Connor, Wesley and Cordelia force their way into Wo-Pang's chambers and question him about Angel's soul, only to find that Angel's soul still remains in its container, although he warns them that if the container is broken and the soul isn't being controlled, the soul will cease to exist, Angelus will get out, and they'll,"be screwed." Angelus continues to taunt the gang, angering Gunn over his relationship with Fred. Lilah sneaks in, emerging from the sewers holding a crowbar and attempts a deal with Angelus. She tells him that she wants him to destroy the Beast who has now killed everyone who worked at Wolfram & Hart, including those who weren't in the office when he attacked, and she is the final survivor.
Back upstairs, Gunn and Fred discuss their relationship and Fred's recent kiss with Wesley. Gunn realizes that the relationship is past the point of no return and ends things between them, before finally spoting Lilah on the video monitor and rushes downstairs to put a tranquilizer dart in Angelus while Lilah runs off. While the others question Lilah's intentions, Wesley chases and catches her. He thumbs through her copy of Rhinehardt's Compendium, finding information his copy does not contain. Lilah had received her copy on the pan-dimensional black market, and Wesley determines someone has erased the information in this dimension which includes memories, explaining why Angel doesn't remember the Beast while Angelus does (as he was dormant at the time).
The gang discuss the Beast, and if he could have servants working for him. However Angelus wakes up and informs the gang that the Beast doesn't have servants; rather, it is the servant. He explains that the Beast he knew only cared about destruction, and didn't have the smarts necessary to cause the rain of fire or block out the sun. Therefore, it stands to reason that something even worse is waiting in the shadows and pulling the Beast's strings. Wesley returns with Lilah, but the gang are extremely suspicious of her and drill her about her intentions. Gunn leaves to keep watch on Angelus, who pushes Gunn's buttons again over his relationship with Fred and the gang. He mentions Dr. Seidel's death (from "Supersymmetry"), which he knows about because "even Angel's not that stupid." He offers to keep what Fred did a secret, but Gunn corrects him that Fred didn't kill Seidel, prompting Angelus to praise him for "steppin' up and bein' the man!" Angelus mock-commisserates with Gunn about Fred's affections shifting to Wesley, citing Wesley's recent descent into more violent behavior as the cause; "for once in your life," Angelus teases, "you just weren't dark enough." Gunn responds with a blast from his flame thrower, and Angelus crows that there's "hope" for Gunn yet.
Fred informs Wesley that she's no longer with Gunn, but Wesley takes the news as an opportunity to make another move on Fred, though he's interrupted by Cordelia and Lilah. Lilah and the gang argue about the possibility of saving the world, but then Cordelia gets a vision that allows her to see how to get Angel's soul back. Fred goes downstairs to inform Wesley about Cordy's vision, and she exchanges barbs with Angelus. While mock-praising Wesley, Angelus casually mentions his sexual liaisons with Lilah - another shock for Fred. Gunn and Connor dig up the grave of a soul eater, the skull of which is needed to return Angel's soul. Once they hit the coffin, the soul eater proves to be more active than dead and attacks the duo. With Connor incapacitated, Gunn is able to chop the demon to bits and retrieve the head.
Meanwhile, the Beast offers a gift to its unseen master; a knife made of his bones. Cordelia and Fred present the talismans they built for the spell while Gunn and Connor return with the fresh demon head. The spell is set up in the basement while Angelus tries to discourage them from trying. Wesley chants and a white soul-like mist emerges from the skull, passes through the talismans and surrounds Angelus in the cage. Angel's soul seems to be returned and once Angel sings forLorne, it's concluded that his soul really has returned. Still worried, Angel decides to stay in the cage and direct the others. Cordelia refuses to take his orders because he's acting like a coward and convinces him that he needs to be out of the cage. Free, Angel grabs Cordy, revealing that the spell did not work and that he is still Angelus. Cordy fights back and tries to hide in the cage, but Angelus knocks her out and heads upstairs to continue his Angel charade.
