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RESTLESS (ep #4.22)

(a.k.a. Dream a Little Dream: or, It's All about the Cheese)

Written by: Joss Whedon
Directed by: Joss Whedon
Starring: Sarah Michelle Gellar as Buffy Summers
Nicholas Brendon as Xander Harris
Alyson Hannigan as Willow Rosenberg
Marc Blucas as Riley Finn
James Marsters as Spike
Anthony Stewart Head as Rupert Giles
Guest Starring: Kristine Sutherland as Joyce Summers
Amber Benson as Tara Maclay
Mercedes McNab as Harmony Kendall
David Wells as The Cheese Man
Michael Harney as Man (Xander's Father)
George Hertzberg as Adam
Emma Caulfield as Anya
Seth Green as Oz
Armin Shimerman as Principal Snyder
Co-Starring: Sharon Ferguson as Primitive (The First Slayer)
Phina Oruche as Olivia
Rob Boltin as Soldier

Plot Summary

The first slayer, upset by the enjoining spell from "Primeval," tried to scare or kill Willow, Xander, Buffy, and Giles in their sleep.

Plot Details


The episode opened in Buffy's house soon after "Primeval" ended. Riley had to go to a debriefing but was not worried. Graham and the other commandos all said that Riley saved their lives, so Riley will probably get an honorable discharge. The fact that he knew about the government's embarrassment also gave him some leverage.

Before he left, Joyce said that she was happy that she finally got to meet Riley (emphasis pointedly in the original). Joyce could not believe that Buffy, Giles, Willow, and Xander wanted to stay up and watch videos, but they said that they were too wired to sleep. Xander put the first video into the VCR, and all four were asleep before the FBI warning was over. With the opening credits over, the episode can now begin.

Willow's Dream

The camera moved toward Willow's sleeping body. We then see a topless Tara (unfortunately from the back) wondering if Miss Kitty Fantastico will let them know her real name. Tara did assure Willow that Willow knew Tara's real name. Willow was busy doing her homework, which consisted of writing a poem by Sappho in the original Greek on Tara's bare back. Willow went to open a curtain. Outside was desert, with a crouching figure lurking out of focus.

Willow ran into Xander and Oz in a hallway. They discussed the drama class that Willow was going to take. When Willow left, Xander made it clear to the few clueless people in the audience what the "spells" that Willow and Tara did over the fourth season really meant.

Willow wandered backstage into a play. Harmony, costumed as a milkmaid, was very excited as was Buffy, who was costumed as a 1920s flapper. Willow was confused because she thought this was the first day of drama class. Riley approached excited to be "Cowboy Guy." Willow was really hoping that this was not Madame Butterfly like in "Nightmares" because she did not want to do opera.

Giles gathered everyone in a power circle, a bit like in "The Puppet Show." This time, however, he was more enthusiastic and less uncertain. Afterward, a man showed Willow his slices of cheese. Willow then wandered through red curtains, a la Twin Peaks, and ran into Tara. Willow was worried that she was not prepared for the play. Tara said that was not the point. Tara also warned her that people would find out the truth about her.

On stage, Riley stepped in and offered to help Harmony with her milk pails. She politely declined and asked why he was there. He was looking for a man, a sales man. Later, somebody died (presumably the salesman) and Harmony was in tears. Buffy chewed out Riley and his entire sex.

Later, a sharp blade ripped through the curtain at Willow. She crouched until Buffy dragged her into a Sunnydale High classroom. Buffy said that they play was over and that Willow should get out of costume. Buffy then ripped off Willow's clothes and sat down in a now full classroom.

Willow, looking exactly as she did when we first saw her in "Welcome to the Hellmouth," was giving a report on The Lion, the Witch, and the Wardrobe. Buffy, Anya, Xander, Oz, and Tara were in the class. Before Willow got very far, the crouching figure attacked her and caused her face to get very dried out. Back in Buffy's living room, Willow gasped for air.

Xander's Dream

Xander woke up. Giles complained that Apocalypse Now was overrated until he figured out that it was about the journey. Buffy offered Xander some new car smell flavored popcorn. This made him need to urinate, so he went upstairs.

Before he made it into the bathroom, he ran into Joyce in a nightgown. She said that the others left him a while ago. She came on to him a bit more subtly than in "Bewitched, Bothered and Bewildered," but he went to the bathroom first. He had difficulty going because three Initiative scientists and a bunch of commandos were watching him. He decided to go somewhere else and walked out, into his basement. He heard rattling from the door to his house but realized that was not the way out.

