Written by: David H. Goodman
Directed by: Fred Keller

Starring: David Boreanaz as Angel, Charisma Carpenter as Cordelia, Amy Acker as Fred, Alexis Denisof as Wesley Wyndham-Pryce, J. August Richards as Gunn

Guest starring: Andy Hallet as Lorne, John Rubenstein as Linwood, Stephanie Romanov as Lilah, Daniel Dae Kim as Gavin, Jack Conley as Sahjhan, Laurel Holloman as Justine, Keith Szarabajka as Holtz

Original air date: January 10, 2001

After a harrowing escape from Holtz, the AI team returns to the hotel and surveys the wreckage left in the hotel lobby from Holtz's decimation of the Wolfram & Hart ob/gyn squad. A large, shadowy figure approaches the hotel doors and it's . . . Lorne looking for a place to stay after Caritas was thrashed (again). Angel is being highly protective of the baby, who scratched his cheek during the mad dash out of the alley where he was born (or not born because Darla staked herself). A demon enters the lobby and Gunn throws a knife while West shoots a crossbow, killing the demon. Wes tells everyone that "this isn't over" and that others will be after the baby.

Angel changes the baby's diaper on Wes's desk, much to Wes's dismay. Meanwhile Cordy, Fred, and Gunn have been making a list of baddies who may be out to get the baby, which includes Holtz and Wolfram & Hart. The plan is to eliminate folks on the list so that the baby is no longer in danger.

Meanwhile, across town Holtz and Sahjhan argue - Sahjhan wants Angel dead, NOW, while Holtz wants to plan Angel's eventual demise. Part of Holtz's plan includes eliminating the demon mercenaries and, instead, wants warriors who are dedicated to his cause. Holtz poisons the mercs and begins to build his warrior army, by surfing the obituaries on the 'net.

Back at AI headquarters Cordy discovers that there are 3 websites offering money for the baby and Fred begins to track down the source of the sites. Angel is having some daddy difficulties and can't get the baby to eat. Lorne walks into the lobby and announces that The Furies have set up the same kind of protection spell that guarded Caritas, with an emergency exit in the sewers. The password is the Pylean word for 'hedgehog' which makes Fred giggle. Cordy tells everyone that they'll need to use the emergency exit because, according to a baby book, the baby needs a newborn check-up and some shots.

Lorne wants to know if anyone else can hear the 'hum' that he hears and suspects it might be from fluorescent lights. Angel sends Gunn out for some serious firepower to help protect the baby then jumps down Fred's throat because she's having trouble tracking down the websites offering money for the baby. Wes tries to reassure Angel that everyone is doing the best they can, but Angel wants everyone to "do better." After all, he promised Darla that no one would put their hands on the baby.

Across town Linwood, Lilah, and Gavin watch a large display with the interior of the Hyperion lobby. Apparently the folks at Wolfram & Hart have installed some serious surveillance equipment and have watched everything that has just occurred. Linwood whines a bit about the problem in interpreting the Nyazian scrolls and the existence of the baby. He wants everything on the mystery man from the surveillance photo (who we know is Holtz) so Lilah does some digging in Files & Records.

In his rooms Angel does some serious daddy work and tries to get the baby to stop crying and sleep. Teddy bears don't work, an Irish lullaby doesn't work and even Lorne's attempt at singing some Smokey Robinson & the Miracles doesn't work. Angel can't figure out why the baby won't sleep. Lorne, however, points out that Angel is so freaked out by the possibility that something might happen to the baby that Angel's vibe is upsetting the baby. Lorne encourages Angel to "look at him." Angel does, smiles, and tries one last thing - vamping out - which calms the baby down and he stops crying.

Back at Wolfram & Hart Lilah searches through all 35 file cabinets of Angel's history to find the identity of the "mystery man" from the surveillance photo.

