Buffy the Vampire Slayer
Season 3, Episode 1
301 Anne
Air date September 29, 1998
Written by Joss Whedon
Directed by Joss Whedon
Episode Guide
"Becoming, Part Two"
"Dead Man's Party"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Charisma Carpenter Cordelia
David Boreanaz Angel
Seth Green Oz
Anthony Stewart Head Giles
Guest Starring
Kristine Sutherland Joyce
Julia Lee Lily
Carlos Jacott Ken
Mary-Pat Green Joan
Chad Todhunter Rickie
Co Starring
Larry Bagby III Larry
James Lurie Teacher
Michael Leopard Roughneck
Harley Zumbrum Demon Guard
Barbara Pilavin Old Woman
Harrison Young Old Man
Alex Toma Aaron
Dell Yount Truck Guy
Jeff Pruitt Demon Bouncer
Mark Garcia Prisoner
Band (Bellylove)
Lisa Rae Black Guitar Player
Toni Valenta Singer

"Anne" is the season premiere of the third season of the television show Buffy the Vampire Slayer, and the thirty-fifth episode in the series. It was directed and written by Joss Whedon. It was originally broadcast on September 29, 1998.

Buffy has fled both Sunnydale and her duty; the Scoobies try to carry on without the Slayer.



Back in Sunnydale, lacking a Slayer, the Scooby Gang has tried to temporarily take her place. They attempt to slay Andrew Hoelich, a newly risen vampire, but they are very uncoordinated and weak. They discuss Buffy's absence and Willow wonders if Buffy knows school starts the next day. Meanwhile, Buffy is on the beach and Angel finds her and wraps her in his arms. They embrace and he tells her, "I'll never leave. Not even if you kill me". Then, Buffy wakes up. She has taken up residence in Los Angeles where she is living in a tiny apartment and working as a waitress at a diner, Helen's Kitchen.

The next day, school starts in Sunnydale. Willow is disappointed when Oz tells her that he will be repeating his senior year of high school, since he didn't graduate and didn't go to summer school. She doesn't know what to think about it. Giles continues his search to find Buffy, following all the leads he has, only to be disappointed by them. Xander and Cordelia, having been away from each other all summer long, are each separately looking forward to seeing one another. But when they meet, they feel awkward and say only a few words to each other, and walk away angrily.


Lily and Rickie

While working in Helen's Kitchen, Buffy encounters homeless teens Lily and Rickie. They're looking for a meal for the minor change they have, having spent all of their money getting matching name tattoos that together make a heart. After recognizing the girl as vampire-wannabe Chantarelle, Buffy leaves the diner, claiming to not feel well, and heads to her apartment where she just sits, staring at a can of food. Later, she roams the streets in search of solidarity, and passes an elderly homeless woman slumped in a doorway saying "I'm no one." In Sunnydale, Giles gets a lead on Buffy's location after hearing reports of a girl fighting vampires in Oakland and quickly gets ready to catch the next flight to check it out. Xander and Willow remind him this isn't the first time he thinks he's found Buffy, but Giles is determined to try and leave. Willow asks Xander if there's any chance Giles might actually find her. Xander believes Buffy will only show up when she's actually ready to show up.

That night, Lily finds Buffy on the street and they discuss their previous lives in Sunnydale. Lily asks Buffy if she has any money and if she wants to go to a rave. Buffy says she wants to be alone, but is willing to give Lily the money to go spend with Rickie. An old man walks past them, in a daze, saying "I'm no one." Then, he stops in the middle of the street as an oncoming car drives towards him. Buffy rushes out to him and pushes him out of the way, only to be hit by the car herself. People gather around her and try to call for help, but she claims to be fine and runs off. She runs into a guy named Ken, who's passing out fliers about a teen shelter, and accidentally knocks all of his fliers to the ground. As they pick them up, he tries to make friends with her and get her to visit the home. She declines, claiming she is just fine.

Xander, Willow and Oz mope at the Bronze, listening to the music of Bellylove and talking about how terrible their slaying technique is. Xander suggests they use Cordelia as vampire bait.

