Buffy and Angel leave the Sun Cinema after seeing a film called Le Banquet D'Amelia — which turned out to be much steamier than they'd expected. To prove that he isn't going to lose control, Angel kisses her, but their sweet moment is cut short when Faith shows up for patrol. While out hunting for the bad guys, the two slayers run into a demon who offers to sell them the Books of Ascension for $5,000. Apparently, these books would be very useful against the Mayor, so when he finds out about the offer, he asks Faith to kill the demon and take the books.
At the library, the Scooby Gang discusses "Ascension," but they know very little about it until Willow suggests checking in a book which Giles keeps hidden from her due to its magical content. Inside is a reference to a diary entry which warns of an Ascension the next day and the entire town he inhabited disappeared overnight. Cordelia Chase arrives and makes a date with Wesley. Faith finds the demon, who's desperate to get out of Sunnydale before the Mayor's Ascension, and kills him. She goes to Angel, apparently upset over what she's become and seeking comfort from him. Angel refuses to comfort her the way she wants, but Faith manages to sneak in a kiss on the cheek which Buffy happens to see. Faith's attempt to seduce Angel having failed, the Mayor decides to take his soul in the most painful way possible.
Buffy reports to Giles and Wesley, but having just seen Faith with Angel, a little upset and reluctant to do anything with Faith. After Xander gets the address for the demon from Willy, Buffy goes to find him, and Faith arrives just in time to tag along. When the two reach the demon's apartment, they find him dead. The Mayor talks to a shrouded man about taking Angel's soul away from him. Buffy tells Willow about how she saw Faith and Angel together, and Willow encourages Buffy to talk to Angel about it.
Faith finds Angel first at the mansion and apologizes for her behavior the night before, and then she pours blood onto his shirt. The shrouded man steps out of the shadows and chants a spell. Lights flash, Angel yells, and Angelus is back. He pulls Faith to him and they kiss before Angelus starts beating her up. The two fight and Faith ends up on top, holding a stake to his heart. A truce is made as Angelus agrees to meet the Mayor and the two kiss.
The gang meets again, and makes plans for the night. Willow reveals that she was unable to find anything in the Mayor's computer files since the files were emptied before she could get through to them. Unable to find Faith and Angelus, Buffy leaves to find out what's going on with the Mayor while Wesley takes a very eager Cordelia and the rest of the group, minus Xander, to the Hall of Records to find information on the Mayor. There, Willow finds a photograph of the Mayor which is over one hundred years old, confirming that he isn't human.
Faith takes Angel to meet with the Mayor, and Angelus tries to kill him, but discovers that the Mayor can't be killed. He tells the Mayor of his plans to torture and kill Buffy. The two walk the streets of Sunnydale on the way to Buffy's house, and encounter Xander who Angelus punches and knocks to the ground. After charming Joyce, Angelus and Faith find Buffy in her room and lure her away to the mansion. Once there, Angelus and Faith reveal that they're fighting for the other side now, and Angel knocks Buffy out cold.
Angelus chains Buffy to a wall, where she wakes up finding Angelus and Faith planning to torture her. Faith goes on about her painful childhood with a mother who drank too much, and her life as the Slayer living in Buffy's shadow. She reveals what she knows about the Mayor's master plans, which will culminate with the Ascension taking place on graduation day. Finally, Faith says with a smile, boasting her ability to deceive the Scoobies:
- Faith: What can I say? I'm the world's best actor.Angel: Second best.Buffy: May I say something? Psych!
Faith then realizes that she has been the duped — everything that has occurred throughout the episode has in fact been a ruse set up by Buffy and Angel to expose Faith, and Buffy slips out of her chains. The rest of the Scooby Gang arrive as Buffy and Faith fight and end up with knives at each other's throats. Before anyone is killed, Faith breaks away, kisses her on the forehead, and runs off, knowing that Buffy wasn't ready to kill her yet.
