3X16 Sleep Tight

Written By: David Greenwalt
Gunn: "Previously on Angel:"

Angel to Wes: "Check me out! I'm Mr. Dad."

Sahjhan to Lilah: "I need the blood of Angel's son."

Lilah: "Got it."

Sahjhan: "Got it? How'd you get it?"

Lilah: "Swiped it."

Angel: "Things have been a little slow since Cordelia and the Groosalug went on vacation."

Angel: "You've been holed up with all those prophecies and books."

Angel: "You okay, Wes?"

Loa: "That the vampire will devour his child is certain."

Wes: "When will this happen?"

Lilah: "It's already started."

Loa: "Be heedful of the signs, human."

The second, stronger earthquake hits as Angel is heating up a bottle for Connor.

Loa: "Earthquake, fire..."

The gas stove topples over, shooting out an explosion of flame that throws Angel halfway across the room.

Loa: "...blood."

Angel: "Wesley, get out!"

Angel grabs Wes and throws him out of the burning room, then follows, holding Connor.

Angel to Connor: "It's okay."

Wes stares up at Angel, who is bleeding from a gash on the side of his head.

Wes to himself: "Earthquake, fire, blood."

Hyperion, day, Wes is staring at his translation of 'The Father will kill The Son.' He looks up at the bassinet as we hear Connor fussing, then closes the book on the desk in front of him on the notepad. He slowly gets up and walks over to the bassinet, where Connor is now crying, and looks down at the baby.

Angel: "Geez, Wes! Don't you know what you're supposed to do?"

Wes looks up to see Angel standing there sipping a tall glass of blood. Angel sets the glass aside and walks over to the bassinet.

Angel: "You pick 'em up when they fuss. (Leans down to pick Connor up) Daddy's here."

Wes: "Sorry. I don't know what I was... I didn't sleep very well."

Angel: "Yeah, and you look like hell. Not the fun one, where they burn you with hot pokers for all eternity, but the hardcore one, you know, Nixon and Brittany Spears?"

Angel laughs down at Connor.

Wes: "You're awfully chipper today."

Angel: "Yeah, it's weird, huh? Maybe it was the earthquake, but I barely slept and I have all this energy. God, I could drink a horse!"

Angel picks up his glass of blood for another drink.

Wes: "Speaking of earthquake: you realize we have no insurance."

Angel: "Yeah. Bummer."

Wes: "Your room is..."

Angel: "...the wreck of the Hesperus. I know. Wes - don't be such a worrywart. The best part about owning a hotel is plenty of rooms. I'll just move to another one until we get it fixed."

We hear a guitar and a woman's voice.

Angel: "Who is that singing?"

Wes: "Lorne is seeing a client in the garden."

Angel: "She's good. (To Connor) You wanna see the lady sing?"

Angel walks over to look out at the garden court, carrying Connor and taking another drink from his glass. A young woman with long blonde hair is singing to her guitar.

Kim singing: "I fell so far - a light went on in my heart. You're gone - now I'm - left alone in the dark."

Stops and turns to Lorne: "Do you see anything?"

Lorne: "I see you're plenty scared. It's alright. Keep going."

Kim singing: "My soul is aching..."

Connor starts to fuss.

Angel: "Hey, hey, hey. No fussing now. Hey, do you wanna see something cool? Sure you do."

Angel walks back into the lobby and opens the weapons cabinet as Wes watches them.

Kim singing: "...my heart is breaking..."

Angel: "Ah, huh? You like that broadsword? That's your old man's favorite. (Turns away from the weapons) Wes! He's gonna be crawling in no time. We got to start baby proofing this place! (Hands Connor over to Wesley) Here take him. (To Connor) It's alright. It's your uncle Wes. Yeah, he loves you bunches! (Turns away with a chuckle) He's just - English."

Fred's voice: "Are you crazy? It's the best state in the Union!"

Wes looks over to see Fred coming down the stairs, talking to her cell phone.

Fred: "What's wrong with Texas? - Texas doesn't hate the black man. Texas *loves* the black man. Well, most of Texas. Anyone with a brain. What's so great about California?"

The doors open and Gunn walks in, also talking to his cell.

Gunn: "Everything. It's got the climate, the ocean..."

Fred: "The earth that opens up and swallows you whole."

Gunn: "The Lakers, the music."

They walk towards each other across the lobby, still talking into their phones.

Fred: "The traffic, the smog."

They stop face to face.

Gunn: "It's got you."

Fred closes her phone and smiles at him: "Okay. You win. Morning."

Gunn smiles back: "Hi."

Wes: "Glad to see you're using the company phones for such important calls."

Gunn holds up his phone: "Did you want me to pay for that?"

Angel: "Chain 'em up!"

Fred: "What?!"

Angel: "I say we put a chain and a combination lock on the weapons. Better safe than sorry. (To Connor) Isn't that right, buddy? (Kisses Connor) He likes you. I can tell."

Wes: "I like him, too. As a matter of fact I was thinking, perhaps I'd take him to the park or the beach, just the two of us. (Angel takes Connor back from Wes.) Maybe there'll be some time in the next day or two."

Angel: "Sounds great. Yeah. Count on it."

Lorne: "Ah, guys? I think there's something you should... Ah, can you come here for a sec?"

