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(a.k.a. Just an Excuse to Have Alyson Hannigan Prance Around in Tight Leather, Pt. 2)

Written by: Joss Whedon
Directed by: Joss Whedon
Starring: Sarah Michelle Gellar as Buffy Summers
Nicholas Brendon as Xander Harris
Alyson Hannigan as Willow Rosenberg
Charisma Carpenter as Cordelia Chase
David Boreanaz as Angel
Seth Green as Oz
Anthony Stewart Head as Rupert Giles
Guest Starring: Harry Groener as Mayor Richard Wilkins III
Alexis Denisof as Wesley Wyndam-Pryce
Emma Caulfield as Anya
Ethan Erickson as Percy West
Eliza Dushku as Faith
Armin Shimerman as Principal Snyder
Co-Starring: Jason Hall as Devon
Michael Nagy as Alfonse
Andy Umberger as D'Hoffryn
Megan Gray as Sandy
Norma Michaels as Older Woman
Corey Michael Blake as Waiter
Jennifer Nicole as Body-Double Willow

Plot Summary

A vampire version of Willow caused havoc in Sunnydale.

Plot Details

The episode opened with the entity formerlly known as Anyanka begging her boss to get her power center back. The boss, D'Hoffryn, was not sympathetic and said that she would remain a mortal and die. She vowed to get her amulet back by different means.

Willow was busy using magic to float a CGI pencil while Buffy complained about the tests that the Watcher's Council were making her and Faith do. Buffy felt competitive pressure to perform better than Faith, and not just on the measures of sanity. Willow got distracted by the mentions of Faith and ended up driving her pencil into a tree.

Principal Snyder brought Willow and Percy West, a star basketball player for the school team, into his office. Percy was failing in his classes, so Snyder decided that Willow should tutor him. Willow's feeble objections were no match for Snyder's determination, so she gave in and agreed.

Willow came into the library and complained about how Snyder was making her do things regardless of her wishes when Giles told her to get on a computer and examine the Mayor's files. Faith came in from a test and took an interest in Willow's activities.

Mayor Wilkins showed Faith around a new apartment that he procured for her. He appreciated the information that Faith provided about Willow trying to hack into his personal files and decided to have Willow killed in a vampire attack. Faith barely hesitated at the last point.

Oz returned from a band gig in Monterey. Willow was hurt that he thought that she would not want to blow off school to come with him. Willow then went to find Percy in order to discuss his report on President Roosevelt, but Percy was under the impression that Willow was to do his work for him. Afterward, Buffy appreciated how reliable Willow was. Willow got hurt and stormed off.

Anya approached Willow to do a spell to help her find a "family heirloom." Willow was excited by the possibility to do a spell and agreed. After starting the spell, Willow got visions of the alternate universe in "The Wish." She got nervous and spilled sand on her hand rather than on the image of Anya's amulet. When the amulet did not appear, Willow refused to cast the spell again. Anya got upset and broke the image of the amulet, leading Vampire Willow from the alternate universe to appear in an abandoned factory.

That night, Vampire Willow wandered the streets of Sunnydale and felt disconcerted by all the humans who dared walk at night. She went to the Bronze and found more humans. Percy ran into her and was upset that she was not doing his homework. Vampire Willow was in no mood for this, so she threw him over a pool table and then grabbed him by the throat. Xander saw Willow in an altercation and immediately came to what he though was her rescue. As it turned out, he really rescued a very scared Percy.

Vampire Willow was very excited to see Xander alive (in the not being dust sense) and started touching him even more intimately than Human Willow did between "Homecoming" and "Lovers Walk." She was disappointed to find that he was alive (in the still being human sense). Buffy arrived and was very shocked by Vampire Willow's appearance. Vampire Willow remembered that she saw Buffy stake Vampire Xander in "The Wish," said that she did not like Buffy, and turned away. When Xander went to follow, Vampire Willow flashed her vamp face at a shocked Buffy and Xander.

Vampire Willow wandered out of the Bronze and was ambushed by two vampires. They were no match for her. The one who remained conscious was easily coerced into changing his loyalty to Vampire Willow after she broke only two of his fingers. She instructed him to gather friends and meet at the Bronze.

