Buffy the Vampire Slayer

Season 4 Episode 22


Aired Tuesday 8:00 PM May 23, 2000 on The WB
out of 10
User Rating
663 votes

By TV.com Users

Episode Summary

Unable to sleep after their victory, Buffy, Xander, Giles, and Willow decide to stay up late watching movies. And immediately fall asleep. One by one, their dreams take a dark and twisted turn as a sinister force stalks each of them through the dream world and their own psyches.moreless

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  • Very interesting...

    A pretty deep episode. The first time I watched it I didn't really enjoy it as much as I do now. The more I get to know the show the more this episode is understood. I'm also getting older and smarter and more aware of deeper things as I rewatch the whole show every few years. I appreciate the complexity of this episode. Those that don't like it, give it time, as you grow mentally over the years it will make more sense as time goes on.moreless
  • Restless

    This is a magnificent episode and is the most complex I've ever witnessed on television. The first time I saw it I had a mixture of confusion, awe, and intrigue. It wasn't until I rewatched "Restless" after I was finished with the series that I began to understand just how amazing this truly is. Since then, I've rewatched it countless times and each time I make a new connection or spot something I never noticed before. What's so special about this dream episode anyway? Some people think it's just an artistic gimmick. Others think it's great just because of the Cheese Man. Well, I see this as special because it's the nexus of the entire series. It is a character study of the core Scoobies (Buffy, Willow, Xander, and Giles), where their past, present, and future are seamlessly woven together to form textured perfection. We are reminded of where these character began, where they currently are, and where they are heading with truck loads of cryptic foreshadowing. That makes this an episode which caps everything that has come before it, and sets up everything that is to come after it.

    One of the biggest reasons I love this episode so much is that it reminds me of the first time I played my favorite game: The Legend of Zelda: A Link to the Past (SNES). In that action-adventure game you go adventuring around a land with a story, dungeons, enemies, and so forth. One of the things that makes it unique is the amount of 'secrets' to uncover that can make your character more powerful and simply make the game more fun. This sense of wonder at looking all over the place for possible secrets always greatly appealed to me on a fundamental level that made all the early Zelda games so much fun. I get this same feeling when I watch I love jumping in and trying to figure out all the secrets hiding in cryptic dialogue and stuff you have to "read between the lines" to understand.moreless
  • Before I discuss my closing thoughts about all the dreams, I want to take a moment to admire the closing conversation between the Scoobies.

    I love how they all sat around the table and discussed what happened. Some quotes I found amusing are:

    GILES: Somehow our joining the essence of the, the Slayer's power was an affront to the source of that power.

    BUFFY: You know, you could have brought that up to us before we did it.

    GILES: I did. I said there could be dire consequences.

    BUFFY: Yes, but you say that about chewing too fast.

    WILLOW: The spirit of the first Slayer tried to kill us in our dreams.

    JOYCE: Oh, you want some hot chocolate?

    EVERYONE: Yeah!

    BUFFY: Ah, well, at least you all didn't dream about that guy with the cheese. I don't know where the hell that came from.

    I also love the very final scene, when Buffy looks into what will likely become Dawn's room. The repetition of Tara's line, "You think you to you are. You haven't even begun," gets us perfectly prepped for the wonderful season to come. Why do I think S5 is wonderful? Let me just say that is has nothing to do with my opinion of Glory.

    Alright, I'm going to now briefly summarize what was learned about our dear Scoobies. Willow's dream is extremely cryptic and confusing, but the points being made kept leading back to the idea of Willow still being the nerd inside and that she continues to ignore important evidence to stop using black magic. What I found particularly interesting is the revelation, "No. No. I need it," that some part of her knows exactly what's she's doing and she just chooses to repress that better judgement. I really feel through this dream we get a whole lot better handle on exactly the state Willow's in when S5 begins, and we know that unless she does something to change her ways, she'll end up in disaster. As we know, she chooses disaster.

