Buffy, Anya and Xander tear through the forest, convinced that Willow is after Andrew and Jonathan. Anya uses magic to teleport herself to the nerds' holding cell, while Buffy and Xander have to use more conventional methods. At the jail, Anya fills Jonathan and Andrew in on Willow's rampage and Warren's death. None of the cops buy that the boys are in danger until Willow appears outside and starts ripping bricks from the jail to get at them. While the cops pull guns on Willow, Buffy breaks into the jail and busts the nerds out. In the nick of time, Xander pulls up outside the police station to cart the escapees away.
On their way to a safe place (wherever that is), the gang is rammed by Willow, who has commandeered an 18-wheeler. Luckily, Willow's power is soon tapped out, and the group escapes to the Magic Box. Once there, they realize Willow has absorbed all the power from the books in the shop, with the exception of one ancient (and untranslated) Sumerian book of protection spells. It's their last chance against Willow, whom Buffy suspects is out looking for a new power source.
In Africa, on his quest to rid himself of the chip, Spike undergoes a test that pits him against a fire-fisted demon. Eventually, Spike defeats his opponent, only to discover that this victory is merely the first step toward achieving his goal.
Tired of feeling useless, Dawn convinces Clem to help her find Rack's cloaked apartment so she can help the gang. Little do they know Willow is headed for the same destination, jonesing for a fix. When Willow arrives, Rack's demeanor is seductive. "Tell me, Strawberry," he whispers, "what on this earth do you want?" Willow wants it all: she sucks the power, as well as the life, out of the pusher. Minutes later, Dawn stumbles on Rack's body. She turns, screaming, and runs straight into Willow, who looks worse than ever. The witch moves closer to Dawn, backing her into a corner and threatening to turn her into the ball of energy she was before she became human. Dawn's terrified, and just as Willow's about to do the deed, Buffy bursts through the door.
Meanwhile, at the magic shop, Xander and Anya attempt to translate the protection spell text, without much luck. Xander feels enormous guilt because he couldn’t prevent the shooting of his friends, but Anya doesn't offer much sympathy. Though she tells him it's not his fault, she's still bitter over their breakup. Xander tells her to suck it up till after they save Willow, and save themselves in the process.
At Rack's place, Buffy tries to talk Willow down reasonably, but Willow won't listen. All the angst of her lifetime pours out, because the one bright spot in her life, Tara, is gone. Willow knows Buffy is as miserable in the world as she is, telling her, "The only time you were ever at peace in your whole life was when you were dead." During her eerily calm diatribe, Willow manages to transport the three of them back to the Magic Box. When she spots Jonathan and Andrew, Willow unleashes her power on them, but it has no effect. Anya is hidden behind a curtain, chanting her protection spell. Will does a strength spell on herself, preparing to kick the asses of the remaining Trio members, when Buffy steps in. Willow knocks her best friend across the room, and a huge fight erupts between the two. Xander grabs Dawn and the nerds and drags them out of the shop, hoping to find a safe place to hide.
Buffy and Will tear it up, and when Buffy falls, she accidentally reveals Anya chanting her spell. Furious, Willow tosses Anya against a bookshelf. Now there's nothing standing between her and Buffy, and she uses everything she's got to defeat the Slayer. Willow believes she's got it made, until out of nowhere, she's thrown across the room by a huge burst of power. A bleeding Willow looks up, shocked to see Giles standing in the doorway. He's back, and he means business.Director: James A. Conter
Writer: Drew Z. Greenberg