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* WhyDidItHaveToBeSnakes: Flying makes Angel and Spike nervous, which is ironic given vampires are often portrayed as having flying powers.

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* WhyDidItHaveToBeSnakes: Flying makes Angel and Spike nervous, which is ironic given vampires are often portrayed as having flying powers.powers outside the Buffyverse.

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* AlwaysSaveTheGirl

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* AlwaysSaveTheGirlAlwaysSaveTheGirl: Angel nearly makes this choice when he learns that the only way to save Fred is to let hundreds of thousands of people die in her place. He initially spits out an angry "To hell with the world" and storms off to perform the ritual as the scene cuts away. When it returns, though, he's still standing at the threshold, unable to actually go through with it, and he finally, sadly turns away.

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* DramaticThunder: Drogyn making his appearance.



* FaceDeathWithDignity: Averted; Fred tries her best to fulfill this trope, but there's no doubt she dies in pain and afraid.

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* FaceDeathWithDignity: Averted; Fred tries her best to fulfill this trope, but there's no doubt she dies in pain a terrifying and afraid.painful death.
* FamousLastWords, "Please, Wesley, why can't I stay?"



** Back in Fred's room, Fred asks Wesley to kiss her. They do that for a while. When they're done, Fred asks, "Would you have loved me?" Wesley chokes up as he says that he's loved her since he's known her. And then adds "No...I think maybe even before."

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** Ironically, Fred implies that they hadn't gotten round to sleeping with each other.
** Back in Fred's room, Fred asks Wesley to kiss her. They do that for a while. When they're done, Fred asks, "Would you have loved me?" Wesley chokes up as he says that he's loved her since he's known her. And then adds "No...I think maybe even before." "
* SurvivalMantra: Fred babbles "I'm not scared. I'm not scared. I'm not scared" as she dies.

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* BigDamnKiss: Fred and Wes share a kiss before a flaming backdrop of burning bug thingies.



* BridalCarry: Wes carrying Fred into her bedroom. Fred quips that she's finally managed to get him there -- ironically, it appears they never even had a chance to make love before Fred's death.



** The Great Old Ones who once ruled Earth were first mentioned in the premiere episode of ''{{Buffy}}''.



-->'''Angel:''' Look, Eve, this happens quickly or very, very slowly.



* ExpositoryHairstyleChange

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* ExpositoryHairstyleChangeExpositoryHairstyleChange: Fred's hair turns blue once Illyria takes over her body.


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** Knox suggests [[HumanPopsicle cryogenic freezing]] as a solution, implying that Fred might be kept in a ConvenientComa by the writers. Turns out the pathogen isn't affected by cold.


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* TheNicknamer / BuffySpeak: Fred dubs Wes "Book Man".


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* {{Protectorate}}


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* TakeMeInstead: Gunn offers the Conduit to the Senior Partners his life in exchange for Fred Burkle, dying after being infested by an Eldritch Abomination inside a sarcophagus she opened. The Conduit just laughs, saying he already has Gunn's life. Gunn finds out what he means later; it was his signature that freed the sarcophagus from Customs so it could be delivered to Fred, a deal Gunn made in exchange for maintaining his brain upgrade.


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** Also "The Texts That Are Forgotten".


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* WhyDidItHaveToBeSnakes: Flying makes Angel and Spike nervous, which is ironic given vampires are often portrayed as having flying powers.

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* BeautyIsNeverTarnished
* BewareTheNiceOnes: Lorne threatens Eve when he thinks she had a hand in Fred's illness, much to everyone's surprise:

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* BeautyIsNeverTarnished
BeautyIsNeverTarnished: Averted -- Fred starts off this way, then just gets worse and worse.
-->'''Fred:''' Oh, isn't it terrible? At a time like this, I'm worried about how crappy I look.
-->'''Wesley:''' (looks into her eyes) You're the most beautiful thing I've ever seen.
-->'''Fred:''' (smiles) Do you always like splotchy girls?
-->'''Wesley:''' It's my curse.
* [[BecauseYouWereNiceToMe Because She Was Nice To Me]]
* BewareTheNiceOnes: Everyone's shocked when Lorne threatens Eve when he thinks she had a hand in Fred's illness, much to everyone's surprise:punches Eve.



* GeekyTurnOn:

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* GeekyTurnOn: GeekyTurnOn


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* SealedEvilInACan
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* TomeOfEldritchLore
-->'''Fred:''' Read to me.
-->'''Wesley:''' (looks over at his source book) The Dreadhost's Compendium of Immortal Leeches?

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* BeautyIsNeverTarnished



* MirrorMatch / AttackHello: [=DoppelGunn=].

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* MirrorMatch / AttackHello: [=DoppelGunn=].MirrorMatch: [=DoppelGunn=].
-->'''Gunn:''' Look, I know there's someone in here, and it ain't just me. I'm not goin' anywere 'til ya—
-->''(someone [[AttackHello punches him in the face]], knocking him to the ground; Gunn looks up at...himself)
-->Well, whaddaya know? It is just me.



* OrbitalShot: The camera swings around Team Angel as they discuss what action they're going to take to save Fred. It gives a good sense of the repressed emotions in what's basically an exposition scene.



* YouCantFightFate: All the events are predestined to occure.

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* YouCantFightFate: All the events are predestined to occure.occur.

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** Gunn (who played this trope straight with Wesley) thinks that Knox did this as petty revenge on Fred; Knox replies that he did it to ''honor'' her by having Fred host a god.



