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ILLYRIA: My name...
You would presume to speak my name...
Because I have returned in the body of the human, you think you can speak to me. It"s disgusting.
WESLEY: Who is Winifred Burkle?
ILLYRIA: I thought the humans would have long died out by now.
Instead, you"ve grown bold.
WESLEY: So you don"t know who Fred is.
ILLYRIA: Nor care. Bleat at me no longer. We"re done.
WESLEY: Yes... we are.

Opening credits.

ILLYRIA: Oh... now I remember.
Winifred Burkle is the shell I"m in.

WESLEY: She"s the woman you killed.
ILLYRIA: This is grief. I"m watching human grief. It"s like offal in my mouth.

WESLEY: If you stay here, you"ll taste it every day, every second.
Look. Humans rule the Earth.
They will last for millennia... like roaches crawling everywhere.
Crying and sweating and puking their feelings all over you.
Go back. Sleep until the humans are gone. They are stupid and weak. They"ll kill each other off and you can return to the world you deserve.
Leave this shell.
ILLYRIA: You seek to save what"s rotted through. This carcass is bound to me. I could not change that if I cared to, but you have opened my eyes to truth. If the world is truly overrun by humans...
then I have work to do.

SPIKE: Can"t even get drunk.
Why would anyone ever make a bottle this small?
It"s inhuman.
Thousands would have died if we"d saved her.
ANGEL: Yeah.
SPIKE: She wouldn"t have wanted that.
ANGEL: Yeah. I tried calling Wes. There was no answer.
SPIKE: I guess she"s gone, then.
It"s like a bloody tease.
It"s like, "Here"s what a bottle of Jack would look like if you actually had one," or, "here"s a drink, but it"s very far away."

ANGEL: What does that mean? Really?
SPIKE: It"s a play on perspective.
ANGEL: Gone. What does it mean that she"s gone?
SPIKE: Well, in the world of men, a person dies, they stay that way.
ANGEL: Unless you"re a vampire.
SPIKE: Or the ghost of one that saved the world.
ANGEL: Or Buffy. Death doesn"t have to be the end, not in our world. Rules can be broken. All you have to do... is push hard enough.

HARMONY: Gonna torture him?
GUNN: Thinking about it.
HARMONY: Can I help?
I"m really good at it.
GUNN: Thanks, but this is kind of personal.
HARMONY: Why do you think I want to help? Because I"ve got some kind of blood lust-well, OK, that, too, but Fred"s my friend. We went out for drinks all the... once. And if Poindexter here had anything to do with hurting her, then I"m in for a big fat pound of flesh.

WESLEY: Angel?
GUNN: He"s on his way back. How"s Fred?
WESLEY: You tied Knox up.
HARMONY: We"re gonna torture him.
WESLEY: Good. Why?
GUNN: He knows what"s happening. Been hiding it the whole time. I just need a few minutes alone.
WESLEY: He"s involved in this?
GUNN: Pretty sure.
WESLEY: Why didn"t you tell me?
KNOX: Yeah, buddy. Why didn"t you?
GUNN: Shut up.
HARMONY: I thought we wanted him to talk.

GUNN: I can handle this. Whatever he knows-
WESLEY: Doesn"t matter anymore. Fred"s gone.
KNOX: I"m sorry. It"s just... um, it"s not what you think. It-it"s-it"s beautiful.
Tell them. Tell them what happened.

WESLEY: The infection, Illyria, consumed her. Took over her body.
GUNN: Then it"s still Fred, right? This thing is just controlling-
WESLEY: She"s gone.
GUNN: You don"t know that.
HARMONY: Wait. I"m confused. It looks like Fred, but it"s not?
KNOX: She"s so much more than that now. Beyond flesh. Beyond perfection. I loved Fred. I really did.
She had a warmth that took you in and held you until everything cold and distant melted away. She was the most beautiful, perfect woman I ever met. That"s why I chose her. She"s the only one that was worthy.

GUNN: Wes, don"t. We need him. I know how you feel-
WESLEY: Do you know?
You didn"t feel her die.
She was shaking with pain and terrified and so brave. And she was better than anyone I"ve known, and better than...
and she"s gone.
ANGEL: I know.
Now let"s get her back.
GUNN: So that"s it? England was a bust?

ANGEL: Not entirely. We found out where the sarcophagus came from. There were thousands of them.
SPIKE: Minus one.
GUNN: What about this Drogyn character? He wouldn"t help?
ANGEL: Couldn"t. We were too late.
LORNE: I should"ve seen it. Knox. He sang for me and I should"ve seen this.

GUNN: It"s not your fault.
LORNE: If I had concentrated harder, read him better, maybe Fred-
ANGEL: Look, there"s a lot we might have done, all right? Starting with never coming to Wolfram & Hart in the first place. We can beat ourselves up over it later, but right now-

LORNE: I"m sorry, Angelcakes. I, um... I got nothing.
I"m sorry.
ANGEL: Lorne...
SPIKE: No, let him go. If he"s doubting himself, he won"t be any good to us.
GUNN: Lorne"s right. We should have seen this coming.
ANGEL: Ah, it wouldn"t have made a difference. Drogyn said the sarcophagus was preordained to be released. Nothing could have stopped it from arriving.

