Buffy finds out about Gwen's past with Spike. Then she fights the Beast and gives Connor some payback for torturing her. Perhaps a little too much payback.

"You know Spike?," Buffy asks Gwen as everyone rushes outside.

"It's probably a different Spike," Angel adds. "Spike Jones. Spike Lee."

"Can we take a minute to remember why the hell we're out here and . . . where are my keys?," Gunn asks as he checks his pockets.

"Here. Allow me," Gwen says, putting her right palm to the lock and opening the doors electronically. Then she puts her index finger to the ignition and starts the car up.

"You're a witch?," Buffy asks in disbelief.

"No. Witches have talent," Cordy replies.

"Are you two like old friends from school?," Gwen asks Buffy and Cordy, who both look insulted.

"No, I was popular," Cordy responds. "She was a freak."

"Yeah right," Gwen says with a dismissive chuckle. "She looks more like a cheerleader to me."

"I understand if you ladies have some issues' that need resolving, but can we please postpone that to a time when the sun isn't in imminent danger of disappearing from the sky?," Wes suggests. Everyone quickly gets in, except Buffy, who's now confused about their little mission. Gunn drives, Cordy rides shotgun, Wes and Fred sit behind them, and Angel is in back with Buffy on his left and Gwen on his right.

"What are you talking about?," Buffy asks Wesley.

"The Beast is trying to blot out the sun," Cordy explains slowly and condescendingly. Buffy laughs.

"That's lame. I mean, that's like something those nerds would have thought of. And the Beast? I thought my Big Bad had a generic name." She laughs some more, assuming anything in LA would seem like child's play compared to the Hellmouth. Heck, she just killed a Turokh-han.

"Buffy, this is serious," Angel says.

"Sorry. I'm sure it is. To you. So I'll help you kill this Beasty thing."

"It's not that simple."

"It would be fair to say you have never faced anything like him," Wes argues.

"Okay, I get it. This is a serious deal."

"Serious like he can shove his fist through your chest. Angel, are you sure she can help?," Gwen asks. Buffy's about ready to explode. If Angel wasn't between them, she'd probably punch Gwen and then get shocked unconscious.

"Buffy's a Slayer."

"Do you know what that is?," Buffy asks condescendingly.

"Yeah. There've been what, hundreds of those?," she replies witheringly. "A Vampire Slayer. Guess that makes you a freak like me." Buffy clenches her right fist.

"She means that as a compliment," Angel assures Buffy.

"So what's the deal with you and Angel? I thought Slayers killed vampires."

"She makes exceptions," Cordy responds. "With Angel, it makes sense. With Spike - "

"How bout for a change you don't talk about things you know nothing about?," Buffy shoots back. Angel's nervous about being at the center of this three-way cat fight.

"We have other things to worry about right now," Angel cautions.

"How do you know Spike?," Cordy asks Gwen, looking for further proof of her trampiness.

"We're talking about the vampire with the white hair and the English accent, right?," Gwen makes sure, causing Buffy's jaw to drop.

"Did he attack you?," Angel asks Gwen.

"Sort of. I mean, I attacked him, he attacked me. Kind of like when we met."

"When was this?," Buffy asks.

"Couple years ago. No need to get possessive." Angel's hurt by the notion that Buffy would be "possessive" about Spike. Buffy knows that the last time Spike could have attacked Gwen was more than three years ago.

"And you were what - sixteen?"

"You're criticizing someone else for having sex with an older guy when she was just a teenager?," Cordy asks Buffy with a laugh.

"Eighteen. I caught him squatting in my building. There was some mutual misunderstanding. He tried to bite me. I tried to zap him. I think you know what happened next," she says to Angel. "What, you thought you were the only vampire I jump-started?"

"You slept with Spike?," Cordelia asks with a shudder.

"Not like it's any of your business, but things never actually got that far. He said he had to look up a girl in Sunnydale. I don't know why anyone would choose to go to that death trap hick town. Must've been some girl. Let me guess. It was you."

"He wanted to kill her," Angel points out.

"Sometimes you gotta kill 'em before you can sleep with them," Gwen replies while looking up towards Gunn. Fred catches the meaning of her comment. Angel, Buffy and Cordy all shudder because, to them, it sounds like what a vampire would say before siring his or her mate.

"I hate to interrupt your little soap opera, but we're here," Gunn announces. "Actually, I don't hate to." He found the bickering annoying. Everyone piles out. Angel races for the shade.

"So what are we up against?," Buffy asks. Connor is thrown out his window and smashes into the pavement. It takes a few seconds for Buffy to recognize the boy-projectile. Angel tells Cordy to watch over Connor while the rest of them go in.

"Buffy, we're trying to stop the ritual, not kill him. Buffy?" She's gone.

"Looks like somebody chickened out," Cordy says as she cradles Connor's head in her arms. Buffy had raced up the stairs ahead of everybody else.

