---

Connor arrives back at the warehouse loft where Cordy, wrapped in a blanket, is engrossed in a horror movie. He smiles, tells her he brought "Chocodiles and some other stuff." He thought she'd be hungry. He offers to go out and get something different if she'd prefer.

She assures him what he brought is fine as she takes a Chocodile from him.

Connor looks at the television briefly, then asks Cordy what she's watching.

She says it's an old horror movie.

He hands her a bottle of water.

She says she can't really remember what the movie is about exactly. She notes his expression and clarifies that she doesn't remember because she was very young when she saw it, it's a normal kind of memory fog.

She reaches out and turns the television off. She tells him not to worry, Amnesia Cordy won't be returning any time soon.

Connor doesn't think that was so bad.

Cordelia is sure she was annoying "with the panicking and the screaming and the running around like a nut." She munches on the chocolate snack, savors the taste, smiles as she looks at Connor and tells him how much she loves those. She thanks him.

He tells her she's welcome.

Cordy says she didn't mean thanks just for the food, she meant thanks for everything. She chokes up and tells him she doesn't know what she would have done without him.

Connor kneels in front of her and suggests she get some rest.

She's quick to reassure him she's fine.

He points out she hasn't slept since they got back to the loft.

She admits that every time she closes her eyes she sees something terrible, "moving, deep down, clawing its way up."

Connor tries to comfort her, telling her it's just a dream.

Cordelia knows differently. She says she can taste the blood of those it will kill, she smells flesh burning.

Connor tells her she'll be safe with him.

She answers nobody will be safe, "It's coming and no one can stop it." She wants to warn Angel about it but the words won't come. She doesn't understand why she can't tell him. She can feel the thing in her dreams. She knows it's real and it will arrive soon.

Connor stands up, and in a voice not his own, says, "I know."

Cordelia looks up at him and sees the demon that's been haunting her dreams as it grabs her by the throat.

Cordelia gasps and bolts upright, having awakened from her nightmare.

Connor rushes to her and asks if she's okay.

She starts to cry and hugs him.

He holds her close, comforting her.

---

In the lobby, Angel is sitting on the poof couch, polishing a sword. Lorne is on the phone, dealing with a client who has snake problems.

He puts the client on hold and asks Angel if they fight snakes.

Angel answers, "Only if they're giant, or demons, or giant demons." He eagerly asks if they're "giant demon snakes".

Lorne thinks they're regular snakes.

Angel is disappointed to hear that but reconsiders, wondering if they could still be demonic. He asks if they're making any demonic noises.

---

Gunn and Fred arrive at the home of Mrs. Pritchard, the woman who had reported the noise in her pipes. She tells them the thumping and groaning noises are terrible, her family is kept awake at night by the sounds.

Gunn asks how long the noise has been going on.

The woman answers that it's been a week or so.

Fred thinks that's encouraging, pointing out that if it's a haunting, it's tougher to get spirits to leave the longer they've inhabited a place.

Gunn assures Mrs. Pritchard they'll handle the problem.

She expresses her gratitude as she directs them to the closed door of the bathroom, indicating that's where the noises have originated, and retreats to the kitchen.

Gunn asks Fred if she's ready.

She wonders if a 'no' would be acceptable.

He assures her it's always acceptable in their line of work. They walk cautiously down the hall, toward the bathroom.

Gunn has his ax at the ready as he opens the door. They walk in as Gunn takes a moment to appreciate the spacious surroundings.

Fred notes a "family of four" could live in there.

Gunn says it's the kind of place he imagines him and Fred moving into one day.

Fred nervously responds with, "Yeah."

Gunn notes her discomfort and tells her he didn't mean right away.

Fred says she knows.

Gunn just thought it would be nice some day.

Fred starts to say something but is interrupted by groaning and creaking noises filling the room.

Gunn wonders what the source is for the noise.

Fred thinks it sounds like it's coming from everywhere.

Gunn leans in for a closer examination of the sink.

Fred thinks they should have brought a priest.

Gunn thinks "consecrated Drano" might have been a good idea.

As he leans down toward the sink, he notes the noise has stopped.

The mirror of the medicine cabinet shatters, rats pour out.

Fred screams.

Rats flow from the sink, the toilet, the ceiling, the walls, the floor drains.

