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Recap / Angel S 05 E 16 Shells

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"She's gone."

Wesley thinks that Fred is alive, if a little blue, but he soon realizes that she's really Illyria. She turns and is shocked that Wesley dares to speak her name. He mentions Fred and she tells him that Fred doesn't mean anything to her. He picks up an axe and hits her with it, but all it shatters in contact. Illyria remembers Fred and states that it is the "shell" she's inhabiting. Wesley tells her that Fred was the woman Illyria killed. Illyria mentions his grief and how disgusting it is, so Wesley tells her that if she stays she will always feel it. He explains that Earth is ruled by humans and, if she leaves Fred's body, she could come back later when humans have all died out. Illyria realizes what he's doing and tells him that "he seeks to save what is rotted through". She then throws him across the room and says that if humans are in charge, she has a lot of work to do.

Spike and Angel fly home from England, Spike trying to get drunk on tiny bottles of booze. He tries to comfort Angel by reminding him that if they'd saved Fred, thousands of people would have died, which Fred wouldn't have wanted. Angel asks what the word "gone" really means, since in their world people don't always stay dead; the body houses the soul, so, as long as that is out there, there is hope for Fred.

In Gunn's office, he has beaten and tied up Knox. Harmony wants to help but Gunn says that this is personal. Wesley arrives and Gunn tells him that Knox was involved with what happened to Fred. Wesley announces that she is gone, so Knox starts laughing, pleased that his plans went through. He tells them that he loved Fred and that was why he chose her for his goddess; she is so much more now and is lucky to have been sacrificed in order to bring Illyria forth. Wesley points a gun at him and verbally blasts him. Angel and Spike return in the midst of this and agree with the group that it's time to get Fred back.

The team gathers in Angel's office and are filled in on the trip to the Deeper Well. Lorne blames himself for not seeing anything when he read Knox, but Angel says that they couldn't have stopped what happened unless they hadn't come to Wolfram & Hart at all. Lorne apologizes and leaves. Gunn agrees with Lorne that they should've seen this coming, but Angel points out that, according to Drogyn, the sarcophagus was predestined to be released. Gunn mentions that Knox told him someone signed the sarcophagus out of customs. Wesley isn't happy that Gunn isn't doing more, and, when Angel tells him that they need to stay on top of things for Fred's sake, Wesley says that she's gone. Spike says that Illyria only took over Fred's body — her soul is still out there, which all that matters. Angel assures Wesley that they'll find Fred's soul and return it to her body, then get revenge on anyone who was involved in what happened. The team brainstorm on who to get to help them and Wesley mentions Willow, who's in South America. Angel says that they'll track her down, but, in the meantime, they have to keep Illyria contained. At that moment, Illyria grabs Knox from Gunn's office, smacking Harmony aside so she can make her exit.

Illyria heads down to the lab and studies her sarcophagus, while Knox talks about how much he's loved her since he was eleven. She mentions that he's her Qwa'ha Xahn, her guide in this world. He then shows her how he's followed the ancient ritual of sewing her sacraments into his body, close to his heart. Illyria is disappointed that the world has changed so much since the last time she was in it, and Knox laments that there's nothing he can do about it. Illyria says that she can do something to change it; she rips her clothes off, touches the sarcophagus, and a body suit of armor if formed around her body.

Angel tries to contact Willow from his office, but learns from Giles that she's in the Himalayas and on another astral plane, before being put on hold. Wesley apologizes to Gunn for taking out his anger on him earlier, noting that Gunn has done everything he can. Giles returns to the phone and, after confirming that Angel still works for Wolfram & Hart, refuses to help. In response, Angel flings the phone against the wall. Harmony arrives and tells the group that Illyria grabbed Knox and took him somewhere. Before Illyria and Knox can leave the building, the gang arrives along with a fully-armed security team. Illyria notes that Angel is a warrior, not being sure there were any left in the world. The team start to fight Illyria, but she tosses Angel out a window and slows down the time continuum so she and Knox escape. By the time Angel hits the ground, the two are gone.

