Buffy the Vampire Slayer

Season 3 Episode 17


Aired Tuesday 8:00 PM Mar 16, 1999 on The WB
out of 10
User Rating
591 votes

By TV.com Users

Episode Summary

As a part of her new alliance with the Mayor, Faith tries to seduce Angel so that he will again lose his soul. When that fails, the Mayor summons a powerful demon to remove Angel’s soul with dark magic.

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  • Enemies

    I'll just say outright that I'm not a big fan of this episode. Like all of BtVS there is always good stuff within a poor plot which is exactly what happens here. I just hate the idea of making us think that Angel lost his soul again because we've seen Angelus so recently. While I'm glad they were faking it to trick Faith and the Mayor, I'm still not pleased with most of the execution. I didn't like how Giles just happened to know the guy who the Mayor used to yank Angel's soul. Not all of it was poor though! I adored the stabilizing relationship between Faith and the Mayor along with the new information we got about the Mayor himself. So lets gets started with the specifics.

    The episode begins with Buffy and Angel coming out of what appeared to be an erotic foreign film. Not the best choice of entertainment for this couple as Buffy pointedly observes. This entire little conversation between the two of them is very amusing. She thinks she's getting him "worked up" when doing stuff like this with him. I can sympathise with Angel when he says just being with Buffy is all he needs to get worked up. I also appreciated seeing him show Buffy that he is in complete control of his emotions.

    The Mayor's relationship with Faith continues to grow more fascinating. It is now very clear that he sees himself as a father to Faith. She's not sure she's comfortable with this but soon warms up to the idea. She then begins to show that affection in reverse. It's so unique and odd to love the bad guys so much you almost hope they win. I'm pleased that Faith still hasn't completely lost it yet by her reaction to violently murdering a demon. She does, however, repress her feelings very easily to be able to use that experience to try to seduce Angel. It's also interesting to see Faith throwing nonstop jabs at Buffy once she thinks she has her chained to the wall later on.

    It's unfortunate, but that's about where the major positives end. I've got some real fundamental problems with the way this episode was handled. First off is Buffy's reactions involving Angel and Faith. Buffy and Angel have been through so much together that there should be a level of trust between the two of them. Unless Buffy sees some indisputable evidence that Angel for some reason doesn't love her completely anymore, she shouldn't assume he doesn't! This annoying behavior arises twice here. I could understand it when she saw him with Drusilla back in "Lie to Me" (2x07) because their relationship was still largely unexplored at that point. At least Willow points out that she's acting insane over this. Not only is her reaction silly, but the fact that she walks in on Angel and Faith right when Faith briefly kisses him on the cheek is simply poor writing. The other time Buffy acts in an annoying way is at the end when she needs to "break it off" with Angel because of what she had to watch him do with Faith. She still thinks that he might rather be with Faith than with her. Come on Buffy!

    The main plot is simply completely unnecessary. Why does the Mayor even want to remove Angel's soul? Is this just something to pass the time to his ascension? Why wouldn't he be even more focused on killing Buffy now that he knows that she knows he's up to something really bad? I also didn't care for the fact that we're led to believe that Angel actually lost his soul again until the end of the episode. I would have preferred it if we'd known he was playing Faith from the start. It would have made the episode fun which would help offset the uselessness of it. The scene where Buffy first thinks Angelus is back is frustrating to watch. We've seen Angelus so recently that even Angel faking it isn't interesting to see right now.

    So overall it's a pretty mixed bag. The main plot isn't terrible and it does provide some admittedly fun moments including Angel punching Xander out, Angel throwing a letter opener at the Mayor, the group finding out that Faith is now working for the Mayor, and Angel's "second best" moment. But ultimately it's a waste of an episode because the important material could have easily been wrapped up in a more important plot. It's really difficult to give an episode of this series a really low score because the character interaction is always so entertaining and interesting. That holds true here as well.moreless
  • The die is cast


    The Good;

    Loads more Faith/Mayor stuff and some strong emotional work between Angel and Buffy. The return of 'Angelus' and a heck of a Keyser Soze. Faith's treachery revealed at last. Also some very nice comedy with Xander and an interesting scene with Angel, Faith and Joyce.

