Angel tries to apologize to Merl, the demon who he has long used as an informant, and who he has frequently abused. Merl doesn't feel his apology is sincere. Angel goads him into taking a free punch, but because they are at Caritas, a spell, which prevents any violence by demons, instead causing Merl to be thrown backwards, which just makes him feel that he is being ridiculed. He goes home and, as he settles among his pitiful possessions, he is violently attacked and killed. The next morning, Angel and Wesley investigate the killing and call Gunn to join themthey interrupt him from a nightmare in which he is reliving his killing of his vampiric little sister. Gunn is annoyed at the call, not understanding why they should care about the murder of a demon, even if he was a harmless one.
Gunn heads on over to visit his old crew. As well as reuniting with Rondell he also meets Gio, a new addition to the gang criticizes Gunn for working with a vampire, instead of killing him. Gunn leaves the confrontation angry, feeling his old friends think he's a traitor or vampire-lover. His friends take him aside and, while defending him from the charges of being a traitor, still feel like he hasn't been around and seems to have forgotten his friends from his old neighborhood.
Angel and Cordelia talk about Fred, who is still not coming out of her shell despite three months back in Los Angeles. Angel asks Cordelia to talk with Fred to help her. Cordelia induces Fred to come out with her that night to sing karaoke at Caritas.
As Angel Investigations investigates Merl's killing, they compile a Merl Enemy list, with demons who became Merl's enemies because he snitched for Angel filling out most of the list (Angel is annoyed to find himself at the top of the list, even as Cordelia explains he's only top because it's alphabetical). But as Angel and Wesley visit demons, they find that some others have been killed, seemingly for no reason. In the sewer, a timid, awkward Yarbnie Demon drinks a Big Gulp, and is hunted down, attacked and killed by Gunn's old friends. As Wesley investigates Gunn again wonders why they are bothering to investigate murders of demons. Wesley says that the innocent demons are being killed alongside the guilty. Gunn finds an arrow at the crime scene and recognizes it as belonging to his old crew. He pockets the evidence and then confronts Rondellhe thinks Gio has gone rogue and is doing the killing. Rondell explains that the whole crew was therethey go after anything non-human. Gunn is disturbed by their complete disregard for the lives of non-humans. He goes to see Wesley, and runs into Angel, who believes that the kills demonstrate that the perpetrators are having fun.
Meanwhile, at Caritas, Fred goes onstage to sing. Gunn stops by looking for Wesley, but before he finds him, Caritas is stormed by Rondell, Gio, and friends, who indiscriminately open fire upon all of the demons at the bar, the massacre made all the more horrifying given the harmless surroundings and the complete inability of the demons to do anything violent while there. Wesley rescues Fred, who is frozen onstage. Rondell wants to leave, but Gio confronts Gunn, condemning him for drinking with his demon friends, and accusing him of having a vampire for a best-friend. They go to kill Lorne, but Gunn shields him, and confronts Rondell for the wrongness of killing demons at random. Rondell and Gio hold Wesley, Gunn, and Fred hostage but allow Cordelia to leave so she can bring Angel. He rushes over to the club, but asks Cordelia to visit the Transuding Furies, the ones who placed the anti-demon violence spell at the club in order to get it lifted, so he can fight back.
Gio passes the time by singing a song, which activates Lorne's powers, and Lorne realizes that Gio is on the run from something that he did to a woman in Miami, a woman who trusted him. Tensions continue to mount as Gunn is taunted by both Gio and a demon until Angel finally arrives. Gio demands that Gunn kill Angel, but he refuses. He says he'll never be friends with Angel but he won't kill him. Gio then says that anyone who kills Angel can get out alive. Fred picks up the crossbow to kill Angel because she doesn't want to die, but then turns it around on Gio instead. But she is quickly disarmed. The spell is then lifted and a free-for-all fight ensues. A demon kills Gio, and is in turn killed. The team all get out alive, but damage has been done to their relationships. After severing all his ties with his former gang, Wesley tells Gunn that he understands that he felt divided loyalties, but gives him a stark warning that if he ever withholds information again, he'll be fired. Gunn then speaks with Angel about what he said in the club and apologises, although he meant every word. Angel understands, and when Gunn suggests that this not killing him when he could proves he can be trusted, Angel states that Gunn will prove he can be trusted if he can kill him when he has to.
- Asshole Victim: The fanatical demon hunter Gio. He leads a group of demon hunters who kill both good and evil demons. It's even implied that he is responsible for the death of a young girl. Eventually, the demon hunters even attack a bar where magic ensures that demons can't fight there, killing several completely defenseless demons. When the spell is released, one of the demons finally kills Gio.
