Tara & Dawn wake up at the Summers home but find that neither Buffy or Willow have returned home. Buffy wakes up with Spike, naked, with the building around all around them as she remembers the night before. She leaves and threatens to kill him if the tells anyone about what happened between them.

Amy & Willow return to the Summers house where Amy brags about Willow's magic..in front of Tara. Tara leaves and Buffy comes home. Both Willow and Buffy go to bed.

Later, Amy suggests that her and Willow visit the warlock, Rack, who can give them good spells without recovery time. After having an intense time, Willow goes home and cries into a robe of Tara's.

Dawn and Willow plan on spending time together and to see a movie. However, they end up at Rack's instead where Dawn waits for Willow as she gets her fix. Buffy goes home and sees Amy stealing Willow's magic supplies. Amy tells Buffy where Willow is.

Buffy goes to get help from Spike to find Willow and Dawn. Buffy refuses to admit that she wants Spike and needs him. Willow and Dawn leave Rack's. Dawn is angry with Willow and Willow is carefree and mocks her. A demon confronts them and Willow uses her magic to take over and drive a car but it crashes. Dawn breaks her arm and Willow is knocked out. The demon catches up with them and Dawn tries to fight it off. Buffy and Spike hear Dawn screaming and come to help. The demon ends up exploding by a killing spell by Willow who has woken up.

Willow tearfully says she is sorry but Buffy isn't hearing it and neither is Dawn. Spike takes Dawn to the hospital as Buffy yells at Willow. Later at the house, Buffy talks to Willow about magic and it's consequences. Willow says she is giving up on magic.

This episode originally aired on November 27, 2001.