Connor fights a vampire in an alley. Unknown to Connor, Angel watches him from a nearby rooftop. Unknown to both of them, Cordelia watches from her higher plane. She says Angel need not worry about Connor, but should worry about getting her back to Earth. Angel drops a flower pot in the path of the vampire Connor is fighting, causing it to stop for a moment so Connor can catch up to it and stake it. Connor looks up, but sees no one.
Fred and Gunn emerge from the shadows behind Angel. They have been watching him. Gunn suggests Angel should talk to Connor, "if that's what you want." Fred complains that Angel seems distracted. Angel asks them to follow him on a "retreat," which turns out to mean driving to Las Vegas.
Angel is driving as the three enter the Las Vegas strip. Fred suggests they go see Lorne, who could read Angel's aura and help him find his path. Angel mentions that the place has changed a great deal. It turns out he has been to Las Vegas many times and once knew Bugsy Siegel.
The three attend one of Lorne's performances at the Tropicana. Lorne is backed up on stage by the Lornettes, a troupe of women dressed as green-skinned, horned demons. Lorne descends from the stage while singing to get closer to the audience. Fred predicts he will plotz when he sees the AI team. Instead he walks right by, apparently without noticing them.
Lorne shares his microphone with a young woman named Vivian who has just been accepted at a culinary school in Paris.
After the performance, Fred, Gunn and Angel go backstage with a crowd of other people, hoping to see Lorne. Lorne appears, but again pretends not to know the AI team members. He proceeds to his dressing room flanked by two bouncers, one of whom enters the room with him.
Lee DeMarco, who owns the casino, comes in. Lorne does not wish to talk. The bouncer punches Lorne in the stomach. Lee threatens to "pink slip another girl from your act" if Lorne does not cooperate. The bouncer shows Lorne a seating chart from the Tropicana's theater. Lorne points out three members of that night's audience who have brilliant futures awaiting them. One of them is Vivian, the student chef, who will work at three five-star restaurants in the next decade. Though Lee appears skeptical, Lorne insists "that's all." Lee departs. Using a remote control, he causes bars to lower into place, imprisoning Lorne in his dressing room.
Wesley is at his office, talking with Lilah on a telephone, and discussing a possible rendezvous later that evening.
Fred and Gunn are sitting at a blackjack table while Angel watches. The three discuss Lorne's behavior. A Lornette approaches Vivian, the student chef who spoke with Lorne earlier, and gives her a chip. The chip, which sparkles as soon as it lands in Vivian's hand, entitles Vivian to play a special game called "Spin to Win" where the prize is a million dollars. The Lornette points out a door and tells Vivian to go through it and present her chip to the man who is guarding it. Vivian gets up.
Angel approaches the Lornette. He asks her to deliver a note to Lorne. She refuses at first, then relents.
Angel wanders past a row of slot machines, where people are playing as if in a stupor. In her higher realm, Cordelia observes this. She believes Angel notices something wrong, but wonders why he doesn't notice that she, Cordelia, also needs help.
While Gunn and Fred discuss Angel at the blackjack table, two bouncers grab Angel and hustle him away. Gunn and Fred, not knowing what happened to Angel, go looking for Lorne.
Outside the casino, the two bouncers beat up Angel. Angel puts on his vampire face and overcomes both of them. On his way back to the casino, he spots Vivian, the student chef, who seems to be sleepwalking. She walks in front of an automobile. Angel rescues her. She says she needs quarters.
Gunn and Fred find Lorne's dressing room. Seeing the security guards, they feel certain something is not right. Fred dresses up as a Lornette and talks her way past the guards.
Inside, Lorne at first attacks with an empty whiskey bottle, but recognizing Fred, he embraces her. He says he needs to be rescued. His reference to Fluffy, in an earlier telephone conversation with Fred, was a coded plea for help. He explains that Lee DeMarco, once a mediocre stage magician, managed to find some real magic and is using it, with Lorne's unwilling help, to destroy people's lives for his own profit.
Angel forces his way into the same room Vivian entered earlier that night. "Spin to Win" turns out to be a roulette-style game. The croupier asks Angel to leave, but Lee DeMarco enters, tosses Angel a chip, and invites him to play. Angel catches the chip and throws it on the table, saying he is not there for games, but the chip sparkles, which means Angel is in the game though he does not know it. When the house wins, Angel's face goes slack. He seems to have lost his spirit, like Vivian and the slot machine players he saw earlier that night. Lee hands him a cup full of quarters. Angel turns to go play the slots.
Fred runs out of Lorne's dressing room screaming. She tells the guards that Lorne attacked her and then escaped. When the guards go inside the dressing room to investigate, Lorne slips out. Fred then ties the door shut and finds Gunn. The three run down a corridor looking for a way out of the casino.
