Season 5, Episode 15
Air date February 25, 2004
Written by Joss Whedon
Directed by Joss Whedon
Episode Guide
"Smile Time"
David Boreanaz Angel
James Marsters Spike
J. August Richards Gunn
Amy Acker Fred
Andy Hallett Lorne
Alexis Denisof Wesley
Guest Starring
Sarah Thompson Eve
Jonathan M. Woodward Knox
Jennifer Griffin Trish
Gary Grubbs Roger
Alec Newman Drogyn
Co Starring
John Duff Delivery Man
Jeremy Glazer Lawyer
Kevin Grevioux Delivery Man

"A Hole in the World" is the fifteenth episode of the fifth season of Angel and the 103rd episode overall. Written and directed by Joss Whedon, it was originally broadcast on February 25, 2004 on the WB network.

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


The episode opens on a flashback in Texas, as Fred's parents are helping her pack for her move to Los Angeles to begin her graduate studies in physics at UCLA. As she packs her stuffed bunny Feigenbaum, Fred promises her worried parents that she will live a boring life, which couldn't be farther from the truth.

In the present day, Fred takes out some demon eggs with a flamethrower. When one begins to hatch, Wesley shoots it with a shotgun. Soon all the demon eggs are gone, and Wesley and Fred enjoy the romantic feeling of the moment as Angel and Spike come around the corner arguing due to Spike running Angel through with a sword in order to kill a demon bug on his back. Meanwhile, at Wolfram & Hart's science lab, Knox accepts the delivery of a sarcophagus.

The next day, Gunn gives Wesley his blessing to his relationship with Fred after some briefing teasing. In the same conversation, he informed Wesley that he tracked the address that Lindsey McDonald was operating from during his attempts to destroy Angel through a lease agreement with Mike Nichols. Angel and Spike get into another petty quarrel, and Angel decides to make use of Wolfram and Hart's resources to send Spike wherever he wants. Spike likes the idea of being a roving agent, and likes the idea of getting away from Angel a whole lot more. In the science lab, Fred approaches the sarcophagus with curiosity, and as she leans over, a small window telescopes open and releases a puff of something, causing her to gasp and cough. She goes to get checked out by Wolfram & Hart doctors, and they say she is OK. She meets Wesley as she is returning to her office, and they get affectionate. Lorne passes them and tells them to “get a balcony.” Lorne starts singing “You Are My Sunshine” to Fred, who picks up the song. Lorne immediately turns and looks at Fred in horror, having read her future when she was singing. Fred suddenly starts coughing up blood and collapses. Lorne catches her and she starts convulsing as Wesley yells for medical assistance.

File:A hole.jpg

When Fred regains consciousness in the medical wing, she finds herself surrounded by everyone. Her friends assure her that she’ll be okay, even though they don’t know what’s wrong with her. “Handsome man saves me,” Fred says to Angel, bringing up the first thing she said to Angel after he rescued her in "Through the Looking Glass". Wesley comforts Fred after everyone else leaves, then rejoins the group in the lobby, where Angel admits some sort of parasite is slowly killing Fred. It is hardening her skin and cooking her internal organs--they will liquefy in less than a day. Wesley thinks something is hollowing Fred out, making room for itself. The gang wonder if the Senior Partners sent the sarcophagus; Gunn says he’ll go to the White Room and see if he can talk to the conduit. Angel tells Gunn that if the Senior Partners aren't responsible to try and get them to help. Wesley goes into researching the sarcophagus while Angel, Spike and Lorne head to Lindsey's apartment knowing there's a good chance he's responsible.

In his office, Wesley is checking one of the source books when an employee comes in asking for something not related to Fred's condition. When Wesley tells him that it can wait, the man says that the entire firm can't be working on Fred's case. Wesley, claiming he understands, calmly takes out a gun and shoots the man's kneecap. As the man screams in agony, Wes asks his assistant to send to him anyone else who isn't working on Fred's condition. Gunn goes to the White Room and tries to summon the panther, who doesn’t appear. He gets socked in the face and turns to see that he’s being hit by himself (or at least the conduit in the form of Gunn). The conduit tells him that he’s failing and the Senior Partners are tired of his “insolence.” Gunn wants to make a deal and trade his life for Fred’s. The conduit tells him that they already own Gunn’s life.

Angel, Spike, and Lorne go to Lindsey’s apartment, where they encounter Eve. She claims not to know anything about what’s happening to Fred and says that she hasn’t heard from Lindsey. Frustrated by her lack of concern for Fred, Lorne punches her and demands that she sing for him so he can make sure she’s not involved in what’s happening. Eve sings a little of "L.A. Song" and Lorne determines that she’s not involved, but tells her that "her future’s not too bright." As the guys leave, Eve asks if they’re going to tell the Senior Partners where she is. She says that there’s no info on the sarcophagus in the firm’s records, and the only things not in the firm’s records are the most ancient demons. She says that Wesley’s source books can bring forth any text and he needs to look through the oldest scrolls for information on the Deeper Well. In Wesley’s office, he tells the group that the demon in question is called Illyria, “a great monarch and warrior of the demon age... left adrift in the Deeper Well,” which is the burial ground for all the remaining old ones. Fred’s skin is “hardening like a shell”; she is being hollowed out so that Illyria can use her to return to the world. The Deeper Well is in the Cotswolds in England, and Angel and Spike prepare to go speak with its guardian. In the plane, Angel tells Spike talk for a while on their return to England, and Spike suggests seeing a show on the West End after saving Fred, but doesn't recommend Les Misérables. The conversation takes a serious turn when Angel states that he can’t lose Fred. Spike assures him they won't, as Angel sadly states "I lost Cordy".

