Posing as a viscount's daughter, Faith infiltrates Lady Genevieve's gala and is attacked by Roden's gargoyle security team. Elsewhere, Willow offers to Dawn with her plus-sized problem and is called upon to upgrade the castle's defense system. Finally, after bonding with Faith, Genevieve reveals her evil plan.

As Giles tries hopelessly to contact Faith, Lady Genevieve explains her rationale for wanting to assassinate Buffy. Buffy is unwittingly teleported to Genevieve's estate, where the two slayers engage in deadly combat, until the internally-conflicted Faith intervenes.

As Faith and Genevieve battle to the death, Buffy confronts Giles about Faith's assignment. Giles goes to Faith's aid, and once Faith's mission is completed, the two agree to continue their tentative alliance. Elsewhere, a dark rendezvous heralds the onset of Twilight.