Leaving her friends after their big argument, Buffy goes in search for Riley in the ruins of Sunnydale High School, where she finds his camp deserted. She calls out his name but he isn't there.
Riley is in Adam's lair. He tries to talk but can't until Adam tells him to. He asks what Adam has done to him. Adam tells him he did nothing their "mother," Professor Walsh, had implanted a behavior modification chip inside him; Adam merely activated it. Riley thinks the chip is in his head, but Adam tells him it's in his chest, close to his shoulder, tied directly into his thoracic nerve: phase one of Riley's preparation. Adam feels that when Riley embraces his destiny and knows true power he will like it very much.
Adam explains the flaws in both demons and humans to Riley, who is not in the mood for a lecture but is powerless to move. He tells him that Walsh saw their future, Adam's and Riley's, and knew the role he would play by Adam's side. "You see, we are brothers after all." Spike arrives, and notices that Riley is stiffer than usual, asking what happened to him. Adam tells him he activated Riley's chip. Spike reminds Adam that he did his part in separating Buffy from her friends and now it's time for Adam to keep his side of the bargain and remove his chip. Adam tells him his chip will be removed when he has the Slayer not just how he wants her, but where, which is in the Initiative. Buffy will insure that as many demons die as humans until she is too weak to continue. Spike's not worried, pointing out that as soon as Willow gets the information from the disks Adam had him give her, she'll pass the info on to Buffy. Adam comments about Willow being one of the friends he so efficiently separated Buffy from. "Damn right I did," says Spike, proudly. "They won't be talking to each other for a long, long--" He stops as he realizes that there might be a slight flaw in that plan. Adam tells him to go, and Spike leaves to try to fix things.
The next morning, Willow and Tara stop by Giles' apartment, who is suffering from a hangover. They're awkward with each other as she tells him she forgot her laptop and the disks. He is a little uncomfortable with their presence but tries to hide it. When Willow has her stuff she tells him she'll see him later, and Giles wishes her luck on decoding the disks. There are tears in Willow's eyes as she and Tara leave.
Buffy is sitting alone in the dorm room, looking melancholy. She picks up a picture of herself, Willow, and Xander as they were in their junior year of high school. She picks up the phone to make a call, but puts it back down again. She grabs a bag to start loading it with weapons and picks up a large battle axe that would make Angel jealous.
Xander is in his basement in a similar mood, lying in bed staring up at the ceiling. Anya walks in reminding him he was going to the unemployment office today. He says he's not going, and she contributes his mood to the fight he had with his friends and tells him to get over it. Xander tells her it's not that simple. Anya lays down beside him, cuddling up. She tells him it doesn't matter if they think of him as a direction-less loser. "You're a good boyfriend and I'm in love with you." He agrees, saying it doesn't matter, but his expression reveals that he's lying.
Buffy, armed with the battle axe, has returned to the caves where she fought Adam the day before. She finds his lair deep inside but the place looks deserted. She wonders where he could be.
Adam is escorting Riley into a secret lab in the Initiative. He informs Riley that no one, beyond those who needed to, knew the lab exists. "Mother hid her secrets well." There are two zombies working in the lab. "Didn't you?" he asks one of the zombies Professor Walsh. The other zombie is Dr. Angleman; Riley is shocked to see them. Adam explains that this is how Walsh had planned everything, except she thought she would be alive. Riley is concerned that this is the fate Adam has in store for him, but Adam assures him his destiny is much greater. On the operating table the zombies were working at, a figure in commando greens sits up. It's Forrest, who has been turned into a cyber-demonoid like Adam. "Oh, God," Riley says. "God has nothing to do with it," Forrest says.
Buffy is hurrying out of the caves when she runs into Spike. Wondering what he's doing there, he tells her he's looking for a weekend getaway, so she should shove off. She tells him Adam's been staying in these caves but he's cleared out. She suspects he'll be putting whatever plan he has into effect soon. Spike asks her about the disks he gave Willow and suggests there's no reason not to follow up on that information just because she and Willow had a falling out. Realization hits her and she agrees with him and heads out of the cave.
In Tara's room, Willow is still working on the decryption of the disks. Tara suggests that maybe she should rest, but Willow thinks she's found a way to crack the code.Suddenly, though, the disks suddenly decrypt themselves. Willow's glad they have the information but feels somewhat cheated. The phone rings and Tara answers it. She tells Willow it's Buffy.
In the secret lab, Riley is sitting in a large metal chair unable to move. He's trying to get the Walsh zombie's attention, but Forrest walks up and tells him he's wasting his time. "Mommy can hear you, but she's still a walking corpse." Riley tells Forrest he is too. Forrest corrects him, telling him Adam made him almost as strong as he is and he's eager to try out his new strength on Buffy. Adam's gonna do the same to Riley as soon as they get some choice parts.
