Buffyverse Wiki
Buffyverse Wiki

"Villains" is the twentieth episode of the sixth season of Buffy the Vampire Slayer and the 120th episode in the series. Written by Marti Noxon and directed by David Solomon, it was originally broadcast on May 14, 2002, on the UPN network.


Buffy tries to recover from an assassination attempt; Jonathan and Andrew share a jail cell; Warren seeks allies at a demon bar; Anya is confronted by a distraught Willow.[1]


An ambulance arrives at the Summers house and Xander leads them to Buffy's still body. Meanwhile, upstairs, Willow begs for Tara to return to her and asks in the name of Osiris to bring Tara back to life. A demon appears and denies Willow's request, explaining that the death was natural, so it 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. Willow banishes the demon with a powerful scream, causing him pain before he disappears. Xander accompanies the paramedics to their truck out front as Willow exits the house. He tells her Warren shot Buffy, and she leaves on a mission, 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, though none of the patrons knew about the Trio. After being asked for details, Warren brags that he discovered that 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. They tell him that the news has just reported on a girl that was shot in her backyard but survived. The vampire and the demon 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 for the black arts books, shorting out the lights as she moves. Anya, sensing what's happened, tries to stop her, but Willow magically binds her from moving. Willow pulls the books off the shelves, sticks her hands into the pages, and absorbs the words into her body. Her eyes and hair turn black. Meanwhile, Dawn returns home from school to an empty house and walks into Willow's bedroom, finding Tara's dead body lying on the floor.

Warren visits Rack's place 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 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 because Willow is running on pure fury.

At a hospital, doctors and nurses struggle to keep Buffy alive but soon their job is taken over. Willow, now wearing dark clothing, enters the room and makes everyone else leave. Xander watches as Willow approaches Buffy's body, which has flatlined, and raises the bullet from Buffy's chest. She then magically closes and heals the wound. Buffy wakes up and asks what happened. Willow welcomes Buffy back and tells them that they must hurry to get to Warren.

Xander follows Willow's directions as he drives them down a deserted desert road. Buffy tries to reason with Willow about her choice to go after Warren, and that Willow's using magic again. Willow tells Buffy 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 remind Willow that she promised them she wouldn't use magic again and try and talk her out of the pursuit. Willow then magically takes control of the car and leads it to another road, where an overland bus is approaching. She stops the bus and orders Warren off the bus. He barely manages to beg for forgiveness before she strangles him. Willow then 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 shocked, but they 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 says she doesn't intend to return, then knocks both Buffy and Xander to the ground. By the time they get back up, Willow has vanished.

Buffy and Xander return to the house that evening and find Dawn huddled in the corner of Willow's bedroom, keeping company with Tara's dead body. Buffy tries to comfort her sister.

The coroner takes Tara's dead body away and Xander sees them out. When Xander and Buffy begin to talk about Willow, Dawn says that Warren deserves to be killed, and Xander agrees with her. Buffy explains that being a Slayer doesn't give her a license to kill, and the human world has rules for dealing with people like Warren. Concerned for her friend, Buffy wants this crisis to end without Willow destroying herself, and promises them that Warren will get what he deserves. They plan to find Willow and bring her home, but Buffy refuses to allow Dawn to tag along. Dawn asks to stay with Spike, but Xander gets upset by Buffy's willingness to let that happen. He reminds her of Spike's assault 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, to create a map to guide the way to Warren.

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. Buffy then asks Clem if Dawn can stay with him for a while and he's 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 locals. Inside the cave, Spike greets a demon in the shadows, wanting a change. The demon understands 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 paralyzing magic. She feels Willow's cry for vengeance and Xander discovers that she's returned to being a vengeance demon. Buffy soon arrives, and they 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.

Trees part as Willow walks through the woods, following Warren. As she reaches a small clearing, Warren sneaks up on her and plunges an ax into her back. She stands up again and removes the ax without apparent harm. Running off again, Warren uses some of the protection spells he purchased from Rack, but none of them are effective against Willow.

