Buffy searches for Riley at the Sunnydale High School ruins, not realizing that he has paid a visit to Adam's lair... However it soon becomes clear that Riley is there against his wishes. While referring to Riley as his brother, Adam explains that Professor Walsh implanted a behavior modification chip in Riley's chest, and that he has activated it. When Riley professes his intent to stop Adam, Adam tells Riley to sit, and Riley dutifully obeys. Adam continues to explain that Professor Walsh planned for Adam and Riley to be part of a master race that is better than both demons and humans.
Spike enters uninvited, demanding that his chip be removed. Adam tells him that he must draw Buffy into The Initiative before he has met his part of the bargain. His plan is to have Buffy kill as many demons as possible before he kills her. Spike boasts that he has Buffy separated from her friends, now it's just a case of waiting until Willow decodes the disks and passes on the information to her. Just then a flaw in the plan is pointed out by Adam... How is Willow going to pass on the information when she and Buffy aren't talking? Spike, knowing that this mistake could cost him the chance to get the chip out of his head, quickly leaves to fix the hole in his plan.
Willow and Tara stop by Giles' house to pick up her laptop and the disks, and Willow shares an awkward moment with a hung-over Giles after the group-wide spat the night before. Buffy sits alone in her dorm room, looking at an old picture of Willow, Xander, and herself in happier times, and has a quiet moment of reflection before assembling her weapons for the battle to come. Over in Xander's basement, Anya arrives to find Xander still lying in bed, depressed about last night's argument. She tells Xander that it doesn't matter what his friends think, as she believes him to be a good person... And declares her love for him for the first time.
Buffy returns to the cave where Adam killed Forrest and finds Adam's lair, but Adam is not there. Adam, meanwhile, leads Riley into a secret area of The Initiative. Riley is shocked to see a re-animated Professor Walsh and Dr. Angleman operate on a body in the corner of the vast underground space. Just as Adam assures Riley that his fate is much greater than Walsh's and Angleman's, Forrest sits up from the operating table, brought back to life with the body of a yellow demon; only his human face remains. Forrest is now completely loyal to Adam, and declares that he's looking forward to using his new powers against Buffy.
Still patrolling the caves, Buffy runs into Spike, who inquires about the information on the disks that he gave to Willow. When Buffy tells him that they haven't been decoded, Spike tells her that even though they have had a falling out, they should still concentrate on decoding the disks. Knowing that Spike wasn't around to see their "falling out," Buffy begins to put things together. Meanwhile, Willow is getting closer to decoding the disks in Tara's dorm room when the disks begin decoding themselves, spitting out information about the 314 Project.
Soon after, Buffy, Willow, Giles, and Xander meet in the middle of campus. Anya and Tara, after the previous argument, decide to stay out of the way. Buffy explains to them that Spike instigated their battle of words by spreading rumors to each one of them individually. The gang agree to put it behind them, but there is clearly still bad feelings in the air. Buffy figures out that Adam was planning on releasing demons in The Initiative to kill the soldiers, then using Spike to lure her in to kill the demons, leaving him with hundreds of parts with which to build his new race of human-demon hybrids. When Xander asks if Adam is worried that Buffy will get in the way of his plan, Buffy realizes for the first time that Adam may be too powerful to fear her.
Back in the secret Initiative lab, Riley sits bound in a chair, while Professor Walsh prepares him for his 'operation.' When he tries to talk to her, Forrest informs Riley that she is merely a walking corpse, but that he is more alive than he has ever been, and that Riley will be joining them soon. As Riley tries to tell him that they will never control him, Professor Walsh injects him with a clear liquid.
