First Aired: May. 14, 2002 on UPN
Summary: In the aftermath of the vengeful Warren's assassination attempt, Buffy tries to recover from a severe gunshot wound, while Tara is also hit and dies. Willow, consumed by wrath and rage over Tara's murder, consumes herself with deadly black magic from the Magic Box which physically…
Buffy: [still trying to find her] Willow! Don't do it!
Warren Meers: Oh, and when you get caught, you'll lose them too. Your friends. You don't want that. I know you're in pain, but...
Willow Rosenberg: Bored now. [With a hand gesture, she flays Warren alive]
Xander: Yeah, she's really off the wagon, big-time. Warren's a dead man if she finds him.
Dawn: [bitterly] Good!
Buffy: Dawn, don't say that.
Dawn: Why not? I'd do it myself if I could.
Buffy: Because you don't really feel that way.
Dawn: Yes, I do! And you should too. He killed Tara, and he nearly killed you. He needs to pay!
Xander: [nods with approval] Out of the mouths of babes.
Xander: I'm just saying he's... he's just as bad as any murderous vampire you've sent to dustville.
Buffy: Being a Slayer doesn't give me a license to kill. Warren's human.
Dawn: [scoffs] So?
Buffy: So the human world has its own rules for dealing with people like him.
Xander: Yeah, and we all know how well those rules work.
Buffy: Sometimes they do. Sometimes they don't. Look... we can't control the universe. If we were supposed to... then the magic wouldn't change Willow the way it does. And... we'd be able to bring Tara back.
Dawn: [quietly] And Mom.
Buffy: There are limits to what we can do. There should be. Willow doesn't wanna believe that. And now she's messing with dark forces that wanna hurt her. All of us.
Xander: I just... I've had blood on my hands all day. Blood from people I love.
Buffy: I know. And now it has to stop. Warren is going to get what he deserves, I promise! But I will not let Willow destroy herself.
- Goof (revealing mistake): When Willow is walking through the forest tracking Warren, ropes can be seen pulling the trees back as she walks by.
- Goof (errors made by characters, possibly deliberate errors by the filmmakers): Buffy mentions a couple of times that, "We don't kill humans." But, in season 5, "Spiral" is when the Knights of Byzantium attack Buffy and friends on the bus, and she kills a number of them. They were humans.
- Goof (revealing mistake): In the shots of vines ensnaring Warren's legs, you can see a leaf-strewn tarp shifting around underfoot in place of an actual forest floor.
- Goof (continuity error): The blood spatters on Willow's shirt change thickness and pattern throughout the entire episode.
- Although "Seeing Red" is generally believed to have been Amber Benson's last episode of BtVS, she appears briefly in this episode, playing the corpse of Tara. When filming was done, Joss Whedon and the cast presented Benson with a tombstone-shaped cake to commemorate her final scene.
- SPOILER: When Willow says "Bored now" before exacting her revenge, she is making a reference to the alternative universe vampire Willow, who used this as her catchphrase (possibly hinting at the new Willow losing her conscience and being more like the vampire alter-ego).
- Anya says to Xander, "I'll help. But I'm helping Willow," showing her finally thinking of Willow as a true friend. Their friendship took longer to develop, as they were often at odds throughout the series because Willow did not think Anya would change from being a demon. This is Anya's way of showing she understands as a scorned woman what Willow is going through and that their friendship is still as strong as ever.
- When Rack tells Warren that Buffy is the least of his problems, he sarcastically responds "You're right. I'm sorry. Let's talk about my skin troubles", an ironic foreshadowing of his death.
- SPOILER: While everyone believed Warren was dead, he was kept alive by Amy Madison in the comics. This has led many to question The First taking on Warren's form to which Joss Whedon himself has said he may have made a mistake.