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As Xander (Nicholas Brendon) recovers at the hospital from having his eye gouged out by evil preacher Caleb (Nathan Fillion), Buffy (Sarah Michelle Gellar) licks her own wounds and deals with the emotional fallout of having dragged her friends and the potentials into an ambush. Meanwhile, the citizens of Sunnydale -- including friendly demon Clem (James C. Leary) -- stage a mass exodus from their apocalypse-plagued town. Stopping by the deserted high school to pick up her things, Buffy again encounters The First's bible-thumping minion. Once more Caleb proves stronger than the Slayer, but Buffy learns some valuable information in the process of getting her butt kicked. Meanwhile, Spike (James Marsters) and Andrew (Tom Lenk) gather additional intelligence when Giles (Anthony Stewart Head) sends them to the site of one of Caleb's earlier atrocities. Back in Sunnydale, the restless potentials get a break from their training when Faith (Eliza Dushku) takes them to the Bronze to blow off some steam. Things turn ugly, however, when sinister cops arrive to arrest -- or kill -- the fugitive slayer. When she learns of the incident, Buffy blows her top, but a surprisingly mature Faith keeps her cool. Later, at a huge strategy session at the house, Buffy tries to convince the others that it's imperative to stage another siege on Caleb's winery hideout. She gets shot down -- not just by the beleaguered potentials, but by Xander, Anya (Emma Caulfield), Willow (Alyson Hannigan), Principal Wood (D.B. Woodside) and even Dawn (Michelle Trachtenberg); Spike, Buffy's staunchest ally, is still on reconnaissance. Despite her protests that there's no democracy during wartime, General Buffy finds herself deposed by a popular uprising. As for Faith, she's thrust into the unlikely role of replacement leader while her tearful fellow slayer strikes out on her own. Originally broadcast April 29, 2003, on UPN, "Empty Places" marked episode 141 of the cult-favorite series. The band playing during this episode's Bronze sequence is none other than Nerf Herder, the group that penned Buffy's memorable theme song.