"I'm leaving tonight, Buffy. Unless you give me a reason to stay."
At the hospital, the Scooby Gang awaits news from Dr. Aaron Kriegel about Joyce's surgery, and they are all relieved when the surgery is a success. Dawn spends the night with Xander and Anya so that Buffy and Riley can have some private time. With the house to themselves, Buffy and Riley spend a romantic evening together, and Riley commends her on how she remained calm and didn't cry. Buffy tells him she cried a lot, and Riley is once again upset that she refused to open up towards him. As Buffy lies asleep after some lovemaking, Riley sneaks out of the house. Spike, having been on his typical nightly vigil, secretly follows Riley to an old building.Buffy spends the day with her mother in the hospital discussing Joyce's wig options and Buffy's relationship with Riley. Spike wakes Buffy from sleep that night to show her what Riley has been doing. Buffy is shocked to find him in the arms of a female vampire, being fed upon. Graham has persuaded his commanding officer to seek Riley's help in destroying demons for the government. They offer Riley a position in the government's new anti-demon organization, assuring him that they are nothing like the Initiative and exist only to stop demons, not study them. At the Magic Box, Buffy storms in and demands information about humans paying vampires to bite them. Giles (who had seen these kind of 'brothels' back in his days as Ripper) and Anya confirm that humans will pay vampires to bite them, getting off on the rush of the experience and the danger the vampire might go too far. Buffy is angry that Giles didn't tell her that this kind of place exists, but Giles explains he didn't know this was going on in Sunnydale and even if he did he may not have told her, feeling that the 'victims' are willing and she should remain focused on more imminent threats like Glory. Buffy refuses to back down, and gets even more agitated when Xander suggests waiting for Riley.Arriving at the nest, Buffy and the others find the building empty, the vampires worried that Buffy would return. Giles suggests the vampires will now be lying low, but Buffy is determined to find them and sets the building on fire, leaving everyone certain something is wrong. Riley is furious that Spike allowed Buffy to see the truth and after throwing the vampire around a bit, he stakes him. Fortunately for Spike, the stake is plastic and Riley's actions were only a warning. Spike maintains that Riley has no future with Buffy, and the two rivals eventually share a drink, discussing how they both love her, but she doesn't return the feelings for either of them. Spike tells Riley that he is generally jealous of his position of intimacy with Buffy, although sometimes he wonders if Riley's situation is worse, being so close to Buffy while not actually having her. However, he ultimately declares that Riley has the better deal. Riley asks Spike if he really thinks he has a shot with Buffy. Spike responds in the negative, but says that a fellow's got to try - he's got to do what he can.Buffy releases her aggressions on a punching bag in the training room until Riley shows up determined to talk to her. He tells her he started his late-night vamp activities because he wanted to know what Buffy felt when she was bitten by Dracula. Riley tells her that the vampires needed him and Buffy didn't, reminding her that she didn't ask for his help when her mother was ill and she chose to shoulder the whole burden herself instead of letting him share it with her like he is supposed to. After Buffy tries to convince him that she's given him everything she has, Riley says that he doesn't believe her, and tells her about the offer to return to the government. He is going to leave unless she can give him a reason to stay.The vampires from the nest surround a distraught Buffy as she's leaving the shop. She stakes all eight of them in record time, including the vampire that had seen drinking from Riley.Xander witnesses the slaying and confronts Buffy, not willing to let her hide from her problems. He shows her the truth that she's been ignoring: that Riley has given her everything, and risked everything for her, while she has treated him as a rebound guy after Angel's departure from Sunnydale, and how she's treated him as 'convenient', expecting him to be there when she needs him and to disappear when she doesn't. She tries to change the subject by accusing Xander of treating Anya as a mere convenience, but Xander stays on point, telling her that Riley is the kind of guy that comes around once in a lifetime, and that she has to decide if she's really willing to lose him for good. Xander gets through to Buffy, and she takes off. Although she runs as fast as she can, Buffy is unable to get to the airport in time to stop Riley from leaving. The helicopter takes off with Buffy on the landing pad, calling after Riley. He stares in the other direction, leaving without knowing that she had tried to reach him.After his talk with Buffy, Xander realizes that he needs to tell Anya how much he loves her and he does. Still shocked, Buffy returns home while Riley leaves Sunnydale, not looking back.
