The episode opens on a playground with a little boy whom Drusilla approaches, intending to feed on him. Angel stops her and sends the boy home; realizing that if Drusilla and Spike remain in Sunnydale, a fight with them is inevitable, he tries to persuade Drusilla to leave town with Spike, to no avail. While Dru and Angel are talking, Buffy sees them from a distance, sparking her curiosity and her jealousy.
The next day, Jenny Calendar is teasing Giles about their date, which she is planning but won't give him any details of. Buffy reports her patrolling, but omits any Angel references. Later in class she passes notes to Willow about the Angel-Drusilla sighting while the rest of the class is discussing Marie Antoinette. In the hallways, Xander tries to make his way into the conversation but fails, just as another young man sneaks up behind Buffy and surprises her. She introduces him to Willow and Xander as her friend Ford (Billy Fordham), with whom she attended school in Los Angeles for seven years. He explains that his dad has been transferred and he's finishing his senior year at Sunnydale High, meaning he is a year older than Buffy and her friends. They make plans to go to the Bronze that night before Buffy walks Ford to the admissions office.
That night at the Bronze, Ford entertains Willow and Xander with embarrassing stories about Buffy, claiming to know all her darkest secrets. While getting drinks, Buffy runs into Angel. She asks what he did the previous night, to which he answers that he stayed in and read. She introduces Angel to Ford, whom Angel obviously doesn't trust from the beginning. The awkwardness prompts Buffy to ask Ford to take a walk with her and she says goodbye to her friend. As the two walk out, Angel is clearly jealous and confused as to what he's done to make her angry.
In the alley behind the Bronze, Buffy hears suspicious clattering around a corner. She asks Ford to go back and get her purse and then runs around toward the sound. Ford heads toward the Bronze just for a second before turning back and following Buffy, where he watches her stake a vampire. She makes up a lame story about cats, but Ford reveals that he knows that she is the Slayer, having found out shortly before she was expelled from Hemery High, although the episode provides no details on how he learned Buffy's secret.
Later that night, Buffy and Willow are discussing the incident on the phone. Meanwhile, Ford goes to an industrial warehouse or building of some type. The door opens to a platform with stairs leading down to a large room, which looks like a dance club full of teenagers dressed oddly, many in gothic styles, listening to industrial music. Ford walks down the stairs and begins discussing the details of some unnamed event with his friend Marvin (aka Diego), who is upset about not knowing the details of the plan. In the background, the 1974 version of Dracula is playing on several monitors. Ford quotes some of its better lines.
Also that night, Angel shows up at Willow's bedroom. She invites him in and awkwardly explains that she isn't supposed to have boys in her room. He asks for help tracking down Ford on the internet. Willow indirectly accuses him of being jealous, which he partially admits but insists that he knows Ford is trouble regardless. She quickly finds that Ford is not actually registered at Sunnydale High. Angel has to leave before her mom finds him, but Willow agrees to keep searching and to not tell Buffy what they are doing.
The next day at school, Willow is awkward and jittery when she runs into Buffy and Ford, but Buffy attributes it to coffee when Willow runs away. Next, Buffy and Ford run into Giles. who makes up a lame reason for giving Buffy his pager number in case she needs to reach him, prompting Buffy to tell Giles that Ford knows about her secret. He accuses her of using her identity to impress cute boys, but she explains that Ford already knew.
That night, Buffy gives Ford a tour of the small town, which brings them back to the school. They are discussing how dull a place it is when they see two vampires running onto campus. They follow the vamps, but somehow one gets behind Buffy and attacks before she sees him. Buffy and Ford get separated in the scuffle, each one taking one of the creatures. Ford pins his to the ground and stands over it, telling her that he'll let her go if she tells him what he wants to know. After killing her vamp, Buffy finds Ford, who is now alone, and asks where the other one went. Ford claims he has killed it.
Meanwhile, Xander, Willow and Angel visit the industrial building used by Ford and his freaky friends whose address Willow found associated with his name online. Claiming to be friends of Ford's, they are let in and see the strange cult living there. They notice a pro-vampire motif just before one girl starts a conversation with them about those she calls "the lonely ones." She explains that they are elevated, misunderstood creatures and Angel can't help but scoff at her delusions. She is offended and walks away. Angel claims to have seen cults like this before, and that they don't know anything about how real vampires live or dress. At that moment, a teenager dressed just like him walks by. Ranting on their way out, they are overheard by Diego, Ford's friend.
