Dorm life proves to be a challenge as Buffy has to deal with a roommate who is more than a little bit difficult. Kathy continually imposes her idiosyncrasies onto Buffy and even begins to invade her dreams which has Buffy acting just a little too strange about the situation. Buffy sets her sights on Parker Abrams, the first college guy to pay her any attention, but when Kathy becomes more friendly with him than her, Buffy declares that she must kill Kathy.

Spike returns to Sunnydale with his new girlfriend, the now vampire, Harmony. Spike is searching for the Gem of Amara - a stone which makes vampires invulnerable - and he believes that it is buried somewhere under Sunnydale. Buffy is preoccupied with her budding relationship with Parker and eventually sleeps with him, but she is devastated when he grows distant the next day. Meanwhile Anya returns and throws herself at a flabbergasted Xander.

To help Buffy get over the pain of having been used by Parker, the gang head to a fraternity Halloween party expecting a few cheap scares and a bit of harmless fun. Unfortunately, some accidental magic turns the party into a house of horrors where everyone's fears come to life.

Still trying to come to terms with Parker's womanizing, Buffy starts to hang out at the college bar where she and a group of upper-class students live up the college life, with getting drunk. After a few nights of hanging out with the guys and drinking, they all start to regress because of the 'special' beer.

Oz escapes from his cage during a full moon and runs across another werewolf, the sultry, sexy singer Veruca; and wakes up next to her naked in the wilderness the next morning.

Having been captured by the commandos who have been lurking around campus, Spike is being held hostage in a hi-tech prison-like facility. He manages to escape and heads to find Buffy, whom he assumes is responsible. Instead he finds the helpless Willow.

After his partner Doyle has a vision of Buffy in trouble, Angel comes to town secretly to make sure she is alright. At the groundbreaking ceremony for a new Cultural Center at the college, Xander falls into a sacred Indian burial area and releases Hus, a vengeance spirit of the Chumash Indians, the original residents of the Sunnydale area. Buffy is determined to have a traditional, home-cooked Thanksgiving dinner, but Xander has come down with a debilitating mystical disease, and people connected to the Cultural Center start dying mysteriously.

Feeling adrift after loosing Oz, Willow casts a spell to make her desires come true. The spell seems to fail, but strange things begin happening to her friends when Willow gets angry.

The entire town of Sunnydale goes silent when a group of strange creatures called The Gentlemen appear and steal everyone's voices. Buffy and gang must solve the mystery and overcome the bad guys without being able to discuss their battle plan.

Now that Riley knows that Buffy is the Slayer, and she knows that he is one of the mysterious commandos, they are having a hard time redefining their relationship. Meanwhile, to distract Giles from focusing on the commandos, Buffy tries to convince him that the recent earthquake might be a prophecy of doom and should be investigated. Then, when a new group of demons shows up in town stealing items of a mystical nature, it appears that she may be right after all.

At Buffy's 19th birthday party, Giles has a realization. He is an unemployed, middle-aged man hanging around with a bunch of teenagers. He feels even worse when he finds out that he is the only one who doesn't know about Riley and the Initiative. Feeling useless and insecure, he runs into Ethan Rayne, but the confrontation ends in drinks at the local pub rather than the usual fisticuffs. The next morning, Giles looks in the mirror and sees a massive Fyarl demon looking back at him.

Buffy and Riley get mutually suspicious of each other when Buffy reveals that Professor Walsh tried to have her killed. When Professor Walsh is found dead things get even more out of hand, with the commandos quick to blame Buffy. Riley is even more agitated when he sees Buffy with Spike (hostile 17) and then again at Willy's Place. Riley progressively gets sicker and we learn that the commandos have been taking medication to increase their strength. Meanwhile the man-demon-machine Adam that Professor Walsh created is roaming Sunnydale and even Buffy can't seem to stop him.

After 8 months in the coma that Buffy put her in, Faith awakens to wreak her revenge. Thwarted by both Buffy and the cops, Faith retrieves a mysterious gift from the Mayor from beyond the grave, and confronts Buffy in a climatic slayer-on-slayer battle...

After Faith activates the device left for her by the Mayor, it becomes apparent that she and Buffy have switched bodies. Now Buffy, in Faith’s body, must escape from the Watcher’s Council and convince someone of what has happened. Meanwhile, Faith, as Buffy, has full access to Buffy’s life, her friends, and her boyfriend.

Buffy, Willow, Xander and Anya are out hunting vampires and kill one of a pair. They track the other to a nest and decide to call in the big guns and visit... Jonathan.

Buffy and Riley are spending all their time in bed (and they're not sleeping). Their round-the-clock exploration of each other awakens dark energies in Lowell House, and it is up to the Scoobies to save the day.

Tara and Willow's relationship seems to be progressing when Oz returns to town. Through his travels Oz has found a combination of charms, potions and meditation that allows him to avoid turning into a werewolf. When Oz discovers that Willow and Tara are more than friends he loses control and as a werewolf chases Tara.

Adam enlists Spike to turn the gang against each other, leaving Buffy alone and helpless. Playing on their fears about how the others perceive them, Spike begins to sow discord among the Scooby's. Meanwhile, into the chaos walks Angel, who has come to apologize to Buffy for the fight they had in L.A., but Riley sees only that there is another vampire in town.

Adam reveals that Riley has a behavior modification chip located just over his heart and wired into his central nervous system. Buffy realizes what Spike is doing and tries to pull the gang back together in time for a final showdown with Adam inside the Initiative itself.

Unable to sleep after their victory, Buffy, Xander, Giles, and Willow decide to stay up late watching movies and immediately fall asleep. One by one, their dreams take a dark and twisted turn as a sinister force stalks each of them through the dream world and their own psyches.