Season 5 Episode 22

Not Fade Away

Aired Wednesday 9:00 PM May 19, 2004 on The WB
out of 10
User Rating
940 votes

By Users

Episode Summary

As they prepare to confront the Circle of the Black Thorn, the representatives of the Senior Partners on this plane, Angel and company spend the day as if it will be their last. Then, with their affairs in order, our heroes set forth to face their greatest challenge yet, and possibly their last.moreless

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  • Wonderful Episode Even After a Few Views

    Just finished watching the entire show again. This is a wonderful episode and I still to this day have tears rolling down my cheeks watching Illeria "lie to Wes" - what a wonderful touching well acted moment. I wish the show could have continued as I would have enjoyed seeing more Illerias "changing" but all in all... a wonderful show.
  • Great ending to a fantastic show

    I love this episode because it is one of the greatest series finales ever made. (although I hate how some call it a cliffhanger, open your eyes, it's not!) It is the last and final day of Team Angel. Angel and his team face The Circle of the Blackthorn and the new liason to the Senior Partners, but before they do it, they have to do something to make it their last. While everyone is in the battle, Lorne leaves the group and Wesley dies, which leaves Angel, Spike, Gunn, and Illyria. The four then battle against the army of demons (sent by the senior partners), which had a good touch for the ending. I really didn't know the show got canceled, until I found-out about it a few years ago. (ratings weren't the problem since the show was obviously just a success) Now of course, we can't forget former WB president Jordan Levin, who's the one responsible for writing off the show for two reasons: 1) making room for new shows and 2) Joss Whedon asking for an early renewal, when he knew that he wasn't suppose to ask until the later time. Anyways, let's give a BIG farewell to our great heroes: Angel, Cordelia, Doyle, Wesley, Gunn, Lorne, Fred, Connor, Spike, and Illyria. (especially you Lindsey, since you've been a great villain) Goodbye forever, Team Angel/Angel Investigations.moreless
  • And so it ends!


    The Good;

    The last day for the staff of Angel Investigations (especially poignant for Lorne/Andy Hallet who sings a wonderful version of 'If I ruled the world'). The final battles, Illyria and Lindsey in particular making great entrances. The twists in the tale. Also it's a small scene but love Harmony and Angel's little heart to heart, so very different but so very alike, Harmony actually misses being human a little but she's still evil.

    The Bad;

    Why didn't Joss do a commentary for the last ep of one of his finest creations? Richard Burton is a Welsh actor, not English. Angel says he doesn't remember what it was like to be human but he was human only 4 years ago in 'I will remember you' which was more recently than Harmony was (or was he leading Harmony on?). Jeff Bell's right, the cloaks the Fell Breathren wear make them look like football players on the bench.

    Best line; plenty to choose from, best written shows on TV and they saved some of the best until last;

    Angel; (getting pounded by Marcus) "Kinda hoped the fight would be going a little better"

    followed by

    Connor (punching Marcus and sending him flying) "Care about that dress for less!"


    Marcus "I am a child of the Senior Partners, their strength flows through my veins, my blood is filled with their ancient power"

    Angel (vamping out and biting him) "Can you guess the one word you shouldn't have mentioned?"


    Eve; "Are you sure you can handle the Sharvin?"

    Lindsey; "They're sending me out with karaoke boy, how dangerous can it be?"

    (oh the irony!)

    Lorne; (shooting Lindsey) "I've heard you sing!"


    Angel; (as WR&H collapses) "Time to go!"

    Eve; "Go WHERE?"

    also where else on TV would you get the line, Angel "The Fell Breathren, I want the baby returned to its' mother and the foster family dismembered"

    Jeez, how did they get away with that?

    Illyria makes trophies of the bad guys spines, glad we didn't get to see the eyeball thing! Gunn gives the demon Senator a splitting headache. Illyria gives Vail the mother of all uppercuts. Angel gets his own pen through his hand. It's a disgusting line but always makes me laugh, Vail "I crap better magic than this"

    Angel Cliches

    Subverting the Hollywood cliche; Lorne kills Lindsey, the clown becomes a tragic figure, much as in King Lear, his leaving incredibly poignant. We think Lindsey might actually be redeemed in typical Angel fashion but instead he gets two in the chest.

