Directed by Bill Norton
In minutes after Willow's flaying of Warren, Buffy, Xander and Anya run through the woods. As Xander fights the urge to be sick after what he saw, Buffy deduces by Willow's last words ("one down") mean that she's going after Jonathan and Andrew, who are still in jail. Confused, Xander asks why Willow would now try to kill Jonathan and Andrew since they had nothing to do with killing Tara, but Buffy says that Willow has an addictive personality and once she starts something, she won't stop. Anya then brings up the fact that Willow will take some time to get to the jail, even at her magic level. Using her new demon powers, Anya teleports herself to get there first so she can save the boys.
Buffy and Xander then talk about Willow with Buffy saying that now that Willow has killed someone, things change. Xander, however, tries to justify Willow's actions by again reminding Buffy that Warren was a cold-blooded serial killer of women just getting started, and that he finally got what he deserved. Despite this, Buffy still doesn't believe that Warren deserved to die for killing Tara, but she and Xander agree that Jonathan and Andrew definitely don't deserve to die since they never killed anybody. Seconds later, Buffy and Xander find Xander's car destroyed, courtesy of Willow, and Buffy runs ahead by herself, leaving a self-loathing Xander behind to complain.
At the jail, Andrew is still convinced Warren is coming to save them, but Jonathan has a bit of a more realistic view and the two argue. Anya appears in the cell and updates the guys on the events that have happened since they were put in jail. Anya calls to the guard and tries to convince him that he needs to let the guys out because something terrible is coming for them.
Willow arrives outside the police station, puts an officer down with a sleep spell, and uses magic to tear apart the brick wall that keeps her from Andrew and Jonathan's cell. Officers try to stop Willow, but she keeps them all at bay. Anya, who can only teleport herself, is pretty much helpless and can't get the guys out of the cell as the wall breaks apart. Meanwhile, Buffy arrives on the scene and sneaks into the building. Willow floats up to the opening in the wall, but finds that the cell is empty and the bars have been bent apart, courtesy of Buffy. Anya tries to talk to Willow, but Willow knocks her out with a bolt of energy, and lets out a powerful and seemingly endless primeval scream.
Xander steals a police car and gives Buffy, Andrew and Jonathan an escape. Buffy and Xander talk about their plans and question why Willow isn't after them already. They don't have to wait long as a huge semi-truck approaches from behind with Willow on top, controlling the vehicle. Eventually though, Willow runs out of power and the driver stops the truck while Xander and the others escape. Meanwhile, Clem tries to entertain Dawn, but she is focused more on the fact that she is cooped up in the crypt with him and wants to be helping her sister and friends.
In the cave in Africa, Spike reviews the rules of the trial with the demon, and a large man with flaming fists approaches and starts to attack Spike.
Back in Sunnydale, Dawn has Clem lead the way to Rack's moving place, despite his strong misgivings, where Dawn hopes to find Willow. Meanwhile, Anya helps the others into the magic shop and goes to one of the few books Willow didn't drain, an untranslated book of protection spells. Jonathan tries to help, but Buffy isn't interested and he only manages to let them know that Willow will need a recharge soon; Buffy agrees, and makes sure that Jonathan knows that they are only protecting them for Willow's sake. Buffy and Xander talk about keeping Willow from killing Andrew or Jonathan and what is going to happen when they do actually find her.
Willow pays Rack a visit, and the two chat. "Tell me, Strawberry," he whispers, "what on this earth do you want?" Willow quotes Rack back to himself: "Just to take a little tour." She sucks the power, as well as the life, out of the pusher. Minutes later, Clem finally gets Dawn to Rack's place and Dawn goes in to talk with him, but finds Rack dead and a much more powerful Willow waiting for her.
Dawn is frightened by the new Willow, looking paler with black veins running across her face. Dawn asks Willow if she killed Rack, and Willow replies that the killing was a nice clean improvement over Warren. Dawn starts to run, but Willow won't let her leave. Dawn desperately attempts to reason with Willow, but Willow, unmoved and slightly annoyed, simply threatens to turn her back into a ball of energy and end her human existence in order to put an end to her constant whining. Fortunately, Buffy shows up just in time.
