Starring: David Boreanaz as Angel, James Marsters as Spike, J. August Richards as Gunn, Amy Acker as Fred, Andy Hallet as Lorne, Alexis Denisof as Wesley Wyndham-Pryce

Guest starring: Sarah Thompson as Eve, Jonathan M. Woodward as Knox, Jennifer Griffin as Trish (Fred’s Mom), Gary Grubbs as Roger (Fred’s Dad), Alec Newman as Drogan

Original air date: February 25, 2004

Written & Directed by: Joss Whedon

Texas, ca 1993. Fred and her parents are packing Fred’s belongings because Fred is leaving for L.A. to attend graduate school at UCLA. Roger, Fred’s dad, is not happy that Fred is going to a city full of “junkies and spoiled movie actors” and thinks that Fred should stay in Texas. Trish, Fred’s mom, sends Roger out to check on the car and Trish takes the opportunity to talk to Fred. Fred promises her mom that she will call home frequently. Suddenly Fred remembers to pack her favorite stuffed toy, a bunny named Feigenbaum. Trish thinks he looks a little ragged but as the “master of chaos,” Fred thinks he’ll fit right in with all the junkie movie actors she’s going to meet. Although Trish is being very supportive of Fred’s move across country, she is worried about what will happen to her little girl in LA. Fred, though, is really excited. She wants to learn everything she can and then figure out some stuff that even the professors don’t know. Fred promises Trish that she will be careful, so careful that Fred will be boring and dull.

Present day L.A. Fred is using a flame-thrower to fry some nasty, boil-like parasites that are attached to a sewer wall. It looks like Fred is having a ball, too. As Fred has her back slightly turned to one wall one of the parasite things opens up and a tongue starts to snake toward Fred. BLAM! Wes is there with a shot gun and blows up the parasite. Fred tells Wes that they appear to have taken out the nest and Wes replies that the others are finishing clean-up. Fred thinks the parasites are pretty cool, mostly because they have a very unique mechanism for reproduction. Wes asks Fred if she is trying to turn him on. Fred smiles coyly, walks towards Wes, and agrees that the fire is quite romantic. Fred and Wes kiss as the wall of parasites behind them continues to burn. Spike and Angel come into the room, arguing as usual. Spike is trying to explain that he killed a parasite that was on Angel’s back about to attack, but Angel doesn’t think that Spike’s method (stabbing Angel through the chest, driving the sword out Angel’s back and then through the parasite) was the best way to go about it. Angel, with the sword still in his chest and the parasite on his back, complains that Spike did it because Spike likes stabbing Angel, but Spike disagrees: Spike would much rather hit Angel with a blunt instrument. Spike heads up a ladder to street level and Fred stops Angel from following Spike. Fred would like to keep the “specimen” that is still hanging off the sword that’s through Angel’s chest. It’s one of the few parasites that’s still in pretty good shape and Fred would like to study it.

At Wolfram & Hart a stone sarcophagus is being delivered to the Practical Sciences Department. Knox, the only employee in the department, tells the men that the sarcophagus probably belongs in the Ancient Relics department. The delivery men, however, are sure that the sarcophagus should be delivered to the Practical Sciences lab. In fact the sarcophagus is addressed to Winifred Burkle. Knox asks if he should sign something but the delivery man points out that the sarcophagus has already been signed for.

The next morning Gunn is singing Gilbert & Sullivan in his office as he works on some files. When Gunn sees Wes standing in his doorway Gunn changes the beat to a more manly, hip-hop rhythm. Wes wants to know why Gunn is so cheerful and Gunn explains that he thinks he and Fred are going to get back together. According to Gunn, Fred asked Gunn over to her place last night after the battle with the parasites, and the two of them spent a lot of time talking like they used to when they were dating. Wes looks crestfallen until Gunn admits he’s joking. In fact, Gunn cuts the joke off short because Wes looks so pained. Wes asks Gunn if Gunn is ok with Wes and Fred dating. Gunn tells Wes that any connection between Gunn and Fred is done, and Gunn knows how Wes feels about Fred. Gunn does tell Wes, however, that if Wes hurts Fred, Gunn will hurt Wes, something which Wes understands. Wes and Gunn get back to the business at hand - Lindsey McDonald. Although Lindsey was able to hide from the Senior Partners he wasn’t able to hide from the utility companies in the area. Gunn used his connections to find an apartment Lindsey was renting under the name “Doyle.” Gunn figures that if Lindsey had any other plans in motion for Angel, Spike or the AI team there might be clues at the apartment. Wes suggests that Gunn tell Angel the news but Gunn really doesn’t want to. Gunn tells Wes he’s not going in Angel’s office.

