Directed by Michael Gershman
Riley Finn and Buffy are making out on her bed, but before it gets too serious, Willow Rosenberg barges into the room and tells them of a demon attack. Armed with weapons, they go to the library only to find that it's a surprise party for Buffy's 19th birthday. At the party, Giles feels out of place, especially when Buffy introduces Riley as her boyfriend, and he starts asking Giles about what he does now that he's out of a job since the school burned down. Buffy gushes about Professor Walsh and how she's "the smartest person she's ever met" and that she wasn't invited to the party because "she's got better things to do than hang out with a bunch of kids."
Now able to hurt and kill demons, Spike packs his things as he moves out of Xander Harris' basement. Professor Walsh is informed that Buffy is the Slayer. After revealing Riley's 17 captures and kills, she inquires about how many 'hostiles' Buffy's killed, but Buffy keeps quiet to avoid bragging. Giles discovers a powerful demon, Barvain, is about to rise, and calls Buffy, but Willow informs him that she is with Professor Walsh. Buffy gives Riley some details about her history of slaying and he's incredibly intimidated, but impressed. Giles goes to talk with Maggie Walsh about Buffy, but is offended when she says that the lack of a father figure in Buffy's life is a problem.
Willow and Xander go with Giles to the cemetery to find the demon. They are very late and fail to find Barvain. Instead, they find the area incredibly clean, which Willow suggests is the work of The Initiative. She and Xander go on about how thorough the operation is, only to discover that Giles never knew about The Initiative or that Riley and Professor Walsh are behind it. Again feeling incredibly out of the loop and unwanted, Giles sends Willow and Xander away, offering to stay in case anything happens, but after a few seconds realizes it's utterly pointless and dejectedly leaves. Ethan Rayne walks out of the shadows, speaking of interesting things to come, only to be caught when Giles re-enters the mausoleum.
Giles prepares to beat Ethan, sparing him only after Ethan's hastily uttered promise of information. Going out for a drink, Ethan tells Giles that the underworld is being threatened by The Initiative, especially by something called "314." Whatever The Initiative is doing, it's throwing everything out of balance, and the underworld fears it.
Buffy and Riley spar together, both holding back at first until they decide not to, even though Buffy still holds back "a little." Buffy kicks Riley hard enough to send him flying across the room. Meanwhile, Giles & Ethan get very, very drunk, with Giles opening up about how left out he feels and his annoyance that the Initiative have the demons running scared when he'd been fighting evil for 20 years, and Ethan flirts and gives his number to their waitress. Willow and Tara Maclay meet to practice magic and a simple magical exercise to float a rose goes awry, causing the rose to fly wildly around the room, like a "rose-guided missile."
When he wakes the next morning, Giles discovers he's been transformed into a horned demon with incredible strength. First trying to make a call, he breaks the telephone receiver, then breaks the door off its hinges as he tries to leave the house. At breakfast, Willow lies to Buffy about where she was, saying she was practicing magic alone. She does mention that some magical force interfered with the spell she was attempting to cast. When Willow tells Buffy how "left out of the loopy" Giles has been feeling, Buffy realizes that she never told Giles about Riley and The Initiative. Giles goes to Xander's basement and tries to get him to help, but when Xander wakes up, he doesn't recognize and cannot understand Giles, who is speaking in the demonic Fyarl language. Xander starts to throw pots and pans at him and Giles runs away.
The gang finds Giles's place destroyed, and are worried that the same demon that went to Xander's was responsible for hurting, or even killing Giles. Finding Giles' ripped clothing on the floor, Anya Jenkins opines, "I think he ate him." Walking through the cemetery, Giles runs into Spike. Spike recognizes Giles, and identifies him as a Fyarl demon. Because he speaks the language, Spike agrees to help find Ethan and fix things, for cash. Riley shows up at Giles's apartment where everyone is researching the demon. After finding the demon in Giles's books, they determine it can only be killed with a silver object.