Giles returns from his unsuccessful trip to talk to Joyce. She's afraid to leave the house in case Buffy calls or shows up. Giles tries to comfort her and tells her not to blame herself. She doesn't, instead blaming him for taking her little girl away and having a secret life with her.

Lily goes to Buffy the next day, telling her that Rickie is gone and she's worried that something bad might have happened. They go to the blood bank, where Lily and Rickie have donated before, to see if they have seen Rickie. The doctor tells them she hasn't seen him, and Buffy leaves with Lily to continue their search. Buffy finds the elderly man she had saved on the street, dead, having drunk drain cleaner. She notices he has Rickie's distinctive tattoo on his arm. It is, in fact, Rickie, but he looks as if he's had the life drained out of him.

When Buffy tells Lily, she doesn't take it very well, accusing Buffy of bringing a monster with her that caused this. Lily runs out. When she hits the streets, Ken finds her and convinces her into coming to the family home, telling her that Rickie is already there. Late at night at the blood bank, Buffy goes searching through the files, attempting to find out what happened to Rickie. She notices that many of the patients' files say "CANDIDATE" on them. The woman who runs the bank shows up, and after Buffy coerces her, she says that she just gives the names of the healthy ones to "him."

Meanwhile, Ken has gotten Lily to change clothes for the "cleansing" and leads her into another room, where he tells her to enter a strange, dirty pool of water. At the front door of "Family Home", Buffy tries to enter undercover. When that doesn't work, she kicks down the door and finds Ken with Lily over the water. However, it's too late for Lily, as the "pool" is actually a portal. Buffy and Ken fight, Buffy trying to save her friend. Instead, both fall through the black pool and into another dimension where time flows at a different rate. Ken reveals himself as a demon of some sort with a human face glued on, and sends his guards after the girls. The two are quickly caught and told that they will be living there for as long as they can serve as useful slaves. In this dimension time runs differently: a century passes in their dimension, but only a day on Earth. Slaves who are too old to work are returned to their former dimension to die on the streets. Buffy then realizes that this is what happened to Rickie. They have been chosen because they're "no one"—there is nobody to miss them or notice their absence. Buffy says she wasn't chosen, but Ken tells her that it doesn't matter, because he knows who she is—she's Anne, a runaway anxious to get lost and hide in the shadows.

At the Sunnydale Cemetery, Cordelia complains about being chosen as the bait. Oz checks to make sure everyone is "packing" with stakes and crosses, and they move toward their hiding spots. Cordelia follows Xander, attempting to tell him that she didn't miss him over the summer, and accuses him of having a summer fling. Suddenly, a vampire comes up from behind Willow and attacks her, interrupting Xander and Cordelia's quarrel. Oz knocks the vampire off and attempts to stake it, but is thrown off. Xander tries to kill it, and Cordelia tackles the vampire, all three go falling onto the ground. Cordelia's stake impales the vampire in the back, leaving her on top of Xander. The two kiss passionately.

The new slaves are being inducted into their life in the new dimension. A demon berates them and tells them that they don't matter. He insists that they say "I'm no one" when asked who they are. When it is Buffy's turn, she introduces herself sarcastically and starts a fight with the guards. After many rounds, she is stopped when Ken holds Lily at knife point. Pushing Lily behind him, Ken launches into a speech, giving Lily the perfect opportunity to push him off the platform. Buffy tries to escape with all the others through a large iron gate. Ken catches up with her as she moves past the gate, and pushes her through. The gate falls, and he gets his calves impaled by the gate's stakes. Buffy smashes his head in, impersonating a version of Gandhi "if he was really pissed." After the others are safely above ground, the black pool vanishes, leaving an empty, tiled basin behind.

After leaving Lily her identity as "Anne," complete with an apartment and job at Helen's Kitchen, Buffy heads back to Sunnydale. Back at home, Buffy's mom hears a knock on the door, and opens it to find her daughter. After a few moments, they hug.


