Luke is about to bite Buffy, but when the cross Angel gave her burns him, she is able to kick him off. She runs out quickly, trying to reach Willow and Xander. When she arrives, Willow is about to be bitten herself, but Buffy gets there in time, and the vampire runs off. Xander is not doing as well as there are vampires trying to drag him away. Buffy helps Xander by dusting the vampires who are trying to take him captive but after things calm down, panic strikes as they realize that the female vampire has successfully kidnapped Jesse.
The next day in the library, Giles is trying to explain to Willow and Xander the history of vampires. It is a bit much for Willow to handle at first, but she accepts that vampires really do exist. Xander gets angry when Buffy says that she will handle rescuing Jesse alone. He feels that he should help since Jesse is his friend. Giles stops the argument by reminding them that they still need to figure out where the vamps took Jesse. Giles tells them that to figure out where Jesse is now, they must figure out how Luke came in to the mausoleum.
Meanwhile, underground, Darla is being scolded by the Master for tasting Jesse when he was meant for the Master. The vampires tell the Master about the strong girl that they faced. The Master realizes that there is a Slayer in town. They decide to use Jesse as bait instead of a meal.
Back in the library, Willow hacks into the city's security system and gets the sewer blueprints. Seeing them, Buffy realizes that Luke came from behind her, so there must be a passage inside the mausoleum. Buffy says she is going to go back there and find Jesse. Again, Xander insists on going, and again Buffy tells him no.
In the hallway, Xander and Willow are talking about the weird occurrences. Xander decides that he is useless at school, and believes he should go help Buffy. Willow tells him to stay put, but Xander refuses to listen.
Meanwhile, Buffy reaches the mausoleum and finds Angel there waiting for her. He tries to talk her out of going in, but she tells him that she has no choice. She has to try to save Jesse.
While in the sewers, Buffy spots Xander. She is frustrated that he came when she told him not to, but he firmly informs her that he will not leave. They find Jesse, only to realize that they walked into a trap: they are surrounded by vampires. Buffy and Xander find rooms to hide in, but not for long, as the vampires are breaking the door to reach them. They crawl through a little space, and climb out onto the sunlit streets just in time.
In the library, Giles is reading an old tome when he comes across a dire prophecy. He reads that the Master is an ancient and very powerful vampire. He learns that the Master was trapped in a church under Sunnydale long ago, and remains there to this day. He discovers that there is a way for the Master's minions to release him, and all the signs are pointing to that very night. Giles tells what he has learned. Buffy realizes that the vampires will be going to The Bronze to commit the mass killings they need to fulfill their plan.
The Master is not pleased that his trap did not work on the Slayer, but he seems calm as he focuses on his next plan. The Master says some ritualistic words and paints signs on Luke's forehead.
That evening at The Bronze, a group of vampires walk right in. They take the stage, and explain to the very terrified crowd that it is time. As Luke starts to kill, one by one, the Master gets stronger with each life taken. Just as Luke is about to kill Cordelia, Buffy arrives. She dusts a few vampires before making her way to the stage where Luke is. As Buffy and Luke fight, Willow, Giles, and Xander try to get everyone out. As Xander is talking to Jesse about his sorrow, someone bumps into Xander, and Xander accidentally stakes Jesse - his best friend.
Meanwhile, Buffy and Luke are still fighting, and Buffy manages to catch him off guard. During his moment of confusion, she stakes Luke, and he turns to dust. With his death, the Masters plans for leaving the old church, have failed. Sunnydale is safe, for now.
The next day at school, Buffy and friends are walking through the outside halls discussing their adventure. Willow and Xander are stunned to realize that even though they stopped the Master, the work of the Slayer is far from over. "One thing's for sure," Xander comments, "nothing is ever gonna be the same."