Inside Cordelia's apartment.
Wesley is holding a black and white photograph of a 1920's hotel building.
Wesley:  "The Hyperion Hotel.  It appears to be abandoned."
Angel:  "68 rooms, 68 vacancies."
Wesley hands the picture to Angel:  "California Spanish, deco influence - I'd say built in the late 1920's"
Angel:  "That'd be my guess.  It's just west of here in what used to be the heart of Hollywood. No telling how long it's been empty."
Cordelia comes out of her kitchen carrying a tray with two cups and a tall glass on it and sets it down on the table.
Wesley:  "From the look of it - years."
Angel:  "Hmm."
Cordy hands Wesley a cup: "English breakfast tea. (sets the other cup on the table) Coffee. (hands the tall glass to Angel) O-pos."
Wesley sits down:  "Do we suspect it's current condition is due to more than just the tourist trade drying up?"
Angel: "Yeah."
Angel looks at the dark liquid in his glass.
Cordy:  "Something the matter?"
Angel:  "I - uhm, I-I think its gone bad.  It's starting to coagulate."
Angel sets the glass down.
Cordy:  "Huh? (Cordy picks it up to take a closer look at it.) No.  That's cinnamon. (Hands it back to Angel, who gives her a look.)  What, I can't try something?"
Wesley:  "Uh, what's the interest?"
Angel:  "I need you two to look into the history of it.  Find out who owns it now and why they are letting it stay empty like that."
Wesley:  "Who's the client."
Angel:  "There is no client.  (Starts to leave)  I'll check back with you later to see what you found out."
Cordy sits down:  "Cryptic much?"
Wesley:  "Angel, this is more than just a sudden interest in real estate."
Angel putting on his jacket:  "You'll have to access police files.  Focus on cold cases, homicides, unsolved missing persons.  Start at the beginning, take it up to the present day."
Wesley:  "You believe whatever made this place its home did so for some time."
Angel:  "Probably right up to the end."
Cordy and Wesley look at each other as Angel walks out the door.

Cut to a black and white shot of the hotel behind a fence with a sign reading "Melman Realty & Development 555-0157."
The camera pulls closer, passing through the fence.  Two old style cars drive down the street in front of the hotel as color slowly fades back into everything.
Blend into a bellhop opening the door of the hotel - people walking through the lobby - pan over to the hotel's desk and the manager sorting through some envelopes while a bellhop leans on the counter beside him.
Manager:  "Returned mail from 315.  Mr. Ferris really must stop writing to his mother postage-due. (The bellhop picks up the letters from the counter while the manager takes a bottle out of his jacket pocket) Mrs. Miggin's breakfast from Val's liquors. (Hands it to the bellhop)  Make sure she makes this one last.  They've cut off her credit... And (hands the bellhop a silver tray with a piece of paper on it) the weekly bill for 217."
Bellhop:  "W-w-why me?  I did it the last time! (The manager is unmoved)  Guy gives me the heebie-jeebies.  - How about instead of this bill I deliver an eviction notice?"
Manager:  "We can not evict residents on the grounds of the heebie-jeebies. Now, if we did - we'd have to shut down, wouldn't we?"
Bellhop:  "Ever look into his eyes?  -  There's nothing there."
The manager laughs at him and the bellhop reluctantly gets going.

We see the elevator arrive and open on the second floor.  The bellhop just stares down the dingy hallway until the door is about to close on him.  Puts his hand between the doors, then takes a deep breath and holding the platter out in front of him slowly marches down the hall to 217.  Takes another deep breath and knocks on the door ever so softly.
Bellhop in low voice: "Hello.  Bellman.  Anybody home? - Okay, I guess you've gone out, so... (Hears a slight noise from inside the room and quickly sets the tray on the floor in front of the door) I'll just leave this, you know, outside your door, and you can pick it up when its, what you call, more convenient."
Quickly heads back to the elevator, gets inside and repeatedly pushes on of its buttons.
Bellhop:  "Come on, come on, come on."
The door of 217 opens and the bellhop glances around the closing doors as we see a hand pick up the bill. The camera pans up a pair of dark slacks to a red shirt hanging open over a white T-shirt and up to the man's face.  It's Angel, with his hair slicked to the side.

Intro.

We see the outside of the abandoned Hyperion hotel during the day, then cut to the deserted lobby inside.  It's the same place Angel found at the end of the last episode.
Angel comes up out of the basement and looks around. We hear a tinny sounding voice, like from an old-style radio or television.
Voice:  " ...that I have to teach this committee the basic principles of Americanism..."
Gavel bangs and another voice interrupts:  "That's not the question!  That's not the question.  The question is: are you know or have you ever been a member of the communist party?"
First voice as we go back in time to people watching the McCarthy hearings on television in the hotel lobby:  "I'm framing my answer in the only way that an American citizen can frame his answer to this question..."
Interrogator: "Then you don't deny..."
First voice continuing: "...which is completely invasive..."
Man waves dismissively and walks away from the others still watching.
A guy runs after a young blonde storming across the lobby.
Guy:  "Ah, come on, honey!  How do you think Lana Turner got started?"
She keeps going - past Angel as he picks up a newspaper as he passes a table and glances through it while he walks across the lobby in the other direction.
Bellhop as Angel passes him:  "Uh, no messages for 217."
Angel ignores him.
The bellhop steps behind the counter as the manager rings the bell and hands something to a bellhop to take to 515 then returns to speak to someone standing in front of the counter.
Manager:  "Yes, I understand what the sign says, but it's wrong.  We really have no vacancies at the moment."
The camera pans around to reveal that he is talking to a well-dressed family of blacks.
Father:  "You're kidding. The sign is wrong.  Sure it is. Come on"
Camera pans past them to show us Angel stepping into the elevator, carrying the newspaper and a brown paper bag.