    Now Xander's dream turns out to also be pretty focused. The major theme running through it is the concept of running away from the problem, his parents, but not permanently fixing the problem. As he runs, he keeps coming across all these confusing wishes and desires. We see him think about sex and girls, about wanting comfort and love, and also about analyzing his failures in life. He feels like everyone around him has moved on with their lives and that he's not moving anywhere. The central point being made is that Xander has to get the hell out of his parent's basement as soon as possible, and that he needs to learn to notice his positive traits.

    The conflicts inside Giles are very clear. This year has been one of confusion for him. He isn't sure if he wants to be a Watcher, a rock star, or a father. His dreams are simply meant to show him what his focus should be, and that is being a Watcher. Giles sees Buffy as not only his daughter, but also as a child. He appears to want a happy, traditional family of his own and we even see Buffy as his daughter and Olivia as his wife. This is foreshadowing of how utterly happy he is when Buffy asks him to be her Watcher again in "Buffy vs. Dracula".

    Buffy's dream is heavily focused on her nature as a Slayer. All the evidence around her is saying that she's a killer and shouldn't have any friends. However, she continually refuses this reasoning and stands firm in the position that her friends are her weapons, not the Slayer. What's also fascinating is how for a moment, when putting the mud on her face, Buffy does give into her Slayer nature and seems to be completely embracing it. This is the moment Riley calls her a killer and says that she's on her own. Buffy's Slayer nature is the focus of S5, which ends with her death in "The Gift".

    That's it! I hope you got as much enjoyment and information out of this review as I did! This episode is just marvelous. As can be seen by the many pieces of foreshadowing I uncovered, "Restless" proves to be absolutely vital to the fluency of the series. Nearly everything, character-wise, that is to come is foreshadowed by this episode. Just like "Hush", "Restless" is not simply an artistic gimmick. This is the seminal episode of the entire series for the four core characters. Simply stunning.moreless
  • Shockingly brilliant

    The Good;

    All of it, pretty damn wonderful. I especially like ASH's impersonation of a panicking theatre director, based on personal experience?

    The Bad;


    Best line;

    Cheeseman; "I wear the cheese, it does not wear me"

    Women good/men bad;

    Dark haired Buffy's rant against Cowboy guy Riley


    The First Slayer scalping Giles

    Kinky dinky;

    Willow and Tara hooker up! How gorgeous is Joyce in her nightie? What a MILF! I never appreciated it until just this moment. About the weirdest fanfic I ever read concerned Willow having S&M sex with the cheese guy, him melting cheese over her nude body. Joss says that when Buffy rubs the mud over her face the idea was that she was being overwhelmed by her primal Slayer instincts but actually looks like she was having a facial. I'd say it looks more like she's a stripper/porn star (which she plays in Southland Tales) doing her 'tigress in heat' leer? Harmony in her milkmaid outfit is also very cute. The sign at the funfair vamp actually says 'I crack for a buck' but that's not what I thought it said first time I saw it.

    Calling Captain Subtext;

    ALL OF IT! Especially Willow and Tara in the sexiest scene you never saw but fervently imagined. What's the poem in Greek letters Willow is writing on Tara's back? By Sappho perhaps? (very Xena). And how lovely is Amber, such an unothordox beauty. Xander refers to Willow and Tara 'doing spells'. Hmmmm? Tara also tells Willow she doesn't know everything about her, her supposed demon side.

    Check out dark-haired Buffy berating gun toting Riley over the death of Xander and the evil of men. Substitute Warren for Riley, DarkWillow for Buffy and Tara for Xander and you have the end of season 6. Riley has often been compared to Gary Cooper and here he's a cowboy. Of course the irony is that Gary Cooper despite his wholesome image was a notorious womaniser and Riley will go to his vampwhores in season 5. The scene with Adam and Riley and the gun between them also refers to Warren and Tara. Adam challenges Buffy that she has demon essence in her which we'll find in out in 'Get it done'. Riley leaves, Joss already thinking about him going.

