PROLOGUE:
Wesley stands, his face full of hope.
WESLEY 
Fred?
Illyria walks past Wesley toward the mirror, ignoring him. Wes's countenance 
slumps.
WESLEY 
Illyria? 
ILLYRIA 
(turns away from the mirror to face Wes) 
My name...
(approaches him angrily) 
You would presume to speak my name...
(Wes backs away slowly as she approaches) 
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.
(looks him up and down) 
Instead, you've grown bold. 
WESLEY 
(quivering with rage) 
So you don't know who Fred is. 
ILLYRIA 
Nor care. Bleat at me no longer. We're done.
(rolls her eyes and turns to walk away)
WESLEY 
Yes...
(bends to pick up a battle-axe) 
we are. 
(swings it at Illyria's neck)
Fade to black.
Opening credits.

ACT I:
7 INT. FRED'S APARTMENT - NIGHT 
Resume. Wesley has just swung the battle-axe at Illyria's neck. The blade 
shatters with a loud, metallic clank when it contacts Illyria's skin; she 
doesn't even flinch.
 
ILLYRIA 
Oh... now I remember.
(looks at her body) 
Winifred Burkle is the shell I'm in. 
WESLEY 
(tearfully, sits on the edge of Fred's bed) 
She's the woman you killed. 
ILLYRIA 
(turns to face Wes) 
This is grief. I'm watching human grief. It's like offal in my mouth. 

WESLEY 
(looks up at her, his eyes widening with hope once again, stands) 
If you stay here, you'll taste it every day, every second.
(walks to the window) 
Look. Humans rule the Earth.
(Illyria moves quickly to the window, concerned) 
They will last for millennia... like roaches crawling everywhere. 
 
(moves to stand behind her, whispering in her ear) 
Crying and sweating and puking their feelings all over you.
(Illyria hangs her head) 
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. 
(holds his hand to her shoulder, nearly touching it) 
Leave this shell. 
ILLYRIA 
(turns on him with a start) 
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...
(puts her hand on Wes's chest and effortlessly thrusts him across 
the room into a wall) 
then I have work to do.
(leaves the apartment)
Cut to:
8 INT. WOLFRAM & HART'S PRIVATE JET - NIGHT 
Spike is drinking directly from a tiny (2 ounce) bottle of Jack Daniels. 
After emptying it, he sets it on a table with about ten other tiny, empty 
bottles and picks up another full one.
 
SPIKE 
(sits back, scoffs) 
Can't even get drunk.
(cocks his head to the side, addressing Angel) 
Why would anyone ever make a bottle this small?
(holds up his tiny bottle of Jack, stares at it) 
It's inhuman.
(puts down the bottle, turns to Angel in earnest) 
Thousands would have died if we'd saved her. 
ANGEL 
Yeah. 
SPIKE 
(looks down) 
She wouldn't have wanted that. 
ANGEL 
(exhales deeply) 
Yeah. I tried calling Wes. There was no answer. 
SPIKE 
I guess she's gone, then.
(ranting again) 
It's like a bloody tease.
(holds up the bottle) 
It's like, "Here's what a bottle of Jack would look like if you 
actually had one," or, "here's a drink, but it's very far 
away."
(holds the bottle at arm's length, holds his other hand to his brow 
like he's looking into a telescope)
ANGEL 
What does that mean? Really? 
SPIKE 
It's a play on perspective.
(holds up the bottle, wiggling it for Angel to see)
ANGEL 
Gone. What does it mean that she's gone? 
SPIKE 
Well, in the world of men, a person dies, they stay that way. 
ANGEL 
Unless you're a vampire. 
SPIKE 
Or the ghost of one that saved the world. 
ANGEL 
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.

Cut to:
9 INT. GUNN'S OFFICE - NIGHT 
A bloody, beaten Knox sits slumped in an office chair. His hands are bound 
at the wrists with duct tape.
 
HARMONY 
Gonna torture him? 
GUNN 
Thinking about it. 
HARMONY 
Can I help?
(rubs her hands together excitedly) 
I'm really good at it. 
GUNN 
Thanks, but this is kind of personal. 
HARMONY 
Why do you think I want to help? Because I've got some kind of blood 
lust—well, OK, that, too, but Fred's my friend. We went out for 
drinks all the... once. And if Poindexter here had anything to do 
with hurting her, then I'm in for a big fat pound of flesh. 
WESLEY 
(walks into the office) 
Angel? 
GUNN 
He's on his way back. How's Fred? 
WESLEY 
You tied Knox up. 
HARMONY 
(gleeful) 
We're gonna torture him. 
WESLEY 
Good. Why? 
GUNN 
He knows what's happening. Been hiding it the whole time. I just need 
a few minutes alone. 
WESLEY 
(walks into the office) 
He's involved in this? 
GUNN 
Pretty sure. 
WESLEY 
(grabs Gunn's shoulder angrily) 
Why didn't you tell me? 
KNOX 
(mumbling) 
Yeah, buddy. Why didn't you? 
GUNN 
Shut up. 
HARMONY 
I thought we wanted him to talk. 
GUNN 
I can handle this. Whatever he knows— 
WESLEY 
Doesn't matter anymore. Fred's gone. 
KNOX 
(giggling)
I'm sorry. It's just... um, it's not what you think. It—it's—it's 
beautiful.
(writhing in his chair, trying to sit up) 
Tell them. Tell them what happened. 
WESLEY 
(circling in front of Knox, staring at him) 
The infection, Illyria, consumed her. Took over her body. 
GUNN 
Then it's still Fred, right? This thing is just controlling— 

