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In the opening sequence Buffy is hunting the Master in his Lair...or is he hunting her?  He jumps out of the shadows and grabs her by the neck...and then she wakes up.  Her mom tells her that Buffy's dad called, and he and Buffy are on for the weekend.  At school, Buffy relates how her parents' divorce became final last year, but her dad still comes to visit her sometimes.  We get the impression that she feels kind of responsible for their break up, after everything that happened because of her in L.A.  In class, one of the students suddenly freaks out when he sees spiders crawling all over him.  The thing is, everyone else sees them too.  Buffy notices a little boy standing in the doorway of the classroom. In the Master's Lair, the Master is schooling the A-1 about the power of fear...and how if you can control your fear, you can rise above it.  He demonstrates by forcing himself to grab onto a cross.  The next day, Willow and Buffy talk about how intense the spider episode was.  They meet Giles in the library, and he emerges from the stacks looking lost and confused.  The gang goes to question Wendell, the guy the spiders sprang out on the day before, and he tells them that he loves spiders, but they hate him.  Cordelia walks by and tells Buffy about a surprise history test.  Buffy freaks and runs to take the test...which she is absolutely clueless for.  She can't answer a single question, but DOES notice the little boy in the doorway again.  Wendell commiserates that he had the best collection of spiders in the area...but had to leave them in the care of his brother for a few weeks.  When he came back, he found they were dead.  It was after that that the nightmares started...the nightmare where he opens his book in class and spiders jump out and attack him...the same thing that happened the day before...except everyone else saw them too, this time.  The little boy is walking through the hall, and he sees a girl go down to the boiler room for a smoke.  He says "you shouldn't go in there"..but she doesn't hear him.  While smoking in the basement, the girl is attatched by a monsterous looking man with a club for an arm who says "Lucky 19" before he wails on her.  The scene cuts to the hospital where the girl has been taken, and Buffy and Giles go in to talk to her.  She tells them what happened, and what the guy had said.  While asking the doctor if she'll be okay, they find out about a little boy who's in a coma..who had been found beaten a week ago.  At school, Xander and Willow have begun to make the connection that things are happening to people that they may have had nightmares about beforehand, and weird happenings abound.  Xander walks into class and is suddenly naked in front of his classmates.  Giles is in the library, and suddenly can't read.  Buffy comes in and reads the newspaper about the boy from the hospital, Billy Palmer.  He had been found beaten after a little league game the week before.  Buffy realizes that this is the same little boy she's been seeing around school.  Just then, Buffy's Dad shows up to pick up Buffy...he says he has to talk to her about why he and her mother had split up.  Basically he tells her that they broke up because of her.  She starts crying, and he tells her to grow up and stop being a baby, and says he doesn't want to do "these weekends" with her anymore.  He leaves, and Buffy sees Billy again.  Back in the library, Willow finally makes the connection about the nightmares...Giles's not being able to read, Xander's being naked in class.  Their nightmares are coming to life.  Giles tells them about Billy, and how he must have brought the nightmare world he's trapped in out with him, and that's why these things are happening.  Buffy follows Billy, and talks to him in the gym.  She tries to find out what happened to him after the game, but he doesn't remember.  He only knows that "the ugly man" calls him Lucky 19 (his number on the team).  And speak of the devil, the ugly man shows up and fights with Buffy.  He's really strong, so she runs with Billy.  Meanwhile, Giles, Xander, and Willow split up to look for Buffy.  Willow gets drawn into her own personal nightmare, where she's supposed to sing on stage in front of an audience, but she gets stage fright.  Xander gets chased by a killer clown, which he eventually punches out.  (we find out later he has a fear of clowns from his 6th birthday party) While trying to hide from the ugly man, Billy tells Buffy that it's bad when you lose the game...that it was his fault they'd lost that day.  Buffy tells him it wasn't his fault..there were eight other people on the team.  Suddenly they find themselves in the cemetary at night.   Buffy is startled when the Master appears.  She maintains that he can't be free, but he tells her that he can, because she fears it.  He grabs her and buries her alive in an open grave.  The rest of the gang finally meets up again, and make their way into the cemetary, where they find Buffy's grave and Giles reflects on his nightmare that he failed Buffy.  Suddenly she rises from the grave as a vampire...another one of her nightmares.  They all decide the only way to make all of this go away is to wake up Billy, so they head to the hospital.  At the hospital, everything's running amok.  They try to wake Billy up, but can't.  His astral projection is in the room, however, and he tells them he can't wake up because he has to hide from the ugly man, who shows up just then.  Buffy fights him with her combined slayer / vampire strengths, and finally kills him.  This gives Billy the strength to "see" who the ugly man really is, and he wakes up.  Everything goes back to normal.  Just then, Billy's kiddie league coach shows up looking to visit his "lucky 19".  Buffy accuses him of beating up Billy, and once Billy confirms that, the guy tries to run.  Giles and Xander catch him, and all is well.  In the end, Buffy's real dad shows up to spend their weekend together.  Flaws:  When the gang arrives at the hospital, it's sheer bedlam.  Patients running around screaming, Doctors and nurses freaking out, etc.  When Billy wakes up, the gang's still standing there in his room, and they remember everything that's happened.  But the rest of the hospital is back to normal.  What gives?  Also, it was day when Buffy (as a vampire) and the gang went to the hospital.  Yet Buffy is uninjured. Thoughts on the Episode:  Okay episode...I liked the kid who played Billy..I thought he did a good job.  Plus disrobed Xander, and chocolatey goodness :) Best Line:   Willow to Xander:  "personal question? 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."

"Nightmares"

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