Season 5 Episode 16


Aired Wednesday 9:00 PM Mar 03, 2004 on The WB

Episode Fan Reviews (18)

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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!!!!!!!
  • 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.
  • "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.
  • "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.
  • The gang attemps to bring down Illyra while also trying to bring back Fred after her death.

    Terribly sad, but nessisary to happen in order to progress with the season. extremly difficult to watch but is an overal good episode.This marks the death of all the female collegues. It made the charectors realize how important Fred is, even though throughout the show basicly everybody who's ever met her has instantly loved her, which makes her the most loveable charector and horribly difficult to watch her die. While tecnicly she died in "A hole in the world", nobody ever delt with it, as that is basicly what this episode is for. Watching them all grieve with denile, anger, barganing, violence, and complete loss of all sense.
  • Blue Ambition

    Shells-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.

    Now, after such a powerful episode like "A Hole In The World", you would think the next episode couldn't get any better for us faithful viewers or any worse for Team Angel. But "Shells" is no push over to it's predecessor! It's in fact, slightly better! Which is surprising since "A Hole In The World" was dramatic perfection! "Shells" has everything that "A Hole in the World" has, but with more intensity of the drama, terrfic special effects and stunning deplay of action sequences! I have to say the character of Illyria is a true testament to Amy Acker's acting ability. She switches from tiny Texcian to Blue badass with such ease she makes the contrast between Angel and Angelus seem quite slim! Illyria herself is a refreshing character as well as formitable foe for the gang. The way she moves so precise and speaks with such class makes her distinct, not only to Fred as character but other villains! The best aspect of the episode is watching this Old One in action. I mean we've seen powerful beings on Angel before like last season's Jasmine and The Beast, but her power obviously surpasses theirs. From sending people flying as easily as blowing out a candle to her manipulation of time and opening portals to other dimensions! You realize this chick is the definition of unstoppable!

    The acting still remains sky high as Alexis Denisof continues to effortlessly express Wesley's endless grief. His ruthlessness throughout this hour was breathtaking as he shot Knox (who desired it by the way, the freak!) to stabbing Gunn (WHOW!) and struggling to think straight. Speaking of Gunn, the revelation of his part in bringing back Illyria is sad, especially how Gunn takes it. J. August doesn't get enough credit for his acting as much as the rest of the cast and I can truly say he knocks em dead here. I liked that when Harmony questioned why did he do it, he expresses that it's for reasons not important. It just goes to show that the price for what was in his head was just something he needed to fit in, not because it was him, but because the character has always been lost. It's a great character development on Gunn's part, that's needed as the series comes to a close. The episode concludes, after Illyria failing to raise her army, with Wesley and Illyria coming to terms with the situation. Illyria has no reason to stay with Wesley but Fred's essence some how keeps her connected to him. Even though Wesley knows Fred is dead and can't stand the sight of Illyria, they both need each other. Also, the last scene of Fred saying goodbye to her family as she drives off to L.A. with a smile on her face is the saddest sequence ever on Angel. You see so much hope for the future on her face and it just makes the death of Fred harder than it was at the end of "A Hole in The World." All and All, "Shells" is a non-stop powerhouse of an episode with a brilliant new character, amazing effects, stunning action, fantastic dialogue, you name it!
  • The gang tries in vain to bring Fred back and we learn more about Illyria

    We begin where we ended from the previous episode; reeling. Illyria has taken over Freds body and the gang scrambles to find a way to get Fred back. I would love to say that they were successful and Freds soul was restored, but sadly that wasnt the case. Wes finds out that Charles had a hand in the sarcophagus being delivered, and he ends up stabbing him. Illyria has her own agenda, to get back to her temple and her army of doom. But she didnt count on the ravages of time and her temple was pretty much dust. One bright spot: Knox got shot and killed by Wesley. I dont think anyone missed him. Throughout these 2 eps we see Wesley slowly being turned from a man who had finally found his true love to a man who was barely a shell. Ironic and sad. I know Im not going into a lot of details, because you really need to see these 2 eps to really "feel" the impact. The ending of this episode ripped my heart out as we see young Fred departing Texas and driving off toward L.A. and her destiny.
  • Fred's gone and the others have to face bitter reality

    "Angel" is one of the few shows that can allow itself such huge changes of character, if you ask me. You know what I mean? Something similar happened to Cordy in season 4, but I like this storyline even better, because Illyria is so different from everything that has happened on the show before.