The team regroups and Angel says that he doesn't think Illyria will be back, since she has Knox now. He isn't thrilled that Illyria appears to have super strength and the ability to alter time. Wesley and Harmony head to the science lab to look for anything in Knox's files that could help. Gunn goes to speak with his contacts and Angel and Spike go to look for Illyria. In Angel's office, Spike asks Angel if he could tell that Illyria was there at all, because she had no scent. Spike begins to voice the possibility that Fred is really gone. Angel states that he lost Cordelia because something crawled inside her and used her up, so he won't let that happen to Fred.

In the science lab, Harmony looks through Knox's things as Wesley stares at the sarcophagus. He talks about how Fred was just curious and that's why she didn't put it into containment first; he states that he hates her a little for being so curious. Wesley smashes the sarcophagus with a pry bar and then takes a crystal from it. Harmony finds Knox's cell phone which has all the call records wiped, but points out that as he couldn't have deleted any missed calls he's had after leaving it. Wesley discovers that he has three missed calls in the last few hours, all from the same person.

Gunn pays a visit to Dr. Sparrow and demands to know everything the doctor does about how to bring Fred back. Sparrow says that it's impossible; Gunn got his permanent legal upgrade because he signed the sarcophagus out of customs. Gunn tells him to take back all of the legal knowledge and bring Fred back, but Sparrow says that there's nothing to bring back: her soul was destroyed in the fires of resurrecting Illyria. Sparrow tells Gunn that he made a deal and needs to learn to live with it. The doctor starts to leave but gets knocked out by Wesley, who points his gun at Gunn and asks if there's anything he wants to say. Gunn finally reveals that he signed out the sarcophagus, but he didn't think anyone would get hurt. Wesley blasts him for not remembering that "nothing from Wolfram & Hart is ever free." Gunn says that he couldn't stand just being the muscle; he knew there would be a consequence, but didn't think that it would affect any one of them. As he puts his gun down, Wesley says that he can understand not wanting to go back and wanting to be someone else. He then stabs Gunn in the gut with a scalpel and says he can't forgive that Gunn didn't say anything while Fred was dying.

Back in Wesley's office, Angel slams Wesley up against the wall and asks him to explain his actions; Wesley says that he didn't do much damage and Gunn should be fine. Wesley tells Angel that Fred's soul was destroyed and there's nothing they can do. He reveals Gunn's part in what has happened and says that he let her die. Angel tells him about the circumstances Drogyn mentioned at the Deeper Well, revealing that Fred could have lived if Angel had let thousands of others die, but he wasn't willing to do that. He asks Wesley to put aside his feelings to focus on dealing with Illyria. Spike arrives, having interrogated Sparrow, and says that he got the name Vahla Ha'nesh out of him. Wesley discovers that this was Illyria's temple and the location where she was supposed to be resurrected. She was entombed with an army that's supposedly waiting for her return to Los Angeles. Wesley says that it's still there, just in a different stream of time that only Illyria can get to.

Illyria breaks into a bank with Knox. She attempts to open a portal, but realizes that the gateway is blocked. Knox says that Wolfram & Hart probably did something to keep it closed, but he has a way to open it.

Harmony visits Gunn in his hospital room, giving him some papers to sign relieving him of any more responsibility at the firm. Harmony wonders how he could hurt his friends the way he did. Gunn says that he was weak and wanted to be someone he's not. He adds that it doesn't matter anyway, since Fred is gone and isn't coming back.

At the bank, Knox performs a spell, finishing up just as Angel, Spike, and Wesley arrive. Angel tells Illyria she has a lot to pay for, top of the list being the fact she's walking around looking like Fred. Knox tells them that they can't win this battle, but Wesley is willing to die trying. Angel doesn't want more innocent people to die and Illyria confirms that Angel is willing to be the warrior for the innocent, even Knox. Angel says that Knox may be scum, but he's still human, and Angel has to fight for every person. Wesley then shoots Knox. Illyria tells them that she is bothered that he would think that Knox's death matters to her at all. The team start fighting Illyria, who beats them easily, until Angel pulls out the crystal Wesley grabbed from the sarcophagus. Illyria opens a portal and runs to her temple, followed by Wesley, who makes it before it closes and Angel and Spike can't join them.

