"A Hole in the World"

S5/EPISODE 15

Written by: Joss Whedon Original Air Date: February 25, 2004

the Burkle home

Flashback, Texas, just prior to Fred's leaving for L.A.
Fred packs for L.A.
In her bedroom, Fred's mother helps her pack while her father expresses his concerns. He reminds her there are plenty of good schools nearby.

A cheerful Fred teases, yes she could stay, meet a nice boy, get married, move into her room and have kids.
Mr. Burkle
Mr. Burkle doesn't see a downside to that.

Fred says she loves them but, "I'm getting the hell outta here."
Fred's mom reminds her to watch her language
Her mother reminds her to watch her language.

Mr. Burkle notes that's exactly where she's going, "Hell. A."
"City of Angels, remember?"
Fred tells him it's "Los Angeles, the City of Angels, remember?"

Her father counters, "And if you meet one angel there? I'll eat the dogs. Bunch of junkies and spoiled movie actors, that's who you're gonna meet."

Fred is skeptical, "In the graduate physics program at UCLA."
Mr. Burkle agrees to check the Chevy
Mr. Burkle reckons she can't really know.

Mrs. Burkle suggests her husband check the Chevy.

He reluctantly agrees and departs.
Fred, Trish Burkle
Fred asks her mother if she called "Bethany", if it's still okay.

Mrs. Burkle says it's fine, she can arrive as late as she likes. They'll leave a key for her in case they've gone to bed by the time she gets there.
Fred recalls forgetting something
Fred looks around the room, she feels she's forgetting something.

Mrs. Burkle tells her to just give them a call, they'll bring it and move in. No problem. She admits she was just teasing.
Fred promises she'll call home
Fred gives her a hug, telling her she'll call home, a lot.

Fred notices something, "Feigenbaum!" She rushes across the room and picks up a small, white, tattered stuffed bunny wearing glasses.
Fred is sure Feigenbaum will enjoy the trip
Her mother jokes, the rabbit doesn't look up to the trip.

Fred thinks he is, "He's the Master of Chaos, he'll love L.A. All my junkie movie actor friends -- "
Fred reassures her mom
Mrs. Burkle doesn't want her even joking about that. She wants a promise Fred will be careful.

Fred says she's going to study, learn everything there is to learn and then figure out some stuff they don't even know. She promises she'll be careful, even be "dull" and "boring."



Present
Fred with the flame-throwerWes opts for the shotgun
Fred is in a tunnel, roasting some screeching, hatching beasties with a flame-thrower. She's accompanied by Wes, who opts for the shotgun approach. Fred smiles, she reckons they've just wiped out the nest.

Wes notes the others are finishing a sweep of the area. He adds the beasties are nasty.
Fred admires the beasties
Fred is impressed with them, "Well, they are kinda cool physiologically. They reproduce by vomiting up crystals that attract and mutate the microbes around them to form eggs."
"Are you trying to turn me on?"
Wes looks at her appreciatively, "Are you trying to turn me on?"
a kiss
Fred turns to face him and smiles, noting it's kind of romantic; the roaring fire, the snug nest. They kiss.

In another part of the tunnel, Spike and Angel are sniping at each other. Spike says the thing was on Angel's back, what was he supposed to do?
Angel suggests Spike could have told him to turn
Angel notes the sword sticking through his body, "Ask me to turn around!"
Angel reckons Spike likes stabbing him
Spike says there wasn't time for that.

Angel reckons Spike just likes stabbing him.

Spike denies that, "I'm shocked. Shocked that you'd say that. I much prefer hitting you with blunt instruments."
Angel tells Spike why he was invited
Angel tells him they only invited him along because they felt sorry for him.

Spike points out if it weren't for him, Angel would be "bug food" so he should stop complaining. He leaves.

Fred approaches, "Angel?"
Angel assures Fred he'll be fineFred, looking for a new specimen
He stiffly turns toward her, telling her he'll be okay.

She clarifies, she wasn't asking, she just wants the bug that's impaled on the end of the sword sticking out of his back. She thinks it looks interesting, she'd like to take it to the lab since she's always interested in new specimens.


Knox accepts a delivery
A stone sarcophagus is wheeled into the W&H lab. It has a raised circular symbol on top, near the head of it, surrounded by gems of different colors. As Knox takes delivery of it, he asks what it is.

One of the delivery men answers, it's a "delivery."
Delivery guy reads the paperwork
Knox notes "Ancient Relics" is a couple of floors down from the lab.

The delivery guy tears a sheet off of his clipboard, "Invoice reads 'Science Department, Winifred Burkle.'" He lays the sheet on the sarcophagus and heads for the door.

Knox asks if he needs to sign.
Knox eyes the coffin from a distancethe crystals and the symbol on the sarcophagus
The guy says it's already been signed for and exits.

Knox walks away from it, "Okay."


Gunn sings while he worksWes notes Gunn's in a good mood
A cheerful Gunn is in his office, singing Gilbert and Sullivan ("Three Little Maids From School Are We" from "The Mikado"). Wes arrives. Gunn asks what's going on.

