After a turbulent summer spent coping with the news of Buffy's death, Angel returns to L.A. He returns to find Fred still hiding away in her room and tries to coax her out, with little avail. After a painful vision from Cordy, Angel, Gunn and Wesley are sent out on a vampire hunt. When they get to the vamps all are killed but one who runs away. When Angle kills a female ones he grabs a necklace that she wore. He recognises it. It belonged to one of his 1700 friends, Elizabeth. In Marseille Darla, Angelus, James and Elizabeth were having the time of their undead lives. James stole the necklace for Elizabeth, they were too vampires deeply in love. However they were being chased by Holtz, a notorious vampire hunter after Darla and Angelus for killing his entire family. Before he arrives with his mob Elizabeth and Darla head over to the docks. Angelus tells Holtz exactly where they are, met by anger by the in love James. However they all manage to escape. Back to the future, the vampire who got away tell James of who killed his beloved Elizabeth. James then sets out for blood. Cordelia's visions are getting ever more painful, but she manages to hide it from the rest of the gang, Dennis being the only one who knows.

Angel and the gang do their own leg work to find out if James is still alive. At Caritas Wesley makes a deal with Merl who tells them of James and his whereabouts. Heading to Dr. Gregory's, a slod demon who collect rare organs. At Dr. Gregory's, he is attempting to remove James' heart. Back at the Hyperion Cordelia and Angel are preparing to go out to find James, but he finds them first. They find out that he's invincible after Angel attempts to stake him and throw him into the sunlight, neither of which work. Both run into the sewers and then for he subway. There they climb onto the first train that arrives and James quickly follows. James and Angel fight in one of the carriages, but James dies as he had a time limit on how long he could go without a heart.

When they get back Cordelia tries to figure what's going on in Angel's mind. Angel confesses that he isn't totally distraught and devastated by Buffy's death. And that bothers him a lot.

Cordelia's visions seem to be having an ever increasing toll on her. A returning lawyer, Gavin Parks, from Wolfram & Hart pays another visit to the Hyperion giving Angel building violations. He swiftly sent on his way by Angel. Cordelia has a vision, which has a physical manifestation, it slashes her stomach and back, but she fails to tell the others. While Angel, Gunn and Wesley take care of Cordelia's vision nasties Fred takes Cordelia home. Angel, Gunn and Wesley head to China town to deal with the slashers, and to retrieve a coin which was in Cordelia's vision. Meanwhile in Cordelia's apartment Fred's being ushered out of the door by Cordy, when she has another vision. This one creates boils on her face and makes her extremely weak. Angel and the gang head back to find Cordy in this state and Angel grows ever more concerned when Cordy shows him her slashes across her shoulder. Fred and Gunn go back to the hotel to get some books while Angel goes to deal with what Cordy saw in her vision and Wesley gets Lorne over to see if he can do anything. Angel gets a key from a boil covered demon from Cordelia's vision. While at the hotel Gunn and Fred encounter some exterminator's brought on by Wolfram & Hart. At Wolfram & Hart Gavin introduces himself to Lilah, and they don't exactly see eye to eye. Angel gets back to Cordelia's side and Lorne's about to work his magic.

At first Cordelia doesn't want to let Lorne into her mind, then she lets him in. He gets thrown across the room as Cordy has another vision which scorches her arms. It turns out that someone is hacking into her visions, and it's not the powers that are sending them. They turn to Wolfram & Hart, and Lilah. Angel heads over to Lilah with the key and coin which he collected. A Vision Fakir is sending these visions to Cordy, hired by Lilah Morgan. It turns out that the objects retrieved from Cordy's visions are two things which are needed to release a potential big bad. Angel takes on Lilah's mission to release whoever or whatever from this other dimension. He stacks up on weapons and heads over to the other dimension. However his weapons are lost in transit. When he arrives he sees that whoever he is meant to release is in a prison of flames. Held there by the will of his keeper, Skip. Skip is also a good guy but Angel has to fight him in order to save Cordy. He does, and Skip gets knocked out cold. The person in the flames is brought back to Earth and to Lilah. Upon returning him to Wolfram & Hart, Lilah gets the Vision Fakir to call off his visions, which works. Angel then throws a metal bar into the fakir's brain, killing him. Cordy's back to normal, however her visions are seen in the same light as they were.

Angel and the gang are at Caritas and Angel is trying to apologize to Merl for taking advantage of him in his darker days. Merl doesn't accept and throws down in Caritas forgetting about the spell there and gets thrown backwards. Gunn is still being haunted by his memories of Elana, her sister and how she was a vampire and he had to kill her. Later that night Merl is killed and Wesley and Angel investigate followed by a reluctant Gunn. Gunn decides to stop by his old crew, where he meets Gio for the first time. A peppy new addition to the crew from Miami. They're still going out around town killing the demons without Gunn, but things seem a little different to what they were. Back at Angel Investigations Angel and Wesley are going to look for some of Merl's enemies. The first, they knock down the door, and the demon was dead. At the scene of the crime Wesley find a head of an arrow. Later when Gunn arrives he recognises this from the rig he made up and stashes it away in his pocket. Gunn figures it out and heads back to Rondell and the rest of the crew to try and warn him of Gio, however he doesn't see Gio the same way as Gunn.

While back at the hotel Angel asks Cordelia to take Fred out a little bit and talk to her. Cordy decided to take Fred to Caritas, what's the harm in going to a place where no demon violence can take place? At Caritas Fred sings her heart out, as Cordy and Wesley watch on. Suddenly a demon's guts is spread across the room and the sound of gun fire is heard. Cordy and Wesley huddle behind a table, and in between shots Wesley grab Fred from the stage and gets her behind the table. Gunn's behind the bar with Lorne. Gio gets them both up and out from the back of there. He wants to get Angel there so that Angel can be killed. Cordy's sent to get Angel. At Caritas Gunn is taunted by Gio, with the fact that he work's for a vampire, but he used to kill them, so what is he now. When Cordy finally gets to Angel he tells her to get to the Trasuding Furies. The girls who put the no demon fighting spell on Caritas to try and lift it so that Angel will be able to fight in there. They both split. Angel arrives at Caritas. There Gio wants Gunn to kill Angel. He won't do it, so to save the rest of the people in there Gio tries to get someone else in the bar to do it. Meanwhile Cordy's having a spot of bother with the furies, they remember Angel and Cordy pushes them to remove the spell from Caritas. At Caritas Fred has volunteered to kill Angel, she doesn't want to die. But she turns the table on Gio and points it at him.

As Angel tries to convince Fred that's not the way to do it, Gio grab the crossbow and pushes Fred to the side. A flash occurs and Angel can fight once again in Caritas. Gio gets killed by a demon and the rest of the gang disperse in the fight. After the fight Wesley warns Gunn that he will be fired if he holds anything from him ever again.

After a so-called date with Angel, Fred's feelings for the dark and broody one are beginning to grow, to an unknowing Angel. Just as Angel is about to say something he diverts everyone's attention to some weird goings on in LA. Cordy and Angel head over to a gym to follow up on some disappearances and deaths of some men who used to go to that club. Angel finds some things out which lead him to a retirement home. Here he finds Marcus Roscoe, an elderly citizen living there. Things get a little fishy and Marcus begins to start an incantation of some kind, which switches Angel's soul and essence with that of Marcus'. So they're switched bodies. Marcus head butts the old Angel and walks out. There Angel's met by Cordelia and they drive back to the hotel, unbeknownst to Cordy that, that's not actually Angel sitting next to her in the car. Back at the hotel Marcus is beginning to know his way around and what's the what at Angel Investigations. However when Cordy reminds him that he has to have a talk with Fred, he thinks that he's gay, not knowing who Fred actually is.

Back to the case, Marcus sees to it that he destroys all evidence of the case while he's Angel. He spends the night looking through the case notes. The next morning he's woken up by Cordy who finds him asleep on his desk. There he sees Wesley and assumes it's Fred. When he realises it isn't Marcus backs off, and heads to the call of food. The rest of the team find it a bit weird that Angel's eating, as Marcus has yet to realise that he's a vampire. Meanwhile back at the retirement home Angel's waking up and tries to break out of there, he makes a phone call to Angel Investigations, but Marcus intercepts and destroys any evidence of the call. Then after another attempt to break out Angel has a heart attack which causes him to be bed ridden, and another one could possibly kill him. Marcus on the other hand is having a ball as Angel. He finally meets Fred. Fred's complimented by Marcus and he plans them to have a night out. Meanwhile Marcus gets a visit from Lilah who gives him everything he needs to pass Gavin's building code violations. But things get a little heated and Marcus and Stephanie end up making out on the desk. After which Fred sees and runs and Marcus finds out he's a vampire. After which he has a night out on the town.

Cordy arrives back at HQ to find a crying Fred and no Angel. Wesley figures out what's going on when he finds books on vampires littered around. Cordy mentions the retirement home and the gang head there. At the retirement home Marcus is paying a visit to Angel. Things go wrong and the gang are there to support the rather elderly looking Angel, and the body switch is done. After which the real Marcus begins to have a heart attack. Back at the hotel Cordy gets a phone call from Willow, it's Buffy and she's alive...

Angel arrives back from his meeting with Buffy and goes out with Fred to get ice cream and track a demon. They locate the Durslar demon, Fred goes back to the hotel while Angel kills the demon. Back at the hotel Fred's parents have made a surprise visit. They talk to Gunn, Wesley and Cordelia about her. As Fred arrives back at the hotel she sees her parents and goes into a state of panic, runs upstairs to her room and packs some things and leaves. Angel arrives back at the hotel, with the Durslar's head, and not knowing that Fred's parents were there, who don't know about demons and the like, Cordelia has to pretend that Angel's in the movie business and that it's a prop. Angle tells them that Fred's back already, so they head up to her room, only to find ice cream packets and no evidence of her there. Fred's missing. Fred has made her way to the rather topsy turvy Caritas, where the Host is found not looking his best, and neither is his club. Angel and the gang have decided to go out looking for Fred, and her parent's come with.