* MeaningfulEcho: In the episode "Through the Looking Glass" (2x21), when Fred first talks to Angel, she says, "Handsome man... saved me from the monsters." In this episode, Fred says her last lines to Angel, "Handsome man saves me," as Angel leaves her in the hospital room.
** Her dying words also count:
-->'''Fred:''' [[CerebusCallBack Cavemen win]]. Of ''course'' cavemen win...
* MirrorMatch: [=DoppelGunn=].

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* MeaningfulEcho: In the episode "Through the Looking Glass" (2x21), when When Fred first talks to Angel, met Angel in Pylea she says, said, "Handsome man... saved me from the monsters." In this episode, Fred says her last lines to Angel, "Handsome man saves me," as Angel leaves her in the hospital room.
** Her dying words also count:
-->'''Fred:''' [[CerebusCallBack
room. And as she dies with all her modern technological knowledge helpless against an ancient evil, Fred gasps "[[CerebusCallBack Cavemen win]]. Of ''course'' cavemen win...
win..."
* MirrorMatch: MirrorMatch / AttackHello: [=DoppelGunn=].


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* OhCrap: Lorne turns to stare at Fred in horror as she sings a few bars of "You Are My Sunshine", causing her to reveal her destiny. Subverted with Knox who just gives a mild "Oops" on revealing his secret, as he knows there's nothing Team Angel can do to stop events.


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* YouCantFightFate: All the events are predestined to occure.

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* BaitAndSwitchComment: Angel has a sword through his chest, impaling a bug on his back. He tells Fred not to worry when she walks up looking concerned.
-->'''Fred:''' No, I just want the bug. It's in pretty good shape, and I'd like to take it back to the lab. I always like a new specimen.



** "I lived in a cave for five years in a world where they killed my kind like cattle -- I am not gonna be be cut down by some monster flu; I am better than that!"

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** "I lived in a cave for five years in a world where they killed my kind like cattle -- I am not gonna be be cut down by some monster flu; I am better than that!"cattle!" refers to Fred's introduction as an escaped slave, hiding in a cave in the demon dimension of Pylea.



** IfYouEverDoAnythingToHurtHer: Gunn adds that it's fine with him, adding, "Our thing's long done, and I know how you feel about her." Wesley thanks him sincerely, and Gunn adds, "You ever hurt her, and I'm gonna [[CutHisHeartOutWithASpoon kill you like a chicken]]."

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** IfYouEverDoAnythingToHurtHer: Gunn adds that it's fine with him, adding, "Our thing's long done, and I know how you feel about her." Wesley thanks him sincerely, and Gunn adds, "You ever hurt her, and I'm gonna [[CutHisHeartOutWithASpoon kill you like a chicken]]." Wesley agrees to these terms.



* ShoutOut: Joss took inspiration from an EmmylouHarris song entitled "Deeper Well", which appears on her album Wrecking Ball.

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* ShoutOut: Joss took inspiration from an EmmylouHarris song entitled "Deeper Well", which appears on her album Wrecking Ball.''Wrecking Ball''.


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** Spike's "I'm shocked!" over being accused of stabbing Angel deliberately may be a reference to a famous example of HypocriticalHumor in ''{{Casablanca}}''.

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* BloodFromTheMouth / BloodSplatteredInnocents: Wesley's face gets sprayed with blood.

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* BlatantLies: PlayedForLaughs at the beginning of the episode with Spike's excuses as to why Angel has a sword through his back. Played for tearjerker effect at the end when Fred asks Wes to tell her parents she died quickly and unafraid.
* BloodFromTheMouth / BloodSplatteredInnocents: Fred coughs blood into Wesley's face gets sprayed with blood.before collapsing.



** The original idea for the episode saw Angel and Spike fly out to England to see Giles, as Joss needed someone whom Angel considered credible to give the bad news. The limited budget prevented them from flying in Anthony Stewart Head for a cameo, though.

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** WhatCouldHaveBeen: The original idea for the episode saw Angel and Spike fly out to England to see Giles, as Joss needed someone whom Angel considered credible to give the bad news. The limited budget prevented them from flying in Anthony Stewart Head for a cameo, though.



* FaceDeathWithDignity: Averted; Fred tries her best to fulfill this trope, but there's no doubt she dies in pain and afraid.



* GilliganCut: The ColdOpen flashes back to Texas sometime in the '90s to show Fred packing up and moving to L.A. -- against the wishes of her parents. Fred promises her parents that she'll live a boring life; in the present, she's [[KillItWithFire incinerating wall-hugging demon eggs in a sewer with a blowtorch.]]

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* GilliganCut: The ColdOpen flashes back to Texas sometime in the '90s to show Fred packing up and moving to L.A. -- against the wishes of her parents. Fred promises her parents that them she'll live a boring life; in life -- cut to the present, she's present day where Fred is [[ScreamingWarrior screaming madly]] while [[KillItWithFire incinerating wall-hugging demon eggs eggs]] in a sewer [[FireBreathingWeapon with a blowtorch.]]backpack flamethrower.]]
* GirlsLoveStuffedAnimals


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* {{Tearjerker}}: Fred's death.

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* AnywhereButTheirLips / RuleOfThree: Wesley twice kisses Fred on the forehead -- as Fred is infected with a lethal pathogen, it's only sensible to avoid swopping body fluids. As Fred is dying in his arms however, Wesley kisses her fully on the mouth because he no longer cares what happens to him.



* {{Bad Liar}}s

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* {{Bad Liar}}sLiar}}s: Team Angel keep up a cheerful facade in front of Fred, but she easily deduces that they're lying.



* DyingDeclarationOfLove / LastKiss



-->'''Harmony:''' No secrets in the House of Pain.

