(Continuity: Dru has no circulation)
Line 95: Line 95:
* Even though this episode picks up from the end of "[[Becoming, Part One]]", Kendra's body is not seen.
* Even though this episode picks up from the end of "[[Becoming, Part One]]", Kendra's body is not seen.
*In order to escape with Drusilla, Spike appears to suffocate her so that she is rendered unconscious. However, it is addressed many times in both ''Buffy'' and ''Angel'' that vampires do not need to breathe, so cutting off an airway will do them no harm. He is, in fact, performing a sleeper hold on Dru, which cuts off the blood to her brain.
*As the episode ends, the gang is left to ponder the sequence of events that took place at the fight. Although they are fairly confident that Angel's soul was restored (Willow "felt something flow through her" when performing the spell), they know that Buffy has survived, and they know that the world has not ended, they know nothing else about the fight: whether Angel has survived, Spike's influence on the fight, or even whether or not [[Acathla]] was ever awakened. Giles would ultimately force Buffy to reveal these in "[[Faith, Hope & Trick]]".
*As the episode ends, the gang is left to ponder the sequence of events that took place at the fight. Although they are fairly confident that Angel's soul was restored (Willow "felt something flow through her" when performing the spell), they know that Buffy has survived, and they know that the world has not ended, they know nothing else about the fight: whether Angel has survived, Spike's influence on the fight, or even whether or not [[Acathla]] was ever awakened. Giles would ultimately force Buffy to reveal these in "[[Faith, Hope & Trick]]".

Revision as of 20:37, December 10, 2017

Buffy the Vampire Slayer
Season 2, Episode 22
Air date May 19, 1998
Written by Joss Whedon
Directed by Joss Whedon
Episode Guide
"Becoming, Part One"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Charisma Carpenter Cordelia
David Boreanaz Angelus
Anthony Stewart Head Giles
Special Guest Starring
Max Perlich Whistler
Guest Starring
Seth Green Oz
Kristine Sutherland Joyce
Robia LaMorte Jenny
James G. MacDonald Detective Stein
James Marsters Spike
Juliet Landau Drusilla
Armin Shimerman Principal Snyder
Co Starring
Susan Leslie First Cop
Thomas G. Waites Second Cop
Roger Stoneburner Vampire

"Becoming, Part Two" is the season finale and twenty-second episode of season two of the television show Buffy the Vampire Slayer, and the thirty-fourth episode in the series. It was written and directed by Joss Whedon. It was originally broadcast on May 19, 1998.

After being framed for Kendra's murder, Buffy strikes an unlikely alliance with Spike to keep Angel from destroying the world.



Spike coming to ask for Buffy's help.

The two policemen grab Buffy as she pleads for them to let her check on friends. They accompany Buffy outside the library as Principal Snyder arrives with more cops. Buffy hopes that Snyder will tell the police that she was not involved in the attack, but he tells the officers that if there is trouble around, Buffy is behind it. She calls him a "stupid little troll." To escape being arrested for Kendra's murder, Buffy strikes the cop holding her and flees, becoming a fugitive from the law.

Disguised, Buffy finds Xander in the hospital and they enter a comatose Willow's room. Cordelia arrives, admitting that she had run away from the fighting to save herself. Buffy learns that Willow may wake up from her coma, but the longer she stays unconscious the less likely her recovery becomes. They all realize that Giles is missing.

Angelus wakes Giles, and announces his intention to torture him for information concerning the ritual to awaken Acathla, although hoping that Giles resists so Angel can torture him.

The police visit an incredulous Joyce, informing her that Buffy is a wanted fugitive for Kendra's murder. Joyce tries to protest, insisting that there is some mistake. She mentions that Buffy is supposed to be with her friend Willow, and the police tell her that Willow is one of the other victims. They also remind Joyce of Buffy's violent history, and ask Joyce to contact them if she hears from her daughter.

