At the Bronze, Xander rehearses asking Buffy out to the prom by trying his speech out on lovesick Willow. Meanwhile, Buffy is having a closer call than usual with her vampire attackers. Giles reads a frightening prophecy about he Master and the Slayer, and an earthquake hits Sunnydale.
Buffy tells Giles about her attack and lets him know she's starting to get scared? When Xander finally gets the nerve to ask her out, she turns him down, saying she doesn't think of him that way and doesn't want to spoil their friendship. In the library, Giles and Ms Calendar discuss the prophecy: the earthquake, along with several strange occurrences in Sunnydale, seem to confirm that the apocalypse is near. Buffy overhears Giles telling Angel 'Tomorrow she'll face the Master and she will die'. Buffy freaks out and tells Giles she wants to quit. More signs of the end appear: a roomful of students, including Cordelia's new beau, are found dead at school, totally unnerving Willow, who discovers their bodies. Buffy decides that even though she's afraid, only she can try to save the world by facing the Master. She goes out with a crossbow, and the Anointed One leads her to the Master. Meanwhile, Xander enlists Angel's help to try and protect Buffy.
The Master bites Buffy, and she drops into a puddle. This allows him to break through to the 'other side'. Xander and Angel finds Buffy, and Xander is able to revive her using CPR. Meanwhile, Cordelia, Willow and Ms Calendar find themselves driving through a sea of vampires in the streets. They try to escape to the library, but the undead follow them. As they try to fight them off, a huge, horrific monster comes up through the floor and attacks them. Buffy makes it back to the school and fights the Master in the roof. She throws him through the roof window and he falls though, getting impaled on the way down. He disintigrates and the monster and the vampires disappear with him.