Written by Kristina

Cordy, Wesley and Gunn are hanging out in the lobby. Fred sneaks in, and scares Wesley and Cordy. Angel suddenly comes running down into the lobby. There's a Charlton Heston double feature on, and he wants to know who wants to go. Fred is the only one that does, so they head off. Meanwhile, in another hotel, a young man, in bed with two women, begins to feel "funny." He knows something is wrong, and with the last bit of his strength, he chants something. Then his insides dissolve, leaving his empty skin behind.

Fred is experiencing major puppy love with Angel. She thinks that the movie was a "date." Cordy is concerned, and confronts Angel about this. He promises to talk to Fred about it. Before he can, he comes across a newspaper article about bodies that were found with their insides melted. Apparently, the skins of young healthy males have been found in expensive hotel rooms around the city. They were all members of the same health club. Angel and Wesley are eager to get onto the case. Angel and Cordy head off to the health club to investigate.

Meanwhile, Lilah has serious apprehensions about Gavin's method of getting to Angel. After speaking with Gavin, she asks her secretary to get a forger on the phone.

At the health club, Angel visits the Pilates class all the dead men were involved in. He notices someone watching the class from across in the street in the Monserrat retirement home. Meanwhile, Cordy is enjoying being surrounded by built men, and starts collecting phone numbers. Angel heads over to the retirement home and arrives outside of room 316 - the room of Marcus Roscoe. Mr. Roscoe lets Angel in, and Angel notices some curious artifacts and skiing magazines in the elderly man's room. Mr. Roscoe begins chanting, and light passes between Angel and Mr. Roscoe. Angel leaves the room, and begins acting odd around Cordelia. He doesn't recognize her, but pretends to. They go back to the hotel together.

Mr. Roscoe wakes up in his room. He leaves his room to use a phone, and he calls Angel Investigations. The answering machine comes on, but the fake Angel picks up the phone when he finds out it is the real Angel. (Mr. Roscoe switched bodies with Angel when he was chanting in his room.) Before the real Angel can find out what is going on, Ryan (an orderly) hangs the phone up, and takes him back to his room. The fake Angel makes a mess of Wesley's office, looking through papers. Cordelia reminds Angel to talk to Fred, and the fake Angel thinks that Wesley is Fred. He gives the whole "I'm not an ordinary guy talk" to an extremely confused Wesley. When Gunn arrives with food, the fake Angel learns that he was actually talking to Wesley. It turns out the dead men all called the same Escort Company, so Cordy goes off to question them, as the guys are all a bit too enthusiastic about interviewing escorts. Angel is left alone in the office, and begins to systematically destroy the evidence about the dead men. The fake Angel tells Fred to get dressed to go out on the town, confusing her even more. She now thinks that Angel is equally interested in her. In the meantime, Lilah arrives. She has forged building permits for Angel that will get Gavin off of his (and her) back. The fake Angel thanks her, then serves her a drink. One thing leads to another, and Angel and Lilah end up kissing on top of Wesley's desk. Shirts are ripped open, and Fred accidentally walks in. She runs off, upset. Angel then morphs into his feral face, and bites Lilah, not knowing he is a vampire. Disgusted, Lilah runs off. While all of this was going on, the real Angel (in Mr. Roscoe's body) has a heart attack.

Cordy arrives back from talking to the escorts. She hears Fred weeping in the elevator, and learns that Angel was making out with a woman on the desk. When Gunn and Wesley come back, they discuss how Angel has been acting out of character. Wesley links this back to the dead men's behaviour before their deaths; whatever, or whomever, infected them has infected Angel as well. As well, the fake Angel has been reading up on vampires, which clues them into the fact that this isn't Angel.

The fake Angel has finally found a body that won't melt on him. In order to keep it, he must kill the real Angel. He arrives at the retirement home, and confronts the real Angel. He corners the real Angel into a room, but Wesley, Gunn, Cordy and Fred arrive in time to beat the fake Angel. Fred does this with a little more zest than the others. The real Angel chants the spell to switch back into his body, and it is successful. As the gang leaves, Mr. Roscoe begins to have another heart attack, presumably his last.

Angel finally sits down to have a talk with Fred. He lets her know that they are just friends, and Fred lets Angel know that she and Cordy already had this talk. Suddenly, Cordy bursts in, and tells Angel that Willow is on the phone. Buffy's alive. Angel runs into the hotel, leaving Fred to sit alone.