Buffy's no longer in Sunnydale, and the gang are lost without her. Buffy is in Los Angeles, working in a restaurant. And old friend, Lily, known as Chanterelle asks for her help in finding her boyfriend. Buffy take her on. The search leads to another dimension where humans are worked until they're too old, and then they're speak back out again. Buffy regains her spirit as the slayer and kills the other dimensions leader. She then packs up and gives Lily her LA identity. Buffy heads home, back to Sunnydale.

Buffy's back. Everyone seems happy that she's back, but it isn't that simple. So Joyce decides to throw Buffy and her friends a party, so that things can return to normal. However the gang turn the nice formal party into a full on house party. Joyce's recent shop at the gallery has produced a Nigerian Mask. But unknown to her is that the mask raises the dead. Giles finds this out and heads to the party. At the party Buffy is seen packing by Willow and Joyce, they have a go at her. Buffy goes downstairs and Xander has a go at her. Suddenly zombies begin jumping through the windows. Party goers run. One of Joyce's friend's is killed and turned into a zombie. She puts on the mask and becomes a demon. The only way to kill the demon is hit it's eyes, which Buffy does well, with a shovel.

It seems there are loads of new comers to Sunnydale. One a vamp called Mr. Trick and two, Kakistos, an extremely old vampire. Meanwhile at school a boy called Scott Hope s showing interest in Buffy, but Buffy's still pining over Angel, in her dreams. One night at The Bronze she follows a vampire out, but finds the vampire's ass getting kicked, by the new slayer, Faith. It seems that Faith was followed to Sunnydale by Kakistos, who killed her Watcher. Faith gets the courage to face Kakistos and kill him, while Mr. Trick goes unharmed. Buffy accepts Scott's invitation for a date. Buffy goes to put the claddagh ring that Angel gave her in the Mansion where Angel was killed. As she leaves a body falls from above, it's Angel.

There are animal like killings going on in Sunnydale. The gang suspects Oz, in his werewolf form. So Oz is put on tight security. While Buffy is out on patrol she sees Angel and finds out that it's been him, but she doesn't tell the gang. But soon the gang figure out that it's Pete, a friend of Scott's. Pete has made a potion which makes him more manly for his girlfriend Debbie. But now all it does is turn him into a monster. While Pete and Buffy fight Angel has broken free of his chains and kills Pete. He then hugs Buffy and says her name.

Buffy and Scott have made arrangements to go to The Homecoming Dance together. But soon Scott dumps Buffy. More trauma to Buffy's life is that she's going to be a blank square in the yearbook and Mr. Trick has set up Slayerfest '98 to kill Faith and Buffy. Buffy has also taken it upon herself to campaign for Homecoming Queen, with Cordelia in competition. The gang is however on Cordelia's side. Buffy goes it alone. Xander and Willow share a kiss, unintentionally. On the night of the dance Cordelia and Buffy are taken to some woods, instead of the dance. They are then hunted down like animals. Mr. Trick is taken to see the Mayor and they form and alliance. Buffy and Cordelia, alive and safe, head to the dance where they are about to announce the winners, but it's not either of them.

Buffy's stressing over the SAT's. Snyder has pressurised the gang into selling candy bars to raise money for the marching band's new costumes. Meanwhile The Mayor and Mr. Trick are talking about a tribute to a demon. Throughout Sunnydale the adult population are chowing down on the candy bars which the school are selling. But that's not all, they've turned into teenagers. It seems that this is all Ethan Rayne's work. Mr. Trick has hired him as distracto - man. Giles and Joyce get very close as teenage selves. The tribute turns out to be new born babies. Buffy, Giles and Joyce go to find the demon, they do, and Buffy cooks him. However Giles and Joyce's secret remain a secret.

