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"Lullaby" is the ninth episode of the third season of Angel and the fifty-third episode in the series. Written and directed by Tim Minear, it was originally broadcast on November 19, 2001, on The WB network.


As Darla violently begins childbirth, Angel faces the responsibility of becoming a father and the possibilities of what miracle or destruction this new being may bring to the world.[1]


Holtz confronts Angel at the Hyperion Hotel and restrains him with the help of several Grappler demons. Angel tries to persuade him that he isn't the same vampire from 200 years ago. Holtz throws holy water in Angel's face, causing him to briefly show his vampiric visage. Smiling, Holtz reassures Angel that he looks exactly the same and vows to get justice. Angel says there is no justice for what he has done to him, but Holtz corrects him; those actions were committed against his family, not him, and Angel was not acting alone. He orders the demons to look for Darla, reasoning that, since Angel is there, Darla shouldn't be far behind.

At Wolfram & Hart, Linwood tells Lilah that she will be blamed for everything that has occurred. Because they haven't received any updates on Darla and the baby, Lilah visits the hotel to find information. One of Holtz's demons captures her, believing her to be Darla. Lilah tells Holtz that Angel was cursed with a soul and now spends his time trying to make amends for his past wrongdoings. Angel takes advantage of Lilah's distraction to steal a grenade from one of the dead commandos, tells her to duck, and detonates it with his teeth. Holtz, who protected himself in time, tells Lilah he will kill anyone she sends after Angel because no one will have the vampire but him. He asks if Darla also has a soul, but Lilah confirms she is still evil. While using the hotel phone to call her colleagues, Lilah discovers the Nyazian Scrolls and returns them to Wolfram & Hart for analysis.

While lying in the back seat of Angel's car, Darla becomes frustrated with Wesley's attempts to teach her breathing techniques since she does not breathe. She knocks the team away and begins to sob. As they attempt to move to another location, Holtz's demons attack them. A fight ensues but quickly ends when Darla runs over several demons with the car. She then drives away, leaving Gunn, Wesley, Cordelia, and Fred behind.

Angel rejoins his friends and tells them about his encounter with Holtz. The group realizes he could be one of the prophesied forces brought to the future to kill Angel, Darla, and their son. Fred considers that, as Angel's unborn child is meant to be a messianic figure, Holtz killing it before it's born could trigger an apocalyptic event.

Holtz confronts Sahjhan for failing to reveal that Angelus now has a soul, which means he has to hunt him differently. He is unconcerned about killing a creature with a soul; in fact, he understands that murder would free the soul to suffer eternal damnation. Sahjhan maintains that he hasn't withheld any other important information.

Angel soon finds Darla on a roof. As he joins her, he remarks that she has always loved a view. Darla believes the soul of their unborn son is nourishing her, causing her to feel overwhelming love for the child. She fears that, after giving birth, she will no longer feel love and may forget she ever did. She begs Angel to protect their son from her, afraid she will hurt him after he is born. Angel suggests they raise the child together, and he hopes their son can make the world a better place. Angel comforts her when she starts to cry.

At Wolfram & Hart, the translator working on the Nyazian Scrolls tells Lilah that the prophecy predicts there will be no birth, only death.

York, 1764 — After discovering his family's bodies in his home, Holtz realizes they did not kill his daughter. He is overjoyed until he notices fang marks on her neck. He sits down, cuddling her and singing lullabies. When the sun comes up, he drags his daughter outdoors as she kicks and screams. He hurls her into direct sunlight, watching as she briefly vamps and burns to ash.

The Angel Investigations team goes to Caritas to ask Lorne if Angel can bring Darla there to deliver her baby. Lorne hesitates but eventually welcomes them, as his bar is a sanctuary. He is anxious to reopen with a new spell to stop violence of any kind. He notices that Arney, the demon responsible for installing the new security system, has been humming a melody while he works. This allows Lorne to read him and discover he has been prolonging the job to charge extra. He fires Arney and attempts to complete the repairs himself.

In his underground lair, Sahjhan makes a deal with Arney to compensate him for information on Darla and Angel's whereabouts. As Holtz listens, Arney's eyes turn into bright red lights, and an audio recording of Cordelia and Lorne talking begins to play from his mouth.

At Caritas, Darla's contractions have stopped, and the baby's heartbeat has weakened. Wesley reasons that Darla, as a vampire, doesn't have a body designed to give birth. Angel questions why the Powers That Be would give him a miracle only to let the baby die. Gunn suggests the child may be the thing warned of in the prophecy, and the Powers are attempting to prevent the apocalypse. Angel refuses to believe it and joins Darla in Lorne's bedroom as she rests. She says she is aware the baby is dying and regrets that she can't even give their son life.

