A young woman is being attacked by a vampire somewhere in LA. Angel swoops in and saves the day. As soon as he's reassured the young woman of what just happens, he walks off only to be confronted by a legion of Wolfram & Hart employees ranging from a special ops unit to lawyers. Signatures and documentation is needed of the rescue, all of which leaves Angel a tad confused. The next day Fred's trying to get moved into her new offices, but is still a be flummoxed about what's going on, as is Wesley. Fred heads off to her new office, led by her colleague Knox. Wesley and Gunn discuss offices. Lorne appears to be getting into the swing of his new life style at Wolfram & Hart very easily. Angel soon shows up and heads to his office, with Gunn and Wesley close behind. There there's a young lady sitting on his desk. She introduces herself as Eve, Angel's liaison and link to the Senior Partners. Eve fills in Angel on what they're meant to be doing, and what they could achieve by working in the LA branch of a multi-dimensional corporation. Eve shows them where their client files are. Later that evening the gang go through all the client files, of which there are many. After a moment Lorne calls it in along with Fred, Gunn & Wesley. Angel decides to stick around. As Gunn's leaving his office he's approached by Eve who reminds him of something and hands him a business card of sorts.

The next morning Angel sifts through all of his files on his desk. He calls in his secretary for some blood, when she hands it to him it turns out to be Harmony. Angel's less than pleased about her being employed there, but Harmony's dying to give it a shot. Wesley's called into the office bringing news about a client who's there to see them, Corbin Fries. And to Angel's surprise, it was Wesley who suggested Harmony try out for the job as Angel's assistant. Wesley tells Harmony to bring in the client while Angel is roughly filled in on him. When the client arrives he's less than happy about his situation, his trial. Angel's not to happy about having to protect a guy like him. Turns out if Corbin doesn't get off on this conviction he's going to "drop the bomb" on California. Something that will wipe out anything that isn't already dead. Lorne goes through the staff at Wolfram & Hart, he reads each one of them as they sing to see if they have any evil in them. Fred's getting set up in her offices with the help of Knox. Later that day Angel, Wesley, Lorne & Fred discuss the bomb that Corbin was talking about. A lot of ideas are flung around, but it's Fred's that seems most possible, it could be a virus, but there could be something mystical involved. Angel goes to see Spanky, a mystic who's name cropped up a lot in Corbin's file, Wesley goes to see about the mystical side of things and Fred goes to work on the virus theory. Lorne's told to keep an eye on Corbin's case however Gunn's nowhere to be seen.

Seems like Gunn's getting something done to himself. He's at some kind of doctor's office, linked to W&H. Angel goes off to see Spanky, after having to choose one car to drive there. Once there he confronts Spanky about Corbin and after a spot of violence Angel gets what he needs out of Spanky. Meanwhile Fred & Knox are researching the virus, however things don't look good. Angel calls Fred about the virus and it's location. Angel arrives back at the offices and it seems that the virus has been placed in Corbin's son, Mathew. This really hits Angel where it hurts, and it doesn't help with Eve around. Corbin's case in court doesn't seem to be going too well either. Back in the science department Fred's getting frustrated that they don't know as much as they need to know. Angel returns to his office to set out to find Mathew, Corbin's son. But Harmony informs him that the special ops team has already sent out a cleaning crew to deal with it. Back to the court case, all seems lost until Gunn enters and calls for a mis-trial. Oddly his findings work, saving Wesley to resort to some gun slinging. Angel manages to get to Mathew's school in time, it so happens that he now has a helicopter. He deals with the special ops team, killing most of them. Hauser and him have it off, only to leave Hauser with a whole through his head. Later at the offices Eve & Gunn inform the rest of the gang what's happened to him. He's had an injection of lawyer-ness into him to help them at W&H. Eve leaves, leaving the team pondering about their position at W&H. Angel perks them up with a speech, and tears an envelope which he received in the mail. An amulet falls out, the same one Angel gave to Buffy. A swirl of dust forms, it's Spike, reformed....

We flashback to Sunnydale, nineteen days ago when Spike destroys the hellmouth and kills himself in the process. Back to present time, Spike's in Angel's office in Wolfram & Hart. Spike tries to attack Angel but ends up going straight through him and into his desk. They look into it, Wesley studies the amulet while Fred has a proper look at Spike. Everything about him says that he must be a ghost but there's a few things that don't add up. But they do make the conclusion that Spike is linked to the amulet, somehow. Spike begins to disappear but then reappears at the other end of the room not know what had just happened to him. He again begins to blame Angel. Angel "chickening out" of not being the one to wear the amulet. An argument ensues between the vampires and Spike lets slip that he has a soul. Which Angel has yet to tell the others, and so they seem a little shocked about this revelation. Angel heads off, Spike taunts him as he follows him. Harmony tries to tell Angel about an appointment of his, but Angel refuses to listen. A Grox'lar demon comes out of the lift, Angel fights and kills it. Without realising that that was his appointment, but Gunn tells him that it's not all bad that he killed the demon.

Angel & Gunn have a mini meeting in their office. All the people that they have been firing has brought up some resentment about them taking over. One of the newest being Angel wanting to shut down the internment acquisitions department - grave robbing. A very powerful client, Magnus Hainsley, also a necromancer funds W&H heavily and a lawyer named Novac insists that they don't shut down that department. Angel wants Novac to meet with Magnus and work something out. Spike again taunts Angel, Angel wants him gone. And that's what Spike agrees to do, he doesn't want to stay there any longer than he needs to. Especially with Angel around. Later Angel and Wesley discuss the amulet and Spike. Angel wonders what the senior partners are up to, Wesley's got a few theories but nothing sound. Suddenly Spike's back. It appears because the amulet's the property of W&H so is Spike now, as he's tied to it, and he can't go any further than the city limits. Novac appears to be back from his meeting with Magnus, in three buckets. Angel decides to pay him a visit himself. With some information from Gunn which could help.

As Angel heads off Spike's beginning to like the idea of being able to haunt Angel until the end of time and him not being able to do anything about it, so he tags along. They arrive at Hainsley's just as Hainsley's performing a ritual on a dead person and a demon. Angel and Spike have a look around and see one of Hainsley's showrooms with multiple dead bodies all looking rather life life but still. Hainsley's butler has been given orders to kill Angel and Spike but Angel kills him, oddly enough with a spoon. Just as Angel's about to find Hainsley Spike has it out with him. Claiming that he had a hard time with his soul and why is it that Angel gets everything so easy. Angel argues back, words are conversed until Spike vanishes again to Angel's relief. Angel has it out with Hainsley, freezes all his bank accounts rendering him useless financially. Spike reappears and isn't impressed. Angel leaves, Spike disappears again, but this time it's Hainsley's doing who has an idea that will make both of their lives easier. Angel returns to the office and Wesley tells him that there's only one way to get rid of Spike. Give him eternal rest by breaking the amulet on hallowed ground. Angel has to sleep on it, meanwhile Spike has been listening in on their conversation. That night Angel's visited by Spike and he tells him that he wants that plan to go forward, he wants to have eternal rest. They go to a graveyard, just as Angel's about to destroy the amulet Hainsley appears and knocks Angel out with a firm blow. He's taken to Hainsley's house where Spike's going to get transferred into Angel's body and reverse some of the things Angel did that day. But Spike decides to do things his way. As the ritual's going ahead Spike remains in Hainsley's body instead of transferring into Angel's. Both Hainsley/Spike and Angel fight it out, until Hainsley's head is lobbed off, leaving just Spike, again as a ghost. 

The next day Wesley and Angel discuss the plan, it was apparently all Spike's idea. Fred goes to her lab to find Spike there. He asks for her help, every time he disappears it feels as though he's getting sucked into the ground, into hell, and that's not where heroes go.

Fred, Gunn, Angel & Lorne are somewhere just outside of LA faking a conversation. They're trying to see if Wolfram & Hart, or more importantly, the Senior Partners are keeping tabs on them. Sadly they don't find any bugs are wires on any of them. The whole gang seem frustrated and they all seem to think maybe Gunn may know something, he could be linked to the Senior Partners. Gunn's furious that they should think that. Angel suddenly asks Wesley for her sterling silver pen and leaves. Somewhere near them a young girl is getting attacked by what looks like a werewolf. Angel jumps in and kills it using the silver pen, however the girl didn't stay to say thank you. However she was bitten. The next morning Angel hands gun a sketch of her and the whole team are working on a way of finding her. Fred's working on some things in her office when Spike comes through the wall wanting to know if there was any development about his predicament. Fred says there has but she can't talk because of werewolf girl and she rushes off to work on that situation leaving Spike a little forlorn. In the lab everyone's working on the case of the werewolf. Lorne thinks up a few ideas and they're led to a name, Nina Ash. The young girl who was attacked, Nina, wakes up in her bed not looking or feeling all there. She goes downstairs to the kitchen where there's her sister and niece. Nina's senses seem to be heightened and she has a feeling or want to slash her niece's neck, to her disgust. At the lab at Wolfram & Hart Angel and the gang have managed to get her name and match it with an address.

That night while Nina is babysitting her niece she has a turn for the worse and heads upstairs. As she goes into her room she collapses on the floor and begins to turn, into the werewolf. As she turns her niece is outside her door. Angel flies through the window and grabs the werewolf. As they land on the floor outside Wesley shoots a couple of tranquilizer darts subduing the beast. A naked and confused Nina wakes up in a locked and barred cell. Angel enters and tries to reassure her but all she wants to do is escape. Angel convinces her to stay and asks her to see one thing. Angel takes her to his office where he shows her a video tape of her in werewolf form and changing back into human form. Nina's shocked, but somewhat reassured when Angel tells her that he's a monster too, a vampire. He tells Nina that he's going to do all he and his team can to help. Angel leaves Nina in his office and heads into the lobby where he's met by Dr. Royce and Fred. For the next night they plan of caging her again and Royce suggests that to calm her a little, she have a few of her things from home. Fred's sent with Nina to get some things from her home. 

Nina and Fred drive in the back of a van to Nina's house. Nina's at first a little afraid of going back in, but with some assurance from Fred she does. Nina's met with her hostile sister, not understanding what's going on. Nina makes a quick exit and Fred grabs a few personal items. Outside, as they make their way back to the van, they find that the security with them have been shot. As they run some men in black try and take them. Fred tries to defend them both, but she's no match. Fred's knocked out and Nina's taken away. Nina's taken somewhere where she's stripped and hung by her hands. At the offices Lorne reads Royce. They're having a crack down on the staff as to who the leak could be. Fred blames herself. Fred notices Spike walking around the offices, she calls out to him but he doesn't answer. She follows him and is lead to Dr. Royce's office where she collides into the wall Spike just went through. She tips a rubbish bin, in it she finds a vial. Dr. Royce returns and Fred knocks him out with a lamp shade. Turns out Royce was the leak. Gunn, Fred & Wesley have a look through his things. Gunn finds something of some importance. Fred takes it to Angel straight away, it's a menu.

Elsewhere Nina's carted in on a dinner table, garnished and apparently she's to be eaten. Angel uses Royce to find this place. They go in, Gunn, Wesley acting as back-up as Angel tries to free Nina. Things get messy and Nina changes into a werewolf and bites Royce just before being tranquilized by Wesley. Angel and co. take Nina and Crane is promised Royce as their werewolf dinner for the next month. Later that night Spike appears to Fred again. He's genuinely getting scared about his trips to nowhere as they seem to be getting longer. Fred makes a promise to help him. The next day Angel drives Nina home. He reassures her and says he'll help her get through it all. Nina steps out of the car, greeted by her sister and her niece. Later that night Angel invites everyone over to his new plush apartment, with a gorgeous view. Everyone seems more relaxed in their new place, Angel including. Fred orders Chinese and it seems like things never changed.

At the end of the day Fred walks into her lab and is shocked when Spike scares her, or so it seems. She was just putting on her scared hat to try and make Spike a bit happier about being non-corporeal. Spike asks if there's been any progress with him and making him real again. Fred seems to have her hopes up and does seem to have a plan. As Spike leans against the table he falls straight through it and into the basement of Wolfram & Hart. Spike hears a sound, the sound of chopping. He walks along to investigate. There's a man in a chair chopping his own fingers off, as the man turns to reveals his scar worn face he disappears, leaving Spike more than shocked. Meanwhile Lorne's busy with his entertainment section. Fred walks past and goes to Wesley's office and hands him a list of what she needs to help Spike. Wesley's more than happy to use his recent contact to help her, but he's worried about her, not sleeping or eating much. As Fred leaves she bumps into Eve who needs to have a word with her. Angel and Eve are in Angel's office. Angel's talking to Fred about her and the move from small time to the now big time. Fred misunderstands and thinks that Angel's worrying about her like Wesley was. But Eve tells her that he's talking about her spending in the science department. She's gone a long way over her quarterly budget, and the quarters not over. Fred says she's just trying to do everything she can to make Spike real again, which shocks Angel, because he just wanted Spike out of Wolfram & Hart. Fred still believes that Spike is worth saving and she needs to help him, Angel leaves the call up to her.

Spike's back in the now empty lab. Light's flicker and he follows them. It now seems that there's something else there and he follows the flickering lights. As he walks down the hall there's a young woman in nineteenth century clothing, without any arms. She flies at Spike, Spike ducks but then she's gone again. Angel retires to his apartment with a glass of blood, where Spike now is. Angel just wants Spike to leave but he's not going anywhere. The topic of the Shanshu prophecy comes up, and Angel tells Spike that it's not true. No prophecies are true and both of them are going to go to hell for all the things that they have done. They sit on the sofa and take stabs at one another. The conversation ends with Angel admitting that he liked Spike's poems, and Spike takes a jibe at Angel for liking Barry Manilow. Then Spike seems a man hanging from the ceiling, but Angel can't seem him. They go to the lobby where they meet Fred and Wesley. None of them can see the dead people that Spike can see. Gunn and Eve soon arrive saying that the mystics can only sense Spike as the ghost in the whole building. Spike suddenly disappears to the gang. However Spike's still there, he hasn't completely disappeared as he used to. Fred suggests they find him. Spike's lead upstairs. When he gets to the lift it opens and he gingerly steps inside.

The lift has taken Spike back to the basement. Wesley, Gunn & Fred talk about Spike in Wesley's office. To Wesley and Gunn is was fairly obvious that he would be going to hell every time he disappeared. Back to Spike in the basement, he sees another young woman with a shard of glass in her eye. She takes the shard out and tells Spike that the Reaper's going to get him. Then she vanishes again. Fred's working in the lab with Spike watching her. She seems to get something, but it doesn't work. Spike leans over to touch Fred and there's a spark that both could feel. As Fred looks around for Spike, Angel appears from behind and scares her. The gang are all set up in a conference room, Eve brings in a psychic who will help them locate Spike. She begins, she mentions a dark soul. But she stops there, something tries to kill her. Spike's watching over, Angel thinks it's Spike but it isn't. Things don't look good, and then she's killed, her blood spurts out and onto Fred. Wesley & Gunn come to the conclusion that there was something else in the room.

