Season 5, Episode 22
Air date May 19, 2004
Written by Joss Whedon
Jeffrey Bell
Directed by Jeffrey Bell
Episode Guide
Power Play
series ends, continued in After the Fall


You may be looking for the comic adaptation.

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

Angel, having regained the confidence and trust of his team, continues feigning loyalty to the Circle of the Black Thorn. When he announces that the time has come to strike back, he tells his team to make the most of what may be their last day on Earth. Gunn visits his old neighborhood, Wesley tends to the wounded Illyria, Lorne spends some time onstage, Spike performs at a poetry slam, and Angel visits his son. When night falls, they move to divide and conquer the demons that wield Wolfram and Hart's power on earth, incurring the wrath of the armies of Hell.


In a continuation of the previous episode, Angel has joined the evil Circle of the Black Thorn by killing Drogyn. Marcus Hamilton, the Senior Partners' liaison, 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 the Devil produces the original scroll 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 informs Harmony he will be meeting with Sebassis later, and instructs her to distract Hamilton while he does so. Afterward, he 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 spends his day helping 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 innumerable shots of "courage", goes onstage and recites the completed version of a poem that he originally wrote for Cecily - with whom he had been infatuated before his siring - to a crowd of rough motorcyclists and street gang members at an open mic. To his surprise, the crowd goes wild with cheers and applause. A triumphant and relieved 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 inflicted by Hamilton when he abducted Drogyn to be killed by Angel. 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 Senator Helen Brucker and her vampire bodyguards; Wesley is to attack Cyvus Vail, a powerful demon sorcerer; Illyria will take out Izzy the Devil and three other members of the Black Thorn; Spike will rescue an infant before eliminating the demonic Fell Brethren; 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, he 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, Lorne tells Angel that this is the last thing he's going to do for him, and that they will never see him again.

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. After Angel fires Harmony (who leaves after collecting Angel's pre-written letter of recommendation) he fights Hamilton. Hamilton knocks Angel across the room, asking if Angel really thought he could get away with killing 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, 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." 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 battle 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, and Angel tells Connor to leave, then tries to convince Eve to leave the building, because Lindsey won't be coming for her. 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 armies of the Senior Partners - demons of all sizes, including a 100-foot-tall giant and a flying dragon - advance on the four survivors. As the demon army approaches, Angel expresses interest in taking on the dragon and the group goes into battle. As Angel swings his sword, he utters the series' epitaph: "Let's go to work."



Special Guest Starring

Guest Starring

Co Starring

Background Information


  • Joss Whedon says of this episode, "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. But the point of the show is that you're never done; no matter who goes down, the fight goes on."[1] Whedon says that Angel 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?'"[2]


  • This is the 254th and final episode of Buffy/Angel.


  • 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.


thumb|300px|right|Not Fade Away- TV Promo

  • Despite many rumors, this episode was written some time after the series had been confirmed as canceled. It is not a cliffhanger.
  • The poem that Spike reads is a completed form of the poem that was originally introduced in Buffy Season 5's "Fool for Love". In that episode, only the last two lines were revealed. The completed poem reads:
My soul is racked in harsh repose
Midnight descends in raven colored clothes
But soft, behold! A sunlight beam
Cutting a swath of glimmering gleam
My heart expands, 'tis grown a bulge in't,
Inspired by your beauty effulgent


Marcus Hamilton - "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 Wyndam-Pryce - "I know."
Illyria - "Would you like me to lie to you now?"
Wesley - "Yes. Thank you, yes." [Illyria morphs into Fred ] "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-I love you."
Illyria/Fred - "I love you. My love. Oh, my love."
Spike - "Right. First off, I'm not wearing any amulets. No bracelets, brooches, beads, pendants, pins or rings."
Angel - "What are you doing here?"
Connor - "You drop by for a cup of coffee and the world's not ending? Please!"
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 - "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."
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."


  • Angel: After the Fall is a comic series declared canon by Joss Whedon, which contains the events that take place after this episode. In it we find out who lives, who dies, and who becomes undead.


  1. Angel Creator's Finale Post-Mortem
  2. Interview with Joss Whedon
Community content is available under CC-BY-SA unless otherwise noted.