Spike tries to figure out how to drive Giles's car while telling Giles of his experiences with Fyarl demons. Upon spotting Professor Walsh, Giles makes Spike stop the car so he can chase her down the street in return for her comments in their last conversation. Spike gets information out of the waitress that Ethan flirted with, and finds out where he lives. Breaking into the magic shop, Buffy finds a receipt for materials purchased by Ethan Rayne. While trying to escape the commando vehicles chasing after them, demon Giles jumps out of the car while the commandos continue their pursuit on Spike. Spike later crashes the car while trying to get away.
Demon Giles charges into Ethan's motel room, and attacks him. Buffy and Riley arrive on scene and while Riley takes care of Ethan, Buffy fights with demon Giles. With a letter opener she took from Giles's place, Buffy stabs the demon, but then she looks into its eyes and realizes that the demon is Giles. Fortunately, the letter opener turned out not to be made of pure silver. Giles is turned back into a human with a spell and Riley arrests Ethan. While Giles goes to watch Ethan get put away, Buffy and Riley talk about her abilities again. Buffy later apologizes for not telling Giles about Riley and The Initiative, but Giles is worried about her safety and whom she trusts. Professor Walsh is upset that Riley disobeyed orders for Buffy, but says she thinks that Buffy will "work out". Passing through security doors, Walsh enters a room labeled "314."
Tropes in this episode:
- An Aesop/Fantastic Racism: Everybody seems to be prejudiced against demons, even when they are not attacking or being aggressive.
- Alien Blood: Giles bleeds green after Buffy stabs him.
- The Alleged Car:Buffy: Why would a demon steal a car?Anya: Why would a demon steal that car?
- Always Someone Better: Giles feels his raison d'être slipping away when – among other things – Buffy tells him that Professor Walsh is the smartest person she's ever met. Buffy seems oblivious to the implied slight, though.
- Amazon Chaser:
- And This Is for...: Buffy wants revenge on a demon who's apparently killed Giles, unaware that he's actually been turned into the demon via a spell.Buffy: [stabbing Demon Giles] This is for Giles!Giles: For me?
- Arc Number: 314
- Bad Is Good and Good Is Bad: Spike asks sarcastically if Giles is asking him to help him "out of the evilness of my heart."
- Basement-Dweller: Spike gets in some barbed comments to Xander when he leaves the latter's basement to look for a crypt, "but not as dark and damp as this place."
- The Berserker: By the time Giles catches up with Ethan, he's too demonic to do anything but try to kill him, even though Ethan could change him back.
- Big Brother Is Watching: The Initiative monitors all 911 calls for signs of demon activity.
- Blatant Lies:
- Willow practising her spells "alone in the chem lab." You'd think she was equating doing spells with lesbian attraction or something.
- Riley saying he's sure Ethan will be "quickly rehabilitated."
- Black MagickEthan: Enjoy the night. We're still a couple of sorcerers. The night is still our time.
- Body-Count Competition: This serves as a conflict point between Buffy and Riley in that Buffy outscored his season four total by the end of the first season, three years before she even met him. He's somewhere between emasculated and impressed, and on top of it now has to learn the plural of Apocalypse. The proud way with which Maggie Walsh notes he's personally taken down a bit less than two dozen HSTs only serves to underscore the humor.Riley: But you've killed a— You did the thing with that— Uh, you drowned. And the snake! Not to mention the... daily... slayage of... wow.Riley: Buffy. When I saw you stop the world from, you know, ending... I just assumed that was a big week for you. Turns out I suddenly find myself... needing to know the plural of "apocalypse."Buffy: Look. If you'd been fighting since you were fifteen you'd have a hefty resume too.Riley: [shocked] Fifteen!?
- Boring, but Practical: When Buffy revels her identity to Professor Walsh, the latter muses that the Initiative uses the latest in weapons and technology to fight demons, whereas Buffy pokes them with a sharp stick.Buffy: Well, it's more effective than it sounds.
