(scoffs) "Dreams? That would be a musical comedy version of this."
Buffy patrols Sunnydale's underground. As she rounds a bend in the sewer, she comes across the Master's lair. The Slayer whirls around, and stares into the eyes of the vampire king. Captivated by him, Buffy's stake clatters uselessly to the floor. The Master leans in to taste his prey, as Buffy screams. "NO!"
Her eyes snap open. She's snug in her own bed. Phew. Joyce informs Buffy that her father called, and their weekend plans are still on.
At school that morning, Buffy is startled to see a sad looking young boy, watching her from the doorway. The teacher asks a student, Wendell, to read a passage from the text. He opens his copy, and several large tarantulas scuttle out of it. The young boy calmly observes the panicked class.
The Scoobies find Wendell in quad sitting alone. Wendell reveals that he actually loves spiders, but his own pet spiders died when his brother left a heat lamp on too long. Since then, Wendell's had a recurring nightmare about them. He thought he was dreaming again in class, but then everyone else started screaming too. Meanwhile, a girl ducks into the basement for a quick smoke break. From the shadows, a grotesque demon watches as she lights up, then starts attacking her with his deformed, club like arm.
In the hospital, Buffy and Giles bring flowers to the victim (Laura), who looks like ten miles of bad road. Laura remembers that the monster said "Lucky nineteen," right before the attack. Laura's doctor tells them that there was another victim — a small boy — whose attacker has the same M.O. But that one is in a coma.
In the library, Buffy glances down at a newspaper and recognizes the kid from earlier. He's Billy, a twelve year old who was beaten unconscious after a little league baseball game. Giles thinks that Billy might be using some form of astral projection to move around town. Buffy notices that Billy's baseball uniform displays the number 19. A clue! Buffy's dad Hank pops in. She wonders why he's there early, and Hank says he needs to talk to her in private. As they take a seat on a outdoor bench, Hank tells her she is old enough to hear the truth: Buffy is total embarrassment as a daughter and the root cause of his divorce from Joyce. Speaking of which, Hank doesn't really "get anything" out of these shared custody visits, so he pats her knee and rises without even a goodbye. Buffy, grief-stricken, looks up and notices the coma victim, Billy, staring at her from a doorway. She hounds him into the gym, but the Ugly Man reappears. Buffy fights back, but he's too tough for the Slayer. Billy rushes out of the gym and Buffy follows, limping.
The gang finally puts the pieces together and realizes that everyone's nightmares are coming true. And given the subject matter of a Slayer's dreams, it's pretty imperative that they find Buffy right now. Meanwhile, Buffy suddenly finds herself in a cemetery at night. The Master appears, ready to bury her alive. He throws her into a freshly-dug grave, slamming the coffin lid shut.
Outside the school, pandemonium is breaking out as police sirens wail. Willow sees a portal to a graveyard across the street. They walk over to it and face Giles' nightmare: Buffy's tombstone. Giles sinks to his knees, beside himself. A hand reaches out and grabs his wrist! Buffy climbs out of the dirt, brushing herself off. Oh, and another thing: She's vamped. Giles tells her that he believes if they can awaken Billy, reality will shift back to normal. Buffy's shaken, but not stirred.
Chaos reigns in the hospital. Giles tries to rattle Billy awake. "That won't work," a child says. Giles looks up to see Billy's astral body standing nearby. Giles pleads with him to wake up, but the child tells him he has to hide from the Ugly Man. That does it; Buffy steps out into the hall to face the brute. Armed with the combined power of the Slayer and the vampire, she's finally able to overpower him. He slumps to the ground, stunned. Buffy tells Billy that he has to finish it: he must face his fear. Billy walks hesitantly to the Ugly Man and peels back his face, restoring reality.
Back in the real world, Xander notices Billy's eyes fluttering, and he smiles as the child awakens. Giles is about to get a doctor, when Billy's baseball coach enters, calling Billy his "Lucky nineteen". Buffy and the gang realize that the coach is the culprit. Book 'em, Danno.
Back at school, Hank drives up, honking for Buffy. She's delighted, realizing her nightmare about her father was just that; Hank is just as thrilled to see Buffy as she is to see him. They hug tightly and walk to the car, as he asks about her day.
