It's 1952 and the hotel Hyperion has many guests and also permanent residents, one of them being Angel himself we see him making his way to the ice so that he can keep the blood that he just got cold and fresh, we also see a man who looks as if he is talking to someone just around the corner. There is also a man knocking at another door, he returns to his room locking the door behind him sensing that all is not as it should be in the hotel. As he chills the blood he senses that he is not alone in the room, he turns and a girl emerges from the bathroom pretending to be the maid, Angel knows right away that she is not the maid as the sheets are dirty that she is tidying. He immediately asks her to leave and she begs him to help her she explains that she is running away from her boyfriend and that is indeed him knocking at her door. As he is about to throw her out there is a knock at the door, Angel grabs her and hides her behind the door. On opening it he is faced with the guy who is obviously not her boyfriend, he shows a gun after insisting to enter the room. Angel just looks at it and proceeds to slam the door in his face knocking him from his feet. Judy thanks him but Angel just shuts the door in her face.

Cordelia and Wesley begin to find out more about the hotels murky past, it closed it's doors in 1979 but apparently the tragic history had begun while it was being built in 1928. Cordelia finds a picture that was taken in 1952 and in the background she sees Angel, at least Wesley and herself know now why Angel has so much interest in the hotel.

We go back to 1952 where we see the salesman in his room being whispered to by some unknown being, he takes out a gun and proceeds to kill himself, when the body is discovered we learn that there has been two other apparent suicides in three months. The manager hears the voice which tells him that they will shut him down if they find another, agreeing he orders the porter to store the body in the meat locker. The word of the suicide gets around to the guests of the hotel pretty fast and they begin to discuss it in the lobby where they hear whispers telling them maybe it wasn't a suicide maybe it was murder. As Angel is about to enter his room Judy calls him over and tells him that it was indeed not a suicide, inside her room she tells him of the inevitable investigation. Angel finally confronts her and tells her he knows that the guy wasn't her boyfriend and she at last comes clean and shows him the money that she stole from the bank that she used to work at. She tells him that because her blood was tainted they sacked her and in anger she took the money and ran. Angel tells her that everything will be OK and he hides the money in the basement of the hotel. While down there Angel notices the whispers....

At the hotel in present day Angel goes to the spot to find the money still there exactly where he had put it all those years before. He also hears the whispers.. Angel telephones Cordelia to let her and Wesley know that it is a Thesulac Demon that possesses the hotel it feeds on paranoia. Although Angel cannot understand after all these years why the Demon still inhabits the empty hotel. After Wesley says they will research the ways to kill the demon, Angel tells him that he already knows as he had researched the ritual back in 1952. Cordelia and Wesley make their way to the Hotel to perform the ritual with Angel, Angel tells them to ignore what the demon says and focus on the ritual.

Back to 1952, Angel approaches his room and sees many people around Judy saying that she was the one that murdered the salesman. Judy looks up and sees Angel pointing at him she yells "it was him", they all immediately turn and begin to beat Angel knocking him to the floor. They take him downstairs and put a noose around his neck, all of them chanting "string him up" they do and Angel stays there until they have all left. Once they have he takes the noose from around his neck and drops to the floor the Demon forms and offers Angel the chance to save the tortured souls of the hotel, Angel is so angry with them he looks and just says "take them all" and walks out the front doors of the hotel.

Back in present time the Demon is raised and before long Angel realises that it is still feeding, feeding on someone's paranoia from inside the hotel. Gunn shoots an arrow at the demon which fails as it's tentacles are long and they are warned by Angel to watch them. He grabs the end of one and smashes it into the electricity box electrocuting the Demon and freeing the hotel forever. Angel looks up and accends the stairs to room 214. As he enters he sees her sitting on the couch he faces her and she looks up "it's you" she asks whether she can go out now as the voices are gone and Angel says yes. She must rest first though and she goes to lie down, she asks forgiveness for killing Angel back in 1952 and he gives this knowing she will not understand that he is no ghost himself. She closes her eyes and then she is gone.

Angel returns to the others looks around and says "We're moving in" So Angel Investigations has a new home....