Willow and Tara are on their way to Giles' for a Scooby meeting and Tara asks Willow how she feels about cats. Willow prefers dogs, though she's not "death to all cats." Tara wants to get a cat for them as a pet, but wants to make sure Willow's not allergic, as she wants her room to be "Willow-friendly."
At the meeting, Buffy reports that all has been very quiet on the demon front and her kill-count is way down. Riley informs them, however, that the Initiative has been very busy with captures, having "demons coming out of [their] ears." Giles suspects that Adam must be involved in this shift. As the meeting adjourns, Anya comments what a boring hour the meeting was. Giles, who's finally had it with her snide remarks, begins to give her a piece of his mind but is interrupted by the front door opening. They all turn and stare at Oz, standing in the doorway. "Hey," is all he says.
Uncomfortable silence ensues. A stunned Willow manages to ask Oz when he got back. "Pretty much now," he replies. Xander is the first one to step forward and greet him, shaking his hand. Oz tells Willow he's gonna crash with his old band and they agree to meet later at her place to talk; he leaves. Throughout all this, Tara looks forlorn; after Oz leaves, she makes an excuse and rushes off.
That night, Buffy and Riley are patrolling a cemetery as she explains how Oz and Willow had a rough breakup, when they are interrupted by a demon. They kick the demon's ass even before the "guest starring" credits are done (Buffy hates it when they're that easy) and continue the conversation. Riley is shocked to hear that Oz is a werewolf and says he never pegged Willow as the type of girl to go out with "Dangerous Guys." Buffy is upset by this and calls him a bigot.
Oz arrives at Willow's door and leads her outside where he tells her to look up. Willow sees a full moon in the sky and realizes Oz hasn't turned into a wolf. She's happy for him that he found a "cure," but is also hesitant. Oz reveals that Xander told him she didn't have a new guy. Evasively, Willow confirms that there is no new guy. Oz won't push, but he wants to be with her now that he can be what she needs. Willow is conflicted with emotions.
Elsewhere, Graham is leading Beta Team through the woods when they are attacked by a couple of fur-covered demons. Graham is injured and loses consciousness, but not before getting a fading look at one of the creatures after it kills one of his men.
In her room, Willow and Oz have talked all night. He's told her about all the places he traveled around the world. Tibet is where he stayed the longest, learning meditation skills and ways to repress his inner wolf. Willow suggests that the two get breakfast. Oz gives her a second option of sleeping in for a while. Willow chooses the "less confusing" breakfast and steps out to freshen up in the bathroom. Tara knocks on the door and is surprised when Oz opens it. He remembers seeing her at Giles' and invites her in, but she declines and hurries off. Willow returns and he tells her that her friend stopped by; as he turns to grab his coat, he doesn't see Willow's conflicted expression.
Buffy and Riley wake up in his room and he quickly realizes that she's still pissed at him. He confesses he only said what he said because he's concerned and doesn't want to see Willow get hurt. Buffy tries to explain how there are some creatures vampires, for example who are not evil at all. "Name one," he challenges her, but Forrest walks in just then to tell him Beta Team got hit and suffered a casualty. Buffy asks what kind of demon it was, and Riley snaps at her, "Does it matter?" as he leaves with Forrest.
A gloomy Buffy returns to her dorm room to find Willow there, but perks up with interest to hear about what happened with Oz. Willow explains how Oz found a cure just like he said he would. Buffy's happy to hear this, but points out Willow doesn't seem as happy. Willow acknowledges that she is happy, but things are now complicated because of Tara. Buffy thinks Tara has a crush on Oz, but then realizes exactly what Willow meant by complicated and can barely cover her freak-out. But she composes herself and tells Willow that she's glad she told her. Willow had planned to tell Oz about Tara last night, but when they got to talking all the old feeling started to return, and Willow doesn't want to hurt anybody. Buffy tells her, "No matter what, somebody is gonna get hurt."
Spike is sleeping in his crypt when he gets a visitor. He doesn't even open his eyes when he grabs the demon's arm as it reaches for him, happy he can kick this intruder's ass. But when he sees the visitor is Adam, Spike becomes more than a little concerned. Adam, however, isn't there to fight he's there with an offer to help Spike with his problem.
Willow goes to see Tara and assures her that she and Oz were only talking. Tara is relieved but lets Willow know that she'll be there for her, because she knows what Oz means to her. A tearful Willow says, "How can you when I'm not even sure?" Willow explains that she knew what Oz meant to her, but after he left, everything changed. She changed, and Tara was a big part of that. Willow doesn't know what to do. Tara tells her to do what makes her happy and holds her close.
In a building on campus, Oz is in a hallway looking at fliers when he gets a whiff of Willow's scent and calls to her but it's only Tara walking by. She stops and notices the books in his hand, realizing that he's planning on coming back to school. Although it pains her, she tells him that would be good for him and Willow. Oz, though, is more concerned with the fact Willow's scent is all over her. Tara tries to leave, saying she can't talk about it, which incites him further and he grabs her arm. Oz wants to know if she's involved with Willow. She tries to leave again, but hurt and angry, Oz grabs her and demands "Is she in love with you?!" Then they both realize he's starting to wolf out. "Run," he warns her.
In werewolf form, Oz corners Tara in a classroom and is about to leap on her when Riley hits him with a tranquilizer dart, putting him out. Forrest and several other Initiative soldiers follow him in and start to load Oz in a bodybag. They think Oz might be one of the demons who attacked Graham's team. Tara tries to tell them it's a person, but, thinking she's in shock, they don't listen to her.