Buffy finds Whistler in Giles' apartment and they discuss Angel's reversion to Angelus. He tells her no one foresaw Buffy, that Angel was supposed to be stopping Acathla, not bringing him forth, but that was before Buffy erased his soul. He asks her what she intends to do about this, and tells her that in the end, she's all she's got. He tells her the sword is not enough, that you must know how to use it. Buffy, frustrated, leaves. As she walks down the street, a policeman stops her, recognizing her as the fugitive and tries to arrest her, but Spike shows up out of nowhere and knocks him out. After a brief fight, he strikes a deal with her: he will help stop Angelus if she allows him and Drusilla to leave town. Spike explains that while vampires may love to talk about destroying the world amongst themselves, he prefers the world as it is. Moreover, he cannot stand the way Drusilla acts around Angelus. While Buffy is unimpressed by his speech, he reminds her that he is all she has got, and that neither of them can fight both Angelus and Dru alone.

Buffy accepts the ceasefire and decides to talk with Spike inside her home, but she is intercepted in the driveway by her mother, who demands to know what is going on. Spike is surprised and amused to discover that Joyce has no idea that Buffy is the Slayer. When Joyce demands to know what is going on, Buffy tries to cover by saying that she and Spike were in a band together. However, the three are attacked by a vampire sent by Angelus to follow Spike, and Joyce watches in shock as Buffy slays the creature. After this display, Buffy is forced to explain her destiny as the Slayer to her mother, who has significant difficulty accepting the truth.

In the hospital, Xander tells a comatose Willow that he loves her. She wakes and asks for Oz, who appears in the room. She tells him that her head feels "big" and asks him if it is, in fact, big, and he responds, "No, it's head-sized."

Back at the Summers home, there is an awkward silence between Joyce and Spike. Joyce recognizes him from somewhere and asks him about it. Spike, cheerfully, says she hit him on the head with an axe once. Both are very happy when Buffy shows up, getting them out of their awkward silence. Buffy says she'll accept Spike's offer, although she is hesitant to let Dru walk because she killed Kendra. Spike expresses surprise and pride that Dru "bagged a Slayer", but then realizes that this is probably not the best thing to say in front of Buffy. He insists that Buffy will get no help from him if Dru is harmed, and she accepts these terms but she warns that Drusilla only walks if Giles survives. Spike leaves the house and in a dramatic argument, Joyce insists Buffy must tell her everything, and tries to prevent her from leaving. Buffy tells her mom that she wishes she could be a normal teenager, but that she has to go save the world, again. Joyce tells her daughter not to come back if she leaves the house. Buffy looks shaken, yet leaves without hesitation.

On her hospital bed, Willow, despite protest from Xander, decides to try the curse again. She sends Oz and Cordelia after her supplies, which had been left in the library after the attack. She sends Xander to tell Buffy her plans, hoping she can stall until the curse is complete.

Spike, back in his wheelchair, discovers a frustrated Angelus on the verge of killing Giles, who has withstood extensive torture without revealing his knowledge of the ritual. Spike, who must keep Giles alive so that Buffy will let Dru leave, uses reason to persuade Angelus not to kill Giles. Spike suggests another way of getting the information and asks Dru if she wants to play a game.

Buffy returns to the library to retrieve Kendra's sword, where she runs into Snyder, who expels her, even though he knows that she is not the murderer. She insists that the truth will be revealed, and he points out that the law enforcement authorities in Sunnydale are "deeply stupid". Then Buffy pulls Kendra's sword out of her bag and taunts him, saying "You never ever got a single date when you were in high school, did you?" After she leaves, Snyder calls the Mayor with "the good news" of her expulsion.


Drusilla playing mind games with Giles.

Drusilla uses her psychic powers to read Giles' mind and discover his weakness. She cajoles the information she wants by hypnotizing him so that she appears as Jenny in his eyes. He reveals that Angelus must use his own blood, not someone else's, to awaken Acathla. Angelus orders Giles killed, but Spike is able to put this off by claiming he could be lying. Angelus agrees, and compliments Spike on his seemingly clever thinking.  

