Directed by Michael Gershman
Willow and Tara snuggle in bed together after their reconciliation, discussing the possibility that something is going on between Buffy and Spike. Tara confirms Willow's suspicions, adding that Buffy feels ashamed of her sexual relationship with Spike. Though Willow is hurt that she was never told, she puts it aside when Tara informs her that she is reacting exactly how Buffy feared she would react. Willow goes to check on Buffy, but instead encounters Dawn in the hallway. When Tara appears wearing just a sheet, Dawn is thrilled to see they are back together.
Buffy, meanwhile, has decided to take care of The Trio once and for all and breaks into their lair, but finds the place deserted and dangerous traps waiting for her. She escapes, managing to grab a few items before large saw blades tear apart the house. Buffy, Dawn, Willow, and Tara gather to go over those items, realizing sadly that the rest of the group won't be helping since they all have other priorities or lack interest. Anya sits with a young scorned woman who wants to wish vengeance on her cheating boyfriend, but Anya is too busy talking about her own relationship problems to notice the young woman's wish. Dawn visits Spike at his crypt, informing him that she knows he had sex with Anya and Buffy. She lectures him about hurting Buffy when he supposedly loves her and leaves him pondering the thought of how he shows his love to her.
Meanwhile in a cave, The Trio kill a large Nezzla demon who is guarding the Orbs of Nezzla'khan. Warren and Andrew make Jonathan wrap himself in the dead Nezzla Demon's skin to cross a barrier that can only be passed by one of the demons, and as he fetches the Orbs, the other two conspire against him. Warren tests the power of the Orbs and is pleased when he can easily kill another demon.
Xander, aghast that Buffy could have been involved with Spike, storms out of an argument with Buffy. He walks the streets alone, pausing briefly to secretly look in on Anya as she works at the Magic Box. He ends up at The Bronze, drinking away his sorrow over Anya and Spike when The Trio enter. Orb-enhanced Warren hits on a former schoolmate's girlfriend, and when the woman's boyfriend steps in, Warren fights off the boyfriend and several others with ease. Xander tries to intervene, but is tossed aside, and Warren comes very close to killing him before Jonathan and Andrew intervene and inform him of their "job" tonight.
Later, at home in bed, Willow reviews some files on her laptop, but is quickly distracted by Tara. Buffy, badly injured from patrolling earlier, sets up a bath for herself to soothe her aching back. Spike shows up uninvited and tries to convince her that she loves him and just needs to admit it. She admits that she does have feelings for him, but it's not love because she can't trust him. Spike argues that trust is irrelevant, that true love burns and consumes. Buffy retorts that kind of love doesn't last. Spike, thinking this is another example of their sexual push and pull, tries to "make her feel it", thinking sex will make her love him. She protests as he forces himself on her; with her back injured, Buffy barely manages to stop him from raping her. Spike is immediately stunned by his behavior and tries to apologize, but Buffy knows he only stopped because she made him. When Xander notices Spike's coat on the stairs, then finds Buffy on the floor in the bathroom with a large bruise on her leg, he realizes what has happened. His desire to go after Spike is thwarted when Willow and Tara arrive to tell Buffy they found plans indicating The Trio are planning to steal a large amount of money. After Xander warns her of Warren's new strength, Buffy rushes off to stop them.
Returning to his crypt, Spike thinks back on his attempted rape, questioning what Buffy and the chip are doing to him. He pours himself a drink, but becomes infuriated not that he attacked Buffy, but that he backed off - something the pre-chip Spike would never have done, especially with the Slayer wounded, but also at the same time feels disgusted with himself that he actually did such an act and with that crushes the glass in his hand. Just then, Clem comes by and Spike begins to wonder exactly what he is. He realizes aloud that he is not a monster, yet can't be a man. Clem tells him that things change, and Spike suddenly gets an idea, and tells Clem that things do change... if you make them.
