Starring: Sarah Michelle Gellar as Buffy Summers, Nicholas Brendon as Xander, Emma Caulfield as Anya (Anyanka), Michelle Trachtenberg as Dawn Summers, James Marsters as Spike, Alyson Hannigan as Willow

Special Guest Star: Anthony Stewart Head as Giles, David Boreanaz as Angel

Guest Starring: Eliza Dushku as Faith, Nathan Fillion as Caleb, Tom Lenk as Andrew Wells, Iyari Limon as Kennedy, Sarah Hagan as Amanda, Indigo as Rona, D.B. Woodside as Principal Robin Wood

Original air date: May 20, 2003

Written and Directed by: Joss Whedon

Buffy has just sliced open Caleb’s abdomen. Buffy and Angel kiss - both of them are happy to see the other. Neither Buffy nor Angel know that Spike and The First (in Buffy’s form) are watching them from the shadows. Angel explains that has come back to Sunnydale to help Buffy. Angel has figured out that the Big Bad is “The First,” who tried to get Angel to kill himself (see BtVS 3.10, “Amends”). As Angel and Buffy talk Caleb, with what appears to be black blood streaming from his eyes, nose, and mouth, springs back to life and knocks Angel across the room rendering him unconscious. Buffy and Caleb duke it out. At first Caleb seems to get the upper hand but Buffy uses her scythe to slice Caleb in two from groin to throat.

As Buffy finishes off Caleb Angel regains consciousness. Angel gives Buffy a file which he has brought with him from L.A. from a completely suspicious source, but it’s more information than Buffy currently has, so she’s going to get the Scoobies working on it. Angel’s also brought with him an amulet. The translation of what the amulet is supposed to do is murky, but the amulet gives strength to the ‘right’ person who wears it and is powerful. So powerful that the amulet is supposed to be worn by someone ensouled, but stronger than a human; a champion. Angel wants to wear it and help Buffy in the upcoming battle, but Buffy doesn’t want to risk losing Angel. Instead, Buffy wants Angel to form a second front in L.A. just in case she’s unable to stop The First. Angel believes Buffy but thinks there’s a second reason Buffy wants Angel gone. Angel asks Buffy, point blank, if the second reason is Spike. Angel can smell Spike all over Buffy and Angel wants to know if Spike is her boyfriend and if Buffy loves Spike. Buffy explains that Spike is different now because he has a soul. Angel is clearly jealous that Spike has a soul and that Angel’s getting set aside for “Captain Peroxide.” And while Buffy tells Angel that Spike isn’t her boyfriend, she does admit that she has feelings for Spike.

Buffy and Angel talk about their stormy relationship. Buffy admits that she’s had rocky relationships with men, and vamps, in the past and that she doesn’t see being with Spike for the long term. Buffy tells Angel that she’s figured some things out, especially her connection with guys. Buffy uses her cookie dough analogy - she’s not done or finished becoming Buffy Summers. But when she’s finished or ready, she’ll find the relationship. Angel gives Buffy the amulet and tells her that he’ll start work on the second front in L.A. Buffy admits that sometimes she does think about the possibility of a future with Angel, but it will be a long time coming.

Back at the Summer’s house Buffy’s surprised to find Dawn and more surprised when Dawn kicks her and calls her a “dumbass.” Buffy tells Dawn that if she dies, Buffy’s telling. Buffy tells Willow, Giles, Dawn, Anya, and Xander that she killed Caleb with the scythe.

Down in the basement Spike is beating the crap out of a punching bag. Spike wants to know where Angel is. Spike admits to watching Angel and Buffy kiss. Buffy denies that the kiss was serious and, when Spike won’t let up, tells Spike she’s had enough of jealous vamps for an evening. Spike holds out his hand and asks Buffy for the amulet, and tells Buffy that if Angel won’t be wearing it then Spike should. After all, there isn’t anyone else strong enough to wear the amulet. Buffy tells Spike that the amulet’s power is unknown and could kill him, and that the amulet was meant to be worn by a champion. Spike’s hand drops - he obviously believes that he’s not the champion who will be wearing the amulet. Then Buffy hands the amulet to Spike. Spike admits that he’s never been called a ‘champion’ before. With Faith still in her room, Buffy wants to stay the night with Spike. Spike’s a bit put off and tells Buffy that she can’t play with his feelings and that he has his pride. As Buffy walks away Spike stops her and tells her that the bit about his pride was a smoke screen. Buffy is clearly relieved and tenderly caresses Spike’s face.

Spike and Buffy are on his cot. Spike is sleeping but Buffy is wide awake. Buffy slips out of the cot and paces around the basement. Suddenly The First appears in Caleb’s form and taunts Buffy. First-Caleb tells Buffy that its army of übervamps *will* eradicate the army of Potentials. First-Caleb tells Buffy that her dead lover (Spike), nor Faith, nor the Scoobies will be able to help her. The Potentials won’t be any help, either, because they only come into power when the Slayer dies. As First-Caleb morphs into First-Buffy the First recites the prophecy, “into each generation a chosen is born.” First-Buffy makes a point of reminding Buffy that she is alone - alone as a Slayer and alone in death. On the cot Spike is having a nightmare, yells something about “drowning in footwear” and distracts Buffy. When Buffy looks back the First is gone. Spike asks Buffy if something is wrong and Buffy tells Spike she’s just realized something - they’re going to win.