Back at Giles' house, the Scoobies try to figure out how to defeat Adam. Buffy tells everyone that Adam is powered by a Uranium core, however no-one is sure how this information can help. Willow suggests casting a spell to paralyze Adam, but the spell must be recited in Sumerian by an accomplished witch in close proximity to the subject. Xander sarcastically surmises that they need to combine with Buffy, the she'd have the slayer strength and speed, the magic expertise of Willow, and the linguistic skills of Giles. To Xander's surprise, Giles tells him that's actually a very good idea. While they break into Lowell House, Giles explains to Buffy, Xander, and Willow that while the enjoining spell is powerful enough to defeat Adam, it is also very dangerous. Buffy tells everyone to get ready, however this time she isn't intended to sneak into the Inititive quietly and kicks in the mirror hiding the elevator shaft.
As Buffy and Willow rappel down the elevator shaft into The Initiative compound, Buffy apologizes to Willow for what she had said. Willow reminds her that Spike was the one who caused the fight, but Buffy knows that Spike simply stirred up feelings that were already there. Willow tells Buffy that that this sort of thing happens... when you start college, the old high school gang tends to drift apart. Buffy tells Willow she doesn't want to drift apart, and apologizes for getting so caught up in her relationship with Riley. Willow apologizes for keeping Tara a secret from Buffy and everybody else, and the two friends tell of their love for the other. The two fall to the elevator shaft, and no sooner are they down than they begin hugging. Xander follows them down, and when he lands, they gleefully embrace Xander, and tell him that they love him. For the first time in a long while Buffy, Willow and Xander are happy to be together, and the three reaffirm their close friendship and are ready to do battle.
But when they pry open the doors, they are greeted by a bevy of soldiers wielding guns. Adam and Spike watch Buffy and the gang being escorted through the halls by Initiative soldiers on closed circuit TV. While Spike thinks that he's mere seconds from getting the chip removed, Adam is angry to see that Buffy's friends are still with her. Spike realizes that he's completely botched up his plan and tries to make a run for it, only to be caught by Forrest. Spike protests that he tried his best, so Adam decides to honor his agreement with Spike to remove the chip... By ordering Forrest to tear off his head. Spike puts his cigarette out in Forrest's eye, and narrowly escapes a gruesome death.
In The Initiative control room, Buffy tries to tell Colonel McNamara that Adam is planning an attack from within his own compound, from a secret lab built for the 314 Project, but the presence of a "magic gourd" in their bag, along with his unawareness of these activities, only convinces the Colonel that the Scoobies are crazy. The power goes out and a soldier at the controls informs everyone that backup generators are not responding, locking them all in the compound. From his secret control room, Adam opens the containment units. Buffy urges the Colonel to let her go and escape with his men, but he orders his men to help him take the Armory and orders another soldier to keep Buffy and the Scooby Gang under arrest. Buffy immediately dispenses with the soldiers and Willow sits down at the control console.
As they look into the monitor, they see the fierce battle going on throughout compound. Blood and carnage are everywhere as the demons massacre the doctors and soldiers. Willow finds a system of air ducts that supposedly lead to nowhere. Buffy speculates that the air ducts must lead to Adam's secret lab. In order to perform the enjoining spell, the gang will need to be somewhere quiet and closer to Adam. Therefore the next task is to make it through the war zone outside without being killed.
Buffy, Xander, Willow, and Giles make a run through the Inititive trying to get to Room 314. After narrowly avoiding being shot or attacked by demons, they finally make it and find a secret door that leads to Adam's secret lab. Buffy pauses at the door and tells Willow to barricade the door behind her. Xander tells Buffy that he is still uneasy about Buffy going in alone, but Buffy assures him that with the magic spell, she will not be going in alone. With that, Buffy goes in, and Willow barricades the door. When Buffy enters the secret lab, she finds Riley bound in his chair. She asks Riley to tell her what is going on, but he is unable to speak. Adam comes out from the shadows and orders Forrest, Professor Walsh, and Dr. Angleman to kill Buffy. Forrest and Buffy fight, however she struggles against his sheer strength. During the melee, a beaker smashes near Riley leaving shards of glass behind. Buffy is eventually grabbed from behind by Forrest as Walsh approaches with a medical saw.