Angelus drops in on Fred, and the others are still fooled by him, but they don't get long to chat as he leaves spouting an excuse about going out to save the world. Spotting an unconscious Cordy in the cage, they realize Angelus lied and depart to find him. A consensus is reached that they won't be saving Angelus, they'll be killing him on sight now. Angelus roams the crazy streets of LA, but can't find anything but dead bodies and vampires, and he doubles back to the hotel. Lilah fires a round of bullets at him and Cordy tries to shoot him with the crossbow, but none of the attempts are successful. Angelus throws the crossbow bolt back at Cordelia's leg, taking her down and leaving him to deal with Lilah. Connor tracks Angelus back to the hotel. Angelus stalks Lilah until he finally finds her trying to hide. He takes her ax from her, but before he can kill her with it, she tosses him over a stair railing and runs off. Lilah runs into Cordelia, telling her that Angelus is going to kill them all. Cordelia responds by stabbing Lilah in the neck with the knife made from the Beast's bones, revealing that she is the Beast's master, and taunts her, saying that she let Angelus out for a reason.
- Almost Kiss: Fred reveals that she's split up with Gunn, then watches wide-eyed as Wes moves in for the kill.Wesley: I think This Is the Part Where... I'm supposed to say I'm sorry, and I'm really trying to be, but—(enter Lilah and Cordy)
- Arrow Catch: Angelus catches a quarrel fired by Cordy, and throws it back into her.
- Bond One-Liner:Connor: We got the skull of the soul-eater. [sets it on the table in front of Cordelia].Wesley: It looks rather fresh.Gunn: Yeah, we moved up its expiration date.
- Brick Joke: Wo-Pang is once more trying to meditate despite the sounds of the Fang Gang punching their way past his mooks. As the last one is tossed onto his incantation circle, he notes-to-self; "Must acquire better guards."
- To BtVS episode "Enemies", in which Giles and Buffy arrange for a demon to perform a "light show" and pretend to have stolen Angel's soul so he can spy on Faith and the Mayor. Here another light show is arranged by Evil!Cordy so Team Angel believes Angel's soul has been restored.
- Angelus chasing Lilah is reminiscent of Jenny Calendar's death in "Passion". However, instead of Angelus surprising Lilah and killing her, it was "Cordelia".
- Chekhov's Gun: The Beast's dagger made from its own bones.
- Children Are Innocent: Spoofed when Angelus grabs a girl to eat, only for her to turn out to be a vampire.
- Come Out, Come Out, Wherever You Are:Angelus: Lilah... Oh, Lilah...
- Continuity Nod: Fred mentions the Orb of Thesulah, used in an aborted attempt to capture Angelus' soul in BtVS "Passion" and the successful attempt in "Becoming, Part 2". The Chumash Indians (from BtVS "Pangs") buried the soul eater.
- Contrived Coincidence: Lampshaded and subverted.Cordelia: I thought the spell was...Lilah: Divine intervention? Trust me, you have more chances of winning the lottery six times in a row. I had the numbers done.Cordelia: Just makes me question-Angelus: (from the balcony) What's it all for, huh? I would too, if I were about to die.
- Cutting the Knot: The soul eater keeps going incorporeal to stop Gunn and Connor from landing a blow. When it sticks its hand into Connor's chest to drain his soul, Gunn just chops its hand off, then the demon's head.
- Deadpan Snarker: Forced to work with this Ragtag Bunch of Misfits, Lilah's Sarcasm Mode goes into overtime.
Cordelia: Do you know what Angelus would do if we let him out?Lilah: Kill you all in a bloody shower of violence, but hey- [smiles] -greater good.
- Lilah in response to Angel's Rousing Speech: "I can't believe we didn't slaughter you people years ago."
- Lilah suggests letting out Angelus to fight the Beast.
