After dropping her bombshell that the Initiative is bad, Buffy quickly fills the rest of the gang in on what the Initiative are up to and that Professor Walsh tried to kill her. Xander voices the others concerns that Riley might be involved with the deadly mission that Walsh sent Buffy on. Buffy doesn't want to believe it.

Adam escapes the Initiative compound through a very Bat-Cave entrance in the woods and out into Sunnydale.

Back at Giles's Buffy is making sure that everyone is well armed. She tells them that they are not safe here, they need somewhere to hide until they can come up with a plan. She suggests Xander's basement which Xander, Anya and Willow agree on (mainly because of the glitter ball) but Giles dosen't want to spend his time in that dank hole. Riley shows up (thus proving that it isn't a safe place to be) and is full of concern for Buffy. The others are hostile towards him and matters aren't helped when Riley spots Hostile 17 (Spike). He asks Buffy what's going on, and Buffy tries to explain that it isn't as bad as it looks. Spike leaves them to it, braving the sunlight to get home.

Riley gets all upset when Buffy and the others say that Walsh isn't as good or nice as she seems. Riley won't belive that she could do anything wrong.

There is a young boy playing with toys in the woods. Adam sees him and goes over. The boy isn't scared of him and when Adam asks the boy what he is the boy tells him that he is a monster. Adam asks a couple more questions before the boy notices the Polgara spike and asks what it is. Adam smiles nastily at him.

Back at the Initiative HQ, Angleman goes into room 314 and first notices that Adam is gone, then he slips over in a pool of blood and sees Walsh lying in a pool of blood, very dead.

Giles is woken up by Xander's glitter ball shining in his eye, and it's obvious that he's had a very uncomfortable night on a blow-up chair. He is very grumpy and turns off the Roadrunner cartoon that the girls are watching, which they are not too pleased with. The girls talk about horrible relationships and Anya tells Buffy that she should get a boyfriend like Xander, a nice normal guy. Buffy says that she thought Riley was. Anya adds that Buffy's not allowed to have Xander. Xander then hurries down the stairs, which a breakfast tray telling them to turn the TV on again. It's a news report about the murder of a little boy in the woods who has been skewered and then mutilated. Buffy thinks it is the Polgara demon and vows to stop it. A speechthat would have been more effective if she wasn't wearing sushi-print pajyama's.

Forrest bumps into Riley coming into Lowell House after walking the streets all night, thinking about what Buffy had said. They chat for a bit and Forrest suggests that maybe Buffy isn't as good as she seems which is why Maggie wanted her out of the way. Graham bursts in with the new that Walsh is dead. They go down to look themselves. Forrest takes one look at the fatal wound and says that Walsh was staked, implying that Buffy is the murderer. Riley reckons it's the Polgara demon and says that he's going to go after it. Angleman tells him that the government had locked them down, but Riley goes against his orders anyway taking Alpha team out to find the Polgara demon.

Forrest and Graham are searching the crypts and go into Spike's. There's evidence that he was there recently but not now. After they leave, Spike peeps out of his hiding place under a corpse to check that the coast is clear. He's not impressed that Forrest smashed his TV.

Buffy is at the scene of the crime and when Riley inevitably shows up she tries to apologise but he is practically ignoring her. He tells her that Walsh was killed by the Polgara demon and asks her if she's happy now Walsh is dead. Disgusted, Buffy walks away.

Buffy goes to Willy, if anyone knows what's going on in Sunnydale he does, but he hasn't heard anything about the Polgara demon since it got captured by the Initiative. It's obvious that he doesn't like the commando guys (well they are imprisoning his customers). Riley walks in and is very angry to see Buffy consorting with demons, he even pulls a gun on one of the customers. Buffy gets angry too, until she notices that Riley is sicvk and getting worse with every passing moment. He's shaking and sweating and scratching compulsively at his hand until it bleeds. Buffy takes him to Xander's and puts him to bed, trying to get him to rest. She bandages his hand with her headscarf to stop him scratching it.

Buffy asks Xander to come with her and help infiltrate the Initiative. Xander agrees, but Anya doesn't want him to go, reminding Buffy that Xander is her boyfriend.

Willow goes to see Tara and asks her to help her perform a location spell which will show up every demon in Sunnydale, a different colour for each species. Part of the ritual is to blow golden dust over the representation of Sunnydale but Tara hides hers under the bed and it looks as if the ritual didn't work. Willow doesn't know that Tara hid the dust. Buffy dresses up as a scientist (complete with glasses) and Xander gets his army fatigues out again and they break into the HQ, Buffy's ID still works. They overhear Angleman and another doctor talking about how all the commandos are out of synch with their medication (it's put in their food and is the vitamin tablets that Riley takes) it becomes apparent that when they go into withdrawal they suffer very badly, becoming irrational and violent.

Spike goes to Willy's for some good blood but is beaten up by another demon because Spike has been killing his own. He's warned that if he continues to help Buffy he'll be killed.

Buffy follows Angleman and corners him, wanting to know exactly what drugs he's been giving the commandos and what was going on in room 314. Riley shows up to help Buffy but still refuses to belive that Walsh was bad. Before Angleman can reply the dead body of a commando is dropped down from above them. Adam says that he was in 314 and easily jumps down 20 feet to join them. He wants to know who and what he is and feels that the Initiative is the best place to find out.

Adam has a disk drive implanted in his chest and he puts in a disk labelled "Adam". He reads the information saying that he is a part human- part robotic demonoid. He tells Riley that they are brothers, even though Riley had a birth mother, Walsh was also his mother as she shaped him and turned him into a human machine. Adam kills Dr. Angleman and stabs Riley. Buffy attacks him and takes a beating, Xander also tries to attack Adam but has no chance. Adam escapes through an air vent. Outside, Forrest, Graham and other Initiative members are trying to smash the door down. Xander tells them that Adam went through the vent and some of the commandos go to investigate.

Buffy tries to stop Riley's bleeding but is pushed away by Forrest and Graham who will take Riley to a military hospital, away from Buffy's influence. Xander helps Buffy up and they leave. Riley is taken away.

The next day, Buffy and Willow are walking across the campus and they are discussing how best to kill Adam without killing themselves. Buffy is distracted, worrying over Riley, how she wants to comfort him and can't.

In the hospital, Riley is lying in bed. He is holding Buffy's headscarf, even though she's not there, he has something of Buffy's to hold onto.