
Summary
When Fred opens up an ancient sarcophagus that was anonymously sent to her, she is infected by a mysterious parasitic demon called Illyria. Angel and Spike learn that Illyria is an ancient demon who existed before recorded time, and they must race to return her to an ancient demon burial ground before she kills Fred and thousands of other innocent victims.
Plot
Flashback to Fred leaving home for school in LA, packing her bags while her parents worry about her being alone in the big city. She makes sure she takes her stuffed rabbit, Feigenbaum. Cut to Fred using a flame thrower on demon bugs. Wesley is beside her with a gun. They start kissing and we hear Angel and Spike arguing. They enter and Angel has a sword through him. Spike stabbed him to kill one of the bugs on his back. Fred asks if she can have the bug. Cut to the lab where Knox receives a late night delivery of a sarcophagus which nobody seems to have ordered.
Gunn is in his office singing Gilbert & Sullivan (Three Little Maids). He sees Wesley in the doorway and tries to switch to rap. Wesley says Gunn is suddenly very happy. Gunn says he and Fred are together again. That they hooked up last night. He admits he's just kidding Wesley and says he's alright with Wesley and Fred being a couple. But he does say if Wesley hurts Fred he'll kill him. He says he found out where Lindsey was living. Wesley says he should tell Angel, but Gunn says he doesn't want to go in there. Cut to Angel and Spike arguing. Wesley enters and asks what they've been going on about. Spike says if cavemen and astronauts got into a fight, who would win. Wesley says they've been shouting at each other for 40 minutes over this. He asks if the astronauts have weapons and Spike says no.
Fred is looking at the sarcophagus which Knox says arrived without any paperwork. It defies analysis. She thinks it's probably just a mummy. He says mummies can be trouble and she's seeing Wesley. He says he just wanted to get it out there and he's ok with it. He goes to get the Hazmats and Fred is suddenly drawn to the sarcophagus. She touches it and it opens with a gush of air she inhales. Knox rushes back in and she says she's ok. The box is sealed again.
Spike enters Angel's office saying Harmony pulled him out of a promising poker game with the guys in accounting who all agree cavemen would win. Angel says he wants Spike to leave. He offers him the resources of Wolfram & Hart. He can have money, cars, gadgets and go fight the good fight anywhere he wants except LA. Cut to Lorne and Fred walking down the hall. Fred says the cavemen have fire, so the astronauts should have some sort of weapon. They bump into Wesley who says he wants to take Fred out that night. Lorne starts walking off and Fred says he should look her up for lunch. He says he'll look where the sunshine is and starts singing You Are My Sunshine. She sings the line 'you make me happy' and Lorne whirls around as she spits out blood and falls down the stairs into his arms.
Fred awakes in a bed surrounded by the guys (including Knox). They tell her she'll be fine, but she thinks she's becoming a mummy. Angel says they'll fix things and she says 'handsome man saves me' the words she spoke to him when he saved her in Pylea. Everyone leaves, except Wesley who tries to comfort her. They kiss. Angel and Spike see this and we learn Angel didn't know about them. The guys walk through the corridors talking. They know almost nothing. Angel says the doctors told him her organs are cooking and will liquefy within a day. Spike says no. Gunn says he'll go to the white room and see if the senior partners did this. Angel says if they didn't, Gunn should secure their help. Spike asks about Lindsey. Angel says they should check out the address and Spike and Lorne say they'll come along. They split.
Wesley is in his office and a staffer enters asking for a file. Wesley says it can wait. The staffer says the whole company can't be working on the Burkle case. Wesley takes out a gun and shoots the guy in the leg. He calls to another staff and tells her to send in anyone who isn't working the Burkle case. Gunn is in the white room. Someone hits him. He turns to see himself. The conduit has taken his form and says the senior partners are tired of his insolence. They are not there for his convenience. The doppelganger says Gunn is failing. Gunn says he wants to make a deal, the doppelganger says deals are for the devil. Gunn offers his life for Fred's. The doppelganger says he already has Gunn's life and starts beating him up.
Spike, Angel, and Lorne are at Lindsey's place. They enter to find a frightened Eve. They question her and she says she knows nothing. She asks if they know anything about Lindsey. She says they wouldn't do anything to Fred, they didn't care about her. Lorne punches her in the face. He tells her she's going to sing for him. He tells her how Fred once told him she thought a lot of people would choose to be green. He says if she's a note off Spike and Angel won't even have time to kill her. She sings and he says she's clean. He admits he might be wrong, but she reads clean. He tells her her future isn't bright and she might be better off dead. She pleads with them not to tell the senior partners where she is. She tells them if they can't find the sarcophagus in their records, then it comes before their time. It comes from the time of the original demons. She says the books can conjure up any text, not just what they have in their files. She says Wesley should look for the oldest scrolls and the deepest well.
