The gang research The First, but don't have much luck finding anything. Dawn grows impatient with Andrew's state of unconsciousness, but keeps researching at Buffy's request. Buffy asks for a book and her mother hands it to her. Joyce warns her that she needs to rest if she intends to defeat this evil, but Buffy knows the vision isn't real and then Xander wakes her up from her dream. The Ubervamp drags Spike further into a cave where the First has taken on Drusilla's form to watch Spike get tortured.
At the Summers house, Dawn and Anya secretly try to force Andrew to wake and he does as Buffy walks in the room. They begin to interrogate him again about the First, but he takes some prompting before he's willing to help them. Andrew leads the gang to the school basement where the seal is still exposed on the ground, but no Spike or First Evil to be seen. Although they don't know what the seal did or does, the gang grab shovels and cover it with dirt again. On the way out, Buffy and Dawn run into Principal Wood, also carrying a shovel. Buffy and Dawn try to explain Buffy's surprising recovery from being sick and their own possession of a shovel while the principal explains himself and asks Buffy to return to work soon.
At the house, Willow begins a spell to find the First, but it doesn't go anything like she planned. Explosive bolts send Anya and Buffy flying while Willow is briefly possessed by the First Evil. Xander smashes a bowl used in the spell which breaks the effects and sends Willow crashing. She's fearful of the magic and hurting people and begs Buffy not to let her hurt anyone with magic. Buffy starts to leave to find the First herself, but is surprised to find Giles standing outside her front door. With him are three young girls--Kennedy, Molly and Annabelle--who are potential slayers that he's trying to protect.
Giles informs the whole gang about the First's plans to destroy all slayers-in-training, their watchers and eventually the two active Slayers, Buffy and Faith. He breaks the news that the Council has been completely destroyed along with most of their records, except for the few books and references on the First he stole while there was still time. Giles goes over basic knowledge about the First Evil, explaining that it can only take on the appearance of the dead, but it's incapable of solid form. He informs Buffy that unfortunately, she's the only one strong enough to actually stand a chance of winning against the First. One of the Slayers, Kennedy, objects to the situation and wonders why they're hiding out on the Hellmouth of all places with only one person responsible for all their lives.
In the cave, the Ubervamp tortures Spike by dunking his head under water while "Drusilla" lectures Spike about following the rules. Kennedy helps Willow make the sleeping arrangements around the house and ultimately, Kennedy ends up staying in Willow's room. The girls convene in the kitchen and start eating cookies after Dawn burns the meal she was trying to cook. Buffy and Giles walk and talk together as they search for an entrance to the cave Buffy remembers from the first time she encountered the First and its minions, the Bringers. Buffy unintentionally finds it as she falls through some old planks covering the ground. As she searches the caves, she's viciously attacked by the Ubervamp. She stakes the demon, but it doesn't kill him and he proceeds to beat her up badly. Buffy narrowly manages to escape the cave by climbing out and the vampire is kept at bay by the rising sun.
Giles and Buffy return to the house to find the three potential slayers hanging out in the kitchen. Giles tells them all about the vampire Buffy fought, a Turok-Han. He explains that it's part of a separate race of vampires that is far superior to and feared by the everyday vampires Buffy is used to. At work, Buffy researches "evil" on the Internet as Principal Woods stops to check on her. Again, in the cave, Spike is smacked around by the Ubervamp while Drusilla dances about and tries to convince Spike to decide to be on their side of the game. Spike doesn't fall for the mind tricks and earns himself more of a beating from the Ubervamp.
Buffy reviews her wounds as her mother pays her another visit. Joyce talks to Buffy about evil and its constant presence in everyone and about the pressure Buffy's feeling to deal with this evil. She wakes up to find that she's still at work and had been in the middle of a meeting with a student. The student walks off and Principal Wood watches on from his office as a very tired Buffy tries to deal with the stress. Later that evening, the gang prepares for sundown and the potential danger it brings to them. The potential Slayers get weapons while Andrew tries unsuccessfully to convince Buffy and Xander to untie him. As Buffy watches for the sun to set, Giles reminds her that she's the one being depended on and then Molly interrupts, informing them that Annabelle ran off.
The could-be Slayer runs through the streets of Sunnydale until she's captured by the Ubervamp and quickly killed. Buffy shows up in time to find the dead body and be attacked by the Ubervamp herself. She is hurt and runs off in search of better fighting grounds and a useful weapon. Again, the vampire has the upper hand, but Buffy drops a bundle of heavy steel beams on the creature, smashing it to the ground. Practically unaffected, the Ubervamp rises from the mountain of beams and goes after Buffy again. He throws her around some more, finally tossing her through a stone wall where she's buried under rubble and steel on the other side.
The First in Drusilla's form gets angry with Spike as he continues to refuse to cooperate. Because of Buffy's faith in him, he feels strong enough to refuse. A terribly wounded Buffy sits alone at home as she listens to Giles and Willow talk in another room. They worry about Buffy's condition and their ability to fight this thing that seems so much bigger than them all. Buffy finally comes downstairs and gives an inspirational speech about this huge challenge before them that is bigger than any evil they've ever faced. She tells the group that she's more scared than ever, but she's not about to back down now. There's a new plan: they're declaring war on this evil instead of waiting for it to make a move.