    Also, usually things like what happened to Fred can be reversed - and the team had a really tough time dealing with the fact that it's over and Fred's really gone. Especially watching Wes deal with the situation, was tough and very emotional.
    These two definitely belong to my top 5 Angel episodes ever! And I loved Harmony's speech about love!!!
  • I really did love this episode. I loved the plot, the dialogues, the action and the subtext jokes. But something didn't quite sit well with me about that episode. I've never seen a powerful demon forsaking its evil ways so fast

    I would've rated it a "10" but something didn't quite sit well with me about that episode (and Illyria's storyline in general). I've never seen a powerful demon forsaking its evil ways so fast, or being so lost and confused. I mean, this is an "Old one", an ancient demon that lived billions of millions years ago- when evil was truly evil and nightmares walked on the face of the earth- that had its own massive army and still had devoted followers after all those years. You don't get to have all that if you are not one mean devil. But there was something off about her behavior from the start. She (I only refer to it as "she" because it's in Fred's body) was, maybe, snobbish, cold- probably more rude than cold- but she just didn't seem mean to me, not the way ancient demons from before time should be, to my opinion. I imagined Illyria would be the most frightening thing ever and would destroy everything in its path. But Illyria was somewhat of a let down, even her powers weren't that massive and unstoppable. No fire power? The power to slow down time is cool, but it's more fitting to… erm, let's say- a charmed one (and even she could blow up stuff). How can you kick serious ass if your only power is to escape without being noticed and maybe throw someone on a wall occasionally?

    More than that, Illyria's whole behavior was weird. She finds that a human speaking to her is "disgusting", but she doesn't stop conversing with them, showing interest in Wesley's grief (why would she bother noticing it at all?), trying to understand what motives Angel. to battle her. Why does she care? Illyria shows great interest in the insignificant creatures that are humans- in the next episode, she studies Wesley for hours as he sleeps and dreams of Fred. Maybe it's from being stuck to Fred, but she is just so curious! She behaves more like a curious alien that's here to study humans rather than an evil demon that seeks to destroy them all. And what about that twist at the end? Just because her army's gone, she decides to mingle in our world and try to find happiness and fulfillment? What the heck's that?! What kind of ancient devil is this Illyria, to be defeated and thrown out of balance so quickly? Wouldn't you think she'd be going out to recruit and form her army once again? All of a sudden she agrees to be on the good side and fight evil? I think it would've made more sense if at least she'd stay evil for the remaining episodes and change her heart in the last episode, just in time to fight next to Angel and co. Much more sense than her trying to find the meaning of life after only a few hours from her resurrection. The only reason I can think about that probably led to this twist is that they didn't want to have to deal with Illyria- If she was still evil and trying to destroy mankind, Angel and co. would've had to go after her instead of continue to storyline that led to the final showdown.

    But other than that- great episode. I'm not a big "Angel" fan but "A hole in the world" and "Shells" got me very interested in the show.
  • FINALLY a good episode

    afetr some terrible and dissapointing episodes except for you're welcome. we FINALLY get a good episode that makes me think back of the years when angel rocked.

    this episode was kinda sad especially for wesley who lost the woman he so loved. the fight with illyria was awesome! i really liked the little blue b!tch much better than fred much much better! but i must admit that the end made me tear. those 5 minutes were much more sad than the entire last episode.
    well done! season 5 improves from this episode on. finally!
  • Illyria

    This is another episode of tears and heart breaking moments. Seeing again how Fred was one the most beloved members of the group, as Cordy was, and watching Illyria in her body is hard to watch. Especially watching Wes and everyones reactions and adjustments to this constant visual memory of what was lost, what they couldn't save.

    "Someday I'll go where there ain't no rain or snow. Till then I travel alone. And I make my bed with the stars above my head. And I dream of place called home."
  • Fred is dead, an Old One now resides in her body.

    The continuation of A Whole in the World, Amy shows that she is one of the most talented actresses around by completely change from Winifred Burkle to Illyria, the change is even so big that sometimes I forgot that this was the same person who played Fred. The voice and the entire way of doing are so different from what we where used with Fred.

    Shell is an episode which is packed with emotion and action and this time that’s a superb mix, I love seeing Illyria in action and Mike Massa delivers great stunts, as he always does.

    The character of Wesley has changed so much over the last couple of years that I think if you would show this and the previous episode to a person who had only seen him on Buffy the Vampire Slayer of the first episodes of Angel in which he appeared they wouldn’t even recognize him. Even I was a little shocked when he stabbed Gunn. It just shows what love can do with you :P

    Shell is a perfect episode, and ones again I would like to praise Amy Acker for her acting.
  • Season 5 of Angel keeps getting better & better. Spolier warning.

    This is a very solid episode of Angel. Right off the bat we find out that Fred is dead & something is using her body. Wesley tries to kill her, but fails quite miserably. Then evil Fred heads to Wolfram & Hart to cause destruction & get equipped. Angel & company try, but aren't even close to stopping her. They finally find out what evil Fred is trying to do & they also find out that there is a way to save Fred without killing thousands of others. In the end evil Fred gets back to her kingdom Illyria & everything has been destroyed. Her plan has failed. This episode was very entertaining & is a must see for any Angel fan.
  • One of the very best episodes of Angel

    I really loved this ep. It's not the typical ep I like, it wasn't action bound and wasn't particularly thrilling. It had action moments no doubt but it wasn't one of the big grandiose action episodes. But the storyline was brilliant. I fully expected a formulaic ending: evil Fred (who's not Fred) goes on a rampage to conjure her army, the gang fight it and eventually win. But a really nice surprising twist: we are confronted with an old beast who doesn't know her/his position in the order of things anymore. Good and evil become almost blurred and it's a matter of evolution.

