Buffy is enjoying herself as she knocks a vampire, dressed like a reject from a '70s heavy metal rock band, all around a cemetery. Her fun is short-lived, however, as she attempts to stake the vamp only to have the creature suddenly twist her arm until the stake is plunged deep into her own stomach. Shocked and seriously wounded she manages to knock the vamp away and draw the stake from her abdomen with a wet sucking sound. Then, she begins to run. The vampire heads her off and prepares to finish her with her own stake, when Riley attacks the monster and drives him off. He reaches Buffy just as she passes out into his arms. They are in her room with the morning sun shining in when Riley finishes a battle dressing over her wound and she expresses confidence in her body's supernatural ability to heal. She is less confidant when she has to admit to him that one normal vampire very nearly finished her career as the Slayer. Dawn barges into the room in advance of Buffy's mother. Riley tries to distract Joyce from noticing the medical supplies as he asks her about her recent illness. When pressed, Dawn covers by saying that she is using the alcohol and swabs to remove a nail polish experiment. After Joyce leaves, Buffy is forced to thank Dawn and take her into her confidence about her injury. Riley volunteers to patrol for Buffy tonight and she makes him promise to take the "Scooby Gang" with him. Despite Dawn's eagerness, Buffy insists Dawn will never patrol. Riley skulks around the graveyard as Willow, Xander and Anya follow. Riley uses military hand signals to communicate with his followers. They stand in the middle of a clearing, noisily eating potato chips and wondering why he is waving his arms around. At Willow's urging, Xander shouts across the grounds, asking Riley the meaning of his gesturing. Riley snaps at him and they are forced to promise to act sneakier and get rid of their chips. Buffy and Giles are at the magic shop researching how Slayers die. Buffy is upset that none of the legends give specifics of the Slayers' last battle. Giles tries to reassure her but Buffy is struggling with the fact that despite her increased training regimen, she was almost killed by a nominal threat. Her study of Slayer lore seems to hold no clues to avoiding the fatal mistakes of previous warriors. Buffy lashes out at the Watchers for being too dainty to record messy details about the Slayers' death, but Giles quietly suggests that the Watchers would be too grief-stricken to continue their chronicle. There's a brief look between the two that reminds them both that despite his reserved nature; Giles is deeply devoted to her. The problem as Giles sees it, is that no one survives to tell the tale. Then a thought occurs to Buffy. Spike is surprised when Buffy shows up at his crypt and begins to strong-arm him in a gentle way. He is more surprised when she tells him that she wants to hear the stories of the Slayers that he has slain. Buffy is buying Spike beers at the Bronze and offering hard cash if he tells her how he killed two Slayers. He scoffs at the idea that she should be concentrating on the moves in the last battle. He holds out for an order of Buffalo wings before divulging more. He notices her soreness and teases her about getting hurt. She insists that she is fine, but he insists that she wouldn't be here with him if she really were fine. He reminds her that he has always been a bad boy. London, 1880: William sits in the middle of a cocktail party, struggling with a rhyme. He occasionally brushes his long curly blonde hair from his schoolboy glasses. He is desperate to find the words as he admires a society girl, Cecily, from across the room. He rises to join her and a group of party-goers discussing the recent disappearances in the city. William tells them that his thoughts are of beauty and not darkness. An obvious bully snatches William's papers from him and begins to read his poetry to everyone. The rhyme is, of course, awful and worse, gushing with love for Cecily, although not by name. She rushes away and he follows. The crowd has a good laugh and mentions that his nickname is "William the Bloody" because of bloody awful poetry. And another prefers a railroad spike in the head to William's work. William tries to talk to Cecily, but she is quickly horrified to find herself the object of his affection. He begs for a chance to court her, but she coldly dismisses him as beneath her. As she turns her back on him William sniffles back his tears. Walking down the cobblestone streets, ripping at his pages of poetry, William literally bumps into three strangers, a man and two ladies. He snaps at them, but they seem to ignore him. Sitting on a bale of hay in a stable William continues to tear his writings into smaller