WESLEY 
She's gone. 
GUNN 
You don't know that. 
HARMONY 
Wait. I'm confused. It looks like Fred, but it's not? 
KNOX 
She's so much more than that now. Beyond flesh. Beyond perfection. 
I loved Fred. I really did.
(Wes stares blankly as Knox talks) 
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.

Without changing his blank expression, Wesley pulls his handgun out 
of his shoulder holster, points it at Knox, and cocks it.
GUNN 
Wes, don't. We need him. I know how you feel— 
WESLEY 
Do you know?
(chokes up) 
You didn't feel her die.
(crying) 
She was shaking with pain and terrified and so brave. And she was 
better than anyone I've known, and better than...
(with teary eyes, he glances at Knox, shaking his head) 
and she's gone. 
ANGEL 
I know.
(Wes puts the gun down when he sees Angel and Spike in the doorway) 
Now let's get her back.

Cut to:
10 INT. ANGEL'S OFFICE - NIGHT 
The gang is assembled in Angel's office.
 
GUNN 
So that's it? England was a bust? 
ANGEL 
Not entirely. We found out where the sarcophagus came from. There 
were thousands of them. 
SPIKE 
Minus one. 
GUNN 
What about this Drogyn character? He wouldn't help? 
ANGEL 
Couldn't. We were too late. 
LORNE 
I should've seen it. Knox. He sang for me and I should've seen this. 

GUNN 
It's not your fault. 
LORNE 
If I had concentrated harder, read him better, maybe Fred— 
ANGEL 
Look, there's a lot we might have done, all right? Starting with never 
coming to Wolfram & Hart in the first place. We can beat ourselves 
up over it later, but right now— 
LORNE 
I'm sorry, Angelcakes. I, um... I got nothing.
(stands) 
I'm sorry.
(walks out)
ANGEL 
(sighs) 
Lorne...
SPIKE 
No, let him go. If he's doubting himself, he won't be any good to 
us. 
GUNN 
(stands, paces) 
Lorne's right. We should have seen this coming. 
ANGEL 
Ah, it wouldn't have made a difference. Drogyn said the sarcophagus 
was preordained to be released. Nothing could have stopped it from 
arriving. 
GUNN 
(stops pacing) 
That's not completely true. I played a round of piñata with 
lab boy while you were gone. The sarcophagus was stuck in customs 
and it should have stayed there, but someone got it out. 
WESLEY 
Who? 
GUNN 
(stops, thinks) 
I'm working on it. 
WESLEY 
Oh, you're working on it? Good for you, Charles. Not a moment to lose. 

ANGEL 
Wes... I know you're hurting, but keep your footing. I need you sharp, 
all of you, for Fred's sake. 
WESLEY 
(hangs his head) 
There is no Fred anymore. 
GUNN 
You don't know that. 
WESLEY 
I watched it gut her from the inside out. Everything she was is gone. 
There is nothing left but a shell. 
ANGEL 
Then we'll figure out a way to fill it back up. 
SPIKE 
The thing only took over her body. Just a tip of the theological. 

ANGEL 
It's the soul that matters. 
SPIKE 
Trust us. We're kind of experts. 
GUNN 
What about her— If her organs have been liquefied? 
SPIKE 
Flash fried in a pillar of fire saving the world. I got better. 
WESLEY 
(looks desperately at Angel) 
You really believe there's a chance of bringing her back? 
ANGEL 
Fred's soul is out there somewhere. We'll find it, and we'll put it 
back where it belongs.
(stands, angrily) 
Then we'll make every son of a bitch who had a hand in this pay. We 
all on the same page? 
GUNN 
Where do we start? 
ANGEL 
We need the big guns. 
WESLEY 
Willow. 
SPIKE 
Won't be the first time she rattled the dead. Last time I heard she 
was in South America. 
ANGEL 
Then we'll track her down and get her here as soon as we can. In the 
meantime, we need to contain Illyria. Wes, you're the only one who 
had contact. Any idea where she's headed?

Cut to:
11 INT. GUNN'S OFFICE - NIGHT 
An arm breaks through the glass wall behind Knox and pulls him out into 
the lobby. 
 
HARMONY 
(yelling) 
Hey!
(runs out to the lobby after him) 
Come back here, you little—
(looks at Illyria) 
Oh, my God. Fred?
Illyria cocks her head to the side, then backhands Harmony so hard 
that she goes flying through the air, landing on the balcony upstairs.
KNOX 
(chuckles, follows Illyria as she walks through the lobby) 
I knew you'd come for me. My life is yours. I—I worship you. 

ILLYRIA 
(looking around the lobby) 
Yes, I know. Worship.
Fade to black.