Warren overturns an armored car loaded up with money from a big weekend at an amusement park. Buffy shows up and fights him, but Warren quickly gains the upper hand. No matter how hard Buffy hits, Warren counters twice as hard. Warren taunts Buffy with his supposed mastery, boasting that he has finally bested the Slayer when no one else has ever done so. Jonathan jumps on Buffy's back and appears to be fighting her, but he quietly informs her that she needs to smash the Orbs in order to defeat Warren. Warren finally overpowers Buffy and has her at his mercy, but Buffy, noticing the pouch containing the Orbs of Nezzla'khan on his belt, immediately grabs it and destroys them before kicking the now-depowered Warren full force in the chest. As a visibly enraged Buffy advances, Warren, outraged and humiliated, uses a hidden jet pack to escape freely into the sky, but not before swearing that he will take Buffy down. Andrew reveals he too has a jet pack, but when he tries to escape, he only knocks himself out on the overhanging roof above him. As the cops haul Jonathan and Andrew off to jail, the jet pack-less Jonathan realizes that the two were about to betray him.
Meanwhile, at the city limits, Spike boards his motorcycle and leaves Sunnydale. He makes a promise that when he returns, things will be different.
Willow and Tara get dressed and while hugging, Tara notices Xander and Buffy in the backyard together. Buffy and Xander begin to discuss Buffy's relationship with Spike, and Xander tells her that he was hurt she didn't trust him enough to tell him about the relationship but accepts that he gave her plenty of reason to believe he would react badly. The two accept they've made some very bad choices recently but know they can't imagine life without the other, and they make up...
Only for Warren to enter the backyard, ranting about his recent defeat and declaring his intentions of revenge; deciding to go for the simple approach, he produces a 9MM and aims directly at Buffy. She pushes Xander to the ground, taking the bullet as Warren starts shooting randomly. One of the bullets breaks the window to Willow's bedroom... and in the most infamous and heartbreaking moment in the entire Buffyverse, said bullet strikes Tara right in the heart. Willow is then covered in the blood of the love of her life as Tara only has enough time to say "Your shirt..." before the hole in her chest registers and she collapses. Xander tries to stanch the bleeding of Buffy's chest wound, while in the house, Willow cries out as she holds Tara's lifeless body and her eyes turn magically dark red with pain and fury.
- Ambiguously Gay: King Andrew of the Ambiguous Gayness returns again, becoming rapidly less ambiguous.
- Amulet of Concentrated Awesome: The Orbs of Nezzla'khan give whoever possesses them Super Strength and Nigh-Invulnerability.
- Attempted Rape
- Big "NO!": Andrew seeing the archway collapse on Warren.
- Bizarre and Improbable Ballistics: The bullet that kills Tara has to make at least two sharp turns in mid-air. The first one to travel horizontally from the bullet hole in the window to Tara, after having to travel diagonally upwards to reach a second-story window from the back yard.
- Blood-Splattered Innocents: When Tara is fatally struck by a stray bullet, her only concern is for Willow's ruined, blood-splattered shirt.
- Booby Trap: The Trio's basement gets torn apart by automated buzzsaws after Buffy enters it.
- Broken Pedestal: Xander finally takes Buffy off the pedestal that he's had her on for years after finding out that she and Spike were sleeping together.
- Bully Hunter: The first thing Warren does on gaining superpowers is look up someone who bullied him in school and pick a fight with him by hitting on his girlfriend.
- Bury Your Gays: Hoo boy. Joss however said he was unaware of the trope, and that whoever Willow was in love with would have died.
- Clothing Damage: Buffy's jacket gets damaged by the buzzsaw in the Trio's house. Naturally, this pisses her off.
- Covered in Gunge: Jonathan after wearing the Neezla skin.
- Cliffhanger: Warren shows up in broad daylight with a gun, shoots Buffy on purpose and Tara by accident, and runs. Tara dies instantly, Buffy's close to death and Willow, who just watched Tara die, starts getting glowing eyes as she sobs in rage and grief...
- Curse Cut Short: Warren gets out "I swear to God I'm gonna take you down, you piece of sh—" before taking off in his jetpack.
- Daylight Horror: Spike's rape attempt occurs in a brightly-lit bathroom, in deliberate contrast to their rough but mutually-agreed sex in crypts, catwalks and dark alleys.
