Season 5 Episode 16


Aired Wednesday 9:00 PM Mar 03, 2004 on The WB
out of 10
User Rating
475 votes

By Users

Episode Summary

Angel and Spike return from England defeated, knowing that the ancient demon Illyria has completely taken over Fred's body and soul. Upon learning that Knox and Gunn have each contributed to her demise, Wesley is bent on revenge and Angel tries everything to restore Fred, including calling on an old friend from Sunnydale. Meanwhile, Illyria tries to locate an ancient temple where she believes she will find an army ready to help her destroy mankind.moreless

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  • Bye bye Fred


    The Good;

    Great battles and some real heartbreak for Wes and Gunn. Also like the skeleton key gag.

    The Bad;

    Why do Wes and co keep attacking Illyria with swords etc when his axe just shatters off her head in the opening scene? Illyria mispronounces 'Offal'. The ending is perhaps a little overly maudlin compared to 'You're welcome'.

    Best line;

    Harmony; "Sorry boss, if I'd have stopped her in Gunn's office..."

    Angel; "Did you get chucked out a window?"

    Harmony; "No"

    Angel; "Then you're one up on me!"

    Jeez, how did they get away with that?

    Wes stabs Gunn

    Apocalypses: 5

    Angel Cliches

    Subverting the Hollywood cliche;

    Illyria; "My last high priest was taller"

    plus Angel doing his 'save humanity' speech only for Wes to give Knox some Frank Castle style therapy with his Colt 45 (and I'm not talking about the beer!)

    In disguise; 8

    DB/JM get's his shirt off; 18,

    Cheap Angel; 8

    Fang Gang in bondage:

    Cordy: 5

    Angel: 15

    Wes: 8

    Gunn; 8

    Lorne; 6

    Fred; 5

    Spike; 6

    Fang gang knocked out: Wes by Illyria

    Cordy: 15

    Angel: 20

    Wes: 10

    Doyle; 1

    Gunn; 4

    Lorne; 8

    Groo; 1

    Connor; 1

    Faith; 1

    Fred; 7

    Spike; 5

    Kills; Wes kills Knox

    Cordy: 5 vamps, 3 demons

    Angel; 48 vamps, 67 and 1/2 demons, 5 zombies, 12 humans, one werewolf and one cyborg

    Doyle; 1 vamp

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

    Kate; 3 vamps

    Faith; 18 vamps, 6 demons, 3 humans.

    Gunn; 11 vamps+ 15 demons, 5 zombies, 1 human.

    Groo; 1 demon

    Fred; 3 vamps+ 14 demons, 5 zombies

    Connor; 16 vamps, 5 zombies, 2 demons, Jasmine

    Spike; 21 vamps, 12 demons+1 human+one parasite

    Fang Gang go evil:

    Cordy: 3

    Angel: 3

    Gunn; 1

    Wes; 1

    Alternate Fang Gang;

    Cordy: 4

    Angel: 12

    Fred; 3

    Wes; 1

    Gunn; 1

    Connor; 1

    Lorne; 1

    Characters killed:


    Recurring characters killed;


    Total number of Angel Investigations; 5,

    Angel, Gunn, Lorne, Wes, Spike

    Angel Investigations shot: although it's a wonder, they run in front of their SWAT team's guns?

    Angel: 14

    Wes; 2

    Packing heat; Wes armed to the hilt this ep

    Wes; 13

    Doyle; 1

    Angel; 4

    Gunn; 3

    Fred; 5

    Notches on Fang Gang bedpost:

    Cordy: 5 ?+Wilson/Hacksaw Beast+Phantom Dennis+Groo+Connor plus possibly the Beast

    Angel: 6; Buffy, Darla, The Transcending Furies, Eve

    Wes; 3 definite; Virginia, the bleached blonde and Lilah, 2 possible, Justine, Fred

    Gunn; 2 Fred and Gwen.