    The Bad;

    Again quite painful to watch Faith's slide to the darkside.

    Best line;

    A toss up between Buffy's triumphant 'Psych!' and 'Minature golf'

    Character death;

    Only the demon. Faith still hasn't gone all the way yet, she still feels guilt about what she does. Again we see a non-dangerous demon spared by Buffy, shades of grey entering the Buffyverse rather than just humans good/demons bad. Willow bags her first vamp who's skin must be awfully soft if it can be penetrated by a pencil.

    Tied up;

    Buffy in chains. Or is she? Angelus comments that Buffy and he never tried chains, Faith comments that bondage looks good on her.

    Knocked out;

    Buffy and Angel (or are they?)

    Women good/men bad;

    The women are very bad in this ep


    Faith gutting the demon seems very graphic

    Kinky dinky;

    Faith sitting astride Angelus and him asking her to 'wriggle'. Faith pawing at him in the Mayor's office (weirdly I think ED looks her most beautiful ever in this scene). Buffy chained up with Faith about to 'torture' her smacks mightily of S&M 'If you're a screamer, feel free'. Angel(us) flatters Joyce (love KS's little 'I still got it' look of triumph). Buffy and Angel go to see some sort of arty yet sexy French film which can't help their celibacy towards each other. Faith refers to the then topical Bill Clinton/Monica Lewinsky sex scandal "Close but no cigar". Faith's low cut black top really is hookerwear, her cleavage looking like it's about to explode out of it at any moment. Would Faith having sex with Angel really have robbed him off his soul? To judge by what we learn on Angel (Darla, Nina, The Furies, Eve) almost certainly not. Willow describes Faith as the 'do that girl' although she's done her own boyfriend stealing in her time. Faith and Angelus seem to think beating each other up is foreplay. Angelus refers to himself as a boy toy as Faith refer to Xander in Consequences. The Mayor once again demonstrates his father's love for Faith, concerned that Angelus will keep her out late. Oz refers to Cordy as jail-bait.

    Calling Captain Subtext;

    Faith kissing Buffy even after they fight, even when they're holding knives at each other's throats. Interesting to note Faith's little look when 'Angelus' speaks to Joyce, it's rather guarded, she's not going to let him hurt her. Faith tells Angel she's 'keeping Buffy warm for him'. Her rant whilst Buffy is chained up has the air of a rejected lover, jealous of Buffy's boyfriend. Even now Faith and Buffy still walk arm in arm and refer to one another as girlfriend. Angelus wants the Mayor to call him 'Master'.

    Guantanamo Bay;

    Giles, Angel and Buffy's plan is very clever and dirty. Wes thinks Faith would be helpful in persuading the demon. Xander says he beat up Willy the Snitch but actually just slipped him some money.

    Scoobies to the ER;

    Xander gets 'a good bruise'

    Where's Dawn?

    Presumably at the house when Faith and Angel arrive.When Faith has her rant against Buffy she notes 'you got the mom!' making the subtext pretty much text. Anyone want to bet that in everyone's revised memories she also says 'You got the little sister'? After all, Dawn could very easily have been Faith's sister if things had worked out differently.

    Questions and observations;

    And now the die is cast! So what would have happened if Angel had really turned? Either Buffy defeats them, the Scoobies rescue her or Faith doesn't go through with it? When Faith is about to torture Buffy she seems to still be psyching herself up, as if she can't quite go through with it. Read a very good fanfic once where Angelus does start to torture Buffy but her screams revive memories of Faith' own childhood abuse and she rescues Buffy. When Faith goes to Angel with blood on her hands is it all a ruse or is she partly genuine? She's obviously genuinely upset at facing the demon murder scene and Buffy's reference to 'Someone's idea of a party' What would Faith do if Angelus started to suck on a passerby? Would her Slayer instincts kick in as they do in 'Who are you?' There are texts that Giles doesn't want Willow looking at, fearful of her growing magic power.

