Fred waits impatiently at the hotel, and Wesley, Gunn and Lorne return, battered and bruised from their battle. Fred and Gunn embrace. Angel returns, deeply hurt and depressed over the sight of Cordelia and Connor in bed together, and bypasses his friends in favor of brooding in his room. Cordelia tries to tell Connor that the night before was a one-time deal, but he storms out, feeling the pain of her rejection and blaming himself for the Beast's intrusion.
Wesley is visited by Lilah who's relieved to find him alive. Wesley's not as welcoming to her affections though, and he breaks off their relationship, choosing to fight for the good side. Cordelia approaches Angel about Connor, but Angel is uncomfortable discussing the subject, though Cordelia actually wants to talk about the Beast's connection.
Connor sneaks into Lilah's office, but Lilah attempts to have him captured and tested for their purposes. Connor takes the situation into his own hands and orders Lilah to help him learn everything they do about the Beast. The lights flicker and turn off as Connor realizes the Beast has arrived, rampaging through the lobby and tearing lawyers apart. Connor sets out to take on the creature himself. The Beast finds Gavin in a closet, snaps his neck and tosses him effortlessly against a wall. The Beast then goes after Lilah who tries first to shoot the creature and then negotiate, but he stabs her with one of his clawed fingers. After a couple of failed attempts at hurting the creature, Connor is recognized by the Beast and tossed aside into a stone pillar.
Wesley arrives to rescue Lilah, using a hand grenade to temporarily stun the fast-approaching demon. Lilah leads the way to a storage closet where one of the only two emergency exits can be found hidden behind some shelves. They escape through a small passage and into the sewers below the building. Wesley instructs her to start over a build a new life somewhere else before the Beast finds her. As he leaves, she informs him that Connor is trapped in the building.
Wesley returns to the hotel, and immediately Angel is determined to rescue his son. Meanwhile, Connor returns to his search for the Beast. As he passes over Gavin's body, the former lawyer's eyes fly open. Wesley leads the gang back through the sewers to the secret exit of Wolfram and Hart. The group walks through piles of dead lawyer bodies and then split up to speed up the search.
Angel finds Connor , but before they can escape, Gavin attacks Angel. Angel quickly points out that Gavin's a zombie as he knocks the former lawyer aside. Connor and Angel make a break for it as the various dead bodies around the halls all start to awaken. Fred, Wesley and Gunn are soon attacked by zombies as well and barricade themselves in an office. The zombies prove too overwhelming and everyone needs to escape, but all of the routes are obstructed by the zombies. Angel suggests they try the Conduit of the White Room he was in once before, so they try to use the elevator. Gunn spots Gavin at the front and takes a moment to chop off the zombie's head, while Angel finally gets the secret access code to work, and they're transported to the special white room.
Once there, they spot the little girl lying on the ground as the Beast kneels above her, extracting a black cloud of energy, or possibly her life, from her. She tells them, "The answer is among you" and then before the Beast can get his hands on them, the young girl mutters some words and transports the gang back into the hotel. Much to Angel's despair, Cordelia hugs Connor while Lorne questions the others about what happened. Cordelia approaches Angel again, but he bitterly tells her to take her boyfriend, Connor, and get out. As he walks out, Cordelia realizes with horror what he knows.