This summary is the intellectual property of Loey

A very old, very mysterious-looking sarcophagus is delivered to the W&H science lab. Fred can't resist touching it before she puts on any protective gear, and sure enough, it spews evil mummy dust in her face. Before long, she's in a hospital bed, being eaten away by some demonic parasite.

Her guys go into action immediately. Angel, Spike, and Lorne find Eve, who has been hiding in Lindsey's apartment, hoping the symbols on the walls will protect her from the Senior Partners. She sings for Lorne to prove that she doesn't know anything about the attack on Fred, and he believes her. He also notes that her future isn't looking too bright.

Eve does offer them some advice on researching this menace. If they can't find anything about the sarcophagus in their records, it must be from the time before time, when the Old Ones ruled the earth. She tells them to look for information on the Deeper Well.

Wesley discovers the location of the Well, in the Cotswolds in England. It's a burial ground for the Old Ones who were killed before their kind were driven from this plane of existence. The one who has invaded Fred is called Illyria, and it has escaped its prison in a predestined bid to manifest itself in a new body. If it isn't stopped, it will liquefy Fred's internal organs and use her as a shell.

Spike and Angel hop a private jet to the mother country, while the others continue their own work. Gunn goes to the White Room, where the conduit appears as his mirror image and beats the crap out of him, angrily reminding him that the Senior Partners are not there for his convenience. When he tells the conduit that it can have his life in exchange for Fred's, it snarls, "I already do."

Gunn ends up working the lab with Knox, who is getting nowhere in his search for scientific answers. They both talk about how special and wonderful Fred is, and Knox lets slip that he practically worships "it." Gunn notices and calls him on it, and Knox has to fess up. He is, in fact, an acolyte of Illyria, and he loves Fred so much, he wants her to have the honor of being the demon's new host. He was the one who had the sarcophagus brought into the building, so Fred could be infected.

Actually, that's not entirely true. The sarcophagus got held up in customs. Gunn was the one who signed the order to get it released, back when he traded that signature for a new brain boost.

Gunn is horrified. But not so much that he can't smash Knox's face (yay!).

Meanwhile, Spike and Angel have discovered the location of the Deeper Well. After killing a handful of demonic guards, they meet Drogyn (an old acquaintance of Angel's, as it turns out), who is the keeper of the Well. He leads them into the entrance and shows them his charges - thousands of coffins (maybe more), lining a hole that literally goes right through the earth. Illyria escaped as part of a mystical plan that had been in place for millenia. There was really no way to stop it.

There is a way to reverse it, though. A simple action will restore Illyria to its resting place - the only catch is that it will try to hold on for as long as possible, infecting everyone it encounters between L.A. and the Well. That's a lot of people, and they'll all end up dead. It's Angel's choice.

And time is running out. Fred is in bad shape, so much so that she insists on being taken back to her apartment. Wes holds her and reads to her, trying to keep her spirits up. She's fighting hard, but it becomes obvious that she can't win this battle. She's scared and in pain, and Wesley can't do anything to help her.

She stiffens and appears to be dead, but as Wes cradles her in his arms, crying, she starts to convulse. She goes flying across the room, sending Wesley in the other direction. He sees her stand up on the other side of the bed. She's sort of blue-ish all over, looking like Fred, but clearly not Fred.

Illyria looks at its new body. "This will do," it says.

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