This article is about the episode. For the organization, see Initiative.
Buffy the Vampire Slayer
Season 4, Episode 7
Initiative Spike Willow 02
Air date November 16, 1999
Written by Douglas Petrie
Directed by James A. Contner
Episode Guide
"Wild at Heart"
"Sense & Sensitivity"
"The Bachelor Party"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
James Marsters Spike
Anthony Stewart Head Giles
Guest Starring
Marc Blucas Riley
Mercedes McNab Harmony
Adam Kaufman Parker
Bailey Chase Graham
Leonard Roberts Forrest
Lindsay Crouse Maggie Walsh
Co Starring
Mace Lombard Tom
Scott Becker Lost Freshman

"The Initiative" is the seventh episode of the fourth season of Buffy the Vampire Slayer television show, and the sixty-third episode in the series. It was written by Douglas Petrie and directed by James A. Contner. It was originally broadcast on November 16, 1999.

Spike, who was captured by Initiative commandos, is being held captive in a facility underneath the campus. He manages to escape and heads to find who he thinks is behind the operation, Buffy. Riley realizes he has a crush on Buffy and asks Willow for advice in asking Buffy out.


Riley, Forrest, and Graham watch as Buffy makes a mess of the soda and yogurt machines in the cafeteria. Forrest and Graham comment on how attractive she is and how interested in her they are, but Riley is reluctant to make fun.

Giles and Xander discover the commando guys are human and that their help will not be needed, again. Buffy arrives and while Giles tells her to patrol, she says she's going to party with Willow and hopefully cheer her up.

407 TheInitiative1

Spike awakens in an Initiative holding cell.

Spike, having previously been knocked out by a taser, wakes up in a facility where various types of demons are held captive behind electrically charged barriers. A packet of blood drops from the ceiling into Spike's cell but before he drinks it, a vampire in the next cell — Tom — warns him that doctors starve the vampires and then feed them drugged blood before doing experiments on them. Tom mentions that he was captured after his gang took on Buffy, making Spike come to the conclusion that the Slayer is behind his capture.

407 TheInitiative2

Buffy: You're right. A human being in pain has nothing to do with your job.

In class Willow asks about Oz, but Riley tells her that he's dropped out of college. After Willow tries to tell him that Oz will return, Professor Walsh informs her that he won't be welcome in her class, which upsets Willow and she quickly leaves. Buffy approaches the professor, and tells her off, prompting Walsh to comment to Riley that she likes her.

Forrest asks Parker about Buffy, and when Parker vulgarly brags about having sex with her, Riley punches him. Riley then realizes he likes Buffy.

Spike lies on the floor of his cell, pretending to have drunk the drugged blood, and when the doctors come to get him he attacks. He lets Tom out of his cell, but this is only to use him to aid his escape (which he does by pushing him into approaching commandos, resulting in Tom being quickly dusted). Riley visits Willow and asks her advice in wooing Buffy. Willow, still emotionally distressed, questions his motives but eventually relents, listing some of Buffy's likes and interests. After escaping from the Initiative, Spike returns to Harmony's lair, telling her he's "back for good" — then immediately leaves to kill Buffy.

407 TheInitiative

Riley, Forrest, and Graham are scanned before entering the facilities.

At the party, Willow tries to help Riley flirt with Buffy with little success but is upset when a Dingoes Ate My Baby song starts playing and decides to leave. Xander discovers Harmony crying, burning some of Spike's things. The two get into an inept slap-fight, and then mutually agree to stop. Harmony lets Xander know that Spike is back. Xander interrupts Riley's renewed attempt to chat Buffy up to inform Buffy that Spike has returned. Riley is also called away; he and Forrest break away from the party and, after passing through several electronic checkpoints, go down a hidden elevator to the underground facility where Spike had been held. The operation's head, Professor Walsh, informs them that Hostile 17 — Spike — has escaped, and the guys suit up. Riley gives orders to three teams that he sends out all over Sunnydale to find Spike.

