A mysterious man searches Sunnydale High at night to find Giles. A demon woman, Deirdre, kills him as the noise is drowned out by Buffy's workout music. The demon disintegrates into liquid.
The Scoobies play a game of "Anywhere but here." Giles wants the group to be ready to patrol the next blood transport vehicle.
Jenny Calendar wants to have a special weekend with Giles. She wants them to stay in together. They kiss in the hallway.
The police arrive in the library to question Giles about the homicide. They need his help to verify a dead body: it's his old friend Philip Henry.
Buffy and Angel stop vampires from stealing the blood on the transport vehicle. She goes to see Giles, but he refuses to see her.
Giles calls back to England to check on another friend and she has died as well. He reveals that he has the same tattoo as Philip.
The body of Philip rises from the dead as the demon.
Buffy visits the computer room class and asks the others if they noticed anything strange about Giles. Cordelia reveals that the police came to question him.
Ethan Rayne is hiding away in the library. Buffy finds him as he is looking for Giles.
The demon Philip barges into the library in search of killing Ethan. They lock the demon away in the cage, but he breaks free and dissolves into liquid after knocking Jenny down. The demon has possessed Jenny.
Giles refuses to share any details about the demon. He leaves to take care of Jenny.
The group realizes that Eighon has transferred into Jenny's body. Jenny (as the demon) tries to seduce Giles and then decides to try to kill him. Buffy saves him in time.
Giles reveals the demon was summoned when he was a teenager with his group of friends. Eighon has returned to kill them all one by one.
Buffy visits Ethan to protect him, but he knocks her out. He drugs her and plans to add her to the club. He begins branding a tattoo on her.
Cordelia and Xander almost fight after bickering. Willow breaks it up.
Ethan removes the tattoo off of her arm. The demon Jenny arrives and Angel starts choking her. The demon escapes from her body and jumps into Angel's body; Angel's body rejects the demon and kills it.
Jenny and Giles's relationship is a bit strained after the demon attack. He reaches out to help, but she needs space.