Faith arrives in Los Angeles after fleeing Sunnydale following the events of the Buffy the Vampire Slayer episode "Who Are You". She goes to a nightclub, where she wildly dances to the pounding music until a girl objects to Faith dancing with her boyfriend; Faith nonchalantly elbows her in the face. The boyfriend flips instantly from lust to fury and takes a swing at Faith, who slams him into a group of people across the room, sparking an instant melee. Faith continues to dance while chaos rages around her, choreographing kicks and punches without missing a beat. Meanwhile, Angel rescues a gangbanger from the demons who have killed the other members of his gang. He attempts to persuade the obstinate gangbanger, a key witness whom Angel has tracked down to testify in court against a shady Wolfram & Hart client, to do his civic duty.
In a flashback to Romania in 1898, Darla leads a blindfolded Angelus to his birthday present: a young Gypsy woman lying bound and gagged on the parlor floor. As Darla watches, Angelus vamps and bites the terrified girl high on the inner thigh. The next night, Darla returns to find that her darling boy, Angelus, is no longer the demon she created. Cursed with a soul by the Gypsy girl's people, he is nearly mad with the grief and horror of 140 years of rampant vampirism, every detail of which he remembers with excruciating clarity. Darla, disgusted, furious, and a little afraid, drives Angel out into the night.
In court the next day, Wolfram & Hart moves for dismissal, but Angel shows up in the nick of time with a now-docile gangbanger, the prosecution's key witness. As Lindsey McDonald takes heat for Angel's interference, lawyers Lilah Morgan and Lee Mercer contact Faith about a contract on Angel's life, which she accepts. Cordelia, Wesley and Angel are on their way to a lunchtime meeting, when a stealthy Faith attempts to shoot Angel in the back with a crossbow. Angel, as stunned as Wes and Cordy to see Faith up and about, catches the bolt in mid-air from point-blank range. Faith issues her challenge and disappears back onto the streets. After phoning Giles in Sunnydale to learn that Faith has been out of her coma for a week, Angel instructs Wesley and Cordelia to help him track the rogue Slayer down and then make themselves scarce. Discerning that anger and fear for Buffy might incline his friend to kill Faith for revenge, Wesley shouts, "She's not a demon, Angel. She's a sick, sick girl." During this, Wesley attempts to convince Angel that there may still be a chance that Faith could be helped, and Angel interrupts by reminding Wesley had ruined Angel's one chance at rehabilitating Faith the year before, something that Wesley is obviously not proud of. Later, Angel finds Faith in his outer office, where she stands protected from immediate attack by sunlight streaming through the raised blinds. She tosses Angel a gun, should he choose to shoot her, and he hesitates not a microsecond, aiming for her leg. The bullet is a blank, however, and he tosses the gun back. After mocking him for only trying to wound her, Faith explains her plan to destroy him, shoots him in the shoulder with a real bullet, then escapes by crashing through the sunny window.
Angel, wearing a suit and spouting convincing corporate-speak, poses as a lawyer to sneak into Lindsey's plush Wolfram & Hart office to try to discover Faith's whereabouts. Seeming completely unsurprised, Lindsey interrupts Angel in mid-snoop. The young lawyer refuses to acknowledge ever hearing about Faith and informs Angel that the firm employs both mystical and high-tech security systems - Angel's every move has been documented in digital hi-def since he crossed the building's threshold. After disabling the first security guard on scene, and with a parting promise to Lindsey, Angel chooses discretion and leaves. In the meantime, Cordelia tries to get into her apartment, but her ghost Phantom Dennis makes it difficult. Cordy thinks Dennis is jealous of Wesley until they discover that Faith has broken in. Faith knocks Cordelia and Wesley out, and takes Wesley back to her apartment, where she ties him to a chair and tortures him. Faith has correctly calculated that Angel, indifferent to being targeted himself, will be unable to ignore threats to his friends. Finding Wesley still defiant, Faith recites the list of the "five basic torture groups," blunt, sharp, hot, cold and loud, and decides to move from blunt to sharp. She breaks the glass in a picture frame and picks up a large shard. Meanwhile, Angel and Cordelia feverishly work to locate Faith before she kills her bait. Faith sits disconsolately in an open window, waiting for Angel. Sighing, she drops the now-bloody glass shard to smash on the pavement below. Turning back into the room, she continues to torment her former Watcher. Apparently ready to switch to "hot," she goes to the kitchen for a flame wand and a can of non-stick spray. Before she does more than demonstrate a few scary bursts of flame, Angel smashes down the door and charges into the apartment. Faith drops her impromptu torch and swiftly moves to hold a knife at Wesley's throat, stopping Angel in his tracks.
In 1898, a newly-ensouled and distressed Angel begs for help on the streets of BorÅa. He encounters a group of well-dressed people but rejects the coin they toss into the mud, telling the men that he wants the one woman in their company. Outraged, the men rush Angel and force him into a dark alley as he shouts, "I'm a monster!" Soon the men come sailing back out to the street, followed by Angel, staggering but still upright. He grabs the shrieking, struggling young woman, drags her deeper into the alley, backs her up against the wall and bites her, then mutters, "I can't, oh God, I can't." As he stumbles away down the muddy street, the girl he wanted to eat staggers out after him, disheveled and bitten, but alive.
Almost forgotten, Wesley sits perfectly still under Faith's knife as vampire and Slayer focus exclusively on each other. In a brief exchange of verbal thrusts, one of Angel's barbs makes Faith drop her guard for a split second, and Wesley flings himself and his chair backward out of her grasp. Angel immediately knocks Faith down with a tremendous kick and they commence a spectacular fight, a mortal contest that's been a long, long time coming. As the battle rages, Faith seems to have the upper hand and she shouts, "Come on, Angel. I thought you were bad!" Angel doesn't reply. They continue to batter the furnishings and each other, then crash out a window together, only to resume combat in the alley three stories below. Rain begins to pour down and it becomes increasingly clear that Angel no longer intends to kill Faith, if he ever did. His strategy has been to engage and distract the Slayer, not best her. As Faith wearies, her fury fades, and Angel's own moves slow to become purely defensive. Finally breaking his long silence, he tells her, "Nice try, Faith. I know what you want, and I won't do it. I won't make it easy for you." Meanwhile, Wesley cuts himself loose and staggers downstairs, armed with a kitchen carving knife.
Faith, more and more distraught, tries wildly to force Angel to continue the offensive, to finish this fight. As a wrathful Wesley watches, Faith breaks down completely, confessing her self-loathing and begging Angel to punish her. Over and over, Faith sobs, "I'm bad, I'm bad. Please Angel, do it. Just kill me." An anguished Angel stands motionless in the pouring rain, as Faith keeps hold of his jacket like a drowning person. Face filled with an unbearable compassion, Angel finally takes Faith in his arms and goes to his knees with her, holding her close as she collapses in the dark downpour. Unheeded behind them, Wesley stands agape as his knife falls from nerveless fingers.