Buffy and her friends fear Spike may be to blame when a number of people around town mysteriously disappear.

Buffy hopes to learn more about what she's up against with the First by taking Spike prisoner; Xander and Anya interrogate Andrew.

Giles returns to Sunnydale with three potential slayers, whom Buffy must protect from The First. Meanwhile, a ferocious Uber-vampire is released from the Hellmouth and Buffy must kill it before it kills one of the potentials.

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 rope, 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.