aired on: March 16, 1999

written by: Douglas Petrie

directed by: David Grossman

After a rather uncomfortable time at the movie theater, Angel and Buffy remind themselves that they can still love each other completely without going all the way. Their kiss is interrupted by the arrival of Faith, who has been cleared by the Council to resume her Slayer duties. Buffy leaves Angel to join Faith on a nightly patrol around town. In one of the cemeteries, they encounter a demon who offers to sell them the Books of Ascension for the price of $5,000. He mentions the Mayor's interest in the books, which motivates Buffy to stop Faith from killing the demon. Buffy wants to know more about these books and why the Mayor would want them. After Buffy heads home, Faith reports to the Mayor about the demon and his offer. Mayor Wilkins orders Faith to hunt down the demon, kill him, and retrieve the Books of Ascension.

In the library the next morning, Buffy tells Wesley and the others about the previous night's patrol. Following a tip from Willow, Giles locates a passage in one of his texts that refers to the Ascension. On the supposed day of a previous Ascension, an entire town was apparently wiped out. Cordelia enters the library and indirectly asks Wesley out for dinner later that week. Meanwhile, Faith tracks the demon all the way to the apartment where he's been staying. She attempts to kill the demon with one stab of her knife, but the demon doesn't give up so easily. After a rough struggle, the demon finally dies, leaving his blood on Faith's hands. Faith stares at her hands for a moment, visibly shaken. She then collects the books and leaves. Later that night, Faith visits Angel at the mansion. She shows him her hands which are still stained with the demon's blood. Angel listens as Faith expresses her dismay over possibly losing control. Angel embraces her for comfort, leading Faith to try to initiate a kiss. Angel backs off, reminding Faith that his heart belongs to Buffy. As Faith leaves, she gives Angel a small kiss on the cheek. This kiss is witnessed by Buffy, whose arrival at the mansion goes unnoticed. At City Hall, Faith tells Mayor Wilkins that she failed in her plan to give Angel the moment of true happiness required to lift his soul. The Mayor decides to take another course of action.

The next day, Wesley instructs Buffy to take Faith and find the demon. Xander arrives with the demon's address, which he obtained by bribing Willy the bartender. Buffy is reluctant to bring Faith along, who soon shows up and is filled in on their orders. Buffy and Faith enter the demon's apartment and find his dead body on the floor. During their assessment of the scene, Buffy senses something wrong about Faith's behavior. Meanwhile, Mayor Wilkins summons a shrouded man to his office for a special job, one that involves the removal of one's soul. Back at Sunnydale High, Buffy tells Willow what she saw at the mansion between Angel and Faith. Willow assures Buffy that she has nothing to worry about, for Angel would never fall for Faith's moves. Little do they know that Faith is at the mansion at this very moment, putting the moves on Angel once again. When he places his hands on Faith's shoulders to let her know that everything will be okay, she douses a dark liquid onto the center of Angel's chest. The shrouded man suddenly appears out of nowhere and casts a spell that surrounds Angel in a field of energy. Once Angel falls to the floor, the shrouded man disappears. When Angel gets back up, he's in full vamp-face, hungry for Faith's kiss. After they part lips, Angel knocks Faith to the floor. He thanks her for turning him back into the evil Angelus. Faith whips out her stake and forces Angel to listen to her. When he finally agrees, Faith leads him to the Mayor's office... but not until after they kiss again on the floor.

At the library, Willow notifies Wesley, Giles, and the others that her computer searches for the Mayor's files have turned up as dead ends. Oz suggests researching the Mayor at the Hall of Records. While Wesley, Willow, Oz, and Cordelia head to the Hall of Records, Xander decides to patrol the streets for any further information. Buffy, in the meantime, heads back home to prepare for an investigation of Mayor Wilkins' office. At the office, the Mayor has a hard time getting Angel's undivided attention. Angel tries to kill Mayor Wilkins with a letter opener. However, the Mayor reveals his invulnerability to the vampire. Mayor Wilkins then orders Angel and Faith to take care of the other Slayer in town. On their way to Buffy's house, Angel and Faith see Xander walking down the street towards them. Xander tries to find out where they've been, but the only response he gets is a right hook from Angel's fist. As Xander falls to the pavement, unconscious, Angel and Faith continue walking without missing a step. Joyce lets both of them into the house. Upstairs, Angel and Faith tell Buffy that they have the Books of Ascension at the mansion, and they want Buffy to be with them when they deliver the books to Giles.

At the Hall of Records, the gang locates an old photograph of Mayor Wilkins that was taken a century ago. As Wesley realizes that Mayor Wilkins must be over a hundred years old, Xander arrives to tell them about the return of Angel's bad self. Wesley suggests that they inform Giles, but Xander's news of Faith's involvement leads them to look for Buffy immediately. Buffy follows Angel and Faith to the mansion. Once there, Angel reveals his recent change in personality to Buffy. Attempting to escape, Buffy finds her exit blocked by Faith. Angel knocks Buffy out cold, then ties her up in chains. When Buffy comes to, Faith explains her reasons for taking the path she's taken. Faith couldn't tolerate being in Buffy's shadow ever since she arrived in Sunnydale. The popular belief that Buffy is superior to Faith has driven the new Slayer to where she is today. Buffy taunts Faith by claiming that she can stop the Mayor's Ascension. Faith laughs this off, telling them that the Ascension cannot be stopped and will take place, as planned, on Graduation Day. With this information out in the open, Angel drops the evil Angelus act, while Buffy drops the chains that were supposedly restraining her. When Faith realizes that it was all a set-up, she shoves Angel to the side and attacks Buffy. Wesley, Xander, and the rest of the gang arrive just in time to see Angel falling towards them. As Angel and Xander go down, Buffy and Faith battle to a stand-still, with a knife held up to each other's throat. Faith calls Buffy's bluff, then runs out of the mansion.

Mayor Wilkins comforts Faith at her new apartment by reminding her that once the Ascension takes place, her broken friendship with Buffy and the others will be irrelevant. At the library, Giles thanks the shrouded man for participating in the scheme to expose Faith and the Mayor's plans. The shrouded man announces that his debt to Giles has been paid. After the shrouded man disappears into thin air, Giles informs everyone that he introduced the shrouded man to his wife -- thus, the debt. While Wesley and the others discuss the newly-learned information concerning the Ascension and its date, Buffy reminds Xander that Angel was only acting when he punched him. However, Buffy doesn't seem so sure of her own words. Later, Buffy visits Angel at the mansion. He assures Buffy that he never meant to take the act so far as to hurt her. Disturbed by the harsh reminder of what Angel could become again, Buffy insists that they put their relationship on hold for a while.