Frankfurt, Germany. A woman is running outside of a dance club. She is dressed semi-goth-punk, with combat boots, peirced nose, and bright red-streaked hair. Two hooded figures are in pursuit. Up and down the side of a building, through hallways and down rainspouts, the chase continues. Just as she starts to relax, the hooded figures pull her inside a side room. A brief struggle ensues, but they gain the upper hand and stab her with ornate daggers. Leaving quickly, her head turns towards the camera, her eyes turn black, and she says in an echoey voice "From beneath, it devours..." Buffy awakes in her room, startled by a bad dream. Dawn is there at her bedside. Buffy tells of seeing a girl in the dream and repeats "From beneath you, it devours..." she then gets this blank expression on her face and goes towards the night-time window, musing how there are others like the girl out there, and they're going to die. Out on a Sunnydale street, the ground starts to shake as a large burrow mound appears, moving down the center of the street, tearing up the road. In the basement of Sunnydale High, Spike is muttering... talking to himself, speaking to a rat. He is definitely not in his right mind, acting paranoid, saying it's not the right time. His hair is still longer with roots. Just then the ground starts to shake, with pipes and the building's foundations trembling. Spike clutches his head, begging for it to stop. Dawn is smiling from the back seat of Xander's car. Xander is driving her and Buffy to school as Dawn goes on about how cool it is that Buffy has a job there, but upon further analysys while mentioning that they'll be at school together, "you understand you can not talk to me, look at me, or hang out with any of my friends, right?" Buffy assures her she'll keep her distance. Xander then starts talking about teen problems, especially with the school on the hellmouth, and he makes Buffy smile by saying the kids are lucky to have both a friend and a Slayer helping them out. Dawn questions Xander's liking school. Xander says it was good, only because he was dating then. Talk of him dating is then mentioned, but he says he just doesn't feel it yet. They turn the talk to Anya and question if he's seen her lately? He mentions he's bumped into her at the Bronze a few times, probably looking for women who wish scorn. "That's where I go to get my scorn on..." Muses Buffy. Dawn says the two of them should really stop with the dating demons thing, but then Buffy kindly reminds her about her smooches with teen vampire last Halloween. Principal Wood introduces Buffy to her office and talks to her about her job. He explains that she's not supposed to counsel, but more just listen and talk to the students. Buffy's eyes light up with an idea "Can I give detention?". More talk about how to handle the students, with Principal Wood telling a lame old joke. "There's only three things these kids understand: the boot, the bat, and the bastinada..." He chuckles, she doesn't. He is embarassed at the joke's telling, but Buffy gives a dictionary definition of what a bastinada is. Buffy then questions why she got this job in the first place, not having any college degree, and only commenting on her sparkling personality and her excellent work at the DoubleMeat Palace. Principal Wood simply says he needs someone who understands the students. Two teens who are obviously busted come in and Wood gets called away. Buffy calls after him, saying she'll just look around the place and get aquainted. "Basement: No student access" reads the sign on the door as Buffy goes downstairs, calling out for Spike. In Westbury, England, Willow sits in a doorway overlooking the countryside, sitting on a packed suitcase. Giles comes up, saying her taxi is there and waiting. Willow expresses severe doubt about going back, wondering if she's ready. She thinks it might be better if she stays, to which Giles agrees it might be, but he questions why exactly she's scared. Willow starts mentioning the Hellmouth and how it's teeth are now showing, doubting she'll be able to be a "bigger badass" than whatever is coming? Then she wonders if she'll go all veiny and homicidal again... But Giles knows she's just worried about her friends taking her back. Giles says no matter how much time goes by, there is no way of knowing whether they'll take her back or not. "Trust yourself, and the others might follow" he says as they head off towards the taxi. On a nighttime Sunnydale street, a woman walks her dog, who stops behind her to do his business. Suddenly a "crunch" is heard, and the woman looks back to see the leash's end dropping down into a hole in the pavement, no dog in sight. Then the leash goes taunt, and the woman starts being pulled towards the hole. At the hole's mouth, something bursts up from the pavement in front of her. The woman runs down the street, out of breath, and runs smack dab