A Hole in the World

Fred is infected by the spirit of Illyria, an ancient demon who existed before recorded time. The entire crew searches for a cure, but give up hope when Spike and Angel discover that the only way to save Fred's life would kill thousands of people. Wesley comforts Fred as she dies and witnesses the emergence of Illyria.

Plot
Flashback to Texas, as Fred's parents are helping her pack for her move to Los Angeles. As she packs her stuffed bunny Feigenbaum, Fred promises her worried parents that she will live a boring life. In the present day at Wolfram & Hart's science lab, Knox accepts the delivery of a sarcophagus. When Fred opens it, she chokes on a puff of dusty air. Later, when she meets Wesley downstairs, they get lovey-dovey until Lorne tells them to “get a balcony.” Lorne starts singing “You Are My Sunshine” to Fred, who picks up the song. Lorne immediately realizes that something is wrong (he probably read her). Fred suddenly starts coughing up blood and collapses. Lorne catches her and she starts convulsing as Wesley yells for medical assistance.

When Fred regains consciousness in the medical wing, her friends assure her that she’ll be okay, even though they don’t know what’s wrong with her. “Handsome man saves me,” Fred says to Angel, bringing up an oft-repeated line from "Through the Looking Glass". Everyone leaves and Wesley comforts Fred before rejoining the group in the lobby, where Angel admits some sort of parasite is slowly killing Fred. The gang wonder if the Senior Partners sent the sarcophagus; Gunn says he’ll go to the White Room and see if he can talk to the conduit. In his office, Wesley makes it clear to his staff that Fred is their priority by shooting a guy who isn’t working on her case. Gunn goes to the White Room and tries to summon the panther, who doesn’t appear. He gets socked in the face and turns to see that he’s being hit by himself (or at least the conduit in the form of Gunn). The conduit tells him that he’s failing and the Senior Partners are tired of his “insolence.” Gunn wants to make a deal and give his life for Fred’s. The conduit tells him that he already has Gunn’s life.

Angel, Spike, and Lorne go to Lindsey’s apartment, where they encounter Eve. She claims not to know anything about what’s happening to Fred and says that she hasn’t heard from Lindsey. Frustrated by her lack of concern for Fred, Lorne punches her and demands that she sing for him so he can make sure she’s not involved in what’s happening. Eve sings a little of "L.A. Song" and Lorne determines that she’s not involved, though "her future’s not too bright." As the guys leave, Eve asks if they’re going to tell the Senior Partners where she is. She says that there’s no info on the sarcophagus in the firm’s records, and the only thing not in the firm’s records is the most ancient demons. She says that Wesley’s source books can bring forth any text and he needs to look through the Oldest Scrolls for information on the Deeper Well. In Wesley’s office, he tells the group that the demon in question is called Illyria, “a great monarch and warrior of the demon age... left adrift in the Deeper Well,” which is the burial ground for all the remaining old ones. Fred’s skin is “hardening like a shell”; she is being hollowed out so that Illyria can use her to return to the world. The Deeper Well is in the Cotswolds in England, and Angel and Spike prepares to go speak with its guardian. In the plane, Angel tells Spike he can’t lose Fred the way he lost Cordelia.

Wesley heads to the medical wing and is surprised that Fred isn’t there. She’s in the science lab, stumbling around and trying to work on her own case, since she doesn’t want to have to be rescued - but she relents and asks Wesley to take her home. In her apartment, Fred asks for Feigenbaum, but cries when she can’t remember who he is. Wesley reads A Little Princess from his magical book to comfort her, as she flinches from the light coming from the window. Angel and Spike arrive in the Cotswolds, where they are ambushed by a bunch of armored demons. They pull a stunt they once pulled in St. Petersburg, holding out a piece of wire and decapitating the demons. Spike and Angel finish off the demons and are met by Drogyn, the keeper of the Deeper Well, whom Angel knows. As they head into the Deeper Well, Angel explains to Spike that Drogyn hates being asked questions because he cannot lie.

Knox suggests to Gunn that they freeze Fred in the cryogenics lab until they figure out how to stop what’s killing her, but his tests don’t work. Upset at his failure, he tells Gunn, “I don’t just care about Fred, I practically worship it.” Gunn catches his slip of the tongue and accuses Knox of causing what’s happening to Fred. Knox admits he is one of Illyria's acolytes. “I chose Fred because I love her, because she’s worthy,” he says. “You think I’d have my god hatched out of some schmuck?” He tells Gunn that everything was set in motion millions of years ago and it can’t be stopped; Angel won’t save Fred. “I don’t mean that Angel’s gonna fail to save her, I mean he’s gonna let her die.” Knox tells Gunn he helped the sarcophagus get there - he unknowingly signed for it. Gunn knocks him out.

