Willow, Anya and Xander are having themselves a game of poker, although Anya's not too clear on the rules, and Willow is trying to use magic to help her game. Xander announces that he's the new local distributor of Boost Bars. Willow's not impressed, citing their tastelessness. Xander brings up Buffy, and Willow figures that she must be out with Riley "You know what it's like with a spanking new boyfriend." Anya reveals that they do indeed know what it's like, as they have enjoyed spanking. A flustered Xander is prompted by the talk of Buffy and Riley to bring up the subject of the Initiative Anya feels threatened by them, and Xander wonders what exactly they're up to.
For the moment, they're up to stalking their current prey, which turns out to be... Buffy. She promptly kicks their asses, using one of them to block the shot of a taser. Walsh appears, and states that it took the team 42 minutes to track her, and she took only 28 seconds to neutralize them. Buffy claims she was just lucky, but after she walks away, she makes sure Riley knows she was just being modest. Graham compliments her as he walks by ("Awesome, Buffy!"), though Forrest tends to his wounds and pouts. Riley assures her that she's a hit: "Everybody loves you." Walsh, watching them from afar, doesn't exactly look like a woman in love.
The next day, Buffy animatedly shares her victory with Willow over coffee. Willow worries that Buffy will be let down by that night's activities the gang plans to gather at the Bronze. Buffy insists that she's looking forward to it; she misses the gang. Buffy spots Riley enter the cafeteria, and seeing him grab a Twinkie (not a healthy lunch for a demon fighter), comments that "he is so gonna be punished." Willow pouts that everyone's getting spanked but her, which Buffy doesn't quite get.
Giles enters Spike's new mausoleum... er, home, uninvited. Spike isn't overjoyed by the visit, although he is more than willing to take the money that Giles owed him for his help with Giles' demon situation. Giles begins to suggest that Spike's current condition could have a higher purpose, but Spike interrupts to kick Giles out, making it quite clear that he wants nothing more to do with Giles or the Scooby Gang.
Buffy and Riley are looking into each others eyes. Riley reassures Buffy that she doesn't have to do this if she's not ready; they can wait. But Buffy is ready... to enter the Initiative Headquarters. They step up to the elevator and have their retinal scans done; the system notes Buffy's new scan. Buffy is flabbergasted at the size of the place when Riley leads her in. The two are about to share a kiss when Walsh walks up, giving Buffy a visitors pass and some reading material about the Initiative. They begin the tour, starting with "The Pit," the area where the actual hands-on HST research is done. Walsh talks about the behavior modification they do to the demons, and Buffy accidentally mumbles that she's seen this (referring to Spike). She covers, claiming she saw it done to gorillas and sharks on the Discover Channel. Buffy inquires about the armory, and they head over. Buffy picks up a toy that she's spotted, which turns out to be a $20,000 communications camera (Com-Cam), which allows those back at the Headquarters to watch and hear what's going on around the person wearing it, as well as monitoring their heart rate for research. They head off to see the HST containment area. Cut to a while later, when Walsh gives Buffy a pager (for Initiative use only) and her security card.
Back at school, Tara attempts to give Willow a Doll's Eye crystal that was her grandmother's, but Willow is uncomfortable accepting the gift, instead suggesting that they do spells with it sometime. Tara suggests that Willow could come over that night, but Willow awkwardly declines, citing plans with other people whom Tara probably wouldn't be comfortable with. Tara is clearly disappointed, and rushes off to class.
Over at IHQ, Walsh enters room 314. Dr. Angleman, one of the other scientists, is already in there. He opines that Buffy is an unnecessary risk, and Walsh admits that he may be right. Walsh inquires about "their baby," who Angleman reveals has off-the-charts motor functions and reflexes. Walsh is pleased, and looks down at Adam, who turns out to be a Frankenstein-like creature, made up of demon parts, with wires attached to various parts of his body. Walsh talks to Adam: "Almost time to wake up Adam... I know you're gonna make me proud."
