Written by Doug Petrie; directed by David Grossman

Buffy and Angel have just seen a film called Le Banquet D’Amelia, and aren’t quite sure what to say. Apparently it turned out to be a little different than what they expected. “So, fell like getting some hot chocolate?” Buffy asks. “Or some cold shower?” Angel apologies, stating that he hasn’t been to the movies for awhile: “They’ve changed.” She tells him that she doesn’t like tempting him to get friendly, but he says that just being with her makes him want to get friendly, but that doesn’t mean they will. Faith arrives, commenting on the “lust bunnies,” and pulls Buffy away from her date to patrol. Later, in a cemetery, she tells Buffy that she admires her will-power. Buffy isn’t thrilled to discuss her relationship, but fortunately, they’re interrupted by a demon. Said demon asks if they want to get access to the Books of Ascension, which they’re not familiar with. He tells them that they’re full of info on dark magical stuff and that the Mayor wouldn’t want them to have them. He would like $5,000 for the books, but Buffy and Faith aren’t into making a deal with him. After he runs off, Buffy tells Faith that she’d love to know what the Mayor is up to. Faith pretends to agree. At City Hall, Faith fills the Mayor in on the demon and he non-sequiturs that he wishes she would wear her hair pulled back. Faith worries that the Scoobies will find out what the Mayor’s up to, so the Mayor tries to calm her with a glass of milk. He tells her to kill the demon, get the books, and bring them to him.

In the library, Buffy fills Wesley and the Scoobies in on the demon and the books and they all wonder what the Ascension is. Willow remembers reading about it in a book that Giles considers too advanced for her, and Giles looks it up to find that someone wrote in his diary that the Ascension was approaching. The man wrote, “God help us all” and was never heard from again, along with the town he lived in. Giles suggests that Buffy meet with the demon, even though they don’t have the money to pay for the books. Cordelia enters and asks Wesley what he’s doing on Friday night. She explains that she has an English paper to write, and since he’s English, she thought he might be able to help her. However, she wants to meet in a restaurant, so, as Xander would say, “I see a lotta studying getting done in that scenario.” Buffy tells Wesley that if she wants to find the demon, she could probably use Faith’s help. Faith, however, has already tracked the demon down and is hitting him as a bizarre form of negotiating. Instead of paying him for the books, she stabs him. Faith heads to Angel’s mansion and tells him that she’s in trouble and didn’t know who else to go to for help. She says that she’s scaring herself and is afraid she’ll keep killing, as he warned her she might (see “Bad Girls”). She tells him that she’s worried it’s too late for her and they hug, almost kissing. He reminds her that he’s with Buffy and can’t get involved with her. She agrees that they’ll just be friends, but asks if they might be together if things were different. Angel replies that they’ll never know. Faith kisses his cheek as she leaves, unaware that Buffy has arrived outside in time to see the smooch.

Faith meets with the Mayor in her apartment and tells him that she tried, but Angel is too focused on Buffy to pay her much attention. The Mayor tells her that she couldn’t make Angel happy in order to remove his soul (see “Surprise”), so they’ll have to do it painfully instead. Giles and Wesley unsuccessfully research the Ascension in the library and Giles finally suggests that they ask the Council for help. Wesley lets him know that the Council is unaware that Giles is working “for,” or rather “with,” him. Buffy arrives and Wesley tells her to get Faith and go after the demon. Buffy says that Faith takes too long (“the girl makes Godot look punctual”) and that she’d do better to go by herself. Xander returns from successfully tracking down the demon - he paid Willy to tell him where the guy is. Faith arrives and attaches herself to Buffy, much to the original Slayer’s dismay. Xander picks up on Buffy’s displeasure with Faith and, after they leave, asks, “Is it me, or did it just get really cold in here?” Buffy and Faith head over to the demon’s place, find the demon’s body, and assume that the books are gone. The Mayor meets with a mage in his office, confirming that the mage can do what the Mayor wants him to. Buffy and Willow hang out in the student lounge back at school and Willow notes that something’s wrong. Buffy tells her that she saw Angel and Faith together and Willow tries to convince her that Angel would never do anything shady with Faith. She tells Buffy that she needs to go talk to Angel and find out exactly what was going on. Buffy tries to argue with her but Willow puts her foot down and orders, “Go. I give you leave to go.” Buffy thanks her and heads off. Faith goes over to Angel’s mansion and apologizes for their near kiss. She senses that he doesn’t trust her because he won’t let her touch him, and he tells her that he wants to trust her. “Chump,” she says, tossing blood on his chest. The mage appears and begins chanting as Angel tries to convince Faith that she doesn’t have to do what she’s doing. Light shines out of the mage’s hand and hits Angel’s body, knocking him to the floor as the mage leaves. When Angel gets up, he’s vamped out and Angelus-ized, and he grabs Faith for a passionate kiss.

