Buffy the Vampire Slayer
Season 3, Episode 17
Air date March 16, 1999
Written by Douglas Petrie
Directed by David Grossman
Episode Guide


"Enemies" is the seventeenth episode of the third season of Buffy the Vampire Slayer, and is the fifty-first episode altogether. It was written by David Fury and directed by James A. Contner. It originally broadcast on May 4, 1999.


The Mayor hires a sorcerer to remove Angel's soul. Faith and Angelus team up and capture Buffy. After Faith reveals what she knows about the Mayor's Ascension, Buffy and Angel reveal that the whole thing was a hoax.


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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 expected. To prove that he isn't going to lose control, Angel kisses her, but their sweet moment is cut short when Faith shows up for patrol. While out hunting for the bad guys, the two slayers run into a demon who offers to sell her the Books of Ascension for five grand. Apparently, these books would be very useful for the Mayor and when he finds out, he asks Faith to kill the demon and take the books.

At the library, the Scooby Gang discusses "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. Cordelia arrives and makes a date with Wesley. Faith finds the demon, who's desperate to get out of Sunnydale before the Mayor's Ascension, and kills him. She goes to Angel, apparently upset over what she's become and seeking comfort from him. Angel refuses to comfort her the way she wants, but Faith manages to sneak a kiss on the cheek which Buffy happens to walk in and see. Faith's attempt to seduce Angel having failed, the Mayor decides to take his soul in the most painful way possible.

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

Faith finds Angel first at the mansion and apologizes for her behavior the night before, and then she pours blood onto his shirt. The cloaked man steps out of the shadows and chants a spell. Lights flash, Angel yells, and Angelus is back. He pulls Faith to him and 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 Hall of Records to find information on the Mayor.

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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 finding 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:
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"What can I say? I'm the world's best actor." Angel responds: "Second best." Faith then realizes that she has been the duped -- Angel was only pretending to be Angelus again 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 and runs off, knowing that Buffy wasn't ready to kill her yet.

At the library, Giles says good-bye to the cloaked man, revealing that the fake spell was the paying of 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 Watcher's Council about it. 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 Aascension 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 needs some time, but as she leaves, he asks, "You still my girl?" and she responds, "Always."

Quotes and trivia

  • Richard Wilkins III: I've got two words that are gonna make all the pain go away: Miniature. Golf.
  • 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.
  • Richard Wilkins III: There's more than one way to skin a cat. And I happen to know that's factually true.
  • 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, as the cloaked man in "Enemies" only pretends to do) and "Calvary".
  • Joss Whedon states in an interview on the Season 3 DVDs that fans had been eager to see Angelus again.
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