Wes thinks maybe he should be asking that question, noting Gunn's cheery mood.
Gunn claims he and Fred are back together
Gunn smiles, admitting he's in a good mood. He wants to be honest with Wes. He says he and Fred are getting back together.
Wes, upset by the news
As Wesley's expression falls, Gunn claims Fred was wound up from the fight the night before, she ended up calling him to come over and they talked for hours.

He finally admits he can't keep up the joke, "Cause your face is gonna make me weep. Wes, I am so messin' with you."
Wes reacts to the 'joke'
Wes stammers then chuckles halfheartedly.

Gunn slaps him on the arm, he figures he had a dig coming.

Wes starts to ask him if he knows about him and Fred.
Gunn informs Wes everybody  knows
Gunn lets him know it's on the W&H grapevine.

Wes wonders if Gunn is okay with that.

Gunn notes Wes wouldn't have asked him that question last year, "The man becomes civilized." He assures Wes it's okay, what he and Fred had has been over for a long time and he knows how Wes feels about her.

Wes thanks him.

Gunn adds, if Wes ever hurts Fred, Gunn will kill him.
Wes accepts the warning
Wes accepts that as he takes a seat opposite Gunn who is seated behind his desk.

Gunn notes it's time to move onto business.

Wes says he sounded like something was up, "before you made that tasteless and horrible joke at my expense."
Gunn reveals what he's discovered
Gunn retrieves a lease agreement from a folder on his desk, "Lindsey McDonald." He gets to his feet.

Wes follows suit, asking if Gunn knows where Lindsey is.
"He was living here"
Gunn notes he knows where he was, he can hide from the Senior Partners but "not from the DWP and not from my many, many ears." He hands Wes the lease.

Wes looks it over, "He was living here."

Gunn confirms that, he was living under the name of "Doyle." He reckons the way Lindsey was messing with Angel and Spike, he may have had other plans, the Partners took him out quickly. He's sure Lindsey probably didn't have time to pack.
Gunn would rather not enter Angel's officeWes thinks Gunn should tell Angel
Wes congratulates him on a job well done and suggests he tell Angel what he's found.

Gunn suggests Wes do it, "I ain't goin' in there."


"It's bollocks, Angel!"
In Angel's office, he and Spike are having a vocal disagreement. Spike insists, "It's bollocks, Angel! It's your brand of bollocks from first to last!"

Angel insists Spike not only can't see the "big picture", he can't see any picture.

Spike continues shouting his argument, "I am talking about something primal! Right? Like savagery. Brutal, animal instinct."
"into a bunch of namby-pamby, self-analyzing wankers ....."
Angel gets in his face, noting that always wins out with Spike but the human race has evolved. He walks away.
Angel, getting tired of arguing
Spike follows, "Into a bunch of namby-pamby, self-analyzing wankers who could never hope to --"
Angel makes his point
Angel cuts him off, telling him they're bigger and smarter, "plus there's a thing called teamwork, not to mention the superstitious terror of your [he makes air quotes] 'pure aggressors'!"

They're back in each other's faces again as Spike says Angel just wants it his way.
"It's not about what I WANT!"
Angel yells, "It's not about what I want!"
Angel, Spike note Wes' arrival
They both turn toward the door as Wes enters, "Excuse me? Is this something we should all be discussing?"

Angel says no.
Wes thought things sounded serious
Wes thought it sounded serious.

Angel says it was "mostly .... theoretical. We ..."

Spike offers, "We were just working out a ... Look, if cavemen and astronauts got into a fight, who would win?"
Angel, Spike look to Wes for an answer
Angel and Spike both look to Wes for an answer. He seems at a loss for a response, "You've been yelling at each other for 40 minutes about this."
"Do the astronauts have weapons?"
Angel looks away.

After a brief silence, Wes asks earnestly , "Do the astronauts have weapons?"

Angel and Spike both answer at the same time, "No."


Fred examines the sarcophagus
In the lab, Fred is looking at the sarcophagus. Knox says he couldn't find an invoice on it, he thought perhaps she went "crazy on Ebay."

Fred admits she stays away from that since the "commemorative plate incident." She asks if he did a "spectral analysis."

He says he did, everything is bouncing off of it, that makes him nervous.
Fred says there's no rush
Fred tells him there's no rush to open it. She reckons it's likely just a mummy.

Knox notes, "Mummies can be a lot more trouble than you'd think. And, you're seeing Wesley now."
Fred, uncomfortable
Fred stammers a bit, then notes that's not connected to mummies in any way.
Knox
Knox concedes it isn't, he just wanted to get it out there. He assures her he's fine with it. He knows he's made advances, he never meant to make her uncomfortable. He says he loves working with her, that's enough for him.
Fred thinks Knox is "sweet"
She smiles and tells him he's "sweet."

He smiles back, then asks if she wants him to get the "hazmats" on the sarcophagus.

Fred agrees and suggests they see about where it came from.

Knox leaves.
Fred reaches for the crystalFred, coughing
Fred stares at the sarcophagus. She seems entranced by the gems as she reaches out and touches the amethyst colored one. The circular symbol on the sarcophagus opens, a rush of air bursts through it, blowing in Fred's face. She backs up and coughs. The symbol closes.

