Opening scene

At the Hyperion, Night
Cordy is looking through a magazine, Wes is reading a book and Gunn is playing a hand-held video game. Fred comes down the stairs and walks up to Cordy. Cordy jumps and lets out a scream as Fred leans in to look at the magazine. Fred exachanges small talk with Cordy and indicates how much she likes Angel.

Angel appears on the open hallway overlooking the lobby, holding a newspaper.
Angel: "Am I the only one who read this?"
Wes: "Read what?"
Angel: "Charlton Heston. Double feature! (Comes down the steps) At the Nu-art. "Soylent Green" and - "The Omega Man."


Angel asks who wants to join him at the movies, but only Fred is interested.
So he goes to grab his coat.

Angel: "Looks like it's just you and me, Fred. - Well, the worm certainly has turned."
Fred, giggling: "Y-y-yeah. The worm's turning and... Am I the worm?"
Angel: "No. You may not know this, Fred, but certain friends and co-workers have been known to accuse *me* of being the quiet, stay at home, sulky one.
Some people - just don't know how to have fun anymore."

At an expensive hotel, a young man is in bed with two women.
He takes a brief break for a drink and admires his body in the mirror.

Woody: (the young man) "Mmm, it's good to be young.”

Walks back towards the bed, and asks the women if they are ready for an other round.

Woody suddenly hunches over in pain, hurt and begins chanting .A stream of red-white energy issues forth from his eyes and mouth. The stream cuts off and Woody turns to look at the girls watching wide-eyed from the bed. The girls start to scream as Woody begins to steam and his body begins to deflate into a puddle of skin on the ground.


Intro.

Wes is sitting behind his desk listening to Fred.

Fred is gushing to Wes about her evening out with Angel. Wes has a hard time deciphering when she's talking about Charlton Heston, and when about Angel, but it's clear she had a grand old time. - Which gets Cordy, overhearing part of it, more than a little worried.

Angel is sitting in the lobby reading the newspaper.

She interrupts Angel's reading, demanding that he talk to Fred about their big date last night.
Angel: "Woah! Date? - It was just a movie."
Cordy: "That's what you need to tell *her*. She's in there going on and on about what a super time you guys had."
Angel: "She's just enthusiastic. Don't read too much into it."
Cordy pushes his feet off the footstool and sits down on it.
Cordy: "She's got the big puppy love. I mean, who wouldn't? You're handsome, and brave, and heroic (Angel is enjoying all these compliments - you can see it on his face) emotionally stunted, erratic, prone to turning evil and, lets face it, a eunuch."
Angel is more than a little stung by that last and not mollified when Cordy tells him that it's 'just a figure of speech.'
Angel: "Find a better one."

But Cordy refuses to let herself get distracted from her main point - which is that Angel needs to nip Fred's crush in the bud, because of the danger of his turning evil should his curse break.
Angel: "Okay. Maybe just a short talk. - So how soon can you do that?"
Cordy: "Nice try. It's gotta come from you."

She takes a hold of Angel and pulls him up out of his chair and into Wes' office.

Angel goes to talk to Fred, but at the last minute changes the subject to a news story about the young, dead man at the hotel. Wesleys has articles on similar cases leading Angel Investigations to begin investigating.
Angel: "I'll say. Cordelia, open up a case file. We have to get on this right away."

Angel hands Cordy the file with the newspaper clipping as he walks past her out of the office.

Cordy: "Angel!"

Cordy hurries after him.


Wolfram and Hart, day.

At Wolfram and Hart Gavin tells an impatient Lilah that he will earn her respect with his creativity in time.
Lilah: "Oh, like your 'lets torment Angel with building code violations' idea? Uh, so machiavellian! We'll just drown him in red tape."

Gavin walks off down the hallway. Lilah looks after him, then, instead of entering her office, goes over to the desk of her secretary. Lilah asks the girl to phone up the graphic artist.

Leaves goes to her office, closing the door.

Hyperion, night. Cordy takes a printout from the printer and carries over to where the others are leaning against the reception counter.

The gang has found a third victim that died the same way. Wes suggests that Gunn go and interview the hotel staffs, while he talks with his contact at the coroner's office and Angel and Cordy go to visit of which all three victims were members - prior to their bizarre deaths.

Angel walks over to look at Cordy's printout, pulling out his car keys.
Wes: "Everyone know what they're doing? Good."
They all leave - except for Fred, still standing in front of the reception desk.
Fred: "I'll just stay here. (Laughs) Okay. I'll do that."



Cordy and Angel are walking into the health club.
They start to questioning employees and members about the victims.
Cordy trails off as one of the male health club members walks by.

