A living room

A sick child is sitting on the sofa watching Smile Time on TV. When the child's mother leaves the room one of the puppets comes to the front of the screen and tells the boy, Tommy, to touch the screen. When he does, energy is drawn from him and into the puppet until Tommy collapses. His mother comes back into the room to find him lying on the floor comatose, with a weird smile on his face.

Opening credits

Fred's Lab
Knox brings Fred a file brought in by a courier. She tells him she's working on a case where children have been falling into a coma. She thinks it's caused by something mystical because of the expressions on the children's faces.

Wolfram & Hart
Nina steps out of a lift and walks into Angel. She's there to be locked in a cage for the 3 nights of the full moon. She still hasn't told her sister she's a werewolf. Angel takes her to the cells.

Gunn arrives and asks Harmony if she has the receipt from the County Clerks office, but it turns out he sent the wrong papers.

The Cells
Nina tells Angel she looks forward to seeing him. When he tries to get away, she asks him if he's doing anything for breakfast in the morning. He ignores the question and leaves.

Wesley's Office
Angel tells Wes that Nina asked him to breakfast. Wesley tells him that he should have seen the signs. When Angel doesn't believe him, Wesley tells him that this comes from the people who know, the ladies. Angel realises he's right but says he can't let anything happen because of the curse. Wesley tells him that if a beautiful woman finds him attractive and doesn't look at him as a sexless shoulder to cry on he should jump at the chance. Angel asks him who they are talking about when Fred walks in. She tells them she thinks they have a case. Both Angel and Wesley say "Thank God".

Fred tells them about the children and that she's looked at everything but can't find a link. Angel notices that they were all watching television when it happened. Fred says it could be a link so Angel says he'll look into it and leaves. Fred comments that Angel's jumpy and Wesley tells her that Angel's realised Nina has feelings for him. Fred just says it's about time and Wesley says Angel can be a bit dense. Then Fred tells Wesley that her car is in the shop and is about to ask him if they could go somewhere together, but he arranges a driver for her, much to her disappointment.

Angel's office
Lorne is telling Angel it's about time he noticed that Nina wanted "a piece of Angelcake". Angel wants to get back to work. Lorne realises that the children have all fallen into their comas at the time when Smile Time is on.

Smile Time offices
Angel goes to the offices of Smile Time, a kid's TV programme. As he's walking along the corridor he gets a strange feeling, but just shakes it off. He finds a filing cabinet covering a hole in a wall and goes through to find a corridor leading to a padlocked door. He breaks the padlock and finds a man sitting with a towel over his head underneath a large disc of some kind. The man says "You shouldn't be here" then the disc starts to glow and Angel is blasted backwards through the wall. When he climbs out of the rubble he has been turned into a puppet.

Fred's Lab
The telephone goes. Fred answers and it's Angel. She starts telling him about the case and he has to shout at her to make her listen.

Angel's Office
Fred, Wes and Gunn arrive at Angel's office and ask if there's a problem. Angel says, there is a problem and turns round in his chair so they can see him. They are all shocked but Fred thinks he's so cute! Angel tells them what happened, then suddenly realises Smile Time is on. He rushes over to the TV and puts on the show. Wes decides his stress levels are up compared to normal and that he's over reacting to things. Fred gets a full analysis run on the programme as it's being aired. Angel is ready to go to war but Lorne calms him down so Angel sends Gunn and Lorne to visit the guy who created the programme. He tells them to find out what's happened to the kids and to him and that his condition is classified. Everyone leaves.

Angel is watching Smile Time when his door opens and Nina comes in. He hides under his desk but she hears him and can't understand why he won't look at her. He asks her to leave and she does.

As Angel gets up from under his desk Spike comes in looking for a new car. Spike laughs at Angel being a "wee little puppet man" and Angel charges at him and they both go through the door into the corridor. Everyone is staring at Angel and he asks what they are looking at. Spike says they're looking at the wee little puppet man and Angel charges at him again leaving Spike flat out. Angel tells everyone he's a puppet but they still have work to do. Then he tells Harmony that Spike needs a car.

Smile Time Offices
Gunn and Lorne walk into the office of the Smile Time creator who is working on a puppet. He pretends to be nice, but when Gunn tells him they know what he's up to and they'll let the world know he tells them that he makes millions of children happy while they get guilty people off. Therefore, people will listen to him and won't want to hear from Wolfram & Hart. Lorne and Gunn leave. We then see that one of the puppets is working him with his hand up his back. The puppet takes his hand away and the creator collapses onto the desk. The puppet makes a phone call and tells the others he needs to see them as they have a problem.

