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Season 5, Episode 16
873743-1 illyria shells02 0103 super
Air date March 3, 2004
Written by Steven S. DeKnight
Directed by Steven S. DeKnight
Episode Guide
"A Hole in the World"
David Boreanaz Angel
James Marsters Spike
J. August Richards Gunn
Amy Acker Fred / Illyria
Andy Hallett Lorne
Alexis Denisof Wesley
Guest Starring
Mercedes McNab Harmony
Jonathan M. Woodward Knox
Marc Vann Dr. Sparrow
Jennifer Griffin Trish
Gary Grubbs Roger

"Shells" is the sixteenth episode of the fifth season of Angel and the 104th episode overall. Written and directed by Steven S. DeKnight, it was originally broadcast on March 3, 2004 on the WB network.

Angel and Spike return from England defeated, knowing that the ancient demon spirit Illyria has completely taken over Fred's body, turning her into a super-strong, blue-haired, silver-eyed entity bent on destruction. Upon learning that Knox and Gunn have each contributed to her demise—Knox brought the ancient sarcophagus to Fred in the first place, and Gunn inadvertently allowed it to enter the building—Wesley is bent on revenge and wants to kill both of them, while Angel tries everything to restore Fred. Meanwhile, Illyria tries to locate an ancient temple where she believes she will find an army ready to help her destroy mankind.


Wesley thinks that Fred is alive, if a little blue (see "A Hole in the World"), but he soon realizes that she's really Illyria. Her expression is blank and her movements are staccato impressions of who Fred once was. Illyria turns and is shocked that Wesley dares to speak her name. He mentions Fred and she tells him that Fred doesn't mean anything to her. He picks up an axe and hits her with it, but all it does is jar her memory. Illyria remembers Fred and states that it is the "shell" she's inhabiting. Wesley, overcome with grief, sits on the bed and says that Fred was the woman Illyria killed. Illyria mentions his grief and how disgusting it is and Wesley tells her that if she stays she will always feel it. He explains that Earth is ruled by humans and if she leaves Fred's body she could come back later when humans have all died out. Illyria realizes what he's doing and tells him that "he seeks to save what is rotted through". She then throws him across the room and says that if humans are in charge, she has a lot of work to do.

Spike and Angel fly home from England, Spike trying to get drunk on tiny bottles of booze. He tries to comfort Angel by reminding him that if they'd saved Fred, thousands of people would have died and Fred wouldn't have wanted that. Angel asks what the word "gone" really means, noting that in the world of Buffy and Angel, people don't always stay dead. The body houses the soul and as long as that is out there, there is hope for Fred.

In Gunn's office, he's beaten and tied up Knox and is thinking about torturing him. Harmony wants to help but Gunn says that this is personal. Wesley arrives and Gunn tells him that Knox was involved with what happened to Fred. Wesley announces that Fred is gone and Knox starts laughing, pleased that his plans went through. He tells them that he loved Fred and that was why he chose her for his god. He states that she is so much more now and is lucky to have been sacrificed in order to bring Illyria forth. Wesley points a gun at him and verbally blasts him, emotionally wrought over remembering how she was in pain and how brave she was. Angel and Spike return in the midst of this and agree with the group that it's time to get Fred back.

The gang gathers in Angel's office and Angel and Spike fill everyone in on the trip to the Deeper Well. Lorne blames himself for not seeing anything when he read Knox, but Angel says that they couldn't have stopped what happened unless they hadn't come to Wolfram & Hart at all. Upset and unable to do anything, Lorne leaves. Gunn agrees with Lorne that they should've seen this coming, but Angel points out that, according to Drogyn, the sarcophagus was predestined to be released. Gunn mentions the fact that Knox told him someone signed the sarcophagus out of customs; he declines to admit that he himself signed it out. Wesley isn't happy that Gunn isn't doing more, and when Angel tells him that they need to stay on top of things for Fred's sake, Wesley says that Fred's gone. Spike says that Illyria only took over Fred's body - her soul is still out there. Angel assures Wesley that they'll find Fred's soul and return it to her body and then get revenge on anyone who was involved in what happened. The gang brainstorm on who to get to help them and Wesley mentions Willow, who's in South America. Angel says that they'll track her down, but in the meantime they have to keep Illyria contained. He asks Wesley if he knows where she might be going. At that moment, Illyria grabs Knox from Gunn's office, smacking Harmony aside so she can make her exit.

