Buffy lies tossing and turning in bed, and after finally giving up trying to sleep she goes out to the cemetry to patrol. Once she has beaten a vampire to a bloody pulp and staked it she returns to bed (and Riley) and falls asleep peacefully.

The next day the gang are down atthe beach, enjoying the last few days of summer. Riley and Buffy are playing with a football and Buffy accidently deemonstrates her Slayer strength on Riley, Slayign the ball in the process. Xander is havign some problems lighting the barbeque so Willow casts a flame lighting spell on it. As she does it a storm suddenly sweeps in off the sea. Willow, who had just been explaining how spells have opposite effects swears it wasn't her.

Elsewhere in Sunnydale, two deliverymen drop off a huge wooden crate at a house. One of the deliverymen drops the end of the crate and the corner splits open. Dirt leaks out. As the two deliverymen start to argue a clawed hand smashes though the wood and grabs one of the around the throat.

The next day, Willow is around at Giles' getting his computer working. Once it is up and running Giles asks her to start scanning in pages from his books. Creating an online refernce -if you would - for the gang to use. willow doesn't understand why she has to do it now, surely scanning books is a winter activity. Giles gets Willow to swear to keep a secret and tells her that he is planning to go back to England. Buffy doesn't need him anymore and there's nothing left in Sunnydale for him. Willow is distressed.

Buffy has dinner with her mother, but skips out early to go on patrol. After pummelign and staking one vampire she is confronted by another. But this is no ordinary vampire. For a start he's dressed funnily. Buffy thinks he's havign some fictional vamp envy. Then he tells her that he's Dracula. buffy doesn't believe it at first, but starts to get a litle starstruck, especially when he says that he's heard of her. Willow and Xander join her and Xander teases Dracula. Buffy tries to stake him but he turns into a bat and disappears.

Back at Giles' everyone is a-buzz with the fact that Dracula is in town. Anya comments on how gorgeous he is and admits that when she was a demon she spent some time with him. he praised her demon-style. Xander and Riley are a bit jealous. Willow tries to get Giles involved in the conversation but no one seems to notice.

After the meeting Xander heads back home but is 'ambushed' on the way by Dracula himself who hypnotises him and tells Xander to be his eyes in the daylight. His job is to lure the Slayer to him.

Riley, meanwhile is paying a visit to Spike. When Spike hears that Drac is in town he tellsRiley that the vampire owes him £11 and that he is a bit of a showoff. he complains that Drac has spoiled it for the rest of the vampires. As Riley leaves Spike tells him that Dracula is to powerful for the ex-commando to take on alone.

Buffy wakes up and finds Dracula in her room. She is helpless against his powers and she aloows him to drnk from her. he notices the scarring from when Angel took a bite out of her andhe tels Buffy that Angel wasn't worthy of her blood. When Buffy awakes the next morning, she sees the bite marks and uses a scarf to cover them up.

While having a donut breakfast, the gang plan their attack on Dracula. Buffy is distracted adn Xander tries to convince the others the they are no match against the "dark Master-bater". Buffy walks out. Riley follows her and makes Buffy take off her scarf. Everyone sees thebite marks. it is a bit of a shock to discover that the Slayer can so easily go under the thrall of the vampire.

Xander volunteers to have Buffy round at his place, for safety while Willow and Tara go to the Summers' house and perfrom the ritual banign vampires from entering. It turns out that Joyce let him in. Giles and Riley go to find Dracula.

Anya wants to meet Dracula, not be stuck on Slayer-duty with Xander. He locks Anya in a cupbaord and takes Buffy to the Dark Master. Buffy faces off with Dracula and tries to control and stake him, but he is easily able to make her put the stake down.

Riley and Giles discover that a 'honking great' castle has mysteriously appeared in Sunnydale. Deciding this is the most likely place for Dracula they enter carefully.

Dracula talks to Buffy of all the things he will do for her while she struggles to regain control of herself and break the thrall. Xander surprises Riley and tries to stop him from going after Dracula, but Riley quickly knocks him out with a single punch.

Giles finds himself victim to the Three Sisters who effectively keep him distracted. (Although he's not trying that hard ot escape) Dracula offers his blood to Buffy and she hesitantly takes a drink. A montage flashback of memories allows Buffy to break his control over her. Riley rescues an unwilling Giles from the sister vampires and they go to save Buffy.

Buffy and Dracula fight in a vicious battle and finally Buffy stakes him. Xander comes out of his hypnotic possession and vows not to be anyone's Butt-monkey ever again. The others agree wth with. Riley also teases Giles.

After they leave, Dracula comes back from the dust. Buffy is there and stakes him, knowing he would come back. he tries a gain but Buffy is still there waiting. Afterwards Buffy talks to Giles, telling him that she wants to be the Slayer again, to learn about her duties and her future. She asks Giles to be her Watcher again and Giles is pleased, he silently decides that he'll stay in Sunnydale. Buffy comes home and announces to her mom that she's going out with Riley.

As she enters her room, a girl is going through her things. She frowns at the girl as her mother says "And take your sister with you,". to which they both chorus "MOM!!"