Armed with this information, Wesley tells them it is Illyria, a demon monarch left in the deeper well, a burial place. He says Fred's skin is hardening and he thinks she's being hollowed out and used as a shell to gestate the Illyria demon. He has found the location of the deeper well and says it's like a prison and the escaped Illyria can be drawn back there. Angel says to prep the company jet and he and Spike will go there. Knox says they can be there in 4 hours. Lorne says he's going to pray and Wesley says it's appreciated. Angel and Spike leave for the plane. Cut to Fred jerking awake.
Wesley goes to Fred's sickbed to find her missing. He finds her in the lab. She believes she has to work on a cure. She says she's not a damsel in distress. She says she lived in a cave for 5 years on a planet where they killed her kind like cattle. She says she won't be killed by demon flu. She says she's scared. She starts to fall and Wesley catches her. She looks at his book and asks if it can call up anything he needs. He says yes. She tells him to bring the book and take her home. Cut to Wesley carrying Fred to her bed.
Spike and Angel are in the air. Spike has never flown before, Angel was in a helicopter once. Spike says after they save Fred they should go to the West End and take in a show. Angel says he's never seen Les Miz and Spike says he won't want to. Angel says he can't lose her. Spike says he won't. Angel says he lost Cordy. Cut to Gunn on the phone trying to get mystical healers for Fred but to no avail. Knox comes in and says they can freeze her, slow down or stop what's happening. Gunn asks if he's sure that will work and he says they can test it. Fred is sleeping as Wesley reads. She wakes and says she wants to be awake. Wesley tells her Angel and Spike are off to save her. She suddenly wants Feigenbaum but when he asks who that is she can't remember. She cries and Wesley holds her. She wants him to read to her and asks if he can summon any book. Cut to him reading about Sara Crewe.
Angel and Spike are at the spot Wesley sent them to. They find the mystical door and warriors with swords come running out of it. Angel tells him to hold his hand. Spike does and says St. Petersburg. They part and hold a thin wire which slices the attacking soldiers in half. They grab their swords and kill the next wave. More come. Cut to Knox saying freezing isn't working. He's tried it on a blood sample and it doesn't slow down the disease. He says he really cares for Fred and wishes he could be the white knight. He says he doesn't just care for her, he practically worships it. Gunn realizes he said it and Knox goes oops. Cut to Spike and Angel killing more soldiers. The guardian of the well comes out. It's Drogyn who Angel knows. Drogyn tells Spike not to ask him a question or he'll kill him. He knows they are there about Illyria and tells them to come in. Angel explains Drogyn doesn't like questions because he can't lie. Meanwhile, Gunn is beating up Knox who says this was all set in motion millions of years ago. He says he picked Fred because he loves her and she's a fitting receptacle for his god. He says Angel won't save her. Gunn says he doesn't know Angel and Knox says Angel won't fail, he'll choose to let her die.
Fred and Wesley are lying on her bed. She asks him to read more and says the light hurts her eyes but she wants it on. She says the cavemen win. Drogyn is surprised to see Angel there. He explains that the coffin disappeared a month ago. It was teleported away, part of Illyria's escape plan. They reach a bridge and see a seemingly bottomless pit filled with coffins. Drogyn says it goes all the way through the Earth. He says Illyria was a great power and still has acolytes. Knox tells Gunn there are only a few of them left. He came to LA because that was the base of its power and it was supposed to teleport there. But the continents drifted and it got stuck in customs. But Gunn fixed that. It was the sarcophagus he helped the doctor bring in. Knox shows him the paperwork. Gunn grabs a cannister and slams Knox in the head with it, knocking him down. He holds it up and we see him bring it down it what could be a death blow.
Wesley is giving Fred an injection. Fred starts rambling about how she has sinned, that she never got a B- before. Spike breaks down and asks questions, but Drogyn doesn't kill him, he says since Illyria is free drawing it back will infect everyone on its path. Thousands will die in agony if they try to save Fred. Drogyn says he'll prepare the spell and it's their choice. Angel says to hell with the world.
Fred is rambling. Wesley says he won't leave her. She says she walks with heroes and he says she is one. Angel turns to Spike. Spike starts talking about the pit going all the way through the Earth. He says there's a hole in the world and they should have known. Fred asks Wesley to kiss her. He does. She asks if he could have loved her and he says he's loved her since he's known her and maybe even before. She tells him to talk to her parents and tell them she wasn't scared. She dies in his arms. He cries. We see her eyes change. She has a spasm sending him flying. She rises, changed, and says 'this will do'.
Dialogue
Now, you gotta promise me that you're gonna be careful.

