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Joyce Joyce enters the CAT scan machine while Buffy and Dawn wait in the waiting room. Dawn asks what a CAT scan is and wonders where the "cat" part comes from. Buffy doesn't know and is starting to get irritated, but softens and comforts Dawn instead.

Giles shows his ad in the new yellow pages to Tara at the Magic Box. When Xander, Anya, and Willow show up, Xander is complaining that Riley recklessly attacked a vampire den all by himself. The conversation turns to research about Glory, and Xander suspects she's lying low in some sewer or condemned church or rat-infested warehouse — the usual haunts.

In reality, Glory is staying in a posh apartment, where Dreg, a lowly demon dressed in monk's robes, offers her a spell amongst his insipid praises for her. She confirms with him that the spell will work because if it doesn't, she'll have to kill him. Dreg assures Glory that the spell will work provided she has the materials to work the spell. She rips Giles' ad out of the yellow pages to go shopping.

Spike As Riley approaches the Summers home, he notices the door is open. He finds a heavy blanket and hears a noise coming from upstairs. In Buffy's room, he catches Spike sniffing her sweaters. Riley forcibly escorts Spike to the front door where Spike protests that Buffy wouldn't mind him being there. After all, Spike spent the better part of last night with Buffy. Besides, Willow has done two spells in recent history to bar vampires from the house. How come Buffy hasn't had Willow do the spell for Spike? Spike insists that he is more Buffy's type rather than Riley. Riley insists that he's what Buffy needs. Spikes then asks why Riley isn't at the hospital — Joyce is there for more tests. Riley tosses Spike out in the daylight.

Buffy is pacing outside a hospital room door. Riley appears, stating he just heard. Buffy asks him to sit with Dawn while Buffy goes in to be with Joyce. In the hospital room full of CAT scan pictures, Joyce tells Buffy that she has to have surgery in two days. The doctor found a shadow on Joyce's brain, and the surgery is a biopsy to figure out exactly what the shadow is.

The Scooby gang keeps researching while business as usual goes on at the Magic Box. Tara suggests that whatever they're fighting might be very old, perhaps even older than written language. Giles is intrigued, because if no record of this demon exists, they can't determine where she'll turn up next. He turns around to find himself face-to-face with the demon that we know is named Glory, who is there to purchase items. Because neither Giles nor anyone in the Scooby Gang knows it's her, Glory makes her purchase and leaves.

Riley puts his jacket over Dawn, who is asleep in a chair at the hospital. The doctor comes out to tell Buffy bad news: Joyce has low-grade glioma — a brain tumor.

The doctor warns Buffy that Joyce's symptoms may progress quickly: loss of vision or appetite, lack of muscle control, mood swings. The doctor is working to determine if the tumor is operable. The prognosis is good: one out of every three patients turn out just fine. The doctor asks Buffy several questions about Joyce: does she use a cell phone? live near power lines? Buffy seems to be in shock and can't answer all the questions. Ben the intern approaches and informs the doctor he is needed in ICU, but Ben really just wanted to give Buffy a chance to absorb the news. He informs Buffy that Joyce will be in recovery for several hours, and advises Buffy to take a break. Buffy tells Riley she's going to look for a healing spell, but Riley says that people get sick, and he's not sure magic can help. "That attitude's not helping." Buffy says. Riley is admonished. Buffy asks Riley to take Dawn to school. Riley is willing to do whatever is needed, but what should he tell Dawn about her mother? Buffy instructs him to tell her they don't know anything yet.

Anya Anya is going over the Magic Box's receipts when suddenly she shouts out, "Hey!" several times. She is startled to discover that Giles sold someone a Kohl's Amulet and Sobekium Bloodstone, and she berates him for it. Apparently the Sobekites were an ancient Egyptian cult heavy into dark magic, and the Kohl's Amulet was a transmogrification conduit. Giles isn't worried, because the Sobekium transmogrification spells were lost thousands of years ago, and the young woman to whom he sold the items would have to have enormous power to— oh, dear lord! The gang realizes they saw Glory, and sold her items she needs for a powerful spell.

Instead of taking her to school, Riley takes Dawn to an amusement park. They sit near the carousel, and Dawn talks about her tenth birthday party, for which Joyce rented the whole carousel for just Dawn, Joyce, and Buffy for an entire hour. Dawn's worried about Joyce not getting better, and Riley reassures her that "Summers women are tough." Dawn appreciates Riley being there, and feels that Buffy appreciates him, too. Dawn tells him about how much Buffy cried when she dated Angel. Every day seemed like the end of the world. "She doesn't get worked up like that over you," Dawn tells Riley, but he takes it as a bad thing, even when Dawn says, "I think you've been really good for her."

