Directed by David Solomon
Giles prepares to take the Potential Slayers on a trip to the desert to meet the First Slayer. Kennedy, who's sick with the flu, stays home and after hearing about all the bickering and problems with the Potentials and their driving trip, Giles wishes he was staying home too. Buffy goes to check on Spike, who's chained up in the basement. They chat about the girls being gone and Spike's decision to stay chained up until they know the First Evil is through with him. While they talk about dealing with that problem, Spike's starts to writhe in pain as unexpectedly, the chip starts frying his brain.
Buffy talks with Willow in the kitchen about Spike's chip and what little they actually know about it. Willow goes upstairs and finds Kennedy is not sick and she's getting dressed for a "mission" which requires Willow's assistance. The mission turns out to be drinks at The Bronze and the sneakiness of it doesn't impress Willow much. Kennedy does manage to get Willow to stay long enough to finish her drink and she starts up conversation about Willow's sexuality. Eventually, Willow opens up and talks about being gay and her relationship with Tara. Back in the basement, Buffy checks on Spike again and after they talk about the potential causes of the chip's glitches, Buffy realizes she's going to have to contact the people who helped put the chip in his head in the first place. Buffy tries to reach Riley on the phone while Spike's chip continues to cause him terrible pain.
Willow and Kennedy finish their drinks as they continue to chat about why Kennedy is interested in Willow. Back at the house, Willow returns to her room and Kennedy follows. Kennedy moves in and kisses Willow, but the kiss has a surprising effect: it makes Willow take on the appearance of Warren. Willow panics and rushes downstairs and scares the rest of the gang with her appearance and potential First Evil quality. It takes some convincing, but once Buffy actually hits Warren and Willow reminds Xander of some other kindergarten stories she knows, they realize it's not The First. Willow goes off to handle her glamour problem, but she finds unwanted company in Kennedy tagging along.
After yet another attack of Spike's chip, Buffy and Spike return to the site of the Initiative in hopes of getting some of the drugs Spike was supposedly given to subdue him whenever his chip went crazy. They climb back inside the buried building through a trap door in the ground.
The Watcher Robson calls the Summers' residence and informs the gang about Giles's seemingly fatal encounter with the Bringers and an ax, mentioning that he blacked out just as the Bringer was about to swing and by the time he woke up Giles was gone. This gives the gang concern, since Giles never mentioned this to any of them start to question whether Giles survived that encounter or not, as if he died then the First may have taken his form to infiltrate Buffy's inner circle. Andrew mentions that the First is incorporeal so they'd know it was really Giles if any of them have touched him... but no-one can recall actually doing so. and worry when none of them can remember a time when Giles actually touched someone. Xander, Anya, Dawn, and Andrew quickly rush to the desert knowing that if Giles is really the First then he has successfully isolated all the potentials. They discover when they are able to touch him that it is really Giles leaving him annoyed with them.
Willow takes Kennedy to meet with the Wiccan group at UC-Sunnydale. She's surprised to see that Amy is a part of the group and claims to have changed her magical ways. Amy attempts to help Willow rid herself of the glamor, but the spell Amy tries brings forth another surprise: A burst of Warren from inside of Willow. Willow tries to run away as she realizes she's not just looking like Warren, she's becoming him. Kennedy tries to follow, but Willow puts up a magical barrier to keep her from doing so.
Buffy and Spike wander through the remains of the Initiative and pass by the many dead bodies of the human and demon sort that were sealed inside. Meanwhile, Willow runs outside in tears but Warren begins to take more control and he heads off on a mission. Inside the Initiative, Spike and Buffy hear noises and then are attacked by a demon. Buffy is knocked down by the demon while Spike's chip misfires again. The demon grabs Spike and drags him off into the darkness.
Kennedy returns to the school and finds Amy packing up supplies and the rest of the group gone. Amy comments on Kennedy's concern for Willow, but Kennedy gets suspicious when she realizes Amy knows she's a Potential and that fact was never mentioned to her.
