Anya is not a happy demon. Now reduced to a mere mortal again, she wants her powers back. She goes to see the demon D'Hoffryn and asks him to make a temporal fold so she can go back to the Wishverse and get her talisman back. D'Hoffryn tells her off for being so careless in the first place and won't help her. A very annoyed Anya vows to get her talisman back with or without his help.

Back in the real world, Buffy and Willow are sitting out on the grass outside school. Buffy is doing sit-ups while Willow is levitating a pencil. Buffy is impressed by Willow's magical skills. As they chat about this and that the conversation turns back to Faith. Willow is secretly very annoyed with the other Slayer for everything she has done and her annoyance is manifested as the pencil whips through the air and embeds itself deep in a nearby tree. Buffy suggests that she doesn't practice magic while she's so angry.

Synder calls Willow into his office where he tells her that she's going to be tutoring Percy West, a basketball player in History. Willow doesn't seem too bothered by this, she's used to tutoring people.

Later on, in the library, Giles asks Willow if she could have a go at hacking into the Mayor's files. Willow agrees, after all she is the net girl. Faith is pretending to still be a good Slayer and has spent the afternoon training with Wesley (who she calls Princess Margaret). Faith sees Willow working on the computer and asks her what she's upto. Willow coldly tells her then goes back to concentrating on her work.

Faith goes to tell the Mayor what Willow is up to and he's not best impressed. As a gift, the Mayor gives her a fully furnuished (expensive) apartment, complete with a PlayStation. Faith is very pleased with her new home. The Mayor tells her that he plans to send some Vamps after Willow as it is too soon for the rogue-Slayer to start killing people she knows.

Willow is on her way between classes when she bumps into Oz. He tells her about the great gig the Dingoes had the night before. Willow didn't know he was performing and tells him so. Oz tells her that he didn't think she'd want to go with it being a school night and all. Then Willow bumps into Percy, she tells him to get some stuff ready for the tutoring session, but it turns out that percy expects Willow to do all his work for him. Willow is rapidly decending into a bad mood. Outside she bumps into Buffy and Xander who asks if she recorded Biography the other night. Then Xander puts his foot in it calling her Old Relibable and she storms off telling them as she goes that she isn't and to prove it to them she's going to change her image and eat this banana even though it isn't lunch time.

Willow stalks through the school and is caught up by Anya. Anya tells Will that she thinks she is the strongest witch in the school and asks if she'll help her with a location spell. Willow is pleased to finally be of some help.

They set up in an empty classroom and start up the spell, Willow and Anya clasp hands and the spell starts to work. As the talisman is located, several frightening images from the Wishverse flash, everyone dying being a common theme. Willow, surprised by those images knocks the sand she is trickling onto the plate and it falls over her hands instead. The spell is broken and it didn't seem to work. Willow leaves telling Anya that this is blacker than she generally likes her magic. Anya is very angry that the spell didn't work and smashes the plate she had drawn her talisman on. . .

. . .In an abandoned werehouse, a figure wakes up. It is Vampire Willow from the Wishverse, the location spell has brought her instead of the talisman.

Evil Willow walks through the familiar streets of Sunnydale but is confused by how different it is, people are happy and they are walking around at night without fear. She finds the Bronze, expecting it to be the vampire hangout, but instead it's full of humans. As she is looking dazedly around Percy comes up to her thinking she is Willow and tells her to finish his History paper. He doesn't expect her to attack him.

Xander sees Willow getting attacked and goes over to break it up, telling Percy to leave his friend alone. Evil Willow recognises him but is confused that he is alive. Xander, not realising something is wrong comments on her distinct change in appearence. Evil Willow is upset by how everything is different. Just then Buffy walks in and comes over to see who Xander is talking too and is very surprised to see Willow - Willow dressed in leather. She starts to apologise, but Evil Willow recognises her as the Slayer and vamps out before storming out.

Outside Evil Willow is jumped by two of the Mayor's henchvamps. They don't expect her to fight back and are rather surprised to be overpowered by a girl. She holds one of them down and breaks his fingers one by one until he tells her who he works for. He finally realises that he now works for her. Evil Willow wants to have some fun.

