Buffy the Vampire Slayer

Season 7 Episode 19

Empty Places

Aired Tuesday 8:00 PM Apr 29, 2003 on The WB
out of 10
User Rating
480 votes

By TV.com Users

Episode Summary

Caleb launches an attack against Buffy at Sunnydale High. Faith takes the potential slayers out to blow off some steam, but soon they run afoul of Sunnydale's Finest. Hurting from their last battle and unsure of Buffy's leadership, the gang makes a decision that may change everything.moreless

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  • With only four episodes left in the entire series, I have to express my disappointment that an episode as troubled as what we have here exists.

    I suppose the end result is that "Empty Places" simply fails to come together. Between the barebone plot, schizophrenic character writing, and overall sloppy feel, this is quite the troubled episode -- more so due to its proximity to the final episode of the series. Thankfully it's not all bad though, and a number of quality character scenes and discussions keep the episode relevant beyond the basic plot points. It's a mixed bag, but one that manages to just have enough merit for it to remain afloat.moreless
  • The schizm

    The Good;

    Spike and Andrew's road trip, the girls shaking their stuff at the Bronze.

    The Bad;

    So harrowing watching Buffy cast out after all she's been through. Again why doesn't Caleb take Buffy prisoner or something when he knocks her out? Anya says Buffy is 'luckier' than everyone else to be the Slayer but it hardly seems to be much of a prize? The Hellmouth influenced cops also seem a very handy contrivance.

    Best line;

    Rhona (on Buffy leaving) "Ding dong, the witch is dead!"

    Dawn; (rounding on her) "SHUT YOUR MOUTH!" (about time someone slapped Rhona down!)

    Women good/men bad;

    More misogyny from Caleb


    Hardest thing to watch is Dawn telling Buffy to leave (as she states, Revello Drive is her home too). Equally the scenes between Willow and Xander in hospital are so sad. Faith get's some nasty beatings although Angelus claims she's actually still looking for someone to beat the evil out of her.

    Kinky dinky;

    Anya refers to her and Xander's break-up sex to the Potentials, Faith reminds everyone she had him first. Speaking of which Faith starts putting the moves on Wood, who if not a boyfriend Buffy was attracted to and had at least one date with. Caleb speaks of the 'sweet pleasure of taming Buffy' which is odd phrasing for a guy who claims to abhor women especially in the sexual sense.

    Faith flirts with the cops who've come to arrest her, she must have a thing for the uniform (and maybe the handcuffs, nightsticks and fast cars?) as we've seen her do this before in Bad Girls ("I like him, he's butch"). Interestingly she later refers to Buffy as a cop even after recieving a thorough nightsticking and punch on the jaw.

    Captain Subtext;

    Giles hints that Buffy's partiality for her vampire boyfriends costs lives, alluding to Jenny Calender. Spike and Andrew bond on their road-trip over bar food. Spike threatens to bite Andrew which he has done before. With Willow away Kennedy chooses to dance with Dawn at the Bronze. Dawn seems to have lost her antipathy towards Faith and they seem tight from now on.

    Guantanamo Bay;

    Buffy and co have a long talk about how they're not a democracy, that it takes one strong individual leader to be effective.

    Scoobies to the ER;

    Faith nastily bashed up but Slayer healing takes care of it all.

    Apocalypses; 7,

    Scoobies in bondage:

    Buffy: 9

    Giles: 4

    Cordy: 5

    Will: 4

    Jenny: 1

    Angel: 4

    Oz: 1

    Faith: 3

    Joyce: 1

    Wes: 1

    Xander; 3

    Dawn; 4

    Spike; 4

    Scoobies knocked out: poor Buff

    Buffy: 23

    Giles: 12

    Cordy: 6

    Xander: 16

    Will: 10

    Jenny: 2

    Angel: 6

    Oz: 3

    Faith: 1

    Joyce: 3

    Wes: 1


    Dawn; 6

    Tara; 1

    Spike; 3

    Kennedy; 1


    Buffy: 125 vamps, 62 demons, 6 monsters, 10 humans, 1 werewolf, 1 spirit warrior & a robot

    Giles: 8 vamps, 2 demons, 2 humans/1 god.

