Angel and the group are still getting used to their ownership of Wolfram & Hart when one of their clients threatens to kill all of L.A. if they cannot get him acquitted in court. Meanwhile, the Senior Partners' liaison, Eve, introduces herself, Harmony becomes Angel's secretary, the Senior Partners grant Gunn new talents, and a mysterious envelope has been delivered.

Spike's essence coalesces out of the amulet in the mysterious envelope, but he is now incorporeal. In effect, he is a ghost. For some reason, Spike is linked to Wolfram & Hart and cannot leave L.A. As the gang struggles with this new development, Angel tries to put a dangerous necromancer, Hainsley, out of business. Unfortunately, Hainsley is very powerful and he offers Spike a chance to be made flesh again -- in Angel's body.

 

Angel helps a newly infected Werewolf named Nina, who is being hunted by a mysterious and wealthy organization. Nina is offered shelter at Wolfram & Hart, but when it turns out that the hunters have a mole in the company, Nina's sanctuary may become a trap.

After a series of horrific visions, Spike realizes that he is being pulled away from the material world and into hell. Fred tries frantically to find a way to save him, but soon realizes that there is an outside force that is causing Spike's dimensional shifts. An entity residing in Wolfram & Hart itself.

Lorne prepares the annual Wolfram & Hart Halloween Party. Many of the firm's clients are invited, which worries Angel since so many of them are genuinely evil. Furthermore, many of the clients are familiar with Angel as a Champion of good and are very suspicious. When something causes Angel and company to start acting erratically, they must find a way to stop it before they say or do the wrong thing in front of their skittish (and dangerous) guests.

 

Angel discovers the only remaining member of five ancient evil fighters working in Wolfram & Hart, while researching an Aztec warrior named Tezcatcatl. We are shown this man's life through a series of flashbacks which tell the tale of 'The Luchadors', a family of Mexican wrestlers which helped the helpless until one day they were slain by Tezcatcatl. In the present day, Angel tries to help the last member discover the hero inside which he lost when his family were killed.

 

Cyborg assassins attack the offices of Wolfram and Hart for a magical device that will give them control of Angel. Wesley is surprised by the arrival of his estranged father, who has come to evaluate Wesley for possible reacceptance to the Watcher's Council.

 

When another mysterious package arrives at Wolfram & Hart that recorporealizes Spike, the gang learns that the existence of two living ensouled vampire heroes has created chaos in the world. After Eve tells them about a prophecy that states that the only way to restore order is to find the Cup of Perpetual Torment that bestows human life, Angel and Spike battle it out for the ultimate prize. A series of flashbacks show the history of Angel and Spike and their relationship with Drusilla.

 

When another mysterious package arrives at Wolfram & Hart that recorporealizes Spike, the gang learns that the existence of two living ensouled vampire heroes has created chaos in the world. After Eve tells them about a prophecy that states that the only way to restore order is to find the Cup of Perpetual Torment that bestows human life, Angel and Spike battle it out for the ultimate prize. A series of flashbacks show the history of Angel and Spike and their relationship with Drusilla.

 

A mysterious stranger approaches Spike claiming responsibility for recorporealizing him in a mission to guide Spike in supplanting Angel as the new vampire champion. Meanwhile, Angel is racked by intense fever dreams and hallucinations of his worst fears intensifying his worries that he will lose authority to Spike.

 

When an emotionally unstable woman, Dana, escapes from a psychiatric ward, Angel learns that she was tortured as a child and is now searching for her tormentor. Andrew, a watcher-in-training, arrives from Sunnydale with surprising information about Buffy and to inform the group that Dana is also a vampire slayer.

 

Cordelia wakes up from her coma and is shocked and unhappy to discover that Angel and the gang are no longer fighting Wolfram & Hart, they're running it. When she realizes that Angel has lost his conviction to be a hero, she gives him the information and support he needs to get back on track.

Meanwhile, while Angel has security keeping an eye on Eve, her partner "Doyle" prepares to bring about Angel's demise.

 

Lawson, a mysterious man from Angel's past, arrives at Wolfram & Hart and takes the gang hostage. Through flashbacks to World War II, it is revealed that Angel worked with the U.S. Navy to recover a captured German submarine with American sailors on board. The ship also has a secret cargo, a dangerous trio of vampires, including Spike, who were kidnapped by the Germans and forced to help the Nazis. When the sub comes under attack, Angel saves Lawson's life by turning him into a vampire. Now, sixty years later, Lawson has arrived at Wolfram & Hart seeking revenge.

 

When a several children are hospitalized after watching a TV show called 'Smile Time' Angel goes to check out the studio only to be turned into a puppet. Now Angel and the gang have to stop a group of evil puppets from stealing the souls of children and return Angel back to normal.

 

When Fred opens up an ancient sarcophagus that was anonymously sent to her, she is infected by a mysterious parasitic demon called Illyria. Angel and Spike learn that Illyria is an ancient demon who existed before recorded time, and they must race to return her to an ancient demon burial ground before she kills Fred and thousands of other innocent victims.

 

Angel and Spike return from England defeated, knowing that the ancient demon Illyria has completely taken over Fred's body and soul. Upon learning that Knox and Gunn have each contributed to her demise, Wesley is bent on revenge and Angel tries everything to restore Fred, including calling on an old friend from Sunnydale. Meanwhile, Illyria tries to locate an ancient temple where she believes she will find an army ready to help her destroy mankind.

 

Hoping that Lindsay has information on the Senior Partners' ultimate plans, Angel, Spike and Gunn track him down in a bizarre and terrifying suburban hell. Meanwhile, a nearly invincible stranger sent by the Senior Partners, infiltrates Wolfram & Hart looking for Eve.

 

Angel resists the appeal of parents seeking help from Wolfram & Hart regarding their son's supernatural abilities after he discovers that the boy is his son, Connor. Despite his reservations, Angel is forced to bring Connor into conflict with an old adversary, Sahjahn, to prevent his son's memories from being restored. Meanwhile Wesley uncovers a mysterious deal struck by Wolfram & Hart that threatens the secret Angel desperately wants to protect.

 

When Illyria's powers become unstable and cause her to erratically jump through time, she learns that the gang intends to kill her. Upon returning to the present, Illyria decides that she must kill everyone else before they are able to attack her. Angel, caught in Illyria's time distortion is pulled into the past and must find a way to alter the course of events.

 

Angel and Spike travel to Rome with plans to rescue Buffy from their old nemesis The Immortal. While in Italy, they also attempt to retrieve the head of a fallen demon leader to prevent a perilous power struggle between several warring demon clans.

 

Drogyn arrives in L.A., badly wounded, to point the finger at his attacker. Wesley discovers a strange symbol in one of his books which turns out to be the mark for an evil, secret society. The circumstances of Fred's death come into question, and as Team Angel tries to figure out who is responsible they begin to fear that their leader has become corrupted by the power Wolfram & Hart have given him.

 

As they prepare to confront the Circle of the Black Thorn, the representatives of the Senior Partners on this plane, Angel and company spend the day as if it will be their last. Then, with their affairs in order, our heroes set forth to face their greatest challenge yet.