Buffy's nightmare about Drusilla killing Angel gives her a major wiggins. She tells Angel about it, afraid that Drusilla might still be alive, but he thinks there's nothing to worry about. They kiss a lot. That morning at school, Buffy is all swoony about Angel, and Willow encourages her to move their relationship to the next level. Willow works up the nerve to talk to Oz, the guitar-playing cybernerd who's been mooning over her, and he asks her out for the following night -- where he'll be her date for Buffy's surprise 17th birthday bash. When Buffy tells Giles and Jenny Calendar about her dream, Giles says it's possible that Drusilla is alive, and to be on alert. Sure enough, we see Spike and Dru at the factory. Spike is scarred and in a wheelchair but as evil as ever. Dru is planning a party, too, but it's a safe bet there'll be no chips and dip at this one.

A strange man approaches Jenny in class -- it is her uncle, and we discover she is actually a gypsy whose entire family was killed by Angel when he was the superevil Angelus. The uncle says it's not fair for Angel to have any happiness, so it's Jenny's duty to keep Buffy away from him. Jenny offers to take Buffy to meet Giles off campus, and they discover some vamps making trouble -- one of whom is the transcriber who once worked for Spike. As Buffy and one of the vamps scuffle, they go flying through the window of the Bronze where the surprise party awaits. Newcomer Oz is startled to see Buffy slay one of them, and now he's officially part of the gang. They open the box the vamps were carrying, and it contains an arm which reaches out and chokes Buffy. Angel explains there was a creature called The Judge who destroyed everyone who was righteous. He was finally dismembered by an army, but his parts still exist, and reassembling him would bring on armaggedon. Angel says he must take that arm to the other side of the world, and must leave by boat immediately. Buffy joins him at the dock to say goodbye, and he gives her a claddagh ring as a token of his love. As they say goodbye, the vamps are back and the arm is stolen.

Dru's party is in full swing, and The Judge is the main attraction. His first conquest is the transcriber, who he ignites with just a touch. When Buffy and Angel go to the factory to see if they can find any more parts, they see it's too late, and The Judge spots them. They escape to Angel's pad, where he finally tells her he loves her. They make love and go to sleep. An undressed Angel awakens with a start and runs outside, suddenly fully dressed in black, and collapses. He calls Buffy's name but she stays asleep.