Back in the woods, Buffy is tussling with the masked commando guy. He attempts to grab her tranq gun, but she blocks him, scoops it up, and takes off running. Guess we aren't going to find out yet who the commandos are or what they're up to. Veruca boob-walks towards Willow back in the lab, rolling her head like a convulsive and lisping that Willow didn't "have the teeth" to go through with her spell. Willow protests that Veruca doesn't know a thing about her, and Veruca responds that she knows what Willow loves, and that she "[has] his scent on me right now." Gross! She spent the whole night making hairy werewolf-love in a deserted crypt and she hasn't taken a shower yet? Get out of here, dirty girl! Willow tries to run, but Veruca smacks her in the face and knocks her down. Oz breaks down the door and tells Veruca not to touch Willow again. "Come stop me. I like it rough, remember?" husks Veruca while rolling her head and eyes simultaneously. Is she supposed to be a werewolf or some kind of possessed Linda Blair creature? Oz looks as revolted as I feel and tells Veruca to leave Willow out of it. Veruca protests that she can't, because Willow is to blame for Oz living in cages and denying his wolfiness. She says, "When she's gone, you'll be able to admit what you are," and while saying "are," she goes in for the mother of all head rolls. I've become sickly fascinated by Paige Moss's peculiar body language. She's like a whole midway freak-show all rolled up into one little body. Veruca approaches Oz and there's a bad blue-screen scene as they both begin to morph into werewolves while discussing their animal natures. "Animals kill," says Veruca, and Oz responds, "You're right. We kill," and attacks her. Finally. Willow cringes in fear as the two fight and transform into wolves. Basically, the fight ends with Were-Oz ripping out Were-Veruca's throat. I know I've been going on and on about how much I hate Veruca, but I'm also a little disappointed that she was such a blatantly "evil" character. In many viewers' eyes, Oz will likely be relieved of responsibility for his actions because Veruca was such an instigator. Oz, however, is the one who had a relationship with Willow, and Oz was the one who made active choices to betray that relationship. Were-Oz growls and approaches Willow, who tentatively reaches out to him -- which is a surprising gesture, considering that she just saw him make a quick snack out of the Other Woman's throat. He begins to attack her and is stopped by Buffy grabbing one of his rear legs and yanking him backwards. They fight, and Buffy shoots Oz with the tranq gun, then throws the gun aside and runs to Willow, who collapses sobbing into her lap. Buffy strokes Will's hair.
Early the next morning, Buffy and Giles sit in his apartment, discussing the previous night's events. He says he doesn't understand, and I honestly don't understand what he doesn't understand. Buffy says she just thought he should he should know, and they discuss the masked commando in the woods. Buffy recalls the similar men she saw on Halloween night and says she wants to know what's going on with these guys, because they're getting in her way. She starts to say that she wasn't in time to save Veruca, and Giles tells her she saved Willow. Buffy responds, "Right now she wishes I hadn't. Giles, I've never seen her like this. It's like it hurts too much to form words." Giles attempts to make Buffy feel better by pointing out that she herself has felt that way and survived. Buffy says, "Yeah, and I ran away and went to hell and then got through it. I'm kinda hoping she doesn't use me as a model." Buffy and Giles sit quietly, looking concerned, and Buff wonders how Oz and Willow will deal with what happened.