Written by David Fury; directed by James A. Contner

Faith sits at the Mayor’s desk with her eyes closed and a present sitting in front of her. The Mayor tells her to open her eyes and she’s excited to see a gift there for her. He tells her that he doesn’t need a reason to give her a present, but that he does have an errand for her to run. He offers her a cookie and then tells her that he’s expecting a package from Central America the next night; it contains something that he needs for his Ascension. “Without it,” he begins, “well! What would Toll House cookies be without the chocolate chips?” Faith opens her gift to reveal a knife, which she’s thrilled about. The Mayor tells her to take care of it and not kill anyone with it until he tells her to. In a cemetery, Buffy and Angel fight vamps together and she laments the fact that slaying is her life. She complains that he never takes her anywhere new and he reminds her of a nest they went to recently. She worries that all they’ll do with the rest of their lives is slay. The next day, Joyce is thrilled to learn that Buffy was accepted to Northwestern University. Buffy herself isn’t quite as thrilled, since Illinois isn’t all that close to Sunnydale. Joyce expresses her pride anyway and calls a family member in Illinois to brag. At school, Snyder catches a student giving another a paper bag and suspects that drugs are being dealt. He tries to save face when he discovers that the only thing in the bag is food.

Nearby, the Scoobies discuss Buffy’s mother’s reaction to her college news and decide that she’s in a “continent” of denial about Buffy being able to go away to college. She doesn’t think she can leave now that Faith’s gone to “the dark side,” and optimistically says that she at least got into UC Sunnydale. She tells Willow that she can’t believe she got into Oxford (where, according to Oz, “there’s so deep academia”) and notes, “That’s where they make Gileses.” Willow isn’t sure she wants to go to school overseas and Xander, reading On the Road, muses that “everything in life is foreign territory.” Willow is appreciative of his decision to forego college and wander around instead, which he thinks will help him find himself. Cordelia passes by and mocks him, making him retort that Willow got into “Oxnard,” as well as a number of other prestigious schools. Cordelia isn’t impressed, criticizing Oxford, MIT, and Yale. (She says it’s a “dumping ground for those who didn’t get into Harvard,” though Willow also got into there.) Xander asks what school Cordelia’s going to, wanting to make sure he can stay away from her, but she refuses to tell him. Buffy tries to break up the fight but Cordelia slams her with the fact that she doesn’t have a future. Willow advises Buffy not to listen to Cordelia, but it’s too late. Buffy heads to the library and informs Wesley that she wants to leave Sunnydale. She tells Giles that she got into Northwestern, which makes him proud and supportive of her decision. Buffy suggests that, after she stops the Ascension and Faith, she go off to Illinois and return to Sunnydale on school breaks while Giles and Wesley battle evil for her. She announces that instead of waiting for “Mayor McSleaze” to make a move, she wants to go after him. Wesley, of course, refuses, but Giles is in favor of this idea and encourages Buffy to find out what the Mayor and Faith are up to.

That night, a small plane arrives at the airport and a man gets off with a box handcuffed to his arm. A vampire with a briefcase waits for him next to a limo and tells the guy with the box that he’ll take him to “him.” The guy with the box announces that he’s raising his price, but before he can complain some more Faith shoots him with an arrow. She and the vampire can’t find the keys to the guy’s handcuffs, so she decides to use her new knife to cut off the guy’s hand. Buffy watches as Faith heads back to City Hall and takes the box to the Mayor. He’s proud of her success and the initiative she took in killing the box guy. He tells her that if Buffy were to offer to join their team, he would send her on her way because he already has a Slayer. Faith is still hurt about the trick Angel and Buffy pulled on her (see “Enemies”) and the Mayor lets her know that she can do better than Angel. She plays with the clasp on the box and the Mayor warns her not to. The limo that took Faith to City Hall pulls into a parking lot and Buffy suddenly appears, breaking a window and pulling the driver out. “So, what’s in the box?” she asks brightly. Back at the library, she tells Xander and Wesley that the box is called the Box of Gavrock and contains some sort of demonic energy that the Mayor has to ingest before the Ascension. Giles and Willow enter with “maps and stuff” so that they can get access to City Hall. Buffy announces that the box is in the conference room and that she thinks she can get to it through a skylight. Wesley tries to take charge as the Scoobies plan to destroy the box using a spell called the Breath of Atropyx. Wesley finally stops everyone and tells them that they need to strategize before they all just head off. Buffy tells him to “hop on the train or get off the tracks.” He points out that the Mayor might be protecting the box with magic, and Buffy and Willow agree that she can figure out how to get past whatever he’s done. Wesley’s left behind as the other Scoobies go off to do their jobs.

