Buffy is chased by a vampire, which she fights and then stakes. Her well-thought puns are not appreciated. Spike watches from a distance and promises trouble, but he is struck by tazers and carried off by the masked and heavily armed people lurking in the Sunnydale shadows.
At The Bronze, the gang talk about college and why they're still hanging at The Bronze, and then to their surprise, Rupert Giles joins them. Veruca's band, "Shy" starts to play and all the guys are mesmerized by her singing, which distresses Willow.
The next morning, Willow wakes up in Oz's bed and they talk about how they'll be apart for three nights while there's a full moon keeping Oz locked up, and a Wicca group is meeting on those three nights. At school, Buffy gets a great grade on a Psychology paper and Professor Walsh asks her to lead a discussion group on the topic. Willow actually feels academically envious of Buffy. Veruca invites Oz to sit with her at lunch, which he accepts since there is room for Willow and they start talking amps. Willow arrives, and is lost by their terminology, leading everyone to flee the incredibly awkward situation. Buffy tells Willow not to worry about Oz.
That night Oz locks himself into a cage in a crypt, but the door isn't secure enough and he breaks free. As Professor Walsh is leaving the school that night, Oz jumps out at her. Another werewolf appears and while Professor Walsh runs and hides in the bushes, the two werewolves jump out and fight with each other. Oz wakes up the next morning to see that the other werewolf is Veruca. They sneak into the campus laundry room for clothes and Veruca appeals to the animal within him. Willow shows up at Oz's and instead of being welcomed with opened arms, Oz is closed off and so she leaves. Buffy informs Giles of the two werewolves being spotted on campus and later goes to Oz, but he says he doesn't remember anything about what happened when he got out. Desperate for a male perspective, Willow asks Xander Harris about Oz and he tells her that the reason he's off with her is probably because he can sense her uneasiness, and suggests they talk and work it out.
Oz arranges for Veruca to meet him in the crypt that night. He wants her to lock herself in the cage with him so no one will get hurt. Veruca initially refuses, telling them they should be running free. Eventually Oz loses the fight against his feelings and drags her into the cage and starts kissing her as they transform. The next morning, breakfast foods in hand, Willow arrives and is shocked to see Oz and Veruca curled up naked together. After Oz gets dressed and, in an uncharacteristic burst of anger, orders Veruca out, he tries to explain things to Willow, but she doesn't want to hear it. After furiously blasting him for choosing a solution that involved him and Veruca locked up together rather than him telling someone what was happening, she asks him if he loved Veruca more than her in that animal way and finally leaves when he doesn't answer.
Walking home in a dazed state, Willow walks in front of an oncoming car, which Buffy can't save her from, but Riley Finn happens to be there and does. Buffy takes Willow back to their dorm, and is told the whole story. Buffy then leaves, determined to take care of Veruca. She finds Oz also trying to find Veruca and start working together, however she's furious with him for hurting Willow so badly and isn't interested when he tries to explain. Using Oz's heightened senses to lead the way, Buffy and Oz find Veruca's clothes. They realize this is just a diversion and come to the conclusion that she's gone after Willow. Buffy and Oz quickly rush back to the college, but Buffy runs into a commando. The two briefly scuffle, but Buffy grabs her gun and leaves.
Willow is in one of the campus labs, conjuring a spell that will prove to be devastating revenge against Oz and Veruca. She can't bring herself to complete the spell however, and Veruca then enters, locking the door with the intention of killing Willow when the sun goes down and getting her out of the way. Just in time, Oz breaks in and warns Veruca (as the two begin their transformation) not to hurt Willow, but Veruca refuses believing Willow to be stopping Oz from fully embracing his wolf side. She then tells Oz that they're animals at heart, and Oz agrees that they're animals and they kill. At this point he viciously attacks Veruca, still not completely changed. The two wolves soon completely transform and continue the fight, before Oz kills Veruca by ripping her throat out. The wolf then turns its attention to Willow, and she tries to reach Oz, but the wolf leaps in for the kill only to be stopped at the last second by Buffy. She finally tranquilizes him, and then comforts a traumatized and hysterical Willow.
The next day, Buffy tells Giles about the heavily armed man she saw while searching for Veruca who was dressed the same way as the men she saw on Halloween and how because of him, she couldn't stop Oz from killing Veruca and nearly killing Willow. Although they know that this is serious, both are far more concerned about Willow and Oz, and Buffy can't imagine how they're going to get through this.
