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"Restless" is the season finale of the fourth season of Buffy the Vampire Slayer television show, and the seventy-eighth episode altogether. Written and directed by Joss Whedon, it originally broadcast on May 23, 2000 on The WB network.


THE CHEESE STANDS ALONE IN A SEASON FINALE WRITTEN AND DIRECTED BY JOSS WHEDON — A primal animal force stalks Buffy, Willow, Xander and Giles in their nightmares as they each come face to face with their worst fears.[1]


Falling asleep[]

Buffy, Xander, Willow, and Giles meet at Buffy's to relax with videos after their victory over Adam. Meanwhile, Riley has to leave for a debriefing and expects to be granted an honorable discharge, due to many people testifying that Riley is why they're alive — as well as the Government's desire to keep him silent about the Initiative —, and he goes to meet with his superiors. After he leaves, everyone settles down to watch Apocalypse Now. Joyce comments that after everything that's happened she'd expect them to be exhausted, but the gang claim they're feeling pretty wired due to the enjoining spell they had cast. Joyce leaves them to it, and the Scoobies sit down for an evening of movies, only to fall asleep before they even get through the FBI warning. Each begins to dream…

Willow's dream[]

Willow's dream begins with her painting a poem in Greek on Tara's naked back. She comments she feels a lot of anxiety about her identity and a secret she has. Tara tells Willow: "They will find out, you know. About you." She then asks if Willow will be done with her homework in time for class. Willow says that she doesn't want to leave, when Tara says: "but you've never taken drama before… you might miss something important."

While walking through the college hallway, Willow is joined by Xander and Oz who discuss the fact she and Tara like to do spells together now. Willow then shows up for her drama class and is faced with the opening performance of the class' production of Death of a Salesman directed by Giles, and also starring Buffy, Harmony, and Riley as a cowboy. Off-stage, a man announces to her he's found a place for the cheese slices, which he displays on a table. As Giles warns that everyone Willow has ever met is in the audience, she realizes with increasing uneasiness that she knows neither her lines nor her role.

While the play begins, Buffy shows up in her normal clothing and saves Willow from unseen attackers wielding knives, stabbing at Willow through the stage's side curtains. She then takes Willow into a different classroom, and Buffy insists that Willow is wearing a costume. Despite her denies, Willow's clothing is pulled off by Buffy, and she is revealed wearing the same dress she wore as a high school sophomore. Oz whispers to Tara: "I tried to warn you" and the two start to flirt with each other. Xander mocks her as she nervously begins her book review of The Lion, the Witch and the Wardrobe, but as she does, a primitive girl attacks her. Willow has the life sucked out of her in front of the class, as does the real Willow in the living room.

Xander's dream[]

Xander wakes on Buffy's couch to find a bizarrely altered version of Apocalypse Now playing on the television. After excusing himself to use the bathroom, he finds himself the object of an attempted seduction by Joyce. He goes to the bathroom but discovers a big space behind him filled with scientist types who are watching him. He leaves to "find another bathroom." He then meets Buffy, Giles, and Spike in a playground, where Buffy plays in the sandbox while Giles and Spike, both wearing identical tweed suits, enjoy the swings. Giles tells Xander that Spike is like a son to him and is being trained as a Watcher. Xander warns Buffy about playing there, but she says she's okay because "they're not coming for me yet," and calls him "big brother."

Abruptly, Xander is working in an ice-cream truck with Anya, and she asks him if he knows where he's going. She says she's thinking of getting back into vengeance. While they're talking, Willow and Tara, dressed in unusually revealing clothes and glossy make-up, make out with each other in the rear of the van and suggest he joins them. Accepting, Xander walks back but ends up in his basement, alone. A growling beast of some kind tries to get in the door at the top of the stairs. Fleeing, Xander sees the Cheese Man, who notes the cheese on his plate "will not protect you."

