Spike returns to Sunnydale and kidnaps Willow in hopes of creating a magic spell that will make Drusilla love him again.
The gang plans to celebrate their SAT scores bowling, Buffy's mother's insistence to go to a decent college is promoted by Giles and Angel. Willow has a worse regret then her relative failure, rekindling passion with Xander; determined to save their relationships with Oz and Cordelia, she visits a magic shop for the necessary ingredients for a reverse love potion. Xander finds her and objects to another inexperienced witch messing with him. They are actually stopped and captured by Spike, who has returned, observed Angel, followed Willow and now forces her to make a love potion to return Drusilla to him. Before Buffy and Angel have got hold of Spike and made him tell they're in the abandoned factory, the crypto-couple is found, kissing fearing their last hours, by Oz and Cordy, who thus get hurt in more then one way...
- Willow complains about receiving a 740 on Verbal for her SAT's, while Xander notes that her Verbal score closely resembles his combined score. Buffy shows up looking shaken; her unexpected SAT score of 1430 has opened up the possibility of a normal life, and she is unsure how to proceed.
That night, Spike drives through the "Welcome to Sunnydale" sign again, but this time he is extremely drunk; he falls out of the car and reprises his first line in the series: "Home sweet home", before passing out. He returns to the old burned down factory (despondently singing Sid Vicious's "My Way") and surveys the damage. He begins to shout and cry, destroying Drusilla's charred dolls and drunkenly wondering why she left him.
At school the next day, Xander persuades Cordelia to go on a double bowling date with Willow and Oz. Oz presents Willow with a Witch-themed PEZ dispenser, and she is both delighted by the thoughtful gift and guilty because of the attraction she feels towards Xander.
Giles, packing for a Watchers' retreat, is delighted when he is presented with Buffy's SAT scores. Giles suggests that she has an opportunity to have a first-rate educational experience, and she could leave Sunnydale and her Slayer duties to Faith. He warns her about seeing Angel and she promises that nothing will happen between them because they are "just friends". Meanwhile, Xander and Willow are second-guessing the bowling date with Oz and Cordelia. Willow is concerned that Oz and Cordelia will notice the attraction between her and Xander, and resists Xander's attempt to kiss her earlobe. She and Xander restate their commitment to avoid physical intimacy with each other. Xander tells her that he wishes that they could just get rid of their feelings of lust.
That night, Spike stands outside Angel's mansion and drunkenly rails at Angel for turning Dru against him, until passing out in the garden. The next morning, he wakes to find his hand aflame after being exposed to sunlight. He runs around frantically trying to douse his hand and avoid the rising sun, eventually diving into his car to tend to his wound, first pouring alcohol on his hand, then pouring some more down his throat to ease the pain. Surveying his current state, he notes: "This is just too much."
Back at home, Buffy's mom continues to push the idea of college. When Buffy is resistant, Joyce asks her what could possibly be keeping her in Sunnydale, but Buffy does not admit her reluctance to leave Angel. She visits him and asks his opinion on her future options, in the process trying to determine where the two of them stand with each other. Angel, visibly torn, suggests as a friend that she go, reasoning that it is a good opportunity for her to live a life outside of her calling. Unhappy with his answer, Buffy leaves.
Spike sneaks into the back of a local magic shop during the day in search for a curse for Angel. He wants something really nasty, like boils or leprosy, something that would "make his parts fall off". The shopkeeper is distracted by Willow, who is looking for ingredients for a "de-lusting" spell. As she and the shop keeper discuss ingredients, Spike, out of sight, pays close attention and abandons his search for a curse; when Willow leaves, Spike kills the shopkeeper, having decided that a love spell for Drusilla would be "an even better idea."
Later that day, the Mayor is playing golf in his office when his deputy alerts him to their "Spike problem". When the deputy suggests that Mr. Trick organize and send a 'committee' to deal with the problem, the Mayor, after a few asides ranging from offering the deputy's soul for "one good short game" to whether "allowing a loose cannon to rock the boat" is a mixed metaphor, good-humoredly agrees.
At school, the night of the double date, Willow is in the chemistry lab, working on the ingredients for her anti-love spell. Xander shows up, and they begin arguing when he figures out what Willow is doing. Spike comes in, still very drunk, and attacks Xander, announcing that he needs to borrow Willow for a while. Spike takes Xander, unconscious from a head wound, and Willow back to the factory, where he locks them up. Spike explains his situation to Willow, first threatening her life if she fails to cast an effective spell, then sitting next to her and He tells Willow that Dru had thought he had gone soft after his alliance with Buffy, and was not "demon enough" for her anymore. The final blow had come when Dru told him that they could still be friends. An uncomfortable Willow tries to half-heartedly comfort the distraught Spike. When Willow tells Spike that she does not have enough ingredients, he takes her list and goes to collect what she needs.