In Angel’s office, Angel and Spike are having a very, very heated argument. Both Angel and Spike are passionate about their positions and are convinced that each is right and the other is wrong. Their argument revolves around instinct and aggression (Spike) versus intellect and cooperation (Angel). Angel and Spike continue to hurl barbs at each other completely unaware that Wes has walked into the office. Wes finally interrupts the two bickering vamps and asks if this argument is something that everyone should be contributing to. Angel tells Wes no, and that the argument was mostly theoretical. Finally Spike tells Wes the crux of the argument: if cavemen and astronauts got into a fight, who would win? Wes can’t believe that Angel and Spike have been yelling about this for forty minutes. Wes, of course, gets sucked in. Wes wants to know if the astronauts have weapons and Angel and Spike answer, in unison, that they don’t.

In the meantime Fred is in her lab looking over the sarcophagus. Knox tells her he didn’t find an invoice for the sarcophagus and wonders if Fred went ‘crazy’ on eBay. Fred asks Knox if he ran any tests and Knox tells her he did, but the waves kept bouncing off the sarcophagus. Fred doesn’t want to rush into opening the sarcophagus, even though it’s probably just a mummy in the sarcophagus. Suddenly Knox blurts out that Fred is seeing Wes. Knox wants to clear the air, so he tells Fred that he loves working with her and that’s enough for him. Fred appreciates Knox’s candor. Knox volunteers to get some techs working on identifying the sarchophagus, leaving Fred alone with the big stone box. Fred appears to be drawn to the sarchophagus, especially a large amethyst-like crystal embedded in the lid. When Fred touches the crystal the center of what appeared to be a carved stone opens and a gust of wind comes out and Fred breathes it in. As Fred starts coughing Knox comes back into the lab and asks Fred what happened. Fred explained what just happened.

Down in Angel’s office Spike comes bursting through the door complaining that he was just starting a potentially lucrative poker game down in Accounting when he was ‘summoned’ to Angel’s office. Furthermore, according to the guys in Accounting the cavemen would win against astronauts so Spike warns Angel not to start up *that* argument again. Angel tells Spike that their ‘collaboration’ has to stop. Angel wants Spike to leave town and, of course, Spike thinks it’s because Angel can’t stand any competition with Spike. Angel resists Spike’s taunt and Angel tells Spike that he’s gotten used to being at Wolfram & Hart and that’s why Spike is staying around. Spike disagrees - he’s not ‘attached,’ he just doesn’t have anywhere else to go. Angel offers to send Spike to any Wolfram & Hart office on this world or in one of the other dimensions so Spike can ‘fight the good fight.’ Angel even offers to set up expense accounts, cars, and resources for Spike, provided Spike fights his fight anywhere else but L.A. Spike is admittedly tempted to be a ‘non-poncy’ version of 007, but Spike may also like the idea of hanging around L.A. to annoy Angel.

Meanwhile Fred and Lorne are discussing the great ‘cavemen versus astronaut’ debate. Fred thinks that if the cavemen have fire then the astronauts should also be able to have some sort of weapon. Before Lorne can respond he and Fred run into Wes on the stairs. Fred and Wes are very, noticeably happy to see each other. Fred tells Wes about the ‘mummy dust’ from the sarcophagus, but that the folks in Medical checked her out and that Fred doesn’t have the mummy flu. Wes asks to take Fred out the next night, but the location is a surprise. Lorne’s had just about enough lovey-dovey stuff so he heads off to his office after promising to find Fred at lunch time. Lorne starts to sing “You are my sunshine” as he heads down the stairs and Fred picks up the tune and sings to Wes. As soon as Fred starts to sing Lorne’s head whips around and looks at Fred. Suddenly Fred gasps and spits blood all over Wes’s face, then she collapses heading down the stairs. Luckily Lorne is there to catch her, but Fred is unconscious and apparently having a seizure. Wes starts yelling, desperately, for someone from medical to help them.