    Will: 6 vamps + 3 demons +1 fawn+1 human.

    Oz: 3 vamps, 1 zombie

    Faith: 19 vamps, 6 demons, 3 humans.

    Xander: 6 vamps, 2 zombies, 1 a demon, 2 humans

    Anya: 1 vamp and 1 a demon

    Riley; 18 vamps + 7 demons

    Spike; 11 vamps and 7 demons+1 human

    Buffybot; 2 vamps

    Tara; 1 demon

    Dawn; 1 vamp + 1 demon

    Kennedy; 1 human+1 vampire

    Amanda; 1 vampire

    Woods; 5 vamps and 2 demons

    Scoobies go evil:

    Giles: 1

    Cordy: 1

    Will: 4

    Jenny: 1

    Angel: 1

    Oz: 1

    Joyce: 1

    Xander: 4

    Anya; 1

    Dawn; 1

    Buffy; 1

    Spike; 1

    Wood; 1

    Alternate scoobies:

    Buffy: 8

    Giles: 4

    Cordy: 1

    Will: 6

    Jenny: 2

    Angel: 3

    Oz: 2

    Joyce: 2

    Xander: 4

    Tara; 1


    Spike; 1

    Anya; 2

    Recurring characters killed: 16,

    Jesse, Flutie, Jenny, Kendra, Larry, Snyder, Professor Walsh, Forrest, McNamara, Joyce, Katrina, Tara, Quentin Travers, Chloe, Molly, Jonathon.

    Sunnydale deaths;


    Total number of scoobies: 35 or so. Anya back but no Vi again. We never ever actually get to see all the recurring potentials (those with names and dialogue) together until the final ep.

    Xander, Buffy, Dawn, Willow, Anya, Spike, Giles, Kennedy, Vi, Rhona, Amanda, Chao-Anh, Wood, Andrew, Faith plus an indeterminate number of potentials.

    Xander demon magnet: 6(7?)

    Preying Mantis Lady, Inca Mummy Girl, Drusilla, VampWillow, Anya, Lissa (arguably Buffy & Faith with their demon essences?), Dracula?

    Scoobies shot:

    Giles: 2

    Angel: 3

    Oz: 4

    Riley; 1

    Buffy; 1

    Tara; 1

    Notches on Scooby bedpost:

    Giles: 2; Joyce & Olivia, possibly Jenny and 3xDraccy babes?

    Buffy: 4 confirmed; Angel, Parker, Riley, Spike. 3 possible, Dracula+RJ+Shadowmen's demon(?)

    Joyce: 1;Giles, 2 possible, Ted and Dracula(?)

    Oz: 3; Groupie, Willow & Verucca

    Faith:3 ;Xander, Riley, Bullwhip guy

    Xander: 2; Faith, Anya

    Willow: 2;Oz and Tara

    Riley; 3; Buffy, Sandy and unnamed vampwhore

    Spike; 2 Buffy and Anya

    Anya; 2 Spike and Xander

    Dawn in peril; 14

    Dawn the bashful virgin; 9

    What the fanficcers thought;

    Caleb's phrase 'the sweet pleasure of taming Buffy' makes you wonder if he reads Mr X/conquered superheroines fanfic? Read an interesting fic once where we discover that Caleb's mother was Slayer who was sired and he was forced to kill her as a young boy as she tortured him. It was very well written, actually made you feel sorry for this screwed up monster.