When Xander and Buffy returned to the library, Giles could tell by the looks on their faces that something was wrong. The three of them started to mourn until Human Willow showed up. Xander held a cross to her face, but it did not work. After Xander tried shaking it, Buffy realized that Willow was alive. She, Xander, and Giles all gave a very confused Human Willow lunge hugs. Nobody had an explanation for why there appeared to be two Willows in town.

Angel chatted with Oz as Oz was setting up his band. A vampire burst in and demanded that everyone stay put. Neither Angel nor Oz were that impressed until Vampire Willow walked in along with several more minions. She immediately ate one of the patrons, Sandy, as a warning. Oz tried to reason with her, but she recognized him as a white hat from the other reality. Anya, who was in the Bronze, explained that Vampire Willow was from a different world and that Anya wanted to go back to that world as well.

Human Willow, Buffy, Xander, and Giles discussed what they saw when Angel burst in to say that Willow was dead. He then took a double take when he saw Human Willow. Nobody had an explanation yet, but they did need to stop the vampires in the Bronze. Buffy, Angel, Giles, and Xander started to the Bronze with Human Willow to catch up later.

This might not have been a good idea, as Vampire Willow showed up. Anya had told her that Human Willow brought her to this Sunnydale and could send her back to her Sunnydale. However, Vampire Willow had fantasies about what she could do with Human Willow. Human Willow was uncomfortable, so Vampire Willow threw her over the desk. Fortunately, this was where Giles kept the tranquilizer rifle. Human Willow shot Vampire Willow.

Buffy, Angel, Giles, and Xander returned and locked Vampire Willow in the book cage. Buffy said that she had a really bad idea. We did not see her tell her idea to the others, but, in the very next scene, we saw Human Willow dressed as Vampire Willow outside the Bronze. Willow was to go in and try to get a couple of vampires out in order to even the odds and defuse the situation if she could.

Willow, acting almost nothing like Vampire Willow, entered the Bronze. Not knowing Vampire Willow's plan, Human Willow claimed to have killed herself. Anya was aghast. Human Willow then proceeded to wander around the Bronze, mostly berating herself.

Meanwhile, Cordelia entered the library pretending to look for books but not dressed like anyone normally dresses when going to a library. Vampire Willow pretended to be Human Willow and asked to be let out of the book cage. Cordelia was willing, but wanted to talk about "The Ethics of Boyfriend Stealing" first.

The vampires in the Bronze wanted to start feeding, but Human Willow suggested that, instead, they let the humans have a head start. Anya figured out that this was Human Willow. The two of them started to debate the issue.

After a lecture, Cordelia let Vampire Willow out of her cage. Vampire Willow immediately went into vamp face and chased Cordelia. Eventually, Wesley showed up with holy water and a cross. Vampire Willow reluctantly walked away from Wesley and a very grateful Cordelia.

Anya was winning the debate, so Human Willow signaled for the others to burst in. While the others fought, Human Willow took the opportunity to smack Anya. Vampire Willow then showed up and smacked Human Willow. She started to choke Human Willow with the fake-looking choking that one sees on television when, for some reason, the director does not want to physically harm the actress playing the victim. Human Willow was even able to say, "Buffy, no!" when Buffy was about to stake Vampire Willow.

Buffy was able to keep herself from staking Vampire Willow. With all of her minions gone and surrounded by white hats, Vampire Willow immediately ceased hostilities. They went to the abandoned factory where Vampire Willow first appeared. Buffy, Oz, Angel, and Xander stood guard; and Anya and the two Willows completed a circle as Giles cast a spell to send Vampire Willow back to her reality. Unfortunately for her, she was sent back to the battle at the end of "The Wish" where Oz promptly staked her. She turned to dust just before she was able to say an expletive that would have gotten the show in trouble with the FCC.

At school, Willow decided that the moral of this episode was to remain a conscientious good girl for the rest of her life. Then Percy showed up saying that he did the outline and wrote a bibliography for reports on both President Roosevelts, not knowing which one to write about. He was interested in any suggestions that Willow had and even brought her an apple. Willow was not so sure that the dark side was a bad thing.

