A corridor in the Hyperion
Angelus walks along the corridor and finds Lilah's body. He's upset because he didn't kill her and missed `the fun`.

Wesley and Gunn are searching the hotel for Lilah. They turn a corner to find Angelus holding Lilah's body having obviously drunk from her. Angelus tells them it isn't what it looks like, but Gunn throws an axe at him. Angelus says he'll catch them later and dives out of the window. Gunn rushes to the window leaving Wesley staring at Lilah's body.

The foyer of the Hyperion
Fred, Lorne and Connor are tending to Cordelia's wounds. Gunn runs down the stairs and tells them Angelus killed Lilah. Cordelia says, "it's started".

Opening credits

Main

A corridor in the hotel
Cordelia, Fred and Lorne watch as Gunn and Wesley cover Lilah's body with a polythene sheet. Connor is looking out of the window where Angelus escaped. He's annoyed that they aren't going after Angelus, but Wesley says there's no need as he'll be back. Fred wonders how they know and Cordelia tells her it's because they are the ones he wants to hurt, the people closest to Angel, but Connor wants to dust him before he gets the chance. Wesley says that's the kind of reckless thinking that let him double back and kill Lilah.

The gang tries to work out what to do if Angelus comes back and Lorne suggests they use the sanctuary spell he used at Caritas that stops demon violence. Connor complains that they rely too much on magic, which makes Fred wonder what went wrong with the spell to bring Angels soul back. Gunn is more concerned about how Lorne was fooled into thinking it was Angel and not Angelus. Cordelia says not to blame Lorne; she was the one who let Angelus out. Connor thinks they should destroy Lilah's body in case she was turned and Wesley says he'll do it.

A bar

Vampires are in the bar, some drinking humans, when Angelus walks in and goes to one of the vampires and whispers something to him. Two vampires are playing pool when one of them says, "Isn't that?" and the other replies "Yeah" as they watch Angelus. He then turns to those gathered in the bar as it all goes quiet and says "That's right brothers and sisters, the rumours are true. Angel has left the building and I am back".
There's a round of applause from the others in the bar. A female vampire goes up to Angelus and asks if he remembers her but he doesn't. As she talks he gets annoyed and stakes her saying, "Everybody wants a piece of you".

Angelus goes over to a demon. The first vampire he spoke to pointed him out as knowing where the Beast could be found. The demon is very impressed to be talking to Angelus but doesn't know where the Beast is. A vampire standing nearby says he's seen the Beast a couple of times. Angelus tells him to show him where.

The Hyperion basement
Wesley is preparing to dispose of Lilah's body when she starts talking to him. She says it makes his life simpler now that she's gone. That he hated himself for being with her. She gets up from the table and tells him he's free of their relationship. He denies they had a relationship but she says he knew how she felt. He replies she couldn't feel and shouts at her that she didn't love him but she says they'll never know now.

The Hyperion
Lorne is on the telephone to the Furies. They are giving him the sanctuary spell and it's ingredients. Connor wants them to hurry up and do the spell so that they can go and kill Angelus. Gunn points out that Wesley said they shouldn't go anywhere until they know what they have to do but Connor says he knows what to do because Angel told him, if anything went wrong he should kill Angelus. Lorne says, "Now you listen to him".
Fred points out that Angel's soul is still out there somewhere and they can bring him back but Connor wants to know how many people have to die before they give up on that plan. Cordelia asks Connor how many people will die without Angel to save them, but Connor says there's no going back and Angelus has to be destroyed. Cordelia tries to stop him from leaving then faints. Connor takes her upstairs.

Gunn tells Lorne they aren't going to be able to stop Connor from killing Angelus but Lorne says he's more likely to die trying. Gunn says they can't control him, but Lorne points out that apart from Angel nobody could.

Northern California women's facility
A guard shouts that a prisoner is coming out. Electronic doors open and out steps Faith.