Buffy, now wearing the crucifix Angel gave her when they first met, returns to Whistler to ask him about how to defeat Acathla, who tells her Angelus' blood will send both evil beings back to hell. Blood opens it, blood closes it. He says with great significance that the quicker she kills Angel, the easier it will be. She says it will be no problem—she has already lost everything. After she leaves, Whistler says she's got one more thing to lose. On her way to the mansion, Xander arrives with Willow's message, but decides to tell Buffy that Willow said to "kick his ass" instead of telling her that they are trying to restore Angel's soul. Buffy asks him to free Giles while she deals with Angelus. Chaos reigns inside the mansion as Spike leaves his wheelchair and attacks Angelus with a crowbar, and is subsequently attacked by Drusilla while Xander rescue Giles. During the fight, Angelus recovers before Buffy can defeat his vampire lackey and successfully removes the sword from Acathla. He and Buffy begin to duel, both going for the kill, with Angelus eventually gaining the upper hand. As Acathla starts to awaken, Spike knocks a dismayed Drusilla unconscious and is carrying her from the fray. On his way out, Spike sees Angelus approaching an unarmed Buffy with a sword and believes that Angelus is actually going to kill Buffy. He shrugs, unmoved, and leaves. Angelus notes that Buffy is all alone, with no weapons and no friends. He asks her what is left, and thrusts his sword at her head. Eyes closed, she stops the blade with her hands. She opens up her eyes, and says "me", echoing Whistler's assertion that in the end all she has left is herself. At the same time, a weak Willow is performing the restoration ritual and falls into a trance. Her friends watch in shock and surprise as she starts reciting perfect Romanian. 

222 Becoming2

Buffy fighting Angelus.

Spike embraces Drusilla while he drives away in his car. Buffy fights ferociously, and quickly backs Angelus up against the statue just as Willow finally succeeds with her spell; the Orb glows and vanishes. As Buffy is about to land the killing blow, suddenly Angel's soul is restored. He is confused and doesn't understand what is happening, not yet remembering his time as Angelus. His soul is seemingly "healed". However, the re-ensoulment has come too late; Acathla opens his mouth and the bright, shining vortex begins to expand outward. Angel hears something behind him, but Buffy reassures him that everything is fine. After a final kiss, Buffy tells Angel to close his eyes. When he complies, she violently stabs Angel through the chest into the vortex. A shocked Angel says "Buffy?" and extends his arm, but no help is coming. Buffy watches as Angel is sucked into hell and the vortex closes behind him, then begins to weep as she realizes everything she has lost.


Joyce finds a note on Buffy's bed, noticing that her clothes have been strewn everywhere and her closet emptied. The Scooby Gang gathers in front of the school, speculating on Buffy's whereabouts. Unbeknownst to them, Buffy is watching from a distance. Feeling that she has lost everything that ever mattered to her, she turns without hesitation and boards a bus. As the bus leaves, the camera focuses on a road sign which reads "Now leaving Sunnydale. Come back soon!"