Illyria heads down to the lab and studies her sarcophagus as Knox talks about how much he's loved her since he was eleven. She mentions that he's her Qwa'ha Xahn, her guide in this world. He then shows her how he's followed the ancient ritual of sewing her sacraments into his body, close to his heart. "My last Qwa'ha Xahn was taller," Illyria notes. She's disappointed that the world has changed so much since the last time she was in it, and Knox laments that there's nothing he can do about it. Illyria says that she can do something to change it and rips all of her clothes off. She then proceeds to touch the sarcophagus and a body suit of armor begins to snake its way around her body.

Angel tries to contact Willow from his office, but learns she's in the Himalayas now, and is on another astral plane. An unseen, unheard Giles treats him with some disrespect, putting him on hold. Wesley apologizes to Gunn for taking out his anger on him earlier, noting that Gunn has done everything he can. Gunn cries a little, but doesn't admit his involvement. Giles returns to the phone and, after confirming that Angel still works for Wolfram & Hart, refuses to help which causes Angel to lose control and fling the phone against the wall. Harmony arrives and tells the group that Illyria grabbed Knox and took him somewhere. Before Illyria and Knox can leave the building, the gang arrives along with a fully-armed security team. Illyria notes that Angel is a warrior, adding that she wasn't sure there were any left in the world. She's not impressed by the others or the fact that they have guns. The gang start to fight Illyria, but she tosses Angel out a window and slows down the time continuum in order for her and Knox to escape. By the time Angel hits the ground, Illyria and Knox are gone.

The gang regroups and Angel says that he doesn't think Illyria will be back, since she has Knox now. He isn't thrilled that Illyria appears to have super strength and the ability to alter time. "Well, that's not fair," Harmony agrees. Wesley and Harmony head to the science lab to look for anything in Knox's files that could help. Gunn goes to speak with his contacts and Angel and Spike go to look for Illyria. In Angel's office, Spike asks Angel if he could tell that Illyria was there at all, because even though she was right in front of them, she had no scent. Spike begins to voice the possibility that Fred is really gone when Angel becomes very upset. He states that he lost Cordelia because something crawled inside her and used her up and that he won't let that happen to Fred.

Meanwhile in the science lab, Harmony looks through Knox's things as Wesley stares at the sarcophagus. He talks about how Fred was just curious and that's why she didn't put it into containment first. Wesley, in his grief, states that he hates her a little for being so curious. "The girl of your dreams loved you," Harmony tells him. "That's more than most people ever get." Wesley smashes the sarcophagus with a pry bar and then takes a crystal from it, thinking that it might come in handy. Harmony finds Knox's cell phone which has all the call records wiped... until Harmony points out that as he left the phone, Knox couldn't have deleted any missed calls he's had since then. Wesley discovers that he has three missed calls in the last few hours, all from the same person.

Gunn pays a visit to Dr. Sparrow and demands to know everything the doctor does about how to bring Fred back. Sparrow says that it's impossible. He explains that Gunn got his permanent legal upgrade because he signed the sarcophagus out of customs. Gunn tearfully tells him to take back all of the legal knowledge and bring Fred back, but Sparrow says that there's nothing to bring back. Fred's soul was destroyed in the fires of resurrecting Illyria. Sparrow tells Gunn that he made a deal and needs to learn to live with it. The doctor starts to leave but gets knocked out by Wesley, who points his gun at Gunn and asks if there's anything he wants to say.

