Starring: David Boreanaz as Angel, James Marsters as Spike, J. August Richards as Gunn, Amy Acker as Fred, Andy Hallet as Lorne, Alexis Denisof as Wesley Wyndham-Pryce

Guest starring: Mercedes McNab as Harmony, Jonathan M. Woodward as Knox, Jenny Mollen as Nina, Marc Vann as Dr. Sparrow, David Fury as Peter Frampkin

Original air date: February 18, 2004

Story by: Joss Whedon & Ben Edlund
Teleplay by: Ben Edlund
Directed by: Ben Edlund

(“*Angel” is puppet Angel)

A young boy is sitting on a couch with a thermometer in his mouth watching a children’s show on TV. It’s “Smile Time” and four puppets are singing. Suddenly one of the puppets comes to the TV and talks to Tommy, the little boy. The puppet tells Tommy to come over to the TV and touch it. Tommy is reluctant but the puppet convinces Tommy to touch the TV. Tommy walks over to the TV and touches the screen. Some purplish energy surrounds Tommy’s hands as the puppet gasps and tells Tommy he’s a good boy. Tommy’s face begins to look purplish and has lots of shadows. Tommy’s eyes roll up into his skull and he collapses on the floor next to the TV. As Tommy’s mother comes into the room the puppet goes back to the show and sings. Tommy’s mother finds Tommy lying on the floor, unmoving, with a grimace-like smile.

In the Wolfram & Hart Practical Science lab Knox brings Fred a medical file which was just delivered. Fred starts thumbing through the file that has the medical records of eleven children who collapsed over the last three weeks and Fred suspects that the cause is mystical. As Fred works through the file she finds a Valentine’s Day card, from Knox. Fred thanks Knox for the card but reminds Knox that the two of them had talked about their relationship and Knox wants to talk some more. Fred, on the other hand, doesn’t. She simply tells Knox that he has work to do.

In the Wolfram & Hart lobby Nina is exiting an elevator and she runs into Angel (see AtS 5.3, “Unleashed”). The full moon cycle starts that evening so Nina will be spending three nights in a locked room while she’s transformed into a werewolf. Nina and Angel talk about Nina’s inability to tell her sister that Nina is a werewolf. As Nina and Angel pass by Harmony’s desk Harmony tells them that Nina’s room is ready, and Angel takes Nina to her room. Gunn walks up to Harmony’s desk and asks her for a receipt for some court papers which were supposed to have been filed earlier. Harmony gives Gunn a message from the court clerk: Gunn filed the wrong paperwork. Gunn is really confused about the screw up, so when Harmony asks him if the wrong papers was a tricky lawyer move Gunn agrees. As Gunn leaves Harmony’s desk he is clearly disturbed by the snafu.

Angel and Nina arrive at Nina’s ‘room,’ which is really a large cage with a locked door. Angel observes that Nina seems to be settling into a routine and Nina agrees. She even tells Angel that she likes coming to Wolfram & Hart. Nina doesn’t like being a werewolf but thinks that there’s always something interesting going on at Wolfram & Hart. Then Nina drops a bomb - she tells Angel that she looks forward to seeing him every month. Angel is a little disturbed by the news and doesn’t say anything right away. Nina takes the opportunity to take a few steps closer to Angel but, before Nina gets too close, Angel shuts the cage claiming that it’s an “insurance thing.” Nina makes one last-ditch effort to connect with Angel before she wolfs out and asks Angel if he would have breakfast with her tomorrow morning. Angel just tells her he’ll be drinking blood and tells Nina that he’ll see her tomorrow.