  • This episode is the first time the Scooby Gang are shown patrolling as a team sans Slayer. They will be required to do this several more times throughout the series, most significantly at the beginning of Season 6, though by then, they are more skilled at the job.
  • Willow leads the gang in Buffy's absence; she will do so again during the period Buffy is dead between seasons five and six.
  • In Buffy's dream, Angel sincerely described their relationship as "forever". Coincidentally, the real Angel states to Spike much later that what he and Buffy had was a "forever love" in "The Girl in Question".
  • Time passing differently in alternate dimensions is introduced here; it will become more relevant with Angel's, and later Buffy's, return.
  • While trying to get into the mission to find Ken, Buffy says, "I just suck at undercover." However, in "Enemies", she does a lot better when she goes undercover to trick Faith.
  • Lily's character first appeared as Chantarelle in "Lie to Me". She adopts Buffy's persona at the end of this episode. "Anne" would later appear on Angel as the social worker Anne Steele, helping Angel on a few occasions.
  • The montage depicting the teen runaways will be used again in the Angel pitch tape. The image of the teenage girl with the large skirt alone in the street will be used in the credits of Angel.

Body Count

  • Rickie Thomas, death by drinking drain cleaner
  • Aaron, blugeoned to death by a demon slave driver
  • Andrew Hoelich, accidentally pushed by Cordelia Chase into a stake held by Xander Harris
  • Guard, bludgeoned by Buffy
  • Guard, impaled by Buffy with a spiked club
  • Guard, killed by Buffy
  • Ken, skull smashed by Buffy



Behind the Scenes


  • Seth Green appeared in the opening credits for the first time.
  • This is the first use of the remastered Buffy theme. It will be heard in the opening credits through the remainder of the series.
  • The official Buffy logo appeared for the first time in the main title.

Deleted Scenes

  • The following line was cut from this episode for length:[1]
Willow: "Oh! That reminds me. I asked around about Andrew Hoelich, our gymnastic vampire, and apparently he used to like to hang out in Hammersmith Park and pick up grilles! Or, okay, that could be girls."

Pop Culture References

  • During this episode, Lily wears a white t-shirt underneath a green sweater. The visible part of the t-shirt says, "Dent" and has a red heart with the words "Home of" visible inside the heart. This is most likely a nod to the cult classic The Rocky Horror Picture Show, in which a billboard is visible in a graveyard. On the billboard, there is a large red heart with the word "Denton" above it and the phrase "The Home of Happiness" inside it.
  • At one point in the battle with Ken's henchmen, Buffy wields both a hammer and a sickle. The factory setting, hard labor, and the hammer and sickle not only shows a theme of communism, but more importantly, the unification between peasants and workers to reach a better goal, seen here when everyone unites to defeat Ken's men.
  • A poster for the band Phish is seen on the wall behind Xander and Willow in The Bronze.

Goofs, Bloopers & Continuity Errors

  • When Buffy bursts in on Lily and Ken in the "cleansing" room, Lily is wearing red lipstick and black eyeliner. Later, when Buffy and Lily stumble upon the factory workers, Lily is no longer wearing the lipstick nor eyeliner. Then, in the cell with Buffy, she's again wearing lipstick.
  • During the battle with Ken's henchmen, when one of the extras is thrown off the side, an overhead shot shows him landing on a visible gymnastic mat.
  • After Buffy says "Anyone who's not having fun here, follow me," you can see that her purple camisole has briefly turned green.
  • While escaping the hell dimension, Buffy's shoes change from flat-burlap shoes, like Keds, into tennis shoes, like Nikes.
  • When Buffy lifts the portcullis, you can see the position of her hands change between shots.

International Titles

  • German: Anne - Gefangen in der Unterwelt (Anne - Trapped in the Underworld)
  • French: Anne


  • Bellylove - "Back to Freedom" (Plays as the gang discusses slaying and the absence of Buffy.)
  • Christophe Beck - "Deliverance"


