At
Sunnydale High School,
Cordelia (
Charisma Carpenter) chats with
Harmony (
Mercedes McNab) and her boyfriend Mitch (
Ryan Bittle) about spring fashion and the May Queen contest.
Buffy (
Sarah Michelle Gellar) accidentally bumps into them, dropping various Slayer items from her bag. When she makes up an excuse about borrowing them from
Giles (
Anthony Stewart Head) for a history project, they laugh at her for spending so much time in the "creepy library." After English class, Cordelia sets up a meeting with Ms. Miller (
Denise Dowse) the next day to discuss her paper. In the boys' locker room, Mitch is attacked by a floating baseball bat. As
Xander (
Nicholas Brendon) and
Willow (
Alyson Hannigan) tease Cordelia about her May Queen campaign, Buffy admits she was May Queen at her old school. Their conversation is cut short when they hear Mitch has been found beaten.
Principal Snyder (
Armin Shimerman) arrives, and Mitch explains what happened as he is taken to the hospital. Willow and Xander distract Snyder, allowing Buffy to sneak into the locker room, where she discovers the word "LOOK" spray-painted on the lockers. During lunch, the gang suspects a
ghost is behind the recent attacks, and Giles asks Xander to help with the research. Meanwhile, Cordelia tells Harmony that Mitch is recovering but too bruised for
prom photos. Harmony is suddenly pushed down a staircase by an invisible force, injuring her ankle. Buffy follows the sound of laughter into the band room, where she feels someone bump into her but sees no one. Xander suggests it could be an invisibility cloak like those used by the
Greek gods, but Buffy dismisses the idea due to the petty nature of the attacks. Later that night, while searching the school, Buffy follows the sound of a
flute. In the library, Giles is startled by
Angel (
David Boreanaz), who offers to retrieve the Pergamum Codex, an ancient book of prophecies. In another flashback, Cordelia and Harmony talk in the bathroom while ignoring Marcie (
Clea DuVall). In the present, Cordelia is crowned May Queen. Reviewing Willow's list of missing students, Buffy notices Marcie's name and realizes she played the flute, confirming her suspicions. After Buffy discovers Marcie's hideout above the band room, Marcie sneaks into Ms. Miller's classroom and attempts to suffocate her with a plastic bag. Cordelia arrives just in time to save her. As they leave, the word "LISTEN" is scrawled on the chalkboard by an invisible hand. In the library, they examine Marcie's yearbook and notice it's filled with impersonal messages like "Have a nice summer!" — the kind people write when they don't know someone well. Willow and Xander are shocked to learn they had several classes with Marcie the previous year but never noticed her. Giles theorizes Marcie became invisible because people treated her as if she didn't exist: a result of
physics, not
magic. In a flashback, Marcie raises her hand in class but is overlooked by Ms. Miller. As she slowly lowers it, her body begins to fade from view. Cordelia runs into the library and begs Buffy for protection, just as the group realizes she is Marcie's next target. They decide to use Cordelia as bait, with Buffy as her bodyguard. In the hallway, Cordelia confides in Buffy that despite being popular, she often feels lonely — but says it still "beats being lonely by yourself." Marcie lures Willow, Xander, and Giles into the boiler room, locks the door, and turns on the gas. She then kidnaps Cordelia and Buffy. At the Bronze, Buffy and Cordelia wake up tied to chairs. Realizing her face is numb, Cordelia sees the word "LEARN" written on a curtain. Marcie reveals her plan to disfigure Cordelia's face as a lesson. When a flying scalpel cuts Cordelia's cheek, Buffy uses her
Slayer senses to locate Marcie and knocks her out. In the boiler room, Angel rescues the others and gives Giles the Codex. Two
FBI agents arrive to take Marcie into custody. The next day, Cordelia surprises the gang by thanking them for their help. However, she mocks them when Mitch arrives, not wanting to risk her popularity. Meanwhile, Marcie is taken to a school for invisible students, overseen by the FBI. In class, she opens a textbook titled
Assassination and Infiltration and grins. ==Cultural references==