---

Things pick up where they left off at the end of "Quickening," with Angel facing Holtz in the lobby of the Hyperion. Angel reacts with "My God".

Holtz who's carrying a sword, walks toward him and reminds him demons don't have Gods.

Angel recalls the wording of the prophecy, "raised up from darkness to bring darkness" and realizes the "tro-clon" was a reference to Holtz. He starts to tell Holtz that whatever brought him there --

Before he can finish that thought, some of Holtz's demon minions jump up from where they'd been hiding, on either side of Angel. They secure him with metal poles that end in clamps, wrapped tightly around his neck and both wrists. The device around his neck has two sections, each ending in a sharp point poised over his throat, positioned perfectly for decapitation with one wrong move. His arms are pulled out straight to his sides, immobilizing him.

Holtz assures Angel that what brought him there was Angel and his "demon bitch." He's slept for 200 years and in all that time did nothing but dream of this moment.

Angel makes a wisecrack about Holtz looking well rested.

Holtz notes Angel hasn't changed.

Angel informs him much has changed while Holtz was sleeping.

Holtz wonders if that's really true as he flicks some holy water from a vial in his hand onto Angel's face. The result is obviously unpleasant but Angel says nothing and holds steady, barely restraining himself from morphing into game face. Holtz figures things look pretty much the same.

Angel tells him he's mistaken.

Holtz holds the pointed end of the blade to Angel's throat and assures him he'll have justice as he slowly lowers it.

Angel doesn't think Holtz will have justice because there is none for the things that were done to him.

Holtz reminds him those things weren't done to him and Angel didn't act alone. Holtz turns his back and walks away from Angel, telling his demonic minions to find Darla. He doesn't think she'd be too far from her companion. He wonders if Angel is going to try to convince him that's changed as well.

---

In the alley, Darla is lying down in the back seat of the car, screaming in labor.

Outside of the car are Gunn and Fred on one side (at Darla's head) and Cordy on the other side (at Darla's feet), stake in hand. Wes is on the same side as Cordy, but kneeling in the front seat, behind the wheel, facing Darla in the back.

Gunn reckons Darla's going to give birth at any minute.

Wes agrees, noting the contractions are closer together. Wes wishes Angel would have returned with the scrolls. He'd feel more confident with the prophecies to guide him.

Cordy doesn't see why that's necessary, women have been giving birth without prophecies for years.

Gunn is thinking some "Vaseline and a catcher's mit" would be real useful about now.

As Darla continues screaming, Fred offers that she doesn't think she's going to deliver any minute, but Darla is entering the active stage of labor.

Wes gets out of the car and looks around the alley. He tells the others they have to get out of there, the area is too open. He knows Angel should have returned by now.

Gunn figures something has happened.

Wes says it's up to them to protect his child.

Wes tells Darla they're going to take her someplace but she needs to relax. He suggests she breathe and gives her an example doing the natural childbirth thing, a series of short puffs exhaled in succession.

Darla screams a reminder that she doesn't breathe as she morphs into vamp face and throws her arms out to her sides sending an unseen force throwing the others away from the car. She breaks down, sobbing.

---

York, England 1764

Flashes of Holtz on horseback, rushing home, intercut with images of his wife and daughter. He enters and finds his wife dead, seeing the marks on her neck. He buries his face in his hands, overwhelmed with grief.

He hears Sarah's voice call to him, "papa."

He calls to his daughter as he turns and sees her standing across the room, hugging a doll. He goes to her and kneels before her.

Sarah says her mother won't wake up.

Holtz stands and pulls her closer to the fire. He hugs her, comforting her, and begins to quietly sing her a lullaby. As he continues singing to her, he breaks the embrace, gently pushes her hair away from her face and sees the fang marks on her neck. He stops singing.

A couple of Holtz's men open the front door. He sternly warns them not to enter. They see the carnage within and depart, closing the door behind them.

Holtz continues his quiet singing of the lullaby, his voice choked with emotion, as he moves to sit in a chair opposite Sarah, who sits on the floor and plays with her doll.

---

LA, Present Day

At Wolfram & Hart, Linwood is looking at a surveillance photo of Holtz.

Lilah informs him they have not been able to determine who the man is, he's not "in the system."

Linwood figures there's a new player in town then.

Gavin offers that perhaps it's more an "old one". He reminds Linwood that the man did address Angel as "Angelus". He thinks maybe that indicates a personal history between them.