Buffy goes back to the library and meets Giles, who is obviously not too upset about the interruption of his mystery date with Ms. Calendar that turned out to be monster trucks. They try to think about what the vampires could have been up to when Buffy sees a picture of Drusilla among Giles' research things. She recognizes it as the girl with whom she saw Angel two days before and asks who she is. Giles explains that she was Spike's lover, allegedly killed by an angry mob in Prague, but Buffy tells him that she is still alive and that she saw her with Angel. While they are discussing what Drusilla's meeting with Angel could mean, a vampire storms out of Giles' study with a book. She sprints for the door and makes it before anyone can stop her. Buffy recognizes her as the vampire Ford said he had killed.
At that moment, Spike and Drusilla are also discussing her meeting with Angel, but are interrupted when Ford sneaks in. After annoying Spike with horror movie clichÃ©s, Ford asks to be made a vampire, but the idea doesn't interest Spike, until Ford explains that he can give them the Slayer.
Later that night, Angel comes to Buffy's house to tell her about Ford's group, but she starts interrogating him about Drusilla before he can explain about Ford. Buffy demands the truth about her and her relationship with Angel. He explains that Drusilla was the worst of all the terrible things he did as a vampire. He is Drusilla's sire, but before making her a vampire, he took his time in torturing her into insanity by killing everyone she loved. She fled to a convent, but he followed her and turned her into a vampire the day she took her vows. Buffy is obviously upset by the intensity of Angel's past life, but accepts it; after all, she did ask for the truth. He tells her about the vampire cult Ford is in, but that he doesn't know their plans. She is upset that he, Willow, and Xander were doing recon behind her back, which creates an awkward silence.
At school the next morning, Ford asks Buffy to hang out again, but won't tell her what he has planned. Buffy pretends she doesn't suspect anything and agrees to meet him at 9. However, she doesn't wait to meet Ford as planned and goes to his club a little after six o'clock. He is explaining to his followers that they will be changed tonight, when Buffy comes in and tells him his plan isn't going to work. Someone closes and locks the door behind her, as Ford explains that it can only be opened from the outside and he was counting on Buffy figuring out his plan and coming to meet him. Ford's alarm beeps at 6:27, sunset, as Buffy pleads with him to let the others go. During her plea that he's doing something wrong, Ford interrupts to tell her that he has brain cancer and will be dead within six months; becoming a vampire is the only way he can avoid irrevocable death. He then admits to her that the other people will not be changed. They are just fodder.
Within minutes of sunset, the vampires arrive, led by Spike, who immediately begins feeding. The vampire worshipping teens are shocked by the violence of the creatures they had believed to be gentle and misunderstood. They quickly realize that the vampires have no intention of changing any of them. Buffy starts fighting Ford but the scuffle doesn't last long. She swings him into a metal beam and he falls down, out cold. While the rest of the vampires are feeding, Drusilla waits on the platform above the main area of the room near the door. Buffy sees her alone, rushes through the crowd and jumps up to the platform, where she immediately overtakes Drusilla and prepares to stake her. She yells out to Spike, who immediately orders everyone to stop feeding. Buffy demands that they let everyone go, which Spike agrees to. The former vampire worshippers flee and Buffy follows. Ford is still unconscious on the floor as Buffy closes the door, locking all the vampires inside with him. Ford awakens, and confronts Spike -- the Slayer may have gotten away, but Ford held up his end of the bargain by handing her over. He demands that Spike holds up his end of the bargain and sire him.
A few nights later Buffy and Giles are waiting over Ford's fresh grave. Buffy is deep in thought and asks Giles if life ever gets easy. Just then Ford's vampire self emerges and Buffy wearily stakes her former friend. Giles asks Buffy what she wants him to say. She responds, "Lie to me." Giles replies:
It's terribly simple. The good-guys are stalwart and true. The bad-guys are easily distinguished by their pointy horns or black hats and we always defeat them and save the day. Nobody ever dies... and everybody lives happily ever after.
Buffy retorts, "Liar."