While investigating the strange deaths of various men, who appear to have been drained of life energy, Angel finds himself in a bind when an old man switches bodies with him. Marcus, it turns out, is staying young by switching bodies with younger men. He ends up killing them as he carouses with booze and orgies.
Fred shares her admiration for Angel in front of the rest of the team as she theorizes what he is reading upstairs. Angel comes down from his room with a newspaper and invites everyone to a Charlton Heston double feature to which only Fred is delighted to take up. The next evening, Fred gushes about her date to Wesley and Cordelia. Concerned, Cordelia instructs Angel to have a talk with besotted Fred, which Angel avoids by bringing up a string of deaths in hotels which involved melted bodies and insists he needs to investigate right away.
The team find out that the men killed were all members of the same gym. Angel and Cordelia arrive there and Cordelia promptly interviews the muscled men and questions them - for their phone numbers. Angel notices a retirement home across the street where an old man is seen peering at them with binoculars. He leaves Cordelia and confronts the old man, Marcus, who recites a spell that switches their bodies.
While Marcus enjoys himself in Angel’s vampiric body, Angel tries to leave the retirement home in the frail Marcus’s body to warn the gang of the impostor in their midst. Meanwhile, Lilah continues to clash with her co-worker Gavin over their tactics to take down Angel and his group. She goes to Angel with documents that would foil Gavin's attempt to evacuate the hotel since it wasn't "up to code" to one-up him. Marcus in Angel's body tells her she is a very beautiful woman and they start kissing each other furiously. Fred, who was given the same line by Marcus earlier and instructed her to wear something pretty to go out, sees them and runs away in tears. Marcus vamps out in his passion and bites Lilah who is furious with him for playing games and runs out. Marcus tries to find out what happened and is shocked to find he doesn't have a reflection. He spends the night shredding contents of files related to his murders and goes through books researching vampires, realizing this body will never give out on him and planning to kill Angel in his old one.
Cordelia finds Fred sobbing in the elevator and finds out about "Angel"'s actions. Wesley finds the office littered with the books and correctly theorizes that Angel's body has been taken over. He, Gunn, Cordelia, and Fred rescue Angel from being killed and he is returned to his own form. Marcus angrily tells him he wastes his life instead of taking advantage of what he has. Angel tells him his heart is weak because he doesn't use it. An upset Marcus has an onset of a fifth heart attack as Angel and his team walk out together.
Back at the Hyperion, Angel finally sits down with Fred for the long-overdue talk however she stops him, as Cordelia has already explained to her about Angel's curse as well as his having no romantic feelings for her. As Fred notes that Angel will probably be better off without love in his life, Willow calls the hotel to tell the group that Buffy has been revived, five months after her death.