As Buffy awakes from a bad dream with the warning, 'From beneath you, it devours.', Xander meets a young woman whose dog was eaten by a creature that burrowed up out of the ground. Spike offers his assistance, but the group is still uneasy about having him around. The gang soon discovers that the source of the monster is closer to them than they thought. Meanwhile, Willow has mixed emotions as she prepares to leave England and return to Sunnydale.