REGULAR CAST

• Sarah Michelle Gellar as Buffy Summers
• Nicholas Brendon as Xander Harris
• Alyson Hannigan as Willow Rosenberg
• Charisma Carpenter as Cordelia Chase
• Anthony Stewart Head as Rupert Giles

GUEST CAST

• Mark Metcalf as The Master
• Kristine Sutherland as Joyce Summers
• Jeremy Foley as Billy Palmer
• Andrew J. Ferchland as The Anointed One

CO-STARRING

• Dean Butler as Hank Summers
• Justin Urich as Wendell Sears
• J. Robin Miller as Laura Egler
• Terry Cain as Ms. Tishler
• Scott Harlan as Aldo Gianfranco
• Brian Pietro as Coach
• Johnny Green as Way Cool Guy
• Patty Ross as Cool Guy’s Mom
• Dom Magwili as Doctor
• Sean Moran as Stage Manager

SYNOPSIS

Buffy dreams of meeting the Master, and as he leans in to bite, her mom wakes her up. They talk about Buffy’s plans to spend the weekend with her father. At school, Buffy and Willow talk about Buffy’s parent’s divorce then go to class where they meet up with Xander and discuss “Active Listening.” The teacher asks Wendell, another student to read, but as he opens his book tons of spiders crawl out and onto him. As this happens, a young boy stands at the doorway and watches.

Collin and the Master discuss fears and conquering them and how they both sense changes for the worst above. Buffy is worried that her Dad won’t show when her mom drops her off for school. Willow is wigged about the spiders but Xander has faith in Buffy’s talents as the Slayer and isn’t worried. They find Giles in the library, claiming to have been lost in the stacks. With no luck of finding any information, Giles suggests that they should talk to Wendell about the incident. Wendell is upset about the spiders but it turns out that he doesn’t hate spiders, he loves them, and they hate him. He says something exactly like what happened in class has happened many times before in his dreams.

Cordelia informs Buffy of a History test she didn’t know about and because time literally flies by, Buffy doesn’t even get to put down her name. Buffy spies the young boy at the door again. The boy leaves and follows a girl as she sneaks into the basement for a cigarette break. She’s attacked by an “ugly man” when she gets down there. Giles and Buffy visit the girl, Laura, and all she can tell them is that the thing said, “Lucky 19” before he attacked. They talk to a doctor who shows them the first victim of the same crime. They spilt up in hopes of stopping this before any of Buffy’s nightmares start to come true.

As Willow and Xander walk into class, everyone stares as Xander, who is now only wearing his underwear. At the library, Giles discovers he can’t read and Buffy finds an article with a picture of the boy she saw at school. He turns out to be the same boy they saw in the hospital in a coma. Buffy’s dad, Hank Summers, shows up early at school wanting to talk to Buffy. He tells her that he never wanted a daughter like her and that they shouldn’t get together on weekends anymore. Again, Buffy sees the young boy across the school yard.

Willow and Xander go to Giles and finally Willow puts the pieces of the puzzle together and finds that everyone’s worst nightmares are coming true. Giles thinks it’s because Billy has somehow brought the nightmare world he was in, over to reality. Buffy follows Billy into the school gym and talks to him, but their discussion is cut short when “Ugly Man” shows up and beats up on Buffy. Buffy and Billy narrowly escape and end up in the cemetery which is mysterious across the street from Sunnydale High now.

Willow’s nightmare of having to sing – badly – in front of a large crowd comes true. Xander follows a trail of chocolate bars until he runs into a clown from his sixth birthday party, armed with a large knife. Buffy and Billy meet the Master standing over Buffy’s open grave and Buffy is thrown in and buried alive. Willow, Xander and Giles meet up and then run from the clown. Xander turns around, facing his fear, and knocks the clown out.

They see the cemetery across the street and go there, finding Buffy’s grave. As Giles puts his hand on the grave, Buffy’s hand reaches up and she is pulled out of the dirt, now a vampire. Buffy is forced to maintain control of the demon until they can get to the Hospital and wake Billy. Billy’s astral body is there, but he refuses to wake up. Then the Ugly Man arrives and Buffy fights him, knocks him out, and then Billy must unmask him, and face his fear.

Billy wakes up, just in time for his Kiddy league coach to show. His coach caught up with Billy after the game and beat up on him, blaming him for the team’s loss. Xander and Giles stop the coach before he can escape and he is taken to jail. Later that day, Buffy’s dad shows up to pick her up. Willow asks Xander if he still found Buffy attractive even as a vampire, and he said he did.

TRIVIA

CONTINUITY

GOOFS

Willow takes off her rucksack twice but never puts it back on in between the two times.