and smaller pieces. A dark woman appears and poetically asks William why he is so troubled - it's Drusilla! He tries to shoo her off, but she persists, first complimenting his vision then describing her mad visions concerning him. He is wary as she approaches. She is obviously taken with him, especially his imagination. He begins to fall under her erotic spell. He barely moves when she changes into her vampire form and bites deep into his neck. After a few screams, he almost seems to find pleasure in her bite. Sunnydale, Now: When, Riley spots the vampire that stabbed Buffy, the gang follows him to a crypt where a gang of vampires are drinking and laughing over Buffy's wounding. Riley suggests that they delay going inside until the daytime, when the vamps will be asleep. Spike is knocking pool balls around as he tries to explain to Buffy what it is like to become a vampire. He tells her that you feel stronger and evidently more arrogant. Yorkshire, 1880: Angel has his hand wrapped around Spike's throat and wonders why he doesn't just kill him, but lets him go. Angel and Darla are upset with Spike because he draws too much attention to them and eventually forces them to hide and/or flee. Angel argues for subtlety and even artistry in their attacks. Spike is unrepentant. His style is up-front and full of attitude. As Drusilla and Darla watch, Angel quickly overpowers Spike and holds a stake to his chest. Spike is still cocky and Angel lets him up, warning of the dangers of getting cornered by a mob or having to face a Slayer. Spike asks what a Slayer is. Sunnydale, Now: Spike admits to being young and full of zest when he became obsessed with Slayers. When Buffy asks how he killed his first Slayer, Spike makes a quick move and manages to grip Buffy's arm and throat. He reminds her that she must keep her weapons close, because vampires already come fully equipped with theirs. He releases her and tells her that vampires really have nothing to fear... except the Slayer. China, 1900: Spike, in vampire face, battles a young Chinese woman who has a slashing sword and martial arts moves. Outside, the Boxer Rebellion has the town's population fleeing amid flames and ruins. The Slayer manages to slash Spike above the left eye, creating his familiar scar, before he disarms her. The Slayer is quick, nimble and inventive with her fighting moves, while Spike relies mostly on sheer power and ignoring the Slayer's punches. She pins him and almost stakes him, but an explosion from outside knocks her aside. Spike manages to disarm her again and as she reaches for her stake he gains the advantage and drives his teeth into her throat. With her dying breath she asks for her mother's forgiveness, but Spike doesn't understand her. He tosses the body aside and exalts in the thrill of killing a Slayer. Drusilla finds Spike, evidently aroused by drinking the Slayer, and, as a part of their foreplay, she sucks the blood from one of his fingers. Afterward, they meet Angel and Darla. Angel doesn't seem happy to hear of Spike's accomplishment, but Spike offers to let Angel kill the next Slayer. The mad Drusilla seems to pick up a particular scent of fear, but Angel urges them to leave the town to the war. As the townspeople panic around them, two English couples stride confidently through town, with Spike practically walking on air. Sunnydale, Now: Buffy is disgusted as Spike still relishes his ancient kill and calls it the best night of his long life. He challenges her to deny that she gets excited from killing vampires. He also reminds her that the odds are against her; that no matter how many bad guys she kills it only takes one of them getting lucky to finish her. She is still confident that she can handle almost anything, but he suddenly punches her stab wound. He suffers a sharp pain from the government chip that the Initiative put in his head, but her pain and surprise succeed in making his point. The crowd comes to a halt and choking back the pain, Buffy challenges him to continue with the lesson. He grabs a pool stick and tells her to follow him outside. At the vampire gang's mausoleum, the vamp is still telling his friends about his victory over Buffy, when Riley walks in alone. In a few seconds, Riley manages to stake the vamp that injured Buffy and before the other vampires can react, he drops a hand grenade and runs. Before the vamps can follow, an explosion rips through the crypt. In the alley behind the Bronze, Buffy and Spike begin to fight. She quickly pins him against a fence and he reminds her that she's there to hear his stories. She wants to hear how he killed his second Slayer. Before he tells her, he swings several times at her head, but she is able to rapidly duck each punch. He tells her that since he knew that