Previously on Angel:

Cordy: "We're back! - What happened?"

Gunn: "Wes thought Angel…"

Fred: "…was going to kill Connor."

Lorne: "When he left here with that child he wasn't planning on coming back - ever."

Justine cuts Wes' throat and runs off with Connor.

Holtz jumps through the hole in the air with Connor.

Angel: "Ouor-toth. That's where the portal went. That's where my son is now."

Lorne: "There are no portals to Quor-toth. To punch through to Quor-toth would require dark, dark magics. You just don't have the resource to conjure up that much dark power."

Angel looking at a bound Linwood: "Oh, I think we do."

Angel holds a spike to Linwood's eye.

Linwood to cell phone: "Hello Lilah. Give him anything he wants."

Lilah cuts the palm of her hand.

Lorne: "You're messing with primordial powers of darkness here!"

Light coalesces in the center of the pentagram then vanishes.

Angel: "Where is he? Where is he!"

Linwood: "Angel, you don't want to do this. Lilah!"

Angel lets Linwood and chair tumble down the steps.

Angel: "They found Wesley."

Fred: "He's not completely out of the woods yet. You being here can only help."

Angel tries to smother Wes with his pillow.

The orderlies and Gunn pull Angel off Wesley.

Angel: "You took my son! I'll never forgive you! Never!"

Cordy is leaning against Angel.

Cordy: "I'm so sorry."

We flash from the sunny pier across LA to the Hyperion and to Angel running his hand over a crack in the wall of his apartment.

Groo: "Angel. You and I have fought side by side on more than one occasion, fellow warriors, shoulder to shoulder. By now my council must surely hold weight. So I beseech you to heed my words."

Angel: "Okay."

Groo: "Pomegranate Mist is the wrong color for this room."

Angel sighs then turns to face Groo: "What?"

Fred: "We where just thinking - well, actually I was thinking and Groo agreed, that well, since you have to repaint the room anyway, maybe you'd like a change, you know, for a change."

Angel: "Groo agreed."

Cordy: "Don't mock. He actually has good color sense."

Groo holds up sample color cards: "Summer splendor is a hue more worthy of a champion. Or (turns to another card) or perhaps this unique one called purpla."

Angel: "Purple. - Yet you have no problems pronouncing pomegranate."

Groo: "It was my mother's name."

Angel: "What are the odds?"

Gunn walks buy carrying a crisped piece of furniture.

Angel: "Hey, hang on. Where-where are you going with that?"

Gunn: "I'm tossing it."

Angel: "It's an antique."

Gunn: "It's a charcoaled briquette."

Angel: "We're not throwing it out. And the wall color, it stays, too. Look guys, I appreciate everybody's - help. - I just want - everything back to - the way it was - or close to it."

Cordy: "Not gonna be, you know. Unless we pay for real dishonest to goodness over priced contractors those cracks are always gonna be there."

Angel: "Let them."

Cordy: "Sure! Maybe we can even start dumping our trash up here."

Angel sees a snow globe with a bunny inside in one of the buckets and picks it up.

Cordy: "The old 'gives the place character' philosophy. Guess that served you pretty well, living in rotted out mansions and…"

Cordy trails off as she sees Angel staring at the snow floating down inside the globe.

Angel: "I don't know why I bought this for him. - A whim, I guess. - Thought he'd like to look at it. - Snow. (Lowers the globe) It does never snow in southern California."

Cordy: "It did once."

Angel sees that everyone is watching him and stands up.

Angel: "Hey, you know, we shouldn't be - wasting time fixing up my place when we got work to do."

Gunn: "What work?"

Angel: "Our jobs - the business. (Starts for the door) We're neglecting our cases."

Fred: "Uhm, Angel? We don't have any cases. (Angel stops and turns, still holding the globe) We haven't had a call in over a week."

Angel: "Really? Well, uh, somebody ought to be downstairs in case a walk-in should - walk in. Because uh… (Opens the door and starts to leave) we get those sometimes."

Cordy: "Never on Sundays."

The door to the Hyperion opens and a man in his middle ages walks in.

Phil: "Hello? - Angel Investigations?"

He looks around the deserted lobby, sees that he is standing just inside the pentagram. He back out of it and walks around it to the reception counter.

Phil: "Hey! - Anybody here? - Hey! Hello?!"

He doesn't see the clear, ghost-shrimp-like creature skittering across the counter.

Phil: "Look, unless you want me to take my business elsewhere… - Fine. Probably couldn't find my dog anyway."

As he turns to go the ghost-shrimp suddenly jumps up and clamps onto his face, then forces its way into his mouth, slithering down his throat.

Angel hurries down the stairs.

Angel: "Yes! Hi. I hope that you weren't ah.. Can I help you?"

Phil turns around to face Angel: "What was that?"

Angel: "I was just saying if-if you're looking for Angel Investigations.. I'm - I'm he. Him. Angel. And you are?"

Phil, looking a bit dazed: "I uh, - I need…"

Angel: "Don't be embarrassed. Whatever your problems are I'm here to listen. And, you know, help, of course."

Phil: "We have to go."

Turns and starts to walk out.

Angel: "Huh? What?"

Phil walks around the pentagram and towards the exit.

