Writer:	Joss Whedon, David Greenwalt
Director:	Bruce Seth Green
Star:	Alyson Hannigan (Willow Rosenberg),  Nicholas Brendon (Alexander 'Xander' Harris),  Sarah Michelle Gellar (Buffy Anne Summers),  Charisma Carpenter (Cordelia Chase),  Anthony Stewart Head (Rupert Giles)
Recurring Role:	Dean Butler (Hank Summers),  Andrew J. Ferchland (The Anointed One),  Mark Metcalf (The Master),  Kristine Sutherland (Joyce Summers)
Guest Star:	Justin Urich (Wendell),  J. Robin Miller (Laura),  Jeremy Foley (Billy Palmer),  Terry Urdang (Ms. Tishler),  Scott Harlan (Aldo Gianfranco),  Brian Pietro (Coach),  Johnny Green (Way Cool Guy),  Patty Ross (Cool Guy's Mom),  Dom Magwili (Doctor),  Sean Moran (Stage Manager)

It was Alyson Hannigan's idea for Willow to suffer from stage fright, which is how the writers decided to make performance anxiety her biggest nightmare. (edit) When Wendell says that he doesn't hate spiders and that in fact he loves them (spiders hate him), Xander asks "that's platonic right?" After the praying-mantis-woman tried to mate with him in Teacher's Pet (1x04), Xander may not consider this a rhetorical question. (edit) Willow has a Nerf Herder bumper sticker in the inside of the locker door. Nerf Herder is the band that made the opening theme for the show. (edit) Willow still has a picture of herself and Giles in her locker. (edit)

Joyce: You want to go to school?
Buffy: Sure. Why not?
Joyce: Ok. Good day to buy that lottery ticket. (edit) Xander: So our dreams are coming true?
Giles: Dreams? That would be a musical comedy version of this. Nightmares, our nightmares are coming true. (edit) Xander: It'll be faster if we split up to look for her.
Giles: Good idea.
Willow: Uh, faster, but not really safer. (edit) Wendell: I don't know what to say about that.
Xander: There's nothing to say. You saw two hundred insects, you gonzoed. Anybody would have.
Wendell: They're not insects. They're arachnids.
Xander: They're from the Middle East? (edit) The Master: So, you're the Slayer. You're prettier than the last one. (edit)

It might not only be Giles who suffers from his fear to read in this world. Dreams are produced by the left side of the brain while reading and other logic synopses fire from the right side of the brain. People have noted that it is near impossible to read, write or make true sense of one's dreams while in them. In theory, the fact that the characters other than Giles can read more easily may be the reality bending world around them, making it more Giles' fear keeping him from being able to read any of the languages that he knows. (edit) When Xander reaches down to pick up the candy bar (just before the clown attacks), it appears to be a Hershey Bar. But if you look closely, you can see that the name has been altered. Both H's are gone, and the R has been changed to a P. The name of the candy bar is now "EPS EY." (edit) After Billy wakes up, everyone obviously still remembers what happened over the last few days. Just moments before he wakes up, the hospital staff is panicking: yet immediately after he wakes up, you can see the hospital staff wandering through the hallways, as though it were a perfectly normal day. Unless Buffy and the Slayerettes only remembered because of their close proximity to Billy, that seems far too fast to get over such traumatic events. (edit) Buffy's tombstone shows the dates "1981-1997." This birthdate contradicts both of the dates (1979 and 1980) from I Robot... You Jane (1x08). Ironically, this date (appearing, as it does, during a dream sequence) is more reliable than the ones mentioned previously, and is the one that seems to stick for the rest of the series. Also, this episode had to have taken place after Jan. 1st, 1997, because in the episode Witch (1x03) the sign in the gym says "1996 Cheerleading Tryouts." (edit) It is unclear how the vampire Buffy made it to the hospital in daylight. (edit)

Billy: I had the strangest dream. And you were in it, and you...

This line is very similar to what Dorothy says at the end of The Wizard of Oz, when she wakes up from her dream. (edit) The Master: A dream is a wish your heart makes.

It's amusing (and slightly ironic) that The Master is familiar with Walt Disney. This is a line from a song in Disney's 1950 movie Cinderella. (edit) Xander: Your balloon animals were pathetic. Everyone can make a giraffe!

Balloon animals refers to the practice of twisting long balloons into shapes representing animals. The giraffe is a particularly common balloon animal. Clowns often do balloon animal shapes. (edit) Buffy: Could I be seeing Billy's asteroid body?

This refers to the theories of Theosophy, which teach seven different planes of existence with a corresponding body. The Astral body is able to leave the physical and move about the Astral plane. (edit) Willow: Why is she so Evita like?

Both a play and movie, Evita is based on Eva Peron, wife of Argentinean president Juan Peron. Immensely popular with the people of Argentina, she is portrayed as self-centered and opportunistic. (edit)