At Caritas Lorne does give Fred some advice, tells her to get further away from what she's running from, so she heads to the bus station. Angel and the rest of the gang are hot on her heels, where they too head to Caritas, and Lorne tells her where she's gone. At the bus station Fred is found by Angel, the gang and her parents. There she's totally shocked and realises that all that what happened to her in Pylea was real, it wasn't a dream it actually happened to her. But the moment is broken when a huge bug demon waltz's in. Angle attempts to fight it but it doesn't work. Gunn, Wesley and Cordelia then all join in, but still it doesn't go down. Suddenly a bus comes by and smashes it to pieces, driven by Trish Burkle, Fred's mother.

They head back to the hotel where Fred decides to go home with her parents. They say their goodbye's and Fred's off in a cab with her mother and father. The Angel gang talk about how they're going to miss her parents as well as Fred. However they haven't said goodbye to her yet. In the cab Fred realises something to do with the bug demon and the Durslar's head. They head back to the hotel. Meanwhile at the hotel the bug demon is there, and wanting something, with the rest of the clan there. Fred burst through the door, and grabs hold of a weapon she was making, which launches a battle axe to the Durslar's head. Out of it pours a whole load of cockroaches. The bug demon grabs the head and runs. The bug demon only wanted it's babies back. Fred realises that she is meant to be at Angel Investigations, so she decides to stay. But she makes a few changes, one thing to go is that writing on the walls of her room, she can forget all that now.

Cordelia decides it's time for her to get some training on how to fight, so Angel teaches her. Wesley invites Fred over for dinner, but inadvertently invites the rest of the gang to, as he's afraid she won't like him they way he likes her. There, at Wesley's Cordelia has a vision, of a woman getting hacked to pieces by her husband, but this happened a week ago. They find out that at the scene of the crime a few minutes earlier was Billy, the slightly demonic being that Angel freed in order to cure Cordelia from the killer visions she was having. The team go to work. Meanwhile Billy has made his way to Lilah's office at Wolfram & Hart there he's having a chat with Gavin Parks, to Lilah's discontent. Soon Billy's uncle, Congressman Nathan Blim, comes to pick him up. But as soon as they've left Gavin attacks Lilah in a brutal way. Angel decides the only way to get hold of Billy would be t find Lilah, he goes to her apartment and finds her with multiple bruises all over her faces and some cuts. He finds out from her that Billy is slightly demonic and that his touch can make any man turn against women. He goes back to the hotel to tells the rest of the gang. 

Angel, Gunn and Wesley head to the Congressman's home where Billy is currently residing. Angel jumps the gate and smashes his way into the place. There he sees Billy, he's phoned the cops, who turn up. Angel presumes they've come for him, but they've come for Billy. They take Billy away in one of their vehicles. Back at the hotel Cordelia's guilt has got the better of her and she grabs some weapons and heads out to try and find Billy, with Fred seeing her last. Billy meanwhile has been busy, he makes the passenger of the police vehicle turn on his driver, a woman. The car crashes and Angel, Gunn and Wesley come to investigate. Gunn decides to head over to the hospital to see if anyone knows anything, as the police woman is there, recuperating from the attack. Wesley and Angel find a hand print of Billy's blood, Wesley takes a sample of this back to the hotel while Angel goes to try and find Billy Blim. Billy has made his way to his cousin's place, where he's having a party. His cousin doesn't seem too happy to see him,. Cordelia has made her way to Lilah's apartment, where they talk, but it seems as if Lilah's not going to say anything and so Cordelia leaves. Angel heads over to Billy's cousin, there he's told that Cordelia's already been here, and that she's gone off to look for him at the airport.

Back at the hotel Wesley and Fred are analysing the blood from the hand print, and suddenly Wesley changes on Fred. Talks to her about her clothes and the way she dresses. Fred tries to leave, but Wesley shuts the door and slaps her around the face. Fred then flees upstairs. Wesley goes after her with an axe. Fred tries to hide, but Wesley finds her. She then runs into Gunn. He then tells her that he's been exposed to the blood, he tells her to knock him out, which she does. Wesley then enters the room in which they were hiding, but luckily Fred built something with a fire extinguisher which knocked Wesley out, through the floor, and unconscious. Meanwhile at the airport Cordelia's found Billy. He explains to her that he just likes to watch the violence unravel between men and women. She fires an electric weapon at him. Soon Angel arrives, Billy touches him. But to Cordy's surprise nothing happens and Angle fights with Billy. Billy is suddenly shot, by Lilah. After a few days, Fred goes to visit Wesley, he's taken it very badly about how he treated Fred. She tries to convince him to come back to work, but he remains in his apartment.

Rome 1771 Angelus is being chased through the sewers by some of Holtz's men, he gets chained up and torture soon begins, but Darla soon arrives with crossbows and vampires, Angelus is retrieved and both Darla and Angelus return to their home. Flash back to the present day in LA, where Darla gets off a bus where she's drunk from the rest of the passengers leaving a scared driver. At Angel Investigations Cordy's training sessions with Angel continues. While Wesley and Gunn go out to find a scroll which has a prophecy which will bring about something bad. After they retrieve the scroll Wesley & Fred begin to work on it, with Fred calculating when this bad thing could arrive. Suddenly a voice is heard by the door of the hotel, it's Darla. Darla's come to find daddy, who can maybe explain what's happened. But vampires and vampires aren't meant to be able to have babies. Cordelia sides with Darla, as she's hurt by Angel's dishonesty about the fact that he slept with Darla and didn't tell anyone about it. Since none of them at the hotel has any idea what's going on they all go to Caritas, where hopefully Lorne may be able to shed a little bit more light.

At Caritas Lorne has got some demon builders over and they're re-furbishing the bar, so that he can re-open it soon. He also has the Transuding Furies back there who are re-casting the spell to make the bar a sanctuary again, and this time preventing any fighting from demons or humans. Lorne has no idea what to do, Darla's taken into the back by Cordy, where Cordy stays with her. There she tries to comfort her, soon Darla feels hungry. As Cordy is about to leave the room Darla jumps up, Cordy throws some punches but it doesn't help. Darla begins to feed off Cordy. While she's feeding Cordy has a vision, whose power throws Darla away, of children in some kind of arcade. At the visions end Angel comes in and tosses Darla away, she then escapes. Angel carries Cordy away, back to the hotel with the rest of the gang. There she's protected by Gunn while Angel goes off to find Darla. Cordelia then remembers her vision and tells Angel.

Cordelia dreams in visions, she has one mixed with Darla and Angelus' past and the new one which she just had. Cordy, Gunn, Fred and Wesley mull over what the visions could be telling her, when they think that it could be about what Darla's carrying. At the arcade just as Darla is about to bite into the child, the child screams seeing Darla's vamped up face, and Angel arrives through the chaos. They fights but Darla's stronger than she's ever been. The fight wears on and Darla begins yelling for Angel to kill her, it's the child she can't stand the child's beating heart. They're back at the hotel, where's Darla now being kept. Fred thinks that she got her calculations wrong last time, and whatever bad is arriving should be arriving now. Cut to the sewers where a demon is performing some kind of ritual to summon something. Soon a rock statue begins to break open, it's Holtz.

In York in England, 1764 Holtz discovers that Angelus and Darla are on the rampage. They are at Holtz's family's house where they are invited in and feed off the his daughter, wife and baby. Back to present day where Holtz is sitting in front of numerous television screens and Sahjan tells him of how many years have passed since there agreement was first met, and of how Darla, Angel's and Holtz's futures are all intertwined together. Back at the hotel Darla is lying on a bed with Angel by her side. There's a knock on the door and Gunn, Wesley, Cordy and Fred all walk in. It turns out that the Troklon that was spoken of on the scrolls that Wesley and Gunn stole describes a sequence of events that includes Darla, Angel, the un-born child and something else. They all come to the conclusion that maybe the child isn't so evil after all. They need to find out what's going to be born by Darla and Angel asks if the whole team is in, he asks Cordy. After she sluggs Darla on the nose, she says she's in. Suddenly Darla begins to have contractions.

At Wolfram & Hart Lilah gets a visit from Cyril, someone who works in the mail room, he hands her a CD on which it has filmed her and Angel making out on the desk at the Hyperion. It turns out Gavin planted the cameras in the hotel and has been monitoring the place for a few weeks now. Lilah's taken to Gavin by Cyril, there she flicks through some of the transcripts of the past week. She notices that there's an unknown pregnant female, they flick through the past few days film. It's Darla. Back at the hotel Darla's in pain. They have no idea what to do, then Fred suggests taking her to a real doctor to see what's inside before it skitters out. Back at Wolfram & Hart Lilah and Gavin have informed Linwood of Darla's pregnancy. Out of a slightly open door, Cyril listens to what's just gone on. He then phones Tarfall, Underlord of Pain and says something must be done.

Back in York, nine years after Holtz's family was killed by Angelus and Darla he gets a visit from Sahjan who tells him that he's going to die a bitter old man, unless he agrees to the agreement. And that in 227 years time he will be able to do something about Angel and Darla. But Holtz has to show Darla and Angel no mercy when the time comes to killing them. Back to present time the gang are in the hospital and an ultrasound monitor is brought in to see what's inside Darla. It's a human, a human boy. Just as this discovery is made, a bunch of vampires have surrounded them in the room. Sahjan takes Holtz to a place where there are willing people who will help him kill Angel and Darla, but they're not people they're demons. At Wolfram & Hart a tactical team has been brought in to capture Darla and the child including Dr. Fetvanovich, the world's foremost specialist in paranormal obstetrics. They set up in the lobby of the Hyperion. Back at the hospital in turns out the vampires have come to worship the miracle child, but also want to kill the mother carrying the child. They decide to fight their way out. They get out and drive around. Meanwhile at the Hyperion Holtz has arrived and kills all of the tactical team, including the doctor. Team Angel have made it to part the way to the hotel where he gets out of the car and makes the rest of the way on foot, telling the others to leave if he doesn't get back in five minutes. He's gone back to get the scrolls for more information. At the hotel he sees the dead people, and is beckoned by a voice behind him, it's Holtz. Back to the car, Cordy decides it's time to make a move, but suddenly Darla cries out in pain, her waters have broken and it's the real thing...

Darla's contractions are getting closer together. Angel is at the hotel and is confronted by Holtz, suddenly he's bound by metal rods by Holtz's demon lackeys. Back to Darla as her contraction peaks she kicks out, knocking Fred, Cordy, Wesley and Gunn to the ground. As soon as they realise it's not safe they begin to head off Holtz's demon lackey's surround them and a fight begins. At Wolfram & Hart Linwood is continually updated on what's going on, however they can't figure out who Holtz is and what he's doing there and why the team they sent down there hasn't got back to them yet. So Lilah decides to investigate. Back at the hotel Holtz is trying to figure out whether it's the same Angel that he encountered before, as he seems to have changed. One of Holtz's lackey's comes in, saying that he's go Darla, only it's not Darla - it's Lilah. There Holtz gets told of Angel's curse and that he now has a soul, it shakes him up slightly. Then Angel sees a grenade on the floor, he tosses it up and it explodes him out and he makes his escape. Holtz and his lackey's go after him, and Lilah finds the scrolls that Wesley had been translating and takes them back to Wolfram & Hart.

Back in the alley Wesley, Gunn, Cordy and Fred are fighting the demon lackey's hired by Holtz. Suddenly Darla makes a move for herself, gets in the driving seat of Angel's car, runs over a few demons and takes off with it, just as Angel arrives back at the scene. Angle decides to go and look for Darla where the rest of the team try and find a safe place for Darla to give birth to the baby. Angel finds Darla sitting on the roof top of a building, she explains to him how this is the first thing in her whole life that she's actually loved and she knows that after it's born she won't love it or remember loving it. The soul of the baby boy is nourishing her. The gang find a place that's safe for the birth, Caritas. However the sanctuary spell isn't up yet, and Lorne fires a demon worker who was about to slip him up on a deal. Soon Angel arrives with Darla, there's something wrong, and Fred sees blood on the chair that Darla had been sitting on.

Holtz goes to see Sahjan about the fact that he hadn't been told that Angel has a soul. But he doesn't tell Holtz of the fact that Darla is in fact pregnant with a baby. There he is also told of Darla and Angel's whereabouts by Ernie, whom Lorne fired for doing a botched job. At Caritas Darla isn't doing any better, the baby's dying. Lorne soon manages to get the security system working. Soon after which Holtz arrives, humming and signing. As he leaves Lorne reads him and gets everyone out. Holtz sends a petrol tank and grenade down the hall, it blows up before it enters the main Caritas bar area. Everyone is taken outside, where it's raining. Wesley, Cordy, Lorne and Gunn head to Angel's car. Fred stays with Angel and Darla in the alley. Darla tells Angel to take care of her son, after which she stakes herself leaving the baby boy lying in the street. Angel scoops the baby up, after which Holtz and his lackey's appear, he's got a crossbow. As he aims he sees the child and takes down his crossbow allowing Angle and Fred with the child to leave. Against Sahjan's protests. Angel leaves but Holtz says that he will kill, without mercy.

After doing a little baby shopping the gang return to the newly bashed up hotel. Lorne decides to move in for a while, as Caritas is totally trashed. Suddenly a demon crashes through the back door, and soon he's met with an arrow from Wesley's crossbow and a sharp knife from Gunn. They make a list of all the possible suspects of who's most likely to kill Angel's child. Angel's attitude towards the child are somewhat different and he seems more focused in trying to stop him from crying. The rest of the gang are worried about where Angel's priorities lie. Lorne gets the Furies to put a spell on the hotel which prevents anyone from going in or out of the hotel, apart from the sewer. Holtz and Sahjan have a disagreement over Holtz's latest decision, letting Angel go. Holtz then poisons the demons that Sahjan had hired to do the killing and decides to find himself some new workers. Back at the hotel they're trying to track down people who are offerring rewards for Angel's baby, via a website. However they're not getting very far, much to Angel's wishes. At Wolfram & Hart Linwood, Lilah and Gavin have heard about the baby and are beginning to investigate Holtz and the new born baby.

At the hotel Angel's trying to stop the baby from crying. Lorne enters and start singing, but even he can't stop him. So Angel makes some faces, however the only face that will stop the crying child is Angel's vamped up face. Holtz is out recruiting some killers who will die for his cause. He's got a piece of paper with Julia Cooper's obituary on it. He follows a young woman who then attempts to attack him. He tells her what he knows, but she walks away. At the hotel the investigation isn't getting very far. Cordy tries to convince Angel that he can't be the sole person to look after the baby, but Angel still seems to think so. Lorne's still complaining of some humming he's hearing around the hotel. Gunn arrives back with the fire-power which the gang are going to need if they have a fight in the hotel. At Wolfram & Hart Lilah's desperately trying to sort through files which have information about every last detail of Angel's life. She doesn't get very far, but Gwen who works there tells Lilah all she needs to know.

Back to Holtz, he's followed Justine, one of his potential recruits, to a cemetery where he watches her fight a vampire. With his helps the vampire gets dusted and he follows him. Back at the hotel things aren't looking so good. Some demons are outside breaking down the magical barrier around the hotel. Suddenly Angel decides the only thing he can do to protect his child is to run. He exits through the sewers. And via the cameras Gavin tells the team who are watching him to follow. In the hotel the barrier is down and with a flame thrower burns them to a crisp. Angel makes a get away in his car, followed by Wolfram & Hart's team, bikers and some demons with vampires. He heads to an abandoned mine shaft where he's cornered. A vampire asks for the baby and he throws the baby to them. It was a bomb, blowing the baddies to smithereens while Angel makes his getaway to LA. Back in LA the baby's at the hospital having it's newly born chek up. At Wolfram & Hart they figure out how it was done. Lorne could here the humming of the transmitters, and got the message of their plan to Angel via a note and told him where to read it. At the hospital Angel arrives just in time to tell the nurse of the baby's name, Conner. Gunn brings along a baby stroller and they all leave.

Cordy gets a little surprise on her birthday, the gang have bought her a cake and some presents. But things go sour pretty quickly as she receives a vision so powerful it knocks her into a catatonic state where her physical state is in a vegetative state and her soul gets knocked out of her body. As Cordy's taken off the floor she leaves a bottle of pills, seltrax - a highly powerful migraine drug. Gunn and Fred head over to Cordy's apartment to see if there's anything there. They don't find anything, but it appears to be that Dennis is protecting Cordy and he reveals all the drugs which she has been taking to relive the pain of the visions. Back at the hotel Cordy's still trying in vain to try and contact either Wesley or Angel to tell them about the vision she got, but it's no use. Angel tells the body of Cordy how pissed off she is that she didn't tell him anything of what's gone on, all the cat scans. Then as Angel sleeps Cordy steps into his body and rights the address of her vision on the wall before she's kicked out of his body. Wesley walks in and tells Angel the bad news, Cordy's dying.

It turns out her neural pathways weren't equipped to take the visions. Suddenly there's flashing and a being appears from no where, it's Skip and he's come to guide Cordy. Skip tells her that she will be dead if she doesn't go with him, so she follows him. Back at the hotel Fred is showing some of Cordy's CAT scans, and they're not looking good. Lorne walks into the office, in a bad state with horns falling off, he tried to get some info from the Powers that Be, but they cast a spell on him ensuring that he couldn't tell Angel of what he was told, instead he wrote it down and gave the message to Angel. Cordy and Skip materialize in an empty mall, there Cordy's shown a video image of Doyle and the night where he passed on the visions to her. Skip tries to explain to her that a human can't withstand the visions, so he materializes a young girl who had the visions a few hundred years ago, her last one blew out of the back of her skull. Back to Angel, he lands flat on his face in an underground chamber. Here there are voices from the conduit, a link to the Powers that Be. He tries to explain to them what's going on but they don't seem to hear any of it.

Back to the mall and Skip is telling Cordy that her path wasn't met to be fighting demons with Angel, she was meant to be an extremely famous and rich actress. He shows her a clip of when Angel and Cordy first met in LA at the party and describes a different route to which a talent agent could have got to her before Angel and so her life would have changed. That's still not enough to convince Cordy, so Skip takes her to where Angel's pleading to the conduit for Cordy's life. There Cordy sees Angel calling her a "rich girl from Sunnydale" and changes her mind and she is then transported to the life that she should have had, as the star of the sitcom Cordy. But even then she's drawn to all the things from her former life and makes her way to the scene of her vision were she sees Wesley and Gunn fight the demon that is summoned. Wesley's lost an arm, together they all go back to where the Angel Central is. There Cordy sees Angel as a psychotic vampire, where the visions have made him go insane. Cordy tries to comfort him and she kisses him, and so the visions are passed back to Cordy.

Skip steps in here and tells Cordy that there's one way in which the can still have the visions, if she is part demon. Cordy agrees and is demonized and so she wakes up back at the hotel. She shocks the rest of the gang by just waking up, and eve more so when she calmly conveys a vision with no pain, which she is having, and plus as she floats through the air as she has the vision...

Angel decides it's time to start preparing for Conner's future, starting with the money side of things. A large scale advertising campaign is set up by the whole team, including a website and flyers to get the message out. Soon there's a flood of customers and the Angel Investigations team are finding them a little hard to handle. Wesley and Gunn are off to take on a case, where a dead boyfriend is stalking his ex-girlfriend. Some Nahdrah demons come in to Angel Investigations to find someone worthy of trying out a puzzle which they are trying to do on their prince. They see Fred who mentions something about their tunics, they go out wanting to go back to their prince to ask something. Meanwhile Angel too has been called on a case, a case of nesting vampires. Holtz is in Sahjan's chamber with Justine. She's being punished for disobeying an order, she's got a screw driver through her hand and into a table. Holtz leaves her there while he goes out and lets her make her mind up on whether or not she still wants to be a part of the team.

Angel goes to meet his client at an office, his name's Harlan Elster. He tells Angel about a nest of vampires which are occupying some property, he wants Angel to remove the vampires. He'll give Angel $10,000 for the whole job, $5,000 now and $5,000 after he's finished. After Angel gets the cheque for the first lot of money he's off. As soon as he leaves the office the another guy appears behind Harlan Elster and asks what he's doing there, that guy then gets knocked out by Harlan. Justine is still at the table when Holtz returns, he gets hold of the screw driver in her hand and asks her to find others like her to form a mini army to fight Angel. She agrees and the screw driver is removed. Justine then punches Holtz and calls him a son of a bitch. Angel returns back to the hotel and shows Cordy and Fred the cheque he's just received. They're also more than happy about it. Soon the Nahdrah demons return. With Lorne's help, he translates what they're asking for, they want Fred's mind. They want her to go and solve a puzzle to help them see if it's worthy to test up their Prince. They're willing to offer Angel and the team $50,000 for her and her time in solving this puzzle. Angel willingly lets her go, with Lorne as the translator. Wesley and Gunn are at Alison's home, protecting her from the dead ex-boyfriend who's stalking her. They ponder on how Brian, the boyfriend, could be back and Wesley reels of a list of possibilities. Brian suddenly tries to enter the door and grab Wesley, he confirms that Brian is a zombie. Back at the Nahdrah's boat Fred and Lorne are invited in and Fred begins to work on the puzzle while the very hung over Lorne goes to find the nearest toilet. Angel goes to work on his case, at the vampire nest he sees lots of stolen jewelry. A vampire appears and a fight breaks out, soon a another two vampires appear and Angel deals with them. He returns to Harlan Elster's office, only to find a different man there with a bruise on his chin. The other guy was Sam Ryan, who was fired from that place after his friend was killed and he started playing up on the job. Angel rips up the cheque he received and leaves, after hearing that there's a treasure at the nest.

Back at the boat, Lorne on his way to the toilet overhears some demons talking. He peers through a curtain where he sees a rather disheveled demon and a computer monitor which shows Fred's head and the demon's head, only they're planning on transplanting Fred's head to the new demon's head. As Lorne turns around, he's knocked unconscious. Back at the hotel Cordy gets a vision while tending to Conner. It's of Fred and her head about to be cut off. She tries to contact Gunn and Wesley but they're not answering and Angel doesn't know how to use his phone, so Cordy decides to go for herself to give back the money to the demons. Sam Ryan enters the vampire nest, and gets grabbed from behind by Angel. Sam tells Angel the whole story and just as they try to leave some vampires try to get in, they both barricade the door with themselves. Angel disposes of the vampires and leaves hearing a beeping voice mail alert on his phone. Meanwhile Wesley and Gunn are trying to deal with Brain. All things turn out fine as Brian convinces Alison to give them another go. At the Nahdrah's boat Cordy appears with Lorne tied up on the floor and Fred tied up in a chair. Cordy tries to tell the demons that she wants to give back their money in exchange for Fred. But they don't hear of it, as one approaches her she kicks it in the groin but she hits metal, and steps back to the back of the room. She's ushered forwards by Gunn and Wesley's entry they fight and Angel soon pops by too. The demons are all dead, and the money is theirs.

Wesley and Cordy talk over if Fred likes him or not, and Cordy convinces him to go for it with Fred. Angel soon arrives downstairs with news, he's got concert tickets. Though they're not the same tickets as Gunn had in mind, they're tickets to the ballet by the Blinnikov World Ballet Corps, a one night only performance of Giselle, an offer Angel couldn't pass on. So they're off to the ballet, first they have to get all dressed up for it. Fred and Cordy go to a posh looking dress shop where Fred tries to ask Cordy if Gunn likes her, but Cordy thinks she's asking about Wesley so tells her to go for it. Then the subject of Angel is brought up, Cordy and Angel by Fred. But Cordy doesn't think there's anything there. Angel at the hotel is all trussed up in his tux, which Conner managed to throw up on. Lorne's busy wiping the stain away when he tells Angel he read him while he was singing Conner to sleep. Angel has been thinking a lot about Cordy and Lorne tells him to go for it if he thinks he can. Just that minute Cordy walks in, and Lorne and Angel stop speechless. Meanwhile downstairs Gunn is agonising about himself in a tuxedo. He finally appears upon which Fred tells him he's pretty, Gunn takes it as a compliment. Wesley soon arrives and so do Cordy and Angel, and they all go off to the ballet. The gang arrive at the opera house and they take their seats and watch the ballet go on. Cordy falls asleep and begins snoring, Gunn has managed to get quite into the ballet. Meanwhile Angel feels something weird is going on. During a break Angel tells the others that this is the exact same performance of Giselle as the one he saw in 1890, right down to the performers. Angel decides to do some lurking around, Cordy follows him not seeing the magic of the ballet and Fred, Wesley and Gunn go back to the ballet.

Cordy and Angel meet a door guarded by a rather large guy. Cordy tries to bribe him to let her in but it doesn't work so Angel uses violence and he falls to the floor and lets them through. Through the door they see that the hallway seems to go on forever and when they turn to go back and get the others the door seems to have disappeared. They wonder around for a while trying to find their way. They stumble into a dressing room, the prima ballerina's dressing room. Wesley, Fred and Gunn are intently watching the ballet and so is the Count. In the dressing room Angel and Cordy do a little digging around Cory finds a cross on a chain and picks it up. She then suddenly asks Angel to undress her. Both her and Angel seem taken aback by what was just said. Suddenly Angel reciprocates and it leads with them being involved in a rather passionate few kisses. Then the cross which Cordy was holding touches Angel on the cheek and they're brought back down to earth. They try and leave the room before anything more happens. Back at the hotel Lorne's singing Conner to sleep. He hears something in the corridors of the huge hotel he picks up an axe and sees if there's anything going on. The door to the room suddenly open and Lorne seems shocked as to who's behind it.

Cordy and Angel carry on wondering through the halls wondering where to go. Cordy convinces Angel that they must go back to the room, there were clues in there as to what's going on. Back at the performance Wesley tries to move his hand onto Fred's knee at the same time as Gunn tries to move his on her knee. Fred suddenly bursts out Angel, before any of them touch. Fred suggests that they go looking for Cordy and Angel seeing as they've gone for such a long time. Back in the ballerina's room Angel and Cordy are trying to recreate the scene, it doesn't seem to be working at first but then the spirits get hold of them and they're both caught in the moment, but Cordy drops the cross she was holding. Wesley, Gunn and Fred follow the trail of an unconscious guard that Angel left, they hear weeping or someone having fun. Suddenly they are attacked by a demon with the face of a tragedy mask, and Gunn is stabbed and falls to the floor. Back to Angle and Cordy, things have progressed and they seem to be talking about eh count and how he's so powerful, suddenly they're knocked out of what might happen by these tragedy demons, which Angel disposes of quickly. As Wesley disposes of the demons he returns to Gunn and Fred, to find them kissing. Cordy and Angel soon meet up with Wesley, Fred and Gunn and tell them what's been going on. Angel goes to see if he can do something about the Count while Wesley, Fred, Gunn and Cordy fight off the demon minions. Angel finds the ballerina, who tells Angel the whole story. He convinces the ballerina to change her end dance, that way the count's powers will be weakened so he can make his move. She does so and Angel destroys the count's power center. Back at the hotel Wesley's down about Gunn and Fred, Angel tries to explain his feelings to Cordy but before he can say anything Groo arrives. Lorne tells Angel that Groo went in search of Cordy after all the people in Pylea were freed and he was deposed as the ruler. Angel goes upstairs to see Conner. Fred says she always thought Angel and Cordy were meant to be together, as she watches Cordy and Groo.

Angel's still reeling from Groo's reappearance in Cordy's life, he goes upstairs to tend to Conner. Meanwhile Cordy has taken Groo home to get reacquainted with him. They begin talking and then the kissing begins, but through this Cordy gets a vision of a huge demon in Groo's place. Cordy's completely shaken by seeing this thing there. The next morning Angel goes downstairs with Conner and greets Wesley in the hotel. He asks about Cordy as she isn't there as yet. Wesley then goes to ask Angel about Conner, though Angel thinks Wesley is talking about Groo. Wesley wants to find more information about Conner, but asks Angel if it's okay with him, and Angel backs him up all the way. Cordy then arrives and tells Wesley of the vision she had the night before. She explains when she got the vision and how if she took things any further with Groo she could lose her visionity. The two men are totally surprised by this new word created by Cordy and so Cordy elaborates on the idea. Back in Pylea she couldn't perform the comshuck without losing her visions, however as Cordy is now part demon this may not happen, though she's not risking anything. At a diner Fred and Gunn are having breakfast like they usually do, but after the previous night's kiss things have changed between them, but they haven't told anyone else at Angel Investigations. Just before they kiss they both get pages on their beepers, it's Wesley.

At the hotel Wesley briefs them all on the demon which Cordy saw in her vision. It's a Senih'd demon, as the picture of it gets shown around Groo says that it resembles the Beauch from the scum pits of Ur in Pylea, Wesley then arranges for Groo to go along with Angel to help track the demon, as Groo could be quite useful. They all grab weapons, Groo getting Angel's favourite broad sword and Angel and Groo head out to the sewers. While in the sewers Groo tells Angel that Cordy's unhappy that he's there, Angel reassures him that that's far from the truth. Suddenly they both hear a roar and head off to find the demon. The demon finds them and a fight breaks out, the demon gets the upper hand and breaks through to the sunlight, where only Groo can follow, leaving Angel in the sewers. Groo kills the demon and saves a young girl, for everyone to see, while Angel languishes in the dark. Back at the hotel Angel's with a client who says that her lover is cheating him her, and says the other woman is a witch. Wesley and Angel both decide that there could be something that they could do and take on the case. Wesley calls in Gunn to take the case so to draw him away from Fred, Gunn takes the case happily and a happy Fred joins him, to Wesley's dismay. Angel and Wesley go to a book store to collect a book which Wesley has been looking for to find out more about Conner. At the store Angel says how it wouldn't be so bad if he was replaced by Groo, Wesley reassures him that that could never happen, he's unique.

Back at the hotel Cordy is about to cut Groo's hair and give him a new look. Gunn and Fred have followed Jerry, the client's other half to see what he's up. They begin filming him but they get caught up in each other and before long the man has disappeared. As Wesley and Angel return to the hotel Wesley reassures Angel that Groo and him are two totally different people. But Wesley eats those words once he sees Groo's new look. Cordy's made him to look exactly like Angel, with his clothes as well. Cordy is sitting at Angel's desk where she asks Angel for help, help to have sex with Groo. She asks him to go to a brothel where there's a potion she can take which enables her to have sex with Groo and not lose her visions. Groo has to go with him, as he insisted. Gunn and Fred are searching around the are, they then look back at the video tape and see the man swallowed into the earth by the tree, this then happens to them too. Groo and Angel arrive at the brothel house and get the potion which they need. As Angel's asked a pivotal question his phone rings, it's Gunn and Fred and he tells them where they are, only it's not him that they want, it's Groo. Angel and Groo head over to the park where Groo charges forward instead of holding back and thinking and he gets a large root stuck into his chest. Fred tells Angel that this tree demon lures people to there by internet chat rooms. Angle then begins to say how much better he is than Groo feeding wise, the creature then lets go of Groo and sticks a root into Angel. The demon doesn't previously know that Angel's a vampire and so begins to feel cold as he feeds, this gives Fred and Gunn to get free and Gunn plants a stick into the demon's head.

Back at the hotel Cordy stitches Groo up and just as they're about to leave with the potion Angel gives Cordy some money and tells her to go away with Groo for a couple of weeks and show him the sunlight. Angel then goes upstairs to tend to Conner and comes back downstairs to Wesley's office with Conner. Wesley's obviously been doing a lot of work, with the serious look on his face. As Angel and Conner wander off upstairs Wesley looks down at what he's just translated, "The Father will kill the Son."

Wesley wakes at his desk when Fred and Gunn walk in, he then watches Angel form his vampire face and chow down on Conner, and then wakes to realise it was all a dream. It's that time after so many months Conner's got a check up at the doctor's and Wesley goes along with. There Angel finds out that Conner's perfectly healthy and there's nothing wrong with him whatsoever. After Angel, Wesley and the doctor leave the examining room a mother with her baby come and swipe the blood which was taken from Conner and replace it with another tube of blood. Back at work Angel opens a large box of something which he ordered over the net. They're mini hockey sticks and a personalised jumper, with Conner's name on the top of it. Wesley over hears the conversation that Angle is having to Gunn and Fred about Conner, and how lovingly he talks about his son, and realises the prophecy that is about to come. As Gunn and Angel play with the mini hockey sticks Angel hits the puck through the glass door and his attention gets caught by a woman by the door asking for Angel Investigations and she needs their help. She tells them of how her son went away during the night to go to the pier and she went after him and she couldn't find him. He returned just before dawn, pounding on the door of her house and she saw her son's face and when she opened the door he was in flames. Wesley sends Gunn on a recon mission to the pier to find out if there is a nest there, Gunn decides to take Fred along with. We next see this woman pointing out pictures of Wesley and the team to a bunch of other people including Holtz.

Holtz has relocated to the basement of a house and has some more recruits with him by his side. There is some training going on in there, with several vampires chained to the walls. One breaks free but Justine manages to pin it back down. Sahjhan appears out of this air, Justine takes a stab at him but it's no good. Sahjhan reminds Holtz of their deal, but Holtz just shrugs it off and with a threat from Holtz Sahjhan disappears as quick as he appeared. Wesley looking at the prophecy and talking on the phone to a wizard asks him for something and quickly puts the phone down. Fred comes in saying that he should get out and maybe date Aubrey, Wesley returns to Fred saying that they're doing a job not socialising. At Wolfram & Hart Lilah is talking to her mother on the phone, Sahjhan appears and Lilah tells her that she's going to call her back. Secretly Lilah arranges a deal with Sahjhan to help him get Angel. At the pier Fred tells Gunn what Wesley said when Gunn tries to have a little fun on the job, Gunn doesn't take it very nicely. They keep on searching on their recon mission for those vampires. Back at HQ Wesley tells Angel that he has to go out for a while and walks off not looking his best. Meanwhile back at the pier it's night time and Fred sees someone breaking into the carousel. They follow the ma in but they are ambushed by some vampires while Justine and another guy record what's going on on a camcorder. Gunn tells Fred to run so she does, but things get a little rough with Gunn, Fred returns and the vampires are killed.

Wesley's walking through a wooded area with a GPS locator and he stops in front of a drive through hamburger speaker. After some employees from the place leave Wesley sprinkles some dust over the giant hamburger and asks Loa to accept his offering and open the gates of truth. The hamburger comes to life and grows a few feet. It tells Wesley that he's looking for the question to his answer, when will Angel kill Conner, but Wesley wants to know how to stop it. He gets an electrical shock from Loa by asking this. Loa tells him that there will be three signs before Angel devours his soon, an earthquake, fire and blood. With this Loa returns to its previous self. Lilah is at a bar where she meets again with Sahjhan who he tells her that the plan is on. At the hotel Wesley is watching Conner and Aubrey returns to give her cheque and say thank you. After she attempts to ask Wesley out, Wesley rumbles her and Angel soon arrives. Aubrey runs, after which an earthquake hits and Wesley looks shocked.  Wesley followed Aubrey to Holtz's hideout where Wesley and Holtz talk over the prophecy and Conner. Wesley returns to the hotel and knocks on Angel's door. He goes in, Angel tells him he doesn't look so good and Wesley says that he's had better days. As Angle puts the stove on to heat Conner's milk, soon after an earthquake hits. Lilah sits in her office and smiles. During the earthquake the stove topples over and sets on fire, Angel's room is a blaze, Angel quickly grabs Conner and exits the room grabbing Wesley as he does so. Wesley's seen the three signs, earthquake, fire and blood dripping off Angel's forehead. Angel says it's lucky that they weren't trapped in there and then says as he looks down at Wesley and says, "At least I would have had something to snack on." Wesley looks at him in horror...

Wesley's still crunching over the prophecy he translated, Angel arrives and picks up a crying Conner. Angel hears someone singing in the courtyard, it's one of Lorne's clients singing. Gunn and Fred soon arrive at the hotel. Lorne hurriedly asks them to hear Kim sing, as she sings her face suddenly distorts into a demon's face and the words of the song change to something a little less pleasant and green saliva comes out of her mouth. She had been hanging out with another band of some kind, they seemed okay. But then they changed and one band member grew a seventh finger. It turns out that they are Wraith'ers. And Kim has been effected, but there' an antidote which Lorne offers to get for her. Angel, Gunn and Fred are off to kill the rest of these demons while Wesley goes somewhere unknown. Justine is still busy training the rest of her and Holtz's recruits. Justine has a few qualms about killing or injuring some of the humans who work for Angel, but her worries are soon put to rest by Holtz and Wesley who suddenly arrives. Meanwhile Angel, Gunn and Fred have arrived at the Wraith'ers hide out, where they are playing some kind of music and a couple of girls are watching. Fred takes the girl to safety while Angel and Gunn take care of the demons. Angel gets a little over zealous with the demons and literally takes them apart.

Back at Holtz's Wesley and Holtz are having a discussion about coming events, neither want any of their "family" to be killed during what fight may transpire. A deal is made, where Wesley has one day to get Conner to away from Angel, after which everyone will get hurt, threatens Holtz. Back at the hotel Lorne is busy entertaining Conner when Angel, Gunn and Fred return. Angel quickly grabs a glass of blood out of the fridge then suddenly start complaining about Conner and screaming at him to shut up, and then throws the glass of blood against the wall where it smashes. He realises something is wrong with him. Lorne asks Angel when he started drinking so much blood, as it could be something to do with the blood. Fred takes a look at the blood under a microscope, it turns out that there's human blood in there, Conner's blood. Someone spike Angel's blood with Conner's so that he will get a taste for Conner and so devour him. Wesley is walking down a street and is being followed by Justine, Justine has a few worries about Holtz after what Wesley said to her, as Wesley walks away Holtz soon also appears shocking Justine. Lilah is at the bar drinking whiskey, she "feels" Angel's presence, Angel wants to know why they did what they did. Lilah doesn't give a straight answer. Suddenly Sahjhan appears and starts to think that Angel and Lilah are working together as they seemed to be pretty cozy, but it isn't so. Angel doesn't recognise Sahjhan even though he's his sworn enemy, Angel doesn't know who he is. Sahjhan disappears as quickly as he appeared. Wesley determined to protect Conner grabs some of Conner's things and begins putting it in a bag. Lorne appears on the staircase and asks what's going on. Wesley says he's taking Conner for the night so that he can go to the park the next morning. Soon Conner begins to cry and Wesley hums a little rhyme, which Lorne reads and finds out what Wesley's real plans are, Lorne tries to run to get help, but Wesley knocks him unconscious. Wesley reappears from his office to find Angel there and tells him he's taking Conner for the night. Angel tells Wesley about Sahjhan and wants Wesley to hit the books, Gunn and Fred soon also arrive back from getting food. Wesley says he's got better resources at home and so retreats.

Fred hears something from Wesley's office, but before they can investigate Holtz and his gang enter looking for Conner. A fight breaks out in which most of Holtz men are killed or injured, Holtz retreats quickly. They find out that it was Lorne in Wesley's office, Angel thinking that Holtz's men did that to Lorne, but it was Wesley. Lorne tells them what he read from Wesley. Wesley is on his way away from Angel when a bruised Justine approaches him and starts to tell him he was right about Holtz, then she turns and slits Wesley's throat grabs Conner and takes him away, leaving Wesley fatally bleeding. Angel decides that he has to go out and look for Conner as Holtz's stunt was only to buy Wesley some time. Angel finds out where Holtz is from one of the injured there and heads off. Holtz and Justine have met up and are on there way to Utah to bring up Conner. Lilah also looking for Conner has a whole team on the look out, they find something and are off. Angel's there too and steels one of the vehicles to chase after Holtz and Justine. Angel finds them and all of the people who want Conner are there, Holtz, Angel, Lilah and Sahjhan makes an appearance. The only way to keep Conner alive is to let Holtz have him, Angel reluctantly lets this happen, Sahjhan creates a dimensional rip which leads to a hell dimension in which Holtz jumps into with Conner. A heartbroken Angel just lies on the ground staring at the last space his son was in pure disbelief while the rest of the people there disperse. 

Angel returns back from his ordeal to stare at Conner's charred crib. Fred and Gunn are looking through Wesley's things at his apartment, not knowing of Conner's abduction to another dimension. As they leave Wesley's Fred tries his mobile again as they get into Gunn's truck, a phone is heard nearby in the park, it's Wesley, though they don't hear it. At Holtz's Justine returns to tell the trainers that Holtz has gone with Conner and that they have to finish the mission and kill Angel. Fred and Gunn return to the Hyperion where Lorne tells them that Conner was taken through a portal to another dimension. Fred has some memories of herself going back through the portal to Pylea and feels for Conner. Angel on the other hand doesn't care about Wesley's whereabouts or his motives behind what he was doing, he only wants to get Conner back. Angel decides to go into research mode about the dimension that Conner was taken to by Holtz. They can't seem to find anything, Angle tells them to look for Sahjhan he's the one who started it all. At Wolfram and Hart Linwood questions Lilah about her meetings with Angel and Sahjhan and about Conner going to a different dimension with Holtz. He's not much pleased. Back at the Hyperion they're still looking for Sahjhan though they can't find anything about him, Fred wants to call Cordelia but Angel puts a stop to that one quickly. Angel then tells them to forget about the research and it seems he's going after the people responsible for taking Conner from him. Fred and Gunn go quickly to find Wesley. In the park outside Wesley's house a homeless man spots Wesley and turns him over. Takes his wallet and hinds Wesley's body.

