After last night's attack, everyone is busy researching the First, and coming up empty while Xander mumbles on about how he keeps having to replace the windows in the Summers' house. Willow isn't sure that they're looking for the right thing but Buffy tells her that she can just feel what it is. Meanwhile, Andrew is still asleep, tied up in his chair. Dawn tries to rouse by giving him a good smacking but it does nothing. Buffy is frustrated but continues to research, she asks for a book when suddenly her mother appears before her urging her to get some sleep. Buffy argues against her, trying to convince herself that it's just the First Evil playing tricks with her. Suddenly Xander wakes Buffy up from her day dreaming, leaving her to wonder what she really saw. Meanwhile in a cavern somewhere, the First Evil transforms into Drusilla's form and chatters on to a weakened Spike while the hideous beast that had risen from the symbol continues to beat Spike mercilessly.
The next day, Andrew still hasn't woken up despite Anya and Dawn's best attempts. Buffy walks in and suddenly Andrew wakes up. Buffy threatens to feed him to the First Evil unless he agrees to take them to the symbol of Danzalthar. Easily intimidated, Andrew takes them down to the school basement where all of them are surprised to see the immense size of the symbol. They quickly cover it up with dirt and head out when they're surprised by the principal who is also carrying a shovel. They both offer their excuses for being in the basement with shovels and Buffy assures him that she'll be in school tomorrow. Back at home, Willow sets up for a locator spell while Dawn continues research on the First. Xander encourages Buffy to sleep, who hasn't has any shut eye in 2 days. Willow's spell suddenly goes awry and power circulates and inhabits her. Her eyes blacken and she throws everyone off their feet while telling them all that they'll just make it stronger. Xander grabs the bowl of herbs and smashes it against the wall, breaking the spell. Buffy rushes to Willow who is shaking, telling them she can feel it inside herself. Buffy is about to go out and search for the First when she opens the door and finds Giles at the door. She's surprised to see him, but even more surprised when three young girls march in. Giles begins to fill the group in about how these are the remaining potential Slayers (named Kennedy, Molly and Annabelle) and all the others have been killed, as well as their Watchers. Buffy realizes that with all the potentials gone, and if she and Faith die, it'd be the end of the Slayer line. Giles then mentions that the Council has been obliterated, as well as most of their records. He managed to steal a couple of volumes and files regarding the First. He continues on, saying that the first can only take the form of someone who has passed away and it cannot fight on it's own, but rather manipulate those it takes on. This thing predates any written history and he has no idea how to defeat something like this.
Meanwhile, in Drusilla's form, the First Evil tells Spike that she's not nearly done with him while her super vampire continues to wail on him. In town, Buffy and Giles are heading towards the area where Buffy first saw the First Evil years ago. She mentions that she misses him, and he shares the sentiment. At the Summers' residence, Willow is trying to set up the sleeping arrangements but Kennedy takes over that job while the other Slayers in training plus Dawn munch away on cookies. Giles and Buffy find themselves at the old Christmas tree lot where Buffy stumbles through a boarded up hole in the ground. Buffy decides to check out the cave while Giles stays up top. She finds nothing of interest until she's suddenly attacked by the First's super vampire. They begin to brutal wail on each other, the vampire displaying an immense amount of power. Buffy manages to stake it but it just pulls the stake out from it's heart and continues beating on her. He continually smashes her into rock and stone. Realizing that she can't win this alone, Buffy tries to climb up out of the cave, it tries to follow her but is stopped when the sun suddenly rises. She returns home and finds the three Slayers in training up and eating in her kitchen. Giles then informs them that what Buffy fought was a vampire it's just another race of vampires called atulakun, he just believed it had been completely extinct up until today. They're lethal killing machines that even regular vampires fear.
Shirking sleep, Buffy heads to school in her position of counselor where she tries to search for the First Evil on the internet. Principal Wood catches her and she pretends she's searching for evil movies. He tells her that once she's seen true evil it has serious effects on people and he's personally not a fan of evil movies, he tends to prefer mysteries, where everything unravels at the very end. Back in the caverns, the First Evil tries unsuccessfully to re-enact Drusilla's craziness but Spike sees right through her. She tries to convince him to switch sides and join the dark one but he tells her to get bent even while the atulakun continues to beat him. In the bathroom at school, Buffy looks at her battered body parts when her mother suddenly appears again. Joyce insists that Buffy can't control everything and that her friends are putting far too much pressure on her. Buffy suddenly walks up to find herself dozing off while she was supposed to be talking to a student.