ACT II:
12 INT. SCIENCE LAB - NIGHT 
While Illyria stands over her sarcophagus, Knox stands nearby, staring at 
her in awe.
 
KNOX 
I've been waiting so long for this. I've loved you from the moment 
I saw you.
(wiping blood off of his face with a handkerchief) 
I was 11. You were ancient. Pressed between the pages of the forbidden 
texts. I would stare at you for hours, locked in my room. My mom thought 
I was looking at porn. 
ILLYRIA 
You are the Qwa'ha Xahn. 
KNOX 
(starts unbuttoning his shirt) 
I am your priest. I am your servant. I am your guide in this world. 
 
(pulls up his undershirt so Illyria can see his chest) 
I've taken your sacraments and placed them close to my heart according 
to the ancient ways.
(Illyria fingers his chest where his skin was cut open, foreign objects 
were placed under his skin, and he was stitched closed again) 
That's why you were called to me. We're bound together. 
ILLYRIA 
My last Qwa'ha Xahn was taller.
(stands, walks away, back toward her sarcophagus)
KNOX 
(deflated) 
I—I may be shrinking a bit in the glory of your presence. 
ILLYRIA 
This world... it's not how I left it. 
KNOX 
I'm sorry. There's nothing I can do about that. 
ILLYRIA 
But I can.
(turns to face Knox, rips her shirt off)
KNOX 
(gawking at Illyria's naked chest) 
Oh...OK.

Cut to:
13 INT. ANGEL'S OFFICE - NIGHT 
Angel's pacing, talking on the cordless phone.
 
ANGEL 
(to phone) Himalayas? I thought she was in South America. 
SPIKE 
(to himself) We've got a branch in Tibet? How about a couple of sherpas? 

ANGEL 
(to phone) All right, look—
(sighs) 
What do you mean she's not on this plane? You just said— Astral 
projection? Well, is there any way to get her astral over to L.A.? 
Giles, this is an emergency. No. No, I'm not going— Don't put 
me on hold.
WESLEY 
(softly, to Gunn) 
Never a witch around when you need one. 
GUNN 
It'll work out. It has to. 
WESLEY 
I've been unreasonable... because I've lost all reason. But I shouldn't 
be taking it out on you.
(Gunn looks down) 
I know you've done everything you can.
(Gunn looks away) 
I'm sorry. 
GUNN 
(quivering as tears well up in his eyes) 
So am I. 
ANGEL 
(to phone) Yeah, I'm still at Wolfram & Hart . What does that 
have to do with anything? Yeah. I understand.
(throws phone against the wall; it shatters) 
We're on our own. 
SPIKE 
Good, 'cause I was wondering. 
ANGEL 
Nothing's changed, all right? We find Illyria and— 
HARMONY 
(walks into the office) 
Smack her a good one for me.
(points to her bruised cheek, annoyed) 
So gonna leave a mark.

Cut to:
14 INT. SCIENCE LAB - NIGHT 
A topless Illyria stands beside her sarcophagus facing Knox. A wind is howling 
in the room, and Knox looks around trying to find its source. When the wind 
stops howling, he looks at her and shrugs.
 
KNOX 
Is that it?
Illyria slaps her palm on one of the crystals that decorates her sarcophagus. 
A thick, rubbery substance begins covering her body, starting from the 
hand where she's touching the sarcophagus and creeping across the rest 
of her body. Eventually, she's completely covered in something approximating 
a body suit.
KNOX 
(mesmerized by this process) 
Yeah.
(nods) 
Uh... yeah. 
ILLYRIA 
I'm ready to begin. 
ANGEL 
(walks into the lab, followed by Spike, Wesley, Gunn, and some guards 
armed with machine guns) 
Or we could just hang out. 
ILLYRIA 
A warrior. I was beginning to wonder if this world was void of your 
kind. 
SPIKE 
Plenty of us to go 'round, luv. 
ILLYRIA 
2 half-breeds and a band of primitives. Is this all that challenges 
me now? 
ANGEL 
That, and a whole lot of bullets.
(the guards cock their machine guns and point them at Illyria)
WESLEY 
Enough to temporarily incapacitate even you. 
ANGEL 
(walks toward her) 
We know what you are, Illyria. We've seen the rest of your kind. All 
the old ones, sealed away forever, like you were. Where you should've 
stayed. You've taken something of ours, something very precious.
(Illyria cocks her head) 
Stand down and I promise we won't destroy you taking it back. Your 
choice. 
ILLYRIA 
I decline.
Illyria grabs Angel and throws him through the window; he falls to 
the ground outside. 
GUNN 
Take her!


With a wave of her hand, Illyria creates a wave of some sort that, 
when it reaches the others, slows their movements down to super-slow-motion. 
As Wes, Gunn, and Spike try to approach her, they are virtually frozen 
in their anger. Illyria, able to move in real-time, grabs Knox by the 
lapels and walks out of the lab past the others without their notice, 
accidentally knocking beakers and vials to the ground, shattering them 
on her way out.