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

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

File:A Hole World Illyria.jpg

Drogyn leads Angel and Spike into the Deeper Well, explaining that Illyria's sarcophagus disappeared a month before - as it was predestined to do - but the demon’s essence can be drawn back by a champion. However, if they bring the sarcophagus back to the Well, Illyria will leave Fred and enter and kill every person between L.A. and the Deeper Well; tens of thousands of people would die in agony. Angel realizes that he can't allow that many people to die, even to save Fred. Spike looks through the Deeper Well, which goes all the way through the center of the Earth, and says, “There’s a hole in the world. Feels like we ought to have known.” Angel is left completely devastated, knowing that now there is nothing that can save Fred.

In her apartment, Fred asks Wesley if he would have loved her; he tells her that he’s always loved her, even before he knew her. She asks him to tell her parents that she wasn’t scared. As she weakens, she says, “Please, Wesley, why can’t I stay?” She goes still and as Wesley hugs her, her eyes turn blue. Fred convulses and sends Wesley hurling across the room in one direction, while she tumbles in the other direction. Then she stands up - now taken over by Illyria - and looks at Fred's body, saying, “This will do.”


  • Fred dies in this episode. This makes her the third core member of Angel Investigations to die. The first was Doyle in Hero who sacrificed himself to save Angel and Cordelia, the second was Cordelia in You're welcome, and Wesley later dies in Not Fade Away.
  • In this episode Angel and Spike become more allied, united to save Fred. Angel even refers to Spike as a "champion" like himself.
  • While in the hospital Fred says, "handsome man saves me" referring to her first meeting with Angel in "Through the Looking Glass".
  • When Fred asks, "I'm a mummy, aren't I?", Spike replies, "I've fought plenty of mummies, and none of them were as pretty as you. Well, almost none." This could be a possible reference to the events of the Buffy Season Two episode "Inca Mummy Girl", in which an beautiful Incan mummy princess rises from the grave and sustains her life by absorbing the life force of Sunnydale's men. However, Spike did not appear in that episode.
  • Lorne's prophecy that Eve's future is "not too bright" comes to fruition in "Not Fade Away".
  • While in the airplane with Spike on the way to England, Angel says that although he hasn't flown in an airplane before, he has flown in a helicopter, an allusion to the helicopter he uses to beat the Wolfram & Hart SpecOps team to a school in the season premiere, "Conviction". Angel has also hung on to the outside of a flying helicopter, in "Sanctuary".  Presumably, Angel hasn't been on a plane because in Buffy, Season Two  ("Surprise"), Angel tells Buffy he can't fly--he can't risk or control sunlight. 
  • Eve sings a snippet of "L.A. Song", the song Lindsey performed on his guitar at Caritas in "Dead End".

Body Count

  • three demon warriors, killed by Angel and Spike
  • Winifred Burkle, possessed by Illyria



Behind the Scenes

thumb|300px|right|A Hole in the World - TV Promo


  • Joss Whedon originally intended for Rupert Giles to appear, as he needed a character who would be instantly believed by both the characters and the audience when he said that there was no way to save Fred, but it would have been too expensive to fly in Anthony Stewart Head to guest star. As a result, the character of Drogyn was created and, to ensure that he was believed by the audience, it is stated by Angel that it is impossible for him to lie. [1]
  • Joss Whedon admits he became emotional during the scene in which Fred dies: "I cried man tears when I wrote it, and when I filmed it and when I edited's one of the most beautiful things I've ever filmed." Amy Acker agrees, saying, "We kept crying while we were just reading the script; saying, 'We're not going to have any tears left!' Of course that didn't really hold true..." The final death scene was challenging for Alexis Denisof as well, who says, "There's a sort of tightening that happens with each scene where you feel it just getting worse and worse and I remember when we were shooting it that that was what kept choking me up. The situation of losing Fred was becoming more and more real and closer."[1]
  • The scene where Gunn is fighting himself in the White Room was done by filming J. August Richards twice in two shots, as he switched between good and evil Gunn.[1] Richards says of the experience, "It was one of the most fun things I've ever done on the show."[2]
  • "I thought it'd be really funny to kill Amy," Joss Whedon explains. He and the other writers decided to kill the character of Fred so that Amy Acker could "play somebody new, somebody who's regal and scary and different then anything she's gotten to do on the show. The best way to do that of course is to kill her and have her become somebody else." The character Drogyn—who is established as someone who cannot lie—was introduced so that when he says Fred cannot be saved, the audience believes it, explains Whedon.[1]
  • "Spike and Angel...they were hanging out for years and years and years. They were all kinds of deviant. Are people thinking they never...? Come on, people! They're opened-minded guys!" Joss Whedon says on the DVD commentary to this episode, when Spike so readily holds Angel's hand as they meet demons in battle.
  • The DVD commentary also has Joss reveal that the "astronauts versus cavemen" discussion that reoccurs throughout the episode is based on something written on the idea board in the writer's room.
  • This is the final episode in the Buffyverse to be written and directed solely by creator Joss Whedon.

Pop Culture References

  • When Angel and Spike are standing at the entrance to the Deeper Well, Spike says it's "Either that, or the entrance to Christmas Land" from the movie The Nightmare Before Christmas.
  • Gunn sings the song "Three Little Maids From School Are We" from the Gilbert and Sullivan operetta The Mikado, which is also a reminder that when he received his legal knowledge, he also received complete knowledge of all Gilbert and Sullivan operettas.
  • When Knox is looking for a way to cryogenically freeze Fred, Gunn says to Knox, "You got me all up in this Walt Disney mojo." He's referring to the well-known urban legend that Walt Disney's body was cryogenically frozen.



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