Fleabag motel. Faith is charming the doltish manager into letting her slide on the cost of the room until the next day. Buffy turns up as he leaves, and brings up Kakistos. Faith is alarmed, and gets more so when Buffy tells her he's in town. Faith starts packing. Buffy tries to get her to talk, but she's almost out the door. "You don't know me, you don't know what I've been through! I'll take care of this, all right?" Buffy: "Like you took care of your Watcher?" Ouchamagoucha. Faith stops dead in her tracks. Buffy continues, "He killed her, didn't he?" Faith: "They don't have a word for what he did to her." Yeah, I guess "impaled by cloven hoof" can't really be summed up in one word. There's a knock at the door, and Faith sees through the peephole that it's the hapless manager. Buffy tries to get Faith to stay, but she's having none of it. She opens the door to find that the manager's actually dead and being held by Kakistos, who smiles and growls, "Faith." He's not alone. Oh dear.
Kakistos grabs Faith by the throat, but Buffy knocks his arm away and locks the door. Faith is nine kinds of panicked, but Buffy grabs her and they head out the bathroom window. They run, then hide in an abandoned building. Faith, on the verge of tears, spills the story that she saw Kakistos kill her Watcher, and she tried to stop him, but he was too strong and she ran. Buffy assures her that she did the right thing: "First rule of slaying, don't die." It's too bad she didn't fill her in on the second rule of slaying, to wit: "Don't turn evil and start working with aspiring demons to try to kill your friends." Maybe that's more of an unwritten rule. Oh, and by the way, props to Eliza Dushku for the last part of this episode; it's one of the very few times she got to play Faith as vulnerable, and I think she pretty much knocked it out of the park. Buffy thinks that the two of them can take Kakistos, but Faith resumes her freak-out-fest when she sees the two drained corpses of Pizza Delivery Guy and Drive-Through Window Guy on the floor. They realize that they've been chased to Kakistos's lair, and are quickly set upon by the vamps. Buffy fights a couple of henchvamps, but Faith is frozen by Kakistos's slow approach. Buffy yells, "Faith! Don't die." She throws Faith a crowbar, but Faith is too frightened to fight effectively. Kakistos grabs her, but instead of killing her, he just starts pummeling her. At this point I want Buffy to say, "Your overconfidence is your weakness," so Kakistos could say, "Your friend Faith is yours." Hee. These recaps just write themselves sometimes. Buffy dusts one henchvamp and stuns another, and rushes to Faith's aid. Mr. Trick arrives on the scene, and says to the henchvamp that's just recovered from Buffy's attack, "If we don't do something the Master could get killed." He continues, "Well, our prayers are with him." Marry me, Mr. Trick. I know we can't have kids, but maybe Darla could surrogate for us. The henchvamp is no fool, and she follows Mr. Trick out.