    Questions and observations;

    It's Dawn who makes the breakthrough regarding the mission, her junior Watcher role really coming along, Giles even teaching her like his pupil. Andrew wears the same football helmet as Dawn wore when she rode on Spike's motorcycle (is it Hanks? I can't imagine Joyce, Buffy or Dawn playing American football? Maybe the lingerie ball?). Faith stops Amanda drinking alcohol at the Bronze, already adopting the leadership role. Last appearance of Clem on the show although he's back in the comics as Harmony's 'friend'. If you can't pierce the UberVamps sternum with your stake why not stab then upwards under the ribcage so you don't have to? Holy Water does affect them (Showtime)but not as much it does ordinary vamps. SMG hoarse again, both as Buffy AND The First. The SDPD have changed their uniforms but not their cars. Actually I would rate Jaws 3D as the second best in the series although a LONG way behind the fabulous original. Buffy doesn't want to talk about Xander not because she doesn't care but because she finds it too painful. Note Buffy doesn't actually object to Faith taking the girls to the Bronze, she just doesn't want them drunk and fighting.

    Marks out of 10; 8/10

  • Ungrateful wretches!!!

    I love the dialogue between Spike and Andrew. Their conversation on the bike was hilarious. It\'s interesting to see what the fallout of Caleb\'s presence at the monastery is. Plus it is cool that they found out a clue that will vindicate Buffy.

    But I can\'t believe the Scooby Gang would turn on Buffy like this! It\'s understandable that the wannabes wouldn\'t like her, they just had an unsuccessful mission and they don\'t have the history with her to know that she\'s right pretty much ALL the time. Anya doesn\'t like Buffy because of Xander and Robin is still angry about Spike so they have no loyalty to Buffy.

    The four of them...I just want to punch each one of them into the ground.

    Giles - I\'m just astonished that he would choose an unreliable criminal over a proven leader. Is he so threatened by her independence that he forgets to trust her instincts.

    Willow - She\'s probably the biggest surprise since what is her reasoning for getting rid of Buffy? Has that dark magick twisted her reasoning?

    Dawn - This little brat really deserves to get slapped. After Buffy literally dies in her place, she has absolutely no loyalty to her OWN sister?

    Xander - It seems like it was just in the last episode or two that he was telling the wannabes to trust Buffy\'s leadership because she has the experience to deserve that trust. So the only thing that has changed is that he got hurt. That means that he will trust her as long as she protects him from serious injury.

    I didn\'t like how desperate Buffy got though. It just seemed wrong for her to plead. You saw how crushed she was by her \"friends\" and their remarks. But it was good that she still gave Faith advice about being a leader before she left.moreless
  • The slayers and all buffy so called "friends" kicked buffy out the house. What I dont get is how Dawn says she has to get out? I wanted to slap the makeup off her face! :Dmoreless

    This episode was so annoying to me. I disliked the fact that all Buffy's friends kicked her out of her own house! I still get mad when I think about it but whatelse can I do?:)) Overall I really wanted to slap Dawn around in this episode, The fact that buffy stopped her from dying and she kicks her out just makes me so mad.
  • Pivotal but uninteresting

    I realize that a lot of this season is to display how difficult it is to be the general in the war. You know that people are going to die and there's nothing you can do about it if you want to win.

    But never in one of her long-winded speeches did Buffy ever explain the concept of giving your life for the cause. She knows that girls are going to die but she never talks to the girls about it. To let them know what they can do differently to make sure they're not one of the girls who dies. Or what it was like in her experience to give her life for the cause. She really did an intensely good job of separating herself and cutting herself off from the emotions because she didn't want to take that difficult road. It's very cold, selfish and characteristic of her the past few seasons.

    That sounds harsh, but this episode was the perfect example in her treatment of Xander after he loses his eye. There was no connecting with him. There was no apology- though it wasn't her fault, I'm sure he would have appreciated the guesture. There was no comfort. There was no friendship. A truly strong leader knows how to balance the line between friendship and leadership.

    I loved that they voted her out of her role at the end because she really does walk around like she has the right to be high and mighty, which has been Faith's position all the way back from when she first met Buffy.

