Colonel McNamara talks with a superior about plans for the Initiative, getting Riley back and dealing with Buffy. Spike tells Adam that Buffy is going to be a difficult challenge to defeat and he shouldn't underestimate her. Spike talks about killing two slayers and not being able to kill Buffy, especially because of the chip now in his head. The two plan to separate Buffy from her Slayerette friends. Still upset about what happened between her and Angel, Buffy returns from L.A. to her empty dorm room. Xander brings Riley some rather colorful clothes to wear, and they talk about their mutual distaste for Angel, Riley having being told by Buffy about her previous relationship with him. However it emerges that she may have told him the truth about the relationship but not the whole truth as while he was aware that Angel lost his soul, Xander accidentally tells Riley that having sex with Buffy was the trigger that set Angelus free.
Giles is practicing his singing when Spike surprises him by showing up in his apartment. Spike talks with Giles about files inside the Initiative that he might be able to get for a very large price. Spike tells Giles that Buffy doesn't respect her former watcher anymore, and that upsets Giles. Willow and Tara play with their new kitten while planning their class schedule for next year. They also talk about future housing plans, but Willow hasn't talked with Buffy yet and isn't sure what she wants to do now that things have changed so much.
Riley goes to Buffy in the funny clown pants Xander gave him to wear. Using a radio, he's tapped into the Initiative and is making sure he's aware of everything going on with the operation. She mentions that Angel upset her, but she doesn't want to talk about it and Riley leaves. Xander and Anya bring Spike fatigues to wear and a gun. Spike can't believe his luck that he would be given a weapon and points it at Xander intending to shoot, only for the chip to go off in his head. Turns out the chip doesn't allow Spike to point weapons at people... and the gun was fake anyway. Spike continues to tear apart the Scooby gang by making Xander feel unwanted by convincing him that the rest of the gang doesn't feel he's useful.
Buffy goes patrolling and runs into Forrest, who is also looking for Adam. They argue as they go into a cave and find Adam. The three of them fight, Adam skewers Forrest and Buffy makes a run for it. Limping, she falls and slides down a hill, hitting her head on a rock. Pretending to have sneaked into the Initiative and retrieved some disks with information, Spike charges into Giles's place. Giles continues to get drunk while Willow tries to decrypt the disks. Spike talks to Willow and Tara about their Wicca interest and how her friends don't seem to support it. Willow thinks that means that their friends aren't accepting their romantic relationship.
Riley hears that there is trouble on the streets through his radio and goes to check it out. He finds that it is Angel fighting off the commandos, and Riley refuses to let Angel go see Buffy. The two have a brutal fight, of which Angel is clearly the victor. Since the fight is personal for both combatants, no punches are pulled. Angel, who normally refrains from using his superior physical strength against a human and still stinging from Buffy's recent comments in LA, holds nothing back in the fight. Similarly, Riley, having just learned what makes Angel lose his soul, uses every weapon (literally) on him. During the fight, Riley uses his tazer, a bottle, and his baton on Angel. However, these weapons prove futile in comparison to Angel's brute strength, better fighting skills, and experience. The fight violently ends when Riley, having momentarily stunned Angel with his tazer, is lifted by Angel and thrown into several trash cans. Angel then picks him up again and throws him once again into the side of a building. Finally, both run off when a military truck comes down the street. Buffy returns to her dorm room and Angel shows up. As Angel tries to talk to Buffy, Riley barges in and raises a gun to Angel. Angel taunts Riley and the two come to blows again. Buffy separates them and wants to talk to Angel alone.
Buffy goes off on Angel and then they laugh when Angel confesses he came to make up. Buffy admits that he was correct when he said they're both leaving separate lives and she had no right to just show up and tell him how to do things. The two part on friendly terms, although Angel stops to state that he doesn't like Riley. Spike reports back to Adam, happy to have split up the Scooby Gang. Riley is worried that Buffy has reunited with Angel, confesses that he already knows about how Angel can lose his soul. They profess their love to each other but then Buffy gives him the bad news that Forrest is dead. Riley is clearly distraught and leaves quickly.
The damage that Spike has done to the gang starts to become clear as gang breaks out into a fight. While Tara and Anya sneak into the bathroom and hide, Buffy goes off on Xander for telling him details about her and Angel's relationship and argues that she is going to take on Adam alone. Giles is incredibly drunk and makes funny comments in the background. Xander complains that his friends don't need him and Willow complains that Buffy doesn't accept Tara, revealing their relationship to Xander and Giles. While Giles goes to sleep the alcohol off, Buffy leaves, telling her friends that she doesn't need them as she has someone else she can depend on... little realising that Riley has gone to Adam's lair.