The citizens of Sunnydale flee en masse and Sunnydale becomes a ghost town. Willow uses magic to get information from the police on Caleb, and Spike and Andrew leave to pursue a lead. They discover an engraving on a plaque that states that the power they are searching for is to be wielded by "her" alone. At the deserted school Buffy is confronted by Caleb, who beats her unconscious. After a brief period of unconsciousness, Buffy returns home to discover that Faith has taken Dawn and the Potentials to the Bronze for a night of relaxation. After they run into trouble with the police - during which the police threaten to kill or injure Faith and briefly hold the Potentials hostage at the Bronze - Buffy confronts the group and demands that they make better choices, and reveals her plans for another attack. At this point (before Spike and Andrew return) the Potentials, as well as Dawn, Willow, Xander, Anya, and Giles, tell Buffy that they no longer trust her leadership. At Dawn's request, Buffy leaves the house and Faith reluctantly becomes the new leader.
When in the hospital after losing an eye, Xander says, "Oh, you know the best part is? No one will ever make me watch Jaws 3D again." The director of the episode, James Contner, was also a cinematographer on Jaws 3D.
The officer who says to Faith "You'll have to come with us, Miss. Outstanding warrant," was played by the same actor as the villain Billy Blim in the Angel episode "Billy".
The football helmet that Andrew wears while riding behind Spike on Spike's motorcycle is the same helmet that Dawn wore in "Bargaining, Part Two".