As the crew repaint Angel's room, after the recent fires and quakes, a client arrives, but after some kind of creature goes inside the man's mouth, he leaves again, before Angel can ask what the matter is. Angel and Cordelia then begin venting a few frustrations over the loss of Connor, with Cordelia feeling guilty for not being there, and Angel feeling bad for not being able to save his son. Lorn then arrives with a new case.

Across the street there had been disturbances which Lorn noticed. Angel and crew go to investigate, and find the guy who came in earlier, drinking enormous quantities, but looking extremely dry. Angel knocks the guy out and takes him to the hotel.

When the casualty awakens, he tells Angel it is all his fault, and then collapses, turning to sand. A slimy little creature then appears from the remains, and darts away. Angel and crew split into groups and go after it. Both Angel and Lorn, and also Cordelia and Groo see it, which leads them to realise there is more than one.

As Fred looks into Thaumogenesis (side effects of using dark magic), she is attacked by one of the creatures, and begins to dry up in the same way. Over at Wolfram and Hart, Lilah begins to worry that Angel could die from this, something which the firm wouldn't want, even if she does. She makes preparations for a cleanup crew to go in.

The crew turn off the lights to make the creatures easier to find, and then track them to a large restaurant area. Here they find hundreds of the creatures in a pool. Gunn finds out about Fred, and they try to escape, taking Fred with them, but they realise Fred hasn't got long. Gunn leaves them, and goes to find Wesley.

Wesley helps, only because its Fred, and tells Gunn that none of them can ever come to his place again. Back at the hotel, Angel starves Fred of water temporarily to find out more. He learns of the destroyer that these creatures are running from.

At Wolfram and Hart, Lilah is looking stupid as Linwood orders them not to help Angel, and to simply let him die. Angel and Cordelia meanwhile make a last stand in the kitchen area whilst Groo and Lorn help Fred out. There they meet Gunn who gives her alcohol to flush out the creature. Cordelia then unleashes incredible power, clearly a side effect of her new demon status, and eliminates all the invading creatures.

With the group just recovering, the portal opens again, and a massive demon drops through, but swiftly afterwards follows a young man who takes out the demon in a single swipe. He finishes his move, and says "Hi Dad".