After settling into his new office at Wolfram & Hart (with Harmony as his secretary), Angel meets a young woman named Eve, who claims that she is the new liaison between him and the Senior Partners. She explains that in order for him to do good in LA, he will have to be prepared to do some bad too. Angel is forced to prevent a criminal from going to jail, when he threatens to drop a chemical warfare virus, that could ultimately destroy California. Meanwhile, Gunn impresses a court full of people, when it is revealed that Wolfram & Hart have bestowed him with a vast knowledge of the law. As Angel enters his office at the end of the day, he finds an envelope on his desk. He opens it and the Sunnydale amulet falls out, it begins to spin round until a screaming Spike is released...

...Although Spike's body was destroyed in Sunnydale, his non-corporeal spirit has been sent back to the mortal coil against his will. Everyone tries to figure out what is going on while Angel is having trouble with a Necromancer named Hainsley. He is charging Demons for putting their essence into fresh corpses, which he is buying from Wolfram & Hart. After Hainsley kills the first messenger, Angel decides to pay him a visit to tell him that they will no longer supply him with bodies. Spike decides to tag along and is offered a body by Hainsley if he helps him. Angel learns that he cannot touch Hainsley, because he is being controlled by him. Angel and Spike argue about their souls, which leads Spike to make a decision. He tells Hainsley he will help him, but then jumps inside him. This allows Angel to hit him and finally kill him through decapitation. Spike jumps back out of his body and explains that Hainsley was dead way before the decapitation, but Spike wanted a few punches. Later

Angel helps a newly turned Werewolf named Nina, who is being hunted by an exclusive club which specialises in exotic meals. A member of the club is working undercover for Wolfram & Hart under the alias, Dr. Royce. He captures Nina after promising her to the other members, but Angel and the Gang arrive to rescue her. The club are disappointed that they have no meal, so Nina bites Dr. Royce, turning him. Nina agrees to visit Wolfram & Hart once a month for a routine check-up.

Spike is being tormented by the spirit of a brutal, wiccan surgeon named Pavayne. Since his magic helps him stay out of hell, he wanders around Wolfram & Hart cleaning up the loose spirits. With growing concern for Spike, Fred tries frantically to find a way to make him corporeal and prevent him from being sent to hell. While Spike battles it out with Pavayne, Fred arrives with her new contraption. As she is attacked by Pavayne, Spike is faced with a choice. He can save Fred, or he can use her machine to become corporeal.

Wolfram & Hart throw a halloween party.

Angel discovers the only remaining member of five ancient evil fighters working in Wolfram & Hart, while researching an aztec warrior named Tezcatcatl. We are shown this man's life through a series of flashbacks which tell the tale of 'The Luchadors', a family of Mexican wrestlers which helped the helpless until one day they were slain by Tezcatcatl. In the present day, Angel tries to help the last member discover the hero inside which he lost when his family were killed.

Cyborg assassins attack the offices of Wolfram and Hart for a magical device that will give them control of Angel. Wesley is surprised by the arrival of his estranged father, who has come to evaluate Wesley for possible reacceptance to the Watcher's Council.

When another mysterious package arrives at Wolfram & Hart that recorporealizes Spike, the gang learns that the existence of two living ensouled vampire heroes has created chaos in the world. After Eve tells them about a prophecy that states that the only way to restore order is to find the Cup of Perpetual Torment that bestows human life, Angel and Spike battle it out for the ultimate prize. A series of flashbacks show the history of Angel and Spike and their relationship with Drusilla.

Keeping her job as Angel's assistant is the least of Harmony's worries when she wakes up with a dead vamp-bite victim in her bed and no memory of the previous night's events. And things go from bad to worse when the gang's investigation reveals that the dead guy was a demons' rights activist negotiating between two warring clans.

