In a flashback to Rome, 1771, Angelus flees through the sewers from a group of priests, but is eventually cornered and then Daniel Holtz arrives. He appreciates the priest's assistance in capturing and chaining Angelus, then begins to torture the vampire for his murderous crimes against Holtz's family. Holtz continues his torture as he carries on a conversation with Angelus about his family, Darla and their attempts to hide. Darla eventually arrives with more vampires who kill the priests, rescue Angelus and leave Holtz hurt, but alive, as they ride away hidden by a blanket on a cart.
Darla gets off of a bus, leaving behind mostly dead passengers. Cordelia and Angel continue with their training and Cordelia has now begun to work on fighting without weapons. He says she can't hurt him, but Cordelia hits him in the face and clearly causes a little bit of pain. They talk about Wesley and Gunn, who are investigating a Nyazian scroll that could forecast the end of the world. They enter a guarded building and find a room with countless artifacts and expensive items. An armed man catches them and threatens to call the police, but Wesley and Gunn threaten the artifacts and the man lets them get what they came for.
Fred finds Angel and Cordy after they finish their training and talks to Angel about his attraction to Cordelia, but Angel strongly denies that anything romantic exists between him and Cordelia. Wesley pulls Fred away from Angel to work on deciphering the scrolls. Fred's math skills are useful but she has some difficulty figuring out the proper date for the world's end. Wesley explains the text and the bringing of a "Tro-klon" being that will end mankind, and with Cordelia's help retells the results of their last scroll investigation for Fred's purpose.
Angel lets Fred's indication about Cordelia get to him and he wonders about a possible relationship between them while avidly staring at her. She gets freaked out at first, but then starts a chain of professing love between all of the gang, thinking Angel fears the world ending and wants to express his love to her and all of his friends. Angel uses her misinterpretation as an out of the awkward situation and the subject is dropped. Darla arrives at the hotel and shocks the whole gang with her very pregnant state.
Darla thinks Angel caused this, but he's just as shocked as she is by the possibility of vampires creating some sort of life. He's even more shocked when Darla hits him and Cordelia, foolishly swayed by Darla's condition, stands in the way of Angel hitting her back. Darla wants to find out what's inside of her and how to get rid of it and Cordelia and Angel argue about Angel's lying and selfish actions. In need of answers, the gang find Lorne in the process of rebuilding the club and the Furies casting a new spell to prevent all violence in the club. After a brief, but unnecessary line of song from Darla, Lorne reveals that he's just as stumped as the rest of them about the creature inside of her.
Darla starts to cry out in pain and is escorted back to Lorne's room where Cordelia, still in the midst of her Darla-influenced poor judgment regarding her and Angel, keeps her company. Angel still denies the possibility of Darla's pregnancy and questions the baby's connection to the prophecy. He doesn't know whether his purpose was supposed to bring forth the evil or destroy it. Angel talks to Lorne about Cordelia's level of anger while Cordelia talks to Darla about being pregnant. Cordelia brings up Darla's ability to drink blood, which leads to the vampire attacking Cordelia as she reveals her hunger is constant and uncontrollable.
Cordelia fights back with a few hits, but Darla is stronger and bites her. A powerful vision hits Cordelia which allows her to push Darla away from her neck long enough for Angel to show up and intervene. Darla biting Cordelia has motivated him enough to kill his sire, but she's already gone. Cordy is taken to a safe place to rest where she blames herself for trusting Darla and tells Angel about her vision. She reveals how hungry Darla is and that she might be at a carnival with lots of children to feed from.
Angel leaves her to get weapons and find Darla. Wesley is worried about Darla's new and improved strength that's a result of her unborn child, but Angel feels responsible and refuses help. Cordelia gets another vision about Darla's baby and goes to talk to Wesley and the rest of the gang about it. Angel stops Darla from killing a young boy and tries to stake her, but she stops him and taunts him. The two fight viciously and Angel ends up in a position to stake her, but he realizes the baby inside of Darla has both a heartbeat and a soul, which is what's driving her so crazy and making her so hungry for the pure blood of children. Darla denies the truth and Angel does everything he can to comfort her.
Back at the hotel, Darla has returned with Angel and rests in one of the bedrooms. She rejects the animal blood Angel offers her and tells Angel to leave her alone. Downstairs, research on the prophecy continues as Angel instructs the women to stay away from Darla unless he or Gunn are with them. Angel and Cordy discuss the baby and Angel's feelings towards it as Fred finally deciphers the text of the prophecy. She reveals that this being is arriving right then while unbeknownst to the gang, a demon is performing a ritual underground in front of a large stone. The ritual complete, the stone crumbles away, revealing a newly revived Holtz, eager to find Angelus.