They all follow him out into the garden court. Angel is careful to stay back in the shadows of the hotel entrance.

Lorne: "Everybody, this is my friend, Kim. (To Kim) It's alright. They're professionals. Just take it from the chorus, hmm?"

Kim, singing: "My heart is breaking - in two. No love, no light left - no you..."

Suddenly her face morphs into that of an ugly gray skinned demon.

Demon-Kim: "I'll hack your eyeballs out and rip your children in two!"

Green drool starts to drip from her mouth. Her face morphs back to human, and Lorne walks over to a shaking Kim.

Lorne: "It's okay. I got ya. It's all right. It's okay. (To the others) Catchy finish, huh?"

Intro

Kim is sitting in Wes' office drinking tea.

Lorne: "Kim is good people. She came to see me a couple of years ago."

Kim: "He put me on my true path."

Lorne smiling: "She was throwing her life away in medical school, when she should have been a singer."

Gunn: "Yeah. Who needs more doctor's in the world when you can have singing demons?"

Kim: "Well, the demon part - is new."

Angel: "Ha! Singing demons, flying nuns. Good one, G!"

Angel takes another drink from his glass of blood as Gunn looks over at him.

Lorne: "Well, she hooked up with this band a couple of weeks ago and..."

Kim: "They were mellow - organic types. They never touched drugs or played a diminished chord."

Angel: "I like nuns. How did the flying nun fly anyway? Was it god or - magic? (Everyone looks at Angel) What? You think about these things sometimes. (Motions to Kim) Please - continue!"

Kim: "Uhm - well, then they started changing. Stevie, the lead guitar grew a seventh finger like overnight."

Gunn: "Seventh?"

Kim: "Well, he already had six. I just thought... I don't really know what I thought. And Raw, the drummer, suddenly sprouted that spiny thing on his back..."

We get a shot of Wes and Fred, wearing gloves, bending over a microscope sitting on Cordy's desk.

Kim: "...And they started playing this beyond industrial trash noise funk day and night. And then it happened to me. - You saw it. - Am I gonna turn into that?"

Wes: "No. You're human. They're not. What's happening to you isn't permanent. It's just an infection."

Fred: "Which you can get rid of by taking twenty milligrams of Cylenthium powder twice a day for a month."

Lorne: "Mystical antibiotic. I'll get you some."

Fred holds up a glass slide: "I thought your saliva was suspect. What with being green and all... No offense, Lorne. Under the microscope it showed traces of Penloxia."

Lorne: "Oh - they're Wraith-ers."

Kim: "Wraith-ers?"

Wes: "Demons that can make themselves look human - for a time. (Shows her an entry in one of his books) Ten days, two weeks, then they revert to what they really are."

Gunn: "I wonder why they would wanna look like musicians?"

Angel: "For the chicks. Musicians get the chicks! (Everyone turns to look at him) What? They're gonna appear as dentists? Let's take 'em out. (To Kim) Where are they?"

Kim: "In a rehearsal space. It's an old loading dock behind the shop'n'go in Echo park."

Angel: "Wes?"

Wes: "You'll have to kill them. It's the only thing you can do with Wraith-ers. You, Gunn, Fred can go. Lorne, stay here with the baby. I have some business to take care of."

Fred: "Guys, shouldn't we call Cordelia and the Groosalug back into action? I mean, if one of us gets hurt, say, killing Wraith-ers for example. We're gonna need some backup around here."

Angel: "Nah, I don't wanna disturb her. It's the only break she's had in years. Besides, you know, it's just a couple of Wraith-ers."

Kim: "Three -actually."

Angel: "Piece of cake! (Does some shadow boxing) I'm up for a little kick-ass! Come on! Who's with me?"

At Holtz headquarters one of his men is punching a vampire, held in a chain harness.

Justine, holding the end of the harness chain: "Good!"

The man stumbles back from a swing by the vampire.

Justine: "He'd be sucking the life out of you right about now, Rick. Never take your eyes off a vampire. You have to feel where your fellow soldiers are! You can trust each other with your lives!"

Pulls the vampire back to face her. The vampire swings at her. She kicks it and wraps the chain around its neck forcing it to its knees.

Justine: "Never! Ever! Trust a bloodsucker! (Tosses the vampire over her back) Keep practicing!"

One of the men grabs the chain and hooks it to the wall. Holtz gets up and walks into another part of the house. Justine follows him.

Holtz: "I don't like it."

Justine: "They'll learn or they'll die."

Holtz: "Oh, not that. They're coming right along. I - I don't like tea in these cotton cups."

Justine: "It's called Styrofoam - and I'll get you some China ones."

Holtz: "Thank you, Justine. Are you ready?"

Justine: "Yes."

Holtz: "What is it you're not sure of - is it me?"

Justine: "No! It's... - these people that work for Angel - we may end up killing a lot of them."

Holtz: "We may end up killing all of them."

Justine: "I'd follow you through the gates of hell to kill vampires, Daniel. You know that."

Holtz: "But people - even evil people who help vampires..."

The Camera pans down Holtz' arm and we see him take out a hidden knife and holding it concealed in his right hand.

Holtz: "...are another kettle of fish."

Justine after a beat: "They chose Angel. That makes them enemy soldiers."

Wes: "So I guess that makes it alright."

