"Buffy the Vampire Slayer" Becoming: Part 1 (1998)

Director:

Joss Whedon

Writers:

Joss Whedon (creator)
Joss Whedon (written by)

TV Series:

"Buffy the Vampire Slayer" (1997)

Original Air Date:

12 May 1998 (Season 2, Episode 21)

Genre:

Action | Drama | Fantasy

Plot:

Angel plots to revive an ancient demon bent of sweeping everything on earth into hell itself.

Plot Keywords:

Library | Black Magic | Human Sacrifice | Heroine | Classic Episode

Cast

Sarah Michelle Gellar	...	Buffy Summers
Nicholas Brendon	...	Xander Harris
Alyson Hannigan	...	Willow Rosenberg
Charisma Carpenter	...	Cordelia Chase
David Boreanaz	...	Angelus
Anthony Head	...	Rupert Giles (as Anthony Stewart Head)
Max Perlich	...	Whistler
Seth Green	...	Oz
Kristine Sutherland	...	Joyce Summers
Julie Benz	...	Darla
Bianca Lawson	...	Kendra
Jack McGee	...	Doug Perren
Richard Riehle	...	Merrick
James Marsters	...	Spike
Juliet Landau	...	Drusilla
Armin Shimerman	...	Principal Snyder
Shannon Welles	...	Gypsy Woman
Zitto Kazann	...	Gypsy Man
Ginger Williams	...	Girl
Nina Gervitz	...	Teacher
rest of cast listed alphabetically:
Dean Butler	...	Hank Summers (voice) (uncredited)
Sophia Crawford	...	Vamp (uncredited)
Cindy Folkerson	...	Burning Vampire (uncredited)

Directed by
Joss Whedon

Writing credits
Joss Whedon		(creator)
Joss Whedon		(written by)

Produced by
Gail Berman	....	executive producer
Gareth Davies	....	producer
Sandy Gallin	....	executive producer
David Greenwalt	....	co-executive producer
Fran Rubel Kuzui	....	executive producer
Kaz Kuzui	....	executive producer
Gary Law	....	co-producer
David Solomon	....	co-producer
Joss Whedon	....	executive producer

Original Music by
Christophe Beck

Cinematography by
Michael Gershman		(director of photography)

Film Editing by
Skip MacDonald

Casting by
Marcia Shulman

Production Design by
Carey Meyer

Set Decoration by
David A. Koneff		(as David Koneff)

Costume Design by
Cynthia Bergstrom

Makeup Department
Jeri Baker	....	hair stylist
Mark Garbarino	....	special effects makeup coordinator
John Maldonado	....	makeup artist
Todd McIntosh	....	makeup supervisor
Michael S. Pack	....	special makeup effects artist
John Vulich	....	special makeup effects artist

Production Management
Gary Law	....	unit production manager

Second Unit Director or Assistant Director
Brenda Kalosh	....	first assistant director
Alan Steinman	....	second assistant director

Art Department
Lisa Gamel	....	paint foreman
Gustav Gustafson	....	lead man
Caroline Quinn	....	set designer
Stella Starlight	....	graphic designer
Steve West	....	construction coordinator
Ken Wilson	....	property master
Damon Hight	....	general foreman (uncredited)

Sound Department
Kevin Patrick Burns	....	re-recording mixer
Robert Eber	....	production sound mixer
Robert Guastini	....	dialogue & adr editor
Christian P. Minkler	....	re-recording mixer (as Chris Minkler)
Todd Orr	....	re-recording mixer (as Todd Keith Orr)
Cindy Rabideau	....	supervising sound editor
Mike Marchain	....	sound editor (uncredited)
Tami Treadwell	....	adr recordist (uncredited)

Special Effects by
Damian Fisher	....	special effects technician
Bruce Minkus	....	special effects coordinator

Visual Effects by
O.T. Hight	....	visual effects artist

Stunts
Jennifer Badger	....	stunt double
Damon Caro	....	stunt performer
Edward Conna	....	stunt double
Sophia Crawford	....	stunt double
Jeff Pruitt	....	stunt coordinator
Clayton J. Barber	....	stunts (uncredited)
Mark Aaron Wagner	....	stunt double (uncredited)

Camera and Electrical Department
Herbert Davis	....	camera operator
Kenneth Estes	....	video playback operator
John Keefer	....	set grip
Tom Keefer	....	key grip
Dayton Nietert	....	chief lighting technician
Bob Snowdon	....	grip
Erin Franklyn	....	grip (uncredited)

