"Smile Time"

S5/EPISODE 14

Written by: Ben Edlund &
Joss Whedon
Original Air Date: February 18. 2004

Tommy watching Smile Time
A young boy is sitting on the couch, dressed in his pajamas with a digital thermometer sticking out of his mouth. He's watching a puppet show on television. His mother, dressed in a waitress uniform, is on the phone telling her mother her son is sick, her shift starts in half an hour, she doesn't know what to do. She removes the thermometer from the child's mouth and continues the phone conversation as she leaves the room.
Polo urges Tommy to the tv
As the puppets sing, one of them, Polo (a boy puppet wearing a baseball cap, turned backwards), walks up to the television screen and presses his hands against it. He looks to the side, noting the child's mother has left the room. He looks back at the child, Tommy, telling him he knows what to do.

Tommy shakes his head no.
Polo demands Tommy come to the set
Polo tells him he shouldn't break a promise, "You don't want to be a bad apple, do you?" He coaxes, "Come on, you know 'Smile Time' isn't free." His appearance becomes more sinister, his tone threatening, "Now get over here and touch it."
Tommy touches the tv
Tommy gets off the couch and walks toward the television as Polo continues encouraging him. Tommy puts his hands on the television screen. His face turns pale as a purple glow surrounds his hands sending energy to Polo who seems to be having the equivalent of a puppet orgasm over the experience, "Oh! Oh. Ah, that's it. Oh yeah. Good boy, Tommy."

Polo grunts a couple of times, Tommy's eyes roll back, he falls to the floor.
Polo notices Tommy's mom returningTommy collapses
Polo notices the boy's mother returning to the room and rushes to join the other puppets who are still singing. The mother turns toward the living room and sees her son lying on the floor in front of the television, his eyes open wide, his mouth twisted into a creepy smile.


Fred looks through the file
In the lab at W&H, Knox enters, carrying a thick file folder. He presents the folder to Fred, telling her the courier dropped it off, it appears to be medical.

Fred takes the folder and thumbs through it, apparently expecting its arrival.

Knox asks what it's about.
Knox wonders what Fred thinks
Fred tells him over the past three weeks, 11 children between the ages of five and eight have been hospitalized after collapsing and none have woken up. She thinks the cause may be mystical.

Knox wonders why she thinks so.
Knox looks at the picture
She shows him a picture of Tommy from the folder, in a hospital bed, his face contorted into the twisted grin.

Knox looks at it, suggesting, "Could be the Joker."
"From the comic books?"
Fred gives him a look.

He continues, "From the comic books?"
Fred isn't interested in the Joker theory
Fred doesn't seem too interested in his theory.

He offers he was just "trying to think outside the box."
Knox notes he didn't take the discount
Fred finds a greeting card tucked in the pile of papers. She opens it, looks at it then looks at Knox.

Knox says he knows Valentine's Day was a bit ago, but "I didn't take the discount on the card."
Fred, uncomfortable
Fred smiles and offers thanks, a bit uncomfortable. She reminds him they talked about this.
Knox, disappointed
Knox had hoped they could talk about it again.

Fred tells him she's sorry, but he has work to do as she hands him some things, including his card.

A disappointed Knox agrees he does and walks away.


Nina arrives at W&H
Nina ("Unleashed") steps off the upper floor lobby elevator and looks around, observing a demon grunting on his cell phone as he walks past.

Angel comes down the steps and greets her, asking if she came for the W&H "bed and breakfast."
Nina, Angel chat
As a female employee steps up and hands Angel some papers to sign, Nina notes the full moon will be visible in 38 minutes, she had a little trouble getting out of the house.

Angel realizes she hasn't yet told her sister, Jill, about her werewolf condition.
Nina admits she hasn't revealed her secret
Nina admits it's not an easy subject to bring up in casual conversation. As they walk together, Nina says she told her sister she was going camping in the desert again. Jill is starting to think she's turned into a "new agey, moon worshipping, Wicca person."

Angel offers Jill might be relieved to find out Nina is just a werewolf.

As they pass Harmony's desk, Harm stands and tells Nina her "suite" is ready.
Angel offers to escort Nina himselfHarm watches Angel, Nina leave
Angel puts his hand on Nina's back as he tells Harm it's okay, he'll escort her. They continue on their way.

Gunn walks up to Harm's desk, asking if she got a receipt for a case filing he submitted.

Harm thinks on it a minute, then remembers the court clerk's office called, saying Gunn had filed the wrong papers.
Gunn, upset by his mistake
Gunn is disbelieving, "What?"
Harm looks through the paperwork
Harm looks through the papers on her desk, "Yeah, you filed a motion for a change of venue instead of a motion to dismiss."

Gunn looks a bit troubled by that.
Gunn leaves Harm's desk
Harm continues, "Unless you meant to do that. Some kind of tricky lawyer maneuvering you're trying to pull. That it?"

Gunn goes with that explanation, "Yeah. Keep 'em on their toes." He walks away, disturbed by the conversation.