Linwood wonders if it's an old friend.

Lilah doesn't figure it's a friendly history. She knows Angelus didn't exactly have friends.

Linwood asks about the status of the firm's surveillance on the hotel.

Gavin responds that the system is still down but it's being worked on.

Linwood wonders if anyone has heard from Dr. Fetvanovich or Commander Burke yet.

Gavin answers that everyone was deployed successfully at the hotel, but that's all that's known.

Linwood informs Gavin that's all they know, referring to Gavin and Lilah.

Gavin isn't sure what he means.

Linwood clarifies that he couldn't possibly have had anything to do with such a screwed up operation.

Gavin gets it now, Linwood was never involved but he and Lilah were.

Linwood confirms Gavin has it right. As he dons his coat to depart, he informs them both that he expects a report at Thursday's meeting and assures them he will be "shocked and appalled" when he hears of these events for the first time at that meeting. He bids them goodnight and departs.

Gavin figures he and Lilah are about to be crucified.

Lilah tells him the firm doesn't crucify, it's "too Christian."

---

At the hotel, Angel is still secured in the same position as he was earlier. Holtz admires the sword he's holding before returning it to the weapons cabinet, exchanging it for a stake. He walks back over to Angel, wondering how he's going to get Darla now that he's managed to get Angel.

Angel knows Holtz is still human. He wonders how he came to be in this time, figuring it had to involve some sort of dark magic.

Holtz continues his musings, telling Angel that Darla was always the tricky one to catch. Unlike Angelus, she was unpredictable.

Angel asks if it was a demon or something else that brought Holtz to this time.

Holtz wonders, as he holds the stake to Angel's chest, if he simply killed Angel now, would Darla sense that and come to him at the hotel? He turns and walks away as he continues thinking out loud.

Angel asks if Holtz was approached by something or if he went looking for it.

Holtz ponders the possibility of Darla arriving in search of revenge if he killed Angel now. He knows that's a strong motivation.

Angel agrees with that. He wants to know what Holtz had to give up for this second chance.

Holtz coldly tells him there was nothing left to give up, Angel made sure of that.

Angel knows he and Darla took much from Holtz, but he tells him they didn't get everything, they couldn't take his soul.

Holtz wonders what Angel thinks he knows about a soul.

Angel knows that Holtz's will be destroyed if he does the bidding of evil.

Holtz walks slowly, deliberately, back toward Angel.

Angel continues, telling him he's not a bad man, he's a righteous man, who's being used for something that isn't justice.

Holtz wonders if Angel really has changed, he doesn't remember him indulging in cowardly pleading before.

Angel reminds Holtz he used to work with men, not demons.

Holtz responds by punching him.

---

In the alley, Gunn, Fred and Cordy are gathered around Wes who's still unconscious from Darla's earlier actions.

Gunn tells Cordy to smack him one more time.

She weakly backhands him in the face, waking him.

Wes sits up, noting the ache in his head.

Cordelia offers that birth is supposed to be painful.

Wes figures that's meant to apply to the mother not bystanders.

Wes gets to his feet asking how long he's been unconscious.

Fred answers that is hasn't been long, Darla seems to be between contractions. As the others look on, Darla is still sitting in the back seat of the car, sobbing and talking to herself.

Cordelia says she's been doing that awhile.

Gunn figures it's hormones.

Wes instructs the others to follow as he walks over to the car and asks Darla if she feels up to traveling.

She nods in response.

Everybody crams into the front seat, leaving Darla alone in the back. She wonders if anybody wants to sit in back with her.

They tell her they're fine up front.

Darla promises not to throw anybody out of the car, at least not while it's moving.

Fred tells her it's not just that they don't trust her, which they don't, but points out Darla's water broke all over the back seat.

Darla looks to the seat beside her, notices that and responds with a quiet, "oh".

Cordelia wonders why the car isn't moving.

Wes is looking straight down the alley. He assumes they have a tire iron in the trunk.

Gunn asks if they have a flat.

Wes wonders if there may be an ax and a heavy mallet in the trunk as well.

The others finally look to where Wes is looking and see Holtz's demonic minions walking toward them from the end of the alley.

Wes is thinking a shotgun would be handy right now.

They all look behind them and see more of the demons approaching from the other end of the alley.

---

At the hotel, Holtz punches Angel in the face. He wonders if Angel is still concerned about his soul, noting the irony of a vampire playing priest.

