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Buffy gets a premonition, warning: “From beneath you, it devours.” When Xander happens upon a woman whose dog was eaten by a giant, worm-like demon, Buffy is surprised when a suddenly sane and composed Spike offers to help.

Episode Info
Episode number: 7x2
Production Number: 7ABB02
Airdate: Tuesday October 01st, 2002

Director: Nick Marck
Writer: Douglas Petrie

Special Guest Stars
Anthony Stewart HeadAnthony Stewart Head
As Rupert Giles

Guest Stars
D.B. WoodsideD.B. Woodside
As Principal Wood

Co-Guest Stars
Tess HallTess Hall
As Punk Girl
Benita Krista NallBenita Krista Nall
As Young Woman
Main Cast
Sarah Michelle GellarSarah Michelle Gellar
As Buffy Anne Summers
Nicholas BrendonNicholas Brendon
As Alexander "Xander" Harris
Alyson HanniganAlyson Hannigan
As Willow Rosenberg
Emma CaulfieldEmma Caulfield
As Anya Jenkins
Michelle TrachtenbergMichelle Trachtenberg
As Dawn Summers
Episode Notes
This episode scored a 4.0/6 in the overnight ratings.

This episode ranked 4th out of 10 UPN shows for that week.

Ranked 92 out of 128 prime time shows.

As of this episode, Buffy now works at the newly-restored Sunnydale High. This will be the last job she takes in the series.

Joss Whedon re-wrote and re-shot the final scene between Buffy and Spike because the original was not to his liking.

Episode Quotes
Wood: Trust me, you open that door and these students will eat you alive.
Buffy: You heard about Principal Flutie, right?
Principal Wood: Hmm?
Buffy: Forget it.

Dawn: You sleep, right? You, vampires… you sleep?
Spike: Yeah, what’s your point, niblet?
Dawn: Well, I can’t take you in a fight or anything, even with a chip in your head. But you do sleep. If you hurt my sister at all… touch her… you’re going to wake up on fire.

Spike: (to Buffy) And when exactly did your sister get unbelievably scary?

Buffy: Spike, have you completely lost your mind?
Spike: Well, yes. Where have you been all night?

Giles: That's your fear talking.
Willow: Yes, and my fear is being an obnoxious blabbermouth.

Dawn: Should we round up the gang?
Xander: Good thinking, except... this is the gang.

Xander: Right. Sunnydale— come for the food, stay for the dismemberment.

Spike: Buffy, shame on you. Why does a man do what he mustn't? For her. To be hers. To be the kind of man who would nev— To be a kind of man. And she shall look on him with forgiveness and everybody will forgive and love... and he will be loved. So everything's okay, right?

Xander: Those kids are damned lucky having a Slayer and a friend on campus there for them. I hope they appreciate it. I know I did. Days gone by, huh?
Dawn: I thought you hated Sunnydale?
Xander: Yes and no. With an emphasis on the yes.

Buffy: I doubt we'll even see each other. Assuming I even half-understand my fuzzy job description.
Dawn: It's not fuzzy. You're what? Dealing with troubled kids?
Xander: At a spankin' new Hellmouth High. Please… outside of drugs and violence and unwanted pregnancy and… the unleashing of hordes of Armageddon that comes pouring out of the school's foundation every now and then, what trouble could these kids have?

Principal Wood: You'll be surprised, Buffy. You're the youngest and least stuffy member of this faculty. I think the students are going to want to come in and talk to you and when they do, don't evaluate them. Just listen. They need to feel like there's someone around here who actually understand them.
Buffy: Can I give detention?

Principal Wood: There's only three things these kids understand: the boot, the bat and the bastinada. It's… it's a bad joke. It's the bastinada… no one ever knows what that thing is.
Buffy: A wooden rod used to slap the soles of the feet in Turkish prisons but if made with the correct wood, makes an awesome billy club.

Buffy: Xander, take Nancy home. Spike and I will patrol.
Dawn: I'm command central so everybody check in with me. Okay, I'll be here doing my homework but the other one sounded cooler.

Nancy: Well, thanks. And that's a couple of levels of lameness right there, me saying thanks after everything you've done for me tonight.
Xander: Well, you could slip me a twenty but then I'd have to act all offended.

Buffy: Anya, that thing you created burst through solid pavement and ate her dog.
Anya: Aww puppy!
Xander: Wait! That gets your sad noise? People's lives are in danger and you give it up for the Yorkie?

