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

Guest starring: Jaime Bergman as Amanda, Jeff Yagher as Leader of the Fell Brethren, and Adam Baldwin as Marcus Hamilton

Original air date: April 28, 2004

Written by: Ben Edlund

Directed by: Vern Gillum

It’s the basement of Gunn’s house in the hell dimension. The grey demon [see AtS 5.17, “Underneath”] is preparing to torture Gunn as Gunn pleads and begs for the demon to stop. The room begins to shake, as if in an earthquake, and Gunn can hear gunfire upstairs. The door at the top of the stairs flies off of its hinges and Illyria walks down the stairs. The grey demon moves to stop Illyria but she hits it and sends the demon flying across the room. Illyria rips the amulet off of Gunn’s neck and Gunn’s memory begins to return. He remembers that he is Charles Gunn. Illyria grabs Gunn to take him back to their dimension but Gunn stops Illyria and tells her that the only way Gunn can leave is if someone puts on the necklace in his place. So Illyria does the only logical thing. . . . she puts the amulet on the demon so the demon has to cut his own heart out.

At W&H Angel and Wes are discussing Illyria. Wes tells Angel that he was talking with Illyria about Gunn and their inability to retrieve Gunn when Illyria made a portal and disappeared. Angel suspects Illyria’s motives for helping either Wes or Angel and wants to know why Illyria is doing anything that might be construed as “help.” Wes claims that he is making progress with Illyria and believes that Illyria may be able to help the W&H team in their fight. But Angel believes that Illyria is around to gain power and influence for some later plan. Suddenly a portal opens and Illyria and Gunn step through. Gunn collapses to the ground immediately as Angel and Wes are surprised by his appearance. Illyria wraps her hand around Gunn’s throat and lifts him high off the ground. Illyria asks Angel if Gunn is valuable to Angel but Angel doesn’t answer and demands that Illyria put Gunn down. Wes intervenes and calmly tells Illyria that Gunn is valuable and that they now owe Illyria a debt of gratitude. Wes’s admission about a debt of gratitude appears to be what Illyria wants because she drops Gunn to the floor and walks out of the room.

Later, perhaps the next day, Gunn steps out of the elevators at W&H, crosses the lobby, and enters his office. Gunn finds two very large stacks of paperwork on his desk and doesn’t look too eager about facing the work. Meanwhile Wes is in his office researching the demon age, Illyria’s time. Gunn interrupts Wes’s work and finds books and coffee cups strewn about the floor and desk in Wes’s office. Wes acknowledges that he stabbed Gunn [see AtS 5.15, “Shells] but also tells Gunn that any apology from Wes would probably be awkward. Gunn tells Wes that after two weeks of having his heart cut out every day the stabbing seems like a walk in the park. Wes asks Gunn what he is looking for and Gunn replies that he’s not sure, but he might be looking for a compass, a new direction. Gunn is confused because Illyria not only killed Fred but then saved his life. Gunn tells Wes that the world seems upside down right now. Wes is acting very odd and tells Gunn that they will all have to adjust to Illyria’s presence and Fred’s absence. Wes tells Gunn that he can’t look at Illyria without seeing Fred, but when Illyria speaks he knows Fred is no longer there. Gunn asks if someone has Illyria under some sort of control and Wes tells Gun there is no control over Illyria because she is “monumentally self-possessed.” Not as bad as a TV star, but a bit more violent.

Meanwhile Illyria and Spike are in the training room. Spike is still testing Illyria’s skills and, although Illyria is still beating Spike, Spike is managing to get a few hits in and avoid a few punches. Spike’s learning Illyria’s strengths and weaknesses and adapting to her fighting style. Illyria doesn’t understand why Spike will hit her when Illyria resembles Fred, someone that Spike liked. Spike tells Illyria that he knows that Fred isn’t there so he has no problem hitting Illyria. Illyria tells Spike that his adaptation to her fighting is a compromise and that compromise makes Spike weak. Illyria tries to impress Spike by once again telling him that Illyria was worshipped by the world itself by Spike is less than impressed. Illyria complains that humans and demons are sitting on small puddles of power but none of them have power that compared to hers when she ruled the world. According to Illyria one ‘wins’ when they conquer all and never die. Spike tries to surprise Illyria and lunges at her but Illyria creates a time bubble and easily moves out of Spike’s path. When the time bubble bursts Spike lands out of reach of Illyria and rushes her again. Illyria effortlessly throws Spike into a wall. Over a speaker Angel asks to talk to Spike and Illyria gives Spike her permission to leave. Spike walks into the observation room where Angel is waiting. Spike tells Angel that he’s learning Illyria’s moves when Angel tells Spike that the sessions have to stop. Angel explains that Spike isn’t doing the learning, Illyria is. Illyria is learning their strengths and weaknesses and Angel’s afraid of tipping their hand to Illyria. Illyria is suddenly standing in the doorway, gasping for breath. Spike thinks their little training session has winded Illyria but she doesn’t say anything. Illyria just looks confused or surprised.

