Directed by James A Contner
At the airport, Buffy, Dawn, and Xander are waiting for Willow's return from England. As passengers leave the plane, Buffy and Dawn discuss the fact they are not sure how they are going to act around Willow, since the last time they saw her, she had killed and was ready to kill them. However, Xander intends to just treat her as he normally would, pointing out that Giles wouldn't have let her return until she'd completely recovered. Buffy then admits that Willow hadn't completed Giles's lessons, causing Dawn to worry. As Buffy assures her sister that Giles would not have sent Willow back if she was any kind of danger to them, Xander realizes all the passengers have disembarked, but there's no sign of Willow...
At this point, the same scene replays, except Willow leaves the plane with the other passengers; however, Buffy, Dawn and Xander are no longer there waiting for her. Willow is dejected that her friends weren't there to welcome her home.
Meanwhile, at a construction site, a young man spray paints a wall of a construction site as a creepy, sing-song voice taunts him from the shadows and then attacks.
Willow lets herself into the Summers house, which appears to be vacant. Going up to what used to be her room, but now has been claimed by Buffy, Willow is reminded of Tara's death. She looks through Buffy's planner and sees contact numbers for everyone but herself, deepening her fears that Buffy, Xander and Dawn no longer consider her a friend. A door closes and Willow goes to investigate, but still her friends are nowhere to be seen. Alone, Willow curls up on the couch. Buffy, Xander, and Dawn return home. Giles has confirmed that Willow definitely should have boarded her plane, however she may have diverted during her transfer in Chicago, or may possibly have slipped away and never left England in the first place. They hear a noise upstairs and check it out, but find nothing. In the living room, the three talk about the reason for Willow's disappearance.
The next morning, Willow tries to call Giles but can't get through as he is in a long meeting with the Watcher's Council. She then heads for the remains of the Magic Box and finds Anya collecting some things from the now burnt out building. Anya is very cold to her and Willow feels guilty about everything. They talk a bit, and Anya fills Willow in on everyone's activities since she's been gone. Willow checks out Xander's construction site, and instead of Xander, she finds a skinned body. At the same time, Xander and Buffy are looking at the body and the familiar sight, makes them wonder if Willow has embraced dark magic again. They hear a noise but cannot see a disgusted Willow climbing the ladder behind them to exit the site at that very moment.
Willow walks the halls of Sunnydale High and proceeds down to the basement, where she finds Spike acting insane. He talks to Willow about the dead body, but also carries on a conversation with something or someone else in the room that Willow can't see. Buffy and Xander maneuver through the basement and find Spike seemingly talking to himself. Buffy and Xander try to get information from him, but Spike is simultaneously conversing with Willow, so his words make little sense. Spike suspects they can't see each other and that Willow's responsible for it. Buffy and Xander interpret some of Spike's comments to mean that he knows about Willow and they suspect she might have something to do with Spike's unstable condition.
Willow goes to Anya at her apartment for help in finding the demon that skinned the guy at the construction site. Anya helps Willow cast a spell to locate demons all over Sunnydale. After the spell is complete, Willow asks Anya to teleport to a cave just outside of the town that showed up on the map. But Anya reveals that she can't for non-vengeance business as a result of her recently undoing a spell.
Instead, Willow takes the long way and walks there herself. At the Summers' house, Dawn immediately begins searching on the computer for demons that skin people. Although Buffy thinks it's a waste of time, Dawn soon finds a demon that meets their specifications named Gnarl. The demon paralyzes its victims with its nails, and then eats strips of skin from the body and drinks the blood.
Realizing they need to search for the scent of blood, Buffy decides to recruit Spike to assist in tracking the demon. He leads them to a cave where the demon can be found. Willow is already there investigating the cave, and the Gnarl spots her. The rest of the gang enters the cave as well, but they don't see Willow. The demon scratches Dawn's stomach, inducing paralysis. Buffy and Xander take Dawn out of the cave and blockade the entrance, unintentionally trapping Willow with Gnarl. Trapped in the cave, Willow listens to the demon taunt her from the shadows in its sing-song voice. He slices her abdomen with a nail and thus paralyzed Willow is helpless against him as he sucks at the wound and starts to slice away slivers of her skin to eat.
Buffy and Xander carry a completely paralyzed Dawn into the living room while Buffy researches the Gnarl and the way to save Dawn. Anya is called to stay with Dawn while they prepare to return to the cave to kill the demon and save Dawn. Anya talks about seeing Willow and reveals that Willow may be at the cave. Panicked that Willow is trapped in the cave, Buffy grabs Anya to join them at the cave. Gnarl continues to eat Willow's skin as he tells her that her friends have abandoned her and she's all alone for him to eat. Buffy arrives and attacks Gnarl, while Anya tends to a badly injured Willow, who still can't see her friends. While Buffy fights Gnarl, Anya informs Willow that her friends didn't leave her alone.
