''As friends become something more...''

Angel Waiting In The Wings - 3ADH13

Written by Joss Whedon - Directed by Joss Whedon - First aired on February 4th, 2002

Synopsis - Creature Feature - Cool Quotes - References - Continuity - Goofs - Trivia - The Morgue - Cast - Famous Faces - Points Of View


The Short: In the first of a two parter Angel takes the gang out for an evening at the ballet, and romance is the order of the day. Angel starts to show feelings for Cordelia as both Wesley and Gunn plan moves on Fred. Angel becomes suspicious when he realizes all the dancers are the ones he saw dance more than a century ago. When Angel and Cordelia sneak backstage to investigate, they find themselves trapped and consumed with an overwhelming passion for one another as the spirits of unrequited lovers take over. Wesley, Gunn and Fred join them in fighting off a mad count who keeps the prima ballerina in a temporal loop, performing for him again and again. Fred and Gunn kiss, which nearly devastates Wesley. Together they get the ballerina to change the ending of her dance, breaking the count's hold. Angel then defeats the count. Back at Angel Investigations Angel tries to show his affection for Cordelia, but doesn't get a chance as the Grooslaugg appears to reclaim his princess.

Angel has tickets! The Long: We open on Wesley and Cordelia researching a demon as Wesley dreams of Fred. Cordelia advises him to tell her how he feels, but he wants to wait until the time is right. Cordelia is upset that she once could have had any man, including Wesley, but now all she has is her ghost (see
Continuity #1). Angel shows up smiling with tickets to the ballet as Gunn and Fred show up after having breakfast together (see Reference #1). Gunn wanted Angel to get tickets to the band Mahta Hari, and is very upset to learn they are going to the ballet (see Reference #2). Angel insists the ballet Giselle is good, he saw it in 1890 and they made him cry (see Reference #3). Cordelia, Wesley and Fred are all excited to go. At the theater the manager tells Count Kurskov he is excited to have the ballet playing, as some unseen man laughs to himself in the rafters, watching them. (Listen to the teaser here.)

Watching Fred and Cordelia go shopping for dresses in an expensive store. Fred is excited about the ballet (see Reference #4). Although Fred is wary because they don't have money, Cordelia tells her they will return the dresses the next day. Fred asks about someone she is interested in, and Cordelia assumes she means Wesley and says they would be perfect together. Fred wants Cordelia to look good for Angel. Elsewhere the host assists Angel get his tux together, insisting Angel has romantic interests in Cordelia. Although Angel at first denies it, he gives in just as Cordelia enters in her new dress. Angel and the host are awed by her. Fred helps Gunn try on his tux, and she is speechless with how pretty he is. Wesley walks out and puts a shall on Fred. Obviously both men have eyes for Fred. Cordelia and Angel join them, as she insists she will not have a vision tonight. Cordelia clues in Wesley that the time is right for him to make the move on Fred. They arrive at the ballet, take their seats, and the show starts. Shortly Cordelia is snoring and Angel has to wake her. Fred sits between Gunn and Wesley, and surprisingly Gunn is enjoying the show. Angel looks concerned. After the intermission the crew walk out and Angel tells them these are the same dancers he saw in 1890.

The crew try to figure out how these could be the same people Angel saw over 100 years ago (see Cool Quotes #1). Angel insists they are not vampires, he could sense that. Angel and Cordelia decide to take look back stage as Wesley, Gunn and Fred go back to watching the show (see Reference #5). Cordelia offers the security guard a bribe, but when he wants more Angel knocks him out and they go back stage (see Reference #6). They discover that the corridor back stake seems to go on forever and the door behind them disappears when they turn around. They seem to be trapped in the past. As the ballet goes on Angel and Cordelia find the stars dressing room, unchanged from years gone by. Cordelia sits down and they start to act out a love scene. They resist it somewhat but keep falling back to it. They kiss passionately.

Ballet As the dancers continue the ballet Cordelia and Angel kiss until she accidentally burns him with her cross. They make their way to the door, get out and regain their composure, although Angel has to hide his arousal from Cordelia. At Angel Investigations the host sings Connor to sleep (see Continuity #2). The host thinks he hears something, check it out and is surprised by someone. In the back of the ballet Cordelia realizes what they said when they were possessed was a clue and suggests they go back in to learn more (see Reference #7). Angel is reluctant to try this plan, but she talks him into it (see Cool Quotes #2 & Continuity #3). In the audience Wesley and Gunn are both working up the courage to attempt to hold Fred's hand when she realizes Angel and Cordelia have been gone too long. They all get up and try to find them. In the dressing room Cordelia and Angel try to recreate the scene they were living, and it eventually takes them over. Cordelia drops her cross. Wesley, Gunn and Fred find the body of the security guard and go backstage as strange masked laughing men watch them from afar and inform the count. Cordelia and Angel make out, possessed again. He asks her to leave with him, but she doesn't want to. Wesley, Gunn and Fred hear Angel and Cordelia making out in the distance. Angel removes Cordelia's top and then he is jumped by a strange masked laughing man. As Wesley, Gunn and Fred home in on the sounds of the fighting another masked man comes up from behind Gunn and stabs him.