    Fred; 1 Gunn, 1 possible Wes

    Groo; 1Cordy

    Spike; 3-Buffy, Anya, Harmony

    Kinky dinky:

    Knox's mum thought he was reading porn. Let this be a lesson to us all, let your children read porn otherwise they'll turn into the crazed acolyte of an ancient demon warrior-goddess who plots to destroy humanity. Illyria strips in front of Knox. Spike agrees Harmony has a degree in tearing things up, his back? Angel refers to Jasmine violating CC. Harmony fancied Knox.

    Captain Subtext;

    Harmony has great insight for a vamp, telling Wes the girl of his dreams loved him. She also comments that Knox's Rick Springfield screensaver opens a whole new bunch of questions.

    Know the face, different character; 7

    Parking garages;


    Guantanamo Bay;

    Everyone tortures everyone else, it's the Spanish inquisition! Love the way Wes is glad that Knox is tortured even before he knows Knox is a traitor.

    Buffy characters on Angel; 17

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

    Questions and observations;

    Note the weapons lined up by Fred's bedside. Harmony talks of her 'pound of flesh', a term from The Merchant of Venice which also features a climactic courtroom scene. Lornes isolation gradually growing. Willow is in Tibet, looking up Oz? Wes comments "Never a witch around when you need one", his wife of course Alysson Hannigan. 'Old ones' very Babylon 5 term. Note with the exception of Harmony who isn't part of AI Angel is now an all-male production? Is Fred's soul actually destroyed? Is that possible?

    Knox comments that humans have conquered demons through opposable thumbs, fire, TV and sneakiness. Guess that settles the whole astronauts vs cavemen debate, the astronauts win out. Illyria know's WR&H of old? She could be a mine of info on them. Do you think she knew Glory too? She learns the hard way that the ravages of time wait for no man and can even bring a goddess to her knees. We see Wes pack away Fred's Roy Rogers commemorative plate which she mentioned to Knox about in an earlier ep. AI seems to rapidly be becoming the place for people with nowhere else to go. Harmony makes herself incredibly useful in this ep, even figuring out the cellphone messages.

    Marks out of 10; 8/10

  • Shells

    Shells was a perfect and very entertaining episode of Angel as Illyria has taken over Fred's body as a shell for her existence. I thought this episode had an interesting story and good character driven scenes. There was action, intrigue, humor, and great supernatural happenings. I think Illyria is a really great villian, however she goes through a lot of trouble and loses Knox only to find that her army no longer exists and her temple has been destroyed. I enjoyed watching the other characters have their issues played out as well, such as Gunn and Wesley. The end of this episode was a sweet way to say goodbye to Fred!!!!!!!moreless
  • Dream of a place called home...

    A power-house of an episode and easily one of my all-time favourite Angel episodes. It's not quite 'A Hole in the World' good, but it's a magnificent follow-up from my favourite episode of Angel. The dialogue, the acting, and the direction were all superb. There are so many references to older episodes and even Buffy, it's a real treat from start to gut-wrenching finish!

    Kudos, Kudos and more Kudos have to go to Amy Acker and Alexis Densiof, they both give such tremendously good performances. Too good! Amy plays Illyria with such distinctive mannerisms and alters her tone of voice completely to create a character so devoid of Fredisms you really do have to look twice to make sure it's the same actress! Her big blue eyes were hypnotizing, and her dialogue was outstanding, as well as utterly bonkers. Her costume and make-up were also extremely well done, so brava to all involved!

    Alexis takes Wesley to another new level of torment, despair and beyond 'all reason', it's an acting tour-de-force and easily a series best for an actor who has had to juggle a character so complex and multi-layered, to the point where you think you've seen it all and then wham, this episode happens. Wesley is taken through the ringer and the flood gates have opened – no one is safe. Not only does he stab long time friend, Gunn, but he even has the nerve to interrupt Angel during one of his rousing speeches. Oh wait, I mean he killed knox without a moment's hesitation! He's a far-cry away from the fumbling buffoon of season 1, even his darker moments of season 3 and 4, with Connor and locking Justine up in his closet. Powerful stuff.