    Some great acting by DB, he can effortlessly slip into Angelus now with just a look. Interesting that EDs crack up at the Mayor's line at the end was unscripted. If Angel was going to lose his soul again wouldn't the gypsy woman see the signs? Angel says it's been a while since he's been to the movies, not since his Charlton Heston fad in the 70s. From what we learn in the later seasons of Angel it's highly unlikely that Angelus would have been content to be The Mayor's lackey. Wes is more and more part of the gang and seems to be on better terms with Buff and co. Nice to see 'Waiting for Godot' mentioned in an American teen TV series. Actually if Angelus had killed Buffy we wouldn't have had a new Slayer as The Gift shows, Faith would have come back to the good guys. Angelus calls Buffy sleepyhead which is Joyce's pet name for her. Love Buffy's Union Jack top (this is when the Spice Girls were huge). Faith hasn't been informed on all the details of the Ascension. Would she still love the Mayor when he's a great big snake? Also obvious that Faith would like the Scoobies to be hers.

    This appears to signal Cordelia's return to the Scooby gang, she's back in research mode and will be a permanent fixture in all future Scooby adventures.

    Marks out of 10;


  • Enemies

    Enemies was a perfectly entertaining episode of Buffy the Vampire Slayer. This episode was full of character, drama, action, betrayal, trust, and revelations. This episode focused around Faith and catching her in her lies and double sideness. The Mayor has Angels soul stolen and Faith teams up with Angelus, and they catch Buffy and chain her up. Mean while Zander who witnessed the two together goes to get the Gang together. There were lots of good scenes where we got to see more of each characters qualities. In the end there was a shocking revelation, and Faith is taken by surprise, and much to every one elses surprise Giles had a key secret role in helping in this situation.moreless
  • Season 3, Episode 17.

    Buffy tries to get her hands on the Books of Ascension before the mayor does, but it's a little bit harder with Faith on his side. Faith tries to seduce Angel.

    Not a bad plot for this episode. I liked the Faith and Angel scenes, since Angel is so hot. Aw, Angelus comes back. Grr. I liked how they ambushed Buffy at the mansion though. Buffy looked good. Eliza Dushku looked pretty good in this episode as well, as always. I liked when Buffy was chained against the wall and Faith is jealous that everyone likes Buffy more. I like the talk about the Ascension on Graduation Day as a foreshadowing of the season finale.moreless
  • Enemies

    Faith is finally sniffed out as the Benedict Arnold in this episode. When the mayor assigns her to remove Angel's soul the group devises a plan to find out if she's still on their side or playing for the other team. Angel's brief, though untrue, return to the dark side really highlights this episode, featuring some of Faith's best moments. Faith is one of my favorite characters, and so is Angel. It's nice to see them acting bad together. It's great.

    Buffy's speech to Faith and Faith's response really make this episode. It's one of my favorites. Some people consider Season Three to be the best Season of Buffy. My favorite is Season Two but it's easy to see why with episodes like Enemies.moreless
Gary Bullock

Gary Bullock


Guest Star

Michael Manasseri

Michael Manasseri

Horned Demon

Guest Star

Kristine Sutherland

Kristine Sutherland

Joyce Summers

Recurring Role

Harry Groener

Harry Groener

Mayor Richard Wilkins III

Recurring Role

Alexis Denisof

Alexis Denisof

Wesley Wyndam-Pryce

Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (7)

    • Nitpick: When Faith interrupts the demon's apparent attempt at packing he is holding a fish bowl. The fish bowl appears to contain only clean water.

    • The mayor makes the mistake of thinking that after Angel will presumably kill Buffy another slayer will be called. Since Buffy already died and got a replacement slayer (Kendra, who inturn died and called Faith as the new slayer) Faith is the only one who can get a replacement if she dies.

    • Goof: When Faith first throws the soul changing potion on Angel's shirt it appears to be in the middle of his chest and down his shirt, but in the next scene it shows red spots near the top left (Angel's left) corner of his shirt.

    • The movie Buffy and Angel went to see was called Le Banquet D'Amelia. This isn't an existing movie, it was made up for the show.

