Directed by David Semel ~ Written by Dan Vebber
Willow complains about receiving a 740 on Verbal for her SAT's. She and Xander offer the idea of a double date to Cordy and Oz. Buffy shows up, fearing her high score--a 1430--on her SAT's since it means she may have an actual future. That night, Spike drives through the "Welcome to Sunnydale" sign again, but this time he's dead drunk, falls out of the car and passes out.
Spike returns to the old burned down factory (signing Frank Sinatra's "My Way") and surveys the damage through his drunken state. He vamps out and starts yelling and crying while destroying some of Drusilla's dolls. He's determined to win her back somehow. Back at school the next day, Xander manages to persuade Cordelia to go on a double bowling date with Willow and Oz--she agrees. Oz presents Willow with a cute Pez Witch as a theme gift. She feels guilty partly because she has nothing to give him, and her relationship with Xander.
Giles is packing for a retreat and seems to be taking everything he owns with him. When presented with Buffy's SAT scores and her option of college, Giles suggests that she should consider it. He warns her about seeing Angel and she promises that nothing will happen between them--they're just friends. Meanwhile, Xander and Willow are discussing the bowling date that they made with Cordelia and Oz. They try to avoid falling victim to their lust while on campus but find it hard.
Spike visits Angel at the mansion where he yells at him about taking Dru away and making her insane. But, Angel has left the room and can't hear Spike's drunk rants. Spike ends up falling down and passing out in the garden. The next morning, he wakes up when his hand catches on fire as the sun hits him. He runs to his car to tend to his wound and get even more drunk.
Back at home, Buffy's mom is still strongly pushing the idea of college although Buffy doesn't want to. Even though Faith could take over for the slaying for a while, she's not sure if her reasons to stay are strong enough to keep her there. Buffy visits Angel who, as a friend suggests that she go. Unhappy with his answer, Buffy leaves. Spike goes to a Magic Shop (during the day) in search for a curse for Angel. Willow walks in, looking for ingredients for a "de-lusting" spell. When she leaves, Spike kills the shop keeper, having gotten the idea of a "love" spell for Drusilla.
At school, the night of the double date, Willow is in the chemistry lab, working the ingredients for her anti-love spell. Xander shows up, since he had to be present and then the argue. Spike comes in, still very drunk and attacks Xander, wanting to borrow Willow for a while. Xander's knocked out with a nasty head wound and both are taken back to the factory. Spike threatens Willow's life if she doesn't do the spell and then tells her all about his breakup with Dru. Apparently, she thought he'd gone soft and told him they could still be friends.
When Willow tells Spike that she doesn't have enough ingredients, he goes to get some. At the library, Buffy is working out when Cordelia and Oz show up, worried since the lab is torn up and Willow and Xander are gone. Buffy's mom calls her, and then Buffy hears Spike enter the house and say "Hello Joyce" over the line. Joyce offers him some tea and he tells her his sob tale. Angel spots them talking in the kitchen as he's walking around, and tries to get in, but he's not invited. Buffy arrives, invites Angel in and they threaten Spike. He tells them he's got her friends and the three of them leave to get the supplies so that he can do the spell and set Buffy's friends free.
On the way to the shop, Spike revels in the pain of his hangover and reminisces on the past he had with Drusilla. Oz and Cordelia, having been on their way to get Giles, back track to the factory when Oz smell's Willow (a werewolf thing). Xander wakes up with a bad head wound where he and Willow are locked in the basement of the warehouse. Spike, Buffy and Angel are getting the supplies they need when Spike tells them that they can never be *just* friends. They'll love each other until it kills them. As they leave, with the supplies, a group of Trick's vampires, sent by the Mayor attack them. Meanwhile, back at the factory, Willow and Xander kiss just in time for Oz and Cordelia to come down and find them. Cordelia's disgusted and runs up the stairs, but she falls through and is impaled on a metal pipe in the floor.
A huge fight ensues out in the streets of Sunnydale as Spike fights against the gang of vampires with the help of Buffy and Angel. After killing a few, they retreat back into the shop and barricade themselves in. When vampires start to get inside, they fend them off. A particularly verbal one makes the mistake of going after Spike and ends up getting himself beat up and staked. Eventually, with the help of some holy water and a broken chair, they scare off, if not kill all the vampires. Spike then comes to his senses realizing that the only way he's going to get Dru back is if he reverts back to his old self and he leaves to find Dru and torture her until she likes him again.
Cordelia's is in pretty bad shape, but she survives the fall, not having any vital organs hurt. Buffy and Willow recap on the relationship thing. Oz apparently isn't even talking to her anymore. Xander goes to visit Cordelia in the hospital but she tells him to just stay away from her. Buffy visits Angel, and tells him that they aren't friends and because he doesn't need her help anymore, she's not coming back. Spike's words were very effective on her and she's come to the conclusion that she can't see Angel unless he tells her he doesn't love her. He can't. Now, everyone's broken up, and moping in their own ways, while Spike is on his way to find Drusilla, smoking and singing along with the lyrics of a punk version of "My Way."