- Breaking Speech: Professor Walsh telling Giles that Buffy lacks positive male role models.
- Brick Joke: In the novelisation, Giles decides to test this "paralyser mucus" thing on Ethan.
- Buffy SpeakGiles: Buffy, I don't want to ask you to betray any confidences, and I certainly don't want to interfere...
- Understandable given that Buffy has left Giles "out-of-the-loopy".
- But for Me, It Was Tuesday: Buffy herself is a heroic example of the trope. Riley is praised for single-handedly catching 17 creatures.Buffy: Wow. I mean, that's...seventeen.
- And later:Riley: Buffy. When I saw you stop the world from, you know, ending, I just assumed that was a big week for you. Turns out I suddenly find myself needing to know the plural of "apocalypse".
- And later:
- Car ChaseSpike: You just try and stop me you stupid jarhea— [crashes car]
- Chekhov's Gun: Ethan leaving his hotel address with the waitress.
- Clean Up Crew: Giles is puzzled there's no sign of the demon prince who's going to rise. Willow suggests the Initiative got there first and cleaned things up like they usually do.
- Clothing Damage: Demon Giles can't fit into his shirt.Giles: And I liked that shirt!
- Commercial Break Cliffhanger: Syndication cuts to make room for more commercials created one—Ethan Rayne casually tells Giles, "I put poison in your drink... you'll be dead in an hour." There's some dramatic soundtrack, then he laughs. "Just kidding!" A commercial break was put in between the two lines.
- Comically Small Bribe: Giles offers Spike a hundred dollars if he helps him find Rayne. Spike ups the ante to $200. Later when they're being chased by the Initiative, Giles suggests that he jump out of the car and let them chase Spike.Spike: Hold on. These commandos. They're the same guys that are after me too. Maybe I want you around to split their attention a bit?
Giles: I'll pay you another hundred dollars. [cut to Giles jumping out of the car as Spike floors it]
- Continuity Nod: The Sunnydale Arms motel was Faith's residence before she was taken under the wing of the Mayor.
- Cursed with Awesome: Averted; Giles wants to know if he has Eye Beams, but apparently the only power a Fyarl demon has is to sneeze large amounts of mucus. Mucus that sets like concrete extremely quickly.Spike: You feel a sneeze coming on, you warn me.
- A Day in the Limelight: This episode is Giles-centric.
- Description Cut:
- Xander tells Spike that Buffy is meeting with someone who's still scary—cut to Riley introducing the Slayer to Professor Walsh.
- Ethan says about the Initiative, "We're headed for one hell of a fight." Cut to Buffy sparring with Riley.
- Xander says that there's no-one cooler in a crisis than Giles—Gilligan Cut to Giles snapping at Spike over his driving skills.
- Despair Speech: Giles feels he's obsolete and pours out his troubles while drowning his sorrows.
- Does Not Know His Own Strength: Giles awakens one morning as a large and powerful demon after being cursed. He walks through his home and accidentally tears the banister off of his stairs, smashes a phone when he tries to call for help, rips through his favorite shirt, and breaks the front door off its hinges. The irony of course is that Giles is normally a mild-mannered British librarian.
- Does This Remind You of Anything?: Riley's reaction to Buffy's impressive list of kills is played like a discussion of previous sexual partners.
- Door-Closes Ending: The episode ends on Walsh swiping herself through an electronically-locked door marked 314.
- Double Entendre: Riley tells Buffy that she's so strong "I'm not even sure I can take you." Buffy looks coy.Buffy: That all depends on your meaning.
- Driving Stick: Spike has to do the driving for Giles, with the expected problems re. his old Citroen.
- Drowning My Sorrows: Giles is so upset about feeling useless that he goes out and gets drunk with Ethan Rayne. Bad idea.
- Everybody Lives: No one dies.
- Evil GloatingEthan: I've got to learn to just do the damage and leave town. It's the "stay and gloat" that gets me every time.
