Cut to Rack's lair. A door swings open. We come upon Rack sitting in his inner sanctum, playing with some runes on the couch. He's been expecting her. "Guess the rehab didn't take, huh?" he says, in This Is Not Willow But Rather The Magicks MAKING Her Do It Moment #563,420. Is it just me, or does Rack have a very "it puts the lotion in the basket" style of line delivery? Anyway. Rack gets up and circles around her, saying, "When you first came to me you were just a little slip of a girl." He reaches her hands around her: "But you're now so grown up," and the camera doesn't follow his hands but I swear it looks like he cops a feel. So. Rack wonders if Willow still tastes like strawberries, in reference to the last time she came to visit him. But then he finds out that he has a bit of an allergy to strawberries. They make him all glowy and dead as Willow puts her hand on his chest and sucks his power right out of him. She only wants "to take a little tour," eerily echoing his words to her the last time they met.
Dawn and Clem walk through the portal into Rack's lair. Clem is scared to go inside, the big baby, so Dawn decides to go it alone. Dawn cautiously enters the inner sanctum. She peers around, calling out for Willow, then turns and comes face-to-face with Rack, who is either floating or strung up upside-down, and is either unconscious or dead. Dawn screams and turns to run, but almost bowls into Cruella D'Will. "Hey cutie," Willow smirks.
Cruella D'Will ominiously tells Dawn that "now is not a great time." Dawn is all, "Girl, you look like nine kinds of awful." And she really, really does -- all scary, veiny, and gross. Dawn wants to know if Willow killed Rack. She doesn't really get a straight answer, but decides that she knows enough to want to get out of there. She bolts for the door, but by the time she reaches it, Willow is already there waiting for her. Dawn tries to reason with Willow, but Willow's not having it. "I miss Tara too," blurts out Dawn. "But this? What you're doing here? This is not the way to go." She seems to get through to Willow for a moment, but Willow quickly recovers, asking Dawn if she cried. She says that she understands the crying; Dawn is human, after all. "But you weren't always." Cruella D'Will starts advancing on Dawn, backing her up against the wall. "Maybe that's why you're crying all the time, Dawnie," she sneers. "Because you don't belong here." Willow offers to send her back to her salad days as a green glob of goo. Do it! DO IT! And then comes one of the very best moments of the episode -- in fact, one of the only moments that Willow was convincingly evil, and not just kinda snotty yet completely boring. "You'll be happier. I'll be happier. We'll all be a lot happier without listening to the constant whining. Mo-om! Buffy! Tara! Wa-ah! It's time you go back to being a little energy ball. No more tears, Dawnie." Shiny McWhiny writhes at the painful threat of having to use such a substandard shampoo. "Luckily," Buffy appears just in the nick of time.