The gang starts to have doubts about Angel's loyalties when he appears to have become very close with the Circle of the Black Thorn, an evil secret demon society. When Drogyn, the guardian of the deep well, makes a startling revelation, the gangs' fears that Angel has become evil seem to be validated.

original airdate--May 12,2004

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

1. "If I Ruled The World" originally by Regina Belle.

Goof--Illyria asks Drogyn why Crash Bandicoot must collect "crystals... and fruit", but he does not answer. When Spike meets Drogyn, he is told by Angel that Drogyn must answer every question he is asked truthfully, but he ignores this one.