Illyria

"To never die... and to conquer all. That is winning."

- Illyria

Illyria, also known as Illyria the Merciless, was one of the Old Ones, the powerful pure-breed demons that ruled Earth prior to and during the rise of humankind. In 2004, she reincarnated in the body of Winifred Burkle.

Upon her predestined resurrection, Illyria immediately went about her plan to unleash her army upon humanity, but these plans were thwarted when she discovered the destruction of her army. Lost and purposeless, and driven by the memories of Fred, Illyria struggled to find her place in the new world, and ultimately joined Team Angel in their fight.

Eons Ago


Illyria was one of the legendary Old Ones that plagued the world before the time of man, and was one of the most feared and worshiped in that time. She ruled over the area of modern California from her temple Vahla ha'nesh and commanded an Army of doom comprised of thousands of demons, which she used to constantly make war on her rivals. She was loved and feared as few of the Old Ones were, so much so that she still had followers and acolytes in the modern day, arguably millions of years after her reign. When the Old Ones lost their claim and power over the world, Illyria was murdered by her rivals and her corpse was placed in a stone sarcophagus, her powers drained and placed in jewels embedded on her coffin. Her sarcophagus was placed in a mystical graveyard known as the Deeper Well along with the coffins of other Old Ones, to prevent her resurrection.

Prior to her death Illyria planned her resurrection and revenge against the world. Illyria's army was locked in inside Vahla ha'nesh and the temple was put out of phase with our timestream in order to keep it hidden. By unknown means, Illyria's sarcophagus would teleport itself back to California, where her Qwa Ha Xahn, her high priest, would resurrect her.

However, sometime in the passing centuries the army was destroyed, leaving only dust in its place which causes Illyria to be confused and at loss.

Wolfram & Hart
Illyria's resurrection was masterminded by her worshiper Knox, who chose Fred &mdash; with whom he had fallen in love &mdash; as the vessel for Illyria's reincarnation. However, due to geological changes and the continental shifting from place, the sarcophagus teleported outside of the United States. Somehow it was transported to U.S. soil, but it was held up at Customs at LAX airport. Knox plotted with Doctor Sparrow, who blackmailed Charles Gunn into using his restored knowledge of the laws to release the sarcophagus from Customs.

After its release, Knox had the sarcophagus delivered directly to Fred at Wolfram & Hart's science lab. In order to maintain his cover, Knox claimed the sarcophagus was impenetrable to lasers and imaging beams. When Fred touched one of the purple crystals embedded into the surface of the coffin, a gust of air (Illyria's essence) was released directly to her mouth. Instead of merely possessing Fred, Illyria manifested as an infection that liquefied her organs, hardened her skin and (allegedly) consumed her spirit. After hours of increasing agony, Illyria completely overtook Fred's body, also absorbing Fred's memories (which she later likens to "sparks").



With the aid of Knox, Illyria attempted to bring about the destruction of humankind by resurrecting her ancient army. Despite the best efforts of Angel, Spike, and Wesley Wyndam-Pryce, she managed to fight off all three of them and open the portal to where her army was waiting. But soon she discovered that the army was destroyed long ago. Lost and without purpose, Illyria agreed to learn how to adjust to the modern world with the help of Wesley, who was drawn to the ancient being that now occupied the body of his love. She spent her nights with the oft-drunk Wesley and her days wandering the corridors of Wolfram & Hart.

When Wesley mentioned to her that Gunn was trapped in Wolfram &amp; Hart's holding dimension, Illyria opened a portal and rescued Gunn without hesitation, later noting the great debt that the group owes to her. In the process of finding Gunn, she destroyed eleven torture units, two troop carriers, an ice cream truck, eight "beautifully maintained" lawns, and "rendered useless" dozens of Wolfram & Hart employees, according to Marcus Hamilton. At this point, her pastimes included talking to plants and training with Spike (or, more accurately, beating him up while he tried to ask her how she felt when he hit her and recorded the details on a clipboard). Although she criticized Spike's adaptability, declaring adaptation to be a compromise, Illyria enjoyed beating him up, expressing her desire to keep him as a pet.

Weeks afterward, Illyria's power became extremely unstable. To others, the Old One appeared to be going mad. In truth, Illyria was being thrown out of linear progression of the timeline, altering her perspective as her power sought a way to escape its shell. Initially, she killed Spike, Wesley, Lorne, and Angel in a confrontation, interpreting their actions as an attempt to kill her; however, during her time jumps she dragged an earlier version of Angel into the present, revealing what just took place before she detonated, potentially causing enough destruction to wipe out the continent. Fortunately, the explosion sent Angel backward in time to shortly before Illyria killed the others, allowing Angel to use his foreknowledge of their deaths to save his friends and calm Illyria down. Before Illyria could detonate again, Wesley used a Mutari generator to extract a large portion of her power, effectively ending the threat.



As a result of the Mutari generator, Illyria was stripped of much of her super-strength, as well as her abilities to alter time. She grew bitter, withdrawn, and humilated after the loss of her powers, which she considered a significant defeat, stating that "This fate is worse than death". Her primary emotional connection was with Wesley, who continued to help her adjust to the world. After recognizing Wesley's feelings for the "shell" (Fred), Illyria wished to further explore Fred's relationship with Wesley; however, he rejected any possibility of accepting her in Fred's form. She also developed a connection with Spike, who related to her newfound situation and treated her with acceptance and dignity, communicating easily with her and helping her venture into the world. Spike also explained to her why Wesley was ignoring her after she masqueraded as Fred: she may consider herself extremely weakened, but for a lot of people, her ability to take on Fred's form and persona is her strongest ability due to the emotional ties everyone had to Fred. Spike also later invited Illyria to go demon hunting with him and she easily killed the demon with a kick.

After Team Angel received the recently attacked Drogyn, who believed Angel had been corrupted, Illyria was chosen to protect him. However, she was brutally beaten and humiliated by Hamilton, which fueled the Old One's extreme anger and motivated her to join the final battle against the Senior Partners.



