James: "No you didn't. Because if you had you wouldn't be standing here playing games with me. You wouldn't be able to...because once she died or some bastard killed her, it would have killed everything in you."
Wesley, Cordelia and Gunn return from defeating a group of demon worshipers, and discuss their full and unusual lives and why people would be obsessed with demons enough to worship them in the first place. The conversation eventually turns to the recent addition at the Hyperion Hotel, Winifred "Fred" Burkle, who has spent the last three months in her room (except when she enters the lobby for a few seconds before scurrying back) since returning from Pylea. Cordy notes how much she misses Pylea, and Wesley points out she was there for a week and became a queen, while Fred spent five years there either as a slave whose head nearly got cut off, or a fugitive hiding in a cave all alone. Also cause for concern is Angel, who has spent the summer at a monastery in Sri Lanka in order to help him cope with Buffy's death. Gunn points out that he suggested Angel got drunk and went to Vegas to get over Buffy, but Wesley responds that all Angel needs is peace and quiet.
Angel's mourning, however, is anything but peaceful as the monks turn out to be Shur-hod Demons and Angel must kill them all. He leaves the scene of battle, telling the confused men outside that he should have gone to Vegas.
Angel returns to Los Angeles and is eagerly greeted by his friends. He gives Cordelia a necklace, Wesley a 16th century dagger and Gunn a shrunken head (all three gifts are greatly appreciated). Angel asks after Fred, and despite Cordelia's attempt to cover, Angel guesses she hasn't left her room. He decides to go and talk to her; upon hearing a knock at the door, Fred tries to get rid of whoever is on the other side until she hears it's Angel, then she rushes joyfully to the door to see him. Invited into Fred's room, Angel finds the walls covered in writing, similar to Fred's cave in Pylea. She has both arcane mathematical formulas and different phrases. Upon seeing a section with the words "LISTEN LISTEN LISTEN," Angel asks what she's listening for, and Fred responds, "The click in my head when everything makes sense." Angel invites her downstairs, but a scream from Cordelia shatters her sense of security. Cordelia's visions (which have grown increasingly painful over the last few months) send the guys to intercept a party crashed by vampires. They find the vampires with two kidnapped humans in a car, and Angel stakes the female vampire. As she is dying, the vampire says "Angelus?" and then turns to dust. Angel stares at the locket in his hand that he had ripped off her neck, and recognizes her as Elisabeth. Meanwhile, Cordelia recovers from her vision with the help of her ghost, Dennis, a relaxing bath, and some powerful painkillers.
A flashback to Marseille, France, in 1767 reveals that Darla and Angelus once spent time with Elisabeth and James. Angelus is annoyed with the cutesy, loving relationship between the other couple. James steals a locket from a store window for Elisabeththe same locket she was wearing at her staking. Angelus is also concerned with escaping the vampire hunter, Daniel Holtz, who has been tracking him since Angelus killed the man's entire family.
In the present, James learns about Elisabeth's death, and that Angel was responsible. He charges into the office of a special demon doctor, demanding a special treatment of some kind. The demon, a skin-molting creature named Dr. Gregson, questions James's ability to accept the price, but agrees. James says he has already paid the price. At Caritas, Lorne sings, while Wesley and Gunn grill Merl for information. Merl reveals James visited Dr. Gregson earlier.
