A vampire turns around, a stake in it’s back. “Ow,” it declares, turning back to it’s prey. A young girl, a Slayer, suddenly gets nervous. She yells out loud that she quits! The vampire gives chase and insists that he’s not going to hurt her, just bite her: hasn’t she heard? It’s all the rage. As he turns around a corner, he runs straight into a stake – and this one hits the right target and he collapses into ash. Faith Lehane stands there, job done. The young Slayer, now currently in the arms of Watcher Rupert Giles, yells in excitement: “Oh my God! You’re her! You’re Buffy!”

Faith sighs as she turns around. “She’s calling me names, G,” she directs at Giles, only half-joking. “She’s a little confused, Faith. That’s the point.” The Slayer is excited – are they here to train her? She gets a little overwhelmed, saying she is ready for field work. Faith asks her: is that why you bailed on your squad? The Slayer stops, suddenly noticing that Faith and Giles have backed away. Are they scared of me? She turns, just as a vampire prepares to attack her, and, without thinking, stabs the vampire through the heart with her stake. Faith chuckles. “The first thing she’s got to learn, G, is not to keep her mouth open when she slays,” she states, as the dust causes the Slayer to cough.

The girl thanks them for the rescue, and says that she reckons she’s not quite ready for the Slayer Sanctuary. Giles has never heard of such a place. Apparently, it’s a place for Slayers that don’t want to fight, who didn’t get a choice in being chosen. She finally introduces herself as Courtney. Faith wants her to take them to this sanctuary.

Soon afterwards, the three are them are on a train, speeding through the European countryside, heading for a German town named Hanselstadt. Faith thinks it all looks like a old Dracula flick. Giles hopes that any Slayers they find hiding there can be convinced to join, maybe with Faith’s persuasion. Faith objects to this: if they don’t want to join the fight, then who is she to tell them they have to?

Approaching the town, however, Giles tells her to look out of the window. On the outskirts of the town, encircling it, are vampires. Throngs of them, all looking inward towards Handelstadt. They’re not allowed in, Courtney explains.

Once they’re safely inside the perimeter of Hanselstadt, they’re greeted by an Englishman, Duncan Fullworthe, an old colleague of Giles’, from the Watcher’s Council. At dinner, Fullworthe explains that the vampire’s won’t come into the town, as they’re aware of all the Slayers there – it’s not worth their trouble. Giles is concerned about this, knowing that it cannot possibly be a long term solution. Faith asks to meet with the Slayers, but Fullworthe is cagey – he wants to know their intentions. Giles says that he will ask the girls if they want to leave, and, should any of them choose to leave with them, what would Fullworthe say?

He surprises Giles by saying that there’s no point in fighting back and saving the world. Why should they try to protect the world that doesn’t want their help? Faith mentions that he sounds like someone she used to know and asks to be taken to the Slayer. Fullworthe asks Courtney to take her to the Slayer, who are in the town library. Faith suppresses a joke about Watchers and libraries when Giles tells her to go with Courtney, while he catches up with his old friend.

As Faith and Courtney head through the town towards the library, Faith can’t help but feel that she’s being watched and that all of this is some kind of trap. She also notices that there are no children around. An old lady, watching nearby, comments that they’re very grateful for the Slayers who watch their town.

When she reaches the library door, now convinced it’s a trap, Faith loses patience and boldly steps in. She reckons there’s nothing inside that she hasn’t faced before. And she’s right.

She suddenly comes face to face with a nightmare from her past. A large, gruesome vampire is in front of her and Faith barely whispers his name as she realises who he is. “The Third,” she echoes, in shock, frozen to the spot. She remembers back into her past, before she first arrived in Sunnydale…

Three vampires are converging on a younger Faith. The year is 1998. She’s only just been called. She dusts two of the vamps, but misses the heart of the third. He runs away, mocking her mistake. She let him go and the deaths of all those he hurt afterwards are her fault. Faith shakes herself out of the moment and strikes at the Third!

