We begin exactly where the last episode ended. Buffy, Willow, Tara and Dawn are in Tara's room. Glory has ripped out the exterior wall so she can get at our heroes. While Dawn was trying to calm her, Tara recognized and revealed Dawn as The Key. In a panic, Buffy grabs Dawn and throws herself backward through the room's wooden door into the dormitory hallway. Willow raises her hand and with a quick chant pushes Glory back with invisible force. Buffy and Dawn run across the campus, desperate to escape. Glory runs right through a wall into a lounge area. She is a blur as she crosses the room and races onto the campus grounds. Dawn falters and Buffy picks Dawn up into her arms. Carrying her sister, Buffy leaps over park benches in a mad dash, but they could never hope to outrun Glory. She heads them off at a street and asks Buffy for any last words. Buffy's "last" word is, "Truck." Unconcerned that she is standing in the street, even Glory is not fast enough to avoid the tanker truck that slams into her head-on. Buffy and Dawn do not hesitate to resume their flight. Glory is knocked through the air and lands on a car roof, crushing it. She is, of course, unharmed, but before she can continue the chase, she begins to shout and protest. Suddenly, Glory transforms into Ben. The entire Scooby Gang is gathered at Xander's apartment. Dawn is bragging about their escape, until Buffy tells them that it was sheer luck. She still doesn't know why Glory didn't continue to pursue them, but she stands at the window with a nervous, watchful eye. Giles tries to be upbeat, but Buffy will have none of it. Buffy is convinced that Glory is unstoppable. Everyone is surprised almost to the point of shock when Buffy's only plan is to run. She won't listen to any alternatives. She instructs them that from this point on they are on the run and they should try to gather whatever they can in the way of supplies while she finds some transportation. A gnome-like female follower of Glory, named Grodi, is distress over the damage done to Glory's dress as she talks to Ben at Glory's lavish apartment. will suppress GloBen cannot tell her anything about what Glory was up to before the transformation. When he reacts with anger to the mention of Glory's name, the follower tries to remind him that he is forever tied into Glory's existence. Ben explains that he wanted to settle into a life as a doctor, because he feels that they get to see more of humanity in all its forms. He wanted to be a student of human nature and a healer. He wonders if he can find a combination of drugs that try from appearing. He's well aware that if she gets her way, she will become all-powerful and he will be destroyed. Perhaps if he can destroy The Key first, Glory will be stopped. They gang stands nervously on a street corner and waits for Buffy. Anya is very anxious, but Giles tries to be reassuring and Xander looks to "Sgt. Rock" comic books for bravery and inspiration. A large, old, boxy Winnebego, perhaps a Chieftain, pulls up and the door opens. The windows are covered with tin-foil, except for a small rectangle at the driver's window, and Spike sits behind the wheel wearing welder's goggles. Giles and Xander want to throw Spike out, but Buffy is inside and she snaps at them that there will be no debate. She retreats to the back bedroom, shutting the door behind her. Spike turns to drive and they are off and running. Two men sign their friend out of the hospital. The patient, Orlando, is the Knight of Byzantium that Glory brain-sucked. The three men travel to an isolated wood where they met an older man with a wicked facial scar wearing medieval garb, General Gregor. He welcomes his comrades. Orlando is simple-minded, but he manages to convey to the General that The Key is now in the form of a little girl. The General calls to his men and dozens of similarly garbed warriors follow him in his quest to destroy the Slayer and The Key. Giles is taking a turn driving. All, except Buffy, sit around the camper's small kitchen table, trying to figure out where they are running to. Spike complains that Giles is driving too slowly, Giles complains that the cruiser is old and under-powered, while Xander complains that he is getting motion sickness in the traveling kitchen. Spike regrets not stealing a sports car and escaping with just Buffy and Dawn. Xander and Spike do their quarreling thing, until Xander retreats to sit beside Giles. Giles must admit that Spike's power might be needed. Xander worries that Buffy isn't in a good frame of mind and might not be making the best decisions right now. Giles continues his role trying to reassure Xander that everything will work out. Willow has found some spells that create barriers, but the team will have to stop moving before they can be used. In her child-like state, Tara accidentally singes Spike when she innocently peeks through the sun-drenched blinds. Willow quickly apologizes for her and, for once, Spike doesn't lash out. He shrugs off the injury and seems sympathetic towards her. Tara becomes distressed and rants about the approaching darkness. In the Sunnydale hospital, Glory's other victims lie in the Psych ward. Each of them begins to rant about the darkness, in unison with each other, and apparently with Tara. A couple of Glory's minions are doing some divining and predict that victory will soon be within Glory's grasp. The camper travels through desert wastelands, as Dawn invites Buffy to amuse