Holtz turning: "Mr. Wyndham-Pryce. How nice to see you again."

Justine: "What the hell do you want?"

Holtz: "Don't be rude Justine. He's our guest."

Holtz looks at the two guys holding Wes and they let go and leave.

Holtz: "And in the throws of a very difficult decision, I'd imagine."

Holtz uses the knife in his right hand to cut a slice off an apple and offers it to Wes.

Holtz: "You want some apple?"

Kim's band is playing their beyond industrial trash funk music. A couple of punk girls are dancing wildly in front of the stage.

Singer screaming: "I hate your zit-face smile, that's why I'll cut you it in two, ..?.., and when I'm done with you, I'll throw your mother, brother, sister, uncle and your little dog, too."

A trashcan shatters one of the windows beside the stage and the music cuts off. Gunn steps through carrying a crossbow followed by Fred, and Angel, who is holding a blanket over his head to shield him from the sun's rays.

Singer: "Dude! You're paying for that window."

Gunn: "No, I'm not."

Drummer: "Wait, are you the "A" and "R" guys? This isn't even the whole band. We got a killer chick who sings! (Looks at Fred) Hey, baby! Hey, don't worry about the window, Holmes."

Angel: "We're not the "A" and "R" guys. We're just here to kill you."

Drummer: "Ah, dude, they wanna kill us."

Singer: "Okay. But they're still paying for the window."

Drummer: "I got first ride on the hottie."

With that the drummer leaps off the stage. Gunn hits the drummer, sending him stumbling back against the stage as the groupies let out a scream.

Gunn to Fred: "Get them out of here!"

Fred to Gunn: "Be careful."

Fred takes a hold of the two girls and ushers them out.

Gunn raises his crossbow as the three Wraith-ers square off against them and they suddenly come to a dead halt.

Gunn: "Oh, come on! Take it like a demon."

A growl sounds and Gunn turns his head to see that Angel is snarling at them in full vamp-face. Angel leaps past Gunn onto the stage, tackling all three demons at once, then starts to lay into them like there is no tomorrow.

Gunn stares and kicks the occasional Wraith-er as it comes his way, but Angel is hogging all the action, tossing the demons around like rag dolls.

Gunn shoots one of the Wraith-ers' in the throat with an arrow and glances over at Fred standing back in the shadow of the entrance.

All falls quiet as Angel tosses the last demon aside. Vamp-faced Angel is standing on the cleared stage, still holding one of the demon's arms.

Angel: "That was fun."

Wes: "I don't wanna see anyone get hurt. Your soldiers - or mine."

Holtz: "I share your hatred of violence, Mr. Wyndham-Pryce and I've meted out a good deal less of it in my lifetime than Angelus has in his."

Wes: "*Angel*"

Holtz: "Whatever you wish to call him. I will never agree that he has somehow been absolved from the past by the presence of his soul."

Justine: "He's a vampire. End of discussion. (Steps closer to Wes holding up a knife) And I'd bet you a dollar this one's here to stab us in the back."

Wes just looks at her as she threatens him with the knife.

Wes: "Who did you lose?"

Justine: "What?"

Wes: "You're here in Holtz' army - ready to kill others, die for the cause. You must have lost someone very important to you."

Justine: "That's none of your business."

Holtz: "Her twin sister Julia was murdered by vampires."

Wes: "You lost family. I'm sorry. (Steps closer to Justine) Angel and the people I work with are *my* family - and when I say I don't want to see anyone to get hurt..."

He grabs a hold of Justine's knife hand and twists her around against him, grabbing her throat with his other hand.

Wes: "...I mostly mean them."

Holtz holds up a hand to stop the rest of his guys from interfering as Justine gasps in Wes' grip.

Wes: "But I don't stab people in the back."

Holtz gets up and steps closer.

Holtz: "You're an honest man. (Takes the knife out of Justine's hand) I trust you."

Wes lets Justine go and she spins away to stand behind Holtz.

Holtz: "And you can trust me."

Wes: "It's funny. I don't."

Holtz, sitting back down: "Well, your problem isn't me right now. - Your problem is, your friend is going to kill his own child. - You know you have to do something about it. - You know if you don't, I will. (Holtz stand up and steps closer to Wesley) Don't misunderstand me. I won't stand by while an innocent child is murdered - but I won't attack and endanger other innocent lives unless I'm forced to."

Wes: "How long do I have?"

Holtz: "I'll give you one day. (Turns away and sits back down on the edge of the desk) You may not trust me, but I trust you to do what's right. One day. After that... - *everyone* will get hurt."

After a beat, Wes walks past Holtz without another word.

Lorne has a bunch of stuffed animals lined up on the reception counter.

Lorne: "So, Sammy's at the Flamigo, and Frank, Dino, Peter, Joey, and Shirley are all front row center. Well, Sammy starts singing 'I Did It My Way' then he stops and says 'I can't sing this song in front of you, Frank.' (Connor coos up at Lorne) The crowd loves it. They're laughing. Ha, ha, ha, ha. So, then Frank calls out 'hey, you're short, you're one-eyed, and I heard somewhere you're Jewish. Don't be intimidated!' The crowd goes wild!"

Lorne breaks off as the door opens and Fred, Angel, and Gunn stride in.

Lorne: "So, how'd it go?"