Knox comes in and asks what happened.
Fred thinks she's okay
Fred says she doesn't know and tells him what occured.

He asks if she's okay.

She thinks she is, noting it was strange.


Spike makes himself comfortable
Spike comes into Angel's office, complaining Harmony called him away from a promising poker game so this better be good. He takes a seat in the chair opposite Angel's desk. Spike adds that everybody agrees cavemen would win so Angel shouldn't even start.

Angel says he can't do this anymore.

Spike wonders if he's admitting defeat.
Angel can't do it anymore
Angel tells him it's not working out.
Spike feigns hurt
Spike lays his hand over his heart and feigns hurt as he asks if Angel is suggesting, "we should annoy other people?"

Angel says Spike should go.

Spike reckons Angel just can't take the competition.
Angel reckons Spike has no ties to W&H now
Angel denies that, "The way I figure it, is that Lindsey brought you back as a spirit bound to this place so you'd be invested in it. He only made you corporeal again once you'd gotten used to it -- attached to it."

Spike says he isn't attached, he just doesn't have anywhere else to go.
Angel makes an offer
Angel makes an offer, "What if you did? Look, Wolfram and Hart has got offices in every major city in the world, and a lot more out of it. I'll give you the resources you need to go anywhere; cars, gadgets, expense account. You fight the good fight, but in style. And if possible, in Outer Mongolia."
"Sort of a 007 without the poncy tux .."
Spike ponders that, "A roving agent. Sort of a 007 without the poncy tux. Yeah. Go anywhere I want?"
Angel confirms that's the offer
Angel confirms that.

Spike adds, "Anywhere but here."


Fred, Lorne discuss the debate
Fred and Lorne are walking on the landing above the lobby, discussing the cavemen vs. astronauts question. Fred notes cavemen have fire, the astronauts should have some kind of weapon.
Wes arrives
Wes comes up the steps and approaches Fred, admitting he was just thinking up an excuse to come and see her. He asks where she's coming from.

Fred answers, she was in medical. She tells him what happened in the lab.
Fred assures Wes she's fine
Wes is concerned.

Fred assures him she's fine.
Wes invites Fred out
Wes invites her out the next evening.
Fred asks where they're going
She asks where he's taking her.

He'd like to keep it a secret.

Lorne steps between them on his way down the stairs, "Oh, sheesh. Get a balcony you two, huh?"

Fred asks if they're still on for lunch.
Lorne confirms the lunch date
Lorne says they are, "I'll just look where the sun shines." He starts singing as he heads down the steps, "You are my sunshine, my only sunshine .."
Lorne reacts to Fred's singing
Fred sings the next line as she smiles at Wes, "You make me happy ..."

Lorne abruptly turns back toward her, a look of stark terror on his face.
Wes gets bloody
Fred suddenly coughs up blood, splattering Wesley's face, then collapses down the steps.
Fred collapses
Lorne catches her, preventing her from falling down the staircase.

Wes screams for medical.


Fred, surrounded by her "boys"
Fred wakes up in a hospital bed in the W&H medical department, surrounded by her "boys", Angel, Spike, Wes, Lorne, Gunn and Knox. She smiles as she notes weakly, "Haven't had this many big, strapping men at my bedside since that night with the varsity Lacrosse team." When nobody says anything, she chuckles, telling them it was a joke.
Lorne tells Fred she had them concerned
Lorne says she had them all scared.

Angel tells her to get some rest, the lab is doing blood work.
Fred wonders if she's a mummy
Fred asks if she's a mummy.
Spike assures Fred she's no mummy
Spike answers, "I've fought plenty of mummies and none of them were as pretty as you. Almost none."

Fred observes they're being too comforting, she wants to know what's going on.
Gunn wants Fred to stop worrying
Gunn says she's sick and she's going to make it worse by worrying.
Knox reassures Fred
Knox assures her they're studying the sarcophagus, if she caught something from it, they'll isolate it soon.

Fred realizes they're saying they don't know what's happening.
Angel assures Fred they'll find a cure
Angel confirms that, "Yet." He tells her they'll work on it, it shouldn't be long.

Fred smiles, "Handsome man saves me."

Angel smiles and says that's how it works. He directs the others to get on it. Everyone leaves the room except Wes who remains behind.
Wes reassures Fred
Wes sits on the bed and takes Fred's hand. She knows he needs to go and do the book research. He tells her, "Just hit that line and I'll be here in a heartbeat."
Wes gives Fred a kiss
Fred mutters, "Assuming I still have one."

Wes kisses her forehead.
"You didn't know?"
Angel and Spike are out in the hall, looking in. Angel asks, "Wes and Fred?"

Spike answers, "You didn't know?"

Angel says he didn't.


Wes joins the othersthe gang walking together
Wes joins the others on the landing above the lobby. As they walk together, Angel asks how Fred is handling it.

Wes answers she's smart, she knows it's bad.

