Buffy the Vampire Slayer
Season 6, Episode 20
Air date May 14, 2002
Written by Marti Noxon
Directed by David Solomon
Episode Guide
"Seeing Red"
"Two to Go"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Alyson Hannigan Willow
Guest Starring
Danny Strong Jonathan
Adam Busch Warren
Tom Lenk Andrew
Jeff Kober Rack
Amelinda Embry Katrina
Amber Benson Tara
Co Starring
James C. Leary Clem
Steven W. Bailey Cave Demon
Tim Hodgin Coroner
Michael Matthys Paramedic
Julie Hermelin Clerk
Alan Henry Brown Demon Bartender
Mueen J. Ahmad Doctor
Jane Cho Nurse #1
Meredith Cross Nurse #2
David Adefeso Paramedic #2
Jeffrey Nicholas Brown Vampire
Nelson Frederick Villager

"Villains" is the twentieth episode of the sixth season of Buffy the Vampire Slayer, and is the one hundred twentieth episode altogether. It was written by Marti Noxon and directed by David Solomon. It originally broadcast on May 14, 2002.

In the aftermath of the vengeful Warren Mears’s assassination attempt, Buffy Summers tries to recover from a severe gunshot wound, while Tara Maclay is also hit and dies. Willow Rosenberg, consumed by wrath and rage over Tara’s murder, empowers herself with deadly black magic from the Magic Box which physically transforms her into a dark being. "Dark Willow" then magically heals Buffy, and then goes out seeking to kill the murderous Warren. Jonathan Levinson and Andrew Wells share a jail cell while they debate their next move. Warren, aware that Willow is after him, seeks allies at a demon bar and approaches junkie warlock Rack for help, while Buffy, Xander Harris, and Dawn Summers grieve after they learn of Tara’s death as well as finding out that Anya has returned to being a vengeance demon. Spike travels to a remote African village where he asks a mysterious cave dwelling demon to make him his former self.


620 Villains1

Willow grieves for Tara.

An ambulance arrives at the Summers’ house and Xander leads them to Buffy’s still body. Meanwhile, upstairs, a tearful Willow begs for Tara to return to her and calls upon Osiris to bring Tara back to life. The god denies Willow’s request, explaining that the death was natural and human and cannot be undone. The resurrection of Buffy was allowed because her death was the result of mystical forces, but Tara’s was a human death, by human means. Devastated and angry, Willow banishes the god with a violent, powerful scream, causing him pain before dismissing him. Xander accompanies the paramedics to their truck out front as a determined Willow exits the house. He tells her Warren shot Buffy, and she leaves on a mission (without revealing what happened to Tara), while Xander joins Buffy in the ambulance.

At the police station, Andrew and Jonathan talk about the fact that they’re in jail and debate about whether Warren will be rescuing them. Elsewhere, Warren buys a round of drinks at a demon bar boasting that he’s just killed the Slayer, getting him full attention. He discovers that none of the patrons knew about the Trio and, after being asked for details, brags that after sending magic and demons after her he discovered getting rid of Buffy just required shooting her in her backyard. Everyone starts to laugh, but Warren quickly finds that they’re laughing at him and not with him. Then it turns out that the news has just reported on a girl that was shot in her backyard but survived. Warren’s smugness quickly drains away as the vampire and bartender remind him that Slayers heal fast. Once she’s out of the hospital, Buffy will hunt him down.

Willow barges into the Magic Box and heads directly for the black arts books, shorting out the lights as she moves. Anya, knowing what’s happened thanks to her vengeance demon senses, tries to stop her, but Willow magically stops her from moving. Willow pulls the books off the shelves, sticks her hands into the pages and sucks the words into her body. Her eyes and hair turn black as she completely consumes the darkness. Dawn returns home from school to an empty house and walks into Willow’s bedroom, finding Tara’s dead body lying on the floor.

620 Villains2

Willow absorbs the magic from the Magic Box’s blacker books.

Warren visits Rack’s place (shown the way by one of Rack’s "regulars" for $20), demanding protection from the Slayer. Rack warns him that his biggest concern lies not with Buffy but with Willow. Warren is confused as to why Willow would be after him more, but Rack explains that while Buffy is alive another is ’stone cold’. Warren is now terrified and gives Rack all of his money while promising more. Rack agrees to give Warren some powers to help him combat Willow, leaving him with the warning that, as powerful as Willow is, there’s no guarantee that the protection spells will work as Willow is running on pure fury.