- Done twice.Giles: Who am I kidding? Nothing's going to happen. [leaves]
Ethan: [steps out of shadows] I wouldn't say that. I wouldn't say that at all. In fact, Ripper, old mate, I'd say something rather interesting was about to hap—
Giles: [comes back] Did someone...?
Ethan: Oh, bugger, I thought you'd gone!
- Done twice.
- Evil Is Petty: Spike nonchalantly grabs Xander's radio when packing up to leave Xander's apartment. When Xander calls him on this, Spike replies, "And you're what, shocked and disappointed? I'm evil!"
- Eyes Are Mental / Eyes Never Lie: Buffy realises the demon is Giles from his eyes (specifically his annoyed expression on being stabbed).
- Failed Attempt at Drama: Ethan spends a few moments doing the usual vaguely ominous speech to an empty room after Giles leaves... only for Giles to hear him as he leaves and come back.
- Ethan: In fact, Ripper, old mate, I'd say something rather interesting is about to ha—
Giles: [re-enters the room] Is someone—
Ethan: Oh, bugger, I thought you'd gone.
- The sparring match shows Riley's embarrassment over Buffy's greater strength, which will eventually cause him to question his ability to match her as a partner.
- Ethan warns Giles the Initiative is involved in a project called 314. At the end of the episode, Walsh walks through a door marked with that number.
- Felony Misdemeanor: Spike nonchalantly grabs Xander's radio when packing up to leave Xander's apartment. When Xander calls him on this, Spike replies, "And you're what, shocked and disappointed? I'm evil!"
- Flat "What": Giles reaction to his rather belated finding out about the Initiative.
- Frying Pan of Doom: Xander pelts Demon Giles with various cookware, and later advises Buffy to look for a demon with a saucepan-shaped dent on the head.
- Genre Blindness:
- Go-Karting with Bowser: Giles drinking with Ethan (who tried to kill Buffy and helped the Mayor steal babies), because Giles is just that depressed.
- Holding Hands: Willow and Tara hold hands to "attune their minds" during a spell. Whatever you say, Willow.
- Hollywood Spelling: Averted when Riley calls the Initiative for a search on hotel registrations matching Ethan's name. "Ethan Rayne, R-A-Y-N-E."
- Homoerotic Subtext:
- Ethan describes him and Giles as 'a couple of old mystics' in about the same tone of voice he'd use to call them 'a couple of old queens' (maybe more of a British thing), and after Ethan tells him that "the night is still [their] time, the time of magic," the scene immediately cuts to Willow and Tara sharing one of their most obvious 'MAGIC IS HOMOSEXUALITY' moments. Yeah, Joss was not subtle about that one.
- Following the 'old mystics' line, it cuts to Giles and you hear Ethan say, "You know, I find you very attractive. Maybe you could give me a call some time." This turns out to be Ethan hitting on a waitress.
- Horror Doesn't Settle for Simple Tuesday: Subverted for probably the first time in this show. Buffy's nineteenth birthday comes and goes in this episode, but all the action takes place after it's over.Buffy: Of course, you could smash in all my toes with a hammer and it will still be the bestest Buffy Birthday Bash in a big long while.
- Hulk Speak: Lampshaded by Spike.Spike: Funny hearing a Fyarl demon say "serviceable." Had a couple of them working for me once. They're more like "Like to crush. Crush now?"
- Humiliation Conga: Giles's Day in the Limelight.
- Hypocritical HumorGiles: I refuse to act like a monster just because I look like a monster. I have a conscience. I have a soul. I am a human being. Oh, stop the car! [gets out, chases Prof. Walsh down the street with loud roars, then goes back to the car where Spike is laughing his ass off] Right, let's go then.
- I Resemble That Remark!Giles: We gotta face it, we've changed. Well not you... you're still sadistic and self-centered.Ethan: [toasting himself] Here's to me.
- Idiot Ball:
- Giles decides to trust his old friend enough to give him a chance to poison his drink.
