In a dark basement, Gunn is strapped to a table being tortured by a demon. Illyria blows the basement door off its hinges and sends the demon flying. She removes the medallion from Gunn's neck, causing his memories to return - including the memory that to leave the dimension, somebody else must wear the medallion. Gunn and Illyria leave, while the demon, now wearing the medallion, begins torturing himself.
In Angel's office, Wesley explains that Illyria rescued Gunn of her own accord, and Angel suspects that Illyria is hanging around Wolfram & Hart because she wants power. Illyria appears through a portal, carrying Gunn, and chokes him until Wesley acknowledges they owe her a great debt. Illyria drops Gunn and leaves.
In the training room, Spike is sparring with Illyria, who slows down time to avoid Spike's attack. Gunn is working in his office, when Lorne interrupts wearing a fedora and sporting a walkie-talkie - part of Angel's plan for Lorne to watch Illyria's movements. Gunn says he is concerned over Wesley's sanity. Lorne explains that Wesley is catatonic outside his office, and inside becomes crazily obsessed with finding new information on Illyria.
Angel voices his desire to remove Illyria from Wolfram & Hart. Gunn brings up the Apocalypse, which is still under way, with the bad guys winning. Marcus Hamilton strolls into the conference room, commenting that Angel now must pay for the Illyria's damage to Wolfram & Hart's people and property. He tells Angel that the Senior Partners want him to act as witness in a case involving a ceremonial demon pact. A pregnant woman named Amanda enters Angel's office, explaining that seers of the Fell Brethren foretold that her baby was holy. Amanda recognizes the Fell Brethren - though demons - are also devout, and is willing to give her baby to them. Gunn cautions Amanda that she should be careful about demon-pacts. A demon enters the room, and tells Gunn that Amanda is not their client; the Fell are.
Illyria storms into Wesley's office, calling Wesley her betrayer - he destroyed the Orlon Window hoping to rewrite history and bring Fred back to life. Wesley accepts her accusation, explaining that he would destroy Illyria to have Fred back. Illyria notes that she is bothered, but by something other than Wesley's betrayal. Illyria makes several obscure comments about time to Wesley, before clutching herself in pain. She is suddenly in the training room with Wesley aiming a weapon at her, then back in the observation room with Angel and Spike in a scene that she realizes has already transpired. Back in Wesley's office, Wesley notices Illyria's pain, and she lashes out, accusing him of trying to murder her.
Harmony is stalling the Fell demons, while Angel and Gunn privately try to talk Amanda out of the pact. Amanda explains that not only can the Fell provide her child a wonderful life being worshiped, but they promise to cure the brain-damage her husband experienced following a work injury. Angel decides to stop stalling, and begins the meeting between the Fell demons and Amanda.
Hamilton finds Wesley working in the science lab, and tells Wesley that the Senior Partners want Illyria dead. Hamilton suggests that Wesley checks the low-emanation scanner readouts. Wesley pulls up a map of the building on his laptop, with a blue entity moving down a hallway. Lorne follows Illyria, paging Angel fruitlessly on the walkie-talkie.
The three demons from the Fell Brethren enter the conference room, gushing over Amanda and her baby. Gunn discovers in his notes that the baby is going to be ritualistically sacrificed on his thirteenth birthday, but as he tries to relay this information to Amanda, Illyria bursts into the conference room, accusing Angel of poisoning her. Angel heads for the science lab, and voices his opinion to Wesley that Illyria has gone crazy, stating that Illyria "has blown all of her gaskets... man, she's out of her mind!" Spike sarcastically replies, "How can you tell? Yesterday she spent two hours mind-melding with a potted fern." Wesley then explains that Illyria is self-destructing, as the fusion between Illyria's demon essence and Fred's body deteriorates. Fortunately, Wesley has a Mutari Generator, which Wesley claims will kill Illyria. Spike shows Angel the low-emanation scanner, which reveals Illyria is currently in the training room.
As Spike enters the training room, he explodes into dust as Illyria stakes him from behind. She grabs a dagger off of the wall and throws it at Wesley, killing him instantly, then kills Lorne by punching through his chest. Angel vamps out and jumps at Illyria, who beheads Angel in mid-flight. Illyria examines the carnage, then clutches herself in pain. She is suddenly in the lobby with Angel again, then back in Wesley's office - this time, Angel is also there. Wesley notices Illyria's pain, and is surprised to see Angel. Illyria explains that Angel wasn't with her last time, and that this is an aberration in the time-line. Illyria doubles over and screams in pain.
