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. ~ Brian J. Dillard, All Movie Guide
The citizens of Sunnydale flee en masse and Sunnydale becomes a ghost town. Willow uses magic to get information from the police on Caleb, and Spike and Andrew leave to pursue a lead. They discover an engraving on a plaque that states that the power they are searching for is to be wielded by "her" alone. At the deserted school Buffy is confronted by Caleb, who beats her unconscious. After a brief "nap", 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 - during which the police threaten to kill or injure Faith and briefly hold the Potentials hostage at the Bronze - Buffy confronts the group and demands that they make better choices, and reveals her plans for another attack. At this point (before Spike and Andrew return) the Potentials as well as Dawn, Willow, Xander, Anya, and Giles, tell Buffy that they no longer trust her leadership. At Dawn's request, Buffy leaves the house and Faith reluctantly becomes the new leader.
As a special in-joke to mark the Bronze's sendoff, the band performing is Nerf Herder, the same band that performs the show's theme song. This in-joke is reinforced via a Dawn-Kennedy conversation stating "I think this band might actually be one of the signs [of the apocalypse]."
The football helmet that Andrew wears while riding behind Spike on Spike's motorcycle is the same helmet that Dawn wore in "Bargaining, Part Two".
The officer who says to Faith "You'll have to come with us, Miss. Outstanding warrant," was played by the same actor as the villain Billy Blim in the Angel episode "Billy".
While arguing with Buffy, Giles says that she is fighting "windmills", as opposed to something real. This is a reference to the Spanish book Don Quixote, in which the main character fantasizes that he is a knight and that a collection of windmills at La Mancha are ferocious giants.
Continuity
This episode marks the final appearance of The Bronze, which has been a recurring element of the show since the very first episode.
Arc significance
This episode marks the final appearance of the character Clem, who leaves Sunnydale with the other residents.
The extent of the exodus from Sunnydale is shown more explicitly in this episode (the massive traffic jam, the totally deserted school).
Buffy is ejected from the house and Faith is put in charge of the Potentials.