"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 after their victory over Adam. Meanwhile, Riley 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 Riley 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 spell they cast to defeat Adam. 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. With this, everyone experiences a vivid dream involving the First Slayer...
Willow's dream begins with her painting a Sapphic love poem in Greek on Tara's back. She also feels a lot of anxiety about her identity and a secret she has, which seems to be a combination of her identity as witch and as Tara's lover. 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." Willow then shows up for her drama class and is faced with the opening performance of the class' production of Death of a Salesman, featuring Riley as a cowboy. Willow realizes with increasing uneasiness that she knows neither her lines nor her role. Buffy then shows up and saves Willow from unseen attackers wielding knives, stabbing at Willow through the stage's side curtains. Buffy then takes Willow into a different classroom, and Buffy insists that Willow is wearing a costume. Willow's "costume" is pulled off by Buffy, and Willow ends up wearing the same nerdy clothes she wore as a high school sophomore underneath (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 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 Giles tells him that Spike is being trained as a Watcher. Buffy plays in a sandbox and Xander warns her about playing there, but she says she's okay because "they're not coming for me yet." She also calls Xander "brother", reflecting how she perceives their relationship, to his chagrin. Abruptly, Xander is working in an ice-cream truck with Anya. She asks him if he knows where he's going, reflecting his anxiety about what to do with his life. She says she's thinking of getting back into vengeance. While they're talking, Willow and Tara (wearing cheesy make-up and clothing suitable to porn-film "lesbians", and making out with each other) appear in the van and make a pass at him. He accepts and walks back to join them, but ends up in his basement alone. A growling beast of some kind tries to get in the door. Xander runs into the Cheese Man, who says "these will not protect you." Xander flees and ends up back at UC Sunnydale, where he meets Giles and asks him what is after him. Giles starts to tell him 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 re-enactment of the Apocalypse Now scene with Walter Kurtz, but Kurtz is Principal Snyder, who tells him that "your time is running out." Xander says he is just trying to get away from something he can't fight. Xander says (for the second time in the dream), that he's a "comfortadore", reflecting his role as the "heart" of the Scoobies. Snyder reflects Xander's anxieties about his uselessness by telling him he's neither a soldier nor a comfortadore, but rather a "whipping boy". Xander tries to flee from the First Slayer and finds himself first at Giles' house, then at Buffy's dorm, and finally in his basement room, where the monster at the top of the stairs turns out to be his father, who berates and belittles him. Then Xander has his heart torn out by the First Slayer in the guise of his father.
Giles starts out at a fairground in a family-type situation with his girlfriend Olivia Williams, 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. Giles walks from the crypt to The Bronze, 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. He begins to realize his pursuer is the First Slayer, just in time for her to scalp him.
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. She wonders where her friends are, since they were supposed to come over to watch movies. Tara tells her she's lost them. Tara tries to give her 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. 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 angrily 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. She starts walking, and ends up in the desert, where she finally confronts the First Slayer, who speaks through Tara. 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. The First Slayer 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.
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 what is coming...
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. In his appearance in Buffy's dream, the Cheese Man doesn't speak, showing up briefly to wave cheese slices after the First Slayer says "We are alone." This is an obvious reference to the nursery rhyme "The Farmer in the Dell," which contains the line "The cheese stands alone." The Cheese Man appears again briefly in the season seven episode "Storyteller".
In Buffy's dream, Tara says to Buffy "be back before dawn," a final foreshadowing of the arrival of Dawn Summers, who makes her appearance in the following episode.
In Buffy's dream, Tara says to her, "You think you know what's to come, what you are. You haven't even begun." Dracula will later repeat this almost exactly ("Buffy vs. Dracula"): "You think you know who you are, what's to come. You haven't even begun."
In Buffy's dream when staring at the bed, she mentions how she and Faith had just made the bed, a reference to their shared dream in "This Year's Girl."
The leather bag from which Buffy draws the mud she smears on her face will finally appear in the seventh season episode "Get It Done". This bag was a Slayer keepsake and contained the Slayer emergency kit.
The desert in which Buffy confronts the First Slayer will turn out to be a real location. This is where Buffy will undergo the Vision Quest in "Intervention".
Also in Buffy's dream, Buffy mentions how late it is, after looking at the clock in the room (which says 7:30), to which Tara replies "oh, that clock's completely wrong." This is a foreshadowing of her death at the end of Season 5, and a reminder of Buffy's dream in the season 3 finale, in which Faith says "...counting down from 7-3-0" (it was approximately 730 days later that Buffy died). Tara saying that the clock is wrong means that she no longer has 730 days.
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 "Tabula Rasa."
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 spell (Willow - spirit, Xander - heart, Giles - mind, Buffy - hand/strength).
In Buffy's dream, Riley says, "Okay Killer, if that's how you want it." He then walks away, foreshadowing his departure towards the middle of next season.
Dream Riley's use of the term Killer as a nickname for 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!" Though the words technically mean the same thing, the show is placing a distinction in their context, with Killer referring to murder and Slayer referring to a justified act, in this case Buffy's role as a warrior against the forces of evil. Its use here reflects Riley's role in the Initiative, a group that exists outside the realm of the supernatural yet interferes in that world. Episodes such as "New Moon Rising" established Riley's black-and-white views toward demons, for which he was admonished by Buffy, who tells him not all demons are evil. By using the term Killer instead of Slayer here, dream Riley reflects this inability to grasp the shades of gray of the demon world while subtly placing Buffy into it (she responds "we're not demons.") This dichotomy reflects Buffy's concerns that, despite his efforts to change, Riley remains an outsider to the world and destiny into which Buffy was born, and will never truly understand her, which we shall see eventually leads to the end of their relationship.
