Buffy awakens to find Angel gone. Angel is in the street, still calling her name. A woman stops to see if he's in trouble, and he slays her. He's Angelus again. Meanwhile, the gang at school, who pulled an all-nighter trying to track down The Judge's parts, are worried about Buffy. She shows up and tells them what they just figured out -- The Judge is already assembled. Angel returns to the factory, and The Judge can't kill him, which confirms that he's pure evil once again.

Xander and Cordelia's secret smooching is witnessed by Willow, who's completely crushed. Buffy finally finds Angel in his apartment, but he's distant, snotty and generally obnoxious. She is devastated. Jenny's uncle says that if Angel experiences one moment of true happiness, his soul will be taken and Angelus will return. This freaks out Jenny, who realizes that many people will die. As Willow and Xander try to make up, Angel appears at school and asks Willow to approach him. Jenny shows up with a cross and Angel grabs Willow, trying to bite her. Buffy enters and he kisses her, then shoves her and leaves. Giles says some event must have triggered this transformation, but Buffy won't say, leaving Willow to figure out that they must have made love. Buffy goes home and sobs. She dreams of her special night with Angel, then of a funeral where Jenny is in black. She busts into Jenny's class, demanding to know what she knows. Jenny admits she's a watcher sent to keep Angel from happiness, so he'd pay for what he did. Buffy tells her to restore his curse to make him human again. Xander decides that even though no forged weapon could kill The Judge, that was way before today's technology, so he sneaks in an army base (using what he learned when he became a soldier on Halloween). Buffy, Giles and Jenny discover her uncle's body-- Angel killed him. The Judge, who was weak from all those years of not killing, is finally ready to take over the world. The gang wonders where he'll find the crowds he wants, since the Bronze is closed, and Oz suggests the movies at the mall. The Judge is there, preparing to vaporize everyone. Wielding the biggest, baddest gun imaginable, Buffy shoots The Judge. He's toast -- well, at least dismembered again -- and the crowd is saved. But Angel still wants to kill Buffy. She doesn't have the heart to slay him, but gives him a wicked kick in the groin, which knocks him to the floor. Giles warns Buffy that Angel is sure to keep pursuing her in his new evil incarnation, but he doesn't scold her for what happened. She and her mom have a belated birthday celebration, but Buffy doesn't even want to make a wish on her candle, and just forlonly puts her head on her mom's shoulder and watches a romantic old movie.