Gunn freaks as a rat drops onto his shoulder from the lamp above him. The floor fills with rats.

Fred frantically works at the door, trying to get it open.

Gunn batters the door open with his shoulder. He and Fred escape, slamming the bathroom door shut behind them.

Gunn screams for Fred to get the rats off of him.

She shouts at him, telling him he's okay, they're gone.

They turn to see Mrs. Pritchard watching, not knowing what to think.

As Fred and Gunn rush out, Fred suggests the woman might want to call an exterminator.

Gunn offers that she could just burn her house down.

Fred agrees that's a good idea as well.

---

Wes arrives at his place where he's greeted by Lilah. She asks if he had a rough day.

He looks at her, tells her he's had worse days. He asks her why she's dressed that way as we see Lilah, sitting on the table, appearing as a faux Fred; her hair in braids, glasses, school girl outfit, talking with a Texas twang.

Wes says her name.

Lilah continues mocking Fred, telling him to "forget about that evil witch" she wants to talk about herself, "I'm good and I'm pure and science turns me on. And one day, if I pray hard enough and eat all my vegetables, I just might have hips!"

Wes suppresses a smile and asks her if she's finished her act.

Lilah hops off of the table and approaches Wes. She wonders if Wes got turned on while watching Fred deliver her speech at the physics seminar.

Wes answers Fred's theories deserve attention.

Lilah lets him know she noticed the way Wes was looking at Fred during the seminar. She smiles as she starts unbuttoning his shirt, telling him she's not concerned about his "crush" because he's sleeping with her.

She starts kissing him. Things get more intense.

Wes pulls back, wondering if Lilah really thinks she knows him.

Lilah answers, "Better than she ever will" as they kiss again, passionately.

Wes sits back on the couch as Lilah straddles him. He rips her blouse open. She removes the glasses.

Wes stops her, telling her to keep them on.

She complies as things heat up between them.

---

Gunn and Fred return to the hotel through the courtyard. Fred plans to relax in a warm bath.

Gunn asks if they're going to have bubbles.

Fred pauses, turns to face Gunn and tells him she kind of wanted to relax alone.

Gunn is hurt but tries to cover with an understanding, "Okay."

Fred tries to explain that "the tub's not that big and --" She stops herself, tells him to forget it, they can both fit.

Gunn realizes that's not really what she wants. He tells her to go ahead, he'll bathe later.

Fred doesn't want to do this.

Gunn wonders what she means, not have a meaningful discussion like a couple in love is supposed to have?

Fred curtly agrees to have the conversation.

Gunn demands to know what she expects from him.

She answers, "Nothing."

Gunn gets that much, she's made it clear.

She tries to explain that's not what she meant.

He wonders if that's the truth considering they no longer talk to each other, they sleep on opposite sides of the bed, they haven't been intimate since the professor's death ("Supersymmetry").

Gunn takes responsibility for that.

Fred points out he did it for her.

Gunn didn't want Fred to carry that.

Fred icily tells him it wasn't his choice to make.

Gunn says it's not who she is, she didn't have it in her heart.

Fred asks if it's in his.

He answers, "It is now."

Fred says she's sorry and leaves.

Gunn calls after her.

---

As Angel examines weapons from the cabinet, Lorne continues dealing with the plethora of phone calls coming into the hotel.

Gunn enters and hands his ax to Angel as he walks past him to the lobby desk.

Lorne asks where Fred is.

Gunn answers curtly, "Out." He answers the phone, assisting Lorne with the incoming calls.

Lorne walks over to Angel at the weapons cabinet, noting the upswing in business.

Angel figures word got out that he's back. As he examines the weapons he's holding he asks Lorne how he should arrange them, alphabetically or by "how much damage they inflict."

Lorne suggests the latter, pointing out the weapon itself is more important than what it's called when it's needed in a hurry.

Angel agrees with that though still thinks it's helpful to know what weapon is being used.

Lorne offers they could use some help around the office. He suggests someone with a knowledge of "higher dimensions" who might be able to tell him the information that got sucked out of his brain.

Connor comes in and is greeted by Angel. Connor eyes him suspiciously.

Angel assures him it's okay, the spell wore off. He thanks Connor for stopping him from hurting Cordelia ("Spin the Bottle").

