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Buffy the Vampire Slayer
Season 7, Episode 7
707 CWDP
Air date November 12, 2002
Written by Jane Espenson
Drew Goddard
Directed by Nick Marck
Episode Guide
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Alyson Hannigan Willow
Guest Starring
Danny Strong Jonathan
Adam Busch Warren
Tom Lenk Andrew
Jonathan M. Woodward Holden
Azura Skye Cassie
Kristine Sutherland Joyce Summers
Co Starring
Stacey Scowley Young Woman
Band (Splendid)
Angie Hart Singer
Jesse Tobias Guitar Player
J.D. Foster Bass Player
Craig Ross Keyboard Player
Gordon Townsend Drummer
Kathy Zeigler Background Singer

"Conversations with Dead People" is the seventh episode of the seventh season of Buffy the Vampire Slayer, and is the one hundred twenty-ninth episode altogether. It was written by Jane Espenson and Drew Goddard and directed by Nick Marck. It originally broadcast on November 12, 2002.

Several separate encounters take place around Sunnydale on one night.


Buffy & Holden

707 CWDP1

Holden and Buffy reminisce mid-fight.

While on patrol, Buffy comes across a newly-risen vampire, and after the two fight for a while, the vampire, ready to bite Buffy, recognizes her from Sunnydale High. He tells her that the two of them were old classmates, and that his name is Holden. Buffy clearly has absolutely no memory of him, which she feels very guilty for. The two, with no indication of wanting to fight or kill one another, begin to reminisce. When Holden asks Buffy why she has a stake and why she was trying to kill him, Buffy tells Holden that it is because she is the Slayer and that it is her job. Holden takes this news surprisingly well, and even says that it also explains her frequent absences at school and why she was often late. He then tells Buffy that many of the other students thought she was a training to be a nun, much to her surprise. Holden tells her that he is, or was, a psychology major, and manages to get Buffy to start talking about herself, all in between attempts to kill her.

Holden predicts that Buffy will never truly connect with others, and reveals that Spike—believed by the Scooby Gang to be unable to harm humans because of his chip—was the one who sired him. Buffy later stakes him.

Dawn & Joyce

Over at the Summers' home, Dawn finds that no one else is in the house and begins to mess around with some of Buffy's weapons and tries on some of her clothes. Then Dawn watches an old horror movie and talks to her friend Kit, but soon she hears a series of knocks & the phone line is cut as a malevolent force begins to attack the house. During this attack, Dawn sees images of her mother appear every now and then. Dawn believes that it is her mother trying to speak with her from beyond the grave and an evil force is trying to stop her.

Dawn is able to drive it off, and is then visited by what appears to be Joyce's ghost, who predicts that she, Dawn, and Buffy will become enemies.

707 CWDP2

Andrew kills Jonathan.

Jonathan, Andrew & Warren

Jonathan and Andrew return from Mexico to dig up an artifact hidden near the Hellmouth. Andrew is secretly in contact with what appears to be the ghost of Warren, while Jonathan is having a personal revelation. After they dig up the artifact, Andrew, on Warren's instructions, kills Jonathan, causing his blood to spill all over a seal in the dirt.

Willow & Cassie

In the library, Willow is visited by the ghost of Cassie Newton, a girl Buffy tried unsuccessfully to save in "Help", who claims to have been sent by the dead Tara. The ghost relays a prediction that Willow will end up killing everyone unless she commits suicide. Willow is not fooled, and the figure reveals itself, and by implication the other ghosts, to be manifestations of The First.


During all of this Spike is seen speaking with a young woman at the Bronze, she seems to invite Spike to come home with her to her home. Once there, Spike vamps out and kills her, confirming to the viewers that what Holden said to Buffy was true, that it was indeed Spike who sired him. And what's worse is that Spike seems to have shown no regret in killing the young woman.