Suddenly back at UC Sunnydale, Giles starts to tell Xander what is going on, emphasizing that he must listen carefully because [his] "life may depend upon what I'm about to tell you," but then Giles starts speaking French. Anya arrives but is also speaking French. They, and a group of others, grab Xander and carry him away into a reenactment of the Apocalypse Now scene. Snyder tells Xander that "your time is running out," and he answer he is just trying to get away from something he can't fight. Xander says that he's a "comfortadore," as he had told Joyce. Snyder tells him he's neither a soldier nor a comfortadore, but rather a "whipping boy." Xander makes a point to tell Snyder how happy he is that the latter was eaten by a snake.

Xander then tries to flee from the Primitive and finds himself first at Giles' apartment, then at Buffy's dorm, and finally back in his basement room, where the monster at the top of the stairs turns out to be his own father, who berates and belittles him. Then Xander has his heart torn out by the Primitive in the guise of his father.

Giles' dream[]

Giles starts out at a fairground in Restfield Cemetery with his girlfriend Olivia, who is pregnant and pushing a baby stroller, and Buffy acting as if she were a young child. Buffy throws a ball, "staking" a vampire figure in a carnival game and is rewarded with cotton candy. As Giles comments that she will get it all over her face, Buffy turns and her face is now covered in mud. Quicker than the others to understand that something is wrong, Giles confronts Spike, who is posing for a photo shoot in his crypt, while Olivia sobs. Spike has hired himself out as a carnival sideshow, while the Cheese Man is nearby wearing the slices.

After lamenting that Buffy should have killed the vampire, Giles walks from the mausoleum to the Bronze, where he meets Anya getting applause and laughs as a stand-up comedian and Xander (with a bloody chest wound) and Willow, who warn him of their attacker. They are busy researching in old books, and they ask Giles to help them, impressing upon him the importance of getting the right answer or "we don't stand a chance." Giles breaks out into song, as he has realized that "the spell we cast with Buffy must have released some primal evil," and gives Willow and Xander orders on how to deal with what hunts them, but when the sound system breaks down, he crawls backstage, following a cable. On the end of the tangle of wires, Giles finds a classic watch. He begins to realize who his pursuer is, as the girl jumps on top of him. Giles tells her that he can defeat her with his intellect, but she'd never understand as she "never had a Watcher." The girl then scalps him.

Buffy's dream[]

Buffy is awakened by Anya in Buffy and Willow's dorm room, only to switch to her own room at home where she talks to Tara. She wonders where her friends are, since they were supposed to come over to watch movies. The Primitive roars in Buffy's face, and she suddenly finds herself at home in her own bed. She gets out and looks at the sheets, saying that she and Faith had made the bed. Tara tells her she's lost them. Tara notes that a clock reading "7:30" is wrong and tries to give Buffy the tarot card that represents her — Manos — but Buffy says she's "never going to use those." Buffy leaves to look for the others, and Tara tells her to "be back before dawn."

In the UC Sunnydale hallway, Buffy talks to her mother, who lives in the walls, then meets Riley at the Initiative. He has been promoted to Surgeon General and is drawing up plans with the human Adam for world domination, starting by giving things names. Buffy asks Adam what his real name was before, but the human tells her that not a man among them can remember. The three of them are interrupted by a demon attack, and Riley and Adam leave to create a pillow fort for protection. When Buffy finds her weapons bag, the only thing in it is mud, which she smears on her face. Riley interrupts her and says: "I thought you were looking for your friends. OK, killer, if that's the way you want it, then I guess you're on your own." He leaves.

Buffy starts walking, and ends up in the desert, where (as the Cheese Man waves slices at her) she finally confronts the primitive girl, who speaks through Tara and announces her identity as the very First Slayer. The First Slayer tells Buffy that she cannot have friends and must work alone. Buffy finds a tarot deck in her hands, but instead of the usual pictures, the top card is a video of all of her friends as they must look now in her living room. Buffy looks at it and says, "I'm not alone." Buffy asserts that she lives in the world and decides her own actions, and she demands a full life. The First Slayer says "No friends. Just kill! We are alone!" Buffy replies, "That's it! I'm waking up!" The Slayers fight in the desert and then Buffy wakes up in her living room next to her dying friends. There, the First Slayer attacks her again and repeatedly stabs her with a knife, until Buffy realizes that she can stop the fight mentally if she just rejects the First Slayer and forbids her any power, telling her decisively "You're not the source of me." The First Slayer vanishes and everybody wakes up.

