Willow and Tara wallow in their togetherness, but things aren't as happy everywhere else. Buffy has to face both Xander and Spike, whilst tracking Warren and Company to foil their next move.

Willow's return proves problematic when she is literally unable to see her friends--and is left with a creature that paralyzes its victims.

Xander and Spike search for the source of a spell that has bewitched the girls into competing for the affections of the high school quarterback.

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

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.

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