Illyria and Angel are suddenly back in the basement, where Gunn is still being held captive. Illyria accuses Angel of ripping her out of linear progression, tearing her time-line into shreds, and stitching it back together out of sequence. They are suddenly back in the training room. The bodies of Lorne and Wesley are lying on the ground. Illyria explains how she killed them in a different time-line. In obvious pain, she tells Angel that the only way to win a war is to serve no master but your own ambition. Illyria explodes into a blue energy ball that shoots Angel backwards.
All of a sudden, Angel is back in the hallway with Spike and Wesley. Wesley is again guessing at how much damage Illyria self-destructing would cause. Angel tries to explain the time-phase Illyria just took him on, as they enter the apparently empty training room. Angel, realizing Spike is about to be staked, moves Spike out of the way. Angel reveals how he saw Illyria explode, sending him back through time. Wesley reveals that the Mutari generator won't kill Illyria, just draw out most of her energy. Illyria notes that Wesley tried to murder her to bring back Fred, and Wesley says he knows that she's all that he has left of Fred now. Illyria starts to explode into a blue light again, and Wesley uses the Mutari generator to suck off her energy. Illyria collapses to the ground. Wesley tells Angel that Illyria will no longer be stopping time or walking through dimensions, and she has probably lost some of her physical strength.
Outside the conference room, Gunn is arguing with the Fell Brethren that they have no legal right to Amanda's child. The Fell argue that Wolfram & Hart are supposed to be helping them to acquire the child, not talking Amanda out of the deal. The leader of the Fell is shouting threats at Hamilton, who turns the conversation over to Angel, as Angel walks into the lobby. Angel announces that the baby belongs to the Fell Brethren. Gunn is confused. Angel ushers all the demons into his office, to sign Amanda's unborn child away in a demon-pact. Angel tells Gunn that their job is to serve their clients.
- Battle Discretion Shot: Illyria's rampage through the holding dimension. We only hear the sound of gunfire, then she kicks the cellar door down the stairs and punches the Wrath across the room.
- BFGWesley: This is a Mutari generator. It creates a pinhole to an infinite extra-dimensional space, a negatively charged pocket universe, that should draw her radiant essence, her power, into itself.
- Blue-and-Orange Morality: Illyria demonstrates this to a large extent, and due to being in a human body she, partly against her will, starts to feel human emotions and assimilate human values. When Wesley betrays her she's perturbed at the fact that it bothers her, as "betrayal was a neutral word in my day. As unjudged a word as water or breeze". She spends quite a lot of time trying to figure out why mortals act as they do. She describes her world view quite well to Angel:"I didn't give you a chance [to kill me]. That you learn when you become a King. You learn to destroy everything that isn't utterly yours. All that matters is victory. That's how your reign persists. You are a slave to an insane construct. You are moral. A true ruler is as moral as a hurricane, empty but for the force of his gale. But you; trapped in the web of the Wolf, the Ram, the Hart. So much power here! And you quibble at its price. If you want to win a war, you must serve no master but your own ambition."
- Bread, Eggs, Milk, SquickGunn: No, hang on. I just wanna get this clause straight. "The child will be pampered, worshipped, and fed a holy diet of berries, panda meat, and urine."Fell leader: Well, it's consecrated urine.
- Circling Monologue: Illyria giving the "no master but your own ambition" speech to Angel.
- Curb-Stomp Battle: Illyria kills Spike, Wesley, Lorne and Angel in just 20 seconds without even slowing down time.
- Cure for Cancer
- Deal with the Devil: Amanda's husband can no longer work due to brain damage from a workplace injury, and they can't afford to raise a child. The Fell Brethren has promised to cure her husband and raise her child in a dimension where he will be worshiped as divine.
- De-Power: Illyria can no longer stop time or travel to other dimensions, but she still has Super Strength.
- Do Not Taunt Cthulhu: Pretty much a Running Gag in this episode — Angel, Wesley and Spike all flirt with death by deliberately pissing off a Physical God.Illyria: When the world met me, it shuddered, groaned. It knelt at my feet!Spike: "Dear Penthouse, I don't normally write letters like this, but—" (Illyria punches him in the face) Oh, ho ho!Illyria: Illyria was all they needed to know.Spike: (rubbing his jaw) Then came the Internet.