One of the demons enters the lobby and tells Holtz something.

Holtz is glad to hear they've got her. He instructs the demon to bring her into the hotel.

Angel looks toward the door, concerned.

The demon brings Lilah into the lobby.

Holtz informs him that isn't Darla. He tosses some holy water in Lilah's face, noting the non-reaction. He's disappointed she's not even a vampire.

Lilah informs him she's a lawyer as she wipes her face.

Angel figures Lilah has something to do with the dead bodies littering the lobby.

Lilah tells Holtz if she knew there was torture going on, she wouldn't have interrupted. She urges him to continue, she'll wait until he's completed his business.

Holtz informs her when he's finished, Angel will be dead. He notes as a lawyer, she deals in man's laws. He deals in God's.

Lilah figures he's saying he's a good guy.

Holtz asks if she knows what Angel is.

Lilah knows, "vampire cursed by gypsies who restored his soul, destined to atone for centuries of evil", etc. She admits she'd have had Angel killed herself except it's against the policy of her employers.

Holtz turns to Angel and asks what Lilah meant about the gypsy curse.

Angel doesn't reckon it would really interest Holtz all that much.

Lilah starts backing toward the door, offering to wait by her car until Holtz finishes. She has some cleaning up to arrange and she has an early meeting in the morning.

As Holtz's attention is on Lilah, Angel notices there's a grenade in the hand of one of the dead paramilitary types, near Angel's foot. He casts a glance at the elevator doors and formulates a plan.

Holtz approaches Lilah as she gets close to the lobby door and tells her he can't let her leave.

Lilah doesn't understand why not.

Holtz reminds her she said she worked for the law.

Lilah clarifies that she said she was a lawyer, she couldn't care less about the law.

Angel suggests to Lilah that she duck as he picks the grenade up on the toe of his foot, tosses it upward and catches in his teeth by the pin. He flips his head, yanking the pin out, the grenade falls to the floor and explodes.

Angel is blown backward by the force, through an opening made in the elevator doors by the explosion.

Holtz picks himself up off of the floor and rushes to the opening, looking down into the elevator shaft. Angel is nowhere to be seen. Holtz instructs his minions to search the grounds. He tells Lilah the men she sent to kill Angelus were all brave men who fought to the end.

Lilah looks around at the bodies and tells Holtz she figured as much.

Holtz lets her know if she sends others, they'll meet the same fate. Angelus is his and nobody will get in the way of that. As he's leaving, Lilah calls out that the men weren't sent for Angel, they were sent for Darla.

That gets Holtz's attention. He stops, turns and asks her if she knows about Darla.

Lilah confirms she does.

Holtz wants to know if the gypsies cursed her with a soul too.

Lilah tells him no, Darla is "free range evil."

Holtz turns to leave.

Lilah tells him if he finds her, she thinks they may be able to do business.

Holtz isn't interested. When he finds Darla, he plans to send her back to hell. He leaves.

Lilah makes a call on her cell phone, arranging for the cleanup of the hotel. As she's on the phone, she notices a burnt piece of paper with writing on it. She takes it, along with some other papers, with her as she leaves.

---

Back in the alley, Wes, Gunn, Cordy and Fred are battling the demons.

Darla jumps into the front seat, turns the key and guns the car forward, mowing down a couple of the demons. She stops the car, puts it in reverse and backs over the remaining one. She puts the car back in drive and barrels down the alley as the gang looks on.

Angel approaches from behind, looks to where everyone else is looking at the empty alley and asks what they're looking at.

They all turn and look at him.

---

Still in the alley, Angel has told the others about Holtz.

Gunn wonders if Angel is sure the guy he saw wasn't a descendent of his instead of him.

Angel knows it was the original.

Fred offers that Holtz may be part of what's supposed to bring on the apocalypse, the prophecy said the "tro-clon" was a "confluence of events."

Cordelia figures an 18th century vampire hunter showing up in the 21st century would seem to fit.

Gunn wonders if Holtz came for the baby.

Angel doesn't think Holtz is aware of that.

Fred doesn't think he'd have to be, necessarily. He just plays his role in the flow of events. Holtz comes looking for Angel and Darla and finds their child who may turn out not to be evil as feared, but may be some kind of messianic figure instead. Holtz kills it before it's born and that act somehow brings about the end of the world.

