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.