Costume and Wardrobe Department
Sydney Conrad Shapiro	....	costumer

Editorial Department
Marilyn McMahon Adams	....	assistant editor (as Marilyn Adams)
Kent Pritchett	....	colorist: dailies
Brian Wankum	....	post-production coordinator

Transportation Department
Bob Ellis	....	transportation coordinator

Other crew
Marc David Alpert	....	assistant: Gareth Davies (as Marc D. Alpert)
Dean Batali	....	executive story editor
Rob Des Hotel	....	executive story editor
David H. Goodman	....	script coordinator (as David Goodman)
Diego Gutierrez	....	assistant: Joss Whedon
Caroline Kallas	....	assistant: Gail Berman
Lesley King	....	script supervisor
Jordana Kronen	....	location manager
Marti Noxon	....	story editor
Edwin L. Perez	....	production auditor
Catherine Pittman	....	animal coordinator
Catherine Pittman	....	head animal trainer
R.D. Price	....	assistant: David Greenwalt (as Robert Price)
Phyllis H. Saldutti	....	production coordinator (as Phyllis Saldutti)
Thomas Cobb	....	title designer (uncredited)
Jeremy Jacobs	....	stand-in (uncredited)

Writing credits (in alphabetical order)
Joss Whedon		creator

Produced by
James A. Contner	....	co-producer: only episodes he directed since 1999

Original Music by
Bob Thiele Jr.

Casting by
Chadwick Cohn
Jennifer Fishman		(1998-2003)
Amy McIntyre Britt		(1998-2003) (as Amy Britt)

Production Design by
Carey Meyer		(1997-2003)

Set Decoration by
Kelly Donovan

Costume Design by
Eileen A. Dunn

Makeup Department
Suzan Bagdadi	....	hair stylist
Christopher Burdett	....	creature effects designer
Barney Burman	....	special makeup effects artist
Michael Burnett	....	special makeup effects artist: zombie bodies
Susan Carol Schwary	....	hair stylist
Jason Collins	....	supervisor: Almost Human, Inc.
Ken Culver	....	prosthetic technician
Roxy D'Alonzo	....	special makeup effects artist
Glenn Hetrick	....	special makeup effects artist
Matthew Jorgensen	....	sculptor/painter: Tech Optic Nerve
Dugg Kirkpatrick	....	hair stylist
Mark Landon	....	additional makeup artist
Jeff Lewis	....	special makeup effects artist
Veronica Lorenz	....	makeup artist
Rodd Matsui	....	special makeup effects artist
Robert Maverick	....	special makeup effects artist
Debbie Mezera	....	office manager: Almost Human Inc. (seasons 6-7)
Myke Michaels	....	special makeup effects artist
Anthony Miner	....	key hair stylist
Larry Odien	....	special makeup effects artist
James Ojala	....	special makeup effects technician
Michael Peterson	....	lab makeup effects
Steve Prouty	....	special makeup effects artist
Brad Scott	....	hair stylist
Brian Wade	....	special makeup effects artist
Steven E. Anderson	....	makeup artist (seasons 6-7) (uncredited)
Rick Bongiovanni	....	special makeup effects artist (uncredited)
Gabriel De Cunto	....	special makeup effects artist (uncredited)
Jake Garber	....	special makeup effects artist (uncredited)
Tom Irvin	....	special makeup effects artist: Optic Nerve Studios (uncredited)
Michael Marino	....	sculptor: optic nerve (uncredited)

Second Unit Director or Assistant Director
John P. Aguirre	....	second assistant director
Velvet Andrews-Smith	....	dga trainee (1999)
Ted Arlauskas	....	dga trainee
Algric Leo Chaplin	....	second second assistant director
Mindee Clem	....	dga trainee (2002-2003)
Bryan Cox	....	dga trainee
Joe Lotito	....	first assistant director: second unit
Stephen Messer	....	second assistant director
Carla R. Ponzio	....	second assistant director: second unit (seasons 3-5)
Jeff Pruitt	....	second unit director
Krista Reymann	....	dga trainee
Brendalyn Richard	....	dga trainee (2003)
Ellen Rosentreter	....	dga trainee
Melissa Rudman	....	dga trainee
Paul Schneider	....	dga trainee (1998)