Everybody just looks at Fred who nervously admits that might not be right. Things could go either way. She uncomfortably tries to change the subject, asking Angel if he's thought of a name yet.

Wes knows they need to find Darla before Holtz does.

Angel says he can find her faster on his own.

Wes agrees.

Angel tells them if they can find a place for Darla to safely give birth, he'll bring her to them.

Gunn figures they can manage that. Cordelia tells Angel to be careful.

Wes asks if he managed to get the scrolls.

Angel tells him he didn't and leaves.

Wes thinks they'll do okay without them, but doesn't sound convinced.

---

In Lilah's office, a man with a magnifying glass is going over the burnt scrap of the scroll she took from the hotel. He wonders if she knows how valuable this item is.

Lilah hopes it's valuable enough to keep her out of trouble with the firm. She hands the guy some notes, offering they should help him in his translation.

He looks them over, saying the handwriting isn't familiar to him, they look like they were composed by an Englishman. He wonders if it was someone he thinks has had an eye on his job.

Lilah assures him it wasn't, he wouldn't know the guy who worked on it previously. She notes she highlighted the sections of the scroll that seemed to be of particular interest to the person who was working on it.

The translator is appalled that she highlighted an ancient scroll.

Lilah points out, without remorse, that she did and in yellow. She wants to know if he'll be able to translate it.

He explains to her that when dealing with these scrolls, it's more a matter of interpreting than actual translation.

Lilah just wants the general idea of what it says.

He picks up the magnifying glass and goes back to examining the scroll fragment. He ponders it a moment, then notes it says something about a birth.

Lilah wants to know exactly what it says about that.

He's not sure.

Lilah wants him to be sure. She informs him she expects the information by morning or she'll have his family killed.

---

In Sahjhan's underground dwelling, Holtz is chiding him for leaving out a detail.

Sahjhan confirms he did, he didn't think it was all that important.

Holtz tells him that Angelus with a soul is an important detail.

Sahjhan doesn't think it means anything.

An agitated Holtz disagrees.

Sahjhan offers this is the reason he didn't mention it. He doesn't see why it matters that Angelus has a soul as he points out Attila the Hun had one as well. He reminds Holtz that Angel is still a vampire.

Holtz says he's not the same.

Sahjhan assures him he is. He concedes he uses hair products now but he hasn't changed.

Holtz again disagrees, saying Angel is different.

Sahjhan isn't sure what kind of moral struggle Holtz is having, but he reminds him he can't let the fact that Angel has a soul now interfere with his doing what he swore to do. He thinks the fact Angel has a soul has made things ethically murky for Holtz.

That's not an issue for Holtz as he tells Sahjhan that releasing Angel's soul to be tormented for eternity just makes him more determined that his cause is a just one.

Sahjhan is relieved to hear that. He wonders what the problem is then.

Holtz explains that Sahjhan has had him chasing the wrong prey.

Sahjhan gets it. An ensouled Angel will be a different challenge than one without a soul.

Holtz asks if the demon neglected to tell him anything else.

Sahjhan denies leaving out any other pertinent details.

---

Angel finds Darla sitting on a rooftop ledge overlooking the city. He remembers she loved a view.

Darla wonders why anyone would want to bring a child into the world, it's a terrible place.

Angel offers perhaps to make it a better place. Darla counters with perhaps to destroy it. Angel wonders why everyone is planning his son's future when he isn't even born yet.

Darla gets up from the ledge and steps onto the rooftop. She says she doesn't think the child has a future as she walks past Angel. He follows after her. She tells him she can't have the baby, she can't let it be born.

He doesn't think she really has a choice in that.

She stops and tells him she knows it's ready to be born, she can feel it, she just can't let it.

Angel knows why she doesn't want to let it go, because she loves it.

She confirms she does, "completely." She doesn't think she's ever loved anything the way she loves the child she's carrying.

Angel points out that she never loved anything.

Darla acknowledges that's true, not in 400 years, until now. She doesn't know what to do.

Angel assures her she'll do the only thing she can, she'll have it and they'll --

Darla asks him if he's thinking they'll raise it together.

Angel asks, "Why not?"

Darla tells him it's impossible.

He reminds her that the entire situation has been impossible.

Darla doesn't think she has anything to offer a child other than an "ugly death" and she figures Angel knows that too.

Angel tells her he knows that she loves their child, she's spent 9 months carrying it inside of her, she's bonded with it, taken care of it.

