Buffy and Dawn fight off vengeful spirits in the newly rebuilt Sunnydale High. Meanwhile, Spike struggles with his sanity, and Giles rehabilitates Willow in England.
The gang deals with a giant underground worm, the result of a wish Anya granted. Buffy finds out that Spike has a soul. In England, Willow prepares to return home.
Same Time, Same Place
Buffy, Xander and Dawn are unable to find Willow, who has inadvertently made herself invisible to her friends, and vice versa. Willow's return to Sunnydale is marred further by a demon, Gnarl, who relishes the skin of his victims.
Novice counsellor Buffy begins trying to help the students at Sunnydale High, including Cassie Newton, a girl who predicts her own death. Unfortunately, a Slayer is no match for fate.
After Anya grants a particularly gruesome wish, Buffy feels that she must kill Anya. Xander tries to stop her, but the problem is solved when Anya requests to take it back and leave the vengeance demon fold.
Dawn and Buffy (and then Willow and Anya) fall for the school quarterback, whose jacket is enchanted. Meanwhile, Xander and Spike become reluctant roommates.
Conversations with Dead People
Buffy has a long talk with an old classmate who just happens to be a vampire. Meanwhile Willow & Dawn are visited by what seems to be the ghosts of Tara & Joyce. "The First" makes its first appearance to them and makes its intentions known.
As Dawn and Willow recover from their chaotic night at the Summers house, Buffy probes a series of grisly murders that may be the work of Spike.
Never Leave Me
Spike is held captive in the Summers home while the Scoobies ponder their options in the aftermath of his murder spree; a squeamish Andrew tries to master killing but ends up another Summers house captive.
Bring On the Night
Giles arrives with three apprentice Slayers, the Scoobies research the origins of the First to find a way to rescue Spike, and Buffy fights the Ubervamp.
Buffy stages a showdown with the Ubervamp with the Slayers-in-training as her audience, then rescues Spike. Giles and Anya seek advice from Beljoxa's Eye.
Buffy and Spike establish a boot camp to prepare the potential slayers for combat with the First, while a spell from Willow reveals another potential living in Sunnydale.
The Killer in Me
Courtesy of a bitter Amy, Willow turns into Warren after kissing Kennedy; Buffy contacts the government to get help with Spike's misfiring chip.
Buffy and Principal Wood’s dinner date becomes a harrowing operation to save Xander from a catastrophic date with a beautiful but enigmatic woman. Meanwhile, Giles and Spike continue to hone the training of the Slayer wannabes.
Get It Done
Desperate for a way to curtail the First, Buffy embarks on a perilous quest for knowledge while the Summers home, densely packed with Slayer wannabes, suffers a surprising, grievous loss which ratchets up the gang’s attempt to rout the growing forces of evil.
Andrew irritates the Scoobies by filming their activities for a documentary on Buffy as Sunnydale High is rocked by a sudden outbreak of student violence. Xander and Anya reconsider their relationship.
Lies My Parents Told Me
Giles returns with a device that he hopes will find and deactivate the trigger in Spike’s subconscious that The First is using to make him "vamp" out which causes the vampire to relive the day his soul was taken away
Faith returns to Sunnydale just in time to meet the First's evil agent, Caleb. Buffy leads the troops into a battle with Caleb, which ends with two dead Potentials and a seriously wounded Xander.
Buffy and the gang attempt to recover from the results of their attack on Caleb in various ways. Faith takes the potentials out for a night at the Bronze. Giles and Willow hunt down information on Caleb that sends Spike and Andrew on a road trip to find out more. Buffy gets kicked out of her house as the gang decides Faith would make a better leader.
Faith claims leadership of the potentials as Buffy wanders Sunnydale in search of a place to stay. Spike and Andrew return from their trip to the mission with news that Caleb may indeed have something of Buffy's - most likely a weapon. Faith and the others kidnap a Bringer and based on his information, plan an attack on the Bringers arsenal. After admonishing the gang for their treatment of Buffy, Spike sets off to find her.
End of Days
As Buffy takes the scythe, the potentials and Faith suffer losses from the bomb trap left for them. With Faith knocked unconscious, it's up to the girls to make their way out of the sewers. Willow and Giles attempt to find more about the origins of the scythe and Buffy has a mission involving Dawn for Xander. Andrew and Anya head to the now deserted hospital to pick up medical supplies for the wounded SiTs, and Caleb merges with the First to refresh his source of power.
Buffy comes up with a plan: The gang makes an attack on the First's army, aided by Willow, who performs a powerful spell to imbue all of the Potentials with Slayer powers. Meanwhile, wearing the amulet that Angel brought, Spike becomes the decisive factor in the victory, and Sunnydale is eradicated. Buffy and the gang look back on what's left of Sunnydale, deciding what to do next...