Willow stands in front of D'Hoffryn in a dark place. He explains that Willow has strong magic, but it was her pain that called him. Willow is frightened and tries to leave, but D'Hoffryn says he doesn't plan to quash her potential.
The odd quartet walks across campus. Anya talks about how she had been dumped and was practicing revenge spells when D'Hoffryn came to her and elevated her into a demon. Buffy is concerned about Willow. The group reaches a crypt, where Anya will attempt to contact D'Hoffryn, but Buffy is distracted by the photogenic qualities of the setting. Can you even take photos of a vampire? A horned demon approaches them and Buffy says she'll fight him, but they have to avoid disturbing the foliage. Buffy and Horny fight; she beats him, but many more demons come running at them. They run into the crypt and close the door. Anya inscribes a symbol on the floor and begins chanting a spell.
D'Hoffryn explains to Willow that the "the pain and suffering you brought upon those you love has been inspired. You are ready to join us here in Arashmahaar." "Pain? What pain?" an agitated Willow exclaims, and we cut to Buffy, Xander, and Spike attempting to hold off bunches of attacking demons. Anya continues her spell, but can't recall all the words and has to start over. Spike tells Buffy he can't fight the demons, and if they enter the crypt, he can't protect her. So -- let me get this straight. These demons somehow qualify as living creatures? Can Spike fight other vampires, since they're essentially dead? Oh well, no use trying to figure it all out. Buffy gets her back up at Spike's suggestion that she needs protection and he says, "Oh, not with the girl power bit!" Hee. Horny and his demon companions break in and Buffy, Xander, Spike, and Anya all fight them off as best they can.
D'Hoffryn shows Willow a vision of Buffy and companions fighting the demons and tells her it is the result of her power. Willow is distressed that her spell has gone so wrong. She asks D'Hoffryn to help her friends, but he won't, and Willow tells him she doesn't want to be a demon, she just wants to assist her friends. "That is your answer?" demands D'Hoffryn as dramatic music plays. "I'm sorry to hear that," he continues in a threatening tone, but then resignedly says, "Oh, well," and gives Willow his talisman in case she changes her mind. He waves his hand and Willow disappears. In the crypt, Spike has been knocked down and Buffy runs over to him, concerned. She lies on top of him and well, if you've read this far I'm sure you can guess what they do next. Willow appears in the crypt and does a spell to reverse her original one. The demon Xander and Anya are grappling with vanishes. Buffy and Spike stare horrified at each other. They both make grossed-out noises and Buffy, wiping her mouth, yells, "Spike lips! Lips of Spike!" She notices Willow, who sheepishly greets them.