into Xander "um... hello?" he says. "... and whatever it was, it was big... and strong..." The woman talks to Buffy, Dawn, and Xander in the Summers living room. Buffy bandages the woman's hand as the woman says they probably think she's nuts. "We've seen things too, Nancy" says Buffy. Xander makes a bad joke about her dog and is instantly embarassed. Dawn asks what it sounded like, to which Nancy says it rumbles like when an Earthquake is going to start. Buffy muses "from beneath you it devours..." but then shakes it off, giving Dawn a glance. Dawn then asks if they should round up the gang, but Xander motions around "This is the gang." Buffy re-assures Nancy that everything will be all right. "What you need is help... fortunately, you've got me" says Spike, who has appeared in the hallway. His hair is back to it's normal length and color, and he wears... erm... "normal" clothes. Buffy is, needless to say, shocked. Tension in the room is now very thick. Buffy notes how Spike looks different. Nancy asks who he is, to which Xander says it's Buffy's "ex." Spike says he doesn't want to be there, but he kinda has to be, and after a threat from Xander to be escorted out, he says he'll be quick. Spike then explains that he just needs to talk to Buffy for a moment, and admits that he was out of his head in the school basement before, but he's better now. Dawn approaches Buffy, questioning her on why she didn't say she saw Spike in the basement. Buffy says now's not the time, she'll talk about it later. Dawn says "fine, whatever" and says it's usually when it's only convinient for Buffy to talk about it, which Xander agrees with. Spike starts to defend Buffy, but Xander tells him to shut up. Buffy and Spike walk out. In the hall, Buffy says "Do not start this by saying you're sorry." "I didn't come here to atone" says Spike. He simply says that he knows something big and bad is brewing, and while he doesn't know what it is, he is there to simply help. Buffy doesn't like it, but she admits that something is up, and keeps him behind after he almost dismisses himself. Back in the family room, Buffy takes charge and tells them they're going to split up, with Spike and her looking for the monster, and Xander taking Nancy home. Nancy asks Xander "Is your girlfriend always this commanding?" Xander nervously laughs, saying that she's a girl, and a friend, but not his girlfriend. Xander then expresses concern about Buffy going with Spike to check out the scene, saying that Spike did try to rape her. Buffy says that she stopped him before, she can do it again. Dawn stays behind, trying to sound cool by saying she's command central and everyone should check in, but she knows she just has to do her homework. As they leave, Dawn then calls Spike and questions whether he sleeps. Alone with her, Spike says yes. Dawn says she knows that she can't take Spike in a fight, even with the chip in his head, but if he touches Buffy, he'll wake up on fire. Her look is dead serious and very cold. Outside, appoaching a hole in the pavement, Spike is calm, talkative, somewhat friendly. Watching Spike clear away debris from the hole, Buffy asks him what happened? Spike lies to her, telling her that his weirdness from before was the spooks in the basement getting inside his head. They were apparently more powerful than he thought, making him see and do things... Spike then asks why Buffy didn't mention to the others their meeting in the basement. Buffy said she didn't know, probably was hoping he was some sort of mirage. Asking if she'll hold the flashlight, Buffy briefly touches his hand and she has a flashback to the attempted rape. She pulls away uncomfortable, then says that them working together is not going to be a way for them to get back together. Spike says it's not, and understands her being skittish. Buffy says that he tried to rape her. Spike says he can't apologize, but can only say that he's changed. Buffy agrees, but says that she doesn't know what he's changed into. She questions his motives and knows there's something he's not telling her. Spike says there is, but they're not best friends, so he's not telling. Rising up from the hole, Spike says there's nothing there but dirt and slime. Entering Nancy's home, Xander and her do the light awkward banter thing. She thanks him, then says it doesn't sound right with everything he has done for her. She then asks if she can give him a call sometime. "To check in?" he questions. "No, actually I'm hitting on you." she answers. As he says yes and she turns, saying goodnight, the ground starts to shake. "Ah, Nancy, i just got a swell idea... RUN!" they both race down the hallway, with the floor bursting up behind them in a line. They reach some stairs and a landing where they are seemingly safe. At the foot of the stares, a giant worm like thing roars at them, opening its mouth. The worm dissapears and Nancy catches