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"Shells" is the sixteenth episode of the fifth season of Angel and the 104th episode in the series. Written and directed by Steven S. DeKnight, it was originally broadcast on March 3, 2004, on The WB network.


Angel and Spike return from England defeated, knowing that the ancient demon Illyria has completely taken over Fred's body and soul. Upon learning that Knox and Gunn have each contributed to her demise, Wesley goes for revenge and Angel tries everything to restore Fred, including calling on an old friend from Sunnydale. Meanwhile, Illyria tries to locate an ancient temple where she believes she will find an army ready to help her destroy mankind.[1]


Wesley thinks that Fred is alive, if a little blue, but he soon realizes that she's really Illyria. She turns and is shocked that Wesley dares to speak her name. He mentions Fred and she tells him that Fred doesn't mean anything to her. He picks up an axe and hits her with it, but all it shatters in contact. Illyria remembers Fred and states that it is the "shell" she's inhabiting. Wesley tells her that Fred was the woman Illyria killed. Illyria mentions his grief and how disgusting it is, so Wesley tells her that if she stays she will always feel it. He explains that Earth is ruled by humans and, if she leaves Fred's body, she could come back later when humans have all died out. Illyria realizes what he's doing and tells him that "he seeks to save what is rotted through." She then throws him across the room and says that if humans are in charge, she has a lot of work to do.

Spike and Angel fly home from England, Spike trying to get drunk on tiny bottles of booze. He tries to comfort Angel by reminding him that if they'd saved Fred, thousands of people would have died, which Fred wouldn't have wanted. Angel asks what the word "gone" really means, since in their world people don't always stay dead; the body houses the soul, so, as long as that is out there, there is hope for Fred.

In Gunn's office, he has beaten and tied up Knox. Harmony wants to help but Gunn says that this is personal. Wesley arrives and Gunn tells him that Knox was involved with what happened to Fred. Wesley announces that she is gone, so Knox starts laughing, pleased that his plans went through. He tells them that he loved Fred and that was why he chose her for his goddess; she is so much more now and is lucky to have been sacrificed in order to bring Illyria forth. Wesley points a gun at him and verbally blasts him. Angel and Spike return in the midst of this and agree with the group that it's time to get Fred back.

The team gathers in Angel's office and are filled in on the trip to the Deeper Well. Lorne blames himself for not seeing anything when he read Knox, but Angel says that they couldn't have stopped what happened unless they hadn't come to Wolfram & Hart at all. Lorne apologizes and leaves. Gunn agrees with Lorne that they should've seen this coming, but Angel points out that, according to Drogyn, the sarcophagus was predestined to be released. Gunn mentions that Knox told him someone signed the sarcophagus out of customs. Wesley isn't happy that Gunn isn't doing more, and, when Angel tells him that they need to stay on top of things for Fred's sake, Wesley says that she's gone. Spike says that Illyria only took over Fred's body — her soul is still out there, which all that matters. Angel assures Wesley that they'll find Fred's soul and return it to her body, then get revenge on anyone who was involved in what happened. The team brainstorm on who to get to help them and Wesley mentions Willow, who's in South America. Angel says that they'll track her down, but, in the meantime, they have to keep Illyria contained. At that moment, Illyria grabs Knox from Gunn's office, smacking Harmony aside so she can make her exit.

Illyria heads down to the lab and studies her sarcophagus, while Knox talks about how much he's loved her since he was eleven. She mentions that he's her Qwa'ha Xahn, her guide in this world. He then shows her how he's followed the ancient ritual of sewing her sacraments into his body, close to his heart. Illyria is disappointed that the world has changed so much since the last time she was in it, and Knox laments that there's nothing he can do about it. Illyria says that she can do something to change it; she rips her clothes off, touches the sarcophagus, and a body suit of armor if formed around her body.

Angel tries to contact Willow from his office, but learns from Giles that she's in the Himalayas and on another astral plane, before being put on hold. Wesley apologizes to Gunn for taking out his anger on him earlier, noting that Gunn has done everything he can. Giles returns to the phone and, after confirming that Angel still works for Wolfram & Hart, refuses to help. In response, Angel flings the phone against the wall. Harmony arrives and tells the group that Illyria grabbed Knox and took him somewhere. Before Illyria and Knox can leave the building, the gang arrives along with a fully-armed security team. Illyria notes that Angel is a warrior, not being sure there were any left in the world. The team start to fight Illyria, but she tosses Angel out a window and slows down the time continuum so she and Knox escape. By the time Angel hits the ground, the two are gone.

The team regroups and Angel says that he doesn't think Illyria will be back, since she has Knox now. He isn't thrilled that Illyria appears to have super strength and the ability to alter time. Wesley and Harmony head to the science lab to look for anything in Knox's files that could help. Gunn goes to speak with his contacts and Angel and Spike go to look for Illyria. In Angel's office, Spike asks Angel if he could tell that Illyria was there at all, because she had no scent. Spike begins to voice the possibility that Fred is really gone. Angel states that he lost Cordelia because something crawled inside her and used her up, so he won't let that happen to Fred.

In the science lab, Harmony looks through Knox's things as Wesley stares at the sarcophagus. He talks about how Fred was just curious and that's why she didn't put it into containment first; he states that he hates her a little for being so curious. Wesley smashes the sarcophagus with a pry bar and then takes a crystal from it. Harmony finds Knox's cell phone which has all the call records wiped, but points out that as he couldn't have deleted any missed calls he's had after leaving it. Wesley discovers that he has three missed calls in the last few hours, all from the same person.

Gunn pays a visit to Dr. Sparrow and demands to know everything the doctor does about how to bring Fred back. Sparrow says that it's impossible; Gunn got his permanent legal upgrade because he signed the sarcophagus out of customs. Gunn tells him to take back all of the legal knowledge and bring Fred back, but Sparrow says that there's nothing to bring back: her soul was destroyed in the fires of resurrecting Illyria. Sparrow tells Gunn that he made a deal and needs to learn to live with it. The doctor starts to leave but gets knocked out by Wesley, who points his gun at Gunn and asks if there's anything he wants to say. Gunn finally reveals that he signed out the sarcophagus, but he didn't think anyone would get hurt. Wesley blasts him for not remembering that "nothing from Wolfram & Hart is ever free." Gunn says that he couldn't stand just being the muscle; he knew there would be a consequence, but didn't think that it would affect any one of them. As he puts his gun down, Wesley says that he can understand not wanting to go back and wanting to be someone else. He then stabs Gunn in the gut with a scalpel and says he can't forgive that Gunn didn't say anything while Fred was dying.

Back in Wesley's office, Angel slams Wesley up against the wall and asks him to explain his actions; Wesley says that he didn't do much damage and Gunn should be fine. Wesley tells Angel that Fred's soul was destroyed and there's nothing they can do. He reveals Gunn's part in what has happened and says that he let her die. Angel tells him about the circumstances Drogyn mentioned at the Deeper Well, revealing that Fred could have lived if Angel had let thousands of others die, but he wasn't willing to do that. He asks Wesley to put aside his feelings to focus on dealing with Illyria. Spike arrives, having interrogated Sparrow, and says that he got the name Vahla Ha'nesh out of him. Wesley discovers that this was Illyria's temple and the location where she was supposed to be resurrected. She was entombed with an army that's supposedly waiting for her return to Los Angeles. Wesley says that it's still there, just in a different stream of time that only Illyria can get to.

Illyria breaks into a bank with Knox. She attempts to open a portal, but realizes that the gateway is blocked. Knox says that Wolfram & Hart probably did something to keep it closed, but he has a way to open it.

Harmony visits Gunn in his hospital room, giving him some papers to sign relieving him of any more responsibility at the firm. Harmony wonders how he could hurt his friends the way he did. Gunn says that he was weak and wanted to be someone he's not. He adds that it doesn't matter anyway, since Fred is gone and isn't coming back.

At the bank, Knox performs a spell, finishing up just as Angel, Spike, and Wesley arrive. Angel tells Illyria she has a lot to pay for, top of the list being the fact she's walking around looking like Fred. Knox tells them that they can't win this battle, but Wesley is willing to die trying. Angel doesn't want more innocent people to die and Illyria confirms that Angel is willing to be the warrior for the innocent, even Knox. Angel says that Knox may be scum, but he's still human, and Angel has to fight for every person. Wesley then saves him the trouble by shooting Knox dead. Illyria tells them that she is bothered that he would think that Knox's death matters to her at all. The team start fighting Illyria, who beats them easily, until Angel pulls out the crystal Wesley grabbed from the sarcophagus. Illyria opens a portal and runs to her temple, followed by Wesley, who makes it before it closes and Angel and Spike can't join them.

Illyria tells Wesley that he's too late to defeat her, since her Army of Doom will be brought forth, but she soon notes that her army is long dead. She's upset that her world is gone and Wesley replies that now she knows how he feels. She opens a portal and heads off somewhere; Wesley heads back through the portal to the bank.

Back in Angel's office, Spike is satisfied that they don't have to fight Illyria's army. Angel says that they need to close the portal to the temple, as well as make sure that Illyria doesn't cause them any more trouble. Spike decides that he'll stay in Los Angeles, since that's what Fred would have wanted.

Wesley packs up Fred's office as Illyria notes that he's grieving for one person. She says that this place was part of her "shell." She tells Wesley that there are still fragments of Fred inside her, so she can remember parts of her. Illyria uses Fred's voice to ask "Please Wesley... Why can't I stay?" Wesley tells her to leave, but Illyria says that she has nowhere to go; she's stuck in the world now and needs his help to learn how to live there. Wesley says that if he helps her, she has to change and stop killing people. She points out that he killed Knox, so Wesley says that Knox killed Fred. However, he agrees to help Illyria because she looks like Fred. Illyria asks if there's anything in life other than grief and Wesley replies that there's love and hope, as well as the possibility of being surprised. "Is that enough to live on?" she asks.

