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: John Rubenstein as Linwood, Vincent Kartheiser as Connor (Steven), Laurel Holloman as Justine, Mark Lutz as Groo (“Groosalugg”), Andy Hallet as Lorne, Stephanie Romanov as Lilah, Daniel Dae Kim as Gavin Park, David Denman as Skip, Keith Szarabajka as Holtz

Original air date: May 20, 2002

Written by: David Greenwalt
Directed by: David Greenwalt

At the hotel Groo is carrying a tray of mockna, a soothing Pylean drink, for Angel and Cordy. While Cordy appreciates the gesture she has to choke down the drink. She and Groo talk about what they’ll do at Cordy’s apartment later and, as Groo is whispering in her ear, Cordy says, “Angel.” This does not make Groo happy. Angel’s back from seeing Holtz and he fills Cordy in on his conversation. Holtz wants what’s best for Steven which is living with Angel at the hotel. This makes Angel and Cordy very happy (they hug), but Groo sarcastically quips, “yes, this is a happy time.” Meanwhile Steven and Justine are grieving over Holtz’s body. Justine tells Steven that Holtz was planning to leave and just wanted to talk to Angelus. Steven wants to make Angelus pay and Justine wants to help.

At the Hyperion Angel and Cordy and checking out rooms for Steven. Angel wants to find the perfect room for Steven, but Cordy tells him it’s not about the room, it’s about Steven having a chance to get to know Angel. Angel starts to stress out about suddenly being the father of a teenager and gets on a rant about Steven needing a TV, clothes, allowance, chores. Angel’s worried that he’s going to mess up and Steven will hate him. Cordy’s sure, though, that Steven will love him, even though Angel is a vampire, older than everyone he knows put together and “tight with a buck” (Cordy’s words). Cordy’s sure because Angel has a good heart and Steven will eventually figure that out. Angel wants to keep looking at rooms but Lorne shows up and tells Angel that Steven can have his - Lorne’s leaving. Lorne’s heading to Vegas to sing and see and, hopefully, do some good out there. Cordy suggests that Lorne rebuild Caritas in L.A. but, as Lorne points out, every time he does the AI crew gets it blown up. Lorne feels it’s time to move on, but he admits that part of why he’s leaving is because of Connor. He tells Angel that he loved that little baby but now, he wouldn’t turn his back on him.

In the meantime Steven and Justine have brought Holtz’s body to an empty field. Justine wants to bury Holtz but Steven has other ideas. Steven swears vengeance to his dead father and asks for forgiveness. Because Holtz was ‘bitten by the beast,’ Steven decapitates Holtz’s corpse.

Wes is sitting in a bar drinking when Lilah approaches him. Wes doesn’t want to talk to her, but Lilah sits down anyway. Lilah brings up Wes’s throat (again) and waxes on about the AI team abandoning Wes. Lilah tells Wes she cares that his great big brain is going to waste. They talk a bit about the miracle that is Connor, a child of two vampires, and what that means for the future of humanity. Is Connor the next Hitler or the next savior? And, if Connor is the next Hitler, what should be done? When Wes tells Lilah to leave she asks him what it was like having his throat cut. Rather than give her a description Wes grabs Lilah by the throat and asks her if she really wants to know.

In the empty field Justine and Steven have built a funeral pyre and are cremating Holtz’s remains.

Back at the hotel Fred and Gunn come into the lobby. They want to tell Angel that they screwed up and that Steven is missing. Groo, who was sitting alone, tells them that Cordy and Angel are upstairs looking for a room for Steven. Angel and Cordy come downstairs arguing about who will tell Steven the facts of life. Gunn and Fred reluctantly tell Angel what happened: Steven overheard Fred and Gunn talking about Angel going to visit Holtz and he ran away. They checked Holtz’s place but Steven wasn’t there. Angel’s worried that Steven won’t know what’s going on, but then Steven walks in the lobby. Angel gives Steven the letter which Holtz wrote. Angel asks Steven to stay at the hotel, try it for awhile and Steven agrees.