Out slaying Buffy and Faith come across Gwendolyn Post, Faith's new Watcher. Miss Post warns them of a demon named Lagos going to Sunnydale in search of the glove of Myhnegon. Buffy has still kept Angel a secret. While researching in the library Xander and Willow kiss, almost getting caught by Giles. To alleviate Xander's guilt he goes to the cemetery which Giles says the glove is. When Xander's there he sees Angel with the glove. He follows Angel to the Mansion, and finds Angel and Buffy kissing. Xander tells Faith that Angel's still alive and has the glove. Faith goes over to pummel Angel. Giles has been knocked unconscious by Miss Post, who is after the glove. Miss Post hits Angel with a shovel at the Mansion, but he hits her to the ground. Faith comes in and just as she's about to stake him Buffy stops her. Faith and Buffy then fight. Miss Post puts on the glove, after a few bolts, the arm is severed from the body and Miss Post is no more, courtesy of Buffy. 

The SAT scores are in and Buffy's got extremely good results, she may have a future apart from slaying. Spike's back, and it seems that Drusilla has dumped him. Spike has come back to seek revenge on Buffy and Angel. But after seeing Willow in the magic shop he has a better idea. Willow is trying to do a de-lusting spell for her and Xander. He kidnaps Willow and Xander and forces Willow to do a love spell for him and Drusilla. Buffy and Angel turn up and all three go to get supplies. They bump into some of Spike's old friends out fight there way out. Spike then changes his mind and goes back to Drusilla. Meanwhile Xander and Willow were caught kissing by Cordelia and Oz, who were out to save them. Cordelia runs up some stairs, falls through the floor and gets impaled on a metal spike. the gang are all spun by love, or the lack of it. 

The gang are spun by love. Cordelia goes back to school, but her friends have ditched her. All except Anya, who's new in Sunnydale. Cordelia thinks that her life went down hill after Buffy arrived. She tells Anya that she wished Buffy had never come to Sunnydale, and it came true. But the wonderland that Cordelia thought Sunnydale would be, is not. Vampires are running free and ruling the town. And The Master is alive, and his two favourites are Willow and Xander. Cordelia gets to Giles and tries to explain to him. Giles contacts Buffy to Sunnydale. The Master is opening a human blood plant, where blood is served like in a bar. Buffy goes to kill The Master, against Giles' wishes. Giles finds out more about Anyanka and destroys the wish that Cordelia made, and everything was put back to normal. 

It's Christmas time and the gang are going on Christmas vacation. Angel is having dreams of his past kills. They are haunting him. A force known as The First has taken the form of Jenny Calender. She tries to persuade him that to break free he has to kill Buffy. Buffy then appears in one of Angel's dreams. Angel goes to Giles for help, and Buffy goes to Giles. Angel decides he can't kill Buffy, so he'll do the next best thing, kill himself. The First says he's not strong enough, so he waits for sunrise. Buffy is on the lookout for Angel, and she finds him, on the top of a hill. As the sun is about to rise it begins to snow, and the sun doesn't come out. Angel has been allowed to live. Buffy and Angel walk the snow lined streets of Sunnydale holding hands. 

Joyce joins Buffy on one of her patrols. Joyce finds the bodies of two dead children. There is a symbol on their hands, Buffy gives it to Giles. the symbol for a European Wicca convent. Willow says it was a birthday present for Buffy, a protection spell, but it was broken, because she knew. Joyce has been busy, she's set up MOO, Mothers Opposed to the Occult. This group was powered by the dead children who were alive to Joyce and the group members. They first take Buffy, Amy and Willow, tie them to stakes and try to burn them. Amy escapes by turning herself into a rat. Giles comes along with a potion that shows the adults the true form of Hans and Gretta. The demon comes alive and Buffy manages to get the stake out of the pile of books and it gets rammed into the demons throat.