Angel escorts Nina to her cell
Angel escorts Nina through the outer door of the cell area. He observes she seems to be getting accustomed to the routine.
Nina admits she kind of likes visiting
As she steps into the cell, she admits she's starting to kind of like the stay overs, "Not the going hairy part, but, I don't know, coming here.. There's always something interesting going on." She looks away from him, "And getting to see you. I look forward to that ... you ... all month actually."
Angel, a little nervous
Angel suddenly gets very uncomfortable, "Uh ... um ... I should probably close the cage." He slides the door shut as Nina asks, "What?"

Angel explains it's "an insurance thing." He makes his exit, "Okay .. um ... bye."
Nina invites Angel to breakfast
As he heads out the door, Nina stops him. She stammers a bit then finally asks what he's doing for breakfast the next day.
"Oh, you know, drinking blood"
Angel answers, "Oh, you know, drinking blood."

Nina ponders that, "Right. Yeah."
"See ya"
Angel bids her farewell with "See ya" and leaves.

Nina seems a bit frustrated.


Angel tells Wes about the invitation
In Wesley's office, Angel tells him Nina invited him to breakfast.

Wes continues looking over some papers on his desk as he asks what Angel's answer was.

Angel admits he changed the subject and locked her up.
"Sorry, what?"
Wes looks up from the materials on his desk, "Sorry, what?"
Angel has concerns
Angel explains, "It wasn't just breakfast, you know, it was .. uh ... breakfast. I mean, here we had this very good, very platonic thing going on and then all of a sudden, out of the blue --"
Wes explains 'signals'
Wes steps away from his desk to retrieve a scroll, asking Angel if he's blind, "Angel there are things called signals. Odorless, yes. Invisible, certainly. But unmistakable. Like the ones she's been casting your way for months."

Angel is sure he would have noticed.
Wes explains the women have noticed
Wes walks around to the front of the desk, assuring him this doesn't come from him, it comes from those who know, the women.

Angel asks about that.

Wes answers, "Fred, Harmony ... the girls in transcription. As Harmony put it, 'Why else would a chick who's coming in to spend three nights in a jail cell dress like it's her first date?'" Wes sits on the edge of the desk.
Angel, concerned
Angel freaks a bit, "Oh, God. The ladies are right! Nina's down there right now turning into a werewolf and liking me. I don't ... can't .. I have no time for that kind of ... I have no right. I mean, look we all know what happens if -- "
Wes asks about happiness
Wes asks if what, if Angel has one moment of perfect happiness?

Angel confirms that, "I turn back into Angelus and we don't want that!"

Wes scoffs.
Angel wonders what Wes is getting at
Angel asks what?

Wes answers, "99.999 ad infinitum percent of the best relationships in the recorded history of the world have had to make due with acceptable happiness."
Wes expresses himself
Angel starts to say something but Wes cuts him off as he gets up from the edge of the desk, "Hiding behind your gypsy curse when there's a beautiful, engaging -- all right, occasionally hirsute, young woman who actually wants you?"

Angel says it won't happen.

Wes wants to know why not.
Angel says he's not that guy
Angel states his case, his voice raised, he isn't that guy, "That guy is charming and funny and ... emotionally useful. I'm the guy in a dark corner with the blood habit and the 200 years of psychic baggage."

Wes shouts, "Get over it!"

Angel asks why Wes is yelling at him.
Wes reckons Angel should go for it
Wes becomes reflective, telling him if there's a woman who he finds attractive, "who you think about, lets say, most of the time, who represents even part of what you think makes the world worth fighting for and who doesn't view you as an entirely sexless shoulder to lean on, you have to do something about it."
"Who are we talking about here?"
Angel looks at him quizzically, "Who are we talking about here?"

Wes says, "Fred" as he notices she's come in to his office.

Fred says she thinks she has a case.

Angel is grateful for the change of subject as he takes the folder from her, "Thank God."
Fred sums up the case
As Angel looks through the folder, Fred sums up the case of the comatose children with the twisted grins.

Wes asks if she thinks the cause is mystical.
Angel realizes it's about the tv
As Fred explains the testing she's done, Angel mutters, "TV". He notes the parents had said the kids collapsed between 7:00 and 7:30 a.m. and they were all found in front of a television set.
Fred wants to follow up on the pathology
Fred realizes there might be something in that, but she still wants to follow the pathology.

Angel is good with that, he'll follow up on the new lead. He notes, with relief, he'll have to clear his schedule, the kids need help. He leaves.

Fred is a bit surprised how quickly Angel "jumped" on the case.
Fred reckons it's about time Angel caught on
Wes notes Angel is a little "jumpy", he's just realized Nina has feelings for him.
Wes agrees Angel can be dense
Fred observes it took long enough.

Wes agrees, "He can be rather dense." He returns his attention to the materials on his desk.
Fred mentions her car is in the shop
Fred sticks around, trying to make conversation. She mentions her car is in the shop, she was thinking perhaps she and Wes could --
Wes calls for a driver
Wes, totally missing the point, picks up his phone and requests a driver to take Fred home.

Fred's expression falls.


