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Note: This article is about the episode. For the comic, see Not Fade Away (miniseries).

"Not Fade Away" is the twenty-second episode of the fifth season of Angel, the 110th episode of the television show, and the series finale. Written by Jeffrey Bell with Joss Whedon and directed by Jeffrey Bell, it was originally broadcast on May 19, 2004, on The WB network.


Angel and company spend the day as if it were their last as they prepare to bring down the evil Circle of the Black Thorn. Putting their lives on the line, Spike confronts a demon cult, Lorne faces off with Lindsey, Gunn takes on an evil senator and Angel battles Hamilton, the henchman of the Senior Partners.[1]


Angel has told the gang of his intention to destroy the Circle of the Black Thorn by killing its members while they're separate. The gang agree to help him, and Gunn asks about the possibility of including Illyria, but Angel points out she may not be on their side. Spike assures him Illyria is working with them, and is watching Drogyn. Angel realizes Illyria must have been attacked in order to abduct Drogyn from her protection and tells the gang they need to check on her, and he confesses that he had to kill Drogyn. Before anyone can react, the gang are forced to continue their charade of infighting when the spell concealing them fades. The gang returns to Spike's apartment to find Illyria badly beaten, and they discuss if they can really trust Angel.

Marcus Hamilton, the Liaison to the Senior Partners, calls Angel to an emergency Black Thorn meeting, where Archduke Sebassis and the other members express doubts about Angel's loyalties. To prove himself, he must irrevocably relinquish the reward foretold in the Shanshu Prophecy. Izzy produces the original Scroll of Aberjian and a pen, which he stabs through the back of Angel's hand so that he may sign in his own blood. Angel signs his name, giving up his chance that the vampire with a soul shall become human after playing a pivotal role in the Apocalypse.

Back at Wolfram & Hart, Angel speaks with Harmony about being human and asks if she ever misses it. She remembers being turned during her high school graduation, and muses that she knew her life would be over after high school one way or another. Angel remarks that its been so long since he was human, he can't remember what it feels like. Harmony tells Angel that she knows something big is happening and offers her support, and Angel informs he will be meeting with Sebassis later, and instructs her to distract Hamilton while he does so.

Afterward, Angel meets with his old enemy Lindsey McDonald and asks for his help in destroying the Black Thorn; Lindsey is suspicious of Angel's offer, but agrees. Returning from his meeting with Lindsey, Angel informs his friends that they are killing all the Black Thorn members tonight. Angel advises his friends to spend the rest of the day as if it were their last since it "probably is."

Angel visits his son, Connor, at college. Connor reveals that he knows that Angel is his father; his old memories are now "mixed in" with his new ones, and he understands and appreciates why Angel gave him new memories. Lorne has serious reservations about Angel's plan, and his mood is dark and somber. He sings "If I Ruled the World" at a demon karaoke bar. Lindsey spends the day with Eve, who expresses suspicion about Angel. Lindsey, however, trusts Angel's plan; since he is fighting on Angel's side, he believes that he will receive fair treatment.

Gunn goes to help Anne, who still maintains a homeless shelter in Gunn's old neighborhood. He asks her what she would do if she found out that everything she did — everything she fought for — was for nothing, and she tells him she would continue to unload the supplies for the shelter. Gunn smiles; that was the answer he had been looking for.

Spike goes to a bar and, after drinking for courage, goes onstage and recites the completed version of a poem that he originally wrote for Cecily to a crowd of rough motorcyclists at an open mic. The crowd goes wild with cheers and applause. A triumphant Spike laughs and announces that his next poem is called "The Wanton Folly of Me Mum."

Wesley spends his day in his apartment tending to Illyria's wounds. He tells her there is nothing else he wants and nowhere for him to be. She recognizes that the only place he wants to be is with Fred, and she offers to comfort him in Fred's form. He refuses, explaining that because he does not plan to die tonight, he would not accept the "lie" of Illyria in Fred's form.

