Written by Joss Whedon and David Greenwalt; directed by Bruce Seth Green

Buffy awakens from a nightmare in which the Master is about to kill her. Her mother assures her that her father Hank (Dean Butler) is still coming to get her so they can spend the weekend together. Buffy tells Willow that her parents divorced recently but that her father wants to keep in touch with her. The Scoobies bond with a student named Wendell over their dislike of Cordelia, who is acting “Evita-like.” During class Buffy spots a young boy in the doorway. Wendell opens his textbook and screams - there are tarantulas crawling out of it. The boy in the doorway apologizes.

The Master speaks to the Anointed One about fear and Collin says that he feels a change coming. Buffy spends her morning fretting that things won’t go smoothly with her visit with her father. Xander teases Willow about her panic over the spiders the day before. The Scoobies go to the library to meet with Giles, who is wandering around in the stacks. He sends them to talk to Wendell, who tells them that he doesn’t hate spiders - he loves them. He went off to camp one summer, leaving his pet spiders in his brother’s care, and when he returned they were dead. He explains that he’s had nightmares about spiders before and believes they hate him. Meanwhile, Buffy is shocked to hear that she has a history test and has trouble finding the classroom. Time moves quickly and she is barely able to sharpen her pencil before class is over. She spots the boy from before; he follows a girl named Laura into the basement and watches as a man attacks her, yelling, “Lucky nineteen!”

Giles and Buffy visit Laura in the hospital and learn that her attacker said, “Lucky nineteen.” A doctor tells them about another victim, a young boy who is in a coma after being attacked in a similar way. Willow and Xander head to class, where Xander suddenly discovers that he’s sans clothing. Back in the library Giles admits to Buffy that he can’t read. Buffy researches the fist victim and discovers that his name is Billy Palmer and that he was attacked after a little league game. Giles tells her about astral projection, the idea that a sleeping person has an astral body which can travel on its own. Hank arrives and asks to speak to Buffy alone. He tells her that she is to blame for his and Joyce’s divorce and that he doesn’t get anything out of their weekends together. Giles tells Willow and Xander about Billy and reveals that when his astral body crossed over, the nightmare world came with him. Students’ nightmares continue to come true as Cordelia has a bad hair day.

Buffy encounters Billy again; he tells her that he is Lucky Nineteen and that the Ugly Man wants to kill him. The Ugly Man attacks Buffy while the Scoobies split up to find her. Cordelia again faces her worst nightmares when she is dragged off for a meeting of the chess club. Willow is lured to the basement while Xander follows a trail of chocolate bars and Buffy and Billy wind up in a cemetery. Willow finds herself backstage, expected to sing Madame Butterfly. Her stage fright causes her to run offstage. At the end of the chocolate trail Xander encounters a knife-wielding clown. The Master finds Buffy in the cemetery and attempts to bury her alive.

The Scoobies meet up again, though Xander is still being pursued by the clown. Fed up, Xander finally punches the clown, knocking him out. The three spot the cemetery across the street and head over to look for Buffy. They come across a headstone with Buffy’s name on it and Giles realizes that they’re in his nightmare. He apologizes for failing Buffy, but she’s not dead - she’s a vampire. Giles announces that they must wake Billy up to get everything returned to normal. Back at the hospital the Ugly Man is still around. Buffy fights him, then gets Billy to unmask him. The world returns to normal and Billy awakens, believing that everything that happened was a dream. His little league coach arrives and the Scoobies realize that he was Billy’s attacker. Back at school, everything having been sorted out, Buffy heads off for a weekend with her father and Willow confirms her suspicion that Xander still had the hots for Buffy when she was a vampire.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Clowns aren't as tough as they look.

GRADE: B We learn some background info on the Scoobies, but the whole Billy/Ugly Man thing was a little too weird.


MEMORABLE QUOTES - Willow: “So, why is this happening?”
Giles: “Billy.”
Xander: “Well, that explanation was shorter than usual. It's Billy! Who's Billy?”

Xander: “Probably faster if we split up to look for her.”
Giles: “Good idea.”
Willow: “Oh, uh, faster, but...not really safer.”

“I had to sing! Very bad to sing!” - Willow

“You are a lousy clown! Your balloon animals are pathetic! Everyone can make a giraffe!” - Xander

Willow: “When Buffy was a vampire, you weren't still, like, attracted to her, were you?”
Xander: “Willow, how can you...I mean, that's really bent! She was...grotesque!”
Willow: “Still dug her, huh?”
Xander: “I'm sick, I need help.”
Willow: “Don't I know it.”

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