Connor figures she probably would have just staked him. He wonders if Angel knows that Cordelia is staying with him.

Angel acknowledges he knows that, he thinks it's a good thing she has somewhere to stay where she feels safe. He believes things will be back to the way they were after a couple of days, when she's had time to work things out.

Connor tells him he should talk to her.

Lorne is grateful for the suggestion.

Angel doesn't think it's good idea. As he goes on rambling excuses for not talking to her, Connor interrupts with, "Dad? Please?"

That gets Angel's attention.

---

Angel arrives at the loft with Connor and walks up to Cordelia. She knows Connor brought him and she's not happy about that.

Angel assures her Connor is just concerned about her, as they've all been.

He sits next to her and takes her hand.

She wonders how he manages to make everything seem all right.

Connor leaves them alone to talk.

Angel asks Cordy if she's okay. He was concerned about the way she left the hotel. He wonders if he did something wrong.

Cordelia tells him, "I love you. I always will. You know that."

Angel knows there's more coming and wonders if they could just stop there.

Cordy wishes she could, but she can't. She tells him when her memory returned, everything came back to her, "Sunnydale, moving to Los Angeles, meeting you again." She says she wanted to tell him but it was "too much."

Angel asks what it is she wanted to say.

She tells him that she remembered what it was like when she was a "higher being". She remembers seeing his past as Angelus.

Angel says she knew, he never tried to hide who he was or what he'd done.

She tells him "Knowing's different than living it" explaining that she could see everything Angelus had done. Not only could she see it, she could feel it. The pain and terror of his victims and the joy he took from their suffering. She touches his face, telling him, "I love you, but I can't be with you. It's just too soon. Maybe if we just gave it a little time --"

Cordy convulses in a vision.

Angel grabs her.

Her eyes turn milky white as she sees the demon of her nightmares breaking out of a tomb of rock. She breathes heavily saying, "It's coming! It's coming now!"

---

Cordelia is lying down in bed. Connor is sitting next to her. Angel paces, wondering why the vision hurt. He thought they didn't cause her pain anymore.

Cordy says it wasn't a normal vision, it was something overwhelming.

Connor thinks they should leave her alone to rest.

Cordelia takes his hand and tells him she's okay.

Angel notices that moment of gentle reassurance between them. He asks what else she can tell him from her vision.

She answers it's "big, powerful, clawing its way up through the bowels of the earth to slaughter us all." That sums it up.

Angel asks if she got any clue in the vision that could lead them to a location.

She didn't, she only saw the demon. She sits up and tells him it's coming, it won't stop.

Angel thinks Connor's suggestion she rest is a good one.

Cordy doesn't figure "impending doom" is much of a sleep aid.

Angel is confident that he'll find a way to stop whatever is coming.

Cordy thinks it will be too late, she can feel it. She believes she knew more about it when she was in the Higher Realm, but now she can't quite remember it.

Angel suggests they try having Lorne read her again.

Cordy isn't sure he'll be anxious to do that considering what happened to him the last time.

Angel offers to hold him down.

Cordy tells him they all need to know more.

---

In the hotel lobby, Gunn and Lorne continue dealing with the never-ending phone calls. Lorne asks about getting Fred in to help them.

Gunn says he doesn't know where to find her.

Lorne thinks Gunn could look for her.

Gunn informs him if Fred wanted to be there, she would be.

Lorne wonders if things are okay between them.

Gunn tells him to ask Fred, maybe she'll tell him what's going on.

Lorne puts the phone call on hold and tells Gunn Fred loves him, it doesn't take an aura reading demon to see that.

Gunn admits it's been difficult since the happenings with the professor ("Supersymmetry").

Lorne knows it was hard for Fred, being stuck in Pylea, but it was made worse when Fred discovered she'd been sent there by someone she trusted. He figures at least Professor Seidel got what he deserved.

Gunn reflects a moment, then quietly says, "Yeah, he got what he deserved, didn't he?"

The conversation is interrupted by the sound of a loud thump against the lobby door. Gunn opens the door and sees the source of the sound, a sparrow lying on the ground.

Lorne tells him to close the door.

Gunn reaches outside of the door, thinking maybe he can help the sparrow if it's not dead.

Lorne shouts at him to, "Close it!"

