Wesley researches a demon from one of Cordelia's visions while Cordelia questions Wesley about his romantic feelings towards Fred. After Gunn and Fred return from breakfast, Angel announces he is taking them all to a production of the ballet Giselle, performed by the Bllinikov School. Gunn is horrified, since Angel had originally gone out to pick up tickets for one of his favourite bands and tells Angel they've 'lost the trust'. He says he saw the same ballet performed by the same company in 1890, which made him cry like a baby... which was quite a feat, considering he was still evil back then.
At theater, the company's owner, Count Kurskov, promises theater manager an unforgettable show while a shadowed figure watches from above the stage and laughs.
In preparation for their glamorous night at the ballet, Fred and Cordelia shop for new dresses, where Cordelia teaches Fred about the ancient custom of buying an expensive dress, hiding the tag and returning it the next day. Cordelia broaches the subject of Fred's romantic interests. Cordelia thinks Fred's mind is on Wesley, when it's really on Gunn, and tells Fred the feeling is mutual. Lorne informs Angel that he knows about the vampire's feelings for Cordelia . Angel initially denies it, but Lorne reminds him that Cordelia has grown into an amazing woman (and also jokingly points out that Angel seems to have a thing for ex-cheerleaders). Angel is unsure of if he should persue her, considering he doesn't feel he has anything he can offer her. Lorne tries to talk him round, telling him that moments like this don't come around very often and he should act on his feeling. Then Cordelia, looking amazing in her dress, arrives and tells Angel that she hopes to leave behind their regular lives (well, regular for them anyway) and enjoy an evening of classical dance. Angel can only agree.
Compliments are directed to everyone as their attire is revealed at the hotel, and they depart together. At theater, the gang find their way to their seats and Angel grumbles at the distance between their seats and the stage and remembers how, in the past, getting tickets for a box seat was just a matter of eating the people who had them. The show begins and Cordelia is literally and almost instantly bored to sleep while Gunn finds himself enraptured with the performance. Angel, as he watches, begins to get troubled at the sight of the dancers. During intermission, Angel tells his friends that the show is the same as the one he saw in 1890... and he means exactly the same, with the same dancers. Angel knows the dancers aren't vampires, so the gang decide to investigate. He and Cordelia sneak backstage, where they discover they are mystically trapped in a maze of corridors.
Looking through the Prima Ballerina's dressing room, Angel observes that the dressing room hasn't changed in two hundred years as Cordelia examines a cross necklace from a table. Both feel the room warm, and Cordelia suddenly asks Angel to undress her. Soon they find themselves possessed by spirits in love and are unable to keep their hands off each other, until Cordelia accidentally burns Angel with the cross. Both come to their senses and leave the dressing room before things go too far.
Worried, Fred encourages the guys to help her look for the missing Angel and Cordelia (although Gunn, loving the show, is practically dragged away). The Count directs his demon minions to deal with those sneaking around backstage. While trying to escape the backstage halls, Cordelia recalls an element of fear she felt while possessed. She convinces Angel to reenter the dressing room so that they can get more information about how the spell happened, and they are possessed by the spirits again with wild passion for each other. Cordelia calls Angel "Stefan" and confesses her fears of another man who is controlling her life. They kiss, and "Stefan" offers to take her away, but she wants him to help her deal with the problem instead. As Fred tends to a wound Gunn received in the battle with the Count's minions, he jokes about his injury, and Fred gets emotional because she thought he was seriously hurt. The two kiss as Wesley quietly discovers them and walks away sadly.
The ballet continues onstage as the gang gathers backstage. Wesley explains that the Count was a wizard who discovered the prima ballerina whom he adored had a lover. To repay her for her "betrayal", the count forced her into a temporal shift where she would dance for him forever. As Angel searches for the Count's power center, he finds the prima ballerina waiting in the wings, resigned to perform the same dance for the rest of eternity regretting she didn't leave when Stefan urged her to. Meanwhile, the rest of the gang weaken the Count's magic by fighting off the Count's demons, who multiply whenever they're killed.
