Buffy the Vampire Slayer
Season 5, Episode 4
504 OOMM
Air date October 17, 2000
Written by Rebecca Rand Kirshner
Directed by David Grossman
Episode Guide
"The Replacement"
"No Place Like Home"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Marc Blucas Riley
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Anthony Stewart Head Giles
Guest Starring
Mercedes McNab Harmony
Bailey Chase Graham
Charlie Weber Ben
Time Winters Dr. Overheiser
Amber Benson Tara
Kristine Sutherland Joyce Summers
Co Starring
Dierdre Holder Hospital Doctor
Erik Betts Agent Brown
Christopher Leps Agent Goodman

"Out of My Mind" is the fourth episode of the fifth season of Buffy the Vampire Slayer and is the eighty-second episode altogether. It was written by Rebecca Rand Kirshner and directed by David Grossman. It originally broadcast on October 17, 2000.

Buffy seeks help for Riley when she learns that the meds that the Initiative gave him are having a deteriorating effect. Meanwhile, Spike and Harmony kidnap one of the Initiative's doctors to try to get Spike's chip removed.


504 OOMM1

Buffy: "Thank you guys so much. You're like my... fairy godmother and Santa Claus and Q all wrapped up into one."

At the cemetery, Buffy stalks her vampire prey, killing several new vampires with a little unwanted help from both Riley and Spike. Riley demonstrates quite a bit of enthusiasm and new strength while fighting, while Buffy simply orders Spike to stay out of her way. As Buffy and Riley leave, Spike swears to taste Buffy's blood, but as he walks off, he falls into an open grave. Buffy and Willow argue over a topic from class and discuss Buffy's busy schedule.

Buffy arrives at the Magic Box to train and is pleasantly surprised to see that the backroom has been transformed into an amazing training room. Harmony seeks Spike and his help because she is frightened that Buffy is out to kill her. The two conspire to kill the Slayer. While Joyce makes breakfast for Dawn, she briefly wonders who Dawn is before collapsing onto the floor.

At the hospital, an intern named Ben informs Buffy and Riley that Joyce will be fine, but that doctors aren't sure what caused her to collapse. Dawn is playing with a stethoscope and when she listens to Riley's heart, she finds that it is racing much faster than normal.

504 OOMM2

Graham: I'm not givin' you a choice.

After listening to Riley's heart, a doctor recommends that he stay in the hospital at the high risk of a heart attack, though Riley dismisses her concerns. Buffy tries to think of a way to help Riley and discusses the situation with Willow and Dawn. After noting her frustration that the Government are likely spying on Riley however when she needs to get a message to them she doesn't know to do it, Dawn suggests that if the Government are listening then she needs to ask for help where she knows they'll hear it. Buffy has an idea and goes to Riley's place, picks up the telephone receiver and simply states that Riley needs help before replacing it.

Still part of the government, Graham tries to force Riley to see a doctor, but Riley is stronger than Graham and the other agents and gets away. After speaking with Graham later that day, Buffy takes it upon herself to get Riley to a doctor before he dies. Buffy gives Spike information about the doctor that can help Riley, hoping that the vampire could help find Riley and bring him there. Instead, Spike and Harmony go to the doctor and try to force him to remove the chip.

Buffy finds Riley in the Initiative caves, punching into rock because he can't feel any pain. He tells her that he's afraid he won't be enough for her once he lets the doctors operate on him. After convincing Riley to get medical attention, Buffy brings him to the hospital and finds the doctor gone. Just after the doctor finishes sewing up Spike's skull, Buffy arrives with Riley and a fight ensues. As he tries to bite the Slayer, Spike finds that the doctor only pretended to remove the chip from his head. When Riley suffers a heart attack and collapses while fighting Harmony, Buffy immediately turns her attention to him. With Buffy distracted, an enraged Spike escapes with Harmony, ranting about his disgust with Buffy and his weariness with how she is seemingly the source of everything wrong with his life.

504 OOMM3

Spike: "A penny?!?"

The doctor is able to operate successfully on Riley. Later, Graham talks with Riley and tells him he no longer has a purpose in Sunnydale - without the Initiative, he's nothing. Riley assures Graham he has Buffy, but Graham insists that'll never be enough.

