In a dark alleyway, in the bad part of town, a scared-looking teenage girl is walking. Occasionally, she checks behind herself, and begins to speed up. There are three vampires following her. The girl reaches a dead-end, and turns to face her pursuers. The sounds of a car, followed by footsteps attracts the attention of one of the vampires. The camera pans up, from a pair of black shoes, followed by black pants, a sword pointing south, a black leather jacket, and finally shows the face of a young black man wearing a pitch-black bandana who says, "You expecting someone else?" The Angel-esque guy prepares to fight the vampires, then a pick-up truck drives up behind him and several other people jump out, weapons ready.
Angel, Cordy and Wesley arrive at somebody's house, where a big party is taking place. A lot of the party-goers appear to be rich, and Cordy admits that she loves the smell of money. Cordy introduces Angel and Wesley to Mr. Nabbit, who is their new client. Mr. Nabbit reveals that he made a billion dollars in the Software market, and also that he's being black-mailed. In further detail, Mr. Nabbit explains how he and his buddies used to play Dungeons and Dragons together, until his buddies discovered an actual demon brothel called Madam Dorion's. Together, they all went and explored the creature comforts available at the brothel. Mr. Nabbit visited the brothel twelve times. Angel is handed a picture by Mr. Nabbit, that shows the black-mailer, Lenny Edwards, who is a bald smoker. A girl walks by, and it is revealed Mr. Nabbit's first name is David.
In the dead-end alley, the group are fighting the vampires. Using a stake-propelling gun, several vampires are killed. The Angel-esque guy takes the head off another vampire with his sword. One of the group gets his neck broken, by a vampire who runs away. It is revealed that the Angel-esque guy is named Gunn. A boy named Bobby is injured in the attack, and is placed on the truck, which drives off.
In front of a building, Bobby dies. Gunn asks James what kind of food the group has for the night. James explains that there's not very much, but Gunn declares that everyone eats.
Inside Madam Dorion's demon brothel, Angel shows Madam Dorion the picture of Lenny Edwards, and asks if she knows him. Madam explains that her business is discreet, and won't give him any information on customers. Angel tells Madam that David Nabbit being photographed and black-mailed while visiting her brothel isn't very discreet either. Once of Madam's girls, Lina, believes that Angel is a John, until Madam corrects this notion. With the help of Lina Angel is pointed in the direction of Lenny Edwards.
In the hideout, Gunn's sister Alonna begins yelling at Gunn over Bobby's death. Alonna thinks that Gunn is getting reckless. A man named Chain informs Gunn about a vampire nest down the road, and Gunn tells everybody to get ready to move out. Chain was apparently followed, because somebody is jumping from rooftop to rooftop in their direction. Gunn and his crew go up to the street.
Lenny is approached by Angel while trying to get in his car. Gunn's crew watches as Angel shoves Lenny against a car, demanding the photographs of David. Angel vamps out, and appears to be the aggressor by Gunn's crew. Angel promises to come back tomorrow for the photographs, and leaves. Gunn assumes incorrectly that Angel is a regular vampire, just like all the rest, and needs to be put down.
Cordy and Wesley are with David, while he writes them out a cheque. David thanks them for hanging out with him at the party, and his cheque reflects his gratitude. Cordy is flustered. Both Cordy and Wesley thank David for the extremely generous cheque, before leaving.
The next day, Lenny is waiting for Angel beside his car, with an envelope in hand. Angel arrives, and is attacked by a gray-skinned demon, obviously a friend of Lenny's. While fighting the demon, Angel knocks over Lenny, who drops the envelope. Angel pockets this, and continues his fight with the demon, until the demon's neck is broken. Lenny runs away. A stake impales Angel in his shoulder, shot from Gunn's crew's pick-up truck's stake-gun. Angel starts running, with the truck hot on his heels. Angel tosses stuff in the way of the truck, and hides in a warehouse.
