"There's moments in your life that make you, that set the course of who you're gonna be. Sometimes they're little, subtle moments. Sometimes... they're not. I'll show you what I mean."
Galway, Ireland 1753: Liam, the man who will become Angel, is kicked out of a tavern along with his friend because they ran out of money. The friend slumps in the snowy road while Liam is lured into an alley by a beautiful blonde. The mysterious blond woman is Darla. Telling him to close his eyes, Darla then sires Angelus.
Sunnydale, present: Buffy tries to send a war message to Angelus via a vampire, who refuses to do the chore. She stakes him as Angelus watches from afar and simply says "Soon" before leaving. The next day, Giles visits a museum that just discovered a big stone block. The man in charge, Doug Perren, agrees to wait for Giles to examine it when Giles discovers an opening in the rock. In the cafeteria, the Scoobies (including Oz) are discussing the Angelus situation, and Buffy tells her friends that she is ready to kill him. Then Principal Snyder comes over to make everyone's lives a little miserable, and makes no secret of the fact he'd love to expel Buffy before leaving. Willow then offers to help Buffy study for the chemistry final.
London, 1860: Drusilla is a young Catholic who enters a confessional booth just as Angelus kills the priest behind the screen. She tells of unwanted visions such as one of a cave-in at a mine that happened that morning. He derides her as a devil child before finally agreeing to let her go with ten Our Father's and an Act of Contrition.
Sunnydale, present: Drusilla lets Angelus know what she and Spike read in the paper about the museum's new discovery. They decide to pay a visit to the curator. Meanwhile, Buffy is struggling with Willow's lesson when her pencil slips to the floor beside the floppy disk Ms. Calendar had left beside the teacher's desk. Willow pops the floppy into the computer and they are horrified when they realize the content.
Romanian woods, 1898: The body of a young Gypsy girl lies on a table next to a fire as an elderly woman recites a curse. Angelus is running desperate through the woods towards the camp. The woman completes the ritual and Angelus falls to the ground. His eyes glow and his soul is restored. A Gypsy elder emerges beside Angelus-now-Angel and explains the curse to him that he will soon remember the girl's murder and now have remorse for every vile act he committed.
Sunnydale, present: Giles explains that the ritual requires much knowledge about magic, but Willow is undeterred. Xander believes that Angelus should die for his crimes and upsets Giles with his comments about Ms. Calendar. Xander thinks Buffy is selfish. She leaves to clear her head and encounters fellow Slayer Kendra, who has returned with information that a dark power is about to rise in Sunnydale. At the same time, Drusilla kills the curator while Angelus and his minions steal the statue. Angelus returns to tell Spike the story of Acathla, a demon that came to suck the world into Hell. A virtuous knight stabbed him in the heart before he could draw a breath, but someone worthy can remove the sword to awaken Acathla. Angelus wants to make history end. Kendra has brought a sword blessed by the same knight who stopped Acathla.
Manhattan, New York 1996: A dirty Angel stumbles aimlessly through the streets, looking like a derelict and ends up in an alley lined with trash, where he attempts to kill a rat for food. A good demon named Whistler appears out of the darkness and asks for a chance to show him something so he can make a choice about whether he wants to change.
Los Angeles, 1996: A black car stops in front of Hemery High, and Angel rolls down the window just enough to catch a glimpse of a young Buffy exiting with three friends. She is a bit vain and definitely spoiled. Then a Watcher named Merrick finds her and shocks her about some destiny fighting vampires. He then observes her in a cemetery staking her first vampire rather clumsily. He sees her go home to a mother who seems a bit more understanding than a very disgruntled father. Angel decides that he wants "to be somebody."
Sunnydale, present: Angelus kills a human, spreading blood on his palm, then recites an incantation in Latin, and tries to pull out the sword in vain. Spike is amused, but Drusilla is not. Angelus decides to pay a visit to an old friend to find out what he should do to complete the ritual. The next day, Buffy and Willow are taking an exam when a vampire walks to the front of the classroom and self-immolates, telling Buffy as she is killed by sunlight that she must meet Angelus that night. Buffy asks Willow to perform the restoration as a safety measure and Kendra to protect her friends.
Buffy finds Angelus at the cemetery and they start fighting. The two trade blows for a while, before he reveals that this is simply as distraction to get her away from the others. Buffy is horrified that she's been tricked into leaving her friends unprotected and immediately makes a run for the school as Angelus taunts her. Willow begins the restoration spell; however, an army of vampires invade. During the struggle, Giles is knocked out, Xander's arm is broken and Willow has a bookcase pushed down on top of her and she receives the full force of the impact. Cordelia is the only one able to escape. Drusilla enters and hypnotizes Kendra before slicing her neck. Kendra falls to the ground, motionless. The vampires then remove an unconscious Giles and leave. Meanwhile, Buffy bursts into the school and makes a desperate run down the hallway...
"Bottom line is, even if you see 'em coming, you're not ready for the big moments. No one asks for their life to change, not really. But it does. So what are we, helpless? Puppets? No. The big moments are gonna come. You can't help that. It's what you do afterwards that counts. That's when you find out who you are."
Buffy enters the library and surveys the carnage in horror. She rushes to Kendra's body and realizes that she's dead, and takes her hand. She reaches to Kendra's face with her other hand and strokes it gently. As Buffy mourns her fellow Slayer, a police officer appears and tells her to freeze...
"You'll see what I mean."