We see Mr. Trick in the Mayor's office with the swords. Mr. Trick thinks these new vampires in town might be trouble but the Mayor blows it off. Alan, the Deputy-Mayor, thinks they should postpone the "Ascension". The Mayor thinks this is a bad idea.
At school the next day Willow is going through her early college admission packets. It seems every college under the sun wants Willow and she is totally into this "wooing" phase. Buffy and Willow make a study date for chemistry.
Buffy goes to the library to find Giles. She finds him but she also finds her "new" watcher Wesley. Wes is annoyingly eager. He asks Buffy about patroling and she brings up the vamp with the swords. He manages to find a book about a cult of vampires famous for dualing. They followed a demon named Balthasar who is dead but had a powerful amulet. Wes guesses that the vampires are in town to find the amulet. He sends Buffy to a tomb to find it. Faith blows off the new watcher which leaves Buffy with all the work.
However, Faith does show up at the tomb in time to pressure Buffy into following the cult of vamps into the sewer. There they have a big fight and get the amulet. Faith gets Buffy into partying hard and taking unnecessary risks. Buffy also gives Wes the amulet.
Faith uses her new infuence on Buffy to get Buffy to skip out on her chemistry test to go slaying. Afterwards they rock out at the Bronze where Angel finds them. Angel tells Buffy that Balthasar is still alive and in a certain warehouse. At that time Wes comes to the Bronze to talk to Buffy. Buffy takes the amulet from Wes and gives it to Angel to keep safe.
We see Balthasar and he is one ugly, disgusting, and fat demon! He sits in a huge tub where water is constantly poured on him by a minion. He has the power to grab people across the room and bring them to him with his mind. Buffy and Faith spy on him and decide they need some heavy artillery before barging in. Just there luck there's a weapons store across the street. Buffy and Faith break in and steal some crossbows and knives. We learn Faith's motto: Want. Take. Have. Unfortunately some cops come and arrest them. The girls manage to escape the cops while they are riding in the squad car. They hunch over and kick the wire mesh thing in the car into the cops heads. The car runs off the road and crashes. The girls get out. Buffy wants to call 911 but Faith just runs so Buffy follows.
At the Mayor's office there is another meeting going on with Mr. Trick and Alan. This time when the Mayor opens his liquor cabinet one of the sword-cult vampires jumps out and tries to kill the Mayor. Mr. Trick knocks the guy out. The Mayor orders Mr. Trick to put him back into the cabinet for later....
The next morning Buffy checks the newspaper for any news on the cops because of her guilt. She is visibly relieved when there appears to be nothing about them in the paper.
Willow is over later and she wants to help Buffy go patroling. Buffy tells her she doesn't want her to get hurt and leaves. Later, Giles and Wes are kidnapped by Balthasar's minions. Buffy and Faith are on a slaying role on their way to the warehouse. They race through the alleys and vampires keep jumping out at them. And, then someone unexpected is around a corner. Buffy stumbles and realizes seconds before Faith puts the stake home that the guy is a human not a vampire. She tells Faith not to but Faith is already almost through the motion and doesn't stop in time. The guy is Alan the deputy mayor. Buffy runs for it leaving Faith behind. Buffy runs into Angel. Angel sees the blood on Buffy's hands but she tells him it is nothing.
Meanwhile, the Mayor is standing in the middle of a pentagram reciting a spell. Some light and noise happens and then he tells Mr. Trick who is standing nearby to help him test if the spell has worked. Mr. Trick obliges by letting the sword-cult vampire from the cabinet out of a cage. The cult vamp uses his sword to slice the Mayor's head in half. The Mayor should be dead but he heals the wound and there isn't a scratch on him. Mr. Trick kills the vampire while the Mayor takes out a notebook. He puts a checkmark next to the phrase "become invincible". The Mayor explains to Mr. Trick that now nothing can hurt him before his "Ascension". He also ponders why Alan isn't there to witness what happened.
Balthasar has Giles and Wes before him and the terrified Wes tried to make a deal with Balthasar in exchange for his safety. Giles yells at him but Balthasar lets Wes continue. Wes says he'll get the amulet for the demon. The demon wants to know where it is and Wes says it's with some man whose name he doesn't know. That's when Angel storms in all vampire face and starts kicking butt with Buffy. Buffy beats up and slays the minions and finally Balthasar. Just before he dies Balthasar tells Buffy that it would have been better if he'd gotton his amulet because after the "Ascension" happens she'll wish she was dead. Which causes us to make a connection between the Mayor and this demon because earlier in this episode the Mayor made a vague remark about it being a long time since he saw this vampire cult. We also see Faith go back to where Alan's body is.
The next day Buffy goes to Faith's motel to talk to her about Alan and what they should do about the body. Faith tells Buffy not to worry because she weighted the body and threw it into the ocean. Buffy argues with her that it doesn't matter they still killed a person and that won't go away. Faith blatantly tells Buffy that she doesn't care.