As a little boy watches a TV show called
Smile Time, featuring puppets singing songs about learning, one of the puppets, Polo, tells the boy to put his hands on the TV. The boy's mother enters the room, horrified to see that the life has been drained out of the boy and his face is frozen in a rictus smile. In the science lab at
Wolfram & Hart,
Knox brings
Fred files on children who have been hospitalized in the same condition as the little boy. Knox also gives Fred a valentine and tries to get her to discuss their potential relationship, but she gently declines his advances. When
Harmony tells Gunn he filed the wrong papers, he tries to hide how worried he is about his mistake.
Werewolf Nina arrives for her three nights of the full moon in the firm. She flirts with Angel as he leads her to her cell, and, uncomfortable, Angel leaves. He heads to
Wesley's office, saying he is not sure how he feels about their platonic friendship turning into something else. When Angel says that he is worried about turning back into evil, soulless Angelus after achieving pure happiness with Nina, Wesley says most people have to settle for
acceptable happiness, and there is no reason Angel cannot do the same. Fred arrives with the new case. Angel notes that all of the kids were watching TV when they became ill and
Lorne says
Smile Time is on at that time and in "the right demographic". Meanwhile, Fred goes to see Wesley and tells him that she needs a ride home and is clearly hoping he will offer. Unfortunately, Wesley misses the signals, and he instead arranges for a driver to take Fred home. Angel heads to
Smile Time's studio and enters a hidden room where a man with a towel over his head sits under a large egg. The egg opens, forming a glowing smile, and a blast of energy tosses Angel across the room, turning him into a sentient puppet. When Puppet Angel explains to the group what happened, Fred tells the lab to start recording
Smile Time so she can analyze it. Angel orders Lorne and Gunn to talk to the show's creator, Gregor Framkin, at the studio. Nina arrives, and Puppet Angel ducks under his desk so she will not see him. She tries to ask him if everything is okay, but he abruptly tells her to leave.
Spike arrives and is shocked and amused to see that Angel is a puppet man. Puppet Angel gets angry and lunges at Spike. The two fight, crashing through the office doors into the lobby for all to see Angel as a puppet. The fight continues into the elevator, the doors of which close, and when the doors open Puppet Angel has managed to beat Spike. Gunn and Lorne meet with Framkin at the studio. Gunn tries to tell him the laws he has violated, but he cannot come up with the right statute, and Framkin says he thinks he would be more likely to win than
Wolfram & Hart in court. After Gunn and Lorne leave, it turns out that Framkin has a hole in his back and is being controlled by Polo. Framkin collapses as Polo pulls his arm out of a hole in Framkin's back and summons the other puppets - Groofus the dog, Flora, and Ratio Hornblower - with the news that Angel messed with the "nest egg". Flora suggests that they remove the zombifying spell on some of the employees so that they can see future intruders, but Polo announces that since their "system" has now been perfected, they will drain the life from all of their viewers the next day, instead of one kid at a time. Back at Wolfram & Hart, Nina is preparing for her second werewolf night when Puppet Angel pays her a visit to apologize for the way he treated her earlier, shocking her with his puppet appearance. She tells him that he should not care what people think of him, since he is a hero. Puppet Angel turns away starting to say how hard it has been to be a hero—when Nina suddenly wolfs out and attacks him from her cage. Gunn heads to the medical wing to see Dr. Sparrow, explaining that he is losing his law knowledge. Sparrow tells him that the implant is failing in an "
Acute Flowers For Algernon Syndrome"; the Senior Partners gave it to him because they wanted him to have it, and if it is fading, they must have wanted that as well. Gunn is unwilling to go back to the person he was, so Sparrow offers to give him a "permanent upgrade" if Gunn signs a contract to ship something out of customs for him. In the science lab, Fred and Wesley are watching
Smile Time, where Knox brings Fred coffee, but she orders him to go home. After he leaves, Fred confesses that she decided Knox was not right for her and tries to tell Wesley that she has developed feelings for him; however, he does not get the message. Suddenly, while the sound of the show is muted, Wesley notices Polo seems to be talking to the audience. Puppet Angel is trying to sew himself up in his office when Wesley and Fred arrive to tell him the puppets' singing acts as a cloaking device, allowing Polo to address the children directly. Wesley says the "nest egg" holds the life forces of the kids, so if they can break the magic on it, they will save the kids and turn Angel human again. Gunn, who has regained his law knowledge, announces the puppets are running the show - Framkin made a deal with some devils to improve his ratings. Elsewhere in L.A., a little girl watches
Smile Time and gets the message from Polo that all of the kids in the audience should put their hands on the TV. Puppet Angel and the gang interrupt and the fighting begins, with Gunn decapitating Groofus the dog and subsequently fighting the female puppet Flora while Angel goes puppet-to-puppet with Polo. Fred and Wesley rush to the "Don't" room with the nest egg, where Ratio fights Wesley while Fred reads the spell to break the spell around nest egg, destroying the egg and saving the kids after Wesley defeats Ratio. In the main studio, Gunn defeats Flora and Angel defeats Polo. The next day, Nina wakes up in her cage with fabric around her and fears she ate Puppet Angel, until he comes in to tell her he is okay and will be back to normal in a few days. They agree to have breakfast together. In Wesley's office, Fred tries to tell him she has been trying to subtly indicate her interest. She grabs him and kisses him; he happily returns the favor as the puppets sing their self-esteem song again. ==Acting==