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Recap / Buffy the Vampire Slayer S3E17 "Enemies"

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"Well, you see, when I was a kid, I used to beg my mom for a dog. Didn’t matter what kind. I just wanted, you know, something to love. A dog's all I wanted. Well, that and toys. But mom was so busy, you know, enjoying the drinking and passing out parts of life, that I never really got what I wanted."

Buffy: Faith, listen to me.
Faith: Why? So you can impart some special Buffy wisdom, that it? Do you think you're better than me? Do you? Say it, you think you're better than me.
Buffy: I am. Always have been.

Directed by David Grossman

Written by Douglas Petrie & Jane Espenson

Buffy and Angel leave the Sun Cinema after seeing a film called Le Banquet D'Amelia — which turned out to be much steamier than they'd expected. To prove that he isn't going to lose control, Angel kisses her, but their sweet moment is cut short when Faith shows up for patrol. While out hunting for the bad guys, the two slayers run into a demon who offers to sell them the Books of Ascension for $5,000. Apparently, these books would be very useful against the Mayor, so when he finds out about the offer, he asks Faith to kill the demon and take the books.

At the library, the Scooby Gang discusses "Ascension," but they know very little about it until Willow suggests checking in a book which Giles keeps hidden from her due to its magical content. Inside is a reference to a diary entry which warns of an Ascension the next day and the entire town he inhabited disappeared overnight. Cordelia Chase arrives and makes a date with Wesley. Faith finds the demon, who's desperate to get out of Sunnydale before the Mayor's Ascension, and kills him. She goes to Angel, apparently upset over what she's become and seeking comfort from him. Angel refuses to comfort her the way she wants, but Faith manages to sneak in a kiss on the cheek which Buffy happens to see. Faith's attempt to seduce Angel having failed, the Mayor decides to take his soul in the most painful way possible.


Buffy reports to Giles and Wesley, but having just seen Faith with Angel, a little upset and reluctant to do anything with Faith. After Xander gets the address for the demon from Willy, Buffy goes to find him, and Faith arrives just in time to tag along. When the two reach the demon's apartment, they find him dead. The Mayor talks to a shrouded man about taking Angel's soul away from him. Buffy tells Willow about how she saw Faith and Angel together, and Willow encourages Buffy to talk to Angel about it.

Faith finds Angel first at the mansion and apologizes for her behavior the night before, and then she pours blood onto his shirt. The shrouded man steps out of the shadows and chants a spell. Lights flash, Angel yells, and Angelus is back. He pulls Faith to him and they kiss before Angelus starts beating her up. The two fight and Faith ends up on top, holding a stake to his heart. A truce is made as Angelus agrees to meet the Mayor and the two kiss.


The gang meets again, and makes plans for the night. Willow reveals that she was unable to find anything in the Mayor's computer files since the files were emptied before she could get through to them. Unable to find Faith and Angelus, Buffy leaves to find out what's going on with the Mayor while Wesley takes a very eager Cordelia and the rest of the group, minus Xander, to the Hall of Records to find information on the Mayor. There, Willow finds a photograph of the Mayor which is over one hundred years old, confirming that he isn't human.

Faith takes Angel to meet with the Mayor, and Angelus tries to kill him, but discovers that the Mayor can't be killed. He tells the Mayor of his plans to torture and kill Buffy. The two walk the streets of Sunnydale on the way to Buffy's house, and encounter Xander who Angelus punches and knocks to the ground. After charming Joyce, Angelus and Faith find Buffy in her room and lure her away to the mansion. Once there, Angelus and Faith reveal that they're fighting for the other side now, and Angel knocks Buffy out cold.

Angelus chains Buffy to a wall, where she wakes up finding Angelus and Faith planning to torture her. Faith goes on about her painful childhood with a mother who drank too much, and her life as the Slayer living in Buffy's shadow. She reveals what she knows about the Mayor's master plans, which will culminate with the Ascension taking place on graduation day. Finally, Faith says with a smile, boasting her ability to deceive the Scoobies:

Faith: What can I say? I'm the world's best actor.
Angel: Second best.
Buffy: May I say something? … Psych!

Faith then realizes that she has been the duped — everything that has occurred throughout the episode has in fact been a ruse set up by Buffy and Angel to expose Faith, and Buffy slips out of her chains. The rest of the Scooby Gang arrive as Buffy and Faith fight and end up with knives at each other's throats. Before anyone is killed, Faith breaks away, kisses her on the forehead, and runs off, knowing that Buffy wasn't ready to kill her yet.

At the library, Giles says good-bye to the shrouded man, revealing that the mysterious figure had come to Giles at the beginning and put on a light show in order to pay back a debt the man owed Giles for introducing him to his wife. Wesley is very upset that Giles did all this behind his back, and plans to tell the Watchers Council about it; Giles surprises him by saying that he should, remarking that he can think of nothing more dangerous than a rogue Slayer. Now that everyone is fully aware of Faith's having switched sides, they have to prepare to fight her as well. Faith is upset over the whole ordeal, but the Mayor tells her not to worry because after the Ascension they'll all be dead.

Buffy goes to Angel, and both are having a hard time dealing with what they had to do. Angel feels horrible that he had to do and say the things he did, and how far he let it go. Buffy needs some time, but as she leaves, he asks, "You still my girl?" and she responds, "Always."


