Directed by Nick Marck
Written by Douglas Petrie
In a routine patrol, Buffy fights with a vampire. Buffy has the upper hand, but at the last second, the vamp twists Buffy's arms, stabbing her stake into her own stomach. She attempts to flee but is cornered by the vamp, wielding the stake and preparing to finish her off. Riley appears at that moment and fights him off before going to tend to Buffy.
The next morning, Riley patches up Buffy's stab wound; the embarrassing circumstance of nearly being killed by a lesser vampire with her own stake isn't lost on her and leads to Buffy's fear that she's losing her edge, despite Riley's reassurances. While Riley suggests she go to the hospital, Buffy feels it would only upset Joyce and her enhanced healing abilities will kick in soon enough. Dawn comes in to tell them that Joyce is coming up, prompting Riley and Buffy to hide the medical supplies they'd just been using. Joyce notices the bottle of rubbing alcohol on the dresser and asks if they've been disinfecting something. Dawn covers and says it's hers. Buffy asks Riley to take the rest of the gang patrolling in the cemetery tonight.
Meanwhile, Buffy is still rattled after her close encounter the night before. She does some research with Giles to find out how previous Slayers died and what it was that made their last fight special. They are unable to find any useful information, mostly because past Watchers either found the subject too painful or were killed along with their Slayers. Giles notes that unfortunately, there's no one left to tell the tale of a Slayer's last battle. Buffy realises there is someone who can help and confronts Spike in his crypt, demanding to know how he killed two Slayers.
Later at the Bronze, Buffy lays down some ground rules: if Spike tells her what she wants to know, he'll get a wad of money. Though initially reluctant to tell her anything of use, Spike barters for a plate of buffalo wings as he refuses to talk on an empty stomach. In doing so, Buffy accidentally reveals her stab wound, causing Spike to annoy her further. Buffy asks him if he's always been annoying and he replies that he's always been bad.
London, 1880 Spike is shown to be a quiet and shy gentleman named William who feels disconnected from society. While at a society ball, William works on a love poem, but his unfinished work is snatched out of his hands and read aloud, much to the amusement of the crowd. William is dubbed 'William the Bloody' because of his 'bloody awful poetry'. One party-goer declares he'd rather drive railroad spikes through his head than listen to any more of the poetry. The poem reveals William's love and admiration for a woman named Cecily, whom he's loved from afar. She doesn't care for him, and when she learns of his feelings, she rejects him and tells him he's 'beneath' her. William is devastated and leaves the house in tears, bumping into a group of strangers in the street. In a hay barn, he starts ripping up his poems when Drusilla appears before him. She asks what has brought him to tears and comforts him by telling him that she sees his greatness and worth. She promises a better future by her side and sires him without much persuasion.
Back in the present, Riley and the gang find several vampires loudly and drunkenly partying in a crypt, including the one who stabbed Buffy. They decide to return in the morning when the nest is asleep rather than take them on at night. Spike plays pool while continuing to tell his story to Buffy. After his siring, William was a completely different being. Tired of being left out by the world, he became empowered and destructive.
Yorkshire, 1880 Angelus is throttling William at the bottom of a coal mine, wondering why he hasn't killed him yet. William, now having adopted his accent and swagger, tells him he goes by the name of 'Spike' now. Spike's strong tendency to incite mass riots simply for the joy of causing trouble is now impacting his vampire family. His most recent hijinks resulted in them having to hide in the abandoned mine shaft, which angers Angelus. Spike feels Angelus only goes into fights he knows he'll win. Spike then insults Angelus's methods, which annoys him so much, he nearly stakes him. The elder vampire says that if he doesn't see the error in his ways, something will finish him; either a mob or a Slayer. Spike is suddenly interested, asking, "What's a Slayer?"
Spike explains to Buffy that thereafter, he became obsessed with finding and defeating a Slayer of that era. He notes that his first lesson was that a Slayer will always need to reach for her weapon, whereas he has all the weapons he'd need in his fists and fangs. To illustrate the point further, Spike tells her about the first Slayer he killed.
