Giles commands Willow to stay down with the flick of his wrist and she drops to the floor immediately while Anya and Buffy are shocked to see Giles standing before them. Willow merely laughs at Giles and comes back with every sarcastic comment she can. She doesn't want his help and taunts him mercilessly, wanting to fight him but he binds her with a green circle, suspending her in the air, though he knows it won't hold her. Buffy and Giles go in to the back room where he explains that he came as soon as he heard. He borrowed his magical powers from a coven who invested him with their strength in order to help those in Sunnydale from the dark force (Willow). Buffy doesn't know where to start telling him about everything that's happened since he left; Willow abusing her powers, Xander left Anya at the alter, Anya's now a vengeance demon again, Dawn's a kleptomaniac, money's been so tight she's working at the Doublemeat Palace and she's been sleeping with Spike. To the last one Giles starts laughing uncontrollably, causing Buffy herself to fly into hysterics. Giles apologizes for leaving in the first place but Buffy tells him he was right and that she needed to grow up on her own. She felt she was never really here and that part of her was still stuck in that grave and she still doesn't understand why she's back. Giles then tells her that he doesn't know if Willow will ever be able to go back to her old self.
Meanwhile Willow convinces Anya to set her free with her powers of persuasion and then bursts in on Buffy and Giles with a limp Anya in her hands. She attacks them immediately with knives and mystical energy while Giles fights back valiantly. Dawn, Xander, Andrew and Jonathan are walking away, trying to figure out what to do. Dawn says that Spike would go back to fight but Xander mentions that Spike might if he wasn't too busy trying to rape Buffy, but Dawn can scarcely believe him. Meanwhile, Spike himself is still out of town, and he's just destroyed the trial's first demon. The next trial is him being covered in disgusting beetles.
The Magic Box has now become chaotic, with books thrown all over the place, broken wood and occasional fire destroying the place. Giles tries to convince Willow that just because Tara died, doesn't mean that everyone else in her life is worthless. Willow then launches a fireball in to the air, which will track down Andrew and Jonathan and kill them and whoever else is there with them. Buffy runs after the ball of fire, chasing it through streets in order to stop it from destroying the victims at the other end. She leaves Willow with Giles who continues to torture him painfully. She then steals the better part of his powers, sending the vibes through her body, giving her even more power than she had dreamed of. She can feel herself connected to everything and can feel nothing but pain from everyone. It's too much for her and she can't stand it. She wants it all to stop, for the hurt to stop. Buffy is still chasing the ball of fire, which Dawn spots in the air. Buffy comes charging through the cemetery, telling everyone to duck while the ball of fire crashes to the ground, some two feet away from them. The ground cracks open and Dawn falls in the opening. Buffy jumps in after her while Xander remains knocked out above ground and Andrew and Jonathan run off in the hopes of reaching Mexico. In the store, Anya comes to and finds Giles weak and immobile on the ground. Giles tells her that Willow took the magic he had but he can still feel her inside. He tells Anya that he's dying but that he knows where Willow is, and that she's planning to destroy the world, to stop them from all their pain.
The sun has risen and Buffy and Dawn are still trying to climb out of their hole in the ground below the cemetery. Xander still hasn't woken up and Buffy is trying to dislodge coffins stuck in the ground in order to get themselves out. Dawn then brings up the attempted rape and she's angry that Buffy never told her about it. Dawn argues that she's not a kid anymore and she can no longer be protected from all the bad things that happen in this world. Finally Xander awakens and Buffy orders him to find a rope to get them out of there. Anya morphs into the hole in the ground and informs them that Willow is planning to desotry the world on Kingman's Bluff where Willow is currently ressurrecting the temple that was hidden in the ground on the cliff. The plan is to burn the Earth to a cinder, but no magic or supernatural force can stop her, which means that Buffy's strength can't do a darned thing. Anya then orbs off, getting back to Giles after explaining that he may not have a lot of time left.
Up on the bluff Willow begins to chant while Buffy continues her attempt to escape from her entrapment. Willow senses Buffy's struggle and speaks to her mind, telling her that in order to help them all, she has to destroy everyone. Willow tells her to go out fighting, and magically has demons appear in the hole for Buffy to fight. Buffy snatches up her sword and slashes at them. Delivering powerful blows but there's far too many of them. She asks Dawn to help her out and hands her the sword. The two of them go at it while Willow continues her chant, static power emanating from her in a whirlwind towards the temple. Suddenly Xander jumps into her line of fire, stopping the energy from hitting the temple. He won't move when ordered and Willow launches eletrical power towards him. Dawn fights off a huge demon while her sister watches on, shocking her. Dawn then informs her sister that she watches her all the time, so she's learned some moves. Willow continues her path of destruction until Xander throws himself in her path again. Xander tells her that he has nowhere else to go, if the world is going to end, he wants to be there with her. He tells her that he loves her, no matter she does to herself or to the world. He continues to repeat that he loves her but with each profession she slashes him, opening up wounds on his face and chest, but he continues to tell her that he loves her until her powers drain and her emotions run wild. He grabs her fiercely, hugging her while they drop to the ground. Willow cries desperately as the black in her hair runs red. the demons disappear and Giles is healed. Giles tells Anya then Willow overdosed on magic and it was Xander that saved them all from destruction.
In the cave below the cemetery, Buffy and Dawn are amazed that the world is still here. Buffy begins to cry happily which shocks Dawn because she thought that Buffy wanted the world to end. Buffy tells her that things are going to change and she wants to see her little sister grow up and show her the world. They then manage to crawl their way out of the cave and Xander continues to hold Willow on top of the bluff.
In another place... Spike has endurred the required trials and he requests that the demon give him what he wants, make him what he was, so that Buffy may get what he deserves. But the demon doesn't make him evil, he gives him back his soul.
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Willow: "Uh-oh. Daddy's home. I'm in wicked trouble now."
Giles: "You've no idea.."
Willow: "Remember we had that little spat before you left? When you were under the delusion you were still relevant here? You called me a 'rank arrogant amateur'? Well.. buckle up Rupert - 'cause I've turned pro."
Anya: "I'm blonde. I colored my hair.. again. I'm blonde."
Giles: "Yes, I noticed."
Buffy: "Everything's been so.. Dawn's a total klepto, Xander left Anya at the altar and Anya became a demon again. And I.. I'm so.. I've been sleeping with Spike."
Giles: "Can you forgive me?"
Buffy: "For what?"
Giles: "I should never have left."
Buffy: "Oh, Giles. You were right to leave. We're just.. stupid."
Xander: "Hey, black-eyed girl. Whatcha doing?"
Anya: "Giles? Giles! Don't die.. not yet. I.. there are.. I need to tell you... Thanks a lot for coming. I mean, it was nice of you to teleport all this way.. Though, in retrospect, it might have been better if you hadn't come and given her all that magic that made her ten times more powerful.. that would have been a plus."
Xander: "It's just.. where else am I going to go? You've been my best friend my whole life. World gonna end - where else would I want to be?"
Willow: "Is this the master plan? You're going to stop me by telling me you love me?"
Xander: "Well, I was going to walk you off a cliff and hand you an anvil, but it seemed kinda cartoony."
Buffy: "Things have sucked lately, but it's all gonna change.. and I want to be there when it does. I want to see my friends happy again."
Spike: "So - give me, what I want. Make me what I was, so Buffy can get what she deserves."
Demon: "Very well. We will return.. your soul!"
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