Angel: "Is something wrong? Oh, the pentagram. Don't worry about that. That's-that's an old case. It's done. I'm here to totally give you my (Door closes behind Phil) full attention."

Angel stands and stares at the closed doors.

Intro

Cordy walks down the stairs.

Cordy: "Hey, when did we get the statue for the lobby? - Oh, it's just you."

Angel: "Can we do something about the stain? It just scared off a client. At least I think he was a client. The guy barely said two words before he ran out of here."

Cordy: "Well, you know, some people can be pretty closed mouthed. - We've never really talked about everything that happened while I was away."

Angel, walking away from her: "You know the gist of it."

Cordy, following: "Yeah. Sure. I've got loads of gist. But what I don't got is the specifics. Specifically about that little five pointed doodad decorating our lobby and the voodoo that you dood - did over it."

Angel: "Cordy!"

Cordy: "I know you don't wanna talk about it, but you don't mess with dark magics and expect to walk away from it like it doesn't matter."

Angel setting the snow globe down on Wes' desk: "It doesn't matter. It was a waste of time."

Cordy: "Still. I should probably know what kind of spell it was. - You know there is almost always some cosmic price to using primordial powers. There could be repercussions. And you know the one person who could help us with that isn't around anymore."

Angel stops fiddling with the files on the desk and looks at her, then starts to walk out of the office.

Cordy: "Not going there. I'm just saying - You can run away, avoid talking about this, but you know as well as I do that stuff we do in the past usually comes back to bite us in our respective 'assi' and what you did…"

Angel: "Okay. So maybe I wasn't thinking too clearly. I mean, I was drunk for a while. Drunk on my own son's blood, slipped into my food by the good folks at Wolfram and Hart. And my head was a little clouded with rage over a trusted friend stealing my child from me… (Throws up his hands and drops down to sit on the stairs) Damn it, Cordelia, you got me talking about this."

Angel buries his face in his hands.

Cordy: "Probably just needed to vent."

Cordy goes to sit beside Angel as he raises his head from his hands.

Cordy: "Why didn't you call me?"

Angel: "I didn't want to mess up your vacation. I just thought - one of us should be happy."

Angel sighs.

Cordy: "But I could have helped. I could have done - something…"

Angel: "There is nothing you could have…"

Cordy: "How do you know? What makes you so sure? I've got a hotline to the freaking Powers, buster. I could've gotten a vision, or-or something to warn us. Oh, plus, I've got demon in me now. (Jumps up and faces Angel) So, maybe - maybe there is some untapped power that could have help find Connor before, you know, before…"

Cordy stops with a sigh.

Angel: "You needed to vent?"

Cordy: "I - I should have been here for you."

Angel: "You-you were. I mean, you are. You're always… (Stands up) Look -look, I'm just - I'm just trying to move on like you told me to. I'm just trying to not be so into my problems into my head. Just focus on - something else for a while. You know?"

Cordy after a beat: "Sure. Yeah. I-I get that. - But nest time - you call me."

Angel nods slightly then walks past her: "Right."

Angel stops and turns back: "Oh, there is something you can do for me. Find me a case to work on. Please."

In a fresh fruit juice bar a bunch of people are staring at Phil as he gulps down two cups of juice at the same time, then turns back to the counter.

Phil: "More. Like the last ones."

Phil's face has taken on a slight gray tinge and some cracks have a appeared in his skin.

Server: "I don't wanna be rude, sir, but you've been here for almost six hours!"

Second server: "And like a hundred peach smoothies."

Phil is searching through his wallet. The floor around his feet is strewn with empty cups.

Server: "I think you're not well, sir."

Second server: "Dude, you haven't taken a whiz since you've been here."

Phil holds out his credit card: "Please."

Server: "We don't take credit cards."

Phil: "Water! Water, then."

Server: "Look, sir, if you don't leave I'm gonna have to call the police."

Phil grabs the server and throws him to the side.

Phil: "We're thirsty!"

Second server: "Okay, okay."

We see Lilah's face through the water in the jug as she gets herself a drink form the water cooler in the hallway at Wolfram and Hart.

Gavin: "I hear congratulations are in order."

Lilah: "Gavin. - What a pleasant surprise."

Gavin: "People are saying you've made great strides forward with Angel."

Lilah: "What are you talking about?"

Gavin: "You mean you don't know? He tried to kill one of his people at a hospital."

Lilah smiles: "Wow, Gav, you're quick. Maybe your next news flash will involve that newfangled invention called - fire."

Gavin: "Hey, you know, despite our differences, when a co-worker tries to pat you on the back…"

Lilah: "I check for the knife."

Gavin chuckles: "Well, in any case, Angel tried to kill a human, bringing him one step closer to his dark side, and one step closer to us."

Lilah: "Dark side shmark side. Remember a year ago? Wine cellar - slaughter?"

Gavin: "They were lawyers."

Lilah: "And you are?"

Gavin: "A realist. - Angel tried to smother one of his closest friends with a pillow. We're making progress."

Lilah: "We could make more. Get those two wacky kids together again and see what happens."

Gavin: "Might even make up for you losing that baby."

Lilah: "Nice try, but unlike you, Gavin, I'm ahead of the game. Angel tried to kill his friend, kidnapped and tortured Linwood, and performed dark, forbidden magics, all on my watch."

