Summary: People are fleeing Sunnydale en masse, because after years of living above the Hellmouth, they’ve finally realized that it’s not a safe place to be. Buffy runs into Clem and jokes that it’s like people have never seen an apocalypse before. He’s one of the fleers, since the badness in town seems different from previous badnesses. He’s not sure anyone can stop it. Uh, not that Buffy can’t! She’s awesome! If she saves the world, Clem will come back and they’ll get drinks. Wait, when! When she saves the world. Because she definitely will. Or maybe she should flee, too.
Posing as Interpol agents, Giles and Willow use magic to get some information out of a cop. A guy being hauled in rants about that whole “from beneath you, it devours” thing. After Giles and Willow leave, the cop they were talking to learns that there’s a fugitive in town.
Xander is still in the hospital after losing his eye, and though Buffy and Willow are uneasy, he’s his typical, jokey Xander self. He says he’s waiting for all his other senses to improve by 50 percent. Willow had hoped for a hangout with her best friends, but Buffy wants to get home to update everyone else. Willow stays back with Xander, who says he should get a parrot. He could start wearing his pirate Halloween costume, too. Willow cracks jokes along with him, but she’s just hiding how upset she is. Xander clearly is, too, and he asks her not to cry in front of him.
In the Summerses’ basement, Anya tells the potentials what the Scoobies have learned about the Turok-Hans. For starters, they can be staked like regular vampires, though it takes some extra strength. Andrew makes some drawings to illustrate. Rona thinks Caleb is the being they should really be afraid of. Anya says they’re getting intel on him, but Amanda doesn’t think it’ll make a difference.
Anya acknowledges that all the girls are upset. She’d rather be with Xander right now, but she needs to give him space, especially after their long relationship post-mortem talk and breakup sex on the very cot a few girls are sitting on. (They quickly move.) She’s finding other ways to contribute instead, and the potentials can do the same. They need to know the information Anya’s giving them. They can’t stop just because there’s another threat.
Kennedy sneaks out and goes upstairs to hang out with Faith. Amanda comes up next, wondering if they’re going to be quizzed about Anya and Xander’s sex life. Faith says that whenever Anya goes on about being with Xander, Faith reminds her that she was with him first. Kennedy doesn’t get the point of any of this stuff. What good is knowing about demons and pressure points or whatever when Caleb’s still out there? Everyone’s feeling like all of this is pointless. They don’t know where to start to take down Caleb.
Buffy gets home and shares with Faith, Dawn, Kennedy, and Amanda what Giles and Willow got from the police about Caleb. She wants to use it to find out where he was before he came to Sunnydale. He has a history of violence connected to religious institutions, and Buffy figures that he’s been in this “game” for a while. Dawn asks her about Xander, but Buffy’s completely focused on Caleb. Faith sends Dawn away to have her feelings somewhere else.
Kennedy grumbles a complaint about Buffy, which inspires Buffy to go somewhere else, too. She leaves Faith in charge of overseeing the Caleb investigation and goes to the school, which has been closed now that everyone’s leaving town. She sits at her desk and looks at a picture of herself, Willow, and Xander from back in high school. Suddenly Caleb is in front of her, mocking her for getting emotional because things aren’t going the way she wanted.
Buffy tells him to leave, but it’s a public place and he’s not about to listen to a woman, so he’s not going anywhere. He catches her going for a weapon and reminds her that fighting back didn’t help last time. He asks after Xander, who he claims to be praying for, though he’d also love the chance to gouge out his other eye. Buffy threatens to kill Caleb if he goes anywhere near Xander again. Yeah, I don’t think he’s scared of you, Buff. He upends her desk and tells her to mind her manners.
He gets that she’s scared and frustrated. He likes that in a girl. She should relax – in the future, people will look back on this time and see “the glory.” Buffy’s part of some huge changes and shouldn’t want to get in their way. “I guess I’m just ornery,” Buffy says before starting to fight him. Caleb pulls her up by her neck and says he’s going to enjoy “taming” her. He throws her through a window, knocking her out, and tells her he’ll see her soon before leaving.
