Buffy the Vampire Slayer
Season 4, Episode 22
Air date 23 May 2000
Written by Joss Whedon
Directed by Joss Whedon
Episode Guide
Buffy vs. Dracula


"Restless" is the twenty-second and final episode of the fourth season of Buffy the Vampire Slayer, and is the seventy-eighth episode altogether. It was written and directed by Joss Whedon. It originally broadcast on May 23, 2000.


"Restless" is characterized by bizarre dream settings which illustrate the four main characters' overall themes as well as providing extensive hints about future developments. It follows the Scooby Gang's victory over the villain Adam by magically joining in "Primeval", which has summoned the essence of the First Slayer (who is not happy about how Buffy is handling the job).


Buffy, Xander, Willow, and Giles meet at Buffy's to relax with videos. They fall asleep before they even get through the FBI warning and are confronted by the First Slayer in their dreams. Each of the four Scoobies experiences a vivid dream.

Willow's dream

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Willow's dream begins with her painting a Sapphic love poem in Greek on Tara's back; she is then faced with the opening performance of Death of a Salesman, featuring Riley as the cowboy, as part of a drama class she signed up for. Willow realizes with increasing uneasiness that she knows neither her lines nor her role. Buffy then takes Willow to stand in front of a classroom in the same nerdy clothes she wore as a high school sophomore (see "Welcome to the Hellmouth" and "The Harvest"). Xander mocks her as she nervously begins her book review. Willow has the life sucked out of her by the First Slayer in front of the class.

Xander's dream

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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 restroom, he finds himself the object of an attempted seduction by Joyce. He then meets Buffy, Giles, and Spike in a playground where Giles tells him that Spike is being trained as a Watcher, switches to an ice-cream truck with Anya where Willow and Tara (wearing cheesy make-up suitable to porn-film "lesbians") make a pass at him in the back. Xander comes across Giles, who starts revealing the reason for the dream, but then starts speaking French. A re-enactment of the Apocalypse Now scene with Walter Kurtz turned into a discussion between Xander and Principal Snyder follows. Finally, Xander has his heart torn out by the First Slayer in the guise of his father.

Giles' dream

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Giles: Try not to bleed on my couch I've just had it steam-cleaned.

Giles starts out at a fairground in a family type situation with his girlfriend Olivia, who is pregnant and pushing a baby stroller, and Buffy acting as if she were young child. Buffy throws a ball, "staking" a vampire figure in 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, he confronts Spike, who is posing for a photo-shoot in his crypt. In The Bronze, he meets Anya failing as a stand-up comedian and Xander (with a bloody chest wound) and Willow, who warn him of their attacker. He breaks out into song, giving suggestions on how to deal with what hunts them, but when the sound system breaks down, he crawls backstage. He begins to realise his pursuer is the First Slayer, just in time for her to scalp him.

Buffy's dream

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Buffy is awakened by Anya in Buffy & Willow's dorm room, only to switch to her own room at home where she talks to Tara. 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. 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. Transported to the desert, she finally confronts the First Slayer, who speaks through Tara. The First Slayer tells Buffy that she cannot have friends and must work alone, which Buffy rejects. The Slayers fight in the desert and then in Buffy's living room next to her dying friends until Buffy realizes that she can stop the fight mentally. The First Slayer vanishes and everybody wakes up when Buffy starts talking about hair care.

Special characters and interactions

During the dream phases, the characters are able to communicate with each other to some extent and warn each other. Tara, usually in the background of the group's activities, here acts as sort of a guide in each dream. "I was borrowed," she tells Buffy. When Xander's dream includes potentially-erotic action (dream-Joyce, then dream-Willow and Tara, making passes at him), the characters' mouths don't move to match the dialogue.

One very distinctive character in "Restless" is the Cheese Man, who appears in all four dreams offering slices of cheese together with cryptic statements ("I wear the cheese; the cheese does not wear me.") to the dreamers and then disappearing. Whedon states in the episode commentary that since almost everything else in the episode has some sort of symbolic significance, he wanted to add an element that was completely meaningless and nonsensical. The Cheese Man appears again briefly in the season seven episode "Storyteller".

Writing and acting

"Restless" is one of the most layered episodes of the whole series, with a wealth of self-references, quotes of things past and hints of future occurrences, as well as literary allusions. While this amount of self-referential content is exactly what has led to it becoming a favorite among Buffy fans, it also makes "Restless" hard to understand or appreciate for viewers who are not familiar with the characters' themes and the show's nature.

Compared with the other two dreams, Xander's seems somewhat long and Giles's somewhat short. Giles, however, is quick to understand what the group is facing and has to be dispatched quickly: We cannot be sure that his claim "I can defeat you with my intellect" is not in fact true, but he is 'killed' before he has a chance to try. In comparison, Xander's has more hang-ups to deal with relating to his life and family and has little direct interaction with the First Slayer.

Quotes and trivia

  • Giles: All right everyone, pay attention! In just a few moments, that curtain is going to open on our very first production. Now 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 behaviour, it's about hiding. The audience wants to find you, strip you naked and eat you alive, so hide. [Harmony bites at his neck] Stop that. Now, costumes, sets, the things that you, uh, you know... you hold them, you touch them, use them uh...
Harmony: Props?
Giles: No.
Finn: Props?
Giles: Yes! It's all about subterfuge. [Harmony continues attempting to bite him] That's very annoying. Now, go on out there, lie like dogs and have a wonderful time. If we can stay in focus, keep our heads, and if Willow can stop stepping on everyones cues, I know this will be the best production of 'Death of a Salesman' we've ever done. [Harmony continues attempting to bite him] Stop it. Good luck everyone! Break a leg!
  • Riley: I've come lookin' for a man. A sales man.
Buffy: But 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 you passing around the same worn-out urge. Men! With your... sales.
-- Buffy and Riley deliver lines that are definitely not from Death of a Salesman.
  • Xander: (to Principal Snyder): It's a shame that I never got to tell you how happy I am that you were eaten by a giant snake.
  • Buffy: (to the human Adam) Who were you?
Adam: Before Adam? Not a man among us can remember.
  • Buffy: Willow, tour costume is perfect. No One will know the truth about you.
  • Xander: Sometimes I think about two women doin' a spell... and then I do a spell by myself.
  • Anya: Quiet! You'll miss the humorous conclusion.
  • Giles: A Watcher scoffs at gravity!
  • Spike: I've hired myself out as an attraction.
Giles: Sideshow freak?
Spike: Well, at least it's showbiz.
  • 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.
  • Riley: We're drawing up a plan for world domination. The key element? Coffeemakers that think.
  • Tara: You think you know what's to come, what you are. You haven't even begun.
-- the final lines of the episode and Season, they are repeated almost verbatim in the next episode by Dracula.
  • Spike: Giles here is gonna teach me to be a watcher, says I got the stuff.
Giles: Spike's like a son to me.
-- presages "Tabula Rasa" in which Giles and Spike believe they are father and son after losing their memories. Spike also wears the same suit in the dream sequence that he wears in "Tabula Rasa".
  • In Buffy's dream, Tara says to Buffy "be back before dawn," an obvious reference to Dawn Summers, who appears in Season 5.
  • This is the only episode in Season Four with no 'teaser' before the opening credits.
  • This episode marks the final appearance on the show of Oz, Principal Snyder, and Olivia -- and the first appearance of the First Slayer.
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