After flaying Warren alive Willow turns to go after Jonathan and Andrew who are still in jail. To give them a warning, Anya teleports into their cell, but the guard doesn't heed her that they have to leave. She also cannot teleport them out when Willow arrives outside of the police station and starts to tear down the wall. Meanwhile Buffy and Xander are held up in the forest as Willow had damaged their car. Buffy resorts to running to the police station and sneaks in from a side entrance when she realizes she cannot stop Willow in a direct confrontation. When Willow flies up the wall to the cell, Jonathan and Andrew are already gone. As they leave the building, Xander picks them up with a stolen police car and they try to outrun Willow. Willow pursues them with a semi truck but the others escape when Willow tires.
Meanwhile at Spike's place Dawn convinces Clem to take her to Rack's in order to find Willow. It turns out that Willow is already there and has murdered Rack, absorbed his magic in order to become more powerful, becoming the evil Dark Willow. After leaving Andrew and Jonathan safe at the Magic Box, with Anya and Xander working to find a protection spell to guard the two from Willow, Buffy finds Dawn at Rack's with Dark Willow threatening to kill her. Buffy gets between Dark Willow and Dawn and tries to convince Dark Willow to stop and focus on positive things while Dark Willow criticizes Buffy's hypocrisy, summarizing all of Buffy's self-destructive habits and depression since she was revived. During the conversation, Dark Willow teleports them to The Magic Box.
Across the world in the African cave, Spike is ordered by the cave demon to undergo a challenge to "return to his former self". Spike is led to an arena-type space where, bare-shirted and barefoot, Spike is forced to fight against a burly man who has flaming-fists as weapons. After a long and brutal fight, Spike defeats his challenger by breaking the man's neck. But Spike learns from the observing cave demon that this is only the first of many challenges he must pass to grant his request.
Back in Sunnydale at the Magic Shop, Dark Willow attempts to attack Jonathan and Andrew, but some powerful spell is blocking her. While Xander clears Dawn and the two boys out, Buffy fights Dark Willow in a one-on-one physical fight. During the fight, Dark Willow discovers Anya reading from a spellbook to reduce her magical powers, and knocks her out, then eventually overpowers Buffy when she's able to use magic again. Before she can do anything permanent, however, Giles appears to stop Dark Willow.