Opening scene

MONASTERY— Night

Wo Pang sits cross-legged on the floor before a circle of votive candles.
As before, the sounds of fighting come from outside.

A moment later, wo pang’s guard flies through the beaded curtain and
lands unconscious on the floor in front of him. Wesley , Connor and
Cordelia step through after him, a grim expressions on their faces.

Wo-Pang casually notes he really needs to hire better security people.
Wesley tells Wo-Pang that Angel's soul has been stolen, but he says he has no need of it. Connor asks where it is. Wo Pang casts a handful of bones into the circle in front of him and reads the message contain within their pattern. He can't see it's location, but he is able to discern that it's still okay and in it's container. Cordy wonders if there's some backup plan for re-ensoulment, and Wu-Pang replies that there isn't any way he's aware of. Without the container, "you're screwed." Connor then asks what happens if the container is destroyed or opened, and Wu-Pang tells us that, like anything else, the soul can be returned or destroyed.

A sharp wind blows through the ceremonial chamber, extinguishing the
candles around them.


The Hyperion – Lobby – Night

ANGELUS calls out from his cell in the basement over the video monitor on the lobby counter while Fred researches and Gunn puts the finishing touches on a homemade flamethrower.

Angelus : “Awfully quiet up there. I’ve had time to think and I’ve realized something important. Being evil is wrong. I want to be good. I want to be Angel again. You hear me? I’m ready.”
Gunn : “I’m ready, too, fangboy.”
Gunn shoots a gout of flame across the lobby, unnerving Fred. They discuss the idea that Angelus knows his soul is missing. Fred comments that he probably knew it before they did. Fred hopes that Wu-Pang can help, and Gunn gripes about the decision to bring Angelus back. When Fred says she thinks it was the best plan, Gunn makes a comment about how it sounds like Wesley. Fred reminds him he agreed to the plan as well. Gunn concedes he may have been wrong. From downstairs, Angelus taunts the couple about their questionable relationship.
Angelus : “Like smacking your girl around? I bet you Wes would never hit her. He’s all proper and English. And that accent— oh, chicks just love a good accent. Makes ’em all
buttery in their nether regions. Isn’t that right, Fred?”
Gunn stares at Fred but she says nothing.
Angelus says he had an Irish accent "back in the day" and offers to use it if Fred would like "when I rape you to death."
Gunn yanks out the power cable. Fred tells him they're just words, it's the only weapon Angelus has. He knows he won't get out of the cell.

The Hyperion – Basement – Night

A grate in the rear of the room slides open. Angelus turns around and smiles as Lilah steps out of the shadows with a crowbar in her hand.

Credit Sequence

The Hyperion – Basement – Night
Lilah approaches the cage with a limp, holding her wounded abdomen. She’s filthy, her clothes ripped and torn.
She notes his presence with a flat, "The great Angelus." He figures she could accentuate the awe a bit, suggesting "The great Angelus" would be a better delivery. She points out he's locked in a cell, not much 'great' about that. Angelus looks her over and notes that even locked in a cage, he's doing better with the personal grooming thing than she is. He observes she waited all these years to meet him but couldn't comb her hair or put on a little makeup? "Evil doesn't have to mean sloppy." Lilah tells him to "Stop it." Angelus figures he worked a nerve. She tells him she wants him to stop the Beast. Angelus isn't sure he wants to do that, saying he's not particularly a fan of the Beast but he does credit it for bringing on perpetual darkness. An agitated Lilah asks if he can kill it or not as she reveals a crowbar she's brought with her. Angelus wonders what she's so anxious about. Lilah says the Beast took everything away; killed everyone at Wolfram & Hart. Angelus says he saw the Beast's handiwork, thought it was rather impressive. Lilah adds that everyone was killed including field operatives, liaisons and even those who were at home, sick. She's the only one left, so far.
Angelus watches Lilah’s feet inch closer to the safe line on the floor. She doesn't understand why the Beast chose to attack them considering they're the bad guys.
Angelus reckons they weren't bad enough but mentions there's a positive for Lilah, at least she has a loving, devoted boyfriend. He pauses briefly, then notes that's not exactly true anymore. Her life really is in the dumper. Lilah reminds him she's not the one locked up. She wants the Beast killed and figures Angelus is the only one who can do the job.