GUNN: That"s not completely true. I played a round of piñata with lab boy while you were gone. The sarcophagus was stuck in customs and it should have stayed there, but someone got it out.
GUNN: I"m working on it.
WESLEY: Oh, you"re working on it? Good for you, Charles. Not a moment to lose.
ANGEL: Wes... I know you"re hurting, but keep your footing. I need you sharp, all of you, for Fred"s sake.

WESLEY: There is no Fred anymore.
GUNN: You don"t know that.
WESLEY: I watched it gut her from the inside out. Everything she was is gone. There is nothing left but a shell.
ANGEL: Then we"ll figure out a way to fill it back up.
SPIKE: The thing only took over her body. Just a tip of the theological.
ANGEL: It"s the soul that matters.

SPIKE: Trust us. We"re kind of experts.
GUNN: What about her- If her organs have been liquefied?
SPIKE: Flash fried in a pillar of fire saving the world. I got better.
WESLEY: You really believe there"s a chance of bringing her back?
ANGEL: Fred"s soul is out there somewhere. We"ll find it, and we"ll put it back where it belongs.
Then we"ll make every son of a bitch who had a hand in this pay. We all on the same page?
GUNN: Where do we start?
ANGEL: We need the big guns.
WESLEY: Willow.
SPIKE: Won"t be the first time she rattled the dead. Last time I heard she was in South America.
ANGEL: Then we"ll track her down and get her here as soon as we can. In the meantime, we need to contain Illyria. Wes, you"re the only one who had contact. Any idea where she"s headed?

Come back here, you little-
Oh, my God. Fred?
KNOX: I knew you"d come for me. My life is yours. I-I worship you.

ILLYRIA: Yes, I know. Worship.
KNOX: I"ve been waiting so long for this. I"ve loved you from the moment I saw you.
I was 11. You were ancient. Pressed between the pages of the forbidden texts. I would stare at you for hours, locked in my room. My mom thought I was looking at porn.

ILLYRIA: You are the Qwa"ha Xahn.
KNOX: I am your priest. I am your servant. I am your guide in this world.
I"ve taken your sacraments and placed them close to my heart according to the ancient ways.
That"s why you were called to me. We"re bound together.
ILLYRIA: My last Qwa"ha Xahn was taller.

KNOX: I-I may be shrinking a bit in the glory of your presence.
ILLYRIA: This world... it"s not how I left it.

KNOX: I"m sorry. There"s nothing I can do about that.
ILLYRIA: But I can.
KNOX: Oh...OK.
ANGEL: Himalayas? I thought she was in South America.
SPIKE: We"ve got a branch in Tibet? How about a couple of sherpas?
ANGEL: All right, look-
What do you mean she"s not on this plane? You just said- Astral projection? Well, is there any way to get her astral over to L.A.? Giles, this is an emergency. No. No, I"m not going- Don"t put me on hold.

WESLEY: Never a witch around when you need one.
GUNN: It"ll work out. It has to.
WESLEY: I"ve been unreasonable... because I"ve lost all reason. But I shouldn"t be taking it out on you.
I know you"ve done everything you can. I"m sorry.
GUNN: So am I.
ANGEL: Yeah, I"m still at Wolfram & Hart . What does that have to do with anything? Yeah. I understand.
We"re on our own.
SPIKE: Good, "cause I was wondering.

ANGEL: Nothing"s changed, all right? We find Illyria and-
HARMONY: Smack her a good one for me.
So gonna leave a mark.
KNOX: Is that it?
Uh... yeah.
ILLYRIA: I"m ready to begin.
ANGEL: Or we could just hang out.

ILLYRIA: A warrior. I was beginning to wonder if this world was void of your kind.

SPIKE: Plenty of us to go "round, luv.
ILLYRIA: 2 half-breeds and a band of primitives. Is this all that challenges me now?

ANGEL: That, and a whole lot of bullets.
WESLEY: Enough to temporarily incapacitate even you.
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"ve 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.
GUNN: Take her!
HARMONY: Sorry, boss.
Maybe if I stopped her back in Gunn"s office-
ANGEL: Did she toss you out a window?
ANGEL: Then you"re one up on me.
Hey, what do you got?
SPIKE: Smoke and mirrors.
WESLEY: No trace of either of them.
GUNN: I put tactical on Code Black. If Illyria shows up again-
ANGEL: She won"t. She got what she came for.
SPIKE: And some spiffy new threads.
ANGEL: Any idea how she got past you?

GUNN: One second she was standing there, the next, poof.
ANGEL: She"s a teleporter?
WESLEY: I don"t think so. No characteristic displacement of the atmosphere around her.

SPIKE: I fancied I saw a blur just before she went Houdini.
GUNN: Yeah, like she was pulling a Barry Allen.
Jay Garrick? Wally- Like she was moving really fast.
WESLEY: Or we were moving very slow.