herself watching Anya try to cook in the moving kitchen. Dawn tries to thank Buffy for all that she has done, but Buffy doesn't feel like accepting the praise. She's depressed over their plight and the fact that she was forced to run. Dawn tells Buffy that no one has done as much for her as Buffy has. Buffy almost sounds like a little girl lost as she lists the long series of setbacks she has suffered recently - Glory, Riley, Tara and, of course, their mother. Dawn assures her that things can't get worse. An arrow flies through the window and into the wall near Buffy. She quickly accuses Dawn of jinxing them. About a dozen Knights on horseback pursue them. As they close in, arrows begin to fly in the windows and poke through the aluminum and wood walls. Giles asks about weapons and Spike reminds him that the RV can be a weapon. Willow protests that they shouldn't harm the horses and Buffy agrees, but whispers to Giles to do whatever it takes. Giles tries to zigzag to keep the riders from closing in on the sides. A Knight grabs the ladder on the back of the vehicle and climbs to roof. He stabs his sword into the cabin from above, just missing Xander's head. When he stabs near Spike, the vampire grabs the sharp blade with his bare hands and will not allow the Knight to withdraw his sword. Spike suggests that Buffy do something. Xander gives Buffy a boost through a small skylight and she reaches the roof just as the Knight manages to pull his sword from Spike's hands. Spike's scream of agony can be heard over the horses and the motor. She begins to fight the Knight as, inside, Dawn bandages Spike's badly cut hands. Buffy manages to knock her opponent from the roof, but the others are using grappling hooks to pull themselves up the sides. Anya leaps to the rescue with a frying pan, when one tries to climb into the kitchen window. Buffy is fighting desperately against two more that have reach the roof. She fights off the attackers and they seem to have escaped, but Giles suddenly sees one riding straight at them with a spear. The Knight throws his spear through the driver's window and deep into Giles. Giles looses control of the vehicle. Buffy is thrown from the roof and looks on, in horror, as the huge RV turns too fast and tips over, crashing onto its side. The team is a sad sight as they limp down the road to an abandoned gas station. Buffy and Xander practically carry Giles. Spike smokes some as he tries to hide from the sun under a blanker. Willow continues to tend to Tara. Inside, everyone wants to know what they're next plan is. Buffy is desperate to keep moving after a brief rest, but she has no idea where to go and Giles is so badly wounded that Willow fears she can't help him. Buffy needs a few moments to think, but a flaming arrow through the window means that they Knights have already caught up to them again. Willow tries to form a barrier spell, while Buffy and Spike block the door with an old coffee vending machine. Dozens of Knights surround the building and begin pounding holes in the boarded up windows and even the cement walls. A Knight enters through a back door and Spike attacks him, but then is knocked to the ground by the pain from the chip in his head that prevents him from harming humans. Buffy has to subdue the infiltrator and the General who follows. Willow finishes her spell and the invisible barrier pushes the surrounding Knights back several feet. One of the Knights orders forth the Clerics. They tell him that Willow's wall is very strong, but they are confident that they can bring it down. Inside Willow thinks that she may have bought them half-a-day, but there is no certainty with the Clerics outside working against her. As night begins to fall, Buffy tries to learn more from Gen. Gregor. The General coldly tells them that Dawn must be destroyed. Buffy warns him that if he even looks at her sister the wrong way again, she will kill him. Gregor thinks Dawn's death is ordained by God. Buffy tries to argue for compassion for the innocent soul that lives in Dawn. Buffy wants a truce, but Gregor will not budge from his crusade. Tara suddenly becomes agitated and tries to escape. Willow pleads with Buffy for some way to help her lover. Tara and the mental patients in Sunnydale are all mumbling about time. A nurse attempts to calm the patients, but they break their restraints, over-power her and escape. Outside the desert gas station, rather than watch his comrade suffer under Glory's mental influence, the temporary leader of the Knights stabs Orlando to death. In a quiet moment, Buffy apologizes to Giles for the mess she has gotten them into. Despite the pain, so bad it seems difficult for him to breathe, Giles continues to support Buffy. He praises her in glowing terms and assures her that he is immensely proud of the Slayer that she has become. She's on the verge of tears when he slips back into unconsciousness. With determination in her voice, she tells Willow to make a doorway in the barrier. Buffy and Xander approach to talk to the Knights. Buffy asks if they will allow a doctor to treat Giles, but they are not sympathetic since ten of them have already died in the battle. The leader scoffs at the idea that he would help those that are protecting The Key - he sees them as helping the beast, Glory. Buffy is ready to fight them, but Xander steps in. Referring to the code of honor in war, memorialized in Sgt. Rock comic books, he pricks the Knights with their