|Buffy the Vampire Slayer|
|Season 2, Episode 21|
|Air date||May 12, 1998|
|Written by||Joss Whedon|
|Directed by||Joss Whedon|
"Becoming, Part Two"
|Sarah Michelle Gellar||Buffy|
|Anthony Stewart Head|| Giles |
|Special Guest Starring|
|Max Perlich|| Whistler |
|Armin Shimerman|| Principal Snyder |
|Shannon Welles||Gypsy Woman|
|Zito Kazann||Gypsy Man|
|Nina Gervitz|| Teacher |
|Cindy Folkerson||Burning Vampire|
|Thomas G. Waites||Second Cop|
The episode is narrated by an enigmatic demon named Whistler, who talks about how in every life there are turning points where certain moments in your life help to determine the course of your life, with some moments being simple, subtle ones. Key events in Angel's past are interlaced with current events in Sunnydale.
Galway, Ireland 1753: Liam, the man who will become Angelus, is kicked out of a tavern along with his friend because they have run out of money. The friend slumps in the snowy road while a drunken, unsuspecting Liam is lured into an alley by a beautiful blonde. The mysterious blond woman is Darla, who bites the man and thus sires Angelus.
Sunnydale, 1998: Buffy Summers tries to send a war message to Angelus via a vampire, who refuses to do the chore. She stakes him as Angelus watches from afar. The next day, Rupert Giles visits a museum that has just discovered a big stone block. The man in charge, Doug Perren, agrees to wait for Giles to examine it, and Giles discovers an opening in the rock. Meanwhile, Willow Rosenberg offers to help Buffy study for the chemistry final.
London, 1860: Drusilla is a young Catholic girl who enters a confessional booth just as Angelus kills the priest behind the screen. She tells the man she thinks is the priest about her unwanted visions, such as one of a cave-in at a mine that had happened that morning. He derides her as a devil child before finally agreeing to let her go with ten Our Fathers and an Act of Contrition.
Sunnydale, 1998: Drusilla lets Angelus know what she and Spike read in the paper about the museum's new discovery. They decide to pay a visit to the curator. Meanwhile, Buffy is struggling with Willow's lesson when her pencil slips to the floor beside the floppy disk Ms. Calendar had dropped beside the teacher's desk. Willow pops the floppy into the computer and they are shocked when they realize the content—unbeknownst to them, Jenny had just translated the document telling how to curse Angel, and saved it on that disk, when Angel killed her.
Romanian woods, 1898: The body of a young Gypsy girl lies on a table next to a fire as an elderly woman recites a curse before an Orb of Thesulah that seems to light up from the inside. Angelus runs through the woods towards the camp. The woman completes the ritual and Angelus, now Angel, falls to the ground. His eyes glow and his soul is restored. A Gypsy elder emerges beside Angel, rejoices over Angel's suffering, and predicts that Angel will soon remember and feel remorse for every vile act he has committed over the previous hundred years.
Sunnydale, 1998: Giles explains that the ritual requires much knowledge about magic, but Willow is undeterred. Xander Harris believes that Angelus should die for his crimes and upsets Giles with his comments about Ms. Calendar. Xander thinks Buffy is selfish. She leaves to clear her head and encounters fellow Slayer Kendra, who has returned with information that a dark power is about to rise in Sunnydale. At the same time, Drusilla kills the curator while Angelus and his minions steal the statue. Angelus returns to tell Spike the story of Acathla, a demon that came to suck the world into Hell. A virtuous knight stabbed him in the heart before he could draw a breath, but someone worthy can remove the sword to awaken Acathla. Angelus wants to make history end.
Kendra has brought a sword blessed by the same knight who stopped Acathla.
Manhattan, New York 1996: A dirty Angel stumbles aimlessly through the streets, looking like a derelict, and ends up in an alley lined with trash, where he attempts to kill a rat for food. A good demon, Whistler, appears out of the darkness and asks for a chance to show him something so he can make a choice about whether he wants to change.
Los Angeles, 1996: A black car stops in front of Hemery High, and Angel rolls down the window just enough to catch a glimpse of a young Buffy exiting with three friends. She is a bit vain, vacuous, and definitely spoiled. Then a Watcher finds her and shocks her with a tale about her destiny fighting vampires. He then observes her in a cemetery staking her first vampire rather clumsily. Then he watches as she goes home. Her father yells at her for being gone without telling them where she was going, but her mother seems a bit more understanding. Angel decides that he wants "to be somebody."
Sunnydale, 1998: Angelus kills a human, spreads blood on his palm, then recites an incantation in Latin, and tries to pull out the sword, in vain. Spike is amused, but Drusilla is not. Angelus decides to pay a visit to an old friend to find out what he should do to complete the ritual. The next day, Buffy and Willow are taking an exam when a vampire walks to the front of the classroom and self-immolates, telling Buffy as she is killed by sunlight that she must meet Angelus that night. The Scoobies fight about whether or not they should perform the restoration spell. Xander wants Angel killed. Buffy wants him to be restored, though she has accepted she might have to kill him. Buffy asks Willow to perform the restoration as a safety measure and asks Kendra to stay behind to protect her friends. Willow says it will take around a half of an hour to perform the spell, so Buffy should fight to delay Angel to give them time to complete the spell.
Buffy finds Angelus at the cemetery and they start fighting. However, Angel has used the same ploy he used before, diverting Buffy while a group of vampires attack her undefended friends. Willow gets knocked out and trapped under some fallen bookshelves, and Xander ends up unconscious on the upper level. Cordelia Chase is the only one able to escape. Drusilla enters and hypnotizes Kendra before slicing her neck. Kendra falls to the ground, motionless. Drusilla says they should take what they came for, and leave. At that, the vampires drag away an unconscious Giles as Buffy bursts into the school. She rushes to the Library, and finds Kendra's body and realises that she's dead, and takes her hand. She reaches to Kendra's face with her other hand and strokes it gently. As Buffy mourns her fellow Slayer, a police officer appears and tells her to freeze.
