Written by Marti Noxon Directed by David Solomon
*At Giles', Buffy is telling the gang that Maggie Walsh set her up and tried to kill her. Spike brings up the point that Reilly could be involved in the set up. Buffy doesn't buy into it and neither does Willow. Giles wonders what Buffy could've done to make Maggie want to kill her. Buffy says Maggie didn't like it when she asked to many questions. Anya says Buffy was getting to close to something. Xander says that the Initiative probably isn't too keen on the Scooby Gang knowing about them, Buffy says all of them are in danger.
*ADAM is seen coming out of the complex through a secret door into the woods. Reilly shows up at Giles' just as they are trying to decide whether to hide or stay where they are. Reilly wants to know if Buffy is ok. Reilly recognizes Spike and can't believe Buffy has been hiding Hostile 17 all this time. She starts to explain but stops. She tries to explain to him that Maggie set her up, he doesn't believe it. He thinks something must have been controlling her. Giles says they think Buffy was getting to close to something, that he has heard the Initiative has a darker purpose that could hurt them all. Buffy asks again about 314. Reilly says he would know if the Initiative was doing harmful things. He says he has to go sort things out and leaves.
*A little boy is playing in the woods when ADAM comes up to him. The boy smiles when he sees him, ADAM smiles too. ADAM asks the boy what he is, the boy says he is a monster. ADAM says he thought so. ADAM asks the boy what he is, he says he is a boy. ADAM asks how he works, the boy says he doesn't know, he just does. The boy notices the spurs in his arms and asks what they are. ADAM just smiles.
*Reilly is walking through the campus park at night.
*Dr. Angleman goes into room 314 and finds Maggie dead on the floor.
*At Xanders' everyone is just waking up. They have all stayed there. Anya, Buffy and Willow are watching cartoons. Giles is cranky from sleeping on a blow up beach chair all night. Anya says Buffy should get a boring guy like Xander. Then tells her she can't have Xander. Buffy says Reilly was supposed to be that guy, Mr. Joe Guy. Anya says Buffy should dump Reilly, but she still can't have Xander.
*Xander comes downstairs and tells them to turn on the t.v. On the news they are talking about the young boy that was killed, they say he was skewered and then mutilated. Buffy says the Polgara demon had skewers in its arms, that is the demon Maggie insisted they bring back alive. Giles says Maggie must've sent the demon after Buffy and it got distracted. Buffy is upset at first and then gets angry. She says she is going to the crime scene to see what she can learn and they should research the demon. She says she's gonna make it hurt in ways it can't even imagine. Then she looks down and says that probably would've sounded more commanding if she weren't wearing her yummy sushi pajamas.
*Reilly is headed to his room when he runs into Forrest. Forrest assumes since Reilly didn't come home last night that he and Buffy have moved past the shy stage. Reilly says he wasn't with Buffy. He takes Forrest into his room and tells him that Maggie tried to have Buffy killed. Forrest wants to know if Reilly has proof and why she would do it. Reilly tells him that Buffy thinks she was getting to close to something she wasn't supposed to know about. Forrest says maybe Buffy was doing something bad and Maggie found out about it. He says he thinks Buffy was using Reilly to infiltrate the Initiative. Reilly doesn't believe him. Forrest says if Maggie tried to have her killed, maybe she needed to be. Just then Brad comes in and tells them Maggie is dead.
*Reilly, Forrest and Brad go to the compound. They go to room 314 and see Maggie dead on the floor. Forrest says it looks like she was staked and accuses Buffy of killing her. Reilly says he's crazy, that the Polgara demon probably did it. They start to fight when Dr. Angleman comes out of the room. He stops them and says this isn't what Maggie would want. Reilly agrees and backs off. Dr. Angleman tells them that the Polgara demon escaped through the sewers last night. Reilly wants to go capture him but Dr. Angleman says that the orders from Washington are that they are not to do anything until they arrive. He tells them to go to their rooms and wait.
