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To never die… And to conquer all. That is winning.

Illyria, known as Illyria the Merciless[1] and the God-King of the Primordium,[2] was one of the Old Ones, the powerful pure demons that ruled Earth during the Primordium Age. In 2004, she resurrected in the body of Winifred Burkle, killing her in the process.[3]

Illyria went about her plan to unleash her army upon humanity, but it was thwarted when she discovered the destruction of her Army of Doom in the millennia that had passed.[4] Purposeless and driven by the memories of Fred, Illyria struggled to find her place in the new world, and she ultimately joined the Angel Investigations team in their fight.[5] Illyria fought besides Spike during the Fall of Los Angeles and joined forces with Buffy Summers during the end of magic, when she sacrificed herself to create a new Seed of Wonder.[1]

However, Fred and Illyria were resurrected with the new magic, with both sharing the same body. They were reunited with Angel in London[6] and eventually participated on the battle of the Reckoning with the Scooby Gang,[7] when Illyria sacrificed herself once again by leading the enemy army to be banished into a hell dimension with her.[8]


Eons ago[]


Illustration of Illyria's original form.

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,[4] 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.[6]

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.[3]

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.[4]

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 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.[4]

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 was released directly to her mouth. Illyria manifestation was described as an infection that liquefied her organs, hardened her skin, and consumed her spirit. After hours of increasing agony, Illyria completely overtook Fred's body,[3] also absorbing Fred's memories.[4]

Shells Illyria 01

Illyria has her powers restored from her sarcophagus.

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. Soon she discovered that the army was destroyed long before. 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 then occupied the body of his love.[4]

Illyria spent her time talking with the oft-drunk Wesley[9] until he found her a pastime: training with Spike. More accurately, she would beating the vampire up while he tried to ask her how she felt when he hit her and recorded the details on a clipboard. Although Illyria criticized his adaptability, declaring adaptation to be a compromise, she enjoyed beating him up, expressing her desire to keep him as a pet.[10]

When Wesley mentioned to Illyria that Gunn was trapped in Wolfram & Hart's Holding Dimension, Illyria opened a portal and rescued him 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.[2]

In her weeks reincarnated, Illyria's power grew unstable, throwing her 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. The explosion sent Angel backward in time to shortly before Illyria killed the others, allowing him 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.[2]

As a result of the Mutari generator, Illyria was stripped of much of her 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 [was] worse than death." 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.[11]

Illyria developed a connection with Spike, who communicated easily with her and helped her venture into the world. He explained to her why Wesley began ignoring her: she may consider herself extremely weakened, but for a lot of people, her ability to take on Fred's form and persona was her strongest ability due to the emotional ties everyone had to Fred. Spike also invited Illyria to go demon hunting with him, when she easily killed a Boretz demon with one kick.[12]

After Team Angel received the recently attacked Drogyn, who believed Angel had been corrupted, Illyria was chosen to protect him.[12] However, she was beaten and humiliated by Hamilton, which fueled her anger and motivated her to join the final battle against the Senior Partners.[5]

Not Fade Away 02

Illyria joins Team Angel 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.[5]

Fall of Los Angeles[]

There's nothing human about her. She wants it! She's trying to force it... but there's nothing left but — Illyria.

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 for her to transform back into Illyria. The new dimension was causing Illyria's powers to go out of control, and Fred's personality was seemingly surfacing at random in her body.[13] 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.[14]


Illyria assists Spike during the Fall of Los Angeles.

Spike and Illyria were eventually kidnapped by Non,[15] a demon who absorbed her powers from the life-force of humans. Non kept Illyria prisoner in a cage for over a month, before unsuccessfully trying to behead her. Illyria broke free and forcefully kissed Spike after hearing of his physical relationship with Maria Harley. Spike was stunned by this action, but comforted Illyria by agreeing that she was his priority again.[16] 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 revealed to merely be Illyria attempting to be human.[17]

When Non began to draw power from Jeremy, the last human present, Illyria quickly murdered him, a decision which horrified Spike. Becoming increasingly unstable due to her uncertainty over whether or not she had done the right thing, 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.[17]

Illyria and Spike took Non's position as Demon Lords of Beverly Hills,[17] 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 increasingly erratic, and she fought Angel and his dragon when he tried to contact Spike.[18] 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.[19] She continued to alternate between personas, with "Fred" emerging when around those she cared about. Gunn — then an evil vampire —[20] planned to capitalize on Illyria's instability; he wounded her in her Fred form[21] and caused her revert back to her original, primordial form.[22]

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 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.[23] The dying Illyria was restored when the Senior Partners reversed time to undo Angel's death at the hands of Gunn.[24]

When the world went 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 then gone forever. Spike described her new comportment as human.[24]

Gunn's guardian[]

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.