In the other room, Willow, Xander, and Giles perform the enjoining spell as Buffy breaks free from Forrest and sends Professor Walsh to the floor with a swift kick. As Buffy fights Forrest, Riley grabs a piece of the glass and cuts into his chest, painfully beginning to remove the behavior modification chip. He finally rips the chip from his body and gets up and tears the life-giving tubes from Walsh and Angleman, sending them to the floor, dead once again. Riley takes over the fight with Forrest as Buffy runs off to find Adam sitting at his system of closed circuit monitors. The two fight, and Buffy manages to break off Adam's trademark Polgara skewer, but to her surprise, his left arm transmutes into a gatling gun and he opens fire in the small room. As Buffy dives behind one of the consoles, Willow, Xander, and Giles complete the spell, and their powers rush into Buffy.
Adam blows up the console, but Buffy rises from the rubble with magical, orange eyes, speaking Sumerian. Adam is intrigued, and sends a long burst of machine-gun fire at Buffy, but the bullets dissolved just inches from her causing Adam to begin to show concern. Riley and Forrest continue their fierce battle. Forrest grabs a hydrogen tank and raises it over his head near a broken power line to hit Riley, who ducks behind one of the operating tables. As he swings forward, the hydrogen gas ignites, and Forrest is blown into tiny chunks of burning flesh. Back in Adam's control room, Buffy uses the combined powers of the Scoobies to ward off Adam's attacks and Adam finally starts to fear her. Buffy collapses Adam's weaponry telepathically, then in a blistering display of power, gives Adam a swift beating and forces him against a wall. She tells him that he can never grasp the source of her power, but she can grasp his as pierces Adam's chest with her hand, and pulls his Uranium power supply from his chest. Riley arrives as Adam finally dies, and watches as Buffy levitates Adam's power supply from her hand and dissolves it into thin air.With their work done, the spell wears off and all Buffy, Willow, Xander, and Giles collapse with fatigue. A demon crashes through the barricaded door and almost gets to Willow, Xander and Giles, but Spike comes up from behind and snaps its neck. Though unhappy that he tried to help Adam, Willow, Giles, and Xander decide to spare Spike out of fatigue and the fact that he just saved them. Buffy and Riley arrive, and the gang prepare to head into the battleground outside and save as many lives as possible. Willow asks if Buffy is up for it, and she confirms that she couldn't be more ready as they head out...
In a largely unseen battle, Buffy, Riley, Xander, Giles, Willow and Spike then join with the Initiative's soldiers to stop the demon attacks, saving most of them with only 40% casualties amongst the Initiative. Graham survives, and the Colonel is killed.
In an internal debriefing, the government decides to shut down the Initiative for good, and remove any paper trail of its existence. They praise Professor Walsh's vision of harnessing demons as a powerful military weapon, but conclude that demonkind cannot be harnessed and controlled in such a manner.
Tropes in this episode:
- All According to Plan
- All of Them: The Initiative has been spending weeks gathering up every "subhuman" in Sunnydale, and then Adam lets them out.Dixon: Containment has been breached. Hostiles are loose.
McNamara: How many?
Dixon: All of them.
- All Your Base Are Belong to Us: Adam pulls this on the Initiative—he's been working out of a hidden part of their own base the whole time, with consoles that let him take control of the rest.
- All Your Powers Combined: The core Scoobies combine their spirits (and thus their abilities) into Buffy.
- An Axe to Grind: Buffy's Bigger Stick when searching the caves—fortunately she doesn't run into Adam.
- And Show It to You: Enjoined Buffy rips out Adam's Uranium-235 core and holds it up in front of him. Adam promptly keels over dead.
- Asshole Victim: Colonel McNamara gets killed due to his stubbornness, while the remaining soldiers and agents are saved by Buffy and the Gang.
- Badass BoastMcNamara: You telling me my business?
Buffy: This... is not your business. It's mine. You, the Initiative, the boys at the Pentagon—you're all in way over your heads. Messing with primeval forces you have absolutely no comprehension of.
McNamara: And you do?
Buffy: I'm the Slayer. You're playing on my turf.
