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"Empty Places" is the nineteenth episode of the seventh season of Buffy the Vampire Slayer and the 141st episode in the series. Written by Drew Z. Greenberg and directed by James A. Contner, it was originally broadcast on April 29, 2003, on the UPN network.


POWER SHIFT — Buffy and the gang attempt to recover from the results of their attack on Caleb in various ways. Faith takes the potentials out for a night at the Bronze, much to the chagrin of Buffy. Giles and Willow hunt down information on Caleb that sends Spike and Andrew on a road trip to find out more about the strangely powerful preacher. And Buffy has another meeting with Caleb that leads her to want to make another attack against him, but dissension is among the ranks.[1]


People and cars crowd the streets as everyone in town rushes to escape the Hellmouth. Buffy is the only person on the street walking in the opposite direction. She spots Clem in his car on the way out of town and the two chat. Clem accidentally expresses his doubts that anyone can avert this particular apocalypse and suggests Buffy leave town this time. Buffy admits she probably should, and the two bid each other farewell.

A police officer gives Giles and Willow some paperwork on Caleb after Willow uses some mind control to convince the officer that they're with Interpol. As Willow and Giles leave, other cops present the officer with information on a fugitive loose in Sunnydale. At the hospital, Buffy relays information to Xander from the doctor's about his recovery and his expected return home that night, while Willow sits with him. Buffy takes the folder from the police and leaves to continue with Slayer work, despite the fact that Willow and Xander were somewhat expecting Buffy to stay.

Xander jokes with Willow about his injury and she tries to join in, but her resolve doesn't last long and she starts to cry. While Andrew draws pictures on a large sketch pad, Anya lectures the Potential Slayers about killing Turok-Hans and how difficult that will be for them, but the girls have their minds focused on the danger posed by Caleb. Kennedy and Amanda sneak up to the kitchen and talk with Faith about the lack of progress they're making with Caleb.

Buffy returns home with the police reports and divides it amongst Faith, Dawn, and the other girls for research. Dawn prods Buffy for information about Xander's condition, but Buffy has a hard time thinking about it, let alone talking about it. Kennedy mentions how Caleb was able to easily overpower Buffy, unintentionally making Buffy feel very guilty. Buffy takes the reminder badly and heads out to the school to pick up the rest of her belongings, sending the Potentials downstairs to be with the others and instructing Faith to lead the research effort.

The school has been mostly emptied and Buffy makes her way into Robin's office. She sees a picture of herself, Willow, and Xander and begins to cry, when Caleb emerges from the shadows and criticizes her tears. He brings up Xander and Buffy threatens to kill him if he goes near her friend again, but Caleb takes her threat as an invitation for more. He assures Buffy that she's got an important role in this future and they start to fight, but Caleb grabs Buffy by the throat and sends her flying through a glass window to land unconscious across the hall.

At the house, Dawn shows Giles several pictures she's found in her research. Giles spots Caleb's mark on the wall in a picture of a church in Gilroy. Spike is sent for and given the job of investigating this lead. To get Andrew out of the house, Giles sends him along with Spike, despite Spike's protests. To keep the Potentials busy while they wait for Spike and Buffy to return, Faith takes the girls to the Bronze for some dancing and partying fun. Buffy returns to find the girls gone, but Giles still there. He updates her on the latest and she doesn't take kindly to the fact that Spike was sent to investigate Caleb's potential home. She thinks Spike's the only one she's able to depend on, that the others are untrustworthy and then leaves to retrieve the Potentials and Faith from the Bronze.

Caleb returns to the Shadow Valley Vineyards and reports to the First Evil about his encounter with Buffy and boasts about the success he had in leading her right into another well-planned trap. At the Bronze, Faith takes an alcoholic beverage away from Amanda, and then returns to the dance floor where a group of police officers find her. Bypassing the questions of Dawn and the Potentials, Faith goes outside with the officers, where the men make it clear they intend to deal with her on their own rather than send her back to jail.

The men attack her with fists and battering sticks, while Faith tries to hold her own against them. One officer guards the door of the Bronze and keeps everyone inside while Faith is beaten up outside. The girls stand up for themselves and disarm the officer, then proceed outside to help Faith fend off the cops. Buffy arrives at the end of the fight and without waiting for an explanation, sends all the Potentials home, then turns to yell at Faith. Buffy argues with Faith about the decision to let the girls go to the Bronze, drink, and fight and the possible harm that could have come to the girls. Faith turns the table on Buffy by reminding her that Buffy led them into a dangerous situation and they didn't all come out fine, for which Buffy punches Faith. Meanwhile, Andrew rides on the back of Spike's motorcycle while they talk about onion blossoms, a conversation Spike wants no one else to know ever happened.