Willow finds Oz in his room, packing. Unsure of what separates him from the wolf, he is leaving until he can figure it out. Oz tells Willow she is the only one he has ever loved and then walks out leaving Willow heartbroken and in tears. Oz starts up his van but, just as devastated as Willow is over the abrupt and violent end of their relationship, considers returning. However he decides against it, and drives away in his van.
- Anywhere but Their Lips:
- Oz's parting kiss is on Willow's forehead.
- He gives another kiss on the top of Willow's head before leaving her and Veruca at the campus. Given Willow's anxieties at the time, it's likely a bit too chaste for comfort.
- Armor-Piercing Question: Willow hits Oz with one during their argument. After Oz tries to defend his actions by blaming the wolf side of him, she asks him if he still had feelings when he was regular Oz, and wanted Veruca "more than you wanted me?" To which he has no answer.
- Aroused by Their Voice: Veruca's singing enraptures the male Scoobies, especially Oz.
- Bad Guys Do the Dirty Work: We don't kill werewolves, because they're human most of the time, but Oz's wolf side is amoral and thus free to kill Veruca.
- Bait-and-Switch: Appears to feature Spike as the Monster of the Week, but he gets captured by the Initiative and we don't see him until the next episode.
- Basement-Dweller: And Xander's parents don't want him putting a lock on the door either.
- Bedmate Reveal: Oz wakes up naked and scratched, then Veruca lifts her head up beside him.
- Benevolent Architecture: Buffy slams the vampire into a handy light post, then stakes him while he's reeling.
- Berserk Button: Threaten Willow, and Oz won't restrain his wolf side.
- Betty and Veronica: Willow and Veruca
- Bilingual Bonus: After the credits, in the Bronze, Oz's shirt reads 大変 meaning tough or hard.
- Bond One-Liner: The vampire doesn't react to Buffy's Hurricane of Puns, much to her annoyance.Buffy: Thanks for the relocate. I perform better without an audience. You were thinking, what, a little helpless coed before bed? You know very well, you eat this late... [she stakes him] You're gonna get heartburn. Get it? Heartburn? [he dusts] That's it? That's all I get? One lame-ass vamp with no appreciation for my painstakingly thought-out puns?
- Building Is Welding: Oz reinforcing his cage after he broke down the gate.
- Burn Baby Burn: Subverted; Willow is about to burn Oz's picture as part of the curse, but makes the mistake of looking at it first and so is unable to go through with it.
- Comically Missing the Point: Willow gamely tries to follow Oz and Veruca's music talk, but confuses Hound Dog amplifiers for the Elvis Presley song.
- Conveniently Timed Attack from Behind: Buffy arrives just in time to stop Oz from eating Willow after he's killed Veruca.
- Crash-Into Hello: Buffy (literally) runs into a balaclava-ed soldier in the woods, which delays her long enough to ensure Veruca's death.
- Cry into Chest: Buffy holds a weeping Willow.
- A Day in the Limelight: For Oz, right before being Put on a Bus.
- Death Glare: Buffy to Oz, after Willow has told her the bad news. When Oz tries to explain, she says coldly, "Now would be a good time for your trademark stoicism."
- Defensive Feint Trap: Buffy lets a vampire chase her through the campus until they're alone, then turns on him.
- Diving Save: Buffy sees Willow (distraught over catching Oz and Veruca together) step into the path of a car without looking. She can't get to her in time, but fortuitously Riley Finn is there to yank her out of the way.
- Does This Remind You of Anything?: Losing control over yourself, finding someone like you of the opposite sex, waking up at the morning with scratches and fresh guilt.
- Facial Dialogue: Between Willow and Buffy while trying to distract Oz from Veruca at the Bronze.
- Failed Attempt at Drama: Spike attempts to deliver a threatening monologue to an unsuspecting Buffy, only to be tasered and dragged off by the Initiative, mid-speech.
- Buffy running into another heavily-armed and masked soldier tips her off that something else is going on at UC Sunnydale that needs investigating.
- The conversation between the Scoobies at the Bronze raises some of the issues that will break them apart in "The Yoko Factor".
- Willow turning to dark magic for revenge in a moment of emotional pain is more foreshadowing for Dark Willow.
- Get Out!: Willow asks why Oz's plan to prevent Veruca going on a rampage involved the two of them being locked together in a cage all night, instead of just telling his friends about her.Veruca: Girl's got a point.Oz: [angrily] Leave.Veruca: I'm just saying—Oz: NOW!
- Glowing Eyes of Doom: Veruca's eyes turn bright blue, as opposed to Oz's Black Eyes of Evil when he shapeshifts.