At the Magic Box, Jonathan continues to offer help to Xander and Anya as they struggle to translate the book, but Xander suggests he get back to sitting down unless he can do the translating for them. Andrew wonders why Jonathan is helping their supposed enemies and suggests a plan to escape before Willow can get to them. Nearby, Anya and Xander bicker about both the handling of the situation with Willow and the sour turns their relationship took. Xander expresses his guilt about the current situation because he saw Warren's gun before Warren shot Buffy and Tara, but he froze and was unable to do anything. Xander believes that he really is a useless coward, and that he always will be. Anya, who has no intention of helping Xander feel better, says nothing.
At Rack's shop, Buffy tries to reason with Willow and get Dawn out safely, but Willow tells Buffy that she got tired of being the old Willow because the only good part of that involved Tara. When Buffy brings up trying to think about positive things, Willow simply criticizes Buffy's hypocrisy, citing all of Buffy's self-destructive habits and depression since she was revived. As she talks, Willow transports the three of them into the Magic Box where Buffy and Dawn collapse to the floor, weakened by the teleportation, and Willow turns her magic on Andrew and Jonathan, hurling bolts of lethal magic at them. However, a protection barrier stops Willow from hurting Jonathan and Andrew because Anya, hiding around a corner, continuously chants a Sumerian protection spell from the book, some of which she had managed to translate.
Meanwhile in Africa, a burned and bloodied Spike finally manages to defeat his challenger by breaking the man's neck. But Spike quickly finds out that that this was only the first of many tests he must pass.
At the Magic Box, Buffy recovers and tries to talk with Willow and stop her from hurting Andrew or Jonathan. But Willow is relentless and, since she is unable to cast a spell on Andrew and Jonathan, instead casts a spell on herself to make herself supernaturally strong intending to beat them both to death. Buffy steps up to physically stop Willow, but she's carelessly tossed aside. Buffy recovers quickly and returns the favor by punching Willow. Xander, uncertain if Buffy can stop Willow, immediately takes the opportunity to get Dawn, Andrew, and Jonathan out of the shop, although Anya needs to be remain behind to chant the protection spell. Willow attempts to follow but Buffy stands in her way and refuses to let her leave. The then begin a huge fight, wrecking the Magic Box in the process, but neither one manage to gain an advantage over the other.
Xander leads the others through Sunnydale trying to find somewhere to hide until Willow can be stopped. Andrew decides that he doesn't want to stay in Sunnydale but wants to escape to Mexico. When Xander obviously objects. Andrew rebels and pulls a sword on Xander, but Jonathan pulls a sword on Andrew himself and forces him to back off, declaring that they are staying in Sunnydale and going back to jail to do their time when the dust settles.
Buffy and Willow's fight continues until Willow finds Anya hiding and, realizing what she was doing, promptly knocks her unconscious before tossing Buffy aside. Standing over her two bruised and unconscious former friends, Willow boasts in a confident tone that no one can stop her now. Naturally, a bright green light sends Willow flying across the shop as we see one person we didn't see coming.
- Giles: I'd like to test that theory.
- Asshole Victim: Rack
- At Least I Admit It: Willow dishes out a Breaking Speech to Buffy which includes this. In her words, Buffy hates living in the world just as much as Willow does; Willow's just more honest about it.
- Audible Sharpness: Andrew's sword makes a shinng! sound when he holds it under Xander's throat, despite not being drawn from a scabbard.
- Awesome, but Impractical: Willow's Villain Teleportation vs. Anya's.Buffy: She could be there already.Anya: No. She couldn't, a witch at her level. She can only go airborne. It's a thing. More flashy, impresses the locals, but it does take longer.Xander: Longer than what?Anya: Teleporting. (she vanishes)
- Bad Vibrations: In a policeman's coffee cup before Dark!Willow materialises.