Anya: Hey! Hands off the merchandise, Spike. You don't get to go there again.
Spike: Please, I've already forgotten about our little time together.
Nancy: (to Anya) I thought you were Xander's ex-girlfriend?
Anya: I am.
Nancy: But you and Spike?
Anya: Had a thing.
Spike: Didn't last.
Nancy: (to Spike) But weren't you Buffy's…
Spike: Briefly.
Buffy: Never serious.
Nancy: Is there anyone here who hasn't slept together?

Nancy: No way! Are you saying that that thing was Ronnie?
Anya: You wish it, I dish it; I thought we were clear on this! I didn't know you would go and narc on me!
Buffy: You wished your ex was a worm?
Nancy: Well... we were just... talking...

Buffy: I heard screaming.
Dawn: That was you.
Buffy: There was a girl.
Dawn:That would be me.

Anya: (after she sees the gang approaching her) Oh, penis.

Episode Goofs
In the beginning of the episode where Spike is chasing a rat, his reflection can be seen in a filing cabinet.

Cultural References
Opening Sequence:

The opening sequence of the episode, in which a young girl sporting a pink wig is running from an attacker, as techno music plays to the background, is speculated to be an homage to either Run, Lola, Run, or the ABC spy-drama, Alias, starring Jennifer Garner.

Spike: Hey, is that it? A little touchy-feely, and you're off to the Batpoles?

This is a reference to the 1960's television series Batman. When summoned, Batman and Robin would slide down the Batpoles as their way into the Batcave. Also, by the time they reached the bottoms, they would both already be dressed in their costumes.

Episode References
Wood: Trust me, you open that door and these students will eat you alive.
Buffy: You heard about Principal Flutie, right?

This is a direct reference to the season 1 episode, "The Pack" where Principal Flutie was literally eaten alive by hyena students.

Other Episode Crew

CreatorJoss Whedon
Executive ProducerSandy Gallin  |  Joss Whedon  |  Fran Rubel Kuzui  |  Kaz Kuzui  |  Gail Berman  |  Marti Noxon
Co-Executive ProducerJane Espenson  |  David Solomon  |  David Fury
Supervising ProducerDouglas Petrie
ProducerMarc D. Alpert  |  Gareth Davies
Co-ProducerJohn F. Perry
Associate ProducerDenise Pleune
Production DesignerMarc Fisichella
EditorLouise Innes
CastingAmy McIntyre Britt  |  Jennifer Fishman  |  Anya Colloff
Unit Production ManagerJohn F. Perry
First Assistant DirectorLeslie Franks Cusack
Second Assistant DirectorMelissa Lorenz
Music SupervisorJohn C. King
Costume DesignerTerry Dresbach
HairstylistLisa Marie Rosenberg
Key GripGeorge Palmer
Camera OperatorSteven H. Smith
Set DecoratorSusan Mina Eschelbach
Location ManagerJeffrey Garrett
Transportation CoordinatorRobert Ellis (2)
Property MasterAndrew T. Grant
Construction CoordinatorMike Brooks (1)
Production Sound MixerBuck Robinson
Script SupervisorSuzanne McRobert
Production CoordinatorLisa Ripley-Becker
Script CoordinatorTamara Becher
Assistant EditorJon Dudkowski
Supervising Sound EditorCindy Rabideau
Re-Recording MixerDeb Adair  |  Tom Perry  |  Bill Jackson (1)
Director of PhotographyRaymond Stella
Story EditorDrew Z. Greenberg
Stunt CoordinatorJohn Medlen (1)
Art DirectorCosmas A. Demetriou
Post Production CoordinatorMelissa Owen
Executive Story EditorRebecca Sinclair
Makeup Department Head Peter Montagna
Visual Effects SupervisorLoni Peristere
Main Title DesignMontgomery/cobb
Casting AssistantMichael Nicolo
Chief Lighting TechnicianChristopher C. Strong
ScoreRobert Duncan (2)
AssistantChip Hatton  |  Kern Eccles  |  Mike Boretz  |  Laura Lewis  |  Natasha Billawala
Casting AssociateLonnie Hamerman
Key HairstylistSean Flanigan
Original CastingMarcia Shulman
Visual EffectsZoic Studios
Special Effects CoordinatorAndre Ellingson
Makeup ArtistBrigette A. Myre  |  Carol Schwartz-Maehl
Paint ForemanLisa Gamel
LeadpersonTom Wilson (2)
Theme ByNerf Herder
Production AuditorKen Lee
Post Production ServicesR!ot
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