"Empty Places"
Written by Drew Z. Greenberg; directed by James A. Contner

A street in downtown Sunnydale is full of activity as a mass exodus ensues. Buffy walks through the unmoving traffic and encounters everyone’s favorite floppy-eared demon, Clem. He tells her that the town is used to weird happenings, but that this time the evil seems more powerful. He first says that he’s not sure anyone will be able to stop it, then changes his tune and says that he’s sure Buffy will succeed. He suggests that she might want to get out of town, too, and she says that she probably should. ‘Bye, Clem! Glad you got out all right!

Outside the police station, Willow and Giles speak with an officer, pretending to be from Interpol so that they can get information about Caleb. A crazed man is brought into the station saying, “From beneath you, it--.” Willow’s control over the officer begins to fade and Willow and Giles split. Other officers inform the first officer that a fugitive has arrived in Sunnydale and they decide to take care of it. Willow heads to the hospital, where she and Buffy sit with Xander, whose eye is bandaged. Xander attempts to make jokes but the three are obviously anxious about the situation. Buffy thanks Willow for the info on Caleb and starts to leave, though she had promised that she would stay. She decides to go back to the house so that everyone else can start looking through Caleb’s file. Xander and Willow again try to make light of his eyelessness, and when she starts to cry, he asks her not to.

Anya gives a presentation to the potentials in the basement, accompanied by Andrew, who provides illustrations and key words on the big board. Faith has chosen to skip the meeting, and Kennedy and Amanda leave halfway through and meet up with her in the kitchen. They don’t think that research is going to help them fight Caleb. Buffy returns home with Willow and Giles’ file and she, Dawn, Kennedy, Amanda, and Faith begin looking through it. They see that Caleb has been to a number of monasteries in California. Kennedy mentions how much more power Caleb had than Buffy; Buffy is hurt and heads to the school to get some of her things. She arrives at the now-empty school and grows teary when she sees a picture of herself with Willow and Xander. She looks up and sees Caleb in front of her desk, mocking her tears.

Caleb tells Buffy that God has abandoned her, then insincerely asks after Xander. She spits out, “Go near Xander again, and I will end you.” He pushes her desk over and tells her to relax - she’s going to be a part of a big change. She starts to fight him and he throws her through a window into the hallway, knocking her out. He leaves, promising that they’ll meet again. At the Summers’ house, Dawn finds a mission that Caleb may have been to - nothing happened there, but the mission was abandoned when the monks there disappeared. Giles uses a magnifying glass to study a picture of the mission and finds an imprint in a wall that matches Caleb’s ring. Giles shows the picture to Spike and sends him to the mission. After being annoyed by Andrew one too many times, he sends him with Spike. Faith decides that the potentials are restless and suggests taking them out somewhere.

Faith, Dawn, and the potentials wind up at the Bronze, where Nerf Herder (performers of the Buffy theme song) are playing…even though everyone else is leaving town. (Let’s hope they were paid in advance.) Buffy returns home to find only Giles there. He tells her that he sent Spike and Andrew to the mission and she is upset that he made such a big decision without her input. She tells him that she doesn’t feel like he’s watching her back anymore. She asks where everyone is and learns that Faith took the potentials to the Bronze. Back in his wine cellar, Caleb talks to First!Buffy about Buffy. He thinks that she’s just about ready to lead the girls to destruction.

At the Bronze, Faith shows some responsibility by making sure that Amanda doesn’t drink. Three police officers show up and ask Faith to come with them. She tries to flirt with them instead, but one of them forces her hands behind her. Dawn notices and protests. The officers, who have now grown in numbers, take Faith outside the club. She tells them she’s not going back to jail and one of the officers says, “Who said anything about jail?” She turns to see them all pointing guns at her. Faith begins to fight the officers as the potentials are kept from helping her. Dawn starts to head for the phone but one of the cops shoots out the lights. The potentials stand up to the cops and begin to fight them. Buffy arrives as the fight ends and tells the potentials to go home while she talks to Faith. She blasts Faith for not being responsible. Faith tells her that she doesn’t have any confidence in the potentials; she thinks that the only way to prepare them to battle is to actually have them fight. Faith brings up the vineyard, pointing out that Buffy endangered everyone then, and Buffy punches her and walks away.

Spike and Andrew ride Spike’s motorcycle to the mission, talking about food on the way. Wood arrives at the Summers’ house to find Faith out on the porch. He notices her bruises and she mentions that one of them is from Buffy. He thinks that she’s worried about Buffy but she denies it. Spike and Andrew arrive at the mission and encounter a hostile monk. They see a burn mark on his cheek that looks as if it was made with Caleb’s ring. Xander returns home from the hospital and is greeted by a low-key welcome home party. The party is interrupted when Buffy tells everyone that she wants to take them back to the vineyard. Spike and Andrew ask the monk about his mark, but the monk is afraid to talk to them. They assure him that they’re trying to fight Caleb but the monk tells them they won’t be successful. He leads them to another room and tells them that Caleb came to the mission awhile ago and showed them a secret room they weren’t aware existed. The room contains an inscription that angered Caleb, which was why he burned the monk. Spike reads the Latin inscription, which translates to, “It is not for thee. It is for her alone to wield.”

Back at home, Buffy tells the group that Caleb came after her and she realized that he’s not guarding the seal in the school. She thinks that he has something powerful at the vineyard, and that they should go find it. Faith speaks out against the plan and Giles agrees that it might not be a good idea. Buffy is surprised that, after seven years, her friends are starting to turn on her. Rona accuses Buffy of being reckless - she’s so obsessed with defeating Caleb that she’s acting impulsively. Willow speaks up that she’s worried about Buffy’s judgment. Buffy says that she has to be the person to speak for the group and lead everyone, but Anya accuses her of feeling and acting superior. She admits that Buffy has more skills than the others, but tells her, “You didn't earn it. You didn't work for it. You've never had anybody come up to you and say you deserve these things more than anyone else. They were just handed to you. So that doesn't make you better than us. It makes you luckier than us.”

