Angelus, who has been stalking Lilah, is disappointed when he finds her already dead. Wesley and Gunn discover him holding her body, drinking whatever is left of her blood; he escapes through a window, allowing the two to assume he killed her. Downstairs, when Wesley and Gunn return to the lobby with news of Lilah's death, Lorne suggests protecting the hotel with the same magic that forbids violence at his club. When the group realizes that Angelus could have turned Lilah into a vampire, Wesley offers to prevent her potential rising.
Angelus visits a demon barwhere he is raucously receivedto question the patrons on the whereabouts of the Beast. In the basement, Wesley prepares to behead Lilah. After an imaginary conversation where he apologizes for their "not-a-relationship", he finally brings down the ax. Connor intends to destroy Angelus despite Cordelia's protests, but when he starts to leave, Cordelia faints mid-speech and Connor stops to care for her.
Meanwhile, Faith works out in prison until another prisoner attacks her with a knife. Faith efficiently knocks the woman, who claims that she's doing it for money, out. As the corrections officer hauls the other prisoner away, reassuring Faith they saw how she was attacked, Faith notices the ornate knife that was used. Angelus follows the scent of Lilah's blood to the weapon used to kill her, in the Beast's possession. The Beast says Angelus is a part of his master's plans, but Angelus refuses to take orders and leaves. Cordeliarevealed as the Beast's masteris disappointed. The Beast apologizes for his failures and she forgives him, then the two kiss.
Lorne performs the protection spell, and Wesley returns from the basement saying he intends to restore Angel's soul. Wesley visits Faith at the prison to ask for her help; although initially disinterested, upon learning that Angelus has "returned," she crashes through the glass, knocks out the prison guards, and jumps out of the high window with Wesley. (The clear implication is that Faith could have escaped prison any time she liked and only remained there as part of her self-imposed redemption efforts.) Faith tells him that she won't kill Angelus because of Angel's crucial role in her life and Wesley admits that's precisely why he chose her for the job. When they arrive at the hotel, Faith asserts herself as commander. Connor is displeased with her decision to rescue Angelus, not kill him, but Faith makes it clear her plan is the only plan.
Angelus, after overhearing a Slayer is in town, immediately calls Buffy Summers' house, where Dawn (off-screen) confirms that she's still in Sunnydale. Angelus is interested to find he'll be facing 'the other one'. Connor leads Faith, Wesley and Gunn into a factory (where Angelus has, with typical sardonic intent, erected a "Welcome, Faith" banner) and despite Faith's orders, beheads the first vampire that crosses his path. Faith yells at the teen for disobeying her and then tells him to go home because he refuses to listen to her. The two fight, but Faith is clearly stronger and eventually holds a crossbow to Connor's throat in warning. Connor returns to the hotel with Gunn, as Wesley and Faith split up to search the factory.
Faith finds Angelus with the Beast; she is badly beaten by the creature until Angelus stabs the Beast with a dagger made of the Beast's flesh (having realized the only thing strong enough to penetrate the demon's body was something that was made from him). This manages to destroy the Beast, however Angelus is dismayed to find that this really does restore the sun. Faith knocks out a large window, flooding the room with sunlight, forcing Angelus to keep his distance. At the hotel, the gang rejoices in the return of the sun and Connor goes upstairs to tell Cordelia. Connor sings Faith's praises until Cordy interrupts with news that she's pregnant with his child.
- Amazon Chaser: Connor is quite taken with Faith after she defeats him and (apparently) the Beast.
- Annoying Arrows: Connor yanks a quarrel out of Cordy.
- Answer Cut: Connor is ready to kill Angel despite what the Fang Gang wants.Lorne: Trouble is, we can't keep that boy in check.Gunn: Yeah, well, Angel aside, who could?(Cut to Faith in prison)
- Bad-Guy Bar / Bad Guys Play Pool: The demon bar version.
