Buffy the Vampire Slayer
Story by: Joss Whedon
Teleplay by: David Greenwalt
Directed by: Bruce Seth Green
Blurbing: The nightmare world of a comatose child sends Buffy and friends into a realm where their worst nightmares become reality.
Foreword: I feel like I have to say something to acknowledge today. Obviously this is 09/11. There will be many posts commemorating our loss, horror, outrage and grief caused by the horrible day in 2001, when the United States and the world found out the extremes to which some nutso-cuckoos would go to hurt us for ill-defined reasons (their reasoning seems to change from day to day). I don't want to go into it too much simply because a) this isn't the appropriate post, b) I can't say anything that hasn't been said except to recollect and I'm not interested in adding to the punditry, political speeches and media obsession with showing those evil images over and over and over until you want to tear your eyes out. I saw them. I watched the replays on that day and the days following. I'm done seeing them and it isn't necessary - none of us will ever get that god-damned video footage out of our minds. I don't see the point of replaying it: It isn't necessary to refresh our memories. Those born following the events of that morning are still children and they don't need to see them. And finally, it gives jack off material to the deeply dark souls who would find any pleasure in reliving the trauma inflicted on the Great Devil of the West. Fuck them. This is why I plan on avoiding Memeorandum, CNN.com, and television today.
I just felt like I needed to acknowledge that I am not blind to what today is, what it meant, what we felt and feel when this day approaches (I hate the word 'anniversary' in relation to bad events - I think of that word as describing celebratory milestones, not real life horror we'll never escape). I'm also not blind to the irony of Nightmares being the next Buffy episode to be reviewed this weekend. This was in no way deliberate - I didn't even realize it until last night that of all weekends for BTVS review of this episode to be written up and posted, why did it have to be this one.
I did consider, while lying in bed and trying to go back to sleep for another few hours, not doing the review until Monday. Then I thought about our instructions from the President following the attack, "Do what you normally do." On the face of it a strange thing to say, but also, I think, the best thing we could have done then and can do now. The goal of terrorism is to make people paralyzed with fear.
They failed. America is fucking greatest Democracy (despite our political and social problems) that ever was. In less than 200 years we managed to revolt against taxes without representation, form a new nation with only 13 colonies to start, become the dominant power on the planet and never once lapse into military dictatorship, theocratic domination or a President who refused to carry out a vote and to step down from office after the people have spoken. So, when it looks like America is terminal, I want you to remember what we've accomplished, and what we've survived. I want you to have pride.
And, that is all I'm saying about this day. On with the review:
Scene 01: Our opening takes place in the underground lair of the Master. We see a shadow on a wall and pan over to find out who is casting it. It's Buffy.
She's armed with a stake and looks cautiously around as she climbs down the steps into her foe's inner sanctum. As Buffy walks out of view behind a pillar, we see the Master's hand suddenly shoot into frame. The rest of him quickly follows as he stays hidden from Buffy's sight in front of the same pillar. She continues walking, when she spins around suddenly, her stake held high.
The Master is right behind her!
He hisses at Buffy, and she drops her stake and stares at him in some sort of thrall! She backs away as he advances and when he reaches up his clawed hand to grab her around the throat, she does nothing to stop him, watching with fear filled eyes as his hand closes in on her. Her gaze returns to his eyes watching her, but still she doesn't move to stop him.
Buffy yells 'No, no!' at him as he closes in to bite out her throat - but she doesn't fight back.
Commentary: Need I even tell this group that this is a slight alteration of what Buffy will suffer in Prophecy Girl - I think not. What I will say is how awesome this scene is. It is very suspenseful and full of dread. Needless to say, it also isn't happening yet.
Buffy is lying in bed, having been having a nightmare and/or Slayer-vision. Joyce is shaking Buffy awake for school. As Buffy gets up to go to the closet for clothing, Joyce mentions Buffy's father. He's still planning to pick her up for that weekend, for which she seems more relieved than happy.