Fred is in a room in the medical area in a hospital bed surrounded by her boys: Gunn, Spike, Wes, Lorne, Angel, and Knox. The men are obviously anxious even as Fred regains consciousness. Each of the men try to reassure Fred that she will be fine and that they will find out what is wrong with her, but Fred isn’t fooled. Fred thinks the guys are being too comforting and that’s a dead giveaway that something is terribly wrong. When Angel promises Fred that they will make everything better Fred tells him, “handsome man saves me,” the first thing she ever said to Angel when they met (see AtS 2.21, “Through the Looking Glass”). At Angel’s signal he, Knox, Spike, and Lorne leave Fred’s room. Gunn stays long enough to squeeze Fred’s hand but he follows the rest of the guys out leaving Wes alone with Fred for a moment. Fred tells Wes to “go be Book Man” and Wes promises that if Fred needs anything, he’ll be there in a heartbeat. Spike and Angel, standing in the hall outside Fred’s room, watch Wes as he kisses Fred’s forehead before he leaves. Angel didn’t know that Fred and Wes were seeing each other, although Spike did.

The six men form an impromptu war council in the lobby. Knox tells everyone that Fred’s illness is mystical but it didn’t come from any known pathogen in the Wolfram & Hart archives. Wes’s team is working on puzzling out the sarcophagus but they will need time. Gunn asks Angel, point blank, what is happening to Fred. Angel, the only one who has talked to the doctors, tells the war council that Fred’s organs are liquefying inside of her. Within a day Fred will die. Spike tells everyone no, not Fred, and not today. Angel wants to know more about the sarcophagus but Knox tells him that nothing can penetrate it. Knox also tells everyone that the sarcophagus was delivered in the middle of the night, by a man Knox didn’t recognize, and there was no invoice or bill to indicate who ordered the sarcophagus or where it came from. Lorne asks if the Senior Partners might be responsible and Gunn volunteers to go to the White Room to find out. Spike suggests that Doyle/Lindsey might be behind the attack on Fred and Angel admits that he was planning to check out Lindsey’s old apartment. Spike and Lorne volunteer to go with Angel to Lindsey’s place. Before the war council breaks up Angel tells them all, “Winifred Burkle. Go.”

In her room Fred is hooked up to an IV, sleeping fitfully. Wes is in his office using one of the codexes to research Fred’s condition. Some low-level flunky makes the mistake of interrupting Wes looking for some oh-so important documents. The flunky tells Wes the clients are really important and that everyone at Wolfram & Hart doesn’t need to be working on Ms. Burkle’s case. Wes calmly removes a gun from his desk drawer, shoots the flunky in the knee, and goes back to his reading. Wes asks his secretary to send anyone else who isn’t actively working on Fred’s case to him.

In the meantime Gunn is apparently alone in the White Room although he can sense the presense of the conduit. Gunn calls out for the Cat but, no Cat. Suddenly Gunn is hit to the floor by ConduitGunn - the conduit in Gunn’s appearance. ConduitGunn tells Gunn that the appearance of the conduit depends upon the viewer, and that Gunn is failing. Gunn tries to appeal to the conduit to help Fred but ConduitGunn throws Gunn across the White Room and gives Gunn a lecture. The conduit is not Gunn’s friend, or flunkie, or personal djinn who Gunn can run to every time things get bad, and the Senior Partners are tired of Gunn’s requests. Gunn tries to make a deal with the conduit by offering his life for Fred’s. ConduitGunn tells Gunn the Senior Partners already have Gunn’s life. ConduitGunn starts hitting Gunn -- a lot.

