Things aren't going swimmingly at UC Sunnydale for Buffy. While Oz and Willow seem to fit right in Buffy's not so lucky. Giles has also left her alone as well. She gets kicked out of class and her room mate, Kathy, isn't exactly great. She then gets her butt kicked by a vampire called Sunday. She goes to mope at home, but things have changed there. So she heads to The Bronze and she meets Xander, who's round America road trip ended very quickly. Xander give Buffy a pep talk which does her good and she goes to the vamp's lair. Things go wrong and Buffy's in the midst of a fight. Xander gets the gang together and they go in full force. But by that time Buffy has managed to get her spirits up and she's done it all. One of the vampires who escaped gets zapped by some commandos...

Living with Kathy isn't getting any easier. On one of Buffy's patrol Kathy came and Kathy got in the way. That night Buffy has a dream that a demon poured blood down her mouth and sucked something out of her. Kathy claims she had the same dream. But Buffy thinks that Kathy's evil. While they both annoy each other some more Buffy steals some of Kathy's toe nails and show them to Willow. They grew after they were cut. Kathy is evil, she's a demon. Willow finds Buffy's behavior a bit alarming so tell Giles. Buffy heads over to Giles' but only to get tied up by Xander and Oz, who don't do a very good job as Buffy escapes. Buffy goes to her room where her and Kathy fight, and Kathy is a demon, trying to get an education. The dreams which Buffy was having was Kathy sucking Buffy's soul out. Another demon appears, creates a portal and takes Kathy with him. And Willow moves in as Buffy's new room mate.

Spike's back with Harmony, Drusilla dumped him again. He's looking for the gem of Amarra. It makes any vampire un-killable. He does find it, but then as easily as he found it he loses it to Buffy. Buffy then decides to give it to Angel. Buffy thinks she found a new boyfriend, Parker, but he used her and dumped her. Anya some back into town to get over Xander by having sex with him, but it doesn't work.

Nearing Halloween and as usual the frat boys have a party lined up. Willow decides to get Buffy's hopes up by taking her to the party. At first Buffy declined, but reluctantly she joins Xander, as secret agent, Willow as Joan of Arc and Oz as God. The party is upstairs and the gang have to make their way upstairs through the scary house. But things get out of control. Anya sees from outside a window disappearing from the house. She gets Giles to help. Meanwhile the gang have got split up. Oz is on the verge of wolfing out and Xander has become invisible to the rest of the gang. Giles makes a door to the house with a chainsaw and Anya and Giles make their way to the top. At the top the gang are re-united. Giles and Anya also come by. It's the demon Gachnar. Buffy summons the demon (by accident) but he turns out to be only a few inches high and Buffy squashes him. 

Xander gets a job at the local pub, also a popular UC Sunnydale hang out point. Buffy's still pining over Parker. She goes to drown her sorrows at the pub with some uni boys and beer. Buffy gets drunk. Buffy begins to act weirdly. And so do her beer drinking friends. It turns out that Jack, the owner, has spike the beer which makes the drinkers turn into cavemen. The boys have already turned while Buffy is still in mid change. The cave men begin yearning for fire and they start one. Willow and Parker inside. Buffy sees the fire and her slyer instincts come to life. She gets everybody out. when it comes to Parker she knocks him on the head with a branch, twice.

One night Oz, in wolf mode, escapes from his cage. He comes across another wolf, Veruca. In the morning Veruca and Oz wake up together, scratched and naked. Oz tries to ignore her, but the wolf grows strong. Oz tell Veruca of his cage habits, which Veruca frowns upon. Oz decides to fix his cage and to lure Veruca in with him as he knows that Buffy's out there to catch her. Oz does get Veruca in the cage, but not with his charming words. the next morning when Willow comes to give Oz some breakfast she seems both Veruca and Oz naked. Veruca leaves, Oz tries to explain, but Willow runs away. The next night Veruca tries to kill Willow, but Oz saves her. Then when Oz was about to turn on Willow Buffy tranquilizes him. Oz decides he should leave, the wolf is inside him all the time, and he doesn't want to risk hurting Willow again. Away from the main story line, Spike's back from LA, and he gets zapped by those weird commando guys. 