Commentary: I get the feeling here that Hank hasn't been in regular contact with his daughter, beginning his rapid slide into being a neglectful ass. Also, I don't like this part of the scene because Joyce seems to be completely puzzled by Buffy's reaction when she wakes up -- like it isn't completely plain Buffy was having a nightmare, what with the tossing, turning, and yelling in her sleep. It doesn't impact the scene itself, but it just feels awkward and stupid of her. The way the script is portraying the scene, she seems like a really dense woman.
Scene 02: Later that morning at Sunnydale High, Willow is asking about Buffy's dad. She admits she doesn't get to see her father very often, as he rarely makes the trip down from L.A.
As the discussion continues about Joyce and Hank's divorce, Willow tells the Slayer that her own parents never even bicker - they just occassionally shoot glares at one another. Buffy tells Willow she doesn't think she was a big help to their marriage, giving us our first clue that Buffy feels at least some guilt for her parent's break-up. This will play into one of Buffy's personal nightmares later. We'll also see Hank and Joyce's problems in a much later flashback, but for now, Buffy tells Willow about how much trouble she was in because of the Slaying - even before she burnt down the gymnasium (which we found out about in "Welcome to the Hellmouth").
Scene 03: In class, waiting for the bell to ring, Cordelia Chase is checking her make-up. A boy named Wendell gets into her light, causing her to complain and Xander to snark at her.
There is some mild humor (really mild) about the lesson on Active Listening and Xander's complete inattentiveness when he participated in a demonstration the day before because the teacher was wearing a tight Angora sweater at the time (and Ed Wood has schooled us already on the power of the Angora).
As the teacher begins review of what they've learned so far, Buffy drops her pencil on the floor (Which she seems to do a lot, actually, right when she needs to - we'll see it again in Becoming at the most opportune moment. Apparently, the PTB act through pencils). As she bends down to pick it up, her gaze falls on a mysterious boy in the hallway looking into the classroom.
We know something is strange because Buffy gets a weird, focused look on her face and the teacher's voice fades out.
Wendall opens his book, only to be startled into a yell by it being full of tarantulas. Everyone flips out and suddenly Wendall has them crawling all over him as he yells for someone to get them off of him.
The boy in the hallway remarks, "Sorry about that"...
Cue Credits and Theme Song
Scene 04: We return in the Master's lair, where alas, he is not as quiet as in Buffy's dream. He is schooling the Annointed One about the power of fear over humanity. As we learned in 'Never Kill a Boy on the First Date", Colin is destined to be a great warrior (Uh, no) and lead Buffy into 'hell' (You could certainly say that, if you're not being literal).
The interesting thing about this scene is the big cross in the Master's lair. We know he was in a church when he was trapped in the Hellmouth during a previous attempt to open the portal. Now, we are shown that although he dreads the cross, he has conquered his fear of it. He walks up to it, and lays his hand upon it. It burns him, but he accepts the pain to prove a point to demon-tyke; Fear can be Overcome.
Commentary: I like Metcalf's delivery, but I find The Master far more menacing when he's not rambling - which he tends to do a lot. I find it a huge blessing that he isn't performing any archaic rituals like in 'Welcome to the Hellmouth' and 'The Harvest', but he still talks too much.
The Master and Colin both sense a new, psychic force in the world above his lair....
Scene 05: Above - Buffy and Joyce arrive at the school (Uhm. I'm going to call this the following day.) where Joyce drops her off. She points out Buffy is awfully quiet and she reports that she hasn't slept well.
Buffy is still obviously worrying that Hank may cancel at the last minute, but Joyce tells her that he'll be there.
Commentary: This is another scene that is nice mostly due to Sarah and Kristine's playing off one another. I like how Joyce tells Buffy that Hank adores her, before adding 'No more than I do, by the way'....