Art Department
Will Batts	....	set designer
Juliette Blasor	....	props
Win Craft	....	set dresser
Skip Crank	....	assistant property master
Doug Devine	....	set dresser
Scott Duthie	....	storyboard artist: action unit
Katie Gonzalez	....	assistant property master (season 7) (as Katie Sanner)
Courtney Jackson	....	assistant property master
Happy Nakamura	....	property assistant
Eric Rood	....	set dresser (2001-2003)
Stella Starlight	....	graphic designer (1996-2002)
Stella Starlight	....	shopper (1996-2000)
Danny L. Turk	....	carpenter
Val Wilt	....	foreman
Dennis Winters	....	on-set dresser (2002-2003)

Sound Department
David Barbee	....	sound effects editor (multiple episodes)
Jessy Bender	....	sound utility
David Beres	....	utility sound
Gary Boatner	....	boom operator: second unit (2001)
Susan Cahill	....	assistant sound editor (final season)
Tom Caton	....	boom operator
Juan Cisneros	....	boom operator: second unit (season 3)
Juan Cisneros	....	utility sound technician: second unit
David Diamond	....	boom operator
Michael Florimbi	....	sound mixer
Marilyn Graf	....	foley mixer
Kevin Hyde	....	boom operator
Andrew I. King	....	sound effects editor
Brian D. Lucas	....	sound recordist
Paul Vik Marshall	....	production sound mixer
Paul Vik Marshall	....	sound mixer: second unit
Michael Miller	....	adr mixer
Steven Morrow	....	production sound mixer: second unit
Timothy Pearson	....	foley artist
Chris Quilty	....	boom operator: second unit
John Rotondi	....	sound engineer: Y4
Raymond E. Spiess III	....	sound editor
David Yaffe	....	sound mixer (1997-2002)

Special Effects by
Mark Alfrey	....	special effects makeup
Evan Campbell	....	special effects makeup
Dan Crawley	....	special effects technician
Nathan Franson	....	special effects technician
Scott Hastings	....	special effects technician
Jeff Jingle	....	animatronic creature design/puppeteer
Matthew Jorgensen	....	special effects makeup
Rodd Matsui	....	special effects technician
Michael O'Brien	....	mold/seaming departments: Optic Nerve
Gary Yee	....	special effects coordinator (uncredited)

Visual Effects by
Douglas Aiken	....	digital compositor: morphing
Kelly Bechtle-Woods	....	digital artist: 3D animator
Miles Bellas	....	digital artist
Raoul Bolognini	....	visual effects coordinator
Christian Boudman	....	digital compositor
Stephen Brand	....	visual effects supervisor
Brent Burpee	....	systems engineer
David Carlson	....	visual effects animator
Dan Carrington	....	Flame artist
Rick Cortes	....	digital compositor
John Decker	....	digital artist
Leif Einarsson	....	computer graphics lead animator: Digital Magic
Eyal Erez	....	senior effects animator
Fish Essenfeld	....	senior compositor
Randy Goux	....	visual effects
Seth Tyler Hall	....	digital effects artist
Paul Hill	....	visual effects compositor
Sherry Hitch	....	digital artist
Wensen Ho	....	digital compositor: Zoic Studios
Simon Holden	....	digital compositor: pilot episode
Raji Kodja	....	3D artist: Kinetic FX
Craig Kuehne	....	visual effects
Mark Lipsmeyer	....	digital artist: Zoic Studios
Steven Meyer	....	digital compositor
Bill Millar	....	special visual effects
Andrew Orloff	....	CG supervisor
Jose Perez	....	visual effects
Deb Santosa	....	visual effects artist
Rick Shick	....	digital compositor
Emile Edwin Smith	....	digital artist
Michael Vaglienty	....	Flame artist
Jeff West	....	lead effects artist
Bryan Whitaker	....	digital effects artist
Bob Williamson	....	digital compositor
Kristen Branan	....	head of production: Zoic studios (uncredited)
Scott Ramsey	....	visual effects producer (uncredited)