At the library, Giles says good-bye to the shrouded man, revealing that the mysterious figure had come to Giles at the beginning and put on a light show in order to pay back a debt the man owed Giles for introducing him to his wife. Wesley is very upset that Giles did all this behind his back, and plans to tell the Watchers Council about it; Giles surprises him by saying that he should, remarking that he can think of nothing more dangerous than a rogue Slayer. Now that everyone is fully aware of Faith's having switched sides, they have to prepare to fight her as well. Faith is upset over the whole ordeal, but the Mayor tells her not to worry because after the Ascension they'll all be dead.
Buffy goes to Angel, and both are having a hard time dealing with what they had to do. Angel feels horrible that he had to do and say the things he did, and how far he let it go. Buffy needs some time, but as she leaves, he asks, "You still my girl?" and she responds, "Always."
- Absurdly Spacious Sewer: It's revealed that the Mayor built Sunnydale "for demons to feed upon", so it makes sense that the sewer system is constructed so as to give easy access to the whole town.
- Action Fashionista: Buffy's idea of covert infiltration wear is a black shirt with a bright sparkly Union Jack on the front.
- Almost Kiss: Fangel flirts with canon status.
- Always Second BestFaith: Do you think you're better than me? Do you? Say it, you think you're better than me.Buffy: I am. [beat] Always have been.
- Ankle Drag: After Faith stabs Skyler the demon, he grabs her ankle and pulls her onto the floor, snarling in fury. Faith promptly goes Ax-Crazy.
- Answer Cut: "Where is Faith, anyway?" Cut to Faith kicking open the demon informant's door.
- Anywhere but Their Lips:
- Aroused by Their Voice: Cordelia finds Wesley's voice quite sexy, much to Xander's fury.
- Bait-and-Switch: Faith seems uneasy about her FaceHeel Turn, is shocked at the violent manner in which she kills a demon, and so goes to Angel for help, leading to noticeable Unresolved Sexual Tension between them. It looks like she's going to confess her relationship with the Mayor, only for it to be revealed she was actually hoping to sleep with Angel to make him lose his soul.
- Bait-and-Switch Comment: Annoyed over Faith's innuendo about Angel, Buffy has only one thing to say; "Duck!' Faith ducks and Buffy punches a demon sneaking up behind her.
- Beautiful Dreamer: Lampshaded by Angel...after he knocks Buffy unconscious.
- Beware the Superman: Giles agrees with Wesley about telling the Council about Faith's FaceHeel Turn for this reason.Giles: We have a rogue Slayer on our hands. I can't think of anything more dangerous.
- Birds of a Feather: Buffy worries that Angel might be attracted to Faith as they have a lot in common. Willow assures Buffy that Angel's not interested, and that her advice should be trusted because, "I too know the love of a taciturn man."
- Blatant Lies: Cordelia asks Wes to help with her English assignment because he's English, and they can best discuss the matter in a nice restaurant.Xander: And on the day the words 'flimsy excuse' were redefined we stood in awe and watched.
- Blood Magic: The ritual to steal Angel's soul involves this. Except that its just a light show made by the hooded guy.
- Break Them by Talking: Buffy tries doing this to Faith. Subverted when we discover that Angel was in on it, so Buffy knows Faith had to use magic to make him evil.
- Casual Kink / Bondage Is Bad: Buffy wakes up shackled to the wall.Angel: Morning, sleepyhead. You know what I just can't believe? All of our time together and we never tried chains.Faith: Bondage looks good on you, B. The outfit's all wrong, but, hey!
- Chronic Backstabbing Disorder: Buffy warns that Angelus will turn on Faith once the two of them have killed Buffy. Angelus admits that's true; Faith just smirks and says they'll have to take their time killing her.
- Corpsing: At the suggestion of miniature golf Eliza Dushku valiantly tries to keep a "Dude...really?" face before losing it.
- Did They or Didn't They?: There was some fan speculation over whether Angel had sex with Faith, but it's confirmed in the spin-off series that they didn't.