- Head Butt Of Love: When Willow tearfully asks, "Don't you love me?" Oz vows "My whole life, I've never loved anything else," and gives her a textbook HBOL, complete with hug and kiss.
- Held Gaze: Oz and Veruca at the Bronze, despite Willow and Buffy's attempts to divert his attention.
- Hell-Bent for Leather: Willow dresses in green leather pants when she goes to seduce Oz—clearly she picked up some lessons from Faith.
- I Have This Friend...: Willow puts a 'hypothetical' question to Xander.Willow: Well, say the girl's been noticing—
Xander: Will, I've deciphered your ingenious code.
Willow: Ok. Say I've been noticing Oz notice someone else. A woman.
- Interplay of Sex and Violence: Wild werewolf sex.
- Knockout Ambush: Spike gets tasered.
- Lady in Red: Veruca makes love to the microphone wearing a red blouse and red lipstick, all the while locking eyes with Oz.
- Large Ham: Paige Moss as Veruca really goes overboard on the animalistic mannerisms, coming off more like a marionette with one broken string with the way her head keeps swinging around.
- Leaving You to Find Myself: As explained in the quote below, while up until this point Oz had a very straightforward Jekyll vs Hyde view of his wolf-self. A lot of his actions in this episode really blur the line between that. So much so, he feels it best to leave to try and get a better hold on things.Oz: Veruca was right about something. The wolf is inside me all the time, and I don't know where that line is anymore between me and it. And until I figure out what that means, I shouldn't be around you... Or anybody.Willow: [crying] Well, that could be a problem 'cause people... Kind of a planetary epidemic.Oz: I'll find someplace.
- Lingerie Scene: Oz and Veruca are stealing clothes from a dorm's laundry. Veruca has changed into a black bra and panties, and isn't in a hurry to put on anything else while trying to seduce Oz.
- Long Hair Is Feminine/Tertiary Sexual Characteristics: Veruca's wolf form has long hair, much longer than she does as a human, presumably so the audience will know that the new werewolf is a girl.
- Love Before First Sight:Veruca: I've wanted you even before I ever saw you. I sensed you. Did you sense me?
- Love Makes You Crazy: A mild case, with Willow attempting a vengeance curse Oz and Veruca. She stops herself though. This time.
- A Man Is Always Eager: That Oz is reluctant to engage in the physical act of love strikes fear into Willow's heart as a sign of infidelity. Xander lampshades it, saying she may have encountered "the seven annual minutes he's legitimately too preoccupied" to want sex.
- Manly Tears: Oz cries when leaving behind Willow and Sunnydale.
- Mugging the Monster: Buffy lets a vampire chase her to a part of the college with no witnesses.
- Murder the Hypotenuse: Veruca tries to do this to Willow but Oz prevents it by killing Veruca.
- My Sensors Indicate You Want to Tap That: Willow notes that Oz has the blushy thing behind his ears when in Veruca's presence.
- Not So Stoic: Oz shows more emotion in this episode than in his entire series run. Most notably, this is the only time he raises his voice.
- Occult Blue Eyes: Veruca's eyes turn blue during her change, as opposed to Oz's Black Eyes of Evil.
- O.O.C. Is Serious Business:
- Oz screams at Veruca to get out as Willow confronts him on sleeping with her.
- A more light-hearted version occurs when Giles turns up at the Bronze, to everyone's amazement. They quickly work out it's because he's bored to tears, alone at home. When Buffy visits Giles at home, he's unshaven and sloppily dressed, as opposed to his usual tweed-wearing persona.
- Our Werewolves Are Different: This trope plays an interesting part in this episode. As Oz, on the show has always treated his werewolf side like a split personality, Veruca on the other hand seems to not have this and sees herself as the wolf all time. Oz tries to blame all of his "thing" with Veruca on Wolf Oz, yet he can't answer Willow's question about all he did as Human Oz when it came to Veruca. Oz ends up leaving town because he doesn't know where the line between him and wolf is anymore. Within the scope of this trope Oz's werewolf may not be that different after all.
- Power Floats: The beakers Willow is using for the curse start to float in the air. When she stops the spell they drop to the floor and break.
- Put on a Bus: Veruca's uncomfortable truths prompt Oz to pack up and drive away on a journey of self-discovery.
- Rage Judo: Trapped between two werewolves, Maggie Walsh dives into the bushes, leaving them to attack each other.
- Reality Ensues: Spike attempts to make a big speech vowing to get revenge on Buffy, only to get zapped unconscious and abducted by some Initiative soldiers in the middle of it. What, did you think Talking Is a Free Action? Guess again!
