As a little boy watches a TV show called Smile Time, featuring puppets singing songs about learning, one of the puppets, Polo, tells the boy to put his hands on the TV. The boyâs mother enters the room, horrified to see that the life has been drained out of the boy and his face is frozen in a rictus smile. In the science lab at Wolfram & Hart, Knox brings Fred files on children in L.A. who have been hospitalized in the same condition as the little boy. Knox also gives Fred a valentine and tries to get her to discuss their potential relationship, but she gently declines his advances. When Harmony tells Gunn he filed the wrong papers, he tries to hide how worried he is about his mistake. Werewolf Nina arrives for her three nights of the full moon in the firm. She flirts with Angel as he leads her to her cell, and uncomfortable, Angel leaves. He heads up to Wesleyâs office, saying he's not sure how he feels about their platonic friendship turning into something else. Wesley tells him that Nina has been sending him signals, and Angel is apparently the only person in the entire firm who hasnât noticed them. When Angel says that he canât pursue a relationship because heâll achieve happiness and turn back into evil, soulless Angelus, Wesley says most people have to settle for acceptable happiness, and there is no reason Angel can't do the same.
Fred arrives with the new case. Angel notes that all of the kids were watching TV when they became ill and Lorne says Smile Time is on at that time and in "the right demographic". Meanwhile Fred goes to see Wesley and tells him that she needs a ride home, and is clearly hoping he'll be the one to offer. Unfortunately it's now Wes's turn to miss signals and instead arranges for a driver to take his friend home. Angel heads to Smile Timeâs studio, and, ignoring the âDonâtâ sign on the door, enters a hidden room where a man with a towel over his head sits under a large egg. The egg opens, forming a glowing smile and a blast of energy tosses Angel across the room. Angel pulls himself up... only now heâs a puppet.
When Puppet Angel explains to the group what happened, Fred tells the lab to start recording Smile Time so she can analyze it. Angel orders Lorne and Gunn to talk to the show's creator, Gregor Framkin, at the studio. Nina arrives and Puppet Angel ducks under his desk so she wonât see him. She tries to ask him if everythingâs okay, but he abruptly tells her to leave. Spike arrives, and is shocked and amused to see that Angel is âa wee little puppet manâ. Puppet Angel gets angry. Spike and Puppet Angel fight, crashing through the office doors into the lobby for all to see Angel as a puppet. The fight then continues into the elevator, the doors of which close, and when the doors open Puppet Angel has somehow managed to beat Spike unconscious.
Gunn and Lorne meet with Framkin at the studio. Gunn tries to tell him the laws he's violated, he canât come up with the right statute, and Framkin says he thinks he would be more likely to win than Wolfram & Hart in court. After Gunn and Lorne leave, we see that Framkin has a hole in his back and was being controlled by Polo. Framkin collapse as Polo pulls his arm out of a hole in Framkin's back and summons the other puppets - Groofus the dog, Flora, and Ratio Hornblower - with the news that Angel messed with the "nest egg." Flora suggests that they remove the zombifying spell on some of the employees so that they can see future intruders, but Polo announces that since their âsystemâ has now been perfected, theyâll drain the life from all of their viewers the next day, instead of one kid at a time. Groofus is pleased at how important the next episode will be as he has a song he wants to sing, provoking Polo into hitting him for being foolish. Framkin begs the puppets to kill him, but instead, they continue torturing him.
Back at Wolfram & Hart, Nina is preparing for her second werewolf night when Puppet Angel pays her a visit to apologize for the way he treated her earlier. Sheâs shocked to see that heâs a puppet and he notes, "Iâm made of felt. And my nose comes off." She tells him that he shouldnât care what people think of him, since heâs a hero. Puppet Angel turns away starting to say how hard it's been to be a heroâ when Nina suddenly wolfs out and attacks him from her cage. Upstairs, Lorne comes across a tattered Puppet Angel and yells, "Is there a Geppetto in the house?" Gunn heads to the medical wing to see Dr. Sparrow, explaining that he's losing his law knowledge. Sparrow examines him and tells him that the implant is failing in an "Acute Flowers For Algernon Syndrome"; the Senior Partners gave it to him in the first place because they wanted him to have it, and if itâs fading, they must have wanted that as well. Gunn says that he doesnât want to go back to the person he was, so Sparrow makes a deal with him - heâll give him a âpermanent upgradeâ if Gunn signs something out of customs for him. In the science lab, Fred and Wesley agree they're starting to really like Smile Time, though that may be from sleep deprivation. Knox brings Fred coffee, but she orders him to go home. After he leaves, Fred confesses that she decided Knox wasn't right for her, and tries to tell Wesley that she has developed feelings for him; however, he doesn't get the message. Suddenly, while the sound of the show is muted, Wesley notices Polo seems to be talking to the audience.
Puppet Angel's "vamp face."
Puppet Angel is trying to sew himself up in his office when Wesley and Fred arrive to tell him the puppets' singing acts as a cloaking device, allowing Framkin to address the children directly. Wesley says the ânest eggâ holds the life forces of the kids, so if they can break the magic on it, theyâll save the kids and turn Angel human again. Gunn, whoâs regained his law knowledge, announces the puppets are actually running the show - Framkin made a deal with some devils to improve his ratings. Elsewhere in L.A., a little girl watches Smile Time and gets the message from Polo that all of the kids in the audience should put their hands on the TV.
Puppet Angel and the gang interrupt and the fighting begins, with Gunn decapitating Groofus the dog and subsequently fighting the female puppet Flora while Angel goes puppet-to-puppet with Polo. Fred and Wesley rush to the "Don't" room with the nest egg, where Ratio fights Wesley while Fred reads the spell to break the spell around nest egg, destroying the egg and saving the kids after Wesley defeats Ratio. In the main studio, Gunn defeats Flora and Angel defeats Polo by throwing him onto the treehouse (after he reverts to 'vamp puppet face'). The next day, Nina wakes up in her cage with fabric around her and fears she ate Puppet Angel, until he comes in to tell her he's okay and will be back to normal in a few days. They agree to have breakfast together, with Nina jokingly wondering what puppets eat.
In Wesleyâs office, Fred tries to tell him sheâs been trying to subtly indicate her interest. She grabs him and kisses him; he happily returns the favor as the puppets sing their self-esteem song again.