He steps out of the elevator. There is a man in a suit standing in the hallway.  Angel walks past him and takes out his keys as a door further down opens and two men step out.  One fully dressed the other in a housecoat (looking vaguely like Rock Hudson), both of them laughing.
Actor:  "Oh, wait, wait. (Straightens the others jacket) There we go.  You look awesome Larry. (They see Angel looking at them and they step apart and shake hands) Good night."
Larry walks down the hall and Angel and Actor look at each other for a moment before they both step into their rooms.
Angel drops his keys and newspaper onto a table and takes a bottle of blood out of the brown bag and sets it beside them.  Goes to fill the ice-bucket out in the hallway.  Sees a salesman standing in the hallway, talking to someone hidden around a corner.
Salesman:  "Yes. - Yes.  - Yes.  - I understand. -  Of course. (We hear some overlapping whispering voices) I am."
Angel fills his bucket and looks down the hall to see a guy banging on a door, when he looks back the Salesman is gone.
Angel walks past the man, still standing in front of the closed door and enters his room. Locks the door, sticks the bottled blood into the bucket.  Senses another presence in the room with him, and puts the lid on the bucket before turning around.
A dark-haired young lady wearing a light floral dress steps out of the bathroom.
Judy:  "I'll be finished here in just two shakes, sir."
Goes over to the bed to straighten the sheets.
Angel:  "You're not the maid."
Judy:  "I-I don't know what you mean."
Angel:  "You're not a maid in this hotel.  There is no cleaning trolley outside the door. Those sheets are dirty. (Steps closer to her and she quits fiddling with the sheets) and you're the wrong color."
Judy turns to face him:  "I'm sorry.  - Uhm, the door was open, and I was just... I-I didn't mean..."
Angel:  "I've got nothing here to steal."
Judy:  "No.  I wasn't trying to steal from you.  Honest.  I can explain."
Angel:  "Not interested. Just go."
Judy:  "Uhm - I can't."
Angel takes a hold of her arm and drags her towards the door:  "I'll help you."
Judy:  "Uhm - uhm - my-my boyfriend, he's kind of the jealous type..."
Angel:  "Maybe you shouldn't go wandering into other men's rooms."
Judy:  "Wait, please!  He can't find me."
There is a scratching noise and Angel looks at the door.  The lock is slowly turning.  Angel pushes Judy against the wall so she'll be behind the door and opens it.  The guy that was banging on the door in the hallway is kneeling on the floor a lock-pick in his hands.
PI gets up:  "Where is she? (Angel just looks at him)  Look pal, this really isn't something you want to get involved in."
Angel:  "That's true.  Which is why you're gonna turn around and go away."
PI:  "Sorry, I can't do that, partner.  Because I know you're hiding her in there."
Angel:  "I'm not hiding anybody."
PI:  "No?  - Then why don't you send her on out here.  That way I don't have to come in there and get her."
Angel:  "You're not coming in here."
PI gives a short laugh and takes off his hat.
PI:  "You won't mind if I just come in and take a look around then."
PI pulls his jacket aside revealing a gun in a holster. Angel looks at it, then back at the PI, finally he lets go of the door.  The PI puts his hat back on and saunters into the room - only to have Angel slam the door against his face.  The PI stumbles back holding his nose, groaning in pain.
Angel:  "Gee, I guess I do mind,"
The PI tries to go for his gun, but Angel twists his arm up and takes a hold of his ear and escorts him down the hall to the elevator.  The elevator opens just as they get there, revealing the bellhop and a cart of luggage.  Angel throws the PI into the elevator.
Angel:  "He's going down."
The bellhop, without saying a word pushes the down button as Angel walks back to his room and Judy standing just outside of it.
Judy:  "Gosh.  I mean that was - Gosh.  Listen. I know we got off on the wrong foot.  My name is Judy."
Angel walks past her and slams his door shut.
Blend into the present day hallway and Angel looking at the door of the room he used to stay in.

