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 called the axis 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.

Angel, Fred and Gunn take a road trip to Las Vegas to enlist Lorne's help in finding Cordelia, but get caught up in a supernatural ”and literal” "futures" trading scheme. A ruthless casino owner holds Lorne hostage, exploiting the popular entertainer's psychic abilities to steal unsuspecting patrons' destinies. It is Angel's future, however, that is of more interest...

After months of existing on a higher plane, Cordelia inexplicably appears back at the hotel - with no idea why or even how she arrived there. Sadly, a serious case of amnesia prevents Cordy from remembering either her friends or her past. Believing the full truth may scare her off, the gang attempts to hide the freaky facts about their lives. Unfortunately, that secrecy leads to mistrust on Cordy's part when the reality of their situation is revealed. Things get even more complicated when Lorne reads her mind and sees a terrifying vision of the future. Meanwhile, outcast Connor struggles to find his place in the world.

After Fred's physics article is published; she's invited to speak at a symposium where a portal opens, bringing her face to face with a demon and a dark secret about her old professor. Meanwhile Angel visits a comic book store to try and solve the mystery and find out why someone would want Fred out of the way. While doing so, he discovers that he is a very popular character in online chatrooms.

When Lorne performs a spell on Cordelia to restore her memory, it inadvertently causes the gang to revert back to their high school personas and leaves them with no memories of each other. Eventually, they discover that the only way to reverse the spell is to kill a vampire, just as Angel realizes that he is one.

Angel and company brace for the imminent arrival of a hellish beast and toil to stave off Judgment Day. Although the creature's coming was initially revealed through Cordelia, she is unable to dredge up the ghastly specifics about the otherworldly visitor from her spotty memory. Only one thing is certain - the demon will bring about the end of the world if no one stops it. With no other choice, Angel partners with Lilah to fight the common threat. Meanwhile, Fred and Gunn get sidetracked by a bump in their relationship. Cordy and Connor, on the other hand, pair up to hunt down the menace themselves.

When Angel realizes that there may be some connection between Connor and the Beast, he learns that Connor is trapped within Wolfram & Hart where the building is under lock-down and the Beast is on a brutal killing spree. Angel, Wesley, Gunn and Fred break into the building, only to be encountered by zombies of dead lawyers. After finding Connor, the gang try to escape in an elevator. They are taken to the very top floor, 'The White Room'. They see The Beast standing in front of the little girl in the red dress, she tells the gang that 'the answer is among them'. The Beast destroys her and the gang are magically transported to the hotel. After arriving back, Angel angrily reveals to Cordelia that he knows about her and Connor.

The Beast is searching for 5 mystical Totems, he has slaughtered 3 of them, plus the little girl in Wolfram & Hart. The last Totem is a guy named Manny, he seeks help from Gwen Raiden and Angel Investigations. He hides out in Gwen's panic room, guarded by Angel and Cordelia. When Angel and Cordelia are mysteriously drugged, Manny meets a nasty fate at the hands of The Beast, this causes the sun to disappear from Los Angeles. After trying to learn more about The Beast's connection, the gang accuse Connor. It is only when Cordelia has a vision, that she discovers who the culprit really is.

Cordelia reveals that The Beast and Angelus used to be a team. She had a vision which let her sample the past of Angel's alter-ego. Wesley arrives at the hotel, he brings a Shaman with him named Wo-Pang. He has the ability to extract and replace souls. After much discussion, the gang decides that the only way to find information on The Beast is to ask his 'partner in crime'. Wo-Pang sedates Angel, who has a fantasy where everyone is happy and The Beast is dead. But just as Angel and Cordelia start to make love, Angel wakes up in reality, minus one soul.

With Angel's soul locked away in a safe, the gang begin interrogation. Angelus has the gang arguing after he reveals the truth behind their recent actions. Cordelia makes a deal with Angelus, providing he can give the gang the information they need. He agrees and tells them that in 1789, The Beast needed his help while trying to kill a group of Nordic Svea Priestesses. Angelus declined to help and the Svears successfully banished The Beast fom Earth. Angelus reveals the Svears' current location, but when the gang find them, they are dead. The gang decide that they have enough information from Angelus and prepare to restore his soul, but there is just one problem.... the safe is empty.