- Badass Boast: Faith tiring of Connor's antics.Faith: I get it. You're a super-being. (points crossbow at his throat) Are you a murderer? 'Cause I am. If it comes down to you or Angelus, you haven't shown me a thing to make me want to take your side.
- Badass Teacher: Faith tries to run Team Angel like some vampire equivalent of the LAPD SWAT in taking down, not taking out, a dangerous foe.
- Book-Ends: Cordelia kissing the Beast, and Cordelia kissing Connor.
- Borrowed Catchphrase: Following their jump out of a window several stories above the ground (and subsequent landing on a car below), Faith asks Wesley how he's doing. Wesley signals he's okay by replying with Faith's catchphrase of "Five by Five."
- Bullying a Dragon: The prison inmate who tries to kill Faith, despite it apparently being common knowledge that Faith can look after herself. Faith lifts a set of heavy barbells with one hand and knocks her out.Guard: Caught us by surprise. I mean, who'd be crazy enough to try to take you out?
- Call-Back: In Season 1's "Sanctuary", Wesley lampshaded that the police "would be ill-equipped to hold a Slayer against her will." Here, we see just how ill-equipped, as once Wesley convinces Faith to break out of prison, it only takes her about fifteen seconds.
- Car Cushion: Faith breaks out of jail by grabbing Wesley and jumping out a window, landing on a conveniently parked car a few floors beneath. The car cushions her fall, and she cushions his fall. Lack of injury is justified in that Faith, who has superpowers, is shown to take most of the hit and Wesley is still in noticeable pain afterwards.
- Cardboard Prison: Faith demonstrates that she was only in prison because she wanted to be when, seconds after deciding to leave, she's left.
- Chronic Backstabbing Disorder: Literally when Angelus stabs the Beast with its own knife.
- Continuity Nod: Wesley introducing Faith as "Faith, the Vampire Slayer" — Faith is (technically) the 'true' Slayer, taking on the role after Kendra's death (who succeeded Buffy after she died and was then resuscitated.)
- Curb-Stomp Battle: Faith soundly thrashes the inmate who attacks her. She later gets tossed around like a ragdoll by the Beast.
- Dead Person Conversation: Wesley has a Maybe Magic, Maybe Mundane version when he has to cut up Lilah Morgan's body under the (mistaken) belief that she'd been killed by Angelus. He has a conversation with Lilah (either a ghost or his grief-stricken imagination) about their relationship, which is cut short by Wesley cutting off her head with an axe.
- Death of the Hypotenuse: Lampshaded by Imaginary!Lilah, who points out that her death has made things easier for Wesley.
- Disconnected by Death: Angelus makes his phone call to Sunnydale from a smashed and blood-splattered booth.
- Does Not Like Magic: After seeing too many spells backfire or just fail altogether, Connor develops this attitude.Connor: Magic again. You people rely way too much on that junk.Wesley: We use whatever tools we have.Connor: Yeah, only it never really works the way it's supposed to.
- Double Entendre: In an episode with both Angelus and Faith? No kidding.Wesley: (watching Faith stake two vampires) Feel natural?
Faith: It's like riding a biker.
(on arrival at the hotel)
Faith: I hear you're a good fighter.
Gunn: I hold my own.
Faith: That's a shame.
Angelus: A little too tart for me, anyway. You know what I mean, Wes?
- The gang come across Angelus feeding on Lilah.
Angelus: Smile, Faith. I thought you'd enjoy a threesome.
- And once more with Foe Romance Subtext when Faith discovers the Beast is in it with Angelus.
- The Dreaded: The Slayer is this for the whole demonic community. After Faith easily deals with some vamps, word spreads like wildfire that a Slayer is in town. The Beast is also furious to see that Angelus has led Faith to him, knowing that a Slayer may very well be able to pose a danger to his plans.
- Due to the Dead: Wrongly assuming that Lilah has been murdered by Angelus, Wesley sets himself the task of cutting up his ex-lover's body so she won't rise again as a vampire.
