Things pick up where they left off at the end of the previous episode ("A Hole in the World"). As Illyria looks over her new body, Wes gets to his feet and asks hopefully, "Fred?"

She ignores him as she walks to the mirror and examines her new form.

A dejected Wes realizes, "Illyria."

She turns to him and stalks toward him, angry, "You would presume to speak my name? Just because I've returned in the body of a human, you think you can speak to me. It's disgusting."

Wes asks her who Winifred Burkle is.

She ignores his question, "I thought the humans would have long died out by now. Instead, you've grown bold." She stops in front of him.

He realizes she doesn't know who Fred is.

She confirms that, doesn't know and doesn't care. She doesn't want to listen to him talk anymore, "We're done." She turns away from him.

He agrees as he picks up an ax and swings it at her head, slamming her hard.

She doesn't react, seemingly oblivious to the blow that bounces off of her, "Oh .. now I remember." She looks at her hand, "Winifred Burkle is the shell I'm in."

Wes slumps to a sitting position on the bed, "She's the woman you killed."

She looks at him, repulsed, "This is grief. I'm watching human grief. It's like offal in my mouth."

Wes gets to his feet, heads for the window and pulls back the drapes. He tells Illyria if she remains, she'll taste it every day, "Look. Humans rule the earth. They will last for millennia." He moves over to her, "Like roaches crawling everywhere, crying and sweating, and puking their feelings all over you. Go back. Sleep until the humans are gone. They're stupid and weak. They'll kill each other off and you can return to the world you deserve." He holds his hand out toward Illyria's back and adds, "Leave this shell."

She whirls to face him and walks toward him as he takes a step back, "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 .."

She reaches out and shoves Wes, sending him flying across the room and slamming into the wall, leaving a sizable hole behind as he slides to the floor. She finishes her thought, "I have work to do." She leaves.

---

Angel and Spike are on the W&H corporate jet, returning from England. Angel is brooding. Spike is downing small, airline food service sized bottles of Jack Daniel's.

As Spike sets down another empty bottle, he laments he can't manage to get drunk. He wonders why anybody would make a bottle so small, "it's inhuman."

Angel, lost in thought, doesn't say anything.

Spike reminds him thousands would have died if they had saved Fred. He doesn't reckon Fred would have wanted that.

Angel says he tried to call Wes but didn't get an answer.

Spike figures Fred is "gone." He ponders that a moment, "It's like a bloody tease." He holds one of the small liquor bottles in front of his face, "It's like, here's what a bottle of Jack would look like, if you actually had one." He holds the bottle out a ways, mimes putting a spyglass up to his eye, "Or, here's a drink, but it's very far away."

Angel asks what it means.

Spike answers, "It's a play ... on perspective."

Angel clarifies, he was pondering the meaning of "gone", what does it mean that Fred is "gone"?

Spike answers, "Well, in the world of men, a person dies, they stay that way."

Angel notes, "Unless you're a vampire."

Spike muses, "Or the ghost of one that saved the world."

Angel adds, "Or Buffy. Death doesn't have to be the end, not in our world. Rules can be broken. All you have to do .. is push hard enough."

---

In Gunn's office, a bloodied Knox is in a chair, bound with duct tape. Harmony asks Gunn if he's going to torture Knox.

Gunn admits he's considering the option.

Harm eagerly offers to help.

Gunn appreciates the offer but tells her this is personal.

Harm says Fred was her friend. They went out for drinks, once, "And if Poindexter here had anything to do with hurting her, then I'm in for a big, fat pound of flesh."

Wes comes in, looking for Angel.

Gunn tells him he's on the way back to L.A. He asks about Fred.

Wes notes Knox, bound in the chair.

Harm giddily admits they were about to torture him.

Wes responds, "Good", as he starts to leave. He turns back, "Why?"

Gunn tells him Knox knows what's happening to Fred, he's known all along. He reckons he can get information out of him if he has him alone for a bit.

Wes asks if Gunn is saying Knox was involved.

Gunn confirms that's his suspicion.

Wes grabs Gunn and demands, "Why didn't you tell me?"

Knox asks, "Why didn't you?"

