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Directed by David Grossman.

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When Faith reports this to the Mayorhe asks her to kill the demon and take the books. After doing so, she goes to Angel and tries to seduce him, but he remains loyal to Buffy. The Mayor hires a mysterious cloaked sorcerer to take Angel's soul and unleash Angelus.

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Faith approaches Angel at his mansion, on the pretext of apologizing for her behavior the night before. She pours blood onto his shirt as the sorcerer steps out of the shadows. He chants a spell, lights flash and Angel yells as he appears to lose his soul. Angel pulls Faith to him and they kiss before he starts beating her up.

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The two fight and Faith ends up on top, holding a stake to his heart. A truce is sealed with a kiss after Angel agrees to meet the Mayor. Willow reports to the Scooby Gang that the Mayor's computer files were emptied before she was able to access them.

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Buffy leaves to find out what is going on with the Mayor while Wesley takes a flirtatious Cordeliaand the rest of the group, to the Hall of Records to find information on the Mayor. Faith takes Angel to meet with the Mayor, and he learns that the Mayor is impervious to harm.

He tells the Mayor of his plans to torture and kill Buffy. Angel and Faith walk to Buffy's house; on the way they meet Xander, whom Angel knocks to the ground with a punch. Angel and Faith lure Buffy to the mansion, where they say that they are fighting for the other side now.

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Angel knocks Buffy out cold. Buffy wakes up chained to a wall as Angel and Faith get ready to torture her. Faith talks about her painful childhood with a mother who drank too much, and her life as a slayer living in Buffy's shadow.

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She reveals what she knows about the Mayor's plan, which will culminate in his Ascension on graduation day. Having learned all that Faith knows, Angel then reveals that his loss of soul was a sham and that he only pretended to be Angelus. The rest of the Scooby Gang arrive as Buffy and Faith fight and end up with knives at each other's throats.

After telling Buffy that she can not kill her without becoming like her, Faith gives Buffy a kiss on the forehead, and runs off.

At the library, Giles thanks and bids goodbye to the cloaked sorcerer, who faked the spell to repay an old favor. Wesley is angry that Giles arranged this behind his back, and plans to tell the Watchers' Council about it. Buffy and Angel are both shaken by what they had to do and Buffy says she needs a break from him. But as she leaves Angel's mansion, he asks, "You still my girl?

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