In a dark room, there is a shackled man with a bag over his head, who is being beaten with sticks by several attackers. A roaring fire blocks the doorway before him. Angel is on the other side of the fire, and jumps across. The robed attackers leave the shackled man. Angel helps the man to his feet, and takes the bag off the man's face. The man is bloody, and thanks Angel. Angel vamps out and bites the man's neck.
Nineteen hours earlier: In Angel's apartment, Angel and Nina are lying naked in bed together. It is revealed that they had sex the night before. Angel and Nina are both happy (although thankfully, Angel is not completely happy). She teasingly asks him if he was perfectly happy and if he was thinking about his "Roman friend" (which Angel evades by the excuse that he can't exactly form a thought at the moment) the whole time Nina notices that Angel is concerned with something going on at work. Angel hints that they are close to something.
In a hallway at Wolfram & Hart, Spike notices that nobody fears Illyria any more. Illyria voices her fear of weakness, since the partial loss of her powers. Illyria also mentions that Wesley will not talk to her ever since she pretended to be Fred.
As Angel and Gunn leave Angel's office, Hamilton introduces them to Senator Helen Brucker and her vampire aide, Ernesto. Ernesto is refused human blood as a beverage by Harmony. Hamilton suggests to Angel that they should make an exception this time, and Angel agrees. Gunn does not like this abrupt leniency in morals from Angel.
Wesley walks over, and informs Angel that a Boretz Demon living in a downtown amusement park has killed three people in three days, the last of which was Stacey Bluth. Wesley points out that the victims are killed violently. After receiving this news, Angel shrugs it off and leaves. Spike offers to take on the demon for Wesley. After Wesley leaves, Illyria notes that Wesley did not even notice her. Spike invites Illyria to go hunting for the Boretz demon.
In Angel's office, Angel, Gunn, Ernesto, and the Senator are watching a political ad of her rival, Mike Conley. The ad is very patriotic and Mike seems family-oriented. The Senator, afraid of losing the election to Mike Conley, wants Wolfram & Hart to brain-wash him, and make him believe that he is a pedophile. Gunn is furious at the Senator's request, but Angel agrees to help her out. The Senator tells Angel that he has just made a very loyal ally in Washington.
In Wesley's office, Wesley is researching Boretz demons. Instead of finding information, his book tells him that he is looking in the wrong place, and a strange circular symbol with eight spurs appears. Gunn walks in on the confused Wesley, whose book had just returned to normal.
At a racquetball court, Angel is sparring against Izzy, the red devil. Izzy mentions that the leader of the Fell Brethren is very happy over the sacrificial baby Angel helped the Brethren to acquire. Angel asks when will he get an answer, and Izzy tells him that it will be soon.
At a dark, abandoned amusement park, Spike and Illyria are searching for the Boretz demon. Illyria tells Spike that Angel has become corrupted, through power. Spike asks why. Illyria noticed that Angel does not notice the small battles, to which there is no gain. Angel also now ignores his close counsel. Spike disagrees about Angel being corrupt. Illyria darkly suggests that Angel will murder one of his inner circle. Drogyn the Battlebrand appears and claims Angel has already committed a murder. Illyria looks unhappy to be confronted by her previous jailer. The Boretz appears, and fights Spike, who is thrown. Illyria fights the Boretz, and kills it with a forceful kick. Drogyn says that he has come to warn Spike, but falls over. Illyria notices that Drogyn is bleeding, and Drogyn claims that it is because of Angel.
Back at Wolfram & Hart, Wesley stops at Harmony's desk and draws the strange symbol from his book. Harmony sees the symbol and says that it would look good (as a tattoo) on his calf. Ignoring her, Wesley walks into Angel's office where he finds Angel talking with Hamilton, and they ask Wesley to come back later.
Outside Angel's office, Lorne tells Wesley that Angel dropped six of his celebrity clients, without warning or asking Lorne.
Inside Wesley's office, Gunn, Lorne, and Wesley all agree that Angel is not acting like himself at all. Spike calls, and the three leave for Spike's apartment.
