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After being overpowered and nearly killed by a common vampire, Buffy sets out to learn what mistakes past Slayers made that costs them their lives. For her to learn the secret, Spike takes her through his transformation and his fights with the two Slayers he killed.

Episode Info
Episode number: 5x7
Production Number: 5ABB07
Airdate: Tuesday November 14th, 2000
Network: WB

Director: Nick Marck
Writer: Douglas Petrie

Guest Stars
David BoreanazDavid Boreanaz
As Angel
Mercedes McNabMercedes McNab
As Harmony
Julie BenzJulie Benz
As Darla
Juliet LandauJuliet Landau
As Drusilla
Kristine SutherlandKristine Sutherland
As Joyce Summers

Co-Guest Stars
Kali RochaKali Rocha
As Cecily Addams
Matthew LangMatthew Lang
As 2nd Male Partygoer
Edward FletcherEdward Fletcher
As Male Partygoer
Katharine LeonardKatharine Leonard
As Female Partygoer
Christopher DanielsChristopher Daniels
As Stabbing Vampire (credited as Chris Daniels)
Ken FeinbergKen Feinberg
As Chaos Demon
Steve HeinzeSteve Heinze
As Vampire #1
Ming LiuMing Liu
As Chinese Slayer
April Weeden-WashingtonApril Weeden-Washington
As Subway Slayer (credited as April Wheedon-Washington)
Main Cast
Sarah Michelle GellarSarah Michelle Gellar
As Buffy Anne Summers
Nicholas BrendonNicholas Brendon
As Alexander "Xander" Harris
Alyson HanniganAlyson Hannigan
As Willow Rosenberg
Anthony Stewart HeadAnthony Stewart Head
As Rupert Giles
Emma CaulfieldEmma Caulfield
As Anya Jenkins
Michelle TrachtenbergMichelle Trachtenberg
As Dawn Summers
Marc BlucasMarc Blucas
As Riley Finn
Episode Notes
This episode scored a 5.1/7 in the ratings.

This episode ranked 3rd out of 17 WB shows for the week.

This episode scored a 3.6 in the national ratings.

Ranked 89 out of 134 prime time shows.

This episode is the first part of a two-parter crossover with the Angel episode "Darla", both of which originally aired the same night. The two flashback-heavy episodes are tied together by the scenes that are set in the Boxer Rebellion period. The shots that are featured in both episodes were directed by Tim Minear, the director of "Darla".

ArtistSong TitlePlayed When
Avenue ARun Cold 
Crushing VelvetXXX 
Felix MendelssohnA Midsummer Night's Dream 
Johann S. BachPartita #3 in E Major 
The KillingtonsBalladovie 
VirgilHeal Yourself 

Episode Quotes
Buffy: Well, at least no major organs got kebabed.

Dawn: Did I just pull a Slayer-related Mom cover-up thing? Come on. Who's the man?
Buffy: You are. A very short, annoying man.

Dawn: When do I get to patrol?
Buffy: Not until you're never.

Xander: What's with the hand move? You see that? Does that, like, mean something?
Willow: It's code. I think it breaks down to "choo-choo!"
Anya: It probably means to follow him. That, or wait here for him.
Willow: (whispers) Ask.
Xander: (yelling) Hey, Riley? What's the, uh (gestures) all about?
Riley: It means "Yell real loud so the vampires who don't know we're coming will have a sporting chance."
Xander: See? Now he's all mad and sarcastic.
Willow: It's because you were doing all that yelling, Mr. Stealthy-pants.

Giles: What does it say?
Buffy: Same as all the others. "Slayer called, blah, blah. Great protector, blah, blah. Scary battles, blah, blah. Oops! She's dead."

Buffy: Why didn't the Watchers keep fuller accounts of it? The journals just stop.
Giles: Well, I suppose if they're anything like me, they just find the whole subject too --
Buffy: Unseemly? Damn. Love ya, but you Watchers are such prigs sometimes.
Giles: Painful, I was going to say.

Spike: Since I agreed to your little proposition, we can do this my way. Wings.
Buffy: What?
Spike: Spicy buffalo wings. Order me up a plate. I'm feeling peckish.

Buffy: Were you born this big a pain in the ass?
Spike: What can I tell you, baby? I've always been bad.

Female Partygoer: Have you heard? They call him "William the Bloody" because of his bloody awful poetry.
2nd Male Partygoer: It suits him. I'd rather have a railroad spike through my head than listen to that awful stuff!

Buffy: So you traded up on the food chain. Then what?
Spike: No, please! Don't make it sound like something you'd flip past on the Discovery Channel.

Spike: Becoming a vampire is a profound and powerful experience. I could feel this new strength coursing through me. Getting killed made me feel alive for the very first time.

