Buffy, Xander and Anya race through the forest and Xander can't believe what's happened to Willow. They figure that Willow will head to the jail in order to kill Jonathan and Andrew. Anya teleports off to the county jail while Xander and Buffy are forced to walk there. Buffy hopes that it's still Willow inside her body. Unfortunately their plans to get to the jail quickly are ended when they discover Xander's totalled car. Buffy runs off, leaving behind a very pissed off and dejected Xander.
Inside the police station Jonathan and Andrew are sitting inside a jail cell. Andrew figures that Warren never abandoned them but Jonathan tells him that he's crazy. Andrew then tells Jonathan that he was kicked out of the trio because he never had enough respect for Warren, their leader. Anya teleports into the cell breaking up their little skuffle. Anya summarizes the story to date; that both Tara and Buffy got shot, Willow is now a scary wiccan and Warren is dead at Willow's hands. Anya orders the guard to open the jail cell and spooks him by teleporting in and out of it.Willow arrives at the police station in a flurry of thunder and lightning and begins to telepathically pull stones from the jail, ripping apart the sides of the jail and exposing the cell where Jonathan and Andrew are hiding. Cops gather around Willow but she brushes them off with a flick of her hand. Buffy has also arrived on the scene and rushes in to release Andrew and Jonathan from their cell. Willow floats up to the second story cell and finds it absolutely empty and the bars broken and bent. Anya is still there and Willow attacks her with fiery magicks. Xander arrives in a cop car and they all rush off in an attempt to escape Willow. Infuriated, Willow follows them them on a Mack truck. She stands atop it, smashing the smaller cop car repetitively while the driver of the truck tries to fight Willow's control over his steering wheel. After hitting them over and over, Willow's power suddenly drains completely and she crashes on top of the truck, giving Xander, Buffy, Andrew and Jonathan the chance to escape.
Meanwhile Dawn and Clem are hanging out in Spike's old crypt. Clem tries to convince her to have some innocent fun but she tells him she isn't weak or incapable. Dawn then tells Clem that she needs his help. In a place a great distance from Sunnydale, Spike is talking to an ancient demon for which he has to pass several trials. A man with flaming fists appears and knocks Spike to the ground. Back in Sunnydale, Clem and Dawn are seeking out Rack despite Clem's protests.
They all return to the Magic Box and Anya says she can't sense Willow anymore. They discover all the empty books that Willow had drained magically. Anya still has a book of anti-spells but it's in ancient Simerian and she can't read it. Buffy tells Jonathan that she's isn't protecting him, she's doing this to salvage Willow. Buffy then comments that if Willow lost all her power, she's probably going somewhere to replenish all her magic. Willow does indeed go to replenish her magic and ends up at Rack's place and he's super impressed by her power and comments that she still tastes like strawberries. As he carresses her cheek she slaps a hand on his chest and sucks all the power right out of him. Dawn and Clem discover Rack's place at the same moment as Willow. Dawn enters the inner sanctum and finds Rack dead and hanging from the ceiling. Willow greets her and Dawn is shocked to see Willow's appearance. Willow won't let her leave and Dawn tells her that she misses Tara too, stopping Willow in her tracks. Willow then insults Dawn, telling her she wasn't always human and that she never really belongs here. Willow offers to send her back to being a ball of energy like she used to be. Buffy appears at the door and tells Willow to get away from her sister.
At the Magic Box, Anya and Xander are getting aggravated with each other and Anya can't translate the text. Andrew gets into an argument with Jonathan who wants to start up a new duo between the two of them. Xander is convinced that Willow would never kill them because they're her friends. Anya then admits to Xander that she can't turn on him because she can't exact her own revenge. He says that her sleeping with Spike was painful enough, but she tells him it wasn't revenge, but rather solace. Back at Rack's, Buffy tries to tell Willow that she's still just Willow inside. This Willow tells her that Willow always got stepped on and that the only thing she had going for her was the moments when Tara would look at her. And now it's over. Buffy argues that there's so much to live for but Willow sees right through her, and tells her that she knows Buffy hates it as much as her to live in this world. Willow teleports them all back to the Magic Box where she tries to throw magic at Andrew and Jonathan, but they're surrounded by a protection field which Anya is chanting from around the corner.
Spike continues to fight the fiery demon and continually gets beaten down until Spike lands some solid hits to the guy and snaps his neck, killing him brutally. The demon tells Spike that he's only passed the first stage of the test. Willow starts to get more and more pissed off when her spells aren't working against the counter-spell around Andrew and Jonathan. Willow then increases her power by casting a spell on herself to give her super strength. Buffy steps in front of Andrew and Jonathan and Willow throws an uppercut to her, sending her across the room. Buffy comes back and throws a punch at Willow, who also flies across the room. Xander, Dawn, Jonathan and Andrew leave the Magic Box, leaving Anya (who's hidden) and Willow and Buffy squaring off against each other. They go at each other violently, throwing hit after hit and destroying the Magic Box in the process. Willow discovers Anya chanting in the back corner. Andrew pulls a sword on Xander, telling him he doesn't want to follow his orders but Jonathan pulls his own sword on Andrew and Andrew withdraws. Joanathan tells him they'll be going back to jail when this is all over. At the shop, Willow knocks Anya out and attacks Buffy with her power again. Just as Willow says there's no one with the power to stop her now, Giles appears in the doorway and knocks Willow flat on her feet.
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Andrew: "We didn't do anything!"
Jonathan: "Yes, we did. We signed on. We teamed up. We wanted to see where all our plans would take us - well take a look."
Xander: "Boys.. If you don't knock it off, I will pull this car over and you can just walk to your painful deaths from here."
Dawn: "You are back on the magicks."
Willow: "No, honey. I am the magicks."
Willow: "Wanna go back? End the pain? You'll be happier.. I'd be happier. We'll all be a lot happier without having to listen to all your constant whining."
Dawn: "Willow, stop..."
Willow: "'Mom!', 'Buffy!', 'Tara!', 'Wah!'.. Come on, someone's gotta stop the carnage."
Xander: "Right, because you varnishing the table with Spike. How could that possibly have hurt? It may have chaffed..."
Anya: "That wasn't vengeance. It was solace."
Xander: "You think I don't know that? You think I'm the hero of this piece? I saw the gun. Before Warren even raised it.. I saw it, and.. I couldn't move. He shot two of my friends before I could even.. You want me to know how useless I am? That it's my fault? Thanks. Already got the memo."
Willow: "Let me tell you something about Willow. She's a loser. And she always has been. Everyone picked on Willow in junior high, highschool - up until college with her stupid mousy ways and now.. Willow's a junkie." [..] "The only thing Willow was ever good for.. the only thing going for me.. were those moments.. just moments, when Tara would look at me and I was wonderful. And that will never happen again."
Willow: "I know you were happier in the ground.. hanging with the worms. The only time you were ever at peace in your whole life is when you were dead.. until Willow brought you back."
Willow: "This is a huge deal for me! Six years as a side man - and now I get to be the Slayer."
Buffy: "A killer isn't a Slayer. Being a Slayer means something you can't conceive of."
Willow: "Oh, Buffy. You really need to have every square inch of your ass kicked!"
Buffy: "Then show me what you got.. And I'll show you what a Slayer really is."
Willow: "Get off, superbitch!"
Willow: "There's no one in the world with the power to stop me now."
Willow wird von Giles durch Magie weggeschleudert.
Giles: "I'd like to test that theory."
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