It turns out the very normal looking Riley is in fact a part of the commando team which brought Spike down. The Initiative, a government funded agency which kills and studies demons. the base is under UC Sunnydale. More surprising Maggie Walsh is the brains of the big operation. Spike is being held under there, not for long. He manages to escape and heads to get his revenge on Buffy, as he thinks the Initiative is her doing. But he finds Willow. He tries to bite Willow but it doesn't work. He gets pains in his head, from a chip The Initiative planted in it. The commando guys go to retrieve Spike. In the team is Forrest, Riley and Graham. But Buffy comes along thinking that they're the bad guys and pummels them. Spike gets away and Riley gets a flare in his eyes. Buffy and Riley don't recognise each other.

On Xander's new job he unleashes an angry Chumash spirit, by accident of course. The sprit plans vengeance for all the wrongs its' people have faced. Meanwhile Buffy is trying to plan a perfect Thanksgiving dinner. Unknown to Buffy Angel has come to town to look over Buffy's shoulder. Doyle got a vision so Angel has come. Another uninvited guest is Spike who goes to the gang after getting kicked out of his home with Harmony. Angel figures out that the spirit is going after Buffy because she is the most powerful warrior. At Giles' Buffy, Giles and Spike are surrounded. Angel and the rest of the gang come to help. It works, they have their dinner, and Xander lest slip that Angel was in town...

Willow can't stop pining over Oz so she turns to the black arts to help her. Anything she says, it comes true. Which made Giles blind, Xander becoming a demon magnet and Buffy and Spike talk about marriage plans. Riley sees Buffy oogling a wedding dress and tells him that she's marrying Spike. Riley walks away a tad confused. Meanwhile D'Hoffryn sees the negative side of Willow's spell and decides to take her on. Willow declines and she stops the spell. It stops the wrong place for Spike and Buffy as they both find themselves kissing the other. The next day Buffy explains to Riley that it was a joke, about the wedding dress.

Some demons called The Gentlemen come to town. They steal everyone's voices, so the people can't scream. (So more than half of this episode is in total silence)The news say it's a case of laryngitis. The gang investigate and the only thing that can kill the gentlemen is a princess' scream. Also investigating this are The Initiative. The Gentleman are looking for seven human hearts. Buffy finds the hideout which The Gentlemen are using, but so does Riley. While they are fighting The Gentlemen's helpers they are about to fire on each other, when they realise who each other are. They both work together. Riley smashes the box with the voices in it, Buffy screams and The Gentlemen's' heads explode. The next day Riley goes to Buffy's to talk.

Buffy and Riley talk, then argue. An earthquake hits and Buffy goes to Giles, seeing the last time this happened Buffy died. Giles thinks she's wrong, but with further research she turns out to be right. Three demons are sacrificing themselves to re-open the Hellmouth. The Gang manage to stop it happening, with help from Spike, who finds out that he can harm other demons. Riley and Buffy work together to make sure the Hellmouth isn't going to open. Later, Buffy comes to her senses and heads over to Riley's dorm...

It's Buffy's 19th a the gang organise a surprise party. Giles attends but feels left out amoung the youth. Buffy's adoration for Prof. Walsh leads Giles to see what she is like. It turns out that all Maggie Walsh does is tell Giles that Buffy lacks a father figure. This hurts Giles a lot. After a failed hunt Giles finds Ethan Rayne, who says he has some information for him. Something about a room called "314" has all demons scared. They go to a pub where both Ethan and Giles get drunk. The next morning Giles wakes up as a demon, but no one can understand him, except Spike. Spike and Giles find Ethan. Just as Buffy is about to kill Giles in demon form, she realises it's Giles. Riley stops Ethan from going anywhere. Ethan reverses the spell an is taken by the commandos courtesy of Riley.