Stunts
Robert Alonzo	....	stunts (multiple episodes)
Greg Anderson	....	stunt double
Noby Arden	....	stunt double: Buffy #2
Brian Avery	....	stunts (multiple episodes)
Ron Balicki	....	stunts
Melissa Barker	....	assistant stunt coordinator (multiple episodes)
Melissa Barker	....	stunt double: Eliza Dushku (four episodes)
Melissa Barker	....	stunt double: Sarah Michelle Gellar/Buffy (1999-2003)
Melissa Barker	....	stunts (multiple episodes)
Gregory J. Barnett	....	stunts
Nicole Basanda	....	stunts
Paul Beahm	....	stunts
Cheryl Bermeo	....	stunt double: Buffy's Sister
Erik Betts	....	stunts (3 seasons)
Chuck Borden	....	stunts
Tamara Bossett	....	stunt double
Tamara Bossett	....	stunts
Jon Braver	....	stunts: multiple episodes
Joe Bucaro III	....	stunts
Marla Casey	....	stunt double
Richard Cetrone	....	stunts
Mark Chadwick	....	stunts
Lauro Chartrand	....	stunts
Ken Clark	....	stunt performer
Marijane Cole	....	stunt double
Bruce Comtois	....	stunt driver
Laura Lee Connery	....	stunts
Tim Connolly	....	stunts
Brycen Counts	....	utility stunts
Sophia Crawford	....	stunt double: Buffy (1996-2000)
Alex Daniels	....	stunts
Alex Daniels	....	utility stunts
Danial Donai	....	stunts
Kelly Donovan	....	stunt double: Xander
Danny Downey	....	stunts
Christopher Doyle	....	stunts (various episodes)
Scott Duthie	....	stunts
Casey Easlick	....	utility stunts
Nathan Engelman	....	stunts
James Ent	....	utility stunts (1 episode)
Debbie Evans	....	stunts
Roel Failma	....	stunt performer
Anita Hart	....	stunts
Nicola C. Hindshaw	....	stunt double: Clara Bryant
Squeen Holzen	....	stunts
Lisa Hoyle	....	stunts
Cinda-Lin James	....	stunt double
Hubie Kerns Jr.	....	stunts
Hannah Kozak	....	stunts
Don Lee	....	stunts (multiple episodes)
Scott Leva	....	stunts
Michael Li	....	stunts
Anna Lauren Long	....	assistant to stunt coordinator
Kurt D. Lott	....	utility stunts
Diana R. Lupo	....	stunts
Brian Machleit	....	stunt double
Alex Madison	....	stunts (as Gail Monian)
Dina L. Margolin	....	stunts
Rob Mars	....	stunts
Brad Martin	....	stunt double: Angel
Brad Martin	....	stunts
Ron McCord	....	stunts
David Morizot	....	stunts (seasons 5-7)
Joe Murphy	....	stunts
Chris O'Hara	....	stunts (3 seasons, multiple episodes)
Carrick O'Quinn	....	stunts
Chris Palermo	....	stunts
Gábor Piroch	....	stunt rider
Nicole Randall	....	stunt performer
Rex Reddick	....	stunts
Tanoai Reed	....	stunts
Scott Rhodes	....	stunt double
Scott Rhodes	....	stunts
Justin Riemer	....	stunts
Tim Rigby	....	stunts
Allen Robinson	....	stunts
Joe Russell	....	stunt performer
Marcus Salgado	....	stunt performer
Gregg Sargeant	....	stunts
Michael J. Sarna	....	stunts
Felipe Savahge	....	stunts (multiple episodes)
Michelle Sebek	....	stunt double: Willow
Joanna Shelmidine	....	stunts
Tim Sitarz	....	stunts
Mike Smith	....	stunts
Gary Ray Stearns	....	stunts
Justin Sundquist	....	stunts
Ronn Surels	....	stunts
Mary Torres	....	stunts
Clark Tucker	....	stunts
Jon Valera	....	stunts
Lee Waddell	....	stunts (multiple episodes)
Michele Waitman	....	stunt double: Sarah Michelle Gellar
Ryan Watson	....	stunts
Gary J. Wayton	....	stunt performer
Alex Wen	....	stunts (3 seasons)
Lee Whittaker	....	stunts (multiple episodes)
Darlene Ava Williams	....	utility stunts

Camera and Electrical Department
John Chickanis	....	electrician
Jeffrey De La Rosa	....	assistant chief lighting technician (seasons 2-3)
Jeffrey De La Rosa	....	rigging gaffer (seasons 2-3)
Joseph L. Gonzalez	....	electrician
Gretchen Hatz	....	second assistant camera: "b" camera
Matt Jackson	....	grip
Dan Kneece	....	Steadicam operator
Justin M. Lubin	....	still photographer (2002)
Gary Molyneux	....	dolly grip: second unit
Bob Myers	....	grip
Evan A. Nesbitt	....	first assistant camera: second unit
Bill Olofsson	....	assistant camera
Charles Papert	....	Steadicam operator
Charles Papert	....	camera operator: "a" camera
Shayna Ritenour	....	camera loader (season 7)
Shayna Ritenour	....	camera loader: second unit (season 5)
George Santo Pietro	....	dolly grip
David Scott	....	best boy: second unit
David Scott	....	electrician
David Neal Stewart	....	electrician (1997-1998)
R. Michael Stringer	....	grip
Wayne Stroud	....	dolly grip
Jaimie Trueblood	....	still photographer
Joseph D. Urbanczyk	....	camera operator
Chuck Whelan	....	additional assistant camera
David Yellin	....	electrician (1997)
Jason Zakrzewski	....	second assistant camera: second unit (seasons 4, 5)