- Description Cut
- The Xander/Buffy argument cutting to Tara saying "It's all a mess." (the Trio's captured files)
- Warren says, "Let's make some noise." Cut to Buffy fighting a vampire.
- Diabolus ex Machina: Tara is lethally shot through a window and dies almost instantaneously while in the middle of the room on the second floor. Warren was outside on the ground shooting a pistol randomly into the air and yet on pure luck managed a hit so precise that a Marine sniper perched on the opposite rooftop with a rifle would have been hard-pressed to match it. Seriously, this one's a Trope Codifier.
- Did the Earth Move for You, Too?Tara: When did morning happen?
Willow: After the moon went down. (kisses Tara) I forgot how good this could feel... us together... without the magic.
Tara: There was plenty of magic.
- Disc-One Final Boss: The Buffy fight against Warren.
- Does This Remind You of Anything?: Warrens gains strength from a pair of balls.
- Double Entendre: Tara and Willow work in as many as possible.Willow: Hey. Clothes.
Tara: Better not get used to them.
Tara: What about the Trio's evil scheme?
- Willow and Tara are going through the stuff Buffy retrieved. Unfortunately they're doing it while lying in bed together.
Willow: (moving over to Tara) I'm busy working on my own.
- Double-Meaning Title: Could be referring to Andrew going off the deep end, or Willow at the end.
- Double Standard: Rape, Female on Male: According to James Marsters, the rape scene was the idea of a female writer, based on an incident where she tried to force sex on her boyfriend who was breaking up with her. "The thing is, if you flip it and make it a man forcing himself on a woman, I believe it becomes a whole different thing."
- Downer Ending: The most infamous in the Buffyverse.
- Dramatic Irony: It's only when things are about to break down completely between Buffy and Spike that they start to have that 'relationship' talk Spike wanted back in "Gone" and "Tabula Rasa".
- Drama-Preserving Handicap: Buffy gets a back injury during a fight with a vampire, and falls against the bathtub when Spike grabs her, injuring herself again in the same spot. This (along with sheer panic and disbelief that this is happening to her) slows Buffy's response to Spike's attack.
- Drowning My Sorrows: Spike and Xander.
- Dropped a Bridge on Him: Not even spoiling this one because we all know who.
- The Easy Way or the Hard Way
- Even Evil Has Standards: Jonathan, having long since sussed out Warren is out of control, surreptitiously tells Buffy how to defeat him
- Evil Cannot Comprehend Good: Spike assumes that Buffy stopped Xander from killing him because she's secretly in love with him.
- Evil Is Petty: In addition to being a blatant Straw Misogynist, when he gets the Orbs of Nezzla'Khan, the very first thing Warren decides to use them for is to get revenge on a jock who bullied him in high school and try to steal his girlfriend.
- Extremely Short Timespan: The time period spanning from the last scene of this episode up to the end of the season takes place within twenty-four hours.
- Failed Dramatic Exit: After Buffy has defeated Warren and Andrew, the former escapes using a Jet Pack. Andrew reveals that he has a jet pack as well, and tells Buffy that it's not over and We Will Meet Again before jetting into an overhanging roof and knocking himself unconscious.
- Famous Last Words: We know them.
- Jonathan re Warren. "He's going to end up getting us thrown into jail. Or worse."
- Buffy tells Spike that she does have feelings for him, but doesn't trust him enough for those feelings to become love.
- For the Grand Finale: "Great love is wild and passionate and dangerous. It burns and consumes." / "Until there's nothing left."
- Andrew telling Warren he's done being the bait. "Next time one of you can wiggle on the hook."
- Friendship Moment: When making up after their previous argument, Xander says he doesn't know what he'd do without Buffy and Willow, to which Buffy replies "Let's never find out".
- Geographic Flexibility: Sunnydale has an amusement park too.
- Get Out!: The first thing Buffy says to Spike in the bathroom scene. It goes downhill from there.
- A Glass in the Hand: Spike breaks a bottle in his hand after having a Flashback Cut of his Attempted Rape of Buffy.
