The Summers women are at the hospital when the doctor informs Joyce she'll have surgery in two days. The rest of the gang go vampire slaying. Willow and Tara are camping out on the roof of a building watching the stars when a large object crashes down in Sunnydale. A mental patient who has been released from the hospital is walking through the forest when a creature attacks him.
At the hospital, the creature climbs along the ceiling, undetected. Buffy and Joyce talk the doctor into letting Joyce go home until her operation. The gang finds the location of the crash and the dead body of the released hospital patient. While everyone else goes to find help, Riley calls Graham. He later advises the military officers who answer the call on how to deal with the situation. At the hospital, the mental patients are attacked by the demon. Buffy's mom continues to act strangely and say things she doesn't remember. Dawn is hurt when Joyce calls her a "thing", but Buffy comforts her and tells her to ignore the comment. The gang finds that a Queller demon has been summoned to kill crazy people. Joyce is attacked by the demon who spits its slime onto her and Dawn comes to the rescue.
Buffy eventually hears Dawn's scream and goes after the demon. Buffy finds Spike stealing pictures from her basement, but can't yell at him as the demon attacks again. Ben gets into his car at the hospital and Dreg is waiting in the backseat. Ben reveals that he summoned the Queller, to clean up Glory's mess like he has done all his life. Back at the hospital, Joyce asks Buffy for the truth about Dawn and she is wheeled away into surgery.