Buffy wanders through Sunnydale and witnesses that almost everyone is leaving before the apocalypse. She meets Clem, who is also leaving. He says that this time he doesn't think anyone will be able to stop it, except maybe her. But he does wonder if perhaps she should leave town too. She says maybe she should.
Giles and Willow also witness the exodus and see that people are acting very strangely, especially the police. This is due to the Hellmouth being active. The police circulate a picture of a fugitive who had skipped town but was now thought to be back. They are keen to see justice done.
Buffy and Willow visit Xander in hospital and he is wearing a bandage on his left eye. Buffy is very nervous around him and wants to leave quickly, much to Willow's disappointment. Xander says she should go. The remaining pair try to see the humor in Xander's condition but Willow can't keep this up and gets choked up. Xander tells her not to.
Andrew and Anya try to keep the Potentials up with the current situation but they are very inept and only end up making the girls feel worse. Anya admits she is giving Xander space by spending time with them. Kennedy and Amanda leave the room to find Faith and they discuss how hopeless it all seems to be. Buffy returns with a file of info on Caleb which Giles and Willow managed to find. Dawn asks her about Xander but she avoids her questions.
Buffy goes to the abandoned school and finds a picture of her, Xander and Willow in happier times. Caleb finds her there and mocks her sentimentality, telling her that he is willing to finish the job on Xander. Buffy threatens him but he isn't intimidated and tells her there is a sweeping tide of change coming and that nothing will stop it. They fight but he easily overcomes her again and says he will tame her. He leaves her unconscious.
Giles and Dawn stumble across a possible lead on where Caleb might have come from while Andrew moans about kitchen etiquette. Giles asks Spike to go on a mission – bona fide this time – to check out the suspicious monastery. Andrew's whining convinces Giles to send him with Spike too. Faith is worried about the girls' morale in the meantime so she takes them all out to The Bronze.
Buffy is amazed to come home to an empty house, except for Giles. She tells him about the fight but she has recovered. He says the file was helpful and that he sent Spike to look into a possible lead. Buffy is suspicious but Giles says decisions had to be made in her absence. He reminds her that everyone is watching her back, not just Spike but she says it doesn't feel like it. He tells her Faith took the girls to the Bronze so Buffy leaves in disgust.
Caleb tells the First about the fight with Buffy and confirms he left 'the message' and that she will lead the girls into danger as planned. At the Bronze the girls have fun but then the police arrive looking for Faith. They restrain her and take her outside and when she tries to escape they seem very ready to shoot her. She fights them off while everyone else is held inside by a trigger happy cop. They eventually manage to escape and help Faith overcome the cops, which Buffy witnesses. Buffy tells the girls to go home. Buffy and Faith argue about her taking the girls out and Faith questions how well Buffy knows any of them. Faith then calls Buffy on how safe they are with her, after the vineyard, so Buffy hits Faith.
Spike and Andrew make their way to the monastery and strangely seem to bond! Faith meets Robin when he comes to the house for a meeting which Buffy has called. She tells him about the fight with Buffy and that she didn't fight back, which is new to her. Robin thinks she obviously cares about her. Faith wonders why he sticks around and that maybe he has his own issues.
Spike and Andrew find the monastery and they are attacked by a monk with a strange insignia on his cheek. Xander returns home to a subdued welcome home party. Buffy's meeting then begins and she tells everyone that she has a new plan to go back to the cellar.
Spike asks the monk about the mark and asks if he is with Caleb but he says no, and Caleb can't be stopped. He says Caleb arrived some time ago and that he had come for a secret room with an ancient inscription. But he got angry with what it said and burned his mark on the monk while killing the others. The inscription says "it is not for thee, it is for her alone to yield."
Buffy says the vineyard is important and the power is there – they must go back. Faith refuses as they have no proof and that they can't put people in danger anymore. Robin backs her up. Giles also agrees – they can't fight windmills. Buffy feels let down – why is anyone questioning her leadership after 7 years? Giles points out she doesn't trust them either. Rhona and Kennedy also attack Buffy. Willow calms them down but says she is worried about Buffy's judgment. Buffy has no time for democracy in a war but Anya asks why should she be the leader? She has never earned or worked for her powers, they were just handed to her. Xander points out that he has suffered too much from following her recently. She demands they all fall in line because she is the Slayer but Rhona points out that Faith too is a Slayer. Faith backs off but the others seem to want her in charge from now on. Buffy says this isn't a popularity contest and that Faith is doing exactly what she did before – taking everything away from her. Faith disagrees – she is trying to beat the bad guy. Buffy says she can't watch them follow Faith into disaster, so Dawn says maybe she shouldn't stay. She loves her but they have to be together and so Buffy can't be a part of it any longer – she should leave. No-one stands up for Buffy, so she walks out of the house. Faith follows her and tries to apologize but Buffy tells her she must lead them now and their lives are in her hands. She walks away.