Illyria, Spike, Wesley, Gunn, Lorne, Lindsey McDonald, and Angel each were tasked with eliminating the members of the Circle of the Black Thorn. After killing her targets, Izzerial and three human Black Thorns, promising to "make trophies from their spines," Illyria sought out Wesley and found him dying, having been stabbed by the demon warlock Cyvus Vail. Illyria admitted she came to help Wesley out of concern for him, and, perceiving his imminent death, she comforted the former Watcher by assuming Fred's form. Filled with unexpected and uncontrollable grief, Illyria violently dispatched Wesley's murderer, shattering his skull with a single punch &mdash; an action that did not begin to assuage her grief and left her with a strong desire to "do more violence." Her wish was granted when the Senior Partners sent their army against the surviving member of Angel's team; Illyria joined Angel, Gunn, and Spike in the final battle against the demon army sent by the Senior Partners to punish Angel.



Fall of Los Angeles


As punishment for Angel's attack, the Senior Partners condemned the entire city of Los Angeles to hell. In the chaos that ensued, Spike found what appeared to be Fred, only to be hurt when she transformed back into Illyria. The new dimension was causing Illyria's powers to go out of control, and Fred's personality was surfacing at random in her body. As Spike and Illyria traveled through L.A., an ever-growing band of humans clung to them for protection, amongst them Jeremy Johns. Believing Fred to be vulnerable, Spike did his best to keep her in Illyria's form at all times to protect her from the carnage around them, denying her human contact and distracting her anyway he could.



Spike and Illyria were eventually kidnapped by Non, a demon who absorbed power from humans. Non kept Illyria prisoner in a cage for over a month, before unsuccessfully trying to decapitate her. Illyria broke free, and forcefully kissed Spike after hearing of his physical relationship with Spider. Spike was stunned by this action, but comforted Illyria by agreeing that 'she was his priority again.' Spike and Illyria battled Non and her minions, who were being controlled by a Sadecki Demon named Noelle. Noelle found herself unable to control Illyria because there was no humanity within her, and the manifestations of Fred were merely Illyria attempting to be human. When Non began to draw power from Jeremy, Illyria quickly murdered him, a decision which horrified Spike. Becoming increasingly unstable, Illyria began to skip through moments in time uncontrollably. With Non defeated, her minions began to follow Spike instead, who believed that their presence would encourage the mistrustful Illyria to remain in her demon form.

"There's nothing human about her. She wants it! She's trying to force it... but there's nothing left but Illyria."

- Noelle



Illyria and Spike took Non's position as Demon Lords of Beverly Hills, with the other Lords too afraid of Illyria to attack them, using their new capacity as a cover to rescue innocents and evacuate them into the care of Connor, Nina Ash, and Gwen Raiden. Illyria's powers and mental state became more erratic, and she battled Angel and his dragon when he tried to contact Spike. Spike told Angel that something was wrong with Illyria, and asked him to help her. Reuniting with the other members of Team Angel, Illyria reverted to Fred upon seeing Wesley, who had been returned to Earth in ghost form via his contract with Wolfram & Hart. She continued to alternate between personas, with Fred emerging when around those she cared about. Gunn—now an evil vampire—planned to capitalize on Illyria's instability. He wounded her in her Fred form before causing her revert back to her original, primordial form.

Gunn attempted to convince Illyria to rewind time so that the Fall of Los Angeles would not occur, but Illyria, desperate and frustrated at its inability to create order and having what it wanted, instead vowed to destroy time itself. It rampaged through Los Angeles, killing Groosalugg and many of Spike's minions, with Angel forming a plan to stop it. Telepath Betta George explained that Illyria believed it's actions were what Fred would want; Angel then instructed George to fill Illyria's mind with Wesley and Spike's memories of Fred so that it could understand the person Fred really was. With Illyria momentarily stunned, the Senior Partners' army took the opportunity and brought it down. The dying Illyria was restored when the Senior Partners reversed time to undo Angel's death at the hands of Gunn.

When the world goes back right before the fall, Illyria regains her human body and continues to fight along the team. She realizes that she is the cause of the downfall of Wesley because she took the one thing he loved, Fred, and mourns that Wesley is now gone forever. Spike describes her new comportment as human. "We show Illyria who Fred was. What she meant to us. What was taken away.  And Illyria learns what it's trying to do is the furthest thing from who it was trying to be."

- Angel

Gunn's guardian
After the temporal fold, Illyria disappeared only to reappear guarding the comatose Gunn from the former Lord of LA, threatening them with the head of one the other Lords. Spike stated that she had continued to become even more unstable than before. Illyria continued to protect Gunn throughout his hospitalized period. She apparently never left the hospital's grounds, and remained close to Gunn, watching over him. Her presence there was known by "everyone", according to Gunn himself. Illyria managed to save Gunn's life, at least several times, before his awakening.

Illyria found herself protecting Gunn from a T-Rex-like demon, at one point. This attack turned out to be apart of a larger plan, constructed by the resurrected Non. As Illyria fought off the T-Rex, Non made her way into Gunn's hospital room, and used her unique, demon abilities to heal him. Gunn awoke, and struck Non, throwing her, and himself, out of his room's window. Once the two land safely, Non tries to convince Gunn to join her; She drains the life of a human during her speech. This causes Illyria to intervene, telling Non to, "Stop it." It is revealed that Illyria defeated the T-Rex, and does the same to Non(Throwing her into the air with all of her strength).

"Charles. You're awake. Healed. Good. I felt remorse for your situation. But what you did to me... She trusted you in the past, and it led to her death. I trusted you, and I almost fell. Her influence makes me want to protect you. But she is weak. That is why she died. I have to kill you, Charles."

- Illyria

Illyria turns to Gunn, and explains that she is glad for his awakening. Yet she remembers the awful things Gunn had done unto herself, and Fred. Illyria reveals that she wishes to kill Gunn; And he agrees, as Gunn thinks that he deserves this, and feels that Illyria will get much needed comfort by ending his life. However, Illyria cannot carry out the task of murdering Gunn, because of Spike's and Wesley's memories of Fred that are now within her own head.