    Spike's sideshow freak appearance is indicative of his role in later seasons, vampire in love with the Slayer and then vamp with soul, sacrificial lamb in the end. The scenes with Spike and Giles on the swings seem to suggest that Spike will fufill the role of Giles to Buffy once Giles leaves again for the UK, her 'daddy' figure. You wonder what might have happened if Giles had hung around in season 6? Guffy? Their conversation also portends to the Loan Shark from Tabula Rusa (and Angel Season 6) The clock reads 730 which is the same as in Graduation Day pt2, counting down to Dawn and Dawn is the kitten (as she was the cat in Faith and Buffy's dream in GDpt2).

    Buffy refers to Xander as big brother, wonderful and loving but not sexual. In fact Buffy is the one girl Xander never thinks about sexually in his dream. He says 'it get's better' and indeed it does for him, he's not left behind by his friends as he fears. Although Xuffers still hold out for something to happen in season 8 (and given Buffy's fantasy in issue 2 maybe they still have a point?). Anya talks about getting back into vengence which she will in seasons 6/7. Xander's dad is not the same actor we meet in season 6, he rather reminds me of an angry version of Willy the snitch.

    Buffy refers to being a fireman which portends to 'Once more with feeling'. We see Willow having a fit on a sofa and Buffy saying 'I can fight this thing' portending to Joyce dying on the couch and Buffy's inability to fight a disease despite all her Slayer powers. We later see Joyce entombed in the wall with Buffy leaving her behind to go on with her friends. And her little sis.

    Giles tells Buffy 'it's been like this between men and women since the beginning' but she rejects that, she won't play the Shadowmen's/Councils game as we see from her rejection of the First Slayer's values, that the First Slayer is not 'the source of me'. Note the vamp at the funfair is 'Drac'. In Spike's tomb Buffy is gone with Olivia weeping over an empty pram, portending Giles' leaving a Buffy who no longer needs his guidance.

    Guantanamo Bay;

    Riley and Adam plotting world domination because "We're the goverment baby, it's what we do".

    Apocalypses; 5,

    Scoobies in bondage: Xander tied in his confrontation with Snyder (amazingly unless someone can correct me his first time?).

    Buffy: 8

    Giles: 4

    Cordy: 5

    Will: 3

    Jenny: 1

    Angel: 4

    Oz: 1

    Faith: 3

    Joyce: 1

    Wes: 1

    Xander; 1

    Scoobies knocked out:

    Buffy: 15

    Giles: 10

    Cordy: 6

    Xander: 8

    Will: 5

    Jenny: 2

    Angel: 6

    Oz: 3

    Faith: 1

    Joyce: 2

    Wes: 1


    Buffy: 79 vamps, 28 demons, 6 monsters, 3 humans, 1 werewolf, 1 spirit warrior & a robot

    Giles: 5 vamps, 1 demon

    Cordy: 3 vamps, a demon

    Will: 4 vamps

    Angel: 3 vamps, 1 demon, 1 human

    Oz: 3 vamps, 1 zombie

    Faith: 16 vamps, 5 demons, 3 humans

    Xander: 5 vamps, 2 zombies, a demon, a demon

    Anya: a demon

    Riley; 12 vamps + 7 demons

    Scoobies go evil:

    Giles: 1

    Cordy: 1

    Will: 2

    Jenny: 1

    Angel: 1

    Oz: 1

    Joyce: 1

    Xander: 2

    Alternate scoobies:

    Buffy: 6

    Giles: 3

    Cordy: 1

    Will: 2

    Jenny: 2

    Angel: 3

    Oz: 2

    Joyce: 2

    Xander: 3

    Recurring characters killed: 10, no but wonderful to see Snyder back again, Armin Shimmerman giving a terrific performance as a much thinner Colonel Kurtz in Apocalypse Now

    Jesse, Flutie, Jenny, Kendra, Larry, Snyder, Professor Walsh, Forrest, McNamara

    Total number of scoobies: 7

    Giles, Xander, Willow, Buffy, Anya, Tara, Riley

    Xander demon magnet: 5

    Preying Mantis Lady, Inca Mummy Girl, Drusilla, VampWillow, Anya (arguably Buffy & Faith with their demon essences?)

