Buffy the Vampire Slayer
Season 5, Episode 10
RiBuff IntoTheWoods3
Air date December 19, 2000
Written by Marti Noxon
Directed by Marti Noxon
Episode Guide
"Listening to Fear"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Marc Blucas Riley
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Anthony Stewart Head Giles
Guest Starring
Bailey Chase Graham
Nick Chinlund Major Ellis
Kristine Sutherland Joyce Summers
Co Starring
Randy Thompson Dr. Kriegel
Rainy Jo Stout Junkie Vampire Girl
Emmanuel Xuereb Whip
Adam G. Tough Vamp

"Into the Woods" is the tenth episode of the fifth season of Buffy the Vampire Slayer and is the eighty-eighth episode altogether. It was written and directed by Marti Noxon. It originally broadcast on December 19, 2000.

Riley is invited to join a new Initiative-like organization which would require him to leave Sunnydale. He gives Buffy an ultimatum: Give him a reason to stay or he will be gone from her life forever.


Scoobies IntoTheWoods

Dr. Kriegel: Barring complications in recovery... I think your mother's going to be fine.

At the hospital, the Scooby Gang awaits news from Dr. Aaron Kriegel about Joyce's surgery, and they are all relieved when the surgery is a success. Dawn spends the night with Xander and Anya so that Buffy and Riley can have some private time. With the house to themselves, Buffy and Riley spend a romantic evening together, and Riley commends her on how she remained calm and didn't cry. Buffy tells him she cried a lot, and Riley is once again upset that she refused to open up towards him. As Buffy lies asleep after some lovemaking, Riley sneaks out of the house. Spike, having been on his typical nightly vigil, secretly follows Riley to an old building.

Buffy spends the day with her mother in the hospital discussing Joyce's wig options and Buffy's relationship with Riley. Spike wakes Buffy from sleep that night to show her what Riley has been doing. Buffy is shocked to find him in the arms of a female vampire, being fed upon. Graham has persuaded his commanding officer to seek Riley's help in destroying demons for the government. They offer Riley a position in the government's new anti-demon organization, assuring him that they are nothing like the Initiative and exist only to stop demons, not study them. At the Magic Box, Buffy storms in and demands information about humans paying vampires to bite them. Giles (who had seen these kinds of 'brothels' back in his days as Ripper) and Anya confirm that humans will pay vampires to bite them, getting off on the rush of the experience and the danger the vampire might go too far. Buffy is angry that Giles didn't tell her that this kind of place exists, but Giles explains he didn't know this was going on in Sunnydale and even if he did he may not have told her, feeling that the 'victims' are willing and she should remain focused on more imminent threats like Glory. Buffy refuses to back down and gets even more agitated when Xander suggests waiting for Riley.  

Riley VampBite

Riley's secret.

Arriving at the nest, Buffy and the others find the building empty, the vampires worried that Buffy would return. Giles suggests the vampires will now be lying low, but Buffy is determined to find them and sets the building on fire, leaving everyone certain something is wrong. Riley is furious that Spike allowed Buffy to see the truth and after throwing the vampire around a bit, he stakes him. Fortunately for Spike, the stake is plastic and Riley's actions were only a warning. Spike maintains that Riley has no future with Buffy, and the two rivals eventually share a drink, discussing how they both love her, but she doesn't return the feelings for either of them. Spike tells Riley that he is generally jealous of his position of intimacy with Buffy, although sometimes he wonders if Riley's situation is worse, being so close to Buffy while not actually having her. However, he ultimately declares that Riley has the better deal. Riley asks Spike if he really thinks he has a shot with Buffy. Spike responds in the negative, but says that a fellow's got to try — he's got to do what he can.

RiBuff IntoTheWoods3

Riley: Unless you give me a reason to stay... I'm leaving tonight.

Buffy releases her aggressions on a punching bag in the training room until Riley shows up determined to talk to her. He tells her he started his late-night vamp activities because he wanted to know what Buffy felt when she was bitten by Dracula. Riley tells her that the vampires needed him and Buffy didn't, reminding her that she didn't ask for his help when her mother was ill and she chose to shoulder the whole burden herself instead of letting him share it with her like he is supposed to. After Buffy tries to convince him that she's given him everything she has, Riley says that he doesn't believe her, and tells her about the offer to return to the government. He is going to leave unless she can give him a reason to stay.

The vampires from the nest surround a distraught Buffy as she's leaving the shop. She stakes all eight of them in record time, including the vampire she had seen drinking from Riley.

510 IntoTheWoods4

Buffy is too late.