At the Summers' residence, Xander is boarding up the windows trying to assure the Slayers in training that they're going to be fine. Willow then apologizes to Buffy for causing those problems before. The three slayers in training are then loaded up with weapons in preparation for the night. Buffy and Giles talk quietly when suddenly one of the Slayers in training tells them that Annabelle ran off. Annabelle is running in some industrial area when she runs straight into the atulakun. Buffy finds Annabelle's dead body in the same area moments later. The atulakun suddenly attacks her, brutally, throwing her into a huge metal dumpster repeatedly. He grabs her by the neck but she spits blood in his face, giving herself a chance to run off. Limping and in obvious pain, she tries to get away as the atulakun continues to track her. She tries fighting him off with a metal pipe but he continually bests all her moves, sending her flying through the air time after time. She manages to kick a huge stack of metal poles onto him, but he rises from it immediately, apparently unhurt. Terrified, Buffy tries to run but he throws her through a brick wall. Moments later, Xander, Willow and Giles find Buffy underneath the rubble, battered, bruised, unmoving and covered in blood. Drusilla's poser still tries to get Spike to join the dark side but he refuses, on the grounds that Buffy believes in him.
Back at home, Giles and the others discuss their problems while Buffy sits in the other room, listening to them. Giles is worried that there's internal bleeding with Buffy and if she can't fight, they're back at square one and he doesn't know how to fight it. Buffy joins them suddenly, tearfully telling them that they don't know how to fight it, that it's always been there and they're dealing with the reason that evil exists. She says that the mouth of hell is going to swallow her whole, and choke on her. She insists that the evil isn't ready for them and she's done waiting and they're going to seek out their worst fears. And she'll kill the First Evil herself.
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Xander: "It's a loop, like the mummy hand. I'm doomed to replace these windows for all eternity. You know, maybe we should just board these up until things are less hellmouthy."
Anya: "That was something."
Dawn: "Maybe if you threw hot water on him...?"
Anya: "Good thinking."
Dawn: "There's blood on this. Lots. Looks like the first made another sacrifice. Or a music video."
Giles: "Sorry to barge in. We have a slight apocalypse."
Buffy: " That's what it wants."
Giles: "Yes, to erase all the slayers in training and their watchers along with their methods."
Buffy: "And then Faith, and then me. And with all the potentials gone and no way of making another, it's the end. No more slayer, ever."
Anya: "And you blew the Council up! See, this is what happens when you're all stuffy and repressed. You overreact."
Giles: "Not... I didn't. It must have been an agent of the First, after my little burglary session. The knowledge contained in these files had to be protected. There wasn't time for bureaucracy or debate, but the Council knows no other way."
Andrew: "And it cost them their lives! ... Go on."
Buffy: "Can we gag him?"
Buffy: "Giles, this is bad, isn't it? A new kind of bad."
Giles: "Just in time for Christmas."
Buffy: "You know, I didn't even realize it was December. Maybe when we get home, we should decorate the rubble."
Willow: "You wanna do the sleeping arrangements?"
Kennedy: "Okay. You, uh, better not hog the covers."
Giles: "It was a Turok-Han. As Neanderthals are to human beings, the Turok-Han are to vampires. Primordial, ferociously powerful killing machines, as single-minded as animals. They are the vampires that vampires fear. An ancient and entirely different race and, until this morning, I thought they were a myth."
Spike: "Dru, love..."
Drusilla: "Hmm...?"
Spike: "Get bent."
Drusilla: "Stupid, stubborn daddy."
Drusilla: "And what makes you think you have a choice? What makes you think you will ever be any good at all in this world?"
Spike: "She does. Because she believes in me."
Buffy: "We don't know how to fight it. We don't know when it'll come. Can't run, can't hide... can't pretend it's not the end 'cause it is. Something has always been there to try and destroy the world. We've beaten them back,... but we're not dealing with them anymore. We're dealing with the reason they exist. Evil. The strongest. The First."
Giles: "Buffy, I, I know you're tired."
Buffy: "I'm beyond tired. I'm beyond scared. I'm standing on the mouth of hell, and it is gonna swallow me whole. And it'll choke on me. We're not ready? They're not ready. They think we're gonna wait for the end to come, like we always do. I'm done waiting. They want apocalypse? Oh, we'll give 'em one. Anyone else who wants to run, do it now...'Cause we just became an army. We just declared war. From now on, we won't just face our worst fears, we will seek them out. We will find them, and cut out their hearts one by one, until The First shows itself for what it really is... and I'll kill it myself. There is only one thing on this earth more powerful than evil- and that's us. Any questions?"
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