Buffy the Vampire Slayer

Season 7 Episode 2

Beneath You

Aired Tuesday 8:00 PM Oct 01, 2002 on The WB
out of 10
User Rating
491 votes

By TV.com Users

Episode Summary


Buffy wakes from a bad dream with the warning, "From beneath you, it devours." Xander meets a young woman, Nancy, whose dog was eaten by a large creature that burrowed up out of the ground. Spike offers his assistance in dealing with the monster, but Buffy and the gang are still a little uneasy about having him around. In tracking down the monster, the Scoobies soon discover that an estranged friend has returned to her old ways. Meanwhile, Willow has mixed emotions as she prepares to leave England and return to Sunnydale.


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  • Here lies an episode that ultimately works because of how generously it spreads around its solid character work and follows-through from last season.

    Although "Beneath You" is marred by a silly demon-of-the-week and a somewhat slower pace, the character material, especially for Spike, is really first-rate. This is definitely one of those Buffy episodes where the character development and interaction are so appreciated that it rises above its mediocre plot, which I barely noticed or cared about. In the end it's an overall unspectacular but quite decent episode.
  • Tremors


    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


    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


    Dawn; 4

    Tara; 1


    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


    Spike; 1

    Anya; 2

    Recurring characters killed: 12

    Jesse, Flutie, Jenny, Kendra, Larry, Snyder, Professor Walsh, Forrest, McNamara, Joyce, Katrina, Tara

    Sunnydale deaths;


    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

  • This Is My Boyfriend, The Worm Monster!

    Beneath You-Buffy wakes from a bad dream with the warning, "From beneath you, it devours." Xander meets a young woman, Nancy, who's dog was eaten by a large creature that burrowed up out of the ground. Spike offers his assistance in dealing with the monster, but Buffy and the gang are still a little uneasy about having him around. In tracking down the monster, the Scoobies soon discover that an estranged friend has returned to her old ways. Meanwhile, Willow has mixed emotions as she prepares to leave England and return to Sunnydale.

    Another standard episode with a pretty disposable plot. Sure, the episode begins with another tense chase sequence with another girl and the hooded men as well as Buffy having a mysterious dream about what's to come. But once you see the crappy CGI of a monster moving underground through Sunnydale, the episode kinda loses any form of intrigue. Every moment with the Worm monster is laughable but the story does have it;s moments, like Niancy. She seemed pretty cool and down to Earth, the awkward flirting between her and Xander was fun as well as when Anya is revealed to be responsible for the worm monster. The confrontation at the Bronze was hilarious , especially when Nancy learn how many hook ups happened between Anya, Spike, Xander and Buffy. Gotta love the moment where she asks who hasn't sleep with each other then Xander and Spike looking at each other with disgust. I also love the moment where Anya realizes Spike has a soul and all hell breaks loose. Speaking of Spike, James Masters was riveting here, especially during the last few moments of the episode. Fromaccidentallystabbing Nancy's boyfriend when the spells reversed to that chilling visual of him burning himself on the cross, by far one of his best performances. Sarah Michelle Gellar was also stellar when Buffy finds out the truth and is overwhelmed. I really liked the scenes between Buffy and Spike this episode, from hisabruptreturn at Buffy's home to Buffy having flashes of him raping her when they are investigating.

    We also get more foreshadowing of what's to come this season when Willow gets a vision of the Hellmouth opening as well as Willow coming to terms with what awaits her when she's about to return home to Sunnydale. Overall, a okay(ish) episode but some superb acting work from James Masters though.moreless
  • Beneath You

    Beneath You was a good episode of Buffy the Vampire Slayer. I enjoyed watching this episode because it had an interesting story, good acting, and some good laughs. It was interesting to see Anya back in action and that she could see the change in Spike. This episode was also touching in some ways. Buffy realizes what Spike did for her, as he lays himself out before her and God. This episode was a fun little side track from the main story line, but it had important and subtle hints that may come into play in the future. I can't wait to see what will happen next!!!!!moreless
  • "Anya has a way of making things happen" - Xander

    Run, potential Slayer, run! Another international young woman is killed by evil monks; we still don't know what it means, least of all the catchphrase "from beneath you it devours". What it doesn't mean is the big snakey monster knocking up lawns and roads in a CGI style-y, that's just to put us off the scent.

    So, Buffy starts her new job at the school with the still ambiguous headteacher Robin Wood. She spends her first day not helping vulnerable teens, but hunting Spike, who was last seen going randomnly mad in the basement. He isn't there though, instead he turns up in the house with a new jumper and some attitude: "I didn't come here to atone", he tells the Slayer. He is there to help the gang and the date-less Xander's new friend, dog-bereft Nancy, who is being chased by the red herring Sluggoth demon.