Fred takes a shower, Spike watches her. As he approaches the glass he finds that he can touch it if he wants. He writes something on the glass. Upstairs Angel, Gunn & Wesley are researching the dark soul. As Fred finishes her shower she sees the message that Spike wrote to her, it said reaper. As She reads the the glass shatters, but doesn't break, and Spike gets flung back into the basement. Fred quickly runs upstairs to tell the gang about reaper, and they instantly find who they were looking for. Matthias Pavayne, his blood was used to deconsecrate the ground so that Wolfram & Hart could be built on it. In the basement Spike is confronted by Pavayne. He's completely stripped of everything and is ready to go to hell. But something Pavayne says triggers a thought in Spike's head. If he desires something enough he can make it happen. He wills his clothes back and then he wills himself to be able to fight Pavayne, which he does. Back in the offices Fred's figured out a way to make Spike corporeal. Angel & Gunn go and get some magic juice from the conduit in the white room. After they have it they piece the machine together. All ghostly things will be attracted to it when it's turned on. Fred turns it on and both Pavayne and Spike are attracted to it, they both head over. Just as Spike's about to step in to make himself real again, Pavayne grabs a hold of Fred and makes Spike choose. Spike chooses Fred and Pavayne is made corporeal. After which Angel pounds on him and puts him away in permanent storage. The next morning Spike tells Fred that he's okay and shows her his new trick, that he can hold things.

Lorne's walking through the hall of Wolfram & Hart talking on multiple mobile phones with his frantic assistant, Van, at his side. He greets Harmony and asks where Angel is, he's coming back from a field mission. However the field mission didn't go well with Angel, and the weapon which Wesley supplied him with seemed to have been defective. Lorne tries to talk to Angel about the party, but Angel's too tired, bruised and grumpy to want to hear anything and shuts the door on Lorne's face. Lorne returns to his office, looking completely exhausted. He sits at his dressing table, suddenly his reflection comes to life. Telling him what he has to do, Lorne gets so frustrated he breaks the mirror with a bottle. Finally gets up, and walks away not looking very happy. In a click of a finger he's singing down the halls again. Later on Angel steps out of his shower to be greeted by Eve. She let herself in with her own key. Angel's not happy that she's there, but when she tells him that he missed an appointment of there's, Angel rushes to get ready. They arrive at Wolfram & Hart, Angel pretty stressed about being there and still not knowing what's going on, he takes it out on a guy holding a huge faux giant head, as the elevator doors open. He's completely forgotten that Lorne's throwing a party. Lorne's a tad distressed and tries to get Angel to swing around. Elsewhere Wesley's gone to see Fred about the malfunction on the mystical/scientific new grenade that failed on Angel earlier. Fred & Knox don't think it's either of their fault, but Wesley doesn't think it's his either. Lorne comes in to remind Fred & Wesley about the party. Neither are keen on going. Lorne tells them that they have to be there and so Knox takes over from Fred for looking into the grenade malfunction and Lorne sets up a meeting with Angel in a few minutes.

Next Lorne goes to see Gunn to remind him of the party and tells him to meet in Angel's office in a few minutes. Minutes later everyone's waiting for Lorne in Angel's office. Lorne tries to get Angel jibed up about the party, but he doesn't seem to keen. Harmony tells him that morale's low in the offices and something has to be done. Angel finally gives in to Lorne and will go ahead with the party. Later that night Lorne & Angel are in a limo heading off to see Archduke Sebassis, a potential party attendee. It's apparent that the party's important to Lorne. Lorne & Angel finally arrive at Sebassis'. They talk for a while, and Lorne finally gets him to come to the Halloween bash. As Angel & Lorne leave, Artode - Sebassis' right hand man, thinks it's a trap, and so they are going to go well prepared. At Wolfram & Hart a mirror ball is rotating and Harmony's the only person dancing on the dance floor. Lorne gets some W&H employees to mingle, while he does the same. He greets a demon called Devlin who's come dressed as a human, with human on his face too. Wesley and Fred stand by the hors d'oeuvres trying to look occupied admiring how Lorne manages to fit in. Lorne goes to find Angel, which he does, watching hockey in his office. While Angel discusses the negatives of the party to Lorne, Lorne crunches down in pain on his head. Suddenly he's back up and dragging Angel to the party.

Lorne gets Angel mingling and gets him to greet the Archduke Sebassis, which he seems to do with a whole lot of enthusiasm. Fred & Wesley stumble around the party drunk out of their minds. Lorne bumps into Gunn upstairs at the drinks. Gunn gives him a big thumbs up on the party, and Lorne confides in Gunn. He did it all by having his sleep removed. Downstairs Angel and Eve meet, they share remarks about each other, before Lorne interjects saying that they have so much sexual tension and should get a room. The next minute Angel & Eve are making out in Angel's office. Fred and Wesley come off the dance floor to find Gunn, who just pisses on Wesley's shoes. Spike's acting a bit strange too, he's actually enjoying the party. Fred & Wesley deduce that it's Lorne, whatever he's saying is coming true. They grab Lorne and take him to see Angel in his office, though Angel's naked behind the sofa with Eve. Angel doles out what they should all do so that they can clear the mess up. Fred and Wesley look for Lorne's sleep. There Fred asks Wesley what he thinks of Knox when Wesley thought that their talk about their relationship was going to go into a completely different direction to that.

Elsewhere Artode has been killed and Sebassis goes to see Angel. Angel gets ready and heads into the lobby. Fred & Wesley find Lorne's sleep and they also find out what's going to happen to Lorne without his sleep. His subconscious self will manifest. That's already happened in the lobby. A giant and more powerful version of Lorne is causing mayhem, killing and what nots. Angel tries to stop it but he can't do much, it's too strong. Wesley and Fred soon arrive with Lorne's sleep. Fred shoots it into Lorne. Lorne drops to the floor and nods off to sleep, as the giant Lorne disappears into fairy dust. At the end of it all Lorne's put to sleep in Angel's office and the rest of the gang split and go home. Angel reassures the sleeping Lorne that he doesn't have to be the host of the party.

Somewhere in downtown LA a security guard checks something out. All seems to be well when he's suddenly jumped by a huge demon which kills him. At Wolfram & Hart the employee who wear the "number five mask" is pushing around his mail trolley collecting mail from office workers. Lorne bumps into him and asks him a question, but he doesn't respond. Instead he just walks on, after Fred dumps more mail into his trolley. Angel's in a conference room signing documents, in blood. Gunn reassures him saying that all papers concerning demon laws need to be signed in blood. Gunn tells Angel all the good he's just done signing a few documents, but Angel's not feeling it. He tells Gunn he feels disconnected. Spike appears and starts moaning about him feeling disconnected with him being a ghost and everything. Even Gunn wishes that sometimes he could mix it up a little. His wish is granted as Wesley comes in with news of several bodies found, with their hearts taken out. The number 5 mail guy comes in and walks straight out as he hears this conversation. As he heads out Angel rushes to him to give him one more item. He gets to him, but the guy chucks Angel through his office's window. Angel's completely shocked as number five heads off. Gunn calls security for him. Spike starts telling everyone that Angel was the one who attacked number five, and it even gets out on the web, as Lorne informs him. But apparently that's a good thing for Angel. Angel gets the topic away from him for a while and tells the gang about the mutilations that have been occurring.

It's evening and Angel's driving a car with Spike in the front and Gunn & Wesley in the back. They're investigating one of the newer mutilations. Suddenly Angel swerves and stops the cars. He gets out leaving Gunn, Wesley and Spike a little stunned. Seems Angel's found another body, he could smell the blood. Wesley sees that the heart's been taken out. The body's still "fresh" so the killer must still be around, Spike points it out to them, it being only a few feet behind them. A fight breaks out, Spike tries to join in but he can't even pick up anything. It doesn't end well and the demon's off again. Back at Wolfram & Hart Gunn gives Fred his axe which has some of the demon's blood on it. Upstairs Wesley's working his department hard on trying to find what kind of demon this was. Angel comes in just to check on things and then returns to his office again. As Wesley works he notices Spike lingering about. Spike asks about the Shanshu prophecy and Wesley directs him to the book on that while he carries on researching. Spike lets out that Angel doesn't actually believe the prophecy, which shocks Wesley a bit. Spike inclines that it may be him in the prophecy but Wesley nails that inclination down. Later that evening Wesley brings a print out of some information to Angel. This demon is a warrior called Texcatcatl. He appeared fifty years ago to the day. Angel notes that it's the Day of the Dead. Wesley tells him that fifty years ago a group of five champions killed him and only one is still alive. Angel decides to look that one champion left.

Angel goes to see the last champion, but it's number five, whom he just fired. Number 5 grabs him by the coat and pushes him against the wall. Seems there was a little misunderstanding earlier in the office, number five didn't hear him quite right. But now Angel does want five to help him bring down this Tezcatcatl. Five's reluctant to help Angel and tells him that only fools are champions. Five recounts the story of him and his four other brothers. They were Luchadores, Mexican wrestlers. In the ring they were everything everyone else wanted. But they also fought outside the ring because no one else cared about his kind. But when his four brothers were killed people didn't want his help anymore. But a man from a big company came, Wolfram & Hart, he offered Five a job. Angel & Five are now in a small wrestling venue where there's a re-enactment of one of the number brothers' fights. They're taking the mick out of them by having midgets play the brother, that's why Five has stopped. Angel tries to give Five a stirring hero speech, but Five sneaks away. Back at the offices Gunn & Wesley have discovered who this demon is killed, it's killing heroes. As they find that out Angel's looking for Five, but he's got away on a bus. As Angel turns around Tezcatcatl punches him and skewers him on a car with a sword. He's about to cut Angel's heart out but stops and takes his sword out leaving Angel there.

Angel returns to the office where he's feeling a tad rejected, but Wesley and Gunn are adamant that that's the MO of the demon. Some new facts come up, the Tezcatcatl is looking for a talisman that would give him the powers of the Aztec sun god. Angel recognises the description, Five has it. He doesn't find Five at his home. Five's at a cemetery with the talisman, sitting by his brothers' grave. Angel finds him and tries to get the talisman. Five says he's swallowed it. Tezcatcatl's on the scene soon. Five tries to fight him off but fails, and Angel has a go but he's flung on the grave of the four number brothers. Suddenly the number brothers awake from the graves and get into action. Angel and the brothers pin the demon and kill it. Five is taken by his brothers back to the beyond. Angel returns to the offices where Wesley confronts him about not believing the Shanshu prophecy. Angel reminds him about the "father will kill the son" prophecy but of course Wesley can't remember that. Wesley's reassured by Angel that he's okay now. Later that night Angel goes into Wesley's office and reads up on the Shanshu prophecy.

Wesley's meeting a man in a warehouse somewhere, something to do with some weapons. Which Fred comes out to demonstrate one. However the deal's not made and the weapons aren't sold to the man, because there's no money. Suddenly one of the dealer's henchmen has a grappling hook stuck into his neck. Wesley takes Fred to shelter while he tries to take care of these strange things that have attacked them. Angel crashes through a window and kills one. As he kills it electricity comes from it, it was some kind of cyborg. Wesley hears whimpering, he runs off to check Fred, who's got a nasty wound in her arm and is knocked unconscious. Later on Angel has a go at Wesley for bringing Fred into that field operation and not informing him. Angel's furious at Wesley for getting Fred in harms way, and Angel lets loose on him. Wesley returns to his office. Eve tells Angel that he was a bit hard on him, and it appears Angel doesn't still fully trust Wesley. On account of what he did with Connor and taking him away from Angel. Fred goes to see Wesley in his office, with her arm in a sling. Wesley tries to apologise for getting her in danger and getting her hurt, and that he had to protect her. Fred doesn't like what Wesley's saying, she says it's patronising. Fred continues to tell Wesley what she thinks as Wesley's father approaches the office, without Fred knowing. Wesley introduces Fred to his father, Fred leaves quickly. The situation gets awkward, but Roger (Wesley's father.) has come on business. He has been asked by other former Watchers to evaluate Wesley. Pending his evaluation he will be asked to rejoin the Watchers' Council. Wesley's not interested, but Roger doesn't see the good that he's doing at Wolfram & Hart.

Wesley's clumsiness appear again as they exit his office, he bumps into his door then a woman. He tries to assure his father that they are doing a lot of good there. But the matter isn't helped when Lorne arrives making Wesley more than embarrassed when Lorne tries to give Roger a few compliments. It appears that the building is buzzing from the fact that Roger's there and soon enough Gunn's in the lobby introducing himself to Roger. He's there with a message for Wesley, the cyborg from the previous night is in the lab and Fred needs some help with it. Wesley takes his father with him to go and check it out. In the lab Fred's explaining to Angel the insides of the cyborg. It's a big mix of human and robot but they don't know much else of it. Soon Roger and Wesley arrive. Roger seems to have met Spike before. In 1963 Spike killed two of his men while slaughtering an orphanage. Angel introduces himself to Roger, but he's not best pleased to see Angel either. Angel & Eve leave and Roger & Wesley take a look at the cyborg. Wesley reckons he's translated a section of it, but he triggers a bomb, a self destruct mechanism. Wesley evacuates the immediate area and tells Fred to leave as well. As he does the bomb seems to have diffused itself, rather Roger diffused it. He translated it correctly, which gave him a way of pulling the safety. Fred & Wesley are in Angel's office explaining what happened. Fred leaves to go and rescue Roger from Lorne. Angel hands Wesley come new information on these cyborgs, they seem to be doing their job for them. Wesley agrees to investigate it further.

Roger's amusing Fred with an old story of what Wesley did when he was younger. When Wesley arrives to meet them he's again embarrassed by his father telling Fred these stories. Wesley needs Roger's help and asks him to help him, he agrees and they leave Fred in the lobby. They get to Wesley's office where Roger begins to talk about Fred and whether Wesley likes her. Wesley tells his father the truth about his last girlfriend, but Roger just thinks he's being sarcastic. Wesley gets some information from the source books, Roger seems to be a mixed of impressed and shocked at the source books. Them being so available in the building. Wesley tries to reassure him that they're safe but Roger's no convinced. On the roof of the building several ninja cyborgs drop down. Eve and Spike meet in the lift, Spike's cautious about Eve, there's something she's not saying. Suddenly the lights go out. The power, communications and security's been cut from the building, Gunn tells Angel. There's something wrong. Suddenly some ninja cyborgs drop into the lobby. Roger and Wesley are face to face with one of these cyborgs, Wesley takes hold of the situation. They put the source books into the vault. But as Wesley's finished putting them in Roger hits him over the head, knocking him out and takes his keys. He goes and gets something from another box, a staff with a crystal. And then says into his ear, phase one is complete, begin phase two.

