Adam reveals that Riley has a behavior modification chip located just over his heart and wired into his central nervous system. Buffy realizes what Spike is doing and tries to pull the gang back together in time for a final showdown with Adam inside the Initiative itself.
Unable to sleep after their victory, Buffy, Xander, Giles, and Willow decide to stay up late watching movies. And immediately fall asleep. One by one, their dreams take a dark and twisted turn as a sinister force stalks each of them through the dream world and their own psyches.
Adam enlists Spike to turn the gang against each other, leaving Buffy alone and helpless. Playing on their fears about how the others perceive them, Spike begins to sow discord among the Scoobies. Meanwhile, into the chaos walks Angel, who has come to apologize to Buffy for the fight they had in L.A., but Riley sees only that there is another vampire in town.
Tara and Willow’s relationship seems to be progressing when Oz returns to town. Through his travels Oz has found a combination of charms, potions and meditation that allows him to avoid turning into a werewolf. When Oz discovers that Willow and Tara are more than friends, however, he loses control and the wolf is set free.
Buffy and Riley’s relationship has reached a new level, and they are spending all their time in bed. Their round-the-clock exploration of each other awakens dark energies in Lowell House, and it is up to the Scoobies to save the day.
Buffy, Willow, Xander and Anya are out hunting vampires and kill one of a pair. They track the other to a nest and decide to call in the big guns and visit… Jonathan.
After Faith activates the device left for her by the Mayor, it becomes apparent that she and Buffy have switched bodies. Now Buffy, in Faith’s body, must escape from the Watcher’s Council and convince someone of what has happened. Meanwhile, Faith, as Buffy, has full access to Buffy’s life, her friends, and her boyfriend.