At a hospital, doctors and nurses struggle to keep Buffy alive but soon their job is taken over as Willow, now wearing dark clothing, enters the room and orders everyone else out. Xander watches as Willow approaches Buffy’s body, which has flat lined, and raises the bullet from Buffy’s chest, thereby healing the wound. Buffy wakes up, restored, and asks what happened. Willow welcomes Buffy back and calmly tells them that they must hurry to get to Warren.

Xander follows Willow’s directions as he drives down a deserted desert road and Buffy tries to reason with Willow about her choice to go after Warren, and that Willow’s using magic again. Willow snaps at Buffy by informing her that if she didn’t use magic back at the hospital to heal her, Buffy would be dead right now. Buffy admits that this is true, but she and Xander then remind Willow that she promised them she wouldn’t use magic again and try and talk her out of the pursuit. Rushed, Willow takes control of the car and leads it to another road where an overland bus is approaching. She uses magic to take control of the bus and once it is stopped, she orders Warren off the bus. He barely manages to beg for forgiveness before she wraps her hand around his throat and starts to strangle him. Willow is only angered more when she finds that she was tricked and it was actually a Warren robot. Willow finally tells Buffy and Xander about Tara’s death, that Warren accidentally shot her when he was shooting at Buffy. Buffy and Xander are devastated, but still plead with Willow not to kill Warren, because it’s wrong and it will take her to a dark place from which she might never return. Willow ignores her warnings and knocks both Buffy and Xander to the ground. By the time they get back up, Willow has vanished into thin air.

Buffy and Xander return to the house that evening and find Dawn crying and huddled in the corner of Willow’s bedroom, staring at Tara’s dead body. Buffy tries to comfort her sister, with no-one really able to grasp the situation.

The coroner takes Tara’s dead body away and Xander sees them out. When Xander and Buffy begin to talk about Willow, an angry Dawn jumps in with her view that Warren should be killed, and Xander quickly sides with Dawn, telling Buffy that Warren is "just as bad as any vampire you’ve sent to dustville". Buffy is clearly disturbed by this and doesn’t think it’s acceptable for Warren to be killed just because he killed Tara. The way Buffy sees it, Warren is just a normal human and that it’s wrong for a Slayer or anyone to kill a human regardless of the bad deeds he’s done, even though she knows that the justice system does not always work. Concerned for her friend, Buffy wants this crisis to end without Willow destroying herself, and promises them that Warren will get what he deserves. Though they still stick to their views that Warren is too evil to live, Xander and Dawn agree with Buffy that they must find Willow and bring her home. Buffy refuses to allow Dawn to tag along, and Dawn asks to stay with Spike. Xander immediately gets upset by Buffy’s willingness to let that happen and reminds her of Spike’s attempted rape the night before, but she’s confident Spike can’t hurt Dawn and he is their only option. In Tara’s dorm room, Willow uses her shirt, splattered with Tara’s blood, and magic to create a map to guide the way to Warren.

620 Villains3

Demon: You were a legendary dark warrior, and you let yourself be castrated. And you have the audacity to crawl in here and demand restoration?

Buffy and Dawn show up at Spike’s crypt, but find Clem staying there instead who tells them that Spike left town late last night. Neither Buffy or Dawn know how to react to this news. Since Spike is gone, Buffy asks Clem if Dawn can stay with him for a while and he’s more than happy to have the company. As she leaves, Buffy asks about Spike and his whereabouts and if he will be returning, but Clem can only tell her that he’ll be gone for a while. Across the world, in a remote part of Africa, Spike enters a cave, despite warnings from one of the tribesmen. Inside the cave, Spike greets a demon in the shadows, wanting a change. The demon assumes that Spike wants to return to his former self, and he doesn’t think Spike has what it takes to earn that. Spike is confident that he will earn it, and he demands what he came for if he succeeds.

Back in Sunnydale, Xander talks to Anya as she recovers from Willow’s magic. She feels Willow’s cry for vengeance and Xander discovers that she’s returned to being a vengeance demon. Buffy soon arrives, and she and Xander question Anya about where her loyalties are. Anya tells them that she’s willing to help them find Willow, but only for Willow’s sake and not out of any loyalty to Xander or the Scooby Gang.

Trees part as Willow walks through the woods, hot on Warren’s trail. As she reaches a small clearing, Warren sneaks up on her and plunges an axe deep into her back. She revives almost immediately, her powers much too strong to be hampered by an axe. Running off again, Warren uses some of the protection spells he purchased from Rack, but, as Rack predicted, none of them are effective.

620 Villains4

Warren’s horrific death.

