A young woman's being chased in Istanbul, gets caught and is killed by men in black hooded clothing. Back in Sunnydale Dawn is being taught how to kill a vampire successfully by Buffy. Dawn does well, but in the end her older sister has to intervene to kill the vampire. Buffy says there are harder things to come, namely the reopening of the Sunnydale High School. In England, Westbury Willow is with Giles learning about magic, it's power and controlling her own. Willow wishes she never had her power but is glad that Giles has taken her to the coven to teach her what she needs to know. Back in Sunnydale Dawn is getting ready for her first day of high school. Xander arrives with blue prints of the new school as he's working on the construction of various parts of the yet un-built departments. When, compared to the old blue prints, the old library which was above the hellmouth, built on that same site is now the new principal's office. Buffy's is immediately suspicious. Before they all leave to the new high school Buffy gives Dawn a present. When they arrive at school Buffy follows Dawn and bumps into the new principal who says he knows a lot about Buffy. Buffy's even more suspicious than ever and decides to have a look around and tells Xander to look out for anything as well.

While in the school Buffy encounters a strange ghost/zombie in the girl's toilet who tells her she didn't save her and she can't save anyone. Buffy leaves and goes to get Dawn. Dawn is in the middle of introducing herself to the class when Buffy storms in to tell her to leave. Buffy leaves quietly after causing a little bit of a stir. At the local coffee shop in Sunnydale Anya & Halfrek are talking about Anya's recent antics as a vengeance demon. Halfrek tells her that dark things are coming, and it's not a good time to be a good guy. Back at the high school Buffy finds Xander and tells her what she saw, Xander says that he'll keep an eye out but he hasn't seen anything. Buffy continues to go and look around. Back in the classroom Dawn lends her pencil to a seemingly normal student but he turns into a dead one and stabs her pencil into Dawn's eye. Dawn leaps and starts screaming only to realise that there's nothing there. She excuses herself and goes to the toilet. In there she meets another girl who's been seeing dead people, Kit, both of them decide to go out and get some air when they see those dead people again. The floor of the toilets fall through and they both fall into the basement. In England Willow's having a mild fit, after she calms down she tells Giles what she saw, the earth and it's teeth. The hellmouth is going to open.

Back at the high school Dawn and Kit meet another student who got chased by a dead janitor, Dawn gets out her "weapon" which Buffy gave her that morning. A mobile phone. Meanwhile Buffy has been accosted by the principal who gives her the third degree. After Buffy gets the call from Dawn she creates a bad excuse and leaves the principal in the hall. She goes to the toilets where Dawn was and jumps down the hole. Buffy is confronted by the zombie dead people and eventually gets passed them and sees Spike living in the basement of the high school. He's gone a bit mad, and doesn't make any sense to Buffy. He also tried to cut his own heart out, as Buffy saw scratching marks by his heart. In Spike's mad rantings he tells Buffy that they aren't ghosts, they're manifestations brought into being by a talisman. Buffy phones Xander to get the talisman which Buffy saw in the girl's toilets while she goes after Dawn. She gets to Dawn and a fight ensues, Xander's got the talisman and as he tries to destroy it one of the manifestations jumps him to stop him. But he breaks it and all are gone. As  they get out of the basemen Dawn, Kit and Carlos all head off to class. Buffy's offered a job in the school to act as a kind of counselor for the students. Buffy accepts. Back in the basement Spike's sitting in a ball on the floor. He's talked to by Warren, and then Glory appears, followed by Adam, The Mayor Richard Wilkins III, Drusilla and The Master all telling him about what's to come. The Master then morphs into Buffy telling Spike that it's about power.

In Frankfurt, Germany a young girl is being chased by the same hooded men as in the previous episode, they eventually track her down and kill her. Before she dies she says, "from beneath you, it devours." Buffy wakes up screaming, she dreamt this sequence but she knows it was one of her prophetic dreams and tells Dawn, who's sitting next to her, that there are more girls like her out there. Out on the streets of Sunnydale things are rumbling, the ground is shaking and moving. The next day Xander gives Dawn and Buffy both a ride to school. Buffy gets shown to her new office/work station where she will be dealing with the teens. She asks Principal Wood why she got the job, but then he asks if there's something about her he doesn't know that he should know, Buffy says no. Some students come in to see Principal Wood, he leaves and Buffy takes this time to look around again. She heads for the basement but Spike isn't there. Back to Westbury in England Willow's sitting with her luggage. She's reluctant to leave even though the taxi is there. She's worried that the rest of the gang won't take her back, Giles manages to convince her to go back and she grabs her things and with Giles heads to the taxi.

Back in Sunnydale a young woman is walking her dog, her dog is suddenly grabbed from underground and presumably taken and killed. The woman begins to get dragged along to the same hole but gets up and runs in the opposite direction just in time, where she bumps into Xander. Xander takes her to Buffy's home where she tells them what happened. Buffy decides that they should go out and kill this demon. Quite suddenly Spike's at the door way of the living room and says that he can help. He talks to Buffy privately, Buffy feels that there's an ulterior motive to his actions, but he says there isn't and Buffy knows that she needs the help so Spike comes along with. Xander drives Nancy home while Buffy and Spike go out to hunt for whatever is out there. Buffy and Spike find the hole where the dog was taken. Buffy still can't get the fact that Spike tried to rape her out of her mind and doesn't understand what he's doing there. Spike tells her something's changed, but since they're not best friends anymore he doesn't have to tell her. At Nancy's, Xander's successfully dropped her off. Where she then hits on him, just as he's about to leave they hear a rumbling sound. Something breaks through the ground, Xander and Nancy run for it and dive for cover, it then leaves. Nancy then talks to Xander about her ex and brings up the fact that she wished something about him, which leads Xander to think of Anya.

The gang all head to The Bronze where Anya's working with a "customer" of hers. Anya says that it was her that turned Nancy's ex into a demon, a Sluggoth demon, even though she wished he was a worm. While there Anya senses Spike's soul and wants to know how he did it. A fight breaks out, which Buffy then gets involved in. In that time Nancy has run off, Xander tells Buffy and Buffy goes after her while Xander tries to convince Anya to reverse the spell. Nancy's being tracked down by the demon and climbs up for her life, but her ex in demon form rams the building on which she's climbing and nearly knocks her down. Buffy's manages to save her in time, and Spike's been following Buffy and grabs the nearest weapon and begins to pummel the demon. But as he strikes the demon it goes into human form, Spike goes mad as it seems Anya reversed the spell. While the unlucky ex is in shock on the ground. Spike runs from the scene, clearly mad from what's just happened. Nancy's gone too, and Xander and Anya arrive. Buffy goes after Spike. Spike's in a church and speaking like he was when he was in the basement of the school, very slightly mad. Buffy then figures it out, Spike's got his soul back.

At Sunnydale Airport Buffy, Xander & Dawn are waiting for Willow's arrival back home. Xander's made a sign, though it's not very visible what's on it, as he's used his yellow crayons. They're looking forward to her return until Buffy mentions that Willow didn't actually finish her course which she was meant to be doing but it was important for her to return home. They stand and wait until all the passengers are off the plane and Willow still hasn't come out. At the same time Willow's seen actually getting off and arriving in the arrivals lounge but not being greeted by Buffy, Xander or Dawn. She welcomes home herself. Somewhere in Sunnydale, in a dark alley a person is adding his own graffiti to a wall. He hears something and before long a demon's on top of him and has killed him. Willow arrives back at the Summers' home, she knocks on the door but no one opens it. And so goes round to the back where she lets herself in. She walks through the house and then gets upstairs, the last place where Tara was seen alive and goes through the motions again. She hears a sound downstairs and rushes downstairs. She finds no one so slumps on the couch and falls asleep. At 10:41pm Buffy, Xander and Dawn arrive back home, all thinking that Willow's evil again and has gone elsewhere to cause some mayhem. They hear something upstairs and Xander goes to investigate, but there's nothing. The three of them then go and sit on the couch together. 

In the morning Willow wakes up and still doesn't find anyone at home, she's now seriously depressed and so tries to phone Giles. But he's with the Council and so she can't get hold of him. She heads to The Magic Box, or the remains of it. There she finds Anya and asks if she's seen the rest of the gang. But Anya hasn't. Willow sits down in front the of the shop and Anya sits beside her. Anya thinks that the others are still mad at Willow and the goes on to tell them that they might all be at the new high school as Xander's got a job there, Buffy's got a job there, Dawn's schooling there and Spike's living in the basement there. At the high school Willow heads to the construction pit and calls out for Xander, she goes into the pit to find a skinned body and skid addles out of there. Simultaneously Buffy and Xander are also there. Xander found the body first thing and called for Buffy. Buffy think it's Willow. Meanwhile Willow has managed to find Spike in the basement of the school. He seems more mad than ever and Willow can't get a single normal sentence out of him. She then leaves. Buffy and Xander are in the basement as well, and having a similar conversation with Spike as Willow just had. Spike says that everyone's talking to him, but nobody's talking to each other. Meanwhile Willow has made her way to Anya's where she tells Anya of the skinned person she found. They both suspect each other at first, and then Willow asks for help in a spell which located demons in Sunnydale. They do the spell and find a spot that looks promising and leaves to investigate it.

In the Summers' home Dawn's on a laptop while the Buffy and Xander are also investigating possible demons. Buffy still thinks it's Willow while Dawn's investigating has turned up a possible suspect. Gnarl, a demon which eats the skin of people and laps up any blood from them. The only way to find the demon is to follow the scent of blood, where they enlist Spike's help. Spike leads them to the cave where Gnarl is and leaves. Willow's at the cave as well and looking around. There's something else in there... Dawn gets slashed across the stomach, Buffy and Xander get her out of there and fill up the entrance of the cave blocking Willow in there. Buffy and Xander get back home and get Anya to look after Dawn while they go and kill the demon. When Anya arrives she tells them that Willow was in that cave too, but they couldn't see her. Anya goes with Buffy and Xander back to the cave. There Willow's slowly being eaten. Buffy, Xander and Anya soon arrive. Anya tries to comfort Willow by telling her what's going on. Buffy kills the demon by poking it's eyes out with her thumbs. Anya leaves quickly as all the drama's over. Willow soon starts to appear again. And they all get home. The next morning Willow's healing herself in Buffy's old room. She tells Buffy that is was her that made her not visible. She didn't feel she was ready to see them and so by thinking it, it became true. Willow tries to carry on the healing process even though she's clearly exhausted. Buffy lends a helping hand by lending her her strength.

Buffy, Xander and Dawn are all hiding out in a funeral home waiting for a suspected vampire to awaken. She does and Buffy stakes her instantly. She's anxious about the next day, her first day as the school counselor. The next day as Buffy sits she gets a continuous flow of students going to see her. Most of them have actually got some problem but some are just there for the hell of it. Elsewhere Willow and Xander are walking together, Willow's heading to Tara's grave. She goes there alone and sits and talks to Tara. She sits and traces Tara's name with her fingers. Back at the school Buffy continues with the students she's getting. A girl arrives and Buffy asks her why she's not doing her homework and things. The girl, Cassie, says she doesn't see the point because she's going to die next Friday. Cassie tries to change the subject by mentioning Buffy's shirt and that she should put something on it so it doesn't stain. Buffy thinks that Cassie's going to commit suicide, Cassie's tells her she's not, she's just going to die. With that Cassie leaves. Buffy tells the principal about Cassie and wants to do something, but the principal tells her that there's nothing she can do. Buffy's handed a cup of coffee, and then Buffy spills it on her shirt, like how Cassie said.

Buffy finds Dawn at her locker and tells her she has a job for her. Dawn's seen lurking around the library and sees Cassie. A boy asks Cassie to the Winter Formal but Cassie says no. Dawn comes to the desk and asks Cassie for some homework details, Cassie says she doesn't know them. The boy gets up and leaves, he's got some other work to do. Dawn sits down and gets talking to Cassie. Cassie figures out that Buffy and Dawn are sisters. In the Summers' house Buffy and Xander are surrounded Willow on her laptop searching for information on Cassie. They search and find that she has her own website where they find poems talking of some pretty depressing things. Dawn arrives home and reckons it's the boy who wants to ask Cassie to the dance but has been turned down. While searching on the net they come across Cassie's father who's been charged for a few offences. Xander and Buffy go to check him out. They go and find out that the weekend that Cassie says she's going to die she's not going to be with her father but her mother. They leave before they say something else to offend him. Outside they meet Cassie, she tells them that she knows this is going to happen she's going to die and there's nothing anyone can do. Buffy wants to help but Cassie tells her there's nothing she can do.

