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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.
||This article's plot summary may be too long or excessively detailed. (February 2009) (Learn how and when to remove this template message)|
The episode picks off of the ending of "A Hole in the World" as Wesley realizes that Fred has become Illyria. Wesley attempts to speak to her to see if Fred is still there but Illyria states Fred is just the "shell" she's inhabiting. She then throws him across the room and says that if humans are in charge, she has a lot of work to do. Meanwhile, Angel and Spike fly back home, defeated. However, Angel believes that since the body houses the soul, there is still hope for Fred. Meanwhile, Gunn ties up Knox and tells Wesley that Knox was involved with what happened to Fred. Wesley announces that Fred is dead, which pleases Knox.
Angel and Spike return and Wesley suggests that Willow could help them, but in the meantime they have to keep Illyria contained. However, at that moment, Illyria bursts into the office to take Knox to the lab as he is her Qwa'ha Xahn, her guide in this world. Angel calls Giles to find Willow but Giles does not trust Wolfram & Hart and hangs up on him. The gang tries to stop Illyria and Knox from leaving the building, but she slows down the time continuum to allow for her and Knox to escape.
The gang split up to find anything that could help them against Illyria. Spike notices Illyria had no scent, and suggests that Fred might really be gone. Upset, Angel vows he will not lose Fred to something that possessed her like he did with Cordelia. In the science lab, Wesley smashes the sarcophagus and takes a crystal from it. Harmony finds Knox's cell phone and Wesley discovers that he has three missed calls from Dr. Sparrow, whom Gunn is questioning. Gunn begs Sparrow to take back the legal knowledge in exchange for Fred, but Sparrow explains Fred's soul was destroyed in resurrecting Illyria. Wesley arrives, having overheard their conversation and knocks out Sparrow and stabs Gunn with a scalpel, as punishment for his part in Fred's death.
As Gunn recovers in the hospital, Angel asks Wesley to put aside his feelings to focus on dealing with Illyria. The team discovers that Illyria is trying to open a portal to her temple which is entombed with an army that has been waiting for her return. Knox finishes performing a spell to open the gateway for Illyria, just as Angel, Spike, and Wesley arrive. Knox tells them that they can't win this battle, but Angel offers to take mercy on him if he surrenders. However, Wesley shoots Knox, angering Angel. The gang fight Illyria, who beats them easily until Angel pulls out the crystal Wesley grabbed from the sarcophagus, which makes him unaffected by Illyria's time-altering powers. The portal opens and Illyria runs to her temple, followed by Wesley. However, her army is dead and her temple has been destroyed. "Now you know how I feel," Wesley tells her. Defeated, she returns with Wesley to the gang.
Back in Angel's office, Angel says that they need to close the portal to make sure that Illyria doesn't try to raise another army. Spike decides to stay in L.A., since that's what Fred would have wanted. While Wesley packs up Fred's office, Illyria finds him. She explains to Wesley that there are still fragments of Fred inside her. Using Fred's voice, she repeats to him Fred's last words "Wesley, why can't I stay?", which nearly causes him to break down, and she asks to stay as she is stuck in this world and needs a guide. Wesley agrees because she looks like Fred but makes her promise not to kill anymore. She asks him if there is anything in this life but grief. Wesley replies that "There's love. There's hope for some. Hope that you'll find something worthy. That your life will lead you to some joy. That after everything, you can still be surprised." Illyria asks him if that is enough to live on, and he can't answer her.
In a flashback to Texas, Fred packs up her car, says goodbye to her parents, and heads to L.A.
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.
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