Buffy the Vampire Slayer/Empty Places

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Empty Places
Empty Places
Season 7, Episode 19
Airdate April 29, 2003
Production Number 7ABB19
Written by Drew Z. Greenberg
Directed by James A. Contner
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Buffy the Vampire SlayerSeason Seven

Empty Places is the nineteenth episode of the seventh season of Buffy the Vampire Slayer, and the one-hundred and forty-first episode overall.

Starring: Sarah Michelle Gellar (Buffy Summers), Nicholas Brendon (Xander Harris), Emma Caulfield (Anya), Michelle Trachtenberg (Dawn Summers), James Marsters (Spike)

and Alyson Hannigan (Willow)

Special Guest Star: Anthony Stewart Head (Rupert Giles), Eliza Dushku (Faith), Nathan Fillion (Caleb)

Guest Starring: Tom Lenk (Andrew Wells), Iyari Limon (Kennedy), Indigo (Rona), Sarah Hagan (Amanda), Kristy Wu (Chao-Ahn), Dorian Missick (Young Police Officer), Larry Clarke (Monk)

and DB Woodside (Principal Wood)

Co-Starring: Mary Wilcher (Shannon), James C. Leary (Clem), Justin Shilton (Munroe), Nathan Brooks Burgess (Duncan), David Grammer (Crazy Citizen)


Plot Overview

While combing for clues about Caleb, Spike is sent with Andrew to investigate a lead. Buffy believes he and the First are distracting them from something else, but following the defeat at the hands of Caleb, everyone begins to question her leadership.


Monster of the Week

  • There's no monster of the week in this episode, it deals mainly with the lack of faith in Buffy's leadership and Caleb's origins.

Body Count

  • No one is killed in this episode, although a great number of cops are wounded.

Arc Advancement


  • Sunnydale: Like rats from a sinking ship, nearly everyone who lives in Sunnydale is attempting to escape due to the bad mojo around, including Clem.
  • Potentials: After the events that happened in the vineyard, the potentials tell Buffy that she's being reckless and hold a vote to install Faith as their new leader.
  • Back to the Beginning: Almost everything Anya said in her speech about Buffy's superiority is what Buffy said to Giles in the first episode of the series, "Welcome to the Hellmouth".


  • Faith: Faith's jailbreak finally catches up with her when she is apprehended by some overzealous police officers.
  • Buffy: The potentials and the rest of the gang finally give a vote of no confidence in Buffy. The entire group seems to be against her, especially when she says that they need to go back into the vineyard. She leaves the house and the group.


  • 6x06 - All the Way: Xander makes a reference to the pirate costume that he wore last season on Halloween.
Xander: Well, to go with the eye patch, to really complete the look. I think I still have that costume from Halloween.
  • 7x16 - Storyteller: Anya and Xander's "exciting breakup sex" happened after they talked through their feelings and realized that they should see if they are really still in love or not.
Anya: 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 breakup sex.
  • 3x13 - The Zeppo: Faith seduced Xander during his "very strange day" on which he winds up getting chased by zombies, Oz, and some demons.
Faith: Whenever she starts talking about getting all sweaty with Xander like that I just remind her I had him first.
Spike: 'Cause, you know, sometimes our missions end up with you trying to kill me.
  • 5x11 - Triangle: Spike's love of the flowering onion has appeared once before when he talked about it twice in the fifth season. Once in Triangle and another time in "Crush".


The Show

  • Music The band that plays at The Bronze is Nerf Herder, who plays "Rock City News" and "Mr. Spock". Nerf Herder is also the band that plays the theme song for the series, which explains Kennedy's question "What kind of band plays during an apocalypse?" Dawn's reply that they may be a sign also relates to this because their theme song prefaces every episode (all of which have some kind of menace of varying apocalyptic levels).
  • Final Appearance: Clem makes his final appearance on the show when he's shown driving out of town. This is also the last appearance of The Bronze.

Behind the Scenes

Allusions and References

  • Jaws 3D: Xander references Jaws 3D, a sequel to the original Stephen Spielberg movie with the addition of a 3D gimmick. Because the effect is achieved with glasses that have one red lens and one blue lens, it wouldn't work on someone with only one eye. Xander sees this as positive because Jaws 3D is widely considered to be the worst of the movies and a shameless cash-in on the popularity of the first.
Xander: And you know what the best part is? No one will ever make me watch Jaws 3D again.
  • Don Quixote: Giles references the novel Don Quixote, in which the main character is determined to fight something that he perceives to be a monster but is actually just a windmill.
Faith: Listen, we're fighters, all of us, but you gotta give me something to fight, something real, not--
Giles: Windmills.

Memorable Moments


  • When Giles shoves Andrew off after Spike, there is an awkward edit. The single shot where he pushes him off and turns to pick up his cup of tea, there is another shot spliced in where he already has it and up to drink.


  • Buffy: You sent away the one person that's been watching my back... again.
Giles: We're all watching your back.
Buffy: Funny. That's not really what it feels like.
  • Andrew: You sure you don't wanna stop and pick up some burgers or something, you know, road trip food?
Spike: It's not a road trip. It's a covert operation.
Andrew: Right. Right. Gotcha. I be—I bet even covert operatives eat curly fries. They're really good.
Spike: Not as good as those onion blossom things.
Andrew: Ooh, I love those.
Spike: Yeah, me, too.
Andrew: It's an onion... and it's a flower. I — I don't understand how such a thing is possible.
Spike: Well, see, the genius of it is you soak it in ice water for an hour so it holds its shape. Then you deep-fry it root-side up for about 5 minutes.
Andrew: Masterful.
Spike: Yeah. (beat) Tell anyone we had this conversation, I'll bite you.
Andrew: Right.
  • Buffy: Look, I wish this could be a democracy. I really do. But democracies don't 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.
Anya: And it's automatically you. - You really do think you're better than we are.
Buffy: No--
Anya: But we don't know. We don't know if you're actually better. I mean, you came into the world with certain advantages, sure. I mean, that's the legacy.
Buffy: I--
Anya: 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.