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-->'''Harmony:''' -->'''Gunn:''' No secrets in the House of Pain.


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* SexyShirtSwap: Not played for {{fanservice}}; Eve is lying in Lindsey's bed wearing one of his shirts, a sign that EvenEvilHasLovedOnes when she pathetically asks Team Angel if they've heard what happened to him.

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* BloodFromTheMouth:
** BloodSplatteredInnocents: Wesley's face gets sprayed with blood.

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* BloodFromTheMouth:
**
BloodFromTheMouth / BloodSplatteredInnocents: Wesley's face gets sprayed with blood.


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* DiesWideOpen / HellishPupils


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** The Great Old Ones who used to rule Earth are one of the few HPLovecraft references in the Buffyverse.
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* FireForgedFriends: After half a season of TeethClenchedTeamwork, Spike and Angel finally bond over their shared love of Fred.
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* BadBoss / {{Kneecapping}}

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that\'s about telepathy


* OhGodDidSheJustHearThat: Gunn is in his office, singing Gilbert and Sullivan's "Three Little Maids from School are We." He spots Wesley outside the room and quickly tries to pretend that he was rapping.
-->[sings falsetto] "Three little maids from school, three little maaaaiiiiids—- [notices Wesley] ......aaaand ya don't stop, with all the ladies in the gangsta... butt... go... --[[CringeComedy What's up]]?



* SayingTooMuch: Back in the lab at Wolfram & Hart, Knox admits defeat as the freezing technique doesn't work and he begins to admit his feelings for Fred which Gunn understands perfectly, but Knox then says "I don't just ''care'' about Fred, I practically worship '''it'''." Gunn catches this slip of the tongue. Knox backpedals for minute, then smiles darkly. "[[TheMole Oops.]]"

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* SayingTooMuch: Back in the lab at Wolfram & Hart, Knox admits defeat as the freezing technique doesn't work and he begins to admit his feelings for Fred which Gunn understands perfectly, but Knox then says "I don't just ''care'' about Fred, I practically worship '''it'''." Gunn catches this slip of the tongue. Knox backpedals for a minute, then smiles darkly. "[[TheMole Oops.]]"
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* IfICantHaveHer: Gunn assumes this is why Knox infected Fred. Knox insists that he did it because she was the only one "worthy" of being his god's host.

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* IfICantHaveHer: IfICantHaveYou: Gunn assumes this is why Knox infected Fred. Knox insists that he did it because she was the only one "worthy" of being his god's host.
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* IfICantHaveHer: Gunn assumes this is why Knox infected Fred. Knox insists that he did it because she was the only one "worthy" of being his god's host.
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* {{Artifact of Death: Illyria's sarcophagus
* TheBadGuyWins}}

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* {{Artifact of Death: Death}}: Illyria's sarcophagus
* TheBadGuyWins}}TheBadGuyWins



* CallBack:

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* CallBack: CallBack



** Lorne says that Eve reads clean. Angel says, "You've been wrong before," referencing the time a traitorous W&H employee slipped through Lorne's mind reading, as well as the time Lorne failed to detect that Angel's soul had not been restored in Angelus.
** "I lived in a cave for five years in a world where they killed my kind like cattle -- I am not gonna be be cut down by some monster flu, I am better than that!"

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** Lorne says that Eve reads clean. Angel says, "You've been wrong before," referencing the time a traitorous W&H employee slipped through Lorne's mind reading, reading in "Hellbound", as well as the time Lorne failed to detect that Angel's soul had not been restored in Angelus.
** "I lived in a cave for five years in a world where they killed my kind like cattle -- I am not gonna be be cut down by some monster flu, flu; I am better than that!"

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* TheBadGuyWins

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* TheBadGuyWins{{Artifact of Death: Illyria's sarcophagus
* TheBadGuyWins}}

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A World Wide Punomenon cleanup. Incredibly Lame Pun is the pothole magnet; World Of Pun is for worlds that use many puns


* {{Pun}}: Lorne offers to tag along, too, "in case anybody feels like singing."



* AWorldWidePunomenon: Lorne offers to tag along, too, "in case anybody feels like singing."

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In Wolfram & Hart's science lab, Knox oversees the delivery of a sarcophagus; when Fred touches one of the crystals that cover the lid, a puff of dusty air is released, making her cough. As Fred meets Wesley downstairs, she coughs up blood and collapses; after she regains consciousness in the medical wing, her friends assure her that she'll be okay, even though they don't know what's wrong with her.

The group rushes to the lobby, where Angel admits some sort of parasite is slowly killing Fred. Angel, Spike, and Lorne go to Lindsey's apartment, where they encounter Eve, who says she knows nothing about what's happening to Fred and hasn't heard from Lindsey. Eve sings a little of "L.A. Song" to Lorne, who determines she's not involved. As the guys leave, Eve says there's no info on the sarcophagus in the firm's records, and the only thing not in the firm's records are records on the most ancient demons, known as the Old Ones.

When the group returns to Wolfram & Hart, Wesley tells them the demon in question is Illyria, "a great monarch and warrior of the demon age" who was buried in the Deeper Well, the burial ground for the remaining Old Ones. Fred is being "hollowed out" so Illyria can use her to return to the world. Angel and Spike go to the Deeper Well to speak with its keeper, Drogyn; as the duo heads into the Well, Angel tells Spike to avoid asking Drogyn questions, as Drogyn cannot lie.