    Scoobies shot:

    Giles: 2

    Angel: 3

    Oz: 4

    Notches on Scooby bedpost:

    Giles: 2; Joyce & Olivia, possibly Jenny

    Cordy: 1?

    Buffy: 3; Angel, Parker, Riley

    Angel: 1;Buffy

    Joyce: 1;Giles, possibly Ted

    Oz: 3; Groupie, Willow & Verucca

    Faith:2 ;Xander, Riley

    Xander: 2; Faith, Anya

    Willow: 2;Oz and Tara

    Questions and observations;

    How lovely to see season 1 Willow again, she's just so cute. In case you didn't know the Bay of Pigs was the ill-fated CIA backed invasion of Castro's Cuba by anti-communist exiles. Will also refers to her experience of stagefright in 'Nightmares'. Once again great to see Oz back, the last appearance of him in the show and for Olivia too. Once again Buffy triumphs because she is the unconventional Slayer, she's more than just the Slayer, she lives in the world too. No matter how many times I watch this I can never tell, is it Tara or Anya in bed telling Buffy she has to wake up?

    Asian Joe sitting behind Oz in class, great to see him again. The clip they watch of Apocalypse Now isn't much like the film, sounds more like Hamburger Hill. After hearing Joss commentary I duly looked up Twin Peaks on IMDB and Wiki and it was a supernatural detective show Kyle Machaclan made before Desperate Housewives but I'm still none the wiser as to what the significance of the red curtains is?

    Marks out of 10; 10/10, no trouble.

    Rumours about season 5;

    I heard a load of rumours about plotlines in season 5, more than any other year of the show. In no particular order;

    1) Xander would turn out to be Glory or one of the other Hellgods from her dimension, Willow would turn evil and be the one to bleed Dawn

    2) Dawn would touch Joyce's corpse at the end of The Body and bring her back to life with her Key powers

    3) Faith would be released from jail and end up sacrificing herself to save Buffy in the final battle with Glory

    4) Drusilla/Dracula would seduce Buffy who'd then allow herself to be sired. VampBuffy would then be the big bad for the season with Faith leading the Scoobies against her and her undead anti-Scoobies. In the season finale VampBuffy would taste Dawn's blood and be restored to normal by The Key's power.

    5) Spike falling in love with Buffy and then siring her because he thinks that's the only way to make her love him. In the end he realises he doesn't love unsouled Buffy so uses magic to turn her back to normal.

    6) Buffy and Xander get zapped by some demon and he gets her powers. She has to adapt to being ordinary whilst he revels in being a superhero but starts to lose control which is why the Slayer is always a girl.

    7) Xander and Buffy would end up in Caritas singing karoke to get some guidance ('Wind beneath my wings'?)

    Angel Investigations would show up for the final battle with Glory in Sunnydale along with Riley and Oz.

    Now you can see how some of these ideas worked out. Ben rather than Xander is Glory whilst Willow will go evil and threaten Dawn in season 6. Rather than bring Joyce back to life Dawn gives Buffy the will to live in season 6. Faith will be released from jail to hunt Angelus on Angel season 4, Buffy will be the one who sacrifices herself. The Dru-sires-Buffy scenario sounds like a dark- slasher's fantasy but has elements of Buffy-vs-Dracula and Riley and his vampwhores. Dru actually sires Darla instead, Dawn's blood will play a major role in the season 5 finale and Buffy will turn temporarily against her friends in Normal Again. Faith will defeat Angelus by getting him to taste her blood in season 4 of Angel. Spike will fall in love with Buffy but get's his own soul back rather than take her's away. The Xander gets Buffy's powers idea becomes The Replacement, we find out in season 7 why the Slayer is female whilst Riley will return in season 6.

