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Not Fade Away

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Season 5, Episode 22
Air date May 19, 2004
Written by Joss Whedon
Jeffrey Bell
Directed by Jeffrey Bell
Episode Guide
"Power Play"
After the Fall, Part One
David Boreanaz Angel
James Marsters Spike
J. August Richards Gunn
Amy Acker Illyria
Andy Hallett Lorne
Mercedes McNab Harmony
Alexis Denisof Wesley
Special Guest Starring
Vincent Kartheiser Connor
Christian Kane Lindsey
Guest Starring
Dennis Christopher Vail
Sarah Thompson Eve
Julia Lee Anne
Leland Crooke Sebassis
Stacey Travis Senator Brucker
Adam Baldwin Marcus
Co Starring
Ryan Alvarez Pee Pee Demon
David Figlioli Bartender
Mark Colson Izzy
Hans Raith Bar Thug
You may be looking for the After the Fall, Part One.

"Not Fade Away" is the twenty-second episode and finale of the fifth season of Angel, the 110th episode overall, and the series finale. Written by Jeffrey Bell and series creator Joss Whedon and directed by Jeffrey Bell, it was originally broadcast on May 19, 2004 on the WB network.

Angel, having regained the confidence and trust of his team, continues feigning loyalty to the Circle of the Black Thorn. When he announces that the time has come to strike back, he tells his team to make the most of what may be their last day on Earth. Gunn visits his old neighborhood, Wesley tends to the wounded Illyria, Lorne spends some time onstage, Spike performs at a poetry slam, and Angel visits his son. When night falls, they move to divide and conquer the demons that wield Wolfram & Hart's power on earth, incurring the wrath of the armies of Hell.


In a continuation of the previous episode, Angel has told the gang of his intention to destroy the Circle of the Black Thorn by killing its members while they're separate. The gang agree to help him, and Gunn asks about the possibility of including Illyria, but Angel points out she may not be on their side. Spike assures him Illyria is working with them, and is watching Drogyn. Angel realizes Illyria must have been attacked in order to abduct Drogyn from her protection and tells the gang they need to check on her, and he is forced to confess that he had to kill Drogyn. Before anyone can react, the gang are forced to continue their charade of infighting when the spell concealing them fades. The gang returns to Spike's apartment to find Illyria badly beaten, and they discuss if they can really trust Angel.

Marcus Hamilton, the Senior Partners' liaison, calls Angel to an emergency Black Thorn meeting, where Archduke Sebassis and the other members express doubts about Angel's loyalties. To prove himself, he must irrevocably relinquish the reward foretold in the Shanshu Prophecy. Izzy the Devil produces the original scroll and a pen, which he stabs through the back of Angel's hand so that he may sign in his own blood. Angel signs his name, giving up his chance that the vampire with a soul shall become human after playing a pivotal role in the Apocalypse.

Back at Wolfram & Hart, Angel speaks with Harmony about being human and asks if she ever misses it. She remembers being turned during her high school graduation, and muses that she knew her life would be over after high school one way or another. Angel remarks that its been so long since he was human, he can't remember what it feels like. Harmony tells Angel that she knows something big is happening and offers her support, and Angel informs he will be meeting with Sebassis later, and instructs her to distract Hamilton while he does so. Afterward, he meets with his old enemy Lindsey McDonald and asks for his help in destroying the Black Thorn; Lindsey is suspicious of Angel's offer, but agrees. Returning from his meeting with Lindsey, Angel informs his friends that they are killing all the Black Thorn members tonight. Angel advises his friends to spend the rest of the day as if it were their last since it "probably is."

Angel visits his son, Connor, at college. Connor reveals that he knows that Angel is his father; his old memories are now "mixed in" with his new ones, and he understands and appreciates why Angel gave him new memories. Lorne has serious reservations about Angel's plan, and his mood is dark and somber. He sings "If I Ruled the World" at a demon karaoke bar. Lindsey spends the day with Eve, who expresses suspicion about Angel. Lindsey, however, trusts Angel's plan; since he is fighting on Angel's side, he believes that he will receive fair treatment. Gunn spends his day helping Anne, who still maintains a homeless shelter in Gunn's old neighborhood. He asks her what she would do if she found out that everything she did - everything she fought for - was for nothing, and she tells him she would continue to unload the supplies for the shelter. Gunn smiles; that was the answer he had been looking for. Spike goes to a bar and, after innumerable shots of "courage", goes onstage and recites the completed version of a poem that he originally wrote for Cecily - with whom he had been infatuated before his siring - to a crowd of rough motorcyclists and street gang members at an open mic. To his surprise, the crowd goes wild with cheers and applause. A triumphant and relieved Spike laughs and announces that his next poem is called "The Wanton Folly of Me Mum." Wesley spends his day in his apartment tending to Illyria's wounds. He tells her there is nothing else he wants and nowhere for him to be. She recognizes that the only place he wants to be is with Fred, and she offers to comfort him in Fred's form. He refuses, explaining that because he does not plan to die tonight, he would not accept the "lie" of Illyria in Fred's form.

