Angel is alone in a conference room, impatient because he's called a meeting and no one else is there. Harmony explains that Wesley is babysitting Illyria, Gunn is still in the hospital, and Lorne is in parts unknown. Spike enters with a briefcase, wanting to take part in his first meeting with the group. Angel starts filling him in and Spike pulls out a beer. He wonders why he's always on reconnaissance and mentions that he'd rather have a rescue mission with a girl. Angel remembers Fred saying "handsome man, saved me from the monsters" in Pylea and regrets bringing her to Los Angeles He thinks he's been lying to himself about making the world a better place. He and Spike discuss the supposedly impending apocalypse and Angel says that the Senior Partners are planning something. He doesn't want to sit around and wait for them to do something, so Spike suggests finding a link to them.
The two head to Eve's apartment, but she says that even if she hadn't been cut off from the Senior Partners, she wouldn't help them. Angel notes that Eve is keeping herself hidden from the Senior Partners because she knows that if they find out where she is, they'll nab her. Eve is mad that Lindsey is gone and blasts Angel for letting the Senior Partners grab him. The house suddenly starts shaking and Eve accuses Angel of telling the Senior Partners where she is. He tells her he didn't and she says that she'll tell him anything he wants to know if he takes her with her. As a man in a suit arrives, Angel, Spike, and Eve make their escape.
Lorne reads a bartender at Caritas, then admits that he's sick of being cheerful all the time. He says that he's stopped telling people the truth and instead has been telling them what they want to hear. He started drinking a lot after Fred got sick, but now he's realized that he's not accomplishing anything, so he's going to go back to Wolfram & Hart and pretend that he can help.
Angel and Spike take Eve to the firm, where Angel beefs up security, then goes to see Gunn. Angel tells him what's going on and asks if he has jurisdiction to protect Eve. Gunn says that he doesn't know and Angel reminds him that he paid a big price for the legal knowledge he has, so he should put it to good use. Gunn finally tells him that as CEO of Wolfram & Hart, he can invoke an order which will let him take care of Eve. Angel tells Gunn that he knows he feels bad about what happened to Fred, and he should, but he has to take every chance he gets for atonement.
In his apartment, Wesley has a dream about Fred, in which she tells him, "This is only the first layer. Don't you wanna see how deep I go?" When he wakes up, Illyria is with him. They both note that they don't like the world much and she wonders why he's still in it. Back at the firm, Eve isn't too confident that the Senior Partners won't find her, even though Angel assures her that she's under his protection. He asks her about her job and she replies that she's "a child of the Senior Partners, created to do their bidding." Angel notes that she's immortal and asks what the Senior Partners are. Eve claims not to know, saying that she's on a need-to-know basis with them. She says that Lindsey could have given them more info, but they lost their chance. She adds that he knew more about Angel than Angel does, but the Senior Partners sent him to a hell dimension instead of killing him.
Lindsey is, it turns out, living with a beautiful wife and child in the Senior Partners' idea of Hell, more commonly known as suburbia. He goes out to get the morning paper and pick up his son's skateboard. Back in Angel's office, Spike talks about the different hell dimensions. Angel isn't sure they can believe Eve, but Lorne says that she was being sincere when he read her - "No one can fake it through '"The Piña Colada Song"'. Not once the chorus kicks in." Angel wants to know what Lindsey knows about the Senior Partners, but Spike points out that they'll have a hard time figuring out which hell dimension Lindsey is in. Gunn arrives, no longer in a suit but now wearing his street clothes again, and announces that he knows which one Lindsey's in and can get them there.
In suburbia, Lindsey helps his son with his homework, studying the various layers of the Earth. His wife tells him that the oven light went out and she needs him to go to the basement to get a new bulb. Lindsey reluctantly heads downstairs, scared of something. Angel, Spike, and Gunn head to the garage as Gunn explains that a previous Senior Partners case is similar to Lindsey's, so Lindsey must be in the same place the other guy was. He says that he's actually in a holding dimension, which is more like a penalty box than a hell dimension. Angel, Spike, and Gunn get in a Camaro, which drives itself, prompting Spike to think of K.I.T.T. from Knight Rider. Gunn says that when they arrive, they have to find the Wrath, which they have to go through to get back to Wolfram & Hart. The Camaro emerges from a tunnel into daylight and the guys note that they're in suburbia, which Angel thinks is more of a reward for Lindsey than a punishment.