At school Buffy's still trying to get her head around Cassie. She goes to see Spike to ask for his help, but his mental state doesn't seem to have improved and he's still as mad as ever. In the halls, Mike (Cassie's friend) is stopped by Buffy who seems to think it could be him that kills Cassie. He just wants to go out with her, meanwhile the principal's doing a locker search, a whole bunch of coins fall on the floor, something Cassie predicted. Buffy finds the owner of the locker and threatens him into tell her what she wants to know. At the end of the day Cassie tells Dawn she knows what's been going on, Dawn being friends with her. But Cassie still thinks of her as a friend. As they walk away Dawn's approached by a guy who asks if she's been asked to the dance. Cassie walks away telling Dawn not to blame herself on what happens next. Dawn realises the guy was just messing around, but then she can't find Cassie. It's nighttime at school. There's a circle of people, Peter the guy who asked Dawn about the dance, appears from behind a book case with a knife to Cassie's neck. As the chanting goes on, Buffy reveals herself as one of the hooded people. A fight breaks out, and a demon is summoned. While Buffy fights the demon she's trying to save Cassie as well. She gets a lucky break and Spike arrives who helps Cassie while Buffy gets rid of the demon. Cassie's saved and her and Buffy leave. An arrow nearly hits Cassie as they leave through a fire exit door, Buffy catches it in time. Suddenly Cassie falls to the floor. Later that night the Scoobies are at the Summers' home. It happened that Cassie's family have a history of heart problems, but Cassie wasn't told, there was nothing at all Buffy could have done to help her.

The gang are helping Willow unpack back in the Summers' home. Dawn's reassuring Willow on going back to college while Xander's expressing some worries he has over Anya. Xander doesn't think that being a vengeance demon is Anya anymore, not now. Somewhere else in Sunnydale there's a man on the floor dead, Anya's in the same room asking herself what has she done. We're in Sjornjost in 880, Anya's there and so is Olaf, but here she's called Aud. They are living together, Anya expresses some worry over Olaf going to the bar and seeing another woman there. But Olaf tells her she's the only one for her. Back to the present Anya's trying to wash the blood off her arms in front of a mirror. In the high school basement Spike appears to be talking to Buffy, Spike tells her all of what's bee going on and his worries. Buffy reassures him and tells him that they are both going to get through this. Suddenly Buffy comes into the basement, it was another figment of his imagination seeing Buffy there previously. Buffy now tells him that living in the basement isn't doing him any good and he has to get out of there. Spike tells her that he's got nowhere else to go. Outside UC Sunnydale Willow's talking to a professor of her's about letting her get into the course again. To Willow's delight she's accepted back in, before she leaves she sees Anya coming out of a fraternity house. Willow questions her of what she's doing there. Anya says that she's got a new boyfriend who lives in the frat house. Willow's not convinced when she sees a mark of blood on Anya's arm.

Willow goes in the house to investigate. She calls out and no one replies. She hears someone inside the closet. It's a girl and she's crying. In her mumblings she manages to tell Willow that she wished that the other frat boys could find out what it felt like to have their hearts ripped out. A spider like demon did that to all of them. And that demon approaches Willow from behind, as she casts a spell protecting the both, she momentarily reverts back to her dark self and then the spider demon gets chucked out of the window. Back to 880 Olaf is now a troll and is terrorising his former villagers. Anya looks happy with herself. She's approached by a demon, D'Hoffryn who introduces himself to her and asks her to join in the vengeance scheme of things. Back to present day Buffy seems some what bored in her office, she gets a call from Willow about what she just saw and Buffy leaves to find Xander so that they can kill whatever it is. At Anya's, Halfrek's congratulating Anya on her latest successful and rather gruesome wish. Anya seems to think she's just rusty and her mood hasn't changed from before. Without any warning Willow arrives and demands Halfrek to leave. Halfrek does so. Willow confronts Anya on what she's just done, Anya tries to justify what she's just done saying that they deserved it. Willow doesn't think so at all. Meanwhile Xander and Buffy are after this demon, they both have an encounter and after a brief fight Buffy lands an axe into the demon's abdomen. Buffy and Xander arrive back home and they find Willow sitting on the sofa, she tells them she knows where the demon came from. After Willow tells all, Buffy knows what she has to do, she has to kill Anya.

Xander tries to protest and tells her she can't do that. She hasn't killed Spike, and an argument breaks out. Buffy brings up the fact that she had to kill Angel, and reminded how Xander and Willow rooted for her. Willow objects when Buffy says that she said to tell Buffy, kick his ass. It's not followed up. Xander leaves, Buffy goes to her weapons chest and draws out a sword. Willow says she can't go with her, and with that Buffy leaves. Back in the past, to a different time we see Halfrek & Anya sitting at a table, with dead men slummed all over it. Outside is a revolution that Anya caused. Halfrek wants to go out and have some fun, but all Anya seems to think about is work, vengeance. Back to 2001 in Sunnydale, Anya's singing a song about how happy she is that she's going to be getting married, to Xander. Back to the present, Willow searches through her draws and takes a talisman out. She goes to the bathroom and calls forth D'Hoffryn and wants to talk to him. Xander finds Anya at the frat house, Anya doesn't want to hear anything from him. Xander warns her that Buffy's coming to kill her, she arrives, Xander's knocked out of the way and Buffy and Anya fight. Things look bad for the slayer but then the tables are turned and Anya winds up with a sword through her chest. But that's not enough, Anya takes the sword out and the fight continues, there's a crack of lightening. Everyone's thrown back and D'Hoffryn appears. He tells them of talking to Willow about the situation, then asks Anya what she wants. She tells him that she wants to reverse the spell, and he returns that for such a grand wish to be reversed he needs the life and soul of a vengeance demon. Anya offers her's, Xander protests. D'Hoffryn reverses with wish, but he ends Halfrek's life not Anya's. Anya's completely shocked and doesn't know what to do. D'Hoffryn warns her, from beneath you it devours, and she won't get away that easily. With that he leaves and Anya leaves, Xander goes after her. Tries to reassure her of what's been going on....

Spike's given somewhere else to live, apart from the school basement. Buffy's given him a room in Xander's place. As Xander lays down the rules for Spike he forgets to actually invite him in, which he does eventually. Buffy's still jumpy around Spike. Spike reckons it's not going to work, but Buffy tried to convince him otherwise. The next day Buffy and Dawn are sitting on the bleachers at school. Dawn tries to ask Buffy why she's helping Spike and what's really going on. Buffy can't explain anything, just that she feels for him and what he's going through. She later makes her exit leaving Dawn pondering on the bleachers. As Dawn sits there she sees a guy, a football player who catches her eye. As she stares she nearly falls off the bleachers. Somewhere else Buffy's fighting a demon. It's Anya's place, D'Hoffryn sent a demon assassin to get rid of Anya. While Anya was grateful of Buffy stopping by she wanted her to leave. Buffy tells her that she doesn't want her friends alone out there, and Anya reassures her. At Sunnydale High Dawn is pacing back at forth. She eventually walks over to a boy, actually a group of jocks and cheerleaders. She talks to one called RJ, but he doesn't appear to be that interested in him, and one of the cheerleaders doesn't like the attention he's getting from her. RJ doesn't seem interested and soon enough that whole gang just walk away from her. Back at home Dawn's looking for something in the attic and she finds it.

The next day there are cheerleading try outs, and Dawn tries out in Buffy's old cheerleading outfit. But things don't go so well and she appears to make a fool of herself and embarrass RJ completely. That evening Buffy tries to console a crying Dawn standing outside the bathroom. Dawn doesn't come out. Eventually she does and Buffy sees her cheerleading outfit all cut up. She asks Dawn what's going on. Dawn says that she's in love with RJ and that she's made a fool of herself in front of him. Buffy's suspicious of Dawn's feelings and says it's just a crush. Dawn refuses to believe it and orders Buffy out of her room. The next day Dawn sees RJ by the lockers, it appears he's not going to be started in the next game. But Dawn makes sure that he does as she pushes RJ's rival down the stairs. Dawn ends up in the principal's office with Buffy along with. Dawn says that he fell, but Buffy gets suspicious when Dawn again mentions RJ starting in the next game. As she leaves RJ sees her, she shocked at the attention he's giving her. He asks her if she'd like to meet up with him later on, Dawn agrees happily. That evening at The Bronze Buffy, Xander and Willow all see RJ dancing with a slut-bomb. Soon they all realise that that slut-bomb is in fact Dawn. Buffy has a stern word with her after which she goes home. On her way home she meets another of RJ's fans and they get into a fight. Buffy breaks them up and leads Dawn home. The next day RJ's coming out of the principal's office. Buffy intercepts before he leaves and tries to find out what's going on with the girls. RJ begins to put on his jacket, at which time Buffy suddenly gets softer and sees RJ's side of things and lets him go when another faculty member arrives.

That night Buffy has a talk with Dawn, telling her to slow down a bit with RJ and that things will be fine for them. The next day RJ gets called out of class by Buffy saying that the office need to see him. He gets led to a dark classroom where Buffy begins to seduce him and they end up making out. Meanwhile Dawn's on the look out for RJ and looks through the windows of all the doors to the classrooms on campus. She soon finds Buffy and RJ and runs crying. Xander sees Dawn and asks what's going on. When he stumbles into the room with Buffy on RJ she orders them to stop and Buffy to leave. That evening Buffy comforts Dawn saying that he's in love with her, not Dawn and that she's just got a crush. They both appear to be under a spell. Xander explains he knew RJ's brother slightly when he went to Sunnydale High and says it might be a way in to see what's going on. Xander & Spike go and see RJ's brother, but he's not what he was in high school. No longer the popular, good looking guy that he was, he now works in a pizza place. As they talk both Xander and Spike learn that it's the jacket that was passed on from father to son, and then to brother that's working the mojo. They make their excuses and leave. In that time RJ has made a visit to the Summers' home and has cast the spell on Anya and Willow. All four girls get into an argument about RJ and all set about their different ways if proofing their love to him. When Xander and Spike get back they just about stop Willow turning RJ into a woman, and then go after Buffy who's off to kill the principal. Spike grabs the rocket launcher from Buffy just in time. They next go after Dawn. Dawn has lain herself down on a railroad track to get run over by a train. After Buffy saves her Dawn explains that she wanted RJ to remember what she did for her, and that it would be forever. It all becomes very obvious what went on with the spell.

Spike and Xander devise a plan to get the jacket, which just entails ambushing him on the street and stealing the jacket off him. They then burn it. Willow asks Anya what she did for RJ, Anya says she wrote a poem. But as the news on the radio comes up about a masked robber stealing from several banks in Sunnydale, Anya quickly switches it off.

At The Bronze a band plays. Spike's sitting there drinking. Willow's at a library nearly falling asleep on her books. Dawn comes home to an empty house and a note left by Buffy giving her money for food, but not Pizza. Buffy's out patrolling waiting for a vampire to rise. A vehicle drives down a road, Jonathan and Andrew are inside. They're coming back to Sunnydale for something, Andrew's afraid of of meeting any of the gang here. But they've come for something. Back to Buffy, she's fighting a vampire who seems a bit more powerful than her average vamp. Dawn's at home eating a pizza. She picks up Buffy's axe and pretends to be the slayer and starts swinging it about. She then picks up the crossbow and makes her mark on the wall. She turns up the radio and hears a thud from somewhere. Willow's at the library at UC Sunnydale and gets an unexpected visitor in the form of the dead Cassie Newton. Cassie says that she was asked to go to Willow to talk to her, Willow's confused and then realises it must be Tara that sent Cassie to her. Dawn's watching an old black and white horror film. She's talking to Kit on the phone at the same time. She hears the thud again. Goes to the front door and their seems to be a storm going on outside. She just manages to shut the door when she hears the thud again. She tries to switch off the TV, but it won't go. She then unplugs it, and the TV's still on. The battle in the graveyard goes on. Just as the vampire's going to strike Buffy he recognises her and says Buffy's name. He says his name, Holden Webster - Webs from Sunnydale High. Buffy fakes remembering him.