Buffy joins The Initiative and gets to grip with how large it actually is. Willow feels left out, and that Buffy's spending too much time with the commando guys. But with this spare time Willow gets to know Tara a bit more. On one hunt Buffy and Riley manage to "zap & trap" a Polgara demon. Buffy gets more inquisitive about "314" and The Initiative. This inquisitiveness is passed on to Riley. Maggie thinks that she has to get rid of the slayer, she's getting in the way. So a trap is set up for Buffy. Maggie thinks Buffy's dead, because of the life monitor she was wearing. So she tells Riley. But then Buffy picks up the monitor and speaks. Riley walks away from the Professor. At Giles' Buffy warns the gang. Maggie returns to room 314. Suddenly she gets stabbed, by Adam, her project. 

Riley can't believe that Prof. Walsh tried to get Buffy killed, and now that Walsh was found dead, the whole Initiative is in disarray. Unknown to Riley while Maggie was alive he was being fed drugs through his food. Riley begins to experience withdrawal symptoms. Buffy thinks it's the Polgara demon that killed Maggie, so she hunts for it. But nothing is found so Xander and Buffy head to The Initiative to find some more information. There they find Dr. Angelman and Riley. And a new person Adam. A thing, part human, part demon and part computer. He kills Dr. Angelman and injure Riley before making a break for it. 

Faith wakes up from her coma and seeks revenge on Buffy and the gang. Buffy and Faith have a  confrontation at UC Sunnydale. They fight and then Willow calls the police, but it isn't enough and Faith escapes. At Giles' he's greeted by three men, who know him. Faith receives a gift from the deceased Mayor. She decides to try it out. Faith heads over to the Summers' home. She knocks out Joyce. Buffy comes crashing through the window. Buffy and Faith fight, in the mean time Joyce calls the police. Downstairs Faith uses a device, claps hands with Buffy and switches bodies with Buffy. Joyce comes downstairs and Faith as Buffy smashes the device...to be continued...

Buffy as Faith (BaF) is carted off in an ambulance to the hospital and then to the police. Faith as Buffy (FaB) takes hold of Buffy's life. She flirts with Spike at The Bronze and has thoughts of killing Willow, and sleeps with Riley. BaF is getting ready to be taken away to England. FaB gets ready to leave the country. But FaB sees a news casting that changes her mind. BaF manages to escape from the Watcher's Council Elite team and heads to Giles. Willow and Tara had already figured out what had happened and were ready with a switch-backer. FaB's mixed feelings caused her to save a church fool of people from some vampire. But before FaB could leave BaF came and the bodies were switched. Faith then runs onto the next train out of Sunnydale and Buffy deals with what Faith and Riley got up to.

The most popular and well known person is Jonathan. He's everything, movie star, sports superstar and all round celebrity. He's also a better fighter than Buffy. Buffy begins to get suspicious of Jonathan being so good at everything. The gang just think that she's jealous. Suddenly a new monster in town, which Jonathan seems quite afraid of, also makes Buffy think. The gang are soon behind Buffy, after some research. They find out that Jonathan has changed the universe's perception of him. This comes out in the new monster. Jonathan encourages Buffy to fight this monster. As she does Jonathan gets weaker and Buffy gets stronger. When it's over Jonathan's back to his geeky self. the gang remember everything that's happened, but it seems some what surreal. Jonathan's advice on Buffy and Riley's relationship works. 