At the Bronze, Willow looks at her watch. Anya complains that Xander is paying more attention to his Boost Bars than her, but Xander explains that he can buy her nice things if he makes money. Just when Xander is about to give up on Buffy, she enters.. with Riley, Graham, Forrest, and some other commandos in tow. The gang is clearly uncomfortable, and Anya pulls Xander away to dance. Riley and his guys go off to get drinks, and Buffy explains that they were throwing her a celebration, making it impossible not to invite them. Willow pouts, claiming that if she'd known if was a free-for-all, she could have invited someone. Buffy apologizes, and wonders who Willow would have invited; Willow lies and claims she meant a hypothetical someone. Buffy explains how she's in the Initiative now (but not really "in"), and Willow worries that she's rushing it, since she doesn't even know everything about them. Buffy isn't particularly concerned, but they are interrupted when her pager goes off, along with all the guys' pagers. They rush off.
At IHQ, Walsh and Angleman brief the group about a Polgara demon on the loose. Angleman makes it clear that they are not to damage the demon's arms, from which bone skewers jut out of during battle. Buffy raises her hand, and Walsh hesitantly allows her to speak. Buffy wonders why they can't damage its arms, and Angleman comments that they need to study them for research. Buffy raises her hand again, wondering what their purpose is, as she finds it easier to fight if she knows the demons goals. Angleman declares that they're nothing but destructive. Buffy raises her hand again, but Walsh puts an end to the question and answer period, ordering Riley to take command. He does, and arranges four squads, one of which will be headed by Forrest. Walsh reminds them that this is a "zap and trap," and not to kill the demon. "Any questions," Walsh asks, and begrudgingly calls Buffy's name when she shoots her hand up again.
Willow knocks on Tara's door, explaining that her previous engagement ended when one friend left with some other friends, commenting on the irony. She wonders if Tara wants to do something, despite how late it is. Tara just smiles goofily and lets her in.
Out on patrol with Riley and three other guys, Buffy worries that Walsh hates her know, but Riley reassures her that she's just not used to questions. He insists that Walsh does like her (and did even before he did), but suggests that they discuss it later, as he needs to concentrate on the task at hand (not being blessed with her reflexes).
Elsewhere, Forrest is bitching that that Riley put him in charge of his own team he's usually Riley's second in command, and he's obviously jealous of Buffy having taken his place. Graham belittles Forrest's complaints, pointing out that at least he's team leader. They're interrupted when Graham spots Spike (a.k.a. Hostile 17) heading home with a bag of groceries. They send two commandos to attack, but Spike manages to get away. Graham shoots him before he's out of sight, and Forrest reveals that he's been tagged with a tracer. They call Riley, who's on the cell phone when the Polgara demon arrives on the scene. Buffy and Riley take control of the fight, and the scene is intercut with very sexy shots of Buffy and Riley preparing for, and then having, sex. The shots cut back and forth until they take out the demon. "So. What do you wanna do now," asks a breathy Buffy. Cut to later when the two are making love. We then see a black and white image of the two on a TV screen Walsh is watching the whole thing back at IHQ, and she doesn't look happy.
Over at Giles' the next day, Giles begrudgingly agrees to try one of Xander's Boost Bars, but is very disappointed with the taste. Suddenly, there's banging on the front door, and Spike bursts in, hiding under a tarp. He reveals that he's been running from the Initiative for hours, but he can't get them off his tail. He insists that they help him, but Giles makes him first give him back what's left of the money he paid him.
Buffy wakes up, and instantly checks to make sure Riley is there. He is, of course, and the two kiss. A chirping noise interrupts them, reminding Riley to take his vitamins. Buffy jokes about how regimented he is, and they discuss the fact that in the military, you follow orders, not ask questions. Riley's not too concerned with what goes on behind closed doors; he's fine just knowing that he's doing a good thing. Just as Buffy asks what 314 is, the phone rings. It's Walsh, telling him there's a situation. He jumps up and heads off.
When he arrives at IHQ, Riley peers into the security door, looking at the door of room 314. Walsh spots him, and orders him to meet up with the other guys, and to make her proud. He leaves, and Walsh goes into room 314. She tells Angleman that Buffy has become a danger; she knows too much and has too much influence over Riley. He suggests that they move to the contingency plan, though Riley will take it hard. "That's why sooner is better," reasons Walsh.
Giles is digging at the thing that's stuck in Spike's back from where he was shot. Xander realizes that it's a tracer, and that they don't have much time before the Initiative tracks it.
