The citizens of Sunnydale flee en masse and Sunnydale becomes a ghost town. Willow uses magic to get information from the police on Caleb, and Spike and Andrew leave to pursue a lead. They discover an engraving on a plaque that states that the power they are searching for is to be wielded by "her" alone. At the deserted school Buffy is confronted by Caleb, who beats her unconscious. After a brief "nap", Buffy returns home to discover that Faith has taken Dawn and the Potentials to the Bronze for a night of relaxation. After they run into trouble with the police - during which the police threaten to kill or injure Faith and briefly hold the Potentials hostage at the Bronze - Buffy confronts the group and demands that they make better choices, and reveals her plans for another attack. At this point (before Spike and Andrew return) the Potentials as well as Dawn, Willow, Xander, Anya, and Giles, tell Buffy that they no longer trust her leadership. At Dawn's request, Buffy leaves the house and Faith reluctantly becomes the new leader.