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...