Spike, Angel, and Lorne have found Lindsey’s apartment and they are tossing the place looking for some clue to Fred’s condition. Angel opens the door to the bedroom and finds Eve, huddled and alone, in the bed. Eve is terrified of both Angel and Spike. Angel tells Eve that Fred is dying from a mystical parasite and wants to know what Eve knows about it. A sarcophagus was delivered to Wolfram & Hart that is older than anything. Eve claims she doesn’t know anything about it and that she and Lindsey never made any plans to hurt Fred. Suddenly Lorne’s hand flies out of nowhere and lands on Eve’s face. Lorne’s starting to become impatient and he tells Eve that she’s going to sing and Lorne’s going to read her. . . now. Furthermore, if Lorne has a fraction of a second of suspicion that Eve had something to do with Fred’s condition, Lorne will kill Eve before Angel or Spike even get the chance to. Eve starts to sing (one of Lindsey’s songs) but before she can get four bars in Lorne tells Angel and Spike that Eve’s clean, but she doesn’t have a bright future. As Angel, Lorne and Spike move to leave Eve calls them back. Eve tells Angel everything is in the Wolfram & Hart records except the things that came before - the original demons. Eve also tells Angel that Wes’s codexes can call up books in the Wolfram & Hart archives but also any book anywhere. Eve suggests that Wes look in the texts that are forgotten, the oldest scrolls, the deeper well.

Back at Wolfram & Hart Wes is briefing the men on what he’s found. Fred has been infected by one of the true demons that used to walk the Earth, Illyria. It appears that Illyria is transforming Fred’s body, like a cocoon, so that Illyria can hatch itself into the world. Illyria was a warrior demon, killed by rivals, and left in the “deeper well,” a burial ground for the pure demons. Wes has found the deeper well in the Cotswolds, England. When Gunn, bruised and battered from his talk with the conduit, asks if finding the well will do any good Wes tells him that the well was like a prison. Anything that gets out of the prison can be drawn back in. Lorne tells everyone he’s going to go pray and Angel and Spike head for the Wolfram & Hart jets to head off to England.

Wes goes to Fred’s room to find her missing. Fred is in her lab and wants to work on solving her condition. Fred refuses to go down without a fight then admits to Wes that she is scared. Wes swears to Fred that the guys will find a way to cure her and tries to convince Fred that she should be in bed. Fred puts up a feeble protest then faints. Wes catches her before Fred can fall to the ground, and Fred asks Wes if he will take her home. Wes takes Fred back to her apartment and carries her in to bed.

In the jet Angel and Spike are both nervous about flying - this is the first time in an airplane for both of them. Spike suggests that, after the two of them save Fred, they should hit the West End and take in a show. Angel wants to see Les Mis but Spike is very unenthusiastic about that. Angel tells Spike he can’t lose Fred after losing Cordy. Spike tells Angel he won’t lose Fred.

At Wolfram & Hart Gunn is trying to find some healers who aren’t afraid of the old ones but he isn’t having any luck. Knox stops by and suggests that they use cryogenics to help Fred, even if it doesn’t cure Fred the cryogenics might buy them some time to find a cure. Gunn wants to know if Knox is sure this will work so Knox and Gunn go to the labs to test it out.

At Fred’s apartment Fred is sleeping while Wes does more research with the codex. When Fred wakes up she tells Wes that now she has Wes in her bedroom all Wes wants to do is read. Fred dozed off for about a hour and Fred regrets that she lost that hour. Wes tells Fred that Angel and Spike are on their way to England and the cure for Fred’s condition. Suddenly Fred sits up and says, “Feigenbaum.” She wants to find Feigenbaum but she can’t remember what a Feigenbaum is. As Fred starts to cry Wes sits on the bed with her and holds Fred in his arms, trying to comfort her. Fred asks Wes to use his codex to call up “A Little Princess” and read to her.

Angel and Spike have arrived in England and found the entrance to the deeper well. From the doorway two creatures rush at Angel and Spike. When Spike asks what their strategy is Angel tells Spike to hold his hand. Spike does and Angel has palmed a small wire. Angel and Spike stretch the wire between them and, as the creatures rush forward, the creatures are decapitated. Angel and Spike pick up the creatures swords and use them to fight off the two new creatures that have now emerged from the well’s entrance. When Angel and Spike kill off those two another four creatures rush out of the well’s entrance. Angel and Spike kill all of the creatures they face.

