Back at Spike's layer, they are not to please with Angel escaping and they are dying for the Judge to be fully restored with energy so they can take over the world, when suddenly Drusilla collapses and moans Angel's name repeatedly. Just then Buffy wakes up when she reaches by her side and notices that Angel is not there. She also calls out for Angel and is dissapointed when he isn't there. She then presumes that he may need some time alone, and with that she gets dressed and heads for home.
Back at Sunnydale Library, Xander goes into on of the aisles of books and gets caught by Willow kissing Cordelia. Xander runs after Willow that it's doesn't mean anything, but Willow cries "No, It just means that you'd rather be with someone you hate than be with me", with that she runs out of the school.
Buffy goes back to Angel's apartment and finds him there (wearing leather pants..ouch). Over joyed to see him, she runs to him and embraces and kisses him, but he seesm distant. She questions that "Wasn't I good?", and instead of like the Angel she knew who might have said yes, he instead belittles her and mocks her that last night meant nothing to him, just a passing fling and that she is too much of a minor to go messing in his league.
Back with Ms.Calendar, her uncle explains that the curse that they put on Angel was designed in such a way that he was to feel unhappy and tortured forever and that one moment of true happiness would release his sould. He explains that with Gypsies they go by curses and that is they way they are, even though Angel saved Jenny's life. Ms.Calendar runs out pissed that her uncle will not help in making sure that it won't cost his happiness to relase his soul.
That night, Angelus goes to Sunnydale and decides to feed on Willow, he gets Xander away from Willow by telling him to call Giles. As Willow is within few feet from Angelus, Ms.Calendar comes out with a cross and orders Willow to get away from Angelus but instead Angelus grabs for Willow. Xander saves Willow from Angelus's clutches and with that he runs out of the library. At the library, too many questions arise about Angel's weird behaviour. What made him go bad on them? What happened last night that made him want to feed on Willow or anyone. Suddenly when Buffy storms into the library, Willow fills in the gap by herself what must have happened in order for Angel to become Angelus.
Back at Spike's layer, Angelus gloats about Buffys reaction when he belittled her to nothing. Spike is getting upset because he wants to see Buffy dead, but Angel explains to him, "To kill this girl, you have to love her".
Buffy enters her bedroom cradeling the claddagh ring and remembering the tender night of love with Angel. She gives her herself back into time where Angel and she were one when suddenly in the middle of her dreams she is in a funeral and Angel is in the sunlight coming up to her and saysing "You have to know what to see" She turns to the person beside her and sees Ms.Calendar. She knows right away that Ms.Calendar knows more than she is saying. With that, she storms into Ms.Calendars classroom and attacks her infront of Giles. Shocked from Buffy's behavior he demands answer for her rude behavior, but Jenny admits right away that she was send her to ensure that Angel would be unhappy for eternity and didn't know what would happen if something went wrong. Giles questions what happened to have Angel loose his soul, but one look at Buffy's guilty face he knows right away what happened. Buffy demands that Jenny curse him again, but she can't, but they can go and check with her uncle.
We then see Jenny's uncle greeting to whom he thinks is Buffy coming into his suite, only to find out that it's Angelus. Oz drives Willow, Xander and Cordelia to an Army base. Xander with help of Cordelia dressed 'trashy-er' expertly (Xander did the talking) to getting into the armory. When he goes in he lets Cordelia in his secret that when he was transforemed as a real soldier during Halloween, he remebered everything from that experience to number is procedure, to security password to putting up one nice Birthday present for Buffy in about 52 seconds flat. Meanwhile in Oz's van, Willow asks Oz if he wants to make out. Oz denies her request and lets her know that he does like her but in his fantasy 'when I am kissing you, you are kissing me back', not Xander whom she is trying to make jelouse, so 'Don't worry, I can wait'. Ms.Calendar takes Giles and Buffy to her uncle's place only to find that Angelus has come before and killed the poor guy leaving a message on the wall in blood for her 'Was it good for you too?'. Buffy knows that she must kill him and Angelus must be stopped. He is no more the same man she knew earlier.
The Judge is ready to go out and feed upon humans but Spike can't accompany his beloved Drusilla and his sire Angelus. They decide to go and hit on a mall where they can go and prey on alot of innocent people. Buffy and her freinds get to Spike's layer only to miss the Judge by minutes while Spikes hides behind a crate listening on Oz suggesting that the Judge would be at the mall, at least that is where he would be. At the mall,the Judge begins zapping life out of people only to be stopped by Buffy hitting him with an arrow. He plucks the arrow away and tells her that he can't be killed but Buffy replies him 'That was then, this is now'. She takes a bazooka from her friend and aims it at the Judge. The Judge looks at the bazooka wierdly as Drusilla and Angelus jump for cover knowing full well what is about to happen - 'What is that?' the Judge asks only to get his reply when Buffy fires blowing him up into bits. Her friends go and pick up the bits of the Judge making sure his parts are all seperate and never together while Buffy goes and chases Angelus to a private room. She fights him and when it comes to a time her ready to stake him, she finds she can't. He mocks her that she doesn't have guts to kill him so in return she kicks him in the groin (ouch that's gotta hurt) and walks out saying 'Give me time'.
Giles drops Buffy home where he confronts her that she has his full support and understanding but no dissapointment. He tells her there were many times that Angel proved his love for her over and over again but he is no more Angel but rather Angelus, a deamon. Buffy and her mom sit down and watch an old movie where Joyce brings for her daughter two cupcakes with a candel wishing her a Happy Birthday. When asked to blow the candle she refuses and rather see it burn. Her mother asks her 'So what did you do for your birthday? Did you have fun?', Buffy replies 'I got older.'.