Illyria tells Wesley that he's too late to defeat her, since her Army of Doom will be brought forth, but she soon notes that her army is long dead. She's upset that her world is gone and Wesley replies that now she knows how he feels. She opens a portal and heads off somewhere; Wesley heads back through the portal to the bank.

Back in Angel's office, Spike is satisfied that they don't have to fight Illyria's army. Angel says that they need to close the portal to the temple, as well as make sure that Illyria doesn't cause them any more trouble. Spike decides that he'll stay in Los Angeles, since that's what Fred would have wanted.

Wesley packs up Fred's office as Illyria notes that he's grieving for one person. She says that this place was part of her "shell". She tells Wesley that there are still fragments of Fred inside her, so she can remember parts of her. Illyria uses Fred's voice to ask "Please Wesley... Why can't I stay?" Wesley tells her to leave, but Illyria says that she has nowhere to go; she's stuck in the world now and needs his help to learn how to live there. Wesley says that if he helps her, she has to change and stop killing people. She points out that he killed Knox, so Wesley says that Knox killed Fred. However, he agrees to help Illyria because she looks like Fred. Illyria asks if there's anything in life other than grief and Wesley replies that there's love and hope, as well as the possibility of being surprised. "Is that enough to live on?" she asks.

Gunn, Harmony, Lorne, Spike, and Angel grieve for Fred on their own. In the lab, Wesley packs up Fred's things, including her stuffed bunny Feigenbaum, while Illyria looks around Fred's office. Years before, in Texas, Fred packs up her car, says goodbye to her parents, and heads to Los Angeles.