Gathered inside Spike's apartment, they listen to Drogyn's tale of being attacked by a Sathari Demon at the Deeper Well. Drogyn beat the Sathari, tortured it, and learned that Angel hired it to kill Drogyn. Drogyn thinks that Angel feared that he might find some incriminating evidence in the Deeper Well, and wanted Drogyn dead. This would cover-up Angel's involvement in helping Illyria's sarcophagus escape from the Deeper Well. Angel needed Illyria so that she could help him to sacrifice someone trusted and dear, such as Fred. Lorne and Gunn take the news angrily, but Spike tells them that Drogyn cannot speak lies. Wesley notes that Angel has been acting unusual lately, and Illyria assumes Angel is ready to make his move. Wesley shows them the mysterious symbol of a back circle with eight spurs on it which he found and thinks there's a connection to Angel's behavior. But none of them, including Drogyn, claim to have ever seen it before. Gunn, Lorne, Spike, and Wesley leave to confront Angel, while Illyria watches over Drogyn.
At the office, Angel is speaking with Harmony when Gunn, Lorne, Spike, and Wesley tell him they need to speak.
In Angel's office, Spike tells Angel that Drogyn's in town, after being attacked, and asks if Angel knew about the attack. Angel acts surprised at the news. Wesley asks what kind of business they're in, and Angel explains that it doesn't matter what kind of business they're in; it's all about the game, and winning. Gunn suggests that maybe Angel has turned into Angelus, and Angel points out that most of them would be dead by now if that were the case. Spike points out that Fred is dead already. Angel explains that he's lost his sense of morality, and he wants global power, through any means necessary. Lorne suggests that getting more power will just corrupt Angel further. Harmony interrupts, telling Angel about an important phone call. Wesley asks if Angel was willing to use Fred in his efforts to obtain more power, and Angel says he loved Fred, but refuses to give a straight answer.
In an interrogation room, Lorne and Wesley discuss Angel's strange actions. Wesley questions whether or not Angel was capable of hurting Fred. Then, Gunn and Spike drag a shackled Lindsey from his holding cell into the room.
Outside a building at dusk, Nina is approached by Angel. Angel gives Nina three plane tickets, and tells her to leave with her sister and niece. Nina asks why, and Angel tells her it's not safe to be near him. An angry Nina takes the tickets and promises to leave.
At Spike's apartment, Illyria and Drogyn are playing video games, when Hamilton breaks in the door. Drogyn recognizes Hamilton, before Hamilton throws Drogyn into a wall, knocking him out. Illyria fights briefly with Hamilton. But even she is not strong enough and Hamilton proceeds to viciously beat her unconscious.
In the interrogation room, Lindsey is also baffled by Angel's recent actions, but is familiar with Wesley's symbol. Lindsey tells them that the symbol represents a small, but powerful, secret society of the elite evil, called the Circle of the Black Thorn, who are actually responsible for making sure the Apocalypse goes off without any problems. Lindsey explains that Wolfram & Hart is like a well-oiled machine, with the Black Thorn running it. The Senior Partners of Wolfram & Hart actually live on a different plane of existence (presumably Hell), while on Earth, the Black Thorn runs the actives of Wolfram & Hart through powerful worldwide connections. When Lindsey returned to Los Angeles, he hoped that by killing Angel, the Black Thorn would accept him as a member. Angel's team realize that Angel has been turning evil by degrees, and Wesley thinks that there's still a chance to bring him back.
In a dark room, with the doorway is blocked by a roaring fire, there is a man shackled, with a bag over his head. He is being beaten by several robed captors. Angel jumps across the fire, and takes the bag of the man's face. It is Drogyn the Battlebrand, who thanks Angel. Angel vamps out and bites Drogyn in the neck. After drinking Drogyn's blood, Angel breaks Drogyn's neck and lets him fall to the ground.
Angel is branded with the symbol for the Circle of the Black Thorn, and all the robed attackers reveal themselves. Among them are Senator Brucker, Izzy the red devil, Archduke Sebassis, Cyvus Vail, and a few others whom Angel has never met before. The group all begin to drink champagne and celebrate Angel's acceptance into the fold.