    Kills; Angel kills Marcus, Sebassis and the Pee-Pee demon. Illyria finally in the gang and kills Izzie, 3 humans(?) and Vail. Gunn kills the demon Senator and at least 2 of her vamps. Spike kills at least 3 of the Fell breathren. Lorne, who in 4 years of the most violent show on TV never killed anything kills Lindsey.

    Cordy: 5 vamps, 3 demons- 9 kills including those on Buffy

    Angel; 48 vamps, 74 and 1/2 demons, 5 zombies, 14 humans, one werewolf and one cyborg- 144 kills including those on Buffy

    Doyle; 1 vamp

    Wes; 16 demons+5 vamps, 5 zombies, 4 humans, 2 cyborgs-32 kills

    Kate; 3 vamps

    Faith; 18 vamps, 6 demons, 3 humans.- 34 kills including those on Buffy

    Gunn; 13 vamps+ 16 demons, 5 zombies, 1 human.- 35

    Groo; 1 demon

    Fred; 3 vamps+ 14 demons, 5 zombies-22

    Connor; 16 vamps, 5 zombies, 4 demons, Jasmine-26

    Spike; 21 vamps, 15 demons+1 human+one parasite-38

    Illyria; 1 devil, 3 humans and whatever Cyrus Vail is?-5

    Lorne; 1 human

    so in the course of 5 seasons AI kill over 300 beings and they're the good guys! Most violent show on TV by a long chalk!

    Characters killed:


    Recurring characters killed; goodbye Wes. Gunn, Spike, Lorne etc have all made incredible emotional journey's over the course of the show but when you think how Wes first appeared in his Buffy debut 'Bad Girls' and how he dies here the contrast is INCREDIBLE! Yet totally believeable, a tribute to both writers and actor.

    Perhaps I should include Lindsey too? But ultimately Angel believes he's evil and Lorne agrees having heard him sing. I'm not sure if he's evil per se as just ruthless in the pursuit of what he wants and jealous of Angel? If Angel hadn't taken over WR&H would he ever have come back to LA? Both he and Angel ignore the advice they gave each other at the end of Dead End and both pay for it.

    People have pointed out that the only characters to feature in both the first and last eps of Angel;TS are Angel and Lindsey. But actually, excluding Buffy guest stars, the only regular or recurring characters to survive from the first season of the show to the end of the last episode are Angel, a dying Gunn and Kate who's off being an Assistant DA in New York.

    14-Angel kills off a regular or recurring character every 7-8 episodes, like Buffy, the most ruthless show on TV

    Total number of Angel Investigations; 6 with Illyria finally coming on board for the final battle but down to 4 in the end with Wes dead and Lorne gone.

    Angel, Gunn, Illyria, Spike

    Packing heat; Lorne kills Lindsey with a silenced pistol

    Wes; 14

    Doyle; 1

    Angel; 5

    Gunn; 3

    Fred; 5

    Lorne; 1

    Kinky dinky:

    Harmony and Hamilton get it on, Harmony gorgeous in her undies as Playboy fans can attest to. Wes wonders if he should spend his last day with Mistress Spanksalot, is she the person he referred to with the handcuffs in Over the Rainbow? Whilst Spike wows the crowd with his poem dedicated to Cecilly/Halfyrek you wonder what they made of 'The Wanton folly of my mum"?

    "You gave me life,

    I sired you,

    You claimed that I,

    Desired you

    You begged me so to take you

    Appalled I then did stake you..."

    Connor wonders if it's the werewolf side of things that attracts Angel to Nina and asks if there's "Fur flying". Connor now remembers his fling with Cordelia and thinks it 'Inappropriately erotic'. Lindsey comments that Eve is the one thing of his Angel never got his hands on, she doesn't seem to have told Lindsey about her Halloween tryst with him.