  • Asshole Victim: Nobody seems bothered about Wesley killing Knox. Angel seems more annoyed than anything.
    Illyria: You've destroyed my Qwa'ha Xahn.
    Spike: Yeah, OK, but you gotta admit, he had it coming.
  • Bait-and-Switch Comment: Illyria's response to Knox being gunned down in front of her.
    "It offends me...that you think he matters."
  • Battle Strip: No, she's not planning to breed an army...
    Illyria: This's not how I left it.
    Knox: I'm sorry. There's nothing I can do about that.
    Illyria: But I can. (turns to face Knox, rips her shirt off)
    Knox: (Jaw Drop at Illyria's naked body) Oh...Okay.
  • Betrayal by Inaction: After forcing the truth out of Gunn, Wesley admits he can forgive Charles for not wanting to go back to who he used to be. After all, Wesley knows this struggle all too well thanks to his own character development since Buffy Season Three. However, Gunn knowing what was happening to Fred, saying nothing, and letting her die to protect his secret? That is not so forgivable and it earns Gunn a scalpel in the gut.
  • Blade Catch: Illyria catches two swords in her bare hands, swung at her simultaneously from opposite sides; she grabs the blades and uses them to swing Spike and Angel against the walls.
    Illyria: Unimpressive.
  • Call-Back: Harmony points out to Wesley the rarity of being loved in kind by the person he loved. In both Seasons 4 and 5 of Buffy The Vampir Slayer, Harmony was involved with Spike but he never reciprocated her feelings.
  • Cold-Blooded Torture: Spike references the fact that he is quite the Torture Technician himself, mentioning that he got out of a servant of Illyria, "screams, various bodily fluids and a name".
  • Continuity Nod:
    • Team Angel turning to Willow for help as they did when restoring Angel's soul. Spike says Willow was last in South America, as Andrew told him in "Damage". Though apparently she's now moved to The Shangri-La (or a higher plane). But Giles refuses to cooperate with Angel because he's still working at Wolfram & Hart, reflecting Buffy's similar suspicion in that episode.
    • Wesley is packing Fred's items and takes a painted plate off the wall, from Fred's eBay incident.
  • Curiosity Killed the Cast: Wesley says that Fred's curiosity prevented her from immediately placing the sarcophagus in isolation. "I think I hate her for that."
  • Death Is a Slap on the Wrist: Angel and Spike talk about how in "their world", dead doesn't always mean dead. But the trope is subverted as it's made clear that even though Fred's body is being used by the demon goddess Illyria, Fred can't be brought back by supernatural means as one might expect (the writers did plan on eventually splitting them apart though, had the series not been denied a sixth season).
  • Deader than Dead: According to Dr. Sparrow, Fred's soul was "consumed by the fires of resurrection"; she's not only dead, but denied heaven.
  • Despair Event Horizon: Illyria has one after seeing what's become of her kingdom, ruined and abandoned.
  • Destination Defenestration: Illyria faces off with Team Angel, backed up by the Wolfram & Hart tactical operations team. She throws Angel through the window, then slows time, grabs Knox by the hand and walks out of the building before Angel even hits the ground — they actually pass him, suspended in midair, while they're leaving.
  • Didn't See That Coming: Illyria is actually a bit impressed when Angel thinks to use a gem from her sarcophagus to bypass her time distortion and actually hit her. It doesn't concern her for long, though.
    Angel: "It's connected to you. I'm connected to it."
    Illyria: Sneaky.
  • Do Not Go Gentle: Even as Knox and Illyria declare that they can't stop them, Angel, Spike, and Wesley make it clear that they're not going down or letting Illyria win without a fight.
  • Dodge the Bullet: When you can affect time, you don't need to.
  • Doomy Dooms of Doom: Lampshaded when Team Angel are looking at a drawing of Illyria in her Glory Days.
    Spike: What are these smaller bits?
    Wesley: (reading) Her Army of Doom.
    Spike: There's a shock.
  • Double-Meaning Title: Illyria refers to Fred's body as a 'shell', and the gang feel like empty shells after Fred's death.
  • Downer Ending: Fred won't be coming back.
  • Dramatic Gun Cock: Angel, Spike and Wes enter with a Wolfram & Hart Spec Ops team.
    Illyria: Two half-breeds and a band of primitives. Is this all that challenges me now?
    Angel: That, and a whole lot of bullets. (Goons cock their Heckler & Koch submachine guns)
