Cordelia, Wesley and Gunn work down in the lobby while Fred attempts to join them. She exchanges small talk with Cordy and indicates how much she likes Angel.

Angel asks who wants to join him for a double feature at the movies, but only Fred is interested and the two go off - with Angel making a parting shot about how stay-at-home the others are.

At an expensive hotel, a young man is in bed with two women and enjoying being young and virile. He takes a brief break for a drink but before he returns to the bed, he stops and begins chanting before collapsing into a puddle of skin, leaving the women screaming.

Fred boasts about her date with Angel, not realizing that it really wasn't a date. Cordelia privately confronts Angel about Fred, telling him forcefully that he needs to tell Fred that he can't just let Fred think there's something there when there really isn't. Angel goes to talk to Fred, but at the last minute changes the subject to a news story about the young, dead man at the posh hotel.

Wesley has articles on similar cases leading Angel Investigations to begin investigating.

Gavin and Lilah talk about his plans for Angel. Lilah is annoyed by him and doesn't think he stands a chance against Angel with his supposed legal methods.

The gang reviews information about the deaths, finding that all the men died in expensive hotel rooms. They split up on different tasks while Fred is left behind. Cordy and Angel check out a health club all the men belonged to and question employees and members about the victims.

Angel spots a retirement home across the street of one of the workout rooms and someone looking through binoculars inside one of the rooms. He visits the elderly man who lives in that particular room, Marcus Roscoe. Angel's invited in and the two discuss the view Marcus has into the health club. Angel notices some supernatural paraphernalia a bit too late as Marcus begins to chant and the two switch bodies.

Marcus (in Angel's body) knocks Angel out and leaves to enjoy his new young body. He's met on the street by Cordelia who drives him back to the hotel, Cordy notices the flirty attitude as he comes onto her and thinks that by "hotel" she means they're going to get a room together.

There is continued confusion as he realizes the hotel is for work, not pleasure, tries to figure out who is who and questions whether the body he's possessing is gay.

Angel wakes up at the retirement home and struggles downstairs to call the hotel. He starts to leave a message before Marcus picks up the phone and the two converse about the present situation.

Ryan, one of the attendants at the home stops Angel from using the phone and bans him from the privilege while Marcus destroys the answering machine tape of their conversation. Ryan takes Angel back to Marcus's room, checking to make sure the elderly man knows his name. He mentions that Marus has been saying that he's a snowboarder or a businessman (the people Marcus has swopped bodies with) and it's not something the home looks kindly on.

The next day, the office is a mess and Marcus is asleep at Wesley's desk. Cordelia is worried by his behavior, but still reminds him he has to talk to Fred about just being friends. The name confuses Marcus and when Wesley enters the office, Marcus tells Wesley that he's not into that sort of thing anymore.

The confusion persists as he later finds out Fred is female and then mistakes Gunn for a delivery person when breakfast is brought by. Marcus eats one of the breakfast burritos and is met with looks of confusion when his friends notice he's eating actual food, Marcus tries to cover up the faux pas.

They discuss the information Gunn found at the hotel and when an escort service is named as the only place phone calls were placed, Gunn and Wesley argue over who gets to investigate it. Cordelia ends up taking that particular outing - if only to get some actual informaton (rather than glazed looks and drolling) - while the guys check out the coroner's office.

Angel continues to plot his escape from the retirement home but has a difficult time pulling it off in his old body with various obstacles in his way, like stairs and guards and stuff.

Meanwhile, Marcus destroys all the evidence from the case. When Fred comes downstairs and finds Marcus in the office, he hits on her and suggests they go out. As Fred changes, Lilah visits the hotel--not knowing that Angel is now Marcus--and offers the necessary paperwork to end all of the hotels legal problems.

Marcus is more interested in her and the two end up having drinks and making out on the desk. Fred returns to witness this and leaves, hurt. Marcus unintentionally bites Lilah, not realizing he could do that but quite excited by it. Lilah doesn't appreciate it and leaves.

All the while, Angel attempts another escape from the retirement home by pulling the fire alarm, but has a heart attack.

Cordelia returns from the escort service to find Fred crying. Cordy offers comfort, thinking Angel talked to her about being friends, but is really confused when Fred mentions Angel making out with a woman.

Marcus picks up a woman at a bar and the two make out against a wall outside. The woman's boyfriend and a couple of others catch Marcus as he bites the woman and a fight ensues. Marcus learns of his super strength and realizes his eternal existence in this battle. He's pleased to be immortal and leaves the woman to her boyfriend in favor of making sure he keeps the young body forever - although jumping off the side of the building probably isn't really the best way to do this.

The Gang question Angel's behavior again and after debating the possibility of Angelus's return as well as informing Fred of Angel's evil side, they realize that Angel may have been affected by the same thing that killed the other men.

They all head over to the retirement home, where Cordelia suspects this change began, to hopefully rescue Angel. Marcus visits Angel at the home, posing as a son of the elderly man. Away from Angel attempts to get the upper hand on Marcus, but the younger body easily takes control. Marcus tries to kill his old body so he can stay young forever but the rest of the gang show up and attack Marcus until he's down for the count.

Fred hits him once more with a bat...just to be sure and gets a little revenge while she's at it, Angel is a bit upset because he'll be the one waking up with a headache.

Angel finds the spell to reverse the magic and is soon back in his real body.

Marcus is far from pleased to have his old body back and his curses follow them out of the building.

Angel talks to Fred at the hotel later, but finds that Cordelia's already taken care of the difficult part and Fred knows there's no romance between them.

Just when the mood is down, Cordelia charges out into the courtyard to announce that Buffy is alive.