Riley's team spot Buffy sitting on a bench. Riley says she won't be their bait and goes out to get rid of her. Each unaware of the other's secret identity, Riley and Buffy try to send each other out of harm's way.

407 TheInitiative4

Spike: "I don't understand. This sort of thing's never happened to me before."

Meanwhile, Spike has found Buffy's dorm through the school computer system. Inside, Willow is feeling miserable and when the door knocks she calls out to come in without thinking, only for Spike to swagger through the door. Willow tries to get away, but Spike throws her against the bed and attempts to bite her, only to be stopped by an intense pain in his head. Willow hits him with a lamp and runs out just as Riley and friends cut the power and then work their way up to the dorm room. They capture Spike but, while they consider whether to take Willow or not, Spike breaks free and uses a fire extinguisher as a shield, filling the corridor with smoke. Buffy arrives and fights Riley and his friends while Spike manages to escape through a window. Buffy and Riley continue to trade blows, each unable to identify the other. Seeing that Spike has escaped, Riley orders them to retreat.

Professor Walsh is not happy with what happened or with Riley's report on the event but he confirms that Walsh's inhibitor chip works, and Spike cannot kill or even harm a human without feeling pain thanks to an implant they placed in his head. Riley catches up with Buffy and they talk. Buffy tells him he's a little peculiar, which he says he can live with.


  • Tom, Spike's cell neighbor at the Initiative, had been captured in "The Freshman" after running away from Buffy when she was slaying Sunday's gang.
  • The existence of the Initiative is established, with it being revealed that the group is led by Maggie Walsh and Riley is a high-ranking member.
  • Spike receives an inhibitor chip in his head, which will continue to be a major story point for years to come.
  • Spike asks a fellow prisoner who their captives are, guessing if it's "the government", "the Nazis", "a cosmetics manufacturer" are involved; in "Why We Fight", it's revealed that Spike was captured by the Nazis during World War II and dealt with the Demon Research Initiative. Ironically, Spike declared at the event: "I'm not getting experimented on [the American] government," which is exactly what happens to him.
  • When discussing with Forrest over Buffy, Riley dryly remarked she didn't have good taste in men for sleeping with Parker. Ironically, Buffy's two other respective love interests said very similar statements about her love life: Spike in "Goodbye, Iowa" and Angel in "The Girl in Question".
  • Spike remarks he is 126, making his birth date around 1873 and establishing him as a late Victorian.
  • This episode reveals Oz's full name to be Daniel Osbourne.
  • Spike and Willow discuss on the love spell and her kidnapping from "Lovers Walk".
  • Years later, Spike and Willow amusingly tells at a party the the story of when he first had the chip implanted in his head and failed to attack her, as well as the awkward conversation that followed after (Freefall, Part One).
  • Projecting from her own situation, Willow inadvertently foreshadows how Riley eventually breaks up with Buffy and leaves town in "Into the Woods".



Organizations and titles



Weapons and objects

Death count

  • Tom, dusted by an Initiative doctor.