In Buffy's dream, when "Adam" tells her that the two of them come by aggression differently than humans, she exclaims that "we're not demons," presumably referring to herself and her fellow Slayers, to which "Adam" responds with "is that a fact?" This foreshadows the events of the episode "Get it Done," in which Buffy discovers that the First Slayer was created with the essence of a pure demon.
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.
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".
Also in Buffy's dream, Joyce is apparently insane and living in the walls. This is likely a foreshadowing of the mental issues associated with her brain tumor in season 5.
The sideshow vampire is 'Drac' foreshadowing Dracula's appearance in season 5.
Last appearance of Giles' girlfriend Olivia.
Final appearance of Principal Snyder. 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, he finally comes to terms with his relationship to Buffy: she refers to him as "big brother," a term that distinctively surprises him, culminating in the final dissipation of his romantic feelings towards her.
"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.
Willow's dream is mostly about her growth from a geek to an independent woman and her fear for becoming a geek again. But it can also be a foreshadowing to her abuse of magic:
Buffy: "Your costume is perfect. Nobody's gonna know the truth. You know, about you."
This is true; Willow keeps the secret that she's abusing magic from her friends until it's almost too late.
Xander's dream is fairly straightforward as it is about his fear of becoming like his parents and never getting away from his old life:
Anya: "Xander! You have to come with us now! Everybody's waiting for you!"
This is both about Xander's fear of being left behind and also a hint of his wedding, at which time he disappears. There are a lot of hints that he is going to abandon Anya at the altar:
Anya: "I've been thinking about getting back into vengeance."
Anya will become a vengeance demon again after the canceled wedding but won't be one for very long - less than a year.
Giles's dream is about his role as father figure to Buffy and his desire to leave the Scooby Gang to have a life on his own:
Olivia: "Does she always want to train this badly?"
Buffy's desire to train will pull Giles away from a life on his own:
Giles: "Now look into the light."
This foreshadows Buffy's death, where she will go 'into the light', and Giles will go home to England.
Buffy's dream is mostly about her confusion about what it means to be a Slayer, but there are hints of Buffy's death as well as vague allusions to the arrival of Dawn like in Graduation Day, Part Two:
Tara: "Oh, that clock's completely wrong."
In Graduation Day, Part Two Faith said: "Little Miss Muffet counting down from 7-3-0" which is what the clock shows here in Restless. From Graduation Day there were to be 730 days until Buffy's death. When Tara says "the clock's completely wrong", it's because there are less than 730 days, but it can also be taken to mean that her death will not be her final rest. 'Little Miss Muffet' is also a reference to Dawn, the poem and its lines come up a lot in Dawn's life later on.
Another call back to Buffy's interaction with Faith in a dream sequence of This Year's Girl is the mention of Buffy's bed. She and Faith make up the bed which Faith says is for the arrival of 'little sis', in this dream Buffy says "I just made that" and Tara replies "For who?" shortly before the below quote.
Tara: "Be back before Dawn."
Tara: "You think you know. What's to come, what you are... You haven't even begun."
This is the only episode in Season Four to start without a cold opening, instead beginning at the opening credits.
Anya is the only character other than the dreamers, 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.
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.
It was rumored this episode was to guest star many past recurring characters. Willow's classroom dream was to feature Larry Bagby III (Larry), Charisma Carpenter (Cordelia), and Elizabeth Anne Allen (Amy). Robia LaMorte (Jenny Calendar) was to be pushing the baby carriage instead of Olivia, followed by having Phina Oruche (Olivia) crying in Spike's crypt. Eliza Dushku (Faith) was going to appear in Buffy's bedroom telling her to "be back before Dawn," while David Boreanaz (Angel) was to have appeared in the desert as the voice of the First Slayer. Unfortunately Joss Whedon was only able to recruit Seth Green (Oz) and Mercedes McNab (Harmony) to return for this episode.
Angel (David Boreanaz) and Cordelia Chase (Charisma Carpenter) were supposed to appear, but were written out when scheduling conflicted with Angel. Initially, Angel was written as the dream guide for the gang (a role which was eventually given to Tara) and Cordelia was one of the students insulting Willow in the classroom. As a result, this is the first season finale in which they do not appear.
A line of Buffy's was cut:
Buffy: "I think they might be in trouble-danger."
Goofs, Bloopers & Continuity Errors
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. This is probably due to the fact that Joss Whedon decided that there should not be a widescreen version, because the show was directed and filmed for a 4:3 ratio. The 16:9 Region 2 and 4 DVDs were released later with less involvement from Mutant Enemy Productions.
When Buffy and the First Slayer roll down the hill fighting, you can see a camper van in the background.
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?"
Cheese Man - "I wear the cheese. It does not wear me."
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."
Riley - "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 everyone's 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."
Xander - "It's a shame that I never got to tell you how happy I am that you were eaten by a giant snake."
Riley - "We need to build a fort!"
Adam - "I'll get the pillows!"
Buffy - "Willow, your 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 - [to Spike while on the swings] "Higher! 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. Now give me back my friends."
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."
Willow - "You're blackmailing the government! In a patriotic way..."