Vi & Rona are in a cemetery and are suddenly attacked by a vampire. It turns out to be Spike and a training exercise run by Buffy. She explains to Vi & Rona what they did wrong, not listen to their instinct. Buffy demonstrates how to do it, with Spike attacking her then gets Molly and Kennedy to have their go. The next morning Buffy continues her lesson with the potentials with Dawn looking on from the basement stairs. As Buffy leaves the potentials to carry on, she tells Dawn to get ready for school leaving Dawn looking a little forlorn. Buffy goes to work and at work has a phone conversation with Xander, complaining about the bathroom situation there. Amanda, a student, comes in and starts to talk with Buffy about boys and in particular one who is picking on her. Buffy goes off on a tangent and begins to talk about her and Spike, then realises, calms down and stops talking. When Buffy returns home the house is in a mess and everyone's arguing, Willow quickly comes in urgently wanting Buffy. Xander, Anya, Buffy and Willow all sit at the table while Andrew and Dawn stand around it. Willow says that there's another potential in Sunnydale, who's been here all along. Buffy wants to find her but wants to continue training the other potentials. Willow & Xander volunteer to get the other potential so that Buffy can continue her training. Dawn watches the rest of the potentials get ready for their "night out", and Andrew begs Buffy to let him come. She doesn't let him, Spike arrives and they all set out, leaving Dawn yet again looking forlorn. Willow puts a spell together to find the new potential. But it doesn't seem to go all that well. As Dawn goes to get the door to aerate the house, the spell hits her and it seems that she's the other potential. The gang get excited but Dawn's far from that, she finding the concept hard to grasp. She doesn't want Buffy to know right away, and heads up to her room to think things over. The rest of the gang do their own thinking. Dawn listens to them from her room before making a get away through the window. Buffy and Spike have taken the potentials to a demon bar, they're all a bit miffed by the idea of this kind of bar but go with it. Clem arrives and greets Buffy with a hug. She pulls him aside and the next minute Clem does something that scares the hell out of the potentials. While walking around Sunnydale, Dawn bumps into Amanda from school. As they part Dawn sees a cuts on Amanda's forehead. Amanda explains what happens, and it turns out she was attacked by a vampire at Sunnydale High and went looking for Buffy to help. Dawn reckons, being a potential, she can take the vamp so heads back to the school to sort it out. They get to the classroom where Amanda previously trapped the vampire, but he doesn't appear to be there anymore. As they close the door to leave the vampire attacks from above and they run. Back to the potentials, Buffy's brought them to a nest and tells them to look around for signs of previous activity there. A newly risen vampire gets up and begins to fight with Buffy. Back at the school things get ugly for Amanda and Dawn and they're trapped in another laboratory. Dawn uses everything she can get her hands on as a weapon. As she says this Buffy also teaches the potentials that everything's a weapon. Shortly after she drops her stake and locks the potentials with the vampire in the crypt. The Bringers break in to the lab where Dawn is and go to get Amanda, which is when Dawn realises she's not the potential. Dawn creates a mini fire storm and grabs Amanda. They both head out and Dawn tells Amanda what to do and that she is the one, by that time Xander has also arrived, after doing a locating spell to find Dawn. Dawn hands Amanda the make shift stake she made and soon after Buffy and Spike arrives and they all make short work with the Bringers and Amanda bags her first vamp. The next day the other potentials get chummy with Amanda as Dawn looks on. Buffy takes them all back to the basement for training. Xander sees something in Dawn that was in him. He gives her some words of advice which brings her to tears and walks away.