    • Goof: There are mysterious spots on Angel's shirt that keep appearing and vanishing when he's talking to Faith (before she does the "spell").

    • Goof: If Buffy's unconscious when Angel chains her to the wall, how is she standing in the next shot when she wakes up?

    • Goof: When Angel picks up the letter opener in the Mayor's office, the reflection of his hand can be seen in the Mayor's nameplate.

  • QUOTES (42)

    • Mayor: I see you're admiring my letter opener.
      Angel: Well, actually, I was thinking of stabbing you through the heart with it.

    • Buffy: That was... very... artistic.
      Angel: Yeah.
      Buffy: Wasn't what I expected. I've never actually seen... well, uh, from the title I thought it was about food.
      Angel: Well, there was food.
      Buffy: Right, the scene with the food. So, feel like getting some hot chocolate? Or some cold shower?
      Angel: I'm sorry. I wanted to take you out somewhere fun. It's been a long time since I've been to the movies. They've changed.
      Buffy: Little scary. And a little not, which is also scary. I'm sorry. I just don't like getting you worked up like that. We can't actually do any of those things. You'd loose your soul, and besides I don't even own a kimono.
      Angel: Buffy, you don't have to worry about me.
      Buffy: I just don't like to rub your nose in it. Suddenly wondering where that expression comes from.
      Angel: Look, I don't need to see movies to get worked up. Just being around you does that just fine. It doesn't mean that I'm going to lose control or that I'm really frustrated around you. It feels nice. Just to feel.
      Buffy: It doesn't drive you crazy? When we're close?
      Angel: Watch this. (He kisses her) See? Safe as houses. (They continue to kiss)

    • Angel: You were a real soldier last night, Buffy.
      Buffy: That's me. One of the troops.
      Angel: I know how hard it was for you.
      Buffy: I really doubt that.
      Angel: Is there anything I can do to make it better?
      Buffy: Look, I know you only did what I asked. And we, we got what we wanted.
      Angel: I never wanted it to go that far.
      Buffy: I know that. It's not even a question of that. It's just, after ... I need a little bit of a break. Please.
      Angel: You still my girl?
      Buffy: Always.

    • Buffy: I went to Angel's last night, and Faith was there. They looked sort of... intimate.
      Willow: No way. I know what you're thinking, and no way.
      Buffy: You're right, Faith would never do that.
      Willow: Faith would totally do that. Faith was built to do that. She's the "do that" girl.
      Buffy: Comfort, remember? Comfort here?
      Willow: I mean, please. Does Angel come up to Faith's standards for a guy? Let's see. Is he breathing?
      Buffy: Actually, no.

    • Wesley: This demon could be anywhere. If these books are as important as he says, he has good reason to hide. Finding him's going to be extremely difficult.
      Xander: Found your demon.
      Buffy: Fashion tip, Wes. Mouth looks better closed.

    • Wesley: The Council isn't entirely aware that I'm letting you work for me. Uh, with me. I don't think they'd be very happy at the idea of the two of us collaborating.
      Giles: I wasn't about to burst into glorious song about it myself.

    • Cordelia: What are you doing Friday night?
      Wesley: Uh, uh... As always, my sacred duty as a Watcher prevents me from... why?
      Cordelia: I have a paper to write for English, and you're English, so I thought... What? Is it so wrong to be getting an insider's perspective?

    • Buffy: Well, we have a winner.
      Xander: And more importantly, two losers.
      Giles: Where did you find that volume?
      Willow: In the top of your book cabinet. With the stuff you try to keep hidden.
      Xander: Hidden? Are there any engravings I should know about? Frolicking nymphs of some kind?

    • Mayor: Well, what are you worried about? Chin up! You don't see me looking disappointed. Heck, no. You know why? Because I know you'll always have me, Faith. I'm the best, the most important friend you'll ever have. Besides, you know, once the Ascenscion starts, the 'in' crowd you're so concerned about? Whoo! They'll be lucky if there's enough left of them to fill a pothole. Promise. Still unhappy? Okey doke. I've got two words that are going to make all the pain go away. Miniature golf.

