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

Guest starring: Mercedes McNab as Harmony, Jonathan M. Woodward as Knox, Marc Vann as Dr. Sparrow, Jennifer Griffin as Trish Burkle (Fred’s Mom)

Original air date: March 3, 2004

Written & Directed by: Steven S. DeKnight

[Notes: 1. This episode begins at the end of the previous episode, 5.15 “A Hole in the World.” 2. As a demon it’s unclear if Illyria is a “he,” a “she,” or an “it” (gender inclusive / neutral) but, for the sake of simplicity and because Illyria is wearing a woman’s body, Illyria will be referred to as “she.”]

In Fred’s bedroom Illyria has just awoke in the shell that remains of Fred’s body. Illyria is offended that a lowly human would speak to her and is surprised that humans still inhabit the earth; Illyria thought humans would have died out millennia ago. Wesley asks Illyria if she knows who Winifred Burkle is but Illyria doesn’t know, nor does she care. Illyria ‘dismisses’ Wes and tells him they are done. Wes agrees, picks up an axe and swings it at Illyria’s head, but the head of the axe shatters against Illyria’s very solid skin. Suddenly Illyria remembers that “Winifred Burkle” is the shell that Illyria is in, and she is offended by the fact that Wes mourns Fred’s death. Wes tells Illyria that, if she stays, she’ll have to put up with human grief all of the time. Wes tries to convince Illyria to sleep until the humans have wiped themselves off the earth, then Illyria can rise and rule. Illyria tells Wes that he is foolish to try to save the rotted shell and that she has to get started eliminating humans from the earth. Before Illyria leaves she throws Wes across the room.

Somewhere over the Atlantic Angel is brooding and Spike is trying (unsuccessfully) to get drunk with teeny-weeny bottles of Jack Daniels. Spike tells Angel that, if Angel had tried to remove Illyria’s essence from Fred’s body, thousands of people would have died and that Fred would never have wanted that. Angel reluctantly agrees but still looks unhappy about his decision. Angel tells Spike that he couldn’t reach Wes by phone and Spike tells Angel that Fred probably is gone. Angel asks Spike what does “gone” really mean. Spike answers that, in the world of men, gone means that you die and stay that way. Unless, as Angel points out, you’re a vampire. Or, as Spike says, the ghost of a vampire. Or, as Angel replies, Buffy. Angel realizes that death doesn’t necessarily mean “the end,” not in a world where rules can be broken, provided of course, you know how to push hard enough to break the rules.

In Gunn’s office at Wolfram & Hart Knox is tied up in a chair, battered and bleeding but still alive. Harmony asks Gunn if he plans on torturing Knox and Gunn replies that he’s thinking about it. Harmony wants to help torture Knox but Gunn tells Harmony that torturing Knox is personal. Harmony agrees and tells Gunn that she likes Fred and that if Knox had anything to do with hurting Fred Harmony wants to extract her own pound of flesh. Before any torturing can start Wes arrives asking for Angel and Gunn tells him that Angel and Spike are on their way back. When Wes asks why Knox is tied up, Gunn tells Wes that Knox was involved in what’s happening to Fred. Wes starts to go ballistic but is interrupted by Knox, who’s woken up and starts talking. Gunn tells Knox to shut up because Gunn wants to interrogate Knox without witnesses. Wes interrupts and tells Harmony and Gunn that Fred’s gone - she’s died and Illyria has taken her place. Knox is ecstatic and tells Gunn, Wes, and Harmony that he loved Fred very much, which is why Knox chose Fred to be Illyria’s vessel. Fred was the only one worthy of Illyria. Wes is seriously angry now, pulls out a gun and aims at it at Knox but Gunn stops Wes from pulling the trigger. Wes’s grief spills over and he tells Harmony and Gunn that Fred died in pain but died bravely. Just then Angel and Spike arrive and tell Gunn, Wes, and Harmony it’s time to get Fred back.

