Shells

Plot

We continue at exactly the point A Hole in the World left off. Wesley realizes Illyria has taken over Fred's body. He talks to her and she's amazed that humans still exist and have the audacity to speak her name. She doesn't know who Fred is. He picks up an axe and swings at her, but it breaks against her body. She remembers who Fred is and realizes that Wesley is experiencing grief. She hates it and he tries to convince her to leave, saying that humans rule the Earth and she'll feel their emotions for millenia. She tosses him aside and says she has work to do.

Flying back, Spike is drinking while Angel broods. Spike tries to cheer him up, saying Fred would not have wanted them to save her at the expense of thousands. Angel wonders whether they can bring her back to life. He says rules can be broken if you push hard enough. Cut to Knox tied up and bloody, with Gunn standing over him. Harmony is there and she wants to help torture him. Wesley enters and sees the tied up Knox. Harmony says they are going to torture him and Wesley says good and asks why. Gunn says Knox knew about it and Wesley is angry Gunn didn't tell him before. He says Fred is gone. Knox laughs and says it's beautiful. He insists Wesley tell them what happened and he does. Knox says he loved Fred and he chose her because she was worthy. Wesley pulls out a gun and Gunn stops him from shooting Knox saying they need him. Wesley says he was with her when she died and cries as he recalls the final moments. He says she's gone. Angel says he knows and now it's time to get her back.

Angel tells them about the failed trip and the well and Drogyn. Lorne can't understand how he missed it, Knox sang for him and he didn't see what he was planning. He feels responsible. Angel says they all did bad things, starting with coming to Wolfram & Hart. But Lorne is too depressed to continue and he leaves saying he has nothing left. Angel tries to stop him but Spike says to let him go, that if he's doubting himself he won't be any good to them. Gunn says Lorne is right, they should have seen this coming. Angel says it was preordained. Gunn says the sarcophagus was stuck in customs and someone got it out. Wesley asks who and Gunn says he's working on it. Angel says they will bring Fred back. Wesley says he saw her gutted from the inside. Spike says her body was taken, not her soul. Angel says they can find her soul and replace it in her body. Gunn asks about her organs liquifying and Spike notes he went up in a pillar of fire. Angel says they'll get Willow to help. Angel says they have to contain Illyria and asks Wesley where she might be. Cut to Illyria smashing into the room where Harmony is watching Knox and grabbing him. Harmony tries to stop her and is sent flying across the lobby. Knox says he knew she'd come for him. He says he worships her and she says she knows.

Knox and Illyria are in the lab and she's looking at the sarcophagus. He's talking about how he has always worshiped her. She calls him the Qwa'ha Xahn. He says he's her priest and opens his shirt to reveal that he has implanted some of her relics in his body. He says they are bound together. She says her last Qwa'ha Xahn was taller. She says the world is not as she left it and she'll do something about that. She rips off her clothes. Angel is on the phone to Giles trying to locate Willow who is astral projecting in the Himalayas. Wesley tells Gunn he's been unreasonable, he's lost all reason. He apologizes for taking it out on Gunn. He says he knows Gunn has done all he can and he's sorry. Gunn says he is, too. Angel admits they are still with Wolfram & Hart and Giles seems to refuse to help. Angel hurls the phone against the wall and says they are on their own. Harmony enters and tells them what happened.

Naked Illyria seems to activate the sarcophagus in some way and is coated in this skin tight leather like outfit. Angel, Spike, and the others enter with some guards. Illyria recognizes he's a warrior and wondered whether there were any left. Angel says they want Fred back and if she'll cooperate they won't hurt her. She grabs him and tosses him across the lab and out the window to the pavement stories below. The others attack and she waves her arms and seems to slow down time. She grabs Knox and flees while the others move in slow motion.

Angel reenters the building with Harmony. He meets the others and they realize what happened. Angel tells Wesley to tear the lab apart and see if he can find anything. Harmony says she'll help, she's great at tearing things apart. Spike agrees. Gunn says he'll check his sources. Spike says there was no scent off Fred, it was as if she weren't there. Angel agrees. Spike thinks she's really gone but Angel says he lost Cordelia and won't let it happen again.

