

Season 5, Episode 16
Written by Steven S. DeKnight
Directed by Steven S. DeKnight
Original Airdate: 3 March 2004
“Your breed is fragile. How is it they came to control this world?”
Illyria
REGULAR CAST
- David Boreanaz as Angel
- James Marsters as Spike
- J. August Richards as Charles Gunn
- Amy Acker as Winifred ‘Fred’ Burkle
- Andy Hallett as Lorne
- Alexis Denisof as Wesley Wyndam-Pryce
GUEST CAST
- Mercedes McNab as Harmony Kendall
- Jonathan M. Woodward as Knox
- Marc Vann as Doctor Sparrow
- Jennifer Griffin as Trish Burkle
SYNOPSIS
Illyria rises, adjusting to her new form. Wesley, reeling, attempts to explain humanity’s dominance, but she remains unfazed – intent on destruction. She knocks him unconscious and departs.
Angel and Spike return from England, defeated. When Spike mentions Fred is gone, Angel clings to hope – her soul might still be out there. People have returned from death before, provided their souls remained intact.
At Wolfram & Hart, Gunn and Harmony prepare to torture Knox, who lies bound and bloodied. Wesley arrives seeking Angel. Gunn reveals Knox’s involvement in Fred’s demise, enraging Wesley, who lashes out for being kept in the dark. As Gunn and Wesley fight, Knox laughs, professing his love for Fred – insisting she’s become something greater. Wesley, consumed by rage, draws his gun.
Angel and Spike return, and Angel declares his plan to retrieve Fred’s soul. The team gathers in Angel’s penthouse, hashing out options. Lorne, distraught, blames himself for missing Knox’s deception. Unable to help, he walks out despite Angel’s pleas. Gunn hints that the sarcophagus could have been intercepted before reaching Wolfram & Hart – but he omits the key detail. Wesley, furious, confronts him again. Angel intervenes, refocusing them – the priority is saving Fred. They need the “big guns.” Wesley suggests Willow.
Meanwhile, Knox is yanked through a window – Illyria has arrived. Harmony intervenes, only to be punched across the lobby. Knox and Illyria relocate to Fred’s lab, where the sarcophagus awaits. Knox reveals he is Illyria’s Qwa’Ha Xahn – her priest. Disgusted by the state of the world, Illyria vows to reshape it. Stripping away her old body, she prepares for transformation.
Angel phones Giles, but the conversation goes nowhere. Wesley, guilt-ridden, apologizes to Gunn. Angel, frustrated, hurls the phone against the wall – they won’t be getting any help. Harmony stumbles into the office, bruised.
In the lab, Illyria touches her sarcophagus, materializing a suit over her skin. Just as she prepares to leave, Angel and the team storm in, armed to the teeth. Angel begs her to return Fred, but she refuses. Gunfire erupts. Illyria distorts time, hurling Angel through a window and slowing everyone else. She and Knox escape effortlessly.
Angel limps back into Wolfram & Hart. The team deduces that Illyria must be manipulating time itself. Wesley and Harmony search Knox’s lab, Gunn pursues leads, and Angel and Spike return to the office. Angel, simmering, refuses to let Fred suffer the same fate as Cordelia.
Wesley examines the sarcophagus. Frustrated, he attempts to break it but fails. Harmony calms him, presenting Knox’s phone – three missed calls from a single location. Wesley pockets a jewel from the sarcophagus.
Gunn seeks Dr. Sparrow, desperate for answers. The doctor delivers a brutal truth – Fred’s soul was destroyed in the flames of resurrection. Wesley overhears and, without hesitation, stabs Gunn with a surgical utensil.
In Angel’s office, Angel furiously slams Wesley against the wall. Wesley, devastated, confirms Fred is truly gone. Spike arrives, offering the only detail he gleaned – Vahla Ha’nesh, Illyria’s temple, where her army awaits. Angel declares they must stop her before she raises her forces.
Knox and Illyria reach the gateway to Vahla Ha’nesh. But Wolfram & Hart has sealed the path. Knox has an alternative.
In the hospital, Gunn lies wounded. Harmony hands him paperwork – no one else could bear facing him. She asks why he did it. Weakly, Gunn admits he was desperate. Realization sets in – because of him, Fred is truly lost.
Angel, Wesley, and Spike track Illyria and Knox. As Angel pleads with Illyria, Wesley abruptly shoots Knox. Angel, stunned, realizes Wesley had stopped listening to him entirely.
A battle erupts – Illyria proves too fast, too powerful. As Wesley raises his gun, she slows time. Angel, gripping the jewel from her sarcophagus, blindsides her. She retaliates, sweeping Angel off his feet and stepping into the gateway to Vahla Ha’Nesh. Wesley follows.
Inside, Illyria finds only dust – her temple destroyed, her army lost. Just as Wesley prepares to shoot, she vanishes.
Back at Wolfram & Hart, Angel, Spike, and Wesley convene – it’s a bitter victory. Wesley retreats to the lab, while Spike informs Angel he’s staying. He senses a greater battle coming.
In the lab, Wesley methodically packs away Fred’s belongings. Illyria enters, uncertain of her purpose. Slowly, she admits fragments of humanity are slipping into her. She requests Wesley’s guidance, eager to understand this new world. He agrees – not for her, but because she wears the face of the woman he loved.
Snapshots unfold – Gunn, motionless in his hospital bed. Harmony, blank-faced at her desk. Lorne, drinking alone. Illyria, lingering by her sarcophagus.
Then – Fred, years before, leaving home for LA.
TRIVIA
The train station is the same set as the Hyperion Hotel lobby redressed.
Gary Grubbs (if it’s actually him and not a double) is uncredited in this episode as Roger, has no dialogue and is only seen from a distance. The Burkles will reappear again in The Girl in Question.
CONTINUITY
Angel and Spike mentions cases of not staying dead, including Spike’s return as a ghost after dying saving the world and Buffy’s multiple resurrections.
Spike mentions hearing Willow was in South America, as Andrew revealed in Damage she was in Brazil.
Spike tells Angel they both feel the fight is coming, bigger than Illyria, a foreshadow to the Fall of Los Angeles in Not Fade Away.
The theory that Fred’s soul is completely gone is true – for now. When magick is reset in season nine of Buffy, Illyria finds that Fred has more influence on her than she first assumed.
WHERE DO WE GO FROM HERE?
EPISODE
A Hole in the World / Underneath