Later Angel is in Wes’s office talking with Wes about what happened with Nina. Angel thinks that his platonic relationship with Nina was just fine, but Nina changed all that when she asked Angel to breakfast. Angel also tells Wes that he thinks Nina wanted more than ‘just’ breakfast. Wes decides to let Angel in on a few simple truths - Nina has been sending out signals to Angel ever since she became a werewolf four months ago. Apparently all the women in the office talk about Nina’s signals to Angel. Wes quotes Harmony’s observation that Nina dresses like it’s her first date to spend three nights in a jail cell, and that seems to sink into Angel. Angel realizes that Nina has been sending out signals all along and this realization freaks Angel out. Angel doesn’t think he has the time or the right to have a relationship, especially if he might turn back into Angelus. Wes clearly thinks Angel is nuts and gives him a lecture about “perfect happiness” and how unlikely it is that Angel will experience it again. Wes accuses Angel of hiding behind his gypsy curse instead of pursuing Nina. Angel thinks that he’s the wrong guy because he has a thirst for blood and “200 years of psychic baggage” so Wes shouts, “get over it!” Wes starts projecting his own feelings about Fred and tells Angel that if he finds someone to whom he is attracted and who is attracted to him, Angel has to do something about it. Angel’s pretty sharp because Angel asks Wes who he is talking about. Before Wes can answer, however, Fred comes into the office and says she may have a case. Both Angel and Wes are very relieved that they have something to focus their attention on. As Angel looks through the childrens’ medical files Fred gives a brief run-down of the situation. Angel realizes that the thread common to all of the children is that they collapsed in front of the TV between 7:00 and 7:30 a.m. Angel leaves to follow up on the TV angle. Wes tells Fred that Angel’s a little “jumpy” because Angel is now aware of Nina’s feelings towards him. Fred tells Wes that her car is in the shop and she starts to ask Wes for a ride home but, before she can finish, Wes picks up the phone and asks a driver to take Fred home after work. Looks like Wes is missing some signals, too.

Angel and Lorne are in Angel’s office. Angel is trying to discuss the case but Lorne is talking about Nina’s feelings for Angel. Angel finally gets Lorne back on track and Lorne realizes that a program called “Smile Time” might be responsible for the children collapsing.

Across town Angel visits the “Smile Time” studios. A janitor walks by Angel apparently without seeing him. Angel walks into the offices and starts to get a weird vibe. Angel shakes it off undeterred. Angel walks across an office to a wall and moves a filing cabinet exposing a very large hole in the wall behind which is a tunnel. Angel walks down the tunnel to a padlocked door with a sign on it that simply reads: “DON’T”. Angel breaks the padlock, opens the door, and walks into the room. There Angel finds a man sitting down with a towel on his head. The man tells Angel that he shouldn’t be in the room when, above the man’s head, a large, metallic looking egg-shaped orb begins to open and emit a bright blue light. The light slams into Angel knocking him across the room and into a wall of cardboard boxes. When Angel recovers from the shock he finds. . . he’s a puppet!

The next day Fred is working in her lab when she gets a call from Angel. Fred thinks she and Knox may have tracked down a biological cause to their mini-epidemic. Fred keeps rambling on and on so Angel has to shout “Fred!” to get a word in edge wise. Angel tells Fred that the cause *is* mystical. Fred, Gunn and Wes arrive at Angel’s office wanting to know what the problem is. *Angel turns his office chair around to reveal his new, felty self. Fred thinks that *Angel is adorable which prompts *Angel to fire her. By this time Lorne arrives and *Angel tells everyone what happened last night and how he was transformed into a puppet. Gunn and Fred are having a losing battle trying to keep straight faces while Wes talks about what might be going on over at the TV studios. When Lorne suggests that *Angel has ‘puppet cancer’ Angel flies off the handle. *Angel reminds them that they have a responsibility to help the childre--oh, look! It’s “Smile Time!” *Angel gives up on his inspirational speech and tries to use a remote control with his puppet hands and *Angel loses his temper. After Lorne turns on the TV Fred calls her lab and has someone record the program for later analysis. As the “Smile Time” puppets sing about self esteem *Angel gets angrier, and angrier, and finally snaps. *Angel wants to storm the studio but Lorne talks him out of it. *Angel tells Lorne and Gunn to put some pressure on Peter Frampkin, the guy who runs “Smile Time,” while Fred and Wes try to learn more about the kids. *Angel asks everyone to keep his “condition” under wraps for the time being.