- Air Hugging: Giles and Xander go to hug like everyone else is doing, then stop and shake hands.
- All Girls Want Bad Boys: Averted when Riley's attempt to become Darker and Edgier backfires. Spike of course insists that it's just because he's not dark enough. "The girl needs some monster in her man. And that's not you, no matter how low you try to go."
- Ambiguously Evil: Giles points out that, as the vamp whores don't kill their clients and it a consensual act, they are not considered evil.
- Answer Cut: Major Ellis asks what Riley has in Sunnydale that's so special that he'd want to stay. Cut to Buffy sleeping in her bed.
- Bad Liar: Xander telling Dawn that Buffy/Riley just want to 'relax' together.Anya: He's not very convincing, is he?
- Blatant Lies: Buffy-in-the-buff refuses to get out of bed until Spike turns his back.Spike: Oh please! Like I'd give a bloody damn!Turns around — cue lustful look.
Spike: We only came because we care about you, friend. You need help.
- And later Spike to Riley
- Buffy Speak: "It was right in front of my Xander Face."
- Call Back: Riley mentions wanting to "even the score" over Dracula's little hickey.
- Casual Kink: Buffy suggests Joyce cover her surgery scar with various wigs."You know, you can be, like, Sixties Mom, Action Mom, (wiggles her hips, suggestively) French Maid Mom..."
- That "funny thing with the vaulting horse" Anya/Xander enjoy doing.
- Corner of Woe: The episode ends with Buffy sitting alone on the staircase, and Riley sitting in the helicopter — both staring forlornly off into space.
- Creature-Hunter Organization: Major Ellis assures Riley that they're not like the Initiative. They've not interest in experimenting on demons, only killing them.
- Curb-Stomp Battle: Eight vampires enraged at Buffy for shutting down their brothel. One Slayer. She wipes the floor with them and when she gets her hands on a quarterstaff they're dust in all of fourteen seconds.
- Cut Apart: As Buffy runs through the woods to intercept Riley's helicopter before it takes off, Riley suddenly looks up with a hopeful expression — but the woods in front of him remain empty.
- Damned by Faint PraiseBuffy: I thought [Riley] was ... dependable.
Xander: Dependable? What is he, State Farm?
Buffy: You know what I mean.
Xander: Yeah. I think you mean convenient.
- Dark and Troubled Past: Giles says that the hazards of the underworld can be addictive to...some people. As he then mentions his Ripper days, it's clear how Giles got first hand experience of the vampire prostitution scene.
- Does Not Know Her Own Strength: Dr. Kriegel's ribs creak when Buffy hugs him a bit too enthusiastically.
- Does This Remind You of Anything?: When Spike first shows Buffy the vampire bite den, it looks very much like a Hollywood representation of a crack den. He also says to her (before she sees Riley) not to start slaying - "That's not what we're here for" - which is very much what one police officer would say to another if they were looking for information and didn't want to start arresting people.
- Later on, Buffy calls the vampires who bit Riley 'whores' and the whole argument does sound like a conversation where a wife has found out her husband is cheating on her with prostitutes.
- Dark Side: Buffy and Riley.
- Death Glare: Buffy to all and sundry.
- Everything's Better with Monkeys: Anya wants to watch a movie about monkeys playing hockey because "The ice is so slippery and monkeys are all irrational".
- Extreme Melee Revenge: Buffy against the vampire whores
- Fake Kill Scare: Riley staking Spike with a plastic stake.
- Fantastic Aesop: Vampire prostitutes.
- Fool for LoveRiley: You actually think you've got a shot with her?Spike: No I don't. Fellow's got to try though. Got to do what he can.
- Foot Focus: The Buffy/Riley sex scene starts with their naked feet.
- Foreshadowing: Anya expresses her annoyance of Willow (and Xander taking her side) presaging their dispute in the next episode.
