Season 4, Episode 2
Groundstate Main
Air date October 13, 2002
Written by Mere Smith
Directed by Michael Grossman
Episode Guide
"Deep Down"
"The House Always Wins"
David Boreanaz Angel
Charisma Carpenter Cordelia
J. August Richards Gunn
Amy Acker Fred
Vincent Kartheiser Connor
Alexis Denisof Wesley
Guest Starring
Stephanie Romanov Lilah
Alexa Davalos Gwen
Rena Owen Dinza
Tom Irwin Elliot
Co Starring
Belinda Waymouth Ms. Thorpe
Heidi Fecht Mrs. Raiden
Michael Medico Mr. Raiden
Jessica M. Kiper Nick
Easton Gage Young Boy
Megan Corletto Young Gwen
Patrick A. Horton Man in Bar
"Ground State" is the second episode of the fourth season of Angel and the sixty-eighth episode overall. Written by Mere Smith and directed by Michael Grossman, it was originally broadcast on October 13, 2002 on the WB network.

Angel's search for Cordelia takes him to Wesley, now an independent demon-hunter/killer with his own gang. He refers Angel to a demigoddess named Dinza, who tells him he can find Cordelia by using a talisman called the Axis of Pythia. Angel soon crosses paths with Gwen Raiden, a highly-paid professional thief who can kill a person or disable electronics by projecting electrical pulses. Gwen is seeking the same talisman for her employer, Elliott. Angel and Gwen steal the Axis together. Angel learns that Cordelia is now a higher being.


It is October 28, 1985. Mr. and Mrs. Raiden bring their young daughter Gwen to Thorpes Academy, a special school in the small town of Gills Rock, Wisconsin. Gwen is dressed in a body suit with gloves, so that only her face is exposed. Lydia Thorpe, the headmistress, thanks the couple for a recent and generous gift to the school and adds that a portion of the gift was invested in special accommodations for Gwen.

As Gwen and Lydia walk away, the heamistress reminds Gwen that she must stay away from the other students. She bats Gwen's hand away when Gwen attempts to hold her hand.

Gwen sits under a tree by herself eating lunch while the other children play. She removes a glove so she can eat. A boy walks over to her, asking, "Are you a freak?" She says she does not know. He offers her a toy car of his. When she reaches for it, a spark flashes from her hand. The toy car is blackened, and the boy is stretched on the ground unconscious.

Angel tours Cordelia's old apartment. The AI team is making it ready for the landlord to rent it, on the assumption that Cordelia will not be back. Angel asks whether Phantom Dennis knows anything about Cordelia. Fred says he is upset that Cordelia is still missing, but knows nothing.

Wesley has started his own para-military demon-fighting organization. He and several of his colleagues are fighting a demon in a basement. Angel enters just as Wesley kills the demon and retrieves a motel key, which opens the room where a man is being held prisoner.

Angel thanks Wesley for rescuing him, but Wesley remains silent. Angel says that, so far as he's concerned, he and Wesley are OK again however it becomes clear that Wesley has no intention of rejoining Angel Investigations or his former friends, and that he hasn't forgiven Angel yet for trying to kill him. Wesley opens a metal briefcase and finds a file folder, which he hands to Angel. It contains all the information he has gathered about Cordelia's disappearance. Wesley says he thinks Cordelia is alive but no longer in this dimension. Dinza, an ancient goddess, might have information, but only the dead can enter her presence.

Following Wesley's directions, Angel walks through the sewer looking for Dinza's lair. When he enters the right chamber, it magically transforms and he is face to face with the goddess. Dinza tells him that Cordelia is far away and no longer needs him. Angel replies that he needs her. Dinza says Angel should look inside the Axis of Pythia, an ancient power that bridges all dimensions. When Angel asks Dinza why he should trust her, she replies, "Because I'd love to keep you, but you have so much more to lose."

A man is waiting in a white-tablecloth restaurant. Gwen Raiden, now grown up, and dressed in a flamboyant and revealing costume, joins him at table. He is hiring her to steal the Axis of Pythia. She claims it is worth $33M, but he wants to pay her a commission based on a value of $6M. She reaches for his hand, which he withdraws in panic. She steals the watch off his wrist. When they are unable to reach agreement, she destroys his watch with her electrical power and walks away.

Cordelia, as a higher being, is watching events at the Hyperion Hotel, where Fred presents what the AI team knows about the Axis of Pythia. She says it was forged from the tripod fo the Delphic Oracle. It is a metal arch on a marble base, standing about two feet high and weighing eighteen pounds. Angel draws a detailed picture of it from memory, though he claims he copied the picture from a book. Fred says the Axis has the power to locate souls and entities across dimensions. The Axis is being held, under very tight security, at the Chandler auction house, which deals in black market objects. Angel is confident that he can steal the axis without anyone going to prison. The three make plans.

Gwen Raiden is preparing for a heist.

Lilah and Wesley are kissing at his apartment. Lilah knows that Wesley kidnapped Justine and raised Angel from the sea. Lilah intends to "befriend" Connor for the benefit of Wolfram & Hart.

