Willow bursts into her dorm room, interrupting Buffy and Riley's private moment. Informing them of a demon threat, Willow leads them downstairs. Instead of an otherworldly creature, Buffy finds herself lured into a surprise party for her nineteenth birthday. Shortly afterwards, Buffy finds Giles and introduces him to Riley. Feeling a bit left out of the young crowd at the party, Giles discomfort is only strengthened by meeting Buffy's boyfriend, having no knowledge that she was even dating somebody.

The next morning, Spike prepares to move out of Xander's place and find a place of his own. Despite Anya's insistence, Xander refuses to offer any parting gifts. Giles, in the meantime, comes across a passage in one of his texts that details the rise of the Demon Prince Barvain. Realizing that this event will occur by the end of the day, Giles calls Willow and asks for Buffy's whereabouts. In Professor Walsh's office, Riley discloses Buffy's secret identity to Maggie. Surprised to learn that the Slayer is more than a myth, Maggie tells Buffy that she may be granted access to the Initiative laboratory in a matter of days. When Riley describes the number of hostiles he has handled to date, Maggie asks Buffy to tell them how many she has taken down. Outside, Riley expresses his shock over Buffy's impressive statistics. Suddenly feeling inferior in light of his girlfriend's abilities, Riley wonders how he himself would do against Buffy in combat. A little while later, Giles arrives at Maggie's office, hoping to find Buffy. A short conversation reveals that Giles and Professor Walsh's approaches to teaching students are wildly different. While Giles sees Buffy's independence as a sign of strength and maturity, Maggie dismisses it as the result of a missing father figure in Buffy's life.

During a sparring session in the gym, Buffy kicks Riley squarely in the chest, launching him several yards into a stack of floor mats. While Buffy profusely apologizes, Willow and Xander accompany Giles into the cemetery, hoping they're not too late to stop the Demon Prince Barvain. Immediately after entering his crypt, Giles realizes that the floor should be destroyed by now. When Willow offers her theory that the Initiative probably eliminated this threat days ago, Giles has no idea what she and Xander are talking about. After they bring him up to speed about Riley and Professor Walsh's involvement in the Initiative -- as well as Anya and Spike's knowledge about these facts -- Giles nearly goes ballistic. Dumbfounded by all the information that was completely unknown to him up until now, Giles lets Willow and Xander go home. After Giles gives up and exits the crypt, Ethan Rayne emerges from the shadows, pledging to give his old friend a nasty surprise. Giles hears a voice from inside the crypt, so he reenters and meets up with his nemesis. Before Giles can beat him into submission, Ethan grabs his attention by warning him of an impending danger.

After relocating to a nearby diner for a few drinks, Ethan informs Giles of a rising threat that has shrouded the demon world in fear. Knowing only that the demons refer to this threat by the number 314, Ethan believes that its intrusions from the human world into the affairs of the demon reality is "throwing the worlds out of balance." Many drinks later, Giles and Ethan reach the conclusion that the world has moved on without them. Hoping to get lucky that night, Ethan writes down his number and address for their waitress, who half-heartedly takes it. Later, Willow gets together with Tara to perform a complex spell that involves the levitation of a rose, followed by the removal of its petals. After they successfully lift the rose from the floor, Willow and Tara watch as it suddenly darts all over the room before finally smashing into the floor.

In the morning, Giles wakes up and stumbles out of bed. When he reaches his mirror, Giles sees the reflection of a hideous demon staring back at him. While Giles tries to figure out what has happened to his body, his uncontrollable strength causes great damage to the stairway, telephone, and even his own clothes. Throwing on a blanket, Giles rips his front door from its hinges and heads over to Xander's place. He tries to wake up Xander without scaring him, but this fails drastically when Giles realizes that he is actually speaking in a demon language that Xander can't understand. Flying out of bed, Xander starts throwing objects at the intruder while screaming at the top of his lungs. Giles retreats, terrorizing the neighbors on his way out. Meanwhile, Buffy talks to Willow about her sparring session with Riley. Willow mentions the presence of a dark force that caused her spell to go awry the previous night. She then suggests to Buffy that she should talk to Giles soon, since he is apparently feeling left out lately.

After dark, Giles finds Spike in the cemetery. Instead of attacking the demon, Spike recognizes Giles. Telling Giles that he is now a Fyarl demon, Spike informs him that he can also speak the Fyarl language. Needing some help in finding Ethan to reverse the spell, Giles offers to pay Spike. On their way to the diner, Giles feels himself slowly being taken over by the demon's desires. While trying to fight off the violent urges, Giles spots Maggie Walsh walking down the street by herself. Giles gets out and chases her away before returning to the car. At the diner, Spike learns from the waitress that Ethan is staying at the Sunnydale motor inn. During the trip to the motel, Spike spots one, then two humvees following them. Giles jumps out, while the pursuing cars continue to follow Spike. Shortly after he loses them, Spike accidentally crashes Giles' car into the wall of a building.

Meanwhile, Buffy and the gang arrive at Giles' apartment and find it totaled. The torn clothes on the floor lead them to believe that Giles may have been seriously harmed. Riley arrives in response to a series of 911 calls that reported the sighting of a large demon in the neighborhood. When they find a passage in Giles' books about the Fyarl demon that matches Xander's description, Buffy deduces the possibility that the mystical force that Willow felt was caused by a spell being performed to gain control of this Fyarl demon. Following the book's information that the Fyarl demon is vulnerable to silver, Buffy grabs a letter opener on the way out. Along with Riley, she breaks into the magic shop and discovers that Ethan has been there recently. When Riley orders a search on Ethan's location, they track him down to the motel. Before they leave, Riley mentions that Maggie has ordered him to prevent Buffy from getting involved any further. Refusing to keep the Initiative's orders from getting in the way of her vengeance for Giles, Buffy disobeys and continues out the door.

Trying to pack up and get out of town, Ethan gets a surprise visit from Giles, who is now almost completely under the influence of his demonic rage. Ethan tries to convince Giles that he won't be able to reverse the spell if he is killed, but Giles is beyond reasoning. Buffy arrives just as Ethan is thrown into a table. While Buffy and Giles wage war on each other, Riley does some damage of his own on Ethan. Just as Buffy stabs Giles in the chest with the letter opener, she suddenly recognizes who she's been fighting all along. Fortunately, the imitation silver does not cause any harm to Giles. Moments later, Ethan completes the reversal spell, returning Giles to his human form. When he asks Buffy how she recognized him, she tells Giles that his eyes gave him away. Ethan, in the meantime, is escorted outside by Initiative agents, who plan to rehabilitate him immediately.

After Buffy apologizes for failing to keep him informed on what's been going on lately, Giles asks her to be cautious in dealing with the Initiative. Convinced that Ethan was sincere about what he said at the diner, Giles wants Buffy to stay alert. Underground, Riley assures Maggie that Buffy is on their side and will prove to be a valuable ally. As Riley takes off, Maggie enters a restricted-access security room. Inside, she scans her ID card through a reader to unlock and enter another door, one that's marked simply with a number: 314.

~Episode Synopsis by: Alan Hufana