When Lorne gets his sleep removed to prepare for the firm's Halloween party, he doesn't realize the consequences. At the party, everyone is mystically compelled to do what he tells them; Spike is thinking positively, Gunn is "marking his territory", Angel and Eve get a room, and Wesley and Fred are drunk. Things get worse when the sleep-deprived Lorne's empathic subconscious begins manifesting itself as a huge demon.

The Team have reason to believe that Angel has been utterly corrupted with power when they find evidence that he has joined the Circle of the Black Thorn, the most evil of secret societies. Wesley, Gunn, Spike, and even Illyria discover some surprises when they urge Angel to side with the forces of Good again.

In the series finale, Angel reveals that his questionable moral behavior has been part of a bigger plan: to destroy The Circle of the Black Thorn and show the Senior Partners that the power of good can still make a difference. Wesley struggles with helping Illyria adapt to the world, scolding her for her attempts to take on Fred's form. As Gunn continues his quest of self-discovery, Lorne becomes more aware of the lack of happiness in the world. Harmony attempts to seduce Marcus Hamilton for information, Lindsey makes an important decision regarding his alliance, and Eve continues to deal with being mortal. As Spike comes closer to understanding the nature of heroism, Angel pays a visit to the one person he truly loves. On Angel's bidding, the gang goes out and spends each day as if it were their last...