In the lobby Angel and Gunn fight off the cyborgs. Spike even manages to help out, only after a vast amount of concentration. Roger bumps into Fred. He tells him that Wesley's gone to the roof as his team found something special out there and he's got to find Angel. Fred takes him to Angel. Meanwhile Wesley's waking up he goes to see the cyborg. After a little amount of torture it appears Wesley's got the information he wants. Roger finally gets to Angel and tells him Wesley's on the roof. When they get to the roof Wesley's not there, Roger seems pleased and uses the staff on Angel. To take away his free will. After that's done Roger again speaks into his ear. Suddenly Wesley appears from the door & grabs the staff from his father. Both father and son draw guns. Wesley threatens to drop the staff and shatter the crystal, Roger doesn't think he'll do it. Fred appears at the door and goes to Angel, lying on the ground. Wesley asks Fred to leave but she doesn't move. Roger grabs Fred and threatens her with the gun, without any hesitation Wesley fires multiple bullets into his father, killing him. He drops the staff and his gun and throws up. But it wasn't his father after all, the cyborg fries and it turns out to be another cyborg. Later that night Angel's free will has been restored and he comforts Wesley about what happened. Though he's still not feeling good about it, he killed his father. He goes back to his office where Fred goes to see him. She's touched at what he did and near tears when Wesley said that his father was going to hurt her. Knox appears at the door to take Fred home. Wesley's left alone in his office. He picks up the phone and calls home.

It's 1880, Drusilla and William arrive at the Royal London Hotel in England. Here Drusilla introduces William to Angelus for the first time. Back to present time at Wolfram & Hart Spike's complaining to Angel about wanting his own office. Which Angel persistently tells him he's never going to get. Angel goes to his office while Spike receives his first piece of mail. Both Harmony and Spike are as surprised as one another for Spike to be receiving any mail. Harmony opens the package for him and a bright light shoots out from it. Then the box is empty. Spike walks away not thinking much of it. He tries to walk into Angel's office by walking through the door, as he could, but this time he slams right into it. Angel comes out of his office to see Spike laying on the floor with a bloody nose. Spike's over the moon that he's corporeal again. However all the phones in the offices have gone berserk. Spike reckons him being corporeal again has got to be something to do with the package he got. With him being corporeal again he has one thing in mind, sex. He grabs Harmony and the both of them go office to find an empty office. Back to 1880, London, William & Angelus are riding in a carriage. Angelus offers William some more spoils, but William would rather go and find Drusilla. Angelus stops the carriage and William goes to find her. Back to present day W&H, Spike and Harmony find an office and kick a guy out to use it. The rather disgruntled employee goes over to Jerry by the photocopier. But Jerry's not quite himself, crying blood and screaming about their not being toner in the copier, he begins to pummel the guy with a fire extinguisher.

Fred, Angel & Gunn go into Angel's office to try and figure things out. Fred thinks that it may be something a lot worse. Angel makes the connection between Spike being corporeal and all the phones and computers going mad. Eve enters the office and tells Angel & co that the universe is in catastrophic turmoil. Eve explains that what's going on has to do with the Shanshu prophecy, which says something about a vampire with a soul. But now since there are two corporeal vampires with a soul the universe can't balance itself, so everything's going mad. Spike's existence has thrown things off into a tangent. Eve also mentions that the prophecy isn't specific on which vampire it's about, it could be about either. Meanwhile Spike & Harmony are having a good shag in the office, but all of a sudden Harmony bites into Spike. Her eyes look like she's been crying blood and is about to attack Spike when he clobbers her one. At the copier it appears there's been another victim of the mad Jerry, and it's Lorne. Angel tries to get more people on figuring out what's going on. As Eve and Angel walk down the hall they bump into Spike who's fleeing the slightly mad Harmony. Eve says that LA's not big enough for both of them, and so Spike decides to head off to Europe. But what Eve really means is that it's a universal problem. Gunn appears from a lift, he's been to see the big cat in the white room. Only neither were there, just a howling abyss. Angel pleads with Spike to stay, and he does.

With Wesley not being around the gang go and see Rutherford Sirk about the Shanshu prophecy. He reads from the original script which tells of a Cup of Perpetual Torment, which the vampire with a soul has to drink from. It also gives it's location. Before Sirk can finish giving the location Spike's already gone. Angel's hot on his heals. Back at W&H Gunn's in charge of everything and is trying to control the situation. Eve goes into his office. Gunn reckons that Eve may be involved somehow but he doesn't know how. Meanwhile Angel arrives at the opera house in Nevada, just after Spike gets there. Both race to get to the cup first. Back to London, 1880, William returns from his night out to see Angelus shagging a girl. To William's horror that girl is none other than his Drusilla. William's furious but both Drusilla and Angelus just laugh. Angelus explains things to him, that they can have whatever they want when they want. Drusilla is nobody's girl. If he wants her he's going to have to get her. Back to present day and Angel and Spike are both by the cup. Angel wonders how it's going to work out, then Spike punches him across the face. The two vampires fight it out.

Back at W&H, in the labs, Gunn's been "infected" by the madness and tries to strangle Eve. Fred managed to knock him out and off Eve. At the opera house the duel is ongoing. Angel taunts Spike by calling him "Willy" again. As Angel reaches for the cup Spike knocks him out of the way. Spike tells Angel that he made him what he was today, the monster he was. With one final knock, Angel's flung across the stage. Spike takes the cup, Angel tries to dissuade him but Spike still drinks. He drops the cup, but nothing's happened. It's just bottled water. In Fred's office, Fred's trying to look after the shaken Eve. Eve doesn't want Fred to pretend to care and takes off. Soon Angel returns from Nevada and tells Fred that the cup was a fake. Spike can't find Sirk either. Angel wants to concentrate on getting the madness thing cleared, but it seems to have cleared itself up, with both Gunn and Harmony getting back to normal. Later on Eve tells Angel that the Senior Partners stepped in. They were working on the problem from day one. Spike goes off to have a drink. Angel and Gunn stay. Angel tells Gunn that Spike beat him, he beat him to the cup, he wanted it more. Elsewhere Eve's returned home. She tells someone all about what happened, Sirk disappeared and the Senior Partners were none the wiser. She gets into bed and the other person is Lindsey McDonald!

Ad advert for Wolfram & Hart plays giving the history of the company and telling the world of Angel's new scheme. Showing the importance of every employee there. Cut to Harmony waking up and going about her daily morning routine before she gets to the office. She arrives at work and gets the morning blood for Angel. In the employees room she bumps into another employee making them spill coffee on themselves. It doesn't appear that she has any friends at Wolfram & Hart. Harmony returns to her desk and Angel's soon there. She goes over his schedule with him, Angel mutters something, it's a demon language, which he's trying to learn for a big demon meeting for the next day. Angel leaves in a disgruntled mood, having not listened to anything Harmony's had to say to him. As Angel heads into his office Rudy comes round to check Harmony's blood for human blood, she's clean. The next person by Harmony's desk is Eli, an employee there, he's been called in for a meeting with Angel & Gunn, thinking it's good news. But when Harmony goes to give Angel his blood she says Angel cutting off Eli's head. He was killing virgins in his spare time for fun, and under Angel's new zero tolerance policy that's not the done thing. From the lift Spike appears, seems he's been enjoying life being corporeal again and wants to head off to Europe to go and find Buffy. He says his farewells to everyone apart from Harmony, leaving her feeling a bit miffed.

In Angel's conference room the gang are discussing the arrival of two warring demon clans, the Vinji and Sahrvin. The two clans are meeting to arrange to truce. Harmony sits in the corner taking note of what's going on around her, though no one seems to be paying much attention to her. Once the gang have all the details sorted about the plan for the demon summit Wesley finds a use for Harmony, to get them some lunch. In the employee break room, Harmony's taking a break. She over hears some gossip on Fred and tries to take part but the other employees snub her. Danny, Lorne's assistant, comes in with a big basket of muffins for everyone. Though Harmony's not included. She tries to tell the other employees that she's vital to Angel, she's his right hand man. She gets a call from him demanding she get to the lobby now. She rushes off to find a rather unhappy Angel. There's a camel in the lobby. Harmony thought it'd be a good idea to have the camel for the meal for the demon summit. Angel demands she get rid of it. Harmony's feeling pretty unloved and bursts into tears, Fred tries to console her saying Angel just doesn't know her that well. Then suddenly Harmony asks what Fred's doing that night. That night Fred & Harmony are in a bar talking, and seem to be bonding. Fred tells Harmony to put herself out a bit more, to try and make some more friends. Harmony starts with a guy at the bar who seems to be checking her out. She makes an awkward start but the guy seems to be interested...

The next morning Harmony wakes up, she sees the guy who she was talking to the night before on the bed next to her. She tries to wake him, but he doesn't budge, he's dead with a set of vampire puncture wounds in his neck. Harmony tries to get rid of the body through the trash chute in her building, and does before her landlady sees her do anything. At work she tries to act as normal as possible, but she sight of Rudy and his blood test panics her immediately. Angel's at her desk demanding his blood for the day before the demon summit and tells Harmony that nothing better go wrong. Harmony gets Angel's blood and drinks a bit of her's too from the fridge. It seems to taste a lot better than it has before. Back at her desk Harmony takes a call from a detective. Turns out they found the body that Harmony tried to dump, it was the liaison for the warring clans, Tobias Dupree. Harmony's listening in the conversation trying to get as much info as possible. Angel gets a call from the Vinji, who are not happy. Angel tries to reassure them, that they will find the killer. Fred's currently looking at the body in the labs. Harmony rushes down there to find the body.

In the lab Harmony and Fred chat away about the night before. Suddenly Harmony remembers something and heads off again. She's made her mind up, she has to skip the country. On her way down the hall she bumps into Rudy who tests her blood, and it's positive for human blood. She promptly knocks him out and stores him in a cupboard. Turning the corner she runs into Lorne. She asks him where the blood tests go. After he tells her, Lorne hears Rudy from the cupboard, so Lorne gets knocked out and shoved in the same cupboard. Harmony heads quickly to the lab to find the blood test, but it's too late and Fred already knows. Harmony tries to persuade Fred that it wasn't her but she'd prefer it if Angel got involved. So Harmony knocks her out and stores her in the cupboard with Lorne & Rudy. Harmony figures out that someone's trying to frame her, they spiked her blood. So she goes to get her thermos to find fingerprints of the culprit. Danny's by the fridge and is seen handling her thermos. Harmony goes a bit mad and instantly vamps out and thinks it's him. Someone comes by and knocks Danny out. It's another employee wanting to make it look like Harmony did that to Danny. Tamika's her name. She's jealous of Harmony's position at the office and she wants it. A fight ensues and heads into the hallway. Meanwhile the demon summit's not going well, they want blood for the blood spilt. Harmony bursts in and kills Tamika. The demon clans use that as the blood spilt and the meeting goes ahead. That night Harmony wallows in a bar, Spike returns and comes and sits with her. Seems he didn't much fancy going to find Buffy after the way he went out. Spike reassures Harmony that she matters, she mattered to Tamika, enough to want to kill her. Harmony's self esteem is raised once again.

Back with Spike and Angel and the alleged cup with the water containing one of the vampire's destinies. Only the story plays out a little different to what previously happened. Spike drinks from the cup and becomes a human whilst Angel screams as his face and body burn away. Angel suddenly snaps out what could only be described as a daymare, at his desk in his office. Elsewhere Spike's in a strip club. About to leave he's approached by Lindsey who knows more about Spike that Spike would like. Lindsey lets on that it was he who sent the box which made Spike corporeal and it was him who sent the amulet to Wolfram & Hart in the first place. Spike gets a little angry about being Lindsey's and whoever elses play thing and threatens him. He lets him got and Lindsey introduces himself as Doyle. At Wolfram & Hart Wesley & Gunn are discussing, or rather arguing, about some business they have to attend to. They go to Angel. Angel looks a little dazed and unhappy that he's out of the loop on whatever's meant to be going on. They fill him in, but Angel's not happy. There's mention of a grey area in the proceedings which doesn't take Angel's fancy at all. He shakes it off and asks the guys to explain things again. Back at the strip club a disinterested Spike's about to walk away. As he does Lindsey follows him. He tells Spike that he gets visions about people in danger, people who he could help if he wanted to. He tells Spike of his latest and leaves everything to him.

A young woman is being attacked in an alley way by a vampire. Spike interrupts and kills the vampire. Only after he begins to mock the young woman for ever being in that alley in the first place. Lindsey was watching him as he killed the vampire and saved the young woman. Lindsey tells him that this is what Spike's got to do from now on, save people. Spike reckons he's been doing it for a long time now, but Lindsey reminds him this time he'll be doing it for no one but himself. In Angel's office discussion on the piece of business between Wesley & Gunn is ongoing but Fred's arrived and gives her opinions and know how on it all. Angel's not looking good. He tells Gunn and Wesley what to do before he makes his way to his lift to head on up to his place. In Angel's penthouse, shortly after Angel arrives, Wesley arrives and helps the weary Angel to his bedroom. Angel reckons he's sick. Wesley tells him it's just as well Spike's arrived. Angel's slightly bemused and then Wesley suddenly takes out a stake and stakes Angel. At this moment Angel wakes up, it was just a nightmare. Elsewhere Spike's playing the hero, much the same way Angel did in the beginning, even using the same double stakes that Angel did. The next morning Wesley asks Harmony to take something to the account department. Harmony tells Wesley she can only do that with Angel's permission because of an "accident" of hers. Wesley tells her to give his approval code. As Harmony heads off Eve arrives with a relic. She says that it needs to be translated right away, apparently the senior partners are very interested in it. Wesley heads off to get that looked at.

In Angel's penthouse Angel's lying in bed with what seems to be a fever. Fred arrives and suggests that they look under the hood. She splits Angel open with a surgical knife and looks inside. She removes all of his major organs including his heart. She finds raisins, a pearl necklace and a goldfish bowl with a dead goldfish, which she hands to a bear. All she can say is that it's empty. Angel's empty. In Wesley's office news has got back to them about a vigilante in the streets of LA with platinum blonde hair. Spike has been given a place to stay by Lindsey. At first Spike's reluctant to take it but seeing as he's got nowhere else to go, he takes it. Back to Angel, and he continues to hallucinate. This time he sees Spike in bed alongside with him sleeping with a blonde girl who appears to be Buffy. Angel hears Buffy's voice talking about her Prom. Angel wakes up and gets out of bed and into the lift. He goes to the offices where he meets Fred first who points out Angel's got no shoes on. She tells him he better hurry up before he misses it. He follows Fred to what looks like a cinema but is in fact a front seat to the apocalypse. Angel says he needs to do something, but the rest of the gang reassure him and say Spike will take care of it. Which he does. Spike stops the apocalypse and the office throw a party for him. After which he's made human by a blue fairy. Angel's in the background watching as everything unfolds and finds himself wearing the same as what Numero Cinco wore and turns into the mail cart man.

