Frankfurt, Germany: A young woman races frantically down deserted corridors above a bustling nightclub. Hooded figures similar to the robed men from the previous episode follow her. She dashes through an exterior door, scales down the building, and, believing herself safe, leaves the building at the street level. Robed pursuers appear and push her back through the door. One of the robed figures pulls a long curved dagger. She blocks his swing, but misses the next. The assassins re-sheath their daggers and depart. The young woman opens her deadened eyes and says in a deep, inhuman voice, "From beneath you, it devours."
Dawn awakens Buffy from the nightmare in which she witnessed the German woman's murder and Buffy questions the meaning of her dream. Elsewhere in Sunnydale, something large tears through the ground. Spike sneaks around in the school basement he calls home, seemingly headed for a rat while he speaks aloud. Everything around him begins to shake and he falls to the ground, screaming. Xander drives Buffy and Dawn to school and they talk about high school and Xander's relationship problems.
Principal Wood introduces Buffy to her new job and cubicle where she'll be working. Buffy sneaks down to the basement in search of Spike, but doesn't find him. In England, Willow struggles with the need to return to Sunnydale where she'll be forced to face her friends and the trouble she caused. A taxi awaits her as Giles listens to her verbalize her fears and he convinces her that even if her friends don't want her back, her presence on the Hellmouth will be important. Back in Sunnydale, a woman walks her small dog along the sidewalk, but while her back is turned, something sucks the dog through the pavement and into the ground. She runs away and right into Xander, who takes her to the safety of Buffy's house.
The remaining Scooby Gang console the woman, Nancy, and promise to deal with this unusual creature. Much to everyone's surprise, a cleaned up version of Spike joins them in the living room and offers his assistance in the battle. Spike wants to talk with Buffy, but Dawn and Xander are not happy to see him or with the fact that Buffy didn't inform them that she saw Spike earlier. Buffy goes to talk with Spike privately and he offers to help deal with this underground monster. Buffy eventually agrees to let him help, then explains the game plan to the rest of the group. As Spike leaves with Buffy for patrol, Dawn leaves him with a parting threat that if he ever again harms or touches Buffy, Dawn will set him on fire the next time he goes to sleep. Spike is somewhat unnerved by this which is surprising since Spike is not usually the type who gets easily afraid.
While examining the scene where the dog was eaten, Spike explains that the manifest spirits from the school were the cause of his craziness. Buffy is uncomfortable around him and he doesn't bother apologizing for what he did, just admits to changing. Meanwhile, Xander takes Nancy home and she asks if they can go out sometime. The ground rumbles and a giant worm chases them down a hallway and emerges from the ground with a roar. Once the worm goes away and the two are safe, Nancy starts to talk about her abusive ex-boyfriend and Xander quickly concludes that she made a wish to a vengeance demon.
Buffy and the gang confront Anya at the Bronze and get her to admit to making Nancy's ex-boyfriend Ronnie into a Sluggoth monster. Nancy learns that Buffy and Spike, Spike and Anya, and Anya and Xander had been involved. She asks if anyone there hadn't slept together. Spike and Xander look at each other, knowingly. Anya suddenly realizes that Spike has a soul, but Spike tries to stop her from spilling the news to the rest of the group. He starts to attack Anya and she turns on him, with her vengeance demon powers of strength. Buffy steps in and beats up on Spike while he instead hits her back with a verbal assault of what he did. The fight sends Nancy on the run alone, but her wormy ex-boyfriend is hot on her trail. Meanwhile, Xander tries to convince Anya to reverse the curse on Ronnie, but it's not something she can do easily.
Buffy arrives in time to rescue Nancy from certain death and before Buffy can begin to battle with the giant worm, Spike intervenes. After a few hits with a metal pole, he goes to stab the worm only to have it turn back into Ronnie's human form before Spike makes contact. Both guys scream in pain as Spike stabs Ronnie in the shoulder. Spike starts to freak out and act crazy again while Buffy calls the paramedics to help Ronnie. Anya and Xander arrive on the scene and Anya knows she will pay a steep price for reversing the spell.
Buffy chases after Spike and finds him in a church. He's confused and speaks metaphors of what he really is to Buffy. He concludes that she's there to use him like she did before, but Buffy is quick to correct him. He unbuckles his belt telling her that it's time to service her. She chokes him and she then throws him across the room. He tries to explain what he did to get the missing piece that would allow him to become what she wanted. Buffy realizes that he got his soul back and is shocked by the revelation. Spike continues to speak of all the voices that are in his head, those from his past and new ones alike. Spike turns to a large cross at the front of the church and drapes himself onto it, letting it burn him. Tears flow down Buffy's cheeks as she looks on.