    It's more of an evolutionary analysis, but it's as if evil Fred is the used to being the highest in the food chain - the T-rex. Now the T-Rex has come back into an unfamiliar world where they aren't top dog, where cunning, intelligence, back stabbing and greed get one ahead. I took it as not she's evil but just fulfilling a biologically ordained role. Now she has to adapt. She's lost her only connection to the world (her priest) and without her army attempts to befriend Wesley. She needs guidance, she's completely used to killing humans as if they are ants. And to her, she does view them as ants. Would we think twice about crushing an ant? About killing a cow to consume it? To her she is that far up the evolutionary chain to render humans as mere cockroaches to borrow Wesley's simile.

    This all links in with how Gunn feels, he tries to be something he's not in a world he doesn't belong. The knowledge of the law can be intoxicating, lawyers are treated as a proud member of society. People of great learning and knowledge. Completely opposite to his original role as 'muscle'.

    The one line that really stood out for me in this episode isn't the well written end scene where evil Fred and Wes are discussing humanity but when Harmony says "the girl of your dreams loved you, that's more than most people get".

    One of the most brilliant episodes I've seen of the show since it's peak (IMO) of Season 2 and I'd rate it as far up there as Buffy's 'The Gift' in terms of philosophical questions and answers.
  • A good introduction to a god-king on the loose, who seems to be just as lost as, well, the //rest// of us.

    Wes: I've been unreasonable. Because I've lost all reason.


    I don't know why his shooting of Knox came as such as surprise.

    From the beginning of this episode, from breaking a tempered axe on Illyria's unmoved hair, from his attempts to disgust her with her current condition -- humans are everywhere, puking their emotions on you from every direction //go back to where you were// -- he was listening, strategizing, refocusing all of his loss and grief and rage into ... assault.

    His emptiness at the hollowed out husk of Fred, this glowing power inside of it, whose every utterance was madness, vertigo, complete, merciless, unassailably shifting perception -- you are all so tiny, so insignificant -- when seconds before he was her entire world.

    Illyria had no patience for worship. Humanity's regard for her was immaterial. She Was. Knox's awe and rapture was as unbidden and as inconsequential as Wesley's rage.

    In many respects, Wesley became her true Kwa'ha-zaan, her high priest, but getting there was an episode of pain.

    Step One: The doctor, who testified from his limitless medical knowledge that Winifred Burkle's eternal soul was "consumed in the fires of regeneration." Stick to brain boosts and Xray vision, doc, and leave the condition of the soul to more practical theologians like Willow.

    Step Two: Vulnerability. Illyria's mastery over time and space was demonstrated, unassailable. Her raiment -- two rolls of electrical tape (//homina//) and the very fact of her being made her invulnerable, but her little time-freezing trick made her untouchable. Angel's intuition that the gemstone from the sarcophagus gave him power was dead on.

    Step Three: Devastation. As powerful as Illyria was, her army, her temple, these assets, in their destruction, knocked her harder than an axe to the back of her head. Even Wesley's murder of Knox was immaterial to her. On seeing the devastation in her absence, she lost part of her divinity.

    Sacrifice: Knox was only part of it. The refusal of the Scoobies to help lost a phone to the effort. But when Wesley discovered Gunn's part in the arrival of the god-in-the-box ...


    Knife in the gut.

    If Wes could ... share the feelings he'd had for the past 24 hours into a single, physical attack ...

    Observation: This is another compelling reason for why "A Hole in the World" and "Shells" needed to be aired back-to-back rather than separated by a six-week hiatus, the sequence in "A Hole in the World" featuring Gunn singing "Three Little Maids" included Gunn looking into Wesley's eyes saying "If you ever do anything to hurt her ..."

    Gunn tuneful brain boost came ultimately at the cost of Fred, his goodwill with CYNTHIA! -- which had been bruised before, but which was entirely broken with the realization of his involvement, however tangential and unintended -- in her death -- and in the face of Wesley's rage, his physical well-being.

    Knife to the gut.

    Devastation in every direction.

    Illyria's temple.

    Wesley's grief.

    Knox's guilt.

    Gunn's complicity.

    Lorne's collapse.

    Angel's ineffectuality.

    Fred's death.

    And a flicker of hope.

    Illyria, in her loss, returns to W&H, to her sarcophagus, to Wesley.

    With no army, no priest and no power base, she's at loose ends to walk in this world.

    Based perhaps more on the acuity of his loss than anything else, Illyria is drawn to him as her guide.

    "Shells" ends with a fragile alliance between Illyria and Wesley, and through him, with W&H.

    It ends with Wesley packing the contents of Fred's life into cardboard boxes. Packing away the master of chaos.

    With Fred packing into a 4x4 on her way to her new life.

    And everything we know awaits her on that journey.


    A tearful goodbye.
  • Gone

    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.

    We first see Illyria, the entire embodyment of war - back from the dead and ready to avange her death.

    Stunning fight scenes, a must see!
  • Fred's death makes this episode really sad.

    I found it very sad when all of the characters were having revolations about Freds death. Wesley had finally been with her then she died. This episode almost made me cry. Lots of death. Gunn had felt bad about his involvment with Freds infection, which led to Wesley stabbing him.