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Angel Episode Guide

Season Five; Episode 16: "Shells" By Cathy

(This is a short recap; we hope to have a longer, more detailed summary later)

Aired March 3, 2004

Conclusion: Fred is gone and ancient evil Illyria has taken over her body. Illyria checks out her new shell and says, "This will do." When Wesley makes his presence known Illyria is surprised to see a human around still. She reflects on her thoughts that instead of humans dying out the way she figured they would, they have become bold to speak her name aloud.

When Illyria turns her back on Wesley he attempts to attack her. Instead his weapon bounces off her leaving her unharmed. Wes tries to convince her to leave this human world and sleep until the humans are gone. He says the humans will destroy each other soon enough and she can return then. He asks her to leave ‘the shell’ but she is bonded to it and reveals after throwing Wes across the room that she's got much work to do.

Angel and Spike return from England defeated. Spike can’t get drunk on the little bottles of liquor on the plane. They know that millions would have died if they had of saved Fred and she wouldn’t have wanted that. Angel can’t get a hold of Wes so Spike says Fred must be gone. Angel ponders over what exactly ‘gone’ means. He vows to get her back somehow.

Back at the offices of Wolfram & Hart Gunn and Harmony try to decide what they should do with a very battered and bruised Knox. Gunn is thinking about torture and Harmony wants to help because she’s really good at that. When Wesley arrives Gunn fears that Knox will spill the fact that he had something to do with bringing the sarcophagus out of customs and ultimately with Fred's death.

Knox is happy that the transformation has happened. Knox loved Fred. She had a warmth that took you in and held you till the coldness melted away. She’s the most beautiful, perfect women, and was the only one that was worthy and that is why he chose her.

Wesley points a gun at him but Gunn tries to stop him from shooting him saying he knows how he feels. Wes says no one knows how he feels because he had to watch her die. Angel walks in and says they need to get Fred back.

The entire crew mourns Fred - each blaming themselves. Lorne had listened to Knox sing he should have seen it. Angel says there is a lot they could have done beginning with them not even going to Wolfram & Hart. Angel reminds them that the sarcophagus was preordained to arrive and find Fred and that Illyria took Fred's body but not her soul. Gunn reveals that the sarcophagus got through customs but he’s looking for how it happened.

Illyria shows up at Wolfram & Hart looking for her minion Knox. She takes him down to the lab. He is overwhelmed by her presence and tells her that he is her priest, servant and guide for this world. Illyria doesn’t like this world; she strips from her ‘Fred’s’ clothes.

Angel decides that this job calls for bringing out the big guns so he calls Giles in order to locate his favourite witch Willow. If anyone can retrieve Fred's soul it would be Willow. She's helped with this kind of thing before. Unfortunately Giles informs Angel that Willow is currently astral-projecting and on another plane. They're on their own.

Knowing he’s been unreasonable Wesley apologizes to Gunn saying that he’s done all he can. Gunn doesn’t take it well and tells him to forget it.

Illyria transforms into a leather outfit. As the two attempt to leave, Angel and the gang confront them. She calls Angel and Spike half-breeds with a gang of primitives and asks if that’s all that challenges her now. Illyria throws Angel out of the window where he falls many stories to the ground basically unharmed.

Illyria is not only too powerful for them but she can also alter time. She slows down the gang as she grabs Knox and they're out on the street before anyone knows exactly what has happened.

Spike said he picked up no scent of Fred when he was in the lab with Illyria; it was like she was really gone. But Angel vows he’s getting Fred back. He lost Cordelia because something violated her, crawled up inside her and used her up. He won't let that happen again.

Harmony is tearing apart the lab. Wes talks about Fred that she had always been too curious and he hated her a little for that. Harmony points out that at least Fred loved him that is more then some people get. Wes takes out his aggressions on the sarcophagus and accidentally breaks off the key purple gem. He decides to take it to his books hoping to discover something from it or perhaps even some way he can use it against Illyria. Wesley and Harmony also search Knox's cell phone for any numbers that may help them to locate him. He’s erased all the calls he’s taken but Harmony points out that he couldn’t erase any calls he may have missed. He’s had the same number call three times in the last few hours.

Gunn heads back to the crazy doctor who helped him get the brain boost. Gunn knows that the evil doctor must be involved with Illyria in some way and demands to know how he can bring Fred back. The doctor explains that the fires of resurrection that brought back Illyria consumed Fred’s soul. Her soul is gone.

The doctor recaps how Gunn traded his permanent brain upgrade and got the sarcophagus out of customs. Gunn demands for him to take it back, the brain boost and all, just bring back Fred. But there is nothing to bring her back.

