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"Beneath You" is the second episode of the seventh season of Buffy the Vampire Slayer and the 124th in the series. Written by Douglas Petrie and directed by Nick Marck, it was originally broadcast on October 1, 2002, on the UPN network.


FROM BENEATH YOU, IT DEVOURS — There's a giant worm on the loose in Sunnydale, and Spike's back to help (or maybe it's to hinder). Willow prepares to head home from England, though reluctantly. Buffy starts her new job at Sunnydale High, Xander is having trouble getting back onto the dating scene, and Anya's back to her old vengeance game.[1]


In Frankfurt, Germany, a girl races down the deserted corridors above a nightclub, pursued by hooded figures. She dashes through an exterior door, proceeding to scale down the building. Unable to escape, she is stabbed by one of the figures. She cries out in pain and the assassins depart. Dead, the girl rolls to the side and says in a deep voice: "From beneath you, it devours."

Dawn awakens Buffy from the nightmare and Buffy questions the meaning of her dream. Elsewhere in Sunnydale, something large tears through the ground. Spike sneaks around in the basement of Sunnydale High, seemingly headed for a rat while he talks to himself. Everything around him begins to shake and he falls to the ground, screaming.

In the next morning, Xander drives Buffy and Dawn to school and they talk about high school and Xander's relationship problems. At Sunnydale High, Principal Wood introduces Buffy to her new job and shows her the cubicle where she'll be working. She sneaks down to the basement in search of Spike but doesn't find him.

In England, Willow struggles with the need to return to Sunnydale where she'll be forced to face her friends and the trouble she caused. A taxi awaits her as Giles listens to her verbalize her fears and he convinces her that even if her friends don't want her back, her presence on the Hellmouth will be important. Back in Sunnydale, a woman walks her small dog along the sidewalk, but while her back is turned, something sucks the dog through the pavement and into the ground. She runs away and right into Xander, who takes her to the safety of Buffy's house.

The remaining Scooby Gang console the woman, Nancy, and promise to deal with the creature. Much to everyone's surprise, a cleaned up version of Spike joins them in the living room and offers his assistance in the battle. Spike wants to talk with Buffy, but Dawn and Xander are not happy to see him or with the fact that Buffy didn't inform them that she saw Spike earlier. Buffy goes to talk with Spike privately and he offers to help deal with this underground monster. Buffy eventually agrees to let him help, then explains the game plan to the rest of the group. As Spike leaves with Buffy for patrol, Dawn leaves him with a parting threat that if he ever again harms or touches Buffy, Dawn will set him on fire while he sleeps.

Outside, Buffy and Spike examining the scene where the dog was eaten. Spike explains that the manifest spirits from the school were the cause of his craziness. Buffy is noticeably uncomfortable around him in the wake of his attempted rape, so he says that he won't bother apologizing for what he did, just admits to changing. Meanwhile, Xander takes Nancy home and she asks if they can go out sometime. The ground rumbles and a giant worm chases them down a hallway and emerges from the ground with a roar. Once the giant worm goes away and the two are safe, Nancy starts to talk about her ex-boyfriend and Xander quickly concludes that she made a wish to a vengeance demon.

Buffy and the gang confront Anya at the Bronze and get her to admit to making Nancy's ex-boyfriend Ronnie into a Sluggoth demon. Anya realizes Spike has a soul, but Spike tries to stop her from spilling the news to the rest of the group. He starts to attack Anya and she turns on him, with her vengeance demon powers of strength. Buffy steps in and beats up on Spike while he instead hits her back with a verbal assault taunting her about their past sexual relationship. The fight sends Nancy on the run alone, but her wormy ex-boyfriend is on her trail. Meanwhile, Xander tries to convince Anya to reverse the curse on Ronnie, but it's not something she can do easily.

Buffy arrives in time to rescue Nancy from the demon, but Spike intervenes, hitting it with a metal pole. He goes to stab the worm only to have it turn back into human form an instant before Spike makes contact. The chip activates as he stabs Ronnie in the shoulder, making them both scream in pain. Spike freaks out and talks crazy again, while Buffy calls the paramedics to help Ronnie. She notices when Spike says that "from beneath you, it devours" before running away. Anya and Xander arrive on the scene and Anya knows she will pay a steep price for reversing the spell.

