"Lullaby"
Written & Directed by: Tim Minear
At the hotel, Angel remains shocked that Holtz is really standing in front of him and concludes that Holtz was the darkness prophesied. Angel is taken captive by several of Holtz's minions and his neck and arms are bound by metal contraptions, which keep him completely still. The vampire is subjected to bits of holy water torture while he discusses the past with Holtz. Also wanting Darla's life as well, Holtz sends some of his minions to find the female vampire. Meanwhile, Darla's pregnancy progresses and she screams her way through it while the gang worry about Angel and try to think of a plan to deliver the baby without the scrolls. As they crowd close to Darla in the back seat, her arms and legs shoot up into the air and she send the humans flying away from the car in different directions.
In a flashback to 1764, after Holtz's family was killed, Holtz mourns over his wife's body and hears the voice of his daughter as she approaches with her doll. He discovers from the bite mark on her neck that she was made into a vampire. She still seems to be an afraid little girl and Holtz offers comforts and a lullaby to her, even though he knows his daughter is now dead. Back in the present, Linwood talks to Gavin and Lilah about the case and the identity of the unexpected man at the hotel. He informs the young lawyers that they will both receive full blame for the incident and he will pretend he knew nothing about it.
At the hotel, Holtz talks to Angel about his constant perusal of Angelus and Darla through the years. Angel only wants to know how Holtz is actually there, but he doesn't get an answer. His prying only gets Angel more physical pain. Angel tries to persuade Holtz to believe that he's not the same vampire he once was, but Holtz really isn't interested in hearing about it.
The gang recovers from being thrown across an alley and return to the car, resolving to go somewhere safe even though Angel hasn't returned. Even though she promises not to hurt anyone, Darla's left alone in the back seat because of the mess there caused by her water breaking. Before they can go anywhere though, the gang find themselves blocked in the alley way by groups of Holtz's demon minions at either exit. Lilah arrives at the hotel with intentions to do business with Holtz, but she's willing to wait until Angel has been sufficiently tortured. She informs Holtz of Angel's soul condition, which Holtz finds intriguing and confusing. As Holtz keeps Lilah from leaving the hotel, Angel locates a hand grenade left by the military men and creatively removes the pin. The resulting explosion sends Angel flying through the elevator doors and giving him an escape.
Angel escapes and Holtz takes the time to inform Lilah of his claim on Angel's unlife. Lilah mentions Darla and goes on to explain that Darla is still evil and not affected by a curse like Angel. After Holtz leaves, Lilah calls for a cleanup crew and discovers a burnt piece of the scroll, which she takes with several other items. While the Fang Gang try to fend of the minion, Darla chooses a more productive process and runs over the demons with Angel's car then takes off in the car. Angel arrives just a little bit too late but still takes the time to fill the gang in on Holtz.
Angel leaves to find Darla while the others search for a safe location for Darla to deliver at. Lilah provides the piece of scroll that she highlighted and Wesley's notes to a translator at the law firm. She threatens his family if he doesn't have it translated by the next day. Holtz talks to Sahjhan about Angel's curse that was wrongfully left out of the information Holtz was provided with. Sahjhan saw no importance in it, but Holtz explains that the gam is different now as is the prey.
Darla is found by Angel on a rooftop where she ponders the world and the reasons for bringing a child into it. The conclusion is reached that without a doubt, Darla loves her unborn child and feels that love because of the soul within her child. Angel tries to look at the situation positively, but Darla knows there's nothing she has to give to the child and fears what will happen when it has left her. Caritas is in the final stages of rebuilding while the gang plan to have Darla's delivery occur there. Arney, the construction demon, has been delaying the project for more money and is fired, so finishing the "no violence" security system is a job left for Lorne. With each adjustment, Gunn is slapped or whacked by one of the girls, proving that it still needs work.
A call from Wesley sends Angel and Darla on their way to Caritas. The translator informs Lilah that the prophecy does not predict birth, it predicts death at the time of the rain storm. Again in a flashback, Holtz takes his daughter outside and throws her into the sunlight where she shows her vampire face before she is destroyed. As a storm brews, the expecting vampire parents arrive at the club and Darla's kind attitude shocks most of the gang. Angel talks to Wesley about Darla's pain and the stop of contractions that she's experiencing. As Darla is taken back to Lorne's bedroom, Fred notices blood on the seat the female vampire vacates.
The recently fired Arney reports to Sahjhan and Holtz, using his imitating talents to accurately recount the information he overheard at Caritas. While Darla rests, Wesley tells Angel of the danger the baby is in and that Darla's dead body just doesn't seem to be meant to deliver the child. They consider a c-section procedure, but with the forces protecting Darla, that doesn't seem possible. Angel doesn't want anything to happen to Darla or the child and doesn't want to accept that the child could be evil. Gunn offers some brutal honesty, which upsets Angel even more, but when Cordy tries to slap him for it, the violence barrier finally works.
Angel and Darla talk about their son and Angel tries to encourage Darla to keep fighting despite the weakening life force within her. Holtz arrives at the bar and starts to sing as he leaves which alerts Lorne to the future danger and he encourages everyone to get out, fast. A barrel of explosives and a grenade roll down the stairs entering the club and send the place up in flames. With the spell having no effect on explosives that didn't start inside of the club, the gang run downstairs and escapes through a passage hidden in Lorne's bedroom.
Darla is finally told about Holtz's renewed presence and recalls all she and Angelus did to hurt the man. She suspects that Holtz was probably brought back for sweet revenge. Angel uses his strengths to tear through the bedroom wall and gain access to their only exit. Once outside, Darla collapses and Angel and Fred stay with her while the rest of the group retrieves the car. Darla's emotions are running wild and she recognizes the pain she caused Angel and all of her crimes as a vampire.
Admitting that creating life with Angel was the only good thing they ever did together, Darla makes sure Angel will relay that to their child before she stakes herself with a broken piece of wood. The baby remains after the dust settles and Angel picks it up, wrapping it in his coat. Immediately after his son is brought into the world, Holtz is there with a crossbow pointed at Angel and others surround the vampire and Fred. Instead of killing them though, Holtz lets them go without a fight. Sahjhan is appalled that Holtz isn't taking advantage of the situation but Holtz intends to keep his promise of showing no mercy towards Angel.
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