Gunn: "The Wraith-ers are no more."

Angel: "Tore 'em apart."

Fred: "Literally."

Angel walks around the counter, opens the little fridge there and pours himself a glass of blood.

Lorne: "He has been so good the whole time his daddy's been gone. (Angel starts to gulp down the blood) Do you miss your daddy? He's right here. (Lorne looks over at Angel) Hey, Angel, I think Connor needs some papa-love."

Angel: "He needs a lot of things. All day, every day."

Lorne: "Well, yeah. That's kind of how kids..."

Angel: "Connor needs a bath, Connor needs a bottle, what Connor needs is to grow up!"

Angel gulps more blood as everyone watches him.

Lorne: "Is something wrong?"

Angel: "Gosh, no, Lorne, everything's just great! (Connor is starting to fuss) I got a kid that cries, pees and moans, and never gives me a moment to myself."

Connor is crying now.

Lorne to Connor: "Oh, it's alright."

Angel: "It's really not. Connor, shut up!"

Fred: "Don't yell at him. He's just a baby!"

Angel: "He keeps it up he's not gonna be a baby for long!"

With that Angel throws the glass at the wall, shattering it and spattering blood everywhere.

Gunn: "You better get a grip right now!"

Fred goes to pick Connor up.

Angel stares at the blood dripping down the wall, looks at the guys then back at the blood. He turns to look at Lorne.

Angel quietly: "What's wrong with me?"

Break.

Angel: "Something's not right.'

Gunn: "You could say that."

Lorne: "Ah, I couldn't help but notice - when did you start drinking so much blood?"

Angel: "I don't know. A few days ago."

Fred: "Where did you get it?"

Angel: "Same butcher as always. It's - it's pig's blood. This last batch just seemed so much more..."

Gunn: "What?"

Angel quietly after a beat: "Tasty."

Gunn, putting the crossbow down on the counter: "You were all hyped this morning. Then you went all Tyson on those demons. Then you kinda crashed. Then you had another drink, then you started throwing things."

Fred: "Mm-hmm, just like my aunt Viola and her Southern Comfort."

Angel: "Hey. (Points at himself) Vampire. Need to drink something red. Doesn't make me a blood-aholic."

Lorne: "Not unless someone's spiking your drink."

They all look at the blood spattered wall. Fred hands Connor to Gunn.

Fred: "Let's find out."

We get a shot of the sun setting, then some flashes of LA at night.

Wes is walking down a sidewalk in a residential neighborhood. We can hear two sets of footsteps. Wes sees a child run out of a house to greet its father.

Child: "Daddy!"

Dad, catching the child up: "Hey-hey! How are you, hmm?"

The dad carries his child to the house, where his wife is waiting to welcome him. They go inside and Wes walks on.

Wes quietly: "Oh, for god's sake. (Louder) I know you're better at following people than this."

Wes turns, and after a moment Justine steps out from behind one of the trees lining the road.

Wes: "So, what's the play?"

Justine: "I just... (Walks closer) need to talk to you. I'm alone. He doesn't know that I'm... I wanna talk to you about him."

Wes: "Holtz? Great guy, not overly tall. - Is this where you offer to help me behind his back?"

Wes turns and continues down the sidewalk. Justine hurries after him.

Justine: "Do you believe in *anything*? Or is it all just a big scam to you?"

Wes: "You're a soldier, fight to the death kind. I respect that. You work for a man, who you think is noble and good. I respect that. Trouble is, he's not."

Justine: "You work with a vampire."

Wes turns to face her: "Who in fact *is* noble and good. Quirky, but there it is. Holtz talks about 'justice' and it's stirring, but what he wants is revenge. He's driven by it, blinded by it, and if you, me, or anyone else gets in his way, he'll kill for it."

Justine: "You're wrong. You don't know him. Everything that he's done for me, for all of us..."

Wes: "Sounds like a nice cult."

Justine: "He gave you his word. He'll keep it. (Justine steps closer to him) You're the one who's blind."

Wes: "How so?"

Justine: "What you're about to do to your friend? I imagine it's easier to hate Holtz than yourself."

Wes: "There's enough to go around for both him and me. - Be careful."

Wes turns and walks away.

Justine watches him, then jumps as Holtz voice sounds from behind her.

Holtz: "You are being careful. I didn't even hear you leave."

The camera pans from the blood on the wall to Angel standing there, watching Fred work at the desk where the microscope sits.

Gunn, holding Connor: "You wanna hold him? He's sleeping."

Angel after a beat: "Maybe that's not such a good idea right now."

Fred straightens up from the microscope.

Fred: "So, there is more to pig's blood than meets the eye. (Angel looks at the blood on the wall) There's just a trace of..."

Angel, quietly: "Human blood in it. I can feel it. It's his. - It's Connor's."

Gunn: "How do you know that?"

Angel: "The past couple of days he's... (takes a deep breath and wraps his arms around himself) smelled like food."

Lorne: "So, they've been feeding you your own son's blood so you'd get the taste of it and want more."

Fred: "Who's 'they'?"

Angel: "Who do you think?"

Lilah is sitting at the bar where she met Shajhan, looking into the mirrored wall backing the shelf of bottles behind the bartender. The bartender serves her a drink. After he moves on she hisses at her reflection in the mirror, making a clawing motion with her left hand.