- Eureka Moment: Wesley changes his mind about not being able to capture Angelus after "Lilah" talks about Angel's influence and never giving up on anyone... And Wes immediately makes the connection to Faith.
- Exactly What I Aimed At / Boomerang Comeback: Faith hurls a construction hook at Angelus, who easily dodges the slow-moving, dangling object and snarks about Faith's bad aim, and is about to close in for the kill when the hook shatters a covered window, releasing brilliant shafts of sunlight that separate the two.
- Fainting: Cordelia does her Fainting Seer act when Connor is about to walk out and take on Angelus.Gunn: Get her to the couch. (Fred, Gunn, and Lorne move Cordelia to a nearby chair)Cordelia: (comes to) What happened?Fred: You fainted.Cordelia: Oh. You mean like this? (faints again)
- Fantastic Fragility: The Beast is a particularly strong demon with a rock-like hide, able to shrug off even shotgun blasts; Angelus stabs The Beast In the Back with the knife he had carved out of his own bones as a tribute to his master. He promptly explodes.
- Foe Romance Subtext: On hearing that a Slayer is in town, Angelus calls Dawn in Sunnydale and asks if he can speak to her sister. On hearing a reply in the affirmative, Angelus hangs up and mutters in a disappointed tone, "It's the other one."
- Godzilla Threshold: Faith considers herself the Godzilla in this situation. She initially refuses to get involved in the fight against the apocalypse because of her Wild Card tendencies. That is, until she hears that Angelus has returned.
- Hold Your Hippogriffs: Connor says he doesn't give a flying sluk what Wesley thinks, in his first (and only) example of Quortothian slang. Sluks were the creatures that infested the hotel when Connor escaped Quortoth and it conveniently rhymes with the Earth version of the saying.
- Impaled Palm: Do not ask Angelus for his autograph for your hellspawn.
- Instant Fan Club: Angelus' groupies, Karl and Paco.
- Is That the Best You Can Do?: The Beast seems disappointed that Faith cannot injure him; he thought that fighting a Slayer would be more of a challenge.
- It Doesn't Mean Anything:Lilah: You're free now. No longer encumbered with the secret shame of our relationship.
Wesley: It wasn't a relationship.
Lilah: There's a signed dollar bill in your wallet I think proves different. You knew how I felt.
Wesley: You don't feel.
Lilah: The only true thing I ever--
Wesley: You didn't love me! You couldn't.
Lilah: We'll never know now, will we?
- Kick the Dog: Angelus stakes a female vamp, and stabs a demon through the palm, simply because they're annoying him.
- Let's You and Him Fight: Angelus lures Faith to the Beast's lair, knowing that one would take care of the other, leaving him in a stronger position. In the end, the Beast is dead at Angelus's hands and Faith is severely battered at the Beast's.
- Mooks: Angelus recruits some henchvamps.
- The Nicknamer: Angelus calls the Beast "Stonehenge". Gunn complains about The Powers That Sit On Their Be-hind.
- Nice Job Fixing It, Villain!:
- The Beast creates the only weapon that can kill him.
- Angelus kills the Beast and restores the sun, much to his annoyance.
- Not What It Looks Like: Angelus' verbatim reaction to being caught holding Lilah's body right after she'd been stabbed in the neck by Cordelia. Everyone naturally assumes he's the one who killed her, and Angelus is so amused by this turn of events, and by the fact that the heroes would never believe him anyway, that he doesn't even try to hide his snickers as he delivers the line.Angelus: (in a sarcastically overwrought voice) Wait, guys, it's not what it looks like!
- Oh, Crap!Wesley: We need you.
Faith: Well, uh, I hate to wet the paper for you, Wes, but I'm kinda unavailable right now. Maybe you want to check back in a few decades when my parole comes up.Wesley: You need to know—Faith: It's Armageddon again. I dig. The last thing you need's me in the mix. Besides, Angel'll come shining through in the end like he always does.Wesley: Angel's gone, Faith. Angelus is back.