The prison yard
Faith is doing chin ups on a bar when she is attacked by another prisoner armed with a fancy knife. She warns the prisoner to think twice about what she's doing but the prisoner says it's nothing personal, she's doing it for the money. Faith knocks her out then makes sure the guard knows it was self-defence. He saw it all, and when Faith questions this he tells her it took them by surprise, anyway who'd be stupid enough to try to take her out.

The Hyperion basement
Wesley is still sitting looking at Lilah's body. She's standing beside him talking to him. She tells him the reason he's having such a hard time disposing of her, to the point of imagining her there, is because he couldn't save her. He says he saved her from the Beast, but she replies he couldn't save her from herself and help her find redemption. She tells him it's too late for her and that he should get it over with, her body won't dismember itself. He tells her he's sorry, but she says people like them don't have that word in their vocabulary. As she continues speaking he beheads her and her imaginary self goes quiet.

A dark warehouse
Angelus walks through the warehouse. He says "is this how you treat an old friend? Kill the chick I was chasing, then lure me here with the scent of her blood?"

The Beast appears saying they were never friends. Angelus agrees but didn't think the Beast would still want to fight after two centuries. The Beast says he would like to crush Angelus's skull, but that wasn't why he brought him there, his Master requested it. Angelus spots a stone knife lying on a packing crate and asks if the Beast made it for `Daddy`, but the Beast tells him not to touch it. Angelus says he can see that he put a lot of himself into it.

The Beast tells Angelus that everything was done to bring Angelus to his master and to keep him there. Angelus wants to meet the big brain but the Beast tells him he will take his orders from him. Angelus says he won't take orders from a flunky and he doesn't like being kept in the dark, figuratively speaking anyway. The Beast attacks him, but Angelus dodges and calls him names, then he tells him that when his master is ready to step out from behind his skirts he'll be waiting, then he leaves.

Cordelia steps out of the shadows and tells the Beast off for the way he handled Angelus. She tells him she hasn't spent all this time and energy to have him mess things up with his petty jealousies, as Angelus is crucial to her plan. She says he'll come round and if he doesn't the Beast can pull off his head. Then she kisses the Beast saying "Give Momma some sugar".

The Prison
When Faith walks into the glass partitioned visitor's room she finds Wesley waiting to see her. He tells her there's a lot going on and they need her. She says she's kind of unavailable until her parole comes up and that Angel will shine through in the end like always, but Wesley tells her he's gone, Angelus is back. She warns Wesley to stand back from the glass, then dives through it, fights her way out of the room, grabs Wesley and dives out of a window.

Wesley's car
Wesley fills Faith in on what's been happening, Angel has a son, Cordy was a Divine Being, etc.

Faith says she's not going to kill Angelus because Angel's the only one in her life who never gave up on her. Wesley knows this and tells her that's why it had to be her. Then he asks her if she's up to the job or if she's a little rusty. He stops the car and when they get out three vampires attack. Faith kills two of them and the third runs away when he realises that she's a slayer.

The Hyperion
Connor is practising with a sword while Gunn paces about. Lorne tells him to relax because the spell is in place but Gunn says they have to be ready if Angelus comes back. Wesley walks in and says, "We are now".

Faith is impressed with the hotel. Wesley introduces her to the others but Cordelia is not happy to see her. When Faith takes control and starts giving orders on what everyone has to do Connor isn't happy that he can't kill Angelus but seems very impressed when she puts him in his place about what he is and isn't to do. Cordelia is not happy with his reaction to Faith.

A street
A girl is running away from two vampires and she runs into the arms of Angelus. He tells her he's got her now and she says she doesn't know how to thank him. He tells her to scream for him as he vamps out. Just as he's about to bite her he overhears a new vampire telling the other two that there's a slayer in town and the girl escapes.

A phone booth
Angelus phones Sunnydale and asks Dawn if her sister is at home. When she says she is, he hangs up the phone and says, "It's the other one".