- Beware the Nice Ones / From Nobody to Nightmare / Took a Level in BadassJonathan: I still can't believe that was Willow. I mean, I've known her almost as long as you guys. Willow was ... you know. She packed her own lunches and wore floods and was always... just Willow.Both Buffy and Xander look pensive. Suddenly the entire car shakes violently. Dark!Willow is standing on top of a tractor-trailer, controlling it with her magic so it rams into their car.Jonathan: Geez it!Andrew: What was that?Xander: Just Willow.
- Big Damn Heroes: Willow, on a black-eyed bender of murderous, bad-magic-is-bad fury, is mopping the Magic Box floor with the Slayer, the only one who might have been strong enough to stop Willow's skin-flaying rampage. With Buffy down, Willow crows her triumph, informing all present (at least those still conscious) that there is no one on earth who is powerful enough to stop her. Cue Big Damn Hero entrance in the form of Rupert Giles, hepped up on some serious magic of his own, to test Willow's theory.
- Break Them by Talking: Dark!Willow does this to Buffy:Dark Willow: Oh, please! This is your pitch? Buffy, you hate it here as much as I do. I'm just more honest about it.
Buffy: That's not true!
Dark Willow: You're trying to sell me on the world? The one where you lie to your friends when you're not trying to kill them? And you screw a vampire just to feel? And insane asylums are the comfy alternative? This world? Buffy, it's me. I know you were happier when you were in the ground. The only time you were ever at peace in your whole life is when you were dead. Until Willow brought you back.
- The Bus Came Back: Giles, in a surprise appearance.
- Cliffhanger: "I'd like to test that theory."
- Compelling Voice: Dark!Willow tells a police officer to take a nap. He immediately collapses unconscious.
- Dead Guy on Display: Dawn enters Rack's room to find his dissecated corpse floating in mid-air.
- Digging Yourself Deeper: A panicked Andrew runs into Willow, who knows he was an accomplice in the killing of Tara:
- Andrew: Warren killed Tara. I didn't do it, and he was aiming for Buffy anyway.
Willow: [glowering] Not making it better.
- Dumbass Has a Point: Andrew goes off on a rant full of Star Wars references, insisting that Willow won't stop with them and may very well turn on the Scoobies next. Anya acknowledges that Andrew has a point, reminding Xander that Willow did try to run him and Buffy down.
- Everybody Was Kung-Fu Fighting: Dark Willow comes with She-Fu skills that she uses in her fight with Buffy.
- Everyone Has Standards: Jonathan. Unlike Andrew, who just sits around whining and complaining about everything the Scoobies are doing to keep them alive, Jonathan accepts responsibility for his role in the actions that caused all this, tries to provide Buffy and the gang with information that might be useful, and angrily holds Andrew at swordpoint to force him to release Xander, insisting that if they survive, both of them are going back to jail to face justice for their actions.
- False Reassurance: Willow tells Buffy she wasn't planning to hurt Dawn (no, just turn her back into a ball of energy). Also this scene.Buffy: I don't want to hurt you. (gets Punched Across the Room)Dark!Willow: Not a problem.Buffy: (getting up again) I said I didn't want to. (backhands Dark!Willow) Didn't say I wouldn't.
- Also a Call-Back to what Spike says to Dru during the Season 2 finale.
- Final Boss: Dark!Willow.
- Ghost Butler: Dark!Willow does some remote door slamming to stop people fleeing from her.
- Groin Attack / Neck Snap: Spike taking down the Walking Action Figure.
- Guy-on-Guy Is Hot: Literally!
- Hand Blast: Willow does this now.
- Hesitation Equals Dishonesty: How Willow can tell Buffy doesn't believe her own words.
- Hero Stole My Bike: Xander steals a police car to give Buffy a quick getaway.
- Homoerotic Subtext: Andrew says he'll find those hidden transmitters, "if I have to check every hole in my body and yours."
