Gunn discovers a demon gang war is imminent, unless the head of the leaders is recaptured from Rome. So, Angel and Spike travel to Rome to retrieve the head. They find out that Buffy is dating their arch-nemesis "The Immortal". Flashbacks are shown that explain why Angel and Spike hate "The Immortal": he slept with Darla and Drusilla simultaneously while his minions held Angelus and Spike in chains. They discuss the matter and conclude that Buffy must be under some sort of love spell - why else would she be dating a dark, centuries-old supernatural creature who may or may not be evil? Spike declares that it must be a spell, and Angel agrees.
They are able to locate the head. They visit Buffy's apartment and find Andrew Wells there. He said that he lives with Buffy and Dawn, and Buffy went to a club with The Immortal. They go to the club and see Buffy from a distance. They get distracted and leave the demon head in a bag on a table, which is snatched by The Immortal's demon butler. Angel and Spike fight the minions and "accidentally" hit each other a few times, too. The demon butler gets away with the head and mocks the heroes as he leaves. Angel and Spike argue over how "if they had their resources", that they would be able to find the head. Spike points out that there is a Wolfram & Hart office in Rome.
Meanwhile, at Wolfram & Hart in L.A., Fred's parents show up and Wesley ushers them into his office to tell them she has been consumed. He is about to tell them when Illyria walks in the door looking and acting exactly like Fred. Later, while her parents are being shown Fred's office, Wesley confronts Illyria. She explains because of Fred's past memories she cannot bear to witness their grief in addition to Wesley's, which she experiences as a physical pain. She explains that she can appear in the form that she wishes. After Fred's parents leave, Wesley asks her if she got what she wanted from that experience. Illyria answers "Yes", and Wesley orders her never to do it again.
Angel and Spike go the Rome Wolfram & Hart offices, where they are greeted by the CEO, an ebullient Italian woman. She says the head is being held in a standard ransom situation. Angel and Spike are given money for the drop, which they exchange with the butler for the bag. They open it and in it there is a bomb counting down to 3,2,1... It explodes. The camera shows everything blown to bits. Spike complains about his ruined jacket that he ripped off a dead slayer. They go back to the Rome Wolfram & Hart - the CEO laughs, saying they always do that to first-timers. She replaces their damaged clothing. Spike and Angel declare their intentions to go home, but return to Buffy's apartment and Andrew tells them to let her move on, while he leaves the apartment with two sexy women. Frustrated by their inability to contact Buffy and by the demon butler's chicanery on The Immortal's behalf, they decide to go home.
Illyria follows Wesley into his office, still appearing and speaking as Fred. She states that she wishes to explore the relationship further and does not understand why Wesley is angry when he obviously loved Fred. He replies that she is not Fred and that he is sickened by the sight of her. He tells her to be anything as long as it's not Fred. She appears somewhat confused and when he leaves the room changes back into her usual form. "As you wish" she says.
When Angel and Spike return home, they find the head on Angel's desk with a note signed by The Immortal. They are outraged; this is the second time he "distracted" them while he put the moves on "their" girl. They declare their intentions to get over Buffy and move on with their lives.