- Abandoned Hospital: There's a mass evacuation by the time the Scoobies arrive on the scene. Giles grabs the doctor from earlier, but we see that his hands are mangled and he's going berserk.
- Adult Fear:
- Your son joins the little league; the coach beats him into a coma when they lose a game.
- Giles's fear isn't much different: It is his responsibility to watch over and train Buffy, the inexperienced teenage Slayer. Naturally, his fear is that he will fail to prepare and protect her, and she will die an untimely death as a result.
- Adventures In Coma Land: Inverted in that everybody in Sunnydale gets to enjoy Billy's nightmares, too. Giles asserts that such things are easy when you're on a Hellmouth.
- Aesop Amnesia: Xander asks if there was any homework, and Willow reminds him that they're doing "active listening." Xander draws a blank. Buffy says that Miss Tischler was wearing a tight sweater. "Oh, the midnight blue angora! See, I was listening." Um, has he already forgotten "Teacher's Pet"?
- All Just a Dream: Buffy's having more unpleasant Slayer dreams, this time involving her death at the hands of the Master.
- Always Camp: "Aldo," the rotund Italian tenor playing Willow's new American husband Pinkerton. His patience is wearing pretty thin before Willow even starts to sing.
- Always Night: A cemetery suddenly appears near Sunnydale High. It is night there, even though it is day everywhere else.
- And Then John Was a Zombie:
- Buffy climbing up out of the dirt and greeting her friends, only for them to leap back in horror. Buffy puts her hands to her face and mutters, "Oh God," obviously dreading that this will be a permanent condition.
- Fridge Brilliance: One would expect that Buffy would go homicidal, as any nightmares about being vamped would probably revolve around the people she would hurt. However, if the Romani are to be believed, a vampire's worst nightmare is being given a conscience. If Buffy was turned evil when she was turned into a vampire, it wouldn't be a nightmare for her anymore.
- And You Were There: Billy's reaction to seeing the Scoobies outside of his dreams.
- Anti Climax Cut: Giles says they have to stop what's happening, or else everyone in Sunnydale is going to have their worse nightmare come to life. Cut to Cordelia opening her locker, and she sees in the mirror that her hair is frizzed out to a size five times greater than her head. In anguish, she runs a comb through her hair, but it snaps in two.
- Anxiety Dreams: Everyone's dreams start to come true. Most are "classic" anxiety dreams such as being in class in one's underpants (Xander), having to sing in public (Willow), losing the ability to read (Giles), and having to sit a test for which she had not taken the class or studied (Buffy).
- Apologetic Attacker: Billy Palmer.
- Astral Projection: Billy is able to manifest as an astral projection during his coma, but his 'return' causes nightmares to physically manifest wherever he goes, and soon throughout Sunnydale.
- At the Opera Tonight: On her way out of the library, a hand grabs Willow and yanks her through a door. Suddenly, Willow is onstage and dressed in a green kimono for the lead part in Madame Butterfly.
- Attack Its Weak Point: The Ugly Man swings his club at vampire Buffy, but she catches it and breaks it off. This subdues him, and he collapses against the wall.
- Attending Your Own Funeral: Buffy clawing her way out of the grave, causing the Scoobies to scream their heads off.
- Baddie Flattery: The Master says Buffy is prettier than the last Slayer.
- Bad News in a Good Way: Laura's doctor says she'll recover — a couple of shattered bones, a little internal bleeding. Compared to the first victim, she got off "pretty easy."Giles: Have you looked up the word lately?
- Baseball Episode: A mild case, since none of the heroes actually play the game. Too dangerous.
- Batter Up!: The Kiddy League Coach who beat Billy into a coma after he allegedly 'lost' a game. Billy's fear of his coach manifested as a disfigured creature with massive strength and a large club-shaped arm.
- Bee Afraid: Willow looks out a hospital window to see a swarm of hornets over Sunnydale.
- Big "NO!": Dream Buffy, as she is being bitten by the Master. Cut to Buffy lying in bed, moaning "No, no!" as Joyce tries to wake her.
- Big "SHUT UP!": Played for laughs. As they rush to the hospital, Willow nervously asks Giles if he's sure the world will go back to normal, and what they'll do if they can't wake Billy up. "Willow," he says politely, "do shut up."
- Bland-Name Product: 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."