    With a razor-sharp script, this is must-watch TV, an impressively trenchant display of action-drama done right. Everyone is at the top of their game in this one and Angel continues its streak of strong episodes coming up to the end. Of course I'm still gutted they had to kill off Fred, and it's even worse given they totally annihilated her character – no soul, no possible way of ever coming back or finding eternal peace – but we do get Illryia as a constellation prize, which makes up for it. Sorta. And that ending? Oh-so sad =( Doyle, Cordy and now Fred…sniffles.moreless
  • "Is there anything in this life but grief?"

    Continuing from where the last episode left us, Illyria has now completely taken over Fred's body, and it's obvious it's a whole different ballgame now. I might regret saying this, but I do like Illyria in a way, especially at the end of this episode. I have a rage in me that wishes Fred was alive and none of this would have happened, but for some reason this just makes things more interesting.

    I'm glad Illyria's temple and army are no longer in function, leaving Illyria without her backup, and stuck in this world that she doesn't understand. It must be heartbreaking for Wesley to have to go through all of this, and the actor's portrayal of the hurt he's going through is amazing. I even understand why he stabbed Gunn.

    The season has taken a turn for the better. I might not agree that the first part of the season was bad because I found it tolerable and okay. Plus, it's episodes like these that make up for it. I liked the conversations Spike and Angel had throughout the episode, and I'm looking forward to seeing what's up next.

    Oh and yeah... it was great seeing Knox shot to death; Wesley had all the right in the world to do that. The last scene was heartbreaking to watch... it was probably the last glimpse of Fred we'll ever see.moreless
  • "If the world is truly overrun by humans.. then I have work to do".

    It is very hard to follow up on an episode as outstanding as "A Hole In The World" but Shells did so excellently. Unlike the awful "Why We Fight" which followed Cordy's death, Shells is almost as good as the last episode! It was emotional, shocking and action packed. Illyria's first real episode and even though she killed the adorable Fred, I can't hate her because she's simply too awesome. It's hard to watch her at times as she looks like Fred but I just love her character. She's unintentionally funny and scary at the same time. The bit where she throws Angel through 2 windows, having him crash about 50 stories before hitting the ground showed her power. The fight between her, Wesley, Angel and Spike is one of my all time favourites. She completely slaughtered them within a minute and finished off saying "Unimpressive". Her complete disregard for humans shows she's just not in any way frightened of them and that makes her a formidable foe.

    The fact at the end that she decided to give up her evil ways was slightly unrealistic but I'm glad of it. Illyria is a good presence with Angel Investigations and I'm glad Wesley agreed to help her fit in. I love Illyria's look too- her costume is amazing and her makeup and hair incredible. She looks every inch mystical and frightening.

    I loved the last scene as well- especially the little spark of Fred saying her last words. It is very moving scene and makes you appreciate how much Wesley really loves Fred. The montage with the music at the end is incredibly sad and powerful- it's a beautiful moment and seeing Fred getting in the car and leaving for L.A. was just so sad, as we know what's in store for her.

    Gunn annoyed me LOTS here by not immediately owning up to his part in Fred's death. He was so annoying but I got where he was coming from. Wesley stabbing him was a great moment; shocking and it makes you feel for what Wesley's state of mind is. Harmony showed that she isn't all dumb blonde here with her statement "The girl of your dreams loved you. That's more than most people get". A great statement and I loved her face when she saw Illyria. Harmony really felt bad at Fred's death and I like her more after this.

