Wesley, Cordelia and Gunn discuss their recent addition at the Hyperion Hotel, Winifred "Fred" Burkle, who has spent the last three months in her room (except when she enters the lobby for a few seconds before scurrying back). They note her bravery at surviving five years in Pylea. Also cause for concern is Angel, who has also spent the summer away from the group by spending time at a monastery in Sri Lanka since learning of Buffy's death. Wesley notes that all Angel needs is peace and quiet. Angel's mourning, however, is anything but peaceful as the monks turn out to be demons and Angel must kill them all.
Angel returns to Los Angeles and is eagerly greeted by his friends. He gives Cordelia a necklace, Wesley an historical dagger and Gunn a shrunken head (all three gifts are greatly appreciated). Angel asks after Fred, and despite Cordelia's attempt to cover, Angel guesses she hasn't left her room. He decides to go and talk to her; upon hearing a knock on the door, Fred tries to get rid of whoever is on the other side until she hears it's Angel, then she trips over herself to see him. Invited into Fred's room, Angel finds the walls covered in writing, similar to Fred's cave in Pylea, mostly filled with arcane mathematical formulae. Upon seeing a section with the words "LISTEN LISTEN LISTEN," Angel asks what she's listening for, and Fred responds, "The click in my head when everything makes sense." Angel invites her downstairs, but a scream from Cordelia shatters her sense of security. Cordelia's vision (which have grown increasingly painful over the last few months) sends the guys after a party crashed by vampires. At the party, Angel stakes the female vampire, and at the last second recognizes her by her locket as Elisabeth. Meanwhile, Cordelia recovers from her vision with the help of Dennis, a relaxing bath and some powerful painkillers.
A flashback to Marseille, France, in 1767 reveals that Darla and Angelus once traveled with Elisabeth and James. Angelus is annoyed with the loving relationship between the other couple, as James steals a locket from a store window for Elisabeth. He is also concerned with escaping the vampire hunter, Daniel Holtz, who has been tracking him since Angelus killed the man's entire family.
In the present, James learns about Elisabeth's death, and that Angel was responsible. He charges into the office of a special demon doctor, demanding the ultimate "cure" for vampirism. The demon, a skin-molting creature named Dr. Gregson, questions James's ability to accept the consequences, but agrees. At Caritas, Lorne sings, while Wesley and Gunn grill Merl for information. Merl reveals James visited Dr. Gregson earlier.
At the Hyperion Hotel, James emerges from the basement and attacks Angel, demanding to know why he took Elisabeth from him. Fred chooses that moment to emerge, and Angel yells at her to stay in her room, causing the girl to lose what little confidence she had gained. The two continue to fight, and Cordelia manages a good hit to James with a fire extinguisher then tosses Angel a stake. Angel manages to stake James, but he has been made invincible by having his heart removed by Dr. Gregson. Angel and Cordelia run for the sewers, and Angel throws James off temporarily with the scent of his blood, but James eventually finds them in a subway train. A call from Wesley reveals that James is now invincible, but it's not permanent and he will die when it wears off. As they fight inside the train, James questions Angel's knowledge of true love. Angel assures him he understands what it is like to lose someone he loves. Soon, the effects of the cure wear off, and James crumbles into dust. Angel allows James' comments about not being able to exist after losing the person he loved to upset him, but Cordelia convinces him that he honors Buffy by going on.
At a cantina in Puerto Cabezas, Nicaragua, a man presents contact information for a shaman to Darla, who quickly turns to sink her teeth into him. As he falls to the floor, Darla leaves the bar, revealing her incredibly pregnant belly.