Angelus :” Maybe… we can work something out.”

The Hyperion – Lobby – Night

Back up with Fred and Gunn. They're still talking about what Angelus said, and we have more of Gunn accusing Fred of secretly being attracted to Wesley. He brings up the kiss between Fred and Wes that he almost witnessed last week, and Fred tries to make a few excuses, but they don't go over. Gunn tells her he's tired of her looking everywhere but him.
Fred looks up as the front door opens and Wesley enters, followed by Cordelia and Connor.

Gunn :” Like that”

He walks off as Wesley approaches and sees she’s upset. Wes goes straight for Fred, picking up on the tension. He asks what the problem is, Fred shakes her head and covers, saying she's been having problems translating the Svear's banishment text. She asks if they had any luck with Wo-Pang. Connor says he didn't have the soul, doesn't know where it is, doesn't know who took it, doesn't know how to find it. Cordy notes sarcastically that things are going well. She asks if Lorne had luck getting information from any of his contacts. Fred shakes her head.

Gunn : “Damn it !!”

They all turn as Gunn runs for the basement door. On the monitor, Lilah approaches Angelus’ cage with the crowbar. They all follow Gunn down the stairs.

Cut to the Basement
Lilah turns as Gunn and the others dash down the stairs toward her. As Angelus reaches out through the bars to grab her, Gunn fires a trank dart into him. Lilah drops her crowbar and runs across the room, ducking back into the sewers. Gunn keeps the rifle trained on Angelus.

Gunn tells them Lilah took off through the sewer tunnel. Wesley and Connor head after her as Angelus collapses to the floor. Gunn stops Connor suggesting he stay, just to be sure it's not a trap. Connor nods and starts searching the dark corners of the basement.

Cut to Los Angeles – Storm Sewers – Night

Lilah runs through the tunnels, holding her wounded belly with Wesley in pursuit. She comes the end of the tunnel and climbs up a ladder, Wesley right at her heels.

Back at the Basement
Gunn keeps the rifle trained on Angelus’ still form and directs Connor to check the locks on the cage. Connor shakes the door to the cage. It’s solid. He kicks the crowbar away
from the cage and across the room. Gunn finally lowers the rifle, wondering how stupid Lilah must be to have been willing to let Angelus out
Cordy wonders how Lilah knew Angelus had been brought back in the first place. Connor offers that perhaps Lilah is the one who took Angel's soul. Gunn answers Cordelia's query, noting that Lilah was a higher up at W&H, it would be her job to know. Fred thought everyone at W&H had been killed by the Beast. Gunn wonders if Lilah made a deal with it. Connor asks if he thinks she has a connection to it.

Cut to Los Angeles – Storm Sewers – Night

Wesley throws himself against a door, cracking it open. He enters an antechamber and Lilah leaps out of the shadows, swinging an iron pipe. But her wound makes her sluggish and Wesley easily dodges the blow and disarms her.

Lilah: “You’re a son of a bitch, you know that?

She walks over to a stool and sits down. Wesley notices her abdomen is still bleeding, soaking through her shirt. He asks if that's where the Beast clawed her when it was rampaging through W&H. She says it won't heal. He offers to check it out for her as he moves towards her. She pulls back, steels herself, and assures him she's fine. Wes and Lilah talk about Angelus. Wes wants to know how she knew about his unsouledness, and she claims she's still got an ear to the supernatural ground, and taking a champion's soul is big business. Wes wonders at her sanity for thinking to let Angelus out, but Lilah's got a surprise - she claims she wasn't going to. She brought the crowbar so she could convince Angelus she was desperate enough to let him out, but all she really wants is to kill the Beast, and screw Angelus. Wesley's not quite convinced, pointing out that the evil lawyer lady's always wanted Angelus out of the cage. Lilah corrects him, saying that it was her bosses that were messing with that, and now that they're gone, she doesn't care about it anymore. She tells Wes she just wants her life back, with all the pretty things that come with it. She muses that that's why she and Wesley would never have worked out. Wes suggests that there are other reasons as he meanders around her little room, looking at things.

