Spike mopes at the Bronze, Buffy walks through a cemetery, Willow struggles to stay awake at the library and Dawn returns home from school to an empty house. Buffy finds a fresh grave with a vampire rising and it all begins. Jonathan and Andrew drive back into Sunnydale, returning from Mexico. They've been having nightmares about this something that will devour from beneath. In the cemetery, Buffy fights with the newly risen vampire until he stops, recognizing her from high school. Back at the Summers' house, Dawn enjoys a pizza while checking out Buffy's clothes and damaging the house as she plays with Buffy's weapons. While at the library, the ghostly form of Cassie pays Willow a visit.
Dawn talks with a friend while watching a scary movie. She hears several loud thumps and then the door blows open with a fierce wind. The previously muted TV suddenly starts to play sound again and frightened, Dawn unplugs it, but it doesn't turn off. Music starts to blare from stereos and Dawn finally takes an ax to the TV and stereo systems. A radio in the kitchen continues to play and the microwave glows and smokes before exploding. Dawn cowers in a corner as the radio continues to play and Joyce's voice is heard calling Dawn's name. The vampire, Holden Webster, tries to remind Buffy of their time together in high school, but they weren't the closest of friends and it takes her a while. They start to chat about life since high school, putting aside their destiny to try and kill each other for the moment. Holden talks to her about some of their former classmates and their current roles as vampire and Slayer.
Dawn panics and tries to call Buffy, but she doesn't answer the phone. Joyce's dead body appears on the couch behind Dawn and as the lights flash, furniture is rearranged and put back and a message is written in blood on the wall. Dawn asks the ghost questions to be answered by knocking sounds for yes or no. She finds it is her mother, but she's not okay and she's not alone. The house shakes violently and Dawn freaks out some more. Jonathan and Andrew sneak into the new Sunnydale High School with intent to find something that will help them save Sunnydale and hopefully earn them entrance into the Scooby Gang.
They split up and once Andrew is alone, he encounters Warren. Warren reminds Andrew that his death was part of the plan and that they need to stay calm until Jonathan has served his purpose for them. Willow wonders why she can't see Tara personally and finds that because she killed people, she's not allowed to see Tara. Willow talks to Tara through Cassie, professing her love and how much she misses Tara. Cassie relays messages back from Tara, giving Willow a little hope. Holden analyzes Buffy's life and her struggles with romance, but he knows they have to get back to the fighting soon. They continue to talk about Buffy's superiority complex and how it relates to her parents' divorce and her own personal difficulties making a relationship work. She doesn't think she has such a complex, but she starts to open up about her last relationship and Holden uses the opportunity to hit her with a statue. He leans in for the bite, but Buffy regains her composure and the fight is back on.
Dawn tries to talk to the evil spirit haunting the house and supposedly holding her mother captive. She can see a strange figure holding her Mom down on the couch and it swings an ax at Dawn. The figure wants her out of the house, but Dawn refuses to leave. Jonathan and Andrew search through the basement of the school and head into a room after Andrew receives a hint from Warren. Following their blueprints, they start to dig into the ground. Buffy pins Holden down and is about to stake him when he comments on her motivation and she's thrown for a loop. He questions and correctly guesses that her last relationship was with a vampire, earning him the chance to ask more questions as part of a deal.
Meanwhile, Spike walks a woman he met at the Bronze to her home and they stop to talk outside. Willow talks to Cassie about everything that happened after Tara was shot. Willow is warned not to use magic again because of the danger it poses. Willow promises not to use magic again and hurt people like that again, but Tara says she will; she's going to kill everyone. Andrew and Jonathan dig together and Jonathan talks about how much he misses high school and his fellow students. Andrew chimes in, saying that none of Jonathan's fellow students care about him. Dawn tries to perform a spell to cast the spirit out of the house, but it fights her attempts furiously. She's tossed around and cut and all of the windows in the living room shatter.
Buffy continues to confide in Holden about her feelings. She thinks that because she's the Slayer, her friends and family don't understand her and never will. Defeated by the truth, she realizes that she does have a superiority complex. They get ready to fight again when Buffy mentions Spike's name as the vampire she was involved with and it catches Holden's attention. Dawn struggles against the wind and the violent spirit, but she manages to succeed in expelling it from the house. Weakened, Dawn collapses to the ground as a glowing, angelic figure of her mother appears in the room. Cassie tells Willow that she only has two options: never perform magic again, or kill herself. The second option alerts Willow to the fact that Cassie isn't who she says she is and she was never talking to Tara.
Holden tells Buffy that Spike sired him while across town, Spike viciously bites into the woman's neck. Joyce's spirit warns Dawn about impending danger and how when it happens, Buffy won't be there to protect Dawn; she'll be Dawn's enemy. Jonathan looks up to see Warren standing behind Andrew just before Andrew shoves a knife into Jonathan's stomach. Cassie taunts Willow and it doesn't take long before Willow realizes Cassie is representing the thing that will devour everyone from below. Cassie explains that the end will be monumental before she morphs into a mouthy monster then disappears. Jonathan falls dead onto the symbol, Spike drops the woman's dead body to the ground and Buffy finally stakes vampire guy.
