Buffy notices that Dawn is spending a lot of time around Spike and surmises that she has a crush on him, which Dawn shoots down saying that Spike has a crush on Buffy. Meanwhile a vampire has attacked the passengers on a train and Buffy is finding it hard to concentrate on investigating with the thought that Spike is in love with her. When Spike admits he loves her, Buffy rejects him, sending him into the arms of an old lover...