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, apparently never left the hospital's grounds while watching over him, and she managed to save Gunn from several attacks before his awakening.[25]

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 was revealed that Illyria defeated the T-Rex, and does the same to Non (throwing her into the air with all of her strength).[25]

Illyria turned to Gunn and explained that she was 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 then within her own head.[25]


Illyria and Gunn speak of their humanity crisis.

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.[25]

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 since he was then 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.[25]

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.[25]

World without magic[]


Illyria teams up with the Slayer.

During the end of magic, Gunn could not track Illyria anymore.[26] She managed to find a place in a Magic Council relating to Severin, "the Siphon." Illyria's abilities remained undiminished, and she teleported the Slayer Buffy Summers to her Council from San Francisco to Los Angeles, abruptly forcing her to join them.[27]

Illyria introduced herself to Buffy, who knew of her existence from Angel and Spike, and learned that the Slayer already knew two members of the 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, 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.[28]

Illyria, Buffy, and 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. They returned to the Council's base of operations, and Buffy revealed Severin's intentions: he manipulated the Council and expected them to send Illyria to defeat him, planning to absorb her time traveling abilities to go back in time and prevent his girlfriend's death.[29]

Having followed them, Severin attacked the Council headquarters. Illyria reasoned she was ready to face him and did no fear losing her power; she could handle the Siphon, but he could not handle her powers. She went to Severin and fought him; as expected, he overpowered her once more and began to absorb her abilities. Illyria teleported Buffy and Koh to help her, but they ended up in the wrong place. Illyria screamed as Severin drained her of her power.[29]


Illyria loses her demonic powers.

Once Illyria awoke, Buffy and Koh informed her the Council members had fled to save themselves from the Siphon. Completely robbed of her power, Illyria's appearance to revert back to that of Fred's. However, Illyria's main concern was what Severin would do with her power, not her lacking of. Without the Council, Illyria decided to assist Buffy with stopping Severin. In Buffy's apartment, Illyria saw herself in a mirror and declared she should be dead; when Severin ripped her of her power, he should have left behind a hollowed shell, but Illyria survived, and she was curious as to why and how.[30]

Buffy learned that her sister, Dawn, was in a coma, and Illyria accompanied her as Andrew and Xander tried to transfer Dawn's mind into a Buffybot. The process was failing, and Illyria pointed out the lines on the computer were not Dawn's brain waves, but mystical energy leaving her body. The group pieced together that Dawn was dying because the magic keeping the Key alive had been fading since Buffy destroyed the Seed of Wonder.[30]

Illyria, along with Koh, followed Buffy and the others to the Deeper Well. 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.[31] 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.[32]

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, 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.[33]

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."[1]

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.[34]

Restoration of Fred[]

Following the restoration of magic, Angel discovered Fred walking around in Magic Town.[35] Talking with his new ally Nadira Kureishi — 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 recalled everything Illyria did while using her body and was aware of Illyria within her, granting Fred access to Illyria's older memories.[36]

Angel and Faith took 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 Koh's family.[37] However, despite her power and disdain for her old alliance with Angel, Illyria was defeated when Fred took back control by fighting her in a mental plane, halting Illyria's rampage and regaining control of her body.[38] Illyria would take over when they needed her powers, such as fighting a trio of witches in Galway[39] and defending herself from a group of vampires cornering Fred.[40] Fred helped Illyria learn to trust, and, in their new team of Angel, Faith, Koh, Nadira, Lavinia, and Sophronia, they fought against Archaeus in defense of the magic of Magic Town.[41][42]


Illyria and Fred manifest back and forth.