The Good

At this stage of the show, Willow is my favorite character and the one that I relate to the most. The more Willow, the better as far as I am concerned. Willow has more lines in this episode than any character has in any other episode of either Buffy or Angel, making this a great episode.

I can continue to go on about what is great about this episode or I can sum it up in two words: Alyson Hannigan. A two-word review would be boring, so I will go on. Alyson Hannigan give what may be the best performance of any actor in any episode of Buffy or Angel. She plays Willow as a human, Willow as a Vampire, Human Willow playing a vampire, and Vampire Willow playing a human. She makes Vampire Willow and Human Willow as clearly different characters, but with enough in common for us to wonder about what Angel started to say about the link between a human and the vampire that she or he becomes.

When Hannigan played one of the Willows impersonating the other, it would have been very easy just to play the other Willow. She did not. There is no reason to believe that either the vampire or the human version of Willow is nearly as good an actress as Hannigan is. Therefore, Hannigan plays the Willows as if they were poor actors who fool their targets (Vampire Willow's minions or Cordelia) only because it never occurred to them that the Willow they are speaking to can be anyone else.

Finally, I also have to praise Joss Whedon's writing and directing. Normally, the ideal situation would be to have the audience feel what the characters feel. For example, if the characters are angry, the audience should feel angry; if the characters are sad, the audience should be sad; if the characters are happy, the audience should be happy. This is rarely the case in this episode. The scene in which Buffy, Xander, and Giles mourn Willow is one of the funniest of the season even though the characters are devastated. This emotional dissonance is hard to pull off, and Joss Whedon does a great job.

Another one of Joss Whedon's strengths is being able to say a lot in very few words. For example, Vampire Willow stated the two-word sentence, "You're alive," twice giving a very different meaning to each. This trick was repeated with the two "Who died?" questions.

Finally, it would have been easy to have a simple moral that one should appreciate one's good qualities, even if they are boring. However, the final scene with Percy undercut a simple moral by providing a thought-provoking nuance. Maybe, things are not that simple.

The Bad

The characters and the Watcher's Council seem a little too quick to overlook Faith's actions of the last two episodes.

Overall Rank: 3

Action: 7

We saw flashbacks from the battle in "The Wish."

Two vampires tried to attack Vampire Willow, but she made quick work of them.

Vampire Willow chased Cordelia around Sunnydale High.

Buffy, Angel, Giles, and Xander fought Vampire Willow's minions in the Bronze.

Comedy: 9

It would be pointless to point out all of the comedy in this episode, but highlights include:

Drama: 7

The characters would probably see this episode as being more dramatic than we do. Much of the humor came from characters mistaking the two Willows while we knew better. The score would have been higher if much of the episode were not played for laughs. However there was some drama in this episode.

Willow got very frustrated at people who expected her to do things for them.

Xander, Buffy, Giles, Angel, and Oz all had reason to believe that Willow had died and been turned into a vampire.

Willow had to face an alternative version of her and did not like what she saw.

Romance: 4

Vampire Willow initially tried to start a romance with Human Xander, until she realized that Xander was human.

Cordelia continued to flirt with Wesley.

There was a not particularly subtle subtext in how Vampire Willow saw Human Willow.

Character Development: 8

Willow has several people (Snyder, Giles, Xander, Buffy, Oz) making expectations about her being very conscientious. Even if true, she resented these assumptions, unless they came from Giles. She got to know her dark side and did not like what she saw. However, she realized that there is some utility in the dark side.

Faith is now working for Mayor Wilkins. She even passed on information about what Willow was doing and did not seem to hesitate much when Wilkins said that he would have Willow killed.

Buffy is feeling competitive with Faith. She wanted to outdo her on the Watcher's Council tests.

Mayor Wilkins is starting to play a fatherly role with Faith. For example, he wants to keep her away from the "immoral liaisons" at the motel where she had been staying. He claims to be a family man and does not like the implication of being a sugar daddy.

