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Season 3, Episode 9
Air date November 19, 2001
Written by Tim Minear
Directed by Tim Minear
Episode Guide
David Boreanaz Angel
Charisma Carpenter Cordelia
Alexis Denisof Wesley
J. August Richards Gunn
Amy Acker Fred
Special Guest Starring
Julie Benz Darla
Guest Starring
John Rubinstein Linwood
Andy Hallett Lorne
Stephanie Romanov Lilah
Daniel Dae Kim Gavin
Jack Conley Sahjhan
Jim Ortlieb Translator
Keith Szarabajka Holtz
Co Starring
Robert Peters Arney
Bronwen Bonner-Davies Caroline
Kasha Kropinski Sarah
John Gray Chicken Guy

"Lullaby" is the ninth episode of the third season of Angel and the fifty-third episode overall. Written and directed by Tim Minear, it was originally broadcast on November 19, 2001 on the WB network.

Vampire hunter-killer Holtz's rekindled crusade to kill Angel and Darla complicates the impending birth of the couple's baby, despite him learning about Angel having a soul from Lilah Morgan. With her contractions getting closer together, Darla takes off for parts unknown and Angel has to find her before Holtz and his army of demons does, while the rest of the group seeks sanctuary at Caritas. Meanwhile, Lilah employs a scroll translator to help out with an ominous prophecy concerning the birth of the vampire baby. In the end, Darla sacrifices herself to save her baby, the one good thing her and Angel ever did.


Holtz captures Angel in the hotel and starts to talk with him, but believes nothing Angel says. At Wolfram & Hart, Morrow tells Lilah that she is going to be the one who will get in trouble for this whole mess. Since they have gotten no word from their commandos in awhile and have lost visual, Lilah heads over to the hotel to see what is happening, and ends up getting caught by one of Holtz's men, who thinks she's Darla. Lilah tells Holtz that Angel now has a soul and must atone for his past misdeeds, which Holtz treats with more belief. Angel uses Lilah's distraction of Holtz to grab a wayward grenade that had belonged to one of the dead commandos, and he escapes, with Lilah and Holtz suffering no major injuries. Lilah finds the scrolls and brings them back to Wolfram & Hart for study by their scholar.

Holtz thinks upon what Darla and Angel did to his family. When he returned to find their dead bodies, it turned out that they had not killed his daughter. At first overjoyed, Holtz sees bloody bite marks on her neck and realizes the truth... she has been turned into a vampire. He sits, and he thinks, and he sings a lullaby over and over. When the dawn comes, he leaves the house, carrying his daughter, kicking and screaming and begging not to be taken outside. He hurls her into direct sunlight, and watches as she is destroyed.

Meanwhile, at the car, Darla gets frustrated at Wesley's attempts to teach her Lamaze breathing techniques, since she doesn't need to breathe, and hits all of them, knocking them away from her. When they get ready to leave again, they are attacked by Holtz's forces. A fight ensues, but is quickly ended when Darla runs over most of the enemy with the car. Unfortunately, she then drives away, leaving Gunn, Wesley, Cordelia Chase, and Fred with no transportation, just as Angel finally reunites with them. He tells them what just happened to him, and they realize that Holtz was one of the prophesied forces, brought forward in time to kill Angel, Darla, and their son in order to stop the hope of mankind, therefore bringing about the destruction of the world.

Holtz confronts Sahjhan for not mentioning before that Angel has a soul. It means he must hunt him differently. He is not perturbed at killing a being with a soul—on the contrary, he realizes that killing a being with a soul will free that soul to suffer damnation for eternity. Sahjhan swears he hasn't withheld any other information, but of course he has not mentioned the pregnancy.

Angel locates Darla on a roof in Los Angeles. The soul of the baby is nourishing Darla, causing her to feel overwhelming love for the baby. She realizes after she gives birth, she will no longer feel love, and will even forget that she ever did love her baby, and she will hurt it. She begs Angel to protect the baby from her, and starts to cry, and Angel comforts her.

Back at Wolfram & Hart, the translator working on the Nyazian Scrolls says that. according to them, there will be no birth, only death.

Angel takes Darla to Caritas, which is due to reopen the next day with a spell to stop violence of any kind within the club.. One of the demons, who had been working on the place but was fired by Lorne for stretching out the job to charge more, heads to Holtz and tells him where they are. But things are not looking good for the baby. The heartbeat has weakened, and Wesley reasons that Darla, as a vampire, doesn't have a body that is designed to give birth to a child. Holtz shows up at Caritas, and, since no one knows who his is, they are not alarmed. Lorne hands him a flyer, and Holtz starts to leave singing the lullaby. Lorne realizes Holtz is going to attack and gets everyone out of the main area as a barrel of gasoline and a grenade fall down the stairs. The grenade goes off, and the ensuing explosion completely destroys the bar.

