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"Out of My Mind" is the fourth episode of the fifth season of Buffy the Vampire Slayer and the eighty-second in the series. Written by Rebecca Rand Kirshner and directed by David Grossman, it originally broadcast on October 17, 2000 on The WB network.


STAND BY YOUR MAN — Buffy is in a race against time when the physical aftereffects of Riley's being used as a lab rat by The Initiative threatens his very life. When Riley stubbornly refuses help and goes into hiding, Buffy reluctantly turns to Spike for help, but he takes advantage of her situation for his own plot to rid his life of the slayer once and for all.[1]


At the cemetery, Buffy stalks her vampire prey, killing several newly awaken vampires with a little unwanted help from both Riley and Spike. Riley demonstrates quite a bit of enthusiasm and new strength while fighting, while Buffy simply orders Spike to stay out of her way. As Buffy and Riley leave, Spike swears to taste Buffy's blood, but as he walks off, he falls into an open grave. Buffy and Willow argue over a topic from class and discuss Buffy's busy schedule.

Buffy arrives at the Magic Box to train and is pleasantly surprised to see that the backroom has been transformed into a training room. Harmony seeks Spike and his help because she is frightened that Buffy is out to kill her. The two conspire to kill the Slayer. While Joyce makes breakfast for Dawn, she briefly wonders who Dawn is before collapsing onto the floor.

At the hospital, an intern named Ben informs Buffy and Riley that Joyce will be fine, but that doctors aren't sure what caused her to collapse. Dawn is playing with a stethoscope and when she listens to Riley's heart, she finds that it is racing much faster than normal.

After listening to Riley's heart, a doctor recommends that he stay in the hospital at the high risk of a heart attack, though Riley dismisses her concerns. Buffy tries to think of a way to help Riley and discusses the situation with Willow and Dawn. After noting her frustration that the Government are likely spying on Riley however when she needs to get a message to them she doesn't know to do it, Dawn suggests that if the Government are listening then she needs to ask for help where she knows they'll hear it. Buffy has an idea and goes to Riley's place, picks up the telephone receiver and simply states that Riley needs help before replacing it.

Still part of the government, Graham tries to force Riley to see a doctor, but Riley is stronger than Graham and the other agents and gets away. After speaking with Graham later that day, Buffy takes it upon herself to get Riley to a doctor before he dies. Buffy gives Spike information about the doctor that can help Riley, hoping that the vampire could help find Riley and bring him there. Instead, Spike and Harmony go to the doctor and try to force him to remove his chip.

Buffy finds Riley in the Initiative caves, punching into rock because he can't feel any pain. He tells her that he's afraid he won't be enough for her once he lets the doctors operate on him. After convincing Riley to get medical attention, Buffy brings him to the hospital and finds the doctor gone. Just after the doctor finishes sewing up Spike's skull, Buffy arrives with Riley and a fight ensues. As he tries to bite the Slayer, Spike finds that the doctor only pretended to remove the chip from his head. When Riley suffers a heart attack and collapses while fighting Harmony, Buffy immediately turns her attention to him. With Buffy distracted, an enraged Spike escapes with Harmony, ranting about his disgust with Buffy and his weariness with how she is seemingly the source of everything wrong with his life.

The doctor is able to operate successfully on Riley. Later, Graham talks with Riley and tells him he no longer has a purpose in Sunnydale — without the Initiative, he's nothing. Riley assures Graham he has Buffy, but Graham insists that'll never be enough.

Buffy shows up at Spike's crypt, ready to stake him. He's willing to let it happen, daring her to put him out of the misery of living in a world with her in it, being everywhere he turns, ruining everything he plans. She pauses, confused, stake raised, and then hesitates. They stare at each other for a moment, and then he pulls her into a passionate kiss. She pulls back, shocked, but then returns to the embrace. She tells Spike "I want you" and he tells her: "I love you Buffy. I love you so much."

Spike then awakens from his dream, gasping beside a still-sleeping Harmony. He says: "Oh god no. Please, no."