- I Am the NounDawn: You're back on the magics.Dark Willow: No honey, I am the Magics.
- I Can't Sense Their Presence: In the previous episode, Anya was able to sense and track Willow due to her thirst for vengeance against Warren. After saving Jonathan and Andrew, Anya tells Xander and Buffy that she can't sense Willow anymore, meaning that whatever she's feeling has "gone way beyond simple vengeance."
- "I Know You're in There Somewhere" Fight: Buffy tries this on Dark!Willow. It doesn't work.Buffy: Willow, I know what you want to do, but you have to listen to me. The forces inside you are incredibly powerful. They're strong ... but you're stronger. You have to remember you're still Willow.Willow: Let me tell you something about Willow. She's a loser. And she always has been. People picked on Willow in junior high school, high school, up until college. With her stupid mousy ways. And now? Willow's a junkie.
- Involuntary Battle to the Death / Walking Shirtless Scene: Spike vs. The Walking Action Figure with Flaming Fists.
- Ironic Echo: "Just going to take a little tour." Willow tosses Rack's words from "Wrecked" back at him before draining his powers and his life.
- It's All My Fault: During an argument with Anya, Xander admits that he saw the gun in Warren's hand before he even raised it, and just stood there, frozen in fear, while he shot Buffy and Tara.Xander: You wanna tell me how useless I am? That it's my fault? Thanks. I already got the memo.
- Jumping Off the Slippery Slope: Willow killing Warren had many a fan cheering. Killing Rack, okay he was an Asshole Victim. Wanting to kill Jonathan and Andrew, yeah okay you could argue just letting her finish. Wanting to hurt and kill Dawn, Buffy, for fun? There is a reason why fans cheered at the end of this episode too.
- Kick the Dog: When Dawn tries to talk Willow out of killing Andrew and Jonathan, Willow threatens to make her cease existing, saying Dawn does nothing but whine. Willow just about does this when Buffy stops her. Yeah, it's also that trope.
- Kick the Morality Pet: Willow's so far gone by this point that she threatens to turn Dawn back into an Energy Ball just to put an end to her constant whining, and tries to kill Buffy and Xander for trying to protect Andrew and Jonathan.Buffy: You're attacking the people who love you now?
Willow: Only the ones in my way.
- Meaningful Echo: Buffy telling Willow "I don't want to hurt you. Doesn't mean that I won't." is similar to what Spike tells Drusilla in "Becoming, Part II".
- Mexican Standoff: Xander, Andrew, and Jonathan are caught in a two-sided Mexican stand-off when Andrew holds Xander at swordpoint, and Jonathan, trying to keep Andrew from killing Xander, puts his own sword to Andrew's neck.
- Misplaced Retribution: After exacting her revenge on Warren, Willow promptly decides to try to kill his accomplices Jonathan and Andrew, who were in prison at the time and had absolutely nothing to do with it. While the Scoobies (sans Buffy) were so disgusted and furious with Warren that they rallied behind Willow en masse with her intent to kill, they all agree that Jonathan and Andrew don't deserve Willow's wrath.
- Mundane Solution: Seeing Willow has trashed their car, Buffy just runs directly to jail. Later when they're being rammed by the semi, someone asks Buffy, "Any ideas?" She responds, "Drive faster."
- Neck Lift: Dark!Willow to Anya when she finds her doing the protection spell."You can't block my spells if you can't chant."
- Never My Fault: Andrew's attitude. Jonathan disagrees, because they agreed to sign on with Warren to become villains.
- The Nicknamer: Spike calls the cave demon "O Great Mysterious One." Willow calls Buffy "Buzzkill" and "Superbitch." Andrew calls Jonathan "Jerk-a-thon."
- Not Helping Your Case: Warren and Andrew both tried to defend themselves to Willow by pointing out to Willow that Warren didn't mean to shoot and kill Willow's girlfriend Tara. He was aiming for Willow's best friend.