At the Hyperion Lorne returns after finding out what he can about the dimension. He sees Angel collecting various objects and taking them upstairs. In a room upstairs he finds Linwood tied to a chair with multiple bruises and cuts. Lorne tries to reason with Angel to stop him doing this but it doesn't work. After some threatening Linwood gives in and he gets Lilah to help him out of the situation by helping Angel, as a client. Back at Holtz's Justine gets a visit from Gunn and Fred. They and try and bargain with her but it's not working. As they try and leave some of the trainees appear and try and keep them there. One holds a knife to Gunn's throat reminding Justine of Wesley, and tells them to stop so that they can leave which they do. At Wolfram & Hart Lilah is escorting Angel to an elevator. They are going to the white room. Angel goes to the elevator and plugs in several buttons after which a new button appears and he presses that one, upon which they enter the white room. There's a small girl sitting in a chair in the middle of the room. The girl taunts Angel, about wanting his baby back. The girl tells them why Sahjhan isn't corporeal. He used to be, and when he was he was responsible for many killings and maiming. A spell was done by them to not make him corporeal anymore, and then he could do no more damage. Angel's prepared to pretty much do anything to get Conner back, he's about to snap Lilah's neck. Then the girl gives him a spell to do. Gunn and Fred are looking through some retrieved diaries of Wesley's. They find out why Wesley took Conner away, they found the prophecy which he was working on, the father will kill the child. Angel is in the lobby of the hotel painting a pentagram, fro the instructions given by the girl. Lorne keeps asking him to stop but he doesn't. With the addition of human blood from Lilah the incantation is said and Sahjhan is summoned and made corporeal. Though he's not summoned there, he lands in the street where he gets knocked over by a car and ultimately starts the mayhem.

As they think that it hasn't worked Angel decides to try some more torture on Linwood. Fred and Gunn soon arrive back at the hotel and tell Angel of the prophecy, and Angel says that he would never do anything to hurt Conner. Angel walks into the courtyard of the hotel, Justine fires an arrow at him, and he gets shot the next time he dodges it. A few trainers are battered to the ground by angel, followed also by Justine. Angel finds where Sahjhan was brought forth. Gunn and Fred soon follow seeing that Justine was driving Fred's car they go after her. Back in Sahjhan chamber Justine remembers her first meetings with Holtz, which are soon shattered by the entrance of Gunn and Fred. She tells them that she slit Wesley's throat and whereabouts he was. From behind Sahjhan walks in. A fight breaks out and lucky for Gunn Angel soon arrives. Sahjhan ten tells them that he re-wrote the prophecies. Angel's son was going to kill Sahjhan when he grew up, so he changed them so that something could be done about securing his future. Holtz didn't have the spine to go through with it though Wesley did. Though Angel is no match for Sahjhan or Gunn put together. Just as Angel's about to get a stake through him Justine brings along a vase which traps Sahjhan in it. Holtz had it first. Gunn, Angel and Fred go and try to find Wesley. Though as the sun comes up Angel returns to the hotel. Angel and Fred find Wesley and he's at the hospital, Angel goes to visit him. As Angel goes in tells Wesley he understands why he did, and an expression of calm comes over Wesley, without warning suddenly Angel grabs a pillow and puts it over Wesley face attempting to suffocate him and calling him a son-of-a-bitch for taking his son. Several doctors and nurses come in and Gunn to try and get Angel off him.

Gunn & Fred are still trying to organise the files, Fred thinks it's best if they keep busy and keep their mind off what might happen in the future. They're not sure whether Angel wants to finish off what he started in the hospital. They hear the front door open and it's Cordy and Groo with huge smiles on their faces. Cordy's soon disappears as she feels that something's going on. Upstairs Angel's staring at Conner's empty crib, Cordy walks in and comforts him as Angel drops his head. Meanwhile at a casino that night a demon gives another demon a card to Angel Investigations and orders him to go and collect the soul. Cordy decides to stay with Angel all through the day as he sits and thinks about what has just happened and losing his son. Meanwhile downstairs in the lobby life goes on. In Wesley's office Gunn and Fred are talking to an elderly demon couple who previously went to Wesley for help, but since he's out of the picture Gunn and Fred have taken their case. They have a squatter who spits mucus residing in their home, Gunn offers to clear him out of there. Just before Gunn sets off Lorne walks into the office and sets down a box of Wesley's stuff, suggesting to keep it out of sight, as Lorne then goes out to make a house call. At the hospital Fred walks into Wesley's room carrying all of his stuff in the box. She then goes on to tell him that she understands what he did but she didn't think that he had the right to keep what he knew to himself or go to Holtz about it. He should have trusted them enough to tell them. Fred suggests that Wesley not come back to the hotel ever, Angel might want to finish off the job he started. Back at the hotel Groo greets a person who walks through the door looking for someone, he hands Groo his card and goes off again.

Gunn is walking through the tunnels of the sewers looking for the elderly couple's home. He finds it and enters to find a mucus ridden home and a demon, but not the small demon he thought he was going to face, a much larger one. He fights and it dies. As soon as he gets up from killing the demon, the demon that visited the hotel greets Gunn. Seven years earlier a younger Gunn walks into that same casino that was seen at the beginning. There Gunn makes a deal with a demon, called Jenoff, he signs it in blood, that his soul is Jenoff's in exchange for something, not known. Back to the present day the repo-man reminds Gunn that he signed a blood oath, and gives him 24 hours to give Mr. Jenoff his soul. Gunn arrives back at the hotel, not the happiest person there. Cordelia sees this and tells him that him and Fred should have the day off tomorrow and spend it together. The next morning Fred hears her cell phone ring and she picks it up, it's Gunn and she's saying what's he wearing. She gets it right on the second attempt upon which Gunn enters her room with a tray of breakfast for her, and saying that today is their day off and they're going to spend every moment together. At the hospital a doctor tells Wesley than there's no infection and that he can go home later that day, when asked if there's anyone that can pick him up, there's no one for Wesley anymore. Back at the hotel in Angel's room, Angel's still staring at Conner's crib, he suddenly says something, Conner was going to be left handed, as you could tell when he gripped your fingers. Fred and Gunn are sitting in an outdoor cafe marveling at the day that they have ad so far. Fred twigs that it's been a little too perfect, and thinks that there's something wrong, she thinks that Gunn has leukemia. Gunn says he hasn't, but Fred still knows that there's something going on. She asks if it's her, if there's something wrong with her and if so what. Gunn replies to that harshly, and asks if he's got to make a list. Things turn ugly and Fred asks if there's another girl, Gunn says her name is "I'm a real woman, not a stick figure, get the picture." Fred gets the idea and Gunn walks away.

At the hotel Cordy says to Angel that she can't understand what he's going through with losing Conner, but the hurt will stay there, but he'll go on, she doesn't know how but he'll go on living. There's a knock at the door, it's a very tearful Fred and she says that there's something wrong with Gunn. At the casino Jenoff digs his fingers into the eye socket of a man and so consuming his soul. Gunn soon arrives, never has there been anyone so willing to give up his soul. Back at the hotel Fred explains the story to Groo, Cordy and Angel downstairs. She says that Gunn said a lot of mean things to her, but he never would have usually said those kind of things to her, so there must be something going on. Angel decides to help her out, the doesn't want to lose another family member. Meanwhile Wesley arrives back home to his empty flat, with his box in his hand. At the hotel Cordy tries to get Gunn on his phone but know one picks up. As they all go and leave to find Gunn Fred suggests leaving a note behind for Lorne, Groo suggests they leave a small rectangle like the demon that came in the morning did. Angel sees the card that Groo produces, it's for Jenoff the soul suckers casino, where they all then head off to. Back at the casino Jenoff tells Gunn that it won't hurt. Suddenly Angel and the rest of the gang burst in through the door looking for Gunn, they manage to fend off a few demons, but soon they are overwhelmed. Angel asks for the boss, Jenoff steps forward. Angel demands that Gunn has his soul back, but Jenoff declines. Angel gives him the chance to have his soul and Gunn's if he loses one game. Jenoff take him up on the offer of double or nothing. Cordy reminds Angel that if he loses his soul then he'll become Angelus, so he gives her a stake and tells her to ram it in hard if that happens. The game is simple, cut the deck and whoever gets the highest card. Jenoff goes first and gets a nine, Angle then goes and gets a three. In a moment Cordy uses the stake that Angel gave her and rams it into Jenoff's hand while Angel lobs off Jenoff's head with his axe. But it's not that easy to kill him, as a new head begins to grow from the old neck. Angel cries out to the rest of the demon population, if there's anyone else who has a debt to him, a pile of demons rise up against Jenoff while the team make their way out. That night Fred asks Gunn what he used his soul for, and it was for his truck, to help save more people from vampires, as he didn't think he had a future, but now he does. At the hotel Cordy's just about to check in on Angel and sit with him again, but from the door she sees him dismantling Conner's crib and leaves him. 

Angel the the remaining gang attempt tore-model Angel's room after the fire that went on in there. After a few suggestions from Groo and Fred and Cordy Angel just wants things back to normal as they were, and then he heads off downstairs to find any customers. Downstairs a man is looking for someone in the gang, and doesn't find anyone, as he turns to the door a slug like creature makes for his mouth and goes down. As Angel tries to meet and greet this man he turns away, saying we are thirsty leaving Angel standing alone in the lobby. Cordy comes downstairs to see Angel staring at the pentagram painted on the floor, thinking that it was that that scared the customer away. Cordy tries to get Angel to tell her about what happened while she was gone and why she wasn't called back. Angel doesn't want to open up, but suddenly he does and tells Cordy most of what happened. Cordy tries to explain to Angle there could have been something she could have done with her new demon half to herself. Cordy tells him that he needs to focus on something, Angel asks for a case to work on. Across the street in a juice bar the man who previously was at the hotel is now demanding drinks, and scaring customers there. At Wolfram and Hart Gavin and Lilah meet in the hall, where Gavin tries to congratulate on her workings with Angel. The false-ness in the situation soon emerges and they part, on their normal terms. Back at the hotel Fred still wishes that Wesley was back, thinking that it could still happen, though Gunn brings her back down to earth telling her that it's never going to happen, he could never forgive Wesley for taking away his only son.

