Writer: Drew Z. Greenberg
Director : David Solomon

Cast : Sarah Michelle Gellar as Buffy Summers, Nicholas Brendon as Xander Harris, Emma Caulfield as Anya, Michelle Trachtenberg as Dawn Summers, James Marsters as Spike, Alyson Hannigan as Willow Rosenberg.

Main guest stars : Anthony Stewart Head as Rupert Giles, Tom Lenk as Andrew, Iyari Limon as Kennedy, Adam Busch as Warren, Elizabeth Anne Allen as Amy Madison
Original broadcast date : February 4, 2003

My one-line description: Should’ve been called “The Kisser in Me”.

At the Summers home, Giles is nervously preparing for the vision quest he’s taking the SITs on. He wants to make sure Buffy and Dawn will be OK, but Buffy points out that this trip is important for the girls. Giles comments that the vision quest will help the SITs understand who they are, and snidely wonders who once told him that it involved “doing the hokey pokey dance and being visited by rasta-mama Slayer”. Buffy innocently replies that she didn’t put it exactly that way.

Willow comes down from upstairs, saying she’s getting some tea for Kennedy, who apparently has the flu and won’t be going for the vision quest. Xander comes in and tells Giles he should get out to the car, as the girls are arguing over who gets to drive first. Anya follows in, saying that they should get Molly out of the trunk. Giles leaves, asking Buffy to be safe while he’s away.

Buffy walks down to the basement, where Spike is sitting casually on a cot, his wrists chained to the wall. She plops down beside him and voices her relief at having the bathroom to herself for two days, then asks Spike why he chained himself up. He says that he thinks it’s safer to chain himself up while the SITs are gone, at least until they know for sure the First isn’t controlling him. Buffy agrees, saying that it’ll probably be easier to help him without the SITs around. “Buffy”, he calmly says… “Ow”. “Ow?” she asks. Then Spike clutches his head in pain and slams back against the wall, saying it’s the chip. Then he howls in pain as Buffy looks on, panicked.

Later that night, Buffy comes into the kitchen, where Willow asks her how Spike is doing. She replies that the pain comes and goes, and wonders how Willow’s own “patient” is doing. Willow says that she’s making tea for Kennedy, and Buffy teases her, wondering if tea is all there is to it… She then asks the redhead what she remembers about Spike’s chip, and Willow replies that there’s not much, they didn’t have a lot of research to go on before. Buffy informs her that there may be something wrong with the chip. “Well, this should be fun”, Willow remarks as she leaves with the cup of tea. Buffy teasingly tells her to have fun with the teaaa… “Well, not when you make it should all dirty like that”, Willow quips back.

Willow goes back upstairs and finds Kennedy putting on her boots – not looking sick at all. A slightly ticked Willow says now Xander will have to drive her to the desert for the vision quest, but the SIT says that she has her own mission, which involves Willow…

At the Bronze, Willow and Kennedy sit at a table, with tropical drinks in front of them. Willow isn’t too happy that this is Kennedy’s “mission”, and gets up to leave. Kennedy asks her to stay… and comments that she’s sexy when she pouts. Willow agrees to stay for one drink. Kennedy starts by asking Willow how long she’s known she was gay. Willow is taken aback, but grows interested as Kennedy tells her how she can tell if a woman is gay or not. Willow finally admits that it was three years ago, and that it wasn’t “women” – it was one woman.

Spike lies on his cot, exhausted, with a few drops of blood from his nose on the pillow. Buffy tends to him, handing him a handkerchief and telling him that they’ll get into research to find out what is causing this. Spike replies that it’s not a research thing, and Buffy agrees – it’s a phone thing.

Kennedy asks Willow if her parents know, and the redhead replies that her mother at first thought it was a political statement. Then the talk centers on Tara, and Willow grows embarrassed, saying her and Tara were “kind of private”.

Buffy is on the phone trying to reach Riley, while Spike sits in the stairs beside her. While she tries to ascertain whether the flower shop she’s reached is really a wrong number of just a cover, Spike has another attack. She hangs up, musing that the “flower shop” cover is probably part of the conspiracy, and Spike says that his most recent attack wasn’t that bad. But then he has another one, which sends him into screams of pain.

At the Bronze, Kennedy explains that she knew early on that she was gay. Willow comments that she doesn’t get why Kennedy is so interested in her. “Have you seen you?” the SIT asks with a smile. She lists the reasons she likes Willow, including the way she speaks and her “perfectly lickable” freckles. She admits to not liking the whole magic bit, but as it matters to Willow, it matters to her.

Willow and Kennedy arrive home and go up to the bedroom. Willow prepares to take her leave, saying that she’s glad they talked this out. Kennedy replies that in the spirit of air cleaning, she needs to be honest about something. She moves in closer and… they kiss. “Well, that was nice”, comments a man’s voice when they break apart. Kennedy stumbles back in shock as she looks at… Warren.