Cut to:
15 EXT. WOLFRAM & HART BUILDING - NIGHT 
Illyria walks out of the building, followed by Knox as Angel drops to the 
ground in slow motion above them. When Illyria's trick wears off, Angel 
falls to the ground at a normal rate, landing on his belly amid shards of 
broken glass. He groans, pushes himself to his feet, and stumbles back to 
the building. 
Cut to:
16 INT. LOBBY OF WOLFRAM & HART - NIGHT 
The bell dings, and a bloodied Angel gets off the elevator, accompanied 
by Harmony. 
 
HARMONY 
Sorry, boss.
(shrugs) 
Maybe if I stopped her back in Gunn's office— 
ANGEL 
(pained, holding his arms crossed in front of his chest) 
Did she toss you out a window? 
HARMONY 
No. 
ANGEL 
Then you're one up on me.
(sees Wesley and Spike walking down the steps) 
Hey, what do you got? 
SPIKE 
Smoke and mirrors. 
WESLEY 
No trace of either of them. 
GUNN 
(walks from his office to join the others) 
I put tactical on Code Black. If Illyria shows up again— 
ANGEL 
She won't. She got what she came for. 
HARMONY 
Knox? 
SPIKE 
And some spiffy new threads. 
ANGEL 
Any idea how she got past you? 
GUNN 
One second she was standing there, the next, poof. 
ANGEL 
She's a teleporter? 
WESLEY 
I don't think so. No characteristic displacement of the atmosphere 
around her. 
SPIKE 
I fancied I saw a blur just before she went Houdini. 
GUNN 
Yeah, like she was pulling a Barry Allen.
(Angel looks at him, not recognizing the name; Gunn looks around at 
the others) 
Jay Garrick? Wally— Like she was moving really fast. 
WESLEY 
Or we were moving very slow. 
ANGEL 
Great. She's super strong and she can alter time.
(sighs)
HARMONY 
(throws up her hands) 
Well, that's not fair. 
ANGEL 
It makes it complicated, but doesn't change what we need to do. Wes, 
take the lab apart. Check Knox's files, the sarcophagus, anything 
that can help us get Fred back. 
HARMONY 
(to Wes) Come on. I got a degree in tearing things up.
(goes upstairs with Wes)
SPIKE 
(walking off with Angel and Gunn) 
Never a truer word. 
GUNN 
I got a few contacts I could try, see if anything shakes loose.
(walks away from Angel and Spike)
ANGEL 
(to Gunn) Great. Do it.
(to Spike) See if we can track her down, figure out where she's headed 
now.

Cut to:
17 INT. ANGEL'S OFFICE - NIGHT 
Angel walks through the double-doors into his office, followed by Spike.
 
SPIKE 
Any thoughts on how we're supposed to track Fred or Illyria or whatever 
the hell that thing was? 
ANGEL 
We just do it, that's all.
(grabs a weapon off his wall)
SPIKE 
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 
(hangs his head) 
I know. 
SPIKE 
Look... I want Fred back as much as any of us... but seeing her there, 
like that... maybe she really is— 
ANGEL 
No. I lost Cordelia because some thing violated her. It crawled inside 
and used her up.
(pulls the dagger out of its scabbard) 
No way in hell am I letting that happen again.

Cut to:
18 INT. SCIENCE LAB - NIGHT 
Harmony pushes glass lab equipment to the ground; it shatters at her feet 
while she rifles through files stacked on a filing cabinet.
 
HARMONY 
Never trusted that little nerd. The rumpled hair, socks that didn't 
match, the cute lopsided grin.
(Wesley is just standing there, calmly staring at the sarcophagus 
amidst the chaos and ramblings of Harmony) 
So totally playing it up.
(uses a crowbar to open the filing cabinet) 
I mean, who did he think he was fooling?
(kneels to look inside the cabinet) 
Besides all of us.
(Wes reaches out to touch the sarcophagus) 
Um, shouldn't you be wearing one of those moon suits? 
WESLEY 
I think this has done all the damage it's going to.
(walks around the sarcophagus slowly)
HARMONY 
Right. Mind if I put one on? 
WESLEY 
(still walking around the sarcophagus slowly) 
She was curious. That's why Fred didn't put it into containment immediately. 
 
(stops walking, stands at the head near the iris where Fred stood 
when she was infected) 
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. 
HARMONY 
(softly) 
Wes... 
WESLEY 
(authoritatively) 
Hand me the pry bar. 
HARMONY 
(grabs the pry bar and walks toward Wes) 
The girl of your dreams loved you. That's more than most people ever 
get.
(hands the pry bar to Wes)
WESLEY 
(softly) 
I know. But it isn't enough.
(uses the pry bar to whack the sarcophagus repeatedly with all his 
might)
HARMONY 
Wes! Stop it! Wes!
(Wes stops) 
I appreciate the urge to smash, but that's not helping. 
WESLEY 
(puts down the pry bar) 
No.
(picks up one of the crystals he dislodged from the sarcophagus) 
But this might. 
HARMONY 
I thought that was supposed to be unbreakable or something. 
WESLEY 
(staring at the crystal) 
Time. The markings refer to a series of concussively timed intervals. 
This gem is the focal point of the sarcophagus. It might be useful 
if it isn't already drained.
(puts it in his pocket)
HARMONY 
Got me beat. All I found was a cell phone and a cheese sandwich. 
WESLEY 
Was it Knox's? 
HARMONY 
It had his name written on the bag with a little smiley face in the 
"O," the big girl.
(rolls her eyes)
WESLEY 
The cell phone, Harmony. 
HARMONY 
Oh, um, I think so. Got a Rick Springfield screen saver, which opens 
up a whole new set of questions.
(Wes holds out his hand, Harmony puts the cell phone in it)
WESLEY 
(presses buttons on the cell phone) 
Outgoing numbers have all been deleted. Same for incoming calls. 
HARMONY 
(sighs, gasps) 
What about missed calls? Knox couldn't have erased 'em if he didn't 
have his lady phone on him. 
WESLEY 
(presses more buttons) 
3 in the last few hours. All from the same person.

