Drusilla nearly attacks a boy at a playground until Angel stops her. He offers to let Drusilla leave and she warns him that danger is coming. While standing on a building, Buffy sees them talking in the distance.
Giles agrees to go on a date idea set up by Jenny Calendar.
Buffy, Willow and Xander wonder if the woman night with Angel was a vampire. Buffy's old friend Billy Ford arrives at Sunnydale High and reconnects with her. She invites him out to hang at The Bronze.
Angel and Buffy have an awkward encounter at The Bronze; he lies to her about what he did at night. She leaves with Ford to go for a walk.
A vampire attacks outside of The Bronze and Buffy goes to save the girl. Ford watches her slaying the vampire. He reveals that he already knows about vampires.
Ford goes to a mysterious club. The club is filled with vampire-worshippers.
Angel visits Willow to do some research. He doesn't trust Ford and he wants to make sure something isn't wrong. Willow discovers that Ford isn't registered as a student at Sunnydale High.
Buffy takes Ford out with her on a patrol night. Buffy slays a vampire while Ford lets one go in favor of getting information from him.
Willow, Xander and Angel visit the vampire-worshipping club. Diego, the owner of the club, overhears the Scoobies talking about Ford.
Giles gives Buffy a photo of the supposed dead Drusilla. She confirms that Drusilla is alive. As he's about to enter a room, a vampire breaks through and runs away with a book. The vampire is the one Ford said he killed.
Ford visits Spike and Drusilla. He makes a deal to be turned into a vampire in exchange for giving them the Slayer.
Angel visits Buffy to warn her about Ford. He tells her the truth about everything, including turning Drusilla into a vampire.
Ford asks Buffy out for a special surprise. She agrees cautiously and the other Scoobies warn her of the potential danger of Ford.
Buffy surprises the vampire-worshipping cult at the club. She realizes Ford was going to offer them Buffy in exchange for them turning him into a vampire. The rest of the worshippers want to be turned into vampires too.
The club's door is locked and everyone is trapped inside.
Ford reveals to Buffy that he is dying from brain tumors. He knows that everyone else in the club is going to be killed. She begs him to help her stop the mass murder, but he refuses and knocks her out.
Spike and the other vampires arrive to kill the club members. They start feeding on people, but Buffy grabs onto Drusilla and threatens her life. Spike agrees to let everyone go in favor of keeping Drusilla alive.
Ford is left inside the club when everyone else escapes. He still wants Spike to turn into a vampire.
Buffy arrives at the club and finds Ford dead. She sits over his grave with Giles, paying her respects. A vampire Ford rises from the ground and she stakes him.