One dark night Buffy walks around her house quietly, picking up random things left out by the potential Slayers and putting them away. She finds Chloe sitting a corner, curled up and crying to herself, when Buffy is suddenly roughly pushed down the stairs and comes face to face with the Primal Slayer who tells her that it isn't enough. Shocked awake, Buffy realizes it was all a dream.
The next night, Anya and Spike are headed out to a bar for a drink. Anya complains the whole way about why she ever chose to become human again. She also makes awkward comments about getting it on with Spike but he's had enough of her annoying banter and is overly thankful when a demon attacks them. It came in the name of D'Hoffryn who wants Anya dead. Spike knocks him out and then runs off quickly with Anya. In school, Buffy and Robin comment on how the increase in school violence has shot up rapidly. Robin then pulls out an emergency bag that his mother used to own. It was originally supposed to be handed down to Buffy through the years, but after Robin's mother died, he couldn't part with it. Buffy then takes him to her home, showing him where command central is. She introduces him to Andrew and then takes him into the backyard where Kennedy is currently training the twenty or so potential Slayers punching and blocking patterns. Robin is pretty impressed with the recruits, but Buffy's worried that it's not going to be enough and some of them are going to die. Robin meets Willow, surprised that she was the one who almost ended the world. Buffy then takes Robin downstairs to meet Spike, at his request. Spike and Anya are busy arguing in the basement when they're interrupted. Spike and Wood end up in a high tension barely controlled argument, throwing verbal jabs at each other quietly. Dawn then informs Buffy about what she found in the Slayer emergency kit, mostly trinkets, a big book in Sumerian and a box that she can't seem to open. Buffy then goes into the bathroom, only to find Chloe hanging from the ceiling, dead. A whole pile of the potentials gather around while the First takes on Chloe's form and taunts them all. The First tells them they're going to die, just like Buffy suspected. Buffy is then left to the task of burying Chloe's body, and when she comes back she is not happy. When no one offers any words about Chloe, Buffy rips in, telling them that Chloe was an idiot, stupid and weak. She's absolutely livid that the First is making her use her strength and power to bury their dead bodies. She tells them that she's been carrying them all too far, too long and they're now going to do what she says when she says it. Spike then tries to leave because this doesn't apply to him, she then rips into him, telling him to take a cellphone so that she can call him if she needs someone to get weepy or wailed on. Buffy then tells him that what she wants isn't his soul, what she wants is the dangerous Spike that tried to kill her when she met him.
Later on, Buffy has the core group gathered in the living room and they open the unopened box from the emergency Slayer kit. Dawn does some translating from the book, and says that the shadowcasters inside the box tell a story, one that they have to see, not only watch. They set it up in the dark and begin to place the shadowcasters on the revolving wheel. It explains that first there was the earth, followed by the demons, and then the people who then found a girl and chained her to earth. The wheel starts to spin of its own accord while otherworldly wails can be heard as well as drums and horrific noises. Suddenly a portal opens up in the living room, to which Buffy jumps into without thinking about the consequences. As soon as she's jumped through, a massive demon appears, in exchange for Buffy passing through the portal. They try to fight it off but it's of no use and it runs off and out of the house. Willow has to figure out how to bring Buffy back, even though Anya doesn't seem to willing to do that but she does offer some knowledge on how to possibly bring her back. Spike then says he'll go get the demon, so that they can use it in exchange for bringing back Buffy.
Meanwhile Buffy finds herself in the desert. She approaches three black men of African descent and they explain that they have been here since the beginning of time. They know she is the Hellmouth's last guardian. One of them abruptly hits Buffy over the head, knocking her out. Meanwhile, Willow sets up a circle, trying to open a portal when she suddenly grabs power from Kennedy and Dawn as her eyes turn black and she lets out a vicious scream. Buffy awakes to find herself chained to the ground in a cave. The three shadowmen then show her the source of her power; that the Slayer was derived from the power of a demon. Shocked, Buffy can't believe that her spirit and heart were once apart of a beast. A black mist escapes a small black box to which they tell her will get her more power, so long as she accepts it. The black mist attacks Buffy and runs into her through her eyes, ears and mouth. But she expels it by denying the power, she doesn't want to become less human in order to gain that power.
Back in Sunnydale, a changed Spike heads back to the school and gets his old leather jacket. He locates the demon and begins wailing on it, enjoying the thrill of the fight a whole lot more than he has been lately. He manages to kill the demon, and then lights up a cigarette. Willow continues with her spell and grabs even more energy from Kennedy and this time from Anya and manages to get the portal open, her hair turning black in the process until Xander yanks her out of the protective circle. Back in the other dimension, Buffy becomes livid with the three shadowmen, that they would violate the original Slayer like that and she attacks them. She then asks them to show her something she doesn't know, to which one shadowman agrees. Back in Sunnydale, Spike throws the demon into the portal and Buffy reappears back in her living room.
Later on upstairs, Willow and Kennedy share an awkward moment. Kennedy wasn't expecting Willow to be so vicious with her magic and she's just exhausted now. Willow then finds Buffy in her room, and Buffy tells her how she denied the power and what she was shown: thousands upon thousands of Turok-hans laying in wait beneath Sunnydale.
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Spike: "Would you let it go? You're like a dog with a bone."
Anya: "So what?"
Spike: "It's my bone! Just drop it."
Buffy: "The hellmouth has begun its semi-annual percolation. Usually, it blows around May."
Willow: "Oh, hi. Hey. Well, Buffy, I—I see that our preparation for the school-pep-dance-cheer-drill contest are coming along... Bring it on!"
Buffy: "It's okay, I filled him in on everything."
Willow: "Oh, thank God! If I had to explain all these weapons, I had nothing."
Dawn: "So, I took a look inside that emergency bag of Principal Wood's."
Buffy: "And?"
Dawn: "Smelled weird. Kinda like grandma's closet, but worse."
Buffy: "I didn’t know that was possible."
Buffy: "Anyone want to say a few words about Chloe? ... Let me... Chloe was an idiot. Chloe was stupid. She was weak. And anyone in a rush to be the next dead body I bury, it's easy. Just...think of Chloe, and do what she did. And I'll find room for you next to her and Annabelle. I'm the slayer. The one with the power. And the First has me using that power to dig our graves. I've been carrying you -all of you- too far, too long. Ride's over."
Xander: "Let's not try to forget, we're also your friends."
Anya: "I'm not."
Buffy: "Then why are you here? Aside from getting rescued, what is it that you do?"
Anya: "I provide much-needed... sarcasm."
Xander: "Uhm, that would kinda be my job, actually."
Schattenmann: "You are the Hellmouth’s last guardian."
Buffy: " Latest. You mean latest guardian."
Schattenmann: "No."
Robin: "Nice coat. Where'd you get it?"
Spike: "New York."
Willow: "Look, it's important that you know what I am, what I'm like when I'm like that."
Kennedy: "I thought it would be... I don't know... cool somehow. It just hurt."
Willow: "I'm really sorry. It's just, you were the most powerful person nearby, and... well, that's—that's how it works. That's how I work."
Kennedy: "I got that. You told me... I'll see you in the morning."
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