Buffy patrols and runs into Spike who wants to talk about their kiss. A demon loan shark (with a shark's head) confronts Spike about his kitten debt, but Buffy steps in and takes care of the thugs looking to beat 40 Siamese out of Spike. Willow, Xander, Anya and Tara talk about calling Buffy back from Heaven and their feelings in the aftermath of the truth. Willow suggests fixing the mess with a spell and Tara confronts her about her excessive and damaging use of magic. At the threat of losing Tara, a desperate Willow offers to go a month without magic to prove that she is not dependent. Tara asks her to try for a week.
Giles informs Buffy that he is leaving for England and Buffy takes the news very badly. He knows she is too dependent on him and he must leave if she's ever going to learn to survive on her own. Without her magic, Willow is late getting ready to leave the house so Tara and Dawn leave without her. She then uses magic to get dressed quickly and starts another spell by the fireplace that will make Tara and Buffy forget the damages of the spells Willow used on them. In her rush, she accidentally leaves a bag of the Lethe's Bramble (the herb she had been using for forgetting spells) by the fireplace.
The whole gang, including a disguised Spike on the run from the loan shark, gather at the Magic Shop during the day. Giles confesses that he is leaving and Buffy tearfully reveals that she's feeling deserted by everyone. Willow has a crystal in her pocket that was used with her forgetting spell and it glows brightly in her hand. However, back at the Summers' house, a spark from the fireplace sets the entire bag of Lethe's Bramble on fire. Instead of just Buffy and Tara, the whole gang falls unconscious. They wake up later that evening with absolutely no knowledge of who they are or where they are. Spike suspects Giles is his father (because they're both British) and Anya assumes she's getting married to Giles (because they jointly own the magic shop). Everyone figures out their names from their ID's and necklaces except Buffy, who names herself Joan, and Spike, who takes the name "Randy" from the inside of his stolen coat.
A couple of vampires outside the shop scare the entire gang and they hide in fear. Looking for Spike to repay his debt, the vampires attack the shop. Joan discovers she's a superhero of some sort when she stakes one of the vampires and saves Randy. To which, Xander then faints. Anya and Giles stay at the magic shop while Joan and Randy run outside to fight off the vampires. Randy unknowingly assumes his vampire visage to fight off the vampire thugs, which sends Joan running away in fear.
The rest of the Scoobies retreat to the sewers but they encounter vampires down there too. Anya turns to a random page in a book and reads the incantation there, which causes a bunny to appear and frighten her. Joan attacks Randy when he catches up with her and informs him that he's a vampire. He's confused by it, but assumes that he's a good, noble vampire--a vampire with a soul--because he doesn't want to bite her (Joan thinks the idea of a vampire with a soul is incredibly lame). The loan shark and his minions attack the two and a fight ensues.
Anya continues to try random spells, which conjures many more bunnies, a dark green cloud inside the shop, a sword-wielding skeleton, and a big beast. Giles and Anya fight while hiding behind the counter and Giles reveals that he found a one-way plane ticket in his pocket for London, assuming he must be abandoning Anya. Anya begs him not to leave her and they kiss passionately. Xander (or Alex, as Dawn calls him) fights with the vampire chasing them in the sewers, finally stakes it, and then accidentally steps on the crystal that fell from Willow's pocket. The breaking of the spell finds Giles and Anya kissing, Willow atop Tara after a fall, and Spike and Buffy deep in mid-action conversation.
Tara and the others realize that Willow used magic, despite her promise. The spell broken, Buffy is momentarily too stunned to duck a few painful hits. Spike finishes off the rest of the vampires and promises to make up his debt to the intimidated loan shark. While Willow cries in the bathroom, Tara packs all of her things into boxes; then, receiving a cold reaction from Dawn, she leaves. Full of grief, Giles takes his plane back to England. Spike finds Buffy at the Bronze, but she turns her face away and he stalks off. She doesn't let him get far though, and they kiss passionately beneath the stairs of the Bronze.