Buffy the Vampire Slayer/Beneath You

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Beneath You
Beneath You
Season 7, Episode 2
Airdate October 1, 2002
Production Number 7ABB02
Written by Douglas Petrie
Directed by Nick Marck
← 7x01
7x03 →
Same Time, Same Place
Buffy the Vampire SlayerSeason Seven

Beneath You is the second episode of the seventh season of Buffy the Vampire Slayer, and the one-hundred and twenty-fourth episode overall.

Starring: Sarah Michelle Gellar (Buffy Summers), Nicholas Brendon (Xander Harris), Emma Caulfield (Anya), Michelle Trachtenberg (Dawn Summers), James Marsters (Spike)

and Alyson Hannigan (Willow)

Special Guest Star: Anthony Stewart Head (Rupert Giles)

Guest Starring: Kaarina Aufranc (Nancy)

and DB Woodside (Principal Wood)

Co-Starring: Tess Hall (Punk Girl), Benita Krista Nall (Young Woman), Jack Sundmacher (Ronnie)


Plot Overview

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.


Monster of the Week

  • Sluggoth: The monster who chases Nancy throughout the episode is actually Ronnie, her ex-boyfriend, who Anya transformed into a worm. Unfortunately, she didn't specify what kind of worm and wound up turning him into a Sluggoth. According to Spike a Sluggoth is "a very large, very nasty, natural predator who died around the crusades." He is transformed back into a human when they convince Anya to reverse the spell she cast.

Body Count

# Whom By Whom How Where
1 Punk Girl Robed Figure Stabbed Frankfurt

Arc Advancement


  • Slayer or Slayed?: Frankfurt, Germany.
  • Sunnydale Civilians: The normal population's understanding of the weirdness of Sunnydale is explained as such: "You hear things in this town, living here in Sunnydale, but nobody actually believes them."


  • Spike: Spike has returned to his normal self and is no longer as totally insane as he was in the previous episode. But, after he stabs Ronnie through the shoulder, his mind breaks again. Buffy learns that Spike's soul has returned in the end of the episode. It should also be noted that Spike's chip doesn't seem to be working anymore, but his soul gives him pain instead.
  • Principal Wood: It is mentioned that Principal Wood is a vegetarian in this episode.


  • 6x16 - Hell's Bells: Xander left Anya at the alter when he was shown a possible future where they were both miserable. He figured he was doing her a favor, despite the demon who showed him this future clearly being nefarious.
  • 6x06 - All The Way: Following in her sister's footsteps, Dawn also made out with a vampire. In her defense, she didn't know he was a vampire at the time.
  • 1x06 - The Pack: Principal Flutie was eaten by a pack of hyena-influenced students in the first season.
  • 6x12 - Doublemeat Palace: Buffy briefly worked at the Doublemeat Palace when she was attempting to come up with money to pay bills.
  • 6x19 - Seeing Red: Several references are made (including one flashback) to the episode in which Spike attempted to rape Buffy.
  • 4x07 - The Initiative: Dawn takes Spike aside and says that she'll set him on fire if he touches Buffy. When she does, she makes a reference to the chip that was placed in his head by the Initiative to curb his violence against humans.
  • 6x18 - Entropy: Spike and Anya's relationship lasted for exactly one episode when the two had sex in the magic shop during the referenced episode.
  • 6x13 - Dead Things Spike makes a reference to the time when he and Buffy had sex on the balcony of the Bronze.
  • 6x22 - Grave: Spike's soul was returned to him in the season finale after completing a series of tasks which he hoped to make it so he could kill Buffy once and for all.


The Show

  • Translation: The German phrase in this beginning of this episode is basically Babelfish nonsense, "Von der Tiefe verschlingt es." In the German dubbing, it was changed to "Kommt aus der Tiefe, dich zu verschlingen" which means something to the effect of "Comes from the deep to devour you."

Behind the Scenes

  • The last scene between Spike and Buffy was rewritten and re-shot by Joss. He felt that, in the original draft, it did not show enough emotions between the two and thought it was also time Spike told Buffy about his restored soul.

Allusions and References

  • Batman: Spike makes a reference to the old Batman television series when Batman and Robin would access the Batcave by pushing a button that reveals a hidden door and slide down two poles.
Spike: Little touchy-feely and you're off to the batpoles?

Memorable Moments

  • Spike's long speech at the end of the episode, ending with him embracing a cross that burns his skin.


  • 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, uh, unleashing of hordes of Armageddon that comes pouring out of the school's foundation every now and then, what trouble could these kids have?
  • Xander: Those kids are damn lucky having a Slayer and a friend on campus there for them. I hope they appreciate it. I know I did.
  • Dawn: I thought you hated Sunnydale?
Xander: Yes and no. With an emphasis on the yes.
  • 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 understands them.
Buffy: Can I give detention?
  • Principal Wood: Just remember that while you are here to help, you're not here to be their friend. 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.
  • Principal Wood: There's only three things these kids'll understand: the boot, the bat, and the bastinada. (laughs) It's the... It's a... It's a bad joke. It's the bastinada. No one ever knows what that thing is.
Buffy: 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.
  • Giles: The taxi's here.
Willow: I know.
Giles: And keeping with quaint old British tradition, you would now be expected to get into it.
  • Giles: That's your fear talking.
Willow: Yes and my fear is a big, obnoxious blabbermouth.
  • Dawn: Should we round up the gang?
Xander: Good thinking, except... this is the gang.
  • 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.
  • 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: You come back to town, you make with the big surprises... twice. I don’t know what your game is, Spike, but I know there’s something you’re not telling me.
Spike: You’re right. There is. But we’re not best friends anymore so too bad for me. I’m not sharing. We’ve been through things. The end of the world and back. I can be useful ’cause, honestly, I’ve got nothing better to do. Make use of me if you want.
  • Xander: Right. Sunnydale — come for the food, stay for the dismemberment.
Nancy: There's good food?
  • Anya: (after she sees the gang approaching her) Oh, penis.
  • 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: 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?
(Spike and Xander exchange a look)
  • Xander: You saying this is my fault?
Anya: All I'm saying is none of this happened until you dumped me at the alter.
Xander: And sooner or later, Anya, that excuse just stops working.
  • Buffy: Spike, have you completely lost your mind?
Spike: Well, yes. Where have you been all night?
  • 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? Can we rest now? Buffy... can we rest?