Wesley:  "The hotel officially closed its doors on December 16th 1979. On that morning the concierge, Roland Meeks, made his morning wake-up calls with a twelve gauge shotgun, room to room.  It's been empty ever since."
He sits down at the table in Cordy's apartment, next to Cordy who is sitting in front of a laptop.
Cordy:  "According to city records it was declared a protect historical landmark.  The Property Management Company that owns it has been trying to unload it for ten years - no buyers."
Wesley:  "Mmm, no wonder.  Even a cursory inspection of these records indicates a storied legacy of murder of mayhem dating back to the hotel's construction in '28, when a roofer leapt to his death taking two coworkers with him."
Cordy:  "Yeah that's all really interesting. What are we doing?"
Wesley:  "Doing?"
Cordy:  "Yes!  You did notice that Angel neglected to tell us the, for instance, point of all this."
Wesley:  "Ah- well - I mean, clearly he has us compiling incidents - ah, arranging data,  organizing information in such a way that (Cordy raises her eyebrows at him) yes, I-I did notice that, the no point thing.  Frankly I haven't the slightest idea what to do with all this. (Cordy is looking through some old photographs and notices something on one of them.) We could make a collage - or a mobile."
Cordy:  "Wesley! (Shows him the photo) Look who was staying here in '52."
Wesley spots Angel in the background of the picture.
Wesley:  "Well.  Now we know one thing for certain."
Cordy:  "Yup.  It's not that vampires don't photograph, it's just that they don't photograph *well*."
Wesley:  "I mean - that Angel had a personal connection to this place."
Cordy:  "So, why didn't he just tell us?"
Wesley after a beat:  "Perhaps he was ashamed to."

Back in '52 Angel is lighting a cigarette in his hotel room, and looks over towards the adjoining room where a jaunty song is playing.
Singer:  "Whoop-de-do, whoop-de-do, I hear a polka and my troubles are through..."
Camera moves through the wall into the next room.
Singer: "Whoop-de-do, whoop-de-do, this kind of music is like heaven to me, whoop-de-do, whoop-de-do, it's got me higher than a kite..."
We hear some whispering voices as the salesman from earlier turns down the volume on the turntable.
Singer:  "Hand me down my soup and fish, I am gonna to get my wish..."
Salesman straightens up:  "Yes? (half heard whispering) Yes, I did.  - Yes, I do."
The salesman walks over to the table, lays his hat on it and picks up a gun and inspects it.

Cut to Angel pouring himself a glass of blood.

Cut to the salesman sitting down on the edge of his bed.
Singer:  "...lead me to the floor and hear me yell for more, because I'm a whoop-de-doin' kind of guy..."
The Salesman picks up a pillow then slowly slides down the side of the bed to sit on the floor.
Chorus:  "Whoop-de-do, whoop-de-do, I hear a polka and my troubles are through..."
The salesman presses the pillow up against the side of his head.

Cut to Angel about to take a drink from his glass when he hears a gunshot coming from the next room, and the record gets stuck repeating 'got me higher than a kite' over and over. After only the slightest hesitation Angel sips his blood, no apparent emotion visible on his face.

Break

Angel walks down the hallway in the present.  Pan to blend into the bellhop and the manager walking down the same corridor in '52 going the other direction.
Bellhop:  "She just started cleaning the rooms on this floor when she found him."
Manager:  "Did she touch anything?"
Bellhop:  "Consuela?  Does she ever?"
They enter the room of the salesman and see him lying by the bed.
Manager:  "Oh my goodness.  This is the third one in as many months.  Why can't they ever do it in their own homes, for god's sake?"
Bellhop, chewing gum, steps closer, his hands in his pockets, to look down at the body.
Bellhop:  "I should have seen it coming.  The guy did seem pretty depressed."
Manager:  "Oh, really?  How could you tell?"
Bellhop:  "Kind of cheap, though.  The death-wishers usually tip better.  Like they know they're not gonna take it with them anyway?  (The manager hears an indistinct whisper and steps closer to the camera as the bellhop continues in the background)  See, if you look at the way this body is laid down - you can tell a lot about..."
The whispering becomes clearer as the manager starts to listen to it.
Demonic voice:  "Three in three months.  They'll shut you down."
Manager:  "Yes.  They will."
Bellhop:  "So, who do you want me to call first - carpet cleaners or the cops?"
Manger:  "What?"
Bellhop stepping closer:  "Who do you want me to call first - carpet cleaners or the cops?"
Manager:  "Don't be mad.  No one is calling anyone.  They'll shut us down."
Bellhop:  "What about him?"
Manager:  "What about him?  He's dead."
Bellhop:  "Well, we can't just leave him here."
Manager on his way out the door:  "No, of course not.  We'll - ah, - we'll store him in the meat locker."
Bellhop:  "Store him? (the door closes behind the manager)  We're gonna store him?"

Guest talking to each other down in the lobby.
Scriptwriter:  "The candle salesman in 215 - shot himself."
Actor:  "Really.  Suicide?"
Actress:  "Right here in this hotel.  And I hear they're not even going to report it."
Actor:  "That's terrible!"
Writer:  "What's so terrible?  The guy punched his own ticket, why get outside parties involved?"
Actor:  "Are all screenwriters this crass?"
Writer:  "Are all actors this naïve? - Do you want the cops nosing around here asking questions, or the press?"
Actor:  "Well, nothing wrong with discretion, I suppose."
Actress:  "That's always been my moto."