Although Illyria restrains herself from 'ending' Gunn, she writes of list of ways of how to kill him on the walls of his hospital room; She says that she will consult the list if she is pushed. Illyria also takes it upon herself to carry Gunn into the hospital, and dress him. She speaks with Gunn once again, and says that she cannot comprehend how Fred was 'worshiped' by other, without threatening them. Illyria says that she tried to live up to Fred's face, yet failed, and feels that she will never be able to live up to it at all. Illyria goes on, explaining to Gunn that killing him would not solve anything, and that she wouldn't like doing it very much. "I am infected with humanity."

- Illyria

Gunn and Illyria connect, relating with each others faults, and weaknesses. Gunn wishes to be more human, whereas Illyria wants nothing more than to rid herself of humanity. Illyria talks on with him, stating that it is too confusing to care. She also questions Gunn, asking where she is to go now that he is awake. Gunn and Illyria decide to be a duo, and help one another through their life struggles. The two stop at 'Mosaic Rehabilitation Facility for the Supernatural', where they drop Non off, trapping her there, powerless and harmless.

As Gunn and Illyria approach their car, he convinces her that human passions make people stronger fighters. This sparks an interest in Illyria, and she tells Gunn that she wants to learn how to drive the car. After some mental debate, Gunn agrees, and allows Illyria the chance to drive for the first time. As they ready for the ride ahead of them, Illyria states that she is looking forward to learning more about her new humanity. The two set off together, searching for the humanity within them both.

Humanity Hunting
Illyria and Gunn find themselves staying in Fred's home; Which Illyria refers to as 'Fred's abode' They go out patrolling the areas of LA, slaying numerous demons together. One night, Fred's answering machine receives a message from Mrs. Burkle, Fred's mother. She explains that Fred's uncle has recently passed away, and they are having a funeral for him. Fred is invited to go, although her parents are still unaware of their daughter's own death. Hearing the message left, Illyria and Gunn decide to go to the funeral, and visit with Fred's family. Gunn explains that he just needs to get away from LA, and feels that Fred would want them to comfort her loved ones. As for Illyria, she finds this as a way to explore Fred's past, and dive into her inner humanity.



Illyria readies herself for the car trip by changing her appearance, taking on the form of wearing a formal, white gown. Once Gunn sees this for himself, he convinces Illyria to change again. She decides on wearing a black top, leather pants and boots, and a dark cap to top it all off. Although Gunn seems to still disagree with this look, he does not make his feelings about it heard, as he does not wish to poke at Illyria's feelings much more.

During the car trip, Illyria explains that she wishes to experience the funeral first hand, and up close, as she is now among humans. She wants to understand them for herself. She also states that she still misses her time as a God-King. The duo pull over, and get some dinner; Illyria reveals to Gunn that she is tired of pretending to need to eat. Once they finish up there, Illyria asks Gunn for another chance to drive the car. Gunn's answer is 'No', because the last time she tried to drive, she used her super strength to remove twelve cars off of the freeway. Illyria states that if she can rule the earth, she can learn to master driving. Gunn is able to see her point, and gives in to her wanting.

Although Illyria seems to have trouble with speeding and stopping the car, Gunn says that she had gotten much better, very quickly. Illyria reveals that she has now learned how to use Wesley's memories of driving with Fred on afternoons to her advantage. The two manage to make it to the Burkles' home, under Illyria's new driving skills. Once parked outside of their destination, Gunn tries to convince Illyria to switch into her Fred Form, since the Burkles are expecting to see their daughter. Illyria refuses, and remains in her leather outfit appearance as they approach.

The Burkles greet Gunn and Illyria, a bit stunned by Illyria's appearance at first. They shrug it off, and welcome the two into their home, hugging their 'daughter' with open arms. Gunn questions the Burkles, and finds out that they think that Fred is just under some kind of Blue Gothic phase. Gunn is very relieved, and goes along with their assumption. Illyria and Gunn go out for a walk, and chat along the way. Illyria confirms that she still wants to experience this other side of her life, as she is immortal, and has much time to do so.

Just as Gunn readies himself for bed, Illyria senses the presence of another demon. They spot it, and chase it into the Burkles' barn. Gunn realizes that it is a Stygian Demon, and says that they usually stay within packs of their own kind. As they enter the barn, Illyria and Gunn witness a whole heard of these demons within the building, trembling in fear. Illyria wants to murder them all at once, but Gunn convinces her to find out why they are all there. It turns out the demon bunch are on the run, hiding from The Scourge. Gunn tells them that he and Illyria will protect them.

The following day, the two attend to the funeral. Following the ceremony, Illyria is greeted by Fred's old prom date, Jason Polt. He believes her to be Fred, as does everyone else. Illyria allows the boy to take her into the woods. Jason shows her the tree where he and Fred carved their names together. Illyria denies ever being in this spot before, yet Jason continues to try and re-spark his romance with 'Fred'. Illyria ends up kissing Jason, as a result to make him stop talking. Once she does so, Jason flees the scene, and Illyria states that she will never understand humans.



Gunn joins Illyria in the woods, and explains that he has discovered The Scourge's hideout: An old oil refinery. Illyria states that she will not be joining Gunn in his attempt to 'check out' the place. Yet he manages to convince her to come; The fact that The Scourge call themselves Pure demons angers Illyria. Before exiting the woods, Illyria punches the tree with Fred and Jason's carvings.

Later that night, Illyria and Gunn arrive at the oil refinery. They climb on top of the building, and look down into it. They see a whole army of demons below. Gunn is easily threatened by the large crowd, but Illyria thinks nothing of them. The leader of The Scourge gives a speech, explaining that they have acquired the Mutari generator, since the Fall of Los Angeles. Seeing the sight of the generator, which holds all of her old power, Illyria is infuriated. The leader continues, using the generator to unleash Illyria's stored power, and resurrect an Old One(Who is buried under the oil refinery). To Gunn's surprise, Illyria is familiar with this Old One.