Gunn complies as hundreds of sparrows splatter against the door and windows, smearing the glass with blood.

Gunn doesn't think it's a good sign.

Lorne concurs with that assessment.

---

Lilah is walking down the hall at W&H, having a tense conversation on her cell phone. She tells the party on the other end of the line to "shut up and get me an incident report." She notes that someone is trying to "horn in" on their apocalypse and she won't let that happen. She tells the person to send Gavin up to her office as she opens the door and finds Angel sitting on her desk.

Lilah hangs up the phone.

Angel tells her to close the door.

She wants to know how he got in, figuring their vampire detectors aren't worth much. She asks if he wants to talk about Lorne, asking if he's "still green" ("Slouching Toward Bethlehem").

Angel reminds her he told her they'd have a talk about that.

Lilah points out she's having a busy day, she'd prefer to skip the usual "you threaten me, I threaten you, yada, yada, yawn" part and go straight to the throwing him out part. She assures him he won't be getting any info from her.

Angel didn't expect to get anything from her, but he points out Gavin was more helpful as he looks beyond Lilah.

She turns to see Gavin, bruised, bound and gagged in the chair. Lilah laughs and asks if Angel couldn't have "tortured him just a little bit more?"

Angel says he wanted to, but Gavin just wouldn't stop talking long enough.

Lilah has a solution for that.

Angel suggests she save the revenge for her own time, he's in a bit of a hurry.

Lilah sighs and asks what Gavin told him.

Angel tells her what he got. W&H are trying to decipher the information they got from Lorne. They have legions of psychics working on it but every time they get close, "their brains end up decorating the walls."

Lilah makes a joke about the clean up costs.

Angel tells her it would be a good time to tell him anything she knows about what's coming.

Lilah isn't interested in sharing.

Angel hopes she knows he isn't kidding.

She tells him he already knows the basics from Gavin. The information they got from Lorne is "protected." Every time they get close to getting it, something messy happens. She bids him farewell.

Angel is in no hurry to leave. He knows she's trying to hide something, he can "smell it".

Lilah sits behind her desk and notes it's probably her perfume he's smelling.

He tells her it's "fear."

Angel knows she's not afraid of him, but she is afraid of whatever it is that's coming. He thinks perhaps they can assist each other.

Lilah isn't interested in working together.

Angel points out this is usually the time he makes with the threats, but thanks to Gavin, he already knows that whatever is happening caught W&H by surprise as well.

She still doesn't see why she should work with him.

Angel points out it's a win/win situation for her. If she helps him and he stops it, she's in good with the firm for protecting their own plans. If she helps him and he doesn't stop it, if it kills him, she wins.

Lilah smiles at the thought of that scenario.

He offers her the choice of continuing to play it hard or playing it smart. He leaves it to her.

---

Cordelia is in the loft, pacing. She makes a decision, starts to grab her coat and head for the door.

Connor appears in front of her, startling her.

She figures this sneaking up on people is a genetic thing, Angel does it as well.

Connor says he was just making a sweep of the place. He notices she's holding her coat and asks where she's going.

She says she's been cooped up inside all day, she just wanted to get out and take a walk.

Connor knows she isn't telling the truth.

She admits that she's getting a stronger feeling about the vision. She feels pulled somewhere but she's not sure where. She thinks maybe it's toward the place where the demon will arrive.

Connor asks if she was going to go alone.

As she walks past him, she reminds him she used to be a "higher being."

Connor reminds her that's past tense.

She realizes that, saying she remembers wanting to come back, to be human again.

She walks back inside and sighs heavily as she sits down.

Connor assures her she is human.

Cordy counters with, "But I don't know how." She wonders if she's on holiday from the Higher Realm, or AWOL, or if she did something to anger The Powers that got her kicked out. She needs to know why she's there.

Connor thinks she's there because she's important.

Cordy notes the world went on without her.

Connor tells her she's important to him.

She looks up at him and smiles. She says he didn't just get the sneaking thing from Angel, he's good at saying the right things too, just like his father.

Connor shifts uncomfortably, noting he can do it in complete sentences now, he's been working on that.

Cordelia thinks a moment and decides Connor may be right. Perhaps she was sent back to stop whatever is going to happen. She grabs her coat and gets up, headed for the door, determined to discover if that's the reason she's back.

