Buffy dreams of walking through the house, checking out the small army of girls taking up every inch of the house in sleep. In the corner, she spies Chloe crying, then is jumped by the First Slayer, who tells her, "It's not enough." She awakens spooked. Anya and Spike, meanwhile, have taken off for a semi-date of drinking and debauchery when they are attacked by a demon sent by D'Hoffryn to kill Anya. Instead of killing it, Spike just beats it up and takes off with Anya in tow. He's gone pretty soft lately. The next morning, Buffy and Robin Wood discuss the rise in bad behavior happening at Sunnydale High. Buffy's pretty sure that the typical Hellmouth-induced negativity is coming a little early. To help Buffy, Wood has brought an old emergency kit of his mother's that should have been handed down to the next Slayer, but Robin kept it. Buff decides it's time for Wood to see where she does her real work, at home, with the baby Slayers. They meet Andrew, who's cooking, Kennedy, who's training the Slayerettes in fighting technique, and Willow, who's hauling weaponry. Wood has a run-in with Spike in the basement, and the animosity between them is palpable. Robin clearly wants to know all about Spike, but the Vamp can't figure out why. Later that night, Dawn and Buffy check in on the Potentials, only to find that Chloe has hanged herself. As they stare at the body, the First appears as the dead girl, going on about how it's going to win no matter what they do, blah blah blah. When it disappears, Buffy has Chloe cut down and goes out to bury her body, alone. Upon her return, all the girls are mourning. The Slayer is angry, declaring that Chloe was weak, and that the rest of them will be useless until they start really dedicating themselves to the fight. Buffy even complains that Spike's softer side isn't helping them at all. In Anya's words, it's an "everybody sucks but me" speech. Buffy opens a locked box inside the emergency kit, and it contains a collection of shadow casters. According to the accompanying book, when viewed in order the shadows tell the story of how the first Slayer was created. The gang sets up the items, then watches as Dawn reads from an ancient, cryptic text. First there was the earth, demons, men, a girl. The men chained the girl to the earth to fight the demons, but to really understand what happened in the past, the Scoobies must make an "exchange": a portal opens, Buffy dives through it, and a giant demon with tusks appears and takes Buffy's place. The demon kicks their butts and takes off into the night. Since Willow's the one with the magic, it’s up to her to reopen the portal and retrieve Buffy. But they need to get that demon back to make the exchange and bring Buffy back home. Buffy arrives on a desert plain, alone. She finds a group of men, who explain she is the last (not the latest) guardian of the Hellmouth, and they can give her the power to fight evil. They knock her out and chain her, revealing that they are the source of her power. The men created the First Slayer by giving her the heart of a demon, and they want to do the same to Buffy. They release an evil mist to merge with Buffy. While Willow unleashes her own power trying to recreate the portal, Spike finds his old leather jacket (which Wood seems to recognize) and, with his old swagger back in place, he takes off after the demon and kills it. That’ll show Buffy he hasn’t gone soft! Meanwhile, Willow gets the portal open, but only after taking power from both Anya and Kennedy, leaving them collapsed on the floor. Finally, Buffy defies the evil mist swirling about her, breaking free of the chains and knocking the men down one by one. Although the last man declares that everything will be disrupted by her behavior, the Slayer doesn't really care. He wonders how she'll save the world without the power they had to offer, then touches her face for a moment, giving her a vision. At that moment, the portal opens, and Spike tosses the demon through it. Buffy is home, surrounded by her friends. Later, Kennedy is weirded out by Willow's earlier actions: it hurt when she took the power. Will is apologetic, but wants Kennedy to understand the truth of magic, that it's not always pleasant. The situation between them remains unresolved, and Kennedy walks off, alone. Will goes to Buffy, who is grateful for being brought back. However, Buffy thinks she may regret rejecting the power the men offered, because the vision they gave her was of an enormous army of ferocious Ubervamps, armed and ready to attack.