Primeval

Buffy tries to find Riley at the burned down Sunnydale High, but Riley is actually at Adam's cave. Professor Walsh implanted a chip into Riley's chest that chest that Adam has just activated. As Adam gives Riley a heart-to-heart about their lives and Professor Walsh's plans, Spike shows up, wanting the chip taken out now. Spike brags about separating the Scooby Gang from Buffy but realizes a problem. Willow and Tara show up at Giles's place in search of Willow's laptop and find him enjoying the effects of his drinking the night before. Buffy regrets her fight with her friends, but realizes she has to find Riley and stop Adam.

Anya finds Xander naked in bed, moping over his fight with his friends. She curls up in bed with him and tells him how much she cares for him. Battle-ax in hand, Buffy goes hunting for Adam in his cave, but finds his workstation abandoned. Adam brings Riley into a secret area of the Initiative. Very dead, but still moving versions of Professor Walsh and Dr. Angleman are working on a body. The body sits up, revealing itself to be Forrest, now party demon and machine. Buffy runs into Spike in the caves and he pretends to know nothing about Adam's plan or work in the caves.

While working on decrypting the disks, Willow discovers that the disks decrypt on their own at a certain time. She finds out information that Adam wanted them to know, specifically his plans for a superior race. Forrest tells Riley about Adam's plan to make him a demon hybrid as well. Buffy arranges for a meeting on campus with her Scooby Gang, and lets them know that Spike was the reason why they were all fighting. Adam has been getting the demons on the inside of the Initiative so that they will fight with the soldiers and he'll have plenty of body parts for his new race.

Xander suggests that Buffy's strength, Giles's language skills, and Willow's Wicca powers combined will be the only thing to defeat Adam. They break into the Lowell house, and smash the mirror doors that lead to the Initiative. Repelling down the elevator shaft, Buffy apologizes to Willow and the two make up as friends again. The gang reunites as good friends but are caught by Initiative soldiers before they can get inside the facility.

Buffy and friends are brought before Colonel McNamara and Buffy makes it very clear that he doesn't know anything about Adam and the forces he's dealing with. He refuses to acknowledge any mistakes. Power is shut down in the Initiative, and then Adam opens the doors to all the Hostiles. War has broken out between the Initiative soldiers and the demons. They find Adam's secret lab, but they have to fight their way to room 314 to get there.

While Buffy sneaks into Adam's lab, the gang is left in room 314 to perform a ritual to help the Slayer defeat Adam. Riley doesn't do anything while Adam orders Forrest to kill Buffy. While Buffy fights with Forrest, Riley cuts into his chest with a broken piece of glass. The pain overwhelming, Riley rips the chip from his chest. Riley kills Walsh and Angleman, then he fights with Forrest while Buffy goes after Adam.

Buffy and Adam fight, and he reveals his newly upgraded arm, that is now a sophisticated weapon, part machine-gun, part rocket launcher. The ritual begins as Buffy causes an electrical explosion, and she rises, her eyes glowing yellow. Adam fires at Buffy, but she blocks the bullets, and turns a rocket into doves. Cornering Adam against a wall, she reaches into his chest and pulls out his uranium power core, killing him. A demon barges into room 314, but Spike kills it before it can hurt him. Higher authorities discuss the Initiative operation, and decide to have it destroyed. They suggest that all records be destroyed, and the building burned and filled with concrete.