Gunn orders him to shut up.

Harmony is confused, she thought they wanted him to talk.

Gunn says he can handle it.

Wes tells them it doesn't matter anymore, Fred is gone.

Gunn looks devastated.

Knox chuckles, "It's not what you think. It's just .. um .. it's not what you think. It's .. it's .. it's beautiful." He looks at Wes, "Tell them. Tell them what happened."

Wes looks at Knox as he moves to the center of the office, "The infection, Illyria, consumed her. Took over her body."

Gunn asks hopefully, "Then it's still Fred, right? This thing is just controlling --"

Wes dashes his hopes, "She's gone."

Gunn doesn't want to believe that.

Harmony asks if it looks like Fred but isn't.

Knox informs them she's more than that, "Beyond flesh. Beyond perfection. I loved Fred. I really did. She had a warmth that took you in and held you until everything cold and distant melted away. She was the most beautiful, perfect woman I ever met. That's why I chose her. She's the only one that was worthy."

Wes pulls a gun and aims it at Knox.

Gunn tells him he knows how Wes feels, but they need Knox.

A misty eyed Wes doesn't reckon Gunn knows, "You didn't feel her die." He chokes back the tears, "She was shaking with pain and terrified .. and so brave. And she was better than anyone I've known. And better than ... she's gone."

Wes turns to the doorway as he hears Angel's voice saying, "I know, now let's get her back."

---

Angel, Lorne, Spike and Gunn are gathered in Angel's office. Gunn asks if their trip to England was a bust.

Angel says it wasn't totally, they know where the sarcophagus came from, there are thousands of them.

Gunn asks if Drogyn couldn't help.

Angel says he couldn't, they were too late.

Lorne feels he should have seen it when Knox sang for him.

Gunn assures him it's not his fault.

Lorne isn't convinced, "If I had concentrated harder, read him better, maybe Fred --"

Angel notes there's much they "might have done", including "not coming to Wolfram & Hart in the first place", they'll have time to beat themselves up over that later but now --

Lorne gets to his feet and offers his apologies, "Sorry Angel cakes, I um ... I got nothing. I'm sorry." He heads out of the office as Angel calls after him.

Spike suggests Angel let him go, "If he's doubting himself, he won't be any good to us."

Gunn reckons Lorne is right, they should have known about this.

Angel tells him Drogyn said it was predestined. Nothing could have stopped it.

Gunn admits that's not totally true. He says he beat Knox up a bit and discovered the sarcophagus was stuck in customs, where it should have stayed, but someone got it released.

Wes asks who that was.

Gunn pauses before answering, "I'm working on it."

Wes snipes, "Oh, you're working on it? Good for you, Charles, not a moment to lose."

Angel interrupts, telling Wes he understands he's upset but he needs everybody on their game, "for Fred's sake."

Wes mutters quietly, "There is no Fred anymore."

Gunn insists Wes can't know that for sure.

Wes is sure he can as he snaps at Gunn, "I watched it gut her from the inside out. Everything she was is gone. There is nothing left but a shell."

Angel offers, "Then we'll figure out a way to fill it back up."

Spike says Illyria only took over her body.

Angel notes, "It's the soul that matters."

Spike reckons he and Angel know whereof they speak on that point.

Gunn asks, "What about her -- if her organs have been liquefied .."

Spike raises his hand, "Flash fried in a pillar of fire saving the world. I got better."

Wes asks if Angel truly believes there's a chance to get Fred back.

Angel confirms he does, "Fred's soul is out there somewhere. We'll find it and we'll put it back where it belongs." He gets to his feet, "Then we'll make every son of a bitch who had a hand in this pay." He asks if everyone is on the same page.

Gunn wonders where they start.

Angel says they need the "big guns."

Wes suggests Willow.

Spike notes she's risen the dead before, last he heard she was in South America. ("Damage")

Angel says they'll track her down as soon as possible, in the meantime they need to contain Illyria. He looks at Wes, noting he was the only one who had direct contact with her, "Any idea where she's headed?"

---

In Gunn's office, Illyria punches her arm through the hallway window, grabs Knox and pulls him through.