her breath, saying that Ronny would love this. Xander questions who Ronny is. She says Ronny is her ex, and he was trouble. Xander asks if he was the type of guy who would raise a demon, motioning to the floor. Nancy says that he was just an abusive bastard and wouldn't leave, always hovering. Nancy then talks of helplessness, and says she wished that it would stop. The word "wish" triggers something in Xander... At the Bronze, Anya is having drinks with a woman who is compaining about her boyfriend. "And you know what I wish?" the woman asks. "God do I want to." answers Anya, smiling. "You were saying?" Anya asks. The woman goes on about how she'd like her boyfriend to be spineless, but never says the word 'wish'. Anya starts to explain to her that she can help if she'll only... "Oh, penis..." Anya's face goes frowney upon seeing Xander, Buffy, Spike, and Nancy walk up. Anya then suggests the woman go and get drinks for them, then complains to the arrived group, saying she's working. Xander asks Nancy if Anya is the one she talked to, to which Nancy says yes. Buffy gently lays a sword down on the table and all are none too happy to see "Venence Anya." Xander asks if Anya turned Nancy's ex into a worm monster. Anya admits yes. Nancy is wondering how it's possible her ex was turned into a worm, and Anya says that it's a "You wish it, I dish it" senario and doesn't see the problem, "he had it coming" or so Nancy said. Anya doesn't see the big deal, but Buffy tells her that this "worm" burst up through pavement and ate a dog. "oh, puppy!" Anya says, and Xander is shocked that she acts more concerned about the dog than people being in danger. Nancy asks who Anya is, to which Xander admits it's his Ex. Anya gets mad and starts to storm off, but Spike marches over and pushes her back down into her chair. She throws his hands off her "Spike! You don't get to go there again..." "I've already forgotten about our little time together." Spike says coldly. Nancy questions, thinking that Anya was Xander's ex. Spike says they had a little fling. Nancy then questions about Spike and Buffy. They both say it was over, quick. "Is there anyone here who hasn't slept together???" Nancy asks. Xander and Spike glance at each other, then turn away awkwardly. Buffy gets back to the point, telling Anya this wasn't any small worm, it was huge! Spike says it was a Sluggoth demon, and asks Anya for confirmation. Anya admits to it, saying she liked to embellish a little bit. Xander tells her to Un-embellish and turn him back. "Bite me, Harris. I have rules to work with." Anya says coldly, then gets disgusted, saying they won't understand because they're all so human. Spike says "I'm not. I'm a demon, just like yourself." Spike gets up in her face and starts to give orders, but Anya starts looking at Spike in wonder. "Oh my god" she says repeatedly and questions how he did it. Spike starts to back away nervously as Anya presses him, asking him "How did you do it?" Buffy watches this with confusion as Spike tries to get away from the pressing Anya, telling her to shut up. He cocks back his arm and punches Anya. Nancy sees the weirdness and makes a hasty retreat as Spike punches a grounded Anya again, but Anya kicks Spike, sending him flying across the room, landing on a pool table. Rising up in demon face, Anya says "I am SO gonna kick your ass." Spike gets up and is ready for a fight, starting after Anya, but Buffy pulls him aside, trying to stop him. He spins around towards her and is now in his game face. Rock-ish fight music starts as Buffy punches Spike hard. He punches back, and the fight begins. Spike comments "Hey, I guess this would be first contact since you know when..." Buffy punches him again. Spike gets up again and is starting to lose it. Spike says to her that he really hasn't changed, smiling wickedly in her direction, but Xander calls out to Buffy, saying that Nancy took off and out there alone, she's worm bait. Buffy tells Xander to talk to Anya and try and reverse the spell while Buffy goes after Nancy. Spike wonders where everyone is going? Nancy walks down a side alley when the ground starts to tremble again. The pavement crumbles up behind her and starts chasing her, winding a path wherever she runs. Pounding on doors, looking for an escape, she calls for help and eventually runs and jumps on a fire escape. The rumbling briefly stops, but then starts again as she climbs. The fire escape starts to give as the worm is apparently battering the underside of the building! From a rooftop, Buffy sees all and runs to the rescue, with Spike trailing behind in full sprint. "What do you want me to do?" Anya asks? "Reverse the spell." Xander orders. Anya says he doesn't understand, it's not that easy. She can, but her bosses are on her case, and she doesn't wanna get them mad. Xander snidely comments that they're her new friends. She says she had friends, and