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Buffy Summers, the Slayer, is patrolling Sunnydale’s underground. As she rounds a bend in the sewer, she comes across the Master’s lair. She enters the candle lit area hesitantly, stake aimed high in the air. Behind her, the Master stalks, drawing ever closer to his prey. The Slayer whirls around, and stares into the eyes of the vampire king. He looks down on his prey, snarling menacingly. Captivated by his hideous yet entrancing eyes, Buffy falls under his thrall, her stake clattering uselessly to the floor. The Master leans in to taste his prey, as Buffy screams. “Noooooooooooo!”
“No, no, no, no….” Buffy moans. Suddenly her eyes snap open. She is safe for the moment, snug in her own bed. Buffy realizes it was only a nightmare. Joyce tells Buffy that her father called, and their weekend plans are confirmed.
At school that morning, Willow asks Buffy about her father. Buffy tells her that her parents divorced the previous year. She admits to worrying that the stress she caused by getting into so much trouble compounded her parents’ marital problems. Willow assures her that Buffy’s Slayer stuff did not cause her parents to divorce.

In speech class, Buffy absentmindedly drops a pencil. As she bends down to retrieve it, she is startled to see a sad looking young boy, watching her from the doorway. The teacher asks her classmate, Wendell, to read a passage from the text. He opens his book and shrieks as several spiders crawl of out the textbook. The class erupts in screams as the tarantulas crawl all over the terrified student. Back in the doorway, the young boy calmly observes the panicked class. “Sorry about that,” he says sorrowfully.
Underground, the Master is instructing Colin, the Anointed One, on the power of fear. “It is the most powerful force in the human world,” the Master teaches. “Not love. Not hate. Fear.” The Master tells Colin that fear is in the mind, and that like pain, it can be controlled. To demonstrate, he reaches out and grabs a cross. His skin sizzles but the Master does not break his grip on the Christian symbol. “If I can face my fear, it cannot master me,” he says. Finally letting go of the cross, the Master looks heavenward. He tells Colin that he feels something; something new and powerful, some kind of psychic force. Colin feels it too. They smile, because they intuitively know this force will be of help to their evil plans.
It’s a new day and Joyce is dropping Buffy off for school. Buffy appears troubled and when Joyce questions her, Buffy admits to her mother that she is worried her father won’t show. Joyce reassures her that she has nothing to worry about.
As Buffy turns down a hallway, Xander and Willow rush to her side. Willow wants to know if she has talked to Giles yet about the incident with the tarantulas. The group walk into the library, just as Giles comes rushing from the stacks, wearing a completely bewildered expression. Giles tells the group that he wasn’t able to find anything to explain the mysterious incident and suggests that they speak to Wendell. Buffy agrees, but shoots a confused expression over her shoulder at Giles, who is wearing a very confused expression of his own.
In the courtyard, the three friends find Wendell sitting alone. Wendell tells them that the spider incident has happened to him many times but only in his nightmares. Wendell explains that he had the best collection of spiders in the area, but his spiders died when a heat lamp was left on too long. That’s when Wendell’s nightmares began. The strange thing is that they happened exactly as it happened in class; the open textbook, the spiders streaming out, Wendell’s screams. Wendell tells them that when it happened yesterday, he thought he was dreaming… until everyone else started screaming too.
Buffy is horrified to find that a history test is taking place that day. In class, she looks around at the other students. Cordelia breezes right through the test, along with the rest of the class. Buffy glances through the essay questions, and then looks at the clock: 11:20. She starts to write her name but the pencil tip breaks. She sharpens her pencil and looks back at the clock. It’s now 12:10. Where has the last fifty minutes gone? The bell rings sharply and Buffy looks up startles. She hasn’t even written down her name! She looks over to see the same strange boy she saw yesterday, staring sadly at her from the classroom doorway.
The strange boy walks down the hallway and catches sight of two attractive girls. The dark-haired girl, Laura, stops next to the entrance to the basement and tells her friend she’s going down for a quick smoke break. The child stares at her mournfully. “You shouldn’t go in there,” he warns fruitlessly. Laura walks down into the dark basement and rummages for her cigarettes. In the shadows, a grotesque demon watches as she lights up. He emerges from the shadows. “Lucky nineteen,” he growls, just before attacking her with his deformed, club like arm. Over and over he hits her, as she cries out in pain and terror. A sign comes into view: SMOKING KILLS.
In the hospital, Buffy and Giles bring flowers to Laura, whose lovely face is covered in cuts and bruises. Laura tells the two about her attacker, but is unable to describe him. Buffy encourages Laura to tell them if she remembers anything else, even if it may seem weird. A nurse comes in and tells them that its time for Laura to rest. As they turn to leave, Laura remembers that the monster said “Lucky nineteen,” right before the attack.
In the hospital hallway, Buffy and Giles talk with Laura’s doctor. He tells them that she will recover and has a couple of shattered bones and some internal bleeding. “She got off pretty easy,” the doctor says. Buffy and Giles are appalled at the doctor’s nonchalant tone. But he explains that there was another similar victim whose attack was very similar to Laura’s… but that victim is still in a coma.
