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"Enemies" is the seventeenth episode of the third season of Buffy the Vampire Slayer and the fifty-first episode in the series. Written by Douglas Petrie and directed by David Grossman, it was originally broadcast on May 16, 1999, on The WB network.


DARK ANGEL — Faith and the Mayor's secret alliance becomes an all-powerful triumvirate of evil against Buffy when they conspire to rob Angel of his soul. Meanwhile, Giles has unofficially resumed his role as Watcher, as Wesley is distracted from his sacred duties by Cordelia's amorous attention.[1]


Buffy and Angel leave the Sun Cinema after seeing a film called Le Banquet d'Amelia — which turned out to be much steamier than they'd expected. To prove that he isn't going to lose control, Angel kisses her, but their moment is cut short when Faith shows up for patrol. While out hunting for bad guys, the two slayers run into a demon named Skyler, who offers to sell them the Books of Ascension for $5,000. Apparently, these books would be very useful against the Mayor, so, when he finds out about the offer, he asks Faith to kill the demon and take the books.

At the library, the Scooby Gang discusses the Ascension, but they know very little about it, until Willow suggests checking in a book which Giles keeps hidden from her due to its magical content. Inside is a reference to a diary entry which warns of an Ascension the next day and the entire town he inhabited disappeared overnight. Cordelia arrives and makes a date with Wesley. Faith finds Skyler, who's desperate to get out of Sunnydale before the Mayor's Ascension, and she kills him. She goes to Angel with blood on her hands, apparently upset and seeking comfort from him. Angel refuses to comfort her the way she wants, but Faith manages to sneak in a kiss on the cheek, which Buffy happens to see. Faith's attempt to seduce Angel having failed, the Mayor decides to take his soul in the most painful way possible.

Buffy reports to Giles and Wesley, but having just seen Faith with Angel, she's a little upset and reluctant to do anything with Faith. After Xander gets the address for Skyler from Willy, Buffy goes to find him, and Faith arrives just in time to tag along. When the two reach Skyler's apartment, they find him dead and the books gone. The Mayor talks to a shrouded man about taking Angel's soul away from him. Buffy tells Willow about how she saw Faith and Angel together, and Willow encourages Buffy to talk to Angel about it.

Faith finds Angel first at the Crawford Street mansion and apologizes for her behavior the night before, and then she pours blood onto his shirt. The shrouded man steps out of the shadows and chants a spell. Lights flash, Angel yells, and he pulls Faith to him. They kiss before Angel starts beating her up. The two fight and Faith ends up on top, holding a stake to his heart. A truce is made as Angel agrees to meet the Mayor and the two kiss.

The gang meets again, and makes plans for the night. Willow reveals that she was unable to find anything in the Mayor's computer files since the files were emptied before she could get through to them. Unable to find Faith and Angel, Buffy leaves to find out what's going on with the Mayor, while Wesley takes a very eager Cordelia and the rest of the group, minus Xander, to the Sunnydale Hall of Records to find more information. There, they find a photograph of the Mayor from one hundred years ago, confirming that he isn't human.

Faith takes Angel to meet with the Mayor, and Angel tries to kill him, but discovers that the Mayor can't be killed. He tells the Mayor of his plans to torture and kill Buffy. The two walk the streets of Sunnydale on the way to Buffy's house, and encounter Xander who Angel punches and knocks to the ground. After charming Joyce, Angel and Faith find Buffy in her room and lure her away to the mansion. Once there, Angel and Faith reveal that they're fighting for the other side now, and Angel knocks Buffy out cold.

Angel chains Buffy to a wall, where she wakes up to find Angel and Faith planning to torture her. Faith goes on about her painful childhood with a mother who drank too much, and her life as the Slayer living in Buffy's shadow. She reveals what she knows about the Mayor's master plans, which will culminate with the Ascension taking place on graduation day. Finally, Faith says with a smile, boasting her ability to deceive the Scoobies: "What can I say? I'm the world's best actor." Angel responds: "Second best." Faith then realizes that she has been duped — everything that has occurred has in fact been a ruse set up by Buffy and Angel to expose Faith, and Buffy slips out of her chains. The rest of the Scooby Gang arrive as Buffy and Faith fight and end up with knives at each other's throats. Before anyone is killed, Faith breaks away, kisses her on the forehead, and runs off, knowing that Buffy wasn't ready to kill her yet.

