At the office, Doyle asks Angel to put in a good word with Cordelia for him, since he’s very much interested. Cordelia arrives with the calling cards she had made for Angel’s soul saving services, which have a little angel on them, that no one can recognize as such. Doyle gets one of his visions which just shows a bar, no one particular and they go out and see if they can find someone in need of help.

At the bar, a woman named Sharon runs into a man, Kevin, and both lonely and desperate they find a common interest. They later leave the bar together. Cordelia passes Angel’s calling cards around, offering their help until Doyle stops her. Angel meets a woman named Kate and both have a hard time communicating with each other although they seem to have quite a bit in common. A guy thinks Cordelia is offering services of a different kind with the cards she was passing around and Doyle tries to stand up for her. A bar fight breaks out, and Angel comes to the rescue. The two guys are kicked out, and a woman impressed by Angel’s heroic actions introduces herself to him. Angel talks to her to see if she’s in need of help, but Kate sees them, and leaves.

The next morning, after a night together, Sharon gets dressed. Blood everywhere, Kevin is revealed to be dead. At the office, they do some research, looking for any incidents at the club D’Obolique. Their search turns up a badly mutilated and eviscerated body that was found. While Doyle and Cordelia search for more, Angel goes back to the club to see if he can find the killer. On his way in, he runs into Kate who tells him to go to Hell after he tries and warns her about the danger inside the club. Angel talks to the bartender and finds out that Kevin disappeared after going home with Sharon. After a few more questions are asked, Angel tracks down Sharon and goes to her place to try and prevent the next murder.

Angel arrives at the apartment just in time to see that Sharon is dead and the looser guy she went home with is alive and has the demon of a Burrower in him. The two fight, but the guy gets away just as Kate arrives and finds Angel. She pulls a gun on him, revealing she’s a detective with the LAPD, and tries to arrest him. When Angel sees that she won’t be convinced that he’s not the killer, he knocks her down and dives out the window. Doyle, Cordelia and Angel set up a meeting at Cordelia’s less-than-clean apartment. Angel tells them to search for information on Burrowers–demons that move from body to body searching for the perfect one to live in. Meanwhile, Kate illegally searches Angel’s place and the demon transfers bodies again into a woman.

Cordelia and Doyle are asleep when Angel returns in the early morning. They have found a name for their burrower, Talamour, and that it doesn’t have too many weaknesses other than a dislike of fire. Angel calls Kate and asks for five minutes to explain himself, to prove that he isn’t the killer. At the club, Kate asks the bartender to notify her when Angel arrives and a few minutes later, the bartender tells her he thinks Angel is out back. When they get to the back room, the bartender knocks her out. Angel arrives just in time to keep the burrower from transferring to Kate’s body, and then fights with the bartender. Eventually, Angel and Kate are tossed down into the basement and locked in.

While the bartender looks for the next available body, having little luck with his blood soaked shirt and peeling skin, Kate and Angel search for a way out of the basement. They finally get out, and after some searching, Angel finds the bartender with a girl out in an alley. Again, he fights with the bartender while the girl runs away and then throws him into a nearby barrel. The fire that was in the barrel ignites the bartender and then Kate arrives just in time to shoot him once, and keep him from attacking Angel again. Later, after everything is taken care of, Angel and Kate talk. She tells him about searching his apartment and he tells her he’ll be around.

At the office one night, Angel reluctantly offers for the three of them to go out and do something, but instead, Cordelia and Doyle leave him to sit in the dark alone, by himself.