aired on: October 3, 2000

written by: Tim Minear

directed by: David Semel

Angel presents Wesley and Cordelia with a photograph of the Hyperion Hotel, an abandoned property downtown. He wants them to research why it lies empty, while he goes to do an on-site inspection.

Flashback, 1952: The Hyperion is in its heyday, and the guest in Room 217 is none other than Angel. He steps out of his room to hit the ice machine, and returns to find a woman named Judy. Not interested in guests, Angel begins to escort her out, when she explains that she's hiding from her boyfriend. When the boyfriend comes to the door looking for her, Angel tosses him out.

Later, Angel's neighbor, listening to music in his room, hears a voice, but no one's there. He talks to the voice, then pulls out his revolver - and kills himself. The maid finds the body, and summons the hotel manager, who goes to inspect with a bellhop. The manager says that's the third suicide in as many months - and then he hears the voice. It tells him not to call the police; they'll shut the hotel down. He tells the bellhop to store the body in the meat locker.

Downstairs in the lobby, as guests gossip about the suicide, another man hears the voice - and it suggests that maybe it wasn't a suicide.

Judy spots Angel in the hallway, and invites him in. She's heard it wasn't a suicide, but a murder, which means police will be around. Angel knows she has something to hide - he's figured out that the guy he tossed wasn't her boyfriend, but a private investigator. Judy explains that she was a bank teller in Kansas - and they probably want back the suitcase full of cash she has. She had a job and a guy that she loved, but when the bank found out her mother was black, they fired her; when her boyfriend found out, he dumped her. Deciding she couldn't go back, she panicked, took the money and ran. Angel says he'll help.

He takes her down into the basement, where he hears the voice. He hides the bag above a ceiling beam and tells her to go back to her room and stay there - there's something in the hotel making people crazy.

Back in the present, research reveals that the hotel closed its doors in 1979, when one day the concierge made his wakeup calls with a 12-gauge shotgun. Wesley and Cordelia also find newspaper clippings of a woman being tracked by federal authorities that checked into the Hyperion and was never heard from again. Meanwhile, Angel prowls the basement of the Hyperion. Reaching up above the ceiling beam, he finds the suitcase, still full of money. Angel calls Wesley, and tells him that the force at the Hyperion is a Thesulac, a paranoia demon that whispers to its victims and feeds on their insecurities. He wants Wesley and Cordelia to meet him there ASAP, and to bring Gunn as well - they'll need all the muscle they can get when they raise the demon. Angel says they have to force it to become corporeal before they can kill it; he's already researched the raising ritual.

1952: Angel knows that he's dealing with a Thesulac demon, and visits a bookstore to research the raising ritual. Back in her room, Judy hears the demon's voice. It tells her that they know about her, and they'll turn her in.

Down in the lobby, hotel guests speculate about the suicide/murder, when the private investigator returns, with a picture of Judy. The guests race upstairs and converge on her room. Then Angel walks down the hall, supplies for raising and killing the demon in hand. When Judy sees him, she points and says he's the murderer. The crowd jumps him and drags him to the lobby to hang him. They string him up, and leave him dangling from the ceiling. Of course, a noose won't kill Angel. When everyone leaves, he frees himself and jumps to the floor. There he meets the Thesulac demon, who thanks him for restoring Judy's faith - now he can feast on her for a lifetime. He says there's a hotel full of tortured souls who could really use Angel's help. "Take 'em all," Angel says, and walks out.

Back in the present, Angel, Wesley, Cordelia and Gunn raise the Thesulac in the Hyperion lobby. Paranoia, it says, is like fine wine - it improves with age. Angel realizes it's still feeding. But when Angel takes one of its tentacles and plugs it into an electric socket, its feeding days are over.

With the demon fried, Angel heads upstairs, where he finds Judy, still in her room, now an old woman. She recognizes Angel, and says she doesn't hear the voices anymore. Angel helps her into bed, to rest. Finally free, she dies peacefully in her sleep.

With the demon gone, Wesley, Cordelia and Gunn can't wait to leave the Hyperion. Then Angel tells them they're moving in