  • Season 4, Episode 22.

    Buffy, Giles, Xander, and Willow are still wired up from the events that took place at the Initiative, and decide to stay up all night and watch movies. However, they all fall asleep immediately and begin to have similar, Twilight-Zone-like dreams.

    What the hell was this? I don't understand why this episode is so critically acclaimed. I didn't really like it. It had some humorous parts, but it was pointless and not a good finale at all. This was a filler episode. Buffy looked good of course, as always. I liked how they mentioned Dawn in Buffy's dream. Their dreams were all weird for the most part, though. Too bad this is the last of sexy Riley. Oh well. Anyway, terrible episode, for the most part. Terrible season finale.moreless
Phina Oruche

Phina Oruche


Guest Star

Rob Boltin

Rob Boltin


Guest Star

Sharon Ferguson

Sharon Ferguson

The First Slayer

Guest Star

Kristine Sutherland

Kristine Sutherland

Joyce Summers

Recurring Role

Amber Benson

Amber Benson


Recurring Role

Mercedes McNab

Mercedes McNab


Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (5)

    • This line -
      Xander: (to Snyder) You know, I never got to tell you how glad I was that you got eaten by a snake.
      May link back to this exchange in the episode "What's My Line Part One" (2x09) -
      Snyder: Whatever comes out of your mouth is a meaningless waste of breath. An airborne toxic event.
      Xander: Well, I'm glad you feel comfortable enough to be so honest with me. And I can only hope that one day I'm in the position to be that honest with you.

    • Many of the events in the characters' dreams seem to predict events in later episodes. Mild spoilers may follow:
      Willow's dream - Tara: You don't know everything about me.
      This may refer to things that will be revealed in the episode "Family" (5x06). When Buffy rips off Willow's clothes, the outfit she is wearing is exactly the same as the one she wore in the first episode, "Welcome to the Hellmouth" (1x01).
      Xander's Dream - Spike is wearing a brown suit, and Giles says that Spike is like a son to him. This could presage the episode "Tabula Rasa" (6x08), in which Spike wears a brown suit and believes that he's Giles's son, Randy.
      Anya: I've been thinking about getting back into vengeance. This may predict a season six and seven storyline in which we explore more of Anya's history as a vengeance demon.
      Buffy's dream - Buffy sees her mother in the wall. On the DVD Commentary, Joss mentions that this is a metaphorical hint about Joyce's storyline in season five. The staging of this scene may also refer back to the episode "School Hard" (2x03) in which Buffy talked to Joyce through a hole in a door.
      Buffy: (she looks at the clock, which reads 7:30) It's so late.
      Tara: Oh ... that clock's completely wrong.
      These numbers were mentioned in the episode "Graduation Day (2)" (3x22). At that time they foretold that there were 730 days until a major event. That would mean that there is about a year left, so the "time" is, in fact, wrong.
      Buffy: Faith and I just made that bed. A reference to Buffy's vision/dream in the episode "This Year's Girl" (4x15).
      Tara: Be back before dawn. This very clearly refers to a major plotline in season five.

    • Anya is the only character other than the dreamers, the Cheese Man and the First Slayer to appear in all four dreams; Tara appears in three dreams -- Willow's, Xander's, and Buffy's; several other characters only appear in two dreams: Joyce appears in Buffy and Xander's; Riley appears only in the women's dreams and Spike in the men's.

    • Goof: In the wide-screen version of this episode, when Xander is going to the back of the ice-cream truck to meet Willow and Tara, you can see through the window the effect of the blue screen turned off (simply put, you see the blue screen itself). This is due to the fact that the episode was not intended to be viewed in widescreen. When the series was imported to Britain, the BBC decided to alter the episodes without Joss Whedon's consent. This showed more of the right and left of the screen than the director or editor intended, which resulted in a number of "mistakes" like this one.

    • Goof: When Buffy arrives at the desert area, the sand is full of footprints and tire-marks. This is probably caused by the crew setting up. It's even more obvious when the Slayers roll down the hill.