Cut to:
19 INT. DOCTOR'S OFFICE - NIGHT 
The creepy doctor who boosted Gunn's knowledge is washing blood off of his 
surgical instruments.
 
DOCTOR 
Always messy when you have to open 'em up.
(sighs) 
That's why I prefer the less invasive procedures. Never got used to 
the sight of blood. Ugh. Still makes me nauseous. 
GUNN 
(appears in the doorway behind the doctor) 
Then this is gonna be an uncomfortable conversation. 
DOCTOR 
(wipes his hands on a towel) 
I'm disappointed in you, Mr. Gunn. All the knowledge and deductive 
reasoning we've implanted in your brain.
(laughs) 
And it's taken you this long to sniff your way back to me? 
GUNN 
I've been a little preoccupied. 
DOCTOR 
(smiles) 
Ah, yes. Miss Burkle.
(turns to face Gunn) 
How is she—? 
GUNN 
(cuts the doctor off, grabbing him and pushing him violently into 
the patient's chair) 
You wanna get real straight with me real fast. 
DOCTOR 
(smiles nervously) 
Of course. Customer's always right. 
GUNN 
Everything you know, or there won't be enough of you left to stitch 
back together, Frankenstein.
(stands back, letting go of the doctor)
DOCTOR 
The sarcophagus contains 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 
Not hearing anything I don't already know. 
DOCTOR 
(stands) 
Why do you think I'm telling you? 
GUNN 
(punches the doctor in the stomach) 
How do we bring Fred back? How?! 
DOCTOR 
You can't. 
GUNN 
I don't believe that. You know a way. You have to. 
DOCTOR 
Get the sarcophagus released from customs in exchange for making your 
cerebral alterations permanent. That was the bargain and the extent 
of my involvement. 
GUNN 
Then take it back. Everything you put in my head, the law, all the 
knowledge, take it back. Everything.
(crying) 
Take more, leave me a vegetable. I don't care. Just bring her back. 
 
(softly) 
Please... bring her back. 
DOCTOR 
(shaking his head) 
There's nothing left to bring back. Miss Burkle's soul was consumed 
by the fires of resurrection. Everything she was is gone.
(Gunn lets him go) 
Forever. For better or worse, you made a deal, Mr. Gunn. I suggest 
you learn to live with it.
The doctor starts to walk away, when he's cold-cocked with the butt 
of a shotgun. Wesley knocked the doctor to the ground and stands pointing 
the shotgun at Gunn.
WESLEY 
(glaring) 
Is there something you'd like to tell me, Charles?

Gunn turns in horror to see Wesley has overheard the doctor's conversation 
with him.

Fade to black.

ACT III:
20 INT. DOCTOR'S OFFICE - NIGHT 
Resume. Wes is holding Gunn at gunpoint after overhearing some of Gunn's 
conversation with the doctor.
 
WESLEY 
Knox was in contact with a doctor. But you already know that, don't 
you? 
GUNN 
(nods, turns to face Wes) 
Yeah, one of my sources— 
WESLEY 
Don't.
(Gunn sighs, caught) 
What he said... about Fred, about her soul, is it true?
(Gunn looks down) 
What did you do, Charles? 
GUNN 
(softly, confessing) 
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 
custom's release form. I didn't think anyone would get hurt. 
WESLEY 
Nothing from Wolfram & Hart is ever free.
(Gunn looks away, crying) 
You knew that. 
GUNN 
(looks Wes in the eyes) 
I couldn't go back... to being just the muscle. I—I didn't think 
it would be one of us. I didn't think it would be Fred. 
WESLEY 
(walks slowly toward Gunn) 
I understand not wanting to go back,
(stops pointing the gun at Gunn) 
not wanting to be who we were. I understand it. And I can forgive 
it.
(puts the gun down on a table covered with medical instruments) 
But you knew what was happening to her. You knew who was responsible 
and you didn't say anything. You let her die.
(picks up a scalpel from the table and thrusts it into Gunn's gut) 
I'm less forgiving about that.
Gunn coughs and looks up at Wes, who's looking him straight in the 
eyes.

Cut to:
21 INT. WESLEY'S OFFICE - NIGHT 
Holding Wesley by the shirt, Angel throws Wes's back against the wall.

