In Istanbul a woman runs through some back alleys, desperately trying to escape from some robed figures who run after her. She climbs onto a roof, but is knocked down to the ground, stunned, where she is overpowered by the figures. One of them unsheathes a knife, and apparently plunges it into her chest (the camera cuts before showing the actual meeting of knife to body, but it's a safe assumption).
A newly born vampire starts to dig himself out of his grave, while Buffy and Dawn watch. Buffy is taking Dawn on a training run. She tells Dawn not to let a stake allow her to forget that vampires, being demons, are stronger and more skilled than she could ever be. The newborn vampire breaks into this conversation to ask for their help his foot is stuck on something, and he can't free himself from his grave. A slightly incredulous Buffy pulls him out with one hand, whereupon he tries to attack her, but she quickly rebuffs him, and instead tells him to try Dawn. Dawn is fairly successful in fending him off for a while, but after an attempted staking misses the heart, he overpowers her, and she is forced to cry for Buffy's help. Buffy easily dispatches the vampire. She tells Dawn not to feel too bad, since she did fairly well, and besides on Buffy's first time out she missed the heart too. Dawn is pleased. Conversation turns to the sisters' trepidation over something unnamed, which Buffy feels is a great source of evil.
The source of Buffy's fear, it turns out, is a new and improved Sunnydale High School built on the same ground as the old school, which has just opened.
In Westbury, England, Giles is riding a horse. He then goes on foot to a tree under which Willow is sitting. Willow makes a purple flower grow almost instantaneously from the ground. Giles notes that the flower is a native of Paraguay. Willow tells him that all the earth is connected, which is how she brought the flower there from Paraguay. Giles tells her she sounds like Ms. Hartness, who is teaching Willow in fact, Willow should be in a lesson right now. Willow apologizes, and talks about the entire coven seeming to be afraid of her. Giles says they are just cautious, and Willow should understand that, to which Willow replies that she doesn't think she has much power anymore. Giles tells her that whether she feels it or not, she is connected to a great power; it is inside her, not an addiction or hobby anymore, and cannot be removed. She is responsible for it, and people may always be afraid of her. He asks Willow if she can handle that. She says she deserves a lot worse; she killed people. She thought Giles planned to kill her, or lock her up, or torture her, when he brought her to England; instead of which he has been teaching her. He asks if she wants to be punished; she says plaintively that she just wants to be Willow.
Xander pulls up outside the Summers house in a nice new car, wearing a suit, and Buffy lets him in. She is hassling Dawn to get ready for school Xander is here to give her a lift. Buffy complains that due to money concerns, she can't transfer Dawn to a school other than Sunnydale High. Xander shows Buffy some plans he brought inside with him for the old and the new high school buildings. It seems the construction company Xander works for built the new school, and he was a foreman on the project. They compare the plans, and note that the Hellmouth, which used to be located under the library, is now under the principal's office. Dawn, who comes into the room, wonders if that means the new principal is evil; Buffy says either that or in a lot of trouble. Buffy gives an excited Dawn a present, which she describes as "a weapon."
The three of them arrive at the school in Xander's car. Buffy tells him she is going to take Dawn to class, and then have a look around. Xander tells her he'll be on site (construction on the new school hasn't quite finished yet), in case she has any needs. Buffy and Dawn get out, and he drives off. Buffy starts to warn Dawn about evil things that could happen, obviously not for the first time, and Dawn gets impatient. Buffy tells her the school is evil; a man overhears this and comments that "it's tough to let them go." He introduces himself as Principal Robin Wood. Buffy introduces herself and Dawn, and comments that she expected him to be older; Principal Wood remarks that she in turn seems a bit young to have such a grownup daughter. Buffy, highly disturbed, corrects him, and blames the mistake on her "mom-hair." The principal reveals he has heard of Buffy, before stating he has to get back to work, and leaves. Dawn too walks off Buffy tries to warn Dawn yet again, but Dawn impatiently waves her off.
Buffy snoops around the school, obviously on edge. A male student throws a basketball at a locker, and hurries off after catching it. Buffy follows him, but he has disappeared probably down to the basement, the entrance of which is nearby, although Buffy doesn't seem to notice it.
Dawn is in class; but she has no one to talk to. The teacher decides that everyone should introduce themselves.
Buffy walks into the bathroom. She frets over her "mom-hair" in the mirror. She spots some kind of talisman next to the sink and picks it up. As she looks up to the mirror, a zombie woman appears to be standing behind her. The zombie tells Buffy that she can't "protect her," as she "couldn't protect me," but when Buffy spins around to face the zombie, there's nothing there. A zombie man suddenly lunges from nowhere to shout at Buffy to get out, causing Buffy to drop the talisman. He disappears too, and Buffy is left alone and freaked out in the bathroom.
Dawn is standing up, introducing herself to the class. It's going well, due to some jokes she cracks, until Buffy bursts into the class room shouting that it's not safe. As everyone stares at Buffy, she sheepishly leaves. Dawn looks mortified as she tells the class that she also has a sister.