The gang rush to confront Wo-Pang about the missing soul, but he doesn't have it. When they arrive home they find Lilah on the cameras, talking to Angelus about 'taking care of The Beast'. They follow her and discover the information that Wolfram & Hart stole from Lorne's head. Cordelia has a vision. Angelus continues to reveal embarrasing secrets, while Gunn and Connor retrieve the head of a soul eater seen in Cordelia's vision. The gang perform a spell using the head and Angel returns. Cordelia opens Angel's cage a little too eagerly, but Angelus comes out, throws her against the bars and escapes. The gang set out to find him, while Cordelia and Lilah stay at the hotel. Angelus returns, knocks Cordelia out and chases Lilah. After a long chase, she bumps into Cordelia. "He's going to kill us!" Lilah says. Cordelia stabs her in the neck and replies... "Why do you think I let him out, you stupid bitch?"

The gang discover Angelus feeding on Lilah. After Angelus escapes Wesley says he will take care of the body, while Connor vows to kill his father. Lilah's spirit haunts Wesley until he decapitates her fully, keeping his anger well hidden. He then pays Faith a visit and tells her about everything, she smashes her security glass and escapes with Wesley. Angelus and the Beast hear about Faith's arrival and lure her and Wesley to a place where they can meet. Some vampires keep Wesley busy, while Angelus and The Beast take on Faith. Just as The Beast is about to kill Faith, Angelus stabs him and sunlight returns to Los Angeles. It is secretly revealed that Cordelia was controlling The Beast. As the sun sets, Cordelia confronts Connor and tells him that she is carrying his child.

Wesley takes Faith to his appartment, where she has a shower and cleans herself up. Wesley wants Faith to be more powerful and tries to make her angry by calling her a 'rabid dog', but she doesn't enjoy the violence as much as she used to. Angelus visits a bar where he discovers that other demons and vampires are not happy about the sun returning to Los Angeles, so he has become very unpopular. He hears a voice of the Beast's master, it keeps pestering him about it's plans for him and informs him that it has his soul. At the same time Cordelia is in bed talking in secret to Angelus. Connor walks in and she stops, but reminds Connor to keep their child a secret. Angelus later enters the hotel looking for a book. He is immune to Lorne's recent sanctuary spell, because of an amulet that he is holding. Fred notices that the amulet is fake and hits him. Angelus grabs Wesley and threatens to kill him, but then he just exits the hotel. Faith and Wesley later visit a bar where Angelus was last seen and pumble a demon for information. They find a girl in the back full of drugs. Wesley torturtes her and she reveals that Angel was indeed there, talking to the mysterious master. They track down Angel only to find him already waiting for them. After a vicious fight Faith is beaten and Angel feeds of her...

Angelus is feeding on Faith when suddenly he faints. Faith had earlier injected a drug into her blood, making it very lethal. Faith is very near death. She is brought back to the hotel along with a now captured Angelus, who is locked in his cage. Faith is in a coma state, and Angelus is unconscious. The gang are watching over Faith, while keeping an eye on Angelus. We are taken into Angelus' mind, where he and Faith are watching Angel perform good deeds. Willow arrives at the hotel, ready to restore Angel's soul. She performs a spell which requires concentration, Cordelia is countering the spell from her room, but Willow overpowers her and the soul is set free. Everyone is still clueless about Cordelia, including Willow. After being released, Angel is now able to commune with Faith and Angelus in the dream. He and Faith take on Angelus together, but Faith gets badly beaten. She is close to giving up, when Angel gives her some pep talk. As we are taken back to reality, we can see Faith running downstairs preventing Conor from dusting the freshly reensouled Angel.

After discovering that Cordelia is pregnant, the gang research what type of demon the offspring could be. Meanwhile, Gunn helps Gwen rescue a girl named Lisa from a posh house party, but realises that he has been tricked when L.I.S.A. turns out to be Gwen's latest stolen item.

