Everyone at Angel Investigations is sitting down having a nice big meal, Angel, Cordelia, Conner, Gunn, Fred, Lorne & Wesley. Angel toasts his "family" but toasts without anything in his glass. Cordy fills it up, but he knocks it over. Conner then turns to him and the table is empty. Angel realises that he's not there, but really where he has been for the past few months. Sitting at the bottom of the ocean in his "coffin". Back on dry land Fred and Gunn are trying to find a vampire called Marissa, a gang of vampires are about to let them go after telling them where she can be found but they change their mind and Fred and Gunn are fighting for their lives. As soon as things look grim Conner comes in and saves them both. They go back to the hotel where Gunn and Fred both warn Conner that he shouldn't go off like that when they're working. Gunn gives Conner his axe to clean after Conner used it so swiftly. While he's doing that Gunn & Fred discuss something about finding Angel, Conner over hears and asks what's going on. Under the sea Angel's hallucinating again, he's by the bluffs and talking to Cordy. He tells her he needs her and then bites into her and starts to feed off her. Angel "wakes up" to his under water tomb again.

Wesley and Lilah are in bed together, looking rather out of breath. Lilah gets up to leave to get back to work and hints at asking Wesley where Angel is. Wesley denies any knowledge of knowing where Angel is. After Lilah leaves Wesley gets up and opens a cupboard, in which Justine is sitting bound and gagged and Wesley tells her that they're going for a boat ride. Wesley and Justine are now on a boat, and using an electronic device Wesley's scanning the ocean floor. Justine attempts to hit Wesley over the head with a wrench, but with one stern warning from him she soon puts it down again. Meanwhile at the condemned building which Gunn, Fred and Conner have gone to see Conner bursts in looking for the vampire called Marissa. She drops down from the ceiling and Conner and her fight. They ask her is she saw anything, she denies everything and flees. Conner goes after her. They're both on the roof of a building alone. Marissa says that she saw nothing, and Conner kills her. As Fred and Gunn come up to the roof Conner fakes a wound and tells them that she attacked him and he killed her. Gunn gets annoyed and starts yelling and Conner flees from the scene.

Conner's crouching on a roof top. Angel comes behind them, they start to talk then some other vamps arrive and both Conner and Angel kill them all. Angel then approaches Conner and breaks his neck. At which moment Angel wakes up again in his tomb. In Las Vegas Lorne gets a call from Fred and Gunn who ask for his help, but he quickly dismisses them and says he can't help. Fred's confused with his answer and wishes they could find someone who could help them find Angel & Cordy. At Wolfram & Hart Lilah, Gavin & Linwood are discussing the current situation. Gavin has somehow found out about Lilah's relationship with Wesley. Back to the ocean and Wesley's found something on the floor. He hands Justine a scuba mask and tells her to go down there. It's Angel's tomb and they haul it up. As Wesley opens the tomb a weakened Angel reaches out to grab his neck. But Wesley easily releases the grip. Wesley gives Angel animal blood, but it doesn't seem to be enough and so cuts himself and gives him some of his own blood. Back at Wolfram & Hart the staff meeting begins, Lilah defends herself and her actions when Linwood brings them up, she went to the senior partners and over ruled Linwood and she executed him, literally with Lilah now the new boss.

Gunn and Fred receive a phone call, thinking it could be a paying customer. After which Fred goes up to see Conner and to give him some food. She also lets him know that he will soon feel as much pain as his father and then stuns him with a tazer. Conner wakes up dazed and tied up. Fred's fuming about what he did to his father and blasts him with the tazer a few more times. Soon Wesley arrives with Angel, still very weak. And as soon as Wesley arrives he leaves as well. Between this time Conner seemed to have broken free from his ropes. He knocks both Fred and Gunn out leaving Angel standing in the way. Angel forces Conner to sit down and talks to him. Conner tries to use force and leave but Angel bats him down again. Angel tells him he loves him and then tells him to leave his home, which Conner does. Angel nearly collapses on the floor, Fred and Gunn quickly stop him. Angel says that the only thing he needs is Cordy, they have to find her. Saying that we see Cordy, and she's on the higher plain and then says, "I am so bored!".

A young girl, Gwen, arrives with her parents at a place called Thorpe's Academy in 1985. Her parents then leave, leaving the girl alone. One day sitting by herself in the playground she eats her lunch. She has a few problems eating her yogurt while having gloves on, so she takes them off. A Young boy approaches her and gives her his toy car. As she touches it a spark flies out of her and electrocutes and kills the boy. Back in the present Fred, Angel and Gunn are in Cordy's apartment looking for clues and clearing things away as the apartment's going on the market again. Phantom Dennis doesn't want Fred to be packing Cordy's things away and so keeps taking things out of the packed boxes. They plan on taking Cordy's stuff back to the hotel for storage until they can find her. Meanwhile Wesley and two other men appear to be fighting a demon of some kind. Angel's there to see Wesley, he asks if he can lend a hand as Wesley cuts the demon down, literally. As Wesley's about to leave he hands Angel a file, in it all the information he's been able to find on Cordy's disappearance. He tells Angel what he needs to know, a demi-goddess called Dinza will be able to tell him where Cordy is, as he says his final words Wesley leaves. Angel manages to find Dinza's lair, and as he enters the entrance behind him closes off. Dinza tells Angel how to find Cordy, she tells him to find something called the Axis of Pythia. Dinza tells Angel that she would love to keep him but he has so much more to lose.

In a bar somewhere a woman meets a man for a meeting, it's Gwen. He wants Gwen to steal an item, Gwen refuses at first as he tried to con her saying that the Axis of Pythia was worth less than it's actually worth. A deal is made, just before which Gwen fries the man's twelve thousand dollar watch, and then she leaves. On Cordy's higher plain she can see exactly what's going on and what Angel and the gang are doing. Fred is explaining to Gunn and Fred where the Axis of Pythia is and that it's going to be hard trying to retrieve it. Angel provides some building plans and Fred gets to work on a working plan for them. Meanwhile Wesley and Lilah are at it again at Wesley's apartment. Wesley tells Lilah that it was necessary to raise Angel from his watery cave to fight people like her. Meanwhile Gwen is getting ready to pull off her job. She's on a roof top and gets into the security ridden building with ease. Soon after Angel, Gunn and Fred follow. With a few gadgets from Fred they too are into the building. When in there Fred explains the plan again to Angel and Gunn and they're all off. While on Gunn's own mission he finds most of the guards are already knocked out and Fred finds that the system has already been made inactive. Angel gets to the vault to see Gwen there stealing the Axis. He tries to explain to her that he needs it desperately and Gunn soon arrives as well. Fred manages to get both Gunn and Angel into the room vault with Gwen. A fight breaks out and Gwen shocks Gunn which ultimately kills him, as soon as Fred arrives. Gwen makes a quick exit after she shocks Gunn to the living again. Angel and the gang head to a hospital.

Conner is on the streets, he sees a camp of some sorts and decides to settle in there. Lilah's watching from afar, and Angel's not far behind her. Angel tells her that he wants to know which client of Wolfram & Hart has the money for the Axis which he needs, with a threat from Angel, Lilah decides to do this for him. Back at the hotel Gunn is examining is EKG, Fred gets very upset and tells him that he left without her, Gunn gets up and comforts her. Meanwhile Gwen is on her way to deliver the Axis to the buyer at a private high rise building. Angel's not far behind. He tries to get the Axis from Gwen and a fight breaks out. She eventually sends a strong enough shock through to Angel that it starts his heart beating again, and he grabs her and kisses her. While they kiss some metal bars come down closing Angel and Gwen in a plastic elevator. The buyer comes out, and it appears to be a double crossing. Some gas begins to come from some vents in the elevator. Angel tells Gwen to get down while he tries to punch a way through to the wires. Which he manages to do, and with a shock from Gwen they're both out. They confront the buyer and Gwen's about to shock him to kingdom come but Angel stops her, only to knock him out himself. Gwen gives Angel the Axis, on the basis that anyone who's as bad as stealing as him must be in love with her.

Back at the hotel Angel uses the Axis to find Cordy. And he does, he knows she on a higher plain and that she's home for her. We see Cordy on her higher plain wanting them to get her out of there!

One night as Conner fights a vampire, Angel's on the rooftop watching over him, and helping him kill the vampire. Fred and Gunn find him and Angel says that they're going on a little trip, to Las Vegas. When they arrive the first thing Fred wants to do is to find Lorne. He's apparently at the Tropicana Casino, but Gunn & Angel finds that hard to believe as it's a pretty big casino and he would more probably be in some off the street place seeing as he's demon. But they're wrong and Lorne is at The Tropicana, as they drive by a huge billboard with Lorne all over it. They go inside and watch Lorne perform. He goes around the audience looking for sing-a-longs. Angel and the gang expect Lorne to approach them but are shocked when Lorne blanks them. They go and see him backstage and he blanks them again. Lorne is escorted away to his own room where the owner of the casino, Lee DeMarco soon meets him. Lee compliments Lorne on a blistering performance. And then wants him to get ready for his next performance and tell Lee something. At first Lorne refuses then gets a blow to the stomach from Lee's right hand man. When Lorne is shown a floor plan of the audience he tells Lee of all the various people who he has read and what their futures are. As Lee leaves he presses a button and some bars come down over the doorway of Lorne's room.

Back in LA Wesley's in his apartment on the phone to Lilah, and also on the phone to his own colleagues of his demon hunting team, stealing Angel's clients while he's out of town. Back in Las Vegas Fred, Gunn and Angel are all sitting at a blackjack table where they're discussing why Lorne hasn't come to say hi yet. Gunn reckons the fame has got to him, while Fred's still be optimistic. Angel sees a Lornette (one of Lorne's dancers) give a chip to an audience member of one of Lorne's performances and directs her to a special game. Angel gives the Lornette a note to give to Lorne. Angel looks around the casino and notices how the people on the slot machines seem some what mechanical in their movements. Cordelia in her higher plain gets a bit cranky as he seems to notice how something's a bit weird there but doesn't notice her up there wanting to come back down. Gunn and Fred at the blackjack table suggest maybe finding Lorne, meanwhile Angel's being dragged out of the casino and being roughed up by a couple of casino workers. He puts on his game face and turns the tables on the fight. He sees the same audience member which he saw before, inside the casino. She almost gets run over, but Angel saves her. She needs more quarters and somewhat unchanged by the fact she nearly got run over. Angel follows her to see where she's going. Gunn & Fred are back at Lorne's room where they see two guards guarding the room. Fred sees a girl coming out of a changing room as a Lornette. She dresses up as one and blags her way into Lorne's room. Lorne's ecstatic to see her. Fred goes out of the room saying that Lorne did something to her and the guards should go in and see whats up. They go in and Lorne runs out, with Gunn's help they lock the two guards in the room and run.

Angel's in a special game room where he's told to leave. Lee throws Angel a chip and Angel catches it, tosses it and says he's not playing. The chip magically moves to a place on the playing board, but the chip loses and Angel turns into one of the slot machine people already in the casino as Lee shows him out with his bucket of quarters. Back in the casino Lee is told that Angel is a vampire, with a soul. Lee tells his right hand man to get on the brokers and get in contact with the law firm in LA. Gunn, Fred and Lorne run into some trouble trying to escape. Lorne grabs a microphone and belts out a high pitched note causing bulbs to crack and break up causing some chaos which they use to escape. As soon as they're in the clear Gunn confronts Lorne on what he was doing in there and told him he could have said no. Lorne tells Gunn he did, and then in front of him Lee blew the brains out of one of Lorne's dancers. They finally find the car and pull up outside the Tropicana to get to Angel, Gunn goes to find him. Gunn finds him in a state and says they have to go, but some security guards turn up and take him away along with Fred and Lorne who they found. They're all in Lee's office, apart from Angel who's still on the slot machine. Cordy, in her higher place, wishes there was something she could do to get Angel in the office. But she can't interfere. On the slot machine all of a sudden Angel hits the jackpot. Lee order they get him into the office. Angel's in the office and Lee puts the win down to a fluke. A gun gets pointed to Fred's face, there's something going on. Angel finally reacts and vamps out. A fight ensues which leads to the breaking of the magical device which held everyone's destinies. Everyone is restored and they head home. When they arrive, in the lobby of the hotel they see Cordy standing there. She asks where is she and who they all are...

One night a family are stuck with a broken down car. Conner arrives offering his help, the father says that he's called someone already. Soon enough help arrives and Conner disappears. The help turns out to be vampires, two of them try and kill and feed the family but Conner kills both of them and disappears as soon as he arrives. Later that night Conner makes his way to the hotel and breaks in and creeps around. Also that night Cordy still has no idea who she is or where she is who anyone else is. Conner watches from the balcony above as Angel, Fred and Gunn try and convince Cordy of who she is. Lorne's approaching from the garden and not wanting to alarm Cordy of demons and what nots Gunn ushers him away before he makes an entrance. Meanwhile Angel and Fred look for things of Cordy and talk of what they're going to tell her. Angel's worried about Cordy finding out he's a vampire and would rather her get to know him before he reveals that side of him. Cordy starts to get very nervous and scared of what's going on. The phone suddenly rings, no one picks up. Cordy wants to go elsewhere, then the machine picks up the call and it's Cordy's voice giving the message which convinces her of her place there. But the message suddenly turns to the topic of demons, which Gunn and Fred then take care of. Cordy's shown her room at the hotel now, with boxes full of her stuff from her apartment. After showing her the room she sees a picture of a baby and Angel tells her that's his son Conner. Angel leaves for Cordy to gather her thoughts. Cordy changes and tries on her name, she still can't get used to what's going on. She flicks through some pictures of her and her high school yearbook, which mention some pretty strange things which she doesn't quite understand. She finds another picture, this time of her holding a baby with Angel very close, which leads her to think she's the mum.

She wonders around the hotel, she hears some singing and so heads for the direction of the noise. She stops at the door and listens until Lorne comes by and shuts the door. When Cordy makes it to the lobby she just misses Angel trying desperately to hide his jars of blood. Cordy sees a spot of blood on the counter and gets suspicious. Cordy considers leaving but Gunn & Fred return from their demon slayage, and Cordy hides under the counter. She sees Gunn's axe above her coated in some kind of purple stuff, and hears them both talking of killing babies. In shock she jumps up frightening everyone a bit. Cordy completely freaks out and tries to run out. Some Wolfram & Hart lawyers appear, Angel goes after her but Cordy manages perfectly on her own and disposes of a lawyer with ease. Cordy reckons she's a spy and they're trying to brainwash her. Angel convinces her otherwise. Back in the hotel, Angel and Cordy are in Cordy's room talking. They lean in, almost kiss. Cordy hands Angel some crosses, he vamps out leaving Cordy to scream and run out. While running she gets to the lobby where she literally runs into Lorne and they both fall to the floor with screams. The whole gang appear in the lobby and decided that it might be time to tell Cordy the truth. Back in a room somewhere in the hotel Cordy's been told the whole truth. She finds it quite hard to believe. Angel suggests that Cordy pick a song, so that Lorne can read her future. As she sings Lorne turns slightly more green than usual and flees out of the room. Angel goes after him to see what was so bad, Lorne just tells him bad things are coming.

Cordy wanders through the hotel, she calls out for someone but no one's there. Then suddenly, Lorne's client's there he opens his mouth and it's huge and he starts chasing after Cordy. When Cordy gets to the lobby of the hotel Conner helps her and fights and kills the demon. Cordy asks her to take her away and Conner offers his hand and they both leave. Meanwhile Wesley & Lilah are doing what they usually do. Wesley loses a bet and pays Lilah a dollar, but Lilah wants him to sign it for some strange reason. During the night Lilah gets a call, Wesley over hears. Back at the hotel the gang find the body but no Cordy. Conner and Cordy appear to be in a museum warehouse of some kind. It's where Conner now lives. When Conner tells Cordy his name she figures out he's Angel's son, and is completely upfront of why he's not living with them. Cordy thanks him for that. Meanwhile Angel's frantically looking for Cordy and not coming up with anything. Wesley arrives at the hotel and tells them where she is. Angel's happy that she's safe with Conner. They decide to go and get her seeing as Wolfram & Hart are also after her. At Conner's living quarters the Wolfram & Hart workers have already got in. Conner's few traps have worked and have injured some of them. Together Conner and Cordy fight, with Lilah watching via a camera on the roof. Just as things look hopeless Angel, Fred and Gunn arrive and the lawyers skid addle. Cordy decides she would rather stay with Conner than go back to the hotel with Angel, as he was the only one who was honest to her. Angel's disappointed but know that she will be safe. When Angel, Fred & Gunn arrive back at the hotel they find Lorne bound and gagged with a bad gash on his forehead. It was a trick, Wolfram & Hart wanted to get to Lorne because they wanted to know the knowledge that he gained after he read Cordy. Wesley's angry that Lilah played him, and tells her when he goes to visit her. Things are getting complicated, they're never easy.

At the hotel Fred's screaming with delight, she's got her first physics theory published in a science journal, she's completely over the moon. Gunn attempts to read it, but finds himself lost in the words. They soon find each other in each other's arms. Meanwhile Angel's giving Lorne some food while Lorne lays slumped in bed still recovering from the hole in his head. Angel hears something down the hall and goes to investigate. It turns out to be Conner, who climbed through a window, just to get some of Cordy's things. Angel tries to be nice to him, but Conner just gives him the cold shoulder and takes her things and leaves. The next day Angel makes his way downstairs where Fred's in the office talking to Lorne, it seems she's got the chance to tell her theory at the Physics Institute and she's practicing her speech. Also reading Fred's theory is Wesley, he then gets a surprise visit from Lilah who hands him a gift. Wesley opens it and inside the box is an ancient helmet. She kisses him but Wesley holds back and explains that he has to leave. After he leaves Lilah sees the article by Fred on his table. At Conner's Cordy's putting up pictures that Conner's collected for her. She asks why there are no pictures of Angel, and Conner lies telling her he couldn't find any. Cordy tells Conner that there's still something missing in her. Conner thinks it's the fight and so recommends that they go out for a hunt.

Fred, Gunn & Angel all arrive at the physics institute ready for Fred's big moment. When they arrive Fred sees that she's been placed in between two very big speakers and gets even more nervous. She bumps into her old physics teacher and they begin to talk, and Angel leaves to get him and Gunn some seats. After feeling a little left out Gunn follows. While sitting in the hall Angel sees Wesley walk in and a while later Lilah appears and disappears after seeing Wesley there. As Fred begins her speech things go well then suddenly a portal appears above her and a squid like demon comes out and begins to grab her to take her through the portal. Gunn and Angel jump into action and Wesley too tried to get to her but by the time he's made his way through the crowd Angel has stabbed the demon and it retreats back through the portal. Fred is clearly traumatised by this incident. While the fight was going on a nerdy looking guy was taking photos of the whole thing. Angel goes to catch Lilah before she leaves and confronts her about what went on in there suspecting her of it. But it wasn't her and she drives off out of the car park. That night Gunn is awakened by Fred writing her theories on the wall, that experience has shaken her up, almost to what she was when she came back from Pylea. Gunn coaxes her into bed but he's clearly worried. The next morning Angel's laid out some chairs in the lobby and has recreated the seating arrangement that was in the hall of the night before. Angel recognises the guy that was taking photos, Gunn has an idea where he could be and they set off.

They're in a comic book store, Gunn grabs the owner and the photographer and asks him what's going on. He tells them that he was there to see if it was true, that these students were getting plucked and taken to another dimension. He explains that Fred was just one of them. Meanwhile Fred is meeting with her old professor, he gives her her last test she took back, Fred's surprised with her A-. He suggests a book to her and then is taken away momentarily. As Fred browses the books the finds out which looks out of place when she opens it however she finds something completely differed. Spells and incantations and a picture of the demon that almost sucked her through the portal. Angel & Gunn check out the list of students that have been missing and they all link back to Professor Seidel, Fred's professor. Gunn goes to tell Fred but she's returned from her visit vowing revenge, she wants to kill him. She goes to the weapons cabinet to try and find something. Gunn and Angel both try and convince her not to do this. They seem to have changed her mind as she wanders off back upstairs. Gunn & Angel decided they have to do something before Fred changes her mind. Fred has managed to make her way to Wesley's where she's asking him for help. At first Wesley's a bit cautious, but after Fred tells him that the professor was a serial killer he helps. Suddenly Fred's phone rings, when she answers it there are some strange symbols on the display and a portal opens, in which she's almost sucked in, but Wesley saves her. Angel's made his way to get to the professor, but the professor casts a spell bringing a demon from another dimension and leaves Angel to fight it, as he leaves Fred knocks him to the ground.

Cordy & Conner are fighting a vampire, things look bad but Cordy's old fighting skills kicks in and she kills her first vampire. She gets excited, grabs Conner and kisses him. Though she has to stop herself going any further. When they get back to Conner's Cordy decides that she needs to go back to see Angel. Fred stands over him with a crossbow, incants something and a portal opens. Gunn quickly arrives and tries to convince Fred not to do this. But she's adamant. So Gunn does it first, and kills the professor before pushing him into the portal, doing so closing the portal. Angel asks what happened and Gunn tells him it was taken care of. When they return to the hotel Gunn and Fred go off to their room. Angel sees Cordy in the lobby who decided that she needed to know more about her and have some questions answered, truthfully, so she asks Angel is they were in love...

Lorne appears to be singing at a nightclub, he's singing memories and narrating what's going on in the story today. He says it begins with a boy, but then changes his mind and says it actually begins here. We see Angel and Cordy, after Cordy asks Angel if they were in love. Angel can't give a straight answers as he doesn't actually know the answer to that question. Both Cordy gets a little flustered with Angel not giving her a straight answer and Angel gets flustered with Cordy asking questions wanting answers he doesn't know. Lorne cuts in and says he has the answer. A spell that will give Cordy her memory back. Angel's skeptical, but Cordy's not and wants to give it a go. Lorne in the night club regrets what he just did then. Lorne tells the people in the nightclub that he really thought the spell was going to work. Back to the scene Lorne's preparing the lobby for the spell, all they need is the six. Wesley meanwhile is testing out a new weapon. He gets a phone call from Lorne and leaves to go to the hotel. Back at the hotel Fred and Gunn aren't speaking in the bedroom, Angel comes by and gets them down. In the lobby everything's almost done and everyone's there. Lorne explains that he didn't know that that night Fred almost tried to kill someone, Gunn did and Wesley was helping Fred kill someone. Angel walks into Cordy's room as Cordy comes out of the shower. He tells her the spell's ready to be done. Cordy finds Angel a bit intrusive, but still confused about their relationship to one another.

Downstairs Gunn and Wesley have a little discussion, which ends with a weapon being pointed at Gunn's throat. They all then gather in the lobby to perform the spell. The spell's done, but everyone's not as they should be. Lorne collapses on the floor after a brief walk to the reception area, Fred's throwing up in a plant, Gunn's fighting the air and Wesley's laughing. Cordy then gets up and smashes the bottle which was used during the spell and something happens. None of them can remember each other. Cordy thinks she still in Sunnydale High and that she's been kidnapped, Wesley at the Watchers' Academy in England, Fred in school, Angel's in Ireland and is called Liam and Gunn just says his name. None of them can remember anything, not even the spell. Wesley then goes on to say that they are in a test of some kind. And goes on to describe the test that slayers are put through when they turn 18. They are locked in a house with a vampire and have to kill the vampire before it kills them. Gunn & Wesley don't get off to the best of starts, Wesley tries his karate out on Gunn but alarms himself when a wooden stake comes out of his arm. Fred tries the same technique but she hasn't got anything. They decide that they should try and find some weapons, if there are any. Fred walks behind the counter and trips over Lorne. Gunn runs to her rescue. Liam says that it's the devil. Meanwhile Conner saves a young woman from a couple of vampires. She asks if he wants a reward, he initially says yes. She then asks for money, Conner not having any gets the brush off.

Back at the hotel Lorne has been duct taped to the chair and it still unconscious. Wesley says he's going to reveal something that might shock them a bit, but Gunn cuts in and tells them that vampires are real. Wesley gets annoyed with Gunn stealing his thunder. Wesley and Gunn begin to fight. Cordy asks Liam to split them up, but he says he wants to see the English gets what's coming to him and wants the slave to win. Cordy kicks them both in the shin and the fight stops. Cordy wants Wesley to keep explaining. Liam reckons someone's done something to them. Fred also points out that none of them actually look seventeen. They think that if they find and kill the vampire that's in the place they'll all be restored. They grab some weapons, Cordy goes with Angel and Fred, Gunn and Wesley go off together. Fred wonders if they could score some weed. While on their vampire hunt Angel and Cordy hear music. They stop and go into the room the music's coming from. Liam doesn't get that it's a HI-FI that's playing the music. They sit and Cordy tries to come onto Liam, but he vamps out and quickly goes to the bathroom where he finds out he's the vampire. Fred, Gunn and Wesley are in the kitchen. Fred still thinks it's aliens and a conspiracy. They all return to the lobby not finding anything. Liam freaks out and says that he's leaving. Outside he's confronted by the main road and cars. He quickly runs back into the hotel telling everyone that there were shiny demons outside. Wesley's about to say that one of them might be the vampire, but Gunn interrupts and again steals his thunder. They all test each other with a cross. Liam holds it for a while, while it burns then chucks it as Lorne wakes up.

As Lorne wakes up he's asked if there are any vampires there. At first he says no, and then says apart from Liam. Liam freaks out and punches Lorne out again. Gunn tries to get to him but he gets thrown across the room. Liam says he's going to come after the girls first, Cordy and Fred make a run for it, Liam goes after Cordy. Liam finds Cordy, Cordy screams and Conner arrives. Liam and Conner begin fighting, Conner not knowing what went on. Back in the lobby Fred comes out of the curtain she was hiding behind and tends to Gunn. Lorne's awake and asks for Fred. She's cautious at first, but then folds into him. Lorne mixes a potion to make everything right again, and puts a dab on Fred's tongue. Meanwhile Conner and Liam are still fighting. Liam appears to have won, before anything more happens Fred interrupts and tells them to stop. She appears to have her memory back. One by one all their memories are restored. Cordy's last. When her's is restored she gets a vision first, of an ugly hell like demon. Which she sees and runs away from everyone else. Angel goes after her. Cordy explains she needs to be alone. Angel asks her one thing, were they in love, and Cordy replies yes, after which she runs again.

At the hotel Lorne's anxious to find out from Cordy what she saw while she was on her higher plain, but Angel would rather her have a breather and relax and try and take in what she just had to. Meanwhile a rather tired looking Cordy is watching an old horror movie at Conner's. Conner gives her food and she eats some chocolate something or other. She tells Conner that she can't sleep, every time she closes her eyes she sees the thing, big and evil thing. She says it's almost here, at that point she looks at Conner who's now turned into the beast that she saw in her mini-vision. Cordy wakes up, as Conner rushes to her side, it was a dream. Back at the hotel Lorne's manning the phone while Angel cleans up his weaponry. Gunn and Fred are at a clients house where there could be a possible haunting going on. As they go into the "haunted" room it turns out to be a huge bathroom. Gunn says one day they are going to have a bathroom like this, Fred tries to dodge the remark. Suddenly as Gunn approaches the sink where the noises are coming from rats appear out of no where, everywhere. From the plug holes, cabinet, everywhere. Fred and Gunn get out of the room and tell the owner to leave or burn the place down. Wesley arrives back at his apartment to find Lilah dressed as Fred and imitating her as well. Lilah tells Wesley that she knew he went to see her at the physics talk. Lilah kisses Wesley, at first he pulls back then they both are at it again. Lilah begins to pull the glasses off, but Wesley would rather she keep them on. Returning from their job, Gunn and Fred stop in the courtyard. The conversation turns to their relationship after what happened to Professor Seidel. Fred says she can't do this now and runs off. Inside the phones are ringing constantly, Gunn lends a hand but he's not in the best of moods. Lorne still wants Angel to ask Cordy about her time as a higher being. Just then Conner arrives, he asks his dad to talk to Cordy, with some persuasion he agrees.

Angel's at Conner's place. Angel and Cordy sit holding hands. Conner walks away. Cordy says she loves Angel and always will, but also tells him she knows what Angel did while he was Angelus all those years ago. All the pain and suffering he caused, she felt it all as she had the ability to go back to see the past. Just then Cordy's eye's go white and she begins to shake and says he's coming. Cordy lays in bed and tells Angel she's alright and tells him that whatever this demon is it's coming now, crawling up through the bowels of the Earth to cause mayhem and slaughter. Back at the hotel Gunn and Lorne are still trying to manage the ever ringing phone calls. Suddenly they hear a thud on the door. Gunn opens it and it's a sparrow, which just ploughed into the door. Lorne tells Gunn to close the door, within a split second hundreds of sparrows are pounding on the hotel everywhere, killing themselves in the process. Meanwhile Angel's taken a trip to Wolfram & Hart where he's managed to get a lot of information out of a bound and gagged Gavin. He tells Lilah that something is coming and offers her a proposition that will help them both. At Conner's, Cordy's finding it hard to believe what's going on, and she can't do anything to stop it. She wants to go out and see if she can do anything, so the two of them go. While they're out Cordy recognises where they are. It's the spot where Darla killed herself to give birth/life to Conner. Suddenly in the same spot the demon in Cordy's vision comes out of the ground. Conner tries to fight it off but he gets thrown across the street. It grabs Cordy but Conner gets up again and fights him until he lets her loose. Conner again gets chucked about, worse this time. The demon approaches Cordy, then suddenly jumps away.

At the hotel Gunn is about to leave with Lorne to find Fred, as they get to the door Wesley appears. He tells them about the increase in apocalyptic activity. Gunn still wants to go out and find Fred, but Angel arrives with material form Wolfram & Hart which will help them find out what's going on. It's the material that Lorne read from Cordy, all encrypted. They all sit there trying to figure it out. As Gunn gets up he notices a pattern. He lays down the sheets of paper like a giant puzzle on the floor. The image that it makes is the eye of fire, an ancient symbol for fire. Lorne's also noticed the same pattern as he marks on a map where all the phone calls have been coming from. The focal point seems to be a club. They all suit up and head out. When they get there they're not in time to save anyone as The Beast tosses aside its latest victim. angel charges while Wesley, Lorne and Gunn stay prepped. Angel gives it his all but he's tossed aside. Lorne and Wesley shoot from their crossbows, but The Beast just catches the arrows and stabs Angel with them, and tosses him onto Wesley and Lorne. Gunn gives it his all, but he gets tossed as well. Wesley reveals two guns and begins to shoot at The Beast, they don't seem to have any effect. He tries the shotgun and that's just as useless. Angel gets up again and almost gets to The Beast, but he stabs Angel with his own stake in the neck and chucks him over the side of the building. All hell's breaking loose. Wesley grabs Gunn to get him out of there. Angel's lying helpless on the floor bleeding from everywhere. Meanwhile Cordy and Conner are watching from their window as they see the sky, start to rain fire. Cordy tells Conner that this could be it and she wants to give him something real. She kisses him, they go to bed together. From a rooftop not far, Angel sees.

Angel sees Cordy and Conner making love from a rooftop near where they lay. Angel storms away punching his way through doorways. Meanwhile Fred's waiting anxiously at the hotel for Gunn. After a phone call, which isn't Gunn but a client, Gunn, Lorne and Wesley all make it back safely. Gunn wants to regroup and head back out there, Wesley thinks otherwise, and Fred agrees with him. Wesley wants them to wait for Angel to get back. Upon saying that he returns and goes straight to his room, feeling extremely beat down and dejected. The next morning Cordy wakes up laying next to Conner regretting the previous night's events. She tries to explain to Conner what happened, and that it can't go any further. But Conner takes it badly and storms out. Wesley's returned home and gets a visit from Lilah who's relieved to see him still alive and hugs him when he opens the door. Wesley pulls back and explains to Lilah that it's over between them. Lilah, at first, doesn't believe it and explains to Wesley that he'll never get Fred, after saying that she walks out of the door. Back at the hotel Gunn and Fred are researching The Beast but have come up with nothing. Cordy arrives and goes to see Angel. Angel gives Cordy the cold shoulder. Cordy's worried about Conner running off the way he did, but Angel thinks she talking about what happened the previous night. Cordy then tells Angel that The Beast rose from where Conner was born and Conner feels somewhat responsible.

At Wolfram & Hart Lilah's on the phone. Gavin's in the room as well. Turns out the Senior Partners want Wolfram & Hart to get in touch with The Beast and take him on there, and want Lilah and Gavin to do that. Gavin walks out of the office but soon he returns with Conner forcing him back in. Conner demands Lilah tell him everything he knows about The Beast and himself. At first Lilah calls in security but Conner deals with them. After a threat from him Lilah sits down and agree to talk with Conner. The lights suddenly go out and Gavin picks up a walkie talkie from a passed out security guard. Down in the lobby things don't sound too good, there's a massacre going on. Conner tells them, it's here. The people at Wolfram & Hart are fleeing in all directions. Lilah's following Conner, but after she realises he's going after The Beast heads off elsewhere. The Beast discovers Gavin in a closet looking for something. In an instant Gavin's killed by The Beast and flung on the floor. Shots are heard from the building as The Beast is heading for Lilah, though bullets don't stop him. He pins her down and stabs her with his fingers. He gets distracted by a man on the floor and knocks Lilah to the ground. Conner jumps in and attacks. Lilah takes this time to run. Conner's thrown into the walls, breaking concrete as he goes. The Beast sets to get Lilah. As Lilah runs Wesley pulls her into a room. Together they go to where Gavin was killed, Lilah says there's another exit there as the whole building has been locked down. They pull a lever and fall into the sewers just in time. There Wesley gives Lilah some advice and leaves her there. Before he goes Lilah tells Wesley that Conner's still in there.

Back at the hotel the gang are still trying to suss out The Beast. Wesley arrives back and tells Angel that Conner's trapped in Wolfram & Hart with The Beast. Back at Wolfram & Hart Conner's making his way through the building. He passes Gavin's corpse, but upon passing it Gavin's eyes open again. Angel and the gang begin to gear up to get Conner. Cordy reckons she's going as well, Angel tells her to stay with Lorne and asks Fred to hurry up. That puzzles Cordy. Wesley leads the gang to where he came out from. An argument brews between him and Gunn, Angel shouts at them to cool it while they're doing this. He then jumps up the thirty metre shaft and drops a rope down for the others to climb up. They all head to where Wesley says Conner is and get rid of the rubble, but Conner's not there. They split, Angel heads up one end of the building while Wesley, Fred & Gunn go search another and they'll meet at the top. On the seventh floor Angel hears something, someone rushes to him, Angel grabs, and it's Conner. He hugs him and tells them they have to go. As they turn one of the dead former employees gets up. Angel begins to explain to Conner what a zombie is as they head off, meanwhile Gunn, Fred & Wesley have their fair share of zombie problems. They eventually get together again. Angel has a plan that instead of going back down they head towards the lift where they can get to the White Room and ask the girl or evil thing there to get them out. They get to a lift and Fred begins to work on the lift controls to get it working again as the guys fend off the zombies, one of them being Gavin whom Gunn kills.

She gets the lift working and Angel plugs in the code to get to the White Room, twice, and they're off. Though once they get there it's bad news. The Beast has killed the girl and is now after them. The girl incants something and the gang are transported back to the lobby of the hotel. Angel's busy shuffling papers in his office. Cordy tries to talk to Angel but he doesn't seem to interested. Cordy says she's happy that they're all together, Angel agrees. Then tells Cordy to take her new boyfriend and get the hell out. Cordy's shocked by this as Angel walks out...

Angel's sitting alone in his room sketching out The Beast. Lorne walks in and gives Angel some advice and some blood and leaves. Somewhere outside of LA, in an oilfield Gwen Raiden's meeting someone for a job of some kind. She says that she can't take the job and is on her way to Tahiti due to the apocalyptic goings on in LA. Suddenly Mr. Ashet gets a punch through the stomach from The Beast and Gwen's gets knocked to the site. Before she can get up and fight back The Beast takes something from Ashet's body and inhales some white light from him. The next morning Cordy awakes at Conner's place. Conner wants to go back to the hotel to help the others, but he gets the feeling he's not wanted because they think he's connected with The Beast. Cordy tells Conner that Angel knows they slept together. Conner doesn't see what's so bad, but Cordy reminds him that they hurt him a lot. As Cordy goes to wash up she gets a powerful vision of The Beast and tells Conner she's going to the hotel. At the hotel Gunn, Fred and Wesley are all researching still. Gunn doesn't believe that Conner can be trusted, but Fred tries to defend Conner. Wesley finds out that the girl in the white room at Wolfram & Hart was a totem of Ra-tet. Lorne arrives back saying that a shaman lady has been killed and it turns out that she was a totem of the Ra-tet as well. Cordy soon arrives, says hello to everyone in the lobby then heads upstairs to see Angel. She's not given a welcome but enter his room anyway. Angel doesn't want to know anything from her but Cordy continues anyway. She tells Angel to get over it, Angel doesn't take to that statement well. Cordy then tells him of her vision, which was very vague. She reminds Angel that the other guys downstairs are very downhearted and need a pep talk.

Downstairs Angel's giving a speech on what's their next move on The Beast. Suddenly Gwen walks in, Angel's surprised to see her. Cordy's not taking her visit too well, neither is Fred. Gwen tells Angel what happened the previous night. Mr. Ashet was a totem too. The Beast is killing them all for some reason, Angel takes Gwen to Death Valley, where one of the two last totems is, to protect it while the rest of the gang stay put. At Death Valley Gwen and Angel descend into a cave where they find a dead totem. A man in a Hawaiin shirt comes round the corner saying that The Beast is going to block out the sun, literally. The man is Manjet, the last totem of Ra-tet. Angel, Gwen and Manny aka Manjet return to the hotel. They decide that they have to protect Manny until they figure out how to destroy The Beast. Gwen knows of a place where they can keep Manny until they find The Beast and take him down. Gunn, Cordy, Gwen, Manny and Angel are climbing up a dirty and steep stairwell somewhere downtown. Cordy reckons they're going to be walking into a dump, but when Gwen opens the door it reveals a palatial apartment in which Gwen lives. Gwen takes Manny and the rest to Gwen's panic room where they place Gunn. The four go in shift to guard the room, Gwen & Gunn go first while Angel and Cordy have a break for four hours. Gwen's telling Gunn her story but Gunn's mind is elsewhere, on Fred and Wesley. Angel and Cordy come in to swap shifts. The two sit down in silence and drink their drinks.

Gwen suddenly walks in and is waking up Angel, while Gunn wakes Cordy up. They both fell asleep. Angel doesn't believe it. They go to the panic room, and open it to find the room splattered with blood. Gunn reckons it's Conner, but Angel reminds him that he would have been able to smell him. Gwen tells them of her security cameras but there's nothing in them. The power was cut to them ten minutes before Cordy and Angel started their shift. Gunn heads back to the hotel to fill everyone in on what went on. Back at the hotel Cordy and Gwen keep sniping at each other about the death of Manny being an inside job. Wesley & Fred have discovered a way to defeat The Beast, using a portal. Gunn's completely against this idea and doesn't like it, but has to go along with it anyway. Lorne tells Angel what The Beast is doing with the various bits he has collected from the totems. Creating a "light switch" for the sun. Gwen says that she can melt the metal parts of it if she can get to it. Angel gets the gang ready to set out, but before they do Cordy gets another vision of a field of bodies. Meanwhile Conner's reading at his place, he gets a knock on the door, it's The Beast. Conner tries to fight The Beast off, but he gets chucked out of the window. Upon landing on the floor Angel and the gang arrive, Cordy tends to Conner's wounds as the rest of them had upstairs. Upstairs The Beast has assembled the switch and is incanting something. The gang to to work while Wesley and Fred prepare a portal. Things get tough and Gwen can't get to the device. Angel sees a moment he can grasp to shove The Beast into a portal. He does it, but the sun still seem to be getting darker. Cordy gets another vision, this time's she sees and hears everything, she sees Angelus and The Beast talking. Back upstairs The Beast reappears, and tells Angel that they don't have to be enemies, then bounces off. The gang head downstairs while LA plunges into darkness. Cordy tells Angel and everyone that Angelus was the one that the girl in the white room was referring to. Wesley say that the only way to stop The Beast is to bring back Angelus.

Everyone arrives back at the hotel after the recent revelation, minus Gwen, who has fled somewhere, and Wesley who's off on some mission too. Angel's singing to Lorne, seeing if Lorne can read anything off him. The rest are in the lobby. Conner doesn't see the difference between Angelus and Angel, Cordy gives him a stern warning that she does, and that there is a huge difference. Somewhere in LA Wesley meets with a shaman of some kind asking for his help, after getting rid of what appears to have been his guard at the door. Back at the hotel Angel breaks the news to everyone else that Lorne didn't get anything off him and they're still no closer to defeating The Beast. Wesley soon walks in with the shaman. He says that the shaman, Wo-Pang, can bring forth Angelus. Angel has a private but firm conversation with Wesley about his plan. Wo-Pang will remove Angel's soul, and then Wesley can interrogate Angelus, and then Wo-Pang can re-insert Angel's soul. Angel doesn't like the idea and tells Wesley to get rid of Wo-Pang. Angel sits in the garden, Cordy appears and sits with him. She tries to reassure him and tells him he's doing the right thing about not having his soul removed. Suddenly Angel changes his mind, goes back into the hotel and orders them to get a cage. Gunn thinks it's for The Beast, but Wesley tells him it's for himself. They set the cage up in the basement and are putting the final touches to it. Everyone heads upstairs, Angel expresses his love for Conner and warns him of Angelus. He asks that Conner look after everyone while he's gone and that if anything goes wrong, he should kill Angelus, emphasizing the if. Angel gets strapped onto the table and the cage is locked with only him and Wo-Pang in the cage. Angel closes his eye, then Wo-Pang draws a knife, ready to cut Angel's head off.

Angel manages to free one hand from the holdings which holds the knife at bay while Gunn unlocks the cage. Angel gets free and goes out of the cage and approaches Wo-Pang. Wo-Pang then unexpectedly kills himself with the knife. When they go and check his body to see if anything's on him, it reveals writing, all over his body. Wesley examines the body, the writing appears to be all about The Beast. There were two sects, one against The Beast and one rooting him on. The one against The Beast forged a weapon and hid it somewhere, a weapon that will kill The Beast. Cordy's eyes then go pale white and she gets a vision of sorts, and she tells the rest of the gang she knows where the weapon is, and it's a sword. Wesley apologises to Angel about rushing into bringing Angelus back instead of researching more. Wesley, Conner, Angel & Cordy all head out to get this weapon, somewhere underneath LA. They walk through sewer tunnels until Cordy sees a smaller route way down. Conner leads the way and charges forward, closely followed by Angel. When they get down they find a corridor littered with bells on ropes. They have to cross the passageway without hitting a single bell otherwise wooden stakes will kill them. Things go well, until Cordy gets stuck and Wesley manages to free her only to hit a bell. Angel grabs him and runs out before either of them are hit. They hit a dead end, but with Wesley's help a puzzle is solved and another doorway opened. There they split, with Wesley and Conner going one way and Angel & Cordy another. Angel & Cordy find the sword which is in a dimensional hub. But as soon as Angel extracts it the place begins to collapse. Fire engulfs the room and the two only just make it out. When they get out Cordy breaks down, and tells Angel she's sorry for all she's done. They then kiss, but Conner sees it all.

Conner rushes off and Angel goes after him. He has an argument and fight with Angel in a booby-trapped room. Conner's jealous of Angel. Cordy soon arrives and puts Conner straight, but he flees. Wesley, Cordy & Angel soon make it back to the hotel with the sword. Fred however tells Angel the bad news. That The Beast has to be killed with the sword through the brain. And because he swallowed a device which is blocking out the sun, when The Beast is killed the force at which the magic will be expelled could easily kill a human. Angel still wants to go for it, but now they have to find The Beast. The doors of the hotel shatter, it's The Beast. Wesley and Gunn get everyone out, though Cordy's reluctant to go, but she's forced to go. Angel and The Beast fight, things don't go so well for Angel. The sword is effective, but with one quick blow the sword is shattered. But not everything's lost. Conner arrives and manages to hold off The Beast long enough for Angel to grab a broken shard of the sword and ram it up into The Beast's brain, killing him and restoring sunlight to LA. Conner tends to his father and apologises about his recent outburst, and he wishes happiness for both him and Cordy. Everyone arrives back, alive and they clean up the remains of The Beast, his ashes. Later on Angel looks out into a sun lit LA from his room. Cordy arrives and they talk, they turn together and kiss. Things get heated and they go to the bed. Angel & Cordy make love, suddenly Angel screams, "oh god." He falls to the floor yelping in pain, and speaks Buffy's name. We return to the cage in the hotel's basement. Angel's still strapped to the table, Wo-Pang tells them that it is done, Angelus is back. Angelus laughs as he looks out of the cage at the vial with his soul in it.

Out on the streets of LA, Conner's doing his best to keep away the vampires who are thriving on the eternal darkness. Back at the hotel Wesley, watched by everyone else, securely locks Angel's soul away in the safe in the office. Angelus is locked in his cage, singing to himself. Wesley goes down to the basement with a crossbow in his hands. He takes a chair and tries to begin to tackle Angelus and the questions he has about The Beast. Angelus tells Wesley of Angel's perfect day fantasy and Wesley tries to butter Angelus up to get some answers out of him. Angelus still doesn't say anything, and Wesley seems to be getting ever more angry. The gang watch on the monitor as Angelus tells Wesley he knows about his crush on Fred. Gunn and Fred get evermore uncomfortable, Gunn the worse off. He gets up and decides to leave and put Angel's soul back in. But Angelus knows that this too is just a ruse to get Angelus to talk. Wesley brings up Cordy's vision about The Beast & Angelus. Angelus goes off and side tracks and starts talking about Cordy. He also lets it out about Cordy and Conner sleeping together. Gunn & Fred think it's a lie, but it's not and the situation intensifies. Angelus asks for a drink, at that moment Conner arrives back looking bloodied up from his fights out on the streets with the vampires. Gunn & Fred offer to get the drink for Angelus. Gunn goes down to the basement armed with a crossbow while Fred handles the blood. The blood is brought to Angelus on a tray on wheels, which Fred brings towards the cage as Gunn makes Angelus back away by pointing the crossbow at him. Angelus takes the drink but in a flash Angelus takes the advantage and grabs Fred. Gunn hesitates but drops his weapon and tries to loosen Angelus' hold on her. It doesn't work. Wesley shoots a couple of tranquilizer darts onto Angelus and he's down. Wesley heads back up while Gunn & Fred console one another.

Cordy brings Conner a shirt to wear, one of Angel's shirts. Conner still thinks everyone's giving him weird looks is because they think that he's still linked with The Beast. Cordy explains to him that they know about what they did. Cordy tells him to get some rest, but Conner doesn't want her telling him what to do. Downstairs Wesley's greeted by a thankful Fred in the office. Wesley's researching something, but Fred thanks him for what he did in the basement. Suddenly Wesley grabs Fred and kisses her passionately. Gunn comes from around the corner and asks what was going on, as he suspects something. The argument spills into the lobby. Downstairs Angelus says, that was quick, regarding the argument going on. While this all goes on Conner sneaks down to the basement to see Angelus. Meanwhile a fight breaks out between Gunn & Wesley, which ends in Fred accidentally being hit by Gunn. In the basement Angelus and Conner talk. Conversations turn from Cordy, to the family that he has and if Conner could actually take on Angelus. Conner tells Angelus that Angel's just a facade, Angelus is his real father. The conversation gets interrupted by Cordy who tells Conner to go back upstairs. He does so leaving her alone with Angelus. She offers Angelus a deal he couldn't refuse, if he tells them everything on The Beast, he can have Cordy. Angelus reckons she's lying but Cordy convinces him otherwise. There seems to be a deal. Later on upstairs the gang are discussing what the next move is, though everyone is worried about what Cordy has offered Angelus in return for this information. She doesn't let on.

Wesley goes back down into the basement where he gets Angelus' full cooperation. In 1789 in Prussia Angelus came across a field littered with bodies. He followed the trail of bodies, it led to The Beast. He had been watching Angelus and was impressed with him. The Beast made him a deal, if Angelus killed these Priestesses who were bent on banishing The Beast, he'll help Angelus somewhere down the line. Angelus refused, and was knocked out by The Beast. The gang begin to research these Priestesses, Gunn finds where they are, they're in LA only twenty five minutes away. Cordy, Conner & Wesley arrive at the Svear residence but they're too late and they're all dead. Conner runs outside after seeing the dead humans, throws up and begins to cry. Cordy checks on him but the moment is broken when a group of vampires attack. They all soon get out of that situation and return to the hotel. They all reckon it's time to bring back Angel. Cordy heads down to the basement to tell Angelus the good news while Wesley gets hold of the shaman, Wo-Pang and Angel's soul. Though as he opens the safe where Angel's soul was, it's empty, his soul is gone.

Cordy, Conner & Wesley all pay the Shaman, Wo-Pang another visit, suspecting him of taking Angel's soul. But it's not him and he can't help in restoring Angel's soul. Back in the hotel lobby Gunn's getting armed with a flame thrower while Fred continues to research. The conversation between them turns to Wesley. It appears that Angelus can hear the conversation and taunts the both of them, before Gunn switches the monitor off. Downstairs though Angelus gets his own visitor, Lilah, with a large & hefty crowbar. Lilah wants Angelus to kill The Beast, after al the damage it's done, Angelus reckons they may be able to work something out. Back in the lobby Gunn confronts Fred about knowing that Wesley and her kissed. Fred tries to deny it but she can't. Gunn says he will and does do everything for her. But it's never enough and she's looking everywhere but at him. At that moment Wesley, Cordy & Conner arrive, and Fred looks to the door. On saying that Gunn says, "Like that." And walks away. They tell each other the news on what's not been happening. After they fill each other in, Gunn suddenly grabs the dart gun and heads down to the basement, Wesley and the others turn to the monitor and see Lilah down there and everyone rushes down. When they get down Gunn shoots a couple of tranquilizers into Angelus as Lilah flees back into the sewers and Wesley goes after her while the rest of them guard Angelus. Wesley finally catches up to Lilah, she's been living in the sewers since the day that Wolfram & Hart was completely annihilated by The Beast. Lilah appears to have been doing some research of her own, but with the same book as Wesley's been using but it seems to actually have information on The Beast. Lilah's copy is from a different dimension. Back at the hotel, as Angelus lies on the floor he mutters that The Beast has a boss.

Angelus explains that The Beast has someone pulling its strings, something a lot more powerful. Wesley & Lilah eventually return to the hotel, together, with the book Lilah had been using. Wesley updates them on what's been found out. Everything in this dimension about The Beast has been wiped clear, and so also why Angel couldn't remember anything, but Angelus could, seeing as his mind wasn't around when everything was being wiped. Fred & Wesley go to read the book while Gunn grabs the flame thrower and heads downstairs to guard Angelus. Down in the basement Angelus continues to taunt Gunn relentlessly about himself, Fred & Wesley. Things get to a point where Gunn unleashes the flame throwers on Angelus, only just missing him. Upstairs Wesley and Fred aren't doing any better find a way of releasing Angel's soul back to him. Wesley tells Fred he's sorry about what happened between him and Gunn and if it caused any friction. That's when Fred tells Wesley that her and Gunn are over, Wesley struggles to control his elation at this prospect. At that moment Cordy and Lilah arrive at the office. Lilah still doesn't see any hope in the matter and tries to walk away. Her and Cordy have a confrontation which ends with Cordy having a vision revealing how to give Angel his soul back. Fred goes and tells Wesley the news, who's guarding Angelus in the basement. Meanwhile Gunn & Conner are in some woods somewhere digging up something, a Soul eater. They both think it's dead but it comes to life and fights them both with extraordinary speed. Gunn eventually lobs its head off and pummels it to death, they retrieve the head and head back to the hotel.

The gang are all preparing for the ritual to bring back Angel's soul. Wesley's surprised that Lilah's still around, but it seems she has no where else to go. They're all then ready, ready to give Angel his soul back. The ritual seems to be going well, Angel wakes up from the floor of his cell, and he's back. He sings a line and Lorne reads him and he's really back. Angel continues to give orders to everyone while still in the cage as he reckons it's safest that way, in case the spell was just temporary. Cordy reckons that Angel is just trying to hide from everyone and talks him into coming out. But it's not Angel, it's Angelus, who knocks Cordy out and locks her into the cage while he proceeds upstairs. First he bumps into Fred, who finds some of Angel's characteristics a little different. Angelus then says when everyone's there, that he has a mission to save the world and heads out. The monitor turns to Cordy, in Angelus' cage. Angelus wanders the darkened streets of LA, not seeing much fun around. Wesley, Gunn, Conner & Fred all strap up and head out to find and kill Angelus. While they're out Lilah & Cordy stay at the hotel. They track Angelus but they hit an end to the scent, he's appeared to have double backed. Angelus is back at the hotel and he's after Lilah and Cordy. Lilah shoots her gun at him but with no effect, the two girl split. Lilah gets an encounter with Angelus but manages to shake him. As she runs she finds Cordy who grabs Lilah by the throat. Then suddenly stabs her in the throat with a dagger, leaving Lilah for dead, saying that there was a reason why she left the cage door unlocked.

Angelus finds Lilah's body and in no time Wesley and Gunn find him feeding over the leftovers of Lilah. Before they can launch an attack Angelus escapes. Meanwhile downstairs Conner, Fred & Lorne attend to Cordy's wound. The gang gather upstairs where Lilah's body is, Conner wants to go after Angelus and kill him, but first they have to get rid of Lilah's body. Which means cutting her head off incase she was turned. Wesley takes that job. Fred reckons that they need to make the place safe again, board up the place, but Lorne gets a better idea of getting the Furies to cast the sanctuary spell which worked on Caritas. Conner doesn't seem convinced but Lorne goes ahead with it. Angelus, meanwhile, walks into a bar where he's immediately recognised by demons & vampires alike and they all clap and cheer when they hear that Angelus is back. He's after The Beast, a couple of vampires tell him where he could be found. Back at the hotel, in the basement Wesley's preparing to cut Lilah's head off, when she awakens suddenly. The conversation turns to their relationship, Wesley argues they never had a relationship, at which point Lilah disappears, it was his imagination, all in his head. Elsewhere the two vampires Angelus met in the bar lead him to a warehouse, where The Beast is allegedly. In the hotel lobby Lorne's made a call to the Furies and Gunn & Fred are helping him gather ingredients. Conner's still not convinced of the magic thing and would rather go after Angelus and kill him. Fred still believes that there is a chance to bring Angel back, but Conner doesn't think so. Just as Conner is about to storm outside Cordy faints. They rush to Cordy as she faints again on the couch and they take her up to her room. Lorne and Gunn wonder, the only person who could keep Conner in line was Angel, who else can now. Somewhere in Northern California Faith steps out into the bright light.

Faith's doing chin ups in the yard when she gets approached and attacked by another prisoner. But Faith brushes her off with ease before the guards get there to take the attacker away. Back at the hotel Wesley's still mulling over Lilah's body. Lilah mentions something about redemption, at which point Wesley gathers himself together and does the deed, cuts off Lilah's head. Angelus has made his way to the warehouse, lured there by the knife which was used to kill Lilah, the scent of her blood. The Beast is coaxed into a fight, with Angelus begin victorious, and only wanting to speak to The Beast's master. When Angelus goes, Cordy arrives who appears to be The Beast's master. At the hotel Lorne, Fred & Gunn do the sanctuary spell. Nothing appears to have happened, just as Conner starts moaning again Lorne approaches him with a candle holder to hit him over the head, and the spell kicks in. Wesley arrives back from the basement, he's changed his mind, they're going to save Angel and he's got a plan. Faith goes to the visiting area and is shocked to see Wesley's the one visiting her. Wesley fills her in on what's going on, and when she's told Angelus is back and they need her she smashes her way out of the area, beats a few guards down and jumps out of the window with Wesley. They both get to his car. While driving back to the hotel Faith changes her clothes. Wesley asks her if she can still remember how to do the things she used to do. As the car stops she yanked out of her seat by a couple of vampires, Wesley points the third to her, but instead he runs. She slays the vampires with ease. They arrive at the hotel, with Conner growing ever more impatient. Cordy comes downstairs and angrily asks why Faith's there. Faith tells Cordy that due to the current circumstances they should really sort this out later.

Without skipping a beat Faith gets a plan together and gives everyone their respective orders. Conner doesn't like her take charge attitude and tries to rival her but he gets put down, Conner seems to like that she can do that. Somewhere in the darkened streets of LA a young blonde woman is being chased by a couple of vampires. She runs into Angelus and he comforts her before vamping out. Angelus overhears the other vampires talking about a slayer. Angelus phones Dawn to ask if Buffy's there, she is, it's the other slayer. Faith, Conner, Gunn & Wesley are tracking Angelus. Conner's still giving Faith a hard time. They run into a vampire and Conner stakes it immediately without thinking. Thins angers Faith and a mini fight breaks out between them, and Faith doesn't like the fact that Conner's not listening to her. She wants him away, and Gunn takes him back to the hotel. Wesley & Faith continue on their search for Angelus, however they see a huge big sign welcoming Faith, they split and and as soon as they do Wesley is attacked by a couple of vampires. In the warehouse Angelus is leading Faith somewhere with his voice, she lands to the ground from the rafters. Angelus is there, with another guest, The Beast. The Beast isn't happy to see a slayer there, a fight ensues in which Faith is badly beaten. Angelus and The Beast stand side by side, Angelus saying that the only thing that could penetrate his stoney hide would be himself, and then stabs him in the back with the knife made out of himself. The Beast begins to burn and crack up and he falls to a pile of dust and the sunlight is back. Angelus is about to go after the bruised Faith but she smashes a window and the place is flooded with sunlight. Angelus runs off leaving Faith there. Back at the hotel the rest of the gang are all reveling in the fact that the sun is back, all thinking is was Faith that beat The Beast. Conner goes to tell Cordy who doesn't seem to be as pleased as she says, She sits Conner down and shows him something, she's pregnant with his child. Conner can't quite believe it, Cordy kisses him and they fall together on the bed...

Wesley brings a bruised & battered Faith home, she hops in the shower where she begins to punch through the wall of the room, but calms herself and relaxes a bit more. Elsewhere Angelus is in a demon bar bragging to his friends about his kill, The Beast. He suddenly hears a large, booming voice. It appears that The Master of The Beast has got in contact with Angelus and is speaking to him telepathically. Cordy is sitting on bed holding something while talking to Angelus in the demon bar. The Master tries to recruit Angelus, but he doesn't appear to want to work for someone who refuses to show their face, and defies The Master. But Cordy is interrupted by Conner entering the room, leaving Angelus talking to himself for a few moments. Angelus is annoyed that the voice is silent now and leaves. Conner tells Cordy that Faith was hurt pretty bad but should heal okay, because she's a Slayer. Cordy tells Conner that she doesn't want the rest of the gang to know about her being pregnant because they wouldn't understand it at all. Downstairs Gunn hands out tranquilizer funs to Lorne & Fred, just to be safe. Conner arrives and acts a little suspicious telling the others he's getting Cordy some soup. Gunn, Fred & Lorne suspect that they might be sleeping together again but prefer Conner being home bound rather than out on the street trying to kill Angel. At Wesley's Faith's all finished and is ready to ship out to get Angelus. Wesley's a bit wary of her current condition, but Faith convinces him she's up for it. Back at the hotel Fred's on her own searching for a book. When she finds it Angelus finds her as well. He convinces her that he has a talisman that makes him protected from the sanctuary spell. When Fred spots it's a fake she tries to make her move but before long Angelus is gone with the materials they were using. But before he goes Conner tries to have a stab at him, but the sanctuary spell kicks in, it appears Conner is a demon.

Angelus leaps down back to the lobby and heads out of the front door just as Wesley and Faith are arriving back. Wesley is grabbed by the throat, Faith's told to make her move but she holds back. Gunn soon arrives but Angelus manages to get away unscathed. Conner rushes up to Cordy after the attack, to see if she's okay. She appears to be completely and utterly annoyed at the fact Angelus was there, but doesn't show it to Conner. Downstairs Lorne is recovering from the tranquilizer he got hit with while Gunn tries to convince Fred it wasn't her fault. Wesley & Faith get up and get ready to go after Angelus. Wesley's packing heat, but only to slow the vampire down. Angelus is somewhere in an occult shop looking through the notes he got from the hotel. But it doesn't appear he's having much luck when the voice begins again. It taunts him, and tells him that it has his soul, and uses that fact to use Angelus for its purposes, because only then does Angelus call it Master. Back at the hotel Cordy is holding Angelus' soul looking rather pleased with herself. Downstairs Fred's still feeling bad over what happened earlier. Gunn comforts her and it appears Fred wants to take back what went on before, between her and Gunn. They kiss, but Gunn doesn't think it would work and Fred looks on sadly as he walks away. Wesley & Faith are at the demon bar getting some information on Angelus. They get directed to a back room where they're jumped by a vampire but they take care of it easily enough. Conner is in the bathroom looking at himself in the mirror contorting his face to make it look like a vampire's. Cordy sees what he's doing and tells him not to worry and sends him back downstairs so that she knows everything that's going on.

Back at the demon bar Wesley and Faith see a girl who seems pretty out of it. Faith tries to beat some sense into her but it doesn't work, she doesn't know anything. Wesley suddenly stabs her and gets more information out. When they get out of the bar Faith confronts Wesley on what he just did. Wesley taunts Faith, taking her back to when she tortured him and goads her into a rather angry place. Then tells her she needs to be able to go all the way with Angelus, but she refuses to kill the only guy who ever wanted to help her. Faith & Wesley enter a huge building looking for someone called Maury but Angelus is there as well, he was tipped off by someone. Wesley fires the shot fun but Angelus manages to dodge those and the tranquilizer darts that Faith shoots out at him. Wesley gets chucked over a balcony and lands unconscious a bit further down. Faith and Angelus battle it out, though Angelus seems to have the upper hand, especially when he gets his hands on the shot gun. Though he doesn't want to fight Faith that way, disposes of the gun and the two battle it out. Faith gets pretty badly beaten, the fight looks like it's going her way. But all of a sudden Angelus grabs her from behind and tell her she's not like him now, but will be, and bites her intent on siring her....

We start exactly where we left off. Angel suddenly throws Faith back after feeding on her. There's something in her blood. Previously Faith had injected a drug of some kind into her before fighting with Angelus. Wesley crashes down, just as Faith and Angelus are both lie unconscious. At the hotel Fred's researching, Gunn yells. He's got Angelus with him, all bound up. He calls for Conner's help. Everyone gathers as Wesley comes in with Faith carried in his arms. He tells them that she brought Angelus back. Fred, Lorne & Wesley take Faith upstairs while Gunn & Conner lock up Angelus downstairs back in his cage, with some metal shackles. Angelus suddenly moves, but doesn't wake up. At the very moment Faith stirs as well. Lorne realises what Faith did, she shooted herself with a drug. Lorne thinks it was Wesley's idea, but Wesley reaffirms him, saying it was in fact Faith's. In Cordy's room Conner comes in and fills Cordy in on what's happened. She gets angry at Conner attention to the slayer and throws him against a wall. Conner's completely confused and Cordy tries to blame her little outburst on her hormones during her pregnancy. After calming down she tells Conner to go and see everyone else, because she wants to know everything. In Faith's room Conner arrives. Wesley is asked what drug she took. Lorne explains, it's called Orpheus, it takes you to hell and leaves you there. In the basement Gunn's watching Angelus. Angelus is dreaming, back to 1902, Ellis Island New York. Angelus watches his counterpart Angel mook around, just as he sees Angel, Faith's also there. But she's not corporeal. Faith & Angelus suddenly find themselves in the 1920's where Angelus has to watch Angel save a puppy, which is a completely hellish feeling for him to relive again. Angel's given the chance to may be feed on a human again, but declines.

Back at the hotel Lorne's watching over Faith. In the lobby Wesley, Fred & Conner are still discussion Angelus and turning him back. Conner thinks they should just kill him, but Wesley and Fred still think there's a chance. Just at that moment Willow walks through the door, saying, "I think you need a witch." She introduces herself to Conner and to Fred. Wesley's confused, but it seems Fred was the one who called Willow into the mix. Willow & Fred get on extremely well. Willow wants to see Cordy, but Conner says she can't. Wesley convinces him that she would want to see Willow, as they go way back. Conner takes Willow to Cordy's room where they sit and talk. Conner's forced to leave so that Willow and Cordy can be alone. As they talk Cordy reaches for a knife underneath the covers. Though it seems Willow's not very far with successfully finding a way to recover Angel's soul. Suddenly Willow gets a spark of genius, just as Cordy throws the knife at Willow she's gone through the door with her idea. Faith's still unconscious on her bed, as Lorne starts to sing to her. It's about the 1970's when Angel walks through the doors of a doughnut shop. He switches the juke box to play Mandy. Angelus is wriggling in his skin at the thought of it playing. A couple go by. Then an armed robber enters, asks the worker for the money in the till. He refuses, a shot is fired and Angel goes to the wounded as the robber runs off. Angel doesn't know what to do. Angelus and Faith watch as Angel just leaves him there. Then as he dies, Angel feeds off him, which sickens Faith to her soul. Back in the hotel Cordy is trying to get to Angelus, but nothing seems to be getting through to him and she gives up. In the lobby Willow is starting the spell to shatter the Muo-Ping and release Angel's soul into the Ether. Wesley asks Willow about the spell as it's used to protect good magic. Willow explains and the conversation leads onto her former self, as the evil, Earth destroying Willow. Which gives Wesley a little shock. Wesley then goes on to reveal his darker side. Conversation turns to Fred, with Willow asking her deal.

As Angel feeds on the shop clerk Faith's wound, made when Angelus was feeding off her, starts to bleed. In bed Faith begins to cry, Lorne explains to Conner it's another stage in the progression of the drug. Lorne tells Conner he can hold her hand, but just as he gets up he's called to the lobby by Wesley. In the lobby Willow is preparing for the spell with Fred helping out. She explains to Gunn about the spell, and he goes down to the basement to keep on watching Angelus. Everything's ready, suddenly Willow's thrown across the room. It's Cordy, she's trying to stop Willow from carrying on with the spell. Willow hears the voice in her head. Things get ugly, Conner asks if Willow can handle it. Willow gets up and fights back. Back to Faith, she suddenly sits up gripping her chest, and wakes up in an alley way. Angelus sees that Faith's fading fast, but Faith also sees that Angel's soul is heading towards Angelus. They hear some rattling of garbage cans, it's Angel, that who Angelus is there to see. The fight continues in the hotel. Cordy summons some kind of demon which rattles the whole hotel. Willow tells them to ignore it. Conner rushes off somewhere. The stone, which Willow is using to break the jar, flies into Cordy's room where Cordy has to hold it before it breaks the jar. But Conner comes crashing into the room, scaring Cordy and the jar is broken, releasing the soul. Angel tells Angelus that it was in fact him that was behind all of this, and the fight begins. Angel desperately tries to get Faith up again and start fighting, but Angelus knocks him out of the way. Conner yells to Cordy, who's barricaded her door, and gets a vase crashed onto his head. Cordy says she was afraid and the demon almost killed her. Conner believes it. Cordy the convinces Conner that he was to kill Angelus...

In the lobby Willow & Fred begin the spell to re-ensoul Angel. Angel and Angelus continue to battle it out. Angel tries to call to Faith to get her up, but to no avail. After continuing attempts by Angel to get Faith up, he tells her that it's all about redemption. Angel gets flung to the other side of the alley. And at that time Faith is up, behind Angelus. Gives him a little fright. In the hotel Faith leaps out of bed, to Lorne's amazement. Willow finishes the spell and the soul is on its way to Angel. Just as that is done Angelus and Angel merge in the alley way. In the basement Gunn's knocked out by Conner seeking to kill Angelus. Just as he gets close enough Faith comes down and lays into the boy. Finally Conner hears that Angel is back, and gives up. Later that evening Faith and Angel talk in the courtyard. It appears that Faith is needed in Sunnydale and is heading out with Willow. Conner's being scolded by Gunn, but Faith reassures him, saying the mistake was made, he's just like everyone else. Faith says her goodbyes to everyone, including Wesley. Willow gets her things together. As Fred is babbling something to her, Willow interjects, "I'm already seeing someone." leaving Fred extremely confused. Willow hugs Angel goodbye, and tells him that she'll say hi to Buffy for him. Faith and Willow leave. Everyone else is left. Just as Angel is about to say something a very pregnant Cordy comes down the stairs.

The gang are staring in amazement at the heavily pregnant Cordy. Cordy says she hasn't been hiding, just didn't want to show because of what had been going around. Conner's annoyed at everyone's reaction to the pregnancy and didn't think Cordy should have told anyone. Angel has nothing to add. Lorne soon arrives back from somewhere and is equally as shocked as everyone else is. Conner storms off upstairs. Cordy tries to bring everyone else round to the idea. As she looks down at her belly the thing inside begins to move. Somewhere, there's a man looking shifty, wearing a trench coat. As he turns around we see Gwen. She's there to make a deal with the guy to help her out. She tries to calm him down but after she gets struck by lightening he runs out of there. It's information on Lisa. Back at the hotel the gang are still mulling over the pregnancy. Gunn puts it into his own words and still can't make any sense of it. As Wesley says that he thinks Angel needs to get in on this he comes out of his office, and has clearly been listening to what they've all been saying. He's been doing some thinking. He tells Wesley that it was in fact The Beast that killed Lilah not Angelus, and he still apologises for it. Angel dishes out some orders for everyone to do. Fred & Wesley start to research the pregnancy and Lorne is told to go to his sources if they know anything on The Beast's master. Gunn's told to stay put as the "muscle". Just as all the chores are handed out Gwen arrives at the hotel looking for help, helping a girl in danger. Angel presumes she wants his help, but Gwen says she wants Gunn's help. Meanwhile Cordy finds Conner alone in one of the rooms of the hotel. He begins to question all of what Cordy has been telling him so far. Cordy swings him round to her way of thinking by telling him everything she asked him to do was for the sake of the baby. Then goes on to warn him that she may ask more things of him to do.

Gunn is at Gwen's looking at some jade animal trinkets. Gwen tells him where she got them from and Gunn then goes on to show her his "souvenirs" of his trips from around LA. He asks about the girl they're going to help. The situation involves two companies and one has kidnapped the daughter of one of the head's of one company. The girl's called Lisa and she needs Gunn's help to get her out. Gunn asks how they're going to get her out, and Gwen answers by walking through the front door. Some time later Gunn, dressed in a tux, followed by Gwen arrive at Morimoto's house, for some kind of soiree. They make it through a couple of security barriers but an alarm goes off at the third. Gwen says her invitation was struck by lightening, but no one believes her. Gunn sees Takeshi Morimoto and charms him into letting the two of them in without any more dealings with security. Fred and Wesley are researching demon births. Fred doesn't like the look of any of them and is still a bit creeped out by the thought of Conner and Cordy together. Wesley explains to her that things happen when you're isolated and away from friends. The conversation turns to Lilah. Fred asks Wesley, that didn't he hate her. Wesley tells Fred it's not always about holding hands. At the party Gwen spots the little girl and points her out to Gunn and tells Gunn to keep an eye out for Morimoto. Back at the hotel Angel's researching something in his room and tells Cordy to come in even though she has yet to knock on the door. Angel doesn't want to talk to Cordy at that moment but she goes ahead anyway. Angel's still thinking about what The Beast did, not like the old Beast, just causing chaos. As he says that Cordy comes out and says she's The Beast's master and did everything that went on. Angel sees it as a joke and tells Cordy that whoever the master is is a nut job. Cordy doesn't look too happy about him saying that.

Back to the party and Gwen tells Gunn that the girl's going to get killed tonight and they need to act now. She tells Gunn to go over to behind where the girl is and she'll cause a distraction. The distraction is done by Gwen by knocking over a table as Gunn grabs the girl. As he does though Gwen informs security of what he did and she heads off in another direction. Gunn takes the girl into a room and closes the doors behind. He suddenly gets hit on the head from behind. There are four Japanese security guys behind him all with fighting sticks. A fight ensues, and Gunn's the last one left standing. He's about to get the girl when she says her name isn't Lisa, and she's Morimoto's daughter. Gunn's been jinxed. Gwen is in another room trying to crack a safe open. Gunn eventually finds her. She explains that LISA is a military acronym for Localized Ionic Sensory Activator. It's a device used in black ops. Though she doesn't say who she's stealing it for. As Gunn's about to leave and head home, Gwen convinces him to stay and help by telling him he can keep the suit. At the hotel Angel's trying to use his photographic memory to remember some pages out of Lilah's books but it doesn't seem to be working. Gwen opens the safe and gets through another lock to get the device. As Gunn & Gwen are about to leave, Morimoto and some guys are standing in their way. Angel again tries to remember the passage but still can't. Lorne arrives from one of Angel's contacts, so he can get his empathic ability back on form. He has to do some kind of ritual to enable him to do it, to which Cordy doesn't look so happy. Morimoto wants Gwen to put LISA down, but Gwen doesn't give it up, in a furious rage she screams letting out a huge electric shock which shocks Morimoto and his men. Gunn just about manages to calm her down so that they can get out. 

Lorne is making his way in some dark area. But watching from above is Cordy, with a knife. Having returned to Gwen's, Gunn replaces the jade tiger that he used to get into the party. He asks Gwen to see how the device works. Gwen goes into the bedroom and strips down to the waist and lays down on her front on the bed. Gunn takes LISA out the box and places it on Gwen's back. It does something and carefully Gunn goes to touch Gwen and he can without getting shocked. Just as Gwen gets up Gunn kisses her. Gwen tells Gunn that the prototype of LISA might not hold, but he's willing to give it a try. Lorne's preparing for the ritual as Cordy comes down some stairs. As she's behind him, she brings the knife into the air. Just as she does lights go on all around. She's been revealed, turns around and sees Angel. In front of her both Wesley and Fred are pointing guns at her. It was all a ruse.

Angel confronts Cordy, or the thing that looks like Cordy. Angel grabs her throat, demands to know where Cordy is. Just then Conner comes crashing through the glass ceiling, makes short work of everyone, grabs Cordy and runs. Angel gets hit with a tranquilizer dart and just as he's passing out sees Cordy jet off. Gunn returns to the hotel complaining that his phone wasn't working and then he sees everyone pretty battered and bruised. Fred replies, it was Cordy, or whatever looked like her. Gunn thinks that Cordy's working for The Beast's Master, but in fact she is The Beast's Master. They all run through the scenario's that have been happening to them. How she killed Manny, Lilah, stole Angel's soul and clogged up Lorne. Meanwhile Cordy & Conner have found sanctuary in an old meat packing plant. Cordy's still edgy on whether Angel could find them there. Conner doesn't understand why Angel or the rest of them, would want to hurt Cordy. Cordy spins a few more lies, saying that they're afraid of her baby. Conner assures her that he'll kill them before they even try to kill her. Angel arrives back from his hunt for Cordy and Conner, he found their scent everywhere but couldn't find them. Wesley still can't find anything else on The Master. Wesley then asks Angel about The Powers, if they could fill them in on anything. Angel replies that they haven't got involved so far because they don't want their hands to get dirty. But Angel realises that there is in fact one person who is in the middle of everything. Fred has gone through Cordy's room for any clues but there weren't any whatsoever. Angel's rooting around in a draw in the office. He picks something up and tells them that he'll be back in a couple of hours.

Angel knocks out a demon guard, grabs his sword and goes down a flight of steps. Angel approaches a demon sitting in a chair. It's Skip. Skip jumps up, he appeared to have been eating some buffalo wings. Angel asks him about Cordy. Skip doesn't seem to know that she's back from her trip as a higher being. Angel tells Skip that she's back, and either he's been duped by The Beast's Master or he's in on it. Skip turns look at him, a huge spike comes out of his wrist and he tells Angel he's not a dupe. Angel and Skip fight each other. Skip seems to be taking the upper hand, and he reminds Angel that it won't be as easy as before, he won't be taking a fall this time. Angel seems pretty battered. He gets hold of a chain and wraps it around his hand and knocks the life out of Skip, and knocks one of his horns off. Fred is walking across the lobby when suddenly a huge beam of light and wind comes out of nowhere. It's Angel, he's back and with Skip. Angel suggests that that they bind him to this dimension before he wakes up. Elsewhere in LA a young girl (virgin) is nearly killed by a vampire, but Conner kills him in time. He seems to be wanting to help her, but then punches her. Conner takes the young virgin to Cordy and she says she's perfect. Her blood for their baby. The gang has managed to bind Skip. He doesn't seem to threatened, until Fred brings up a pretty horrifying spell that she could whip up especially for him. Skip tells them that that's still Cordy somewhere deep inside she's there but she's not driving. And sarcastically mentions that Cordy ascended because she was so pure, and radiant. Cordy is meanwhile, chanting and getting ready for the birth. Conner's watching over the tied up girl. He hears a voice, it's his mother, Darla.

Darla says that The Powers have sent her with a message. Conner can't believe it's his mother there. Darla pleads with Conner to make him do the right thing. At the hotel Skip's telling the gang about Cordy. Cordy proved herself to be powerful to the Powers. And that everything that has happened to them has happened for a reason. A birth of this size could only have happened with all of the events intersecting. Conner was born so that he could aid in the pregnancy, and Cordy was imbued with such power so that she could be the vessel of such a powerful entity. Angel wants to know how to stop what's going on. And the only way is to kill Cordy. First he has to find her, Skip tells them that the Bu'Shundi Ritual, will do it but he'll need a Hutamin Paw. Lorne yelps out, that they have one, Skip can't quite believe it, when it is in fact a genuine Hutamin Paw. Fred and Gunn are sitting on the stairs, Fred can't quite believe that they're just pieces in a board game. Gunn reassures her with some knowledge that shocks her. Lorne & Wesley have completed the ritual. Angel gets up, he's actually going to kill Cordy and tells the rest of them to stay behind. He takes a sword and heads out. Conner's just about to come round to Darla's thinking and is about to untie the young girl when Cordy arrives. She senses Darla's presence and persuades Conner otherwise. Conner drags the girl away and kills her. Only it's Darla's face on the young girl. Cordy calls to Conner to get the ritual done. Conner gets some blood from the girl on his hand and plants it on Cordy's stomach. It gets absorbed and the building starts to shake. The hotel shakes as well, it's begun. The area to where Skip was bound gets broken and he begins to show his power. Angel arrives to where Cordy and Conner are. Conner and Angel begin to fight it out. Skip asks Fred what she was talking about earlier, with the pain and suffering and he holds her by the throat. Gunn makes an attempt to get through his hard skin. But he bats him away. Wesley makes a go at it with his gun, but even that doesn't get through. But then he sees where Skip's horn used to be and fires a bullet through there, which does the damage and kills Skip.

Conner and Angel are still fighting. Suddenly a huge light comes out of Cordy, it's born. As the Master arises it takes human form. Angel and Conner are powerless, all they can do it fall to their knees.

The woman that emerged from the pregnant Cordy reaches over and wraps a blanket around her. Angel offers his life to her because he tried to kill her but she doesn't kill him. As Angel looks up to see the woman, she's disappeared, leaving Conner and Angel looking extremely stunned. Back at the hotel Fred's trying to clean up the place and Lorne's trying desperately to follow Fred's random rambling about their situation. The door of the lobby opens, it's Conner. Fred's about to launch a dagger at him, but Conner's different. He was just putting a weapon away. Angel arrives with the unconscious Cordy and lays her on the couch where Fred rushes to her side. Fred's worried but Angel assures her that she's just resting. Wesley and Gunn emerge from the basement, where they have been dismembering the demon Skip, to see what's going on in the lobby. Fred sees that Cordy's not pregnant anymore and Wesley suggests that Angel was too late. Angel gets very vague about the evening's events and punishes himself about him almost killing the thing inside Cordy. Questions are coming from all around as to what did actually happen with Cordy's pregnancy. Conner and Angel are acting unusually chummy which leads the rest of the gang to be a bit suspect. Angel and Conner try to bring the rest of the gang around to their way of thinking but they can't. Suddenly at the doorway the woman who disappeared has re-appeared there. As everyone turns to see her they all drop down to their knees and they are willing to do anything they ask her to do. Upstairs Gunn and Fred are preparing candles in Cordy's room, where Cordy lays on the bed. The woman begins to tell the story of how she came to be. In the beginning before man great beings walked the earth. The darkness and shadows stretched and demons took over the earth. Those who had the will to resist left but some remained watchful. Something new emerged from deep inside, man, to restore the balance.

Fred thinks that man failed, the woman reassures her. She explains she needed a miracle in order to be brought forth to this Earth. The woman wants to rid the Earth of these demonic forces, which brings a smile to Angel's face. Somewhere in LA a bowling alley has been taken over by vampires, but not for long. Soon Angel and the gang are there destroying them all with the woman watching. The woman gets Fred to sit down and talk to her, which is when Fred realises that this woman doesn't have a name. Suddenly a vampire comes and attacks her leaving the woman with a flesh wound. Angel kills the vampire and Fred blames herself for not seeing him there. After the vampires and slain they head outside into the public where people begin to fall to their feet upon seeing this woman. Except one who sees her and tries to attack her. Angel grabs him and almost beats him to a bloody pulp before he is stopped by the woman. Wesley goes and calls an ambulance for him. They go back to the hotel where Wesley and Gunn, while cleaning the weapons, try and think of a name for this woman. Fred comes out of the basement clearly upset but at not being able to get the blood stain out of the woman's blouse. The woman sees Wesley and Gunn and senses their love for Fred and urges them to come together not stay apart. Conner walks in apologising to the woman for letting her get hurt, but the wound has healed extremely quickly. Outside in the courtyard Angel's not so happy. He explains to the woman that if he lets himself be so happy Angelus might be released, but the woman reassures him. On TV they see that the crime rate has been decreased, they know it's due to them, but feel that they haven't got the praise. The woman tells them otherwise.

Upstairs Lorne has create a mini heaven like room for the woman, and she's overjoyed. Fred goes to see the woman about the shirt, she scrubbed until her fingers bled. But as she looks up she sees the woman's true face, a decaying corpse with maggots and blood coming out of every orifice. Fred's speechless... the rest of the gang come in and Fred makes her excuses and leaves. Angel watches over Cordy and Fred goes to see him and asks some strange questions about the woman, Angel doesn't seem to be thinking straight. Fred goes to visit the man who attacked the woman previously. He's in the psychiatric ward, she sneaks in to see him. As he turns his face, one side has been completely change and metamorphosed into something unrecognisable. The man insists Fred has been called as was he and they must kill the woman. Fred stammers, her phone rings she answers it and leaves. The man screams at her, don't trust anyone. Fred makes her way back to the hotel where the place is packed with more followers. Fred finds Wesley and tells her what has happened to her and it appears that Wesley believe and trusts her. But it's not so, Wesley takes his first chance and tells Angel and the rest about what Fred was thinking. Fred sees them, goes to the weapon's cabinet and draws a crossbow and tries to kill the woman. But Angel gets in the way of the arrow. Fred takes Lorne hostage to get her out of the building. Later on the gang sit down without Fred but with the woman and discuss Fred. They come to the conclusion that they have to kill Fred. Elsewhere Fred is on the run, she stops in a cafe. As she looks to the TV she sees the woman, who's now chosen a name for herself - Jasmine. Through the TV her powers work and people begin to bow down around the TV. Fred leaves, disturbed and alone.

There's a surreal type of happiness over LA. Fred's being chased by Wesley and Gunn who are after her to get her back to the hotel. She manages to evade the two of them and heads into the sewers. At the hotel the lobby is completely bustling with people. More and more people are trying to get a room there but Lorne tells them repeatedly that they're fully booked. The crowd then goes very quiet as Jasmine comes down the stairs accompanied by Conner & Angel. The man whom Lorne was speaking to is urged to go to the front to see Jasmine by Lorne. Jasmine walks through the crowd and tells each person who she crosses exactly what they need to hear. This power stuns both Conner & Angel. Wesley & Gunn arrive back from their search for Fred, Angel & Conner follow them into the office. Conner still wants to kill her for rejecting Jasmine's love, but Wesley reminds him that they need to bring her back so they can find out why she rejected her love. They all return to the lobby, where Jasmine picks out a few of the followers to go to her room with her. They all follow with huge delight. Elsewhere Fred returns to Magic Bullet Books, somewhere she'd been a few days before. The shop clerk remembers her. But all's not well with him, as Fred asks more questions it appears that he's also fallen under Jasmine's spell and she doesn't get the answers she needs. Angel & Conner are tracking Fred down through the sewer tunnels. Angel asks Conner at how old he knew he could track people. From a very young age, also it was heightened by the fact that Holtz put him through some rigorous training exercises on Quor-toth. Both of them suddenly stop and know that Jasmine wants them back at the hotel, without saying a word.

At the hotel, with Wesley's help, her broadcast which was seen on the TV will be put on the internet in a few days time. Angel & Conner return, Jasmine wants to test their connection to see if they can collectively find Fred. They all join hands and concentrate. Fred returns to her motel room, but all the guests there seem to be looking at her in a different way. Jasmine can see her through them. Fred tries to run but her followers are tracking her. A car crashes and a man is in flames, those flames are passed to Jasmine and she has to stop as she has burnt herself. Jasmine collapses on a chair, her hand's burnt. She says there are more important things and soon the gang are finishing off each others sentences. Fred walks along a quite, lonely road. A car drives by then comes to a screeching stop further up. She dives into the bushes and tumbles down a hill only to fall into a dirt cave where a demon also seems to live. Fred grabs a hatchet from nearby defending herself. The demon backs away. Fred checks her wound. She keeps the distance between her and the demon using the hatchet. The demon assures her that he's a non-human eater and he's trying to keep away from the Jasmine-ites as well. At the hotel Wesley addresses the crowd on Fred and then steps down and lets Lorne give his address on the daily Jasmine happenings. Then he leaves the microphone open to anyone who wants to speak. Lots of people come up, including Angel & Conner who sing Mandy to Jasmine. Back to Fred, it appears the demon's about to fall asleep. He goes into his make shift sleeping bag where Fred sees a stash of human hands. The demon jumps her, but Fred manages to get the the hatchet in time and kills the demon. She gets up and examines her wound, suddenly realising something very important.

Fred has returned to the book shop. She wants them to find her. She goes in and the shop clerk is there. It's not long before Jasmine, Conner & Angel also arrive. She says sorry to Angel as she draws the gun from the drawer in front of her shoots a bullet straight through Jasmine and into Angel. Angel vamps out and tries to attack Fred. Fred tells him to look at Jasmine and he then sees Jasmine's true face. Fred uses her gun and fires multiple shots into Jasmine spraying blood everywhere. Conner knocks her unconscious and then gets Jasmine and leaves. Jasmine orders the clerk to burn the place down, Angel grabs Fred and also leaves. At the hotel, Jasmine returns. She tells the others of what's happened to Angel and tells them that Angel has to die. Angel's still trying to come to terms with what's been revealed to him. They hear something down the alley, Fred grabs Angel and kisses him thinking that that might divert their attention. But it doesn't and they go on the run. Jasmine takes three people into her room. She watches in the mirror as she manages to heal her bullet wounds. In Cordy's room two people just leave and in through the window Angel & Fred come. Angel's just about the slit Cordy's wrist for her blood when she suddenly grabs Angel's arm. Angel thinks Cordy's back to life but Fred has to tell him that people in comas usually do that. They collect some of Cordy's blood, just then Lorne comes in. Just as he recognises them Angel grabs him. Jasmine leaves her room, Conner asks where the people are, she's eaten them. Lorne's given the job of bringing Gunn & Wesley back to normal, he lures them into a room and it's done. Angel refuses to leave without Conner. Wesley gets Conner to the room, though the blood seems to work at first, it actually doesn't and Conner calls to the rest of the people in the hotel to where they were.

As Conner shouts down the hallway a group of Jasmine-ites come down ready to do some damage. Angel convinces the others to get away before they arrive, so they make it to Angel's car down a fire escape. Angel holds down the door until Conner punches a hole in it. Angel then lets loose on his son, pummeling him to kingdom come. As the rest of the gang wait in the car Conner's body drops down from above followed by Angel. Angel gets in the car but they leave Conner behind and drive away. On the car radio, the radio speaker says that the Mayor of LA has decreed Los Angeles as the first citadel of Jasmine. Angel quickly turns the radio off. Fred reckons they should have taken Conner with them. Angel reminds her what would have happened if Conner was with them and he woke up. Back at the hotel Conner lay bruised and beaten. After Jasmine devours a few more victims she heals Conner and he regains consciousness. The gang pulls into a petrol station though they have to try and avoid the Jasmine-ites as they get some petrol. They get to a pump, as Gunn fills up the rest of the gang stay watch. The people surrounding them are speaking in Jasmine's voice, things get very creepy and the police are soon after them. They end up ditching the car and heading for the sewer tunnels. The gang try and make a getaway in the tunnels, no one knows them like Angel does. Suddenly Fred remembers, they left Cordy behind. Angel wants them all to forget her, the heart gets in the way of what they have to do. As the gang continue down the tunnel something watches them in the darkness. At the hotel Conner looks over Cordy. Jasmine walks in and asks Conner to leave, she wants to be alone with her mother. Conner leaves, grudgingly.

The gang continue down the sewers, it appears that they've been lost for the past two hours. They go over the fact that they all still miss Jasmine. All of a sudden Wesley and Angel fall through the floor. Angel nearly falls onto a hug stake but manages to save himself while Gunn grabs Wesley and pulls him out. The gang are then suddenly surrounded by some young people, and one kid. The gang attack and get the upper hand, though they don't seem to be under Jasmine's control. Turns out Gunn knows one of the kids. They hear something, and one of them says it's back. On saying that they all hurry down the tunnel. At the hotel Conner goes to Cordy's room to apologise to Jasmine. When he gets there he finds Cordy gone. Jasmine tells him that she had to put her in a safe place, leaving Conner a little confused. As Jasmine leaves the room Conner follows. The sewer gang leads them to their safe haven, Angel checks the place to see if it's safe while the youngest out of the group, Mathew, tries to reassure Angel that everything is safe. The gang in there had been holding their own in the tunnels, away from the rain of fire and permanent night. That is until this other thing came in and moved in on their territory. Angel washes Conner's blood off his hands, Mathew asks who's it was. The rest of the gang discuss this other demon, Angel grabs a machete and they all head out to kill it. Back at the hotel Conner informs Jasmine of the situation. Jasmine seems fairly happy, it seems the governor has dissolved the administration and now the state answers to her. Jasmine then goes on to see how Conner isn't fully submersed into her world, she asks for his pain. He gives it to her for them both to share.