Gunn is working alone in his office trying to get through the two large stacks of files on his desk when Lorne stops by, complete with dark sunglasses, fedora, and walkie-talkie. Lorne’s checking up on Gunn to make sure Gunn is ok. Gunn asks about Lorne’s incognito-wear and Lorne explains that Angel wants Lorne to follow Illyria and report back. Gunn asks Lorne if Lorne has talked to Wes and Lorne replies that he and Wes have exchanged words, but it wasn’t exactly a conversation. Lorne tells Gunn that it’s like there have been two Weses walking around - one who acts like he’s barely conscious and the other one who spends every moment looking for clues about Illyria. Gunn asks Lorne what Angel’s opinion is about Wes and Lorne tells Gunn that Angel hasn’t been very talkative lately. Angel calls Lorne on the walkie-talkie and tells Lorne to get into Angel’s office.

The entire team, Angel, Wes, Lorne, Gunn, and Spike, assemble in Angel’s office to discuss Illyria. Angel wants Illyria gone and Spike asks if that means ‘retired’ or ‘dead.’ Angel doesn’t come out and say it outright, but he wants Illyria dead. Angel asks Wes to start looking for a vulnerable spot, an Achilles’s heel in Illyria so that she can be eliminated. Wes isn’t thrilled with Angel’s plan but goes along with it. Illyria’s only one of their problems, the other being the apocalypse that Lindsey described [see AtS 5.17, “Underneath”]. Gunn asks the others if they believe Lindsey’s claim that they are currently in the middle of the apocalypse. Angel clearly believes that the apocalypse is upon them, mostly because of the current state of the world. Angel also thinks that the “bad guys” are winning because they haven’t told anyone that the war has already started. Spike reminds Gunn that they are currently on the wrong side (because they’re affiliated with the bad guys) or the right side (if you want to be on the winning side). Gunn asks Angel what their next move is and Angel is frustrated because he doesn’t know. Angel is trying to fight an unknown enemy in an invisible war. And even though Angel & Company have stopped a lot of evil, the LA branch of W&H is still the company’s top earner. Marcus Hamilton arrives and tells Angel that they aren’t the top earner any more. Marcus complains about Illyria’s rampage through the hell dimension and the havoc, destruction, and death that she caused. Angel tells Marcus to bill him for the damage and Marcus tells Angel that the SPs already have. Illyria’s rescue mission made the LA branch go from top earner to dragging at the rear in one quick move. Angel is unconcerned about the change in the branch’s status. Marcus tells Angel that the SPs have a simple task that they would like Angel to oversee and Marcus tells Gunn that the file will be on Gunn’s desk shortly. Marcus also tells Gunn that it’s good to see him ‘again.’ Angel tells Marcus if this oh-so-important task is a way to get in the good graces of the SPs then Angel really doesn’t see the job as being important. Marcus reminds Angel that the task is about profits, and profits allow Angel & Company to keep doing good. After Marcus leaves Lorne tells the group that he still prefers Marcus to Eve.

Later Wes is slumped on the floor, leaning against his desk, answering Illyria’s questions about time. Illyria claims that their conversation has happened before and Wes agrees that they have talked about how humans measure and mark time before. Illyria tells Wes that he is not only her guide, but also her betrayer. Illyria accuses Wes of trying to kill her when Wes shattered the window of Orlon to change the past [see AtS 5.18, “Origin”]. Wes tells Illyria that he was trying to bring back Fred and Illyria is angry that bringing back Fred would destroy her. Wes asks Illyria if his betrayal has hurt her and Illyria responds by telling Wes that ‘betrayal’ was a neutral word in her time and that she is probably not bothered by Wes’s betrayal. Wes tells Illyria that her answer sounds somewhat human and Illyria is angered. Illyria yells that humans are ‘motes of dust,’ insignificant in her eyes. Wes reminds Illyria to mind her manners.

