Angel decides it's time for everyone to take a vacation and they go to Las Vegas to visit Lorne. Once there, Fred and Gunn realize that Lorne is actually being held captive by an evil casino owner, Lee. Lorne is forced to read people's destinies and then Lee steals the good ones, leaving the people directionless and sitting in front of slot machines. Fred and Gunn try to rescue Lorne, but Angel is no help since his destiny is accidentally stolen by Lee. A heavenly Cordelia intervenes, making Angel win on his rigged slot machine and helping Angel find the will to fight for his friends. When the gang gets back to Los Angeles, they are surprised to run into a very earth-bound Cordelia... who doesn't know who they are. Angel is still watching over Connor as Connor continues to fight evil vampires. Wesley poaches Angel's clients while Angel is out of town, and talks dirty to Lilah over the phone. The gang finds out that Angel has some experience with Vegas... with Bugsy, the Rat Pack and Elvis. More...

As the gang tries to figure out how to re-ensoul Angel without his soul, Fred and Gunn break up and Lilah crawls out of the sewers to try to convince Angelus to go after the beast. Lilah ends up hanging out at the hotel with the gang while Angelus reveals to Fred that Wesley and Lilah have been sleeping together. Angelus tells everyone that the Beast actually has a bigger and badder boss, and with help from Lilah Wesley realizes that there are references to the Beast in some texts, they just come from another dimension. Cordelia has a vision and performs a spell that re-ensouls Angel. Lorne reads Angel, declares him ensouled, and the gang lets him out of his cage, but it turns out it was just Angelus faking. The gang goes Angelus hunting, leaving Lilah and Cordy alone in the hotel. As Angelus hunts down the two women in the hotel, Cordelia knifes Lilah, letting her know that she let Angelus out of his cage on purpose.

The gang finds Angelus sucking on Lilah's lifeless body, and assume he killed her. Angelus runs off to find The Beast, while Wesley confronts his feelings for Lilah and cuts off her head to make sure she doesn't rise as a vampire. Lorne, with some help from the furies, casts a demon anti-violence spell over the hotel. Connor vows to hunt down and kill Angelus, but Cordy fakes fainting to stop him. After being found by Angelus, The Beast tries to give him orders from his master, but Angelus blows him off. The Beast's master, Cordelia, shows up and assures The Beast that they'll get Angelus on their side. Cordelia and The Beast share a kiss. Wesley helps Faith bust out of jail after asking for her help in capturing Angelus. Faith, who clashes with Connor, confronts Angelus, who introduces her to The Beast. The Beast nearly destroys Faith, but Angelus uses the fight to kill The Beast, accidentally bringing back the sun and preventing himself from being able to finish off Faith. Everyone except Cordelia is pleased to see the sun. Cordelia tells Connor that she's pregnant and now they'll be together forever through their child.

The Beastmaster (Cordelia) starts communicating with Angel as a voice in his head, and threatens him with his soul (which Cordelia has) if he doesn't follow orders. Cordelia tells Connor to keep her pregnancy a secret, and hides in her room so the others won't see her quickly growing belly. Angel stops by the hotel to try to get info on the Beastmaster, and tricks Fred with a fake charm that supposedly counteracts the demon anti-violence spell. Connor, when he tries to attack a fleeing Angel, realizes that he is subject to the demon anti-violence spell, and worries that he is a demon. Fred, who is feeling bad about being tricked by Angel, tries to reconcile with Gunn, but he is not incredibly receptive. Wesley tries to bring out Faith's inner demon so that she can beat Angelus. Faith and Wesley track down Angelus and Faith has a long drawn out fight with him. She reigns herself in as she is about to destroy Angelus, and he grabs her and bites into her neck, threatening to turn her into a monster like he is.

It turns out that Faith spiked her blood with a mystical drug, and both she and Angelus fall into comas. Wesley brings them back to the hotel, and Willow shows up after Fred calls her to assist with restoring Angel's soul. Cordelia, in possession of Angel's soul, tries hard to prevent Willow from setting it free, but gets distracted and loses the soul. In the meantime, Faith and Angelus are trapped together in Angel's memories. When Angel's soul is freed, Angel begins to fight Angelus in his own dreams, while Faith tries to keep from dying. Cordelia plots to get Connor to kill Angelus before his soul can be restored. In his own mind, Angel pleads with Faith to save him, and Faith wakes up out of her coma just in time to stop Connor from killing Angel just as his soul is restored. Faith goes back to Sunnydale with Willow. Cordelia decides to reveal her pregnancy to everyone.

Cordy continues to manipulate Connor while Wesley tries to explain his relationship with Lilah to Fred. Gwen shows up and requests Gunn's assistance with rescuing a kidnapped girl. Gunn is excited to be doing something concrete for a change, but quickly finds out that Gwen set him up as a distraction to help her steal a prototype device from a Japanese businessman. Gunn decides to help her anyway, and finds out that Gwen is not stealing the device for a fee, she actually hopes it will de-electrify her. After barely getting away with their skins, Gunn and Gwen test out the device, and it works. Gwen gets her first real kiss from Gunn. Angel and the gang try to figure out who the Beast's boss was, while also researching Cordelia's clearly demonic pregnancy. They find out nothing about anything, but cleverly set a trap for Cordelia and bust her trying to kill Lorne before he can get his empathic abilities working correctly again and read her as the evil being that she is.