Camera pans over to an older man sitting on one of the sofas as we hear that whispering again.
Demonic voice:  "Maybe this wasn't a suicide.  Are you sure you're safe here?"

Cut to an observatory at night with people walking towards its doors.  Judy walks down to where Angel is standing, smoking a cigarette, looking out over the valley below.
Judy:  "World ends in ten minutes.  (Angel glances in her direction then ignores her)  I saw you over here.  I hope you don't mind.  I thought I'd say hello. (Angel keeps looking out and she keeps talking to his back.) Hello. (laughs)  Have you seen the show? (Angel takes a drag from his cigarette) - You should.  It makes whatever - problems we have seem insignificant in comparison.  - I mean, the entire universe explodes."
Angel still with his back turned:  "Sounds exciting."
Judy shrugs:  "Well, it's air-conditioned - and it's cheaper than going to the pictures. (Takes a deep breath)  I had to get out of the hotel, after what happened."
Angel:  "He come back?"
Judy:  "Come back?"
Angel:  "Your boyfriend."
Judy:  "Oh - no. I-I mean the guy in 215. - You know he killed himself."
Angel:  "Yeah, I guess he did."
Judy:  "Can you imagine that wallpaper being the *last* thing you see before you go?"
Angel:  "Maybe it was the wallpaper that drove him to it."
Judy:  "Yeah.  I sort of hate it there. - Well, - I-I guess it's nicer than - some places."
Angel:  "It's a place."
Judy steps closer to him:  "Listen, - uh - I know you didn't want to before, but - you helped me. You did. And - I-I needed to thank you for that."
Angel looks down that turns to look back at her over his shoulder for the first time.
Angel:  "You're gonna miss the end of the world."
Judy as Angel turns back away from her:  "Right."
After a beat she turns and walks towards the observatory.  Stops and turns back.
Judy:  "I'll see you around."
Then she leaves for good.
Angel looks after her:  "Yeah."

Cut to a series of black and white photos of the bellhop being led away in handcuffs. The last photo identical to the one accompanying a newspaper clipping held by Wesley with the heading of "Bellhop arrested for murder."
Wesley:  "Frank Gillnitz.  He worked as a Bellman the year that Angel was in residence, we put him in '52."
Cordy and Wesley are sitting on the floor in front of a bunch of folders laid out by year.
Cordy:  "But he wasn't executed until '54.  Shouldn't we put him there?"
Wesley:  "He wasn't executed until '54, *but* the crime that he committed, the murder of the salesman and the storing of the body in the hotel meat locker *that* occurred in '52."
Cordy:  "It's kind of like a puzzle.  The 'who died horribly because Angel screwed up 50 years ago' game?"

Cut back to the residents discussing the salesman in the hotel lobby.
Guy from the sofa:  "So, we're sitting there having a drink, and the guy says to me 'do they serve peanuts at this bar.'"
Actor:  "So?"
Actress:  "So, the guy is supposedly suicidal and he's thinking about peanuts?"
Actor:  "Maybe he's craving something salty."
Actress to writer sitting beside her:  "He doesn't get it."
Writer:  "This wasn't a suicide."
Actor:  "I thought they found him with the gun still in his hand and the door locked."
Writer:  "Exactly!"
Actress:  "It's *too* perfect."
Writer:  "Locked door mystery.  I've written it a hundred times."
Camera pans over to show Angel walking up the stairs behind them.

