Writer: Joss Whedon
Director : David Solomon

Cast : Sarah Michelle Gellar as Buffy Summers, Nicholas Brendon as Xander Harris, Emma Caulfield as Anya, Michelle Trachtenberg as Dawn Summers, James Marsters as Spike, Alyson Hannigan as Willow Rosenberg.

Main guest stars : Anthony Stewart Head as Rupert Giles, Alex Breckenridge as Kit, David Zepeda as Carlos, DB Woodside as Principal Robin Wood, Kali Rocha as Halfrek, Adam Busch as Warren, Clare Kramer as Glory, George Hertzberg as Adam, Juliet Landau as Drusilla, Mark Metcalf as the Master.

Original broadcast date : September 24, 2002

My one-line description: The proof a soul is as good as LSD Spike and his Sergeant Pepper's Lonely Hearts Club Band of Big Bads.

In Istanbul, a young girl is running away from two hooded figures. They catch her in a dead end, but she manages to climb a gutter, onto a roof  where one of the hooded figures confronts her. He shoves her off the roof, and she falls to the ground where the other hooded figure stabs her.

In a cemetery, Buffy is telling Dawn that slaying is all about power the vampire (who is presently trying to wriggle out of his grave) has it, and Dawn (who has a stake in her hand) doesn't. Buffy tries to convey to her sister how formidable the vampire is, but there's just one setback the vampire is stuck in his grave and can't get out. He calls for help, and a groaning Buffy pulls him out of there; he turns on her, but she directs him to Dawn. He attacks the teenager, who tries to defend herself even managing to stake the fiend, albeit no through the heart - but she's no match. As the vampire bites her, she calls out to her sister, who shows up behind her and takes care of the vampire. She tells Dawn that this is not the real evil what's starting up again in a few days is.

An attractive and enthusiastic young man cuts the ribbon to inaugurate the brand-new Sunnydale High, built right on the spot where the old one stood.

In a bucolic field in England, Giles is riding a horse. Nearby, an exotic flower sprouts out of the ground. Giles approaches Willow and tells her that doesn't belong there. Willow replies that she can feel the earth it's all connected, the roots everywhere it's beautiful. She and Giles discuss the Coven's guardianship of Willow and her magic she's saddened by the fact that they all seem to be afraid of her. I just want to be Willow, she concludes.

In Sunnydale, a very nice Chrysler Concorde pulls up at Buffy's place. Xander gets out of the car, all suited up for business. Buffy greets him at the door he's here to pick her and Dawn up for the teen's first day of high school. Buffy's worried about Xander's crew building the new school where so much trouble was had, but Xander is adamant there are no pentagrams or secret passageways. As Dawn arrives in the kitchen, he pulls out the blueprints and shows the girls something neat the Hellmouth, which was under the library, is now under the Principal's office Buffy isn't reassured, but Xander draws her attention to the gift she prepared for Dawn. Remembering it, Buffy fishes a wrapped box out of a drawer and hands it to her sister. Dawn guesses that it's a weapon

Xander drops the girls off at the new Sunnydale High. Buffy gives some last-minute advice to Dawn, the gist of it being to stay away from anything weird The principal, Robin Wood, arrives and mistakes Buffy for Dawn's mom, causing her to wonder if she has mom hair. After Wood has welcomed them and departed, Dawn leaves for class.

Buffy walks through the new school. She encounters a noise but it's just a kid playing with a basketball. She goes to the washroom, where she looks at herself in the mirror to ensure she doesn't have mom hair. Glancing down, she finds what looks at first like a wooden doll She picks it up, and suddenly, a dead woman appears in the mirror. You can't protect her. You couldn't protect me! The decomposed figure accuses. Buffy whirls around nothing. Suddenly, another dead person a man appears and yells Get out, get out, get out!!! (gee, that's familiar) Buffy backs away but again, she's alone.

In class, Dawn is taking her turn standing up, introducing herself (making cute jokes about Britney Spears) when suddenly Buffy bursts into the classroom, shouting that it's not safe here. Noticing everyone looking at her, Buffy tries to cover badly and ends up saying Dawn is in trouble of smoking. She leaves, and a humiliated Dawn resumes her introduction: I also have a sister.

At the Espresso Pump, a couple of musicians is playing while Anya, having coffee with Halfrek, comments that the couple will last six weeks before the female musician wants vengeance. Halfrek points out to Anya the lower demons including D'Hoffryn think she's gone soft on vengeance since she lost her powers and fell for Xander. She adds that D'Hoffryn and the old ones are sensing that something big is coming and it's a bad time to be a good demon. Outraged at what she thinks is an intervention, Anya thinks her demon friends should be here. Sweetie, they are, Hallie says calmly.

Buffy walks up to Xander, who is at work on the science building of the school which is still under construction and informs him that school is back in session indeed, if you're a zombie ghost-thing. She adds that they talked about protecting people, and wanted her to leave.

In class, a boy asks Dawn for a pencil. She opens her pencil bag and hands a pencil to him but he's now a decomposed zombie. He stabs at her face with the pencil, and she falls to the floor, screaming and covering her eye. The teacher rushes forward, the whole class looks at her, but Dawn gets up, saying it was a bee which she's allergic to. She asks permission to go to the washroom, and leaves. Guess it runs in the family, a boy comments.

Dawn sits in a stall in the washroom when suddenly she hears a sobbing sound. She goes to investigate, opening each stall until she comes up on a girl, looking terrified and crying. She tells Dawn there is someone in here with them.