Gavin: "Congratulations, Lilah."

Lilah: "Thanks, Gavin. Can we stop feigning now?"

Gavin: "Sure."

They part, hurrying away from each other.

Angel is sitting behind Wes' desk, looking through some files. The snow globe is sitting on the table in front of him.

Fred and Gunn are looking in on him through the opening from the lobby.

Fred: "It's funny. - Sad, actually. I keep expecting to find... It's weird, seeing Angel sitting behind that desk."

Gunn: "It was his when I got here. It seems right that it's his again."

Fred: "Yeah, but things have cooled down a little since - I'm just saying, maybe it's time - Look, he doesn't have to forgive Wesley."

Gunn: "I'm glad you think so, 'cause - not happening."

Fred: "No. Right. He-he shouldn't. But isn't there some way to - I don't know, come back from this?"

Gunn: "Not unless Wes comes back with that baby under his arm. And even then, Angel 'd probably kill him on principle."

Fred: "You don't really think that."

Gunn: "He took that man's son. Probably best we never mention the guy's name again."

Gunn walks off and Fred turns back to watching Angel.

Cordy and Groo are scrubbing at the pentagram drawn on the floor of the lobby.

Cordy: "Ah, I give up. I've tried soaking it out. I've tried scrubbing it out. No question - we've got ring around the lobby. I say we toss in the towel and buy a big-ass throw rug. Who's with me?"

Groo: "That honor is mine, princess."

Groo walks over to lean down and give Cordy a quick kiss.

Cordy getting up: "Groo, honey, will you do me a favor and dump out this bucket? (Groo picks up the bucket) Thanks."

Fred: "Cordelia?"

Cordy watches Groo leave: "He is such a sweetie. So loyal and loving - like a puppy dog."

Fred: "Cordy..."

Cordy: "I know that didn't sound very good, but he is. A puppy dog. A sexy, well-built, go-all-night puppy dog. - Okay, that sounded worse."

Fred: "Cor..."

Cordy: "No. You want me to say something to Angel about Wesley. Sorry. Can't. Won't."

Fred: "Why? Why can't won't you? You've known them both longer than anybody. Angel would listen to you."

Cordy straightens up from gathering up the cleaning supplies.

Cordy: "Probably. But he doesn't wanna hear it - which is why I'm not gonna burden him."

Fred: "Look. Whatever he did, he's Wesley. You care about him. I know. Can you imagine how much pain he's in? How horrible he must be feeling?"

Cordy, not noticing that Groo is coming back with the empty bucket: "Angel's feelings are the only ones I care about. *He's* my priority. I got dosed with demon dna for that man. I'm semi-demon and I still don't know what that means."

In the background, unnoticed, Groo sets down the empty bucket and slowly turns to leave.

Cordy: "Apart form the random floatiness and seizureless visions, which *is* keen, sometimes it's hard to tell when I'm… Angel?"

Cordy sees Angel getting flung across the lobby.

Angel is leaning on he window frame of the office window: "What's going on?"

Lorne entering the Hyperion: "Oh, I tell you what's going on. Big bru-ha-ha at the juice bar across the street. Only light on the ha-ha. Some guy over there is cracking up."

We see Phil at the bar, his skin now a pale gray and showing big cracks in it, grabbing a hold of the second server.

Second server: "Here, get a save ticket, just don't hurt me..."

Phil tosses the kid on the floor and starts to drink the juice right out of the blender. The last remaining customers hurry out just as Angel, Cordy and the others walk in.

Cordy: "One minute you're standing there all shocked looking, then whammo! You're thrown across the..."

Angel: "Cordy, can we talk about it later? I'm working here."

The second server has picked himself back up and is running past Angel and Cordy.

Second server: "Look out! The dude's got Ebola or something."

Groo: "Is Ebola a weapon forged in magic?"

Lorne: "No, forged in monkey poo."

Angel: "Okay, sir, you wanna just put down the super size or..."

Angel trails off as Phil lowers the blender and turns around, spraying the wall with juice in the process.

Angel: "I know you."

Phil goes back to gulping the juice remaining in the blender.

Gunn: "You do?"

Angel: "This is the guy that came to the office this morning."

Gunn: "You didn't mention he was a mummy, man."

Angel: "He's not. I mean, he wasn't. He's..."

Fred having picked up the wallet left lying on the counter: "Phillip J. Spivey from Ingelwood according to his license."

Angel: "Mr. Spivey? Phil? - Hi. Remember me? We're just gonna take a walk to my office across the street and ah, and figure out what's what. Is that okay with you?"

Phil: "We're thirsty!"

Angel: "I take that as a no."

Phil picks up the base of the blender to brain Angel with it, but Angel quickly knocks him out, then turns to the others with a smile.

Angel: "Okay, people, looks like we got a case.

Groo is carrying Phil's unconscious body as everyone tramps back into the Hyperion.

Angel: "Ah, lets get him on the couch."

Groo puts Phil down on the couch.

Fred: "Oh my god. Look at his face."

Angel pulls her back away from Phil: "Yeah. Fred, do we - do we have any water in the fridge?"

Fred: "I bottles I think."

Angel: "We-we're gonna need them."

Lorne: "And some lip balm wouldn't hurt either, kitten."

