While trying to find a way to make Buffy forget about her afterlife experience, Willow inadvertently casts a spell that erases everyone's memories.

After Jonathan, Andrew, and Warren accidentally kill Warren's ex-girlfriend Katrina, they set Buffy up to make her believe it was she who killed the girl.

Faith returns to Sunnydale just as a new villain, Caleb, arrives and sends Buffy a message in the form of a badly beaten Potential. Buffy leads the rest of the girls to Caleb and The First's lair, with devastating consequences.

After their horrifying loss at the vineyard, the gang turn against Buffy and begin to follow Faith instead. Meanwhile, Spike and Andrew travel to an old church to question a priest about Caleb.