Unable to sleep, Buffy goes out to patrol the cemetery and after staking a vampire, she returns to bed with Riley. The next day, Buffy and Riley play around at the beach, until Willow magically ignites the barbecue, and a sudden storm forces them all to seek shelter from the rain. Two men deliver a large crate to a residence, but when they drop it, a clawed hand breaks through the wood and attacks one of the men.
Giles has Willow start scanning books into a computer so that they can be resources for the gang to use. He then tells her that he's going back to England because it seems he's no longer needed by Buffy nor the Scoobies.
While patrolling, Buffy is confronted by a vampire who condenses from mist: he introduces himself as Count Dracula. When she tries to stake the legendary vampire, he disappears. Xander and Willow arrive to see Dracula before he turns into a bat and flies away. The women discuss how amazing Dracula is, and Riley and Xander both express their jealousy towards the infamous Dark Prince. Willow makes a lame attempt to attract attention to Giles and his usefulness, but the gang seems oblivious.
As Xander is walking home alone, he encounters Dracula. Using his mysterious charms, the vampire persuades Xander to be his aid and lure the Slayer to him. Riley asks Spike about Dracula, but the former commando is warned that Dracula is too dangerous for him to take on alone. Buffy awakens to find Dracula in her bedroom. She is helpless against his powers and unable to stop him from biting her. When she wakes the next morning, she hides the puncture marks in her neck with a scarf.
While munching on donuts, the gang discusses their plan of attack. Buffy seems distracted and after hearing about the truths of Dracula, she leaves abruptly. Riley follows her and forces her to take off the scarf to show the puncture marks on her neck. Everyone is shocked to see that she has been under the control of Dracula. Since Xander is under Dracula's power, he has a strange hunger for spiders and attempts to defend the powerful vampire to his friends. Xander volunteers to have Buffy stay safely at his place, Willow and Tara use magic to protect the Summers's home, and Giles and Riley go after Dracula.
Anya complains about not going after Dracula herself, until Xander locks her in the closet. Xander takes the willing Slayer to his "Master" in hopes of getting immortality in return. After being left alone with Dracula, Buffy tries to take control and stake him, but he is easily able to make her put the stake down. Riley and Giles discover Dracula's castle, remarking how they've never noticed it before, and enter carefully. Dracula talks to Buffy of all the things he will do for her while she struggles to regain control of herself.
Xander tries to stop Riley from going after Dracula, but Riley knocks him out with one punch. Giles finds himself victim to the Three Sisters who effectively keep him distracted. Dracula offers his blood to Buffy, and she hesitantly takes a drink. A flash of memories allows Buffy to break his control over her. Riley rescues Giles from the sister vampires, and they go to save Buffy. Buffy and Dracula fight in a vicious battle, and finally Buffy stakes him. After they leave, Dracula comes back from the dust. Buffy is there and stakes him again, knowing he would come back. Dracula attempts to re-form again but is reminded by Buffy that she is "standing right here". He slips away in his mist-form.
Buffy talks to Giles, telling him that she wants to be the Slayer again, to learn about her duties and her future. She asks Giles to be her Watcher again, and Giles is pleased. Buffy comes home and announces to her mom that she's going out with Riley. As she enters her room, she finds a girl there going through her stuff. Joyce tells Buffy that she should take her sister with her if she goes out, to which both girls immediately complain, "Mom!"