Wesley is looking at the sarcophagus, saying Fred was curious about how things work. He asks for the crowbar (he calls it a pry bar). Harmony gives it to him and says the girl of his dreams loved him. He says that isn't enough. He starts hitting the sarcophagus. He breaks off a gem and says it might be useful. Harmony says all she found was a cell phone and a cheese sandwich. The cell phone has a Rick Springfield screen saver. Wesley checks the incoming and outgoing calls, but the history has been erased. Harmony suggests missed calls and Wesley fines three all from the same person.

The doctor is cleaning his instruments. Gunn enters and starts roughing him up, demanding information. Gunn says to take back his upgrade, to take everything and leave him a vegetable and return Fred. The doctor says Fred's soul was destroying in the reincarnation of Illyria. He says Gunn made a deal and should live with it. He turns to leave and Wesley knocks him out. Wesley asks Gunn if there's something he wants to tell him. Gunn still tries to lie, but Wesley stops him. He asks if it's true that Fred's soul is gone and what Charles did. He confesses, saying he didn't think anything would happen. Wesley says nothing from Wolfram & Hart is ever free and Gunn confesses he didn't think it would be one of them, that it would be Fred. Wesley says he understands Gunn not wanting to go back and can forgive that. But he knew Fred was dying and didn't tell them the truth. He stabs Gunn, saying he's less forgiving about that.

Cut to Angel shoving Wesley against a wall and asking what he did. Wesley says he avoided major organs and Gunn will survive. He explains about Fred's soul being destroyed. He tells him Gunn let Fred die. Angel says so did he and tells Wesley about what happened in England. He says he needs Wesley to focus on stopping Illyria. Spike enters. He tortured the doctor and got a name, Vahla Ha'Nesh. Wesley researches this and says it is her temple. It exists in a parallel time stream and only she can open the gate to it. Her warriors are there waiting for her return.

Illyria has entered a building and knocked out the guards. She says humans are fragile and wonders how they came to rule the world. Knox says they are sneaky. He says they deserve to be destroyed. She asks if he doesn't consider himself human. He says not any more. She tries to open the gateway, but it's blocked. He says Wolfram & Hart must have put a lock on it. She says the wolf, ram, and hart were weak in her time. He says he has a skeleton key.

Harmony comes to Gunn's sickbed with papers for him to sign (it seems they are about him giving up his position). She asks how he could have done this and he says he was weak. That he didn't know how he fit in. He admits he did this and he's sorry. He cries.

Knox opens the lock. Spike, Angel, and Wesley enter. Illyria asks why they seek a confrontation they will not win. Angel admits he knows he can't restore Fred. He says he fights to protect humanity. She asks if that includes Knox and Angel says as low as Knox is, yes he'd include him. Wesley shoots Knox and Angel asks if he was even listening. Illyria says it offends her that they thought Knox mattered. They attack, but she's winning. She does the timewarp thing again. But Angel is suddenly behind her and knocks her down. He's got the gem and it has connected him to her. She calls him sneaky. She knocks him aside and opens the gateway. Wesley follows her through and it closes after them. The temple is in ruins, the followers dust. Illyria says her world is gone. Wesley pulls his gun and says now she knows how he feels. The gateway reopens and she disappears.

At the office, Angel says they have to permanently close the gateway and deal with Illyria. Wesley goes to the lab. Spike asks if the offer to send him abroad is still on. He says maybe they should send Gunn. He wants to stay. He doesn't like Angel, but he thinks what they are doing is important. He says something bigger than Illyria is coming and it's going to get ugly. That's where he lives.

Wesley is packing Fred's things in the lab. Illyria shows up. She says she has some of Fred's memories. He tells her to leave, but she says she has nowhere to go. She says she needs his help to learn to live in this world. She calls him Wesley. He says she'd have to stop killing. She says he killed Knox. He tells her why he did that, but admits it wasn't just. She realizes he will help her because she looks like Fred. She asks if there is anything in the world but grief. He says love and hope for some. She asks if that is enough to live on. We see Gunn in his sickbed, Harmony at her desk, Lorne in his office, Spike sitting on the lobby stairs, Angel at his desk, Wesley packing Fred's things and finding her stuffed bunny, Illyria standing by her sarcophagus and gazing upward, and finally a flashback (maybe a memory) of Fred leaving home for university - part of the image which began the last episode.