Angel, LorneLorne goes through the papers
Angel is in his office with Lorne, who observes "Nina definitely wants a piece of Angel cake."

Angel doesn't want to hear it, preferring Lorne stick to the job.
Lorne figures it out
Lorne looks over a paper he's holding. He notes the 7:00 to 7:30 a.m. time frame. He tells Angel about a show airing in that time slot which fits the affected demographic.
Angel asks the name of the show
Angel asks what it's called.

Lorne holds up the picture of a grinning Tommy in the hospital bed, "Smile Time."


the janitor walks pastthe janitor remains oblivious
Angel arrives in the building housing the offices and studio for "Smile Time." As he walks down the hall, he notes a janitor coming down the other end of it, pushing his cleaning cart. He stares blankly ahead as he approaches. Angel holds his hand out in front of the guy's face and waves it back and forth, but he continues walking past, oblivious.
Angel enters the office
Angel enters an office. A low, rumbling sound can be heard in the background. There are various "Smile Time" props strewn about.

Angel walks further in, then pauses a moment, apparently affected by something. He shakes it off and looks around, then walks further into an inner office.
Angel notices the file cabinetAngel stops outside the door
He notices a file cabinet against the far wall and approaches it. He slides it aside, revealing a hole in the wall behind it that leads into a tunnel going deeper into the building. Angel enters.

He stops in front of a large, padlocked metal door. A single light comes on, illuminating a sign that says, "Don't".
the mystery man the "nest egg" opens
Angel breaks the lock, slides the door open and enters cautiously.

Inside, he finds a heavy set man, seated, dressed in slacks and a grungy white wifebeater. He has a towel draped over his head. His arms shudder as he weakly tries to give a warning, "You shouldn't be here."
Puppet AngelAngel gets zapped
Angel looks up to observe a large, egg shaped object mounted above the man. The object opens, a blast of bright light shoots from it, sending Angel flying backward into a stack of boxes. The stack collapses, burying him. The object closes.

Angel pulls himself to the top of the pile of boxes, looks at his hand, and realizes he's become a puppet.


Fred takes a call
In the lab, Fred gets an urgent call from Angel. She starts to tell him what she's discovered about the mystery illness that's affected the children, she thinks perhaps it isn't mystical after all.
Fred realizes it's important
Angel keeps trying to get her attention as she rambles on about a suspected pathology route she's following, "Fred?"

Fred keeps talking.

Angel finally gets loud, "Fred! Believe me, it's mystical."


Fred, Gunn enter Angel's office
Fred, Wes and Gunn arrive in Angel's office. Fred asks if he's okay.

Gunn notes he sounded strange on the phone.

Wes agrees with that, asking if there's a problem.
Angel reveals his puppet self
Angel is in his chair behind the desk, his back to them, "Oh, there's a problem." He turns the chair to face them revealing Puppet Angel to the gang. Everyone is stunned.
everyone is a bit stunned
Wes asks if it's really Angel.

Fred looks at him, "Oh my God! Angel, you're --" She walks over to him, "Cute!" She laughs.
"Fred, don't"
Angel puts his hand to his face and turns away, telling her "Fred, don't."
Fred tousles Angel's hair
Fred can't help herself as she coos, "Oh, but the little hands .. and the hair .." She tousles his hair, he doesn't like it.

He jerks away from her, "Hey! You're fired." Fred frowns.
Lorne gets his first look at the puppet
Lorne comes in, apologizing for being late, he wonders, "What's with the big ..." He notices Angel behind the desk, "Puppet?"

Angel grumbles as he looks down at his hands.
Wes wonders what happened
Wes asks what happened.
Angel explains
Angel tells them he isn't sure, he went to "Smile Time" the previous night, he thinks their office is under a spell of some sort. He says he could feel it trying to get at him, he shook it off, then met a guy with a towel on his head and something exploded. When he came to, he was a puppet.

Wes reckons it's a hex of some kind, "or a powerful .. warding magic."

As they all try to suppress laughter, some are more successful than others. Lorne offers maybe it's, "Some type of puppet cancer."
"Hey! It's Smile Time!"
Angel shouts, "I do not have puppet cancer!" He tells them this is serious, he's a puppet and there are children's lives in danger. He gasps as he notices the clock on his desk, "Hey! It's 'Smile Time'!" He runs into the conference room.
Wes, not sure what to think
Wes watches, not sure what to make of this.
"Stupid, plastic piece of crap!"
In the conference room, Angel futzes with the remote control for the television, trying to turn it on but the buttons are too small to work with his four pudgy puppet digits. He gets frustrated as he bangs the remote against the conference table, "Stupid plastic piece of crap!!" He turns to notice the others have joined him and are staring. He asks, "What?"
"What?!?"
Lorne assures him it's okay as he takes the remote.

Wes notes the transformation "may have altered your stress-response mechanism."

