Mayor Wilkins needs a favor, and to get Faith to do it for him, he gives her a gift - a beautiful new dagger. He tells her that a package is arriving tomorrow night from South America that is crucial to his ascension, and he wants Faith to pick it up for him. Faith dutifully heads to the airport, where a propeller plane lands in the misty night. A courier steps forth, but before he can deliver the package, Faith shoots him through the back with an arrow. She then gets into a limousine with the vamp-lackey who brought her there and drives off.

Buffy and Angel, meanwhile, are busy slaying a couple of vampires. After they've finished them off, Buffy laments to Angel that she feels she's in a rut. She's beginning to realize that her future with Angel is going to have some limitations. Another limitation she's thinking about is her college choice. Though she's gotten into Northwestern, which makes her mother very excited, she knows she still has obligations in Sunnydale, and doesn't know if she'll be able to go away to college. Willow is also contemplating her college choices, as she has recently received acceptance letters from Oxford, Yale, MIT and Harvard, among others. Xander is thinking about hitting the road, a la Jack Kerouac. Cordelia, as usual, has some snide comments for them all.

Buffy finally decides she wants to leave Sunnydale, and goes to Wesley to tell him. Wesley tells her she can't leave Sunnydale, especially with Faith gone bad and the Mayor's ascension coming up. Buffy asks him if she could go if she can stop the ascension, which would mean Wesley and Giles would only have to take care of the run-of-the-mill stuff, and she could take care of the major stuff when she came home on breaks. Wesley and Giles consider the possibility, but tell Buffy that to consider it seriously, Buffy would have to stop the Mayor's ascension. She suggests taking the fight to them - taking the offensive rather than just waiting for it to happen to them. They all agree that it's a good idea, and Buffy heads off to find out what Faith and the Mayor are up to. She heads to City Hall, where she spies Faith bringing a big box inside.

The Mayor is quite excited to see the box. He has the box taken to a room upstairs and secured. Outside, Buffy stops the limo that has just dropped Faith off, smashes through the driver's-side window and yanks the driver through it. She asks him about the box.

When she returns to the Library, Buffy tells everyone that the box is the Box of Gavroc. It houses demonic energy, and the Mayor needs to devour its contents before Ascension Day. Xander, Willow, Buffy, Giles and Wesley devise a plan to get the box, and start to work.

To get to the box, they will need a potion to break the shield that protects it. Willow researches a formula, and Xander and Oz concoct the potion. With the potion in hand, Buffy, Willow and Angel climb to the top of City Hall, just above the room where the box lies. Opening the skylight, they peer down at the box below. Willow recites a spell, then sprinkles the potion down onto the box. The protective shield dissolves. Angel then straps Buffy in a harness and lowers her through the skylight and down to the box. When she grabs the box, an alarm goes off - and as Angel tries to pull Buffy back up, the harness gets stuck. Two of the Mayor's vamp-lackeys respond to the alarm and rush into the room. Since the harness is still stuck, Angel drops down into the room to join Buffy in fighting the two vamp-lackeys. After an extended fight, Angel and Buffy knock down the vamps and run out of the room. Racing out of City Hall, they jump behind a bush to hide. When a van pulls up in front of City Hall and then speeds away, the vamps chase after it, thinking Buffy and Angel are inside.

The vamps return to City Hall empty-handed, and Mayor Wilkins is not happy to find that the box is stolen. But while he's lost the box, he's gained something - Faith has captured Willow.

Back at the library, the gang tries to figure out what to do about the box - and Willow. Xander proposes an assault to get her back. Buffy suggests they can trade the box back to the Mayor in exchange for Willow. Wesley doesn't think that's a good idea; he argues that thousands of lives are at stake, and that Willow's one life is not worth more. He argues that they must destroy the box and stop the ascension, and find another way to get Willow back. Buffy, who is quite upset, says there is no other way. Oz helps make the group's decision when he slams a pot against the wall. He doesn't say anything. He doesn't have to. They will make the trade.

Back at City Hall, Willow is trapped, and looking for a way out. One of the Mayor's vamp-henchmen comes in, and menacingly readies to take a bite of her. Willow floats a pencil behind him, and before he can bite, she uses the pencil to slay the vampire. She then escapes from her shackles, and begins to roam City Hall. Wandering into the Mayor's office, she finds the Books of the Ascension in his closet and begins to read. She's so engrossed in the books she doesn't even notice Faith walking into the room. Faith is ready to kill her. Willow buys herself some time by talking to Faith about the choices she's made to give up being a slayer, and that those choices have left her alone, but she can still come back to their side if she wants. Mayor Wilkins then walks in the room, interrupting the conversation. He's received an interesting phone call...

A meeting has been arranged for the school cafeteria. The Mayor brings Willow, and Wesley, Giles, Angel, Oz, Xander and Buffy bring the box to make an exchange. Before the exchange is completed, Principal Snyder breaks in on the meeting, with two policemen in tow. One of the policemen, examining the box, opens it - and a giant spider jumps out and gnaws on his face. After snacking on the policeman, it scampers away - and lands on the Mayor's face. Faith wrestles it off him, and since he's impervious to harm, he quickly heals. Principal Snyder doesn't quite know what to make of all of it. Buffy runs over and shuts the box, but not before another of the spiders can escape. One of them lands on her back, and she falls backwards to crush it. Spying another one along the wall, Faith kills it with her dagger.

After the exchange, back at the library, Giles asks Willow what she can remember from the books. Willow says she can't remember much - it was a little wordy for her - then with a grin pulls out a few pages she managed to tear from the book. Though they now know more about the Ascension, the Mayor has the Box of Gavroc again, which means they are basically back where they started.

Buffy is still thinking about dealing with the Mayor, but her future is weighing heavy in her mind as well. She tells Willow that she feels she'll never get out of Sunnydale. Willow, though, says that might not be so bad - she's decided to stay at home and go to UC-Sunnydale, and so they'll be able to stay together as friends. Willow explains that she realized she wants to fight evil, and help people, and she feels she can do that best in Sunnydale, which is why she wants to stay. It's a good fight they're fighting, and she wants to keep fighting it.