Gunn asks what they know.
the guys discuss the problem
Knox says it doesn't match any of the pathogens in the archives, it's mystical and it's not theirs.
Angel asks about the sarcophagus
Angel asks about the sarcophagus.

Wes answers they're cross checking the symbols but it's new territory for them.
Angel tries to answer the question
As they reach the lobby, Gunn asks Angel what exactly is happening to Fred, noting Angel spoke to the doctor.

Angel answers, "Some parasitic agent is working its way through .. I mean, as near as they can tell --"
Angel admits what he knows
Wes urges him to get to the point.

Angel sums it up, "Her organs are cooking. In a day's time, they'll liquefy."
"Not this girl. Not this day."
Spike doesn't want to hear it, "No. Not this girl. Not this day."

Angel asks Wes what was in the box, he needs a name, a history, something.
Knox notes they can't open it
Knox says they can't get it open.

Wes asks where it came from.

Knox doesn't know, it didn't have a return address, he didn't recognize the delivery guy who brought it in the middle of the night.

Angel realizes it was deliberate.
Gunn agrees to go to the white room
Lorne wonders if the Senior Partners are involved.

Gunn doesn't think it makes sense, but offers to go to the white room and meet with the Conduit.

Angel tells him if the Partners weren't behind it, Gunn needs to get them to help.

Gunn agrees, he'll do whatever he can.

Spike asks about Lindsey, noting he likes to play games.
Angel notes they have Lindsey's last address
Angel says he was planning to work the streets and they have his last known address. He reckons Lindsey is probably laughing at them. He adds, "If there's muscle work to do --"
Lorne volunteers to come along
Spike volunteers, "Let's make it twice as fast."

Lorne volunteers as well, "And baby makes three, in case anybody feels like singing."

Angel reminds everyone this is for Fred. They depart.


FredWes pores over the texts
Fred lies in the hospital bed, breathing with difficulty, an I.V. hooked to her arm.

Wes is in his office, poring over the archives. One of the lawyers stops at the doorway. He apologizes for interrupting, he was looking for the "Holbein Clan history", which was supposed to have been faxed to his office.
Lawyer guy stops by
Wes says it can wait.
the lawyer gets shot
The lawyer says it's important, "the whole company can't be working Ms. Burkle's case."
Wes gets a gun
Wes agrees, "Of course." He opens his desk drawer and pulls out a pistol then calmly shoots the lawyer in the lower leg with it.
Wes asks for anybody else who disagrees to be sent to him
As the lawyer collapses to the floor, screaming in pain, Wesley's secretary comes to the doorway. Wes addresses her, "Jennifer? Please send anyone else who isn't working Ms. Burkle's case to me." He goes back to his books.


Gunn, looking for the catGunn gets punched
In the white room, Gunn calls out for the cat. When he gets no response, he says he knows he's not in the room alone, he's not going anywhere. He's suddenly floored by a punch to the face. He looks up to see who hit him, a carbon copy of himself.

The Conduit tells Gunn he [Gunn] doesn't want to be there.
the Conduit Gunn
Gunn agrees, he never wants to be there. He asks what happened to the cat.
Gunn wonders what happened to the cat
The Conduit tells him the form it takes is determined by the viewer.

Gunn gets to his feet, asking why he's looking at himself, "We gonna play a mirror game? Get our mime on?" As they circle each other Gunn continues, "You are failing. I'm not the issue here."
Gunn faces off with himself
The Conduit is sure Gunn believes that.

Gunn says they can't let this happen to Fred.
the Conduit, unimpressed
The Conduit wants to be perfectly clear as he steps up and gives Gunn a shove that sends him flying across the room, landing hard. The Conduit stalks toward him, "I am not your friend. I am not your flunky. I am your conduit to the Senior Partners and they are tired of your insolence -- Oh yeah, they are not here for your convenience."
Gunn takes a fall
Gunn gets back to his feet, insisting he didn't come for a favor, they can make a deal.
Gunn offers his life for Fred's
The Conduit is unimpressed, "Deals are for the devil."

Gunn offers if the Conduit wants his life in exchange for Fred's, he can have it.

The Conduit chuckles, "I already do." He beats Gunn down.


Eve, hiding out
Angel, Spike and Lorne arrive at Lindsey's where they are surprised to find Eve, dressed in one of Lindsey's shirts, hiding in the bedroom, cowering in the bed.
Angel finds Eve at Lindsey's
Angel asks if she's hiding out from the Partners, "How many sick days do you get before they dock you?"
Eve asks what Angel wants
Eve asks what he wants.

Angel tells her Fred is dying from some kind of mystical parasite. He wonders if that sounds familiar to her.

Eve claims she has no idea what he's talking about.
Spike asks about Lindsey
Spike asks about Lindsey as he steps up beside Angel. He wonders if Lindsey has another plan in motion, sending coffins around.

A frightened Eve tells them to stay away from her.

Angel notes this can go quickly or "very, very slowly."
Spike asks about the sarcophagus
Spike tells her about the sarcophagus.
Eve denies involvement
Eve says she and Lindsey had nothing to do with that. She insists she's telling the truth. She asks if they've heard anything about Lindsey.