Buffy arrives back at the dorm just a moment before Willow, who also didn't come home last night. Willow appears to be holding the crystal that she earlier refused from Tara. Buffy apologizes for last night, and Willow tells her not to worry about it, though there seems to be some tension in the air. Buffy's pager goes off, and she takes off. The phone rings just then it's Giles, needing Willow's help.
At IHQ, Walsh tells Buffy that she's got a small assignment it shouldn't be difficult, and could turn out to be just a raccoon. Nonetheless, Walsh arms Buffy with the Com-Cam and a taser, just to be safe. Buffy hesitantly tells Walsh that there's some things about the Initiative that she doesn't understand, and Walsh offers to have a talk when Buffy gets back. Buffy heads off, but not before asking Walsh if she's supposed to salute her.
Back at Giles', the group gathers around Doctor Giles and a drunk Spike (using alcohol as an anesthetic). Willow does a spell to ionize the air (using what, again, looks like Tara's crystal), which will throw off the tracking system and buy them some time. She finishes, and there's a flash of light as all of the lightbulbs pop. Willow wonders if it worked it would appear that it did, as the gang's hair is all standing on end.
Forrest announces to Riley and the commandos that the tracer is suddenly not working correctly; he can't pin it down. He is pretty sure that they're in the right area, but they realize that they'll need to change into regular clothes, as they need to go into populated areas.
Underground somewhere, Buffy scouts for a bad guy. At one end of the tunnel she's in, a closed gate can be seen. Two demons appear Buffy recognizes them as the two that she saw being operated on at IHQ yesterday. She shoots at them, but the taser just backfires and sparks. A gate suddenly falls shut, and Buffy realizes that she's walked into a trap. She and the demons fight, while Walsh watches and listens at IHQ, calmly sipping her coffee. Suddenly the Com-Cam shows a view of an ax, and then falls to the ground. The heartbeat monitor slows down and eases to a flatline. Walsh looks around, then takes another sip of her coffee.
Outside, Forrest reveals that the signal is somewhere within a two-block radius. Inside Giles' house, Willow is concerned that the spell is wearing off. Giles finally pulls the tracer out, just as the signal clears up for the commandos. Xander runs off with it, and Forrest tracks it it's heading right for them. The commandos prepare, but don't see Spike anywhere. Forrest is confused when the tracer appears to have moved right past them. Riley, spotting a street drain, realizes that it was flushed.
Buffy, very much not dead, is still fighting the demons. One of them accidentally hits the other, presumably killing it. It gets a good blow to Buffy, knocking her down, and is about to swing with its ax. Buffy realizes that the demon is standing in a pool of water, and she tosses the faulty weapon in with it, electrocuting the demon.
Riley reports to Walsh to tell her about Spike, but she interrupts, telling him she has bad news about Buffy. She tells Riley that two of the hostiles escaped into the tunnels, and Buffy went after them on her own. "She's dead, Riley," announces Walsh. As Riley attempts to take this in, Walsh shares the details of how she tried to make Buffy wait for a backup team, but Buffy insisted that she could handle it. As Walsh begins to whine about how maybe she could have stopped her, Riley spots Buffy on the TV screens behind Walsh. Walsh hears Buffy's voice before she notices. Buffy reveals that she's well aware of the plan, but if she thinks that was enough to kill her, then Walsh really doesn't know what a Slayer is. "Trust me when I say you're gonna find out," threatens Buffy, before she stomps on the Com-Cam and the signal goes out. Walsh slowly turns to look at a stunned Riley. He gives her a hard, cold look before walking away, leaving her calling after him.
Over at Giles', Giles tries to convince Spike that he should leave Sunnydale, but Spike doesn't want to leave until he's been cured. Giles insists that Sunnydale is not a safe place for Spike as long as the Initiative is there. "No," a just-arrived Buffy announces, "it's not safe for any of us."
Walsh is alone with Adam in room 314, talking to herself. She claims that she's worked too long to let some little bitch threaten her project, and that Riley will understand once she's gone. Suddenly, her soliloquy is interrupted by a skewer shooting through Walsh's chest. She looks down at it, and then behind her, spotting Adam. He pushes her off his skewer, and she falls to the floor. "Mommy," says Adam.