    Shells is an amazing episode in all senses- it was the perfect followup to a AHITW and was moving and shocking. A truly brilliant episode.moreless
Marc Vann

Marc Vann

Doctor Sparrow

Guest Star

Jennifer Griffin

Jennifer Griffin

Trish Burkle

Guest Star

Jonathan M. Woodward

Jonathan M. Woodward


Recurring Role

Mercedes McNab

Mercedes McNab

Harmony Kendall

Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (1)

    • In the scene where Knox and Illyria go back to her sarcophagus, Knox's wounds (right cheek, right side of nose, and right lower lip) are big and heavily bleeding. The scene cuts away to Angel, Wes, and Gunn where Angel's trying to get Giles to locate Willow. When it comes back to Knox and Illyria no significant times has passed, and Knox's wounds are smaller, less bloody, and the lower lip barely shows any signs of trauma at all.

  • QUOTES (24)

    • Harmony: Who did he think he was fooling? You know, apart from all of us.

    • Angel: Gone. What does it mean that she's gone?
      Spike: Well, in the world of men, a person dies, they stay that way.
      Angel: Unless you're a vampire.
      Spike: Or the ghost of one that saved the world.
      Angel: Or Buffy.

    • Harmony: How could you do that? To your friends? To Fred?
      Gunn: Because I was weak. Because I wanted to be somebody that I wasn't. Because I don't know where I fit. Because I never did. Because a thousand other reasons that don't mean a damn because she's gone. (crying) She's gone... and she's not coming back because of me. I did this, and I'm sorry. I'm sorry.

    • Angel: (on phone with Giles) Yeah we're still here at Wolfram & Hart. What does that have to do with anything? Yeah, I understand. (hangs up and throws the phone at the wall smashing it to pieces) We're on our own.

    • Angel: What the hell did you do?
      Wesley: What I had to.
      Angel: I don't remember seeing "stab Gunn" on the agenda this morning.
      Wesley: I avoided the major organs. He'll probably live.
      Angel: Is that supposed to make it all right?
      Wesley: Nothing is all right! Nothing will ever be all right.
      Angel: We'll get her back, Wes.
      Wesley: No, we won't. Fred's soul… her soul was destroyed resurrecting Illyria.

    • Illyria: My world is gone.
      Wesley: Now you know how I feel.

    • Illyria: You've destroyed my Qwa'ha Xahn.
      Spike: Yeah, okay, but you've gotta admit, he had it coming.

    • Harmony: You gonna torture him?
      Gunn: Thinkin' about it.

    • Spike: Can't even get drunk. Why would anyone ever make a bottle this small? (holds up a tiny bottle of Jack Daniel's, stares at it) It's inhuman. (later) It's like a bloody tease. (holds up the bottle at arm's length) It's like, "Here's what a bottle of Jack would look like if you actually had one," or (pretends to look through a telescope), "here's a drink, but it's very far away."

    • Harmony: Come on, I got a degree in tearing things up.
      Spike: Never a truer word.

    • Angel: What'd you get out of the doctor?
      Spike: Screams. Various fluids. And a name.

    • Illyria: The Wolf, Ram, and Hart? In my time, they were weak...barely above the vampire...
      Knox: Well, uh, guess they beefed up...

    • Angel: It's the soul that matters.
      Spike: Trust us. We're kind of experts.
      Gunn: What about her... if her organs have been liquified?
      Spike: (Raising hand) Flash-fried in a pillar of fire, saving the world... I got better.

    • Wesley: (looks out at the lab) There's love. There's hope... for some. There's hope that you'll find something worthy... that your life will lead you to some joy... that after everything... you can still be surprised.
      Illyria: Is that enough? (looks at Wes) Is that enough to live on?

    • Spike: This is what she would have wanted. It's what I want. I don't really like you. Suppose I never will. But this is important, what's happening here. Fred gave her life for it. The least I can do is give what's left of mine. The fight's comin', Angel. We both feel it...and it's gonna be a hell of a lot bigger than Illyria. Things are gonna get ugly. That's where I live.

    • Harmony: Sorry, boss. Maybe if I stopped her back in Gunn's office...
      Angel: Did she toss you out a window?
      Harmony: No.
      Angel: Then you're one up on me.