co-worker... aquaintences and bridesmaids and everything, but something screwed it up. "What could that be, Xander?" she jokingly questions him. Xander asks her if she thinks it's his fault, to which she says none of this would have happened if he wouldn't have left her at the altar. Xander doesn't stand for it this time, saying that sooner or later that excuse just doesn't work. Climbing up the failing fire escape, the ladder gives way, JUST as Buffy swings into the rescue on a rope. They swing and drop into some soft garbage nearby, then both get up. The rumbling has stopped... for a second. The worm suddenly bursts up almost beneath them and Buffy stands back, wondering how to fight such a big monster with no weapon. Spike rushes in from behind her with a long metal pole and whaps the worm, saying "you've had your turn, love. Leave the real battles to the demons, yes? That's right, big bad's back, and looking for a little death!" Spike takes the pole and holds it like a spear, then lunges at the worm. Just then, the worm morphs into a human male, Robby. Spike can't stop in time and stabs Robby in the upper right shoulder. Spike howls in pain, clutching his head. Spike looks in horror at what he's done. "Sorry..." and pulls the pole out. Buffy rushes to Robby's aid, pulling out her cell phone and dialing 911. All the meanwhile Spike is muttering to himself. Spike goes over the edge again and has lost it. Buffy and Nancy look on as Spike mutters nonscense words. Buffy yells at him to take it somewhere else, but he fires back, saying it's not that easy. He then turns away as if talking to someone else "what the HELL are you screaming about? I can hear you! There's no need to SHOOOOUUUUT!!!" He laughs manically, then says he gets it.. Spike then says that "this" is all just beginning. He crouches near Buffy and looks her straight in the eye "The real headliner's coming and when he hits the stage, all of this will come tumbling in death and screaming, horror and bloodshead." He points towards the ground "And from beneath you, it devours." Spike sprints off into the night as Xander and Anya run up. Nancy looks coldly at Anya "You... you did this... what are you?" she says and then takes off herself. Anya looks sad as Buffy takes off too, telling Xander to look after the wounded Robby. Xander asks Anya if she knows she did the right thing, then says that she reversed the spell, which took guts. He comments that things could have gotten a lot worse. "Oh, it will be..." says Anya. Walking through a cemetary, Buffy sees a small light in the windows of an old church. She goes to investigate, opening up the door and walks amongst the empty pews. "It didn't work..." Spike startles Buffy, who spins to see him shirtless. He tosses the shirt to the ground "It didn't work... the costume..." "No more mind games, Spike" Buffy says. "No more mind games... no more mind..." Spike responds. Buffy asks him what happened, reaching for his scarred chest. He backs away, telling her not to touch him. He is very out of it, quite disturbed, nervous, not clear. He mentions he was looking for the "spark" and rambles on, then almost matter of factly, says "Flesh? Am I flesh to you? Feed on flesh... my flesh. Nothing else, not a spark. Fine. Flesh then... solid through, get it hard, service the girl." He starts to unzip his pants when grabs his hands, trying to stop him. He grabs her throat, but then she throws him a few feet and sends him crashing into some pews. He zips back up "right then, girl doesn't want to be serviced, because there is no spark." "Spike, have you completely lost your mind?" Buffy asks. "Well, yes, where have you been all night?" Spike answers. Buffy says she's there, she's listening, and asks what happened once and for all. Spike says he tried to find "it", the "spark" that would make all the peices fit. He gets paranoid and talks to her from the shadows. "I dreamed of killing you." he says calmly, which prompts Buffy to pick up a splintered piece of pew as a stake. He talks as if he wanted her to be dead because he cared for her, then says "Angel should have warned me.... it's here, in me, all the time... the spark." Buffy's face searches for words. "I wanted to give you what you deserved, and I got it. they put the spark in me, and now all it does is burn." "Your Soul..." Buffy says. "Bit worse for a lack of use." Spike answers. Buffy now knows Spike has his soul back, and asks her if it's what she wanted? He comments that everyone is in here (clutches his head), including "him", and everyone is now telling him to go to hell. Buffy questions why he would do it. His words come fourth, almost as if scripture. Buffy watches in stunned silence as he approaches a large cross at the front of the church. "Can we rest now, Buffy?" he asks as he leans and hugs the cross with his bare chest, his skin starting to smoke at it's touch. "Can we rest?"