Buffy and Angel finish up their kiss from the last episode and Buffy is overjoyed to see Angel. Angel pulls out a folder that contains info about the First Evil when suddenly Caleb is on his feet and sends Angel flying across the room with a single hit. He definitely looks worse for the wear, with black ichor running from his eyes, nose and mouth. Buffy is not impressed, she doesn't know how many times she's going to have to kill him before he actually dies. In a spectacular display of power, they get even more violent with each other. Buffy gets the killing hit in, slicing him up between the legs right through to his head, splicing him neatly in half. Finally getting to his feet, Angel hands over a talisman to Buffy, although he doesn't know much about it. Angel offers to stay and fight with her, but she won't allow it. He demands to know why and the first reason she gives him is that she needs a second line of defense in case the First gets past her. The second reason... as Angel can smell off her, is because of Spike. She explains that Spike has a soul now, which causes a twinge of jealousy from Angel, but Buffy reassures him that he's not her boyfriend, although he is in her heart. In an attempt to explain herself, Buffy says to Angel that she's like... cookie dough. She's not done baking, or rather, not finished becoming whoever she's supposed to be. But that maybe one day she will be ready (or cookies rather) when she's done. Angel asks her who might enjoy her then, but she tells him that she doesn't like to think that far ahead, although she does occasionally. Before heading back to Los Angeles, Angel tells her that he isn't getting any older, insinuating that he'd wait around for her, however many years down the road.

    Buffy returns home, surprised to find Dawn and Xander at home, but she accepts it that Dawn wants to stay and fight and moves on quickly informing everyone that she killed Caleb. She goes downstairs and to find Spike beating on a punching bag with a caricature of Angel on it. He's peeved but she's tired of dealing with jealous vampires. She offers him the talisman that Angel gave her, telling him that a champion deserves to wear it and Spike is truly touched by her actions. Buffy and Spike sleep in the same bed together that night (sleep and ONLY sleep.) Buffy wakes up in the middle of the night, unable to rest peacefully. The First appears to Buffy in the guise of Caleb, he promises to be made flesh but Buffy isn't afraid. Caleb then changes into the image of Buffy herself, telling her that she'll die alone, because that's how a Slayer;s life is supposed to end. Spike awakes from an odd dream and the First disappears. Which is when Buffy realizes something: That they're going to win this battle

    The next day, Buffy offers her idea to everyone (although we don't know it yet.) They all realize that it's an insane idea, but they're all willing to try it out, although Willow is a little worried because the plan requires Willow's massive use of magic. Buffy hands over the scythe to Willow and then calls the the entire group of potentials in for a speech. She tells them all that tomorrow morning she's going to open the seal and she (as well as all of them) are going down into the Hellmouth to finish this once and for all. Faith and Wood head to the school and block doorways so that anyone leaving the school can't get to the sewer systems and they have to leave through the main entrance. Wood tries to convince Faith that there are some decent guys out there that shouldn't be brushed off, him included. He then goes on to say that he's much prettier than her and that their night together didn't exactly change his world, though she was obviously enthusiastic. Totally insulted, Faith vows to teach him some respect and starts to yank off her pants but he stops her, saying that if they live through this, he'll get the chance to surprise her. Back at home, Willow tells Kennedy that she might have to kill her if she goes bad on them. The spells she's doing takes her way beyond the powerful place she was when she went evil. Downstairs, Andrew, Xander, Giles and Amanda are playing some medieval board game, unable to sleep while waiting for the morning. Buffy sits along outside on the porch while Spike sits in the basement, looking at his new bauble.

