With Angel trapped on the ocean floor and Cordelia stuck on a mystical plane, Fred and Gunn are frustrated at the lack of clues regarding their friends' whereabouts, especially after the only eyewitness to Angel's disappearance is murdered. After Angel is rescued by the most unlikely person, the shocking reasons behind the mysterious disappearances become clear.

When Wesley advises Angel to visit Dinza, a dark goddess of the lost who has valuable information on how to find Cordelia, he learns that a certain mystical antiquity can locate souls across dimensions. Angel, Fred and Gunn break into an auction house to retrieve the object only to discover that an electrifying cat burglar has the same intentions.

Tired of dealing with Connor and looking for Cordelia, Angel decides to take Gunn and Fred on a road trip to Vegas to visit Lorne who is performing in a showcase at one of the casinos. They discover that Lorne is being coerced by the casino owner into stealing the significant destinies of audience members to sell on the black market. When the casino owner learns that Angel is destined to play a major role in the apocalypse, Cordelia must come to his aid from a distance to prevent his future from being stolen.

Cordelia returns, but since she has no memory of who she is or that Angel is a vampire, everyone tries to keep their demon-hunting business a secret. After rescuing Cordelia from a demon, Connor takes on the role of her protector and Lorne reads Cordelia's future to help restore her memory but sees an approaching apocalypse involving Angel.

Fred's article on superstring theory is published in an academic journal, and she is asked to present it at a physics symposium by her old college professor Seidel. Her presentation takes a sudden turn when a dimensional portal opens and snake-like creatures emerge to kill her. Angel had spied Lilah during the speech and at first thinks she is behind it.

After his rendition of "The Way We Were", Lorne addresses an unseen lounge audience. In an attempt to restore Cordelia's memory, Lorne obtains a bottle containing a memory-restoration spell, which Cordelia is eager to try. Wesley arrives, having been asked to help with the spell, and has an awkward meeting with Fred.

When Cordelia's apocalyptic nightmares become a reality, Angel, Wesley, Gunn and Lorne find themselves powerless against The Beast who has risen from the center of the Earth, bringing earthquakes and a rain of fire to Los Angeles. Bloodied and beaten, Angel and his friends realize that they may not be able to stop the impending doom.

Connor sneaks into Lilah's office, but Lilah attempts to have him captured and tested for their purposes. Connor takes the situation into his own hands and orders Lilah to help him learn everything they do about the Beast. The lights flicker and turn off as Connor realizes the Beast has arrived, rampaging through the lobby and tearing lawyers apart.

When the gang learns that the answer to stopping the Beast is among them, everyone suspects Connor, until Cordelia begins to receive visions from the Powers That Be. Meanwhile, Angel and Gwen discover that the Beast is preparing a device that will blot out the sun permanently and turn the world into a demon playground.

After Cordelia's revelation that Angelus and The Beast made a pact, the gang determines that they must turn Angel into Angelus to end the eternal darkness. For that transformation to take place, Angel must lose his soul by experiencing a moment of pure happiness.

With Angelus now confined to a cage, Cordelia, Wesley, Gunn, Fred and Connor take turns interrogating him hoping to find out how to kill the beast. Unable to learn anything, the gang decides to turn Angelus back into Angel.

When the gang receives the disturbing news that The Beast is working for a much more powerful entity, they realize they must restore Angel's soul to revert the evil Angelus back to Angel.

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Angelus continues his search for The Beast's mysterious master, never suspecting that it could be someone close to him. Meanwhile, Faith and Angelus do battle while Cordelia convinces Connor to keep their baby a secret.

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Desperate to find out why Cordelia has turned to the dark side, Angel goes to demon Skip for answers. Forcing the truth out of him, Angel learns that all that's transpired, Connor's birth, Cordelia's ascension to the higher plane, Angel turning into Angelus and Cordelia's pregnancy, were all a part of a higher being's plan to create something even more powerful than itself.

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In this interlude.. Lilah returns from Hell to offer Angel Inc. the L.A. branch of Wolfram and Hart. They are given the option of going to see what it has to offer, which all of them decide to take. When on their tours, Fred is offered the Science Department. Gunn is taken to the White Room to see who replaced the Girl.