Back in Sunnydale, lacking a Slayer, the Scooby gang tries to temporarily take her place. They attempt to slay, but they're just not the Slayer. Meanwhile, Buffy has taken up residence somewhere else where she's living in a tiny apartment and working as a waitress at a diner, Helen's Kitchen. She dreams about being on the beach and Angel finds her. He tells her, "I'll never leave. Not even if you kill me." She then wakes up.
The next day, school starts in Sunnydale and Willow finds disappointment when Oz tells her that since he didn't graduate and didn't go to summer school, so now he's stuck repeating the 12th grade with her. She doesn't know what to think about it. Giles continues his search to find Buffy, following all the leads he has, only to be disappointed by them. Xander and Cordy, having been away from each other all summer long, both look forward to seeing one another, but seem to have forgotten how to talk together.
While working in Helen's Kitchen, Buffy finds herself subjected to sexual harassment by a couple of guys she waits on, and encounters two homeless teens, Lily and Rickie looking for a meal for the minor change they have. After recognizing the girl as vampire-wannabe Chantarelle, Buffy leaves the diner, claiming to not be feeling well and heads to her apartment where she just sits, staring at a can of food. While Buffy is still alone and roams the streets in search of solidarity, Giles returns from his failed search to talk to Mrs. Summers. She's afraid to leave the house in case Buffy calls or shows up. Giles tries to comfort her and tells her not to blame herself. She doesn't -- instead, she blames him for taking her little girl away and having a secret life with her, revealing that she is still not quite able to deal with Buffy's destiny.
Xander, Willow, and Oz mope at the Bronze, listening to the music of BellyLove and talking about how terrible their slaying technique is. Xander suggests they use bait... Cordelia. That night, Chantarelle, now calling herself Lily, finds Buffy on the street and they discuss their previous lives. Lily asks Buffy if she has any money and wants to go to a rave. Buffy says she wants to be alone, but is willing to give Lily the money to go spend with Rickie. An old man walks past them rudely saying "I'm no one" repeatedly and then stops in the middle of the street as an oncoming car drives towards him. Buffy rushes out and pushes him out of the way, only to be hit by the car instead. People gather around her and try to call for help, but she claims to be fine and runs off. She runs into a guy, named Ken, who's passing out flyers about a group home and knocks all of his flyers to the ground. As they pick them up, he tries to make friends with her and get her to visit the home. She declines, claiming she is just fine.
At the Sunnydale Cemetery, Cordelia complains about being chosen as the bait. Oz checks to make sure everyone is "packing" with stakes and crosses and they all move to a hiding spot. Cordy follows after Xander and attempts to tell him that she didn't miss him over the summer and accuses him of having a summer fling. Just then, a vampire comes up from behind Willow and attacks her. Oz knocks the vamp off and attempts to stake it, but is thrown off. Xander tries too, then Cordelia tackles the vampire and all three go down to the ground, the stake impaling the vampire and leaving Cordy on top of Xander. The two kiss passionately.
Lily goes to Buffy the next day, telling her that Rickie is gone and that she's worried something's happened. She's looking for Buffy's help. They go to the blood bank that day to see if they had seen Rickie. Lily and Rickie went there before to get some money... and cookies. The nurse says she hasn't seen him, and Buffy leaves with Lily to go search elsewhere for Rickie. Buffy finds him dead on the streets, after drinking drain cleaner, with one problem: he appears to be about eighty years old.
When Buffy tells Lily, she doesn't take it well and leaves. When she hits the streets, Ken finds her and convinces her into coming to the family home, telling her that Rickie was already with them, and not dead. At the blood bank, Buffy goes searching through the files, trying to find out what happened to Rickie. The woman shows up and after Buffy makes it very difficult for her not to cooperate, she says that she just gives the names of the healthy ones to them.
Meanwhile, Ken has gotten Lily to change clothes for the "cleansing" and leads her into another room. After a failed attempt to go in undercover, Buffy just kicks down the door and finds Ken with Lily over an icky pool of black, viscous liquid. However, it's too late for Lily; she's already been sucked in. Buffy tries to save her, but Ken tries to keep her out. Instead, both fall through the black pool and into another dimension where time flows at a different rate. Ken reveals himself as a demon of some sort with a human face glued on, and sends his guards after the girls. The two are quickly caught and told that they will be living there for as long as they can serve as useful slaves. When first addressed the slaves are told that they are nobody. They are then asked what their names are and are forced to say "I'm no one". In this dimension, time runs differently, in that decades pass there, but only hours or days pass in the real world. Slaves who are too old to work are returned to their former dimension to die on the streets.
When the opportunity presents itself, Buffy reveals herself and fights off all the demons. After many rounds, she is stopped when Ken holds Lily at knifepoint. When he is distracted by a lecture he's presenting to Buffy, Lily pushes him off the platform and he falls. Buffy tries to escape with all the others through a large iron gate. As she tries to get underneath while holding the heavy gate up, Ken pushes her through and in turn, gets impaled by the stakes on the gate. Buffy smashes in his head with a well-timed quip about Gandhi. After Buffy returns with all the others, the black pool disappears.
After giving Lily her identity as "Anne," Buffy leaves and heads back to Sunnydale. Back at home, Buffy's mom opens the door to find her daughter on the front steps. After a few moments, they hug.