Scene 06: Willow and Xander intercept Buffy after she arrives in the hallway and we find out that Willow is freaked over the spider incident (Okay, definitely the next day, then).
Commentary: I am far more freaked by Xander's choice of ensemble... Criminy. The shirt is bad enough, but there is no excuse for those pants and combining them? If Nicky wasn't so adorable, I'd be begging Buffy to stake him and be done with it. He's making Willow's 'grandma clothes' look stylish.
The gang walk to the library with Xander being utterly unruffled by the spiders appearing in text books. He tells Buffy that they'll find whatever is causing the disturbance, she'll slay it and then they'll party, telling Willow he'd be more afraid if it had been Nazi's crawling on him rather than spiders.
In the library, they call for Giles, as he's nowhere to be seen. He comes out of a little room with book shelves in the back, and reports rather mysteriously that he was lost there for a moment in the stacks. No one puts Giles' apparent ability to get lost in some rather shallow stacks with Wendall's assault by spider, but Buffy does give him a puzzled expression before leaving, so her Slayer brain is working.
Scene 07: The gang question Wendall, who appears to be a bit too angry over the mistake of calling them insects (for those still not in the know, insects have 6 legs - spiders are classed differently as arachnids). Also, we find out that he carries a lot of guilt over ... well, it's a stupid story ... the bottom line is that his brother neglected his collection while he was at camp and they died and now he thinks the entire spider world hates him and he's really emotional about it. The spider invasion hues a bit too closely to his recurring nightmare about them seeking revenge against him (So why didn't they bite the crap out of him in the classroom, then? I have to say, his nightmares of the spider apocalypse are rather mild. I've had worse dreams about Triffids).
Buffy gets to skip out on Wendall's spider-guilt when Cordelia swings by to tell her 4th period is starting and there is a history test Buffy knew nothing about... she rushes off to class, leaving Wendall's non-pathos to Willow and Xander. Xander asks Wendall to clarify that when he says he loves spiders, he means in a platonic manner and I suddenly have some very warped images of him masturbating while tarantula's crawl over his groin -- and now I've shared that image with you -- you're welcome.
Scene 08: In the hallway, Buffy is wandering around sort of lost and Cordelia calls her out on not even knowing where her class is.
Commentary: Cordy claims Buffy has skipped the class nearly everyday, but this is obviously a nightmare in progress, so I don't know how truthful it is. Considering Buffy's academic problems that lead her into some serious problems with Joyce in School Hard, it is possible that Buffy really does skip classes (especially History, where Giles and Joyce are aware Buffy's interest doesn't lie, as seen in Angel) a lot for Slayer business. I thought this was all just nightmare related, until S2, when it casts a new light that there may be fact mixed in with this Buffy-nightmare.
But, anyway, in the classroom, Buffy realizes she doesn't have any of the test answers. Buffy's various traumas include a broken pencil and weird things happening to time. The bell ends ending the period before she can even finish sharpening her pencil to write her name on the test. Completely flummoxed, Buffy notices the same boy from the day before in the hallway looking in at her.
Scene 09: In the hallway, we follow the boy as he wanders the halls, seemingly unnoticed by the bustling high school students around him. He stops to watch two girls talking. One of them decides to sneak down into the boiler room for a cigarette between classes. The boy shakes his head and warns her she shouldn't go in there but since no one is hearing or seeing him, except Buffy....
Commentary: One of the questions that always bugged me just a little bit about this plot is why Billy (the boy) would be wandering around Sunnydale High when he is clearly too young. Why wouldn't he be haunting his own school, or his house or anywhere other than where Buffy is conveniently located. I've come to the conclusion that the emanations of the Hellmouth drew him in.
Back to smoker-girl who wanders into the darkest, dankest, serial-killer-iest boiler room in existence outside of Freddy Krueger's dreamscape. We get first a POV-cam sneaking up on her, followed by shadowed glimpses of someone watching her. The bulky man with a deformed face says, "Lucky 19" and then savage beats her with a clubbed arm.