A frustrated Angel wants to know what that means.
Gunn explains the porportionate excitability thing
Gunn explains, "He's saying that you have the proportionate excitability of a puppet your size."
Fred wants the show taped
Lorne turns the television on to "Smile Time". Fred picks up the phone and tells someone to tape it, she wants it analyzed. The others watch as the puppets sing a song about self-esteem, led by a guitar strumming dog named Groofus. ("Self esteem is for everybody! Self esteem is for everyone! You can dream and be anybody, but self-esteem is how you get it done!")
Angel, getting angrier"Red alert?"
Angel watches, his brow furrowing more and more deeply, his frown intensifying, as he seethes. He finally orders Wes to get the Special Ops team on red alert.

A surprised Wes asks, "Red alert?"
Angel wants choppers and tear gas
Angel isn't finished, he wants helicopters and tear gas, "This is war!!"

Lorne tries to calm things, "Angel, baby ... muppet, pumpkin .. uh .. this show is number one in its time slot. Tykes love it all across the Southland. We can't just toss a jihad at their studio."

Angel concedes Lorne is right. He asks who runs the show.
Lorne calms things
Lorne tells him the man's name is "Gregor Framkin". He started it all in his garage with a glue gun and a couple of old couches. Now it's a "puppet gold mine."

Angel directs Lorne and Gunn to pay Framkin a visit, put on some pressure, see if they can break him, let him know they're onto him. He tells Wes and Fred he needs them to discover what Framkin did to the kids, and to him [Angel].
Angel wants his condition kept secret
As everyone heads out, Angel calls to them. He tells them his "condition" is "classified until further notice." They leave the conference room.
Angel heads back into the office
Angel puts his hand to his face as the "Smile Time" puppets on the television continue singing the self-esteem song. He watches a moment, then goes back into his office. He picks up a remote control, sighs then gasps as he hears the office door open and Nina calling his name. He manages to hit the 'off' button on the remote to turn off the television in the conference room, then tosses the remote into midair and dives over the top of the desk, then under it, hiding.
Nina, looking for Angel
Nina comes in to the office, calling for Angel.
"Damn it!"
He knocks the trash can over and mutters, "Damn it!"

Nina looks toward the sound of his voice and curiously asks if he's under his desk.

He answers, "No, I --" He adds resignedly, "Yes." He asks if there was something --
Nina
She says she can see he's ... busy. She just wanted to say that if her offer the previous night was a problem --

He assures her it wasn't.

She wonders why he won't look at her.
Angel, under the desk
He answers, "Cause I'm under my desk?" He asks if she'd mind leaving.

She agrees, apologizing.

Angel groans as he pulls himself up from behind the desk.
"Look at you"
Spike comes in, "Hey big guy. Need another car. Afraid this last one ended up in the drink." He looks toward the desk and notices something is different about Angel, "Look at you."
"Spike, just turn around and walk away"
Angel is firm in response, "Spike, just turn around and walk away."

Spike isn't listening, "You're a --"

Angel shouts, "Spike!"
"You're a bloody puppet!"
Spike finishes his thought as he starts to laugh, "You're a bloody puppet!"

Spike comes crashing through the office doors into the lobby, having a throw down with the pissed puppet clinging to his chest. Spike ends up on his back on the floor, laughing, "You're a wee little puppet man!"
One pissed puppet
Angel punches him in the face.
Spike, not laughing anymore
Spike laughs.

Angel hits him again.
Angel lands on his feet
Spike stops laughing, "Ow!" He's had enough. As the crowd in the lobby looks on, Spike tosses Angel up into the air. Angel lands on his feet. Spike asks what happened to him, noting he looks ridiculous.

Angel tells him to leave.

Harmony stares, "Oh my God, Angel, you're a --"

He points a finger at her, "Shut up!"
Harm realizes best to shut upAngel wonders what everybody is staring at
Harm shuts up.

He looks around at the crowd staring and asks what they're looking at.

Nobody says anything so Spike is willing to answer, "They're looking at the wee little puppet man."
"They're looking at the wee little puppet man"Angel bites down on Spike's arm
Angel launches himself at Spike and bites down on his forearm. Spike tries to shake him off, then tries smashing him into the wall but Angel keeps hold. The two of them end up in the elevator. The doors slide shut as the sounds of a fight inside can be heard in the lobby.
Angel exits the elevator
The elevator doors slide open. Angel exits as he brushes himself off. Spike is on his butt in the elevator, his back resting against the side of it. He wipes blood from his lip.
Angel, doing the broody walk
Angel looks at the gathered crowd of employees, "Yes, I'm a puppet. Doesn't mean you don't have work to do." He walks past them, head down, his hands in his pockets.

Spike gets to his feet and follows.
"You heard the puppet"
As Angel walks past Harm's desk, he tells her to get his call list, "And Spike needs a car."

Spike looks at Harm, "You heard the puppet."


Gregor Framkin (played by David Fury)Lorne, Gunn
Wes and Lorne arrive at Gregor Framkin's office. He greets them cheerfully as he sits behind his desk working on repairing a puppet.

Gunn starts to tell him they've been tracking an epidemic.

Framkin asks if they're interested in cocoa.
Framkin offers cocoa
Lorne thinks that sounds good.

Gunn nudges him firmly.