    Spike's new demeanour doesn't last too long however, when the gang track down the demon's originator, Anya, she sees his soul through the window of his eyes and he beats her down, getting a few taunts in to Buffy as they have their first fight of the season. He's already said he's not going to say sorry, now he actually reminds her of the horrible scene in the bathroom: "First contact since you know what". It stinks of bravado though; he claims "I haven't changed, not a bit" and "Big bad's back and looking for a little death", but after he's accidentally staked a human (the sluggoth demon made flesh), he reverts to his crazy ways, going off on a stream of unconsciousness, saying his soul is a "Bit worse for lack of use", mumbling about Buffy wanting him to have a soul whilst claiming that he regained it "...to be hers. To be the kind of man who would never....to be a kind of man". He understands his predicament. "No more mind games? No more mind!" Whereas in the previous couple of seasons, he's been a grey area, seesawing between good and evil, here we see him teetering on the brink of sanity and insanity, his new clothes and demeanour a "costume", we see the dichotomy when he, slewed in self flagellatory wounds, lays himself Christ like (foreshadowing his end of season sacrifice) on the cross, but still he is slightly smouldering. A vampire Jesus.

    The Christian theme of forgiveness is prevalent amongst the other characters. Willow, like Spike, doesn't believe that she is capable of being forgiven. She is too wprried about the narrow line between being Willow and the "veiny homicidal" creature she was at the end of S6. Anya, on the other hand can't forgive Xander for his betrayal and tries to blame him for her demon ways. She too is between worlds; she can't be a hating vengeful demon, but she can't be a human either; however she she makes a kind of choice when she returns Ronnie from worm to human form, even though she knows it will cost her dear with D'Hoffryn and her demon world. Buffy telling Spike that she hoped he was a "mirage" and Spike talking of the school ghosts haunting and taunting him hints at the First Evil yet to be revealed as S7's big bad, but this episode basically sets up Selfless which examines Anya's return to the demon fold. And yet, as soon as Anya undoes her spell, Nancy quits her temporary stay with the gang; loveless Xander is not meant to be with someone from the normal world. Despite his ordinariness, he belongs with the demons and vamps and Slayers, even if he and Spike have yet to share a crypt.moreless
Jack Sundmacher

Jack Sundmacher


Guest Star

Benita Krista Nall

Benita Krista Nall

Young Woman

Guest Star

Kaarina Aufranc

Kaarina Aufranc


Guest Star

DB Woodside

DB Woodside

Principal Robin Wood

Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (4)

    • When Buffy mentions her work at the Doublemeat Palace, Principal Wood says that he is a vegetarian. Ironically, in the episode Doublemeat Palace (6x12), Buffy finds out that the "meat" they use is actually processed vegetables.

    • In the scene where Buffy is walking through the graveyard looking for Spike there is a gap between 2 tall trees in which you can see the top af a tall (unlike Sunnydale) building with a large red light sign. I would think that such a building and sign would be found off the back lots of a tv studio.

    • In the scene with the car they talk about Anya being a demon again and her dealing with scorned women at the Bronze. So... they've been okay with her doing hideous vengeful wish-curses on men up until this episode? Granted, she apparently hasn't been very successful at the torturous agony part, but she does almost get folks killed with her worm-curse this episode so it seems kinda short-sighted of them.

    • In the beginning when Spike is going after the rat you can see his reflection on the file cabinet on his right side (left side from our point of view).

  • QUOTES (21)

    • 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.

    • Nancy: Is your girlfriend always this commanding?
      Xander: Who? Oh Buffy? Yeah she's a girl...and a friend, but she's not my "girlfriend".
      Dawn: Uh Xander, you got a bit of drool there.

    • 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. Now I can be useful 'cause, honestly, I've got nothing better to do. Make use of me if you want.

    • Xander: 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?

    • 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...

    • Dawn: Spike. You sleep, right? You, vampires? You sleep?
      Spike: Yeah, what's your point?
      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 gonna wake up on fire.

    • Buffy: I heard screaming.
      Dawn: That was you.
      Buffy: There was a girl.
      Dawn: That would be me.

    • Spike: I tried to find it, of course. The spark. The missing... the piece that fit. That would make me fit. Because you didn't want... God, I can't... not with you looking. I dreamed of killing you. I think they were dreams. So weak. And you make me weak. Thinking of you, holding myself, and spilling useless buckets of salt over your... ending. Angel, he should've warned me. He makes a good show of forgetting, but it's here, in me, all the time. The spark. 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. It's what you wanted, right? It's what you wanted, right? 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 to go... go... to hell. Buffy, shame on you. Why does a man do what he musn't? For her. To be hers. To be the kind of man who would nev... to be a kind of man. She shall look on him with forgiveness, and everybody will forgive and love. He will be loved. So everything's okay right? Can... can we rest now? Buffy... can we rest?

