The Summers women are enjoying a quiet moment cuddled together around the Mommy, in her sick bed, as they critique the hospital food. Her doctor arrives to let them know that Joyce's brain surgery is scheduled in two days. After he leaves, Joyce is depressed at the idea of waiting so long for the operation, but her girls jump to the task of cheering her up. When Joyce suggests that Buffy, at least, should take a break from bedside duty to go Slayer patrolling, Buffy tells her that Riley and the gang are filling in for the Slayer. Giles, Willow and Xander are fighting desperately for their lives against two women vampires. Willow is knocked down before she can finish off one of the demonic duo, but she rises to stake the vampire threatening Giles. They are all exhausted and Giles must catch his breath before he can join Willow in attacking the remaining vampire, which is about to kill Xander. Giles almost stakes Xander, but Willow manages to stab the vampire. Celebrating her double victory, a weak-kneed Willow is carried away by her friends, as they wonder why Riley wasn't there to help. In a flophouse, reminiscent of a crack house, Riley lays on an old bare mattress as a vampress, whom he has hired, sucks blood from his arm. Willow arrives at the hospital with Christmas gifts for everyone, and despite a bad headache Joyce encourages her to hand them out. As Buffy and Willow talk about schoolwork, Joyce suddenly interrupts with a weird statement. Everyone looks worried, but she seems unaware that she said anything. Leaving her to rest, Buffy explains to Dawn that the weird things their mother might say are a symptom of her brain tumor. On their way out, an obviously mentally disturbed patient points at Dawn and babbles that there is no picture or data where Dawn is; that there's no one in there. The man is the night watchman that was held prisoner by Glory several days ago. Some people lead the man away. The intern Ben approaches to find out what the patient said to them and tells them that there are so many people in town breaking down mentally that all the hospital can do is send them home for their families to take care of them. That night Willow and Tara lie out in a sleeping bag on a rooftop. Willow's a little depressed from her hospital visit and begins to point out traditional constellations. Tara shares with Willow some of the ones that she made up herself as a child. As they watch, a bright meteor flashes across the sky and lands in some nearby woods. At the landing site, we seem to be looking through someone or something's eyes as it crawls from the wreckage and hides in a tree, when the night watchman from the hospital wanders near. As the incoherent man passes under the tree's branches, a short dark creature leaps onto his back. As the EMTs rush a stretcher-bound patient into the Emergency Room entrance, the creature crawls along the ceiling unseen. It has short arms; no legs; an insect-like shell on its back; red eyes and a mouth overflowing with big pointed teeth. Buffy's mother becomes impatient with the nurse call button and speculates that like the crosswalk buttons at the street intersections, this button is not hooked up to anything. Buffy tries to reassure her, but seems surprised at the idea that the crosswalk buttons don't work. Joyce's doctor, Dr. Kriegel, arrives and they tell him that they have made the decision that they want to take Joyce home until her operation. Although Kriegel resists the idea, he gives in and warns Buffy that it will be very difficult for her to give constant care to her mother. Buffy assures him that at home Joyce will be safe and well cared for. Outside the room, Dawn sits in a chair waiting as the meteor creature scurries along the ceiling, still unseen. The whole gang, Giles, Willow, Xander, Anya, Tara and Riley are walking through a field, searching for the meteor. Riley thanks the gang for calling him and Xander testily reminds him that the last time they went on patrol they were almost killed because he wasn't there to help. They find a deep, smoking furrow in the ground and an object that seems hollow and broken open: none of them think that that is a good thing. They spread out to see if they can find a clue as to what was inside the meteor. Willow soon finds the dead night watchman and recognizes him from the hospital. Riley can find no marks on the body, but pulls some thick goo from the corpse's mouth. They are almost overcome by the sickening smell that follows. They want to call Buffy, but feel that they cannot bother her now. At the thought of searching the dark woods for the killer, everyone decides that researching the phenomenon is a better idea - everyone except Riley. He protests that he isn't good at research and would prefer to investigate the crime scene further, but he assures them that he has no intention of tackling any unknown monsters. As they leave, Willow tells Giles that she's tired of being the one who finds the bodies. After they leave Riley makes a cell phone call and tells the person at the other end to contact Agent Graham Miller, Riley's friend from the Initiative. In the hospital mental ward, several patients are restrained in bed. One seems particularly upset as the nurse tucks him in, turns off the light and leaves the room. In the dark, the man hears noises as the meteor monster crawls across the floor. The creature leaps onto the man's chest and spits clear slime over his face, as the nurse at the desk ignores his cries for help. Buffy is getting the medications and instructions for caring for her mother from Dr. Kriegel, as the alien watches. Joyce begins again to say outlandish things, but the doctor manages to get her attention back to the present and the family leaves together. When they arrive home, Joyce reacts painfully to the lighting, so Buffy and Dawn dutifully go through the house, turning off all the lights. A s Riley waits by the crash site, a black helicopter swoops in carrying a four-man team in black camouflage lead by a Major Ellis. Graham kids Riley because he usually calls Buffy for help. Riley explains to the Major that the goo in the victim's mouth is a protein alkaloid that seems to have choked the man to death. When Ellis asks Riley if he has ever come across this method in an inhuman, Riley points out the meteor/capsule and tells him that this has nothing to do with anything from Earth. Ellis suggests tracing the protein signature, but