Cut to Angel walking to his room. He's about to go in when a door a little ways down opens and Judy leans out.
Judy:  "Hey.  Can you come in here for a second?"
Angel steps into her room and she closes the door behind him.
Judy:  "Did you hear?"
Angel:  "Hear what?"
Judy getting herself a cigarette:  "The guy in 215 - it wasn't a suicide.  He was murdered."
Angel:  "I don't think so."
Judy:  "No, it's true.  Which means there is going to be *police* - and-and questions, and-and I though that you'd want to know, in case, maybe  (laughs) I'm not implying that *you've* got something to hide but..."
Angel:  "Everyone here's got something to hide."
Judy:  "Yeah.  I just figured that I owed you a heads up, on account of what you did for me before.  So..."
Angel:  "Thanks."
Judy tries to light her cigarette but the match won't light, she gives up when it breaks.
Judy with her back to Angel:  "I guess if we left now it would look, I don't know, bad, huh?"
Angel:  "That all depends.  This have anything to do with that *PI* I tossed out of here?"
Judy turns to look up at Angel:  "You knew he wasn't my boyfriend."
Angel flicks his lighter for her and she lights her cigarette on it.
Angel:  "I had a hunch."
Judy:  "I'm pretty sure he works for my former employers, the City Trust Bank of Salina, Kansas.  I was a teller there. (She goes over to the bed and pulls out a satchel from under it)  I think maybe they want this back."
She opens it and Angel takes a look inside.  It's full of rolled bank notes, 1000 marked on each of the wrappers we can see.
Judy:  "I haven't spent any of it.  Not a dime.  I-I can't even bring myself to touch it."
Angel:  "Why take it?"
Judy:  "I don't know.  I was angry - and I-I guess I panicked.  I mean, things were going so well!  I-I loved this job, and I loved this guy.  - We were going to get married, and they found out about me at the bank, and so they fired me. And then Peter found out why and he broke it off and I just couldn't go back to where I came from.  I just couldn't.  So I took this and I-I just ran. (When Angel doesn't say anything) Aren't gonna ask me why they fired me?"
Angel:  "Why'd they fire you?"
Judy:  "Because I'm not what I say I am.  I've been passing since I was 15 years old."
Angel:  "Passing?"
Judy nods:  "For white.  My mother was colored, my father - I didn't even know him! My blood isn't pure. - It's tainted."
Angel steps closer with a slight smile:  "It's just blood - Judy. - It-it's all just blood."
Judy:  "Nobody believes that!  Not even my *mother's family*.  I'm not one thing or the other.  I'm nothing."
Angel:  "I know what that's like."
Judy gets quite then puts a hand on her stomach:  "Yes.  Yes, I am. - I *am* something.  (She sinks down in a chair and looks up at Angel) I'm a thief! (Gasps)  I've never stolen anything before in my life.  It's just - god, the things that they called me."
Angel:  "Fear makes people do stupid things."
Judy:  "It was stupid.  And I wish I'd never done it."
Angel:  "I didn't mean you.  I meant your former employers.  They were afraid.  That's why they fired you."
Judy:  "What am I going to do?  I'm trapped!"
Angel shakes his head:  "You're not trapped."
He walks over to the bag of money.
Judy getting up:  "I am!  Look, if I leave now it'll look too suspicious, but if I stay here and the cops find this..."
Angel:  "They're not gonna find it. (Judy stares at him) 'Cause I'm gonna help you."
Angel puts a hand on her back and leads her out of the room, the bag of money in his other hand.

Cordy holding another newspaper clipping:  "So where do we put her?"
Wesley:  "When did she die?"
Cordy:  "Uhm, it doesn't say.  Just that she was being tracked by federal authorities for bank robbery, she checked into the Hyperion in '52 and was never heard form again."
Wesley:  "'52?"
Cordy:  "'52."
Wesley puts the news clipping down on the 1952 folder. Its headline reads 'Search Called Off - Fugitive Woman Believed Dead" next to a picture of Judy.

Break

Back in the past Angel is leading Judy down into the basement.
Judy:  "I guess I'll be okay down here.  It's only for a few days.  Just until the cops are gone."
Angel:  "Judy, there are no cops."
Judy:  "Well, not yet. Oh god, - I can't go to prison.  It's just - I can't.  Just the thought of being confined, trapped.  It would be like death.  No.  No. It would be something worse than death.  It'd be  (while Judy paces and babbles, Angel hides the bag on top of some big round pipes running along the ceiling) it'd be - like - like being buried alive!"
Angel hears the demonic whispering.
Angel:  "I want you to go back to your room and stay there.  (Judy looks at him as he takes a few steps deeper into the basement)  There is something in this hotel - something that's making people crazy."
Judy:  "Hey, do you think that if -if somehow - the money ended up on the banks doorstep, and they saw that I didn't spend any of it, you think they'd call off that detective?  Maybe I could be free of this whole thing."
Angel still looking around and hearing the whispering:  "Maybe."
Judy:  "I mean, there is such a thing as forgiveness, right?"
Angel looks at her.
Blend to Angel in the present, down in the basement.  He pulls over a chair, steps on it and pulls an extremely dusty moneybag down from the where he hid it in '52.  All the money is still in it, untouched. Suddenly we hear the same whispering start that we heard in the past.

Wesley:  "I can sense it. There is a pattern here. - Some force was residing at the Hyperion over the last decades, affecting staff and residents. - I just fear there is no real way to..."
Cordy stepping up next to him:  "A Thesulac (Wesley stares at her) paranoia demon.  Whispers to its victims, feeds on their innate insecurities. (Wesley is speechless.  Cordy pulls out the cordless from behind her back and holds it out to him) Angel wants to talk to you."
Wesley makes a face and takes the phone. Cordy turns away with a big grin on her face.
Wesley:  "Hello?"

Cut to Angel in the hotel lobby, phone scrunched between ear and shoulder working on the open fuse box.
Angel:  "A Thesulac demon claimed this place even before they started building it. (Some electrical sparks fly)  I thought if I had you trace the events we could track it and find out where it went, but it's still here. (more sparks fly - then the lights come on)  Alright, I want you and Cordy down here asap. And page Gunn, we're gonna need all the muscle we can get when we raise this thing."
Wesley:  "Raise it?"
Angel:  "We have to force it to become corporeal in order to kill it."
Wesley:  "Right.  Thesulac.  You'll want me to research the raising ritual."
Angel:  "Already done it."