ANGEL 
(yelling) 
What the hell did you do? 
WESLEY 
What I had to. 
ANGEL 
I don't remember seeing "Stab Gunn" on the agenda this morning. 

WESLEY 
I avoided the major organs. He'll probably live. 
ANGEL 
(pushes Wes into the wall again, making him wince) 
Is that supposed to make it all right? 
WESLEY 
Nothing is all right! Nothing will ever be all right. 
ANGEL 
We'll get her back, Wes. 
WESLEY 
No, we won't. Fred's soul...
(breaking down into tears) 
Her soul was destroyed resurrecting Illyria. 
ANGEL 
(lets go of Wes's shirt) 
Are you sure?
(Wes nods, walks away) 
What about Gunn? 
WESLEY 
He let the sarcophagus into Wolfram & Hart . What he knew, when 
he knew it, it doesn't change what happened! He let her die. 
ANGEL 
So did I.
(Wes looks up at Angel) 
At the well in England, there was a way to save Fred, but only if 
thousands of others died in her place. As much as I love Fred, I couldn't 
let that happen. Look, I need you to bury it, Wes. Everything you're 
feeling, everyone you wanna hurt. I need you to put it aside and focus 
on what has to be done. 
WESLEY 
Illyria. 
ANGEL 
We need to stop her before— 
SPIKE 
(appears at the doorway, wiping his bloody hands on a towel) 
She unleashes hell on Earth? 
ANGEL 
What'd you get out of the doctor? 
SPIKE 
Screams. Various fluids. And a name: Vahla ha'nesh. 
ANGEL 
Vahla ha'nesh. What does that mean?
Later, Wesley puts a book on the table, opened to a page with a drawing 
of a temple with a statue inside. The statue is enormous, as tall as the 
temple's ceiling. It has four arms, and its body is composed of snake-like 
creatures coiled around a torso, having dozens of snake-tails where feet 
should be. The statue is holding two bladed weapons. In the background, 
thousands of dots fill the temple floor.
WESLEY 
It's her temple. This is where she was supposed to be resurrected. 

ANGEL 
That's Illyria. 
WESLEY 
In its native form. 
SPIKE 
(pointing to thousands of dots in the background behind the statue) 
What are these smaller bits? 
WESLEY 
(reading) 
Her army of doom. 
SPIKE 
There's a shock. 
ANGEL 
They were entombed with her. 
WESLEY 
Waiting for her return. 
SPIKE 
To Los Angeles? 
WESLEY 
This is where her temple was millions of years ago, and it's still 
here. 
ANGEL 
Well, you think I would've remembered seeing something like this parked 
next to The Ralph's. 
WESLEY 
It's out of phase with our time stream. Only Illyria can open the 
gateway. 
ANGEL 
Any idea how we stop her?

Cut to:
22 INT. BANK - NIGHT 
Illyria walks over the bloody body of a security guard followed by Knox. 

ILLYRIA 
Your breed is fragile. How is they came to control this world? 
KNOX 
Opposable thumbs. Um, fire. Television. What they lack in strength, 
they make up for in extraordinary sneakiness. 
ILLYRIA 
You are deceivers. 
KNOX 
Yes, all of them. They deserve to be punished. 
ILLYRIA 
They? You don't consider yourself part of your race?
(stops walking)
KNOX 
Not anymore. I'm with the king.
(rubbing his hands excitedly) 
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— 
ILLYRIA 
Be silent. 
KNOX 
(nods) 
Right.
(bows)
Sorry.
(backs up) 
My bad.
Illyria holds her hands up in front of her face, wiggles her fingers, 
causing a gust of wind to blow past her, but no portal is opened.
ILLYRIA 
(cocks her head, sighs) 
The gateway is blocked. 
KNOX 
I was afraid of that.
(walks forward) 
Wolfram & Hart probably threw a lock on it. They're big on things 
happening on their timetable. 
ILLYRIA 
The wolf, ram, and hart? In my time they were weak, barely above the 
vampire. 
KNOX 
Huh. I guess they beefed up. But not to worry.
(holding his satchel) 
I brought my skeleton key. Just in case.

Cut to:
23 INT. HOSPITAL ROOM - NIGHT 
Gunn is lying in a hospital bed in Wolfram & Hart when Harmony walks 
in carrying some papers.
 
HARMONY 
There's some stuff you need to sign.
(walks toward Gunn)
GUNN 
I don't think Angel wants me to be signing anything right now. 
HARMONY 
Yeah. Um... that's what these are about. 
GUNN 
(strains to sit up, takes the folder from her) 
Nobody else could stomach bringing these down?
(signs the papers, hands them back to Harmony)
HARMONY 
Is it true? What they're saying about you? 
GUNN 
I guess it is. 
HARMONY 
How could you do that? To your friends? To Fred? 
GUNN 
Because I was weak.
(scoffs) 
Because I wanted to be somebody that I wasn't.
(shakes his head) 
Because I don't know where I fit. Because I never did. Because a thousand 
other reasons that don't mean a damn 'cause she's gone.
(crying) 
She's gone... and she's not coming back because of me.
(nods) 
I did this, and I'm sorry.
(sobs) 
I'm sorry.
Harmony pats Gunn on the shoulder as he doubles over, sobbing.