  • Dramatic Irony: While it's not explicitly pointed out, the audience knows that Wesley's fury towards Gunn's an inversion of what happened back in "Forgiving". Thanks to the memory wipe at the end of Season Four, Wesley has no idea he was in Gunn's shoes 2 years earlier when he betrayed Angel by giving Connor to Holtz (and was likewise nearly killed by a vengeful Angel). It's not hard to imagine this is part of why Angel's angry at Wesley for stabbing Gunn; he recognizes history's repeating himself and Wesley just did to Gunn what Angel did to Wesley in the hospital.
  • Dramatic Shattering: After Giles hangs up on him, Angel hurls his phone against the wall.
  • Drowning My Sorrows: Lorne at the end of the episode. Also, Spike tries to drown his sorrows on the airplane back from England. He complains that he can't even get drunk on the dinky little airplane bottles, although he certainly doesn't seem completely sober.
  • Due to the Dead: Spike chooses to remain with Team Angel in honor of Fred's memory.
  • Eating the Eye Candy: When Illyria rips off her shirt in front of Knox, he can't help but stare, complete with a Jaw Drop.
  • The Empath: Illyria can sense the grief about her, and is repelled by it. Wesley uses this to try and convince her to leave Fred's body — turns out she's bound to it.
  • Failed Attempt at Drama: Illyria taunting Angel by asking if, since he values humans so much, he's willing to defend Knox — the man responsible for Fred's death. Angel sets his jaw and prepares a Patrick Stewart Speech.
    Angel: And if it comes down to a choice between you and him, then yes, I would fight for his life, just like any other human's. Because that's what people do. That's what makes us—- (Wesley shoots him) ...Were you even listening?
  • Eldritch Abomination: Illyria in her former form.
  • Equivalent Exchange: After learning of Gunn's Deal with the Devil, Wes furiously chastises him. They know all too well that nothing from Wolfram and Hart is ever free. Gunn admits he knew' this and that there would be a hidden cost. But he wrongly gambled it wouldn't be one of the Fang Gang (or that it would be Fred).
  • Expecting Someone Taller: Given the size of Illyria in her natural form, it's expected her high priest would have to be.
    Illyria: My last Qwa'ha Xahn was taller.
    Knox: I—I may be shrinking a bit in the glory of your presence.
  • Flashback: The episode ends on Fred leaving the Burkle home for Los Angeles.
  • Flash Step:
    • A dismayed Illyria is on her knees. Wesley is standing over her with a gun pointed at her head. He's distracted by a portal opening...Illyria of course has already passed through it.
    • Angel surprises Illyria for a moment when he pulls this stunt thanks to the Power Crystal. But only a moment.
  • Forgot to Feed the Monster: Illyria travels to her temple to release her army and take over the world again. Wesley follows her expecting to encounter a horde of hellbeasts, only to walk into a dusty, empty ruin, with a distraught Illyria in the middle. Apparently, if you leave a building full of people sealed off from the rest of reality for eons, they die and the building falls down.
  • Ghost Memory: Illyria has Fred's memories, but not her soul.
  • Goddess Emperor
  • Grievous Harm with a Body: After Knox is gunned down, Illyria shows her lack of regard by kicking his corpse at Wesley.
  • Good is Not Nice: Team Angel goes somewhat off the rails in their desire to avenge Fred. Even Wesley doesn't try to justify his actions afterwards.
  • Guns Akimbo: Wesley does his thing. For once the accompanying Slow Motion is justified as Illyria is slowing time so she can Dodge The Bullets.
  • Half-Truth: Gunn desperately tries to fix things without coming clean about his role in Fred's death. When the truth comes out, he's alone in a room with Wesley and a trayful of sharp objects. Angel too is reluctant to admit that he had a chance to save Fred, but didn't.
  • Hell-Bent for Leather + Spy Catsuit: Illyria uses her powers to create a full-body leather covering, presumably so the audience will worship her too.
  • I Did What I Had to Do:
    Angel: What did you do?!
    Wesley: What I had to!
  • I Don't Like You And You Don't Like Me: At the conclusion of the episode Spike admits to Angel that he doesn't really like him. And another two hundred years probably isn't going to change that. Nevertheless, Spike decides to honor Fred by staying on with the crew.
  • I Know Your True Name: Just like with Jasmine, Illyria is offended that such a low creature as Wesley speaks her name.
  • In Your Nature to Destroy Yourselves: Invoked when Wesley urges Illyria to leave Fred's body and sleep for another millennia or so, as the humans currently infesting the planet are stupid and will eventually destroy themselves.