Faith sits on the porch and smokes as Robin arrives for the Scoobies meeting. They talk about Faith's newly acquired bruises and the issues they both have. Spike leads the way into the monastery with Andrew and they're attacked by a man bearing Caleb's burn mark on his face. Back at the house, Xander is guided inside and welcomed by his friends and the Potentials. Buffy talks to the whole group about what she's found out and announces that they need to go back to the cellar at the vineyard, an idea which everyone else is naturally horrified at, given what happened the previous time. Spike interrogates the man, a preacher, and persuades him to help them. The preacher shows Spike and Andrew about a secret room inside the monastery with words on the wall — words that angered Caleb once he read them. Spike translates the words from the original Latin as they reference something that is only for "her" to hold.

Buffy continues to argue her point and the reasoning that Caleb is protecting something crucial at the vineyard, but no one agrees with her. Faith and Giles express their logical opposition and the Potentials jump in with attacks of Buffy's decisions. Willow questions Buffy's judgment and Anya informs Buffy how her Slayer powers don't earn her the right to be the sole leader, they just makes her more fortunate than the rest of them. Buffy stresses that she's the one in charge who has to make the decisions regardless of their opinions on the situation. Everyone else disagrees, and the idea is raised that Faith is a Slayer, too — and maybe they should vote on who the leader is. Faith rejects the idea of taking over command, but questions whether Buffy could actually handle someone else taking the lead. Even Xander expresses his displeasure with Buffy's point of view. Buffy refuses to go along with the others, and so Dawn stands up and regretfully asks Buffy to leave, since she's unable to accept the overwhelming vote of everyone else.

Buffy leaves the house. Faith follows her outside and tries to let Buffy know this wasn't her idea. In tears, Buffy lets her know that it's her responsibility now and asks her to take care of them all.


  • The extent of the exodus from Sunnydale is shown more explicitly in this episode (the massive traffic jam, the totally deserted school). By the final episode ("Chosen"), the town will be completely emptied.
  • Clem leaves Sunnydale, to only meet Buffy again in Day Off (or Harmony in My Head).
  • Out of habit, Faith attempts to trade a bag of chips for cigarettes and soap, as she was a prisoner in the Northern California Women's Facility (episodes "Judgment" to "Calvary").
  • This episode marks the final appearance of the Bronze, which has been a recurring element of the show since the first episode, "Welcome to the Hellmouth."
  • The football helmet that Andrew wears while on Spike's motorcycle is the same helmet he took for Dawn in "Bargaining, Part Two."
  • Spike and Andrew discuss onion blossoms while riding Spike's motorcycle. Spike has mentioned that he likes them in the episodes "Triangle" and "Crush."
  • The Gilroy mission is the same monastery in which Buffy sought Father Gabriel in "Pangs."
  • The inscription that angered Caleb, "It is not for thee. It is for her alone to wield," refers to the Slayer weapon destined for Buffy. She'll take it from Caleb in "End of Days" after Spike tells Buffy about it in "Touched."
  • This episode marks the end of the enmity between Dawn and Faith, who dance together at the Bronze along with Kennedy and Amanda. Despite only being present in fabricated memories, in "Dirty Girls" Dawn mentioned her distrust for Faith due to past events.
  • When Xander arrives at 1630 Revello Drive from the hospital, Kennedy apologizes for not throwing him a welcome party. He replies "That's fine. Parties in this house, I usually end up having to rebuild something." Parties have, indeed, gone very wrong in the Summers residence, before, and Xander has repaired the house multiple times:
    • Buffy's welcome-home party in "Dead Man's Party" was crashed by zombies and several guests were killed.
    • The house's basement was flooded by leaking pipes in "Flooded" and Xander took part in the repairs, at least up until the assessment of the damage.
    • Buffy's birthday party in "Older and Far Away" became a trap, when Dawn unwittingly unleashed Halfrek's vengeance demon spell upon the house and guests.
    • The living room windows were shattered by a haunting presence brought upon Dawn by The First in "Conversations with Dead People," then were repaired by Xander in "Never Leave Me."
    • Later in "Never Leave Me," the windows were destroyed again, by the attacking Harbingers of Death. Afterwards, they were boarded up by Xander in "Bring on the Night."
    • At some point between "Showtime" and "Potential," the boards were replaced by brand new windows, installed by Xander — as confirmed by Andrew, while filming the windowsill in "Storyteller."
  • Buffy is ejected from the house and Faith is put in charge of the Potentials. Faith will lead them in a mission in "Touched" and Buffy will resume her leadership in "End of Days."
  • While Xander and Willow are discussing ideas to complete Xander's new eye patch look, he says "I think I still have that costume from Halloween," a reference to his pirate costume in "All the Way."
  • Faith says that she has to remind Anya that she had Xander first, referencing Xander losing his virginity to her in "The Zeppo."