As the now-captive Warren rambles and promises that he’s going to escape from justice and will then return for revenge, Willow realizes from his posture and tone of voice that Tara wasn’t Warren’s first kill, and brings forth the spectre of Warren’s dead ex-girlfriend, Katrina, which taunts him with comments about how she should have killed him a long time ago. When Warren gets angry, Willow makes Katrina vanish, thus confirming to her that Warren truly hates women, believing them all to be manipulative. She also finds out that his murder of Katrina was because he wanted power over her. All the while, Anya leads the way for Buffy and Xander to reach Willow.

Willow decides Warren needs to feel what Tara felt when he shot her, multiplied, actually gleefully torturing him. She produces the bullet that she extracted from Buffy at the hospital, and magically penetrates it into Warren’s chest in slow-motion. He begs for mercy as she describes the damage of the bullet and what it did to Tara, and when he continues to interrupt her, Willow magically sews his lips shut so she can continue. She questions why someone like him gets to live when someone wonderful like Tara has to die. When he’s free to speak again, Warren apologizes profusely and tries to convince Willow that she’s better than this. As Buffy, Anya and Xander arrive at the clearing, an alarmed and unimpressed Willow says "Bored now," and, with a wave of her hand, magically flays Warren’s skin from his body from the waist up. She then magically engulfs his dead body in flames and it disintegrates. Buffy, Xander, and even Anya look on in horrified shock at this summary execution as a satisfied Willow proclaims, "One down," before disappearing into thin air.


  • Willow’s descent into darkness over Tara’s death is very reminiscent of her rage following Glory’s attack on Tara almost exactly a year to the day. In each episode she turns to the Magic Box to seek dark arts books to aid her in seeking revenge on the one responsible. The notable difference is that by this episode she is far more powerful, bringing the books to her using magic and absorbing their teachings, whereas previously she ran to the books and stole one to use ("Tough Love").
  • This is the third time that Willow has caused a deity pain by harming Osiris, with the first two being in her two fights with Glory in "Tough Love" and "The Gift".
  • When Rack tells Warren that Buffy is the least of his problems, he sarcastically responds "You’re right. I’m sorry. Let’s talk about my skin troubles", an ironic foreshadowing of his death.
  • Buffy may have been killed after she was shot by Warren, as she flat-lined right before Dark Willow removed the bullet and sealed the wound. If so, this would have been her third death, following her respiratory failure in "Prophecy Girl" and her self-sacrifice in "The Gift".
  • Xander says "out of the mouths of babes" after a comment made by Dawn, which is the same line said by the Master after a similar comment made by the Anointed One in "Angel", both referring to murder.
  • Anya says to Xander, "I’ll help. But I’m helping Willow," showing her finally thinking of Willow as a true friend. Their friendship took longer to develop, as they were often at odds throughout the series because Willow did not think Anya would change from being a demon. This is Anya’s way of showing she understands as a scorned woman what Willow is going through and that their friendship is still as strong as ever.
  • Buffy’s subdued response when learning that Anya was a demon again foreshadowed their inevitable clash. (If Anya the demon harmed humans, Buffy the Vampire Slayer could never abide it.) The silent communication between the two characters indicated they were both aware of this eventuality from the get-go. Xander, however, remained ever clueless and would stay that way until Buffy spelled it out for him ("Selfless").
  • The Angel Investigations team will also experience a team member seeking to exact revenge on a human being; both times someone (Buffy / Gunn) attempt to stop the person (Willow / Fred) from killing a human being. Ironically, with all of Buffy’s attempts to save Warren’s life in Season 6, she is the cause of his ultimate death in Season 8. Similarly, Gunn is the cause of Professor Seidel’s death.

Death Count

  • Warrenbot, destroyed by Willow.
  • Warren Mears, flayed by Willow.



Behind the Scenes


  • Amber Benson is removed from the opening credits, only one episode after joining them, and also makes her final appearance in the series.
    • Amber Benson’s removal from the credits marks the final change in the main cast line-up.

Pop Culture References

  • In Spike’s crypt, Clem is watching the movie Meet John Doe. Buffy walks in at the line, "John, why don’t you forget this foolishness?"

Goofs, Bloopers & Continuity Errors

  • There are several issues with the torture scene:
    • During the scene where Dark Willow tortures Warren with a bullet, the size of the bullet changes between different shots.
    • After she skins him alive there is no bullet hole on the skinless body, as there should be since it went inside him.
    • Willow states that his lung would have been perforated, and filling with blood. Had she actually done this (which was implied she did), he wouldn’t have been able to beg for his life, or scream, if he were actually able to remain conscious at all.