own sense of honor, daring them to live up to it. And he reminds them that their General is Buffy's prisoner. Willow uses magic to reactivate a pay phone and Buffy calls someone for help. Later that evening, Ben drives up to the gas station to find the Knights waiting, eerily lit by campfires. Inside he tends to Giles wound. He also assures Buffy that he wanted to see her again. Spike walks away in disgust. After he's done, Ben recommends that Giles get to a hospital. Buffy apologizes for getting Ben into the strange situation, but he assures her that he has seen stranger and he's not about to leave her now. Spike struggles to light a cigarette using an old-fashioned Zippo lighter with his bandaged hands, until Xander finally helps him. Xander reminds Spike that he doesn't like him, but asks about his injured hands. Spike thinks that they're all in for a lot worse. He wants to try to escape, using the General as a hostage. Even if they don't all make it alive, he thinks it's the best chance for some to escape. Buffy overhears and quickly nixes any talk of sacrificing anyone else. She's determined that they will all survive this. She gives them an assignment to keep them busy. The General gloats over their troubles, until Buffy punches his face. Buffy and Gregor share their knowledge that Glory was one of three Gods running one of the worst of the Hell dimensions, which along with many other unpleasant dimensions, lies across a mystical barrier from our world. Gregor then goes on to tell Buffy that Glory's fellow Gods grew scared at her growing power and her growing evil. They fought her and forced her from their dimension into ours. She was forced into the body of a mortal man, which is her only weakness - killing the man will destroy Glory. Glory is working to gain control over the man as well, forcing her own personality out for longer periods of time. Dawn interrupts them and asks for information about herself... about The Key. Gregor tells her that her origin is still a mystery, but she is almost as old as Glory, who has been around forever. She is a being of unimaginable power and The Brotherhood of the Knights of Byzantium has been trying for generations to destroy her before her power can be used. Gregor tells of the monks of the Order of Dagon, who thought that The Key could be a force for good, but only ended up being wiped out by Glory. Dawn wants to know her purpose and the General tells her that she can lower the barrier between Glory's dimension and our own. This will allow Glory to return to her home universe and resume her evil ways. Buffy doesn't think that that sounds so bad, let Glory torment her own kind instead of mankind. Gregor points out that it's not that simple. Dawn won't merely open a door into Glory's realm; she will bring down all the barriers between dimensions. They will tumble in on each other and it will lead to the destruction of everything that exists across all the multiverses. That is Dawn's sole purpose. Later, when the sisters are together, Dawn tries to wrap her mind around the idea that she embodies the destruction of the universe. Buffy is quick to remind her that she is not a destroyer of worlds, but Dawn is now haunted by the awareness that she has the potential. She is more scared than ever, but Buffy again assures her that she will do whatever it takes to protect Dawn. The General tries to entice Ben to help him with the promise of surviving the battle and the chance to save the universe - all he has to do is strike down Dawn. Gregor doesn't know it, but it is also the only way that Ben can save himself from Glory. Dawn is standing beside Giles as Ben checks on his condition. She blames herself for all that has happened. While he prepares a syringe, Ben tries to comfort her with the knowledge that some things are no one's fault, they're just terrible things that happen to people who don't deserve them. He approaches Dawn from behind with the needle, but passes her by and gives Giles the injection. He then begins to shake and drops the syringe. He runs to the door and begs to be let out of the building. But it's too late and he transforms into Glory. She is pleasantly surprised to find herself surrounded by all the ones that are hiding from her - except for General Gregor. She throws a hubcap at him and it embeds in his chest instantly killing him. Spike leads the charge, closely followed by Xander. She knocks them both back and out of the fight. Before Willow can even begin a spell, Glory knocks Buffy into her. Anya is no match as Glory grabs Dawn and runs outside, straight into Willow's barrier. It only stops her for second. She punches the invisible wall, hard, and a hole opens. She pulls Dawn through and it seals before Buffy can reach it. She bounces off the barrier. The sounds of battle and screams of the Knights can be heard. Buffy runs inside and screams for Willow to take down the force field. It only takes a Willow's voice sounds a long way off as Buffy succumbs to shock and a defew seconds, but when Buffy returns outside, the Knights are dead in a scene of bloody carnage. Glory and Dawn are gone. The others rush outside and are stunned at the slaughter. After a few seconds, again Spike reacts first, rallying them to take Ben's car. Willow calls to Buffy to get moving, but Buffy merely stands looking dazed. She plops down on the ground and stares in silence at the bloodshed. Her eyes glaze over with tears and deep, deep depression.