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 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.
While Buffy and Giles disagree on removing Spike’s chip, Giles reveals how he got away from the Bringers attack. Buffy, wanting to know more about Principal Wood, agrees to go goes on a date with him. They are jumped by a group of vamps and he shows off some slayer-like skills by dusting a few.
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.
With Spike missing, the gang try to cope and clear the damage done to the Summer’s home. Giles, having survived that attack arrives with three young girls he identifies as potential slayers. He reveals that the ‘First Evil’ is killing off the line of slayers in an attempt to rid the world of good, leaving the Hellmouth free to open again.
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.
As Buffy et. al. prepare for Christmas vacation, Angel’s dreams are haunted by people he’s killed during his 240+ years as a vampire which is slowly driving him mad. He is being tormented by a mysterious force called the First Evil who takes on the form of any dead person – including Ms. Calendar – and tries to convince Angel to kill Buffy.