- Double EntendreFaith: The close-but-no-cigar thing with Angel. I don't know if I could handle, you know, the way you're not handling it.
The Mayor: So you couldn't give him that one moment of true happiness.Faith: I was thinking more along the lines of a long weekend.
- Faith is down because she couldn't get Angel to sleep with her and lose his soul.
- Emerging from the Shadows: The demon necromancer. His dark robes and Villain Teleportation certainly help in this.
- Engineered Public Confession: Faith believes Buffy is tied up and Angel is his evil alter ego Angelus, she tells them about the Mayor's plans only, Buffy isn't tied and Angel is still his soulful self.
- Erotic Eating: Implied in Le Banquet D'Amelia
- Evil Feels Good/Freudian Excuse: Invoked by FaithBuffy: You don't know what you're doing.
Faith: Really? Weird, because something about all this just feels so right. Maybe it's one of those unhappy childhood things.
- Evil Is Petty: Angel and Faith are walking down the street when they come across Xander. Angel knocks him unconscious without breaking stride and says, "That guy just bugs me."
- Face-Revealing Turn: Faith isn't sure if the spell worked until Angel turns round in Game Face. Cue evil Smooch of Victory.
- Failed Attempt at Drama: Xander pretends he beat the information out of Willy the Snitch, but then admits he just bribed him 28 bucks.
- Foe Romance Subtext: Loads between Faith/Angel, Faith/Buffy and Angelus/Buffy.
- From Bad to Worse/I Told You SoXander: I, uh, hate to spoil the mood, but this is so much worse than you think. You know how some people hate to say I told you so? Not me. I told you so. Angel's back in the really bad sense, and uh, I told you so.
- Getting Crap Past the Radar: Buffy and Angel emerging from a theatre with rumpled clothing. The film itself is apparently pretty adult, if not straight-up porn. Tellingly, Buffy and Angel stayed for the whole thing.
- Good Is Not Nice: While posing as his Evil Counterpart Angel gets to beat up and french-kiss Faith, throw Buffy's act of sending him to hell in her face, and knock down Xander — the boy who's been trying to put a permanent end to Bangel for the past three years (and whom Angel mistakenly assumes is a possible love rival). It's not surprising that Buffy worries he might have enjoyed some of it.
- Good Smoking, Evil Smoking: Angelus' evil smoking moment in "Surprise" is given a Call-Back when, after French-kissing Faith, he says it's good to have the taste of a Slayer back in his mouth. "It's like cigarettes, you know, just when I thought I'd quit."
- Green-Eyed Monster: There's noticeable tension between Buffy and Faith even before she reveals her true nature, as Buffy saw her kissing Angel on the cheek during her earlier seduction attempt.
- Grievous Harm with a Body: Faith hurls Angel into the Scoobies when they come charging through the door. Unaware he's not evil, they concentrate on him leaving Faith free to attack Buffy.
- Half Truth: Wesley tells Giles he kind of avoided mentioning to the Council that they're working together.
- Honey Trap: Faith with Angel but in reality Angel with Faith; this disturbs Buffy even more than seeing her lover channel Angelus, so much so that she tries to mind-read Angel's thoughts on the matter in "Earshot".
- Hyde Plays Jekyll: Inverted
- If You Kill Me, You Will Be Just Like Me: Faith pulls this on Buffy to break a Mexican Standoff where she and Buffy both have knives to the other's throat. Unique in that Faith seems to somewhat want Buffy to kill her and thus become like her, as some form of revenge. Yeah, Faith has issues...
- "I Know You're in There Somewhere" Fight / I'll Kill You!Angelus: Yeah, I know what you're thinking. Maybe there's still some good deep down inside of me that remembers and loves you. If only you could reach me. Then again, we have reality.
Buffy: I will kill you before I let you touch me.
- The Informant: A demon version.
