As a class project the gang is required to carry around an egg for a week and pretend and take care of them as if they were children. There is something a little strange about the eggs, they hatch into puppet master type creatures that control their victims. while trying to discover what these are and who has been taken over they find out there is a very large ugly demon named Bazore beneath the school that is hatching the eggs. It is taking over everyone in town and forcing them to help free and feed it. Meanwhile, a couple of good old boy Texas vampires by the name of the Gorch brothers are in town gunning for Buffy.