After Buffy dusts a vampire on campus, she complains to herself about the recent lack of any real challenges. From afar, Spike watches the Slayer with a few musings of his own. Suddenly, without warning, Spike is struck in the back by a taser, sending him to the ground. Unable to move, Spike is dragged off into the woods by a team of commandos.

At the Bronze, Buffy and Willow notice Oz's focused attention on Veruca's performance. Buffy tries to help Willow out by feigning interest, but Xander and Giles offer no such support. The next morning, Willow wakes up beside Oz and tells him that she's planning to attend a three-day orientation for a local Wicca group. Since these are the same three days for Oz's monthly werewolf transformations, Willow is reluctant to go. Oz insists that she go, for he can take care of himself for the next few days. After psych class, Willow heads to the cafe to meet Oz, whom she finds talking to Veruca at one of the tables. She tries to join the conversation, but Oz and Veruca's music chat leaves Willow out in left field. Sensing some discomfort, Oz leaves abruptly, and Veruca does the same shortly. Buffy finds Willow sitting at the table alone and pulls up a chair. Willow expresses her concern over Oz's apparent interest in Veruca, but Buffy assures her friend that Oz would never destroy their relationship.

As the sun starts to set, Oz retreats to an abandoned crypt at the cemetery, where his personal cage is set up. He locks himself inside and waits for the coming change. When the wolf takes over, Oz rams himself against the door of the cage, trying to escape. The hinge gives away, allowing Oz to get out. Moments later, on her way home from the office, Professor Walsh is stopped in her tracks by werewolf Oz, who chases her through the bushes. Maggie Walsh's escape route is cut off by a second werewolf, who gets set to attack. Seeing the first werewolf behind her, Maggie jumps off to the side just as both werewolves lunge forward. The two werewolves collide and start to claw at each other, giving Maggie an opportunity to get away. When the sun rises the next morning, Oz wakes up on the ground and finds himself naked, scarred... and right next to a blissful Veruca.

In need of clothes, Oz and Veruca head to a nearby laundry room and raid one of the dryers. While Oz throws on some fitting clothes, Veruca expresses her joy with being a werewolf, including her ability to remember some of the events that occur while she's in her altered state. Veruca informs Oz that he'll be able to retain his memory in a matter of time, and that he is the werewolf not just three days per month, but rather every single day. Oz refuses to believe a word of what Veruca is saying, and he takes off to see if anybody was attacked the previous night. Following Xander's advice to talk about her problem, Willow visits Oz at his place, where he is busy going through the current newspapers. When Oz shows some reluctancy in getting intimate with her, Willow backs off and tries to get him to open up. Failing to do so, Willow leaves Oz alone. Meanwhile, Professor Walsh tells Buffy and Riley that she was attacked by a pair of wild dogs the previous night. Familiar with this scenario, Buffy visits Giles and tells him about the attack. He wonders if Buffy has spoken to Oz about this, and she explains that she's heading there next. Buffy finds Oz at the cemetery, working on repairs to the cage. She asks Oz if he knows anything about the attack or any other werewolves in the area, but Oz denies any knowledge.

With sunset approaching on the night of the full moon, Oz waits in the cage for Veruca to arrive. When she does, Oz orders her to get inside the cage to prevent any more incidents. Although she doesn't want to be locked up, Veruca realizes Oz's unstoppable desire for her. Oz pulls Veruca inside and kisses her furiously, locking the cage just as the transformation takes place. The next morning, Willow stops by the crypt with some breakfast. When she sees the two naked figures on the floor, Willow goes into shock. Oz wakes up and tries to explain that he did what was necessary, but Willow refuses to believe that keeping all of this to himself was the right thing to do. When Veruca speaks up, Oz demands her immediate departure. Turning back to Willow, Oz tries to convince Willow that this had nothing to do with her affair with Xander. Unconvinced, Willow runs off, eventually ending up on the streets of downtown Sunnydale, completely detached from the rest of the world. Buffy spots Willow in the middle of the street, as well as a speeding car headed right for her friend. Buffy tries to save her, but she's too far. Luckily, Riley sees Willow and pulls her out of the way with less than a second to spare. Buffy thanks Riley before taking Willow back to Stevenson Hall.

After making sure that Willow is okay, Buffy leaves to find Veruca. She stops by Oz's place for assistance in tracking down Veruca. Armed with a tranquilizer rifle, Buffy follows Oz through the woods as he tries to locate the source of Veruca's scent. When they find a pile of her clothes on the floor, Buffy figures that Veruca planted them to throw Oz off her trail. Immediately, Oz realizes that Willow is in danger. He takes off in a hurry, while Buffy tries to catch up. Suddenly, Buffy runs into a masked commando, who is also armed. Their collision sends the weapons to the ground, and they get into a brief struggle. After a few well-placed kicks and punches, Buffy grabs the tranquilizer rifle and continues in the direction that Oz was headed. Meanwhile, in one of the science labs, Willow prepares to cast a vengeance spell on Oz and Veruca. Before she can complete the spell, Willow realizes her inability to go through with it, and she terminates the incantation. At that moment, Veruca enters the lab and locks the door behind her. With the sun setting into the horizon, Veruca attacks Willow just as Oz arrives on the scene. As they gradually take on their werewolf forms, Oz and Veruca battle each other. Determined to put an end to all of this, Oz ends Veruca's life by viciously gnawing at her throat. Turning his attention to Willow, Oz lunges to attack. However, his assault is put on hold by Buffy, who grabs his leg and pulls him in the other direction. One shot from the tranquilizer rifle puts Oz's frenzy to rest, allowing Buffy to take care of her traumatized friend.

The next day, while Buffy talks to Giles about her roommate's despair and the mysterious commando in the woods, Willow walks into Oz's room to find him packing his clothes. Oz tells Willow that he knows the werewolf is a part of him all the time, and he can't allow himself to be around her or anybody else until he can figure out what to do. Despite her anger over his betrayal, Willow doesn't want Oz to leave. Unfortunately, Oz's mind is already made up, and he leaves behind the one woman he truly loves. As tears flow forcefully from Willow's eyes, Oz can no longer hold back his agony. Choked up, Oz takes one last look at the house before pulling away from the curb and driving off, unsure of what to do, where to go... or when to come back.

~Episode Summary by: Alan Hufana