Buffy's eighteenth is approaching. Unknown to her, as part of being a slayer, when she is eighteen she must pass a test. Giles has been drugging Buffy, and making her weaker. In her weak state she must face a mad vampire in an isolated and totally locked in house. Things begin to go wrong and the vampire, Zachery, escapes. He kidnaps Joyce. Buffy goes after him, but without her slayer strength. She finds her mother, and Zachery. Zachery has to have his pills every few hours, or he goes mad. He drinks the water and takes the pills. Buffy switched the water for holy water, and Zachery poofed. Buffy is told that she passed the test, and since Giles told her about it he is fired from the Watchers' Council. But also The Watchers' Council think that Giles' feeling for Buffy are that between a father and a daughter. 

Cordelia makes Xander aware of him being the Zeppo of the gang. He says he needs a thing, so he turns up to school one day in uncle Rory's car. This does manage to get him a date, but all she's interested in is the car. At The Bronze one night he gets into a fight with Jack, a known bully, the cops turn up. But Xander protects Jack. Jack likes this, and he takes Xander plus girl to go get his friends. His friends all turn out to be dead. Jack wants Xander in the gang, but first the initiation, he must be dead. Xander gets in his car and drives away. He meets a horny Faith (Faith after a fight) and they make love. Xander soon finds out that the dead gang are going to blow the school up. While Xander tries to stop this, the rest of the gang are trying to stop the Hellmouth demon coming out again. Xander does stop the school getting blown up, but nobody knows, and his newly found confidence helps him ignore Cordelia's comments.

Buffy and Faith meet Faith's new Watcher, the not evil one. He sends the two slayers after an ancient amulet. But they find out that the vampire that Wesley said was dead is actually alive. Faith begins to persuade Buffy to become more like her, and she does. Buffy and Faith break into a sports store, but get busted. But they escape. Out on patrol, an over excited Faith kills Allan Finch, the Deputy Mayor. Faith dumps the body. Buffy goes onto fight Balthazar, Wesley tries to save his own life by giving the name of the person who has the amulet. But Angel arrives with the amulet, and help Buffy fight. Meanwhile the Mayor has just become impervious. 

Buffy goes to Willow to tell her of what happened, when Allan Finch was killed. Buffy then goes to Giles. But Faith got there first and said Buffy did it. The gang have a group meting about what to do. Xander volunteers to talk, because they have a connection. And it comes out that Faith and Xander have had sex. He goes over to Faith's to try to talk to her, but her tries to kill her. Angel tries his best, but is interrupted by Wesley. They take Faith away, to go back to UK. She escapes and the gang try and find her. Buffy finds her at the docks, but Mr. Trick's helpers were there. Just as Buffy was about to be killed by Mr. Trick, Faith kills him. Buffy thinks Faith can be saved, but while this is going on Faith is filling in as Mr. Trick's place of employment, at the side of the Mayor.

Anya wants her powers back. D'Hoffryn doesn't help so she asks Willow. They do a spell, but Willow sees a different world and discontinues it, when Anya doesn't find her necklace. The spell went wrong and it brought back vamp Willow. Vamp Willow tries to take over Sunnydale starting with The Bronze. She finds some other vampires to help her. Buffy and Xander find out and are saddened. But when Willow turns up non-vamp they find out something's wrong. At the Bronze Oz sees vamp-Willow, and so does Angel. Angel goes to the library to tell them the news. Also there is vamp-Willow. The Willows switch clothes and good-Willow attempts to draw all the vampires out of The Bronze. But Anya figures it out, Willow screams and the cavalry comes rolling in. they decide not to kill vamp-Willow but send her back, where she is killed, immediately.

A demon approaches the slayer talking about the Ascension, having something to do with the Mayor. Faith gets to him first and kills the demon.  Faith and The Mayor have a plan to rob Angel of his soul, so he can be on the evils side again. Faith begins the seduction. She tries to make Angel feel sorry for her and tries to make a move on him. But he says that he's with Buffy and Faith backs off.  Then Faith tries the guilty act which works, but the soul is taken from him by a sorcerer. Faith and evil-Angel go to the Mayor and the plan begins to kill Buffy. Faith and Angel trap Buffy at the Mansion, where she is chained up. Faith gives away a few details about the Ascension. then Buffy breaks from her chains and Buffy and Angel were in on it the whole time. Faith and Angel duel it out, and then Faith runs. Buffy tells Angel she needs time, after seeing Faith and him kiss. 

