Previously on Angel: Gunn and Fred as Gunn pushes the professor's body into the portal; laying in bed, not touching; Fred talking to Wesley; Gunn getting in Wesley's face; the Beast doing his thing and starting the rain of fire as Cordy vo's; Angel watching Cordy and Connor; the Beast speaking to Angelus; Angel insisting he doesn't know the Beast; Wao-Pang and the Muo-Ping; Angel on the table in the cage, eyes opening, and Cordy whispering "Angelus."

Close up of a bound stack of newspapers, the top bearing an article reading "Crime Wave Shuts Down City". Hands grab it; Connor uses the bundle to knock aside a vampire. he's fighting a group and pretty much holding his own until two of them grab him and the third advances threateningly. Connor dryly asks if they're from out of town; the advancing vamp replies they're from Tuscon. Connor kicks him, frees himself, releases a wrist-bound stake and dusts one, then another, and finally the last. He looks down. "Tourists." As he gloats, more vamps emerge from the darkness. He sighs, looking weary.

Fade to the office at the hotel. Wesley is opening the wall safe as Fred murmurs about how seeing Angel's soul unnerves her. Cordy is holding the Muo-Ping. (WATCH! Cordy looks up once, a micro-expression of disdain crossing her face as Lorne reassures Fred that it isn't permanent. By the time Wes takes the bottle from Cordelia, it's gone and she's back to slightly nervous Cordy.) Fred mutters "Don't drop it" as Wes sets it gently in the safe and closes it. The gang muses over what they've done, and Cordy re-emphasizes how dangerous Angelus is, with Wesley agreeing. Wes reminds everyone that Angelus's number one priority is escaping so he can slaughter them, and Cordy muses that they're Angel's only link to humanity and that Angelus will hate them for that, and want to make them suffer.

Wes cautions everyone about being careful, as he prepares to enter the basement, saying that whatever Angelus has got, Wes won't see it coming. The camera fades and pans to the dark of the basement, into the cage where Angelus sits in a corner, singing absently (and tunelessly) to himself a creepy little tune ("If you go into the woods tonight, you won't believe your eyes/If you go into the woods tonight, you're in for a big surprise...").

Opening credits.

Flash open to the sun, still covered in darkness. Wes comes down the stairs to find Angelus standing in the shadows, waiting. They exchange quiet, barbed pleasantries. Wes gets a chair and settles in, buttering up Angelus. Angelus is very aware of what Wes is trying to do and pokes fun at it. He's toying with Wesley and in complete control of the conversation despite the distance and steel bars between them.

Wes asks why Angel doesn't remember the Beast; Angelus doesn't know, and takes a turn asking his own question. He wants to know what's up with Angel and the "Raiders of the Lost Ark". Wes is confused my the reference to the movie, and Angelus elaborates on Angel's fantasy ("caves, booby traps, the requisite phallic sword..."). Angelus taunts Wes, knowing that he wants to impress "the girl" with his heroics. He moves toward the front of the cage and grabs the bars with a startling CLANK, taunting Wes with a very vivid visual of what he thinks Wes wants to do to/with Fred. (Angelus's expression really creeps me out here. *shudder*) Wes tries to pretend he's not rattled, but Angelus's sudden move startled him into jerking on the crossbow he holds in his lap. Angelus ignores Wesley attempting to re-steer the conversation back to the Beast and continues to muse about Fred, bringing Gunn into the conversation, and saying that Wes's schoolgirl crush isn't a secret; upstairs, Fred, Gunn, and Cordy are watching and listening to the monitor.

Fred tries to defuse Angelus's remarks; Gunn glowers. "How 'bout the stuff that's true? Can we believe that?" Cordy remarks on how Angelus lies with the truth, that's what makes him so dangerous, and Lorne tries to console Gunn, who isn't really taking the advice to heart.

Back downstairs, Angelus finally tells Wes that all the digging they've been doing on the Beast has been in the wrong place. He refuses to tell Wes where else to look, saying it wouldn't be sporting. Wes tries to goad him into revealing something; Angelus cooly replies that Wes has no leverage, what's he going to do? Kill him? Wes replies that he will, if he has to. Angelus smirks. Wes continues that they'll just put Angel's soul back if Angelus won't talk, and be no worse off than they were; Angelus laughs. "Making you a failure- AGAIN."

Wes snaps that Angelus can rot down there, and starts to walk away; Angelus continues his taunting. "Nice stamina, Wes! No wonder Fred's not interested..." Wes discounts Angelus' connection to the Beast, and again, Angelus ignores his baiting. He turns it around and shoots back that it must really eat Wes up, seeing everyone flock to Angel's banner. Wes claims he does his part, and Angelus brings up how Wes let Lilah suck Lorne's brain, and then congratulates him on Faith- "She turned out to be a peach." Wes stalks across the room, bringing up Angelus has gotten his soul back twice and saved the world several times in the process, and no one is perfect.

