Buffy begins a new job as school counsellor at Sunnydale High. On her first day she encounters a troubled young girl who is convinced she is about to die.

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.

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.

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.

Andrew creates a documentary called "Buffy, Slayer of the Vampyres", a record of the current situation in Sunnydale to show to future generations. He manages to capture many important moments, and to annoy almost everyone in the house. But Buffy needs to tear him away from his filmmaking because the Seal of Danzalthar is active and Andrew may hold the key to closing it before it destroys the town.

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.