Out on patrol Buffy gets in contact with some demon blood. Giles says she is going to get an aspect of the demon, it turns out to be the ability to read people's minds. At first it's cool, she then hears someone's plans to kill the students. Soon the power becomes uncontrollable, and she can't stop the voices. The only way to cure her is to have the heart of the other demon, Angel lends a hand here. Meanwhile the rest of the gang is solving the mystery of the soon to be mass murder. With Buffy back to strength the gang go to the most obvious suspect, Eddie Iverson. But it runs out to be Jonathan. But it turns out Jonathan was out to kill himself. Xander finds the real killer, the lunch lady with a vat full of rat poison. Buffy stops her in time. Buffy also mentions to Giles that when she could read peoples minds she heard about Joyce and Giles having sex, Giles is...flummoxed.

Since Faith turn to the dark side Buffy finds her future pretty much in Sunnydale. But she decides to change that by heading a full on assault to the Mayor. The gang find out about the box of Gavrok, and Buffy and Angel manage to steal it from The Mayor's office. But with Willow's help, but Willow didn't get away and Faith kidnapped her. The gang decide to exchange Willow for the box. Before this Willow manages to read several pages of the books of ascension, but gets caught by Faith. The switch goes ahead in Sunnydale High's cafeteria. Snyder comes along, thinking it's drugs. One guard opens the box and a spider kills him, and several more come out. While they all try and find them, Faith saves Wesley by killing a spider and when one lands on the Mayor, and he doesn't die. Buffy and Angel try and convince themselves that they can work things out...

Angel decides he has to do the right thing for Buffy and he breaks up with her, right before the Prom. Buffy and Angel are both hurt by the decision, but life on the Hellmouth goes on. An attack on the Prom could stop it from happening. Cordelia is working so that she can buy a prom dress. Xander finds out, but tells no one. Some Hell Hounds are trained to attack anyone in formal wear, and they are heading for the Prom. Buffy's determined to let her friends have the prom and goes after the makes of the Hell Hounds. She stops the Hell Hounds just in time and heads to the prom. At the Rpm she has her perfect moment, she's given the class protector award. Also Angel shows up and they dance the last dance.

The gang prepares for The Ascension and with the help Anya they have a little more information. Also prepare for Graduation, in which The Mayor will be saying a speech. Faith has a new trick up her sleeve, she poisons Angel with an arrow. This poison only kills the dead. The diversion works. Wesley tries to alert Buffy to this, but Buffy doesn't like taking orders from Wesley anymore, so she quits the Watchers' Council, with Giles' support. The only cure for Angel is the blood of a slayer. Buffy sets out to find Faith. At Faith's apartment Buffy and Faith battle it out. The fight moves outside, on a type of balcony. Buffy grabs Faith's knife and sticks it into her gut. But Faith jumps off the balcony and lands on a truck, possibly dead. Now there only seems to be one answer for Angel's cure...to be continued...

Since Faith is gone Buffy forces Angel to feed off her, and he does. Angel then takes Buffy to hospital. In hospital Buffy has a dream with Faith in it, and Faith tell her to feed off his human weakness. The gang at the hospital berates Angel for his actions. The Mayor's plans are going ahead just fine, apart from the fact that Faith's in a coma. The doctors don't expect her to wake up. The gang  prepare the graduating class for the ceremony. A force is mustered. A total eclipse appears in the ceremony and The Mayor ascends into an enormous snake like demon. The graduating class do the best they can to keep him at bay, then they leave Buffy alone to fight him. Buffy shows him the knife that she used to kill Faith. The Mayor goes after Buffy. Buffy leads him to the library which is filled with explosives, and Giles detonates. The Mayor is cooked. After the drama Angel takes one last look at Buffy and leaves, no words are said, just the moment.