Back at the house, Dawn tells Giles about an abandoned mission Caleb’s connected to. Andrew complains about people eating his food, like, read the room, nerd. No one cares. Using a magnifying glass, Giles spots a symbol on a wall in a photo from the mission. He assigns Spike to check out the mission, and, tired of Andrew, tells him to tag along. Faith and Dawn agree that the potentials need something to do so they’re not just sitting around, waiting for their possible deaths. Faith decides they need a field trip to the Bronze, where a band is playing.
That means the house is empty when Buffy gets home. She tells Giles about her run-in with Caleb and asks about the police files. He informs her that he sent Spike to check out the mission – and no, he isn’t plotting to have him killed. Giles had to make a decision because Buffy wasn’t there. She complains that he sent away the only person who’s been watching her back. He assures her that they’ve all been looking out for her. She doesn’t feel like they have. She’s not happy that Faith took all the girls out for a night on the town.
At the vineyard, Caleb tells the First Evil (in Buffy’s form) that he’s put their plan in motion. He thinks it’ll just take one little nudge to get Buffy to walk the potentials into their trap. At the Bronze, Amanda gushes over Faith, who’s so much cooler than Buffy. Despite letting the girls party and let off some steam, Faith still stays responsible, making sure that the underaged Amanda doesn’t drink alcohol.
Police arrive to get their fugitive – Faith. The girls try to keep them from taking her, but Faith says she can handle things. The cops drag her outside, where she says she’s not going back to jail. That’s not what they had in mind for her, though. They point guns at her, but, well, she’s a Slayer, so she just fights them all off.
Another cop keeps the girls inside. Dawn knows he won’t hurt them, so she goes to use the phone. The cop shoots up at the ceiling and tells the girls to just wait while the other officers handle Faith. Rona realizes that the police are being influenced by the Hellmouth. Kennedy and Amanda both stand up to the cop guarding them, and Kennedy wrestles his gun from him. Dawn jumps on his back, which is kind of awesome. Some of the other girls run outside and help Faith fight the other cops.
Buffy arrives just then, only seeing Faith and a bunch of girls beating up cops. She sends everyone but Faith home. Faith says the girls just needed a break. Buffy blasts her for letting them drink and getting them into a brawl with police. Someone could have gotten hurt. Faith thinks this is a no-harm-no-foul situation, but Buffy says she needs to know that the potentials are safe when she’s not with them.
Faith urges her to ease up on them and let them mess up sometimes. That’s how they’ll learn. Buffy says that it’s one thing to learn from your mistakes, but Faith doesn’t know how to look after children. Faith protests that the potentials aren’t children. Plus, it’s not like Buffy’s done a great job of protecting them – look what happened at the vineyard. Buffy punches her and walks away.
On the way to the mission on Spike’s motorcycle, Spike and Andrew discover that they have something in common: They both love deep-fried onion blossoms. “Tell anyone we had this conversation, I’ll bite you,” Spike threatens. Wood shows up at the Summerses’ house, where Faith is smoking outside alone. She vents to him about Buffy, patting herself on the back for not retaliating when Buffy hit her. Wood thinks she’s worried about Buffy. He’s heard about Faith, but she doesn’t think he knows all the details of the Slayers’ history, if he thinks Faith would worry about Buffy. Just as they’re starting to flirt, Faith sees that Xander has arrived.
Spike and Andrew reach the mission and immediately get attacked by a monk with the same symbol on his cheek as the one Giles saw on the wall. Xander is greeted by a really weak welcome-home party that Buffy quickly hijacks for a strategy talk. She announces that they need to go back to the vineyard.
Spike interrogates the monk, who says that there’s no way to fight or stop Caleb. The smart thing to do is run. Caleb came to the mission one night, and the monks, being kind, let him in. He showed them a secret room they didn’t know about and talked excitedly about destiny and an ancient inscription. When he read it, he turned evil. He burned his mark on the monk, who hid while Caleb killed the other monks. He clearly feels guilty for fleeing, but Andrew notes that running away saved him (something Andrew himself has done). Spike reads the inscription: “It is not for thee. It is for her alone to wield.”
Buffy tells the Scoobies and potentials that she encountered Caleb and figured something out. He hasn’t been guarding the Hellmouth or the Seal of Danthazar, so they must not be important. Caleb is at the vineyard instead, which means it’s significant. Buffy wants them to go in and take it from him. Faith thinks that’s a horrible idea. When Buffy protests, Wood tells her that Faith isn’t done talking.
