In the hospital, Buffy and Dawn keep Joyce company during dinner.  The doctor comes in and warns them not to wear her out, and that she's got surgery scheduled for the day after tomorrow.   Joyce doesn't know how she's going to deal with waiting around for two more days, but tells Buffy she can go if she wants to, she knows she's got patrol.  Buffy says tonight Riley and the gang are patrolling for her. Cut to the cemetery, where Willow, Giles and Xander are getting the crap kicked out of them by two vampires.  Willow manages to dust both of them while Xander and Giles get tossed around.  Afterward, she's all proud that she got two of them, and Xander says it woulda been even faster if Riley had shown up.  As they leave, everyone wonders where he is.  Cut to Riley inside a dingy warehouse, sitting in a chair, letting a vamp suck on his arm.  The shot is deliberately ambiguous, at first you can't tell exactly what she's sucking on, if you know what I mean, and I think you do.  Then her (the vamp) hand reaches up and clutches at his shoulder as she feeds on him.  The next morning at the hospital, Willow brings gifts for everyone.  She brings a beer hat for Joyce, a book on spells for Dawn, and some homework and a yo-yo for Buffy.  Suddenly Joyce scowls and starts spouting some weird stuff, confusing and distressing the girls.  After, Joyce seems fine, doesn't seem to know she did anything abnormal, and says she'd like to rest now.  Willow, Buffy and Dawn go out into the hallway, and Buffy explains that the doctor told her the tumor pressing on Joyce's brain can sometimes cause her to say weird stuff, but that she's not aware of it, really.  Willow reassures Dawn that after the surgery there will be no more pressing, and she'll be fine.  As they walk down the hallway, they run into the security guard that Glory brainsucked in "No Place Like Home". He looks at Dawn and babbles that there's "no one in there".  Dawn is disturbed, and asks Buffy what he means, but Buffy says it's nothing; he's just crazy.  The man's family leads him off, and Intern Ben comes up, asking if the guy was bothering them. Buffy says they're fine, but asks why the family is taking him home. Ben says the mental ward is extremely over crowded right now, and the ones with families they're letting go home to try and make room.  Ben thinks this is a bad idea, because they need constant care, which he doesn't think the families will be able to provide.    Up on the dorm rooftop, Willow and Tara lay on a spread out sleeping bag next to the sky light, and look up at the stars.  Willow points out some constellations, and Tara jumps in and makes up her own.  She gets Willow to play along, but suddenly there's a huge flaming meteor that arcs over Sunnydale and crashes out in the woods. Cut to the woods, where something crawls out of the meteor, and stalks the security guard that the girls saw in the hospital earlier.  He's babbling to himself, walking along alone, and suddenly the creature jumps up and attacks him.  I kid you not, this monster looks like a big gray pill bug, but with arms and teeth, and red eyes.   Later on, at the hospital, it crawls in on the ceiling when someone opens the door in the Emergency Room.  In Joyce's room, Buffy and Dawn stand by as Joyce seems to be going nuts.  Joyce repeatedly presses the nurse button, and finally her doctor comes in.  Buffy tells him Joyce wants to go home, and Buffy's willing to take care of her until she comes back for the operation.  The doctor says he wouldn't advise it, and Joyce kinda freaks out, upsetting Dawn.  Joyce immediately feels bad, and Buffy sends Dawn out to get something from the pop machine.  The doctor agrees to let Joyce go home, but says he'll have to go over medication schedules and stuff with Buffy before they can check out.  Out in the hallway, Dawn reads her spell book and the creature from the meteor crawls along the ceiling above her, unnoticed.  Out in the woods, Riley and the whole gang are searching for the meteor.  Riley thanks Xander for calling him in on this, and Xander replies that he's glad Riley actually came.  Riley apologizes for the night before, but then quickly turns aside the conversation when he sees the meteor crashed in the ground.  They discover that it's  hollow, and they all realize something was inside it.  They spread out to look around for it, and Willow finds the body of the security guard.  Riley checks for a pulse and finds none, and Xander observes that he doesn't see any marks on him.  As Riley notices something odd about the man's mouth, Willow says she knows him; that she saw him at the hospital that day when he was released. Riley inserts a pen into the man's mouth and pulls out a dark, viscous material that immediately makes everyone take a step back from the stench of it. Riley says it might be toxic, and that no one should touch it.  