Buffy shows up at Spike's crypt, ready to stake him. He's willing to let it happen, daring her to put him out of the misery of living in a world with her in it, being everywhere he turns, ruining everything he plans. She pauses, confused, stake raised, and then hesitates. They stare at each other for a moment, and then he pulls her into a passionate kiss. She pulls back, shocked, but then returns to the embrace. She tells Spike "I want you", and he tells her "I love you Buffy. I love you so much." Spike then awakens from his dream, horror-struck beside a still-sleeping Harmony, desperate to deny that his feelings for Buffy are anything but hate: "Oh god no. Please, no."


  • Buffy and Dawn met Ben Wilkinson.
  • Spike discovered his love for Buffy, much to his horror. Spike's feelings for Buffy will continue and develop.
  • This is the last appearance of the old Sunnydale High School.
  • Joyce began to have health problems, foreshadowing her eventual death in "I Was Made to Love You".
  • Willow begins to use magic when not strictly necessary and Tara feels unease with her power and attitude.
  • Spike's violent awakening from his dream of Buffy will be echoed much later when the two finally consummate their relationship - the former ending with Spike jerking awake next to Harmony with the words: "Oh, God, no. Please, no," and the latter beginning with Buffy jerking awake next to Spike with the words: "Oh. Oh my God" in "Wrecked".
  • Spike's fantasy of kissing Buffy overtly foreshadowed the entirety of their relationship during Buffy's depression after her resurrection. Buffy was hesitant to start continue kissing him, but eventually would anyway in the dream. Their brief words to each other are the most overt. (Buffy: "I want you." Spike:" I love you.")
  • Riley's belief that a normal guy was not enough for Buffy was a sharp contrast to Angel's point of view when he had broken up with her, claiming that she deserved someone "normal".
  • When Riley expresses his fear that he is not enough for Buffy if he is just an ordinary man, Buffy scoffs and says if her goal was to date a man with super powers, then she'd be dating Spike. Ironically, this statement foreshadowed Buffy's sexual relationship with Spike in the following season.

Body Count

  • Two vampires, dusted by Buffy
  • One vampire, dusted by Riley
  • One security guard, killed by Harmony

Behind the Scenes

Pop Culture References

  • Before Harmony barges into Spike's crypt, he is watching an episode of the WB's Dawson's Creek, a show that Mercedes McNab, as well as many other Buffy actors, have guest starred on, which is not surprising, as, at the time, both were on the same network.

Goofs, Bloopers and Continuity Errors

  • Harmony's reflection can be seen behind her after she accidentally fires the crossbow. 
  • Graham incorrectly refers to Sunnydale Memorial as "Sunnydale General".

International titles

  • French: Quand Spike s'en mêle (When Spike gets mixed up in it)
  • Brazilian Portuguese: Fora de Controle (Out of Control)
  • German: Die Initiative lässt grüßen (Greetings from the Initiative)



  • In keeping with one of themes of the season first raised by Dracula in the first episode of Season 5, "Buffy vs. Dracula," the show opens with Buffy atop a crypt, lying in wait. She surveys the graveyard, and then "pounces", killing a vampire before it even rises from the grave.


Buffy - (after Riley and Spike interrupt her patrol) "Why do I even bother to show up?"
Spike - "I will know your blood Slayer. I will make your neck my chalice and drink deep. (walks away but falls in a grave) Ow!"
Willow - "Better to light a candle than curse the damn darkness."
Buffy - "I so don't want to deal with Spike right now. The guy is really starting to bug me in that special 'I want to shove something wooden through his heart' kind of way."
Spike - "Buffy, Buffy, Buffy! Everywhere I turn she's there! That nasty little face, that bouncing shampoo-commercial hair, that whole sodding holier-than-thou attitude."
Harmony - "Well, aren't we kinda unholy by def-?"
Spike - "She follows me, you know. Tracks me down. I'm her pet project. Drive Spike round the bend. Makes every day a fresh bout of torture."
Harmony - "Spike!"
Spike - "You don't understand. I can't get rid of her. She's everywhere. She's haunting me, Harmony. This has got to end."

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