Angel says she isn't saying what they want to hear.

Eve asks why they'd do something to Fred, "Why would we even care about her?" She gets out of bed only to be decked by a punch to the face and knocked back onto it.
Lorne offers an apologyLorne makes a threat
Lorne offers an insincere apology for the punch as he gets in her face, "That was a knuckle buster!" He leans down close to Eve, deadly serious, "Here's the thing, Eve. You're going to sing for me and I'm going to read you right now. And here's one more thing .. Winifred Burkle once told me, after a sinful amount of Chinese food and in lieu of absolutely nothing, 'I think a lot of people would choose to be green, your shade if they had the choice.' If I hear one note, one quarter-note that tells me you had any involvement, these two won't even have time to kill you." He straightens up and adds, "Oh, and anything by Diane Warren will also result in your death. Well, except 'Rhythm of the Night.'"

Eve insists she wants to help, vowing she has nothing against Fred.
Angel wants Eve to sing
Angel tells her to sing it.

Eve nervously sings a few notes of the L.A. song Lindsey sang at Caritas in "Dead End".

Lorne says she's clear.

Angel reminds him he's been wrong before.
Lorne notes Eve's aura is clear
Lorne says he may be now, but she reads clear, "Her future's not too bright but --"

A nervous Eve wants to know what he means by that.

Lorne says nothing is written in stone, but if he were about to face her future, "I'd make like Carmen Miranda and die." They start to leave.

Eve calls them back, asking if they're going to reveal her whereabouts to the Partners.
Spike reckons they  have leverage
Spike reckons that's a good bargaining chip.

Eve says the Partners can't help them.
Angel wants to know what Eve knows
Angel wants to know what she knows.

She answers, "You're talking about a sarcophagus that doesn't match anything in our records? There's nothing that's not in our records, except what came before. The Old Ones."

Angel knows she's referring to the "original demons before humankind." He notes they'd all been driven out of this dimension.
Angel gets the info Eve fills Angel in
Eve fills him in, "The ones that were still alive. But long before that, they were killing each other all the time and -- and they don't die the way we do. Wesley may not know it, but his sourcebooks can conjure up anything, not just our own stock. Tell him to look for the texts that are forgotten, the oldest scrolls. You need to find the Deeper Well."


Wes fills the others inWes
In Wesley's office at W&H, he apprises the others of what he's discovered, "It's called Illyria. A great monarch and warrior of the demon age. Murdered by rivals and left adrift in the Deeper Well."

Angel asks what that is.

Wes answers, "A burial ground. A resting place of all the remaining Old Ones."
Gunn
Gunn notes Illyria isn't resting.
Wes thinks Fred is being hollowed out
Wes doesn't think this is simply a possession, noting Fred's skin is hardening, like a shell, "I think she's being hollowed out so this thing can use her to gestate, to claw its way back into the world." He adds that is his speculation but either way, Fred will die.

Angel asks if they have any chance of finding the Well.
Wes retrieves the location
Wes retrieves some papers from his desk and hands them to Angel, he's already found it. It's in England, in the Cotswolds, he has the location pinpointed exactly.
Knox says they have good jets
Angel orders the W&H corporate jet made ready, they can be in England in ten hours.

Knox offers they can be there in four, "We have really good jets."
Wes warns what may lie ahead
Wes warns Angel there will be a guardian, perhaps several.
Spike is ready to take on an army
Spike is ready to take on an army if necessary.

Gunn asks how they know making the trip will help anything.

Wes answers, "The Deeper Well is almost like a prison for the dead. If something gets out, it's written that it can be drawn back, from the source."
Angel figures this is their chance
Angel reckons that's their chance.

Wes says they'll keep working on it there, but he agrees with Angel, that's their best hope.
Lorne offers to pray
Lorne offers to pray, if nobody thinks that's too ridiculous.

Wes appreciates the thought. He reminds the others, "Time isn't on our side."
Angel, Spike head for the Cotswolds
Spike reckons nobody is.
Fred wakes
As Angel walks out, he looks at Spike, "Come on. Let's save the day." They leave together.

In the W&H medical unit, Fred's eyes snap open.


Wes finds Fred's bed empty
Wes arrives to pay Fred a visit but finds her bed empty.

A pale and weak Fred is in the lab, struggling. She knocks a beaker to the floor, smashing it.
Wes enters the lab
Wes comes in and tells her she shouldn't be there.
Fred prefers to keep working
Fred insists she's the one who should be working on the problem, something could have been missed. She slumps over the table as she tries to keep her feet.

Wes promises her they'll stop whatever is happening to her.

Fred insists she needs to work.
Fred, not ready to give up
Wes thinks she needs to be resting.
Wes promises they'll find an answer
Fred resists the suggestion, telling him she's not a "case", nor is she a "damsel in distress." She needs to work. She reminds him she survived Pylea for five years, a place humans were routinely slaughtered. She doesn't intend to be beaten by whatever is going on now though she admits she's afraid.
Wes catches FredFred in Wesley's arms
Wes approaches her, promising they'll find a solution, but she needs to rest. He catches her as her legs give out and helps her to stand as he embraces her.

