In the Summers' home Buffy walks through the house checking on all the potentials. She sees Chloe sitting in the corner crying, then all of a sudden gets knocked over and pushed down the stairs by the First Slayer. At that moment Buffy wakes up in her own room shocked by the dream she just had. Spike & Anya are out, going out together for a drink. Anya makes the mistake of thinking it's a date, Spike corrects her just as they're attacked by a demon, sent by D'Hoffryn to attack Anya. The next morning Buffy and Principal Wood are talking to a couple of boys who started a fight in the cafeteria. Robin lets them off. When they're gone Robin tells Buffy of how the unruly activity in the high school has increased. It's the hellmouth, it's started. As Robin realises things have got pretty bad he hands Buffy a bag, which used to belong to his mother. Kind of a slayer keeps sake, which was meant to be passed down to Buffy through the slayers but Robin got attached to it. Robin tells Buffy he wants to see where she works. Buffy's confused and looks around, but then he tells her he wants to see where she does her other work. Robin and Buffy enter the Summer's home. They're greeted by a disgruntled Andrew who's been trying to bake. He isn't happy that there's another person in the mix, but reveals to Buffy their "big board" of plans. Buffy ignores Andrew and takes Robin to the back. There Kennedy is training the rest of the potentials. But Chloe makes a mistake and Kennedy "punishes" her. Robin's impressed with the recruits, but Buffy tells him that they're not recruits and that they're not all going to make it. Willow makes a surprise entry with an armful of weapons. She tries to lie her way out of the situation, not knowing that Robin's in on it all, and is relieved to find out that he is. Robin asks Buffy to see the vampire, Spike. Buffy takes Robin to see Spike in the basement. Spike is meanwhile having an argument with Anya in the basement about their attacking demon, and why Spike just ran instead of killing it. There's obvious tension in the air. Spike's annoyed that Buffy's told Robin of his soul, and on that note Buffy and Robin leave. Later that evening Dawn tells Buffy what they've found in the bag which Robin gave her. Dawn starts teasing Buffy about her other real homework, just as they go into one room they see Chloe, she committed suicide and hung herself. The First in Chloe's form is standing next to the dead Chloe. Soon a few of the other potentials are there, attracted by the commotion. The First tells the potentials and Buffy that it is coming, and they can't do anything. Buffy tells Dawn to get a knife to cut her down. Later that night Buffy is digging a grave for Chloe. When she arrives back home she sees the potentials along with the gang sitting there, all looking a bit lost. She lectures everyone there, including Spike, on what's to come and how it's going to be. No one is happy about what Buffy said but none the less it was said. Buffy tells Dawn to get the potentials upstairs and declare emergency and break out the bag that Robin gave her. Later that night they explore the contents of the bag with Robin looking on. They find an un-openable box which Buffy opens. It's full of shadow casters, puppets which tell a story. The book in there tells the story of the First Slayer which is when Buffy tells everyone else that she saw her in a dream that night. They put the shadow casters together and set everything in motion. When the puppets are put into super natural things start going on, and things get very creepy. A portal opens and Buffy jumps through arguing she has to know what's going on, while the rest of the are worried. An exchange had to be done when she jumped through, a demon jumps out as Buffy jumps through. Kennedy asks Willow to use her magic, but Willow's not ready. They all have a stab at it, even Spike, but the demon gets away. Elsewhere Buffy reappears from out of the portal she just jumped into, to a bright, sunny desert. Back in the Summers' home Xander asks Dawn to get back to the book, but it got empty when Buffy went through the portal. Anya reckons they should just leave Buffy and let her make her own way back. Kennedy pushes for Willow to use magic. Willow makes her own theory on what could be happening. Meanwhile Spike's on his own mission, to get the demon in order to make the exchange again. Back to Buffy, she comes across three men, the shadow men. They're speaking Swahili and somehow Buffy can understand. She's told she's the last guardian of the hellmouth, and she was brought here. Buffy tries to argue back saying that she brought her there, she gets a firm knock on the head and gets knocked out. Meanwhile Willow is putting the spell into effect. She pours some sand in a circle on the floor and sits in it. The spell begins nothing seems to be happening, suddenly Dawn & Kennedy are blown backward by a sudden jolt of energy and Willow screams. Buffy has come to, she's chained to the Earth and it appears the shadow men are trying to reenact what they did to create the First Slayer. They infected her with the essence of a demon. Buffy however fights back. Back in Sunnydale Spike finds his old leather coat and heads out. Robin asks where he got the coat, and he says from New York. Willow's carrying on with the spell, just as Kennedy gets up energy is drawn from her and Anya by Willow in order to open the portal. Spike is fighting the escaped demon, he finally gets the upper hand and breaks the demon's neck. Buffy has managed to free herself of the chains. Knocks over two of the shadow men and gets rid of the demon essence by breaking a staff. Buffy doesn't want the power but wants to know what's coming. Just as this is happening Spike returns with the demon and the exchange is made and Buffy's brought back. That evening Kennedy backs away from Willow after seeing what Willow was really like when she was evil. Buffy has seen what is coming... somewhere underground, thousands of Turok-Hans are preparing for war...