On UC Sunnydale campus, Buffy, Giles, Willow, and Xander all gather outside. They're all uncomfortable and Buffy asks Xander why Anya didn't show. "Oddly, Anya decided not to join us despite all the fun we had at our last meeting," he says. Willow tells them that Tara probably didn't feel welcome. Buffy asks Willow who told her that she and Xander were talking behind her back. She tells them it was Spike. Buffy asks Xander who told him she and Willow thought he'd be better off joining the Army. He tells her that's not exactly what Spike said. She looks to Giles. "Um, uh, Spike can be very convincing, when-when-when, uh. . ." Giles sighs. "I'm very stupid." Buffy tells them Spike played them, made them fight to split them up. She says that's why they said all the things they said to each other last night. They decide they should move on, leave it behind them. It's obvious they can't just forget it, but they concentrate on figuring out why Spike would go to so much trouble. Buffy thinks he's working for Adam. She tells them how she found Adam's empty lair and ran into Spike who made a big noise about getting information off the encrypted disks. Willow informs them that the disks decrypted themselves, and tells them they were full of information they already knew about 314, but also about Adam's final phase, in which he manufactures a bunch of cyber-demonoids like himself in a secret lab in the Initiative. "Well, give the demon his due. He thought this one out," Buffy says. She reminds them of how overcrowded the containment areas are with demons, and that they were so easy to catch like they wanted into the Initiative. "The Trojan Horse," Giles comments. Adam plans on attacking the Initiative from the inside, and with the ensuing battle between the demons and soldiers, he'll end up with a pile of body parts to start assembling his army. Buffy figures Adam wants her there to even out the kill ratio. Xander wonders if Adam is worried that Buffy might kill him. "No. He's really not," she says.
In the secret lab, Adam can feel Buffy close by and knows she'll be coming. Spike's happy for him in a sarcastic way and says he's ready to have his chip removed. "And mind the hairline, I don't fancy fussing with a comb-over once I've resumed my killing ways." Adam tells him, "When the Slayer is here," and Spike sighs impatiently. Riley just sits silently watching this.
The gang has retreated to Giles' apartment to prepare. Riley had told Buffy that Adam's power source is a uranium core located in his chest close to the spine. Willow suggests a uranium-extracting spell, but knows she grasping at straws. Giles thinks a paralyzing spell might help them, but he can't perform it though he speaks the requisite Sumerian, only an experienced witch can perform it, and only within striking distance of the target. "No problem," Xander says. "All we need is combo-Buffy. Her with her strength, Giles' multi-lingual know-how, and Willow's witchy power." They just look at him and he's just waiting for them to tell him to shut up, but Giles actually thinks that a very helpful suggestion.
Loaded with supplies, they head over to Lowell House. The place looks empty and Willow asks Xander if he's nervous. He assures her he is just full of that "Kamikaze feeling." Giles says, "Xander, just because this is never going to work, there's no need to be negative." Willow is worried that the enjoining spell is not strong enough. Giles tells her it's very powerful, but also very dangerous. Buffy tells them to put on their games faces 'cause they're going in; she kicks the full-length mirror in the wall to reveal the empty elevator shaft leading down to the Initiative.
A short time later, they are in harnesses slowing rappelling down the wall of the elevator shaft. Willow and Buffy are further down with Xander and Giles following above them. Buffy apologizes to Willow about how things have been so strained between all of them. Willow tells her it was just Spike stirring up trouble, but Buffy believes there was something already there to stir up and feels like they had all sort of drifted apart this year. Willow says that might be true, but during the first year of college it's hard to keep the old high school gang together. "But I want it together," Buffy says, telling her how she misses them, and that it's her own fault. She's been so wrapped up in her own stuff that she's been a bad friend. Willow reminds her that being the Slayer, Buffy's stuff is crucial, but Buffy is talking about Riley. Willow tells her that she's been keeping stuff from them also, like Tara, and that she wanted to tell Buffy but she was scared. "You can tell me anything. I love you. You're my best friend." They hug and start to fall the rest of the way down. They land safely on top of the elevator where they hug again, promising to never not talk again. They wait for Xander to reach them then smother him in a group hug, telling him how much they love him. "Oh, God, we're gonna die," he groans. Willow tells him they just missed him and continue to hug him. He smiles and calls up to Giles to tell him to hurry because he doesn't want to miss this.
Moments later, they're prying open the sliding doors. Buffy tells everyone that if they stick together they should be all right. "Let's " she starts to say as Giles and Xander open the doors, and they find themselves staring up at a half dozen commandos pointing their blasters and rifles at them, " do this."
