The episode begins with Buffy having a nightmare about going to The Master's lair and being choked by him. Her mother shakes Buffy awake, and, as Buffy wakes up, she is excited to be spending the coming weekend with her father. Buffy confides to Willow that she thinks she might have something to do with her parents' divorce. In a class, when the teacher asks Wendell to read from the text book, tarantulas crawl out of it. Buffy sees Billy standing in the door way, saying he is sorry.
The next day, as the Master explains to Collin, the Anointed One, how wonderful he finds fear, Buffy is nervous about being picked up by her father after school, and her mother calms her down. At school, Willow and Xander are worried about the spiders, and want to talk to Giles about it. Giles mutters that he "got lost", seemingly in the stacks of books, and we assume that something that he fears happened to him. Giles has no information on the spiders, and suggests talking to Wendell. Wendell explains that he loves spiders, but says that the spiders hate Wendell because Wendell's brother killed his pet spiders when he was off to camp. He explains that the spiders crawling out is a recurring nightmare for him, but this is the first time it happened. In the meantime, Cordelia lets Buffy know about a history test that Buffy has not studied for. Buffy has a hard time even finding the class, and the test is over in what feels like little time, and Buffy has not even filled in her name. She once again sees Billy, outside the class. As break-time begins, Laura takes a smoking break in the basement, where she is assaulted by an ugly man saying "lucky nineteen".
Buffy and Giles interview Laura in the hospital, where they hear about "lucky nineteen". Outside, they are shocked by the doctor saying that she got off easy, until the doctor explains about Billy, who has been in a coma from assault with the same M.O.. Back at school the Scoobies are trying to come up with an explanation, as a greaser kid's mother embarrasses him in front of his friends. As they are talking, Xander finds out he is in his underwear. As Buffy goes into the library to consult with Giles, he says that he has forgotten how to read. He has, however, managed to find a newspaper with a picture of Billy in an article. The article says that Billy has been in a coma for a week, which contradicts Buffy having seen him. Giles theorizes she might have been seeing Billy's astral projection.
Buffy's father shows up, and asks to talk to her. Outside school, he tells Buffy that her parents' divorce is indeed her fault. Furthermore, he claims to be bored by their weekends together and decides to call the whole thing off. As Buffy is crying, he scolds her. Xander and Willow show up in the library, and they realize Wendell's, Giles' and Xander's mishaps were all based on their nightmares, which seem to be coming true for everyone. Buffy finds Billy's astral body, and the ugly man who assaulted Laura finds both of them.
As Buffy and Billy run away, the Scoobies decide to find Buffy and explain the situation to her. As Buffy and Billy run away from the ugly man, Billy explains to her that he was responsible for his baseball team losing, and that it is a bad thing to lose at games. As Buffy and Billy find themselves in the cemetery at night-time, Willow finds herself starring in the Madama Butterfly opera. Willow is overcome by stage fright, and runs away. Xander is chasing a chocolate bar after chocolate bar until he finds one he has not had since his sixth birthday, only to be assaulted by a knife-wielding clown. Back at the cemetery, the Master buries Buffy alive.
Still chased by the clown, Xander teams up with Willow and Giles. He decides to confront the clown, punching him and feeling liberated. As Willow, Xander and Giles find Buffy's grave, Giles claims it is his nightmare, letting Buffy die. Buffy crawls out of the grave - a vampire. They all decide to wake up Billy from his coma to stop the nightmares. In the hospital, they find Billy's astral body near Billy's comatose body. As the ugly man finds him, Buffy confronts him. After knocking him out, she encourages Billy to face him. Billy wakes up and everything is back to normal.
As Billy's Little League coach shows up, it is obvious he is the inspiration for the ugly man, and that it was he who put Billy into a coma after they lost the game. He tries to run after Buffy confronts him, but is stopped by Giles and Xander and put into jail. The episode ends when Buffy and her father leave for their weekend together.