- Brick Joke: Cordelia is checking her make-up in a hand mirror when a shadow passes over her. She barks at Wendell to get out of her light. The Scoobies look on with bewilderment, and Willow is disconcertingly reminded of Eva Perón. She and Buffy have this prophetic exchange:Buffy: I think it's the hair.
Willow: It weighs heavy on the cerebral cortex.
- Brought Down to Normal: Giles' nightmare; the bibliophile who knows five languages can no longer understand the printed word.
- Brutal Honesty: "Hank's" admission that the divorce is indeed Buffy's fault. Furthermore, he claims to be bored by their weekends together; that Buffy is selfish and withdrawn and an overall bore. The expression on Buffy's face makes it clear that she's afraid he might have a point.
- Buried Alive: Buffy seems unable to lift a hand against D Master in her dream, which is consistent with her nightmare at the beginning of the episode. The Master asks what she's afraid of as he holds her over the open grave, then tosses her in. The coffin lid closes on her as she screams for help.
- Catapult Nightmare
- Caustic Critic: According to the director, they're all in attendance for Willow's performance. Break a leg!
- Chekhov's Gag: "I'm sorry, I'm unruffled by spiders! Now, if a bunch of Nazis crawled all over my face..."
- Chekhov's Lecture: The Master instructing Colin, the Anointed One, on the nature of fear.
- Coincidental Broadcast: Buffy strolls into the library, and asks how the research is going. Giles says he got some back issues of the newspaper, but that he doesn't know if there's anything useful in them, because he suddenly can't read. It's lucky he got the correct editions, then, because a front page headline on Billy Palmer is staring Buffy in the face. However, since there were so many back issues, this is less coincidental than other instances of the trope.
- Continuity Nod:
- When Wendell says that he doesn't hate spiders and that in fact he loves them, Xander clarifies that he means in a platonic way. After the praying-mantis-woman who tried to mate with him in "Teacher's Pet", Xander may not consider this a rhetorical question.
- When The Master concludes his lesson, the camera pans up his lair, then through the ground to reveal the school — the opposite of what it did in "Welcome To The Hellmouth."
- Convenient Coma: Conquering Billy's inner fears automatically snaps him out of it.
- Creepy Basement: The boiler room. No smoking allowed.
- Creepy Child: Billy.
- Death Glare: Contrary to Buffy's family, Willow says her parents never argue - they just do this.
- Delicious Distraction: Xander gullibly follows a trail of candy bars and is ambushed by a rental clown from his childhood, this time wielding a knife.
- Disappeared Dad: Buffy's nightmare — her father tells Buffy the divorce was due to her delinquent (Slayer) activities, and that he's disappointed she never lived up to her potential and doesn't want to see her again.
- Dissonant Serenity: Billy looks on impassively at his handiwork, apparently under the impression that it's only in his dream.
- Dramatic Unmask: Billy walks up to the Ugly Man, and peels back his face. Light pours out of it, and suddenly everything's back to normal.
- Dream Episode: The nightmares and fears of the citizens start keeping true, including the Scoobies (Buffy getting rejected by her father, seeing The Master escape, being buried alive and turning into a vampire herself, Xander's fear of a clown from his childhood, Willow stage fright, etc). Eventually it's revealed to be the power of a comatose boy who was beaten into a coma by his baseball coach for losing a game. Once the boy confronts his fear, does he manage to wake up and things return to normal.
- Dream Weaver: Billy, though he's unaware of this ability. In fact, he can't control it.
- Early Installment Weirdness: Joyce and Hank are portrayed as somewhat Amicably Divorced, when later seasons will act like Buffy's nightmare about him is completely accurate.
- Enemy Within: The Ugly Man.
- Eureka Moment: Xander whines to Giles about his underwear experience being a nightmare. Willow is hit with an idea. "Well yeah, Xander. It's your nightmare!"
- Evil Laugh: The Master grabs a shovel, then starts cackling as he pitches dirt into Buffy's grave.
- Then there's the clown, who never stops laughing.
- Everybody Lives: Laura surprisingly survives. The Ugly doesn't count either because he's just a manifestation of Billy's fears.
- Evil Sounds Deep: The Ugly Man.
