Borba gloats about his new state while Xander, Willow and Owen frantically remove the barricade from the door. For some reason Ugly Andrew chants, "Pork and beans. Pork and beans," as he follows after them. I have to admit that the first time I saw this episode that phase entered my pop-culture lexicon for quite a while. Thankfully it's now safe to hang out with me. The Scoobs and Owen run into Buffy in the hall and point her back towards Ugly Andrew, who is stomping down the hall singing. Willow, Xander, and Owen try to leave the funeral home but are met at the door by vampires.

Buffy finds Giles still in the embalming room and gets some anti-vamp supplies from him. She tells him to get outside and find the others, but as she turns to leave, Ugly Andrew comes through the doorway and tosses her aside. In one of the funeral home's hallways, Owen says he needs to go help Buffy and runs off to find her. Willow and Xander follow. Ugly Andrew approaches Buffy, splayed on the floor, and Giles, who kneels over her with a crucifix. As always on Buffy, the crucifix is not actually very helpful; Ugly Andrew slaps it aside and tosses Giles into some machinery, where his impact manages to turn on the incinerator. Ugly Andrew lifts Buffy up into the air, but drops her on the floor when Owen runs up behind and smacks him with a piece of metal. Buffy lies winded on the floor and Ugly Andrew attacks Owen, who manages to smack him in the head with a metal urn full of ashes. He goes to help Buffy up and calls Ugly Andrew a "sissy" for trying to bite him. Owen's moment of victory is brief though, because Ugly Andrew whacks him from behind and drops him, declaring, "Dead. He was found wanting." This pisses Buffy off, so she deals him a kick to the chest in the best fight move seen thus far on the show. "You killed my date!" shouts Buffy, enraged. Willow and Xander hover in the doorway and notice that Owen is slowly sitting up on the floor but don't tell Buffy, I guess thinking that her anger will help her fight Ugly Andrew. Buffy manages to slide her opponent along a metal table into the incinerator, and Giles pops up to close the door behind him. Buffy rushes to Owen's side and lies that they scared the Ugly Guy away. She helps Owen up and apologizes for the hectic events of their date. Owen, quite wobbly, says he wants to go home, and Willow and Xander offer to escort him. Sensing Buffy's disappointment, Giles tries to talk to her, but she cuts him off.