As Gunn tries to find a way to save Fred -- and discover who was responsible for the sarcophagus' arrival in the first place -- Knox suggests freezing Fred in the cryogenics lab until they figure out how to stop what's killing her. When his tests don't work out, Knox tells Gunn, "I don't just care about Fred -- I practically worship it." Gunn catches the slip of the tongue and accuses Knox of causing what's happening to Fred. Knox admits he is one of Illyria's acolytes -- then tells Gunn how the sarcophagus arrived at Wolfram & Hart: Gunn signed for it to receive a boost to his enhanced mental abilities, which had begun to deteriorate since he joined up with Wolfram & Hart.

As Angel and Spike explore the Deeper Well, Drogyn says Illyria's essence can be drawn out of Fred by returning the sarcophagus to the Well -- but Illyria's essence will leave Fred and kill every person between Los Angeles and the Deeper Well if this is done. Angel and Spike realize they can't allow even a single death to occur, much less thousands, to save Fred. All hope to save Fred is lost.

In her apartment, Fred asks Wesley if he would have loved her; he says he's always loved her, even before he knew her. She asks him to tell her parents she wasn't scared; as he begins to weep, Fred's eyes turn blue, then her body twitches and sends Wesley across the room, where he watches her skin and hair turn blue. Illyria has taken over Fred for good; after her rebirth, she says only one thing:

to:

In Wolfram & Hart's science lab, Knox oversees the delivery of a sarcophagus; when Fred touches one of the crystals that cover the lid, a puff of dusty air is released, making her cough. As Fred meets Wesley downstairs, she coughs up blood and collapses; after collapses. After she regains consciousness in the medical wing, her friends assure her that she'll be okay, they have everything under control -- even though they don't know what's wrong with her.

The In a group rushes to the lobby, where meeting, Angel admits some sort of parasite is slowly killing Fred. Angel, Spike, and Lorne go to Lindsey's apartment, where they encounter Eve, who says she knows nothing about what's happening to Fred and hasn't heard from Lindsey. Eve sings a little of "L.A. Song" to Lorne, who determines she's not involved. As the guys leave, Eve says there's Wolfram & Hart have no info records on the sarcophagus in the firm's records, -- and the only thing not in the firm's records are firm wouldn't have records on the world's most ancient demons, known as the Old Ones.

When the group returns to Wolfram & Hart, Wesley tells them discloses the identity of the demon in question is possessing Fred: Illyria, "a great monarch and warrior of the demon age" who was ended up buried in the Deeper Well, the burial ground for the remaining Old Ones. Fred is being "hollowed Illyria wants to "hollow out" so Illyria can Fred in order use her to return to the world. Angel and Spike go to the Deeper Well to speak with its keeper, Drogyn; as the duo heads into the Well, Angel tells Spike to avoid asking Drogyn questions, as Drogyn cannot lie.

As Gunn tries to find a way to save Fred -- and discover who was responsible for allowed the sarcophagus' arrival sarcophagus inside Wolfram & Hart in the first place -- Knox suggests freezing Fred in the cryogenics lab until they can figure out how to stop what's killing her. When his tests don't work out, Knox tells Gunn, "I don't just care about Fred -- I practically worship it." Gunn catches the slip of the tongue and accuses Knox of causing what's happening to Fred. Knox admits to his role as an acolyte of Illyria and says he is one of Illyria's acolytes did everything he could to get the sarcophagus to Wolfram & Hart -- then tells Gunn how the sarcophagus arrived at Wolfram & Hart: finally arrived: Gunn signed a customs order to allow the sarcophagus into the country in exchange for it to receive a boost to his enhanced mental abilities, which had begun to deteriorate since he joined up with Wolfram & Hart.

As Angel and Spike explore the Deeper Well, Drogyn says Illyria's essence can be drawn out of Fred by returning the sarcophagus to the Well -- but in doing so, Illyria's essence will leave Fred and kill every ''every person between Los Angeles and the Deeper Well if this is done. Well''. Angel and Spike realize they can't allow even sacrifice a single death to occur, life, much less thousands, to save Fred. All hope to save Fred is lost.

Illyria has won.

In her apartment, Fred asks Wesley if he would have loved her; he says he's admits to always loved loving her, even before he knew her. She asks him to tell her parents that she wasn't scared; felt no fear in her final moments, and as he Wesley begins to weep, Fred's eyes turn blue, then her blue. Her body twitches -- and sends Wesley across the room, where he watches room -- before her skin and hair turn blue. Illyria has taken over Fred for good; good, and after her rebirth, she says only one thing:



!!Tropes:

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!!Tropes:
!! Tropes used in this episode include:



* AncientTomb: The Deeper Well.

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* AncientTomb: The Deeper Well.Well



* BerserkButton: Don't tell Wesley that you're not working Fred's case.

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* BerserkButton: Don't tell Wesley that you're not working on Fred's case.



* BewareTheNiceOnes: Lorne is surprisingly threatening towards Eve when he thinks she had a hand in Fred's illness.
-->'''Lorne:''' If I hear one note, one quarter note, that tells me you had any involvement, these two won't even have ''time'' to kill you.''

to:

* BewareTheNiceOnes: Lorne is surprisingly threatening towards threatens Eve when he thinks she had a hand in Fred's illness.
illness, much to everyone's surprise:
-->'''Lorne:''' If I hear one note, one note -- ''one quarter note, note'' -- that tells me you had any involvement, these two won't even have ''time'' to kill you.''



