Season 3 Episode 9


Aired Wednesday 9:00 PM Nov 19, 2001 on The WB
out of 10
User Rating
388 votes

By Users

Episode Summary

With Darla's contractions getting closer together, the Angel Investigations gang is surprised when she flies into a frenzy and runs away from them. Now Angel must track her down in time to safely deliver their baby. However, their old nemesis -- the vampire hunter, Holtz -- is now in present day L.A., and after hundreds of years he is finally closing in on his quarry.moreless

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  • Darla,OH No they killed fools!

    I was hoping they would make the story line to where Darla helps angel take care of the baby like be with him in spirit to show him and she can see how her baby looks like and what the baby would a Motherly figure but in spirit.
  • Angel's a dad!


    This eppy was such a wonderful and sad eppy from start to finish.

    You had to know it would end with a baby, Angel was right when he said something about getting this far to have his son die..

    Such a fitting end for Darla.. But in the angel world one is never really dead are they.

    It was nice to see Darla know what it was to love the baby and sad for her to know that after the baby was born she would not be able to or even be able to remember.

    I cried like a two year old when they were in the ally and Angel was holding Darla's hand and she told him the baby was the best and only thing they ever did right. And to make sure he told him that. I was telling the t.v. 'tell her you will'.

    Angel will make a good father. Too bad in the world or Angel things never turn out the way you want them too..moreless
  • Here's Holtz!


    The Good;

    All of it, pretty damn brilliant, especially love Holtz raiding the club. The Lilah and the interpreter scene is also great, no such thing as a minor character on Angel.

    Interpreter (horrified); "You highlighted an ancient gushundi text?"

    Lilah (defensively); "In yellow"

    The Bad;

    Even if it's just a stun grenade wouldn't Lilah and Holtz be deafened for hours afterwards? Why can't they just resoul Darla?

    Best line:

    Sahjahn; "He's using product but he's the same guy"

    Jeez, how did they get away with that?

    Darla and Angelus slaughtering Holtz's family is beyond horrible. Holtz's killing his sired daughter is the strongest and most tragic act in the series, your heart just bleeds for him.

    Apocalypses: 5

    Angel Cliches

    In disguise; 8

    DB get's his shirt off; 12


    Cheap Angel; 7

    Fang Gang in bondage: Angel pinned

    Cordy: 5

    Angel: 12

    Wes: 6

    Gunn; 3

    Lorne; 2

    Fang gang knocked out: Wes by Darla

    Cordy: 11

    Angel: 14

    Wes: 6

    Doyle; 1

    Gunn; 1

    Lorne; 2


    Cordy: 5 vamps, 3 demons

    Angel; 28 vamps, 41 and 1/2 demons, 3 humans

    Doyle; 1 vamp

    Wes; 7 demons+2 vamp

    Kate; 3 vamps

    Faith; 16 vamps, 6 demons, 3 humans.

    Gunn; 8 vamps+ 6 demons.

    Fang Gang go evil:

    Cordy: 2

    Angel: 2

    Alternate Fang Gang:

    Cordy: 2

    Angel: 7

    Characters killed:


    Recurring characters killed; Goodbye Darla, she'll appear again but she's finally dead this time


    Total number of Angel Investigations:

    5, Angel, Cordy, Wes, Gunn and Fred

    Angel Investigations shot:

    Angel: 11

    Wes; 1

    Packing heat; Lilah threatens her lackey with her gun. Angel uses the stun grenade (which Holtz is obviously impressed by and uses one later at Caritas) and Wes wishes he had a shotgun.

    Wes; 4

    Doyle; 1

    Angel; 1

    Gunn; 1

    Notches on Fang Gang bedpost:

    Cordy: 3 ?+Wilson/Hacksaw Beast+Phantom Dennis

    Angel: 5; Buffy, Darla and The Transcending Furies

    Wes; 2; Virginia and the bleached blonde

    Kinky dinky:

    Way to much going on for that

    Captain Subtext;

    Or that.

