In a dark basement, Gunn is strapped to a table. A demon, Gunn's torturer, is armed with a dagger. Before the demon strikes Gunn, the house starts shaking. Illyria blows the door off its hinges and enters the basement. Illyria strikes the demon, sending him flying. Illyria removes Gunn's magical medallion, and Gunn recovers his memories. Gunn tells Illyria that he can't leave the dimension until somebody else is wearing the medallion.
Gunn and Illyria leave, while the demon torturer, now wearing the medallion, begins torturing himself.
In Angel's office, Wesley explains that Illyria left of her own accord, to go rescue Gunn. Angel is curious as to Illyria's motivation for rescuing Gunn. Angel also suspects that Illyria is still hanging around Wolfram & Hart because she wants power. Wesley suggests that Illyria could be a powerful member of the team. Illyria appears through a portal, carrying Gunn. Illyria chokes Gunn, until Wesley acknowledges Team Angel now owe her a great debt. Illyria drops Gunn and leaves.
The next day, in Gunn's office, a pile of work has accumulated during his time in the Suburban Hell dimension.
Gunn enters Wesley's office, which is a disorganized mess of books and paperwork. Wesley looks and acts in a strange manner. Wesley mentions stabbing Gunn. Gunn compares this act to all the pain he endured by the torturer in the basement. Gunn is confused about Illyria, who killed Fred, but saved his life. Wesley notes that you can't look at Illyria without seeing her body's previous occupant, Fred. Gunn asks what kind of control Team Angel have over Illyria. Wesley explains that Illyria is under no control, and still thinks she is the god-king of the universe.
In the training room, Illyria and Spike are sparring. Illyria notes that Spike liked Fred, but he still attacks Fred's body without remorse. Spike explains that he can smell the difference between Fred and Illyria. Spike jumps towards Illyria. Illyria slows down time, in order to avoid Spike's attack. When time resumes to normal speed, Illyria kicks Spike into the wall. Angel calls Spike from the next room. Illyria seems uninjured as Spike leaves.
In the observation area, Spike tells Angel that he's starting to learn her fighting Angel tells Spike to stop training, because instead of Illyria being tested, she has ended up testing them. Illryia stumbles into the observation area, clutching herself in pain. Spike jokes about her supposed strength.
Gunn is working in his office, when Lorne interrupts. Lorne is wearing a fedora and sporting a walkie-talkie, which is part of Angel's plan for Lorne to keep a tab on Illyria's movements and actions. Gunn voices his concern over Wesley's sanity. Lorne explains that Wesley is catatonic outside his office. But once inside his, Wesley acts crazy and is obsessed with finding new information on Illyria. Angel pages Lorne on the walkie-talkie, declaring that Team Angel needs a meeting.
In the conference room, Angel voices his desire to remove Illyria from W&H, violently if necessary. Wesley defends Illyria's infection of Fred. Angel asks if Wesley has a problem finding a way to kill Illyria, and Wesley tells him no. Gunn brings up the Apocalypse, which is still under way, with the bad guys winning. Marcus Hamilton walks into the conference room, and explains how Illyria's attack on the Suburban Hell dimension damaged both people and property of W&H, which Angel now must pay for. Angel doesn't care. Hamilton explains that Angel must oversee a special case from the Senior Partners.
In Wesley's office, Wesley is sitting on the floor, when Illyria walks in. Illyria calls Wesley her betrayer, citing how Wesley destroyed the Window of Orlon in hopes of rewriting history and bringing Fred back to life. Wesley accepts her accusation, explaining that he would destroy Illyria to have Fred back. Illyria notes that she is bothered, but by something other than Wesley's betrayal.
In Angel's office, Gunn approaches Angel with the special case from Hamilton that involves a ceremonial demon pact. Angel is to act as witness for the firm. Angel asks Gunn how he first meets Hamilton, and Gunn explains that Hamilton tried to break him out of the dimension. Gunn refused any deal Hamilton wanted to make. A pregnant woman, named Amanda, enters Angel's office and tells him that she's here for the demon pact.
