At the Factory, the Judge wanders about wrapped in an old blanket and declares that he's ready. Angelus and Dru escort the Judge off to some location of evil-doing, leaving a very resentful Spike behind in his wheelchair.
In Giles's office, Xander and Oz place a heavy wooden box on Giles's desk. As Giles pries open the box with a crowbar, Buffy tells him she plans to check out the Factory first. They eye the contents of the box; Buffy seems to approve. Behind them, Jenny stands in the doorway and offers her help, but both Buffy and Giles tell her to get out and then turn their backs on her. Ouch! Xander offers to show Buffy how to use whatever is in the box.
Buffy, Giles, Xander, and the rest of the gang find the Factory deserted, although Spike is actually there, lurking in the shadows. Buffy muses that the Judge will need to go "somewhere crowded" to start his killing, and Willow suggests the Bronze. But the Bronze is closed, so the gang is stumped until Oz suggests the mall.
Crowd shots of people in line at a movie theater concession stand, then more shots of shoppers going about their mall-y business. The camera pans up a flight of stairs to a set of really fake-looking swinging doors that look unlike any mall entrance I've ever seen. Well, possibly they could be the doors to a parking garage. I guess Angelus brought his evil minions by car in that case, since he, Dru, the Judge, and their cohorts come striding through the doors into the mall. The Judge zaps a random passerby who looks a little like Ben Stein, and Angelus sends his henchvamps to "lock the exits." "It's all yours," Angelus tells the Judge.
An elevator dings open and we see that great shot from the series credits: Buffy marches in front, Giles and Xander follow with the large box on their shoulders, and Willow, Cordy, and Oz trail behind. Buffy instructs the gang to keep out of harm's way and that she plans to "handle the Smurf."
The Judge, who appears to have not raised an eyebrow amongst the blasé Californian shoppers, spreads his arms and send out bolts of yellow soul-sucking energy. The bolts jump from person to person, and soon everyone in the vicinity is trapped in a web of lightning. The Judge curls his lip in a satisfied way, Angelus grins, and Dru jiggles with excitement. Suddenly a crossbow bolt hits the Judge in his chest and causes him to lose his concentration, freeing the bystanders from his evil energy. "Who dares?" shouts the Judge, and the camera pans (lots of panning in this episode) across the mall, up the concession counter, and over the popcorn machine to show Buffy, striking a pose with her crossbow. "No weapon forged can stop me," reiterates the Judge, but Buffy blandly replies, "That was then." She shoulders a rocket launcher and finishes, "This is now." Buffy powers up the weapon, the Scoobies hide behind the snack bar, Angelus and Dru hit the deck, and the Judge just stares at Buffy curiously. "What's that do?" inquires the Judge, but his question is quickly answered when Buffy fires a rocket straight into him. The Judge bursts into tiny pieces, which shower Angelus and Dru where they lie on the floor. Dru whimpers and totters off in her red satin high heels, and it's really very hard to be at all scared of such a squeamish and barely ambulatory vampire. So no part of a explosive rocket or rocket launcher is formed by "heating and hammering"? Well, I'll take the writers' word for it. Buffy instructs the gang to "pick up the pieces and keep them separate" and Cordy grouses, "Pieces? We get the pieces. Our job sucks!" Buffy spots Angelus running for an exit and jumps down to follow him.