Harmony rushes to the doorway where she comes face to face with the demon, "Oh my God, Fred?"

Illyria looks at her a moment, cocks her head to the side, then backhands Harmony with a punch to the face that sends her flying across the office.

Illyria walks out into the upper floor lobby and looks around. Knox follows, gushing. He knew she'd come for him, "My life is yours. I .. I worship you."

She continues looking around the lobby, "Yes, I know. Worship."

---

Knox and Illyria are in the lab, standing over the sarcophagus. Knox tells her he's been waiting a long time for this as he dabs at the blood on his face, "I've loved you from the moment I saw you. I was eleven. You were ancient, pressed between the pages of the forbidden text. I would stare at you for hours, locked in my room. My mom thought I was looking at porn."

Illyria finally shifts her gaze from the sarcophagus to Knox, "You are the Qwa'Ha Xahn."

Knox unbuttons his shirt, "I am your priest. I am your servant. I am your guide in this world."

Illyria moves to standing directly in front of him.

Knox raises his T-shirt revealing a lengthy incision in his chest, primitively sutured, a large bulge rests just beneath the skin. "I have taken your sacraments and placed them close to my heart according to the ancient ways."

Illyria runs her fingers roughly over the incision as Knox continues, "That's why you were called to me. We're bound together."

She looks up at him, unimpressed, "My last Qwa'Ha Xahn was taller." She turns away from him and scans the lab.

Knox deflates a bit as he lowers his shirt, "I ... I may be shrinking a bit in the glory of your presence."

Illyria says the world isn't the way she left it.

Knox offers an apology but there's nothing he can do about that.

Illyria informs him she can. She turns to him and tears off her clothes.

Knox appreciates the view a moment, "Oh .. okay."

---

In his office, Angel is on his cell phone, speaking to Giles, "Himalayas? I thought she was in South America."

Spike asks if they have a branch in Tibet, "How about a couple of Sherpas?"

Angel continues his conversation with Giles, managing to get the information that Willow is on an astral plane, "Well, is there any way to get her astral over to L.A.?"

As Angel continues arguing on the phone, Gunn joins Wes in staring out the window. Wes notes there's never a witch around when you need one.

Gunn is sure things will work out, "It has to."

Wes offers an apology, "I've been unreasonable because I've lost all reason. But I shouldn't be taking it out on you. I know you've done everything you can. I'm sorry."

A guilt stricken Gunn's voice breaks, "So am I."

An edgy Angel continues arguing with Giles, "Yeah, I'm still at Wolfram & Hart. What does that have to do with anything? Yeah. I understand." He throws the cell phone against the wall, breaking it into pieces, then tells the others they're on their own.

Spike looks at him, "Good, 'cause I was wondering."

Angel says nothing has changed, "We find Illyria and --"

Harm comes in, "And smack her a good one for me?" She points to the bruise on her face where Illyria tagged her, "So gonna leave a mark."

---

In the lab, a naked Illyria holds her hand out over the sarcophagus. Nothing happens. Knox asks if that's it.

She slams her hand down on the coffin. A form fitting, patchwork leather suit covers her, beginning at her hand where she's touching the coffin and moving up her arm and beyond, encasing her entire body from the neck down. Knox is impressed. Illyria removes her hand from the sarcophagus and tells Knox she's ready to begin.

Angel arrives with Spike and Wes, "Or we could just hang out."

Illyria looks at him, "A warrior. I was beginning to wonder if this world was void of your kind."

Spike assures her there are plenty of them to go around as Gunn arrives, backed by a well armed Ops team.

Illyria is underwhelmed, "Two half-breeds and a band of primitives. Is this all that challenges me now?"

Angel points out there are a lot of bullets too as the Ops team cock their weapons.

Wes assures her it's enough firepower to temporarily incapacitate her.

Angel steps closer to her, telling her they know what she is, they saw the rest of her kind sealed away, like she was, where she should have remained. He says she's taken something precious from them, if she "stands down", they won't destroy her taking it back. The choice is hers.

She declines the offer as she grabs him, lifts and tosses him through the lab window leading into Fred's office, sending him sailing through Fred's office and out the office window.

