We go back and forth between the present and the past in this episode. We see Angel's transformation into a vampire by Darla, we see him tormenting Drusilla, we see his soul returned to him by the gypsy curse, and even a few years ago in 1996 when a demon named Whistler helped him out of a depression and showed  him Buffy.  We find out that he has been watching her for years and in love with her from afar. In between these telling of his past, in the present, we see the discovery of an ancient statue which holds a demon inside that can open a gateway to hell and devour the world. Buffy and Willow also make a discovery of their own, a computer diskette in Ms. Calender's office that holds the spell which can return Angel's human soul to him.The gang then has to decide whether to try the spell to restore his soul or not. Angel, Spike, and Dru steal the statue of Akafla in hopes of finding a way to awaken it. Kendra returns because her watcher feels a dark power is coming to Sunnydale and she must help stop it. Realizing what Angel may be trying to do with Akafla the gang decides to try the soul restoring spell, while Buffy goes to a meeting he asks for in hopes of stalling him. The gang tries the spell, but are interrupted by Dru and a gang of thugs.  Kendra is killed and the others injured in varying degrees. Buffy through Angel's taunting realizes that she has been tricked and the other are in danger. She runs back to find them injured and dead and is mistaken by the police ,who arrive just after she does, as the assailant.