doing that would not hurt her, the chip in his head did not react. To show the difference, he changes into his vampire visage and moves to attack her. Before he can even take a step, the chip cripples him with pain. Buffy presses her attack and threatens him with a stake to get the story from him. He agrees to tell her how he killed his second Slayer and shows her how it began by throwing Buffy over his head. New York City, 1977: A punked-up Spike battles a young black woman, in a short Afro and a long black raincoat. They are the only passengers in a speeding subway car. As we watch the furious battle, Spike frequently interrupts to make a point with Buffy. He thinks that this Slayer had some of Buffy's fighting style. As Spike and the Slayer on the subway car punch and kick each other, Spike and the Slayer in the alley spar in a re-enactment of the old battle. Spike compliments the 70's Slayer skill and beauty. He also thinks that he could have battled or, danced as he calls it, all night long with her. He reminds Buffy that for her the dance never stops, her life is on the line every day. He also tells her that part of her actually desires the terror. The 70's Slayer pounces on Spike as he lies on the floor. She delivers several blows, but when the train car passes through a dark span, it is Spike on top when the lights return. The 70's Spike seems to pause to tell Buffy that death is her craft, she trades in it everyday. He also thinks that part of her wonders about the peace that death must offer. As he raises up the black Slayer's head so he can break her neck, he tells Buffy that all the techniques and strategies cannot save her, because eventually all Slayers give up the will to live, to continue the fight. As he strips the dead woman of her long black coat, he tells Buffy that the only reason she has survived so long is because her family and friends give her an anchor and a reason to go on. But eventually, she'll succumb to the desire for death. Sunnydale, Now: Spike continues his dark teasing of Buffy by telling her that if she decides that she can't go on, even for an instant, Spike will be there to do the job. He wonders if Buffy will find dying as enjoyable as the last Slayer he killed. She threatens Spike to get him to leave, but he dares her to try. As he taunts her, she becomes more silently furious. His look softens and he moves as if to kiss her and she seems more scared of that prospect. He covers by grabbing her and pulling her close with a threatening look. He invites her to dance. She shoves him down and tells him that even if she were ready to give into death, he would never be the one she would turn to. She throws the money that she offered him over him and the ground with a dismissive gesture. And for the second time, William hears the woman he wants, tell him that he is beneath her. As Buffy walks away, Spike once again stifles his tears and his look turns to hatred. Back at his crypt, Harmony tries to make sense of what Spike is upset about, as he retrieves a double-barreled sawed-off shotgun. Harmony is worried that Spike will lose if he goes against the Slayer. She reminds him that the chip won't even let him aim the gun at a human being; he'll be helpless. He assures her that he is willing to withstand any amount of pain, to kill Buffy. As he leaves, Harmony reminds him that he couldn't kill Buffy when he didn't have a chip, what are his chances now? South America, 1998: Drusilla is bugging Spike about not killing Buffy. Spike protests that he made a deal with the Slayer to save Drusilla and Buffy is too far away now to affect their relationship. Spike accuses her of consorting with disgusting demons to punish him. Standing with them is a Chaos Demon in a white suit with huge antlers on his head that drip slime all over him. He apologizes for being the third wheel in their relationship and makes a retreat. Mad Drusilla tells Spike that he no longer interests her, since she sees Buffy's image impressed all over Spike and he won't just kill Buffy for her. Sunnydale, Now: At home, Buffy finds her mother packing and Joyce tells her that because of her illness she has to go into the hospital for a CAT scan. She also admits for the first time that she may have a serious health problem. Buffy goes onto the back porch and sits on the steps quietly crying. Spike approaches her brandishing the shotgun, with anger on his face. He cocks the weapon, but when Buffy looks up and he sees that she has been crying, his face again softens and he asks what is wrong. She doesn't want to talk about it. He lowers his gun and offers his help. Buffy is too depressed to answer. So Spike sits next to her on the steps and softly pats her on the back. And then the two enemies sit together in thoughtful silence.