Gwen Raiden lands on the roof of the Chandler auction house. She disables the building's security system and enters. Angel, Fred and Gunn climb onto the same roof shortly afterward. The AI team members pause to review their plans. They do not know that Gwen is watching them through a security camera.

While Fred tries to disable the security system and Gunn overcomes the armed guards, Angel finds the vault. A metal gate unexpectedly closes, blocking his way. Gwen enters the vault through the ceiling. Angel tries to talk Gwen into sharing the Axis of Pythia with him, but fails. As Gwen is about to escape, Fred defeats the vault security system, enabling Angel to open the gate. Gunn rushes Gwen, who electrocutes him. As Fred shows up, Angel announces that Gunn is dead. Gwen gives Gunn a second shock, restarting his heart. Angel and Fred seek medical help while Gwen escapes.

Connor walks by himself near a hobo village. Lilah observes him through binoculars. Angel surprises her. He tells her about theft of the Axis of Pythia. He offers to ignore, just once, the fact that she was observing his son if she will find out who was responsible. Before he leaves, he reveals that he can smell Wesley's scent all over Lilah and vice-versa, working out that they've been sleeping together.

Gunn are Fred are in a room at the Hyperion Hotel and while Gunn attempts to laugh off the fact that he died, Fred is far more reserved about it. Eventually Fred sounds off on how tired she is of carrying so much responsibility and how scared she was when Gunn briefly died before breaking down in his arms.

Gwen restarts Angel's heart

Thanks to Gwen's power, Angel's heart beats for the second time in two hundred years.

Angel catches up with Gwen in a hotel lobby. She notices that he casts no reflection in a mirror. The two fight. She takes off her gloves. The two tumble into an elevator. Gwen opens Angel's shirt and puts her hands on his chest. The electrical shock starts Angel's heart beating for the second time in two hundred years. The two kiss.

The elevator door opens to reveal the man, Eliot, who hired Gwen to steal the Axis of Pythia. He upbraids Gwen for being indiscrete and unprofessional. The elevator door closes while poison gas is pumped in. While Eliot talks to his wife Molly on a telephone, Angel and Gwen break out. Gwen wants to kill Eliot with her electrical power, but Angel stops her. Gwen is now convinced that Angel wants the Axis for reasons of love. She walks away, letting him have it.

Gunn and Fred wait anxiously outside a room at the Hyperion Hotel as Angel uses the Axis. When Angel emerges, he tells his friends that he found Cordelia is now a higher being working for the Powers that Be. The three resign themselves to never seeing Cordelia again, but take comfort in the fact she's clearly in a place of joy and love that she is where she belongs.

Cordelia, watching, despairs and wants nothing more than to leave the higher realms.


  • Angel mentions that he has done "a heist like this" twice before. This is possibly referring to "The Shroud of Rahmon", where he and Gunn infiltrated a group to steal the Shroud of Rahmon, and the Buffy episode "Choices", where he and Buffy broke into the Mayor's office to steal the Box of Gavrok (In Angel's defence, both heists were successful, although the Shroud nearly drove everyone involved in the heist insane due to its nature while the Scooby Gang had to return the Box of Gavrok after the Mayor captured Willow).
  • Angel reveals in this episode to Lilah that he knows of the relationship between herself and Wesley, having apparently smelled both of them all over each other.

Body Count Edit

  • one demon, beheaded by Wesley
  • Gunn, electrocuted by Gwen (resurrected after with another shock)



Behind the Scenes Edit


  • Although he does feature in the episode, Vincent Kartheiser as Connor has no dialogue.
  • This is the only episode of the fourth season, and the last episode of the series, not to feature Andy Hallett as Lorne.

Pop Culture References Edit

  • Gwen's last name, Raiden, is a reference to Raijin (who is also known as Raiden), the god of storms and thunder from Japanese Shinto mythology.
  • Angel asks Dinza if she knows the location of Jimmy Hoffa, a Twentieth Century labor leader.
  • Lilah refers to herself as Mrs Robinson, the glamorous older woman who seduces Dustin Hoffman's character in The Graduate. Connor will indeed develop a fondness for older women which he professes in season 5 (Origin).
  • When Gwen fuses her client's watch, he cries "That's a $12,000 watch," to which she coolly replies "Now it's Surrealism." This is a reference to Salvador Dalí's famed painting "The Persistence of Memory", which depicts melted clocks and watches.
  • Batman: Gunn: "This is so much harder than it looks on Batman."
  • Flash Gordon: Gunn: "Then Angel would've picked me up and 'Flash Gordoned' me to the ER."
  • Gwen references Superman, referring to Lex Luthor.

International titlesEdit

  • German: Die Achse der Pythia (The Axis of Pythia)
  • French: Cordélia, où es-tu? (Cordelia, where are you?)


Other Edit

  • Gwen told Angel "Nice kiss." Chances are it was her first and only kiss up to that point, since she's always "wired" and could not touch anyone.
  • In the 1985 flashbacks, Gwen is seen wearing a puffy pink Old Navy jacket, as indicated by the brand name on the zipper. Old Navy was not founded until 1994.
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