  • Inadvertent Entrance Cue: Angel says they need to find Illyria. Description Cut to Knox being pulled through an internal window by Illyria before a startled Harmony.
  • Innocent Fanservice Girl: It's a very brief scene, but Illyria rips off Fred's old clothes in front of Knox. She's the "goddess-avatar" type and presumably doesn't really get that doing this sort of thing might have people lusting after her, which she seems to find unpleasant when Connor is doing it.
  • Jack Bauer Interrogation Technique: Spike comments on his (off-screen) torture of Dr. Sparrow.
    Angel: What did you get out of him?
  • Just One Second Out of Sync: Vahla ha'nesh is Illyria's temple, which can exist in L.A because it's "out of phase with our timestream".
  • Killed Off for Real: Knox and Fred.
  • Long Speech Tea Time: Angel's speech about the virtues of humanity and how he'll fight to defend each and every one is interrupted by Wesley shooting Knox. Angel turns and asks him "Were you even listening?"
  • Lovecraft Lite: Illyria, an ancient god-thing from the beyond, returning to find her armies long turned to dust, her powers gone, and herself stuck in a human body. That the pitilessness of the universe can brutalize Lovecraftian monstrosities themselves is somehow made to feel a little sad.
  • Major Injury Underreaction: From the attacker, no less.
    Wesley: "I avoided the major organs. He'll probably live."
  • Marionette Motion: Illyria when she first takes control of her new body.
  • Meaningful Echo: Wesley says after stabbing Gunn, "I avoided the major organs." In "Release" Wesley tortured a junkie by stabbing her, saying afterwards, "I avoided the major arteries."
  • Meaningless Villain Victory: Despite Angel, Spike, and Wesley's best efforts, Illyria successfully manages to get to her temple and army of doom... only to discover that in the intervening time, the temple has collapsed and her army has turned to dust.
  • Misanthrope Supreme: Knox criticizes humans for being deceitful bastards. Illyria is surprised that a human can take a position like identifying against his own race rather than with it. Knox's reply amounts to agreeing that yes, he does identify with demonkind rather than humanity.
  • The Mountains of Illinois: In the last scene, when Fred is driving away from her family home, there are mountains in the background. Dallas, where Fred is from, does not have mountains.
  • The Nicknamer: Spike calls Illyria "The Leather Queen" — the first of many disrespectful nicknames.
  • Nightmare Fetishist: Knox tells Illyria he spent hours in his room as a kid staring at her picture. "My mother thought I was looking at porn."
  • The Nose Knows: Spike realizes Fred has been Killed Off for Real when he can't pick up her scent on Illyria.
  • No Sympathy: Angel phones Giles, desperate to get in contact with Willow, who's in the Himalayas on an astral plane. After confirming that Angel still works for Wolfram & Hart, Giles simply refuses to help him, much to Angel's frustration.
  • "Not So Different" Remark: When a tearful Gunn confesses he didn't want to go back to being the Muscle, Wes understands all too well where Gunn's coming from thanks his own character development since Buffy Season Three. As Wesley acknowledges, he knows what it's like to not want to go back to the kind of person you used to be. He can forgive Gunn for that. Gunn knowing that he was responsible for Fred's dying and keeping shtum, however, is another matter — and one not so forgivable...
  • O.O.C. Is Serious Business: Harmony, who's normally bubbly and ditzy, spends this episode just as depressed and serious as the rest of the team, even comforting a heartbroken Gunn and providing a voice of reason to Wesley. Given how much she cared for Fred too, it's not unexpected.
  • Oblivious Guilt Slinging: Wesley apologizing to Gunn for snapping at him earlier, saying he knows Gunn did everything he could for Fred.
  • Occult Blue Eyes: Illyria looks like Fred with her whole body turned blue. Just as Fred has brown hair, light brown skin and brown eyes, so Illyria has blue hair, blue skin...and an unnatural shade of blue for her eyes. Of course, this use of blue eyes has the effect of making her look as eerie as possible.
  • Patrick Stewart Speech: Angel declares that he would fight, even for Knox, because that's what they do, that's— {Boom} Wesley shoots Knox.
    Angel: Were you even listening?
  • Percussive Therapy: Subverted — Wesley whacks the sarcophagus with a crowbar, but he's actually freeing a Power Crystal via rhythmic vibrations.
  • Person as Verb: Subverted.
