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 comprising thousands of demons, which she used to constantly make war on her rivals, as well as taking action on her own, such as when she destroyed the tribe of Eldre Koh so that the cult he belonged to would be disbanded after he was accused of the crime. 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 time-stream 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 caused Illyria to be confused and at a 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 to 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. On the other side, Spike (being immune to concussion damages and sort of masochistic) enjoyed as well his training with a goddess-like creature to improve his hand-to-hand combat skills.

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 humiliated 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", 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 any way 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 its 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 regained her human body and continued to fight along the team. She realized that she was the cause of the downfall of Wesley because she took the one thing he loved, Fred, and mourned that Wesley was now gone forever. Spike described 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 a part 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. The two landed safely, and Non tried to convince Gunn to join her; she drained the life of a human during her speech. This caused 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 turned to Gunn and explained that she is glad for his awakening. Yet she remembered the awful things Gunn had done. Illyria revealed that she wished to kill Gunn; he agreed, as Gunn felt that he deserved to die, and felt that Illyria will get comfort by ending his life. However, Illyria could not carry out the task of murdering Gunn, because of Spike's and Wesley's memories of Fred that were now within her own head.



Although Illyria restrained herself from "ending" Gunn, she wrote a list of ways to kill him on the walls of his hospital room; she said that she would consult the list if she was pushed. Illyria also took it upon herself to carry Gunn into the hospital and dress him. She spoke with Gunn once again and said that she could not comprehend how Fred was "worshiped" by others without threatening them. Illyria said that she tried to live up to Fred's face, yet failed, and felt that she will never be able to live up to it at all. Illyria went 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 connected, relating to each others' faults and weaknesses. Gunn wished to be more human, whereas Illyria wanted nothing more than to rid herself of humanity. Illyria talked on with him, stating that it was too confusing to care. She also questioned Gunn, asking where she was to go now that he is awake. Gunn and Illyria decided to be a duo and help one another through their life struggles. The two stopped at "Mosaic Rehabilitation Facility for the Supernatural", where they drop Non off, trapping her there, powerless and harmless.

As Gunn and Illyria approached their car, he convinced her that human passions make people stronger fighters. This sparked an interest in Illyria, and she told Gunn that she wanted to learn how to drive the car. After some mental debate, Gunn agreed and allowed Illyria the chance to drive for the first time. As they readied for the ride ahead of them, Illyria stated that she was looking forward to learning more about her new humanity. The two set off together, searching for the humanity within them both.

World without magic
Following the end of magic, Illyria apparently vanished, although Gunn expressed confidence that she was still around, which proved to be correct. During her time on her own, she had managed to find a place in a mystical council relating to the Siphon and other large-scale threats. Her abilities remained undiminished. Illyria easily teleported the Slayer Buffy Summers to her mystical council in from San Francisco to Los Angeles, abruptly forcing her to join her.



Illyria introduced herself to Buffy, who knew of her existence from Angel and Spike, and learned that Buffy already knew two members of her council: D'Hoffryn and Eldre Koh, the latter of whom Illyria had promised the identity of his jailer 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 made him impervious even to Illyria's abilities over time and space. The team confronted Severin at his new home in Silver Lake, where he was prepared for their arrival.

Illyria, Buffy, and Eldre Koh fought Severin but were easily overpowered, as their foe had been gaining strength. Severin tried to absorb Illyria's abilities, but she teleported away just in time and rescue her allies moments later as well. They returned to the council's base of operations, and there Buffy revealed Severin's intentions: he manipulated the council, and expected them to send Illyria to defeat him; he planned to absorb her time traveling abilities and go back in time to prevent his girlfriend's death.



Soon after Severin's plot was made known, he attacked the council, having followed Illyria and the others. Illyria reasoned that she would confront him herself, and would teleport Buffy and Eldre Koh to her at the last moment, before Severin absorbed her abilities so that they could slay him. She appeared outside to Severin then and began to battle with him. As expected, he overpowered her once more, and began to absorb her abilities, but Illyria teleported Buffy and Koh, as planned—only they were teleported to the wrong place, Severin apparently interfering with her skills. Illyria screamed as Severin continued draining her of her power.

Once Severin was finished, Illyria lost consciousness. She awoke to Buffy and Koh standing over her and learned that the council members fled, to save themselves from the Siphon. Illyria also realized that she had 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 was her appearance altered, but she stated that her new condition was one different than she has felt before; she had been reduced in power before, but never completely. Illyria's main concern was what Severin would do with her power, not her lacking of.