- Interplay of Sex and Violence: Angel loses his soul and snogs Faith, then tries to kill her. Eventually Faith gets him pinned down.Angel: Should have known you'd like it on top.
Faith: You wanna listen or you wanna die?
Angel: Long as you're there, I mostly want you to wriggle.
- I Shall Taunt You: Buffy taunting Faith so she'll kill her quickly instead of torturing her to death. Actually because she's trying to goad Faith into Saying Too Much.
- Invoked Trope: Faith uses These Hands Have Killed, Last-Second Chance and Cooldown Hug in an attempt to seduce Angel.
- It's Not Porn, It's Art: The foreign film Le Banquet D'Amelia that Buffy and Angel saw. It apparently involved Erotic Eating. And a kimono.
- Knife Nut: Faith killing Skyler the demon.
- Loves the Sound of Screaming: Faith is about to torture Buffy.Before we get started, I just want you to know; if you're a screamer, feel free.
- Make-Out Point: Buffy and Angel emerge from a theatre with rumpled clothing after watching an erotic French film.
- Makes Us Even: The mysterious necromancer declares that he and Giles are now even, and warns Giles not to call on him again.
- Meaningful Echo: Buffy tells Angel she'll always be his girl. When Buffy says the same thing to Riley Finn in Season 5, you know she's lying. In Season 6 when Buffy screams at Spike that she'll never be his girl, you know she's terrified of falling in love with another vampire.
- The Mole: Faith of course, but also Angel.
- Moment Killer: "Check out the lust-bunnies."
- Nightmare Fetishist: On hearing the demon wants $5000 to sell the Books of Ascension, Giles gripes at the fall in standards in the demon world. "Whatever happened to the still-beating heart of a virgin?"
- Not Helping Your Case: Willow tries to assure Buffy there's nothing going on between Faith and Angel. Unfortunately she's still angry at the whole Faith-sleeping-with-Xander thing.Buffy: You're right. Faith would never do that.
Willow: Faith would totally do that! Faith was built to do that. She's the do-that girl.
Buffy: Comfort, remember comfort, here?
Willow: I mean, please, does Angel come up to Faith's standards for a guy? Let's see, is he breathing?
Buffy: Actually, no.
- Oblivious Mockery: On seeing the dead Skyler, Buffy comments, "This looks like someone's idea of a party."
- Oh, Crap!Faith: What can I say? I'm the world's best actor.Angel: Second best.
- One True LoveAngel: You're still my girl?Buffy: Always.
- Out-of-Character Alert: Buffy has an Oh, Crap! moment when Angel calls her "Buff", one of his Terms of Endangerment from when he was evil.
- Out-Gambitted: Angel never turned evil again; it was all an act he, Buffy, and Giles devised to get info on Mayor Wilkins' plans and out Faith as his new Dragon.
- Passive-Aggressive Kombat: The Mayor and Angelus manoeuvring to show who's top demon. The Mayor wins without breaking a sweat.
- Play-Along Prisoner: Buffy casually takes her hands out of the shackles Angel supposedly put on her.
- Really 700 Years Old: The Scoobies find a picture of Mayor Wilkins from a century ago.
- "The Reason You Suck" Speech: After Faith challenges Buffy with the old classic "You think you're better than me!"Buffy: I am. Always have been.
- The Resenter:Faith: You know, I come to Sunnydale. I'm the Slayer. I do my job kicking ass better than anyone. What do I hear about everywhere I go? Buffy. So I slay, I behave, I do the good little girl routine. And who's everybody thank? Buffy. You get the Watcher. You get the mom. You get the little Scooby gang. What do I get? Jack squat. This is supposed to be my town!
- Self-Mutilation Demonstration: After Angel makes a few unsubtle threats, the Mayor invites Angel to kill him with the letter opener he's fondling in a significant manner. Angel hurls the letter opener and the Mayor quickly moves his hand to block it, catching the blade through the palm. Angel and Faith take this in stride, until the Mayor removes the letter opener and the wound closes itself up.
