Written by Matt Kiene & Joe Reinkmeyer ~ Directed by Bruce Seth Green
At the Sunnydale Zoo, Buffy walks sulkingly around while Xander and Willow amuse themselves by watching the zebras mate. Four students, Rhonda, Heidi, Kyle and Tor find much pleasure in causing trouble and picking on other students including Buffy and another student, Lance. While teasing Lance, Principal Flutie walks up on the group, threatening them, but Lance sticks up for them and the award him with the honor of escorting them into the restricted Hyena exhibit. Xander spots them and offers to go in and save the day. After he leaves, Buffy and Willow decide that they should follow, just in case. But they are stopped by a zookeeper who tells them that the area is restricted because the hyenas just came in from Africa and they are quarenteened.
In the Hyena cage, the four bullies push Lance dangerously close to the hyenas. Xander arrives just in time to stop them and get caught by the hyena's glares. The eyes of all four bullies, including Xander, glow brightly and they all start laughing. Later, at the Bronze, Xander begins to show signs of change when he rudely eats Buffy's food and then, after the pack of bullies come in, and start teasing an overweight boy, he joins in on it. At school, the change progresses even further when he drops geometry as well as his friendship with Willow. Buffy doesn't know what's wrong with him, and worst of all, Giles doesn't want to believe her.
Xander and the rest of the pack, go on a hunt for food. They find their meal in Herbert, the school mascot who is a pig. Later, when they find him eaten, Giles decides that there is something wrong with Xander and the other four. They all research and find out that with the help of a specific ceremony, the sprits of the hyenas -- a special African breed -- were lifted into the five. Buffy goes out in search for Xander and the pack, hoping to stop them from hurting anyone else. She starts her inspection in Herbert's room where she finds the cage, torn to pieces and Herbert's remains on the floor.
In the room, she encounters Xander whom she later fights with until he pins her up against the soda machine and attempts sexual assault. Buffy brings him, unconcious back to the library after hitting him with a desk and locks him up. Meanwhile, the rest of the pack are sent to the Principal's office. After Principal Flutie tries to lecture them, they attack him and eat him. (Thankfully this isn't shown) After Giles returns from a meeting where he is informed of Principal Flutie's death, he and Buffy take off to get more information from the zoo keeper while Willow stays with Xander. When he awakens, he tries to lure the keys away from her, but she's smart enough not to let him.
At the zoo, they work together to try the transpossesion of the students in hopes of removing the hyena's sprits and putting them back into the hyenas. When they discover that the pack will come looking for it's lost member before feeding, Buffy rushes back to the school to save Willow. However, the pack has already gotten there and breaks Xander out of the cage while Willow runs away. She is cornered in a classroom by Xander but Buffy and Giles arrive in time for them to save her.
When the pack goes off looking for another meal, they prey on a family of three that are getting into their car and leaving somewhere. They attack the car and Buffy comes to break up their party. In the meantime, Giles discovers the truth behind what happened. The zookeeper, was trying to transport the hyena sprits into himself, but failed. Giles is knocked unconcious and dragged into the back room. When Willow hears Buffy getting closer, she runs in to warn Giles and the zookeeper. Instead, she is taken hostage and held at knifepoint while the zookeeper transfers the spirits into his own body.
Just as he's about to bite Willow, Xander jumps at him, knocking Willow away to a safe distance. Buffy fights him and ends up dropping him into the hyena cage. The next day, Xander appolgizes for anything he may have done while a hyena and hopes that Buffy will forget about his attack on Buffy when he pretends to not remember anything. After the girls leave, Giles tells Xander that he doesn't know of any memory loss being factored in. Xander asks him to keep that their little secret.