She looks at the book he'd brought in with him, asking if it can call up any book he needs.
Fred asks about the book"Take me home"
He confirms that.

She tells him to bring it, "Take me home."


Wes brings Fred home
Wes carries Fred into her bedroom and lays her on her bed.

Angel and Spike are on the W&H corporate jet, both looking ill at ease. Spike admits he's never flown before.
Spike, Angel on the jet
Angel says he's flown in a helicopter as he cautiously peers out the jet's window, "They don't ... go this high." He pulls back from the window.

Spike suggests they should hit the West End and take in a show after they save Fred.
Angel notes he missed Les MizSpike reckons Angel wouldn't like Les  Miz
Angel considers that, "I've never seen Les Miz."

Spike doesn't think he'd want to, "Trust me, halfway through the first act you'll be drinking humans again."

After a moment, Angel says he can't lose Fred.
"I lost Cordy"Spike tells Angel he won't lose Fred
Spike tells him he won't.

Angel says quietly, "I lost Cordy."


Gunn on the phone
Gunn is on the phone in his office. He tells the other party he knows they have "healers" that work for them. He doesn't care if the Old Ones scare them, or kill them, he wants them at W&H or there will be trouble. After Gunn threatens bone crushing, the party on the other end of the line hangs up on him.
Knox has an idea
Knox comes in, suggesting they freeze Fred. If they can't stop it, perhaps they can freeze it, stop it from progressing, until they find the answer.
Gunn asks if it'll work
Gunn asks if Knox is certain that would work.

Knox suggests they test it.
Wes, reading next to Fred's bed
At Fred's, Wes sits next to the bed, reading.
Fred wakes
Fred wakes, "I finally get you up to my bedroom and all you want to do is read."

Wes closes the book, concerned he woke her. He asks if he was making too much noise.

Fred says he wasn't making enough, she needs the noise, "to keep me here." She asks if it's still today.
Wes tells Fred it's only been an  hour
Wes tells her she was only asleep for an hour.

Fred says that's an hour she doesn't have anymore.

Wes tells her Angel and Spike are on the trail of a cure for her and he wouldn't want to be anyone standing in their way. He thinks he was able to provide them with the information they need.
"Feigenbaum!"
Fred bolts upright, "Feigenbaum!"

Wes asks what she's talking about.
Fred insists she needs Feigenbaum
She insists she has to find him, "He's the Master of -- I have to have Feigenbaum here."
Wes asks who Feigenbaum is
Wes calmly asks who that is.

Fred looks at him, confused, then admits she can't remember.
Wes comforts Fred
Wes sits next to her and holds her as she sobs. Fred wipes the tears away and asks if it's terrible that at a time like this, "I'm worried about how crappy I look?"

Wes assures her she's beautiful.
Fred asks if Wes likes "splotchy girls"
She asks if he always liked "splotchy girls."
"It's my curse"
He admits, "It's my curse." He kisses her forehead and holds her.

She asks him to read to her.

Wes looks at the book next to the bed, "The Dread Host's Compendium of Immortal Leeches"?

She asks if the book can be any book.

He tells her to name one.
Fred listensWes reads
Wes reads to Fred, from "A Little Princess". ["She was such a little girl that one did not expect to see such a look on her small face. It would have been an old look for a child of twelve, and Sara Crewe was only seven. The fact was, however, that she was always dreaming and thinking odd things and could not herself remember any time when she had not been thinking things about grown-up people and the world they belonged to. She felt as if she had lived a long, long time." -- Frances Hodgson Burnett]


Angel, Spike in the woods
As Angel and Spike walk through the woods, Spike ponders, "When is a door not a door? When it's not sodding well there!"
Angel reckons he's found the entrance
Angel notes a large, gnarled tree. He reckons that's the entrance to the Well.

Spike offers, "Either that or Christmas Land."
Angel doesn't get it
Angel looks at him blankly.
"Do you ever have any fun?"
A frustrated Spike wonders, "Do you ever have any fun?"

A flash of lightning precedes the arrival of two demon guardians, both armed with swords. Angel answers Spike's question, "I'm about to."
"Strategy?"
Spike reckons it was thoughtful of the demons to provide weapons. As the demons charge, he looks at Angel, "Strategy?"
"Just hold my hand"
Angel answers, "Just hold my hand" as he extends his arm to his side.
Spike, Angel working together
Spike shrugs and takes Angel's hand in his then smiles, "St. Petersburg." He takes the free end of the thin wire coiled in Angel's palm.
decapitated demons
Angel was concerned Spike might have forgotten.

As the demons reach them, they pull the wire taut and decapitate them. Angel and Spike retrieve the demons' swords. Fight ensues as more demons appear. The more demons they kill, the more that show up.


Knox admits the freezing idea is a flop
In the W&H lab, Knox discovers the freezing theory doesn't work. The blood tissue freezes, but the parasite is unaffected. He apologizes for the failure.

