Season 4, Episode 17
Air date April 2, 2003
Written by Steven S. DeKnight
Directed by Steven S. DeKnight
Episode Guide
"Shiny Happy People"
David Boreanaz Angel
Charisma Carpenter Cordelia
J. August Richards Gunn
Amy Acker Fred
Vincent Kartheiser Connor
Andy Hallett Lorne
Alexis Denisof Wesley
Special Guest Starring
Julie Benz Darla
Guest Starring
Gina Torres Jasmine
David Denman Skip
Stephi Lineburg Girl
Stephanie Romanov Lilah
Jack Kehler Manny

"Inside Out" is the seventeenth episode of the fourth season of Angel and the eighty-third episode overall. Written and directed by Steven S. DeKnight, it was originally broadcast on April 2, 2003 on the WB network.


Angel and the gang have worked out that Cordelia is actually the Beastmaster and confront her, and she reveals herself and asks what tipped them off in the end. Angel reveals that he worked it out when Cordelia referred to her baby as "my sweet," the same term the Beastmaster used when talking to Angelus. Angel knows that Cordelia would never hurt her friends like this and whatever they're dealing with is just walking around in her body, and demands to know what really happened to his friend. Before he can get any answers Connor breaks in and takes Cordelia away, unaware of her true nature.

Gunn returns from his secret mission and the gang fills him in on the details, working a few things out in the meantime: the evil beast came back with Cordelia when she came back from the higher dimension and woke up when Lorne cast the memory spell. The pieces fall into place explaining the conspiracy which has taken place over the last few episodes, including the death of the Svear Priestesses, Lorne's confusion, the death of Lilah, and the fake re-ensoulment of Angel.

After their escape, Cordelia and Connor talk, and Cordelia snares Connor further under her spell. Using a combination of romance, half-truths, and total lies, she ensures that Connor is safely against all of the others.

Angel returns from an unsuccessful search mission, mentally beating himself up for missing the signs. He and Wesley share a moment about Lilah's death. Wesley has been unsuccessful in finding any news about the beast. He suggests approaching the Powers That Be, but Angel shoots down the idea, commenting that previous interviews with the Powers have proven unsuccessful. Angel has another idea.

Under Cordelia's influence, Connor continues to question what he's known—his beliefs about the Angel Investigations team, and what he's believed is right.

Gunn and Fred have sorted through Cordelia's stuff, finding little of use—some toiletries, candles, and fragments of the muo-ping. Angel asks them to keep looking, then Angel seeks out and roughs up the charismatic inter-dimensional demon guide, Skip, to find out why Cordelia has turned evil. Skip initially feigns innocence, but eventually admits his part and begins to beat Angel.

While they're in hiding, Cordelia puts Connor's hand on her stomach, telling him that their baby will change everything. She suggests they expedite the birth of their baby by collecting a few "very special things." Connor takes a virgin woman prisoner, and Cordelia encourages him to kill the girl, in order to allow the baby to change the world.

Skip is far stronger than Angel thought, the demon having taken a fall in their previous fight, but Angel manages to rip off one of the spurs protruding from his head and knocks him out before transporting them both Skip back to the hotel. Wesley, Fred, and Gunn assist Angel with the interrogation. They trap him, then threaten him with an orb of agony. Skip explains that Cordelia is not alone—there is something evil controlling her.

Cordelia begins chanting an evil ritual, while Connor looks on. He takes water to the girl, and then sees a ghostly apparition of his mother. Darla tells him that, after centuries of murder, Connor is the only good thing she ever did, and that she died out of love for him. She challenges the idea that killing an innocent woman can protect his baby. He has a choice.

Skip tells them that all of the events of the past few years are part of a higher being's plan to be reborn. He explains that Lorne's leaving Pylea, Fred opening the wrong book and being sent to another dimension, Wesley's sleeping with "the enemy," and all the events of the previous years have coincided to bring the Beast's Master to Cordelia's body. From there, it will give birth to itself, killing Cordelia in the process. Angel realizes that the Master is vulnerable in Cordelia's body. The gang tries to think of a way to find Cordelia, using a bu'shundi claw.

In a finally maternal moment, Darla reminds Connor that he has a soul, and he can choose to stop the evil. He makes his choice.

Fred and Gunn discuss the philosophy of free will and whether it makes sense with the knowledge that they had a destiny. When the spell works, Angel springs into action, going on his own to find Cordelia, believing that it is best to kill Cordelia himself and spare his friends the pain of seeing her die.

