Buffy dispatches Caleb once and for all and shares an evening with Angel talking about where they are in life. She admits that Spike now has a soul and is “in her heart,” but she professes no desire for a relationship with either of the vampires. Instead, she wants to discover the person she’s destined to become — if she makes it through the impending apocalypse.
Buffy again faces off with Caleb, this time armed with a powerful new weapon: the Scythe, which she slides effortlessly from its rocky resting place. But before Buffy can deploy her new toy, Caleb reveals that Faith and the potentials have fallen victim to his latest experiment in demolitions. Buffy rushes off the find Faith injured, several potentials dead, and three über-vamps on the loose.
While Buffy searches for someplace to get some sleep, Faith takes command of the Potentials and settles on a scheme to kidnap one of the Bringers. Dawn locates a spell to communicate with the captive enemy, who reveals the location of this brethren. Meanwhile, Spike, having learned of Buffy’s ouster, locates the distraught Slayer and offers comfort to her wounded psyche.
While Xander recovers at the hospital from having his eye gouged out, Buffy has to deal with the emotional fallout of having dragged her friends and the potentials into an ambush. Meanwhile, the citizens of Sunnydale stage a mass exodus from their apocalypse-plagued town.
A group of Bringers chase a new Potential into the grasp of Caleb, an agent of the First disguised in priest’s clothing. He gives her a message for the Slayer, burns her, stabs her, and throws her out of the car. Willow and Faith return to Sunnydale and find the injured girl, who tells Buffy that Caleb says he has something of hers.
Buffy and Spike begin to train the potential Slayers, teaching them the smartest thing to do right now is RUN when confronted with a baddie. Willow performs a locator spell and discovers another potential is right under their noses at Sunnydale High.
More potential Slayers arrive at the Summers’ house and one of them, Eve, creates tension as she openly voices their fear that Buffy alone cannot save them. Buffy and Xander discover the body of the real Eve and rush home to confront The First who has infiltrated the group and she warns them that the Turok Han will be coming for them and disappears.
Spike is held captive in the Summers home while the gang ponder their options in the aftermath of his murder spree. The First uses Andrew to try and open the symbol beneath the high school going as far as to send him to buy mass quantities of blood at the butcher’s shop.
Spike digs a grave and buries the woman he killed at the end of the last episode while he hums a tune. Meanwhile Buffy struggles with the possibility that Spike may be killing innocent people and “siring” them as vampires. The Scooby Gang tries to make sense of the strange apparitions of the dead they have been contacted by and wonder whether any or all of the information they gave them was true.
On patrol, Buffy discovers that her latest vampire foe is an old high school classmate named Holden Webster. Upon recognizing her, he stops their fight and the two begin to reminisce. The vampire, a psychology major in life, proceeds to psychoanalyze Buffy, and she opens up to him about her innermost conflicts and problems while at the same time fighting.