The truck drives through the door of the loading bay. Angel sets off a trap, which drops a pallet covered in stakes from the ceiling. Angel rolls, avoiding the pallet. A guy tries to stake Angel from behind, but Angel gets a hold of the stake and nearly stakes the man, before stopping himself. Angel sets off another trap, springing a bunch of crossbows that shoot arrows at him, which he dodge. Gunn's crew attack Angel from all angles, but Angel uses Alonna, Gunn's sister, as a human shield. Quickly, Angel realizes this is wrong, and lets Alonna go. Gunn's crossbow goes off by accident, and Angel saves Alonna's life by taking the arrow through his palm. Gunn, still convinced that Angel is a regular vampire, tells him to leave and not to come back. Gunn's crew leaves Angel alone.
Wesley examines David's brothel pictures while Cordy tapes up Angel's wounds, in the chest and hand. Angel voices his concern over Gunn's crew, who are probably living on the streets. Angel realizes that there is a vampire nest near their Headquarters, so he decides to remove the nest.
In the vampire nest, a balding vampire leader Knox explains to the rest of the vampires that the neighbourhood is going downhill, mostly because of Gunn's crew. After dusting the vampire that escaped the trap Gunn's crew set up earlier, Knox tells the remaining vampires that it's time to get rid of Gunn's crew.
In Gunn's crews HQ, Alonna tries to convince Gunn to use Angel to help get rid of the vampire nest. Gunn doesn't seem that eager.
Angel enters the deserted vampire nest, and is attacked by a straggler. Angel grabs the vampire and throws him to the wall, and asks him where the rest of the nest went.
Gunn is working on a machine when Alonna approaches him, with food. Gunn is listening to something else while Alonna is talking, and then tells her to warn the others. Somebody throws smoke grenades into the building, from the outside. Gunn loses track of Alonna. Alonna is grabbed by a swaddled vampire in a gas mask, and dragged into an idling van. Gunn jumps onto the van, and watches as two vampires begin feeding on his helpless, younger sister. One of the vampires punches through the window, knocking Gunn off of the van.
Cordy and Wesley are driving around, looking for signs of Gunn's crews HQ. Wesley decides to check the power-line for taps, while Cordy asks a homeless man whether or not he's seen any vagrants around that match the description of Gunn's crew.
Angel grabs Gunn's friend James, and tells him to invite Angel in.
Angel explains to Gunn that if they chase after the vampires, Gunn's crew is all going to die. Gunn opens the blinds, letting the sun in, before pushing Angel into a meat-locker. Angel tries to get out, but can't. Gunn's crew leave.
It's dark by the time Gunn's crew reaches the vampire nest. Gunn asks them to give him ten minutes alone, before coming in and killing everything.
Alonna appears, apparently not dead. Gunn realizes she must be a vampire. Alonna claims to be really strong now, which she proves by sending Gunn flying across the room.
Angel, still trapped in the meat locker, begins punching through the wall, creating a hole.
Alonna explains to Gunn that vampires and Gunn's crew are basically the same, only vampires are stronger. Alonna plans on making Gunn a vampire, along with Gunn's crew.
After punching a large hole through the wall, Angel still can't reach the handle on the door to the meat-locker. Cordy and Wesley appear, and let Angel out. They also remind him that he had a cell phone, which he could have used to call them to come rescue him. Angel leaves quickly.
Alonna vamps out and is about to turn Gunn, when he stakes her. Alonna is dead. Angel is standing there, watching. Gunn's crew enter, and Gunn tells them that it's time to leave. Vampires come out of hiding, eager for a fight. Angel, pretending to be Angelius, stakes Knox and warns the rest of the vampires to get out of L.A. Everybody leaves, vampires and Gunn's crew alike, agreeing on a truce.
Cordy and Wesley are buying coffee, and Cordy reveals that she's thinking about all those poor street kids in Gunn's crew. Cordy suggests that maybe she should prostitute herself to the lonely billionaire, David Nabbit. Wesley doesn't think this is a good idea, and Cordy decides not to.
Gunn is standing, and Angel arrives. Gunn tells Angel not to act parental or anything, and that he doesn't need Angel's help. Angel admits that later he might need Gunn's help. Gunn looks around, but Angel is gone.