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Meanwhile, the mayor is feeling very smug about the box and all that Faith has helped him accomplish. He gives Faith a gift, its a huge, twistedly designed knife. Faith is overjoyed!
Angel, Willow, and Buffy sucessfully manage to sneak into city hall and obtain the box however in the hurried get away Faith captures Willow. They lock her into a room but Willow uses her witch skills to levitate a pencil to kill the vampire guarding her and runs. She ends up diving into the mayor's office and finds the books of Asension. She actually sits down to read them! Faith comes along and grabs her once more.
Back in the library the gang is deciding its next course of action. Wesley believes destroying the box is more important than Willow's life, but Buffy disagrees with him. Finally, after much arguement Oz breaks a vital instrument that would destroy the box. Left with no other alternative Wesley finally has to shut up and let Buffy trade the box for Willow.
They meet in the school cafeteria to make the trade. Faith's got her new knife on Willow waiting for a command to be allowed to use it. The mayor instead takes the time to point out some obvious things concerning Buffy and Angel's relationship, such as Buffy will start to resent Angel when she starts getting old and gray and he stays his handsome self. As well as making obvious remarks about Angel robbing the cradle. The mayor's remarks make Angel pause to think but Buffy on top of everything else does not want to hear truth like this from HIM! She tries to hurry along the exchange but Principal Snyder bursts in thinking he's making a drug bust. When some of the police officers grab the box and accidentally open it Snyder see how wrong he was. HUGE spiders crawl out and attack, one kills an officer before Buffy manages to kill it. Faith kill another by throwing her knife across the room. The mayor grabs the box and with a parting taunt takes him leave, Snyder has already run along with the police, leaving Faith staring at the spider she just killed. The mayor keeps calling her name and finally Faith snaps out of the trance she's in and follows him. The gang and Buffy are exactly the same spot they started out at.
The next day Willow approaches Buffy who is sitting under a tree. Willow informs Buffy she wants to help people and fight evil so she is going to go to Sunnydale University with Buffy, even though she had many great offers from colleges all over the country. Buffy is ecstatic and gives Willow a big hug!
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