In his hideout, Adam has explained his plans to Spike, who thinks it "sounds like a lot of fun." Adam is looking at Buffy to be the leader for the humans (in an implied upcoming battle). Spike points out that despite her tendency to whine, she does tend to win when it comes to fighting. Adam suggests Spike should be on her side then. "This all goes down, the chip comes out. No tricks?" Since parts of him used to be a Boy Scout, Adam swears on scout's honor.
Tara finds Willow in the library and tells her what happened to Oz; how he changed during the day and was taken away by Riley. She's afraid they might hurt him. Willow leaves to find Buffy and they meet at Giles' apartment. Buffy is trying to page Riley, but he's not answering, so they decide to plan without him.
At the Initiative, Oz is growling around in a cage in The Pit. Riley is waiting impatiently for the doctors to tell him if he's one of the creatures that hit Beta Team. The doctor says they'll have to wait for DNA testing, since the description Graham gave matches over forty known species of demons. Pissed, Riley is about to shoot the wolf anyway when Oz suddenly reverts to his human form.
Oz is drugged and strapped to an examining table as the doctors start running tests. Riley is concerned for him but doesn't have the authority to stop the experiments and is removed from The Pit. The doctors zap Oz with electricity, managing to bring out the wolf.
At Giles', Buffy is worried because Riley still hasn't called. Xander points out that they can't wait much longer. Buffy decides that she and Xander will go in like before, but Willow insists on going as well. Reluctantly, Buffy agrees. Since Buffy's clearance with the Initiative has long been revoked, they'll need to find another way in. "Or you can just use the back way," says Spike, suddenly standing inside the front door. Spike suggests to Giles that he might want to try locking his door. They're skeptical at his willingness to help them, but Spike claims that he's looking for monetary incentive, with the extra bonus of putting it to the soldier boys. He tells them he can get them in with no alarms, no cameras, and no waiting.
Meanwhile, Oz is naked in a containment cell when Riley opens the door, hands him some clothes, and gets him out of there. As they make their way through the compound, the lights turn on and Forrest and Graham, with a platoon of commandos, surround them, guns pointed.
A bit later, Colonel McNamara goes to Riley's cell to tell him he'll be facing a court-martial, but if he wants to save his military career, Riley will help the Initiative take down the Slayer and her band of "anarchists."
Spike is leading Buffy, Xander, and Willow through the woods, with Buffy reminding him how much she is going to kill him if he's running a scam, when they come to an access door. In his hideout, Adam is hardwired to a computer system monitoring their progress and unlocks the door for Spike. He is also tapped into the same system as Giles and Anya who, back at Giles' apartment, are hacking into the city power grid. It's shut down, blacking out the whole town.
Buffy and the others burst into the Colonel's room while he's in bed, and he thinks they're there to free Riley. From him, they learn that Riley tried to help Oz escape. After Buffy frees Riley, they all make their way to Oz's cell, with Buffy holding the Colonel hostage. When a squad of commandos surround them, she threatens to kill the Colonel if they don't free Oz. The Colonel nods, and they free Oz. When Willow goes to help him, he warns her to stay back because he's starting to change again. He's able to stop the change and Riley helps him walk.
They all make it to the elevator that takes them up to Lowell House. They leave the Colonel inside and Riley disables the elevator. The Colonel tells Riley he's a dead man. "No, sir. I'm an anarchist," Riley says, then punches him in the face.
Later, in the ruins of Sunnydale High School, Buffy and Riley have set up a small camp to spend the night. The whole gang has split up into smaller groups to make it difficult for the Initiative to find them. Riley figures they'll want him most of all. He also admits that he was wrong about Oz, and he was being a bigot. Buffy tells him he wasn't and says, knowingly, "You found out Willow was in kind of an unconventional relationship and you had a momentary wiggins." Riley accepts that but comments how it was easier when it was just humans against monsters. Buffy decides it's time to tell him some stuff about her past, some of which he's not going to like. Riley assures her she can tell him anything, and Buffy says that she thinks so, too.
Elsewhere, Willow is with Oz in his parked van, which is looking good "considering you drove it overseas." Oz tells her he had to trade in his guitar to pay for the repairs and have it garaged when it broke down outside of Mexico. Oz laments that he shouldn't have come back thinking he had changed. Even though he was able to stop the wolf from coming out, it turns out that Willow is the one thing that can bring it out of him. Willow blames herself because she upset him. He asks her if she's happy, and she says yes. She explains that she had written him so many letters, but she had nowhere to send them, and she couldn't live like that. Oz thinks it was stupid of him to think she'd be waiting for him, but Willow says that she was waiting. "I feel like some part of me will always be waiting for you." They agree that now is not that time. He tells her he's going to leave now, and the two hold each other one last time.
Tara is sitting in the dark in her room (the power is still out), looking out the window, when Willow knocks. She has an "extra flamey" candle which she gives to Tara. Willow starts to tell her what happened, but Tara stops her, saying she should be with the person she loves. "I am," Willow says. Tara can hardly believe it, and Willow apologizes for everything she put her through, insisting that she's going to make it up to her starting right now. "Right now?" Tara asks. Willow smiles and nods.
Tara blows out the candle.
Synopsis written by Joseph B.