"Now I know why you're so angry," Buffy says to the Beast when she lays eyes on him, glancing at his crotch. "But do the rest of us a favor. Just cause you're anatomically incorrect doesn't mean you shouldn't wear clothes."

"Slayer."

"So you've heard of me," she says as she walks up to him. He's preparing for his big spell. "Now drop the nick-knacks and take your best shot, tall, red and scaly. You desperately need to moisturize." He tries a right hook. She ducks. He tries a left jab. She ducks and lands six quick punches to his chest, backing the Beast up. Angel enters.

"Buffy!" She dodges two more punches by swerving her head to either side, grabs his left leg and pulls him down. Angel rushes over to help, but is kicked twenty feet back by the Beast's right hoof. He sends his left hoof into Buffy's right knee, knocking her down. They both get up as Gwen rushes over to the wings and ball on the floor. The Beast knocks Buffy back down with the back of his right hand and puts his left hand around Gwen's neck, lifting her off the ground. Gunn charges in, hitting the Beast in the chest with his ax. Buffy leaps up and lands a flying right kick to his face. The Beast drops Gwen, who grabs her throat and wheezes. Buffy kicks the Beast in the chest, trying to knock him out the window. He tries two more punches that she eludes.

"Is that the best you can do, big guy?" Buffy lunges upwards and lands a right hook to his face, grimacing from the pain of striking stone. Angel tries a right hook. The Beast squeezes his fist, causing Angel to cry out in pain.

"Join with me, Angelus."

"His name is Angel," Buffy tells her opponent as she kicks his body two more times, trying to stick up for an embarrassed Angel who's being upstaged by Buffy just like in the old days. The Beast tosses Angel across the room, Wesley, who started reading the teleportation spell, has to duck to avoid Angel when he crashes into the wall. Fred helps pull Wes out of the way of their flying boss.

"Boy, these Slayers sure are somethin'," Fred says as she watches Buffy go toe-to-toe with the Beast while everyone else gets clobbered.

"This isn't your fight," the Beast says with a chuckle as he pushes Buffy back.

"Buffy!," Angel yells as he picks up a sword and tosses it. Buffy leaps in the air and does a flip to avoid the Beast's punches and grabs the weapon on her way down.

"Okay, that was tight," Gunn concedes as he helps Gwen to her feet.

"I'm here, and you're evil," Buffy tells the Beast. "That makes this my fight." She stabs with two hands for about where his heart would be if he had one. He grabs the blade with his left hand, rips it away from Buffy and snaps the weapon in two.

"Give up, Slayer."

"I guess you really don't know what a Slayer's made of."

"Mind if I take a look?," the Beast asks, wiggling the fingers on his right hand as if ready to poke her. Angel tries to rush to her rescue, but Buffy's left kick knocks the Beast towards the broken window. His head leans out before he steadies himself and pounds the top of Buffy's head with his left fist. She wobbles but stays upright, and responds with a right roundhouse kick. But the Beast grabs her foot and hurls her through the glass of the window to his right.

"Buffy!!," Angel screams. The Beast knocks him back with a right uppercut.

"Do you really trust him with her?," the Beast asks, possibly alluding to Spike. How did he know about Spike?

Down on the ground, Connor climbs to his feet. Cordy grabs him. "You're not going anywhere."

"I have to help. It's my fault the Beast is here."

"No it's not. And you're in no condition to fight."

"You think I'm weaker than Angel. I'm not." He pushes Cordy away. "I'm not just gonna lie here and do nothing while the world ends." He takes two steps forward – right into the path of the falling Buffy.

"Connor!!"

Buffy looks around and realizes the impact wasn't as painful as she feared on the way down. "Good thing something broke my fall." Cordy grabs Buffy's hair.

"Get off him!," Cordy yells, dragging Buffy away and hurling her to the ground. "Do you know what you did?"

"Got thrown out of a window by a demon with a serious Devil Complex?" Cordy looks at Connor, who lies on his back, blood pouring out his nose and mouth.

"What the hell was that?," he asks weakly.

"As if this Angel's son hasn't been through enough. Now you have to hurl yourself on top of him!"

"Wasn't the idea," Buffy glibly replies as she stands up, amazed at how little she's hurt. She looks at the agonized Connor and can't help but crack a tiny smile. "Guess that's payback for trying to kill me." Connor glares at her, opens his mouth to say something in reply, but passes out.

"You killed him! You killed him. Are you happy, now!?" As Cordy looks down at Connor, Buffy gazes up at the sky.

"Isn't this a little early for sunset?" Cordelia looks up.

"Oh no. Oh no." She looks at Buffy, tears in her eyes. "Well this figures. You come to town, and you don't even help. In fact, you just make things a whole lot worse."

NEXT: Angel realizes he must lose his soul. How convenient that Buffy's right there.