Cordy: "Angel?"

Angel: "We."

Gunn: "Glad you're having fun with this."

Angel: "No. 'We' he kept saying we. This morning it's we have to go. Now it's we're thirsty."

Cordy: "Okay, so he's pretentious. Angel, we need to talk about my vision."

Angel, looking through Phil's wallet: "Well, it can wait."

Cordy: "No. It can't. You think the Powers beam me pretty pictures purely for my amusement? They tell me when someone's in danger and that someone is you!"

Angel: "Oh, gee. I'm in danger. What else is new? Look, I wanna deal with somebody else's problem for a change. I wanna deal with Mr. Phillip Spivey of Inglewood who came to us this morning for help. He's the one we should be concerned with, not me! This has nothing to do with me!"

Lorne and Fred are coming back carrying some bottled water. Fred's eyes go wide and she lets out a gasp.

Phil is standing next to the couch pointing straight at Angel.

Phil: "You! - This is all happening because of you! - This is all your fault."

With that Phil topples forward, his body shattering to pieces as it hits the floor.

Break

Angel: "My fault?"

Cordy: "That's what the sandman said."

Angel: "How is this my fault? I was just trying to help him. What'd he go and say that for?"

Lorne: "Uh, he didn't. *That* did."

Lorne points at the body and we see something moving under his jacket then the ghost shrimp skitters out of Phil's collar. Cordy lets out a scream and jumps up to sit on the lobby counter in an effort to get out of its way as it skitters across the floor.

Gunn: "Okay. That was a thing."

Fred: "A big, ugly slug thing."

Cordy: "Where did it go?"

Groo: "It has vanished. Just like the glass eels in Scrag swamp in Uxemburg. - I'm just making an observation."

Gunn: "So, what the hell was it?"

Angel: "Don't look at me. I don't know what it is or what it has to do with me."

Cordy: "Uhm, Angel?"

Angel looks down where Cordy is looking and notices that Phil landed right in the middle of the faded pentagram.

Angel is handing out swords from the weapons cabinet.

Lorne: "I'm not really the hunter type. Can't I just come along for moral support?"

Cordy: "Hotel shut tight."

Angel: "Good. I don't want anyone else getting infected."

Groo reaches past Angel and picks an ax from the cabinet.

Groo: "This weapon should serve me better."

Angel: "Ah, a little big for our purpose, don't you think?"

Groo: "I've had no complaints."

Angel: "Yeah, great. Okay, Cordy, you and Groo start with the third floor. Make a sweep, work your way down."

Lorne: "Hey, exactly how do we know that slicing and dicing is going to do the trick on Mr. Sluggo, here?"

Angel: "We don't. That's why Fred's gonna hit the books and see what we're dealing with."

Fred looks up from sucking up Phil's remains with the dustbuster.

Fred: "I am? Angel, I-I don't even know where to begin to look."

Angel: "Start with Thaumogenisis."

Fred: "Thaumo..?"

Angel: "Creatures manifested as byproduct of using of dark magic."

Fred: "Oh."

Gunn: "I'll stay with her. Keep watch."

Angel: "Watch close, this thing's hard to see."

Cordy: "This thing drank every speck of moisture out of a man's body. - Well, I'm just saying, don't you think we should wait to see what Fred finds out before we go around chasing after it?"

Angel: "The longer we wait the sooner that thing finds a way out of here and into the world. I'm not gonna let that happen. Lets go."

Lorne is following Angel down some stairs.

Angel: "I don't wanna hear it."

Lorne: "I didn't say anything."

Angel: "Let's keep it that way."

Lorne sighs: "Well, uh, was I wrong?"

Angel: "Lorne, it's my mess. I'm cleaning it up. What more do you want?"

Lorne: "Hey, I warned you Angel-face, you mess with powers of darkness..."

Angel: "There's a price to pay. I know there's always a price. - The question is, is it one worth paying."

Lorne: "So, was this?"

Angel: "No. That spell I did was for nothing. I didn't find my son, so now he's gone forever. So, you ask me, was it worth it? Would I do it again? In a heartbeat, because he was my son."

They hear some slurping noises and Angel leads the way into one of the hotel rooms. He turns on the light as they make their way across it to another door. Angel slowly pushes it open to reveal one of the ghost shrimps hanging on the side of an open toilet tank, slurping up the water in the tank.

The thing lets out a squeak and jumps towards them. Lorne raises his sword to strike at it. He breaks the light bulb in the lamp hanging above him, plunging the room into darkness. Angel grabs a hold of Lorne's arm.

Lorne: "Angel, what are you..."

Angel throws his dagger, nailing the glowing worm thing to the floor.

Lorne: "Well, go team!"

They crouch closer and watch the thing's struggles cease.

Lorne: "Now that wasn't so..."

Suddenly the thing streaks away as if the dagger no longer was pinning it.

Fred is sitting at Wes' desk in the office, while Gunn is standing watch by the door to the lobby.

Fred: "God, I hate this!"

Gunn: "Yeah, I'm with you. That creepy crawly was seriously messed up. With those little feelers or whatever they were sticking out of it's face, slithering around like a worm and slimy..."

Fred: "No! I meant I hate going through these books."

Gunn: "Oh. - Oh, yeah, books. Books, that's - that's rough."

