Spike's unorthodox coven is revealed, along with their plans to continue Willow's work and save humanity, but they're struggling with spells, and the brutality of the vampires against witches had deep ramifications.

But Buffy is having visions of the past that brings up conflict with Spike, as well as guilt. Can they find a way to make the spells work, find out what part Thessaly plays in all of this, as well as deal with a threat more deadly than perpetual darkness?