  • Social issues covered by this episode include teenage runaways and sweatshops.
  • Guest star Carlos Jacott who played Ken is one of only five actors to appear on Buffy, Angel, and Firefly. He appeared in "Bachelor Party", the seventh episode of the first season of Angel, and the pilot episode of Firefly.
  • Buffy's temporary neighborhood of residence is in the area around 11th Street on the south side of downtown Los Angeles; the intersection where she is hit by a car is the corner of 11th and Broadway, and the leaflets for the Family Home give its address as 1123 S. Hill Street, just around the corner.
  • David Boreanaz still appears in the credits despite his character, Angel, being sucked into hell the previous episode. This somewhat gives away the fact that he will be brought back to life. Until then, however, he only appears in Buffy's dreams.
  • The demons who run the hell dimension and Family Home are identical to the demons who make up The Scourge in the Angel episode "Hero", differentiated only by color. The demon portrayed by Harley Zumbrum is nearly identical to Trask. Although they appear to be the same breed, it is unclear whether or not there is any affiliation between the two groups.
  • The weapon Buffy used during the climax was the Hunga Munga. It was also the weapon of choice for a Lubber Demon in the Angel episode "Happy Anniversary".
  • This marks the first of two times in which Buffy refers to herself, or is referred to, as "Buffy, the Vampire Slayer." The second time is in "Help".
  • Observing the logistics of the demon sweatshops: if they have a few dozen workers, who die after a single day on earth, they must be abducting that many people every day, which is not as insignificant as the demons claim. Kidnapping about 30 people a day for 365 days would make them kidnap about 11,000 people a year for that sweatshop, which is probably a noticeable part of the city's population, and would require many demon recruiters working simultaneously to meet that quota.