Xander goes downtown to get ingredients for the destruction spell and passes a dress shop where Cordelia’s studying a dress. He goes in and tells her that he doesn’t think she actually got into any schools, which is why she won’t tell him about them. She calls his bluff and reveals that she was accepted to USC, Duke, Colorado State and Columbia. He taunts that her father must have paid the admissions departments to let her in and she tells him to go away. He does, but not before saying that he’s off to save some lives while she does some “important accessorizing.” That night, Wesley drives a van up to City Hall and lets Buffy, Willow, and Angel out. Giles reminds them that he and Wesley will create a diversion if something goes wrong. Wesley tries to get the Scoobies to synchronize their watches and is disappointed to see that none of them has one. “Maybe we could just count. One one thousand, two one thousand…,” Willow suggests. Giles offers Wesley some tea as the Scoobies begin to climb up to the roof of City Hall. In the library, Xander and Oz begin the destruction spell with the help of a diagram that Willow drew for them. (They can tell the stick figure drawings of themselves apart because Oz’s is holding a guitar.) The other Scoobies make it to the roof and Willow does a quick spell, removing the supernatural protection around the Box of Gavrock. She heads back down as Buffy gets suited up with a harness. Angel lowers her down into the conference room, but the second she grabs the box, an alarm sounds. Angel is unable to bring Buffy back up, and when a couple of vampires enter, she and Angel have to fight them. They eventually get away with the box and run out of the building. Wesley and Giles drive off and the vampires run after them, thinking Buffy and Angel are with them. The Mayor looks around the conference room later, disappointed that the box is gone and that the room has been trashed. Faith arrives and announces that they took something from the Scoobies in exchange - Willow.

The Scoobies (minus Willow) gather back in the library and Buffy tries to find out what happened. Angel suggests that the vampires grabbed Willow when she got down from the roof. Buffy promises Oz that she won’t let anything happen to Willow. Xander says that they should launch an attack on City Hall but Giles thinks that the Mayor will just kill Willow. Buffy announces that they should trade the box for Willow, an idea which Wesley isn’t supportive of. He reminds her that the box needs to be destroyed, which makes the others turn against him. He states that they’ll have to find another way to help Willow, but Buffy argues, “There is no other way.” She says that she can’t focus on stopping the Ascension while Willow’s in danger and Wesley is shocked that she’s willing to sacrifice everyone else’s lives to save one person. He says that they have the ability to destroy the box and can end the debate once and for all. Suddenly, Oz grabs the urn he and Xander were using for the destruction spell and throws it across the room, smashing it. Buffy tells Giles to call the Mayor and set up a meeting. At City Hall, Willow looks through the storage room where she’s been held and is caught by a vampire. He pushes her up against a wall and threatens to bite her as she tries to fight him off. She manages to float a pencil (see “Doppelgangland”) and stake him through his back. She sneaks out and heads down the hall, overhearing the Mayor and Faith talking about killing Buffy. Willow sneaks into the Mayor’s office, finds the books of Ascension (again, see “Enemies”), and starts reading.

Faith catches Willow in the Mayor’s office and mocks her for not trying to get out of the building. Willow tries to stall her by announcing that she wants to talk, but Faith isn’t willing to listen to Willow’s words of wisdom. Willow instead tells her that it’s too late for her to redeem herself - she could have been one of the Scoobies, but she made her choice to work the other side and she can’t go back. “Now you have no one,” she says. “You were a Slayer and now you’re nothing. You're just a big selfish, worthless waste.” Faith punches her, wanting retaliation for Willow’s attempts to hurt her. “Aw, here I just thought you didn’t have a comeback,” Willow taunts. Faith draws her knife, but before she can use it, the Mayor arrives. “I got someone,” Faith tells Willow. “I got him.” The Mayor informs them that Giles has called. In the school cafeteria, the Scoobies prepare for the meeting with the Mayor by locking all of the doors except one, so that there’s only one entrance and one exit. Buffy states that she wants to see the Mayor and whoever’s with him coming, something which won’t be easy since the lights promptly go out. Two vampires enter, followed by Faith, Willow, and the Mayor, who’s excited about the secret get-together. He compliments Angel (sort of) on his choice in women and tells the couple that he wishes them the best, though he doesn’t think that things will work out for them. He tells them a story about marrying his wife in 1903 and staying with her as she grew old, though he never aged. He reminds them that they can’t have intimate relations or go out in the sunlight, which will make it hard for Buffy to have a normal life. “Is that what you came back from Hell for?” the Mayor asks Angel. “Is that your greater purpose?” He finally allows the trade to take place. “Well, that went smooth,” he comments.