Cordy: "I'm gonna go see if *he* knows anything."
Walks away from Angel.

Angel spots a club attendant and walks up to him.
Angel: "Hi. I was just wondering,could ask you a few questions? My name is Angel."

Angel walks into a room where a group of people are participating in an exercise class.
Angel circles the room, he looks out of the big window at the back of the room. He sees light reflecting off a pair of circles in one of the windows of the building across the street. Looks at the sign in front of the other building: Monserrat, retirement community.

Cordy, talking to four guys: "There could be follow-up questions. I'll need some home phone numbers. Why don't we start with you, Benny?"
Angel comes up behind her and leans in close to her.
Angel: "There is a retirement home in the street behind us. I'm gonna check something out." Cordy: "Bye."
Angel looks at the four guys, starts to leave then turns back to Cordy.
Angel: "Maybe when you're done with your *work* - here - you can pick me up. - Okay."

Angel leaves.
Cordy: "He's just someone I work with. Anyway..."

Angel looks up at the window of the retirement home where he saw the reflection.
Angel knocks at the door of room 316. The nameplate says Marcus Roscoe.
An old man wearing big, round glasses slowly opens the door.
Angel is invited in walks in, closing the door behind him. He looks around then walks over to the window.
Angel: "Nice to have view. I bet you, ah, spend a lot of time enjoying it."

Angel is l holding up the pair of binoculars he found on the window sill. Marcus gets defensive when Angel asks him about watching the exercise class with the binoculars - saying that looking is "about all I can do anymore."
When Angel shows him the newspaper clipping of three dead guys and asks if he's seen either of them, Marcus tells him that he's more of a 'girl watcher' then asks how they all died. When Angel notices a Nothian herb jar and some other occult items on a shelf, Marcus tries to make light of it, but when Angel notices some 'Extreme Sports' magazines, Marcus decides it's time to take action.
Putting his spectacles in his breast pocket, he starts to recite the Latin phrase we heard form Woody before he turned into a puddle of skin.Angel chuckles: "You might wanna think twice about trying to cast a sp..."

Red-white light streams from Marcus into Angel, while blue-white light streams from Angel to Marcus.
After the light vanishes, Angel looks around, shrugs his shoulders. Marcus stares at Angel, eyes slightly squinted.

Marcus: "You *are* me."

Angel grabs Marcus by the shoulders and head-butts him, then lowers the unconscious old man into a chair.

Angel: "That's gonna smart later."

Marcus/Angel leaves to enjoy his new young body.


Angel walks out of the gate of the Moserrat and starts to saunter down the sidewalk.
Angel turns and sees Cordy sitting at the wheel of the convertible. He walks over, chuckles and leans on the top of the windshield.

Angel: "He-llo."
Cordy: "So, what did you find at the old folks home?"
Angel: "Uh - nothing. Didn't pan out. How about you?"
Cordy: "I got a two month free trial membership, and I made some new friends... - Alright. I got nothing."
Angel: "Pretty clear we're barking up the wrong tree here, huh?"
Cordy after a beat: "Yeah. - Well - get in. I'll take you back to the hotel."
Angel grins and gets into the car and puts his arm on the back of Cordy's seat.
Angel: "Alright! You and me - going back to the hotel. Nice, huh?"
Cordy: "Are you alright?"
Angel grinning: "Honey, I've never been better."


Hyperion

Angel follows Cordy into the lobby .

Angel: "Nice! (Sees Cordy walking around the reception desk) You supposed to be back there? - (Hits the little bell on the counter) Ding, ding! Paying customers. Hellooo. (Whistles) Slow night, huh?"
He sees a display of business cards for each of the members of AI . There is continued confusion as he realizes the hotel if for work, not pleasure, tries to figure out who is who . But Cordy just assumes that Angel is buttering her up and tells him that this will *not* get him out of his talk with Fred. Marcus is lost.
Angel: "Talk with Fred."
Cordy: "Yes! Just - keep it simple. One: you're not like other men. Two: there is no room in the workplace for romance."
Angel: "Romance with Fred. - So I'm a... (Looks down at his clothes) Obviously."
The expression on his face as he comes to the conclusion that he has jumped into the body of a gay man was truly hilarious. Not noticing anything unusual, Cordy leaves telling him to get some rest.

Marcus/Angel wakes up in his chair. Looks around and tries to get up. Doesn't make it. Tries again. Still can't just get up. Puts his hands on the arms of the chair and levers himself to his feet. He walks over to look in a mirror but only sees a blurry man-shape. Puts on his glasses and watches Marcus reflection become clear.