Connor rescues Cordy from the clutches of their friends, and they hide out in an old warehouse in the meat-packing district. Cordy convinces Connor that the gang fears their baby and hates them. She asks for his help in safely birthing their baby, which includes sacrificing the blood of a virgin. The ghost of Darla visits Connor to convince him not to murder the young girl that he's kidnapped, but loses out to an evil Cordelia. In the meantime, Angel hunts down Skip to see if the friendly demon can help explain what's happened to Cordelia. It turns out that Skip is not so friendly, and has been helping the evil being every step of the way. After a knock-down battle, Angel brings an unconscious Skip back to the hotel, and the gang learns from the demon that the last few years of their lives have been manipulated by this evil being so that it could take over Cordelia's body and give birth to itself. Skip accidentally reveals to Angel how to find Cordelia, and the vampire goes out to kill the woman he loves. He finds Cordelia in labor, and beats down Connor to get to her. Just before Angel has a chance to kill Cordelia, a beautiful full-grown woman emerges from her belly in a ball of light. Angel and Connor both fall to their knees in wonderment at her beauty. She kindly calls Angel by name.

The Woman (who we will later know as Jasmine), whose birth leaves Cordelia in a coma, has the amazing ability to turn everyone she meets, including Angel and the gang, into loyal disciples dedicated to carrying out her every command. She explains that she is a being from before the time of main, basically calling herself a god. She seems to be spreading peace and joy, and heading up a war against evil, but one lone stranger, a man named John Stoler, sees that she is evil and tries to attack her. Later, Fred suddenly realizes that Jasmine appears to her as a rotting corpse. Fred visits John in the hospital, where he is confined to a psychiatric ward, and he insists that they have been "called" and must destroy Jasmine. Fred tries to confide her fears to Wesley, but he tells everyone else and they quickly turn against her. Fred makes one attempt to kill Jasmine, which Angel prevents, and then runs for her life. Jasmine prevents the gang from going after her and killing her. The next day, Fred is morosely having breakfast by herself at a diner, and sees Jasmine on TV. Everyone around her in the diner falls to their knees and starts worshipping Jasmine.

The whole world is happy and nice, but Fred is running for her life, being hunted by Wesley and Gunn. The hotel is crowded with Jasmine's followers who all want to be close to her. Occasionally she chooses one or two to accompany her upstairs. Fred, who escapes her pursuers, tries to research mass mind control. Jasmine's powers grow, and she gets a psychic connection with her followers, so that Fred finds herself hunted wherever she goes. Fred eventually takes refuge in a dirt hole with a strange small demon who tries to attack her. She fends off the demon, but the wound on her arm makes her realize that it was contact with Jasmine's blood that made her see Jasmine for what she really was. She goes out into the open, drawing Jasmine to her with Angel, and then sneakily shoots a bullet through Jasmine that then lodges in Angel's shoulder. The spell over Angel is broken, and he gets away with Fred. Jasmine returns to the hotel, heals herself, and "eats" three more people that she brings upstairs with her. Angel and Fred sneak into a comatose Cordelia's room, correctly betting that Cordy's blood will have the same affect, and manage to "infect" Lorne, Wesley and Gunn, bringing them back to their senses. Unfortunately, the "cure" does not work on Connor.

Connor raises the alarm, and the rest of the gang runs away from Jasmine's army and goes into hiding underground. Jasmine secrets away Cordelia and the power of her blood, which worries Connor. Angel and the gang run into some old acquaintences of Gunn's who went underground when the sun went out. Angel helps the kids fight a scary spider demon that has been plaguing them below ground. When Wesley is captured by the spider demon, he learns that the demon comes from another world that has worshipped Jasmine for eons, and that Jasmine's real name holds power over her. Angel kills the spider demon, and Wesley uses the demon's portal key to send Angel to the spider demon world so that he can learn Jasmine's real name. The rest of the gang goes into the fight of their lives against Connor and a Jasmine-possessed National Guard.

Angel struggles to find the temple in the world he has been sent to, and finds himself in a battle of words with the Guardian of the Word, while in a physical battle with the Keeper of the Name, who will only speak Jasmine's real name with his dying breath. Connor and his army capture Wesley and the gang, and bring them back to the hotel on Jasmine's order. Jasmine has Connor guard his friends in the cage downstairs, and they realize that Connor has always seen Jasmine as she really is. After talking to his old friends, Connor worries about where Cordelia is, and finally tracks her down to an abandoned church. He talks to his comatose lover, admitting that he just wanted to believe in the paradise that Jasmine offered. Jasmine plans a world-wide news conference, and eats a huge number of people to prepare. During the conference, Angel reappears, and brings with him the head of the Keeper of the Name. With its dying breath, the Keeper speaks Jasmine's real name, and she loses her beautiful appearance, scaring away all her worshippers and causing chaos. Jasmine attacks Angel to take her revenge, but Connor reappears and kills her. Connor runs way from Angel, who worries that his son has finally given up on everything. Lilah reappears.

As a strange thanks for ending world peace, Lilah comes back from the dead and offers Angel and the gang full control of the completely renovated and re-staffed Los Angeles office of Wolfram & Hart. In the meantime, a lost and confused Connor wanders the city and finally takes a store full of people hostage. Although they are determined not to be swayed, Lorne is impressed by the entertainment talent that W&H represents, Fred is impressed with the science division that she would head-up, Wesley is impressed with the research that would be at his fingertips, and Gunn is very impressed by something involving a black panther that he sees in the white scary room upstairs. It takes some serious convincing, but Lilah finally convinces Angel Inc. to take over Wolfram & Hart by making a deal with Angel and giving him an amulet that could be instrumental in Sunnydale. Angel rescues the hostages and, surprisingly, a still comatose Cordelia from Connor, and Wolfram & Hart magically erases everyone's memory of Connor, including Connor's own. Connor is sent to live with a happy family in the country where he lives the normal life of 17-year-old applying to colleges and teasing his kid sister.