Cut to:
24 INT. BANK - NIGHT 
Illyria stands back as Knox performs a spell using a pile of small bones 
on the floor in front of him. He watches as the bones disappear.
 
KNOX 
(stands) 
Showtime. 
SPIKE (O.S.) 
Any seats left?

Knox and Illyria turn quickly to see that Angel, Spike, and Wesley 
are standing behind them. 
ANGEL 
If not, we could just stand in the back.
Illyria sneers at them as they approach.
KNOX 
Guys, you should scan the headlines here. You can't win this. 
WESLEY 
Then we all die trying. 
ILLYRIA 
(cocks her head) 
Why? 
ANGEL 
You want the short version? Let's start with you walking around looking 
like the woman you murdered. 
ILLYRIA 
You think your actions will restore her? 
ANGEL 
No. 
ILLYRIA 
Yet you seek a confrontation you cannot win. 
ANGEL 
(saunters toward her) 
What you're trying to do, raise your army, reclaim your world, innocent 
people would die. Like Fred. I can't let that happen. 
ILLYRIA 
You are the protector of these creatures? 
ANGEL 
Yes. 
ILLYRIA 
You'd fight for their lives? 
ANGEL 
Yes. 
ILLYRIA 
(looks at Knox) 
Even this one? 
KNOX 
(nervously) 
Is that an issue? Is my life in peril, boss? King? 
ANGEL 
You're about as low as it gets, Knox, but you're a part of humanity. 
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 gunshot echoes in the room. Knox looks down at his chest to see 
he's bleeding from a gunshot wound to the heart. He collapses. Wes is 
holding the smoking gun.
ANGEL 
(turns to Wes, shakes his head) 
Were you even listening?
Fade to black.

ACT IV:
25 INT. BANK - NIGHT 
Resume. Wesley has just cut off Angel's sanctimonious speech about the value 
of humanity by shooting Knox in the chest. Illyria looks at Knox's body 
on the floor at her feet.
 
ILLYRIA 
(angrily) 
You've destroyed my Qwa'ha Xahn. 
SPIKE 
Yeah, OK, but you gotta admit, he had it coming. 
ILLYRIA 
It offends me that you think he matters. 
ANGEL 
You're right. He's not the problem. You are.
Angel swings his sword at Illyria, but she ducks. They begin to fight, 
and the others join in. Illyria throws Angel across the room. She punches 
Spike in the chest, knocking him into the opposite wall. When Wesley shoots 
at her, she kicks Knox's body at him, knocking him down. Angel gets to 
his feet and starts swinging his sword at her, but she outmaneuvers him, 
ducking his blows and kicking him across the floor again. Spike comes 
at her next, swinging his sword, but Illyria avoids his swings as well. 
Angel gets to his feet and comes at Illyria, who is now fighting them 
both off. When they swing at her, she grabs both blades simultaneously 
with her bare hands, and she swings the vampires off the end of the swords, 
flinging them against opposite walls.
ILLYRIA 
(throwing the swords to the ground) 
Unimpressive.
As Wesley gets to his feet, Illyria waves her hand, creating another 
slow-motion time wave before he can fire at her again. Spike tries to 
get to his feet, and Angel reaches into his pocket. Illyria turns to continue 
with the portal opening, but stops when she sees Angel standing in front 
of her in the flash of an eye.
ANGEL 
What's the rush?
(punches Illyria hard in the face, sending her across the room)
ILLYRIA 
How? 
ANGEL 
(reveals he was holding the crystal in his fist) 
From your sarcophagus. It's connected to you, I'm connected to it. 
 
(tosses it in his hand)
ILLYRIA 
(smirking) 
Sneaky.
Illyria swings her leg at Angel's ankles, knocking him to the ground. 
Spike swings at her as she gets to her feet, but she punches him hard 
in the gut. Wesley sees that she's about to make a run for it, and shoots 
at her, but her hands are out in front of her, and she's opening the portal. 
As Illyria makes a dash for the portal, Wesley dives into it after her, 
managing to get through just as it closes. Angel and Spike get to their 
feet too late.

Cut to:
26 INT. ILLYRIA'S TEMPLE 
Wesley lands on the floor of the temple on his belly, and his gun slips 
out of his grip. Pained, he gets to his feet as Illyria walks down the steps 
commandingly, heading for the nave of the temple.
 
ILLYRIA 
You're too late. My army will rise. This world will be mine once again. 
 
(arrives at the nave of the temple, only to see her statue has been 
toppled and her army is dead) 
No.
Illyria looks around the temple. The columns are broken. The place 
is silent as a grave. Her temple is in complete ruin. 
ILLYRIA 
It can't be.
(panting, crushed) 
It's gone.
(falls to her knees, runs her hands through the sand) 
My world is gone. 
WESLEY 
(walks up behind her; cocks his handgun as he points it at her head) 
Now you know how I feel.
Illyria looks up at Wesley, wide-eyed. A low sound reverberates nearby, 
and Wesley turns to see a portal has opened up behind him. He looks back 
at where Illyria was kneeling and sees she's gone. He looks at her toppled 
statue and walks out of the portal.