As the A-Team and new gang wonder along the tunnels some kind of demon grabs Randall and goes up a shaft. Angel jumps after it and gets Randall back, but the demon flees. In all the commotion Mathew runs away after seeing Angel's vampire face. Gunn & Fred run after him, and Wesley gets taken by this demon. Wesley flies through the air and hits a wall, a strange looking demon tells him, "We loved her first.". Angel wants to go and find Wesley as soon as possible but the rest of the sewer gang seem to be having a problem with the fact he's a vampire. Angel explains to best he can and then sets after Wesley while Lorne looks after the sewer gang. The demon that took Wesley seems to have known Jasmine first, but he knew her as The Devourer. That's what they knew her as, but they don't like names. The demon is creating some kind of sacrifice to get Jasmine back to his dimension. As Fred and Gunn look for Mathew, Gunn remembers when he was so happy and didn't have a care in the world. Fred reminds him that it wasn't real emotion. The conversation turns to them as a couple. Gunn changes the subject back to Mathew and they continue the search. They go out into the light and continue their search. The demon continues working on its sacrifice for Jasmine. Wesley tries to pump the demon for more information but it realises what he's doing. Wesley begins figuring things out, to the demon's dismay and it tells him profusely to shut up. Fred and Gunn find Mathew but he doesn't want to go back with them and so Gunn knocks him out and carries him, to Fred's disgust. Things are beginning to look grim with the demon getting ever more angry with Wesley. Angel appears from the back and launches a full on assault. Gunn and Fred get Mathew back to the fort, only he's been turned by Jasmine and so Lorne, Fred & Gunn are on the run. With Wesley's help Angel manages to kill the demon, he senses something. It's Conner. Conner's there with the National Guard as Lorne, Gunn & Fred soon encounter them. They mange to group back together and are held up in the demon's old place. As Wesley, Gunn, Fred & Lorne hold the door Wesley tells Angel that only he can go to the demon's world and find out more about Jasmine and how to destroy her. Angel, unwillingly, submits to it and jumps through a portal. Back in the sewer the rest of the gang fight for their life.

Angel arrives at the demon's world, to find it filled with yet more demons.

Fred, Gunn, Wesley & Lorne fight for their lives in the sewers but it's hopeless. Conner throws Wesley across the room and the whole team is down. Angel on the other hand has managed to find his way to Jasmine's first world. He keeps away the other demoids using the orb he used to get there. He then sees a tower, the place he must go to find the High Priest. Conner has got the rest of the gang all lined up on their knees. He tells them that Jasmine's world is better than anything they could have hoped for. The gang try and bring him around but it's no good. Just as Conner is about to kill Wesley Jasmine speaks, through a solider, and tells him to stop and to bring them to the hotel. Conner obeys. In the other world Angel's scaling a large mountain to get to the top, where the temple is. Meanwhile Jasmine is speaking to some followers in her room about things to come. Conner and the gang walk in, who are heavily guarded. Wesley tells Jasmine that she recognised that creature in the sewer. Jasmine tells the gang that it was a creature from a world much like their own. Full of hatred but Jasmine changed that, and so she shall do the same to this world. That other world was more like a training ground for what she was to do on Earth. Jasmine mentions that she knows where Angel is and he's wasting his time. Wesley notices if that was really the truth they'd all be dead by now. Jasmine doesn't like the way things are going, calls in a helper of hers to greet the news people, she has to eat first. Jasmine explains again what she's trying to do, and Fred explains to Conner what they were trying to do with Cordy's blood. Conner looks at Jasmine and sees her true face and says it's beautiful. Jasmine tells Conner to take the gang away to their new accommodation and guard them and watch out for Angel. Conner asks what Angel's looking for and Jasmine replied, the unattainable.

Angel has made his way to the temple, he sees a statue of Jasmine in bug form. He then sees the High Priest. The other followers have disbanded  because Jasmine never came back, however the priest is still hopefully. Angel uses brute force to get what he needs out of the priest, but the priest points him to the keeper of the name. He's merely the guardian of the word. The Keeper turns out to be a larger demon, whom Angel has to fight. Back in LA Conner locks the gang in the cage which was originally for Angelus. They discover the reason why the ritual didn't work. His blood enabled him to see Jasmine's true for in the first place. Conner explains that Jasmine doesn't look bad compared to the things he had seen in Quor-toth. They again try to change his mind, but it's not moving. Fred asks about Cordy, Conner says she's safe - Jasmine put her somewhere. Wesley asks what Jasmine eats, Conner claims he doesn't know. Wesley figures out that it's people. They plant a thought in Conner's mind that Cordy might have been eaten by Jasmine. Conner doesn't want to believe it but he goes to find Jasmine none the less. In the banquet room of the hotel a naked woman is telling Jasmine how bad her life was before she came along. Conner comes in and asks to talk to Jasmine. He tells her his worries about Cordy and Jasmine reassures him that Cordy is still in LA, just in a safe place. Conner leaves feeling a bit better. In the other world Angel continues to fight the Keeper while the Priest taunts him. Things are not looking good for Angel. Back  at the hotel Conner's making his way through the crowd in the lobby awaiting Jasmine's arrival. He's tracking Cordy, trying to find her scent. He finds a couple of guys and tries to get to them but gets sidetracked by a reporter asking for an interview. He shrugs her off and finds the two guys outside. Using some violence he gets the information he needs out of them, the location of Cordy.

The fight surges on with Angel. The priest keeps telling him that Conner was never really meant to be, just needed for one use. Just as that is said the Keeper swings his club, Angel ducks and the priest is flung across the air and is impaled on a Spike. Angel is then suddenly grabbed and held in the air by the Keeper. Back in the basement of the hotel Gunn tries to knock the door open, but it doesn't work as yet. Wesley is putting things together with Jasmine. Wondering why she hasn't killed Cordy instead of hiding her somewhere. Cordy's blood may have some power over Jasmine and she's the only one who can maybe make Jasmine stop. That's if they can wake her up. Conner has found his way to a church, inside a couple of cops are guarding Cordy and don't want Conner to go any further. Conner punches and kicks them out of the way and finds Cordy. At the hotel Jasmine has finished eating and is ready for her "close up". At the church Conner tells Cordy that everything's going as she wanted. A new world is happening. It's no longer the harsh, cruel world the rest of the gang want. But he knows it's built on lies, his whole life has been built on them, he thought that this one was a better one. Deep down, he knows it's not. At the hotel just as Jasmine's about to make her world debut, Jeremy comes in and tells her what Conner did. But she still carries on down to the lobby. In the basement the gang can hear all of what's going on and they realise that they are now truly alone. Jasmine enters the lobby, there's silence and everyone is on their knees. She tells everyone to get up and opens the floor to questions. She's asked if she wants anything, at first she just says love, but then asks for a Temple. The Q&A is the interrupted by a jolt of electricity, from a portal opening. It's Angel, with the head of the Keeper. He cuts open the Keeper's mouth and the word is uttered. Jasmine changes, her face changes and her beauty is gone leaving boils and scars. The followers flee and Jasmine is alone.

Down in the basement they hear the commotion, Gunn's still trying to knock the door open much to the annoyance of the rest of the gang. Suddenly the door jars open, they all rush out. Jasmine's out on the streets, she's calls to Conner for help and he hears her and runs after her. Angel confronts Jasmine in the streets. Angel tells Jasmine what she was doing wrong, taking away people's choices, their rights. Angel thinks that all of Jasmine's powers have been taken away, but she then lands a massive blow onto Angel causing him to be flung through the air. He lands on the hood of a car. Jasmine picks up a car and tosses it to where Angel is. They're both on the same level now, Jasmine gets a bolt of electricity run through her from Angel. But it's still no good. Then Conner appears from behind. At the hotel the rest of the gang can't find anyone, though Gunn does find the Keeper's head. Wesley opens the door and they're all left in awe. Jasmine whines to Conner about what Angel has done, then suddenly Conner drives his fist through Jasmine's head and kills her. He then walks away, even though Angel's calling after him. Angel's too injured to do anything and Conner's gone. At the hotel the rest of the gang wait for Angel, he arrives and tells them of Conner's state when he last saw him. Then from Angel's office a voice comes, it's Lilah.

Lilah's back it seems, no one can believe it. They all seem to think she's a ghost or a vampire. Angel smells out the truth and he tells everyone it really is Lilah and she's back. It appears that her contract with Wolfram & Hart extends beyond her death. There's just one thing she has to do before she heads to hell. She begins to explain why she's there. The next minute we see Fred, Lorne, Gunn, Wesley and Angel all looking a bit speechless and dumbfounded. Lilah explains again, Wolfram & Hart have given in and they're giving Angel & co the LA branch of the evil law firm. The gang eradicated world peace so that's their reward. They try to argue their case saying it wasn't real. Lilah leaves, saying that they'll be a limo waiting for them before dawn to show them around the new offices if they want to see it. In the streets of LA things are looking pretty grim. Conner's walking through the streets and notices a man pacing on the roof of a building. When he gets up there he sees it's a cop about to kill himself. Conner manages to persuade him otherwise and tells him to go home. The cop takes out a picture of his family, Conner sees it and blows a fuse, telling the cop that he would have left them behind if he killed himself and what was he thinking. He then pummels the guy to kingdom come, taking out all of his anger. Back at the hotel Wesley's trying to map out where Conner & Cordy might be in order for them to find them. Gunn points out it may be easier with the resources of the Wolfram & Hart offices, though Wesley doesn't want to go there. Lorne returns from looking for Cordy & Conner and hasn't managed to find either of them. Angel gets ready to go out on his own. Gunn recommends that they might take Lilah's offer, but then quickly changes his mind. After Angel heads off the rest of the gang head to their homes.

Before dawn Fred creeps out of her room, without her shoes on, and heads for the courtyard. Out there she bumps into Wesley who's standing there for the same reason she is. Before too long Gunn comes out of the shadows. As the three of them head for the limo that has been waiting for them, Angel appears from round the corner. They all prepare to go in, as they do they see Lorne's already sitting in there enjoying himself. The gang arrives at the new Wolfram & Hart offices, as the elevator door opens and they all step out Angel's greeted on multiple occasions, by all the new employees. Lilah and four others approach the gang. Lilah wants to split the group up so that they can cover as much ground as possible, Angel's unwilling to let that happen but the rest of the gang think it might be a good idea. In an effort to make them feel safer Lilah offers them some weapons to have while they get shown around, Fred's the only one to pick up a fairly large gun. Lorne's guide is Preston, head of the Entertainment division, Fred's guide is Knox who heads up the science area. Wesley's guide is Rutherford Sirk and Gunn gets shown around by Lacey Shepherd. Lilah gets to show Angel his offices. Gunn explains to Lacey that he doesn't get why he's there and why he's needed. They walk past a security officer's room and he suspects that's going to be his job, but Lacey reassures him that they've got bigger plans for him. Fred gets shown to the science division, of which she will be the head of, which shocks Fred a great deal. She's clearly tempted by the offer. Sirk takes Wesley to a small library where they have the largest collection of obscure prophecies, allegedly. At first Wesley's doubtful but when he's shown the goods he believes it. He also figures out that Sirk is in fact an ex-Watcher, with that he punches him, knocking him out and heads elsewhere.

Lilah takes Angel to a huge office, Angel isn't impressed. But when Lilah opens the curtains to the streaming sunlight, nothing happens to Angel. They've been coated with a special product so he won't burst into flames. Angel gets past it and is about to walk out. But Lilah tells him about Sunnydale and something there that might need him. Angel tells her that Buffy can look after herself. Angel's about to leave again when Lilah gets a call from the senior partners. They want Angel to look at everything before he makes hi mind up. Lilah presses a remote control and a TV appears from behind a board. Angel's impressed but what hits him more is what's on the TV. Conner, in a hostage situation and he's not the hostage. Angel's outraged thinking this happened because of what the senior partners did, but Lilah reminds him that it wasn't them, it was in fact him. Angel's about to leave to go and find his son, but then Lilah offers him a deal at the last chance Angel takes it. Gunn & Lacey are in an elevator. Lacey reaches over and hits a white button which only just appears, Gunn realises where they're going and isn't happy about it. Gunn gets to the white room, only the little girl's not there, but her replacement is, a huge black panther. The panther circles him a few times, until their eyes meet and some kind of connection is made. The panther lets out a huge roar. Elsewhere cops have surrounded the hostage situation, Angel's managed to get his way in and Conner knows it. 

Meanwhile Wesley has made his way to the file room where he takes out a clerk and begins to look for a file. Lilah appears and seems to know which one he's looking for. But when he stops at a filing cabinet and gets a file Lilah isn't expecting she's shocked. Wesley's taken out Lilah's contract with Wolfram & Hart and starts to burn it. Only when he looks back in the filing cabinet, it's still there. Sadly, she can never be released, but it meant something to her that he tried. Back to Conner, and he attaches an explosive to himself. As Angel gets closer Conner activates one explosive which startles Angel. Conner warns Angel that he can't save them all, and turns to reveal that he's wired, everyone is the room is wired and so is Cordy who's lying on the floor unconscious. Angel & Conner get into an argument. Conner's unhappy about the past goings on, and his whole life so far. Angel wants to make it up to him and wants to tell him he's sorry but Conner doesn't want to hear any of it. Angel says that they can change things, Conner tells him that nothing can change, the only thing that will change things is death. Conner moves to detonate the explosive but Angel yanks it out of him. Then hits Conner. Angel & Conner fight, Angel gets a break and manages to free the other people and gets them out. Conner's about the detonate Cordy's explosives but Angel gets to him in time. He tells Conner he does love him and he will prove it, he takes a knife and slits Conner's throat and then there's a white flash.

Back at the offices Lorne clearly wants to take the offer as does Gunn and Wesley. Fred's shocked to hear them say it. Angel comes from the elevator and tells them that he's already taken the deal. Lilah hands him an amulet and file to help the guys in Sunnydale. He then asks to see Conner, reluctantly Lilah tells him that they'll be a limo waiting for them. As Angel turns to head away, Fred asks who's Conner. A limo drives through the country and finally gets to a house. Inside Conner's there, with a family having a normal meal. Angel watches from the window and appears to be happy that his son, or former son, is now also happy.