Waking up[]

Everyone discusses their experience, and Giles tells everyone that joining their essence with the Slayer's was what caused the First Slayer to attack, believing it to be an affront to that power. As Xander feels awkward around Joyce, Buffy leaves to have a shower, feeling strange about her interaction with the First Slayer. As she passes her bedroom, Buffy hears Tara's voice in her head warning her she has no idea who she really is or what is coming.


  • Joyce and Riley finally meet for the first time.
  • This episode marks the first appearance of Sineya, the first Slayer.
  • The Scooby Gang's dreams are shown in the same order that they took part in the spell in "Primeval." Each is killed by the First Slayer in a manner reflecting their contribution to the enjoining spell: Willow as spirit (her life force drained), Xander as heart (the organ taken), Giles as mind (a cut on the head), and Buffy as hand (fought, but not defeated).
  • Tara telling Willow in her dream "You don't know everything about me." is a hint to the family secret that will be revealed in "Family," which she already hid from her during a spell in "Goodbye Iowa."
  • Willow tells Tara that she has "others' homework to do." It's a reference to "Doppelgängland," where she was supposed to help Percy West with his homework and uttered the very same sentence.
  • Willow taking a drama class was established in "The Yoko Factor." Her stage fright was previously explored in the season one episodes "The Puppet Show" and "Nightmares." The staging of the play here also echoes elements from the talent show in "The Puppet Show," most notably Giles as the director giving a speech to rally the performers.
  • In Willow's dream, after finding out she is in a play, she says: "I hope it isn't Madame Butterfly, I have a problem with opera," in reference to the events from "Nightmares."
  • During Willow's dream, Buffy rips off her "costume" and she is wearing the same dress she wore in the pilot episode "Welcome to the Hellmouth."
  • The final appearance of Snyder in the series. He quotes Apocalypse Now as he did before in "Gingerbread," and Xander finally tells him what he thinks of him, as he promised to do in "Halloween."
  • In Xander's dream, Buffy refers to him as "big brother," a term that distinctively surprises him, recognizing the absence of romantic feelings towards him, as she turned him down in "Prophecy Girl." Notably, Buffy and Anya are the only women he does not sexualize during the dream.
  • The suit Spike is wearing in Xander's dream is worn by him again in "Tabula Rasa." Giles remarks during the dream that "Spike is like a son to him"; in "Tabula Rasa," Spike and Giles assume they are father and son. This part of the dream also makes reference to a shark on land, which foreshadows the loan shark demon from the episode.
  • Xander dreams of his most recent job as an ice cream man ("Where the Wild Things Are").
  • In Xander's dream, Anya says she's thinking of getting back into vengeance; after their failed wedding in "Hell's Bells," she'll accept becoming a vengeance demon again.
  • Xander dreams of all paths leading back to his parent's basement; he'll finally move out to his own place in "The Replacement."
  • Giles dreams of hypnotizing Buffy with a watch; in addition to following "watcher" traditions (as Buffy calls "old fashion") at the time, he did hypnotize Buffy for her Tento di Cruciamentum, in "Helpless."
  • The sideshow vampire is "Drac"; the actual Dracula appears in the following episode ("Buffy vs. Dracula").
  • In Buffy's dream, she mentions how she and Faith had just made the bed, a reference to their shared dream in "This Year's Girl." Tara asks, "For who?" Buffy: "I thought you were here to tell me?" She looks at the clock made by Sony, which has the "o" and "y" blacked out, the time is 7:30 AM. So the clock reads from top to bottom, S_N AM, the morning sun is called the dawn. This is immediately repeated when Tara hands her the Manus card from the previous episode upside-down, so it reads from left to right "SUNAM" or SUN AM.
  • Buffy mentions how late it is, after looking at the clock in the room (which says 7:30). Tara replies "Oh, that clock's completely wrong." This is a foreshadowing of her death in "The Gift," and a reminder of Buffy's dream in the season 3 finale, where Faith says "counting down from 7-3-0" (as it was approximately 730 days later that Buffy would die). Tara saying that the clock is wrong means that she no longer has 730 days.
  • Dream Riley's use of the term killer in reference to Buffy hearkens back to "Bad Girls," in which Buffy tells Faith that "being a Slayer is not the same as being a killer." This motif was used again in "This Year's Girl" when Faith in Buffy's body says "I am not a killer! I am the Slayer!" In "The Gift," she'll initially conclude that "a Slayer really is just a killer after all," until she'll finally figure out how death is her gift.
  • When "Adam" tells Buffy that the two of them come by aggression differently than humans, she exclaims "we're not demons," presumably referring to herself and her fellow Slayers, to which "Adam" responds with "is that a fact?" In the episode "Get It Done," Buffy will discover that the First Slayer was created with the essence of a demon, as well as the Slayer line.
  • Buffy discovers Sineya in a desert without speech, name, or humanity, an isolation the First Slayer experienced from a tribe in "Prologue." Buffy chooses her friends and will reject being put in the same position in "Get It Done," as her fear of isolation was externalized in "Fear, Itself."
  • In Buffy's dream, Tara tells Buffy: "You think you know… what's to come… what you are. You haven't even begun." Dracula would later mention a very similar line to Buffy in "Buffy vs. Dracula," and Aluwyn to Willow in Wolves at the Gate, Part Four.
  • The desert in which Buffy confronts the First Slayer will turn out to be a real location, where Buffy will undergo the Vision Quest in "Intervention."
  • Tara says to Buffy to "be back before dawn," a final foreshadowing of the arrival of Dawn Summers, who makes her appearance in the following episode. In Willow's dream, she and Tara discuss naming "her," followed by Willow opening the curtain to reveal the dawn. The episode ends with Buffy looking puzzled at her bedroom, where Dawn will first appear ("Buffy vs. Dracula").



