Spike remembers Angel wanting to slay the dragon. He clearly couldn’t even do that right, Spike thinks as he stands there, outside the Wolfram & Hart offices, waiting for the dragon to decide what it wants to do.

Spike can think of multiple ways to stop the dragon, but decides that discretion is the better part of valour and decides he’d win too easily. The dragon approaches him closely. It wants him to climb up and hang on. It would be too impolite to say no, reckons Spike.

As the dragon flies up to the top offices, Spike is dropped in the familiar lobby. He looks into the office: an unknown being is encased in mystical energies. Spike watches. Someone is trying to power up. Before anyone can answer him, the energies strike Spike and he goes flying. He’s lucky to not be ash. Bugger this. He gets back on the bike and races back to his base. The dragon almost looks sad to see him go…

When he arrives at the amusement park, he finds it wrecked. He blames himself: he should not have left Illyria. He looks for clues to his people’s whereabouts and comes across a looter, who seems to have been cast out by the armoured women. When Spike approaches, spider legs unfurl from her back – she’s a demon.

Elsewhere, one of the demon women is instructing the human survivors from Spike’s group that they are not to look on their leader too closely. She lists a run of rules to be obeyed, and picks on Fred when she speaks. Jeremy tries to coax Illyria out, but it doesn’t work. The demon’s leader, a pixie named Non, comes forward. She can feel the power crackling around Fred. She addresses the humans: work or die. It’s as simple as that. She is the current Lord of Beverly Hills and what she says goes.

A truck approaches. They notice their exiled spider-woman, named Maria, unconscious at the wheel. Spike is next to her, heading straight for Non: he’s going to plow into the pixie! Non throws Fred in front of Spike’s path and the truck is ripped to shreds – Illyria standing in front of it, clearly irritated.

The battle begins, Spike wading through the armoured women and Illyria heading straight for Non. But the pixie has a plan: she uses her powers and the humans start to die and rot. Zombies! As Jeremy yells at Spike for help, Illyria is brought down unexpectedly. Spike blacks out next.

Spike wakes up chained to a wall in a darkened cell. Non touches his bare chest. She can’t drain the life force from Spike or Illyria like she did the others. But she’ll keep him alive. And he’ll have company.

As she closes the door, Spike is left in the dark – with the reanimated corpses of his followers grasping out to him…