After Buffy details the events in the sewers, Spike suggests that Riley is probably in on it. The others offer their own opinions, but Buffy refuses to believe that Riley knew anything about Maggie's plot. As far as Maggie's reasons go, they surmise that Buffy must have been getting too close to something, such as the significance of 314. Deciding that all of their lives are in danger from the Initiative, Buffy orders the gang to stay in Xander's place for the time being. Just as Giles objects to this course of action, Riley arrives at the apartment to see if Buffy is okay. Buffy tries to explain what happened to her, but Riley has trouble buying the fact that Maggie or the rest of Initiative is hiding something. However, Spike's presence distracts Riley from the subject at hand. Finally recognizing the vampire, Riley turns the tables on Buffy, demanding her excuse for harboring a known target of the Initiative. Spike takes off, leaving Buffy and her friends to focus Riley on the more important matter at hand. Still in denial, Riley leaves on his own.

Emerging from the underground lab and onto the surface for the first time, Adam slowly takes in his surroundings. Adam soon comes upon a lone young boy in the woods. When the boy's curiosity falls on the bone skewer in Adam's left arm, a knowing grin forms on the face of Maggie's creation. The next morning, Buffy and the gang greet the new day with a news report on the television regarding the brutal murder and mutilation of a young boy in the woods. When the reporter mentions a skewer as the probably murder weapon, Buffy assumes that Maggie sent the Polgara demon after her. Meanwhile, Dr. Angleman enters the 314 lab and tries to find his way in the darkness. Slipping on a pool of blood, Angleman immediately spots the body of Maggie Walsh. On the surface, Forrest grills a returning Riley with inquiries regarding the previous night. Taking Forrest into his room for privacy, Riley admits his conclusion that Maggie tried to have Buffy killed. However, Forrest won't believe that Maggie's reasons were anything but legitimate. Forrest goes on to express his feeling that Buffy probably deserved whatever Maggie had in mind for her. Just as their debate begins to heat up, Graham interrupts the scene with news of Maggie's death.

The sight of his murdered mentor is almost too much for Riley to bear, as Forrest attributes her fatal wound to the act of a wooden stake. Seriously disturbed by this accusation, Riley challenges Forrest. Dr. Angleman breaks the two apart, demanding a moment of respect for their fallen comrade. Riley and Forrest listen as Dr. Angelman mentions the recent escape of the Polgara demon. Angleman then informs Riley and the rest of the team that the government has ordered them to cease all operations until further notification. Knowing that Dr. Angleman has no real authority over them, Riley orders his troops to patrol the entire town of Sunnydale and permanently eliminate the Polgara demon. At the cemetery, Forrest and Graham inspect Spike's crypt, but they leave without locating the vampire's hidden resting place. Buffy, in the meantime, arrives at the crime scene to search for any traces of the Polgara demon's trail. Riley arrives shortly and informs Buffy of Maggie's death. Back at UC Sunnydale, Willow stops by Tara's room. After they discuss the spells they performed all-night recently, Willow suggests that they perform another spell, one that would conjure the goddess Thespia to locate any demonic energy in the area. After constructing a basic map of the town on the floor, Willow pours a handful of the potion into her hand and Tara's. While Willow blows her portion onto the map as the spell requires them to do so, Tara stashes her handful of the potion under her bed. When Willow opens her eyes, she believes that the spell was a total failure.

Meanwhile, Buffy pays a visit to Willy's bar, hoping to get some information on the whereabouts of the Polgara demon. However, Willy hasn't heard anything about the demon since it was originally captured by Buffy and the Initiative. As Buffy turns her line of questioning to the Initiative and 314, Riley walks in and immediately spots Buffy. Further confused by Buffy's apparent socialization with demons, Riley demands answers from the Slayer. Buffy notices the uncontrollable trembling in Riley's hands, which forcefully grab her by the shoulders. When a woman tries to leave the scene, Riley draws his gun and levels it at the frightened patron's head. Buffy and Willy try to talk him out of it, but Riley cannot manage to distinguish right from wrong, good from bad, anymore. Finally, Riley lowers his gun and slumps onto the counter, allowing the terrified woman to make a hasty exit. After Buffy brings him back to Xander's apartment, Riley struggles to understand what is happening to him. As Riley declares the loss of everything he's ever held to be true, Buffy notices a crimson rash on his hand. Riley's nails continuously scratch at the rash, and Buffy pulls his hands apart. Pulling a scarf from her hair, Buffy wraps the garment over Riley's wounded hand before getting him to rest. By the laundry machines, Giles and Anya tell Buffy of the inconsistencies between the young boy's murder and the documented behavioral patterns of the Polgara demon. Suspicious of Riley's deteriorating physical condition, Buffy believes that there is more to it than grief. She asks Xander to accompany her on an investigation of the Initiative laboratory.