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. Meanwhile, Cordelia and Connor go into hiding in order to protect their unborn child. After Cordelia feeds Connor a few lies, he is forced to make a decision, which leads him to a confrontation with his dead mother.

Cordelia lies unconcious while her offspring stands next to her. Angel and the gang are suddenly clueless and think that the woman has just arrived, assuming she is in trouble. She tells them that she needs help destroying the extra demons that have been surfacing since the darkness came. She tells the gang that if they want Cordelia to wake up, they will need to help her. They follow her around town, where everyone appears to be kneeling before her and praising her. One man named John calls her a monster, saying she isn't as good as she claims and attacks her. Angel viciously intervenes and beats him within an inch of his life. Afterwards, Fred is frantically trying to get the woman's blood out of her shirt from where she was attacked. Fred scrubs so hard that her fingers bleed, but still cant get it out. When she goes to break the bad news to the woman, she sees her perfect face has been replaced by maggots. Fred keeps this to herself. A week later, Fred visits John in Psychiatric home to find out if he saw the same thing she did.

With everyone looking for her, Fred hides out in a demon's lair. When she discovers that he isn't a vegetarian, she kills him with an axe. She visits a bookstore to try and make some sense of what's happening. The owner gives her a gun, but they are interrupted by Jasmine and her followers. Fred aims the gun so that it will pass through Jasmine then Angel and shoots. After being shot, Angel looks at Jasmine and sees her true form. The followers begin to attack Fred, but Angel grabs her and they escape. Fred explains that in order for anyone to see Jasmine's true form, they must share their blood with hers. Angel comes up with an idea. They sneak back into the hotel, where Cordelia is lying in one of the rooms. Angel cuts her hand and takes some of her blood, as it is maternally the same as Jasmine's blood. Lorne comes into the room and sees them, but Angel quickly cuts him and mixes the blood. Angel, Fred and Lorne search for Gunn and Wesley. When they find them, they repeat the mixing

Angel and the gang escape from the hotel, decide to hide out in the sewers in order to escape from Jasmine and her followers. While walking around, they encounter a large group of teenagers. They tell the gang about a bug-like creature dwelling in the sewers. Wesley is captured by the creature and takes him to it's lair, where it is piling up bodies for a sacrifice. The creature tells Wesley that Jasmine was originally their God and they loved her first. She had a name that had power over her, but only one creature knows it. The creature lives in Jasmine's dimension. Wesley asks how they get to the dimension, but the creature tells him that there is no oxygen in the dimension and the only way to get there is by using his orb. Angel finds Wesley and brutally kills the creature. Wesley picks up the orb and smears blood on it, opening a portal. Since Angel is the only one who can live without oxygen, he jumps in...

While Lorne, Wesley, Fred and Gunn are being held captive in the hotel basement, Angel finds himself in Jasmine's previous dimension. There he encounters a High Priest and a giant demon, who can reveal Jasmine for who she really is. However, Angel must kill the priest and behead the demon in order to bring the head back to Los Angeles. Meanwhile, Jasmine is preparing for a giant broadcast to the world, where she will declare peace. She refuses to tell Connor where Cordelia is and orders him to guard Angel's crew. Instead, he sneaks off to a nearby church and finds Cordelia lying unconcious. When Angel arrives back in Los Angeles, he brings out the head and Jasmine becomes her true self. Most of her followers and Angel try to kill her, but it is Connor who finally ends her existence, allowing a lot of pain to be released back into the world. The Senior Partners of Wolfram and Hart like what they see and send Lilah to plan a meeting with Angel Investigations.

Angel Investigations are made an offer they can't refuse, when a newly opened Wolfram and Hart give them the opportunity to work there, allowing them access to every secret file and rewarding Angel with a file on the Sunnydale apocalypse. Meanwhile, Connor realises he has no future with a loving family and goes on an insane rampage, taking hostage families from a nearby mall. When Angel discovers what's going on, he is offered a chance to give Connor what he desires, even if it means giving him up.