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 has to keep the ever increasing number of potential Slayers from panicking while Giles and Anya seek answers from the Beljoxa's Eye.

Buffy takes the Potentials to a demon bar and then to Spike's crypt, in order to teach them the art of slaying. When Willow casts a spell to seek out the next Potential, the spell leads them to believe that Dawn may be a future slayer.

The Scoobies use a spell to transport Buffy into a shadow world, where she meets the men who created the first slayer. However, in order for her to return home, the gang must find and slay a ferocious demon.

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.