People and cars crowd the streets as everyone in town rushes to escape the Hellmouth. Buffy spots Clem in his car on the way out of town and the two chat. Clem accidentally expresses his doubts that anyone can avert this particular apocalypse and suggests Buffy leave town this time. A police officer gives Giles and Willow some paperwork on Caleb after Willow uses some mind control to convince the officer that they're with Interpol and investigating a criminal. As Willow and Giles leave, some other cops present the officer with information on a fugitive on the loose in Sunnydale. At the hospital, Buffy relays information to Xander from the doctor's about his recovery and his expected return home that night, while Willow sits with him. Buffy takes the folder from the police and leaves to continue with Slayer work, despite the fact that Willow and Xander were somewhat expecting Buffy to stay.
Xander jokes with Willow about his injury and the "pirate" resemblance, but Willow's sense of humor doesn't last and she starts to cry. While Andrew draws pictures on a large sketch pad, Anya lectures the Potentials about killing the Ubervamps and how difficult that will be for them, but the girls have their minds focused on the danger posed by Caleb. Kennedy and Amanda sneak up to the kitchen and talk with Faith about the lack of progress they're making with Caleb. Buffy returns home with the police reports and divides it amongst Faith, Dawn and the other girls for research. Dawn prods Buffy for information about Xander's condition, but Buffy has a hard time thinking about it, let alone talking about it. Kennedy mentions how Caleb was able to easily overpower Buffy, which lays a ton of guilt on Buffy, even though Kennedy didn't intend for it to. Buffy takes the reminder badly and heads out to the school to pick up the rest of her belongings, sending the Potentials downstairs to be with the others and instructing Faith to lead the research effort.
The school has pretty much been emptied and Buffy makes her way into Robin's office. As she looks at a picture frame left behind, Caleb emerges from the shadows and criticizes her tears. He brings up Xander and Buffy threatens to kill him if he goes near her friend again, but Caleb takes her threat as an invitation for more. He assures Buffy that she's got an important role in this future and they start to fight, but Caleb grabs Buffy by the throat and sends her flying through a glass window to land unconscious across the hall. At the house, Dawn relays her research discoveries to Giles about several pictures while Andrew moans about Faith eating the last Hot Pocket. Giles takes a closer look at the pictures of a church and spots Caleb's mark on the wall in one of the pictures. Spike is sent for and given the job of investigating the place in one of the pictures that is suspected of belonging to Caleb. To get Andrew out of the house, Giles sends him along with Spike, despite the protests.
To keep the Potentials busy while they wait for Spike and Buffy to return, Faith takes the girls to the Bronze for some dancing and partying fun. Buffy returns to find the girls gone, but Giles still there. He updates her on the latest and she doesn't take kindly to the fact that Spike was sent to investigate Caleb's potential home. She thinks Spike's the only one she's able to depend on, that the others are untrustworthy and then leaves to retrieve the Potentials and Faith from the Bronze. Caleb returns to the vineyard and reports to the First about his encounter with Buffy and boasts about the success he had in leading Buffy right into another well-planned trap. At the Bronze, Faith takes an alcoholic beverage away from Amanda then returns to the dance floor where a group of police officers find her. Bypassing the questions of Dawn and the Potentials, Faith goes outside with the officers, where the men make it clear they intend to deal with her on their own rather than send her back to jail.
The men attack her with fists and battering sticks, while Faith tries to hold her own against them. One officer guards the door of the Bronze and keeps everyone inside while Faith is beaten up outside. The girls stand up for themselves and disarm the officer, then proceed outside to help Faith fend off the cops. Buffy arrives at the end of the fight and without waiting for an explanation, sends all the Potentials home, then turns to yell at Faith. Buffy argues with Faith about the decision to let the girls go to the Bronze, drink and fight and the possible harm that could have come to the girls. Faith turns the table on Buffy by reminding her that Buffy led them into a dangerous situation and they didn't all come out fine, which gets Faith punched. Meanwhile, Andrew rides on the back of Spike's motorcycle while they talk about the greatness of onion blossoms, a conversation Spike wants no one else to know ever happened.
Faith sits on the porch and smokes as Robin arrives for the Scooby Gang meeting. They talk about Faith's newly acquired bruises and the issues they both have. Spike leads the way into the church with Andrew and they're attacked by a man bearing Caleb's burn mark on his face. Back at the house, Xander is guided inside and welcomed by his friends and the Potentials. Buffy talks to the whole group about what she's found out and announces that they need to go back to the cellar at the vineyard. Spike interrogates the man, a preacher, and Spike persuades him to help them. The preacher shows Spike and Andrew about a secret room inside the church with words on the wall, words that angered Caleb once he read them. Spike reads the words as they reference something that is only for "her" to hold.
Buffy continues to argue her point and the reasoning that Caleb is protecting something crucial at the vineyard, but no one agrees with her. Faith and Giles express their logical opposition and the potentials jump in with attacks of Buffy's decisions. Willow questions Buffy's judgment and Anya informs Buffy how her "Slayer" powers don't earn her the right to be the sole leader, it just makes her more fortunate than the rest of them in battle. Buffy stresses that she's the one in charge who has to make the decisions regardless of their opinions on the situation. Everyone else disagrees and the idea is raised that Faith is a Slayer too and maybe they should vote on who the leader is. Faith rejects the idea of taking over command, but questions whether Buffy could actually handle someone else taking the lead. Even Xander expresses his displeasure with Buffy's point of view. Buffy refuses to go along with the others and so Dawn stands up and regretfully asks Buffy to leave since she's unable to accept the overwhelming vote of everyone else. Emotionally wounded by the rejection, Buffy leaves in tears. Faith follows Buffy outside and tries to let Buffy know this wasn't her idea. Buffy simply lets Faith know that it's her responsibility now and asks Faith to take care of them all.