Connor tells her he's going along as well.

She tells him, "No, it's dangerous."

He says that's why he's coming.

They both smile at each other as they head out together.

---

Connor and Cordelia are out walking. He asks if she knows where she's headed.

She admits she doesn't know exactly, but for the first time since her return she feels like she has a purpose, a reason for being there. She just felt emptiness before, like she was waiting for something.

Connor sympathizes with that, saying "I know how that feels. Not knowing why you're here, what your place is in this world."

Cordy laughs, suggesting that's because he's 18 and assuring him, "If you make it past 21 things get a lot better."

He answers, "They already have."

She smiles, telling him he really is getting good with words.

Cordelia takes a turn down an alley, noting something about it is familiar to her.

Connor wonders if the familiarity stems from her vision.

Cordelia realizes it's the alley where Darla died. She tells Connor it's where he was born.

Suddenly, the towering, beastly demon from Cordy's visions bursts up from the ground, through the pavement, and stands before them. It has large horns that curve forward, cloven hooves and goat-like eyes. Its skin resembles the surface of cooling molten rock. The force of its arrival knocks both Connor and Cordelia to the ground.

Connor gets up and attacks it with the sword he's carrying.

The demon tosses him across the alley with little effort. It grabs Cordelia by the throat and lifts her off the ground.

Connor attacks it again, hacking at it once more with the sword which seems to have no effect.

The demon drops Cordelia and turns its attention to Connor.

Connor hits it a few times, but to no avail.

The demon backhands him across the face, sending him flying across the alley.

Cordelia shouts "No!" as the demon stalks toward her. She's on the ground, on her back, trying to crawl away from it.

As the demon reaches out to grab her, Connor shouts at it to stay away from her.

The demon stops, pauses, laughs, then jumps upward toward a rooftop and disappears.

Cordelia crawls over to a beaten and bloodied Connor.

---

At the hotel, Gunn is on the phone trying to find Fred.

Lorne is on another line dealing with another client. He hangs up and asks Gunn if he's had any luck finding Fred.

Gunn answers nobody has seen her.

Lorne figures she might have just sought cover considering what's going on.

Gunn decides to drive around for a while, see if he can find her that way.

Lorne offers to go along as an additional pair of eyes. He says he could use some fresh air.

Wesley enters the lobby, noting it does smell a bit in there, he'd suggest opening a window but considering what's going on outside, perhaps not a good idea.

Gunn tells him Fred isn't there.

Wes responds curtly, he didn't ask.

Gunn figures that's why he's there.

Wes asks where she is, since Gunn mentioned it.

Gunn isn't interested in answering.

Lorne suggests they both stow the measuring contest, they have more important things to worry about.

Wes realizes they've noticed the signs as well.

Lorne mentions the birds, snakes, blood.

Wes says he's noticed the same things and offers if they pool their information they may find an answer.

Gunn isn't interested. He's heading out to find Fred.

Angel arrives and stops Gunn from leaving, telling him they have to find a way to stop what's coming, and soon, or nothing else will matter.

---

Angel, Wes, Gunn and Lorne pore over the information they have including what Angel was able to get from Lilah. She provided what W&H managed to decipher of the information from Lorne's brain.

Wes is surprised Lilah provided the information.

Gunn wonders if they should trust her.

Angel doesn't think so but he does note she has self-interest at stake, stopping the "end of the world before it ruins Wolfram and Hart's end of the world."

Gunn asks what the plan is.

Angel tells him they pull together the information, figure out what it means, "then do something large and violent."

Wes sarcastically notes it's obvious Angel has given the plan a lot of thought.

Lorne is amazed at the amount of information W&H pulled from his brain.

Angel tells him he'd be dead if they hadn't extracted the info.

Lorne caustically requests Angel remind him to send them a "fruit basket." He gets up to answer the phone.

Angel asks if he's logged all the calls.

Lorne acknowledges he has.

Angel directs him to mark the locations of all the calls so they can see if there's a pattern. He knows whatever Cordy is seeing in her visions, the key is in the information they have.

As they look over the paperwork, Gunn is ready to give up.

Angel urges them to keep looking.

Wes agrees with Gunn, he thinks it's pointless.