- BFG: Adam is not only armed with the Polgara Blade Below the Shoulder, but also a collapsible machine gun/grenade launcher.Adam: I've been upgrading.
- Body Horror: There's Forrest, and Riley's motor functions being controlled by Adam through the chip on his thoracic nerve. Riley digging into his own chest to remove the chip isn't really a picnic either.
- Both Sides Have a Point: As they prepare to enter the Initiative headquarters, both Buffy and Willow own up to their mistakes that contributed to the Scoobies drifting apart. With Buffy admitting to being distracted by her romance with Riley and Willow acknowledging that her relationships with Oz and Tara have been keeping her occupied.
- Buffy SpeakWillow: It's not your fault. Spike stirred up trouble.
Buffy: But—I think trouble was stir up-able.
- Bullet Dodges You: Enjoined Buffy disintegrates machine-gun bullets in mid-air and turns a missile into several white doves.
- Came Back Strong: Forrest sees himself this way.
- Came Back Wrong: Forrest is made like Adam, sans the uranium power core. Likewise, Walsh and Engleman as "walking corpses," worker drones for Adam.
- Chekhov's Gun: During the fight with Forrest, Buffy is shown clearly and deliberately tearing some wires above her head. It is assumed she's going to use them against Forrest, but she instead leaves him to Riley while she stops Adam. After fighting with Forrest some more, Riley throws Forrest a flammable canister (and jumps behind a table) which connects with the torn wires and causes an explosion, killing Forrest.
- Chekhov's Gunman: Remember the feral, hairy demon from "New Moon Rising"? It shows up again, and it kills McNamara.
- *Click* Hello: The Scoobies slide open a door to find five Initiative soldiers readying their weapons.
- Combat Tentacles: A scientist gets Railing Killed by some.
- Combined Energy Attack: The Enjoining Spell that temporarily mergers the Scoobies' minds and talents (Willow's magic power, Giles' knowledge, Xander's heart, and Buffy's strength and skill). Complete with using a personal plural, speaking in the Voice of the Legion, and Golden Eyes of Doom.
- Determinator: Riley cuts out his Mind Control chip with a shard of glass.
- Didn't Think This Through: Spike has ensured that Buffy and Willow are no longer on speaking terms. The next step in the plan involves luring Buffy to the Initiative with encrypted disks that only Willow can crack.Spike: Hang on. I think I might've detected a small flaw.
- Word of God is that the writers hadn't thought of that either, but didn't want to rewrite the entire previous episode. The Author's Saving Throw actually makes it better than if they had scrapped the bad plan, showing that Spike isn't The Chessmaster he thinks he is.
- Distressed Dude: Riley's chip forces him to go to Adam, who plans to Frankenstein him into a demon hybrid like himself.
- The Dragon: Forrest becomes this to Adam.
- Eureka Moment: Xander suggests that with Willow's Wicca knowledge, Giles' skill in Sumerian, and Buffy's Slayerness to finish the job, a paralyzing spell might work on Adam. This gives Giles the idea of the Enjoining Spell.
- Evil Plan: Adam's plan becomes clear: pit the Initiative and their demon captives against each other, then build an army of fellow hybrids from their remains. He actually arranges for Buffy to find out so she can even the kill-ratio before he kills her. And Then What? is never brought up, presumably because Walsh never got to program further instructions beyond carrying out Project 314. It is implied, however, they would've been employed by the U.S. military.
- Exact Words: On two levels. Despite having failed to break up the Scoobies as Adam intended, Spike insists he still lured Buffy to the Initiative and demands that Adam honor the deal and remove his chip. Adam agrees... and orders Forrest to chop Spike's head off.
- Exactly What It Says on the Tin: As McNamara goes through the gang's stuff, he's looking for weapons and comes across something else.McNamara: You think you can come into a government installation brandishing weapons like...Willow: It's a gourd.Giles: A magic gourd.McNamara: What kind of freaks are you people?