- Dramatically Missing the Point: Illyria steps through a portal into Angel's office, holding Gunn in a Neck Lift. She asks how much he's worth to them. Angel Death Glares and snarls threats, but Wesley quickly steps in saying they are grateful to her for rescuing their valued friend. Satisfied that she's got a marker from Team Angel, Illyria tosses Gunn at their feet and strides off.
- Easily Forgiven: Wesley says he's not sure how to apologise for stabbing Gunn in "Shells". Gunn points out that he's spent the past couple of weeks in a Torture Cellar — that isn't much in comparison.
- Enemy Mine: Marcus tips off Wesley as to what's wrong with Illyria — the Senior Partners know her of old and they really don't want her around. Once she's safely depowered, Angel accepts she's more useful as an ally against the Senior Partners than dead.
- False Reassurance: Illyria accuses Team Angel of trying to murder her. Spike replies, "It's not murder if you say yes."
- Fascinating Eyebrow: Spike's reaction to Illyria having the power drawn out of her.
- Foreshadowing: Angel's decision to hand over the baby to the Fell Brethren is the first of several amoral actions that cause his friends to believe he's become corrupted by power ("Power Play").
- Good Costume Switch: From now on Gunn will wear a hooded sweatshirt more suited to his gangbanger days, rather than the pin-striped suit he wore after his brain upgrade.
- Heroic BSoD: Wesley shifts between stoic Deadpan Snarker and the ragged edge of lunacy.Lorne: It's like he's two different people. One is almost catatonic, the guy you see doing the impatient shuffle around the hallways, and the other is just cooped up in there all day, jittering like a bug on a hotplate, obsessing over every single tidbit he can find on Illyria.
- Hiroshima as a Unit of Measure: Wesley's conservative guess of the destruction caused by Illyria's implosion: Several city blocks. Angel requests an "unconservative" guess. Wes: "Rand & McNally will have to redraw their maps."
- Later Angel said the blast was powerful enough to blow him back through time. "I don't know what it does to the building." Wesley replies, "More like the continental shelf, actually."
- Horrible HollywoodWesley: She's monumentally self-possessed. She still thinks she's the god-king of the universe.Gunn: So she's like a TV star.Wesley: No, nothing that bad. Bit more violent, though.(Description Cut to Illyria punching Spike across the room)
- Human Sacrifice: The rites of Gordabach.
- I'll Kill You!: Illyria is lying on the floor after Wes drains her powers — when he moves to comfort her, she gasps out, "Touch me and die, vermin".
- I Lied: Wesley's BFG won't kill Illyria, contrary to what he'd earlier told Angel.
- Inadvertent Entrance Cue: Inverted — Gunn expresses distaste for continuing to serve the interests of "hideous, scaly, evil clients", only for an attractive pregnant human woman to enter. "I'm here about the demon pact."
- Incredibly Obvious Tail: Angel gets Lorne to follow Illyria around. Needless to say a hat, blue suit and sunglasses aren't much of a disguise for a flamboyant green-skinned demon."I repeat, Bluebird got wise. Secret Demon's cover is blown. Over. Hel-hello?! Is this on? (Lorne puts the walkie-talkie away) Hey Leery, now when did you catch on to me? In the elevator? That was a tough one."
- Killed Mid-SentenceLorne: That's funny. I didn't even see her leave.Spike: Well, that's the problem. You don't always see her when she's— (explodes into ash, revealing Illyria behind him with a stake).
- Laser-Guided Karma: Illyria rips the amulet off Gunn, who points out that he can't leave because someone has to wear the amulet. Illyria does her Quizzical Tilt at the Wrath who's charging at her...then we cut to the Wrath lying on the table. The Wrath's eyes open and we see the demon is wearing the amulet. It then calmly takes up its own knife and cuts out its own heart.
- Laughing Mad: Wesley has a tendency to give some rather disturbing giggles when discussing Illyria.
- Layman's Terms: Spike's engine-leak analogy for Wes' technobabble about how Illyria is shedding her power.
- The Magnificent: "I am Illyria, God-King of the Primordium, Shaper of Things!"
- Meaningful Echo: Angel's repeats Illyria's words, "Serve no master but your ambition" before he lets the Fell Brethren take Amanda's child.
- Mood Whiplash: The Fell Brethren are cooing over Amanda and her child; meanwhile Gunn is trying to get her to Read the Fine Print of the contract she has to sign. Gunn suddenly realises the child will be used for a ritual sacrifice and is blurting this out when the Fell Leader pounds the table and shouts, "WHOSE LAWYER ARE YOU?!"
- The Nicknamer: Illyria is called "Babe the Blue Ox" (by Spike) and "Our Lady of the Blue Bummer" (by Lorne).