Casting Department
Michael V. Nicolo	....	casting assistant (2000-)
Dana Olson	....	extras casting
Robyn Owen	....	casting assistant
Christine Yammine	....	casting assistant

Costume and Wardrobe Department
Elaine Down	....	set costume
Jessica Pazdernik	....	costumer
Kelli Stallings	....	costumer

Editorial Department
Mark Hornish	....	editor: main titles

Music Department
Percy Faith	....	conductor: "Theme From 'a Summer Place'"
Steven Gizicki	....	music consultant
Wataru Hokoyama	....	orchestrator (2002)
Alex Kharlamov	....	composer: additional music
Kevin Kliesch	....	orchestrator
David Klotz	....	music editor (final season)
Dana Niu	....	composer: additional music
Brandon Walker	....	assistant music editor

Transportation Department
James G. Brill	....	driver
John Magoo McGivern	....	driver
Beau Reed	....	driver
Gaston Wurth	....	transportation

Other crew
Debra Leilani Bakeman	....	set medic
Kendal Brenneman	....	stand-in
Ericka Bryce	....	production medic
David M. Burns	....	production assistant (1998-1999)
Ardy Brent Carlson	....	production assistant (as A. Brent Carlson)
Rupert Cole	....	production assistant
Cheryl Diamond	....	studio teacher (2001-2003)
Lee Ebersole	....	production assistant
Jaroslava Fernandez	....	special effects contact lens technician
Jessica A. Gihon	....	assistant accountant: UK (2002)
Chip Hall	....	production assistant
Paul Harrison	....	key assistant location manager
Elisabeth James	....	assistant production office coordinator
Mitch Kelleher	....	production assistant
Margery Kimbrough	....	script supervisor: second unit (2002-2003)
Misty D. Lahti	....	set production assistant
Anna Lauren Long	....	assistant to second unit director
Matthew J. Lynch	....	production assistant
Doug Meyer	....	additional production assistant (seasons 5 and 6)
Jose Molina	....	assistant: Howard Gordon
Cobb Montgomery	....	title designer
Tracy L. Moody	....	script supervisor: second unit (season 3)
Raul Moreno	....	production assistant (1997)
Emre Sonmez	....	assistant location manager
Tony Swatton	....	weapons
Licia Wolf	....	additional script supervisor
Lisa Womble	....	production assistant

Production Companies

• Mutant Enemy
• Kuzui Enterprises
• Sandollar Television
• 20th Century Fox Television

Distributors

• Pro 7 (1999) (Germany) (TV)
• WB Television Network, The (1998) (USA) (TV)

Special Effects

• Burman Studio, The (vampire design concepts) (as The Burman Studios)
• Digital Magic Company (visual effects) (as Digital Magic)

Other Companies

• Digital Magic Company  post production services by (as Digital Magic)
• Four Media Company  processing
• Montgomery/Cobb  main title design
• Todd-AO Studios  post-production sound provided by (as Todd-AO Studio)

Runtime:

60 min

Country:

USA

Language:

English

Color:

Color

Aspect Ratio:

1.33 : 1

Sound Mix:

Dolby

Certification:

USA:TV-PG

Filming Locations:

1800 Stewart St., Santa Monica, California, USA

Company:

Mutant Enemy

Trivia:

Whistler was originally going to be Angel's sidekick for the "Angel" (1999) spin-off, however, Max Perlich could not commit.

Goofs:

Crew or equipment visible: As Kendra and Drusilla are fighting, a black lighting flag is occasionally visible at the top edge of the picture.

Quotes:

[Xander has reenacted Buffy's slaying with fish sticks]
Buffy:That's exactly how it happened.
Oz:Well, I thought it was riveting. Uh, I was a little unclear about some of the themes.
Buffy:The theme is Angel's too much of a coward to take me on face-to-face.
Xander:And the other theme was 'Buy American', but it, uh, got kind of buried.