- Romantic Two-Girl Friendship: After Oz turns out to be a cheating dog, Buffy reassures Willow that she loves her.
- Security Blanket:Willow: The Bronze is nice and familiar. It's like a big comfy blanky.
Oz: I was under the impression that I was your big comfy blanky.
Willow: Aw, you're my my person blanky. This is my place blanky.
- Sexual EuphemismWillow: What does it mean when a girl wants to... You know.
Xander: If you're doin' it, I think you should be able to say it.
Willow: Make love.
- Shadow Archetype: Veruca to Oz.
- Shapeshifting Excludes Clothing: Oz and Veruca steal clothes from a dorm laundry.
- Slap-Slap-Kiss: Oz and Veruca meet in their wolf forms and immediately start to fight. They wake up naked in each other arms the next day. Their second night seems to go 100% kiss. While the third and final night begins with a fight that ends fatally for Veruca.
- Sublime Rhyme
- "...a little helpless coed before bed?"
- Willow's curse.Willow: I conjure thee by the Saracen Queen and the name of Hell. Let them find no love or solace. Let them find no peace as well.
- Smells Sexy: Veruca taunts Willow by saying, "I know what you love. I have his scent on me right now."
- Something Else Also Rises: Veruca brings up the wild wolf sex she had with Oz last night; her gaze flicks downward as she purrs "I know some part of you remembers that."
- Talking in Your Sleep:Willow: Mm... It's in the sandblaster. Uh...
Oz: What's in the sandblaster, Will? It's a dream. Come back to me. [starts to fondle her under the covers]
Willow: Mmm... Hmm... All Geminis to the raspberry hats.
Oz: Now you're faking.
Willow: Am not.
- Taser Tag Weakness: Spike is easily knocked out by taser and captured mid-speech.
- Tempting Fate:
- A notable lampshading.Buffy: [after killing a vampire] That's it? That's all I get? One lame-ass vamp with no appreciation for my painstakingly thought-out puns? I don't think the forces of darkness are even trying. I mean, you could make a little effort here, you know? Give me something to work with.
Spike: [watching her from a distance] Watch your mouth, little girl. You should know better than to tempt the Fates that way. 'Cause the Big Bad is back. And this time, it's [suddenly he's being tasered] Urrgh! Aaaahhh! [he is dragged away by commandos]
- Buffy assures Willow that Oz isn't the type of guy that would cheat. Willow quips, "Not tonight, anyway. He'll be locked in a cage." That night werewolf Oz breaks out of his cage, meets werewolf Veruca and has sex with her.
- A notable lampshading.
- That Came Out Wrong:Buffy: I'm sure Oz is flogging and punishing himself... this is sounding wrong before I even finish.
- They Have the Scent!: Buffy uses Oz to track Veruca, but she leads him off by dumping her clothes.
- They Were Holding You Back: Veruca's justifies her attempted murder of Willow to Oz, saying she was the one keeping him in a cage.
- This Was Her True Form: Averted—Veruca remains a wolf after being killed by Oz, perhaps because she identified more with her wolf self than her human self.
- Totally Radical: Giles at the Bronze.Giles: Well, it's ages since I've been to a gig. Well, don't look that way. I'm... I'm... I'm down with the new music. And I have the albums to prove it.
- Tranquil Fury: Buffy, after finding out that Oz cheated on Willow (and having watched her almost get hit by a car in her grief), is clearly enraged at him, and only goes to him for help because she's in danger and he can track her scent. When he tries to explain himself, she shoots him a Death Glare and frostily remarks, "Oz, now would be a good time for your trademark stoicism."
- Transhuman Treachery: Veruca clearly sees humans as inferior and doesn't give a damn if she hurts or kills someone during her transformation.
- Up to Eleven:Buffy: Oz... You ok? And if it's possible, you seem more monosyllabic than usual.
- Wakeup Makeup: After a night of wild werewolf sex, Veruca's hair is only slightly mussed and her Excessive Evil Eyeshadow isn't smudged.
- What the Hell, Hero?: Oz gets this treatment directly from Willow in that he completely bungles multiple chances to avert most of this episode's plot.
- Your Cheating Heart: The plot of the episode.
- You Wouldn't Like Me When I'm Angry: Oz arrives to stop Veruca, only for both to start Changing into their wolf forms.Veruca: You're an animal. Animals kill.Oz: [getting Black Eyes of Evil] You're right. We kill. [attacks Veruca]