China, Boxer Rebellion, 1900 Spike fights the Chinese Slayer in a building while the rebellion rages outside. They appear evenly matched, but Spike is able to knock the Slayer's weapons out of her hands, and after keeping her from reaching the stake she'd dropped whilst fighting, Spike kills her. While Spike and Drusilla revel in the kill and the taste of the Slayer's blood, Angelus appears distracted and suggests they leave soon. Spike says it was the best night of his life.
Buffy is disgusted that he got off on the kill, but Spike rightly counters that Buffy has done the same in the past. He further points out that she could kill tens of thousands of vampires and demons during her life, but all it takes to kill her is for one of them to get lucky. Meanwhile, Riley returns to the vampire nest at the crypt despite agreeing to come back in the morning. After staking the vamp that hurt Buffy, Riley blows up the nest with a grenade.
New York, 1977 Spike tells Buffy how he killed his second Slayer, Nikki Wood. Spike and Buffy fight out a play-by-play of the battle, which took place on a subway train. Spike notes that this Slayer wasn't all business like the first one—she had a more improvised style like Buffy. After he snapped the Slayer's neck, he took her leather jacket for himself. Spike then explains that the key to his victories was not in the particular moves used but the Slayer's death wish, a desire to experience death after causing so much of it. They want to know what it's like to experience peace after having to protect people for so long. Spike remarks that Buffy has it too but has 'ties to the world'—her family and friends—but ultimately, those connections won't keep the desire at bay forever. Spike concludes that the second that desire takes over, the Slayer will die, and that the countless vampires just wait to take advantage of it. Buffy rejects the idea.
Spike and Buffy are almost standing nose to nose and Buffy is suddenly confused when Spike appears to come on to her, trying to kiss her before grabbing her arms and saying that she wants to dance. In response, Buffy pushes Spike to the ground. She echoes what Cecily said to him all those years ago, telling him that he's beneath her before throwing the money at him and walking away.
Crying softly, Spike picks up the crumpled notes on the floor. His sadness quickly turns to rage and he returns to his crypt, taking a shotgun and planning to kill Buffy for that final insult. Harmony begs him not to as he's tried so many times before and failed. She reminds him that the chip in his head won't let him hurt a human and the Slayer will either beat him up or stake him outright. Spike retorts that the pain will last a few hours whereas the Slayer's will last much longer.
South America, 1998 Drusilla turns away from Spike's devoted love, as she can't look at him the same way after he teamed up with Buffy to deal with Angelus. In the background is a Chaos Demon whom Drusilla had been shamelessly flirting with. She recognises long before Spike does how he feels for Buffy, and now Drusilla doesn't see him as the same creature she had loved for so long. He insists that he did it all for her, to protect her, but she tells him she can't see it anymore.
Buffy returns home, shaken by the combined events of the past 24 hours. She finds Joyce packing a suitcase. After asking her mother where she's going, Joyce explains that her health has worsened and that she needs to stay in the hospital overnight for further tests. This final revelation is too much for Buffy, who retreats to the porch in tears. At that moment, Spike arrives with the shotgun. However, he slows his pace when he sees Buffy crying. His demeanour softens and he lowers the gun, his plans to shoot her abandoned. He asks her if she's okay and if there's anything he can do. She's surprised and confused by his question and has no response. Spike puts the gun down and sits next to her. Surprised by his own reaction, Spike gently puts his hand on Buffy's back to comfort her. Buffy does nothing to stop him.
Tropes in this episode include:
- Attack Its Weak Point: Spike punches Buffy in her injured side; the chip makes him writhe in pain, but he makes his point.
- Backhanded ComplimentDawn: Come on; who's the Man?
Buffy: You are. [Dawn smiles] A very short, annoying man.
- Badass Longcoat: Nikki Wood wears a long leather jacket as part of her '70s getup. Spike takes it off her dead body as a Battle Trophy.
- Bad Guys Play Pool: Spike plays pool with Buffy while relating his past. Later he uses the cue while sparring with Buffy outside.
- Battle Discretion Shot: Spike gains the upper hand during the subway fight when the lights cut out.
