Giles informs Buffy that he is leaving and Buffy takes the news very badly. He knows she is too dependent on him and he must leave if she's ever going to survive on her own, he has to leave. Without her magic, Willow is late getting ready to leave the house so Tara and Dawn leave without her. She then uses magic to get dressed quickly and starts another spell by the fireplace that will make Tara and Buffy forget the damages of the spells Willow used on them.
The whole gang, including Spike--who is on the run from the loan shark--gather at the Magic Shop during the day. Giles confesses that he is leaving and Buffy tearfully reveals how she's feeling deserted by everyone. Willow has a crystal in her pocket that was used with her forgetting spell and it glows brightly in her hand before the whole gang falls unconscious. They wake up later that evening with absolutely no knowledge of who they are or where they are. Spike suspects he's Giles's father and Anya assumes she's married to Giles. Everyone figures out their names from their ID's and necklaces except Buffy, who names herself Joan and Spike, who gets his name Randy from the inside of his stolen coat.
A couple of vampires outside the shop scare the entire gang and they hide in fear. Looking for Spike to repay his debt, the vampires attack the shop. Joan discovers she's a superhero when she stakes one of the vampires and saves Randy. Anya and Giles stay at the shop while Joan and Randy run outside to fight off the vampires. Randy unknowingly assumes his vampire visage to fight off the vampire thugs, which sends Joan running away in fear.
The rest of the Scoobies retreat to the sewers but they encounter vampires down there too. Anya turns to a random page in a book and reads the incantation there, which causes a bunny to appear and frighten her. Joan attacks Randy when he catches up with her and informs him that he's a vampire. He's confused by it, but assumes that he's a good vampire--a vampire with a soul--because he doesn't want to bite her. The loan shark and his minions attack the two and a fight ensues.
Anya continues to try random spells, which makes many more bunnies, a dark green cloud to form inside the shop, and a big beast to appear. Giles and Anya fight while hiding behind the counter and Giles reveals that he found a one-way plane ticket in his pocket for London. When all the magic is reversed, Anya begs him not to leave her and they kiss. Xander fights with the vampire chasing them in the sewers and finally stakes it. Xander accidentally steps on the crystal that fell from Willow's pocket and breaks the spell on them all.
Tara and the others realize that Willow used magic, despite her promise. The spell worn off, Buffy is stunned enough to take a few painful hits while Spike finishes off the rest of the vampires and promises to make up his debt to the intimidated loan shark. Tara packs all of her things into boxes while Willow cries in the bathroom then, with a cold reaction from Dawn, she leaves. Regretfully, Giles takes his plane back to England. Spike finds Buffy at the Bronze, but she turns away from him and he leaves. She doesn't let him get far though as they kiss passionately beneath the stairs of the Bronze.
