A little boy is sitting on the roundabout in the playground waiting for his mum to pick him up when Drusilla spots him. She goes over to him ans starts to talk to him. She asks him what song his mum would sing when she finds his body and is about to make a meal out of him when Angel shows up and tells the kid to run away.

Buffy is walking across a nearby roof when she spots Angel talking to Drusilla, and watches as Drusilla kisses him. Angel pulls away and tells Dru that there will never be anything between them again.

The next day, an old friend of Buffy's turns up at school. His name is Billy 'Ford' Fordham and he used to go to Buffy's old school, Hemery. His dad's got a new job and he's transfered to Sunnydale. Buffy's friends are curious about this new, seemingly nice guy.

Later Buffy and Ford go to the Bronze where they meet up with Xander and Willow. Angel is introduced to Ford and is instantly suspicious of him. (or jealous) When they are leaving, Buffy hears a noise and goes to investigate, telling Ford to go home. he follows her and sees her dusting a couple of vamps. She tries to cover and say she spilt up a pair of fighting cate, but Ford tells her that he knows that she is the Vampire Slayer, and that he's known ever since she left LA.

Later, Ford goes to a seemingly deserted building and is let in. he goes down soomestairs into a basement and a closed club. It's very Gothically laid out with lots of velvet and whatnot and televisions playing classic vampire movies. All the patrons are kids who want to become vampires.

Angel goes around to Willow's house and gets her to search the internet for more information on Ford. Willow accuses him of being jealous until she discovers that Ford isn't enrolled in the school.

Buffy and Ford are out patrolling around the school when they are set upon by a pair of vamps. Buffy kills one but Ford makes a deal with the other, he wants to meet Spike and in return the she-vamp lives. The she-vamp runs off and when Bufy finds Ford, he pretends to be brushing vamp dust off him.

Angel, Willow and Xander find the wannabe vamp club and get let in by saying they are friends with Ford. Once inside though, they are a little bit conspicuous, although there is a wannabe there dressed exactly the same as Angel. They find out that Ford and his friends want to be vamps and decide to keep it secret from Buffy.

Buffy pages Giles and gets him to come into school. She is a little worried about the amount of vamp activity going on so close to the school. They meet up in the library and are discussing the problem when the vamp Ford supposedly killed comes running out of the Stacks with one of Giles's books.

Ford goes to the factory. Spike isn't impresses that a human managed to get in unscathed and is about to kill Ford when he makes Spike a deal. Ford will give him Buffy if he'll make Ford a vampire. Spike is going to kill him anyway, when Dru stops him. He agrees to Ford's terms.

Angel warns Buffy about Ford. She is annoyed that her friends went behind her back. She asks about Drusilla. Angel tells her that he is her sire, that is was obsessed with her and that he killed her family to get to her, making her mad in the process.

Angel takes her to Ford's club and when she goes in to face him they lock her in. The door can only be opened from the outside and the vamps are on their way. She tries to explain to them exactly what being a vampire would entail and that being one won't guarentee them eternal life because she'll kill them. Ford takes her to one side and tells her that he has brain cancer and only has six months to live. Being a vampire is the only way he can see of not dying.

When the sun sets, Spike, Dru and the other vamps let themselves in and start feeding off the vamp wannabes. Buffy attacks Dru and threatens to kill her unless Spike lets all the humans go. Buffy escapes, locking Spike, Dru, Ford and the other vampires inside.

Buffy goes back once all the vampirs have escaped and fonds Ford lying there dead.

A few days later, Buffy and Giles are standing infront of Ford's grave discussing the unfairness of life. Ford got his wish to become a vampire and claws his way out of his grave where Buffy dusts him. She and Giles leave the cemetery still talking about the unfairness of life and Buffy asks Giles to lie to her.