- From the Mouths of Babes: Dawn knows perfectly well she's been packed off to Xander's place so Buffy/Riley can have a boinkfest.
- Get Out: Buffy isn't happy to find Spike standing over her bed. When Spike doesn't get the hint, she adds, "Get out or I will drop you out head-first." Played straight when Riley finds the military in his house.
- Hit Me, Dammit!: Wanting to experience any strong emotion from Buffy, Riley invites her to take a swing at him. Buffy just walks off.
- Hell-Bent for Leather: Buffy changes into the Brown Leather Pants and Badass Longcoat of Women Scorned.
- I Lied: Xander tells Buffy that if she doesn't want to hear his What the Hell, Hero? lecture, she can leave. Buffy promptly goes to storm off, only to be blocked by Xander who hasn't finished talking. "I lied."
- I Need a Freaking Drink: Riley and Spike share a bottle over A Shared Suffering.
- Interrupted Declaration of Love: Buffy races to intercept Riley, arriving just as his helicopter is taking off. The rotor noise drowns out her shouts and Riley is staring straight ahead, so doesn't see her.
- Kick the Dog: After massacring the vampire-pimp's gang, Buffy finds herself facing the vampire prostitute she earlier caught feeding on Riley. Initially Buffy lets her go, but her Dark Side takes over and she hurls a wooden spear into the vampire's back as she's running away.
- Kiss of the Vampire/Hemo Erotic: Humans are paying for vampires to suck their blood, both for sado-masochistic pleasure and for the adrenaline rush of putting their lives in danger.
- Lap Pillow: While they wait for their mother to come out of surgery, Dawn sleeps with her head on Buffy's lap.
- Laser-Guided Karma: Spike breaks Riley by talking about how nothing can be worse than being physically intimate with Buffy, yet not having the key to her heart. In Season 6 Spike finds out exactly what that's like.
- Last-Second Word Swap: Joyce is worried that Buffy is neglecting her boyfriend because of her illness.Buffy: I gave Riley the day off.
Joyce: I don't think he thinks of you as a chore, Buffy.
Buffy: I know that. Look, I told him to make plans with his friends because I wanted to have you all to myself, okay? Besides, I can see him any time. And I'm sure he'll come over later looking for a little (remembers that she is talking to her mother)... Bible Study!
Joyce: (not buying it for a second) Well, good. I mean, just as long as the two of you are spending some quality time with... The Lord.
Buffy: Oh, we are. Absolutely.
- The Leader: Whip, the pimp of the vamp brothel.
- Leave Me Alone!: Buffy isn't interested in listening to Xander, but he insists regardless.
- Love Confession: Xander to Anya, after seeing how Poor Communication Kills the Buffy/Riley relationship."I've gotta say something... 'Cause ... I don't think I've made it clear. I'm in love with you. Powerfully, painfully in love. The things you do ... the way you think ... the way you move ... I get excited every time I'm about to see you. You make me feel like I've never felt before in my life. Like a man. I just thought you might wanna know."
- Major Injury Underreaction: Spike after having a plastic stake shoved into his heart."OW BLOODY HELL! OH GOD! (realises he's not dust) Hey..."
- Manipulative Bastard: Spike.
- A Man Is Always Eager: Averted; Xander turns down sexcapades with Anya because he realises something is going on with Buffy/Riley. However he makes a point of telling Anya how much she turns him on afterward (see Love Confession).
- Modesty Bedsheet: Justified when you wake up and find an evil vampire standing over your bed.Buffy: Spike. Every time you show up like this, you risk all your parts, you know that?Spike: As usual I'm here to help you and...are you naked under there?
- Murder the Hypotenuse: Spike frankly admits he'd kill Riley if he didn't have his Restraining Bolt. He does the next best thing by discrediting Riley in Buffy's eyes.
- My God, What Have I Done?: After leading Buffy to her cheating boyfriend, Spike looks guilty after seeing the devastated look on her face. He has succeeded in Removing the Rival, but now Buffy hates him more than ever.
- Never Give the Slayer a Straight Answer: Justified; Spike doesn't explain why he wants Buffy to go with him, as she'd likely throw him out the window as promised.