Nathan Brooks Burgess

Nathan Brooks Burgess


Guest Star

Justin Shilton

Justin Shilton


Guest Star

Kristy Wu

Kristy Wu

Chao Ahn

Guest Star

DB Woodside

DB Woodside

Principal Robin Wood

Recurring Role

James C. Leary

James C. Leary


Recurring Role

Felicia Day

Felicia Day


Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (11)

    • While she is sitting in the kitchen talking to Kennedy, Faith is eating "Tito's" potato chips (a non-existant brand with packaging similar to "Lay's" brand chips). Xander, Willow and Anya are also seen eating Tito's potato chips when going patrolling with Riley in the episode Fool for Love (5x07).

    • Surprisingly, considering his lifestyle, Clem is driving a new Volkswagen Beetle.

    • It looks like the jacket that Buffy is wearing changes from the very end of the past episode to the beginning of this episode. How did that happen if she was walking around all night?

    • When Buffy is talking to Clem, you can see the Espresso Pump in the background, all boarded up. Why would the owner bother to do that? In previous episodes (most notably 'The Zeppo', where Xander and the zombies run through it) they only bothered to put a chain over the entrances, not to keep it safe, but to tell people that is closed. Now, since people have no intention of coming back, and they're abandoning it, they want to keep it safe?

    • At the beginning of the show you see most people leave Sunnydale (backed further as the town is shown deserted more and more) yet when Faith and the Girls go out dancing the Bronze seems really full.

      However, it does seem reasonable that the people who are left behind might want to spend more time together. Also, one very human response to impending danger is to get very busy acting as if it isn't going to happen.

    • When Kennedy and Amanda are downstairs listening to Anya's speech, they have no scars on their faces. Later, when upstairs and talking to Faith, Kennedy and Amanda both have visible scars on their faces. Later on, when Kennedy is talking to Buffy in the Living Room, her scars magically move on her forehead...

    • When Giles shows Spike the photo of the mission, Spike then leaves straight away, Giles did not tell him where the mission is.

    • So why again did Willow use magic to get the files? Ever since season 1 she always hacked to the police records. Plus why would the police already have those files at the station?

    • In "First Date", Giles complained that this is war and there should be no dates. Now that they have a new foe (Caleb) and Buffy finally gets that now, he lets Faith take the girls out.

    • The timing of the Bronze party and Xander's welcome-home party is off. Kennedy says they didn't have time to do more for Xander's party...because Faith took them off to the Bronze to dance? Way to welcome him back. Also, Wood says he's there for a "big meeting" - is he talking about the big meeting to welcome Xander home, or the strategy "big meeting" they have a few minutes later that no one but he, Faith, and Buffy know about. And if there was a big strategy meeting planned, wouldn't they have missed it by going to the Bronze and drinking? They're only back at the Summers' home because Buffy sent them back.

    • Is it just me or did Anya's hair change from straight to curly. When they kicked Buffy out she had straight. When the morning continued the next episode she was curly.

  • QUOTES (23)

    • Anya: OK... I know you're all upset... and I, myself, would much rather be sitting at the bedside of my one-eyed ex-fiancé than killing time here with you people in this over-crowded and might I add increasingly ripe-smelling basement. And I would be, too, if not for a certain awkward discussion he and I recently had right over there on that cot immediately following some exciting and unexpected break-up sex.

    • Buffy: Wait... Guys... I can't watch you throw away everything. I know I'm right about this, I just need a little... I can't stay here and watch her lead you into some disaster.
      Dawn: Then you can't stay here. Buffy, I love you but you were right, we have to be together on this. You can't be a part of it so I need you to leave. I'm sorry but this is my house too.

    • Buffy: Ha, you're just loving this aren't you?
      Faith You have no idea what I'm feeling.
      Buffy: Come in here, take everything that I have, I mean you did it before. Did you tell them that, did you tell them how you used to kill people for fun. Eh, you guys think that's nifty...
      : Buffy that's enough!
      Faith: I didn't come here to take anything away from you but I'm not gonna be your little lap dog either. I came here to beat the other guy, to do right, however it works. I don't know if I can lead but the real question is can you follow?

