Spike is being tormented by the spirit of a brutal, wiccan surgeon named Pavayne. Since his magic helps him stay out of hell, he wanders around Wolfram & Hart cleaning up the loose spirits. With growing concern for Spike, Fred tries frantically to find a way to make him corporeal and prevent him from being sent to hell.

While Spike battles it out with Pavayne, Fred arrives with her new contraption. As she is attacked by Pavayne, Spike is faced with a choice. He can save Fred, or he can use her machine to become corporeal.