Wesley and Illyria continue talking about nothing, though she does mention the dimension that contains nothing but shrimp (see "Superstar" and "Triangle", which referenced a world without shrimp), noting that she "tired of that one quickly". Lindsey begins his day in suburbia again, picking up the paper and skateboard as he did before. The Camaro arrives and Gunn has to remind Spike and Angel that in alternate dimensions, they're not affected by the sun (see "Over the Rainbow"). They head to Lindsey's house, but Lindsey doesn't recognize the three of them. They try to explain that Lindsey is under a spell, but Lindsey thinks they're playing a trick on him.
At Wolfram & Hart, Eve worries that Lindsey won't come back. Lorne reminds her that no one can harm her, since she's under Angel's protection. Eve says that the Senior Partners won't honor that arrangement. Lorne tells her that no one can get into the building, but a security alarm goes off. The man in the suit arrives, kills a guard, and heads for Angel's office.
Back in suburbia, Lindsey tries to kick Angel, Spike, and Gunn out as they tell him that he's coming with them. Angel notes that he's wearing a necklace, so he pulls it off, breaking the spell. Lindsey tells Angel to make it quick, thinking he's going to kill him, but Angel says he's not going to kill him. Before the guys can leave, Lindsey's wife arrives and opens fire with an uzi submachine gun. Angel sends Spike, Gunn, and Lindsey to the car, then starts fighting Lindsey's wife. Unfortunately, the Camaro is gone. An ice cream truck pulls up and the driver starts shooting them, soon joined by a mailman. Spike, Gunn, and Lindsey head back to the house. Lindsey's son joins in the gunfight as Gunn tries to figure out where the Wrath is. He suggests trying to get out through the basement, but Lindsey doesn't want to go back down there. The four guys head to the basement anyway.
At the Wolfram & Hart offices, Harmony grabs the guy in the suit and tries to kill him by breaking his neck, but isn't strong enough. Eve and Lorne take off for the elevator, but the man easily throws Harmony off, and heads after them. In the dungeon-like basement, Spike finds a pile of hearts, which Lindsey says are his. Angel finds a huge flaming furnace and thinks it might be the Wrath. Lindsey notes that "he" is coming, and the guys see a demon approaching. Angel and Spike fight the demon and start to head for the furnace. Gunn puts on Lindsey's necklace and says that he's doing "what needs to be done." Angel refuses to leave him behind, but Gunn says, "You don't make the rules here. Wolfram & Hart does. If one leaves, one has to stay. A void is impossible." Angel realizes that Gunn came along because he knew about this and wanted to do something to atone for Fred's death. Angel, Spike, and Lindsey head through the furnace, and once the gate closes, Gunn has completely taken Lindsey's place.
Lorne and Eve run to Angel's garage and have trouble matching up a set of keys to a car. They finally make a match, but before they can drive off, a portal opens above them and Angel, Spike, and Lindsey land in the car. Eve is thrilled to see Lindsey, and the five of them start to go back inside. Lorne starts to warn Angel about the guy in the suit, but he realizes that Gunn hasn't returned. Angel tells him that they left him behind, despite their past agreement to never leave someone behind. The man in the suit arrives and Angel notes that, as Lorne said, he is well-dressed.
Angel tries to convince the man in the suit that Eve is under his protection, but he pulls out her contract and has her sign it. He introduces himself as Marcus Hamilton, the gang's new liaison to the Senior Partners. Eve has just signed over some privileges, her immortality, and her duties to him. Angel notes that Eve said that she was going to die; she notes that now she will. Hamilton tells Angel that the Senior Partners are 100% behind him, then says that he's happy to be a part of their team now.
Meanwhile, Illyria and Wesley hang out on the roof of Wesley's building looking at the lights of Los Angeles at night and keep talking about nothing. In Angel's apartment, Lorne pulls bullets out of Angel, and next Spike's back as Lindsey and Eve cuddle, happy to be back together. Lindsey wonders how Gunn will handle the suburbia hell, gloating that he's out of there. Angel tells Lindsey that just because he released him from the suburbia hell dimension, Lindsey is not free to leave and he will go into the holding facilities of Wolfram & Hart for the time being, after he tells Angel and the group what he knows about the Senior Partners and what their plans are. Lindsey talks about Earth being Hell by itself which is how Wolfram & Hart works and thrives. Angel says that he's already heard that speech three years ago from Holland Manners (see "Reprise"). "Did you ever prove him wrong?" Lindsey asks. He tells Angel that the apocalypse has been here around them all along even before Angel and his friends came to work at Wolfram & Hart, and Angel just hasn't seen it. "Heroes don't accept the world the way it is," Lindsey says. "Heroes fight." Angel notes that everything they've been doing at Wolfram & Hart has been a distraction by the Senior Partners to keep them from looking under the surface and seeing what's coming. "The war's already here, Angel," Lindsey tells him. "And you're already two soldiers down," referring to the recent losses - Cordelia and Fred (Or possibly Doyle.) In the suburbia dimension, Gunn helps his son with his homework, discussing the layers of the Earth. His wife sends him to the basement for an oven bulb, but he's reluctant to go.
