Buffy and Dawn fight off vengeful spirits in the newly rebuilt Sunnydale High. Meanwhile, Spike struggles with his sanity, and Giles rehabilitates Willow in England.

The gang deals with a giant underground worm, the result of a wish Anya granted. Buffy finds out that Spike has a soul. In England, Willow prepares to return home.

Buffy, Xander and Dawn are unable to find Willow, who has inadvertently made herself invisible to her friends, and vice versa. Willow's return to Sunnydale is marred further by a demon, Gnarl, who relishes the skin of his victims.

Novice counsellor Buffy begins trying to help the students at Sunnydale High, including Cassie Newton, a girl who predicts her own death. Unfortunately, a Slayer is no match for fate.

After Anya grants a particularly gruesome wish, Buffy feels that she must kill Anya. Xander tries to stop her, but the problem is solved when Anya requests to take it back and leave the vengeance demon fold.

Dawn and Buffy (and then Willow and Anya) fall for the school quarterback, whose jacket is enchanted. Meanwhile, Xander and Spike become reluctant roommates.

Buffy chats with a former classmate and current vampire, Dawn is visited by Joyce, and Willow is visited by an imposter pretending to have a message from Tara. Meanwhile, Jonathan and Andrew return from Mexico.

As Dawn and Willow recover from their chaotic night at the Summers house, Buffy probes a series of grisly murders that may be the work of Spike.

Spike is held captive in the Summers home while the Scoobies ponder their options in the aftermath of his murder spree; a squeamish Andrew tries to master killing but ends up another Summers house captive.

Giles arrives with three apprentice Slayers, the Scoobies research the origins of the First to find a way to rescue Spike, and Buffy fights the Ubervamp.

Buffy stages a showdown with the Ubervamp with the Slayers-in-training as her audience, then rescues Spike. Giles and Anya seek advice from Beljoxa's Eye.

Buffy and Spike establish a boot camp to prepare the potential slayers for combat with the First, while a spell from Willow reveals another potential living in Sunnydale.

Courtesy of a bitter Amy, Willow turns into Warren after kissing Kennedy; Buffy contacts the government to get help with Spike's misfiring chip.

Buffy accepts a dinner invitation from Principal Wood, who reveals that he's a former Slayer's son; Anya is jealous when Xander has a date (who, as usual, turns out to be a demon).

The Scoobies are rocked by a suicide within their ranks. After lambasting everyone, Buffy jumps through a portal on a quest for knowledge.

Andrew films the Scoobies for a documentary on Buffy, while Sunnydale High is rocked by a sudden outbreak of student violence. Xander and Anya reconsider their relationship.

When the Scoobies fail to nullify the First's hold on Spike, Principal Wood and Giles team up to kill him. Meanwhile, Spike relives the day he became a vampire.

Faith returns to Sunnydale just in time to meet the First's evil agent, Caleb. Buffy leads the troops into a battle with Caleb, which ends with two dead Potentials and a seriously wounded Xander.

Buffy takes another beating from Caleb, the tries to lead the troops back to the wine cellar. Instead, she gets kicked out of her house as the gang decides Faith would make a better leader.

A depressed Buffy gets comfort from Spike. Meanwhile, the Scoobies capture and interrogate Bringer, and Faith leads an attack on the Bringers' arsenal.

Faith and some of the Potentials are injured by a bomb. Buffy retrieves a mystic scythe and uses it against Caleb; Angel turns up to give her a hand.

Buffy comes up with a plan: The gang makes an attack on the First's army, aided by Willow, who performs a powerful spell to imbue all of the Potentials with Slayer powers. Meanwhile, wearing the amulet that Angel brought, Spike becomes the decisive factor in the victory, and Sunnydale is eradicated. Buffy and the gang look back on what's left of Sunnydale, deciding what to do next...