BUFFY: You need to back down and think a minute, Will.

WILLOW: Wasn't gonna hurt her, Buzzkill.

DAWN: She tried to turn me back...

BUFFY: You're attacking the people who love you now?

WILLOW: Only the ones in my way...

BUFFY: That's not... you need help.

WILLOW: I'm doing fine on my own, thanks.

BUFFY: Dawn - get out of here. Go!

WILLOW: Don't. We're all friends.

BUFFY: Willow, I know what you want to do, but you have to listen to me: the forces inside you are incredibly powerful. They're strong, but you're stronger. You *have* to remember you're still Willow.

WILLOW: Let me tell you something about Willow. She's a loser. And she always has been. People picked on Willow in junior high school, high school, up until college... with her stupid mousy ways and now - (amused) Willow's a junkie.

BUFFY: I can help.

WILLOW: The only thing Willow was ever good for... the only thing I had going for me - were the moments - just moments - when Tara would look at me and I was wonderful. And that will *never* happen again.

BUFFY: I know this hurts, bad - but Willow, if you let loose with the Magicks now, it'll never end.

WILLOW: Promise?

BUFFY: You don't want that.

WILLOW: Why not?

BUFFY: Because you'll lose everything. Your friends, your self... Willow, if you let this control you, then the world goes away. And all of us with it. There's so much to live for. Will, there's *too* much -

WILLOW: Please! This is your pitch? Buffy, you hate it here as much as I do. I'm just more honest about it.

BUFFY: That's not true...

WILLOW: You're trying to sell me on the world? The one where you lie to your friends when you're not trying to kill them and you screw a vampire just to feel and insane asylums are the comfy alternative? This world? Buffy, it's me! I know you were happier when you were in the ground. The only time you were ever at peace in your whole life is when you were dead. (beat) Until Willow brought you back.

(Transports them all to the Magic Box)

WILLOW: You know - with Magick? Sorry. It can be kind of a rough trip if you're, you know - not me.

• Willow & Buffy
• Willow's Witchiness

written by: Douglas Petrie; No transcript available, so I started with the Shooting Script and spent a couple-three hours editing it to match what was said and shown on the broadcast version. . Full transcript at: