(Wes is sadly packing up Fred's things in the her office)

ILLYRIA: (arriving) You grieve still... for a single life.

WESLEY: (bitter) Why are you here?

ILLYRIA: I... I'm uncertain. This place... was part of the shell.

WESLEY: (snaps)Don't call her— (breathes deeply) The woman you killed had a name.

ILLYRIA: This is important to you. Things have names. The shell... Winifred Burkle... She can't return to you.

WESLEY: I know.

ILLYRIA: Yet there are fragments. When her brain collapsed, electrical spasms channeled into my function system... memories.

(she holds up her fingers, making a gap between her thumb and index finger where an electrical spark forms)

ILLYRIA: (in Fred voicec) Please...Wesley, why can't I stay?

WESLEY: (stricken, turns away) No. Leave.

ILLYRIA: I've nowhere to go. My kingdom is long dead. Long dead. There's so much I don't understand. I've become overwhelmed. I'm unsure of my place.

WESLEY: (angrily) Your place is with the rest of your people: Dead and turned to ash.

ILLYRIA: (considers) Perhaps... but I exist here. I must learn to walk in this world. I'll need your help... Wesley.

WESLEY: If I were to help you find your way... you have to learn to change. You mustn't kill.

ILLYRIA: You killed the Qwa'ha Xahn in defiance of your leader.

WESLEY: He murdered the woman I love.

ILLYRIA: And that made it just.

WESLEY: No. It wasn't just. (sighs) I'm probably the last man in the world to teach you what's right.

ILLYRIA: But you will. If I abide, you will help me.

WESLEY: (softly) Yes.

ILLYRIA: Because I look like her?

WESLEY: (whispers) Yes.

(Illyria stands beside Wes, looks out the window to the lab below where her sarcophagus lies)

ILLYRIA: We cling to what is gone. Is there anything in this life but grief?

WESLEY: There's love. There's hope...for some. There's hope that you'll find something worthy... that your life will lead you to some joy... that after everything... you can still be surprised.

ILLYRIA: Is that enough? Is that enough to live on?

(The song A Place Called Home written and performed by Kim Richey plays until the end of the episode. In turn we see Gunn, Harmony, Spike, Lorne, Angel, all lost in thought. Wes continues packing Fred's things. Illyria stands in the lab, fades into a flashback of Fred leaving home, happily driving towards L.A. (buy the CD at Amazon) )

SONG:

Well, it's not hard to see
Anyone who looks at me
Knows I am just a rolling stone
Never landing anyplace to call my own
To call my own
Well, it seems like so long ago
But it really ain't you know
I started out a crazy kid
Miracle I made it through the things I did
The things I did
Someday I'll go where there ain't no rain or snow
'Til then, I travel alone
And I make my bed with the stars above my head
And dream of a place called home
And someday I'll go where there ain't no rain or snow
'Til then, I travel alone
And I make my bed with the stars above my head
And dream of a place called home
Someday I'll go where there ain't no rain or snow
And dream of a place called home

• 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