The next day at Wolfram & Hart, Angel walks off the elevator. Angel is rubbing the spot where he was branded. Once in Angel's office, Angel is knocked to the floor and attacked by Gunn, Lorne, Spike, and Wesley, each armed with different weapons. Gunn tells Angel that they know all about the Black Thorn, and why Angel has been acting strangely. Angel attacks, and manages to disarm everybody, while only suffering a crossbow wound to the shoulder, and takes Lorne hostage. Angel pulls a crystal out of his jacket, which he activates with the Latin word involvere, in order to conceal events in the room for six minutes. During this glamor, Angel reveals that everything is a lie, and that Angel was the one who sent Wesley the message and the symbol through the demon research book. Angel also admits to sending the assassin after Drogyn. Knowing full well that Drogyn was capable of defending himself, Angel predicted exactly that Drogyn would beat the assassin and be led to believe from it that Angel had killed Fred. Once Drogyn showed up and convinced everybody that Angel had killed Fred, the Black Thorn would accept Angel as evil, and their new recruit. Angel explains further:
Two months earlier, Cordelia Chase gave Angel a one-shot vision from a single kiss. The vision involved the Black Thorn and the apocalypse.
Angel explains that after Fred was killed, he used her death to his advantage, to join the Black Thorn. Finally, Angel reveals his plan of killing all the members of the Black Thorn, and for a single moment, stopping the apocalypse, and getting the Senior Partners really angry. Angel also assumes that once the Black Thorn is eliminated, the Senior Partners won't stop until all of them are dead too. Spike grimly refers to it as a suicidal, "burn the house down, while we're still in it" strategy. Gunn, Lorne, Spike and Wesley agree to help. The episode ends with Hamilton ominously watching them from the window outside the office. Although he can only see them fighting with each other, he is still suspicious as to Angel's motives.
- Amusement Park of Doom: Spike and Illyria search for the Boretz demon underneath a roller coaster's support structure.
- Annoying Arrows: Angel gets Lorne to yank out the quarrel he fired into his shoulder.
- Assassin Outclassin': Angel sent an assassin to kill Drogyn, knowing he's badass enough to survive and find out who sent him.
- Bad Boss: Lindsey says killing one of your own lieutenants would be the least you'd have to do to get the attention of the Circle of the Black Thorn. Team Angel is shocked by this, given that one of their own died just recently...
- Bad Liar: Nina tells Angel he's a crappy liar when Angel claims he'll be joining her in Hawaii when it's all over.
- Bedmate Reveal: Angel and Nina.
- Blood Knight: Spike is the first to vote in favour of Angel's plan. Wesley is second. Then Gunn and last of all a reluctant Lorne.
- Captain Obvious / Shaped Like ItselfLindsey: It's a secret society.
Gunn: Never heard of them.
Lindsey: That's 'cause they're secret.
- Chekhov's Gunman: A whole Chekhov's Armoury makes up the Circle of the Black Thorn. Archduke Sebassis ("Life of the Party"), Cyvus Vail ("Origin"), Izzy ("You're Welcome"), the Fell Leader ("Time Bomb"), and Senator Brucker, introduced in the first act. Drogyn the Battlebrand ("A Hole in the World") is their chosen victim for Angel's Initiation Ceremony.
- Cliffhanger: Angel asks his friends to vote on his Suicide Mission, with Marcus watching with suspicion from outside the glamour.
- Continuity Nod:
- Nina asks Angel if he's gotten over his Roman friend ("The Girl in Question").
- Wesley is refusing to speak to Illyria after she took Fred's form in the previous episode.
- Izzy says all the Fell Brethren want to talk about is how wonderful their holy child is ("Time Bomb").
- In an attempt to bond with Illyria, Spike refers to when he was a ghost in the first half of the season.
- A Last Kiss used to pass on a vision was seen in "Parting Gifts", when Cordelia found she'd inherited Doyle's seer ability when he kissed her just before his Heroic Sacrifice in "Hero".
- Izzy is seen making his squash date with Angel in "You're Welcome".