- F--: Buffy's first nightmare involves a pop history quiz. (Pop as in surprise, not the history of pop music.) Buffy starts to write her name but the pencil tip breaks. She looks up at the clock, and it's gone backwards. She sharpens her pencil, and the bell rings. What!? And the students hand in their tests and leave. Buffy can't even get partial credit for writing her name.
- Face Your Fears: The theme of this episode, and the key to defeating the Monster of the Week. Played with for Buffy, who couldn't exactly face being turned into a vampire...but could use its strength to fight a different monster.
- Xander punches out the clown that chased him and gives it a brief "Reason You Suck" Speech.
- Failed Attempt at Drama: At school, some greaser in a leather jacket and sunglasses is telling his friends about challenging some guy to a fight, and he's not backing down because it's about honor. Willow and Xander pass by, talking about nightmares coming true. Suddenly, we hear a woman's voice belt out, "Oh, there's my little baby!" The greaser's mom comes out of nowhere, wearing a tacky floral shirt, which elicits much chortling from his buddies.
- Foreshadowing: We see the Scoobies standing over Buffy's grave.
- Fully-Clothed Nudity: Xander describes himself as being nude in class, even though he's wearing boxers. Nevertheless he has a full-on Naked Freakout response.
- Gag Haircut: Cordelia's nightmare. That and being turned into a chess nerd with bad fashion sense.
- Ghost Amnesia: Billy can't remember exactly how he ended up in this state, or who attacked him. Each time he starts to remember, the Ugly Man lumbers out of nowhere and starts swinging.
- Hand-or-Object Underwear: Xander finds himself in class in his boxers. His response to that is to cover his chest.
- Hypocritical Humor: Xander's blasé attitude toward Willow's arachnophobia. Real men are afraid of adult things — like clowns.
- I Know What You Fear: A type 2 infection.
- I Let Gwen Stacy Die: Giles drops to his knees in front of Buffy's grave and gives this heartfelt speech.
- Idiot Ball: Willow hears someone call her name out of the boiler room. She thinks it might be Buffy, and goes down the stairs. Good move — the attacker couldn't possibly be in the same scary place again. And going into a dark room because someone calls your name never ends poorly.
- Also Xander falling for the snack bait, which was pretty obvious.
- Institutional Apparel / Man in White: Billy's hospital duds.
- Ironic Hell: As Willow looks around the school for Buffy, she sees Cordy, hair still post-electric-shock, being dragged along by two nerds in cardigans; Cordy yelling that she doesn't want to go and that she's not even on the chess team.
- It's All About Me: Hank gets irritated with Buffy's sniffles and scolds her for whining. "Y'know, I don't think it's very mature — getting blubbery when I'm just trying to be honest."
- It's Up to You: Giles deduces that Billy is the root of the problem, but can't revive him. It's up to Billy to unmask the Ugly Man.
- The Juggernaut: The Ugly Man shambles along and moves ponderously, but can take care of himself. He can even fend off Buffy easily.
- Last-Second Word Swap: Xander is still tugging on a sweatshirt as he and Willow stumble into the library. They tell Giles about Xander's impromptu streaking. Willow smiles and says, "Yeah, it was really" — she catches a look from Xander — "bad. It was a bad thing."
- Let's Split Up, GangXander: Probably faster if we split up to look for her.
Giles: Good idea.
He and Xander go off in opposite directions.
Willow: Oh, uh, faster, but... not really safer.
- Linked List Clue Methodology: "Lucky Nineteeeeeen...."
- Willow then realizes that what happened to Xander is a recurring nightmare of his. Giles, clueing in, says he had a nightmare he got lost in the stacks, and realizes that people's nightmares are coming true.
- In the scene with Billy and Buffy on the fantasy ball-field, the Ugly Man makes his presence known by clubbing one of the players.
- List of Transgressions: Hank explains that he came early because he needs to come clean about his and Joyce's breakup. Buffy's old enough to know the truth. She's apprehensive, and asks if there was someone else. She only wishes. Nope, Hank says bluntly, it was your fault. Buffy's not processing this, but he steamrolls on; noting her Slayer-related "stunts," and that she's sullen and rude and not too bright.
- Lonely Piano Piece: Buffy walking alone after she gets a "Break Them by Talking" lecture from her dad.