At the Summers' home all electrical items are on and blaring sound. Dawn goes to each of them individually with an axe. As she gets to the radio she hears her mum's voice, Joyce, calling her name. But the microwave explodes and cuts Dawn's bare feet. Meanwhile at the graveyard Holden's still trying to jog Buffy's memory. He gives up and then asks about what's new with her life. They talk for a while and he gets a bit of info on the whole vampire thing and what Buffy is. It turns out that one of Buffy's past boyfriends was actually gay, Scott Hope. Buffy says that she really knows how to pick them. Buffy's mobile phone begins to ring, but Buffy's nowhere near it. It's Dawn on the other end pleading for Buffy's help. The thudding hasn't stopped and Dawn's really scared and freaking out, especially after previously hearing Joyce's voice. at Sunnydale High Andrew & Jonathan have landed and are looking for the basement. After they split Andrew starts talking to Warren, dead Warren. They have plans to kill Jonathan, but later. At UC Sunnydale Cassie and Willow sit and talk, the memories of Tara flood back. At The Bronze Spike meets a woman... they sit together. At the graveyard Holden and Buffy are still discussing Buffy's situation. Buffy's pouring her heart out, then all of a sudden Holden vamps out and hits Buffy over the head and almost bites her. Buffy throws him aside, the fight gets more dangerous and they crash through the window of a mausoleum. Back at home things aren't getting any better. Brief flashes show Joyce laying on the couch, the same place where she was found and in the same way. Dawn asks why whoever is hurting her mum. A ghostly voice tells Dawn to get out as Dawn heads to the door. She opens the door but doesn't walk out, instead stays to help her mum.

In the basement of Sunnydale High, with the guidance of dead Warren they get to where they need to be and start digging. Back at the graveyard the fight goes on. Holden asks Buffy if he's mad at her for wanting to bite her or for opening up. Buffy steps aside. Buffy agrees to answer one question from Holden, he asks if her last relationship was with a vampire. At UC Sunnydale Cassie's telling Willow that she has to stop the magicks, everything. Willow tries to convince Cassie about what Giles said. If she stops it'll be as bad as if she went overboard. Cassie then tells her she has to because she's going to kill everyone. At Sunnydale High Jonathan and Andrew have uncovered something, a symbol. At the Summers' home Dawn tries to incant a spell that will help her mum and get rid of whatever's there. Chaos soon ensues. Dawn's thrown against the wall, but soon whatever it was dies and a light shines, it's Joyce. Spike meanwhile has vamped out and bitten into the girl he met at The Bronze. Holden reveals to Buffy that it was Spike that sired him. Joyce tells Dawn that Buffy will not choose her in the future, when the time comes. And then Joyce disappears and Dawn crumbles on the floor. Jonathan gets stabbed by Andrew, goaded on by Warren, and falls on the spot of the symbol they had just dug up. At UC Sunnydale Cassie tells Willow that big things are coming, Willow says again, "From beneath you, it devours." Cassie says it's her that devours, and then disappears into nothing. Buffy stakes Holden, and the song playing at the Bronze ends on the word, alone.

In London a man comes home to find a young girl dead on his floor. The same dark hooded men are seen in the room, as the man fights one off another stabs him in the back. Back in Sunnydale Willow comes home to find Dawn sitting in the wrecked living room. Dawn tells Willow what happened and Willow tries to tell Dawn that it's the big bad that could have been here, and with Willow. But Dawn doesn't tell Willow about what Joyce said about Buffy not choosing Dawn when it comes to it. Buffy rushes over to Xander's and explains to him what Holden said to her, about Spike. Soon enough Spike returns home. Buffy tells him about her kill, Spike doesn't blink an eyelid and returns to his room. Buffy wants someone to watch Spike the next day. Xander says he can't and he has to work. Buffy finally returns home to the carnage. Willow explains what happened, and Buffy tells her what happened to her that night. Something's afoot. Buffy makes up her mind, saying she doesn't know what's going on but if Spike's killing again she needs to see him kill. The next day Xander's got Anya "babysitting" Spike. She snoops around his room. Spike suddenly wakes up and asks what Anya wants. Anya says she's looking for sex and wants to have sex with Spike again. Spike refuses profusely, and eventually Anya backs away. Spike gets ready to go out, as soon as he leaves Anya phones Buffy to tell her he's gone out. Out on the streets of Sunnydale Buffy follows Spike. He approached a young girl and takes her to an alley way. Where he vamps out and bites her, goaded on by Buffy. Spike pulls back and realises that that's not actually Buffy and runs away. That Buffy then morphs into Spike.

Later that night Buffy confronts Spike on his antics that night and before with Holden. Spike claims he can't remember, Buffy doesn't know what to think. Buffy, Willow, Dawn and Anya gather at Buffy's to discuss everything that's been going on with Spike. Willow does a search and finds that there are a lot more missing people than normal. Spike prepares to go out again, and he has flashbacks of his first night with another girl. He tries to leave and Xander tries to stop him. But Spike punches him out of the way, the chip kicks in. Xander lays unconscious on the floor and Spike leaves. Spike goes to The Bronze where he asks people about him and the other girl a few nights before. Know one has seen her. He sits on the balcony and is approached by another girl. She suddenly vamps out and asks Spike if he wants to help her feed on some of the people there. Spike refuses, a fight breaks out, and Spike dusts her. Buffy goes to the club and asks the doorman about Spike. She gets a call on her mobile, it's Spike and gives her an address to go to. When they arrive there Spike leads Buffy into the basement. Buffy doesn't follow at first and then eventually goes in reluctantly. While in there Spike sees the other version of himself, goading him to do something to Buffy and telling him this isn't the plan. Spike shows Buffy where he thinks he buried his victims. The other Spike starts humming a song, the real Spike vamps out and things get a whole lot worse.

All of Spike's victims begin to rise as vampires. They grab Buffy, the other Spike is goading the real Spike into feeding off Buffy. He tastes the blood from a wound in Buffy's arm, and then retracts seeing what's going on. This leaves Buffy to fight off all the vampires and she does so. After she does she approaches Spike. Spike wants her to stake him, but she doesn't. She takes Spike back to her home where she tells the others that he has been closer to this big evil than anyone and they need to know what's going on. Back in London Giles goes into the room where the previous man and girl were killed. He finds the man, it appears to be a Watcher called Robson. Robson tells Giles to collect them and leave. Just as he says that a hooded person comes up behind Giles wielding an axe...

Xander's repairing the house from Dawn's visitor a few days ago. Anya thinks that they should just kill Spike while the rest of them dodge the subject. On the street Andrew, is goaded on by dead Jonathan and dead Warren to complete what he started before. The ritual needed more blood. At the Summers' home Buffy's tying Spike up to a chair in her room, preparing for the worst from him. The next day Principal Wood is told by Dawn that Buffy won't be making it in that day, due to the fact that she's ill. Meanwhile back at home Buffy's on the phone to Quentin Travers in London demanding he find Giles right that instant. When he puts the phone down he addresses the rest of the people in the room saying that they need to find Rupert as well. Back in Sunnydale Spike is suffering from serious withdrawal symptoms due to the lack of human blood. His game face suddenly appears and he tries to attack Buffy, but his ties hold him down. Buffy backs out of the room and Willow goes to see her. Buffy suggests that Spike get some animal blood and Willow offers to go to the butchers' to get some. Andrew & Warren are also attempting to get some blood to finish the ritual. Andrew's facing a piglet which he has to kill, but he even fails at that. At a butchers' shop Andrew begins to order some meat then some blood. After he gets his order he turns and runs into Willow. Andrew bolts for it as Willow runs after him.

Andrew tries to talk his way out of the situation but it doesn't work. Willow drags him home. Upstairs Anya and Xander begin to interrogate Andrew, Anya in a more violent way than Xander. Anya hits Andrew across the face, at which point Xander takes Anya to talk outside. Buffy is meanwhile feeding Spike some pigs blood. Anya and Xander are in a bathroom feeling quite happy of their treatment of Andrew. Buffy comes in and they talk about what's happening with both guys, Andrew & Spike. Buffy goes back to Spike and they talk out what Spike has gone through over the past couple of months and his reasoning on why he got his soul. Xander's back with Andrew attempting to intimidate him over Anya, telling him what she could do to him. Andrew's clearly slightly rattled by it. Suddenly Anya comes in, there's a bit of a kafuffle and Xander ends up getting hit by Anya, though Anya apologises quietly. Buffy hears what's going on and goes into the room. Things are sorted and she goes back to Spike. She hears Spike talking to himself and goes in and asks who he was talking to. Spike denies everything. Suddenly Spike's face changes and he charges for Buffy. Andrew is meanwhile telling Xander & Anya everything, Spike bursts through the wall and grabs Andrew and begins to drink off him. Buffy grabs Spike and throws him against the wall off Andrew and kick his face until he passes out.

That night Buffy and the gang discuss what just went on with Spike. Xander explains that they, or whatever it is could be controlling Spike with a song, like some people in the army. But he doesn't know how it could be reversed. Also that night Principal Wood takes Jonathan's body from the basement and buries it outside of Sunnydale. Spike is now chained up in the basement. He wants Buffy to kill him, but she refuses. Spike reckons it's because she likes pain in her relationships because it helps her slay. Buffy denies it and tells him that she's seen Spike can be a better man and she wants him to be that better man. Suddenly the light go out. Some hooded men ransack the house. Willow and Dawn are fighting a couple off, while Xander and Anya are doing the same. Buffy gets thrown all over the house. The fight's taken upstairs, where Andrew tries to get away but Buffy uses him as a shield and he remains. When all the hooded men appear to have gone Buffy and Xander realise there were more. They go to the basement and they find out that they were after Spike. Buffy recognises one of the dead guys, it's The First. Back in England at the Watchers' Council things don't look too good. Quentin makes an announcement, that they're heading to the hellmouth. As he says that the building explodes. Back somewhere in Sunnydale Spike is being strapped up and wounds are being cut into his flesh. He's at the same place as where Jonathan was killed. The First morphs into Buffy and says that they're going to show him what a real vampire looks like. As Spike's blood is drained on the symbol on the floor of Sunnydale High's basement it opens up and a huge vampiric creature crawls out.

While Xander clears up the mess The Bringers made, Dawn, Anya, Buffy & Willow begin to research all they can on The First. But it's not looking good. Andrew's knocked unconscious, even after a slap from Dawn. Buffy gets passed a book from her mum, Joyce. Joyce tells Buffy that things are coming. Buffy doesn't want to believe that The First has taken on her mum's form. Buffy then wakes up, with Xander looking on. Meanwhile somewhere underground in a cavern Spike is getting beaten to a bloody pulp by the uber-vamp as The First, now in the guise of Drusilla, looks on. The next morning Anya & Dawn are still trying to wake Andrew up. A glass of water doesn't work so they rush off to get hot water. Just as they do Buffy arrives and Andrew wakes up. Buffy tries to get more information out of Andrew and what he's been up to. She wants to know where the seal, which Andrew dug up, is. In Sunnydale High Andrew leads Dawn, Buffy & Xander to the spot of the seal and begin to cover it up again. When they finish and as they begin to leave Buffy and Dawn bump into Principal Wood, seen with a spade. He makes an excuse as to why he has it, and Buffy & Dawn make another excuse as to why they too have spades. The Principal asks Buffy to come in the next day to see some kids, as they're backing up. They leave the basement with both the Principal and Buffy looking over their shoulders at each other.

