Joyce gets a CAT scan at the hospital while Buffy and Dawn wait impatiently for news. Dawn asks Buffy why it is called a "CAT Scan" (do they test it on cats, or does the machine look like a cat?). Back at The Magic Box, Giles and Tara admire the new phone book advertisement for the magic shop while Anya is disappointed that she is not personally mentioned. Xander complains about Riley destroying the vampire crypt alone in the previous episode, and then the entire gang continues their search for information regarding the Beast. Giles agrees that it was reckless on Riley's part, while Anya expresses relief that the task was already completed, because she really hadn't wanted to start her day off with a slaughter (which, she notes, "just goes to show how much I've grown!").
In Glory's luxurious headquarters, a demon named Dreg offers a spell to Glory, groveling before her as she tries on elegant shoes, debating on whether they make her ankles look bony. Dreg promises that this spell will allow Glory to find the Key. She just needs some supplies, and she finds the advertisement for The Magic Shop in the new phone book.
Riley finds the front door to Buffy's house open, a blanket on the steps, and Spike in Buffy's room, sniffing her clothes. Spike declares that Buffy wouldn't care that he was in her room, and that the clothes-sniffing was just normal predator activity. Riley responds, "Yeah, what's a little sweater-sniffing between sworn enemies?" Spike taunts Riley with his knowledge about Buffy's mother going to the hospital (which Buffy had failed to mention to Riley), as well as the time he and Buffy had spent together the previous evening eating, drinking, and talking. Spike insinuates Riley cannot keep Buffy satisfied, and Riley tells him to stay away from Buffy and throws him out into the sunlight, with his blanket. Riley shows up at the hospital to comfort Buffy, who seems relieved to see him. She directs him to sit with Dawn in the waiting room while she talks to their mother. Joyce confesses to Buffy that the doctors have found a "shadow" in her CAT scan, and they need to do an initial operation to evaluate her condition, and to discover whether surgery is an option.
At the Magic Box, the Scoobies continue to search for information that might indicate the origins, purpose, or weaknesses of Glory. Tara suggests that maybe the Beast is something that is too old for the books, which Giles believes may explain the presence of the Dagon Sphere, which is to ward against that "which cannot be named." They discuss the possibility that Glory may predate language itself, when she herself shows up there and buys several items for a spell. The gang is, of course, oblivious to her true identity, and she leaves the store without incident. Back at the hospital, the doctor tells Buffy her mother has a brain tumor and presents her with her mother's options. Ben, an intern, gets the doctor away from Buffy, giving her a break from the doctor's constant questions.
Riley takes Dawn to the park, where he tries to comfort her about her mother. Dawn tries to make Riley feel good by positively comparing him to Buffy's former boyfriend Angel, but unintentionally makes him feel worse: she relates that she thinks Riley is good for Buffy because Buffy was always in tears over her tumultuous relationship with Angel, but that she never cries over Riley - she never "gets that worked up" over him. The impact of this revelation is evident in his face - this is yet another way that he can see that Buffy has kept him at an emotional distance and that she feels no intensity in their relationship.
Back at the Magic Shop, Buffy talks with the gang about the possibility of helping her mother through the use of magics. However, while Willow expresses willingness to help if she can, Tara and Giles both insist that the magical and the medical are not meant to mix, and that any attempts they made to help Joyce would likely only make things worse. They encourage her to put her faith in the doctors. Anya sorts through receipts and realizes that Glory had been to the shop, and Giles had sold her items that allows her to perform an ancient transmogrification spell. Buffy takes off in search of Glory, despite the concerns of Giles and her friends that Glory will merely overpower her again.
At the Sunnydale Zoo, Glory steals a cobra and performs the spell with Dreg. Buffy arrives to stop her, temporarily interrupting the spell, but instead gets beaten up badly again. The cobra is transformed into a giant cobra monster with arms, and Glory sends the demon on a mission to locate the Key.
Riley arrives at the magic shop in search of Buffy, but Xander confronts him about destroying the vampire crypt. The gang tells Riley that Buffy went after Glory, and he demands to know why they would let her do something so dangerous. Giles reminds Riley that "let" is not an issue when Buffy sets her mind to something. Xander tells Riley that Buffy is so upset about the situation with her mom that she needs something tangible to fight, and then asks Riley what his excuse is for his own reckless actions. Buffy calls Giles from the hospital and tells him to take care of Dawn while she stays with her mother. She stays with her mother as the doctor tells her more bad news about Joyce's condition - she has a brain tumor, and they don't know yet if it is operable or not. Riley returns to Willy's bar to drink away his worries and again encounters the vampire Sandy. He allows her to bite him in the alley, but stakes her.
The cobra demon arrives at the magic shop and goes after Dawn. Dawn screams in fear and the cobra retreats. Giles and Buffy go after the demon and Buffy is able to choke it to death, although it had nearly reached its destination. Glory watches from a window, frustrated that her snake monster has failed to return in a timely manner. Joyce tells Dawn the truth about her health. Riley is there to comfort Buffy (wearing a turtleneck to hide his bite marks) but she refuses to accept comfort from him - she insists that she needs to stay strong for her family, refusing to cry. Joyce calls for Buffy and she turns and walks away, oblivious to his attempt to caress her face. Riley is left standing alone in the hallway, becoming increasingly frustrated with Buffy's inability or unwillingness to develop an emotional closeness with him, and to let herself be vulnerable around him.