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"Waiting in the Wings" is the thirteenth episode of the third season of Angel and the fifty-seventh episode in the series. Written and directed by Joss Whedon, it was originally broadcast on February 4, 2002, on The WB network.


Angel takes the gang out for an evening at the ballet, but becomes suspicious when the prima ballerina is one he saw dance more than a century ago. When Angel and Cordelia sneak backstage to investigate, they find themselves consumed with an overwhelming passion for one another as the spirits of unrequited lovers take over.[1]


Wesley researches a demon from one of Cordelia's visions while telling her about his romantic feelings towards Fred. After Gunn and Fred return from breakfast, Angel announces he is taking them all to a production of the ballet Giselle, performed by the Blinnikov World Ballet Corps. Gunn is horrified, since Angel had originally gone out to pick up tickets for one of his favorite bands, and tells Angel they've "lost the trust." Angel says he saw the same ballet performed by the same company in 1890, which made him cry like a baby even though he was still evil back then.

At the theater, the company's owner, Count Kurskov, promises the theater manager an unforgettable show while a shadowed figure watches from above the stage and laughs.

In preparation for their night at the ballet, Fred and Cordelia shop for new dresses, where Cordelia teaches Fred about the custom of buying an expensive dress, hiding the tag, then returning it the next day. Cordelia broaches the subject of Fred's romantic interests. Cordelia thinks Fred's mind is on Wesley, when Fred is really talking about Gunn, so Cordelia tells her the feeling is mutual.

Lorne tells Angel that he knows about the vampire's feelings for Cordelia. Angel initially denies it, but Lorne reminds him that Cordelia has grown into an amazing woman. Angel is unsure of if he should pursue her, considering he doesn't feel he has anything he can offer her. Lorne tries to talk him round, telling him that moments like this don't come around very often and he should act on his feeling. Cordelia arrives in her new dress and tells Angel that she hopes to leave behind their regular lives and enjoy an evening of classical dance. Angel agrees.

Compliments are directed to everyone as their attire is revealed at the hotel, and they depart together. At the theater, the gang find their way to their seats and Angel grumbles at the distance to the stage and remembers how, in the past, getting a box seat was only a good meal away. The show begins and Cordelia is instantly bored to sleep, while Gunn finds himself enraptured with the performance. Angel, as he watches, begins to get troubled at the sight of the dancers. During intermission, Angel tells his friends that the show is the same as the one he saw in 1890, even with the same dancers. He knows the dancers aren't vampires, so the gang decide to investigate. Angel and Cordelia sneak backstage, where they discover they are mystically trapped in a maze of corridors.

Looking through the Prima Ballerina's dressing room, Angel observes that the room hasn't changed in two hundred years as Cordelia examines a cross necklace from a table. Both feel the room warm, and Cordelia suddenly asks Angel to undress her. Soon they find themselves possessed by spirits in love and are unable to keep their hands off each other, until Cordelia accidentally burns Angel with the cross. Both come to their senses and leave the dressing room before things go too far.

Worried, Fred encourages Gunn and Wesley to help her look for the missing Angel and Cordelia. The Count directs his minions to deal with those sneaking around backstage. While trying to escape the backstage halls, Cordelia recalls an element of fear she felt while possessed. She convinces Angel to reenter the dressing room so that they can break the spell holding them backstage, where they are possessed by the spirits again. Cordelia calls Angel "Stefan" and confesses her fears of another man controlling her life. They kiss, and "Stefan" offers to take her away, but she wants him to help her deal with the problem instead.

As Fred tends to a wounded Gunn received in the battle with the Count's minions, he jokes about his injury, and Fred gets emotional because she thought he was seriously hurt. The two kiss, as Wesley quietly discovers them and walks away.

The ballet continues on stage as the gang gathers backstage. Wesley explains that he hit a hot spot and felt the Count's jealousy; he was a wizard who discovered that the Prima Ballerina, whom he adored, had a lover, so he forced her into a temporal shift where she would dance for him forever. As Angel searches for the Count's power center, he finds the Prima Ballerina waiting in the wings, resigned to perform the same dance for the rest of eternity, regretting she didn't leave when Stefan urged her to. Meanwhile, the rest of the gang weaken the Count's magic by fighting off the Count's demons, who multiply whenever they're killed.

The Prima Ballerina sadly tells Angel that during the first act, her foot slips a little every time during the courtship dance; she's not dancing each night, but rather just repeating her movements for eternity. Angel tells her that, to break the magic holding her prisoner, she has to change the dance. She dances on stage using her own steps. Angel attacks the Count and, guessing the power center is in a medallion he wears, smashes it with a punch, finally releasing the ballet dancers. The Prima Ballerina bows to Angel as she vanishes. The Count tells Angel he has no right to do this, the Prima Ballerina was his and danced only for him. In response, Angel knocks him out. Wesley dresses Gunn's injury and watches on as Fred and Gunn exchange loving looks.