- After Action Patch Up: Lorne removes the bullets from Spike's back — The Return of Shirtless Spike!
- And Show It to You: The gang find a pile of human hearts in the basement. They all belong to Lindsey.
- Another Dimension: Illyria talks about moving between dimensions, she said that she went to "a world with nothing but shrimp" but "tired of it quickly."
- Anti Climax Cut:
- Eve says that Lindsay must be trapped in some terrible hell dimension; cut to Lindsey snuggling in bed with a beautiful blonde.
- Spike says that something ugly is waiting for them behind the door to Lindsey's house. Cue astonished looks from Team Angel as they're greeted by the above-mentioned blonde.
- The Atoner: Gunn knew all along that someone would have to take Lindsey's place so he could leave the holding dimension, and came along purely so he could fulfill that role and atone for Fred's death.
- Artificial Human: Eve states she's not human but a "Child of the Senior Partners", created to do their bidding. It is implied Marcus is one as well.
- Automated Automobiles: Angel is weirded out when his Camaro starts driving itself to Lindsey's location.
- Badass in a Nice Suit: After Marcus kicks a door off its hinges, Angel says, "Damn...he is well-dressed."
- Bait-and-Switch: Spike walks into Angel's meeting carrying a lawyer's briefcase, indicating he's taking his new role as team player seriously. Then he takes a beer out of the case.
- The Bartender: Lorne reads his future for him; naturally he ends up acting as The Confidant to a troubled Lorne.
- Battle Butler: Lindsey's wife and son, an ice cream truck driver, and the postman all turn out to be Uzi-toting prison guards.
- Becoming the Mask: Illyria says, "We are so weak" not "You are so weak" when referring to humanity.
- Bookends: Starts with Lindsey in Stepford Suburbia, ends with Gunn there.
- Bread, Eggs, Breaded Eggs: Spike suggests that Eve is hiding out like a "rat? Snake? Beady little rat snake?"
- Brick Joke: One that goes all the way back to Season 4 of Buffy the Vampire Slayer. In "Superstar" Anya is explaining the concept of Alternate Universes. "You could have, like, a world with no shrimp. Or nothing but shrimp". We discover the latter actually exists, but is rather dull.
- Angel's Avengers - Cordelia suggested Angel call himself "The Dark Avenger" in Season One.
- Buffy Speak: Lindsey's wife tells him the lights she needs are kept "on that shelf, where we keep the thingys."
- Chiaroscuro: Wesley and Illyria, together in the dark.
- Comically Missing the Point: Harmony asks why Team Angel aren't trying to kill Illyria.Angel: Gunn.Harmony: Maybe if we had a really big one?Angel: Where is Gunn?
- Gunn says they've got to find the Wrath. As they're currently cowering behind a sofa which is being machine-gunned by an Uzi-toting Action Mom, Spike exclaims, "Where's not the wrath? The wrath's all over!"
- Concealment Equals Cover: That's one bullet-proof couch.
- Continuity Nod:
Fred: Handsome man. Saves me from the monsters.
- The Scooby Gang was the name used by Buffy's Ragtag Bunch of Misfits.
- Angel recalls Fred's first words to him in Pylea.
- Cool Car: The Camaro.
- Corner of Woe:Wes: (to Dream!Fred) I thought I was in isolation.
- Daydream Surprise: As Wesley sits in his Corner of Woe, he dreams that Fred is talking to him.
- Daywalking Vampire: As in Pylea, the sun in the hell dimension is not harmful to vampires, which Spike and Angel forgot.Spike: Oh so we just open with being on fire. That's great.
Angel: We'll pull our coats over our heads and make a run for it.
Gunn: (opens the car door, Angel and Spike yell and rear back from the sunlight) Alternate dimension, remember? Sun's the non-frying variety.
Spike: Figured that.
- Deadpan Snarker: Several examples.Wesley: "This world must be a terrible disappointment to you."
Marcus: "Wonderful escape, by the way. Very clever."