That night, Angel explains that they are taking a divide-and-conquer approach to the demon killing: Gunn is to eliminate the demonic Senator Helen Brucker and her vampire bodyguards; Wesley is to attack Cyvus Vail, a powerful demon sorcerer; Illyria will take out Izzy and three other members of the Black Thorn; Spike will fight the demonic Fell Brethren and retrieve the child that was recently given to them; and Lorne and Lindsey will fight the Sahrvin Clan. Angel tells them that he will take out the chairman Archduke Sebassis.

Once they complete their missions, Angel says, they are all to meet in the alley north of the Hyperion Hotel for the expected onslaught by the Senior Partners. As they leave, with Wesley and Gunn shake hands. Lorne tells Angel that this is the last thing he's going to do for him and that they will never see him again. Spike asks Angel if there's a chance the Shanshu Prophecy will come true and one of them will become human if they make it through the coming battle. Angel assures Spike that they're not going to make it.

In his office, Angel is confronted by Hamilton, who says he knows Angel intends to kill Sebassis — Hamilton seduced Harmony, who betrayed Angel's plans. Angel tells Harmony, despite her protests, that he knew she'd betray him eventually as she's a vampire without a soul. He fires her and orders to leave the building, but allows her to collect a pre-written letter of recommendation. With that, Harmony leaves wishing both Angel and Hamilton luck.

Angel fights Hamilton, but finds himself on the receiving end of powerful blows. Hamilton knocks Angel across the room, reminding him that he had due to live an unremarkable of drinking and whoring if he hadn't became a vampire. He then sneers that all Angel does is let down everyone around him, reminding him how Doyle, Cordelia, and Fred all died following him, before asking if he really thought he had a chance to kill Sebassis; Angel replies, "I already have." During the last meeting with the Circle of the Black Thorn, Angel poisoned Sebassis' demon servant, knowing that Sebassis drinks his servant's blood; he figured that Hamilton was the one he really needed to kill and knew that Harmony would tell Hamilton about Angel's plan.

At Senator Bruckner's campaign office, Gunn kills the senator with a thrown axe, but is still surrounded by dozens of her vampire bodyguards. Spike, disguised in a long black robe, sneaks into the Fell Brethren's living quarters and lifts the baby out of a ceremonial bassinet. Faced with several angry demons, he goes into battle, with a sword in one hand and the baby in the other. Meanwhile, Illyria easily destroys Izzy and other members of the Black Thorn.

As Lorne and Lindsey leave the dead Sahvrin clan, Lindsey remarks on how strange but nice it feels to be fighting on the side of good. Lorne tells Lindsey that might be true today, but he knows it probably won't last. Lindsey argues he is capable of change and offers to sing, but Lorne shoots Lindsey in the chest, revealing his one last job for Angel. Lorne tells him, "You're not part of the solution, Lindsey. You never will be." Lindsey dies, angry and stunned it wasn't Angel himself who killed him, but instead one of his "flunkies." With his job done, Lorne leaves the building and the team behind.

Wesley attacks Cyvus Vail, who quickly recovers and restrains Wesley with magic, then stabs him with a large knife, twisting it inside. Wesley releases a final burst of magic, momentarily stunning Vail, and crashes to the floor. Illyria storms in, distraught upon finding Wes mortally wounded. She again offers to lie to him by appearing as Fred, and this time he accepts. Wesley tells her that he missed her, and she kisses him, reassuring him that they will be together again soon. Wesley tells her that he loves her. Weeping, she tells him that she loves him too; he dies in her arms a few moments later. Vail awakens, to find a crying woman holding Wesley's body. He taunts her as she stands before him, daring her to take her best shot. As her fist flies through the air, she transforms back into Illyria and her fist shatters Vails head, causing it to explode.