Behind the scenes


  • Several of the names in the student directory Spike examines are actually behind-the-scenes production people, such as assistant chief lighting technician Eric Parker, Marti Noxon's assistant JD Peralta, stunt coordinator Jeff Pruitt, hair stylist Lisa Rosenberg, costume supervisor Cindy Rosenthal, set designer Victoria Ruskin, special effects technician Leo Solis, lighting console operator Tim Speed, and co-producer David Solomon.
  • Seth Green has been removed from the opening credits, with James Marsters promoted to the main cast and takes his place, a position he will maintain for the remainder of the series. This is also the first time in the series a cast change occurs mid-season.
  • In the DVD commentary for this episode, Doug Petrie reveals that, after Spike attacks Willow in her dorm room, and the scene immediately cuts to commercial after a fleeting glimpse of the corridor outside with people who fail to hear her screams, he wanted viewers to believe that Willow had actually been killed.
  • The vast set for the Initiative, revealed for the first time in this episode, was filmed at Skunk Works, a complex where stealth bombers are built. When describing the set, writer Doug Petrie said he was told by Joss Whedon to "go big. Use your imagination. Do it, go there. This is a big budget movie."[citation needed]
  • Actress Mercedes McNab says the hair-pulling, shin-kicking fight with Xander was "actually one of my favorite on-screen fights." When asked if she had a stunt double, she responded "No, it was all me", but "we wore knee pads and shin guards… which was kind of ridiculous seeing it was just such a cheesy fight."[citation needed]
  • According to the DVD commentary of this episode, Graham Miller, one of Riley's friends, was named after a college friend of Doug Petrie's. The original Graham Miller was Canadian, and while talking about Buffy with Riley, Graham references this by saying that "Maybe she's Canadian".
  • Also according to Doug Petrie's commentary, Forrest and Graham were meant to be Shakespearean sidekicks, whose job was to tell the hero what his heart truly wants: "So it's Shakespeare with ray guns and shit".
  • Scott Becker is credited as "Lost Freshman" although his scene was cut.

Deleted scenes

  • This line was cut:
Buffy: "Giles, I live in a dorm now. [and now cut] Filled with what the young people these days call 'the young people'."
  • After Giles tells Xander to shut up, they would continue:
Xander: "Just setting the mood, big guy."
Giles: "I don't think I ever fully appreciated how Buffy deals with this every night."
Xander: "Buffster's the champ. Way she deals with the boredom. The violence. And all without these tasty little cucumber sandwiches to keep her going..." [Xander reaches into a brown paper bag. Fishes about. Empty.] "Hey, who ate the last one?"
Giles: "Still, it's nice to be able to make oneself useful. I dare say we'll see some action before the night is through."
Xander: "Commandos'll never see us coming. We're shadows, we're the wind, unseen and un--
Lost Freshman: [offscreen] "Excuse me? You guys know which way's Mather House?" [Pause. Giles points.] "Thanks."

Pop culture references

  • Xander comments on not being up to passing weapons drills for the Mobile Infantry, a reference to the film Starship Troopers.
  • Buffy refers to the commandos as a late night Storm Trooper pal. This is a reference to Star Wars.
  • The conversation between Willow and Spike (after Spike tried to attack her and failed) was a double entendre, very similar to a conversation between a couple dealing with the male's erectile dysfunction.
  • Harmony mentions the Sex Pistols when talking about Spike's stuff.
  • When discussing chat up lines with Willow, Riley says "How about them Broncos?" referring to the Denver Broncos, an American football team of the NFL.

International titles

  • French: "Intrigues en sous-sol" (Schemes in the basement)
  • German: "Die Initiative" (The Initiative)
  • Portuguese (Brazil): "A Iniciativa" (The Initiative)
  • Spanish (Latin America and Spain): "La Iniciativa" (The Initiative)


Goofs, bloopers & continuity errors

  • When Spike throws Willow down on the bed in her dorm, and the camera shows from Willow's point of view, you can see the top of the set and the set lights.
  • The dorm list that Spike is looking at on the computer is not in alphabetical order. It is grouped by R's and S's but not in any correct order.


  • Spike's attempted feed on Willow is intentionally characteristic of a rape scene, while the next scene where he struggles to bite her due to his chip is obviously referencing erectile dysfunction.
  • Despite this (or maybe because of this), Willow and Spike remained good friends and allies, being their personal crises contemporary as well as their redemptions.
  • One of the demons that was locked inside an Initiative cell and subsequently experimented on is the same demon that Buffy killed at the start of "The Wish".
  • The existence of a secret government/corporate organisation dealing with the bizarre/supernatural is a recurring theme in Joss Whedon's works and can be seen with Shield, The Organization in "Cabin in the Woods", the Blue Sun Corporation in "Firefly", the Rossum Corporation in "Dollhouse" and the successors to The Company in "Alien Resurrection".