- Blah Blah Blah: Buffy is researching what mistakes previous Slayers made, leading to their deaths.Buffy: Same as all the others. Slayer called, blah, blah. Great protector, blah, blah. Scary battles, blah, blah. Oops! She's dead. Where are the details?
- Blood Knight: Spike gushes to Angelus over the joy of a good fight that you can't be sure you'll win. When Angelus tells him about the Slayer, Spike deliberately seeks her out.
- Brick Joke: We finally hear William's love poem in its entirety in the Angel Grand Finale "Not Fade Away" when a drunken Spike recites it at a poetry slam. To Spike's joy he gets a standing ovation!
- "Helpless" also began with a vampire getting the drop on Buffy with her own stake, causing a similar crisis of confidence.
- "The Wish" has an Alternate History Buffy who never had the moral support and friendship of the Scoobies. Thus, she's an emotionless killing machine who's easily killed by the Master.
- Call-Forward: Angelus warns of falling victim to a mob—Angel would be lynched by a mob in the Hyperion Hotel during the Fifties, while Spike and Drusilla were attacked by a mob in Prague prior to their appearance on the show. Angelus and Drusilla are driven off by a mob of Yandere women in "Bewitched, Bothered, and Bewildered". Xander used just the threat to make Angelus back off in "Killed by Death". Then there's the guy who makes the crack about railroad spikes—he probably shouldn't have been so specific.
- Casual Danger Dialogue: Deconstructed; it's a sign of Buffy's cockiness, and she pays the price for it.Vampire: [after Buffy is stabbed and tries to run for it] You're going? But you were having so much fun a minute ago!
- Continuity Nod: To "Lover's Walk," where Spike related how he caught Drusilla with a Chaos demon—"all slime and antlers."
- Conveniently Timed Attack from Behind: Riley saves Buffy's life at the beginning of the episode.
- Crossover: With the Angel episode "Darla," which shows events from the POV of the other members of the Whirlwind.
- A Day in the Limelight: A good majority of the episode is Spike talking to Buffy about the slayer/vampire relationship and flashbacks of his life story, including how he killed his two Slayers.
- Death Seeker: The weakness of all Slayers, according to Spike. Its implied Spike is one, too, having died orgasming and constantly seeking out Slayers to dance with.
- Double Entendre: In the dialogue between Buffy and Spike outside the Bronze, with Spike's desire to 'dance' (fight to the death) also merging in Spike's mind with a desire to have sex with her.
- Downer Ending: Riley's lone wolf tactics begin clashing with the gang's dynamic. Joyce checks herself into the hospital. There is no one to comfort Buffy except her archenemy Spike.
- Dramatic Irony: One of the gentlemen joking about how he would prefer to have railroad spikes shoved through his skull than reading William's poetry, unbeknownst to the fact that torture via that very thing was one of the things Spike was initially known for back in season 2.
- '80s Hair: The punk vampire—Buffy mocks him accordingly.
- Elephant in the Living Room: Giles is reluctant to discuss the subject of Buffy's inevitable death.
- Erotic Eating: Dru sucking Xin Rong's blood off Spike's finger.
- Embarrassing Nickname: "William the Bloody" actually referred to Spike's bloody awful poetry.
- Even Evil Has Loved Ones: A weird example, but one of the earliest indicators that Spike's infatuation with Buffy extends past pure lust is him immediately losing his drive to kill Buffy the second he sees her crying over Joyce.
- Even Evil Has Standards: In a rage over Buffy rejecting and humiliating him, Spike is fully prepared to blow Buffy away with a shotgun... but when he sees Buffy crying in fear over what may be wrong with Joyce, he stops and tries to comfort her instead.
- Every Scar Has a Story: Spike has a scar on his eyebrow, mainly because James Marsters received one in a mugging. Still, while Spike is telling flashback stories, one of them shows him getting it during his fight with the Chinese Slayer during the Boxer Rebellion. Apparently, it was a magic sword.
- Evil Only Has to Win Once: Spike asks Buffy how many vampires, demons etc she thinks she's killed.Buffy: Not enough.
