When Fred's parents come to take her home, she feels she should go with them...until she earns a place in the group by figuring out the key to an attack of larger bug demons.

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.

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.

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.