Anya is desperate enough to get her amulet back that she was willing to make a deal with Vampire Willow. When that failed, she encouraged the other vampires to start eating humans, even though she is currently a human herself.

Cordelia is attracted to Wesley and makes barely disguised excuses to see him. She also harbors a bit of resentment toward Willow for "boyfriend stealing," but is not willing to admit that she was falling in love with Xander.

Importance: 3

There is a very important piece of foreshadowing in this episode. Otherwise, this is mostly a stand-alone episode.

Most Valuable Player: Willow

This is not a great episode for heroics, but Willow was brave when she entered the Bronze alone when it was full of vampires, and she did succeed in improving the odds when she sent two vampires out. Wesley gets a bit of credit for rescuing Cordelia from Vampire Willow.

Sherlock Holmes Award: Anya

Anya was the first to realize that Vampire Willow was from the alternate reality where Anya lost her amulet. She was also figured out that Human Willow was impersonating Vampire Willow in the Bronze. Buffy gets credit for coming up with the plan for Willow to pose as her vampire self.

Goat of the Week: Nobody

Nobody really failed in this episode. Anya did not get her amulet back, but it is hard to see how she could have done better. Vampire Willow failed to create her alternate reality and got staked, but, again, it is not clear how she could have done better.

Random Commentary

This episode provided further evidence that the Watcher's Council is behind on the times. They were having Buffy, and presumably Faith, take Rorschach and TAT tests, neither of which is a particularly valid measure of much of anything.

I believe that the confrontation between Wesley and Vampire Willow was the only time on Buffy that future spouses Alyson Hannigan and Alexis Denisof interacted directly with each other on screen outside of a group setting.

This episode reminded me a lot of the mirror universe version of Kyra in Star Trek: Deep Space Nine. She, too, pranced around in tight leather and had an attraction to her normal universe counterpart.

Xander obviously had not seen The Fearless Vampire Killers or he would know how useful crosses are against Jewish vampires.


In the past two episodes, Faith killed a man, lied about it, blamed Buffy, tried to strangle Xander, and escaped from the Watcher's Council by threatening to kill someone. I find it a little improbable that everyone would overlook these actions so easily. Willow even joked about Faith liking to kill people. Given how devoted the Watcher's Council is to procedure, I would expect them to send another team for Faith, and tranquilize her this time.

Memorable Dialogue

"For a thousand years, I wielded the powers of the wish. I brought ruin to the heads of unfaithful men. I brought forth destruction and chaos for the pleasure of the lower beings. I was feared and worshipped across the mortal globe, and now I'm stuck at Sunnydale High, mortal, child, and I'm flunking math." Anya

"He even had that test to see if you're crazy that asks if you ever hear voices or if you ever wanted to be a florist." Buffy
"Ooh, I used to want... Wait, florist means crazy, right? I never wanted to do that." Willow

"How come the sudden calisthenics? Aren't you sort of naturally buff, Buff?" Willow

"Competition is natural and healthy. Plus, you'll definitely ace her on the psych tests. Just don't mark the box that says, 'I sometimes like to kill people.'" Willow

"You're gonna love it, B. It's just like fun, only boring." Faith

"No slayer of mine is gonna live in a fleabag hotel. That place has a very unsavory reputation. There are immoral liaisons going on there." Mayor Wilkins
"Yeah, plus all the screwing." Faith

"No, it's fine, I'm Old Reliable" Willow
"She just means, you know, the geyser. You're like a geyser of fun that goes off at regular intervals." Xander
"That's Old Faithful." Willow
"Isn't that the dog that they guy had to shoot." Xander
"That's Old Yeller." Willow

"Maybe I'll change my look or cut class. You don't know. And I'm eating this banana, lunchtime be damned." Willow

"That's me, reliable dog geyser person." Anya

"I swear, I'm just trying to find my necklace." Anya
"Well, did you try looking inside the sofa in hell?" Willow

"[Excited] Xander, you're alive." Vampire Willow
"Will, this is verging on naughty touching here. Don't want to fall back on bad habits. Hands, hands in new places!" Xander
"[Disappointed] You're alive." Vampire Willow