Illyria decided to assist Buffy with stopping Severin since the council ran and accompanied the Slayer to her apartment with Koh. There, Illyria saw her state of being in a mirror for the first time and shared 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 was curious as to why and how. Tumble encountered the trio, and it was revealed to Buffy that her sister, Dawn Summers, is currently in a coma.

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

Illyria, along with Koh, follows Buffy and the others to the Deeper Well. Buffy immediately rejected their assistance, mostly due to her lingering distrust of Koh and Ilyria to a lesser extent. Some convincing needed on her part, Buffy eventually allowed the two to help her. When Xander's betrayal was exposed to the core Scoobies, Illyria quickly noted the consequences of reversing Twilight. She revealed that Severin and Simone's plan would end in disaster, creating a reality tear in the universe that would ultimately end the world. She decided to venture into the Well in support of Buffy's mission in spite of her full mortal frailty and stood by that pledge even when faced with the resurrected Old One Maloker.



Sacrificing herself
Illyria became more concerned about Severin's intentions and took it upon herself to confront him. Koh discouraged it due to her mortal vulnerability, but Illyria was determined. As Severin began to lose more control of himself (similar to Illyria's own experience in "Time Bomb"), she gave a speech to him about what he was doing for the one he lost. Illyria recalled Wesley's death and the bond he shared with Fred, stating it would be better to die saving the world than die with the world. Eventually, she got through to Severin and he agreed to help them. Illyria, Severin, and Willow worked together to use the magic on the new seed to save Dawn.

Illyria stayed by Severin's side as Buffy, Xander, Willow and D'Hoffryn made their escape from the Well. She was vaporized instantly by a powerful magical discharge at the moment the new Seed 'took root'. Her final words were of consolation, telling Severin: "Don't be [sorry]. You are giving this realm something it desperately needs."

Illyria's demise was brought into question when Koh insinuated she was not truly "killed", stating Buffy knew little of Old Ones when the Slayer acknowledged her death. In relation to the Old One Maloker, who died in the same event, Giles would later explain that the most powerful Old Ones could never be fully killed and that their spirits remained outside of their corporeal bodies, awaiting opportunities to return to physical form.

Restoration of Fred
Following the restoration of magic, Angel discovered Fred walking around in Magic Town. Talking with his new ally Nadira—a Slayer empowered with raw magic as a result of Whistler's early efforts to restore magic—Angel determined that Fred had apparently been brought back when the restoration of magic caused the old rules to be 'reset'. Fred has stated that she recalls everything Illyria did while using her body, and subsequently reveals that Illyria is still within her somewhere, granting her intermittent access to Illyria's memories, with Illyria even able to take control for a few moments when Fred is stressed or exhausted.

Angel and Faith take Fred to Zane Pharmaceuticals with the hope of identifying some means of containing Illyria, but the subsequent tests actually amplified the secondary brainwave representing Illyria's consciousness, allowing her to retake control and reveal her role in the deaths of Eldre Koh's family. However, despite her power and disdain for her old alliance with Angel, Illyria was defeated when Fred was able to take back control from inside, affirming that she had grown stronger after her restoration by the Seed, halting Illyria's rampage and regaining control of her body. Illyria's power remains in Fred, such as when Fred was threatened by a coven of demonic witches using the blood of a Gachnar demon to draw power from fear, but she remains the dormant persona of the dynamic between her and Fred.

Personality and traits
Illyria was regal and sophisticated, but also had a very high superiority complex. Upon her awakening in Wolfram & 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 also began to somewhat resent herself for the fact that her resurrection brought upon Fred's death, coupled with the worthlessness and defeat she felt from losing her powers to the Mutari generator. 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. Since becoming accustomed to her current situation, Illyria has shown a greater capacity for having concern and respect for others and their well-being. She has since gotten in touch with her humanity and formed strong bonds with a good number of individuals, notably those comrades of hers from Angel Investigations. Her superiority complex has diminished significantly, allowing her to work well with others. She has even learned how to care for pets and treat them properly, as she did with the Yastigilian hounds that followed her. She even grieved for the death of one of them when it sacrificed itself for her. Her eccentricities are still evident as she whisked Buffy away from her current location to introduce her to the mystical council, somewhat disregarding whatever situation would arise when she did so. This has been evidenced by her recent exploits in the mystical council she belongs to, working with the likes of Buffy to fight the growing threat of the Siphon and now, working to protect the universe from being torn apart by the Siphon's plans, despite her depowered form, alongside Buffy, Willow, Xander and Eldre Koh. Finally, among all the acts that show Illyria's growth, her decision to stay by Severin's side as he attempts to empower the new Seed of Wonder and allow Willow and the others the opportunity to escape whatever consequence shall occur stands out. This exhibits a strong degree of compassion on Illyria's part, known to be merciless and violent in the days of old.