- Gunn is not happy when Dr. Sparrow's name is brought up as someone who's good at brainwashing, given the doctor's role in his brain upgrade and Fred's death. It's not made clear whether Sparrow is still alive after the events of "Shells".
- Angel quips "You know that I love parties" when Sebassis suggests a dinner party in his honor ("Life of the Party").
- Angel jokes with Cyvus Vail about only 'pretending' to search for him after the events of "Origin". Cyvus compliments Angel on his son's ability to kill.
- Nina's sister and niece were seen in the episode that introduced her character ("Unleashed").
- Corrupt Politician: Senator Helen Bruckner is naturally this, given that she's actually a demon who's taken over a human body (quite probably, Magnus Hainsley was responsible). She wants Wolfram & Hart to brainwash a political rival into believing he's a paedophile, to destroy his career."I'm not gonna take the White House in 2008 on just my sparkling wit and funding from hostile governments."
- Dare to Be Badass: Angel reveals his plan to throw a temporary monkey wrench into the Senior Partners' plans for the Apocalypse by killing every member of the Circle of the Black Thorn.Angel: 10-to-1, we're gone when the smoke clears. They will do everything in their power to destroy us. So...I need you to be sure. Power endures. We can't bring down the Senior Partners, but for one bright, shining moment, we can show them that they don't own us. You need to decide for yourselves if that's worth dying for. I can't order you to do this. I can't do it without you. So we'll vote. As a team. Think about what I'm asking you to do, think about what I'm asking you to give.
- Do Not Go Gentle: Angel acknowledges that his plan to kill every member of the Black Thorn is suicide, since the Senior Partners will undoubtedly kill them all in retaliation, and he's just fine with that. The Senior Partners may be eternal and forever, but Angel wants to show them once and for all that no matter how powerful they are, they'll never control everything.
- Description Cut: Lorne wondering if Angel's skipped too far down the evil brick road, to Angel catching up with the events of The Teaser.
- Did We Just Have Tea with Cthulhu?: Drogyn and Illyria play Crash Bandicoot.Drogyn: (to Illyria, who's also playing) It is a test, a task of some sort. You must collect those crystals. And the fruit.
- Do Not Taunt Cthulhu: Discussed. Angel warns his team that eliminating the Circle of the Black Thorn will, if only for a few moments, completely shatter the Senior Partners plans; but the enraged Partners will unleash all they have to punish them for it.
- The Dragon: The Circle are those who actually implement the Senior Partners' will on Earth.
- Dramatic Gun Cock: Wes with his trusty Mossberg 12-gauge. Does that mean he was facing an apparently Face Heel Turned Angel with no round in the chamber?
- Drunk with Power: Angel pretends to have become corrupted by W&H's power to gain an entry into the Circle, and destroy them from within.
- Easily Forgiven: Averted — Lindsey is brought in in chains, implying that's he's being held in solitary confinement on the premises (presumably under the same law Angel used to protect Eve).
- The End Justifies the Means: Angel says he needs absolute power to achieve his ends. He also kills Drogyn (though he later argues that he was dead anyway and he didn't have a choice), and exploits Fred's death.
- Equal-Opportunity Evil: The demon senator has vampires on her staff. As shown in the first few seasons, demons and vampires don't like to work together.
- Exalted Torturer: Drogyn casually admits he tortured a demon who attacked him. This was to find out who sent it, and the demon was from a race of assassins, so it's not considered an immoral act on Drogyn's part. Invoked as the employer was Angel, who was pretending to be evil, knew Drogyn would both defeat and torture the demon for the information, and wanted the information passed to his friends.
- Foreshadowing: Harmony comments on Angel's sketch of the Circle of the Black Thorn, saying that it would look good as a tattoo. Later on, Angel joins the Circle and has his chest branded with it.
- Flashback Cut
- Go-Karting with Bowser: Angel plays squash with Izzy.
- Good Is Not Nice: Drogyn calmly talks of how he spent hours torturing a demon assassin for information.
- Hobos: Boretz demons are a species known for their bad odor and poisonous mandibles. They have a habit of dressing up like transients to prey on homeless people.