At the Summers' home Xander tries to persuade Buffy to rest but she's not going to. Dawn's researching the seal of Danzathar while Anya helps Willow with a locater spell for The First. The spell begins and blows everyone away literally. The First inhabits Willow briefly until Xander stops the spell by breaking a glass jar. Willow breaks down, not wanting to do magic again, she doesn't want to go back. Buffy tries to calm her down. Buffy's set on the idea of going out and finding The First, as she goes to open the door, Giles' is there, three young girls barge in leaving Giles standing there. They're all in the house, the three young girls are all potential slayer who have been brought to Sunnydale by Giles. Giles tells Buffy how all the slayers are being systematically wiped out, and soon Buffy will be on the list. And he tells them that the Watchers' Council was blown up. But before it went he got in and managed to steal some papers on The First and has brought them to Sunnydale. Anya, Willow & Dawn begin looking through them. The files describes The First, what it can do - it can take the form of dead people, it's not corporeal. The pressures put on Buffy when Giles tells her that she is the only one who can save the girls and save the world. First they need to find Spike, but they don't seem to be having much luck with that recently. Meanwhile somewhere in the cavern Spike is being tortured by the uber-vamp with Drusilla watching. Willow is trying to make sleeping arrangements for the newcomers, but nothing seems to suit Kennedy. So Willow leaves everything to Kennedy and walks away slightly shocked as it seemed that Kennedy was coming on to her. On the streets of Sunnydale Giles and Buffy walk together discussing past events and events to come. They eventually make it to the lot where Buffy first came across The First. She falls through the ground to the cavern and has a look around while Giles stays at the top.

She hears something in the cavern, as she turns she gets hit. It's the uber-vamp. She fights it, and stakes it but it doesn't work, he simply takes the stake out. Buffy manages to knock the vampire pretty hard and makes her way out. But he grabs her before she can get out. With all her strength she climbs out with only the sunlight keeping the vampire in the cavern. Buffy and Giles arrive home, early to see the potential slayers up as well eating. Buffy goes on to ask Giles what that thing was. Giles doesn't think he should explain in front of the other slayer potentials but she says they have to know one day. That thing was a turok-han, vicious vampire. Giles suggests Buffy rest, but she has to go to work. At work she tries to search on the web for evil. But gets interrupted by Principal Wood. She falls asleep and has another dream of her mum, giving her advice again on what to do. When she wakes she realises she fell asleep while counseling a student, who then leaves. Back in the cavern Spike's very beaten up. Drusilla tries to bring him to the dark side again, but Spike tells her that Buffy is the one thing that's keeping him together. She believes in him, and so the torture continues. That evening the Summers' home is boarded up and the three potential slayers are getting anxious. They too want weapons to protect themselves. Willow apologises to Buffy about not being able to help, Buffy claims that she's alright with where she is. Buffy watches outside as the sun sets. Molly runs into the kitchen, Annabelle's disappeared, she's run off. Out on the streets Annabelle's fleeing, she's run into the turok-han who kills her instantly.

Buffy goes out after Annabelle and she too runs into the turok-han. Things get ugly and Buffy gets beaten badly. She flees and heads into a construction area. She manages to the bury the turok-han underneath some steel pipes, but that doesn't keep him down for long. He comes up fighting and launches Buffy through a concrete wall, burying her in the process. Xander, Willow and Giles find Buffy and Xander doesn't believe what he sees. When they arrive home Buffy looks extremely bruised and beaten. Giles reckons there's internal bleeding. Giles is still addressing everyone else while Buffy's upstairs. She makes her way downstairs and gives her own address.. war is on.

At Sunnydale Bus station a bus arrives and out walks a girl. She heads to a phonebook and looks in there, but pages are torn out. When she turns around she sees the harbingers. Buffy arrives and gets rid of them all quite swiftly, introduces herself to another potential slayer, Rona. Together they go home. At the Summers' home Willow's having an uncomfortable night sleeping on the floor while Kennedy has her bed. Kennedy tries to entice Willow in there with her but Willow doesn't want to. Downstairs some of the other potentials are talking about Buffy, the Turok-han and The First. None of them all that confidant about the situation or about Buffy. Xander wakes up and tells them all to go back to sleep, and Andrew says the same from his tied up position in the corner. Buffy soon arrives back with Rona and introduces her to everyone else, while Molly introduces her to the kitchen. Buffy stresses they need to find more information on The First. Giles says that they haven't exhausted all of their resources, and against Anya's request tells Buffy about Beljoxa's Eye, a mystical oracle. Buffy tells Anya and Giles to look into that the next day. Back in the cavern Spike's looking worse, a harbinger approaches him. Spike jumps to action and releases himself from his restraints and fights off a few bringers. As he leaves the cave he meets Buffy. He then awakes with The First as Buffy looking over him, taunting and trying to fill him with more doubt on Buffy. But it doesn't seem to be all that effective. The next day Anya goes to an old demon friend of hers to ask about Beljoxa's eye and how to get to where it is. At first he doesn't say anything, after a threat from Giles the demon, Torg, opens the gateway to get to Beljoxa's Eye. As they enter the place is pitch black, and then they see it.

Back at the Summers' home Willow gets a phone call from the Coven, another potential arrived a couple of days ago. She tells Buffy and Xander and they both head out after untying Andrew. In the basement the potentials are all training. Eve asks what's the point, morale's low for them all. Buffy and Xander arrive at a roadside motel, Buffy kicks toe door into to find the dead potential, only it's Eve. Buffy arrives back home in a hurry looking for Eve. She gets to the basement and warns them all to back away from Eve, it's not Eve it's The First. The First tells them that she's learnt a lot over the past couple of days, then disappears into thin air. In the eternal vortex Giles and Anya are trying to get some answers out of Beljoxa's eye. It tells them that The First can not be taken down. Giles asked what brought The First here, and it replies the slayer. Back at the Summers' home the potentials with Buffy, Xander, Willow & Dawn all sit around the table. All of the potentials are sharing their worries about not living another day. Buffy, Willow & Xander all leave them to their own thoughts while they go into the kitchen, silently. In the cavern The First tells the Turok-han to go after them, but to leave her alone. It's night and the bringers are surrounding the Summer's home, more and more arrive every minute. The Turok-han arrives, Willow puts up a barrier which stops the Turok-Han momentarily while the rest of them run. They all head out. On the street Buffy tells them to run while she deals with the Turok-han. Anya and Giles emerge from the gateway. Giles explains that it's Buffy's being back alive again that has made The First arrive. Anya tells Giles that it's their fault, for bringing Buffy back, she was better off dead.

She fights the Turok-han off for most of the time, holy water seems to have an effect on it. But it runs off to get to the potentials before she gets to fight back much. Xander and Willow have taken the potentials to one of Xander's construction sites. But the Turok-han has made it's way there as well, they all scatter. Things don't look good, suddenly all the spot lights switch on, and Buffy's there. The potentials, Dawn, Andrew & Willow all climb onto some scaffolding. They watch as Buffy and the Turok-han fight it out. Dawn realises that Buffy, Xander and Willow all planned this. We flashback to the potentials sitting round the table. Buffy telepathically talks to Willow and Xander and set the plan up then. Buffy wanted the potentials to see her kill the Turok-han, but the house wasn't a good place for it. Xander said he knew of a place they could have it. Back to the fight, things don't seem to be going so well for the slayer. The Turok-han has the upper hand. She gets launched through some scaffolding. But that's where the Turok-han's upper hand stops. Buffy gets into mode and takes the upper hand, takes a steel wire and cuts the head off the Turok-han, and then sees it fall to dust. Buffy tells the potentials that it's dust, just like the rest of them. They all go home, with a slightly more positive attitude, but The First in Eve's form looks on, not very happy. In the cavern with Spike, Buffy arrives. Spike thinks it's another apparition. She comes with a knife and breaks Spike's holdings. Spike grabs Buffy's shoulder and realises then that it's actually Buffy. She takes him and leaves the cavern.

Vi & Rona are in a cemetery and are suddenly attacked by a vampire. It turns out to be Spike and a training exercise run by Buffy. She explains to Vi & Rona what they did wrong, not listen to their instinct. Buffy demonstrates how to do it, with Spike attacking her then gets Molly and Kennedy to have their go. The next morning Buffy continues her lesson with the potentials with Dawn looking on from the basement stairs. As Buffy leaves the potentials to carry on, she tells Dawn to get ready for school leaving Dawn looking a little forlorn. Buffy goes to work and at work has a phone conversation with Xander, complaining about the bathroom situation there. Amanda, a student, comes in and starts to talk with Buffy about boys and in particular one who is picking on her. Buffy goes off on a tangent and begins to talk about her and Spike, then realises, calms down and stops talking. When Buffy returns home the house is in a mess and everyone's arguing, Willow quickly comes in urgently wanting Buffy. Xander, Anya, Buffy and Willow all sit at the table while Andrew and Dawn stand around it. Willow says that there's another potential in Sunnydale, who's been here all along. Buffy wants to find her but wants to continue training the other potentials. Willow & Xander volunteer to get the other potential so that Buffy can continue her training. Dawn watches the rest of the potentials get ready for their "night out", and Andrew begs Buffy to let him come. She doesn't let him, Spike arrives and they all set out, leaving Dawn yet again looking forlorn.

Willow puts a spell together to find the new potential. But it doesn't seem to go all that well. As Dawn goes to get the door to aerate the house, the spell hits her and it seems that she's the other potential. The gang get excited but Dawn's far from that, she finding the concept hard to grasp. She doesn't want Buffy to know right away, and heads up to her room to think things over. The rest of the gang do their own thinking. Dawn listens to them from her room before making a get away through the window. Buffy and Spike have taken the potentials to a demon bar, they're all a bit miffed by the idea of this kind of bar but go with it. Clem arrives and greets Buffy with a hug. She pulls him aside and the next minute Clem does something that scares the hell out of the potentials. While walking around Sunnydale, Dawn bumps into Amanda from school. As they part Dawn sees a cuts on Amanda's forehead. Amanda explains what happens, and it turns out she was attacked by a vampire at Sunnydale High and went looking for Buffy to help. Dawn reckons, being a potential, she can take the vamp so heads back to the school to sort it out. They get to the classroom where Amanda previously trapped the vampire, but he doesn't appear to be there anymore. As they close the door to leave the vampire attacks from above and they run. Back to the potentials, Buffy's brought them to a nest and tells them to look around for signs of previous activity there. A newly risen vampire gets up and begins to fight with Buffy.

Back at the school things get ugly for Amanda and Dawn and they're trapped in another laboratory. Dawn uses everything she can get her hands on as a weapon. As she says this Buffy also teaches the potentials that everything's a weapon. Shortly after she drops her stake and locks the potentials with the vampire in the crypt. The Bringers break in to the lab where Dawn is and go to get Amanda, which is when Dawn realises she's not the potential. Dawn creates a mini fire storm and grabs Amanda. They both head out and Dawn tells Amanda what to do and that she is the one, by that time Xander has also arrived, after doing a locating spell to find Dawn. Dawn hands Amanda the make shift stake she made and soon after Buffy and Spike arrives and they all make short work with the Bringers and Amanda bags her first vamp. The next day the other potentials get chummy with Amanda as Dawn looks on. Buffy takes them all back to the basement for training. Xander sees something in Dawn that was in him. He gives her some words of advice which brings her to tears and walks away.

Giles is whisking off the potentials to the same vision quest that Buffy was taken on when she saw The First Slayer. Willow comes from upstairs to let everyone know that Kennedy still has the flu and can't go on the vision quest with everyone else. As the potentials argue in the car over who's going to drive there Giles leaves wishing his farewells to Buffy. Buffy walks into the basement where Spike is. Spike's relieved to have the potentials gone for a couple of days. At first Buffy denies that she is, then eventually gives in saying how much she is going to cherish having the bathroom to herself for a couple of days. Buffy notices that Spike's chained himself up again. He says that when he's around Buffy, he's alright but still isn't confidant about being alone. Suddenly Spike screams out in pain, it's his chip. Willow's in the kitchen preparing some tea to take to Kennedy, Buffy comes out of the basement. Nothing much has changed with Spike, though he hasn't been screaming. Buffy wants to find some more info on what's going on but doesn't know where to look. Willow goes and takes the tea up to the ill Kennedy, who's not really ill and has been faking it all along. She says she has a mission and needs Willow to go with her. They're both at The Bronze, Kennedy had no mission really. Kennedy asks that she stays for one drink, and Willow agrees. At first Willow's reluctant to talk about her sexuality, but by the end of the drink she's warmed up to Kennedy. Back at home Buffy's nursing Spike, still trying to think over what needs to be done. She finally thinks of something. Spike has another "episode" as Buffy talks on the phone, she's trying to get hold of Riley but the phone conversation doesn't seem to be all that conventional. The night's over and Willow & Kennedy arrive back home, at their room. Kennedy moves closer to Willow and they kiss. As Kennedy steps away it's no longer Willow standing there, but Warren!