Cordy and Groo are trying to get the stain out of the pentagram out of the floor, only nothing's working on it so they both give up on it. Cordy suddenly has a vision of Angel getting thrown across the lobby of the hotel. Lorne walks in and says that there's a guy at the juice bar across the street cracking up. They all head over to find the bar empty apart from the man drinking the juice. Angel tries to approach him, but he doesn't take it too kindly and Angel has to knock him out before they take him to the hotel. There they see his face is totally cracking up so they find some water to give him. Mr. Spivey gets up and points at Angel saying that it's all Angel's fault, after which he falls into a heap of dust on the floor. Out of the bottom of Mr. Spivey's shirt comes a slug, and disappears as quick as it came. Angel still doesn't understand what it has to do with him, and Cordy points him to the pentagram on the floor. Angel quickly dispenses weapons and splits everyone up, Cordy and Groo go together, Fred and Gunn stay in the lobby while Fred does some research and Lorne and Angel go together in the hunt. Angel and Lorne hear something and enter a room, where they see a slug drinking from a toilet, they try to kill it and Angel stabs it, but it still manages to get away. Cordy and Groo have a similar experience but there's just gets away. Both groups bump into each other and tell each other that they both found some slug, and now there are more than one in the hotel. Fred's researching isn't getting them any further, she's not used to looking up magical things, but Gunn tells her to persevere, Wesley's not coming back. At Wolfram and Hart, Lilah gets another visit from Gavin telling her about the slugs that have infested the hotel, which could kill Angel, going against what the senior partners have in store for him, so she has to do everything in her powers to keep him alive, for the time being, as Linwood is out of the country at the moment.

Back at the hotel Angel tells Gunn that there's more than one, but now that they know that they glow in the dark, it'll be easier for them to see them if they turn out all the lights in the hotel, which Angel tells Gunn to do. Fred sits with a small light researching while the rest of them head out to hunt slugs and Gunn stays with Fred. Before Gunn gets back to her a slug is crawling on the wall behind her and she turns she screams and the slug goes down her throat. Gunn returns to her and Fred grabs a snow globe from Angel's desk, breaks it open and rinks form it, Gunn realises what's just happened. Meanwhile the rest of the gang have stumbled into the south part of the hotel. There's a ball room there, where they hear some bird like noises. They go in, Lorne plays with the idea of making that place a night club. Gunn and Fred rush in and Gunn tells them what's just happened. Meanwhile Groo has found the location of the sound, it's underneath the hotel. They hack a hole through the floorboards to find a sea of these slugs, which begin to escape as soon as the whole is there. They all rush into the kitchen. But Gunn's not with them. Angel tries to get some information from Fred but all she says is that the destroyer is coming. Meanwhile Gunn is at Wesley's trying to get help to Fred, Wesley helps, only because it is Fred, but he doesn't want to see any of them ever again. At the hotel things are hotting up, Angel sends Cordy, Groo and Lorne to take Fred to the hospital while he fights off the slugs, but Cordy stays behind with him. In the lobby Lorne, Fred and Groo are met with Gunn holding a bottle of Vodka, with which he feeds to Fred, and the slug comes out of her throat and is a slightly off colour. Groo stabs it and it is dead. Meanwhile back in the kitchen the fight seems to be getting Cordy and Angel nowhere. Cordy suddenly grabs on of the slugs and she starts to glow, a bright white light emits from her body and kills off all the slugs. The gang are all back in the lobby when Fred mentions that the destroyer is arriving now. Upon which a spark occurs in the lobby and a huge demon follows it and a person. The person sends a blow to the demon then says hi dad to Angel...

Conner takes aim and fires stakes out of a gun strapped to his arm, they head towards Angel, one goes into his shoulder and the other is deflected. Groo has thrown an axe to Conner and Conner simply deflects this too. Gunn heads for the weapons cabinet as Cordy guards Lorne and Fred. Cordy throws Angel a sword which Conner takes out Groo and Gunn. Angel and Conner fight until Conner is on the floor with Angel using his own weapon against Conner. But Angel sees his son lying there and can do more and gets up and lets him go. Conner runs out of the front door of the hotel into the streaming sunlight, Angel runs after but has to be restrained by Groo and Gunn, otherwise he'll turn into toast. Groo and Gunn see Conner stand in the middle of the road and then hump onto the next bus that comes along. Angel gets the rest of the gang ready to find his son and they check up the bus number while Angel hits the sewers to try and find his son. Cordy takes charge and splits everyone else up. Lorne is off to see someone who can fix the whole to another dimension they've got in the lobby and sends Gunn and Fred off to find Conner, while her and Groo stay in the hotel to guard the hotel from anything else that might decide to jump out of the hole. At Wesley's there's a knock at his door it's Lilah. He tells her to go away but she still enters. She offers Wesley a job at Wolfram & Hart, but Wesley declines it, as Lilah leaves she gives Wesley a book, where the worst place in hell is saved for those who have betrayed their friends. Conner is still riding around on the bus in LA, he soon jumps off. Angel phones Gunn to ask about Conner, he says that he's left a trail, Angel thinks he's hurt some people. It's just that not many people in LA have scene a boy riding on top of a bus, Fred and Gunn follow the trailer of gawkers further into town. In a spillway Conner sees a young woman and a man, things get violent and Conner steps in, the man begins mocking him and three other guys step out and one knocks him unconscious.

Tyke, the ring leader, orders one of the other men to get rid of Conner, as Conner is about to get hit he fights back and beats all the rest of the men there hands down. He then gets to work on Tyke and slams him on the top of a car. Just as he's about to kill Tyke the young woman tells him not to. She quickly grabs some money and drugs from Tyke's coat pocket and grabs Conner and runs for it. But before Conner goes he cuts Tyke's ear off, so he remembers him. At the hotel Groo is consciously guarding the hole in the lobby. Cordy wonders how he can do it. They begin talking just below the hole then suddenly a bolt comes out of the hole knocking both Groo and Cordy in opposite directions and unconscious. At the spill way where Conner was at before there are police cars now, Gunn talks to one of them and then goes to Angel and tells him what's going on. Conner was apart of what happened here, but he's gone now, Angel decides to keep looking and tells Gunn and Fred to return back. Sunny takes Conner to an abandoned hotel where she gives him some new clothes to wear and some new things to eat, which Conner totally enjoys. Conner sees a spoon and just about to use it to eat Sunny takes it away from him and tells him that it's not for eating, it's for taking "medicine" with. She explains she uses it when she is sad, but Conner still doesn't understand the purpose of it. Fred and Gunn arrive back at the hotel and look in shock to see Cordy and Groo on the floor, out cold. Back at the hotel Sunny makes a move in and kisses Conner, he kisses her back and she tells him that she'll be right back and goes off. A honking horn wakes Conner from his sleep, he goes to try and find Sunny. He finds her in the bathroom with a needle in her arm, dead. As he turns to go he's faced with Angel.

Angel quickly tries to check whether Conner has taken anything, Conner scrambles away. He grabs Tyke's coat and begins smelling it, he wants to track him and kill him for killing Sunny. The pair exchange blows while Angel tries to get Conner to calm down, then Conner tells him not to call him Conner, his name is Steven and he's not his father. Cordy is holding an ice pack to her head, and Groo and Cordy tell the other what went on. Lorne arrives back and brings with him the person that will help them fix the hole in the lobby. but this woman suddenly disappears and reappears coming down the stairs. One of the problems dealing with interdimensional magic. Angel tries to talk to Conner using the name Stephen and wants to find out what he's been doing and has he got any friends. Angel wishes he hadn't given up and he was trying to get him out, Conner says he managed to find a way out. Their conversation is soon interrupted by Tyke and his gang. Conner tries to have a go at him, but Angel holds him back and tries to reason with Tyke, but he's not having any of it. A fight breaks out and Conner and Angel are fighting together. Suddenly the police arrive and there's gunfire, Angel and Conner lie flat on the floor. Angel finds an opening in the shoot out to get Conner to safety, he tells Conner to head out of the window. Conner hesitates at the window then Angel gets up seeing a police officer with a shot gun who's about to fire at Conner. Angel takes the bullet for his son and leaps out of the window with him. Back at the hotel the Mistress Meerna has fixed the hole in the lobby, but she explains that something was trying to punch it's way out, and she doesn't want to stick around to know what and so leaves. Conner and Angel are running from the scene and dodging police cars. They stop for a second to let a police car go by and let Angel recover slightly from his gun shot. He tells Conner he's not alone, after which Conner leaves down the nearest alley, leaving Angel standing alone. Conner runs down this alley and stops, a person comes from behind, Conner says hi dad, and it's an older looking Holtz... 

Angel's still not answering his cell phone and the gang start to get worried at the same moment as a bruised and battered Angel walks into the lobby. The group thing that Conner did this to him, but Angel corrects him saying that his name is now Stephen and he didn't do the majority of this. The rest of the gang seem bewildered about the fact that he knows where Conner is, yet he hasn't brought him back there, just left him alone in the streets of LA. Angel reassures him saying that if he wants to come back here, he has to come back on his own want, not be forced. Meanwhile Conner is at a motel and asks for a room for him and his father, Holtz. At the motel Conner forces some food out of a vending machine and gives a newspaper to Holtz and puts the food down. Holtz sees that they have only been gone days, and seems disappointed. Conner doesn't seem to like it in this dimension, there are too many people it's not like home, but Holtz reminds him that Quor-toth wasn't home it was a prison. Conner says that Holtz shouldn't have followed him back here, he would have killed Angel. Holtz says that he knew that Conner would want to come back to see his father, see who he really is. Conner tries to deny this but Holtz knows it's true. Holtz tells him that he has to walk into Angel's world and discover how much of Angel is in him so that he can fight it. Meanwhile at the hotel Lorne brings a crystal along to Fred who uses it to power a Geiger Muller tube to check for background radiation, as anything that came from Quor-toth would emit some kind of radiation. Cordy asks Gunn about Angel and he says that he's still upstairs, Groo looks on at this point. He then heads outside and Lorne's there too. He asks Lorne about Angel's situation but cunningly adds a sub-text, about him and Cordy. Groo realises that him and Cordy may never be, as long as Angel is there. Groo then goes out for a walk in LA. Upstairs Cordy talks to Angel about Conner, Angel feels as if he's even further away from his son than before he got taken, he's missed out on so much of his life. Wesley is at his apartment and receives an email to meet him somewhere. Back in the lobby of the hotel Fred's using the Geiger counter to see for any radiation with the rest of the gang behind her, she finds something particularly "hot", it's Conner who's standing at the door.