- Do Wrong, Right: When Angelus sees the chaotic dystopia the Beast has made... he sounds unimpressed."It's like shooting fish in a barrel. Where's the fun in that?"
- Explain, Explain... Oh, Crap!: Wesley, Gunn, Connor and Fred are tracking Angelus through the city while Cordelia and Lilah are back at the hotel.Connor: Angelus would want to feed, but his scent ends here, and it's not a highly populated area.Gunn: It ends here? Somebody pick him up?Connor: He would go to the place where he could wreak the most damage.Wesley: Which doesn't necessarily mean highly populated.Fred: He doubled back.
- Eye Awaken / Flash Step: The soul eater is rather difficult to kill. That's what happens when you say it won't put up much of a fight on account of being buried a couple of centuries ago.
- Fire-Breathing Weapon: Gunn breaks out the flamethrower to guard Angelus.
- The Good, the Bad, and the Evil: Lilah ends up joining Angel Investigations (sort of) after the rest of her firm is slaughtered by The Beast.
- Great Big Book of Everything: Inverted when an exhaustive scan of Wesley's books fails to dredge up any mention of The Beast. Lilah forks over a duplicate copy of one of Wesley's books this one, however, has an entry on The Beast earmarked. Explanation? "I got mine from way out of town." (i.e. an alternate dimension).
- Homoerotic Subtext: We have Foe Yay Les Yay...Cordelia: Man, I'd love to punch your face in.Lilah: Are you trying to turn me on?
Angelus: Mmm. Man, I'm telling ya... if I swung that way... Look at him. (whistles) all rugged and handsome and brains... man, he's damn-near perfect.Wesley: Thank you.
- And once more with Ho Yay
- I Did What I Had to Do: Gunn gives this, word-for-word, as his justification for killing Fred's former professor.
- I Need a Freaking Drink: Angelus says this to Fred, who needless to say is rather alarmed.
- Impromptu Tracheotomy: Lilah gets stabbed in the neck by Evil!Cordy — this leads to the gang assuming in the next episode that Angelus killed her.
- Living Lie Detector: Angel is asked to sing for Lorne to prove he's got his soul back. After a few bars Lorne gives his enthusiastic approval. Unfortunately while everyone was watching the fancy light show swirling around Angelus, Evil!Cordelia was putting the whammy on Lorne; Angelus hasn't left the building.
- Meaningful Echo: Angelus echoes Faith's words when she's pretending to be Buffy in the BtVS episode "Who Are You" when he says in mock contrition "Being evil is wrong."
- Mercy Lead: Angelus counts to ten before chasing after Lilah.
- The Nicknamer: Lorne calls Lilah "succu-bitch". Lilah calls Cordy "Saint Cordelia".Gunn: Now, instead of just worrying about the Big Bad Rocky, we got Darth Vampire living in the basement.
- Out-of-Character Alert: Brought up by Angelus concerning the Beast; based on his own past experience with the Beast, the demon is more interested in just smashing stuff than actually thinking things through, so the mere fact that it's operating with any kind of plan affirms to Angelus that it has a master.
- Rape Is a Special Kind of Evil: Angelus threatens to do nasty things to Fred.
- Saying Too Much / You Just Told Me: Gunn lets slip to Angelus that he murdered Professor Seidel.Angelus: Come on, even Angel's not that stupid. The way things changed between you two... the furtive looks, all that guilt. Mm. There's nothing like your first murder. Don't worry, I won't tell what our little girl did.Gunn: She didn't—Angelus: Yeah! So, it was you, stepping up and being the man!Gunn: I Did What I Had to Do.Angelus: I guess Fred didn't quite see it that way, huh?
- Ship Sinking: Not only is there more Funn, but Angelus letting slip about Wesley and Lilah also sinks Wesley's chances with Fred until Season 5.