Willow doesn't know and sees the look of shock on Kennedy's face and heads to the mirror where she sees herself as Warren. She goes downstairs and everyone else sees Warren. Xander yells to get Buffy. As soon as Buffy arrives she punches Warren/Willow and it's corporeal and it's not The First. Willow eventually convinces everyone that it is her. She tells Buffy what happens and reassures her she can sort this out on her own and leaves. As Spike lies on the floor in some considerable pain, Kennedy slips out to go after Willow. Willow walks down the street and is soon met by Kennedy. Willow's reluctant to let Kennedy come with her, but seeing as she's already tried herself to reverse the spell she allows Kennedy to accompany her to some people who might be able to help. Walking in some woods somewhere, Spike & Buffy revisit the old Initiative labs. At the Summers' home the phone rings and Andrew answers it. Xander takes over the phone, as he puts it down tells the rest of the gang what happened. It was Robson, he told Xander that the last time he saw Giles he was nearly hit by a Bringer's axe. They all suspect that he may in fact be The First and so all head out to go and find the potentials and Giles to check. Somewhere on UC Sunnydale campus Willow/Warren finds the campus wicca who may be able to help her, and also finds Amy. Amy appears to be wanting to change from her old ways and decides that she may be able to help. They all watch as Amy tries something on Willow/Warren but it doesn't work and Willow/Warren slaps Amy. Willow realises she's now turning into Warren and runs away. Kennedy tries to stop her but it doesn't prove fruitful.

In the Initiative basement Spike & Buffy are confronted by some kind of demon which is still alive. Buffy eventually manages to kill it. Spot lights turn on, and a load of Initiative soldiers have surrounded them. They were sent by Riley, to help Buffy in any which way they can. Willow marches down an alley way somewhere, crying her eyes out. She turns to herself and something snaps in her. She heads off with something in mind. Kennedy goes back to Amy, Amy lets slip some facts about Kennedy being a potential that Kennedy hadn't told her. Turns out Amy was the one who put the hex on Kennedy and she's determined to let things run their course. Somewhere else Willow's buying a gun, same model as last time... On the vision quest Giles is suddenly jumped upon by Anya, Xander, Dawn & Andrew all feeling him to make sure he wasn't The First, and he isn't. In the Initiative basement Buffy's told that she has to choose what to do with the chip and Spike, they can either remove it or fix it so it'll carry on working as normal. Back to Amy, she clicks her fingers and Kennedy's taken back to the Summers' home, in the backyard. The scene of Tara's death is recreated with Kennedy and Willow/Warren. However Kennedy manages to calm down Willow enough for nothing drastic to happen, and after Kennedy kisses Willow/Warren, Willow is reverted back to normal and they both head back in the house.

Giles tells Buffy and s few of the potentials how he managed to avoid the Bringer's axe and actually kill it. While walking through the graveyard Giles is attacked by Spike who thinks that he's The First. Both are shocked when Giles finds out that Spike no longer has a chip and Spike finds out that Giles is in fact corporeal and not The First. The next morning Buffy's getting ready for work and Giles warns her about her risks of a chipless Spike. Though Buffy doesn't seem to think there's a problem because he has a soul now. Elsewhere, in a hardware store Xander is watching a demonstration when he sees a somewhat confused looking girl, looking at ropes. He offers to help her out, the conversation isn't brilliant then asks her out on a date and she says yes to Xander's surprise. At Sunnydale High Buffy is having a sneak around Principal Wood's office when he suddenly comes in. Buffy lies saying she was looking for stationary. As she's about to leave Robin asks her out on a date for that evening, and Buffy too says yes. As she leaves Robin goes to the panel which Buffy was close to, opens it and underneath a whiteboard reveals a gallery of knives and daggers. Robin replaces a blood covered dagger which he has just cleaned. At home Buffy breaks the news to Willow on her date. Buffy thinks that there may be something evil about Robin, but is going out with him to find out. But there could be some feelings between them, and she's willing to find out if there are. Xander rushes back home and he has news, though Buffy steals his thunder when Willow tells him that Buffy's got a date. Willow asks if Xander's date is evil, Xander reckons there's a chance as she seemed interested in him. Giles arrives back home with the new potential, Chao Ann who doesn't speak any English. They went shopping for clothes of hers. Giles doesn't appear to understand or correctly be able to translate a word Chao Ann says yet they still managed to get some things done.

In the kitchen Andrew's reading through the manual for the new microwave when The First in Jonathan form appears and asks Andrew for some help. It wants Andrew to kill the potentials with the gun Willow bought when she tried to kill Kennedy. In the upstairs bathroom Anya's trying to wash a stain out of one of Buffy's tops so she can wear it that evening. Though it doesn't seem to be going out. Anya expresses some jealousy over the fact that Xander has a date and generally confuses Buffy. The stain doesn't come out and Buffy leaves the room to bump into Spike in the hallway while she's dressed in only her underwear for a top. Spike's okay with her having a date, and Buffy wants Spike to move on and do the same thing, start dating. That evening, eight thirty, Xander's waiting for Lissa to arrive, which she finally does. Things don't start as well as could be planned but eventually get better. At the Summers' home Willow, Dawn, Kennedy & Willow are all trying to get some dirt on Principal Wood, but nothings appears to be coming up, not even any records about his college degree or anything. Anya walks in with a disgusted look on her face. It appears that Giles has scared Chao Ann into the bathroom after showing her some rather gory flash cards of the situation. In an alley somewhere Buffy is being led to the restaurant which Robin is taking her too. Though before they can get there they're jumped by some vampires, Buffy thinks Robin set her up but after she sees him slaying a couple of vampires her mind is changed. They finally do get to the restaurant. 

Xander & Lissa's date still seems to be going well, Lissa recommends there's something better they could be doing. Buffy, still shocked at Robin's ability and know how asks him who & what he is. He tells her that he is the son of a slayer, his mother was killed when he was four and her watcher then raised him. He wants to get revenge on the vampire that killed his mother. He knew who Buffy was before he came to Sunnydale and knew of the big fight that's coming up and wants to help. At the Summers' home Jonathan/The First asks Andrew about the gun, he's got it. But then Andrew begins to ask questions about The First, The First figures out that Andrew's wearing a wire and in the basement Willow is listening in. The First begins to taunt Andrew and get him to do its bidding but it doesn't work. The First/Jonathan appears in the basement to Willow, Dawn, Kennedy & Amanda before disappearing again. Xander's date isn't all she's cracked up to be, he's now hanging above the seal of Danzathar and Lissa stabs him to get the blood flowing onto the seal. Back at the Summers' residence they're all recovering from the ordeal and they reckon they need Buffy, Spike's eager to go and get her, but Willow would prefer calling her. But he left her phone at home. Spike goes out to find her and find her he does, as she's biting into something tasty with Robin. Spike, Robin & Buffy go to get Xander, Buffy & Spike fight off Lissa while Robin gets Xander down before a Turok-Han is released. Robin sees Spike is actually a vampire. They all return home safe, they all muse about what just happened but Giles brings them back down to earth with a crash, reminding them about the seriousness of their situation. At Robin's, he's approached by The First in the form of his mother. She tells him who killed her, it's Spike.

In the Summers' home Buffy walks through the house checking on all the potentials. She sees Chloe sitting in the corner crying, then all of a sudden gets knocked over and pushed down the stairs by the First Slayer. At that moment Buffy wakes up in her own room shocked by the dream she just had. Spike & Anya are out, going out together for a drink. Anya makes the mistake of thinking it's a date, Spike corrects her just as they're attacked by a demon, sent by D'Hoffryn to attack Anya. The next morning Buffy and Principal Wood are talking to a couple of boys who started a fight in the cafeteria. Robin lets them off. When they're gone Robin tells Buffy of how the unruly activity in the high school has increased. It's the hellmouth, it's started. As Robin realises things have got pretty bad he hands Buffy a bag, which used to belong to his mother. Kind of a slayer keeps sake, which was meant to be passed down to Buffy through the slayers but Robin got attached to it. Robin tells Buffy he wants to see where she works. Buffy's confused and looks around, but then he tells her he wants to see where she does her other work. Robin and Buffy enter the Summer's home. They're greeted by a disgruntled Andrew who's been trying to bake. He isn't happy that there's another person in the mix, but reveals to Buffy their "big board" of plans. Buffy ignores Andrew and takes Robin to the back. There Kennedy is training the rest of the potentials. But Chloe makes a mistake and Kennedy "punishes" her. Robin's impressed with the recruits, but Buffy tells him that they're not recruits and that they're not all going to make it. Willow makes a surprise entry with an armful of weapons. She tries to lie her way out of the situation, not knowing that Robin's in on it all, and is relieved to find out that he is. Robin asks Buffy to see the vampire, Spike.

Buffy takes Robin to see Spike in the basement. Spike is meanwhile having an argument with Anya in the basement about their attacking demon, and why Spike just ran instead of killing it. There's obvious tension in the air. Spike's annoyed that Buffy's told Robin of his soul, and on that note Buffy and Robin leave. Later that evening Dawn tells Buffy what they've found in the bag which Robin gave her. Dawn starts teasing Buffy about her other real homework, just as they go into one room they see Chloe, she committed suicide and hung herself. The First in Chloe's form is standing next to the dead Chloe. Soon a few of the other potentials are there, attracted by the commotion. The First tells the potentials and Buffy that it is coming, and they can't do anything. Buffy tells Dawn to get a knife to cut her down. Later that night Buffy is digging a grave for Chloe. When she arrives back home she sees the potentials along with the gang sitting there, all looking a bit lost. She lectures everyone there, including Spike, on what's to come and how it's going to be. No one is happy about what Buffy said but none the less it was said. Buffy tells Dawn to get the potentials upstairs and declare emergency and break out the bag that Robin gave her. Later that night they explore the contents of the bag with Robin looking on. They find an un-openable box which Buffy opens. It's full of shadow casters, puppets which tell a story. The book in there tells the story of the First Slayer which is when Buffy tells everyone else that she saw her in a dream that night. They put the shadow casters together and set everything in motion. When the puppets are put into super natural things start going on, and things get very creepy. A portal opens and Buffy jumps through arguing she has to know what's going on, while the rest of the are worried. An exchange had to be done when she jumped through, a demon jumps out as Buffy jumps through.

Kennedy asks Willow to use her magic, but Willow's not ready. They all have a stab at it, even Spike, but the demon gets away. Elsewhere Buffy reappears from out of the portal she just jumped into, to a bright, sunny desert. Back in the Summers' home Xander asks Dawn to get back to the book, but it got empty when Buffy went through the portal. Anya reckons they should just leave Buffy and let her make her own way back. Kennedy pushes for Willow to use magic. Willow makes her own theory on what could be happening. Meanwhile Spike's on his own mission, to get the demon in order to make the exchange again. Back to Buffy, she comes across three men, the shadow men. They're speaking Swahili and somehow Buffy can understand. She's told she's the last guardian of the hellmouth, and she was brought here. Buffy tries to argue back saying that she brought her there, she gets a firm knock on the head and gets knocked out. Meanwhile Willow is putting the spell into effect. She pours some sand in a circle on the floor and sits in it. The spell begins nothing seems to be happening, suddenly Dawn & Kennedy are blown backward by a sudden jolt of energy and Willow screams. Buffy has come to, she's chained to the Earth and it appears the shadow men are trying to reenact what they did to create the First Slayer. They infected her with the essence of a demon. Buffy however fights back. Back in Sunnydale Spike finds his old leather coat and heads out. Robin asks where he got the coat, and he says from New York. Willow's carrying on with the spell, just as Kennedy gets up energy is drawn from her and Anya by Willow in order to open the portal. Spike is fighting the escaped demon, he finally gets the upper hand and breaks the demon's neck.

Buffy has managed to free herself of the chains. Knocks over two of the shadow men and gets rid of the demon essence by breaking a staff. Buffy doesn't want the power but wants to know what's coming. Just as this is happening Spike returns with the demon and the exchange is made and Buffy's brought back. That evening Kennedy backs away from Willow after seeing what Willow was really like when she was evil. Buffy has seen what is coming... somewhere underground, thousands of Turok-Hans are preparing for war...