Riley and Buffy's relationship is getting deeper and deeper. While Anya's and Xander's relationship seems to be falling apart. After one night without sex Anya thinks they're breaking up. Anya goes out to the Bronze gets scared by Spike. In The Bronze they both mope about their loves. They both say that they should wreak their revenge, but then decide not to. They go to the party instead. At the party Riley and Buffy move away from the party side of the party and go upstairs. Things get weird at the party, the house shakes and the partiers are forced outside. A ghost walks through Anya. The gang go to Giles, only to find him singing. They find out that the house is haunted and Riley and Buffy are fueling it all. Only until the battery runs out. Willow, Tara and Giles create a diversion while Anya and Xander fight their way into the house. They manage to do it, and Buffy and Riley are blissfully unaware of what's just happened. 

Tara and Willow's relationship seems to be blossoming, until Oz makes an un-scheduled stop at Giles'. Oz reveals to Willow that's he's Oz during full moon, not wolf-Oz. Oz decides to start at school again. He sees or rather smells Tara, assuming it's Willow. He finds out that Willow and Tara are in a relationship and Oz wolfs out. He chases Tara, but then gets shot in the back with a tranquilizer gun by Riley and the other commandos, not knowing it's Oz. Tara sets out to find Willow and tells her what's happened. Meanwhile at The Initiative, just as Riley's about to shoot it, Oz re-humanises. Then they begin to do test on Oz, regardless of Riley's protests. With the help of Spike, Willow, Buffy and Xander infiltrate The Initiative. They find out that Riley was trying to help Oz escape and got caught. Buffy and the gang help Riley and Oz escape. Riley's quit The Initiative and the gang have to scatter for their own protection. Buffy tells Riley about Angel, omitting  a few facts.

In order for Spike to get the chip out of his head he has to help Adam. He helps Adam by temporarily breaking up the Scooby Gang. Angel's back in town, to say sorry for the things he said while Buffy was in Los Angeles. Angel's already been met with a welcoming team of commandos, which he pummels well. But before he finds Buffy he meets up with Riley. Riley has just been told that Angel and Buffy had sex, by Xander. So Riley isn't in the right frame of mind. He sees and begins to attack Angel. Angel walks away from the fight while Riley's slightly more hurt. Angel heads over to Buffy's. As soon as he tries to explain Riley comes in with a gun. Buffy quiets him and her and Angel talk. Buffy explains to Riley about Angel. Then heads over to Giles' to see what they've got. An argument starts courtesy of Spike. Giles gets drunk and Buffy storms off...to be continued...

Buffy goes to find Riley, but he is with Adam. Riley's got a chip which he got implanted with by Prof. Maggie Walsh. Forrest, who was killed before by Adam, is now a demon-human-cyborg. Also Dr. Angelman and Prof. Walsh have been brought alive as drones to work for Adam. Adam plans to do the same as he did to Forrest to Riley. Meanwhile Buffy has figured out what Spike has been up to. The gang reunited plan to kill Adam once and for all. Things are hectic at The Initiative, especially when all the demons escape. Buffy heads out to find Adam, she finds Riley in the process who fights off Forrest. Buffy finds Adam. Giles, Willow and Xander perform a spell which combines all three into Buffy's body. Buffy is super-Buffy and kicks Adam's ass, and kills him. The gang then set out to save the majority of the commandos who are still left. The Initiative is then buried.

The Scooby Gang all go to have a vid fest at the Summers' home. But before long they all fall asleep. They all have dreams with one thing in common, the first slayer. The first slayer is angry because it got invoked when Giles, Buffy, Willow and Xander did the spell to fight Adam. In Xander's, Willow's and Giles' dream the first slayer kills them, in some way. In Willow's dream she's forced to strip herself, leaving a geeky person behind. (Funnily enough it's the same thing she wore in "Welcome to the Hellmouth" in Season 1.) In Xander's dream he dreams of his basement and returning back to it every time. Giles dreams about Buffy being her daughter and Olivia the mother. Also about Buffy being the slayer. Buffy dreams about Tara, who's giving her a cryptic message. The first slayer appears in Buffy's dream but she manages to ward it away, without killing it. The messages which Tara gave Buffy haunt her afterwards.