    • Kennedy: Maybe we need a vote to see who wants Faith to have a turn in charge?
      Buffy: No!
      Kennedy: No what!
      Buffy: No... you dont get to vote until I have my chance to pal around, you know get everybody drunk. See I didn't get that this was a popularity contest. I should have equal time to bake them cookies, braid their hair...
      Faith: Learn their names.

    • Buffy: Look, I'm still in charge here.
      Rhona: And why is that exactly?
      Buffy: Because I'm the Slayer.
      Rhona: And isn't Faith a Slayer too?
      Faith: What? Woah, woah, woah. So not what I meant. I'm not in-charge-chick, I think B here just needs to chill out for a bit, take a siesta or something but I'm not the one you want.

    • Buffy: Look, I'm willing to talk strategy ok. I'll hear suggestions on how to break this down, but this is the plan. We have to be together on this or we will fail again!
      Giles: We are clearly demonstrating that we are not together on this.
      Buffy: Which is why you have to fall in line!

    • Buffy: Look I wish this could be a democracy, I really do, but democracies dont win battles. it's a hard truth but there has to be a single voice. You need someone to issue orders and be reckless sometimes and not take your feelings into account. you need someone to lead you!

    • Andrew: See look, the Post-It is still here 'Andrew's, Please Don't Eat'. And look, the box is (shakes box) empty.

    • Buffy: (to Faith) Don't be afraid to lead them. Whether you wanted it or not, their lives are yours. It's only going to get harder. Protect them, but lead them.

    • Rona: OK, you know what? I used to be really afraid of these Ubervamp guys, but then the scary preacher blew into town, and now I'm mostly terrified of him.

    • Spike: You know, sometimes our missions end up with you trying to kill me. I'm not fond of those.

    • Xander: Parties in this house, I usually end up having to rebuild something.

    • Clem: It's getting so bad here you can't even swing a cat without hitting some sort of demonic activity. Not that I swing cats, or eat cats... anymore. Yep, cutting back. Cholesterol... I mean, morals.

    • Rona: Ding, dong, the witch is dead!
      Dawn: Shut. Your. Mouth!

    • Amanda: Do you think there are going to be questions about her sex life on the test?

    • Andrew: It's the fundamental lack of respect.
      Giles: Shut up. Pay attention.

    • Spike: It is not for thee. It is for her alone.

    • Faith: How old are you?
      Amanda: 17
      Faith: Yeah, we're gonna get you a real nice 7 up, ok?

    • Caleb: Oh look. Things don't go your way, so here come the water works. Ain't that just like a woman.

    • Xander: I'm trying to see your point here Buff, but I guess it's a little to my left, 'cause I can't see it.

    • Caleb: I'll see you soon little lady.

    • Andrew: Can't? Can't is a four-letter word! I'm Andrew, I'll be your bad cop for the evening.

    • Anya: (to Buffy) You really do think you're better than we are...but we don't know. We don't know if you're actually better. You came into the world with certain advantages, sure. I mean, that's the legacy. But you didn't earn it. You didn't work for it. You've never had anybody come up to you and say that you deserve these things more than anyone else. They were just handed to you. So that doesn't make you better than us. It makes you luckier than us.

  • NOTES (21)

    • The promo of this episode says that throughout the show, 526 demons were slayed and 1342 vampires were dusted.

    • It is revealed in this episode that most of the residents of Sunnydale have decided to leave town. This becomes an important factor in the upcoming episodes.

    • The band that is playing at the Bronze is Nerf Herder who perform their songs "Rock City News" and "Mr. Spock". Nerf Herder composed the theme song for Buffy the Vampire Slayer. Their appearance is perhaps symbolic as this is the final time we see the Bronze.

    • Justin Shilton, who plays one of the cops, also appeared on Angel in the season 3 episode Billy, as Billy Blim.

    • This marks the final appearance of James C. Leary as "Clem" on the series.

    • Andrew can be seen writing the words "Breakup Sex" on his note board after Anya mentions what she and Xander did on the cott.

    • We may have finally seen what Joyce meant in "Conversations With Dead People" when she told Dawn that Buffy wouldn't choose her. She'd be against her.

