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, Stephanie Romanov as Lilah, Laurel Holloman as Justine, Jack Conley as Sahjhan, Wendy Davis as Aubrey, Enrique Castillo as Connor’s doctor, Keith Szarabajka as Holtz

Original air date: Feburary 25, 2002

Written by: Mere Smith
Directed by: James A. Contner

Gunn and Fred arrive at the hotel and find that Wes has fallen asleep on his desk. As Fred starts to poke around on the desk Wes wakes up and tells her not to touch anything because it all has a specific order. Wes’s body language says more - he doesn’t want anyone looking at his work on the Nyazian scrolls. Angel comes into the office with Connor and asks everyone if they want to see Connor do something cool. Angel vamps out and tells everyone that he’s been teaching Connor to die then bites Connor’s neck. As Wes watches, horrified, blood starts pouring out of the texts he’s been resesarching. Suddenly Gunn’s voice changes as he says, “running out of time.” Finally Wes wakes up from his nightmare to see Angel carrying Connor into the office. Wes is more than a little disturbed by what’s happened.

Wes, Angel and Connor are waiting in a doctor’s office. While they are waiting Angel offers some advice to two moms who are dealing with colicky babies. Both moms are impressed and Angel’s clearly happy that the moms are impressed. Wes is out of sorts but accompanies Angel into the doctor’s office under the ruse that it would be better to have an extra set of ears. Angel’s a little worried about a noise that Connor made, but the doctor reassures him that Connor is fine and very healthy, and they should expect the results of the blood test in about a week. After everyone leaves the office one of the moms from the waiting room slips into the examination room and takes the test tube of Connor’s blood, slips it into her bag and replaces it with another test tube.

Back at the hotel Angel is using one of his weapons to open a cardboard box. It’s a jersey and some toy hockey sticks for Connor. Angel ordered them off the internet using Cordy’s credit card number that he memorized. While Gunn points out that hockey is the whitest sport known to man Angel points out that the games are indoors and usually played at night. Angel starts to daydream about all the stuff Connor will do as he grows up and Wes overhears, clearly upset. Gunn and Angel start to goof off with the hockey sticks until Angel shoots a puck through a glass door.

About this time a woman shows up looking for Angel Investigations. The AI team listens to her story about her son who snuck out of the house and went to a pier. Her son returned home around dawn but there was something wrong with his face. She didn’t let him in so, when the sun rose, her son-turned-vampire went up in flames. The woman wonders out loud if she could have done something to help him but Angel tells her, “once someone becomes a vampire there’s no turning back.” Wes asks Gunn to do some recon at the pier.

We next see the same woman at Holtz’s place. She’s giving Holtz, Justine, and the nameless followers a run-down of what she observed at AI: Wes gives out assignments, Gunn is muscle, etc. She has photos of everyone, apparently from a concealed camera. Holtz thanks her (Aubrey) for her work.

At Holtz’s place a number of vamps are chained to walls or the floor while Holtz’s followers practice their fighting techniques. Justine can’t figure out why three humans would work for a vampire. Holtz tells her that life isn’t always black-and-white or good-and-evil, but that Angelus *is* evil. A chained vamp manages to break free and Justine takes charge of the situation, pinning the vamp to the floor until one of Holtz’s nameless rabble finally stakes the vamp. Holtz is pleased with Justine’s performance and tells her so. Sahjhan phases into appearance and Justine tries to slash him with her sword unaware that Sahjhan has no physical form in this reality. Sahjhan and Holtz trade barbs: Holtz wants to take his time to defeat Angel but Sahjhan wants Angel dead now. Sahjhan tries to goad Holtz into killing Angel by calling Holtz a coward. Holtz orders Sahjhan to leave and threatens Sahjhan with an eternity of being trapped in a “raseekian urn.” Sahjhan finally gets the message and leaves.

At the Hyperion Wes is on the phone with a wizard and orders him to do something because it’s the right thing to do and Wes is paying him an obscene amount of money. Fred comes bouncing in the office and Wes is a little short with her. Fred compliments Wes on the way he handled Aubrey and suggests that Wes call her and get out of the office for awhile. Wes brusquely tells Fred that they aren’t here to date and that she should go to the pier and do her job.

At Wolfram & Hart Sahjhan drops in on Lilah. Lilah tells Sahjhan what she knows (which is basically everything) that Sahjhan wants her help to kill Angel. While Lilah says she will follow Wolfram & Hart’s plans to keep Angel alive she writes Sahjhan a note that says, “count me in.” Sahjhan asks Lilah for a sample of Connor’s blood which Lilah already has - she was behind the swap at the doctor’s office.

Meanwhile Gunn and Fred are doing some recon at the pier. Gun wants to play carnival games while they’re there and it makes Fred nervous - they should be working not ‘dating.’ About this time Gunn reveals that Wes knows about Gunn’s relationship with Fred. Fred wants to separate their work relationship from their personal one, but Gunn won’t have it.