Angelus: You've got me and my women hiding in the luxury of a mine shaft, all because William the Bloody likes the attention. This is not a reputation we need.
Spike: Oh, I'm sorry. Did I sully our good name? We're vampires.
Angelus: All the more reason to use a certain amount of finesse.
Spike: Bollocks! That stuff's for the frilly cuffs-and-collars crowd. I'll take a good brawl any day.

Darla: (singsong) I think our boys are going to fight.
Drusilla: The King of Cups expects a picnic, but this is not his birthday.
Darla: Good point.

Spike: When was the last time you unleashed it? All out fight in a mob, back against the wall, nothing but fists and fangs? Don't you ever get tired of fights you know you're going to win?
Angelus: No. A real kill, a good kill - it takes pure artistry. Without that, we're just animals.
Spike: Poofter!

Angelus: You can't keep this up forever. If I can't teach you, maybe someday an angry crowd will. That or the Slayer.
Spike: What's a Slayer?

Spike: The first one was all business, but the second, she had a touch of your style. She was cunning, resourceful - oh, and did I mention... hot? I could have danced all night with that one.
Buffy: You think we're dancing?
Spike: That's all we've ever done.

Spike: Come on, I can feel it, Slayer. You know you want to dance.
Buffy: Say it's true. Say I do want to. It wouldn't be you, Spike. It would never be you. You're beneath me.

Spike: Beneath me. I'll show her. Put her six bloody feet beneath me. Hasn't got a death wish. Bitch won't need one.

Harmony: Okay, I'm trying to be supportive here, so don't drive a stake through my heart like last time. But you can't kill Buffy. She's the Slayer. She is so gonna kick your ass.
Spike: I've got two barrels here that'll prove you wrong.
Harmony: I knew you'd take this personally. You're so sensitive! How are you gonna kill her? Think! The second you even point that thing at her, you're gonna be all "Aaagh!" And then you'll get bitch-slapped up and down Main Street, unless she's had enough and just stakes you.
Spike: Sure, it'll hurt like Hell for about 2 hours, but she'll be dead just a little longer than that.

Episode Goofs
During the subway fight with the New York Slayer, Spike's reflection can be seen in the windows.

After Spike is knocked down by Buffy and begins grabbing at the money, you can see a microphone box on the left side of his belt.

Other Episode Crew

CreatorJoss Whedon
Executive ProducerJoss Whedon  |  Gail Berman  |  Fran Rubel Kuzui  |  Kaz Kuzui  |  Sandy Gallin
Co-Executive ProducerMarti Noxon
Supervising ProducerDavid Fury
ProducerDavid Solomon  |  Jane Espenson
Co-ProducerDouglas Petrie  |  John F. Perry  |  Marc D. Alpert
Consulting ProducerDavid Greenwalt
Production DesignerCarey Meyer
EditorRegis Kimble
CastingAmy McIntyre Britt  |  Jennifer Fishman  |  Anya Colloff
Unit Production ManagerJohn F. Perry
First Assistant DirectorMichael Cedar
Second Assistant DirectorAthena Alexander
Music EditorFernand Bos
Costume DesignerCynthia Bergstrom
HairstylistLisa Marie Rosenberg
Key GripRonn Cooney
Camera OperatorAllen D. Easton
Set DecoratorDavid A. Koneff
Location ManagerPeter M. Robarts
Transportation CoordinatorRobert Ellis (2)
Property MasterRandy Eriksen
Construction CoordinatorSteven Fidler
Production Sound MixerDavid Yaffe
Script SupervisorRhonda Hyde
Production CoordinatorCathy Carr (2)
Script CoordinatorDavid H. Goodman
Assistant EditorMarilyn McMahon Adams
Post Production SupervisorBrian Wankum
Supervising Sound EditorCindy Rabideau
Re-Recording MixerKurt Kassulke  |  Adam Sawelson  |  Tom Perry
LeadmanKeith A. Cuba
Director of PhotographyMichael Gershman
Stunt CoordinatorJohn Medlen (1)
Visual Effects SupervisorLoni Peristere
Main Title DesignMontgomery/cobb
Chief Lighting TechnicianChristopher C. Strong
ScoreThomas Wanker
AssistantKelly Wheeler  |  Diego Gutierrez (1)  |  JD Peralta
Casting AssociateLonnie Hamerman
Key HairstylistMichael Moore (3)
Original CastingMarcia Shulman
Special Effects CoordinatorBruce Minkus
Makeup ArtistBrigette A. Myre  |  Robin Beauchesne
Paint ForemanLisa Gamel
Make-up SupervisorTodd McIntosh
Theme ByNerf Herder
Production AuditorEdwin L. Perez
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