The next day at school, Willow gathers the gang for a monster autopsy. But she and Cordelia, whose egg has also spawned a creature, wind up decking Buffy and Xander and dragging them into a broom closet. Then, Willow, Cordy and a bunch of other students and teachers head zombie-like to the basement with shovels and axes. Even Joyce winds up getting possessed, when she comes to school to fetch her grounded daughter and instead finds a spaced-out Giles, who throws one of the creatures onto her.
When Buffy and Xander come to, they find a book which explains what's going on. There is a creature in the basement called a bazor, whose offspring attach themselves to human hosts and take control of their motor functions. They follow a possessed student to the basement and discover Willow, Cordy, Giles, Joyce, and a bunch of others harvesting eggs from a gigantic slimy parasite. As Buffy looks for a weapon big enough to toast this mama bazor, the Gorch brothers show up. One of the bazor's tentacles drags Buffy under the floor, and suddenly all the babies fall off of their human hosts, who then fall to the ground. Somehow Buffy emerges victorious and the Gorches know they've met their match. The newly-unzombied Giles stumbles for an explanation for what's happened to everyone, and tells the student body there'd been a gas leak. Once Joyce gets her bearing, Buffy is more grounded than ever. She's not allowed to leave her room, but that doesn't stop her from making out with Angel, who she kisses from her window as he is perched outside.