Shadow

Joyce gets a CAT scan at the hospital while Buffy and Dawn wait impatiently for news. Giles and Tara admire the new phone book advertisement for the Magic Box. Xander complains about Riley destroying the vampire crypt alone, and then the entire gang continues their search for information regarding the Beast. A demon named Dreg offers a spell to Glory, groveling before her.

Riley finds the front door to Buffy's house open, and Spike sniffing her clothes. Spike taunts Riley with his knowledge about the Slayer and her mother, and then is thrown out into the sunlight, with his blanket. Riley shows up at the hospital to comfort Buffy, and then sits with Dawn while Buffy talks to Joyce. Joyce confesses to Buffy that they've found something and they need to operate.

At the Magic Box, Tara suggests that maybe the Beast is something that is too old for the books. Glory shows up there and buys several items for a spell, but the gang is oblivious to her true identity. The doctor tells Buffy her mother has a brain tumor and presents her with her mother's options. Ben, the intern gets the doctor away from Buffy, giving her a break from the doctor's constant questions. Anya sorts through receipts and realizes that Giles sold items to Glory that will allow her to perform an ancient transmogrification spell.

Riley takes Dawn to the park where he tries to comfort her about her mother. Dawn tries to make Riley feel good by comparing him to Angel, but unintentionally she makes him feel worse. Buffy talks with the gang about helping her mother then finds out about Glory's plans to transmogrify a monster with a spell. At the Sunnydale Zoo, Glory steals a cobra and performs the spell with Dreg. Buffy arrives to stop her, but instead gets beaten up badly again. The cobra is transformed into a giant cobra monster with arms.

Glory sends the demon on a mission to find the key for her. Riley arrives at the magic shop in search of Buffy, but after Xander confronts him about destroying the vampire crypt. Buffy calls Giles and tells him to take care of Dawn while she stays with her mother. She stays with her mother as the doctor tells her the bad news. Riley returns to Willie's bar to drink away his worries and again encounter the vampire, Sandy. He allows her to bite him, but stakes her.

The cobra demon arrives at the magic shop and goes after Dawn. Dawn screams in fear and the cobra retreats. Giles and Buffy go after the demon and Buffy beats it to death, taking out all her aggressions. Joyce tells Dawn the truth about her heath. Riley is there to comfort Buffy, but she needs to stay strong for her family and refuses to cry. Joyce calls for Buffy and Riley is left standing alone in the hallway.