At the Hyperion Hotel, Cordelia tries to get Angel to talk about losing Buffy. She tells him it wasn't his fault, but he misunderstands and thinks she is telling him that it wasn't his fault that he killed Elisabeth. Angel doesn't want to talk about Buffy. Then, James emerges from the basement and attacks Angel, demanding to know why he took Elisabeth from him. Fred chooses that moment to emerge, and Angel yells at her to stay in her room, causing the girl to lose what little confidence she had gained. The two continue to fight, and Cordelia manages to hit James hard with a fire extinguisher, then tosses Angel a stake. Angel manages to stake James, but to no effect. Then Angel throws James outside into the sun, but he is similarly unharmed. Angel and Cordelia run for the sewers, and Angel throws James off temporarily with the scent of his blood, but James eventually finds them in a subway train. A call from Wesley reveals that James has been made invincible by Dr. Gregson by having his heart removed, but it's not permanent and he will die when it wears off, though that part of the phone call is unclear as reception is poor in the sewers. As they fight inside the subway train, James questions Angel's knowledge of true love. Angel tells him that he had one true love, but recently lost her. He assures James he understands what it is like to lose someone he loves. James disputes that this was true love, as he thinks that if Angel loved and lost, then he, too, would not want to go on anymore. Soon, the effects of the cure wear off, and James crumbles into dust. Angel allows James' comments about not being able to exist after losing the person he loved to upset him, but Cordelia convinces him that he honors Buffy by going on, as that is what she would want.
At a cantina in Puerto Cabezas, Nicaragua, a man presents contact information for a shaman to Darla, who quickly turns to sink her teeth into him. As he falls to the floor, Darla turns to leave the bar, revealing that she is in a very advanced state of pregnancy.
- Aesop Amnesia: Averted; Angel has learned the lessons of the previous season, and so can grieve without going dark or abandoning his friends.
- All Men Are Perverts: Angel gives Cordelia a necklace.Cordelia: Oh my gosh, it's gorgeous! And look how it brings out my breasts!
(Wes, Gunn, and Angel glance around awkwardly)
Cordelia: You know you were all thinkin' it.
- All Monks Know Kung-Fu: In fairness, they did turn out to be energy-sucking demon monks.
- Art Shift: Of a sort. Angel was filmed in 16x9 widescreen from the first episode. However, the first two seasons were shown on The WB in 4x3. Beginning with this episode, the series is shown on TV in the widescreen format. DVD's of Seasons 2-5 are widescreen, and the entire series is in widescreen on Amazon Prime.
- Artistic License Geography: Darla's location is identified by a subtitle as "Puerto Cabazas, Nicaragua". There is no actual Nicaraguan city by that name, but there is one named Puerto Cabezas.
- As Long as It Sounds Foreign: Despite being at a monastery in Sri Lanka, none of the monks appear to be South Asian, nor is the language that Angel speaks to the people waiting outside local to Sri Lanka, implied to be some form of Tibetan.
- Asshole Victim: The man who tries taking advantage of Darla in Nicaragua.
- Bad Boss: James shoves a vampire who ran and left Elizabeth to die into the sunlight.
- Bait-and-Switch Comment: Cordy tries to get Angel to talk about Buffy, but he remains tight-lipped.
- Barrier-Busting Blow: After dodging James in the tunnels, Angel and Cordy hole up in a sealed-off section, realising that they only have to hide out until James dies of his operation. A short time later James comes smashing through some nailed up boards to attack them.
- Bathtub Scene: Seeing Cordy is in pain and distraught over yet another vision, her resident ghost prepares a nice foamy bath and scrubs her back with a loofah. D'aww...
- Break Them by Talking: James does this to Angel.
- Broken Bird: Fred has barely come out of her room since arriving from Pylea.
- Busman's Holiday: Angel can't even find inner peace without demon monks trying to kill him.
- But I Can't Be Pregnant!: Despite being undead, Darla has somehow become pregnant.
- Cell Phones Are Useless: Cordelia's phone conversation with Wesley is cut off just as he's going to say how long James can survive after his operation.
- Cat Scare: Cordelia's mobile goes off while they're hiding from James.
- Cliffhanger: In-story; Angel leaves his friends hanging over how he escaped Holtz.
- Clothing Damage: Cordy's coat gets caught climbing down the ladder into the sewers, presumably so we can be treated to Charisma Carpenter running in a tight top.
- Comically Missing the PointJames: "If you aren't the same man who screwed Darla and couldn't care less what happened to her..."
Angel: "Where did you hear... Oh. You mean back in the day. Right."
- Continuity Nod: The incident in "The Trial" where Darla fled on Angel's horse, leaving him to Holtz's mercy is mentioned. Cordelia suggests James may have another Ring of Amarra (from "In the Dark").
