Riley and Buffy are spending some 'quality time' together (i.e. hey are making out on Buffy's bed), but before it gets all hot and heavy Willow bursts in in a bit of a fluster telling them that a demon has attacked people in the campus library. Buffy grabs her bag of Slaying equipment and runs out after Willow, Riley close behind with a crossbow in hand. Buffy runs into the library and the lights go up, everyone shouts surprise and Buffy stops in her tracks. It's a surprise party. Riley comes in a couple of seconds later, takes in everything and quickly hides his crossbow. Buffy is rather chuffed that her friends did this for her.

At the party, Buffy introduces Riley to Giles - as her boyfriend and tells her Watcher about how great Professor Walsh is. Giles is feeling a little left out, he's the oldest person at the party, which Willow and Xander organised and he's a little disgruntled at Buffy going on about how wonderful Walsh is.

Spike is leaving home. Now that he can hurt and maim demons he wants to move into a crypt of his own. Xander is pleased to see the back of the vampire, and Spike is pleased to be rid of Xander, but not before he helps himself to some of Xander's stuff, much to Xander's annoyance.

Buffy and Riley go to see Professor Walsh, and they tell her about Buffy being the Slayer, it impresses Walsh a little bit more than it did Riley. Walsh tells Buffy that Riley is her best agent with 11 vampire kills and six demons. She asks Buffy what her total is (absolutely loads), but Buffy keeps quiet, not wanting to brag (especially as Riley is so proud of his 17 kills).

Giles is reading a book of prophecy and after a quick calculation woeks out that a demon is going to rise that night. he phones Buffy's but Willow is the only person there and tells him that the Slayer is with Walsh.

After their meeting Riley and Buffyare walking through the campus and Buffy tells her boyfriend the real total of kills she's done and he's suitably impressed as well as very intimidated. He wants to know how strong Buffy is and they agree to spar.

Giles finally finds Walsh's office and asks her if she's seen Buffy. Walsh isn't very polite to him though and insults him by saying that Buffy needs a strong father figure (the cheek!)

Willow and Xander go with Giles to the cemetery where the demon is suposed to rise, but because Giles got lost when he went looking for Buffy tey are very late and there is nothing there. Willow suggests that the Initiative probably got there fisrt and cleaned up and they tell Giles that Riley is one of the commando's and that Walsh runs it. Giles is upset that everyone (including Spike) knew about it before he did. He sends Xander and Willow home, as there is nothing to be done here and then leaves himself. Ethan Rayne walks out of the shadows in the crypt and promises the departed Giles that something unexpected will happen, but is caught when Giles hears him and comes in to investigate.

Giles, pleased to see his old friend (who is long overdue a beating) gets ready to finish off some unfinished business, but Ethan stalls him saying that he has information. They go to a bar and Ethan tells Giles that the world is out of balance, the demons are running scared and the number '314' keeps being whispered.

Buffy and Riley are in the gym, fighting each other. Buffy is holding back because she doesn't want to hurt her beau. Riley tells her not to and goes for her. It takes just one kick to send him fling across the room into some crash mats, which fall on him. Buffy runs over, worried that she hurt him, but he assures her that he's alright (his ego's a bit bruised though)

Back at the bar, both Ethan and Giles are getting quite drunk. Giles complains about the bad thing sthat are happening to him and Ethan tells him that he slipped a posion into his drink which will kill him in less than an hour. He's joking. A barmaid brings them some more drinks and Ethan shamelessly flirts with her.

Back at the campus, Willow and Tara meet up to try out some magic. They are trying to float a rose, but the spell goes wrong and it capapults around the room, nearly injuring the two witches.

Giles wakes up the next morning, feeling very rough and as he's walking down the stairs he looks at himself in the mirror. He doesn't recognise himself at first, not because he's hung over but because he's been transformed into a Fioryl demon. He's got two big horns, tufty ears and incredible strength. He tries to phone Buffy and Willow but ends up breaking the phone, then he pulls the door off its hinges opening it.

When they're having breakfast, Willow lies to Buffy about where she was that night, saying that she was in the science lab practicing magic on her own. She tells Buffy that she never told Giles about Riley being in the Initiative, Buffy thought she had.

Giles goes to Xander's place and wakes him up, but when Xander wakes up he's a bit scared (rightly) to find this demon breathing down his neck and Xander throws anything at hand at the demon (he doesn't recognise Giles) until Giles runs out possibly with a saucepan-shaped bruise.

Xander phones the girls, and picks up Anya and they go to Giles's, because he's good with stuff like this, but they find his place trashed and no Giles. They think the worst and Anya doesn't help matters by saying that Giles has probably been eaten. They suspect that it was the same demon that trashed Giles's visited Xander.

That night, a dejected Giles is walking through the cemetery and walks past Spike who is measuring up his new crypt with a tape measure. Spike, who can only hurt demons sees this as a chance to release some anger. Giles tells him to get on with it and Spike recognises Giles. Giles is a little confused that Spike can understand him, until Spike explains that he can speak Fioryl. He agrees to help Giles find Ethan, but only if the ex-Watcher pays him $200.

The Slayerettes are still at Giles's place, going through books on demons trying to find the demon in Xander's basement. Riley shows up (having listened into some 911 calls) to investigate. They find a picture of a Fioryl demon and 'Eww, mucus!' Willow reads a description of the demon and discovers that it can only be killed with a Silver object. Buffy picks up a letter opener and with Riley headds ot to track down the horrible demon.

Spike and Giles are driving around town, looking for Ethan, but Spike is having trouble driving the horrible little car. Giles spots Walsh walking through the town centre and makes Spike pull over. He gets out of the car and chases Walsh down the street, making her run in terror (ha! serves her right). He runs back to the car and tells Spike to drive again.

Spike gets some information out of the barmaid that Ethan was flirting with and get a location for Ethan, he's staying in the same seedy motel as Faith did.

Buffy and Riley break into the Magic Shop and go through the shop reciepts, finding a credit card receipt from Ethan. Riley phones HQ to get a location for the little troublemaker.

Giles and Spike have picked up some commando tails and Giles leaps out of the car to try and escape them, leaving Spike to lead them away from him. Spike pulls the car in handbrake turns and manages to lose both cars before crashing Giles's beloved car.

Giles bursts into Ethan's room and is about to give him the pummeling of his life when Buffyand Riley show up. Ethan tells the Slayer that the demon has killed Giles and Buffy attacks the demon Giles. Giles won't hit her back though. Riley takes care of Ethan, making sure that he doesn't escpae. Buffy throws Giles to the ground and stabs him with the letter opener, then she sees the demon's eyes and realises that it's Giles. She is distrught that she hurt him, but Giles tells her that he feels okay, not that she can understand.

Ethan changes Giles back and is about to go, because Buffy can't do anything to him. Buffy can't, but Riley can and arrests him under military law. Giles goes to watch Ethan being manhandled into the waiting van and Riley talks to Buffy about her Slayer-abilities.

Later, Buffy goes back to Giles's place. Giles has bought a new telephone so he can be in touch with the Slayer at all times. Buffy takes the pointed comment and apologises for not telling him about Riley and the Initiative. Giles has concerns about the Initiative and warns Buffy to be careful about who she trusts.

Back at Initiative HQ, Walsh is annoyed that Riley disobeyed orders for Buffy (even though it would have resulted in Giles's death) and is concerned that Buffy might have too much of a hold over her best agent. She goes through a securtiy door into the research section of the HQ and through a door marked 314. If you look carefully you can see what looks like a body covered in a sheet.