Buffy the Vampire Slayer
Season 2, Episode 19
31 26a
Air date April 28, 1998
Written by Marti Noxon
Directed by James Whitmore, Jr.
Episode Guide
"Killed by Death"
"Go Fish"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Charisma Carpenter Cordelia
David Boreanaz Angelus
Anthony Stewart Head Giles
Guest Starring
Meredith Salenger Grace
Christopher Gorham James
John Hawkes George
Miriam Flynn Miss Frank
Brian Reddy Police Chief
James Marsters Spike
Juliet Landau Drusilla
Armin Shimerman Principal Snyder
Brian Poth Fighting Boy
Sarah Bibb Fighting Girl
Co Starring
James Lurie Mr. Miller
Ryan Taszreak Ben
Anna Coman-Hidy 50's Girl #1
Vanessa Bednar 50's Girl #2
Band (Splendid)
Angie Hart Singer
Jesse Tobias Guitar Player
J.D. Foster Bass Player
Gordon Townsend Drummer

"I Only Have Eyes for You" is the nineteenth episode of season two of the television show Buffy the Vampire Slayer, and the thirty-first episode in the series. It was directed by James Whitmore Jr. and written by Marti Noxon. It was originally broadcast on April 28, 1998.

Sunnydale is haunted by the ghosts of a former student and teacher, who reenact their romance through the bodies of current students.


Love is forever. I'm not afraid to use it, I swear! If I can't be with you...
James Stanley

Sunnydale Yearbook from 1955

This ghostly episode starts out at The Bronze where Buffy rejects the advances of a boy who's looking for a date for the Sadie Hawkins dance. She tells him she's never going to date anyone again. On her way to check in with Giles, she stops a male student from almost shooting a female student. They have no recollection of why they were fighting, and the gun disappears. Later, Principal Snyder blames Buffy for the incident. While waiting in his office after he gets called out, a yearbook from 1955 mysteriously falls off the shelf. Willow gives Giles a rose quartz necklace that she found in Ms. Calendar's desk after he stops by to check on Willow's new assignment as computer science teacher. In class later that day, Buffy falls asleep and dreams about events that take place in the same classroom, but in 1955: a male student and a female teacher are having an affair, and stand in the classroom clandestinely talking. As Buffy comes back to the present, her teacher writes something from the lesson on the board. As he finishes writing, it becomes clear that he has unintentionally written "Don't walk away from me, bitch!" which is a line uttered by the student holding the gun who Buffy stopped. Afterward, Xander is grabbed by a monster arm inside his locker. Buffy helps him break away, but the arm disappears when they return to look.

Giles is intrigued by the possibility of a ghost and is immediately sure that it's Jenny Calendar. Meanwhile, Angelus, Spike and Drusilla have taken up residence in an old abandoned mansion, and Angelus passes the time taunting Spike and flirting with Dru. Spike rolls away on his wheelchair, obviously angry with Angelus.

Later that night, George, a janitor, meets Miss Frank, a teacher, in the hallway as she is leaving after working late. She asks him if George is his correct name, making it clear that the two are barely acquainted. A moment later, the two begin a lover's quarrel, each of them obviously possessed by a spirit. When the spirit causes Miss Frank to say that she doesn't love him, a gun appears in George's hand. He shoots her, and she then falls over a balcony of the school. Giles, who is reading in his office, hears a woman's voice off camera saying "I need you." Thinking it may be Jenny's ghost, he goes to investigate. He is too late to prevent the killing, but he tackles George just as the gun vanishes.

Later, the group discusses the event in the library. Giles is convinced that Jenny is haunting the school, but Willow, Xander, and Buffy disagree with him. On the internet, Willow learns that in 1955, Sunnydale High student James Stanley killed his teacher, Grace Newman, on the eve of the Sadie Hawkins dance after she tried to break off their affair. Willow and Xander feel sorry for both of them. Buffy is particularly angry at the boy, insisting that while Grace deserves sympathy, James does not. Xander comments that "the quality of mercy is not Buffy."


Buffy possessed by James Stanley.