Cut back to the past, downtown Hollywood, night.
A bookstore owner is sitting listening to a radio program with a laugh-track.
Denver:  "They keep calling her a zany redhead. Could be a brunette for all *I* can tell. I guess I'll just have to take their word for it."
He looks up and there is Angel standing on the other side of the counter.
Angel:  "You Denver?"
Denver:  "No other cat but me.  What can I do you for?"
Angel: "I need information on demons."
Denver gets up and walks around the counter:  "Do you now, daddy?"
Angel:  "Everything you got on possessing entities, demonic suggestions, exorcisms, cleansing rituals."
Denver:  "Try this one."
Denver picks up a book and tosses it to Angel.  As Angel catches it, smoke begins to rise from his hands.  It's a Holy Bible. Angel drops it and stares at Denver wearing his vamp-face.  Denver quickly pulls out a cross and a wooden stake out of one of the bookshelves and hurries through the apparently empty store to the open front door.
Denver:  "That's right.  Run coward of the night!  And tell your buddies I'm thinking very seriously about putting down my bedroll right here, so you bastards can't just walk in here uninvited!  You got any idea who you're dealing with?"
As some passers by stare at him, Angel comes up behind him and grabs him in a neck lock.
Angel:  "I know you got a reputation, that's why I'm here.  Now, it’s been a long time since I've opened a vein, but I'll do it you pull any more of this van Helsing jr. crap with me.  Are we clear?  I want the books in the back."
With that he lets the guy go.

Cut to the hotel manager reading the Los Angeles Times.  The bellhop comes in.
Manager:  "What took you so long?"
Bellhop:  "He wouldn't fit."
Manager drops his newspaper and gets up:  "What?!  What did you do with him?"
Bellhop:  "Well, he's in there.  I just had to sorta, what you call, make him fit.  No chance I'd get in trouble for that, is there?"
Manager:  "Don't be paranoid."
Camera starts to focus on the guest still arguing in the lobby.
Writer:  "You had more reason to murder him than anyone else here."
Actor:  "What?  I didn't even know the man!"
Writer: "That's what you say, but maybe he saw you with one of your little trysts!  Maybe he threatened to tell the studio.  Expose perhaps your little peccadilloes to the press?"
Actor:  "Don't you dare use alliteration with me, you hack!  You're just mad because the studio won't take your phone call, comrade!"
Writer:  "Pansy!"
Actor:  "Red!"
Manager coming up to them:  "What seems to be the trouble?"
Actress:  "There is a murderer in this hotel."
Old guy:  "And we're gonna find out who."

Cut to Judy sitting in her room with a book.  She starts to hear whispering and closes the book.
Demonic voice:  "They know about you.  They'll turn you in. (Judy gets up) You'll go to prison.  How long do you think someone like you would last in prison?"
Judy closes the window and we hear no more words but the whisper is still there.

Cut to Denver and Angel in his back room, filled with books.
Denver:  "So you were what, about my age when you where made?"
Angel:  "I don't know.  How old are you?"
Denver:  "Just north of thirty."
Angel:  "No! - This Thesulac demon, how do I kill it?"
Denver:  "You don't.  You run away from it."
Angel:  "There's got to be a way to kill it."
Denver:  "Well, - first you got to make it fat - corporeal.  But that only happens after it's had a nice big feed - or if you raise it, but *that's* tricky and dangerous."
Angel:  "How?"
Denver:  "The incantation's there in the book, but you're gonna need an orb of Ramjarin.  Now I have one I can let you have for cheap."
Angel:  "For free."
Denver goes to get it:  "For free. (Sets the orb next to Angel) Uh, you'll also need  (adds them to the orb) sacred herbs - divining powder (adds that) and - something really big to hit it with."
Angel:  "And that'll kill it?"
Denver looking around his shelves:  "Well, it might.  Wouldn't hurt to have a lightning strike, you know, finger of heaven kind of thing.  But short of that (pulls out a fighting ax) I'd go with something big and heavy."
Angle takes the ax:  "Pack it up."
Denver as he bags the supplies:  "A vampire wanting to slay a demon in order to help some grubby humans?  I just don't get it."
Angel grabbing the bag:  "To be honest, I'm not sure I do either."

Manager:  "Right!  You once asked me where you could purchase a gun."
Actress:  "That was for protection."
Actor:  "Protection perhaps from a salesman who was ready to turn you in for solicitation?"
Bellhop to the manager:  "He shot himself, remember?"
Manager:  "Did he?  Where you there?"
Bellhop:  "It was Consuela!  She's the one that found him!"
Old man:  "Yeah, she could have found him and then shot him."
They all argue as once.
Voice yelling:  "Hey!"
They all fall quiet and turn to the door where the guy Angel threw out (his nose taped up) his holding up a badge.
PI:  "The name's C. Mulvihill, P.I."
Writer:  "He looks suspicious."
PI holds up a picture of Judy:  "I'm looking for this woman."

Angel enters the hotel carrying the ax and a paper bag.  He notices that the lobby is deserted.  A door closes and he looks around at the door - where (back in the present) Wesley, Cordy and Gunn just walked into the lobby.
Angel:  "Lets do this."

