"Restless" follows the Scooby Gang's victory over the villain Adam by magically joining in "Primeval". The joining has summoned the essence of the First Slayer, and she is not happy about how Buffy is handling the job.
Buffy, Xander, Willow, and Giles meet at Buffy's to relax with videos, one of them Apocalypse Now. They fall asleep before they even get through the FBI warning and are confronted by the First Slayer in their dreams. Each of the four Scoobies experience vivid dreams.
The episode begins with Willow painting Sappho's love poem, Hymn to Aphrodite, in Greek onto Tara's back; she is then faced with the opening performance of Death of a Salesman, featuring Riley as the cowboy, as part of a drama class she signed up for. Willow realizes with increasing uneasiness that she knows neither her lines nor her role. Buffy then takes Willow to stand in front of a classroom in the same nerdy clothes she wore in "Welcome to the Hellmouth" and "The Harvest". Xander mocks her as she nervously begins her book review. Oz and Tara flirt with each other while watching Willow do her book report. Willow has the life sucked out of her by the First Slayer in front of the class.
In the longest dream, Xander wakes on Buffy's couch to find a bizarrely altered version of Apocalypse Now playing on the television. After excusing himself to use the restroom, he finds himself the object of an attempted seduction by Joyce. He then meets Buffy, Giles, and Spike in a playground where Giles tells him that Spike is being trained as a Watcher, switches to an ice-cream truck with Anya where Willow and Tara (wearing skimpy clothing and cheesy make-up suited to porn-film "lesbians") make a pass at him in the back. Xander comes across Giles, who starts revealing the reason for the dream, but then starts speaking French. A reenactment of the Apocalypse Now scene with Colonel Walter Kurtz turned into a discussion between Xander and Principal Snyder follows. Finally, Xander has his heart torn out by the First Slayer in the guise of his father.
Giles swings a watch in front of Buffy, sitting on a chair in Giles' apartment, which is bare of everything, except the chair and a bed upstairs. She laughs, and Giles' dream cuts to a family scene with Buffy and his girlfriend Olivia at a fairground. Quicker than the others to understand that something is wrong, he confronts Spike, who is posing for a photo-shoot in his crypt. In The Bronze, he meets Anya failing as a stand-up comedian and Xander and Willow, who warn him of their attacker. He breaks out into song, giving suggestions on how to deal with what hunts them, but when the sound system breaks down, he crawls backstage. He begins to realize his pursuer is the First Slayer, just in time for her to scalp him.
In the final dream sequence, Buffy is woken by Anya in Buffy & Willow's dorm room, only to switch to her own room at home where she talks to Tara. At the old school, Buffy talks to her mother who lives in the walls, then meets Riley at the Initiative. He has been promoted to Surgeon General and is drawing up plans with the human Adam for world domination through coffee makers that think. The three of them are interrupted by a demon attack, and Riley and Adam leave to create a pillow fort for protection. When Buffy finds her weapons bag, the only thing in it is mud, which she smears on her face. Transported to the desert, she finally confronts The First Slayer, who uses Tara for her voice. The First Slayer tells Buffy that she cannot have friends and must work alone, which Buffy rejects. The Slayers fight in the desert and then in Buffy's living room next to her dying friends until Buffy realizes that she can stop the fight mentally. The First Slayer vanishes and everybody wakes up when Buffy starts talking about hair care.
Special characters and interactions
During the dream phases, the characters are able to communicate with each other to some extent and warn each other. Tara, usually in the background of the group's activities, here acts as sort of a guide in each dream. "I was borrowed," she tells Buffy. When Xander's dream includes potentially-erotic action (dream-Joyce, then dream-Willow and Tara, making passes at him), the characters' mouths don't move to match the dialogue.
However, the most distinctive and probably nonsensical character of "Restless" is the Cheese Man, appearing in all the dreams and offering slices of cheese together with cryptic advice ("I wear the cheese; the cheese does not wear me", "The cheese will not protect you") to the dreamers and then disappearing. Whedon states in the episode commentary that since almost everything else in the episode has some sort of symbolic significance, he wanted to add an element that was completely meaningless and nonsensical. The Cheese Man appears again briefly in the season seven episode "Storyteller".