Just then Wesley walks in shoots the doctor and demand an explanation from his friend Gunn. "What did you do Charles?" Wes had tracked down the doctor from Knox's cell phone.

Gunn attempts to justify what happened by telling Wes that he didn't know it would hurt anyone, any of them, not Fred. Wes tells Gunn that nothing from Wolfram & Hart comes free and he should have known that. He understands that he didn't want to go back to who he was and he forgives him for that. But Gunn knew what was happening and he let her die and Wes is less forgiving of that. He brutally stabs his friend.

Angel throws Wesley against the wall and bawls him out for stabbing Gunn. Wes tells him he missed all the vital organs so he should probably live. He reveals Fred’s soul has been destroyed and Gunn let in the sarcophagus and let Fred die. He knew what was happening and said nothing to anyone. Angel tells Wesley about the choice he was forced to make in England.

Angel tells Wesley he has to bury his feeling so they can join together to stop Illyria before she destroys everyone else.

Angel sends Harmony with some papers that appear to be termination forms to Gunn's bedside in the hospital. She asks him how he could do such a thing to their friend and Gunn tells her because he is weak. Plus for so many other reasons that don’t matter anymore because Fred is gone now and it is his entire fault.

Angel and the gang realize that Illyria will be looking for a gateway through which she will locate an ancient temple where her massive evil army awaits her. This army, when unleashed, is prepared to help her destroy mankind.

When Illyria appears to have some difficulty opening the mystic gateway Knox figures that W&H put a lock on it. As Knox attempts to break the lock Angel, Spike and Wes arrive prepared to fight. Illyria is shocked that Angel would protect these creatures (Knox) with his own life. Angel explains that he would protect Knox because he’s a part of humanity and that is his battle to protect humans. Wesley interrupts by shooting Knox dead; apparently Wes wasn’t listening to Angel. Angel tells Illyria that Knox wasn't the problem anyway she is.

The men begin their battle but they are no match for Illyria until Angel uses the mystic gem from the sarcophagus to help him alter time like Illyria. Angel opens the portal and Illyria jumps through with Wesley close behind.

Once through Illyria quickly realizes standing at her temple that her army and her world is gone. Wesley says he knows how that feels.

Wesley returns to our world. Angel says he wants to close the portal forever with Illyria still in it. Wes goes to work in the lab to figure things out.

Spike says he’s not leaving now because it’s what Fred would have wanted but really because it’s what he wants. He doesn’t like Angel and probably never will but he knows what they are doing is important. A big fight is coming and he knows Angel feels it too and they'll need him around.

Illyria confronts Wesley in the lab. She tells him that when Fred's brain collapsed electrical waves transferred to her brain and she knows this Fred he mourns. She brings up memories for Wes to hear but he stops her. She's confused about her place now and Wes reminds her that she should be with her people long dead and ash. But she says she must find a way to exist in this world. She asks Wesley to help her. He tells her he will help her if she agrees not to kill anymore. Wes says he’s not the best person to be teaching her right from wrong. But she says he will help her because she looks like Fred.

Illyria asks Wesley if there is anything in this life but grief and he tells her there is love and hope. She wonders if that is enough to go on and Wesley has no answer for that.

We flash on the gang each mourning Fred in their own individual way.

An excited young Fred drives away from home on her way to L.A.

Memorable Quotes:

“It's like a bloody tease. Here's what a bottle of Jack would look like if you actually had one.” Spike.

“Gone, what does it mean that she’s gone?” Angel.

“In the world of men a person dies they stay that way.” Spike.

“Unless you’re a vampire.” Angel.

“Or a ghost that saved the world” Spike.

“Or Buffy. Death doesn’t have to be the end not in our world. Rules can be broken all you have to do is push hard enough.” Angel.

“You are the Qwa'ha Xahn?” Illyria.
”I am your priest. I am your servant. I am your guide in this world. I've taken your sacraments and placed them close to my heart according to the ancient ways. That's why you were called to me. We're bound together.” Knox.
”My last Qwa'ha Xahn was taller.” Illyria.
”I--I may be shrinking a bit, in the glory of your presence.” Knox.

“What the hell did you do?” Angel.
”What I had to.” Wesley.
”I don't remember seeing "stab Gunn" on the agenda this morning.” Angel.
”I avoided the major organs. He'll probably live.” Wesley.

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

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


Written and Directed by: Steven S. DeKnight.

Starring: David Boreanaz (Angel), James Marsters (Spike), J. August Richards (Gunn), Amy Acker (Fred), Andy Hallet (Lorne) and Alexis Denisof (as Wesley).

Guest Starring: Mercedes McNab (Harmony), and Jonathan Woodward (Knox),


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