Fred and Illyria accompanied Angel in an investigation of a haunted hotel in Dublin, where Illyria detected the disturbance was a portal that called them to the past.[43][44] They faced and survived the perils from various moments of Illyria's and Angel's past, including their past selves.[45][46] At one point, Illyria convinced Angel to not kill his old self in attempt to save his family, assuring that Fred would still be saved from Pylea. Illyria offered him comfort, and they had sex.[47] Back in their time, Illyria, Fred, and Angel identified and undid the time paradox from their travels that had called for them in the first place. Afterward, Fred concluded her relationship with Illyria was complicated, but they had gotten used to live together and neither could force a decision the other was against.[48]

One year later, Angel and Illyria were dating, though not in the traditional sense as they were both immortals. They heard of dark forces merging in San Francisco, and Wolfram & Hart coordinated an attack against Willow's empowerment center and its Slayers. Illyria and Angel joined the Scooby Gang in the fight, but they were overpowered. The source was Harth Fray, a vampire coming from the future with memories of the final battle of the Reckoning. To learn how to deal with his attacks, the group united Willow's magical knowledge, Illyria's time traveling powers, and Dawn's portal abilities as the Key to seek the help of the Slayer from Harth's future, Melaka Fray.[49]

In the battle of the Reckoning, Harth stole the collective power of the Slayers, weakening their side.[7] With no other option, Dawn opened a portal to a hell dimension, and Buffy planned to force the demons through as history dictated. However, Illyria jumped in, assuming her Old One form and sacrificing herself to force the demons in. Afterward, Angel worried that, when they eventually get Illyria back, she wouldn't want to leave, but he decided to wait for her. Ultimately, Illyria's sacrifice in Buffy's place changed the course of history, allowing Slayers build a future better than the one they had witnessed.[8]

Personality and traits[]

Illyria was regal and 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 the former ruler of the world, had a big problem with authority and people who tried to order her around, which was partly the reason for her initial distaste for Angel. Once she realized her people were destroyed, she lost her purpose and struggled to fit in with this new world she had awoken in.[citation needed]

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.[citation needed]

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.[11] 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 was seen difficult for her to do so. Wesley described her as "unpredictable" and at times emotionally unstable.[2] While she did had 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.[citation needed]

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.[citation needed] 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 would kill someone or something,[5] which was often unsettling and disturbing to those around her.[citation needed]

Illyria eventually 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 had shown a greater capacity for having concern and respect for others and their well-being. She had 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 had diminished significantly, allowing her to work well with others.[citation needed]

Her eccentricities were still evident as she whisked Buffy away from her current location to introduce her to the Magic Council, somewhat disregarding whatever situation would arise when she did so. This had been evidenced by her eventual exploits in the Council she belonged to. Working with the likes of Buffy to fight the growing threat of the Siphon, as well as working to protect the universe from being torn apart by the Siphon's plans, despite her depowered form, alongside Buffy, Willow, Xander, and Koh.[citation needed] Finally, her decision to stay by Severin's side as he attempted to empower the new Seed of Wonder, allowing Willow and the others the opportunity to escape whatever consequence would occur, exhibited a strong degree of compassion on Illyria's part, known to be merciless and violent in the days of old.[1]

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. However, as Fred and Illyria continued to co-exist, Illyria had returned to some degree of her old role on Angel's team, willing to assist him when circumstances call her out from Fred.[citation needed]

Illyria was referred to primarily with female pronouns after taking over Fred's body, but was referred to with the neuter "it" when discussing the Old One's original form.[3]

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.

The full scope of Illyria's power was unknown, but, as an Old One, it was tremendous. Even the powerful creature of pure magic of Magic Town feared her due to her godly power.[citation needed]