A band consisting of a male and female couple are playing at the Expresso Pump as Halfrek and Anya watch. The song appears to be a love song aimed at each other, and Halfrek and Anya mock them; Anya says that in six weeks the woman will be calling on her. Halfrek sarcastically says that the man better run for cover. When Anya asks what Halfrek means by this, Halfrek tells her that D'Hoffryn and the whole order now view her as too soft. Halfrek mentions a recent instance where a woman scorned asked Anya to turn her husband into a frog Anya made him French! Anya tries, but fails, to defend herself. Halfrek tells her that something bad is coming, and D'Hoffryn and the even the Lower Beings are feeling the heat; it's a "bad time to be a good guy."
Buffy goes to Xander, who's supervising some work. She tells him about her encounters; noting that zombies can't disappear like that, whereas ghosts can't touch you. She tells Xander she probably destroyed Dawn's social life. She doesn't think the rebuilding of the school is a coincidence; it must mean something.
A classmate asks Dawn for a pencil; but when she hands him one, he's turned into one of those zombie-ghosts, and stabs her in the eye with the pencil. Dawn falls to the floor screaming, and as everyone turns to look, Dawn realizes that in fact she is unharmed. She claims a bee flew into her eye, and excuses herself to the bathroom. A male student notes that "it runs in the family."
In the bathroom, Dawn goes into a cubicle and sits down, but she starts to hear noises.
Buffy bumps, literally, into Principal Wood while hurrying through the corridors of the school. The principal wonders why she's still there; Buffy replies that she is checking whether it's safe for Dawn.
Dawn cautiously opens the cubicles one by one. In the last one she finds a girl cowering. The girl says someone is in there with them. Dawn says it is just her; the girl disagrees. Dawn offers to take the girl out for some air. She introduces herself, as does the girl, whose name is Kit. Dawn asks Kit what she saw, Kit tells her she wouldn't believe it, but Dawn figures she probably would. As they face the mirror, they see three of the zombie-ghosts standing behind them. They spin round, and the zombies have gone, but the ceiling lights explode, and hands burst through the floor grabbing the girls. A portion of the floor collapses; Dawn and Kit fall through it.
Giles is holding Willow, who is on the ground having some kind of fit. As the fit subsides, she tells Giles she felt the earth. She says it's all connected, but it's not all good. She saw the teeth of the earth the Hellmouth in fact, and she predicts that it's going to open, and swallow them all.
Kit and Dawn come to in a pile of rubble, in the basement. Bruised and slightly dazed, they go to look for a staircase.
Principal Wood tells Buffy the school board recommended he read her file, which he found quite the page turner. Buffy defends herself, claiming there "were factors."
Dawn asks Kit what she saw in the bathroom. Kit tells her she saw a dead girl, who told her that everyone dies there, and they would too. Dawn remarks that she had only been concerned about not fitting in. They run into a boy, the same boy whom Buffy earlier pursued. He says he came down for a smoke, but saw a dead janitor who shouted at him, and he ran away like a girl. He doesn't know where he came in, and the three of them head off to search for the stairs. But the dead janitor appears behind them. He tells them they can't run away, as the two other zombie-ghosts, the girl and the nerd who stabbed Dawn, appear from other directions. Dawn takes out her the "weapon" Buffy gave her it's a cell phone.
Principal Wood says it's clear that Dawn looks up to Buffy, which is great; but Buffy eagerly says that Dawn is a troublemaker and should be expelled or suspended. He wants to give Dawn a chance. Buffy's cell phone goes off, loudly, prompting Principal Wood to note that cell phones aren't allowed on campus. Buffy ignores him to answer it, as Dawn talks to her, telling Buffy what has happened, and noting that the reception is great given that she's in a basement. Principal Wood misunderstands the snippets he overhears, and after Buffy tells him that it's her dog walker on the other end, he thinks three of her dogs just died; to which he offers his condolences. Buffy runs off.
Dawn tells Kit and the boy, Carlos, that help is on its way. Dawn notices that the zombie-ghosts have disappeared again, and as she wonders where they've gone, one suddenly grabs her by the neck.
Buffy runs into the bathroom, and leaps down the hole in the floor to the basement. She walks down a few corridors before deciding to try the cell phone again, but it's the janitor zombie who answers. As she turns a corner, she finds the janitor. She demands to know what he wants. The nerd zombie walks up next to the janitor, saying he wants Dawn as his girlfriend. Buffy says he's got the wrong sister Buffy's the one who dates dead guys, except "they were hotties." The zombie girl approaches, blaming Buffy for her death (ripped apart by a werewolf) as the others start to chime in, also blaming Buffy for not saving them. Buffy cuts them off, telling them she's sorry for them, but she doesn't care, she only wants to know where Dawn is. The janitor tells her they only want to Buffy to leave, so they can rest again. Buffy, noting that all three are between her and a particular door, says she actually thinks all they want is to stop her going through the door. She starts to fight them, eventually overpowering them and running for the door. Spike opens it from the other side. Buffy stops, stunned to see him.