Buffy goes after Spike and finds him in a church. He's confused and speaks in metaphors of what he really is to Buffy; he tried to act like his usual self, but it was a costume and didn't work. He concludes that she's there to use him like she did before, so he unbuckles his belt telling her that it's time to service her. She attempts to stop him and throws him across the room. He tries to explain what he did to get the missing piece that would allow him to become what she wanted. He mutters that Angel should have warned him about "the spark" burning inside him, and with this Buffy understands he's talking about his soul. Spike continues to speak of all the voices that are in his head telling him to go to hell. Buffy, still shocked, asks him why would he do this. Spike explains that he did what he could to be a kind of man who would never try to hurt her and hopes to be forgiven and loved. Spike turns to a large cross and drapes himself onto it, letting it burn his skin. Buffy is too shocked to speak and begins to cry as she looks at him. Spike asks her if they can rest now.


  • Buffy is hired as a school counselor, invited in the episode "Lessons." She'll begin her work there in "Help" until Principal Wood fires her in "Dirty Girls."
  • Buffy asks Wood if she can issue detention, much as Willow did in the episode "Passion."
  • The phrase "From beneath you, it devours" is heard for the first time. It will recur throughout the season in episodes such as "Conversations with Dead People" and "Storyteller."
  • Buffy dreams about the Potential Slayer being killed and mentions that there are more like her out there. This is the first hint about the larger mission of the First Evil against the Slayer line, to be explained in "Bring on the Night."
  • When Dawn mentions Buffy's and Xander's tendency for relationships with demons, Buffy recalls the time Dawn herself was involved with a vampire in the previous Halloween ("All the Way").
  • Principal Wood metaphorically warns Buffy about the students "eating her alive," to which Buffy responds, "You heard about Principal Flutie, right?" Flutie was eaten by students possessed by hyena spirits in "The Pack."
  • Buffy has flashbacks of Spike's attempted rape in "Seeing Red."
  • Anya's friction with the rest of the demon world is made known to the rest of the group, being a vengeance demon since "Entropy."
  • Anya and Spike mention the one time they had sex, in "Entropy."
  • At the Bronze, Spike asks Buffy if she's "up for another round on the balcony." This calls back to a scene from the episode "Dead Things" in which she and Spike discreetly have sex on the balcony.
  • Spike tells Buffy that she can lock the door behind him with any spell she likes, as she had a revoke invitation ritual performed against him at her home in "Crush."
  • Spike says that Angel should have warned him, in reference to the older vampire's own experience with ensoulment ("Becoming, Part One").
  • Buffy discovers that Spike has been ensouled; he tells her he went after "what she deserved," the same way he referred to his soul when he requested it in "Grave."
  • After Buffy finds out Spike has a soul, he drapes his body on a cross and it burns him. In "Angel," Buffy found out Angel is a vampire with a soul, and her cross necklace seared his chest. Angel said the line, "I wanted to kill you," and Spike says in this episode: "I dreamed of killing you."



Organizations and titles[]





Death count[]

  • The Frankfurt Potential Slayer, stabbed by one of the Harbingers of Death.
  • Rocky, eaten by Ronnie as a Sluggoth demon.

Behind the scenes[]


  • The German voice in the techno music sings: "Von der Tiefe verschlingt es," which is a rough translation of the phrase "From the depth it devours."
  • When questioned about his fondest memory of filming, James Marsters explained that final scene had slight different direction and dialog, but Joss Whedon saw the footage and told him the scene was horrible: "It's not your fault. It was the direction. But it's just so on the nose, and it's just cringe-worthy." Whedon then decided to rewrite and direct it, then they filmed "12 to 20 hours to begin with, which is so much longer than other shows," Marsters said. "Then, after we finished those eight days, and the main unit started a new episode, we were doing pickups and extra shots on B and splinter units throughout the next week, which was not even entirely legal. But to go back and wholesale throw away an entire day's work and begin from scratch in the midst of all that other filming was just a huge, huge thing to do. He was willing to do that."[2]
  • Marsters described the new direction: "He directed me to be less emotional. To be more distant. To be hiding both in the shadows and in my feelings from Buffy rather than try and proclaim them to her. I think that's the way shame works. I think there's a lot of shame in this scene. And I think, in general, we say that writing can be too much on the nose, which is kind of a way of saying it's too direct, it's too literal, it's too obvious — and that can be a very subtle difference. The writing wasn't bad originally, it was just slightly too much on the nose, and it needed to be just a little more opaque and just get that right tone."[2]
  • The scene with the Potential Slayer is reminiscent of the movie Run Lola Run (1998), which features a red-haired German girl running with techno music as soundtrack.
  • Nancy has as ex-boyfriend Ronnie — named as the first lady Nancy and president Ronald Reagan — and he is turned into a Sluggoth demon — as in Nancy and Sluggo from the Nancy comic strip.
  • The Sluggoth demon is similar to the sandworms from the Dune universe, as well as the graboids from the Tremors franchise.