Meanwhile Gunn walks into Angel’s office with the file from Marcus. Gunn explains that the case looks pretty simple, that Angel just needs to act as witness for the firm with a ceremonial demon pact. Angel asks Gunn when and where Gunn met Marcus before today. Gunn explains that Marcus went to the hell dimension and offered Gunn a deal to get Gunn out of hell. Angel asks Gunn what his answer was and Gunn asks if Angel really has to ask that question. Angel tells Gunn that he does and Gunn tells Angel that Gunn told Marcus no and that Gunn isn’t making deals anymore. Angel asks Gunn if his new “no deals” view of the world will make being a lawyer difficult. Gunn tells Angel that being a lawyer for scaly, slimy, evil demons was already difficult. At that point a young, blonde, very pregnant woman walks into Angel’s office asking about the demon pact. A short time later the woman, Amanda, explains that the demons have a prophecy that her baby will be a ‘holy one.’ Gunn asks Amanda how much she knows about the Fell Brethren, the demons who will be taking her baby. Amanda tells Gunn that the Fell are very religious and they have been very supportive of her through her pregnancy. Gunn cautions Amanda that any contract with demons can be tricky because the contract might have obscure clauses or obscure phrasing making the true contents of the contract hidden. Gunn tells Amanda that as W&H’s client he wants to make sure that Amanda understands what she is getting into. Just then three demons, from the Fell Brethren, show up and tell Gunn that Amanda isn’t W&H’s client, the Fell are.

Wes is in his office still researching the demon age with Illyria hovering nearby. Illyria tells Wes that ‘time doesn’t exist until it cracks apart’ and Wes takes a good look at Illyria. Wes tells Illyria she doesn’t look well then she doubles over in pain, clutching her stomach and knocking a glass of water off of Wes’s desk. When Illyria stands up she’s no longer in Wes’s office but in the training room. Wes is pointing some sort of weapon at Illyria and Angel is telling Wes to “do it now.” Illyria doubles over again and time shifts. Now Illyria is standing in the doorway of the observation room for the training area and hears Spike tell Angel that Spike has winded Illyria - an event that has already happened for her. Illyria looks confused and somewhat scared. Illyria doubles over again and she is back in Wes’s office as the glass of water she knocked over falls to the floor. Wes asks Illyria what is going on and Illyria shoves Wes’s desk, and Wes, into the windows behind Wes. Illyria claims that Wes tried to murder her again. Wes responds that he doesn’t want Illyria dead but Illyria doesn’t believe him. Illyria storms out of Wes’s office and out of the building with Lorne following her.

The Fell Brethren are having a discussion in the lobby as Harmony approaches them and tells the Fell that Angel wants a few more minutes to talk to Amanda. Harmony offers the demons something to drink while they wait, but the demons are angry that Angel is talking with Amanda. Harmony reassures the Fell that Angel will ‘snap her like a pregnant twig.’ This seems to calm the Fell because they ask Harmony for some organic colas that they offered her.

In the meantime Angel and Gunn are questioning Amanda trying to determine if she really knows what she’s in for and that the demonic pact is the best thing for Amanda and her baby. Amanda explains that she’s thought this through. Amanda knows that the Fell will care for her son better than she and her husband ever could and that the Fell will worship her son as a holy leader. Amanda also tells Gunn and Angel that her husband was in an accident that caused permanent brain damage and that the two of them have been scraping by on food stamps and disability. the Fell have promised Amanda that they can cure her husband’s brain injuries and Amanda asks Angel and Gunn how she is supposed to turn the Fell’s offer down.

Gunn’s very moved by Amanda’s situation and he can’t listen any more. Gunn gets up from the conference table and walks into Angel’s office. Gunn tells Angel that he’s not sure he can do the lawyer W&H thing any more. Gunn tells Angel that the worst part of the hell dimension wasn’t the basement because, in the basement, you knew what was going to happen. According to Gunn the worst part of hell was the life upstairs because under the veneer of family and homework and taking out the trash was the certainty that it was all a lie. Gunn asks Angel, point blank, if that’s what Angel & Company are doing at W&H:are they the veneer that hides the lie? Angel tells Gunn that Gunn has to hold himself together, get through the demon pact so that the team can sit down and figure out what the SPs are up to and plan their next move. Gunn tells Angel that Amanda •is• their next move. Harmony interrupts them and Angel asks Harmony to send the Fell in to the conference room.