Movie Connections:

References "Buffy the Vampire Slayer: Passion (#2.17)" (1998)

A near perfect episode

*** This review may contain spoilers ***

Oh, where do I even begin? This episode is so beautiful and compelling and flat-out brilliant that it just about melts the TV. It's the first half of the two part season finale. If you're watching BTVS on DVD, you flat out CANNOT skip "Becoming" parts one or two. I don't care if your house is on fire, you need to sit there and see these episodes. (Well, unless it's a really big fire, in which case, evacuate, but take the DVDs with you.) They're that good.

"Becoming Part One" is all about Angel. Through a series of flashbacks we see his life (and un-life) unfold. How he became a vampire back in 18th Century Ireland. Playing mind games with a human Drusilla. Regaining his soul in Romania. Living in New York alleyways. The first time he saw Buffy. (I have a real soft spot for vampire flashback episodes. "Fool for Love" in season five of BTVS and "Darla" & "Orpheus" in seasons two and four of "Angel" add a lot to "Becoming Part One's" back story.) Watching the flashbacks, we're reminded of the sweet, caring guy that Angel really is under Angelus' evil smirk. Is it any wonder that Buffy's been so reluctant to kill him? Time is running out, though. Angelus and Buffy are heading for a final showdown. The Acathla demon has been unearthed in Sunndydale. Basically, it's a big rock monster that can swallow the world into hell if someone triggers it. And Angelus and Dru are eager to wake it up. They just have to figure out how it works.

Meanwhile, Willow and Buffy have discovered Jenny's spell to re-curse Angel, which immediately starts an argument in the Scoobie ranks. Xander and Cordy think that Angel is gone for good. Even if his soul could be restored, they don't believe that Angel can ever be forgiven or trusted. Giles' is feeling equally as conflicted. Jenny's last wish was to re-curse Angel, but he's also the one who killed her. On the other hand, Buffy wants Angel back and Willow knows that she can work the spell. Objectivly, you can see everybody's point of view, (Even if a big part of me wants Xander to just shut-up.) Honestly, what it comes down to is Buffy and Willow are the strongest. Willow's just coming into her powers, but Xander has already been following her lead for years. Buffy's the Slayer and Giles loves her, so he usually tries to give her what she wants. Neither one of them can hold the hard line for long. They agree to proceed with the plan to re-ensoul Angel.

Things go terribly wrong, though. While Buffy meets with Angelus, Dru attacks the Scoobies. She and her henchmen kill Kendra and knock out Willow and Xander. Angelus and Dru believe that Giles can awaken the Acathla demon, so Drusilla kidnaps him right out of the librarian. Buffy comes rushing back to find the carnage and that's when the police arrive. The slow-mo scene of Buffy running and Whistler's voice over is just a perfect way to end the episode.

There are so many great parts to this episode. Like I said, the flashbacks are wonderful. Angel's face when he first sees Buffy just breaks your heart. He's enthralled with her right from the start, he only wanted to help her. Now Angelus has completely taken his place and is out to destroy the world. Speaking of plots to destroy the world, Spike is less than thrilled with this new Acathla plan. (His "I can't wait to tell my friends" speech is hilarious.) He and Angelus/Angel have an interesting love/hate relationship. Angelus absently whacks Spike on the back of his head as he walks by and torments Spike by coming on to Dru, but he doesn't try to really hurt Spike. Even though Spike is (or was) injured and weak. Spike snickers when Angelus fails to awaken the demon and is plotting to bring Angelus down, but he not willing to just stake Angelus when his back is turned. Even though, he could easily catch Angelus off guard and dust him. They're so complicated and I love watching them together.

The name of the episode, "Becoming," is also interesting. In the flashbacks, Whistler, Angel's guide, tells him that he has to "become" someone. Stand up and make himself count. Angelus, meanwhile, says he'll "become" by awakening Acathla. He wants to be the one to "make history... End." Metaphorically, forgetting everything that's happened to him as Angel and, as an added bonus, destroying all the humans on the planet once and for all. They both want to become something more: Angel a better "person" and Angelus a "purer" demon. It's very cool.

The only downside I can think of in this episode is Kendra. I still don't like her accent and I'm not real sorry to see her go.

My favorite part of the episode: Buffy considering the consequences of being sucked into hell. "At least I won't have to take that chemistry final... Or maybe I'll be taking it forever..."