A giant worm-like creature begins stalking a young woman. 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?


Buffy asks Principal Wood if she can issue detention, much as Willow did in the Season Two episode "Passion". 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 »


Xander Harris: Sunnydale. Come for the food, stay for the dismemberment.
Nancy: There's good food?
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

8 May 2012 | by (United Kingdom) – See all my reviews

The Good; All the Spike/Buffy stuff and some nice scenes with Xander and a potential love interest (maybe she wasn't demony enough for him?). Also love Dawn threatening Spike

The Bad; More dead potentials, ugh! Stupid looking worm, I expected something more Tremors. Also it attacks Nancy in her house but then just goes away? The mad Spike and Buffy scene at the end goes on too long.

Best line; Spike; "When did your little sister become unbelievably scary?"

Women good/men bad; Anya still tempting the scorned

Jeez!; Spike punching Anya isn't nice

Kinky dinky; Xander lists unwanted pregnancy as one thing Buffy will have to help the high school pupils with. Spike refers to 'Getting it hard and servicing the girl'. Anya exclaims "Oh penis!"

Captain Subtext; The little look Spike and Xander give each other when Nancy wonders if any Scoobies haven't slept with one another. Once again virginal Dawn is threatened by a huge phallic symbol. Anya calls her latest dupe 'Honey'.

Guantanamo Bay; Buffy knows that a bastinado is a hardwood club used to torture prisoners in Turkey. Giles would be proud.

Apocalypses; 7,

Scoobies in bondage: Buffy: 8 Giles: 4 Cordy: 5 Will: 4 Jenny: 1 Angel: 4 Oz: 1 Faith: 3 Joyce: 1 Wes: 1 Xander; 2 Dawn; 4

Scoobies knocked out: Buffy: 19 Giles: 12 Cordy: 6 Xander: 14 Will: 8 Jenny: 2 Angel: 6 Oz: 3 Faith: 1 Joyce: 3 Wes: 1 Anya;5 Dawn; 4 Tara; 1

Kills: Buffy: 108 vamps, 58 demons, 6 monsters, 3 humans, 1 werewolf, 1 spirit warrior & a robot Giles: 8 vamps, 2 demon, 1 human, 1 god. Cordy: 3 vamps, a demon Will: 6 vamps + 3 demons +1 fawn+1 human. Angel: 3 vamps, 1 demon, 1 human Oz: 3 vamps, 1 zombie Faith: 16 vamps, 5 demons, 3 humans Xander: 6 vamps, 2 zombies, 1 a demon, Anya: 1 vamp and 1 a demon Riley; 18 vamps + 7 demons Spike; 8 vamps and 6 demons Buffybot; 2 vamps Tara; 1 demon Dawn; 1 vamp + 1 demon

Scoobies go evil: Giles: 1 Cordy: 1 Will: 3 Jenny: 1 Angel: 1 Oz: 1 Joyce: 1 Xander: 4 Anya; 1 Dawn; 1 Buffy; 1

Alternate scoobies: Buffy: 8 Giles: 4 Cordy: 1 Will: 5 Jenny: 2 Angel: 3 Oz: 2 Joyce: 2 Xander: 4 Tara; 1 Dawn;1 Spike; 1 Anya; 2

Recurring characters killed: 12 Jesse, Flutie, Jenny, Kendra, Larry, Snyder, Professor Walsh, Forrest, McNamara, Joyce, Katrina, Tara

Sunnydale deaths; 94

Total number of scoobies: the Dawnster is finally part of the Scoobies, about time too. Great line when Dawn says assemble the gang and Xander points out that the 3 of them ARE the gang. Xander, Buffy, Dawn

Xander demon magnet: 5(6?) Preying Mantis Lady, Inca Mummy Girl, Drusilla, VampWillow, Anya (arguably Buffy & Faith with their demon essences?), Dracula?

Scoobies shot: Giles: 2 Angel: 3 Oz: 4 Riley; 1 Buffy; 1 Tara; 1

Notches on Scooby bedpost: Giles: 2; Joyce & Olivia, possibly Jenny and 3xDraccy babes? Cordy: 1? Buffy: 4 confirmed; Angel, Parker, Riley, Spike. 1 possible, Dracula(?) Angel: 1;Buffy Joyce: 1;Giles, 2 possible, Ted and Dracula(?) Oz: 3; Groupie, Willow & Verucca Faith:2 ;Xander, Riley Xander: 2; Faith, Anya Willow: 2;Oz and Tara Riley; 3; Buffy, Sandy and unnamed vampwhore Spike; 2 Buffy and Anya Anya; 2 Spike and Xander

Dawn in peril; 11

Dawn the bashful virgin; 9

Questions and observations; Lovely moment with Xander and Buffy in the car when he tells her the SDH kids are lucky to have her. The worm rather reminds me of an old horror film call 'Blood Beach'. Spike has his old hair back, he gradually resembles himself more and more over the season. Love Buffy's Daisy Duke line "Where I go to get my scorn on!" Always thought Nancy was the same girl who was a White-hat in The Wish but she wasn't. Nice pun on 'Beneath You', remember 'Fool for Love'. Spike assumes the same Christ-like pose he showed us in Restless.

Marks out of 10; 7/10

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