*Reilly decides that he is still in charge until the brass get there, so he orders his men to suit up and go searching for the Polgara demon.
*Brad and Forrest find Spike's place. Even though they are looking for the Polgara demon they decide if they find a demon of any kind they will kill it. Spike hides in the coffin under the dead person until they are gone.
*Reilly runs into Buffy at the crime scene of the little boy. She tells him the thing with Spike isn't how it looks, but stops again unable to explain. Buffy is trying to apologize for this morning when Reilly tells her Maggie is dead. He asks her if she is happy now. She can't believe he asked her that. She asks what happened and he tells her it's classified. She says it was the Polgara demon, he shakes his head yes. She says she is going to find it and kill it and then he can ask her how happy all of this death makes her.
*Willow goes to see Tara. Willow tells her that she doesn't just come see her to do spells, she really likes hanging out and talking with her. Tara says it's no problem if Willow wants to do a spell. Willow says she wants to conjure the Goddess Thespia to help her find evil forces in the area. Tara wonders if they are ready for that but Willow assures her that this spell is beneath them, they will do fine.
*Buffy goes to see Willy. She asks him about the Polgara demon. Willy says he can't snitch anymore, he's got a reputable joint now. She says I'm gonna have to hit you aren't I? He says yes. She punches him in the face. He tells her that he heard the demon was captured a week ago by her and the Army guys. She is asking him what he knows about the Army guys and 314 when Reilly walks in. He goes off on a rampage. He can't believe she is socializing with demons. He says he thought she was supposed to kill people like the patrons of the bar. She tries to explain but he starts yelling. She notices he is shaking and tells him to calm down. A woman tries to leave the bar but Reilly pulls his gun on her and says he doesn't know if he killed her, would he have a corpse or a vampire. Buffy is trying to get him to calm down. Finally he withdraws and smashing things on the counter. He wants to know what is happening to him.
*Buffy and Reilly are at Xanders' in a curtained off room. He is soaked in sweat and shaking. Buffy tries to get him to lay down and rest. He is scratching at the back of his hand. When Buffy looks at it he has scratched it raw. He tells her he can't stop; it feels like something is crawling inside of him. He says he doesn't know anything anymore. He doesn't know who the bad guys are, maybe he is one of them and she should kill him. She tells him he is sick and just needs to sleep. She puts her bandana on his hand and finally gets him to lie down. She leaves the room. Giles asks how he's doing. Buffy says something must be making him act this way. Anya asks if maybe Maggie did something to Reilly. Buffy says she is going to find out. She says Maggie must've kept records somewhere about Reilly, 314 and all of it. She tells Anya and Giles to keep doing research. She says she and Xander will go check it out. Anya doesn't want Xander to go because she doesn't want him to get hurt. Buffy says Xander is the only one with military experience. Xander assures Anya that he has helped Buffy before and he will be careful. Giles asks how Buffy plans to get into the Initiative. She says she still has her clearance and is hoping Maggie didn't have time to have it revoked. Giles says they haven't turned anything up on the Polgara demon, not since it's capture last week. Buffy asks him to keep looking.
*At Tara's place, Willow and Tara are starting the spell. On the floor in front of them is a square that is supposed to represent Sunnydale. Willow explains that they both take part of the potion and after reciting the incantation they blow the potion onto the square at the same time and then a mist is formed. Parts of the mist are colored to represent where demons are. When they start the spell, they both have their eyes closed and recite their parts. When it's Willow's turn she blows the potion onto the square. Tara pretends to blow her part of the potion but when Willow isn't looking Tara hides her part of the potion under her bed. The spell doesn't work, Willow doesn't understand why.
*Buffy and Xander go to the compound. Buffy passes the retinal scan and they enter. Xander is in military garb and Buffy is dressed like a scientist. When Xander sees the size of the compound he is amazed and asks if he can have sex with Reilly too. As they are descending the stairs they run into some commandos and Xander panics, pulling Buffy off to the side. Buffy tells him to calm down and stop drawing attention.