  • Strength: While in a human shell, she still possessed tremendous superhuman strength that allowed her to overpower both Angel and Spike simultaneously.[4] After her resurrection, Illyria could throw a Slayer and a car flying high into the air.[50]
  • Speed: Illyria could move incredibly quickly, enough to easily outrun Angel, a 250-year-old vampire. She could also dodge attacks with perfectly-timed maneuvers; when Angel and Spike charged at her with swords, she avoided their blows simultaneously with simple movements, before grabbing onto their swords and tossing the two vampires aside. She also dodged Wesley's bullets, shot at her from only several feet away, twirling out of the way at point-blank range.[citation needed]
  • Durability: Her skin was a hardened shell, providing her superhuman durability and stamina. Even before gaining an armor, she was 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. Her invulnerability was extremely powerful that even in her diminished state Illyria was able to withstand a powerful blast of fire fired to her by the dragon Cordelia.[citation needed]
  • Regeneration: On the rare occasion she was wounded, Illyria could instantly regenerate all sustained damage.[citation needed]
  • Immortality: As one of the most powerful Old Ones, Illyria could never be completely destroyed, even if her body were to perish, her essence would live on and she could find ways to come back into being.[citation needed]
  • Heightened perception: Illyria had some degree of heightened awareness, given how she could distinguish humans (or "primitives") from demons, vampires, and other creatures (e.g. Marcus Hamilton). Wesley hypothesized that at one point that Illyria was counting oxygen molecules.[citation needed]
  • Time manipulation: Illyria had the power to manipulate time by slowing it, stopping it and going forward and backward in time. She 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 had moved. She would alter the flow of time to produce a slow motion effect as well as stopping time, as seen when she froze the warlock Cyvus Vail.[10] 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.[2] When Angel was thinking about his past trying to find solutions to his problems, Illyria used her powers to send them back to the Primordium Age, to the time with Darla when he was Angelus and finally to bring them back to the present.[citation needed]
  • Interdimensional travel: Illyria had the power to open inter-dimensional portals with it, having claimed that she traveled all of them as she pleased.[citation needed]
  • Shapeshifting: Illyria could alter her appearance on a basic level, and she was capable of recreating Fred's persona accurately enough to fool both Roger and Trish Burkle. She told Wesley that she could appear as she chooses.[11] This ability includes skin, hair, and clothing as well.[5]
  • Empathy: Illyria had empathetic abilities that allow her to perceive the emotional states of others. She was, for instance, capable of sensing Connor's lust for her,[10] Wesley's frustration with Angel, as well as his grief over Fred's death.[citation needed]
  • Power to command the earth: When Illyria traveled back in time with Angel to the time Primordium Age, she fought an Old One who was equally as powerful as her and tried to take over her kingdom. She told Angel that she couldn't allow this to happen and that she was so powerful that the land itself was doing her bidding, so she was able to command a volcano to erupt in order to kill the land and all its inhabitants.[citation needed]
    • Flora communication: Illyria could communicate with flora, often spending hours at a time communing with plants.[citation needed]
  • Teleportation: Illyria was able to teleport Buffy from the middle of a fight in San Francisco to where she stood in Los Angeles.[27]
  • Telekinesis: Illyria had the power to move beings and objects with her mind. Like Willow and Giles, she used this power combined with her godly power of energy projection to lift a demon up in the air when she returned to the primordium age with Angel.[citation needed]
  • Energy projection: Illyria was seen firing a powerful blue force blasts from her hands able to incinerate vampires as well as hurting powerful creatures of pure magic like the creature of Magic Town.[citation needed]
  • Combat: 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.[10]
  • Intelligence: 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.[citation needed]

Diminished abilities[]

After being drained by the Mutari generator, Illyria's abilities were significantly diminished.[2] She could no longer alter time, walk through dimensions, or communicate with plant life.[citation needed]

  • Strength: She was still strong enough to shatter a demon's head with a single punch[5] and Spike likened a blow from Illyria to being hit by a Mack truck.[10]
  • Durability: Wesley perceived that while Illyria was no longer as invulnerable as she once was and that her physical strength had decreases somewhat; both of which held true as she was later beaten unconscious by Marcus Hamilton. Despite that, she still possessed a form of enhanced durability. While sporting a stab wound to the torso she seemed to only be offend and irritate as opposed to hurt by the wound.[51]
  • Regeneration: Even in her diminished state, she was still able to instantly heal a stab wound.[51]
  • Shapeshifting: She did retain the ability to morph her physical appearance.[11]


During the Fall of Los Angeles, the limits placed on Illyria's powers no longer strictly applied. On separate occasions in her presence, both Angel[51] and Spike[52] 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 — 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.[citation needed]