We start of in what looks like Master Piece Theatre, only it's Andrew who seems to be telling the tale of Buffy, slayer of Vampires. Andrew narrates as Buffy fights a few vampires in a cemetery one night, getting ever more annoyed at Andrew filming every move that she makes. Andrew hears knocking, he's actually in the Summers' home's bathroom, creating a queue for people who actually want to use it. An annoyed Anya walks in and gets Andrew out. Anya begins to lecture Andrew, but as soon as turn talks on to Anya having her own interview she quiet tens down a little. In the basement, in the point of view of a camcorder, Andrew explains to the viewers of the situation in Sunnydale making use of his big board. Camcorder in hand, Andre heads to the Summers' kitchen, in the morning ready for breakfast. He's filming everyone, and getting on everyone's nerves. Buffy and Spike walk in. Buffy seems to be the only person who's completely and utterly frustrated by Andrew. Andrew then goes on to film Buffy, and tells her story. In a fantasy sequence, Buffy's seen pouring a bowl of cereal, with wind blowing through her hair. Just as she does, we're introduced to Spike, half naked. Andrew says there seems to be some kind of heat between them. Next we see Anya eating some grapes, and then a random potential. Andrew's snapped out of the fantasy with Buffy complaining about him. Buffy then comes to the realisation that not everyone's being entirely serious and goes off into one of her speeches which is where Andrew exits and begins to tell his own story of him being a super-villain. We go into Andrew's fantasy again, with him being the leader of the trio and Jonathan and Warren giving him untold praises on a plan of his. He cuts back to see if Buffy's finished her speech, she hasn't but he catches sight of Willow and Kennedy who appear to have made up.

Buffy gets to work, to Sunnydale High, where's she's greeted with a couple of guys fighting with each other. As she breaks them up she sees a girl who's going invisible because people aren't noticing her. It seems the hellmouth is going on over time. When she sees Robin he's been a victim as well. He got some rocks thrown at him. Buffy explains the hellmouth, and what Buffy went through before with it. Though this time it seems everything is happening at once. Just as that is said, a student explodes, who felt like everything was getting on top of him and he was actually going to explode. Back at home Andrew's filming Dawn, then goes in to the lounge where Willow & Kennedy are in a complete lip lock but Andre seems more interested in filming the work that Xander did on fixing the windows. Buffy & Robin look over the blue prints of the high school, Buffy reckons it's the seal in the basement which is letting some of the excess hellmouth energy off. Back to the Summers' home Andrew is beginning his interview on Anya and Xander. Andrew brings up the non-wedding which occurred a year ago. Things between Anya and Xander are brought to the surface again, which makes Xander extremely uncomfortable. Buffy and Robin go into the basement where the seal is. They find it, and see that someone's uncovered it, just as they had covered it up. Robin goes to have a closer look at it, just as he does he begins to criticize Buffy, and the rest of the scoobies. Buffy doesn't know where this is coming from, then Buffy sees that Robin is in fact possessed by the seal, or its energy and snaps him out of it. Just as that happens the pig, which Andrew previously tried to kill, walks by. Back at the Summers' home, Andrew's filming Spike. Though Spike has to have two takes before it's got on film properly. Xander & Anya are still talking on the couch, they both still love each other. The conversation goes on, then Andrew rewinds the tape and plays it back again.

Buffy and Robin enter, they need to talk to Andrew, no more filming he needs to pitch in now. In the high school some students are on their way to the seal, in a zombie like state. They all surround it and begin chanting as it begins to glow. We flashback to Mexico, in 2002. Jonathan and Andrew are sleeping in the same bed and appear to wake to the same nightmare vision of the potentials, the Turok-Han, and even the cheeseman, and it ends with seeing the seal which is in the high school. Jonathan and Andrew talk, then Willow interjects saying they're going off topic. Andrew's doing some kind of spell which will help get back some memories of what he did back then. He goes back in, while Jonathan's in the toilet Warren appears asking if he's got the knife. Andrew begins to ramble, and goes into a fantasy world where Warren, Jonathan & him are living as gods. Andres snaps out of it and shows Warren the knife. Back to Sunnydale, Andrew's stashed the knife away in the kitchen. Kennedy gets it, and shows it to Willow. There is a connection there. Andrew translates the writing on the knife. Willow goes to look it up. Buffy and Willow come from Willow's laptop, they reckon they have a shot. Buffy gets Spike, Robin & Andrew and head to Sunnydale High. At the school it appears a riot has happened, and the energy of the hellmouth is having it's full effect. They get knocked down by some energised students. They manages to fight them off. Buffy and Andrew go down to the basement while Spike and Robin stay up top. Buffy gets Andrew's camcorder and stops him filming. As they go down Andrew goes through how he killed Jonathan. Buffy mentions Robin getting possessed and Andrew re-tells the story, but in a completely different way. When they get to the seal Buffy fights off the students and gets to the seal. There she begins to intimidate Andrew, saying that his blood will close it. Andrews gets apologetic and admits, he killed his best friend, tears flow, and one tear closes the seal. Back up top Robin and Spike are still fighting off students, Robin gets the chance to kill Spike and nearly does but gets taken aback. The students turn to normal as the seal is closed.

Back in the Summers' home Xander & Anya lay in bed together after some sex. Anya reckons this was a one last time, which shocks Xander a little, but he comes round to that idea as well. In the bathroom Andrew's speaking into his camcorder again. This time telling the truth, and finally switching it off.

We're in New York in 1977. Spike is fighting Nikki Wood, Robin's mother, in the rain. She's about to get bitten when Robin, hiding behind a bench, knocks over a trash can which distracts Spike enough for Nikki to get out of the situation. Spike retreats. Nikki gets Robin, Robin wants to go home but they can't because it's not safe and so they head to her watcher's home. Before they go Robin runs back to get the stake Nikki dropped. Flashback to the present where Buffy, Spike and Robin are all fighting some vampires. Robin gets into some trouble and is helped out by Spike, which clearly sparks some emotion in Robin. Day time, in Sunnydale Buffy and Robin are talking in his office. Giles suddenly comes in, and he's not very happy about the school library, it's full of computers! He wants to talk about someone and Buffy points out Robin who is the principal. Giles has been somewhere, not to look for more potentials, but to find out about Spike's trigger. Robin gets filled in on Spike's story - his chip, his trigger and his soul. But he gets a bit confused. Giles thinks he has a way of finding out what Spike's trigger was. Down the basement of the Summers' home Xander's chaining Spike to the wall, complaining, to himself, why those chains couldn't have been there sooner. After Spike's chained Giles shows Spike what needs to be implanted into hi brain so that they can figure out what the trigger is. It looks like a fairly largish stone. Willow must first do something that will make it easier to put in, Willow incants something and the stone goes to liquid. In needs to go in via the optic nerve and crawls its way up Spike's cheek in through the eye. Spike grips his head in pain and Buffy rushes to him. The pain subsides and things get a little dark. We flashback to when Spike was human, reading a poem of his to his mother, about Cecily. Though the only woman in William's life appears to be his mother. William's mother begins coughing, and there's blood on her handkerchief.

He sits down next to his mother and her mother starts to sing something. Just as she starts singing Spike vamps out and gets completely out of control. Throwing Buffy and a bed out of the way. The stone which was implanted drops out as Spike returns to normal. Spike wants the chains off him but Buffy doesn't want to get them off, neither does Robin or Giles. Spike finally talks saying that his mother sang him a song, Early One Morning, that was the trigger. Upstairs Dawn's wound is being tended to by Willow. They get a phone call, Andrew picks it up. From someone called Fred from LA, for Willow, Andrew says the guy sounds effeminate. Downstairs Giles is still trying to get some info on the shackled Spike. Spike looks down and goes into a flashback. He's with Drusilla inside his home. They get busy together. Spike tells Drusilla that all three of them are going to go and cause mayhem around Europe. Drusilla's a bit confused about the three part, and Spike tells her that the third is his mother. The mother soon arrives downstairs wondering what's happened to William. He tries to explain but to no avail. He then offers to turn his mother which he does, and sinks his teeth into her. Spike comes out of the flashback and Buffy gets the chains off him, to Giles' disappointment. Willow comes downstairs and tells Buffy that she has to go somewhere for a few days, but she'll be back. Buffy and Spike leave as Robin has a quiet word with Giles. Giles figures out that Robin was Nikki Wood's son and that Spike killed her. Giles thinks it's all about revenge but Robin tries to convince him otherwise, it appears Robin has a plan.

Night time at a cemetery and Buffy and Giles are out on a patrol, in which Giles wants to impart some extra knowledge while Robin looks after Spike. Suddenly a hand shoots through the ground, a vampire is rising. Robin unlocks his garage doorway and lets Spike into his sanctuary. The walls are completely covered in crosses. Robin goes over to his computer, he switches it on. Robin goes on to tell Spike the whole deal, about his mother. As he speaks he suits up and puts some rather large fighting gear on his body. Spike figures things out. Robin clicks on his computer and Early One Morning begins to play, as Spike vamps out and a fight ensues. Spike flashes back to when his mother was newly made. She became different and wasn't the mother that he knew, loved and remembered. She continues to torment Spike about himself, he doesn't take it well. Meanwhile Robin is continuing to lay into Spike. Buffy draws her stake ready to slay the vampire but Giles asks her not to. Then goes onto to ask if she would save the vampire if he went on to save the world. Conversation turns to Buffy's relationship with Angel, and why he left and why Spike hasn't. Buffy figures things out, Giles' stalling Buffy. Buffy stakes the vampire and heads off. Meanwhile back in Spike's flashback we see him kill his mother because of what she had become. At that instant Spike reverts back to normal, pummels Robin. Almost bites him, but then takes his coat back and leaves just as Buffy arrives. The trigger's gone. Buffy goes to see Robin, he's very bruised. She warns him if he ever does anything like that again she won't stop Spike killing him. That night Buffy returns home, sees Giles. Giles tries to apologise thinking Spike's dead, Buffy tells him otherwise, but he continues to apologise. Buffy doesn't want hear any of it and closes the door on him.

It's night time, a young girl is being chased through the woods by some Bringers. She runs into a truck and gets a lift with a preacher in it. He takes her in and she's appreciative. He then begins to get judgmental about her, but it's clear that he knows that she is in fact a potential and where she's heading, to see Buffy. He preaches to her a bit more then takes the cigarette lighter, presses it against a ring he's wearing and burns the girl. After which he gives the girl a message, stabs her in the gut and kicks her out of the car. A car approaches the high way, it's Willow coming back from LA. Faith comes out of the car to see the girl, she's back in Sunnydale. In Xander's apartment, Xander's sitting on his bed talking to a potential. The conversation turns to her, not having a man before. Anther potential pops up and the talk is clearly sex orientated. Just as things seem to be getting good the door opens and the rest of the potentials are having a pillow fight in their underwear. At that moment Xander wakes up. Rona tells him that the toilet bowl's backed up. He makes an excuse about why he can't get up at that moment, but eventually does. Willow and Faith look over Shannon, the potential they rescued. Willow reckons one person needs to stay, and the other go and find Buffy. Willow's reluctant to let Faith go and find Buffy, but Faith does not want to stay there and so heads out. That night a young girl is running through a graveyard followed by Spike running after her. The girl's knocked over by Spike. Just as Spike's about to go in further Faith appears and stops him. Faith recognises Spike but that doesn't stop either of them fighting. The fight is eventually broken up by Buffy. And the young girl wasn't in fact a girl, but a vampire. Buffy asks if Spike's okay and fills in on the fact that Spike has got a soul. Faith likens him to Angel, but Spike is in no way to be related to Angel.