    • Xander: Yes, I feel so much better knowing that he broke my face in a good way. It's a good bruise.

    • Mage: This restores the balance between us, Rupert Giles. My debt to you is now repaid in full. Do not call upon me again.
      Giles: I shan't. Peace with you.
      Mage: And with you.
      Willow: His debt to you is repaid? What did you do?
      Giles: I introduced him to his wife.

    • Buffy: Graduation day. You think we missed anything?
      Angel: I think we know everything she knows.
      Buffy: May I say something? Psych!
      Faith: You played me. You played me!

    • Faith: Keep dreaming. No one can stop the Ascension. Mayor's got it wired, B. He built this town for demons to feed on and come graduation day, he's getting paid. And I'll be sitting at his right hand. Assuming he has hands after the transformation. I'm not too clear on that part. And all your little lame ass friends are going to be kibbles'n'bits. Think about that when your boyfriend's cutting into you.

    • Buffy: Faith, listen to me!
      Faith: Why? So you can impart some special Buffy wisdom, that it? Do you think you're better than me? Do you? Say it, you think you're better than me.
      Buffy: I am. Always have been.

    • Faith: You get the Watcher. You get the mom. You get the little Scooby gang. What do I get? Jack squat. This is supposed to be my town!

    • Faith: Everybody always asks, why can't you be more like Buffy? But did anyone ever ask if you could be more like me?
      Angel: I know I didn't.

    • Buffy: Why, Faith? What's in it for you?
      Faith: What isn't? You know, I come to Sunnydale. I'm the Slayer. I do my job kicking ass better than anyone. What do I hear about everywhere I go? Buffy. So I slay, I behave, I do the good little girl routine. And who's everybody thank? Buffy.
      Buffy: It's not my fault.

    • Buffy: Faith, listen to me very closely. Angel's a killer. When he's done with me, he'll turn on you.
      Angel: She's right. I probably will.
      Faith: Yeah? Hunh. Guess we'll just have to keep you around for a while then. Before we get started, I just want you to know, if you're a screamer, feel free.

    • Buffy: You don't know what you're doing.
      Faith: Really? Weird, because something about all this just feels so right. Maybe it's one of those unhappy childhood things. See, when I was a kid I used to beg my mom for a dog. Didn't matter what kind. I just wanted, you know, something to love. A dog's all I wanted. Well, that and toys. But mom was so busy, you know, enjoying the drinking and passing out parts of life, that I never really got what I wanted, until now.

    • Faith: Bondage looks good on you, B. The outfit's all wrong, but, hey!

    • Angel: Morning, sleepyhead. You know what I just can't believe? All of our time together and we never tried chains. Well, can't dwell on the past, especially with the future we have ahead.

    • Xander: You know how some people hate to say I told you so? Not me, I told you so. Angel's back in the really bad sense, and uh, I told you so.
      Wesley: Angelus has turned? Xander, this is terribly serious, are you sure?
      Xander: Gee, let me think. Kind of hard to tell, last thing I remember was his fist.
      Wesley: We must contact Giles immediately.
      Xander: Good thinking. Let's waste time with a lively debate, leave Buffy alone, see how dead she gets.
      Cordelia: Slow down, Xander, this isn't Wesley's fault.
      Xander: Actually, it is. Faith was your responsibility. Guess who's Angel's new playmate?
      Willow: Faith and Angel? Together?
      Xander: Imagine the possibilities.

    • Angel: One thing I learned about Buffy, she's so cute when she's sleeping.

    • Buffy: No.
      Angel: Yeah, I know what you're thinking. Maybe there's still some good deep down inside of me that remembers and loves you. If only you could reach me. Then again, we have reality.

    • Angel: You know, I never properly thanked you for sending me to Hell.

    • Buffy: Okay, let's get the books someplace safe. Where are they?
      Angel: Actually, there's been a slight change in plan, Buff.
      Buffy: Buff? You just called ... What's the matter with you?

