In Istanbul, a young woman runs for her life as several cloaked men chase after her. They eventually capture her and hold her as a knife is raised and plunged down above her. Back in Sunnydale, Buffy lectures Dawn about "power" in slaying as a new vampire tries to rise from his grave. Dawn is a bit overconfident and gets in a bit of trouble when Buffy lets her try to slay the fledgling. Buffy saves her sister and as the two leave the graveyard, they talk about the great horrible threat of the return of Sunnydale High School. In Westbury, England, Giles rides a horse through a field to find Willow sitting in the grass, making a flower grow out of the ground. They talk about how the Coven has been teaching Willow to deal with her magic, but Willow knows they are all very afraid of her power.
Clad in a business suit, Xander arrives at the Summers house. In attempts to calm Buffy's nerves, Xander reviews the plans for the newly rebuilt Sunnydale High, confirming that every possible effort was taken to make sure the school was as guarded against evil as possible. He also reveals that the Hellmouth is located under the principal's office now instead of the library. Buffy checks to make sure Dawn is ready for the first day of school and gives her sister a special "weapon." Xander drops the Summers girls off at the new school and as Buffy tries to let go of her own personal experiences at the high school. The new principal, Robin Wood, welcomes them and then Buffy lets Dawn go off on her own.
After the students have started their classes, Buffy walks alone around the school's quiet and empty halls until a basketball is thrown across her path into a locker. She follows the young teen that threw it, but looses track of him. In the bathroom, Buffy finds a strange object on the counter and then two creatures appear to her briefly and try to scare her away. Dawn introduces herself to the class, but is interrupted by her overreactive sister who barges into the class announcing that it's not safe for them. Realizing her mistake, Buffy tries fix it, but the damage to Dawn's social life has been done.
Anya and Hallie have drinks at the coffee house while they watch a couple of singers perform. Hallie points out that Anya is losing her "evil" touch and that she needs to start acting more like a Vengeance demon because something evil and incredibly old is about to surface and Anya cannot afford to be borderline evil. Buffy reports to Xander about what she saw in the bathroom and worries that the return of Sunnydale High School is a sign of something bad. A student asks Dawn for a pencil and Dawn hands him one only to have the student be a zombie creature that stabs her in the face with the pencil. Dawn freaks out and as all eyes in the classroom turn on her, she realizes she's not injured and excuses herself to the bathroom to recover from the second major embarrassment of the day.
Dawn finds another student in the bathroom crying in one of the stalls because she thinks there are others in the bathroom with them. Dawn tries to comfort and befriend the girl, Kit, but the zombie creatures appear in the mirrors and the girls are pulled through the bathroom floor to the basement below. Meanwhile, Principal Wood finds Buffy roaming the halls and starts up a conversation about Buffy and her history at the school. In England, Willow suddenly starts to freak out and Giles tries to comfort her. She reveals that she felt evil from the earth, specifically the Hellmouth reopening.
Kit wakes Dawn and as the two search for an escape from the basement, they run into another living student, Carlos. Before they can get to know each other or find the way out, a janitor and two student zombie creatures surround them and offer threats and cryptic warnings about there not being an escape or help for them. Buffy tries to explain her colorful record to the principal and out of fear for her sister, attempts to convince him that Dawn's trouble and doesn't belong at the school. After receiving a cell phone call from Dawn, Buffy finds her way to the basement to rescue her sister. While waiting for her sister to find them, Dawn is grabbed by one of the creatures. Buffy runs into the creatures and learns that they're all mad at her for her failure to save them from their deaths. Buffy is more concerned with finding Dawn and suspects they're trying to keep her from the door behind them, so she fights with them until she gets past.
Instead of finding her sister behind the door though, she encounters Spike. She's stunned and wonders if he's real, but the zombies attack and interrupt. Temporarily rid of the spirits, Buffy focuses on Spike, but he only speaks crazy nonsense that she doesn't understand. Upon closer examination, she finds that his chest is cut up and he explains that he attempted to cut "it" out. While Buffy talks with Dawn on her cell phone, Spike reveals that the zombie creatures are manifest spirits and that a talisman is responsible for their vengeful actions. Still confused by him, Buffy rushes off to find Dawn. Remembering the object she saw in the bathroom, Buffy calls Xander on her cell phone. Dawn and the others put together a weapon with Kit's bag and a couple of bricks just in time for the creatures to appear and attack.
Xander makes his way to the girls bathroom and is momentarily pleased to find the large hole in the ground for him to fix later. Buffy finds Dawn and fights off the spirits while she waits for Xander to find the talisman in the bathroom. He does, despite an attack from one of the spirits, and breaks it just in time. Finally back upstairs, Buffy offers some advice to Dawn, Carlos and Kit and the three head off to class together. The principal is impressed with her ability to communicate with the troublemakers, Kit and Carlos. He offers Buffy a low-paying job as a counselor who can reach the students on their own level and Buffy eagerly agrees.
Spike talks out loud seemingly about what he could have done when he saw Buffy and how she'll never understand him. It's revealed that he's not alone as Warren appears and talks to him about how Buffy cannot understand what he is. Warren morphs into Glory who warns that soon she'll be the talk of the world. Glory turns into Adam who announces that everyone is where they should be. The Mayor is the next figure who comments about Spike's soul and then he turns into Drusilla, who proclaims that Spike belongs to her. She turns into the Master, who explains there will be a return to the real beginning in the eventual future. Finally, the figure morphs into Buffy who reveals, "It's about power."
