Buffy, Dawn, & Xander wait for Willow at the airport. Willow gets off the plane and does not see her friends. Willow goes to the Summers home and waits for her friends where she falls asleep. Buffy, Xander, & Dawn go home and talk about Willow's disappearance.

In the morning, Willow goes to the magic shop and finds Anya cleaning it up. Anya does not give her a warm welcome and Willow feels very guilty about everything. They talk and Anya fills Willow in on what everyone has been up to when she was in England. Willow goes to Xander's construction site only to find a skinned body. At the same time, Xander and Buffy are looking at the same body and wonder if Willow is the cause of it.

Willow goes to Sunnydale High and finds an insane Spike in the basement. He talks to Willow about the dead body but also seems to b talking with someone else. Buffy and Xander go to the basement and find Spike seemingly talking to himself. They get very little info from him as he is also talking to Willow.

Willow goes to Anya's apartment for help to find the demon that skinned the man. Anya helps Willow cast a locator spell. Willow walks to find the demon. Meanwhile, Dawn has figured out that is a Gnarl demon that paralyzes its victims, eats their skin, and drinks the blood. Buffy enlists with Spike's help to smell the blood trail and he leads them to a cave where Willow already is. The Gnarl scratches Dawn, paralyzing her. Buffy and Willow rescue Dawn but accidentally trap Willow in the cave with the Gnarl. The Gnarl paralyzes Willow and starts to eat her slowly.

At the Summers home, Buffy looks for ways to save Dawn for being paralyzed. Anya comes to stay with Dawn so that Buffy and Xander can go back to the cave. Anya tells them about talking with Willow and they realize that they left her in the cave. Bringing Anya along, they go back to the cave where Buffy fights the demon, killing it. Anya goes for help and Buffy and Xander talk to Willow of where they think they is even though they can't see each other. Eventually the spell making them invisible to each other wears off after Willow realizes that her friends didn't abandon her.

The next day, Willow meditates and uses magic from the earth to regrown her skin. Buffy and her talk and they meditate together as Willow is still weak.

This episode originally aired on October 8, 2002.