Drogyn leads Angel and Spike into the Deeper Well, explaining that Illyria's sarcophagus disappeared a month before - as it was predestined to do - but the demon’s essence can be drawn back by a champion. However, as they bring the sarcophagus back to the Well, Illyria will leave Fred and enter and kill every person between L.A. and the Deeper Well. Angel realizes that he can't allow that many people to die, even to save Fred. Spike looks through the Deeper Well, which goes all the way through the center of the Earth, and says, “There’s a hole in the world. Feels like we ought to have known.” In her apartment, Fred asks Wesley if he would have loved her; he tells her that he’s always loved her, even before he knew her. She asks him to tell her parents that she wasn’t scared. As she weakens, she says, “Please, Wesley, why can’t I stay?” She goes still and as Wesley hugs her, her eyes turn blue. Fred twitches and sends Wesley across the room, where he watches her skin and hair turn blue. She stands up - now taken over by Illyria - and says, “This will do.”

Main cast

 * David Boreanaz as Angel
 * James Marsters as Spike
 * J. August Richards as Charles Gunn
 * Amy Acker as Winifred Burkle/Illyria
 * Andy Hallett as Lorne
 * Alexis Denisof as Wesley Wyndam-Pryce

Guest stars

 * Sarah Thompson as Eve
 * Jonathan M. Woodward as Knox
 * Jennifer Griffin as Trish Burkle
 * Gary Grubbs as Roger Burkle
 * Alec Newman as Drogyn

Co-stars

 * John Duff as Delivery Man
 * Jeremy Glazer as Lawyer

Behind the Scenes
Joss Whedon originally intended for Rupert Giles to appear, as he needed a character who would be instantly believed by both the characters and the audience when he said that there was no way to save Fred, but it would have been too expensive to fly in Anthony Stewart Head to guest star.

Sarah Thompson sings "LA Song", which was written by series co-creator David Greenwalt and Christian Kane for Lindsey McDonald to perform on-stage in the Angel episode "Dead End". Thompson, who grew up doing musical theater, had begged Joss Whedon to allow her character to sing.

"I thought it'd be really funny to kill Amy," Joss Whedon explains. He and the other writers decided to kill the character of Fred so that Amy Acker could "play somebody new, somebody who's regal and scary and different then anything she's gotten to do on the show. The best way to do that of course is to kill her and have her become somebody else." The character Drogyn - who is established as someone who cannot lie - was introduced so that when he says Fred cannot be saved, the audience believes it, explains Whedon.

"Spike and Angel...they were hanging out for years and years and years. They were all kinds of deviant. Are people thinking they never...? Come on, people! They're opened-minded guys!" Joss Whedon says on the DVD commentary to this episode.

Continuity

 * While in the hospital Fred says, "handsome man saves me" referring to her first meeting with Angel in "Through the Looking Glass".


 * Additionally, when Fred asks, "I'm a mummy, aren't I?", Spike replies, "I've fought plenty of mummies, and none of them were as pretty as you. Well, almost none." This could be a possible reference to the events of the Buffy Season Two episode "Inca Mummy Girl", in which an beautiful Incan mummy princess rises from the grave and sustains her life by absorbing the life force of Sunnydale's men. However, Spike did not appear in that episode.


 * Lorne's prophecy that Eve's future is "not too bright" comes to fruition in "Not Fade Away".


 * While in the airplane with Spike on the way to England, Angel says that although he hasn't flown in an airplane before, he has flown in a helicopter, an allusion to the helicopter he uses to beat the Wolfram & Hart SpecOps team to a school in the season premiere, "Conviction". Angel has also hung on to the outside of a flying helicopter, in "Sanctuary".


 * Eve sings a snippet of "L.A. Song", the song Lindsey performed on his guitar at Caritas in "Dead End".

Cultural references

 * A Little Princess: Wesley reads this book to Fred.
 * The Nightmare Before Christmas: When Angel and Spike are standing at the entrance to the Deeper Well, Spike says it's "Either that, or the entrance to Christmas Land" from this movie.
 * The Mikado: Gunn sings the song "Three Little Maids From School" from the Gilbert and Sullivan operetta The Mikado.

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