Guided by Warren, Willow goes to the gun shop where he bought his last deadly weapon and Willow buys the same one. Giles is tackled to the ground by Xander and the others and they're all pleased to find that he has a solid form and is not the First Evil.
Buffy battles with and finally kills the demon inside the Initiative. As she crouches down by Spike, lights turn on and a flood of military men reveal themselves. The commanding officer explains that Buffy's attempted contact with Riley was successful and that they're there to help her and Spike. Buffy talks with the commanding officer and he reveals that Spike's chip is a danger to him now. She is given the choice to decide whether the chip is fixed or removed.
Kennedy confronts Amy about the fact that Amy is responsible for Willow's current "Warren" problem. Amy reveals that she put a hex on Willow for fun because Willow was able to do so much evil and still get the love of her friends back. Kennedy is determined to save Willow and stop Amy, but Amy's not threatened. Armed with a gun, Willow charges into Buffy's backyard where Kennedy is waiting after being transported by Amy. Willow starts to relive the moment of Tara's death from Warren's perspective, but Kennedy talks her down. Through her sobs, Willow reveals that she turned into Warren not because he was the man she murderedbut because he was Tara's killer. She tells Kennedy that when she kissed her, she forgot just for a moment to grieve for Tara, and in forgetting, she let her truly diein essence, killing her. She then says she's worried that she's going to lose the battle with Warren for her body. Kennedy convinces her otherwise and brings Willow back by kissing her.
- Abandoned Laboratory: Spike and Buffy go to the Initiative base to find the drugs they used to keep him passive, in the hope of reducing his pain.
- Beautiful All Along: Willow asks why Kennedy would be interested in her. She replies, "Have you seen yourself?"
- Bitch in Sheep's Clothing: Amy; her demure, reformed act is exactly that.
- Buffy Speak:Willow: For someone who's sick, you look surprisingly robust and casual dressy.
Kennedy: I like the way you speak. Interesting.
- Lampshaded when Kennedy lists the things she finds attractive about Willow:
- But Liquor Is Quicker: Kennedy describing the lesbian dating scene:It's like flirting in code, it's using body language, and laughing at the right jokes. And looking into her eyes and knowing she's still whispering to you, even though she's not saying a word. And that sense that if you can just touch her, just once, everything will be okay. For both of you... [suddenly flippant] Or, if she's really hot, you get her drunk and see if she comes on to you.
- Kennedy haters among the fans complained about her dodging her training to go on a date with Willow, but it's hardly different from the stunts Buffy would pull with Giles in the first few seasons in order to have a social life.
- Riley Finn leaves the decision-making re Spike to Buffy, as he did in "As You Were" when he'd been given permission to kill Spike for selling demon eggs but (realising Buffy was now in a relationship with him) refused to unless she agreed.
- An instant of happiness makes Willow forget her guilt, leading to her transforming into someone evil. Fortunately she got over it quicker than Angel(us) did.
- Character Tics: Warren had a distinctive downward-chopping gesture that he made with both hands whenever he was annoyed. This is used for a meaningful moment when Willow is being taken over by his personality.
- Chekhov's Gun: The pistol Willow buys becomes a plot point in the next episode.
- Chekhov's Gunman: Amy returns, as does Giles' fellow watcher Robson (offscreen).
- Continuity Nod:
- Giles' description of the Vision Quest involving the "hokey pokey" was from a quip Buffy made in "Intervention".
- Willow assumes she's put a spell on herself due to subconscious guilt, as happened in "Same Time, Same Place".
- Willow threatens to tell some "non-yellow crayon stories" about Xander, referring to Xander talking Dark!Willow down from destroying the world with his story about Willow in kindergarten crying over a broken yellow crayon in "Grave".
- The Wiccan group in UC Sunnydale last seen in "Hush", where Willow and Tara dismissed them as mere pretend witches. It appears they now have some genuine talent, though the practice of serious magic scares them off. And they still do bake sales.
