aired on: October 12, 1999

written by: David Fury

directed by: James Contner

Friday night is the most social night of the week, but Angel's sitting around the new office, chilling. Doyle's got other ideas - he'd like a night on the town, with Cordelia in tow. Cordelia arrives excitedly with calling cards for the new business, but suddenly Doyle doubles over in pain. He's got a splitting headache, a vision of a nightclub, and a feeling that something's going to happen there. They head out on the town after all.

At the club, boy, Kevin, meets girl, Sharon. They chat. Angel, Doyle and Cordelia arrive, looking for someone in trouble - or someone making trouble. Angel strikes up a conversation with a woman named Kate, who tells Angel she has a hard time trusting people. She asks if he'd like to go someplace quieter, but Angel says he's got to stay there.

Meanwhile, Cordelia's been handing out business cards at the club. One guy gets the wrong idea - he thinks she's a hooker. When he and his buddy make unwanted advances, Doyle decides to teach them a lesson. When a fight breaks out, Angel rushes over to take care of the problem. The troublemakers gone, Angel attracts the attention of a new girl. While he talks with her, Kate eyes him from across the room, and, upset, walks out. As the bar clears out, Cordelia, Angel and Doyle try to figure out why they were supposed to be there in the first place.

Kevin and Sharon, it turns out, have found a connection, and Sharon's found herself in Kevin's bed. The next morning, though, as Sharon's getting dressed, Kevin doesn't look so hot. In fact, he's dead, and his sheets are spattered with blood.

The next day, Angel, Doyle and Cordelia scour the papers and Internet for news stories that happened in or around the bar. Two turn up: one death and one missing girl. While Doyle and Cordelia continue their research, Angel heads back to the bar, D'Oblique.

Outside, Angel meets Kate again. He asks her not to go in, because he fears there might be trouble; she heads in anyway. Sharon's back at the bar as well, with a new guy in her sights.

While Angel's observing the scene, a friend of Kevin's asks the bartender if he's seen Kevin - he didn't show up at work, and isn't answering his phone. The bartender hasn't seen him. Angel, suspicious, dashes off to look up Sharon in the phone book. Sharon, though, is already in bed with a new guy she met in the bar. While he engages in pillow talk, Sharon has other plans - from her chest shoots a demon's head, which burrows into the new guy's back.

Angel arrives on the scene to find the guy alive, but Sharon dead - and the demon's tail slithering into the guy's back as he puts on his shirt. The demon has been moving from one body to the next, looking for the right body and leaving corpses in its wake. Angel tells it that the killing has got to stop. What's wrong with that body? he asks. This body's fine for now, the demon explains, but it's not the one he can live in. "Then it'll have to be the one you die in," says Angel. They battle, but the demon escapes.

Suddenly, Kate comes in the apartment, and she and Angel both look at Sharon's dead body on the bed. "I know what this looks like," says Angel. Says Kate, "So do I." And she flashes a gun and badge. She's LAPD, and she's been tracking Angel since the night before. But when she tries to cuff him, he jumps out the window into the night.

While the burrower demon stalks its next prey at D'Oblique (and successfully finds another body), Kate does some snooping of her own, into the offices of Angel Investigations. Angel prowls the city, demon hunting. Coming up empty, he arranges a meeting at the bar with Kate.

But the burrower is now in a new body - the bartender's - and doesn't want Kate meeting up with Angel. In fact, he plans to make hers his new body. Angel steps in before he can, knocking him away from her to start a fight. The powerful demon tosses Angel and Kate into the bar's basement, and locks the door. He must find a new body, so he's on the prowl again.

Angel and Kate break out of the basement and chase after the demon. Before the demon can take another body, Angel catches him, but this time Angel wins the fight, as the demon, in flames after being tossed into a barrel of fire, can't recover. As the police clean up the scene, Angel tells Kate that if she ever needs any help, he'll be around.