- Macho Masochism: To illustrate his point about fear being the mind-killer, The Master regards a leftover wooden cross from the ruined church. He puts a hand on the cross until it smokes.
- Monster Clown: A Nazi clown. Xander is menaced by one of these wielding a knife, having had a fear of clowns ever since an incident at his sixth birthday party. (Fortunately, said clown has a glass jaw.)
- My Beloved Smother: A middle aged housewife type woman comes rushing up to one of the greasers, and covers his face in kisses. "How's my little pookie?" The tough guy is horrified, and begs his mom not to kiss him in front of the guys.
- Nice Job Fixing It, Villain!: Buffy's vampire strength gives her the edge she needs to KO the Ugly Man. (Although, the villain was only Buffys projection so does this trope might not apply.)
- No Smoking: Spoofed with the girl who sneaks off for a smoke being pounced on by the Ugly Man. There's a Gory Discretion Shot where the camera focuses on a poster reading 'SMOKING KILLS.'
- No Sympathy: Buffy sees Cordy holding the classroom door for her. She snarks that Buffy's cut the class almost every day. Buffy panics, wondering how she's going to pass the test. Cordy: "Blind luck?"
- Not Herself: Buffy, still addled from her nightmare, agrees to go to school with no fuss. Joyce raises her eyebrows. "Good day to buy that lottery ticket."
- "Not Wearing Pants" Dream: Xander is forced to experience his recurring nightmare of appearing only in his underwear in front of the whole class.
- Oh, Crap!: Xander walks through the halls, still working on three candy bars at once. He sees one on the floor marked "Chocolate Hurricane," and exclaims that those are the best. He remembers when he last had one, on his sixth birthday, as he starts to hear a maniacal chuckling...
- An out-of-breath Xander pointedly asks Willow if she remembers his sixth birthday party. She laughs and recalls the clown who terrified him—then stops when she realizes the implications.
- Once reality is restored, some middle-aged guy in sweats and a baseball cap walks into Billy's room. He asks how Billy is, and Buffy snits, "He's awake." The coach isn't thrilled.
- Performance Anxiety: Willow's nightmare is based on her terror of appearing on stage; she finds herself costumed to appear in Giacomo Puccini's opera Madama Butterfly, unable to sing a note.
- Pinch Me: Xander realizing he's wearing only underwear. He thinks he's dreaming and tries to pinch himself, but when that doesn't work, he runs off screaming.
- Buffy shouts at the Master that he's not due to be released yet — that this is a dream. The Master says he is free, because she fears it.
- Pre-Asskicking One-Liner: "Scary. I'll tell you something though, there are a lot scarier things than you. And I'm one of them."
- Produce Pelting: Willow's performance earns her an ovation of boos and tomatoes.
- Punch Spin Gape: It takes a real man to punch a clown.
- Race Against the Clock:
Xander: That is a joke, right?
- The Scoobies finally escape the school. Giles tells them, "In a few hours reality will fold completely into the realm of nightmares."
- Giles asks vampire Buffy to hold it together so she can help them, and after a long pause, she says she's up to it. "Well, we better hurry," she monotones. "Because I'm getting hungry."
- Reality Bleed: Billy's psyche somehow causes a bleedover and warping of reality and everyone's nightmares.
- Reality Warper: Billy, accidentally.
- Red Right Hand: The Ugly Man is just that — a large bald man, with one eye gouged out and scars all over his face.
- Red Shirt: Wendell and Laura, though non-fatally.
- Reset Button: Everyone's nightmares start to come true, but the effects are erased at the end of the episode. A debatable example, as the Scoobies retain a perfect memory of what happened.
- The Reveal: The coach popping in to check on his lil' Derek Jeter-in-training.
- Right Hand of Doom: The Ugly Man's clubbed hand.
- Rise from Your Grave: Giles, kneeling before Buffy's gravestone, places his hand on the dirt and says he's sorry. Buffy's hand reaches through the dirt and grabs him.
- Run or Die: Billy's baseline strategy when dealing with the Ugly Man. Xander, Willow, and a very unlucky Giles resort to this with the clown.
- Scare Chord: Willow being yanked off screen and into a theater.
- The soundmixer strikes again when vampire Buffy's hands bursts from the ground
- Screaming Warrior: Apart from "Lhuckee Nineteeeen!," the Ugly Man is only capable of bellowing and growling.