Willow asks Kennedy what’s wrong, as the SIT backs away, her eyes wide with shock. Kennedy asks what she is, and Willow goes to a closet mirror, where she gets the surprise of her life… she’s Warren. Kennedy asks what it is. “It’s the man that I killed, Willow/Warren replies grimly.

Followed by Kennedy, Willow/Warren rushes downstairs and into the living room, where Dawn, Xander and Anya jump and back away in fear (NOTE: at this point, and for the rest of the episode, Willow/Warren is played alternately by Alyson and Adam). Willlow/Warren tries to convince them that she really is Willow, and tells them to ask Kennedy – but the SIT says she’s not sure what’s going on. Just then, Andrew walks in, sees W/W, and the bowl he’s carrying drops to the floor. He says the First is back, and rambles about not listening to it anymore. W/W forcefully claims she’s not the First. Buffy walks in, sees Warren… and slugs Willow across the jaw. W/W gets up, as Buffy realizes she’s hit someone real. W/W is desperate for someone to believe her, and finally Kennedy says that it’s her. Xander wonders if she’s sure; "There are other stories from kindergarden, non-yellow crayon stories, in which you don't come out in such a good light", W/W announces. She starts to tell about some Aquaman underoos, and Xander cuts her off, recognizing she’s Willow. Spike appears and has another chip episode, but falls to the floor unnoticed as the gang tries to ascertain what happened to Willow. W/W thinks her subconscious brought this on somehow, out of remorse for killing Warren. She then decides she’ll fix it – she’s embarrassed that the others have to see her like this. Buffy tries to stop her as she leaves, but W/W is intent on fixing this on her own. Besides, she says, glancing at Spike, they have other stuff to worry about. The gang’s attention centers on Spike, and Kennedy takes the opportunity to slip out and go after W/W.

Kennedy catches up to W/W in a darkened street. W/W isn’t too happy about seeing her, but Kennedy insists on tagging along; W/W finally relents. To Kennedy’s question as to where they’re going, W/W announces they’re going to see some old friends, who may be able to help (she tried undoing the spell herself, but something’s blocking her).

Spike and Buffy walk through the woods with flashlights and find a spot where Spike believes the old entrance to The Initiative is. They dig in the ground, and effectively find a grate. Buffy comments they should look for files and such, try to get as much info as they can on the chip. The two slip through the hole and drop into the abandoned Initiative headquarters.

At the Summers house, the phone rings and Andrew jumps up – too eagerly – to answer it, as the others look on in dismay. After a moment, he asks them if they know a British guy named Robson.

Xander hangs up the phone, explaining that Robson was attacked. Robson said that he’d blacked out, but the last thing he clearly remembered was a Bringer swinging an axe lethally close to Giles’ head. When he came to, both the Bringer and Giles were gone. Grim-faced, the Scoobies wonder whether Giles is actually the First… Suddenly they realize that they haven’t seen Giles touch anything or hug anyone, and bolt up from their seats to leave. Andrew, learning that they’re going out to the desert after Giles, wants to come, and after some argument, Xander agrees – albeit very reluctantly. Xander and Anya are VERY concerned about the SITs, out there all alone with Giles…

In the desert, Giles sits alone in front of a campfire, a mysterious look on his face, a row of tents behind him.

At UC Sunnydale, a dozen girls are on a small theatre stage meditating when W/W and Kennedy barge in. The Wiccan leader asks who they are, and W/W introduces herself as Willow, they met previously. She looks at the burning candles and is impressed that the Wiccans are no longer just doing bake sales – however, the leader says that they still do, second Tuesday of every month. She adds that it’s hard to believe that W/W is actually her. “Um, no, it’s actually her”, pipes up a voice… Amy, who announces that she knows her. W/W looks at her warily, as Amy says gently that she’s sorry for what she’s done and is seeking help from the Wiccans. She asks how this happened, and W/W tells her that she has this problem and can’t seem to shake it. Amy says the Wiccans are more into life force and stuff than magic, but promises they’ll try to help.

A bit later, the Wiccans are seated in the audience while Amy and W/W sit cross-legged on the stage, facing one another, holding a glowing orb. Quickly, the orb begins to burn W/W’s hands, and she yelps in pain. “It didn’t work?” Amy asks. “No it didn’t, you dumb bitch!” W/W exclaims, slapping Amy hard. Amy and the Wiccans are petrified, and Willow realizes she really is turning into Warren…

She runs out of the room, and Kennedy follows. W/W is shocked that she’s turning into a murderous man, and Kennedy tries to calm her down, saying they can still help. W/W lashes out at her, saying that she doesn’t know anything about magic, and in case she didn’t notice, their date is over. She storms out, conjuring a barrier to keep Kennedy from following.