Lorne thinks better of it.
Lorne is flattered
Framkin knows they're from W&H, he's heard of it and of Lorne.

Lorne is flattered as he looks at Gunn and smiles.
"... despite your unfortunate deformities"
He isn't so flattered as Framkin continues, "So much accomplishment despite your unfortunate deformities."

Lorne's smile fades, "Deforma -- what?"
Gunn makes a threat
Framkin says they have a song at "Smile Time" that reminds him of Lorne's "courage and pluck", the song is called "Courage and Pluck." He sings a few bars before Gunn cuts him off, telling him they're onto him, they intend to shut him down.

Framkin casually asks on what grounds?
Gunn gets confused
Gunn starts to ramble off the legal speak but becomes frustrated as he has some problems with it, "Well, for starters, violations of the provisions of 5 ... 5 ... 6-8C, set forth in chapter .. 15 of the children's ... TV thing!"

Framkin looks at him, perplexed.

Gunn sums it up, "You turned my boss into a frikkin' puppet."
Framkin makes threats of his own
Framkin disagrees, assuring Gunn if they intend to pressure him or extort money or do any of the other things W&H is famous for, they're in for a fight.
Lorne is fine with that
Lorne tells him a fight is fine with them, they'll let the world know what Framkin is up to.

Framkin notes he brings children joy and laughter, they bring acquittals to the obviously guilty and tax breaks for nasty corporations. He doesn't think the world wants to hear from them.
Gunn's heard enough"No name calling at 'Smile Time'"
Gunn tells Lorne they're leaving, "We're through talking to this hump of garbage."

Framkin wags a finger at them, "No name calling at 'Smile Time'!"

Lorne looks back, "Bad person!" They leave.
Polo pulls his hand out of Framkin's backPolo calls a meeting
Framkin sings to himself as we see he's being operated by Polo. When Polo pulls his hand out of Framkin's back, he collapses onto his desk.

Polo picks up the phone, ordering everyone into the office, they have a problem.


the puppets gather for a confab
The puppets are gathered in Framkin's office. Framkin is still slumped over his desk.
Polo pours a drink
Polo has a question as he pours himself a shot of 'Jack Daniel's', "Okay, which one of you short-bus bastards turned the CEO of Wolfram and Hart into a puppet?"
"Ratio"
The puppets deny it. The life-sized purple puppet, Ratio, who has no mouth, just a party horn where his nose would be, toots a response.
Groofus agrees with Ratio
Groofus, the dog puppet, reckons Ratio is right, Angel must be the one who got into the "Don't room" the night before. Ratio toots again in response. Groofus acknowledges that's what he meant, Angel must have messed with the "nest egg."

Polo is irritated, "Stupid jackass. Might as well walk into a nuclear reactor and lick the core." He yells, the nest egg isn't to be messed with.
the girl suggests spell removal
The girl puppet suggests they could remove the spell from a couple of their workers, so they could see intruders.

Groofus agrees with that, "Damn zombies can't even work a camera."
Polo says it doesn't matter
Polo says it doesn't matter, the nest egg has enough power to maintain their "cloaking spells", make their connection with the children and even turned Angel into a puppet.
the girl figures they're in for an ass kicking
The girl puppet reckons that is going to bite them in the ass.

Polo offers it won't, if their asses aren't there to be bitten.

She asks what that's about.
Polo
Polo explains Ratio perfected their system. Instead of draining the life-forces one child at a time, when they go on the air next time, they can take out all of the viewers in the desired demographic at once.

The puppets are impressed.
Groofus is looking forward to the show
Groofus is looking forward to the show, noting he's been working on a new song "about the difference between metaphor and analogy."

Polo tosses his mug at the dog's head asking him if he's insane, "We eat babies lives!"

Groofus is defensive, "And uphold a certain standard of quality edu-tainment."
"Screw edu-tainment .."
Polo doesn't care about that, "Screw edu-tainment. The life-force we're pulling out of these snot-nosed kids is 100% pure innocence, dickwad! You have any idea of the street value that carries in hell?"
Ratio makes a comment
Ratio toots.

Polo agrees, they're going to be rich, enough to build their own "Hades."

Groofus likes the sound of that.

Polo tells the others they'll torch the offices after the show and get out of town.
Framkin wants to dieFramkin gets Polo's hand shoved in his back
Framkin mutters weakly, he wants to die.

Polo asks if he's saying he wants "to talk to the hand." He rams his hand into the hole in Framkin's back. Framkin sits up and screams as the puppets enjoy the show.


Nina is interrupted
In the cell at W&H, Nina starts to undress, preparing for her full moon transformation.

Angel calls her name.
Nina
She stops undressing and turns, "Angel?"
Angel stays hidden
He remains hidden behind the corner, "Yeah, sort of." He offers an apology for the way he treated her in his office earlier.

Nina says she understands.
"Pretty sure you don't"
Angel mutters, "Pretty sure you don't."

Nina says he has a lot going on, the last thing he needs to deal with "is a crush from monster girl, some charity case you were nice enough to --"
Angel reveals himself to Nina
Angel interrupts her. He sighs heavily then steps around the corner, in front of her cell so she can see him.
"Oh"
Nina considers the sight before her a moment, "Oh."