I'm gonna study, Mom. I'm gonna learn every damn thing they know up there, and then figure out some stuff they don't . . . and I'll be careful. I'll even be dull . . . boring. Cross my heart.

Kind of cool, physiologically. They reproduce by vomiting up crystals that attract and mutate the microbes around them to form eggs.

Are you trying to turn me on?

You just like stabbing me.

I'm shocked - shocked! - that you'd say that. I much prefer hitting you with blunt instruments.

If cavemen and astronauts got into a fight, who would win?

Ah. You've been yelling at each other for forty minutes about this . . . Do the astronauts have weapons?
Mummies can be a lot more trouble than you think. And you're seeing Wesley now.

Uh . . . Oh . . . okay. That's not connected to mummies in some way . ..

You and me. This isn't working out.

Are you saying we should start annoying other people?

Look, Wolfram & Hart has got offices in every major city in the world - and a lot more out of it. I'll give you the resources you need to go anywhere: cars, gadgets, expense accounts. You fight the good fight, but in style. . . . and, if possible, in outer Mongolia.

A roving agent. Sort of a double-0-seven without the poncy tux.

The lab is doing some blood work.

I'm a mummy, aren't I.

I've fought plenty of mummies, and none of 'em were as pretty as you. Almost none.

We're gonna work this. Shouldn't take long.

Handsome man saves me.
Angel (with a laugh): That's how it works.

Get to the point.

Her organs are cooking. In a day's time, they'll liquefy.

No. Not this girl. Not this day.

Good. Guys...

You don't have to say it.

I'll say it anyway: Winifred Burkle. Go.

You want someone else, a life for hers, you'll get it - you can have mine.
I already do.

Her future's not too bright, but . . .
What do you mean?

Well, nothing's written in stone - lately - but if I was about to face your future, I'd make like Carmen Miranda and die.

I have to work.

You have to lie down.

I am not - I am not the damsel in distress. I am not some case. I have to work this. I lived in a cave for five years in a world where they killed my kind like cattle. I am not going to be cut down by some monster flu. I am better than that!
It's been freed. The demon's essence.

Yeah, it's been freed. Why do you think we're here? And what's your favorite color? What's your favorite song? Who's the goalkeeper for Manchester United? And how many fingers am I holdin' up? You wanna kill me, try! But I don't have time for your quirks.

Why can't I stay?
