Xander, Anya, Willow and Tara are discussing what heaven must have been like for Buffy. Willow offers to do a spell to help Buffy forget what heaven is like. Then Tara starts getting mad at Willow. Tara knows she used a forget spell on her, and tells her that she doesn't think they are working out. Willow promises to go without magic for a month and Tara agrees for her to go a week without magic.

In the back of the shop, Giles is telling Buffy that he is going back to England for good. He thinks he is doing the best for Buffy because he is helping her out, and that she is not learing to stand on her own. He is her crutch. Buffy begs him to stay, but he is set on leaving. Buffy walks off.

Tara and Dawn are waiting for Willow. She is still in a towel and says she will meet up with them. She casts a spell to get her dressed and then goes to the fireplace. She is casting another forget spell for Tara and Buffy, and is burning a crystal with the flames from the flowers. She then leaves the house, and the rest of the flowers in front of the fire.

At the magic box, the gang is assembled except for Willow and Xander. They both walk in, and Giles is preparing to tell them he is leaving. Spike then runs in asking for asylum. He is dressed in disguise, hiding from the lanshark. Willow checks and the crystal has turned black. Meanwhile, at the house the rest of the flowers catch on fire. At the shop, GIles tells everyone he is heading back to England. Buffy is upset and is going to walk outside. Willow stops her by apologizing for what happened. Buffy tells them its too much for her. Then she falls to the floor. Everyone passes out.

Buffy wakes up first. Willow and Xander wake up next to each other. Anya wakes up with Giles laying on her shoulder. Spike rolls off the counter. Dawn and Tara wake up. No one knows who they are. They start asking if anyone remembers, and some panic. They conclude they are in a magic shop. Giles and Spike think they are related because they are both English. They think they are father and son. Anya and Giles think they are engaged. Willow, Tara, and Xander have their driver's licenses. Spike think he is Randy, by the name inside the coat. Willow and Xander think they go out with each other. Anya and Giles find out they own the shop. Dawn knows who she is by her necklace. She knows she is either Dawn or Umad. Buffy decides to name herself Joan, and Dawn makes fun of her name. They start arguing and realize they are sisters. Everyone decides to go to the hospital.

The loanshark's goons are outside. Th gang screams and slams the door. They grabs spikes for the guys outside, since they are asking for Spike. Xander and Willow find access to the sewer through the basement. The gang starts leaving when a vampire comes in and gos for Spike. Buffy stakes a vampire, and the other runs. Buffy knows why Joan is the boss - because she is a superhero. Outside the loanshark is consulting with his goons. They will wait.

Buffy devises a plan for her and Spike to fight the guys and everyone else to go to the sewers. Giles and Anya want to stay with the shop. Buffy and Spike run outside and start fighting. Spike vamps out and Buffy runs. Spike thinks he is a superhero too. He takes off after Buffy.

Xander, Dawn, Tara and Willow are in the sewers. There is a vampire there with them. In the shop, they are looking for a spell, and Anya picks a book. Anya does a spell and brings a bunny. Spike catches up to Buffy, and Buffy tells him he is a vampire. Spike thinks he is a noble vampire, he is a vampire with a soul. In the shop, Anya is still doing spells and bringing more bunnies. She brings up a storm too.

The loanshark crew catches up to Buffy and Spike. In the sewersm, the rest of the gang is still hiding. Buffy and Spike are fighting the goons. At the shop, Giles is fighting a skeleton. In the sewers, Willow tells Dawn she thinks that she is gay. At the shop, Giles and Anya are fighting, and Giles says no wonder I am leaving you.

In the sewers, the vampire tricks the gang, and starts fighting with them. Giles makes everything go away, and he kisses Anya. In the sewers, the vampire is fighting with Xander. Willow and Tara are on top of one another, and Willow's crystal falls out and is stepped on. Everyone gets their memory back. Xander heads out, and Tara is watching Willow. Willow walks away and Tara is crying. Giles and Anya are cleaning up the shop. Spike is still fighting the goons, and Buffy is on the ground. The loanshark decies to not pursue getting the kittens, and will leave Spike alone. Spike helps Buffy up, and she walks away.

A pretty song starts playing, and Buffy is at the Bronze. Spike walks up to him, and she ignores him. Tara is packing up her stuff, and Willow is in the bathroom, crying. Giles is on his plane, heading home. Dawn is outside watching Tara pack, and runs away from Tara when Tara wants to give her a hug. At the end, Buffy and Spike are kissing again .....