Meanwhile, Buffy, walking away from the Science Building, runs into Principal Wood. He wonders what she's still doing there, and she tells him she's getting the feel of the new school. He admits that he knows a bit more than he should about Buffy he's been through her file, which makes interesting reading.

Dawn introduces herself to the girl and helpfully offers that they leave together. Rising, the girl introduces herself as Kit. Dawn asks whether Kit saw something creepy, but Kit is convinced Dawn wouldn't believe her. Suddenly, the girls are surrounded by three zombie-ghosts, and the lights overhead start exploding. Screaming, the girls try to leave, but decomposed hands rise from the floor, clutching at them. A hole opens up in the floor, and Dawn and Kit fall through it.

A terrified look on her face, Willow falls back into Giles arms, panting. He calms her down, tells her to breathe, and then asks her what she saw. Willow says once more that it's all connected only it's not all beautiful. She saw the Earth, and she saw its teeth. Giles concludes that the Hellmouth is opening, and Willow confirms that it is and it's going to swallow them all.

Kit comes to in the basement, and helps Dawn wake up. They look at the hole they came through, and set off in search of a staircase. As they walk, Dawn asks Kit about the zombie-ghosts, and the girl reports they told her they died here, and that she would die here as well everybody dies here. Suddenly, they run into a boy, who is also looking for a staircase; he explains that he came down here for a smoke, when he ran into the janitor who turned out to be a zombie and ran away. As the teens talk, three zombies appear and contribute to the discussion by saying they, too, tried to run away but couldn't. They start advancing on the three students, when Dawn remembers the gift Buffy gave her a cell phone.

Upstairs, Buffy is telling Principal Wood that there were "factors" in her accumulating such a thick file. She's trying to convince him Dawn is actually worse, when her cell phone rings. As Dawn tells Buffy about her predicament, the Slayer tells Wood it's a dog walker phoning her. Hearing the word "dead", Wood is a bit confused; as Buffy hangs up and quickly walks away, he wishes her best of luck with her "dog tragedy" (har har).

In the basement, Dawn hangs up and tells the others to sit tight. Suddenly, they look around, and wonder where the zombies disappeared off to Not too far: one of them grabs Dawn from behind. Meanwhile, Buffy walks into the washroom and jumps into the hole. She lands in the basement, and tries Dawn on her cell phone. One of the zombies answers and tells her it's too late Buffy is unfazed she wants to know what the zombies want Fear? Revenge? Tasty brains? They advance on her, blaming her for their deaths, but Buffy comments that she doesn't care how they died  she just wants to find her sister. The zombies tell her they want her to leave, so they can rest again, but suddenly Buffy notices that they're interposing themselves between her and a door. She charges at them, again and again, until she manages to pry it open and run into Spike.

Spike looks like a mental hospital patient he's confused and a bit disheveled, his hair is longer and the roots are more than showing. Buffy is astounded. He starts laughing, a not very sane laugh. Buffy, duck he says. Duck? There's a duck? she asks, confused, before a zombie hits her with a pipe. As she fights off the zombies, Spike retreats into his room, uncaring or unable to care. Buffy manages to barricade herself in the room, locking the door; she asks Spike if he's seen Dawn, but realizes he's not quite alright he answers with nonsense, drawing his shirt closed over his chest. She softly opens the shirt, and sees that his chest is gashed and bruised. She asks him what he did; he replies that he tried to cut out his heart Buffy's cell phone rings it's Dawn, reporting that she thinks she's in a room near a furnace. She wonders what the zombies want, and Buffy doesn't have an answer but Spike does. He says they're not ghosts they're manifest spirits, raised to seek vengeance and controlled by a talisman. Buffy hangs up and looks at Spike with concern before going to look for Dawn. Outside Spike's room, the zombies are gone. Remembering the talisman, Buffy opens her cell phone again and calls Xander.

Elsewhere, Kit and the boy student Carlos are wondering what to do. Dawn instructs them to look for weapons, and Carlos finds two bricks. Dawn empties Kit's bag and puts the bricks inside. She's just in time the zombies have reappeared. They tell the teens they'll never get out; they picked them because they were the ones nobody would miss. Dawn runs forth and hits the zombies with the bag; she scores a few good ones before a zombie knocks her down. Kit screams; Buffy hears her, and starts running in their direction.

Xander arrives in the washroom, takes in the hole in the floor, and starts looking for the talisman. Meanwhile, Buffy rushes to the teens rescue; she takes Dawn's brick-bag and starts going at it with the zombies. Upstairs, Xander has found the talisman and is about to break it, but he's attacked by another zombie (figures) He finally manages to break the talisman, and it disappears in a poof of mist, as does the zombie. In the basement, the three other zombies vanish as well Buffy muses that Xander must have broken the talisman; Dawn wonders how Buffy knew there was a talisman There's always a talisman, Buffy replies. As Buffy and the three teens leave, Dawn comments that her sister wasn't kidding about this place. I don't know, Buffy quips. It seems smaller.

In the hallway upstairs, Buffy advises the three teens to stick together, and they'll be OK. Kit hugs her, and Carlos calls her the coolest mom ever. Again, Buffy looks alarmed as her hands go to feel her hair (mom hair?); Dawn kisses her on the cheek, and the three new friends leave. Principal Wood comes over to Buffy, impressed with the way she handled Carlos and Kit, two students whose files are almost as thick as Buffy's. He asks her if she would mind sticking around the school more he has some money in the school budget to have someone around, someone nearer the kids age, whom they can relate to. Without even hesitating, Buffy accepts. He tells her the pay isn't good, but she replies that her schedule isn't too hot either. Principal Wood is elated at hiring his first parent on the first day of school. I'm gonna be the best principal ever! he jokes.