Cordy sprinkles some powder on a landing of the steps leading up.
Wesley:  "We call thee forth, Thesulac of the netherworld, we command you, leave our minds and join us on this, the physical plane."
Wesley holds out a hand to where Gunn is fiddling with a backpack and snaps his fingers.
Wesley:  "Orb of Ramjerin."
Gunn:  "Orb of Ramjerin please, makes it happen."
Wesley drops his hands:  "Please!  And do be careful. Ancient conjuring orbs are notoriously fragile."
Gunn tosses the orb to Wesley and Wesley has to drop the book and crouch down to catch it.
Wesley:  "Angel!"
Angel:  "Guys, don't listen to it, alright? What ever it's whispering to you, just ignore it."
Cordy:  "They were like this - all the way over here in the car."
Angel:  "Oh."

Wesley holding up the now glowing orb:  "We invoke the by the power of the orb of priests of Ramjerin.  What was once in our thoughts, be now in our midst."
The air above the stair landing begins to shiver and bulge.

Cut to Angel stepping out of the elevator back in '52.
The far hallway is full of angry people clustered around Judy.
Old man:  "What gives you the right to hide out up here?"
Judy trying to wiggle free of their grip:  "Please stop it, you're hurting me."
Actress:  "We're gonna do more than that if you don't start telling us everything."
Actor: "We know about you, missy."
Manager:  "The name you registered under is a fake!  We have proof!"
Angel slowly walks towards them passing two guys leaning against the walls of the hallway.
Actress:  "Who knows what else she's lied about, the little slut!"
Judy:  "I didn't mean anything, please, I'm sorry!"
Old man:  "Now you're sorry!  I thought you didn't have anything to be sorry for!"
Angel drops the ax and the bag and starts walking faster as the commotion escalates.
Actress:  "Stop lying!"
Manager:  "Come on!"
Judy:  "It wasn't me!  It wasn't me! (She sees Angel and breaks free of their grip, tears streaming down her face she takes a couple of running steps towards him.) It was him! (Angel stops dead)  Look in his room!  Go ahead, look!  He's got blood!  He's a monster!"
Everyone falls silent, staring at Angel.
The bellhop, holding Angel's paper bag, and the PI holding the dropped ax come up behind him.
PI:  "What kind of maniac are you?"
As Angel turns around to look at him, the PI hits Angel in the chin with the handle of the ax, then smashes it into his back, knocking him down.  Everyone jumps on the downed Angel, hitting and screaming, while Judy stands staring, her face wet with tears.
Angel makes no attempt to fight back, just looks at Judy, whose form slowly blurs before his eyes as the mob continues to beat on him.

Break.

The mob, still in a frenzy, is dragging Angel out onto the open hallway above the back of the lobby, pushing him up against the railing.
The bellhop hurries halfway down the steps to get a better view.
Manager:  "Get him over there!"
Bellhop:  "Ha-ha, we got you now!  (Slaps the banister)  Come on!  String him up!  String him up!"
Somebody throws a rope over a rafter and slips the noose at one end of it around Angel's neck while the other is being tied to the railing, with the whole crowd screaming encouragement.
Angel looks over at Judy, who is still sobbing as the others yell and scream for his death.  They set him on top of the railing.
Bellhop from the stairs:  "Good. Push him. Come on!  Push him out!  Push him out!"
The PI and the old man push Angel of the banister and he drops until he hits the end of the rope.  Judy lets out a scream while the mob cheers and the bellhop laughs.
Suddenly they all fall silent, staring.  You can hear Judy sob.
Bellhop:  "Yeah!  Swing, you freak!  Yea, that's right, you had that coming, ha ha ha!"
The crowd silently and quickly melts away as the rope with Angel, eyes closed, at the end of it slowly stops swinging.
Manager leaning on the railing:  "Oh, my lord.  What have we done?"
Bellhop still chewing his ever-present gum:  "What?"
Judy turns and walks away, still sobbing.
Bellhop hurries up the stairs: "What's wrong?!  - I don't get it.  Come on! (Comes to stand next to the manager, who's still staring down at Angel hanging there)  Where is everybody going?  Come on! (Looks down at Angel as the manager walks off) It's just a - what do you call... (looks around sees that he's now alone and runs off)."
As soon as he is gone Angel's eyes snap open. He takes a hold of the rope above his head and pulls himself up, pulls the noose from around his neck and drops down to the lobby floor, catching himself on his hands.  As he straightens up the air on the stairs begins to shiver and bulge and the Thesulac becomes corporeal.  Ugly gray faced demon in a long hooded cape with tentacles sticking out form under it like a fringe.