Xander, Cordelia, Willow, and Buffy go to the school cafeteria for lunch, where chaos erupts when the food turns into snakes. The room empties quickly, and Cordelia is bitten on the face by a snake. Outside, Principal Snyder discusses the situation with Police Chief Bob Munroe. Snyder reveals his knowledge of the Hellmouth and expresses concern that he won't be able to keep the parents in the dark indefinitely. Munroe tells him that the City Council expects Snyder to handle the situation, and suggests he should take it up with the mayor if that is difficult. Snyder is taken aback, and says he will handle it.

Willow devises a plan to contain the spirits and they head off to the school where they prepare. Giles has already arrived and is trying to summon Jenny's spirit. Buffy hears music coming from the music room and sees Grace and James dancing there. James' face suddenly changes to a gory mess, startling Buffy. Cordelia looks in the mirror to find her face has become mutilated and red. On the stairwell, Willow begins to sink into the floor, and Giles rushes to save her. Willow finally convinces him that the spirit is not Jenny because she would never do such evil things. Everyone lights their candle and starts chanting the spell, but the candles blow out and a swarm of wasps follow them through the hallways. Everyone rushes out to find the school surrounded by wasps.

In the garden of their new home, Drusilla gets a vision about Buffy meeting with death. Spike goads Angelus into actually facing Buffy instead of just taunting her, and Angelus decides to finally go and confront her, but not before making it clear to Spike that he intends to have his way with Drusilla afterwards. Tears just about pool up in Spike's eyes as Angel holds Drusilla tight against him and caresses her.

Meanwhile, the Scoobies regroup at Buffy's house. They agree that it is James' ghost, and Giles says the next step is to find out what the ghost James needs to accomplish. Buffy is the one who understands that he wants forgiveness, but she maintains that he doesn't deserve it and must "live with it." Giles and Xander think that he should be forgiven whether he deserves it or not. Buffy is unmoved, and stomps off to the kitchen. Cordelia asks, "Overidentify much?", indicating she understands that all of the harsh things Buffy has said about James are really directed at Angel.

219 Eyes

James finally makes amends for what he did and transcends to a higher plane of existence.

In the kitchen, Buffy hears a man's voice saying "I need you," and finds a flyer for the 1955 Sadie Hawkins dance in her pocket. She heads to the school, where the wasps part for her to enter. Willow finds Buffy gone, having left the ad behind, and everyone rushes after Buffy, but the wasps prevent them from entering. Giles explains that James wants to reenact the incident, but with a different ending. They agree that it's not possible to have another ending, and they fear Buffy will be shot.

Angelus appears in the halls as Buffy, now possessed by James, talks to him as if he were Grace. They continue the ghosts' argument with Angelus possessed by Grace's spirit, the two lovers speaking lines relevant to both couples. At the climax, Buffy pulls out a gun and shoots Angelus. He falls off of the balcony as though dead. Buffy, still possessed by James' ghost, rushes off to the music room where James killed himself. Angelus, still possessed by Grace, is not killed by the bullets, as vampires are immune. He wakes up and runs to the music room just in time to stop "Buffy" from pulling the trigger. Grace tells James she never stopped loving him, that she knows it was an accident that the gun went off, and that it wasn't his fault. She says she loved him with her last breath. They exchange apologies and kiss passionately. The spirits, now able to pass on, leave the bodies of Angel and Buffy, who break away from the kiss as Angelus realizes what he has been doing. He pushes Buffy aside and rushes off.

Buffy talks with Giles, processing the recent events. She doesn't understand why Grace would forgive James, but she says it doesn't matter.

At his mansion, Angelus scrubs furiously at his body, saying he was violated by being infested with love. He then gets the urge for a "real vile kill" to cleanse himself. Drusilla invites Spike out as well but Angelus makes it clear that Spike is not welcome, claiming they need to "travel light" since it's not long before sunrise. After they leave, Spike stands up and kicks the chair aside, revealing that he has fully healed from his spinal injury and has been feigning weakness, waiting for his chance to strike back.