After Fred and Illyria were restored, Illyria expressed disdain for her past alliance with Angel, proclaiming that the team had made her weak by encouraging her to admire human frailties when she should have crushed them.

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 though her powers exceed those of many beings on earth.

Superhuman strength: When Illyria took over her new "shell," Illyria possessed tremendous superhuman strength surpassing that of Vampires, Demons, Slayers and even rivals that of a Higher being. Spike likened a blow from Illyria to being hit by a Mack truck. She has been shown tossing a car with one hand and throwing a large truck with two. Superhuman speed, reflexes and agility: Illyria could dodge attacks with perfectly-timed maneuvers; Angel and Spike charged at her with swords and she effortlessly avoided their blows simultaneously with simple movements before grabbing onto their swords and tosses the two vampires aside. She also dodged Wesley's bullets who shot at her from only several feet away, twirling out of the way at point-blank range.

Hand-to-hand skills: Her strength and agility made her a formidable hand-to-hand combatant. Illyria used an ancient fighting style that Spike compared to taekwondo and Brazilian jujitsu. Although Spike's adaptability gives him an occasional advantage, Illyria dominated their sparring sessions. Superhuman endurance: Her skin was a hardened shell, providing her superhuman endurance with a heavy armor capable of withstanding blows from forged weapons, such as swords or axes. Wesley hit her over the head with an axe and it smashed to pieces while she barely flinched. According to Wesley, a "whole lot of bullets" would be needed to temporarily incapacitate her. However, Illyria was seen withstanding bullets shots from a SWAT team without being affected by it. Illyria was hit by a moving car which was massively damage upon impact, while Illyria's body barely recoiled. She was also unharmed by a truck thrown at her. Time Manipulation: Illyria was aided in combat by her ability to selectively alter time, which allowed her to easily dodge both attacks and bullets; she could accomplish a goal and leave an area before her opponent even realized she has moved. She has been seen altering the flow of time to produce a slow motion effect as well as stopping time like she did when she froze the warlock Cyvus Vail, though it is possible that she can alter time in other ways like when Angel went to the future Illyria helped him to go back in time to help Connor and destroy Myresto Mor. When she became unstable, her abilities caused her to be thrown through time, accidentally dragging a past version of Angel along with her. When she exploded, Angel got flung back in time but Illyria, while having died, seemed to retain the memory of what had happened during that time.

Inter-dimensional travel: Illyria has the power to open inter-dimensional portals with it. She told Wesley Wyndam-Pryce that she traveled all of them as she pleased.

Shapeshifting: Illyria could alter her appearance on a basic level, and she was capable of recreating Fred's persona accurately enough to fool Fred's parents. She told Wesley that she could take any form she chooses.

Empathy: Illyria had 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.

Flora communication/Manipulation: Illyria communicated with flora, often spending hours at a time communing with a plant and when she was fighting the Old One at the Deeper Well she was seen controlling and manipulating the plants so that the plants can bind the Old one.

Species differentiation : She was 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").

 Energy Projection: Illyria was seen firing a blue force blast from her hand while she was fighting the creature of magic in magic town

Teleportation: Illyria was able to teleport from one place to another.

Force Field Generation:It is said that Illyria's symbols contains a copy of Illyria's powers after the events of the crossover between Illyria & Liandra in Fallen Angel: Reborn, in the comic Fallen Angel ( Return of the Son ) Benny stole the two blades of Illyria's Symbols and used it's power to create a force field to protect himself from Liandr's Angelic powers when she was destroying Bete Noire.

Other: Illyria retained 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 was stronger than Spike and Angel combined (having proven at one point to be able to engage both in battle simultaneously and come out victorious). She also demonstrated some awareness of past spells, able to detect that something had altered Fred's memories before she acquired Fred's body even if she was unable to determine what had existed in Fred's mind before the spell changed things.

Diminished
After being drained by the Mutari generator, Illyria's abilities were significantly diminished. Her strength was decreased (although retaining a high level of strength as she was still able to shatter a demon's head with a mere punch), 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, and she was later beaten unconscious by Marcus Hamilton. 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 then-human status).

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

Fluctuations
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.

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 informed her she was once again in possession of her full range of abilities. These powers were later stolen from her by the Siphon, leaving her fully mortal. After the restoration of magic by the new Seed of Wonder, Fred appeared in Magic Town, carrying all of Illyria's memories, with Illyria able to take control of their body at times with her powers fully restored.