- Crusading Widower: Holtz
- Dangerous Forbidden Technique: If a vampire's heart is removed, they become completely invincible for a short period of time (not explicitly stated in the episode, but implied to be 6 hours). However, when this time is up, they die. In despair over losing Elizabeth, James has his heart removed and attempts to kill Angel.
- Description Cut: Wesley talks of how Angel has taken off to a monastery in Sri Lanka. "He needs some peace and quiet to work through this." Cut to Angel fighting a roomful of demon monks.
- Dissonant Serenity: Angel is taking Buffy's death more calmly than everyone expects.
- Do Not Taunt Cthulhu: Cordelia sticks out her tongue at James after they've apparently dodged him on the subway.
- Eek, a Mouse!!Cordy: "So, whose turn is it to set the traps?"
Wesley / Gunn: (pointing at each other) "His."
Cordy: "You guys amaze me. You'll fight hell-beasts, but you're scared of rats."
Gunn: "Man, I hate rats. With their little beady eyes..."
Wesley: "...and their beady teeth."
Gunn: "And their little tails all woosh, woosh."
- "Is [Holtz] going to follow us to the New World?"
- "These visions are killing me."
- Gunn gets his wish of going to Las Vegas in Season 4.
- Flashback: To Marseilles, 1767
- Give Me a Stake: Cordelia tosses Angel a stake. James catches it. Oops!
- Heroic BSoD: Inverted; Angel worries that the death of Buffy hasn't devastated him.
- Human Pincushion: Angelus catches a few quarrels escaping from Holtz; being shoved off his horse afterwards doesn't help either.
- Hypocritical HumorAngelus: Why are people always running off and leaving me? Am I a bad bloke? I don't think so. Not once you get to know me.
Wesley: "It's sad. The only way some people can find a purpose in life is by becoming obsessed with demons. By the way, Gunn, technically that wasn't a Lu-rite. It was a Mu-rite, a sub-species of the Lu-rite. The male sports a small, tell-tale fin just behind the third shoulder."
- The Fang Gang return from having fought a cult of demon worshipers.
Angel: You don't have to write everything down.Fred: You're right. I should write that down.
- After seeing Fred's Room Full of Crazy.
- Improvised Weapon: Angel uses a pair of crutches to pin down James until he dies.
- The Informant: Merle returns, though he prefers to deal with Wesley, who pays him instead of dunking his head in water.
- Ironic Echo
- "I should have gone to Vegas."
- "Life is full of surprises."
- Ironic Echo Cut: Angelus in a flashback moaning that he needs a doctor, to James bursting into the doctor's office.
- Knife Nut: Wesley is enthusiastic about the ornate dagger Angel has given him as a gift.Wesley: "Sixteenth century! (Unsheathes it) Murshan Dynasty? (Angel nods as a grin spreads across Wes' face) I've always wanted one of these! I didn't think you... (Whips the dagger through the air) Oh, I can't wait to kill something with this! (To Cordy) Any visions brewing?"
- The Last Dance
- Leaning on the Fourth Wall: This episode contains a subtle metaphorical allusion to Buffy the Vampire Slayer leaving for UPN, while this series was remaining on The WB. Angel states how Buffy leaving did not kill him, and that he would continue to survive in order to honor her. Similarly, the show would remain independent from its sister show, as they were now on competing networks.
- Madness Mantra: Fred writes 'listen' over and over on the wall.Angel: "Listen, listen, listen... What are you listening for?"
Fred: "The click. When it all comes together and makes sense. There's like a click in your brain and then you understand things again."
Angel: "Oh. What happens if you run out of wall space before you get the click?"
Fred: "I don't know."
- Man Hug: Gunn and Wes make sure their welcome back hug to Angel includes hearty backslapping.
- Meaningful Echo: Angelus says that the James/Elizabeth romance won't last. "I give it a century." The same comment was made by The Master when Darla abandoned her sire to take off with Angelus.