We cut to a poster saying "Smoking kills" (hung up in a boiler room... where the students would never see it... *rolls eyes*) as we hear the girl scream and the sounds of blows hitting flesh.
Scene 10: Later in the day, Buffy and Giles goes to investigate and question Laura (smoking girl) at the hospital, where she is recovering.
Commentary: I find it interesting that no one ever wonders why Buffy and Giles keep asking questions that you'd think the police would be asking, instead. I also find it darkly amusing that Laura specifically says that she doesn't want to be left alone in her room, but as soon as Buffy and Giles get what she can tell them about her attack, they leave her.... And, also, I do feel a need to point out that considering the sustained beating she took, she sure does look in remarkably good shape... I know, that sounds a bit tacky, but she does. This is definitely not Law & Order: SVU level bruising make-up applied.
Scene 11: In the corridor, Giles and Buffy ask the doctor about Laura's prognosis and find out that she is actually the second victim of a beating recently. The first is a boy in a coma... he's turned away from Buffy & Giles, so she doesn't realize that she has seen this boy before.
Scene 12: Later that day, some really sad "toughs" are loitering in the hallway. One of these macho-young-men is talking about taking somebody down if this other guy wants to fight. It's, you know, high school tough guy talk that you actually feel a little embarrassed about witnessing since the guy clearly has no idea that he doesn't sound very convincing. Suddenly, his mother appears next to him and canoodles him using inappropriate babyish talk and pinching his cheeks, humiliating him.
Meanwhile, Willow is trying to convince Xander that it is weird that the exact thing Wendall dreamed about happened. He tells her it isn't conclusive as they enter class.
Scene 13: Only to suddenly be wearing nothing but his boxers (Thank You, Script!).
He tries to get himself to wake up from his obvious dream, but when that doesn't work, he yells in horror and retreats. Willow follows with the rest of the class laughing....
Oh, c'mon, did you really think I'd let this opportunity pass me by?
Scene 14: In the library, Giles is complaining that something can't be happening. When Buffy asks him if he found anything, he reports that he suddenly cannot read. Whatever is happening seems to be escalating as these reality warping occurrances are happening more rapidly. Buffy picks up the paper that Giles has thrown down in frustration and reports that she's seen the boy on it before around the school. She finds out his name and that he was found beaten unconscious a week before (which is basically repeating information the doctor already gave - bad script!).
She also notes that Billy's picture is of him wearing a baseball uniform with the numeral 19 on the breast.
As she and Giles try to puzzle out what is happening with this boy, they're interrupted by the arrival of Hank Summers. He's arrived earlier than expected with news that he needs to talk to Buffy about something....
Scene 15: Outside, they sit on a bench and Hank Summers begins to tear Buffy apart metaphorically. He tells her that it was her fault that he divorced her mother because he couldn't take the crap she was putting them through. In addition, he 'confesses' to her that he really hasn't been getting anything out of their visits together and would like to just stop wasting his time. He expresses his disappointment that she isn't as smart as he hoped she'd be.
Commentary: This scene is a killer because a) the actor's line delivery could have been mean spirited or mean or angry, but it isn't. He remains friendly and chipper throughout this devastating attack on Buffy's sense of self-worth and then has the gall to tell her she's being immature about it when she cries, and b) because SMG's look of utter desolation really nails this scene. This is the first time that we've really seen a vulnerable Buffy without her ability to quip through a crisis and gives us the first hint of what she will be capable of as an actress (used to [that phrase again] devastating effect in Prophecy Girl). This scene is easily the best in the episode, to me. Very interestingly, despite being a Hellmouthy thing, this is actually foreshadowing. In the S2 opener we find a sullen and rude Buffy, just as nightmare-Hank complains about here, and he suddenly becomes scarce, just as he tells Buffy here that he's going to be because of her bad attitude (Well, that and sometime between now and S5, he moves overseas). I never really appreciated Joss giving Hank such short shrift after seeing him at the end of the episode when he's really there and he seems like an attentive dad.