Back at Wolfram & Hart, Angel is losing the fight with Hamilton. Hamilton asks why Angel continues fighting when he's signed away his Shanshu and will thus gain nothing. Angel replies that the people who don't care about anything will never understand the people who do. Unimpressed, Hamilton prepares to stake him, but Connor appears and knocks Hamilton away from his father. The two take on Hamilton together, but even with their combined strength, they cannot inflict a single bruise. Hamilton boasts that the power of the Senior Partners runs through his blood. Angel says, "Can you pick out the one word you probably shouldn't have said?" Rushing at Hamilton, Angel assumes his vampire form and draws Hamilton's power by drinking his blood, beats him to the ground then snaps Hamilton's neck with a fist blow to the head.

The building begins to shake itself apart, and Angel tells Connor to leave. Connor protests that Angel will be destroyed, but Angel assures his son that as he won't be truly gone as long as Connor is okay. Connor reluctantly leaves, and Angel then finds Eve to tell they're they're getting "kicked out of the garden." Eve refuses to leave without Lindsey, only for Angel to tell her that Lindsey isn't coming. Eve realizes that Angel has had him killed. Angel grabs a sword off his weapons rack and runs out, while Eve wonders where she has left to go.

The survivors meet in the back alley of the Hyperion Hotel in the pouring rain. Angel arrives to find Spike already waiting, having successfully rescued the baby and destroyed the Brethren. Gunn shows up next, mortally injured. Illyria arrives seconds later and informs them of Wesley's death, saying that she grieves for Wesley and wishes "to do more violence." Suddenly, the vast demon armies of the Senior Partners advance on the four. Despite knowing they have no chance of surviving, all agree to go down fighting. As the demon army approaches, Angel expresses interest in taking on the dragon. As the group goes into battle, Angel swings his sword and tells them: "Let's go to work."


  • Team Angel separately attempt to kill members of the Circle of the Black Thorn, the main powers behind Wolfram & Hart's long planned apocalypse:
    • Angel kills Archduke Sebassis via poisoning the blood of his slave demon, who was first seen in "Life of the Party."
    • Wesley fights sorcerer Cyvus Vail, first seen in "Origin."
    • Gunn fights Senator Helen Brucker and her gang of vampires, first seen in "Power Play."
    • Spike fights the Fell Brethren, while rescuing Amanda's sacrificial baby, first seen in "Time Bomb."
    • Illyria fights Izzy and three other Black Thorn members, first seen in "You're Welcome."
    • Lorne and Lindsey fight the Sahrvin Clan, first seen in "Harm's Way."
  • Connor reveals to Angel that he now has a recollection of his past and knows Angel is his father, due to the events from episode "Origin."
  • When Angel asks Lindsey for help, Lindsey pretends to be asleep because he wants to show Angel that he does not take him seriously. In "Blind Date," Angel did the same with Lindsey.
  • Lindsey tells Eve "It's nice to know you're one of the few things in my life [Angel] didn't get his mitts on." This raises the question of whether he's fully aware of everything that took place in "Life of the Party," considering that Angel and Eve had sex under a mystical influence.
  • Spike reads his poem to a cheering audience, which he wrote back when he was a human, as seen in "Fool for Love." He dedicates his reading to Cecily Addams, the object of his affection at the time.
  • Spike announces a second poem, "The Wanton Folly of Me Mum," a likely reference to the traumatic events of when he sired his mother, seen in "Lies My Parents Told Me."
  • Angel asks Harmony about her humanity, which she lost only five years previously, because he can no longer remember what it was like to be human due to his being turned so long ago. However, he was made human four years earlier in "I Will Remember You," and although the Oracles' temporal loop caused it to have never happened, he still retained the memory of it.
  • Spike asks Angel if one of them will get to be "a real boy" after the battle, something himself achieved in Angel's dream in "Soul Purpose." Angel turns out to be the one made human by the Senior Partners in After the Fall, Part Three.
  • Those who survive the Circle of the Black Thorn are told by Angel to meet in the alley near the Hyperion Hotel, Angel Investigations' base of operations for the majority of the series (episodes "Judgment" to "Home").
  • The team depart for the final battle in the reverse order Angel initially met them: Lorne ("Judgment"), Gunn ("War Zone"), Wesley ("Bad Girls"), then Spike ("Destiny").
  • Hamilton reminds Angel of his fallen soldiers: Doyle ("Hero"), Cordelia ("You're Welcome"), and Fred ("A Hole in the World").
  • In classic Buffyverse style, the writers and producers retire the Wolfram & Hart Los Angeles branch set by utterly destroying it: Sunnydale High School in "Graduation Day, Part Two," the Magic Box in "Grave," the Angel Investigations offices in "To Shanshu in L.A.", and the entire town of Sunnydale in "Chosen."
  • The ending happens in the same alleyway where Angel fought Faith in "Five by Five."
  • Angel's final words, "Let's go to work," are also Buffy's final words in Season Eight finale Last Gleaming, Part Five.
  • The story continues in the canon comic series After the Fall, which contains the events that take place just after this episode.