That night, Angel explains that they are taking a divide-and-conquer approach to the demon killing: Gunn is to eliminate Senator Helen Brucker and her vampire bodyguards; Wesley is to attack Cyvus Vail, a powerful demon sorcerer; Illyria will take out Izzy the Devil and three other members of the Black Thorn; Spike will fight the demonic Fell Brethren and retrieve the child that was recently given to them; and Lorne and Lindsey will fight the Sahrvin Clan. Angel tells them that he will take out the chairman Archduke Sebassis. Once they complete their missions, he says, they are all to meet in the alley north of the Hyperion Hotel for the expected onslaught by the Senior Partners. As they leave, Lorne tells Angel that this is the last thing he's going to do for him, and that they will never see him again.

In his office, Angel is confronted by Hamilton, who says he knows Angel intends to kill Sebassis - Hamilton seduced Harmony, who betrayed Angel's plans. Angel tells Harmony, despite her protests, that he knew she'd betray him eventually as she's a vampire without a soul. He fires her and orders to leave the building, but allows her to collect a pre-written letter of recommendation. With that, Harmony leaves wishing both Angel and Hamilton luck. Angel fights Hamilton, but finds himself on the receiving end of powerful blows. Hamilton knocks Angel across the room, asking if Angel really thought he could get away with killing Sebassis; Angel replies, "I already have." During the last meeting with the Circle of the Black Thorn, Angel poisoned Sebassis' demon servant, knowing that Sebassis drinks his servant's blood; he figured that Hamilton was the one he really needed to kill and knew that Harmony would tell Hamilton about Angel's plan.

At Senator Bruckner's campaign office, Gunn kills the senator with a thrown axe, but is still surrounded by dozens of her vampire bodyguards. Spike, disguised in a long black robe, sneaks into the Fell Brethren's living quarters and lifts the baby out of a ceremonial bassinet. Faced with several angry demons, he goes into battle, with a sword in one hand and the baby in the other. Meanwhile, Illyria easily destroys Izzy and other members of the Black Thorn. As Lorne and Lindsey leave the dead Sahvrin clan, Lorne shoots Lindsey in the chest, revealing his one last job for Angel. Lorne tells him, "You're not part of the solution, Lindsey. You never will be." Lindsey dies, angry and stunned it wasn't Angel himself who killed him, but instead one of his "flunkies." Wesley attacks Cyvus Vail, who quickly recovers and restrains Wesley with magic, then stabs him with a large knife, twisting it inside. Wesley releases a final burst of magic, momentarily stunning Vail, and crashes to the floor. Illyria storms in, distraught upon finding Wes mortally wounded. She again offers to lie to him by appearing as Fred, and this time he accepts. Wesley tells her that he missed her, and she kisses him, reassuring him that they will be together again soon. Wesley tells her that he loves her. Weeping, she tells him that she loves him too; he dies in her arms a few moments later. Vail awakens, to find a crying woman holding Wesley's body. He taunts her as she stands before him, daring her to take her best shot. As her fist flies through the air, she transforms back into Illyria and her fist shatters Vails head, causing it to explode.

Back at Wolfram & Hart, Angel is losing the battle with Hamilton. Hamilton asks why Angel continues fighting when he's signed away his Shanshu and will thus gain nothing. Angel replies that the people who don't care about anything will never understand the people who do. Unimpressed, Hamilton prepares to stake him, but Connor appears and knocks Hamilton away from his father. The two take on Hamilton together, but even with their combined strength, they cannot inflict a single bruise. Hamilton boasts that the power of the Senior Partners runs through his blood. Angel says, "Can you pick out the one word you probably shouldn't have said?" Rushing at Hamilton, Angel assumes his vampire form and draws Hamilton's power by drinking his blood, beats him to the ground then snaps Hamilton's neck with a fist blow to the head. The building begins to shake, and Angel tells Connor to leave, then tries to convince Eve to leave the building, because Lindsey won't be coming for her. Angel grabs a sword off his weapons rack and runs out, while Eve wonders where she has left to go.

