Buffy and her friends fear Spike may be to blame when a number of people around town mysteriously disappear.

Buffy and the gang capture and interrogate Spike and Andrew.

Giles returns to Sunnydale with three potential slayers, whom Buffy must protect from The First. Meanwhile, a ferocious Uber-vampire is released from the Hellmouth and Buffy must kill it before it kills one of the potentials.

Buffy accepts a dinner invitation from Principal Wood, and tries to figure out his true intentions. Xander goes out with a girl from the hardware store. The First tries to convince Andrew to murder the potential Slayers. Giles returns from China with a new Potential, but struggles with the language barrier.