Buffy is patrolling the cemetery and practicing her wittisms on a very 80's looking punk vampire. He has the last laugh though when he stabs her in the stomach with her own stake. Luckily, Riley appears on the scene and chases off the vamp before taking her abck to the Sunmmer's place to practice his medical treatment skills. Buffy and her Super-Slyer healing abilities will do the rest. Dawn helps cover for Buffy when their mom walks in on them. She thinks Buffy's wound is gross and is a bit miffed to have to do Buffy's chors while she's healing.

Riley goes out the following night with Xander (eating crisps), Willow and Anya (in High Heels) to sweep the cemetery. Riley is a bit annoyed at their non-stealthyness but there is nothing they can do tonight as the vamp is part of a nest of vampires. He tells the others to call it a night and go home.

Giles and Buffy research to find out how previous slayer's died. Buffy wants to know what it was that happened that made them lose just that one time and she is annoyed by the lack of detail in the Watcher's diaries. Unable to find any useful information, Giles remembers that Spike killed two, and Buffy wants to know how.

At the Bronze, Buffy buys Spike spicy Buffalo Wings and beer so he will tell her how he killed Slayers, he complies grudingly.

In London, 1880, a very well spoken William works on his terrible poetry, but when it is read aloud, it is revealed that he was named "William the Bloody" because of his lack of poetic talent. One of the gentlemen at the club William was in said he'd rather have a railroad spike pushed through his head than listen to any of William's terrible poetry.

He talks with a girl, Cecily, whom he loves from afar. She does not care for him, and tells him he's beneath her, which leads William to run away. As he stumbles down the London streets he pushes through a couple and their friend. Three people who look very familiar. William doesn't notice them. he sits in some stables crying when he is approached by Drusilla, and after some persuasion, she makes him a vampire (which he finds a slightly painful experience).

Back in the present, Riley locates the vampire that staked Buffy in a crypt with quite a few of his vampire friends. he stakes the one vamp before blowing up all the others with a grenade.

Spike and Buffy play pool while he continues the stories of the past. In Yorkshire, 1880, the newly named Spike (who is developing a new Cockney accent) battles with Angelus after causing trouble for his vampire family. Spike is hardly disturbed by Angelus's threats, as he entirely enjoys the chaos he's caused, not caring about the effect it had on Angelus and his clan. Drusillia is taking a shine to her new playmate.

Next they move onto the Boxer Rebellion in China, 1900, Spike fought with a Chinese Slayer and after a long battle with swords, martial arts and a funky carved stake), he kills her. Spike and Drusilla revel in the kill of the Slayer and the taste of her blood, letting the moment get to them. Angelus, on the other hand, is less than excited. Spike talks proudly about his kill, explaining to Buffy that while a Slayer must reach for her weapon, a vampire is already armed.

And so starteth lesson the second:

Out in the alley outside the Bronze Spike tells the story of how he killed the second Slayer in New York, 1977. On a subway train, A Billy Idol looking Spike and the afro-haired Slayer battle until finally, he snaps her neck. Spike reveals to Buffy that every Slayer wants to experience death, after causing so much of it. This is their weakness and ultimately their downfall.

Spike and Buffy end up standing very close together and Spike tries kiss her, and tells he that she wants to dance, but she pushes him away, telling him he's beneath her. Spike is not a happy Bunny.

Furious that Buffy was able to get under his skin and turned him down so brutally, Spike returns to his crypt and arms himself with a double-barrelled shotgun. He explains to Harmony that his temporary pain (which will l;ast around two hours) will be well worth the Slayer's death. Harmony tries to tell Spike that she'll only kick his ass but he won't have any of it.

South America, 1998, Spike's obsession and alliance with the Slayer, keeps Drusilla at a distance. Drusillia needs to be loved and if Spike won't give it then she'll look elsewhere. Elsewhere being a Chaos Demon with slime and funky antlers. She tells Spike that she can see the Slayer all around him.

Buffy gets home and finds her mother packing. Joyce is going to the hospital for overnight observation and a CAT Scan, because the headaches are just not going away.. Very upset about her mother, Buffy sits on her back porch, where Spike, creeping through the bushes with his gun, finds her. The sight of her crying cancells out his plans to kill her. And instead, he just sits beside her and tries to comfort her.