Joyce's headaches are not getting better and she has to have a CAT scan at the hospital while Buffy and Dawn wait impatiently for news, pondering over the reason why it is called a CAT scan (maybe it was tested on cats, is Dawn's suggestion).

Giles and Tara admire the new phone book advertisement for the Magic Box, Giles hopes it will generate some more business.

Xander complains about Riley blowing up the vampire crypt alone, without telling them, and then the entire gang continues their search for information regarding the Beast demon who Buffy encountered. A demon named Dreg offers a spell to Glory, groveling before her. She's too busy to pay him much heed though, instead worrying about whether or not her red shoes go with her red outfit.

Riley finds the front door to Buffy's house open, and Spike inside sniffing her clothes. Spike taunts Riley with his knowledge about the Slayer and her mother, and tells Riley that he isn't stroing enough to deal with him. In a fit oif pique Riley throws the vampire into the sunlight, with his blanket. Riley shows up at the hospital to comfort Buffy, although Buffy is not in any mood to be comforted, and then sits with Dawn while Buffy talks to Joyce. Joyce confesses to Buffy that they've found a shadow and they need to operate.

At the Magic Box, Tara suggests that maybe the Beast is something that is too old for the books. Glory shows up there and buys several items for a spell, but the gang is oblivious to her true identity.

The doctor tells Buffy her mother has a serious brain tumor and presents her with her mother's options. The doctor is very insenistive, but luckily for Buffy )(who is having trouble taking everything in) Ben, the intern gets the doctor away from her, giving her a break from the doctor's constant questions.

Anya sorts through receipts at the end of the day and discovers that Giles sold items to Glory that will allow her to perform an ancient transmogrification spell. Anya gives him a good telling off too (which is very funny) Riley takes Dawn to the park where he tries to comfort her about her mother. Dawn tries to make Riley feel good by comparing him to Angel, but unintentionally she makes him feel worse.

Buffy talks with the Scoobies about helping her mother then finds out about Glory's plans to transmogrify a monster with a spell, Anya takes to chance to tell everyone that it is all Giles' fault. At the Sunnydale Zoo, Glory steals a cobra and performs the spell with Dreg.

Buffy arrives to stop her, but instead gets beaten up badly again, Glory isn't pleased to be distrubed by the Slayer and orders Dreg to carry on with the spell. The cobra is transformed into a giant cobra monster with arms and a pissed-off attitude. Glory sends the demon on a mission to find the key (Dawn) for her. Riley arrives at the magic shop in search of Buffy, but Xander confronts him about destroying the vampire crypt and not being the normal laid-back Riley he used to be. Buffy calls Giles and tells him to take care of Dawn while she stays with her mother.

She stays with Joyceas the doctor tells her the bad news. Riley returns to Willie's bar to drink away his worries and again encounter the vampire, Sandy. He allows her to bite him, but stakes her while she is enjoying some Iowan blood. 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 beats it to death, taking out all her aggressions.

Joyce tells Dawn the truth about her heath. Riley is there to comfort Buffy, but she needs to stay strong for her family and refuses to cry. Joyce calls for Buffy and Riley is left standing alone in the hallway.