** BloodSplatteredInnocents: Wesley's face is sprayed with blood.

to:

** BloodSplatteredInnocents: Wesley's face is gets sprayed with blood.



* CannotTellALie: Drogyn. According to [[WordOfGod Joss Whedon]] this was so that when he told Angel Fred was really going to die, the audience would believe him.
** The original idea was to have Angel and Spike fly out to England to see Giles, as Joss needed someone whom Angel considered credible to give the bad news. The limited budget prevented them from flying in Anthony Stewart Head for a cameo.
* CavemenVsAstronautsDebate: The TropeNamer. Wesley walks in on Spike and Angel nose-to-nose and yelling at each other, after they've spent 40 minutes shouting at each other about who would win in a fight between cavemen and astronauts. Supposedly, the whole thing was based on the time Joss Whedon walked into the writers room and saw "[-CAVEMEN VS ASTRONAUTS - WEAPONS TBD-]' on the wall.

to:

* CannotTellALie: Drogyn. According to [[WordOfGod Joss Whedon]] Whedon]], he did this was so that when he told Angel Fred was really going to die, make sure the audience would believe him.
Drogyn when he told Angel that he couldn't save Fred.
** The original idea was to have for the episode saw Angel and Spike fly out to England to see Giles, as Joss needed someone whom Angel considered credible to give the bad news. The limited budget prevented them from flying in Anthony Stewart Head for a cameo.
cameo, though.
* CavemenVsAstronautsDebate: The This episode serves as the TropeNamer. Wesley walks in on Spike and Angel nose-to-nose and yelling at each other, after they've spent 40 forty minutes shouting at each other about who would win in a fight between cavemen and astronauts. Supposedly, the whole thing was astronauts -- a scene supposedly based on the time Joss Whedon walked into the writers room and saw "[-CAVEMEN VS ASTRONAUTS - WEAPONS TBD-]' TBD-]" on the wall. wall.



** And everyone agrees with Spike that astronauts [[CrapsackWorld don't stand a chance against cavemen]].

to:

** And everyone Everyone agrees with Spike that astronauts [[CrapsackWorld don't stand a chance against cavemen]].



** Lorne says that Eve reads clean. Angel says, "You've been wrong before," referencing the time a traitorous W&H employee slipped through Lorne's mind reading, as well as the time Lorne failed to detect that Angel's soul had not been restored in Angelus.

to:

** Lorne says that Eve reads clean. Angel says, "You've been wrong before," referencing the time a traitorous W&H employee slipped through Lorne's mind reading, as well as the time Lorne failed to detect that Angel's soul had not been restored in Angelus.



** While en route to England, Angel anxiously mentions that he's never flown in an airplane before -- though he has rode in a helicopter. This is an allusion to the helicopter he used to thwart Wolfram & Hart's SpecOps team in the season premiere ("Conviction"). Angel has also hung onto the outside of an airborne helicopter ("Sanctuary").

to:

** While en route to England, Angel anxiously mentions that he's never flown in an airplane before -- though he has rode in a helicopter. This is an allusion alludes to the helicopter he used to thwart Wolfram & Hart's SpecOps team in the season premiere ("Conviction"). Angel has also hung onto the outside of an airborne helicopter ("Sanctuary").



* DiggingToChina: As Spike stands on the bridge, peering into the depths of the Well, he surmises that there's "a bloke somewhere in New Zealand" staring right back down at him.

to:

* DiggingToChina: As Spike stands on the bridge, peering into the depths of the Well, he surmises that there's on the possibility of "a bloke somewhere in New Zealand" staring right back down at him.



* DramaticIrony: Fred's parents, Roger and Trish, are nervous about her leaving for the big awful city. Fred reassures her dad, it's city of angels. Roger snorts, "And if you meet '''one''' angel there, I'll eat the dogs."

to:

* DramaticIrony: Fred's parents, Roger and Trish, are nervous have apprehensions about her their daughter leaving for the big awful city. Fred reassures her dad, it's city dad by mentioning LA's nickname: The City of angels. Angels. Roger snorts, "And if replies: "If you meet '''one''' angel there, I'll eat the dogs."



* EmpathicEnvironment: The scene where Fred collapses on the staircase was filmed from a direct angle, giving the characters the appearance of being 'entangled' in the railings.
** This, in addition to the static shot of Angel's jet hovering (i.e. not ''zooming'') in the air, communicate the futility of the heroes' attempts to save Fred.
* EldritchLocation: The Deeper Well.
* EveryoneCanSeeIt: Wes asks if Gunn already knows about his relationship with Fred. Gunn says it's on every Blackberry in the building. Even the secretarial pool knows.

to:

* EmpathicEnvironment: The directors intentionally shot the scene where Fred collapses on the staircase was filmed from a direct angle, giving angle to give the characters the appearance of being 'entangled' getting "entangled" in the railings.
** This, in addition to the The static shot of Angel's jet hovering (i.e. hovering, not ''zooming'') ''zooming'', in the air, air -- combined with the above-mentioned shot -- communicate the futility of the heroes' attempts to save Fred.
Fred.
* EldritchLocation: The Deeper Well.
Well
* EveryoneCanSeeIt: Wes asks if Gunn already knows about his relationship with Fred. Gunn says it's on every Blackberry in the building. Even even the secretarial pool knows.



** This is the second time that Angel was unaware of Fred's romantic life. The first was when Fred and Gunn broke up in "Double or Nothing".

to:

** This is marks the second time that Angel was finds himself unaware of Fred's romantic life. The life (the first was coming when Fred and Gunn broke up in "Double or Nothing".Nothing").