Angel tells her he was turned into a puppet the night before.

Nina isn't sure how to respond to that, "I, uh ... wow. Are you -- Are you okay?"
"My nodz cumbs ov"
He mumbles, "I'm made of felt." He tugs at his nose which comes off in his hand and adds (sounding like his nose is stuffed up tightly), "And my nose comes off." He presses it back on.

Nina doesn't know what to say.
Angel says the gang is working on the problem
He steps closer to the cell bars and tells her his people are working on it, he's confident they'll solve the problem, eventually. He says he didn't mean to upset her earlier, he didn't want her to see him like that, "It's a little .. uh .. embarrassing, I guess."
Nina likes the vampire thing
Nina notes she'd call it "a little insane" but wonders what Angel cares about what others think? "You're you, you know? You're this -- I mean, God, you're an actual hero and .. I don't know .. this may sound cliché coming from an art school chick, but the vampire thing's kinda sexy."
Angel says it's not how he feels
Angel says it sounds good, but that isn't how he feels.

Nina knows that, that's why she likes him.
Angel admits he misses things
Angel sighs, admitting he's not very good at this. He turns his back to her, leaning against the cell as he continues, "I've spent so much time worrying about the past, and the future, and my very complicated life ... It's been awhile since I looked up and really saw what was going on around me. It's not my strong suit, you know? But I'm working on it. I'm paying better attention to --"
Angel gets clawed by the werewolf
Angel's comments are cut short by a growling Werewolf Nina reaching a paw through the bars and embedding her claws into Angel's head. As she pulls him back toward the bars he shouts, "No! No, Nina! Bad Nina!"

Felt and puppet stuffing go flying as Angel screams.


Lorne hears a moanAngel collapses to the floor
As Lorne walks up to his office door and reaches for the handle he's distracted by a groan. He looks down the hall and sees a staggering, tattered Angel puppet, holding his stuffing in one hand. Lorne reacts, "My little prince!" and rushes to Angel as he collapses to the floor.

Lorne scoops him up into his arms as he asks what they did to him.
Lorne calls for helpAngel with his stuffing hanging out
Angel answers weakly, "Nina .. tried to ... eat me."

As Lorne carries Angel down the hallway he shouts, "Doctor! Is there a Geppetto in the house?!?"


Dr. Sparrow with his patient
Gunn enters a medical treatment room where Dr. Sparrow is finishing up with a patient. As the man stands, Sparrow gives instructions to keep the glasses on for a week to give his new retinas time to adjust. He'll see the patient again in 14 days. The man departs.

Sparrow looks at Gunn, "X-ray vision. Very now."
Gunn tells Sparrow there's a problem
Gunn tells him there's a problem with the upgrade Sparrow gave him.
Sparrow checks Gunn out
The doctor doubts it but he's willing to take a look. As he examines Gunn's eyes, he notes it's true, the "imprint" is fading, the modifications are almost completely reverted.

Gunn says he's losing all of it; the languages, the law, the strategies.

Sparrow notes, "Acute 'Flowers for Algernon' Syndrome."
Gunn wants the problem fixed
Gunn takes a seat in the chair, telling Sparrow he wants it fixed.
Sparrow isn't willing to help
Sparrow isn't anxious to help, "No offense, counselor, but your insurance plan wouldn't cover what I charge to wash my hands. You were given that upgrade because the Senior Partners wanted you to have it. And if you're losing it, well, they wanted that too."

Gunn doesn't understand why they'd do that.
"You never know with them"
Sparrow chuckles, "You never know with them."

Gunn is desperate, "I can't lose this. This power, these skills, they've changed me. Given me ..."

Sparrow offers, "Meaning? And to have it taken away, it's heartbreaking. Though I do think Cliff Robertson captured the poignance of it more elegantly."
Gunn doesn't want to go back
Gunn stands, assuring the doctor he's not going back to who he was.
Sparrow has a problem
Sparrow turns and walks over to a console. As he absently pushes buttons on it, he tells Gunn he usually has side deals going on. He currently has a lot of money tied up in a shipment that's stalled at customs.

Gunn asks if it's drugs.
Gunn asks about the problem
Sparrow chuckles, no, he makes his own. He says it's just an "ancient curio" he hopes to turn a profit on. He turns back to Gunn, noting if he were to give him the permanent upgrade, Gunn could cut through all of his "red tape problems."
Sparrow would like to do business with Gunn
Gunn says he doesn't make deals with people like Sparrow.

The doctor assures him he doesn't make deals with people like Gunn either, "Not the person you really are. The ignorant street muscle, the high school dropout. I would, however, love to make a deal with Charles Gunn, Attorney at Law."


Wes, Fred watch Smile Time
In the lab, Wes and Fred watch the tape of "Smile Time", looking for clues. Wes notes it may be the lack of sleep, but he's starting to like the show.
Knox brings coffee
Knox brings in a couple cups of coffee, one for Fred and one for himself. It doesn't escape Wes' notice he was omitted. Knox apologizes, asking if he wanted one.
Wes turns his attention back to the tape
Wes declines as he turns his attention to the tape.