Wesley : “Rhinehardt’s Compendium?”
He flips through the book and notes that there's nothing useful in it... just as he comes on a passage about the Beast, complete with illustration. He thumbs through the rest of the book, noting with surprise it's identical to his copy except for the passage on the Beast which seems to be missing from his. Lilah tells him she called in some favours and got the book off the "pan-dimensional black market." It's not a local copy. Wes spends a moment in thought, and then tells Lilah that probably all traces of this reference were wiped out in this dimension, and he's going to have to check some other alternate-dimension sources to be sure. He wonders then what something as powerful as the Beast would need to hide.

Back to the Basement – Night
Angelus lies unconscious in the cage while Gunn paces the basement.
Gunn opines that whether it's Lilah or not something is in league with the Beast. Cordy agrees, pointing out that would explain how the Beast got past them at Gwen's to murder Manny .Connor adds the same holds true for how it got to the priestesses .
Fred concedes Lilah is evil, but she doesn't see her as the type to chop people up. Gunn suggests perhaps the Beast has "minions" doing its dirty work.

Angelus comes to and calls them "morons", saying the Beast doesn't have minions, it is the minion. He sits up, still a bit groggy from the drug. Fred doesn't believe that, telling him they've seen what the Beast is capable of. Angelus says that's just the prelude to something else, something bigger and worse. He smiles , looks up at Cordelia .as he adds "The Beast has a boss."
Angelus gets to his feet and faces the confused looks from those outside the cage. Gunn asks what could be worse than the Beast. Cordy doesn't think it's possible. Angelus asks, "How did you survive this long being so retarded?" Gunn tells him to get to the point, he wants to know what Angelus knows. Angelus gets to his feet, saying he knows quite a lot, maybe he'll tell them one day. Connor wants to know how Angelus knows there's something worse.

Angelus : “’Cause I’ve got a brain, son. The Beast I knew was big on the smash and slaughter. Had the brawn to be really good at it, too. But the big picture? Not his strong point. But whoa… flash forward. Now he’s all rain of fire, destroying the Ra-tet, blotting out the sun… big moves for a guy whose head’s made out of rock.”

Cordy offers that maybe the Beast got smarter. Angelus derisively notes it's more likely he'll sprout wings and fly. He tells them, "There's something else out there, more powerful, more vicious, pulling the strings." He shivers mockingly, telling them he's "just dying to find out what it is."

The Hyperion – Lobby – Night

The front door opens and Lilah enters to the frosty stares of everyone else.
Wesley comes in behind her and closes the door.
Fred asks for Angel's soul, but Wes pipes up that she doesn't have it. She told him so, and he believes her. Gunn, coming in from the back office, says lying is Lilah's job, and she agrees that's true. She asks if they want to search her and opens her jacket, displaying the bloodstain. Cordelia eyes her bleeding belly and asks what happened, and Wes explains that she got the wound getting away from Wolfram & Hart. Gun asks how she got away, and Lilah thinks she was just lucky. Cordy thinks it was more than luck and asks why Lilah was downstairs with Angelus. Wes answers for her again, saying she was trying to get information. Gunn shows some brains then - it's suspicious, he says, that she's the only survivor of the massacre and the she shows up downstairs just after Angel's soul goes missing. Wes defends her, saying she had nothing to do with it. Connor suggests that she might know who did. Fred offers that she might know who's controlling it. Lilah picks up on the word "controlling" and asks about it, seeming genuinely surprised. Gunn fills her in, noting that he doesn't trust what Angelus says any more than he trusts Lilah. Cordy adds that everything that's happened seems to be part of a bigger plan, with something else manipulating things. Wes realizes that's what was being hidden, he thinks there may be something useful in the text they've recovered. He tells the others about Lilah's copy of the Compendium, which he's holding, having a passage that had apparently been excised from his copy along with any and all references to the Beast in this dimension. Lilah notes that she got her copy "way out of town." She's surprised Fred didn't think of that. Gunn figures that explains why Angel didn't remember the Beast. Wes adds that his mind was erased just like the other references to it. Connor asks why Angelus remembers then. Fred wonders perhaps because "his mind wasn't here when the spell or whatever was cast, right?" Wes suggests they compare Lilah's book with the info Wolfram & Hart sucked out of Lorne's brain, and he's looking at Fred when he says "we".

Gunn :” Yeah, have fun with that.”
Fred : “ Charles…”
Gunn : “ Somebody needs to be downstairs, make sure nobody else tries to “intel” our boy.”

