Dawn finds vengeful spirits in the new Sunnydale High while Giles is rehabilitating Willow in England.
She sees a drain pipe and uses it to scale the building, barely escaping the duo and easily climbing up to the roof.
Once Buffy locks the dead people out on the other side of the door, she realizes Spike is frail and unwell.
In spite of Spike's mad rambling, he is able to tell Buffy that the dead students are not zombies or ghosts, but actually manifest spirits controlled by a talisman, raised to seek vengeance.
[1] Buffy tells Dawn to find a weapon because the spirits are corporeal, and then leaves Spike alone, seeing that he is in no shape to help her.
Dawn throws the weapon to Buffy, who then fights the spirits off as Xander wrestles with one in the bathroom after locating the talisman.
Back in the school proper, Buffy sends Dawn, Kit, and Carlos off to class with some words of advice.
Spike huddles in the school basement and tells an apparition of Warren Mears that he has prepared a speech to give Buffy, but she will not understand what he has to say.
As Warren paces around Spike, he morphs successively into Glory, Adam, Mayor Wilkins, Drusilla and the Master - the previous villains of the series in reverse order.
She is learning control, but feels frightened and distraught because she "killed people" and nearly destroyed the world with her dark magic.