All over the world young girls are being killed off by mysterious people in black hooded clothing. Willow's recovering from her magic addiction and problem by staying in England and learning how to control it with Giles' help. Soon she discovers something, with her heightened power, the hellmouth it's going to open. In Sunnydale Dawn's starting at the new Sunnydale High. While snooping around the new high school Buffy bumps into the new principal, Robin M. Wood who eventually offers her a job as a student counselor at the high school, Buffy jumps at the chance. After some warning from Buffy, Dawn has first hand experiences of the more hellish ways of Sunnydale High. Buffy also finds Spike, living in the basement of Sunnydale High, a bit out of his mind. After some weird encounters with Spike, Buffy eventually finds out that Spike has got his soul back and this is what's made him act a little crazy. Willow soon arrives back from England, only due to her in trepidation of returning back a spell of her's misfires and she's put in serious danger. Meanwhile Anya's trying desperately to rekindle her old vengeance demon ways but she's finding it harder than ever to inflict proper pain on anyone without feeling awful herself. This leads to her having to make a decision, being a vengeance demon or not. But in the process of her powers being taken away, Halfrek is killed as a repercussion of the situation. Buffy feels that Spike shouldn't be living in the basement, because it doesn't seem to be doing him any good and there's something else down there. He then lives with Xander, sharing his apartment. But Spike doesn't seem to be as good as he's meant to be with a soul as he's still drinking and siring people. It appears something else is controlling him and so Buffy takes him home so that they can find out more about it from him. Meanwhile, Andrew has returned from Mexico and is himself doing a few things to help some greater evil. This greater evil is in fact The First, the same evil that was plaguing Angel before. The Bringers kidnap Spike and use his blood to unleash a Turok-Han, an uber vampire, to kill the slayer. Giles returns to Sunnydale with some girls who are potential slayers. He scouring the world for them. The First wants to knock out the line of slayers, and the final one will be Buffy. The Turok-Han is also set after Buffy. After a first few initial battles whereby Buffy's beaten to a pulp she gains her focus and kills it, in full view of the potentials to show them that there's nothing to fear. Andrew settles into the Buffy household where he is now a captive. On the search for new potentials, Dawn is mistaken for one and puts her life on the line thinking she is one but she isn't. Robin & Buffy go out on their first date, and it appears Robin isn't all he seemed to be, but is in fact the son of a previous slayer - Nikki Wood, whom Spike killed and Robin's up for some vengeance when The First tells him who killed his mother. Robin brings with him some old things of his mother's. Buffy uses them to find a way back to the origins of the first slayer. She needs more power, but when offered it she declines. Robin manages to find a perfect opportunity to kill Spike, with Giles' help. However things don't go as planned and Buffy is in time to see it all stopped with Spike now not under control of The First and Robin very bruised. A rift is caused between Buffy and Giles after this event. Faith's soon back into the mix when she returns from LA with Willow. The potentials immediately take a shine to her. Another new arrival in Sunnydale is a preacher called Caleb who is working on behalf of the First. Buffy hatches a plan to take him on, with the potentials. But the plan goes sour, many potentials are killed and Xander's eye is poked out, literally. The potentials and the rest of the gang turn on Buffy and want Faith to lead them. Buffy heads off. Things aren't as rosy with Faith as their leader when the potentials fall into a trick, a bomb planted by Caleb/Bringers. Buffy on the other hand, after a pep talk from Spike, has managed to make her way to what Caleb was looking for. A scythe made especially for slayers, for her to fight the final fight. Buffy rejoins the rest of the gang and they get a plan for the final battle, after she gets more information on it from an old friend - Angel. An amulet needs to be warn by a champion, he volunteers but Buffy doesn't want him there. Angel leaves and it's Spike's duty to be that champion. The potentials, Spike and the slayers head into the hellmouth with the rest of the gang (including Andrew) guarding the rest of the school. With the essence of the scythe, Willow imbues the power of it to all potentials creating thousands of slayers worldwide. As the battle rages on Anya falls in battle, as does Spike. Sunnydale is sucked into the hellmouth and everything is destroyed with the survivors just about getting away in time.