Fred's world was falling apart. Charles was a killer. Angel and Cordy and Connor were locked in some unholy love triangle. The only decent person she knew was Wesley. He was level-headed, dependable, above the tawdriness. She went to his apartment to talk with him.

[Fred opens door, walks in. She catches Wes and Lilah in the act. Lilah's on top. She's wearing glasses and has her hair in pigtails. Fred puts her hand to her mouth, as if nauseous.]

FRED: Oh no. Welsey? With her! And since when did she wear glasses? And why's her hair like that?

LILAH: Wha hello ya'al. How's miss suga magnolia doin' today?

FRED: Oh God. Oh dear God. Wesley, you sick bastard! [runs out]

WES: [gets out of bed] Fred wait. Please, I can explain.

LILAH: [gets dressed] I'd like to hear that explanation. And I don't think running naked after her will help convince Fred that you're not some twisted deviant pervert.

WES: This is what you wanted all along, isn't it?

LILAH: Now she knows what kind of a man you REALLY are. [puts shoes on] By the way, I'm going to kill Gavin but I'm not sure how. Should I feed him to the Beast, or wait for Angel to lose his soul and snack off him?

WES: Angel is not losing his soul.

LILAH: Don't be so naive. You know it's not a question of IF Angelus will reappear. It's only a question of WHEN. [Lilah walks out]

[Back at hotel. An outraged Fred has told Gunn, Angel and Cordy. Cordy's in the bathroom throwing up.]

FRED: I think Cordelia took the news hardest of all.

CORDY: [comes out of bathroom] Wes and Lilah, that's gross, but entirely unrelated. I've been sick and throwing up the past few mornings. I think I'm coming down with something. [Wes enters. Gets very cold stares from everybody.]

WES: Before you tear into me, try to consider this from my position.

CORDY: I'd really rather not.

WES: I had been abandoned by my friends when I was at death's door. Told that the people I care about no longer wanted me around. I was alone. I was depressed. And then she shows up. Can any of you blame me?

FRED: And exactly where does dressing her up like me fit into this scenario where we're supposed to feel sorry for you?

WES: I did no such thing.

ANGEL: So Lilah's changed her look? Hard to picture her at work in pigtails.

WES: That was her idea. I didn't even enjoy her little games.

FRED: You seemed pretty happy to me.

WES: So it's not the sleeping with the enemy aspect that has you all in a tizzy. Just my toleration of Lilah's sick sense of humor.

GUNN: Naw, for me it's both. Sure, the dress-up makes me want to punch your lights out. But knockin' boots with evil

WES: You're impressed. [everyone looks outraged] All of you. Admit it. Good and evil aside, you thought she was out of my league.

CORDY: Okay, sure, perhaps. But that doesn't mean it's something you should be proud of.

ANGEL: After all, she only went for you because she couldn't have me. Not like she's the only one who's done that sort of thing lately. [Cordy slaps Angel]

CORDY: That's low.

ANGEL: Sleeping with my son, THAT's low. Never knew robbing the cradle could be taken literally.

CORDY: This from a man whose last girlfriend was 16.

ANGEL: How dare you.

FRED: How dare she? Angel, you're a dirty old man!

ANGEL: Old, by one definition, yes. Dirty, absolutely not.

GUNN: Damn dawg. Never knew you freaked it like R Kelly.

ANGEL: Can I get a translator over here? What did he just say about me?

WES: You don't want to know. And Cordelia, you know better than to misrepresent the past like that. You know it's both unfair and wrong to use Angel's ex to impune his character.

ANGEL: Thank you, Wesley.

FRED: A character reference from Wesley. That carries a lot of weight! This is just what I'm talking about. You're all depraved deviant perverts.

GUNN: Hold on. You know I ain't no depraved deviant.

FRED: True. You just take a human life like it ain't no big thing. You're the last guy I thought capable of committing cold-blooded murder. If I wanted to whack my prof, I woulda called Connor. [Connor appears right in front of her] Connor! Where did you come from? And when did you start wearing leather pants? [Angel looks at Connor. He's wondering the same thing.]

CONNOR: Someone has to wear the pants in this family, and you have to admit it, dad, it's so much easier when I do things for you. By the way, now that I'm man of the house, if there's ANYTHING I can do for you, dad. Any responsibilities I can perform. Anything I'm not already doing. [Cordy punches Connor in the face.]

CONNOR: Always do like training with you. But are you comfortable doing this in front of the others? [Cordy hits Connor in his nose. It starts bleeding] Didn't know you were into the rough stuff. By hey, I'll give it a try.

CORDY: When did you become such a jerk? You used to be so sweet and kind, but ever since . . . ever since we . . . Oh no. I don't believe this. It runs in your family! How is that even possible?

WES: He's not cursed. He's 18. You thought sleeping with a teenage boy would make him LESS obsessed about sex?

CONNOR: I'll go where I'm wanted. [pulls out business card] Met this woman the other day. Told me her name was Mrs. Morgan. Gave me her cell and pager numbers. Said I could ring her up whenever I wanted. Maybe I'll go do that. [Connor exits]

WES: [looks wounded] Lilah. I don't believe it.

ANGEL: Come on Wesley. Don't tell me you didn't see this coming.

WES: Least I had her before he did. Which is more than I can say in your case.

FRED: Aaaiiiigghhhhh!!! You selfish, immature, disgusting swine. I've had it with you men! [she walks out. In the courtyard she bumps into a red-haired stranger.]

WILLOW: Sorry. Didn't see you there.

FRED: No. It's my fault. Are you a prospective client?

WILLOW: No. I went to high school with Cordelia. I was in town and came by to say hi, and to see if Angel had any insight on our present Big Evil, since it kinda had it in for him before he came to LA. Are they in?

FRED: Yeah. But things are kinda crazy.

WILLOW: Yeah well, things are always crazy where I come from.

FRED: Angel's in love with Cordy, but she slept with Angel's son.

WILLOW: [jaw drops] They're never that crazy. And that's saying A LOT. I guess I should have called first. Or at least called once in the last year. Guess there's a lot I need to catch up on.

FRED: This is when I have that meal in between brunch and lunch. I know a nice diner round the corner. Care ta join me? I could get ya all caught up.

WILLOW: Sounds nice. I'm Willow by the way.

FRED: I'm Fred, short for Winifred.

WILLOW: So Fred, you work for Angel?

FRED: Yeah. Though right now ahm none too happy with things round the office. The men jus' keep doin' the most disgusting, vile things. Right now I just wish I could do without em. You know what I mean?

WILLOW: [smiles] Do I ever. [they walk off to the diner]