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.

After a flight of fantasy, Buffy and Willow enter the demonic lair of Sephrilian, a dangerous realm of unstable reality where the friends' darkest secrets, both past and future, are revealed. Elsewhere, Dawn reveals an embarrassing secret of her own to Xander.