This article is about the Angel episode. For the Season 8 e-comic, see Carpe Noctem (e-comic).

Season 3, Episode 4
Angel 3x04
Air date October 15, 2001
Written by Scott Murphy
Directed by James A. Contner
Episode Guide
"That Old Gang of Mine"
Buffy the Vampire Slayer
"Life Serial"
David Boreanaz Angel
Charisma Carpenter Cordelia
Alexis Denisof Wesley
J. August Richards Gunn
Amy Acker Fred
Guest Starring
Stephanie Romanov Lilah
Daniel Dae Kim Gavin
Rance Howard Marcus
Paul Benjamin Fellow Resident
Co Starring
Misty Louwagie Christina
Marc Brett Health Club Phil
Paul Logan Woody
Lauren Reina Escort No. 1
Magdalena Zielinska Escort No. 2
Steven W. Bailey Ryan

"Carpe Noctem" is the fourth episode of the third season of Angel and the forty-eighth episode overall. Written by Scott Murphy and directed by James A. Contner, it was originally broadcast on October 15, 2001 on the WB network.

While investigating the strange deaths of various men, who appear to have been drained of life energy, Angel finds that an old man has switched bodies with him and he is trapped in a nursing home while this old man has taken over his body but doesn't know it's the body of a vampire.


While the gang hangs out in the lobby of the Hyperion, Angel gets excited about a Charlton Heston double feature at the Nuart Theater. No one wants to go but Fred, so she and Angel decide to go, but Fred thinks it's a date. Elsewhere, a musclebound man has sex with two women, and is so vigorous that he tires them both out while he's still raring to go. Suddenly, he says time has run out, recites a spell and a glowing force leaves his body, and then his skin folds in on itself and collapses as if it was only a rubber suit.

Cordelia tells Angel to straighten Fred out about their relationship as soon as possible, and reminds Angel that he's a "eunuch," much to his annoyance. Angel goes to talk to Fred, but stalls by pointing out to everyone an article pertaining to a young dead man found in expensive hotel rooms in such a condition that it looked like their insides had collapsed. Wesley recalls a similar case the previous week, so the gang decide to investigate the matter. They find that several men over the last few months have died in a similar matter, but the only connection between them is that they were all members of the same health club. Angel and Cordelia leave to check out the health club, while Wesley and Gunn go after other leads.

At the offices of Wolfram & Hart, Lilah and Gavin discuss scenarios for attacking Angel on various legal fronts. Lilah and Gavin's mutual contempt for each other is apparent, and niether attempt to disguise it. Lilah tells her assistant to look up the contact information for a graphics artist and forger, named Carter Williams.

Angel and Cordelia go to the health club, and Angel manages to get a look at the files of the dead men after questioning a member of staff about their stance on steroid abuse. Cordelia gets distracted has fun interviewing the handsome men excercising there, while Angel spots someone in the retirement community across the road using binoculars to spy on an exercise class. Feeling something unusual, he goes to investigate and meets an old man named Marcus Roscoe. He quickly realizes that the old man is practicing some magic to switch bodies, but when the man starts to recite a body-swap spell to use on Angel, Angel contemptuously starts to tell him it won't work... but it does. Angel abruptly finds himself in the body of the old man, and Marcus now has Angel's body, and also knows that Angel is a private detective investigating the deaths of the young men from the health club. He knocks Angel unconscious and leaves.

On the street outside Marcus' retirement home, misunderstandings begin to occur as Marcus walks around in Angel's body. First, he thinks Cordelia is trying to pick him up when she tells him to get in her car, until he realizes that she works for his agency. When they get to the hotel, he assumes it's an actual hotel and that Cordelia has taken him there to bed him. When Gunn arrives with breakfast, he thinks Gunn is a delivery boy, and pays him, plus he eats, puzzling everyone. And when Cordelia says he needs to have a talk with Fred, he assumes Angel is gay and that Wesley is Angel's lover, so he has the talk with Wesley. When he realizes Fred is a woman, he starts romancing her and invites her "out on the town," delighting the lovelorn Fred. After everyone leaves, he starts shredding the file of information on the health club deaths in order to cover his tracks. Meanwhile, the real Angel uses the nurse's phone to call the hotel, but Marcus answers, gloats, and hangs up, and Angel gets caught and gets his phone privileges taken away. He ends up staking out the entrance, hoping to go through it when the guard has turned his back.