Organizations and titles[]





Behind the scenes[]


  • Marking the Bronze's sendoff, the band playing is Nerf Herder, the same band that performs the show's theme song.
  • The officer Munroe was played by the same actor as William Blim in the Angel episode "Billy."


  • "Empty Places" had an audience of 2.3 million households upon its original airing.[2]

Deleted scenes[]

  • This exchange where we learn how Andrew became evil was cut:[3]
    Andrew: "This one time, when I was in Sunday school, I woke up late, so my mom made me skip breakfast and I was really hungry, so I told the teacher I had to go to the bathroom, but I really broke into the supply closet and ate a whole package of communion wafers."
    Spike: "Yeah? Good on you, boy."
    Andrew: "But then I got sick for two days."
  • The Seal is causing troubles again:[3]
    Anya: "Andrew's got plenty of tears left in him. Just tell him they canceled Stargate."

Pop culture references[]

  • The Sun Cinema's marquee announces the film Dr. Strangelove (1964).
  • Xander tells Willow that, without one of his eyes, he'll never be forced into watching the 3D movie Jaws 3-D (1983) again.
  • Giles finishes Faith's sentence: "You got to give me something to fight, not…" with "windmills." This is a reference to the title character of Don Quixote (1605), an elderly man who would see villains where none existed and found himself battling windmills he believed to be giants.
  • Rona says: "Ding dong the witch is dead," quoting the film The Wizard of Oz (1939).
  • Anya says about the Turok-Han: "Holy water runs off theses guys like they've been Scotchgarded" because of the treatment's water repelling properties.
  • Faith asks Kennedy "Shouldn't you be down at Hogwarts?"


International titles[]

  • Armenian: "Լքված վայրեր" (Abandoned Places)
  • Czech: "Opuštěná" (Abandoned)
  • Finnish: "Minkä taakseen jättää..." (What Is Left Behind)
  • French: "La fronde" (The Rebellion)
  • German: "...und raus bist du!" (...You Are Out!)
  • Hungarian: "Kietlen helyek" (Barren Places)
  • Italian: "Spazi vuoti" (Empty Places)
  • Japanese: "空虚" (Emptiness)
  • Polish: "Miasto duchów" (Ghost Places)
  • Portuguese (Brazil): "Lugares Vazios" (Empty Places)
  • Romanian: "Locuri goale" (Empty Places)
  • Russian: "Покинутые места" (Abandoned Places)
  • Spanish (Latin America): "El Vacío" (The Emptiness)
  • Spanish (Spain): "Lugares vacíos" (Empty Places)
  • Swedish: “Tomma Rum” (Empty Rooms)


  • The book Chosen: The One includes a novelization of this episode, along with all season 7.


Promotional stills[]

Behind the scenes[]



Kennedy: "You have to pretend there's a big party here."
Xander: "That's fine. Parties in this house, I usually end up having to rebuild something."
Giles: "Spike, I have a mission for you."
Spike: "Oh, really? 'Cause, you know, sometimes our missions end up with you tryin' to kill me. I'm not fond of those."
Andrew: "You sure you don't want to stop and pick up some burgers or something? You know, road trip food?"
Spike: "It's not a road trip. It's a covert operation."
Andrew: "Right, right. Gotcha... I bet even covert operatives eat curly fries. They're really good."
Spike: "Not as good as those onion blossom things."
Andrew: "Oh, I love those!"
Spike: "Yeah, me too."
Andrew: "It's an onion and it's a flower. I don't understand how such a thing is possible."
Spike: "Well you see, the genius of it is you soak it in ice water for an hour so it holds its shape. Then you deep-fry it root side-up for about five minutes."
Andrew: "Masterful."
Spike: "Yeah... Tell anyone we had this conversation, I'll bite you."
Andrew: "Right."
Anya: "You really do think you're better than we are."
Buffy: "No, I..."
Anya: "But we don't know. We don't know if you're actually better. I mean, you came into the world with certain advantages, sure. I mean, that's the legacy."
Buffy: "I..."
Anya: "But you didn't earn it. You didn't work for it. You've never had anybody come up to you and say that you deserve these things more than anyone else. They were just handed to you. So that doesn't make you better than us. It makes you luckier than us."
Faith: "Hey. Look, I swear I didn't want it to go this way..."
Buffy: "Don't..."
Faith: "I mean it, I..."
Buffy: "Don't... be afraid to lead them. Whether you wanted it or not, their lives are yours. It's only gonna get harder. Protect them, but lead them."


  1. "Season 7." Craig's BuffyVERSE 4ever. Retrieved on September 13, 2021.
  2. "Nielsen Ratings for Buffy's Seventh Season." Nielsen Ratings for Buffy the Vampire Slayer, Angel, & Firefly. Archived from the original on July 19, 2008.
  3. 3.0 3.1 "Buffy - Empty Places." BuffyWorld. Archived from the original on August 14, 2018.