- Willow reenacts the shooting of Buffy and Tara in the garden of Buffy's home ("Seeing Red"). Alyson Hannigan does an amazing job copying Adam Busch's movements.
- Covert Group with Mundane Front: The phone number Buffy calls in an attempt to contact the Initiative turns out to be a flower shop. This is likely a tongue-in-cheek reference to The Man from U.N.C.L.E., whose New York Headquarters could be entered via Del Floria's tailor shop. It's later revealed that Agent Finn did in fact get the message.
- Dramatic Drop: Andrew drops his plate on seeing 'Warren'.
- Dramatic Gun Cock: The Initiative making their entrance.
- Economy Cast: Drew Z. Greenberg and David Solomon say in their DVD Commentary that the reason there are no potential Slayers (apart from Kennedy) in the episode is because their budget wouldnt stretch to allow for the extra actors.
- Felony Misdemeanor: Andrew threatens to "do something evil" if he is left alone at the house.Andrew: Like... burning something or... gluing things together.
- Flirting and Courtship: Kennedy describing the art of lesbian dating to Willow:"It's like flirting in code, it's using body language, and laughing at the right jokes. And looking into her eyes and knowing she's still whispering to you, even though she's not saying a word. And that sense that if you can just touch her, just once, everything will be okay. For both of you... [suddenly flippant] Or, if she's really hot, you get her drunk and see if she comes on to you."
- Foreshadowing: Amy says of Kennedy how Willow had found herself a big Potential Slayer bodyguard. Big aside, she's gone all Blackwater personal protection in Season 9.
- Gaydar:Willow: What you think you have some special lesbidar or something?Kennedy: OK, you know there's a better word for that, right?
- Gender Bender: Willow is briefly cursed with a Glamour that changes her into a double of Warren. The curse also causes personality to gradually override Willow's own — and eventually influences her to try to re-create his attack on her friends.
- The Glomp: Andrew hugs 'Warren', much to Willow's annoyance as he's inadvertently groping her breast region. Xander, Anya, Dawn and Andrew establish Giles' corporeal state by tackling him to the ground.
- Held Gaze: Willow and Kennedy at the Bronze.
- I Never Said I Was A Potential: Tips off Kennedy that Amy knows more about what Willow has been up to than she claimed.
- Jumping Off the Slippery Slope: Even given Amy's descent into magic addiction last season, her sudden appearance as a mustache-twirling villain seems like quite a leap.
- Karma Houdini: Last appearance of Amy, though in the season 8 comics, she returns as a villain, and working for the Big Bad.
- Kind Restraints: Spike is chained to his bunk in the basement in case the First activates him again.
- Layman's Terms:Kennedy: What did you do to her?Amy: Oh, just your standard penance malediction is all.Kennedy: OK, and that's magic crazy talk for what?Amy: I put a hex on her.
- The Lost Lenore The hex is triggered not by Willow's guilt over killing Warren, but her guilt in the moment she kissed Kennedy; in that moment, she forgot Tara and in her mind, it was like her dying all over again.Willow!Warren: I'm being punished. I kI kissed you just-just for a second, but it was enough. I let her go. I didn't mean to.Kennedy: Kissing me didn't mean th—Willow!Warren: No, she was never gone. She was with me. We should have been forever, and I— (cries) I let her be dead. She's really dead. (breaks down into tears) And I killed her.
- Magic Kiss: Lampshaded when Willow is turned into Warren. At the end of the episode Kennedy works out how to reverse the spell.
- Meaningful Background Event: Spike passing out from the pain as the Scoobies are distracted with Willow!Warren.
- The Mind Is a Plaything of the Body: Willow takes on Warren's personality the longer she stays in his body.
- Memetic Molester: Lampshaded In-UniverseGiles: Now wait a minute. You think I'm evil... if I bring a group of girls on a camping trip and don't touch them?