The newly freed Old One is named Baticus; He is what Illyria considers to be 'her first pet'. She had buried him alive, within the earth, many millions of years ago, while still in her original form. Baticus greets Illyria, and goes on to attack Gunn and herself. Illyria manages to jump out of harm's way, saving Gunn as well. Baticus strikes at the two again; This causes Illyria to stop time. Once time is frozen still, Illyria teleports herself and Gunn to their parked car. Gunn is quite confused, and asks Illyria how she suddenly has her old abilities. Illyria explains that being this close to her powers' energy source is strengthening her.



As Gunn and Illyria speak to each other, The Scourge army gathers, and is ready to assist Baticus. Illyria tells Gunn to get into the car, and he does as he is told. She stays out in the open, and taunts Baticus and his army. Baticus releases a fire blast, and tries to burn Illyria, along with The Scourge army. Illyria pushes the car, with Gunn inside, away from the attacking zone, using her super strength. The army is burnt alive, while Illyria survives the attack. She continues to taunt her old pet.

Illyria and Baticus battle it out. Gunn returns to the scene, taking his turn to speak with Baticus. Baticus reveals that he has sent his remaining army after the Stygian Demons. While the Old One is distracted, Illyria cuts it in half, after recovering from an attack. Gunn and Illyria believe Baticus to be dead, and ready themselves to save the Stygians. As they are about to leave the destroyed oil refinery, Baticus revives himself, and attacks Illyria. Illyria tells Gunn to leave her to fight Baticus, as this is the most fun she has had in a millennium, or so. Gunn obeys, and sets out to rescue the Stygian clan.

Baticus and Illyria carry on their battle. She is able to cut him in half once more, but Baticus heals. After some time of fighting, Baticus must heal himself back together again. Illyria takes this time to rest, as their last attacks resulted in her being blown into the ground. Once they are ready, Illyria and Baticus go on, resuming their strikes at one another. Just as Baticus thinks he has won, he suddenly bursts into flames. Illyria stands over the fallen Baticus, revealing that she knew this would happen to him. She knew that her own vessel could not hold all of her abilities, which also meant Illyria knew Baticus' could not either. Illyria had battled Baticus, just until her power overtook his body. As of this point, Illyria realizes that she is "only human." Baticus begs Illyria to have mercy on him... She doesn't.



"It... I... Am only human."

- Illyria

Illyria returns to the barn, where Gunn is. She tells him that she is glad to see him alive. She states that she wants to leave, and go back to LA. Gunn agrees, and sets the barn into flames. He and Illyria go to their car, where they begin their drive back home. As they drive, Illyria explains that she may need a new pet; Like a cat. "I think I require a new pet... Perhaps a cat. They are small and do not require too much attention..."

- Illyria

Back to Angel Investigations
Having returned to Los Angeles, Illyria has rejoined Angel Investigations, and seems content in following Angel's command. She aided Angel in his battle against The Three, and witnessed Lorne's ultimate sacrifice. She later 'nominated' Connor for leadership after Angel was abducted on the grounds that he is the 'heir' to the 'throne'. After finding Angel, currently being held captive by a corporation seeking to duplicate his status as an immortal with a soul, Illyria informs him that, while she is not and will never be Fred, she is trying to be 'good' her way, requesting Angel's guidance due to their shared status as demons being influenced by human compassion. She also reveals that she is approaching a once-in-a-millennium breeding stage, and asks his permission for her to court Connor as the father of her potential offspring.

After James betrayed the team, Illyria, now completely in heat, attempted to seduce Connor, but he repeatedly hesitated. Unbeknown to the two, Illyria's seduction attempts were also sending off psychic pheromones to the other members of A.I., influencing Spike to have sex with Laura Weathermill and Angel to have a three-way with Desdemona and Kate Lockley. However, Illyria's moment of conception passed by, though Illyria nonetheless planned to seek out Connor again if he was still alive when she reached her next cycle.



When Angel Investigations was attacked by the soul-sucking demon Liss, Laura attempted to weaken Liss- currently starved from the recent lack of sustenance- by mixing Illyria's blood with a potion in a bath in an attempt to drown Liss, although the attempt failed when Liss was able to kill Dez before being finally decapitated by Angel. During this time, Connor was kidnapped by the Sisterhood of Jaru Hull. Illyria assisted Angel in rescuing his son, and participated in the battle afterward.

Haunted
Following the events above, Illyria began to have nightmares of herself in Fred's place. (Her form requires about twenty minutes to recharge every ninety-four hours.) These 'visions' were caused by Illyria's multiple sets of memories: Fred's, Wesley's, and Spike's. She also expressed worry over her current place in this world. During this state of mind, Illyria found herself visiting Fred's personal items, and talked to crabs near a beach's ocean for comfort (the same beach Wesley and Fred once went to together).

One night, after saving a pair of human babies from being eaten by demons, Illyria seeks out Angel's advice. She questions him about the reasoning of doing good, and why she does these deeds. Angel does his best to answer her few questions, but in the end cannot give Illyria what she wants. Illyria debates the idea of looking for Spike, who had just recently went his separate way from Team Angel, because of his poet perception. "I am not her. Yet I seek to be 'good.' But what is the purpose? What will I gain?"

- Illyria

She experiences yet another 'dream', this one of 'Fred' and Spike. With this, Illyria decides she will look for Spike. She finds him at a demon bar, he's participating in a bar fight over poetry. Illyria grows impatient, and quickly breaks up the group. Spike agrees to converse with Illyria, and listens to her troubles. He says that she needs to go looking for answers herself, somewhere like... The Deeper Well.

Illyria agrees with Spike's answer, and asks for his help in this quest. Spike is surprised that she came out directly, and asked him, but nonetheless agrees to assist his friend. "Do you want to help me, or do you merely feel a sense of obligation because of Fred? (...) I would like your help."

- Illyria



Spike and Illyria take his car to seek out a Frellian Demon named Sally. According to Spike, this creature helps people find things, and will help Illyria for a price. On their way to visit Sally, Illyria tells Spike more about her 'dreams'; She tells of another, one of Wesley and Fred as they grow old together. She also accuses Spike of loving Fred, which he agrees with, only to say that he didn't love her 'the way Wesley did.' As they approach Sally's mansion, Spike explains that feeling love can save the world at times, and even make a person better.

