Season 3, Episode 6
Billy Main
Air date October 29, 2001
Written by Tim Minear
Jeffrey Bell
Directed by David Grossman
Episode Guide
David Boreanaz Angel
Charisma Carpenter Cordelia
Alexis Denisof Wesley
J. August Richards Gunn
Amy Acker Fred
Guest Starring
Stephanie Romanov Lilah
Daniel Dae Kim Gavin
Justin Shilton Billy
Co Starring
Richard Livingston Congressman
Jennifer Brooke Clerk
Cheri Rae Russell Female Officer
Gwen McGee Detective
Kristoffer Polaha Dylan
Rey Gallegos Sanchez
Charlie Parker Guy
Joy Lang Amber
Timothy McNeil Cab Driver
David Denman Skip
Kal Penn Young Man in Fez

"Billy" is the sixth episode of the third season of Angel and the fiftieth episode overall. Written by Tim Minear and Jeffrey Bell and directed by David Grossman, it was originally broadcast on October 29, 2001 on the WB network.

Angel and the gang investigate a wave of violence against women throughout Los Angeles, which they soon discover is the work of a partially demonic young man named Billy Blim (the same man Angel was forced to rescue from a fiery hell dimension by the lawyers of Wolfram & Hart in "That Vision Thing"). Billy is capable of infecting any normal man by mere touch with a murderous anger toward women. While Angel sets out to find Billy and stop him, Fred soon finds herself trapped at the hotel by Wesley, who's become infected by Billy's misogynist mojo. Meanwhile, Cordelia tries to find Billy in her own way, seeking the aid of a battered and reluctant Lilah, also a victim of violence from Billy's power.


At the hotel, Angel tutors Cordelia on swordfighting techniques. They have a little disagreement as Angel teaches her only defensive maneuvers to use until he can "swoop in to save her," while Cordelia wants to learn how to finish her opponent off. Plus, she points out that Angel himself might be the one that she has to fight.

At Wolfram & Hart, Billy, the misogynistic young man that Angel freed from his own cage in Hell in order to save Cordelia from her increasingly violent visions, is in Lilah's office. It turns out that he is the nephew of congressman Nathan Blim and part of one of the most distinguished political families in the United States. He has been missing for three days, and Wolfram & Hart has just recovered him. Lilah finds him in her office, talking to Gavin. Once Billy is safely back with his family, Lilah starts arguing with Gavin for coming into her office and "sniffing around" one of her clients, and for trying to take credit for Billy's recovery when he actually had nothing to do with it. Normally mild-mannered, Gavin abruptly turns on Lilah and starts punching and brutally strangling her. Billy hears this and smiles as he walks away.

The gang are all having dinner at Wesley's house, and they're having a good time. It turns out that Wesley is attracted to Fred, and invited her over for dinner... but he also invited everyone else over so that he wouldn't be alone with her. Cordelia suddenly has a vision of a man beating his wife to death in a convenience store. But the events from the vision actually occurred one week earlier. They investigate and find that the man had no history of violence, and his only explanation for turning on his wife was that he was trying to get her to listen to him as she wouldn't stop talking. Reviewing the security tape, the gang find Billy was in the store at the time of the attack. Cordelia blames herself because the Billy was freed by Angel to save her. Angel tells her that she shouldn't feel guilty, as he was the one who freed Billy from his prison.

Angel goes to confront Lilah about Billy in her apartment, and finds her drinking, with a badly beaten face. She explains that Billy can never be caught because he never lays a hand on the women that he's responsible for hurting. She also reveals that Billy is extremely rich and that his powerfully connected family protects him. She points out that Angel's chivalric concern is misplaced, since she knows he wants to kill her; she then slams the door in his face without inviting him in.