Organizations and titles[]




Rituals and spells[]

Behind the scenes[]


"Restless" promo


  • This is the first of only two episodes to not contain a teaser but instead goes straight into the opening titles after the recap, the other being "Once More, with Feeling."
  • This episode marks Seth Green, Armin Shimerman, and Phina Oruche's final appearances in the show.
  • Some of the bizarre transitions in location, where characters suddenly step from one familiar setting to another, reflect the actual layout of the Buffy studio lot, where the Magic Box, the Bronze, UC Sunnydale lecture hall, Sunnydale High School hallways and other locations are all housed in a large converted warehouse.
  • The translation of the French segment:
Giles: (in French) "… the house where we're all sleeping. All your friends are there having a wonderful time and getting on with their lives. The creature can't hurt you there."
Xander: (in English) "What? Go where? I don't understand."
Giles: (in French) "Oh for God's sake, this is no time for your idiotic games!"
Anya: (in French) "Xander! You have to come with us now! Everybody's waiting for you!"
Giles: (in French) "That's what I've been trying to tell him."
Xander: (in English) "Honey, I don't… I can't hear you…"
Anya: (in French) "It's not important. I'll take you there."
Xander: (in English) "Well, wait. Where are we going?"
  • According to Armin Shimerman, he had never actually seen Marlon Brando's performance in Apocalypse Now and watched it specifically to prepare for this episode.[2]
  • Whedon explains that the line "I wear the cheese. It does not wear me." is him making fun of a line from The Man in the Iron Mask (1998): "I wear the mask, it does not wear me."[3]

Pop culture references[]

  • Riley refers to the events at the Initiative as the "bay of mutated pigs," a reference to the Bay of Pigs Invasion, a failed 1961 invasion of Cuba by the U.S. government.
  • When Xander says he has Apocalypse Now (1979) as one of the movie options for movie night, Willow asks, "Do you have anything a little less Heart of Darkness-y?" "Heart of Darkness" (1899) is the novella on which the film is based.
  • Willow paints the poem "Deathless Aphrodite on Your Lavish Throne," by the archaic Greek poet Sappho known as a symbol of love and desire between women.
  • Willow mentions her problem with the opera Madame Butterfly (1904).
  • In Willow's dream, the class is performing the play Death of a Salesman (1949).
  • Willow begins reading her book review on The Lion, the Witch and the Wardrobe (1950).