In the conference room, Amanda explains to Angel and Gunn that seers of the Fell Brethren had a prophecy that stated her baby was holy. Amanda accepts the fact that the Fell are demons, but also recognizes that they are very religious. Amanda seems willing to give her baby to the Fell Brethren. Gunn, explains to Amanda that she should be careful about demon-pacts. A demon enters the room, and tells Gunn that Amanda is not their client; the Fell are.
Inside Wesley's office, Illyria makes several obscure comments about time to Wesley, before clutching herself in pain. Illyria accidentally knocks a glass of water onto the floor.
Illyria is suddenly in the training room, with Angel and Wesley. Wesley is aiming a weapon at Illyria, and Angel tells him to fire. Illyria clutches herself in pain again.
Illyria is suddenly in the observation room, with Angel and Spike again. Illyria, recovers from her pain, and stands up. Spike jokes about her supposed strength.
Illyria recognizes that this scene with Angel and Spike in the observation room has already transpired. Illyria once again clutches herself in pain.
Illyria is suddenly back in Wesley's office, right after knocking the glass of water onto the ground. Wesley notices Illyria's pain. Illyria kicks Wesley's desk, pinning him against the wall. Illyria declares that Wesley has tried to murder her again. Wesley denies wanting Illyria dead. Illyria leaves.
In the lobby, Lorne follows Illyria. Harmony, who is speaking with the three of the Fell demons, is stalling them, while Angel and Gunn speak to the Amanda privately.
In the conference room, Angel and Gunn try to talk Amanda out of the demon-pact. Amanda explains that the Fell can give her child a wonderful life, and worship it. Lorne keeps paging Angel on the walkie-talkie about Illyria, which Angel ignores. Amanda also reveals that her husband was brain-damaged from a work-injury, but the Fell claim they can fix him. Gunn leaves and Angel follows.
In Angel's office, Gunn explains that he can't stomach the job any more. Angel decides to stop stalling the Fell, and meet up with both the Fell demons and Amanda.
In the science lab, Wesley is working, when Hamilton enters. Hamilton tells Wesley that the Senior Partners are concerned about Illyria, and also want her dead. Hamilton suggests that Wesley checks the low-emanation scanner readouts, and leaves. Wesley, using a laptop, is shown a map of the building, with a blue entity moving down a hallway.
Illyria is walking down a hallway, with Lorne following closely. Lorne pages Angel fruitlessly on the walkie-talkie, to tell Angel that Illyria has realized Lorne was following her.
The three demons from the Fell Brethren enter the conference room, which Amanda, Angel, and Gunn are already in. The demons treat Amanda very nicely, asking questions about the baby and Amanda herself. While one of the demons signs the contract, Gunn discovers in his notes that the baby is going to be ritualistically sacrificed on his thirteenth birthday. While Gunn tries to relay this information to Amanda, Illyria bursts into the conference room, demanding a word with Angel.
In the lobby, Lorne asks Angel if his walkie-talkie is on. Angel is angry with Illyria and tells her not to interrupt him while he's working. Illyria asks if Angel has poisoned her or used magicks. Illyria clutches herself in pain. Angel tells her that Team Angel isn't responsible for her injury, and starts to walk away. Illyria grabs Angel and lifts him off the ground. Illyria realizes that Angel doesn't understand yet, sets him down and leaves. Harmony points out that everybody in the conference room is yelling, but Angel leaves for the science lab.
Angel enters the science lab, where Spike and Wesley are working. Angel voices his opinion that Illyria's gone crazy. Wesley explains that Illyria is overloading, with the fusion between Illyria's demon essence and Fred's body deteriorating, and very soon Illyria is going to self-destruct. Fortunately, Wesley has a Mutari generator, which Wesley claims will kill Illyria. Spike shows Angel the low-emanation scanner, which reveals Illyria is currently in the training room.
While Angel, Spike and Wesley are walking through the hallway, Wesley guesses that if Illyria does self-destruct, it could cause as little damage as several city blocks, or could be disastrous to the planet's current land-masses. Lorne is outside the training room, and tells the others that Illyria is inside.
Angel, Lorne, Spike and Wesley enter the apparently empty training room. Lorne is confused, because he did not see Illyria leave. Spike explodes into dust, as Illyria stakes him from behind. Illyria clutches herself in pain. Angel tells Wes to shoot Illyria, while he attacks her. Illyria kicks Angel in the face, sending him across the room. Illyria grabs a dagger off of the wall and throws it at Wesley, killing him instantly. Illyria punches through Lorne's chest, killing him. Angel vamps out and jumps at Illyria, who grabs a battle-axe off of the wall and beheads Angel in mid-flight. Illyria examines the carnage, of the four slain members of Team Angel.