* FinalSpeech: In her last moments of death, Fred begins to see Wolfram and Hart for what it really is. This echoes Cordelia's warning to Angel in the episode "You're Welcome".
* {{Foreshadowing}}: The gang wonder if the Senior Partners sent the sarcophagus; Gunn says he'll go to the White Room and see if he can talk to the conduit. Gunn goes to the White Room and tries to summon the panther, who doesn't appear. Instead, he gets socked in the face and turns to see -- himself (actually The Conduit in the form of Gunn). Although Gunn doesn't realize it yet, The Conduit is showing him the true 'culprit' behind Illyria's escape.
** Lorne's prophecy that Eve's future is "not too bright" comes to fruition in "Not Fade Away".

to:

* FinalSpeech: In her last moments of death, Fred begins to see Wolfram and & Hart for what it really is. This echoes Cordelia's warning to Angel in the episode "You're Welcome".
* {{Foreshadowing}}: The gang wonder if the Senior Partners sent the sarcophagus; Gunn says he'll go to the White Room and see if he can talk to the conduit. Gunn goes to the White Room and tries to summon the panther, who doesn't appear. Instead, he gets socked in the face and turns to see -- himself (actually The ''himself'' (The Conduit in the form of Gunn). Although Gunn doesn't realize it yet, The Conduit is showing has shown him the true 'culprit' behind Illyria's escape.
escape.
** Lorne's prophecy that about Eve's future is -- "not too bright" -- comes to fruition in "Not Fade Away".



* GeniusBonus: Fred's [[GirlsLoveStuffedAnimals stuffed rabbit]] is named for American physicist [[http://en.wikipedia.org/wiki/Mitchell_Feigenbaum Mitchell Feigenbaum]]. Hence, the "[[RedBaron Master of Chaos]]."

to:

* GeniusBonus: Fred's Fred named her [[GirlsLoveStuffedAnimals stuffed rabbit]] is named for after American physicist [[http://en.wikipedia.org/wiki/Mitchell_Feigenbaum Mitchell Feigenbaum]]. Hence, Feigenbaum]] -- hence, the "[[RedBaron Master of Chaos]]."



* GilliganCut: The ColdOpen flashes back to Texas sometime in the '90s, when Fred was packing up and moving to L.A. -- against the wishes of her parents, who aren't completely thrilled with the idea. Fred promises her parents that she'll be careful and will live a boring life. In the present, she's doing anything but - she's [[KillItWithFire incinerating wall-hugging demon eggs in a sewer with a blowtorch.]]

to:

* GilliganCut: The ColdOpen flashes back to Texas sometime in the '90s, when '90s to show Fred was packing up and moving to L.A. -- against the wishes of her parents, who aren't completely thrilled with the idea. parents. Fred promises her parents that she'll be careful and will live a boring life. In life; in the present, she's doing anything but - she's [[KillItWithFire incinerating wall-hugging demon eggs in a sewer with a blowtorch.]]



* HopeSpot: Drogyn explains that the only a true champion can perform the necessary ritual to vanquish Illyria. Angel tells Drogyn that he's looking at two of them. Not so fast; Drogyn informs them that if they bring the sarcophagus back to the well it will draw Illyria from Fred but into every single person it passes between L.A and the well; hundreds of thousands of people will die in agony in order to save her. Angel and Spike are devastated, and Drogyn leaves them to think it over.

to:

* HopeSpot: Drogyn explains that the says only a true champion can perform the necessary ritual to vanquish Illyria. Illyria; Angel tells and Spike qualify. Drogyn that he's looking at two of them. Not so fast; Drogyn informs then hits them that with another condition: if they the champions bring the sarcophagus back to the well well, however, it will draw Illyria Illyria's essence from Fred but into every -- and through ''every single person it passes between L.A and as it returns to the well; hundreds Well''. Thousands -- ''hundreds of thousands thousands'' -- of people will die in agony in order to save her. Fred. Drogyn leaves a devastated Angel and Spike are devastated, and Drogyn leaves them to think it over.



* ILetGwenStacyDie: Fred dies in this episode. This makes her the third core member of Angel Investigations to die. The first was Doyle in "Hero" who sacrificed himself to save Angel; the second was Cordelia in "You're Welcome".
* IWantMyBelovedToBeHappy: "Mummies can be a lot more trouble than you'd think. And you're seeing Wesley now." Fred stammers, and Knox says he didn't want to make her uncomfortable, he just wanted to clear the air. He says, "I love working with you, and that's plenty." Fred coos at [[ConsummateLiar how sweet Knox is]].

to:

* ILetGwenStacyDie: Fred dies in this episode. This makes her the third core member of Angel Investigations to die. The first was die (after Doyle in "Hero" "Hero", who sacrificed himself to save Angel; the second was Angel, and Cordelia in "You're Welcome".
Welcome").
* IWantMyBelovedToBeHappy: "Mummies can be a lot more trouble than you'd think. And you're seeing Wesley now." Fred stammers, and Knox says he didn't want to make her uncomfortable, he just wanted to clear the air. He says, "I love working with you, and that's plenty." Fred coos at [[ConsummateLiar how sweet Knox is]].Knox's sweetness]].



* IronicNurseryTune: As they pass each other on the stairs, Fred reminds Lorne to meet her for lunch. Lorne calls from over his shoulder that he'll "just look for where the sun shines" and begins to sing, "You Are My Sunshine", Fred picks up the song, and Lorne immediately whips around and reads her thoughts, realizing that something is wrong. A moment later, Fred suddenly starts coughing up blood and convulsing.

to:

* IronicNurseryTune: As they pass each other on the stairs, Fred reminds Lorne to meet her for lunch. Lorne calls from over his shoulder that he'll "just look for where the sun shines" and begins to sing, "You Are My Sunshine", Sunshine". When Fred picks up the song, and Lorne immediately whips around and reads her thoughts, realizing that something is wrong. A thoughts -- just a moment later, before Fred suddenly starts coughing up blood and convulsing.



