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Next — The Complete Buffy Episode Guide
Beneath You
October 01, 2002


Douglas Petrie

Nick Marck

Sarah Michelle Gellar as Buffy Summers
Nicholas Brendon as Xander Harris
Emma Caulfield as Anya
Michelle Trachtenberg as Dawn
James Marsters as Spike
Alyson Hannigan as Willow Rosenberg
Special Guest Star:
Anthony Stewart Head as Rupert Giles
Guest Stars:
Kaarina Aufranc as Nancy
DB Woodside as Principal Wood
Tess Hall as Punk Girl
Benita Krista Nall as Young Woman
Jack Sundmacher as Ronnie


A girl in Germany is killed by robed figures. Her dying words — "From beneath you it, devours" — come to Buffy in a dream. Buffy reports for her first day at her new job as conselor at the new Sunnydale High. Willow prepares for her journey home; although she worries her friends won't take her back, Giles thinks they will need her help in fighting whatever is coming. Xander meets a woman, Nancy, whose dog has been consumed by a subterranean worm demon. The gang agree to help her; including Spike, who turns up at the Summers' house. Buffy accepts his help, although she isn't happy about it. It turns out that the demon is Nancy's ex-boyfriend Ronnie; Nancy unwittingly wished he was a worm in front of Anya. Xander convinces Anya to change Ronnie back, although she complains that she'll get in trouble for doing so. Spike reveals to Buffy that he has regained his soul.

For the full, detailed synopsis, click here.

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Sluggoth Demon Ronnie the Worm Boy was a Sluggoth demon, a large worm-like being, whose front end was entirely taken up by an enormous maw of teeth. According to Spike, a Sluggoth is "a very large, very nasty, natural predator who died around the crusades." Quite what is meant by "natural predator" when it is also identified as a demon is unclear. All we can tell from the episode is that it is extremely strong, being able to rapidly burrow through solid concrete, and obviously has some sort of intelligence, seeing as how it came after Nancy alone. It is more than slightly reminiscent of the monsters in the movie Tremors, which were similar looking burrowing worm creatures.

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Body Count

Anonymous Girl
Stabbed by robed figure.
Total: One (Two if you count Nancy's dog Rocky.)
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Dialogue to Die For

Dawn: "I mean, it's just so cool! You're coming to school with me! You'll be, like, there the whole time! (Brief pause.) You understand you cannot talk to me, look at me, or hang out with any of my friends, right?"

Dawn: "Should we round up the gang?"
Xander: "Good thinking, except... this is the gang." (Referring to himself, Buffy, and Dawn.)

Spike: "I can be useful, 'cause, honestly, I've got nothing better to do."

Spike: "No touching! Am I flesh? Am I flesh to you? Feed on flesh. My flesh. Nothing else, not a spark. Oh, fine. Flesh, then. Solid through. (He begins to unbutton his pants.) Get it hard, service the girl."

Spike: "Angel— he should have warned me. (Buffy begins to realize what he's talking about.) He makes a good show of forgetting, but it's here, in me... all the time. The spark. (pause) I wanted to give you... what you deserve. And I got it. They put the spark in me. And now all it does is burn."
Buffy: "Your soul."
Spike (laughing): "Bit worse for lack of use."
Buffy: "You got your soul back. How?"
Spike: "It's what you wanted, right? It's what you wanted, right?! And-and now everybody's in here, talking. Everything I did, everyone I— and him. And it. The other... the thing... beneath... beneath you. It's here, too. Everybody... they all just tell me go. Go... to hell."
Buffy: "Why? Why would you do that?"
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— (He pauses, almost crying.) To be a kind of man. And she shall look on him with forgiveness... and everybody will forgive and love. (Spike goes to the cross at the front of the church.) He will be loved. (He drapes himself over the cross. His skin begins to burn.) So everybody's okay, right? (Buffy is crying.) C-can we rest now? Buffy? Can we rest?"

More quotes from this episode...