Spike looks a mess, and obviously hasn't been bleaching his hair. Buffy asks if it's really him; he bursts out laughing at that. He gently tells her to duck, but she doesn't understand until the janitor zombie hits her from behind with an iron bar. She recovers and forces him back out of the door, and slams it shut. She thinks the zombies will come in here, but Spike says no one comes in here "it's just the three of us." Buffy doesn't appear to notice his count, and asks him if he's seen Dawn. He shouts at her that he's trying, but he's not a good study. He babbles at Buffy, and she is disturbed, particularly when she pulls aside his open shirt to reveal deep gouges over his heart. Spike tells her he tried to cut it out. Her phone rings; it's Dawn, who asks where Buffy is. Buffy asks Dawn the same question. She tells Dawn she can't figure what these things are, to which Spike, slightly sneering, states that they are manifest spirits, raised and controlled by a talisman to seek vengeance; something which "a four-year old could figure" out. Dawns hears something of this, and asks who it is; Buffy doesn't say, but tells her to get a weapon, and hangs up. She asks if Spike will help her; he tells her to leave, before rambling about something being in the walls. Buffy says she'll get back to him, clearly unnerved by his apparent madness. She pulls the door open and walks out, calling for the "resentful dead guys." She suddenly remembers the talisman she saw in the bathroom, and calls Xander on the phone.
Carlos finds a couple of bricks, which Dawn puts in Kit's bag, as Buffy looks for them. The spirits appear, telling them that the three of them will never leave and that no one will miss them. Dawn hits the girl spirit with the brick-laden bag, but the janitor spirit floors her with a punch.
Buffy hears Dawn's screaming, and starts to run towards them.
Xander runs into the bathroom, and almost into the gaping hole in the floor. His first thought is that this will be a good contract, but he reminds himself to focus on finding the talisman.
The janitor is about to kill Dawn when Buffy runs in and takes them on. She tells Dawn she just needs to keep them at bay, which she does by handily whipping around the weighted bag.
Xander finds the talisman on the floor, and picks it up. The girl spirit attacks him from behind, leaping onto his back.
Buffy keeps beating the spirits down, but they keep getting back up. The janitor spirit mockingly asks her what she's going to do kill them?
Despite the girl spirit's best efforts, Xander manages to snap the talisman in half, causing the girl spirit to dissolve into yellow smoke.
The other two spirits still with Buffy dissolve likewise. Buffy says the talisman must have been destroyed. When Dawn asks her how she knew there was a talisman, Buffy simply says, "There's always a talisman." As the group head off to find a way out, Dawn says she is now convinced of Buffy's opinions about the school being evil; it hasn't changed. Buffy thinks it has it seems smaller.
Back in the corridor upstairs, Buffy tells Dawn, Kit, and Carlos that they will be okay, but they should think about sticking together. Kit thanks and hugs Buffy. Carlos thanks Buffy too, and compliments her as being "the coolest mom ever." Dawn goes wide eyed, and hurries off with the two of them to class, as Buffy looks horrified and touches her "mom-hair" again. Principal Wood walks up to Buffy, and says that Kit and Carlos's files are almost as thick as Buffy's was. He is impressed that Buffy got them hugging and socializing, and apparently even going to class. He asks Buffy if perhaps she would consider being a counsellor, someone close to the students' age for them to talk to. He says it would only be for a couple of days a week, and wouldn't pay much, but Buffy eagerly accepts; Principal Wood can barely believe it, although he is very pleased.
Spike is crouched hugging himself on the floor of the room Buffy left him in. He says he had a speech memorized, but she wouldn't understand. Warren walks around him, saying of course she wouldn't understand, she's only a girl, whereas he (Warren) is much more than that. As he continues this line of thought, he morphs into Glory. She says there isn't a word fabulous enough for her, and her name will be on everyone's lips, assuming their lips haven't been torn off. But not just yet; she morphs into Adam, and he continues that that's OK, he can be patient. Everything is well within parameters and where he wants it, including Spike. He starts to crouch, but it is the Mayor we see next to Spike. He tells Spike that souls are slipperier than a "greased weasel," that's why he sold his. He asks Spike if he thought his soul would make him his own man, which he respects; but he morphs into Drusilla who tells Spike he'll never be his own man. She says they're going right back to the beginning, and as she stands up, she morphs into The Master. He says they're going back to the true beginning, and the next few months will be quite a ride. He says they'll all learn something about themselves, and Spike will learn that he's a pathetic schmuck. The Master mocks him for trying to do what's right, and says it isn't about what's right or wrong. When Spike looks up, it appears to be Buffy who is standing over him; she explains: "It's about power."
Synopsis written by Elliot.