Willow has Warren bound into vines and he promises that he's going to escape from justice and will then return for revenge. Willow realizes that Tara wasn't Warren's first kill, and brings forth a vision 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 screams at her, Willow makes Katrina vanish. She tells him that he murdered Katrina 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. She produces the bullet that she extracted from Buffy and slowly penetrates it into Warren's chest. He begs for mercy as she describes the damage of the bullet and what it did to Tara. When he continues to interrupt her, Willow has his lips sewn shut. 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, Willow says: "Bored now." With a wave of her hand, she flays Warren's skin from his body. She then engulfs his dead body in flames and it disintegrates. As Buffy, Xander, and Anya look on shocked, Willow proclaims: "One down," before disappearing into thin air.


  • Willow's descent into darkness over Tara's death is reminiscent of her rage following Glory's attack on Tara one year before, in "Tough Love." In both episodes, Willow turns to the Magic Box to seek dark arts books to aid her in seeking revenge on the one responsible.
  • According to Buffy's monitors in the hospital, she has her third temporary death, following her respiratory failure in "Prophecy Girl" and her self-sacrifice in "The Gift."
  • This episodes marks the first appearance of "Dark Willow," who takes over the role of Big Bad for the rest of the season. This persona will return in Time of Your Life, Part Two, Family Reunion, Part Four, etc.
  • Just before she kills Warren, Dark Willow says: "bored now," a repeated line of Vamp Willow ("The Wish," "Doppelgängland").
  • 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." In "Selfless," Willow will try to help Anya in a similar way.
  • In "Supersymmetry," the Angel Investigations team will also experience a team member seeking to exact revenge on a human being; both times someone (Buffy and Gunn) attempt to stop the person (Willow and Fred) from killing a human being. Ironically, with all of Buffy's attempts to save Warren's life in this episode, she is the cause of his ultimate death in Last Gleaming, Part Five. Similarly, Gunn is the cause of Professor Seidel's death.
  • In Return to Sunnydale, Part One, Willow reveals that Warren's family made him a funeral with his skin remains.
  • While everyone believes Warren to be dead, he was quickly revived and kept alive by Amy Madison, as it'll be revealed in The Long Way Home, Part Four.



Organizations and titles[]





Rituals and spells[]

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. This marks the final change in the main cast line-up.
  • After killing Warren, Willow says "One down," the implication being that there are "two to go," which is also the title of the next episode. The next episode is the penultimate of the season, so it's also two to go to the end of the season.


  • "Villains" had an audience of 3.2 million households upon its original airing.[2]

Pop culture references[]

  • When Andrew details his and Jonathan's situation in jail, Jonathan calls him Dragnet, referring to the police procedural crime drama series.
  • Andrew says: "This isn't like Oz. It's like Mayberry."
  • Andrew says that Warren is coming up with a plan, like in WarGames when Matthew Broderick used a decoder. He then goes on to say that he misses "Ferris Matthew," in reference to the title character from the film Ferris Bueller's Day Off (1986).
  • In Spike's crypt, Clem watches the movie Meet John Doe. Buffy walks in at the line, "John, why don't you forget this foolishness?"
  • Clem asks Dawn if she likes the game Parcheesi.
  • Clem says he has been "dying to see" the film The Wedding Planner" (2001).


  • When 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.


International titles[]

  • Armenian: "Չարագործներ"
  • Czech: "Zlosynové" (Villains)
  • Finnish: "Koston enkeli" (Avenging Angel)
  • French: "Les foudres de la vengeance" (Thunders of Revenge)
  • German: "Wut" (Rage)
  • Hungarian: "Pimaszok"
  • Italian: "Perversi" (Perverse)
  • Japanese: "悪党" (Villain)
  • Polish: "Szał" (Rampage)
  • Portuguese (Brazil): "A Vingança" (The Revenge)
  • Romanian: "Ticăloși" (Villain)
  • Russian: "Злодеи" (Villains)
  • Spanish (Latin America): "Villanos" (Villains)
  • Spanish (Spain): "Villanos" (Villains)



Promotional stills[]

Behind the scenes[]


Buffy: "We need to find Willow."
Xander: "Yeah, she's off the wagon big-time. Warren's a dead man if she finds him."
Dawn: "Good."
Buffy: "Dawn, don't say that."
Dawn: "Why not? 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."
Xander: "You've got to stop doing this. This dying thing is funny once, maybe twice."
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, 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."


  1. "Buffy Season 6." Craig's BuffyVERSE 4ever. Retrieved on February 27, 2022.
  2. "Nielsen Ratings for Buffy's Sixth Season." Nielsen Ratings for Buffy the Vampire Slayer, Angel, & Firefly. Archived from the original on July 6, 2008.