The Sadie Hawkins dance is approaching, but Buffy isn't in a romantic mood, and goes to the library to see if there's any slaying to be done. There she stops a boy from killing his girlfriend with a phantom gun. The next day, Xander is attacked by a disembodied arm in his locker, Giles sees another couple fight in exactly the same way as Buffy did — only this time the man shoots the woman — and the cafeteria is infested with snakes. The gang decides a poltergeist is to blame, and try to exorcise it, but the ghost brings on a horde of wasps. The ghost is that of a Sunnydale student who killed his lover, who was a teacher in the school, then killed himself out of guilt. Later, the ghost lures Buffy into the school, and Angelus goes to kill her; however, he becomes possessed by the teacher's personality, while Buffy becomes the boy. She shoots Angelus (which doesn't kill him, of course) and he forgives Buffy / the ghost, which finally allows the ghost peace. Meanwhile, Spike has secretly recovered from his spinal injury
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A cute guy named Ben approaches Buffy at the Bronze, hoping she'll ask him to the upcoming Sadie Hawkins Dance, but Buffy, still suffering over what happened with Angel, turns him down. Willow expresses her concern at Buffy's increasing withdrawal, but Buffy doesn't agree. She leaves, planning to see Giles at the library on her way home.
When she gets to the school, she sees a guy holding a gun on his girlfriend. "Don't walk away from me, bitch!" he screams. Buffy disarms him before he can shoot, but the gun disappears, and both the guy and his girlfriend can't explain what was going on or what they were fighting about. Buffy's turn as a good samaritan lands her, not surprisingly, in Principal Snyder's office, where he swears to find out how the whole incident is her fault. When he leaves her alone for a minute, a Sunnydale High yearbook from 1955 mysteriously falls out of the bookshelf and lands on the floor. Later in class, Buffy drifts off and sees a scene right out of the 1950's — she watches class let out, and sees a student named James share a seemingly too-intimate moment with his teacher. When she snaps out of it, she finds that her present-day teacher has written "Don't walk away from me, bitch!" on the blackboard. Then, as she tells Xander of the incident, a hand thrusts out of his locker and tries to pull him in. Buffy fights it off and slams the locker shut, but when she and Xander re-open the locker, the hand is gone. They take their experiences to Giles, who surmises a poltergeist. He says that someone died with unresolved issues, and the only way to make the ghost go away is to resolve those issues. That night, teacher Ms. Frank leaves for the night, saying good night to George the janitor. But as she walks away, a gun appears in his hand.
Giles is working late and hears the argument. "Don't walk away from me, bitch!" George yells. Then Giles hears a woman's voice whisper, "I need you." Thinking it's the late Ms. Calendar, he goes to investigate, just in time to see George shoot Ms. Frank dead. As Giles tackles George, the gun dissipates. Just like the couple the previous night, George has no idea why he did it. Giles is convinced the ghost is Ms. Calendar's, but the kids beg to differ. On the 'Net, Willow reads about an incident in 1955 where a student named James Stanley killed his teacher, Grace Newman, when she broke up with him, then went to the music room and killed himself. The story strikes an angry chord in Buffy, who plans to deal with James' ghost harshly. Later that day, the school lunch mysteriously turns into a mass of snakes, causing an evacuation of the school. Principal Snyder tells the police chief that he doesn't know how much longer he can cover up the existence of the Hellmouth. That night, Willow tells the four teens of an exorcism ritual called a Mangus Tripod, which they head off to the school to perform. As they enter, all the school's doors slam shut.
Meanwhile, Spike, Drusilla and Angel have moved into new garden-like digs, where Dru has a vision. "A gate. It's opening," she says. "It's black. It wants her. The Slayer." At the school, Buffy hears the song "I Only Have Eyes For You" and peers into the music room to see James dancing with Miss Newman — except his face is horribly decomposed. Giles is trying to contact Ms. Calendar's ghost, but when Willow is nearly consumed by a whirlpool that appears from nowhere, he is forced to conclude the spirit couldn't possibly be Ms. Calendar. The students attempt the exorcism, but it's clear it was unsuccessful when a cloud of wasps hurtle towards them. They escape in time to see the wasps cover the outside of the school. Heading to Giles' house, Buffy reiterates her conviction that James doesn't deserve forgiveness for what he did — only it's now clear that she's also refusing to forgive herself for what happened with Angel. Hearing a voice that sounds like Angel's whispering, "I need you," she returns to the school, where the sea of wasps parts to let her in.
Giles and the kids hope that since the school is deserted, there'll be no-one to act out James' part and Buffy won't get shot, but they don't count on Angel showing up, which he does. He seems ready to kill Buffy, but then they're both possessed and start re-enacting the scene — but the genders are reversed, with Buffy playing James and Angel as Grace. The scene plays out to its gruesome end, with Buffy/James shooting Angel/Grace, then going to the music room where she puts on the song "I Only Have Eyes For You" and prepares to shoot herself. But Angel, whose undead body was not killed by the gunshot, arrives to stop her, and through him Grace forgives James for killing her. Angel and Buffy kiss, and the ghosts finally go to their rest. As they snap out of it, Buffy breathes, "Angel," but the vampire shoves Buffy away and runs from the room. Disgusted, he tries to wash the memory of love away, and finally decides to take Dru and go feed. "Try to have fun without me," he tells Spike. "Oh, I will," Spike says, standing up and trashing his wheelchair after Angel and Dru have left. "Sooner than you think."
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