Willow, Anya, and Xander play poker and discuss Xander's plans to start selling the incredibly healthy Boost bars. They question the intentions of Riley and the Initiative. Buffy impresses Professor Walsh as she quickly passes a test of her strengths and fighting talents. Buffy talks about her night with Willow, but Willow's quiet evening spent with Xander and Anya doesn't seem to compare. The Scooby Gang has plans that night to meet at The Bronze; Willow is upset that Buffy is not visibly excited.
Giles visits Spike at his new crypt and gives Spike his money. Spike tries to make it clear that he has no interest in helping them anymore, wants nothing more to do with them and doesn't want any of the Scoobies to come begging to his door for help. Riley takes Buffy into the Initiative, which she is incredibly impressed to see. Led by Professor Walsh, Buffy is given the tour of the facility, and is made a member of their team. Tara tries to give a crystal to Willow, a family heirloom, but Willow doesn't want to accept the powerful magical implement. Tara invites Willow to try some spells with the crystal that night, but Willow cites earlier plans. Professor Walsh enters their secure labs and room 314. After exchanging words with her colleague, Dr. Angleman, Professor Walsh checks up on her special project, which is revealed to be a part-demon, part-human creature named Adam.
Buffy is an hour late meeting her friends, and when she does show, she brings Riley and other Initiative members. Willow and Buffy talk about things, and Buffy reveals that she is now working with the Initiative. Willow questions how much trust Buffy should put in with them, and then Buffy rushes off with Riley and friends when all of their pagers go off. After being abandoned by Buffy, Willow goes to Tara's dorm room after all. Buffy and the commandos go out in teams to find and bring back a Polgara demon. Forrest is head of his own team, but is still upset because Buffy took his spot on Riley's "Alpha team."
Forrest spots Hostile 17 (Spike) and sends his team after the vampire. As Spike is running away, they shoot him with a tracer so that they will be able to track him. The Polgara demon attacks the Alpha team; Buffy and Riley team up and fight it together. Afterwards, they go to Riley's dorm room and have sex for the first time. Professor Walsh watches from a secret camera hidden in Riley's room. Desperate and unable to shake off the commandos, Spike goes to Giles for help and is forced to repay the remaining money from Giles's payment in exchange for the Scoobies' help. Waking up that morning, Buffy is a little surprised to see that Riley is still in bed by her side when she wakes. They talk, but when Buffy asks about 314, Riley gets a call from Professor Walsh, requesting his help. Walsh talks with Dr. Angleman and they decide that it is time to go with their plan to get rid of Buffy.
Giles tries to remove the tracer from Spike's shoulder, but it's difficult and they don't have much time. Buffy gets back to her dorm room just as Willow is also returning from her night out, now carrying the crystal she had previously refused to accept from Tara. Buffy is beeped by the Initiative and is sent on a new mission. Wearing a microphone and camera, complete with a heart monitor, Buffy goes on the mission alone, but it turns out to be a trap set by Professor Walsh and the Initiative, with Buffy trapped in a sewer with two demons she had previously seen anesthetized in the Initiative's facility. Riley goes out with Forrest's team to find and recover Hostile 17.
With Willow doing a spell to buy them time, and Spike passed out from drinking to anesthetize him for "surgery," Giles continues his attempts to get the tracer out of the vampire's shoulder. It is finally removed and flushed down the toilet just in time to save Spike from Riley and his team. Buffy fights with two demons, and the heart monitor loses her heartbeat when it drops, it falls to the ground. When Riley returns from his mission, Professor Walsh informs him that Buffy is dead. Having killed the two demons, Buffy comes on to the video camera and informs Walsh that her attempts to kill the Slayer have failed. Riley sees this, and then walks out on Walsh.
Buffy returns to Giles's place, now very upset that the Initiative cannot be trusted. Walsh talks to the sleeping creature, Adam. An arm from the Polgara demon that Buffy and Riley were sent out to capture has been attached to him. The Initiative has not only been running tests, but using various body parts from demons to build Adam. When Adam wakes, he spears Professor Walsh with a tusk growing from his hand, speaking one word, "Mommy."