Cut to:
27 INT. ANGEL'S OFFICE - DAY 
Angel and Spike are sitting, talking, while Wesley stares into nothingness.
 
SPIKE 
No army of doom scorching the earth. Huzzah for our side. 
ANGEL 
We need to close the gateway to Illyria's temple. Permanently. I don't 
want any more surprises. 
SPIKE 
What about the leather queen? 
ANGEL 
She still has enough juice to be a threat. We regroup and we take 
care of it. Wes? 
WESLEY 
It's all we can do. I'll be in the lab.
(walks out)
SPIKE 
(sighs) 
Long day.
(sniffs) 
That offer still good? Send me abroad, roving agent and all? 
ANGEL 
Yeah, it's still good. 
SPIKE 
Great.
(sighs) 
Maybe we should send Gunn... before Wes has another poke. 
ANGEL 
(sits up, surprised) 
You're not leaving? 
SPIKE 
This is what she would have wanted.
(looks at Angel) 
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. 
The least I can do is give what's left of mine.
(looks out the window) 
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. That's 
where I live.

Cut to:
28 INT. FRED'S OFFICE - DAY 
Wesley is packing Fred's personal effects in a box with bubble-wrap. He 
takes a commemorative plate off the wall where it hung next to the Dixie 
Chicks poster.
 
ILLYRIA 
(standing in the doorway) 
You grieve still... for a single life. 
WESLEY 
(without turning to look at her, shuts his eyes tight and speaks through 
gritted teeth) 
Why are you here? 
ILLYRIA 
I... I'm uncertain.
(looks around) 
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 
(packing her things, tearfully) 
I know. 
ILLYRIA 
Yet there are fragments. When her brain collapsed, electrical spasms 
channeled into my function system... memories.
(holds up her fingers, making a gap between her thumb and index finger 
where an electrical spark forms) 
(as Fred) Please...Wesley, why can't I stay? 
WESLEY 
(turns away, nearly sick, crying) 
No.
(looks out the window) 
Leave. 
ILLYRIA 
I've nowhere to go. My kingdom is long dead.
(softly) 
Long dead. There's so much I don't understand. I've become overwhelmed. 
I'm unsure of my place. 
WESLEY 
(turns to her, angrily) 
Your place is with the rest of your people: Dead and turned to ash. 

ILLYRIA 
Perhaps... but I exist here. I must learn to walk in this world.
(slowly approaches Wes) 
I'll need your help... Wesley. 
WESLEY 
(frowning, choking back tears) 
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 
(shakes his head, then looks at her) 
He murdered the woman I love. 
ILLYRIA 
And that made it just. 
WESLEY 
No. It wasn't just.
(sighs, puts his hands on his hips) 
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 
(looks at her with tears in his eyes, whispers) 
Yes. 
ILLYRIA 
(stands beside Wes, looks out the window to the lab below where her 
sarcophagus lies) 
We cling to what is gone. Is there anything in this life but grief? 

WESLEY 
(looks out at the lab) 
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?
(looks at Wes) 
Is that enough to live on?

NOTE: The song "A Place Called Home" 
written and performed by Kim Richey plays until the end of the episode. 


Cut to:

29 INT. HOSTPITAL ROOM - DAY 
Gunn sits in the hospital bed staring at the ceiling. 

Cut to:

30 INT. LOBBY - DAY 
Harmony sits at her desk, lost in thought, sad, despite the unicorn 
figurines, pink notebook and feathery pen that decorate her desk. 

Knows I am just a rolling stone

Cut to:

31 INT. LORNE'S OFFICE - DAY 
Lorne is sitting alone in his office drinking a Sea Breeze with a 
lime wedge. 

Never landing anyplace to call my own 
To call my own 
Well, it seems like so long ago
Cut to:
 
32 INT. LOBBY - DAY 
Spike is sitting on the steps in the lobby as lawyers walk past him.

But it really ain't you know
I started out a crazy kid 
Miracle I made it through the things I did

Cut to:
 
33 INT. ANGEL'S OFFICE - DAY 
Angel sits at his desk signing papers.

The things I did 
Someday I'll go where there ain't no rain or snow

Cut to:
 
34 INT. FRED'S OFFICE - DAY 
Wesley finishes packing Fred's belongings.
Wes packs Fred's toy bunny "Feigenbaum".

'Til then, I travel alone 
And I make my bed with the stars above my head
Cut to:
35 INT. SCIENCE LAB - DAY 
Illyria stands in the lab, looking from Fred's office to the sarcophagus.
Illyria touches the sarcophagus and looks back up at Fred's office.
And dream of a place called home 
And someday I'll go where there ain't no rain or snow
Cut to:
36 EXT. FRED'S PARENTS' HOUSE - DAY 
Fred packs her things into the Chevy station wagon and runs back to 
give her mom a hug. She waves and walks back to the car, smiling. 
She waves again, then gets into the car and drives away toward Los 
Angeles.
'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

Fade to black.