Riley invites Buffy out on a picnic. Willow and Buffy discuss the consequences of a possible relationship with Riley, who seems "safe" and unlikely to hurt her. Buffy wonders if true passion requires pain and fighting. Later, Buffy interrogates Spike, who is chained up in Giles' bathtub, but he doesn't give up much. Willow suggests a truth spell to make Spike talk.
Going to Oz's place, Willow learns he had his possessions shipped to him, crushing her last hopes of his return. That night at The Bronze, she opts to drown her sorrows in alcohol. Later, in the dorm bathroom, Willow performs a spell to let her will be granted in order to make her pain go away. However, her commands don't seem to work.
Giles drops by to find out why she didn't show to help him perform the spell as scheduled. She feels like there's too much pressure on her that she can't live up to. Angry, she says that he can't see anything, and then Giles leaves. Giles tries to perform the spell on Spike alone, but has difficulty reading. After Giles drops the key to the chains keeping Spike captive, Spike is able to escape.
While Willow and Buffy talk, one of Willow's casual comments causes Amy to become human for a brief second, before another turns her back into a rat. After Giles calls, Buffy goes to find Spike and once he's caught (by another sarcastic comment from Willow), she brings him back to Giles's apartment. While talking to Xander, Willow sarcastically suggests that Buffy and Spike get married; meanwhile at Giles' place, Spike proposes to Buffy and she accepts.
Xander continues to try to console Willow; in misdirected rage and grief, she calls him "a demon magnet." While Buffy and Spike cuddle and kiss and make plans for the wedding, Giles calls Willow for help, confessing he is totally blind. Buffy runs into Riley outside of a bridal shop and tells him about the wedding, which confuses and upsets him.
Xander and Anya's romantic time is interrupted by various demons that attack them. They rush to Giles' place where Xander realizes that everything Willow has said is coming true. D'Hoffryn, the demon responsible for making Anya a vengeance demon, comes forth and takes Willow through a portal into his demon world to make the same offer. When the gang goes to look for her, Anya recognizes the remains of a portal left by D'Hoffryn.
Buffy and the rest of the group go to a crypt where they hope to stop D'Hoffryn from turning Willow into a demon. En route to the crypt, several demons attack, still drawn to Xander because of Willow's spell. In the meantime, Willow turns down D'Hoffryn's offer and he sends her back. Willow breaks the spell and Buffy and Spike find themselves in the middle of a kiss. Willow apologizes and tries to make up for her messed up spell with cookies. Buffy claims she is over the whole "bad boy" thing. The next day, Buffy confronts Riley and manages to convince him that she's not getting married.