Buffy the Vampire Slayer
Season 7, Episode 1
Lessons Willow Giles 03
Air date September 24, 2002
Written by Joss Whedon
Directed by David Solomon
Episode Guide
"Beneath You"
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
Guest Starring
Alex Breckenridge Kit
Kali Rocha Halfrek
D. B. Woodside Principal Wood
Co Starring
Mark Metcalf The Master
Juliet Landau Drusilla
Harry Groener Mayor Wilkins
George Hertzberg Adam
Clare Kramer Glory
Adam Busch Warren
David Zepeda Carlos
Jeremy Howard Dead Nerd
Ken Strunk Dead Janitor
Rachael Bella Dead Girl
Ed F. Martin Teacher
Simon Chernin Student
Jeff Denton Vampire
Mark Weathers Student
Carl Darchuk Drunk
Band (Ciaran Hope)
Ciaran Hope Male Singer
Karla Grefe Female Singer

"Lessons" is the season premiere of the seventh season of Buffy the Vampire Slayer, and is the hundred twenty-third episode altogether. It was written by Joss Whedon and directed by David Solomon. It originally broadcast on September 24, 2002.

Dawn finds vengeful spirits in the new Sunnydale High School. Giles helps with Willow's rehabilitation in England.


In Istanbul, a dark-haired girl is running, looking over her shoulder in fear. She's being chased by men in hooded cloaks. After a heated chase and a near escape they catch her. Two hooded figures hold her down, while a third figure raises an arched, shiny, silver dagger and stabs her.

Buffy is in Sunnydale training her sister on how to fight vampires. She instructs Dawn that fighting (and slaying) are about power. They discuss the fact that Sunnydale High has just reopened.

Meanwhile, Willow is studying with Giles in Westbury, England. She studies magic and meditation with a coven of Wiccans that Giles knows. They discuss Willow's powers, and how witchcraft is no longer a hobby or an addiction she can quit as the magic is now a part of her She is learning control, but feels frightened and distraught because she "killed people". Giles reassures her that she can be helped and become 'Willow' again.

Xander is working construction at the new high school which Dawn is to attend. He shows Buffy his discovery that the Principal's office is right over the Hellmouth (where the library used to sit). Buffy follows Dawn into the school where she meets Principal Wood. She wanders into a bathroom, where she finds a mysterious talisman. Upon seeing the talisman, she sees a dead girl who threatens her. She says Buffy was unable to protect her, and that she will not be able to protect Dawn either.

Anya is still in the vengeance business and is drinking coffee with her fellow vengeance demon Halfrek. "Hallie" tells Anya that the other demons are noticing a lack of quality in her work, and that "something big is coming".

Buffy tries to warn Dawn, but winds up only embarrassing her. Dawn then sees a similar dead student. She hurries to the bathroom where she meets Kit Holburn, who has also been seeing things. They are about to leave the bathroom when the floor caves in and they wind up in the high school basement. Willow, back in England, has had a vision. She saw "the earth's teeth"—the Hellmouth. She tells Giles, who has taught her that everything is connected, that not everything that is connected to the earth is good.

Dawn and Kit run into another student in the basement, Carlos Trejo, who says he saw a dead janitor. They are soon confronted by the three dead people. The dead people tell them that everyone dies at Sunnydale, and they will be no different. Dawn calls Buffy on her new cell phone. Buffy descends into the basement to help Dawn, but cannot find her. Instead, she finds a deranged Spike holed up in a small room.

He has scratches around his heart which he explains as attempts to "cut it out". He is rambling incoherently, but tells Buffy that the dead students are not zombies or ghosts, but "manifest spirits" raised by a talisman. Buffy calls Xander, telling him to find and destroy the talisman. She then hears Dawn screaming, and runs to her rescue. She fights the spirits off as Xander wrestles with one to destroy the talisman. Xander breaks the talisman and the spirits disappear.

