In the hotel, Angel starts to feel the weight of his self-imposed loneliness and stands at the spot the team used to gather before and, in a flash of anger, shoves a pile of papers off the desk. He then goes to get some information regarding Wolfram & Hart out of Merl, who is leaving town, and is reminded of the fact he fired his friends and hasn't thought to check on them. A friend of Virginia brings her daughter to the soon-to-be-renamed Angel Investigations, asking them to remove the eye that grew out of the back of her head after she was attacked by an unseen assailant. Wesley assures the mother that they will find a way to get rid of the eye.
At a teen shelter, two teens show up after curfew in search of safety, and their fear convinces shelter administrator Anne to make an exception to the rules. Kenny explains that he and Len were unfairly attacked by a policeman, which has been happening to other street kids as well. Anne takes the problem to Gunn at Angel Investigations. He accompanies her back to the shelter and questions the kids about the incidents with the police. Angel, who has surreptitiously trailed Gunn, is attacked by a policeman while standing outside. Angel fights back, but the officer rises every time he's knocked down, until the vampire kicks the cop's head completely off and even then, the head keeps talking for a moment. Deciding to investigate this himself, Angel goes to Kate to look up the dead cop's badge, she finds that he's been dead for six months. More sleuthing reveals that someone is putting dead cops back on the streets as zombies.
Cordelia rants about Gunn's dangerous decision to call in several members of his old crew to deal with the police by filming the police assaulting them, but she and Wesley resolve to go back him up anyway. Wesley comes upon Gunn and his friends secretly filming their exchange with a police officer, to demonstrate that cops are reacting violently without just cause. Wesley tries to save Gunn, but the cop turns and shoots Wesley. A struggle takes place and George shoots the cop. The three men move Wesley to safety as the cop sits up, seemingly unaffected by the bullets. Gunn and friends get Wesley into an ambulance, but as they're driving away, several police cars get in the way. When the driver is shot, Gunn is forced to drive the ambulance. He eventually stops at the shelter and carries Wesley inside with the EMT, who warns that Wesley needs to get to a hospital fast. At the shelter, Cordelia sees a teen wearing some of her clothes and realizes Angel gave away the clothing she had left at the Hyperion. Cordelia helps Anne supervise barricading the shelter with everything they can find as an army of dead cops gather outside. The zombie cops force their way inside the shelter through the windows and doors, hurting several teens in the process.
Angel visits the precinct where the zombie cops were from. The police captain confesses that he has been using supernatural means to return good cops to the streets and protect previously violence-ridden neighborhoods. Angel finds an Idol of Granath and smashes it, returning all the zombie cops to their former dead, decaying states.
Kate and Angel discuss the ambiguous ramifications of their victory for the neighborhood, and Kate confides in Angel that the job is making her crazy. After hearing of Wesley's injuries, Angel attempts to visit him in the hospital, only to run afoul of Cordelia, who coldly tells him that Wesley doesn't need him and, since he walked out on them in the first place, he should just stay away from them. After briefly looking into Wesley's room, Angel obliges.
- Bald of Evil: Jackson.
- Beard of Evil: Jackson again.
- Blood Magic: Among his many magical items, Captain Atkinson uses entrails.
- Chekhov's Gunman: The demon which appears as an eye in the back of one's head return in "Epiphany". Anne Steele will appear one last time in the Grand Finale "Not Fade Away".
- Decapitated Army: Angel finds an Idol of Granath and smashes it, returning all the zombie cops to their former dead, decaying states.
- Does This Remind You of Anything?: A large force of Caucasian police officers brutalize people of a poor neighbourhood predominantly occupied by Afroamericans and Latins.Gunn: "I want you to roll the camcorder and wait for the cops to hassle us."
Anne: "How do you know they will?"
Gunn: "'Cause we'll be the ones walking while black."
- Dresses the Same: Cordelia complains when she sees a girl at the youth centre wearing her blouse, unaware that Angel gave away her clothes to the shelter in "Blood Money".Cordelia: The crook at the store said it was one of a kind! Big fibber!"
- Enemy Mine / An Aesop: Averted; Jackson stops helping the minute the zombie cops are all dead.
