Joyce Summers is fed into the CAT scan machinery, while her daughter and pseudo-daughter wait nervously outside. To pass time, Dawn wonders how a piece of medical hardware got named after a cat. Buffy almost snaps at her, but stops herself and tries to comfort Dawn instead. At the Magic Box, Giles and Tara are admiring his new phone book advertisement, when Willow, Xander and Anya arrive. Xander is loudly complaining about Riley blowing up the nest of vampires that they had planned to attack as a team. Giles agrees it seems reckless, but it did save the others from combat. Anya agrees and congratulates herself on losing her desire for carnage, since she became human. Giles suggests that they continue to research the mysterious, powerful woman that Buffy ran up against when she found out the truth about Dawn. Willow wonders where she could be hiding and Xander speculates that villains usually go for bare, abandoned locations. In a lavishly decorated room, the monster known as Glory is being worshipped by a short troll-like creature, called Dreg. Dreg is fawning over her, obviously terrified, as he presents her with a scroll containing an ancient spell. With a few additional items she can cast the spell. Glory assures him that she will get what she needs, as she rips out the advertisement for the Magic Box. Riley approaches Buffy's front door, only to find it slightly open. He finds a blanket inside the door and hears noises upstairs. He finds Spike in Buffy's room, breathing in the aroma from one of her sweaters. Spike covers by claiming it's a predator-thing - getting the scent. Riley hustles him out, but not before Spike grabs a pink dainty from an open dresser drawer. At the front door Spike tells Riley that he spent the night having a heart-to-heart with Buffy. When Riley doesn't believe him, Spike asks why Buffy has never used a spell to revoke Spike's invitation to enter her home as she has sometimes done in the past. Riley opines that Spike is not a threat and Spike suggests that Riley is not threat enough to keep the Slayer interested in him. Enraged, Riley drags Spike onto the porch into the sunlight, without his blanket, and, as Spike sizzles, Riley insists that only he can give Buffy what she needs. Spike wonders why Riley isn't at the hospital then and curious Riley pulls Spike back into the house, to find out more. Spike tells Riley that Buffy's mother is very sick, that they are doing tests today, that that is where the family is and it's strange that Spike knows, but Buffy didn't tell Riley. Riley throws Spike out of the house and stops to think about this development. Riley finds Buffy at the hospital. She is glad to see him and tells him that she didn't want to say anything, because they don't know what's going on. She asks him to sit with Dawn while she checks on her mother, and Riley looks somewhat depressed at being sent away again. Joyce is with the doctor and after he leaves, she tells Buffy that there is a shadow on the pictures of her brain, which the doctors want to explore through an operation. The gang at the magic shop is frustrated at the lack of information about their new foe. Tara speculates that perhaps the monster isn't a run-of-the-mill threat, but something so old and deadly that no one has recorded the details of her existence. Willow remembers that the glowing sphere that Buffy found near the woman's old hiding place, the Dagon's Sphere, was designed to repel "that which cannot be named". They wonder if the menace is older than spoken language. As Giles wonders how they can track a creature without some clues, he turns and come face-to-face with Glory. Only Buffy knows what she looks like, so Giles blithely sells her the necessary items to complete her spell and thanks her for her business, before telling the others that a being as powerful as her won't hide for long. At the hospital, Riley tries to comfort Buffy, when the doctor comes in to talk to her. He tells her that Joyce has a brain tumor, as he goes on about the medical implications, Buffy's eyes glaze over. She returns to herself when the doctor starts talking about the prognosis. He tells her that the symptoms, such as mood-swings, loss of motor control and others may show up quickly. They don't yet know if an operation can help her. He tries to encourage Buffy with a discussion of modern treatment methods, but she doesn't find it encouraging that only one out of three patients have a positive outcome. The doctor is called away by Ben, an intern whom Buffy met when her mother first came to the hospital. He admits to faking the interruption to give Buffy a chance to deal with her shock. He suggests that Buffy take a break from the hospital and pull herself together. After he leaves, Buffy tells Riley that she wants to use magic to help her mother. Buffy assigns Riley to take Dawn to school and tell her nothing about their mother's condition. She goes in search of Giles, leaving Riley alone again. Back at the magic shop, Anya is going through the receipts when she discovers that Giles sold a Khul's amulet AND a Sobekian Blood Stone