Xander was in a playground where tweed-clad Spike and Giles were on the swings while Buffy played in a sandbox. Spike said that Giles was going to teach him to be a watcher and that he was like a son to Giles. Xander saw the ice cream truck from "Where the Wild Things Are." Buffy's sandbox briefly turned into the desert.

In the ice cream truck, with very bad green screening through the windows, Anya talked about getting back to vengeance. Xander was concerned. He started to rant, but Willow and Tara were making out in the back of the truck and distracted him. The camera cut to Xander before we could see Willow and Tara touch lips, but they were clearly doing something very interesting. Tara invited him back there, and Anya did not mind.

Xander went to the back of the truck and crawled into his basement. He was still hoping to find Willow and Tara, but they were not there. He heard some scratching upstairs, and the Cheese Man told him that his cheese slices will not protect Xander.

Xander walked out of the basement and into Sunnydale High, only with the color distorted. He ran into Giles who had important information that might save his life. Giles then started to speak in French. Anya arrived and also spoke in French. Eventually, Anya and Giles pulled him away.

Xander found himself in a jungle where he eventually was led to Col. Kurtz, oops, I mean Principal Snyder. They renacted a scene from Apocalypse Now in one of the funniest scenes in Buffy history. It included Xander telling Snyder exactly what he thought of him, as Xander wished to do in "What's My Line? Pt. 1." Eventually, Xander stood up and saw the crouching figure from Willow's dream.

He went into Giles's apartment and saw Giles, Buffy, and Anya hovering over a gasping Willow. Xander ignored them and walked down Giles's hall into a hall in UC Sunnydale. He continued into Buffy and Willow's dorm room. He heard something behind him, so he went into Willow's closet and walked down a hall into his basement again.

There was still pounding on the upstairs door. Eventually, his father burst through. His father reached into Xander's chest, turned into the figure from Willow's dream, and pulled out Xander's heart, as Xander feared would happen, metaphorically, in "Inca Mummy Girl."

Giles's Dream

Giles's dream started with him hypnotizing Buffy like in "Helpless," except that he used a pocket watch (get it, WATCHer?) instead of a crystal. Buffy giggled. The scene then switched to a carnival. Buffy was dragging him and a pregnant Olivia to the "Crack Drac" booth where she threw balls at vampires. She missed on the first throw but hit on the second. Unlike in "Bad Girls," when Buffy said that Giles gave her cookies, he had no treats as rewards.

Spike motioned them to a side show in a crypt. In there Olivia was crying and Spike was posing for photographers. There was also the Cheese Man, who was wearing his cheese slices. Giles was not happy and wandered out the crypt and into the Bronze.

There, Willow and Xander were looking very well for people who were dying. They were helping Giles research while waiting for Anya to tell a joke to the crowd. She did a humorously bad job at telling a joke about a duck who was stuck to a man. Despite a little heckling at the beginning, she got a good laugh.

Giles then realized a bit of what was going on. He took the stage and sang his conclusions about how the enjoining spell from "Primeval" unleashed something on the rest of them. Feedback cut into the song before he could finish.

He crawled along the ground following a wire until he found the pocket watch from the beginning of his dream. He recognized the crouching figure as being "the first." He said that he could defeat it with his thoughts and that it underestimated him because it never had a watcher. It did not seem to care and sliced into his forehead.

Buffy's Dream

Buffy woke up in her dorm when Anya, in Willow's bed, whispered to her. Buffy tried to shut her up, claiming she needed her beauty sleep. Before Anya could point out that Buffy had enough, Buffy woke up in her bed in her house.

Buffy told Tara that she and Faith just made the bed (most recently in Faith's dream in "This Year's Girl"). Buffy noticed the clock saying 7:30 as in "Graduation Day, Part 2." Tara said that it was wrong. Tara then said that Buffy does not know what will come or what she is. Buffy left as Tara told her to return before Dawn.

Buffy found herself in a school hallway. She saw Joyce peeking through a hole in a wall, a bit like in "School Hard." Joyce told Buffy not to worry. As Buffy left, Joyce said that Buffy probably could break through the wall, but Buffy did not hear her.

Buffy walked into a room with Riley, dressed in a suit, and a man dressed a bit less formally. Riley said that the debriefing went well and he is now Surgeon General. Buffy wanted to celebrate, but Riley and the other man were planning to take over the world using intelligent coffeemakers. Buffy asked the man his name, but he denied that anyone could remember a name before Adam. In other words, Joss Whedon wanted to give us the opportunity to see what he looked like under the prosthetics. An announcement came over the speakers saying that demons have escaped. Riley and Adam decided they needed pillows for protection, like in "Never Kill a Boy on the First Date."

