While Willow and Xander try to introduce Anya to the challenges of poker, Maggie Walsh applauds Buffy's latest training exercise with the Initiative's top agents. In less than a minute, Buffy manages to overcome Riley's squad with nothing but her own two hands and feet.

At the cafeteria the next morning, Buffy and Willow tell each other about the previous night. After Riley walks in, Willow makes sure that Buffy remembers their planned get-together at the Bronze later that evening. Meanwhile, Giles pays a visit to Spike's new home in the cemetery. Giles tries to motivate him towards joining their cause, but the only thing that Spike is interested in is the money that Giles owes him. Swearing off any future relations with the good guys, Spike orders Giles to leave. Later, Riley accompanies Buffy on her first trip into the Initiative laboratory beneath the surface of Sunnydale. Upon stepping out of the elevator, Buffy marvels at the vastness of the facility. Maggie Walsh greets them and escorts them to the central testing area, which is called the Pit. Buffy notices an unfamiliar pair of demons that are being observed by scientists, and Riley tells her about the difficulty of their capture. By the armory, Maggie shows Buffy a communication camera headset prototype that also reads the heart rate of whoever is wearing it. After the tour, Maggie issues a pager to Buffy in order to alert her to any future missions. Once the Slayer is gone, Maggie enters the restricted-access 314 lab, where Dr. Angleman is working on their secret project: a hideous biological weapon that they are creating out of various demon body parts. Named Adam, his completion is not too far away.

Meanwhile, Tara gives Willow a gift in the form of a rare Dolls-Eye crystal. When Tara explains that it once belonged to her grandmother, Willow respectfully turns down the offer. Tara then invites Willow to hang out at her dorm room later that night. Having made prior engagements with Buffy and the others, Willow regretfully turns down a disappointed Tara once again. At the Bronze, Buffy arrives late with Riley, whose friends tag along. Willow wonders if Buffy needs to slow things down and be more cautious, seeing how they still know very little about the Initiative and how Ethan Rayne's 314 warning factors into any of this. Before their conversation gets very far, the incessant beeping of the pagers pulls Buffy, Riley, and the others out of the Bronze and back to the laboratory. With Xander and Anya off on their own, Willow heads over to Tara's dorm.

During the mission briefing, Maggie and Dr. Angleman explain the squad's objective. They must capture a Polgara demon, which defends itself with bone skewers that extend from its arms. Dr. Angleman makes it perfectly clear that they must leave the demon's arms unharmed, which prompts a series of curious questions from Buffy. Afterwards, Riley assigns Forrest and Graham to head the Beta team, while Buffy accompanies him on the Alpha team. Out on patrol, Graham spots Spike walking through the woods. Failing to capture him with a net, Graham fires a tracking device into Spike's back as he makes his getaway. Distracted by Forrest's call on the radio, the Polgara demon takes Riley by surprise. Buffy rushes in to attack, while Riley and another agent ready their tasers. A drop kick to the demon's chest by Buffy gives them the opening they need, and soon the Polgara demon is stunned into submission. Stimulated by the fight, Buffy and Riley spend the night together in bed, consummating their relationship under the watchful eye of a hidden surveillance camera in the ceiling of Riley's room. Unbeknownst to either Buffy or Riley, Maggie Walsh sits in a secret room, watching their lovemaking on a monitor.

Pleased to wake up next to Riley in the morning, Buffy revels in her newfound happiness. When Buffy asks Riley if he knows anything about 314, the ringing of the telephone immediately breaks up their moment. Reporting in for duty, Riley stops outside the restricted-access security door. Curious about what Buffy said, he peers through the window and sees another door with the same number inscribed on it. Interrupting Riley's investigation, Maggie orders him to lead the Beta team in recapturing Spike. Once Riley leaves, Maggie informs Dr. Angleman that Buffy is apparently aware of their secret experiment. While Maggie prepares their back-up plan, Dr. Angleman completes the amputation of the Polgara demon's left arm. On the surface, Spike retreats to Giles' apartment for help. When Xander identifies the object in Spike's back as a tracking device, they conclude that the Initiative will be on their doorstep in no time. Meanwhile, Buffy returns to her room and finds that Willow's bed hasn't been slept in. Willow arrives shortly, but another series of beeps from Buffy's pager prevents the two from going into any detail regarding the events of the previous night. After Buffy takes off, Willow gets a call from Giles, who requests her assistance. At the apartment, Willow recites a spell that ionizes the surrounding atmosphere, thus obscuring the tracer's signal. As soon as Giles successfully removes the tracking device, Xander flushes it down the toilet, bringing an abrupt end to Beta team's mission.

In the Initiative lab, Maggie briefs Buffy on a basic reconnaissance mission. After notifying her of a possible hostile roaming the sewers, Maggie equips Buffy with the com-cam prototype and a taser. Soon after beginning her mission, Buffy detects the target heading towards her from up ahead. When two axe-wielding demons step around the corner and confront Buffy, she immediately recognizes them from the Pit at the Initiative laboratory. Realizing that something is up, Buffy aims her taser and pulls the trigger. Instead of firing an immobilizing bolt, the weapon short-circuits in Buffy's hands, forcing her to drop it. In an instant, a steel gate drops behind Buffy, sealing off her escape route. As Buffy engages the demons in hand-to-hand combat, Maggie watches the struggle via the com-cam headset. During the struggle, Buffy's headset is knocked off her head and falls to the ground. The view from the camera, along with the terminated heart rate, leads Maggie believe that Buffy has been successfully eliminated. Back in the sewers, Buffy lures one of the demons into taking a careless swing with his axe. Buffy dodges the weapon, which sinks into the chest of the other demon. With one down and one to go, Buffy disarms her opponent, sending the axe into the nearby water canal. However, the demon strikes back, knocking Buffy to the ground before retrieving his axe. Noticing that the taser is still short-circuiting, Buffy grabs the sabotaged weapon and throws it into the canal. In seconds, the demon is electrocuted to death.

When Riley returns from his failed recovery mission, Maggie informs him that Buffy is dead. Unable to comprehend what he's hearing, Riley is overwhelmed with grief. Suddenly, his eyes fall on the set of monitors behind Maggie, which show Buffy adjusting the com-cam to a suitable angle. Maggie's act is cut short by the sound of Buffy's voice, and she turns to hear the Slayer threaten her with payback. Realizing his boss' deception, Riley leaves the premises, refusing to acknowledge Maggie's orders to stop. Back at Giles' apartment, Spike vows to stay in Sunnydale until something is done about the implant in his head. Buffy arrives shortly afterwards, and she tells the others that the Initiative is not what it seems.

Inside the 314 lab, a furious Maggie Walsh paces around the motionless body of Adam. She declares her intent to get Riley back and get rid of the Slayer once and for all. Suddenly, a sharp pain rips through Maggie's chest. When she looks down, she recognizes the tip of a bone skewer protruding from her chest. Moments away from death, Maggie slowly looks over her shoulder to see Adam standing behind her. As Maggie drops to the floor, Adam looks down at her now-lifeless body and affectionately says, "Mommy."

Episode Synopsis by: Alan Hufana