Andrew struts through town in a long black leather duster, doing his darndest to look tough. Warren needs him to kill again, since the Seal of Danzalthar needs more blood than the dead Jonathan had to offer. Warren morphs into Jonathan and tells Andrew that being dead is pretty cool. But he needs Andrew to make another kill, and soon.

Buffy's got Spike tied up in her room (to a chair, alas), and he's hungry. Buffy sends Willow out for some animal blood to tide him over and dials up the Watcher's Council looking for Giles. They are uncooperative, but with good reason: they have no idea where Giles is either, and they are desperate to locate him.

Andrew tries to complete his killing task with a teeny, tiny pig. Even the pig is too wily for him, though, and escapes, so Andrew heads to the butcher shop for some blood: a serious tactical error. As he's leaving, Willow bumps into him and chases him down an alley. Despite his false bravado (and leather jacket), he's no match for an angry Willow. She drags him home with her and demands to know why he needs the blood.

Buffy feeds Spike some of the animal blood to slake his thirst. The Vamp confesses he can't remember killing, but he knows he's been blacking out. He explains the mechanics of how he got his soul back to be with Buffy again, but finally realizes that when they were together last year, Buffy was only using him. "You hated yourself and took it out on me," he laments.

Anya and Xander convincingly play Good Cop/Bad Cop on Andrew. Anya hauls off and backhands the pipsqueak (she's really into her role), and after a bit more pushing, he breaks. In the other room, however, Spike is alone, and the morphing First Spike appears and hums a little tune. Upon returning to Spike, Buffy can sense something off, but is still taken by surprise when the Vamp breaks free of his bonds and smashes through the wall to get to Andrew. He manages to take a bite of the guy before Buffy knocks him unconscious.

The gang regroups downstairs, and oddly, Xander is the one who figures out what may be going on with Spike. He links him with sleeper agents that are triggered by a certain word or event, transforming them into something completely different from their normal personalities. The tune the First is humming triggers the change in Spike.

Spike ends up chained in the basement, and Buff goes to him to explain their theory. He doesn't care, and tries to scare her into killing him. It doesn't work; Buffy honestly believes he can find redemption, and she won't let him throw that chance away. Just then, black-robed guys storm the house, breaking windows and coming through walls. It's an ambush.

Meanwhile, in an empty field Principal Wood is digging a grave. As he was leaving work that night, something drew him to the basement of the school. He found Jonathan's body, and brought him to the field. Whoa.

The Scoobies are nearly overpowered by the bad guys, also called the Bringers. Buffy and Dawn find some measure of success, and eventually they are able to fight off the baddies. Their eyes are finally visible, eerily replaced with symbols. Buffy suddenly recalls seeing the men before, the Christmas it snowed in Sunnydale, years ago. She knows now: it's the First that's coming. Suddenly she remembers Spike. She races to the basement, but he's gone. He's the one they wanted all along.

In London, the Watchers' Council makes plans to mobilize against the coming demon. They've been hit from all sides, but decide to head for the Hellmouth. Sounds like a good idea, but there's one problem: the building explodes in a ball of flame. No more Watchers' Council.

The Bringers have Spike at the Hellmouth, and they nail him to a huge carved symbol as he screams. They carve figures into his skin as the First morphs into Buffy, and she taunts him mercilessly. Finally, they hang him over the Seal of Danzalthar and watch his blood fall upon it. The Seal illuminates, then finally breaks open, delivering a huge, freaky-looking and very gross, uh, thing. It's a Vampirish, demony something-or-other, and it definitely looks pissed.