  • This is the last appearance of the old Sunnydale High School. A new building will be inaugurated in the episode "Lessons."
  • Joyce begins to have health problems, foreshadowing her eventual death in "I Was Made to Love You."
  • Willow begins to use magic when not strictly necessary and Tara feels unease with her power and attitude. This continuous behavior will have as consequence the end of their relationship ("Tabula Rasa") and Willow's magic addiction ("Wrecked").
  • Riley's belief that a normal guy was not enough for Buffy is a sharp contrast to Angel's point of view when he had broken up with her ("The Prom"), claiming that she deserved someone "normal."
  • When Riley expresses his fear that he is not enough for Buffy if he is just an ordinary man, Buffy scoffs and says if her goal was to date a man with super powers, then she'd be dating Spike. Ironically, this statement foreshadows Buffy's sexual relationship with Spike in the following year ("Smashed").
  • Spike discovers his love for Buffy, much to his horror. He'll reveal his feelings for Buffy in "Crush."



Organizations and titles




Death count

  • Two vampires, dusted by Buffy.
  • One vampire, dusted by Riley.
  • One security guard, killed by Harmony.

Behind the scenes


Pop culture references

  • Buffy and Willow discuss Jean-Paul Marat and the French Revolution.
  • Spike watches Dawson's Creek television show.
  • Buffy compares Xander, Giles and Riley to 'fairy godmother and Santa Claus and Q all wrapped up into one' after they turn the back room into a training room, then goes on to clarify that she means Q from the James Bond franchise, rather than the mischievous Q from Star Trek.
  • Dawn brings up the CIA's assassination attempts on Fidel Castro. The specific methods she refers to are fictional, however the real attempts were equally bizarre.
  • After Willow uses magic to light up the school ruins, Tara refers to her original version of the spell as "teeny Tinker Bell light," referring to the fairy character from Peter Pan.


  • Harmony's reflection can be seen behind her after she accidentally fires the crossbow.


International titles

  • Armenian: "Ես խելագարվում եմ" (I'm Mad)
  • Czech: "Šílenství" (Madness)
  • Finnish: "Sekopää" (Nutcase)
  • French: "Quand Spike s'en mêle" (When Spike gets mixed up in it)
  • German: "Die Initiative lässt grüßen" (Greetings from the Initiative)
  • Hungarian: "Rémálmok" (Nightmares)
  • Italian: "Fuori di Testa" (Out of Mind)
  • Japanese: "心ここにあらず" (My Heart Is Not Here)
  • Polish: "Szaleństwo" (Madness)
  • Portuguese (Brazil): "Fora de Controle" (Out of Control)
  • Polish: "Ieșit din minți" (Out of My Mind)
  • Russian: "Схожу с ума" (Losing My Mind)
  • Spanish (Latin America): "Perdiendo la Razón" (Losing the Reason)
  • Spanish (Spain): "Fuera de Quicio" (Out of Control)


Promotional stills


Buffy: (after Riley and Spike interrupt her patrol) "Why do I even bother to show up?"
Spike: "I will know your blood Slayer. I will make your neck my chalice and drink deep. (walks away but falls in a grave) Ow!"
Willow: "Better to light a candle than curse the damn darkness."
Buffy: "I so don't want to deal with Spike right now. The guy is really starting to bug me in that special 'I want to shove something wooden through his heart' kind of way."
Spike: "Buffy, Buffy, Buffy! Everywhere I turn she's there! That nasty little face, that bouncing shampoo-commercial hair, that whole sodding holier-than-thou attitude."
Harmony: "Well, aren't we kinda unholy by def-?"
Spike: "She follows me, you know. Tracks me down. I'm her pet project. Drive Spike round the bend. Makes every day a fresh bout of torture."
Harmony: "Spike!"
Spike: "You don't understand. I can't get rid of her. She's everywhere. She's haunting me, Harmony. This has got to end."


  1. "The Mortuary." Buffy The Vampire Slayer. Archived from the original on June 9, 2001.