At the Bronze, Buffy and the others party until the vampires, led by one named Scylla, break in and kidnap several students, including Willow. Buffy chases the vampires outside where she encounters and fights off Spike. Buffy continues to follow the vampires in hopes of rescuing her friends and eventually ends up in the cemetery where she encounters the powerful necromancer Materiani who summons zombies to aid in delaying her. Buffy fights through waves of vampires, zombies and hellhounds to a mausoleum where she finds Scylla and Willow. Buffy fights Scylla who, like Malik, proves more powerful than an ordinary vampire. Buffy beats Scylla who flees rather than continue the fight, leaving Willow behind. Realizing that Spike has taken over the Sunken Church and still has more victims, Buffy decides to go after them after consulting with her friends. The group can't come to any conclusion besides that Spike may be trying to draw an ancient evil forth into this world and Buffy sets off again on her own.