- And then another one when he decides not to send Spike as a messenger to Buffy and Co. to warn about his predicaments right away, because he's too embarrassed over becoming a demon.
- And yet another one (this one for Ethan though) when Ethan leaves his hotel address with the waitress.
- Improvised Weapon: The letter opener.Riley: Kind of blunt.Buffy: Then I'll just have to put a lot of force behind it.
- Incredibly Obvious Tail: With Hummers, though justified as they were trying to kill or capture Demon Giles rather than just follow him. Leads to a Car Chase.
- Interplay of Sex and Violence: Buffy and Riley have a sweaty sparring session.
- Interrupted Intimacy: Buffy is not amused when Willow interrupts imminent sex with Riley for a Scary Surprise Party.
- In Vino Veritas: Giles gets drunk and spills out his frustrations to Ethan (including about the Initiative, which he was clearly holding back about at the start of their drinking session).
- Is It Always Like This?: An observation from Riley, discussing this tropeWhen I saw you stop the world from, you know, ending, I just assumed that was a big week for you. I suddenly find myself needing to know the plural of "apocalypse."
- Jaw Drop: Giles has a feather duster in his mouth while searching through a Tome of Eldritch Lore; it drops out during his subsequent Oh, Crap! moment.
- Just in Time: Thanks to Riley's help, Buffy arrives just in time to stop Giles killing Ethan, meaning he would have been stuck as a demon.
- Late to the Action: Giles drags Willow and Xander to help him face the demon Barvain...only to find nothing there, and no sign the demon has risen. When Willow points out the Initiative must have take care of the demon already, Giles, already feeling Locked Out of the Loop - not to mention how he feels when he finds out Riley is part of the Initiative, and everyone else knows that (even Spike) - gets pissed off.
- Literal Metaphor: Inverted.Spike: Hey, picked up a tail...
Demon Giles: Yes, just a little, uh... Hurts when I sit.
Spike: I mean someone's following us.
- Locked Out of the Loop: Willow and Xander start casually talking about how thorough the Initiative is in demon-hunting in front of Giles... only to discover that Giles has no idea what they're talking about; Buffy forgot to tell him.
- Love Floats / Something about a Rose: Tara and Willow do a spell to float a rose in the air and pluck off the petals.
- The Mind Is a Plaything of the Body: Giles starts taking on demonic characteristics the longer he stays in demon form.
- Mistaken for Gay: Giles is startled to hear Ethan coming on to him, before realising he's chatting up the waitress.
- Mistaken for Own Murderer: The Scoobies, not having seen the transformation, think Giles was killed and attack.
- Musicalis Interruptus: Several examples.
- Nasal Weapon: While we never see, both Spike and a book Willow reads states that Fyarl Demons can shoot paralyzing mucus out of their noses.
- No Guy Wants an Amazon: Buffy admits to Willow that she was holding back in her sparring match with Riley.
- Not So Above It All: Spike encourages Demon Giles to let loose his frustrations with some gratuitous violence. He refuses... until he happens to see Professor Walsh.
- Oblivious Mockery: After Giles is already looking incredibly awkward sitting in the corner of Buffy's birthday party, the oldest man in the room, and has just had to explain to Riley that he was "between projects", Buffy manages the following one-two punch:Buffy: You should meet her. She's absolutely the smartest person I've ever met.Giles: Perhaps we should have invited Professor Walsh to the party.Buffy: Oh, no. I mean, she's, like, 40. She's got better things to do than hang out with a bunch of kids.
- Obsolete Mentor: Giles has this feeling on meeting Walsh—her unit has the demon world terrified and she appears to be taking over his role as Buffy's mentor and surrogate parent.
- Oh, Crap!: For once Giles uses these exact words.
- Only in It for the Money: Why Spike helps Giles.
- Pardon My Klingon / Curse Cut Short: A gag scripted (but unfortunately not used) involved Demon Giles bursting in on Rayne shouting, "I'm going to rip off your arms and shove them up your—(sudden shift to Giles shouting in Faryl).