- Death Glare: Angel when Spike pops open a beer can during his meeting.Angel: Forget it. You know what? This isn't a meeting. This is you being annoying.
- Description Cut:Spike: Might be easier if we knew anyone who had a direct line to the [Senior Partners]. (Cut to Eve refusing to help them)
- Description PornWesley: Are you telling me the great Illyria, idol of millions, was limited to one small dimension?
- Despair Speech:Dream!Fred: Tell me a joke.Wesley: Two men walk into a bar. The first man orders a scotch and soda. The second man remembers something he'd forgotten, and it doubles him over with pain. He falls to the floor shaking.... and then through the floor and into the Earth. He looks back up at the first man, but he doesn't call out to him. (looks at Fred) They're not that close.
- Dirty Coward: Eve goes from swearing up and down that she wouldn't help Angel even if her connection to the Senior Partners was still intact to frantically begging him to protect her the minute the Partners track her down.
- Do Not Taunt Cthulhu: Wesley gets drunk and insults Illyria who has stolen the life and body of his Love Interest. Illyria is indifferent to the insults, being more saddened by the fact that Wesley doesn't fear and worship her like her subjects used to.Illyria: You drank a great deal of that poison. You called me a lot of names meant to hurt feelings I no longer have, and then you sat there for hours making noise with your nose.Wesley: I was dreaming, you twit.
- Drowning My Sorrows: Lorne realises he's got to get out of the bar and back to helping Team Angel. With Illyria a constant reminder of what he's lost, Wesley is unable to move on.
- Dull Surprise: Lindsey stands, staring dumbfounded at his 'wife' blazing away with an Uzi as the others sensibly dive behind the sofa.
- Egocentric Team Naming: Angel likes the sound of "Angel's Avengers".
- The End of the World as We Know It: Turns out this Crapsack World we live in is the actual Apocalypse.
- Establishing Character Moment: Marcus Hamilton smashes and murders everything in his path...to hand Eve a pen.
- Evolving Credits: In addition to the new cast member (see Promotion to Opening Titles below), Amy Acker is now presented as Illyria and not Fred, though a couple shots of Fred remain. Wesley's cool Guns Akimbo Leap and Fire has made it into the credits too.
- Exact Words: Once again, a character (this time Eve) will "die"...eventually, as her immortality is taken away.
- Failed Attempt at Drama:Spike: There's thousands of different kinds of hells. You got your fire hell, your ice hell... your...(pauses to think) ice hell. Your upside-down hell.
- Angel gathers his team for an 'important meeting'. As everyone else is either busy or getting very drunk, the only person who turns up is Spike. Who starts drinking beer.
- False Memories: Lindsey, and later Gunn, have fake memories of a Stepford Suburbia life.
- "You're two soldiers down." This is rectified in "Time Bomb" when Illyria rescues Gunn, marking her own decision to join Team Angel.
- "This is only the first layer. Don't you wanna see how deep I go?" The writers originally intended to have Fred still exist inside Illyria, and the two separate in a future season. This was aborted when the series was Cut Short.
- Illyria fears that in her human form she'll become mere prey for those she once knew. A few episodes later she suffers a No-Holds-Barred Beatdown from Marcus, the mere minion of Wolfram & Hart — in her day minor demons barely above vampires.
- Gosh Dang It to Heck!: Lorne's "Holy motor pool!" and "What the daisy?!"
- Guns Akimbo: The killer postman! With twin Micro Uzi's!
- Hollywood Tone-Deaf: The demon bartender singing for Lorne.
- If I Had a Nickel: Spike re: Eve joking that she's a leprechaun.
- If I Wanted You Dead...: When Lindsey gets his memories back, he sees the dagger in Angel's belt and says "Make it quick" Angel retorts, "If I was gonna kill you, it wouldn't be quick."
- I Need a Freaking Drink: Illyria questions Wesley drinking until he passes out, after the last two episodes. Given they are about the darkest of either series also a Leaning on the Fourth Wall with her questioning the viewer who reached for the bottle.
- Immune to Bullets: Spike and Angel, not that being shot full of holes is any less pleasant. Unfortunately the Wrath turns out to be impervious to the pair of them wailing away at it with various medieval weaponry too.
- It's All My Fault:Angel: Listen, Gunn. I know you feel bad about your part what happened to Fred. And you should. For the rest of your life, it should wake you up in the middle of the night. And it will. Because you're a good man. You signed a piece of paper. That's all.
- Mass "Oh, Crap!": Harmony, Lorne, and Eve's reaction to Hamilton punching through a security guard's stomach to get to Eve.