Buffy tried to call them back to get the weapons in her bag, but she just saw mud. Not thinking of anything better to do, she gave herself a facial as the colors got distorted.

Buffy walked from the room to the desert. Tara approached her, speaking for the first slayer. Buffy wanted the figure to speak for itself, but Tara said that it had no speech. Buffy demanded her friends back, but the first slayer said that slayers do not have friends.

The Cheese Man stepped in waving two slices of cheese. Buffy got fed up and started to fight the first slayer. Eventually, Buffy said "enough" and woke up on the floor of her home. The first slayer started to leap on her and stab her hand, but Buffy had enough. She realized that she was in a dream and denied that the first slayer was the source of her power. She also started to critique the first slayer's hairstyle when everyone woke up.


The characters discussed what happened. Joyce came down and offered to make hot chocolate and asked a very nervous Xander to help. Buffy wandered off to her room with her bed already made. Tara once again told her that she did not know what was to come.

The Good

Quite simply, this is probably the most thought-provoking episode of the entire show. Viewers can watch it many times and see new things each time.

If "Hush" was an opportunity for the actors to show what they could do, this was an episode in which Joss Whedon and the crew showed what they could do. The actors shone in this episode just like Joss Whedon and the crew shone in "Hush." However, this episode contained some of the best writing, directing, cinematography, editing, etc. of any episode of the show.

The phrase "better than most of what is on television" is often used to describe Buffy episodes, but, when describing this episode, any comparison to other television shows comes across like faint praise. I will go futher. Akira Kurosawa is my favorite filmmaker, yet his Dreams cannot touch this episode in terms of portraying a dream. Each of the four dreams felt like dreams rather than an attempt to imitate Salvador Dalí. They all had the right mix of the mundane and the illogical. They randomly switched settings. Most importantly, they reflected the concerns of the dreamers themselves.

The Bad

It could have gone on for another hour and given us dreams from Spike, Anya, Riley and Tara.

There were a few differences from real dreams, mostly because of the limitations of filmmaking. Dreams tend to be more from the dreamer's point of view than in this episode, but that point of view is hardly universal. There also should have been more continuity errors.

No other episode makes more episodes look bad in comparison than this one. For example, "Nightmares" and "Fear, Itself" both try to cover similar ground as this episode. They are both good episodes on their own but are not nearly as good as this one.

Somehow, the show is able to create an even better episode in the future.

Overall Rank: 2

Action: 5

The first slayer attacked Willow in her dream.

Xander's father/the first slayer pulled out Xander's heart.

The first slayer cut Giles's forehead.

Buffy and the first slayer fought in the desert.

Later, the first slayer tried to stab Buffy in her house.

Comedy: 8

Nearly everything involved in the production of Death of a Salesman was amusing.

The Cheese Man entered all four dreams.

Spike was dressed in tweed.

Anya learned to steer emphatically.

Giles and Anya started speaking French.

Xander ended up in an Apocalypse Now parody.

Giles sang the exposition to this episode.

Riley and Adam planned to take over the world with intelligent coffeemakers and make a fort out of pillows.

Buffy critiqued the first slayer's hairstyle.

Drama: 8

Willow is concerned that she is putting out a false front to others and that she is really still the same person she was before meeting Buffy. She is afraid of being punished when others find this out.

Xander finds himself being left behind and appeared unable to get away from his basement.

Giles may be regretting not being able to have a normal family.

Buffy is worried about losing her friends.

Romance: 6

I could say that Giles, Buffy, Willow, and Xander all slept together, but that would be very misleading.

The opening scene of Willow's dream was erotic.

Willow seems to think that Xander likes to fantasize about her and Tara together.

Joyce came on to Xander in his dream.

Willow and Tara were making out in Xander's dream, and they invited him to join them, suggesting that Willow was right.

Giles and Olivia appeared to be a couple in his dream.

Character Development: 10

Willow feels safe with Tara. However, she is anxious about being unprepared in front of others and of appearing less than perfect. She believes that the Willow that everyone else sees is false and that others will react strongly when they find out who she really is. Most of all, she fears that she is still the same person she thought she was before she met Buffy.

Xander is lost and does not know where he is going. Everyone close to him has passed him by. All he seems to know is that he does not want be like his family. Every time he tried to leave, he ended up back in his basement. He also has lusty wrong feelings about Joyce and about Willow and Tara.

