While eating lunch at the cafeteria, Riley and two of his friends, Forrest and Graham, talk about Buffy, whom they watch from a distance. While Forrest and Graham have no trouble admitting their approval of Buffy's physical attributes, Riley can't get past her strange behaviors. Meanwhile, Spike finally regains consciousness from the taser shock. He finds himself in a mysterious holding cell with an electrified, glass door. Looking around, he realizes he is in one of many similar cells, each containing an imprisoned demon.

At Giles' place, Xander and the former Watcher conclude that the commandos are most likely human, meaning that Buffy won't need any assistance taking care of this threat. Their boredom is short-lived, however, when Buffy arrives and tells them of her plans to cheer up Willow by taking her to a party at Lowell House that night. Given her prior arrangements, Buffy assigns Giles and Xander to patrol duty. At the end of psych class, Willow points out to Riley that he didn't call out Oz's name while taking attendance. Riley explains that Oz dropped the course and won't be coming back. When Willow tries to convince him otherwise, Professor Walsh makes it clear that Oz is gone from the class for good. Buffy overhears this and gives the professor a piece of her mind before taking off after Willow. Later, Riley tells Forrest and Graham about Buffy's confrontation with Walsh. When Parker passes by, Forrest tries to get some details on Buffy. Parker's chauvinistic attitude results in a punch to the face from Riley's fist. Outside, Riley comes to the realization that he really likes Buffy. Seeking out Willow at her dorm, Riley asks Buffy's roommate for some helpful advice. In light of her recent heartbreak, Willow is not too keen on helping Riley hook up with Buffy, but she eventually decides to give him the benefit of the doubt. Willow mentions the party, which Riley identifies as the one being held at his house later that night. They agree to use the party as a prime opportunity for Riley to talk to Buffy.

Meanwhile, Spike paces back and forth in his cell when a blood pack drops from the chute in the ceiling. Before he can sink his teeth into it, Spike hears a voice from the other side of the wall telling him that the blood is drugged. Another vampire, Tom, explains to Spike that the drug is used to render the subject unconscious, at which point they are experimented on. A few moments later, a pair of scientists arrive at Spike's cell to take him to the lab. Thinking he's out of commission because of the empty blood packed next to him, they unlock the cell and pull him out. Suddenly, Spike attacks the two scientists, freeing Tom from his cell in the process. While trying to escape, Spike and Tom encounter an emergency squad armed with stakes. Spike hurls Tom into their arms and makes a run for it, leaving Tom to suffer the dusty consequences. Reuniting with Harmony at their old lair, Spike announces his plans to finish Buffy once and for all. Fed up with his tired routine, Harmony takes Spike's belongings outside and prepares a bonfire. Before she can light the match, Xander finds her, and two get into the most pathetic "fight" the world has ever seen. After backing off, Xander learns from Harmony that Spike is back in town.

Shortly after arriving at the party, Willow walks up to Riley and gives him some last-minute pointers on dealing with Buffy. Unfortunately, Riley chokes at the key moment and ends up making a fool of himself in front of Buffy. After a pep talk on the couch, Riley tries again while Willow heads back to the dorm. Before he can get very far, Xander arrives and takes Buffy with him. Observing their comrade's defeat, Forrest and Graham tell Riley to meet them downstairs. While Riley attempts to save some of his dignity, the trio enter a hidden elevator and descend to an underground complex. After getting out, they pass by several demons and supernatural creatures undergoing tests, scientists in white coats, and transports loaded with armed commandos. They finally meet up with their boss, Maggie Walsh, who informs them that one of the subjects, Spike, has escaped. She orders Riley to lead the recovery mission, explaining that the subject's escape could endanger the security of their organization, the Initiative.

Back at Giles' place, Buffy gets the info on Spike's return from Xander and Giles. Before she can leave, Xander gives Buffy a flare gun which he requisitioned during his military state on Halloween a couple years ago. Xander persuades the reluctant Buffy to signal them if she gets in trouble. Meanwhile, Spike invades Willow's room. Not giving her any chance to escape, Spike throws Willow to the bed and lunges for her neck. However, an intense shock delivered straight to the brain stops Spike every time he tries to bite Willow, keeping her relatively free of harm. After a moment of confusion and consolation, Willow sees her opportunity to stun Spike and get out. Just as she reaches the door, the power is shut down through all of Stevenson Hall. Wearing night vision goggles, Riley, Forrest, and Graham enter the dorm and break the door open. Willow tries to escape, followed by Spike. He tries to sink his fangs into the commandos, but the painful shock keeps him from doing any real damage. In the heat of the battle, a punctured fire extinguisher fills the hall with a thick cloud. Buffy arrives and fires the flare gun, blinding the team through their night vision goggles. With the mask still on and his eyes momentarily blinded, neither Buffy nor Riley can identify each other and as they fight one-on-one. Spike flees, with Forrest and Graham unable to give chase. Unable to subdue his opponent, Riley aborts the mission and takes off with the others.

Later, Maggie Walsh expresses her stern disappointment with the team's failure to recapture Spike. Riley reports that the implant they used on Spike renders him virtually harmless. The next day, Riley spots Buffy walking around on campus. Feeling a little more confident this time around, Riley strikes up a conversation which Buffy finds strangely enjoyable. They walk the rest of the way together, completely unaware of what each other was up to the night before.

Episode Synopsis by: Alan Hufana