Buffy pokes the demon in the eyes with her thumbs, successfully killing it and ending the paralysis on both Willow and Dawn. Buffy and Xander look where they think Willow is, while Anya runs for help, and slowly the spell making them invisible to each other wears off. Willow is relieved to see her friends and glad they didn't abandon her.
In the morning, Willow meditates and uses magic from the earth to re-grow the skin she lost. Buffy stops by to talk with Willow for the first time since their fight in the Magic Box. Willow reveals that her fear of seeing her friends and their judgment of her led to the invisibility problem from which they all were suffering. Buffy confesses her guilt over briefly suspecting Willow of the grotesque killing when Xander didn't, but Willow doesn't blame her for that. Willow struggles to start meditating again, but she's still weak. Buffy offers her Slayer strength to her friend, and joins in the meditation.
- 555: Buffy's address book. Willow is saddened to see she's not listed.
- Agony of the Feet: Buffy stabs Gnarl in the foot to pin him down before jabbing her thumbs into his eyes.
- And I Must Scream: Willow is trapped and paralyzed in a cave with the demon Gnarl, who paralyzes his victims and then proceeds to eat their skin. One strip at a time.
- Black Comedy:Anya: Oh, wouldn't it be tragic if you were here being kinda silly with your comically-paralyzed sister while Willow was dying?
- Buffy Speak: Shock Face. Wiggins with extra wig. Hell-mouthy.
- Clear My Name: The victim of the week is found without a skin - Dark!Willow's m.o.
- Continuity Nod:
- Xander writes his WELCOME BACK WILLOW sign in yellow crayon, in a deliberate homage to his Talking the Monster to Death speech in "Grave".
- The flayed body is of course similar to how Willow killed Warren in "Villains".
- The Magic Box is boarded up after it got destroyed in the fight between Giles and Dark!Willow.
- On seeing Buffy, Spike tries to think up another word for glowing, which has "got a rhyme." The word is "effulgent," a reference to the love poem William wrote for Cecily in "Fool For Love".
- Dawn does research on the "Demons, Demons, Demons" website seen on Angel.
- Anya's teleporting rights have been removed in punishment for her reversing the vengeance spell in the previous episode.
- The demon location spell was first seen in Season 4's "Goodbye Iowa".
- Willow avoids mentioning bunnies around Anya, who has a phobia about them.
- Xander suggests asking questions about the demon at Willy's.
- Deadpan Snarker:Anya: Come in, enjoy my personal space.Willow: I found a dead body near the school.Anya: Yes, that can happen.
Dawn: (muffled) Stop talking about vomit!!
- Even as she lies paralyzed on the couch
- Eureka Moment:Spike: Everyone's talking to me! Nobody's talking to each other.
- Eye Scream: The Gnarl demon is immune to magic and most injuries. To kill it one has to destroy his eyes. Xander is especially disturbed by this, foreshadowing his own fate.
- Flashback Cut: When Willow goes near the window, she has an audio flashback of Warren killing Tara.
- Flaying Alive: Gnarl rips its victims' skin off in strips, and eats it, while the victim is still alive. It's in the process of eating Willow's skin when Buffy catches up with it, and kills it.
- Friendship Moment: Anya wishes things were better for Willow. Buffy and Willow hold hands.
- Gag Nose: Gnarl has one. Unlike most examples, it's horrifying rather than goofy-looking.
- Homoerotic Subtext: Buffy and Willow holding hands on the bed? Willow and Anya doing spells together?Anya: It did get a little sexy, didn't it?
- I Just Want to Have Friends: Anya and Willow both.
- Immune to Bullets: Willow's magic is no good against Gnarl."Gnarl loves spells. He keeps them as pets. They love him, and they leave him alone."
- Invisible to Normals: Only demons Spike and Anya (and Gnarl) can see Willow, implying she regards herself as Not So Different.
- The Killer in Me: What Willow fears is happening.
- Lampshade Hanging: While helping Willow with a spell, Anya asks if it's gonna "get all sexy". It's like she watched all those Does This Remind You of Anything? moments with Willow and Tara back in season four.
- Laser-Guided Karma: Willow helpless like Warren was, unable to stop the skin from being stripped from her.
- Last-Second Word Swap:Willow: Well, that's why you teleport over there real quick like a bunn— (Death Glare from Anya) real quick and, uh, see if I'm right.
- Lotus Position / Holding Hands: Buffy and Willow.
- Mobile Maze: The basement of Sunnydale High.Xander: We can't use the blueprints to find our way around down here. It's like the walls move or something.
- Motionless Makeover: Dawn is paralyzed by Gnarl. Anya has fun posing her. When they have to run off to save the day leaving Dawn sitting on the couch with her arm extended, Buffy comes back momentarily to stick a remote in Dawn's hand.
- Monster Munch: The graffiti artist is our Victim of the Week. He happens to be wearing a Red Shirt.
