Al Pacino (Roy Cohn), Meryl Streep (Hannah Pitt, Ethel Rosenberg, Rabbi Isador Chemelwitz, Angel of Australia), Emma Thompson (The Angel, Emily, Homeless Woman), Mary-Louise Parker (Harper Pitt), Jeffrey Wright (Belize, Mr. Lies), Justin Kirk (Prior Walter), Patrick Wilson (Joe Pitt), Ben Shenkman (Louis Ironson), James Cromwell (Roy’s Doctor), Michael Gambon (Prior’s Ancestor), Simon Callow (Prior’s Ancestor), Brian Markinson (Martin Heller)

Prior, desperately ill, calls for Louis’ help, though begs him not to call an ambulance, as he is afraid to die in a hospital. Harper tells Joe that she is still hearing strange sounds in their apartment and is fearful of an attacker. He tells her about his fascination with a Biblical image of Jacob wrestling an angel, suggesting that he himself is struggling with a strong foe. She tells him that he is the only person she loves, but says that he should go to D.C. without her. Louis talks to Prior’s nurse, Emily, at the hospital and realizes that he cannot stay, asking her to make his apologies when Prior wakes. Joe tells Roy about Harper’s Valium problem and her difficult childhood, admitting that he is unsure about their marriage and about his own strength. Roy tells him that he has an obligation to himself as well and must do what he needs in regards to the D.C. job. He discusses the importance of being a good son, and Joe admits that his own father was unloving. Prior picks up an anonymous man in Central Park and seems not to care when the condom breaks, feeling that he deserves to be “punished.” Roy tells Joe that is he dying of “cancer,” explaining that life is hard and he must save himself however possible.

Prior’s best friend, a drag queen and nurse named Belize, visits him in the hospital and cares for him, telling him that Louis will likely return. Prior admits that he is hearing a heavenly voice and is strangely attracted to it; when Belize departs, Prior hears the voice again, telling him that it will return soon and urging him to “prepare” for some great event. Joe dines with Roy and Martin Heller, who happily expounds about the “end of liberalism” and the changes in America under Ronald Reagan, telling Joe that he must finally decide about the D.C. job. Joe seems reluctant, and Roy reveals that he is facing disbarment after “borrowing” money from a client, suggesting that he could use a “well-placed friend” in the justice department. Joe is appalled at his lack of ethics, but Roy is determined not to lose his reputation as a powerful lawyer. Later, Joe encounters Louis outside of work and they eat lunch together, with Louis making “vulgar” comments about Reagan and his family. Joe is taken aback, but seems impressed with Louis’ confidence in himself. He admits to worrying admitting about losing the important things in his life and saying that he cannot be “this” anymore. Late at night, a drunken Joe calls his mother in Utah from Central Park and tearfully asks if his father loved him, then telling her that he is a homosexual. Stunned, she dismisses his statement and tells him to go home before hanging up.

Louis returns to Prior in the hospital and finally tells him that he has moved out and is leaving him. Prior rages at him for being weak and abandoning him despite their four-plus years relationship. At the same time, Joe comes home to Harper and confirms that he is indeed gay and has always known it, despite his attempts to change by marrying her. He tells her that she has been unconsciously afraid of him and that he wanted to “save” her from many emotional problems. In a panic, she summons Mr. Lies again and “escapes” with him. Louis protests that he still loves Prior, but Prior orders him out of the room and Louis flees.