It's night time, a young girl is being chased through the woods by some Bringers. She runs into a truck and gets a lift with a preacher in it. He takes her in and she's appreciative. He then begins to get judgmental about her, but it's clear that he knows that she is in fact a potential and where she's heading, to see Buffy. He preaches to her a bit more then takes the cigarette lighter, presses it against a ring he's wearing and burns the girl. After which he gives the girl a message, stabs her in the gut and kicks her out of the car. A car approaches the high way, it's Willow coming back from LA. Faith comes out of the car to see the girl, she's back in Sunnydale. In Xander's apartment, Xander's sitting on his bed talking to a potential. The conversation turns to her, not having a man before. Anther potential pops up and the talk is clearly sex orientated. Just as things seem to be getting good the door opens and the rest of the potentials are having a pillow fight in their underwear. At that moment Xander wakes up. Rona tells him that the toilet bowl's backed up. He makes an excuse about why he can't get up at that moment, but eventually does. Willow and Faith look over Shannon, the potential they rescued. Willow reckons one person needs to stay, and the other go and find Buffy. Willow's reluctant to let Faith go and find Buffy, but Faith does not want to stay there and so heads out. That night a young girl is running through a graveyard followed by Spike running after her. The girl's knocked over by Spike. Just as Spike's about to go in further Faith appears and stops him. Faith recognises Spike but that doesn't stop either of them fighting. The fight is eventually broken up by Buffy. And the young girl wasn't in fact a girl, but a vampire. Buffy asks if Spike's okay and fills in on the fact that Spike has got a soul. Faith likens him to Angel, but Spike is in no way to be related to Angel. Buffy, Faith and Spike walk into the Summers' home. Nothing's changed for Faith. Dawn and Giles are sitting by the table. Dawn is in no way pleased to see Faith there, while Giles is indifferent. Buffy walks away as does Giles and Dawn, finding somewhere for Faith to sleep. Spike fills in on what's been going on with everyone, including Giles. Elsewhere Caleb pours himself a glass of wine. He talks about the Last Supper. Then The First/Buffy appears. Asking questions, but it's clear that they've met before. Caleb thinks that whoever the First is looking like, she was a potential. The First/Buffy asks him to look closer and he sees that she is in fact the slayer. The First/Buffy asks Caleb what he's going to do to lure the slayer in. He's going to offer something she can't refuse. Andrew starts to tell a story about Faith, to the other potentials, and her past. But he gets one fact wrong, the fact that she killed a volcanologist, not a vulcan. But he does tell them something serious, that Faith is still a killer. At school Buffy arrives to see Robin. Things seem to be okay between them and Buffy lays down the rules again. Just as she does Robin fires her. He tells her it's because she has bigger things to worry about, she has to remember the mission. Buffy's in denial and doesn't want to be fired. Robin reminds her that most students have either left town or aren't bothering to show up, it's the best thing for her. At the Summers' home Faith goes into the basement and lights up a cigarette. Spike's there, and she gives him one. They talk, and Faith tells him that they've met before. Spike remember the exact words that Faith used back when they met in The Bronze, to Faith's surprise. Buffy comes down to the basement and is surprised to see Spike and Faith getting on so well. Dawn appears at the door, Shannon's woken up. Buffy and Willow go and see Shannon. Shannon shows the burn that Caleb made in her neck and Willow documents it. She passes on the message that was given to her, he has something of her's. At the Summers' home Buffy fills in the rest of the potentials on the situation, the new player, Caleb. She's going to go in to find out what he has. Later on, Buffy talks to the gang, but not most of the potentials. Her and Faith are to go on recon to figure out who and where he is. Willow's worried and so is everyone else, they don't think Buffy's doing the right thing. While on recon Buffy and Faith see the bringers, all heading for somewhere, they follow. Conversation turns to what Faith had been doing in LA, helping Angel. They finally see where they were all headed. In the Summers' home Xander is giving some of the war-ready potentials the information they need to know in order to stay alive. All of them are too losing their faith in Buffy. Xander reminds them all of what he's been through with Buffy, just as Buffy walks in she catches the last bit of his speech which brings a tear to her eye. Buffy then tells the troops to saddle up. Willow and Giles stay behind. They return to the forest and Buffy splits the group up. While one group go in, Xander's stays outside. Buffy and Spike take their lot in. They encounter some bringers and the potentials do pretty well against them. Buffy encounters Caleb, who with one blow throws her across to the other side of the room. Spike vamps out, but he's no match for Caleb either. The bringers arrive again and the potentials aren't quite with it. Kennedy gets knocked over, Rona's arm gets broken and Molly gets killed. Xander stands at the foot of the stairs with reinforcements. Faith and Caleb fight, but she's no match for him either. They decide to retreat, they gather themselves, but Xander gets caught off guard and Caleb, literally, pokes his eye out. Spike and Buffy get him and they go off. That evening all the potentials are in the hospital, along with Xander. Buffy walks home, in silence and goes out.