* JackBauerInterrogationTechnique / OOCIsSeriousBusiness: Lorne (having been a pacifist up to this point) delivers not only his first punch, but first ''death threat'' to Eve. Having seen his homeland, it's safe to say Lorne could make good on his threat and kill her in an instant, but opts not to.
* LossOfIdentity: In Fred's bedroom, Fred suddenly panics and says they needs to find Feigenbaum. When Wesley asks who that, Fred breaks down and realizes that she can no longer remember.
* MakeAnExampleOfThem / TranquilFury: Wesley makes it clear to his staff that Fred is their priority when a toady enters Wesley's office requesting a file. Wesley tells him it can wait, but when the lawyer complains, Wes calmly pulls out a gun from the drawer and shoots him in the kneecap.
-->'''Wesley:''' [on speaker-phone] Jennifer, Please send ''anyone else'' not working Miss Burkle's case to me.
* MeaningfulEcho: In the episode "Through the Looking Glass" (2x21), Fred's first lines to Angel are: "Handsome man... saved me from the monsters." Then again in this episode, Fred says her last lines to Angel: "Handsome man saves me," as Angel leaves her in the hospital room.
** Also, her dying words.
-->'''Fred:''' [[CerebusCallBack Cavemen win]]. Of ''course'' cavemen win...''

to:

* JackBauerInterrogationTechnique / OOCIsSeriousBusiness: Lorne (having been -- a pacifist up to this point) point -- delivers not only his first punch, but first ''death threat'' to Eve. Having seen his homeland, it's safe to say Lorne could make good on his threat and kill her in an instant, instant (which we know from the look at his homeland), but he opts not to.
* LossOfIdentity: In Fred's bedroom, Fred suddenly panics and says they needs to find Feigenbaum. When Wesley asks who that, about him, Fred breaks down and realizes that she can no longer remember.
* MakeAnExampleOfThem / TranquilFury: Wesley makes it clear to his staff that Fred is has become their priority when a toady toadie enters Wesley's office requesting a file. Wesley tells him it can wait, but when the lawyer he complains, Wes calmly pulls out a gun from the drawer and shoots him in the kneecap.
-->'''Wesley:''' [on speaker-phone] Jennifer, Please please send ''anyone else'' not working Miss Burkle's case to me.
* MeaningfulEcho: In the episode "Through the Looking Glass" (2x21), Fred's when Fred first lines talks to Angel are: Angel, she says, "Handsome man... saved me from the monsters." Then again in In this episode, Fred says her last lines to Angel: Angel, "Handsome man saves me," as Angel leaves her in the hospital room.
room.
** Also, her Her dying words.
words also count:
-->'''Fred:''' [[CerebusCallBack Cavemen win]]. Of ''course'' cavemen win...''



* MyGodWhatHaveIDone: Knox says that Los Angeles is the site of Illyria's former kingdom, adding that her sarcophagus was supposed to teleport back to the city, but the continents drifted. He and the other acolytes were trying to get it to Wolfram & Hart, but then it got stuck in Customs. Knox whips out a piece of paper and shows it to Gunn, saying, "But ''you'' took care of that."
* NoExceptYes: Angel accusingly says that Spike just likes stabbing him.

to:

* MyGodWhatHaveIDone: Knox says that Los Angeles is marks the site of Illyria's former kingdom, adding that kingdom; her sarcophagus was supposed to teleport should have teleported back to the city, but the continents drifted. He says he and the other acolytes were trying tried to get it to the sarcophagus into Wolfram & Hart, but then it got stuck in Customs. Customs -- at which point, Knox whips out a piece of paper and shows it to Gunn, saying, "But Gunn.
-->'''Knox:''' But
''you'' took care of that."
that.
* NoExceptYes: Angel accusingly says that Spike just likes stabbing him.



----
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* NoodleIncident: Fred and Knox are in the lab, talking about the sarcophagus. Knox says that there wasn't an invoice, so he thought she "went crazy on EBay." Fred retorts, "After that commemorative plate incident, I'm living clean."

to:

* NoodleIncident: Fred and Knox are in the lab, talking about the sarcophagus. Knox says that there wasn't an invoice, so he thought she "went crazy on EBay.Website/{{eBay}}." Fred retorts, "After that commemorative plate incident, I'm living clean."

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Changed: 4077

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In Wolfram & Hart's science lab, Knox oversees the delivery of a sarcophagus. When Fred touches one of the crystals that cover the lid, a puff of dusty air is released, making her cough. Later, when she meets Wesley downstairs, Fred suddenly coughs up blood and collapses. When Fred regains consciousness in the medical wing, her friends assure her that she'll be okay, even though they don't know what's wrong with her.

The group rushes to the lobby, where Angel admits some sort of parasite is slowly killing Fred. Angel, Spike, and Lorne go to Lindsey's apartment, where they encounter Eve. She claims not to know anything about what's happening to Fred and says that she hasn't heard from Lindsey. Eve sings a little of "L.A. Song" and Lorne determines that she's not involved. As the guys leave, Eve says that there's no info on the sarcophagus in the firm's records, and the only thing not in the firm's records is the most ancient demons, the Old Ones.

In Wesley's office, he tells the group that the demon in question is called Illyria, "a great monarch and warrior of the demon age... left adrift in the Deeper Well," which is the burial ground for all the remaining old ones. Fred's skin is "hardening like a shell"; she is being hollowed out so that Illyria can use her to return to the world. The Deeper Well is in the Cotswolds in England, and Angel and Spike prepares to go speak with its keeper, Drogyn (whom Angel knows). As they head into the Deeper Well, Angel explains to Spike that Drogyn hates being asked questions because he cannot lie.