In Angel’s penthouse Angel and Spike fill in Gunn, Wes, and Lorne on most of what happened in England. Lorne is very upset that he didn’t read Knox accurately when the AI team first took over Wolfram & Hart (see AtS 5.1, “Conviction”). Angel thinks Lorne’s guilt is misplaced and they probably should never have come to Wolfram & Hart in the first place, but tells all of them to focus on the problem at hand. How can they get Fred’s soul back into Fred’s body? Lorne is so racked with guilt that he apologizes to everyone and leaves. Gunn agrees with Lorne - they should have seen Illyria coming but Angel disagrees and tells them that, according to Drogan, Illyria’s sarcophagus was predestined to be removed from the Deeper Well and that nothing could have stopped the sarcophagus from arriving at Wolfram & Hart. Gunn tells Angel that it’s not true, and that the sarcophagus was stuck in customs but someone got it out. When Wes asks who got the sarcophagus out of customs Gunn tells him that he’s working on it. Wes is less than impressed with Gunn’s efforts. Before Wes and Gunn can start to argue Angel interrupts and tells both of them to stay focused. Angel and Spike think that they can restore Fred’s soul and figure out a way to restore her organs. And, after they restore Fred’s soul, Angel vows that they will make everyone who had a hand in hurting Fred will pay. Gunn wants to know where they start and Angel replies “with the big guns,” meaning Willow (Rosenberg). Willow has the mojos necessary to restore souls (see BtVS 2.22, “Becoming, Part II” and AtS, 4.15 “Orpheus”) and to raise the dead (see BtVS 6.1 and 6.2 “The Bargaining” Parts I and II) and Spike tells everyone that Willow’s last known location was South America (see AtS 5.11, “Damaged”). Angel plans to contact Willow and contain Illyria. Angel asks Wes, the only one in the room who has had contact with Illyria, where Illyria might go.

At that precise moment a hand breaks through the glass wall of Gunn’s office behind Knox’s head. The hand grabs Knox’s shoulder and pulls Knox and the chair he’s sitting in through the glass panels. Harmony, who has been watching Knox, runs to the hallway to stop whomever is trying to take Knox. Harmony runs straight into Illyria and is shocked - it’s Fred’s body but Illyria’s in it. Illyria winds up and hits Fred across the lobby. As Knox and Illyria leave the lobby Knox tells Illyria he worships her. Illyria and Knox go to the sciences lab where Illyria’s sarcophagus is. Knox tells Illyria how he came to worship her and that he had surgically embedded the sacred objects in his chest, and that he is Illyria’s priest and servant, her Kwa’hazan. Illyria tells Knox that her last Kwa’hazan was taller. Illyria tells Knox that the world isn’t the way she left it and that she plans on changing it. Illyria rips off her clothes.

Meanwhile Angel is on the phone in his penthouse with Rupert Giles trying to reach Willow who is astrally projecting somewhere. While Angel has a shouting match with Giles, Gunn and Wes commiserate. Gunn tells Wes that things will work out. Wes apologizes for his earlier behavior to Gunn and Wes tells Gunn that he knows Gunn has done everything that he can. This gives Gunn an even bigger case of the guilties than he is currently carrying around. Gunn, near tears, tells Wes that he is sorry. On the phone Angel tells Giles that Angel is still running Wolfram & Hart, hangs up the phone, then throws the phone against the wall smashing it into little pieces. Angel tells Gunn, Wes, and Spike that they are on their own. Angel tells everyone that the plan hasn’t changed - they still need to find Illyria. At this point Harmony comes in and tells everyone what happened downstairs.