    Captain Subtext;

    Illyria starts to show feelings for Wes and Gunn, maybe too late for both. Angel gives Marcus a hell of a hickey! When Angel boasts to Connor about his nice handwriting Connor replies "You girl!" Nice little goodbyes between Wes and Gunn, Wes and Angel and Lorne. Angel tells Sebassis that if he wants to kill Spike then they may have to kiss. Angel tells Lindsey "I want you" but both decide he should rephrase that remark. Illyria-as-Fred refers to Wes as 'My Wesley', just as Lilah calls him in 'Home'.

    Guantanamo Bay;

    Angel and co discover that all the evil in the world is run by this secret society and decide to change things by slaughtering each and every one of them and to hell with the consequences! Angel's method of killing Sebassis is particularly clever, a real Keyzer Soze moment.

    What the fanficcers thought; .

    Plenty of fanfic concentrating on what happened after the final fadeout. Buffy and co showing up and annihilating the demon armies as part of Angel's trap a firm favourite or Angel zapping them all into another dimension which is why he chose the old magic alley where Connor was born etc. The_Last_Night Plenty of Buffy/Angel live happily ever after fic and just as much Buffy/Spike. Also read a couple of nice ones about Harmony, one where she opens up Angel's reference for her, reads it out loud and promptly bursts into flames due to the spell concealed in the wording and one where she opens it up, reads it out loud and promptly get's her soul restored by the same. Plus Connor and Dawn hooking up.

    Oh, plus Wes and Mistress Spanksalot

    Missing scenes;

    Now if you read the comics Angel defeats WR&H's armies by convincing the dragon to change sides and then saves Gunn by vamping him as he did with the sailor Lawson in 'Why we fight'. He and the others then make their way through post-apocalyptic Hell-on-earth-LA with ghost Wes as his advisor.

    Questions and observations;

    Angel turns the power of the senior partners against them, taking the power of Marcus' blood and using it to defeat him. Does this now mean that Angel is a child of the senior partners? What happens to Eve? Does she survive the fall of WR&H? Where does Lorne go, back to Pylea?

    Whenever I watch the last ep of Buffy I always drink a bottle of champagne at the end. Don't do that with Angel, it has a different vibe to it. But just as good! Connor goes from a dislikeable character in season 3/4 to an acceptable one in 'Origin' to actually likeable here. So wonderful to see Anne again, lovely touch. So if Angel has signed away his destiny to become human does that mean it's definitely Spike? Is that why Marcus is now prepared to kill Angel? Are Illyria's tears all part of her Fred illusion or are they real and for Wes? Who are the producers Jeff Bell thanks but is not allowed to mention? Spike refers to the 'Manson family' whom he also mentioned in The Yoko factor (their infamous massacre supposedly inspired by the Beatles' song Helter Skelter which was one of Adam's favourites). Gunn refers to Illyria as Blue Thunder. Wes says the first lesson of being a Watcher is to seperate truth from illusion. On TV there's a small thank you scene to the fans at the end of the ep but not on the DVDs.

    Marks out of 10; need you ask? 10/10

    Jeff Bell thanks us for watching the series. No Jeff, thank you and everyone else for making it. Angel and co are still out there slaying the dragon. And so should we be. C'mon everybody let's go to work!

  • A grand season finale - powerful, multi-layered, and with great characters. Thank you, Joss.

    Don't want no spoilers? Then don't read.

    I confess. I didn't give Angel much of a chance when I saw the first season. It wasn't 'Buffy', and that was an unfair comparison. While I wasn't a fan of of 'Buffy' Season 1, I liked 'Angel' season 1 even less.

    A friend convinced me to watch Angel 2. From then on, I had to see the entire series. While seasons 2 and 3 were very good, and much better than the first, I didn't like much of what happened in season 4.

    Then came season 5. It blew away my expectations - and culminated in a near-perfect season finale that brought closure to some of the myriad 'Angel' arcs, while leaving the possibility open for future incarnations, such as Illyria or Spike spinoffs, or continuation in comic books or other forms.