The Prima Ballerina sadly tells Angel that during the first act, her foot slips a little every time during the courtship dance... she's not dancing each night, but rather just repeating her movements again and again for eternity. Angel tells her that to break the magic holding her prisoner, she has to change the dance. With the spell weakening due to Team Angel's efforts, she dances on stage using her own steps. Angel attacks the Count and, guessing the power center is in a medallion the count wears, smashes it with a powerful punch, finally releasing the ballet dancers. The Prima Ballerina, knowing she's has been released from her eternal curse, bows to Angel in thanks as she vanishes. The Count tells Angel he has no right to do this, the Prima Ballerina was his and danced only for him... but Angel isn't interested and knocks him out. Wesley dresses Gunn's injury and watches on in emotional agony as Fred and Gunn exchange loving looks.
Angel and Cordelia agree to forget whatever happened between them while they were possessed. Angel starts to admit his true feelings for Cordelia, but the Groosalugg from Pylea appears on the stairs, drawing Cordelia's attention away from Angel. Groo and Cordelia kiss as Lorne comes downstairs to inform Angel that Pylea has formed a republic; with no need for a leader, Groo returned for his true love, Cordelia. Dejected, Angel goes upstairs to check on Connor while Fred and Wesley watch on, both realizing the path of love is not something that can be foretold.
- After-Action Patch-Up: Fred patches up Gunn after he's injured, resulting in their First Kiss.
- Amulet of Concentrated Awesome: The medallion worn on Count Kurskov's chest — Angel smashes it to break the spell.
- Anywhere but Their Lips: While Kissing Under the Influence, Angel removes Cordy's dress and kisses his way down to her navel.
- At the Opera Tonight: The characters go to the ballet and incidentally showed the world that Summer Glau could act.
- An Axe to Grind: Uncle Lorne protecting Connor.
- Ballet Episode: While he doesn't actually perform, Gunn finds himself dragged to the ballet and is so into it by the end he's giving a standing ovation.
- Big Eater: Fred despite being so thin.
- Bond Breaker: Heartbroken over Fred's rejection, Wesley starts to withdraw emotionally from his friends, which will have serious consequences.
- Bond One-Liner: Wesley runs through a Comedy minion with his sword.Wes: "Who is laughing now? (minion continues to laugh) Well, you. But I still win."
- Breather Episode: Between the baby Connor arc and the upcoming war with Holtz
- Brick Joke:
- Cordelia wakes up after falling asleep on Angel's shoulder and asks if she drooled on him. Angel replies, "It matches the back." (where Connor drooled on him earlier)
- Angel gripes about how he couldn't get a box seat like in the old days. Later when he goes to take on the Count, Angel says, "I bet he's got a box seat!"
- Buffy Speak: Angel tells the others to enjoy the performance while he snoops around a little. Cordelia says, "I'm with Snoopy."
- The Bus Came Back: Groo has been deposed as ruler of Pylea, so has come searching for Cordelia, his One True Love.
- When Angel and Cordelia are discussing going back into the dressing room to become possessed by the spirits again Angel says "Look I've been possessed by the spirits of old lovers before, it never ends well." This is a reference to the Buffy episode "I Only Have Eyes For You", where Angelus and Buffy were possessed by the ghosts of two lovers. Earlier Cordelia kids Wesley about how he only had eyes for her in Sunnydale, referring to their courtship in BTVS Season 3.
- Cannot Spit It Out: Wesley is 'waiting for the right moment' to tell Fred his feelings, unaware that Fred is gravitating towards Gunn. Likewise Angel is stumbling his way through what may or may not be a Love Confession when Groo shows up.
- Close Up On Head: Fred appears to be naked in one scene, only to be revealed to be wearing a strapless dress.
