As Angel's behaviour grows increasingly hostile, his friends learn he's associating with members of an evil secret society, and may have deliberately engineered Fred's death.
While Angel and Spike to go Italy to retrieve the head of a demon mobster (and save Buffy from a new suitor), Fred's parents arrive at Wolfram and Hart, looking for their daughter.
As Angel and Hamilton urge Wesley to get rid of Illyria, she suffers a cataclysmic physical breakdown; and Gunn clashes with Angel over the enforcement of an evil demon contract.
Angel, Gunn and Spike rescue Lindsey from a suburban hell dimension; Lorne and Eve are pursued by a representative of the senior partners; and Wesley consoles Illyria, who hates her new world.
Mourning Fred's death, Angel and his friends vow to find a way to bring her back, which leads to a confrontation with the ancient god Illyria, who now occupies Fred's body.
After being breathed on by an ancient sarcophagus, Fred contracts a mystery illness and lies near death while Angel and his friends try to figure out what's wrong with her.
While Nina the werewolf show romantic interest in Angel, he investigates a demon-infested children's television program and gets turned into a puppet; Gunn makes a deal to keep his newly implanted mental powers; and Wes and Fred's relationship heats up.
When Lindsey returns and tries to defeat Angel using a secret "failsafe" entity created by the Powers That Be, Cordelia emerges from her coma to help save Angel.
When Spike is talked into taking up the good-deeds business, Eve lets loose a soul sucking parasite on Angel, who then suffers disturbing feverish hallucinations as he sleeps.
When Harmony wakes up next to a dead man with vampire bites in his neck, she's afraid she lost her head and killed him... but she can't remember doing it.
After Spike receives a strange package, Wolfram and Hart employees are possessed by evil... while Angel and Spike are set against each other in a quest that brings their 100-year-old rivalry to a head.
While losing heart for his own career as a hero, Angel befriends a disheartened, elderly hero, and battles an Aztec warrior who literally eats the hearts of heroes.
After being menaced by a series of gruesome ghosts no one else can see, Spike finally comes face to face with the spectral being who's been trying to drag him into hell.
Some old acquaintances come back into Angel's life as he and his friends begin running Wolfram and Hart and try to figure out why they've been selected to do so.