Upon meeting Buffy Summers some months later,[27] she informed her she was once again in possession of her full range of abilities.[28] These powers were later stolen from her by the Siphon, leaving her as mortal as an Old One could be. 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.[53]


  • Spike — After her resurrection, Illyria shared an emerging bond with Spike. Each was on a path from demon to hero, and they shared a love of violence. Their sparring sessions were mutually satisfactory; Spike honed his fighting techniques and Illyria was able to regularly inflict pain and dominate Spike in combat. She, at one point, expressed a desire to keep Spike as a pet.[10] After Illyria's powers were diminished, Spike helped her regain confidence and venture into the world again. They developed mutual respect for one another. During the Fall of Los Angeles, Illyria still considered Spike a pet, and came to his defense when Angel attacked him. Spike became very protective of Illyria once she started randomly transforming into a more vulnerable "Fred" form. Demanding his undivided attention, Illyria forcefully kissed Spike out of jealousy after hearing of his physical relationship with Maria Harley.[16] Wesley asked Spike to continue to look over Illyria, as he couldn't do so himself.[citation needed]
  • Wesley Wyndam-Pryce — Though their "relationship" was 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 didn't love her, but felt he needed her, hinting that he might have had a crush her.[citation needed] When Wesley died at the hands of Cyvus Vail, Illyria took the form of Fred to ease his passing and teared at his demise, indicated that due to her memories of Fred, Illyria had come to care for Wesley in a similar matter. She took revenge on Cyvus by putting her fist through his skull, killing him instantly. Afterward, Illyria informed the team about Wesley's death, that she felt uncontrollable grief, and wished "to do more violence."[5] During the Fall of Los Angeles, Illyria took ownership of Wesley's corpse, repeating "You're staying with me."[54]
  • 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.[5] Illyria felt the need to protect Gunn while he was in a comatose state. She battled off various Demon Lords, saving his life on several occasions. Once Gunn was healed by the demon Non, Illyria tried to murder him herself as an act of revenge. Her attempt was unsuccessful, because of Fred's memories of Gunn within her head. Illyria and Gunn decided to become a duo and go off on their own. Once they returned to LA, they rejoined Angel Investigations. Illyria referred to Gunn by using his first name, Charles, just as Winifred Burkle used to call him. As mentioned by Gunn, she appeared to leave Gunn's company but he seemed unconcerned, positive she was alright.[25]
  • Angel — Angel and Illyria disliked each other from the start, as she was the reason Fred was dead, and he was in a higher ruling position than her. 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. Although Illyria expressed disdain for her old alliance with Angel after she was restored once the Seed of Wonder was reborn,[citation needed] Angel attempted to assure Illyria that the team had valued her for who she was as well as her existing ties to Fred.[55] They later began a relationship after their adventures through both their pasts; Illyria stopped Angel from attempting to kill his past self and from letting the villages find him. As Illyria offered Angel comfort and the lessons she learned from traveling to her period of time, she remarked that, if Liam was never turned, Angel would have never saved Fred, and thus Illyria would never met Angel, to which she added that Angel had changed her and made her better. Illyria cut him off when she thought he would say she almost seemed human, but he stated: "No. Never that." The two shared a kiss and had sex in his father's barn; Angel asked if this was a bad idea, to which Illyria replied: "Perhaps History can judge. I can not." After remembering that Fred shared her experiences, Illyria refused to talk about it. After making sure things were okay between him and Fred, Angel seemed to have continued his relationship with Illyria. They began officially dating, though they did not consider it in the traditional sense as they were both immortal; Illyria told Buffy that she would agree to let her sleep with Angel in exchange for hair products. Illyria then referred to Angel as "my warrior."[citation needed] During the Reckoning, Illyria sacrificed herself going to a hell dimension to ward off Harth's demon army; she threw Angel away from her telling him to live a full happy life without her. Angel would later lament to Buffy that he wasn't worried about if they could get Illyria back, but when they did Illyria wouldn't want to leave. He then stated that both he and Illyria were immortals, and he would wait for her.[8]
  • 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.[10]
  • Winifred Burkle — Due to the circumstances, this relationship was obviously one-sided and posthumous. Initially, Illyria treated Fred's life and death with the same disregard she reserves for all other creatures. She also found it preposterous that anyone would become angry when she referred to her new body as a shell instead of "Fred." After Wesley took her in, she observed the group's reactions to Fred's death with a mixture of confusion and curiosity. Seeing how deeply the loss affected them individually, Illyria's perception of Fred changed from one of pointed indifference to one of quiet awe, pondering what kind of person it was who could elicit such strong grief. As she grew closer to Wesley over time and her affection for him grew, she saw the extent of his misery and began to develop feelings of guilt to the extent that she almost resented herself for her role in Fred's death; this was also due to the feelings of worthlessness and defeat she developed after she lost the majority of her power to the Mutari generator. Following Wesley's death and L.A.'s banishment to Hell, Illyria became obsessed with trying to become Fred. She even went on a rampage to destroy time itself under the belief that it was what Fred would have wanted. Following the time loop, Illyria contemplated killing Gunn for causing Fred's death, although this was more in revenge for Wesley's destruction than Fred's.[citation needed] After Fred and Illyria were 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.[55]
  • 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 the Magical Council. Confused and indignant, she was not pleased at this development.[27] 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.[citation needed]