    • Angel: (on phone) All right, look... What do you mean she's not on this plane? You just said...Astral projection? Well, is there any way to get her astral over to L.A.? Giles, this is an emergency! No. No, I'm not going...Don't put me on hold!

    • Angel: What you're trying to do, raise your army, reclaim your world, innocent people would die. Like Fred. I can't let that happen.
      Illyria: You are the protector of these creatures?
      Angel: Yes.
      Illyria: You'd fight for their lives?
      Angel: Yes.
      Illyria: (looks to Knox) Even this one?
      Knox: Is that an issue? Is my life in peril, boss? King?
      Angel: You're about as low as it gets, Knox, but you're a part of humanity. That isn't always pretty, but it's a hell of a lot better than what came before. (To Illyria) And if it comes down to a choice between you and him, then yes, I would fight for his life, just like any other human's. Because that's what people do. That's what makes us...
      (Wes shoots and kills Knox) Were you even listening?

    • Illyria: Your breed is fragile. How is it they came to control this world?
      Knox: Opposable thumbs. Fire. Television.

    • Illyria: Two half-breeds and a band of primitives. Is this all that challenges me now?
      Angel: That, and a whole lot of bullets.

    • Illyria: My last Qwa'Ha Xahn was taller.

    • Wesley: You tied Knox up.
      Harmony: We're gonna torture him.
      Wesley: Good. Why?

    • Wesley: I've been unreasonable, because I've lost all reason.

    • Illyria: This is grief. I'm watching human grief - it's like offal in my mouth.
      Wesley: If you stay here you'll taste it every day. Every second. Look. Humans rule the earth. They will last for millennia, like roaches crawling everywhere. Crying and sweating and puking their feelings all over you. Go back. Sleep until the humans are gone. They are stupid and weak. They'll kill each other off, and you can return to the world you deserve. Leave this shell.

  • NOTES (6)

    • Continuity mistake: In the scene where Knox and Illyria go back to her sarcophagus, Knox's wounds (right cheek, right side of nose, and right lower lip) are big and heavily bleeding. The scene cuts away to Angel, Wes, and Gunn where Angel's trying to get Giles to locate Willow. When it comes back to Knox and Illyria no significant times has passed, and Knox's wounds are smaller, less bloody, and the lower lip barely shows any signs of trauma at all.

    • Gunn's offhand comment about Barry Allen ("The Flash") in this episode is not the first time that the character has made obscure comic book references. He also did so in "Supersymmetry" (4x05). Gunn may be a bit of a comic book nerd beneath all of that rough exterior.

    • The song played at the end of this episode is "A Place Called Home" by Kim Richey.

    • After this episode, the WB started airing the "countdown to the end of Angel" special promos.

    • The lobby where Illyria enters the portal is the same building where Faith shoots her crossbow at Angel in "Five by Five" (1x18) as well as the library's main entrance in "Belonging" (2x19). It also appeared in "Fredless" (3x05) in the bus station Fred goes to.

    • This marks the 3rd time Jonathan M. Woodward has been killed on a Joss Whedon series. He previously died on the Buffy the Vampire Slayer episode "Conversations with Dead People" (7x07) and on the Firefly episode "The Message."


    • Gunn: ...or there won't be enough of you to stitch back together Frankenstein.
      Gunn makes reference to the book Frankenstein written by Mary Shelley, or more specifically to a character Dr. Frankenstein who preformed grotesque experiments and eventually built a monster.

    • Gunn: She pulled a Barry Allen. (everyone stares) Jay Garrick?
      Gunn is referring to the Flash, the superhero speedster of DC Comics. Presumably Gunn is a fan of old-school - the current Flash is Bart Allen, Barry Allen's descendant from the future. Jay Garrick was the original Flash in the 1940s, wearing a winged helmet rather than the familiar red and yellow suit of the later version.