At the hospital, the Scooby Gang awaits news from the doctor about Joyce's surgery and they are all relieved to know that the surgery was a success. Dawn spends the night with Xander and Anya. With the house to themselves, Buffy and Riley spend a romantic evening together. In the middle of the night, Riley sneaks out and Spike follows him into an old building.
Buffy spends the day with her mother in the hospital discussing Joyce's wig options. 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.
Meanwhile, the special demon hunting unit that Graham is now a part of gets news of a village in Belize being torn apart by demons and Graham persuades his commanding officer to seek Riley's help. Buffy and the gang go after the nest of vampires only to find the building empty. Buffy sets the building on fire, leaving her friends in the dark about what's truly bothering her. 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. Spike and Riley talk and realise that they both love her, but she doesn't return the feeling to either of them.
Riley tries to explain things to Buffy. He tells her he started it because he wanted to know what Buffy felt when she was bitten and he tells her that the vampires needed him and Buffy doesn't. After Buffy tries to convince him that she's given him everything she has, Riley tells her about the offer to return to the military. He is going to leave unless she can give him a reason to stay.
Later, Buffy gets attacked from the vampires from the nest and stakes every one of them easily. Xander witnesses this and confronts Buffy, not willing to let her hide from her problems. He shows her the truth that she's been ignoring, and tells her that she has to decide if she's really willing to lose Riley for good.
She runs as fast as she can but it is too late. The helicopter takes off with Buffy on the landing pad, calling after Riley. Still shocked, Buffy returns home while Riley leaves Sunnydale, not looking back.