"Shells"
Written and directed by Steven S. DeKnight

Wesley thinks that Fred is alive, if a little blue (see “A Hole in the World”), but he soon realizes that she’s really Illyria. She’s shocked that he dares to speak her name and tells him that Fred doesn’t mean anything to her. He picks up an axe and prepares to decapitate her, but the axe doesn’t do anything to her. Illyria says that Fred was the “shell” she’s inhabiting; Wesley says that she was the woman Illyria killed. He tries to get rid of her by telling her that humans rule the world and she’ll have to observe their emotions all the time. She throws him across the room and says that if humans are in charge, she has a lot of work to do. Spike and Angel fly home from England (see “A Hole in the World”), Spike trying to get drunk on tiny bottles of booze. He tries to comfort Angel by reminding him that if they’d saved Fred, thousands of people would have died and Fred wouldn’t have wanted that. Angel asks what the word “gone” really means, noting that in the world of Buffy and Angel, people don’t always stay dead. In Gunn’s office, he’s beaten up Knox and tied him up, thinking about torturing him. Harmony wants to help, though Gunn says that it’s personal. Wesley arrives and Gunn tells him that Knox was involved with what happened to Fred. Wesley announces that Fred is gone and Knox starts laughing, pleased that his plans went through. Wesley points a gun at him and verbally blasts him for being so happy when the love of his life is dead. Angel and Spike return and Angel says that it’s time to work on getting Fred back.

The MoG gather in Angel’s office and Angel and Spike fill everyone in on the trip to the Deeper Well. Lorne blames himself for not seeing anything when he read Knox, but Angel says that they couldn’t have stopped what happened unless they hadn’t come to Wolfram & Hart at all. Upset and unable to do anything, Lorne leaves. Gunn agrees with Lorne that they should’ve seen this coming, but Angel points out that, according to Drogyn (again, see “A Hole in the World”), the sarcophagus was predestined to be released. Gunn mentions the fact that Knox told him someone signed the sarcophagus out of customs; he declines to admit that he signed it out. Wesley isn’t happy that Gunn isn’t doing more, and when Angel tells him that they need to stay on top of things for Fred’s sake, Wesley says that Fred’s gone. Spike says that Illyria only took over Fred’s body - her soul is still there. Angel assures Wesley that they’ll find Fred’s soul and return it to her body, then get revenge on anyone who was involved in what happened. The MoG brainstorm on who to get to help them and Wesley mentions Willow, who’s in South America (see “Damage”). Angel says that they’ll track her down, but in the meantime they have to keep Illyria contained. He asks Wesley if he knows where she might be going. Illyria grabs Knox from Gunn’s office, smacking Harmony aside so she can bask in Knox’s worship.

Illyria studies her sarcophagus in the science lab as Knox talks about how much he’s loved her since he was eleven. She mentions that he’s her Qwa’ha Xahn, a servant and guide in the world. He has shown her his devotion by literally inserting her sacraments in his body. “My last Qwa’ha Xahn was taller,” Illyria notes. She’s disappointed that the world has changed so much since the last time she was in it, and Knox laments that there’s nothing he can do about it. Illyria says that she can do something, then flashes him for some reason. Angel tries to contact Willow from his office, but learns she’s in the Himalayas now. An unseen, unheard Giles treats him with some disrespect, putting him on hold. Wesley apologizes to Gunn for taking out his anger on him, noting that Gunn has done everything he can. Gunn cries a little, but doesn’t admit his involvement. Giles returns to the phone and, after confirming that Angel still works for Wolfram & Hart, refuses to help. Harmony arrives and tells the MoG that Illyria got Knox and took him somewhere. In the lab, Illyria gets covered in something from her sarcophagus, so she’s sort of clothed now. Before she and Knox can move on to whatever they were going to do, the MoG arrive. Illyria notes that Angel is a warrior, adding that she wasn’t sure there were any left in the world. She’s not impressed by the other MoG or the fact that they have guns. The MoG start to fight Illyria, but she tosses Angel out a window and does something to time and space to keep the others away from her while she and Knox run off.

The MoG regroup and Angel says that he doesn’t think Illyria will be back, since she has Knox now. He isn’t thrilled that Illyria has super strength and the ability to alter time. “Well, that’s not fair,” Harmony agrees. Wesley and Harmony head to the science lab to look for anything in Knox’s files that could help. Gunn goes to speak with his contacts and Angel and Spike go to look for Illyria. In Angel’s office, Spike wonders if Fred really is gone for good, but Angel is unwilling to think about that. He says that he lost Cordelia in a similar way and he won’t let it happen again. Harmony looks through Knox’s things as Wesley stares at the sarcophagus, talking about how curious Fred was. “The girl of your dreams loved you,” Harmony tells him. “That’s more than most people ever get.” Wesley smashes the sarcophagus with a pry bar, then takes a crystal from it, thinking that it might come in handy. Harmony finds Knox’s cell phone and Wesley discovers that he has three missed calls in the last few hours, all from the same person. Gunn pays a visit to Dr. Sparrow (see “Conviction” and “Smile Time”) and demands to know everything the doctor does about how to bring Fred back. Sparrow says that it’s impossible. He explains that Gunn got his permanent legal upgrade (see “Smile Time”) because he signed the sarcophagus out of customs. Gunn tearfully tells him to take back all of the legal knowledge and bring Fred back, but Sparrow says that there’s nothing to bring back. He says that Gunn made a deal and should learn to live with it. He starts to leave but gets knocked out by Wesley, who points his gun at Gunn and asks if there’s anything he wants to say.

