Cordelia is talking excitedly with Harmony and her friends about the May Queen competition when Buffy bumps into them, spilling various Slayer paraphernalia. Buffy makes up an excuse about borrowing it from Giles for a history project.
In English class, Cordelia comments that in The Merchant of Venice, Shylock is self-involved and whiny. She likens it to a cyclist she ran over; the girl whined about her pain and ignored Cordelia's traumatic experience. The teacher was agreeable to the viewpoint. After class, Cordelia arranges to talk with the teacher the next day to talk about her paper.
In the boys' locker room Mitch, Cordelia's boyfriend, is attacked by a baseball bat. Cordelia is outside campaigning for May Queen, while Xander and Willow mock Cordelia, referring to a past Buffy did not share. Buffy feels left out and explains that she was the May Queen at her old school. The conversation ends when they hear that Mitch was beaten and taken to the hospital. Buffy slips into the boys' locker room to find the word "LOOK" spray-painted on the lockers.
At the library, the Scoobies are stumped. They suspect a ghost. Meanwhile, Harmony asks Cordelia about Mitch's condition; Cordelia explains that he is all right, but looking too bruised for the prom pictures. In a flashback, we see Cordelia and Harmony talking about Mitch's recent break-up with Wendy, and whether Cordelia would like to be his girlfriend. In the present, Harmony is pushed down the stairs by the invisible force and injures her ankle, as Buffy approaches. Principal Snyder arrives, and Buffy's friends must distract him from Buffy, who runs off to follow an invisible source of laughter. The invisible thing bumps into Buffy before escaping. This is not a ghost. Xander suggests a cloak of invisibility worn by the Greek gods. Buffy dismisses the theory because of the pettiness of the crimes. As the Scoobies disperse, Buffy follows the sound of a flute. In the library, Giles is surprised by Angel, who offers to get a book of prophecies, the Pergamum Codex. Another flashback sequence sees Cordelia and Harmony discussing a lecture and ignoring another girl, Marcie. In the present, Cordelia wins the May Queen award. Looking over Willow's list of missing kids, Buffy suspects Marcie when she sees she played the flute. Tracking Marcie, Buffy finds her hideout just as Marcie finds Mrs. Miller, Cordelia's literature teacher, and chokes her with a plastic bag. Cordelia, arriving a short while afterwards, saves Mrs. Miller. An invisible hand writes "LISTEN" on the blackboard.
As Willow looks over Marcie's yearbook, she sees it is full of the generic "Have a nice summer!", showing nobody actually knew Marcie (according to Xander, "Have a nice summer is "the kiss of death"). She is horrified to find her own greeting to Marcie - "Have a great summer!" Giles realizes that Marcie became invisible because nobody ever noticed her. In a flashback sequence, we see Marcie being ignored in class, and becoming invisible. As the Scoobies realize that Marcie really is after Cordelia, the latter walks into the library asking Buffy for protection. They decide to use Cordelia as bait, and to have Buffy bodyguarding her. As Cordelia is getting dressed, she confides in Buffy that she is lonely too, but being popular "beats being lonely by yourself." Marcie lures Willow, Xander and Giles into the boiler room, where she closes the door and opens the gas, then grabs Cordelia as she is changing. Buffy follows Cordelia and finds her unconscious. Marcie surprises Buffy, injecting her with a sedative and knocking her out.
Buffy wakes up, finding herself tied to a chair near Cordelia, similarly indisposed. They see the word "LEARN" on a curtain, and Marcie explains that Cordelia is the lesson, or will be after Marcie surgically disfigures her. Buffy kicks the instrument tray at Marcie and frees herself from the ropes. Angel rescues the Scoobies, and shuts off the gas. Buffy concentrates, listening to Marcie, knocks her into a curtain before knocking her out. Two FBI agents arrive to haul Marcie away. Cordelia comes by the day after the coronation to thank them for helping her, much to their surprise, though her reaction when Mitch arrives shows she is not ready to renounce her popularity. Meanwhile, Marcie is taken to a school full of invisible students by the FBI. She sits down in class and opens her textbook. The title reads "Assassination and Infiltration", to which the now-homicidal Marcie chuckles and says, ""Cool.""