Gunn orders the others to attack her. She moves her arm in front of her, altering time for everyone else in the room.

As they all move in slow motion, she grabs Knox and moves between them, leaving the building.

As she and Knox walk past W&H, Angel is still falling toward the pavement, in slow motion. Once Illyria passes, time returns to normal and Angel crashes to the ground, showered with shards of the broken window glass. He slowly gets to his feet.

---

A bloodied Angel exits the elevator at W&H and enters the upper floor lobby.

Harm follows, offering an apology for not stopping Illyria in Gunn's office.

Angel asks, "Did she toss you out a window?"

Harm says no.

Angel adds, "Then you're one up on me."

Wes and Spike come down the stairs, reporting there's no sign of Illyria or Knox.

Gunn arrives, reporting the Ops teams are on alert.

Angel doesn't reckon she'll be back, she got what she came for. He asks if Gunn has any idea how Illyria got past them.

He doesn't know, one minute she was there, the next she wasn't.

Angel wonders if she's a "teleporter".

Wes doesn't think so, he didn't sense the atmospheric displacement that generally accompanies that.

Spike recalls seeing a bit of a blur just before she disappeared.

Gunn agrees with that, it was as if she was moving very fast.

Wes considers, "Or we were moving very slow."

Angel sums it up, she's very strong and she can alter time. It makes things more complicated but doesn't change what they need to do. He directs Wes to rifle through the lab, check Knox's files, anything that might help them in getting Fred back.

Harm offers to help with that, "Come on. I got a degree in tearing things up." They depart.

Gunn says he has some contacts he can try.

Angel tells him to do it.

Gunn heads for his office.

Angel and Spike continue to Angel's office. When they get inside, Spike asks if Angel has any suggestions on tracking Fred, or Illyria, or whatever it is.

Angel grabs a dagger from the wall behind his desk and answers, "We just do it. That's all."

Spike notes, "Back in the lab, she was standing right there in front of me. But there was no scent. Nothing. It's like she wasn't even there."

Angel reacts quietly, "I know."

Spike continues, "Look, I want Fred back as much as any of us, but seeing her there, like that ... maybe she really is --"

Angel cuts him off, "No. I lost Cordelia because some thing violated her. It crawled inside and used her up." He draws the dagger from its sheath, "No way in hell am I letting that happen again."

---

In the lab, Harmony sweeps some glassware off of a table onto the floor as she rants about not being suspicious of Knox. She goes through a file cabinet drawer then looks over at Wes who's running his hand slowly over the sarcophagus. She wonders if he shouldn't be wearing a hazmat suit.

Wes reckons it's done the damage it was going to do.

Harmony wonders if he'd mind her putting one on.

Wes continues running his hand over the surface of the sarcophagus as he moves to the head of it. Harm looks on sympathetically as Wes is lost in his own thoughts, "She was curious. That's why Fred didn't put it into containment immediately. How things work. What makes them special. She was always searching for what other people couldn't see. She was just curious. I think I hate her a little for that."

Wes directs Harmony to bring him the crow bar.

She brings it over to him and tries to offer some words of comfort, "The girl of your dreams loved you. That's more than most people ever get."

He takes the crow bar, "I know but it isn't enough." He begins beating on the stone sarcophagus with the crow bar as Harmony tells him to stop. He stops.

Harm can appreciate the urge to hit something, but notes this isn't helping.

Wes looks at one of the gems on the sarcophagus, reaches out and plucks it out of the stone lid. He reckons perhaps this is something that will help. He examines the gem more closely and deciphers something he finds on it, "Time. The markings refer to a series of concussively timed intervals. This gem is the focal point of the sarcophagus." He figures it could be useful if the power isn't drained and shoves it into his pocket.

Harm notes she only found a cell phone and a cheese sandwich.

Wes asks if it belonged to Knox.

She thinks he's referring to the sandwich, noting the bag had his name on it.

Wes clarifies, he was asking about the cell phone.

Harm looks at the open cell phone in her hand and answers, "I think so. Got a Rick Springfield screensaver, which opens up a whole new set of questions."