Connor prepares to free the woman, but Cordelia shows up telling him that she could see Darla and that Darla is a cheap spell Angel made to stop him from saving the baby. The two pull Connor in opposite directions, but Connor rejects Darla. He drags the woman away to kill her. Cordelia follows, leaving Darla stunned in her wake. As Cordelia raises the knife, the woman suddenly becomes Darla, begging Connor not do kill her. Before he can do anything, Cordelia kills her, leaving Connor stunned. He stares down at the woman for a moment, then takes the blood and spreads it on Cordelia's stomach. She lays in a circle of runes and begins to chant. The earth begins to shake. Angel appears, holding a sword.

In the hotel, a piece of debris falls on the sand circle holding Skip. Released, he begins beating Fred, Wesley, and Gunn. Gunn tries to cut him down, but it doesn't work. Wesley is more successful with a gun; after several unsuccessful shots ricochet off of Skip's plated chest, Wesley sinks one into the exposed spur, killing him.

Connor, seeing Angel coming to threaten Cordelia, attacks him. Angel fends him off, and raises a sword over her body, saying "I'm sorry." Before he can land a blow, Cordelia is split by a burst of green light, throwing him back. He regains his feet and comes forward with the sword but stops upon seeing a fully grown woman standing before him. Angel drops to his knees and exclaims, "You're beautiful," lowering his sword. The woman steps forward and says Angel's name affectionately as he gazes upon her in awe.



  • It is revealed to Angel Investigations that Cordelia's body has been possessed by an evil higher being, which was awoken in "Spin the Bottle." It is also revealed that the lives of the team have been manipulated since the start. Events such as Angel moving to Los Angeles, Cordelia gaining the visions and becoming a higher being, Darla being resurrected, Connor's birth, etc. were all part of a larger plan.
  • Skip, who has been helping manipulate Cordelia as her "demon guide," is killed by Wesley.
  • The being who will be known as Jasmine gives birth to herself through Cordelia's body.
  • Cordelia fell into a mystical coma and would not wake up until much later.[1] She is the fourth Buffy character to end up in a coma, Buffy and Faith having both ended up in one in Graduation Day, Part Two and Willow having succumbed to one in Becoming, Part One.
  • Skip mentions that no one ever comes back from paradise, "except for that one time with a Slayer", in reference to Buffy's return.
  • Skip also repeats a common theme on Buffy, a disdain for guns as a choice of weapon, saying "do those things ever work?" as he easily shields himself against Wesley's attack. However, Wesley's well-aimed shot does in fact kill Skip.

Body Count

  • a vampire, dusted by Connor
  • unidentified young girl, killed by Cordelia (in Jasmine's possession)
  • Skip, shot by Wesley with a gun



Behind the Scenes


Pop Culture References

  • Lorne makes a double reference by nicknaming Connor 'Kid Vicious'. The Kid was a Charlie Chaplin movie where he adopt an orphaned and delinquent little boy. Sid Vicious was a member of the English punk band Sex Pistols and was famous for his version of My Way, often referenced and sung by Spike.
  • Tarzan the Ape Man: When Angel swings on a chain to attack him, Skip says, "What are you, Tarzan?"


International titles

  • German: Die Geburt (The Birth)
  • French: L'horreur sans nom (The nameless horror)


  • Darla says she was sent by "the Powers" to send Connor a message. While there is no evidence that the vision is telling the truth (and some fans theorised that this could in fact have been The First Evil) , the writer, on the DVD commentary track, confirms that she was sent by the Powers That Be.
  • The group came to the conclusion that Jasmine must have piggy-backed Cordelia to get from her dimension to theirs. Anya Jenkins referred to this as "hitch-hiking".[2]
  • Connor's unwillingness to believe that Angel and the others would betray Cordelia (and to an extent, Connor, himself), and his desire to put their fears at ease indicate that despite the way he acts, he has come to trust and love Angel Inc. as family.
  • Ironically this episode contains the cliché that Buffy was created to reverse, the blond girl in the alley who becomes the victim.


Gunn - "You sayin' Pop and Mama threw you a beatin'?"
Lorne - "Kid Vicious did the heavy lifting. Cordy just 'mwha-ha-ha-ed' at us."
Gunn - "Guy steps out for a few hours, half the place goes super-villain."
Skip - "Look out. The monkey's thinkin' again."