Giles leads the Potentials out to the desert to go on the self discovery path the Buffy once experienced.  Meanwhile, Willow and Kennedy (a Potential) start to hit it off but, when they kiss, Willow starts to turn into Warren.  Willow and Kennedy go to the old Wicca group to see if they can help.  When they can't Willow leaves but Kennedy learns that this is a spell cast by Amy who is jealous of Willows power.  Spike's chip is messing up so he and Buffy head out to the old Initiative HQ to see what they can find out.  The rest of the gang, after discovering that Giles was last seen before coming to Sunnydale with a axe coming for his head, try to determine whether he's real or a manifestation of the First.