    Gunn: It's like she was pulling a Barry Allen. (All the others just look at him quizzically.) Jay Garrick? Wally...? Like she was moving really fast.
  • Please Keep Your Hat On: As per "the ancient ways," Knox stitched a bunch of occult items just near his heart. The scar is messily stitched together.
  • Pop-Cultural Osmosis Failure: When the group is trying to figure out how Illyria escaped them so fast, Gunn mentions Jay Garrick, Barry Allen, and Wally West, all of which get him a blank stare from Angel.
  • Posthuman Nudism: Subverted. After Fred Burkle dies from a mysterious infection, which turns out to be her body being taken over by the ancient goddess Illyria. As she declares her intent to be worshiped again, she rips off her clothes and stands nude... but moments later, her skin hardens into a crystalline armor that she wears permanently afterward.
  • Quizzical Tilt + Punched Across the Room: Illyria's reaction to meeting Harmony.
  • Really Dead Montage: The episode ends with one, from members of Team Angel looking sad to a Happy Flashback of Fred leaving her parents for Los Angeles.
  • Replacement Goldfish: With her kingdom turned to dust and her Qwa'ha Xahn dead, Illyria finds herself lost in this strange new world of humans. Wesley agrees to act as her guide on condition that she refrain from killing.
    Illyria: If I abide, you will help me?
    Wesley: Yes.
    Illyria: Because I look like her?
    Wesley: (tears in his eyes, whispers) Yes.
    Illyria: (looking at her sarcophagus) We cling to what is gone. Is there anything in this life but grief?
    Wesley: There's love. There's hope...for some. There's hope that you'll find something worthy... that your life will lead you to some joy... that after everything... you can still be surprised.
    Illyria: Is that enough? (looks at Wes) Is that enough to live on?
  • Revenge: Gunn confesses to Wesley what happened. Wesley puts aside his shotgun and says he understands the desire not to return to the kind of man you once were. But the fact that Gunn kept quiet while Fred was dying he can't forgive. Then he stabs Gunn with a scalpel.
    Wesley: What I had to.
    Angel: I don't remember seeing "Stab Gunn" on the agenda this morning.
  • Say My Name: Wesley has a Freak Out and starts beating the crap out of Illyria's sarcophagus with a crowbar. Harmony has to snap him out of it.
    "Wes! Stop it. Wes! I appreciate the urge to smash but it's not helping."
  • Sealed Army in a Can: Illyria attempts to conquer the world by raising her invincible demon army that has waited underground while she was sealed away dead. However, it has since crumbled to dust due to the passage of time.
  • Sealed Inside a Person-Shaped Can: Illyria wearing Fred's meatsuit is not just the usual Demonic Possession.
  • Shaped Like Itself:
    Wesley: I've been unreasonable...because I've lost all reason.
  • Shut Up, Hannibal!: Angel starts a speech to Knox about how they're the good guys and they don't kill and in the middle of it Wesley shoots Knox dead. He has principles, but they don't extend all the way to showing mercy to the guy who killed the woman he loved.
  • Silence, You Fool!: Knox is grovelling away as usual when Illyria tells him curtly, "Be silent." He doesn't have to be told twice.
  • Smash to Black: Wes swinging his axe at Illyria. Cut to Title Sequence.
  • The Social Expert: Harmony points out something to try and comfort Wesley: "The girl of your dreams loved you. That's more than most people ever get."
  • Spock Speak: Illyria uses a very measured diction and tone, hardly using any contractions. Amy Acker even drops the slight remnant of her native Dallas accent, to further illustrate that Fred is gone.
  • Staking the Loved One: The moment Wesley realizes Fred is truly gone, he doesn't hesitate to swing an axe at the back of her head. The blade shatters on impact with her skin — Illyria doesn't even notice.
  • Superman Stays Out of Gotham: As was previously established during "Damage", the Scoobies have cut all ties with Angel and his team for their decision to join Wolfram and Hart. Despite Angel's pleas to Giles, their stance will not change and thus the Fang Gang will get no help from Willow in trying to restore Fred's soul. It's ultimately a moot point, though, since Fred's soul was destroyed rather than simply displaced like Angel's on previous occasions.
  • Sycophantic Servant: Knox is a slavish follower of Illyria.
  • Take Me Instead: Gunn begs Dr. Sparrow to take back the brain upgrade, even turn him into a vegetable if it brings Fred back. The Mad Doctor tells him it's too late, as Fred's soul has been consumed.
    "For better or worse, you made a deal, Mr. Gunn. I suggest you learn to live with it."