- My Eyes Are Up Here: After a trip overseas, Angel gives Cordelia a necklace.Cordelia: Oh my gosh, it's gorgeous! And look how it brings out my breasts![Wesley, Gunn, and Angel glance around awkwardly]Cordelia: You know you were all thinkin' it.
- Nigh-Invulnerability: The demon doctor makes James unable to be killed by sunlight or staking, but he'll die anyway in six hours.
- Nightmare Fetishist: Gunn calls Wesley on his obsessive interest in demons, but Wesley points out that it's necessary in their line of work. Also Darla and Angelus.Elisabeth: "You know neither poetry nor love, Angelus."
Darla: "He knows other things. Marvelously vile and ripping things. Didn't we eat a poet in Madrid?"
- Never Say That Again: The 'B' word. They are after all on a different network.
- Not So Dire: Angel tells Cordelia that they appear to have escaped James, when the tunnel suddenly starts to shake. Cordy immediately jumps into Angel's arms crying "Earthquake!" It's only a subway train passing.
- Outlaw Couple: Vampire couple Elizabeth and James.
- Post-Rape Taunt: Angelus re what he and Darla did to Holtz's family."Your wife, she kept repeating on us. Of course, you know, I repeated on her a few times myself."
- The Power of Love: James and Elizabeth's love is stronger than Darla/Angelus, but James is unable to move past her death whereas Angel's love for his friends enable him to deal with Buffy's demise.
- Promotion to Opening Titles: Amy Acker as Winifred Burkle.
- Room Full of Crazy: A literal version this time, with Fred writing all over the walls of her room in the Hyperion.
- Sadistic Choice: Elizabeth offers a Distressed Dude a choice — he can die or his girlfriend can die. The terrified man blurts out for her to spare his life. Fortunately Angel intervenes in time to save both.
- Security Cling: Cordy to Angel.
- Ship Tease: The growing connection between Angel and Cordelia is subtle yet obvious. Also the scene where Phantom Dennis prepares a bath for Cordelia implies that the ghost has also fallen for her — lampshaded in "Waiting in the Wings" where Cordelia says "The best action I can get is an invisible ghost who's good with the Loohfah."
- Super Window Jump: James jumps through a subway car's window.
- Suspiciously Similar Substitute: James and Elisabeth are one for that other vampire couple who hangs around with Darla and Angelus — Spike and Drusilla.
- Tempting Fate: Angel tells Fred she can come out of her room and explore the hotel. "You're safe here." Cue horrible scream from Cordelia downstairs (she's having a vision). Later Fred ventures out right when Angel is fighting James, only for Angel to yell at her to go back to her room.Angel: "We talked over what happened and I think [Fred] will be coming out of her room any decade now."
- That Came Out WrongGunn: "Who has time for love when you're out there doing it with the demons? (Wes glances in his direction) Didn't that come out sad and wrong? I need to get out more."
- To the PainHoltz: There are worse things than death, Angelus. I can keep you alive for months; years if I have a mind to.
- Too Kinky to Torture: Darla apparently enjoyed the punishment Angelus dished out for leaving him in the lurch.
- Tuckerization: The lead guest characters were named Elisabeth and James after co-creator David Greenwalt's assistant Elisabeth James.
- Unusually Uninteresting Sight: Darla vamps out and kills the man she's talking to — the other clientele in the bar just look, then go back to what they were doing.
- Victoria's Secret Compartment: Darla tucks the address of the shaman in her top.
- Wham Shot: Darla is pregnant, which for an undead vampire should be impossible.
- White Shirt of Death: Angel in the monastery.
- Why Don't You Just Shoot Him?: Holtz has Angelus outnumbered and at crossbow-point, but doesn't kill him because he wants Darla as well and knows Angelus isn't loyal enough to protect her.
- You Know What They Say: Darla vamps out and kills the man who tries to abuse her.Darla: Well, you know what they say... life's full of surprises. [Stands up showing she's pregnant.]
- You Won't Feel a ThingDoctor: "Now, James, (lifts a scalpel) this shouldn't hurt (starts to slice into James' chest) too much."