Buffy walks through the living room littered with sleeping potential slayers and also checks upstairs on the rest of the girls sleeping in the various bedrooms. She spots Chloe crying in a corner of the hallway before she's tackled down the stairs by the First Slayer and then wakes up from her dream. Anya rants to Spike about being human and the overcrowded house as they walk to a bar to get drunk. Anya's sexual comments finally get to Spike and he asks her to stop cause it's not going to happen. A demonic minion of D'Hoffryn attacks and Spike knocks it down, then decides to be safe and run away with Anya.
At the school, Principal Wood and Buffy talk to a couple of students caught fighting and once the boys are gone, they talk about the increasing violence and strange occurrences around the Hellmouth. He and gives Buffy a "Slayer Emergency" bag that belonged to his mother. He hopes it will help her deal with the First and asks her to call him Robin. At his request, Buffy brings Robin to her house, introduces him to Andrew, then takes Robin outside to see the Potentials. Outside, Kennedy is roughly guiding the other Potentials through some fight training, but she has a bit too much fun with the job and yelling at the other girls. Buffy and Robin talk about their preparation efforts when Willow comes outside with an armful of weapons.
Buffy brings Robin downstairs to meet Spike, who's arguing with Anya over his efforts to save her life the night before. Knowing what Spike did to his mother, Robin questions Spike's good intentions and Spike gets a bit upset when he finds Buffy has told Robin about his soul. While Buffy gets sleeping bags set up on the floor, Dawn updates her on the progress with studying the contents of Robin's mother's Slayer bag and then jokes about not doing her real homework. The girls proceed into another bedroom to prepare more bags but stop when they find Chloe hanging from a sheet around her neck, dead. More potentials pile into the hallway and see the sight as the First in Chloe's body appears and teases them about the death. It uses Buffy's own words--and her voice--against her to make the point that it's going to win and they're going to lose.
Outside in the woods, Buffy works alone and covers the self-dug grave in which Chloe is buried. Back at the house, Buffy verbally rips into the entire gang and tells the girls that if they want to be killed, to just act as stupidly as Chloe did. Kennedy and Xander stand up to Buffy and her attitude but both are quickly shot down. When Anya speaks up, Buffy questions what it is that Anya actually does besides receive freely provided protection. Spike starts to leave and Buffy takes the opportunity to tell him how weak he is because he's been holding back so much. Later, the core gang plus Kennedy and Robin gather as they open the Slayer Emergency kit. Inside are various weapons, tools, a book written in Sumerian, and a locked box, which Buffy quickly breaks open. The box contains shadow casters and a stand for them to be constructed on.
Dawn reads a story from the text while Xander constructs the shadow casters on a spinning stand. Once everything's in place, the puppets spin and the shadows move on the wall as the text turns to English for Dawn to read easily. It's discovered that an exchange must occur and a blue cube appears in the middle of the room. Buffy realizes she has to go in and jumps through the portal despite her friends' protests and the complete lack of knowledge as to where she's going and how to get back. A demon appears in exchange for Buffy and although the gang all try their hands at beating it up, the demon tosses them all aside and leaves the house.
Realizing they have to get Buffy back, the gang begins to brainstorm the magic they must use to return Buffy. Kennedy pushes for Willow to try whatever magic she can to get Buffy back, but Willow informs her the consequences to reckless magic are beyond Kennedy's knowledge. Anya suggests letting Buffy find her own way home since she's so superior to them all. Dawn gets Willow thinking about the spell needed and Anya adds in some useful information about the type of magic they must perform. They realize they need to make another trade for Buffy's return and Spike volunteers to go out and get the demon.
Buffy finds herself transported to a desert where she finds three men Shadow Men who speak Swahili, and she understands it. They inform her that she is the last protector of the Hellmouth and offer her not knowledge, but power, then one knocks her out with a stick. At the Summers house, a sand circle is formed on the floor of the living room and Willow sits inside of it as she begins the spell. At first, it doesn't seem to work, but suddenly, Kennedy and Dawn are thrown back by a flash of light and Willow lets out a violent scream as her eyes turn black. Buffy finds herself chained in a cave with the Shadow Men and they begin a ritual to give Buffy the power she needs. They produce a box, which contains the spirit of a demon that was used to create the very first Slayer. A black cloud emerges, aimed for Buffy. She protests at the idea of being any less human, but she can't stop the black cloud from reaching her, surrounding and filling her body.
Spike digs his old duster out of some boxes in the basement of the school then proceeds determinedly through the school. He passes Principal Wood on the way, who comments on Spike's coat. Willow continues to try the spell, but as the portal doesn't open, Xander starts to worry she's getting in over her head. Determined, Willow reaches back and sucks the life-force out of Anya and Kennedy, gaining the power she needs to open the portal, and briefly, black hair. Meanwhile, Spike battles with the demon and enjoys the reacquired confidence to kill until he finally snaps the demon's neck and enjoys a cigarette. Buffy breaks free of the chains and yells at the Shadow Men for their attempt to give her the power of a demon. She uses the chains to fight with the various men then breaks a battle staff belonging to one of the men, making them all disappear but the leader.
Buffy asks him to tell her something new and as he silently provides her with information, Spike returns to the house and drops the dead demon into the portal. Buffy finds herself back at the house surrounded by the gang as they all recover silently. Willow tries to apologize to Kennedy and explain what happened, but the magical experience was more than Kennedy every expected and she's distant. Willow goes to check on Buffy and they talk about Buffy's "pep talk" attitude and what happened with the Shadow Men. Buffy starts to regret her decision to reject the Shadow Men's power, and tell Willow about what she was shown that made her second-guess the decision. Elsewhere in a large underground location, millions of Ubervamp gather and rally for battle.