- Explain, Explain... Oh, Crap!:
- Spike and Adam are discussing the success of Spike's plan — he has successfully separated Buffy from her friends, now they just need Buffy to work with Willow to decode the information disc. Adam points out the contradiction here. According to the episode commentary, this was actually a bit of an Author's Saving Throw from when they had the same realization.Spike: Our little witch gives her the info and pop — Alice heads back down the rabbit hole.
Adam: The witch.
Spike: Uh, Willow. About so high, perky, good with math. Natural choice.
Adam: Her friend.
Adam: One of the friends from whom you've so efficiently separated her.
Spike: Damn right I did. You should've seen 'em. They won't be talking to each other for a long, long... [beat] Hang on. I think I might have detected a small flaw.
- When the group is reconciling after the events of the previous episode, Buffy lets the others come to their own conclusions to realize that it was Spike who played them off against one another.Giles: Well, Spike can be very convincing, and... we're very stupid.
- Spike and Adam are discussing the success of Spike's plan — he has successfully separated Buffy from her friends, now they just need Buffy to work with Willow to decode the information disc. Adam points out the contradiction here. According to the episode commentary, this was actually a bit of an Author's Saving Throw from when they had the same realization.
- Eye Scream: Spike escapes Forrest by sticking a lit cigarette in his eye, blinding it.
- Famous Last Words: From Adam. "How can you...?!"
- Fast-Roping: Well, more like a slow descent while discussing how you've grown apart recently. The gang enters the Initiative by rappelling down the elevator shaft from the frat house.
- Foreshadowing: Giles warns that the Enjoining Spell might be dangerous. This turns out to be true in the next episode.
- Friendship Moment: Buffy and Willow reconcile while entering the Initiative, then invite Giles and Xander to join them.
- Glowing Eyes of Doom: Buffy gets a pair as a result of the enjoining spell.
- Gone Horribly Right: Spike's plan for separating Buffy from her friends worked so well that they're not even talking, which... means the plan won't work since it hinged on her friends sharing information with her. On the DVD commentary, the writers admit that this is an Author's Saving Throw since they didn't figure that out until writing this episode either.
- Gory Discretion Shot: Blood gets splattered over the Clipboard of Authority.
- Grand Theft Me: The Enjoining spell works like this; a super powerful Buffy is controlled by the power the Scoobies give her.
- Group Hug: When Buffy, Willow and Xander reconcile while trying to enter the Initiative. Xander tells Giles to hurry down, but we don't see if he joined in or not.
- The Heart: Xander takes the role of "Animus" in the Enjoining Spell.
- HeelFace Revolving Door:
- Spike, of course, continues to look out for himself first, and help anyone willing to help him; in this case, Adam.Xander: Spike's working for Adam?! After all we've done—nah, I can't even act surprised.
- After Adam turns on Spike, the vampire fights on the side of the Scoobies, admitting frankly that he's doing it so they won't stake him for his previous betrayal.
- Spike, of course, continues to look out for himself first, and help anyone willing to help him; in this case, Adam.
- Hypocritical HumorGiles: Xander, just because this is never going to work, there's no need to be negative.
- "I Know You're in There Somewhere" Fight: Averted—Riley tries talking to Walsh, but Adam informs him he's wasting his time.
- I Never Said It Was Poison: Spike lets it slips that he set the Scoobies against each other.
- Insult Backfire:Adam: So you failed.
Spike: Well, hey, you're supposed to be so smart. You let me plan this thing... Okay, let's not quibble about who failed who.
- Ironic Echo: Walsh's "Be a good boy, Riley." (from "Hush")
- Is That the Best You Can Do?: After a struggle Forrest, Walsh and Engleman have Buffy pinned down on a table.Forrest: Is that it? Is that all you got?
Riley: No. She's got me. [yanks out Walsh and Engleman's blood tubes]
- Laser-Guided Karma: Professor Walsh's body is being reused as a worker drone in her own Evil Plan.
- Let's You and Him Fight: Adam plans for the army and the demons to kill each other, creating lots of dead bodies for his human/demon cyborg army.