Wesley & Gunn pay a visit to Spike asking what he's doing, but also to ask him to go back to Wolfram & Hart. Spike declines them. Saying that you can't change a place like that but a place like that will change them. Elsewhere Eve and Lindsey are reviling in their plans. Seems they plan to make the senior partners think that Spike's actually the one not Angel. At the offices Wesley & Gunn tell Fred about what happened with Spike, she's shocked. They think that maybe they need Angel, but none of them have seen him that day. Fred gets Harmony to make a call to him but all she gets is his voice mail. Eve tries to distract Fred by pushing her about the relic. Fred gets right on it. Upstairs Angel's greeted by Lorne or as he likes to be called Honky Tonk. He tells Angel to sing but nothing comes out. Fred, Wesley and Gunn are sitting at tables around him and Fred reminds the others that he's empty. Angel sees a demon sucking on him, he grabs it and removes it. Eve appears telling Angel that he's dreaming and plants a similar demon on him again. Back to Spike, who gets another vision quest by Lindsey, apparently this one he'll want to go and do. Back to Angel and he's trying to get to the phone only he doesn't make it and a larger parasitic demon plants itself on him. Angel's in a field sitting on a chair. Approached by the rest of the gang, they reassure him that he can stay there for as long as he wants. Suddenly they all start screaming one by one. Spike's in Angel's penthouse and he's removed the parasite off Angel. Soon the rest of the gang are there, including Eve. Wesley tells Angel what it was and Lorne praises Spike for saving Angel. Suspicion turns to Eve when Angel remembers her there. As Eve leaves she tries to plant suspicion back within the group.

In the psychiatric wing of a hospital a patient is seen to be knocked out through the drugs he's been given. Seems there's been a mix up and that patient got someone else's dose. Dr. Rabinaw, the doctor in charge, quickly checks the charts and his heart sinks when he finds out who's meds he's got and who didn't get theirs. The door of a patients' room is being knocked at from the inside, hard. Suddenly it's broken down and a young girl walks through, Dana. The doctor tries to calm her but she breaks lose and kills two guards after which Dr. Rabinaw runs off. She wipes the blood off one of her victims onto her face and walks away. In the Wolfram & Hart offices Gunn and Fred are on their way to Angel's office, talking a bit more about what else has been put into Gunn's head. Another addition seems to have been golf. At Angel's office discussion is on Eve. There's been no sign of her. Angel feels as though he should fire her but Gunn doesn't think it's a good idea because of her connection to the senior partners. Harmony enters the room and tells Angel about a crazy girl who's escaped from the local psychiatric hospital, and she almost forgets to tell them that she seems to be possessed. Wesley suggests putting a team together, but Angel disagrees and says he'll go in person to see things through, because of the nature of the possession. Angel arrives at the hospital and also it seems Spike's got wind of this girl and he's there too. Angel questions the doctor and both Spike and Angel are taken to Dana's room. There they find drawings of girls with demons and other monsters. Spike takes a drawing and heads off to find the possessed. Angel sticks around and a nurse tells him that there's some things that the doctor doesn't want Angel to see.

Dana is now in the outside world. She's eating from the shelves of a supermarket. A clerk tells her to stop but she only breaks his arms. She goes in search of clothing and is confronted by a security guard whom she kills. Meanwhile the nurse takes Angel to see some videos of Dana in the sessions she had with Dr. Rabinaw. Angel recognises the language in which Dana speaks momentarily, it's Romanian. At the supermarket Spike's tracking down Dana's trail and seems to be getting close. Back to Angel, who calls Wesley and tells him that it's not a possession they're dealing with. It's a vampire slayer. Spike has tracked down Dana to a warehouse. Dana smiles in a slightly deranged way and a fight ensues. Dana manages to get hold of a piece of wood and uses it as a stake and then chucks Spike out of the window. Angel then arrives and tells Spike to back off, because he doesn't know what he's dealing with. Angel & Spike arrive back at the W&H offices, Spike trying to get his head round the idea of a psychotic vampire slayer. Angel tells Spike that Wesley called Giles and got his top man working here on this job. As they enter the conference room Spike's met with a teary eyed Andrew.

Andrew's completely speechless about Spike's resurrection, but gets back on the job. He wants to explain the whole slayer thing and proceeds to. He fills the Angel gang in on what Willow did, magic wise, which caused Dana to be a slayer as well. But Dana was an anomaly who wasn't seen by anyone else. For Dana the slayer dreams a potential has have come true, she can't separate reality from fantasy. Spike's about to leave to go and find the girl himself but Angel tries to coax him back but it doesn't work. Elsewhere Dana's wondering alone having flashbacks to the time she was kidnapped. At W&H Lorne has the idea to go back to the house where all of what's happened to Dana really began, it's the only lead they have. Spike's run into Andrew on his hunt for Dana and they find another victim of her's. Lorne's brought a psychic in, Vernon, to read the house in which Dana used to live. He finds out that Dana was taken to a basement which smells of molasses. Dana's having more flashbacks, this time her latest features a needle with Spike holding it. Andrew & Spike have a run in with Dana. Andrew's knocked out cold. Spike runs after the fleeing Dana.

Dana's in a basement of some sort. Spike tries to coax her out and explain to her what's going on. But Spike gets stabbed with a needle with some liquid in it. He gets weakened and Dana drags him away. At the W&H offices they're still trying to narrow down the search. Suddenly Andrew comes in saying that he knows where it is. Spike wakes up from whatever's happened to him. He's extremely drowsy. As he looks down he sees that Dana's cut his hands off. He tries to explain to Dana that she's got her memories and dreams mixed up. She can't take things in. Angel suddenly arrives and grabs Dana from behind. A fight breaks out but Angel has backup and on call 3 tranquilizer darts head straight for Dana. She gets strapped up and ready to be transported elsewhere. Spike's taken to the nearest hospital by Fred. Andrew stops Angel and Wesley as they try to take Dana away. She's one of them, as a large group of slayer appear from nowhere. Andrew tells Angel that their side don't trust him anymore. Buffy doesn't trust him. The slayers and Andrew take Dana away. Later Angel visits Spike in hospital. Seems the two vampires now have a better understanding of one another.

Angel & the gang are tracking down someone and find five dead nuns. The guy they're tracking as done a runner even though he's a client of theirs. Angel can't seem to take the fact that they're dealing with evil people and so walks out of the room, saying he quits. The next morning the gang is gathered in Angel's office to discuss Angel's pending resignation. Gunn thinks it's a bad idea, and Fred's trying to persuade Angel not to resign. In the middle of everything Angel gets a phone call, it's Cordy. Angel and Wesley enter a hospital room. Cordy comes over and draws a curtain for another patient in a bed next to hers. Angel greets Cordy with a hug. Wesley, in turn hugs her and compliments her on how she looks. Cordy's dying to get out of there, but Angel & Wesley forgot to bring her some clothes so they say they'll take her shopping. Cordy's over the moon, says she can't wait, especially since she feels she's not ready to go back to the hotel. The lift doors open at the Wolfram & Hart offices, Cordy's reluctant to come out, insisting that she can't. When she finally does she gets a fright from one of Archduke's slaves who's around the offices. Angel tries to calm her and asks if she wants to see his office. In the office the whole gang is there. They all welcome Cordy back, suddenly Harmony comes bouncing in. Shocks come again to Cordy, as she wonders why Harmony's working for Angel since the last time they met she tried to kill them. Angel feels he needs to talk to Cordy on her own and the rest of the gang get back to work.

Angel tries to convince Cordy that they're doing good there, but Cordy insists the powers woke her up for a reason. She had a vision, while in her coma about tattoos on walls and on flesh. Eve arrives in Angel's private lift looking for him. Angel's furious that she's been let in the building. Eve sees Cordy and asks Angel who this is. Cordy tells her and Eve seems less than pleased to see her there. Eve leaves Angel's office, as she leaves Angel tells Harmony to put a permanent tracker on her while she's in the building. Cordy follows Angel and tries to tell him that he's made a deal with the devil, accepting the W&H offices. Elsewhere Spike's playing on his X-Box in his apartment. Lindsey soon arrives and asks why Spike hasn't been out and about. Spike reminds Lindsey about his thing with the hands and Lindsey tells Spike he understands because he had his hand chopped off once. Spike reassures Lindsey, as soon as he gets a vision he'll go out. Lindsey gets a call, it's Eve telling Lindsey that Cordy's awake, Lindsey reassures Eve and says they'll be a change of plans.

Angel arrives at his penthouse where Cordy's watching the tape of Doyle that was made when Cordy was trying to make adverts for Angel Investigations. Angel sees her, she can't sleep, she's had enough sleep. Conversation again turns to Angel accepting the W&H offices. Cordy says he's just been seduced by it all. Then Angel tells Cordy about Connor, he gave him a new life and the only way he could have done that was to accept the offer. That's why only him and Cordy can remember him. All other memories of him have been wiped from everyone else's memories. Cordy's less than pleased when Angel tells her that. Cordy reminds Angel about the Powers that Be and that she's there for a reason, for him. Angel then tells Cordy about Spike, he's the new champion. Cordy can't quite grasp what she's just been told and what's going on. But she does reassure Angel telling him she's there to get him back on track. The next day Cordy and Wesley are researching the tattoos Cordy saw, old style, like they used to. Cordy apologises to Wesley about killing Lilah, Wesley reassures her saying that everyone knows that it wasn't really her. Then by chance Cordy finds the book with the tattoos in them. They're symbols to keep something or someone hidden.

Lindsey appears to be in the W&H building wearing a maintenance person's overall. He goes into a restricted area where he passes through laser beams un-detected and goes unseen by a security camera. He gets to a demon, kills it and takes what looks like a crystal from it. In the offices Cordy appears to be lost. Spike comes from nowhere and attacks and bites Cordy. Angel leaps onto him and tears him off Cordy. Spike tells Angel that he was told by someone that she didn't have a soul, and he was just testing her out. Spike's soul told Spike that she was in fact not evil. Spike lets slip that this guy calls himself Doyle, he gets visions and he has tattoos. Eve spies what's going on and calls Lindsey. Angel and Cordy appear behind her and ask to have a word.

The whole gang are in the office and Angel interrogates Eve. She says nothing, then when Cordy mentions torture Harmony jumps and starts just that on Eve, says she's willing to do it for the team. After a few punches Eve tells them what's going on. There's something in the basement designed by the senior partners to kill only Angel if they could no longer keep him under their thumb. Doyle/Lindsey is going to release it. Angel asks Spike if there's anything else he knows about Doyle, and he tells Angel that he had his hand cut off. They now know who it is, it's Lindsey back for revenge. The gang split up, Angel, Spike & Cordy go to the basement, Harmony watches Eve while Fred, Gunn, Lorne & Fred try and find a way to remove the tattoos from Lindsey. In the basement Spike, Cordy & Angel are met by zombies when they trip the laser beams. Spike deals with them as Cordy & Angel head off to get to Lindsey. They find Lindsey, only he's not exactly the same as he used to be. He has no problem flinging Angel half way across the room. Cordy goes to see if she can shut down the rather large machine in there while Lindsey & Angel duel it out. At first it looks like Lindsey has the upper hand, but a spark sparks in Angel and he regains it and pummels Lindsey to kingdom come. Cordy manages to stop the machine releasing whatever was in there and Lindsey tattoos are removed by Wesley's spell. Meaning that the senior partners can now see him and he's sucked up to god knows where.

All the gang reunite in the lobby to see Eve off down the lift. They all decide to go out for a drink together. Angel goes to grab his coat and Cordy goes with him. Cordy tells Angel that she's put him back on his track and she can't stay. She says a tearful goodbye and then quickly rushes back into his office to give Angel a kiss. They embrace and then the phone begin to ring. She tells Angel that he has to get that one. As Angel gets the phone Cordy says, you're welcome. Angel gets the phone, he seems bemused. It's the hospital, they tell her Cordelia's dead, Angel can't believe it as she was just there. She never did wake from her coma.

Atlantic Ocean, 1943, a German U-boat filled with American soldiers is completely filled with panic. There's something on board that's killing the crew. Present time, at Wolfram & Hart the gang are discussing Eve, who's mysteriously disappeared without a trace. According to Gunn's contact Lindsey is being dealt with by the Senior Partners. However Eve's gone and the White Room is empty, that alone worries Gunn. Who also seems to be losing some of his previous knowledge on all things Wolfram & Hart. Angel adjourns the meeting and they all go off to carry on with the remaining work they always seem to have to do. As the lobby empties a man appears at the lift door, it's the same man, Lawson, from 1943 aboard the German U-boat. Fred enters her lab where she finds Lawson, who's going through her books. She tries to make her way to the door but is stopped by a threat by Lawson. New York city, 1943 - Angel's sitting in his apartment when suddenly four men burst through the door and force Angel back down into his seat. They all appear to know he's a vampire. They're from the American government and ask Angel if he's ever considered signing up to the war effort. One of them tells Angel about a German U-boat in the Atlantic Ocean that some of his soldiers were told to take over and bring back to American soil. Only they haven't heard anything from them in a long time. They want Angel to go down to where the sub is and get them back. Angel refuses, but it looks like he doesn't have a choice.

Back to the sub, the remaining men including Lawson and a Nazi are huddled up in the bunker compartment of the submarine. They're worried that whatever's in the sub could come and get them. Then they hear screaming, it's their captain. Lawson prepares to go after him but is stopped by a crew member. A fight looks as if it's about to break out then all the men hear something outside. Outside the submarine. Many of them think it's another one of "them". Lawson reckons the sound is in the torpedo room, and they all go there. They get to one of the torpedo hatches and Lawson hears, what he thinks, is SOS. He gets one of his men to open the hatch, it's Angel. He gives the men the necessary security clearances to assure them he's on their side and sets about helping them. Present time - Wolfram & Hart, Wesley enters his office to see Fred bound and gagged to a chair. From behind him Lawson knocks him out. Back to 1943 Lawson is filling Angel in on who's left. Angel's off to find whatever else is in the sub that's attacking the men. Lawson tries to give Angel a gun, but Angel refuses it and locks a hatch after he leaves him. As Angel walks along a narrow corridor he hears something. And he finds... Spike! Spike says that he was captured, tempted to a "fake" party and then wrapped in a box and then next he knew he was on a sub. There appear to be other whom Spike has also freed. Two other vampires. Nostroyev & The Prince of Lies.

The three vampires are pretty happy in the death that they've caused and are eager to eat the remaining men. Angel tries to dissuade them, it works for Spike & The Prince of Lies but not for Nostroyev. He's about to go and kill the remaining men when Angel stakes him. Back to present time and Angel's mulling over some files in his penthouse. Then Lawson appears. Angel remembers him to Lawson's surprise. Lawson tells Angel that he's been keeping tabs on him ever since that fateful day. Every decade or so. Back to 1943 Angel introduces the men to Spike & The Prince of Lies. He's intent on getting them to work with the crew so that they can all reach the surface. Angel and Lawson move some of the dead bodies which are strewn around the control room. Angel's got orders to follow and seemingly isn't letting on to Lawson what those full orders are. Back to present day the two men are talking, a scuffle breaks out and Angel's coffee table is broken and Lawson's on the floor with a stake being pointed to his heart. Lawson tells Angel that he doesn't want to do that.

