Buffy appears to have finally found her way to the Master's underground lair. She creeps her way through a forest of candles, not noticing that the Master himself is watching her. She raises her stake, but he's suddenly behind her. Frozen, she drops her weapon, and he stalks towards her, backing her into the wall until he wraps his hand around her throat, opens his mouth wide…

…and Buffy wakes up screaming. Joyce asks if she's okay, and Buffy is thrilled to be headed for a day of school, as opposed to a neck-chomping. Buffy is kinda worried that her dad might cancel their father/daughter weekend, but Joyce assures her that he'll come pick her up tomorrow after school.

At school, Buffy tells Willow about her dad, saying that her parents split up the previous year, and she can't help but worry that her becoming the Slayer (which translated into a bunch of sudden and unexplained trouble) really didn't help matters there. The girls head to class, where they’re supposed to be doing "active listening" exercises. Xander's at a complete loss, despite having helped the teacher demonstrate the material the day before, until the mention of her tight, blue sweater jogs his memory. Aah, now he remembers. Listening is good.

Buffy spots a creepy kid lurking in the doorway, but there's no time to ponder the mystery boy because Wendell has just opened his textbook – and a whole pack of furry tarantulas come pouring out of it! He screams his head off as the spiders crawl all over him. He's yelling for help, for someone to get them off of him, but everybody's too busy screaming their own heads off to be of much assistance. The kid in the doorway says he's sorry.

Underground, the Master is giving young Annointey a lecture on fear - he can tell something is going on above. The next morning, Buffy panics that she forgot to pack her bag, but Joyce tells her it's no big to swing by the house to get it later. She also correctly surmises that Buffy is worried that her father isn't going to come, but she assures Buffy that her father adores her... no more than Joyce does, of course. Buffy smiles, her mood lighter now, and sets off for school.

Buffy, Xander, and Willow go to the Llibrary to see if Giles has learned anything about the spiders the day before, and he emerges from the stacks, dazed and alarmed. They tease him, and he mentions being lost and unable to find anything… um, anything very helpful, he backpedals, and he sends the three to go talk to Wendell.

Oddly enough, Wendell is chock full of spidery love. He used to have an amazing collection of black widows and tarantulas and such, but his brother kinda killed 'em all. And since then, Wendell's had dreams about pissed off spiders lookin' for a little payback. Or something like that. But it always happens exactly the way it did in class – only this time, everybody got to be in on Wendell's nightmare.

Buffy doesn't get to hear this whole story, though, because Cordelia – in a gawdawful outfit – stops by to remind her about the history test they have in a couple minutes. This comes as a complete surprise to Buffy, who hasn't been to class all term and hasn't done any of the homework. Sheesh, I've had this particular nightmare more times than I can count. Sure enough, the sum total of Buffy's knowledge ends with the blank where she fills in her name. And there's that creepy kid again!

He wanders down the hall and sees a girl named Laura duck into the basement to sneak a cigarette. He mutters that she shouldn't go in there, but since he doesn't share this information with her, she heads on down. Just before she gets her cigarette lit, a huge hulking monster lunges out of the shadows, mutters "Lucky 19!", and savagely beats her to within an inch of her life. I guess the "Smoking Kills" sign is kinda ironically funny and all, but when she's screaming in such terror and being beaten so brutally, it just irritates me. I mean, I get the joke, but the funny and the violence just don't mix right to me here. Anyway.

Giles and Buffy go to visit Laura in the hospital and get her to open up about what happened. Perhaps it's the deadly beating she's just barely survived, but she doesn't seem to think it odd that the Librarian and the new girl have come to ask these questions. Aw, and Giles brought her a little potted plant! Actually, she's grateful for the company. She tells them about "Lucky 19" before a nurse runs them off, and a doctor shows them the first victim, a young boy in a coma. Good money says it's the same kid we've seen on campus.

Back at school, we pass a guy who's ranting about starting a rumble or somesuch retro-50's toughness. Willow comments on the unlikely coincidence of Wendell's dream coming true but is interrupted by ToughGuy's mum making the most embarrassing parental entrance ever. He's trying to be all about breaking some guy's neck, and she's gushing "Oh, my Pooky!" Freaking priceless. And so's the next scene - Willow and Xander walk into their next class, and everybody starts giggling. So Willow turns around to look at Xander, who is standing there in nothing but his boxer shorts! And can I just say? I approve. Xander, however, does not. He pinches himself a couple times, but it doesn't wake him up. So he opts for the "run away screaming" plan. Willow follows.

