The Bronze re-opens after the troll destruction from a few weeks ago, and Buffy watches on as her friends dance. Spike shows up and tries to carry on a conversation with Buffy, but she's not the slightest bit interested and tells him to go away. Which he does but not after swiping Xander's money form off the table. Willow reveals that she is suffering from headaches and nosebleeds as a result of her teleportation spell. But she is feeling better now that she did.

Xander goes to confront Spike, tellign him that he could beat the vampire to the pulp, but Spike isn't paying any attention, instead watching as Buffy spots Ben. She offers her thanks to him for looking after Dawn. he tells her that it was no problem, as well as revealing that his wardrobe is made up of more than hospital scrubs. yeah, lots of red girly outfits, hmmm.

A train pulls into Sunnydale, but the porter goes on board to find all the passengers dead (with neck and other vein trauma before he too is attacked.

Buffy returns home and Giles suggests that Dawn be treated normally. So the Slayer turns on her sister, demanding to know where her blue sweater is.

Spike has it. Harmony tries to get Spike in the mood and suggests a game where she pretends to be Buffy. Spike enjoys it . . . a lot. : )

The next day Buffy reads about the train murders, but concludes that it's vampire and not Glory. After School, Dawn arrives at Spike's crypt to talk with him. She feels that he's the only one who doesn't treat her as a thing. Buffy gets home to discover Joyce in a panic and Dawn not there and rushes out to look for her. Her search leads her to Spike's crypt where she finds Dawn with Spike, listening to one of his scary stories.

After dragging her sister out of Spike's lair and trying to explain how Vampires ar bad Dawn reveals her crush on Spike, but really shocks her sister when she tells of Spike's crush on Buffy. Buffy looks like she's going to be violently ill.

Buffy and Xander investigate the train and Buffy confesses the possibility of Spike loving her. Xander can't stop laughing, and begs for it to be true because it's even funnier. He's less pleased to learn that Dawn doesn't have a crush on him.

Thier preocupation means that they don't noticed a blindfoled Miss Edith hiding amonst the luggage on the parcel shelf.

Buffy finds her mother and sister talking in the kitchen with Spike. He takes her to a warehouse where he believes the vamps from the train are. Buffy confronts Spike about his feelings, but when he confesses his love, she rejects him brutally. Returning to the crypt, Spike is shocked to find his sire and long-time love, Drusilla.

Drusilla tells him of the events in Los Angeles and tries to convince him to return with her. She's already aware of the chip in his head and tries to convince him he can be evil, even with the chip. Harmony arrives and yells at Drusilla for hurting Spike. He then throws her out of the way, announcing that he's back.

Joyce and Willow talk to Buffy about the problem with Spike and tell her she has to make it clear to Spike that there is nothing. As she is leaving she asks Willow to do her a favour.

Spike and Drusilla dance at the Bronze before Dru spots a couple on the catwalk for them to feed on. She snaps the neck of the girl, offering her to Spike before taking the guy for herself. Spike hesitates, but soon vamps and bites. We learn that SPike can drink from dead humans.

Buffy discovers the extension of Spike's lair underground and a shrine dedicated to herself. As she returns to the surface, Buffy finds Spike and Drusilla waiting for her. Drusilla shocks Buffy with a cattle prod, but then Spike takes the prod and uses it on Dru.

Buffy awakens to find herself chained up in the underground space below Spike's crypt, Drusilla tied to a pole across from her. Spike professes his love and offers to kill Drusilla to convince Buffy of his love.

Buffy rejects Spike again and he goes into a rage about women being so difficult. Harmony arrives and shoots Spike with a crossbow bolt. While Harmony and Spike fight, Drusilla breaks free and goes after Buffy while the Slayer is still chained up. Spike saves Buffy and Drusilla leaves, disappointed that Spike can't be helped by anyone.

Harmony leaves Spike, telling him it's completely over between the two of them. Buffy walks home with Spike following her, but Buffy tells him to stay away from her. He tries to follow her into her house, but the invisible barrier (form the un-invitation spell) prevents his entry and Buffy shuts the door.