Lawson leads Angel to his office where Gunn, Fred & Wesley are all on chairs with nooses around their necks. Back to 1943 Angel's trying to get the sub back to full working order. He orders Spike to check the torpedo room when he's annoyed by him. Suddenly there's a loud scream, Lawson and Angel are on the case. The Prince of Lies is furious about something the Nazi has said or done. Angel's knocked to the ground by him. Lawson fires a few bullets in him and nothing happens. Angel finally gets up and stakes him. The crew are astonished to see The Prince of Lies just explode. Lawson orders them to get back to their stations. He asks for an explanation from Angel, the only one he can offer is vampire. Which Lawson doesn't like. Something in the papers is what The Prince of Lies didn't like. Spike, Angel & Lawson get down to the truth. Seems Hitler was experimenting on vampires to make some kind of super soldier. Spike burns the research. Suddenly the sub is under attack and Lawson is off to fix some of the main engines. But he doesn't get far, the Nazi is in the engine room and stabs Lawson with a screw driver. Angel finds him and Lawson's just about holding on to life. The only thing Angel can think to do is sire Lawson, because he's the only one who can fix the engines. With the engines fixed Angel gets the sub to the surface where he offloads Spike & Lawson, 20 miles from land.

Back to present day Angel explains to Lawson he was the first who he sired when he had a soul. Maybe that's why he now feels nothing. He has no reason to live, even though he is dead. Lawson finds out he has no soul, even though Angel did. A fight ensues and Lawson's dusted. The next morning Spike comes in and has been told by Fred the whole story. Spike thinks he cam back for revenge, but Angel tells him he came back to find a reason.

A young boy, who's ill, is sitting watching TV. He's watching Smile Time, on which, a puppet approaches the camera and coaxes the young boy to the TV. When he's there the boy touches the TV screen, as does the puppet. Something begins to drain from the boy. When the boy's mother returns the boy is slumped on the floor with an eerie grin on his face. At the Wolfram & Hart offices Fred & Knox are in the lab looking into a rash of cases where the children are taken to hospital all with this huge eerie grin on their faces. In amongst the paper work that Knox gives Fred, he also gives her a Valentine's card. Fred quickly tries to shrug it off and hands the card back to Knox along with some work he has to do. Nina, the werewolf, steps into the lobby. She meets Angel and he leads her to her cell for the night. At Harmony's desk, Gunn inquires about something he had sent off to the court clerk's office. But he had done something wrong, submitted one form instead of another. Gunn's a bit confused and disorientated about his slip up. Back to Nina & Angel, Angel escorts her into her cage and quickly locks the door. Nina asks Angel about breakfast, and Angel obviously feels uncomfortable and quickly tries to change the subject and get out of there as soon as he can. In Wesley's office Angel tells Wesley about Nina. Wesley has a go at Angel for not seeing all the signals there before and for not realising that there's a young, beautiful girl who he's attracted to and whom he's also attracted to. The moment of happiness thing is a very rare occasion and he shouldn't let it get it in the way. Angel sees an undertone Wesley's conversation and tries to ask him about it, then Fred arrives.

Fred has a case for them, children ending up in hospital, all of which have been seen slumped by their TV between seven & seven thirty in the morning. Angel goes to investigate the studio. As Angel leaves Fred tells Wesley that her car's in the shop and implied that Wesley take her home, but Wesley totally misses the point and calls for a driver to drive Fred home. In Angel's office Lorne & Angel are looking into the studio. Lorne tells Angel it's a show called Smile Time, which Angel then goes to visit. When there he sees a janitor, who's under some kind of spell because he pays no attention to Angel. He walks through the offices and sees a filing cabinet. Angel gets a little dizzy and has to stop for a second. He continues and moves the cabinet to reveal a dark corridor. At the end of it he comes to a room with the label, "Don't" on the outside. Inside there's a man with a towel around his head and an egg shaped thing near the ceiling. The man shudders and tells Angel he shouldn't be there. Suddenly the egg starts to open and light pours out of it. There's an explosion which knocks Angel to the far side of the room into some boxes. When Angel finally comes to, he's a puppet!

In the labs, Fred gets a phone call from Angel. Before Angel can say anything Fred begins to ramble on about the kids and the case and thinks it is something biological. Angel has to shout down the phone to tell her that it's definitely mystical. Angel calls Wesley, Fred, Gunn & Lorne all to his office. When they get there they're all a little too shocked at what they find, Angel as a puppet. The gang try to repress laughter at seeing Angel as a puppet, then Angel looks at his clock and screams out Smile Time. He quickly goes to his TV to watch Smile Time. At first Angel seems to want to launch an all out war against Smile Time, but he gets calmed down by the rest of the gang. As the gang leave to get on to the job at hand, Nina comes in. Angel quickly tries to hide under his desk and not make a sound. However he tips over his bin to alert Nina to his presence. He doesn't come out and tells Nina to just go away. She seems a little hurt. As Angel gets up from under his desk Spike comes in. Spike's reaction to Angel being a puppet is to laugh out loud. So loud that it triggers Angel to attack Spike pretty viciously, which then spills out into the lobby. Revealing to all the employees that Angel's a puppet. Once Angel's dealt with Spike he goes back to his office.

Gunn & Lorne arrive at the puppet makers', Gregor Framkin, office. There Gregor tries to avoid every single question surrounding Smile Time and what he's doing there. Gunn & Lorne leave not achieved much. When they leave Framkin has some kind of hole in his back. He was controlled by a puppet. The one called Polo from Smile Time. He calls the rest of the puppets into the room and asks which one of them changed Angel into a puppet. They come to the conclusion it was he he broke into the nest egg room. The thing which has all of the childrens innocence. Something that's worth a lot in hell, and in the next show they're going to have enough power to wipe out their whole demographic. Back at Wolfram & Hart the puppet Angel confronts Nina with his puppet-ness and apologises for what he did. As he tries to explain things more Nina wolfs out and tries to eat Angel. As Lorne is walking through the halls of the offices he hears Angel from down the hall. He's bleeding cotton wool and his limbs are falling together. Lorne cries out for help.

Elsewhere Gunn has gone to see the doctor who initially gave him his new knowledge, which is now slipping. Seems he was only meant to get a temporary fix, but now Gunn wants it all for real. The only way the doctor will let Gunn, is if he lets Gunn cut through some red tape he's experiencing with a shipment of his. In the labs Wesley, Fred & Knox are watching a tape of Smile Time. Fred tells Knox to go home and reluctantly he does, leaving Wesley & Fred alone. Just as Fred's about to reveal her feelings Wesley points out something he sees in the tape during a song. Angel is at his desk, grumbling and trying to sew himself back together. Wesley & Fred enter saying that they know how Framkin did it. Soon Gunn arrives saying it wasn't Framkin but they puppets. Framkin is possessed because he made a deal with some devils to help raise the show's ratings. Angel's about ready to kick some arse, grabs his sword and they all head off. As the show begins Angel and co arrive. Angel & Gunn take on the puppets as Fred & Lorne go to break the nest egg. Ratio is sent after Wesley & Fred. He attacks Wesley as he does a spell, Fred takes over as Ration & Wesley fight. Ratio's about to do some severe damage to Wesley but Fred pulls a gun on him and then continues with the spell. Angel and Gunn have meanwhile taken care of the puppet and Wesley & Fred manage to destroy the nest egg.

At Wolfram & Hart Nina wakes up with bits of Angel around her. She thinks that she's eaten Angel, but he soon arrives and asks her to breakfast. Elsewhere Fred comes to give Wesley some good news on the case and Wesley suggest that they both get home for some rest. Wesley still isn't getting the point so Fred just quickly grabs him and kisses him. At first Wesley's a bit shocked but then embraces her and the two kiss.

We see Fred with her parents in her house in Texas, packing to leave for LA. She gets teased by her parents who just want her to stay at home. As Fred packs she promises her mother than she'll study lots and get a boring job and just aim on being safe. Cut away to present time where Fred's aiming a flame-thrower at a demon on the wall, fending it off with Wesley's help. Once the demon's dead Fred & Wesley kiss against the backdrop of the flames. Angel & Spike appear, arguing. Spike skewered Angel with a sword to kill a bug demon on the other side of him. The two go off, still arguing, but first Fred asks for the bug still attached to the sword in Angel. At the science department in Wolfram & Hart a big sarcophagus is wheeled in, to Knox's surprise. In Gunn's office, Gunn is cheerfully singing a Gilbert & Sullivan song, but as Wesley appears at the door he quickly tries to revert it to a rap song. Gunn wants to tell Wesley something mind-blowing, he goes on to tell him that Fred and him are getting back together. Wesley's face drops and Gunn admits that he can't keep the joke up any longer. Discussion turns from Wesley & Fred to Lindsey McDonald, he appears to have disappeared completely. Didn't even get a chance to pack before the Senior Partners picked him up. Wesley tells Gunn to tell Angel the news but Gunn's reluctant on going into Angel's office.

Angel and Spike are meanwhile arguing, pretty heatedly. Wesley enters with a shocked look on his face. Angel tells him that it's mostly theoretical and then Spike asks him who would win a fight between an astronaut and a cave man. Which is what the past forty minute argument had been about. In the science department Fred's surveying the sarcophagus. Knox leaves, and then Fred goes towards the sarcophagus and a part of it opens releasing some mummified air which Fred chokes on. But she's okay. In Angel's office Spike's been asked there to have a meeting with Angel. Angel's offering Spike a place in any of the W&H offices, anywhere around the world. Just anywhere but LA. Elsewhere Fred & Lorne are walking down the hallway discussing the astronaut vs. cave man thing. They bump into Wesley who's more than happy to see Fred and Lorne's just jokes about them getting their own balcony. As Fred sings a line from "You are my Sunshine" Lorne whips around with a horrified look on his face, just as Fred spits up blood, collapses and convulses. Wesley desperately calls for medical.

Fred wakes up in a bed surrounded by all her guys. She tries to make a joke but no one else seems to be in the laughing mood, but she can detect that whatever's happened to her is serious. When the guys see that she's awake they leave. Wesley stays for a bit longer just to reassure her then is off with the rest of them. Wesley tells them that she knows it's worse than they're saying. All the guys are now in the lobby. Angel's already talked to the doctor, Fred's organs are cooking and in a day they'll all liquefy. They have all mustered up a plan which they now execute, each one with something to do to help Fred. They all depart. Wesley's in his office reading his books, a lawyer enters asking for something. Wesley shoots his knee cap out, because he wasn't working on Fred's case and asks his secretary for anyone else who isn't working on Fred's case. In the white room, the place appears to be empty, then suddenly Gunn gets punched. Punched by himself. The conduit has taken on Gunn's persona. Gunn pleads with it to help save Fred but it's not budging. Gunn offers his life for Fred's, but the conduit tells Gunn that they already have his life.

Angel, Spike & Lorne have arrived at Lindsey's old place. They find Eve there, not looking too brilliant, and shocked and scared at Angel being there. She goes on to tell them she doesn't know what's going on and then asks whether they know where Lindsey is. Out of the blue she receives a punch from Lorne who threatens her endlessly. She has to sing to prove that she doesn't know anything. She does and she doesn't know anything, but Lorne does let on that her future isn't looking too rosy. Just as Angel & co are leaving Eve tells Angel that Wesley's books can conjure up any text. And if this sarcophagus isn't in the W&H archives then it's something from before them, the first ones, the first demons. She tells them that they need to find the Deeper Well. In Wesley's office the guys meet up and Wesley's found this Deeper Well, in England in the Cotswold's. Angel & Spike head out there. There they can draw Illyria back, the demon that will hatch out of Fred.

Fred suddenly awakens. Wesley finds her gone and in her labs where she doesn't look too well. As she stumbles Wesley catches her. She asks him to take her home. Which is exactly what he does. Gunn is in his office phoning around for healers and threatening them a bit. Knox enters saying that he may have a plan about freezing Fred and stopping the demon in her to give them more time. At Fred's Wesley tries to comfort an inconsolable Fred. He reads to her, A Little Princess. In England Angel & Spike find the entrance to the Deeper Well which is guarded by several demons. In the W&H labs Knox doesn't think he can make the freezing work. He tells Gunn how much he cares for Fred and he worships it. Turns out that Knox is an acolyte of Illyria and what's happening to Fred was set in motion millions of years ago. Illyria will be born from Fred. In England Angel & Spike meet Drogyn, the keeper & guardian of the Deeper Well. He shows them the hole in the world that is the burial ground for thousands upon thousands. There is a way to save Fred, but it has a drawback. If they draw Illyria out of Fred, it will infect the rest of the world killing thousands. At first Angel is dead set on saving Fred, but he has to think twice. At Fred's place her condition is worsening and a distraught Wesley can only look on. As he embraces her Fred tells him to tell her parents that she wasn't scared and it was a painless death. Her body goes limp and she appears to be dead. Suddenly she convulses. A convulsion so strong both are knocked to the floor, Fred's pupils turn blue. As she stands her appearance has changed dramatically, Illyria is here.

Illyria gets up, adjusting to her new body. Wesley gets up to see Illyria and point out to her the stretch of humanity, that they now in fact rule the world. She's intent on destroying humanity, knocks Wesley unconscious and is on her way. Angel & Spike are on their way home from England. Both completely disheartened by their fruitless trip but Angel gets an idea when Spike mentions that Fred is gone. Angel thinks that Fred's soul is still out there. People aren't really dead when they die, it seems, many people have come back from the dead. If their soul's were intact. In Gunn's office at Wolfram & Hart Gunn and Harmony seem set up to start torturing Knox, who lies in a bloody heap bound up. Wesley comes in looking for Angel, Gunn tells Wesley that Knox had something to do with Fred's death and Illyria's rise. He's furious that Gunn hadn't told him about this before. As Gunn & Wesley fight Knox begins to laugh, saying how much he loved Fred and how she's become more than she could have ever been now. At this point Wesley draws his gun on Knox and is about to fire. A few seconds later Angel & Spike return with Angel being set on saving Fred's soul. Angel, Lorne, Wesley, Gunn & Spike gather in Angel's penthouse discussing options on what to do. Lorne's beside himself, blaming him for not reading it in Knox. There's nothing he can do and so just walks out, against Angel's wishes, but still does so. Gunn tells them that something could have been done to stop the sarcophagus from getting to Wolfram & Hart. He tells them it was stopped at customs but he doesn't let on who got it through customs. Wesley, again, aims his anger at Gunn for not telling anyone these vital facts. Angel calms him down and says that they are going to get Fred's soul back and that's what really matters. They reckon they need the "big guns" and Wesley suggests Willow, a plan is forming.

Meanwhile in Gunn's office Knox is pulled through the window by none other than Illyria. Harmony goes around and sees Illyria who punches her across the lobby. Knox & Illyria are in Fred's lab where the sarcophagus is. There it's revealed that Knox is Illyria's Qwa'Ha Xahn, her priest. Illyria states that the world was not how she left it and she's going to change it again. At which moment she strips all the clothes from her body. In the office Angel's on the phone, to Giles. Though by the sounds of things he's not getting very far. Wesley apologises to Gunn for going off at him earlier. Angel throws the phone against the wall, it doesn't look like they're going to help them. At that moment Harmony appears at the lift door sporting a nasty bruise. In the lab Illyria puts her hand on her sarcophagus and a suit forms around her skin. They are about to leave when Angel and co arrive with a lot of muscle and bullets. Angel tries to talk to Illyria to give him Fred back, but she doesn't comply. In a hale of gun fire Knox & Illyria manage to escape, only because she distorted time and threw Angel out of the window. As the rest of them are slowed down Illyria and Knox exit the building with ease. A bloodied Angel returns to the Wolfram & Hart building, the gang figure out that Illyria must be able to change time. That must have been the only way she could have escaped. Wesley and Harmony go off to Knox's lab to see if there's anything there they can use, Gunn says he has some contacts he could shake up and Angel & Spike continue on to Angel's office. There Angel expresses his anger over what happened to Cordy. He's not letting that happen to Fred.