Gunn wants to know what other ideas he has.
Knox muses about Fred
Knox says it's hard to think, he's so nervous. He admits he'd never tell Fred, but he cares about her more than anyone. She's not like anybody he's ever met.
Gunn understands
Gunn understands that.

Knox adds nothing would make him happier than to save her, "and have her look at me like -- " He says he doesn't just care about her, "I practically worship it."

That gets Gunn's attention as he notes Knox said "it".

Knox plays dumb, "What?"
Gunn realizes something is up"Oops"
Gunn presses, "Not her, you said 'I worship it.'"

Knox knows he's busted, "Oops."


Spike, Angel finish off their attackers
In the Cotswolds, Spike and Angel finish off the latest round of demonic guardians. Angel shouts, asking if that's it.

A lightning flash precedes the appearance of what appears to be a young man, dressed in a sort of medieval style. He walks toward them.
Angel greets Drogyn
Angel greets him, "Drogyn."

The soft spoken Englishman greets Angel by name in return.

Angel notes Drogyn is the Keeper of the Well.
Drogyn
Drogyn verifies that, he has been for decades.
Spike starts to ask a question
Spike starts to ask a question, "Well who the bloody --" .

Drogyn snaps at Spike, firmly warning him not to ask questions. He tells Spike if he ever dares to question him, he'll kill him. He assures him he's capable of it.

Angel confirms that, "He can. He would."
Angel confirms the reason he's there
Drogyn looks at Angel, "You're here about Illyria."

Angel confirms they are.

Drogyn invites them to follow.
Spike starts to ask a  question
Spike starts to ask, "But how --"
"Don't. Ask."
Drogyn turns back angrily, "What did I just say to you not one moment ago? Don't. Ask." He walks away.

Angel suggests Spike take him seriously, "He doesn't like questions."
"He can't lie"
Spike asks why not.

Angel answers, "He can't lie."

They follow after Drogyn.


Gunn beats on Knox
In the lab, Gunn is roughing up Knox. He accuses Knox of being behind what's happened to Fred.

Knox says he just played his part.
Gunn wonders if Knox was out for revenge
Gunn wants to know why, Knox couldn't stand the thought of Fred with Wes so he's killing her?
Knox tells Gunn what he's up against
Knox says he chose Fred because he loves her, she's "worthy", "You think I'd have my god hatched out of some schmuck?" He says this was set in motion millions of years ago, it can't be stopped.

Gunn reckons Angel and Spike are on track to doing so.

Knox concedes they're on the right trail but it won't matter, "Angel's not gonna save her."
Gunn reckons Knox doesn't know AngelKnox reckons Angel will let Fred die
Gunn reckons Knox doesn't know Angel.

Knox clarifies, "I don't mean that Angel's gonna fail to save her. I mean, he's gonna let her die."


Wes, Fred
At Fred's, Wes lies next to her, his arm wrapped around her, comforting her. She asks if he'd read some more to her.
Fred mutters
He agrees.
"Cavemen win ..."
She mutters the light hurts her eyes, she doesn't want him to turn it off, "But it hurts my eyes. Everything's so bright and hollow. Cavemen win. Of course, cavemen win."


Drogyn leads the way
As Drogyn leads Angel and Spike through a long tunnel carved underground, he notes he never thought Angel would end up there.

Angel says he could say the same.

Spike asks, "So, you two know each other then?"

Drogyn turns to him, angry.

Spike quickly points out it was a statement, he already knew they did.
Drogyn tells what he knows
Drogyn says he'll tell them what he knows, "The Old Ones were demons pure and they warred as we would breathe, endlessly. The greater ones were interred but death was not always their end. Illyria was feared, and beloved as few are. It was laid to rest in the very depths of the Well, until it disappeared a month ago."
Drogyn, getting fed up with Spike
Spike snipes, "Someone took it from under your nose a month ago and you didn't miss it till now? That makes you quite the crap jailer, doesn't it?"

An agitated Drogyn glares in response.

Spike quickly notes that was also a statement.
Angel notes Drogyn used to pay attention
Drogyn notes to Angel his "friend" talks a lot.

Angel says he's right sometimes, the Drogyn Angel knew couldn't be so easily stolen from.

Drogyn says the tomb wasn't stolen, it disappeared. He believes it was predestined as part of Illyria's plan to escape.
the Deep Well
He leads them to a bridge that spans an illuminated hole in the ground which seems to stretch for eternity, "And as for my not noticing, well, my charges are not few."
Angel, Spike peer into the Well
Angel and Spike stand at the bridge's wooden railing and look into the expanse below. The walls of the Well are lined with sarcophagi as far as the eye can see.

Angel asks how deep the Well is.

Drogyn answers, it goes all the way through the earth.
Angel notes the coffin was delivered to W&HDrogyn reckons it was planned
Angel notes the coffin disappeared, or was teleported, but it was delivered to W&H.

Drogyn says Illyria was a great power, "So great that after millions of years dead, somewhere on this earth, it still has acolytes."


