Chased by the Bringers, a young girl, Shannon, runs through he woods until she arrives at a dirt road and a preacher in a truck stops to help her. The preacher, Caleb, questions the reason behind those cloaked figures chasing her and suggests that she's a dirty girl. He starts to scare her and she tries to get out of the truck, but can't. After he indicates that the Bringers work for him, he heats up a ring on his finger with the cigarette lighter and burns the Shannon's neck. He gives her a message, stabs her in the stomach with a large knife and then kicks her out of the car. Fresh from Los Angeles, Willow and Faith drive up seconds later and find the girl in the road.
Xander dreams about the Slayers in Training wanting him sexually, but his dream is cut short as in reality, the girls need him to fix the toilet. Willow and Faith watch as the young potential they found on the road is worked on in a hospital. Putting the pieces together herself, Faith questions why she wasn't notified that there was such a threat to the Slayer line. She explains that while in jail, she was attacked by someone with a large knife and until now, didn't realize what it meant. Faith starts to leave to update Buffy on the latest, but Willow questions that's the best idea, Buffy and Faith meeting each other right away. Faith takes off anyway, leaving Willow to wait for Shannon to wake up.
A girl runs through the cemetery until she's grabbed and knocked down by Spike. Faith intervenes before he can do much more and despite his introduction of himself, Faith considers him a threat and continues to attack until Buffy stops her. After the confusion is cleared up, the girl wakes up and shows herself to be a vampire, who Faith promptly disposes of. Back at the house, Faith encounters a cold reception from Dawn and Giles, but Spike explains that it was partially because of the latest tension between Giles and Buffy. Caleb drinks from a barrel of red wine while speaking of his past as a preacher to the First in Buffy's form. It takes a moment, but Caleb soon realizes that the First is in the appearance of the Slayer he's after. He talks about all the work he's done for it,
Andrew narrates a montage of Faith's history since her start on the show, but the story takes a sci-fi twist as Faith fights with a Vulcan and Andrew's story comes to an abrupt halt. The Potentials correct Andrew's story, but he continues to stress the threat that Faith is. At the school, Buffy goes to check in with Principal Wood in his office. She reiterates her earlier point about his issues with Spike and they agree to be on good terms again. Robin then fires her on the spot, citing the need for her to be focused on the mission as the reason. Buffy doesn't take the news well, but Robin's confident that she needs to be focused on saving the world.
Faith sneaks down into the basement for a cigarette and an escape from the Potentials, but she finds Spike down there as well. The two smoke and talk about their common dangerous pasts. Faith reminds him on how they met the first time when she was in Buffy's body and Spike subtly lets the brunette know that Buffy's no longer as uptight as she was years ago. Buffy comes downstairs and finds the two lounging on Spike's bed. Before Buffy's jealousy gets too obvious, Dawn calls to her with news that Shannon is awake. At the hospital, Shannon explains what happened with Caleb, shows off the burn on her neck and relays a message to Buffy: that Caleb has something of Buffy's. Later at the house, Buffy gives a speech to the gang gathered in the living room about Caleb and how they're all going to get whatever he has of hers.
A young woman walks down into the vineyard and meets with Caleb. He talks to her about why she came to him and then as the two walk into the darkness, the woman gasps and falls to the ground, her stomach cut open. The body quickly morphs into Buffy and the First rises. Caleb makes a request for another form for the First to take and they talk about how good he is at baiting girls into traps. Buffy tries to convince the others that her plan of attack is the right one, but most of them are hard to sell. Buffy tells Willow and Giles to stay behind with the inexperienced girls and protect them. On a recon mission, Buffy and Faith follow a Bringer through the woods and talk about Faith's intentions and her recent issues with Angel.
Xander directs the Potentials on the methods of attacking in battle. Rona speaks up, claiming that Buffy and her plan are crazy, but Xander promptly steps up with a beautiful speech in Buffy's defense. Buffy and Faith return home in time to hear Xander's speech and then they all get ready for battle. At the vineyard's entrance, Buffy explains the plan and then moves underground with her team. The Bringers quickly surface and a fight breaks out. The fighting goes well at first until Caleb emerges from the dark shadows and after a brief lecture, knocks Buffy across the room with one powerful punch. Spike too is tossed aside and into a barrel of wine then the fighting begins again. Rona is grabbed by Caleb and has her arm broken, but before a Bringer can stab her, Xander and Faith arrive with the other team.
Faith goes up against Caleb, but is eventually kicked into another barrel and knocked unconscious. Caleb then grabs another Potential and breaks her neck before setting his sights on Molly. Buffy gives the order for them to retreat but it's not soon enough to stop Caleb from stabbing and killing Molly. Xander stops to get Kennedy and walks right into Caleb. Observing that Xander's the one who can see everything, Caleb stabs his thumb into Xander's eye to effectively put an end to that. Spike tackles Caleb out of the way and then helps Buffy carry Xander out of the vineyard. Caleb narrates a story about Buffy as Buffy walks through the hospital past the beds of badly injured potentials and her best friend Xander and then at home, past the other Potentials tending to their wounds. Alone, Buffy walks through the streets as Caleb tells the First in Buffy's form about the good guy's destruction in the near future.