Organizations and titles[]





Death count[]

  • Archduke Sebassis's slave, poisoned by Angel.
  • Archduke Sebassis, drank his slave's blood poisoned by Angel.
  • Ed and the Fell Brethren, killed by Spike.
  • Helen Brucker, killed by Gunn.
  • Six vampires, dusted by Gunn.
  • Izzerial, killed by Illyria.
  • Three unidentified Black Thorn members, killed by Illyria.
  • Sahrvin Clan, killed by Lindsey and Lorne.
  • Lindsey McDonald, shot by Lorne.
  • Wesley Wyndam-Pryce, stabbed by Cyvus Vail.
  • Cyvus Vail, destroyed by Illyria.
  • Marcus Hamilton, neck snapped by Angel.

Behind the scenes[]


  • Joss Whedon says of this episode: "The word 'cliffhanger' is really a misnomer here. This was not the final grace note after a symphony, the way the Buffy finale was. We are definitely still in the thick of it [at the end]. But the point of the show is that you're never done; no matter who goes down, the fight goes on. Did I end it this way so that it could lead into an exciting sixth season? Yes, but this is still a final statement, if that's what it needs to be."[2] He says that the series is about redemption, "something you fight for every day, so I wanted him to go out fighting. People kept calling it a cliffhanger. I was like, 'Are you mad, sir? Don't you see that that is the final statement?'"[3] In 2019, Whedon reaffirmed: "That ain't a cliff. I understand why people would want closure, but for me, that would be like adding a cliff note to the end. What I always wanted to say is, trying to become worthy of the life that you have is a life's work. The fight is for always."[4]
  • David Fury agrees, saying: "The point of Angel was always that the fight never ends. He'll always fight. It's an eternity of fighting. You can't ever win but the fight is worth fighting. That was a perfect 'going out' scene... Any proper resolution of, 'Oh, we've defeated the demons, they've gone back to hell, let's get a beer,' just would have been absolutely wrong for that show."[5]
  • Christian Kane could not be on set for the final episode, so all the Lindsey scenes in this episode were written and shot about a month in advance.[6]
  • Christian Kane says that he was unhappy with the way Lindsay ended the season, but mostly because the series ending came as a shock and "we've all just now gotten comfortable in our skin."[7]
  • Alexis Denisof was asked what he would like them to do with Wesley, so he suggested he be killed off. He says that he "couldn't think of anything more fitting... the perfect human death of a human life."[8]
  • Joss Whedon says he wouldn't have killed Wesley if the series hadn't been canceled, but that scene ended up being "one of my favorite moments that we shot... If you're going to go out, go out hard."[3]
  • The last scene of the series was actually the last scene to be filmed.[6]
  • Sarah Michelle Gellar expressed interest in returning for this episode, but Joss Whedon didn't want the finale to focus on a guest star at the expense of the regulars. He said: "I want to end the show with the people who've been in the trenches together, the characters who have lived — and occasionally died — together."[3] Jeffrey Bell elaborates, saying Gellar was intended to appear in "Power Play" but couldn't make it due to other commitments. By the time the producers learned she was available for the finale, Bell says, "to force her into the very last episode to reread stuff that we already dealt with didn't make any sense."[6]

Pop culture references[]

  • Jesus Christ: When preparing for the final battle, Angel says, "this may come out a little pretentious, but one of you will betray me." In the same conversation after Angel says it's not Spike, Spike asks, "Can I deny you three times?" Both are references to the Last Supper and the Crucifixion.
  • Pinocchio: Spike asks Angel if one of them will get to be "a real boy" if they survive.
  • Angel says he was at the first tapping of the sketch comedy TV show The Carol Burnett Show in 1967, and he mentions the comedian and frequent guest star Tim Conway.