The next morning Buffy is talking with Anya, Xander, Dawn, Willow, Giles, and Faith. She’s apparently described her plan and wants to know what the Scoobies think. Giles tells Buffy that her plan contradicts everything that Slayers and the Council have done to fight evil. And Giles thinks her plan is brilliant. Willow, however, is very concerned about the plan. Apparently the plan centers on Willow’s ability to use a huge amount of magic and control it, something Willow isn’t sure she can do. Both Giles and Buffy reassure Willow and tell her that she has the ability to control her magical power and pull off her part in Buffy’s plan. Giles suggests that the Coven in England may be able to help Willow as well.

Downstairs the entire army has assembled: Buffy, Willow, Xander, Anya, Dawn, Spike, Giles, Faith, Andrew, and the Potentials. Buffy tells all of them that she hates that she was chosen to fight evil, that the Potentials have to face The First, and that a war is coming. But despite all of the things Buffy hates she’s decided that tomorrow morning she is going to open the Seal of Danzalthar over the Hellmouth, go into the Hellmouth and kill the army of übervamps. And this is where the Potentials have a choice to make.

Later Wood and Faith are moving equipment in the school basement trying to block escape paths the übervamps might use to get into the sewer system and drive the übervamps into the school proper. As they work Wood and Faith talk about the night they spent together. Faith kinda apologizes for blowing Wood off afterwards by explaining that after she gets groiny with a man she doesn’t need to know anything else about him. Wood is angry and tells Faith that there are a lot of nice, decent men around, despite what she might believe. Wood tells Faith that he enjoyed their night together, but it wasn’t the life-changing experience that Faith thinks happened. This makes Faith a little peeved. She wants to have sex, again, in the basement to prove to Wood that she is good. Wood stops Faith before she is able to strip and asks Faith to make a deal with him. If they live through the upcoming battle, Faith will give Wood a chance to surprise her. Faith reluctantly agrees.

That evening Willow is reviewing parchments for the upcoming battle and is visibly worried. Willow’s concerned that she might become Dark Willow again and that Kennedy may have to kill her. Kennedy reminds Willow that Buffy has faith in her. Kennedy tells Willow that Willow will make it through the spells because Kennedy loves Willow. Meanwhile, downstairs Giles, Andrew, Amanda, and Xander are playing Dungeons & Dragons. Andrew, the Dungeonmaster, is wearing a red cape that may have been part of a Halloween costume that Buffy wore (see BtVS 4.4, “Fear Itself”). None of them can sleep because of worrying about tomorrow’s value. Except, of course, for Anya who is sleeping on the table.

In the meantime Buffy is alone on the front porch looking out at Sunnydale. Spike is alone in the basement contemplating the amulet. At daybreak Buffy walks downstairs and she and Spike look at each other from across the room.

The army arrives at Sunnydale High School. The place is trashed and deserted. Buffy directs the Potentials to follow Faith and Spike to the basement. Kennedy takes Willow’s bag-of-tricks to Wood’s office to set things up for Willow’s spell. Wood shows the Scoobies the three exits the übervamps might use to get out of the building and into the sewers. Wood and Giles take one exit, Xander and Dawn take a second, and Andrew and Anya take the third. Andrew takes a minute to thank everyone, good and evil, who helped him get here. Before he gets completely weird, Anya takes Andrew down the hall. Buffy tries to say something to Dawn but Dawn stops her because anything that Buffy tries to say will sound like “good bye,” something Dawn doesn’t want to hear. Buffy, Willow, Xander, and Giles are left. They talk about what they might do tomorrow. Buffy wants to shop at the mall and both Willow and Xander think it’s a good idea. Xander needs some new duds to go with his eye-patch. Giles is mortified in his uptight, British way. The four original Scoobies head toward their respective places with Buffy heading downstairs to the Seal.

At the Seal Faith hands Buffy a knife. Buffy, then Faith, then each of the Potentials cut their hands and drop blood onto the Seal opening it up. The army enters the Seal. Upstairs Willow nervously begins her spell with Kennedy watching. In the Hellmouth Spike is worried because the amulet, which he is wearing, doesn’t appear to be doing anything. Buffy isn’t worried. Buffy, Faith, Spike and the Potentials look down into a chasm and see thousands of übervamps waiting to munch on them. Buffy keeps telling the girls, in a not-so-convincing voice that she isn’t worried *provided* Willow can work her mojo before the übervamps see the Potentials. Of course, it’s at this precise moment that one of the übervamps looks up and sees the Slayers and Potentials. As one the army of übervamps moves towards Buffy’s army.

