Starring: David Boreanaz as Angel, Charisma Carpenter as Cordelia, Amy Acker as Fred, Alexis Denisof as Wesley Wyndham-Pryce, J. August Richards as Gunn

Guest starring: Andy Hallet as Lorne, Mark Lutz as-Groo (“Groosalugg”), Stephanie Romanov as Lilah, Daniel Dae Kim as Gavin Park, John Short as Philip J. Spivey, Vincent Kartheiser as Connor

Original air date: April 29, 2002

Written by: David Fury

Directed by: Marita Grabiak

The AI team is painting Angel’s rooms at the Hyperion. Groo and Fred think that Angel should go with a color other than “pomegranate mist” but Angel’s unconvinced. And, although Angel appreciates all the work that everyone is doing, he doesn’t want a change. He wants everything to be just as they were. In a trash bin Angel finds a musical waterglobe that he bought for Connor. Angel talks about buying the waterglobe then suddenly realizes that everyone in the room is watching him. He tries to shake the moroseness off by telling everyone that they should be working on their cases instead of fixing his rooms. Unfortunately they don’t have any pending cases. No one has called in over a week. So Angel goes downstairs just in case someone calls or walks in.

Downstairs a man walks into the lobby looking for some help. He calls out, but doesn’t get an answer. He’s a little dismayed by the large red pentagram on the lobby floor. As he’s leaving a clear beastie about the size of a squirrel but shaped like an über-shrimp attaches itself to the man’s mouth. When Angel reaches the lobby he tries to find out what the man wants, but the man simply says, “we have to go.” Despite Angel’s attempt to get the man to stay, he leaves.

Cordy comes downstairs and Angel asks her if they can do something about the stain on the lobby floor. Angel thinks the pentagram might have scared off a client. Cordy wants to talk about everything that happened while she was on vacation. Although she knows the gist of it, Cordy wants the details. Cordy is worried about the repercussions for performing dark magics and tells Angel that the one person who could have helped with the repercussions isn’t with the team anymore. Angel is close-mouthed about the spell he cast and tries to walk away from Cordy. Cordy follows him and points out that things that happen in the past do have a tendency to come back and bite them in their respective asses. Angel starts to vent about everything that happened and is not happy about it.

Cordy wants to know why Angel didn’t call her when the trouble started brewing. Angel tells her that he wanted one of them to be happy. Cordy tells him that Angel should have called her because she could have helped. Her link to the Powers That Be and her demonness could have helped Angel find Connor. Cordy tells Angel that next time he has to call her. Angel also wants a favor - a case for him to work on.

At a juice bar the man from the lobby is looking pretty grim. Hundreds of cups litter the floor at his feet and he still wants more to drink. Apparently he’s been there for six hours and has gone through about 100 pink smoothies.

Meanwhile, at Wolfram & Hart, Gavin and Lilah are discussing the events of the last few days. Gavin congratulates Lilah on her excellent work on Angel, bringing him closer to his dark side and closer to Wolfram & Hart.

Fred and Gunn are watching Angel, sitting at Wes’s former desk, from a distance. Fred wants to find a way to mend the rift between Angel and Wes, but Gunn doesn’t think it will ever happen. Fred approaches Cordy, who’s trying to clean up the pentagram on the lobby floor, and Fred asks Cordy to talk to Angel about Wes but Cordy won’t do it. Fred appeals to Cordy by telling her how much pain Wes is probably in, but Cordy’s only worried about Angel’s feelings. Unfortunately, Groo walked into the lobby just in time to hear Cordy say that Angel is her only priority. Just then Cordy had a vision of Angel being thrown across the lobby floor. Before she can explain her vision, Lorne walks in and announces that there’s a big “bru-haha” at the juice bar across the street.

As the AI team walks into the juice bar Cordy is explaining her vision. They find the man from the lobby looking very, very, very bad. His face is pale, dry, and with deep cracks. The man is drinking liquids like his insides are on fire. The man, Philip J. Spivey according to his license, is ignoring everyone. Angel tries to convince him to go back to the hotel to figure out what’s going on. Spivey’s only comment is, “We’re thirsty!” so Angel hits him and knocks him to the floor. Angel is thrilled - he has a case to work on!