- Homoerotic Subtext: And Spangel fans punch the air! Illyria warns that those corrupted by power will turn on their intimates out of paranoia. Spike retorts that he should be safe then, as he's never been intimate with Angel. He then mutters, "Except that once..."
- How the Mighty Have Fallen: Spike notes that even the minions of Wolfram & Hart aren't paying attention to Illyria, which must be humiliating for a former ruler. Being all too familiar with her position, Spike tries to help Illyria by getting her out of the office for some good 'ole fashioned demon-pounding. Unfortunately Marcus Hamiliton turns up to kidnap Drogyn (whom Illyria is guarding) and savagely beats her — this the mere minion of entities she once considered barely worth noticing.
- The fact she has gone from demon god to hiding out at Spike's and not just watching Drogyn play Crash Bandicoot but looks invested in it despite not being her cup of tea doesn't help much either.
- How We Got Here: The episode begins with Angel killing Drogyn in The Teaser. After the credits, Act One begins with the subtitle "19 hours earlier".
- Human Shield: Angel grabs Lorne around the neck to make the others back off.
- I Do Not Drink Wine: The Senator asks for blood for her aide, who's a vampire. He requests virgin (naturally), and isn't impressed by the rodent blood on offer. Gunn is shocked when Angel tells Harmony to get some from the lab (she's unable to get the boss to let her have a taste, however.)
- It's Not You, It's My Enemies: Nina is pleased when Angel gives her plane tickets to Hawaii...then realises there's three of them. For herself, her sister and her niece.
- If I Wanted You Dead...:Gunn: That Angel talking? 'Cause it sounds a lot more like Angelus.Angel: Oh, if I were Angelus, half of you would already be dead, just for the fun of it.Spike: (menacingly) One of us already is. We havin' fun yet?
- If You're So Evil, Eat This Kitten!: A rare example where it's played seriously, but the hero passes the test by actually eating "the kitten", or rather, the warrior of good). He isn't turning evil again, nor is he going Knight Templar like his team assumed. He had no idea this would happen going in and refusing would mean that the Circle would kill both of them anyway. Also, the goal of this infiltration was to hamper the friggin' Apocalypse.
- Innocent Innuendo: Illyria tells Spike that she and Wesley "are no longer having intercourse", meaning he's stopped talking to her.
- Invisibility Cloak: A glamour that gives six minutes protection.
- Manipulative Bastard: Angel decides to use Fred's death for his advantage, and made his friends think he was going off the rails.
- Mood Whiplash: Drinking champagne with the Circle.
- Neck Snap: Angel to Drogyn, just in case we're in any doubt after the vampire has fed from him.
- Nice Job Breaking It, Hero: Angel lured Drogyn to Los Angeles to help his cover. The Circle decide he'd make excellent material for an initiation, being an immortal champion.
- The Nicknamer: Spike calls Illyria (naturally) The Blue Meanie. Gunn calls Drogyn "Aragorn", and refers to an eminent politician as "Senator Bitch".
- No-Holds-Barred Beatdown: Marcus Hamilton beats the ever-loving crap out of Drogyn and Illyria. It was the only time that Illyria had ever been injured on the show.
- Non-AnswerWesley: The small stuff that you can't worry about, would that include Fred?Angel: I loved Fred.Wesley: That's not an answer.Angel: Then I guess you don't get one.
- Noodle Incident: Spike tells Illyria that he and Angel were intimate once. And cue the fanfics...
- Not Himself: Angel is a Fake Defector in order to stop the Apocalypse. The audience isn't immediately aware of this, though.
- Omniscient Council of Vagueness: That they're incredibly powerful and evil is made clear, what specifically their role as Wolfram & Hart's "agents on earth" entails is not. Basically, they seem to make the world progressively more unpleasant to live in if you are not in cahoots with them.
- Pac Man Fever: Illyria and Drogyn are shown playing an Xbox while the rest of the heroes are away, and making bemused remarks to one another about the gameplay that clearly suggest they're playing a Crash Bandicoot game. What sounds do we hear coming from the unseen television screen? Pac-Man beeps and whistles.