Gunn & Fred Fred knocks out the masked man who stabbed Gunn as Wesley fights yet another one with a sword. Angel and Cordelia fight a pair of masked men. Eventually Angel is able to stab the two men. Wesley is able to stab the masked man he is fighting. Fred attends Gunn's wound. She is freaked by him being injured. They make with the nice-nice, and eventually kiss, as Wesley sees them from a distance and is speechless, breaking down after he steps in another room. The count continues to watch the ballet. Angel and Cordelia find Fred and Gunn. Angel and Cordelia mention they hit a psychic hot spot in the dressing room. While they attempt to figure out what's happening Wesley appears and explains he hit a psychic hot spot too. He claims that Kurscov was a wizard who was obsessed with the ballerina, when he found her with another man he went insane and pulled her out of time. She would dance for him forever. Wesley says they might be able to get out if they overload the count's power. Just then one of the dead masked men gets up, laughing and shaking, and splits into two men. Angel snaps their necks. The two bodies start to shake and laugh again. They notice that an opening to the real world opens briefly in the distance. Wesley sends Angel to try to get out a opening as the rest plan to kill as many laughing men as possible, draining the count's power. As the crew fight the masked men, Angel makes it out an opening to the real world, where he finds the ballerina waiting on the side of the stage for her part. All the other dancers are ghosts who fade on to and off of stage. She is startled to find someone new. The ballerina explains how it's all the same. The count forces her to dance Giselle over and over for him. She explains how she waited to long to leave with her lover Stefan, that she wanted to dance and now she if forced to echo the same performance again and again. As the crew continue to kill masked men Angel asks the ballerina to change the dance, do something new, that will break his hold. She takes the stage and dances. Suddenly she changes the dance and the count is shocked. The other players disappear and Angel jumps into the box with the count, asks where his power center is, and guesses it's the jewel he wears. Angel smashes the jewel and all the masked men disappear as the backstage changes back to it's normal modern day form. The ballerina is the only thing left. She bows to Angel and fades as well. The count protests but Angel punches him out. Back at Angel Investigations Wesley takes care of Gunn's wound. Angel approaches Cordelia about not talking about what they did together. Angel starts to make a move on Cordelia when suddenly the Groosalugg appears over Angel's shoulder and she runs to hug him. The host comes in and explains how the Groosalugg was deposed as leader of Pylea and he came looking for his true love (see Continuity #4). Angel says it's good and checks on Connor. Fred is surprised that Cordelia didn't end up with Angel, and Wesley is obviously still in pain over Fred choosing Gunn.

Creature Feature

Minions Book Sorialus the Ravager is an eight breasted demon who is coming to kill the humans who destroyed her mates.

Count Kurscov is a powerful wizard with the ability to make temporal pockets and summon minions to serve him.

Cool Quotes

  1. Gunn: ''That would explain the precision and the athleticism. I mean, some of those jumps were... You know, I was cool before I met you all.''
    Charles Gunn, renaissance man.

    Cordelia & Angel
  2. Angel: ''I'm sure there are other rooms that...''
    Cordelia: ''All we have to do is play the scene. Get in, get out. No one gets happy.''
    Angel: ''What if there is, no more talking in that scene? Look, I've been possessed by the spirits of old lovers before. Never goes well.''
    Cordelia: ''Well, I've got my little cross if things get out of hand. Hey, it's awkward, but it's not us. So long as nothing is removed or, inserted it's all forgotten.''
    Angel: ''It is us, Cordelia. It's you and me. Kissing you, it's... It's not something I can just...''
    Cordelia: ''Oh, come on. It's not that horrible. Up to his ass in demon gore, fine! But ask him to mack on a hottie and he wigs. My champion, ladies and gentlemen.''
    Go for it or I will! What a hottie Cordelia is. Listen to the quote here.


  1. Gunn: ''You are a remarkable woman. Particularly the way you can shovel a mountain range of food into your mouth. That is some Olympian feat, that much eatin'.''
    The Olympic Games were the premier athletic meeting of ancient Greece, and, in modern times, a series of international sports contests.

  2. Gunn: ''...but you got ballet on my Mahta Hari tickets.''
    This seems to be a play on the old commercials for Reeses Peanut Butter Cups where the actors say the catch phrase ''you got chocolate on my peanut butter.''

  3. Angel: ''This is one of the premier companies in the world, and they're doing Giselle! It's their signature piece.''
    Giselle is a classic tale of a peasant girl who becomes a ghost to destroy the man who betrayed her.

  4. Fred: ''Oh. Okay. I'm very excited about tonight. I love the ballet! I mean, I haven't seen that much, but my family used to go to the Nutcracker every Christmas, and I had my first sexual dream about the Mouse King.''
    The Nutcracker and the Mouse King was a story by E.T.A. Hoffman (1776-1882). It was made into a ballet by Marius Petipa (1822-1910), after which the music was written by Tchaikovsky (1840-1898) to fit Petipa's choreography, in 1891. The story follows a young girl's passage into womanhood as she falls in love with the ugly but heroic Nutcracker. (Thanks to Melissa Evans for this information.)