Darla responds she hasn't given the child anything. She has nothing to give it, she's dead. It's the child who has nourished her. She knows the feelings she's experiencing aren't hers, they're coming from what's inside of her.

Angel doesn't think she can know that for sure.

Darla knows it and she knows he does as well. She starts to cry, saying she has no soul but the child inside of her does and once that child is born she's afraid she won't be able to love it anymore, won't even remember loving it. She desperately doesn't want to forget that. She buries her face in Angel's chest, sobbing as he holds her.

---

At Caritas, Lorne is thinking Darla giving birth at his club isn't a good idea. Along with Wes, Fred, Cordy and Gunn, the bar is full of workers putting the final touches on the place in preparation for its reopening.

Cordelia asks him if he wants them to tell Darla and Angel they aren't welcome.

Lorne doesn't want that. He says Caritas will always be a sanctuary if some people would get their jobs done as he looks over at one of the workers, Arney. He asks Arney how things are coming along.

He answers that things should be ready by the opening the next night.

Gunn asks if it's a new security system.

Lorne explains the system routes together the sanctuary spells so both demon and human violence will be prevented.

Arney points out that "balancing that inter-species flux" has been a tougher task than he'd planned on.

Lorne mentions that Arney hums when he works which means Lorne has read him and knows he's padding the job by putting off finishing it. He fires him and sends him on his way. Lorne figures he can finish it himself.

---

On the rooftop, Darla wants assurances from Angel that he won't let her hurt their child. She wants to know he'll protect it from her.

Angel's cell phone rings. He answers it.

Wes tells him they found a place.

Angel wants to know it's safe.

Wes believes it will be by the time Angel and Darla arrive.

Lorne tells Fred to try now as he works on the system. She reaches out and slaps Gunn.

Lorne makes an adjustment to the system and tells her to try again. She slaps him again. Lorne keeps working on it.

On the rooftop, Angel puts his phone away and suggests to Darla they get someplace safe, he feels a storm coming.

Darla is standing with her head down, her back to Angel.

He asks if she's okay, if she's having another contraction.

She tells him "it's something else."

---

At W&H, Lilah enters her office and asks the translator if he's come up with anything.

He thinks he has. He says the person who worked on it previously was very close, the notes were very helpful to him.

Lilah just wants to know what the scroll fragment says about the birth.

The translator says it doesn't say anything about a birth, exactly.

Lilah is losing patience. She reminds him she has a gun, though there isn't one visible.

He explains that the prophecy isn't a "birth announcement", it's more of an "obituary."

Lilah wants clarification.

He explains the prophet says there won't be a birth. Lilah wants to know if he's certain of this. He assures her he is as he reads from the scroll, "In that time when the sky opens and the heavens weep, there will be no birth, only death."

Lilah smiles as she ponders the "only death" part.

---

York, England 1764

A couple of Holtz's men open the door to his home, revealing the bright light of day outside. Holtz is sitting in the same position in the chair he was in the night before. They plead with him to leave the house. One of them says what happened there is the work of the devil.

Holtz responds that it wasn't the devil, "just a demon."

He looks across the room, across Sarah's doll lying in the middle of the floor in a wash of sunlight, across Caroline's body, to Sarah who is huddled in the corner out of the light.

One of his men asks what they're to do.

Holtz's answer is that they'll do what must be done as he stands and walks toward Sarah. He gathers her in his arms and as she screams and pleads with him, carries her out onto the shaded porch.

She breaks loose and clings to a stone support that holds the roof over the porch. As she screams, Holtz pries her grip loose and throws her off of the porch, into the sun.

She lands on the ground, morphs into vamp face, looks back at him and screams as she's engulfed in flames.

Holtz watches her reduced to ashes then goes back inside and slams the door shut behind himself.

---

LA, Present Day

At Caritas, Lorne is still working on the spell routing system. He suggests trying it again.

Cordy slaps Gunn in the back of the head.

Lorne takes the manual from Fred, realizing he has more work to do.

Angel enters, supporting Darla who looks worn out. He asks someone to get a chair.

Wes gets one for her as Angel assists her to it.

Darla offers a sincere thanks, which leads to a stunned expression from Gunn.

Angel gets Wesley's attention, he wants to talk away from Darla.

