Giles is whisking off the potentials to the same vision quest that Buffy was taken on when she saw The First Slayer. Willow comes from upstairs to let everyone know that Kennedy still has the flu and can't go on the vision quest with everyone else. As the potentials argue in the car over who's going to drive there Giles leaves wishing his farewells to Buffy. Buffy walks into the basement where Spike is. Spike's relieved to have the potentials gone for a couple of days. At first Buffy denies that she is, then eventually gives in saying how much she is going to cherish having the bathroom to herself for a couple of days. Buffy notices that Spike's chained himself up again. He says that when he's around Buffy, he's alright but still isn't confidant about being alone. Suddenly Spike screams out in pain, it's his chip. Willow's in the kitchen preparing some tea to take to Kennedy, Buffy comes out of the basement. Nothing much has changed with Spike, though he hasn't been screaming. Buffy wants to find some more info on what's going on but doesn't know where to look. Willow goes and takes the tea up to the ill Kennedy, who's not really ill and has been faking it all along. She says she has a mission and needs Willow to go with her. They're both at The Bronze, Kennedy had no mission really. Kennedy asks that she stays for one drink, and Willow agrees. At first Willow's reluctant to talk about her sexuality, but by the end of the drink she's warmed up to Kennedy. Back at home Buffy's nursing Spike, still trying to think over what needs to be done. She finally thinks of something. Spike has another "episode" as Buffy talks on the phone, she's trying to get hold of Riley but the phone conversation doesn't seem to be all that conventional. The night's over and Willow & Kennedy arrive back home, at their room. Kennedy moves closer to Willow and they kiss. As Kennedy steps away it's no longer Willow standing there, but Warren! Willow doesn't know and sees the look of shock on Kennedy's face and heads to the mirror where she sees herself as Warren. She goes downstairs and everyone else sees Warren. Xander yells to get Buffy. As soon as Buffy arrives she punches Warren/Willow and it's corporeal and it's not The First. Willow eventually convinces everyone that it is her. She tells Buffy what happens and reassures her she can sort this out on her own and leaves. As Spike lies on the floor in some considerable pain, Kennedy slips out to go after Willow. Willow walks down the street and is soon met by Kennedy. Willow's reluctant to let Kennedy come with her, but seeing as she's already tried herself to reverse the spell she allows Kennedy to accompany her to some people who might be able to help. Walking in some woods somewhere, Spike & Buffy revisit the old Initiative labs. At the Summers' home the phone rings and Andrew answers it. Xander takes over the phone, as he puts it down tells the rest of the gang what happened. It was Robson, he told Xander that the last time he saw Giles he was nearly hit by a Bringer's axe. They all suspect that he may in fact be The First and so all head out to go and find the potentials and Giles to check. Somewhere on UC Sunnydale campus Willow/Warren finds the campus wicca who may be able to help her, and also finds Amy. Amy appears to be wanting to change from her old ways and decides that she may be able to help. They all watch as Amy tries something on Willow/Warren but it doesn't work and Willow/Warren slaps Amy. Willow realises she's now turning into Warren and runs away. Kennedy tries to stop her but it doesn't prove fruitful. In the Initiative basement Spike & Buffy are confronted by some kind of demon which is still alive. Buffy eventually manages to kill it. Spot lights turn on, and a load of Initiative soldiers have surrounded them. They were sent by Riley, to help Buffy in any which way they can. Willow marches down an alley way somewhere, crying her eyes out. She turns to herself and something snaps in her. She heads off with something in mind. Kennedy goes back to Amy, Amy lets slip some facts about Kennedy being a potential that Kennedy hadn't told her. Turns out Amy was the one who put the hex on Kennedy and she's determined to let things run their course. Somewhere else Willow's buying a gun, same model as last time... On the vision quest Giles is suddenly jumped upon by Anya, Xander, Dawn & Andrew all feeling him to make sure he wasn't The First, and he isn't. In the Initiative basement Buffy's told that she has to choose what to do with the chip and Spike, they can either remove it or fix it so it'll carry on working as normal. Back to Amy, she clicks her fingers and Kennedy's taken back to the Summers' home, in the backyard. The scene of Tara's death is recreated with Kennedy and Willow/Warren. However Kennedy manages to calm down Willow enough for nothing drastic to happen, and after Kennedy kisses Willow/Warren, Willow is reverted back to normal and they both head back in the house.