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Buffy and Willow are talking at school about how much Buffy wants to do better than Faith in some Slayers tests required by the Council. All the while Willow is making a pencil float with her mind. When Buffy accidentally brings up Faith and Xander's close encounter the pencil goes flying and sinks into a tree.
Willow is stuck tutoring a jock which was assigned to her by Mr. Snyder. The jock has no interest in the tutoring and wants Willow to do his homework. This aggravates Willow.
In the library Willow tries to break into the Mayor's files. Faith looks on as she attempts this. Faith tells the Mayor in the next scene about Willow. He orders a vampire attack on Willow. We also get to see Faith's new place complimentary of the Mayor for being his new spy.
In the quad Willow runs into Buffy and Xander. Buffy makes the remark that Willow is reliable and this inflames Willow. Willow stomps off and runs into Oz. Oz wasn't at school because he and the band had a gig. Willow would have have liked to go but Oz told her he figured to she wouldn't wanted to have missed school. Willow mopes about how boring she is.
Onya approaches Willow to help her with a spell. Willow agrees and they try to perform it. During the spell Willow open her eyes and see images of the alternate world from "The Wish". Willow ditches Onya.
We see the bad Willow from the alternate world roaming the streets of Sunnydale. She is confused about why everything is different. She goes into the Bronze that is run by vampires in her world but is filled with mortals in this world. The jock the good Willow is tutoring is there. The bad Willow practically strangles him because she's bored. The only thing that stops her is Xander who is human in this world. Buffy comes up to the two of them and Willow snarls at her with her vampire face before leaving.
The vampires sent by the Mayor attack Willow in an alley. Willow beats them up and recruits them for her purposes. She wants this Sunnydale to be like the one she's from.
Xander, Buffy, and Giles are mourning Willow in the library when the good Willow walks in. They figure out there are two Willows but not how it happened.
Angel goes to the Bronze and asks Oz about Buffy's whereabouts. At that time bad Willow and her vampire recruits come and hold the Bronze hostage. Angel escapes to find Buffy. Willow kills one girl to set an example and Oz tries to talk to her. Before Willow can eat Oz Onya pops up from behind the bar where she was trying to buy a beer. Onya tells Willow she's in the wrong reality and that Onya can help her get back to her world.
Angel goes to tell the gang the bad news about Willow. He tries to explain it and then sees the good Willow and it totally confused. They make a run for the Bronze. Willow goes back to the library and is attacked by bad Willow. She manages to shoot bad Willow with the tranquilizer gun. The gang comes back and they put bad Willow in the cage.
The gang switches the two Willows' outfits and has good Willow pretend to be bad Willow so she can diffuse the situation at the Bronze. Meanwhile, Cordy walks into the library looking to flirt with Wesley when she sees Willow in the cage. Cordy takes the time to complain to Willow about how bad a person Willow is for stealing Xander. Finally, Cordy lets bad Willow out and it chased through the school by bad Willow. However, Wes scares Willow away with a cross and holy water.
Onya figures out the Willow at the Bronze is really the good one. Willow alerts the others and they come barging in. They slay a few bunch of vampires and the rest disperse. The bad Willow tries to strangle the good Willow but Buffy manages to get the bad Willow off the other Willow without hurting either of them. They do a spell and the bad Willow back to her world but no before good Willow gives bad Willow a hug and tries to convince her not to kill people. Bad Willow doesn't seem to want to not kill people and actually gropes good Willow. In her own reality bad Willow reappears to be pushed by Oz onto the same piece of wood she was pushed on in "The Wish" and turns to dust.
The next day Willow is determined to be the most boring, virtuous girl on the planet to make up for what the vampire her did. The jock comes up to Willow while she's talking to Buffy about this. It seems the jock was so scared by what happened the other night he actually did his assignment.
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