Wesley explains that Knox was in contact with Sparrow, but Gunn must already know that. Gunn finally spills that he signed out the sarcophagus, but he didn't think anyone would get hurt. Wesley blasts him for not remembering that "nothing from Wolfram & Hart is ever free." Gunn says that he couldn't stand just being the muscle; he knew there would be a consequence but didn't think that it would affect any one of them. As he puts his gun down, Wesley says that he can understand not wanting to go back and wanting to be someone else. He then stabs Gunn in the gut with a scalpel and says but he can't forgive the fact that Gunn didn't say anything while Fred was dying.

Back in Wesley's office, Angel slams Wesley up against the wall and asks him to explain his actions; Wesley says that he didn't do much damage and Gunn should be fine. Wesley tells Angel that Fred's soul was destroyed and there's nothing they can do causing Angel to put Wesley down, devastated that Fred is truly gone forever. He reveals Gunn's part in what has happened and says that he let her die. Angel tells him about the circumstances Drogyn mentioned at the Deeper Well, revealing that Fred could have lived if Angel had let thousands of others die, but he wasn't willing to do that. He asks Wesley to put aside his feelings to focus on dealing with Illyria. Spike arrives, having interrogated Sparrow, and says that he got the name Vahla ha'nesh out of him. Wesley discovers that this was Illyria's temple and the location where she was supposed to be resurrected. She was entombed with an army that's supposedly waiting for her return to Los Angeles Wesley says that it's still there, just in a different stream of time that only Illyria can get to.

Illyria breaks into a bank as Knox tells her that humans took over the world through sneakiness. He's excited to be working with Illyria and is anxious for her to open the gateway to the other time stream and raise her army. Illyria attempts to open a portal, but realizes that the gateway is blocked. Knox says that Wolfram & Hart probably did something to keep it closed, but he has a way to open it. Harmony visits Gunn in his hospital room, giving him some papers to sign relieving him of any more responsibility at the firm. Harmony wonders how he could hurt his friends the way he did. Gunn says that he was weak and wanted to be someone he's not. He adds that it doesn't matter anyway, since Fred is gone and isn't coming back. At the bank, Knox performs a spell, finishing up just as Angel, Spike, and Wesley arrive. Angel tells Illyria she has a lot to pay for, top of the list being the fact she's walking around looking like Fred but now accepts that they can never get her back. Knox tells them that they can't win this battle, but Wesley is willing to die trying. Angel doesn't want more innocent people to die and Illyria confirms that Angel is willing to be the warrior for the innocent, even Knox. Angel says that Knox may be scum, but he's still human, and Angel has to fight for every person. Wesley saves him the trouble by shooting Knox. "Were you even listening?" Angel asks him. Illyria shows no emotion at Wesley killing her Qwa'ha Xahn,and Spike points out that he had it coming. She replies that she is bothered that he would think that Knox's death matters to her at all. The gang start fighting Illyria, who beats them easily until Angel pulls out the crystal Wesley grabbed from the sarcophagus, which gives him power connected to Illyria. Illyria opens a portal and runs to her temple, followed by Wesley, who makes it before it closes and Angel and Spike can't join them.

Illyria tells Wesley that he's too late to defeat her, since her army will be brought forth, but she soon notes that her statue has been toppled and her army is dead. She's upset that the temple has been destroyed and her world is gone. "Now you know how I feel," Wesley replies. She opens a portal and heads off somewhere; Wesley heads back through the portal to the bank. Back in Angel's office, Spike is satisfied that they don't have to fight Illyria's army. Angel says that they need to close the portal to the temple, as well as make sure that Illyria doesn't cause them any more trouble. Spike decides that he'll stay in Los Angeles, since that's what Fred would have wanted. Wesley packs up Fred's office as Illyria notes that he's grieving for one person. She says that this place was part of Fred (though she calls her a shell rather than using her name). She tells Wesley that there are still fragments of Fred inside her, so she can remember parts of her. Illyria uses Fred's voice to ask what she asked at the end of "A Hole in the World" - "Please Wesley... Why can't I stay?" Wesley is very emotional and tells her to leave, but Illyria says that she has nowhere to go. She tells him that she's stuck in the world now and needs his help to learn how to live there. Wesley says that if he helps her, she has to change and stop killing people. She points out that he killed Knox; Wesley says that Knox killed Fred. However, he agrees to help Illyria because she looks like Fred. Illyria asks if there's anything in life other than grief and Wesley replies that there's love and hope, as well as the possibility of being surprised. "Is that enough to live on?" she asks. Over Kim Richey's "A Place Called Home," Gunn grieves in his hospital room, Harmony is sad at her desk, Lorne drinks in his office, Spike sits in the lobby, Angel does paperwork, Wesley packs up Fred's things (including Feigenbaum, her bunny), and Illyria looks at Fred's office. In a flashback to Texas, Fred packs up her car, says goodbye to her parents, and heads to Los Angeles.