International Titles

  • French: "Les foudres de la vengeance" (Thunders of revenge)
  • German: "Wut" (Rage)
  • Portuguese (Brazil): "A Vingança" (The Revenge)


  • In Televised Morality, Gregory Stevenson uses this episode to support his claim that Buffy surrenders to authority, provided it does not conflict with her moral responsibility as the Slayer. Warren is human, and killed Tara with a human weapon; therefore from Buffy’s perspective he should be punished by the human legal system. When Xander argues that the legal system is inefficient and flawed, Buffy says, "We can’t control the universe." Despite Buffy’s morality speech, Xander, Dawn, and Anya never change their belief that Warren should be killed for his crimes, and they later quietly support Willow for her choice to kill Warren.
  • The relationship between the Spike subplot and the Willow main plot becomes somewhat muddled with this episode. Xander refers to Spike’s assault on Buffy as "the other night," though it would have been the night before, or "last night." After the attempted rape, Spike is shown leaving town on his motorcycle that same night, but his arrival in Africa is inter-cut with Willow’s Warren-hunt plot, which occurs in its entirety the night after Spike assaults Buffy. A flight from LA to Africa is at least 20 hours, so there is no way through conventional means Spike could have left town when he did and made it to a tribal village in Africa in less than a day (and on Angel he later remarks he’s never been on a plane before). Therefore, unless he found someone to teleport him to Africa (which is certainly possible), it’s reasonable to assume his entire Africa subplot takes place sometime after the Willow plot and is edited in for dramatic effect.
  • Warren’s death by flaying is considered to be one of the most gruesome moments in the show, whose gore level is usually relatively low.


Buffy - (sighing) "We need to find Willow."
Xander - "Yeah, she’s off the wagon big-time. Warren’s a dead man if she finds him."
Dawn - (bitterly) "Good."
Buffy - "Dawn, don’t say that."
Dawn - "Why not?" (the others looking at her) "I’d do it myself if I could."
Buffy - "Because you don’t really feel that way."
Dawn - "Yes I do. And you should too. He killed Tara, and he nearly killed you. He needs to pay."
Xander - "Out of the mouths of babes."
Buffy - "Xander."
Xander - "I’m just saying he’s... he’s just as bad as any vampire you’ve sent to dustville."
Xander - "You've got to stop doing this. This dying thing is funny once, maybe twice."
Willow - (Willow holds the bullet about an inch from Warren's chest, right over his heart. She lets go, but the bullet continues to hover in place) "Wanna know what a bullet feels like, Warren? A real one?" (Warren looking nervously down at the bullet, then up at her) "It's not like in the comics."
Warren - "No. No."
Willow - "I think you need to. Feel it." (The bullet slowly starts to push its way into Warren's chest)
Warren - "Oh god! Stop it!"
Willow - "It's not going to make a neat little hole. First, it'll obliterate your internal organs. Your lung will collapse. Feels like drowning."
Warren - (strained) "Please! No." (Warren is clearly in a lot of pain as the bullet continues penetrating his body)
Willow - "When it finally hits your spine, it'll blow your central nervous system."
Warren - "Oh please, stop, god! Please-"
Willow - (angrily) "I'm talking!" (She lifts a hand and suddenly Warren's lips are sewn shut with large stitches of thread. He can only groan and whimper) "The pain will be unbearable, but you won't be able to move. Bullet usually travels faster than this, of course. But the dying? It'll seem like it takes forever." (She pauses, as if affected by her own words, looking at the little wound on Warren's chest. Warren just grunts and squeezes his eyes shut in pain) "Something, isn't it?" (pensively) "One tiny piece of metal destroys everything." (Warren groaning loudly) "It ripped her insides out... took her light away. From me. From the world." (Now she looks Warren in the eye again, re-focusing. He continues trembling, groaning in pain and fear) "Now the one person who should be here is gone... and a waste like you gets to live. Tiny piece of metal. Can you feel it now?" (Warren continues whimpering in pain)
Buffy - "Willow, please, just stop. We love you, and Tara. But we don't kill humans. It's not the way."
Willow - "How can you say that? Tara is dead!"
Buffy - "I know, I know. And I can't understand anything. Not what happened, a-and not what you must be going through. Willow, if you do this, you let Warren destroy you, too."
Xander - "You said it yourself, Will, the magic's too strong. There's no coming back from it."
Willow - "I'm not coming back."