to the same customer. She marvels at Giles ignorance, because he doesn't seem to realize how dangerous the two are together. Giles tries to dismiss the danger since the spells that used those items are long lost and surely the young woman he sold them to, doesn't have incredible power required to use them. Suddenly, they all realize who the young woman was, everyone but Xander that is. Riley has taken Dawn to the park and she tells Riley of her false memories of her 10th birthday party at the park with just Buffy and her mother. Riley tries to cheer her up. In gratitude, Dawn tells him that Buffy is glad to have him around and besides Riley doesn't get Buffy as nervous and scared as Angel did. Riley seems to take that as bad news. Buffy is asking her friends for mystical help for her mother. Giles tries to tell her that sometimes meddling can make illnesses worse, especially conditions as delicate as brain tumors. Anya lets slip that they have already made one big mistake today and the others must confess that Giles sold their enemy some big, bad mojo. Khul was a high priest of the Sobekites, who were reptile worshipers. Based on the clues, they think that Glory intends to create a Cobra monster. Buffy rushes off to try and find Glory, despite the others' warnings that she may not be prepared to face such a powerful foe. At the Sunnydale Zoo, Glory and Dreg break a cobra out of its glass cage and begin to perform the spell in the reptile house. Buffy attacks without warning and manages to get in a few shots, before Glory begins to throw her around the room. Dreg continues the spell and when Glory smashes Buffy through a glass cage, she returns to completing the spell. The cobra becomes a large, human-snake creature that stands upright about six feet tall, but ends in a long thick tail that coils on the floor. Buffy recovers and quietly retreats as Glory instructs her monster to search the shadows and find The Key, which the creature's unnatural sight will recognize and then return to tell Glory where to find it. Riley arrives at the magic shop to be told that Buffy is off in search of Glory. Riley is upset at Buffy's rushing into danger and Xander sarcastically compares it to rushing into a nest of vampires alone. Xander suggests that Buffy needs a tangible something that she can fight when she's upset, but he doesn't know what Riley is looking for. Before Riley leaves he starts to tell Xander where he can be found if Buffy needs him, but decides that that probably won't happen. At a church the Cobra creature searches for The Key. Buffy calls Giles from the hospital where she is stealing cold packs to help her bruising. She tells him about the Cobra monster, but she doesn't know its purpose. She asks Giles to protect Dawn from harm and the truth about their mother's condition. Then she settles into a hospital chair to wait for her mother to wake. Meanwhile, Riley sits in Willy's Place drinking alone, until Sandy, a pretty, young vampire that he rebuffed before joins him. At the hospital, Buffy sits by her mother's side as the doctor breaks the news. At first Joyce takes it hard, but she puts on a brave face for Buffy's benefit. In a quiet spot, Sandy snuggles close to Riley. He doesn't resist as she changes into her vampire face; in fact, he offers his neck to her. After a few moments allowing her to drink, Riley stakes her into dust. At the park, the Cobra seems to pick up Dawn's scent. Buffy returns to the Magic Box and hugs Dawn. As Dawn gathers her things to go, the others talk. Sudden the Cobra busts through the shop window and knocks a heavy shelf over onto Buffy. It approaches Dawn, who stands screaming, and then it rushes out of the shop. Buffy realizes that the Cobra recognized that Dawn is The Key and is going to tell Glory. Buffy runs after the creature as it slithers quickly down Main Street. Giles in his red BMW convertible catches up to Buffy in an alleyway and they pursue the monster. Glory is having a temper-tantrum waiting for her Cobra to return with the location of The Key, while worried that time is running out on her mission. When the Cobra takes off across an open field, Giles drops off Buffy to continue the chase. She grabs a length of chain from a broken barrier and leaping from a rock, catches the Cobra around the throat. She rides the creature like a bucking bronco until she finally manages to choke it. She relaxes her grip, but the snake rises up and throws her off its back. In a rage, Buffy jumps onto the reptile and begins beating it with a series of right crosses that continue long after the monster lies still. Within sight of Glory's fancy hideout, Buffy continues to pound the dead beast, as Glory looks out in vain for some sign of her Cobra. Back at the hospital, Joyce prepares for the task of breaking the news to Dawn. As Buffy and Riley talk in the hall, he tries again to take her into his arms and comfort her. Buffy protests that if she lets herself cry, she won't be able to stop and with a word from her mother she goes inside to join her family, again leaving Riley standing outside alone.