A giant worm-like creature begins stalking a young girl. As the gang begin to investigate, they realise it's appearance in Sunnydale may be linked to Anya.



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Episode cast overview:
Rupert Giles (as Anthony Stewart Head)
Kaarina Aufranc ...
Principal Robin Wood (as DB Woodside)
Tess Hall ...
Punk Girl
Young Woman
Jack Sundmacher ...


As Buffy awakes from a bad dream with the warning, "From beneath you, it devours.", Xander meets a young woman whose dog was eaten by a creature that burrowed up out of the ground. Spike offers his assistance, but the group is still uneasy about having him around. The gang soon discovers that the source of the monster is closer to them than they thought. Meanwhile, Willow has mixed emotions as she prepares to leave England and return to Sunnydale. Written by Alex

Plot Summary | Plot Synopsis


TV-PG | See all certifications »




Release Date:

1 October 2002 (USA)  »

Company Credits

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Technical Specs


Sound Mix:


Aspect Ratio:

1.33 : 1
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Did You Know?


In the pre-title sequence, when the pink-haired girl is chased through Frankfurt, the German vocals of the song are "Von der Tiefe / es verschlingt", which translates to the idé fixe of the season, "From beneath you it devours" (although it should really be 'Aus der Tiefe'...). See more »


(24:25) When Xander and Nancy survey the damage to the flooring in the corridor, the hole that the demon rose from is now only about 30cm deep and lined with black polythene. See more »


Buffy: This is all you get. I'm listening. Tell me what happened.
Spike: I tried to find it, of course.
Buffy: Find what?
Spike: The spark. The missing - the piece, that fit. That made me fit because you didn't want - I can't. Not with you looking. I dreamed of killing you. I think they were dreams. So weak. Did you make me weak? Thinking of you? Hauling myself, and spilling useless buckets of salt over your- ending. Angel, he should've warned me. Makes a good show of forgetting, but it's here. In me. All the time. The ...
See more »


References Run Lola Run (1998) See more »


Buffy the Vampire Slayer Theme
Written by Nerf Herder
Performed by Brandon K. Verrett
See more »

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User Reviews

For me, it's all about Spike's scene in the church
5 September 2006 | by (United States) – See all my reviews

BTVS has some beautiful, heart breaking monologues over the course of its seven seasons. Angel and Buffy standing in that clearing as they argue about love and redemption in season three's "Amends." Oz and Willow saying good-bye for the last time in season four's, "A New Moon Rising." Spike talking to the newly resurrected Buffy in season six's "After Life." The list goes on and on. But, nothing can beat Spike's monologue in "Beneath You." This is the episode where Buffy learns that Spike has his soul back. Confronting him in an abandoned church, she listens to Spike as he tried to explain what's happened to him. His speech, and her reactions to it, become one of the best scenes that BTVS ever created. I highly recommend that you see "Beneath Me," just to watch Spike steal the show in the last five minutes of the episode.

Technically, "Beneath You" revolves around a big worm demon attacking some random woman, who'll we'll never see again. But really, it's mainly about Spike. The woman is walking her dog, Rocky, and a big worm monster sucks the little pooch right under the ground. The woman runs into Xander and the Scoobies offer to help her investigate. As the plan, Spike shows up. Dressed in a very un-Spike looking blue shirt he claims that he's feeling much better and wants to lend a hand. Xander and Dawn are furious that Buffy didn't tell them that Spike was in town. Buffy is uncertain about Spike's sudden sanity and is still convinced that he's hiding something.

Xander finally realizes that Anya is behind the demon attack. She cursed a man, making him a giant worm thing, and now he's out for revenge against his ex-girlfriend. The Scoobies confront Anya at the Bronze. She dismisses their complaints and says that she had a vengeance quota. Then, Anya looks at Spike and sees his new soul. Spike is horrified and tries to hide the truth from the others. He and Anya get into a fight, scaring the woman the Scoobies were helping. She runs away and Buffy follows her. The demon worm attacks again and Spike shows up to help fight it. Unfortunately, Xander has just convinced Anya to undo the spell. So as Spike stabs the worm with a pipe, it suddenly becomes a regular guy again. Spike freaks out. Buffy gapes at him as he goes back to ranting about people talking to him and screaming at nothing. Then Spike runs off. Buffy corners him in an abandoned church and demand to know what's happened to him. As Spike talks, she realizes that he has his soul back.

There are some great parts to this episode. I love Anya and her scenes with Spike at the Bronze are just brilliant. She sees the soul in him and Spike's scared that she'll tell the Scoobies. Their resulting fight has Anya transforming into her vengeance demon face, while Spike ping-pongs between personas trying to stay in control. Anya and Spike are basically good "people." But, they're afraid that others will see them as weak, so they try to come off as Black Hats. Anya doesn't want to continue with vengeance wishes, but she can't bring herself to admit that she's changed. She brazen out Xander's criticism about her work. Spike is embarrassed and confused by his new soul. He switches back to his season two "evil" Spike voice, attempting to hold his facade in place. Anya and Spike both have conflicted feelings and a desire to cling to their past "demon"-ness. But, tellingly, they're also the only two who really feel badly about Rocky the dog. It's great. Finally, on a shallow note, Spike looks really good both in and out of that blue shirt "disguise."

But, like I said earlier, for me, it's all about Spike's monologue in that church. It wrings every drop of emotion from him, from fear, to anger, to love, to confusion, to sorrow and, finally, to a weary, hopeless acceptance of his new soul. Buffy watches him, tears tracing down her cheeks, as she realizes that he's done all this for her. That he got his soul back, at least in part, because he couldn't forgive himself for trying to rape her back in season six's "Seeing Red." Now, Spike's past victims and the First are haunting him. He's suffering, and helpless, and alone. The phrase "beneath you" will be reference a lot this season in connection to the First. But, the words also go back to season five's "Fool for Love," where both Cicily and Buffy rejected William/Spike by saying that he was "beneath" them. On some level, he's still trying to prove them wrong. When Spike walks down the aisle and drapes himself over the cross, it's as if he's trying to become part of something good, again. To be worthy of something better. The cross is burning his skin and he doesn't even notice. He's begging for love and forgiveness. After this, Spike can pretty much do anything and Buffy will basically shrug it aside. (See, "Sleeper.") In this one scene, he becomes the most tragic, sympathetic character on the show.

On the downside, I think that Buffy should have asked Angel to come and help Spike. Spike and Angel have their problems, but on a deeper, fundamental level, they're family. Angel is the one "person" in the world who could help Spike deal with his new soul and he'd come back to Sunnydale if Spike needed him. Granted, Angel just got saved from the bottom of the sea and has some problems of his own, but Buffy could've at least called him.

My favorite part of the episode: Spike saying that Angel should have told him about the weight of a soul. It's nice that Spike finally sees how hard it's been for poor Angel.

60 of 60 people found this review helpful.  Was this review helpful to you?

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