In his room Steven re-reads the letter Holtz wrote. Angel comes in with some books and tells Steven that they can do anything he wants. Steven asks Angel to teach him how to fight. Angel thinks that he can fight well but Steven tells him that he wants to learn how to fight like Angel. A bit later we find Steven, Angel, Gunn, and Fred downstairs in the lobby doing some training. Gunn and Fred are playing parts as vampire and victim (complete with couch cushions as protection against Steven’s stakes) and Angel is giving directions for what Steven should do. Steven is catching on quick, but Angel eventually unbalances and disarms Steven. While they take a break Angel invites Cordy to go to the movies with him and Steven. Cordy wants to go but then remembers that she’s supposed to have some one-on-one time with Groo tonight. Steven, Angel, Gunn, and Fred start sparring again and this time Fred gets to be the vamp. Angel tells Steven to close his eyes and anticipate where the attack will come from. As they spar Angel keeps giving Steven encouragement.

Later Cordy goes home and finds Groo standing in the bedroom with suitcases packed. Groo tells Cordy that she doesn’t love him, that she loves Angel. Back at the hotel Lorne goes to Angel’s room while he’s getting ready to take Steven out to the movies. Angel is obviously thrilled - he’s grinning from ear to ear. Lorne just stopped by to say adios before he leaves for Vegas. He wants to give Angel a gift, so Lorne tells Angel “it’s mutual.” Cordy feels about Angel the way he feels about her. There’s a montage here of Lorne talking to Angel and Groo talking to Cordy. Groo and Lorne are saying the same thing: Angel and Cordy finish each other’s sentences, laugh at the same jokes, and when Angel is in pain Cordy’s heart breaks. Groo has known about this for some time but he has been looking for the courage to do the right thing. Cordy is incredulous and doesn’t know what to say. Groo tells her that she should tell him that he is wrong but she can’t. Groo leaves Cordy’s apartment.

Meanwhile Gunn, Fred, Angel and Steven are at a drive-in movie theater watching some action flick. Fred’s single-handedly polished off a huge tub of popcorn and, as Gunn leaves to get a free refill, a helicopter flies over the movie screen and hovers over the Angel-mobile. A bunch of guys in black rapelle out of the helicopter and attack the team. And Linwood and Gavin are watching the whole thing on a bank of monitors. Linwood’s pissed that Angel tortured him (see AtS episode 3.17, “Forgiving.”) and it’s payback time. Or so Linwood thinks. After Steven, Angel, and Gunn knock out the commando guys Angel sees a large van parked right in front of his car. Before the van can move Angel rips open the doors and hauls Linwood out. Linwood tells Angel that Angel won’t kill him - not in front of Steven. That would be a bad example, but Gunn thinks it’s a good idea. Angel starts to have second thoughts when Steven intervenes and tells Linwood to “stay away from my father.” Linwood tells Steven that he (ok, Wolfram & Hart) can help him. Steven tells Linwood, “My name is Connor.” Everyone can hear sirens in the distance so everyone books.

Back at her apartment, Cordy is trying to sort out her feelings for Angel. She actually starts having a conversation with herself - literally. She’s talking to a projection of herself, maybe from her demonness? She finally figures out that she does love Angel so she calls the hotel. Angel comes into the lobby, whistling, and answers the phone. It’s Cordy and she arranges to meet Angel at Point Dume (ominous sounding name, isn’t it?). When he hangs up the phone Angel tells Connor, no Steven, no Connor that he has to go out for awhile. Connor tells Angel that Cordy likes Angel and Angel starts humming. Fred tells Gunn that Angel is very happy so she pokes Angel a couple times to make sure that Angel isn’t perfectly happy. She doesn’t want Angel to become Angelus.

