After Connor alerted Jasmine's worshipers to their presence, the Angel investigations team escapes, while Angel bars the door. When the door give sway, he begins beating up Connor, while the other worshipers grab fragments of the door and threaten to stake him.
Outside, Gunn, Lorne, Fred, and Wesley are escaping in a car. At the last moment, Angel drops Connor onto the hood, then drags him off, climbs in the car, and tells the gang to drive away. As they do, they are followed by a mob of Jasmine's followers, with Jasmine herself at the rear.
The car drives along, while the radio plays updates about Jasmine's takeover of Los Angeles. They turn the radio off and debate their optionsno weapons, no food, little gas, and no idea of what to do next.
Back at the hotel, Jasmine consumes four more of her worshipers, bathing the room in green light. Connor is in the room, and watches the whole thing. With a touch, she heals Connor of his wounds, and he tells her about the situation. Jasmine says they have nothing to fear, as her followers grow closer to her with every passing moment. She can use them as a weapon if need be.
The Angel team pulls up to a gas station, in an attempt to get gas before leaving town entirely. Bystanders, under Jasmine's control, attack them with fists, weapons and broken bottles, while she taunts them. They are able to get gas, then leave, pursued by police cars.
Finally, the Angel team lose the police. They abandon their car and hide in the sewers. Tensions are running high between them, but Angel takes charge of the situation, telling them to forget about Cordelia. As they go further into the tunnels, the red eyes of rats begin to appear.
Connor sits by Cordelia's side. Jasmine comes in and Connor shows her the wound on Cordelia's arm. She calls the cure "black, deceitful magic," further nudging conner toward suspicion of magic. Then she tells Connor to leave her alone with Cordelia.
Back in the tunnels, everyone is having trouble forgetting Cordelia and how it felt to be under Jasmine's influence. They talk about some of the strange inconsistencies surrounding Jasmine, then suddenly the floor opens beneath Angel. He falls, nearly landing on wooden spikes. A gang of young people with improvised weapons corner the gang. Using his supernatural strength, Angel kicks off a fight where he and the team gain the upper hand. Now that everyone's talking, Gunn discovers that he knows one of the members of this group. Before they can catch up, strange noises alert the underground group, and they take the Angel team back to their home base.
At the hotel, Connor comes in and finds Cordelia's body missing. Jasmine explains that, since Cordelia is a weakness, she has put her somewhere elsesomewhere secret.
In the tunnels, the Angel crew find themselves in the lair of this underground group. Gunn explains that the former leader was a friend of his, who led this team until the sun went out, when they went underground. Angel inspects the headquarters for weaknesses, while Randall fills in the Angel team on how they get here. After asking about clean water, Angel washes Cordelia's blood (and Connor's) off of his hands. The two groups discuss teaming up against Jasmine.
The governor calls Jasmine, telling her that he will dissolve his government and relinquish power to her. She revels in her growing power, bragging to Connor about the brightness of the future, drawing him ever closer to her. He has still not given in to her power, but Jasmine encourages him to relinquish his pain and give in wholly to her. He tenses up, driving his fingernails into her hand, then seems to give in.
Back in the sewer, the newly combined rebels are attacked by unseen creatures while on patrol. While Angel tries to fend off the creatures, he reveals his vampire nature. Matthew runs away, and Gunn and Fred go to catch him. Now the rest of the kids underground turn on Angel. He intimidates them into allowing him and Lorne to go after Wesley.
Wesley is taken by the Zealot, who profess to having loved Jasmine first. He seems to back off, but reveal that Zealots treat love as a sacrifice, and Wesley is going to be part of it.
Elsewhere in the tunnels, Gunn and Fred are stalled while trying to find Matthew. She confronts him about his ability to turn off his emotion, and he retorts with a sharp comment about Professor Seidel's death. She confesses that she hates that she did that. She comments that she would take emotion over being an emotionless shell any day.
Wesley tries to learn about the Zealots. They are trying to get Jasmine's attention with a spell of ancient power, to return to them as her original worshipers. They are dismembering a vampire, and are confused by their inability to kill him. Wesley begins to explain the nature of vampires, and gets sidetracked on names. He realizes that Jasmine can be destroyed by the use of her name. He tries to learn the name, but the Zealot threatens to kill him. Angel arrives and begins to fight the creature.
Gunn and Fred find their way to the surface, hiding around corners and trying to remain out of sight. They find Matthew, and try to take him back underground. Gunn has to resort to knocking him out, which horrifies Fred.