- Growing Muscles Sequence: Averted when Warren activates the orbs.Andrew: [You] don't look any different. I thought they were supposed to make us all huge and veiny.
- Gut Punch: For sheer emotional value, Tara's death was the most brutal kill Joss Whedon ever had.
- HeelFace Turn: Jonathan tips Buffy to Warren's Achilles' Heel.
- He Is Not My Boyfriend: For once, this is true.Buffy: [Anya did] something very stupid.
Xander: With your boyfriend.
Buffy: He is not my boyfriend.
- Hide Your Lesbians: Averted; after two years of lesbian love being conveyed by Held Gaze, Intertwined Fingers and Does This Remind You of Anything? subtext, we suddenly have three smoochy scenes in a single episode between Willow and Tara! Unfortunately, it doesn't last.
- Homoerotic Subtext: Andrew re Warren."I can't wait to get my hands on his orbs."
Andrew: How could he do this to me? He promised we'd be together, but ... he was just using me. He never really loved... hanging out with us.
- The subtext rapidly became text:
- I Should Have Done This Years Ago: Buffy has this to say after fighting Spike off.Buffy: Ask me again why I could never love you!
Spike: Buffy... My God, I didn't--
Buffy: Because I stopped you! [quieter] Something I should have done a long time ago.
- Inadvertent Entrance Cue: Willow is saying (re Buffy and Spike) "You know, when two people have such strong feelings for each other—" when a bedsheet-wrapped Tara steps out into the corridor, turning Dawn into Squee! Girl.
- Instant Death Bullet: Well, not instant, but close enough. Tara barely has time to say two words to Willow before the hole in her chest registers and her brain shuts down.
- Is That the Best You Can Do?: Buffy knocks Warren into a stone archway. He gets up unharmed.Warren: Is that all ya got? (archway collapses on top of him)
- It's All About Me: This marks the moment when Warren makes his own ego clear; for all his talk about the Trio being equal partners, he was keeping the Orbs of Nezzla'khan for himself.
- Jet Pack: Warren does a Villain: Exit, Stage Left using a jetpack hidden under his jacket. Andrew tries to follow suit, but fails to notice he's standing under an overhanging ceiling and knocks himself out.
- Large Ham: Warren really goes off the deep end."You think you can just do that to me? You THINK I'd let you get AWAY WITH IT? HA HA! THINK AGAIN!"
- For context: While saying this he is pointing a gun at Buffy. The line is designed to show that he's coming unhinged, and took the whole "evil nemesis" thing vastly more seriously than the other two members of the trio.
- Last-Second Word Swap: More Ho Yay from Andrew re Warren.Andrew: He never really loved... hanging out with us.
- Leave the Two Lovebirds Alone: Dawn is eager to give Willow and Tara some space. Eventually the lovebirds depart for Tara's dorm so everyone can have the house back. This means Buffy is alone in the house when Spike pays a visit...
- Living Bodysuit: The Trio skin the Neezla demon so they can pass through the energy barrier and steal the orbs.
- Love HurtsSpike: I wanted something, anything to make these feelings stop; I just wanted it to stop! (whispers) You should have let him kill me.
- Love Makes You Evil: Love makes you an attempted rapist, in Spike's case. And Willow losing her love, whoooo boy...
- Meaningful Echo: In "Dead Things" Buffy said that the only time she felt anything was when she was sleeping with Spike. Here Spike says when trying to rape her, "I know you felt it. When I was inside you. You'll feel it again, Buffy. I'm gonna make you feel it!"
- Metaphorgotten: Both Anya and Xander start talking to a woman in a bar and end up ranting about their recent problems.
- Modesty Bedsheet: Given that it involves two women, at least it's less conspicuous.
- Mood Whiplash: Willow and Tara finally get back together after being apart for the entire season and are shown incredibly happy for the whole episode. Amber Benson finally gets to be in the opening credits, too! Everything's going great...then Warren kills Tara.
- Moral Dissonance: Spike believes Buffy is in denial about her love for him, and so tries to force himself on her, hoping to reignite the violent passion of their sexual relationship.