Riley thinks that the goo breaks down too fast and instead they should look for an extraterrestrial radiation track. Ellis agrees. Buffy and Dawn sit watching television in the dark as the creature crawls along the ceiling. When they hear a noise they find Joyce in the kitchen. She has the idea of cooking breakfast, but she quickly realizes that she isn't herself and let's them take her back to bed. Buffy administers a sleeping pill and, with Dawn, tucks her mother into bed. Suddenly Joyce looks at Dawn oddly and pulls away from her. She tells Dawn that she is nothing but a shadow, a thing that doesn't belong here. As Dawn runs away, Joyce is instantly a concerned mother again, calling after her. Buffy reassures her mother and leaves her to rest. Buffy tries to reassure Dawn that Joyce is just sick, but Dawn begins to wonder about the other times that disturbed people have told her that she doesn't really exist. Buffy and Giles are the only ones that know that Dawn is really The Key, a magical artifact that the evil Glory is desperately searching for. An order of monks magically transformed The Key into Dawn, created false memories of her past and sent her to Buffy for safekeeping, before Glory killed them all. But Buffy also knows that although she was artificially created, Dawn is now a real human girl that totally believes she is Buffy's little sister and Joyce's child. Buffy sticks with the mental illness story and tries to convince her "adopted" sister to ignore their ramblings. At the college's Astronomy section of the library, Xander ponders the relative size of the planets Saturn and Mercury compared to automobiles of the same name. Irritated, Giles calls him back to work. They don't find any evidence of a recent invasion of meteorites, but historical records indicate that in times of increased mental illness, ancient people prayed to the heavens to send them a cure. A being, called a Queller, was summoned to quell the tide of madness, even at the cost of the madmen's lives. Comparing outbreaks of mental illness with reports of strange meteorite activity seems to be a match and the team figures that Glory had a hand in bringing this Queller to Earth. Willow still wants to call Buffy, but she settles for calling Riley. Riley is at the hospital and she tells him what they have discovered. He doesn't tell Willow that an Army team is with him, but he does tell her that the people in the hospital mental ward have all been killed. Willow worries about Joyce, but Riley assures Willow that she is safe at home. He thinks the Queller is still in the hospital, hiding in the ductwork. He asks Willow to call if they figure out the best way to kill it. She offers to send over the gang, but Riley hangs up on her. Dawn covers her ears and Buffy turns up the radio in the kitchen as they both try to block out Joyce's mad ranting to herself. While trying to do dishes, Buffy fights desperately to keep from breaking down in tears. Joyce is actually ranting at the Queller, which is perched on the ceiling over her bed. Graham tracks the creature to the parking lot, where the trail disappears. When Riley realizes that the monster probably followed a mental patient out of the hospital, he suddenly knows where to look for the killer. The Queller drops onto Joyce and spits slime onto her face. Her agitated cries finally bring Dawn to check on her. When Dawn sees the creature on top of her mother, she bravely grabs a wooden coat rack and knocks the alien away. As Joyce slides the hardening goo off her face, the Queller begins to chase Dawn. It scurries on the floor after her, as she reaches a room and slams the door shut. In the kitchen, Buffy cannot hear Dawn's scream. Dawn manages to reach Joyce's room and starts to close all the doors, as Joyce wipes the remaining slime from her face. Before closing the last door, Dawn screams down the hall for Buffy and this time she hears. Racing up the stairs, Buffy reaches Joyce's room and Dawn warns her about the creature. Buffy tells her to keep the doors shut. As soon as she shuts the door, Buffy is jumped by the Queller, which knocks her down the stairs and scurries away. Inside Joyce's room, she tries in her own mad, frantic way to comfort a terrified Dawn. Buffy moves cautiously through the first floor of the house. She retrieves a long, menacing carving knife from the kitchen. She is startled when Spike emerges from her basement. She wants to know why he is skulking around her house and he claims to be stealing junk for his crypt from her basement, but she notices photographs of her in his hand. Before she can get more answers from him, the Queller attacks Spike. Spike is freaked out by the short, vicious creature. Shortly, after Spike's thrashing around knocks the knife from Buffy's hand, the Queller turns on her. The creature makes shrill bird-like screeches as it knocks her down. She manages to get free and Spike throws her the knife, before the monster again jumps her. She stabs the Quellor's thick back several times before the beast is killed. As Spike helps her to her feet, the home is suddenly invaded by Riley and the Army squad. Buffy rushes upstairs to comfort her family and hold them close. Ben leaves the hospital and gets into his car. In the back seat sits Dreg, the short, troll-like demon that helped Glory raise her Cobra monster. Dreg is subservient when he addresses Ben. Ben orders him out of the car and in answer to Dreg's question as to why Ben summoned the Queller, Ben tells him that he is cleaning up Glory's mess, as usual. Joyce is being prepped for surgery. When the nurse leaves the room, Joyce hesitantly asks Buffy about Dawn. With her illness, she can't be absolutely sure, but she has come to believe that Dawn is not her daughter. Buffy admits that is true. Joyce somehow realizes that Dawn is important to the entire world and that in some way she belongs with the Summers. Joyce still feels an emotional attachment to Dawn and makes Buffy promise her that no matter what may happen that Buffy will love and protect Dawn as if she really were a member of their family. Of course, Buffy quickly agrees. As they hug, Joyce wonders what she would do without Buffy and the frightened look on Buffy's face makes clear that she is wondering what she would do without her mother. Buffy and Dawn lean on each other, with their friends in the background, as Joyce is wheeled down the hall to the operating room.