He picks up his flamethrower and gas can and heads for the basement.
Lilah notes the tension between Gunn and Fred and a small smile tugs at
the corner of her mouth. Fred heads after Gunn but Cordelia stops her. They need Angel back, she says, because if this thing is as big as she thinks it is, "we'll need him more than ever."

Back at the Basement – Night

Gunn sits watch over Angelus with his flamethrower slung across his lap.
Angelus is torturing Gunn. Okay, not really, but he has words, and they do hurt a lot. He tells Gunn he admires him, because he knows his place and doesn't try to better himself. Goes with his strengths. But at least Gunn's got the love of a good woman... unless she finds someone else more appealing. Gunn notes that it's her choice. Angelus smirks - has it come to that already? Not like it's a surprise, though, after Professor Seidel. Gunn is shocked that Angelus knows about Seidel, but Angelus is still smirking. Even Angel isn't that stupid, he says. But he promises not to reveal Fred's deeds. Gunn blurts out "She didn't..." and Angelus whoops in the cage An exuberant Angelus is pleased with himself, having gotten the confirmation he was looking for that Gunn was the one who did the actual killing. Gunn says he did what was necessary –and Angelus muses that you'd think Fred would have some appreciation, but no, she goes running to the other guy. "I guess, when you think about it, for the first time in your life, you just weren't dark enough."
Gunn’s hand tightens on the trigger of the flamethrower and he sends a
blast of flaming gasoline into the cage. Angelus backpedals, avoiding
being incinerated by mere inches.

Angelus laughing : “Maybe there’s hope for you, after all, Chuck.”

The Hyperion – Office – Night

Fred and Wesley review their research and having no luck finding a way to get Angel's soul back in his body. The gypsy curse won't work because the soul's in a jar on this plane, and hasn't moved on. Wes suggests they'll get through the way they always do - skill, perseverance... luck. Fred isn't so optimistic. Wes changes the topic, over to Gunn. He asks Fred to tell Gunn that he never wanted to fight, but Fred tells Wes that she and Gunn aren't together anymore. Wesley is taken aback by the news, and doing a great job of covering his elation. He asks if it's because of what he did, and Fred says it's been coming for a while. Wes moves in, and speaks a few soft words. He leans in as if to kiss her but Lilah and Cordelia enter, interrupting. Fred turns away, back to the books. Lilah asks if they've come up with anything. Wes says he's made some progress in his cross-referencing materials but there's no way to know how long the process is going to take to complete. Cordy observes he said he'd made some progress, at least that's good news. Lilah notes "It sure looks like he's trying" and glances at Fred who looks away, embarrassed. Fred shoots Wes a guilty look. He decides to relieve Gunn on guard duty, see if he can get any additional information out of Angelus. He leaves the office. Lilah asks what's next, consulting a Ouija board?
The front door opens and Fred’s eyes light up as Lorne enters. Fred asks if he's had any luck with his contacts, but there's been none. Spying Lilah, Lorne asks, "What in the hell is succu-bitch doing here?" Cordy notes she's still trying to figure that one out too. She asks what Lorne picked up. He says he spoke to the few contacts he has that are still in town but nobody has heard anything about Angel's soul. Lilah suggests they forget about Angel. If they want to kill the Beast and get to whatever it works for, they have the answer locked up in a cell in the basement. Cordelia asks her if she has any idea what Angelus would do if they let him out. Lilah flippantly answers, "Kill you all in a shower of bloody violence, but hey, greater good!" Cordelia figures there's a better way. Lilah wonders if she's going to suggest they join hands and sing a hymn together. She reckons that might be difficult when "the Beast is ripping your guts out." Lilah heads for the stairs with a pronounced limp. Cordy follows her up the steps, saying she knows things look bleak, but... Lilah cuts her off with "Don't go all Watchtower on me, Saint Cordelia, I don't think I could stomach it." She doesn't even turn around.

Cordelia : “ Man, I’d love to punch your face in.

Lilah stops and turns with a smile.

Lilah :” Are you trying to turn me on?
Cordelia :” You know what’s sad about people like you, Lilah? It all comes down to fear.
Lilah :”Fascinating. Now that we’ve got that settled…

She turns back to the stairs.