Angel reminds them that's all they have to go on.

Wes thinks they must be missing something because he can't make sense out of what they've got. It's a myriad of non-related glyphs, languages and archaic symbols.

Angel asks if any of it is familiar.

Wes looks it over and offers, "heat, fallen, shrine, flesh." He can't make it fit in any cohesive way.

Gunn suggests a break as he gets up and stands behind where Wes is sitting.

Angel says they have to find the answer, whatever is coming, it's coming soon.

Wes thinks they should have gotten on this sooner. As he looks through the drawings, he offers that no matter how much time they spend on it, they'll never figure it out based on what they have.

Gunn peers over Wesley's shoulder as he looks through the papers, something gets his attention.

Wes asks what he sees since nothing is obvious to him.

Gunn tells him he's looking too closely as he lines up one sheet of paper next to another, forming a continuation of one main drawing.

They move the coffee table out of the way and lay all the papers on the floor, aligning them. Once they fit the papers together, like the pieces of a puzzle, they notice the drawings form a symbol.

Gunn asks what it is.

Angel answers, "The Eye of Fire."

Wes clarifies that it's an ancient alchemical symbol for fire.

Angel adds, "and destruction."

Gunn notes that the fire part was enough to get his attention.

Lorne calls their attention to a map on which he's marked the locations of the various events and drawn lines, linking them. The pattern forms the shape of the symbol in the papers.

---

Fred is at the restaurant she and Gunn used to frequent, drinking coffee. The waitress tells her she's cutting her off after the most recent cup, she's afraid she'll be bouncing off the walls if she keeps sucking up the caffeine. She asks Fred why she doesn't just call him, noting she's been there all day, he's probably worried about her.

Fred doesn't know what to say to him.

The waitress thinks "Hello" would be a start. She's seen the way Gunn looks at Fred when they came in together. She's sure he'd do anything for her.

Fred sadly notes, "I know." The waitress reminds her whatever is going on, it can't be that bad if they've got love between them.

An earthquake rattles the restaurant as Fred and the waitress dive under the table for cover.

---

At the loft, Cordelia tends to Connor's wounds as they both note the tremor and debris falling from the ceiling. The shaking stops. Connor wants to leave, determined to stop the demon.

Cordelia pulls him back down, sarcastically noting she's sure that killing Connor would slow it down.
She notices deep bruising on his ribs and observes he may have broken a couple.

That comes as a surprise to Connor who notes, "I've never been broken, not even in Quor-toth. I didn't think I could be."

Cordy feels it's her fault Connor got hurt. He was helping her because she thought she still had a "higher purpose", that her being there could make a difference. She figures she knows better now.

Connor tells her she knows only that the demon can hurt her. He promises her that if it tries to hurt her again, he'll find a means to kill it.

---

At the hotel, Angel finishes reviewing what they know.

Wes points out that based on the alignment of events, they've discovered the focal point of the disturbances.

Another tremor rattles the hotel.

Angel knows whatever the source of what's happening, they'll find it at the focal point location.

Gunn recognizes the area on the map, noting it's the "Kimble Building" that was remodeled with a club on the roof. He can't recall the name of it.

Lorne remembers hearing about it, saying it's a hot spot for the hip; actors, models, etc.

Wes realizes, "a shrine of the flesh."

As Angel and Gunn stock up at the weapons cabinet, Lorne suggests maybe they should wait until they have a plan to stop it.

Angel has a plan, if it's alive, they'll kill it. If it's dead, they'll bury it.

Angel tosses a crossbow to Wes and asks if he's coming.

---

Angel, Gunn, Wes and Lorne arrive at the rooftop club where they find the demon surrounded by corpses arranged to form the "Eye of Fire" symbol. It's holding the body of a young man off of the ground, by the leg.

Lorne's thinking he needs a bigger weapon.

The demon tosses the guy he's holding across the rooftop.

Angel charges it with his sword as the others take up positions for the fight. He chops at the demon several times with the sword, but it doesn't cut into the demon's tough skin.

The demon gets the sword away from Angel then punches him in the face, sending him flying through the air, crashing through a pillar which crumbles and partially collapses on top of him.

Gunn tosses his ax at the demon who catches it in midair, bends the head of it and throws it back at Gunn. Gunn manages to dive out of the way and avoids being struck.

