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As the hospital-bound Joyce (Kristine Sutherland) continues to battle her brain cancer, she's unaware that several of her fellow patients are people driven insane by having their mental energy devoured by the ravenous Glory (Clare Kramer). One such unfortunate tells Dawn (Michelle Trachtenberg) that there's nobody inside of her, but Buffy (Sarah Michelle Gellar) -- eager to protect her sister from the truth that she's actually the human incarnation of the mystical Key that Glory seeks -- reassures the girl that the patient's ramblings mean nothing. Soon, though, the sisters become concerned about their own mother's sanity when the cancer causes Joyce to experience bouts of dementia. Even more acute danger presents itself when an apparent UFO sighting by Willow (Alyson Hannigan) and Tara (Amber Benson) turns out to be the arrival of a demon whose breed feeds exclusively on the insane. Xander (Nicholas Brendon) suspects that Glory summoned the demon, but the truth turns out to be more surprising. Meanwhile, the mental patient who unnerved Dawn becomes the creature's first victim. Then Joyce, who has returned home to await surgery, almost falls victim to it in her own bedroom. Buffy defeats the beast with help from Dawn -- and from Spike (James Marsters), who just happens to be in the Summers' basement filching photographs of his beloved Slayer. After the dust settles, a less loopy Joyce tells Buffy that in her altered mental state, she was able to recognize the truth about Dawn. Nonetheless, she declares that Dawn is precious to the world and that Buffy must protect her -- especially if something happens to Joyce. As the Scoobies watch forlornly, Joyce heads into surgery. Meanwhile, Riley remains convinced he's being shut out of Buffy's life and continues his kinky vampire encounters. Originally broadcast November 28, 2000, on the WB network, "Listening To Fear" marked episode 87 of the cult-favorite series.