    Know the face, different character; 4

    Parking garages;


    Buffy characters on Angel; 16

    Wetherby, Collins and Smith. Angel, Cordy, Oz, Spike, Buffy, Wes, Faith, Darla, Dru, The Master, Anne, Willow and Harmony

    Questions and observations;

    Holtz is one pretty damn tough guy to take on WR&H's commando team. Note Angel doesn't even try to tell Holtz he has a soul, he knows he'd be wasting his time. Goodbye Caritas, after this Lorne won't bother trying to rebuild again.

    The end of the Angel/Darla relationship and it's EPIC! And hello Connor (for good or ill).

    Marks out of 10; 9/10

  • Lullaby

    Lullaby was a really great episode of Angel and really makes a great begining to the midseason spectacular. I think this episode ties together many story lines and really starts to bring every thing closer together. There was some good character development in this episode as well as action, intrigue, mystery, and drama. I really look forward to finding out what happens next. The characters really have been through a lot and this episode show cases their struggles. I can't wait to find out what Darla's baby has in store for the future, and for Angel. This was a very entertaining episode with lots of possibilities and I can't wait to see what happens next!!!!!!!moreless
  • Goodbye Darla.

    Lullaby is an outstanding episode and my personal favourite of Season 3. Everything about it was marvellously done and it contains the death of my favourite character; Darla. The entire episode was so beautiful. Darla, after all the destruction and pain she has caused, sacrifices her life for her son. The last scene was such a tearjerker and I had to contain myself from howling with misery. Julie Benz completely outshines every member of the cast here and the scene on the rooftop and the scene in the alley was Emmy-award worthy. This Darla reminds me so much of the human Darla in The Trial- finally accepting death and atoning for her sins. This baby was the only thing she had ever loved in 400 years alive and to watch her so scared of killing it when it leaves her is gut wrenching but nothing compared to her last speech to Angel. "You died in an alley.. remember?" just made me think of the huge length of time that has passed since Angel became a vampire. The bit where she actually stakes herself was shocking and even after watching it for a fourth time, I still feel emotionally numb afterwards. She finally redeemed herself and gave life when she has previously only given death. Her end is so fitting and perfect- I wouldn't change it for anything. A truly memorable scene.

    However while this scene was the clear highlight of the episode, the rest of the episode was outstanding even without it. I loved the flashbacks into Holtz's past, particularly the scene where he kills his little girl. I truly felt for him here and felt a surge of hatred for Darla but that disappeared when I saw how much she had changed. I actually found Holtz pretty menacing here as he was walking through Caritas, which he has just blown up. He finally felt like a threat this episode and I do think he is one of the most complex villains in the entire series- he's going after our main character but some small part wants him to get his revenge. It makes the whole storyline more interesting. However, the less said about the awful Sahjhan the better.

    The Wolfram and Hart scenes were also great and I enjoyed seeing how Lilah has so much power at her disposal- she's so self-confident and is more than a match for Angel investigations. Linwood is OK but not as good as Holland and Gavin is suitably annoying and makes me want Lilah to kill him. Gunn's speech about Angel's baby wasn't all that wrong IMO- the gang weren't to know that Angel's baby wasn't evil and if they had have been right, they needed someone to step up and say that it has to die. Angel was clearly blinded by love (which unfortunately continued into S4 even though Connor pretty much does everything possible to hurt him). I hate Connor as a character but his annoyingness isn't enough to make me dislike this episode- he was going to be there no matter what. I was quite sad to see the end of Caritas- I loved the karaoke club and thought it was a great set but they needed to pull Lorne into the group more and this was a great sendoff for a place that's seen some.. erm interesting thing.

