Buffy teams with Riley after she is allowed access to the Initiative; Spike is targeted by commandos.

Having gained control of Riley's mind, Adam sets in motion his plot to create an army of unstoppable soldiers and destroy the Initiative.

After Dawn talks to a guidance counselor about her feeling lonely, she accidentally puts a spell on Buffy and her friends, trapping them inside the Summer's house with a sword-wielding demon.

After Buffy is stung by a demon, she begins to have vivid day-dreams about a mental asylum. She gradually begins to believe that she is a crazy girl back in L.A and that Sunnydale and all her friends are just a figment of her imagination.

Buffy accepts an invitation to dinner from Principal Wood, and the secrets of his past are revealed. Xander impresses a beautiful girl with his knowledge of rope, and she seems to be interested in tying him up. Meanwhile, the First contacts Andrew in another attempt to destroy the Potentials, and Giles finds himself tongue-tied with the new Potential, Chao-Ahn.

After killing Caleb, Buffy conceives a plan to defeat the First once and for all. Willow invokes a magic spell that alters the ancient Slayer spell and gives Buffy the allies she needs to fight the Uber-Vamp army. An epic battle ensues and several good friends are lost. At the end, Buffy faces a completely new problem -- one she's glad to have.