In the lab Illyria is holding a hand over her sarcophagus and Knox is trying not to look at Illyria’s naked body. Something mystical is happening, but it’s not clear what. Illyria slams her hand down on the sarcophagus and a red and blue covering grows over her skin like a leather cat-suit. Illyria announces to Knox that she’s ready to begin to change the world when Angel, Spike, Wes, Gunn and some of Wolfram & Hart’s commando guys carrying guns come into the lab. Illyria asks them if two half-breeds (Angel and Spike the vampires) and a bunch of primitives are the only ones to challenge her. Angel responds that they also have a whole lotta bullets, probably enough to temporarily cripple Illyria. Angel challenges Illyria to leave Fred’s body, or else. Illyria’s response is to grab Angel’s coat and, with one quick toss, Angel flies through the glass panel into Fred’s office, through Fred’s office and through the window outside the building. Angel starts to fall several stories down to the pavement below. Gunn shouts to take out Illyria and the commando guys start to fire. Illyria waves her hand and time slows down for everyone but Illyria and Knox. Illyria leads Knox out of the lab, downstairs, out of the building, and down the street before anyone in the lab has a chance to move and before Angel hits the pavement in front of the Wolfram & Hart building. Angel gets up and staggers inside the building.

Inside Harmony apologizes to Angel for failing to stop Illyria when Illyria grabbed Knox. Although Gunn has alerted the Wolfram & Hart tactical teams Angel doubts that any of them will find Illyria in the building. Neither Wes, Gunn or Spike know how Illyria managed to disappear, although Spike thinks he saw a blur right before Illyria disappeared. They decide that Illyria can manipulate time and Angel tells Gunn, Spike and Wes that their game plan hasn’t changed - they still need to find and contain Illyria to put Fred’s soul back. Angel asks Wes to tear apart the lab looking for any clues Knox might have left and Harmony volunteers to help. Gunn volunteers to check some contacts while Angel and Spike head to Angel’s office to get weaponed-up. Spike’s unsure how they’re going to track Illyria because while they were in the lab Illyria had no scent - nothing that either of the vampires could track. Spike also tells Angel that he’s a little wigged by seeing Illyria in Fred’s body. Spike tells Angel that maybe Fred really is gone, but Spike can’t quite finish the thought. Angel doesn’t believe, or doesn’t want to believe that, Fred is gone. Especially that Fred went the same way that Cordelia did, with a demon violating her body. Angel swears that Fred won’t go the same way.

Meanwhile Harmony and Wes are tossing the lab looking for information. Or rather Harmony is ransacking the lab and Wes is looking at the sarcophagus. Wes tells Harmony that Fred was curious about how things work and it was that curiosity led to Fred being possessed by Illyria. Wes tells Harmony that he hates Fred a little for being curious, then asks Harmony for a prybar. Harmony tells Wes that he was loved by the girl of his dreams, which is more than most people get, but Wes tells Harmony that it isn’t enough. Wes takes the prybar and starts hitting the sarcophagus. After smashing the sarcophagus a bit, one of the gems on the sarcophagus comes loose. There are symbols on the gem and Wes translates them - the symbols refer to time. And Wes realizes that the gem is the focal point of Illyria’s power over time, provided the gem hasn’t been drained. Harmony tells Wes that his discovery was better than hers - Knox’s lunch and cell phone. Wes takes the cell phone and discovers that all of the outgoing and incoming numbers have been deleted, so Harmony suggests that Wes look at the missed calls. There are three missed calls over the past few hours, and all the calls are from the same person.