Knox suggests to Gunn that they freeze Fred in the cryogenics lab until they figure out how to stop what's killing her, but his tests don't work. Upset at his failure, he tells Gunn, "I don't just care about Fred, I practically worship it." Gunn catches his slip of the tongue and accuses Knox of causing what's happening to Fred. Knox admits he is one of Illyria's acolytes. Knox tells Gunn he helped the sarcophagus get there - in fact, he signed for it.

Drogyn explains that Illyria essence can be drawn back into the Well. However, as they bring the sarcophagus back to the Well, Illyria will leave Fred and enter and kill every person between L.A. and the Deeper Well. Angel realizes that he can't allow that many people to die, even to save Fred. In her apartment, Fred asks Wesley if he would have loved her; he tells her that he's always loved her, even before he knew her. She asks him to tell her parents that she wasn't scared. As he begins to weep, her eyes turn blue. Fred's body twitches and sends Wesley across the room, where he watches her skin and hair turn blue. She stands up - now taken over by Illyria:

[coldly] "This will do."

to:


->"There's [[TitleDrop a hole in the world]]. Feels like we ought to have known."
-->~ '''Spike'''

In Wolfram & Hart's science lab, Knox oversees the delivery of a sarcophagus. When sarcophagus; when Fred touches one of the crystals that cover the lid, a puff of dusty air is released, making her cough. Later, when she As Fred meets Wesley downstairs, Fred suddenly she coughs up blood and collapses. When Fred collapses; after she regains consciousness in the medical wing, her friends assure her that she'll be okay, even though they don't know what's wrong with her.

her.

The group rushes to the lobby, where Angel admits some sort of parasite is slowly killing Fred. Angel, Spike, and Lorne go to Lindsey's apartment, where they encounter Eve. She claims not to know anything Eve, who says she knows nothing about what's happening to Fred and says that she hasn't heard from Lindsey. Eve sings a little of "L.A. Song" and Lorne to Lorne, who determines that she's not involved. As the guys leave, Eve says that there's no info on the sarcophagus in the firm's records, and the only thing not in the firm's records is are records on the most ancient demons, known as the Old Ones.

In Wesley's office, he tells When the group that returns to Wolfram & Hart, Wesley tells them the demon in question is called Illyria, "a great monarch and warrior of the demon age... left adrift age" who was buried in the Deeper Well," which is Well, the burial ground for all the remaining old ones. Fred's skin is "hardening like a shell"; she Old Ones. Fred is being hollowed out "hollowed out" so that Illyria can use her to return to the world. The Deeper Well is in the Cotswolds in England, and Angel and Spike prepares go to go the Deeper Well to speak with its keeper, Drogyn (whom Angel knows). As they head Drogyn; as the duo heads into the Deeper Well, Angel explains to tells Spike that to avoid asking Drogyn hates being asked questions because he questions, as Drogyn cannot lie.

As Gunn tries to find a way to save Fred -- and discover who was responsible for the sarcophagus' arrival in the first place -- Knox suggests to Gunn that they freeze freezing Fred in the cryogenics lab until they figure out how to stop what's killing her, but her. When his tests don't work. Upset at his failure, he work out, Knox tells Gunn, "I don't just care about Fred, Fred -- I practically worship it." Gunn catches his the slip of the tongue and accuses Knox of causing what's happening to Fred. Knox admits he is one of Illyria's acolytes. Knox acolytes -- then tells Gunn he helped how the sarcophagus get there - in fact, he arrived at Wolfram & Hart: Gunn signed for it.

it to receive a boost to his enhanced mental abilities, which had begun to deteriorate since he joined up with Wolfram & Hart.

As Angel and Spike explore the Deeper Well,
Drogyn explains that Illyria says Illyria's essence can be drawn back into the Well. However, as they bring out of Fred by returning the sarcophagus back to the Well, Illyria Well -- but Illyria's essence will leave Fred and enter and kill every person between L.A. Los Angeles and the Deeper Well. Well if this is done. Angel realizes that he and Spike realize they can't allow that many people to die, even a single death to occur, much less thousands, to save Fred. All hope to save Fred is lost.

In her apartment, Fred asks Wesley if he would have loved her; he tells her that says he's always loved her, even before he knew her. She asks him to tell her parents that she wasn't scared. As scared; as he begins to weep, her eyes turn blue. Fred's eyes turn blue, then her body twitches and sends Wesley across the room, where he watches her skin and hair turn blue. She stands up - now Illyria has taken over by Illyria:

[coldly]
Fred for good; after her rebirth, she says only one thing:

"This will do."
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* SoundtrackDissonance/{{YouAreMySunshine}}: Lorne sings this moments before Fred collapses. That's called 'asking for it.'

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* SoundtrackDissonance/{{YouAreMySunshine}}: SoundtrackDissonance/{{You Are My Sunshine}}: Lorne sings this moments before Fred collapses. That's called 'asking for it.'
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* YouAreMySunshine: Lorne sings this moments before Fred collapses. That's called 'asking for it.'

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* YouAreMySunshine: SoundtrackDissonance/{{YouAreMySunshine}}: Lorne sings this moments before Fred collapses. That's called 'asking for it.'
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Added DiffLines:

* YouAreMySunshine: Lorne sings this moments before Fred collapses. That's called 'asking for it.'
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** Or ask Drogyn any questions.
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* WillNotBeAVictim: Fred explicitly says as much.
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* DialogueReversal
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trope renamed to Repeating So The Audience Can Hear, example was X Just X


* SoWhatYouAreSaying

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