  • Holden Webster pronounces "nemeses" correctly and Buffy replies "Is that how you say that?" This is an allusion to the Season Six episode "Gone" when both Warren and Buffy mispronounce it "nemesis-es."
  • Holden mentions that some of Buffy's classmates thought she was some sort of religious fanatic, presumably because Buffy invariably had crosses on her person and in her vicinity in order to ward off vampires. Others, he notes, thought she was involved with an older man, which she indeed was: the centuries-old Angel (although it could also be a suspicion of her constantly hanging around with Giles).
  • When Jonathan speaks in mexican, Andrew translates it as "It eats you, starting at your bottom". An obvious mistranslation of "From beneath you, It devours".
  • Buffy learns that Scott Hope, a boyfriend she had briefly in season three, came out as being gay in college. This may have been a nod to the fact that the actor who played Hope, Fab Filippo, had gone onto have a major role in the Showtime television series Queer as Folk as an openly gay gifted violinist at a private University. It also explains why he dumps Buffy in season 3, presumably before they get to the physical stage of their relationship.
  • The shooting script establishes that Dawn's been learning magic from Willow. Over the course of the season Dawn displays many skills gotten from other characters: fighting skills from Buffy, a little magic from Willow and some Sumerian from presumably Giles shown in "Get It Done".
  • This episode further establishes the season's "Big Bad", whose shape-shifting ability was displayed in the season premiere, "Lessons", and, previously, in Season Three's "Amends".
  • Dawn accidentally gets pizza sauce on one of Buffy's shirts in this episode, shrugging and saying, "She'll think it's blood." In "First Date", Anya scrubs at the stain and says that she thinks it's pizza sauce and not blood.
  • Cassie, supposedly speaking for Tara, reminds Willow that she is "strong like an Amazon", referencing a conversation that Willow and Tara have in "The Body". She also reminds Willow of the time when Tara sang to her on the bridge ("Under Your Spell") in "Once More, with Feeling".
  • The First appears as Warren Mears, who was killed in "Villains". It is revealed in the canonical comic storyline "The Long Way Home" that Warren was saved from death by Amy Madison. On the letters page of Buffy Season Eight #6, Whedon responds to the question of how the First could have impersonated Warren if he'd never died, by saying, "He was legally dead for like a second. Amy didn't tell him 'cause she didn't want to upset him. I forgot, okay?!"
  • It is revealed that Dawn likes anchovies on her pizza and mariarchi music, explaining why the radio is set to it in 'Quelled'.

Body Count

  • Holden Webster, dusted by Buffy
  • Jonathan Levinson, sacrificed by Andrew with a knife
  • Unidentified blond woman, drained by Spike

Behind the Scenes


  • What makes this episode extremely unusual is none of the major characters (Buffy, Dawn, Willow, Spike) interact with each other.
  • Each of the episode's five storylines puts emphasis on a different aspect of the show: Buffy's conversations with Holden utilize the show's often off-color humor; Dawn trying to communicate with Joyce emphasizes the frightening and supernatural/horror elements of the show; Willow's conversation with Cassie consists entirely of well-crafted dialogue and drama, Andrew and Jonathan's storyline focuses on the suspenseful nature of the show, and Spike is shown entirely in brief, sporadic shots without dialogue.
  • Amber Benson was initially going to appear as Tara, taunting Willow instead of Cassie, but she turned it down on the grounds that she thought having Tara as a villain would ruin her character. According to the writers in the commentary for this episode on the DVD, Amber Benson simply wasn't available.[1][2]
  • With this episode, Kristine Sutherland becomes the only actress to appear as a guest star in all seven seasons.
  • In addition to the two credited writers, show runners Joss Whedon and Marti Noxon also made significant contributions to the script of this episode. Each of the four plot strands were written by a different writer: Whedon wrote the Buffy-Holden scenes, Noxon wrote the Willow-Cassie scenes, Espenson wrote the Dawn scenes, and Goddard wrote the Geek Trio scenes.
  • On the DVD commentary for the show, Jane Espenson revealed that the image of Joyce was actually The First. In the original draft of the script, Dawn was going to try to raise her mother. When Joyce appeared, she was to say "They said I couldn't bring someone back." To which The First/Joyce would reply: "Maybe I'm the First."
  • This is the only episode with a specific date and time given at the beginning of the episode - November 12, 2002; 8.01pm. This is the same date and time as the original air date of the episode.
  • This is one of only two episodes in the whole Buffy series that has the episode title appear on-screen at the beginning of the program. The musical episode "Once More, with Feeling" was the other.

Deleted Scenes

  • This is a brief exchange where Tara should have spoken - it was cut due to Amber Benson not being available:
Tara: "I'm sorry to wake you."
Willow: "Ha..."
Tara: "Ha - what?"
Willow: "Is that like a dream joke thing? You're sorry to wake me, but I'm clearly not awake and if I was awake and you really were her, would you be sorry to wake me? I mean, after all this time and - oh God, I'm babbling. I'm dream babbling and it's the best dream of my life and I'm wasting it and-"
Tara: "I just meant, I liked watching you sleep."