Cordelia : “You’re too scared to believe in anything because you’re too scared to hope. You won’t even open your eyes to the possibility.
Lilah laughing : “ You don’t get it, do you, twinkie? I’m what I believe in.
And you think I got this far by sticking my head in the sand? The Beast that eviscerated me has a boss and that boss is going to end life as we know it and nobody is coming to save us! Not Angel, not the Powers That Be and not the Forty-damned-second Cavalry! So if anybody has scales on their eyes…”

Cordelia suddenly tips her head back briefly, her eyes turn milky white.

Lilah :” ….. it would be you.”


Back to the Basement

Wesley stands guard over Angelus with a crossbow. They both look up as Fred descends the stairs. She tells them Cordy had a vision, she knows how to re-ensoul Angel. Angelus laughs, "I guess The Powers saw how bad you guys suck." Fred reckons they're doing better than he is. Angelus appreciatively notes she's showing a bit of pluck these days, she's "not the same, shy bitch-cow we pulled out of Pylea."
Fred : “There’s only one bitch here and I’m looking at him.”
Angelus slides up to the side of the cage and tells Fred it's a good thing she's changed, because now she can go for the real prize. He looks Wesley up and down like a side of beef and notes that, if he swung that way, mmm ; going on how Wes is so rugged and handsome, he's damn near perfect. Wes curtly thanks him and heads upstairs with Fred, but is stopped on the way by the words from the cage: if he hadn't been shagging Lilah for the past six months, that is. Tends to tarnish the perfection a bit. Fred stops and stares at Angelus, incredulous, then notices Wesley’s expression. He tries to get a few words out, but Fred says it isn't her business, and goes up the stairs. Wes watches her go. Angelus chuckling in his cage.

Griffith Park – Forest - Night

Gunn and Connor dig a large hole in the woods.
Connor : “ Are you sure this is the right spot?”
Gunn : “ Well, the landmarks look like what Cordy described in her vision.

They're digging up the body of a Soul Eater, buried by the Chumash people.
Cordy envisioned that they need this Soul Eater's head for the ritual. They unearth the coffin, and as Gunn is prying up the lid, a hand shoots out of it and chokes Gunn. Connor stabs it and they retreat a bit. Gunn suggests they get the head and get out while they can. They go back to find the box empty,

Gunn : “Okay, this thing is really starting to piss me off.”

He whips around just as the soul-eater attacks from behind. He throws several punches, none of which connect. The creature moves so fast, it’s a blur, dodging and weaving, then striking, sending Gunn reeling to the ground. Connor swings his sword but it’s too fast for him, too. He ends up on the ground on his back while the soul-eater melts back into the shadows.
They look around as the creature circles them with blurring speed. It attacks again, backhanding Gunn. Connor tries to strike it with his sword but never lands a blow. The creature bats the weapon aside and seizes Connor, forcing him to his knees. A yellow glow emanates from Connor’s chest as the creature starts to drain his soul. Gunn stands up, sword in hand and severs the creature’s arm, breaking its hold on Connor, then whips the sword around and decapitates it. Connor lies on his back, gasping in shock. The eyes in the soul-eater’s disembodied head snap open and its body starts writhing on the ground. Gunn raises the sword and brings it down over and over, chopping repeatedly. Finally, it lies still. Connor compliments him on the job well done. Gunn accepts the compliment with, "Yeah, sometimes ya just gotta keep whackin'". Connor wonders if the ritual is going to work. Gunn retrieves the severed head and notes it had better work, they'll need Angel if there's really something worse than the Beast yet to be dealt with.

Subterranean cave - Night


The Beast kneels before a primitive altar in a cave lit with burning torches. He has set up a little ritual of his own. . He holds a dagger, made from his own bones, as an offering to some greater power he's done all this work for.

The Hyperion – Office – Night

Lorne and Wesley sit at the counter as Cordelia and Fred enter carrying strangely formed conglomerations of wood, bone and feathers. They have seven talismans built to the specifications of the vision. Fred says she hates the job sometimes. Cordy agrees that digging through dumpsters for week old Buffalo Wings isn't high on her list of fun things to do. Fred holds up a set of claws and suggests Cordelia try scavenging road kill for "three sacred talons." Cordy notes she never has "happy puppy visions", it's always "bones and death and –" She shudders as Gunn and Connor return with the soul-eater’s head. Connor holds it up, then sets it down on the counter with a nauseating squelch. Wes looks at it, noting it appears to be "fresh." Gunn answers that they "moved up its expiration date" as he nudges Connor, they both chuckle at the private joke.
Cordelia shuts her eyes and concentrates.

