Buffy is chased by a vampire, which she fights and then stakes. Her well-thought puns are not appreciated. Spike watches from a distance and promises trouble, but he is struck by Tasers and carried off by the masked and heavily armed people lurking in the Sunnydale shadows. At the Bronze, the gang talks about college and why they're still hanging at the Bronze, and then to their surprise Giles joins them. Veruca's band, "Shy" starts to play and all the guys are mesmerized by her singing.
The next morning, Willow wakes up in Oz's bed and they talk about how they'll be apart for three nights while there's a full moon keeping Oz locked up, and a Wicca group is meeting on those three nights. At school, Buffy gets a great grade on a Psychology paper and Professor Walsh asks her to lead a discussion group on the topic. Willow is actually academically envious of Buffy. Veruca invites Oz to sit with her at lunch, which he accepts since there is room for Willow and they start talking amps. Willow arrives, and is lost by their terminology, leading everyone to flee the incredibly awkward situation. Buffy tells Willow not to worry about Oz.
That night, Oz locks himself into a cage in a crypt but he breaks free. As Professor Walsh is leaving the school that night, Oz jumps out at her. Another werewolf appears and while Professor Walsh runs and hides in the bushes, the two werewolves jump out and fight with each other. Oz wakes up the next morning to see that the other werewolf is Veruca. They sneak into the campus laundry room for clothes and Veruca appeals to the animal within him. Willow shows up at Oz's and instead of being welcomed with opened arms, Oz is closed off and so she leaves. Buffy informs Giles of the two werewolves being spotted on campus and later goes to Oz, but he says he doesn't remember anything about what happened when he got out. Desperate for a male perspective, Willow asks Xander about Oz and he suggests they talk and work it out.
Oz arranges for Veruca to meet him in the crypt that night. He wants her to lock herself in the cage with him so no one gets hurt, and finally gets her into the cage. The next morning, breakfast foods in hand, Willow arrives and is shocked to see Oz and Veruca curled up naked together. After Oz gets dressed and in an uncharacteristic burst of anger orders Veruca out, he tries to explain things to Willow, but she doesn't want to hear it. She asks him if he had feelings for Veruca, which he denies, only that he could sense something, to which she asks if he wanted her 'in an animal way', more than he wanted her, and runs off crying.
Walking home in a dazed state, Willow walks in front of an oncoming car, which Buffy can't save her from, but Riley happens to be there and does. Buffy takes Willow back to their dorm and then goes to take care of Veruca. Using Oz's heightened senses to lead the way, Buffy and Oz go looking for Veruca. They find her clothes and then come to the conclusion that she's gone after Willow. Willow is in one of the campus labs, conjuring a spell that will prove to be devastating revenge against Oz and Veruca. She can't bring herself to complete the spell, however, and Veruca then enters, locking the door with intent to kill Willow when the sun goes down and get her out of the way. Just in time, Oz breaks in and the two werewolves fight until Oz rips Veruca's throat out. Before he can attack Willow, Buffy arrives and tranquilizes him, and then comforts Willow, who is severely traumatized by what she has seen.
The next day, Buffy talks to Giles about a heavily armed guy she ran into while searching for Veruca who was dressed the same way as the guys they ran into on Halloween. Willow finds Oz in his room, packing. Unsure of what separates him from the wolf, he is leaving until he can figure it out. Oz tells Willow he only ever loved her and then walks out. After a brief hesitation, he drives off in his van.