Angel asks Wesley and Cordelia to look into the mysterious history of the abandoned Hyperion Hotel. A photograph of the hotel blends into an action shot of the hotel exterior during the 1950s, as the manager sends the bellhop upstairs to give the guest in 217 his weekly bill. The bellhop nervously makes his delivery then runs downstairs, as Angel - the feared occupant of 217 - opens the door. As the House Un-American Activities Committee hearings blare on a TV, Angel strolls through the lobby. He observes a man banging on a door, and the manager turning away an African-American family, telling them that - despite what their sign says - the hotel has no vacancies. Back in his room, he finds a woman pretending to be a maid. When Angel calls her bluff, she tells him that she's hiding from her boyfriend, the man earlier seen banging on the door. Angel helps her hide from him.
In the present, Angel visits the Hyperion. While doing research with Wesley, Cordelia discovers that the property is a historical landmark, plagued by strange events since it was built. Cordelia then spots Angel in a 1952 photograph of the hotel lobby, and Wesley realizes that Angel has a personal connection to the Hyperion.
In 1952, the salesman in the room next to Angel's listens to a record, talks to someone unseen, then holds a gun to his head. Angel hears a gunshot and the record skipping, and drinks his glass of chilled blood without reacting. When the manager and bellhop discover the salesmanâs suicide, the manager hears a demonic voice whispering "Theyâll shut you down" and instructs the bellhop not to call the police; instead they hide the body in a meat locker. That night, the guests gather at an observatory, where they discuss the suicide and wonder why the cops hadn't been notified. Judy tries to thank Angel, but he is unreceptive. The next day, the guests continue to discuss the salesman, questioning if he might have been murdered. Upstairs, when Angel comments on Judy's agitation, she confesses the man banging on the door was a PI sent by the bank from which she stole money. She was fired when they found out that - although she "passes" as white - she is actually part African American. Judy laments her decision to steal, and Angel replies that âfear makes people do stupid things," then clarifies he was referring to her employers. As Angel stashes Judy's bag of money in the basement, he hears whispering and realizes something in the hotel is making people crazy.
In the present, Cordelia and Wesley find newspaper reports of the bellhopâs arrest for the salesmanâs murder, and an article about Judy with the headline, âSearch Called Off - Fugitive Woman Believed Dead.â Down in the basement, Angel finds the bag of money and once again hears the whispering. He contacts the others, announcing the hotel hosts a Thesulac demon that whispers to its victims, then feeds on their insecurities. He says he already knows the ritual to make it corporeal so that it can be killed.
In 1952, Angel returns from a bookstore where he learned the ritual to corporealize the demon; meanwhile, the PI reveals Judyâs secret. When the guests turn on her, she points them towards Angel, announcing that he has blood in his room. Everyone attacks Angel, except Judy, who starts to cry. Angel is dragged into the hallway; a noose is tied to a rafter and he is pushed over the railing to hang. The crowd cheers, then slowly wonders what theyâve done. When everyone leaves, Angel frees himself and drops to the lobby floor. On the stairs, the Thesulac demon becomes corporeal, gloating about the paranoia he just fed on; as she had become Angel's friend, Judy's betrayal was more delicious, Angel's intervention had made her "a meal that will last a lifetime". The demon says, âThere's an entire hotel here just full of tortured souls that could use your help." Angel replies,âTake them all.â
In the present, Cordelia, Wesley, and Gunn arrive at the Hyperion and, after performing the spell to make the Thesulac corporeal, Angel electrocutes it with the exposed wires of the fuse box. Angel heads upstairs and finds Judy, now old, still in her room, where she has served as the Demon's "room service" since 1952. She says the voices were gone, and asks Angel if its safe to go out. He tells her it is, but she is so tired that she needs to rest first. She then tells Angel that she is sorry she killed him and just before she passes away, he assures her he's okay and tells her he forgives her. Angel returns downstairs; âWeâre moving in,â he announces. Wesley reminds Angel that evil things have happened in the hotel, but Angel tells him that all of that is in the past.