Back at school, three tough looking and leather clad guys are talking about brawling with someone. “This is about honor. I’ll break his neck,” promises one of the tough guys. The others nod in agreement. At the other end of the lockers, Willow and Xander are discussing a possible connection between Wendell’s spider nightmare and Laura’s attack. Xander thinks it is mere coincidence, but Willow isn’t ready to so easily dismiss her theory.
Suddenly, a middle aged housewife type woman comes rushing up to one of the tough guys. “Oh, there’s my little baby,” the woman says loudly, as she covers his face in kisses. “How’s my little pookie?” The tough guy is horrified, and begs his mom not to kiss him in front of the guys. His friends laugh and Xander watches in amusement. Finally tearing his eyes away from the amusing spectacle, Xander turns to follow Willow into class, still arguing. But his voice trails off as the entire class bursts into shocked laughter. Xander’s clothes have disappeared and he is naked, wearing only a pair of boxer briefs, in front of the entire class. Xander screams and tears out of the room, with Willow hot on his heels.
In the library, Giles is bent over a desk examining newspapers. “This can’t be,” he repeats over and over again. Buffy enters the library and Giles tells her that he can’t read. She’s confused: Giles can read five languages. But somehow, the words appear as gibberish to the normally scholarly Watcher.
Buffy glances down at the paper and notices a picture of the strange, school wandering child. Billy is twelve years old and was beaten unconscious after a little league baseball game. Buffy tells Giles she has seen Billy around the school when the nightmares come to life. Then she realizes that Billy is also the child from the hospital; the one in the coma whose attack was so similar to Laura’s. Giles thinks that Billy might be using some form of astral projection to move around the school. Buffy notices that Billy’s baseball uniform displays the number 19. “Lucky nineteen,” Buffy says to herself.
“There you are,” says a jovial male voice. Buffy turns to see her father, Hank Summers, enter the library. Buffy is concerned to see her father there so early… he wasn’t supposed to arrive until after school. She worries that something is wrong, or that something has happened to her mother, but he tells her it’s nothing like that, and that he just wants to talk to her privately.
Father and daughter go for a stroll on the school grounds and Hank explains that he came early because he needed to tell Buffy why he and her mother split up. As they take a seat on a nearby bench, Buffy admits she is surprised; after all her parents had always told her they divorced because they had grown too far apart. But Hank tells her she is old enough to hear the truth. The problem, he says as Buffy listens in stunned shock, was her. “Me?” she asks, her voice faltering. But Hank isn’t finished.
“Having you. Raising you. Seeing you everyday. I mean, do you have any idea what that's like? …Gosh, you don't even see what's right in front of your face, do you? Well, big surprise there, all you ever think about is yourself. You get in trouble. You embarrass us with all the crazy stunts you pull, and do I have to go on? … You're sullen and... rude and... you’re not nearly as bright as I thought you were going to be... Hey, Buffy, let's be honest. Could you stand to live in the same house with a daughter like that?”
Buffy stares at him, tears pooling in her eyes. “Why are you saying all these things?” she finally manages to ask. Hank doesn’t even blink before he answers. “Because they're true. I think that's the least we owe one another. You know, I don't think it's very mature, getting blubbery when I'm just trying to be honest. Speaking of which, I don't really get anything out of these weekends with you. So, what do you say we just don't do them anymore?” Hank pats her knee and rises. “I sure thought you'd turn out differently.” And without even a goodbye, he turns and walks away. Buffy stares after her father, tears running unchecked down her face. Buffy looks up and notices the coma victim, Billy, staring at her mournfully from a doorway.
Xander and Willow enter the library, hoping to find Buffy. Xander has found a pair of sweatpants and is pulling on a Sunnydale High shirt. Willow explains to Giles that Xander somehow found himself standing practically naked in front of the classroom. “It was a total nightmare,” Xander says offhandedly. Willow’s eyes widen as it hits her; another person’s nightmare has come true!
Giles suddenly realizes that he had dreamt about getting lost in the stacks and not being able to read; and now it’s happening for real. The group finally put it together and realizes that everyone’s nightmares are coming true. Giles explains that it must be a result of Billy’s coma. Billy must be trapped in a nightmare world and he has somehow merged that reality with Sunnydale’s. If it isn’t stopped soon, the two nightmare world will take over reality permanently.
Meanwhile, Buffy is walking forlornly down the sidewalk. Arms crossed protectively over her chest, she appears deeply sad. She squints in the sunlight and sees Billy walking into the gym. She follows him inside and sits down next to him, trying to get him to talk to her what happened after the baseball game. He tells her that he is “Lucky nineteen”, and that the Ugly Man wants to kill him. Billy tells her that the Ugly Man is also responsible for Laura’s attack. Billie freezes as the Ugly Man hits Buffy with his club-like arm. Buffy fights back, but he is unfazed. He’s too strong for the Slayer. Billy rushes out of the gym and Buffy follows, limping badly.