  • QUOTES (29)

    • Buffy: Are you quite finished? It's over, okay? I'm going to ignore you and you're going to go away. You're really gonna have to get over the whole primal power thing. You're not the source of me. Also, in terms of hair care, you really want to say, "What kind of impression am I making in the workplace" because...

    • First Slayer: No friends. Just kill. We are alone.
      Buffy: That's it. I'm waking up.

    • Tara: You think you know. What's to come. What you are. You haven't even begun.

    • Tara: Be back before dawn.

    • Riley: We're drawing up a plan for world domination. The key element? Coffee makers that think.

    • The Cheese Man: (holding up a plate of cheese slices) These... will not protect you.

    • Buffy: Well, at least you all didn't dream about that guy with the cheese. Don't know where the hell that came from.

    • Buffy: (about The First Slayer) You know, you could have brought that up to us before we did it.
      Giles: I did! I said there could be dire consequences.
      Buffy: Yes, but you say that about chewing too fast.

    • Willow: The first Slayer. Wow.
      Xander: Not big with the socialization.
      Willow: Or the floss.

    • Spike: I've hired myself out as an attraction.
      Giles: Sideshow freak?
      Spike: Well, at least it's showbiz.

    • Anya: I think this is going to be a very big year for vengeance.
      Xander: But isn't vengeance kind of vengeful?
      Anya: You don't want me to have a hobby.
      Xander: Not a vengeance hobby, no. It's dangerous. People can't do anything they want. Society has rules and borders and an end zone.

    • Joyce: Hey.
      Xander: Hey Joyce.... Mrs. Summers. We're not making too much noise down there, are we?
      Joyce: Oh, no. Anyway, they all left a while ago.
      Xander: Oh, I should probably go catch up.
      Joyce: I've heard that before.
      Xander: I move pretty fast. You know, a man's always after-
      Joyce: Conquest?
      Xander: I'm a conquistador.
      Joyce: You sure it isn't comfort?
      Xander: I'm a comfortador also.
      Joyce: I do know the difference. I've learned about boys.
      Xander: That's cool about you.
      Joyce: It's very late. Would you like to rest for a while?
      Xander: Um, yeah. I'd like you. I'm just... gonna go to the bathroom first.
      Joyce: Don't get lost.

    • Anya: (about Willow's clothes) It's exactly like a Greek tragedy. There should only be Greeks.

    • Willow: I don't know why it's after me.
      Buffy: Well, you must have done something.
      Willow: No, I never do anything. I'm very seldom naughty.

    • Giles: Acting isn't about behaving, it's about hiding. The audience wants to find you, strip you naked, and eat you alive, so hide. Stop that. Now, costumes, sets... um, the things that, you know, um, you hold them, you touch them, use them, um...
      Harmony: Props?
      Giles: No.
      Riley: Props?
      Giles: Yes. It's all about subterfuge. (to Harmony) That's very annoying. Now, go out there, lie like dogs, and have a wonderful time.

    • Xander: Well, we got plenty of vids. And I'm putting in a preemptive bid for Apocalypse Now, huh?
      Willow: Did you get anything less Heart-of-Darkness-y?
      Xander: Apocalypse Now is a gay romp. It's the feel-good movie of whatever year it was.
      Buffy: What else?
      Xander: Don't worry. Got plenty of chick-and-British-guy flicks too. These puppies should last us all night.

    • Xander: Dinner is served. And my very own recipe.
      Willow: Ooh, you pushed the button on the microwave that says "popcorn"?
      Xander: Actually, I pushed "defrost", but Joyce was there in the clinch.

    • Spike: Giles here is gonna teach me to be a watcher. Says I got the stuff!
      Giles: Spike's like a son to me.

    • Buffy: I walk, I talk, I shop, I sneeze. I'm gonna be a fireman when the floods roll back. There's trees in the desert since you moved out. And I don't sleep on a bed of bones. Now give me back my friends!

