Buffy the Vampire Slayer
Season 7, Episode 2
702 BeneathYou
Air date October 1, 2002
Written by Douglas Petrie
Directed by Nick Marck
Episode Guide
"Same Time, Same Place"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Alyson Hannigan Willow
Special Guest Starring
Anthony Stewart Head Giles
Guest Starring
Kaarina Aufranc Nancy
D. B. Woodside Principal Wood
Co Starring
Tess Hall Punk Girl
Benita Krista Nall Young Woman
Jack Sundmacher Ronnie
"Beneath You" is the second episode of the seventh season of Buffy the Vampire Slayer, and is the hundred twenty-fourth episode altogether. It was written by Douglas Petrie and directed by Nick Marck. It originally broadcast on October 1, 2002.

The Scoobies find that Anya has cursed the ex-boyfriend of a woman who wished he was a worm. Buffy learns that Spike has gotten his soul back.


702 BeneathYou1

"From beneath you, it devours."

In Frankfurt, Germany, a young, terrified-looking girl races frantically down the deserted corridors above a bustling nightclub. She is pursued by hooded figures who look suspiciously like the robed men from Istanbul in the previous episode. She dashes through an exterior door, proceeding to scale down the building. She is unable to escape and is stabbed by one of the figures. She cries out in pain as her life slowly slips away. The assassins re-sheath their daggers and depart. She appears to be dead, but opens vacant, deadened eyes and says in a deep, inhuman voice "From beneath you, it devours."

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Giles: The taxi's here. ... And in keeping with a quaint old British tradition, you would now be expected to get into it.

Dawn awakens Buffy from a nightmare in which she witnessed the German girl's murder and Buffy questions the meaning of her dream. Elsewhere in Sunnydale, something large tears through the ground. Spike sneaks around in the Sunnydale High school basement in which he has taken up residence, seemingly headed for a rat while he talks to himself. Everything around him begins to shake and he falls to the ground, screaming. Xander drives Buffy and Dawn to school and they talk about high school and Xander's relationship problems.

Principal Wood introduces Buffy to her new job and shows her the cubicle where she'll be working. Buffy 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 this unusual 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 (which unnerves him somewhat).

While 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 uncomfortable around him in the wake of his attempted rape ("Seeing Red") and he doesn't bother apologizing for what he did, just admits to changing.

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Sluggoth demon.

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 abusive ex-boyfriend and Xander quickly concludes that she made a wish to a Vengeance demon.

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Bad timing.

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 that 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 trying to rape her. The fight sends Nancy on the run alone, but her wormy ex-boyfriend is hot 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 certain death and before Buffy can begin to battle with Ronnie the Sluggoth Demon, Spike intervenes.

After a few hits with a metal pole, he goes to stab the worm only to have it turn back into Ronnie's human form an instant before Spike makes contact, causing him to stab Ronnie in the shoulder and setting off the chip, making them both scream in pain. This causes Spike to freak out and act crazy again while Buffy calls the paramedics to help Ronnie. Anya and Xander arrive on the scene and Anya knows she will pay a steep price for reversing the spell.


Buffy learns that Spike has a soul

Buffy chases 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 mean, heartless, badass self but now with a soul, he cannot anymore. He concludes that she's there to use him like she did before, but Buffy is quick to correct him. He unbuckles his belt telling her that it's time to service her. She chokes him and she then 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. When he mutters almost incoherently that Angel should have warned him about "the spark" burning inside him, Buffy realizes that he got his soul back and is completely shocked by the revelation. Spike continues to speak of all the voices that are in his head, all his victims that he had tortured and killed in the past telling him to go to hell.. Buffy, still shocked, asks him why. Spike explains that he did what he could to be the man Buffy deserves. In tears, Spike asks for forgiveness for the horrible things he did, hoping to be loved. Spike turns to a large cross at the front of the church and drapes himself onto it, letting it burn him. Tears flow down Buffy's cheeks as she looks on.