Gunn confronts Knox
Gunn continues his confrontation with Knox in the lab as he slowly stalks toward him.
Knox shows Gunn the papers
Knox backs away, saying there's only a few of them left. He came to L.A. because he knew that's where Illyria's kingdom had been, "It was supposed to teleport back to the base of its power but the continents drifted, which they do. I had others help me get it here but then it got stuck in, would you believe, customs." He pulls a piece of paper out of his lab coat pocket, unfolds it and shows it to Gunn, "But you took care of that. You signed the order to bring it into the lab so you could get another brain boost." ("Smile Time")

A stunned Gunn backs away.
Gunn believes Angel will save Fred
Knox says he's just a small part of a "great machine."

Gunn insists Angel will save Fred.
Gunn knocks Knox out
Knox isn't so sure of that, "What he's fighting against is older than the concept of time. I couldn't stop it. There's nothing to do now but wait. Wait and try and figure out exactly what you want to tell your --"
Gunn prepares to bash Knox
Gunn picks up a metal canister from a nearby table and slams Knox in the face with it, knocking him out. He raises the cylinder, pauses a moment, then slams it downward toward the floor where Knox is lying unconscious.


Fred, suffering
At Fred's, she convulses in pain. Wes injects her with a syringe. She cries, "Oh God, I've sinned. I've sinned and I'm being punished. I don't know what's wrong. I never got a B minus before."
Wes tries to embrace Fred
A devastated Wes doesn't know what to do. He tries to embrace her but she cries out when he touches her. He pulls away.
Wes, at a loss
She says she's sorry, "Make it stop."

Wes puts his hand to his mouth, choking back the tears.


Drogyn asks about the demon
At the Well, Spike says it's been freed.

Drogyn asks, "The demon's essence?"
"How many fingers am I holding up?"
Spike confirms that, "Yeah, it's been freed. Why do you think we're here?" He's had enough of games, "What's your favorite color? What's your favorite song? Who's the goalkeeper for Manchester United and how many fingers am I holding up? You wanna kill me? Try. I don't have time for your quirks."

Drogyn says the power to draw back Illyria lies in the Well, "It requires a champion who has traveled from where it lies to where it belongs."
"You've got two of those, right here"
Angel tells him, "You've got two of those, right here."
Drogyn tells Angel the deal
Drogyn says he didn't know it was free, "If we bring the sarcophagus back to the Well, it will draw Illyria out of your friend and into every single person between here and there. It will become the mystical equivalent of airborne. It will claw into every soul in its path to keep from being trapped entire. Tens, maybe hundreds of thousands will die in agony. If you save her."
"No"
Angel mutters quietly, "No", as he walks to the railing and stares down into the Well.

Spike thinks it's "madness".
"This is a place of madness."
Drogyn doesn't disagree, "This is a place of madness." He offers to prepare the spell, it will be their decision. He leaves.

Angel follows after Drogyn, "Hell with the world."


Fred rambles
Fred is lying in her bed, rambling, "Why did we go there? Why did we think we could beat it? It's evil, Wesley. It's bigger than anything."
Wes
Wes doesn't believe that.

Fred cries out and sits up, "I'm with him! He won't leave me now. We're so close."

Wes assures her he'd never leave her.
Fred, after the pain has passed
Fred is racked with pain. After a moment, she admits that was bad, but it's better now. She wants to know Wes won't leave her.

He promises he will not.

Fred sobs, "My boys. I walk with heroes. Think about that."
Wes tells Fred she's a hero
Wes says she's one.
Fred, not ready to die
Fred is determined not to be taken as she shouts against it.

Wes encourages her to keep fighting.

She takes his hand, "He's with me."


Angel, reacting to Spike's musingSpike muses
At the Well, Spike is standing at the railing, staring into the abyss.

Angel returns, "Spike --"

Spike muses, "This goes all the way through, to the other side. So I figure, there's a bloke somewhere around New Zealand, standing on a bridge like this one, looking back down at us. All the way down. There's a hole in the world. Feels like we ought to have known."


Wes kisses Fred
At Fred's, she asks Wes to kiss her. He does. She asks if he would have loved her.

He answers, "I've loved you since I've known you. No, that's not ... I think maybe even before."

She cries, telling him she's sorry.
Fred wants Wes to talk to her parents
He doesn't want her to be.

She coughs then tells him she needs him to talk to her parents, "They have to know I wasn't scared. That it was quick. Th - That I wasn't scared. Oh, God."
Wes wants Fred to fight
As she struggles for breath, Wes urges her to hold on and keep fighting.
"Why can't I stay?"
Fred repeats over and over, "I'm not scared." She looks up at him, "Wesley, why can't I stay?" She goes limp in his arms as she stops breathing, her open eyes stare blankly.
"Please"
Wes embraces her and breaks down, pleading, "Please."
Fred's eyes harden
Fred's eyes harden with a crack as her body stiffens in a violent spasm that sends Wes flying across the room and Fred to the floor next to the bed, pounding on the hardwood, convulsing.

Wes looks up as the noise stops.
"This will do"
Fred stands, her eyes have turned bright blue, her forehead is a mottled shade of the same color. Neon blue strands streak her hair. She looks over her body and remarks, "This will do."



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