Buffy and Xander go back to the Library and tells Giles what has happened, it still hasn't sunk in and each of them blame themselves. they sit there all depressed until Willow (the real Willow) walks in. She is unsettled to see them so sad and asks what's wrong. Xander sticks a cross in her face and it has no effect. realising that Willow isn't a vampire all three of them - including Giles - bear hug Willow, glad that she is okay. Willow is very confused by what is going on and rather unsettled by the fact there is a vampire walking around town with her face.

Anya goes to the Bronze and tries to get a beer, she is 1120 years old after all, but the barguy won't serve her and she has to settle with a coke. Angel turns up looking for any Slayerette and spots Oz getting ready for his set with the rest of the band. Evil Willow and her hench-vamps break in and barricade the Bronze. Evil Willow wants her fun and all the customers there are going to help her. She gets them to all co-operate by killing a girl. Oz asks Angel if he can get out. When Angel says that he can Oz tells him to go and get Buffy, now.

Oz tries to talk to Evil Willow, but she only remembers him as one of the white hats from the other 'verse. Anya walks up and asks Evil Willow if she wants to go back to her own universe. Evil Willow says yes, she doesn't like it here, it's not right. Anya tells her that there is one person in the town who can do it. Evil Willow wants to meet her.

Angel bursts into the Library and tells Buffy that Willow is dead, not noticing her standing next to him. He quickly tells them what is going on at The Bronze and they leave to help. Unfortunately Willow left something in the Library and has to go back for it. She grabs what she forgot and is about to turn and leave when Evil Willow comes up behind her.

The two of them talk, Evil Willow wants her make Willow into a vampire. Willow tries to escape and Evil Willow throws her over the counter. Willow manages to covertly get the tranquiliser gun and shots her Doppelganger, locking her in the book cagr while she goes to get Buffy.

They all watch the unconscious vampire. Willow is seriously wigged by her evil, slightly gay self. Buffy has an idea on how to save everyone at The Bronze and Willow and Evil Willow swap clothes.

Outside the Bronze, Buffy asks her friend if she's sure that she wants to go through it. Willow says that she has to, Oz is in there. She is very uncomfortable in her new clothes but Xander likes the look. Willow lets herself in, ready to be a bad-ass vampire.

Cordelia arrives at the Library, all dressed up on the offchance that she'll meet Wesley and spots Evil Willow locked up in the cage. She tells Willow that she'll unlock it after she's told her exactly what she thinks of her. She doesn't realise that it is Evil Willow. She finally lets Willow out and she reveals her true self, Cordelia screams and makes a run for it, closely followed by Vampire Willow. Cordelia ends up cornering herself in the toilets. Wesley, somewhere else in the school, hears Cordy's screams and goes to help her, thrusting a cross in Evil Willow's face and scaring her away. Wesley is rewarded for his bravery by a hug off Cordelia. She asks him what he's upto that night.

Willow tries to act all mean and Vampy but Anya sees through the deception and tells the hench-vamps that Willow is a fake. Willow screams, a signal for Buffy and the others to come in and save them. Buffy and Angel start taking out vampires left and right while Giles and Xander get the innocent customers out. Willow and Oz get out of the way of the fighting as Evil Willow shows up ready for a fight, which she gets.

She spots Willow standing on the stage and attacks her. Oz tries to protect his girlfriend but is thrown across the stage for his troubles. Willow is left alone and defenseless. Evil Willow throws Willow to the ground and starts to strangle her. Buffy sees her frind in trouble and goes to save her. Willow stops her as she is about to stake Evil Willow. Willow wants to send her back to the Wishverse, it's not her fault that she is evil.

They go to the deserted warehouse where Evil Willow entered their world and prepare the spell again. Xander passes the time asking Evil Willow if he was really a bad-ass vampire and is very pleased to find out that he is. Willow and her Doppelganger say goodbye and Anya and Willow send her back to the Wishverse, just in time to get staked by Oz on a broken wooden strut. She mouths "Oh Fu..." before she explodes into dust.

The next day, Buffy are Willow are sitting out under the trees again. Buffy asks her friend if she wants to go out that evening, and Willow says that she can't because she has so much work to do. Percy shows up, but before Willow can apologise for not doing his History paper, he presetns her with two finished pieces of work he's done. He wasn't sure which President Roosevelt the assignment was on so he did both. Evil Willow gave him rather a scare and now he's frightened of the wrath of Willow. Pleased, Willow tells Buffy that she will go out that night after all.