Lee DeMarco, in his office, receives a report on Angel. He seems impressed and surprised that Angel is a vampire with a soul and is destined to play a part in an apocalypse. He orders his lieutenant to contact their brokers and to telephone "that weirdo law firm in LA," Wolfram & Hart.
Fred, Gunn and Lorne hurry through the casino's main floor. Gunn finds Angel and asks him to attack the casino guards whom they expect will pursue them. Angel, who is playing a slot machine, responds in a non-committal way. Gunn does not seem to understand that Angel is not his usual self.
Gunn, Fred and Lorne escape to the Las Vegas strip. They try to elude the casino guards by hiding in the crowd. On the way, Lorne explains Lee DeMarco's game. DeMarco forces Lorne to find people in the audience who have a brilliant future ahead of them, then he offers these people a chip and a chance to play "Spin to Win," as they did with Vivian. The person's destiny is imprinted on the chip. The game is rigged never to pay off, so that the person loses his chip and with it his destiny. These destinies are sold on "an extremely black market". The person who lost his destiny then has no purpose or direction and never accomplishes anything. Some of them never get out of the casino, wasting their life playing slot machines.
Gunn now realizes what has happened to Angel. At this moment, three casino guards appear. Lorne, seeing a group of street musicians using a public address system, grabs their microphone and sings loudly at a high pitch. Hundreds of light bulbs shatter and people flee holding their ears. In the confusion, the three escape.
Gunn asks Lorne why he didn't simply refuse to cooperate in DeMarco's scheme. Lorne says DeMarco shot a girl in the head when he refused, and threatened to do it again if Lorne ever failed to cooperate.
Gunn, Fred and Lorne drive up to the Tropicana in Angel's convertible. Gunn goes inside to rescue Angel. Gunn finds Angel, who recognizes him but does not seem to understand or care about the situation. DeMarco's lieutenant walks through, leading security guards with Lorne and Fred in tow. They take Gunn as well, leaving Angel to play the slots.
Fred, Gunn and Lorne are taken to Lee DeMarco. DeMarco intends to kill Fred and Gunn.
In her higher realm, Cordelia is frustrated. She has power, but is not allowed to act. Seeing a way forward, she influences Angel's slot machine so that Angel wins $300,000 and a car.
DeMarco orders his guards to take Fred and Gunn into the desert and shoot them. His lieutenant informs him that Angel has won a jackpot. DeMarco orders that Angel be brought to him. DeMarco is soon convinced that Angel did not cheat. He orders that Angel be paid his winnings in quarters, and repeats the order to kill Fred and Gunn. Fred and Gunn resist. As the guards rough them up, Angel becomes angry, puts on his vampire face, and attacks the guards. In the melee, Lorne takes a nightstick from a fallen security guard and smashes a crystal ball that is the source of DeMarco's magic. At once, all the transfers of destiny are undone. Angel, among others, is himself once again.
The Fang Gang arrive back at the Hyperion Hotel. Angel is perplexed as to how he won the jackpot and why he was motivated to fight while in DeMarco's office. Entering the lobby, they see Cordelia, who does not remember them.
- Absurdly High-Stakes Game: Lorne is forced to read the destinies of casino patrons; those with "good" destinies (Fortune, fame, political power, etc.) were directed to a complimentary free spin on a million dollar prize wheel, and their destinies were taken and sold to the highest bidder when they lost. They are never told that they are risking their futures on the spin, and the game itself is rigged to always lose; afterwards they become aimless, nearly-mindless casino patrons who spend all their time pointlessly shuffling coins into slot machines. Angel himself is tricked into putting down a chip onto the game, but is saved when the team busts up the operation at the end of the episode.
- Aloof Ally: Angel watches his son fight a vampire and intervenes to help him by pushing a distraction off the roof, then vanishing. Wesley takes over Angel Investigations' clients while they're away. Cordelia pulls a Deus ex Machina from heaven.
- Anatomy of the Soul: The Million Dollar Spin To Win game steals people's fates ("futures trading", taken literally). People who would otherwise have had successful lives are rendered mindless drones, endlessly pouring money into slot machines that never pay out.
- And Your Little Dog, Too!: Lee DeMarco shot a chorus girl in front of Lorne when he refused to help his Evil Plan, and makes it clear he'll do it again if Lorne wavers.
- Attack Hello: Lorne just misses clobbering Fred with a vodka bottle when she turns up in disguise.
- Bad "Bad Acting": Fred trying to act like a hysterical chorus girl. Apparently Amy Acker kept joking to Andy Hallett, "I have to overact and act bad — can you give me any tips?"
- Bait-and-Switch: Gunn guessing they are going to something like that monastery Angel retreated to after Buffy's death. Cut to him realizing his dream of going to Vegas.