- Nice Guy: Despite having every reason to do so, Riley doesn't kill Spike, who taunts him for not being dark enough. Riley does say he'll kill Spike for real if he ever touched Buffy. In Season 6, Riley returns to Sunnydale and catches the two of them in bed together. Despite being armed with a very large gun at the time, and authorized by his superiors to kill Spike, Riley refuses to do so without Buffy's approval.
- Not Worth Killing: Averted; Buffy looks like she's going to let the vampire prostitute go, but she stakes her anyway.
- Percussive Therapy: Pissed!Buffy pounds the punching bag, but won't work out her frustrations on Riley even though he wants her too.
- Person as Verb: Xander says Buffy went Rambo on the vampire bite den.
- Political Correctness Gone Mad: A large banner in the Magic Shop reminds everyone that Christmas, Winter Solstice, Hanukkah, Kwanzaa & Gurnenthar's Ascendance are coming.
- Punched Across the Room: As Buffy flees the vampire nest, Whip, the vampire pimp, tries to intercept her, but not in a threatening way, only for Buffy to send him flying across the room. He's pissed when he gets up, because he now realises who Buffy is."You brought the Slayer here? No-one will come here now!"
- Put On A Black Helicopter: Riley
- Revealing Hug: Riley's expression after Buffy tells him of how she'd wept in private over Joyce's illness, as he'd clearly been hoping for a Cry into Chest moment instead.
- Roaring Rampage of Revenge: Buffy waits until the next day, then storms the vampire nest with the Scooby Gang. When she doesn't find the vampires, she sets the building on fire.
- Selective Obliviousness: "What I canít figure out is how you never saw it coming."
- Shipper on Deck: Xander says Riley is the kind of guy who comes along once in a lifetime, but Buffy has been treating him like the Rebound Guy.
- Simple Staff/Broomstick Quarterstaff: Despite her mockery of the quarterstaff in Season One, Buffy uses it here to lethal effect.
- So Happy Together: The Joss Whedon specialRiley: I want tonight to be special for you.Buffy: It's more than special. It's perfect.
- Speak Now or Forever Hold Your Peace: Riley tells Buffy that the military wants him back, and the helicopter is leaving at midnight with him on it unless Buffy gives him a reason to stay. Buffy is furious at this ultimatum and says nothing — it takes a What the Hell, Hero? talk from Xander to put aside her pride and chase after Riley, but she arrives at the helipad too late.
- Stalker with a Crush: Spike's sinister shadow-lurking finally pays off when he catches Riley sneaking away to the vampire brothel.
- Standard Female Grab Area: During their argument Riley grabs Buffy three times this way, but contrary to all expectations (including his own) she doesn't pummel him.
- Tempting FateRiley shoves a stake into Spike's heart.Riley: Why the hell not?
- Buffy tells Riley how perfect this night is. The following night really sucks.
- Dr. Kriegel tells the Scoobies that Joyce's operation was a complete success.
- Too Much Information: Anya says that she bathes Xander, who hastens to explain that she means in a sexual way until Giles urges them to stop talking.
- Trespassing to Talk: Riley enters his apartment, switches on the lights and without turning around says, "Get Out". Major Ellis and his men are standing behind him.
- Try Not to Die: As the Scoobies follow Buffy on her mission to destroy the vampire brothel, Anya cheerfully waves them out. "Have a nice day. Don't get killed!"
- What Were You Thinking?: Buffy's reaction to Riley visiting vamps to bet bitten.
- When the Clock Strikes Twelve: The helicopter taking Riley away leaves at midnight.
- Woman Scorned: Buffy torches the (long abandoned) vampire brothel and kills the vampire prostitute she saw feasting on Riley, even though she's running away.
- Your Cheating Heart: How Riley's visits to the bite den are treated by Buffy.
- You Wouldn't Like Me When I'm Angry: Buffy gives the Whip and his gang a chance to walk away. When they attack her, she vents her anger by massacring the lot of them in seconds.Xander: I was about to give you a hand, but it seemed like you grew a couple.