As Wes and Angel move away from the group, Fred tells Darla she gave them a scare. She guesses Darla is accustomed to that, being a scary thing. She doesn't say it unkindly, more like an observation than an accusation.

Darla apologizes for that, saying she doesn't know what got into her. She starts to laugh, a sad, bittersweet sound.

Angel tells Wes Darla is in a lot of pain.

Wes asks how often the contractions are coming.

Angel answers it's been an hour since the last one.

Wesley doesn't understand that considering she was in active labor earlier.

Angel doesn't know what's going on, the contractions just stopped.

Wes asks about the pain Darla is having.

Angel says according to Darla, it's something else.

Wes thinks that's reason for concern.

Darla moans.

Cordy calls for Angel.

He comes to Darla's side.

Lorne offers his bedroom.

As the others assist Darla, Fred lags behind. She looks at the chair Darla was sitting on and notices blood on the seat.

---

Sahjhan is in his dwelling with Holtz. He tells him it's time.

Holtz asks if he's found Angel.

Sahjhan instructs another party present to give Holtz the news.

Arney wants to be sure he's going to get paid.

Sahjhan assures him he will, he wants him to get on with telling Holtz what he heard.

Arney's eyes glow red, he speaks in the voices of Cordy and Lorne, replaying their conversation from Caritas, agreeing that Angel and Darla would be safe there.

---

In Lorne's bedroom, Wes finishes checking on Darla who's lying on the bed.

Angel asks Wes if she'll be okay.

He responds that she's tough.

Fred points out she's also immortal, which is a plus.

Angel asks about the baby.

Wes indicates he'd prefer to have this conversation out of the bedroom. He heads back out into the bar. Angel and Fred follow.

Angel asks what's going on.

Wes suggests Angel brace himself for the worst.

Angel doesn't want to accept that.

Wes continues, saying the baby's heartbeat is very faint.

Angel wants to know what they can do.

Wes doesn't think there's anything they can do as he explains Darla's body isn't a vessel intended to give life. He doesn't know if her body can do what's necessary to bring the child into the world.

Angel wonders if Wes is suggesting they just let the baby die.

Wes doesn't have an answer.

Cordelia wonders about the possibility of having a Cesarean done.

Fred agrees that would be the answer in this situation but the force that's been protecting the baby wouldn't allow that intrusion.

Angel knows that means the baby will die. He is getting more emotional, saying he doesn't understand any of it. He knows what's happened has been a miracle, he just doesn't understand how you can only get "half" a miracle. He thinks The Powers brought Darla to this point, protected the child --

Gunn interrupts to say they can't be sure of that. They don't know The Powers were responsible for protecting the child. He wonders if the baby is the evil spoken of in the prophecies, destined to end the world. He thinks they should consider that what's happening now may be The Powers stepping in to right things.

Angel wonders how they intend to do that, by killing his child?

Nobody has an answer to that.

Angel leaves the bar to join Darla in the bedroom.

Cordelia asks Gunn if he always has to be so honest as she reaches out to slap him in the arm. This time, a mystical barrier stops her from connecting.

Lorne is thrilled he finally got the system set up properly.

---

Angel sits in a chair next to the bed and watches a moment as Darla wakes. He asks her how she's doing.

She tells him "he" isn't kicking anymore.

Angel reaches out and lays his hand on her belly. He tries to be reassuring, saying the baby probably realized he got her attention, but his expression is one of concern. He notices Darla referred to the baby as "he" for the first time.

Darla knows the baby is dying.

Angel denies that.

Darla quietly says he was a better liar when he was soulless. She knows what's happening, she can feel the life inside draining away.

Angel tells her not to let that happen, fight for it, "please."

Darla doesn't know how to do that. She lays her hand on her belly, feeling her "darling boy." She reminds Angel she told him she had nothing to offer this child, she can't even give it life.

---

Out in the bar, Gunn is thinking maybe he should go into the bedroom and apologize for his earlier honesty.

Wes stops him, telling him they should stay there and wait it out.

Cordy thinks Angel and Darla need some time alone right now.

Fred has a feeling things aren't going to end well.

Lorne offers drinks to everyone as he gets up and heads for the bar.

Holtz enters.

Lorne greets him and explains the club isn't open. He suggests Holtz return tomorrow night for the reopening as he hands him a flyer.

Holtz thanks him, looks around the club and slowly heads up the stairs leading out, quietly singing the lullaby.