- Beethoven Was an Alien Spy: Lorne's presence on the Vegas stage makes Fred wonder if maybe the Blue Man Group are also demons.Angel: Only two of them.
- Bizarre Demon Biology: Assuming that Fred has been sent to diddle Lorne, the guards assure her that Lorne doesn't bite. Not with his mouth, anyway.
- Breather Episode: An episode set in Las Vegas largely focused on rescuing Lorne and bringing him back into the fold. While Lorne's bosses are certainly threatening and do some ugly things, the stakes are ultimately pretty self-contained and small-scale compared to the Big Bads looming on the horizon.
- Brick Joke: After Buffy's death Gunn suggested Angel get over it by going to Vegas. He instead went to Sri Lanka where he was attacked by demon monks. This time Gunn thinks they're going to a monastery when they're actually going to Vegas.
- Buffy Speak: Fred babbles that Lorne escaped via "some sort of of demon metamorphosis thing".Gunn: Something's feeling a lot not-quite-right about this.Fred: That's what I've been saying. Only with better grammar.
- Busman's Holiday: Figuring he needs a reading and the gang need time off, Angel takes them to Vegas to see Lorne's act.
- Call-Back: The Fang Gang entering the Hyperion after an adventure elsewhere to find an unexpected guest, which happened at the end of Season 2.
- Casino Episode: An evil casino turned out to be stealing its customers' destinies
- Chekhov's Gun: Wesley ordering the construction of his wrist-launched weapons which he will use in "Spin the Bottle".
- Chorus Girls: Lorne is working as a singer in Las Vegas, backed by a bevy of 'Lornettes' played by actual Vegas chorus girls who worked out their own performance for the act.
- Cliffhanger: The gang enter the Hyperion to find Cordelia. Who can't remember any of them.
- Covert Distress Code: Fluffy was meant to be this — unfortunately you have to let others know beforehand.
- Creator Cameo: During the first shot into the audience when Lorne is on stage singing, David Fury and Angel script supervisor Petra Jorgensen are sitting in the first row.
- Creator In-Joke: One of the scrolling banners in the soul-trading room reads DEAL WITH DISNEY TO RUN NEW ABC SERIES, referring to co-creator David Greenwalt, who left Angel earlier that year to produce Miracles.
- A Date with Rosie Palms: Implied: after Wesley and Lilah begin having phone sex, the former dismisses his subordinate and proceeds to make himself comfortable on the couch.
- Description Cut: Gunn saying that Angel is having a whole lot better luck than him, to Angel getting beaten up by goons.
"Exactly." Cut to Viva Las Vegas! as we enter the City of Sin.
- Gunn asking if they're going to somewhere like the monastery Angel went to.
- Deus ex Machina: Cordy influences a slot machine so Angel wins. As Angel has had his destiny taken from him, this panics DeMarco into having Angel brought to him to find out if he's still zonked.
- Dissimile: Not outright, but Angel saying that their vacation will be similar to the monastery he visited, when in fact they're going to Vegas, smacks of this.
- Diving Save: A zonked Vivian wanders out in front of a taxi, only to be saved by Angel.
- Dressing as the Enemy: Fred disguises herself as a Lornette to get into Lorne's room.
- Explain, Explain... Oh, Crap!:Fred: What happens to 'em? Those people?Lorne: Uh, nothing. Nothing happens to 'em, or will. They got no purpose, no direction. Unable to accomplish or succeed at anything ever again. Most never leave here. Some never get out of the casino. They just sit there shoveling coins into slot machines that never pay off, like zombies orGunn: Angel! They got him.
- Exposition of Immortality: Angel name-drops shamelessly — he played tennis with Bugsy Siegel, drank with the Rat Pack, and gate-crashed Elvis and Priscilla Presley's wedding.
- Fantastic Aesop: People gamble away their futures in the casino.
- Faux Affably Evil: Lee DeMarco
- Flashback Cut: Lorne being Mr. Exposition.
- Friend or Foe: Spenser gets shot by one of his own mooks during a struggle.
- Funny Background Event: Angel being hustled off by casino security behind Fred and Gunn.
- Gilded Cage: Lorne's room, though a literal cage is also involved.
- Gilligan Cut: Gunn is having a bad time at the tables and suspects that Angel's having better luck. Cut to Angel getting beaten up by security.
- Going Commando: Wesley is on the phone to Lilah, who tells him what type of panties she's wearing (unfortunately we only see and hear Wes' side of the conversation). Wesley tells her to take them off.No, not after your meeting. Now. Pretend you dropped your pencil. (listens) Very good.
- Hey, Wait!: As Fred tries to enter Lorne's room disguised as a chorus girl, she gets stopped by the guards — who tell her she's missed a spot with her green makeup.
- Hidden in Plain Sight: Lorne poses as a Vegas singer who dresses as a green-skinned demon.
