With Buffy gone, the rest of the gang sit around and debate how they're going to deal now that they don't have Buffy making decisions for them. In the midst of their debating and arguing, the power goes out and Faith concludes the power company has left town and taken the power with them. Meanwhile, Buffy watches as people load up their cars and plan to escape the city, then breaks into a house in search of a place to stay. The owner is still there, but Buffy quietly convinces him it's a smart idea to leave town because nothing in Sunnydale belongs to any of them anymore.
Andrew talks incessantly to Spike while the vampire impatiently waits for the sun to go down again. Worried about Buffy, Spike temporarily gets Andrew to shut up and they continue to wait. Down in the Summers' basement, Faith and the others talk about their plan and their enemies. Kennedy pushes for a say in decisions, but Faith steps up and makes it very clear that now that Buffy's gone, she's the leader they all voted for and they all need to accept that. Faith decides they should go after the Bringers to attempt to gain information about the First or Caleb from one of them. Kennedy walks alone down an alley until a Bringer steps out of the shadows and tries to attack her. The Bringer is ambushed by the rest of the Scooby gang and taken as a captive. Back at the house, they find that the Bringer is without a tongue. Dawn suggests a spell she read about in an old Sumerian text that would allow them to communicate with the Bringer.
Andrew and Spike return and when Spike asks about where Buffy is and when she will return, Willow tries to explain with an embellished version of what happened the previous night. Spike is not convinced that Buffy would "take a time off" during an Apocalypse and realizes that the others turned their back on Buffy by kicking her out. Furious over their betrayal, he snaps at them for being ungrateful, saying that Buffy died "saving their asses". He asks them where he can find Buffy. However, Faith is not impressed, and tells him to leave. They start to fight each other. Spike yells at her for being jealous of Buffy because she had the life Faith never had. Willow and the potentials watch the conflict not saying a word. Spike throws Faith into the wall asking where Buffy is, causing Willow and the potentials to wince. After admitting she doesn't know Faith stands prepared to continue, but Spike has lost interest. Spike then steps outside to catch her trail with his vampire ability to catch scent. He goes in search of Buffy.
In the basement, Willow uses a spell to get the Bringer to talk while Kennedy, Giles, Xander, and Andrew sit around waiting. Andrew begins to talk whilst the group wonders if the spell worked, but they soon realize that he's speaking for the Bringer. Andrew explains that the Bringers are everywhere preparing for battle, taunting them until Giles becomes angry and slashes the throat of the Bringer, breaking his spell on Andrew, who complains that beheading the Bringer instead of ending the spell magically could have led to his (Andrew's) death.
Spike finds Buffy curled up in a bed at the house she broke into, noticing that Sunnydale has gone to hell, explaining that he didn't need an invitation. He tells her about the vineyard and what they found. She was right, but Buffy doesn't seem to care anymore and is ready to give up. Spike tries to convince her that she shouldn't listen to what they said, reminding her of everything that ever happened, but she never gave up.
Giles and Faith look over a map as they plan to begin a search through the sewers for the Bringer's hideout and decide to attack there the next day. As Giles leaves, the First in the Mayor's form appears to Faith. She knows what he is and isn't fazed, but he prods anyway, praising her for kicking Buffy out and warning that Buffy is a dangerous threat.
Meanwhile Spike works to convince an exhausted Buffy that she is still needed. Buffy talks about how she detached herself from the Potentials and how detaching herself from people is something she's done for as long as she's been the Slayer. Spike talks about his feelings for her, and how much he admires her. He tells her that he had always thought he was evil until he met her. He tells her that as difficult as everything has been the one thing that he was always sure of was her. He tells her that she is the one. Spike then professes his true love for Buffy and starts to leave, but Buffy asks him to stay and just hold her.
Robin interrupts Faith's chat with the First and they start to talk about the First's visits with both of them and the effect it had. The two express their apprehension about the coming battle, then Faith takes things in a different direction and they kiss and tumble onto the bed.
Willow returns to her room to find Kennedy waiting for her and all of the other Potentials gone from the room. They kiss, but Willow breaks it up, worried that if they let things go too far, she will lose the self-control that she has been working for and something bad may happen. Kennedy convinces her that everything will be okay and she will "anchor" Willow, then the two get back to kissing. This is unusual for the series, which primarily shows only Buffy and occasionally Xander having sex with their respective partners. It's "special" that this time Buffy is the only one of the Scoobies not having sex. Buffy and Spike continue to hold each other while at the house, Anya and Xander, Faith and Robin, and Willow and Kennedy all have sex. The First talks about the gang and the knowledge that they're all taking comfort in each others' arms. Caleb talks to it about how he has its strength inside of him and the First's need to feel. The next morning, Faith gives out her orders to the gang, sending some to go find Buffy and others to help her investigate the sewers. Spike wakes up to find Buffy gone and a note left in her absence.
At the vineyard, the First talks with Caleb about their progress, but the First is impatient, worried that Buffy may get her hands on what they have. A Bringer is tossed down the stairs of the cellar and the real Buffy stands at the top, asking for whatever it is Caleb has of hers. Buffy goads Caleb into attacking her, but instead of taking a beating, she keeps her distance and avoids his blows. In the sewers, Faith and the girls find the Bringer's lair and the Bringers that live there. Meanwhile, as the battle with Caleb dies down, Buffy spots a trap door in the floor and dives through it. The girls battle with the Bringers, eventually disposing of all of them. After the fight ends, Kennedy finds a stairway that leads to an area below the sewers. Buffy finds a scythe embedded in a rock while Faith finds a locked metal box. Faith breaks open the box only to find a bomb inside, ticking away with a few seconds to go as she tells everyone to take cover.