Something strange is affot in Sunnydale, whilst in class spiders emerge as if from nowhere and attack a boy. Xander and Willow talk to him and discover that it isn't the first time this has happened. It had happened before lots of times, but only in Nightmares.

Confused by what is going on Xander and Willow continue to the next class, but on walking theough the door Xander's clothes dissapear leaving him in only his underwear, much to the amusement of students within the class.

Xander and Willow's next stop is the Library to see Giles, who is having his own problems, first by getting lost in the stacks and then by forgetting how to read. The three work out that the Nightmares of people are becoming reality and given to what Buffy dreams about, they should find a solution as soon as possible.

Buffy is confonted by her father who tells her that it is because of her that her parents divorced. Although devastated by the news Buffy see's the same child that she saw in class, when Wendell was attacked by spiders.

Buffy discovers a boy called Billy, or rather his astral projection and attempts to find the others, but is led to the cemetary where she encounters her nightmare, "The Master".

After Willow escapes the singing onstage and Xander confronts his fear of clowns they discover Buffy's grave. Giles nightmare appears to have become a reality and the Slayer is dead. Buffy claws through the soil and is glad she survived her encounter with The Master.

Giles and the others are shocked to see that Buffy has become a vampire.

The chaos ends when they get Billy to confront the creature he has been running from. He awakens from a coma and the world returns to normal.