Promotional stills


Willow - (to Riley) "Why should I trust you?"
Riley - "Just sort of hoping you’d think I have an honest face."
Willow - "I’ve seen honest faces before. They usually come attached to liars."
Professor Walsh - "You know the rules. You know I hate exceptions, and yet somehow, you feel your exception is exceptional."
Willow - "Oh, but..."
Professor Walsh - "It is. To you. But since I'm neither a freshman nor a narcissist, I have to consider the whole class. If your friend can't respect my schedule, I think it's best he not come back." [Willow, looking hurt and miserable, walks off]
Buffy - (Walks up to Walsh) "You know for someone who teaches human behavior, you might try showing some."
Professor Walsh - "It's not my job to coddle my students."
Buffy - "You're right. A human being in pain has nothing to do with your job." (Walks away)
Professor Walsh - "I like her."
Riley - "Really? You don't think she's a little peculiar?"
Parker - "The difference between a freshman girl and a toilet seat is that the toilet seat doesn't follow you around after you use it." [Riley punches him]
Xander - "No studying? Damn. Next thing you'll tell me is I'll have to eat jelly doughnuts or sleep with a supermodel to get things done around here. I ask you, how much can one man give?"
Forrest - "Oh... check her out. Is she hot, or is she hot?"
Riley - "She's Buffy."
Forrest - "Buffy? I like that. That girl's so hot, she's buffy."
Riley - That's her name, Forrest."
Willow - "Okay. Let's say I help. And you start a conversation. It goes great. You like Buffy. She likes you. You spend time together. Feelings grow deeper, and one day without even realizing it, you find you're in love. Time stops and it feels like the whole world's made for you two and you two alone until the day one of you leaves the other and rips the still-beating heart from the other who's now a broken, hollow mockery of the human condition."
Riley - "Yep. That's the plan."
Willow - "I figured it was."
Willow - "Okay, she's wearing the halter top with sensible shoes. That means mostly dancing, light contact, but don't push your luck. Heavy conversations is out of the question."
Riley - "So what do I do?"
Willow - "Ask her to dance."
Riley - "Right. Dance. Wait. No."
Willow - "What's the matter?"
Riley - "I can't dance."
Willow - "Then talk. Keep eye contact. Funny is good, but don't be glib. And remember, if you hurt her, I will beat you to death with a shovel." (Riley looks very surprised) "A vague disclaimer is nobody's friend. Have fun."
Spike - "I don't understand. This sort of thing's never happened to me before."
Willow - "Maybe you were nervous."
Spike - "I felt all right when I started. Let's try again." [He leaps on her and draws back immediately. He tries again and the same thing happens.] "Ow! Oh! Ow! Damn it!"
Willow - "Maybe you're trying too hard. Doesn't this happen to every vampire?"
Spike - "Not to me, it doesn't!"
Willow - "I know I'm not the kind of girl vamps like to sink their teeth into. It's always like, "ooh, you're like a sister to me," or, "oh, you're such a good friend."
Spike - "Don't be ridiculous. I'd bite you in a heartbeat."
Willow - "Really?"
Spike - "Thought about it."
Willow - "When?"
Spike - "Remember last year, you had on that... fuzzy pink number with the lilac underneath?"
Willow - "I never would have guessed. You played the blood-lust kinda cool."
Spike - "Mmm. I hate being obvious. All fang-y and "rrrr!" Takes the mystery out."
Willow - "But if you could..."
Spike - "If I could, yeah."
Willow - "You know, this doesn't make you any less terrifying."
Spike - "Don't patronize me."
Riley - "The problem is, what kind of girl's gonna go out with a guy who's acting all Joe Regular by day, and turns Demon Hunter by night?"
Xander - "Every man faces this moment. Here. Now. Watching, waiting for an unseen enemy that has no face. Nerve endings screaming in silence. Never knowing which thought might be your last."
Giles - "Oh, shut up!"
Buffy - {after Xander gives her a flare gun) "A flare gun? Xander, if I find Spike I'm staking him, not signaling ships at sea!"
Buffy - (distracts Initiative soldiers with a flare gun) "Contain this!"