Marcus is sneaking through the lobby of the Monserrat to the receptionist desk. Picks up the phone and dials.
Marcus/Angel is looking through papers back in Wesley's office. The phone rings but he lets the machine get it.
Cordy's voice: "You've reached the offices of Angel Investigations. Please leave a message after the tone."

Beep.

Angel/Marcus voice: "Cordelia? Are you there? Pick up!"

Angel picks up the phone: "Hey, Angel. How's my head? Hope you put some ice on it. Sweet deal you've got going on here, pal. Love the hotel. And Cordelia - whoh! That's how I spell w-o-m-a-n!"

Marcus: "Where is she?"
Angel: "You don't have to worry about anything except eating some nice soft foods and staying out of Ryan's way."
Marcus: "Ryan?"

Ryan, one of the attendants at the home stops Macus from using the phone and bans him from the prvilege while Angel destroys the answering machine tape of their conversation. Ryan takes Marcus back to his room, checking to make sure the elderly man knows his name.


Hyperion, day.

Cordy walks into Wes' office to find Angel slumped asleep on top of the desk with papers littering the whole room.
Angel's head jerks up as Cordy yells his name and demands to know what happened.
One of the pages is sticking to his face and he quickly pulls it off and takes a glance around the room.
Angel: "Uh... hey, doll. I ah, (puts some papers back into an open file.) was working on the case. I must have dozed off."

Cordy: "You were too tired to go up to your room?"

Angel: "My room, right - which I have upstairs. Well, you know me. Always giving a hundred percent. (Gets up and looks through the mess) Now what did I do with the darn case file..."

Cordy quietly: "You gave it to me yesterday."
Angel: "Ha. Must be getting old."

Cordy is worried by his behavior, but still reminds him he has to talk to Fred about just being friends.
Wes walks in carrying an old English teapot, remarking on how superior tradionally brewed tea is over the one made from bags, before seeing the mess that used to be his office. Angel promises to clean it up, and Cordy leave with one last reminder not to avoid 'the talk.'
Angel takes a deep breath and plunges right in - confusing the heck out of poor Wesley.
Angel: "So, we gotta talk. The thing is, I've got nothing against you personally. It's just..."
Wes raises his head to stare at Angel who shifts uncomfortably in his chair.

Angel not looking at Wes "O-ho, this is gonna be harder than I-I thought. I just don't know how to spit this out."
Wes comes around the desk and sits down on it's edge facing Angel.
Wes: "Angel. Whatever it is, you know I'm here for you."
Wes stretches out a hand towards Angel, and Angel hurriedly scoots his chair back.
Angel: "Yeah. That may be the problem. (Chuckles uncomfortably) I mean, whatever we - had... - whatever we - did. I just think that we should keep that - behind us. - Start from scratch. You know, two men working side by side. But, you know, none of that - funny stuff."  Wes straightens up Angel offers his hand and asks him to shake on it, and after a moment Wes does. Angel is *so* relieved not to have to play lovey- dovey with Wes that he actually catches Wes up in a big hug.  Of course it is at this exact moment that we hear Cordy: "Wesley, food's here."  Wes half-smothered against Angel's chest: "Okay." Angel pulls back from Wes, holding him at arms length.
Angel: "Wesley?"
Wes: "Yes?"

Angel: "Do you know where Fred is?"
Wes: "Uhm - up in her room I'd expect."
Angel: "*Her* room.

Right. - Somebody say something about food? I could eat a horse."
Angel turns and walks out of Wes' office.
Gunn brought burritos back with him, and. Angel mistakes him for a delivery boy, gives him some money and tells him to keep the change. Gunn barely bats an eyebrow at that.
As Gunn reports on what he found out at the hotels, Angel stops munching on his burrito to file away Gunn's identity as part of the agency. When he protests that Gunn making copies of the three victims phone records is not only illegal but infringing on their well deserved privacy, the others finally take notice only to be distracted by the fact that Angel is eating food, before going back to ignoring Angel completely and going back to discussing the case.
Wes notices that all of them called the same number, which Gunn traced to expensive 'escort service.' - of course Wes and Gunn quibble over who gets to interview them. Wes' beeper goes off to let him know that he can go to take a look at the bodies. Cordy suggest that Gunn accompany him.
Gunn: "That wasn't the kind of body I had in mind to see. (Cordy looks at him) We're going, we're going."
They all leave and Angel is quite content to stay behind so he can 'keep an eye on the evidence' - and finish his burrito.