In Wood’s office Willow is working a spell on the Slayer’s scythe. As the power begins to flow from Willow into the scythe we see the end of Buffy’s speech about ‘choice.’ Buffy’s plan is for Willow to use the scythe to transform the Potentials into full-blown Slayers. So that, instead of two Slayers and a bunch of fifteen-year old girls facing the übervamps, the übervamps would face an army of Slayers. And not just the Potentials in Sunnydale. From the moment Willow works her mojo, any girl with the potential to be a slayer will be a slayer. Buffy wants the Potentials to make a choice - whether the girls are ready to be strong.

Willow’s spell works. All of the Potentials in the Hellmouth and around the world begin to surge with the energy, power, and skills of the Slayer line. As the army of übervamps surges forward the army of Slayers prepares to meet them. A massive fight ensues. Upstairs the power of the spell is still surging through Willow, but she hasn’t turned Dark. In fact, Willow’s hair has gone completely white and she is smiling blissfully and happily. As the spell ends Willow’s hair returns to its normal color. Willow gives the scythe to Kennedy who takes it to Buffy.

In the Hellmouth the two armies are fighting as Kennedy gives the scythe to Buffy. Several of the übervamps make it past the Slayers and head up to the high school. Upstairs Anya is nearly crippled with fear. Andrew tries to reassure Anya and suggests that she picture happy things, like bunnies. Thinking about bunnies pisses Anya off. Now she’s mad and ready to fight any übervamp that’s stupid enough to get in her way. Wood and Giles and Andrew and Anya each face übervamps who’ve made it from the basement. Wood and Giles are holding their own and Anya takes out several übervamps.

In the Hellmouth Spike’s amulet starts to take effect and causes Spike great pain, but he can’t take the amulet off. While Buffy is shouting instructions and encouragement to the Slayer army one of the übervamps stabs her from behind. Buffy falls to the ground, severely injured. Buffy passes the scythe to Faith and tells Faith to keep fighting. Upstairs Xander and Dawn lure three übervamps into a trap and dust them all with a serious dose of sunlight. Meanwhile several of The First’s Bringers have descended upon Andrew and Anya. Andrew tries to fight them off but, tragically, Anya is cut down from behind. In another part of the school one of the Bringers stabs Wood. Giles kills the Bringer and catches Wood before he can fall.

Downstairs in the Hellmouth the battle appears to be turning to the übervamp’s advantage. Buffy is still down and several of the young Slayers are killed, including Amanda, one of Buffy’s former students. The First makes an appearance as First-Buffy and taunts Buffy about her mortal wound. First-Buffy tells Buffy she came close to stopping the First, and that should really be good enough. Buffy finds the strength to stand up, despite her wound, catch the scythe which Rona has tossed, and send three übervamps off the precipice into the chasm below. The tide of the battle turns, and now the Slayers are winning. Suddenly Spike stumbles back towards the stairs leading to the school basement. The ceiling above Spike all the way to the roof of the school explodes in a column of light, bathing Spike in a column of golden light and activating the amulet. The sunlight explodes out of the amulet and fries all of the übervamps. Faith gets the Slayers out of the Hellmouth and out of the school. On their way they collect Andrew. Giles is helping Wood out of the school and Wood tells everyone to get on one of the school buses parked nearby. Xander, Dawn and Kennedy helping Willow leave the school as the building starts to fall down around them. Xander stops to look for Anya but Dawn drags him out of the school.

In the Hellmouth Spike tells Buffy that he can really feel his soul now, and that it really is there. Spike wants Buffy to leave, but Buffy wants Spike to take the amulet off and save himself. Spike tells buffy that he has to stay and finish the job. He knows that he has to. Buffy holds Spike’s hand, even as his hand catches fire. Buffy tells Spike that she loves him, but Spike doesn’t believe her, but thanks her anyway. As the Hellmouth begins to collapse Buffy dashes up the stairs.

Faith is the last person on the bus before it pulls away from Sunnydale High, without Buffy. Buffy is still in the building trying to get out. She races up the stairs towards the roof. Downstairs, Spike starts to laugh as his body slowly burns up from the power of the amulet. As Spike’s body disintegrates, so does the Hellmouth. Buffy runs across rooftops chasing the bus as the Hellmouth takes the town, building by building, with it. Buffy eventually leaps from a building landing on the roof of the bus as it drives towards the edge of town. At the edge of town Giles stops the bus. Buffy tells Giles that Spike helped to permanently close the Hellmouth. Andrew tells Xander that Anya died protecting Andrew’s life, and Xander is proud of Anya’s gift. In the bus Faith is worried about Wood’s injury. When Faith tells Wood that they won the war, Wood tells Faith that he’s going to hold her to their bargain. Giles, Dawn, Willow, Xander, Faith and Buffy stand at the edge of the enormous hole in the ground that used to be Sunnydale, California. Willow tells Buffy that she can feel the Slayers around the world coming into their birthright, getting stronger. Dawn’s a little upset that they destroyed the mall and thinks she may have fought on the wrong side. Giles thinks they have a lot of work to do, but Faith wants to sleep for a long time. And now they can because Buffy isn’t the only Slayer now. When Dawn asks Buffy what they should do now, Buffy smiles.