Gunn, Harmony, Lorne, Spike, and Angel grieve for Fred on their own, thinking about the impact she had on their lives. In the lab, Wesley packs up Fred's things, including her stuffed bunny Feigenbaum, while Illyria looks around Fred's office. Years before, in Texas, Fred packs up her car, says goodbye to her parents, and heads to Los Angeles.


  • The episode begins immediately after the last scene from the previous episode "A Hole in the World."
  • Angel and Spike mentions cases of not staying dead, including Spike's return as a ghost ("Conviction") after dying saving the world ("Chosen") and Buffy's multiple resurrections ("Prophecy Girl," "Bargaining, Part One," "Villains").
  • Willow is described as the "big guns" for bringing Fred back; the witch was experienced both in dealing with souls ("Bargaining, Part One," "Orpheus") and resurrection ("Bargaining, Part One").
  • Spike mentions hearing Willow was in South America, as Andrew revealed in "Damage" she was in Brazil.
  • Illyria mentions her last Qwa'ha Xahn, described them as "taller" than Knox; the non-canon miniseries Fallen Angel: Reborn establishes Catari as her previous high priest.
  • Angel recalls having lost Cordelia after she was "violated" by some "thing," a reference to her possession by Jasmine ("Spin the Bottle") that led her to a coma ("Inside Out") and ultimate death ("You're Welcome").
  • Upon learning that Fred's soul was destroyed, Team Angel gives up on bringing her back, believing it impossible. Fred returns after the period of end of magic and Illyria's sacrifice, sharing the body and memories with the Old One, including the events from this episode on (United, Part One).
  • Spike tells Angel they both feel the fight is coming, bigger than Illyria, a foreshadow to the fall of Los Angeles in "Not Fade Away."



Organizations and titles[]





Death count[]

  • Security guard, killed by Illyria.
  • Knox, shot by Wesley.

Behind the scenes[]

Pop culture references[]

  • Spike drinks bottles of Jack Daniel's whiskey.
  • Spike describes Illyria's disappearance as going "Houdini," referring to the illusionist known for his escape acts.
  • In reference to Illyria's speed, Gunn lists Barry Allen (1956), Jay Garrick (1940), and Wally West (1986), comic book characters who all have been the superhero Flash.
  • Fred's poster of the country group Dixie Chicks appears hanging in her office for the last time.


  • In the last scene, when Fred is driving away from her family home, there are mountains in the background. Dallas, where Fred is from, does not have mountains.
  • Wesley removes the crystal from the sarcophagus after hitting it with a crowbar, but he didn't actually hit the crystal.


International titles[]

  • Czech: "Schránky" (Repository)
  • Finnish: "Kuoret" (Peelings)
  • French: "Coquilles" (Shells)
  • German: "Menschenwelt" (Human World)
  • Hungarian: "A feltámadt démon" (The Resurrected Demon)
  • Italian: "Il guscio" (The Shell)
  • Portuguese (Brazil): "A Concha" (The Shell)
  • Russian: "Оболочки" (Shells)
  • Spanish (Latin America): "Caparazones" (Shells)
  • Spanish (Spain): "La portadora" (The Carrier)
  • Turkish: "Deniz Kabukları" (Seashells)



Promotional stills[]

Behind the scenes[]



Angel: "We know what you are, Illyria. We've seen the rest of your kind. All the old ones, sealed away forever, like you were. Where you should have stayed. You've taken something of ours, something very precious. Stand down and I promise we won't destroy you taking it back. Your choice.
Illyria: "I decline."
Harmony: "Wes... The girl of your dreams loved you. That's more than most people ever get."
Illyria: "You've destroyed my Qwa'ha Xahn."
Spike: "Yeah, okay. But you've gotta admit, he had it coming."
Illyria: "It offends me that you think he matters."
Illyria: "This place... was part of the shell."
Wesley: "Don't call her— The woman you killed had a name."
Illyria: "This is important to you. Things have names... The shell... Winifred Burkle... She can't return to you."
Wesley: "I know."
Wesley: "If I were to help you find your way, you have to learn to change. You mustn't kill."
Illyria: "You killed the Qwa'ha Xahn in defiance of your leader."
Wesley: "He murdered the woman I love."
Illyria: "And that made it just?"
Wesley: "No. It wasn't just. I'm probably the last man in the world to teach what's right."
Illyria: "But you will... If I abide, you will help me."
Wesley: "Yes."
Illyria: "Because I look like her."
Wesley: "Yes."


  1. "angel: Shells." TheWB.com. Archived from the original on October 18, 2004.