Xander witnesses the slaying and confronts Buffy, not willing to let her hide from her problems. He shows her the truth that she's been ignoring: that Riley has given her everything, and risked everything for her, while she has treated him as a rebound guy after Angel's departure from Sunnydale, and how she's treated him as 'convenient', expecting him to be there when she needs him and to disappear when she doesn't. She tries to change the subject by accusing Xander of treating Anya as a mere convenience, but Xander stays on point, telling her that Riley is the kind of guy that comes around once in a lifetime and that she has to decide if she's really willing to lose him for good. Xander gets through to Buffy, and she takes off. Although she runs as fast as she can, Buffy is unable to get to the airport in time to stop Riley from leaving. The helicopter takes off with Buffy on the landing pad, calling after Riley. He stares in the other direction, leaving without knowing that she had tried to reach him.

After his talk with Buffy, Xander realizes that he needs to tell Anya how much he loves her and he does. Still shocked, Buffy returns home while Riley leaves Sunnydale, not looking back.


  • The banner Giles hangs above the counter of the Magic Box reads: "Don't Forget Winter Solstice, Hanukkah, Christmas, Kwanzaa & Gurnenthar's Ascendance Are Coming!"
  • This is the most evident example of Xander's ability to see what others cannot, and perhaps foreshadows many coming events in his life.
  • Xander and Anya's relationship is cemented as something more than just a juvenile romance.
  • In "Doppelgängland", Willow becomes upset when she finds out Anya's plans and takes back her chicken's feet. In this episode, Anya and Willow have a fight that starts out over chicken's feet.
  • Graham reappears in 'In Pieces on the Ground'.

Body Count

  • Whip and his seven minions, all dusted by Buffy

Behind the Scenes


  • The "In Memory of D.C. Gustafson" at the end of the episode referred to Gustav Gustafson, who was the Leadman for the first two seasons of the show. Gustav was apparently a close friend of Sarah Michelle Gellar, and died during filming of the series at age 41, after fighting cancer and AIDS.
  • This was the first Buffy episode directed by executive producer Marti Noxon. Of the experience, she says "It was thrilling and it was terrifying. I thought I was going to bolt the whole time." She will do the same again for "Forever".
  • When asked why they chose to have Riley leave Sunnydale, Joss Whedon says he tried to give Buffy a healthy relationship, but "people didn't want it. They did some great work together. But at the same time, when they were happy, it made people crazy". Marti Noxon adds "Sunnydale romance just rarely goes well. Buffy with a boyfriend is not as interesting as Buffy in some kind of romantic strife. Riley, by his nature, was such a good and constant character that we were at risk of things getting a little dull."

Goofs, Bloopers & Continuity Errors

  • After Riley stabbed Spike with the plastic stake. There is no hole or blood on Spikes shirt.
  • Buffy explains to Xander that Riley will leave at midnight unless she stops him. But Riley never told Buffy he was leaving at midnight, just that he was leaving "tonight" (the audience knows it's midnight from the earlier conversation between Riley and the Colonel). Nor did he tell her he was leaving by helicopter (he just said "transport"), and from where, but she seemed to know the spot to run to try to stop him.
  • Right after the opening credits roll, the doctor is giving Buffy and the gang the news- you can see the lighting equipment to the left of the screen.
  • When Spike and Riley are in Spike's crypt, at the end of the scene, the camera pans out and you can see the filming equipment on the left and right of the screen.

International titles

  • French: Par amour (Out of love)
  • German: Das Ultimatum (The Ultimatum)



  • This episode is Riley-centric.


Xander - "I've gotta say something, 'cause I don't think I've made it clear. I'm in love with you. Powerfully, painfully in love. The things you do, the way you think, the way you move... I get excited every time I'm about to see you. You make me feel like I've never felt before in my life. Like a man. I just thought you might wanna know."
Anya - "I'm sorry, Willow. Thank you for making time in your busy life to come in here and get in the way of mine."
Xander - "Anya, play nice."
Anya - "You know, fine, take her side instead of mine even though I'm the one who sleeps with you, and feeds you, bathes you..."
Willow - "She bathes you?"
Xander - "Only in an erotic, Penthouse-y way. Not in a sponge-bath-y, geriatric sort of..."
Giles - "Please. Stop, I beg of you."
Xander - "You missed the point. You shut down, Buffy. And you've been treating Riley like the rebound guy. When he's the one that comes along once in a lifetime. He's never held back with you. He's risked everything. And you're about to let him fly because you don't like ultimatums? If he's not the guy, if what he needs from you just isn't there, let him go. Break his heart, and make it a clean break. But if you really think you can love this guy... I'm talking scary, messy, no-emotions-barred need... If you're ready for that... Then think about what you're about to lose."
Buffy - (tears in her eyes) "Xander..."
Xander - "Run." (she does)
Spike - "Sometimes I envy you so much it chokes me. And sometimes I think I got the better deal. To be that close to her and not have her. To be all alone even when you're holding her. Feeling her, feeling her beneath you. Surrounding you. The scent... No, you got the better deal."
Buffy - "Are you planning to seduce me, Mr. Finn?"
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