    I wasn't expecting much of what this episode contained - especially as I found the Buffy series finale pretty flat. From Lorne's despair, as he did what he must and hated himself for it, to loving tenderness between Fred/Illyria and Wesley (if there was any, ANY validity to Emmy awards, Amy Acker and Alexis Denisof should have at least been nominated for acting - but not a chance), emotions in this episode ran high and felt genuine.

    I was surprised more than once - such as Lindsey helping Angel, surprised again by Angel's betrayal of him, then surprised yet again when I realized Lindsey expected to be killed by Angel, and felt shamed and dishonored by dying at the hands of a "lackey".

    Connor's appearance put nice closure on his arc - especially since I detested this character in season 4.

    While Angel was still Angel, the heart of the episode was everyone's willingness to give everything for the cause, and expecting nothing in return.

    By the end, only one of them received anything for his sacrifice - just a moment, a bittersweet moment as he drew his last breaths.

    "Would you like me to lie to you now?"

    "Yes. Thank you. Yes."moreless
  • angel and his team go up against the biggest threat that threatens them all..

    i have to say i love this epsiode..angel and his team go up against wolfarm and hart who is ranned by all this demons called the order of the black throne.

    angel gives spike,lorne,wesley,gun,illyria,and even harmoney a mission to do and complete.

    angel took out some demon in this cool way(watch youll see what i mean)and told harmoney his plan just to get her to get the super vampire to come to angel.once harmoney did that not knowing angel knew she would betray him.harmoney left the building and angel tried to kill the other vampire(whos name ive done forgot).angel tried his best to fight the other vampire but angel was getting wiped with the floor.connor then should up to help his dad which was nice.angel then drunk blood from the other vampire b/c the vampire said he as the strength of all the members of the black throne or when angel drunk his blood angel then had his stregth too.angel killed the vampire and angel told connor to go home to be safe.

    spike took out the men that took the baby from the lady.

    lorne killed lindsey after lindsey kills this demons for angel.lorne then leaves to have a better life.

    illyria killed this demons but you dont get to see it.i wish we would have seen it.she then goes to check on wesley.

    wesley tries to kill some wizard but fails and illyria kills the wizard..

    when illyria was crying over wesley dead body and wesley ask illyria to lie to him b/c it was his last moment.illyria turned into fred which was very sad.u could tell the love illyria had for wesley.

    gun killed this lady who was running for mayor or something.gun killd her and her group of vampires.

    by the end angel,spike,gun,and illyria was standing at the end ready to fight the last couple of demons that was left..

    alot of fans said that you dont know if they survied.i can tell for me its common sense.if this guys can survive what just happen i think they can survived this too.i think the ending was suppose to be like this are the ones that are tough enough to survived and get through the battle.i like the finale...

    btw illyria was so sweet in the end when she was mouring over wesley.i love that finale scene when she meet up with rest of the guys and she says''i think im feeling grief over wesley i cant control it.i wish to do more voilence''that line ws so funny but at the same time sad..

    this epsiode was very good but i did have this thing where i keep wishing cordelia should have been since she wasnt there i didnt give this a 10.even tho her character was sent off peacefully.moreless
David Figlioli

David Figlioli


Guest Star

Mark Colson

Mark Colson


Guest Star

Stacey Travis

Stacey Travis

Senator Helen Brucker

Guest Star

Sarah Thompson

Sarah Thompson


Recurring Role

Vincent Kartheiser

Vincent Kartheiser


Recurring Role

Adam Baldwin

Adam Baldwin

Marcus Hamilton

Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (6)

    • Spike says that he's not wearing any amulets, bracelets, broaches, beads, pendants, pins or rings. This is because last time he wore an amulet, in the Buffy the Vampire Slayer finale, he burned to death.

    • We finally get to hear the rest of Spike's poem to Cecily that was first mentioned in the Buffy the Vampire Slayer episode "Fool For Love" (5x07).

    • When Lindsey says to Eve that he's glad she's the one thing in his life Angel didn't "get his mitts on", it becomes apparent that Eve omitted to tell Lindsey about their mystical liaison at the Halloween Party.

    • When the guys are "fighting" Angel at the beginning, Spike doesn't have his jacket, but when they are back at his place, he does have it. When did he get it? Or, rather, where did he put it?