  • This is the first appearance of the mansion that will appear frequently for the rest of Season 2 and throughout Season 3 as Angel's home before he leaves Sunnydale.
  • This is the first Buffyverse episode in which night-blooming jasmine flower is compared to vampires. This happens again in "The Trial" and "Shiny Happy People". In the latter, it becomes the name of a fallen power.
  • While posessed by the ghosts Angel tells Buffy that he must leave her despite loving her so she can have a normal life, something he will do at the end of season three.
  • In "Waiting in the Wings", a season three episode of Angel, when Angel and Cordelia are possessed by the spirits of lovers past, Angel states that he's been possessed by ghostly lovers before, referring to this episode.
  • Grace is the third Sunnydale High teacher killed in the series, though is chronologically the first.
  • Spike, who ever since "What's My Line, Part Two" has been confined to a wheelchair with a burned face, is shown to secretly be fully healed of his injuries after several months. The burns on his face have finally disappeared, and he is able to get out of the wheelchair at the end of the episode. He keeps it to himself, though, waiting for a better time to strike back.
  • This episode appears to be the beginning of Willow's interest in witchcraft, as she admits that she has started looking through Jenny's files and websites on the subject. This later leads her to having enough knowledge to perform the Ritual of Restoration -- something which even Giles is unable to complete -- and foreshadows her later career as a powerful witch.
  • When Willow is laying out her plan for dealing with the haunting, she suggests "the only solution is the final solution." Xander responds "nuke the school? I like that." In Graduation Day, Part Two, the gang will blow up the school to defeat the Mayor in demon form.



Organizations and titles



Weapons and objects

  • Revolver

Death Count

Behind the Scenes


  • The show has dealt with many disturbing subjects, but this is the first one that has prompted a public-service announcement. Following the end of the final act, Sarah Michelle Gellar did a voice-over on the dangers of teenage suicide.

Deleted Scenes

  • This exchange from the script was cut:
Cordelia: "Okay. So what's up with Buffy?"
Xander: "How many times do we have to go over this? Nothing's up with Buffy. We're just good friends..."
Cordelia: "No, I mean, what's up with Buffy? Like, is she okay?"
Xander: "Sorry. I'm not used to you addressing subjects not directly related to ... you. She's fine. I guess. Why?"
Cordelia: "She only blew off Ben Straley - the most eligible hunk in town. He's totally rad and his father owns a department store. I mean, he's the guy I'd be going out with if I wasn't so obviously brain damaged. No offense."
Xander: "Oh no. Why would I be offended?"
Cordelia: "Anyway. Ben told Lynette, who told Charity, that Buffy wouldn't even give him the time of day."
Xander: "Good for her. She's providing much needed life experience for the rejection-deprived."
Cordelia: "The guilt thing's just getting a little old, you know. Everybody's told her what happened to Angel isn't her fault."
Xander: "Yeah. Everybody except the one guy she needs to hear it from."

Pop Culture references

  • Willow says "You came, you saw, you rejected," paraphrasing "I came, I saw, I conquered," spoken by Julius Caesar.
  • Buffy says "You just went O.J. on your girlfriend", referring to the 1994 O.J. Simpson trial.
  • Xander's line "I'm dead as hell and I'm not going to take it anymore," paraphrased the line "I'm mad as hell and I'm not going to take it anymore" from the film Network.
  • Snyder mentioned the film JFK when giving Buffy a lecture about conspiracies.
  • Xander's comment that "the quality of mercy is not Buffy," is a paraphrase from the Shakespeare play The Merchant of Venice, which the students were shown discussing in class earlier in the season. The true line is: "The quality of mercy is not strained."

Goofs, Bloopers & Continuity Errors

  • In the beginning, Willow says that she found all kinds of cool stuff on Miss Calendar's computer, but Angelus smashed and burned it in order to destroy files. This could be attributed to the scene only showing the monitor burning being smashed and burned, not the actual tower.
  • The Flamingos song "I Only Have Eyes For You" was not released until 1959. The ghost story is set in 1955, 4 years prior to its release.
  • Meredith Salenger's name is misspelled in the credits as 'Meredith Salinger'.