After everyone leaves *Angel’s office Nina stops by for a chat. *Angel flies across the room and hides underneath his desk - he clearly doesn’t want Nina to see puppet Angel. Nina’s really confused. Nina doesn’t know why Angel is hiding from her and thinks it might have something to do with the signals she was sending out the night before. *Angel not-so-politely tells Nina to leave his office and she does. As *Angel is emerging from underneath his desk Spike walks in asking for a new car. Spike is laughing nearly hysterically at *Angel’s condition but *Angel is not amused. *Angel attacks Spike knocking both of them through the door to Angel’s office and into the lobby. *Angel and Spike roll around on the floor fighting with Spike giggling the whole time. Of course, this only makes *Angel angrier. When Spike calls *Angel a “wee little puppet man” *Angel goes nuclear and attacks Spike, biting Spike’s arm. Spike tries to shake *Angel off and the two of them wind up in the elevator. The elevator doors close and all of the employees in the lobby can hear *Angel and Spike fighting and *Angel calling Spike a “stupid limey piece of crap.” When the elevator doors open Spike is sitting on the floor of the elevator nursing a bloodied lip and *Angel walks out, toward his office, and tells everyone that they still have jobs to do. *Angel tells Harmony to get his call list and to give Spike a car.

Across town Lorne and Gunn meet with Peter Frampkin, the creator of “Smile Time.” Gunn and Lorne explain why they are there, but Frampkin already knows that Gunn and Lorne are from Wolfram & Hart. When Gunn tries to spout some legalese about why “Smile Time” is going to be shut down Gunn’s brain upgrade fails and Gunn gets angry. Frampkin isn’t about to be bullied and tells Lorne and Gunn that he will fight any attempt by Wolfram & Hart to shut the show down. Frampkin even goes so far as to threaten Gunn and Lorne with public opinion: who will the public side with? A show that brings smiles to children’s faces or a law firm that helps people evade taxes and avoid jail time? Lorne and Gunn are finally fed up and leave.

As the door shuts a boy puppet standing next to Frampkin removes his hand from a hole in Frampkin’s back and Frampkin slumps down on the table. The puppet (“Polo”) picks up the phone and demands that everyone get into the office - now. Polo asks Rufus (the dog), Ratio Hornblower (big purple thing with a horn) and Sally (girl puppet) which one of them turned Angel into a puppet. Rufus figures that Angel was the person who broke into the studio and messed around with the “DON’T” room and the nest egg inside. If a couple of the studio staff are unzombified maybe they would have tighter security. But, according to Polo, the nest egg is ready. There’s enough power in the nest egg to keep up their cloaking spells and suck the life force from all the children watching “Smile Time” during tomorrow’s show. After that, the puppets skip town to make sure that *Angel doesn’t come along and ruin their sweet gig. They sell the childrens’ pure, innocent life force in hell, make a ton of cash, and build their own Hades. Frampkin, still slumped on the table and clinging to life, begs Polo to let him die. Polo is annoyed with Frampkin so Polo shoves his hand in the hole in Frampkin’s back causing Frampkin immense pain. The other puppets laugh gleefully.

Across town at Wolfram & Hart Nina is nearly ready to undergo her transformation when *Angel stops by to apologize for his behavior earlier. *Angel is hiding so that Nina can’t see him. While Nina rambles on about being a charity case and Angel putting up with her crush *Angel comes to a decision and steps into the doorway exposing his puppety self to Nina. Nina’s. . . surprised. She wasn’t prepared for tall, dark and brooding to suddenly be short, brooding and felty. *Angel apologizes again and explains that he is embarrassed by his condition. Nina agrees that the situation is a little insane, but Angel’s a hero and kinda sexy, so his condition really doesn’t matter to her. *Angel tells Nina that somewhere along his path of redemption he’s spent so much time worrying about the future and regretting the past that Angel forgot about “now.” But *Angel admits he’s working on paying attention to the world that is around him. Of course at that moment wereNina grabs *Angel and starts to shred him into foam rubber.

A short while later Lorne is in the lobby waiting for an elevator when a shredded, mangled *Angel appears in the hallway. As Lorne rushes over to help *Angel, *Angel explains that wereNina tried to eat him. Lorne desperately shouts for a doctor or a Gepetto to help *Angel put himself back together.

In the meantime the sinister Dr. Sparrow is installing x-ray vision in a client when Gunn stops by. (See AtS 5.1, “Conviction.”) Gunn wants Dr. Sparrow to fix his failing implant but Sparrow tells Gunn there is no way Gunn can afford it. According to Dr. Sparrow, if the implant is failing it’s because the Senior Partners want it to. Gunn is upset that he’s losing all of the knowledge, skills, and power he gained with the implant and desperately doesn’t want to revert to who he was: high school drop-out and street punk. In fact, Gunn is so desperate that he makes a deal with Dr. Sparrow. Sparrow will permanently fix Gunn’s implant *if* Gunn will help ease a package through customs for him.