Retirement home

Marcus is sitting on a sofa in the lobby of the Monserrat pretending to read while watching for a chance to sneak past the security guard at the door. But just as the guard finally leaves his desk to help an older lady with a walker over to the elevator, and old black man being visited by his family comes over because he wants Marcus to meet his new baby granddaughter Katrina.
.Marcus knows that this might be his only chance to leave, but he can't resist the offer to hold the little girl, a smile spreading across his face.
Marcus: "She's beautiful."
And sure enough, when he looks back over the guard is back at his desk.


Hyperion

Angel is in Wes' office, shredding the newspaper clippings of the mysterious dead guys. That done, he sits back with a sigh, puts his feet up on the desk and picks up a martini glass sitting on it to take a sip.
Fred appears at the door, shyly asking what he's doing, and as soon as Fake Angel realizes that this is 'Fred' he starts to hit on her, using the same line as he did with Cordy earlier.
Angel: "Have I ever told you you are a very *beautiful* woman?
Of course, Fred reacts very differently from Cordy. Angel suggests that if she'll change into something pretty they could go out on the town together, and Fred happily hurries out of the room –

Shortly after Fred has run upstairs, Angel looks up to find himself confronting yet another beautiful woman: Lilah.
Angel: "And what can I *do* for *you*?"
Lilah: "Don't go all nightstalker on me. I'm here to do you a favor. We both agree that business with Cordelia was just business, right?"
Angel has no idea what she is talking about, but readily agrees, so Lilah drops a bundle of papers on the desk containing all the paperwork he needs (such as earthquake safe certification, statement of asbestos level compliance, etc.) to foil Gavin's attack via building code violations. She offers the necessary paperwork to end all of the hotels legal problems. Angel is more interested in her and the two end up having drinks.


Retirement home

Marcus tries to engineer his escape from Monserrat by tripping the fire alarm to distract the guard - and it would have worked, too, if Marcus old body hadn't chosen that moment to have a heart attack.

Back at the office, Lilah is getting a little tipsy from the martinis and decides that it's time to call a taxi. Angel blocks her way with his leg.
Lilah: "What do you want?"
Angel brushes the hair back from Lilah's face: "You. - Don't tell me you never thought about it."
After an initial hesitation she kisses Angel back pretty passionately and in short order they end up on the desk, groping each other.

Fred comes in and witness the whole scene and runs back out before the two of them notice she was there in the first place.

Angel is nuzzling Lilah's neck. Suddenly vamps out and bites her as Lilah lets out a surprised scream. With a curse Lilah pushes Angel off her and wards him off with a cross.
Lilah: "You son of a bitch!"
Angel: "Whoa! I'm sorry! It just - felt like the thing to do. (Stares at the cross) Whoa! What are you born again all of a sudden?"
Lilah: "I don't know what kind of sick game this is, Angel, but I hope you enjoyed it because you're never getting this close to me again."
Angel is trying to get closer only to find himself shying back from the cross in her hands. Lilah walks out and Angel lifts a hand to run it through his hair - only to touch the thickened brow of his forehead.
He explores his face with his hands and nicks his thumb on one fang. Angel reflectively sticks his thumb in his mouth and sucks on it, takes it back out to look at it in surprise, then sticks it back in to suck some more.
Still sucking on his thumb he walks into the bathroom - only to *not* see himself in the mirror.
Angel: "What the..."


Retirement home

Marcus is lying on a hospital bed, an IV going into the back of his right hand, watching the lights on the heart monitor beside his bed when Ryan comes to warn him not to try and pull something like that again - because he might not survive his fifth heart attack.


Hyperion

Cordy returns from the escort service to find Fred crying; Cordy offers her comfort, thinking Angel talked to her about being friends, but is really confused when Fred mentions Angel making out with a woman.


Somewhere at a bar

Angel walks into a nightclub, grooving with the music, and spots a dark-haired girl sitting with her boyfriend. As soon as the boyfriend leaves her for a moment, Angel sits down in his place. Shortly thereafter we flash to Angel pulling the laughing girl after him out of the door to the club onto a balcony.

The boyfriend and another guy walk up to the table to find it deserted.

Angel and the girl are kissing out in front of the club. She is excited by the idea that her boyfriend could catch them at any moment - until she sees that Angel has morphed into his vamp-face. Her scream brings her boyfriend and two other guys just as Angel buries his teeth in her neck. He morphs back into his human face as he turns to face them, so they don't think him nothing more than a freak after the girl tells them that he bit her.
The boyfriend hauls back to hit Angel, but Angel catches his fist in his hand, clamping down on it. The guy groans in pain, then flies back as Angel hits him.
He looks at his fist, delighted to discover Angel's vampire strength. He learns of his super strength and realizes his eternal existence in this battle. He’s pleased to be immortal and with that Angel turns away, runs over to the railing, jumps on top, then off of it, only to easily land some stories below running down the street laughing.