Lorne tries to give a lecture to the teenagers about using strong words, when Gunn returns with Matthew in tow. Golden is angry at Gunn for knocking Matthew out, but suddenly Matthew wakes up, using Jasmine's voice and taking the teens into her power. Lorne, Gunn, and Fred rush out, but are cornered by Connor, with a team of soldiers in tow. They make a run for it and her pursues.
Angel manages to defeat the Zealot, and Wesley explains what he has learned about them and about Jasmine's name. Wesley notices a talisman that he suspects will open a portal to the Zealot homeworld. Before he can do anything about it, Angel and Connor sense each other and start heading to one another. Angel finds the other members of the crew and leads them to Wesley, where they bar the door and try to hold off the soldiers.
Wesley activates the ball with blood, but realizes that none of them can go through it, since the atmosphere on the other side is toxic. Angel steps through the portal. Connor breaks down the door and the climactic fight scene begins.
Back at the hotel, Jasmine revels in her power, as wounds appear all over her and immediately heal.
Angel steps out of the portal and into the other world, where he is immediately surrounded by hundreds of Zealots. "Oh, hell."
- Absurdly Spacious Sewer: Up to Eleven when the Fang Gang flee into the sewers to escape Jasmine. Not only is there already a cadre of survivors living there, but the interior more resembles Cheyenne Mountain.
- Action Mom:Lorne: (pointing a woman about to Wrench Whack Wes) Soccer mom, 12 o'clock!
- All Up to You: Angel is the only one who can go to the spider demons' world to retrieve Jasmine's true name, because the atmosphere is poisonous to humans and, as a vampire, he doesn't need to breathe.
- An Aesop: Lorne gives the vigilante gang a good talking to about their Fantastic Racism.Lorne: And that's why when we use words like "ugly-ass" and "beastie," we can sometimes do more damage than we intend to. It ain't all about sticks and stones, my young friends. That's all. A little life lesson. One to grow on. (points) Knowing... knowing is half the—Golden: Man, shut up!
- All Planets Are Earth-Like: Averted — Angel is the only one who can pass through the portal onto the alien world, as its atmosphere would kill anyone who isn't already dead.
- And I Must Scream / Body Horror: One of the spider-demon's victims turns out to be a vampire, imprisoned in his flesh wall yet still alive.Spider Demon: I tear your guts all inside out. I stitch your guts every all over. Why don't you go dead?
- Authority Equals AsskickingAngel: What else do we know about [the High Priest]?Wesley: I'm just guessing that he's bigger and meaner than our big, mean friend over there.
- Subverted when he turns out to be a short guy with only two legs.
- Badass Boast: Angel makes it clear to Golden's gang that he can take their weapons off them easily, so they better take the pointy bits out of his face.
- Blade on a Stick: Golden's gang are armed with these.
- Blood MagicWesley: Are you preparing a spell?Spider Demon: Mmm, this blood magic. Flesh magic. Older than words. More much power.
- Book-Ends / You Shall Not Pass!: Angel holding the door so his friends can escape, is inverted at the end of the episode with them holding the door so he can escape.
- The Dragon: Connor for Jasmine.
- Cliffhanger / Oh, Crap!: Angel arrives on an alien planet to find himself surrounded by hundreds of bug-like aliens.
- Contrived Coincidence / Leaning on the Fourth Wall:Fred: It's weird, really, us running into you like this. I mean, we're professional monster killers.
- Creepy Child: Any child possessed by Jasmine.
- Curse Cut Short:Vampire Victim: Why don't you go f— (screams as the demon attacks him)Spidery Demon: Pssh! More talky meat. (throws the victim's tongue over to Wesley)
- Death World: The Spider demons' dimension has an atmosphere that's fatally toxic to humans. Angel's the only one who can survive there, since he's a vampire and doesn't need to breathe.
- Destination Defenestration / Car Cushion: The gang are in the car, arguing about whether to go back for Angel. Suddenly Angel and Connor's beaten body slam onto the hood.Angel: (drags Connor's body off the car) Let's go.
- Evil Laugh: Jasmine really goes to town on this.
- Fanservice: Some of Jasmine's more attractive followers strip down to their underwear to feed her.
- Flashback Cut: Angel sees his son's blood on his knuckles and flashes back to beating him.
- Foreshadowing: Fred tells Gunn she doesn't ever want to become an emotionless shell.
- Good Is Not Nice: Angel doesn't hesitate to leave his badly injured son behind.Fred: What if he doesn't wake up?Angel: What if we took him and he did?
- Grievous Bottley Harm: One of the attackers at the gas station breaks a bottle, but is knocked out by Fred.
- Healing Hands: Jasmine fixes the injuries Angel inflicted on his son.
