Angel's friends are affected by a man called Billy with the power to make other men brutalise women. The crew rushes to prevent another brutal attack, unaware that Wesley has already been infected - and he's alone in the hotel with Fred.

original airdate--October 29,2001                 

music--Theme Song: "Angel Main Theme" by Darling Violetta

• "Clint Eastwood" by Gorillaz. 
• "Slow" by Elwood.

Body Count--Billy Blim, shot by Lilah Morgan.