A mysterious stranger approaches Spike claiming responsibility for recorporealizing him in a mission to guide Spike in supplanting Angel as the new vampire champion. Meanwhile, Angel is racked by intense fever dreams and hallucinations of his worst fears intensifying his worries that he will lose authority to Spike.

When an emotionally unstable woman, Dana, escapes from a psychiatric ward, Angel learns that she was tortured as a child and is now searching for her tormentor. Andrew, a watcher-in-training, arrives from Sunnydale with surprising information about Buffy and to inform the group that Dana is also a vampire slayer.

Cordelia wakes up from her coma and is shocked and unhappy to discover that Angel and the gang are no longer fighting Wolfram & Hart, they're running it. When she realizes that Angel has lost his conviction to be a hero, she gives him the information and support he needs to get back on track. Meanwhile, while Angel has security keeping an eye on Eve, her partner Lindsay prepares to bring about Angel's demise.

Lawson, a mysterious man from Angel's past, arrives at Wolfram & Hart and takes the gang hostage. Through flashbacks to World War II, it is revealed that Angel worked with the U.S. Navy to recover a captured German submarine with American sailors on board. The ship also has a secret cargo, a dangerous trio of vampires, including Spike, who were kidnapped by the Germans and forced to help the Nazis. When the sub comes under attack, Angel saves Lawson's life by turning him into a vampire. Now, sixty years later, Lawson has arrived at Wolfram & Hart seeking revenge.

Angel is turned into a puppet as part of the bad guys' evil scheme to take the souls of children.

When Fred opens up an ancient sarcophagus that was anonymously sent to her, she is infected by a mysterious parasitic demon called Illyria. Angel and Spike learn that Illyria is an ancient demon who existed before recorded time, and they must race to return her to an ancient demon burial ground before she kills Fred and thousands of other innocent victims.

Angel and Spike return from England defeated, knowing that the ancient demon Illyria has completely taken over Fred's body and soul. Upon learning that Knox and Gunn have each contributed to her demise, Wesley is bent on revenge and Angel tries everything to restore Fred, including calling on an old friend from Sunnydale. Meanwhile, Illyria tries to locate an ancient temple where she believes she will find an army ready to help her destroy mankind.

Hoping that Lindsay has information on the Senior Partners' ultimate plans, Angel, Spike and Gunn track him down in a bizarre and terrifying suburban hell. Meanwhile, a nearly invincible stranger sent by the Senior Partners, infiltrates Wolfram & Hart looking for Eve.

Angel resists the appeal of parents seeking help from Wolfram & Hart regarding their son's supernatural abilities after he discovers that the boy is his son, Connor. Despite his reservations, Angel is forced to bring Connor into conflict with an old adversary (Sahjahn) to prevent his son's memories from being restored. Meanwhile Wesley uncovers a mysterious deal struck by Wolfram & Hart that threatens the secret Angel desperately wants to protect.

When Illyria's powers become unstable and cause her to erratically jump through time, she learns that the gang intends to kill her. Upon returning to the present, Illyria plans to murder everyone before they're able to attack her. To save everyone's lives, Angel goes into the past with Illyria to alter the course of events.

Angel and Spike travel to Rome with plans to rescue Buffy from their old nemesis The Immortal. While in Italy, they also attempt to retrieve the head of a fallen demon leader to prevent a perilous power struggle between several warring demon clans.

The gang starts to have doubts about Angel's loyalties when he appears to have become very close with the Circle of the Black Thorn, an evil secret demon society. When Drogyn, the guardian of the deep well, makes a startling revelation, the gangs' fears that Angel has become evil seem to be validated.

Angel and company spend the day as if it were their last as they prepare to bring down the evil Circle of the Black Thorn. Putting their lives on the line, Spike confronts a demon cult, Lorne faces off with Lindsay, Gunn takes on an evil senator and Angel battles Hamilton, the henchman of the Senior Partners. The episode ends with Angel, Spike, Illyria, & Gunn about to fight a bunch of demons including a dragon.