The episode opens in Istanbul, where a young girl is chased and killed by three robed figures.

Back in Sunnydale, Dawn is learning the ropes: Buffy is teaching her how to kill vampires. There is a long speech on power--the vampire has it, Dawn doesn't.

Switch to Willow, in England. She's there being trained by Giles' coven. She is learning more about magic with the coven, coming to terms with her abilities and how to really control them.

Xander brings Buffy and Dawn to the new Sunnydale High School, built over the remains of Buffy's alma mater. As Buffy explores the school, making sure it is safe, she heads to the bathroom and finds a strange talisman. Before she can figure out what it is, she is confronted by two ghosts. She immediately goes to warn Dawn, who is in the middle of introducing herself to her homeroom class. Buffy warns her that it's not safe, embarassing Dawn completely in front of her classmates. Buffy leaves, trying not to destroy her sister's social life, and goes to speak briefly to Xander, who is heading the construction crew for the school. After she talks to him, she runs into Principal Wood, who seems to be a nice guy.

In the meantime, Dawn is sitting in class when a boy next to her asks for a pencil. She hands one to him and he's suddenly got the zombie look. He stabs Dawn in the face with the pencil and she falls out of her seat with a scream. No damage has actually been done, so Dawn excuses herself, saying that she thought it was a bee, and goes to the bathroom. There, she hears crying, and finds a girl named Kit, who's seen something strange. Dawn tries to convince Kit to tell her what she saw, when three zombie types appear around them and the lights explode above them. The girls try to get away but the floor collapses under them and they fall into the basement.

Dawn and Kit meet up with Carlos, another student who slipped into the basement to smoke and met one of the zombies. Dawn uses her new cell phone (a gift from Buffy) to call Buffy, who is still talking to Principal Woods. Buffy excuses herself and runs to the bathroom to jump down into the basement. Dawn is no-where in sight, so Buffy calls her on the cell phone. A zombie picks it up and tells her she's too late, and then two appear in front of her, telling her that she's responsible for their deaths. She notices they are blocking a door, and she breaks through it to find...Spike. He's babbling incoherantly. Buffy's phone rings, and it's Dawn. Buffy says that she's not sure what they are, but she's coming to find Dawn. Spike has a moment of lucidity and tells her that they're manifest spirits controlled by a talisman, and then he returns to his muttering. Buffy is concerned, but is more worried about Dawn.

Suddenly remembering the talisman comment, Buffy calls Xander and tells him where to find it, then runs to find Dawn when she hears a scream.

Dawn is trying to hold off the spirits with Kit's purse, which she's filled with bricks, but one of them punches her. Buffy steps in and kicks some butt until Xander finds the talisman and breaks it. The spirits disappear and Buffy gets the three students back to their classes, recommending that they stick together.

Principal Wood sees their interaction and is impressed. He offers Buffy a job as a councelor, which she accepts.

The last scene is in the basement, where Spike is muttering to himself. Warren suddenly appears and morphs into Glory, then Adam, the mayor, Drusilla, then the Master. They tell Spike that Buffy will never understand what they are, that everything is going according to plan, and something cryptic about going back to the beginning. "Not the bang, not the word, the true beginning." The last person it becomes is Buffy, who says it's all about power.

This one looks like a promising enemy.