Illyria clutches herself in pain.
Illyria is suddenly in the lobby, with Angel again. Angel tells her that Team Angel isn't responsible for her injury, and starts to walk away. Illyria grabs Angel and lifts him off the ground. Illyria clutches herself in pain.
Illyria is suddenly back in Wesley's office again, right after knocking the glass of water onto the ground. This time, Angel is also there. Wesley notices Illyria's pain, and is surprised that Angel is suddenly there. Illyria explains that Angel wasn't with her last time, and that this is an aberration in the time-line. Illyria doubles over and screams in pain.
Illyria and Angel are suddenly back in the basement, where Gunn is still being held captive. Illyria accuses Angel of ripping her out of linear progression, tearing her time-line into shreds, and stitching it back together out of sequence. Angel tells her no. Illyria punches the torturer demon, and then she punches Angel. Angel gets angry with Illyria, and admits that Team Angel is trying to control her, in order to protect Angel's kingdom. Illyria doubles over and screams in pain.
Angel and Illyria are suddenly back in the training room. The bodies of Lorne and Wesley are lying on the ground. Illyria explains how she killed Spike, Wesley, Lorne, and finally Angel, in a different time-line. Illyria, in obvious pain, explains to Angel that his kingdom fell because he was moral, that Angel could have been powerful if he didn't argue over W&H's price, and the only way to win a war is to serve no master but your own ambition. Illyria explodes into a blue energy ball that shoots Angel backwards.
All of a sudden, Angel is back in the hallway, with Spike and Wesley. Wesley is again guessing at how much damage Illyria self-destructing would cause. Angel tries to explain the time-phase Illyria just took him on, but they all enter the training room before Angel can explain.
Angel, Lorne, Spike and Wesley enter the apparently empty training room, again. Lorne is confused, because Illyria is not visible. Angel, realizing Spike is about to be staked, moves Spike out of the way. Illyria stakes Angel, but Angel doesn't die.
Angel tells Illyria not to kill everybody and Wesley not to kill Illyria. Illyria is grabbing her head, in obvious pain. Angel reveals his experience where Illyria explodes, sending him back through time. Wesley speculates that if Illyria explodes, it might destroy the entire continental shelf. Angel doesn't want Illyria's death to destroy his kingdom. Wesley reveals that the Mutari generator won't kill Illyria, just draw out most of her energy. Illyria notes that Wesley tried to murder her, bringing back Fred. Wesley tells Illyria that she's all that he has left of Fred. Illyria, not wishing to be powerless, kicks Wesley, who is sent flying. Spike kicks Illyria in the face and throws her into a wall. Spike charges Illyria, who slows down time to avoid Spike. As Illyria is taken in by her pain, her focus on slowing time is gone and time returns to normal. Illyria starts to explode into a blue light again, and Wesley pulls the trigger. The Mutari generator shoots out a beam of light, which sucks out all the negative energy from Illyria. Illyria collapses to the ground.
Through the observation area window, Angel and Wesley watch the immobile Illyria, who is still on the ground. Wesley tells Angel that Illyria will no longer be stopping time or walking through dimensions, and she has probably lost some of her physical strength. Wesley tells Angel that he will stay and watch over Illyria. Angel decides that Illyria might still be a valuable resource for Team Angel, then leaves.
Amanda is sitting alone in the conference room, and she can hear the entire argument taking place outside the door.
In the lobby, rights outside the conference room, Gunn and two of the demons from the Fell Brethren are arguing. Gunn tells them that they have no legal right to Amanda's child. The Fell argue that W&H are supposed to be helping them to acquire the child, not talking Amanda out of the deal. The leader of the Fell is shouting at Hamilton, who turns the conversation over to Angel, as Angel walks into the lobby. Angel announces that the baby belongs to the Fell Brethren. Gunn is confused. Angel ushers all the demons into his office, to sign Amanda's unborn child away in a demon-pact. Angel tells Gunn that their job is to serve their clients.