aired on: January 25, 2000

written by: Howard Gordon

directed by: David Semel

Cordelia is getting ready to go out for a night on the town with her friends - and her new beau, Wilson - when she has a vision. She jots down an address, and Angel and Wesley are off to find out what's up. What's up is a big, giant hatching egg-baby thing, which they handle easily. Meanwhile, Cordelia and Wilson are enjoying their date. When he drops her off for the night, they kiss; she invites him in. Soon Wilson and Cordelia are in bed together.

The next morning, though, Cordelia finds herself in bed alone - and pregnant. Angel and Wesley, concerned when Cordelia doesn't show up to work, break into her place and find her in bed, scared. Angel convinces her to call Wilson, but when she does, the number has been disconnected. In fact, all his numbers are disconnected, with no forwarding information. Angel sets out to see what he can find, while Wesley takes Cordelia to the hospital for a pre-natal exam. Her ultrasound reveals there are at least seven heartbeats. When they take amniotic fluid from the womb to run tests, the syringe cracks, and the fluid, spilling out, eats through the floor. Wesley suggests they find Angel.

He's been checking out the club Cordelia was at the night before. The bartender suggests he talk to Cordelia's friend, Serena, so he pays her a visit. She's pregnant, too. And she can't reach the guy she was with, either. Back at Angel's, Wesley tries to put Cordelia at ease. He's just gotten her to fall asleep when Angel arrives with the news of Serena. As they formulate a plan, they hear a noise, and see that Cordelia's gotten out of bed for a snack from Angel's fridge - she's drinking blood.

Angel tracks Wilson down at a gun club where Serena said he and his buddies hang out, but Wilson's not interested in talking. Angel, however, has a way of getting people to talk. But he realizes that Wilson's human, and now he's confused. He wants to know how this whole thing works.

Wesley, meanwhile, is researching what's growing inside Cordelia, and he finds the demon in a book. He reassures her that now that they've figured out the species, they'll be able to stop what's happening to her. But this doesn't reassure her. Instead, she smacks him in the face with the book. "You're not going to hurt my babies," she says menacingly. "No one's going to hurt my babies."

Back at the gun club, as Wilson's buddies come to his defense, Angel starts to piece together the puzzle. The demon needs a surrogate to impregnate human women, and these guys help him out in exchange for fame, money and success. Angel wants to know where this demon is. Wilson thinks he's pretty clever when he shoots Angel instead of telling him, but Angel really doesn't like it when people shoot him. The bullets bring out his vampire side, and he quickly disposes of Wilson's buddies. Then he plants his boot along Wilson's chin. "Now you're gonna tell me what I need to know." In the meantime, at an abandoned industrial park, Cordelia and several other expectant mothers are gathering.

Angel and Wesley are starting to figure things out. Angel knows where the women are meeting, and Wesley has found out that if they kill the beast, all its babies will die - it would be like cutting a psychic umbilical cord. But this will not be an easy beast to kill. Fire won't kill it, decapitation won't kill it, and, as Wesley explains, "it's really huge."

At the industrial park, Cordelia and the other mothers-to-be put on white gowns, and wade into a pool of yellowish liquid. Wesley approaches, and tries to get Cordelia, and all the women, to come out, but they refuse - they serve their master, she says. Just then, they all turn to hear the sound of grunts and giant footsteps. The master has come, and he's not pleased to see Wesley there.

Wesley explains that he's come for mortal combat, a battle to the death. And then Angel arrives. He tosses a huge tank of liquid nitrogen at the beast. When he catches it, Wesley pulls out his gun, shooting a hole in the tank. The nitrogen sprays forth from the tank, freezing the demon and killing it. As it freezes, the babies the mothers are carrying die as well. Cordelia, relieved of her burden, steps out of the liquid, and delivers the final blow to the demon - she swings an enormous pulley its way, shattering it to pieces. "I really hate dating," she groans. Back at the office two days later, Cordelia's back to herself. And she's learned something - she now knows two people she can trust with her life.