After Buffy passes the retinal scan and gains entrance to the main elevator, she changes into a scientist's lab coat and glasses while Xander wears the fatigues he's been keeping in his basement. As they roam through the facility, Buffy and Xander overhear a conversation between Dr. Angleman and another scientist. According to them, the Initiative soldiers have been fed performance-enhancing chemicals unknowingly through their food. Since Riley dispatched the team that morning, the soldiers have been experiencing severe withdrawal. Most of the soldiers have returned to the lab, but Dr. Angleman insists that they find Riley soon, due to his vital importance to their project. Back at Giles' apartment, Riley abruptly gets out of bed and asks for Buffy. When he realizes that Buffy has infiltrated the Initiative, Riley gets dressed and heads for the stairs. Willow tries to block off his exit, but Riley shoves her to the floor and heads up the stairs. In the lab, Buffy and Xander follow Dr. Angleman through a security door and confront him inside the room. When Dr. Angleman tries to warn Buffy that her presence has probably been alerted to security by now, Riley appears with news that the security monitors are currently off-line. Buffy turns her attention back to Angleman, who confesses that Maggie was responsible for the attack on the Slayer. When Dr. Angelman begins to reveal the details of Project 314, Riley decides that he's heard enough and doesn't want Maggie's memory to be tainted by these accusations. Buffy tries to convince him that she's only after the truth, but Riley's psychosis has reached the point where he believes his own girlfriend is responsible for everything that has happened recently. Before their argument can escalate, the body of a soldier hits the floor not too far from where they are standing. Buffy, Riley, Xander, and Dr. Angleman look up to see Adam, who has returned to his place of creation.

Dropping down to the floor below, Adam pulls from his pocket a stack of computer disks that he retrieved from the lab. Inserting them into a disk drive in his chest one by one, Adam recalls files that detail his own existence as a "kinematically redundant, biomechanical demonoid". After inserting a disk labeled "Finn", Adam tells Riley how the two of them are connected in the eyes of the late Maggie Walsh. While Maggie literally constructed Adam with various parts of humans, demons, and machines, Professor Walsh was also responsible for creating Riley. Although Riley has a true biological family in Iowa, it wasn't until he met Maggie Walsh that he started his path to becoming the soldier that he is today, due in part to the chemicals that he was fed daily. When Adam offers to disclose the full scope of Maggie's plan for the two of them, Riley puts a stop to the back story by aiming his gun at the creature. In a blinding instant, Adam shoves the gun aside, knocks Buffy to the floor, and sends Riley flying across the room with a thunderous punch. After flooring Xander easily, Adam extracts his bone skewer and drives it through a fleeing Angleman, who dies instantly. Riley makes another attempt to fight, but Adam quickly stabs the soldier's torso with his bloody skewer. Down for the count, Riley can only watch as Buffy tries her hand at fighting Adam. Unfortunately, her blows have virtually no effect on Adam, who crushes her to the floor once again. As the rest of the Initiative squad tries to bust into the room, Adam escapes through a ceiling vent. Just as his feet disappear into the shaft, the rest of the team barges in, completely unaware of the departed Adam. Riley confirms Buffy's story that Adam was responsible for his own injury as well as Dr. Angleman's murder. While the troops launch a search for the creature, Forrest orders Buffy to back off and let them take Riley to a military hospital.

Elsewhere, Spike waltzes in to Willy's bar for a drink. However, Spike gets a greeting in the form of a severe beating from several of the demon patrons. Disgusted with Spike's apparent alliance with the Slayer, the demons threaten the vampire outcast with a merciless death if he doesn't wise up soon. The next morning, Buffy and Willow try to figure out what to do about Adam, while also wondering about Riley's fate. Buffy fears that her boyfriend is completely alone in the Initiative infirmary, but such is not the case, for Riley still has her scarf wrapped around his hand to motivate a quick recovery.

Episode Synopsis by: Alan Hufana