The Hyperion

The gang is trying their mind around what Fred saw Angel do with that woman (Lilah) Wes finally remarks that this kind of behaviour isn't like Angel Cordy disagrees, claiming that 'doing the mystery dance with some cheap blonde is totally like him' until Fred informs her that the woman in question was brunette not blonde. Cordy: "You're right. This isn't like him."
Gunn: "So, who was she?"
Wes: "I don't think it matters who *she* was. The question is, who is *he*?"
Cordy: "Uh-huh. We're all thinking it. - He's Angelus again."
Fred: "Who's Angelus?"

Gunn tells Fred in one phrase who Angelus is.
Wes: "No, that's not what I meant. Why would Angel, or Angelus for that matter, (holds up the open books) need to read about vampires?"

They realize that Angel may have been affected by the same thing that killed the young men. Wes asks Cordy if anything unusual happened to Angel at the gym. Cordy tells him that she was with him pretty much the whole time but then remembers that Angel did go to the Monserrat across the street.


Retirement home

At the Monserrat Retirement Community Angel-in-Marcus'-body gets caught trying to sneak out by Jackson, who tells him that his kid has just signed in at the reception. And, sure enough, Fake.Angel turns away from talking to Ryan to smile at Fake.Marcus.
Angel: "Hi, dad."

Marcus/Angel backs away and Angel/Marcus follows at a leisurely pace, tracking his old body to the darkened rec-room without much trouble. Marcus/Angel gets one good hit in (since Fake.Angel is too confident to suspect anyone hiding just inside the doors) but, stuck in the old man's body, Angel is no match for a vampire and Angel/Marcus easily grabs the shuffle board stick away from him.

Angel correctly surmises that Marcus is here to kill his old body to ensure that he gets to keep Angel's vampire one and warns him that he really doesn't know what he'd be getting himself into by doing so.
Angel: "Oh, I know what I'm getting into. *You're* the one that doesn't seem to know what you had. As far as I can tell you were the world's worst vampire. Vampires don't *help* people, you *moron* - they kill 'em! Here, let me show you."
Marcus holds up a hand: "You may have the attitude, and you may have the power - but there is one thing you don't have, and never will: friends. (And, on cue the shot widens to reveal Cordy, Fred, Wes and Gunn walking in through the door behind Angel) Four of them, standing behind you (Angel spins around to look) with big, heavy things."
.Angel/Marcus tries to tell them that it's Marcus/Angel that's been casting the spells, but Cordy isn't buying: "You're Angel? With *that* cologne? I don't think so."

Angel pushes Wes and Gunn away and turns to run - only to be met by a rain of baseball bat hits by the girls. Gunn swipes his legs out from under him, but.

Angel/Marcus jumps back up, wrestles the bat away from Fred and turns to attack Marcus/Angel - which is when Cordy takes him out from behind with a tazer charge.

They ask Angel-in-Marcus'-body if he's alright, and whether or not he happened to notice a Algurian conjuring orb. Angel tells them that there is one in Marcus' room and Wes goes to get it, telling the others to keep an eye on Marcus/Angel

Fred hits him once more with a bat just to be sure and gets a little revenge while she’s at it.

Marcus room

Angel/Marcus reads the words necessary to reverse the magic and is soon back in his real body.

Angel crushes Marcus' conjuring stone, which only adds to Marcus' fury.
Angel warns Marcus that getting so enraged is bad for his health, then the gang walks out in another 'power shot' completely ignoring Marcus sinking back down into his chair clutching at his heart.

Angel tells Ryan as they are passing him that 'dad' is having a bad night.


Hyperion

The garden court, night. Fred is sitting on the edge of the dry fountain, reading a book. Angel walks over to her. Fred apologizes for hitting him, but he tells her that apparently he had it coming, before sitting down next to her, telling her that they need to talk.
Fred takes pity on him when he patently doesn't know where to start.
Fred: "Is this about how you're not like other men - what with that curse and all... and how you're really fond of me, but that's as far at it goes?"
Angel: "Uhm... - yeah."
Fred: "Cordelia explained it to me. (Gives a little chuckle) She said you'd probably just screw it up."
Angel bristles for a moment, then admits that Cordy was probably right about that.
Fred sighs and tells him that it's like something out of Fitzgerald: "The man who can have everything but love. - Well, maybe in some ways you're better off, because love is... - Well, in a way it's everything. - But it's also heartache and disappointment. - And those are good things to avoid."
Just when the mood is down, Cordy charge out into the courtyard to announce that Buffy is alive. Angel stares for a moment at Fred then jumps up and runs after Cordy without another word, leaving Fred to digest that news on her own.