Fred: "Everything on Thaumogenisis is so cryptic, and - and full of words I've never heard of like emoluiatives, and I have to keep cross-referencing Chauldon with Acathian Magics. (Looks up to see Gunn staring out into the Lobby) Are you listening to me?"

Gunn: "Yeah. Accordion music. Go on."

Fred sighs: "I mean ask me to research stuff on wave particle dualities or the Schroedinger equation and I'm a hell-cat, but this? - Angel is just going to have to realize that I'm just not as qualified for this as - (Gunn turns to look at her and Fred looks down) - some people."

Gunn: "Yeah, well, some people aren't around any more. You're just gonna have to learn to get good at it."

Fred: "What if I fail? What if I can't find anything to help us?"

Gunn: "We'll manage. Not saying I don't prefer something I can punch."

Gunn steps away from the door to the lobby and so doesn't notice the small flickers of lighting in mid-air.

Gunn: "Something that doesn't make that sick little squishy crunchy noise when you kill it."

Nor does he Notice that two more of the see-through, creepy-crawlies have just dropped out of the air and are skittering away.

Gunn: "But I think we can handle one little slug from hell."

Lilah is sitting in front of her laptop in her office when she gets a confidential e-mail asking for a password to decrypt it.

She pushes on a button underneath the tabletop and a section of the wall behind her slides down to reveal a strongbox with air holes in it. Lilah takes it out, opens the combination lock, then takes out a dark wood box, decorated with runes and with more air holes in it. She opens it and takes out what looks like a tarantula crawl on her hand, then transfers the spider to the number keys on her laptop. The spider punches in the password and the body of the e-mail appears on screen.

Lilah, reading: "Bio-plasmic infection"

The door opens and Gavin strides in.

Lilah: "Speaking of."

Gavin: "Did you get the e-mail?"

Lilah starts to put the spider back away.

Lilah: "The one marked 'confidential?' The one I have to use a magic bug to open? The one that, officially, you shouldn't even know about."

Gavin: "There must have been a glitch in the server. (Sits down on the edge of her desk) So - the psychics say it looks like Angel's hotel has some uninvited guests."

Lilah: "Interesting. Why do I care again?"

Gavin: "One word: Thaumogenisis."

Lilah: "The spell."

Gavin: "The one *you* helped him perform."

Lilah: "Everything has repercussions, Gavin. Angel knew that going in."

Gavin smiles: "I'm glad you see it that way. Repercussions, poetic justice."

Lilah: "Do you have a point - or are you just waxing my desk with your ass for fun?"

Gavin: "Well, I was just thinking, whatever these things are, they can't be too cuddly, considering Angel barricaded himself inside to prevent unleashing them on an innocent populous."

Lilah: "So yay! Let him reap what he's sown. Maybe I'll get lucky and they'll rip him to..."

Gavin grins at her: "Think the Senior Partners might be upset if Angel dies as a result of a spell you helped him cast?"

Lilah: "You got to be kidding me."

Gavin: "And with Linwood on vacation, unreachable, hmm. This is a dilemma. (Gets up) Well - bye!"

Lilah: "Wait! So - what? I'm supposed to go in there and - save Angel?"

Gavin: "I'm sorry. I don't know *what* you're talking about."

Lilah stares after Gavin as he leaves her office.

Cordy and Groo are walking down one of the hallways in the Hyperion.

Cordy: "Poor Angel. It's eating at him."

Groo: "Having another vision, princess?"

Cordy: "What? No. Knowing it was the spell he performed trying to find Connor that made this, whatever it is, that we're hunting. Knowing that it caused a man's death."

Groo: "He is your priority."

Cordy: "What?"

Groo: "You said earlier - that *Angel's* feelings were your only concern. He was all that matters."

Cordy stops and turns to face Groo: "Oh. Oh, no, Grooey, I - I meant 'work' priority. *Work*. You see, you - you're my - other stuff priority. You get that, right?"

Groo slowly lifts his ax.

Cordy: "Groo - honey. - We can talk about this."

Groo: "Do not move."

Cordy hears the liquid skittering of one of the slug-things behind her and spins around. Slashing at the wall. She misses the thing completely and it skitters away into a mail slot in the wall.

Cordy: "It's going down. Come on."

Groo: "I instructed you not to move."

Cordy: "Well, gee, forgive me for saving my own life."

They hurry down the hall together.

Groo: "I would not let harm come to you."

They open a door and run into Angel and Lorne coming the other way.

Angel and Cordy: "We saw it! - You saw it?!"

Gunn: "There is more than one?"

Angel: "At least two at least, but we should probably assume there are more."

Lorne: "Ah, do we have to?"

Angel: "But at least we have one advantage."

Cordy: "What? They glow in the dark? How is that gonna help unless we shut off all the lights in the holy crap you're *not* serious."

Angel inspects the flashlight he's pulled out of one of the cabinets in Wes' office.

Angel: "Those things are hard enough to kill as it is. I speared one and it was strong enough to attack us *and* escape. (Hands out flashlights) This makes them easier to find, I'd say we take the chance."

Fred: "All the lights?"

Angel holds out a gas lantern to Fred: "Here, take this. Lock yourself in the office. We still need answers, Fred."