Courtney can only stand there and watch as Faith attacks mid-air! “Who are you screaming at?” she yells. Faith weaves, as ‘the Third’ heads for her neck, telling her she’s going to be bitten. In the library, still trying to reach Faith, Courtney doesn’t notice a mass of tentacles coming out of the shadows behind her.

In the dining room, Giles is telling them that every time a Slayer is hidden away, the vampire threat will become stronger. Giles says that the vampires are not being kept out: they are waiting to come in. Fullworthe looks at him and asks him if he has ever heard of a demon from Handelstadt. Giles shakes his head, but asks Fullworthe to go on. “Before I came to Handelstadt, it was feeding on the children – upon the expression of their fears and regrets.” Children are pure need, constantly, he explains, just like a vampire’s lust for blood.

In the library, Faith thinks the Third has bitten her and reacts accordingly. She drops to the floor, Courtney rushing to her aid. As she crouches beside her, Courtney hears something else in the room with her.

As she turns, she sees the tentacles, now a large mass, slithering greedily towards her. As they envelop her, she thinks she’s with her once-warring parents, now happy and content in her presence. But in reality, she’s wrapped inside the tentacles, a look of joy on her face, unaware that she’s now trapped.

Fullworthe puts down his tea and asks Giles if he’s ever wondered what it’s like to be a vampire. Giles doesn’t understand, but Duncan explains that vampire’s have a hunger that destined to never be satisfied. They won’t come in to Handelstadt because they know the demon is here. It calls to them, as it desires them: food. It used to take the town’s children, seemingly sacrificed by their own parents to keep the vampires at bay. And since the town has run out of children…

Giles gets up. The townspeople have been feeding their Slayers to the demon – in an effort to use the demon to keep the vampires out! Fullworthe reasons that as a Watcher, they’re used to sending Slayers to their deaths and that he’s found a way to save the town, but Giles thinks it’s revenge because he’s no longer needed or important. Fullworthe offers Giles a place in their community, but Rupert is getting up to walk away.

Fullworthe yells after him: the vampires came for this town and slaughtered them! And why? For giving counsel to the Slayers! He tells Giles to think of what he’s lost in service to Buffy, like that teacher he once loved, Jenny Calendar. Giles runs out of the building, heading towards Faith and Duncan is satisfied: he’ll be eaten by the demon, like everyone else.

Giles storms into the library, unsure of what he’ll face, but determined to reach his Slayer. He finds Courtney about to be eaten by the creature, a big gnarly mouth in it’s centre, with gleaming, sharp teeth. As Giles tries to get her free from the tentacles, Fullworthe appears behind him, brandishing a crossbow, armed, and locked on Giles. Even though he’s warned he’s going to regret this, Fullworthe is resolute – until Faith knocks him into the tenacles clutches. Distracted by it’s new treat, the creature loosens it’s grip on Courtney enough for Giles and Faith to free her. Fullworthe shouts back a Giles for help, begging him to save him, a fellow Watcher. He’s says sorry for what he’s done, but it’s too late, and the demon devours his head, with a crunch.

Faith declares that the demon’s last meal and starts her attack, not stopping her blows until there’s nothing left of the demon but pieces. The vampires on the border around the town see the debris, and realise that the demon has been killed.

Outside, the townspeople have gathered. They’re scared of the vampires coming and don’t know what to do. Courtney doesn’t care – she reckons they all deserve it for what they’ve done. But Faith walks past her, and starts, to Courtney’s surprise, handing out stakes.

“We’re Slayers. We don’t let people die, not even the crappy ones. You people wanna live?” she asks, drawing the attention of the crowd. Courtney says she hasn’t been trained, but Faith turns to her and tells her “that’s there’s only one lesson kid…”

She turns, ready to fight, the townspeople around her armed. “Aim for the heart.”