Groo carries Spivey into the hotel. Angel points out that Spivey kept saying “we” and he wants to figure out what’s wrong with Spivey, but Cordy wants to talk about her vision because Angel is in danger. Angel isn’t worried, though, because he’s always in danger. In fact, he likes the idea of working on the case because it gives him the opportunity to stop thinking about his problems and work on the problems of Philip J. Spivey. At that moment Spivey gets up from the couch, points at Angel and says, “You! This is all happening because of you!” Then Spivey falls over and his body falls apart, like it was made of dry clay.

As the AI team walks over to Spivey’s “body” a clear über-shrimp crawls out of what’s left of Spivey and skitters across the floor. Just then Cordy realizes that Spivey has fallen over in the middle of the pentagram. Ooops. Looks like the über-shrimp is a repercussion.

Cordy shuts the hotel down so that no one else from outside the hotel gets infected. Angel’s handing weapons all around. Angel tells Groo and Cordy to start on the third floor and work their way down. Because they aren’t sure if hacking the über-shrimp will kill it, Angel wants Fred to hit the books to find out more about what the über-shrimps might be. Fred is not sure about this plan - she doesn’t know where to start looking, but Angel suggests “thaumogenesis,” the by-product of using dark magic. (See also BtVS 6.3 “After Life.”) Gunn’s going to stay and watch Fred’s back. Cordy wants to wait to see what Fred finds out before looking for the über-shrimp. Angel doesn’t want to wait because, the longer they wait, the more likely the über-shrimp will find a way out of the hotel and infect someone else.

Angel and Lorne head to the fifth floor and argue the whole way. Lorne basically says “I told you so” and Angel argues that he’s trying to clean up his mess the best way he knows how. They hear a noise in one of the rooms and when they investigate they find the über-shrimp drinking out of one of the toilets. As the über-shrimp skitters away Angel throws a dagger and pins it to the floor. But temporarily - the über-shrimp rips away from the dagger and runs off.

Downstairs Fred is very frustrated. She doesn’t understand the books and she has to cross-reference about every other word. Fred just doesn’t feel qualified to investigate the mystical as . . . you know. Gunn tries to reassure Fred that she will do her best and that they will get through this. Just then two more über-shrimp materialize out of thin air over the center of the pentagram.

Back at Wolfram & Hart Lilah gets a confidential, super secret e-mail. In the e-mail Lilah finds out about thaumogenesis. Gavin walks in to talk about the e-mail. He points out that the über-shrimps can’t be too cuddly and will probably end up killing Angel, something that contradicts Wolfram & Hart policy. Lilah gets a little panicked - after all, she helped Angel cast the spell. Lilah wonders if she’s supposed to go to the Hyperion and help Angel.

Back at the hotel Cordy and Groo are checking out the third floor. Cordy is very worried about Angel and how the repercussions are affecting him. Groo mentions that Angel is Cordy’s first priority but she back pedals and tells him that Angel is her ‘work’ priority and that Groo is her other first priority. Groo doesn’t look convinced. Just then an über-shrimp climbs the wall behind Cordy but, before Groo can hack it to bits, the über-shrimp dives down a mail chute. Groo and Cordy run for a stairwell, open the door and see Lorne and Angel. Both Angel and Cordy say “we saw it.” Downstairs the AI team have a meeting and realize there’s more than one über-shrimp loose in the hotel.

There is one good piece of news - Angel realizes that the creatures are easier to see in the dark so he hands out flashlights to everyone while Gunn, Angel, and Lorne go down to the basement and shuts off the lights for the whole hotel. Meanwhile Fred is left alone in Angel’s office hitting the books and she’s attacked by one of the über-shrimp. Lorne, Angel, Groo, and Cordy are in the south wing looking for the über-shrimp. They hear what sounds like birds. Gunn goes back to the office and, after Fred drains all the water out of the waterglobe Angel bought for Connor, he realizes that something is wrong with Fred.