After Hank walks away, Buffy notices that Billy is there watching her, again.
Scene 16: While Buffy is being emotionally crippled, Xander and Willow come into the library looking for her. Xan has put on a Sunnydale track uniform and they report his sudden sense of clothes-lessness to Giles. When Xander exclaims it was a total nightmare, Willow and Giles realize that it actually was - a recurring dream that everyone has had. And, they bring up Wendall's recurring dream too, realize finally that nightmares are being manifested in the waking world.
Giles ties everything back to Billy's curious habit of appearing around Sunnydale High, despite lying in a coma in the hospital.
Commentary: Giles' explanations here are vague enough not to cause logic issues, but Billy's being able to manifest his nightmare world of his coma, by somehow manifesting everyone's personal nightmares is pretty crap. I like the episode, but there is some serious lack of convincing plot mechanics at work here. Thankfully, as fans, we can fanwank it and I just realized I must re-introduce Billy Palmer into the Buffyverse via my Spanderverse alternate timeline. Thank you S1 Review work!
Scene 17: In the hallway, Cordelia is the next victim of reality being warped: She glances into her locker door mirror, only to find herself with Rosanne Rosannadanna hair.
Scene 18: Outdoors still, trying to deal with her "father's" revelations, Buffy sees Billy again, but this time she isn't too distracted with her tears to follow him. She follows him into the empty gym where she sits next to him on the bleachers. Buffy draws him out about what may have happened and Billy tells her that the 'Ugly Man' wants to kill him, and he beat up Laura. Before Buffy can get him to remember exactly who the Ugly Man is, and why he wants to hurt Billy, the monster appears and knocks Buffy to the ground.
Buffy tries to fight him but is forced to retreat.
Commentary: I need to address a complaint here, because I think people are forgetting what is happening. Reviewers complain that the Ugly Man is a lame villain and there is no way that Buffy should be sent limping away from his attack. What they're forgetting is that this isn't real - it is a manifestation of Billy's fear, probably combined with Buffy's unconscious fears explored in her own dream at the very beginning of the episode in the guise of The Master - meeting a villain that is too powerful for her to fight. The Ugly Man is exactly as strong as he needs to be because he's not actually there outside of a dream image, given all the power he needs to ensure that Billy's nightmare of his being unrelenting and Buffy's nightmare that she can't overpower someone who want to kill her is made manifest. Ergo, your complaints in this case are not valid. I have spoken - "Good Day, Sir! I said Good Day!" *turns back*
Scene 19: Back in the library, Giles gets the Scoobies moving to warn Buffy about what is going on. Giles is terrified of what she may dream that could not come to pass. Xander decides they should split up to find her as it will be faster. Willow is the unlistened to voice of reason...
"Uh, uh, faster but not really safer...."
Scene 20: Outside the gym, Buffy has used a hockey stick (From where?? Oh, dream image - dream image - sense not needed) to block the gym doors. Billy is waiting for her and she rushes up to him, warning him that the Ugly Man is too strong for her.
Scene 21: Back in the school, Willow enjoys seeing Cordelia in unfashionable wear being dragged against her will into the Chess Club by a fellow pair of nerds.
Commentary: And what the F is the costumer's absolute obsession with PLAID PANTS?! Seriously, we've got three pairs in this scene, alone! Please, STOP.
As Willow is smiling to herself at the display, she hears Buffy call softly to her. She's standing near the door that Laura used to the boiler room, and enters it in the other girl's footsteps. We have a very, very bad feeling about her wandering down the stairs, even though Buffy isn't answering her calls....
She screams as a non-Ugly Man type hand reaches from off camera and jerks her off screen by the shoulder.
