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]
Warren Meers: [suddenly] Because you deserved it, bitch! [finally turns to look, but Katrina is gone]
Willow Rosenberg: Because you liked it.
Warren Meers: Oh, shut up!
Willow Rosenberg: You never felt you had the power with her, not until you killed her.
Warren Meers: [nasty laugh] Women. You know, you're just like the rest of them. Mind games.
Willow Rosenberg: You get off on it. That's why you had a mad-on for the Slayer. She was your big O, wasn't she, Warren?
Warren Meers: [still trembling] Are you done yet? Or can we talk some more about our feelings?
- Goof (continuity error): The blood spatters on Willow's shirt change thickness and pattern throughout the entire episode.
- 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.
- 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).
- 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 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.
- 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.
- 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.