Buffy then sends Dawn, Kit, and Carlos off to class. Principal Wood is impressed that Buffy was able to convince Kit and Carlos to socialize and go to class, and says that they are the only two students with school records as large as Buffy's had been. He offers her a job working as a counselor at the school, and she gladly accepts. She wants to be able to keep an eye on her sister, the school, the Hellmouth, and the new principal.

Spike is now huddled in a corner in his basement room. He says that he had a speech to Buffy prepared, but she would not understand. A figure that appears to be Warren Mears is seen pacing around him. He begins to give a speech about how great he is. He turns into Glorificus, then Adam, followed by Mayor Wilkins, Drusilla, and then The Master. Each of them continues the speech, but each in their own particular voice and using their individual personalities and manner of speaking. The Master says, "It's not about right. It's not about wrong." He then transforms into Buffy and tells Spike, "It's about power", the same thing Buffy had said to Dawn at the beginning.


  • The teaser follows the trend of season premieres taking place in a graveyard since "When She Was Bad", in which Buffy, Willow and Xander reunite in a cemetery. In "Anne", Willow, Xander, and Oz patrol a cemetery in place of an absent Buffy. The next year, in Season 4's "The Freshman", Buffy and Willow decide on what college courses to take in the graveyard. Season 5's "Buffy vs. Dracula" shows Buffy needing that extra dose of slaying-in-the-graveyard before bedtime. With Buffy dead, Season 6's "Bargaining, Part One" shows Giles, Spike, Xander, Tara, Anya, and the Buffybot patrolling in the cemetery under the leadership of Willow. Finally, in this episode Buffy trains Dawn in the techniques of vampire slaying.
  • At this point, the Scooby Gang has the fewest members at any time in the series: Buffy, Xander, and Dawn. From the previous season: Willow turned evil and is now being rehabilitated in England, Giles moved back to England, Anya became a Vengeance Demon after her failed wedding, Tara was killed, and Spike left Sunnydale to regain his soul. All will return to the Scooby Gang throughout the season, with the exception of Tara.
  • This is the first of multiple episodes to begin with the murder of a Potential Slayer, until their pivotal stand in "Chosen".
  • This episode reintroduces the First Evil, this season's Big Bad (although it is not identified until "Never Leave Me"). The First makes an initial probe of Sunnydale's mettle under Buffy's reign by tormenting Angel in the season three episode "Amends".
  • This episode marks Dawn's first day at Sunnydale High. The First remarks to Spike, "We're going back to the beginning." The first episode of Buffy depicted Buffy's first day at the old Sunnydale High. (This is just one of many references to the old days of Sunnydale High.)
  • The character of Principal Wood is introduced, later to be revealed as Nikki Wood's son. Nikki Wood is one of the slayers that Spike killed. This will play out later in the season.
  • Having worked at Doublemeat Palace during season six, Buffy is now employed at Sunnydale High, where Principal Wood creates a counseling position for the express purpose of luring the Slayer, as he reveals in "First Date".
  • At the end of the episode, except for Buffy, all of the First's appearances are Big Bads from previous seasons, in reverse chronological order: Warren Mears (Season 6), Glory (Season 5), Adam (Season 4), Mayor Wilkins (Season 3), Drusilla (Season 2), and The Master (season 1).
  • By appearing as Buffy, Drusilla, and Warren, the First demonstrates for the first time in the series that it can also appear as undead and previously deceased individuals, not just permanently dead people like Jenny Calendar.
  • In her "intervention" over Anya's lackluster vengeance, Halfrek praises Anya's previous hard-core performance as a Vengeance Demon, saying "Do I have to mention Mrs. Czolgosz?" This is exceptionally obscure in-joke directed at Jane Espenson, who wrote a joke in Season Four about Anyanka making a male victim fall in love with President McKinley ("Superstar"). Leon Czolgosz assassinated President McKinley. The joke was a little too obscure; Espenson didn't catch it.
  • The regaining of Spike's soul is key in the series finale's battle, when Buffy asks him to wear an amulet (brought by Angel in "End of Days") that can only be wielded by someone both ensouled and possessing preternatural strength; a "champion." This will also be important in Angel with the Shanshu prophecy.
  • Buffy warns Dawn to stay away from "hyena people, lizardy-type athletes" and invisible people — referencing the monsters who appeared respectively in episodes "The Pack", "Go Fish" and "Out of Mind, Out of Sight".
  • Buffy and Xander discuss the layout of the new Sunnydale High and the location of the principal's office over the Hellmouth, an area previously rested over the library ("Prophecy Girl").
  • Adam calls Spike "number 17" a reference to the Initiative's code name for him, Hostile 17.
  • Dawn gets a mobile phone, the first we will see the Sunnydale Scoobies use since Cordelia in "Welcome to the Hellmouth".
  • Dawn fails to kill the vampire by missing the heart, which Buffy claims she also did fighting her first vampire. This can be seen during a flashback in "Becoming, Part One".
  • Dawn comments that she is taller than Buffy. This has been apparent since they walk away from the crypt together in season 5's "Crush". This is also mentioned by Buffy when she is trying to figure out which reality is real (Sunnydale or mental institution) in Season 6's "Normal Again". Buffy then replies to Dawn: "I should be taller than you."
  • In this episode we see two girls and a boy (Dawn, Kit, and Carlos) to form a friendship on the first school day — which is similar to the way Buffy, Willow and Xander started their friendship in "Welcome to the Hellmouth".
  • Buffy says, "There's always a talisman." This could be a reference to the Season 6 episode "Once More, with Feeling" when Xander accidentally summons the demon Sweet through a talisman.

