The gang is researching the First but can not find much of anything. Buffy is visited by her dead mother who tells her that she needs to rest if she intends to defeat the First. The Ubervamp pulls Spike further into a cave where the First has taken the form of Drusilla to watch Spike get tortured.

Dawn gets sick of Andrew being unconscious and her and Anya try to force him to wake, which he does as Buffy walks in the room. Andrew leads them to the basement of the school where the seal is still on the ground. The gang covers it with dirt and on the way out, they run into Principal Wood also with a shovel. An awkward conversation occurs.

At the house, Willow tries to start a spell to find the First but it fails and is briefly possessed by the First Evil. Willow is fearful of the magic. Buffy goes to leave and finds Giles on her door step with three young girls who are potential slayers.

Giles tells the gang about the First's plans to kill all of the slayers in training, the watchers, and the two active Slayers. He also tells them that the Council has been destroyed along with all of the basic knowledge of the First Evil.

Meanwhile, in the cave, the Ubervamp tortures Spike while Drusilla tells Spike to follow the rules. Buffy and Giles search for the cave and Buffy finds it by falling through some old planks covering the ground. While in the cave, she is attacked by the Ubervamp. She stakes it but it doesn't kill him and he proceeds to beat her, badly. Buffy manages to escape by the vampire is forced to retreat from the rising sun.

At the house, Giles explains that the vampire is called Turok-Han and how it is far more powerful than the vampires they are used too.

Buffy reviews her wounds from battle and sees her mother again. Joyce talks to Buffy about evil and pressures Buffy is feeling with dealing with this First Evil. Buffy awakes to find she is at work and had been in the middle of a meeting with a student. Principal Wood watches from his office.

As night falls, Annabelle, one of the potentials, runs off. She runs through the streets until she is killed by the Ubervamp. Buffy finds them both and is again, badly injured in a fight with the vampire.

In the cave, The First is angry at Spike as he continues to defy and not cooperate. At the house, Buffy sits alone as the others talk in another room. They are worried for Buffy's condition and the ability to fight this Evil. Buffy comes downstairs and gives a speech on how this is a bigger evil than they have ever faced and that she has never been so scared but she will not back down. They are declaring war instead of waiting for The First to make a move.

This episode originally aired on December 17, 2002.