At the hospital, the Scooby Gang awaits news from the doctor about Joyce's surgery and they are all relieved when they are told that the surgery was a success.

Dawn spends the night with Xander and Anya. She still has a bit of a crush on our favourite Zeppo.

With the house to themselves, Buffy and Riley spend some a romantic evening together. In the middle of the night, Riley wakes up and after chekcing that Buffy is still asleep, sneaks out of the house. Spike, who has been standing outside the house, secretly follows Riley to an old building.

Buffy spends the day with her mother in the hospital discussing Joyce's wig options (Joyce could be Fahar mom or Fench maid-mom with different wigs) and Buffy's relationship with Riley.

That night, Spike lets himself in to the Summers and wakes Buffy from sleep that night to show her what Riley has been doing. He embarrases himself when he has to be prompted to turn around while Buffy is getting dressed.

Spike takes Buffy to the old building and she is shocked to find him in the arms of a female vampire, being fed upon.

Graham has been enroled in a dangerous trip to destroy some nasty demons in South America, he persuades his commanding officer to seek Riley's help in destroying demons for the government. They offer Riley the job, but he wants to think on it first

Buffy and the gang go after the nest of vampires only to find the building empty. Having come under the scrutiny of the Slayer has scared them off. Buffy has a tantrum and sets the building on fire, leaving her friends in the dark about what's truly bothering her.

Riley is furious that Spike allowed Buffy to see the truth and goes down to Spike's crypt to have it out with him. After throwing the vampire around a bit, (and Spike laughing in his face) he stakes him. Fortunately for Spike, the stake is plastic. (And although it hurts it doesn't look like Riley staked him in the heart anyway)

Spike and Riley talk and find that they both love her, but she doesn't return the feeling to either of them.

Buffy is releasing her aggressions on a punching bag in the training room until Riley shows up determined to talk to her. He tells her he started it because he wanted to know what Buffy felt when she was bitten by both Angel and Dracula (and the Master, although he doesn't mention him) Riley tells her that the vampires needed him and Buffy didn't. After Buffy tries to convince him that she's given him everything she has, Riley tells her about the offer to return to the government. He is going to leave unless she can give him a reason to stay.

The vampires from the nest surround Buffy as she's leaving the shop. She tells tham that she is not in the mood but they won't go away so Buffy stakes every single one of them leaving the vamp that was sucking on Riley until last. She tells her to run away and the vampire legs it only to get a javelin-come-fencepost through her.

Xander witnesses this and confronts Buffy, not willing to let her hide from her problems. He shows her the truth that she's been ignoring, and tells her that she has to decide if she's really willing to lose Riley for good.

She runs as fast as she can, but Buffy is unable to get to the airfield fast enough to stop Riley from leaving. The helicopter takes off with Buffy on the landing pad, calling after Riley. After his talk with Buffy, Xander realizes that he needs to tell Anya how much he loves her and he does. She looks extremely pleased to hear it, especially after he was giving her a cold shoulder eariler on in the episode.

Still shocked, Buffy returns home while Riley leaves Sunnydale, not looking back.