To avoid an awkward talk with Fred, Angel keeps himself busy with a case, and investigates the deaths of several men who apparently fell apart suddenly. Angel and Cordelia link the deaths to a gym, which leads Angel to a nearby retirement home. Here, Angel meets and old man who performs a spell to switch bodies.

Angel is now possessed, and is left to find out a lot of secrets. He at first thinks he is gay because Cordelia mentions "Fred", but then realises he isn't, but is in fact a vampire. He then begins to exploit this new found power.

The powerful body of a vampire turns out to be enough to sustain the old man, and he decides to stay, but first he must return and remove the real Angel from existance, so as to protect his secret.

Angel is defenceless, but Wesley and the crew figure out Angel's odd behaviour and are able to stop the possessed Angel and reverse the spell. Later, Angel finally has that talk with Fred, and explains that they can really only be friends.