Buffyverse The Illyria article has a Photo Gallery.

Behind the scenes[]

  • She was portrayed by Amy Acker.
  • 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'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.
  • 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.




Angel comics
Spike comics
Fallen Angel: Reborn


  1. 1.0 1.1 1.2 1.3 The Core, Part Five
  2. 2.0 2.1 2.2 2.3 2.4 2.5 "Time Bomb"
  3. 3.0 3.1 3.2 3.3 "A Hole in the World"
  4. 4.0 4.1 4.2 4.3 4.4 4.5 4.6 "Shells"
  5. 5.0 5.1 5.2 5.3 5.4 5.5 5.6 5.7 "Not Fade Away"
  6. 6.0 6.1 United, Part Two
  7. 7.0 7.1 The Reckoning
  8. 8.0 8.1 8.2 Finale
  9. "Underneath"
  10. 10.0 10.1 10.2 10.3 10.4 10.5 10.6 "Origin"
  11. 11.0 11.1 11.2 11.3 "The Girl in Question"
  12. 12.0 12.1 "Power Play"
  13. After the Fall, Part Six
  14. Spike: After the Fall, Part One
  15. Spike: After the Fall, Part Two
  16. 16.0 16.1 Spike: After the Fall, Part Three
  17. 17.0 17.1 17.2 Spike: After the Fall, Part Four
  18. After the Fall, Part Two
  19. After the Fall, Part Five
  20. After the Fall, Part Eleven
  21. After the Fall, Part Thirteen
  22. After the Fall, Part Fourteen
  23. After the Fall, Part Fifteen
  24. 24.0 24.1 After the Fall, Part Sixteen
  25. 25.0 25.1 25.2 25.3 25.4 25.5 25.6 Become What You Are
  26. Family Reunion, Part One
  27. 27.0 27.1 27.2 27.3 Welcome to the Team, Part One
  28. 28.0 28.1 Welcome to the Team, Part Two
  29. 29.0 29.1 Welcome to the Team, Part Three
  30. 30.0 30.1 Welcome to the Team, Part Four
  31. The Core, Part Two
  32. The Core, Part Three
  33. The Core, Part Four
  34. New Rules, Part Two
  35. Lost and Found, Part Five
  36. United, Part One
  37. United, Part Three
  38. United, Part Four
  39. Fight or Flight
  40. A Little More than Kin, Part One
  41. A Tale of Two Families, Part Four
  42. A Tale of Two Families, Part Five
  43. Out of the Past, Part One
  44. Out of the Past, Part Two
  45. Out of the Past, Part Four
  46. Time and Tide, Part Four
  47. Dark Reflections, Part Two
  48. Dark Reflections, Part Four
  49. One Year Later
  50. United, Part Three
  51. 51.0 51.1 51.2 After the Fall, Part Three
  52. After the Fall, Part Four
  53. United, Part One
  54. After the Fall, Part Nine
  55. 55.0 55.1 United, Part Four