- Offscreen Teleportation: Dawn runs away from Dark!Willow only to find Dark!Willow standing between her and the door.
- Off to See the Wizard: Anya describes Dark!Willow as "the most powerful Wicca in the western hemisphere." Which of course would make her the Wicked Witch of the West.
- Oh, Crap!: Buffy's reaction to Willow discovering Anya, who's hiding in the shadows and backing Buffy up with a chant that blocks Willow's spells.
- Previously On : Covering Season 6. Unlike the usual snippet of Giles saying "Previously..." it featured Xander saying "This is what happened this year," adding more impact to Giles being Not Named in Opening Credits.
- Punch Catch: Not a good idea when your opponent has flaming fists.
- The Resenter: Willow's resentment towards superhero Buffy, needy Dawn, and the world that's belittled her for being a Shrinking Violet nerd comes out into the open.
- Screaming Witch / Make Me Wanna Shout: Willow lets out an impressive one when she sees Buffy has taken her potential victims away.
- Shout-Out: Andrew directly compares Willow to Dark Phoenix.
- Shut Up, Kirk!: Buffy and Dawn repeatedly try to reason with Dark Willow, and every time, Willow shoots them down.
- Suicidal Cosmic Temper Tantrum: Willow, full stop.
- Super Strength: Buffy pulls open the bars on the jail cell. Dark!Willow casts a spell on herself so she's stronger than Buffy, enabling her to beat the Slayer in hand-to-hand combat.
- Tainted Veins: Dark!Willow after absorbing Rack's power.
- Talk to the Fist: Andrew's constant whining and Never My Fault attitude eventually provokes Buffy to punch him in the face.
- Tastes Like Strawberries: Clem warns Dawn of Rack's liking for young human girls, but she isn't in the mood to listen. Fortunately Dark!Willow gets there first.Rack: Look at you now, all grown up. So full of dark juice. And you still taste like strawberries. Only now... you're ripe.
- TelepathyDawn: Willow... please, just listen to me.Willow: You don't have to talk. Just think real loud. I can hear you.
- Teleportation Sickness: Buffy and Dawn collapse after Willow teleports them to the Magic Shop.
- Tempting FateDark!Willow: There's no one in the world with the power to stop me now.
- There Was a Door: Willow uses her telekinetic powers to pull the bricks out of the wall of the police station, getting access to the cell where Andrew and Jonathan are. Buffy just kicks open the doors and gets there quicker.
- Third-Person Person: Tellingly, Dark!Willow switches back to first person when she mentions Tara.
- Travelling at the Speed of Plot: Willow takes an absurdly long time to break through the jail cell wall, giving the other Scoobies enough time to convince Andrew and Jonathan to come with them.
- Villain Has a Point: Willow's Breaking Speech to Buffy is hard to argue against; Buffy herself said more than once that she was happier when she was dead and finds it so hard to be alive again.
- Vomit Discretion Shot:Xander: I think I'm gonna be sick.Anya: Again?Xander: I know, it's just ... what happened back there, the sounds of it. The smell.
- Waxing Lyrical: Before fighting, Spike references Nirvana's "Smells Like Teen Spirit" with the line "Here we are now, entertain us".
- We'll See About That: "I'd like to test that theory."
- Wham Episode: Buffy, Xander, and Anya break Andrew and Jonathan out of prison to protect them from Willow, who almost kills Buffy and Anya if not for Giles returning.
- What Happened to the Loose-Skinned Demon?: The last we see of Clem is him waiting in Rack's foyer while Dawn went in to see Rack. Presumably Buffy told him to take a hike when she turned up to save Dawn.
- You Need to Get Laid: Andrew tries to give a "The Reason You Suck" Speech to Xander and Anya, but fills it with so many Star Wars references that it practically becomes a Nerdgasm:Xander: You've never had any tiny bit of sex, have you?Anya: The annoying virgin has a point.
- Dark Willow has her own Foe Yay version. "Oh Buffy, you really need to get every square inch of your ass kicked."