- Attack Hello: On arriving at his old hideout Gunn is attacked by a couple of new members who don't recognise him, including a crossbow-wielding Gio.
- Bait-and-Switch Boss: The demon-killing monster is established as big, powerful and pissed-off. Cut to a huge silhouette shambling through the sewers accompanied by a rattling breath... who turns out to be a frightened demon holding a soft-drink, and is quickly massacred.
- Bait-and-Switch Comment: The Previously On features Angel sleeping with Darla and then throwing her out. The teaser then opens on Angel apparently apologizing to Darla for his actions, when actually he's apologizing to Merl for Perp Sweating him in Season 2.
- Beware the Quiet Ones:
- Cordelia lampshades this when Fred wrests control of a hostage situation from a violent killer with aid of a crossbow.
- The cowering, praying demon in Caritas becomes an enormous bug monster when truly threatened.
- Big "SHUT UP!"
- Boldly ComingFuries: "Only Angel is equipped to make good on this debt."
Cordy: "Angel. (Rude noise) I don't know. For a guy, who's a couple of centuries old — not very big with the wise investing. (Looks at the smiles on the Furies' faces) And when you say 'equipped' that isn't what you mean, is it?"
Furies: "Mmmmm, Angel."
Cordy: "Got it. And 'eww!'"
- Catapult Nightmare: Gunn does this after dreaming of staking his sister.
- Chekhov's Gag: Fred laughing at something a shrub said. One of Illyria's powers is Talking to Plants.
- Conflicting Loyalty: Gunn is torn between his old street gang and his new friends in Angel Investigations.
- Covered in Gunge: Gio's people leave some icky messes.
- Description Cut: Subverted; Wesley speculates at to what kind of demon might have done the terrible murders he's investigating. Cut to a hideous demon slouching through the sewers, who then turns to reveal it's harmlessly sipping soft drink. The demon nervously enquires who's there, and is promptly rushed and murdered by Gio's gang.
- Doesn't Like Guns: Gunn is horrified his old gang now uses guns, even though he spent years leading them in a guerrilla war against a vampire nest. This was before he found out they were the ones responsible for wiping out a number of friendly demons, which proved the weapons effective if nothing else.
- Dramatic Irony:
- Wesley remonstrating Gunn for holding back information. By the end of the season, Wesley's decision to withhold information on the prophecy re Angel killing Connor will cause a major rift between him and his friends.
- Also regarding some events that happen much later in the series when Gunn holds some information on the sarcophagus while the rest of the crew is trying to figure out how to save Fred.
- Eats Babies: Gunn's former gang of anti-demon vigilantes seize Caritas and condemn him for not killing a demon there who eats babies. The demon concerned doesn't help his case by threatening to eat their children and talking of how good they taste, until a distraught Gunn shoots him.
- Evil Counterpart: Gio is a fanatical demon hunter who corrupted Gunn's old crew while he was gone.
- Failed Dramatic Exit: Merl storming off, then realising he needs a lift.
- Fantastic Racism:
- Angel apologises to Merl for beating and torturing him in Season 2, but clearly doesn't put the same effort he did into making up with his human friends (as Merl points out, a genuine apology doesn't require cue cards).
- Gunn asks Wesley why they're investigating the murder of demons at all, but is forced to confront the issue when his gang is threatening Angel and Lorne.
- Finishing Each Other's Sentences: The Transuding Furies. Except when Angel's name is mentioned.
- From Nobody to Nightmare: One of the demons slapped around by Gio turns out to be a huge bug creature that bites his head off.
- GesundheitAngel: "Here. I want you to go this address."
Cordy: "What is it?"
Angel: "Transuding furies."
- Gunge- Splattered Innocents: Fred gets splattered with the green blood of a demon when Gio's gang burst in firing.
- Hell-Bent for Leather: Angel is wearing his Black Leather Pants of Evil! No wonder Cordy listed him as their chief suspect in Merl's death.
- Hit Me, Dammit!: Subverted; Angel encourages Merl to take a swing at him. Merl swings a bottle at his head, giving Angel something to smirk over when Merl is zapped by Caritas' protection spell.
- I Have Your Friends: Cordelia is released so as to fetch Angel. Gunn already knows he'll be expected to kill him.
- It's What I DoGio: I kill monsters. That's what I do.
- "Jaws" First-Person Perspective: Merl's death.