Lilah: "Like a cat. Can't hear you. But I'm starting to feel you when you're near."

She turns around and there is Angel standing right behind her.

Lilah: "Isn't that nice and creepy? How'd you find me?"

Angel: "Your assistant."

Lilah: "I'll have his arms broken."

Angel: "Already taken care of."

Lilah: "And am I next?"

Angel: "You know, Lilah, there are so many things I could do to you. With transfusions I could keep you alive indefinitely. I do have some expertise in this area. - My own son. How could you?"

Lilah: "It's my job."

Lilah turns back to her drink. After a beat Angel sits down on the stool beside her.

Angel: "Don't you ever get tired of the whole femme fatale act? (To bartender) Whiskey, straight, lots of it. (To Lilah) How about just once - you talk to me like a person?"

Lilah: "Look, I've been doing this a long damn time. I've had to be better, smarter, quicker than every man in Wolfram and Hart."

Angel: "So, it's a feminist thing. (To Bartender as he sets down Angel's drink) It's on her."

Lilah: "It's a survival thing. I made a lot of devil's bargains and I stuck to them. As a result, I live somewhat dangerously, and *quiet* comfortably. My mother, who no longer recognizes me, has the best room at the clinic. I get up every morning, put on my game face and do what I have to."

Angel: "Thing about a game face, Lilah, you wear it long enough, it stops being something you can put on and take off."

Lilah: "Wow. We've spent so much time and money on you. You're so pivotal to the coming cataclysm, that I sometimes forget how dense you can be. The game face - the one I worked so hard to get - I became that *years* ago. Just like you've become simpering and good from yours. You're the new poster boy for human. Thank you very much. I don't want it."

Angel: "Hmm, speaking as one non-human to another: sorry if I hit a nerve."

Lilah laughs: "You think you can awaken some buried spark of decency in my? Is that the way you (air quote) help your helpless? (air quote) - I'm *not* helpless. I'm glad you came along, because I was sitting here 'what's it all about' and now I know. It is all about making the rest of your eternal life miserable. (Clinks her glass to Angel's and smiles) Shall we drink to that?"

Sahjhan: "You back-stabbing, traitorous bitch."

Angel and Lilah twist around on their stools and there is Sahjhan standing behind them.

Sahjhan: "I have a lot of work to do. I can't be in every time/space at once, and here I find you drinking with my sworn enemy."

Angel: "Sworn enemy? Really? Have we met? Because I don't remember swearing."

Lilah: "Sahjhan, he found me."

Angel glances from Lilah to Sahjhan.

Angel: "So - you all are in cahoots. Ethereal time-traveling demon - you're the screwball that brought Holtz back. - How's that working out? He's not very fond of demons, is he?"

Sahjhan: "You will learn nothing from me."

Lilah: "Other than that you're his sworn enemy, who brought Holtz back, and when that didn't work out, you came to me. Idiot."

Sahjhan: "Hey! You think my life is easy? I'm jumping from one dimension to another. I don't always have sound. Sometimes it's just a visual. Saw you two sitting here all chummy."

Angel: "So, *why* do you wanna kill me?"

Lilah to Angel: "He wouldn't tell me either. Not that I need a reason. I was just curious. (To Sahjhan) Did he boink your demon bride? Eat your mother? (Looks from Sahjhan to Angel) You really don't know who he is."

Sahjhan: "You will pay."

Angel: "For what?"

Sahjhan only turns and disappears into thin air.

Lilah: "Well, whatever his grudge, I think you just made him madder."

Wes is walking into the deserted lobby of the Hyperion. He hears Connor fussing in the bassinet and looks down at him for a moment, then goes to retrieve Connor's diaper bag and stuffs a few things into it.

Lorne: "What are you doing?"

Wes looks up to see Loren coming down the stairs with a bottle in his hand.

Wes: "Hi. - I'm taking Connor."

Lorne: "Where?"

Wes, continuing to back Connor's bag: "To my place - for the night. We're going to the park in the morning. I talked to Angel before. He knows all about it. Are Fred and Gunn..."

Lorne: "Out. Getting food. Boy, that girl can put away the chow! Oh, here. I heated up a bottle. Hey, Angel didn't say anything about... Well, he probably forgot. He went off in kind of a hurry."

Wes: "What happened?"

Lorne: "Well, he was acting kind of weird this morning. I'm sure you noticed. (Wes goes to pick Connor up) Then when he came back from killing the Wraith-ers..."

Wes to a fussy Connor: "Hey, it's okay. It's your Uncle Wes. You like your Uncle Wes. We're gonna have a great time."

Wes bounced Connor in his arms and starts to hum to stop him from fussing. He looks up to see Lorne staring at him. Stops humming. He sees Lorne's eyes go wide. Wes slowly puts Connor back down into the bassinet then launches himself at Lorne. Lorne runs from him and into Wes' office.

Wes tackles Lorne to the floor. Lorne struggles back up, and in the scuffle ends up tipping over Wes' desk. Wes scrambles after him and hits Lorne across the face a couple times. Then picks up a statue from the cabinet behind his desk and knocks Lorne out with it.

Wes hurries back to the bassinet and picks up Connor.

Wes: "Here. All right. That's a boy. That's a boy."

Wes turns with Connor against his shoulder - only to find himself face to face with Angel.