    • Riley: I got here early, so I got to be Cowboy Guy!

    • Giles: (singing)
      Strange, it's not like anything we've faced before
      but it seems familiar somehow...

      Of course!
      The spell we cast with Buffy
      must have released some primal evil
      that's come back seeking...
      I'm not sure what.

      Willow, look through the chronicles
      for some reference to a warrior-beast!

      I've got to warn Buffy!
      There's every chance she might be next!
      Xander, help Willow
      and try not to bleed on my couch
      I just had it steam-cleaned...

    • Tara/The Primitive: I have no speech. No name. I live in the action of death. The blood cry. The penetrating wound. I am destruction. Absolute... Alone.
      Buffy: The Slayer?
      Tara/The Primitive: The First.

    • Buffy: But what else could I expect from a bunch of low-rent no-account hoodlums like you, hoodlums, yes, I mean you and your friends, your whole sex, throw 'em in the sea for all I care, throw 'em in and wait for the bubbles, men with your groping and spitting all groin no brain three billion of you passing around the same worn-out urge. Men! With your... sales!

    • Xander: You gotta have something. Gotta be with moving forward.
      Buffy: Like a shark.
      Xander: Like a shark with feet and... much less fins.
      Spike: And on land.
      Giles: Very good!

    • Xander: (to Snyder) You know, I never got to tell you how glad I was that you got eaten by a snake.

    • Xander: Sometimes I think about two women doing a spell... then I do a spell by myself.

    • Buffy: Want some popcorn?
      Xander: Butter flavor?
      Buffy: New car smell.
      Giles: Oh I think I'm beginning to understand this now its all about the journey isn't it!
      Xander: Well thanks for making me have to pee.
      Buffy: You don't need any help with that, right?
      Xander: Got a system.

    • The Cheese Man: I wear the cheese it does not wear me.

    • Giles: (to Spike, on the swing set) Come on, put your back into it! A Watcher scoffs at gravity!

  • NOTES (13)

    • Joss Whedon has said that the Cheese Man, who appears in all four dreams, has no deeper meaning and is only used as an element of dream-like randomness. Yet coincidentally, earlier in the season ("The Initiative", 4x07) Willow helps Riley start a conversation with Buffy by telling him that she likes cheese.

    • Anthony Stewart Head (Giles) did the "Previously on Buffy the Vampire Slayer" narration.

    • Joss Whedon: (about Restless) Most people sort of shake their heads at it. It was different, but not pointless.

    • This marks the first appearance of Xander's father.

    • This episode is number eight in Joss Whedon's list of his top ten favorite episodes according to The Last Sundown featurette in the season seven DVD box set.

    • The pianist who appears onstage with Giles is Christophe Beck, the composer for much of the series. The rest of the band onstage are members of the real band Four Star Mary, who perform the songs for Oz's fictional band Dingoes Ate My Baby.

    • The First Slayer took Willow's breath or "spirit" (Spiritus), took Xander's heart (Heart), Giles's brain (Mind) and went hand-to-hand combat with Buffy (Manus). This is what they called upon to do the spell.

    • What Willow writes on Tara's back in the dream sequence is actually the ancient Greek Lesbian poetess Sappho's fragment the first, which roughly translates as "Immortal Aphrodite of the broidered throne, daughter of Zeus, weaver of wiles, I pray thee break not my spirit with anguish and distress, O Queen. But come hither, if ever before thou didst hear my voice afar...".

    • During the taping of this episode, Sarah Michelle Gellar brought Michelle Trachtenberg to the set, she arrived at 7:30 am, sharp. The 7-3-0 fits beautifully with the "counting down to 7-3-0" line and strangely, Michelle also came to the set when her name was first mentioned in the series. Joss commented on the event in the season 4 audio commentary of "Restless", he said it was fate that brought her to this role.