Wes holds his hand out for the phone. Harm gives it to him. Wes notes both the outgoing and incoming call lists have been deleted.

Harm asks about the "missed calls", observing Knox couldn't have deleted them if he didn't have the phone with him.

Wes checks, noting three calls in the past few hours, all from the same person.

---

Doctor Sparrow ("Conviction", "Smile Time") talks to himself as he cleans some bloody medical instruments in his office, "Always messy when you have to open 'em up. That's why I prefer the less invasive procedures. Never got used to the sight of blood. Ugh. Still makes me nauseous."

Gunn steps into the room, "Then this is gonna be an uncomfortable conversation."

Sparrow keeps his back to Gunn, "I'm disappointed in you, Mr. Gunn. All the knowledge and deductive reasoning we've implanted in your brain, and it's taken you this long to sniff your way back to me?"

Gunn removes his suit coat and tosses it aside as he approaches Sparrow, "I've been a little preoccupied."

Sparrow smiles, "Ah yes, Ms. Burkle .." He finally turns to face Gunn, "How is she?"

Gunn rushes him and slams him into the treatment chair, suggesting it would be wise for Sparrow to tell him what he wants to know.

Sparrow remains calm, smiles and agrees.

Gunn threatens, he wants to know everything Sparrow knows or he'll tear him to pieces.

Sparrow does the exposition, "The sarcophagus contained the essence of an Old One. A race of ancient demons dead and buried for millions of years in a place called the Deeper Well."

Gunn informs him he knows all of this already.

Sparrow gets to his feet, "Why do you think I'm telling you?"

Gunn punches him in the gut then grabs him by the lab coat. He demands to know how to bring Fred back.

Sparrow says he can't.

Gunn refuses to believe that, "You know a way. You have to."

Sparrow reminds him their deal was Gunn would get the sarcophagus released from customs in exchange for his brain upgrade being made permanent. That's the extent of his involvement.

Gunn's tone is pleading, "Then take it back! Everything you put in my head, the law, all the knowledge. Take it back. Everything." His tone becomes more desperate, "Take more. Leave me a vegetable, I don't care, just bring her back. Please ... bring her back."

Sparrow's tone is clinical, "Nothing left to bring back. Ms. Burkle's soul was consumed by the fires of resurrection. Everything she was is gone, forever."

A distraught Gunn releases his grip on Sparrow's lab coat.

The doctor reminds him he made a deal. He suggests he learn to live with it. He turns toward the door where he's confronted by Wes who knocks him out with the shotgun he's carrying.

Wes aims the barrel toward Gunn and coldly asks, "Is there something you'd like to tell me, Charles?"

When Gunn doesn't answer, Wes tells him he discovered Knox was in contact with a doctor but he reckons Gunn already knew that.

Gunn nervously says one of his contacts --

Wes doesn't want to hear the lies. He moves toward Gunn as he keeps the shotgun leveled at his chest, "What he said, about Fred, about her soul, is it true? What did you do, Charles?"

Gunn looks away in shame, "It was just a piece of paper. I was losing it, everything they put in my head, everything that made me different, special. And he could fix it, make it permanent, so I signed a piece of paper. It was a customs release form. I didn't think anyone would get hurt."

Wes notes icily, "Nothing from Wolfram & Hart is ever free. You knew that."

Gunn's voice breaks as he insists he couldn't go back to just being the muscle, "I .. I didn't think it would be one of us. I didn't think it would be Fred."

Wes walks closer to him, shifting the barrel of the shotgun to the side, "I understand not wanting to go back. Not wanting to be who we were. I understand it. And I can forgive it."

He turns his back to Gunn and walks over to a small table containing various surgical instruments. He lays the shotgun on the table, "But you knew what was happening to her. You knew who was responsible and you didn't say anything. You let her die."

He retrieves a blade from the array of surgical instruments on the table, turns to Gunn and rams it into his gut. Still holding the end of the blade protruding from Gunn's body, he looks into Gunn's eyes, "I'm less forgiving about that."

---

In Angel's office, he has Wes by the front of his sweater and slams him against the wall, "What the hell did you do?"