  • "Not Fade Away" was nominated to the Hugo Awards for Best Dramatic Presentation, Short Form in 2005.[9]

International titles[]

  • Czech: "Do posledního muže" (The Last Man)
  • Finnish: "Viimeinen taistelu" (Last Battle)
  • French: "L'Ultime Combat" (The Ultimate Battle)
  • German: "Die letzte Schlacht" (The Last Battle)
  • Hungarian: "Végjáték" (Endgame)
  • Italian: "Non Svaniremo" (We Will Not Fade)
  • Portuguese (Brazil): "Mantendo a Força" (Maintaining the Strength)
  • Russian: "Не исчезать" (Not Fade)
  • Spanish (Latin America): "No te Desvanezcas" (Don't Fade Away)
  • Spanish (Spanish): "No te Desvanezcas" (Don't Fade Away)
  • Turkish: "Gözden Kaybolmamak" (Not Fade Away)



Promotional stills[]

Behind the scenes[]


Marcus: "Let me say this as clearly as I can. You cannot beat me. I am a part of them. The Wolf, Ram, and Hart. Their strength flows through my veins. My blood is filled with their ancient power."
Angel: "Can you pick out the one word there you probably shouldn't have said?"
Illyria: "You'll be dead within moments"
Wesley: "I know."
Illyria: "Would you like me to lie to you now?"
Wesley: "Yes. Thank you, yes. Hello there."
Illyria/Fred: "Oh Wesley. My Wesley."
Wesley: "Fred, I've missed you."
Illyria/Fred: "It's gonna be okay. It won't hurt much longer and then you'll be where I am. We'll be together."
Wesley: "I love you."
Illyria/Fred: "I love you. My love. Oh, my love."
Angel: "What are you doing here?"
Connor: "You drop by for a cup of coffee and the world's not ending? Please!"
Spike: "Nice crowd."
Bartender: "It can get pretty ugly in here, I gotta warn you."
Spike: "What I'm after. A couple more shots of courage, and I may make my presence felt."
Bartender: "Your funeral."
Spike: "Well, I never had a proper one."
Gunn: "Okay, you take the 30,000 on the left..."
Illyria: "You're fading. You'll last 10 minutes at best."
Gunn: "Then let's make them memorable."
Spike: "And in terms of a plan?"
Angel: "We fight."
Spike: "Bit more specific?"
Angel: "Well, personally, I kinda wanna slay the dragon. Let's go to work."


  1. "angel: Not Fade Away." TheWB.com. Archived from the original on October 9, 2004.
  2. Ethan Alter, "Angel Creator's Finale Post-Mortem." TV Guide, May 20, 2004.
  3. 3.0 3.1 3.2 Tasha Robinson, "Joss Whedon." The A.V. Club, August 8, 2007.
  4. Ruth Kinane, "Angel cast and creators reunite for 20th anniversary of beloved vampire drama series." Entertainment Weekly, June 20, 2019.
  5. Mike Jozic, "BtVS: Post Mortem Week 6: David Fury." Meanwhile... The Blog, 2005.
  6. 6.0 6.1 6.2 Jeffrey Bell. Angel Season Five on DVD: audio commentaries for the episode "Not Fade Away." [DVD]. 20th Century Studios, February 2005.
  7. "Christian Kane (lindsey) - Horror-web.com Interview." Whedon.info, April 18, 2004.
  8. Nikki Stafford, Once Bitten: An Unofficial Guide to the World of Angel. ECW Press, November 2004.
  9. "2005 Hugo Awards." The Hugo Awards. Retrieved on October 7, 2019.