A shot from the ceiling in Buffy's and Willow's dorm room. Willow is lying glumly on her bed, listening to depressing music. She hears a polite knock on the door and says, "Come in." Spike slowly swings the door open and enters the room. "Spike!" exclaims Willow and jumps up from the bed. He approaches slowly as she demands to know what he wants. She's terrified and quickly offers to do a spell for him (referring to "Lover's Walk," an episode from last season in which Spike kidnapped Willow to perform a spell to help him get Drusilla back). Spike looks appraisingly around the room and Willow attempts to make a run for the door. He quickly grabs her and throws her across the room where she crashes into her night-stand. Ouch! "I'll give you a choice," Spike says insinuatingly, approaching Willow slowly. "Now, I'm going to kill you, no choice in that, but," and he moves to stand very, very close to her, "I can let you stay dead, or -- bring you back to be like me," and he morphs into his game face. "I -- I'll scream!" blurts Willow, who looks pretty damn scared. "Bonus!" says Spike and goes for her neck. Willow lets out a high-pitched scream and Spike grabs her by her face, turns the music up loudly on her boom box, and throws her down on the bed. As Willow struggles to get away, Spike flips her over onto her back and jumps astride her. She shouts, "No!" and flails at his chest with her fists but, still straddling her, Spike grabs her hands, holds them down, and goes for the bite on her neck. The camera moves out to the dorm hall, where we can hear the music playing in Willow's room and see the other residents unknowingly going about their business. Ugh. This was one of the more disturbing scenes on Buffy I've ever had to sit through.