The Mayor takes Willow prisoner after Buffy and her friends steal away a box containing demonic energy needed for Ascension Day.
Nearly all the gang is admitted to colleges, Willow even Oxford; only Xander plans to tour instead. The mayor gives Faith a precious weapon as reward, and the mission to intercept at the airport the box of Gavrok, a container of mystical energy he needs for his demonic ascension. Mother Joyce hopes Buffy goes to Northwestern University, near an aunt in Illinois, but the watchers doubt if her slayer-duties allow any long absence from the Hellmouth; maybe if she first prevents the ascension, therefore Giles agrees to seize the initiative once they know more, quickly done ignoring Wesley's caution by the Council's book. Angel helps Buffy steal the box from the town hall, but Faith takes Willow hostage, only Wes would refuse to exchange her. First Willow kills a vampire guard and consults the Books of Ascension; at the meeting of both sides, the box is dropped, spilling some of its spider-scary content...
- The Mayor gives Faith a knife for a gift in exchange for picking up a box at the airport. Buffy and Angel are fighting off vampires at the cemetery. They then discuss their relationship and how it seems to be going nowhere. Buffy's mom finds out that Buffy was accepted to Northwestern, but Buffy is reluctant to make any plans for leaving because of what she'd be leaving behind. Joyce doesn't seem to be hearing a word of it and goes to call family members in Illinois.
At school, Principal Snyder is on a drug search, and even searches a student's lunch. Buffy and friends discuss their college futures and Buffy mentions that she did get accepted to the University of California, Sunnydale. Willow on the other hand has been accepted to every school in the country and some out of, including Oxford. Xander has plans to travel around and find out what his future may be since college isn't posing as much of an option. Cordelia arrives for long enough to insult everyone based on their college futures.
Buffy tells Wesley and Giles that she wants out of Sunnydale. Her slaying job, however, is too much of a problem for them to just ignore. Buffy then decides that if she takes the offensive against the Mayor, bringing the fight to him, that she could defeat him, stop the ascension and then be able to go away for college. Later that night, Faith is there to meet the box at the airport, killing the courier and taking his hand off to separate him from the box. Buffy watches from the bushes as Faith arrives in a limo and brings the box to the Mayor. After the coast is clear, Buffy attacks the limo driver and forces information about the box out of him before staking him.
When Buffy returns to the library, with information about the Box of Gavrok, Giles and Willow bring maps of City Hall so that they can plan their attack on the building in order to get the box back. The box, which is being kept in a top floor conference room is protected by magic which they plan to have Willow destroy before they can take the box. Since they have to destroy the box with a ritual, Xander is sent off in search of ingredients. Wesley is annoyed that no one will listen to him, and feels that they are rushing this too much.
On his way to find ingredients for the ritual, Xander spies Cordelia in a clothing shop. He stops in long enough to give her his best comeback to the insults she provided him the day before but she shocks him with her acceptance letters to several very important colleges. That night, Wesley and Giles drop off Buffy, Willow and Angel at City Hall. Back at the library Xander and Oz prepare to help Willow with the ritual to take of the protective barrier on the box.
After Willow performs the spell, she leaves, and Buffy gets ready to take the box. Angel lowers her through the skylight to take the box. After she gets the box though, an alarm goes off and the rope gets stuck. Buffy is left hanging as two vampires enter. Unable to get Buffy free, Angel jumps down and a fight ensues. After tearing up the conference room, they escape through the main doors and hide in a bush while Giles and Wesley cause a diversion.
The Mayor is extremely angry that they got away with his box, but he suddenly becomes very happy when he finds that Faith has captured Willow. The gang finds out about Willow's capture and they're all very upset; Oz is, of course, taking it especially badly. Buffy decides that they will trade the box for Willow. Wesley is strongly against it and tells Buffy that she was right to take the offensive against the Mayor, and that by giving up the box, they are sentencing all of Sunnydale to death. Everyone fights over the issue until Oz ends the argument by smashing the pot needed for the ritual and Buffy tells Giles to set up the meeting.
Willow tries to escape from the room she's locked in, but only succeeds in attracting the attention of the vampire on lookout. He comes in with intentions of just taking a bit of blood, but she manages to levitate a pencil and stake him before he can take a bite. Willow sneaks out of her room and finds the Mayor's office. Inside, she also finds the Books of Ascension, which she reads until Faith finds her. Willow tells Faith that she's made her decision and that it's over now and they fight for a bit until Faith brings out her knife ready to kill Willow until the Mayor stops her, having received the offer for a trade.
The meeting takes place in the cafeteria where everyone meets the Mayor and his crew armed with weapons. The Mayor gives a speech about how he doesn't think that Buffy and Angel have any future together. The trade is made, but Principal Snyder shows up with security guards before anyone can leave, expecting to find drugs in the box. One of the guards opens the box and a large beetle-like creature crawls out and kills him. Another beetle breaks free and the two manage to attack The Mayor and Buffy. Both beetles are killed, one with the knife the Mayor gave Faith, and the Mayor leaves, box in hand, with Faith following behind, reluctantly leaving behind the knife.
At the library, Willow tells everyone her story, then presents Giles with a few important pages which she tore from the books. Wesley reminds Buffy that the gang are now back exactly where they started, with no way to stop the ascension. At school the next day, Buffy comes to the conclusion that she's never going to leave Sunnydale. Willow tells her of her plans to go to UC Sunnydale because she wants to keep helping Buffy save the world and continue her study of Wicca. Buffy is overjoyed that her best friend will be staying in Sunnydale and tells Willow she loves her, and then comments on how something can be different to how it appears. Meanwhile Cordelia is still in the clothing shop looking at a dress, but it turns out she isn't shopping at the store...she's working there. That night Buffy and Angel talk about Buffy's future and she says that everything will be okay, although Angel isn't so sure.