A New Man

Buffy and Riley are making out on her bed, but before it gets too serious, Willow barges into the room and tells them of a demon that attacked the library. Armed with weapons, they go to the library only to find that it's a surprise party for Buffy's 19th birthday. At the party, Giles feels out of place, especially when Buffy introduces Riley as her boyfriend, and brags about how wonderful Professor Walsh is.

Now able to hurt and kill demons, Spike packs his things as he moves out of Xander's basement. Professor Walsh is informed that Buffy is the Slayer. After revealing Riley's 17 captures and kills, she inquires about how many hostiles Buffy's killed, but she keeps quiet to avoid bragging. Giles discovers a demon is going to rise, and calls Buffy, but Willow informs him that she is with Professor Walsh. Buffy tells Riley the truth about her history of slaying and he's incredibly intimidated, but also impressed. Giles goes to talk with Maggie Walsh about Buffy, but is offended when she says that the lack of a father figure in Buffy's life is a problem.

Willow and Xander go with Giles to the cemetery to find the demon. They are very late and fail to find the demon. Instead, they find the area incredibly clean, which Willow suggests, is the works of the Initiative. She and Xander go on about how thorough the operation is, only to discover that Giles never knew about the Initiative or that Riley and Professor Walsh are behind it. Again feeling incredibly out of the loop and unwanted, Giles sends Willow and Xander away and then leaves himself. Ethan walks out of the shadows, promising something interesting will happen, only he caught when Giles re-enters the mausoleum.

Offering good information, Ethan postpones having his ass kicked by Giles. Going out for a drink that night, Ethan tells Giles that demons are scared, especially by something called 314. Buffy and Riley spar together, both holding back at first until they decide not to. Buffy kicks Riley hard enough to send him flying across the room. Both drunk, Giles complains about the bad things that are happening to him, and Ethan flirts and gives his number to their waitress. Willow and Tara meet to practice magic.

When he wakes the next morning, Giles discovers he's been transformed into a demon with two big horns, and incredible strength. First trying to make a call, he breaks the receiver, then breaks the door off its hinges as he tries to leave the house. At breakfast, Willow lies to Buffy about where she was, saying she was practicing Magic alone. Buffy realizes she never told Giles about Riley and the Initiative. Giles goes to Xander's place and tries to get help from him, but when Xander wakes up, he is frightened, and doesn't recognize him. When Xander starts to throw things at him, Giles realizes that Xander can't understand him and runs away.

The gang finds Giles's place destroyed, and are worried that the same demon that went to Xander was responsible for hurting, or even killing Giles. Walking through the cemetery Giles runs into Spike. Spike recognizes Giles, and identifies him as a Fiorle demon. Because he speaks the language, Spike agrees to help find Ethan and fix things, for the price of two hundred dollars. Riley shows up at Giles's apartment where everyone is researching the demon. After finding the demon in Giles's books, they determine it can only be killed with a silver object.

Spike tries to figure out how to drive Giles's car while telling Giles of his experiences with Fiorle demons. Upon spotting Professor Walsh, Giles makes Spike stop the car so he can chase her down the street in return for her comments in their last conversation. Spike gets information out of the waitress that Ethan flirted with, and finds out where he lives. Breaking into the magic shop, Buffy finds a receipt for materials purchased by Ethan Rayne. Trying to escape the commando vehicles chasing after them, demon Giles jumps out of the car while the commandos continue their pursuit on Spike. Spike later crashes the car while trying to get away.

Demon Giles charges into Ethan's motel room, and attacks him. Buffy and Riley arrive on scene and while Riley takes care of Ethan, Buffy fights with demon Giles. With a letter opener she took from Giles's place, Buffy stabs the demon, and then she notices it's eyes and realizes the demon is Giles. Giles is turned back into a human and Ethan is arrested by the US Government courtesy of Riley. While Giles goes to watch Ethan get put away, Buffy and Riley talk about her abilities again. Buffy apologizes for not telling Giles about Riley and the Initiative, but Giles is worried about her safety and who she trusts. Professor Walsh is upset that Riley disobeyed orders for Buffy. Passing through security doors, Walsh enters a room titled "314."