The re-opening of Sunnydale High School is not without trouble for Buffy as some undead students and faculty are raised, and blame the Slayer for failing to protect them. Dawn and Buffy, together with some of Dawn's new friends join together to defeat the evil Meanwhile, Spike and his new soul are seeking solace in the maze-like basement of the new school, and Willow begins her redemption with Giles in England.

Soon after Buffy's first day as Sunnydale High Guidance Counselor, the gang meets a young woman, Nancy, who's dog was eaten by a large creature living in the sewer. Spike offers his assistance in tracking down the monster, but the gang and Buffy are still a little uneasy with him being around. The gang soon discover the cause behind the monster is an old, estranged friend; who is relishing in her return to form. Meanwhile, Willow has mixed emotions as she prepares to leave England and return to Sunnydale.

Buffy, Xander and Dawn are unable to find Willow who, shortly after returning to Sunnydale, is captured by a demon who enjoys eating the skin of his victims. Meanwhile, Anya pays the price for undoing the curse on Ronnie (the giant worm demon) and is restricted to only being able to teleport for vengeance jobs.

Buffy is settling in to her counselor's role at the high school helping troubled teens and sorting out problems, but is left speechless when Cassie, a student, comes to her and calmly tells her that she (Cassie) has only a week to live. Suspecting the girl is suicidal, Buffy investigates and discovers a cult of students playing with dark forces and comes to believe Cassie is psychic.

Anya grants a young woman's wish, but the violent and deadly act of vengeance leaves Anya completely guilt-ridden. In order to fix her mistake, she asks that the spell be undone. Knowing the price of the reversal is the life of a Vengeance Demon, she's willing to make the sacrifice.

Dawn's simple crush on Sunnydale High's star quarterback RJ Brooks, goes far enough to make Buffy try and steer her attention elsewhere, especially when she falls for the boy herself. With the women all desperately trying to win RJ's affections, Spike and Xander, now quasi-roommates, team up to discover why the teen seems to have the ability to make all women infatuated with him.

Five seperate stories in this episode has the gang encountering a paranormal force which spells future doom. While out on patrol, Buffy squares off with a former classmate and current vampire, who goads her into revealing her insecurities. Back at home, Dawn is thrown into a panic when an invisible force trashes the Summers' house and deposits the corpse of her mother on the sofa. The ghost of Cassie visits Willow under the guise of being sent by Tara; and Spike apparently has returned to his killing ways. Meanwhile, nerdy villains Jonathan and Andrew return from Mexico.

After discovering that an old friend may have been recently sired by Spike, Buffy informs the gang that they must keep a close eye on him. When Spike manages to go out, he gets put in a mysterious trance and then seduces and kills a girl with the evil morphing entity watching over him. Meanwhile in England, Giles finds a fellow watcher close to death. While he is finding out what happened, a man with no eyes approaches Giles from behind, and swings an axe at his head...

Spike is held captive in the Summers home while the Scoobies ponder their options in the aftermath of his murder spree. Willow finds Andrew buying blood and decides to take him prisoner also. After much questioning, the gang are interrupted by mysterious hooded figures called Bringers. They take Spike to Sunnydale High, where they use his blood to raise an old, mysterious vampire.

With Spike missing, the gang try to cope and clear the damage done to the Summer's home. Giles arrives with three potential slayers and he reveals that the 'First Evil' is killing off the line of slayers in an attempt to rid the world of good, leaving The Hellmouth free to open. He tells Buffy that there are more potential slayers on their way to Sunnydale. Buffy and Giles search the christmas tree lot where they last discovered the Bringers, Buffy goes underground and is challenged by a very strong vampire who is luckily scared off by the sunrise. Giles confirms that he was a Turok-Han, a vampire which vampires fear. After one of the other slayers gets killed trying to escape, Buffy comes across the Turok-Han once again, it beats Buffy within an inch of her life and remains unharmed. Later on at the Summer's home, Buffy declares that she isn't going down without a fight, and neither is anyone else.

More potential Slayers arrive at the house and one of them, Eve, creates tension as she openly voices their fear that Buffy alone cannot save them. Buffy and Xander discover the body of the real Eve and rush home to confront The First, and she warns them that the Turok-Han will be coming for them and disappears. Willow creates a barrier to keep it out, but it isn't strong enough. Buffy runs one way as bait, while the rest of the gang escorts the potential slayers to Xander's construction site to hide. The Turok-Han arrives at the site, but Buffy gets there just in time. She defeats Turok-Han and boosts the potentials confidence, but Spike is still missing. After enduring painful torture and being tricked by manifestations, Spike is greeted by a heroic Buffy. They escape and return to her house. Giles and Anya visit an Oracle and discover that when Buffy was resurrected, she created a vulnerability in the Slayer chain that The First is now exploiting.

Buffy and Spike begin to train the potential Slayers, while Willow performs a locator spell and discovers another potential at Sunnydale High. At first, it seems as though Dawn has been chosen, but she soon discovers that her friend Amanda is the one. Dawn helps Amanda fight off a vampire trapped in the school and then goes back to being a 'normal' person. Xander gives her an inspiring speech, which helps her deal with her missed opportunity.

After sharing a lingering kiss with would-be Slayer Kennedy, Willow bafflingly transforms into Warren and must confront the loss of Tara. When Spike's chip begins to malfunction, he and Buffy take a trip to the Initiative stomping grounds, where they meet up with a few remaining soldiers who give her a choice of how to deal with the problem. Meanwhile, when Giles takes the Potentials on a self discovery retreat, the rest of the gang are stunned when they discover clues that lead them to believe Giles may be The First Evil.