International Titles

  • Finnish: Menneisyyden Riivaamat (Posessed by Past)
  • French: La soirée de Sadie Hawkins (The night of Sadie Hawkins dance)
  • German: Ein Dämon namens Liebe (A Demon named Love)


  • In an interview (available as a DVD extra), Joss Whedon has said that it was this episode that convinced him that David Boreanaz was an actor strong enough to have his own series.
  • Grace and James talk about a book Grace has lent him. The book is A Farewell to Arms, by Ernest Hemingway. It is about a teenaged World War I soldier who has a romance with an older woman—an army nurse. The relationship ends after she dies in a fashion that he blames himself for. It is based on events that happened to Hemingway.
  • The scenes where Cordelia deformed in front of the mirror and Willow is attacked by hands going out of a whirlpool are tributes to the horror movie Poltergeist, directed by Tobe Hooper in 1982.
  • This episode is included in The Slayer Collection: Angel DVD.
  • The song "I Only Have Eyes for You" is also briefly featured in The Grudge 2 theatrical trailer, also starring Sarah Michelle Gellar.


Buffy - (about James) "No, he should be doing sixty years in prison, breaking rocks, and making special friends with Roscoe the weight lifter."
Xander - "Yikes. The quality of mercy is not Buffy."
James Stanley - "Don't walk away from me, bitch!"
Xander - "'Something weird is going on.' Isn't that our school motto?"
Buffy - "Pretty much."
Willow - (about the ghost) "The only solution is the final solution."
Xander - "Nuke the school? (smiles gleefully) I like that."
Willow - "Not quite: exorcism."
Cordelia - "Are you crazy?! I saw that movie, even the priest died!"
Willow - "Oh! I almost forgot. I made us all scapulas."
Xander - "Okay, so we can flip the ghost over when it turns a nice golden brown?"
Willow - "Scapula, not spatula."
Giles - "To forgive is an act of compassion, Buffy. It's-it's ... it's not done because people deserve it. It's done because they need it.
Buffy - "No. James destroyed the one person he loved the most in a moment of blind passion. And that's not something you forgive. No matter why he did what he did. And no matter if he knows now that it was wrong and selfish and stupid, it is just something he's gonna have to live with."
Xander - (after wasps surround the school) "Check it out. I think it's fair to say school's closed forever."
Xander - "I'll have you know I was just accosted by some kind of, um, locker monster.
Giles - "Loch Ness Monster?"
Buffy - "Locker monster is what he said."
Giles - "It's Jenny."
Buffy - "What?"
Xander - "You think she's the ghost?"
Giles - "Well, don't you see? Well, she-she-she died here under tragic circumstances, a-a-and now she's trapped."
Willow - "But what about the gun? I mean, Angel didn't shoot Ms. Calendar."
Giles - "The gun is insignificant. It's the violence of the thing that matters."
Buffy - "I don't know. These fights these couples keep having, it's sort of ... specific."
Willow - "She's right. It's a pattern that doesn't fit with the way Ms. Calendar died."
Giles - "Yes, well, I, uh, I appreciate your thoughts on the matter. I, in fact I... well, I encourage you to, to always, uh, challenge me, uh, when you feel it's appropriate. You should never be cowed by authority. Except, of course, in this instance, when I am clearly right and you are clearly wrong.
Xander - "I know. He's usually Investigate-Things-From-Every-Boring-Angle Guy. Now he's I-Cling-Onto-My-One-Lame-Idea Guy. What gives?"
Buffy - "He misses her. He can't think. Just a little more fallout from my love life."
Willow - "Okay, but this ghost stuff is something else. Let me do a crosscheck on other shootings at the school."
Buffy - "Yeah, we need some alternate ghost theories. What do we know?"
Xander - "Dog spit is cleaner than human."
Cordelia - "School can open again tomorrow."
Xander - "And tell me how that's a good thing?"
Cordelia - "I'm drawing a blank."
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