Wesley explains that Knox was in contact with Sparrow, but Gunn must already know that. Gunn finally spills that he signed out the sarcophagus, but he didn’t think anyone would get hurt. Wesley blasts him for not remembering that “nothing from Wolfram & Hart is ever free.” Gunn says that he couldn’t stand just being the muscle; he didn’t think that Fred would get hurt. As he puts his gun down, Wesley says that he can understand not wanting to go back and wanting to be someone else. However, he can’t forgive the fact that Gunn didn’t say anything while Fred was dying. He stabs Gunn in the gut with a scalpel. Back in Wesley’s office, Angel blasts him for his actions; Wesley says that he didn’t do much damage and Gunn should be fine. Wesley is sure that Fred’s soul was destroyed, so there’s nothing they can do. He reveals Gunn’s part and says that he let her die. Angel tells him about the circumstances Drogyn mentioned at the Deeper Well, revealing that Fred could have lived if Angel had let thousands of others die, but he wasn’t willing to do that. He asks Wesley to put aside his feelings to focus on dealing with Illyria. Spike arrives, having interrogated Sparrow, and says that he got the name Vahla ha’nesh out of him. Wesley discovers that this was Illyria’s temple and the location where she was supposed to be resurrected. She was entombed with an army that’s supposedly waiting for her return to L.A. Wesley says that it’s still there, just in a different stream of time that only Illyria can get to.

Illyria breaks into a bank as Knox tells her that humans took over the world through sneakiness. He’s excited to be working with Illyria and is anxious for her to open the gateway to the other time stream and raise her army. Illyria attempts to open a portal, but realizes that the gateway is blocked. Knox says that Wolfram & Hart probably did something to keep it closed, but he has a way to open it. Harmony visits Gunn in his hospital room, giving him some papers to sign (because that worked out so well the last time). Harmony wonders how he could hurt his friends the way he did. Gunn says that he was weak and wanted to be someone he’s not. He adds that it doesn’t matter anyway, since Fred is gone and isn’t coming back. At the bank, Knox performs a spell, finishing up just as Angel, Spike, and Wesley arrive. Knox tells them that they can’t win this battle, but Wesley is willing to die trying. Angel doesn’t want more innocent people to die and Illyria confirms that Angel is willing to be the warrior for the innocent, even Knox. Angel says that Knox may be scum, but he’s still human, and Angel has to fight for every person. Wesley saves him the trouble by shooting Knox. “Were you even listening?” Angel asks him. Illyria isn’t happy that Wesley has killed her Qwa’ha Xahn, though Spike points out that he had it coming. The MoG start fighting Illyria, winning easily until Angel pulls out the crystal Wesley grabbed from the sarcophagus, which gives him power connected to Illyria. Illyria opens a portal and runs to her temple, followed by Wesley, who makes it before it closes and Angel and Spike can join them.

Illyria tells Wesley that he’s too late to defeat her, since her army will be brought forth, but she soon notes that her statue has been toppled and her army is dead. She’s upset that the temple has been destroyed and her world is gone. “Now you know how I feel,” Wesley replies. She opens a portal and heads off somewhere; Wesley heads back through the portal to the bank. Back in Angel’s office, Spike is satisfied that they don’t have to fight Illyria’s army. Angel says that they need to close the portal to the temple, as well as make sure that Illyria doesn’t case them any more trouble. Spike decides that he’ll stay in L.A., since that’s what Fred would have wanted. Wesley packs up Fred’s office as Illyria notes that he’s grieving for one person. She says that this place was part of Fred (though she calls her a shell rather than using her name). She tells Wesley that there are still fragments of Fred inside her, so she can remember parts of her. Illyria uses Fred’s voice to ask what she asked at the end of “A Hole in the World” - “Please…Wesley, why can’t I stay?” Wesley tells her to leave, but Illyria says that she has nowhere to go. She tells him that she’s stuck in the world now and needs his help to learn how to live there. Wesley says that if he helps her, she has to change and stop killing people. She points out that he killed Knox; Wesley says that Knox killed Fred. However, he agrees to help Illyria because she looks like Fred. Illyria asks if there’s anything in life other than grief and Wesley replies that there’s love and hope, as well as the possibility of being surprised. “Is that enough to live on?” she asks. Over Kim Richey’s “A Place Called Home,” Gunn grieves in his hospital room, Harmony is sad at her desk, Lorne drinks in his office, Spike sits in the lobby, Angel does paperwork, Wesley packs up Fred’s things (including Feigenbaum), and Illyria looks at Fred’s office. In a flashback to Texas, Fred packs up her car, says goodbye to her parents, and heads to L.A.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Don’t mess with ancient demons or the MoG.

R.I.P.: Knox

GRADE: B I’ll bet Amy Acker had fun doing this.

MEMORABLE QUOTES: “It’s like a bloody tease. It’s like, ‘Here’s what a bottle of Jack would look like if you actually had one,’ or, ‘here’s a drink, but it’s very far away.’” - Spike, re: tiny bottles of booze

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.”

“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 dream of a place called home.” - Kim Richey’s “A Place Called Home”


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