Buffy asks her friends at the Magic Box for help with finding a spell to heal her mother. Although they are willing to try, everyone warns Buffy that the mystical and the medical aren't meant to mix. A healing spell could make things worse. Anya comments that they've already done enough to make things worse. When the gang tries to cover Anya's off-hand remark, Buffy knows something is wrong. They admit that Glory bought an amulet and a bloodstone to conjure a monster, but Anya determined what kind of monster Glory is going to conjure: Sobek the reptile demon, and she's going to create it out of a cobra. Unfortunately, they don't know what the reptile monster will do once it's created.

Glory smashes through the glass of the cobra display in the reptile house of the Sunnydale Zoo. She takes the cobra out and places him in a large clay pot. Dreg hands her the amulet, and she orders him to chant. Buffy enters as they perform the ritual, and she starts beating on Glory. Glory soon gains the upper hand and tosses Buffy into the Cobra display already smashed. Glory and Dreg complete the ritual, and the cobra has grown to human size.

Buffy comes to in time to see the spawn of Sobek monster and hear Glory give it instructions to find the Key. She slinks off before Glory completes her orders. Sobek slithers away.

Riley seeks out Buffy at the Magic Box and is worried when he discovers she's gone off to fight a monster by herself. Xander rebuffs Riley for blowing up the demon nest alone. When Riley claims that was different then what Buffy is doing now, Xander tells him that Buffy needs something to fight, a problem to solve, and Xander doesn't know what Riley is after. Riley takes the verbal flak, stating he's been a little crazed, but if Buffy needs him...

Sobek searches in Sunnydale's churches for the Key.

Giles answers the Magic Box's phone, and when he hears it's Buffy at Sunnydale Memorial, he's concerned. Buffy couldn't stop Glory, not even slow her down. Glory's conjured a big snake thing — though not mayor-big — and Buffy wanted to warn him about the snake. She tells him that Dawn is coming to the magic shop after school. Dawn's fragile and doesn't know how bad Joyce is. Buffy's at the hospital to be there when Joyce wakes up.

Joyce and Buffy In a montage of images with soft music audio, Riley is drinking at Willy's Place, Buffy is waiting at the hospital, and Dawn is doing homework at the Magic Box. Sandy — a beautiful female vampire — sits next to Riley. Buffy looks on as the doctor tells Joyce of her tumor and Joyce tries to be strong at the news. Sandy takes Riley to a secluded spot and starts to drink from his neck, which he allows and seems to enjoy for a few seconds, until he stakes her.

Sobek is still searching for the Key. He passes by the carousel and smells the right scent. His eyes glow, and he heads off with determination.

Buffy arrives at the Magic Box. Dawn rushes to her and hugs her. Dawn asks about mom: is she awake? ("Yeah.") Can they take her home now? ("We'll see.") Buffy asks the Scooby gang about monster reptile sightings. Willow is just reporting negative when Sobek crashes through the window and knocks a set of shelves onto Buffy. He approaches a screaming Dawn, then slithers back out the broken window.

Xander checks on Dawn as Buffy frees herself from the shelves. Buffy informs Giles that, "It knows" and takes off after Sobek, who is now slithering down the street and wreaking havoc with the denizens of Sunnydale. Buffy runs after it, and Giles gets his car. They pursue after Sobek in Giles' red convertible.

Glory is furious and throws shoe boxes at Dreg. She is impatient for news from "snakey-wakey" about her Key. Apparently she is on a schedule.

Sobek bursts through a fence, and Buffy pursues him on foot grabbing a length of chain along the way. She jumps on his back and pulls the chain around his neck, strangling him (think Leia and Jabba the Hutt from Return of the Jedi). Unfortunately, he was only faking his death to get her to drop the chain. So she pulverizes him with punches until long after he is dead. The camera pans up from the dead snake being punched by Buffy to the lush building where Glory is waiting. Very close.

Riley At the hospital, Buffy asks Joyce if she wants her to stay, but Joyce feels she should talk to Dawn alone. Buffy exits, and Dawn enters. Outside the hospital room, Riley, wearing a turtleneck sweater, approaches Buffy. She buries herself in his arms, and he tells her to let it out. But she backs away from him, telling him she can't let it out, not now. If she starts, she won't be able to stop. Joyce calls Buffy back into the hospital room, and Riley is left very alone in the hall.

Synopsis written by Lori Ann Curley.

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