At the library, Giles says good-bye to the shrouded man, revealing that the mysterious figure had come to Giles at the beginning and put on a light show in order to pay back a debt the man owed Giles for introducing him to his wife. Wesley is very upset that Giles did all this behind his back and plans to tell the Watchers Council about it; Giles surprises him by saying that he should, remarking that he can think of nothing more dangerous than a rogue Slayer. Now that everyone is fully aware of Faith's having switched sides, they have to prepare to fight her as well. Faith is upset over the whole ordeal, but the Mayor tells her not to worry because after the Ascension they'll all be dead.

Buffy goes to Angel, and both are having a hard time dealing with what they had to do. Angel feels horrible that he had to do and say the things he did, and how far he let it go. Buffy says she needs some time, and Angel asks if she's still his girl. She responds: "Always," then turns to leave.


  • Faith alliance with the Mayor ("Consequences") becomes public knowledge by the end of this episode.
  • A sorcerer quite similar to the cloaked man in appearance and power appears in the Angel episodes "Awakening" (where he does in fact remove Angel's soul) and "Calvary."
  • Faith is freaked out about killing a demon and having its literal blood on her hands. This is the first of two incidents of this nature; the second is the Angel episode "Sanctuary."



Organizations and titles[]




Rituals and spells[]

Death count[]

  • Skyler, stabbed by Faith.

Behind the scenes[]


  • The demon sorcerer's clothing and appearance are notably similar to the members of the Cahair Binse, seen in the episode "Judgment."


  • "Enemies" had an audience of 4.1 million households upon its original airing.[2]

Deleted scenes[]

  • Buffy and Willow had an exchange cut:[3]
    Buffy: "I can't stop thinking about that demon."
    Willow: "'Cause of him being chopped up into little bits and all?"
    Buffy: "Yeah, Will, let's keep bringing on the visuals."
  • Wesley is funny:[3]
    Wesley: "You failed in last night's mission because you lacked faith. If you had simply... 'Lacked Faith'. A pun. From me! Well. Bet you never thought I had the funny in me, eh?"

Pop cultural references[]

  • Buffy says that Faith "makes Godot look punctual," a reference to Samuel Beckett's existential play Waiting for Godot, in which the unidentified Godot never shows up.


International titles[]

  • Armenian: "Թշնամիներ" (Enemies)
  • Czech: "Nepřátelé" (Enemies)
  • Finnish: "Viholliset" (Enemies)
  • French: "Trahison" (Treason)
  • German: "Gefährliche Spiele" (Dangerous Games)
  • Hungarian: "Ellenfelek" (Enemies)
  • Italian: "Tutti contro Tutti" (All against All)
  • Japanese: "敵" (Enemy)
  • Polish: "Wrogowie" (Enemies)
  • Portuguese (Brazil): "Inimigas" ([Female] Enemies)
  • Romanian: "Dușmani" (Enemies)
  • Russian: "Враги" (Enemies)
  • Spanish (Latin America): "Enemigos" (Enemies)
  • Spanish (Spain): "Enemigas" ([Female] Enemies)



Promotional pictures[]



Wesley: "Find anything?"
Giles: "Six-course banquet of nothing with a scoop of sod-all as a palate cleanser."
Wesley: "And you say this demon wanted cash? That's very unusual."
Giles: "Demons after money. What ever happened to the still-beating heart of a virgin? No one has any standards anymore."
Buffy: "It's down by the bus station. Not the nicest part of town."
Giles: "Again, see? No standards. Any self-respecting demon should be living in a pit of filth or a nice crypt."
Xander: "I, uh, hate to spoil the mood, but this is so much worse than you think.
Willow: "Xander, what happened to you?"
Xander: "You know how some people hate to say 'I told you so'? Not me. I told you so. Angel's back in the really bad sense, and uh, I told you so."
Wesley: "Angelus has turned? Xander, this is terrible serious. Are you sure?"
Xander: "Gee, let me think. Kind of hard to tell. Last thing I remember was his fist."
Willow: "At least Angel's not bad, though. That's good, right?"
Xander: "Yes, I feel so much better knowing that he broke my face in a good way. It's a good bruise."


  1. "The Mortuary." Buffy.com. Archived from the original on February 15, 2001.
  2. "Nielsen Ratings for Buffy's Third Season." Nielsen Ratings for Buffy the Vampire Slayer, Angel, & Firefly. Archived from the original on July 5, 2008.
  3. 3.0 3.1 "Enemies Script." BuffyWorld. Archived from the original on August 14, 2018.