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Dialogue to Bury

Nancy: "You know the feeling that you get when your ex is constantly ruining every part of your life and it just doesn't stop?"
Xander: "Yes."
    Bollocks. What is Anya constantly ruining? His successful job? Nope. His great friendships? Nope. Sheesh.
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  • Opening sequence
  • The opening of this episode, with the pink-haired German girl running from the robed figures, is reminiscent of the movie Run Lola Run. That movie featured a red-haired German girl doing a lot of running, and featured similar techno music playing in the background. It also has a bit of an Alias feel to it.

  • Buffy: "[A bastonada is] a wooden rod used to slap the soles of the fee in Turkish prisons, but if made with the correct wood, makes an awesome billy club."
  • Buffy pretty much explained what a bastonada is; their use is not limited to Turkey however, but is common across the East to this day. A billy club is basically a club, often a police officer's club. Note, we are transcribing the word as the Spanish bastonada due to the pronunciation in the episode clearly ending in the "a" sound, but the English word (which originated from the Spanish word) is bastinado.

  • Wishy Chick: "I want more quesadillas?"
  • A quesadilla is a Mexican dish consists of two flour tortillas with cheese in between (and perhaps also meat, beans, onions, or other ingredients), fried or toasted, and often cut into quarters before serving. May also be done with one tortilla, folded in half around the filling.

  • Wishy Chick: "A margarita?"
  • A margarita is a mixed drink generally consisting of tequila, triple sec, and lime juice, often served with the rim of the glass salted.

  • Anya (to Nancy): "I didn't think you were gonna go all narc on me."
  • Narc is technically short for a narcotics officer, though common usage has made it refer to any informer, because of the tendency for narcotics officers to work undercover. Note: The American term "narc" has its own origin (as noted here), separate from the similar British term "nark." Details here.

    Yorkshire Terrier
  • Xander (to Anya): "People's lives are in danger, and you give it up for the Yorkie?"
  • Yorkshire Terriers are a small breed of dog (about 6 inches tall), which were bred to hunt rats and badgers, their small size helping them penetrate the lairs of such creatures. They are perhaps best known for their long coats.

  • Spike (about the worm demon): "It's a very large, very nasty, natural predator who died around the crusades."
  • The crusades were expeditions undertaken by the Christian nations of Europe to annex the holy places of the Middle East (e.g. Jerusalem) from Muslim rule. Crusading knights usually wore tunics with a large crucifix emblem on the front. Traditionally the crusades are considered to have lasted between 1095 to 1270; in actuality however they continued on for several centuries beyond this. The term crusade is now often used to describe almost any war waged primarily or solely for the sake of religion. More information on the crusades can be found here.

  • Spike: "Little touchy-feely and you're off to the batpoles?"
  • A reference to Batman — in many comics and the 60s TV show, Batman and Robin slide down poles, similar to the poles in fire stations, to get to the bat cave. The discovery of some danger would often prompt a cry of, "To the batpoles!"

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  • Lessons

    This episode starts off with another girl getting killed by robed figures, like last week, this one in Frankfurt, Germany. Also last week, Principal Wood hired Buffy to work part-time at Sunnydale High as a counselor. Additionally, as referenced by Buffy and Spike, Buffy ran into Spike in the school basement, where he was clearly rather loony (and hadn't been bleaching his hair).

  • Hell's Bells

    Xander was supposed to marry Anya in "Hell's Bells," but got cold feet, and left her at the altar. This led to her becoming a vengence demon again, which we first received confirmation of in "Entropy." Xander and Anya's first date was at the prom in the Season 3 episode "The Prom."

  • All The Way

    Buffy reminds Dawn of her makeout session with a teen vampire last Halloween.

  • The Pack

    Buffy makes reference to Principal Flutie, who was eaten by hyena-possessed students in "The Pack."

  • Doublemeat Palace

    Buffy wonders if Principal Wood enjoyed her work at Doublemeat Palace, the burger joint where she worked last season, beginning in the aptly titled "Doublemeat Palace." It turned out that the burgers were made of "a formed and texturized vegetable-based meat-like product" — but flavored with beef fat, so Principal Wood would still want to avoid it regardless.

  • Villains, Two To Go, Grave

    Willow worries that she'll "go all veiny and homicidal again," referring to her dark-magick powered rampage at the end of last season (inspired by the death of her girlfriend, Tara), during which she killed Warren and Rack, and tried to end the world.

