Buffy is out patrolling on the roof-tops. She spots Angel talking to an attractive dark haired young woman and becomes jealous. It's Drusilla.
Buffy tells Willow about the dark-haired girl talking to Angel the other night. Buffy is a little jealous that Angel seemed close to her. An old friend (and flame) of Buffy's from Hemery High called Ford, walks up behind Buffy to surprise her. She invites Ford to come with the gang to the Bronze later.
At the Bronze Xander, Willow and Ford play pool. Buffy heads over to the bar and spots Angel. Buffy wants to get away from Angel so she invites Ford out for a walk. She hears noises from around the corner and suspects a vampire. She immediately tells Ford that she forgot her purse in the Bronze as a way to distract him while she slays the vampire. He heads in the direction Buffy went, and Buffy pretends the ruckus was a cat. But knows she's the Slayer and tells her so. Buffy is relieved that he knows.
Ford knocks on the heavy metal door of the Sunset Club. A tiny window opens and closes before letting him in. Ford has formed a vampire cult with many young teens as his followers. He tells the group that in two days they will be immortal. In Willow's room, Angel asks her to do a background check on Ford. Willow does a search and finds no record of Ford at Sunnydale High.
At night, Buffy and Ford take a walk near Sunnydale High. They spot two vamps. Buffy pulls out a stake and hands Ford a cross, but he shows her his own stake. Buffy takes on the male vamp while Ford goes after the female. He lets the vamp go after she gives him some info. Ford lies to Buffy, saying he dusted the vamp.
Meanwhile, the rest of the Scooby gang are at the Sunset Club. They notice everyone is Pro-Vampire. Something weird is amiss. Buffy meets with Giles at the library to talk about the vampires on campus. Giles flips through an old book when Buffy spots a picture of Drusilla: Spike's lover who was supposedly killed in Prague. Buffy tells Giles she saw Dru in Sunnydale. The blonde vampire that Ford released runs into Giles as she streaks out of his office and escapes through the stacks with one of his books. Buffy recognizes the vamp and realizes Ford lied to her.
Meanwhile, Ford crashes into Spike's crypt and tells him that he wants to be a vampire and will trade the Slayer in exchange for Spike siring him. Angel tells Buffy that Willow ran a background check on Ford. She questions him about Drusilla, a sore spot for him. He admits that he drove the vampire insane by killing her family and friends to drive her to a convent, where he sired her in the confessional. He immediately tells Buffy that Ford is in a vampire worshipping cult.
Buffy crashes into the Sunset Club. She learns of Ford's desire to be a vampire. At first, she doesn't understand why he believed they would sire just anyone... until she realizes she is part of the deal. She's fallen for her old friend's trap. The only one who can enter are the vamps now. Buffy tells him that when he is killed, his soul leaves and a demon enters. Ford tells Buffy that it doesn't matter: he is dying. She promises Ford that she will kill him if vamps start feeding. Buffy knocks Ford unconscious as Spike and his gang enters. Buffy begins to fight but the vampires are already feasting. Buffy then spots Dru on the balcony. She grabs Dru from behind, holding a stake to her chest. Buffy calls out to Spike, threatening to stake Dru if he doesn't release everyone. Spike lets the rest go. Buffy reaches the top of the stairs, shoves Dru down the stairs and runs out the door, locking the vampires in. The next day, Buffy enters the club. She sees Ford's dead body.
At the cemetery, Buffy is crying as she lays red roses on Ford's grave. Giles is with her. Buffy is speechless. Ford suddenly rises from his grave, now a vampire. Apparently, Spike kept his promise. He attacks Buffy, but she swiftly stakes him, as easy as if she were swatting a fly. Giles leads a sorrowful Buffy out of the cemetery, comforting his girl: his Slayer.