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As the episode starts off, Angel and Buffy have just seen a movie which was much more sexual than they had expected, and Buffy is worried about Angel getting "worked up." Angel reassures her that he can control himself just fine, and kisses her to prove it. Faith, who is back on active duty, interrupts to bring Buffy on patrol with her. Before long they run into a demon who makes them an offer: for $5,000 he'll give them the Books of Ascension, which he claims the Mayor would not want them to have.
In the Mayor's office, Faith is reporting to the Mayor, who is more concerned with Faith's hair (he wishes she'd pull it back) and stress levels (he thinks she needs to drink milk). He sends her to get the books. Back in the library, Buffy is reporting to Giles, Wesley, Xander, and Willow. All they know is that the ascension is not a good thing; according to one book, it caused a whole city to disappear. Cordelia enters, asking Wesley to help her write an English paper over dinner Friday night. Faith finds the demon in his motel room, kills him brutally, and takes the books. Then she goes to the mansion, claiming to need Angel's friendship because she's scared of her killer's tendencies. He reassures her that it's not too late for her; they hug, and she moves in for a kiss. Angel rebuffs her, because he's with Buffy and loves her. Faith hugs Angel and kisses him on the cheek before leaving, and Buffy arrives just in time to see this closeness; Buffy leaves. Faith reports back to the Mayor that Angel turned her down, so the Mayor decides they'll have to take Angel's soul away in the most painful way imaginable. In the library, Wesley and Giles are researching the ascension when Buffy enters. Wesley wants her and Faith to find the demon and get the books. He is commenting on how hard it will be to find him when Xander enters with the address, which he bribed Willy for. Buffy starts to go, but Faith comes in and insists on accompanying her. Xander notes that there was tension between the two Slayers. Buffy and Faith go to the demon's room (where Faith finds the light switch a bit too easily), but find him dead. Buffy, looking contemplative, notes that it wasn't just a hit; it was somebody's idea of a party. The Mayor is in his office, meeting with a mysterious man or demon in a black shroud. The Mayor needs his services to rob Angel of his soul. Back at school again, Willow is concerned that Buffy seems upset, and Buffy confides that Angel and Faith seemed pretty intimate. Willow notes that Faith "would totally do that," but Angel never would. Willow orders Buffy to go talk to Angel about it. Faith goes to Angel's place to apologize, but suddenly splashes some blood-like substance on him. The shrouded demon appears and starts a spell. Angel is surrounded in blue light, then falls to the floor. When he gets up, he's in vampire face, and kisses Faith passionately. Then he punches her and kicks her, telling her how nice it is to be back. She pins him, and convinces him to play nice, promising to hook him up with the real power in Sunnydale. In the library, the group (even Cordelia) is discussing their plans, but Cordelia can only focus on Wesley's beautiful voice. Willow says that when she finally got into the Mayor's files, he had already emptied them. Oz suggests they research at the Hall of Records, an idea which the Watchers like, but Xander bows out, not wanting to watch Cordelia ogle Wesley. Faith takes Angel to the Mayor's office, where Angel hurls a letter opener at the Mayor's heart. He stops it with his hand, and shows Angel how nicely he heals up (despite his concern for the germs on the opener). They agree that Angel will torture Buffy, and eventually, slowly, kill her. Xander is wandering the streets, talking to himself about Cordelia and Wesley, when he spots Angel and Faith. He approaches them, only to have Angel punch him and keep walking. Angel and Faith go to Buffy's house, where Angel complements Joyce's hair, and they get Buffy. When they get to the mansion, Angel shows Buffy that Angelus is back. Buffy tells Faith they need to go, but Faith says she wants to stay, and Angel knocks Buffy out. Over at the Hall of Records, Oz finds an old picture of the Mayor, and the gang realizes he is over a hundred years old and therefore not human. Xander arrives and tells them that Angel has turned and teamed up with Faith. At the mansion, Buffy is chained up, forced to watch Faith and Angel kiss and plan her torture. Faith reveals to Buffy that she's sick of hearing about how great Buffy is, and accuses Buffy of thinking she's better than Faith. Buffy says, yes, she is, and throws in that Angel would never touch her in the real world, without magic. Buffy tells Faith that she will stop the Mayor's ascension, prompting Faith to spill her guts about the Mayor's plan. Buffy comments that she never knew Faith had so much rage in her, to which Faith replies that she's the world's best actor. "Second best," says Angel; he and Buffy confirm that they know everything Faith knows. Buffy reveals her unchained hands, and as the Scooby gang bursts in (crosses and stakes ready), the Slayers fight until they have knives at each other's throat. Faith tells Buffy she's not ready to be a murderer, kisses her on the forehead, and runs out. At the library, Giles thanks the shrouded sorcerer for coming to him, and he tells Giles that his debt has been paid now (he owed Giles a favor for Giles having introduced him to his wife). Wesley is upset that Giles arranged such a dangerous plan without even telling him. Xander is bitter about the bruise from Angel's punch, and Buffy reassures him (and herself) that it was only an act. Back at Faith's place, the Mayor reassures her that she doesn't need the Scooby Gang he's the only friend she needs. As a cure for her pain, he suggests miniature golf, and with his eagerness, manages to make Faith laugh. Buffy goes to the mansion, and tells Angel that even though he was only doing what she asked, the situation was hard on her and she needs a break from him. A sad-faced Angel asks if she's still his girl, to which she replies, "Always," and walks out.
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