Buffy: (walks up behind the other waitress and picks up the two burgers on the pick-up counter; her hair is in two short braids to keep it out of the way, and her expression emotes a combination of sadness and boredom. After picking up the two plates, she walks with them over to a nearby table and sets them down in front of two truckers; the first one eyes Buffy lecherously as she takes out her order pad, while the other trucker looks up at her and then seemingly glances down at his watch) "Anything else?"
Trucker: "That’ll do us, Peaches."
Buffy: (tears off their bill and puts it on the table) "Pay at the counter."
Trucker: "Sure you don’t want me to work it off for you?" (Buffy turns and glares at him, knowing what he means; his friend looks at him, smiling, and laughs at his words. Buffy turns and walks away, and as she does, he reaches out with his hand and slaps her on the rump. While he keeps laughing a little, Buffy stops in her tracks and turns her head slightly, but thinks better of doing anything about it.)
Lily: (to Buffy) "Don’t be mad. I won’t turn you in or nothing. I guess you don’t recognize me."
Buffy: (thinks for a moment) "Lily?"
Lily: "I mean from before. I was calling myself ‘Chantarelle’ then. I used to..." (sighs) "Well, I was in this cult that worshiped vampires. So lame, I know."
Buffy: "Yeah... I, uh, I remember."
Lily: "But... you kinda saved us. I never thanked you or anything."
Buffy: "Did you tell anyone who I was?"
Lily: "Oh, no! Not-not even Rickie. I mean, I was so surprised to see you here, waiting tables. But I wouldn’t tell. I know how it is when you gotta get lost."
Buffy: "Do you, uh, do you live nearby?"
Lily: "Well, there’s a couple of places. Uh, they’re abandoned, and a lot of people stay there." (pauses) "So how come you came up with Anne?"
Buffy: "It’s my middle name."
Lily: "Lily’s from a song. Rickie picked it. I’m always changing anyway. Chantarelle was part of my exotic phase."
Buffy: "It’s nice. It’s a... it’s a mushroom."
Lily: "It is? That’s really embarrassing."
Buffy: "Um, well, i-it’s an exotic mushroom, if that's any comfort."
Lily: "Well, before that, I was following this loser preacher and calling myself ‘Sister Sunshine’."
Buffy: "What do they call you at home?" (Lily looks away and doesn’t respond)
Ken: "Whoa!" (sees his leaflets) "Oh..." (He and Buffy both crouch down to pick up them up) "Where are you running to?"
Buffy: "Sorry."
Ken: "Maybe I should ask, where are you running from?" (They've finished gathering up his leaflets and stand back up; he takes a good look at Buffy) "You're pretty new around here. Uh, you've got the 'look', though."
Buffy: "The 'look'?"
Ken: "Like you had to grow up way too fast. What’s your name?"
Buffy: "Anne." (pushes past him to go)
Ken: "Hey, um, I'm Ken. Here, go ahead, take one of these." (He holds out a leaflet, and Buffy looks at it. It reads "Come home to Family Home", and has a drawing of a house and a silhouette of a man reaching out to hug a child.) "Don’t be shy about stopping by. I mean, I guess you're not starving, but... we're not just interested in feeding the body. You might find something you're missing."
Buffy: (looks up at him) "I'm alright."
Ken: (gives her a look of disbelief) "Then why are you here?" (Buffy looks away) "This is not a good place for a kid to be. You get old fast here." (Buffy looks up at him knowingly) "The thing that drains the life out of them is despair. I mean, kids come here, and they got nothing to go home to, and... this ends up being the last stop for a lot of them." (Buffy looks down the street) "Shouldn't have to be that way."
Buffy: (to the man at the door of the Family Home) "You know, I just... I woke up, and I looked in the mirror, and I thought, 'Hey, what’s with all the sin? I need to change. I’m... I’m dirty. I’m, I’m bad with the... sex and the envy and that—that loud music us kids listen to nowadays.' W—" (sees that he isn’t going for it) "Oh, I just suck at undercover. Where's Ken?" (The man tries to slam the door closed, but she kicks it open and the door slams into his face instead while she marches in; Lily reaches down to the black water in the pool, and hesitates for a moment, but then puts her hand in. The liquid is thick and pitch-black, and her hand disappears in it. Buffy swings open the door, banging it loudly into the wall; Ken looks at her and stands up)
Ken: "This is a private moment. If you could just—"
Buffy: "How do you make ’em old, Ken? Do you feed on youth? What’s the deal?"
Ken: "Do you really wanna know?"
Lily: (to Buffy, while they’re in a cell) "I always knew I would come here... sooner or later. I knew I belonged here."
Buffy: (looks around) "Where?"
Lily: "Hell."
Buffy: (turns her head toward Lily) "This isn’t Hell." (Ken appears at the bars)
Ken: "Isn’t it?"
Buffy: (turns to look at Ken, but quickly regrets it) "Unh..." (rubs her forehead)
Ken: "What is Hell but the total absence of hope? The substance, the tactile proof of despair. You’re right, Lily. This is where you’ve been heading all your life. Just like Rickie."
Lily: "Rickie?"
Ken: "He forgot you. Well, it took him a long time. He remembered your name years after he’d forgotten his own. But, in the end—"
Lily: "Years? But—"
Ken: "Oh. Uh, interesting thing: time moves more quickly here than in your reality. A hundred long years will pass here — on Earth, it’s just a day."
Buffy: (realizes what happened to Ricky, as well as where all the elderly people she saw on the street had come from) "So you just work us till we’re too old and spit us back out."
Ken: "That’s the plan. See, Lily, you’ll die of old age before anyone wonders where you went — not that anyone will. That’s why we chose you."
Buffy: "You didn’t choose me."