Running to the back area, it's revealed that Holtz accidentally exposed a loophole in the club's magical protection (the spell prevented violence within the club, whereas Holtz attacked from the outside). As the building begins to crumble, Darla is finally told about Holtz's renewed presence. She recalls all she and Angelus did to hurt the man and becomes wracked with guilt saying, "Doesn't seems so funny now, does it?" Outside the club, Darla collapses in the alleyway, knowing that her child is about to die. While the others run to get the car, Angel and Fred remain behind with Darla. She reminds Angel that he died in an alley and wants to say she is sorry. She tells him they did so many terrible things together, saying they can never make up for any of it. Admitting that creating life with Angel was the only good thing they ever did together, Darla makes sure Angel will relay that to their child, before picking up a piece of wood and staking herself. Darla crumbles to dust, but her sacrifice has left her baby, alive and crying, behind. Angel picks up his son, overwhelmed with feeling when, at that moment, Holtz appears, armed with a crossbow. Cordelia, Wesley, and Gunn drive up, blocked by Holtz. Angel and Holtz share a moment in which their eyes meet, and he slowly lowers his crossbow. Angel, his son, and Fred carefully make their way to to the car. Sahjhan yells at Holtz for not killing Angel, saying he wasn't doing what he swore he'd do. But Holtz says, "I swore that I would show no mercy. And I won't."

Body Count

  • Sarah Holtz, burned by the sun, pushed by Holtz
  • Darla, dusted herself for Connor's birth



Behind the Scenes


International titles

  • German: Wiegenlied für eine Liebe (Lullaby for a Love)


  • The producers employ some deliberate Christian imagery in this episode. Of Wolfram & Hart, Lilah says: "They don't crucify here. It's too Christian," and the camera then switches to Angel, being held in a crucifixion pose by Daniel Holtz.
  • The alley where Darla gives birth to Connor is known by the cast as "Piss Alley," because of the constant odor of urine.
  • In classic Buffyverse style, the writers and producers retire the Caritas set by utterly destroying it.


Holtz - "I swore that I would show no mercy. And I won't."
Demon building contractor - "I've got mouths to feed. Plus a family! Some of them have mouths, too!"
Wesley - "Now it's up to us to protect Angel's unborn child. Darla, we're trying to take you out of here. Relax. The trick is to breathe. Like this." [demonstrates short panting breaths] "Heh, heh, heh, hoh, hoh, hoh, heh, heh, heh ..."
Darla - "I ... Don't ..." [sits up and sends Wesley, Cordelia, Gunn, and Fred all flying backwards, away from the car and morphs into her vampface] "Breathe!"
Darla - [alone in the back seat] "Doesn't anyone wanna sit back here with me?"
Cordelia - "We're good."
Gunn - "Yeah, it's, comfy."
Darla - "I promise I won't throw anyone out of the car. Not while it's moving."
Fred - "It's not that we don't trust you. I mean, we don't trust you, but, the fact is, your water broke all over the back seat."
Darla - "Oh."
Sahjhan - "See? This is why I didn't mention it. So Angel has a soul. Big whoop! So did Attila the Hun! Not to mention a heart as big as all outdoors when it came to gift giving. He is still a vampire! Angel, not Attila."
Angel - "You always did love a view."
Darla - "Look at it. Listen to it. Can you smell it? This world. This horrible world. Why would anyone want to bring a baby into it?"
Angel - "To make it better, maybe?"
Darla - "Or to destroy it finally."
Angel - "Why is it everyone insists on planning my son's future before he's even born?"
Darla - "These feelings that I'm having, they're not mine. They're coming from it."
Angel - "You don't know that."
Darla - "Of course I do! We both do. Angel, I don't have a soul. It does. And right now that soul is inside of me, but soon, it won't be and then..."
Angel - "Darla..."
Darla - "I won't be able to love it. I won't even be able to remember that I loved it. [Starts to cry] I want to remember."
Angel - [pulls her against him] "Shh..." [closes his eyes as he holds a crying Darla]
Darla - [About their unborn son] "He's dying. Isn't he?"
Angel - "No."
Darla - "You lied much better when you didn't have a soul.
Angel - "You're gonna be okay."
Darla - "No. No, I don't think so. Once he's gone, I won't be okay. I won't be okay at all. I don't know what I'll be. Angel... Our baby is gonna die right here in this alley. You died in an alley, remember?"
Angel - "I remember."
Darla - "I wanna say I'm sorry. I wanna say it and mean it, but I can't. Aren't you gonna tell me it's okay?"
Angel - "No."
Darla - "No? It's really not, is it? We did so many terrible things together. So much destruction, so much pain. We can't make up for any of it. You know that, don't you."
Angel - "Yeah."
Darla - "This child, Angel, it's the one good thing we ever did together." [Angel lifts Darla's hand between both of his and pressed it against his lips.] "The only good thing." [Angel buries his face in his hands, still holding onto Darla's, takes a sobbing breath] "The only good thing. You make sure to tell him that." [stakes herself, and her body crumbles into dust, leaving the crying newborn alive on the alley ground]

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