Written by David Fury and Jane Espenson; directed by Alan J. Levi

Xander is awakened at 4:30 in the morning by Buffy, who is banging on his apartment door. She asks if Spike is home and he says that he’s out. In the basement of a house, Spike hums to himself and buries the girl he killed in “Conversations with Dead People.” Somewhere in England a man enters his flat to see that it has been broken into. He calls out for someone named Nora and finds a teenaged girl who has been stabbed. A figure in a robe approaches and attempts to stab him; the man fights back but is attacked by another robed figure and falls to the floor.

Willow returns to Buffy’s house to find Dawn sitting in the middle of the destroyed living room. Dawn tells Willow that she saw Joyce and Willow replies that it’s the big bad they’ve known was coming. Dawn believes that Joyce was trying to protect her but the big bad was trying to keep her away. Buffy tells Xander that Spike shouldn’t be able to hurt anyone because of the chip in his head; Xander points out that he was able to hurt Buffy and suggests that the chip isn’t working anymore. Spike arrives home and Buffy mentions Holden to him, but Spike shows no signs of recognizing his name.

Buffy tells Xander that they can’t let Spike leave the apartment again until they know that he’s not evil again, so they should find someone who can stay with him. Anya becomes the default choice, but she’s not very thrilled about the request. Xander assures her that she will be safe. Buffy returns home and Willow fills her in on the visits from Cassie and Dawn. Buffy tells her that Holden named Spike as his sire and that if he’s killing again, she needs to stop him.

While Spike is asleep, Anya sneaks into his room and looks through his clothes. He wakes up and she lies that she came in to have sex with him. Spike declines her advances and she pretends(?) to be hurt. He leaves and Anya calls Buffy to let her know. At the Sunnydale Promenade, Spike passes a harmonica player, who begins the play the song Spike was humming earlier. Buffy watches as Spike picks up another woman. As they kiss, he spots Buffy (or is it?), who says, “You know you want it. You know I want you to.” He bites the woman and Buffy (?) praises him. Spike runs away and Buffy morphs into him, saying, “How could you use a poor maiden so?”

Back at Xander’s apartment Buffy bursts in and asks Spike if he killed the woman she saw him with. He tells her that he only talked to the woman, and that he wouldn’t hurt her because he has a soul. He accuses her of being jealous and says that he goes to meet with other women because Buffy won’t talk to him. Buffy tells him that Holden said Spike was his sire; Spike accuses Holden of lying. He challenges her to find proof that he killed anyone and she says that she will.

Back at the Summers’ house, Buffy tells Willow, Dawn, and Anya that they need to investigate and find proof that Spike either has or hasn’t killed people recently. Willow wonders if Holden, Cassie, and Joyce were all lying. Willow finds out that eight or ten people have recently been reported missing. Buffy decides that even if Spike didn’t kill them, he’s most likely to know who did. In his bedroom, Spike finds a pack of cigarettes the woman gave him earlier and flashes back to meeting and killing her. Xander attempts to stop him from going out again but Spike knocks him out.

At the Bronze, Aimee Mann sings as Spike asks people if they’ve seen the woman he was with before. A woman approaches him and hits on him but he tells her to leave him alone. The woman tells him that he sired her and suggests that they kill people together. He kills her in the middle of Aimee Mann’s set. Buffy arrives at the Bronze, having been alerted by Xander, and asks the bouncer if he’s seen Spike. The bouncer says that Spike has been in a number of times and always leaves with a different girl. Spike calls Buffy and tells her he’s beginning to remember things and that he thinks he’s killed people. He tells her to meet him at a house, but as he starts to go he runs into…himself. Spike #2 tells him that he’s “going against the plan,” but that they can remedy things.

Buffy meets Spike at the address he gave her and he takes her to the basement. Spike #2 continues talking to him but Buffy can’t see him. Spike tells Buffy that he thinks the bodies of the people he’s killed are buried in the house. Spike #2 begins to sing the song Spike hummed and the harmonica player played; the tune seems to captivate Spike. Buffy tries to get his attention, and he suddenly attacks her. They fight, him using bottles, and the people Spike has killed - now vampires - rise from the floor. Spike #2 tells Spike, “You know what I want you to do” while Buffy fights the vampires. Spike #2 encourages Spike to kill Buffy, and the original Spike approaches her. He sucks blood from a wound in her shoulder and remembers all of the murders he’s committed recently. Buffy finishes killing the vampires as Spike #2 tells Spike, “You failed them. Now she's gonna kill you. You lose, mate.”

Spike tells Buffy to kill him quickly and mentions the song that Spike #2 was singing. Buffy tells him that there’s a being playing with all of their minds and Spike asks her to help him. She takes him to her house and tells the Scoobies that Spike wasn’t in control when he committed the murders. She says that Spike has been the closest to the big bad and could be their biggest help. Back in England Giles enters the flat seen earlier, looking for Robson, the man who entered looking for Nora. As he bends over Robson, a robed figure swings an axe towards Giles’ head.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Evil trumps government-made brain chips.

GRADE: B- The title says it all.

MEMORABLE QUOTES - “Shh. No questions. No talking. I can’t help it. I can’t stop thinking about you and us and our brief but unforgettable time together. I mean, it’s - why else would I be here? I mean, it’s not like I’m snooping around looking for proof that you’re some sort of wacked-out serial killer. I don’t know why I said that. Forget I said that. It’s craziness talking. It’s just nerves. Nerves. Nerves and-and horniness. Oh, just shut up, William, and take me! Take me now!” - Anya, trying (poorly) to seduce Spike

Willow: “Well, just because those weren’t the spirits of, you know, our people - just because it was some evil thing, doesn’t mean what they said can’t be true.”
Anya: “I used to tell the truth all the time when I was evil.”

Buffy: “I’m looking for this guy. Bleach-blond hair, leather jacket, British accent? Kind of sallow, but in a hot way?”
Bouncer: “Yeah, yeah, I know the guy. Billy Idol wannabe?”
Buffy: “Actually, Billy Idol stole his look from…never mind.”

“Man, I hate playing vampire towns.” - Aimee Mann

“Early one morning, just as the sun was rising
I heard the fair maid sing in the valley down below.
Oh, don't deceive me.
Oh never leave me.
How could you use a poor maid so?” - Spike #2’s song

“Gather them. It’s started.” - Robson’s cryptic message to Giles

“I…am here, obviously, because of the reason which I am about to tell you, with the following words, and that reason is…uh, clearly and obviously, too, um…sex.” - Anya to Spike (from the original script)

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