In the Initiative headquarters, Buffy and Spike, moving along with their flashlights, come upon the bodies of the personnel in lab coats and demons – they were just left there, Buffy realizes with shock. Spike spots a door and remembers it leads to the med lab. As they walk through and keeping exploring, they hear a sound…

In Xander’s car, Andrew is making a pest of himself (as usual), trying to get the gang to play games. Anya is worried at what they’ll find if Giles truly is the First, and Xander comments that he probably didn’t take the SITs in the desert to meditate. He thinks that the First may even know they’re coming. Dawn notes they don’t have a Slayer or a witch. "Just a teenager, a powerless former demon, and two big geeks”, Anya quips.

Walking down an alley, W/W suddenly sinks down against a wall and starts weeping. “Look at me, crying like a little girl”, she says in Warren’s inflexion. She gets up and walks off with a look of purpose.

In the Initiative, Spike and Buffy are searching with the flashlight for the source of the noise. Suddenly, there’s a growl – a form lunges out of the shadows and knocks Buffy to the ground.

Amy is packing up candles and stuff while informing Kennedy that the others took off – the entire thing was too creepy, even for them. She then tries to comfort Kennedy, saying that Willow is strong and has been through a lot worse – even before she found herself a big strong potential Slayer bodyguard. An alarmed Kennedy notes that she never told Amy she was a potential Slayer. “Oops”, Amy says with an evil smile, realizing she’s busted.

Spike can hear the demon and Buffy fighting, and he moves to help – but then the chip fires and he crumples to the ground, cursing at the bad timing. The demon sees this and abandons Buffy; he grabs the now-unconscious Spike and drags him off in the shadows, while a dazed Buffy calls after him.

Meanwhile, W/W is at the gun shop, ordering the same model he got last time…

In the desert, Giles rises and takes a few steps in the night. Suddenly, Xander, and gang jump him, pinning him down to the ground! They touch and feel him to make sure he’s human, much to Giles’ dismay. He comments he’s sure there’s a perfectly, non-insane reason why they’re doing this, and they tell him that they thought he may be non-corporeal evil, since he hasn’t touched anything or anyone since he got back… "Now wait a minute... you think I'm evil if I bring a group of girls on a camping trip and DON'T touch them?" asks a baffled Giles.

Buffy searches for Spike, calling his name. Suddenly the demon attacks her, and she picks up a pole or something in the darkness, with which she manages to dispatch him. She finds Spike and kneels by him, asking if he’s still with her. Suddenly the lights click on, revealing commandos on a catwalk overhead, aiming rifles at the pair. The leader of the troop signals for his men to lower their guns, and informs Buffy he’s there at Agent Finn’s request to provide any assistance in helping “ass-face” – Riley’s exact words.

Daytime. W/W walks down a street, the gun in her hand, looking determined.

Buffy looks at Spike laying on a gurney; the commando leader comes up to her and confirms that the chip is indeed deteriorating. If it stays in him, it will kill him. He adds that the intervention has to be done now, but that what comes next is Buffy’s call, per Riley’s instructions – the chip can either be repaired, or removed.

Kennedy angrily asks Amy why she did this to Willow, but the witch just smirks back. The SIT makes a move at her, but with a move of the hand, Amy throws her onto the theatre stage. Amy then coldly admits that she put a hex on Willow – a hex that lets the victim’s subconscious choose the form of punishment. Kennedy asks if Amy really hates Willow that much, but Amy says it’s not about hate – it’s about power. She’s jealous that has to work so hard for it while it comes so easily to Willow; and she’s angry that Willow almost ended up destroying the world, but still everyone keeps loving her. Kennedy angrily comments that Willow is fading away, but Amy thinks it’s Willow’s fault, not hers. She wonders where Willow could be right now, and as Kennedy lunges at her, she snaps her fingers…

…and Kennedy appears in the Summers backyard. She looks around in confusion… and suddenly W/W marches in. "You thought you could do that to me? That you thought you could get away with that?" she spits at Kennedy, repeating Warren’s words to Buffy. She cocks the pistol and aims it at the SIT; Kennedy asks what she’s done. “Make it stop”, Willow pleads, fighting with Warren inside her. “Willow, what did you do?” Kennedy asks. "You were there, bitch, you saw it…. I killed her!” W/W says. Kennedy asks what she means, and W/W answers by blaming her for making her forget and allowing Warren to manifest himself. “Tara…” Kennedy realizes. W/W accuses Kennedy of tricking her into kissing her, but then Willow emerges and pleads her for help – Warren is winning, and she’s being punished for forgetting Tara in the instant they kissed. As Kennedy tells her kissing wasn’t wrong, W/W sinks to the ground, lowering the gun and collapsing in tears as she pleads for Tara to come back.

Kennedy approaches Willow and gently says that she’s figuring this magic thing out. She leans in to kiss W/W, who stops her, asking her what she’s doing. “Bringing you back to life”, she says, and the two kiss… and slowly, Warren disappears. The two break off, and realize happily that Willow is back. Willow says she’s tired… Kennedy supports her as they walk back into the house, and she promises she’ll make Willow some tea.

Special thanks to Loey.