Cordelia is getting ready for a night on the town when Wesley turns up looking for evil to fight. Cordelia is waiting for her friends Serena and Emily to turn up so they can go out. When they do arrive Welsey tries to make a good impression, the two girls are rather taken by his Hugh-Grantness. Cordelia is excited because she is going to be out with Wilson Christopher, an up and coming photographer who she has been modelling for.

Angel gets all protective, wanting to know what this guy is like. Cordy tells him not to worry, he's a nice guy. She is about to leave when she gets a vision. She collapses behind the desk and Angel and Welsey cover for her. Their cover isn't very good though and Cordelia's freinds end up thinking that Wesley and Angel are gay. Cordelia's vision concerns some nasty creature hatching in someone's house and an address. She scribbles down the address and goes out with her friends, leaving the boys to fight the evil.

Angel and Wesley head out to the address, all looks quiet and when Wesley kicks the door in they discover that they have the wrong house. They apologise, realising that the house they want is next door and say that they are pest exterminators before making a hasty getaway. They go next door and kill the demon that was hatching from it's egg.

At the posh club Serena and Emily watch as Cordelia chats with Wilson. They are getting on really well. Wilson tells Cordy that he's going to buy Serena a present for introducing him to her. Later that evening, Wilson takes Cordelia home and after a brief goodnight kiss she invites him to stay the night.

Phantom Dennis, however, doesn't like this new man and makes his feeling perfectly clear by turning up the romantic lighting and changing the romantic music to a funky polka. Cordelia threatens Dennis, but as he's already dead he's got nothing to worry about. Wilson doesn't seem to mind the strangeness - which Cordelia puts down to faulty wiring and they end up in bed together.

The next morning Cordelia wakes up having overslept. Wilson is gone. Cordelia sits up in bed and realises that something is wrong. She pulls down the bed covers and sees that she is nearly nine months pregnant.

Angel drags Wesley around to Cordelia's house, because she hasn't turned up for work and she's not answering the phone. Wesley isn't sure whether breaking into Cordy's house is the right thing to do, but Angel ignores him and breaks the door in anyway. There is no sign of her as they check the rooms, leaving the bedroom to last. Angel opens the door and they are both shocked at Cordelia's new addition. She tells then that she wants to wake up from the nightmare now. Angel calms Cordelia down and asks her what happened to Wilson. Cordelia bursts into tears and tells Angel everything. He asks her to key in Wilson's phone number and he'll speak to him. However, Wilson's number has been disconnected. Angel tells her not to worry and he'll sort everything out. Angel contacts some sources and discovers that there is absoltuely nothing on Wilson, it's as if he's disappeared off the face of the earth. Cordelia isn't left alone though. Phantom Dennis makes an appearence with tissues and comfort.

Angel tells Wesley to take Cordelia to the doctor and make sure that she is okay while he tracks down Wilson. Both men come to the conclusion that Wilson is a demon that can only reproduce with humman females, and the odds of the mother-to-be surviving the birth is low.

Angel goes to the bar Cordelia went to with her friends to try and get some information. The bartender tells him that Serena ruled the group that Cordy hung with and asks why Angel is so concerned with Cordelia. He tells he is family. So Angel gets Serena's address and goes to her place to see if she has any information on the missing Wilson. He's in for a shock though as it turns out that Serena is also very pregnant and her boyfriend has also disappeared.

At the doctor's office, it is revealed that Cordelia is eight and a half months pregnant and due to drop at any moment. They do an ultrasound which reveals the presence of at least seven heartbeats and more distrubingly they see what the babies look like. The doctor takes some amniotic fluid and makes a hasty departure when the fluid turns out to be acidic. Welsey decides that he should take the mum to be back to Angel's place.

Cordelia realises that Wesley is frightened of her babies. She tells him that the babies are trying to communicate with her but she can't make out what they are saying.

Angel comes back from Serena's to check on Cordelia and tells Wesley that he thinks he knows where Wilson and his Buddies are hanging out. As Angel leaves they walk past the kitchen where Cordelia is drinking from a beaker of blood. Angel tells Wesley that he never knew how disgusting that was. Wesley uses the ultrasound scans to identify the demon that Cordelia has been impregnated by and it's not a pretty sight. Cordelia comes over to have a look and when she realises that Wesley wants to harm her babies she knocks him out with a book. The demon is communicating with her and her gaze goes all glazed as she leaves Angel's apartment.

Angel finds Wilson and works out from what Wilson is telling him that the demon is using these humans to impregnate the women and in return they get power and money. Wilson tells Angel that he knows too much and shoots Angel, but as we all know bullets have no effect on the vampire and kicks some demon-possessed bottom.

Cordelia is walking, trancelike, through a disused warehouse and joins up with a number of pregnant women. This is where the demon lives.

Angel rings Welsey, who is just regaining consciousness and tells him that he knows where the demon lives. Wesley tells him that Cordelia knocked him out and has gone to meet the demon. they work out that if the demon is killed so will the babies without any harm coming to the mothers. They agree to meet up at the warehouse and Wesely tells Angel that the demon is very very big and difficult to kill. Angel has a plan though and cryptically asks Wesley is he is a good shot.

The pregnant woman all dress in white gowns and settle down in a large pool to have their babies. Wesley shows up and tries to get Cordelia to leave but she won't go. The demon shows up and Welsey challenges him to a fight. Just then Angel shows up with a large canister of liquid nitrogen. He throws it at the demon who catches it and looks at it with a puzzled look. Wesley pulls out a gun and shoots the canister, freezing and killing the demon. The mothers all scream as the babies are killed. Cordelia gets out of the pool and throws a pulley at the demon smashing it into a million pieces.

A few days later, Angel and Wesley are tidying the office ready for Cordelia's return. Angel has bought her some magazines and Wesley is making sure that everything is in its proper place.

Cordelia walks in, seemingly alright and is rather touched at the effort the boys have made for her. She tells them that she is fine and that she wanted to come back to work. She says that she learnt a valuble lesson from all this: men are bad - no she already knows that; and that sex is bad - Angel grins and says that they all know that. Cordelia says that she learnt that she trusts Angel and Wesley more than anyone else in the world. Both of them are touched by the sentiment, especially Wesley who 'gets something in his eye' (aww bless)