Empty Places

The citizens of Sunnydale flee en masse to escape the Hellmouth and Sunnydale becomes a ghost town. Buffy spots Clem in his car on his way out and the two chat, with him suggesting that Buffy leaves town for this particular apocalypse.

Giles and Willow go to get information from the police on Caleb, with Willow using some mind control to convince the officer that they are with Interpol. 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 grabs her by the neck and throws her through a window into a wall, rendering 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 Dawn and the Potentials hostage at the Bronze), Buffy confronts the group and demands that they make better choices, and reveals her plans for another attack.

But at this point (before Spike and Andrew return), the Potentials, as well as Dawn, Willow, Xander, Anya, Giles and Principal Wood, tell Buffy that they no longer trust her leadership. At Dawn's request, Buffy leaves the house and Faith reluctantly becomes the new leader.

• The band playing at the Bronze that is discussed between Dawn and Kennedy is Nerf Herder who composed the theme song for Buffy.
• Nerf Herder previously played at the Bronze once before in the season 4 episode "Who Are You?", the second part of the storyline where Buffy and Faith swapped bodies.

Wikiquote has quotations related to: Empty Places

• "Empty Places" at IMDb
• "Empty Places" at TV.com