“I just see the skull. It doesn’t have any… you know, parts.”

Wesley : “Right. (to Connor) Take it to the kitchen and remove theflesh and soft tissue.
Connor and Gunn exchange a glance, then he picks up the severed head with a sigh and they both head for the door as Lilah comes down the stairs noting things are a lot like being at W&H. She adds, "except suits by Liberace" as she looks at Lorne sitting behind the lobby desk. Lorne asks Wes to remind the "walking infection" that he hasn't forgotten she had a hole drilled in his head, and though he can tolerate her presence, he'll "smack her down" if necessary. He leaves. Wes tells Lilah he figures she'd have left by now. Lilah says she would have, but since it's Thursday and everyone who would have been in the weekly meeting is dead -- Wes realizes Lilah has nowhere to go. She scoffs at that, saying she's sticking around just to see it proven that The Powers are "all hat and no cattle" and if not, then "braid my hair and call me Pollyanna." She informs him the positive to being in it for herself is that she's always on the winning side.

Fred enters from the back office, her discomfort with Lilah evident as she avoids eye contact and tells Wes Cordelia has a question then she looks away, then walks out.

Back to the Basement

Wesley sets the skull down in the center of a ritual circle on the floor in front of Angelus’ cage. Connor kneels to Wesley’s right while Fred lays down sticks in a runic pattern across from him. Cordelia, Gunn, Lorne and Lilah stand nearby watching. Angelus is talking, trying to convince the gang that this is a terrible idea. He says using black magic is insane, an act of desperation. They'll never be able to stop the apocalypse anyway.
Cordelia holds the vial over the center of the circle and pours blood onto the skull
.
Angelus : “ The last thing you smell will be each other’s blood.”

Fred : “ That’s your opinion.”
Lilah :” You tell him, honey.”
Fred : “ You shut your fat mouth.”

Lilah rolls her eyes and Angelus chuckles.
Angelus : “Look at you. Heroes. So tangled up in your own crap, you can’t even find the world to save it.

Cordelia :” Does everyone have their talismans?

Everyone holds up the bundles of bones and feathers. Cordelia goes over
to the cage and stands before Angelus.

Angelus :” Hell, even Angel knew you never stood a chance. You want to know why he really let me out? Because he finally gave up. He knew you were all too weak and selfish to
stop what’s coming. He gave up his soul because he gave up on you.
Cordelia : “Right. Bye-bye.”

She throws a handful of sand on him to initiate the spell and Angelus is hurled across the cage and slams into the wall. He struggles to his feet, gasping, as Wesley starts the incantation. Angelus gets up, telling them not to fool themselves; The flames on the candles shoot high into the air. Angelus cries out he will be around long after their corpses have rotted. The entire hotel shakes and creaks around them. Wes keeps chanting. Angelus screams and doubles over in pain as a glowing wispy-white cloud rises from the center of the circle and snakes toward him The cloud encircles Angelus and lifts him off the floor. He moans in pain
as the glowing energy envelops his body. The soul-eater’s skull explodes
and the energy disappears. Angelus drops to the floor, stunned..
Cordelia calls, "Angel?"
He looks weakly at the gang and says he's sorry. Lorne figures the spell worked. Connor isn't so sure. Angel hesitantly tells Fred he remembers attacking her when she brought the blood. She nervously tells him she's fine. Cordelia says the spell worked, she can "feel it." Wes wants to be sure. Gunn suggests they get Lorne to read him. Wes asks Angel if he knows what's happened. Angel says he's back, he remembers something else, something worse -- Wes confirms there is something worse than the Beast and they'll need to fight it but first he has to sing for Lorne to prove he's really back.