- Everything's Deader with Zombies: Zombie cops, no less.
- Eyes Do Not Belong There: The B-plot is a girl who has an eye on the back of the head.
- Faux Affably Evil: Jackson, a drug dealer who pretends to be nice while threatening people.
- Foreshadowing: Gunn's old crew resent the fact that he's left them for some demon detective agency. This becomes an issue in "That Old Gang of Mine".
- For Inconvenience, Press "1": Cordelia is calling 911 as zombies are breaking down the door.Telephone voice: "All circuits are busy. Please hang up and try your call again."
Cordy: "This is no time for circuits busy! So, don't tell me circuits are busy. If the circuits are busy — get some new circuits now!"
- Friendship Moment: Between Gunn and Wes; averted with Angel.
- Immune to Bullets: The zombie cops don't even flinch when shot.
- I'm Cold... So Cold...: Wesley after being shot. "Is anyone else cold?"
- Indy Ploy:Wesley: "You couldn't stop him?"
Cordelia: "Hello! Gunn, stubborn, synonyms?"
Wesley: "That can't be his plan, can it? I mean, it's really a dumb plan."
Cordelia: "Hey, Gunn graduated with a major in dumb planning from Angel University. He sat at the feet of the master and learned well how to plan dumbly."
- Jerk with a Heart of Jerk: Jackson. After Gunn saves his life he helps to try and prevent the zombie cops from getting inside, but after they are defeated he goes back to his old ways.
- Karma Houdini: Jackson. He's a thug, a probable drug dealer, affirms every negative stereotype possible, tried to run when things got bad, and at the climax, Gunn saves him from a zombie cop. But in the end, his comeuppance is... the streets have fewer cops so he can commit more crimes! Yay!
- Killer Cop: Captain Atkinson suppresses crime in his district by raising recently deceased police officers as zombies and having them indiscriminately and violently harass people on the streets after dark. They end up committing several murders themselves.
- Losing Your Head: Angel is startled to have a cop continue to read him his Miranda Rights after he knocked his head off.
- Neck Lift: Angel Perp Sweating Atkinson.
- No Ontological Inertia: After the spell animating the zombies is broken, they revert into rotten corpses.
- Night of the Living Mooks: The zombie cops, whose actions are controlled by Captain Atkinson, lay siege to Anne's shelter.
- Police Brutality: The plot involves police roughing up poor citizens. Of course, it turns out to be something even more sinister.
- Profiling: Gunn says it will be easy to get the attention of the police because he'll be committing the offense of WWB - Walking While Black.
- Punch! Punch! Punch! Uh Oh...
- Screw This, I'm Outta Here!: Merle The Informant has gotten tired of everyone beating him for information and decides to leave.
- Stop Being Stereotypical: Jackson is a thug and probable drug dealer, and affirms pretty much every negative stereotype of African-Americans. Gunn eventually tells him that while racism from the police department is a problem, Jackson himself is a part of that same problem."A thug with a gun, keeping the cycle going."
- Stealth Hi/Bye: Played straight with Merle...Merle: "Jesus, man! I mean, can't you, you know, knock?"
Angel: "You don't make that funny expression when I knock, or if you do I don't see it."
- ...and averted when Angel is watching Wesley and Gunn at the hospital, turns to make a discreet exit and finds himself face-to-face with Cordelia.
- Tempting Fate: "You can't expect evil to just walk through that door."
- Undeathly Pallor: Wesley after being shot, and the zombie cops.
- Waxing Lyrical: When taunting Gunn for "moving up" in the world, one of his former cronies derisively quotes The Jeffersons' theme song: "deluxe apartment in the sky".
- Well-Intentioned Extremist: Captain Atkinson. The 23rd Precinct had an extremely high crime rate.
- What the Hell, Hero?: Cordelia to Angel, with her usual Brutal Honesty.Cordy: "Too bad it takes a gunshot wound to make you give a crap. Wesley doesn't need you right now. We don't need you. You walked away. Do us a favor and just stay away."
- Whole Plot Reference: The plot is similar to Maniac Cop, where a series of brutal murders are committed by a zombie police officer.