"Empty Places" is the 19th episode of the seventh and final season of the television series Buffy the Vampire Slayer.
At the deserted school, Buffy is confronted by Caleb, who grabs her by the neck and throws her through a window into a wall, rendering her unconscious.
After she awakens, Buffy returns home to discover that Faith has taken Dawn and the Potentials to The Bronze for a night of relaxation.
After they run into trouble with the police, who threaten to kill or injure Faith, and briefly hold Dawn and the Potentials' hostage at the Bronze, Buffy confronts the group, minus the absent Spike and Andrew, and demands that they make better choices, and reveals her plans for another attack.
But at this point, the Potentials, as well as Dawn, Willow, Xander, Anya, Giles and Principal Wood, tell Buffy that they no longer trust her leadership.