Death count

  • The unidentified Istanbul Potential Slayer, stabbed by a Harbinger of Death.
  • Pelletti, beheaded by Buffy with a sword.
  • The three vengeful spirits, destroyed by Xander when he breaks the Talisman.



  • Sunnydale, CA
  • Istanbul, Turkey
  • Westbury, England

Behind the scenes


  • Kali Rocha was performing in the play Noises Off when Season Seven was shooting. She was flown in for one day and filmed all her Season Seven scenes ("Selfless" and this episode) on that one day. She filmed her "death scene" before a green screen for later super-imposition into the scene.[citation needed]
  • The scenes that are marked as taking place in Westbury were actually shot at Anthony Stewart Head's house in Somerset, England. He owns the horse seen in the episode, and it is named "Otto".
  • Sarah Michelle Gellar, Nicholas Brendon, Alyson Hannigan, Anthony Stewart Head, and Mark Metcalf are the only actors to appear in the first and last season premieres.

Deleted scenes

  • This line was cut due to length:
Dawn: "...and my sister is a vampire slayer, her best friend is a witch who went bonkers and tried to destroy the world, um, I actually used to be a little ball of energy until about two years ago when some monks changed the past and made me Buffy's sister and for some reason a big klepto. My best friends are Leticia Jones, who moved to San Diego because this town is evil, and a floppy-eared demon named Clem."

Pop culture references

  • Willow's mentor in England, Ms. Harkness, is named after the Marvel Comics character, Agatha Harkness, who is also a witch.
  • Willow remarks how confused she is that Giles rehabilitates her with magic, comparing him to the fictional wizard character Dumbledore, the Headmaster of Hogwarts School of Witchcraft and Wizardry, the school Harry Potter attends, in J.K. Rowling's Harry Potter series of books and movies.
  • Buffy refers to the three spirits as the "Resentful Dead", a reference to The Grateful Dead.
  • Principal Wood comments on Buffy's interaction with the students with the line "Curiouser and curiouser," a quote from Lewis Carroll's Alice's Adventures in Wonderland.
  • When the First Evil speaks to Spike while impersonating the Master, it not only mentions the [Big] Bang as a widely accepted beginning of all things, but also John's symbolism of the "Word" as the start of creation.