    Lullaby is an absolutely heartbreaking episode and is in my Top 10 Angel episodes. It was near enough perfect and Darla's death is one of my favourite scenes of TV ever. A fitting sendoff for an amazing character and a great way to introduce a new one. Unmissable.moreless
Jim Ortlieb

Jim Ortlieb


Guest Star

Robert Peters

Robert Peters


Guest Star

Bronwen Bonner-Davies

Bronwen Bonner-Davies


Guest Star

Stephanie Romanov

Stephanie Romanov

Lilah Morgan

Recurring Role

Andy Hallett

Andy Hallett


Recurring Role

John Rubinstein

John Rubinstein


Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (4)

    • Holtz says "For two hundred years I dreamt of nothing but this moment." However, in the previous episode, "Quickening" (3x08) Sahjhan says to Holtz, "I know it seems like only a moment to you." This implies that Holtz would not have actually "dreamt" of anything, unless he was simply being poetic.

    • When the Union Demon tells Sahjhan and Holtz about Darla coming to Caritas, his mouth keeps moving after Lorne's voice stops and the camera pulls out.

    • When Holtz blows up Caritas, they show a clip of it from the inside being blown up. If you watch carefully on the floor, you can see a wire or string going across-pulling all the chairs & tables inside -as if they were being blown away from the blast itself.

    • Ar Hyd y Nos, the lullaby Holtz keeps singing was not written until 1784, 20 years after his family's death, and 11 years after his meeting with the demon that is to transport him to the 21st century.

  • QUOTES (9)

    • Wesley: Angel is not back with the scrolls yet. I'd feel a lot better if we had the ancient prophecies to guide us.
      Cordelia: Please! Women have been giving birth without ancient prophecies for years.
      Gunn: What we could really use right about now is some Vaseline and a catcher's mitt.

    • Darla: Angel, I don't have a soul. It does. And right now that soul is inside of me, but soon, it won't be and then.. I won't be able to love it. I won't even be able to remember that I loved it. (Starts to cry) I want to remember.

    • Darla: We did so many terrible things together. So much destruction, so much - pain, we can't make up for any of it. You know that, don't you?
      Angel: Yeah.
      Darla: This child, Angel, it's the one good thing we ever did together. The only good thing... You make sure to tell him that.

    • Gavin: (about Linwood) He's gonna crucify us.
      Lilah: They don't crucify here. It's too Christian.

    • Darla: Doesn't anyone wanna sit back here with me?
      Cordy: We're good.
      Gunn: Yeah, it's, comfy.
      Darla: I promise I won't throw anyone out of the car, not while it's moving.
      Fred: It's not that we don't trust you. I mean, we don't trust you. But the fact is, your water broke all over the back seat.
      Darla: Oh.

    • Holtz: (talking about Angel) He's not the same vampire.
      Sahjhan: Of course he is! His hair is a little shorter, a little spikier. He's using product. But it's the same guy.

    • Darla: (to Angel) You lied much better when you didn't have a soul.

    • Holtz: You said you work for the law.
      Lilah: No, I didn't. I said I'm a lawyer. I don't care about the law.

    • Sahjhan: You'll get your money.
      Arnie: I've heard that one before. You know, I've got mouths to feed, plus a family. Some of them have mouths, too.

  • NOTES (4)

    • Angel and Gunn's conversation about tracking Darla was cut due to length.
      Angel: She went this way.
      Gunn: You can smell her?
      Angel: Tire tracks.
      Gunn: Right. I saw those.

    • Andy Hallett is holding the piece of cardboard above his head at the end of the episode so that his Lorne makeup didn't wash off or become runny.

    • According to Tim Minear, the cast & crew call the alley where the end of this episode was shot "Piss Alley" due to the strong smell of urine and sewage.

    • In the scene where Angel grabs the grenade in his mouth, it's not actually David's face when they do the closeup, according to the DVD commentary.


    • Lilah: Harvey? It's Lilah. I got a job for you... Angel Investigations. Yeah, full cleaner service.
      The writers may be giving a nod to Harvey Keitel's character from the film Point of No Return. Mr. Keitel played a character called Victor the Cleaner who cleaned up messes similar to the one Lilah refers to in her phone call to Harvey. A year later Keitel played a character similar to his "Cleaner" role in Pulp Fiction.

    • Holtz: Sleep my love, and peace attend thee...
      This is the first line of an ancient Welsh folk song "Ar Hyd y Nos". Its English lyrics are believed to have been written by Amelia Opie.