Wes says he did what he had to do.

Angel doesn't recall seeing "stab Gunn" on the day's agenda that morning.

Wes says he avoided hitting anything major, Gunn will probably survive.

Angel slams him against the wall again, asking if that makes it all right.

Wes says nothing will ever be all right.

Angel tells him they'll get Fred back.

An emotional Wes tries to explain, "No, we won't. Fred's soul was ... Her soul was destroyed resurrecting Illyria."

A stunned Angel releases his grip on Wes and asks, "Are you sure?"

Wesley's silence is his answer.

Angel asks about Gunn.

Wes tells him Gunn let the sarcophagus into W&H. What he knew and when doesn't change what's happened, "He let her die."

Angel admits, "So did I."

Wes looks to him for an explanation which Angel offers, "At the Well, in England. There was a way to save Fred but only if thousands of others died in her place. I .. As much as I love Fred, I couldn't let that happen."

Wes stares at him.

Angel tells him he needs Wes to bury his grief and anger, he needs him to focus on what has to be done, "We need to stop her before --"

Spike comes to the doorway, wiping his hands on a small towel, "She unleashes hell on earth?"

Angel asks what Spike got out of Sparrow.

He answers, "Screams, various fluids, and a name, Vahla Ha'Nesh."

Angel repeats the name, looks to Wes then back to Spike, "What does that mean?"

---

In Wesley's office, he places an open book onto the desk, noting the illustration. "Vahla Ha'Nesh" is Illyria's temple, the place she was supposed to have been resurrected. The illustration shows Illyria in its native form.

Spike asks about the small bits in the picture.

Wes looks at the text and answers, "Her army of doom."

Spike isn't surprised.

Angel realizes her minions were entombed with her to await her return.

Spike asks, "To Los Angeles?"

Wes answers this is where the temple was located millions of years ago "and it's still here."

Angel notes, "Well, you'd think I would have remembered something like this parked next to the Ralph's."

Wes explains, "It's out of phase with our time stream. Only Illyria can open the gateway."

Angel asks for ideas on how to stop her.

---

Illyria steps past the body of a security guard in the lobby of a vacant building. She disdainfully notes the frailty of humans and wonders how they came to control the world.

Knox answers, "Opposable thumbs. Um .. fire. Television. What they lack in strength, they make up for in extraordinary sneakiness."

Illyria reckons he's saying they're "deceivers."

He agrees with that, "Yes, all of them. They deserve to be punished."

Illyria wonders if he doesn't consider himself one of them.

He doesn't anymore, "I'm with the king."

Illyria pauses in the center of the lobby. Knox urges her to open the gateway, "Raise your army. Wash humanity from the face of the earth and reclaim what was lost to you so many millennia ago when the world was ruled by --"

She tells him to be quiet.

He apologizes as he takes a few steps back from her.

She reaches her hand out. There's a blast of wind, then nothing.

Illyria looks around, puzzled, "The gateway's blocked."

Knox figured that W&H would have put a lock on it. They like things done on their own schedule.

Illyria looks at him, "The Wolf, Ram and Hart? In my time, they were weak, barely above the vampire."

Knox reckons they've "beefed up" some since then. He tells her not to worry as he indicates a bag he's brought along. It contains his "skeleton keys".

---

Gunn is lying in a bed in the W&H medical unit. Harm comes in, carrying a file folder. She tells him there's some stuff he needs to sign.

Gunn doesn't think he should be signing anything right now.

Harm tells him that's what the papers are about as she hands him the folder.

He sits up and takes it, then takes the pen she's offering, "Nobody else could stomach bringing these down?"

Harm asks if what's being said about him is true.

Gunn reckons it is.

She pointedly asks, "How could you do that? To your friends? To Fred?"

Gunn answers, "Because I was weak. Because I wanted to be somebody that I wasn't. Because I don't know where I fit. Because I never did. Because a thousand other reasons that don't mean a damn because she's gone."

He reflects on that a moment, "She's gone ... and she's not coming back because of me. I did this. And I'm sorry." He starts to sob, "I'm sorry."

