Buffy the Vampire Slayer
Season 7, Episode 19
Air date April 29, 2003
Written by Drew Z. Greenberg
Directed by James A. Contner
Episode Guide
"Dirty Girls"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Alyson Hannigan Willow
Special Guest Starring
Anthony Stewart Head Giles
Eliza Dushku Faith
Nathan Fillion Caleb
Guest Starring
Tom Lenk Andrew
Iyari Limon Kennedy
Indigo Rona
Sarah Hagan Amanda
Kristy Wu Chao-Ahn
Dorian Missick Police Officer
Larry Clarke Priest
D. B. Woodside Principal Wood
Co Starring
Mary Wilcher Shannon
James C. Leary Clem
Justin Shilton Munroe
Nathan Brooks Burgess Duncan
Felicia Day Vi
Band (Nerf Herder)
Parry Gripp Singer
Dave Ehrlich Guitar Player
Justin Fisher Bass Player
Steve Sherlock Drummer

"Empty Places" is the nineteenth episode of the seventh season of Buffy the Vampire Slayer, and is the one hundred forty-first episode altogether. It was written by Drew Z. Greenberg and directed by James A. Contner. It originally broadcast on April 29, 2003.

The citizens of Sunnydale flee en masse and Sunnydale becomes a ghost town. Willow uses magic to get information from the police on Caleb, and Spike and Andrew leave to pursue a lead. Buffy confronts the group and demands that they make better choices, and reveals her plans for another attack, at which point the group pass a vote of no confidence in Buffy. Buffy leaves and Faith reluctantly becomes the new leader.


719 EmptyPlaces1

Clem flees town.

People and cars crowd the streets as everyone in town rushes to escape the Hellmouth. Buffy 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. 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 and investigating a criminal. As Willow and Giles leave, some other cops present the officer with information on a fugitive on the 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 the "pirate" resemblance, but Willow's sense of humor doesn't last and she starts to cry. While Andrew draws pictures on a large sketch pad, Anya lectures the Potential Slayers about killing Turok-Han 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 pretty much been emptied and Buffy makes her way into Robin's office. She sees a picture of herself, Willow, and Xander in happier times 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 show several pictures she's found in her research to Giles. Giles spots Caleb's mark on the wall in a picture of a church. 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.

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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 Vineyard and reports to The First about his encounter with Buffy and boasts about the success he had in leading Buffy right into another well-planned trap. At The Bronze, Faith takes an alcoholic beverage away from Amanda 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 the greatness of onion blossoms, a conversation Spike wants no one else to know ever happened.

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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 church 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 church 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. Emotionally wounded by the rejection, Buffy leaves in tears. Faith follows Buffy outside and tries to let Buffy know this wasn't her idea. Buffy simply lets Faith know that it's her responsibility now and asks Faith to take care of them all.


  • This episode marks the final appearance of The Bronze, which has been a recurring element of the show since the first episode.
  • Both the real Buffy, as well as The First appearing to Caleb as Buffy, have a hoarse voice in this episode. No explanation is given.
  • Buffy is ejected from the house and Faith is put in charge of the Potentials.
  • The extent of the exodus from Sunnydale is shown more explicitly in this episode (the massive traffic jam, the totally deserted school).
  • Spike and Andrew discuss onion blossoms while riding Spike's motorcycle. Spike has mentioned that he likes them in the episodes Triangle and Crush.
  • This episode marks the end of the emnity between Dawn and Faith who dance together at The Bronze along with Kennedy and Amanda. From henceforth they seem close.
  • This episode features an example of the latent effects of the Hellmouth energy, there is no specific spell or demon responsible for the Sunnydale Police's violent possession or the mass exodus from the town, it is simply put down to living on the Hellmouth which is growing stronger and stronger as the apocalypse approaches.

Behind the Scenes


  • As a special in-joke to mark The Bronze's sendoff, the band performing is Nerf Herder, the same band that performs the show's theme song.

Deleted Scenes

  • This exchange where we learn how Andrew became evil was cut:
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:
Anya: "Andrew's got plenty of tears left in him. Just tell him they canceled 'Stargate'."

Pop Culture References

  • The football helmet that Andrew wears while riding behind Spike on Spike's motorcycle is not only the same Dawn wears in "Bargaining, Part Two", but also reminiscent of "Easy Rider," when the only protective headgear that Jack Nicholson could come up with when he hits the road with Peter Fonda and Dennis Hopper was his high school football helmet.
  • When Faith says "You got to give me something to fight, not..." Giles finishes her sentence with "Windmills". This is a reference to Don Quixote, who would charge at windmills, believing them to be ferocious giants.



  • The officer who says to Faith "You'll have to come with us, Miss. Outstanding warrant," was played by the same actor as the villain Billy Blim in the Angel episode "Billy".
  • On the DVD menu for this episode, the image of Xander shows him with a bandage on the wrong eye.


Andrew - "'Can't' is a four-letter word ... I'm Andrew. I'll be your bad cop this evening."
Andrew - "'Run' is a four-letter ... is a three-letter word."
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."
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."
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."
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