The Bronze re-opens under new management, and Buffy watches as her friends dance. Spike shows up and tries to carry on a conversation with an uninterested Buffy. Willow reveals that she is suffering from headaches and nosebleeds as a result of her teleportation spell. Buffy spots Ben and offers her thanks to him for looking after Dawn. A train pulls into Sunnydale, but the porter goes on board to find all the passengers dead before he too is attacked.
Buffy returns home, and Giles suggests that Dawn be treated normally. Harmony tries to get Spike sexually aroused and suggests a game where she pretends to be Buffy. Buffy reads about the train murders, but concludes that it's a vampire and not Glory. Buffy searches for Dawn and finds her with Spike, listening to one of his scary stories. Dawn reveals her crush on Spike but really shocks her sister when she says that Spike has a crush on Buffy.
Buffy and Xander investigate the train, and Buffy confesses the possibility of Spike loving her. Buffy finds her mother and sister talking in the kitchen with Spike. He takes her to a warehouse where he believes the vamps from the train are. Buffy confronts Spike about his feelings, but when he confesses his love, she rejects him brutally. Returning to the crypt, Spike is shocked to find his sire and long-time love, Drusilla.
Drusilla tells him of the events in Los Angeles and urges him to return with her. She's already aware of the chip in his head and tries to convince him he can be evil, even with the chip. Harmony arrives and yells at Drusilla for hurting Spike. Spike throws Harmony out of the way, announcing that not only is Drusilla back - he's back. Joyce and Willow talk to Buffy about the problem with Spike and tell her she has to make it clear to Spike that there is nothing between them.
Spike and Drusilla dance at the Bronze before Dru spots a couple on the catwalk for them to feed on. She snaps the neck of the girl, offering her to Spike before taking the guy for herself. Spike hesitates, but soon vamps and bites. Buffy discovers the extension of Spike's lair underground and a shrine dedicated to herself. As she returns to the surface, Buffy finds Spike and Drusilla waiting for her. Spike watches Drusilla shock Buffy with a cattle prod. After the Slayer collapses, Drusilla turns to Spike, only to be shocked herself as he seizes the cattle prod and uses it on her.
Buffy awakens to find herself chained up in the underground space below Spike's crypt, Drusilla tied to a pole across from her. Spike professes his love and offers to kill Drusilla to convince Buffy of his love. He threatens that if Buffy does not return his love, he'll untie Drusilla and let her kill Buffy. Spike asks for only a small sign that Buffy could love him. Buffy rejects Spike again, and he goes into a rage about women being so difficult. Harmony arrives and shoots Spike with a crossbow bolt. While Harmony and Spike fight, Drusilla breaks free and goes after Buffy while the Slayer is still chained up. Spike saves Buffy. Realizing that the Spike she once loved is gone forever, Drusilla leaves Sunnydale heartbroken.
Harmony leaves Spike, telling him it's completely over between the two of them. Buffy walks home with Spike following her, but Buffy tells him to stay away from her. He tries to follow her into her house, but finds that Willow has cast the spell to prevent his entry and Buffy shuts the door in his face.