She tells him to get the key to the handcuffs that are attaching the dead guy and the box. The 'driver' looks and tells her there isn't one. Faith then produces her new knife. The 'driver' smiles, telling her "That won't cut through steel." Faith returns his smile and says: "No, but it'll cut through bone."

We see Faith walk in from the limo and into the Mayor's office. He's delighted that she has the box. However, he does ask where the courier is, as he was meant to pay him. Faith tells him: "I made him an offer he couldn't survive." Again, Mayor Wilkens lavishes praise on Faith. Something that was obviously lacking pre-Mayor. The young Slayer is very happy, telling him to "go on." However, one thing Faith has heard before, and has had quite enough of, is the comparisons between herself and Buffy. Mayor Wilkens makes this mistake, albeit a comment in Faith's favor, but Faith's face falls and the Mayor notes it. "Uh-Oh. I said the 'B' word." He apologizes, asking if she's 'still sore over the whole Angel/Buffy thing'? Faith replies: "No. I'm over him. She can have him." Mayor Wilkens replies with: "Better believe she can. She deserves that poor excuse for a creature of the night. You on the other hand, deserve much better." Faith moves to check the box. However, the Mayor lurches forward, preventing her from opening it. He's so forceful, Faith actually jumps back in shock. He looks at her deadpan and says: "Don't do that."

Wanting to 'take the fight to the Mayor' Buffy, Angel, Willow, Wesley and Giles all go to steal the box. Once Willow does her 'thing'. She leaves. Buffy and Angel get the box, and the Mayor is ropeable. However, he brightens when Faith enters with a captured Willow, Faith's trusty new knife to her neck.

A quick scene post Willow's 'escape', is of Faith and the Mayor walking down the corridor from his office together. They're talking about 'Buffy and co.' Faith saying: "They're not gonna be brain-damaged enough to come back here tonight." To which the Mayor responds: "Ever have a dog?" Faith is puzzled and asks: "What?" The Mayor goes on. "I did. Rusty. An Irish setter. Swell little pooch." He continues to tell Faith an analogy as they walk down the corridor. "A dog's friendship is stronger than reason. Stronger than it's own sense of self preservation. Buffy's like dog—and hey! Before you can say 'Jack Robinson'—You'll get to see me kill her like one."

Willow then tries a door, but it's locked. Seeing the Mayor's office is open, she enters and looks around. She discovers 'The Books Of Ascension' and begins reading. Time lapse and Faith enters. She sees Willow on the floor, reading. She notes that most normal people couldn't escape fast enough, but that Willow ". . .just can't stop 'Nancy Drew-ing." Faith looks at the spine of the book Willow is reading. Confirming her suspicions, she continues: "Guess now you know too much. . .and that just kinda naturally leads to killin'."

What follows is some of the season's finest acting. Standing, scared, and sensing she's about to be in a world of trouble, Willow says: "Faith—wait! I wanna talk to you." Faith smiles sarcastically, saying: "Oh yeah! Gimme the speech again. Please. 'Faith, we're still your friends. We can help you. It's not too late!'." Willow replies (to a slightly taken aback Faith): "It's way too late. Y'know it didn't have to be this way. But you made your choice. I know you had a tough life. I know some people think you had a lotta bad breaks—well BOO HOO! Poor you! You know, you had a lot more in your life than some people. You had friends like Buffy—now you have no one. You were a Slayer and now you're nothing. You're just a big, selfish, worthless waste." Furious, Faith backhands Willow saying: "You hurt me, I hurt you. I'm just a little more efficient." Getting to her feet (sigh) Willow says: "Oh, and here I just thought you didn't have a comeback." Faith pulls out her knife and threatens Willow: "You're beggin' for some deep pain" Willow stands firm, telling Faith: "I'm not afraid of you." Faith smiles and says: "Lets see what we can do about that." At this point, the Mayor enters. Noting Faith has her knife out, he once more speaks to Faith (and Willow) in a fatherly way, saying : "Girls. I hope I don't have to separate you two." Then to Faith: "Faith, you can play with your new toy later." But Faith doesn't back off. With more authority, the Mayor addresses her like an angry father. . .again: "Faith! You know I don't like repeating myself." He goes to sit at his desk. Faith, desperate to prove Willow wrong about not having anyone, poignantly tells her "I got someone. I got him." The Mayor tells both girls that he just received ". . .an interesting phone call."

Next we have the 'trade'. Willow for the box. The gang have secured the school, leaving only one way in—the canteen. The lights are cut and in enters the Mayor, some vamps and Faith with Willow as her hostage. Before making the switch, the Mayor gives Buffy the once over. He tells Angel he doesn't know how he could take Buffy over Faith, to which Angel replies: "I like mine sane." Faith is far from happy, and a nervous Oz tells Angel to be careful. The Mayor goes on to tell Angel about his 'Edna May' and himself. How she cursed him for his youth etc. and deftly points out to him all that a mortal and not only an immortal, but a vampire and human would have to endure. That it's selfish of him to constrain Buffy to a life of moonlit walks. Well and truly making his point, he finally tells them to make the exchange.

However, Snyder enters with two security guards at that point (Faith has the box though). Convinced that it's drugs, Snyder takes the box. Faith takes out her knife, but the Mayor doesn't want trouble and reveals himself to Snyder. However, a nosey security guard opens the box and one of the 'spiders' escapes, then another. One jumps (facehugger style) onto Buffy's back, she falls back and squashes it. Another does do a 'facehugger' and lands on the Mayor. Showing no concern for herself, Faith grabs the creature and pulls it off the Mayor. While Buffy dives for the box, closing it, Faith notes the creature she threw of the Mayor, is behind Wesley. In an intriguing part of the episode, Faith throws her beloved knife with precision, nailing the creature with it, saving Wesley. (One could argue it was written so Buffy could get the knife, but I'd like to think it's more than that, we all knew Buffy would get the knife anyway).

Finally, both sides knowing that it's safe, the doors are unlocked. Gathering his precious box, the Mayor calls for Faith. Faith looks back at her knife, but she also is regarding the 'gang'. She hesitates, the Mayor calls her again. Annoyed that she has to leave her knife, Faith takes a quick scan of the 'gang', then follows the Mayor out.