- Jumping Off the Slippery Slope: Gunn's former gang have taken to looking for fights rather than protecting their homes, killing any demon they find even if they cause no harm, murder humans who associate with them, kill innocent bystanders, shoot up any place they find demons, and are pretty unpleasant. Gio even tries to put Gunn across as having an incest thing with his sister, upset that he was knocked back he forced her into becoming a vampire and when she still rejected him Gunn murdered her.
- Killed Off for Real: Merl
- Killed Mid-Sentence: Gio is shouting at his gang because Team Wesley is kicking their asses, and doesn't notice the big-ass demon rising up behind him until it bites Gio's head off.
- Kill Me Now, or Forever Stay Your Hand: Gunn is given a stake and told to kill Angel.Angel: "Here, Charles — let me make it simple for you. (morphs into Game Face) Take a look. This is what I am. Deal with it or don't. But make a damn choice."
- More Dakka: Uzi does it...
- Multiple Head Case: The strange way the three women keep floating up and down and completing each others' sentences implies the Furies are joined together below camera level. Hence Cordelia's downward eye-flick and "Eeew!" reaction.
- Mundanger: Instead of a demon, the big bad of the episode is revealed to be Gio and his gang. None of them have powers, but they do have firearms.
- A Nazi by Any Other Name: Gio's gang have basically gone full Holocaust on the demon world, hunting down and murdering any they find, guilty or innocent, and any human who associates with them, treating them as not people, not human, and thus forfeit their lives simply because of their race and not being pure blood.
- Noodle Incident: Whatever caused Gio to flee Miami. Lorne's lines in the original script imply that Gio killed an innocent little girl who he mistakenly thought was a demon.
- Not So Different: African Americans were one of the targets of the Nazi regime as they were not pure Aryan blood. Here Gio had taken over Gunn's gang and is in full Nazi mode against the demon world, seeing them as sub human and lower than how the Nazis saw Jews.
- Previously On : Features Darla even though she doesn't appear in the episode, purely for a Bait-and-Switch Comment gag.
- Rogue Agent: What Gunn thinks Gio is, only to discover Rondell and the others are in it too.
- Security Cling: Fred spends half of the episode clinging to Wesley's arm.
- Shadow Discretion Shot / Gory Discretion Shot: Merl's death.
- Shoot Your Mate: Gunn and then Fred is offered the opportunity to walk out alive if they kill Angel.
- "Shut Up!" Gunshot: Gio points out that one of the demons drinking at Caritas Eats Babies, so why isn't Gunn killing it? When the demon starts threatening to eat the children of the man holding him at gunpoint, at the same time as Gio is breaking down Gunn over his sister's death, Gunn screams, "I told you to shut (turns his shotgun from Gio and blasts demon) up!"
- Slasher Smile: Lorne after getting punched in the face; the effect is enhanced by his bloody teeth.
- Staking the Loved One: Angel makes it clear that he can only trust Gunn if he's ready to stake him.
- Stock Sound Effects: Gio has the usual feedback squeal when he sings karaoke.
- Suspiciously Apropos Music: In-Universe with Fred singing "Crazy" by Patsy Cline.Cordy: "I swear to God she picked out the song herself."
- Talking to Plants: Fred laughs over something funny the plants in the Hyperion's garden have told her.
- Tempting Fate: Merl shouts that he never wants to see any member of the Fang Gang ever again. He's subsequently murdered.
- Took a Level in Badass:
- To the Pain: Fred holding a crossbow to Gio's neck."Now, if I pierce one of your carotid arteries, considering the temperature in here, 'cause I think somebody shot the thermostat, the blood loss is gonna be heavy. And there's a chance I'll puncture a vocal cord and you won't even be able to scream. But you'll want to when the blood loss to your brain results in a cerebrovascular event. That's a stroke. I wasn't trying to sound snooty."
- Truce Zone: Caritas is protected by a spell that prevents any demon from doing harm; unfortunately it doesn't work on humans.
- Ultimate Job Security: Averted; Wesley understands Gunn's dilemma, but states that if he withholds information again he'll be fired.
- Vampires Are Sex Gods: "Mmmmmm. Angel!"
- Van Helsing Hate Crimes: Gunn's old demon-slaying gang have started turning its sights on all demons, no matter how harmless they are. This appears to have been mostly out of boredom after the vampire nest they had used to fight was wiped out.
- You Called Me "X"; It Must Be Serious: Angel calls Gunn "Charles" while daring him to stake him.