- Healing Factor: Cuts appear on Jasmine's body as the Fang Gang fight her minions — she just laughs maniacally and the wounds heal moments after they're inflicted.
- Hive Mind: Jasmine can now speak and act directly through all her followers (including Connor) and everyone who hears her voice falls under her control.
- I Did What I Had to Do: Gunn on knocking out Matthew.Gunn: There's a whole new world of bad going on upstairs, and your boy was walking into it blind. Now, we did what we had to, and frankly, I ain't interested in your opinion on the subject!
- I Know Your True Name: Wesley has a "Eureka!" Moment.Spider Demon: You creatures! Throwing your names all over all the time! That's why you're so weak. Too many are knowing your names, takes your power away.Wesley: She has a name, and it has power over her! That's why she keeps it a secret!
- In a Single Bound: Angel falls down a hole, and his friends get ambushed by Golden's gang. Angel leaps out of the hole to stop them.
- La Résistance: Averted — Golden's gang are obvious candidates, but they fall under Jasmine's spell the moment they hear her voice.
- The Magnificent: She Who Walks Among Us.
- Malevolent Masked Men: The National Guard.
- Mercy Lead:Wesley: Aren't you worried I'll just run away?Demon: Hm. Not worried. Good at catching furries.
- The Mole: By the time Fred and Gunn catch up with Matthew, he's already fallen under Jasmine's control.
- New Era Speech: How could Jasmine, i.e. "Miss Utopia Justifies the Means Personified", have been complete without examples of this, like "I come to you not as a leader or divinity, but as your partner in a venture to make this the best of all possible worlds, without borders, without hunger, war, or misery. A world built on love, respect, understanding, and, well, just enjoying one another. Doesn't that sound nice?"
- Not Helping Your Case: Lorne tries to convince Golden and company that Angel is goodLorne: He only drinks pigs' blood.Angel: Lorne!Lorne: Well, it's true. Ya gotta give an undead fella points for that, right?
- Oh, Crap!: Matthew says to the Fang Gang in Jasmine's voice: "I see you..."
- "Open!" Says Me: Hilarious Outtakes include a scene where Angel runs to block the door that Connor is trying to break through, only to fall on top of him when the doorframe falls to pieces.
- Power Glows: The Key which opens a Door of Doom to the spider-demons' world.
- Punctuated Pounding: On a more serious note; Connor trying to break down the door with Angel on the other side.Connor: I'm finally part of something! (crash) I belong! (crash) I won't let anyone ruin that!
- Right Behind Me:Lorne: It's strange, but under that blood-feeding creature of the night facade, [Angel] seems a bit heartless lately.Angel: Hearts get in the way.Lorne: Hearing as good as ever, though, boss!
- Rock Bottom:Gunn: We need a damn break. But the universe don't seem to be handing breaks out to the underdog lately. No leads, no database, no weapons, no shelter.Wesley: And very little gas.
- Room Full of Crazy: It's revealed that before the goddess Jasmine came to Earth, she was being revered in other dimensions and her previous followers are obsessed with bringing her back. In the sewers, Wesley is dragged away by one of the Spider Monsters into its lair and discovers that the demon has been creating an elaborate summoning mandala out of flesh and blood of its victims along one wall, using blood magic because "She is older than words".
- Rule of Three: Jasmine and Connor each saying "Angel!" to Lorne shouting Angel's name when he catches sight of him.
- She Who Must Not Be Named
- Spider Limbs / Red Eyes, Take Warning: Wesley encounters a multi-limbed demon from a planet that used to worship Jasmine.
- This Is Gonna Suck: Angel's reaction when he goes to the spider demons' world... and finds himself surrounded by hundreds of them.Angel: Oh, hell.
- This Is the Part Where...: The National Guard are breaking down the door.Wesley: (holding the door) We can't hold it.Gunn: Time for the big fight scene.
- Tongue Trauma: A demon cuts up several people, including a few vampires, to make a mural from their body parts. As the vampires haven't been staked or beheaded, they are still alive. One of the vampires begs to be put out of his misery, but the demon rips his tongue out of his mouth to get him to shut up.
- Vertical Kidnapping: The spider demon grabbing Golden. Fortunately Angel makes it let go.
- Walk-In Chime-In: Angel as always.Spider Demon: (choking Wes after he asks too many questions) I just messenger from the ones who love truly.Angel: (entering cave) Well, then I guess it's time to Shoot the Messenger. Or, you know, chop the messenger into little bitty pieces. Whatever.
- Why Did It Have to Be Snakes?: Gunn doesn't like the idea of being Reduced to Ratburgers. Neither does Angel for that matter.