*At Xanders' place Reilly is still very sick. Willow can't understand why her spell didn't work. Giles says he and Anya aren't making any progress either. Giles says that the demon's profile doesn't fit the killer of the boy. Reilly wakes up and is very aggressive. He wants to know where Buffy is. Willow tells him she went to find out what is making him sick. He is mad that she went to the Initiative, she doesn't belong there. Willow tries to stop him from leaving but he throws her out of the way, knocking her onto the floor.
*At the compound Buffy and Xander overhear Dr. Angleman talking with another scientist. He wants to know where the commandos are. The other scientist says they have found all but a few. Dr. Angleman says that have to find them quickly, because the withdrawals will be getting worse. He says the guys don't know they have been getting the meds through their food. The other scientist tells him they haven't found Agent Finn. Dr. Angleman says they have to find him very quickly because he is the one he cares about, he is too important to the work to lose.
*Spike goes to Willy's Place. He tells Willy the commandos have run him out of his place and chased him all over town. A big guy places a hand on Spike's shoulder and when he turns the guy knocks him out.
*Buffy and Xander follow Dr. Angleman to the records section. Buffy grabs Angleman and starts to ask him about everything. Reilly shows up. Dr. Angleman tells him to take Buffy to the stockade. Dr. Angleman tells them that Maggie wanted Buffy dead, but that it wasn't the Initiative, it was her own vendetta. He tells her that she was trying to protect the project, 314. Reilly intervenes and says that Maggie was a brilliant woman and they are making her sound like a psychopath. Buffy tells him that Dr. Angleman had him on drugs, but Reilly wont listen. Buffy says to figure it out they just need to learn what was in room 314. Just then a body drops from an upper level and they all look up. ADAM is standing there and says "Me."
*ADAM says he has been thinking about the world and he wanted to see it. He says he saw the boy's insides and that still didn't help him understand. He still wanted to know his purpose so he came home. He tells them that Maggie created him, she called him ADAM and he called her mother. He says that she created him from demons, machines and man. He tells Riley that in a way she created him too. He says she was feeding him chemicals to make him stronger and control his feelings. Riley says no, she wouldn't do that. ADAM says they are brothers, family. He says Maggie had great plans for them and it's all on the disk in his hand. He asks if Riley wants to hear it. Riley says he will kill him but ADAM says he won't because he wasn't programmed to. Riley says he isn't programmed, he is a man. Riley attacks ADAM and a big fight ensues. Buffy and Xander both try to help but get knocked to the ground several times. ADAM uses his spur to stab Dr. Angleman then Riley jumps him again. He stabs Riley in the stomach with the spur knocking him to the ground. A bunch of commandos are outside the door trying to get in. ADAM goes to the upper level and leaves through a vent just as the commandos enter. Forrest accuses Buffy of hurting Riley. Xander tells them they have a demon in the compound that just escaped through the vent. Forrest doesn't believe him but Riley backs him up. Some of the commandos head off to pursue ADAM. Buffy says Riley needs to get to a hospital, Forrest says they will take care of him. She tries to go with them but Forrest won't allow it. He says it is a military hospital and they take care of their own. Xander urges Buffy to leave with him. She leaves as they carry Riley away to the hospital.
*Spike is thrown out back behind Willy's bar. The demon says they have all heard that Spike has taken up with the Slayer. He says this time he won't hurt him because of the code, but next time he will.
*Willow and Buffy are walking across campus. Buffy says she hasn't heard from Riley. She says the Initiative probably has him locked up in some military facility. She wants to go for Riley but she has to concentrate on ADAM being loose. She tells Willow how strong ADAM is. She says she's worried about Riley because everything he believed in has been taken away.
*Riley is in the hospital and he looks down at the bandana on his hand that Buffy gave him, then he looks away.