Spike: (nods) And we just keep coming. But you can kill a hundred, a thousand, a thousand thousand and the enemies of Hell besides and all we need is for one of us- just one- sooner or later to have the thing we're all hoping for.
Buffy: And that would be what?
(Spike leans in close and whispers in her ear.)
Spike: One... good... day.
- Fainting: Buffy is embarrassed that she passed out after being stabbed by the vampire.
- Fatal Flaw: Every Slayer has a death wish.
- Flaw Exploitation: A Slayer must always reach for her weapon.
- Famous Last WordsChinese Slayer: [subtitles] Tell my mother I am sorry.
Spike: Sorry luv, I don't speak Chinese.
- Foe Romance Subtext: Loads in this episode alone.Spike: The first was all business but the second, she had a touch of your style. She was cunning, resourceful... oh, did I mention? Hot. I could have danced all night with that one.Buffy: You think we're dancing?Spike: That's all we've ever done.
- Fool for Love: Spike, especially in his flashbacks as the loser poet William the Bloody. Turns out, all his bloody awful poetry was about a woman, who figures it out, then rebukes him.
- From Nobody to Nightmare: Spike, from a pushover loser poet to a mass murdering Blood Knight vampire infamous for taking out two slayers.
- Frozen Fashion Sense: Averted; Spike changes with the times. Played straight with the '80s Hair vampire.
- Getting Crap Past the Radar: We see William gasping as Drusilla appears to fondle him with her off-camera hand.Drusilla: Your wealth lies here... and here. In the spirit and... imagination.
- The Glasses Gotta Go: William the Bloody has no need of glasses.
- Guy-on-Guy Is Hot: Darla and Dru enjoy the sight of Angelus and Spike, as Doug Petrie put it, getting ready to "drive their poles through each other."
- Hand Signals: Unfortunately the Scoobies aren't even Mildly Military.[Riley pumps his fist to tell the Scoobies to move forward]
Xander: What's with the hand move?
Willow: It's code. I think it breaks down to "choo-choo."
- Healing Factor: Riley wants to take Buffy to the hospital, but she says that accelerated healing powers "come with the Slayer package."
- Hemo Erotic: "You ever hear them saying the blood of a Slayer is a powerful aphrodisiac?"
- Hoist by Her Own Petard: Buffy is stabbed with her own stake. Later Riley grabs the stake off the vampire (who's kept it as a Battle Trophy) and dusts him with it.
- Heroic Wannabe: Dawn wants to patrol with the other Scoobies. Xander wishes he was a cool commando guy like Riley. Even the villains are like this; Spike is clearly trying to impress his grandsire with his first Slayer kill.
- Hit Me, Dammit!: "Hit me. Come on. One good swing. You know you want to."
- The Hunter Becomes the Hunted: An ordinary vampire gets lucky, and suddenly the Slayer is limping away with a nasty stab wound to the gut, with only Riley's intervention preventing the vamp from finishing Buffy off.
- Interplay of Sex and Violence: Spike has sex with Dru after killing Xin Rong; when Buffy expresses disgust that he "got off on it," Spike replies, "Well, yeah. I suppose you're telling me you don't?" Buffy's lack of a response suggests he's right on the money, and season 6 will go on to show just how much this trope also applies to Buffy.
- It's Personal: Riley stakes the vampire that nearly killed Buffy before blowing up the others with a hand grenade.
- Ironic Echo: "You're beneath me" is spoken to Spike first by Cecily (refusing his love) then by Buffy (refusing to believe he will be the one who will kill her).
- Kiss Diss: Spike leans in to kiss Buffy, only for her to step away in horror. For a moment Spike looks just as shocked as she is.
- Let's Dance: Used for some quite overt Foe Romance Subtext.
- Logical Weakness: Spike points out a crucial disadvantage Slayers have versus vampires. For all their Super Strength and Super Reflexes, a Slayer still needs a weapon to kill a vampire, whereas vampires always have their teeth. Spike knows Buffy will instinctively reach for the weapon (in this case a pool cue) and uses this to gain the upper hand. He also kills Xin Rong this way—she knocked Spike down, but then had to pick up her dropped stake, giving Spike a chance to grab her.Spike: Lesson the first; a Slayer must always reach for her weapon. [morphs to vamp face] I've already got mine.