- Monster of the Week
- Mortal Wound Reveal:Buffy: Dawn! Are you OK?Dawn: I guess so... (looks down to see cut across her belly)
- Never My Fault / Poor Communication Kills: Lampshaded by Dawn, who points out that everyone is blaming themselves for what Willow has done. "When are people going to ask for help when they need it?"
- Nightmare Fetishist: They'll make a Watcher of Dawn yet.Dawn: OK, so I looked up demons that skin their victims and demons that flay their victims 'cause, you know, same thing. There's a ton of prospects. Anything else gone? Uh, eyeballs, toenails or viscera? That's guts.Buffy: She knows about viscera. Makes you proud.
- Nothing Is Scarier: The Gnarl demon is only shown fully towards the end.
- No Ontological Inertia: To save Dawn from paralytic poison, the team must kill the demon that poisoned her. She recovers abruptly and funnily.
- Now You Tell Me:Buffy: It says the paralysis is permanent.Paralysed!Dawn: Sht!Buffy: No. Oh, wait. My bad. Um, permanent until the creature dies. Sorry.
- Obstructive Bureaucrat: Anya has to file a flight plan every time she teleports.
- Once More, with Clarity!: "Everyone's talking to me! [lightbulb moment] Nobody's talking to each other."
- The Paralyzer: Gnarl paralyzed victims with a touch so it could feed on them at leisure. To the amusement of at least one character, paralyzed victims are poseable.
- Parrot Expo-WHAT?:Anya: Buffy's got some kind of job there helping junior deviants, Spike's insane in the basement, Xander's there doing construction on the new gym-Willow: Wait, Spike's what in the what-ment?Anya: Insane, base.
- Pass the Popcorn: Buffy munches Brazilian nuts while Anya poses her paralytic little sister.
- Pun:Buffy: Spike follows the exciting smell of blood, and we follow the fairly ripe smell of Spike.
Dawn: It's smellementary.
- Rhymes on a Dime: GnarlThey don't want you. (singing) Lock you in, nice white skin... (talking) And if they do return, where will they find you? Inside me, you'll already be.
- Sarcasm Mode / The Mad Hatter: The Scooby Gang follow Spike to...a cliff.Xander: Well, give him a break, Buffy. Maybe it's a vicious skin-eating rock cliff.Spike: There's a cave in it. Look. (pushes the bush aside to show a cave) I'm insane. What's his excuse?
- Spell My Name with a "The": AvertedAnya: Uh, it's not "The Gnarl", just "Gnarl".
- Slasher Smile: The Gnarl pulls this off chillingly. The smile is combined with a childlike personality, and it speaks in a singsong, like it's telling nursery rhymes.
- Speak in Unison:Willow: Something horrible killed a boy. Took his skin right off.Willow & Anya: (suspicious) Was it you?Willow & Anya: (defensive) No!
- Switching P.O.V.: Willow goes down to the Sunnydale High basement to see Spike. Suffering from a slight case of crazy at the time, Spike carries on a disjointed dialogue with Willow, at times speaking to an invisible person who we assume is the First. Minutes later, the scene shifts to Buffy (who can't see Willow) asking questions in the exact same room, with Spike repeating the exact same responses as before, only now the "blanks" from the audience's point of view are filled in.
- Talkative Loon: Subverted as Crazed!Spike figures out what's happening before the Scoobies do.
- Talking the Monster to Death: Xander re his heroics in "Grave"."I saved the world with talking from my mouth. My mouth saved the world."
- Two Scenes, One Dialogue: Willow and Buffy are unable to see each other throughout most of the episode. In the school basement, Willow has a conversation with Spike. Suffering from a slight case of crazy at the time, Spike carries on what seems to be a disjointed dialogue with Buffy, at times speaking randomly and out of turn. Then we see Buffy and Xander talking to Spike, in the same room, with Spike repeating the exact same responses as before, but making a lot more sense now that we know he was talking to two people at once.
- Un-person: Due to her feelings of rejection, Willow's powers cause her to be erased from "family photographs" and Buffy's phone book. Later, she is lying on the couch in one reality, while Buffy, Xander and Dawn are sitting on the couch at the same time in another.
- What the Hell, Hero?:Willow: I wanna help any way I can with that. I feel really responsible.Anya: You feel really responsible? You are really responsible!
- Wrong Genre Savvy: Dawn thinks she's in CSI.Dawn: We can develop a database of tooth impressions and demon skin samples, and I could wear high heels more often.Buffy: Wow, that was so close to being empowered.Dawn: Everybody loves a slender ankle.
- Your Mind Makes It Real / Self-Inflicted Hell: Willow accidentally makes herself and the Scoobies invisible to each other simply by convincing herself that she couldn't face them after what she did. And she may have inadvertently summoned the Gnarl the same way because she felt Giles and the Coven weren't punishing her the way she deserved for flaying Warren.