The rest of the gang make themselves scarce so Conner and Angel can talk. But this is short lived as Cordy gets a vision and relays it to Angel. Angel decides to invite Conner along to this dangerous mission. Conner goes along with, looking interested. At a dark bar with some loud music playing Wesley's seen standing on a balcony. Lilah soon arrives, it was Lilah who sent him that email. Lilah points out Justine down at the bar and tells Wesley that she was tipped off about there being some vampires there and Wesley returns, the vampires were tipped off that she was going to be there. Lilah thought that Wesley would want to see the blood bath. Wesley turns to walk away and Lilah offers that she can stop everything with one phone call, but Wesley has to decide whether he's just going to walk away back to his car or tell her, that's all Lilah wanted to know. Wesley turns back and sees Angel in the crowd. Conner asks why Angel does this. Angel hands Conner a stake and tells him to put it straight through to the heat, but Conner already knows this. Angel and Justine's eye sight's meet and Justine decides to make a break for it, but the bar man is a vampire and grabs her. A fight breaks out where Angel and Conner fight a bunch of vampires. Lilah and Wesley watch from upstairs. Lilah asks who the "boy-wonder" is he fights just like, Wesley adds his father. Conner helps Justine out of there and Angel tells her to go while Conner and Angel finish off the rest of them. Conner chases one outside, soon after Angel follows and Conner stakes another one in the alley way outside the bar. Angel and Conner play fight for a while and Holtz watches on from a stairway outside another building. Conner back in his motel room tells Holtz that he remembers who Angel really is, his true face, but Holtz knows that Conner is meant to be with Angel. Conner doesn't seem to like this idea. Back at the hotel Angel tells Cordy about the fight and everything. Cordy said she saw, she was able to revisit her vision and she saw everything. Holtz tells Conner that he must seek out the answers he needs from Angel. Fred and Gunn pull up with the Geiger counter outside the same motel and see that they just tracked Conner, but then Gunn also sees Holtz there while Conner makes a break for it somewhere. 

At the hotel just as Lorne pours himself a drink Conner arrives. Conner doesn't think too highly of Lorne because he's a demon and a mini verbal fight breaks out, but soon Cordy arrives to stop it. Cordy explains to Conner that she's part demon, thin this dimension demon doesn't always mean bad. At that moment Conner suddenly lunges at Cordy with a knife. Cordy begins to glow and the knife disappears and Conner backs off and breaks into tears as Angel watches from the balcony. Angel watches as Lorne hands Conner a hot drink from Wesley's old office. Cordy said that she felt everything that he felt. Angel goes to Conner to ask how he feels. They begin to talk and Conner says he talks like his father, he just said the same thing. At that moment Fred and Gunn enter. At the motel Justine finds Holtz. Angel realises that Holtz has returned to Conner. Angel decides to go out and meet him while Gunn and Fred keep Conner occupied, as Cordy protest the plan of lying to Conner. Fred and Gunn take Conner to the Pacific Ocean. There he watches the waves lap the shore. Fred tells Gunn she doesn't like what's going on, keeping Conner distracted while Angel goes to see Holtz. But Conner hears this, even though he's far away from them and bolts for it. Cordy is just about to leave the hotel when she thinks she sees Angel and tells him how glad she is he didn't go on with the plan, but then sees it's Groo and says an awkward hi. Angel an steps into Holtz motel room and pins him against the wall. Holtz reminds him that he killed his son, Angel says sorry for it even though it doesn't mean much to Holtz, but it means something. Holtz gives Angel a letter to give to Conner, he says he's going now and that Conner has returned to him. Angel takes the letter and leaves. 

Conner is running through the street anxious to find Holtz, Angel has stopped in his car to read Holtz's letter to Conner. Conner soon arrives back at the motel room only to find Holtz not there. He hears something and sees Holtz lying on the floor with Justine holding him, and two puncture wounds in his neck, he immediately says... Angelus...

Cordy and Groo are the only ones at the hotel, Groo offers Cordy a stress relieving Pylean drink, which looks like muddy water. Cordy takes one sip of it and politely refuses the offer. Angel soon arrives back, and tells Cordy he didn't kill Holtz. Meanwhile a crying Conner holds Holtz. Justine offers to help kill him, Conner says no to that but remains quiet. Back at the hotel Angel is trying out rooms for Conner with Cordy's help, though all of the rooms he's visited seem to be okay. Angel begins to get doubts on whether Conner will actually like him, and Cordy reassures him that he will like him, because he's got the biggest heart of anyone she knows. Lorne suddenly walks in and offers Conner have his room. Cordy and Angel ask why, Lorne says he's leaving for Vegas, he's got a friend there who needs a singer and a seer. Lorne does tell them before he goes to keep an eye on Conner, something's not right about him. Justine and Conner drive into a field, Justine tells Conner it was just like where Holtz came from, England. Justine says she'd bury him, but Conner says no. He takes Holtz's body off the truck and lands it on the ground where he cuts his head off, because he was fed on upon by Angel, allegedly. Wesley's in a bar alone, when Lilah walks in and creates small talk. Back in the field Justine and Conner watch as Holtz lies on a pyre in flames. Back at the hotel Groo is on the circular couch and Fred and Gunn walk in saying what are they going to tell everyone, because they lost Conner. Angel and Cordy come down the stairs, Angel looks for Conner and doesn't find him. Groo then turns around and says he's here, they all look towards the door and he's there. There Angel hands Conner the letter that Holtz wrote him, he decides to stay with Angel for a while at least. Conner's in his new room reading over Holtz's letter, Angel gives him a new bookcase with some of the books he read when he was the same age as Conner. He asks Conner if he wants to go out that evening see an action film. Conner walks up to Angel and makes an attacking move on him. Angel defends himself. Conner says he wants to know how he does that, how he fights, Angel takes this as a happy thing and says he'd love to teach him.

In the hotel lobby Angel is teaching Conner how to fight with Gunn and Fred's help. They soon realise it's getting late and decide to make a move to the movie, Angel asks Cordy if she wants to come but she tells him that she's got to spend some one-on-one time with Groo, so Angel, Gunn, Conner and Fred go. Cordy arrives home carrying groceries and food for Groo. She finds Groo standing in her bedroom with bags around him. He tells her that he knows who she really loves, she loves Angel. Cordy's taken aback by this statement from Groo. Groo asks for her to tell her that she loves him and him alone, she tries to say this, but the words don't come out. Groo takes his bags and heads out of the door taking one last look back at Cordy. At the hotel Angel's just about ready to leave when Lorne comes in to say his final farewell and tells him that the feeling is mutual, Angel's confused. Lorne then says the feelings he has for Cordy, she has them for him too. His life is getting together with Conner back, and he should say something. Lorne then hands Angel a CD of his and says his farewells and leaves. At the drive in movie Fred, Gunn, Angel and Conner are watching a big action movie. Conner jumps as the action seems to be starting up. Fred finishes the pop corn and so Gunn goes to get more. As he gets out of the car a helicopter flies over the screen and heads towards them. Men on ropes come climbing down off the helicopter. Gunn turns back, a fight breaks out. Conner and Angel fight side by side, and Gunn and Fred do there bit do. But what they don't know is that they're being watched by Gavin Parks and Linwood in a van. As the fight dissipates Angel sees the van and heads towards it. Linwood orders the driver to start driving but it's not in time and Angel makes a grab for Linwood, Conner's there too. Linwood calls him Steven but Conner corrects him and says my name is Conner. At Cordy's apartment she's looking pretty down, she suddenly hears a voice, it's her and she's having a vision about herself. Herself tells her everything's going to be okay, and she believes herself and then she disappears. 

Back at the hotel the rest of them arrive back from the movie. Angel's humming, the phone rings and Angel answers it. It's Cordy, she says she wants to meet him and talk about his feelings for her. They agree on a meeting point and Angel tells the rest of them that he'll be gone for a bit. Wesley's in bed and he's getting that sinking feeling, in bed with him is a flushed looking Lilah. After a sparring of words, Lilah leaves. Angel arrives at the meeting point while Cordy's having a harder time weaving through the traffic to get to Angel. Angel checks the time and gets his phone out to call Cordy as she's running late, but he drops his phone down onto the beach below. As he heads towards the car Conner's there as well. He says he wants to show Angel how he feels, he walks up to Angel and then attacks him and they both fall off the cliff down the the beach. Cordy's having some more problems, she begins to slow which stops all the traffic around her but herself. When she gets out of the car she sees Skip. Cordy thinks she's going to die, Skip tells her it's not that. He tells her about what's been going on with her and her new powers and he says that she's a higher being and she has to ascend to her new level. Cordy doesn't understand. Cordy tries to explain to Skip that she's in love, with Angel and that she has to tell him, but she realises she doesn't have time. Back on the beach the fight between Conner and Angel takes to the sea, Conner takes out a knife, and stabs Angel then stuns him with a stun gun. He then takes a torch out of his pockets and waves it out to sea where a boat comes to the shore, it's Justine. Cordy asks how the Powers could do this to her now, but she realises this is the last test. On the boat Angel wakes up in a box with Conner tightening bolts on the outside of it. Angel asks why he's doing it, Conner says it because he murdered his father and Angel says he didn't. Justine says that he's lying and they continue with the preparation of the box. Angel says he doesn't have to kill him, Conner says he isn't going to kill him, he's going to let him live forever. 

Cordy realises that this is meant to be, that she is a higher being, and she says yes to skip, she then begins to float up towards the sky. As the last few bolts are put on Angel glass and metal box and he's plunged into the sea Cordy's ascending to a higher plain. At the hotel Gunn comes down the stairs with his phone. Fred says that Conner didn't want to have a midnight snack with the, he tells her he's not there and he can't get hold of Cordy or Angel either... they stand there wandering where everyone is.