Giles may regret sacrificing the opportunity to have a more traditional family because of his watcher duties.

Buffy is worried about her friends disappearing on her.

Riley is confident that his heroism in "Primeval" and his knowledge of embarrassing secrets will protect him in any investigation of the Initiative.

Joyce is a little upset that she had not met Riley until now.

Tara appears to see herself as being less beautiful than others see her. See Random Commentary below for more detail.

Importance: 8

This episode probably does more character development than any other episode in the entire show.

There is foreshadowing of events and themes in the fifth season.

This episode set the precedent that powerful spells have consequences.

Episodes like this show what the cast and the crew are capable of doing.

Most Valuable Player: Buffy

Buffy was the one who decided that she was not going to play the first slayer's games and managed to defeat it. The first slayer gets credit for probably scaring the characters into not doing the enjoining spell again.

Sherlock Holmes Award: Giles

Giles figured out who the first slayer was and what it was doing.

Goat of the Week: Nobody

I am not convinced that the first slayer was trying to do anything other than scare the characters, so it did not fail. With so little happening in the waking world, there were no failures.

Random Commentary

Just as this episode referred back to many different episodes in the past, it will also refer to episodes in the future. More accurately, other episodes will refer back to this episode. There are three intentional sets of references to events that will take place in the fifth season. The first set refers to something that will occur at the end of the first episode in season five and will be explained a bit in the second episode and more in the fifth episode. These involve images of sunrise such as the one in the background of Death of a Salesman and the line "be back before Dawn." A second set involves Willow not knowing something about Tara. Finally, references to the nature of slayerhood refer to a theme of the fifth season in general.

I agree with many fans when they say that the costuming department seemed to go out of their way to pick the most unflattering outfits for Amber Benson to wear. Like most, I understand that the costumes fit the character, who probably does not realize that she is attractive. However, it is nice to see Amber Benson in better-looking outfits. I am not that excited about the outfit she wore in Xander's dream because Amber Benson is more of a natural beauty, and the slutty look does not work for her. I did like her outfit in the beginning of Willow's dream and the outfit in the desert in Buffy's dream, although I wonder why we did not get a 360º view of the former. The difference between this episode and the previous ones is that the costumes in the previous episodes represent what Tara would choose for herself. She is shy and insecure and selected clothes she could hide in. In this episode, we see her as Willow, Xander, and Buffy saw her. They apparently see her as being more attractive than she sees herself.

Allegedly, Buffy was going to comment on the made bed to Faith rather than to Tara and that Angel would have served as the voice of the first slayer in the desert. However, Tara had to take both roles when Eliza Dushku and David Boreanaz were not available. Having Faith in the first scene would have made sense since it referred to one of Faith's dreams. However, I do not see Angel as being a good choice for the voice of the slayer. Faith or Kendra would have been better, if we could get over Kendra's really bad accent. I have no problem with Tara in both roles and would have a hard time picturing the desert scene with any voice other than Amber Benson's.

Depending on how it is done, dream analysis can be either a science or a pseudoscience. Unfortunately, the scientific study of dreams requires a large number of dreams from each person. An analysis of a single dream would be meaningless. There are a lot of pseudoscientific analyses of dream that will tell you that dreaming about cheese represents a yearning for motherhood or whatnot, but they are mostly garbage. Symbols in dreams mean whatever they mean to the dreamer regardless of what they mean to anyone else, including authors of books that list symbols in dreams. I will not pull out one of those pop-psychology tomes and analyze the symbols in these dreams.

DVD Extras

Original Script is very good as far as scripts go. However, I cannot imagine anyone wanting to read this script rather than take in the imagery of the episode.

Commentary by Writer, Director Joss Whedon is as interesting as most of his commentaries are even though, or perhaps because, he spent a fair amount of time talking about lenses and framing. There are minor spoilers through the eighth episode of the sixth season and major spoilers through the sixteenth episode of the fifth season. Insights include:

Memorable Dialogue

"Having the inside scoop on the administration's own Bay of Mutated Pigs is definitely an advantage." Riley
"It's like you're blackmailing the government, in a patriotic way." Willow

"Dinner is served, and my very own recipe." Xander
"Ooo, you pushed the button on the microwave that says 'popcorn?'" Willow
"Actually, I pushed defrost, but Joyce was there in a clinch." Xander

"It was nice meeting you, finally… Did you notice how pointedly I said finally?" Joyce
"No." Buffy

"Sometimes I think about two women doing a spell, and then I do a spell by myself." Xander

