Glory prepares for the ritual to open the portal, talking to her minions and Dawn, who is tied up and gagged. Spike reports that he can't see Glory anywhere, but the gang has a new problem as Buffy has been reduced to a state of catatonia. Spike tries to violently shake Buffy back to normal, which only leads to a fight with Xander, and Willow forces them apart with magic. She takes control, giving orders to everyone, as Buffy and Giles are unable to do so. After mentioning that Ben and Glory share a body, Spike realizes that Glory's magic makes the humans forget that bit of information every time it's revealed to them.
Glory first attempts to comfort a frightened Dawn, but starts to lose her cool as she realizes she's feeling guilty. With Anya looking after Tara, Willow performs a spell to enter the mind of the Slayer, where she finds herself talking to Buffy as a child. Willow witnesses Buffy's memory of baby Dawn being brought home by their parents Joyce and Hank.
At the hospital where Giles was getting care, Xander fills him in on Willow's plans. Spike reports that Glory has left her apartment. Dawn reveals to Glory that she remembers the transformation from Ben; this really worries Glory, as it implies Ben is closer to the surface than before. She asks to have Ben taken out of her body, but it is the punishment she must face for her crime. In Buffy's mind, Willow watches Buffy (now adult) shelve a book at the magic shop, followed by Buffy's memory of the First Slayer telling her that "death is [her] gift." At her house, Buffy calmly acknowledges that death is her gift, before going to Dawn's room and smothering the young girl with a pillow.
Glory becomes Ben, who flees with Dawn. In Buffy's mind, the remembered scenes repeat endlessly.
Spike and Xander visit Doc for information on Glory but, noticing his shifty attempts to hide a small carved box, quickly find that he's playing for the other team. With his super speed and long tongue, Doc has the guys at a disadvantage. He throws the box into the fireplace and attacks. Spike is able to recover the box while Xander stabs the reptilian creature with a sword. The two leave with the box, but after they've gone, Doc's eyes open.
In Buffy's mind, before Buffy can go to kill Dawn again, Willow stops her and asks why.
A good distance away from Glory's hideout, Dawn breaks away from Ben and knocks him out with a chain; but this only allows Glory to re-emerge. Ben and Glory battle for control of the body until Glory offers a deal: if Ben cooperates in sacrificing Dawn, Glory will make him immortal. Ben then hands Dawn over to Glory's minions.
Willow asks Buffy what is the significance of the seemingly mundane scene of placing a book on a shelf. Buffy explains that was the exact moment when, in her heart, she gave up hope of defeating Glory. Buffy blames herself because she thinks that she is the reason Glory has Dawn and Dawn will soon die. Willow tells her that it's not over yet and she can still do something to stop it.
Buffy then returns to reality, crying and collapsing into Willow's arms. As they return to the magic shop, Xander tells Buffy that Ben and Glory are one and the same. After reviewing the information Spike stole from Doc, Giles reveals that a bloodletting ceremony will occur to open the portal, and once it begins there is only one way to stop it: Dawn must be killed.