At the cemetery, Buffy spies Angel talking to a strange girl -- who we recognize as Drusilla, the evil Spike's spaced-out paramour. The next day at school, Buffy runs into an old friend, Billy Fordham. "Ford" has transferred to Sunnydale from their old school (from which Buffy was suspended). Later at the Bronze, Ford admits that he knows she's the slayer. We see him enter a building which is crawling with ghoulish people and find out he is plotting something with them.

Angel, who's gotten a bad vibe from Ford, enlists Willow's help in investigating the kid on the Internet. Meanwhile, Buffy and Ford encounter some vampires on school grounds, and as she runs off to slay one, Ford tells a girl vampire he'll spare her if she'll give him information. When Buffy returns, he pretends that he killed the girl. Even though Willow doesn't find any incriminating evidence against Ford, Angel's still sure he's bad news, and he, Willow and Xander go to Ford's hangout. It seems all these creepy kids are not really undead, but just vampire wannabes. Concerned that the vampires have come to Sunnydale High, Buffy beeps Giles, who's out on a date with Miss Calendar. They all meet at the library, and Buffy spots a picture of Drusilla in Giles' book. Suddenly, a girl vampire runs in, grabs the book and flees -- the vampire Ford said he killed. Back at Spike's lair, Ford enters and offers His Evilness a deal -- if he'll turn Ford into a vampire, Ford will give him Buffy.

Angel finally warns Buffy about Ford. When she confronts him about Dru, he reluctantly reveals that he was responsible for her death -- he had been obsessed with her, and he tortured and killed her. Buffy finally trusts Angel, and agrees to go out with Ford to set him up. When she goes to his hangout he and his friends lock her in. She tries to explain to them that becoming a vampire doesn't mean living eternally, but Ford takes her aside and confides that he has only 6 months to live, and this is the best alternative to death he can find.

At sunset, Spike, Dru and company bust in and start ravaging the group. Buffy grabs Dru and tells Spike she'll kill his girl unless everyone is released. The wannabes are released and Buffy escapes, but leaves Ford inside to the death he prayed for.

As Buffy and Giles chat at the cemetery, Ford pops out of his grave and she slays him as if swatting a fly and goes back to her conversation.