Pop Culture References

  • The First/Warren starts the line "If you strike me down ...," and Andrew finishes the quote from Star Wars
  • When Andrew and The First/Warren are quoting Yoda and Obi Wan Kenobi from Star Wars: The Empire Strikes Back, the music faintly starts to resemble the well-known motif that accompanies the Jedi/Force scenes in the Star Wars films.
  • When The First uses Joyce to communicate with Dawn, she says "Mom? Mom? Mommy?". This is a reference to the episode "The Body", when Buffy finds Joyce dead, and she says the same thing.
  • The First stacks the chairs in pyramid-like structure in the Summers' kitchen. Supernatural forces do the same thing in Steven Spielberg's movie Poltergeist.
  • The song playing on the radio when Dawn hears The First (as Joyce) is the same song that plays when Buffy has her first breakdown about Joyce's medical condition in Listening to Fear.
  • Andrew and Jonathan discuss Clive Barker's Hellraiser and the character Pinhead.
  • When Holden first recognizes Buffy he mentions letting her copy his essay on Václav Havel, the famous playwright and first President of the Czech Republic.


  • This episode was awarded the 2003 Hugo Award for Best Dramatic Presentation, Short Form.

Goofs, Bloopers & Continuity Errors

  • During Willow and "Cassie's" conversation in the library, Cassie starts her line mid-sentence of Willow and then stops.
  • During the scene where Dawn casts the demon out, she is knocked backwards and bleeding heavily from the mouth. However, moments later, when Joyce appears to her, her mouth is completely fine and not bleeding. The cuts on her face which were inflicted during the fight are entirely healed by the next episode, possibly indicating that these wounds were only temporary (as they were, after all, inflicted by a non-corporal source). [An alternate understanding of the blood disappearing from Dawn's face is not as a continuity error, but rather that when the attacking demon's blood disappears from the wall, so too does Dawn's blood disappear from her face.]


International titles

  • German: Gespräche mit Toten(Conversations with Dead People)


  • Jonathan M. Woodward, who plays Holden Webster, has also appeared in two of Joss Whedon's other series: As Knox in Angel, and as Tracey in the Firefly episode "The Message". All three of these characters died violently, each playing a minor or hidden villain that has a great effect on the character he interacts with.
  • The First appears in this episode as Joyce Summers and Cassie Newton, the only two characters on the show who died of natural causes.
  • In classic Whedonesque irony, Jonathan dies just as he completes his character's series-long story arc. He had finally come to realize that being a real friend means actually caring about others and sometimes working and making personal sacrifices over time for their benefit. Just as he learns this, he is promptly killed by the person he thought was his friend.


Jonathan - "Time goes by, and everything drops away. All the cruelty, all the pain, all the humiliation. It all washes away. I miss my friends. I miss my enemies. I miss the people I talked to every day. I miss the people who never knew I existed. I miss 'em all. I want to talk to them, you know. I want to find out how they're doing. I want to know what's going on in their lives."
Andrew - "You know what? They don't wanna talk to you—all those people you just mentioned. Not one of them is sitting around going, "I wonder what Jonathan's up to right now." Not one of them cares about you."
Jonathan - "Well, I still care about them. That's why I'm here."
Andrew - "It eats you, starting with your bottom."
Buffy - "So what have you been up to?"
Holden - "Well, uh, apparently dying. No, but other stuff... Um, majoring in psych, really liking that. Um, took a year off to do an internship at the Sunnydale Mental Hospital."
Buffy - "Wow. That's gotta be a popular joint."
Holden - "Yeah, I keep telling them we oughta get a velvet rope and a bouncer."
Holden - "So what, you like fight vampires professionally?"
Buffy - "Well, I don't get paid. It's more like a calling, since even in school."
Holden - "I heard a lot of rumors about you back then. You were all mysterious."
Buffy - "I was?"
Holden - "Well, you were never around. A lot of kids thought you were dating some really old guy, or that you were just heavy religious. Scott Hope said you were gay."
Buffy - "What? I dated that ringworm."
Holden - "He says that about every girl he breaks up with. And then last year, big surprise, he comes out."
Buffy - "Men. Do I know how to pick 'em."
Holden - "But you have to answer one question, and if I'm right, I get to ask anything—no secrets, no defensiveness, anything I want to know."
Buffy - "What's your question?"
Holden - "Your last relationship: was it with a vampire?"
Willow - "From beneath you, it devours."
The First Evil as Cassie - "Oh, not it. Me."


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