While Amelia and Zahn follow a bunny off to an old well that Buffy thinks Clover took Miranda to, Miranda takes Liliana to meet the vampire herself.

Lili is suspicious of Buffy at first, and upset that she can see the Eeee's demonic aspect. After dancing with her, Lilith lets Buffy bring out that side of her, transforming into her succubus form.

With Miranda's help, Lili also starts dyeing Buffy's fur.