Angel sneaks onto the Blim estate and confronts Billy. He walks right into the house without needing an invitation, indicating to him that his hunch is correct; Billy is not fully human. The police arrive, presumably to arrest Angel for trespassing, and breaking and entering. But "no," an unperturbed Billy explains; they are there to arrest him, and that the police had found a body right where he said it would be. He set it up as a way to get off of the family estate, since they have been trying to keep him there. As they take him away, Billy touches one of the cops, and the place where he is touched glows for a moment. It turns out that Billy has some kind of demonic power such that when he touches men, he brings out some kind of "primordial misogyny" in them, causing them to attack and perhaps kill nearby women. On the way to the police station, the male cop who was touched by Billy attacks the female cop who is driving the police car, until she is forced to shoot him to protect herself. Billy is able to escape when the police car crashes during the fight. At the crime scene, Angel smells that Billy's blood is not fully human. Wesley takes some blood samples, accidently touching Billy's blood in the process and getting infected. As Angel tracks Billy, he comes across some non-demonic misogyny on the path, as he meets men who speculate that the women just had it coming, or were nagging and "deserved it."

Meanwhile, Cordelia goes out to stop Billy, explaining to Fred, "How can I not [go]?". Cordy first visits Lilah, and connects with her despite being on opposing sides as Cordy mentions Lilah's face, and that she's been crying. She cleverly uses Lilah's own pride and ruthlessness to fuel Lilah's desire to rebel against the horror that is Billy, against the interests of Wolfram & Hart.

Billy has made his way to a party of some kind where he meets his cousin Dylan, who is very uneasy around him. After he leaves, Angel arrives and has a talk with Dylan who is more than obliging with information once Angel states that he's looking to kill Billy. He explains that the whole family has a set of rules when dealing with Billy with the most important being that you don't, under any circumstances, touch him. Billy is heading to Santa Monica to get away on a private plane. Dylan also reveals that Cordelia visited earlier and he gave her the same information.

Back at the Hyperion, Wesley and Fred do some sleuthing. They figure out that Billy's misogyny is transmitted by blood, as Wesley, already infected, slowly starts to treat Fred with hostility. He tells her that she has been dressing too provocatively, that men are wired a certain way, that she secretly mocks men, and then he slaps her, knocking her down. Fred flees, and Wesley starts chasing her with an axe, repeating common misogynistic statements as he goes. Gunn arrives and helps Fred escape, but because he knows he has been infected (having also touched the blood which Wesley was examining), he gives Fred a chair leg and begs her to knock him out. At first she refuses, but when Gunn's attitude starts to turn for the worse and he tries to get the chair leg back so he can beat her with it, she knocks him out cold. She then subdues Wesley with a trap.

Cordelia, armed with a crossbow, finds Billy at the airport waiting to get onto his private plane. She confronts him, but before she shoots him, Angel arrives, and Billy infects him and goads him to attack Cordelia. Instead, he turns and attacks Billy (much to Billy's surprise); he is not affected by the hatred. Unfortunately, it is revealed that Billy has other powers. Using them, he is able to easily outmatch Angel when they fight. Cordelia picks up the crossbow and prepares to shoot, but can't get a clear shot of Billy. Suddenly, Billy is shot dead—by Lilah.

Later, as the entire gang have decided to take a few days off to reflect on everything that happened to them, Angel talks with Cordelia and they speculate as to why he was not affected. Angel thinks that the anger was something brought out in men, a primordial hatred that was always there but that Angel lost a long time ago, back when he was evil. Angelus never killed because of hatred, he did it for the sheer pleasure of it. Cordelia notes that, in a very strange sort of way, the demon inside of him is less petty than humans.

Meanwhile, Wesley has isolated himself in his apartment, as Fred tries to coax him to come back to work. He is too ashamed, feeling that Billy brought out a hatred that he didn't know he had. She argues that what he did was not his fault, that it was something that was put there, rather than something was let out. Wesley agrees to return to work, but as Fred leaves he starts to cry. Fred, hearing this, considers returning but decides to leave him be.