- More Than Mind Control: Discussed. While storming the Initiative, Buffy makes it a point to reconcile with Willow, Giles, and Xander for real. While Spike did cause the fight, Buffy is well aware that Spike just stirred up feelings and tensions that were already there.
- Nice Job Fixing It, Villain!: Unbeknownst to Spike, Willow was still working on the encryption despite the Scoobies' falling out, and having accessed the information, she probably would have informed Buffy about it on the basis that its importance transcended their differences. But the Scoobies would have likely still been angry with each other, which would have probably resulted in Buffy going into the Initiative alone like Adam wanted. Instead, Spike met up with Buffy to push her into getting the intel from Willow, and in doing so tipped Buffy off that he'd been manipulating everyone.
- Obvious Stunt Double: Sarah Michelle Gellar had obviously lost weight between the 3rd and 4th seasons, therefore the difference between her and her stunt double is much more noticeable during the fight sequence with Adam.
- Oh, Crap!: Buffy sees Adam's hand morph into a gatling gun/rocket launcher. Then it's Adam's turn when his bullets are destroyed in mid-air.Adam: Interesting, very... interesting.
- Ominous Latin Chanting: In Sumarian, rather, to invoke the power of the First Slayer. The defensive spells are also Sumerian.
- The Omniscient Council of Vagueness: The Pentagon committee that orders the end of the Initiative project.
- Our Zombies Are Different: Walsh and Angleman are simply mindless zombies. Forrest, on the other hand, still retains his full memories of life.
- People Puppets: Walsh had implanted Riley with a chip that controls his physical actions. Adam activates it to prevent him from aiding Buffy. Riley manages to regain enough self-control to cut it out through sheer Heroic Willpower.
- Plot Tailored to the Party:
- The Enjoining Spell just happens to require qualities that each of the Scoobies can bring.
- Since Riley isn't part of the Enjoining Spell, Forrest turns up as a zombie demon soldier for him to fight during the final showdown.
- The Power of Friendship: Even before Buffy calls her, Willow is shown trying to decrypt the files.
- Reasonable Authority Figure: Mr. Ward, the lawmaker responsible for shutting down The Initiative. He acknowledges that the true heroes in Adam's war were Buffy, Riley, Willow, Xander, Giles, and Spike, and states that while they're to be monitored for confidentiality's sake, he hunches that they won't reveal what they know.
- Red Shirt Army/Unwitting Pawn: The purpose for the Initiative soldiers is revealed: to kill the imprisoned demons and also to die and serve as spare parts for the 314 Project. It is possible that the vampires implanted with chips were also intended to be used against demons.
- Reforged into a Minion: Forrest, Walsh, Angleman. Adam plans to do the same to Riley.
- Salt the Earth: The final line of the episode, in reference to the Initiative, which the Pentagon intends to erase from history as thoroughly as possible.Official: Burn it down, gentlemen. Burn it down and salt the Earth.
- Saying Too Much: Buffy realizes what Spike has done when he mentions her fight with Willow, which he wasn't present at.
- Scary Black Man: Demon-Hybrid Forrest
- Storming the Castle: The Scoobies intend to fight their way through the Initiative to Adam.
- Tarot Motifs: Tarot-style cards are used in the Enjoining Spell to represent the qualities each of the Scoobies brings to the merging.
- Tempting FateMcNamara: Down here I'm the one in control! [lights go out]
- Trojan Horse: The captured demons are Play-Along Prisoners, just waiting to be released to kill as many Initiative personnel as possible. Adam plans for Buffy to be brought in as well, just to even the kill ratio.
- Two-Part Episode: With "The Yoko Factor."
- Undead Laborers: Adam has made Walsh and Angleman into these.
- Why Did You Make Me Hit You?: Forrest is tossing Riley about the room.Forrest: What're you making me do this for? Not that I'm not enjoying myself.
- You Have Failed Me: Spike succeeds in bringing Buffy to the Initiative, but she has reconciled with the Scoobies. To honor their deal, Adam orders Forrest to behead Spike.