Giles's new-found power brings Willow down momentarily and Giles magically binds her and leaves to catch up with Buffy. He explains the source of his powers and she tells him of everything that has happened but their reunion is short lived as Willow telepathically controls Anya and gets her to break the binding spell.
Buffy and Giles face off against Willow for a few rounds that destroy the magic shop and weaken Giles. He tries one last attempt to stop her by talking about Tara, but she isn't fazed and sends a fireball to finish off the nerds. Buffy races to save them and Xander from death and does barely, but ends up stuck in a large hole with Dawn while Xander is knocked unconscious and the Nerds flee.
Willow continues to attack Giles relentlessly and he counters, but to no avail. She draws his energy into her and is hit by a sudden burst of emotion. Willow feels so much pain and hurt in the world and she decides to end it all. Anya helps a dying Giles and learns of Willow's plan and heads to find Buffy, who is still stuck in the hole.
Willow communicates with Buffy telepathically and wants her to die fighting and makes a group of zombies appear in the hole. Buffy is hopelessly outnumbered and asks Dawn to help. Dawn kills a zombie and shows off some Slaying moves very similar to her sister.
Willow begins her plan to destroy the world on the edge of a cliff but Xander steps into her path to stop her. He starts to talk to Willow and appeal to her emotions by reminding her of her past and telling her that he loves her. She uses magic to physically wound him until the emotions drain her of her powers. Willow tearfully breaks down in Xander's arms as the magic drains from her and she returns to her usual red-haired appearance.
Giles recovers and tells Anya that his power was the key to stopping Willow, by tapping into her emotions so Xander could reach her remaining humanity.
As Xander comforts Willow on the cliff, Spike is informed that he has completed the test and has won the right to his prize. The demon places his hand on the vampire's chest and restores his soul.