Angel smacks Faith around a little bit, telling her that he’s glad to be in Sunnydale because of the havoc he can wreak there. She tries to get him to listen to him, but he’s not in the mood to “establish meaningful dialogue” with her. She promises that if he holds off on killing her, she’ll take him to “the real power in this town.” He agrees and they kiss again. Back at the library, the Scoobies reluctantly listen as Wesley tells them that they’re at a disadvantage now that the Mayor has the Books of Ascension. Cordelia’s the only person actually listening, but that’s mostly because she thinks Wesley has a nice voice. Wesley asks where Angel is and Buffy announces that he and Faith are both MIA. Willow tries to convince her that that doesn’t mean anything. Giles suggests once more that Buffy try to get the Books of Ascension, but warns her not to get into a fight with the Mayor. She says that she’ll go home and “slip into something a little more break-and-enterish,” then head over to City Hall. Willow tells the others that she hasn’t made any progress with the Mayor’s files, and Oz suggests that she looks at the Hall of Records for information. Giles tells Wesley to take the others over to start researching (something that Cordelia’s very excited about - well, the being with Wesley part), but Xander decides to head out on his own. Faith takes Angel to the Mayor’s office, where the two have a subtle power struggle. The Mayor tells Angel that he might have a role to play in the future of Sunnydale, then notes that Angel seems to admire his letter opener. “Well, actually,” Angel admits, “I was thinking of stabbing you through the heart with it.” The Mayor encourages him to do so and Angel takes him up on it. The blade goes through the Mayor’s palm, and when he pulls the letter opener out, the wound immediately heals. (Again, see “Bad Girls.”) The Mayor explains that he’s invincible (though he doesn’t much care for germs). He asks about Angel’s intentions and Angel replies that he wants to find Buffy, “torture, maim, and kill her.” The Mayor approves, instructing him to make her death a slow one. The Mayor sends Faith off with Angel and laments, “She’s not a little girl anymore.”

Xander walks through downtown Sunnydale, complaining to himself about Cordelia’s attraction to Wesley, and runs into Angel and Faith. Angel punches him without a word and continues on his way. He and Faith head to Buffy’s house, where Angel is overly polite to Joyce and doesn’t let on that anything has changed. Upstairs, they tell Buffy that they have the Books of Ascension at the mansion and are waiting for her to help take them to Giles in case they get attacked on the way. Once they reach the mansion, Buffy asks after the books and Angel says, “Actually, there’s been a slight change in plan, Buff.” Buffy notes the use of her nickname and quickly realizes that something’s wrong. When she looks at his face again, he’s vamped out. “You know, I never properly thanked you for sending me to Hell,” he tells her. “Yeah, and I’m just wondering, where do I start? Card? Fruit basket? Evisceration?” Buffy tells Faith that they need to get out of there, but Faith says that she’s perfectly fine where she is. Angel knocks Buffy out and says to Faith, “One thing I learned about Buffy, she’s so cute when she’s sleeping.” Willow, Cordelia, Oz, and Wesley continue their fruitless search for information on the Mayor, finally making a breakthrough with a picture of the Mayor from over a century earlier. Wesley states the obvious probability that the Mayor isn’t human. Xander arrives and announces that Angel has turned into Angelus again. He suggests that they find Buffy immediately, mentioning that Faith is Angel’s new sidekick and that the two of them could cause a lot of trouble for her.

Back at the mansion, Buffy is now chained to the wall and Angel is waking her up. Faith tells her that she always wanted a dog when she was growing up - she wanted something to love - and that she never got what she wanted until now. Buffy warns her that after Angel kills her, he’ll kill Faith, too, but she doesn’t seem to care. Buffy asks why Faith is taking part in this and Faith replies that she’ll get all sorts of benefits out of it. She complains that, when she arrived in Sunnydale, she was supposed to be revered as a Slayer, but Buffy always gets the credit. She gets everything, including the family and friends, and Faith gets nothing. She challenges Buffy to say that she’s better, and Buffy obliges, stating that she’s always been better than Faith. She points out that Faith only won Angel over through a spell and that she had to chain Buffy up in order to get the upper hand. “There’s a word for people like you, Faith,” she says. “Loser.” Buffy tells her that she can stop the Mayor’s Ascension but Faith denies that she can. “He built this town for demons to feed on, and come graduation day, he’s getting paid,” she says. Buffy replies that she never realized how angry Faith was. “What can I say?” Faith asks. “I’m the world’s best actor.” “Second best,” Angel speaks up. Faith slowly turns around, realizing that he never actually reverted to being Angelus. Buffy confirms that they now know everything that Faith does, then reveals that she was never chained up. Faith angrily yells that she was played as the Scoobies enter. Buffy and Faith fight, then face off with knives at each other’s throats. “What are you gonna do, B, kill me?” Faith asks. “You become me. You’re not ready for that yet.” She kisses Buffy’s forehead and takes off.

