Season 4, Episode 11
Angel411 025
Air date February 5, 2003
Written by Sarah Fain
Elizabeth Craft
Directed by Sean Astin
Episode Guide
David Boreanaz Angelus
Charisma Carpenter Cordelia
J. August Richards Gunn
Amy Acker Fred
Vincent Kartheiser Connor
Alexis Denisof Wesley
Special Guest Starring
Andy Hallett Lorne
Guest Starring
Vladimir Kulich The Beast

"Soulless" is the eleventh episode of the fourth season of Angel and the seventy-seventh episode overall. Written by Sarah Fain and Elizabeth Craft and directed by Sean Astin, it was originally broadcast on February 5, 2003 on the WB network.


At the Hyperion Hotel, the gang carefully put Angel's contained soul away in the safe, discussing the great risk they all face in dealing with Angelus. Meanwhile, an unchained Angelus sits alone in the basement cage. Wesley cautiously approaches the cage and starts up a discussion with Angelus. Angelus plays games with Wesley, avoiding the important information about The Beast in favor of taunting Wesley about his romantic interest in Fred while the rest of the gang watch the conversation from the lobby via video feed. Angelus continues to be difficult, raising issues of Wesley's failure with Faith and Connor. Connor returns to receive strange looks in the aftermath of Angelus's news, but misinterprets the looks as everyone thinking he's still connected to the Beast.

Gunn and Fred bring Angelus a glass of blood and Angelus happily takes advantage of the opportunity to taunt the couple about the sounds Angel could hear coming from Fred's room at night. Fred pushes a cart towards the cage and Angelus takes the glass, but also shoves the cart into Fred and grabs her when she falls towards the cage. Gunn moves in to rescue Fred, but it's Wesley who shoots Angelus with tranquilizer darts, freeing Fred and knocking Angelus out cold. In Wesley's office, Fred thanks him for saving her, but the conversation takes a turn for the romantic as Wesley kisses Fred. Gunn walks in and, after realizing what just happened between them, he gets furious. The two men begin to fight until Gunn accidentally hits Fred when she tries to stop them. Angelus is pleased with the discord he has created.

Connor approaches Angelus, who tells Connor that his mother Darla and his adoptive father Holtz were eager to get away from Connor. Connor calmly replies that he knows that Angelus is his real father. Angelus thinks he can take advantage of this and encourages Connor to approach, but Cordelia interrupts and sends Connor away. She then turns off the video camera and makes him an offer he can't refuse; give them the information to help them save the world, and she will exchange herself. Angelus is reluctant to take her offer, but later Cordelia informs the gang that Angelus is willing to talk, although she refuses to tell them what she did to get Angelus to talk. Wesley goes downstairs and begins to ask questions. Angelus explains that in 1789, the Beast tried to bribe Angelus into helping him kill three priestesses who were attempting to banish the Beast. Angelus refused to help, and then the priestesses appeared and banished the Beast. Gunn finds that the women live nearby.

Wesley, Cordelia, and Connor find the priestesses and their families have already been murdered by the Beast. After seeing a "Daddy's Birthday" reminder on the family's calendar, Connor runs outside to be sick. Cordelia chases after him and she tries to talk to him, but some vampires interrupt the moment, sending the gang into battle mode. Connor disposes of one and Wesley gets the car for them to escape in. They return to the hotel and since Angelus doesn't have any more information on the Beast, it's time to turn him back into Angel. Cordelia goes downstairs and, despite Angelus's enthusiasm to have her, Cordelia tells him the deal is off since they didn't get to save the world and that they're putting his soul back. Angelus doesn't seem too worried about that, as he's confident he'll escape the cage and collect on his debt before getting to see the apocalypse come to life. Cordelia returns to the office only to find bad news: the container holding Angel's soul is gone.


Body Count

  • Eleven vampires, dusted by Connor
  • Svea Priestesses' descendants, killed by Jasmine (in Cordelia's possession)



Behind the Scenes


Pop Culture References

International titles

  • German: Seelenlos (Soulless)
  • French: Sans âme (Soulless)



Angelus - "When you think about it, the first woman you boned is the closest thing you've ever had to a mother." [gasps] "Screwing your mom and trying to kill your dad. Hmm ... there should be a play."
Connor - "You think I care what you say? Angel told me how you'd try to hurt me, how you aren't my real dad, just some animal in a cage. Angel's my dad."
Angelus - "I'm gonna cry."
Connor - "That's what he told me. And he thought I believed him. The truth is, Angel's just something that you're forced to wear. You're my real father."
Angelus - "Ooh, yeah, let's talk about Cordy. Now there's a rack to write home about. Too bad about that personality, though ... yap, yap, yap ..."
Angelus - [to Fred and Gunn] "Othello and Desdemona. My favorite couple. Oh, wait, Desdemona wasn't in love with the other guy. So much for stand by your man. Then again, you probably like her on her knees."