A workshop full of tools. A small, quiet voice begs a man working. “Not the knife. Not again.” The man picks up a small carving knife, akin to a scalpel, and picks up a little doll, ready to begin work. The doll has a crack on her little porcelain face. The doll looks suspiciously familiar. Suddenly, it becomes clear, as the doll speaks! It’s Dawn Summers! She asks the man, clearly a carpenter and puppeteer, how long he’s going to do this to her, and he replies, in a rather sincere, but sinister tone, that he’ll carry on – until she’s safe.

At the Slayer safehouse, Buffy, Willow and Xander are concerned: Dawn has gone missing. Xander doesn’t think it’s a big deal – he thinks she’s gone galloping off somewhere, maybe with some of the woodland creatures. Maybe she’s just gone off to sulk or have fun. He gently reminds the Slayer that, not a million years ago, they were young too, remember? Buffy honestly doesn’t, but she does know that a large group of vampires are moving across the countryside outside and she doesn’t want Dawn in danger. She wants her home safe because the threats out there are too big for them right now. Buffy feels like she’s been more a Slayer than a sister, but Xander tells her that she’s being too harsh on herself, as usual. Xander has already set a plan in motion: he knows a guy who may know where she is, and have answers for them. He tells Buffy not to worry: he has an inside man on the job.

Andrew is knocking on a door on a college campus. When a young man answers the door, Andrew insists that finally, he’s found the roommate of his dreams!

In the workshop, Dawn, despite her small frame, manages to clamber from her position on a shelf and climb down. One of the other toys stops her, asking her what she’s doing. Why would she want to leave? Their father keeps them safe. Dawn tries to explain that he must have put a spell on her and made her this way, but the toys surround her. They tell her that they can’t leave. They can never leave.

At the perimeter to the safehouse, the vampire army has made it through the countryside, under the orders of a vamp named Judas Cradle. The Slayers stand at the ready to defend themselves and surprise the vampires when they breach the perimeter.

Buffy watches on a monitor from inside. Good, she thinks, the distraction worked. She turns to Xander and tells him that they’re going to rescue Dawn.

As they’re walking through the woodland, Xander tells Buffy that she had a large support circle around her when she was younger, a system in place that Dawn doesn’t really have, not with their unusual lifestyle. Buffy says that all she wanted was for Dawn to have it better than her. Xander looks at her and tells her that Dawn is different. And Dawn worries about Buffy, like they all do. After all, she has died. Twice.

Suddenly, Dawn’s centaur tracks disappear. Xander guesses that that means the third part of the thricewise curse has activated: she’s changed into something else via transmogrification. Buffy is now even more alarmed, ordering Xander to bring the thricewise, known as Kenny, into their custody. She wants to know how dangerous he is, but Xander tells her that it was a revenge spell because Dawn slept with his roommate – which Buffy did not know. Another thing Dawn didn’t want to share with me.

In the workshop, Dawn is hung on a hook to prevent her from escaping. The puppeteer enters and tells her that it’s not the toy’s fault. “They’re not like you. They have no real souls. Just sawdust. They do what I tell them! Wonderful!”

Dawn insists that he let her go, but he tells her that he had to repair the crack in her face – or otherwise her essence would escape the doll and she’d burst apart. She’s stuck in this body and will live in it as a human lives in flesh. He creepily tells her that she’s home…

Andrew is unpacking his stuff, talking so fast that Kenny, Dawn’s former boyfriend and thricewise, can’t get a word in. He does, however, stop Andrew when he notices that he’s placing magickal totems around the room. As soon as he’s made, Willow makes her move, using a summoning spell and transporting Kenny and Andrew to her location.

Kenny tries to distract them with a ruse, and transforms into his true self. It’s not very appealing to look at: a bulgy, three-eyed creature with tentacles and suckers. He pushes past the Slayers and manages to burst through a wall, escaping.

In the woods, Buffy asks Xander if the little thing in the trees is still there. When he confirms that it is, Buffy knocks the critter out of the tree: it’s a tiny little woodland creature, of the mystical variety. It starts to object, but Buffy hangs it upside down in her arms. She tells it that she doesn’t care about the truce between humanity and the woodland community. She wants to know three things: 1. Why has it been trailing them? 2. Where did the tracks they were following go and, finally, 3. Who around here would want a little girl?

The creature refuses to say anything, so Buffy throws it as far as she can through the foliage – only for the sounds of shattered glass to echo back at them through the trees. Buffy has just broken someone’s window!

Investigating, they find a small cottage just beyond. As Xander questions who would live in the middle of nowhere, he realises that he’s been drugged by little darts that are now protruding from his neck. He’s been poisoned and passes out to the ground. Hearing signs of a scuffle outside, Dawn realises that her sister has come for her. This is her chance, she reckons, to escape from the ‘valley of the dolls’ and manages to fit under the door frame of the workshop. Unfortunately, the puppeteer grabs her first. She yells Buffy’s name, and Buffy races towards the workshop. A voice asks if her if he can help.

Inside, Dawn is in the hands of the puppeteer, who’s preparing to do more work. Suddenly, his door caves in, Buffy and Kenny standing together. “Put her down,” the Slayer commands. Dawn looks up and recognises Kenny as the thricewise. He tenderly says her name and she tells him that she’s sorry.

Without any warning, the moment the apology leaves Dawn’s lips, she’s transformed in a puff of smoke, restored to her normal height and size, the apology having broken the curse.

Buffy grabs the puppeteer and threatens him, but the toys beg her not to hurt him. He keeps them safe. Buffy decides that that’s enough, and tells Xander and Dawn that they’re going home.

On the outskirts of the safehouse, Dawn and Kenny the thricewise are walking, hand in tentacle. She asks if she would have kept changing until she had a chance to apologise, but he says that he would have stopped it before it got any further. She tells him again, how sorry she is about betraying him. He transforms to human form and tells her gently that that ‘sorry’ sounds more painful. Dawn explains that she was scared. She says she wasn’t ready then. He tells her that he really liked her, transforms back into his true form, and slowly walks away.

Inside, Buffy approaches Dawn in the corridors. She starts to tell Dawn that she knows what she’s going to say: that she’s more preoccupied with the Slayer army and seems to not have time for her, but Dawn tells her to be quiet. “Stop telling me what I’m going to say and let me say it!”

She looks sadly at Buffy: “You can’t keep me safe. And you don’t have to,” she tells her sister. Buffy tells her that she has to: she’s her sister. Dawn tells her that she knew that Kenny was a thricewise. She knew he’d be pissed off, and she cheated on him anyway. A few years ago, she explains, Buffy was the only Slayer. “Now I’m surrounded by, like, a thousand sorta-little-sisters I can’t possibly compete with. They fight in your army, they all come equipped with fancy new superpowers and would literally die to get your attention. It sucks.”

Buffy tells her that turning herself into a giant, then a centaur and then a living doll is rather passive-aggressive. Dawn says it could have been even worse! Buffy tells her that she’s right in every single thing she said, except one.

“I got a thousand soldiers,” she says with a smile. “Only one sister. I can’t keep her safe and it makes me crazy. But I love her. I love my sister to death.”

Dawn says it won’t come to that and suggest they watch tv. Dawn mentions that she may have scratched one of Buffy’s DVDs by mistake. Buffy plans her death imminently, as they walk inside, arms around each other, their bond reaffirmed.