    • Angel tells Connor that he was at the very first taping of The Carol Burnett Show in 1967, then remarks that "Conway was on fire that night." Tim Conway did not join the cast of that series until 1975, when he replaced Lyle Waggoner, and was not in the first episode.

    • When the Wolfram and Hart building is falling apart, you can see a large pillar floating down and up like it's supported by a wire. One thing is the obvious wire, but how did the pillar get in that position anyway?

  • QUOTES (54)

    • Lindsey: This is not about coveting your neighbor's ass, your buddy's job, the last Mallomar in the box.

    • Gunn: Damn! How did I know the fang boys would pull through? You're lucky we're on the same side though cause my game was tight.
      (His hand is covered with blood from his injuries)
      Spike: You're supposed to wear that red stuff on the inside, Charlie-boy.

    • Angel: You haven't heard a word I've said. For, like... years back.
      Lindsey: Well, you get a little speechy, all right? I breeze out. I got the Cliff notes.

    • Gunn: (referring to Illyria) Move like this, wouldn't hate having Blue Thunder in our corner.

    • Hamilton: Did you really think you were going to kill Archduke Sebassis?
      Angel: No...I think I already did. Spiked his drink. Figured you're the one I needed to spend time with.
      Hamilton: Why? So I could kill you?
      Angel: Well, I thought it would be going better than this.

    • Lorne: Hey uh, Angel uh, I'll do this last thing for you, for us, but then I'm out. And you won't find me in the alley afterwards. Hell, you won't find me at all. Do me a favor, don't try.

    • Gunn: What if I told you it doesn't help? What would you do if you found out none of it matters. That it's all controlled by forces more powerful and uncaring than we can conceive and they'll never let it get better down here. What would you do?
      Anne: I'd get this truck packed before the new stuff gets here. Wanna give me a hand?
      Gunn: I do.

    • Angel: I want you all to do something for me, for yourselves: take the day off.
      Spike: What?
      Gunn: Angel, if we're planning to assassinate the power elite of the apocalypse tonight, shouldn't we be cowboying up?
      Angel: We'll be ready, but today, I want you guys to go out. Live. Do whatever you want. Live the day like it's your last...because it probably is.

    • Wes: Your influence over this world is over. The rest of the circle will wither and die like you're about to.
      Vail: You don't know who you're dealing with, do you, boy? (Vail absorbs Wes's fireball) I mean really. I crap better magic than this. Now then, let me show you what a real wizard can do.

    • Wesley: There is no perfect day for me, Illyria. There is no sunset or painting or finely aged scotch that's going to sum up my life and make tonight any... There is nothing that I want.
      Illyria: You want to be with Fred.
      Wesley: Yes. Yes, that's where I'd be if I could.

    • Wesley: (To Illyria) The first lesson a Watcher learns is to separate truth from illusion. Because in the world of magics, it's the hardest thing to do. The truth is that Fred is gone. To pretend anything else would be a lie. And since I don't actually intend to die tonight, I won't accept a lie.

    • Angel: If the next words out of your mouth are "Kill Spike," I just might have to kiss you.

    • Vail: (to Illyria) How very touching his meaningless death was. But this fight was never for mortals. Take your best shot, little girl.

    • Spike: What do you think all this means for that Shanshu bugaboo? If we make it through this, does one of us get to be a real boy?
      Angel: Who you kidding? We're not gonna make it through.
      Spike: Well, long as it's not you.

    • (as the building starts rumbling)
      Eve: What the hell's going on?
      Angel: Looks like we're getting kicked out of the garden, Eve.
      Eve: Where's Lindsey?
      Angel: He's not coming for you.
      Eve: You...
      Angel: It's time to go.
      (Angel runs out while Eve remains behind)
      Eve: (grim tone) Go where?

    • Spike: And in terms of a plan?
      Angel: We fight.
      Spike: Bit more specific?
      Angel: Well personally, I kinda wanna slay the dragon. Let's go to work!

    • Spike: Hello, Junior. The name's Spike. And lucky for you I'm on a strict diet.

