Anyanka (Anya) is begging with a demon to get her powers of "the wish" back. Since her "power center" amulet was destroyed by the Buffy and the gang, she is destined to live out the rest of her life as a mortal (plus she is flunking math). She wants the demon to fold the fabric of time, so she can go back and prevent the amulet from being destroyed. Since the demon won't help her, she swears that she will find someone who will.
In the quad, Willow is making a pencil float in mid-air ("it's all about emotional control"), while Buffy is doing sit-ups in order to train for the Watchers Council's tests, at which she wants to do better than Faith. They start talking about Faith, and Buffy sort of defends Faith's previous actions. She says that given different circumstances, that could have been her. Willow disagrees, as she believes that certain people "just don't have that in them." Willow's emotional control goes a little off due to talking about Faith, and the pencil goes flying off into the nearest tree.
In Principal Snyder's office the next day, Snyder is talking to Willow and a jock, Percy West, about the marriage of brain and the fast break. Willow doesn't understand the marriage part, thinking that Snyder wants them to breed. But in reality, Willow is to tutor Percy in History, so he can stay on the basketball team. Willow tries to tell Snyder that she has enough of her own work to do, but he insists she wants to help her school.
Buffy and Willow are talking about how Snyder seemingly threatened Willow into tutoring Percy as they walk into the library. Willow hates it how Snyder always assumes that everyone's time is his. Just then, Giles steps out of his office and tells Willow to take another stab at accessing the mayor's files. As Willow gets on the computer, Faith and Wesley come in after Faith's workout. As Wesley is huffing and puffing, Giles asks if he is up for taking Buffy out. He says to just give him a minute - and some defibrillators. Buffy goes off to change and Faith wishes her good luck. Faith sees Willow at the computer and asks what she is doing. She responds truthfully, but obviously doesn't enjoy talking to her.
Later, Faith and the mayor are at Faith's new digs, and boy does she have the setup. Provided by the mayor, of course. She tells the mayor about what Willow was doing, which he finds "very interesting." They discuss her new place and how they will keep the motel room in case she ever needs to meet her "friends" there. He tells her that they should have some vampires kill Willow (he wouldn't have Faith do it "this early in the relationship.")
The next day, Willow meets Oz in the hallway at school. She wonders where he has been, since he wasn't at school yesterday. He tells her that he got back late from a gig in Monterey. Willow is upset that he didn't invite her to the gig, but he says that he didn't figure her for the type who would miss school. He informs her that they are playing at the Bronze tonight, but she says that she can't make it - too much homework.
Outside, Willow meets up with Percy and thinks that they should get together at lunch and go over his history paper. To Willow's surprise, he says that Snyder said that she was supposed to do it, and wonders which meeting she was at. She sits down, very frustrated, and gets out a banana even though it's not lunchtime, GASP!! Xander and Buffy approach and Xander asks her if she remembered to tape "Biography" last night. She did, and Buffy tells Xander that she knew that would, she's "Old Reliable." Willow is very upset about her new nickname. Buffy tries to defend herself; that she didn't mean it as a bad thing. She tells them that she's tired of being a doormat and "homework gal," and let's them know that maybe she'll change her look or cut class - and she's "eating this banana - lunchtime be damned!" She storms off.
Back inside the school, Anya approaches Willow. She tells her that she's working on this "project" and that she could use her help. Willow is distraught that someone else needs "Old Reliable," but asks what she needs anyway. Anya says that it's for a spell that she is working on, and Willow promptly perks up. She needs a second witch to help open a temporal fold. Willow hopes that it is dangerous.
Willow and Anya are in an unused classroom, laying out bones, chicken feet, etc. in preparation for a spell to bring back Anya's necklace. They start to cast the spell, during which they are supposed to pour the sacred sand over the representation of the necklace and create a temporal fold to bring it forth from before it was smashed. As images from "The Wish" flash through Willow's head her hands start shaking uncontrollably, causing the sacred sand to pour onto one of her hands instead of the necklace representation. When it's over, a disturbed Willow exclaims that that was a little bit blacker than she likes her arts, and leaves.
Vamp Willow wakes up in the plant, where before a fight had been going on, confused that she is all of a sudden alone. She starts to walk around town and is very confused to find happy, normal people walking around after dark. She makes her way to the Bronze, since that is where all the vampires used to hang out in her reality. Percy runs into her and wonders why she isn't home working on his homework. VW (Vamp Willow) becomes bored and tosses Percy across the pool table. VW starts to choke him; Xander enters, misinterprets the situation, and goes to save "Willow." VW is at first glad to see Xander, but is upset when she learns that he is alive - as in human alive. Buffy comes and is quite thrown by "Willow's" new look. When Buffy tries to stop "Willow" from leaving, she growls at them and flashes her vampire face.
