Written & Directed by Joss Whedon
1753, Angel and another guy are thrown out of a bar. Angel spots a young girl whom we recognize as Darla and goes to her, offering his services. She offers him the world, and then makes him a vampire. Back in the present, Buffy is fighting the graveyard against two vampires--who she later kills--while Angel watches from the shadows of the trees. Buffy picks Xander up from the ground and they head home to study for finals.
In the cafeteria that day, Xander reenacts Buffy's fight from the night before with fish sticks. Cordelia, Buffy, Willow and Oz all sit around the table watching. Buffy says she's ready to kill Angel but not to face finals, and Willow assures her that she is going to pass. Snyder shows up and breaks up all of their touchy-feely fun and threatens Buffy with expulsion.
In 1860, Drusilla enters a church then heads over to confess her sins to the priest. Angel is killing the priest when she enters. She tells him she's been having visions and that her mother thinks she's cursed. Angel tells her to be evil, go with what God has told her to do with her life, but she protests saying she wants to be good and pure. He finally tells her to say ten Our Father's and an act of contrition. She is satisfied with that and then Angel tells her, "God is watching you." Then, back to the present, Dru walks down the stairs of the garden and Spike greets her from across the room. He is reading the paper and she explains to him that she met an old man but didn't like him because he got stuck in her teeth. Angel comes in, hitting Spike in the head and then asks Dru if she's had a vision. She says she sees a present at the museum with a surprise inside. Angel is amazed with the details she picked up. Spike then tells him that she read it in the morning paper.
At school, Willow is tutoring Buffy in Chemistry. Buffy is whining because it doesn't make any sense. While Willow tries to figure out what Buffy did wrong, Buffy complains that she is a moron and Willow argues that Buffy shouldn't be wasting her time if she thinks like that. Buffy lets her pencil roll down her book and between the desk and the filing cabinet. She picks up the pencil and puts it back. She stops and lets the pencil fall again and picks up the yellow disk there too. Willow takes it and puts it in her computer where they find the Restoration ceremony. The both stare at the computer screen wide-eyed.
Angel is running, horrified through the forest. The camera pans across a young girl who is dead. Gypsies are spreading flower petals around her and the elder woman is chanting a spell around an orb of Thesalah. Angel falls to his knees, his eyes illuminating. A man approaches him, telling him that he will suffer for his sins. All of the deaths he has caused will haunt him forever. Angel pleads with him and drops further to the ground, crying. Present. In the library, the gang talks about the ceremony. Everyone expresses his or her feelings about the subject. Xander starts yelling, saying that Angel should die after what he did to Jenny. Buffy says that she wants him back, but Xander persistently argues against it. Giles snaps at Xander when he says that Jenny is dead and Angel should die for it. Buffy breaks up the fight and says that she isn't sure what she wants to do. Xander says she only wants to do the spell so that she can have her boyfriend back and she leaves the room, everyone mad at Xander.
Back in the lab, the scientist hears something and gets up to find it. He hears chanting in the background and before he has a chance to do anything, Dru grabs him and sinks her teeth into him. Buffy is packing in her room to go slay for the night while talking to Willow on the phone. Willow says a swear word and Buffy is shocked. As she takes some stakes out of her desk drawer, Buffy finds the Claddagh ring. Buffy patrols the graveyard, when she hears footsteps. She stops and then turns around to find Kendra. They talk and Buffy figures out that there is a 'dark power' coming to Sunnydale.
Angel, Spike and Dru are in the lab and Spike makes some joke about the stone. Angel explains that it's a demon that can swallow the world into hell. Two vampires pull the tomb open revealing a demon with a sword in his chest. If the sword in his chest were pulled out, the world would go to hell. Angel is going to attempt to pull the sword out. In the library, Giles, Buffy & Kendra talk about the demon. Giles explains that the demon world is a different one from our world and if the sword is pulled out and the demon takes a breath, this world would be pulled into the demon world. Anyone non-demon would suffer a painful and eternal hell. Buffy asks Willow to do the spell since it may be their only hope. Kendra presents a sword that is blessed by the knight that first killed the demon. Willow says she needs about a day to get the spell ready and that she also needs an Orb of Thesalah. Giles says he has been using one as a paperweight in his office. Spike is walking around a room when he hears Dru call him. He quickly returns to his chair and follows her out to the ceremony. A man is dragged out by two vampires. Angel chants and comes out of the shadows. He bites the man and then walks towards the stone.
In 1996, Angel is a homeless bum walking the streets of Manhattan. He finds a rat and chases after it but misses. A man approaches him, claiming that Angel smells like death. The man knows that Angel is a good vampire and offers to help. His name is Whistler, a demon but a good one. He offers Angel the chance to be a bum, or be a person. They leave for LA. (LA 1996) A car pulls up with spray painted windows. Angel rolls down one and cowers behind it, hiding from the sun. Buffy walks out of class with several girls around her. They talk about the upcoming dance and then the girls leave. A man approaches her, saying that she is the chosen one and she has very little time to kill the vampires.
In a cemetery that night, Buffy is attacked by a vampire. She struggles beneath him then pushes him off her. He is flipped onto his back and she stabs a stake into his gut. Then she takes it out and puts it in the heart. He turns to dust. Angel watches from behind a gravestone. Back at Buffy's house that night, her mother yells at her for being out late. Buffy goes into the bathroom and starts crying when she hears her parents fighting in the background. In the sewer that night, Whistler tells him that he can help her, if he wants to. Angel says he does, that he wants to learn from Whistler, but he doesn't want to dress like him.
Angel grabs the knife and pulls at it. The knife illuminates and Angel struggles to keep a good hold. Angel continues to pull at the knife but is thrown off it. Spike chants, "Some-one was-n't wor-thy!" Dru is really upset and so is Angel. But Angel has a plan. In school the next day, a dark figure walks the halls of Sunnydale. It enters Buffy's class where she is taking her final. A vampire reveals her face saying that Buffy will meet with Angel tonight. The vamp then burns in the sunlight.
In the library, Buffy gets ready to distract Angel while Willow performs the ceremony. Kendra gives Buffy her lucky, "Mr. Pointy." Buffy leaves and everyone gets to work on the spell. Angel meets Buffy in the cemetery and pretends to be sincere. He asks her if they could maybe get back together then he says that he would rather fight. In the library, everyone is performing the spell while Buffy and Angel fight. Some vamps attack them and they start fighting. Willow is crushed behind some books, Xander's arm is broken and Giles is knocked out cold. Drusilla comes in and fights for a minute with Kendra, then hypnotizes her. While Kendra is under her spell, she slits her throat. They take Giles and leave.
Meanwhile, Angel tells Buffy that she fell for his distraction, again. Buffy runs to save her friends but it is too late. She comes in to find Kendra dead. Whistler is narrating. The last scene shows a gun being pulled on Buffy.