Thesulac:  "Well, I don't know about you (laughs) but I'm stuffed!  God I love people! - Don’t' you? (Laughs)  they feed me their worst and I kind of serve it right back to them, and the fear and prejudice turns to certainty and hate, and I take another bite and mmm-mmm-mmm!  (Laughs)  What a beautiful, beautiful dance!  (Moves down from the landing towards Angel)  Oh, you got your feelings hurt, didn't you?  See now what happens when you stick your neck out for them?  They throw a rope around it!  (Angel starts to walk towards the door)  And you thought you'd made a friend.  News flash!  You *had*! (Angel stops but doesn't turn around) That's what made her the *yummiest* morsel of all. (Laughs)  You reached her, buddy!  Restored her faith in people.  Without you she would have been just another appetizer.  But you plumped her up good!  Now, she's a meal that's gonna last me a lifetime!  (Laughs then drifts closer towards Angel's back)  Hey, you know what?  There is an entire hotel here just full of tortured souls that could really use your help.  - What do you say?"
We hear some indistinct whispering, then nothing but the sound of the demons tentacles whipping back and forth as it waits for Angel's answer.
Angel without turning around:  "Take them all."
The demon begins to laugh and repeats Angel's 'take them all,' while Angel walks out the front of the hotel.

Flash cut to the demon in the present, manifesting before Wesley and the others with a scream.
Angel:  "Watch his tentacles."
Cordy:  "Excuse me?"
Wesley:  "Tentacles!"
Cordy:  "Oh."
Thesulac to Angel:  "I don't remember ordering take-out, but I like what you brung me.  Not as delectable as the last one perhaps but full of tasty paranoia just the same.  (laughs then indicate Wesley) especially *that* one!"
Wesley looks over at Angel and Cordy:  "What did he mean by that?'
Angel:  "You had your last meal here a long time ago.  You should have gotten out when you had the chance."
Thesulac drifts closer to Angel:  "Got out?  Now, why would I wanna do that?  When the room service in this hotel is *still* excellent.  Has been for 50 years.  Paranoia here - is like fine wine."
Angel quietly:  "It gets better with age. (demon grins in his face) You're still feeding.  Gunn!"
Gunn aims his crossbow and pins one of Thesulac's tentacles to the banister of the stairs.  The Thesulac wraps one of his other tentacles around Gunn's hand holding the crossbow and tosses him against the wall.  Gun drops to the floor and looks back up at the demon.  Cordy and Wesley run in different directions and while the demon is distracted Angel jumps into a forward roll, grabbing a hold of one of the demon's other tentacles.
Angel as he rolls back to his feet with it in his grip:  "The kitchen is closed."
He shoves the end of the tentacle against the exposed wires in the fuse box.  There is an explosion of sparks and blue electricity runs up the tentacle and wraps around the demon.
All four of the stand and stare as the Thesulac hangs in the air, screaming after a while there is an explosion of white light and the Thesulac is gone.
Wesley: "What did he mean, especially *that* one?"
Angel heads up the stairs as the others watch from below.
He enters Judy's old room and finds her (now and old woman) sitting in a chair.
Angel:  "Judy."
Judy:  "I don't hear them anymore. - Are they gone?"
Angel comes to stand in front of her:  "Yeah."
He gets down on one knee in front of her and slowly reaches for her hand.
Judy smiling at him:  "It's you."
Angel smiles back her ever so slightly:  "Yeah, Judy.  It's me."
Judy reaches up to touch his face:  "You look the same."
Angel:  "I'm not."
Judy:  "They killed you - because of *me*.  (Angel shakes his head at her) I killed you."
Angel shaking his head:  "No. No. No."
Judy:  "He kept them from the door.  He told me I'd be safe.  - Am I safe?"
Angel:  "You're safe."
Judy:  "Can I go out now?"
Angel:  "Yeah. You can go out."
Judy gives him a big smile and starts to get up from her chair.  Angel helps her up.
Angel:  "Let me help you."
Judy as Angel helps her over to her bed:  "I just - I need to take a little rest first.  Just a little rest."
Angel:  "Easy."
He lowers her onto the bed.
Judy holding on to his hands:  "I'm so sorry I killed you.  Can you forgive me?"
Angel looks down at her:  "Of course."
Judy:  "I'm just going to rest.  Just for a minute - and then - I'm going to go out."
Judy closes her eyes and dies.

Wesley, Cordy and Gunn are sitting around at the bottom of the stairs waiting for Angel.
Wesley:  "I've been accused of a great many things in my time, but *paranoid* has never been one of them."
Gunn shakes his head and looks over at Cordelia.
Wesley:  "Unless people been saying it behind my back."
Angel comes down the stairs.
Gunn:  "You all right, man?"
Angel:  "Yeah."
Cordy:  "We finished?"
Angel:  "I think so."
Cordy:  "Good.  Because I for one will be *glad* to see the last of this place.  Gives me the heebie-jeebies."
Gunn:  "No lie.  Plus it kind of got an odor to it.  You notice that?"
Cordy:  "70 years of violence, mayhem and paranoia - bad vibes."
Angel:  "We're moving in."
Cordy:  "I mean, a few throw pillows what's not to love?"
Wesley:  "Angel, surely you more than anyone must appreciate, how for the better part of the last century this place has been host not only to a malevolent demonic presence, but the very worst faces of humanity!  - This is a house of evil."
Angel still looking around the hotel:  "Not anymore."
Wesley takes a look around himself then leans in closer to Angel.
Wesley:  "Angel - you don't - find me - especially paranoid, do you?"
Angel:  "Not especially."
Wesley:  "Oh, thank god! - I was worried."

FADE TO BLACK