  • Once More, With Feeling through As You Were

    Spike and Buffy both reference their relationship. They first kissed in "Once More Wth Feeling," first had sex in "Smashed," and finally broke up, at Buffy's initiative, in "As You Were."

  • Passion and Crush

    Spike tells Buffy that she can lock the door behind him with any spell she likes, referring to the spell they've used before which revokes a vampire's invitation into the home and prevents them from entering. They first used this spell in "Passion," to lock Angel out of the Summers' residence. It was used against Spike in "Crush," but Buffy invited him in again "The Gift."

  • Seeing Red

    Many references are made (including a flashback) to "Seeing Red," when Spike tried to rape Buffy.

  • The Initiative

    Dawn refers to the chip in Spike's head, placed there by the government agency the Initiative to prevent him from hurting humans (by creating extreme physical pain when he tries to do so). It doesn't work on Buffy, as we found out in "Smashed," because the spell Willow cast to resurrect Buffy slightly changed her molecular makeup, and the chip doesn't recognise her as human.

  • Entropy

    Anya and Spike make reference to the one time they had sex, in the Magic Box.

  • Dead Things

    Spike asks Buffy if she's up for another round in the balcony, referring to when they had sex on the balcony in the Bronze (while people were in the club).

  • The Gift

    Spike complains that he spilled useless buckets of salt over Buffy's "ending," presumably referring to the tears he shed after she sacrificed her life in the Season 5 finale.

  • Seasons 1 through 3

    Spike says that Angel should have warned him. Angel was the original vampire with a soul (a curse placed upon him as punishment for his murder of a Gypsy girl), as well as being Spike's mentor back before he got his soul, and was Buffy's first love. He left Sunnydale in "Graduation Day Part Two."

  • Grave

    Spike got his soul back in "Grave" after completing a series of physical challenges imposed on him by a mysterious demon.

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Goofs and Gaffes

  • When we first see Spike crawling in the basement, moving toward the rat, his reflection can be seen on the marble wall to his right (our left).
          Spotted by Marsia.

  • Xander seems surprised when Nancy runs into him, though since he was walking in the direction of the hole in the ground and the big demon that jumped out at her, you'd think he would have noticed the roaring, and probably seen her coming.

  • When Xander and Nancy start running from Ronnie the worm boy in her apartment building, we see the tiles behind them being thrown up by the worm plowing through, but in some shots when they're running toward the camera, the tiles behind them appear to be intact.

  • When Buffy enters the Bronze, she puts her sword on Anya's table, where there are already glasses. During the fight, the sword disappears and there are suddenly fewer glasses on the table.
          Spotted by Marsia.

  • Xander refers to Nancy's dog as a Yorkie (Yorkshire Terrier), but it looks more like a Cairn Terrier or some other shorter-haired Terrier. Yorkies are a long-haired breed (see References above). I'm not an expert, though, so I concede the possibility that the dog was a puppy (and its hair hadn't grown long yet), or was very well trimmed.

  • After Spike stabs Ronnie, he grabs his head with his right hand. We cut to a commercial, and when we cut back, Spike has both hands on the iron bar again. Sure, he could have put his hand back offscreen, but it doesn't sit right.

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  • I haven't been able to identify the music in this episode, but someone did submit some info about the lyrics to the techno song in the beginning. The same sentence is sung (in German) repeatedly: "Von der Tiefe verschlingt es," which means "From the depth it devours."
          Submitted by Vanessa.

  • Buffy has a desk in the faculty office, rather than her own office. While this makes sense in a way (the school might not be able to spare an entire office just for a part-time counsellor), it's not very conducive to getting students to feel comfortable spilling their guts to her.

  • Principal Wood is a vegetarian.

  • Nancy explains the awareness of Sunnydale's population thus: "You hear things in this town, living here in Sunnydale, but nobody actually believes them."

  • It appears that Spike's chip may not be working, possibly as a result of having gotten his soul back. When he stabs Ronnie, he grabs his head and howls in pain, but suddenly stops and looks surprised — perhaps surprised because there is no pain. This seems to be supported by his statement that the joke is on him, possibly meaning that although the chip will no longer get in his way, his soul will.