Wes: "Angel."

Angel: "Where is everybody?"

Wes: "Fred and Gunn went for food. Lorne - had to go out. I'm watching the baby. In fact, I packed up some overnight things. We talked about me taking Connor to the park and the one across from my place is... It's always full of kids. I thought he could spend the night with me."

They just stand there looking at each other silently for a moment.

Angel: "That's - probably a really good idea."

Wes lets out a breath.

Wes: "You wanna say good-bye?"

Angel takes Connor: "Okay. Hey. He-he. Sleep tight, big guy. (Smiles at Connor and gives him a kiss) Daddy will see you real soon. (To Wes) Just keep and eye... I check on him a lot during the night. You got his pediatrician's number, his baby formula?"

Wes: "I've got all that."

Angel: "You ever hear of a time-traveling demon by the name of Sahjhan?"

Wes: "No."

Angel: "The guy that brought Holtz here. He thinks I'm his sworn enemy. I don't know him from Adam. Can you hit the books before you go?"

Wes watches Angel sit down on the settee in the lobby. The doors open and Fred and Gunn come in.

Gunn: "Hey. Where is Lorne? He better show his green face pronto, or Fred'll eat his hoagie."

Fred: "I will not! I already had two. - Unless he's really not here?"

Angel: "He had to go out."

Gunn: "Where?"

Angel to Wes: "Where did you say he went?"

Wes: "I don't know. He didn't say - exactly. I think he had to see a client. You know, I've got better reference materials for your demon at home, and Connor is getting sleepy. Why don't I look into it there?"

Angel looks from Wes to Connor, to Wes outstretched hands, back at Connor. Slowly lets Wes take the baby.

Angel: "Ah, okay. Just call me if you find something."

Angel's hand lingers on Connor as Wes slowly steps away.

Wes: "I guess, ah - I'll see everyone tomorrow."

Angel jumps up: "Hey, Wes?"

Wes half turns back.

Angel: "What's the closest emergency room to your place?"

Wes after half a beat: "Drew Medical. One minute away. (Wes half-hurries towards the doors, curled around Connor) Top infant care center. Don't worry."

We see Wes hurry down the sidewalk with Connor.

Angel: "Well, my first whole night without the kid."

Angel puts Connor's stuffed toys into the bassinet as Fred and Gunn watch him.

Angel: "This'll be good for both of us. He can bond with his Uncle Wes... (Fred and Gunn exchange a look and a smile) I can get some rest."

Angel looks down at the stuffed monkey.

Gunn, smiling: "We'll stay up with you."

Angel: "Really? Thanks. - You know, he's just a little guy. I'm sure he'll be..."

Angel breaks off as we hear moaning coming from Wes' office.

Fred: "Is there someone in Wes' office?"

Before they can check the front doors open and Holtz strides in. At the same time several of his people appear from different places all around the lobby. One even comes halfway down the stairs from above.

Break

Angel takes a quick looks around, marking all of Holtz' people.

Angel: "Won't you come in."

Holtz: "How is fatherhood treating you?"

Angel: "I like it. (Holtz' guys slowly close in, raising their weapons) You know - I met a friend of yours tonight. A demon named Sahjhan?"

Holtz slowly coming down the front steps into the lobby: "What did he have to say?"

Angel: "He was cryptic. Actually he was kind of long-winded. I didn't quite get what his deal was. I wasn't paying that much attention to him."

One of the men glances into the bassinet, then almost imperceptibly shakes his head at Holtz.

Angel: "He hates me. Do you know why?"

Holtz: "I don't really care why. So - where is the little nipper?"

Angel: "Oh, he had to go out. Sorry. I know he'd love to meet you."

Holtz: "I'm sure he'll turn up. - Looks like you made a nice life for yourself here."

Angel: "Are you here to fight or shall I make some tea?"

Holtz to his men: "I want to keep Angelus alive - but not well."

Holtz men attack and Angel and Gunn fight back. Angel tosses one guy into the weapons cabinet, breaking the glass doors. Makes his way to it through some more of Holtz' men, takes out the sharpened baseball bat and tosses it to Gunn. Picks up the broadsword for himself, but only uses it to fend off the men's weapons. Neither he nor Gunn are trying to kill, just to disable.

When one of the men lifts a wooden staff to stake Angel after he gets knocked to the ground, Fred shoots him in the back with a crossbow bolt. As she picks up another bolt to reload, one of the men tackles her to the floor.

We see Lorne's green hand come up behind Wes' desk as Gunn gets battered back into the office by two of Holtz' men. Lorne levers himself to his feet, and seeing Gunn getting battered down, lets out a high shrieking that has everyone cower down, covering their ears.

Lorne kicks one of Gunn's attackers in the face as he breaks of his 'musical' assault, and Gunn knocks the other one out.

Holtz quietly turns away and walks out the front doors. Angel sends the last attacker flying over the counter, looks at where Holtz was standing and sees the open doors, then walks over to pull the guy lying on Fred's back off her and helps her up.

Angel: "Easy. Come on. Are you hurt?"

Fred: "I don't think so."

Angel: "Call Wes."

Fred stumbles towards the phone. Angel sees Lorne, looking all bruised up, following Gunn out of the office.

Angel: "Jeez, Lorne. They got you good. You better sit down."

