Written by Douglas Petri ~ Directed by David Grossman
At the library, the Scooby Gang discusses "ascension" but they know very little about it until Willow suggests checking in a book which Giles was trying to hide from her due to it's magical content. Cordelia arrives and makes a date with Wesley. Faith finds the demon, who's desperate to get out of Sunnydale before the Mayor's ascension, and kills him. She goes to Angel, upset over what she's become and seeks comfort from him. Angel refuses to give her what she wants, but Faith manages to sneak a kiss on the cheek which Buffy happens to walk in and see. She was trying to take away his soul with happiness but since Angel's mind is focused on Buffy, the Mayor decides that he'll have to take it in the most painful way possible.
Buffy reports in to Giles and Wesley, but having just seen Faith with Angel, a little upset and reluctant to do anything with Faith. After Xander gets the address for the demon from Willy, Buffy goes to find him, and Faith arrives just in time to tag along. When the two reach the demon's apartment, they find him dead and Buffy is worried by Faith's strange behavior about it. The Mayor talks to a cloaked man, about taking Angel's soul away from him. Buffy tells Willow about how she saw Faith and Angel together, and Willow encourages, rather forces Buffy to talk to Angel about it.
Faith finds Angel first at the mansion and apologizes for her behavior the night before, and then she pours blood onto his shirt. The cloaked man steps out of the shadows, chants a spell, lights flash, Angel yells, and then Angelus is back. He pulls Faith to him and they kiss before Angel starts beating her up. The two fight and Faith ends up on top, holding a stake to his heart. After a truce is made, they kiss and the scene fades out, leaving us to wonder how far it may have gone.
The Scooby gang meets again, and makes plans for the night. Willow reveals that she was unable to find anything in the Mayor's computer files since the files were emptied before she could get through to them. Unable to find both Faith and Angel, Buffy leaves to find out what's going on with the Mayor while Wesley takes a very eager Cordelia and the rest of the group, minus Xander, to the Hall of Records to find information on the Mayor.
Faith takes Angel to meet with the Mayor, and Angel tries to kill him, but discovers that the Mayor can't be killed. He tells the Mayor of his plans to torture and kill Buffy. The two walk the streets of Sunnydale on the way to Buffy's house, and encounter Xander who Angel punches and knocks to the ground. After subtly flirting with Joyce, Angel and Faith find Buffy in her room and lure her away to the mansion leaving small traces of their changed behavior that makes Buffy worry as she follows them. Once there, Angel and Faith reveal that their fighting for the other side now, and Angel knocks Buffy out cold.
Angel chains Buffy to a wall, where she wakes up finding Angel and Faith planning to torture her. Faith goes on about her painful childhood with a mother who drank too much, and her life as the Slayer living in Buffy's shadow. Finally, Angel reveals that he was only pretending to be Angelus again, when really he was still Angel, and Buffy breaks out of her chains. The two were only pretending so they could find out as much about the ascension as possible. The rest of the Scooby gang arrive as Buffy and Faith fight and end up with knives at eachother's throats. Before anyone is killed, Faith breaks away and runs off, knowing that Buffy wasn't ready to kill her yet.
At the library, Giles says good-bye to the cloaked man, revealing that
the fake spell was the paying of a debt the man owed Giles. Wesley is
very upset that Giles did all this behind his back, and plans to tell the
council about it. Now that everyone is fully aware of Faith's switch to
Team Evil, they have to prepare to fight her as well. Faith is upset over the whole ordeal, but the Mayor tells her not to worry because after the ascension, they'll all be dead.
Buffy goes to Angel, and both are having a hard time dealing with what they had to do. Angel feels horrible that he had to do and say the things he did, and how far he let it go. Buffy needs some time, but as she leaves, he asks, "Are you still my girl?" and she responds, "Always."