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Related Merchandise

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Now, I think there were an awful lot of highlights in this episode, but I will leave my opinion of Spike to this line: "I don't know what beast he is... but he's gone." Make of it what you would; it's the most descriptive piece of dialogue in tonight's whole damn show. Stupid Xander. Stupid Anya. I know that life has unresolved issues, but I don't think a TV show has that luxury. I want reconciliation or a definite end to the relationship. And I hope Nancy never comes back. She had a weird mouth. But no one stays that resentful for that long, do they? Or are Xander and Anya really that made for each other? Dawn has suddenly stopped sucking ass. Way to go, Dawn! Ass is addictive and very difficult to stop sucking, but I hope you stay on the wagon for the rest of the season. Buffy, while occasionally stupid and annoying, has managed to stay in my good graces for the majority of 6 seasons. The reason why is her (and SMG's) ability to sympathize and express that sympathy, to realize when she's needed and to be of service. If Angel had hugged the cross (beautiful imagery, btw), Buffy would have immediately pulled him off of the thing, but Buffy bears the burden of Spike's soul in a way that never did with Angel's. Spike basically told her that she was his sole motivation. (Oooh, a pun!) What made me cry at the end of the ep was the complete and total shock, indecision and inaction that Buffy showed upon realizing Spike has his soul. They are so screwed. I LOVE ANGST! But, where's Clem? (8.5/10)
Jamie stole my comments on Spike's awful shirt, so I guess I'll have to find something else to comment on. Another girl murdered in the opening of an episode, presumably this must be linked to the season arc (everyone seems to think that scene was just like Run Lola Run, but personally it reminds me more of Alias). I liked Ronnie the worm boy; although very similar to Tremors, well, I liked that film, so I'm not complaining. Quite a different little bad to anything we've seen before I think, and surprisingly good and effective special effects. I like Principal Wood, which bodes well for future episodes which might revolve around Buffy's job, and I'm glad Dawn is being allowed to lighten up and be more fun this season, especially since she'll probably become a bigger part of the show from now on, particularly if they're hoping she'll take over the show if SMG leaves after this season. Nancy too (I hope Jamie doesn't read this). I always like those scenes where they try and explain their lives to outsiders. They should do that more, it's good to break open what is the essentially closed little world of the scoobies every so often. Xander and Nancy's flirting was amusing; it's too bad we probably won't see her again. But I guess you never know, that was the intention with Anya, and look at her now. Speaking of which, Anya was great too, very funny in her scenes, particularly the antagonism towards Xander. It was nice to see her trying the vengence gig, and her super strength. I really hope we get to see more of her in this season. My favourite scene of the whole episode had to be the one where Buffy fights Spike, because it was a return of the old Spike. I never realised how completely uninteresting I found the new Buffy-whipped Spike until confronted with old Spike again in this episode. I want a return to Spike of old! And while we're at it, a return of old Xander too. New boring Xander hasn't made a good wisecrack in about 3 seasons. Nothing really wrong with the episode, but nothing truly great (no, not even the end scene with Spike - although good, it wasn't great) either, so all in all we're left with a nice solid episode. (7/10)
Jamie Marie:
So, the infamous shirt. Some people seem to hate it simply because it's blue, but I wouldn't mind it — if it didn't have 3/4 length sleeves. Men should not wear 3/4 length sleeves. It's wrong. Anyway, raise your hand if you were reminded of Alias during the teaser. I love Alias, so cookies all 'round for anyone who watches! Don't you just love Michael Vartan? So, right, Buffy. The monster-of-the-week aspect of the story was fair enough; nothing amazingly scary nor amazingly creative, but it was good old fashioned BtVS fun. One of those that makes you wish they had a whopping budget to get some truly stunning special effects (not that the ones they had were too bad), but I also wish I'd win the lottery; we can't always get what we want. The Spike aspect of the episode was more impressive — very engaging, fun (woo! an appearance by the Spike of old in the Bronze!), and touching at the end. James Marsters puts in yet another excellent performance, as does SMG. Also, lest anyone ever forgets: I love Anya! (7.5/10)
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Air Date Rating Ranking
October 01, 2002 3.1 92 of 128 (tie)
December 03, 2002 2.0 105 of 136 (tie)

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