VW leaves the Bronze and is accosted by two vampires in the alley. They are the vampires that the mayor sent to kill the human Willow, and so they attack. She quickly has them at her mercy, and under her control. She tells them to round up their friends so they can take over the Bronze and make it the way she remembers it.
Buffy and Xander go to Giles at the library and inform Giles that Willow is dead and now a vampire. Buffy blames herself, since calling her "Old Reliable" must have caused her to be careless and get attacked. The three of them are eulogizing Willow when she walks in. They are ecstatic when they see her and realize she isn't dead, which greatly confuses Willow. They all give her a massive round of hugs, even Giles. They explain themselves, and Willow insists that she's not a vampire.
Back at the Bronze, Anya finds herself unable to buy a beer, even though she is 1120 years old, which make her "rough day" even rougher. Meanwhile, Oz and Devon are setting up for their gig, discussing why they don't have a roadie (Oz says other bands have roadies because they "can play up to six, sometimes even seven completely different chords"). Angel approaches Oz looking for Buffy. Just then a gang of vampires bursts in, followed by VW, and take the Bronze hostage. Oz orders Angel to go get Buffy. VW kills a girl, and Oz tells her that she doesn't want to do this. Anya realizes what has happened and explains the confusion to Oz and VW.
Buffy, Xander, Giles, and Willow are at the library trying to figure out what is going on, when a distraught Angel walks in. Not seeing Willow off to the side, he tells them that Willow is dead. He then sees Willow and is confused, but the gang straightens him out. As they start to leave to go to the Bronze, Willow realizes that she forgot something and returns to the library. VW comes out and grabs her.
VW tells Willow that Anya told her that it was she that brought VW to this boring world, and that she could help bring her back. But it occurs to VW that it could be fun for the two of them to wreak havoc together. Willow disagrees, so VW throws Willow behind the counter. VW follows and Willow pulls out the tranquilizer gun and shoots her. She then locks her up in the book cage.
Buffy, Xander, Angel, and Giles are back at the library, and they lock up VW in the book cage. They discuss plans and Buffy says that she has a really bad one... Outside the Bronze, the gang discusses their plan more thoroughly. With Willow in VW's leather outfit, she is to go in and try to diffuse the situation. She is also to lead as many vampires as she can outside, where the gang can dispatch them. Willow says the the signal for needing help will simply be her screaming.
Willow enters the Bronze and tries to act like VW the best she can. They ask if she found Willow, and she says that she killed her. Anya wonders why she would do that, since she was the best hope for her getting back to her own reality (Anya wanted to go with her, so she is upset by this). The head vampire henchman recommends since that plan is out, they should just get to the killing.
Back at the library, VW wakes up to find herself in Willow's clothes and locked in the book cage. Cordelia comes into the library all dressed up, looking for Wesley. Cordelia finds "Willow" locked in the book cage, and it occurs to Cordelia that this would be a great time to talk "woman to woman" about the ethics of boyfriend stealing.
At the Bronze, Willow is trying to keep the vampires from eating everyone. Anya finally sees through the charade. Back at the library, Cordelia is still yammering at "Willow" about Xander. Cordelia finally lets her out, only to have "Willow" show who she really is. VW then starts to chase Cordy around the school. Wesley comes in to the school, and hears a scream. He is startled, but goes to investigate. VW corners Cordy in the bathroom, but Wesley comes and "attacks" her with a cross and holy water - this apparently bores VW, so she leaves. Cordy then swoons over Wesley, since he saved her and all. They too think that Willow was killed and made into a vampire.
Anya continues to insist that Willow is a human, despite Willow's "look at my outfit" defense. The vampires realize she is right, and Willow screams to alert the others. They burst in and a battle quickly ensues. VW ends up pinning Willow, as the others battle on. Buffy is about to stake VW, but Willow yells no and Buffy immediately stops just in time.
The gang is back at the plant preparing a spell to bring VW back to her own reality, since Willow cannot bear to have her killed. They send her back in the midst of the battle in the plant, where Oz once again grabs her and shoves her into a wooden protrusion, dusting her. Before she dies, she starts to mouth a very un-Willowish obscenity.
Willow and Buffy are chatting the next day about VW, when Percy approaches. He hands her two outlines, since he realized that there were two President Roosevelt's and he didn't know which one he was supposed to do. Then he also gives her the bibliography, and even an apple, before he leaves. Buffy asks if she wants to go out tonight, and Willow responds, "Nine sound good?"