The two of them meet with Sally, and she agrees to assist Illyria in her quest, but for a price. She asks Illyria to pick up a package for her, and in return will create a portal to the Deeper Well for her. Illyria agrees. She manages to get Sally her package, though not without slight difficulty. Keeping her word, Sally calls up a portal to the Deeper Well, and Illyria enters it, leaving Sally and Spike behind.

Illyria arrives at the Deeper Well moments later, and easily fights off the guards stationed there. She enters the place, and encounters the most resent Keeper of the Deeper Well (II). The Keeper tries to frighten Illyria with her Yastigilian hounds, but they refuse to fight Illyria, as they are squid-like and view her as a friend. The Keeper allows Illyria to enter the Well then, telling her not to touch anything.



Illyria goes deeper into the Well, and finds what appears to be her burial section. She spots a diamond-like stone in a wall carving, serving as her eye in her true form in the image. Illyria is drawn to it, and reaches out to touch it. Instantly, she is transformed. Her hair turns completely blue, and she is filled with a sense of clarity. Whatever the stone was, it solved her personal crisis, though her touching it disturbed a sleeping Old One, Arsgomor.



Arsgomor arises from the Deeper Well, still in his original form, and seeks to cause chaos. Illyria goes after him, accompanied by the Yastigilian hounds. She attacks him, but Arsgomor kills one of the hounds in return. Illyria grieves for the hound, and then calls up the strength to attack Arsgomor with her plant-controlling ability, a power the stone reawakened in her, which causes her eyes to turn a shade of green. Though she could have, Illyria doesn't kill Arsgomor; she just returns his physical form to the egg in which he was born, and gives the egg to the Keeper of the Well to raise.



Illyria leaves the Deeper Well with her remaining Yastigilian hound, and returns to Sally's home to find Spike. There, she shares an intimate moment with him before parting ways. Later, she goes back to the same beach she often found herself drawn to, and there names her hound Pancakes.

"I am her ending. But she, and I, and him, and them… we … matter. We lose, we love. And in so doing… we become."

- Illyria

James's Future
In the alternate future created by James unleashing his demonic forces, a temporally-displaced Angel has encountered the Illyria of this time when he was summoned into the future by Wolfram & Hart to help them destroy James. After this Illyria - now with completely blue hair and partnered with Pancakes - confirms that Angel is there solely to eliminate James, regardless of what other reasons Wolfram & Hart might have for bringing him here, Illyria releases him from his bonds and accompanies him and Darrow - the Wolfram & Hart agent responsible for bringing Angel to this future - to James's main office, only to find that James has already been decapitated by his 'sister'.

Illyria is unable to defeat the sister in combat, but when her opponent attempts to offer Angel control of this world, Angel rejects the offer in favour of Illyria sending him back to the past so that he can confront James then, Illyria noting that Angel is still the warrior he has always been. Once back in the past, Angel and Connor defeat James, Angel noting that Illyria would have only sent him back if he had a chance, and that he is confident they will see the present Illyria again.

Post-Twilight
Following the end of magic, Illyria apparently vanished, although Gunn has expressed confidence that she is still around.



Gunn proved to be correct. During her time on her own, she had somehow managed to find a place in a mystical council relating to the Siphon and other large-scale threats. Her abilities remained undiminished. Illyria had easily teleported the Slayer Buffy Summers to her mystical council in from San Francisco to Los Angeles, abruptly forcing her to join her.

Illyria introduces herself to Buffy, who knows of her existence from Angel and Spike, and learns that Buffy already knows two members of her council: D'Hoffryn and Eldre Koh, the latter of whom Illyria had promised the identity of his jailor in ancient times. Illyria convinced Buffy to join their campaign to put an end to the activities of Severin, known by demons as "the Siphon", whose rapid absorption of magic has made him impervious even to Illyria's abilities over time and space. The team confronts Severin at his new home in Silver Lake, where he has prepared for their arrival.

Illyria, Buffy, and Eldre Koh fight Severin, but are easily overpowered, as their foe has been gaining strength. Severin tries to absorb Illyria's abilities, but she teleports away just in time, and rescues her allies moments later as well. They return to the council's base of operations, and there Buffy reveals Severin's intentions: he manipulated the council, and expected them to send Illyria to defeat him; he plans to absorb her time traveling abilities and go back in time to prevent his girlfriend's death.



Soon after Severin's plot is made known, he attacks the council, having followed Illyria and the others. Illyria reasons that she will confront him herself, and will teleport Buffy and Eldre Koh to her at the last moment, before Severin absorbs her abilities, so that they can slay him. She appears outside to Severin then, and begins to battle with him. As expected, he overpowers her once more, and begins to absorb her abilities, but Illyria teleports Buffy and Koh, as planned... only they are teleported to the wrong place, Severin apparently interfering with her skills. Illyria screams, as Severin continues draining her of her power.

Once Severin is finished, Illyria loses consciousness. She awakes to Buffy and Koh standing over her, and learns that the council members have fled, to save themselves from the Siphon. Illyria also realizes that she has been completely robbed of her power, causing her appearance to revert back to that of Winifred Burkle's, her body's original owner. Not only is her appearance altered, but she states that her current condition is one different than she has felt before; she has been reduced in power before, but never completely. Illyria's main concern is what Severin will do with her power, not her lacking of.



Illyria decides to assist Buffy with stopping Severin, since the council ran, and accompanies the slayer to her apartment with Koh. There, Illyria sees her state of being in a mirror for the first time, and shares the fact that she should be dead. When Severin ripped her of her power, he should have left behind a hollowed shell, but didn't. For whatever reason, Illyria survived, and she is curious as to why and how. Tumble encounters the trio, and it is revealed to Buffy that her sister, Dawn Summers, is currently in a coma.

