In an effort to distract Buffy from the Ascension, the mayor instructs Faith to poison Angel.
The mayor praises Faith as a great evil after killing geology professor Lester Worth as part of preparation for his ascension. Amidst the preparations for graduation, with a speech from the mayor, who wants to eat children once he's a demon, in a melancholic mood only Buffy misses, Anya, the former demon Anyanka, tells Xander and then the gang what the previous demonic ascension was like, Lohesh's 800 years ago in an Ural village, and how much worse the pure demon it produces is then 'eartly bastard-human' demons, but the mayor's preparations are very different, including eating spiders from the box. Anya invites Xander to join her running, in vain. While ingrate Buffy has a go at Xander who escorts her at Giles' request to retrieve the professor's notes, about a Hawaian vulcanologic expedition which found an 'unknown dinosaur' -probably actually an ascended demon's corps, so the mayor probably also becomes vulnerable again after his ascension- Faith shoots Angel with a poisonous crossbow dart. The only cure is hard to get, even for Buffy: the blood of a slayer; she duels Faith to the death, but the mortally wounded slayer has a last surprise...
- As Graduation Day approaches, Sunnydale High enjoys a mellow love fest as former enemies exchange pleasantries. Buffy has not caught the spirit, however, and others have their own concerns, too. Cordelia is worried about the color of the gown while Xander fears for his life. He then learns that the Mayor will be the commencement speaker, meaning that the Mayor is not only going to ascend on Graduation Day, but at the ceremony itself. Faith kills Professor Worth for the Mayor.
Anya tries to entice Xander into another date, but is stunned when she finds out about the upcoming Ascension. Xander brings her to the library, where she tells of an Ascension she witnessed 800 years before. A sorcerer had decimated an entire village within hours; only a few people escaped. The destructiveness of an Ascended demon stems from its lack of any human characteristic. The Mayor seems to be heading towards a different breed from the sorcerer's, however, and Anya is unable to help further.
At that moment, the Mayor enters the library. He tells Buffy he will eat her, and Giles plunges a fencing epee into his chest. Wilkins shrugs it off with an indignant expression, promising "one heck of a speech."
Anya tries to convince Xander to skip town with her, but he has friends on the line. Buffy convinces her mom to leave, while Oz releases Willow's tensions by making love to her.
Searching Professor Worth's apartment, Buffy runs into Angel. It is their first encounter after the Prom. They begin arguing in the street when Faith shoots Angel in the back with an arrow, deliberately missing the heart. Angel tries to get up, but collapses into Buffy's arms.
Wesley tells Giles that the professor found a large demon carcass buried in a lava bed. Professor Worth thought it was an unknown dinosaur, but the Mayor evidently thought it safer to silence him anyway. Wilkins is impervious to harm only until the Ascension.
Buffy brings Angel to the library, where Giles helps remove the arrow. It was clearly poisoned and Wesley offers to ask the Watcher's Council for help. Buffy thanks him, and Willow's afterglow is cut short by Buffy's call for help. Wesley returns to tell Buffy that the Council refused to help a vampire. He explains that the laws are older than civilization, and Buffy must follow the Council's orders and ignore the distraction. Buffy quits the Council.
The Mayor prepares for the Ascension by eating the giant beetles in the Box of Gavrok as Faith takes a break from her murders.
Oz tells the gang that vampires can only survive the poison by draining the blood of a Slayer. Xander has doubts about its consequences for Buffy as she leaves with Faith's dagger, intent on killing Faith before feeding her to Angel. Willow finds Faith's apartment, paid for by taxpayers, and Buffy arrives after Faith had a workout. After an impressive but brutal battle, she eventually manages to stab Faith with her own knife, but Faith jumps from the roof onto a passing truck, unconscious but away from Buffy.