- Mad Oracle: Long before Spike has his Love Epiphany about Buffy in Season 5, Drusilla knows what will happen. This is confirmed in "Crush", where she says, "I knew before you did that you loved the Slayer. The pixies in my head told it to me." It's this that causes her to dump him, rather than because he's not evil enough for her, as Spike assumed in "Lover's Walk".
- Manly Tears: William after being rejected by Cecily, and Spike after being 'rejected' by Buffy.
- Meaningful Echo:
- Mid-Season Twist: Spike was a loser in life, which will become relevant in "Lies My Parents Told Me". More importantly, all Slayers having a death wish, which will be explored in "Intervention" and "The Gift".
- Miles Gloriosus: Spike only avoids getting killed by either Slayer due to luck—an explosion knocks down the Chinese Slayer at a crucial moment, and the lights on the subway train blacking out enable him to turn the tables on Nikki Wood.
- The Muse: Cecily for William. After he meets Drusilla his initial reaction is Leave Me Alone!, until the vampire seer pulls the word "effulgent" from his head.
- Neck Snap: Spike kills Slayer Nikki Wood by snapping her neck on the New York City Subway.
- No Good Deed Goes Unpunished: Dawn covers for Buffy re Mum, then gripes when an injured Buffy says she has to help her with the washing up.
- No Name Given: The Chinese Slayer and the New York Slayer. Rectified by later canon as Xin Rong (in the Spike & Dru comics) and Nikki Wood (in Season 7). Nikki's name is mentioned in the script.
- Not a Date: Buffy's debriefing of Spike includes drinking, 'dancing', playing pool, and buffalo wings.
- Offscreen Teleportation: After being stabbed, Buffy is fleeing the vampire when he suddenly appears in front of her.
- One-Man Army: Riley takes on a vampire nest single-handed, possibly to prove to himself he's still capable — definitely because they were bragging about almost killing the Slayer.
- One Size Fits All: Nikki's jacket fits Spike perfectly.
- OOC Is Serious Business: In most of her appearances Drusilla has been portrayed as flighty, serene and psychotic. When Spike chases after her, however, she is quite lucid, sane, and has a rather human hurt and anger that he has fallen in love with Buffy.
- Spike snaps right out of his murderous rage when he sees Buffy in tears—something he's likely never seen before.
- Origins Episode: Spike's origins as an upper-class English poet are shown in flashback.
- Out-of-Character Moment: When Riley is prowling the cemetery for vampires while Buffy is injured, he brings along Willow, Xander, and Anya, who instead of using their long experience to help him, chatter, crunch on chips loudly, don't take cover, and generally act like stupid muggle amateurs. Even though Willow and Xander at least not only saved the slayer's ass numerous times and dealt with vampires for five years, but actually once hunted them without Buffy for an entire summer, with a 60% success rate. They never had and never would act like that again, and presumably were only played that way to make Riley, who many fans consider The Scrappy, look good. Alternatively, it made Riley look overly militarized, as opposed to the generally more laid-back Scoobies.
- Pet the Dog: Spike can't go through with killing Buffy when he sees how distraught she is; instead he sits next to her and awkwardly pats her on the shoulder.
- Perspective Flip: Angelus doesn't look happy when he hears that Spike killed a Slayer, which Spike assumes is down to jealousy. But in "Darla" it's revealed that Angel has been ensouled by this stage.
- Power Walk Out of the Inferno: Spike, Drusilla, Angelus and Darla during the Boxer Rebellion.
- Rage Breaking Point: Buffy telling Spike he's beneath her after he fails to goad her into a fight is enough to get him to go, "sod the chip, sod my feelings, bugger the old ways and bugger my chances," and dig out a Sawn-Off Shotgun to do the Slayer in, until he sees Buffy distraught over what might be wrong with her mother.