A street
The gang are walking along fully armed. Connor is watching Faith. He tells her he was told about vampire slayers, then asks why they're always girls. Faith says she doesn't know, "Better at it I guess".
"You haven't seen what I can do" he boasts.
"Let's not." replies Faith.

They come to a chain link fence and Connor tells them Angelus was just there. They climb through a hole in the fence and Faith tells them to keep their eyes and ears peeled and not to do anything until she says. Just then a vampire jumps off a crate and Connor beheads him. Faith grabs Connor and when he says the vampire was attacking she says he thought it was Angelus and that if he couldn't follow orders he was no good to her. She tells Gunn to take Connor back to the hotel, but Connor puts up a fight. Faith gains the upper hand and pulls a crossbow on him. She says "I get it, you're a super being. But are you a murderer? Because I am. If it comes down to you or Angelus you haven't shown me a thing to make me want to take your side".
Connor backs down and walks away, while Gunn is very impressed.

A warehouse
Wesley wants to know how Faith will find Angelus without Connor, but Faith says he's not the only tracker and something will turn up. Just then they see a huge banner on the roof with `Welcome Faith` on it. Wesley is annoyed they've lost the element of surprise and says they'll have to hit Angelus from two sides. When he looks round Faith is scaling the wall to the banner.

Wesley is hit by a vampire who is protecting his `buddy` Angelus. A second vampire takes Wesley's weapon off him.

The rafters of the warehouse
Faith is hiding in the rafters when Angelus calls out to her. He says she's looking great but that they haven't actually been introduced. She suggests he comes out and gives her a kiss but he says she should come to him. As she hunts for him his voice gives her hotter/colder directions until she finds him. "Smoking hot, but then I guess you know that".
Then he says "Honey, I've brought a guest home for dinner" and the Beast steps out.

The Beast wants to know what Faith is and Angelus tells him she's a slayer and she's there to mess up the Beast and his boss's plans, and asks what he's going to do about her. Faith shoots the Beast, which doesn't stop him, and they fight. Faith really lays into the Beast who just stands and takes it for a while then he punches her and knocks her through a wooden crate. The fight continues but Faith is being badly beaten.

Outside
Wesley is fighting the two vampires.

Back inside the warehouse
The Beast is still beating Faith while Angelus makes comments to both of them. When Faith can barely stand Angelus says someone should break up the fight.

The Beast isn't impressed with the power of the slayer. He says his master is far more powerful. Angelus steps up beside the Beast and stands with his arms folded. He says that the only thing that could do the Beast damage is himself, or maybe a part of himself. He unfolds his arms to reveal the stone knife the Beast stopped him from touching earlier and stabs the Beast in the back with it. The Beast knocks him away and tries to reach the knife but he can't. Angelus sits on the floor enjoying the show as the Beast tries to get the knife out of his back, then light appears through his skin and then pours from him in a column going up to the sky and the sun returns.

Outside
The vampires fighting Wesley explode in flames when the sunlight hits them.

Back inside the warehouse
The Beast shatters then turns to dust. Angelus isn't amused that killing the beast actually brings back the sun, he thought Angel was imagining that. He goads Faith that he used the Beast to soften her up for him. She grabs some chains that are hanging from the roof on a pulley and pushes them at him but he dodges easily and gloats about her missing, but the chains go through the big window behind him and the sunlight pours in forcing him to dive out of the way while she sits on the floor in the middle of the pool of light. He says he'll have to give her a rain check on killing her and walks away into the shadows saying "catch you later".

The Hotel garden
Lorne and Fred are looking up at the sun when Gunn and Connor arrive back. They want to know what happened. Connor thinks Faith fought the Beast and defeated it. Gunn says that if she can take out the Beast she'll easily get Angelus back.

Cordelia's room
Cordelia is looking out the window. She isn't happy especially when Connor comes in gushing about how great the slayer is. "A weakness for slayers. You're definitely his son," she says.

Cordelia has something to tell Connor. They're having a baby. She puts his hand on her stomach but Connor isn't happy. Cordelia tells him they are connected forever now, then kisses him.

End credits