Ken: "No. But... I know you... Anne. So afraid. So pathetically determined to run away from whatever it is you used to be." (Buffy looks away) "To disappear. Congratulations." (Buffy looks at him again) "You got your wish."
Guard: (explains things to the new slaves while Buffy gets back to her feet) "You work, and you live. That is all." (The guard has even less skin on his head than Ken. He's wearing a hood that looks like it’s made of human skin sewn together; his chin and cheeks are exposed flesh and muscle, and he has no lips covering his teeth. Buffy is standing again, holding her head in pain) "You do not complain or laugh or do anything besides work. Whatever you thought, whatever you were, does not matter. You are no one now. You mean nothing." (He walks to one end of the group and faces the boy standing there; behind them, the elevator doors close with a slam) "Who are you?"
Aaron: (afraid) "Aaron." (The guard whales hard on him with his club, and the boy grunts in pain before falling to the floor, unconscious; Buffy immediately sobers, and stares intensely ahead, and the guard advances to Lily.)
Guard: "Who are you?"
Lily: (whimpers) "No one." (The guard continues to the next person)
Guard: "Who are you?"
Boy#2: (fearfully) "No one." (The guard reaches Buffy)
Guard: (to Buffy) "Who are you?"
Buffy: (looks up at him and smiles) "I’m Buffy, the Vampire Slayer, and you are?" (The guard, incensed at her defiance, roars as he wields back his club to strike her. He swings at Buffy, but she sidesteps him and grabs his arm as he bends over from his follow-through. Buffy slams her other forearm down on the guard’s, breaking it; he falls to the floor in pain. She picks up his club and swings it at another guard, striking him in the head before swinging the opposite way at a third guard, hitting him in the gut; they both fall unconscious; Buffy looks over at the group of would-be slaves) "Anyone who’s not having fun here, follow me." (She starts to run, and the group follows her)
Willow: (to Oz about school) "Oh, I'm gonna be busy a lot. But, but only till 3:00, and that's when you usually get up."
Giles: "Well, for God's sake, be careful. I mean, I appreciate your efforts to keep the vampire population down until Buffy returns, but if anything should happen to you, you should be hurt or killed, I shall take it somewhat amiss."
Oz: "Well, it's kind of a funny story. Y'remember when I didn't graduate?"
Willow: "Well I know you had a lot of incompletes but that's what summer school is for."
Oz: "Yeah, well. Y'remember when I didn't go?"
Xander: "I know what we need."
Oz: "A Vampire Slayer?"
Xander: "No, the next best thing. (looks at Cordelia) Bait."
Xander: "First of all, what was with the acrobatics? How did that happen?"
Oz: "Wasn't Andy Hoelich on the gymnastics team?"
Xander: "That's right, he was! Cheater!"
Xander: "I can't wait to see Cordelia. I can't believe I can't wait to see Cordelia.
Willow: "I wonder what our first homework assignment's gonna be. Hey, you're excited over Cordelia, okay? We've all got issues."
Oz: "Oh, I don't know. I think we're kinda gettin' a rhythm down."
Xander: "We're losing half the vamps."
Oz: "Yeah, but... rhythmically."
Xander: "You don't hide. You're bait. Go act baity."
Cordelia: "What's the plan?"
Xander: "The vampire attacks you."
Cordelia: "And then what?"
Xander: "The vampire kills you. We watch, we rejoice."
Lily: "They’ll be coming." (Buffy crouches down and takes hold of the gate, bracing herself for a very heavy lift. She begins to raise the gate, straining as she goes)
Buffy: (grunts) "Okay... this... works... the abs... and... the glutes." (She grunts again. As soon as she gets it high enough, Lily waves to the others to crawl underneath. They all scramble to the other side) "I’m gonna feel this for a week!" (She holds the gate up over her head and squeezes her head and shoulders between two of the bars to get to the other side. Suddenly Ken appears behind her, bloodied from his fall, and tackles her to the floor, while his club goes flying. The gate falls down behind him; he suddenly arches up and screams in pain. Buffy rolls to a stop out of his reach, gets to her hands and knees and looks over at him as he continues to scream in pain; the camera pans from his bloody face over his back and to his legs, where two of the gate's bars have impaled themselves through his calves. The slaves help each other up through the black slime of the pool in the ceiling; Buffy gets to her feet and picks up Ken's club. She approaches him, and he arches his back to look up at her)
Ken: "You’ve ruined... You..."
Buffy: "Hey, Ken. Wanna see my impression of Gandhi?" (impales him in the head)
Lily: "Gandhi?"
Buffy: "Well, you know, if he was really pissed off."
Lily: (to Buffy, about the apartment) "It’s really nice." (Buffy leans against the dresser)
Buffy: "All the rent’s paid up for the next three weeks." (She turns around and opens one of the dresser drawers) "I spoke to Mitch at the diner." (pulls out her uniform) "He said you can start on Thursday." (steps over to the bed) "He’s, uh..." (lays down the uniform) "He’s kind of...repulsive, but—uh, he won’t give you a hard time." (Lily sits down on the bed and puts her hand on the uniform) "Um... I’ll call and check up on you."
Lily: "I’m not... great..." (looks at Buffy) " taking care of myself."
Buffy: "Gets easier. Takes practice." (She looks down sadly. Lily knows the feeling; she looks back down at the uniform and the name tag pinned to it)
Lily: "Hey..." (Buffy looks up at her) "Can I be Anne?" (She smiles at Buffy, and Buffy smiles in return)


  1. Nancy Holder. The Watcher's Guide, Vol. 2, 2000.
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