- Comically Small Bribe / Mundane Solution: Angel suggests knocking out the security guard. Cordelia suggests a more subtle solution. Description Cut to Cordy saying...Cordy: "Hey! Do you like bribes?"
Guard: (smiling) "Do I ever."
Cordy: (holds up a bill) "Well, we really wanna go backstage."
Guard: "Yeah, okay, but this isn't so much a bribe as it is a tip. And since I'm not parking your car, there's really no way that—"
(The guard is handing the bill back to Cordy when he is knocked out by a sudden cross from Angel.)
Angel: "Okay. That's how we do it."
- Composite Character: The prima ballerina's story echoes that of two heroines from famous ballets. Giselle (which is also the ballet she is performing) is in a love triangle with the man she loves and a man who feels he's entitled to have her. And Odette from Swan Lake - a maiden cursed by an Evil Sorcerer to go through an endless cycle over and over again.
- Continuity Nod: Like Fred in "Offspring", Lorne says that Angel and Cordelia have kyrumption, a Pylean word meaning the meeting of two larger-than-life souls.
- Creator In-Joke: Mata Hari, the band Gunn originally thinks they're going to see, is a band Joss Whedon's brother is in.
- Creepy Ballet: A ballerina is cursed to repeat the same performance for her jealous Romantic Runner-Up. After 110 years, the Fang Gang is able to break the curse and set her free.
- Deadpan SnarkerWes: "How will the dancers keep time without your rhythmic snoring?"
Cordy: "Don't think that's not coming back to haunt you."
- Delicious Distraction: The Fang Gang wonder how the ballet company is the same as the one Angel saw over a hundred years ago.Cordy: "Well, it's a puzzler. [beat] Are there snacks?"
- Description Cut: When Cordelia and Fred are shopping for dresses to go to the ballet, Cordelia makes a sarcastic comment to the effect of, "Oh, right. Angel's gonna spend the whole day worrying about his outfit." Cut to Angel worrying about his tux, which baby Connor had just spit upon.
- Despair Speech:Angel: "A hundred years, doing the same piece, every night. Is that enough? What about Stephan?"
Ballerina: "I waited too long. I should have gone when he asked me, should have disappeared, but...I wanted this. This dance, this... I hesitated and... I lost everything that mattered. Now all I do is wait."
Angel: "You dance."
Ballerina: "There is a section in the first act, during the courtship dance, where...my foot slips. My ankle's turned and...and I don't quite hold...every time. (Glances at the Count) He doesn't notice. He doesn't even know ballet that well. But always, at that same moment, I slip. It isn't just the same ballet. (Looks at Angel) It's the same performance. I don't dance. I echo. Please...can you make it stop?"
- Dream Ballet: There was a deleted scene that featured a fantasy ballet sequence in Wes's head between him and Fred.
- Endless Corridor: The theatre contains endless corridors in the basement of a dance house.
- Everyone Can See It: Lorne too notices the Kyrumption between Angel and Cordelia.Lorne: "Okay. When two great heroes come together—"
Angel: "There will be no coming together, okay?"
- Exact Words: The count promises the ballet will be "the performance of a lifetime". It's literally the only performance the ballerina is allowed to make, and she's been doing it for 110 years.
- Forced into Their Sunday Best / Promise Me You Won't X: Gunn makes Fred promise not to laugh when he comes out in a tux. He does so and looks gorgeous, causing Fred to break out into nervous giggles.
- Geeky Turn-On
- Give Me a Sword / Sword Fight: Fred takes the rapier off a dead mook and tosses it to Wes so he can duel another mook.
- Green-Eyed Monster: Count Kurskov discovered the ballerina he was obsessed with was in love with another man, so he had the theatre company trapped in a temporal fold so she would be forced to dance for him forever. Wesley realises this when he walks into a psychic hotspot after seeing Fred kiss Gunn. Later Wes tells Fred and Gunn to stay behind him while he swordfights the minions.Cordy: "I hope you're in a killing mood."Wes: (darkly) "I should do alright."