Back at Wolfram & Hart Wes and Fred are reviewing the tape of “Smile Time” *again* and getting nowhere. Knox brings some coffee by for himself and Fred but none for Wes. When Knox makes a derogatory comment to Wes, Fred politely tells Knox to go home and get some sleep under the guise that Knox better be rested to run the lab because Fred won’t be. Knox puts up a bit of an argument but finally heads toward the door. As he’s about to leave the lab Knox looks back and sees Fred and Wes sharing her cup of coffee. It looks like Knox is finally ready to give up on Fred. Wes asks how things are between Fred and Knox and Fred explains that she just didn’t connect with Knox. Wes makes a point of confirming that Fred stopped things between her and Knox. Fred tries to send Wes another signal but Wes is totally engrossed in the “Smile Time” show. Wes has noticed something that neither he nor Fred noticed before. There appears to be a cloaking spell that prevents viewers from seeing Polo approaching the TV screen and talking to the audience while the rest of the puppets sing.

Later *Angel is finishing his self-repairs when Fred and Wes come in and explain what they’ve found. Frampkin is sucking children’s life energy using a two-way conduit which is now so powerful that Frampkin is going to take out the entire audience in one fell swoop. Wes believes that the object in the “DON’T” room is the object that holds the life force and if they can destroy the object they can reverse the spell that is keeping the children in stasis *and* reverse *Angel’s condition. *Angel is overcome with joy and rushes over to Fred, gives her a hug, and tells Fred and Wes that he loves them. *Angel wants to go to the studio to stop Frampkin but Gunn arrives and explains that the puppets are really in charge. Apparently Frampkin made a deal with some demons to raise flagging ratings but missed some fine print in the contract. Instead of Frampkin being in charge the puppet demons have taken over. *Angel, Wes, Fred, and Gunn head out to the TV studio to “take out some puppets.”

“Smile Time” is being broadcast to thousands of homes in southern California and Polo has begun sucking the life force from children in each of those homes. But Polo is interrupted by *Angel and a very long, non-puppety sword. Polo and *Angel fight, and it’s pretty brutal. Gunn comes along and takes off Rufus’s head. Polo tells Ratio to protect the nest egg leaving Sally to take on Gunn. In the “DON’T” room Wes starts and incantation to destroy the nest egg but is attacked from behind by Ratio. As Wes wrestles with Ratio he tells Fred to continue the incantation. Back in the studio Sally makes a flying pile driver to take Gunn down. Sally tries to take Gunn’s eyes out of his head but Gunn throws Sally across the room. In the “DON’T” room Wes is getting his butt kicked and Ratio is about to brain Wes with a fire extinguisher. Fred stops reciting the incantation long enough to pull out a gun and shoot Ratio twice. Back in the studio Angel is getting the upper hand with Polo. When Polo tells *Angel that *Angel has a little demon in him *Angel replies that he has a *lot* of demon in him and puppetVamps. This puppet has fangs! *vampAngel throws Polo across the studio and knocks him out. *vampAngel reverts back to *Angel and checks around to make sure Gunn is ok. Gunn’s fine and Sally is just a pile of stuffing. Back in the “DON’T” room Wes is able to stop Ratio as Fred finishes the incantation and destroys the nest egg. As the nest egg disintegrates the life force stolen from the area children is returned to them, and the children don’t even realize anything was wrong.

Later at Wolfram & Hart Nina wakes up to find shreds of stuffing and clothes scattered around her cell. At first Nina thinks she ate *Angel until there’s a knock at the door. It’s *Angel coming to check on Nina. *Angel tells Nina he’ll be his old broody self in two or three days and Nina is quite relieved. *Angel unlocks Nina’s cell and asks her to breakfast. Nina wants to know what puppets eat and *Angel suggests they find out.

In Wes’s office Fred stops by to report that the kids in the hospitals are coming out of their stasis. Wes just wants to get some rest and is oblivious as Fred tries to give him signals again. Fred’s finally had enough so she tries talking to Wes, tries to explain to Wes that Fred sees Wes differently these days. As Fred is talking Wes just stares at her. Fred finally has had enough and she says, “Screw it” and kisses Wes. Wow! Fred asks Wes if that signal was “clear enough” and Wes replies, “not in the least” and they kiss some more. A *lot* more!

Summary by Kirsten.