Reunited, Willow and Tara lounge in bed, talking about the far-reaching consequences of Anya and Spike's closed-circuit dalliance. When Tara spills that Buffy and Spike have been doing the wild thing for some time, Willow decides to talk to Buffy, but the Slayer’s room is empty. That's because Buffy’s kicking in the door to the Evil Trio's lair. The Nerds are missing, so she checks out some files and books strewn about the room. When she reads a white board bearing the words, "TOO LATE", the walls erupt with giant buzz-saws that Buffy only barely escapes. She grabs what she can of the Trio's papers as she goes. Meanwhile, in a dank cave, the Trio defeats a giant demon. They strip the creature of his skin, and Jonathan must wear the gooey pelt to pass through a barrier that can be penetrated only by demons. While he's gone, the remaining Nerds discuss how they will be rid of him in due time. Jonathan returns with a box containing the Orbs of Nezzla'khan. When Warren holds the Orbs, it's apparent they will help him achieve his goal--invincibility. Buffy tries to talk to Xander, who is still bitter over discovering Buffy and Spike's clandestine relationship. He stalks off, disgusted, leaving Buffy alone in his wreck of an apartment. Later, after she's injured staking a Vamp, Buffy returns home to have a bath and relax. Spike appears, intent on convincing her of his love, but he goes about it in the worst way, losing control and trying to force himself on her. After a frantic struggle, Buffy fights him off, kicking him into the wall. It's over between them, and this time, for good. The Evil Trio enters the bar in which Xander is having a drink and prepares to test the Orbs. Warren makes a pass at an uninterested woman, and is confronted by her boyfriend. Warren beats the tar out of him, as well as two others: the Orbs are definitely working. Having missed the scene, Xander emerges from the bathroom and gets pummeled by Warren. Xander bolts to Buffy's house to finds her crying in the bathroom, bruised from her fight with Spike. He realizes what's happened, but Buffy tells him to leave it alone. Willow and Tara show up with the Trio's decoded files and inform everyone that the Trio has planned a heist in town--tonight. Back in Spike's crypt, the Vamp flashes back to his attack on Buffy, consumed with the idea that the chip in his head is destroying him. With the kindly demon Clem lending a sympathetic ear, Spike remembers how he once was: a Vampire out to kill the Slayer. Later that night, he rides out of town on his motorcycle, hell bent on making a change. The Trio arrives at a park to rip off an armored truck full of money, and, with his Orb-induced strength, Warren tips the truck and rips its door away. But Buffy's there, ready and able to kick some Nerd butt. Warren and Buffy fight, and they appear evenly matched. It's only when Jonathan leaps upon Buffy's back, supposedly fighting her, that Buffy gets the upper hand. Jonathan whispers, "Smash his orbs," and before Warren can deliver a crushing blow, she does just that. Warren's power is gone in a flash, but he has a back-up plan: using a jet-pack strapped to his back, he flies off into the night. The two remaining Evil ones are carted off to the Big House, wondering if Warren will be back to rescue them. The next morning, Buffy and Xander begin a slow mending of their friendship in Buffy's backyard. They embrace, but a gun-wielding Warren bursts into the yard. Buffy knocks Xander to the ground as Warren fires wildly. Buffy is hit in the chest, and Xander frantically tries to stop the blood. A stray bullet also strikes Tara, who falls into Willow's arms. When Willow looks up, her eyes are a familiar, menacing black--but this time, they're flooded with red.