- "Groundhog Day" Loop: The ballerina is trapped in a temporal fold, doomed to perform the exact same dance she did back in 1890 (even down to a minor stumble). Realizing the wizard's power is weakening, Angel gets her to break the spell by dancing her own steps.
- Hands Play in Theater: Wes and Gunn are sitting on either side of Fred during the performance. Each of them slowly reach over to touch her (leading either to a startled Fred or a hilarious accidental-gay joke) when Fred suddenly says that Angel and Cordy have been gone too long and they'd better go look for them.
- Has a Type: According to Lorne, Angel has a thing for former cheerleaders.
- Held Gaze: Fred and Gunn at the end, watched by a sad Wesley.
- Holy Burns Evil: Angel and Cordelia are snapped out of Kissing Under the Influence when the cross necklace Cordelia has picked up burns Angel. Cordy suggests going back in the room to find out more information, but Angel worries that things might get too intimate. Cordy says the cross will protect her, but it drops unnoticed to the floor once they start making out again.
- Hydra Problem: Every time a lackey is killed, they split into two live lackeys. However, every time this happens the spell weakens as the Count has to keep control of an increasing number of lackeys.
- I Do Not Like Green Eggs and Ham: Gunn is angry that Angel got them ballet tickets instead of tickets to a hip-hop concert. He's almost weeping with joy by the first intermission.Gunn: I was cool before I met y'all.
- Improvised Weapon: Angel is choking Tragedy Minion while Cordy is throwing everything she can get her hands on at Comedy Minion who's trying to run her through with a sword. Finally all she's got to brandish is a fly whisk, so she shouts, "A little help here!" Just then Tragedy shoves a stiletto into Angel's chest. Angel thanks him, pulls out the stiletto and uses it to kill Comedy minion.
- Interplay of Sex and Violence: Angel kills two lackeys simultaneously, stabbing one while killing the other with a dagger thrown Offhand Backhand. As the lackeys interrupted them as they were about to have sex under the influence of the lovers' spirits, Cordelia says they've got to get out of there immediately because, "You just looked really hot doing that."
- Interrupted Declaration of Love: Apparently Angel to Cordelia.
- Interrupted Intimacy: Angel is working his mouth down south on Cordy's hot body.Cordelia: (moaning) Oh no, oh no... (minions burst in) Oh thank God!
- Intimate Open Shirt: When Angel and Cordelia are having their moment on the couch.
- It Doesn't Mean Anything / It Meant Something to MeCordy: Hey...it's awkward, but it's not us. So long as nothing is removed or... inserted it's all forgotten."Angel: "It is us, Cordelia. It's you and me. Kissing you, it's... It's not something I can just..."Cordy: "Oh, come on. It's not that horrible. (Turns to walk down the hall) Up to his ass in demon gore — fine! But ask him to mack on a hottie and he wigs. (Turns back to indicate Angel) My champion, ladies and gentlemen."
- Last Kiss: Gunn jokes about this trope after being wounded. Fred is not amused because watching him get stabbed was her Love Epiphany. However they deliberately act out such a scene moments later for their First Kiss.
- Leaning on the Fourth Wall: Cordelia and Fred out shopping formal dresses. When Fred is uncertain, Cordy states that "caveman wear" is "so last season". Indeed it was - at the end of season two.
- Let Us Never Speak of This AgainCordy: "You know, we should probably just not talk about...our little adventure. Anything that might have been seen, anything that might have been, oh (lets out a laugh) perky."
Angel: "I just wanna pretend it never happened."
Angel: "Wipe it from my memory."
Cordy: "What? Was it, like, disgusting?"
Angel: "No! I, ah... I would, I would just want... If we were to... I would just want it to be...new. Start at the beginning."
Cordy: (shaking her head) "Lost me in the middle."
- Loony Fan: How the Prima Ballerina describes Count Kurskov. Angel also tells him contemptuously to start a website.