- Screaming Woman: Spiders spill out of Wendell's textbook, and everyone starts screaming, the teacher most loudly. Way to keep cool in a crisis. There's a quick, hilarious shot of the teacher and Cordelia standing side by side screaming their heads off.
- Screams Like a Little Girl: Wendell shrieks and flies backward when tarantulas pop out of his book. Xander has a similar reaction to his clothes disappearing.
- Scully Syndrome: Xander thinks the theme of Wendell and the spiders could just be a coincidence...and pays the price. As he turns to follow Willow into class, everyone gasps and starts laughing and pointing. Xander has been relieved of his clothes, save a pair of boxer briefs.
- Series Continuity Error: A blink-and-you'll miss it moment in "I Robot, You Jane" showed that Buffy's birthday was in 1980, but her gravestone here shows a birth date of 1981. This may be because it's not actually her real gravestone, but just Giles' nightmare, so he may have gotten her birthday wrong.
- Serious Business:
Xander: They're from the Middle East?
- In keeping with Giles's theory about fears coming to life, Xander guesses that Wendell has a bad relationship with insects. Surprisingly, Wendell snaps at them that they're arachnids — he worships spiders, and dorks mistaking them for bugs is a major sticking point for him.
- Buffy can't believe a coach would beat up a kid, and Xander observes that Buffy's obviously never played kiddie league. "I'm surprised it wasn't one of the parents."
- Shut Up, Hannibal!: Xander finally gets fed up with running, whirls around and punches out the clown. Catharsis at last."You were a LOUSY clown! Your balloon animals were pathetic! ANYBODY can make a giraffe!!"
- Sinister Silhouettes: Xander sees a shadow on the other side of one of a plastic tarp, and a knife-wielding clown busts through. Eep!
- Speak of the Devil: In a frightened voice, Billy confides that the Ugly Man wants to kill him, and that he "hurt that girl." Buffy wants to know why, and Billy gasps in horror. "HE'S HERE!" Buffy looks over her shoulder, and the Ugly Man wallops her with his club. Cut to commercial.
- Spiders Are Scary: Inverted with Wendell, whose love affair with spiders came to an untimely end thanks to a heating lamp. Played straight with Willow, who doesn't know why they need all those legs.
- Tempting Fate: Xander boasts that all this supernatural stuff doesn't faze him anymore. He scurries his fingers around Willow's shoulder, pretending to be a spider.Xander: It's funny if you're me.
- Xander's humiliation in front of his classmates strikes a chord with Willow. "Everyone staring? I would hate to have everyone paying attention to me like that."
- Thousand-Yard Stare: The Scoobies journey to the quad to find Wendell, who is semi-catatonic from the morning's events.
- Vampires Are Sex Gods:Willow: (to Xander) Personal question?
Xander: Yeah, shoot!
Willow: When Buffy was a vampire, you weren't still, like, attracted to her, were you?
Xander: Willow, how can you... I mean, that's really bent! She was... grotesque!
Willow: Still dug her, huh?
Xander: I'm sick, I need help.
Willow: Don't I know it.
- Visit by Divorced Dad: Hank Summers is supposed to meet Buffy, but cancels. Everyone's worst fears come true, so Hank tells Buffy that it was all her fault her parents divorced. It wasn't really her father as it turned out, but Buffy never gets over her Disappeared Dad, a fact that lampshaded in Season 7 "Conversations With Dead People".
- Walk-In Chime-In: In the graveyard, Buffy and Billy spot an open grave. Billy wonders who died. "Nobody died," sneers the Master, lounging against a tombstone. "What's the fun of burying someone if they're already dead?"
- "What Do They Fear?" Episode: All the worst nightmares of Sunnydale residents come to life. These range in severity from embarrassmentshowing up in class in your underwear or forgetting how to readto Buffy getting buried alive and turned into a vampire, to Xander being attacked by a knife-wielding Monster Clown.
- Why Did It Have to Be Snakes?: Willow is afraid of spiders. Naturally, Xander pokes fun at this.
- "You!" Exclamation: Buffy shouts this at the Master when he inexplicably appears in the graveyard.Buffy: This isn't real. You can't be free!
Master: You still don't understand, do you? I am free because you fear it.