Buffy accepts an invitation to dinner from Principal Wood, and the secrets of his past are revealed. Xander impresses a beautiful girl with his knowledge of knots, and she seems to be interested in tying him up. Meanwhile the First contacts Andrew in another attempt to destroy the Potentials, and Giles finds himself tongue-tied with the new Potential, Chao-Ahn.

Principal Wood gives Buffy a bag of items that used to belong to his mother, the slayer killed on the subway by Spike. The bag contains many various items including weapons, a book, and a strange sealed box. After opening the box, Buffy and gang watch a puppet show that opens a portal sending Buffy to a strange land and leaving in her wake a demon. Buffy meets three men who offer her more power, but it doesn't come freely. It's up to Willow to get the portal open and Spike to get the demon back. Meanwhile, the Potentials are feeling the stress of the situation, and the First takes full advantage of this, with dire consequences.

Andrew creates "Buffy, Slayer of the Vampyres," a documentary describing the current situation in Sunnydale to show to future generations. Many emotions are captured during its filming, from Willow and Kennedy's make out fest to the recognition of what would be Xander and Anya's 1 year anniversary. Meanwhile, the Hellmouth, or more appropriately, the Seal of Danzalthar, is activated causing outbreaks of violence and mystical occurrences at the high school. The gang forces Andrew to reveal his own past and come to terms with it to help stop the madness.

Giles returns with a device that will deactivate Spike's trigger. It takes him into his past and shows the close relationship with his mother, who used to sing 'Early One Morning' to him. After he was sired by Drusilla he tried to save his dying mother by vamping her, but she turned on him and he had to stake her, leaving an emotional wound that has never managed to heal. When Buffy still refuses to believe Spike is a danger to them all, Robin asks Giles to help him get his revenge on Spike, leaving Buffy betrayed by the person she trusts the most.

As they drive into town, Willow and Faith find themselves behind a truck. A young girl is thrown out with a deep wound and the truck drives off. The girl is unconcious so they take her to the hospital and report to Buffy. Faith's arrival brings a lot of tension to Buffy's house. All the potentials ask questions, but Faith is only interested in talking with Buffy. They clear the air and then receive a phone call from the hospital. The girl is called Shannon, she tells Buffy about a young preacher that saved her from bringers. He then called her dirty, branded her with his ring and stabbed her. Willow takes a photo of the mark from the ring. Shannon mentions the man's message; that he has something that belongs to Buffy. The gang discover that 'Caleb' is dwelling at a nearby vineyard with his bringers. They set out (against Giles' advice) to confront him, but upon arrival Buffy gets knocked out in one punch. Caleb breaks Rona's arm, before killing Molly and a few Potentials, then he approaches Faith knocking her out as well. Unable to defeat this terminator like foe, the gang retreats. But Xander gets caught and Caleb uses his thumb to squash one of his eyes. In the aftermath of the fight Buffy wanders past her injured friends, knowing that they suffered a great defeat.

Following Caleb's attack, Xander is now blind in one eye. Buffy takes all the guilt and again encounters Caleb at the abandoned school. Faith presses her fun-loving nature on the potentials and takes them all to the Bronze, which leads to an argument between Faith and Buffy, culminating in forcing the potentials to choose between their two leaders, but because of Buffy's recent decisions and behavior, they all side with Faith. Meanwhile, Spike and Andrew look into an abandoned mission and discover a plaque which reads: 'It's not for thee, It is only for her to wield'.

After being kicked out of her house, Buffy walks alone and breaks into another house to get some sleep. Spike and Andrew return with news about the vineyard, but when Spike finds out what happened he hits Faith and leaves, trying to pick up Buffy's scent. The First pays Faith a visit in the form of the Mayor, but she isn't fooled. It tries to unbalance her by saying that Buffy still, and will always think of her only as a killer. Robin finds Faith and the two share a moment, which leads to them having sex. When Spike finds Buffy, they talk about her being rejected. She says that everytime she makes a decision, someone dies and that maybe Faith is best in charge. She tells him to leave, but he refuses, telling her what he knows about the vineyard and that he loves her. She tells him she just wants to be held, so they fall asleep in each other's arms. The next morning Buffy pays Caleb a visit, prepared for what he throws at her. He tries to hit her time and time again, but is unable to since Buffy uses her superior speed against him. Finally Buffy discovers the item Caleb tried to hide from her.

Buffy finds the weapon The First is keeping from her: a scythe embedded in stone. Buffy easily pulls it free much to Caleb's dismay and The First tells Caleb to let her go. Faith and the potentials get caught in the explosion, leaving many dead and Faith unconscious. They are attacked by a few Ubervamps, but Buffy arrives and easily slays them all with the scythe, allowing everyone to escape. After giving Buffy his word, Xander leaves Sunnydale with Dawn against her will. Buffy and Spike are feeling awkward regarding the recent events, so she sets out for information on the scythe. She finds a tomb where she runs into an old woman. She tells Buffy how the scythe was created to destroy the last pure demon, but it was made in secret and hidden from the shadow men. Caleb arrives and snaps the woman's neck. He and Buffy wrestle control over the scythe until he gets the upper hand. As he is about to strike, Angel knocks him down, and then stands back so Buffy can finish the fight.

Angel arrives with an amulet which may be a weapon against the First. The battle-lines are drawn and the gang spends the night preparing for the final confrontation. A confrontation that some may not survive. Armed with an amulet they know nothing about, a scythe which holds the key to the Slayer line, and magicks which they may not be able to control, they prepare to face the assembled armies of the First Evil.