Lorne just looks at Angel.

Angel: "What?"

Lorne: "They didn't do this to me. Wesley did."

Everyone turns to stare at Lorne.

Angel: "Wesley? - What are you talking about?"

Lorne: "Well, earlier when he came to pick up the baby, Connor started crying and Wes hummed a little lullaby, and I read him and... - I don't know why he did it."

Angel: "Did what?"

Lorne: "He - he's been to see Holtz behind your back. Twice. And he's not taking the baby overnight. He's - he's taking the baby away - for good."

Wes walks out of his apartment building (it has the number 2337 beside the door), carrying Connor and a suitcase. He pushes a button on his key chain and one of the cars by the curb chirps as it unlocks. He loads the suitcase into the back. As he opens the side door he hears a moaning sound and turns to see a woman, arms wrapped around her middle, stumbling towards him through the park across the street.

Still holding Connor with his left arm, he pulls a gun with his right and aims it at Justine.

Wes: "That's close enough."

Justine stumbles to her knees and looks up at Wes through her disordered hair, crying.

Wes: "Justine?"

Justine: "He's everything you said. - It's true."

Wes slowly lowers his gun and steps closer.

Wes: "What happened?"

Justine: "Well - he didn't keep his word."

Justine lets out a pained laugh. Wes puts the safety back on and puts the gun away. Justine, arms still wrapped tightly around her middle, gets back to her feet and stumbles closer.

Justine: "He took everybody - and he went after the baby. And when I questioned him... (We can see that Justine's face is all bruised, and her lip bloodied) Bastard! I'll kill him for this. - You have to get out of here."

Justine falls against Wes.

Wes: "You have to get to hospital."

Justine: "No. I just to do..."

Justine pulls out a knife and slices it across the side of Wes neck. Wes falls to his knees, pressing one hand over the cut, as Justine pulls the baby out of his grip. Wes watches Justine run to the car, put Connor in the passenger side then get in the driver's side, before toppling over onto his side. Blood is seeping through between his fingers as he lies there, watching her drive off.

Gunn: "It doesn't make any sense. Why would Wes *do* a thing like that? You must have read him wrong."

Lorne: "No, I read him right. And I've got the gash on my noggin to prove it."

Fred hangs up the phone: "He isn't answering his cell, pager, or home."

Angel: "Where is he?"

One of Holtz' guys, hand pressed over his side is inching along the floor.

Lorne: "Shouldn't we be getting these guys to a hospital or morgue?"

Angel: "No. - Holtz knew Connor wasn't here when he walked through that door. He would have torn the place apart top to bottom. He was stalling."

Lorne: "Buying Wesley some time to get away."

Angel: "Holtz is the key. I want Holtz. If I find Wesley with him..."

Gunn: "Angel, we don't know the whole story here. I don't think you should get too pumped..."

Angel: "I'm not interested in what you think!"

Lorne: "Hey, easy guys!"

Angel: "He took my son."

Gunn: "I know this is life and death. I'm just saying, let's get..."

Angel grabs Gunn's shirt collar with both hands and pushes him back.

Angel: "He took my son!"

Gunn: "You better get your damn hands off of me!"

Fred: "Stop it! Stop it both of you! This isn't helping, damn it! (Pushes them apart) Back off! - There is only one thing that matters right now, and that is 'where is Connor?'"

Gunn and Angel stand there staring at each other for a moment, then Angel brushes past Fred and Gunn to pull up one of Holtz' men.

Angel: "Get up. Where is Holtz?"

1.Guy: "You'd think I'd tell..."

Angel throws him clear across the lobby and picks up the next one. Angel pushes him up against the wall, pulls the crossbow bolt out of his side and holds it up.

Angel: "I'm gonna count to three and then I'm gonna bury this in your face."

2.Guy: "Twenty two thirty nine Santa Elena. It's a big Victorian in Silverlake."

Angel lets the guy drop to the floor and heads towards the door, picking his broadsword up off the floor as he goes.

Fred: "We better find Wes before he does."

Gunn: "We should start at his place."

Lorne watches Gunn and Fred hurry out.

Lorne: "I'll stay here in case he comes back."

Bends down behind the counter and comes up holding a baseball bat.

Lorne: "And this time I'll be ready!"

We see a group of paramilitaries with machine guns. A black suburban pulls up. One of the uniformed guys opens the passenger door and Lilah steps out.

Man: "Ma'am."

Lilah walks over to the commander of the group.

Lilah: "What do we know?"

Commander: "No Holtz, no baby. (Indicates to guys, sitting, tied up, on a low wall) Two stragglers from the attack at Angel's hotel. They don't know where Holtz went."

Lilah: "Get them off the street."

The commander motions to his men and they lead the two guys away.

Lilah: "So we're in the right place."

Commander: "Yeah."

Lilah looks at him: "Excuse me?"

Commander after half a beat: "Yes, ma'am. But Holtz didn't come back here after the hotel."

Lilah: "Where'd he go?"

Commander: "Uh, we had him, and we lost him. (Puts a finger up to his ear piece) Ah, we're picking him up again. Please, just give me a moment, please. - Spring Street."

Lilah: "Downtown."

Commander: "Yes, ma'am. Near the sixth street bridge."

Lilah: "Let's go."