Angel : “Oh, right. (clears throat; sings) Raindrops keep falling on my head…”

He keeps humming the tune as Lorne breaks into a huge smile. Lorne happily states that the aura is completely different and sounds like soul. He kisses Cordy on the head, thanking her and the Powers. Connor flatly states, "He's back."
Fred wonders if they can let him out. Angel would prefer to stay in the cell, telling them they don't know if the spell is permanent. He prefers to remain locked up until they're sure, to keep the others safe. He reckons he can give directions from there starting with "No more back-biting, fist fighting, fraternizing or vengeance." He expects everyone to focus on what's important, getting out alive. He says everything Angelus told them was a lie, he hasn't, and won't, give up on them. They'll get through it together. Lilah laughs to herself at the corniness of his comments and wonders why W&H didn't crush them years ago. Angel instructs Wes and Fred to see what they can find in Lilah's books, Lilah to earn her keep and make coffee, Lorne to check out real estate considering whatever is coming may be looking to lay down roots, Connor and Gunn to patrol, save who they can. Cordy stays behind. He starts to give her an assignment, but she cuts him off, explaining that she won't take orders from a guy locked in a cell. He says he's concerned that the spell is temporary, and he won't allow Angelus loose. Cordy says he's just doesn't want to look anyone in the eye. He wonders how he can, and Cordy says he just has to go and do it. He worries, she says, that they don't understand Angelus and he are separate, but they do. Angel is worried the spell may not hold. Cordy tells him he's needed badly the way things are going. He might be the only hope they have. He wonders how he faces the others. She takes out her keys and opens the locks. The door opens and he steps out. She slips the keys back into her pocket and takes his hand, looking up at him meaningfully.

Cordelia :” You’re not Angelus.
As she turns to lead him up the stairs, he yanks her violently back toward him. She screams at the sight of his vamped face.
Angelus : “ Guess again.”
Thinking quickly, Cordelia kicks Angelus in the gut and decks him with a right hook, knocking him away from her. She runs into the cage and pulls the door shut, locking herself inside. Angelus reaches through the bars and seizes her, yanking her forward and slamming her head into the steel. She drops to the floor, unconscious.

Angelus :” Stay down!”
He heads up the stairs, his face shifting back to normal with a grin of anticipation.

The Hyperion – Office – Night

Fred flips through ancient parchments, continuing her research. She hears a noise and turns to find Angelus in the doorway. She is startled and he apologizes for that. Fred thought he was going to stay in the cell for a while. He says Cordy let him out, he asked her to. He tells her "never mind" he turns to go but Fred stops him. His back to her, he grins knowingly. Fred tells him she's sorry for being nervous. She knows he's been through a lot as well. Angelus turns back to her, his expression innocent once again and says he understands it's been stressful, and that he could "use a drink." That unnerves Fred. He notices and tells her that's what he was afraid of, that forever more when she looked at him she'd only see an "evil thing." She assures him he's her friend, what's done is done. He appreciates that and asks for a hug. The sound of breaking glass echoes from elsewhere in the hotel. Fred turns, wondering what it is and when she turns back, the room is empty. Angelus is gone.

The Hyperion – Lobby - Night
Wes looks down at the remains of a tray of coffee cups, broken, on the floor , Lilah looks on and sheepishly admits her tendency to rebel when required to. Wesley looks up as Angelus walks in. Wes says he thought Angel was going to stay in the cage, but Angelus says that Cordy talked him out of it, and he's got a mission now. He grabs his coat as Gunn and Connor descend the stairs and enter the lobby. Connor wonders what that might be.
Angelus : “Too dangerous, son. I’m afraid you can’t go with me. I have to go save the world.”
He pauses, then walks out the door with a flourish. Lilah rolls her eyes as Fred comes out of the office and looks up at them, confused.
Fred : “ So has anyone seen Cordy?
They all look at the monitor and see Cordy lying on the ground.

Some time later
In the lobby, Wes, Gunn, Connor and Fred stock up at the weapons cabinet as Cordelia holds an ice pack to her head. Cordelia doesn't understand why the spell didn't work. Gunn wonders if she'll be okay there. She assures him she and Lilah will be fine, the others should go. Fred reckons Angelus will be looking to feed. Wes thinks the only advantage they may have is that Angelus might think they need to capture him alive. He doesn't see that as an option any longer. Gunn notes that Angelus is loose because they brought him back, it's their job to fix the mistake.

Wes tells the others to take whatever shot they get. Lilah likes the sound of that as she loads a clip into her gun.