    • Angel: Mmmm. Can't be killed, but you don't like germs?
      Mayor: Uck, ew, awful things, unsanitary. But my question is, now that Faith has brought you back, what are your intentions?
      Angel: Well, gee, sir, I thought I'd find that Slayer that's given you so much trouble and torture, maim, and kill her.

    • Mayor: You see, I'm what you might call impervious. Can't be killed, or harmed in any way. And that's just a cornerstone in my plans for this great town of ours.

    • Cordelia: I'm in Wesley's group.
      Giles: There is just the one group.
      Cordelia: Yes! And I am in it.

    • Wesley: Our enemy has us at a disadvantage. We seem to be consistently one step behind him. Now he has the Books of Ascension. We must take definitive action.
      Cordelia: You have the greatest voice. Have you ever thought about doing books on tape?

    • Angel: I should have known you'd like it on top.
      Faith: You want to listen or you want to die?
      Angel: As long as you're there, I mostly want you to wriggle. But I'm listening.

    • Angel: Thanks, so much. It's good to have the taste of a Slayer back in my mouth. It's like cigarettes, you know, just when I thought I'd quit. No, don't get up. It's good to be back in Sunnydale. Nice climate, plenty to eat, no tortured humanity to hold me down. But you know what bothers me? You don't seem to be getting the big picture here, Faith. Now I don't know why you turned me, but I'm just glad you did.

    • Faith: Look, I'm not so good at apologies. Mostly because I think the world's out to screw me so I'm generally more owed than owing. But I've been thinking about last night and I want you to know I was really sorry.

    • Buffy: I'll remember to mention that.
      Faith: Mention what? Where we going, girlfriend?
      Buffy: Actually, I can handle this one solo.
      Faith: Why should you get to have all the fun? Share, share, that's fair, right?

    • Wesley: Wait for Faith.
      Buffy: That could be hours. The girl makes Godot look punctual. I'll just go myself.

    • Faith: I'm scared. Scared of what I am, what I'm turning into. Cold-blooded straight up killer.

    • Demon: Ow! Ooh! What are you, nuts? Going around punching people?
      Buffy: People?
      Demon: So what, I'm a demon. That makes it okay?

    • Faith: Check out the lust bunnies.

    • Mayor: Now, then, Angelus... may I call you Angel?
      Angel: Well, actually, I'm thinking more along the lines of you calling me Master.
      Mayor: You know, Angelus, attitude may get you attention, but courtesy wins respect.

    • Giles: Demons after money. Whatever happened to the still-beating heart of a virgin? No one has any standards anymore.
      Buffy: I'll remember to mention that.

    • Buffy: I never knew you had so much rage inside you.
      Faith: What can I say? I'm the world's best actor.
      Angel: Second best.

    • Faith: In case you haven't noticed huh Angel's with me.
      Buffy: And how'd you get him Faith? Magick. 'Cause in the real world Angel would never touch you and we both know it. You had to tie me up to beat me. There's a word for people like you Faith. Loser.

  • NOTES (4)


    • Buffy: The girl makes Godot look punctual.
      This is a reference to the play Waiting For Godot by Samuel Beckett. In the play two characters, Vladimir and Estragon, wait by the side of the road two nights in a row (that we see) for Godot. It was originally written in French and was translated into English by the author and is one of the most famous and most accessible works in post-modern literature.

    • Faith: It's just a matter of time before this demon guy is gonna spill. Then Buffy and the Superfriends are gonna ...
      Superfriends was a television show of cartoon superheroes. Faith uses the term to refer to Buffy's friends who are more commonly called the Scooby gang, another cartoon reference.

    • Faith: And all your little lame ass friends are going to be kibbles 'n' bits.
      Kibbles 'n' Bits is a brand of dog food. Faith isn't sure of the details but at least hints that the people of Sunnydale will literally become food for the demons if the Ascension occurs.

    • Mayor: Not that I read much poetry except for those little ones in the Reader's Digest.
      Reader's Digest is a magazine which collects and abridges articles from other sources. The poetry that exists in the Reader's Digest is most often in such a short form that it should be considered a quote from the larger work.