Angel and Cordelia agree to forget whatever happened between them while they were possessed. However, Angel begins to admit his true feelings for Cordelia, but he is interrupted when the Groosalugg appears on the stairs. Cordelia goes to Groo and they kiss. Lorne comes downstairs to inform Angel that Pylea has formed a republic; with no need for a leader, Groo returned for Cordelia. Dejected, Angel goes upstairs to check on Connor while Fred and Wesley watch on, commenting that the path of love is not something that can be foretold.


  • Cordelia comments that there was a time Wesley thought she was "the loveliest thing in the world," in reference to their flirting when they first met in "Bad Girls."
  • When Lorne is speaking with Angel about his feelings for Cordelia, Lorne remarks that Angel has a thing for "ex-cheerleaders," referencing his past relationship with Buffy ("Angel" to "The Prom") and her being a past cheerleader (The Origin, Part One and "Witch").
  • Angel references the events of "I Only Have Eyes for You," remembering: "I've been possessed by the spirits of dead lovers before and it never ends well."
  • Lorne uses the Pylean word "Kyrumption" to describe Angel and Cordelia, meaning "when two great heroes meet on the field of battle and recognize their mutual fate." Fred previously used this word to describe them in "Offspring."
  • Cordelia remarks that the only "action" she is getting is a ghost who is "good with a loofah." Phantom Dennis scrubbed her back in the bathtub in the episode "Heartthrob."
  • Wesley mocking Cordelia's "rhythmic snoring" echoes Giles chastising Anya's "Wagnerian snoring" in "Goodbye Iowa."



Organizations and titles[]




Death count[]

  • Comedy and Tragedy, destroyed when Angel broke Kurskov's power center.

Behind the scenes[]


  • According to Joss Whedon, the main impetus for this episode was learning that Amy Acker danced ballet for fifteen years, although he was also excited to see the group dressed up.[2]
  • This episode was shot on location at the Orpheum Theater in downtown Los Angeles.
  • Whedon explains that, while he was filming the dressing room scene with Cordelia and Angel, he wanted to shoot it in one continuous camera shot to "get the space, to keep the camera moving, to get the magical feel for the whole thing." However, in rehearsal at the moment that Cordelia stands in front of the mirror, David Boreanaz was standing behind her, reflected. Whedon remembers: "I said, 'That's great, and then we'll go to David's reflections and then we'll go to her here,' and then everybody got very quiet and I believe it was Ross Berryman the director of photography who said, 'You do remember that he's a vampire, yes?'"[2]


  • "Waiting in the Wings" had an audience of 2.8 million households upon its original airing.[3]

Deleted scenes[]

  • A Wesley fantasy scene was filmed in which Fred dances the role of Giselle while Wesley clumsily tries to dance around her. The scene had to be cut due to time considerations, but it is featured as an extra on the Angel Season Three on DVD set.

Pop culture references[]

  • Discussing Wesley's timing to make his move, Cordelia calls him "Johnny Reb," the name of the personification of the common soldier of the Confederacy.
  • Gunn's favorite band is named after the exotic dancer Mahta Hari (1876–1917).
  • The gang watches a performance of the romantic ballet Giselle (1841).
  • Fred confides that her family used to go to watch the ballet The Nutcracker and she had her first sexual dream about the villainous character of the Mouse King.
  • Lorne sings a parody of Johannes Brahms's lullaby "Wiegenlied."
  • Cordelia refers to a scene from the movie This Is Spinal Tap (1984) in which the title band becomes lost backstage.



International titles[]

  • Czech: "Hrabě sobě" (Count Himself)
  • Finnish: "Klassisia liikkeitä" (Classic Movements)
  • French: "Les coulisses de l'éternité" (The Backstage of Eternity)
  • German: "Liebe und andere Schwierigkeiten" (Love and Other Difficulties)
  • Hungarian: "Védőszárnyak alatt" (Under Protective Wings)
  • Italian: "Dietro le quinte" (Behind the Scenes)
  • Portuguese (Brazil): "Espera Solitária" (Solitary Wait)
  • Russian: "Ожидание за кулисами" (Waiting Backstage)
  • Spanish (Latin America): "Tras bambalinas" (Behind the Scenes)
  • Spanish (Spain): "Al margen" (On the Sideline)
  • Turkish: "Yedekte Beklemek" (Waiting in Reserve)



Promotional stills[]

Behind the scenes[]



  1. "angel: Waiting in the Wings." TheWB.com. Archived from the original on February 17, 2004.
  2. 2.0 2.1 Joss Whedon, Angel Season Three on DVD; audio commentaries for "Waiting in the Wings". 20th Century Studios, February 10, 2004.
  3. "Nielsen Ratings for Angel's Third Season." Nielsen Ratings for Buffy the Vampire Slayer, Angel, & Firefly. Archived from the original on July 5, 2008.
  4. "2003 Hugo Awards." The Hugo Awards. Retrieved on October 11, 2021.