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.

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.

Robin Wood seeks revenge on Spike for killing his mother nearly 30 years ago, whilst everyone else tries to find out how The First has control over him.

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.

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.