Buffy and her big ax are exiting Adam's cave when she runs into Spike. Spike claims to Buffy that he was scoping the cave for a "weekend getaway place," and Buffy snaps at him that Adam has been using the cave. Spike is shocked, shocked I tell you, to hear such news. After Buffy tells him that she thinks Adam has cleared out of the cave to begin his big plan, Spike sidles closer and asks what became of the disks he stole for her. Buffy explains that Willow has the disks, and Spike exclaims, "Well, I'd get on that! Can't ignore valuable information just because you two birds fell out, now can you?" Buffy, realizing that Spike should have no way of knowing about the Scooby fight, looks at him speculatively and just replies, "Right." Spike walks away in a swirl of black duster, claiming it's no worry of his.

In Tara's gloomy, overcrowded dorm room, Willow is working on her laptop. Tara suggests that she rest, but Willow declines, saying that she thinks she's realized how the disks are encrypted. As she's explaining the technical details, Tara exclaims, "Hey look! You did it," and points to the computer screen, where lines of text are starting to appear. Willow is very confused because she hadn't actually begun typing in her new decryption code, and then decides that the disks were programmed to decrypt themselves at a certain point. For a second she's annoyed at having the problem solved for her, but then she realizes she's being silly and gives a "yippee!" The phone rings and Tara answers. She excitedly starts to say that Willow is right there, but then interrupts herself and says she has to check. She tells Willow that Buffy is on the phone.

In the secret secret Initiative lab, Riley is sitting in a complicated stainless steel chair, trying to get Professor Walsh to respond to him as she fills a syringe. FrankenFlamer lumbers on the scene, telling Riley that Walsh is dead and "artificially re-animated." Forrest looks ridiculous with his yellow jaw, like he's been lapping cream out of a bowl. FrankenFlamer tells Riley that Walsh is a walking corpse, and when Riley accuses him of being one too, Forrest corrects him. He claims to be "surging with life" and that "Adam made [him] to be nearly as bad as he is." FrankenForrest makes reference to "trying out" Buffy again, and I'm really hoping he means trying her out in a fighting way and not the other way that comes to mind. Riley tells Forrest that he's sorry, but Forrest insists that he's better than ever, free of his human doubts and fears. He's all excited for the day that Adam fixes Riley up with some new parts and they are again fighting for the same team, if you know what I mean, and I think you do. Riley insists he'll never let Adam make him into one of them, but Forrest tells him he has no choice. Riley tries to insist that they can't control his mind, but Walsh finally toddles over and, telling him to "be a good boy," sticks him with a syringe of something. Let's say it all together, boys and girls: Riley clenches his jaw.