    • Harmony: Oh, my God.
      Angel: Hamilton...
      Harmony: He's not my boyfriend! I mean I certainly didn't betray you!
      Angel: Drop the act, Harm.
      Harmony: It's not an act, I'm really this nervous!
      Angel: I knew you'd turn on me, I just didn't know when.
      Harmony: What do you mean you knew?
      Angel: Loyalty really isn't high on your list.
      Harmony: Oh, is that right? I'll have you know I am damn loyal, dumbass.
      Angel: You betrayed me. You are betraying me now, even as we are talking.
      Harmony: Because you never have any confidence in me!
      Angel: No, because you have no soul!
      Harmony: I would if you had confidence in me!
      Angel: Get out of the building.
      Harmony: Are you firing me?
      Angel: Among other things, yes.
      Harmony: Do you think I could get a recommendation?
      Angel: Yeah, okay.
      Harmony: But see, if you don't so much live as the other thing, how...
      Angel: It's already in the desk.

    • Harmony: (her last line) Good luck. Um... may the best man win?

    • (Building rumbles.)
      Connor: Uh, that's not good, is it?
      Angel: Wolfram & Hart. Looks like they're taking the gloves off.
      Connor: What do we do?
      Angel: You go home.
      Connor: Huh?
      Angel: This is my fight.
      Connor: That's some serious macho--Aah!
      (Building begins to collapse)
      Angel: Go
      Connor: They'll destroy you.
      Angel: As long as you're okay, they can't. Go.

    • Lindsey: If you want me, I'm on your team.
      Angel: I want you, Lindsey. (a beat) I'm thinking about rephrasing that.
      Lindsey: Yeah, I think I'd be a lot more comfortable if you did.

    • Gunn: (after killing Senator Brucker and the rest of her vampire aides gang up on him) And y'all wonder why people don't vote.

    • Angel: This may come out a little pretentious but... one of you will betray me. (Spike raises his hand) Wes.
      Spike: Oh. Can I deny you three times?

    • Sebassis: The circle does not abide secrets.
      Angel: Which is interesting for a secret society.

    • Vail: Aah! Sebassis! Your manservant has become tangled in my bodily fluids again!
      Sebassis' Slave: Eeep!
      Angel: My people are the problem?

    • Angel: I don't remember what it was like... being human. It was too long ago.
      Harmony: Not so great. Zits. Dandruff. Mortality. Although I do remember... my heart. And the way it would thump when I kissed a really hot boy for the first time. That was cool.

    • Angel: Need to get some things done, pay a quiet visit to Archduke Sebassis. I'd like to keep our liaison out of the loop.
      Harmony: Out of the loop? That's where I live.

    • Angel: (to Lindsey about W&H) Maybe they're not there to be beat. Maybe they're there to be fought. Maybe fighting them is what makes human beings so remarkably strong.

    • Angel: I happen to be the greatest mass-murderer you've ever met.
      Lindsey: Never given you props for that, have I?

    • Lorne: (to Angel) Yeah. Say, any other tips on how to be a hero we could share with the boys and girls at home?

    • Lorne: (singing, living the day as if it were his last)
      If I ruled the world,
      Every day would be the first day of spring,
      Every heart would have a new song to sing,
      And we'd sing of the joy every morning would bring...

    • Spike: (in a bar, his last day) Ahh, nice crowd.
      Bartender: It can get pretty ugly in here, I gotta warn you.
      Spike: What I'm after. Couple more shots of courage, and I may make my presence felt.
      Bartender: Your funeral.
      Spike: Well, I never had a proper one.

    • Connor: So she's a werewolf.
      Angel: And an art student. She does this great pottery. (grins) She made me a vase.

    • Connor: (to Angel) Yeah, they're mixed in there with the new ones. Kind of like, uh...a bad dream I had, I guess. A very strange and violent -- at times, inappropriately erotic -- dream.

    • Lindsey: What are you thinking about?
      Eve: Angel.
      Lindsey: You simply couldn't have said a worse thing than that.

