Buffy arrives at her first day at Sunnydale High and makes friends with Willow Rosenberg, a computer nerd, and Xander Harris and Jesse, Xander's best friend. The school librarian, Rupert Giles, is her new Watcher. Out one night at the Bronze, Willow exits with a vampire. Buffy and Xander go after her. They save Willow but not in time for Jesse, who gets dragged of by Darla. Buffy and Luke are fighting, and Buffy's caught in a coffin......

Angel and Buffy have a brief meeting outside the Bronze, where Buffy notices he's has several scratch marks on his arm. The next day at school Dr. Gregory is found dead in the freezer, decapitated. So a substitute teacher is brought in, called Miss French. All males are instantly attracted to her. Several male volunteers, including Xander, volunteer to work with he after school. Miss French turns out to be a Praying Mantis, who mates then feeds, and Xander's on the menu. In comes Buffy who massacres the Praying Mantis. 

While out patrolling Buffy finds a ring left by a vampire she's just dusted, and Giles thinks it's of some importance. The ring is from the order of Aurelius. The next day at school Owen, a boy who's totally smitten by Buffy asks Buffy out to The Bronze. However that night she has to do more patrolling, so the next night they go out. Unfortunately they wind up in a funeral home, where Buffy has to protect the wandering Owen. She does so, but she thinks that she's killed The Anointed One, but he's with the Master...

On a school trip to Sunnydale Zoo, Xander goes to rescue Lance, a bookish boy, who's been forced into the hyena exhibit. Xander and the rest of the bullies are caught in the glare of the hyenas, and begin to laugh, hysterically. The next day at school Xander's different, moodier, more aggressive and confident. A pig is brought in as the new school mascot, and soon he is found dead, rather eaten. It seemed at the zoo the spirits of the hyenas was transported into the bodies of Xander and the others.

Buffy leaves The Bronze, only to be hit by a fight. Angel appears and fights with her. They both manage to escape and return to Buffy's house. Buffy goes to sleep with Angel sleeping on the floor next to her. The Three (vampires)were sent against Buffy, but they failed, so Darla killed them. One night when Angel and Buffy kiss, his vampiric self comes out, and she screams. Darla attacks Joyce at Buffy's house, but when Buffy gets there she sees Joyce in Angel's arms, and assumes the obvious. Angel explains about his curse to Buffy. At the Bronze Darla attacks Buffy and Angel with 2 guns, and Angel gets hit. But the fight rages on until Angel fires the crossbow at Darla.

Italy, 1418, Moloch the Corrupter snaps a guy's neck. Some monks mange to capture him in a book, as they do words begin to appear on the page. The book ends up in Sunnydale Library, where Willow scans a page in, and on the computer the words "Where am I?" appear. Willow's romancing with a person called Malcolm on the net, but Malcolm turns out to be Moloch.

Buffy, Xander and Willow begin mocking the talent show, and unfortunately they are caught by the new and more mean Principal Snyder. Morgan performs a ventriloquist act, but somehow it looks and acts as if the dummy is working on it's own. That night the dummy, Sid is at Buffy's window. Buffy awakes and sees Sid under the bed and screams. The next day at school Buffy is knocked unconscious by a falling chandelier. When she awakes Sid is standing over her with a knife. 

Buffy dreams that The Master is attacking her, and as he is about to bite into her she gets awoken by Joyce. Buffy's dad is coming to visit. A student, Wendel opens his book in class, and spiders begin to crawl out of it. This just happens to be his nightmare. Another student is attacked in the basement by a huge scarred man who said "Lucky 19". In turns out that a boy called Billy Palmer was put in a coma after a baseball match, which he lost. And with the Hellmouth below, the power is causing everyone's nightmares to come true. Giles can't read and gets lost in the stacks, Xander appears in his boxers to class and gets chased by a clown, Willow has to sing to an audience and Buffy's father blames her for the divorce and turns into a vampire.

An upcoming dance, the Spring Fling is drawing closer. Cordelia's boyfriend, Mitch, is beaten in the locker room, and the word "LOOK" is written. Harmony, Cordelia's other friend, gets pushed down the stairs. Buffy hears laughter and follows. She finds herself in the music room but no one else is there, but Buffy gets bumped into. The attacker is an invisible girl, called Marcie. She felt invisible and so it happened, because of the power of the Hellmouth. Cordelia is the link between both attacks and Marcie goes after her...

Giles is reading the text which Angel gave to him, and the prophecies of what happens to the slayer don't exactly fill him with hope. Buffy has no idea of her death, but she over hears Giles telling Angel that "Buffy will confront the Master and she will die". Buffy is distraught at this, and confronts Giles about it. At home Joyce gives Buffy the perfect dress for the dance. Giles finds out that the vampire which they thought was the Anointed One wasn't. But when he went to tell Buffy, she knocks him out and she leaves with a crossbow. At school she is led to the Master by the Anointed One. The Master takes a bite out of Buffy in lair, and then drops her in a puddle of water, as his confides disintegrate and he enters Buffy's world. Angel and Xander find Buffy, and since Angel doesn't breathe it's up to Xander to resuscitate her and he does. Buffy goes after the Master, which leads her to the roof. Buffy throws him down into the library, and he impales himself on the table, and disintegrates.  All vampires and monsters retreat, and the Hellmouth is closed, but for how long...