    • Also, as it turns out, Xander does suffer permanent damage resulting in his fighting for Buffy. JUST like his nightmare of the future married to Anya (season 6, Hell's Bells). Only it's a missing eye, not a shot back.

    • The song played in the promo for this episode is "Goodbye to you" by Michelle Branch. The same song was heard in "Tabula Rasa" in Season 6.

    • In this episode Spike and Andrew discuss flowering onions. Spike has previously shown an interest in flowering onions in the season 5 episodes "Triangle" and "Crush".

    • Xander makes a reference to his pirate costume and fake parrot, which he wore in the season six episode "All the Way."

    • The inscription on the wall reads "It is not for thee. It is for her alone to wield."

    • When Buffy runs into Clem at the beginning of the episode it appears that it's the following morning and that Buffy walked the streets alone all night.

    • Willow using magick to alter the cops' perception is reminiscent of Amy altering the teachers' in "Bewitched, Bothered and Bewildered."

    • It seems as though the First is trying to isolate Buffy from her friends. Buffy is clearly stronger with her friends, but the First didn't originally notice this. Spike told Adam the same thing in Season 4.

    • Faith is apparently now a responsible adult as she takes the liquor that Amanda was drinking because she was underage and offers her a 7-UP.

    • While Faith, Dawn and the potentials dance at the Bronze, Nerf Herder are playing ('Rock City News'). The last time Faith danced at the Bronze was in 'Who Are You', although she was in Buffy's body at the time. Coincidentally, Nerf Herder were also playing then too (the song 'Vivian').

    • Sarah Michelle Gellar's voice in the opening scene with Clem sounds like she was recovering from a cold. Back in March, Michelle Trachtenberg was recovering from a cold when she appeared on the Caroline Rhea Show also.

    • The picture that Buffy admires when she visits her office, is the same one she looks at in "Primeval", and she is also wearing the same outfit as that episode. The same, or similar picture, was also seen in 'Halloween' and 'Dead Man's Party'.

    • Everything Anya said in speech is what Buffy said to Giles when they first met in "Welcome to the Hellmouth," but the part of it regarding her superiority is exactly what Buffy spoke about in 'Conversations With Dead People.'

    • The helmet that Andrew wears while riding the motorcycle with Spike was the same helmet worn by Dawn in 'Bargaining (Part 2)'.


    • Faith: Hey, shouldn't you be down at Hogwart's?
      Hogwart's School of Witchcraft and Wizardry is the magic school from the "Harry Potter" books by J.K. Rowling and the popular film series.

    • Xander: I keep waiting for my other senses to improve 50%.
      Usually when someone loses their sight, the other four senses (most commonly hearing) are naturally enhanced enabling them to continue living a normal life.

      Xander could also be referring to the comic book and movie "Daredevil", in which Matt Murdock becomes blind, but all his other senses are enhanced, making him into a superhero.

    • Xander: And you know what the best part is? No one will ever make me watch Jaws 3D again.
      Jaws 3D is, obviously, a 3D movie about a killer shark. Because of Xander's one eye, he couldn't experience the 3D-ness.

    • Spike: Not as good as those onion blossom things.
      Referring to a popular appetizer served at some restaurants (Chili's, etc), called Awesome Blossoms. They are sliced whole onions, dipped in batter and deep fried.

    • Faith: Listen, we're fighters, all of us, but you gotta give me something to fight, something real, not--
      Giles: Windmills.
      In Don Quixote, The main character fights what he thinks is a giant monster. In reality it is a windmill and so it is nothing real to fight.

    • Title: Empty Places
      The title of this episode is probably a reference to the Pink Floyd song of the same name from The Wall.

      "What shall we use to fill the empty Spaces where we used to talk? How shall I fill the final places? How shall I complete the wall?"

    • Rona: Ding Dong! The Witch is dead!
      Rona quotes a line from the song Ding Dong! The Witch Is Dead featured in the 1939 movie The Wizard of Oz. The munchkins sing this song when the Wicked Witch of West dies.