Buffy the Vampire Slayer
Season 5, Episode 9
Buffy Summers listening to fear 2
Air date November 28, 2000
Written by Rebecca Rand Kirshner
Directed by David Solomon
Episode Guide
"Into the Woods"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Marc Blucas Riley
Emma Caulfield Anya
Michelle Trachtenberg Dawn
James Marsters Spike
Anthony Stewart Head Giles
Guest Starring
Charlie Weber Ben
Nick Chinlund Major Ellis
Kevin Weisman Dreg
Randy Thompson Dr. Kriegel
Amber Benson Tara
Kristine Sutherland Joyce Summers
Co Starring
Paul Hayes Older Nightwatchman
Keith Allan Skinny Mental Patient
Erin Leigh Price Vampire Chick
April Adams Nurse Lambkin
Barbara C. Adside Creature
Debbie Lee Carrington Creature
Bailey Chase Graham

"Listening to Fear" is the ninth episode of the fifth season of Buffy the Vampire Slayer and is the eighty-seventh episode altogether. It was written by Rebecca Rand Kirshner and directed by David Solomon. It originally broadcast on November 28, 2000.

Ben summons an extraterrestrial Queller demon in order to "remove" the large number of mentally ill people that Glory has created. However, a side effect of Joyce's illness puts her in the Queller's sights.


509 ListeningToFear1

Joyce: Help yourself. There's something about food that moves by itself that gives me the heebie-jeebies.

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 unnecessarily 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.

509 ListeningToFear2

Dawn reacts to being accosted by a mental patient.

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.

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The Queller demon in Joyce's bedroom.

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.

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Joyce: She's not... mine, is she?

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.


  • More instances of someone "outside reality" (read: insane) noting that Dawn is, in reality, not a "true person", coming from no less than Dawn's own mother (whose semblance of sanity has been hit hard due to her brain tumor).
  • It is revealed in this episode that Ben knows about Glory and has some sort of connection to her.
  • Xander's guess about Glory summoning the demon would end up to be partially accurate when it is revealed that Glory and Ben share a body.
  • Joyce learns about Dawn's true self.

Body Count

  • Six mental patients, killed by the Queller demon.
  • The Queller demon, killed by Buffy with a knife
  • Two vampires, dusted by Willow

Behind the Scenes


  • Thomas Wander- original score
  • The music that Buffy plays while doing the dishes can be heard on the album Worlds of Felicity by New Age World as the track "Tahitian Swing."

Goofs, Bloopers & Continuity Errors

  • Willow refers to the Tunguska Blast of 1917. In fact, that event occurred in 1908.
  • When Dawn is talking about the origins of gelatin in one shot she is shown on the left side of the screen and her mouth is not moving. 
  • When the gang is investigating the crash sight, the camera is blurred over Anya's face as she speaks.
  • When the gang leaves Riley in the woods, as he is dialing the Initiative, you can see someone in a long green coat, possibly Anya, standing on the left side of the camera.
  • When Riley is showing the Initiative guys the crash site, as soon as he says "It came out of that." (24:19 minutes in) you can see a crew member/boom operator, standing in all black with black and white sneakers to the left of the camera. They will be standing there for the entire scene.

International titles

  • French: Météorite (Meteorite)
  • German: Alles Böse kommt von oben (All bad things come from above)


Willow - "Oh, I feel just like Santa Claus. Except thinner, and younger, and female, and, well, Jewish."
Buffy - "You got her a book on spells? The girl who can break things by just looking at them, now has a book to teach her to break things by looking at 'em?"
Anya - "Is it hot? Cuz, uh, if there's radiation you could, like, go all sterile."
Riley - "No, it's not hot. It's warm, and broken. And sort of ..."
Giles - "Hollow."
Riley - "Yeah."
Anya - "So, uh, we're all thinking the same thing, right?"
Xander - "Festive piñata? Delicious candy?"
Willow - "Something evil crashed to earth in this and then broke out and slithered away to do badness."
Giles - "In all fairness, I don't think we know about the slithered part."
Anya - "Oh no, I'm sure it frisked about like a fluffy lamb."
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 outer space. I did not say that."
Joyce - "I bet it's not even hooked up to anything. Just like the push-buttons at the cross-walk that are supposed to make the signal change."
Buffy - "I'm sure someone's on- Wait, the push-buttons aren't hooked up to anything?"
Joyce - "I'd rip it in half and stick it in bed with me."