Goofs, bloopers & continuity errors

  • The First (as Drusilla) touches and moves Spike's hair. However, it is made clear later in the season that The First is not corporeal, which means it is unable to physically touch anything.
  • In the scene when Buffy is about to rescue Dawn, Kat and Carlos, right before she kicks in the door you can see she is still wearing heels, but when she goes through the door and kicks the dead janitor you can see she is wearing tennis shoes throughout the whole fight.
  • Dawn says to Buffy that it is unfair of her to scare her on her first day of high school; in Season 6 we learn that Dawn is a freshman.[citation needed] This could just be referring to her first day at Sunnydale.
  • One of the undead claims to have been killed by a werewolf when Buffy was already in Sunnydale. However, neither Oz nor Veruca have killed people in Sunnydale, and in the series, Buffy has met no other werewolf.


  • Strange Radio — "So High". (The duo perform the song at the Espresso Pump.)
  • Douglas Romayne — "In Westbury Field"
  • Douglas Romayne — "Istanbul"
  • Douglas Romayne — "Just In Time"
  • Douglas Romayne — "Lesson One"

International titles

  • French: "Rédemption" (Redemption)
  • German: "Alles auf Anfang" (Back to the Beginning)


  • This is one of only two episodes in the entire series where one of Sarah's real life tattoos can be seen. In the first act when Buffy and Xander are discussing the Sunnydale High, the Chinese symbol for hope or luck on her left hip is seen. It can also be seen in the episode "Grave" when Buffy and Giles are talking in the training room (as she is bent over the vaulting horse laughing), and as she climbs out of the hole in the ground at the cemetery (made by Dark Willow).
  • This episode marks the first time Buffy is seen using a cell phone.


Promotional stills

Behind the scenes


Dawn - "Yeah, but he’s new. He doesn’t know his strength. He might not know all the fancy martial arts they inevitably seem to pick up."
Buffy - "Ah, you put the box near the milk. I saw it on the food channel."
Willow - "Is there anything you don’t know everything about?"
Giles - "Synchronized swimming. Complete mystery to me."
Willow - "I deserve a lot worse. I killed people, Giles."
Giles - "I’ve not forgotten."
Willow - "When you brought me here, I thought it was to kill me or to lock me in some mystical dungeon for all eternity or — with the torture. Instead, you go all Dumbledore on me. I’m learning about magic. All about energy and Gaia and root systems."
Giles - "Do you want to be punished?"
Willow - "I wanna be Willow."
Giles - "You are. In the end, we all are who we are, no matter how much we may appear to have changed."
Spike - "The thing is... I had a speech. I learned it all. Oh, God. She won't understand, she won't understand."
Warren - "Of course she won't understand, Sparky. I'm beyond her understanding. She's a girl. Sugar and spice and everything...useless unless you're baking. I'm more than that. More than flesh..."
Glory - "... more than blood. I'm... you know, I honestly don't think there's a human word fabulous enough for me. Oh, my name will be on everyone's lips, assuming their lips haven't been torn off. But not just yet. That's all right, though..."
Adam - "... I can be patient. Everything is well within parameters. She's exactly where I want her to be. And so are you, Number 17. You're right where you belong."
The Mayor - "So what'd you think? You'd get your soul back and everything'd be Jim Dandy? Soul's slipperier than a greased weasel. Why do you think I sold mine? Well, you probably thought that you'd be your own man, and I respect that, but..."
Drusilla - "... you never will. You'll always be mine. You'll always be in the dark with me, singing our little songs. You like our little songs, don't you? You've always liked them, right from the beginning. And that's where we're going..."
The Master - "... right back to the beginning. Not the Bang... not the Word... the true beginning. The next few months are going to be quite a ride. And I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic schmuck, if it hasn't sunk in already. Look at you. Trying to do what's right, just like her. You still don't get it. It's not about right, not about wrong..."
Buffy - "... it's about power."
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