Fred: "Great."

Gunn: "Boy, this just keeps getting funner and funner."

Angel: "I'm glad to see that you're enjoying yourself, (holds out a flashlight to Gunn) because somebody's got to go down in the basement and shut off the power."

Gunn: "No, no, no, no, no, no, no..."

Angel is following Gunn down into the basement, while Cordy, Groo, and Lorne remain on the steps.

There is a little squeaking noise and Gunn spins around as Angel stabs his sword into the junk littering the floor.

Angel: "Rat."

Gunn: "Oh. - Rat."

Gunn continues on.

Cordy: "Everything okay down there?"

Gunn opens the cabinet holding the main disconnect.

Gunn: "Oh, yeah. It's a party. - Here is the icing on the cake."

He pulls down the lever and all the lights around the Hyperion go dark.

Fred looks up from the book she is working on and pulls the lit lantern a little closer to her. She slowly pulls off her glasses as a small wet, squishy sound warns her that she is not alone. She turns slowly in her chair and lets out a scream as one of the creatures jumps onto her face, forces its way into her mouth and slithers down her throat.

Break

The others are walking down a deserted hallway.

Lorne: "Uh, where are we?"

Angel: "South wing. We haven't found a use for it yet, so we just keep it closed up."

Cordy: "Did you hear something?"

Lorne: "Sorry, cupcake, all I'm picking up is the loud, erratic thumping of the heart in my mouth."

Cordy: "No, it sounds like... It almost sounds like..."

Angel: "Birds."

They come up to a set of double doors chained shut with and padlocked.

Cordy: "Do we even have a key for this?"

Angel kicks the doors off their hinges.

Fred is sitting hunched up in her chair behind the desk. There is a knock on the door.

Gunn: "Fred, it's me. Open up."

Fred gets up and lets him in, then goes back to sit in her chair, without looking at Gunn.

Gunn: "Sorry it took me so long to get back. I took a quick look around to make sure no slimies were lurking. We're good. (Sees Fred hunched up on the desk) How're you holding up? You're okay?"

Fred: "Scared. Very scared."

Gunn: "I know. It's gonna be okay. (Strokes her hair) We just have to keep it together. Watch each other's backs. (Sits down across form her) You know, when this is over, I think you and me should go away some place, like Cordy and Groo got to do. Maybe Baja. Little sun, sand, I think we deserve it."

Fred: "You have to get out of here."

Gunn: "That's what I'm saying. And we will."

Fred stares at the snow globe in her hand.

Gunn: "Soon as we kill these creatures, I'll talk to Angel. Maybe he'll..."

Gunn trails off as Fred breaks the glass globe and starts to gulp down the water inside it.

Gunn: "Fred? - Oh, no."

Fred: "We're thirsty."

The others are making their way across a dark ballroom, overturning table as they go.

Cordy: "Ugh! Where is that sound coming from?"

Angel: "Somewhere in this room definitely."

Lorne: "Oh, man! This space is one part 'hum' and two parts 'dinger!' Ever think of turning it into a nightclub? (Angel turns to look at Lorne) Eh, I'm missing the life. Sue me."

A door opens and Gunn hurries in with Fred, who is gulping down water from a bottle.

Cordy: "Gunn!"

Gunn: "We have a serious problem."

Cordy: "Oh, no! Fred!"

Gunn: "We got to get her help and we got to get it fast."

Angel: "Fred, can you hear me?"

Gunn: "It's no good. That thing is jamming her brain. I can't reach her."

Fred, gasping: "Angel?"

Angel: "Fred."

Fred: "I feel it. It needs... It's thirst... (Picks up the water bottle) Oh, god, I'm so thirsty."

Gunn: "hang on, baby. We're gonna get you to a hospital."

Fred: "No, Charles! We... No. It - it wants that. To- to escape, spread. You-you can't let it. Don't let us (shakes her head) - it! - It will kill. (Looks at Angel) Oh, it *really* doesn't like *you*. "

Angel: "The feeling's mutual."

Gunn: "That's it. Come on."

Gunn helps Fred to her feet.

Angel: "What are you doing?"

Gunn: "Getting her out of here."

Angel: "After what she said?"

Gunn: "I don't give a damn what she said. For all I know it's that thing inside her calling the shots."

Angel: "Hey! You can't do this."

Gunn: "Get out of my way, Angel."

Angel: "Think about this. How is she gonna feel if taking her out of here causes more people to die?"

Gunn: "She? Or you?"

Angel: "Me?"

Gunn: "All this is happening because of you, what you did. This is your fault. Messing with scary-ass mojo no sane person should be messing with."

Angel: "I did what I had to do."

Gunn: "You do what you want to get what you want. The hell with the consequences."

Angel: "My son..."

Gunn: "Is dead! Fred is not!"

Cordy: "Hey, hey, hey. We have to stick together."

Gunn: "Yeah? Where does it say that?"

Groo: "Here! The sounds, they come from under."

Groo starts to hack at the floor as the others congregate around him and the hole he is creating. Angel starts to help him widen the hole using his sword.

They all lean over the hole and see a hundred of those slug-like things swimming in the water below the floor.

Cordy: "Oh my god. We have a pool?"

Some of the things are jumping up out of the hole in the floor and everyone backs away from it.