Fred suggests examining the tracks again.

Knox notes they've run the tracks through every filter they have, they're clean.

Wes informs him that's not how magic works.
"Really,  Merlin?"
Knox snipes, "Really, Merlin? Then how does magic work?"
Fred tells Knox to go home
Fred tells Knox she and Wes can handle it, he should go home, somebody will need to be awake enough to run the lab in the morning.

As Knox reluctantly departs, he turns back when he gets to the doorway.
Knox's view of Wes, Fred as he departs
Fred tells Wes she "loves this one" as they listen to the puppets singing on the tape. She hands her coffee to Wes who takes it. Knox leaves.

Wes asks how things are going with Fred and Knox.
Fred says it never went anywhere
She says things "started and stopped, actually."

Wes hands her coffee back to her, "Really?"

Fred says they went out a few times but --
Wes asks who stopped it
Wes asks if she was the one who stopped it.

Fred admits she did, saying Knox is nice but she thinks he's been working there too long and he doesn't make her laugh.
"You're looking for someone funny"
A dejected Wes turns his attention back to the tape and mutters, "I see. You're looking for someone funny."

Fred tries to explain, "A certain kind of funny, yeah. But .. I'm not really looking for so much as looking at --"
Wes notices something on the tape
Wes sees something on the tape, he tells her to back it up. They watch as the puppets sing. Wes mutes the sound which brings up the image of Polo with his hands on the screen.
Wes figures it out
Fred observes Polo isn't singing with the others, it seems he's talking to the viewers.

Wes alternates turning the 'mute' function on and off, explaining when the song is being sung it serves as a cloaking spell which allows Framkin to reach his target audience without being discovered by anyone else.


"Stupid fingers. Stupid string."
Angel is at his desk, grumbling and getting frustrated as he tries to sew up a werewolf slash in his coat but his clubby puppet hands won't work with the needle and thread very effectively, "Stupid fingers." The thread breaks, "Stupid string."

Wes and Fred come in. Wes tells Angel what they've discovered.
Fred asks what happened
Fred notices Angel is a little beaten up and asks what happened.

Angel brushes off the question, "Uh .. nothing. It's not important. D-Doesn't matter. Go on."

Fred explains the details, "It's a hidden carrier wave masked by a spell that turns the TV into a 2-way conduit with direct access to the viewer."
Wes fills in the details
Wes adds, "That's how he's been draining energy from the children and, judging from the strength of yesterday's signal --"

Fred finishes, "Framkin's ready to take out the whole audience."

Wes says the object Angel discovered in the room probably contains the children's life-force. They'll need to break the binding magic on it.
Fred reckons they can solve the problem
Fred reckons that will free the children and "reverse your puppet problem."
Angel gives Fred a hug
Angel snaps his head aside to look at Fred, then launches himself at her, wraps his arms around her legs and clings to her, "I love you guys."

He pulls himself together and steps back. He tells Wes and Fred they'd best get going. Framkin knows they're onto him, if he's ready to zap his audience, he's likely to be "pulling the trigger" for sure today.
Gunn returns, confident
Gunn strides into the office, back in confident lawyer mode. He says Framkin isn't the one behind it, the show is possessed." He explains, "'Smile Time's' ratings hit an all time low last season, Framkin made a deal with some devils to bring it back to number one."

Wes asks if Gunn is sure.

He is, "Every contract signed with the lower plane is filed with the Library of Demonic Congress, you just gotta know where to look. Pretty tricky legalese, too. Framkin must have missed some of the fine print."
Angel thinks he gets it
Angel reckons that allowed the puppets to take over everything.

Gunn adds Framkin will have been taken over as well. These demons have a specific mode of operation.
Gunn wonders if Fred's seen Happy Days
Fred asks if it's happened before.

Gunn answers, "You seen the last few seasons of 'Happy Days'?" He says if they want to take out "Smile Time", they need to take out the puppets.
"Well then, let's take out some puppets"Angel and the gang, prepared for battle
Angel is good with that as he retrieves a sword from the wall, "Well then, let's take out some puppets."

Power shot of Gunn, Fred and Wes striding down the W&H hallway, following a petulant puppet Angel who has the sword resting across his shoulders.


Hannah watches "Smile Time"
A young girl, Hannah, is sitting on the floor of her bedroom, watching "Smile Time". Polo greets the viewers as the other puppets sing, telling them today will be extra special if they all give a hand. He directs viewers to get up and come to the television.
Hannah puts her hands on the set
Hannah gets up and steps to the set, then places her hands on the screen.

Polo's expression changes from friendly to hostile as he draws the life-forces being offered, "Let it all go. After all, it's 'Smile Time'!"
Angel has other ideas
Angel, sword slung over one shoulder, perched on the roof of Groofus' doghouse, interrupts him, "No it's not. It's time to kick your ass all the way back to hell." Angel launches himself at Polo, fight ensues.