Illyria, Buffy, and Koh go to the home of Andrew Wells'. There, Andrew and Xander Harris are trying to transfer Dawn's mind into a Buffybot, though the process is failing. Illyria points out that the lines on the computer are not Dawn's brain waves, but mystical energy that is leaving her body. Together, the group pieces together that Dawn is dying because the magic keeping the Key alive is fading since Buffy destroyed the Seed.

Personality and traits
"I am a walking corpse. Her death should mean nothing to me. A pointless death amongst many others. These memories, just leftover fragments of this husk. And yet they bind me to it. Trap me in it. Before, I was a God-King above even the highest powers in the world. And for a moment, I was unleashed again. Immense. Then this ... infection again. Only this time, worse. Brought down by grief and loss ... and love. Love that I destroyed in my becoming. There should be no room in me for this. This sickness. It is endless, this regret. This emptiness where only I should remain."

- Illyria

Illyria was regal and sophisticated but also had a very high superiority complex. Upon her awakening in Wolfram and Hart, she viewed those around her as ants and lesser beings compared to herself. She also, due to being a former leader of her people, had a large problem with authority and people who tried to order her around, which is partly the reason for her distaste towards Angel in the beginning. Once she had realized her people were destroyed, she had lost her purpose and struggled to fit in with this new world she had awoken in.

Illyria was greatly confused by her surroundings and disgusted with the world, including the people. She understood next to nothing about it, causing her to feel lonely. Over time though, instead of wishing to go back to her sarcophagus, part of her wanted to stay, which puzzled Illyria. She began to try to fit in in the world with great difficulty but began to get used to it.

Illyria was portrayed as initially emotionless and uncaring, as well as ruthless to those who stood in her way. Because of her lack of emotions, she did not understand human notions like love or loyalty for the longest time, shown in her confusion over Wesley's pained reaction to seeing her as Fred. Despite her unemotional nature, she was shown to have the ability to care about others, which was seen in her bonds with Wesley, Spike, and later Gunn. She had an eccentric curiosity and desire to understand human ways, even though it is seen difficult for her to do so. Wesley has described her as "unpredictable" and at times emotionally unstable. While she does have occasional instability, she was often seen composed and collected. One of her more notable traits was her distinct, precise speech pattern. Illyria had a wide vocabulary of large words uncommon in everyday language because of her extremely long life.

She also had a love for violence, as she thoroughly enjoyed beating up Spike when he was testing her abilities and never shied from a confrontation, making her be very overconfident. Because of her initial invulnerability, she was shown to almost never be afraid and when she was severely beaten by Hamilton, she reacted with anger and humiliation, as it had wounded her pride. Illyria did have a proud, arrogant nature which was why she never took a loss in battle well. She also tended to go into gory detail on how she'll kill someone or something, which was often unsettling and disturbing to those around her.

Illyria has recently expressed a desire to be 'good' and help others, wanting to become a hero and champion in her own way.

Powers and Abilities
"So far, I've established that she can hit like a Mack Truck, selectively alter the flow of time, and uh, possibly talk to plants."

- Spike

The full scope of Illyria's power is unknown. When Illyria takes over her new "shell," Illyria possesses tremendous superhuman strength. Spike likens a blow from Illyria to being hit by a Mack Truck. Her strength and agility make her a formidable hand-to-hand combatant. Illyria uses an ancient fighting style that Spike compares to Tae Kwon Do and Brazilian Ninjitsu. Although Spike's adaptability gives him an occasional advantage, Illyria dominates their sparring sessions. Her skin is a hardened shell, providing her superhuman endurance with a heavy armor capable of withstanding blows from forged weapons, such as swords or axes.

Illyria is aided in combat by her ability to selectively alter time, which allows her to easily dodge both attacks and bullets; she can accomplish a goal and leave an area before her opponent even realizes she has moved. She has only been shown altering the flow of time to produce a slow motion effect, though it is possible that she can alter time in other ways. She can also open inter-dimensional portals. In the episode "Underneath," Wesley Wyndam-Pryce comments on her not needing to sleep.

Illyria can alter her appearance on a basic level, and she is capable of recreating Fred's persona accurately enough to fool Fred's parents. She tells Knox that she can take any form she chooses. Illyria has empathic abilities that allow her to perceive the emotional states of others. She was, for instance, capable of sensing Connor's lust for her and Wesley's frustration with Angel as well as his grief over Fred's death. Illyria communicates with flora, often spending hours at a time communing with a plant. She is also capable of distinguishing humans (or "primitives") from demons, vampires, and other half-breeds, as well as other non-humans such as Marcus Hamilton (referring to him as a "creature").

Illyria retains the insights from her experiences as an Old One, which enable her to effectively analyze the power dynamics, personal motivations, and emotions that influence those around her. She is stronger than Spike and Angel combined (having proven at one point to be able to engage both in battle simultaneously and come out victorious).

Diminishment
After being drained by the Mutari generator, Illyria's abilities were significantly diminished. Her strength  was decreased (although retaining a high level of strength, well above that of vampires and the vast majority of demons shown in the series), and she no longer had the ability to open portals, control time or commune with plants; as she put it, "I can no longer hear the song of the green." Wesley perceived that Illyria was no longer as invulnerable as she once was ("The Girl in Question"), and she was later beaten unconscious by Marcus Hamilton in "Power Play." However, she was shown to hold herself unarmed against a grown dragon at full strength, enduring a blast of fire from its mouth and being swallowed by it without visibly losing her taste for the fight - all this while sporting a stab wound to the torso which seemed to only offend and irritate as opposed to hurt her (a wound she received during a fight with Angel, which she won with practically no effort, although Angel was able to go toe-to-toe with her and do some damage despite his currently human status).

In addition to this, she successfully killed several members of the Circle of the Black Thorn with minimal difficulty. She retains her ability to morph her physical appearance.

