LadyGhosts of TV Past

Retro Recap: Buffy the Vampire Slayer, 5.9, “Listening to Fear”

As always, I must remind my readers that I don’t really do spoiler warnings for shows that have been off the air for a decade and whose title clearly indicates that we’re rewatching the show, but I’m going to discuss how “Listening to Fear” impacts a major season five event, so if you’re watching Buffy for the first time, be forewarned.

Queller demon on ceiling

“Listening to Fear” is the alien cockroach-demon episode that I had mistakenly expected “Shadows” to be. To be fair to me, they’re remarkably similar. Both are centered around Joyce’s illness and linked with multiple scenes in the hospital, weird demons are summoned to assist Glory, and Riley gets fangbanged in both. They probably could have just condensed this down to one episode and saved the rubber monster costume costs.

Glory’s brain-sucking trick has caused an upsurge in mental health patients in Sunnydale, a town where, I’d hazard a guess, due to all the demons and monsters and Hellmouthy goodness, already boasts a high psychiatrist to citizen ratio.  These patients seem to be able to uniquely view reality, so that when they come in contact with Dawn, whose very existence bends reality around her, they perceive her as she really is — formless energy. This seems like it wouldn’t be great for Dawn’s safety, but happily everyone who could really figure out that she’s the Key is never nearby when someone is asking why Dawn has “no data” inside her.

Ben, our cute hospital resident, summons an outer space Queller demon to quell the upsurge in insanity in Sunnydale. This is our first reveal that Ben and Glory are connected and while their relationship isn’t spelled out, Ben does say he’s been cleaning up after Glory his “entire life.”

This episode is excruciating. Enjoy this gif of Tara and Willow being adorable.
This episode is excruciating. Enjoy this gif of Tara and Willow being adorable.

Joyce’s shadow on her CAT scan has turned out to be a tumor that needs to be operated on as soon as possible. As the Summers’ women wait for the surgery, the Scooby Gang steps up to help with patrols. Except for Riley, the second most capable crimefighter in that group, who is off feeling sorry for himself that his girlfriend isn’t weeping on his shoulder, and off getting blowjobs fed on at the local vampire flophouse.

Guys, Riley is the worst.

In “the woods,” the Gang stumbles over the night watchman from “No Place Like Home,” who had been released earlier that day into the care of his daughters, and who killed by the Queller demon. The group is not exactly thrilled to be researching inter-dimensional snot demons, and while they have fun looking that up, Riley calls in Graham and the commandos, because we need to have some reason for Riley to run away with them next week. Using techno-babble, Riley and the army guys track the space cockroach to the hospital, where it’s murdered everyone in the psych ward, and eventually they think to keep tracking it, which is how they eventually, and belatedly, find the thing down at Buffy’s house.


The real emotional heft in the episode is centered around Joyce’s illness. The tumor affects Joyce’s lucidity and she has moments of aggression and paranoia throughout the episode. These moments are heartrendingly real, injecting terrible true life horror into a show that usually deals with supernatural allegories for real life problems.  At one point, Joyce tells Buffy she’s “disgustingly fat,” and the vitriol and aggression in that line is difficult to stand. Later, Dawn is shown trying to block out the sounds of her mother’s unhinged rantings by pulling her pillow over her ears, while Buffy weeps as she washes the dishes. These are some of the most terrible emotional moments of the entire series, and though we didn’t know it at the time, they were setting up the visceral gut punch of “The Body” a few weeks later. The intervention of the snot demon is a welcome relief to watching Dawn cower in terror in her bed.

Buffy and Spike, who was stealing photos of her from her basement, fight off the space cockroach with no problem just in time for Riley to swoop in with the military. Buffy is so out of sorts, she doesn’t even seem to notice the army storming her kitchen.


The end of the episode finds Joyce revealing that during her episodes, she realized that Dawn isn’t truly her daughter, and charging Buffy with taking care of her “in case” anything happens to Joyce during her surgery.

The entire gang has come to the hospital for the operation. The last shot shows them waiting at the end of a lengthening hallway as Joyce is wheeled into surgery. It’s a sad, beautiful moment that functions as the goodbye we won’t get in “The Body,” a subtle indication that Joyce is leaving them behind.


A few notes on Buffy and Dawn:

My personal theory on Dawn is that though the show calls her Buffy’s sister, she actually functions within the show as Buffy’s daughter (age difference improbabilities aside), especially once Buffy is clued into the specifics of Dawn’s existence. Prior to this, when Buffy wasn’t aware of the spell, their relationship was distinctly sibling-like — petty jealousies and rivalries, lots of big sister resentments. But once Buffy finds out Dawn is the Key, their relationship undergoes a massive shift.

Allow me to convince you: the monk reveals that Dawn is made from Buffy’s blood; that is, she is a physical descendant of Buffy, not of Joyce, making her Buffy’s progeny, not her sister. Her relationship with Dawn seems to go beyond protecting her as The Key — she loves Dawn in a way we that is different from how she loves anyone else, and she values Dawn’s safety over pretty much anyone else’s. When the world is in peril, Buffy has always put the good of, well, everyone else over her own personal feelings — we see this when she is willing to kill Angel in “Becoming Part 2” even though she knows he’s no longer Angelus. Not killing Angel would destroy the world; she does it and then is crushed by the guilt and sadness she has to bear for her actions. Despite her closeness to Willow, someone I would say she has a sister-like relationship with, at the end of season six, Buffy is also willing to kill her if she has to. But when it comes to Dawn, Buffy won’t even entertain the idea. There is no calibration that will allow for her to make the choice that Dawn might need to die, and she’s willing to threaten and hurt any of her friends who might make a different decision. In “The Gift,” when it looks like Dawn might need to kill herself to close the portal between dimensions, it’s Buffy who stops her, choosing to sacrifice her own life to spare Dawn’s. Later in season seven, Dawn is the only person Buffy tries to get out of Sunnydale even though she knows the showdown with The First is likely going to have a large body count. It’s a singular relationship in Buffy’s life and it’s characterized by the kind of sacrifice, protection, and fierceness that is often used to characterize other mother-child relationships in pop culture.

Here in “Listening to Fear,” Joyce and Buffy’s final conversation hints at this as well (emphasis mine):

JOYCE: That Dawn…She’s not mine, is she?


JOYCE: She’s — she does belong to us though.

BUFFY: Yes. She does.

JOYCE: And she’s important. To the world. Precious …As precious as you are to me? Then we have to take care of her. Promise me, Buffy — if anything happens to me, if I don’t come through this. . .

BUFFY: Mom. . .

JOYCE: No. Let me finish. No matter what she is, she still feels like my daughter, and I have to know you’ll keep her safe. You’ll love her like I love you.

Season five is full of startling moments and unexpected deaths, but if the entire arc of the season is looked at, none of those deaths should really come as a surprise. Joyce’s death is strongly alluded to in several conversations with the doctors, and she takes the time to have a good-bye conversation with Buffy here. If Dawn’s is really positioned as Buffy’s child (and remember that most of the Slayers, Nikki Wood as the only noted exception, die long before they have children), then her willingness to die for Dawn during “The Gift” shouldn’t be a surprise either.

By [E] Slay Belle

Slay Belle is an editor and the new writer mentor here at Persephone Magazine, where she writes about pop culture, Buffy, and her extreme love of Lifetime movies. She is also the editor of You can follow her on Twitter, @SlayBelle or email her at

She is awfully fond of unicorns and zombies, and will usually respond to any conversational volley that includes those topics.

3 replies on “Retro Recap: Buffy the Vampire Slayer, 5.9, “Listening to Fear””

Leave a Reply