The crew stand around staring blankly, oblivious to the goings on.
Groofus, about to get his head lopped
Groofus complains Angel is ruining the show. Gunn swings an ax and decapitates him. The girl puppet screams.
Angel, Polo do battle
Angel and Polo continue their puppet smackdown. Polo knocks Angel into Groofus' doghouse. Polo calls to the others, "It's a full scale attack! Ratio! The nest egg!"

Angel reaches out of the doghouse, grabs Polo and yanks him inside. Fight continues. Ratio toots as he takes off, heading for the "Don't" room.
Wes begins the incantation
Wes and Fred arrive at the nest egg. Fred hands Wes a scroll. He opens it and starts reciting from it. The egg opens. Wes warns Fred not to look at it then returns to reading from the scroll.
Ratio grabs Wes
Ratio grabs Wes from behind, by the throat. Fred shouts for Wes, he tells her to keep reading as he fights with the purple puppet.

On the set, Angel kicks Polo out of the doghouse.
girl puppet goes for an eye gouge
Gunn raises his ax and goes after him. Before he can take a stroke with the ax, the girl puppet launches herself at Gunn, landing on his back. She flips him several rolls into the air and off of the stage. Gunn looks around but doesn't see her. She launches at him again, landing on his chest, trying to gouge out his eyes.

Hannah is still in front of the television set, her eyes closed, as the puppet battle continues.

Gunn finally gets the upper hand on the girl puppet and smashes her into the camera.
Fred keeps reading
Fred continues reciting from the scroll as Wes is getting hammered by Ratio. Fred keeps reading while keeping a wary eye on the fight.
Fred takes a shot
Ratio throws Wes across the room and retrieves a fire extinguisher. As he approaches Wes to hit him with it, he's suddenly shot, causing him to drop the extinguisher. Puppet stuffing flies out of him. He turns toward Fred who takes another shot, blowing one of his eyes out. Ratio toots and falls back.

Wes and Fred exchange an admiring look then Fred gets back to the scroll.
Angel with Polo in a choke hold
On the set, Angel and Polo are still going at it. Polo takes a punch, "I'm going to tear you a new puppet hole, bitch!" Angel kicks him, knocking Polo to the ground. He gets on top of him and chokes him, slamming his head into the floor.

Polo notices Angel has a little demon in him.
Angel in game face
Angel confirms that, "I've got a lot of demon in me" as he morphs into game face and becomes VampPuppetAngel. Polo's eyes get very wide. Angel pulls him up and throws him up into the air, through the wooden side of a tree house on the set. Polo's body goes limp.
Wes finishes Ratio off
Wes continues fighting with Ratio. He pulls the horn out of the puppet's face and stabs him in his remaining eye with it, releasing a stream of air and stuffing. Ratio falls to the floor with the sound of a balloon slowly deflating.
Angel checks on Gunn
Fred continues reading from the scroll.

On the set, Angel morphs out of game face, straightens his jacket and dusts himself off as he checks on Gunn.

Gunn notes the pieces of puppet laying around him, "Think I'm good."
the egg begins to crackHannah is thrown back into her chair
In the "Don't" room, Fred finishes the recitation. The nest egg cracks and explodes.

Hannah is thrown back from the television, into her chair. Her mother calls to her, asking what's going on. She answers, nothing, she's just watching TV.


Nina picks puppet from her teeth
In her cell at W&H, Nina wakes. She looks around at the tattered remnants laying about then picks a piece of puppet stuffing from her teeth. She looks at it, horrified, "Oh, my God. I ate him." She grabs a robe and starts to get up as she hears the door open.

Angel asks if she's decent.
Nina, relieved
A relieved Nina tells him to wait a minute as she puts the robe on then tells him it's okay to come in.

Angel enters.
"Tell me about it"
Nina remains taken a bit aback by puppet Angel. She apologizes for her reaction, noting it takes a bit of getting used to.

Angel understands, "Tell me about it." He says Wes and Fred tell him he's improving.

She asks if he'll change back.

He confirms he will, in two or three days. He opens the door to her cell and asks what she's doing for breakfast.
"What do puppets eat?""Let's find out"
Nina smiles, "What do puppets eat?"

Angel extends his hand, she takes it, "Let's find out." They walk out together.


Fred tells Wes the kids will be fine
Fred enters Wesley's office, she tells him the children who were affected will be fine.
Wes, ready to call it a day
Wes is glad to hear it. He thinks they did some good work. He suggests they go home and get some rest, never know when the next crisis will arise. He starts to walk past her.
Fred's afraid Wes is really leaving
She plants herself between him and the door, "You're just gonna go, aren't you?"

Wes looks at her blankly.
Fred plants one on Wes
She asks nervously if he hasn't been sensing anything lately about her, coming from her, "Didn't occur to you that .. something might have changed? That I'm looking at you in a different .. Oh, screw it." She grabs him and kisses him then tells him, "That was a signal, okay? Was that clear enough for you?"
"Not even close"
Wes smiles as he moves in for more kissing, "Not even close."

The puppet self-esteem song plays.



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