Angel: "Run! Move!"

They hurry down a short hall and through another set of doors into what looks like the abandoned hotel kitchen. Angel shuts the doors just as some of the creatures launch themselves at the glass windows in the doors.

The others open another set off doors only to find the floor outside littered with more of the creatures.

Cordy: "They're all over."

More of the things splat themselves against the windows in those doors as Lorne locks them shut in their faces.

Fred: "No more running! Too hot. Too hot."

Angel: "Turn on the ovens!"

Lorne: "What, we're gonna cook them?"

Angel: "Cook the air, dry it out. Make it so uncomfortable for them, they won't want in."

Fred screams as gas flames leap up from all of the burners.

Lorne: "Now that's what I call uncomfortable."

Fred: "Charles! Where is Charles!"

Angel: "What?"

Fred: "He's gone!"

Lilah is talking on the phone in her office.

Lilah: "Meet up with the Shaman exterminator in fifteen. Swat team in place? - Good."

The door opens and Gavin walks in behind her and past the two commandos standing at parade rest.

Lilah: "The clean-up crew should be joining you any minute. Now I want everyone waiting for my go. I'm heading out now."

Lilah hangs up the phone and turns to face Gavin.

Gavin: "What's all the activity?"

Lilah: "Massive ops to clean out Angel's hotel. I want to nip this in the bud before Linwood finds out."

Gavin: "A little late, but okay. Have fun."

Lilah stops: "What did you say?"

Gavin: "Ah - have fun?"

Lilah to commandos: "Get out."

They leave.

Lilah: "I thought you said Linwood was unreachable."

Gavin: "Oh, he is. Except for the emergency cell phone number of course. - He did give it to you, right?"

Lilah: "Fine, play your little games. I've got to go save my mortal enemy."

Gavin sighs.

Lilah: "What? What?"

Gavin: "Not that I'm questioning your loyalty, Lilah, but are you sure that's what Linwood really wants? - I'm just saying. Angel kidnapped and tortured him. It's only natural that Linwood would have some unresolved feelings towards the guy who nearly stuck a spike through his eye."

Lilah: "What did he say, Gavin?"

Gavin: "Let 'em die. Let 'em *all* die."

Lilah: "Hmm. Maybe the old man has guts after all."

Gavin: "Oh, and then there was the part about you overstepping your bounds. About how you'd have to pay for the unauthorized ops out of your salary, and, of course, how he can't trust you any more and... Oh right, that he'd deal with you when he got back. (Chuckles) I don't know what he meant by that, but - I'm not ahead of the game."

Gunn bangs on a door. A slightly scruffy looking Wesley, sporting a full beard opens the door.

Gunn: "I need your help."

Fred is sitting in the kitchen between Lorne and Cordy, guzzling water.

Groo: "Angel, there are too many to fight our way out."

Angel: "I know."

Angel walks over to Fred and takes the water bottle away from her.

Fred: "No! Need water!"

Cordy: "Angel!"

Lorne: "Go easy!"

Angel pushes Fred up against a pillar, holding the water out of her reach.

Angel: "I want to talk to that thing inside of you now. I wanna know what you are."

Fred after a beat: "We're thirsty."

Angel: "Work with me, Fred. Make it answer me. What do you want here?"

Fred: "To live. - To live. - To drink (lets out a gasping laugh) and be merry. - It hurts - us. We have to get out."

The pipes over head start to rattle.

Cordy: "It sounds more like they want in."

Fred: "We have to flee. It brings pain. Such pain."

Lorne: "It? What happened to we? What's with the pronoun switcheroo?"

Angel: "What are you fleeing from?"

Fred: "The bringer of torment - agony - death. - The destroyer."

Cordy: "Oh. - That is just not the name you wanna hear."

Angel: "Why is this destroyer after you?"

Fred: "It's not. - It's coming after you - Angel."

Break

Gunn: "Look, I don't have time to get into it with you. I don't even wanna be here. The hotel is infested with something. Some kind of slug, jellyfish type thing. We don't know what they are (pauses as Wes just walks past him) - or how to kill them."

Wes: "Well, now, that is a problem."

Gunn: "These things, there's hundreds of them. They get inside you and soak up the whole moisture out of your body. They drink you alive."

Wes fiddling with stuff on his table: "Why come to me. I'm sure Angel will figure out a way to kill them eventually."

Gunn: "That's not what I'm looking for. I need to know how to get these slugs out of someone who's been infected, force it out somehow."

Wes: "Sorry."

Gunn: "Don't give me that. - If you could see what these things do..."

Wes: "Wish I could help."

Gunn: "Wes..."

Wes turning to look at him: "Sorry you wasted your time."

Gunn: "It's Fred."

After a beat Wes turns and takes a bottle of booze out of a cabinet.

Gunn: "What? We're gonna have a drink now? Did you hear what I said? She is dying!"

Wes: "I was dying. Throat cut, life pouring out of me. - You know why I fought to live again?"

Gunn: "Wes, I don't have time."

Wes: "I fought to live so I could see my friends again, to explain to the people I loved and trusted *my* side of what happened."

Gunn: "We know what..."

Wes: "You don't know anything."

He throws the bottle at Gunn, who catches it.