Having been criticized by all of the Scoobies, Buffy says that she’ll listen if people have suggestions, but they’re still going with her plan. Rona brings up the fact that Faith is also a Slayer but Faith is hesitant to take over the reins. Kennedy suggests that they vote to decide who they want to follow. Buffy doesn’t think this idea is fair, since Faith has been fun-loving Slayer to Buffy’s taskmaster Slayer. Faith tells Buffy that she came to help and says, “I don't know if I can lead. But the real question is...can you follow?” Buffy tells the Scoobies and potentials that she can’t stay there and watch Faith lead them into danger. Dawn speaks up, “Then you can't stay here. Buffy, I love you, but you were right. We have to be together on this. You can't be a part of it. So I need you to leave. I'm sorry, but this is my house, too.” Buffy looks around, sees that no one is on her side, and leaves the house. Faith follows her out and apologizes, assuring her that she didn’t want this to happen. Buffy replies, “Don’t.” Faith starts to tell her that she’s sincere and Buffy continues, “Don't...be afraid to lead them. Whether you wanted it or not, their lives are yours. It's only gonna get harder. Protect them, but lead them.” Faith heads back into the house while Buffy keeps going down the front sidewalk.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Sunnydale ain’t big enough for both Slayers.

GRADE: B- I understand Buffy's attitude, but it goes way too far.

MEMORABLE QUOTES - Clem: “Can you believe this mishegaas?”
Buffy: “Yeah. You'd think these people had never seen an apocalypse before. What about you? Just going for a quick spin to 7-Eleven…in Nebraska?”
Clem: “It's getting bad here. Really bad. Hellmouth acting up again, people feeling it, getting crazier. You can't swing a cat without hitting some kind of demonic activity. Not that I swing cats, or eat - nope. Heh. Cuttin' way back. Cholesterol - morals. I mean, morals.”

“I don't think anyone's gonna be able to stop it. I mean, I'm sure you'll do fine. Complete confidence in you. Heh. Uh, if anyone can do it, you can, because you...rock! If you save the world, I'll come back, we'll have drinks. When. When, I mean. When you save the world. It's gonna be great with all the...rocking.” - Clem to Buffy

“I keep waiting for my other senses to improve 50%.” - Xander

”Oh, you know what the best part is? No one will ever make me watch Jaws 3-D again.” - Xander

Anya: “And so we know that a battle is coming. Übervamps galore. We also know that the Übervamps are hard to kill….”
Andrew: (writing on the board) “Hard…to…kill.”
Anya: “But I have been out talking to some of my old contacts, and they've provided some surprising bits of news. Yay for them!” (Andrew draws a picture of an Übervamp) “Uh…okay. For example, Übervamps can be staked...right through the heart. Zing - poof.” (Andrew writes "steak," then crosses it out and writes "stake" beside it) “Just like regular vamps. Um...we didn't know this.” (Andrew draws a red arrow from the word "stake" to the torso of his Übervamp drawing) “Of course, these guys have incredibly strong sternums, so it's a lot like driving a wooden stake through solid steel. But you guys are all super-strong, right?”
Kennedy: “Um…no.”
Anya: “Right. OK. Um...but, still, heart information, still good to know, since holy water seems to run off these guys like they've been scotch-guarded. And, well, sunlight would work, but guess what - they're not coming out during the daytime.” (Andrew flips to a clean sheet of paper and draws a yellow smiling sun) “Uh, also, beware of their, uh, teeth and the claws they use to shred flesh.” (Anya holds up her hand, fingers spread, like she's clawing and shredding with her hand. Andrew writes "teeth, claws") … “Okay...I know you're all upset...and I, myself, would much rather be sitting at the bedside of my one-eyed ex-fiancé than killing time here with you people in this over-crowded and, might I add, increasingly ripe-smelling basement. And I would be, too, if not for a certain awkward discussion he and I recently had right over there on that cot immediately following some exciting and unexpected breakup sex.” (some of the girls move off the cot. Andrew writes "breakup sex" on the paper, underlining it)

Giles: “Spike, I have a mission for you.”
Spike: “Oh, really? 'Cause, you know, sometimes our missions end up with you trying to kill me. I'm not fond of those.”

Kennedy: “What kind of band plays during an apocalypse?”
Dawn: “I think this band might actually be one of the signs.”

Giles: “I, um...I sent Spike to look into it.”
Buffy: “Spike? Is this a mission from which you intend Spike to return alive?”
Giles: “Yes. I sent Andrew with him.”
Buffy: “Again I ask the question.”

Amanda, who appears to be drinking something alcoholic: “This is so cool. Buffy would never let us do this. You are so cool. This woman is so cool!”
Faith “Hey, hey, how old are you?”
Amanda “17.”
Faith “Yeah, we're gonna get you a real nice 7-Up, okay?”

Andrew: “It's an onion...and it's a flower. I-I don't understand how such a thing is possible.”
Spike “See, the genius of it is you soak it in ice water for an hour so it holds its shape. Then you deep-fry it root-side up for about 5 minutes.”
Andrew “Masterful.”
Spike “Yeah. Tell anyone we had this conversation, I'll bite you.”

“Andrew’s got plenty of tears left in him. Just tell him they canceled Stargate.” - Anya, suggesting a way to keep the Seal closed (from the original script)

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