While patrolling, Faith asks Buffy if she's ever had sex with Xander, and Buffy says they're just friends. They slay a vampire wielding a short blade and long blade. The next day at school, the gang is looking into college and they discuss future plans. Wesley Wyndam-Pryce, Buffy's stuffy new Watcher, annoys Giles in the library while both Slayers attempt to ignore him. Buffy is instructed to go retrieve an amulet that once belonged to a demon named Balthazar, who led a cult of swordsman vampires before he was killed. Faith expresses to Buffy her belief that as the Slayers, they can do what they want, and enjoy it. Buffy is skeptical, but Faith firmly believes Buffy gets off on slaying as much as she does.
That night, Buffy finds the amulet but a group of Balthazar's vampires enter before she can take it. Faith arrives and the two slay some of the vampires before retrieving the amulet. After handing over the amulet to Wesley, Buffy leaves to take a necessary chemistry test, but she can't stop talking through the whole test about the previous night and how much she ended up enjoying it. Faith shows up at the window and she and Buffy leave to destroy a vampire nest. The two go dancing afterwards at the Bronze where Buffy meets up with Angel. She's acting very strange and he tries to ignore it and tells her that Balthazar isn't dead and he's looking for his amulet. When Wesley comes looking for Buffy, she takes the amulet from him and gives it to Angel.
Buffy and Faith go out and find Balthazar, an obese and ugly demon that must live in a large pool of water and constantly be kept wet. At a loss for weapons against a large group of vampires, they break into a sporting goods store and steal some. Faith continues to expound on her philosophy of being a Slayer to Buffy. "Life as a Slayer is very simple. Want, take, have." The police arrive and arrest them, but in the car, the two Slayers kick down the metal gate separating them from the cops, causing the car to crash and the cops to be injured. The following morning, Buffy checks the local newspaper for any news regarding the accident, but finds nothing. The Mayor is attacked by one of Balthazar's vampires, who is foiled by Mr. Trick and imprisoned.
Balthazar demands his minions bring him the Watchers and kill the Slayers. No matter the cost, he must have his amulet. The enemy who crippled him is about to gain ultimate power and he refuses to let this come to pass. Willow presents Buffy with a protection spell talisman and is ready to go slaying that night, but Buffy tells her that it's too dangerous and that she's going with Faith instead. This leaves Willow feeling hurt, with her amulet essentially rejected. The two run into several vampires and stake them, then Allan, the Mayor's secretary walks out and Faith accidentally stakes him, too. He dies before anything can be done and both Slayers flee the scene of the crime in separate directions. Buffy runs into Angel and he tells her about Balthazar taking Giles while Faith returns to the scene where Allan is and just stares at the body.
With the two Watchers in his possession, Balthazar searches for answers as to who has his amulet. Wesley is cowardly willing to give up anything in exchange for his life, whereas Giles keeps his, admittedly cynical, calm. Angel shows up with Buffy, frees Giles and everyone fights. When Balthazar captures Angel, Buffy tosses a live wire into his tub of water, electrocuting him. With his dying breath, Balthazar warns them of his enemy. "When he rises, you'll wish I'd killed you all." In his office that night, the Mayor performs a ritual in front of Mr. Trick and the captured vampire. Once it is finished, the Mayor orders that the vampire has his weapon returned to him and be released. Mr. Trick is confused, but does as he's told and releases the vampire. The vampire immediately attacks the Mayor by slicing his head in half...however the head promptly repairs itself with no ill effect on the Mayor and Mr. Trick stakes the surprised vampire. The Mayor tells his right-hand man that the hundred days before the Ascension has begun and that during that period he is completely invincible. Buffy confronts Faith about Allan's death but Faith doesn't want to talk about it.
Buffy is aghast. "Faith, you don't get it. You killed a man."
Faith's reply: "No, you don't get it. I don't care."