Deleted scenes[]

  • A line of Buffy's was cut:[4]
Buffy: "I think they might be in trouble-danger."


  • During Xander's dream, as he moves to the back of the ice-cream truck and begins to crawl the serving window changes from a scene of the street outside to blue screen just before the window is out of view. This error is only visible on the 16:9 Region 2 & 4 DVDs.
  • When Buffy and Sineya roll down the hill fighting, a camper van is visible in the background.


International titles[]

  • Armenian: "Անհանգստություն" (Unrest)
  • Czech: "Neklidní" (Restless)
  • Finnish: "Levottomat" (Restless)
  • French: "Cauchemar" (Nightmare)
  • German: "Jedem seinen Alptraum" (To Each His Nightmare)
  • Hungarian: "Álmatlanság" (Insomnia)
  • Italian: "Sonni agitati" (Restless sleep)
  • Japanese: "静まることなく・・・" (Without Calming…)
  • Polish: "Bez spokoju" (Without Peace)
  • Portuguese (Brazil): "Inquietação" (Unrest)
  • Romanian: "Neliniștit" (Restless)
  • Russian: "Беспокойство" (Unrest)
  • Spain (Latin America): "Sin descanso" (Restless)
  • Spanish (Spain): "Inquietud" (Unrest)



  • The desert in Buffy's dream is the same desert that appears in the episode War Stories of Firefly, also created by Joss Whedon.
  • This is not the first time Armin Shimerman has done an impersonation of Marlon Brando (as Colonel Kurtz). He had previously imitated Brando as Don Vito Corleone in the Star Trek: Deep Space Nine episode "The Nagus."
  • Anya is the only character other than the Cheese Man and the First Slayer to appear in all four dreams; Tara appears in three dreams — Willow's, Xander's, and Buffy's; several other characters only appear in two dreams: Joyce appears in Buffy and Xander's; Riley appears only in the women's dreams and Spike in the men's. While Xander, Willow and Giles dreams all contain the other three dreamers, Buffy's dream contains none of them (other than a quick shot of the four in the living room still sleeping).
  • In the video game RuneScape (2006), Uri says: "I wear the cheese; it does not wear me," quoting the Cheese Man in this episode.
  • Joss Whedon named this as one of his ten favorite episodes for a USA Today interview in May 2003: "Most people sort of shake their heads at it. It was different, but not pointless."[5]


Promotional stills[]

Behind the scenes[]



Giles: (singing) "It's strange, it's not like anything we've faced before / It seems familiar somehow / Of course / 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've just had it steam-cleaned. No wait..."
Riley: "We're drawing up a plan for world domination. The key element? Coffeemakers that think."
Buffy: "World domination? Is that a good?"
Riley: "Baby, we're the government. It's what we do."
Adam: "She's uncomfortable with certain concepts. It's understandable. Aggression is a natural human tendency. Though you and me come by it another way."
Buffy: "We're not demons."
Adam: "Is that a fact?"
Tara: (speaking for Sineya) "The Slayer does not walk in this world."
Buffy: "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."
Tara: "You think you know what's to come, what you are. You haven't even begun."
Giles: "Somehow our joining with Buffy and invoking the essence of the Slayer's power was an affront to the source of that power."
Buffy: "You know you could have brought that up to us before we did it."
Giles: "I did. I said there could be dire consequences."
Buffy: "Yes, but you say that about chewing too fast."


  1. "The Mortuary". Buffy The Vampire Slayer. Archived from the original on June 9, 2001.
  2. Edward Gross, Mark A. Altman. Slayers & Vampires. Tor Books, September 2017.
  3. Joss Whedon, June 10, 2003. The Complete Fourth Season on DVD: DVD commentaries for the episode "Restless". [DVD]. 20th Century Studios.
  4. "Restless - Complete Script". BuffyWorld. Archived from the original on August 14, 2018.
  5. "Whedon's top ten". BBC, May 6, 2003.