Across town Gunn goes to Dr. Sparrow’s office (see AtS 5.1, “Conviction” and 5.15, “A Hole in the World”). Gunn demands that Sparrow tell Gunn everything that Sparrow knows about what is going on. Sparrow starts talking but doesn’t tell Gunn anything that Gunn doesn’t already know. Gunn hits Sparrow and demands to know how to bring Fred back. Sparrow tells Gunn that Sparrow’s part in the grand scheme was to make Gunn’s memory boost permanent in exchange for Gunn’s signature on the customs form. Gunn tries to bargain with Sparrow and tells him to take back everything, even turn Gunn into a vegetable, just make Fred well. Sparrow tells Gunn that there is nothing of Fred left to bring back, her soul was consumed when Illyria was resurrected. Sparrow tells Gunn to get used to his deal with the devil but Gunn is devastated. As Sparrow walks out of the office Wes is standing there and Wes knocks Sparrow out. Wes asks Gunn if Gunn has something to tell him. Wes knows that Knox was in contact with Sparrow and Gunn tries to convince Wes that Gunn learned about this from a source, but Wes doesn’t buy it. Wes asks Gunn what he did and Gunn reluctantly tells Wes what he did. When Wes tells Gunn that nothing from Wolfram & Hart and the Senior Partners is free, Gunn admits that he considered that someone might get hurt but he didn’t think it would be one of the former A.I. team and certainly not Fred. Wes tells Gunn that he understands Gunn not wanting to go back to being “the muscle” and that he forgives Gunn for it. But what Wes can’t forgive is that Gunn kept his mouth shut when Fred started to die. Gunn could have said something earlier and didn’t, so Wes stabs Gunn in the stomach.

At Wolfram & Hart Angel wants to know why Wes stabbed Gunn and Angel punctuates his question by slamming Wes up against a wall. Wes tells Angel that he avoided major organs so Gunn should live. Wes also fills Angel in on what he learned from Sparrow - that Fred’s soul was devoured when Illyria was resurrected and that Fred is really gone and that Wes holds Gunn responsible because Gunn let Fred die. Angel tells Wes that he also let Fred die. Angel explains that he could have saved Fred’s life but at the cost of thousands of other lives and Angel just couldn’t allow all of those deaths. Angel asks Wes bury his feelings and focus on finding and containing Illyria. Spike arrives after “interrogating” Dr. Sparrow with his fist. Spike tells Angel and Wes that he got a name from Sparrow: Vala’Hanesh.

In Wes’s office Wes shows Angel and Spike a picture of Illyria with her “Army of Doom” in her true form, also known as Vala’Hanesh. According to Wes’s sources Illyria’s temple which is located in Los Angeles, but out of phase with this existence and only Illyria can open the door to the temple.

Across town Knox and Illyria are in an office building where Illyria has killed the security guard. Illyria still cannot believe that a species as fragile as humans rule the earth. Knox tries to explain that humans were able to rise into power through opposable thumbs and overwhelming sneakiness. Knox tells Illyria that “they” should be punished and that he no longer considers himself a member of the human race, now that he’s with Illyria. Knox encourages Illyria to open the portal and reclaim her army to wipe humanity from the earth. Illyria tries but, apparently, Wolfram & Hart’s Senior Partners have blocked the portal. Illyria recognizes the Wolf, Ram & Hart and tells Knox that in her time they were weak just above vampires. Knox has brought a bag of tricks to help open the portal.

Meanwhile Harmony visits Gunn at Wolfram & Hart’s medical ward. Angel has sent Harmony down to get Gunn’s signatures on some papers. Harmony asks Gunn if the stories she’s heard about Gunn and the sarcophagus are true. When Harmony asks Gunn how he could allow this to happen Gunn tells Harmony that he was weak and he didn’t know where he fit, but the reasons don’t mean a thing because Fred’s gone and it’s Gunn’s fault. Gunn breaks down sobbing, saying he’s sorry and Harmony tries to comfort Gunn.

