Colonel MacNamara talks about Riley's defection with an unidentified military or government official over a live video link. To the Colonel's surprise, the man in the video monitor wants to get Riley back, and Buffy may be the key. Meanwhile, Spike warns Adam about the threat that the Slayer brings, but Adam only welcomes the challenge as part of his 'plan.' He convinces Spike to distract Buffy's friends so that Buffy will have to fight alone when his plan comes to its fruition. Spike happily agrees. After a physically and emotionally exhausting trip to LA, Buffy returns to her dorm room to find it empty. Meanwhile, Xander visits Riley at the burned out remains of Sunnydale High to drop off some clothes and offer some human companionship. In true Xander form, he inadvertently lets Riley know the facts behind Angel's curse, and the fact that Angel and Buffy had sex to set the curse off. Riley doesn't take the news well, despite Xander's attempts to comfort him.

Back at his house, Giles is deep into a solo rendition of Lynyrd Skynyrd's "Free Bird" when Spike suddenly announces his presence. Spike offers to steal files with information about Adam from the Initiative in exchange for amnesty from the stake and a large amount of cash. Giles agrees to the offer, but Spike will only take the word of the Slayer, not a retired librarian who is no longer a respected authority figure. As Spike leaves, Giles lets Spike's words sink in and wallows in feelings of inadequacy. Tara and Willow discuss future class schedules and living arrangements in Tara's dorm room. As Willow decides on taking a chance on Drama class, Tara asks Willow where she plans on living next year. Willow expresses her doubts about living with Buffy the following year. The next morning, Riley shows up at Buffy's door in Xander's clothes. The two share an uncomfortable moment when Riley inquires about Buffy's trip to LA. When Riley figures out that Buffy is not ready to talk about it with him, he leaves abruptly. Meanwhile, Xander and Anya bring Spike some supplies to help him break into the Initiative. Spike uses some fake rumors about joining the Army to get into Xander's head, and before long, Spike has Xander believing that his friends think of him as a useless member of the group.

On patrol later in the day, Buffy runs into Forrest outside the mouth of a cave. The two reluctantly agree to patrol the cave together after Forrest expresses his dislike for Buffy. Just as Forrest accuses Buffy of ruining Riley's military career and Buffy learns that she may have been Riley's first serious Girlfriend, Adam interrupts their growing squabble. Adam quickly proves to be too much for both of them, and kills Forrest when he tries to fight back. Realizing she is outmatched, Buffy runs out of the cave, but falls in her haste and knocks herself unconscious on some rocks outside the cave. Later that night, Spike delivers the 'stolen' disks to Giles' house. He gives the disks to Willow to encode and demands his money from Giles, who is well into a drinking binge after Spike's last pep talk. Spike immediately moves in on Willow, telling her that Buffy and Xander have been talking about her and Tara's relationship as a just a phase in Willow's "trendy" behavior. Willow is noticeably distracted from her work decoding the encrypted disk, and begins to doubt her friends' loyalty and honesty.

Back at the Initiative, Colonel MacNamara and another officer discuss the overcrowded state of the Initiative's holding cells when an emergency call for help comes over the radio. Riley intercepts the mayday call on his radio and goes to the scene to help the endangered soldiers, only to find that Angel is the culprit. The two engage in an acrobatic fight when Angel expresses his intent to see Buffy, but both fugitives must flee the scene when backup from the Initiative finally arrives. When a bruised and beaten Buffy returns to her dorm room, she receives an unexpected visitor in Angel. Before Angel can explain the purpose of his visit, Riley bursts into the room wielding a pistol. As Buffy tries to make sense of the situation, Angel and Riley exchange childish quips and blows until Buffy shoves them apart, threatening to put them both in the hospital if they continue bickering. She and Angel step out into the hall and Angel explains that he came to Sunnydale to apologize for leaving things on such a bad note in LA. After a moment of mutual understanding that their lives have naturally separated, Angel leaves, but not before expressing his disapproval of Riley. Amused, Buffy returns to a distraught and confused Riley.

Spike returns to Adam's lair, drunk in his apparent success of breaking up the Scooby Gang. When Adam questions the level of Spike's success, Spike makes the analogy of the "Yoko factor." He explains that everyone blamed Yoko Ono for breaking up The Beatles, when in actuality, they just naturally grew apart, just as the Scooby Gang is. Feeling that he has fulfilled his part of the agreement, Spike asks for the chip to be removed from his head, but Adam has one more thing in mind for Spike. Back in Buffy's room, Buffy tries to explain the purpose of Angel's visit and Riley expresses his true love to Buffy, regardless of her past with Angel. After reaching an understanding, Buffy tells Riley about Forrest's death at the hands of Adam. Back at Giles' house, Spike's plan starts to take effect. As Willow, Tara, Giles, Xander, Anya and Buffy try to figure out how to face Adam, everyone's insecurities and suspicions about the rest of the group begin to surface. Minor accusations and old fears turn into a huge venting session, and Buffy eventually storms out of the room claiming that she doesn't need her friends anymore. Spike's plan is successful - the Scooby Gang has broken up. Back at Adam's lair, Adam receives a welcome visitor who he has been expecting: Riley.