    • Gunn: I was hoping it'd be vamps. I haven't dusted nearly enough this year. (to Spike) No offense.
      Spike: That's all right.

    • Angel: Spike.
      Spike: Right. First off I'm not wearing any amulets, no bracelets, broaches, beads, pendants, pins or rings.
      Angel: Fine. All you need is a rattle.
      Spike: Aah, the baby.

    • Lindsey: You don't trust me. You don't think a man can change?
      Lorne: It's not about what I think. This was Angel's plan.
      Lindsey: Come on. I could sing for you.
      Lorne: I've heard you sing.
      (takes out a gun with a silencer and shoots Lindsey twice in the chest)
      Lindsey: Why, why did you...
      Lorne: One last job. You're not part of the solution, Lindsey. You never will be.
      Lindsey: You kill me? (collapses to the floor) A flunky? I'm not just... Angel... kills me. You don't... Angel...
      (his body goes limp)
      Lorne: Good night, folks.

    • Angel: (punches Hamilton) Did that hurt at all?
      Hamilton: Little bit.

    • Illyria: You will last ten minutes at best.
      Gunn: Lets make them memorable then.

    • Angel: What are you doing here?
      Connor: You come for coffee and the world's not ending? Please!

    • Illyria: Wesley is dead. I'm feeling grief for him, I can't seem to control it. I wish to do more violence!
      Spike: (Seeing massive horde of enemies) Well, wishes just happen to be horses today.
      Angel: Among other things.

    • (Spike reads poetry at a bar.)
      Spike: "My soul is wrapped in harsh repose,
      Midnight descends in raven-colored clothes,
      But soft...Behold!
      A sunlight beam,
      Cutting a swath of glimmering gleam.
      My heart expands,
      'Tis grown a bulge in it,
      Inspired by your beauty... effulgent."
      Man: Yeah! (applause) That was great, man.
      Spike: Thank You. That was for Cecily. This next one's called The Wanton Folly of me Mum.

    • Hamilton: Why do you keep fighting? You signed away your Shanshu. There's nothing in it for you anymore.
      Angel: People who don't care about anything will never understand the people who do. (Hamilton punches Angel across the room)
      Hamilton: Yeah, but we won't care. (Connor hits Hamilton, knocking him through the window)
      Connor: Care about that, Dress-for-Less?

    • Illyria: I will shred my adversaries. I'll pull their eyes out just enough to turn them towards their mewling, mutilated faces.
      Wesley: You're a very inspirational person, have I mentioned that?

    • Gunn: Okay, you take the thirty thousand on the left.

    • Hamilton: Let me say this as clearly as I can. You cannot beat me. I am a part of them. The Wolf, the Ram and the Hart. Their strength flows through my veins. My blood is filled with their ancient power.
      Angel: Can you pick out the one word you probably shouldn't have said? (bites him, punches him) Wow! You really are full of it.

    • Lindsey: Those guys were chumps.
      Lorne: Now they're chunks.

    • Illyria: I'll make trophies of their spines.
      Angel: Good to have you on the team.

    • Lindsey: You gave up immortality for me. It's like some kind of fairy tale.
      Eve: We don't live in a fairy tale.

    • Connor: So vampires really don't get the concept of "jokes."
      Angel: I get the concept of jokes. I was at the taping of the first Carol Burnett Show. Tim Conway was on fire. It was special.

    • Connor: Have you ever written a resume before? Ever?
      Angel: No. But I have very nice handwriting.
      Connor: You girl.

    • Illyria: (To Gunn) Try not to die. You are not unpleasant to my eyes.

    • Illyria: Would you like me to lie to you now?
      Wesley: Yes. Thank you, yes. (Illyria changes to Fred) Hello there.
      Fred: Wesley. My Wesley.
      Wesley: Fred. I miss you.
      (They kiss)
      Fred: It's gonna be okay. It won't hurt much longer. And then you'll be where I am. We'll be together.
      Wesley: I... I love you.
      (Both are crying)
      Fred: I love you. My love. Oh, my love...

  • NOTES (13)

    • This episode was nominated for a Hugo Award for Dramatic Presentation: Short Form.