Smile Time Offices
All the puppets are in the office. The main puppet asks which of them turned the CEO of Wolfram & Hart into a puppet. They say none of them did, that he must have been the one who broke into the nest egg. The main puppet tells the others that the process of draining the life force from the children has been improved so that in tomorrow's show they are going to drain all the children rather than one at a time. The children's life force is pure innocence and is worth a fortune in certain places.

The Cells
Angel goes to apologise to Nina for the way he treated her. He steps out and tells her he was turned into a puppet, which is "kind of embarrassing, plus my nose comes off". Nina asks him why he's bothered about what others think, he's a hero. Angel tells her that he's not good at noticing what's going on around him, but that he's getting better. Just at that moment werewolf Nina grabs him.

Wolfram & Hart
Lorne is walking along the corridor when Angel collapses in front of him. Lorne asks what happened and Angel tells him that Nina tried to eat him. Lorne picks him up and calls for a medic, then says "Is there a Gepeto in the house?"

Medics Lab
Gunn walks in to see the doctor who gave him the lawyer upgrade. The doctor checks him out and says the upgrade has almost completely reversed and that Gunn can't afford the permanent version. Gunn says he can't lose what he's gained and he's not going back to who he was. The doctor says he'll do a deal with Gunn, as there's something held up at customs that he would make a profit on if Gunn cuts through the red tape for him.

Fred's Lab
Fred and Wesley are watching Smile Time. Wes wonders if it's lack of sleep, but he's actually starting to like the programme. Knox arrives with coffee for Fred but she sends him home, as someone needs to be awake enough to run the lab tomorrow. As Knox leaves he sees how close Fred and Wes are.

Wesley asks Fred how she and Knox are getting on. She tells him they went out a few times, but she thinks he's been working there too long. She tells Wesley it's not so much that she's looking for someone as looking at…. But Wesley doesn't hear her because he sees something in the broadcast. One of the songs acts as a covering spell so that the main puppet can talk to the audience.

Angel's Office
Angel is complaining about everything as he tries to sew himself back together. Fred and Wesley come in and tell him what is happening with the show. Angel's so happy he throws his arms around Wes and Fred (or round their legs to be precise because of his height) saying he loves them.

Gunn enters and tells them that he's found a contract the creator of Smile Time made with a lower plane when the show was failing. The puppets are demons and to stop what's happening to the children they have to kill them. Angel picks up a sword and says, "Fine, let's take out some puppets".

Child's Room
A child is watching Smile Time when the main puppet calls all the kids to the screen to drain their life force. As the child is being drained the puppet says, "After all, it's Smile Time".

TV Studio
Angel says, "No it's not. It's time to kick your ass all the way back to Hell" then he attacks the main puppet. One of the other puppets complains about Angel ruining the show and Gunn chops its head off. The main puppet calls to the others that it's a full-scale attack and they should protect the nest egg.

Nest Egg
Wesley and Fred are reading an incantation to stop the nest egg, which is starting to glow. Wes is grabbed by one of the puppets and he tells Fred to keep reading.

TV Studio
Angel and Gunn fight the puppets as the children are being drained.

Nest Egg
Fred keeps reading. The puppet has knocked Wesley to the ground and is now going for Fred who turns and shoots it.

TV Studio
Angel is still fighting the main puppet who comments that Angel has a little demon in him. The Angel puppet vamps out and he says, "I got a lot of demon in me" then he kills the main puppet.

Nest Egg
Wesley pulls the puppets nose off and stabs him with it.

TV Studio
Angel and Gunn have killed all the puppets.

Nest Egg
Fred and Wes finish the incantation and the nest egg explodes and the children watching the programme are thrown back into their chairs unable to remember what happened.

The Cells
Nina wakes up to find bits of stuffing lying about. She thinks she's eaten Angel but then he opens the door and calls out to her asking if she's decent. She puts on a robe and then Angel comes in. She's still shocked by Angel as a puppet, but he tells her Wes and Fred have said his condition is improving and he'll be back to normal in two to three days. He then asks her if she wants some breakfast. She asks him what puppets eat and he just says let's find out.

Wesley's Office
Fred tells Wesley that the children are waking up. Wesley says they should get some rest, as they never know when the next crisis may arise. Fred asks Wesley if he's just going to leave and then asks him if he's sensed anything from her, any change in the way she sees him. Then she gives up and kisses him, then asks him if that signal's clear enough. He says nowhere near and they kiss again.