- Parental Substitute: There's a definite introducing-the-new-beau-to-the-parents vibe when Buffy introduces Riley to Giles, and Riley introduces Buffy to Walsh. Buffy doesn't introduce her boyfriend to her actual parent until the end of the season (which Joyce can't help snarking about).
- Percussive Therapy:Giles: Ethan Rayne, you have no idea how much thrashing you is gonna improve my day.
- Perplexing Plurals: "Apocalypse"
- Played for Laughs: Most of the episode.
- Pun:Walsh: We thought you were a myth.Buffy: Well, you were myth-taken.
- Political Overcorrectness:Ethan: We Used to Be Friends, Ripper. When did all that fall apart?
Giles: The same time you started to worship Chaos.
Ethan: Oh, religious intolerance.
- When Giles calls Buffy a girl, Walsh corrects him to "woman".Giles: Of course. How wrong of me to choose my own word.
- When Giles calls Buffy a girl, Walsh corrects him to "woman".
- Poor Communication Kills: Spike suggests he just tell Buffy and the others what happened to Giles. Giles, his ego still smarting, wants to salvage the situation with as little help as possible. This nearly ends very badly.
- Put on a Bus: Ethan is taken to a facility in Nevada. This is his last appearance in the show. He does reappear in the Season 8 comics and the non-canon Chaos Bleeds game, however.
- Rage Breaking Point: Giles blows up at the Scoobies when he discovers everyone (even Spike) knows about Riley and the Initiative but no one (particularly Buffy) has bothered to tell him.
- Roaring Rampage of Revenge: Buffy when she thinks Giles has been killed. Giles is a literal version, with plenty of roaring and rampaging.
- Rock Beats Laser:Walsh: We use the latest in scientific technology and state-of-the-art weaponry and you, if I understand correctly, poke them with a sharp stick.Buffy: Well, it's more effective than it sounds.
- Saying Sound Effects Out Loud: Willow, as usual.Willow: I was trying this new spell; floating a rose, when all of a sudden [motions with fork] zing, zing, zing! Like all over the room. It was like a rose-based missile.
- Screw This, I'm Outta Here: After Giles' rant over their not telling him about the Initiative, Xander and Willow rush out of the crypt the moment Giles says he no longer needs them. Giles hangs around for a few seconds, then decides he's just wasting time and leaves also.
- Silver Bullet: Knowing the Fyarl demon can be killed by a silver weapon, Buffy grabs a silver letter opener from Giles desk to get revenge. Fortunately it's cheap pewter and Demon Giles survives the otherwise fatal stab wound.
- Stealth Insult: Walsh works in plenty during her conversation with Giles.
- Tempting Fate: Giles tells Ethan he's going to feel like hell in the morning.
- Thou Shalt Not Kill Muggles: Ethan plays this card on Buffy, pointing out that she can't kill him as he's human. Unfortunately the Initiative is there to take him into custody instead.
- Translation Convention: Giles appears to be speaking English until he's in the room with Xander, who only hears the demon language Fyarl. Giles expects the same thing on meeting Spike, only to find Spike can speak Fyarl.
- Vampires Are Sex Gods: Spike uses his charms to get information from the waitress.
- Villain Ball: Ethan notes that this is a problem with him:Ethan: I've gotta learn to just do the damage and leave town. It's the stay and gloat that gets me every time.
- Villains Out Shopping: Demon Giles comes across Spike checking out a crypt with a tape measure, as he's looking for a new home.
- We Have the Keys: Riley has a master key for every door on Main Street, as Buffy learns after kicking in a door.
- We Used to Be Friends: Ethan uses those exact words to Giles.
- Wrong Genre Savvy: Ethan Rayne is once again thwarted, but gloats that he'll just walk away as usual, since, as a human, he's out of the Slayer's jurisdiction. Then Riley calls some MPs and has him arrested.