Buffy, Faith and Spike walk into the Summers' home. Nothing's changed for Faith. Dawn and Giles are sitting by the table. Dawn is in no way pleased to see Faith there, while Giles is indifferent. Buffy walks away as does Giles and Dawn, finding somewhere for Faith to sleep. Spike fills in on what's been going on with everyone, including Giles. Elsewhere Caleb pours himself a glass of wine. He talks about the Last Supper. Then The First/Buffy appears. Asking questions, but it's clear that they've met before. Caleb thinks that whoever the First is looking like, she was a potential. The First/Buffy asks him to look closer and he sees that she is in fact the slayer. The First/Buffy asks Caleb what he's going to do to lure the slayer in. He's going to offer something she can't refuse. Andrew starts to tell a story about Faith, to the other potentials, and her past. But he gets one fact wrong, the fact that she killed a volcanologist, not a vulcan. But he does tell them something serious, that Faith is still a killer. At school Buffy arrives to see Robin. Things seem to be okay between them and Buffy lays down the rules again. Just as she does Robin fires her. He tells her it's because she has bigger things to worry about, she has to remember the mission. Buffy's in denial and doesn't want to be fired. Robin reminds her that most students have either left town or aren't bothering to show up, it's the best thing for her. At the Summers' home Faith goes into the basement and lights up a cigarette. Spike's there, and she gives him one. They talk, and Faith tells him that they've met before. Spike remember the exact words that Faith used back when they met in The Bronze, to Faith's surprise. Buffy comes down to the basement and is surprised to see Spike and Faith getting on so well. Dawn appears at the door, Shannon's woken up.

Buffy and Willow go and see Shannon. Shannon shows the burn that Caleb made in her neck and Willow documents it. She passes on the message that was given to her, he has something of her's. At the Summers' home Buffy fills in the rest of the potentials on the situation, the new player, Caleb. She's going to go in to find out what he has. Later on, Buffy talks to the gang, but not most of the potentials. Her and Faith are to go on recon to figure out who and where he is. Willow's worried and so is everyone else, they don't think Buffy's doing the right thing. While on recon Buffy and Faith see the bringers, all heading for somewhere, they follow. Conversation turns to what Faith had been doing in LA, helping Angel. They finally see where they were all headed. In the Summers' home Xander is giving some of the war-ready potentials the information they need to know in order to stay alive. All of them are too losing their faith in Buffy. Xander reminds them all of what he's been through with Buffy, just as Buffy walks in she catches the last bit of his speech which brings a tear to her eye. Buffy then tells the troops to saddle up. Willow and Giles stay behind. They return to the forest and Buffy splits the group up. While one group go in, Xander's stays outside. Buffy and Spike take their lot in. They encounter some bringers and the potentials do pretty well against them. Buffy encounters Caleb, who with one blow throws her across to the other side of the room. Spike vamps out, but he's no match for Caleb either. The bringers arrive again and the potentials aren't quite with it. Kennedy gets knocked over, Rona's arm gets broken and Molly gets killed. Xander stands at the foot of the stairs with reinforcements. Faith and Caleb fight, but she's no match for him either. They decide to retreat, they gather themselves, but Xander gets caught off guard and Caleb, literally, pokes his eye out. Spike and Buffy get him and they go off. That evening all the potentials are in the hospital, along with Xander. Buffy walks home, in silence and goes out.

It's daytime in Sunnydale and people are leaving the town in their droves with whatever they can take with them. Along with them is Clem, driving out in his VW bug. He continues to manage to put his foot in his mouth with everything he says to Buffy and nothing can really reassure her as her drives away. Elsewhere Giles and Willow are talking to a police officer thinking they're part of INTERPOL, asking for a file and information on something. But towards the end of the conversation he forgets who they are. Willow's doing a mind control spell and it never ends up quite as good as she wants it to. After they walk away a group of police officers gather. They have information on someone who's got an outstanding warrant who's in Sunnydale. Buffy goes to see Xander in hospital, Willow's already there sitting by Xander's side. Buffy gives Xander all the facts and it looks like he'll be coming home soon. Though Buffy doesn't stay long which seems to hurt Xander and Willow a great deal, she's soon off again leaving Willow with Xander. Willow tries to reassure Xander of his situation but she can't help her feelings escape and nearly ends up in tears, but Xander just about stops her. At the Summers' home the potentials are gathered in the basement where Anya, accompanied by Andrew, is giving them a talk on what's coming. Though all Anya appears to be doing is going over what has happened. The talk doesn't go well, and morale's still at an all time low. Kennedy and Amanda sneak upstairs where they find Faith in the kitchen. Buffy has meanwhile got herself to the deserted high school to get the rest of her stuff. As she gets there Caleb soon arrives. He begins to preach about something, a little fight happens in which Buffy is launched through a window and left laying unconscious in the corridor. Back at the Summers' home Giles and Dawn are looking over the file that he previously obtained on Caleb. Previous things that he's done, murders and a mission that he was on.

Giles wants Spike to check it out. There's no one else there who can. Spike still thinks that Giles wants him dead and nothing can convince him otherwise. But none the less Spike agrees to go and sends Andrew with him, because he's becoming nothing but a nuisance at home. That leaves the potentials in the house, with nothing much to do, and not feeling all that good about what's to come. Faith suggests that they need to blow off some steam, she takes them to The Bronze. Later that night Buffy arrives back home telling Giles that she had another encounter with Caleb. Buffy can't find anyone and asks him where they went. Firstly he tells Buffy that he sent Spike on a mission, and Buffy's still convinced, as well, that all he wants is Spike dead. Buffy's demeanor doesn't get any better when he tells her that Faith's taken the potentials and Dawn to The Bronze. Buffy storms out in search of them. Meanwhile at the vineyard Caleb's talking to The First in Buffy form, apparently they've got Buffy where they want her and all she needs is a little nudge. Faith and the potentials are having a blast at The Bronze and Faith's even proving to be responsible by taking away some alcohol from Amanda. But things get ugly when some cops arrive looking for Faith. They take her outside and beat her to kingdom come. Meanwhile another cop is inside keeping the potentials from going anywhere. But the potentials get the upper hand on the cop inside and get outside where they help Faith. Buffy shortly arrives and is clearly not happy at what she's just seen. She sends the potentials home with Dawn and just as they leave, hits Faith across the cheek. As they all arrive back home Faith's sitting on the porch smoking and Robin arrives. They talk and it appears Robin knows who Faith is, he's worried if he's late for the meeting, but he's not. 

Meanwhile Spike and Andrew have got to the seemingly abandoned mission. Spike comes across someone who appears to be a bringer, but is actually a monk and he's been burned with Caleb's mark. The monk shows them to what Caleb was seeking, a secret doorway with an inscription inside - It is not for thee. It is for her alone to wield. Back in Sunnydale Willow & Anya lead Xander into the living room, where there's a make shift sign welcoming him home. Dawn helps him sit down. Here Buffy also announces her decision. Buffy thinks that they all have to go back to the vineyard, why else would Caleb be guarding it if there wasn't something important there. Everyone thinks Buffy's lost it and they all refuse to go, it'll be suicide. There's a revolt, Kennedy points out that maybe Faith should have a crack at being leader. Faith's as much apposed to the idea as Buffy is. Buffy can't believe what's going on. Dawn steps in and says they have to be together on what's coming but it's clear Buffy isn't. After each member of the Scooby gang has their own tackle on Buffy, Buffy's forced to leave. She gets her coat and steps out with tears rolling down her face. Faith steps out, and Buffy tells her she's responsible for all these lives now, and she can't be afraid to lead them. Faith nods and understands and goes back inside. Inside Rona makes a snide remark about Buffy, Dawn screams at her to shut up. Buffy, walks alone, into the night.

After Buffy leaves the house there's much bickering between the girls. After Faith settles everything, they rest for the night and prepare for the next day, everything quiet tens down. That is until the lights go out, the electricity company has now decided to leave Sunnydale too. Buffy walks the streets, seeing everyone else flee. She walks into a house, she needs somewhere to crash. The owner tries to stick up a fight but it's useless and he runs away. Andrew & Spike are stuck at the mission until the sun goes down. Back in Sunnydale, instead of panicking, Faith suggests banging themselves a Bringer, so that they can find out more about The First and its future plans. At the vineyard there's something there that Caleb is looking for and has found, everything will be okay as long as Buffy doesn't get there first. Kennedy walks through a dark alley alone. A Bringer comes up from behind, but it's an ambush and the rest of the gang are there. They nab the Bringer and knock him out to take him home. When they bring the Bringer home, it appears that its tongue has been has been removed. Dawn's found a spell which will help it communicate to the rest of them. Spike & Andrew return home. Spike's disgusted at the fact that they kicked Buffy out. He starts a fight with Faith and then leaves after a few good blows. Later they begin the spell and question the Bringer. It speaks through Andrew and tells them of a place underground. He threatens to kill them all, then Giles slits its throat. Spike manages to find Buffy alone on the house. She doesn't seem to want to care anymore about what's going on, leaving Spike a little shocked.

Giles and Faith decided to take the girls out the next morning, Giles reassures her that she's doing a good job. When she's alone The First in Mayor Richard Wilkins form appears. The First/Mayor tries to tell Faith that Buffy still thinks of her as a killer and that she should be careful. Spike tries to convince Buffy to go back to the house. Buffy can't, she's detached herself from everyone, because she's the slayer. Spike gives a moving speech to Buffy and she's clearly effected by it. As Spike's about to leave, Buffy asks him to stay by her side and just hold her, which he does. As The First leaves Faith Robin walks in wanting to talk weapons. Faith tells Robin what she saw and Robin tries to reassure her. Conversation turns and Robin and Faith kiss, and end up in bed. Willow returns to her room to Kennedy to go over the plans. Only she's the only girl there. Willow's reluctant at first, but then with a few words from Kennedy they too make love. Downstairs Anya's clearly jealous of everyone but her having sex and is talking to Xander about it. Later on that evening all three couples are making love, all except Spike and Buffy. The First can sense all of what's going on and is somehow jealous of them all. Caleb doesn't seem bothered by what they're doing, he's more concerned with The First and being its vessel. 

The next morning Faith prepares the troops for the day's outing, all except Robin. She asks Giles, Dawn, Buffy, Xander & Anya to go and find Buffy just to see what she's up to. Spike wakes up to find Buffy gone and a note on the pillow. Buffy's gone to Caleb's lair. She wants to find out what Caleb has. She avoids all his punches and blows and makes Caleb look pretty foolish, though she never lays a blow on Caleb. Through the commotion a barrel is lodged out of place and a trap door is seen, Buffy goes down it and the door closes. Elsewhere Faith has led the girl to the weapons lair, some Bringers attack and they make easy work of them. Both Buffy and Faith approach something in two different places. Faith kicks a box open, Buffy appears to have found some kind of weapon. As Faith looks into the box, it's a bomb and there are only a few seconds left...

The bomb goes off, just as Faith tells everyone to get down. Faith dives for cover in a pool of water. Elsewhere Buffy sees this unknown weapon in a piece of rock. Caleb soon follows her down there and is shocked when it's seemingly jammed tight in the rock and Buffy can simply lift it out. A fight ensues. The First tells Caleb to let Buffy go, which he eventually does. Back to Faith and the potentials, things aren't so good. Amanda's the first one to be seen, the whole area has crumbled around them. They find Vi, who has a broken arm. Eventually most of them are found and Faith's been recovered from her pool of water, but is still unconscious. They grab her and get out, as they can hear a Turok-Han. Just as they seem to be in the clear the Turok-Han appears. Kennedy reckons that they can take on, but another appears from behind. Back in the Summers' home Andrew returns from an empty grocery store. Xander, Anya, Willow & Xander return from their hunt for Buffy but they don't find her. Giles' is worried about Faith not returning with the rest of the girls. Kennedy has taken charge of the situation. Another Turok-Han appears, one potential gets beaten down. Behind them the ceiling caves in, it's Buffy. Who with a few swift blows of her new weapon, gets rid of the three Turok-Hans. They all get out of there. At the Summers' home they're all tending to the wounded. Kennedy asks Buffy if she's back, she doesn't quite know. Amanda suggests they're getting punished for following Faith, Buffy doesn't blame Faith, it could have happened to either of them. Giles and Xander carry Faith upstairs. In another bedroom Giles & Willow examine the scythe that Buffy got. Buffy explains to them, the power she feels off it and that it somehow belongs to her. They start research on it right away.

