Adam summons Riley via a chip that Maggie Walsh placed in the young man's chest. He tells Riley the master plan, which is to create a race of demon/human hybrids. Spike arrives and enjoys Riley's frustration but is frustrated himself when Adam still won't remove Spike's own chip. Spike apparently didn't quite think through his plan to separate the Slayer from her friends - Willow is decrypting the Initiative discs he gave her, but if she and Buffy aren't speaking then the Slayer can't act in the intel they contain.

Willow and Tara go to Giles' flat for Willow's laptop and find Giles extremely hung over. They leave awkwardly, with no resolution. Anya tries to cheer up Xander, who is worried that his friends are right and that he is a directionless loser. Adam introduces Riley to the reanimated Walsh and Angleman, who will help Adam create demonoid creatures for the new world order. Dead Forrest is there as well, also reanimated and actually quite pleased about his transformation.

Buffy finds Spike in the caves where she last saw Adam. He pretends to be looking for "a little weekend getaway place", but his awkward attempts to get her to talk to Willow again make her suspicious of his motives. As the discs decrypt themselves, Buffy calls Willow and gets the four - Xander, Giles, Willow and Buffy herself - to meet and clear the air. Tara and Anya sit out the peace talks.

The core four realize that Spike deliberately set them against each other. They also acknowledge that he was only able to do so because they had grown apart over the course of the past year. As they talk, they compare notes and figure out Adam's plan to build a new race from the bodies of all the humans and demons that would die in an all-out war between Initiative commandos and their easily captured HSTs.

Buffy, Xander, Willow & Giles sneak into the Initiative through the elevator shaft and share some overdue, heartfelt hugs before they venture out. But Col. McNamara and his men are waiting for them. Buffy demands that he listen to her but he's already convinced she and the others are a bunch of freaky anarchists, an opinion that isn't changed when Giles explains that he's holding a magick gourd. Then the power goes out and backup doesn't respond. Adam releases all the demons, and the carnage begins.

Buffy tries to get McNamara to let her fight, but he orders two of his men to lock up the lot of them. As soon as McNamara is out of the room, Buffy clocks both of the guards left in charge of them. Willow jacks in, looking for Adam. She discovers evidence of a secret lab behind 314. That's where Buffy expects to find Adam, so she leads the way as the four battle their way to a staging area nearby where they can work undisturbed. Spike is now fighting the demons as well; because he didn't deliver Buffy alone, Adam won't take out his chip.

Digging the chip out of his own chest, Riley joins in the battle, taking out the reanimated Maggie, Angleman, and Forrest. And Xander, Willow and Giles perform the Enjoining Spell, imbuing Buffy with power far beyond her Slayer abilities. Speaking Sumerian, wielding powerful magick, and with the heart of a lion, Buffy is able to rip Adam's power center from his body. He falls to the floor, dead, but the battle is still raging outside. Wisely, Spike decides to back the winners, protecting the Scooby Gang as they finish.

Col. McNamara is killed, but many other commandos manage to escape, thanks to the Scooby anarchists and Riley, the deserter. And neither that fact nor the irony of it is lost on the military top brass. The government knows their only option is to dismantle the Initiative: "Burn it down and salt the earth."

Synopsis adapted from The Watcher's Guide

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