- Sex for Solace: Faith passes off her earlier attempt at seducing Angel as this.
- Sidetracked by the Analogy: Faith boasts she'll be sitting on the right hand of the Mayor after his Ascension, then wonders if he'll actually have hands by that stage. He won't, as it turns out.
- Buffy re getting Angel sexually excited. "I don't like to rub your nose in it...I'm suddenly wondering where that expression comes from."
- Shadow Archetype: Faith in her Parental Substitute relationship with the Mayor (mirroring Buffy re Giles) and Faith/Angelus as the evil Slayer and her soulless vampire lover. No wonder Buffy is freaked out.
- Shaped Like ItselfMayor: And what exactly did this demon look like?Faith: Demonic.
- She Is All Grown Up: The Mayor gets all choked up seeing Faith go on a kidnap/torture/kill date with Angelus.
- Slip into Something More Comfortable: Buffy is wearing a nice tight dress, but is told to investigate the Big Bad's office. She says she'll slip into something a bit more break-and-enter-ish.
- Smooch of Victory: Faith snogs Angel after he turns, then does it again right in front of Buffy.
- Summon Bigger Fish: The Mayor's reason for bringing back Angelus.
- "Take That!" Kiss: Once the ruse is revealed, Faith kisses Buffy on the forehead. It was scripted to be on the lips, but either SMG or the network nixed it.
- That Was the Last Entry: The first info the Scoobies have about the prophesied "ascension" is a journal entry ofa pastor in the town of Sharpesville saying "Tomorrow is the ascension, may God help us." It was the last time the town was ever heard of.
- Titled After the Song: A possible example from "Chinese Burn" by Curve, the music that was playing during the Buffy/Faith dance scene in "Bad Girls".Friends and enemies they're all the same
- To Create a Playground for Evil: Faith mentions in passing that Mayor Wilikins "built this town for demons to feed on". This would explain a lot about Sunnydale, such as its Weirdness Censor and Tunnel Network of Absurdly Spacious Sewers.
- The Triple: Angel reveals to Buffy that he's turned evil.Angelus: You know, I never properly thanked you for sending me to hell. And I'm just wondering, where do I start? Card? Fruit basket? Evisceration?
- To the Pain: Faith does the meta version involving the reveal of a tray of torture instruments.
- Uncanny Family Resemblance: Invoked by the Mayor, who was him, his son, his grandson and his great grandson (he's immortal).
- Unresolved Sexual Tension / Betty and Veronica: One of the reasons why the thought of Angel getting close to Faith shakes Buffy's confidence, given her relationship with Angel.
- Vampires Are Sex Gods: Faith enthusiastically tongue-wrestles with Angelus.
- Wham Episode: Angelus returns and has allied himself with an utterly psycho Faith, who is all for killing all of Sunnydale for the Big Bad. It's all a ruse, but evil Faith is frightening.
- Wham Line:Faith: What can I say, I'm the world's best actor.Angel: Second best.'
- White Shirt of Death: Faith starts the spell by throwing a jar of blood onto Angel's white singlet.
- Wrote the BookMayor: There's more than one way to skin a cat. And I happen to know that's factually true.
- You Have Failed Me: Lampshaded by the Mayor when Faith asks what will happen is she doesn't get to the Books of Ascension in time. The Mayor replies that he only likes positive thoughts, after all replacing Mr Trick was difficult enough. At the end however when Faith has failed, the Mayor decides to cheer her up with a game of miniature golf instead.
- You Owe Me: The Mayor brings in some kind of necromancer demon to remove Angel's soul and bring him over to their side. It seems to work at first, but is later revealed to have been a ruse on Angel's part to get info on the Mayor's plans. The necromancer is shown at the end talking to Giles about how his debt to him has been repaid. When the awestruck Scoobies ask what that meant, Giles casually explains, "I introduced him to his wife."