The episode begins with Wesley, Gunn and Cordelia just hanging out in the lobby. Fred comes down and asks about Angel. He comes down the stairs excited about a Charlton Heston double feature. Fred is the only one that is will to go to the show with him, which she is visibly thrilled about.
The scene shifts to a very muscular young man in bed with two women. The man has apparently exhausted the women. He gets up to get a drink about is about to rejoin them in bed when he appears to get some kind of headache. He tells the girls that it was fun and begins chanting. A glowing light starts to come out of his eyes and mouth and his skin melts down to the ground, much to the horror of the women.
Back at the office, Fred was super thrilled about her little outing with Angel and is telling Wesley all about it. In the meantime, Cordy is telling Angel that he needs to let Fred now that it wasn't a date and that they are just friends before it goes to far. He relents and goes into the office to do so, but ends up wimping out and instead pointing out a strange death in the paper that matches the description of the skin-puddle guy. Wesley adds that there was a similar death that happened before.
At Wolfram and Hart, Gavin tries to talk to Lilah and she makes fun of him. He says that because Angel has no real legal identity, there is no way for him to get all the legal compliances from the city to run the hotel. When he leaves, Lilah tells the secretary to lookup the number of a forger.
Wesley has found that there were 5 victims that died in the same manner and that they all died in hotel suites. Cordy points out that they were all members of the same health club, as well. The gang splits up to investigate different avenues and leaves Fred alone at the hotel.
Angel and Cordy go to the gym. While Cordy flirts with some guys, Angel discovers that all the men attended the same Pilates class. While checking out the classroom, he notices someone watching in the window from across the street.
The building across from the gym is a retirement home. Angel pays a visit to the old man who was spying. They talk and Angel notices a Nothian Herb Jar on the shelf and asks the old man (Marcus) if he was into the occult. Marcus denies it until Angel notices some extreme sports magazines on the bed. Marcus begins chanting and causes Angel and him to switch bodies. Marcus, now in Angel's body, knocks Angel out and goes to the front where Cordelia is waiting for him in the car. When he realizes she is there for him, he gets excited about going to the hotel with her. She asks him if he is feeling all right.
When they arrive at the hotel, he acts like they are customers until he figures out that he works there with Cordelia. Cordy tells him that he still needs to have that talk with Fred about not having an office romance. Marcus assumes that Fred is a man and that Angel is gay.
The real Angel wakes up in Marcus' body and tries to call the hotel, but Marcus answers the phone. He taunts Angel and then destroys the tape of their conversation. Ryan the orderly catches Angel and tells him that if he starts thinking he's a 24-year-old stud or a professional skateboarder that he aught to keep it to himself or he was going to end up locked up.
Cordelia later finds Marcus asleep head down on the desk with files scattered all over the place. He was looking for the current case file, which Cordelia has and will not give him until he talks to Fred. Wesley walks into the room and Marcus assumes that he is Fred and gives him a talk about putting whatever they may have done behind them. Wesley is confused, but they hug and Cordelia calls to Wesley from in front. Marcus then realizes that Fred is a girl.
Gunn had brought breakfast burritos and Marcus starts eating one. When questioned by Cordy, he says he's eating because he's hungry. Cordy, Gunn, and Wesley all leave to pursue leads.
Angel tries to escape from the retirement home but is stopped by another old man who wants to show off his granddaughter. This keeps him from taking his only chance.
Marcus shreds all the evidence from his case file and is enjoying a drink when Fred comes in. He is very friendly and tells her to go put on something pretty and that they will go out later. She gets really excited and heads upstairs. While she is gone, Lilah comes in with all the legal stuff that Angel needs to keep operating. She said she was doing it to thwart Gavin who thinks he's so smart. Marcus comes onto her and they start making out on the desk. Fred comes up from behind, sees the two of them, and runs off crying. Marcus vamps out and bites Lilah and she shoves him off. She thinks it is some kind of game he was playing and insists that he'll never get that close to her again.
Marcus realizes that his face is different and then discovers he has no reflection.
In the meantime, Angel tries to escape by pulling the fire alarm but ends up having a heart attack. Back in his room, hooked up to an IV and heart monitor, Ryan tells him that it is Marcus' fourth heart attack and that he probably wouldn't survive another.
Back at the hotel, Cordelia finds Fred crying in the elevator. Fred tells Cordy what happened, only she doesn't know who Lilah is specifically.
Marcus goes to a club, finds a woman, steals her while her boyfriend is away and starts making out with her outside. He ends up biting her, too, right as her boyfriend and his goons come outside. Marcus easily beats them all up and suddenly realizes that there is one thing left for him to do before he can keep Angel's body forever.
Cordy, Wesley, Gunn and Fred all discuss Angel's strange behavior. Wesley figures out what that someone is probably possessing Angel's body. Cordelia remembers that it all started happening after he visited the retirement home.
Angel is trying to escape again when his fellow retiree stops him. The other man tells Angel that his son is here to pick him up. Turns out it is Marcus there to finish him off. Marcus chases Angel into a room where Angel figures out that in order for Marcus to stay Angel, he must kill his old self. The gang shows up in the nick of time and Cordelia zaps Marcus, knocking him out cold. Fred gives him a good whack on the head with a bat for good measure.
Wesley explains that it was an Algurian body-switching spell. Angel reads the chant and switches back to his old body. Angel then breaks Marcus' conjuring stone and tells Marcus that he has a weak heart because he never uses it. As they all leave, Marcus starts to have another heart attack.
Angel finally goes to have "the talk" with Fred who is sitting outside. Fred tells him that Cordelia already explained everything because she was afraid he would mess it up. Cordelia barges in to say that Willow called and that Buffy is alive.