Willow and Tara snuggle in bed together after their reconciliation, discussing the possibility that something is going on between Buffy and Spike. Tara confirms Willow's suspicions, adding that Buffy feels ashamed of her sexual relationship with Spike. Willow is hurt that she was never told. Willow goes to check on Buffy, but instead encounters Dawn in the hallway. When Tara appears wearing just a sheet, Dawn is thrilled to see they are back together.
Buffy meanwhile has decided to take care of the Trio once and for all and breaks into their lair, but finds the place deserted and dangerous traps waiting for her. She escapes, managing to grab a few items before large saw blades tear apart the house. Buffy, Dawn, Willow and Tara gather to go over those items, realizing sadly that the rest of the group won't be helping since they all have other priorities or lack interest. Anya sits with a young scorned woman who wants to wish vengeance on her cheating boyfriend, but Anya is too busy talking about her own relationship problems to notice the young woman's wish. Dawn visits Spike at his crypt, informing him that she knows he had sex with Anya and Buffy. She lectures him about hurting Buffy when he supposedly loves her and leaves him pondering the thought of how he shows his love to her.
Meanwhile in a cave, the Trio kill a large Nezzla demon who is guarding the Orbs of Nezzla'khan. Warren and Andrew make Jonathan wrap himself in the dead Nezzla's skin to cross a barrier that can only be passed by one of the demons, and as he fetches the orbs the other two conspire against him. Warren tests the power of the orbs and is pleased when he can easily kill another demon.
Xander, aghast that Buffy could have been involved with Spike, storms out of an argument with Buffy. He walks the streets alone, pausing briefly to secretly look in on Anya as she works at the magic shop. He ends up at The Bronze drinking away his sorrow over Anya and Spike, when the nerds enter. Orb-enhanced Warren hits on a former schoolmate's girlfriend, and when the woman's boyfriend steps in Warren fights off the boyfriend and several others with ease. Xander tries to intervene but is tossed aside.
Later, at home in bed, Willow reviews some files on her laptop, but is quickly distracted by Tara. Buffy, badly injured from patrolling earlier, runs a bath for herself to soothe her aching back. Spike shows up uninvited and tries to convince her that she loves him and just needs to admit it. She protests as he forces himself on her, his attempt to make her feel love for him again. With her back injured, Buffy barely manages to stop his advance on her. Spike is stunned by his behavior and tries to apologize, but Buffy knows he only stopped because she made him. When Xander notices Spike's coat on the stairs, then finds Buffy on the floor in the bathroom with a large bruise on her leg, he realizes what happened. His desire to go after Spike is thwarted when Willow and Tara arrive to tell Buffy they found plans indicating the Trio are planning to steal a large amount of money. After Xander warns her of Warren's new strength, Buffy rushes off to stop them.
Returning to his crypt, Spike thinks back on his attempted rape, questioning what Buffy and the chip are doing to him. He pours himself a drink, but becomes infuriated not that he attacked Buffy, but that he backed off - something the pre-chip Spike would never have done especially with the Slayer wounded and crushes the glass in his hand. Just then Clem comes by, and Spike, begins to wonder exactly what he is. He realizes aloud that he is not a monster, yet can't be a man. Clem tells him that things change, and Spike suddenly gets an idea, and tells Clem that things do change... if you make them.
Warren overturns an armored car loaded up with money from a big weekend at an amusement park. Buffy shows up and fights him, but the two seem evenly matched; Warren taunts Buffy with his supposed mastery. Jonathan jumps on Buffy's back and appears to be fighting her, but he quietly informs her that she needs to smash the orbs in order to defeat Warren. Buffy smashes the orbs on Warren's belt. No longer strong, Warren uses a hidden jet pack to escape freely into the sky. Andrew reveals he too has a jet pack, but when he tries to escape, he only knocks himself out on the overhanging roof above him. As the cops haul Jonathan and Andrew off to jail, the jetpack-less Jonathan realizes that the two were about to betray him. In jail, Andrew insinuates that he was in love with Warren.
Meanwhile at the city limits, Spike boards his motorcycle and leaves Sunnydale. He promises that when he returns, things will be different.
Willow and Tara get dressed and while hugging, Tara notices Xander and Buffy in the backyard together. Buffy and Xander begin to discuss Buffy's relationship with Spike, and the two make up and reaffirm their friendship. As the two hug, Xander spots Warren entering the backyard with a gun. Warren rants about his recent defeat and declares his intentions of revenge. He pulls out the gun, fires directly at Buffy, then shoots randomly over his shoulder as he runs away. Buffy and Xander topple to the ground as the window to Willow's bedroom is broken and a bullet strikes Tara in the back as she's facing Willow. The blood from her wound splashes on Willow's shirt. Tara stares at the stain and manages to say "Your shirt..." before she collapses and dies. Xander tries to stanch the bleeding of Buffy's chest wound, while in the house, Willow cries out as she holds Tara's lifeless body and her eyes turn magically dark red with pain and fury.