  • Fred is seen listening to a police scanner. This is the same police scanner that Angel stole in "Somnambulist."
  • Angel is seen doing three things which are in his physical repertoire but which are rarely seen: (1) He leaps straight up over a high gate, without climbing it; (2) He smells a bloody hand-print low on a wall at a distance from a crime scene; and (3) a moment after speaking with Wesley, he runs super-fast.
  • Cordelia and Lilah meet for the first time.

Body Count

  • Sanchez, shot by his partner
  • Billy Blim, shot by Lilah Morgan

Behind the Scenes


  • The episode was filmed only shortly after September 11, 2001, making the airport scenes a challenge.
  • Joss Whedon wrote two scenes for this episode: Angel at Lilah's apartment and Cordelia at Lilah's apartment.
  • Tim Minear and Jeffrey Bell had originally written the scene in which Wesley menaces Fred, and then slaps her, to come right at the very end of Act 2, and then cut to a break. Joss Whedon re-wrote the scene to have Wesley say, "Lie to me again and we're going to have a problem" at the end of act 2, and then, after the break, menace and slap her - which was actually more scary, and which shows that Wesley is going to become a dark figure, for a while. Both Minear and Bell agreed that this sequence worked better for the thrills and scares.
  • The upstairs levels of Angel's Hyperion Hotel, where Fred runs from Wesley and where Fred hides with Gunn, were actually shot at the condemned Ambassador Hotel in Los Angeles. The Ambassador was a famous hotel until it was demolished in 2005. It had been the site of Academy Awards presentations, and, more tragically, of the assassination of Robert F. Kennedy.
  • Writer Tim Minear says on the DVD Commentary that he was working on his share of the script when a friend called him to tell him about the attacks on the World Trade Center buildings on September 11, 2001. Minear was horrified. Then he had to return to writing "Billy," because he was under deadline.
  • According to writers Tim Minear and Jeffrey Bell, the early fight scene between Lilah and Gavin was written to be much more vicious, with lots of punching and blood. The scene was revised to show Gavin throwing her against a shelf and attempting to strangle her, though in a later scene, it is clear that Lilah took some heavy blows to the face.
  • The house belonging to Billy Blim's family was, in real life, previously owned by Los Angeles Mayor Richard Riordan.
  • When Billy smacks his hands down on the airport tarmac to gain power, the special effects of the tarmac cracking were created by Loni Peristere.

Pop Culture References

  • A reference to The Shining: Wesley chops a hole in the hotel room door to get to Fred.
  • Cordelia says Angel can't "go all Terminator".
  • Reservoir Dogs: When Cordy is standing over Billy, holding the crossbow in her hand, the shot closely resembles the famous shot of Mr. White standing over Mr. Pink.

International titles

  • German: Billy 
  • French: Billy 



  • All the female recurring characters in the episode are self-reliant, and do not depend on men to rescue them—they each rescue themselves. Cordelia strikes out on her own initiative to find Billy before Angel, and defeats him without any assistance. Fred is able to subdue both Wesley and Gunn, and Lilah takes the initiative to kill Billy, heedless of her firm's concerns.
  • The attacks against women are usually preceded by some kind of misogynistic comments that are of the kind that are frequently employed but without recognition that they are misogynistic. For example, Gavin tries to put Lilah in her place, Wesley blames Fred for dressing provocatively and not taking proper consideration for men, who can't be expected to control themselves, and Gunn tells Fred that comments like the ones she's making will get her beat up.
  • While Billy's origins are never stated, Lilah makes oblique reference to Billy having "family connections" in Hell.
  • The crisis Wesley faces at the end of this episode is similar to the one Xander will face in Hell's Bells. Both characters catch glimpses of themselves as not necessarily how they are, but how they could be, and what that would mean for the women they love.
  • On the commentary track, the writers, Tim Minear and Jeffrey Bell, explain Billy's backstory: his father raped a "good" demon, and the result was Billy.