  • Absurdly-Spacious Sewer: It's revealed that Mayor Wilkins built Sunnydale "for demons to feed upon", so it makes sense that the sewer system is constructed so as to give easy access to the whole town.
  • Action Fashionista: Buffy's idea of covert infiltration wear is a black shirt with a bright sparkly Union Jack on the front.
  • Almost Kiss: Faith/Angel flirts with canon status.
  • Always Second Best
    Faith: Do you think you're better than me? Do you? Say it, you think you're better than me.
    Buffy: I am. [Beat] Always have been.
  • Ankle Drag: After Faith stabs Skyler the demon, he grabs her ankle and pulls her onto the floor, snarling in fury. Faith promptly goes Ax-Crazy.
  • Answer Cut: "Where is Faith, anyway?" Cut to Faith kicking open the demon informant's door.
  • Anywhere but Their Lips:
    • After Angel turns down her attempt at seduction, Faith kisses him on the cheek.
    • Faith was originally going to give Buffy a "Take That!" Kiss on the mouth, but it was changed to the forehead.
  • Aroused by Their Voice: Cordelia finds Wesley's voice quite sexy, much to Xander's fury.
  • Bait-and-Switch: Faith seems uneasy about her Face–Heel Turn, is shocked at the violent manner in which she kills a demon, and so goes to Angel for help, leading to noticeable Unresolved Sexual Tension between them. It looks like she's going to confess her relationship with the Mayor, only for it to be revealed she was actually hoping to sleep with Angel to make him lose his soul.
  • Bait-and-Switch Comment: Annoyed over Faith's innuendo about Angel, Buffy has only one thing to say; "Duck!' Faith ducks and Buffy punches a demon sneaking up behind her.
  • Beautiful Dreamer: Lampshaded by Angel...after he knocks Buffy unconscious.
  • Beware the Superman: Giles agrees with Wesley about telling the Council about Faith's Face–Heel Turn for this reason.
    Giles: We have a rogue Slayer on our hands. I can't think of anything more dangerous.
  • Birds of a Feather: Buffy worries that Angel might be attracted to Faith as they have a lot in common. Willow assures Buffy that Angel's not interested, and that her advice should be trusted because, "I too know the love of a taciturn man."
  • Blatant Lies: Cordelia asks Wes to help with her English assignment because he's English, and they can best discuss the matter in a nice restaurant.
    Xander: And on the day the words 'flimsy excuse' were redefined we stood in awe and watched.
  • Blood Magic: The ritual to steal Angel's soul involves this. Except that it's just a light show made by the hooded guy.
  • Break Them by Talking: Buffy tries doing this to Faith. Subverted when we discover that Angel was in on it, so Buffy knows Faith had to use magic to make him evil.
  • Casual Kink/Bondage Is Bad: Buffy wakes up shackled to the wall.
    Angel: Morning, sleepyhead. You know what I just can't believe? All of our time together and we never tried chains.
    Faith: Bondage looks good on you, B. The outfit's all wrong, but, hey!
  • Contrived Coincidence: The shaman whom the Mayor contacts to remove Angel’s soul happens to owe Giles a favor, and so he alerts the Scoobies to the Mayor’s plot.
  • Chronic Backstabbing Disorder: Buffy warns that Angelus will turn on Faith once the two of them have killed Buffy. Angelus admits that's true; Faith just smirks and says they'll have to take their time killing her.
  • Did They or Didn't They?: Just how far did Angel have to go with Faith? Later in the Angel spinoff series, they state that they never actually had sex.
  • Double Entendre:
    • From Faith:
      Faith: The close-but-no-cigar thing with Angel. I don't know if I could handle, you know, the way you're not handling it.
    • Faith is down because she couldn't get Angel to sleep with her and lose his soul.
      The Mayor: So you couldn't give him that one moment of true happiness.
      Faith: I was thinking more along the lines of a long weekend.
  • Emerging from the Shadows: The demon necromancer. His dark robes and Villain Teleportation certainly help in this.
  • Engineered Public Confession: Faith believes Buffy is tied up and Angel is his evil alter ego Angelus, she tells them about the Mayor's plans — only, Buffy isn't tied and Angel is still his soulful self.
  • Erotic Eating: Implied in Le Banquet D'Amelia
    Buffy: That was very...artistic. Wasn't what I expected. I've never actually seen... Well, from the title I thought it was about food.
    Angel: Well there was food.
    Buffy: Right. The-the scene with the, the food. So, feel like getting some hot chocolate? Or some cold shower?
  • Evil Feels Good/Freudian Excuse: Invoked by Faith
    Buffy: You don't know what you're doing.
    Faith: Really? Weird, because something about all this just feels so right. Maybe it's one of those unhappy childhood things.
  • Evil Is Petty: Angel and Faith are walking down the street when they come across Xander. Angel knocks him unconscious without breaking stride and says, "That guy just bugs me."
  • Face-Revealing Turn: Faith isn't sure if the spell worked until Angel turns round in Game Face. Cue evil Smooch of Victory.
  • Failed Attempt at Drama: Xander pretends he beat the information out of Willy the Snitch, but then admits he just bribed him $28.
    Xander: Does the Council reimburse that?
    Giles: Did you get a receipt?
    Xander: Damn.
  • Fake Defector: Angel pretends to have turned into Angelus. Buffy is in on the plan, but the audience doesn't find out until the moment when Angel reveals himself.
  • Fictional Media: Le Banquet D'Amelia, which, given Buffy and Angel's ambiguous reactions and physical appearances, seems to land somewhere in reality with Like Water for Chocolate and 9½ Weeks with a side of Babettes Gæstebud.
  • Foe Romance Subtext: Loads between Faith/Angel, Faith/Buffy and Angelus/Buffy.
  • Foreshadowing:
    • Demons who are more interested in crooked deals than eating humans become a lot more common when Angel moves to Los Angeles.
    • The connection between Angel and Faith (they even have their own comic series now!)
    • Faith thinks that bondage suits Buffy.
  • From Bad to Worse/I Told You So
    Xander: I, uh, hate to spoil the mood, but this is so much worse than you think. You know how some people hate to say I told you so? Not me. I told you so. Angel's back in the really bad sense, and uh, I told you so.