As a battered and bloodied Faith recovers at Wesley's apartment after her showdown with the Beast, they wonder why Angelus would suddenly kill the Beast and allow the sun to return to Los Angeles. At a demon bar, Angelus is spoken to by a deep disembodied voice, which turns out to originate from Cordelia, projecting from the hotel. Angelus then surprises Fred at the hotel, claiming he is immune to the protection spell. He demands information on the Beast's master and steals her research materials. Fred tries to shoot him with a tranquilizer dart but accidentally hits Lorne instead. Connor attempts to stop Angelus, but is repelled by the demon protection spell.
Angelus is contacted again by Cordelia telepathically, and this time she threatens to restore his soul if he refuses to help. Fred's mood worsens as she feels inadequate to fight Angelus. Fred and Gunn kiss, but part, unsure about their feelings. Meanwhile Cordelia convinces Connor to keep her sudden pregnancy a secret from everyone else. Faith and Wesley try to track Angelus at the demon bar. There they encounter human junkies, who get high on the vampire bites. Faith smacks one around, but Wesley finally gets the needed info by stabbing the woman. They are able to track Angelus to a deserted museum where Faith has another showdown with him. The fight does not go well for Faith - in the final scene she is bitten by Angelus.