In a secret control room, Adam and Spike are looking into a security monitor watching Buffy being escorted by three armed commandos. Feeling he's done his part, he tells Adam it's time to remove the chip now. Adam tells him that Buffy is not alone, and Spike sees her friends being escorted by three more commandos. Adam tells Spike he failed again. "Well, that's one way of looking at it," says Spike. Adam wants to know what the other way is. Spike tries to escape, but runs into Forrest who grabs him by the throat. Spike pleads his case that he did his best and that should be worth something. Adam agrees and says he will remove his chip he orders Forrest to take Spike's head off. Spike struggles but Forrest is too strong for him, so he grounds his cigarette into Forrest's eye and succeeds in fleeing the room. Forrest is about to chase after him when Adam tells him that there's no where left to run.
Buffy and the others have been led to the command center where Colonel McNamara is searching their bags, telling them they can't just waltz into a government installation whenever they feel like it. Buffy tries to warn him that Adam is already in the Initiative and that the containment areas are full because Adam arranged it that way, but McNamara isn't buying it, telling her that every inch of the place is constantly monitored. "Including the secret lab?" Willow asks. "What secret lab?" he asks. Buffy explains that it's the lab to be used for the final stage of the 314 project, but by his expression, she realizes he has no idea what she's talking about. He tells her they're ready if Adam tries to get in and he has everything under control. That's when the power goes out.
In his control room, Adam is shutting down all the power to the Initiative. With anticipation, he says, "This will be interesting." He then opens all the cells in the containment area and the demons start to pour out.
McNamara is asking for a report, and the commando at the control panel tells him all the demons are loose. Buffy tells the colonel to get his people out of there and let her handle this, but he ignores her completely and rounds up all the commandos in the room leaving two behind to guard the prisoners. As soon as they're gone, Buffy takes all of three seconds to knock out the two commandos and Willow sits down at a terminal to start searching for Adam. Giles tells Buffy that the enjoining spell is extremely volatile, it mustn't be interrupted, and they need a place close to her that's quiet. "Uh, quiet?" Xander points to one of the monitors.
In the main compound of the Initiative a huge battle is raging between humans and commandos, and scientists are running around defenseless against the demons. Explosions are going off and machine gun fire accompanies the roars and growls of the horde of demons attacking. Spike finds himself caught in the middle of the war and decides to fight those he's able to the demons.
Willow has found an area of the Initiative that has airducts and electrical conduits running into it, but it doesn't exists on the installation diagram. Buffy says that's where Adam is, because its located right behind lab 314. They don't have to worry about getting in, since all the locks (except for the exits) are disengaged. "All we have to do is get there," Buffy says.
Which is easier said since they have to cross the battlefield in order to reach 314. The others follow close behind Buffy as she runs interference meeting the attack of every demon and vampire that gets in their way, with Xander providing her with some back up with a blaster. Explosions and gun fire are going off all around them, but they make it safely to the other side and disappear through the security door leading into the Top Secret research area.
In 314 they find the secret door in the far corner of the room. Giles tells her the ritual should take about five minutes. She tells them she'll move fast and is about to enter the secret passage when Xander tells her he still doesn't like her going in there alone. Buffy smiles at her friends and says, "I won't be."
Buffy reaches the secret lab and sees Riley. She hurries to his side but he can't talk. She sees the Walsh and Angleman zombies. She asks him what's going on. "Why won't you talk to me?" "He can't," Adam says as he enters the lab. "He's not programmed to. He's part of the final phase now. As you were supposed to be." Sarcastically, Buffy apologizes for not being inclined to jump through hoops and toe the line. Adam seems understanding about this and orders Forrest, who suddenly comes from behind and grabs her, to kill Buffy. "I thought you'd never ask," he says as Adam leaves the lab. The Walsh zombie picks up a surgical saw and approaches Buffy as she struggles in Forrest's hold.
Buffy kicks the zombie away and succeeds in freeing herself from Forrest's grip. As they fight, they bump into the table next to Riley's chair, knocking over a glass beaker that shatters close to his hand. Riley fights against his programming to remain still and reaches for a pointed glass shard. Buffy seems to be holding her own but Forrest is clearly stronger than she is and is steadily knocking her back and forth across the lab.
In 314, Willow, Giles, and Xander are sitting on the floor in a circle and she has begun the ritual calling upon the power of the Slayer, from Last to Ancient First.
Buffy continues to fight Forrest but isn't really slowing him down. Riley has the glass shard in his hand and stabs himself high in his chest close to his shoulder, and despite the pain, makes an incision. Next he shoves his fingers into the wound searching for his chip. Forrest lifts Buffy high over his head and she grabs a thick electrical cable and it rips apart in her hands, shooting out sparks.
In 314, the ritual is gaining more momentum.