In the Library, Giles is sitting in front of a sprawling mess of newspapers. Buffy asks if he's found anything, and he reluctantly confesses that he doesn't know because he's completely unable to read. I know I'm all Giles Uber Alles, but seriously – this scene? Giles is just so profoundly vulnerable and frustrated. It's very brief scene, but it's also very moving.

So Buffy picks up a paper, recognizing the kid in the "Boy in Coma" story as the same kid she's seen around school. Now we're getting somewhere! They wonder if it's a kind of astral projection, notice the 19 on Billy's jersey, and then Buffy's father, Hank, walks in and asks to speak with her. Buffy, instantly bouncy but worried at his tone, introduces him to Giles, and they head off so Giles can get back to not reading the paper.

So Hank and Buffy head outside where Hank lays a whopper on her, confirming her fears that it's her fault her parents split. And he doesn't really enjoy their weekends together, so they shouldn't bother with them anymore. He walks away as Billy steps out of the shadows, but Buffy's too distraught to notice.

Back inside, Xander and Willow share their nudity-induced stress with Giles. Xander says it was a nightmare, and Willow puts it together with what Wendell told them. Then Giles remembers dreams he's had, and it's all falling into place. He tells them about Billy, cautioning them that they need to stop this soon before everyone's worst nightmares come true. Cut to Cordelia at her locker, unable to get a comb through her horrendously fried hair. Hee!

Over by the gym, Buffy spots Billy again and decides to tail him this time. They sit on the bleachers, and he confesses that the Ugly Man calls him Lucky 19. The same Ugly Man who nearly killed Laura. The same Ugly Man that's right behind Buffy! Wham! Buffy tries to make with the kicks, but she gets flung like a ragdoll and decides the better part of valour is not staying to get her ass kicked. She and Billy flee.

Meanwhile, the Library gang has split up to find Buffy and let her in on the scoop asap, given the lovely dreams she tends to have. Buffy tells Billy they need to find her friends, but he says they need to hide again so the Ugly Man can come get them. Yes, Billy has suffered recent head trauma. After watching an hysterical Cordelia get hauled into the Chess Club meeting, Willow follows a creepy whisper down into the dark basement. No, Willow has not suffered recent head trauma, but it's about as good a plan as Billy's. A hand reaches out and grabs her, and we cut to Xander.

He's wandering through an abandoned part of the school (read: same hallway they've used all season, this time draped in plastic tarps) with swastikas spray-painted on the walls. Which would so be my cue to skeedaddle, but Xander's not always the quickest. No, he instead starts follows a trail of chocolate bars, cramming them into his mouth, gleefully unaware that he's clearly headed towards big, scary doom.

Buffy & Billy take a time out from their fruitless search for the others to notice the baseball practice going on, and Billy spills that "he" blamed Billy for the team's last loss. Buffy tries to coax more of the story out of him, but Ugly Man's on their trail. So they take a quick detour through some bushes… and into the pitch black cemetery.

Willow's nightmare is continuing apace – the hand that grabbed her quickly adjusts her kimono then shoves her onstage, despite her insistence that she doesn't know the words. Tenor Aldo sings his verse beautifully, but "The World's Finest Soprano" barely manages a pitiful squawk. And we're back to Xander. He picks up a Chocolate Hurricane bar, which he hasn't had since his 6th birthday… cue some insanely manic laughter and a knife wielding clown that comes bursting through the nearest tarp! Gah! My dummy fear I mentioned back in the last episode? *Nothing* compared to my fear of clowns. Actually, a couple months ago, a friend told me he'd once heard someone say that the definition of horror is a clown showing up at your house a midnight, and I started shaking all over because the image frightened me so badly. Yes, I am a giant wuss, thank you very much. But I'll be the wuss that's still alive because I knew to run like my ass is on fire when the "Oh, I’m just a harmless clown with a ventriloquist's dummy" comes to town.

Ahem. Meanwhile, Buffy & Billy stop to ponder an open grave, and the suddenly free and breezy Master decides to chime in. Eep! As clever Billy inches away, the Master tells Buffy that he's free now because she fears it. Then he blithely drops her into the grave and proceeds to bury her alive. She screams from inside a coffin, begging him to stop, and the camera slams to black.

Willow is, of course, being booed off stage to an accompanying hail of tomatoes (who the hell brings tomatoes to the opera anyway?). Xander appears and shakes her out of her trauma by mentioning his 6th birthday, and she's instantly cheered by the memories of his panic at being chased by his party clown. Yeah, well, his panic's back, and it's brought a carving knife. Scary clown again, they scramble to get away, then they run into Giles, who is also sensible enough to find a knife-wielding clown very disturbing. Then Xander decides he's had enough, turns around, and knocks the stuffing out of the clown! Yes! Xander is now my hero for life.

