Several separate encounters take place around Sunnydale on one night. What makes this particular episode unique is none of the subplots, or the characters in them, interact with each other. Instead, the characters each interact with someone dead that they once knew, hence the title of the episode. According to the episode's staff writers, it was important to note that the primary emotion to be felt in this episode was "being alone". This is also the first episode, in the series, in which Xander, portrayed by Nicholas Brendon, does not appear. According to the episode's co-writer, Jane Espenson, it was determined that Xander didn't appear in this episode because his character didn't have a deceased friend or relative that he once knew or had a direct relationship with.
On patrol, Buffy discovers that her latest vampire foe is an old High School classmate named Holden Webster. Upon recognizing her, he stops the fighting and takes on a friendly demeanor â seeming pleasantly surprised to have run into her and asking how she has been. Though she doesn't immediately remember him, he starts to jog her memory about times they'd run into each other before and the two begin to reminisce. The vampire, a psychology major in life, proceeds to psychoanalyze Buffy, and she opens up to him, revealing her innermost conflicts and problems. "Webs" deduces that in her position as the Slayer, Buffy is suffering from a superiority complex and has "an inferiority complex about it" ultimately meaning she will never truly connect with others. After revealing that she has had relationships with vampires, Webs tells Buffy that Spike, believed to be unable to harm humans, was the one who sired him.
At home, Dawn is attacked by a malevolent force that ransacks the house. Dawn believes the entity is interfering with her mother contacting her. After she drives off the entity, Dawn is confronted with Joyce's ghost, who predicts that she and Buffy will become enemies.
In a story entirely devoid of dialogue, Spike picks up a woman at a bar and takes her home, where he feeds on her.
Jonathan and Andrew return from Mexico to dig up an artifact hidden near the Hellmouth. Andrew is secretly in contact with what appears to be the ghost of Warren, while Jonathan is having a personal revelation that he misses high school and still cares for his old friends. After they dig up the artifact, Andrew, on Warren's instructions, kills Jonathan, causing his blood to spill all over a 'door' in the dirt.
In the library, Willow is visited by the ghost of Cassie, a girl Buffy once helped, who claims to have been sent by the dead Tara. The ghost relays a prediction that Willow will end up killing everyone unless she commits suicide. Willow is not fooled, and the figure reveals itself, and by implication the other ghosts, to be manifestations of The First. Buffy is briefly seen staking Holden.