Fred isn't sure she'll be able to kill him if it comes to that. Gunn is sure she can do what's necessary. Connor anxiously urges the others to get moving, while the trail is fresh. Cordelia and Lilah remain behind as everyone heads out on the hunt.

Los Angeles – Night

Fires burn everywhere. Chaos reigns. Vampires and demons prowl the streets, picking off anyone they can find.
Angelus makes his way through the carnage, shaking his head in disgust.

Angelus : “ It’s like shooting fish in a barrel. Where’s the fun in that?”

He grabs a man sitting on a bench only to find he’s already dead. He drops the body as a little girl runs past. He seizes her and holds her up only to find she’s a vampire.

Angelus : “ What happened to pedestrians? Human pedestrians? Is there no fast food left in Los Angeles?”


The Hyperion – Lobby – Night

Cordelia sits on the sofa, dejected, the ice pack pressed to her head. She tells Lilah Angelus let her think setting him free was her idea. Lilah sarcastically notes the genius of evil. Cordelia says first the Beast, then Angelus, now something worse. She thought the spell was -- Lilah offers, "Divine intervention?" She assures Cordy her odds are better at winning the lottery six times in a row. She knows, she had the numbers calculated. Cordelia says it all just makes her question…

Angelus : “What’s it all for, huh? I would, too, if I were about to die.”
Lilah and Cordelia look up at the balcony and react as Angelus leaps off of it toward them. Lilah raises her gun and fires as Angelus somersaults to the floor. He’s too quick and the rounds impact harmlessly against the far wall. She drops the empty gun in frustration as Cordelia raises her crossbow and fires. Her aim is true and the bolt flies directly at Angelus…
but he catches it in mid air.

Angelus :” This time…””
He whips the bolt back at her and it embeds itself in Cordelia’s thigh. She
drops to the floor with a scream.
Angelus :” …you stay down! (to Lilah) As for you, luscious thing, I
mean, you were going to let me out of that cage so, let’s see, I’ll give you a 10-second start? Ten, nine… “
Lilah doesn’t hesitate. She bolts down a side corridor and out of sight.
Cordelia reloads the crossbow and fires another shot at Angelus, but misses, hitting the wall instead. He tells her not to be jealous, he'll "save the good stuff" for her. He smiles wickedly and walks off down the hall.

Los Angeles – Streets – Night

Gunn’s truck moves slowly down the ravaged street with Connor
running out front in the lead. He comes to a stop and the others get out
and meet up with him. Gunn wonders how it is the scent ends there, perhaps someone picked him up. Connor observes he'd go where he could do the most damage. Wes realizes that doesn't necessarily equate with densely populated.

They all realize it when Fred does, Angelus doubled back to the hotel. They rush to the truck.

The Hyperion

Angelus moves through the darkened corridors, hunting Lilah ; calling her name in a sing-songy fashion.
Lilah tries to stay ahead of him but she’s moving slow, her side giving her
pain. She ducks into the shadows as he moves past further down the hall. She waits until he’s out of sight, then comes out of hiding and limps in the opposite direction.
Angelus pops up behind her from around a corner. She raises her axe to strike but he easily wrenches it from her grasp and knocks her to the floor. Angelus tells her he had high hopes for her, they could have been a great team. Lilah offers that's still a possibility. Angelus is more interested in the new "big scary" in town, figuring Lilah is irrelevant now. He notes he's a "winning team" kind of guy and with the shortage of human food, she's lucky he's let her live this long. He leaps to attack her and she raises her legs, using his own momentum
to hurl him up and over a nearby stairway banister. Angelus tumbles head over heels to the bottom of the stairs as Lilah struggles to her feet and pushes a supply cart down the stairs on top of him, then immediately turns and limps down the hall in the opposite direction as fast as she can.
Suddenly a hand shoots out of the shadows and seizes her by the throat,pushing her up against the wall.

It’s Cordelia.

Lilah looks at Cordy, says Angelus will kill them both. "I know," says Cordy and whips out the Beast’s dagger and drives it through Lilah’s neck in one smooth motion, then drops her lifeless body to the floor. Cordelia looks into Lilah’s sightless eyes and sneers.
“Why do you think I let him out, you stupid bitch?”