As Lorne is behind the bar pouring drinks, his attention turns to Holtz's singing. After humming along for a moment, he gets a read, knows what's coming and tells the others to run. They hesitate briefly, not sure what's going on. He urges them again to get out of there. They follow his lead.

Just as they clear the bar, a barrel comes rolling down the stairs followed by a grenade. The grenade explodes igniting whatever was in the barrel, resulting in a huge explosion and fireball that rips through the bar.

---

Angel helps Darla to her feet as the others come running into the bedroom. He asks what's going on.

Wes explains they're under attack.

Angel thought Lorne had taken care of that with the sanctuary spells.

Lorne tries to explain but it gets confusing.

Gunn clears it up; the protection spells apply to the area inside of the club, not to someone rolling a barrel and throwing a grenade down the stairs from outside.

A flaming beam falls from the ceiling. Angel knows Holtz is responsible.

Darla wonders how that' s possible.

Angel mentions that he was going to tell her, but he didn't think the timing was right.

Darla thinks the timing is perfect.

Lorne directs the others to help him move the bed.

Gunn asks why.

Lorne explains there's an old loading dock door behind the wall, he had the place converted.

Darla mentions the pain she and Angelus caused Holtz.

Angel knows.

Gunn asks Lorne if he has an ax or a hammer, something to use in breaking through the wall.

Wes hands Gunn a stone Buddha head as Cordelia hands Wes an ornamental rhino.

They use both items to batter the wall in an effort to break it open.

Darla believes Holtz is the reason this is happening; what happened to his family, what he's gone through. She doesn't figure it's all so funny now remembering how she felt about it at the time.

Wes calls to Angel, asking for some vampiric strength in breaking through the wall.

Angel calls Cordy and Fred to look after Darla before he joins in the battering of the wall.

Wes and Gunn move away as Angel attacks it, alternately punching and kicking it.

Holtz enters the flaming ruins of the bar, armed with a crossbow.

---

Angel breaks through the wall, into the alley. Splintered wood from the opening litters the alleyway.

Angel, Darla and the others exit Caritas into a driving rain.

Darla can't make it any further. She tells Angel to go on.

He won't leave her behind. He throws his keys to Gunn and tells the others to get the car, it's parked out front. They all hesitate. He tells them again to go.

Darla sinks to the ground, Angel kneels beside her.

Everyone heads down the alley but Fred comes back and kneels near Darla.

Angel tells her to go.

She says it's okay, they'll be coming back.

Angel takes off his coat and throws it over Fred's shoulders.

Angel tells Darla she'll be okay.

Darla knows that once the baby is gone, she won't be. She doesn't know what she'll be. She's afraid the baby will die in the alley. She wonders if Angel remembers he died in an alley.

He does.

She wants to apologize for that, and mean it, but she can't. She wonders if he's going to tell her it's okay.

He can't.

Darla knows it can't be, they did so many horrible things together, inflicted so much suffering and destruction. She knows they can't make up for any of it. She figures Angel knows that too.

He confirms he does know that.

She tells him the child is "the one good thing we did together, the only thing."

Angel is kneeling on one knee at her side. He takes her hand in both of his, kisses it, then holds it close to his face as he bows his head, overwhelmed by the emotion of it all.

Darla tells Angel "you make sure to tell him that" as she grabs a large wooden splinter laying next to her and stakes herself.

Angel opens his hands, the dust that was Darla's hand falls from them.

The baby is lying in the alley where it had laid within Darla, crying.

As Angel gently picks up his son, Holtz enters the alley from the opening in the wall. He takes aim with the crossbow but only watches as Fred hands Angel his coat and he wraps the baby in it.

Angel turns his head and sees Holtz with the crossbow aimed at him.

Two of Holtz's demon minions enter the alley behind Angel and Fred. More are at the other end of the alley.

Angel and Holtz simply stare at each other, Angel holding his son, Holtz with his crossbow at the ready. After some tense moments, Holtz slowly lowers the weapon.

Angel and Fred cautiously walk past him.

Holtz turns and watches them leave, walking past the demons, heading for the car which is now waiting on the street just outside the end of the alley.

An irritated Sahjhan urges Holtz to do it while he still has the chance, take the shot while he has one. He screams at Holtz that he can't let Angel walk away, not after what he swore to do.

As Angel and Fred get into the car and depart, Holtz responds to Sahjhan, "I swore that I would show no mercy, and I won't."