In the meantime Wes and Lilah are having sex at Wes’s apartment. Ugh! Wes immediately tells Lilah to get out. As she’s dressing Lilah tells Wes that she’s starting to like him and that Wes shouldn’t be thinking of her when she’s gone. Wes tells Lilah he wasn’t thinking about her when she was there. Ouch. Lilah doesn’t like that so she tells Wes that he’s losing his soul and then leaves.

Angel has arrived at Point Dume and is waiting for Cordy. She’s stuck in traffic and driving like a maniac. Angel tries to call Cordy on his cell phone but drops the phone over the cliff down to the beach. As Cordy’s driving she starts to get all glowy and she doesn’t want a vision now, thank you. Somehow all the traffic on the road stops. The cars and drivers are frozen - no one is moving. Back at Point Dume Connor walks up to Angel. Angel asks Connor why he’s there and Connor tells him that they’re family and Connor wants to show Angel how he feels. Connor takes a run at Angel, tackles him, and the two go tumbling down the cliff to the beach below. Connor starts to beat the crap out of Angel, repeating what Angel told Connor during his fighting lessons.

Meanwhile Cordy is startled when Skip, her demon guide, shows up. Cordy asks Skip what’s going on and Skip tells her that she already knows. Cordy thinks she’s dying but Skip explains that she’s ready to become a higher being. The Powers That Be gave Cordy a lot of power when they demoned her up, but the power didn’t corrupt her which impressed the PTB. Cordy finally realizes that she is a higher being and that she’s outgrown her humanness. She’s afraid of moving on and wants time to adjust to her new role, but realizes that she doesn’t have time.

At Point Dume Angel is trying to get Connor to listen to reason but Connor simply tazers Angel until Angel is unconscious. Connor uses a flashlight to signal a boat off shore. It’s Justine.

Back on the freeway Skip is trying to convince Cordy that it’s time for her to transcend but Cordy doesn’t want to leave without telling Angel that she loves him. Cordy doesn’t think it’s fair that the PTB are calling on her now and that they can’t wait. Cordy almost refuses to become a higher power until she realizes that this, choosing between Angel and becoming a higher being, is her last test.

In the meantime Justine and Connor have been busy restraining Angel in a large steel coffin. Angel wakes up and asks Connor why he’s doing this. Connor tells Angel that Angel killed his father. Angel denies it but Connor doesn’t believe him. Justine, who knows the truth, tells Connor that Angel is lying. Angel figures out that Connor wouldn’t let the commando guys kill him at the drive in because Connor wanted to exact revenge himself. Connor thinks that killing is too good for Angel and has something a bit more sinister in mind.

Skip finally tells Cordelia that it’s time. Cordy’s angry that she’ll be leaving Angel hanging but knows in her heart that becoming a higher being is the right thing to do. She asks Skip what she has to do and Skip tells her, “just say yes.” Cordy says yes and starts to glow and float upwards.

On the boat Angel is still trying to reason with Connor. Just before Connor closes the steel coffin, Angel tells Connor that he loves him and that some day Connor will know the truth of what happened. When that day comes Connor will hate himself. Justine and Connor put the lid on the steel coffin with a reinforced glass window so that angel can see out. Justine seals the coffin with a blow torch. When Justine’s finished she and Connor push the coffin off the boat into the sea. Connor watches the coffin slowly sink beneath the sea.

At the Hyperion Gunn and Fred are getting ready to go out for a midnight snack. Fred asks Gunn if Connor didn’t want to go but Gunn tells her that Connor’s not in his room. Fred’s a little worried about where Connor could be and suggests they contact Cordelia or Angel. Gunn’s been trying but neither of them are answering their cell phones. With Lorne gone, Fred and Gunn are the only ones left at the hotel.

As Angel slowly sinks to the ocean floor, Cordy is rising toward a point of light high above her. As Cordy reaches the point of light in the sky and becomes a higher being, Angel’s steel coffin hits the ocean floor.