Scene 22: In the meantime, Xander enters another hallway to find the walls spray painted with Nazi symbols (calling back Xan's comment that he'd fear Nazi's crawling on his face, but no, we won't be seeing any uniformed men crawling over Nicky's face). What we do get is an obvious trail of free chocolate... a trail that Xander fails to recognize as a trap.
Scene 23: Outside, Buffy and Billy are trying to find their way to the library, but every door Buffy has tried has been leading somewhere else. Billy notices a team of guys playing baseball off on a field and looks wistful. Buffy asks him about what is bothering him and he gives us a clue as to what happens when he tells her that the Ugly Man told him that a lost game the week before was all his fault for not catching a ball.
Commentary: And, the episode makes a sudden swerve into far darker territory 30 minutes in.
Billy refuses to answer any more questions about the Ugly Man or what happened to him. Buffy tells him they'll try cutting through the cafeteria, but in front of them they hear someone get hit. A guy lays on the ground, and striding toward them is the Ugly Man, again (and I can finally get a decent screen shot).
Buffy grabs Billy and leads him through a hedge, where they suddenly come out into night... and one of Sunnydale's cemeteries.
Scene 24: Back with Willow, she's now dressed in a kimono and the man who grabbed her expresses relief that she finally showed up. Willow looks entirely lost.
As Willow is led to a stage, she hears herself being introduced as one of the finest sopranos. In a panic now, she tries to tell the stage manager that she can't sing in front of people, but he shoves her through the curtain and out in front of the audience. Also, the tenor sings his bit and then turns to her, where she stands petrified and wide eyed.
He quickly sings his next part, and when he turns back to her again, she gives a pathetic squeak....
Scene 25: In the hallway with Xander, he's following the trail 'o chocolate. Xander sees a bar called the Chocolate Hurricane and realizes he hasn't had one since....
We hear wild laughter in the background as Xander gets a sudden look of realization. We get a shot of Nicky's mouthful of food, which I could have done without, and we see a shadow approaching plastic that has been hung over the hallway. The figure pushes aside the plastic and reveals a clown that terrified Xander at his sixth birthday. The clown chases after him slashing with his carving knife.
Scene 26: Back with Buffy, her and Billy find themselves standing in front of an open grave. In the hole, an empty coffin lies open and decrepit. Billy wonders who died, but The Master tells him no one died. It wouldn't be fun to bury someone if they're already dead.
Buffy is filled with fear at seeing The Master out and about when he's supposed to be trapped below ground (probably because of her nightmares - after all, she's never even met him before). He tells her that she fears his being free so in this nightmare-fueled world, he is free.
The Master throws Buffy into the grave, where the lid of the coffin closes on her. Because its decrepit, she can see through the lid that The Master has grabbed a shovel. He starts to bury her alive as she screams and screams....
Scene 27: Back with Willow, she backs out of a door to boos and flying fruit. She comes out in the hallway Xander is in and he reminds her of his fear of the clown when he was six. He appears again with his carving knife. They scream and run.
They run into Giles and all three take off running again, until Xander confronts his fear (the only one to do so, until Billy at the end, by the way). He turns around and tells the clown he sucked and punches him out, putting that fear to rest. As we know from Restless, however, Xan has far more serious fears lurking though.
As they come out of the school, Giles suggests they need to wake up Billy, but Xander wants to find Buffy first. Willow notes the cemetery that has appeared across the street and everyone notes it is night only in that spot.
Scene 28: As the gang investigate, they run across a tombstone for Buffy lying over a fresh mound of earth. Giles immediately recognizes that they're now in his nightmare. He realizes that he has failed her.
Commentary: This is another unexpectedly emotional scene. Anthony does a wonderful job of expressing his regret that he pushed Buffy into taking on her Slayer role too quickly because of the need for her. His grief is palpable and it is a really nicely acted solemn moment.
Everyone is suddenly startled as Buffy's hand shoots out of the grave in an obvious homage to the movie, Carrie. It is Buffy, though, not Miss White. And, we've transitioned from Giles' nightmare into Buffy's... her other fear, that is... being turned into a vampire!