Back at Wolfram & Hart Knox has discovered that cryogenics won’t stop the mystical infection. Gunn asks for another idea but Knox is tapped out. Knox admits his feelings for Fred to Gunn and tells Gunn that he “practically worships it.” Gunn notices that Knox used the word “it” and, when Gunn brings it to Knox’s attention Knox says “ooops.”

In England Angel and Spike meet the keeper of the well, Drogan. Drogan goes ballistic when Spike asks Drogan a question and doesn’t really understand until Angel tells Spike that Drogan can’t lie. Drogan knows that Angel and Spike are there because of Illyria and leads them into the deeper well.

In the lab Gunn is manhandling Knox accusing Knox of setting everything in motion because of Knox’s jealousy over Wes. Knox claims he was just a small part in a much bigger plan. Knox chose Fred because he loves her so much - Knox wants his god to be hatched from something wonderful, not some schmuck. Knox explains that this is a destiny that was set in motion thousands of years ago and, although Angel and Spike are on the right track, Knox claims that Angel will let Fred die.

As Drogan leads Angel and Spike into the well Drogan fills them in on some details. The true demons warred for centuries, killing each other off but, because demons don’t die the same way humans do, the demons were interred in the deeper well. During that time Illyria was feared and worshiped. About a month ago Drogan noticed that Illyria’s sarcophagus was missing and Drogan suspects that the sarcophagus was destined to go missing as part of Illyria’s escape plan. Having reached the deeper well Drogan shows Spike and Angel Drogan’s “charges.” The well is a circular pit lined with sarcophagi that extends to the other side of the Earth. Drogan suspects that Illyria’s sarcophagus was teleported out of the well by Illyria’s acolytes, still active millions of years later.

Knox is telling Gunn that he is an acolyte of Illyria. The sarcophagus was supposed to teleport straight to L.A. but didn’t because of the continental drift which occurred while Illyria hibernated. Knox was able to get the sarcophagus to L.A. with Gunn’s help. Gunn signed the order to move the sarcophagus through Customs when Gunn went to get his brain boost from Dr. Sparrow (see AtS 5.14, “Smile Time”). Gunn is overcome by fury and grabs a canister off of the counter and knocks Knox unconscious, then Gunn hits Knox again.

Fred is having convulsions from pain. Wes tries to give Fred an injection but the needle won’t penetrate Fred’s skin. Fred becomes delirious - she starts rambling about sinning, never getting a B-. Wes touches Fred to try to comfort her but Fred flinches in pain. Fred asks Wes to make it stop but Wes is overcome by grief.

In England Drogan learns that Illyria’s essence has been freed. There is a spell which will draw Illyria’s essence back to the well but the spell requires a champion. Angel tells Drogan there are two champions standing right there. Drogan hesitates before giving Angel and Spike the really bad news. The spell will draw the sarcophagus and Illyria back to the well but, in doing so, will infect every human between L.A. and England with some of Illyria’s essence. The result will be tens of thousands of people dying as Illyria’s essence tries to prevent it’s recapture. Drogan leaves to prepare the spell as Angel and Spike contemplate what they have just learned.

Fred is becoming more delirious as she loses her fight against Illyria. Wes promises Fred that he won’t leave her. Fred tells Wes that she walks with heroes and Wes tells Fred that she is a hero.

Angel and Spike are still thinking about what they’ve learned about Illyria. Spike thinks they should have known that there was a hole in the world.

Fred asks Wes to kiss her and he does. Then Fred makes Wes promise to tell her parents that she wasn’t scared and that she went fast. Both Wes and Fred are teary as they try to say good-bye to each other. Suddenly Fred dies in Wes’s arms. Wes cradles Fred’s lifeless body lovingly as he starts to cry. Fred’s eyes crystal over changing from their normal brown to blue. Fred’s body begins to convulse and it kicks Wes off the bed in one direction and Fred’s body falls off the bed in the other. Wes looks up to see Illyria - Fred with blue hair and blue eyes. Illyria says to no one in particular that this body will do.

Summary by Kirsten.