Angelus has found a demon called Acathla, who can suck the entire world into hell. We are treated to flashbacks of Angelus being sired by Darla, Angelus siring Drusilla, the curse being carried out by the gypsies, and Angel being inspired to help Buffy by Whistler, a good demon. Buffy finds the disk of Jenny's with the spell to restore Angelus' soul. Kendra returns to Sunnydale, because of a dark power that's rising; she comes bearing a sword from the knight who first defeated Acathla. Angelus tries to awaken Acathla, but he cannot, so Drusilla sends her gang to kidnap Giles to find out the way to do so. Angelus distracts Buffy, so Kendra is left alone to try and defend the gang from Dru; Dru kills Kendra. Willow is knocked into a coma, and Xander has his arm broken. Buffy returns to find Kendra's body. The police arrive, find Buffy standing over her, and arrest her.
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Galway, Ireland, 1753. Two handsome young men stumble out of a tavern, clearly drunk. One passes out, but the other is Angel, and he spies a beautiful young woman in an alleyway. It's Darla. Angel offers to escort her home, but she offers to show him the world instead. Intrigued, he accepts her offer. She tells him to close his eyes, and when he does she vamps out and drinks his blood, then cuts her own chest and holds his lips to the flowing blood. Cut to the present day, where Angel watches from the shadows as Buffy dispatches two vampires. Buffy tells Xander that it will all be over soon between her and Angel. "Yes, love," says Angel. "It will."
Giles arrives at a lab, where the lab manager shows him a large stone obelisk that's been unearthed, covered in ancient runes. Giles notices that the obelisk has an opening in it, and makes the scientists promise not to open it until he's had a chance to completely translate the runes. Back at the school cafeteria, Buffy tells her friends that she's really ready to kill Angel. Cut to London, 1860. A young nun named Drusilla enters the confessional, unaware that the Angel has just killed the priest. As Angel listens, Drusilla confesses that she has again been having premonitions, but that she's not doing it on purpose. She doesn't want to be evil, she says. Angel tells her that she's a child of Satan, and that she should embrace the evil. But Dru continues to protest, and Angel tells her, "God is watching you," before leaving the confessional. Back in the present, Drusilla has a premonition about the obelisk at the laboratory. Meanwhile, Willow tutors Buffy in Ms. Calendar's room. When Buffy drops her pencil, she discovers the disk that fell there when Angel killed Ms. Calendar, and Willow puts the disk in the computer. Both girls stare in amazement as the soul-restoration ritual appears on the screen.
The Rumanian woods, 1898. Angel runs through the forest as an old Gypsy woman chants. At last he arrives in a clearing, and collapses, his soul restored to him. A gypsy man taunts him, telling him he will soon remember the faces of all those he has killed, including the man's daughter. Angel doubles over in anguish. In the library in the present, the discussion of the soul-restoration ritual turns into an argument, as Xander says that whether or not his soul can be restored, Angel deserves to die. He accuses Buffy of wanting to forget Ms. Calendar's murder just so she can have her boyfriend back. At the lab, the lab manager hears whispering coming from the obelisk and goes to investigate, but just then Angel and Drusilla arrive and kill him. On patrol that night, Buffy runs into Kendra, who says that something dark and powerful is afoot in Sunnydale. No big surprise, it's true — Angel, Spike and Drusilla gaze in awe as the tomb opens to reveal Acathla, a demon with the power to "suck the world into Hell." Acathla is stone now, a sword protruding from his chest where a virtuous knight impaled him.
Giles explains to Buffy and the gang that Acathla could open up a whirlpool that would draw everything in this world into the demonic reality beyond, where all non-demon life would suffer eternal torment. As Kendra gives Buffy a sword blessed by the same knight that defeated Acathla in the past, Willow prepares to work the soul-restoration ritual using a Thessulan Orb he's been using as a paperweight. Cut to Manhattan, 1996. Angel is living like a bum, feeding off rats, when he's approached by a man who calls himself Whistler and who promises the chance to make something of himself. Whistler takes him to L.A., where he sees a young girl named Buffy approached by a mustachioed man, who says that she is needed to fight the vampires. He is still watching that night, when Buffy kills her first vampire, clumsily, but her late return home sparks another fight between her parents, which she listens to in tears. Angel tells Whistler that he's convinced, that he wants to help the Slayer and to be somebody.
In the present, Angel goes through the ritual to awaken Acathla, but fails. While Spike taunts him, Angel says they'll have to turn to an old friend for help. The next afternoon, a vampire walks into Buffy's final, delivering the message to meet Angel in the graveyard at midnight before being consumed by flame. Armed with Kendra's lucky stake, "Mr. Pointy," she sets off to face Angel while Willow attempts to restore the vampire's soul. While Buffy and Angel fight, the ritual at the library is interrupted by attacking vampires who topple a bookshelf on Willow and break Xander's arm. Drusilla saunters into the scene, hypnotizing Kendra and then slashing her throat before ordering the vampires to take what they came for — Giles. Angel tells Buffy that the whole thing was never about her, and she realizes that it was a ruse. Running back to the library, she sadly kneels over Kendra's dead body just as someone points a gun at her and yells, "Freeze!"
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Cordelia: "How about because you're a tiny, impotent Nazi with a bug up his butt the size of an emu?"
The entire argument scene in the library was wonderful, especially the climax...
Buffy: "What happened to Angel wasn't his fault."
Xander: "Yeah, but what happened to Ms. Calendar is. You can paint this any way you want, but the way I see it is that you wanna forget all about Ms. Calendar's murder so you can get your boyfriend back."
Buffy: "Yeah, Xander was pretty much being a... Willow! Where did you learn that word? My god, do you kiss your mother with that mouth?"
Spike's assessment of Acathla's tomb: "It's a big rock. Can't wait to tell my friends. They don't have a rock this big."
Whistler: "Bottom line is, even if you see 'em coming, you're not ready for the big moments. No one asks for their life to change, not really. But it does. So what are we, helpless? Puppets? No. The big moments are gonna come, you can't help that. It's what you do afterwards that counts. That's when you find out who you are."
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