(picking up where we left off)

WESLEY: Fred?

(Illyria walks past Wesley toward the mirror, ignoring him.)

WESLEY: Illyria?

ILLYRIA: My name... (angrily) You would presume to speak my name... Because I have returned in the body of the human, you think you can speak to me. It's disgusting.

WESLEY: Who is Winifred Burkle?

ILLYRIA: I thought the humans would have long died out by now. Instead, you've grown bold.

WESLEY: So you don't know who Fred is.

ILLYRIA: Nor care. Bleat at me no longer. We're done.

(turns away)

WESLEY: Yes...

(he bends to pick up a battle-axe)

WESLEY: ...we are.

(he swings it at Illyria's neck. Cut to credits. Resume. The blade shatters on Illyria's back.)

ILLYRIA: Oh... now I remember. Winifred Burkle is the shell I'm in.

WESLEY: (tearfully) She's the woman you killed.

ILLYRIA: This is grief. I'm watching human grief. It's like offal in my mouth.

WESLEY: If you stay here, you'll taste it every day, every second. Look. Humans rule the Earth. They will last for millennia... like roaches crawling everywhere. Crying and sweating and puking their feelings all over you. Go back. Sleep until the humans are gone. They are stupid and weak. They'll kill each other off and you can return to the world you deserve.

(he holds his hand to her shoulder, nearly touching it)

WESLEY: Leave this shell.

ILLYRIA: (whirls) You seek to save what's rotted through. This carcass is bound to me. I could not change that if I cared to, but you have opened my eyes to truth. If the world is truly overrun by humans... (throws Wes across the room) then I have work to do.

• Wesley & Fred
• Wesley & Illyria

written by: Stephen S. DeKnight; Original transcript by CariCranberry. Edited & formatted by me.. Full transcript at:
http://www.buffyworld.com/angel/season5/transcripts/5x16_tran.php