At the library, Buffy is working out when Cordelia and Oz show up, worried because the lab is torn up and Willow and Xander are gone. Buffy's mom calls her, and then over the line Buffy hears Spike say "Hello Joyce." Joyce offers him hot chocolate while he relates the painful details of his breakup with Dru, and she offers him advice and he asks if she has any of "those little marshmallows". Angel spots them talking in the kitchen, but cannot enter the house because he is not invited. Joyce, thinking he is still evil, backs away, and Spike taunts him behind Joyce's back. Buffy arrives, pins Spike to the table and invites Angel in. Spike tells them he's got her friends and the three of them leave to get the supplies so that he can do the love spell and set Buffy's friends free. On the way to the shop, Spike is afflicted with pain from finally starting to sober up, and reminisces on memories of Drusilla. Buffy offers to stake Spike to put him out of his misery, but Angel tells her that they still need him to find her friends; Buffy counters that he probably just locked them in the factory, despite Spike's protests that he is not that "thick".
As Oz and Cordelia are driving, Oz catches Willow's scent and can tell that she is afraid ("a residual werewolf thing"). Cordelia declares it to be creepy, and Oz admits that he agrees.
Spike, Buffy and Angel are getting the supplies when, prompted by Angel's comment that he's going to a lot of trouble for the sake of the fickle Drusilla, Spike takes a swing at him before blaming the two of them for their break-up; he says that he is "nothing without her". Buffy agrees; he truly has become pathetic. Spike retorts by saying that they sicken him; the last time he had seen them, they were fighting to the death, and now they were acting like nothing had happened. They insist that they are just friends now, but Spike knows better. He tells them, "You'll fight, and you'll shag, and you'll hate each other till it makes you quiver, but you'll never be friends. I may be love's bitch", he says, "but at least I'm man enough to admit it."
Xander wakes up to find that he and Willow are locked in the basement of the factory. They discuss what will happen to them: Willow explains that either she casts the spell and Spike kills them, or she refuses to cast the spell, and Spike kills them. Xander demands a third option, so Willow suggests that Spike might have gotten so drunk that he will pass out and forget about them, leaving them to starve to death; she notes that this last possibility is their best option. Deciding that the high probability of death is a mitigating factor, Willow and Xander kiss just in time for Oz and Cordelia to find them. Cordelia is horrified and runs up the stairs, but they collapse and she falls through, impaling herself on a piece of metal rebar sticking out of the rubble-covered floor below.
As they leave with the supplies, Buffy, Angel and Spike are surrounded by a group of Trick's vampires, led by one of Spike's former lackeys, Lenny. Spike points out that if Buffy and Angel leave him to die, then Willow and Xander die too. Buffy reluctantly joins the brawl. After killing a few, they retreat back into the shop and barricade themselves in, fighting the vampires who get inside. Lenny makes the mistake of insulting Spike, who, incensed, brutally beats and stakes him. Eventually, Angel and Buffy use bottled holy water to scare off all the remaining vampires. Spike, inspired and refreshed by the thrill of the fight, realizes that the only way he is going to get Dru back is if he becomes the man he once was, the man she loved. He tells Angel and Buffy that their friends are at the factory, and that he is going to "find Dru, tie her up, and torture her until she likes me again." As he leaves the shop, he sticks his head back in to note to the bemused pair that "Love's a funny thing."
Cordelia survives the fall; none of her vital organs are hurt. When Xander brings flowers to Cordelia in the hospital, she tells him to stay away from her. Willow tells Buffy that Oz refuses to talk to her, and Buffy suggests time, patience, and groveling. Buffy visits Angel, and tells him that they are not friends; she explains that she is not coming back, because he does not need her help anymore, and she cannot maintain the lie about their friendship to herself ("or Spike, for some reason"). Angel protests, and Buffy tells him that the only way they can see each other is if he tells her that he does not love her, something he cannot do. While each character broods in their own way, mourning for their broken relationships, Spike is back on the road, on his way to find Drusilla, smoking and singing along with the lyrics of the Sex Pistols' punk version of "My Way" as his car travels along the desert highway.