- The Power of Friendship: Team Angel are reluctant to believe that Angel is responsible for Fred's death, but they do suspect he's become corrupted by power, and feel they owe it to him to pull him back from the brink.
- Punctuated Pounding: Marcus breaking Illyria by talking.
- Relationship Reveal: A minor example happens with Spike's line: "Me and Angel have never been intimate. Except that once."
- Sacrificial Lion: Drogyn is killed in this episode. He's literally sacrificed by Angel - who feeds on him and kills him - to infiltrate the Circle of the Black Thorn.
- Secret Circle of Secrets: Naturally. They even have chants, robes and Venetian masks.Spike: There's plenty of these cabals about. They usually spend a lot of time in basements paddling one another's bums to prove their manhood.Lindsey: These are not frat boys, Spike. The circle's small. It's elite. They got connections you boys can't even comprehend.
- Sex–Face Turn: Averted — sleeping with Nina doesn't turn Angel evil.
- Shapeshifter Guilt Trip / The Power of LoveIllyria: My recent reversion to the Burkle persona disturbed [Wesley]. And he will not tell me why.Spike: You don't know? You may not think you're as powerful as you were, Highness, but looking like Fred, for some of us... it's the most devastating power you have.
- A Shared Suffering:Spike: You can't enjoy haunting this place. Less than what you were, not knowing what to do with yourself. Believe me, I've been there.Illyria: And what do you know of it?Spike: Long and fascinating tale. Ghost story, in fact.
- Single-Stroke Battle: After being Punched Across the Room by the Boretz demon, Spike yells advice to Illyria as she goes to take it on — only to watch dumbfounded as she defeats it with a single kick.
- Sour Supporter: Team Angel needs someone to guard Drogyn. Illyria gets picked by default, as she's not interested in helping do anything else. "The intricacies of your fates are meaningless." Marcus however rectifies this with his humiliating beating.
- Spikes of Villainy: The Circle's symbol is a circle with thorn-like spikes radiating from it.
- The Starscream: Lindsey reveals his reason for returning to W&H was to kill Angel and gain entry to the Circle.
- Suicide Mission: Angel warns that even if their mission is successful, the Senior Partners will Make an Example of Them. He has no idea. In After the Fall the Senior Partners drag all of Los Angeles into Hell.
- Superdickery: The Teaser has Angel leaping through flames to rescue a captive in the process of being beaten by Malevolent Masked Men. Angel pulls the sack off his head to reveal a grateful Drogyn the Battlebrand. Angel then vamps out and chomps on his neck. Cut to Title Sequence. Unlike other examples of this trope, it's played straight — Angel really has killed Drogyn.
- Supernatural Elite: The Circle of the Black Thorn is formed by the top players in Wolfram & Hart's apocalyptic plans
- Sure, Let's Go with That: Spike leaves Illyria with the offer to play XBOX and she contemplates playing a children's game. Her next scene shows she took him up on it, whining it's not one on galactic conquest.
- Talk About That Thing:Harmony: Angel, that important phone call from... (sees the others there) that guy about that thing, it's on Line 3.
- That Came Out Wrong: Illyria says that she no longer has intercourse with Wesley, then has to explain to a startled Spike that Wesley is no longer talking to her.
- Torture Always Works: In fact, Angel was counting on it.
- Tuckerization: Mention is made of a Boretz Demon; this is a reference to Michael Boretz, assistant to Joss Whedon.
- Vampires Are Sex Gods: Nina seems impressed with the performance of someone who hasn't had much practice in recent years.Nina: OK. Where did you learn how to do that?Angel: Which part?Nina: Doesn't matter.
- Walk-In Chime-In:Illyria: Mark me. [Angel] will murder one of you.Drogyn: (steps out from a hiding place) Actually, he already has.
- We Meet Again: Marcus and Drogyn address each other in a familiar yet clearly hostile manner.
- What the Hell, Hero?: Angel secretly infiltrates the Black Thorn and his friends suspect he has gone evil.
- Your Approval Fills Me with Shame: Angel's reaction to the Circle. And Lorne's reaction to Angel's ant speech.Can I not be the poster child for your nervous breakdown here?