Illyria

"To never die... and to conquer all, that is winning."

- Illyria

Illyria (reborn 2004 in Los Angeles) was one of the Old Ones, the powerful pure-breed demons which ruled earth prior to and during the rise of humankind. In 2004 she reincarnated in the body of Winifred Burkle. She's portrayed by Amy Acker.

Millions Of Years 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.

Wolfram & Hart
Illyria's resurrection was masterminded by her worshiper Knox, who chose Fred -- with whom he had fallen in love -- 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 afterwards, 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 backwards 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 and withdrawn after the loss of her powers, which she considered a significant defeat. 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 extremly 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 -- 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 travelled 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. 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. 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. Returned to Fred's body, Illyria had newfound respect for human life and proceeded to aid Team Angel in their fight. "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

After the temporal fold, Illyria dissapeared only to reappear guarding Gunn from the former Lord of LA, threatening them with the head of one the other Lords. Spike stated that she has continued to become even more unstable than before.

"Heed my words. The Last Lord who ventured into Silverlake did not."

- Illyria

After Gunn recovered she was seen in a car leaving Los Angeles with him, subsequently visiting Fred's parents in Texas- the Burkles dismissing Illyria's appearance as Fred going through a 'blue Goth' phase- and dealing with an awakened Old One.

Back to Angel Investigations
Having returned to Los Angeles, Illyria has rejoined Angel Investigations, seeming content to follow Angel's command, later 'nominating' Connor for leadership after Angel is 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.

Powers and Abilities
The full scope of Illyria's power is unknown. When Illyria takes over her new "shell," Illyria possesses tremendous physical strength. Spike likens a blow from Illyria to being hit by a Mack Truck. Her strength, reflexes, 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 body 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 physical 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 most demons with human-like DNA structures are called in the Buffyverse), 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).

Powers diminished
After being drained by the Mutari generator, Illyria's abilities are significantly diminished. Her physical strength is 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 has 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 perceives that Illyria is no longer as invulnerable as she once was ("The Girl in Question"), and she is 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 kills several members of the Circle of the Black Thorn with minimal difficulty. She retains her ability to morph her physical appearance.

Her ability to alter time, while removed by the Mutari generator, seems to have at least partially returned as a result of the aftermath of L.A.'s relocation to hell. To what extent this ability can now be used has yet to be seen; during her fight with Angel, he reverted briefly to his former human self (Liam), his puppet self ("Smile Time") and a baby due to her manipulation of time, but the erratic nature of these shifts seems to indicate that she lacks any real control of her powers. Whether or not she has regained the rest of her powers (plant communication, interdimensional travel, etc.) remains to be seen.

Presumably, in her true primordial form, she is a gigantic, cephalopod-like creature with strength proportionate to her size and massive tentacles which allow her to exhibit an otherwise superhuman grip.

After time was reverted, her power was presumably returned to diminished levels.

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

Spike: After the Fall

 * Spike: After the Fall 
 * Spike: After the Fall 
 * Spike: After the Fall 
 * Spike: After the Fall 

Angel: After the Fall

 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 
 * Angel: After the Fall 

Angel: Aftermath

 * Angel: Aftermath 

Post-After the Fall

 * Angel (IDW ongoing series) 

Angel: Only Human

 * Angel: Only Human 
 * Angel: Only Human 
 * Angel: Only Human 
 * Angel: Only Human 
 * Angel: Only Human 

Angel: One-Shots

 * Angel Special: Lorne

Angel: The Crown Prince Syndrome
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 * Angel: The Crown Prince Syndrome 
 * Angel: The Crown Prince Syndrome 
 * Angel: The Crown Prince Syndrome 
 * Angel: The Crown Prince Syndrome 
 * Angel: The Crown Prince Syndrome