- Noodle Incident: When Willow falls victim to a curse that makes her look Warren, and she has to convince Buffy, Xander, and the gang that she really is Will and not Warren or The First.Willow/Warren: I'm Willow.Xander: Are you sure?Willow/Warren: (pissed) There are other stories from kindergarten. Non-yellow-crayon stories in which you don't come out in such a good light. An incident involving Aquaman underoos, for example - want me to start talkin'?Xander: (hurriedly) Hey, it's Willow!
- Nostalgia Filter: AvertedBuffy: Remember when things used to be nice and boring?Willow: No.
- Not Quite Dead: Robson survived being stabbed In the Back by a Bringer in "Sleeper".
- Orbital Kiss: Used when Willow turns into Warren while kissing Kennedy, and when she changes back.
- Playing Sick: Kennedy fakes being sick to get out of going on a vision quest with the other slayers, giving her a chance to take Willow out on a date.
- Punched Across the Room: Amy does this to Kennedy with magic.
- Remonstrating with a Gun / Gangsta Style: Willow!Warren recreating the Buffy/Tara shooting.
- The Resenter:Amy: This is not about hate. It's about power. Willow always had all the power, long before she even knew what to do with it. Just came so easy for her. The rest of us...we had to work twice as hard to be half as good. But no-one cares about how hard you work. They just care about cute, sweet Willow. They don't know how weak she is. She gave in to evil...stuff worse than I can even imagine. She almost destroyed the world! And yet everyone keeps on loving her? So what's wrong with having a little fun, huh? Taking her down a peg or two?
- Series Continuity Error:
- The Initiative was supposed to have been closed down after the events of "Primeval" and their Elaborate Underground Base filled with concrete, yet bodies and even an experimental subject are still there. Handwaved in the Buffy comics by saying the job was delegated to government contractors who failed to follow through.
- As the Television Without Pity recap pointed out, Spike talking about the Initiative doping him up when the chip started hurting makes no sense, as for one reason, he didn't even know he was chipped until he tried to attack Willow.
- Serious Business: Giles complains that the Potentials aren't taking the Vision Quest seriously.Giles: Do you think they appreciate the gravity of what we're undertaking? It's frightening, and it's difficult. And then, apparently, someone told them that the vision quest consists of me driving them to the desert, doing the hokey pokey until a spooky Rasta-mama Slayer arrives and speaks to them in riddles. (Meaningful Look at Buffy)Buffy: (embarrassed) That's not exactly how I put it...
- Screams Like a Little Girl: Willow!Warren gives a loud squeal when she suddenly bumps into Kennedy.Kennedy: OK. Safe to say no one will ever accuse you of being too butch.
- Shout-Out: When Kennedy is teleported into Buffy's backyard she says to herself "That was a hell of a thing," a reference to Galaxy Quest, mimicking Tony Shalhoub's understated attitude to being teleported for the first time.
- Slasher Smile: Willow!Warren buying the gun.
- Some Kind Of Forcefield: Willow!Warren blocking Kennedy from following her.
- Spot of Tea / Book-Ends: Willow brings tea for a 'sick' Kennedy, despite Buffy's teasing. The episode ends with Kennedy offering to make tea for a weary Willow.
- Teeth-Clenched Teamwork:Soldier: We're to provide you anything you need to help assface here. (Buffy and Spike stare at him) Those were [Riley Finn's] exact words, ma'am.
- Tempting FateSpike: This [pain] seemed easier than the others. See? Probably just gonna fade— (starts screaming in agony)
- This Is for Emphasis, Bitch!:Willow!Warren: You were there, bitch! You saw it!
- The Unreveal: The soldiers tell Buffy they can either repair Spike's chip or take it out. We don't discover Buffy's decision until the next episode.
- Who You Gonna Call?: Spike points out that the Scoobies can't just hit the Tome of Eldritch Lore for information on behaviour modification technology.Buffy: No, it's not a book thing. It's a phone thing.Spike: Who ya gonna call? (beat) God, that phrase is never going to be usable again, is it?Buffy: Doubt it.