The survivors meet in the back alley of the Hyperion Hotel in the pouring rain. Angel arrives to find Spike already waiting, having successfully rescued the baby and destroyed the Brethren. Gunn shows up next, mortally injured. Illyria arrives seconds later and informs them of Wesley's death, saying that she grieves for Wesley and wishes "to do more violence." Suddenly, the vast armies of the Senior Partners - demons of all sizes, including a 100-foot-tall giant and a flying dragon - advance on the four survivors. As the demon army approaches, Angel expresses interest in taking on the dragon and the group goes into battle. As Angel swings his sword, he utters the series' epitaph: "Let's go to work."


  • Angel: After the Fall is a comic series declared canon by Joss Whedon, which contains the events that take place after this episode. In it we find out who lives, who dies, and who becomes undead.
  • Harmony betrays the team by revealing their secret plans to Hamilton. However, Angel anticipated her betrayal and uses it to his advantage. He excuses her behavior, since she does not have a soul, and still writes her a letter of recommendation.
  • Connor reveals to Angel that he now has a recollection of his past and knows Angel is his father but is grateful for his actions and choosing to move forward in his new life.
  • Wesley is killed by Cyvus Vail. Illyria takes on the form of Fred to ease him into the afterlife, before killing Vail in an act of vengeance.
  • Lindsey is killed by Lorne as a favor to Angel. It is revealed by Lorne that Lindsey would "never be a part of the solution," meaning he would never gain redemption for his evil actions. Lorne knows this after hearing him sing and reading his future. Lindsey is the only known being killed by Lorne in the series.
  • Angel tells his teammates to spend their day as if it were their last:
    • Angel finds Connor and helps him write his resume.
    • Gunn sees his old friend Anne Steele, who motivates him to keep fighting even if it seems hopeless.
    • Spike reads his poem to a cheering audience, which he wrote back when he was a human, as seen in "Fool for Love." He dedicates his reading to Cecily, the object of his affection at the time.
    • Lorne sings "If I Ruled the World" at a karaoke bar.
    • Lindsey spends the day with a suspicious Eve.
    • Wesley, still somber from Fred's death, spends the day in his apartment helping Illyria heal.
  • Wolfram & Hart's L.A. Branch is destroyed once again.
  • Spike asks Angel if one of them will get to be "a real boy" after the battle, something himself achieved in Angel's dream in "Soul Purpose". Angel turns out to be the one made human by the Senior Partners in After the Fall.
  • Angel's final words, "Let's go to work", are also Buffy's final words in 'Last Gleaming'.
  • Those who survive the Circle of the Black Thorn are told by Angel to meet in the alley near the Hyperion Hotel, Angel Investigations' base of operations for the majority of the series.
  • Besides Angel, Lindsey is the only character to appear in both this episode and the pilot ("City Of"). Aside from Buffy guest stars, the only recurring characters to appear in season 1 of Angel and survive to the end of the finale are a badly wounded Gunn, Kate Lockley and David Nabbit.  
  • This is the only season finale not to feature Cordelia.
  • Wesley's death leaves Angel as the only series regular from the first season to survive throughout the show, Doyle having died in "Hero" and Cordelia having died in "You're Welcome."

Body Count

  • Archduke Sebassis's slave, poisoned by Angel
  • Archduke Sebassis, poisoned in drinking his slave's blood
  • Ed and the Fell Brethren, killed by Spike
  • Helen Brucker, killed by Gunn
  • six vampires, dusted by Gunn
  • Izzerial and three unidentified Black Thorn members, killed by Illyria
  • Sahrvin Clan, killed by Lindsey and Lorne
  • Lindsey McDonald, shot by Lorne
  • Wesley Wyndam-Pryce, stabbed by Cyvus Vail
  • Cyvus Vail, destroyed by Illyria
  • Marcus Hamilton, drained and snapped by Angel
  • Eve, possibly died in the destruction of the complex or destroyed by The Senior Partners

Behind the Scenes


  • Joss Whedon says of this episode, "This was not the final grace note after a symphony, the way the Buffy finale was. We are definitely still in the thick of it. But the point of the show is that you're never done; no matter who goes down, the fight goes on."[1] Whedon says that Angel is about redemption, "something you fight for every day, so I wanted him to go out fighting. People kept calling it a cliffhanger. I was like, 'Are you mad, sir? Don't you see that that is the final statement?'"[2]


  • This is the 254th and final episode in the Buffy/Angel universe.
  • This episode marks Alexis Denisof's 100th appearance as Wesley on Angel.