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 & 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 referred to Illyria as "Fred Sonja"

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 truly 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 have 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 took 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 – Initially, 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. 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. Gunn was proved to be right, as Illyria was very much alive and well.


 * 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. During "Time Bomb", while hopping through time uncontrollably with Angel, Illyria ended up offering him advice that he used about being the master of your own fate and not letting others control you. This caused him to comment that she might "make the team yet." 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. Although Illyria expressed disdain for her old alliance with Angel after she was restored once the Seed of Wonder was reborn, Angel attempted to assure Illyria that the team had valued her for who she was as well as her existing ties to Fred.


 * 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.


 * 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. After Fred and Illyria are restored to existence following the restoration of the Seed of Wonder, Illyria expressed disdain for Fred's human weakness, but Fred was able to regain control of their shared body, refusing to allow Illyria to harm her friends.


 * Buffy Summers – had enlisted the assistance 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.  During the battle to gain entrance to the Deeper Well, Buffy was almost killed by a demon who had her in its grasp, if not for the intervention of Illyria and Eldre Koh, who both desired to aid Buffy in her mission to save her sister, implying a sense of honor on Illyria's part, as she willingly entered the fray with little to no power and was the key to finding out about the consequences of Simone and Severin's plan. Buffy gained great respect for Illyria after having a hand in restoring magic to Earth and saving Dawn, acknowledging the sacrifice she made.

Behind the Scenes

 * She was portrayed by Amy Acker.
 * Illyria is the oldest main character from either Buffy or Angel, with the possible exception of Dawn Summers if her time as the Key is counted.
 * Fred and Illyria appear together in Angel & Faith ('United').
 * Had there been a sixth season of Angel, Illyria would have taken on Fred's appearance more often to blend in.
 * All I know is he [Joss] was going to have Illyria have the ability to switch back and forth to Fred, like a Superman/Clark Kent kind of thing between Fred and Illyria. She was going to be transforming into different people which I was excited about, not having to do 3 hours of make-up. So that was one thing and another was going to be this whole big mafia thing where we went over and killed all the bad guys and then we were going to kind of become like all these groups were going to turn into a sopranos type mafia thing.
 * Illyria's story shares some similarities to that of Psylocke from Marvel Comics. Psylocke's body was swapped with Kwannon's without their consent. Kwannon was a Japanese ninja with periwinkle purple hair. The transfer caused them to exhibit some of both women's respective traits, giving to Psylocke the problem of having to balance her two personalities, similar to Illyria when she preserved the personality of Winifred Burkle.
 * The name Illyria probably refers to the figure Illyrius in Greek mythology who ruled over Illyria and became the ancestor of the Illyrian people.
 * Illyria is the first antagonist to be in redemption and who finally reject it.
 * Illyria is also somewhat similar to Anya Jenkins. Both women are very crude when describing their murderous past, have a lack of social tact and searching to obtain human comprehension.
 * Artist Will Conrad depicts Illyria as having blackened eyes in Angel & Faith, quite differently from how she looked on Angel.
 * Amy Acker's character in Joss Whedon and Drew Goddard's horror film The Cabin in the Woods is grabbed by what appears to be a giant octopus, likely referencing Illyria.
 * There is currently much debate about whether Illyria is more powerful than Glorificus and vice versa or their powers are equal/rivals one another considering Illyria in brutal strength equally as powerful as Rowant Mor ( a Higher power her self that predates both The Powers That Be and Old One ).

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"
 * "You Haven't Changed A Bit"

Illyria: Haunted

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

Angel & Faith

 * Family Reunion, Part One

Buffy the Vampire Slayer Season Nine

 * "Welcome to the Team"
 * "The Watcher"
 * "The Core, Part One" (only in flashbacks; primordial form)
 * "The Core, Part Two"
 * "The Core, Part Three"
 * "The Core, Part Four"
 * "The Core, Part Five"

Buffy the Vampire Slayer Season Ten

 * "New Rules, Part Two"
 * "Day Off (or Harmony In My Head)" (cameo)

Angel & Faith Season Ten

 * "United, Part One"
 * "United, Part Two"
 * "United, Part Three"
 * "United, Part Four"
 * "Fight or Flight"
 * "Those Who Can't Teach, Teach Gym, Part One"
 * "Those Who Can't Teach, Teach Gym, Part Two"
 * "A Little More than Kin, Part One"
 * "A Tale of Two Families, Part Two"
 * A Tale of Two Families, Part Three
 * A Tale of Two Families, Part Four