- Real Life Writes the Plot: The scar over James Marsters' eye (got during a mugging) is explained by Xin Rong injuring him with her sword (presumably coated in holy water or something).
- Reminiscing About Your Victims: Once Buffy gets him going, Spike recalls his victories over the two Slayers fondly.
- Rummage Sale Reject: Spike in 1977 has gone full punk, with a leather vest, spiked hair, and mounds of piercings and other metal accoutrements.
- Sawn-Off Shotgun: More of a coach gun actually; Spike takes it to kill Buffy, convinced he can pull the trigger before the pain overwhelms him.
- Sexy Discretion Shot: Spike and Dru start making out against a pillar, then slide down out of sight, revealing the usual roaring fire.
- Screaming Warrior: Nikki Wood shoves Spike's head through the window of the speeding subway car. Spike yells in sheer delight as he's buffeted in the slipstream.
- Shut Up, Hannibal!Buffy: Say that it's true. Say I do want to. It wouldn't be you, Spike. It would never be you. You're beneath me.
- Simple Staff: Spike breaks off a pole in the subway train and uses it as a quarterstaff.
- Start of Darkness: William is shown to be a decent, sensitive upper-class wannabe poet, who after Cecily rejects his Anguished Declaration of Love becomes easy prey for Drusilla.
- Stylistic Suck: William's love poetry. And that's one of his better ones.Aristocrat: "My heart expands / 'tis grown a bulge in it / inspired by your beauty, effulgent." Effulgent?
- Supernaturally Delicious and Nutritious: Slayer blood for vampires.
- Tantrum Throwing: William tears up his poems in a rage after Cecily rejects his Love Confession.
- Tempting Fate:
- Buffy gets too cocky with a run-of-the-mill vampire. Spike tells her she's lived for so long she's starting to think she's immortal.
- One of the aristocrats remarks about William's poetry, "I'd rather have a railroad spike through my head than listen to that awful stuff!" If the origins of Spike's name given in Season 2 are correct, it's safe to assume he got his wish.
- Buffy riffing on Dawn's height—she'll have grown taller than her 'big' sister by the end of the series.
- "It wouldn't be you, Spike. It would never be you."
- The Triple: Spike re the New York Slayer.Spike: She was cunning, resourceful... oh, did I mention? Hot.
- Twisted Echo Cut: Harmony shouts at Spike that he won't be able to kill Buffy anyway. Cut to a flashback of Drusilla asking Spike, "Why can't you kill her?"
- Unreliable Voiceover:
- Spike saying "I've always been bad" cuts to William writing a sappy love poem.
- Spike says the first thing he did after becoming a vampire was get himself a gang. Cut to him as a junior member of the Whirlwind, which is Angelus's gang.
- Unusually Uninteresting Sight: William just stares in disbelief when Drusilla morphs into her Game Face. Likewise, Buffy is so distraught, the fact that Spike is holding a shotgun doesn't even register.
- Vampires Are Sex Gods: Spike and Dru of course.
- Vampire Bites Suck / Kiss of the Vampire: William reacts with pain to Drusilla's bite, then moans in pleasure as his legs give out beneath him, as Drusilla began masturbating him prior to biting him.
- Visual Innuendo: Loads of this too.
- Walk-In Chime-In: The vampire that nearly killed Buffy is showing off her stake.Vampire: They ought to put this in a museum!
Riley: You know what they put in museums? Mostly dead things.
- Warrior Therapist: Spike says that it's not a matter of understanding what moves the dead Slayers did wrong, but their innate death wish.
- Weapon Twirling: After breaking off the subway pole, Spike twirls it before going in for the attack.
- With Catlike Tread: To Riley's chagrin, the Scoobies munch chips, dress in bright clothing and talk loudly while he's stalking vampires. Justified due to their Opposing Combat Philosophies—Buffy & her friends act as The Bait to draw vampires out so they can be killed, while the Initiative had to sneak up on vampires in order to capture them alive.
- Whole Episode Flashback: To various points in Spike's long afterlife—in particular, the times he killed two previous Slayers.