Back at the hotel Wes tells Angel that he has to leave for the office. Angel can sense that something is wrong but Wes tells him that he just wants to make sure that everything with Connor is ok. Angel thanks Wes for all his work trying to unravel Connor’s role in the future.

Back at the pier night has fallen. Gunn and Fred watch a guy trying to break into a building and tail him. Inside the building Fred and Gunn are surrounded by four vampires. Gunn shoves Fred out of harm’s way and takes the vamps on himself. Up in a gallery Justine is videotaping the entire fight. Apparently she and Holtz are trying to learn more about the AI team. Gunn eventually kills three of the vamps and just as it looks like he’s going to be killed Fred shows up and throws Gunn a stake so he can kill one vamp (behind him) while she dusts another (in front of Gunn).

Across town Wes is following some detailed directions to find a statue. Actually it’s a plexiglass figure of a hamburger boy that you’d see outside of a drive-through window at a fast food restaurant. Wes sprinkles some powder on the statue and chants a few phrases to “open the gates of truth.” The statue triples in size and demands to know why Wes has dared to contact the Loah. Wes has some questions: he wants to know if Angel will truly kill his son. The Loah says that Angel will kill Connor but Wes really wants to know when it will happen. Wes counters that he *really* wants to know if the Nyazian Prophecy can be stopped and, according to the Loah, it can’t. The Loah tells Wes that he really wants is to die because Wes’s heart yearns for death. The Loah prophecizes, “Your pain is just beginning. Betrayal and agony lie in wait and time is running out” and that Wes is ignoring the important question. According to the Loah there will be three signs immediately prior to Connor’s death: an earthquake, fire, and blood. Wes isn’t impressed because earthquakes are a dime a dozen in southern California.

Lilah is sitting at a bar and Sahjhan joins her. Sahjhan confirms that his plan is in motion but he won’t tell Lilah why he wants Angel dead.

The next day Aubrey drops off her check with Wes. Wes is immediately suspicious because he doesn’t recall telling Aubrey that there was more than one vampire at the pier. Aubrey back-pedals and assumes that there was a nest. Aubrey asks Wes if he’d like to get a cup of coffee with her. Wes tells her that she’s good and that he liked the “lonely” part of her line. Suddenly Angel shows up behind Aubrey and makes her drop the stake she’d suddenly pulled out of her purse. Angel accuses Aubrey of being in cahoots with Holtz and gives her a message for Holtz: leave Connor alone. Aubrey runs out of the hotel and, suddenly, an earthquake shakes the hotel.

Meanwhile Holtz is reviewing the tape Justine made. Holtz is impressed with Fred’s fighting skills and delivers a sermon to his followers about Fred’s willingness to die for her cause - something he wants his followers to have. Aubrey returns to Holtz’s lair and Holtz realizes that, not only has Aubrey been found out, but she’s also been followed. Wes is standing in the doorway! Wes tries to convince Holtz that Angel is not the same man who killed Holtz’s family, and that Angel has a soul. Holtz relishes the idea of Angel having a soul because it means Angel can feel the pain that Angelus inflicted upon his victims. Holtz still intends to exact justice from Angel and Wes offers himself in Angel’s stead. Holtz tells Wes that the beast that was Angelus is still in Angel waiting to re-emerge, and that Wes is afraid that Angelus with kill the child. Holtz tries to convince Wes that he is concerned for Connor’s welfare, but Wes doesn’t believe Holtz.

Fred and Gunn are having breakfast at their diner. They talk about their relationship and how it will affect their work. Gunn’s worried that they won’t be able to manage both a work relationship and a personal relationship. Fred wonders what might happen if Wes makes them choose either working at AI or dating. Gunn tells her that he’s already experienced the demon and vampire killing, but he’s “never had a Fred before,” so he would choose her rather than the job. Fred is obviously touched.

Wes returns to the hotel in a seriously nasty funk and goes to Angel’s rooms to talk to him. Angel talks about how he knew Aubrey was a plant, that the rage she felt over losing her son was the kind of rage that Angel would feel if anything were to happen to Connor. Angel admits to being scared about the intensity of his feelings about Connor. Wes is overcome with a case of the giggles. Wes tells Angel that worrying about things that will never happen is funny. Then another earthquake hits. The stove in Angel’s suite tips over and starts a fire, a large fire between Angel, Connor, and the door. Angel grabs Connor out of his crib, leaps over the fire, and shoves Wes into the hall. Wes is dumbfounded - there was an earthquake, then fire, and now Angel is bleeding from a cut on his forehead. The blood from Angel’s cut is dripping all over the blanket Connor is wrapped in. Angel tells Wes he was worried that they would be trapped in the room but, “at least I would have had something to snack on.”

--- about the same time Gunn enters the lobby.