During the Fall
For the while that Los Angeles was trapped in a Hell dimension, the limits placed on Illyria's powers no longer strictly applied. On separate occasions in her presence, both Angel and Spike found themselves thrown through history and into the future by unintentional time distortions. Due to struggles holding on to Fred's memories, Illyria also struggled to control her form, occasionally slipping into a Fred persona and appearance&mdash;in which she was able to sustain harm. When severely injured in this form, she reverted to her primordial form. Her powers became dangerously limitless: as a raging gargantuan beast, she possessed incredible strength in her tentacles and sufficient power to destroy time itself. After time was reverted, her power was returned to its diminished levels.

Restoration
For a time Illyria continued with her powers at diminished levels. At one stage she was briefly exposed to the power removed from her by the Mutari generator, during which time she had access to her full range of abilities. Later still, but prior to the end of magic, some or all of Illyria's powers were restored to her by a trip to the Deeper Well. Restored abilities included her power to manipulate plants as well as time. Upon meeting Buffy Summers some months later, she implied that she was once again in possession of her full range of abilities. After her latest encounter with 'The Siphon', Illyria was drained of all of her magical abilities.

Crossover
IDW published the comic Fallen Angel: Reborn, which features Illyria as a crossover character. In this comic, Illyria is in L.A. remembering her fall. She returns to Wolfram and Hart and meets Mr. Good, a member of the Hierarchy, in an elevator. In the elevator, he tells her that if she finds the three symbols in which her killers sealed her energy, she would return to her primordial form. He asked her, in exchange for the information, to kill the one called the Fallen Angel.

When she arrives in Bete Noire, she is lost, and meets Benny, who tries to eat her. However, she starts to hit him, warning him that she would dismember him as she promised when she banished him from Vahla ha'nesh.

In that moment, Liandra appears and they start to fight, however they are interrupted by Jude, and they head to a tower. In there, Illyria tells them of her story and quest. She remarks that Jude reminds her of Wesley, and that she feels an ancient magic in the tower.

They head to the cemetery where her scythe is buried, having been told she must uncover it with her bare hands or it will disappear forever. Once uncovered, both Illyria and Liandra take hold of it and disappear.

They reappear in the arctic, where Liandra saves Illyria from a polar bear, killing it with her scythe. After a short discussion Liandra hands Illyria her scythe so it will lead them to the second symbol. While they walk to the second symbol, Illyria questions Liandra about her past.

They enter a cave, where they saw a monster holding the scythe frozen in ice. Illyria breaks the ice, and Catari is released. Her former Qwa Ha Xahn betrays his master, because if he surrendered the scythe, he would die.

After a fight, Illyria and Liandra retrieve the scythe, and are transported to New York, but are separated. Liandra sees everything destroyed, and everyone dead. She meets a future Illyria, and starts fighting until present Illyria appears. There future Illyria kills herself and surrenders the helmet.

As Illyria is about to put the helmet on, Liandra and a leaf of grass convince her to not become her former being, as it would bring the death and destruction they see. Illyria destroys the helmet, and they leave.

Nicknames
Illyria was referred to as "The Leather Queen", "Little Shiva", "Babe the Blue Ox", and "Blue Meanie" by Spike. While in a drunken and irritable state, Wesley Wyndam-Pryce calls her a "Smurf". When Lorne was following her through Wolfram & Hart, her codename is "Blue Bird." Lorne, also called her "'Lyrie" for short. Gunn referreds to her as "Blue Thunder". While she was battling Angel's dragon, Cordelia Spike referreds to Illyria as "Fred Sonja"

According to Liandra, an entity known as the Dweller Beneath the Waves called Illyria "The Limpid Death" as a pet name.

Relationships

 * Spike – After her resurrection, Illyria shares an emerging bond with Spike. Each is on a path from demon to hero, and they share a love of violence. Their sparring sessions are mutually satisfactory; Spike hones his fighting techniques and Illyria is able to regularly inflict pain and dominate Spike in combat. She, at one point, expresses a desire to keep Spike as a pet. After Illyria's powers are diminished, Spike helps her regain confidence and venture into the world again. They develop mutual respect for one another. In After the Fall, Illyria apparently considers Spike a pet and comes to his defense when Angel attacks him. Spike becomes very protective of Illyria once she starts randomly transforming into 'Fred'. Illyria might have felt romantic feelings for Spike, as she forcefully kissed him out of jealousy after hearing of his physical relationship with Spider. Spike is asked by Wesley to continue to look over Illyria, as he cannot do so himself. Spike keeps this promise, and assists Illyria during her existential crisis.


 * Wesley Wyndam-Pryce – Though their "relationship" is not a true romantic one, the undertones of attraction being based mostly on Fred and Wesley's relationship, Wesley wanted to be around the one part of his deceased love and Illyria was influenced by Fred's memories. He confessed that he doesn't love her, but feels he needs her, hinting that he might of had a crush her. When Wesley dies at the hands of Cyvus Vail, Illyria takes the form of Fred to ease his passing and shares real tears at his demise. Furious and grief-stricken, she revenge on Cyvus by putting her fist through his skull, killing him instantly. Afterward, Illyria is the one who informs the team about Wesley's death and says that she feels uncontrollable grief and wishes "to do more violence" in Not Fade Away's final battle. In After the Fall, Part Nine, Illyria takes ownership of Wesley's corpse, repeating "You're staying with me."


 * Charles Gunn – Initally, Illyria had little contact with Gunn and rarely talked to him but did however, on the eve of a fight against the Senior Partners, warned him not the die as he "was not unpleasant to her eyes", hinting a slight attraction towards him, likely because of Fred. Illyria feels the need to protect Gunn while he is in a comatose state. She battles off various Demon Lords, saving his life, on several occasions. Once Gunn is healed by the demon Non, Illyria tries to murder him herself, as an act of revenge. Her attempt is unsuccessful, because of Fred's memories of Gunn within her head. Illyria and Gunn decide to become a duo, and go off on their own. The pair remained in Fred's old home, until leaving LA to go visit Fred's parents. On their journey, Illyria and Gunn learn about the humanity within both of them. They also battle an awakened Old One, and The Scourge. Once they return to LA, they rejoin Angel Investigations. Illyria refers to Gunn by using his first name, Charles, just as Winifred Burkle used to call him. Mentioned by Gunn, she appears to leave Gunn's company but he seemed unconcerned, positive she was alright.