In the library, Giles thanks the mage for putting on a “light show” and helping him out. The mage replies that his debt to Giles is repaid and they say goodbye. Willow asks what debt the mage owed and Giles explains, “I introduced him to his wife.” Wesley makes it known that he objects to what Giles and Buffy did, since they “pitted Slayer against Slayer,” and says that he’s going to rat them out to the Council. Giles surprises him by saying that he thinks he should - Faith is on the loose and the Council needs to know about the dangers she could present. Giles and Willow agree that the bright side is that they have more information about the Ascension, and Willow adds that it’s good that Angel isn’t bad again. Buffy confirms that it was just an act, but she doesn’t seem like she quite believes it. At City Hall, the Mayor tries to comfort Faith by reminding her that she’ll always have him. He adds that, by Ascension time, it won’t matter who she’s not friends with, since they’ll all be gone. Sensing that she’s still upset, he says, “I’ve got two words that are going to make all the pain go away. Miniature golf.” Buffy goes to the mansion, where Angel congratulates her on a job well done. She tells him that she needs a small break from their relationship and he complies. “You still my girl?” he asks as she leaves. “Always,” she assures him.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Don’t tell the good guys your plans.

GRADE: B+ Angelus is never boring. (On Buffy. On Angel, it’s a different story.)

MEMORABLE QUOTES - “Demons after money. Whatever happened to the still beating heart of a virgin? No one has any standards anymore.” - Giles

“And on the day the words ‘flimsy excuse’ were redefined, we stood in awe and watched.” - Xander

Mayor: “So you couldn’t give him that one moment of true happiness.”
Faith: “I was thinking more along the lines of a long weekend, but okay.”

“There’s more than one way to skin a cat. And I happen to know that’s factually true.” - Mayor

Wesley: (re: the Council) “I don’t think they’d be very happy at the idea of the two of us collaborating.”
Giles: “Well, I wasn’t about to burst into glorious song about it myself.”

“Fashion tip, Wes. Mouth looks better closed.” - Buffy

Buffy: “You beat up Willy?”
Xander: “Sure! Well, actually, let's just say I applied some pressure. Or, more accurately, that I asked politely, and then, uh, okay, I bribed him.”
Buffy: “How much?”
Xander: “Twenty-eight bucks. Does the Council reimburse for that kind of stuff?”
Giles: “Did you get a receipt?”
Xander: “D$@#.”
Buffy: “I know this. It's down by the bus station. Not the nicest part of town.”
Giles: “Again. See, no standards. I mean, any self-respecting demon should be living in a pit of filth or a nice crypt.”
Buffy: “I’ll remember to mention that.”

Willow: “No way. I know what you’re thinking, and no way!”
Buffy: “You’re right. Faith would never do that.”
Willow: “Faith would totally do that. Faith was built to do that. She’s the ‘do that’ girl.”
Buffy: “Comfort, remember comfort, here?”
Willow: “I mean, please, does Angel come up to Faith’s standards for a guy? Let’s see, is he breathing?”
Buffy: “Actually, no.”

Faith: “You want to listen or you want to die?”
Angel: “As long as you’re there, I mostly want you to wriggle.”

Giles: “Wesley, why don’t you take the group and start looking?”
Wesley: “Right.”
Cordelia: “I’m in Wesley’s group.”
Giles: “There is just the one group.”
Cordelia: “Yes! And I am in it.”

“‘I love when you talk, Wesley. I love when you sing, Wesley. Can you say the words “jail bait,” Wesley?’” - Xander, imitating Cordelia

Xander: “Man, where you been? You gotta find Buffy. She’s going to her place and stocking up on--.”
(Angel punches Xander and keeps walking)
Angel: (to Faith) “That guy just bugs me.”

“Hey! I know a way to make investigating the Mayor even more boring. On second thought, no, I don’t.” - Cordelia

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