Evidently, this is how the creature killed the man.  Willow wonders what they should do next, and wants to call Buffy.  Tara says they can't; she's got "life stuff that has to come first".  Everyone votes to go back and do some research; find out if there have been any other cases  like this.  Riley stays behind, "to examine the body some more", and look around and stuff.  As soon as the gang is gone, however, he pulls out his phone and calls the people Graham's working with now.  In the hospital mental ward, a nurse turns off all the lights and goes out to her station, and ignores the cries of one of the unstable guys strapped to his bed inside. The creature from the meteor crawls in and spits some of that viscous fluid onto the guy's face; killing him.  That morning, the doctor releases Joyce into Buffy and Dawn's care, and gives Buffy Joyce's medicine.  From the ceiling, the demon / creature watches them leave.  Back out in the woods, Graham and the former Initiative guys show up and survey the scene.  Graham snarks that Riley usually calls his girlfriend on these kinds of things, but Riley ignores him.  He shows the CO the dead body, and says he choked on some kind of protein alkaloid fluid, and then shows them the meteor the creature came down in.  Riley recommends that they track it with Geiger counters, since it came from space.  Back home, Buffy and Dawn watch tv on the couch until they hear a sound from the kitchen.  They get up and go find Joyce in the kitchen, burning something on the stove.  Buffy removes the threat, and she and Dawn take Joyce back to bed after Joyce goes off on one of her wacko tirades and recovers again.  As they pass the basement door, we can see that there's someone or something down there moving around.    Upstairs, Buffy gives Joyce her medicine, and leaves the room for a minute to take the glass of water back.  Joyce does another wack out thing, and starts asking Dawn who she is, and how she got there.  She doesn't know what Dawn is. Dawn, scared and upset, runs from the room. Buffy comes back and tucks Joyce into bed, and then tries to comfort Dawn in her room.  But Dawn says that it's not just their mom, people keep saying the same thing about her.  Buffy remembers the guy in the hospital earlier, and Dawn tells her about the guy outside the magic shop in "The Real Me", too.  Buffy tries to convince her that it's not her, that there's just something wrong with the people who've said it to her, but Dawn's not thoroughly convinced.  At the University Library, Giles and the gang are researching the meteor, and what might have been inside it.  Willow gets on the net and finds that the last reported similar incident on record was in Russia, in 1917.  It apparently wasn't the first, however, and the reported cases originate in something called "Quellor", in Iceland.   Xander remembers reading something about a quellor, and reads from a book that primitive peoples believed that the moon caused insanity, and that they used to pray for a meteor to come and "quell" the insane people.  Tara makes the connection that the guy they found dead in the woods was crazy, and Giles says it sounds like from what Xander read that the creature must be summoned.  Xander thinks Glory had to have summoned it, and they decide to call Riley with the info they've got.  Willow calls Riley and tells him, and Riley already knows about the demon killing crazy people, because he and the team have tracked the demon to the hospital, where they've found that it's killed five people.  He doesn't tell Willow that he's working with the ex-Initiative guys, though.  Willow is worried that the demon will go after Buffy's mom, but Riley tells her that Intern Ben told him Joyce was released earlier that day.  Riley says for Willow to call him back if she learns anything else, and hangs up.  Back at the Summers house, Joyce rants in her room to the ceiling, and Dawn and Buffy both try to block out the sound in their own way.  Dawn covers her ears, and Buffy turns on some annoying salsa music down in the kitchen as she washes dishes and cries.  Back in Joyce's room, she keeps shouting at the ceiling "stop staring at me!", and we see that the creature is hanging on her ceiling looking down at her. Back at the hospital, Graham reports that the trail ends at the edge of the hospital parking lot.  The CO realizes that some patient checked out that day, and the demon just hitched a ride on the car.  Riley immediately realizes where it's gone, and takes off, leading the team.  