Angelus ignores him and smoothly continues where he left off, bringing up Wes's abduction of Connor. Wes defends his actions, but Angelus is not having any of it; he claims Wes has no concept of the bond between father and son since his own father is ashamed of him. Wes shoots back that Connor is ashamed of Angelus, it's "the universe's way of maintaining order, I guess."

In the cell, Angelus shudders. "Twerp really gives me the creeps. You?"

Wes ignores him and brings up Cordelia's vision of Angelus and the Beast in the field. Angelus grins and starts talking about Cordelia. "Now THERE'S a rack to write home about. Too bad about the personality, though- yap yap yap yap yap..." He makes fun of her comments about how she couldn't be with Angel ("You ate babies!"). Upstairs, the gang continues watching. Gunn starts forward to turn the monitor off; Cordy stops him, saying she's okay.

Back at the cage, Angel wonders which is worse- stealing his kid, like Wesley did, or banging him, like Cordelia. He continues on the imagery ("all that bumpin', and grindin'..") Fred starts to discount his ranting, turning to Cordy for affirmation that it's ridiculous, and catches Lorne shaking his head and making the international sign for "knock it off". Cordy looks at Fred, somberly, and Fred stumbles to a halt with a small, comprehension-dawning "oh".

Angelus snarks about getting a drink as Connor comes in the front door, bloodied and bruised. He tells them the vamps are coming from all over, there are too many to fight. Everyone is staring at him. Wesley comes up, and Gunn and Fred scurry off for the blood.

As the descend the stairs, Angelus drawls on, comparing them to Othello and Desdemona- "Oh wait, Desdemona wasn't in love with the other guy." Gunn glares, crossbow trained on the vampire as Angelus continues his depraved ramble. Gunn tells him to keep talking, he'll sweep out the cage when he's done, and Angelus mocks him. When Fred emerges with the glass of blood on a cart, Angelus starts breathlessly murmuring about how he hears her and Gunn at night, and the things that come out of her mouth... Fred calls Angelus a pig, and Gunn tells him to get back.

With a chuckle, Angelus does. Fred pushes the cart to the bars, Angelus reaches through for the glass- and kicks the tray into Fred. (Oh, come ON. Fred, you deserve to get strangled by Angelus if you're dumb enough to not get the **** away from that damn cage! Screw the cart!) She falls into his reach and he grabs her. Gunn, after visibly trying to think of something, drops the crossbow and tries to pry Angelus's fingers from Fred's throat. Angelus taunts him ("Come on Charles, save her! Save her, save her...").

There's the sound of a air gun and a tranquilizer dart sprouts from Angelus's bicep. He stares at it, releasing Fred, to look up at Wesley who's holding the gun. He shoots Angelus again, in the chest, and the vampire falls to the ground. Gunn makes sure Fred is all right, and Wesley reminds Gunn he played right into Angelus's hands, and to never drop his weapon. Fred clings to Gunn, still gasping for breath. Wes starts back upstairs as the pair embrace; a slight, pained expression crosses his face, and he turns and continues on.

Cordelia brings Connor a shirt; he puts it on a realizes it's Angel's. She offers to ask Lorne, and grinning, he says it's okay. He's preparing to go back out, and Cordy tries to dissuade him. He insists he just wants to get out of there, how everyone still looks at him like he's connected to the Beast. Cordy lets him know that's not it; they were all looking at him because they all know about the two of them, now. Connor seems relieved, and Cordy tells him to get some rest; Connor snaps that if she doesn't want to be with him, fine- but he doesn't want her telling him what to do. He's strapping on the wrist stake-holder.

Fred goes into the office and thanks Wesley for saving her. It's awkward, and Fred turns to make sure they're alone. She tries to blow off what Angelus said about how Wes feels for her, and that there's nothing wrong with it, but Wesley says there is. He crosses the room and slides his hand around the back of her head, pulling her into a kiss. She struggles for a moment, then gives in, then pushes him away.

Gunn comes strolling in, asking who's watching the monitor. Both Fred and Wes are conspicuously nervous, and Gunn immediately picks up on it. He bristles at Wes, and Fred tries to get him to leave. Gunn demands to know what he just walked in on. Fred tries to explain, but nothing comes out; Wesley growls that if Gunn wants to do this, to deal with him and leave Fred out of it. Gunn pounces, saying Wes is the one who should leave her out of it; Fred is aghast, "Hello, I'm here!", and Gunn snaps that he sees how Wes looks at Fred. He then turns on Fred and accuses her of running to Wes every time she needs help.
Gunn tells Wes to stay away from Fred.

As they continue to argue, Angelus wakes up in the cage. (Okay, continuity? Where are the tranq darts? It's not like he could pull them out himself- he was out cold, and I doubt Gunn or Fred cared to get close enough to yank them. ARGH! I *HATE* when that happens!) He listens to the shouting going on and smiles to himself, enjoying the fruits of the poisoned seeds of doubt he's planted. "That was fast," he chuckles to himself.

