Dark Willow starts to recover from Giles' attack, but she is not interested in his attempts to help. He tries to keep her down, but she is persistent and he is forced to bind her physically and magically with his powers. Buffy and Anya hug Giles, who then offers his sympathies to Willow and then catches up with Buffy. Giles reveals that he was given power from a powerful witches' coven in England to stop Dark Willow. Buffy fills him in on everything he's missed and Giles reacts by laughing hysterically at what has happened. At the same time, Dark Willow communicates with Anya telepathically and tells her how to end the binding spell. Buffy and Giles continue to laugh about the luck of their lives and then talk about Buffy's feelings about being alive in the world. The subject goes back to Dark Willow and Giles explains that the coven is trying to extract Willow's powers without killing her. Dark Willow appears in the doorway, holding an unconscious Anya, and reveals that she's free of the binding spell.
Dark Willow magically throws Buffy aside and sends weapons flying at Giles. He blocks them and sends her flying through a brick wall into the main room. Meanwhile, Xander and Dawn walk down a road with Jonathan and Andrew just behind them, talking about what to do next. Xander again rambles on that he sees how useless he is, that he's really a coward because he did nothing when Warren shot Buffy and Tara, and did nothing at the Magic Shop to stop Dark Willow. When a smug Dawn mentions that Spike would help out and not be afraid, Xander lets it slip that Spike tried to rape Buffy the night before last. Dawn is not quick to accept that.
In the cave in Africa, Spike wins another round in the cave and asks for whatever else the demon can dish out. He gets it when his body is suddenly covered in beetles.
In the Magic Box, which has been almost completely destroyed from the magical battle, Dark Willow is confident in her strength and a weakened Giles tries one last attempt to hurt Dark Willow by bringing up Tara and what her thoughts on the situation might be. After Buffy saves Giles from Dark Willow's rather destructive response, Dark Willow creates a fireball that she sends off to find and destroy those that remain of the Trio. Buffy rushes off to try and stop the fireball before it hurts Jonathan and Andrew, as well as Xander and Dawn.
Dark Willow lectures Giles while she slams his body repeatedly against the ceiling and the floor. He interrupts her with some magic but she doesn't let that stop her. She sucks the power from Giles' body and revels in the overflow in her body. The magic she took from him is accompanied by an emotional burst that makes her feel so much that she decides it has to end; there's too much pain in the world and she must end it all.
Xander, Jonathan, and Andrew try to break into crypts at the cemetery looking for a hiding place, but they're interrupted as Dark Willow's fireball heads for them. Buffy races through the cemetery and tries to get everyone out of the way before they're hurt. After the fireball hits, Xander is knocked out, the ground shakes and opens up and Buffy and Dawn fall into a large hole. Andrew and Jonathan take the chance to escape and head for Mexico.
At the Magic Box, Anya finally comes to and finds a weakened Giles on the ground. He can feel Dark Willow's presence and knows that she's going to end the world. Buffy tries to climb out of the hole but struggles and tries to pull coffins out of the surrounding dirt walls to stack and try to escape on. After Xander comes to, Buffy sends him to find some rope to help them get out.
Dawn questions why Buffy didn't tell her about what Spike did and tells her sister that she can't protect her from the world. Anya appears in the hole and updates Buffy on the situation with Dark Willow. On a bluff elsewhere in town, Dark Willow raises the altar of a Satanic temple out of the ground to help her with her plans. Anya explains how Dark Willow is going to end the world by using her powerful newfound magic to drain Earth's life energy though an effigy of a demon, and that nothing magical or supernatural (including Buffy) can do anything to stop her. She leaves with the parting information that Giles is short on time.
Xander, standing at the top of the hole, overhears this and runs off. Dark Willow senses Buffy's desire to stop her, and talks to Buffy telepathically; Giles can also hear her as she speaks. Dark Willow wants Buffy to die fighting and creates creature-like earth elementals for her to battle. Buffy tries to fight the elementals as best as she can and, outnumbered, Buffy asks Dawn to help.
Dark Willow begins her magic on the cliff and the earth starts to shake all over town and ground begins to blacken. Dark Willow is feeding power into the temple when Xander arrives. Finally breaking his cowardice and self-pity, Xander jumps in the way, disrupting the flow. He tries to reach her humanity through their friendship, but gets tossed around and magically sliced at. Giles wakes up and realizes that there is still hope. After one of the elementals attacks her, Dawn kills one, which she credits to watching her sister in action. On the cliff, the wounded Xander talks to Dark Willow and appeals to her emotions by reminding her of her past and telling her that he loves her and he'll stick by her side no matter what she does. She uses magic to physically wound him every time he tells her he loves her until he finally gets through to her humanity and her powers start drain away. Willow tearfully breaks down in Xander's arms as the evil Dark Willow and her dark magic drains from her and she returns to her usual red-haired appearance.
No longer on the edge of death, Giles wakes up and tells Anya that the magic he received was intended for Dark Willow to steal. It tapped into her remaining emotions and the little humanity she had left and gave Xander the chance to reach her. Anya is shocked to find that Xander saved the world. Back in the crypt, the Earth-creatures disappear, and Buffy starts to cry happy tears. Dawn questions whether instead she really wanted the world to end. Buffy assures her things are going to get better and she's now really ready to live. Buffy and Dawn climb out of the hole and check out the horizon while Xander continues to comfort Willow, the surviving members of the trio ride off to Mexico, and back at the Magic Box Anya helps Giles to his feet and out of the wreckage.
In Africa, a severely bruised and bloodied Spike lies on the ground of the cave as the demon approaches him and announces that Spike has successfully endured all the required trials to grant his request. Spike rises to his knees and again asks the demon to give him what he wants so he can, "give Buffy what she deserves." The demon places his clawed hand on Spike's chest and returns the vampire's soul.