Buffy goes to the burnt out school to see Riley, but finds him gone. Riley is actually at the cave Adam is using as a base. Riley doesn't know what brought him there until Adam explains that Professor Walsh implanted a chip into his chest which controls his central nervous system. Adam has just activated it. Adam tells Riley about the plans Professor Walsh had for him and for Riley and calls him brother. Riley takes offence to this.

Spike shows up, wanting the chip out of his head now. He brags about Yoko-ing the Scooby gang until he realises there was a flaw in his plan. If Willow and buffy aren't talking, Willow won't tell Buffy about what was on the disks. Adam is not pleased.

Giles answers a knocking at his door to find Tara and Willow standing on the doorstep. Willow left her laptop behind the night before and has come to collect it. Giles is feeling a little bit worse for wear. Willow won't meet his eyes and he stares at Tara (remembering what was said the night before).

Buffy comes home to a deserted dorm room. She goes to ring one of her friends, she fells very bad about their argument but hangs up before she dials. She realises that stopping Adam and finding Riley is more important at the moment. She rumages about in her weapons trunk and pulls out a threatening looking battle-axe.

Anya lets herself into Xander's basement to find a very depressed boyfriend lying naked in bed. He is wondering about his life and his friends and all the terrible things that was said the night before. Anya, in a rare show of affection lies down in his arms and tells him that everything will be okay and anyway she loves him.

Buffy, complete with scarey weaponry heads to the cave where Forrest was killed by Adam. whe explores the cave and finds it deserted.

Adam is taking Riley through the tunnels into a secret area of the Initiative. It is a huge operating theatre with plenty of beds waiting to be filled. Two figures are working on someone. The figures turn around and reveal themselves to be the animated dead bodies of Walsh and Dr. Angleman. Adam had revived them so that they can move and access their memories but they can't speak and are under his control. The body they are working on sits up. It's a half-demon Forrest.

As Buffy comes out of the cave she bumps into Spike. he makes a comment about the fractured Scooby gang and Buffy realises that Spike is behind their arguments.

At Tara's room Willow is working on decrypting the disks until they decrypt themselves. Willow is suspicious and her worries are concerned when she reads the files. They are all about Adam's plans for a master race made of half-demon machine people.

Forrest tells Riley how powerful he feels now that he is a demon. Riley says that he's very sorry for what happened to his friend.

Buffy arranges a Scooby Gang meeting and they gather on the cmapus grounds. She tells them that Spike is the reason that they were all fighting. Xander tries to be surprised but can't be bothered. Willow tells them about what was on the files and conclude that Adam has made the demons let themselves get caught so an almighty battle can be fought in the Initiative leaving plenty of body parts for Adam to make his superior arm army. They plan to break into the Initiative.

They go to Giles' house and hit the books. Xander suggests that the only thing that would stop Adam was a combination of Buffy's Strength, Giles' Knowledge and Willow's Magic. Giles looks up from the book his was reading and says that that's a great idea, which surprises Xander.

The gang weapon up and break into Lowell House. It's deserted. Buffy smashes the mirror covering the entrance to the lift shaft and the gang repel down the shaft. Buffy and Willow go down first. Buffy apologises for the way she has behaved his year and they make up. When they get to the bottom Xander repels down and is greeted by the two girls hugging him and telling him how much they love him. Xander loves this and yells up to Giles to hurry on down and join in.

Once Giles is at the bottom they open the doors and find a group of Initiative soldiers waiting for them guns armed and ready. The gang is brought before Colonel McNamara who questions them. Buffy makes it very clear to the Colonel that he doesn't know what they are facing and how dangerous Adam is. The Colonel says that he is in total control of the facility just as Adam cuts the power and lets the demons out of the containment cells. It's war. The soldiers leave the gang and go to subdue the hostiles. Willow hacks into their computers and discovers powers and air shafts leading no where. this must be the secret lab. They run across the main area of the Initiative where full scale war has broken out and into the reseach area and 314. Buffy discovers the secret passageway and heads down it while the others prepare for the spell.

Buffy comes into the operating theatre and finds Riley she is surprised to see him and annoyed that he won't talk to her (not knowing that he can't) He uses his eyes to indicate that Adam and Forrest are behind her. Adam orders Forrest to kill her and he tells Adam that he'll take great pleasure in doing so. While Buffy fights Forrest, Riley uses all his will to move his hand and grab a broken shard of glass. He brings it to his chest and gouges at the area Adam said the chip was. He plunges his fingers into the wound and pulls out a small sliver of metal. Riley leaps to his feet and pulls the tubes out of Walsh and Angleman killing them then takes on Forrest while Buffy goes to face Adam.

In 314 the others are ready to start the ritual. Willow hands each of them a tarot card, Willow has Spirit, Xander Heart and Giles Intellect. They start to chant.

Buffy faces off with Adam. The fight hand to hand and Buffy breaks the Polgara spike. Adam shows her is newly upgraded arm which can change into a gatling gun (a la Barrett from Final Fantasy 7) He shoots at Buffy who takes shelter behind an electrical console as the spell takes effect. A surge jolts her body and her eyes change colour. Adam blows up the console. Buffy stands up unharmed and faces Adam. He fires bullets at her but they bounce off an invisible wall four inches in front of her. He fires a rocket at her which she stops mid air and with a flick of her wrist changes into doves. She goes on the offensive, cornering Adam and plunging her hand into his chest to pull out his Uranium power source. He sinks to the ground as Riley comes in. Buffy holds the power sourse and they both watch as it floats into the air and disappears.

In 314 the others come out of the trance just as a demon breaks it's way into the room. They are saved by Spike who says that the only reason he did it was to stop himself getting staked by them. Riley brings Buffy back into 314 and they make a run for it.

A council has been set up to discuss the findings that Initiative made. They agree that the project was a failure, that all records must be destroyed and the facility itself filled with concrete. They are not happy that 40% of the commandos were saved by a deserter and a group of civilians.