  • Take That!: Knox's manliness comes into question when Harmony discovers his Rick Springfield screen saver.
  • This Is Unforgivable!: Once Wes finds out that Gunn knew that Fred was at risk of death and simply let it happen, the former Watcher is so infuriated that he actually stabs Gunn in the chest.
  • This Cannot Be!: Illyria's reaction to the remnants of her army and temple.
    Illyria: No... It can't be! It's gone. (falls to her knees) My world is gone.
    Wesley: (*Click* Hello) Now you know how I feel.
  • Time Stands Still: Before the loss of her powers, Illyria is able to perform a version of this trope, selectively slowing down or stopping time while she moves freely amid the resulting slow-motion. It's so slowed, when she throws Angel out of a window near the top of the building they are at, at a walking pace, when she and Knox reach the street, Angel was now 8 feet from the ground and she walked under him. Afterward, the heroes view the building's security camera footage, making it clear that Illyria literally slows time down, not just their perception of it, as the footage shows her leaving the building at Flash-like speeds. So either she slows down time for the entire universe except for herself and anyone she sees fit to exempt from it, or she speeds up time for herself and whoever she sees fit to include. Which basically amounts to the same thing.
  • Took a Level in Badass:
    • Illyria was aware of the original Wolf, Ram and Hart in her own time, but they were minor demons barely above vampires in the social scale of evil. It's pointed out to her that things have rather changed in the intervening aeons.
    • Also Humanity
    Illyria: I thought the humans would have long died out by now. Instead, you've grown bold.
  • Toplessness from the Back: Illyria is topless from the back before she puts on her "armor".
  • Tranquil Fury: Wes stabbing Gunn.
  • The Triple: Knox cites fire, opposable thumbs, and television as the reasons why humanity has conquered the world.
  • Uncertain Doom: Dr. Sparrow after Spike finishes "persuading" him to talk. Sparrow was already seriously injured by Spike's torture and he's now in the hands of people who would love to make him suffer for his role in Fred's death (especially with Wesley already having dispatched Knox). But we never learn what becomes of Sparrow.
  • Vagueness Is Coming: Spike knows something bad is brewing, and Team Angel will need his help.
  • Verbal Backspace:
    • Harmony offers to torture Knox. Gunn claims he wants to do it himself as It's Personal. It's actually because he's worried about what Knox might reveal, but Harmony whines, "Why do you think I want to help? Because I've got some kind of blood lust?-—well, OK, that too..."
    • "I mean, who did he think he was fooling? Besides all of us."
  • Vigilante Execution:
    Wesley: If I were to help you find your way... you have to learn to change. You mustn't kill.
    Illyria: You killed the Qwa'ha Xahn in defiance of your leader.
    Wesley: He murdered the woman I love.
    Illyria: And that made it just.
    Wesley: No. It wasn't just...I'm probably the last man in the world to teach you what's right.
  • Villains Never Lie: Averted — Wes is the only one who believes there's no chance of getting Fred back, and only because he felt her die in his arms.
  • Walk-In Chime-In:
    Illyria: I'm ready to begin.
    [Enter Team Angel and W&H tactical squad]
    Angel: Or we could just hang out.
    • Illyria opens a portal to her Army of Doom.
    Knox: Showtime.
    Spike: (from the door) Any seats left?
    Angel: If not, we could just stand in the back.
  • What Measure Is a Mook?: Lampshaded In-Universe; Gunn was prepared to have something terrible happen in exchange for Dr. Sparrow fixing his brain upgrade, as long as it wasn't to anyone he knew.
  • What the Hell, Hero?: After Wesley stabs Gunn, Angel is understandably pissed and quickly calls him out on it.
    Angel: I don't remember seeing "Stab Gunn" on the agenda this morning!
    Wesley: I avoided the major organs. He’ll probably live.
    Angel: That’s supposed to make it all right?!
  • Who Wants to Live Forever?: Illyria pushes the outer bounds of why immortality might not be all that great. Nearly every Required Secondary Power imaginable including reincarnation — and her main reward was outliving even her presumably immortal army and Pocket Dimension temple.
  • You Called Me "X"; It Must Be Serious:
    • Illyria calling Wesley by his name when asking for his help (as opposed to Puny Earthling).
    • Wesley calling Gunn by his first name when he discovers what he's done.