In the lab, while Harmony smashes things up, Wesley surveys the sarcophagus quietly. He then asks for the crowbar, which he uses to smash the sarcophagus, not leaving a single dent. Harmony manages to calm him down and tells him what she found. Knox's mobile phone. On it there are three missed calls from the same place. Before they leave Wesley picks up a jewel from Illyria's sarcophagus, thinking it may be useful. Gunn's paying a visit to the good Dr. Sparrow. However the doctor doesn't tell Gunn anything really useful. But he does tell Gunn that Fred's soul was destroyed in the flames of resurrection. At that moment, Wesley arrives. He's heard a lot of the conversation, including how Gunn let the sarcophagus into customs. He puts his gun down, and picks up a surgical utensil and stabs Gunn with it. In Angel's office Angel slams Wesley against the wall, holding him with this sweater. Wesley's beside himself about what he heard and tells Angel the same thing, that Fred's soul is gone. Spike appears and tells them that the only thing he got out of the doctor was Vahla Ha'Nesh. Vahla Ha'Nesh is Illyria's temple, where her army of doom are. Angel says that they have to stop Illyria, before she raises her army.

Knox & Illyria enter a building. Illyria tries to open the gateway to Vahla Ha'Nesh but it fails. Seems Wolfram & Hart have locked the way, but Knox has a way around it. At a hospital bed Gunn lies there. Harmony approaches and says that he has to sign some papers. Obvious that the rest of the gang couldn't face him. Harmony asks why he did it. Gunn says it was because he was weak and then breaks down, realising that because of him Fred is truly gone. Back to Illyria and Knox, they have a few more guests, Spike, Angel & Wesley have arrived. As Angel talks on to Illyria about what's right Wesley, out of the blue, shoots Knox. Angel feels hurt that Wesley hadn't been listening to him. Soon enough a fight breaks out, but Illyria's far too agile for any of them. As Wesley draws his gun Illyria makes them all go in slow motion. Angel reaches for something from his pocket and before you know it he's on the other side of Illyria blindsiding her. He used the crystal from Illyria's sarcophagus. At that moment she sweeps Angel off his feet and enters the gateway to Vahla Ha'Nesh. Soon after, Wesley jumps in after her.

In Vahla Ha'Nesh Illyria finds that her temple is turned to dust. Her army is no more. Just as Wesley pulls a gun on her she vanishes back through the gateway. Back at Wolfram & Hart Wesley, Angel & Spike are in Angel's office. It's a bitter sweet victory. Wesley goes off to the labs while Angel and Spike stay. Spike tells Angel that he's not leaving. This is where he is needed, for the big fight, that he feels is coming. In the labs Wesley packs away all of Fred's things. Illyria enters, not knowing why she's there. But it appears that some part of humanity is slipping into her. She asks for Wesley's guidance to be able to fit into this world. He says he will do it, because she looks like the woman he loves. Snapshots of Gunn in his hospital bed, Harmony at her desk, Lorne in his office having a drink and Illyria by her sarcophagus are seen. Then we see Fred leaving home for the first time and heading off to LA.

At Wolfram & Hart Angel is sitting in his conference room waiting for everyone to arrive, only they don't. Angel calls Harmony to ask her where everyone is and she just fills Angel in on what's just happened to them all and them not being there. Angel does get one person coming to his meeting, Spike. Not that Angel's happy about that. As they sit, Angel gets up frustrated and reckons he's done the wrong thing by going to Wolfram & Hart and becoming CEO. Thinking that that was why Fred died. Angel wants to know what the Senior Partners are planning, because they are doing that. Both Angel & Spike reckon they need someone with a direct link with them. Eve. They stop over at her hiding hole, and at first Eve's more that reluctant to give them any information, seeing as they got rid of Lindsey. Suddenly the room begins to shake violently and the runes on the walls and doors begin to disappear. Eve thinks that Angel's given her away to the Senior Partners, only he hasn't. Eve begs for help. Just as the door breaks down and a rather large man walks through, the room is empty. In a bar somewhere Lorne's drinking away his sorrows, or at least trying to while reading the bar tender as he sings. As Lorne finishes his drink he gets up to go back to the belly of the beast, and as he puts it, put his bells and smile on and be that Lorne. Angel, Spike & Eve arrive at Wolfram & Hart, Spike goes to look after Eve while Angel goes to find his lawyer. He goes to find Gunn and asks for his help. Gunn still doesn't seem to be in a mood to be able to help them, but Angel tries to encourage him.

Elsewhere Wesley appears to be having a dream, about Fred. Where she's alive. He suddenly wakes up, sitting in a chair with a glass of scotch in his hand. Illyria's in the room, which appears to be Fred's room. There she comments on how long Wesley's been asleep and drinking the "poison". Illyria seems to have found the world very disappointing and Wesley asks her why doesn't she leave. Back at Wolfram & Hart Eve's getting ever more hysterical about not wanting to die. Angel comes back and Angel and Spike manage to get some information out of Eve. She's an immortal, child of Wolfram & Hart so that they could have someone to keep an eye on him. She also mentions that Angel got rid of the one person who could help them in figuring out the Senior Partners' plans, Lindsey. Eve mentions he's not dead, just in hell. Which is where we see Lindsey waking up in bed in the arms of a rather beautiful blonde. Lindsey steps outside, gets his newspaper along with everyone else on the street and walks back indoors again. Back at the offices Angel and co are pondering on which hell Lindsey could be in, Lorne's there too keeping an eye on Eve and even reading her to check she's not lying. Soon Gunn arrives saying that he knows which hell Lindsey's in and how to get there.

In suburban hell Lindsey's in the kitchen quizzing his son on the Earth's constitution. His wife asks him to go to the cellar to get an oven bulb. Lindsey's hesitant at first but eventually goes down there. Gunn, Spike & Angel are in the garage. Gunn gets the keys to the Camaro SS, which oddly enough Angel has yet to drive. Gunn tosses Angel the keys. The next thing we see is that the car is driving itself with Angel, Spike & Gunn in it. To the "penalty box" where Lindsey's being held by the Senior Partners. Illyria and Wesley are having a discussion, Wesley telling her that she could go anywhere she wants. To any dimension, why is she still in this one. Illyria feels angry with Wesley and grabs him. She lets him go and Illyria gets exasperate. Feeling closed in by the walls around her. Wesley tells her to follow him. Back in suburban hell Angel, Spike & Gunn have made it to Lindsey's house. There Lindsey doesn't appear to remember any of them, no matter how much they try and explain things to him. Angel sees that Lindsey's wearing a medallion of sorts and rips it off him. Lindsey falls to the floor and instantly remembers things and thinks Angel's there to kill him. But he's not. As they grab Lindsey to get out Lindsey's faux wife appears with an automatic gun.

Angel distracts her while Gunn & Spike get Lindsey out only there's no car outside, so they go back in. They see a door to the cellar and take it down against Lindsey's protests. At the offices the mysteriously large gentleman has made it to the offices, while Harmony tries to launch an attack on him Lorne & Eve had to the lift. In the cellar in suburbia they see that it's actually a torture chamber. Spike and Angel find something called the Wrath, a door which they have to step through in order to leave. Only it's locked mystically. A demon appears which Angel & Spike fight while Gunn protects Lindsey. Gunn picks up the medallion which Lindsey previously wore and puts it on... to Angel's shock. He tells him to take it off but Gunn tells Angel that when one is taken away another must take his place. The door through the Wrath opens and Angel, Spike & Lindsey jump through. Gunn soon forgets all of what he was doing there. Back at Wolfram & Hart Eve and Lorne have made it to the garage where they get a car only as soon as they start it they hear a thud on the roof. It's Angel, Spike & Lindsey.

When they all get together the large gentleman appears. Even concedes and says it's all over, the man hands over some papers for her to sign. It appears that he's Marcus Hamilton, Eve's replacement as liaison. She's just signing away her immortality and that's why she was running. That night Wesley takes Illyria to the roof where she finds she can breathe again, the walls aren't as close. In the offices Lindsey tells Angel that the apocalypse is here... while they've been sitting behind their desks, they've been occupied. They're working for the bad guys now.

Wesley is in Fred's office looking at Illyria in the labs. Illyria's just standing there. Angel enters Fred's office and Wesley tells her that Illyria's either counting oxygen molecules or examining the petri-dish she just swallowed. Angel suggest that they begin to test Illyria's powers and what she's capable of, seeing as she's staying, then goes on to tell Wesley to snap out of it, that he can't handle Illyria on her own and that he has to come back to the real world. Fred's dead and he's alive. So he has to act like it. With that Angel leaves. Next thing Wesley's in his office talking to a couple about their son who was strangely able to survive a collision with a mail van going fifty to sixty miles per hour. Wesley says that they'll take the case and calls Angel. In the lobby Angel hears a familiar voice saying hi dad. It's Connor. Connor pushes past Angel and goes to his dad who's just coming out of Wesley's office. Angel approaches the family and Wesley tells him briefly about the case but before Wesley can finish Angel tells him that they can't take the case and walks off. As the family waits in the lobby Wesley confronts Angel about why they can't take the case, in Angel's office. Angel's still adamant and yet Wesley hasn't been given a proper reason. Angel reminds him of what happens to good people when they go to Wolfram & Hart. Over in suburban hell Gunn is getting tortured and having his heart ripped out. After the torture ends he can't remember anything, the demon gives him the bulb and he heads on out of there. 

Back at Wolfram & Hart Spike's testing Illyria. Which just entails Illyria throwing Spike around the room. Wesley comes in and tells Spike that he doesn't personally have to be on the receiving end of any of Illyria's punches but he doesn't seem to mind. Illyria on the other hand seems to be enjoying herself. In Angel's office Hamilton enters and Angel angrily asks him what the hell's going on. Hamilton calmly tells Angel that he doesn't know and it wasn't any of the Senior Partners' doing, someone's trying to get a message to Angel. Connor and his family are on the way home, Connor tells his parents that they've twigged on the real reason why they went to Wolfram & Hart, not about their trust to him but about the van incident. Connor calms his parents on the situation. As they pull into a motel they're staying in the door to their SUV is suddenly pulled off by a demon. The demon begins to attack the family, then when Connor sees his mother in danger he lands an almighty punch on one demon which sends it flying, to Connor's amazement. Though he can't take them all one. From nowhere Angel flies in and takes care of the remaining demons. Connor seems to think Angel's rather cool. Connor's parents appear from the other side of the vehicle. Connor's father's got a head injury and Angel offers to take them to Wolfram & Hart.

There Angel takes Connor around while his parents are in the medical unit. He fills Connor in on the basics of vampires, demons and whatever he is. Angel reassures him that he's a normal, well adjusted boy with certain powers. Connor asks a few questions about Angel and being a vampire though Angel doesn't live up to the Anne Rice novel expectations. Angel tries to tell Connor that it's pretty boring around the offices, then suddenly Spike comes hurtling out of the training room cursing Illyria. Angel offers to introduce Connor to his co-workers. There Illyria senses Connor's attraction to her, he says it's the suit. Lorne soon arrives telling Angel that he's got information. In the conference room Wesley and Lorne have identified the demons who attacked Connor and his family, they're Kith'harn demons, henchmen of Cyvus Vail. Angel goes off to find Vail, against Wesley's protests. Wesley walks into his office, obviously angry about Angel not taking his heed. He makes a call to his secretary to get him all information on Cyvus Vail. In a dimly lit room a demon comes flying across the room, from Angel. Angel's there to see Cyvus Vail who sits in his chair at the head of the room. Vail knows about Angel's son, he built him.

At Wolfram & Hart Harmony brings in files on Vail and brings Illyria with her, who just seemed to have been wondering around. Then Lorne finds something on Vail, he did some kind of reality shift spell, on the day they took over Wolfram & Hart. Back to Vail, he reveals to Angel that he was the one who built Connor's memories, all of them. And he needs Connor to fulfill his prophecy, to kill Sahjhan, whom Vail has in the urn that he was once trapped in. Vail conjures up a small box like thing called an Orlon Window. When broken near the person who's memory has been changed, all the old memories are restored. He uses this as a threat to make Connor back into the killer he once was. At Wolfram & Hart Angel fills Connor & Wesley in on the plan. Wesley is still protesting, but Angel doesn't fill him in on much. Connor just wants to get it done, so that he can protect his family. Meanwhile in suburbia Gunn gets a visit from Hamilton who is about to offer Gunn a get out of prison free card. Only Gunn doesn't even wait for Hamilton to give the offer before asking to remain there. Back to LA and Angel & Connor are in the training room where Angel wants to give Connor a few hints, before he goes up against Sahjhan. Wesley is in the records department, with Illyria following him. He goes to a filing cabinet where he finds a file signed by Angel in his blood. None of them seem to be who they are, or so Wesley thinks.

Angel & Connor go to see Cyvus Vail, there Connor lays down the law before he goes to fight Sahjhan. Angel wishes him luck and then Connor's off. Connor releases Sahjhan from the urn. Initially Sahjhan thanks him, then realises who he actually is and throws the urn at him, hitting Connor on the head. Angel tries to go in to help his son, but there's a barrier between them. Suddenly Wesley appears with the Orlon Window in his hand. Angel tries to explain to Wesley, then tells him that Connor's his son. Wesley stares in disbelief. He thinks Angel used Fred as a bargaining chip in order to save his son and breaks the Orlon Window. A flood of memories return to Wesley. Connor's in a bad position fighting Sahjhan, but as the Orlon Window breaks he gets the upper hand and cuts Sahjhan's head off. Angel quickly gets up to find his son, but it doesn't appear that Connor has got his old memories back, to Angel's relief. Back at Wolfram & Hart Illyria tells Wesley of what he did, to Angel and to his son. Wesley still can't quite believe it. Angel's staring out of his window, Connor appears from the door. Makes a crack about vampire's burning up in the sun and Angel explains the special glass. Connor just stopped by to say goodbye. He's not mentioning any of what happened to his parents. He leaves by telling Angel that you've got to do what you have to do to protect your family and that he learnt that from his father. Seems Connor's memory did return and then he leaves towards the elevators with Angel left standing in the doorway of his office.