- Mundangerous: Laid low by a bullet instead of a supernatural threat.
- My Favorite Shirt: Buffy gets her leather jacket sliced by a bandsaw. "OK, that's gonna cost ya."
- My Girl Is Not a Slut: There are shades of this with Xander and Buffy. Almost kinda.
- My God, What Have I Done?: Spike tries to force himself on Buffy before she stops him. He looks up at her, realizing how far he just crossed the line.Spike:"Oh god. Buffy... I didn't —"
- Neck Snap: Warren tests his new powers by doing this to a Neezla demon.
- Nerds Speak Klingon: Buffy finds a bunch of documents in the lair of the nerdy Trio. Willow and Tara are not able to all decipher all the documents, but Xander recognizes it on sight.Xander: It's Klingon. They're love poems. Which has nothing to do with the insidious scheme you're about to describe.
- Nice Job Breaking It, Hero!: Due to all the shit she was dealing with, rather than just subduing Warren, Buffy humiliates him, and lets him get away. Several hours later he shows up with a gun, shoots her, and kills Tara, resulting in an extremely pissed off Willow.
- Noodle Incident: When a now super-strong Warren seeks revenge on a high school bully of his and refreshes his memory."You and your jock buddies used to give me such a hard time. That thing with the underwear? God, I thought I'd never stop crying!"
- Not-So-Harmless Villain: Subverted. We knew from the get-go Warren had some darkness, "Dead Things" confirmed it, and here it's crystallized.
- Oh My Gods!: Xander lets out a "Sweet fancy Moses!" after Warren lets fly.
- Person as Verb
- Post-Climax Confrontation: Just when it seems like the story has been wrapped up, Warren appears, and shoots Buffy and Tara.
- Pre-Asskicking One-Liner
- Product Placement: The Trio's hideout has a bank of Apple flat-screens, the favorite computer company of the series. We later see Willow working with her iBook again.
- Promotion to Opening Titles: Amber Benson is promoted. This was the tipoff something would happen, but no one was prepared...
- Punched Across the Room:
- Warren now has this power, as well as Punch Catch.
- During the rape scene, Buffy struggles and pleads with Spike to get off her; he only stops after she kicks him across the bathroom into the wall.
- Rape as Drama: The writers knew that Spike had to commit something particularly shocking to make his decision to undergo the Demon Trials plausible, especially given his Badass Decay. In-Universe Spike is horrified because he tried to rape Buffy, not for the rape itself — in fact he's just as upset that he didn't go through with it. Xander views the act as one with the mass murders Spike committed in his pre-chip days. Buffy appears to blame herself, conscious of how her desire for rough sex and "No" Means "Yes" behaviour has led up to this point.
- Reality Ensues: Warren's plot is thwarted, the heroes have their denouement with the talking about their feelings... and then Tara is shot dead by a stray bullet when Warren comes back with a gun.
- Red Eyes, Take Warning: The cliffhanger at the end shows Willow's eyes turning red.
- Rhetorical Question Blunder: Buffy is up against a vampire who's putting up a good fight.Buffy: How hard you gonna hit when you're blowin' in the wind?[Vampire kicks Buffy into a tombstone just as she dusts him]Buffy: [groaning in pain] That was rhetorical.
- Rock Bottom: Xander says he thought he'd hit rock bottom with his wedding breakup over Anya, but the news of Buffy sleeping with Spike managed to be an extra kicker.
- Rule of Symbolism: Willow and Tara wake up among red sheets.
- Running Gag: "Warren and Jonathan and that other guy have been watching Buffy."
- Sex Equals Love: What Spike believes — all that violent passion must have meant something to her, right? Nope.
- Shout-Out: When Spike complains about the chip in his head, Clem suggests using a wet cloth.
- So Happy Together: We finally get to see Willow and Tara together. Fans immediately knew something was in the offing, but again, no one was ready.
- Some Kind Of Forcefield: The barrier protecting the orbs.
