Buffy has a nightmare of The Master killing her. Her mother wakes her up and confirms that her father will be coming to visit for the weekend.
A classmate of Buffy's, Wendell, opens up his book and spiders appear. As the class freaks out, the spiders swarm him and he screams out for help.
Buffy notices a little boy standing at the doorway staring at them all.
The Master senses something is going to happen above on Sunnydale. He prepares himself to face his fears and seize the opportunity for when it emerges.
Buffy worries her father won't show up to spend the weekend with her. Joyce reassures her that she shouldn't worry, even though she can tell Buffy has been having bad dreams.
Xander isn't worried about the spiders, but Buffy and Willow are curious. They interrogate Wendell and he reveals that he's had nightmares about them covering him before. But in reality, he loves spiders.
Cordelia reminds Buffy they have a history pop quiz. She hasn't studied at all. The test strangely flies by quickly and she hasn't filled out any answers, including her name.
Laura, a girl at Sunnydale High, goes down into the basement to smoke a cigarette. A mysterious monster, the Ugly Man, goes after her and attacks her. Laura reveals that her attacker said "Lucky 19" before hitting her.
The doctor reveals Laura is the second victim from this attack. The first victim, a little boy, was left in a coma after the attack.
A gang member at Sunnydale High is embarrassed when his mom visits and kisses him. Xander enters a classroom and he is nude except for his boxers. He runs away in fear.
Giles is not able to read any of his five language. The words in front of him look like gibberish. Buffy notices a photo of the little boy appearing around school. It's Billy Palmer, the first coma victim from the attack.
Hank Summers, Buffy's father, arrives to Sunnydale High early to talk to her. He informs her that he isn't going to spend time with her during the weekend. He blames her for his divorce with Joyce and he wants to end his parental relationship with Buffy.
Willow realizes that everyone's nightmares are coming to life. Giles connects them to Billy; him being in a coma is bringing out the nightmare world into the real world.
Cordelia's nightmare starts coming to life: she has bad hair.
Buffy finds Billy and he warns her that the Ugly Man is searching for him. The demon starts fighting with Buffy and she makes her escape.
Willow notices Cordelia being dragged by nerds into the chess club. She hears a voice and heads down into the basement. Someone pulls her by the shoulder.
Buffy and Billy run away from the Ugly Man and enter into a dark cemetery.
Willow is pulled into her greatest fear of singing live in front of a stage.
Xander gets chased by a knife-wielding killer clown.
The Master appears in the dark cemetery and reveals he is there because Buffy fears him. He throws her into an empty grave and buries her alive.
Giles, Willow and Xander runs away from the killer clown. Xander, tired of running, confronts the clown and punches him.
Giles's big fear is seeing Buffy die; he mourns her at Buffy's gravestone. Buffy rises from the grave as a vampire. Being a vampire is one of her biggest nightmares. She pulls it together long enough for the group to try and wake Billy up.
They head to the hospital to try to wake Billy. Vampire Buffy fights the Ugly Man and knocks him out. After some encouragement, Billy removes the Ugly Man's mask and everything goes back to normal.
Billy's attacker is revealed to be his Kiddie-league coach. The coach is apprehended.
Most of the events experienced by the Scoobies were revealed to be nightmares, so everything is returned to normal. Buffy's father arrives to spend the weekend together.