Writer: David Fury and Jane Espenson
Director: Alan J. Levi

Cast: Sarah Michelle Gellar as Buffy Summers, Nicholas Brendon as Xander Harris, Emma Caulfield as Anya, Michelle Trachtenberg as Dawn Summers, James Marsters as Spike, Alyson Hannigan as Willow Rosenberg.

Main guest stars: Anthony Stewart Head as Rupert Giles.

Original broadcast date : November 19, 2002

Xander is awakened at 4:30 in the morning by a loud and frantic pounding on his door. He goes to answer - it's Buffy. She urgently asks where Spike is, and Xander replies that he's been out all night; he asks whether the vampire is in trouble, and Buffy replies that she hopes not.

Meanwhile, Spike is working on digging a hole, humming softly to himself. He puts the shovel aside, and looks at the body of the woman he killed, propped up against a staircase. He takes the body and plops it down in the hole, then starts shovelling dirt on it...

In London, a Watcher enters his home and sees a broken glass vase on the floor. Worried, he calls out for "Nora". He gets no answer, and spots her body on the floor... dead. We presume she was a Slayer-in-waiting. As he rises, a hooded ninja emerges from the shadows and tries to kill him. He parries and whirls around, ready to go on the offensive - and another figure appears behind him and stabs him in the back.

Willow comes back home and finds Dawn amidst the ruined living room. She rushes to her and asks what happened - Dawn has some cuts on her face. The teenager tells her she saw her mom; Willow says that it may not have been her - she's seen someone too, but it wasn't real; it was the Big Bad. Dawn replies the Big Bad may actually have been the creature trying to prevent Joyce from talking to her - she reports what her mother said ("Something's coming, something's on it's way"), but she leaves out the part about Joyce announcing that Buffy would be against her...Willow diplomatically says they can't know for sure.

At Xander's place, he and Buffy are trying to figure out how Spike could be killing again. As they talk, Spike walks in, and she asks him how his night was. Taken aback by her tone, he says it was fine, and asks how hers was. She tells him that she dusted a vampire she knew, and even gives him the name Ð Holden Webster. He says, sincerely enough it seems, that it mustn't have been a picnic, and then heads off to bed. Left alone with Buffy, Xander tells her it could all be an act. Buffy decides she has to go check on Dawn, and remarks that someone has to watch over Spike. Xander says he can't, but they'll find someone.

Xander briefs Anya on her 'Spike babysitting' job as he prepares to leave for work. She's obviously not happy to be there, but he points to a window she can sit under where the sun comes in if things donÕt go right. She warns that if Spike kills her and turns her into a vampire, she'll come back and bite his ass. "That wouldn't be the first time", he mutters as he leaves.

Willow quietly closes the door to Dawn's bedroom as Buffy runs upstairs, alarmed, calling her sister's name. Willow tells her Dawn has just gone to sleep - she was exhausted. Buffy asks what happened downstairs, and Willow informs her that the Big Bad has manifested itself. She tells her about someone (she doesn't name Cassie) making her believe she was speaking to Tara, and then she breaks the news - Dawn was visited by her mother. Buffy tells Willow about Holden, and how he claimed he was sired by Spike. The redhead points out the vampire may have been a manifestation of the Big Bad, too, and that he may have been telling "pretty convincing lies" to confuse them. Buffy doesn't know what to believe about Spike; she declares that if he is killing again, she has to see it for herself, and she wants to be there to stop it.

At Xander's place, Anya is sitting on the sofa, looking thoroughly bored. She eyes the door to Spike's room, and suddenly getting an idea, she creeps up to it, stake in hand. She sneaks inside, and starts going through Spike's things. She picks up his pants and starts going through the pockets, and freezes as he turns around in his sleep. She's about to go at the pockets again when his hand grabs her wrist. "Please be specific and tell me what you're doing", he calmly asks.

Anya searches desperately for an alibi, and comes up with something she knows well: "Sex, obviously!" With that, she proceeds to come on to Spike, telling him how she's been dreaming of this since their little stint at the Magic Box. He sits up in the bed, alarmed, and backs up against the wall - especially when he sees the stake in her hand ("kinky", Anya says). She climbs on top of him and tries to kiss him, but he gently fights her off, saying that although he's flattered, he doesn't want to. She protests, but he asks her to hand him his pants. Moments later, he leaves his room, apologizing to Anya for hurting her feelings. He goes out, and Anya gets on the phone and tells someone (Buffy?) that he's left.

Spike walks down a busy street; he passes a harmonica player. A few moments later, Buffy rounds the same corner, following him. He walks up to a good-looking redhead and starts talking to her. The walk away together, and Buffy fights her way through the crowd, trying not to lose sight of him. As Spike and the girl walk away, she asks him what kind of name 'Spike' is. He doesn't answer. They end up in an alley, where they kiss. Buffy has now evidently lost the trail, as she looks around frantically, trying to spot him. In the alley, the woman comes on to Spike, calling him a 'bad boy'. She kisses him, and he reciprocates. Suddenly, he lifts his head to see... Buffy. "You know you want it", the Slayer coos. "You know I want you to". He vamps out and bites the girl, while Buffy approvingly looks on, a smirk on her face. "Now...doesn't that feel better", she says when heÕs done. His mouth dripping blood, Spike looks at her... and suddenly looks very confused. He runs away, while behind him, Buffy morphs into...Spike.

Later, Buffy brutally wakes up Spike in his bed, demanding to know if he killed the girl. Startled and confused, Spike argues that she knows he can't. "Right. The chip", Buffy says sarcastically. "No, not the chip, not the chip...Buffy, I can barely live with what I did!" he angrily replies. He adds that he didn't go to the end of the world to get his soul back just to get back on the kill at the first occasion. Buffy isn't convinced, but he accuses her of being jealous because he goes out. He admits that he goes and talks to people, because he can't talk to her. "This chip, they did to me, I had no choice...the soul I got on my own...for you".