  • The phrase "From beneath you, it devours" is heard for the first time. It will recur throughout Season 7.
  • Buffy dreams about the Potential being killed and mentions that there are more like her out there. This is the first hint anyone in Sunnydale has about the larger mission of the First against the Potentials.
  • Anya's friction with the rest of the demon world is made known to the rest of the group.
  • Buffy discovers that Spike has been re-ensouled.
  • Principal Wood metaphorically warns Buffy about the students "eating her alive," to which Buffy responds, "You heard about Principal Flutie, right?" Principal Flutie was eaten by students possessed by hyena spirits in Season One's "The Pack".
  • This episode parallels Season One's "Angel." In this one, after Buffy finds out Spike has a soul, he drapes his body on a cross and it burns him. In "Angel," after Buffy finds out that he is a vampire with a soul, they kiss and we see the cross Angel gave her searing his chest. Angel says the line "I wanted to kill you," and in this one, Spike says "I dreamed of killing you."
  • 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, while watching Xander, Anya and Willow dance below.
  • The episode title is reminiscent of Buffy's words to Spike in "Fool for Love" when she tells him, "It wouldn't be you, Spike. It would never be you. You're beneath me."
  • The closing image of Spike burning on the cross may be a foreshadowing of Spike sacrificing himself to destroy the Hellmouth in the Season Seven's finale "Chosen."
  • The small number of Scooby Gang members is addressed when Dawn suggests to Buffy and Xander that they "round up the gang", only to be told that the three of them are the gang.

Body Count

  • The German Potential Slayer, stabbed by a Harbinger of Death
  • Rocky the dog, eaten by Ronnie (transformed in a Sluggoth Demon)



  • Sunnydale, CA
  • Frankfurt, Germany
  • Westbury, England

Behind the Scenes


  • The German voice in the techno music means: "Von der Tiefe verschlingt es." That is a rough translation of the phrase: "From the depth it devours." The exact translation would be: Aus der Tiefe verschlingt es."

Deleted Scenes

  • Xander's line was cut due to length:
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."
  • Spike's poetry was also cut:
Spike: "William the bloody awful poet
Skipping down the lane
Good boy, bad boy,
All the sodding same."

Pop Culture References

  • Anya turns Nancy's boyfriend Ronnie (as in Nancy and Ronald Reagan) into a Sluggoth Demon (as in "Nancy and Sluggo").
  • The punk girl who is killed by the robed men, running through a German city with her pink hair, is an homage to Franka Potente's character in the 1998 film Run Lola Run.
  • Buffy to Principal Wood: "[A bastinado is] a wooden rod used to slap the soles of the feet in Turkish prisons, but if made with the correct wood, makes an awesome billy club." Buffy pretty much explained what a bastinada is; their use is not limited to Turkey however, but is common across the East to this day. A billy club is basically a club, often a police officer's club.
  • Anya (to Nancy): "I didn't think you were gonna go all narc on me."
    Narc is technically short for a narcotics officer, though common usage has made it refer to any informer, because of the tendency for narcotics officers to work undercover. Note: The American term "narc" has its own origin (as noted here), separate from the similar British term "nark."
  • Xander (to Anya): "People's lives are in danger, and you give it up for the Yorkie?"
    Yorkshire Terriers are a small breed of dog (about 6 inches tall), which were bred to hunt rats and badgers, their small size helping them penetrate the lairs of such creatures. They are perhaps best known for their long coats.
  • Spike (about the worm demon): "It's a very large, very nasty, natural predator who died around the crusades."
    The crusades were expeditions undertaken by the Christian nations of Europe to annex the holy places of the Middle East (e.g. Jerusalem) from Muslim rule. Crusading knights usually wore tunics with a large crucifix emblem on the front. Traditionally the crusades are considered to have lasted between 1095 to 1270; in actuality, however, they continued on for several centuries beyond this. The term crusade is now often used to describe almost any war waged primarily or solely for the sake of religion.
  • Spike: "Little touchy-feely and you're off to the batpoles?"
    A reference to Batman — in many comics and the 60s TV show, Batman and Robin slide down poles, similar to the poles in fire stations, to get to the bat cave. The discovery of some danger would often prompt a cry of, "To the batpoles!"

Goofs, Bloopers & Continuity Errors

  • After Buffy and Spike fight in The Bronze, the blood on Spike's lips vanishes without him wiping/licking it off.

International titles

  • German: Das Monster aus der Tiefe (The Monster from Beneath)
  • French: Démons intérieurs (Interior demons)



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."
Giles - "You may not be wanted, but you will be needed."
Willow - "That all you've got?"
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