- Not Herself: Illyria. Wesley too is starting to worry his friends with his obsession over her.
- Power Incontinence: Illyria's physical form proves too unstable to contain her essence. She's forced to power down permanently, or else explode.
- Power Glows: When it's about to destroy a few city blocks via involuntarily exploding.
- Puny Earthlings / Pitiful Worms: Loads of this from Illyria."Jealousy. Plankton envying the ocean that holds them."
- She describes vampires as "The ooze that eats itself."
- Recap By AuditMarcus: Illyria destroyed eleven torture units before she found your man. Two troop carriers, an ice cream truck, and eight beautifully maintained lawns.
- Replacement Goldfish: Illyria for FredAngel: You're gonna stay with her, aren't you?Wesley: Yes.Angel: Wes... I don't like where this is going. I don't like where this has been.Wesley: I'm not in love with this thing, Angel. But... for some reason, I need it right now.Angel: Yeah. That's just weird.
- Room Full of Crazy: Gunn watches uneasily as Wesley beavers away in his office strewn with Tome of Eldritch Lore, obsessively gathering every fact he can on Illyria. Lorne later warns him to stay away. "That's where he keeps his full-strength crazy!"
- Sensei for Scoundrels: Illyria can't believe Angel is actually wangsting over being the head of a multi-billion dollar conglomerate. At the end of the episode, Angel takes her words to heart, handing over Amanda to the Fell Brethren so he can maintain his position of power.
- Shape Shifter Guilt Trip: Subverted with Illyria and Spike — he doesn't care if she has Fred's body, even though Fred was his friend.Illyria: This shell... you had affection for it.Spike: Tons. Loved the bird.Illyria: Yet you strike at her form without sentiment.Spike: You ain't her. I can see it. Lord knows I can smell it. And I got no problem hitting it.
- Makes sense, considering in the Buffyverse, vampires are demons which control their victim's body. Spike would have no problem understanding that the person in front of him wasn't Fred, no matter how close the appearance was.
- Shut Up, Hannibal!: Angel to Illyria."My God, the speechifying. Has it ever occurred to you that now might not be the best time for when-we-were-muck stories?"
- Take Over the World: Wes predicts that Illyria will never quit her pursuit of this.
- Taking the Bullet: Realising Spike is about to die (again), Angel shoves him aside, taking Illyria's stake in his gut.
- Talking to Plants: According to Spike, Illyria spent two hours Mind Melding with a potted fern.
- Tempting Fate: When Marcus complains about Illyria's roaring rampage of rescue, Angel replies, "Bill me." Marcus: "We will."
- This Cannot Be!: Angel's reaction to jumping forward in time and finding Team Angel massacred.
- Time Bomb
- Trouble Entendre: Angel says they need to get rid of Illyria. Spike asks "Pasture or slaughterhouse?"
- Unstuck in Time: Illyria keeps moving back and forth within the events of the episode; fortunately she grabs Angel at one point and he gets pulled along in her wake, giving him an opportunity to Set Right What Once Went Wrong.
- Walk-In Chime-InAngel: All the evil we've stopped so far, and we're still the Partners' number-one earner.Hamilton: (walking in unannounced) Not anymore. Let me ask you something, Angel. Have you ever heard the term "surgical strike"?Angel: Ever heard the term "appointment"?
- What the Hell, Hero?: Angel hands the pregnant woman over to the Fell Brethren.Gunn: Angel. What are you doing?Angel: What we're supposed to. Serve our clients.(walks into the conference room, closing the door on Gunn)
- Wild Card: The reason why both Angel and the Senior Partners want Illyria gone, depowered or dead — despite her potential as an ally for either side, Illyria is too powerful and her loyalties too uncertain.
- With Friends Like These...: Illyria frees Gunn and wipes out their profit margin at the same time. Eve had warned at the beginning of the season that Angel had to keep Wolfram & Hart's L.A branch profitable if he wanted to stay as CEO.
- You Owe Me: Apparently the reason why Illyria saved Gunn from the holding dimension. As Angel had just been talking about how Illyria was only staying at Wolfram and Hart because "it reeks of influence", this act has disturbing implications.
- You Remind Me of X: Gunn describes the worst of his Stepford Suburbia being the buried knowledge that the happy facade concealed horrors without ever being able to know what they were. Angel, who had his son's memories wiped and placed him with a happy, suburban family to conceal the horrors of his past, is silently but noticeably troubled by the description.