Liberated and feeling free, Xander leads the gang outside where they take a look around the sunny day for Buffy. And wonder when somebody put a cemetery in across the street. And made it night over there. Xander asks whose nightmare they're in, but as soon as Giles sees Buffy's name on a headstone, he knows the nightmare is his. He's despondent, convinced that he's failed her and blaming himself for her death. It's an amazing scene that was powerful years ago but is even more so now. Seriously, go back and watch this, and try not to get teary. Or at least a little choked up.

But Giles' goodbye is cut short when Buffy decides to haul herself out of the earth and dust herself off. And she's feeling much better, thank you, except for the fancy new vampire ridges she's suddenly sporting. Horrified at what she's become, she turns away, but Giles gives her some hope that the damage can be undone if they can get to Billy. She says she'll try and hold it together, but they need to hurry. She's getting hungry. They set off, Willow nattering about what if it doesn't work, and Giles kindly invites her to cram a sock in it.

Over at the hospital, everything's erupted into mayhem. Giles tries the "talk really loud" approach to waking the comatose Billy, but his "asteroid body" is over behind the drapes and says that won't work. He has to hide from the big ugly that's coming down the now-empty hallway. That hospital mayhemed itself out kinda quick there. Anyway, VampBuffy is over it and plans to have a few words with Uglypants.

With a feral snarl, she pounces on him, breaks his club-like arm, and tells Billy the rest is his job. Understanding, Billy lifts the Ugly Man's mask off to reveal… and the world goes back to normal. Billy wakes up from his coma and asks the nice strangers who they are just before his Kiddie League coach comes for a visit. Yeah, he's been really worried about Billy. Or as he calls him, his Lucky 19. Oh, he's so busted. He steps forward to see Billy, and Giles slyly blocks the door behind him. Billy corrects him for suggesting that missing one ball lost the whole game, and when Buffy accuses the coach of assaulting Billy after the game, he tries to bolt. Of course, Giles still has the door blocked, and Xander grabs Coach by the collar. Order is restored, and the bad guy goes to jail.

Back on campus, Buffy tells Xander he was kinda heroic for grabbing the guy, and he's happy to soak in every bit of that. Then a car horn signals the arrival of Buffy's very loving father, who's thrilled to see her and wants to hear all about her day. As she bounces away, Willow asks Xander if he still found Buffy attractive as a vampire. He tries to deny it, but he can't. Xander and Willow agree. He really needs help.

Thoughts

I loved this episode! Aside from the great fun of it, there was a lot of really interesting character stuff happening that is still relevant years later, especially in light of everything that's happened since. Giles was horrified at his inability to read, but his worst nightmare was clearly the idea of something happening to Buffy. Buffy, meanwhile, was terrified by the idea of being trapped in a coffin. Way to go, Willow. She also seemed deeply afraid of Hank abandoning her. Way to go, Hank. Oh, and there's her nightmare in the opening about being cornered and bitten by the Master. Hm, think it'll happen? Willow here was petrified at the thought of being the center of attention, but in later years, she'll become increasingly angry about being the one in the background. I also thought it was interesting that in this episode, we saw them all confronted with their worst fears, but Xander was the only one of the group to actually defeat his. Way to go, Xander!

Yeah, okay, Billy did too, but I'm talkin' Scoobies.

I also loved that some of their nightmares were ones that everybody has: being unprepared for class, sudden and inexplicable nudity… and I've had the "don't know my lines" dream more times than I can count. Actually, the only recurring nightmares of mine they didn't have were the one where my teeth fall out and the one where somebody cuts off all my hair. Fortunately for my sanity, clowns and dummies stay the hell away from my dreams. Of course, I've just jinxed myself horribly now and will have some awful dream tonight about a knife wielding clown hacking off my hair while his dummy friend pulls out my teeth. Way to go, Liz.

But back to the episode again. You know, at first, it seems like a fun romp, but now that I've watched it a few times, it's amazing how many seeds for the future were planted here. Kinda neat.

Quirks

The only one I really can think of is wondering just how VampBuffy got across town in the middle of the day.

Body Count

Buffy – I count her because as a vampire, she was by definition dead. Fortunately, she got better. She does that sometimes.
Ugly Man – Did Buffy kill him or just knock him out? I'm actually not sure. True, the Ugly Man represented the Coach, who was alive after the dream, but there are just too many levels of metaphor going on there for me to be sure whether Ugmo was dead or unconscious.

Haiku

Kneeling at her grave
Giles despondent at her death
Fear he'll have to face

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