Back in Joyce's room, the demon drops from the ceiling right onto her, and she screams.  Dawn runs in and rams the demon with her coat rack, knocking it off of her mom.  It then takes off after Dawn, who throws her hands up, screams, and runs away.  Hee.  Downstairs, Buffy continues to cry and not hear.  Dawn runs from the creature, losing it in the hallway.  She returns to Joyce's room and barricades the doors, after shouting for Buffy.  Downstairs, Buffy finally hears and heads upstairs.  She opens the door and Dawn tells her there's something in the house; after Joyce.  Buffy orders them to stay in the room and shuts the door.  Immediately the demon falls on her from the ceiling, and as they fight, they fall down the stairs.  The creature crawls away toward the kitchen. Buffy gets up and tracks the creature into the kitchen, where she grabs a huge knife.  She's startled when Spike comes up out of the basement, and asks what the hell he's doing in her house.  Spike basically says he was stealing stuff, but Buffy notices him shoving pictures of her into his pocket.   Just then the Quellor demon attacks Spike, and Spike accidentally kicks the knife out of Buffy's hand.  The demon turns and attacks Buffy next, and Spike picks up the knife and tosses it to Buffy.  They fall to the floor and Buffy stabs the demon to death.  She rolls it off of her and takes Spike's offered hand.  As he helps her up, Riley and his ex-Initiative guys burst in.  Too late to help, Riley sees that Spike and Buffy teamed up to take care of it on their own.  Riley asks Buffy if she's okay, but Buffy just runs upstairs to tell Dawn and Joyce that the creature is dead, and she hugs them both.  Riley feels useless once again. Outside the hospital, Ben gets into his car.  In the back seat, Dreg asks why Ben has drawn unnecessary attention.  Ben orders him to get out of the car, and Dreg complies, but asks why he summoned the Quellor.  Ben says he was just doing what he's had to do his whole life: clean up after Glory's mess. At the hospital, Joyce prepares to go into surgery.  Buffy's sitting with her, and Joyce wants to ask her a question.  She says she knows she was pretty out of it for parts of the past few days, but at one point she says she knew that Dawn wasn't her daughter.  "She's not mine, is she?" she asks.  Buffy tells her no, she isn't, but Joyce says she does belong to them, though, and Buffy says that she does.  Joyce goes on to say that Dawn is important to the world; "precious", and asks Buffy to promise her that if anything happens to her, that Buffy will still take care of Dawn, and love her like Joyce loves Buffy.  Buffy promises.  The final shot is of Joyce being wheeled off on a gurney, going in for surgery. FLAWS:                   The skylight Willow and Tara are camped out next to on the roof is the same one from season 1's "Prophecy Girl", and season 3's "Choices", and season 4's "The Freshman".  They just keep recycling the same old set  ;) THOUGHTS ON THE EPISODE:                A decent episode.  We learn that not only is Ben somehow connected to Glory, he also feels like he has to clean up after her messes.  (her mess being the overflow of crazy people whose brains she's sucked)  Things are very up in the air about Joyce right now, and the rest of the gang has tried to come together and help with the slaying stuff so Buffy can be with her mom.  Buffy is more and more stepping into the adult role, and is the one taking care of Dawn.  The best part of the episode, in my opinion, is the last five minutes, in which Joyce tells Buffy she knows that Dawn isn't really her daughter.  It's like, this whole season, even after Buffy found out the truth, she's had to continue to pretend to be the big sister, and older daughter.  Even to her friends.  This moment with her mom was touching because it was just Buffy and her mom again.  While Joyce and Buffy both still love Dawn, Joyce knows that Buffy's really the only one who's her daughter, and I feel like Joyce and Buffy kind of regained a bond here that they'd lost up until now, because of Dawn's presence.  Let's see, we've also got Riley falling back into his old Initiative groove.  He's also not only lying to Buffy now about what he's doing with the vampire sluts, but he's lying to the rest of the gang too about what he's doing.  Things with him are coming to a head.  BEST LINE: Xander:  "I still don't get why we had to come here to get info about a killer snot monster." Giles:  "Because it's a killer snot monster from outer space..I did not say that." and:  (when Willow finds the info on a similar hollow meteor found in Russia in 1917) Xander:  "Hm, maybe with a chewy demon center, like ours."

"Listening to Fear"