Giles is worried about Buffy because of her prophetic nightmares about the Master. They decide to split up to find her. In the hallway, Willow sees a frumpy looking Cordelia being dragged screaming into the chess club. Willow grins at the unusual site but then hears Buffy calling her name from the basement door. She reaches the bottom of the steps. Suddenly, a hand grabs her and pulls her away as she screams.
Xander walks through an empty hallway and sees the wall vandalized with Nazi-symbols. He sees a candy bar and happily eats it. He walks further in and sees another candy bar, lying unopened on the floor. He greedily takes that one too and bites into it gleefully.
Outside, Buffy and Billy are trying to find the library but Buffy is completely lost. They stop outside a chain link fence. On the other side of the fence, a baseball game is in progress. Buffy notices that Billy is looking particularly grim. Billy tells Buffy that he lost his game last week, and that it was his fault, because he missed the ball. Buffy points out that there are eight other players on the team, and one missed ball does not equal a game loss. But Billy insists. “He said it was my fault.” Buffy presses her advantage, and asks Billy if whoever blamed him for the team’s loss is the same person that attacked him. Billy retreats and doesn’t answer. Just then, they see the Ugly Man advancing on them. They cut through some shrubs and find themselves in a cemetery at night.
Backstage, Willow is dressed in a green kimono, for the part of Cio-Cio-San, the Sopranic lead in the opera Madame Butterfly. Willow is confused and frightened; she doesn't know the words. The director shoves her into the spotlight. But instead of a soaring melody, all she lets out a high-pitched squeak.
In the halls, sheets of plastic hang from the ceiling as Xander pushes through them, his mouth and hands full of candy bars. Xander is happy until he suddenly hears hysterical giggles echoing through the hallways. A knife wielding clown bursts through the plastic and Xander screams.
Buffy and Billy come across a freshly dug grave with an open coffin. The Master appears, ready to bury Buffy alive. He throws her into the coffin, slamming the lid shut. He begins to laugh maniacally as he shovels dirt into the grave while Buffy screams for help.
Xander runs to find Willow. Giles joins them and all three run from the murderous clown. The clown slices through a sheet of plastic. Xander finally gets fed up. He stops in mid stride, whirls around and punches the clown hard. “You were a lousy clown,” he shouts. “You’re balloon animals were pathetic. Everyone can make a giraffe!”
Outside the school, pandemonium is breaking out. People are running and screaming. Police sirens wail. Giles warns that in a few hours reality will fold completely into the realm of nightmares. Giles believes the answer is to try to wake up Billy. Xander protests that they can’t leave without Buffy. Giles agrees but since they have no idea where she could be, they have to try to fix reality without her.
Willow sees a dimensional shift to a graveyard across the street. They walk over to it and face Giles' nightmare: Buffy's tombstone. Giles sinks to his knees, beside himself. He apologizes for failing to protect her. Giles reaches out with one hand and touches the fresh dirt atop Buffy’s grave. A hand reaches out and grabs his wrist! Buffy climbs out of the dirt, brushing herself off. She's a vampire.
Buffy is horrified to realize she’s become the very thing she hates the most. Giles tells her that he believes if they can awaken Billy, reality will shift back to normal. The only thing to do is to go to Billy’s hospital room. Buffy agrees.
Chaos is breaking out in the hospital. The hallways are inundated with nurses, doctors and patients screaming as they run in all directions. Giles rushes up to Billy’s doctor to ask about the boy, but the Dr. is unable to answer, clearly caught in the midst of his own nightmare.
They rush to Billy’s room. Giles calls Billy’s name, trying to wake up the coma stricken boy. “That won’t work,” a child says. Giles looks up to see Billy’s astral body standing by the curtain. Giles pleads with him to wake up, but the child tells him he has to hide from the Ugly Man. Buffy tells the Slayerettes that she has a plan to deal with the monster. Willow looks out the window and sees enormous killer bees swarming over Sunnydale. “Whatever it is, it better be soon!” she warns.
Buffy steps out into the hall to face the Ugly Man. She roars and attacks him. Armed with the combined power of the Slayer and the vampire, she is finally able to hurt the very strong monster. She grabs his club arm and breaks it. He hits his head and slumps to the ground, stunned. Buffy tells Billy that he has to finish it: he must face his fear. Billie walks hesitantly to the Ugly Man. He reaches for the neck and peels back his face. A bright light streams out, banishing the nightmare dimension and restoring reality. Everything is returned to normal.
Buffy reaches up to feel her face; no more vampirism. Xander notices Billie’s eyes fluttering, and he smiles as the child awakens. Giles is about to get a doctor, when Billie’s baseball coach enters, calling Billy his “Lucky nineteen”. Buffy and the gang realize that the coach is the culprit. He tries to get away, but Xander and Giles stop him.
At school, Willow, Buffy, and Xander talk about Billy and the coach. Hank drives up, honking for Buffy. She is glad to see him, realizing her nightmare about her father was just that… a nightmare. Hank is just as thrilled to see Buffy as she is to see him. They hug tightly and walk to the car, as he asks about her day. And Buffy knows deep inside that her father really does love her after all.