Meanwhile Holtz is stalking a red-headed woman as she leaves a bar. They exchange words, and some serious punches, until Holtz grabs her by the throat and tells her, "I know you're in pain. I know what it is to grieve." Holtz tells her (Justine) that he knows what she is doing - stalking and killing vamps to exact vengeance on those who killed her twin sister.

Cordy tries, again, to get Angel to share the responsibilities of watching and caring for the baby. She volunteers to watch the baby so that Angel can sleep. Cordy gets intervention-y and drags Angel out to the sunlight and tells him that, no matter what Angel does, he can't be everything for the baby because he's a vampire. And even if he weren't a vampire, Angel still couldn't do everything for the baby. Angel, a little miffed at this point, holds his hand in the sun and tells Cordy, "If he has to get to the hospital at noon on the sunniest day of the year, he'll get there. Even if I don't."

Back in the lobby Lorne saunters down the stairs and makes a comment about the only safe place in the hotel is in the janitor's closet. Lorne was, however, able to sleep because he blocked out the humming noises with some ear plugs. Gunn returns with the serious firepower and tells Angel that several groups of people are outside waiting for an opportune moment to storm the hotel. The team braces themselves for the possibility that, at night fall, they'll have to do some serious defending.

After 14 hours of work Lilah finally discovers the identity of the mystery man as well as the reason Holtz is after Angel. Lilah is quite thrilled that a man as single-minded as Holtz wants to eliminate Angel.

In a graveyard Justine is fighting with a vamp as Holtz looks on. Holtz critiques her work (she's too passionate) but recognizes her talent and hate. Holtz wants to "shape and hone" Justine into an instrument of vengeance.

The Lilliad demons use their magic to break The Furies' spell and all of the groups start fighting with each other over who gets to storm the hotel first. Angel doesn't like Wes's plan to hold their ground and retreat, if necessary, to the sewers. Angel takes the baby and bolts - out the sewers to his car where he drives off leaving the rest of the team to fend for themselves. Gunn, Cordy, Wes, and Lorne are very unhappy about this and aren't shy about telling Angel.

Linwood and Gavin watch Angel head to the sewer and send their 'retrieval team' out to capture the baby. Gavin assures Linwood that they will get the baby, dead or alive. Lilah isn't happy about this - she wants the baby alive so they can dissect and study him. This gets Lilah a nod of approval from Linwood.

The AI team defends the hotel very well - Wes finally got a flame thrower and toasts a couple demons and vamps. Angel is driving like a madman and is being chased by the Wolfram & Hart retrieval team, some more vamps, some bikers, and some demons. A merry chase ensues! Angel evades everyone and heads out to the desert. He swerves into an abandoned mine, leaps out of the car, and tries to outrun the pursuers in the mine. Angel is cornered and tells his pursuers they can have the baby and tosses the baby into the air and runs back to his car and drives off. A vamp catches the baby, removes the blanket and finds. . . a teddy bear wired to some plastic explosive with a timer counting down from 2 seconds. Ka-BOOM! and the vamps, demons, bikers and Wolfram & Hart's retrieval team are little bitty pieces buried in an abandoned mine.

Back in town a doctor escorts Fred, Wes, and Cordy (carrying the baby) into an examination room. Lilah, Linwood, and Gavin review the tape from earlier and discover that Lorne passed Angel a note earlier and tipped Angel off about the surveillance equipment and the only room in the hotel without bugs (the janitor's closet). They realize that the argument in the hotel lobby when Angel left with "the baby" was a decoy - a very well acted decoy. Angel storms the conference room where they're meeting, gives Linwood a scratch on the cheek and lectures him: whatever happens to the baby will happen to Linwood. Angel also recommends that Linwood start saving for a college fund - Angel has his heart set on Notre Dame.

Back at the hospital the doctor gives the baby a clean bill of health and asks about the baby's name. Angel walks up and announces that the baby's name is "Connor." Gunn arrives with a stroller and Angel places Connor in the stroller lovingly. The group walks off, everyone smiling.