Chaos reigns at the Summers house now that Buffy's gone. Everyone has opinions, and they all voice them simultaneously until Faith takes over. Her recommendation is for everyone to get some sleep, but panic erupts when the lights go out throughout town.

Buffy walks the dark streets and enters an abandoned house, or at least she thinks it's abandoned until the owner approaches with a shotgun. The man is unnerved by Buffy's indifference and takes off when she disarms him with ease.

The next day, there's another group meeting, and Faith is large and in charge. The leader decides that grabbing a Bringer and questioning him might help their cause. Kennedy acts as bait by walking a quiet alley looking nervous. Like clockwork, the Bringers come out to kill her, but they're thwarted by some much-more-confident Potentials. The girls kick butt, and Giles lassoes a Bringer to drag home. Unfortunately, the Bringer has no tongue, but Dawn brings up a spell that might help him communicate with them.

Andrew and Spike get home from their jaunt up to Gilroy. Spike is livid when he discovers Buffy's been ousted, and he starts an all-out brawl with Faith. Finally, he backs off, then heads out in search of Buffy using his acute sense of smell. Ah, the perks of being undead.

Willow performs her spell, and everyone is disappointed when it appears to fail. That is, until the Bringer starts speaking through Andrew and declares himself "a drone in the mind that is evil." He intones that the Bringers are building an arsenal, and that they watch the girls' efforts without concern. "We will laugh at you as you die," the Bringer adds, just before Giles loses his temper and slits his throat.

Spike finds Buffy asleep in a stranger's empty bed. She's emotionally decimated, unresponsive to his efforts to convince her to go home and regain her place as leader. He truly believes there's something at the vineyard that Caleb is protecting, but Buffy has lost her drive to fight.

Faith and Giles use the words of the recently-deceased Bringer to try and locate the armory; they think it's underground in the sewers on the outskirts of town. Later, when Faith goes upstairs to rest, she's confronted by the First, wearing the Mayor's face. He's his old lovably evil self, and warns Faith that the animosity still lingering between her and Buffy may come back to destroy her in the end. His argument shakes Faith to the core, especially when he reaffirms how much he's always loved her.

Buffy regrets how she refused to form deep relationships with the Potentials, and also with Spike. But Spike doesn't care: he admits he loves her for what she is, and accepts everything that goes along with it. He touches something deep inside her, and when she lies down to sleep again, she asks Spike to hold her. He agrees, and they spoon on the bed together, Spike stroking her hair.

Wood comes to talk to Faith just as the Mayor disappears, and gets her to confess what has her so rattled. He relates his own experience with the First, and how it finds a person's weak spot and exploits it. Their burgeoning connection grows exponentially when Faith moves in closer, and Wood responds to her kiss.

As those two fall into bed together, love is in the air: Willow and Kennedy finally have a night alone, and Kennedy convinces Will it's okay to let go of the restraint she's been exerting while trying to control her magic. They make love passionately, just as Anya and Xander find each other once again over a carton of ice cream. The kitchen floor is their trysting place; hopefully none of the Potentials (or Andrew) will get a late-night craving for snacks. Across town, Buffy and Spike continue to hold one another chastely, so close there's no space between them.

The next morning, Andrew explains about the plaque he and Spike found, and a worried Faith sends some of the gang out to check on Buffy. The rest go looking for the arsenal.

Spike wakes alone, a note on the pillow, since Buffy's gone to the vineyard in search of whatever Caleb is guarding. She's found her old inner strength, and surprises the heck out of Caleb with a serious walloping. As they get into it, Faith and the girls find some Bringers guarding the mass of weapons in the sewer. Pow, bang, kablam: the girls do some serious damage. The Potentials defeat the Bringers, but Faith continues to look around, sure that there's something they're missing.

Buffy smacks Caleb down pretty nicely, and slides into an uncovered trap door that drops into an underground chamber. Looks like the Bringers have been digging underground, and a beautifully crafted, deadly scythe juts out of a rock. They clearly couldn't remove it, but Buffy gets a wide smile, knowing she's found the object she's been searching for.

Meanwhile, Faith finds what she's been searching for: it's a bomb, set to go off in eight seconds.

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