  5. Cordelia ''I'm with snoopy. The magic of the ballet, not really getting to me.''
    Snoopy is character from Charles Schultz's comic strip Peanuts. Also mentioned by Willow in Passion, Willow in Helpless and Xander in The Replacement.

  6. Cordelia: ''Check out the zeppelin.''
    A zeppelin is a rigid airship having a long cylindrical body supported by internal gas cells.

  7. Cordelia: ''You wanna wander around backstage like Spinal Tap for the next ever?''
    Spinal Tap is... They have their own web site at http://www.spinaltap.com/.


  1. Cordelia ''You know, there was a time when you thought I was the loveliest thing in the world.''
    Bad Girls to Graduation Day Part 2 - Wesley and Cordelia developed a crush at first sight, which ended with their first kiss.

  2. Host demon: ''...and he's certainly, not thinking, of selling you to the first vampire cult that makes him a decent offer...''
    The Quickening & Dad - A vampire cult tried to steal Connor.

  3. Angel: ''What if there is no more talking in that scene? Look, I've been possessed by the spirits of old lovers before. Never goes well.''
    I Only Have Eyes For You - Angel was possessed by the spirit of Grace Newman, and ended up getting shot.

  4. Host demon: ''He just showed up. Apparently once everyone in Pylea got their freedom, the political situation got a little sketchy. The Groosalugg here got deposed and they set up some kind of people's republic. So, he came looking for his true love.''
    There's No Place Like Pltrz Glrb - Angel Investigations left the dimension of Pylea in Groo's hands after freeing the slaves and toppling the power of the Covenant of Tromboli.


  1. Unfinished.


  • The official WB photo gallery for this episode is at http://www.thewb.com/Popups/PhotoGallery/0,8200,37790,00.html.

  • You can download the official trailer for this episode at http://www.thewb.com/Popups/Trailers/0,8204,36302,00.html.

  • The host sings Connor a lullaby. You can listen to him sing it here.

  • Angel saw the ballet Giselle in 1890.

  • According to commentary by Joss Whedon on this episode, they intended to showcase Amy Acker's ballet skills, but the scene with Fred and Wesley dancing was removed from the final cut. The scene was added as an extra to the season 3 DVD release.

  • New name for Angel - The World's Champion (by Cordelia), Crumbcake (by the host), Big Corn Muffin (by the host), Strudel (by the host), Cinnamon Buns (by the host), A Man of Many Limitations (by the host) and Snoopy (by Cordelia).

  • New name for Cordelia - The Ditsiest Bitch in Sunnydale (by herself).

  • New name from Wesley - Johnny Reb (by Cordelia).

  • New name for Connor - Little Nipper (by the host).

  • The Morgue

    1. Anonymous masked man - In the ballerina's dressing room, stabbed with a sword in the chest by Angel.
    2. Anonymous masked man - In the ballerina's dressing room, stabbed with a knife in the neck by Angel.
    3. Anonymous masked man - In the back stage hall, stabbed with a sword in the belly by Wesley.
    4. Anonymous masked man - In the back stage hall, neck snapped by Angel.
    5. Anonymous masked man - In the back stage hall, neck snapped by Angel.


    Angel David Boreanaz as Angel
    Cordelia Charisma Carpenter as Cordelia Chase
    Wesley Alexis Denisof as Wesley Wyndham-Pryce
    Gunn J. August Richards as Charles Gunn
    Fred Amy Acker as Winifred "Fred" Burkle

    Guest Starring:
    Host Andy Hallett as the Host Demon (Krevlornswath of the Deathwok Clan)
    Count Kurskov Mark Harelik as Count Kurskov

    Groosalugg Mark Lutz as the Groosalugg
    Ballerina Summer Glau as the Prima Ballerina
    Manager Thomas Crawford as the Manager
    Security Guard Don Tiffany as the Security Guard
    Connor Jake Tupen, Connor Tupen and Trent Tupen as Connor Angel (Uncredited)

    Famous Faces

    Kashyk Count Mark Harelik, who played Count Kurskov, played Devore Inspector Kashyk in the Star Trek: Voyager episode Counterpoint 5.10. He has his own web site at http://markharelik.com/.

    Ballerina Summer Glau, who playes the prima ballerina, also plays River Tam on Firefly.

    Manager Thomas Crawford, who played the manager, also played security guard 2 in the Charmed episode The Wedding From Hell 1.05.

    Points Of View


    Well, Cordelia and Fred were certainly the hotties this episode. I was disappointed they reduced the host to babysitter status. I had heard the Grooslaugg was returning, but I didn't expect him back in this episode. They could have given more back story on the ballerina - for instance a NAME might have been nice.

    7 out of 10

    Page by Webmaster Mathew - January, 2003

    Special thanks to The Complete Buffy Episode Guide for inspiration and technical help, as well as Buffy episode links and all the readers of the Watcher's Diary for their feedback in making this page what it is.

    Made on