Angel gets back up, armed with a small ax in each hand. He rushes the demon, chopping at it while trying to avoid getting pummeled. Again, the blows from the weapons have no effect.

Wes fires two arrows at the same time from the crossbow.

The demon casually knocks them aside. The arrows both hit Angel, one in the stomach, one in the shoulder. He doubles over, dropping the axes.

The demon looks from Angel to Wes as Wes frantically works to reload the crossbow.

Lorne loads his own crossbow and prepares to fire as the demon tosses Angel across the rooftop.

Gunn gets up, grabs the sword Angel was using and goes after the demon. He hacks at it repeatedly, but makes no progress.

The demon deflects many of the blows but those it doesn't don't succeed in penetrating its tough hide. It grabs Gunn by the throat and gives him a toss.

Wes gets up and pulls a couple of handguns out of his coat. He fires both at the demon until they're empty.

The demon isn't impressed and shows its contempt for his efforts by casually pulling a bullet from its skin the way someone would pick lint off of a sweater.

Wes drops the empty handguns and pulls a shotgun out from under his coat. He fires it repeatedly, hitting the demon in the chest and face.

The demon sinks to its knees.

Wes moves in for the kill shot.

The demon looks up, casually slaps the shotgun out of Wesley's hand, then tosses him across the roof.

Angel suggests it not gloat yet, as he pulls the arrow out of his shoulder and announces, "We're just getting started."

He lunges at it, fighting it with only his fists and feet.

The demon sends him flying through the air, somersaulting backwards.

Angel lands on a ledge, morphs into vamp face and jumps down, attacking the demon again.

Fight continues.

Angel manages to eject a stake from the wrist device he's wearing. He tries to forcefully drive it into the beast's eye but the demon grabs him by the wrist, stopping him. Angel struggles against it, trying to force the stake in but the demon is too strong.

The demon breaks the stake off of its mount and shoves it into Angel's neck.

Angel's face is a mask of pain as he morphs back into his human visage. He gasps as he chokes on the blood flowing from his mouth.

The demon asks Angel, "Do you really think she's safe with him?"

Gunn shouts, "No!" as the demon throws Angel off of the roof.

Gunn starts to charge the demon who stands in the center of the symbol formed of corpses, slams its fist onto the ground, igniting the bodies.

The explosive force of the ignition sends Gunn and Wes flying across the roof and Lorne crashing through the skylight to the level below. The flames spread inward and engulf the demon which then disappears.

Wes pulls himself to his feet and helps Gunn.

On the ground below the rooftop, Angel gasps in pain, rolls over and pulls the stake out of his neck. He remains lying on his back, gasping and bleeding.

A tornado of fire lifts to the sky from where the demon was standing. The sky turns orange as fireballs rain from it.

---

At the loft, Connor and Cordy watch the rain of fire from the window. Connor wonders what's happening.

She doesn't have any answers.

He thinks it's the demon.

She tells him they can't be sure of that.

He feels he should have tried harder to stop it.

She reminds him it was too strong, it's not his fault.

Connor wonders if maybe it is, pointing out it erupted from the ground in the place he was born. He wonders if he's the reason it's there.

Cordy doesn't believe that and tells him so.

Connor knows he isn't supposed to exist, the offspring of two vampires. He's afraid it all ties together.

Cordy tries to reassure him that's not the case.

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

She says she does, "in my heart." She caresses his face and tells him, "It's not you, baby. It's not you." She moves in closer until they kiss, tentatively, gently.

Connor stops and asks her why.

She answers that she doesn't think it matters anymore. She knows how he feels about her. She continues stroking his face as she quietly says, "When I think about what you've -- You never had a childhood or a family or friends or anything that's real. And if this is the end, I want you to have something that is."

She puts his arm on her waist as she kisses him.

The kissing gets more intense for both of them as their passion is framed by the fire raining outside of the window.

Lorne watches the fire rain down from behind a window at what's left of the rooftop club.

Wes maneuvers an unconscious Gunn to a corner of the roof where they're shielded from the fireballs and watches.

Fred watches from inside the restaurant.

Lilah watches from her office at W&H.

At the loft, Connor and Cordelia make love.

Angel sees it all from a nearby rooftop as he looks through the loft window.