    • Joss Whedon discussed the final battle in SFX Magazine.
      "Gunn is dead. Illyria keeps fighting. Angel loses an arm. Spike gets Shanshu. And Xander loses another eye, which is funny, because he isn't even there."

      This is all said in humor.

    • Because "Welcome To the Hellmouth" and "The Harvest" were shown together as the two-hour premiere of Buffy the Vampire Slayer, Angel and Harmony are the only characters to appear in the premiere of Buffy and the finale of Angel.

    • According to the DVD Commentary, the alley where Angel, Spike, Gunn & Illyria get ready to fight the demons is the same alley used in Season 1 where Angel and Faith were fighting at the end of the episode "Five By Five."

    • "Not Fade Away", "Just Rewards", and "Shells" are the only episodes on the Angel season five DVD release to contain the "Previously On" sequence.

    • Alleys are used a lot in Angel, as the title sequence ends in one, Liam (Angel) died in one, Darla died and Connor was born in one, the Beast appeared in one, and now it looks like Angel, Spike, Gunn and Illyria are going to die in one.

    • At the end of the UK (Sky One) airing of this episode, the WB's montage of scenes was played with the WB logo at the end being replaced with the Sky One logo.

    • Out of a total 110 episodes of Angel, Alexis Denisof (Wesley) has appeared in exactly 100 of them. He was not in the first 9 of the series and was absent from episode 5x08 "Destiny."

    • Counting Spike, Angel, and Wes, a total of 17 characters have crossed over from Buffy onto Angel.

    • Joss Whedon says that this entire season represents the Bush administration's handling of the war on terror. Angel joined Wolfram and Hart hoping that its power could help him and his team fight evil from the inside. When Angel finally realizes that they have all been corrupted and the apocalypse is occurring right under their noses, Joss explained, it was to resemble how the focus of the war on terror shifted to Iraq instead of remaining on the Taliban in Afghanistan where it belonged.

    • Joss Whedon was originally supposed to direct this episode but because of his commitment to the Firefly movie Serenity he was unable to do so. Therefore Jeffrey Bell directed this episode instead. Jeffrey Bell was originally scheduled to direct "The Girl In Question" (5x20).

    • After the episode ended, the WB showed a montage of scenes from the show over the past 5 years as a 'Thank You' to all loyal viewers.

    • Angel has the last line of the series. He says, "Let's go to work," right before the final fade-out.


    • Spike: And how do you know that, Kreskin?
      The Amazing Kreskin was a popular televised mentalist in the 1970s who made predictions.

    • The Wilhelm scream can be heard while Lindsey and Lorne are fighting the Sahvrin demon clan.

      The Wilhelm scream is a stock sound effect used in many films and TV shows that has become somewhat of an in-joke among sound designers.

    • Title
      Not Fade Away is the title of a song by Buddy Holly. It has since been covered by many other artists including The Rolling Stones, The Grateful Dead, Foreigner, and Ben Harper.

    • Angel: This may come out a little pretentious, but... one of you will betray me. (Spike raises his hand) Wes.
      Spike: (disappointed) Oh. Can I deny you 3 times?

      Angel is referring to the Biblical story of the Last Supper in which Jesus says that Judas will betray him.

      Spike, in turn, is referring to the same story in which Jesus also says that Peter will deny him three times before dawn.

    • Spike: Well, wishes just happen to be horses today.
      This is based on an old proverb/rhyme:

      "If wishes were horses, beggars would ride.
      If turnips were swords, I'd wear one by my side.
      If ifs & ands were pots and pans,
      there'd be no need for tinkers' hands."

    • Angel: Looks like we're getting kicked out of the garden, Eve.
      Another joke on Eve's name. According to the Bible, after Adam and Eve sinned by eating from the fruit of the forbidden Tree of the Knowledge of Good and Evil, God kicked the two out of the garden of Eden.

    • Hamilton: We are legion. We are forever.
      This alludes to the Bible passage in which Jesus meets a man who is possessed by demons. When he begins to exorcise the demons he asks their name and they reply, "We are Legion, for we are many."