 * Angel – Angel and Illyria disliked each other from the start, as she was the reason Winifred Burkle was dead, and he was in a higher ruling position than her. Over time, Illyria willingly accepted a place on Angel's team, and fought under his command. Illyria also asks him to be her new guide, as she is now without Wesley to show her the way. Her respect for Angel is so great that, even in a possible future where their enemy James has conquered the world, the Illyria of that time swiftly agrees to work with a time-displaced Angel after he is brought to that time by Wolfram & Hart, noting that his motives are as noble as always.


 * Connor - When the two met, Illyria sensed that Connor was lusting after her, prompting Connor to claim he'd always had a thing for older women, to which Angel mumbled "they were supposed to fix that" under his breath. Recently, Illyria revealed to Angel that she is interested in mating with Connor as she approaches a once-in-a-millennium breeding phase, having selected Connor to be the father of her potential offspring, although after the moment of conception passes Illyria admits that she is not interested in Connor for purely recreational sex, though she nevertheless stated that he is still alive in her next breeding stage, she will find him again.


 * Fred Burkle - Due to the circumstances, this relationship is obviously one-sided and posthumous. Initially, Illyria treats Fred's life and death with the same disregard she reserves for all other creatures. She also finds it preposterous that anyone would become angry when she refers to her new body as a shell instead of "Fred". After Wesley takes her in, she observes the group's reactions to Fred's death with a mixture of confusion and curiosity. Seeing how deeply the loss affects them individually, Illyria's perception of Fred changes from one of pointed indifference to one of quiet awe, pondering what kind of person it was who could elicit such strong and violent grief. As she grows closer to Wesley over time and her affection for him grows, she sees the extent of his misery and begins to develop feelings of guilt to the extent that she almost resents herself for her role in Fred's death. (This is also due to the feelings of worthlessness and defeat she develops after she loses the majority of her power to the Mutari Generator.) Following Wesley's death and L.A.'s banishment to Hell, Illyria goes on a rampage to destroy time itself under the belief that it was what Fred would have wanted (although she is wrong, of course). Following the time loop, Illyria contemplates killing Gunn for causing Fred's death, although this is more in revenge for Wesley's destruction than Fred's.
 * Buffy Summers- Illyria had enlisted the assistence of Buffy against the Severin, discovering the existence of slayers and how she had assumed she would need one. Without requesting her willing permission, she had teleported a disoriented Buffy from her home to LA at a mystical council. Confused and indignant, she was not pleased at this development.

Behind the Scenes

 * She was portrayed by Amy Acker.
 * Illyria is the oldest main character from either Buffy or Angel.

Appearances
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Angel Season 5

 * "A Hole in the World"
 * "Shells"
 * "Underneath"
 * "Origin"
 * "Time Bomb"
 * "The Girl in Question"
 * "Power Play"
 * "Not Fade Away"

Angel: Spotlight

 * Illyria: Spotlight

Fallen Angel: Reborn

 * Fallen Angel: Reborn #1
 * Fallen Angel: Reborn #2
 * Fallen Angel: Reborn #3
 * Fallen Angel: Reborn #4

Spike: Shadow Puppets

 * "Plush" (In Spike's thoughts)
 * "Doppelgangbang" (As a puppet)

Spike: After the Fall

 * "Spike: After the Fall, Part One"
 * "Spike: After the Fall, Part Two"
 * "Spike: After the Fall, Part Three"
 * "Spike: After the Fall, Part Four"

Angel: After the Fall

 * "After the Fall, Part Two"
 * "After the Fall, Part Three"
 * "After the Fall, Part Four"
 * "After the Fall, Part Five"
 * "After the Fall, Part Six"
 * "After the Fall, Part Eight"
 * "After the Fall, Part Nine"
 * "After the Fall, Part Ten"
 * "After the Fall, Part Eleven"
 * "After the Fall, Part Twelve"
 * "After the Fall, Part Thirteen"
 * "After the Fall, Part Fourteen"
 * "After the Fall, Part Fifteen"
 * "After the Fall, Part Sixteen"
 * "After the Fall, Part Seventeen"

Angel: Aftermath

 * Aftermath, Part One

Post-After the Fall

 * After the Fall - Epilogue

Angel: Only Human

 * "Only Human, Part One"
 * "Only Human, Part Two"
 * "Only Human, Part Three"
 * "Only Human, Part Four"
 * "Only Human, Part Five"

Angel: One-Shots

 * Lorne: The Music of the Spheres

Spike: The Devil You Know

 * "The Devil You Know, Part One"

Angel: Immortality for Dummies

 * "The Crown Prince Syndrome"
 * "Immortality for Dummies"
 * "The Trouble With Felicia"
 * "The Big Dustup"
 * "Roman a Clef"

Angel: Crown Prince Syndrome

 * "Letters Home: A Jamesian Interlude"
 * "Bedroom Follies"
 * "Prophet for Profit, Part One"
 * "Prophet for Profit, Part Two"
 * "Prophet for Profit, Part Three"
 * "Cats in the Cradle"

Angel: The Wolf, the Ram and the Heart

 * "The Wolf, the Ram, and the Heart, Part One"
 * "The Wolf, the Ram, and the Heart, Part Two"
 * "The Wolf, the Ram, and the Heart, Part Three"
 * "The Wolf, the Ram, and the Heart, Part Four"
 * "The Wolf, the Ram, and the Heart, Part Five"
 * "The Wolf, the Ram, and the Heart, Part Six"

Angel Yearbook

 * Angel Yearbook

Spike: Ongoing Series

 * "Alone Together Now"

Illyria: Haunted

 * "Illyria: Haunted, Part One"
 * "Illyria: Haunted, Part Two"
 * "Illyria: Haunted, Part Three"
 * "Illyria: Haunted, Part Four"

Angel & Faith

 * Family Reunion

Buffy the Vampire Slayer Season Nine
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 * "Welcome to the Team"
 * "The Core, Part One" (only in flashbacks; primordial form)