Faith doesn’t want to take this risk. Yeah, the girls are there to fight, but Buffy needs to give them something to fight. “Windmills,” Giles says, thinking of Don Quixote and the imaginary monsters he was always imagining. Buffy insists that there’s something at the vineyard, but Giles says they can’t be sure. Wood agrees with him that it’s too much to ask the potentials to run into battle when they don’t know what they’re battling.
Buffy doesn’t get why, after seven years of following her and letting her make the tough decisions, everyone is now uncertain about her leadership. She feels like they don’t trust her. Giles reminds her that she said earlier that she can’t trust them. Maybe they should talk about that. Buffy asks if he sent Spike away so he could ambush her. Rona says she’s sick of Buffy’s “deal with this Spike guy.” This is about Buffy and her recklessness. She’s so obsessed with taking down Caleb, she’s jumping in without a plan.
Kennedy agrees, reminding Buffy that people are dying. When Willow starts to jump in, Kennedy snaps at her, asking why she’s always standing up for Buffy. This time, Willow isn’t. She’s worried about Buffy’s judgment. Buffy looks at Faith, who doesn’t meet her eyes. Buffy says that she’d love for this to be a democracy, but democracies don’t win wars. There needs to be one voice giving orders. Sometimes the person giving those orders needs to be reckless and not take people’s feelings into account. The Scoobies and potentials need a leader.
Anya says that of course that person is automatically Buffy – she thinks she’s better than everyone else. They haven’t seen any proof of that, though. Yeah, Buffy’s the Chosen One, but she didn’t earn that role. She doesn’t deserve it more than anyone else. It doesn’t make her better than the others, just luckier. Buffy notes that it’s gotten them this far. “But not without a price,” Xander speaks up. He’s trying to see her point, but it must be in the field of vision he lost when he had his eye gouged out.
Buffy scrambles to smooth things over, saying she’ll take people’s suggestions under consideration, but they need to follow her plan. They need to be together or they’ll fail again. Giles points out that they’re obviously not together on this. Buffy says they need to fall in line. She’s still in charge. Rona asks why that is. After all, they have another Slayer they could follow. Faith doesn’t want that responsibility, though. She agrees that Buffy needs to take a step back and calm down, but she shouldn’t step down as leader.
Kennedy proposes a vote about who gets to be in charge. Buffy knows she’ll lose, since Faith has been palling around with the potentials and they’ll vote based on popularity. Faith points out that she hasn’t bothered to get to know the girls. Buffy rants that Faith is swooping in to take everything from her again. Did she tell the potentials about that? Or how she used to kill people for fun? Faith says she didn’t come to take anything, but she’s also not going to just do whatever Buffy says. She came back to fight evil. She doesn’t know if she can lead, but that’s not the issue. The question is, can Buffy follow?
Wood thinks a vote is a good idea. Buffy realizes that she has no allies here, even her oldest friends. She’s worried that they’ll throw everything away. She doesn’t want to stay and watch Faith lead them into what will inevitably be a disaster. “Then you can’t stay here,” Dawn says quietly. Buffy was right – they need to be together on this. If she’s not on board with everyone else, she has to leave.
Buffy takes a look around at everyone who’s turned against her, then storms out. Rona makes a snarky remark and Dawn furiously tells her to shut up. Faith follows Buffy outside to repeat that she didn’t mean for this to happen. Buffy tells her not to be afraid to lead the potentials. Their lives are in Faith’s hands now, whether or not she wanted that. Things are only going to get harder, and Faith needs to protect the girls. Faith goes back inside and Buffy leaves, with no allies, no backup, and no idea of what will happen next.
Thoughts: The band playing at the Bronze is Nerf Herder, who perform the show’s theme song.
How does Andrew not get punched in the face every 20 minutes? I don’t know how anyone in the house puts up with him.
Shouldn’t Wood be with the Scoobies full-time now? What is he doing anyway? He has no principal duties. Shouldn’t he be hanging out with his allies, in on everything they’re learning and planning?
Spike kept the football helmet he made Dawn wear when he first got his motorcycle, and Andrew wears it on the way to the mission.
'90s Flashback 
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