Meanwhile, with the help of the forger she contacted, Lilah straightens everything out with the housing authorities for Angel (and foils Gavin's plans of threatening Angel with code violations in the process), then stops by the hotel to tell Angel about the favor she has just done him. Misunderstanding, Marcus thinks she's an errand-girl and starts to romance her. She responds to his seduction attempts and they start tearing each other's clothes off. But then Angel vamps out and bites her neck, as Fred wanders in, ready for their night out together. Fred flees in distress, and Lilah pushes him off in a fury and threatens him. He ends up confused as he feels his changed face and new teeth, and then finds he cannot see himself in a mirror.

Back in the retirement home, Angel in Marcus' body has a heart attack, Marcus's fourth, foiling Angel's attempt to escape . Marcus in Angel's body then goes out to a club to dance and pick up women. He bites another woman, and has fun beating up three men with Angel's vampire strength. He's done some research and figured out that he's in the body of a vampire, and now knows that he won't burn this body out with his carousing as he had previously with the other victims' bodies. He heads on over to the retirement community where his old body is, in order to kill it's current occupant, Angel, and have his new body permanently.

Back at the hotel, Cordelia find Fred crying in an elevator. After hearing that Angel was kissing someone, the gang worry that he has lost his soul and Angelus has returned, but Wesley notices that Angel was apparently researching vampires, something he wouldn't do regardless of if he was good or evil. Remembering that all the dead men had acted out of character, the team starts to put together what has happened to Angel. Cordelia remembers separating from Angel when he went to the retirement home and they head there

Getting there, they find Marcus just about to kill Angel. He tries to convince them that Angel is the one casting the spell, but they know better and knock Marcus out (with Fred getting in an extra hit for good measure). Wesley figures out the spell and they switch the bodies back. Afterwards, Angel destroys Marcus' Algurian Conjuring Orb, preventing Marcus from ever doing it again. Marcus suffers another heart attack as the group leaves and possibly dies.

After their business with Marcus concludes, Angel goes to have his delayed talk with Fred, but Fred already knows that Angel is not free to love because Cordelia has explained the whole story, so Fred ends up being the one giving the talk. She talks poignantly about the beauty and the pain involved in loving, but she is interrupted as Cordelia rushes over to tell Angel the good news ...Buffy is alive! Without another word, Angel runs to the phone leaving Fred wondering who Buffy is.


  • Cordelia comes to the immediate conclusion that the woman Marcus was romancing (while in Angel's body) was a blonde (actually it was Lilah, a brunette), and upon realizing the woman's true hair color, believes something is the matter with Angel. This brings up her belief that Angel has a preference for young blonde women, humorously referencing the running gag that Angel nearly always romances women with blonde hair. These include Buffy Summers, Kate Lockley, and Darla. This trend is later continued by ironically including Cordelia herself (after she gets blonde highlights), Eve, and Nina Ash
  • The central element of the plot of this episode is very similar to the Buffy episode Who Are You. The biggest difference between the two episodes is that, while in the Buffy episode a close, former friend switches bodies with Buffy, in this episode a complete stranger switches bodies with Angel.
  • In this episode, Willow calls Angel to tell him that Buffy has been resurrected, which occurs at the end of the Buffy episode Flooded. She and Angel then immediately depart their homes to meet somewhere between Sunnydale and LA, but both are back by their respective following episode. Because the shows were now on different networks, the show-runners were discouraged against having crossovers, so neither actor appears on the other's show.
  • This episode is one of a very few that shows that vampires can sniff the air and smell their prey from a distance.

Body Count

  • Woodrow Raglan, collapsed by Marcus Roscoe's spell

Behind the Scenes

Pop Culture References

  • "Kimota", part of what Marcus says to transfer bodies, is a reference to British superhero Marvelman (the word he needs to say to turn from his secret identity, Micky Moran, to his Marvelman form).
  • Pretty Woman: Cordelia: "If Julia Roberts ever makes a realistic movie about being an escort, I think it should be called Pretty Skanky Woman."
  • Soylent Green and The Omega Man: Angel and Fred go to a double feature of Soylent Green and The Omega Man.



  • During this episode it can be seen that each member of Angel Investigations now has a personalised business card (except Angel, presumably due to his lack of surname). It can only be seen that Cordelia's title is Senior Associate, which may be due to the fact she is one of the founding members of the agency.
Community content is available under CC-BY-SA unless otherwise noted.