Commander: "Sixth Street Bridge, let's go!"

All the men run to their vehicles.

Man: "Let's go! Hustle! Hustle!"

As one of the commandos gets ready to get into his Hum-vee, Angel jumps out from behind a tree, smashes him into a post, then a tree, knocking him out. The driver of the Hum-vee looks over towards the passenger side when his partner doesn't get in. The driver's side door opens and Angel throws him out on the street, gets in and drives off after the rest of the cavalcade.

Holtz steps out onto a darkened street and Justine bring Wes' car to a stop in front of him. Holtz gets in.

Holtz: "It went well?"

Justine: "Very well. But you're paying for my dental work."

Holtz smiles, then looks over his shoulder to Connor, strapped into a car seat in the back.

Holtz: "Hello, son. I'm you're father. And that strong lady with the black eye is your mother. Your name is Steven Franklin Thomas. And you're going to grow up with me on a little ranch in the middle of nowhere. (To Justine) What's it like in Utah?"

Justine: "It's pretty."

Holtz: "Let's go."

They drive off, only to have a Hum-vee overtake them and cut them off. The car turns off the road, but is quickly blocked in by more Hum-vees. Angel jumps out of one of them and charges at the car. Holtz gets Connor out of the back while Justine tackles Angel only to get thrown aside.

Holtz: "Come any closer and I'll snap his neck!"

Angel comes to a dead stop.

All around them commandos are jumping out of their vehicles, cocking their machine guns.

Holtz: "Who are they?"

Lilah: "They work for me."

Holtz: "Ah. The attorney."

Lilah: "Yes. You are gonna give us the kid, Captain Holtz."

Angel: "Don't!"

Lilah: "That's cute. You'd rather see the fanatic with the baby than us? (To Holtz) Those are automatic weapons pointed at you. They didn't have them in your time. They fire sixteen bullets per second."

Angel: "And if they were going to use them they would have already. They want the baby alive."

Holtz: "Something we all have in common."

The air shivers and Sahjhan appears.

Sahjhan: "Not all of us. (To Lilah) You do not want the child alive. You want the child dead. That was our arrangement."

Lilah: "Yeah. I'm a lawyer. Have you met me? We have a new arrangement. I'm keeping the baby."

Sahjahn: "You can't do that!"

Lilah to commandos: "Ignore the loud mouth with the bad skin. He's impotent in this dimension."

Holtz: "We're leaving."

Lilah: "No one's going anywhere."

One of the commandos steps closer, and Angel knock him down, taking the weapon away from him and turning it on Lilah.

Lilah: "Don't shoot."

Angel: "Yeah. You really don't want to. Your bullets won't kill me. But mine will kill you - and her first."

Angel looks over at Holtz and Connor.

Holtz: "He'll be dead before I hit the ground."

Angel: "I know."

Holtz: "So. I'm going to leave now, right? With me, he gets to live, anyone tries to take him, he dies."

Angel after a long beat: "Take him."

Sahjhan: "Woah! No! What is wrong of you people?"

Holtz to Angel: "I will take good care of him, as though he were my own son. He'll never even know you existed. Don't come after me. - You will though, won't you? Maybe I should just..."

Angel: "No. Please."

Justine looks from Holtz' hand moving closer to Connor's neck to Angel and back.

Angel: "Take him."

Sahjhan, raising his hands: "Lekko najine forkahdio!"

There is a big explosion with bright sparks and a hole opens in the air. Past the burning edges we can see a turbulent, blood red sky.

Sahjhan: "What you are looking into is the Quortoth, the darkest of the dark worlds. So - I can widen the portal and you can all be swallowed up by a world you can not begin to imagine - or you can keep your word and kill that child. (To Lilah) Now!"

When no one moves he spreads his arms.

Sahjhan: "Don't say I didn't warn you."

The opening in the air grows bigger.

Lilah: "Kill it."

Angel: "No!"

The commandos and Angel stand there with the weapons aimed at each other. Holtz grabs a hold of Justine and pushes her away from him then heads for the hole in the air. Angel drops the gun and charges after him.

Justine: "Daniel! Daniel!"

Angel: "No! NO!"

Holtz jumps into the roiling red air of the portal and disappears from view. Angel jumps after him, but is thrown back by a lighting bolt lashing out from the portal and hitting him full in the chest. Angel flies backward, landing with a hard thud and rolls to look back at the portal.

Sahjhan: "Wow. I didn't count on that. Kinda takes care of my problem."

Both Justine and Angel are lying on the ground staring at the portal. Sahjhan raises his hands.

Sahjhan: "Forkahdio najine lekko."

The hole in the air quickly shrinks to a pinpoint and disappears.

Sahjhan: "All right then. (Looks down at Angel, who is still staring at where the portal used to be) Have a good summer."

With that Sahjhan disappears into thin air.

Lilah, looking down at Angel, who hasn't moved: "Hmph! Well, I'm looking at a mountain of paperwork."

Turns to go.

Justine gets up and stumbles towards Wes' car.

Commander: "Should we do something about..."

Lilah, looking back at Angel: "Yes, we should. - We should let him suffer."

Angel rolls over onto all fours and looks around him. Sees Justine drive off in Wes' car and collapses back onto the hard ground, once again facing twords where the portal used to be.

"Connor."