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

• Sarah Thompson as Eve
• Jonathan M. Woodward as Knox
• Jennifer Griffin as Trish Burkle
• Gary Grubbs as Roger Burkle
• Alec Newman as Drogyn

CO-STARRING

• John Duff as Delivery Man
• Jeremy Glazer as Lawyer

SYNOPSIS

In Texas, Fred packs for LA as her parents tease her, wishing she’d stay. She reassures them she’ll study hard, get a boring job, and keep safe. Cut to the present – Fred wields a flamethrower, battling a demon alongside Wesley. As the flames die, they kiss. Angel and Spike arrive, arguing – Spike skewered Angel to kill a bug demon behind him. The fight continues as Fred asks for the bug specimen still attached to Angel’s sword.

At Wolfram & Hart, a large sarcophagus is wheeled into the science department, surprising Knox. In Gunn’s office, he cheerfully sings a Gilbert & Sullivan tune, then hastily switches to rap when Wesley enters. Gunn jokes that he and Fred are back together, momentarily shocking Wesley before admitting the joke. Conversation shifts to Lindsey – vanished without a trace, taken by the Senior Partners before he could even pack. Wesley urges Gunn to inform Angel, but Gunn hesitates.

Angel and Spike continue arguing – heatedly. Wesley arrives, looking shaken, only for Angel to reveal the debate: who would win, an astronaut or a caveman? It’s consumed them for forty minutes. Meanwhile, Fred examines the sarcophagus, unknowingly inhaling its ominous mummified air.

Angel offers Spike a position in any Wolfram & Hart office – anywhere but LA. Elsewhere, Fred and Lorne discuss the astronaut-versus-caveman dilemma. As Fred sings You Are My Sunshine, Lorne suddenly pales. Fred spits up blood, collapses, and convulses. Wesley calls for medical assistance.

Fred wakes in bed, surrounded by the team. She cracks a joke, but the heavy silence confirms her condition is serious. Wesley stays briefly, reassuring her before joining the others. The team assembles in the lobby. Angel reveals the grim diagnosis – Fred’s organs are cooking, soon to liquefy. The team springs into action, each taking a role to save her.

Wesley, frantically reading in his office, is interrupted by a lawyer requesting files. Furious, Wesley shoots the man in the knee, demanding that only those working on Fred’s case remain in the building. In the White Room, Gunn faces the conduit – himself. He pleads for Fred’s life, offering his own. But the conduit coldly informs him they already own his life.

Angel, Spike, and Lorne seek answers in Lindsey’s old apartment, finding Eve – shaken and desperate to know Lindsey’s fate. Lorne unexpectedly punches her, demanding she sing to prove her ignorance. She does – revealing she knows nothing, though her future looks bleak. As Angel prepares to leave, Eve offers crucial information: the sarcophagus predates Wolfram & Hart, tied to the first demons. They need the Deeper Well.

Wesley locates the Deeper Well – in England’s Cotswolds. Angel and Spike head there to retrieve Illyria before it fully takes over Fred.

Fred awakens in the lab, looking worse. Stumbling, she asks Wesley to take her home – he does. Gunn desperately seeks healers, threatening anyone unwilling to help. Knox proposes freezing Fred to delay the transformation.

At Fred’s, Wesley comforts her, reading A Little Princess. In England, Angel and Spike reach the Deeper Well, guarded by demons. Meanwhile, Knox admits he’s an acolyte of Illyria – Fred’s fate was set in motion millennia ago. Illyria isn’t invading Fred; she was chosen as its vessel.

In England, Angel and Spike meet Drogyn, guardian of the Deeper Well. He reveals the burial site of ancient demons. There is a way to extract Illyria – but the cost is staggering. Drawing it out of Fred will spill infection across the world, killing thousands. Angel, desperate, wrestles with the choice.

At Fred’s, Wesley watches helplessly as her condition worsens. Fred, struggling for breath, asks Wesley to tell her parents she wasn’t afraid, that her passing was painless. Her body goes limp.

Then, a violent convulsion. Wesley is thrown to the floor. Fred’s pupils glow blue. As she rises, her form shifts – Illyria is here.

TRIVIA

CONTINUITY