Wes: "I'll help because it's Fred, but don't come here again. Any of you."

Fred: "No. I need more."

Angel: "I need more. Tell me where you come from."

Angel starts to pour the water on the floor and Fred starts to screech and claw at him.

Angel: "Fred!"

Fred: "You're gonna die so horribly."

Fred gasps as cracks appear on her face.

Fred: "Oh, god. Help me!"

Angel: "Lorne, take her. Groo, shut off the ovens, Cordy, the stoves."

Cordy: "Angel, why?!"

Angel: "Hurry! You and the others get Fred to the hospital."

They shut off the stoves while Angel opens the tap of every faucet in the place, letting water pour out.

Cordy: "I thought we talked about that. Infecting the world and all?"

Angel: "We don't have a choice. They can keep her hydrated there. Hopefully long enough to come up with a cure."

Groo: "We're surrounded! How are we to get past?"

Angel: "I'll keep them occupied. Slow 'em down."

Cordy: "How do you expect to do that?"

Angel: "By giving them what they want. (The sinks are starting to overflow) Groo, damsel in distress. You know what to do."

Cordy: "Angel!"

Angel: "Save Fred. Please!"

Groo picks Fred up and Cordy lights the way for him and Lorne towards the doors.

Angel: "Now!"

Angel kicks the door to the ballroom open and the creatures skitter in.

Lorne opens the doors at the opposite end of the kitchens and walks out as more creatures skitter past his feet to reach the water in the kitchen. Groo makes to follow, but then sees Cordy turning back. He hesitates for a moment.

Angel: "Cordy, I told you to get out of here!"

Groo watches Cordy join Angel in slashing at the creatures around him. He looks down at Fred, then turns and heads out after Lorne.

Groo is carrying Fred into the lobby with Lorne lighting his way just as Gunn walks in.

Gunn: "Put my girl down."

Lorne: "Gunn! Where..."

Gunn: "News updates later. Just lay her down."

Groo puts her down on the stairs.

Groo: "She requires a healer."

Gunn: "No, she requires this. (Pulls out the bottle of booze) Hold her down. Do it! (To Fred) Come here, baby. Come here. Come here. Drink. Drink, drink. Drink."

Gunn holds the bottle to her lips and Fred starts to gulp it down, only to push it away, gasping for breath.

Cordy and Angel are slashing at the glow worms on the kitchen floor around them.

Cordy: "Angel! Incoming. Four o'clock."

Angel slashes at the creature. Another one flies through the air, landing on Cordy's up stretched hand.

Cordy: "Angel."

Gunn is forcing Fred to drink more booze while Groo and Lorne hold her.

Gunn: "Come on, baby, drink."

Fred pulls back and starts to choke and cough, finally spitting out the slug. Groo stabs it before it can skitter more than a few feet. Gunn sits down beside Fred.

Cordy is holding onto to the slug, keeping it as far away from her as she can as it flails at her arm. A bright white light is starting to illuminate her from the inside.

Cordy: "Angel..."

Angel slowly takes a step back away from her, staring.

Cordy: "What's - happening - to - me?"

Cordy slowly lowers the bug in her hand, staring at Angel as the glow emanating from her becomes brighter and brighter. A wind starts to howl and the light shoots out from Cordy, obliterating everything with its brightness.

Lorne, Fred, Gunn, and Groo flinch as a pulse of white light washes over them.

We get an outside shot of the Hyperion, and see every window in the hotel lit with a the bright light, radiating out into the night - then the whole place goes dark again.

Lorne is standing in the lobby. He switches out his flashlight as the lights come back on.

Lorne: "Okay, unless anyone else has something to say, can I be the first to say: what the hell was that?"

Angel and Cordy are coming out the basement door behind him.

Angel: "Cordelia. That was Cordelia."

Groo: "You are truly a goddess."

Cordy hugs him: "Well, demoness anyway. Beats horns and a tail."

Lorne: "Hey! I'm standing right here!"

Angel sees Gunn help Fred to lie down on the couch.

Angel: "Is she okay?"

Gunn: "Yeah. I, ah, got this idea. Alcohol, dehydrates the body, gets the slug out."

Angel just stands there and looks at Gunn, crossing his arms.

Gunn: "Okay. So I took off when those things started coming out of the floor. It's not like I was running out on you. I was... (Angel glances down at Fred) Look, someone I care about was dying. I couldn't just sit around and debate strategy. I saw an opportunity to - to get some kind of help. (Angel just looks at him) Look, I did what I had to do, and if you don't get that... - Yeah, I guess you do."

Angel: "So, are we good?"

Gunn gives him a slight nod.

Lorne: "Good? We're not good! Is everyone forgetting we got a little unexpected company on the way? It goes by the initials 'the destroyer?'"

Fred sitting up: "The destroyer. I remember the destroyer's coming."

Cordy: "Yeah, we got that. Any idea when?"

Fred: "Uhm, I think - now."

Everyone turns as there are some static discharges in the air above the pentagram and an ugly demon beast drops out of the air. It roars at Angel, but before it can do more, a teenager, dressed in some funky looking leather clothing drops from the air beside it and beheads it in the same motion.

Angel stares in shock as the teen raises his right hand and aims what looks like a spring-loaded stake launcher at him.

Teen: "Hi, dad."