

Season 5, Episode 19
Written by Ben Edlund
Directed by Vern Gillum
Original Airdate: 28 April 2004
“You want to take my power to let me live. But I am my power. And I would rather be a titanic crater than to be like unto you.”
Illyria
REGULAR CAST
- David Boreanaz as Angel
- James Marsters as Spike
- J. August Richards as Charles Gunn
- Amy Acker as Illyria
- Andy Hallett as Lorne
- Mercedes McNab as Harmony Kendall
- Alexis Denisof as Wesley Wyndam-Pryce
GUEST CAST
- Jaime Bergman as Amanda
- Jeff Yahger as Fell Leader
- Adam Baldwin as Marcus Hamilton
CO-STARRING
- Nick Gilhool as Fell Brother
SYNOPSIS
In a hell dimension, Gunn’s torture is interrupted when Illyria bursts in. She removes his necklace, placing it on his torturer – who turns on himself. Back in LA, Angel and Wesley discuss Illyria’s actions – she opened a portal, retrieved Gunn, and left without explanation. Angel distrusts her, preferring her dead. Suddenly, a portal opens in Angel’s office. Illyria drops Gunn, declaring they owe her. Wesley concedes, and she leaves.
The next morning, Gunn faces a mountain of paperwork. Wesley, unshaven and exhausted, buries himself in research. Gunn checks in, but they exchange no apologies – both still adjusting to their choices. The conversation shifts to Illyria. In the training room, Spike spars with Illyria, reading some of her moves, but she uses time manipulation to gain the upper hand. Angel watches, calling Spike in. He warns that Illyria is testing them – not the other way around. Suddenly, Illyria stumbles, clutching her stomach, dazed.
Gunn attempts his workload when Lorne visits. Angel assigned him to tail Illyria. Lorne’s walkie-talkie beeps – Angel summons him. Angel, determined to stop Illyria, declares she must die. Wesley, though hesitant, admits he could do it if necessary. Hamilton arrives, revealing Wolfram & Hart suffered losses when Illyria saved Gunn. Angel is unfazed.
Later, Wesley sits on his office floor, Illyria towering over him. She accuses him of being both her guide and betrayer, recalling his swift destruction of the Orlon Window. For the first time, she exhibits human emotions – anger.
Gunn presents Angel with a case file, noting Angel saw him speaking to Hamilton. Gunn admits Hamilton offered him a way out of hell, and Angel is relieved he declined. Their client, Amanda – a young pregnant woman – enters. A cult of demons, the Fell Brethren, claims her unborn child is their holy one. She intends to sign their contract but is hesitant. Angel and Gunn try to dissuade her.
Meanwhile, Wesley watches Illyria behaving oddly. She convulses, flashing into the training room where he holds a weapon – then snaps back. Convinced Wesley tried to kill her, she storms out, pinning him to the window before leaving. Lorne covertly follows.
In the lobby, Harmony struggles to calm the Brethren. Gunn, unnerved by Amanda’s reasoning, abruptly leaves. Harmony warns that the demons are growing restless. Angel invites them in.
In the lab, Hamilton tells Wesley the Senior Partners know Illyria – and they want her gone. He directs Wesley to a scanner readout. On the display, Illyria’s form flickers.
Illyria storms toward Angel, convinced he’s sabotaged her. Meanwhile, Gunn uncovers a contract clause – the Brethren plan to sacrifice Amanda’s son at thirteen. The demons bristle at the revelation. Illyria bursts in, demanding Angel’s attention. He initially resists, but she threatens him, forcing a meeting.
Illyria still believes she’s an almighty god; Angel tries grounding her in reality. In the lab, Angel informs Wesley that she’s unravelling. Wesley and Spike already have a plan to stop her. They head to the training room – but Illyria is absent. Suddenly, she appears, killing them all one by one – staking Spike, stabbing Wesley, punching through Lorne, beheading Angel. The gang is dead.
Then Illyria convulses – finding herself back in the hallway, pinning Angel to the wall. Another convulsion resets her to Wesley’s office, dragging Angel along. Time fractures – shifting them through Gunn’s hell dimension and back to the training room.
Angel, disoriented, realizes he’s a paradox – a version of himself from another timeline. He sees Wesley and Lorne’s corpses. Illyria, proud, points to Spike’s ashes and reveals she killed Angel last.
Her body begins to break apart – too much power for her human form. She explodes, knocking Angel back in time to moments before the attack.
Determined to change the outcome, Angel intervenes in the training room. He rescues Spike, altering the timeline. Wesley explains their device won’t kill Illyria – just strip her of the excess energy destroying her. Illyria resists, but Angel gives the order. Wesley fires just before she detonates.
Illyria collapses.
Later, Wesley watches her motionless form in the training room. Angel approaches, their conversation strained. He suggests Illyria might just make the team.
In the lobby, the demons argue while Hamilton mediates. Angel arrives – seemingly prepared to sign their contract, allowing them to take the child. Gunn, stunned, watches in disbelief.
TRIVIA
Jaime Bergman who plays Amanda in this episode was genuinely pregnant at the time. She also happens to be David Boreanaz’ wife!
CONTINUITY
Gunn is freed from the Wolfram & Hart Holding Dimension, where he voluntarily stayed behind to save Lindsey, back in Underneath.
The Fell Brotherhood are introduced. It’ll later be revealed that their leader is a member of the Circle of the Black Thorn and instrumental in bringing about the apocalypse in Not Fade Away.
Illyria is observed talking to a plant. She tells Wesley that she can no longer ‘hear the green’. Fred talked to plants in Spin the Bottle.
WHERE DO WE GO FROM HERE?
EPISODE
Origin / The Girl in Question









