Nighttime in Sunnydale. Buffy's on patrol, Spike's at the Bronze, Willow's studying at the campus library and Dawn's home alone. A familiar duo heads for town: Jonathan and Andrew. What's left of the Evil Trio has a plan to fix what went wrong last year, and in the process, end the demonic nightmares they've been having while on the run.
With the house to herself, Dawn lives it up, eating anchovy (why, Dawn, why?) pizza and dancing around the house. She hears banging noises once in a while, but at first she's able to brush them off. While watching television, she realizes there's something wiggy going on. Her TV won't change channels or even shut off when unplugged. The banging gets worse, and when Dawn checks outside, wind practically blows her across the room. It's clear she's in trouble. All the appliances in the house come to life, and once she smashes them, she hears her mother's voice in the silence.
Buffy stakes out (so to speak) a fresh grave in the local cemetery, and starts to fight with a new Vamp. They go at it until the bloodsucker, Holden, recognizes Buffy from high school, and they spend a few minutes catching up. A former psych major and lover of tae kwon do, Holden doesn't know much about being a Vampire, so Buffy fills him in on his new status, as well as on her role as the Slayer. They have an oddly therapeutic chat, discussing Buffy's fear of commitment and slew of bad relationships. She confides that her last relationship was incredibly complex and confusing, and the aftermath has left her emotionally decimated. It's intense. Holden and Buffy agree not to take their inevitable fight to the death personally, but shortly thereafter Holden sucker-punches Buffy with a Virgin Mary statue and their duel starts up again.
Meanwhile, Willow's having some weirdness of her own at the library when she's confronted with the specter of Cassie Newton. Cassie says she's in contact with Tara and suggests that Tara cannot be there herself because of Willow's destructive behavior following her death. Foreseeing Willow's path, Cassie warns Willow never to use magic again. Willow assures her black magic is off her list, but Cassie insists that any magic will only lead to darkness. Though Will is sure she'll be okay, Cassie says no, "You're going to kill everybody." Yikes.
Jonathan and Andrew break into Sunnydale High, excavation equipment and architectural plans in hand. Their plan: find the Seal of Danzalthar, tell Buffy about it, and help her save Sunnydale. They'll find redemption, then maybe Buffy will invite them to join the Scooby gang (yeah, right). There's only one problem: Andrew's being coerced by the ghost of Warren, whose plan doesn't sound anything like Jonathan's. Andrew's looking to become a god, which doesn't bode well for the whole "saving Sunnydale" thing. Warren's ghost points Andrew in the direction of the Seal, and the guys start digging in the place they believe it's buried.
Dawn calls out for her mother, but something seems to be preventing Joyce from speaking. Something bad. Dawn sees flashes of her mother in the pose she died in, but something menacing is hovering over her. Frantic and hysterical, Dawn tries to phone Buffy but canŐt get through. Finally, she begins a spell (learned from Willow) to cast out the evil. It fights back, but ultimately she defeats it. Joyce materializes in a bright light, but delivers some disturbing news: "When it's very bad, Buffy won't choose you. She'll be against you." Dawn doesn't know how to react, and Joyce fades away into the darkness.
Horrified by Cassie's revelation, Willow begs for a solution. Cassie says if she can't stop using magic, another choice remains: eternal rest. Willow becomes suspicious, especially when Cassie adds that she'll get to be with Tara again in the afterlife, and her friends will all be safe. When Will demands to know what's really going on, Cassie reveals that she's the Big Bad that's been foretold. "From beneath you, it devours," repeats Willow, and the Big Bad replies, "Not it. Me." It morphs, then vanishes.
In the cemetery, Buffy and Holden continue fighting, talking, fighting, talking. Holden draws it out of her that her last relationship was with a Vamp, and that subconsciously she wanted to be punished for feeling superior to her friends and the rest of the world. When Buffy lets it slip that her last boyfriend was Spike, Holden recognizes the name.
Andrew and Jonathan unearth the Seal of Danzalthar, discussing what they want once they complete their task. Jonathan misses his old life, his friends, the real world. Andrew, however, is bitter over his past, and his anger no doubt helps him as he stabs Jonathan once the Seal is uncovered. Jonathan's body falls upon the Seal, which illuminates when his blood spills onto it.
Spike, meanwhile, has been wooing a young lady in the Bronze, and after he walks her home, he Vamps up and takes a bite out of her. Across town, Holden reveals that Spike is the Vampire that sired him. Buffy dusts Holden, then reels in shocked disbelief over the news about Spike.