Back upstairs, Connor is leaving as Gunn continues to rail on Wes. Fred pushes Gunn into the lobby, still arguing with Wesley. Connor shoots them a cursory glance as he continues on his way out. Lorne and Cordelia come down the steps, Lorne urging them to stop; Gunn snaps at him to shut up, then carries on his tirade at Wesley. Fred rolls her eyes in desperation; Wes makes a snide remark about Gunn not being able to give Fred what she needs, and Gunn hauls off and punches him.

Fred shouts Gunn's name as the two go at it. Cordy, Fred and Lorne come closer, trying to break up the fight; Cordy says they're doing exactly what Angelus wants, and Lorne is trying to pry Gunn off Wesley, muttering "Oh fer the love of Mike Tyson..." (sorry, that line cracks me up). There's a scuffle, and Gunn draws back to hit Wesley again, catching Fred square in the jaw with his backswing. Fred goes flying, Wes hits the floor, and Gunn realizes what just happened as Cordy and Lorne crouch around Fred making sure she's all right. Cordy looks up at Gunn, then gets distracted by the monitor- Connor is slowly approaching Angelus's cage.

The two stare at each other. They exchange several one line, monosyllabic comments. Angelus tries to get Connor's goat but Connor resists until Angelus brings up Holtz. He prickles slightly, then relaxes; Angelus continues on his diatribe, monologuing on the "relationship" between Connor and Cordy. Connor calmly bring up the warnings that Angel gave him about Angelus, and finally says that "Angel is just something you're forced to wear. You're my real father." (Check out the tiny, malevolent smile on Angelus's face! *Shudder* Creepy.)

Angelus taunts Connor from inside the cage, saying he couldn't take him anyway. Connor steps closer, his foot on the red line- and Cordy comes down. She tells him to go upstairs, and after some resistance he goes. Cordy turns off the camera and approaches, calm and collected, staring Angelus down amidst his rambling.

She offers him a deal- he tells them everything he knows, they kill the Beast, he gets her. He's understandably dubious.

Back upstairs, Cordy tells the gang that Angelus is ready to talk but refuses to tell them how she managed it.

Wes goes down to the cage and Angelus starts telling the story of his first meeting with the Beast. The gang watches from upstairs. Angelus describes the massacre the Beast staged, the deal the Beast tried to strike to destroy the Svea priestesses from banishing the Beast. Angelus refused the deal, the priestesses showed up, and the Beast was banished. Angelus is unable to share the details of the banishing: "I was busy with the passing out."

The gang starts researching. Fred finds something in a book; as she passes it to Wes, in front of Gunn, she looks uncomfortable. Gunn sulks off and Fred watches for a moment as Wes looks through the book. When they decide they have the right text, Lorne wonders where they are and how fast they can get to L.A.; Gunn drops a phone book on the table and says they're about 25 minutes away in a suburb.

Wes, Cordy, and Connor walk up to a house, ring the bell. No answer. Wes knocks, then tries the door, its open. They trio go in and start looking around in the dark. Cordy seems to smell something, then looks all horrified; the family is dead, all slaughtered and strewn around the kitchen. Wes grumbles that they're too late again; Cordy and Connor debate how the Beast could have known what they were planning, maybe he and Angelus are communicating... Wes refutes that, saying the people have been dead for several days, it isn't possible that Angelus had anything to do with it.

Wes says to look around, then call the police; he finds a banishment incantation in the process. Connor is still staring at the bodies; he turns and looks at the calendar on the wall. A date is marked with a large red heart, the word's "Daddy's Birthday" clearly visible. Connor runs for the outdoors, puking into the bushes, Cordy on his heels. She tries to console him, contrasting the difference between demon and vampire and human death. Connor just seems to be more upset about the destruction of the family.

Several vampires jump out and attack. Cordy is knocked down; Connor dusts one, fights off another. Wes shows up in his SUV and Cordy and Connor jump in; they speed away.

Back at the hotel, Gunn, Fred, and Lorne are watching Angelus sing to himself in the cage. Wes, Cordy and Connor come in and tell them about the Svea priestesses; reluctantly, and with some bitterness, Gunn reflects that their plan is a bust. Cordy sighs that it's time to bring back Angel, and Connor skulks off. Wes murmurs that they'll need the shaman, and Cordy goes downstairs to talk to Angelus.

She tells him they found the Svear, all dead. Angelus is broken up, NOT. He chuckles and insists that she hold to her end of the bargain. She tells him that since his information didn't help, there's no deal.

Upstairs, Wes unlocks the safe where Angel's soul is kept.

Cordy informs Angelus that they're restoring his soul, and calls him a disease that Angel can't wait to be rid of. Angelus makes a lewd remark, then abruptly lunges through the cage.

His fingers are mere inches from Cordy, and she doesn't flinch. "Not even close," she murmurs, then goes upstairs, leaving Angelus to mutter to himself.

She walks into the office to findt The gang, silent and stricken. The safe is open- and the bottle with Angel's soul is gone.

Cut to credits.