Back in the south wing Angel, Cordy, Groo, and Lorne still hear birds but they can’t figure out where the sound is coming from. Gunn bursts in and tells everyone that they have a problem. Angel tries to talk to Fred who tells everyone that the über-shrimp are trying to escape and infect people. Gunn wants to take Fred out of the hotel to get her help but Angel’s concerned that others will get infected. Gunn is angry that Angel will do anything to get what he wants (meaning the spell) but won’t let others do the same. Groo interrupts and says that the bird-like sounds are coming from the floor. Groo swings his axe and creates a large whole in the floor. The area is teeming with über-shrimp, thousands of them. The über-shrimp start to swarm towards everyone and they retreat to the kitchen and barricade themselves in. After running into the kitchen Fred says something about running making her hot, so no more running. That gives Angel the idea of turning on the ovens to dry the air to keep the über-shrimp from attacking. Suddenly Fred screams because she realizes that Gunn didn’t make it into the kitchen.

Back at Wolfram & Hart Lilah is assembling a team to exterminate the über-shrimp at the Hyperion. She wants to take care of the problem before Linwood finds out what’s happening at AI. Gavin interrupts again and tells Lilah it’s too late - Linwood already knows because Gavin told him. Apparently Gavin had Linwood’s emergency cell phone number. Gavin eventually tells Lilah that Linwood doesn’t want the über-shrimp eliminated. Linwood apparently said, “let ‘em die.” Lilah is definitely not happy because she now has to pay for assembling the extermination team out of her salary.

In the meantime Gunn arrives at Wes’s apartment and says he needs Wes’s help. Back at the Hyperion the AI team is safe, for now. Angel tries to interrogate the über-shrimp and find out what it wants here - “to live.” There is a demon after the über-shrimp called “The Destroyer” that torments them. The Destroyer isn’t after the über-shrimp, it’s after Angel. The über-shrimp simply got caught in the crossfire.

Gunn describes what’s happening at the hotel to Wes. Wes asks why Gunn came to him and Gunn tells him he needs to de-infect someone. Wes tells him, “sorry.” Only then does Gunn tell Wes that the person who’s infected is Fred. Wes tosses Gunn a bottle of vodka. Wes interrupts Gunn’s rant and vents quite a bit. When Wes was slowly bleeding to near death, he was fighting to live so that he could explain to his friends his side of what happened. Gunn tells Wes that he knows what happened but Wes responds that Gunn doesn’t know anything. He’s willing to help Gunn because it’s Fred, but just this once. Wes makes it clear that no one from AI is to come near Wes, ever.

Meanwhile Angel is still interrogating Fred and withholding water to “motivate” the über-shrimp to talk. This is not good for Fred - as Angel watches a large, deep split emerges on Fred’s face. She needs water now. Angel starts to panic. He tells Cordy to shut off the ovens and to take Fred to the hospital where she can be hydrated, hopefully long enough to get a cure. Angel plans to entice the über-shrimp with water giving the others time to get Fred out of the hotel. Cordy stops in the doorway then decides to stay with Angel and help him. Groo and Lorne make it to the lobby with Fred when Gunn shows up and makes Fred drink the vodka that Wes gave him. The vodka dehydrated Fred causing the über-shrimp to leave her body then Groo killed it.

Back in the kitchen Cordy and Angel are trying to kill as many über-shrimp as possible. Suddenly an über-shrimp leaps at Cordy and she catches it in her hand. Cordy gets all glowy. She gets brighter and brighter and suddenly a blinding white light comes off of her body filling the entire hotel killing all of the über-shrimp. Gunn explains that ‘he’ came up with the idea to use alcohol to kill the über-shrimp. Gunn tries to apologize for taking off, but the apology is pretty unnecessary because Angel completely understands why Gunn left.

Lorne reminds everyone that The Destroyer is on it’s way. Fred says she remembers The Destroyer and Cordy asks her if she knows when it will be there. Fred’s answer? “Now.” Lightening appears in the air above the pentagram and a large, gangly demon with razor sharp claws, a mouthful of teeth and two wicked horns suddenly appears. Suddenly there’s more lightening just above The Destroyer and a teenage boy dressed in leather drops out of thin air. With one swift blow the teenager kills The Destroyer. Then he looks at Angel, points what looks like a modified blow dart at Angel and says, “Hi Dad.”