aired on: May 14, 2002

written by: Marti Noxon

directed by: David Solomon

Willow arrives at the Magic Box, determined to gain strength. Anya protests, but Willow puts the whammy on her and pulls dark power from dozens of black magic books.

Terrified that Buffy is coming after him, Warren has discovered the location of Rack's hidden lair and convinces the pusher to set him up with spells and protection. Rack senses that Buffy isn't the one he should be worried about, since Willow's the one on the rampage. "She's gonna blow this town away," Rack says, "starting with you."

At the hospital, doctors work on Buffy until a black-haired Willow bursts in. Effortlessly, she lifts the bullet from Buffy's body and heals her. Willow can sense Warren's essence, and with Xander and Buffy in tow, locates him riding a bus headed for the border. She draws Warren off the bus and throttles him, only to discover he's a Bot. She finally confesses to her friends that Tara's dead, and Warren did it. Disappointed but determined to find the real villain, Willow heads off down the lonely road, using a spell to prevent her two best friends from following her.

Xander and Buffy return home to find a shivering, distraught Dawn watching over Tara's body. After the body is taken to the morgue, Buffy, Xander and Dawn try to figure out how to deal with Willow. Although Xander and Dawn both think Warren deserves punishment, Buffy doesn't want it to come from Willow, since "the human world has its own rules for dealing with people like him." Despite Xander's worries, Buffy wants Dawn to stay with Spike; Buffy knows he wouldn’t harm Dawn. But when they arrive at the lair, Clem tells them Spike took off for parts unknown. Dawn stays with Clem, even though she wants to help Buffy.

Since he flew the coop, Spike has managed to get to Africa. He locates a cave-dwelling demon, a seriously Big Bad, to help him get rid of the chip in his head. It's going to be torture, literally, but Spike won't back down.

Xander goes to Anya for a spell to find Willow and discovers that Anya has returned to her old vengeance-doing ways. With her power, Anya can sense Willow's desire for retribution, and for Willow's sake, decides to help Xander and Buffy find her. They set off into the woods, Anya's nose for vengeance leading the way.

Meanwhile, Willow's on the hunt in the forest, knowing Warren isn't far. Out of nowhere, Warren leaps out and buries an ax in Willow's back. He knows he's in trouble when that doesn't even phase her: she simply plucks the ax from her back and continues after him. He tries other puny tricks to ward her off, but to no avail. Willow ensnares him with tree vines, conjuring up Katrina, Warren's first kill, to taunt him. Willow takes the bullet she pulled from Buffy's body and slowly bores it into his chest, stitching his mouth shut as he pleads for his life. "Can you feel it?" she asks ominously, and releases his lips so he can beg for mercy. Just as Anya, Xander and Buffy stumble upon the scene, Willow flays Warren alive. Horrified at the sight, Buffy asks, "What did you do?" Willow is unrepentant. "One down," she says, and disappears in a swirl of light.