In the hell dimension where Gunn is, just as he's getting tortured the door to the basement breaks through. It's Illyria who looks like she's about to save Gunn. Which she does. She takes the necklace off him and puts it onto the torturer who then tortures and kills himself. Back in LA Angel & Wesley are discussing Illyria's recent course of action on "saving" Gunn. Apparently she just opened a doorway to the dimension and left, without saying much. Angel's wary of Illyria working with Wesley and would rather have her dead than anything else. Suddenly a doorway to a dimension opens in Angel's office and Illyria and Gunn walk through. Illyria holds Gunn up refusing to let him go saying that this is a part of what they owe her. When Wesley agrees she drops Gunn and leaves. The next morning Gunn arrives back at his office to find a mound of paper work and files to go through. Wesley's in his office, looking like he hasn't slept or showered in a few days, surrounded by books and researching into the old ones. Gunn comes in and Wesley appears to be a bit jumpy and not his normal self. At first it seems as though Gunn's there for an apology but it's not so as neither can either give or receive one. Gunn's still trying to make an adjustment to being who he is now and coping with what he's done. Conversation turns to Illyria.... Who is in the training room, training again with Spike. Spike seems to be able to anticipate some of Illyria's moves, however with her use of shifting time she still gets the upper hand. Angel's been watching in a room and asks Spike in. There he tells Spike to stop training her because in actual fact it looks like Illyria's testing them and not the other way around. Upon saying that Illyria appears at the doorway, gasping and clutching her stomach. She looks around the room confused.

Gunn's sitting in his office and is now going to make a dent in his paper work. There's a knock at the door, it's Lorne. He's been assigning to tail Illyria by Angel. Talk turns from Wesley's state to Illyria. Then suddenly Lorne gets a beep on his walkie-talkie given to him by Angel. It is in fact Angel calling Lorne to his office, right at that moment. In Angel's office talk is also about Illyria. Angel wants to stop her, kill her. At first it looks like Wesley's objecting to the idea of killing her but he tells Angel he could do it if he had to. Hamilton enters the conference room telling Angel how much Wolfram & Hart lost when Illyria went in to save Gunn. Though Angel doesn't seem to care one bit. The room goes silent and Hamilton leaves. Later Wesley is sitting on the floor of his office with Illyria standing there too. Illyria doesn't seem to quite be herself, as Wesley notes. She then goes on to say that Wesley is not only her guide but her betrayer as he was so quick to destroy the window of Orlon to kill Illyria and bring back Fred. Illyria then displays some rather human emotions, one being anger.

Gunn comes into Angel's office holding a file of a case they have to go through. Angel noticed that Gunn & Hamilton had met before their previous meeting. Gunn tells Angel about the offer he was made whilst in the hell dimension, and Gunn's surprised to hear that Angel wanted to know if Gunn took the deal or not. Angel's relieved to hear he didn't. At that moment their next client walks into Angel's office, a young pregnant woman. Angel & Gunn sit with the woman, Amanda. A group of demons called the Fell Brethren have told her that her child is the holy one, to them and that she's going to give up her child to them when it's born. She's there to sign the contract drawn up by the demons. Angel & Gunn however try and persuade her from doing what she's doing. In Wesley's office Illyria's acting a bit oddly, suddenly she convulses in pain and is in the training room where Wesley holds up a weapon to her. Then she's back in Wesley's office. Illyria's convinced Wesley just tried to kill her and storms out of the office, not before pinning Wesley to the window with his own desk. As she storms out Lorne follows, incognito. Meanwhile in the lobby Harmony's trying to calm the Brethren. Back with Gunn & Angel, something Amanda says hits a nerve with Gunn and he finds he can't sit in there for much longer. He's realising how hard things are, Harmony interrupts saying that the Brethren are getting a bit more jumpy, Angel asks them in.

In the lab Wesley's peering down a microscope just as Hamilton appears. He tells him that Illyria and the Senior Partners do know each other, though the Senior Partners aren't all that thrilled that she's there and wants her gone. Hamilton tells Wesley to look at the low emanation scanner readouts. As he does, Hamilton leaves, on the readout Wesley sees what appears to be Illyria. As Illyria storms down the corridors Lorne follows. Illyria thinks that Angel has done something to her and is off to see him. In the conference room things are heating up as Gunn finds a clause which says that Amanda's son will be sacrificed when he turns 13, the Brethren aren't happy to hear Gunn say that. Illyria storms in and demands to talk to Angel, he's reluctant to go at first but Illyria sends out a threat and Angel takes her to one side. Illyria's still under the impression that she's an almighty god, and Angel's trying to bring her ego back down to earth. Angel goes to the lab and tells Wesley that Illyria's completely lost it. Though there, apparently, Spike & Wesley have already been trying to find a way to stop Illyria and have found one. They head off to the training room which is where Illyria is, only she's not in the room when they first arrive. She appears out of nowhere, stakes Spike, then stabs Wesley with that same stake, punches Lorne's body through and cuts off Angel's head. The gang is dead and Illyria looks somewhat proud. Then suddenly she convulses and again finds herself in the corridor pinning Angel to the wall. As she convulses again she's back in Wesley's office from earlier that day, and strangely Angel's been dragged along with her. This continues, they end up in the hell dimension in Gunn's basement and the back in the training room.

There Angel doesn't know what's gone on. He seems to be another Angel from another time. A paradox, as Illyria calls him. There he sees Wesley and Lorne dead and Illyria tells him that she killed Spike first and him last, pointing to a couple of piles of dust. Angel realises what must have happened, they attacked her. Illyria begins to convulse, her power is too much for the human body. She's literally cracking up, as she does there's an explosion and Angel's knocked back in time to just before they attacked Illyria. Angel tries to make sense of the situation. In the training room he manages to save Spike and change the course of events. There Angel finds out that the device Wesley has got doesn't in fact kill Illyria but takes her essence away from her, the one thing that's killing her, and let's her live. She doesn't warm to the idea and tries to fight only it's not enough and Angel gives the command and Wesley fires just before the explodes. Illyria crumples to the floor. Later Wesley's in the observation room looking at Illyria still lying on the training room floor. Angel comes in and talks to him, though the conversation isn't exactly fluid. It ends with Angel saying that Illyria may actually make the team. Back in the lobby the demons are arguing with Gunn and Hamilton's trying to calm them down. Angel appears and appears to be taking the demons to sign the contract letting them take the child.... Gunn's left looking more than puzzled.

Angel & Gunn are walking through the lobby into Angel's office talking about something which they have to retrieve. Gunn tells Angel it's the body of a demon, the capo, his body has to be brought back to LA so his family can perform the necessary rituals on the body so he can be born again from the body. And so averting a demon war in LA. Angel's reluctant to send anyone but decides that Spike should go on this mission. He gets a call on his phone, as he puts the receiver down he tells Spike, it's Buffy. Buffy's in Italy, the same place where the demon's body is which needs to be retrieved. Angel mentions something about The Immortal, someone who he's crossed paths with in the past. Angel & Spike end up both going. Angel & Spike are on the Wolfram & Hart jet and talk is about Buffy. They argue about why either of them are going, but decide to settle it as they have to work together on this one. Angel asks Spike if he wants to agree and Spike readily agrees. They sit drinking and Spike asks Angel how he knew about Buffy. It seems that Angel had a person watching Buffy, until he ended up in the hospital. Angel asks Spike if he remembers the last time they were in Italy. Spike remembers an Italy in the 1950's, but Angel wasn't there then. So it was in fact 1894 when both of them were in Italy together. We flashback to Rome, 1894, where William and Angelus are hanging by their arms from a ceiling of what looks like a barn. Neither can release themselves, three men walk through the entrance. The man warns Angelus & William  to get out of Rome, as it's The Immortal's town, just as Angelus is released he breaks the man's neck and the other two men run. Angelus and William gather their clothes and get ready to leave. Angelus and William arrive back home to find Darla sprawled on the bed

Back to the present in LA, Illyria touches the plant and mentions that she can no longer hear the song of the green. Wesley tells Lorne that all her powers are gone, but she still has a considerable amount of physical strength. Lorne tries to make light of the situation but Illyria doesn't have any of it. Wesley tells her that she must go to the lab, if she wants to find out more about how she can handle her new less powerful self. She goes, as she does the lift doors open and it's Fred's parents, to Lorne's and Wesley's surprise. They ask about Fred and Wesley asks them into his office, as Illyria watches from above. In Rome Spike & Angel are outside a door, they knock on it and Andrew opens it, to both of their surprises. They enter and ask where Buffy is. Andrew replies that she went to see The Immortal, turns out they're going out. Flashback to Rome 1894, Darla wakes up and Angelus kisses her to only let her go and say that he's tasted her. The Immortal slept with Darla that night, but not only her but Drusilla too, who appears from another room. Both William & Angelus are disgusted and infuriated and want to exact their revenge. They go to some kind of club, where there is a guest list, and so not let in, even when they try and force themselves in. Back to present day, Spike & Angel are in the foyer of the capo's house, the demon's body they're going to collect. Neither can quite get over the fact that Buffy is seeing The Immortal and both feel like history's repeating itself. Both are convinced that Buffy must be under a spell or some kind. A maid enters with a bag, inside is the capo's head. Turns out the body hatches from the head, and both are ushered away to get back to LA. Spike & Angel return to Buffy's apartment to still find Andrew there and Buffy not.

Back in LA Wesley is in his office and is about to tell Fred's parents about Fred, when she appears at the door and greets her parents. In Rome Spike & Angel are making their way through a crowded club. They get to the bar and ask the bartender if they've seen The Immortal with Buffy. She points them out in the crowd of dancers. Angel & Spike head off to go and get her, only to realise that they left the head of the capo behind and see that some demon is walking off with it. As they try and stop him a fight breaks out, resulting in a lost head and much confusion. They leave the club chasing the demon with the head, only he steals their car and they both have to ride on the back of a moped. Only the moped isn't nearly fast or durable enough, and with one head on collision between the car and the moped, the moped's dusted and the demon is off with the head. Spike tells Angel that they only have 12 hours in which to get the head back to LA, and after that they're out of there. Angel & Spike return to the bar to ask about Buffy and The Immortal again and where they went. Only they've left. Angel wishes that he had all of his resources at hand, and Spike remembers that there's actually a Wolfram & Hart office right there in Rome. Angel & Spike exit the lift of the Rome based Wolfram & Hart offices only to find it's exactly the same as the LA branch. They're greeted by the CEO, Ilona, of the office and she takes them into her office to talk. In LA Wesley is accompanying the Burkles as they're shown around Fred's old lab. As they inspect Fred's office Wesley grabs Fred and asks Illyria what she's doing. She tells Wesley she couldn't stand for there to be anymore grief around and so did this to stop that.

In Rome Ilona tells Spike & Angel that there's been a ransom for the head and that they're the people for the job, they have to make the drop. Not the plan that Angel wanted with a backup team, task force and lots of guns. They stand in the middle of a street with a briefcase full of money. Spike & Angel become surrounded and at first they try and fight their way out. Back in LA the Burkles are about ready to leave the offices for the beach, Illyria says her goodbyes in the guise of Fred. Wesley firmly tells Illyria to never do that again. Meanwhile back in Rome Spike and Angel trying to fight their way out doesn't seem to be getting them anywhere and in the end exchange the money for the head. As The Immortal's muscle drive away Spike opens the bag with the head in it, only it's not the head, it's a bomb. The bomb explodes and a tattered Angel & Spike come out from the dust. They return to the office in Rome where they're both kitted out with new clothes, some Angel doesn't exactly like. Ilona says that they're dealing with the head situation and they should let them get on with it. With that Angel & Spike are pushed out of the office and decide it's time to head back home. Though they return to Buffy's apartment to find Andrew still there and Buffy not. Andrew tells Angel & Spike that Buffy's moved on and it's time they did too. In LA Illyria/Fred enters Wesley's office trying to be Fred again. Wesley again has to tell her to stop it, but Illyria says she wants to explore this as she finds it interesting. Wesley walks out of the office after telling her no again.

Angel & Spike return to LA. Angel tells Gunn to prepare for the all out demon war because he didn't get the body, but Gunn tells him that the body's in his office. In the office is the bag with the head in it and a note from The Immortal. Which only angers Angel & Spike more... but they come to slowly realise that Buffy is moving on and so should they.

In a stone room a man is being beaten to death by a group of cloaked and hooded people. Angel jumps through a doorway of fire and seems to be rescuing the man. He stands him up, as the man thanks Angel, Angel drinks from him. Nineteen hours earlier Angel's lying in bed with Nina beside him. Thankfully he didn't achieve perfect happiness that night. But he does say to Nina he's happy, but Nina sees past the facade. Angel picks up his watch and is shocked at the time, reckons he has to be going soon. Angel seems preoccupied with something. At the Wolfram & Hart offices Illyria's walking down the hall and getting ignored by the staff there, which doesn't sit well with her. Spike tries to explain to her why they are ignoring her and offers her some advice. Angel exits his office with Gunn, in the lobby they meet with Senator Brucker, her personal assistant/vampire Ernesto and Hamilton. They're about to go into Angel's office for a meeting when Angel asks them if they'd like coffee. Ernesto asks for some virgin blood. Harmony tells him that there's no human blood, but Angel makes an exception, which alarms Gunn a bit. Just before they all go into Angel's office Wesley approaches Angel with a case about a girl who was killed by a Bortiz demon, though Angel doesn't seem to care. He goes back to his meeting with the senator. Spike offers to check it out and opts to take Illyria with him. In Angel's office the senator, Ernest, Gunn & Angel are watching a campaign video for one of Brucker's toughest competition. She wants Angel to make the competition think he's a pedophile, using the mind altering techniques used by Dr. Sparrow, which they can access there. Gunn's immediately objecting to this idea, but Angel isn't. He's with the Senator on the idea.

In Wesley's office, Wesley pulls out a template book to find information on the Boritz demon. As the information comes up another message appears in the books and shows him a symbol. As Gunn walks in, Wesley is about to show him the message and the symbol only it disappears. Later Angel is playing racquet ball with the red skinned and horned demon, Izzy. There Angel asks Izzy when he'll know, and Izzy tells him to be patient, and they play on. Meanwhile Spike & Illyria are carefully checking out the abandoned amusement park where the demon was last scene. Illyria tells Spike that she's seen what's happening to Angel before in other leaders. Power is going to him, he's not caring about the smaller battles that he can't gain anything from. Spike protests, he doesn't think Angel could turn into something like that. A figure staggers out from the shadows, it's Drogyn. A demon flies up from nowhere, Spike fights it only doesn't get very far before being thrown across the area. Illyria steps in and deals with the demon in one swift blow. As Drogyn staggers towards Spike his hands are covered in blood, he tells Spike that it was Angel's doing. At the offices Wesley draws the symbol on a piece of paper and takes it into Angel's office, where he's surprised to see Hamilton & Angel having a meeting. But instead of Angel asking Hamilton to leave Angel asks Wesley to leave, leaving Wesley feeling a bit worried about his leader. Outside in the lobby he meets up with Lorne who was about to see Angel about some clients of Lorne's he's let go. They go into Wesley's office where Wesley gets a call from Spike, he looks worried.

