The Summers women are at the hospital when Dr. Aaron Kriegel informs Joyce she'll have surgery in two days. The rest of the gang does their best to patrol and rid Sunnydale of a few more undead residents, hoping to prevent Buffy from being unnecessrily bothered while she is dealing with her mom's health. Meanwhile, Riley allows another female vampire to feed from him; he does not stake this one.
The next day, Willow brings gifts to Joyce, Buffy, and Dawn in hopes of cheering them up. She brings Joyce a beer helmet, Dawn a book on the history of spells, and Buffy a history book and a yo-yo. With the brain tumor, Joyce has unusual outbursts, and the girls decide to let Joyce rest. On the way out, a mental patient sees Dawn and insists that there is nothing inside her.
Willow and Tara camp out on the roof of a building and watch the stars. Willow points out constellations to Tara, who points out several that she has made up. They cuddle and invent new star constellations when they see a large object streaking through the sky and crashing down in Sunnydale. They investigate the crash site and decide to contact the other Scoobies. The crazy man that spoke to Dawn, who has been released from the hospital, is walking through the forest when a creature attacks him and kills him.
At the hospital, the creature climbs along the ceiling, undetected. Buffy and Joyce talk the doctor into letting a highly agitated Joyce go home until her operation. The gang finds the location of the crash and a hollowed-out shell. They spread out the search and find the dead body of the mental patient. The gang leaves to do research, and Riley stays behind to investigate the scene. He calls Graham for military reinforcements, and advises the soldiers how to deal with the situation when they arrive. They decide to try and track the creature by trace radiation.
At the hospital, a mental patient is attacked by the demon. Buffy's mom continues to act strangely and say things she doesn't mean to say. Dawn is hurt when Joyce calls her a "thing," but Buffy comforts her and tells her to ignore the things that people say when they are crazy. She tries to explain that when people are crazy, they think that nothing except themselves are real.
Through research, the gang finds that the creature is a Queller demon, and that it is periodically summoned to rid the world of plagues of crazy people. At the Summers' home, Buffy and Dawn put their mother, whose mental clarity continues to deteriorate, to bed. Dawn listens from her bedroom as Joyce babbles loudly. At first, she appears to be talking to the ceiling; however, it is soon revealed that she is talking to the Queller demon, which is watching her from the ceiling. Dawn tries to ignore the babble, and Buffy, who is downstairs washing dishes, turns on loud music and begins to sob.
In Joyce's room, the demon falls from the ceiling and spits a thick layer of slime onto Joyce's face. Dawn hears the commotion and runs to check on her mother. When she sees the demon attacking her mother, she comes to the rescue, knocking it onto the floor with a coat rack. It flees from the room, and Dawn slams all the doors and screams for Buffy. Buffy runs upstairs to check on her mother and sister. They tell her about the demon, and she chases it downstairs where she finds Spike coming out of her basement. He asks her if she heard a noise, and she notices that he has been stealing pictures of her, but the demon attacks before she has a chance to berate him.
Together, they fight off the demon, and Buffy ultimately kills it with a knife while wrestling with it on the floor. Spike walks over and offers his hand to help her up. He pulls her to her feet, and their hands remain connected as Riley bursts through the door with the soldiers. Spike informed Riley that he had missed quite a show, making sure that Riley understood that Spike had been there to help.
Back at the hospital, Ben gets into his car to find that Dreg is waiting in the backseat. Ben reveals that he is the one who summoned the Queller, intending to handle the town's expanding mentally ill population, which he describes as "having to clean up Glory's mess," which he complains he has had to do for his entire life.
Meanwhile Joyce, because of her brief experience as an insane person, has realized the truth about Dawn, which Buffy confirms for her. Joyce insists that Dawn is nevertheless her daughter and urges Buffy to take care of Dawn in case anything goes wrong during the operation. While her daughters and the rest of the Scooby Gang watch on, Joyce is wheeled off to surgery.
Tropes in this episode include:
- Badass Boast: Willow tries this after dusting two vampires, but then goes weak at the knees from delayed shock.
- Big Damn Heroes: Averted; Riley and his men come charging into the Summers house to find that Buffy and Spike have already killed the demon.Spike: You just missed a real nice time.
- Black Helicopter: Major Ellis arrives in one.
- The Cavalry Arrives Late: Riley and the black ops unit barge in just after Buffy has already killed the demon.
- Ceiling Cling: The Queller demon.
- Darkness = Death: The lights hurt Joyce's eyes, so her daughters turn them off, leaving the demon free to crawl about unobserved.
- Description Cut: Buffy says that the Scoobies have everything under control while she's with Joyce. Cut to the Scoobies getting their ass kicked by vamps.
- Designated Girl Fight: Subverted when the Scoobies are fighting two female vampires. Unfortunately they're tall, muscular types.
- Danger Takes a Backseat: Dreg shows up in Ben's back seat, to speak with him. Ben promptly tells him to get lost.
- Give Me a Sword: Spike tosses Buffy a kitchen knife so she can kill the Queller demon.
- Glamor Failure: Glory's victims, and Joyce with her brain tumor, can all sense that Dawn is not real.
- I Can't Believe I'm Saying This:Xander: I still don't get why we had to come here to get info about a killer snot monster.
Giles: Because it's a killer snot monster from from outer space! ... I did not say that.
- Insane Troll Logic: Willow getting Joyce a beer-drinking helmet.
- The Men in Black: Riley calls in whatever black ops unit took over from the Initiative to handle the problem.
- No Peripheral Vision: The Queller manages to hide on the ceiling in a busy hospital, even in long corridors. Which is where the MST3K Mantra really comes in handy. Not only is it attempting to hide on the ceiling with no camouflage, it's making a pretty good deal of noise. But then again, this is Sunnydale. Noticing monsters tends to get you eaten by monsters.
- Not What It Looks Like: A non-verbal version—Riley charges into Buffy's house and sees her Holding Hands with Spike (who just helped her up). Buffy doesn't notice Riley's reaction to this.
- Promotion to Parent: Joyce asks Buffy to be this for Dawn if she doesn't make it through surgery—despite knowing that Dawn isn't really her daughter.
- Punny Name: Major Ellis is the man sent by the government to respond to the alien. Ellis Island was a famous receiving station for immigrants, e.g. aliens.
- The Reveal: Ben is shown to be connected to Glory.
- Wait, does Ben have something to do with Glory?
- Shout-Out: The Queller's method of killing (spitting a plug of mucus onto people's faces that suffocates them, and then decomposes away to leave an apparent natural death) is copied from the killer artificial flowers in the Doctor Who story "Terror of the Autons".
- Something Completely Different: Averted; the demon is not an alien invader as first thought.
- Soundtrack Dissonance: Buffy is washing dishes, crying her eyes out in the dark while the radio plays cheery Latin dance music, having turned on the radio to drown out the sound of her mother raving upstairs.
- Stalker with a Crush: Spike is stealing photos and clothes from Buffy's home.
- The Tunguska Event: Referenced and hinted to have been a previous appearance by the Monster of the Week.
- Title Drop: For the next episode.Giles: Perhaps we should explore a bit more, head into the woods a bit.
- Visual Innuendo: Riley at the vamphouse—the scene opens with him and a female vampire kneeling before him, shot at an angle (and with sound effects) that makes it unclear just what she is sucking, but that there is definitely sucking going on. Then the camera pans around to show that it's just blood from his arm.
- Word Salad: Joyce's ravings; subverted when we find she's talking about the monster clinging to the ceiling above her.