The Judge is recovering his full powers, making Spike impatient to get with the killing. Outside Angel's mansion, Angel's pain stops, but his first act is to kill his first human victim for 100 years. The Demon With the Angelic Face is back: Angelus. The gang continues their research of the Judge, and the news is not good. When his full power returns, he can kill with a glance. Angelus returns to Spike's lair, where the Judge attempts to kill him, but since Angelus is now completely inhuman, he cannot harm him. Spike and Dru are overjoyed, and decide to unleash the Judge, but Angelus persuades them to let him kill Buffy himself. Willow is distraught to see Xander and Cordy kissing, but Xander comes up with a plan to kill the Judge. Angelus' attempt to kill Buffy fails, since Jenny knows that he has turned and warns her, but in doing so she reveals her secret Gypsy identity, much to the gang's displeasure. The Judge attacks the mall, but Buffy kills him with a rocket launcher that Xander acquired with his army knowledge from Halloween.
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The Judge sits idle, preparing himself for his task, while Spike gets impatient. Suddenly Drusilla collapses, moaning Angel's name. Buffy wakes up in Angel's bed, but he's not there. She, too, speaks Angel's name. Angel is outside in the rain, collapsing in pain. A friendly streetwalker offers help. "No," Angel says, "the pain is gone." With that he vamps out and feeds on the unfortunate woman.
The next day Buffy finally arrives at the library, reporting the existence of the Judge and worried because Angel hasn't been heard from. Angel, meanwhile, shows up at Spike and Drusilla's hideout and exhibits a swaggering nastiness he hasn't had in decades. Spike and Drusilla are thrilled. They invite him to help them destroy the world, but he's only interested in destroying Buffy. "She made me feel human," he explains. "That's not the sort of thing you just forgive." At the library, Willow sees Xander and Cordelia kissing and runs off, hurt deeply. Xander tries to explain that it doesn't mean anything. "No," replies Willow, "it just means that you'd rather be with someone you hate, than be with me."
Buffy goes to Angel's apartment and finds him there, but he belittles her, telling her that their night together meant nothing and reducing Buffy to tears. Jenny's uncle explains to Jenny that the curse was designed to prevent Angel from ever being happy, and that if he ever found even one moment of true happiness and contentment his soul would once again be gone. "We're all fools," laments Jenny as she leaves. That night, Angel shows up at the school and attacks Willow, but Xander scares Angel off with a cross.
There are too many questions. What turned Angel bad? Something must have happened the night before to trigger the transformation. Suddenly realizing, Buffy runs from the library in tears, and Willow also realizes what must have happened. Angel gloats about his torment of Buffy to Spike and Drusilla, but Angel's attitude is beginning to grate on Spike. Angel explains that you can't just overpower Buffy. "To kill this girl," he says, "you have to love her." Remembering their tender night of lovemaking, Buffy removes the claddagh ring Angel gave her as a birthday gift and weeps bitter tears, crying herself to sleep. She dreams of a funeral, and Angel is in the sunlight, saying, "You have to know what to see." Somehow she knows that means Jenny. She attacks Ms. Calendar in class the next day, demanding answers, and much to Giles' shock and dismay, Jenny admits that she was sent to ensure Angel's unhappiness, but that she didn't know what would happen. Buffy demands that Jenny curse him again, but she can't. Oz drives Willow, Xander and Cordelia to the Sunnydale army base. There, drawing on the knowledge he retained from his time as a soldier on Halloween, Xander bluffs his way into the armory. Meanwhile, Oz declines to kiss Willow because it's clear she's just trying to make Xander jealous... but assures her he's willing to wait. Ms. Calendar takes Giles and Buffy to her uncle's, but there they find her uncle dead, killed by Angel, who has scrawled "Was it good for you too?" on the wall in blood. "I know what I have to do," says Buffy. "Kill him."
The Judge is ready, but the wheelchair-bound Spike cannot accompany Angel and Drusilla on the massacre. The gang goes to the hideout but miss the Judge, and while Spike listens from the shadows Oz figures out where the massacre will be: the mall. At the mall, the Judge begins to zap the life from the unsuspecting patrons, but is interrupted by a crossbow bolt from Buffy. He reminds her that no weapon forged can stop him. "That was then," says Buffy. "This is now." With that, she produces the bazooka Xander stole for her from the armory and blows the Judge to bits. While her sidekicks pick up the Judge's pieces, she follows Angel and they fight. But when the time comes, she finds she can't stake him. Instead she kicks Angel in the groin, doubling him over in pain. "Give me time," she says as she walks away. The guilt is overwhelming for Buffy, but Giles offers only his support and respect. Buffy and her mom then share a quiet birthday celebration for her. "So what did you do for your birthday? Did you have fun?" her mother asks. "I got older," is Buffy's only reply.
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Xander: "Let's go."
Cordelia: "And do what? Besides be afraid and die?"
Buffy: "I—I don't understand. Was it me? Was I not good?"
Angel, laughing: "You were great. Really. I thought you were a pro."
We actually worry about Joss, that he has such hurtfulness inside him at all. But that's what makes good writing, right? Uh... right?
Uncle Enjos: "To the modern man vengeance is a verb, an idea. Payback. One thing for another. Like commerce. Not with us. Vengeance is a living thing. It passes through generations. It commands. It kills."
Cordelia: "This is great. There's an unkillable demon in town, Angel's joined his team, the Slayer is a basket case... I'd say we've hit bottom."
Xander: "I have a plan."
Cordelia: "Oh, no, here's a lower place."
Cordelia: "Well, does looking at guns make you wanna have sex?"
Xander: "I'm seventeen. Looking at linoleum makes me wanna have sex."
Oz: "Sometimes when I'm sitting in class... You know, I'm not thinking about class, 'cause that would never happen. I think about kissing you. And it's like everything stops. It's like freeze frame. Willow kissage. Oh, I'm not gonna kiss you."
Joyce: "So what'd you do for your birthday? Did you have fun?"
Buffy: "I got older."
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