    The morning eventually comes though and the troops all walk into the new Sunnydale High. The potentials, along with Faith and Spike, go to the basement while Kennedy brings Willow's stuff to the principal office, which is right over the seal, she's going to get her stuff ready. Everyone sets off to their posts leaving behind Buffy, Willow, Xander and Giles. They suddenly start talking about what they want to do tomorrow, likely shopping, as Buffy, Xander and Willow walk off to their posts, Giles rolls his eyes and says "The earth is definitely doomed." In the basement, the slayers and potentials all cut their cuts hands and drip their blood over the seal. It activates and opens up and the gang heads down into the Hellmouth. Spike is wearing the amulet around his neck but it doesn't seem to be doing anything yet, much to his dismay. They get to the lip of a cliff and find that the cavern below is filled to the brim with Turok-Hans, hundreds upon hundreds of them. And all of a sudden, they spot the group of Slayers, vampire and potentials and rush them. Meanwhile Willow has begun her spell with the scythe... and we flash back to earlier that evening when Buffy was explaining the plan to the potential Slayers. Buffy is giving them all a speech, saying that Willow is stronger than any spellcaster in the world and she'll use the essence of the scythe to make every girl in the world with the potential to be a Slayer to actually BECOME a Slayer. And as Willow works her magic, every potential Slayer becomes imbued with the power of the Slayer line. Willow's hair glows pure white as the power courses from the scythe through her and out to the potential Slayers. She falls over, exhausted yet happy. Kennedy rushes off to help the fight, bringing the Scythe with her. She throws it immediately to Buffy in the midst of the epic battle. Slayers are fighting Turok-Hans everywhere, they're winning, tearing them down bit by bit. Some of the ubervamps escape up the Hellmouth to upstairs. Andrew tries to encourage Anya on, telling her to think of bunnies, which is just the encouragement she needs to wreak some havoc. The battle continues both in the Hellmouth and above, in the school.  Down in the Hellmouth, Spike's amulet begins to work and sizzles. While momentarily giving orders, Buffy gets a sword through the stomach causing her to fall flat on her face. Faith rushes to her, but Buffy tells her to hold the line, handing the scythe over to her. Anya manages to dismantle several ubervamps herself, but all of a sudden she's taken by surprise by an ubervamp who cuts her through, from neck to stomach, killing her instantly. Wood also gets a sword in the stomach, but Giles helps him out, dragging him away from the battle. Suddenly the swing of the battle changes down in the Hellmouth and potential Slayers begin to die. The First appears to Buffy in her own form and taunts her. Angered Buffy tells her that she wants her out of her face. Rona throws the scythe to Buffy as she gets to her feet and starts fighting once again, destroying vamps with all the power she has. And the battle goes on, with Slayers  killing ubervamps everywhere. And suddenly Spike's amulet takes effect and he's slammed against the wall as a powerful burst of light hits him from above. It contacts immediately with the amulet and spreads everywhere. The sunlight disintegrates Turok-Hans everywhere as it touches them. As the walls begin to shake and fall apart, Faith orders everyone to get up and out of the Hellmouth. They scramble out while Buffy stays behind with Spike. He can feel his soul, which seems to be kind of stinging. Slayers rush out of the school and into the school bus that was set up before time. Xander tries looking for Anya but finds nothing. Back in the Hellmouth, Spike tells Buffy to get out, but she doesn't want to. She grabs his hand as he writhes in pain and a flame bursts between their clasped hands. In that instant, she tells him she loves him but he answers with "No you don't, but thanks for saying it." The walls begin to fall down around them and Buffy rushes out of the Hellmouth, leaving Spike behind. The school bus has already taken off though so Buffy heads to the roof. Down in the basement, Spike laughs maniacally as the sunlight disintegrates him into nothingness. Buffy races across the top of the school and lunges onto the roof of the quickly departing school bus as all of Sunnydale begins to cave into the Hellmouth. They make it just outside the perimeter of Sunnydale and the bus comes to a screeching halt. Everyone jumps out of the bus and among the survivors are Giles, Dawn, Buffy, Xander, Rona, Kennedy, Willow, Andrew, Faith and a few other Slayers. As they look back at the canyon that Sunnydale has become, the sign for entering Sunnydale falls backwards into the massive pit. Andrew gets the chance to tell Xander that Anya died saving his life. On the bus, Wood isn't doing so well and Faith is about to go get someone to help him out when his eyes suddenly go slack. Realizing that he must be dead, she goes to close his eyes but he coughs abruptly, startling her, and claiming that this was his "surprise."

    The group looks out on Sunnydale, realizing that they just changed the world drastically; Sunnydale is gone and new Slayers are awakening everywhere. Faith comments that they're not the only chosen ones anymore, and what on earth are they going to do? At that comment, Buffy can only smile widely.