She gathers her wits following her realization of what has happened to her to get the gang to the hospital and see if they can awaken Billy and get this to end before reality really comes apart at the seams.
Scene 29: In the hospital, everyone's nightmares are coming true around them and when Willow looks out of the window, she sees that the whole town is falling apart. As Billy's astral form appears again and Giles tries to convince him to stop running and to wake himself up, the Ugly Man appears in the hospital hallway. Vampire!Buffy has now had enough of him and decides to go on the offensive....
VampBuffy is able to break the Ugly Man's club arm and she summons AstralBilly to come over. She tells him that it's time he stop running. Billy reaches out to pull off the Ugly Man's face, like a mask, and suddenly everything has returned to normal, with Billy now awake. Buffy is relieved that her face is back to normal.
Alas, Xander is also returned to his loud shirt/hideous pants combo, making me wonder if returning things to normal was really worth it....
Scene 30: Billy's baseball coach just happens to arrive then, and greets the gang. They're blocking his view of Billy, so he doesn't realize that the boy has awoken. He makes an off-hand comment that Billy was his "Lucky 19" and unsurprisingly Buffy and Giles quickly deduce he was Billy's Ugly Man. Xander and Giles grab him before he can escape, his having caught up to Billy after the game's loss and beating him into a coma in the first place....
Scene 31: With things back to normal there are some heavy handed sentiments about kiddie leagues and the parents who act psycho over them before Buffy's dad arrives to pick her up and he appears very happy to see her, rather than about to "have a talk" with her.
Willow asks Xander if he was still attracted to Buffy when she was a vampire. He expresses his shock that she'd think so, but he protests too much and admits he's sick. Willow only says with a grin, "Don't I know it."
The Good: There are individual scenes that are great: Buffy's heartaching scene with her nightmare father, Cordelia's being dragged into the Chess Club, Willow's entire scene on stage, and Giles' scene at Buffy's graveside are all excellently acted.
I also really liked the opening with The Master and Buffy's dream confrontation - it was very moody and scary.
The Bad: I think the swerving from emotionally powerful scenes to light-hearted jokey scenes to suddenly very serious doesn't really work. The elements between Buffy's and Giles' mostly serious scenes, Willow and Cordelia's comic relief scenes, and the introduction of child beating clash together. Individually, each scene is fine to very good, but next to one another we're zig-zagging emotionally and thematically too extremely. Willow and Cordy's scenes needed to come earlier in the episode before things took such a darker turn with introducing that Billy had been beaten into a coma by someone he knew.
The costuming for Ugly Man wasn't very good, frankly. His 'deadly club' wasn't convincing looking and his facial makeup kept reminding me of Mark Metcalf's Master makeup in a way I can't exactly pinpoint... like they took his Master Face mold and made some modifications, spraypainted it and slapped it onto Ugly Man.
Other Thoughts: This is another episode that takes on more meaning in retrospect, simply because so many story ideas that are followed up on much later are introduced here: Buffy's confrontation with The Master, in which she's powerless. Hank Summers withdrawing from Buffy's life. Buffy dying. Her returning from death. Her being buried alive. Her being 'sullen and rude' because of her Slayer pressures. Willow's "not knowing her lines" (which returns in another dream in Restless). And the possibility of The Master being out in the world (see both Prophecy Girl and The Wish). Each is broached here first. In addition, we also follow up on Willow's after-episode stage fright in The Puppet Show in episode, here.
The Score: I don't mind this episode at all because of individual scenes that are well acted. The bad guy though isn't interesting and the drunken swerving between drama and comedy relief is a little clumsy made all the worse by the late introduction of child abuse into the equation before they're done with the comedy nightmares, and it just doesn't hang together well. I think the interesting insight into our characters fears is really interesting though, and I really liked SMG's reaction acting to her nightmare-father's tearing her down...
3.25 out of 5