"All right, everyone, pay attention. In just a few moments, that curtain is gonna open on our very first production. Everyone that Willow's ever met is out in that audience, including all of us. That means we have to be perfect. Stay in character, remember your lines, and energy, energy, energy, especially in the musical numbers. Acting is not about behaving; it's about hiding. The audience wants to find you, strip you naked, and eat you alive, so hide. [Harmony pretends to bite him.] Stop that. Now costumes, sets, the things that you... you know, you hold them, you touch them, use them..." Giles
"Props?" Harmony
"No." Giles
"Props?" Riley
"Yes. It's all about subterfuge. [Harmony is still pretending to bite him.] That's very annoying. Now go out there, lie like dogs, and have a wonderful time. Now, if we can stay in focus, keep our heads, and if Willow can stop stepping on everyone's cues, I know this will be the best production of Death of a Salesman we've ever done." Giles

"I've made a little space for the cheese slices." Cheese Man

"This drama class is just... I think they're really not doing things in the proper way, and now I'm in a play, and my whole family's out there, and why is there a cowboy in Death of a Salesman anyway?" Willow

"Why have you come to our lonely, small town, which has no post office and very few exports?" Harmony
"I've come lookin' for a man, a sales man." Riley

"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 ya passin' around the same worn-out urge. Men, with your sales." Buffy

"I never do anything. I'm very seldom naughty." Willow

"I'm beginning to understand this now. It's all about the journey, isn't it?" Giles

"Come on, put your back into it. A watcher scoffs at gravity." Giles

"These will not protect you." Cheese Man

"I walked by your guidance counselor's office one time. A bunch of you were sitting there waiting to be shepherded. I remember it smelled like dead flowers, like decay. Then, it hit me. The hope of our nation's future is a bunch of mulch." Principal Snyder
"You know, I never got the chance to tell you how glad I was you were eaten by a snake." Xander
"Where are you heading?" Principal Snyder
"Well, I'm supposed to meet Tara and Willow and possible Buffy's mom." Xander

"Are you a soldier?" Principal Snyder
"I'm a comfortador." Xander
"You're neither. You're a whipping boy, raised by mongrels and set on a sacrificial stone." Principal Snyder

"That's not the way out." Xander

"It appears she's never heard the fable about patience." Giles
"Which one is that?" Olivia
"The one with the fox and the less patient fox." Giles

"I wear the cheese. It does not wear me." Cheese Man

"Got the sucking chest wound swingin'. I promised Anya I'd be there for her big night. Now I'll probably be pushing up daisies in the sense of being in the ground underneath them and fertilizing the soil with my decomposition." Xander

"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,
And Xander, help Willow,
And try not to bleed on my couch.
I just had it steam cleaned." Giles

"You think you know what's to come, what you are. You haven't even begun." Tara

"Be back before Dawn." Tara

"How did the debriefing go?" Buffy
"I told you not to worry about that. It went great. They made me Surgeon General." Riley
"Why didn't you come and tell me? We could have celebrated." Buffy
"Oh, we're drawing up a plan for world domination. Key element: coffeemakers that think." Riley

"This could be trouble." Adam
"We'd better make a fort." Riley
"I'll get some pillows." Adam

"I have no speech, no name. I live in the action of death, the blood cry, penetrating wound. I am destruction, absolute, alone." Tara

"The slayer does not walk in this world." Tara
"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." Buffy
"No friends, just the kill. We are alone." First Slayer

"Are you quite finished? It's over, OK? I'm going to ignore you, and you're going to go away. You're really going to 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?' 'Cause..." Buffy

"The first slayer, wow." Willow
"Not big with the socialization." Xander
"Or the floss." Willow
"Somehow, our joining with Buffy and invoking the essence of the Slayer's power was an affront to the source of that power." Giles
"You know, you could have brought that up to us before we did it." Buffy
"I did. I said there could be dire consequences." Giles
"Yes, but you also say that about chewing too fast." Buffy

"At least you all didn't dream about that guy with the cheese. I don't know where they hell that came from." Buffy

Characters in Peril

It is not clear whether the characters were ever really in peril. I do not know if the first slayer could have killed them even if she wanted to, and I suspect that she was only trying to scare them.


Although I am sure that Buffy would like credit for having "staked" the vampire in Giles's dream, she is not going to get it.

Departed Characters Remembered

Police and Guns

Strictly the Caucasian Persuasion

Giles Unconscious

Unusual Pairings

Spoiler Questions

Highlight the space after each question to find the answer. It is strongly recommended that you do not do so if you have not seen episodes through the episode indicated.

This page was last modified on November 26, 2012