    • In Xander's dream, where he speaks with Buffy (sitting in a sandbox) we see another Xander at his ice-cream truck. There are children standing in a queue. When the camera moves in, we can see that children are queued towards the right side of the screen. But on the left side, out of the queue, there is a long brown haired girl standing,-a bit too much looking like Dawn...

    • This episode features no teaser before the opening credits. The only other episode that does this is "Once More, With Feeling".

    • It was rumored this episode was to guest star many past recurring characters. Willow's classroom dream was to feature Larry Bagby III (Larry), Charisma Carpenter (Cordelia), and Elizabeth Anne Allen (Amy). Robia LaMorte (Jenny Calendar) was to be pushing the baby carriage instead of Olivia, followed by having Phina Oruche (Olivia) crying in Spike's crypt. Eliza Dushku (Faith) was going to appear in Buffy's bedroom telling her to "be back before Dawn," while David Boreanaz (Angel) was to have appeared in the desert as the voice of the First Slayer. Unfortunately Joss Whedon was only able to recruit Seth Green (Oz) and Mercedes McNab (Harmony) to return for this episode.

    • This episode breaks with previous seasons patterns in that it is another story after the big 2-part climax that ties up the running story of the season. Previous seasons have finished on the big explosive 2-parters.


    • The Cheese Man: I wear the cheese, it does not wear me.
      This is a reference to 1998 film The Man In the Iron Mask starring Leonardo DiCaprio. The actual line is " I wear the mask, it does not wear me." said by Phillippe.

    • Visual: The writing on Tara's back. This visual is an allusion to the 1996 film The Pillow Book. It starred Ewan McGregor and was about a young Japanese girl obsessed with writing on books, papers and then bodies. In the film a love poem is written onto her back.

    • Willow: This summer I read The Lion, The Witch, and the Wardrobe.
      The Lion, The Witch, and the Wardrobe is the first book written by C.S. Lewis of the Chronicles of Narnia series, known for its Christian symbolism. The story is about four kids who make their way through an attic wardrobe and end up in Narnia, a magical land of mythical creatures ruled by the oppressive White Witch. Only the return of the mighty lion Aslan can bring victory and freedom back to Narnia.

    • Xander: And I'm putting in a preemptive bid for Apocalypse Now, huh?
      Willow: Did you get anything less Heart of Darkness-y?
      Apocalypse Now is the 1979 Francis Ford Coppola movie starring Martin Sheen and Marlon Brando. Captain Willard (Sheen), whose mission is "terminate with extreme prejudice", receives orders to seek out a renegade military outpost led by a mysterious Colonel Kurtz (Brando) during the Vietnam war. This movie was based on a short story by Joseph Conrad called Heart of Darkness.

    • Riley: (about The Initiative) Having the inside scoop on the administration's own Bay of Mutated Pigs is definitely an advantage.
      The Bay of Pigs invasion was an unsuccessful invasion of Cuba by approximately 1,500 Cuban exiles, backed by the United States, with the intention of overthrowing Fidel Castro's Communist regime. The invasion was approved by President Kennedy and was carried out on April 15, 1961. Castro's troops captured the exiles' last stronghold on April 19, and ransomed the survivors for 53 million dollars worth of food and medicine. The invasion provoked anti-U.S. demonstrations in Latin America and Europe, further embittered U.S.-Cuban relations, and subjected President Kennedy to severe criticism at home.

    • Giles: ... I know this will be the best production of Death of a Salesman we've ever done.
      Death of a Salesman is a 1949 play by Arthur Miller. The title character of Willy Loman was also referenced by Buffy in the season 3 episode "Band Candy".

    • Willow: This isn't Madame Butterfly, is it?
      Madame Butterfly is an opera by Giacomo Puccini. It is also an inside reference to the season one episode "Nightmares" where in Willow's living nightmare she was forced to sing the opera onstage.

    • Xander: Society has rules and borders and an end zone.
      An end zone is part of the field in American football. If a player carries the ball into the end zone or catches it while standing in the end zone they score a touchdown.