At Wolfram & Hart, Knox accepts a delivery of a mysterious sarcophagus. Fred touches the lid and a puff of air is released which makes her cough. Later, she meets Wesley and kisses him, thrilled they are finally a couple. Lorne starts singing a song and Fred joins in. Lorne immediately realizes something wrong and Fred coughs up blood and faints.

When Fred wakes up, the whole team is waiting for her and assures her that she will be okay even if they don't know what is wrong with her. The gang does research on the sarcophagus and Gunn goes to talk to the Senior Partners who are tired of him and refuse to help him. Angel, Spike, and Lorne go to Lindsey's apartment where they find Eve. She says she knows nothing about what is happening to Fred and that she hasn't heard from Lindsey. She sings a little bit of a song and Lorne says that she is not involved but informs Eve that her future is not very bright. She tells them that there is no record of the sarcophagus because it is part of the Old Ones. She suggests looking at the Deeper Well. Once back at the office, Wesley tells everyone that the demon Illyria is hollowing out Fred in order to use her a shell to return to the world.

Wesley finds Fred in the lab attempting to work on her case. She is now scared she may actually die and asks Wesley to take her home. He takes her home and tries to comfort her and reads to her as she continues to weaken. Meanwhile, Angel and Spike arrive and meet with the keeper of the Deeper Well, Drogyn. Angel knows him.

Gunn talks to Knox who slips up and admits that he is one of Illyria's acolytes. He informs Gunn that this has been in motion for millions of years and there is nothing they can do to stop it.

Drogyn informs that if Illyria leaves Fred now, it'll kill every person between L.A. and the Deeper Well. Angel realizes that he can not allow that many people to die in order to save Fred. Both he and Spike are helpless in knowing that they can not save Fred.

At Fred's apartment, Wesley holds Fred as she dies. Once she dies, she begins to convulse and throws them both to the floor. Fred rises in the form of Illyria and says "This will do."

This episode originally aired on February 25, 2004.