Angel

Illyria sees her new form for the first time.
Wes sees it too and tries to convince Illyria to leave Fred's body and come back when the humans are gone from this world.
She tells Wesley that she couldn't leave Fred even if she cared to... Fred is gone, rotted through.

Angel and Spike return from England to find that Gunn and Harmony have Knox tied up. Wes arrives to tell them Fred is "gone". Knox explains that he chose Fred to be Illyria because she was the most worthy person he knew.

Gunn tells them that Illyria's sarcophagus was stuck in customs and someone signed off on its delivery, but doesn't admit it was him.

Angel tries to call Willow for help, but gets Giles who won't help him since he's running Wolfram & Hart.

Illyria shows up and grabs Knox. Knox tells her he is her servant & guide to this world. He is the one who summoned her and they are bound together. Illyria uses the sarcophagus to outfit herself in some cool sexy armor and escapes Wolfram and Hart with Knox in tow.

Wes and Harmony search Fred's lab and find clues that lead them to the doctor who gave Gunn his brain mojo. Wes arrives to find Gunn already there. Wesley hears the doc tell Gunn that there is no way to bring Fred back. Her soul has been consumed and it's all because of his deal to release the sarcophagus in exchange for his permanent brain upgrade.

Wes can't forgive that Gunn knew what was happening and didn't say anything... so he stabs him.

Spike tortures the doctor and finds out about her temple, Vala Ha'Nesh, where her army of doom is awaiting her return.

Illyria takes Knox to the entrance to her temple and attempts to open the gateway, but it is blocked. Knox tells her that Wolfram and Hart probably put a lock on it and Illyria is surprised, in her time The Wolf, Ram and Hart were weak. Knox pulls some mojo out of his bag to unlock the gateway.

Angel, Spike and Wes show up. Angel tells Illyria she can't have this world. He's the protector of humanity... his big long speech is interrupted by Wesley shooting Knox.

Illyria is irked, they battle, Illyria pulls some Matrixy moves, says she is unimpressed by their battle skills and opens the gateway to Vala Ha'Nesh. She steps through the gateway followed by Wesley. The temple is gone, nothing but ruins now. She is stunned. Wesley has a gun to her head, but can't shoot her.

back at Wolfram and Hart Spike tells Angel that he's staying to help fight Illyria because it's what Fred would have wanted and because it's what he wants.

Wesley is packing up Fred's things in her lab when Illyria shows up. She tells Wes that Fred can't come back, but parts of her remain inside, memories... she speaks in Fred's voice... Wesley tells her to leave.

She says she has nowhere to go, she is unsure of herslef, she exists here now and must learn to walk in this world and she needs Wes' help to do that. Wesley says she cannot kill, she has to learn to change.

Illyria: If I abide you will help me?
Wesley: Yes.
Illyria: Because I look like her?
Wesley: Yes.