Faith returns to Sunnydale just as a new villain, Caleb, arrives and sends Buffy a message in the form of a badly beaten Potential. Buffy leads the rest of the girls to Caleb and The First's lair, with devastating consequences.

After their horrifying loss at the vineyard, the gang turn against Buffy and begin to follow Faith instead. Meanwhile, Spike and Andrew travel to an old church to question a priest about Caleb.

Faith and the Potentials search underground for a weapon, whilst Buffy confronts Caleb at the vineyard.

Buffy has a powerful new weapon, but the gang cannot find any information about the origins of the mysterious scythe. Eventually the Slayer goes herself in search of knowledge, and finds a new ally, an old friend, and great danger.

After killing Caleb, Buffy conceives a plan to defeat the First once and for all. Willow invokes a magic spell that alters the ancient Slayer spell and gives Buffy the allies she needs to fight the Uber-Vamp army. An epic battle ensues and several good friends are lost. At the end, Buffy faces a completely new problem -- one she's glad to have.