Dylan opens his door, but leaves the chain on, and sees Angel outside. Angel resists the primordial urge to break the door down, and instead explains that he's looking for Billy. Dylan asks whether Angel is a friend of Billy's, and Angel explains, "To be honest, I'm looking to kill the bastard." Gee, normally that doesn't seem likely to inspire trust, but luckily, that happens to be exactly the right thing to say in this case. Dylan opens the door and invites Angel inside. Dylan explains that Billy's been and gone, and Angel's surprised that there's no resulting carnage. Dylan says that there are rules to follow when hanging out with Billy: "You never leave him alone with your girlfriend, keep him away from your pets, and don't let him touch you." Pets? I guess many of Billy's interesting powers were reserved for other scenes not appearing in this episode. Apparently, Billy came by looking for money, which Dylan provided. Angel asks why Dylan let him in, and Dylan explains, "There was a chick here. She was cute -- brunette. She said that a melodramatic guy named Angel would eventually show up." Angel wonders, "Cordelia thinks I'm melodramatic?" Johanna wonders whether every episode will include a scene in which Angel worries over an offhand remark by Cordelia. And then in the season finale, he'll confront her with this long list and say, "You said I'm fat, and melodramatic, and nearsighted, and my accent sucks, and I have stupid hair, and poor taste in women." And then Cordy will buy him a new leather jacket or something, and all will be forgiven. Where was I? Dylan defends the "melodramatic" description by pointing out that Angel threatened to kill Billy. Angel grumps, "That's not melodrama --" He suddenly grabs Dylan and asks, "She was here?" Dylan rather charmingly says, "So, you're saying that melodrama is exaggerated emotion?" Angel growls, "This isn't a demo," and asks where Cordy went. Dylan says that Billy was headed for Santa Monica, and was planning to fly someplace on the Blim family's private plane.

Wesley, trusty axe in hand, wanders up the stairs, plaintively calling for Fred. He says she's forcing him to look for her. He sighs, "Oh, it's such a dog and pony show," and how's that for meta-commentary? As he pushes open doors, he says, "You beguile me with your girlish ways, I pursue you, but you never give over, do you?" He's not searching the hotel rooms very well; he's just opening the doors to darkened rooms and glancing inside. In a scene not appearing in this episode, he notes that there are no footprints on the dusty floors, or something, which is why he's so sure Fred's not in those rooms. He pushes the door to room 520, and the chain holds it shut. Wow. I was waiting for the part where we see that Fred fastened the chain from outside with a coat hanger, to lure Wesley into an empty room, but it turns out that no, Fred's just dumb. Without Angel around to help, Wesley is forced to kick the door open all by himself. He walks in and says, "You can't come out into the open, can you? No, you hide. You deceive. It's nothing new. It goes all the way back to Eve." He looks around in the spooky dark corners while he goes on nattering about apples and women and getting lured out of the garden and into the muck. He also smashes some stuff with the axe. Broken glass spills out across the floor, causing Fred to gasp from her hiding place under the bed. Given her ability to survive for five years in Pylea, I can't help wondering what happened to her survival skills. Wesley goes through the slasher-movie tradition of walking up to the victim's hiding place, walking away so that we think they're safe, and then suddenly pouncing on her. He throws the mattress off of the bed and pulls Fred out from under the bed frame. Wesley shoves Fred against the wall and kisses her, whereupon she stabs him with something, knees him in the groin, and runs away. In a scene we don't see, she runs down the stairs and out of the hotel while she has the chance.