  • "Beneath You" had an audience of 3.1 million households upon its original airing.[3]

Deleted scenes[]

  • Xander's line was cut:[4]
    Xander: "I forgot high school's unwritten rules of hallway etiquette. Of course, no one ever explained them to me. They'd just stuff me in a locker till I drew my own conclusion."
  • From the original final scene, Spike's poetry was also cut:[4]
    Spike: "William the Bloody awful poet, skipping down the lane... good boy, bad boy, all the sodding same. You like it? Wrote that one myself."
  • Spike's last words in the episode were:[4]
    Spike: "I was the enemy, then I was nothing, and now I'm God's garbage, not even a joke, less than, less than, less than all His creatures combined so tell me, dear Buffy..." (Buffy lets him approach, unmoving, but not letting go of that stake, either. He barely makes it to her — and SLAMS straight down, to his knees. And opens his arms wide.) "How ya like me now?"

Pop culture references[]

  • Spike says that Sluggoth demon is a species who died around the crusades, referring to the religious war's campaign from the period between 1096 and 1271, which had the objective of recovering the Holy Land from Islamic rule.
  • Spike mentions batpoles, the poles from the Batman 60s TV show in which Batman and Robin would slide down to get to the bat cave. The discovery of some danger would often prompt a cry of: "To the batpoles!"


International titles[]

  • Armenian: "Դու արժանի չես ինձ" (You Don't Deserve Me)
  • Czech: "Pod tebou" (Beneath You)
  • Finnish: "Pinnan alta" (Beneath the Surface)
  • French: "Démons intérieurs" (Interior Demons)
  • German: "Das Monster aus der Tiefe" (The Monster from Beneath)
  • Hungarian: "Alatta" (Beneath)
  • Italian: "In profondità" (In Depth)
  • Japanese: "お前の下" (Beneath You)
  • Polish: "W głębi duszy" (In the Depths of the Soul)
  • Portuguese (Brazil): "Abaixo de Você" (Beneath You)
  • Romanian: "Nedemn" (Shameful)
  • Russian: "Ты не заслуживаешь меня" (You Don't Deserve You)
  • Spanish (Latin America): "En tu interior" (Inside You)
  • Spanish (Spain): "Debajo de ti" (Beneath You)
  • Swedish: "Under dig" (Under You)



Promotional stills[]

Behind the scenes[]



Robin: "You open that door and these students will eat you alive."
Buffy: "You heard about Principal Flutie, right?"
Dawn: "Spike? You sleep, right? You vampires. You sleep."
Spike: "Yeah, what's your point, Niblet?"
Dawn: "Well, I couldn't take you in a fight or anything, even with that chip in your head. But you do sleep. If you hurt my sister, at all... touch her... you're gonna wake up on fire."
Dawn: "You guys really need to ease up with the whole dating demons thing."
Buffy: "Uh, hello. I'm sorry, wasn't that you having the smooch-a-thon with teen vampire last Halloween?"
Dawn: "See, this is why I don't want you talking to my friends."
Buffy: "Spike, have you completely lost your mind?"
Spike: "Well, yes. Where've you been all night?"
Spike: "I think they were dreams. So weak. Did you make me weak, thinking of you, holding myself, and spilling useless buckets of salt over your... ending. Angel... he should've warned me. He makes a good show of forgetting, but it's here, in me, all the time. The spark. I wanted to give you what you deserve, and I got it. They put the spark in me and now all it does is burn."
Buffy: "Your soul."
Spike: "Bit worse for lack of use."


  1. "Season 7." Craig's BuffyVERSE 4ever. Retrieved on April 3, 2020‎.
  2. 2.0 2.1 Esther Zuckerman, "Buffy's James Marsters on the hardest day of his professional life." The A.V. Club, March 9, 2017.
  3. "Nielsen Ratings for Buffy's Seventh Season." Nielsen Ratings for Buffy the Vampire Slayer, Angel, & Firefly. Archived from the original on July 19, 2008.
  4. 4.0 4.1 4.2 "Beneath You." BuffyWorld. Archived from the original on November 3, 2017.