Meanwhile Wes is in the lab looking into a microscope when Marcus sneaks up on him. Marcus asks Wes if Wes has found anything on Illyria and tells Wes that the SPs are concerned about Illyria, too. Wes finds the fact that the SPs and Angel & Company have similar concerns as ‘mystifying.’ Marcus also tells Wes that Illyria and the SPs go ‘way back’ and the SPs would be much, much happier if Illyria was gone or dead. The SPs have no plans to intervene and consider Illyria to be Angel & Company’s problem and Marcus wishes Wes ‘good luck’ with their fight. Before he leaves Marcus suggests that Wes check some low-level readings. Wes is curious so he checks the readings and finds a large ‘blip’ moving in the building.

Illyria has returned to W&H and she’s being followed by Lorne. Lorne’s trying to contact Angel and let Angel know that Illyria is on to Lorne’s feeble attempts to be covert.

The Fell Brethren enter Angel’s conference room while Gunn continues to read over the demon pact. The leader of the Brethren greets Amanda warmly and asks about her pregnancy and how she’s feeling. Angel interrupts and tells the Fell that the contract is ready to be signed. The leader of the Brethren signs the contract and hands it, and a pen, over to Amanda. Before Amanda can put pen to paper Gunn asks about “gordibock” - what is it? According to the contract on the baby’s 13th birthday there will be a ‘rites of gordibock.’ Gunn tries to tell Amanda that the ‘rites of gordibock’ is a ritual sacrifice but he is interrupted by the Fell Brethren leader who yells at Gunn, “Whose lawyer are you?!” Before Gunn can answer Illyria storms into the room and demands to speak with Angel. Angel tells Illyria to come with him and they leave Gunn, Amanda, and the Fell demons in the conference room.

In the hallway Illyria demands to know what Angel has done to her then tells Angel that whatever poison or magical force he’s used is useless because Angel will eventually bow to her will and power. Angel tries to tell Illyria that he hasn’t done anything to her even as Illyria doubles over in pain. Angel tries to leave but Illyria easily picks Angel up by his coat and demands to know what Angel has done to her. Angel again denies that he’s done anything and Illyria sets Angel down and realizes that it’s too early in the time continuum for whatever she thinks Angel’s done.

Angel goes to the labs and finds Wes and Spike working. Angel complains that Illyria’s got a screw loose and asks Wes if he’s discovered anything that will get rid of Illyria. Wes tells Angel that Illyria’s demon essence can no longer be contained in the human body Illyria inhabits. Spike explains the situation as a ‘cracked engine block’ and that Illyria is leaking petrol (or demonic energy) all over the place. If something isn’t done soon Illyria will self-destruct very violently. Wes tells Angel that Illyria’s problem might have a silver lining - it might be the chink in Illyria’s armor that will allow Wes to use a Mutari generator to send Illyria to an alternate dimension. Angel is behind the plan but points out that they don’t know where Illyria is. But Spike shows Angel a computerized view of the training room where a blue blip is pulsing - the petrol is leaking from Illyria all over the place.

As Wes, Angel, and Spike head toward the training room Wes estimates that Illyria’s self-destruction might take out a few city blocks (conservative estimate) or might obliterate all of western California. Wes, Angel and Spike find Lorne outside the training room. Lorne followed Illyria there and he follows the team into the training room. Unfortunately the room is empty but Lorne tells everyone that he didn’t see Illyria leave. The four men spread out across the room and suddenly Spike is dusted! As Spike’s remains fall to the floor Illyria can be seen holding a wooden stake. Angel tells Wes to use the Mutari generator now and charges Illyria who throws Angel across the room. Illyria throws the wooden stake which flies through Wes’s chest and is embedded in the wall. As Wes crumples to the ground Illyria puts her hand through Lorne’s chest and Lorne crumples to the ground. Angel vamps out and charges Illyria. Illyria grabs an axe off the training room wall and, as Angel flies across the room towards her, Illyria decaptitates Angel and his remains fall to the floor.