Harm reaches out and lays her hand on his shoulder as he buries his face in his hands and cries harder.

---

In the lobby, the vanishing piles of bones that represent Knox's "skeleton keys" and a series of thunderous pounding noises herald the unlocking of the gateway. Knox is excited, "Showtime."

Spike asks if there are any seats left.

Knox and Illyria turn to see Angel, Spike and Wes have arrived. Spike and Angel are armed with swords, Wes has his handgun at the ready. Angel notes if there aren't any seats left, they'll just stand in the back.

Knox tells them they can't win.

Wes lets him know they're willing to die in the effort.

Illyria asks why.

Angel answers, "Let's start with you walking around looking like the woman you murdered."

She wonders if he thinks his actions will bring Fred back.

Angel knows they won't.

She wonders why he's looking for a confrontation he can't win.

He fills her in, "What you're planning to do, raise your army, reclaim your world? Innocent people would die. Like Fred. I can't let that happen."

She asks, "You are the protector of these creatures?"

He confirms that.

She asks, "You'd fight for their lives?"

He confirms that as well.

She looks at Knox, "Even this one?"

Knox is a bit nervous, "Is that an issue? Is my life in peril, Boss? King?"

Angel tells Knox he's as low as it gets, "But you're a part of humanity." He looks back to Illyria, "That isn't always pretty but it's a hell of a lot better than what came before and if it comes down to a choice between you and him, then yes, I would fight for his life just like any other human's. Because that's what people do. That's what makes us --"

A shot rings out. Knox stares down at his chest as a crimson bloom appears and spreads across his shirt. He falls to the floor, dead.

Angel casually turns to Wes who is holding the gun, "Were you even listening?"

Illyria looks down at dead Knox, "You've destroyed my Qwa'Ha Xahn."

Spike reckons he had it coming.

She's offended they'd think Knox mattered.

Angel concedes she's right, Knox isn't the problem, she is.

Fight ensues as Angel hacks at her with the sword. She dodges the blows, picks him up and tosses him across the room. Spike charges in and attacks with his sword. He doesn't fare any better than Angel as she punches him, sending him flying across the room and slamming against the wall.

Wes fires several shots at her. She kicks Knox's body up from the floor toward Wes, sending it crashing into him and knocking him down. Angel attacks again. She dodges the sword's blows then kicks him across the room.

Spike attacks again but never connects with the sword.

Angel gets back to his feet and joins Spike in the fight. As they stand on either side of Illyria and lower their blades toward her, she grabs them in midair, one in each hand. She lifts them both off the ground by the blades and spins them off, sending them flying across the room. She tosses the swords aside, "Unimpressive."

Wes gets back to his feet and takes aim with a handgun in each hand. Illyria alters time, miring everyone in slow motion. She turns to find Angel standing in front of her, "What's the rush?" He punches her, knocking her to the floor. Time returns to normal.

She asks how that was done.

Angel pulls the gem out of his pocket, "From your sarcophagus. It's connected to you. I'm connected to it."

She notes that was "sneaky" then kicks his legs out from under him, sending him crashing to the floor.

Spike rushes her, she knocks him aside.

As Wes fires at her, she opens the gateway and walks through it. Wes rushes in after her.

Angel and Spike try to follow, but the gateway has closed and disappeared.

---

Wes lands hard on the floor of the stone temple. Illyria assures him he's too late, her army will rise and take the world back for her.

She strides into the temple's main chamber and becomes despondent when she finds only dust and ruins. She falls to her knees, scoops up a handful of dust from the floor, ponders it a moment, then lets it fall through her fingers, "My world is gone."

Wes approaches with his gun at her head. He cocks it, "Now you know how I feel." They look at each other for a moment until Wes is distracted by the hum of the gateway opening. When he looks back toward where Illyria was, he finds she's disappeared.

Wes lowers his weapon and walks toward the gateway.

---

Wes, Spike and Angel are in Angel's office. Spike notes sarcastically, "No army of doom scorching the earth. Huzzah for our side."

Angel says they need to permanently close the gateway to the temple, he doesn't want any more surprises.

Spike asks about Illyria.

