Buffy and Faith are out on patrol and kicking some undead booty. Faith however, isn't totally focused on the job though and asks Buffy if she's ever done it with Xander. Buffy thinks this line of questioning is a little strange and tells Faith that her and Xander are just friends, nothing more. Their conversation is interupted by the arrival of a vampire with a long sword and a short sword which they manage to kill.

The next day, the slayerettes and Buffy are looking to the future, discussing college and what they'll do after school finishes.

There is someone new waiting for Buffy in the library. Her and Faith's new Watcher, a very stuffy Brit called Wesley Wyndham-Pryce. Buffy dispenses with the plesantaries and asks if he's evil - because "the last one was evil" (Gwendolyn). Both Slayer's ignore Wesley as much as they can while they report to Giles about the vampire with the swords. Welsey orders Buffy to retrieve an amulet which belonged to a demon called Balthazar. Buffy grudgingly does as she's told.

That night Buffy heads off to the tomb where the amulet is supposed to be, but is disturbed by Balthazar's vampires. She hides and doesn't come out until the vamps are gone and Faith walks in. They find the vamps waiting outside and dust some of the vampires as well as getting the amulet back.

The next morning Buffy gives Wesley the amulet before heading off to take an important Chemistry test. However, Buffy isn't that focused and talk to Xander and Willow (who are trying to take the test). After a few attempts to get her to shut up, Faith pops up at the window and persuades Buffy to blow off the rest of the test and go and dust the rest of the vampires that attacked them.

After they finish they head off to the Bronze for some fun and frollics. Angel walks in and sees buffy dancing with a group of lads. Buffy is acting strangely and is very pleased to see Angel, jumping up onto him. He tries to ignore her strange behaviour and tells her that Balthazar isn't really dead and he wants his amulet back. Just then Wesley walks in looking for Faith and Buffy. Angel asks if the amulet is in a safe place and Buffy fishes it out of Welsey's pocket (not a safe place) and gives it to Angel (who will put it in a safe place).

Buffy and Faith decide to try and find Balthazar and kill him. They do find him, he's a disgustingly pink and slimy demon that muct be kept in a big tub of water and be kept constantly wet. Unfortunately, the two Slayers are under weaponed and Faith breaks into a hardware shop to steal some. buffy initially doesn't want to do this but Faith persuades her. The police turn up and arrest them, but Faith isn't a girl to be kept down and with Buffy's help she kicks the metal grate splitting the front of the cop car from the back, causing the car to crash and letting them escape. The next morning Buffy checks the papers for any mention of the accident but there's nothing.

Balthazar tells his hench vamps to bring the two Watchers to him and the two Slayers to be killed so he can get his amulet back and be returned to full strength.

After school, Willow comes around to Buffy's house complete with a protection spell and is all ready for a night's Slaying, until Buffy tells her that it is too dangerous. Faith shows up and her and Buffy go out together, leaving Willow feeling a little left out and a little jealous.

The two of them are patrolling the town when they are jumped by a couple of Balthazar's vampires which they manage to dust. Unfortunately, just then Allan (the Deputy mayor) walks out from an alley and Faith stakes him before she realises who or what Allan is. Buffy tries to save his life but it's too late for him and he dies. Both Slayer's flee the scene in different directions, Buffy runs into Angel at the bottom of the alley and he tells her that Balthazar has kidnapped the two Watchers so Buffy goes to save them. Faith however, comes back to Allan's body and just stares at it.

Balthazar has Wesley and Giles and is questioning them as to the whereabouts of his amulet. Giles won't say a word, but Wesley the lily-livered little coward that he seems to be is willing to get Angel killed so that he can live. Giles is not impressed. Angel and Buffy show up to save the day and they free the Watchers and get down to the business of fighting. when Balthazar catches Angel, Buffy tosses live electrical cables into his tub of water, frying him.

That night, the Mayor is in his office performing a ceremony that will make in invincible until he ascends.

Buffy confronts Faith about Allan's death, but Faith pretends that the death didn't affect her at all and that she doesn't care about taking another person's life.