Spike, Illyria, Gunn, Wesley, Lorne & Drogyn are gathered in Spike's apartment. Drogyn begins to tell them how he got like he did. A demon was sent to kill him, sent by Angel. Allegedly Illyria's escape plan was brought about by Angel and Angel was trying to cover his tracks. No one can quite believe it, that Angel would do such a thing. Wesley pulls out the piece of paper with the symbol on it, though no one recognises it. They try and figure out Angel would want to tie up his loose ends, then Illyria interjects that Angel may be ready to make his move. Wesley suggests that they confront Angel on this, Illyria is left behind to guard Drogyn. They arrive at the offices and they go into Angel's office. There Angel tells them that he's not evil, it's not Angelus there, but he just knows what he has to do now. The whole business they're in is business, and it's about power. That's what he needs. And what he's going to get. Harmony soon interrupts saying that Angel has a call and with that Angel ushers everyone outside. Wesley and Lorne are in a room in Wolfram & Hart somewhere, though neither know what to think or say. Then Spike & Gunn walk in with Lindsey in cuffs in tow. Elsewhere Angel meets up with Nina outside her college. There he sits her down and gives her plain tickets. Nina thinks that they're for the both of them, but then sees that they're actually for her, her sister and Amanda. Nina doesn't know what to think. Angel tries to tell her that she needs to be away from LA, it's not safe. But Nina's upset and hurt by Angel. Angel orders Nina to go.

At Spike's apartment Illyria and Spike are playing Crash Bandikoot, and trying to figure out how to play it. Drogyn pauses for a moment and tells Illyria that she shouldn't be in this time. She tells Drogyn that she sometimes wishes she was never released. Suddenly the door breaks in, it's Hamilton. He throws Drogyn across the room and begins pounding on Illyria until she's lying bloody on the floor. Back at Wolfram & Hart Lindsey's identified the symbol that Wesley introduces to him. The Circle of the Black Thorn, an elite group of demons. Those are the demons and general evil doers who do the Senior Partners' bidding. The partners aren't the ones who bring about the apocalypse, the Black Thorn are. Lindsey's initial plan when he first came back to LA was to kill Angel and be a part of the Black Thorn. He mentions to the guys that Angel had to have done something big to even appear on the Black Thorn's radar, say killing a close worker and friend.

The first scene in which Angel kills a man appears again, we're at present time. Only that man is Drogyn. Once he's killed the man he gets the symbol of the Black Thorn burned onto his chest, where it disappears. The lights go up and the hooded people remove their hoods. Izzy's there, he has welcomed him into the circle. There he is introduced to everyone including the senator, Cyvus Vail and the Archduke Sebassis. Angel glances around the room taking note of every face he sees. Later on Angel steps off the lift in Wolfram & Hart and heads into his office. Once the door is closed it appears Angel is ambushed, but Lorne, Gunn, Spike & Wesley. They all draw weapons against him as Spike punches him to the ground. A fight breaks out and Lorne manages to get an arrow into Angel, though not his heart. Angel grabs Lorne and takes something out of his jacket. He says something and a strange glow comes over the room. Angel says that they have six minutes, he appears to have cast some kind of spell. Everyone outside the room still thinks that they're fighting. Inside Angel explains to them that he was the one who stuck the demon on Drogyn, telling the demon just enough to think that Angel was the one who had a hand in Fred's death. To make the Black Thorn think that he did. He needed to get on the inside to know who they have to face. Bringing down the Black Thorn would be a huge blow to the Senior Partners and would literally unleash hell upon them. It all started a couple of months ago when he kissed Cordelia. Her visions were passed onto Angel, she put him on his path. That morning he had a vision of what's to come.

He asks the team to vote on whether they do this or not. It's their chance, but they will most probably end up dying during the fight. One by one, slowly starting with Spike, they all raise their hands. Outside Hamilton watches thinking that they're all still fighting...

We pick right where we left off. The gang are in Angel's office, all agreed that they're in on the plan to bring down the Black Thorn. The plan is to take all the key players down individually and Angel will let them know when that will happen. Gunn reckons that they should bring Illyria in on the plan, seeing as they could need the muscle, but Angel's not too sure. The rest of the gang mention that she's guarding Drogyn, then Angel cuts in. Drgoyn's dead, he had him killed. Spike makes a lunge attack for Angel, but Angel gets him in a neck hold. Then the door to the office opens, it's Hamilton. Angel releases Spike and the rest of the gang go while Angel gets a bit more hostile towards them in Hamilton's presence. When they leave Hamilton mentions to Angel that the Black Thorn don't like what they see. The arguments within the team and they want to see him, now at that moment. Spike, Lorne, Wesley & Gunn arrive at Spike's apartment to find it completely battered and Illyria lying unconscious on the floor. Wesley picks her up and she wakes up. Lorne sits down and thinks that Angel's still on the dark side, but Gunn tells him that it's just the Black Thorn who have to think that he is. The Circle of the Black Thorn are holding their meeting in a dimly lit room. A little chant is said by them all after which the topic of Angel's little insurrection is brought up. Angel tries to shrug it off and for the most part that works with everyone. Then discussion turns to him, and the fact that he may not be able to be trusted. Izzy brings out the Shanshu scrolls. Sebassis asks Angel to sign the scrolls thereby waving his chance to fulfill the Shanshu prophecy and become human, after playing a part in the apocalypse. Angel, duly, signs his Shanshu away.

Angel is standing in front of a window in his office, Harmony enters. Angel begins talking to her about being human. Harmony remembers it and recalls it to Angel, though he can't remember being human himself. He turns to Harmony when she asks if there's something major going down. Angel doesn't say much but asks Harmony to keep Hamilton busy so he stays out of the loop while he does a few things. In a small office in Wolfram & Hart Angel is sitting having a meeting with Angel. He's telling him about the incoming apocalypse and in a round about way asks Lindsey to be a part of it. After everything goes down he tells Lindsey he wants him to be at Wolfram & Hart, he'd prefer that. Lindsey, strangely, accepts Angel's offer, and joins the team. Seems after all the years of Angel and his soul things have taken effect on Lindsey. Meanwhile Illyria is lying on a bed in Spike's apartment. Wesley says that he needs more things to heal Illyria from his place and the rest of the guys should stay there. Just as he's about to leave Angel enters. Seeing what Hamilton did to Illyria. Angel tells them that tonight they're going to bring down the members of the Black Thorn, so today he wants them to take the day and do whatever they want. Gunn and the rest of the guys are a bit confused, but Angel convinces them it's what they should do. It may well be their last day alive.

Lorne is on stage in a karaoke bar singing. Angel enters a coffee shop of sorts, sits down at a table and the current occupier looks up and says hi. It's Connor. Spike is in a bar downing shots like anything. The bar doesn't look like the most friendly places he could be. Elsewhere Anne (the woman who opened a homeless shelter for teenagers) is moving furniture. Gunn soon arrives and helps her along, he's looking for his gang, Rondell and the guys. Anne's not seen them around. They talk for a while as Gunn helps her with moving the furniture into a truck. At Spike's apartment Wesley is healing a wounded Illyria. Illyria's understandable angry by her violation that has happened to her, she's more than willing to fight for the cause after what Hamilton did to her. Wesley seems pleasantly surprised. Illyria asks Wesley why he's there, indoors healing her rather than getting the most that he can of what could be his last day alive on Earth. She then goes on to ask Wesley is she wants him to lie for her, turn into the guise of Fred one last time for him. Wesley tells Illyria that as a Watcher he had to no the difference between illusion and reality, and as he's not going to die that night, he's not ready to see the lie, yet.

Meanwhile Spike is at the same bar, on stage with a glass of beer reciting his poem. The very same poem he wrote for Cecily so many years ago, only here in this seedy bar it seems a lot more well received. As Spike stands happy with his poem, goes on to recite more. At the coffee shop Connor and Angel are talking about Nina. Connor makes a joke, and as usual Angel takes it seriously. Connor slips into conversation that he knows that Angel is his father, but that's as far as he wants to take it. There's a small uncomfortable moment, Angel asks what Connor's doing. Connor tells him he's writing a résumé for an internship. Angel offers to help but all he can really offer is nice handwriting. At the Wolfram & Hart offices Lindsey and Eve are on a sofa kissing. Eve still doesn't trust Angel but Lindsey's convinced that Angel just needs the manpower for this and tries to reassure Eve. 

Angel, Spike, Wesley, Illyria, Gunn & Lorne are all gathered around in Spike's apartment. Angel mentions that one of them is going to betray him, instantly Spike's hand shoots up. But Angel says it's going to be Wesley as the Black Thorn seem to be interested in him anyway. He needs to go and see Cyvus Vail and the betrayal part will get him in the door. Next Angel moves onto Illyria and hands her a job to do, get rid of three of the demons from the Circle who all eat together that night. Illyria relishes the idea of the task bestowed upon her. Gunn is asked to deal with Senator Brucker, get rid of her and her vampires. Spike gets up, as it's his turn now, and tells Angel he's not wearing any type of jewelry. Angel tells him his task for the night, getting Amanda's baby back from the Fell Brethren and massacring the Brethren too. Angel tells them all to meet north of the Hyperion in a lane after they've done what they have to do. There they can regroup and get ready for the onslaught brought upon them by the Senior Partners. Elsewhere Harmony's keeping Hamilton busy, very busy, in her bed in fact, and begins to tell Hamilton of Angel's secret plans. Back to Spike's apartment, as the gang begin to filter out Lorne tells Angel that he's not going to meet them in the lane, this is the last thing he's doing for Angel and he doesn't want to be found by him again.

Cyvus Vail is seated at one end of his massive table and at the other Wesley is seated. Wesley butters Vail up before he can begin his onslaught on the demon warlock. A group of cloaked Fell Brethren walk along a hall, a baby is crying, Spike's one of the hooded people, he hears it and heads to it's direction. At Senator Brucker's campaign office, she's talking on the phone as Gunn walks in and punches a few of her vampire minions. The Sahrvin are sitting at their own bar, they hear something outside the door and a bloodstained sword is thrust through the door. The door breaks down with Lindsey on the other side. Izzy and his friends leave the bar they were just at, just as they're settled in their car and switch the head lights on they see Illyria standing rather imposingly in front of them. At Wolfram & Hart the elevator doors open to the lobby and Angel comes out from inside them. Harmony's there at her desk and is asked where Hamilton is. She says he's in record's office and has been keeping him busy like she said. Angel asks her to get her car ready as Angel heads up to his penthouse suite.

Angel steps out of the elevator into his penthouse suite and opens a box. In the box are a couple of rather powerful looking weapons, daggers of kinds. Hamilton appears at the door, they exchange words, Hamilton knows what Angel's doing, and he throws Angel out of the window. Angel lands smack down in the lobby. Harmony's still there, as Angel gets up he tells Harmony that he knew that she had betrayed him but didn't know when. Harmony tries to defend herself but it's pointless. She's been sussed. Soon Hamilton's back in the lobby too, as Harmony leaves she wishes both men luck. Angel punches Hamilton, but it looks like it hurt Angel more than it did Hamilton. He throws him across the lobby and Angel crashes through a pillar and lands on the floor. As Hamilton continues to put Angel down he picks him up again and throws him up towards the landing where Angel crashes into the Wolfram & Hart sign. Hamilton tells him that he failed everyone, Doyle, Cordelia, Fred, they're all gone and it's time for him to follow. He grabs Angel and picks him up and asks if he thinks if he was really going to kill Archduke Sebassis. Angel tells him he already has. We see the Archduke in his bath drinking his drink and then he chokes slightly and drops his drink. We see his slave lying on the floor, dead too. Earlier during his meeting with the Black Thorn, Angel spiked his drink, the slave. Angel says that he figured Hamilton was the one he needed to be alone with. Hamilton reckons it was so he could kill him and Angel remarks he thought the fight would have been going better. With that Hamilton again throws Angel against some railings.

At the Fell Sanctuary Spike picks up the baby and is faced with three of the Brethren. While holding the baby Spike fights them off. At Vail's mansion Vail goes flying through the air, looks like Wesley's got the upper hand. But not so, Vail seems to be a far more powerful warlock than Wesley had previously thought, as Wesley winces. Back at Wolfram & Hart Hamilton continues to lay into Angel, things look back as Hamilton picks up a wooden left over from the area and begins to use it as a stake. then suddenly he's thrown off Angel through a window in Angel's old office. It's Connor. There to help his father, he knew something was up when he "just" visited him for coffee. At Brucker's office, while she's still on the phone, Gunn continues to fight off the vampires. As he does he also takes out Brucker with an axe to the head. Then more vampires appear. Meanwhile Illyria walks away from a burnt up, previously owned by Izzy, car.

At the Sahrvin bar Lindsey's washing his hand of blood as Lorne carefully walks among the chopped up bodies. Looks like Lindsey's enjoying being part of the team. Lorne's no where near as happy. As him and Lindsey talk face to face Lorne suddenly pulls a gun out and shoots Lindsey twice. Lindsey's struck by shock, Angel didn't trust him, this was Lorne's final task. Lindsey's adamant that the end for him was going to be between him and Angel not this. As Lindsey dies Lorne drops the gun and walks out of the bar. At Vail's, Wesley is suspended in mid-air while Vail continues his onslaught. Wesley's just about to get a knife out and leave the magicks alone for a second when Vail gets the same idea too. He magically draws a knife to him, which was on a wall, and then sticks it right into Wesley's gut. Wesley lets out a small gasp of pain as Vail continues to thrust it further into his abdomen. With a final gasp Wesley conjures up enough strength for a final magical wham which throws Vail across the room and Wesley plunges to the floor. Then Illyria enters the room, she rushes to Wesley's side. She had finished with hers and was concerned for Wesley it seems. The wound's a pretty major wound and she tells Wesley that he only has moments to live and asks if he wishes her to lie for him. He agrees, Illyria then turns into Fred. As Fred she comforts Wesley and kisses him and holds him until he dies. At that point Illyria gets up clearly upset by Wesley's death. Vail's up too and doesn't think much of Illyria. Then Illyria changes back to her normal form and literally punches Vail's face out.

Back at Wolfram & Hart Connor and Angel are still fighting Hamilton. Connor gets thrown across the lobby and slams into the doors of an elevator. Hamilton tells Angel that he can't win, the power of Wolfram & Hart courses through his blood. With that Angel has an idea, he vamps out and plunges his teeth into Hamilton and drinks some of his blood. With this more powerful blood Angel takes down Hamilton with a bit more ease. When Hamilton's down the building begins to shake, Connor gets up. Angel tells him to go, at first Connor's reluctant and wants to fight by his father's side. Angel tells him to go, he has to, and he does. Angel runs through the building, he gets to Eve and tells her to go. She asks about Lindsey, then realises he's not coming back, and that she has nowhere else she can go.

Angel arrives in the alley in the driving rain. Spike's there first as he appears out of the shadows though he hasn't heard from anyone else. Gunn soon follows, but he's badly beaten and bleeding a lot. Illyria soon drops in and tells the guys that Wesley's dead. They all take a moment, taking in the shock of it all. Then they hear hordes of demons approaching. They ready themselves for the final fight, and then get to work.