- Mood Whiplash (In-Universe): Lindsey is helping his son with his homework while his wife bustles around the kitchen. She asks for her husband if he can get a replacement oven light bulb from the cellar; a look of apprehension appears on Lindsey's face.
- Names to Run Away from Really Fast:Gunn: Once we have Lindsey, it's on us to find the Wrath.Spike: The Wrath?! You know that's gonna be a giggle.
- Negated Moment of Awesome: Marcus Hamilton slugs his way through Wolfram & Hart, kicking down doors and killing anyone in his way to get at Eve. Angel and Spike ready themselves to fight as he reaches under his coat...only to take out a pen, so Eve can sign the papers establishing him as the new Liaison to the Senior Partners.Spike: Whoa. Didn't see that coming.
- Neuro-Vault: Eve says she has information on the Senior Partners, but can only remember it when they want her to.
- The Nicknamer:Harmony: Wesley's stuck baby-sitting Miss "I Used To Rule The World, Bow Down Before Me, Minion Scum."
- Spike calls Lorne "Green Jeans".
- No One Gets Left Behind: Used to highlight the increasing moral ambiguity of the heroes. Team Angel go to rescue an opponent who might have useful information from a prison dimension, but the spell requires that someone has to stay in his place. Gunn volunteers and the others don't object much, because Gunn was indirectly responsible for the death of a much-loved team member, Fred Burkle. On their return to our dimension...Lorne: Where's Gunn?
Angel: He, uh...he stayed behind.
Lorne: Stayed behind? But you never leave a...(Angel and Spike won't look him in the eyes) Or...I guess we do. That's what we do now.
- Nothing Is Scarier: Because Lindsey's memories are wiped after every torture session, he doesn't know why being asked to go down to the cellar to get a new oven light is so scary.
- Oh, Crap!: Being told to go down to the cellar.
- Oh, My Gods!: Eve exclaims "Thank the gods!"
- On a Scale from One to Ten: "This thing coming after you, how bad on a scale of, say, one to Terminator?"
- "Open!" Says Me: Hamilton enters the underground car park by kicking down the door.
- Promotion to Opening Titles: Mercedes McNab.
- Rule of Symbolism:
- In Wesley's dream — "This is only the first layer. Dont you wanna see how deep I go?" may imply that Fred still exists deep inside Illyria.
- The two men who walk into a bar are clearly meant to be Wesley and Gunn — the first man orders a drink (Wesley becomes an alcoholic) while the second man remembers something that he's forgotten, doubles over with pain (Wesley stabbing Gunn) and falls into the Earth (Gunn condemns himself to Hell).
- Running Gag: Leprechauns and the world with nothing but shrimp both get mentioned yet again.
- Sealed Inside a Person-Shaped Can: More like trapped; Illyria starts feeling claustrophobic until Wesley takes her up onto the roof, under the stars.
- The Scream: Our heroes reaction to Marcus punching a hole in a guard's chest.
- Snark-to-Snark Combat: Lindsey and Angel, lampshaded by the former.
- Spoiler Opening: Averted. Only after Fred is confirmed to be definitely dead do we get shots of Illyria in the Title Sequence.
- Stepford Suburbia: Lindsey is condemned with no memory in a cheerful, happy suburban home with a loving wife and son. The cellar of the house is a medieval torture cell where a monstrous demon cuts out his heart every day. When they try to escape, the wife, son, and postman and ice cream man pull out submachine guns and start firing.
- To someone with Lindsey's ambition, being condemned to live an ordinary life would be a hell.
- Swiss Cheese Security: Lampshaded.Angel: Call Security, put 'em on Red Alert. Nobody gets in this building without clearance from me. I want a guard at every entrance, every elevator, every stairwell. Cover the whole building.
Harmony: Okay, but you know how that never works?
- Tempting Fate:
- "That's the guy? He's just a suit."
- "Nobody can darken our bullet-proof doors, not without our fearless leader's say-so. This place is a fortress."
- This Is Gonna Suck: Before entering the Hell dimension, Spike gives a resigned sigh and says, "There's gonna be fire".
- Verbal Backspace:
- The World Is Always Doomed: According to Lindsey all those big "end the world" scenarios foiled every Season Finale or so are mere distractions while the real apocalypse goes on right under our noses. The world spins more and more into chaos and decay due to man's inhumanity to man - which we'll recall from "Reprise" is the source of W&H's power - ... and the heroes not only have stopped chasing the monsters but consorting and negotiating with them.