- Off with Her Head! / Decapitated Mid-SentenceImaginary!Lilah: Let's just get it over with. That body's not gonna dismember itself, you know.Wesley: (lifts the battle-axe) I'm sorry, Lilah.Imaginary!Lilah: Oh, Wes, we don't have that word in our vocabulary. Not people like you and—
- The Pen Is Mightier: Angelus stabs a demon who asks him for his autograph in the palm with a pen.
- Pun: Angelus on seeing the Beast's knife, made from its own body. "I can see you put a lot of yourself into it."
- Punch! Punch! Punch! Uh Oh... / Punched Across the Room: Faith vs. the Beast.
- "The Reason You Suck" Speech: The Beast to Faith."This is all you are? I had heard the Slayer possessed great strength, but there's no real power here. My master's power is beyond all limits, beyond your petty imagining. You are weak. You're nothing. You could not even defeat me."
- Red Skies Crossover: An inmate tries to kill Faith with a Bringer knife, as a result of an outside contract presumably organised by an agent of the First, the Big Bad of Buffy the Vampire Slayer Season 7 who seeks to destroy the Slayer line. The actress playing that inmate also played a human assassin in BTVS "What's My Line?", though it's not clear if they're meant to be the same person.
- Self-Restraint: The prison Faith is kept in is presumably sufficient to keep ordinary humans inside. However, after Faith breaks out of it in 30 seconds (including about 1 second of planning), there can be no question that her incarceration was completely voluntary.
- SexFace Turn: Lilah calls Wesley on trying to achieve this."For all your supposed darkness, edge-of-the-razor mystique, (whispers in his ear) there was always a small part of you that thought you could pull me back from the brink of my evil, evil ways. Help me find redemption."
- Sink-or-Swim Mentor: Wesley checks that Faith is still up to scratch by setting her up to be attacked by some ordinary vampires. She aquits herself well — unfortunately one of the vampires decides to run away rather than fight, and spreads the word that there's a Slayer in town.
- Soft Glass: Faith diving straight through the (presumably extra-thick) window in prison.
- So Much for Stealth / Neon Sign HideoutWesley: How do you expect to find Angelus without Connor?Faith: The old-fashioned way. The kid's not the only tracker. Something'll turn up. A trail of bodies, tell-tale clue... (sees a huge sign on a building reading WELCOME FAITH) Maybe a carpet fiber...Wesley: So much for the element of surprise.
- Spell My Name with a "The"Connor: [Angelus] has to be destroyed. And I'm the Destroyer.
- Spiteful Spit: While being severely beaten, Faith is Defiant to the End and hocks a loogie of her own blood in The Beast's face.
- Sublime Rhyme: The protection spell.Lorne: Violence restrained, demons disarmed. For mortals within these walls, no harm. Protection and safety this charm doth endow, to make this shelter a sanctuary now.
- Super Window Jump: Wesley and Faith are talking via phone handsets on either side of a visiting room window. Faith isn't really interested in helping out with a potential apocalpyse, thinking she'll be even more dangerous in that situation. Wesley just tells her that Angelus is back. Faith smashes through the window, grabs Wesley as a 'hostage' and jumps out another window several stories up with Faith using her body to cushion Wesley's fall on a Car Cushion.
- Technicolor Death: The Beast's death. So much so he uncovers the sun.
- Tested on Humans: Lorne tests the protection spell by trying to clobber Connor with a candelabra.
- That's Gotta Hurt: Angelus watching the Beast inflict a No-Holds-Barred Beatdown on Faith.
- Villain Cred: Angelus gets a round of applause when he enters the demon bar.Angelus: That's right, brothers and sisters. The rumors are true. Angel has left the building, and I am back. But hey, I'm no different than the next guy. I put my victims' skin on one leg at a time.
- Wham Line:Cordelia: [to Connor] We're having a baby.