  • Xander's lie, telling Buffy that Willow said "Kick his ass" instead of that Willow was trying to re-curse Angel, remains unrevealed to Buffy and Willow throughout the remainder of the series, although it is briefly touched upon in "Selfless".
  • Willow's restoration of Angel's soul marks the beginning of her interest in witchcraft, something that will eventually turn her into a very powerful witch. As Giles predicted in "Becoming, Part One", performing such a ritual did affect her on a deep level.
  • Buffy is aware that Drusilla killed Kendra. However, she was not present when it happened and anyone who was present was unconscious. The only way she could have known is if Xander told her off screen.
  • In "Becoming, Part One", Darla tells Angel to "Close your eyes" before she sires him. In this episode, Buffy tells him the same thing before skewering him and sending him to hell.
  • Angel will not lose his soul again until the episode "Awakening" on Angel. However, this will be done on purpose in hopes of finding out information of The Beast. After his soul is stolen, Willow is summoned by Winifred Burkle in "Orpheus" as she is the only living person to restore Angel's soul. Despite some obstacles, Willow manages to free Angel's soul and curses him once more.
  • Buffy invites Spike into her home, despite knowing that he is a vampire and has proven to be a dangerous enemy. He routinely takes full advantage of this invitation, particularly during Season 5, until Willow and Tara perform the de-invitation spell in "Crush". Buffy never bothers to have them do so until that point.
  • Spike and Joyce meet for the second time in this episode. She asks him if they have met before, and he tells her "You hit me with an ax one time; you know, 'Get the hell away from my daughter'", referencing their interaction at Parent-Teacher Night in "School Hard." Spike and Joyce later develop somewhat of a friendship. He is upset by her death, saying he respected her.
  • In this episode, Spike plays a role in "saving the world", marking the first alliance between him and Buffy.
  • Joyce finds out that Buffy is the Slayer in this episode; as revealed in season six episode "Normal Again", this is the second time Buffy told her about her Slayer destiny. The first time was after she slayed her first vampire, seen in the flashback in "Becoming, Part One". Her parents didn't believe her, and, concerned, have her committed to a mental asylum for a few weeks. This time Joyce believes her, as she witnessed Buffy dusting a vampire.
  • Snyder takes advantage of the murder and assault accusation against Buffy to expel her. She will be reinstated following "Dead Man's Party" when Giles threatens Snyder. The school board also overrules him when the case is taken to court.
  • It is revealed that Snyder is acting in league with the Mayor of Sunnydale. The Mayor will be the Big Bad of Season Three. 
  • Even though this episode picks up from the end of "Becoming, Part One", Kendra's body is not seen.
  • As the episode ends, the gang is left to ponder the sequence of events that took place at the fight. Although they are fairly confident that Angel's soul was restored (Willow "felt something flow through her" when performing the spell), they know that Buffy has survived, and they know that the world has not ended, they know nothing else about the fight: whether Angel has survived, Spike's influence on the fight, or even whether or not Acathla was ever awakened. Giles would ultimately force Buffy to reveal these in "Faith, Hope & Trick".
  • When Angelus regains his soul and becomes Angel again, he tells Buffy that he doesn't know what's going on or remember anything. This is explained by the flashback in "Becoming, Part One" when Angelus is first cursed by the Kalderash people. When his soul first re-enters his body, he is disoriented and cannot remember everything he did as a vampire. The Kalderash elder tells him it will all come back to him soon, and he will always suffer from the memories. The same thing happens in "Becoming, Part Two" when Willow restores his soul. He will have a brief phase before the memories come back, so he doesn't know that he killed Jenny or why they are there. Buffy stabs him before he remembers. The same pattern will occur later when he loses and regains his soul in season four of Angel.
  • This is Whistler's last appearance up until Riley. His true demonic form is revealed in "What You Want, Not What You Need, Part Three".

Body Count

  • Two vampires, staked by Buffy
  • Unnamed victim, killed by Angel
  • One vampire, decapitated by Buffy
  • Angel, sent to Hell by Buffy but not physically killed

Behind the Scenes

Buffy 2.21 2

Buffy 2.21 2.22 - Becoming Promo (1998)

Original WB Promo for Part 1 & 2



  • Sarah Michelle Gellar and David Boreanaz practiced with sword fighting instructors and did some of the fighting themselves, but it's clear that the stunt doubles do most if not all of the wide shots.
  • The "Grr, Arr" monster says "Oh, I need a hug" instead, the first time a variation was used for Mutant Enemy's production slate.

Pop Culture References

  • Spike's description of the end of the world as "goodbye Picadilly, farewell Leicester bloody Square" is a quote from the song "It's a Long Way to Tipperary" by Jack Judge and Harry Williams.