    • Buffy: I don't know what's going on with you, 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. We've been through things. To the end of the world and back. I can be useful, because honestly, I got nothing better to do.

    • Buffy: No more mind games Spike.
      Spike: No more mind games. No more mind.

    • Spike: I get it! Joke's on me! Lots of laughs! Yeah. Hey! Bring the wife and kiddies come see the show! Cause its gonna be a circus. This. Just the beginning luv. A warm up act. The real headliners coming and when that band hits the stage, all of this, all this will come tumbling in death and screaming... horror and bloodshed. From beneath you it devours. From beneath. Poor Rocky. (sobs)

    • Spike: That's right! Big Bad's back and lookin' for a little death!

    • Anya: Bite me Harris!

    • Anya: I had a quota, the guy had it coming whats the big?

    • Anya: There are rules I have to follow. Vengeance demon codes of conduct, which you'd never understand because you're all so...human.
      Spike: I'm not. Demon, just like yourself, Anya.

    • 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?

    • Buffy: Have you completely lost your mind?
      Spike: Well, yeah. Where have you been all night?

    • Buffy: Anya, that thing you created burst through solid pavement and ate her dog.
      Anya: Oh, puppy!
      Xander: Wait, that gets your sad noise? People's lives are in danger and you give it up for the Yorkie?
      Anya: You never understood me!

    • Spike: When exactly did your sister get unbelievably scary?

    • Anya: (sees Xander enter the bar) Oh, penis.

    • Giles: (to Willow) Taxi's here. And in keeping with quaint old British tradition, you would now be expected to get in.

  • NOTES (9)

    • The last scene between Spike and Buffy was rewritten and reshot by Joss. He felt, in the original draft, it did not show enough emotions between the characters and also thought it was time Spike told Buffy his soul was returned and how.

    • The German girl wears a shirt with a skull of a bird or something. There is a german punk rock band named "Die toten Hosen" that bares such a symbol.

    • The German sentence "Von der Tiefe verschlingt es" makes little to no sense for a native speaker because "Von isn't the correct translation for "From" in this case.
      For the German dubbed version they used "Kommt aus der Tiefe, dich zu verschlingen" which something like "Comes from the deep to devour you", which is not quite right but better than the sentence from the song.

    • The song that can be heard during the scene in Germany contains the lyrics: "Von der Tiefe verschlingt es", which is German for: "From beneath you it devours".

    • Kaarina Aufranc portrays the third "Nancy" in the history of Buffy. The other two are the White Hat from "The Wish" and the smart girl in Buffy's English class in "Earshot".

    • Principal Robin Wood is apparently unaware of the fate of Principal Flutie, who was eaten by a group of possessed students in season 1's 'The Pack'.

    • This episode puts Spike in the place of Angel in several allusions to past episodes: Spike is seen going after a rat (like when the Whistler found Angel in "Becoming"), the gang finds out that Buffy has seen him since his return (as in "Revelations") and at the end, Spike willing lets himself get burned on a cross after Buffy finds out he has a soul (as Angel let Buffy's cross burn him after she finds out that he's a vampire with a soul in "Angel").

    • SLAYER or SLAYEE? Frankfurt, Germany

    • Principal Robin Wood is a vegetarian.


    • Principal Wood: ...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?

      Buffy is referring to the fact that Principal Flutie was fairly lenient with his students, tried to be their friend, and in the episode The Pack (1x06) he was actually eaten alive by students who were possessed by hyenas.

    • Visual: The Slugoff Demon both looks and moves like the "Graboid" monsters in the movie series "Tremors." Both are said to be ancient predators, though Spike mentions that the Slugoff Demon went extinct during the Crusades.

    • Spike: Hey, is that it? A little touchy-feely, and you're off to the Batpoles?
      Inveterate TV watcher Spike refers to the campy TV 1960s series Batman. Whenever trouble called, millionaire Bruce Wayne (Adam West) and his ward Dick Grayson (Burt Ward) would turn into Batman and Robin by sliding down the Batpoles (hidden behind a bookcase in a Wayne Manor library room) into the Batcave, somehow becoming clothed in their superhero tights and masks in the process.

    • Visual: Opening Sequence
      The opening chase scene may be an homage to the German film Run Lola, Run. The girl with the bright red hair, the industrial music in the background, and (most tellingly) the location is very similar.

      This could also be a homage to the TV show Alias. In the pilot of that show the character of Sydney Bristow dresses up in a similar outfit.