Shaken, Buffy tells him about Holden Webster telling her he sired him. Spike denies it, and she demands that if he's innocent, he tell her what happened with the woman. Spike replied that they talked and...he doesn't remember. But he's adamant that he didn't kill her - the taste of blood he'd remember. Buffy decides she has to go and search for proof.

At the house, the gang is researching incidents of violent deaths. Willow suggests the Big Bad may have been telling the truth about Spike, and Anya says that she used to tell the truth all the time when she was evil. Buffy, however, wants hard facts - and Willow finds a database of missing people, about ten of them, mostly young and mostly women. "So itÕs true..." Dawn muses.

In his room, Spike puts on his jacket, and finds a cigarette pack in the pocket. He suddenly has a flashback to the blonde girl putting the pack on the table at the Bronze... and then the same girl dead. He exits his room and heads for the door, but Xander moves into his way, reminding him that Buffy said he was to stay put. Spike argues that he needs to go out to find proof, but Xander won't have any of it - so Spike knocks him out and leaves anyway.

The Bronze. On stage, a singer with a band is performing. Spike is at the bar, asking the bartender about the blonde girl he was with a few nights ago. He goes around the Bronze, trying to get clues, but he gets none. Disappointed, he slowly walks up to the bar's second floor.

Xander is on the phone, telling Buffy about Spike knocking him out (and holding an ice pack to his jaw). Buffy wonders where Spike could've went.

On the second floor at the Bronze, Spike is sitting alone at a table, drinking bourbon from his flask. A dark-haired girl comes over and comes on to him. He tries to ward her off, but suddenly she vamps out. Startled, he jumps away from the table; "So what's this wallflower act?" she asks. "You didn't seem so shy when you were biting me!" She suggests they take out a few people in the crowd, but he hits her. As the camera alternates between them and the musicians on stage, they fight, big time. He finally corners her against the balcony and stakes her. She falls to the level below and explodes, causing the singer to pause and the crowd to stare. Finally, the band and the singer start up again as though nothing untoward had happened.

Buffy arrives at the entrance of a dance club and asks the doorman about Spike. He admits he did see the "Billy Idol wannabe", and adds that he comes here often, every night with a different girl. Buffy is shocked.

At the Bronze, Spike goes to a payphone and dials a number. "It's me", he says. "I think I'm remembering. I think I've done some very bad things." At the other end, Buffy is listening on her cell phone. He tells her to meet him at a house at 643 Hoffman Terrace. She agrees, and he hangs up. He turns around to find his twin standing there. "You shouldn't have done that", the evil Spike tells him. "You're going against the plan. But we can make it work..."

At 634 Hoffman Terrace, Spike walks downstairs to the basement, while Buffy hesitates at the top of the stairs. He says he understands her not wanting to come down - it's a risky proposition. Downstairs, he comes face to face with his twin, who tells him the Slayer is not in the order of things. "You're not here!" Spike angrily retorts. Buffy, who has finally decided to come down, wonders who he's talking to. He tells her that he may indeed have killed a girl - and there may be others, including the lady who owned the house. He thinks he buried them here, in the basement.

Behind him, the twin starts singing the same tune Spike was whistling when he buried the blonde girl. Spike suddenly falls silent and turns around, and Buffy asks him what's going on. Spike turns to face her and vamps out. He hits her, and she hits back; they fight. Behind him, the twin is obviously having a ball; he announces that things are about to get even better, and on cue, the ground erupts with arising vampires. Buffy fights them as Spike falls back. "You know what I want you to do", the twin tells him. "Take her, taste her, make her weak".

As the vampires hold Buffy still, Spike, still in vamp face, walks over to her and leans his face to her neck, smelling her, tasting her. Suddenly, he has more flashbacks, of all the people he killed. He jerks back, terrified; it gives Buffy the opening she needs to throw off the vampires and dust them one by one with a wooden pole. "Now she's going to kill you", the twin tells Spike, who is cowering in a corner, his hands over his head. "You lose, mate..." Having dusted a last, late-rising vampire, Buffy goes over to Spike, her face grim. He sits up and opens his coat to give her a clean shot. "Do it fast, OK?" he says.

But Buffy just lets the pole drop to the floor. Frustrated, Spike says he needs it, "he" said she'd do it. "Who said?" she asks. "Me...I saw it. I was here the whole time..." he replies. She wants to get him to tell her what happened, why he did it, but he angrily retorts that he doesn't know - he doesn't remember. "There's something here..." Buffy finally realizes.

Once again, Spike pleads with her to kill him. "I can't cry this soul out of me!" he wails. Buffy tells him that something is playing with all of them. Terrified, he asks her why it's doing this to him.

"Can you help me?" he asks, like a frightened little boy. After a hesitation, she promises that she'll help him.

"And you believe him?" Anya asks, as the Scooby Gang surrounds Buffy in the Summers living room. Further away, Spike is sitting alone, wrapped in a blanket, silent. "You didn't see him down there" , Buffy replies. She tells them Spike genuinely didn't seem to understand what was going on. The gang doesn't like the idea of Spike being here, but Buffy tells them that whatever's been after them, it's been closer to Spike, so if they want to understand it, they have to get close to Spike. She thinks that whatever evil is going on, it's getting worse.

In London, Giles bursts into the Watcher's apartment and sees Nora's body. He calls for Robson (the Watcher) and finds him, bloodied and barely breathing. "Gather them", Robson whispers. "It's started". Giles, crouching before him, promises to do so, but a hooded figure swings an axe at his head as he speaks...

Summary by OttsFiveByFive

Special thanks to www.leoffonline.com