Flashback to Texas, as Fred's parents are helping her pack for her move to Los Angeles. As she packs her stuffed bunny Feigenbaum, Fred promises her worried parents that she will live a boring life. In the present day at Wolfram & Hart's science lab, Knox accepts the delivery of a sarcophagus. When Fred touches one of the crystals that cover the lid, a puff of dusty air is released, making her cough. Later, when she meets Wesley downstairs, they get lovey-dovey until Lorne tells them to âget a balcony.â Lorne starts singing âYou Are My Sunshineâ to Fred, who picks up the song. Lorne immediately realizes that something is wrong. Fred suddenly coughs up blood and collapses. Lorne catches her and she starts convulsing as Wesley yells for medical assistance.
When Fred regains consciousness in the medical wing, her friends assure her that sheâll be okay, even though they donât know whatâs wrong with her. âHandsome man saves me,â Fred says to Angel, bringing up an oft-repeated line from "Through the Looking Glass". Everyone leaves and Wesley comforts Fred. Angel and Spike are waiting at the door, where Angel is surprised to see that Fred and Wesley are dating, something that everyone else apparently already knew. The group rushes to the lobby, where Angel admits some sort of parasite is slowly killing Fred. The gang wonder if the Senior Partners sent the sarcophagus; Gunn says heâll go to the White Room and see if he can talk to the conduit. Meanwhile, as he looks through one of his source books, an anonymous staff member comes to Wesley for an unrelated report. Wesley tells the man it can wait and when the man protests that the entire firm can't be working on Fred's case, Wesley calmly gets a gun out of his drawer and shoots the man directly in the kneecap. As the man screams in agony, Wesley tells his secretary to send anyone else who isn't working on Fred's case straight to him. Gunn goes to the White Room and tries to summon the panther, who doesnât appear. He gets socked in the face and turns to see that heâs being hit by himself (or at least the conduit in the form of Gunn). The conduit tells him that heâs failing and the Senior Partners are tired of his âinsolence.â Gunn wants to make a deal and give his life for Fredâs. The conduit tells him that he already has Gunnâs life.
Angel, Spike, and Lorne go to Lindseyâs apartment, where they encounter Eve. She claims not to know anything about whatâs happening to Fred and says that she hasnât heard from Lindsey. Frustrated by her lack of concern for Fred, Lorne punches her and demands that she sing for him so he can make sure sheâs not involved in whatâs happening, and swears that if he hears even one quarter-note that hints that she was involved, he would kill her himself before Angel and Spike could do so. Eve sings a little of "L.A. Song" and Lorne determines that sheâs not involved, though "her futureâs not too bright." As the guys leave, Eve asks if theyâre going to tell the Senior Partners where she is. She says that thereâs no info on the sarcophagus in the firmâs records, and the only thing not in the firmâs records is the most ancient demons, the Old Ones. She says that Wesleyâs source books can bring forth any text and he needs to look through the oldest scrolls for information on the Deeper Well. In Wesleyâs office, he tells the group that the demon in question is called Illyria, âa great monarch and warrior of the demon age... left adrift in the Deeper Well,â which is the burial ground for all the remaining old ones. Fredâs skin is âhardening like a shellâ; she is being hollowed out so that Illyria can use her to return to the world. The Deeper Well is in the Cotswolds in England, and Angel and Spike prepares to go speak with its guardian. In the plane, Angel and Spike make small talk, and discuss going to a West End show. Angel then tells Spike he can't lose Fred. When Spike tells him they won't, Angel replies "I lost Cordy".
Wesley heads to the medical wing and is surprised that Fred isnât there. Sheâs in the science lab, stumbling around and trying to work on her own case, since she doesnât want to have to be rescued - but she relents and asks Westley to take her home. In her apartment, Fred asks for Feigenbaum, but cries when she canât remember who he is. Wesley reads A Little Princess from his magical book to comfort her, as she flinches from the light coming from the window. Angel and Spike arrive in the Cotswolds, where they are ambushed by a bunch of armored demons. They pull a stunt they once pulled in Saint Petersburg, holding out a piece of wire and decapitating the demons. Spike and Angel finish off the demons and are met by Drogyn, the keeper of the Deeper Well, whom Angel knows. As they head into the Deeper Well, Angel explains to Spike that Drogyn hates being asked questions because he cannot lie.
Knox suggests to Gunn that they freeze Fred in the cryogenics lab until they figure out how to stop whatâs killing her, but his tests donât work. Upset at his failure, he tells Gunn, âI donât just care about Fred, I practically worship it.â Gunn catches his slip of the tongue and accuses Knox of causing whatâs happening to Fred. Knox admits he is one of Illyria's acolytes. âI chose Fred because I love her, because sheâs worthy,â he says. âYou think Iâd have my god hatched out of some schmuck?â He tells Gunn that everything was set in motion millions of years ago and it canât be stopped; Angel wonât save Fred. âI donât mean that Angelâs gonna fail to save her, I mean heâs gonna let her die.â Knox tells Gunn he helped the sarcophagus get there - he unknowingly signed for it. Gunn knocks him out.
Drogyn leads Angel and Spike into the Deeper Well, explaining that Illyria's sarcophagus disappeared a month before - as it was predestined to do - but the demonâs essence can be drawn back by a champion. However, as they bring the sarcophagus back to the Well, Illyria will leave Fred and enter and kill every person between L.A. and the Deeper Well. Angel realizes that he can't allow that many people to die, even to save Fred. Spike looks through the Deeper Well, which goes all the way through the center of the Earth, and says, âThereâs a hole in the world. Feels like we ought to have known.â In her apartment, Fred asks Wesley if he would have loved her; he tells her that heâs always loved her, even before he knew her. She asks him to tell her parents that she wasnât scared. As she weakens, she says, âPlease, Wesley, why canât I stay?â and then dies in Wesley's arms. As he begins to weep, her eyes turn blue. Fred's body twitches and sends Wesley across the room, where he watches her skin and hair turn blue. She stands up - now taken over by Illyria - and says, âThis will do.â