Spike, while bringing flowers to the Summers home, runs into Willow and Xander, who accuse him of taking advantage of the situation to score points with Buffy. Spike makes it clear that the flowers are a sincere gesture because he liked Joyce, noting that she was the only one in the whole "lot" who had ever treated him decently. He tosses the bouquet down and leaves, and Xander and Willow recognize the sincerity of his gesture when they see that he hadn't included a card with the flowers.
The next day, a small group of people gather at a cemetery for Joyce's funeral. Dawn leaves with Tara and Willow; when she asks their help in performing a resurrection spell on Joyce, they are shocked and refuse, explaining that it is wrong to use witchcraft in matters of life and death. After making love, Anya tells Xander how special it is to be able to have children, and how sex has become much more meaningful. Ben encounters Jynx and says he will not help Glory and he is tired of her games, but accidentally makes a comment that leads Jynx to conclude that the Key is human. Not wanting Glory to learn that fact, Ben stabs the minion with a knife. Hours later, after the sun has set, Buffy still stands at Joyce's grave and Angel appears beside her. Angel does his best to comfort Buffy when she worries how Joyce's death will affect her future. Buffy asks him to stay with her forever and the two kiss sweetly, but pull away, knowing nothing more can happen. He stays with her for the remaining moments before the sun rises.
The next morning, Dawn is sulking over Willow and Tara's refusal to help her, but before she leaves, Willow magically pulls out a book on the bookshelf to make it noticeable. Alone, Dawn notices the book. Later, at the Magic Box, Dawn searches through books, sneaking up to the second level when Giles tells her that's where he keeps the most dangerous books. She leaves unnoticed with several items. While collecting dirt from Joyce's grave that night, Dawn is caught by Spike, who shocks her by offering to help and demanding that Buffy never find out.
Meanwhile, Glory fumes about Ben after Jynx returns to her wounded. She quickly cheers up when he informs her that the Key is human. Spike takes Dawn to a man named Doc for help in resurrecting Dawn's mother. Doc provides them with supplies, telling them they still need a Ghora demon's egg and a picture of Joyce - which will break the spell if torn - but advises Dawn that the results could not be what she wants. Spike takes Dawn to a Ghora demon nest, where he plays interference with the demon while Dawn gets the egg, getting wounded in the process.
Tara realizes that a witchcraft book is missing from the shelf and after concluding that Dawn took it, she and Willow decide to call Buffy. Buffy hears about Dawn's spell just as she is finishing it upstairs in her room. When Buffy confronts her, the two girls get into a vicious argument about their different ways of dealing with their mother's death. Dawn accuses Buffy of being so busy arranging everything that she doesn't care that their mother is dead, earning herself a slap across the face from her sister. Buffy immedietly regrets her action and admits that she's keeping busy so she doesn't have to think about what's happened, because when she stops then her mother is really gone. A shadow of a figure passes by the front window followed by a knocking on the door, and Buffy, hoping it's Joyce, rushes to answer the door. Dawn realises that she can't put Buffy through this ordeal and rips up the photo, and when Buffy answers the door all she finds is an empty step. This is too much for Buffy and she starts to cry, finally facing the reality of her mother's death, and a sobbing Dawn joins her on the doorstep and they both collapse to the floor united in their grief.
Writer and director Marti Noxon says, "To me, the idea of wanting to defy death is just an inherent, almost mythological, iconic notion. It’s something we can relate to...a universal longing." She says the idea for this episode arose from the idea that Dawn would be in the bargaining stage of mourning, and "if you were in Sunnydale and someone you loved died, you would absolutely call on the forces of darkness" to resurrect them.