Pop Culture References

  • Jesus Christ: When preparing for the final battle, Angel says, "this may come out a little pretentious, but one of you will betray me." In the same conversation after Angel says it's not Spike, Spike asks, "Can I deny you three times?" Both are references to the Last Supper and The Crucifixion.
  • Pinocchio: Spike asks Angel if one of them will get to be "a real boy" if they survive.
  • The Carol Burnett Show: Mentioned in dialogue.
  • The Godfather: Angel's plan to eliminate the Circle of the Black Thorn resembles the mass murders ordered by Michael in the film's climax.


Goofs, Bloopers & Continuity Errors

  • Angel asks Harmony about her humanity, which she lost only five years previously, because he can no longer remember what it was like to be human due to his being turned so long ago. However, he was made human four years earlier in "I Will Remember You", and although the Oracles' temporal loop caused it to have never happened, he still retained the memory of it.


  • Despite many rumors, this episode was written some time after the series had been confirmed as canceled. It is not a cliffhanger.
  • The poem that Spike reads is a completed form of the poem that was originally introduced in Buffy's "Fool for Love". In that episode, only the last two lines were revealed. The completed poem reads:
My soul is wrapped in harsh repose
Midnight descends in raven colored clothes
But soft, behold! A sunlight beam
Cutting a swath of glimmering gleam
My heart expands, 'tis grown a bulge in it,
Inspired by your beauty effulgent
  • Lindsey tells Eve "It's nice to know you're one of the few things in my life [Angel] didn't get his mitts on." This raises the question of whether he's fully aware of everything that took place in "Life of the Party", considering that Angel and Eve "had sex under a mystical influence".
  • In classic Buffyverse style, the writers and producers retire the Wolfram & Hart set by utterly destroying it.
  • In Joss Whedon's 2013 film Much Ado About Nothing, Alexis Denisoff and Amy Acker play two estranged lovers who are reunited and eventually married. In the DVD commentary, Whedon comments that, after watching the film several times, he realized he had created his own happy ending for the characters of Fred and Wes, allowing them to live in an idealized black and white Shakespearean afterlife.  


Marcus - "Let me say this as clearly as I can. You cannot beat me. I am a part of them. The Wolf, Ram, and Hart. Their strength flows through my veins. My blood is filled with their ancient power."
Angel - "Can you pick out the one word there you probably shouldn't have said?"
Illyria - "You'll be dead within moments"
Wesley - "I know."
Illyria - "Would you like me to lie to you now?"
Wesley - "Yes. Thank you, yes." [Illyria morphs into Fred] "Hello there."
Illyria/Fred - "Oh Wesley. My Wesley."
Wesley - "Fred, I've missed you."
Illyria/Fred - "It's gonna be okay. It won't hurt much longer and then you'll be where I am. We'll be together."
Wesley - "I-I love you."
Illyria/Fred - "I love you. My love. Oh, my love."
Spike - "Right. First off, I'm not wearing any amulets. No bracelets, brooches, beads, pendants, pins, or rings."
Angel - "What are you doing here?"
Connor - "You drop by for a cup of coffee and the world's not ending? Please!"
Spike - "Nice crowd."
Bartender - "It can get pretty ugly in here, I gotta warn you."
Spike - "What I'm after. A couple more shots of courage, and I may make my presence felt."
Bartender - "Your funeral."
Spike - "Well, I never had a proper one."
Gunn - "Okay, you take the 30,000 on the left..."
Illyria - "You're fading. You'll last 10 minutes at best."
Gunn - "Then let's make them memorable."
Spike - "And in terms of a plan?"
Angel - "We fight."
Spike - "Bit more specific?"
Angel - "Well, personally, I kinda wanna slay the dragon. Let's go to work."


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