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|Episode no.||Season 5
|Directed by||Steven S. DeKnight|
|Written by||Steven S. DeKnight|
|Original air date||March 3, 2004|
"Shells" is episode 16 of season 5 in the television show Angel.
Plot synopsis 
||This article's plot summary may be too long or excessively detailed. (February 2009)|
Wesley thinks that Fred is alive, if a little blue, but he soon realizes that she's really Illyria. Her expression is blank and her movements are staccato impressions of who Fred once was. Illyria 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 does is jar her memory. Illyria remembers Fred and states that it is the "shell" she's inhabiting. Wesley, overcome with grief, sits on the bed and says that Fred was the woman Illyria killed. Illyria mentions his grief and how disgusting it is and 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.
During Spike and Angel's flight home from England, Spike tries to comfort Angel by reminding him that if they'd saved Fred, thousands of people would have died and Fred wouldn't have wanted that. Angel asks what the word "gone" really means, noting that in the world of Buffy and Angel, people don't always stay dead. The body houses the soul and as long as that is out there, there is hope for Fred.
Gunn has beaten and tied up Knox, thinking about torturing him. 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 Fred is gone and 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 god. He states that she is so much more now and is lucky to have been sacrificed in order to bring Illyria forth. Wesley aims a gun at Knox and verbally blasts him, emotionally wrought over remembering how she was in pain and how brave she was. Angel and Spike return in the midst of this and agree with the group that it's time to get Fred back.
The gang gathers in Angel's office and Angel and Spike fill everyone in on the trip to the Deeper Well. Angel says that they couldn't have stopped what happened unless they hadn't come to Wolfram & Hart at all, and according to Drogyn, the sarcophagus was predestined to be released. Gunn mentions that Knox told him someone signed the sarcophagus out of customs, but doesn't say he himself signed it out. Spike says that Illyria only took over Fred's body - her soul is still out there. Angel assures Wesley that they'll find Fred's soul and return it to her body and then get revenge on anyone who was involved. The gang brainstorms on who could help them, 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.
In to the lab, Illyria studies her sarcophagus as 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. She's disappointed that the world has changed so much since last she was in it, and Knox laments that there's nothing he can do about it. Illyria says she can do something to change it and rips off all of her clothes. Illyria touches the sarcophagus and a body suit of armor snakes its way around her body.
Angel is on the phone with Giles trying to contact Willow, but learns she is in the Himalayas now, and on another astral plane. An unseen, unheard Giles disrespectfully puts him on hold. Wesley apologizes to Gunn for taking out his anger on him earlier, noting that Gunn has done everything he can. Gunn cries a little, but doesn't admit his involvement. Giles returns to the phone and, after confirming that Angel still works for Wolfram & Hart, refuses to help. When the gang tries to stop Illyria and Knox from leaving the building, she tosses Angel out a window and slows down the time continuum in order for her and Knox to escape.
The gang 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. "Well, that's not fair," Harmony agrees. 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. Spike noticed Illyria had no scent, and Spike begins to voice the possibility that Fred is really gone. Very upset, Angel states that he lost Cordelia because something crawled inside her and used her up and that he won't let that happen to Fred.
In the science lab, as Harmony looks through Knox's things, 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. Wesley, in his grief, states that he hates her a little for being so curious, then smashes the sarcophagus with a pry bar and then takes a crystal from it, thinking that it might come in handy. Harmony finds Knox's cell phone and Wesley discovers that he has three missed calls in the last few hours, all from the same person.
Gunn pays a visit to a Dr. Sparrow, demanding to know everything the doctor does about how to bring Fred back. Sparrow says that it's impossible. He explains that Gunn got his permanent legal upgrade because he signed the sarcophagus out of customs. Gunn tearfully tells him to take back all of the legal knowledge and bring Fred back, but Sparrow says that there's nothing to bring back. Fred's 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 admits that he signed out the sarcophagus, but he didn't think anyone would get hurt. Gunn 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 Wesley puts his gun down, he says he can understand not wanting to go back and wanting to be someone else. Wes then stabs Gunn in the gut with a scalpel and says but he can't forgive the fact 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. Angel puts Wesley down, devastated that Fred is truly gone forever. Wes 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, about how Fred could have lived if Angel had let thousands of others die, but Angel wasn't willing to do that. He asks Wesley to put aside his feelings to focus on dealing with Illyria. Spike arrives, from interrogating Sparrow, he got the name Vahla ha'nesh. 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 L.A. It's still there, just in a different stream of time that only Illyria can get to.
Illyria breaks into a bank to open the gateway to the other time stream and raise her army. Illyria 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. Knox performs a spell, finishing up just as Angel, Spike, and Wesley arrive. 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 has to fight for every person. Wesley saves him the trouble by shooting Knox, effectively ruining Angel's speech. Spike points out that he had it coming. She replies that she is bothered that he would think that Knox's death matters to her at all. The gang start fighting Illyria, who beats them easily until Angel pulls out the crystal Wesley grabbed from the sarcophagus, which gives him power connected to Illyria. She opens a portal and runs to her temple, followed by Wesley, who makes it in before it closes on Angel and Spike.
Illyria tells Wesley that he's too late, her army will be brought forth, but then she sees her statue has been toppled and her army is dead. She's upset that the temple has been destroyed and her world is gone. "Now you know how I feel," Wesley replies. She opens a portal and heads off somewhere; Wesley heads back through the portal to the bank. Back in Angel's office, 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 L.A., since that's what Fred would have wanted. While Wesley packs up Fred's office, Illyria notes his grieving. She says that this place was part of "this shell" and tells Wesley that there are still fragments of Fred inside her, so she can remember parts of her. Illyria, using Fred's voice, asks "Please…Wesley, why can't I stay?" Wesley tells her to leave, but Illyria says that she has nowhere to go. She tells him that she's stuck in this 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. He agrees to help Illyria because she looks like Fred.
Gunn grieves in his hospital room, Harmony is sad at her desk, Lorne drinks in his office, Spike sits in the lobby, Angel does paperwork, Wesley packs up Fred's things (including Feigenbaum, her bunny), and Illyria looks at Fred's office. In a flashback to Texas, Fred packs up her car, says goodbye to her parents, and heads to L.A.
Production details 
While writing the episode "A Hole in the World", Joss Whedon thought about using the character of Rupert Giles in the Deeper Well scene, but it would have been too expensive to fly in Anthony Stewart Head to guest star. In this episode Angel instead speaks to Giles over the phone.
- Bratton, Kristy, ANGEL Season Five DVD Collection REVIEW, retrieved 2007-10-24
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