Suddenly, Snyder enters the cafeteria with two police officers and makes everyone freeze. He gets one of the officers to look inside the Box of Gavrock, suspecting that it contains drugs. Faith pulls out her knife, preparing to kill Snyder, and Buffy quickly stops her. The Mayor steps forward, revealing his presence, and Snyder tries to backtrack. One of the cops opens the box, despite the Mayor’s warnings, and a spider jumps out and attaches itself to his face. After a little while, the cop falls still and the spider crawls away, making the Scoobies a little jumpy. Snyder tells the other cop to open the door but Giles warns that they can’t let the spider get out. Everyone quiets down to listen for the spider, which falls onto the Mayor’s face. Faith pulls the spider off and throws it at a wall, where it gets up and heads off again. Giles and Wesley get up on chairs as another spider crawls out of the box. The wounds the spider left on the Mayor’s face instantly heal and he warns Buffy that she might want to close the box, which she quickly does. A spider drops down on her back (if you watch carefully, you can see Nicholas Brendan cracking up in the background) and she kills it. The other spider crawls up a wall and Faith spots it behind Wesley. He freaks out and ducks as she throws her knife, killing the spider and pinning it to the wall. The Mayor announces that the box contains fifty billion spiders and says, “Raise your hand if you’re invulnerable.” He ushers Faith out, making her leave before she can get her knife back. They walk out past Snyder, who’s holding a chair in front of him like a shield. “Why couldn’t you be dealing drugs like normal people?” Snyder asks as he nervously leaves.

In the library, Willow shares her tales of triumph, as well as some pages she snagged from the Books of Ascension for Giles. Wesley still isn’t satisfied with the way things turned out, since the Mayor now has the Box of Gavrock back in his possession. “As of now, we are right back where we started,” he states. The next day at school, Willow finds Buffy outside and Buffy tells her that she’s not going to be leaving Sunnydale any time soon. Willow sympathizes, saying that it’s different for her since she has the option of going to school pretty much anywhere she wants. However, she’s decided to stay in town and join Buffy at UC Sunnydale. Buffy is excited at first, then says that she can’t make Willow limit herself. Willow replies that she’s making the decision for herself and that, after her recent experiences, wants to spend her time fighting evil and learning witchcraft. They head off for coffee, marveling at the idea that things you think are one way can turn out to be very different. Case in point: Cordelia’s back at the dress shop where she traded quips with Xander, but she’s not shopping - she’s working there. In a cemetery that night, Buffy tells Angel that she’s excited about going to the same college as Willow. She tries to convince herself that the Mayor didn’t know what he was talking about when he told them that their relationship wouldn’t work out, and Angel points out that the guy is evil. “Probably the only lasting relationship he’s ever had is with…evil,” Buffy says. She states that they’ll be okay, but doesn’t look so sure.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Actions speak louder than words, especially if you’re Oz.

GRADE: A- Mostly great because of Willow and Oz’s reactions to Willow’s situation.

MEMORABLE QUOTES - “Well, there’s something you don’t see every day. Unless, of course, you’re me.” - Buffy

Buffy: “Do you get the feeling that we're kind of in a rut?”
Angel: “A rut?”
Buffy: “You never take me any place new.”
Angel: “What about that fire demon nest in the cave by the beach? I felt that was a nice change of pace.”
Buffy: “So this is our future? This is how we're going to spend our nights when I'm fifty and you're ... the same age you are now?”

Snyder: “Okay, what’s in the bag?”
Student: “My lunch.”
Snyder: “Is that the new drug lingo?”
Student: “No, it’s my lunch.”
Snyder: “Sit up straight.”

Xander: “The open road is my school.”
Buffy: “Making the open dumpster your cafeteria?”
Xander: “Go ahead, mock me.”
Oz: “I think she just did.”
Xander: “We Bohemian anti-establishment types have always been persecuted.”
Oz: “Well, sure. You’re all so weird.”

Xander: “She’s definitely got a chip going.”
Willow: “Maybe if you didn’t goad her so much?”
Xander: “I can’t help it. It’s my nature.”
Willow: “Maybe you need a better nature.”

Wesley: “I don’t understand.”
Buffy: “Well, I don’t think I can talk any slower, Wes.”

“You can’t just define me by my Slayer-ness. That’s…something-ism.” - Buffy

Wesley: (crosses his wrists over his heart) “By the power invested in me by the Council, I forbid it.”
Giles: “Ah, yes, that should settle it.”

Giles: “What’s your plan?”
Buffy: “I gotta have a plan? Really? I can’t just be proactive with pep?”
Giles: “No. You want to take the fight to them? I suggest the first step would be to find out exactly what they’re up to.”
Buffy: “Oh. I actually knew that. I thought you meant a more specific plan, you know, like with maps and stuff.”

Vampire: “You killed him.”
Faith: “What are you, the narrator?”

Willow: “Hey, I eat danger for breakfast.”
Xander: “But oddly enough, she panics in the face of breakfast foods.”

“I need a volunteer to hit Wesley.” - Xander

“Oh, uh, I’m looking for a sucking candy, cause my mouth gets dry when I’m nervous, or held prisoner against my will. And suddenly I’m thinking ‘sucking’ isn’t a good word to use around vampires.” - Willow

Buffy: “There are better schools.”
Willow: “Sunnydale’s not bad. A-And I can design my own curriculum.”
Buffy: “Okay, well, there are safer schools. There are safer prisons.”

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