Buffy accepts an invitation to dinner from Principal Wood, and the secrets of his past are revealed. Xander impresses a beautiful girl with his knowledge of rope, and she seems to be interested in tying him up. Meanwhile, the First contacts Andrew in another attempt to destroy the Potentials, and Giles finds himself tongue-tied with the new Potential, Chao-Ahn.

The Scoobies use a spell to transport Buffy into a shadow world, where she meets the men who created the first slayer. However, in order for her to return home, the gang must find and slay a ferocious demon.

Faith returns to Sunnydale just as a new villain, Caleb, arrives and sends Buffy a message in the form of a badly beaten Potential. Buffy leads the rest of the girls to Caleb and The First's lair, with devastating consequences.

After their horrifying loss at the vineyard, the gang turn against Buffy and begin to follow Faith instead. Meanwhile, Spike and Andrew travel to an old church to question a priest about Caleb.

Faith and the Potentials search underground for a weapon, whilst Buffy confronts Caleb at the vineyard.

Buffy has a powerful new weapon, but the gang cannot find any information about the origins of the mysterious scythe. Eventually the Slayer goes herself in search of knowledge, and finds a new ally, an old friend, and great danger.