At 4:30 in the morning, a frantic Buffy comes a knocking on Xander's door, looking for Spike, who just happens to be out. Spike is out alright, he's out digging a grave for a woman he's just finished eating. In London, England, a Watcher returns to his flat to find the place trashed, and a woman named Nora dead on the ground. He's suddenly attacked by two monks who stab him in the back. Willow returns to the Summers' home, find it completely devastated inside and a shaken Dawn sitting on the ground. Dawn tells her that she saw her mother, but Willow doesn't think it was actually her mom, though Dawn is still convinced that it is. Buffy tells Xander about Spike siring a vampire and they're not quite sure what to think of it, especially since Spike still has the chip inside his head. But Buffy can tell that he's changed, when suddenly Spike walks in. Buffy asks him about his night, and she mentions hers, that she killed someone named Holden, hoping it'll spark something with him. Unfortunately, Spike doesn't even react. The next day, Xander has Anya stay and watch over Spike, and she's to alert Buffy if he leaves the house.
Buffy returns home, worried about Dawn as soon as she sees the mess in the living room. Willow tells Buffy about her experience with Cassie and how Dawn saw her mother. It seems as though this big bad knows how to hurt them. Buffy tells Willow that she killed a vamp that Spike supposedly sired. Buffy says she has to see it for herself, so that she can stop Spike from killing anyone. Later on in the day, determined to discover something, Anya sneaks in to Spike's room and starts looking through his things. He suddenly wakes up and demands to know what she's doing, and she pretends she's there to have sex with him. She tries hitting on him but he doesn't respond to her at all and she backs off, embarrassed. But as soon as he leaves for the night, Anya picks up the phone and calls Buffy, letting her know that Spike's left. Spike walks around town while Buffy follows him through crowds. She spots him flirting with a girl and he takes her into an alley where she starts making advances on him. He suddenly reaches for her neck when Buffy appears in the alley. She taunts him saying she knows he wants it. He vamps out and immediately bites the girl while Buffy encourages him on. He suddenly turns and runs off and "Buffy" morphs into "Spike", showing themselves to be the evil that's chasing them all around. Back at Xander's apartment, Buffy wakes Spike up in bed, demanding to know what he did with the girl, but he's confused and doesn't know what's going on. He insists that killing people would have nothing to do with his chip, because he has a soul now. He then thinks that Buffy is slightly jealous because he's been talking to other girls, but he denies killing anyone.
Later on, Buffy sets everyone to work, trying to determine whether or not Spike has been killing people. Willow discovers that about 10 people are missing, but that still isn't concrete proof that Spike has been killing people. Spike is about to head out, when he suddenly has flashes of a dead girl. Xander tries to stop Spike from leaving but Spike knocks him out, yelling in pain as the chip activates. Spike heads to the Bronze, where Aimee Mann is playing onstage, and asks bartenders and waitresses is they remember who he was there with the last time he came in. No one remembers but he goes up to the balcony where a woman suddenly approaches him. Xander calls Buffy, telling him that Spike left and has about a 30 minute head start. The woman continues to hit on Spike when she suddenly changes in to a vampire. She claims he sired her and he stands there baffled. They suddenly start fighting and the woman gains the upper hand, until he stakes her and throws her over the balcony where she turns in to dust on the floor below. The band stops as does the crowd, but then Aimee Mann keeps on playing and the demon is forgotten.
Buffy visits some clubs, looking for anyone that might have recognized Spike. A bouncer remembers Spike, saying that he leaves with a lot of girls. Realizing what's going on, Spike calls Buffy, telling her that he knows he's done some bad things. He tells her to meet him at a certain house and she rushes off to get to the house. Meanwhile, Spike's evil double tells him that he shouldn't have done that, but they can make it work now anyway. Spike and Buffy both enter the house, going in to the basement, where Spike wants to show her something. Spike tells her about all the people he thinks he's killed and he believes they're all buried in this basement. Spike can't explain why he's killed so many people and seems rather confused. He suddenly vamps out and starts attacking Buffy. They fight viciously until the vampires start to rise from the ground, all ten or more of them. Buffy starts fighting them off, while the evil Spike double taunts Spike, telling him that he knows he wants to bite Buffy. Spike is about to taste Buffy's blood when he suddenly has flashes of himself killing all those people. He falls to the ground in shock, while Buffy starts staking vampires repeatedly. Spike cowers in the corner while his double tells him he's failed and that she'll kill him now. When Buffy's done destroying the vamps, Spike offers himself up to be killed, but she doesn't stake him. Buffy realizes that something is playing with all of them, but she doesn't know what it is.
Buffy tells the rest of the gang about what happened in the basement of that house. Buffy says she'll help Spike out because this evil thing has been the closest to Spike than it's been to anyone else. So in order to get to know this evil thing, she's going to have to get close to Spike. But the rest of the gang isn't too sure about her plan, thinking it's too dangerous. Meanwhile in England, Giles finds Nora dead in the Watcher's apartment, he finds the Watcher lying on the ground, so very close to death. The Watcher tells Giles to "gather them" and that "it's started." Giles understands, but someone appears behind him, swinging an axe towards his head.
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Anya: "Uh-uh. Forget it, Harris."
Xander: "Come on, Anya. You said you'd do it on the phone."
Anya: "Yeah, but that, that was before you told me Spike's killing again, and now you want me to be alone with him?"
Xander: "You didn't mind being alone with him before."
Anya: "What was that?"
Xander: "Nothing."
Xander: "You're gonna be fine."
Anya: "Better be, because if I get vamped, I'm gonna bite your ass."
Xander: "Wouldn't be the first time."
Anya: "What was that?"
Anya: "All I'm saying is soulless Spike would have had me upside down and half way to happy land by now."
Spike: "I need my pants."
Vampir: "I'm not asking if you wanna be soul mates, just figured you'd wanna have some fun. I take him, you take her... or the other way around, whatever."
Spike: "No, you're lying!"
Vampir: "Is that all I was to you? A one-bite stand?"
Aimee Mann: "Man, I hate playing vampire towns."
Buffy: "There's something playing with us. All of us."
Spike: "What is it? Why is it doing this to me?"
Buffy: "I don't know."
Spike: "Will you... help me? Can you help me?"
Buffy: "I'll help you."
Buffy: "This thing has been closer to Spike than any of us."
Willow: "And if you want to understand it..."
Buffy: "...I'm gonna have to get close to Spike."
Xander: "No, it's too dangerous."
Buffy: "I don't have a choice. Whatever this thing is -from beneath us- it's bad, and it's only getting worse."
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