| No. | Title | Guests | Villains | ||
|---|---|---|---|---|---|
| 123 | Lessons | Principal Wood, Spike | zombie ghosts | ||
| Principal Wood makes his first appearance as a rebuilt Sunnydale High school opens. Buffy gets a job at the school. Spike's soul has deranged him. Willow is recovering in England with Giles. | |||||
| 124 | Beneath You | Spike, Nancy | Sluggoth demon worm | ||
| Spike and Buffy both feel that something bad is coming. Anyanka (Anya) is back to granting vengeance wishes. Buffy finds out that Spike has a soul. | |||||
| 125 | Same Time, Same Place | Willow | Gnarl | ||
| Willow returns to Sunnydale but is not visible to her friends. | |||||
| 126 | Help | Cassie | Avilas, Peter | ||
| 127 | Selfless | D'hoffryn | Anya / Anyanka, Halfrek, spider demon | ||
| Halfrek is killed to undo one of Anyanka's spells. | |||||
| 128 | Him | RJ | |||
| 129 | Conversations With Dead People | Andrew, Jonathan | The First (as dead people), Holden | ||
| Jonathan is killed by Andrew under the influence of The First. | |||||
| 130 | Sleeper | Giles | Spike (under control by The First) | ||
| 131 | Never Leave Me | Principal Wood, Andrew | The First and its minions, The Bringers | ||
| 132 | Bring On The Night | potential Slayers, Giles, Andrew | The First, the Turok-Han | ||
| Anabelle (who gets killed), Kennedy and Molly make their first appearance as potential Slayers. | |||||
| 133 | Show Time | potential Slayers, Giles, Andrew | The First, the Turok-Han | ||
| Rona, Eve (who is killed) and Nora make their first appearance as a potential Slayers. | |||||
| 134 | Potential | potential Slayers, Giles, Andrew | The Bringers | ||
| Vi and Amanda make their first appearance as a potential Slayers. | |||||
| 135 | The Killer In Me | Giles | Warren (Willow), Amy | ||
| 136 | First Date | potential Slayers, Principal Wood | Lyssa, The First | ||
| Chao-Ann makes her first appearance as a potential Slayer. Principal Wood is revealed as the son of a Slayer. He learns that Spike killed his mother. | |||||
| 137 | Get It Done | Principal Wood | The First | ||
| Chloe makes her first appearance as a potential Slayer. She later kills herself. | |||||
| 138 | Story Teller | Principal Wood, Andrew | |||
| 139 | Lies My Parents Told Me | Principal Wood | |||
| 140 | Dirty Girls | Faith, potential Slayers | The First, Caleb, The Bringers | ||
| Caleb, a preacher makes his first appearance. Shannon makes her first appearance as a potential Slayer. Molly is killed. | |||||
| 141 | Empty Places | Faith, Principal Wood, Andrew | The First, Caleb | ||
| 142 | Touched | Faith, Principal Wood, Andrew | The First, Caleb, the Bringers | ||
| Faith takes over leadership of the group. Principal Wood and Faith have sex. Willow and Kennedy have sex. | |||||
| 143 | End Of Days | Faith, Principal Wood, Angel | The First, Caleb, the Turok-Hans | ||
| 144 | Chosen | Faith, Principal Wood, Angel, potential Slayers | The First, Caleb, the Turok-Hans | ||
| Buffy kills Caleb and defeats The First by getting Willow to run a spell to change all potentials into Slayers. Anya and Spike are killed. Sunnydale is destroyed. | |||||