- Shower of Angst: Inverted from the usual scenario. Buffy is about to have a hot shower to soothe her back injury when Spike walks in on her — her vulnerability at that point only increases the tension. When Xander finds Buffy afterwards, she's sitting on the floor crying, not in the shower.
- Small Name, Big Ego: Warren rants about how he's smarter and stronger than Buffy after acquiring the Orbs, but in practical terms the Orbs were the only reason he had any chance against Buffy.
- Speaking Simlish: Spoofed; the ancient text the geeks had in their basement is actually a Klingon love poem.
- Squee!: Dawn on realising Willow and Tara have gotten back together again.
- Squick: In-Universe, while searching for the Trio Buffy has a good look at the scantily clad figurines they collect and is clearly put off by their lecherous ideas about women.
- Static Stun Gun: Used by the Trio on the Nezzla demon.
- Stay Frosty: Warren to Andrew.
- Surprisingly Sudden Death:
- Tempting Fate: Warren runs into Buffy's lawn, shoots a few times with a gun, and Buffy and Tara are both hit, which sends Willow on a revenge spree.Buffy: How hard you gonna hit when you're blowin' in the wind?
(Vampire kicks Buffy into a tombstone just as she dusts him)
Buffy: (groaning) That was rhetorical.
- Tested on Humans: Warren tests Jonathan's ability to survive the Nezzla demon barrier by shoving him through it.
- That Came Out Wrong: Willow and Tara come downstairs, all Holding Hands and giggly.Willow: Okay, we're here, ready for action! ...uh, bad guy fighting action.
- There Was a Door:
- Third Act Stupidity: Warren attacks Buffy in her home instead of fleeing Sunnydale. Likely a sign of his Villainous Breakdown by this stage.
- This Is Your Brain on Evil: Warren activating the orbs.
- Toasted Buns: Warren yelps as he takes off with his Jet Pack.
- Twisted Echo Cut: Anya is ranting about Xander.Anya: And then he thinks he can just sweep the carnage underneath the rug by saying , "Oh—"
Smash Cut to Andrew: (backing off from a demon) I'm sorry! Sorry!
- Unskilled, but Strong: Buffy manages to knock Warren about during their fight despite his superior strength, throwing him into an armoured car or under a stone archway that subsequently collapsed on top of him; the invulnerability granted by the Orbs is the only reason Warren didn't lose the fight earlier, and he flees as soon as he realises that the Orbs have been destroyed.
- Visual Innuendo: Feminist Fantasy Buffy destroys Straw Misogynist Warren's power by busting his balls...err, orbs. He responds by getting a gun.
- We Will Meet Again: Spike on his bike.Spike: "Get nice and comfy, Slayer. I'll be back. And when I do, things are gonna change."
- Wham Episode: This episode ranks as the biggest Drama Bomb episode in the entire franchise, one of the most iconic and devastating plot twists in TV history.
- Wham Line:Warren: "You think you can just do that to me?! You think I'd let you get away with that?! (laughs crazily) Think again."
- What Were You Thinking?: Xander's response to Buffy sleeping with Spike.
- White Shirt of Death: A variation; when Tara gets shot her blood splatters onto the white shirt worn by Willow. For added effect, Tara doesn't even realize she was shot; her last words are a confused "Your shirt?" before she falls.
- Worf Had the Flu: Spike's attempted rape of Buffy only got as far as it did because a run-of-the-mill vampire had got a lucky shot in earlier (as she was staking him, no less). Both injuries carry over into Buffy's fight with a superpowered Warren; he can tell she's off her game.
- Wrong Name Outburst: Tara and Willow are smooching when Tara looks out the window and sees: "Xander!"Willow: OK, not quite the response I was looking for.
- You Fight Like a CowWarren: You think maybe you could put in a word for me with that Anya chick? 'Cause if she's taking it from a vamp, I think I might have a chance.
Xander punches Warren — and gasps in pain.
Warren: No wonder she's screwing a dead guy. You hit like a girl.
Xander: Well, at least I know how to get one.
- You Have GOT to Be Kidding Me!: Buffy whines "Oh come on!" after seeing Warren take off in a Jet Pack.