Forrest slams Buffy down on one of the operating tables and the zombies move in to help hold her down. Riley has finally found the chip and pulls it out of his flesh, his fingers coated in blood. Forrest sneers down at Buffy asking her if that's all she's got. "No! She's got me!" Riley says, rushing forward and yanking the circulation tubes out of the zombies' chests. They drop to the floor, deader. Forrest is distracted and Buffy kicks him in the face and hops off the table to Riley's side. She tells him she needs to get to Adam now, and asks if he's able. He tells her to go and faces off with Forrest as she runs out of the lab. Now it's Riley's turn to start getting his ass kicked by Forrest.
The battle is still raging out in the main compound and Adam is watching from his security room. "Fun, isn't it?" Buffy says behind him. "I do appreciate violence," he tells her. "Good." She rushes forward to attack and he easily knocks her back across the room. She gets back up and launches kicks and punches which do little damage to him. He knocks her across the room again and comes after her with his Polgara skewer which she sidesteps and breaks over her knee. "Broke your arm," she says with a grin. "Got another," he replies, and from his right arm a long six-barrel minigun slides out and Buffy's eyes widen at the sight. She dashes across the room as he opens fire with his gun-arm and dives for cover behind a control panel.
In 314, the ritual is reaching its peek. "Admit us. Bring us to the vessel. Take us now," Willow concludes and she, Xander, and Giles arch back as the power goes through them and shoots out in a flash until it finds Buffy where she is hiding.
Adam fires a grenade round just as the spell hits Buffy and the control panel shatters in an explosion. When the smoke clears Buffy stands up, unharmed, her eyes flashing orange. Adam tells her she can't last much longer. When Buffy speaks her voice is a combination of hers, Willow's, Xander's, and Giles' speaking in perfect unison. "We can. We are forever." She begins speaking Sumerian, invoking a spell, and Adam fires the minigun again but the rounds hit an invisible barrier in front of her rippling like water. "Interesting." Adam seems worried for the first time ever. "Very interesting."
In 314, Willow, Giles, and Xander in their trance are unaware of a demon pounding on the door they barricaded.
In the secret lab Riley is pretty much still getting his ass kicked. Forrest doesn't seem to want to fight him, yet he admits he's enjoying it, kicking Riley across the lab. Riley picks up a large canister and starts hitting Forrest in the face with it, causing the valve to open up and gas starts spewing out. Forrest grabs the canister away from him and knocks Riley down. Riley quickly gets back to his feet and dives for cover on the other side of the lab as Forrest raises the canister over his head to throw it at him. Then Forrest looks up to see the word FLAMMABLE on the canister and the exposed electrical cable dangling above him. It gives a spark and the canister explodes, taking Forrest with it in a huge fireball.
In the control room, Adam fires another grenade round at Buffy. She raises her hand and the artillery shell slows down before it reaches her and suddenly scatters into three white doves that fly away. She waves her hand in a circular motion, and Adam's gun retracts into his arm again. Buffy walks calmly forward as he strides in to attack her, but she's now faster and stronger than he is and he's unable to hit her .She starts pounding on him. "But how can you" he asks. "You can never hope to grasp the source of our power," the group says through Buffy. She drives him back against the wall and plunges a fist deep into his chest. He is unable to stop her from ripping out his uranium core and she holds it up in front of him. "But yours is right here."
Adam falls to the floor just as Riley enters the room. He sees the core rise into the air and she speaks a Sumerian spell which causes it to crumple in on itself until it disappears in a flash of light. Buffy slumps and Riley catches her. At the same time, in 314, the others slump as well. Then the demon breaks through the barricade and is about to leap on them when Spike grabs it from behind and snaps its neck. He tells them they were lucky he was there. They, pointing out that he was working for Adam, figure he just saved them so that they wouldn't stake him right there. "Well, yeah," he admits. "Did it work?" They stand up without saying a word and don't stake him. Buffy and Riley enter the room and Xander tells her she was great. "We were great," she corrects him, and Riley informs them that they still have men out there. Buffy tells them to get to the exits and get them open and for Riley to round up the soldiers and pull them back; Buffy will take point. Willow asks her if she's up to it, as Buffy heads for the door. A demon springs up in front of Buffy and she sends it flying back with a hard punch. She is.
Intercut with scenes of the Initiative battle, we see Mr. Ward addressing a group of men in suits seated around a table in a dark room. He's telling them that the Initiative was an experiment that represented the government's interest in controlling the otherworldly menace and harnessing its power for their own military purposes. It failed. It was only through the actions of a deserter and a group of civilian insurrectionists that their casualties were not total, and realizing that the demons cannot be controlled, it is their recommendation that the project be terminated. All records are to be expunged, and all the soldiers debriefed with standard confidentiality clauses. They will continue to monitor the civilians and have the necessary measures prepared should they decided to go public. He doesn't think they will. He tells them the Initiative will be filled in with concrete.
"Burn it down . . . and salt the earth."
Synopsis written by Joseph B.