- I Know You're Watching Me: Spoofed; Cordelia is snarking away at Angel from Fluffy Cloud Heaven when...Angel: I know you're there, watching me.Cordelia: Oh my God! Angel, you can hear me? I so love you. You don't know what it's been like—Fred: (walking up behind Angel with Gunn) We weren't spying...Cordelia: Oh, for crap's sake!
- Irony: One of the major cast members who doesn't go to Las Vegas (the other being Alexis Denisof) is Charisma Carpenter who is actually from there.
- Last-Name Basis: "Pryce here." Dropped the double-barreled name, too.
- Mandatory Line: Wesley's phone sex scene.
- Make Me Wanna Shout / Glass-Shattering Sound: Lorne, Fred and Gunn are blocked off by DeMarco's goons on Fremont Street. Lorne sees some buskers, grabs their microphone and does his thing, blowing out a whole bunch of light bulbs.
- Mook Horror Show: Connor and the vampire in the Cold Open.Vampire: Nothing human can move that fast. What are you?
- Ms. Fanservice: Amy Acker disguised as a chorus girl — Of Corsets Sexy, Stocking Filler, pumps, red panties, red horns, green skin and giggly. Oh yeah!
- Mugging the Monster: Angel gets beaten up by casino goons after trying to contact Lorne.Goon: We don't cotton to stalkers around here, freak. Don't even think about coming back to this casino, 'cause we're gonna remember your— (Angel vamps out) face?
- Not Himself: Angel and Vivian after they've had their destinies taken from them.
- Oh, Crap!: When the group realises that Angel's now lost his future.Fred: Uh-oh.Gunn: Yeah, I'd say that's a pretty big uh-oh.Fred: No, that uh-oh. (points to the approaching guards)
- Out-of-Character Alert: Averted — the gang had no idea that Lorne asking for the non-existent Fluffy was him saying he was in trouble (hardly surprising given Lorne's habit of being The Nicknamer)."Fluffy. Fluffy the dog. The dog you don't have. The universally recognized code for "I'm being held prisoner. Send help!""
- Paper-Thin Disguise: Lorne escapes in an overcoat and a trilby.
- Precision F-Strike: Really Cordelia — you're supposed to be a higher being.Cordy: Oh, for crap's sake!
- Pun: Lorne sings "It's Not Easy Being Green", and "Code Green" is used by casino security when he escapes. Also "future trading".
- Relative Button: Angel snaps out of his funk when he sees a gun pointed at Fred.
- Scary Black Man: Demarco's head bodyguard, who gut punches Lorne and clocks Angel without showing a hint of emotion. The third time he tries it on Fred, however, she kicks his ass.
- Scooby Stack: Fred and Gunn peeking around the corner at the mooks guarding Lorne's room.
- So Much for Stealth: The Fang Gang are wondering how Lorne is hiding himself in LA when they see him featured on a huge billboard.
- Squee!: Fred squeals in delight when Lorne starts singing "Creole Lady Marmalade".
- Tall Tale / We Need a Distraction: Fred tells the guards that Lorne escaped by shooting Frickin' Laser Beams from his horns. The guards point out there's no way out of his room, so she then claims he vomited up his skeleton and slithered away down the sink. They are needless to say skeptical, but enter the room to investigate — Lorne promptly slips out the door and locks them in.
- Television Geography: Lorne is performing and being held at the Tropicana, but when he exits the casino with Gunn and Fred, they appear to come out of Binion's at the Fremont Street Experience, which Lorne refers to as "Glitter Gulch". While this is consistent with Gunn saying he'll pick Angel up at the end of the block in front of the Nugget (The Golden Nugget), the Tropicana is actually on the South Vegas Strip, about 7 miles away from Fremont Street.
- Terms of Endangerment: DeMarco to Lorne.
- Villain Ball: Literally — a glowing easily-smashed Crystal Ball containing all those valuable stolen futures, kept in the same room you've just brought those prisoners you've caught, who you know like throwing punches around...
- Viva Las Vegas!: Angel takes the gang to Vegas, where Lorne is doing a very Wayne-Newtonish show. Against his will. It's learned that Angel attended Elvis' Vegas wedding and that only one member of the Blue Man Group is human.
- Walk-In Chime-In: Gunn tries to drag Angel away from his slot machine.Gunn: Game's over. We're going now.(They turn and see Fred and Lorne being held by goons.)Spenser: As a matter of fact, you're not.
- Weirdness Censor: Lorne's fans assume his green skin and horns are just make-up. It is Las Vegas, after all.
- What Measure Is a Mook?: Angel snaps a guard's wrist when he tries to stop Angel from entering the Million-A-Spin game.
- You Fight Like a Cow: Lampshaded by Angel, who complains that Connor should concentrate on fighting the vampire instead of talking.
- Your Soul Is Mine