Angel reckons she still has enough power to be a threat. He suggests regrouping and dealing with it. He looks to Wes for agreement.

Wes says it's all they can do. He says he'll be in the lab as he heads for the door.

Spike asks Angel if his offer to send him abroad as a "roving agent" is still good.

Angel confirms it is.

Spike suggests perhaps they should send Gunn, "before Wes has another poke."

Angel is a bit surprised, "You're not leaving?"

Spike verifies that, "It's what she would have wanted." He pauses a moment, then adds, "It's what I want. I don't really like you, suppose I never will, but this is important, what's happening here. Fred gave her life for it. Least I can do is give what's left of mine." He pauses briefly before continuing, "The fight's comin', Angel. We both feel it. And it's gonna be a hell of a lot bigger than Illyria. Things are gonna get ugly." He smiles slightly, "That's where I live."

---

Wes is in Fred's office, packing up her things as Illyria watches from the doorway, "You grieve still, for a single life."

He keeps his back to her and asks why she's there.

She says she's "uncertain." She steps into the office and looks around, "This place .. was part of the shell."

Wes tells her not to refer to Fred that way, she had a name. He finally turns to look at her.

Illyria notes, "This is important to you. Things have names. The shell ... Winifred Burkle ... She can't return to you."

Wes turns away from her, back to packing, "I know."

Illyria continues, "Yet there are fragments. When her brain collapsed, electrical spasms channeled into my function system, memories."

Wes turns back to face her.

She holds up her hand, her thumb and index finger spread a slight distance apart. A buzz accompanies an electrical arc which appears, bridging them, as Illyria relives Fred's last moments, "Please. Wesley, why can't I stay?" ("A Hole in the World")

Wes pleads, "No", as he walks away from her. He tells her to go.

She says she has no place to go, her kingdom is gone, "There's so much I don't understand. I've become overwhelmed. I'm unsure of my place."

Wes abruptly turns to face her, "Your place is with the rest of your people, dead and turned to ash."

Illyria considers that, "Perhaps, but I exist here. I must learn to walk in this world. I'll need your help .. Wesley."

Wes tells her she has to learn to change if he's to agree to help her.

She cocks her head to the side, not understanding.

Wes spells it out, "You mustn't kill."

She recalls he killed Knox, in defiance of Angel's wishes.

Wes defends that, "He murdered the woman I love."

Illyria thinks he's saying that made it "just".

Wes denies that, "No, it wasn't just. I'm probably the last man in the world to teach you what's right."

Illyria is undeterred, "But you will. If I abide, you will help me."

Wes agrees.

Illyria asks, "Because I look like her?"

Wes answers a barely audible, "Yes."

Illyria walks over to the office window that overlooks the lab below and the sarcophagus still there, "We cling to what is gone. Is there anything in this life but grief?"

Wes joins her at the window, "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."

She asks if that's enough to live on.

He says nothing, just looks at her.

A wistful montage of the gang, each dealing with the loss in their own way, ending with a flashback of Fred leaving Texas for L.A. as Kim Richey's "A Place Called Home" plays over the scenes.

[Shot of Gunn, lying in the hospital bed, staring at the ceiling] "Well, it's not hard to see, anyone who looks at me [shot of a dejected Harmony, sitting at her desk, her head in her hand] knows I am just a rolling stone, [shot of Lorne in his office, nursing a drink] never landed any place to call my own, to call my own. Well, it seems like so long ago [shot of Spike, sitting on the W&H lobby steps as employees walk past] but it really ain't, ya know? I started out a crazy kid, miracle I made it through the things I did, [shot of Angel, sitting at his desk] the things I did. Someday I'll go where there ain't no rain or snow [shot of Wes packing Fred's things in her office, including her stuffed white bunny, Feigenbaum] 'Til then, I travel alone. And I make my bed, with the stars above my head and dream of a place called home [shot of Illyria in the lab as she reaches out and lays her hand on the sarcophagus] And someday I'll go where there ain't no rain or snow. 'Til then [flashback to Fred packing her car, rushing back to give her mom a hug good-bye and then driving away, headed for L.A., smiling] 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."

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