  • When talking with Gunn, Wesley comments that he can understand not wanting to go back to what they were before, foreshadowing his eventual unwilling return to his old suits when he is forced to become the Liaison to the Senior Partners after the Partners send Los Angeles to Hell.
  • Wesley comments that there is never a "witch around when you need one" referring to Willow Rosenberg played by Alexis Denisof's real life wife Alyson Hannigan.[1]
  • Angel talks to Rupert Giles on the phone, wanting to get Willow to Los Angeles to help Fred, but can't since she's astral projecting in the Himalayas. The story of which is revealed in the comic Goddesses and Monsters.

Body Count

  • Knox, shot by Wesley
  • Illyria's army, destroyed in an Old Ones war



Behind the Scenes

Pop Culture References

  • When Illyria speeds away, Gunn says, "Yeah, like she was pulling a Barry Allen. Jay Garrick? Wally— Like she was moving really fast." Barry Allen, Jay Garrick and Wally West are all comic book characters who have been The Flash.


Goofs, Bloopers & Continuity Errors

  • In the last scene, when Fred is driving away from her family home, there are mountains in the background. Dallas, Texas (where Fred is from) does not have mountains.
  • Welsey removes the crystal from the sarcophagus after hitting it with a crobar but he didn't actually hit the crystal. 


  • Although Gunn will continue to act as lawyer, he stops wearing suits for the rest of the season; he chooses instead to wear his street clothes at all times, even during meetings with esteemed or prospective clients.


Angel - "We know what you are, Illyria. We've seen the rest of your kind. All the old ones, sealed away forever, like you were. Where you should have stayed. You've taken something of ours, something very precious. Stand down and I promise we won't destroy you taking it back. Your choice.
Illyria - [considers a moment] "I decline." [throws Angel out the window]
Harmony - [trying to comfort Wesley] "Wes...The girl of your dreams loved you. That's more than most people ever get."
Illyria - "Your breed is fragile. How is it they came to control this world?"
Knox - "Opposable thumbs? Um, fire? Television. What they lack in strength they make up for in extraordinary sneakiness."
Knox - "Open the gateway. Raise your army. Wash humanity from the face of the Earth and reclaim what was lost to you so many millennia ago when the world was ruled by—"
Illyria - "Be silent."
Illyria - [to Wesley] "You've destroyed my Qwa'ha Xahn."
Spike - "Yeah, okay. But you've gotta admit, he had it coming."
Illyria - "It offends me that you think he matters."
Illyria - [after a flawless victory over Angel, Spike, Wesley] "Unimpressive."
Illyria - [gazing around Fred's office] "This place...was part of the shell."
Wesley - "Don't call her—" [stops as voice begins to break] "The woman you killed had a name."
Illyria - "This is important to you. Things have names... The shell... Winifred Burkle... She can't return to you."
Wesley - "I know."
Wesley - "If I were to help you find your way, you have to learn to change. You mustn't kill."
Illyria - "You killed the Qwa'ha Xahn in defiance of your leader."
Wesley - "He murdered the woman I love."
Illyria - "And that made it just?"
Wesley - "No. It wasn't just. I'm probably the last man in the world to teach what's right."
Illyria - "But you will... If I abide, you will help me."
Wesley - "Yes."
Illyria - "Because I look like her."
Wesley - [in a breaking whisper] "...Yes."


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