Basically, "Listening to Fear" revolves around a cockroach-y looking demon from outer space, called the Quellor, crash landing in Sunnydale. It's been called on by Ben to seek out the crazy people in town and kill them. (I guess he wants to stymie Glory by taking her brain-sucked army, but really the episode leaves his motivations kinna vague.) Anyway, Joyce is in the hospital and has been diagnosed with a brain tumor. She'll need an operation, but in the meantime the tumor is pressing against her brain and causing her to hallucinate. Buffy takes her mom home to recover, while the Scoobies hunt the Quellor. Riley and his pals the army guys are also on its tail. They track it to Buffy's house, where the Quellor is already attacking the Summers family and Spike.
There are some good parts to this episode. I like Xander and Giles "Killer Snot Monster from Outer Space" conversation. It sort of sounds like an MST3K movie title, to me. And I think it's sweet that Buffy and Dawn are spending so much time with Joyce in the hospital. This season really shows the relationship between Buffy and Joyce moving from a strictly parent/child dynamic to an even deeper bond of friendship and trust. Also, Spike stealing stuff from the Summers' basement is pretty funny. And his yelp of surprise and fear when the Quellor demon leaps out at him always makes me laugh. Why did it go after him like that, though? Buffy attacked it, so I get why it tried to fight her. But, why did the Quellor seem to fling itself at Spike? It's only suppose to attack people "outside reality" or whatever, right? Maybe it has something to do with little golden fish stuff Dru saw swimming around his head, back in "Fool for Love." Maybe the Quellor could sense whatever makes Spike "different" than other vampires. Able to feel and change. Or maybe I'm just reaching. Either way, I like thinking about it.
Sometimes, when I'm watching BTVS and feeling especially annoyed at Dawn, I also wonder if she's the cause of Joyce's illness. Maybe, when the monks were implanting all the fake "Dawn" memories, they damaged something in Joyce's head. Caused some random cell to mutate and grow into a life threatening brain tumor. I don't have a lot to back up that idea and it's certainly never addressed on BTVS. But, if I had to argue my pet-theory in an critical way, I'd cite Joyce's behavior in this episode. Joyce drifts between reality and delusion in "Listening to Fear." As her tumor pushes against her brain, she hallucinates, talking to people who aren't there and saying un-Joyce like things. But, when she looks at Dawn, she'll sometimes get a very clear look on her face and ask "Who are you?" This isn't the ranting to the recently brain-sucked over at Sunnydale General. This seems more like Joyce seeing through the fake memories and knowing that Dawn just shouldn't be there. She doesn't see Dawn as a glowy ball of light or the Key. She sees her as a stranger. I think that somehow, the implanted memories didn't "take" right in Joyce. Maybe they caused the tumor. Or maybe the tumor was already there, making her brain different and hindering the monks' efforts. Either way, Joyce is the only person in Sunnydale who figures out the truth about Dawn without being told. She has no idea what Dawn is, but she knows that she isn't her daughter. When she talks to Buffy at the end of the episode, she explains that her knowledge of Dawn's new place in the world, came to her like "truth." The Quellor demon might try to kill Joyce, but in actuality Joyce isn't crazy or "outside reality." Joyce is the only one who can still see "reality," in fact. She's the only one who can remember a world without Dawn.
On the down side, I don't like the whole "outer space" thing about this episode. It's a little too X-File-y for my tastes. Also, I guess that Ben wanted to get rid of all the brain sucked people so that they couldn't help Glory, but still... It seems a little harsh to just have them killed.
My favorite part of the episode: Willow playing tiny, Jewish, Santa.