Written by Rebecca Rand Kirshner; directed by David Solomon

The Scoobies and potentials (minus Buffy, Spike, and Andrew) sit in the living room, talking about what to do next. Faith finally takes charge and suggests that they all get some sleep and wait until the morning to discuss things. The lights suddenly go out and Faith realizes that everyone on the block is without electricity - even the people at the power company have abandoned ship. Indeed, out on the street, everyone is packing up their cars to leave. Buffy heads into a neighbor’s house, where the owner threatens her with a gun. She encourages him to leave town, telling him that Sunnydale has been taken over.

At the mission, Spike and Andrew are bored, having to wait until the next night to head back to Sunnydale. Spike worries that Buffy is facing something dangerous. They discuss their enemies and Faith suggests grabbing a Bringer to get information out of him. Kennedy tries to make suggestions but Faith announces that she’s in charge. At the vineyard, Bringers torch and axe stone while Caleb talks to First!Buffy. First!Buffy worries that Buffy and the potentials will get something they’re hiding, but Caleb assures her that they won’t. Kennedy walks through an alley and is approached by a Bringer with a knife. Giles lassoes the Bringer and other potentials fight off other Bringers. Giles and the potentials take the captured Bringer back home with them.

Giles discovers that the Bringer can’t speak and Dawn suggests a spell that ancient Turks used to use to speak with the dying. Spike and Andrew return from their mission and Spike is shocked to learn that, according to Willow, everyone decided that Buffy needed to take a break. He calls them all traitors, reminding them of the things that Buffy has done for them. Faith stands up to him and they begin fighting. Spike asks where Buffy is and Faith tells him she doesn’t know. He leaves the house and follows Buffy’s scent. In the Summers’ basement, Willow begins the spell, which doesn’t seem to work. Andrew begins speaking in a strange manner and the Scoobies realize that he is speaking for the Bringer. He tells the others that the Bringers work to prepare the First for battle and “build an arsenal beneath the dirt.” Giles slits the Bringer’s throat and Andrew comes out of his trance. Giles sends the others out to find a place underground where an army could be formed.

Spike finds Buffy in her neighbor’s house and she asks him to leave. He tells her that she’s right - Caleb is protecting something, possibly at the vineyard. He says that she’s still the leader and that she can regain her position. Faith and Giles study a map and decide to head out first thing in the morning. Giles tells Faith that she’s doing a good job in her new role. As he leaves the room, the First appears to Faith in the guise of the Mayor. He congratulates her work and she tells him she knows he’s really the First. He explains that he retains a part of the person he was in life. Faith tells him she’s not listening and when she swears, he acts in typical Mayor fashion and admonishes her to watch her language. First!Mayor tells Faith that she was smart to kick Buffy out and asks why she keeps trying to protect Buffy. He warns her to stay on her guard because Buffy could try to kill her again.

Buffy tells Spike that she doesn’t want to go back to being the leader. She says that being the Slayer makes her different, but that she took it too far, and that she never makes connections with people. He tells her that she’s “the one” and that she can decide in the morning what she wants to do. She asks him to spend the night. First!Mayor tells Faith that she will always be seen as a killer and that he will always be with her. Wood arrives, not seeing First!Mayor, and Faith tells him what happened. She confides that the Mayor was like a father to her and he tells her that the First appeared to him as his mother. He says that no one wants to be alone - everyone wants “someone who cares, to be touched that way.” She asks if the First told Wood the truth and he confirms that he did. Faith says that the First told her that Buffy is dangerous and that it might be possible. Things turn a little friendly and they start making out.

Willow studies a map and realizes that she and Kennedy are, for the first time in a long time, the only ones in her bedroom. Willow admits that she’s scared, but more about having sex with Kennedy than about the battle. She’s afraid that she’ll lose control and Kennedy assures her that she’s safe with her. Down in the kitchen, Xander and Anya eat ice cream and Anya complains about the sex going on in the house - she’s jealous because she and Xander agreed to abstain. We see Buffy and Spike together at the neighbor’s house, Faith and Wood getting it on, Willow and Kennedy getting it on, Anya and Xander breaking their promise and getting it on, and Buffy sleeping with Spike next to her. In the vineyard, Caleb calls them all sinners and First!Buffy wishes she could kill someone herself.

The next morning, Andrew tells the Scoobies and potentials that Caleb and the First might be protecting a weapon. Faith asks Willow, Xander, Giles, and Dawn to make sure Buffy’s okay, and tells Wood to go home. Spike awakens at the neighbor’s house and sees that Buffy has split, leaving a note behind. Caleb and First!Buffy are preparing the Bringers when Buffy arrives and says, “Heard you got something of mine.” Caleb tries to attack her, but she is able to avoid him. First!Buffy tells Caleb that “this is getting embarrassing” and he asks her to take a different form - he’s getting confused. Faith and the potentials head through a tunnel to an arsenal. Bringers appear and begin to fight them as Buffy continues to fight Caleb.

Buffy spots a hatch which leads to the room where the Bringers are working. She gets herself through it and wine barrels fall on top of the hatch, holding it down. The potentials find a doorway that leads down a set of stairs. They all head down and find a padlocked box. Buffy sees what the Bringers were getting out of the stone - a big, shiny weapon. She looks at it in awe and smiles. Faith opens the box to find a timer with 8 seconds on it wired to bricks of C-4. She yells for everyone to get down as the timer counts down.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: If the world’s going to end, it’s more fun to have random sex than to try to figure out how to save everyone.

GRADE: C Too. Much. Sex.

MEMORABLE QUOTES - Andrew: “I spy with my little eye something that begins with a ‘T’.”
Spike: “Tapestry.”
Andrew: “Hey, good one. How did you--?”
Spike: “Tapestry’s the only thing in the whole bloody room.”

Vi: “I don’t want to die.”
Anya: “Don’t worry. It’s far more likely you’ll live long enough to watch most of your friends die first. And then you’ll die.”

Giles: “Are you thinking of attacking the Bringers?”
Faith: “Maybe, or...okay, we could kidnap one.”
Kennedy: “And what? Hold it ransom?”
Xander: “Yeah, I’ll get the magazines and start ripping out the letters now. ‘Dear Mr. First, if you want your Bringer back...well, we’ll be surprised, because you got, like, 3 million of them. So please disregard this letter.’”

“I think, you know, a ‘hello’ or a ‘nice to see you’ might be a little more welcome. It's the end of humanity, Faith, not the end of courtesy.” - First Evil as the Mayor

“You are getting very sleepy. Very, very sleepy. I do not have a pocket watch, but then again, you do not have eyes.” - the translation of Willow’s spell (from the original script)

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