- Shut Up, Kirk!:Lilah: Forget about the goody-goody. You want to kill the Beast and give his boss a run for his evil? The answer is downstairs in a cagesick Angelus on him.Cordelia: Do you know what Angelus would do if we let him out?Lilah: Kill you all in a bloody shower of violence, but hey(puts her hands together as if in prayer) greater good.Cordelia: We'll find another way. I'm sure if we just allLilah: What? Hold hands and sing a hymn? That might be a little hard when the Beast is ripping your guts out. (walks away, up the stairs)Cordelia: Lilah, I know things look grim right now.Lilah: (without turning around) Don't go watchtower on me Saint Cordelia. I don't think I could stomach it.Cordelia: Man, I'd love to punch your face in.Lilah: (turns to look at Cordy) Are you trying to turn me on?Cordelia: What's sad about people like you, Lilahit all comes down to fear.Lilah: (nods) Fascinating. Now that we've got that settled. (walks upstairs)Cordelia: You're too scared to believe in anything because you're too scared to hope. You won't even open your eyes to the possibility.Lilah: (giggles, faces Cordy) You don't get it, do you, twinkie? I'm what I believe in. And you think I got this far by sticking my head in the sand? The Beast that eviscerated me has a boss, and that boss is going to end life as we know it, and nobody is coming to save us! Not Angel, not the Powers that Be, and not the forty-damn-second cavalry! (Cordelia's head snaps back) So if anybody has scales on the rise (white-eyed Cordelia looks at Lilah) it's you.
- Sophisticated as Hell:Wo-Pang: There is no other way known to me. Without the Muo-Ping... [shrugs] you're screwed.
- Staircase Tumble: Angelus. Lilah then pushes a cabinet down on top of him.
- Super Senses: Fred and Gunn are arguing over the latter's affections for Wesley, when Angelus chimes in off the CCTV monitor. Turns out he can hear everything from the basement.
- There Is No Kill Like Overkill: Lilah reveals that every member of the L.A branch of Wolfram & Hart has been killed, even outlying offices and people who were on sick leave. Season 5 however will reveal that she was lying or they were easily replaced.
- This Is the Part Where...: Wesley invokes this trope after Fred tells him that she and Gunn broke up, noting that he should be saying that he's sorry ("And I'm really trying to be"), but given how clear his romantic intentions have been, it would be somewhat disingenuous. Lilah and Cordelia arrive before he can actually offer a clear response.
- Tome of Eldritch Lore: Rhinehardt's Compendium — turns out that Wesley's copy doesn't match Lilah's, which she got from another dimension. Wesley realizes that all mention of the Beast has been wiped from this dimension.
- Undead Child: After getting out of the hotel, Angelus looks for some human on which to feed on the streets of LA, but everyone is either dead or a demon. Finally he spots a little girl walking by, grabs her, lifts her up... and discovers that she is a vampire.
- We Can Rule Together: AvertedAngelus: Lilah, I had such high hopes for us. Your devious mind, my killer instincts. What a team we would have made.Lilah: Could still make.Angelus: Always were a closer. Unfortunately, with the new big scary in town, you're just not looking so tough anymore. And I'm a winning team kind of a guy. Couple that with the recent people shortage...you know, you're lucky I'm letting you yak this long. [Deadly Lunge]
- We Will Meet Again: Angelus shouts "It's not over!" as the gang prepare to restore his soul.
- Wham Episode: Cordelia is revealed to be the agent behind the Beast.Lilah: He's gonna kill us!
- You, Get Me Coffee: Angel tells Lilah to make herself useful and fetch coffee for the others. A short time later there's a crash and Lilah is shown standing over a pile of smashed mugs.Lilah: It's my inner megalomaniac. I, uh, rebel at serving coffee.
- You Got SpunkAngelus: Ooh, she really has put on spunk, hasn't she, Wes. Not the same, shy, bitchcow we pulled out of Pylea.Fred: There's only one bitch here, and I'm looking at him.