Fred is ranting about what a good time she had with Angel. Cordy tells Angel that he has to talk to Fred and tell her that they didn't go out on a date because Fred has a crush on him. Angel tries to talk her into talking with Fred but she refuses. Angel finds the story on the body that collapsed in the paper, and Wess brings out another clipping about a death with the same circumstances. They decide to investigate.

At Wolfram and Heart, Gavin is talking to Lila. Gavin is determined to take him down with bureaucratic red tape. At the hotel, the gang discovers a third victim who just collapsed. Wess assigns Gunn to go to the hotels. Wess is going to the coroner. Angel and Cordy go check out the gym. Fred stays at the hotel.

At the gym, Cordy rushes off to talk to the cute guys. Angel starts asking questions abut the victims, and checks out their records. Angel starts scoping the place out, and sees a set of binoculars through a window at retirement home across the street. He tells Cordy he is going across the street. Angel goes to room 316, where a man named Marcus has the window that he saw binoculars out of. Marcus invites him in. They have a friendly conversation until Angel notices a Bathian Herb Jar. Marcus starts chanting and then they switch. Angel (now Marcus) butts Marcus (now Angel) on the head and knocks him out. Marcus walks outside, and Cordy is waiting for him. He gets in the car. Cordy asks him is he's alright. He walks into the hotel, and starts ringing the bell. He thinks he is in a real hotel. He sees business cards and realizes the gang works out of this abandoned hotel.

Angel wakes up and realizes what has happened to him. He goes to the lobby to call the hotel. Marcus picks up the phone as he is going through files, to talk to Angel. Angel gets caught on the phone and escorted back to his room.

Cordy comes in to the office to see files everywhere and Marcus passed out. Cordy wonders why Angel didn't go to his room. Cordy is pushing him to talk to Fred, and when Wess walks into the room, Marcus assumes he is gay, and this is Fred. He starts to try to have a awkward "Let's just be friends" talk with him , and realizes he is talking to Wess, not Fred. Marcus starts eating, which is one thing Angel doesn't do. Everybody goes off to check out leads. Marcus stays there.

Angel is trying to run off at the home. At the hotel, Marcus is shredding the files for the dead bodies. Fred comes in to talk to Angel, who she thinks is Angel. Marcus finds out this is Fred. He tells her to go upstairs to get pretty. While she is upstairs, Lila comes to visit with documents for Angel. She is there to do him a favor, and has certifications for him to foil Gavin's plan. He makes her a drink.

Angel is trying to escape from the home, and pulls the fire alarm. Marcus' body starts giving out on him, he and falls down At the hotel, Marcus starts making out with Lila. Fred comes back down and sees them on the desk, and runs to hide in the elevator. Marcus vamps out and bites Lila. She throws him off and leaves. He feels the changes in his face, and can't see his reflection in the mirror so he doesn't know what's happening to him.

Angel is in a hospital bed, and has had a fourth heart attack. Cordy comes back to the hotel to find out Angel (Marcus) was making out with some woman on a desk. Marcus took off and went to a club. He whisks this woman away from her boyfriend, and takes her outside to bite her. Her boyfriend comes after them, and tries to fight him. He beats them up, and jumps down one story to the ground, and takes off. Marcus is exhilarated with his new power. Marcus realized he could live forever in Angel's body. He realizes there's one more thing he has to do.

The gang is back at the hotel, and they all know what Angel did. Wess picks up vampire books and says that they need to find out who he is. Why would a vampire read up on vampires? Cordy brought up the retirement home. Angel is trying to escape. His pal says that his son came for him. Angel turns around to realize this is Marcus. Angel hides, and Marcus goes after him. Marcus' has to kill himself in order to keep Angel's body. Marcus doesn't understand why a vampire would help people, not kill them. They start struggling.

The gang comes in behind Marcus. They know who is who. Cordy brings Marcus down with a taster gun, and Fred hits Marcus with a bat real quick. They tie Marcus up so that Angel can reverse the switch. He is chanting and they switch back. Marcus tells Angel he wasted his power, and he didn't deserve that body. Angel tells Marcus that he has a weak heart because he never used it. Marcus is full of rage, and starts having his fifth heart attack.

Back at the hotel, Angel goes outside to talk to Fred. She realizes that this is the "talk". He is the man who can have everything but love. Cordy comes running out to say that Buffy is alive. Angel runs into the hotel.