In the office building Knox has removed the barrier to the portal but before Illyria can open it a heavily armed Spike, Wes and Angel arrive. Angel, Spike and Wes tell Illyria they are prepared to die trying to stop her which confuses Illyria. Illyria asks why they would be willing to risk their lives for mewling, paltry humans. Angel tells Illyria that he protects innocent human lives and Illyria asks if Angel would be willing to protect Knox’s life. Angel tells her that he is. Even though Knox is the lowest form of scum that could still be considered human, Angel is willing to try to save Knox’s life because humanity is better than the alternative - demon kind. Angel tells Illyria helping each other is what people do, what makes them better than demons. Suddenly a gunshot rings out and Knox, with a bloodstain on his chest, crumples to the floor. Wes is holding his pistol; he was the one who shot Knox. Illyria is very annoyed that Wes has killed her Kwa’hazan and is offended that Angel, Wes, and Spike thought a mere human mattered to Illyria. Angel charges Illyria and attacks her with a large sword. Illyria dodges all of Angel’s blows then throws him across the room. Spike charges next, but Illyria also evades all of Spike’s sword thrusts and she throws Spike across the room, too. Wes tries shooting Illyria but she avoids all of the bullets easily then kicks Knox’s body into Wes knocking him to the ground. Angel attacks Illyria a second time and is sent sprawling across the floor. Spike attacks a second time and Angel joins him, both aiming sword blows at Illyria which she easily avoids. Simultaneously Angel and Spike strike downward at Illyria’s head with their swords and Illyria grabs both swords and uses them to throw Angel and Spike in opposite directions. Wes has recovered and tries shooting Illyria again but Illyria manipulates time and effortlessly avoids all of the bullets. Suddenly Angel is no longer sitting on the floor in front of Illyria, but he’s standing behind Illyria and surprises her with a punch to the jaw breaking Illyria’s hold over time. Angel used the gem from Illyria’s sarcophagus to break Illyria’s time mojo. Angel and Spike both attack Illyria but she knocks them down easily and opens the portal to her temple. Before the portal can close, though, Wes jumps through.

As Illyria ascends a stone staircase to raise her army she tells Wes that he’s too late. At the top of the staircase Illyria is stunned to find that her likeness and her army have been destroyed, turned to dust. Wes points his pistol at Illyria’s head but before he can pull the trigger Illyria re-opens the portal and jumps through. Wes follows.

The next day at Wolfram & Hart Angel, Spike and Wes are talking in Angel’s office. Angel wants to find a way to permanently close the portal to Illyria’s temple and to stop Illyria. Wes tells Angel that’s all they can hope to do and leaves for the lab. Spike asks Angel if Angel’s offer of a position at one of Wolfram & Hart’s other offices is still good (see AtS 5.15, “A Hole in the World”) and Angel tells Spike that it is. Spike suggests that Angel give the position to Gunn so that Wes doesn’t try to skewer Gunn again. Angel is very surprised that Spike isn’t leaving. Spike tells Angel that staying and helping Angel is what Fred would have wanted. . . . and it’s what Spike wants. Spike admits that he doesn’t like Angel but there’s a battle brewing on the horizon, an important battle. Fred gave her life to fight that battle and Spike wants to give the rest of his life to fight it, too.

In Fred’s office Wes is packing up her belongings when Illyria arrives. Illyria is surprised that Wes still grieves for Fred. Wes asks Illyria why she is there but she doesn’t quite know, other than Wolfram & Hart was “part of the shell.” Illyria tells Wes that Fred can’t return, but as Fred died fragments of Fred’s memories were imprinted on Illyria’s function system. Illyria, using Fred’s voice, says “Why can’t I stay?”, the last thing Fred said to Wes. Wes orders Illyria to leave but she won’t - she has no where to go. Illyria wants Wes to teach her how to function in this world inhabited by humans. Wes tells Illyria that she will have to change and that she mustn’t kill anymore. Illyria asks Wes that, if she follows his instructions, will Wes help her. Wes agrees, but only because Illyria is using the body of the woman Wes loved. Illyria asks Wes if there is anything in life but grief and pain. Wes tells Illyria that there is love and hope - hope that there is something worthy, something joyful in this life. Illyria asks if love and hope are enough to live on but Wes doesn’t answer her question.

Texas, ca. 1993: Fred is nearly ready to leave home for L.A. to attend graduate school (see AtS 5.15, “A Hole in the World”). Fred gives her mother a last hug and climbs into the driver’s seat of a station wagon then drives off toward her future.

Summary by Kirsten.