Holtz arrives at the bar, and Lorne offers him a flier inviting him back tomorrow for their reopening. As Holtz climbs the stairs to leave, he hums a melody. Lorne realizes his intentions and gets everyone out of the main area. A barrel of gasoline and a grenade fall down the stairs into the doorway, and the ensuing explosion destroys the bar. Escaping to the back area, the group realizes that Holtz discovered a loophole in the club's anti-violence spell: it prevents violence within the club, whereas Holtz attacked from the outside. As the building begins to crumble, Angel tells Darla about Holtz's renewed presence. She recalls what she and Angelus did to his family and understands what that must have been like for him. Outside the club, Darla collapses in the alleyway.

While the others run for the car, Angel and Fred stay behind with Darla as it pours down rain. Lying on the ground, Darla laments her son will die in an alley, reminding Angel that he also died in one the night she sired him. She wants to apologize and mean it, but she knows she can't, just as she knows Angel can never truly forgive her. She tells him they did many terrible things together and can never make up for any of it, but creating life with Angel is the only good thing they ever did together. After asking Angel to relay that to their child, Darla picks up a piece of wood and stakes herself.

Darla crumbles to dust, leaving her baby behind, alive and crying. Angel picks up his son and cradles him to his chest. Holtz appears and aims his crossbow at Angel. The car pulls up behind two Grapplar demons at the other end of the alley, and Wesley gets out. Angel and Holtz stare at each other until he lowers his weapon. Angel goes to the car with Fred, still carrying his son. Sahjhan yells at Holtz for not killing Angel, accusing him of failing to follow through on his promise. Holtz responds that he will keep his word and show him no mercy.


  • Cordelia chides Gunn for being "so damned honest." She was previously known for her plain speaking and professed that "tact is just not saying true stuff."
  • Caritas appears rebuilt and, then, is destroyed a second time. The karaoke bar was introduced in "Judgment" and destroyed by Gunn's former gangmates in "That Old Gang of Mine." It will only appear rebuilt again two years later in "Underneath," to be last featured in the series in its finale, "Not Fade Away."



Organizations and titles[]





Rituals and spells[]

Death count[]

  • Sarah Holtz, pushed to burn in the sun by Holtz (in flashbacks).
  • Darla, staked herself.

Behind the scenes[]


  • "Lullaby" had an audience of 3.1 million households upon its original airing.[2]


International titles[]

  • Czech: "Ukolébavka" (Lullaby)
  • Finnish: "Kehtolaulu" (Lullaby)
  • French: "Le fils d'Angel" (Angel's Son)
  • German: "Wiegenlied für eine Liebe" (Lullaby for a Love)
  • Hungarian: "Altatódal" (Lullaby)
  • Italian: "Ninna nanna" (Lullaby)
  • Portuguese (Brazil): "Canção de Ninar" (Lullaby)
  • Russian: "Колыбельная" (Lullaby)
  • Spanish (Latin America): "Canción de cuna" (Lullaby)
  • Spanish (Spain): "Una nana" (A Lullaby)
  • Turkish: "Ninni" (Lullaby)



Promotional stills[]


Wesley: "Now it's up to us to protect Angel's unborn child. Darla, we're trying to take you out of here. Relax. The trick is to breathe. Like this."
Darla: "I... don't... breathe!"
Darla: "Doesn't anyone wanna sit back here with me?"
Cordelia: "We're good."
Gunn: "Yeah, it's, comfy."
Darla: "I promise I won't throw anyone out of the car. Not while it's moving."
Fred: "It's not that we don't trust you. I mean, we don't trust you, but, the fact is, your water broke all over the back seat."
Darla: "Oh."
Darla: "Look at it. Listen to it. Can you smell it? This world. This horrible world. Why would anyone want to bring a baby into it?"
Angel: "To make it better, maybe?"
Darla: "Or to destroy it finally."
Angel: "Why is it everyone insists on planning my son's future before he's even born?"
Darla: "He's dying. Isn't he?"
Angel: "No."
Darla: "You lied much better when you didn't have a soul.
Angel: "You're gonna be okay."
Darla: "No. No, I don't think so. Once he's gone, I won't be okay. I won't be okay at all. I don't know what I'll be. Angel... Our baby is gonna die right here in this alley. You died in an alley, remember?"
Angel: "I remember."
Darla: "I wanna say I'm sorry. I wanna say it and mean it, but I can't. Aren't you gonna tell me it's okay?"
Angel: "No."
Darla: "No? It's really not, is it? We did so many terrible things together. So much destruction, so much pain. We can't make up for any of it. You know that, don't you."
Angel: "Yeah."
Darla: "This child, Angel, it's the one good thing we ever did together. The only good thing. You make sure to tell him that."


  1. "angel: Lullaby." TheWB.com. Archived from the original on October 18, 2004.
  2. "Nielsen Ratings for Angel's Third Season." Nielsen Ratings for Buffy the Vampire Slayer, Angel, & Firefly. Archived from the original on July 5, 2008.