Downstairs Anya & Andrew look after the wounded. As they look after one potential Andrew reckons they need more supplies, proper supplies for what's to come. He suggest that the both of them go to the hospital, which is probably abandoned and get some proper medical supplies. In the kitchen Buffy and Xander are talking about a plan. Of which Xander's not happy about it. He wants to be there at the end, then correcting himself, not at Buffy's end. Buffy says that he has to do this for her. Xander finally agrees to do it, for her, and they leave the kitchen. Later that evening, Giles and Willow are running into a few dead ends about this mysterious scythe. They momentarily give up, Willow goes to hold the weapon to see if she feels anything, but she doesn't. Giles thinks that she can use her magic to find out more, but Willow doesn't want to risk it. They go back to work and stumble on something that might be of use to them. Outside, Xander & Dawn are looking for a crossbow in Xander's car. Dawn reminds Xander that she's never left a crossbow lying around ever since that incident with Miss Kitty Fantastico. All of a sudden Xander grabs Dawn from the back and plunges her into unconsciousness using chloroform. He gets her in the car and drives away. Elsewhere Caleb is pretty pissed off at Buffy. The First/Buffy tries to calm him down, and suggest that they merge again. The First goes into its true form and rushes into Caleb. Caleb falls to the floor and his eyes blacken. Back at home Faith's got to grips with the scythe and she can feel its power too. She tells Buffy how alone she felt when leading the potentials and understands, now, how Buffy has been feeling for so many years. 

Buffy comes downstairs with the scythe and Spike's at the door. As they go to the back of the house Spike wants to shrug off the night before. It appears Buffy wants to too, but it's not so. It was the best night of Spike's life, just to be so close to her and it was the best thing that has happened to Buffy. Spike walks out of the back door. In the hospital Andrew & Anya are gathering medical supplies. Anya gives a beautiful speech on why she's still there and still willing to fight. Andrew doesn't think he's going to survive but Anya tries to reassure him. They end their stealing in a wheelchair fight. Buffy is at a graveyard and walks through a set of gates leading her to a pyramid shaped tomb or building. She kicks the door down and inside sees a woman. She says she looks very good for her age. She explains who she is, a Guardian, watching over the watchers who watched the slayers. The Guardians forged the scythe for the final battle. Before she could say anything else her neck is snapped by Caleb. Back to Xander and Dawn, and Dawn's beginning to wake up. Xander hands her a note from Buffy. As Dawn reads it, she nears the end and then blasts Xander with a tazer gun and turns the car around. Back to Buffy and a fight breaks out between Caleb and Buffy, a rather mean one at that. Things begin to look bad for our slayer and then Caleb is knocked on the floor, by Angel! Angel helps Buffy up and is just about to launch into the fight again when Buffy stops him and says it's her deal. Angel watches as Buffy and Caleb fight. Caleb finds the pointy end of the scythe and falls to  the floor. Angel and Buffy say their proper helloes and embrace in a kiss. From behind the corner, Spike watches with The First urging him on.

Buffy and Angel continue to kiss then break off. Seems they're both happy to see one another. He goes to grab a book from the side lines, it appears he knows about The First and he has some information on it that will help them in the battle. Then all of a sudden he's batted aside by the formerly dead Caleb still wanting to fight Buffy. Buffy picks up the scythe and continues to fight. With one swift blow Caleb is split in two, quite literally. At which point Angel wakes up wanting to get some action, but sees Caleb dead, again. Angel goes back to pick the book up from the side. He also shows Buffy an amulet, which can only be worn by someone with a soul. But they have to be stronger than a human, a champion. Angel points out that that will be him. Buffy can't quite believe that he's going to be fighting by her side. At this point Spike leaves the area. After he leaves Buffy tells Angel he can't be there. Angel doesn't want to believe this and the discussion goes outside. Angel senses Buffy's not telling her something and hits on the subject of Spike. Angel figures out there's something going on between them. Buffy uses an analogy of cookie dough to represent her and her situation at the moment. She's not ready for anything. Angel begins to understand, and Buffy tells him that he needs him to be the second front if things don't go as they planned in Sunnydale. With that Angel gives Buffy the amulet and heads off to get the second front ready. Buffy returns home to be greeted by, Dawn! Dawn's a little angry at what Buffy tried to get her to do and Buffy's angry at Dawn not going along, but never the less they get passed it. Buffy goes in and tells them that Caleb is dead, all sliced & diced.

Down in the basement Spike is punching a punch bag. Buffy comes down and Spike lets on he knew that Angel was there and they were doing more than talking. She noticed the punch bag, and it's got a cartoon type drawing of Angel's face on it. Buffy's had enough of the jealous vampire act but talks it out with Spike. Spike mentions the amulet and wants Buffy to hand it over. Buffy mentions it's supposed to be worn by a champion. Spike begins to detract his hand when Buffy hands it to him. Spike's surprised at being called a "champion", but he likes it. Buffy asks if she can stay down in the basement with him as Faith's still got her room, Spike says no straight away on account for his pride. Just as Buffy's heading up the stairs Spike calls her down again. The two lay together on the bed in the basement. In the middle of the night Buffy stirs and gets up. As she walks around she's confronted by The First in Caleb's form. The First tries to taunt her, telling her there's no way she and her handful of potentials can beat The First and his army. Spike suddenly wakes from a dream at which point The First disappears. Spike asks her if something's wrong. Buffy then tells him that she just realised something, they're going to win. The next morning Buffy's in one of the bedroom's asking the rest of the gang about a plan of her's. They all think it's pretty insane but they also think it'll work. Willow's having doubts on it, she's going to be a major part of it. Giles reassures her that she can do this, whatever it is she has to do. Everyone begins to get ready their bits for the plan, once everyone is gone Buffy hands Willow the scythe very slowly and they share a serious glance.

Downstairs Buffy has assembled everyone, all of the potentials and all of the gang. She addresses them, telling them that she hates what's going on and she hates her being there as well as everyone else. She tells them that she believes that she can defeat this evil and tomorrow they're going to do just that. She's going to walk into the hellmouth and end it all. Right now it's all about choices, and they have to make theirs right now. We then cut to the basement in Sunnydale High where Faith and Robin are moving boxes around. Their conversation turns onto their previous encounter. Robin tells Faith that it was great, but lacking something. Faith's shocked by this and wants to get back at it right that moment. But Robin asks her to make her a promise, when this is all done, he gets to surprise her. That night Willow and Kennedy are sitting on their bed. Willow's pondering over spells and other things she needs to look at. Willow reminds Kennedy that she has to be ready to kill her if anything goes wrong. Kennedy reassures her and they kiss. Willow breaks off the kiss and gets back to the spell work. Downstairs it appears Giles, Xander, Amanda & Andrew are looking at fight plans but they're really playing Dungeons & Dragons. Giles isn't doing too well though he wishes he could go to sleep. Amanda comments, who could sleep on a night like that. Xander says, only the crazy ones, at which point we see Anya asleep on the table.

The next morning they all march into a completely empty Sunnydale High, Robin giving them the faux rules of the corridors. Buffy gives them the plans once their indoors. The potentials follow Faith & Spike to the basement. As they go Xander warns them to go to the bathroom now because there won't be another time. Robin points Willow & Kennedy to his office where Willow's going to set up. Kennedy takes her things to get ready for that as Willow stays in the hall. Robin points out the weakest places in the building, three of them. Giles reckons they should break up into teams of two with Giles and Robin taking one point, Xander & Dawn taking the other and finally Andrew & Anya taking the last one. Xander reminds Anya not to forget using Andrew as a human shield. Andrew starts to make a very awkward goodbye speech mentioning people to thank, but Anya drags him away telling him that no one really cares. Dawn heads off to her point with a bag of weapons. Buffy calls after her, but Dawn stops her from saying anything, it'll only be saying goodbye. Buffy turns back to the remaining three people, Giles, Willow & Xander. Conversation turns on what to do the next day. Willow suggests the mall, and it sounds like they're all at high school again. As they walk off Giles is left saying, "The world is definitely doomed.". Walking down the dark hallway the three friends break off one by one, with Willow going first. Xander then breaks off leaving Buffy to head down to the basement. She goes to the area of the seal of Danzathar where Faith, Spike & the rest of the potentials are huddled around the seal. Faith hands Buffy a knife, and one by one each slayer and potential cuts themselves in order to open the seal. The seal opens and they all head down into the hellmouth.

Willow and Kennedy are settles on the floor of Robin's former office. Willow still thinks Kennedy may have to kill her. Kennedy believes in Willow and just as Willow starts Kennedy mumbles, "Make it happen.". As Buffy and co walk into the hellmouth they look over the ledge deep inside it. There are thousands of Turok-Hans ready for the battle. Buffy hopes Willow can do her magic before any of them see them, but that's already happened. Willow then starts to pant, and says, "Oh, my goddess.". The scythe glows white and it's power is clear. We then flashback to the speech Buffy was telling the potentials the day before. Buffy tells them that Willow will use the essence of the scythe to change all their destinies. Girls all around the world are suddenly hit with a power. Back to present time and the scythe continues to glow very brightly. The Turok-Hans continue their advance but they're not as scared as they were. All the potentials have been imbued with the power of the slayer and they're all ready for this final battle. The potentials are holding their own pretty well. Kennedy smiles at her new found power, then looks at Willow. Willow herself is glowing and her hair's turned white. The spell ends and Willow hands the scythe to Kennedy to take it to Buffy. Kennedy dashes off as Willow collapses on the floor saying, "That was nifty.". The battle is going well. Kennedy enters the fray and hands Buffy the scythe. Then all of a sudden some of the Turok-Hans slip through the first front and climb up through to the seal. Anya & Andre are getting ready. Anya can't believe what she's doing there and she's very scared of what's to come. Andrew tries to reassure her but mentions bunnies and Anya's off attacking the oncoming Turok-Hans. Some Turok-Hans attack Giles and Robin and they take care of them.

Down in the hellmouth as Spike fights off some more the amulet appears to be doing something. Spike yells out in pain. Buffy calls out commands to the rest of the potentials but while doing this she gets a sword straight through her! She looks at her wound, lurches forward then collapses. Faith sees her, Buffy hands her the scythe and tells her to tow the line. Faith grabs it and does her best. Upstairs Dawn & Xander are fighting the Turok-Hans in their own way, Xander doing the fighting and Dawn letting loose a whole load of sunshine. Bringers appear, Andrew & Anya are swamped. Andrew's surrounded, just as she saves Andrew from a Bringer she gets a knife into her back killing her. Robin & Giles are attacked by Bringers, Robin gets a knife to the gut, just as he falls Giles catches him. In the hellmouth things are looking bad. Buffy's confronted by The First in Buffy's form. The First tells her that Buffy nearly had her, it was close. This gives Buffy enough mite to get up, with her wound, Rona sees Buffy rising from the ground and chucks her the scythe. Buffy goes back into action knocking back a whole load of Turok-Hans off the ledge that they're on. Spike punches forward but then staggers back in pain. He says, "Oh bullocks." and stumbles backwards. A huge piece of shooting light goes through him, from the amulet straight up through the whole school. Entire ranks of the Turok-Hans are instantly incinerated by the piercing light. Faith orders the potentials to get out of there. Buffy's the last one, she wants to stay. Spike urges her to go on, he has to do this. Buffy still stays, despite Faith's calls to her. Buffy grabs Spike's hand and they lock together. Both hands set on fire, Buffy tells him she loves him. But Spike doesn't believe it. They smile and Buffy leaves, Spike wants to find out how it all ends.

Outside Giles helps Robin to safety, Robin decides to use the school bus. Giles directs the potentials into there. Xander helps Willow out, then calls for Anya but he doesn't see her body laying in the rubble. Dawn grabs him as the building collapses around them. Once Faith gets in the bus' engine starts up and they're on their way. Dawn looks out of the back waiting for Buffy to appear. Buffy's making her way to the top of the building. She manages to get to the roof and jumps over roof tops to get to the buss. She finally jumps on the top of the bus. Just as the bus drives away from Sunnydale, the entire town collapses into the ground leaving nothing behind. They're all eventually in the clear. Faith tells Robin to stop and he does. Buffy gets off from the top and embraces Dawn. They all walk over to the hole that was Sunnydale. Giles doesn't understand what happened. Buffy tells him it was Spike. Just as they look over the town that was Sunnydale Buffy realises something. Giles almost breaks the happiness by mentioning a hellmouth in Cleveland. Buffy's not the chosen anymore, she can lead a normal life. Dawn asks, "What are we going to do?" and Buffy just continues to smile.