Illyria doubles over in pain again and time shifts. Illyria’s back in the hallway with Angel and Angel is telling her that no one is trying to kill her. Illyria grabs Angel again but before she can put Angel down time shifts taking Illyria and Angel back in time. Illyria and Angel are now in Wes’s office when Illyria knocked a glass of water off of Wes’s desk. Illyria tells Angel he wasn’t there before. Time shifts again and Illyria and Angel are now in the hell dimension when/where Illyria rescued Gunn. Angel is seriously upset about being caught in the wake of Illyria’s time bubble and wants to know what is going on. Illyria, unfortunately, doesn’t know and accuses Angel of disrupting and manipulating her timeline. Angel tries to convince Illyria that he doesn’t have the power to disrupt time but Illyria doesn’t believe Angel and knocks him across the room. Illyria starts to rant about the lowliness and insignificance of humans and half-breeds compared to her power and glory. And Angel has finally had enough and tells Illyria to shut-up. Illyria is dumbfounded that Angel would dare to tell her to shut up. Angel tells Illyria that he is trying to find a way to control her and that this is Angel’s kingdom. Time shifts again and Angel and Illyria are transported to the training room after Illyria has killed Spike, Wes, Lorne and Angel. Illyria tells Angel that she killed Spike first, then Wes, then Lorne, and then Angel. Illyria realizes that Angel’s presence is paradoxical, that the Angel standing before her is from an earlier point in time. Illyria tells Angel that she never gave the team the chance to kill her. That lesson she learned in her early days as a god - always destroy anything that is not completely yours to ensure victory. Illyria scolds Angel for being a slave to his morals and tells Angel that a true ruler has no morals and is concerned with only one thing - winning. Illyria also tells Angel that the place of “the Wolf, the Ram, and the Hart” is a place of great power but Angel refuses to harness that power because of the price. Illyria give Angel one last piece of advice - that to win a war one must be a slave to only one thing - ambition. Illyria doubles over in pain and realizes that her power cannot be contained in the body she inhabits. Angel tries to convince Illyria to change the timeline but Illyria has run out of time. Illyria’s skin shatters in an explosion that sends Angel flying across the room then back into an earlier time.

Angel has landed in the hallway leading to the training room as he, Wes and Spike move to confront Illyria. Angel tries to explain Illyria’s time shifts to Wes and Spike but they are intent on stopping Illyria. Angel, Spike, Wes and Lorne enter the empty training room and Angel has a case of deja vu. Angel remembers that Illyria claimed to have killed the “white haired one” first. Angel pushes Spike out of the way and Illyria suddenly materializes and drives a wooden stake into Angel’s torso. Angel staggers backwards and removes the stake from his stomach. Angel manages to convince Illyria not to harm anyone and tells Wes to put his weapon down. Angel explains to Illyria what has happened to him: Angel was caught up in Illyria’s time shifts but she still died. The power building up inside of Illyria exploded sending Angel back in time to this place. Illyria asks the four men if they want her permission to murder her and Wes tells Illyria he has no intention of murdering her. Wes lied to Angel earlier. The Mutari generator Wes is carrying will safely drain away some of Illyria’s power enabling her to continue to exist. Once the power is drained away Illyria will no longer be in danger of exploding and taking most of the continental shelf with her. Illyria tells Wes she would rather be a crater in the ground than be like humans. Illyria throws Wes into Angel knocking both men to the ground. Spike and Illyria fight briefly before Illyria is wracked with pain. Angel pleads with Illyria to accept her lot and allow Wes to drain her power so that Angel can protect the lives of millions of people. Angel tells Illyria that holding on to her past is destroying her. As Illyria’s body begins to break apart Wes fires the Mutari generator at her draining Illyria’s power. Illyria’s body heals and Illyria slumps to the ground, disgusted at what she’s become.

Later Wes and Angel are watching Illyria, still on the floor in the training room, from the observation room. Angel asks Wes to speculate on the extent of Illyria’s powers. Wes believes that Illyria won’t be able to shift time or walk through alternate dimensions any more, but Illyria’s power is still substantial. Angel is glad that Illyria isn’t as powerful as she once was. Wes admits to Angel that Wes plans on staying with Illyria. Wes claims that he “needs” to work with Illyria, even though it is weird. Before he leaves the observation room Angel tells Wes that he thinks Wes was right earlier - that Illyria might be a valuable member of the W&H team.

Angel walks to the lobby and finds Gunn loudly arguing with the Fell Brethren. Gunn wants the contract and the verbal agreement between the Fell and Amanda to be made null and void and Marcus is trying to soothe ruffled feathers. Angel walks towards Gunn and tells him that Amanda’s baby belongs to the Fell. Gunn tries to argue with Angel but Angel isn’t hearing it. Angel invites the Fell into his office to complete the signing of the pact. Gunn asks Angel what he’s doing and Angel replies that he’s doing what he’s supposed to - serving his clients.

Summary by Kirsten.