"Aren't you gonna introduce me to your... Holy God, you're Willow." Buffy
"You." Vampire Willow
"You know what? I like the look. It's extreme, but it looks good, you know. It's a leather thing, and I said extreme already, right?" Buffy

"Who do you work for?" Vampire Willow
"I'm not telling you a thing." Vampire
"[Crack] Who do you work for?" Vampire Willow
"Wilkins, the Mayor." Vampire
"[Crack] Who do you work for?" Vampire Willow
"You." Vampire

"She was truly finest of all of us." Giles
"Way better than me." Xander
"Much, much better." Giles
"It's all my fault." Xander
"No, it's me. It's me. I'm the one that called her reliable. She must have gone out and gotten attacked, which she never would have done if I hadn't called her reliable, and now my best friend is..." Buffy
"What's going on? Geez, who died? Oh, God, who died?" Human Willow
"Back! Get back, demon! [shakes cross]" Xander
"Willow, you're alive." Buffy
"Aren't I usually? [Lunge hugs] I love you guys too. OK, oxygen becoming an issue. Giles, what's going on with these... [lunge hug]" Human Willow
"Oh, sorry." Giles
"It's really nice that you guys missed me. Say, you all didn't happen to do a bunch of drugs, did you?" Human Willow

"Well, something... something very strange is happening." Giles
"Can you believe the Watcher's Council let this guy go?" Xander

"Give me a beer." Anya
"I.D. [Anya glares] I.D." Bartender
"I'm 1,120 years old. Just give me a frickin' beer." Anya
"I.D." Bartender
"Give me a Coke." Anya

"Other bands know more than three chords. Your professional bands can play up to six, sometimes seven completely different chords." Oz
"That's just like, fruity jazz bands." Devon

"Nobody cause any trouble or try to leave, and nobody gets hurt." Alphonse
"Why don't I believe him?" Angel
"Well, he lacks credibility." Oz

"This is a dumb world. In my world, there are people in chains, and we can ride them like ponies." Vampire Willow

"It was exactly you, Will, every detail, except for your not being a dominatrix, as far as we know." Buffy
"Oh, right, me and Oz play mistress of pain every night." Human Willow
"Did anyone else just go to a scary visual place?" Xander
"Oh, yeah." Buffy

"Buffy, I... Something's happened that... Willow's dead. Hey, Willow. [double take] Wait a second." Angel
"We're right there with you, buddy." Xander

"That's me as a vampire. I'm so evil and skanky, and I think I'm kind of gay." Willow
"Willow, just remember, a vampire's personality has nothing to do with the person it was." Buffy
"Well, actually... [Buffy and Willow glare] That's a good point." Angel

"It's a little binding. I guess vampires really don't have to breathe. Gosh, look at those." Human Willow

"She bothered me. She's so weak and accommodating. She's always letting people walk all over her, and then she gets cranky with her friends for no reason. I just couldn't let her live." Human Willow (pretending to be Vampire Willow)

"It occurs to me that we've never really had the opportunity to talk. You know, woman to woman, with you locked up." Cordelia
"Don't want to talk. Hungry." Vampire Willow
"What could we talk about? Hey, how about the ethics of boyfriend stealing?" Cordelia

"Ok, it isn't even like I was that attracted to Xander. It was more just that we kept being put in these life or death situations, and that's always all sexy and stuff." Cordelia

"Was that..." Wesley
"Willow. They got Willow. So, you doing anything tonight?" Cordelia

"A human? Oh yeah, could a human do this? [scream]" Human Willow
"Sure." Anya
"Yeah." Alfonse and Anya

"Good luck. Try not to kill people." Human Willow

"Strangly, I feel like staying at home, and doing my homework, and flossing, and dying a virgin." Willow

Characters in Peril


Evil Escaped

Police and Guns

Strictly the Caucasian Persuasion

Willow Gay References

Unusual Pairings

Spoiler Questions

Highlight the space after each question to find the answer. It is strongly recommended that you do not do so if you have not seen episodes through the episode indicated.

This page was last modified on November 16, 2012