- The first significant flashback sequences, showing the history of the characters.
- Darla's first appearance since her death in the episode "Angel."
- We see the way Angelus tormented Drusilla in life; she had a talent like Cassie's.
- The details surrounding Angel's turning are further expounded upon in the Angel episode "The Prodigal".
- Buffy is revealed to have shared many personality traits with Cordelia Chase before she became the Slayer. In a later episode, Buffy remarks that one of the only things that make her grateful about becoming the Slayer is that it made her a better person. Cordelia will feel similarly about herself after coming into the visions.
- When Giles reveals he has an Orb of Thesulah, he mentions that he's been using it as a paperweight. This is a call-back to the episode "Passion", in which the magic shop owner told Jenny Calendar that he usually sold the relics to tourists as New-Age paperweights.
- When Willow proposes to try to perform the spell, Giles warns her that she may be opening a door that can't be easily closed. He's right—the discovery of Ms. Calendar's floppy disk sets Willow on a path of magic. She begins practicing seriously in season three, and grows steadily more powerful as the series progresses. Her magic becomes an important plot device in later seasons, particularly season six. Willow ultimately grows so powerful she is able to turn all Potential Slayers into fully-empowered Slayers in the final episode.
- Giles's concerns about Willow tapping into the deeper magicks will prove well-founded in Season 6.
- Kendra meets her end, making way for a darker Slayer in the following season.
- Buffy and Xander's fight about whether or not Angelus should be killed for his crimes is much like the one they'll have about Anya in Season 7's Selfless, only the roles are reversed. She will even make mention of this argument during the latter one.
- Whistler says that there are moments in a person's life that affect the whole path their life will take, even though they might not know it. This episode features several such moments:
- Liam agrees to Darla's offer to show him the world, leading to his existence as a vampire.
- Angel sees Buffy for the first time, marking the beginning of their deeply intertwined fates. This would also set in motion that predestined "evolution" that they were supposed to complete in "Twilight" and "The Hero of His Own Story".
- Buffy accompanies Merrick and kills her first vampire, thus losing her innocence and taking on the mantle of the Slayer.
- Willow's casting of the Restoration spell is her first step on the path to becoming a powerful, powerful witch.
- Angelus sets out to free Acathla, sealing his fate.
- Spike allies himself with Buffy in order to leave with Drusilla, resulting in their breakup and his eventual integration into the Scoobies and ascension to a Champion.
- This episode marks the second time a vampire is killed by immolation in sunlight--the first being the Anointed One in School Hard--but the first one shown on-screen.
- This episode specifically reveals that Angel became a vampire two hundred an forty-five years prior to this episode, and received his soul one hundred years prior.
- This episode introduces the concept of benevolent balancing demons (in this case, Whistler).
- In the flashback we see that Buffy misses the heart the first time she tries to stake a vampire just as she later tells Dawn she did
- Two vampires, dusted by Buffy
- Angel, sired by Darla
- Kalderash girl, drained by Angelus
- Doug Perren, drained by Drusilla
- Unidentified man, sacrificed by Angelus
- Vampire, killed herself while sending a message in daylight
- Vampire, dusted by Kendra
- Kendra, throat slit by Drusilla
- Galway, Ireland (1753 in flashbacks)
- Sunnydale, California
- London, UK (1860 in flashbacks)
- Manhattan, New York City (1996 in flashbacks)
- Los Angeles, CA (1996 in flashbacks)
- Woods of Romania (1898 in flashbacks)
Behind the Scenes
- This line was cut for length: 
- Whistler: "There are three kinds of people that no one understands: geniuses, madmen, and guys that mumble."
Goofs, Bloopers & Continuity Errors
- Cordelia mispronounces emu.
- This episode makes it appear as though Angel had been living on the streets ever since his ensoulment, however, it's made clear in Angel that this is not the case the entire time-it seems to be indicated in "The Prodigal" and "Orpheus" as though his living on the streets was early in his history as Angel and then after the incident in the diner.
- In the 1996 flashback, the reflection of Angel's hand on the steering wheel can be seen in the side mirror.
- Christophe Beck - "As Angel Becomes"
- Christophe Beck - "Cursed"
- Christophe Beck - "Devil's Child"
- Christophe Beck - "Massacre" (Buffy the Vampire Slayer: The Score)
- Christophe Beck - "Show Me Your World"
|Spike - "It's a big rock. I can't wait to tell my friends. They don't have a rock this big."|
|Kendra - "In case the curse does not succeed, this is my lucky stake. I have killed many vampires with it. I call it Mr. Pointy."|
|Buffy - "You named your stake?"|
|Kendra - "Yes."|
|Buffy - "Remind me to get you a stuffed animal."|
|Buffy - "Oh, we better go. I haven't even started studying for finals yet."|
|Xander - "Oh, yeah, finals! Why didn't you let me die?"|
|Spike - "Let me guess, someone pulls out the sword ..."|
|Angelus - "Someone worthy."|
|Spike - "...The demon wakes up and wackiness ensues."|
|Drusilla - "He will swallow the world."|
|Angelus - "And every creature living on this planet will go to hell. My friends, we're about to make history ... end."|
- ↑ Golden, Christopher, and Nancy Holder. The Watcher's Guide, Vol. 1. New York: Pocket Books, 1998.