International Titles

  • French: Acathla - partie 2 (Acathla - part 2)
  • German: Spiel mit dem Feuer (Playing with Fire)
  • Brazilian Portuguese: Metamorfose - Segunda Parte (Metamorphosis - Second Part)



  • When Buffy is standing in front of a locker talking to Xander in the beginning, a "SHEEP" sticker can be seen, explaining why "SHEEP" was written in Xander's room. This rids theory that Xander was somehow mysteriously connected to the word sheep in some way, showing that it was just another band sticker. It first appeared in the episode "Bewitched, Bothered and Bewildered" and showed up again in "Where the Wild Things Are" and "Restless".
  • There was never a big question as to whether Angel would return since the announcement of Angel was made right after this episode aired.

Goofs, Bloopers & Continuity Errors

  • Spike is able to knock out Drusilla using a chokehold despite the fact that she neither breathes nor has any circulation. In "Conviction", the character of Spanky is unable to do the same to Angel.
  • During the sword fight between Angel and Buffy, David Boreanaz's stunt double is rather obvious because of his receding hairline in contrast to Angel's spiked hair.
  • Even though this episode picks up from the end of "Becoming, Part One", Kendra's body is not seen although the cop checks her pulse.
  • When Xander enters the mansion, he punches the vampire with his broken wrist.
  • Spike tells Buffy he doesn't actually want the world to end, but he was instrumental in the plan to resurrect The Judge and seemed eager to let him loose.


Joyce - "We should call the police." (heads for the kitchen)
Buffy - "No. We’re not calling the police."
Joyce - (stops and faces her daughter, smiling) "Well, now that we know that you’re innocent, it’s..."
Buffy - "What? You thought I was guilty? Jeez, feelin’ the love in this room!"
Joyce - "No, I didn’t think that. It’s just… now we have proof."
Buffy - (exasperated) "We have my word, Mom. Not proof."
Joyce - (heads for the kitchen again) "Look, I am sure that they will understand."
Buffy - (follows closely) "Get them involved, you’ll get them killed."
Joyce - "Well, you’re not gonna hurt them, are you?"
Buffy - "I’m a Slayer, not a postal worker." (Her mother picks up the phone, and Buffy slaps her hand onto the switch hook) "Cops can’t fight demons." (takes the phone from her mom) "I have to do it." (puts the phone back in its cradle)
Joyce - (to Buffy) "You walk out of this house right now, don’t even think about coming back."
Angelus - "I want to torture you. I used to love it, and it’s been a long time. I mean, the last time I tortured someone, they didn’t even have chainsaws."
Joyce - (to Spike) "Have we met?"
Spike - "Uh, you hit me with an axe one time. Remember? (gestures) ‘Get the hell away from my daughter.’"
Joyce - "Oh."
Buffy - "Do-do you think I chose to be like this? Do you have any idea how lonely it is, how dangerous? I would love to be upstairs watching TV or gossiping about boys or... God, even studying! But I have to save the world. Again."
Giles - (short of breath) "In order to be worthy you must perform the ritual in a tutu. Pillock!"
Angelus - "Alright, someone get the chainsaw!"
Angel - "Buffy? What's going on? Where are we? I-I don't remember."
Buffy - "Angel?"
Angel - "You're hurt. Oh, Buffy... God. I... I feel like I haven't seen you in months. Oh, my God, everything's so muddled. I... Oh. Oh, Buffy... What's happening?"
Buffy - "Shh. Don't worry about it. I love you."
Angel - "I love you."
Buffy - "Close your eyes."
Angel - "Buffy..."
Giles - "It’s a trick. They get inside my head, make me see things I want."
Xander - "Then why would they make you see me?"
Giles - "Oh, right. Let’s go."
Xander - "Cavalry’s here. Cavalry’s a frightened guy with a rock, but it’s here."
Angelus - "Now that’s everything, huh? No weapons... No friends... No hope. Take all that away and what’s left?"
Buffy - "Me."
Buffy - (to Spike) "I lost a friend tonight, and I may lose more, the whole Earth may be sucked into hell and you want my help ‘cause your girlfriend’s a big hoe! Well, let me take this opportunity to not care."
Spike - "I don’t want to hurt you baby. (is forced to fight Drusilla) Doesn’t mean I won’t."
Angelus - "We’re going to Hell."
Buffy - "Save me a seat."
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