- Malevolent Masked Men: Count Kurskov's sword-wielding lackeys wear Tragedy or Comedy drama masks, and giggle or sob accordingly.
- Multiboobage: Sorialus the Ravager.Cordy: "Six breasts. Any man is gonna love that."
- Neck Snap: Angel does a dual version with a lackey under each arm!
- One Dialogue, Two Conversations: Cordelia thinks Fred is referring to Wesley, when she's actually talking about being attracted to Gunn.
- Only a Flesh Wound: Gunn laughs off his backstabbing as "Only a scratch."
- Pain Mistaken for Sex:Gunn: "Hear that? Sounds like someone's in pain."
Fred: "Either that or someone's in fun..."
- Nightmare Fetishist: Spoofed when Wesley appears to be raving over a woodcut of a six-breasted she-demon in the book open in front of him, but he's actually going on about Fred.
- PunCordy: "There will be no visions tonight."
Angel: "How can you be sure?"
Cordy: "I had a vision."
- Raging Stiffie: Angel and Cordelia are trying to get out of the ballerina's dressing room while Overcome with Desire.Cordelia: Open the door!Angel: Kinda hard.Cordelia: Kinda noticed.
Cordelia: Good thing it wears off right away, huh?Angel: Yeah. (Takes off jacket and folds it in front of his pants)
- And then when they finally get out...
- Relationship Upgrade: Fred/Gunn.
- Saying Too MuchAngel: "Don't be stupid. I'm that guy and the most beautiful woman I've ever seen is making eyes at me? It's either bachelor party or a scam."
Cordy: "What did you just call me?"
Angel: "I'm sorry. You're not stupid."
Cordy: "No. After that."
- She Cleans Up Nicely: Pretty much the point of the episode. Cordelia gets this, with Angel and Lorne going nearly non-verbal when they see her in her gown. Fred is downplayed and the focus is more on Gunn cleaning up nicely - but she still draws the reactions from him and Wesley.
- Shipper on Deck: Lorne for Angel/Cordelia and Cordelia for Fred/Wesley.
- Show Some Leg: Averted with the overweight security guard.Cordelia: You want I should distract him? Make with the nice-nice while you slip by?
Angel: Don't be stupid. I'm that guy, and the most beautiful woman I've ever seen is making eyes at me? It's either a bachelor party or a scam.
- Sword Drag: Wesley staggers off after seeing Fred kiss Gunn.
- That Came Out Wrong: "The best action I can get is an invisible ghost who's good with the Loohfah." Gentleman that he is, Wesley states that he never heard that comment by Cordelia.
- Too Much Information: Angel mutters that he used to get box seat tickets, "or I'd eat the people who had them." Cordelia tells him to stop with the reminiscing. Also:Fred: "Oh. Okay. I'm very excited about tonight. I love the ballet! I mean, I haven't seen that much, but my family used to go to The Nutcracker every Christmas, and I had my first sexual dream about the Mouse King."
- Unusual Euphemism:Lorne: Cordelia is a hell of a lady. I mean, if I thought she'd like to wear green, I'd be elbowing you out of the way.
- Verbal Tic: Lorne refers to Angel as 'crumb cake', 'corn muffin', 'strudel', and 'cinnamon buns', causing an irritated Angel to ask him to "Stop calling me pastries!"
- Violently Protective Girl Friend: Fred goes berserk on the Tragedy minion who backstabs Gunn. No wonder he was sobbing.
- White Shirt of Death: Gunn after being stabbed In the Back.
- Wicked CulturedAngel: I saw their production of Giselle in 1890. I cried like a baby — and I was evil!
- Subverted with Count Kurskov. Despite being a Loony Fan and theatre company owner, he doesn't even know the mechanics of ballet that well, and fails to notice the mistake the ballerina makes in every performance.
- You Remind Me of X: In reference to Cordy, Lorne kids Angel about his liking for ex-cheerleaders. Nice one, Lorne — you've just reminded Angel of his last disastrous affair with a human girl.