ANGEL: Great. She"s super strong and she can alter time.
HARMONY: Well, that"s not fair.
ANGEL: It makes it complicated, but doesn"t change what we need to do. Wes, take the lab apart. Check Knox"s files, the sarcophagus, anything that can help us get Fred back.

HARMONY: Come on. I got a degree in tearing things up.
SPIKE: Never a truer word.

GUNN: I got a few contacts I could try, see if anything shakes loose.

ANGEL: Great. Do it.
See if we can track her down, figure out where she"s headed now.
SPIKE: Any thoughts on how we"re supposed to track Fred or Illyria or whatever the hell that thing was?
ANGEL: We just do it, that"s all.
SPIKE: Back in the lab, she was standing right there in front of me, but there was no scent. Nothing. It"s like she wasn"t even there.

ANGEL: I know.
SPIKE: Look... I want Fred back as much as any of us... but seeing her there, like that... maybe she really is-

ANGEL: No. I lost Cordelia because some thing violated her. It crawled inside and used her up.
No way in hell am I letting that happen again.

HARMONY: Never trusted that little nerd. The rumpled hair, socks that didn"t match, the cute lopsided grin.
So totally playing it up.
I mean, who did he think he was fooling?
Besides all of us.
Um, shouldn"t you be wearing one of those moon suits?
WESLEY: I think this has done all the damage it"s going to.
HARMONY: Right. Mind if I put one on?

WESLEY: She was curious. That"s why Fred didn"t put it into containment immediately.
How things work. What makes them special. She was always searching for what other people couldn"t see. She was just curious. I think I hate her a little for that.

WESLEY: Hand me the pry bar.
HARMONY: The girl of your dreams loved you. That"s more than most people ever get.

WESLEY: I know. But it isn"t enough.
HARMONY: Wes! Stop it! Wes!
I appreciate the urge to smash, but that"s not helping.
WESLEY: No. But this might.
HARMONY: I thought that was supposed to be unbreakable or something.
WESLEY: Time. The markings refer to a series of concussively timed intervals. This gem is the focal point of the sarcophagus. It might be useful if it isn"t already drained.

HARMONY: Got me beat. All I found was a cell phone and a cheese sandwich.
WESLEY: Was it Knox"s?
HARMONY: It had his name written on the bag with a little smiley face in the "O," the big girl.

WESLEY: The cell phone, Harmony.
HARMONY: Oh, um, I think so. Got a Rick Springfield screen saver, which opens up a whole new set of questions.
WESLEY: Outgoing numbers have all been deleted. Same for incoming calls.
HARMONY: What about missed calls? Knox couldn"t have erased "em if he didn"t have his lady phone on him.
WESLEY: 3 in the last few hours. All from the same person.
DOCTOR: Always messy when you have to open "em up.
That"s why I prefer the less invasive procedures. Never got used to the sight of blood. Ugh. Still makes me nauseous.

GUNN: Then this is gonna be an uncomfortable conversation.
DOCTOR: I"m disappointed in you, Mr. Gunn. All the knowledge and deductive reasoning we"ve implanted in your brain.
And it"s taken you this long to sniff your way back to me?
GUNN: I"ve been a little preoccupied.
DOCTOR: Ah, yes. Miss Burkle.
How is she-?
GUNN: You wanna get real straight with me real fast.
DOCTOR: Of course. Customer"s always right.
GUNN: Everything you know, or there won"t be enough of you left to stitch back together, Frankenstein.
DOCTOR: The sarcophagus contains the essence of an old one, a race of ancient demons dead and buried for millions of years in a place called the Deeper Well.
GUNN: Not hearing anything I don"t already know.
DOCTOR: Why do you think I"m telling you?

GUNN: How do we bring Fred back? How?!
DOCTOR: You can"t.
GUNN: I don"t believe that. You know a way. You have to.
DOCTOR: Get the sarcophagus released from customs in exchange for making your cerebral alterations permanent. That was the bargain and the extent of my involvement.
GUNN: Then take it back. Everything you put in my head, the law, all the knowledge, take it back. Everything.
Take more, leave me a vegetable. I don"t care. Just bring her back.
Please... bring her back.
DOCTOR: There"s nothing left to bring back. Miss Burkle"s soul was consumed by the fires of resurrection. Everything she was is gone.
Forever. For better or worse, you made a deal, Mr. Gunn. I suggest you learn to live with it.

WESLEY: Is there something you"d like to tell me, Charles?
Knox was in contact with a doctor. But you already know that, don"t you?
GUNN: Yeah, one of my sources-
WESLEY: Don"t.
What he said... about Fred, about her soul, is it true?
What did you do, Charles?
GUNN: It was just a piece of paper. I was losing it. Everything they put in my head, everything that made me different. Special. And he could fix it. Make it permanent. So I signed a piece of paper. It was a custom"s release form. I didn"t think anyone would get hurt.

WESLEY: Nothing from Wolfram & Hart is ever free.
You knew that.
GUNN: I couldn"t go back... to being just the muscle. I-I didn"t think it would be one of us. I didn"t think it would be Fred.

WESLEY: I understand not wanting to go back,
not wanting to be who we were. I understand it. And I can forgive it.
But you knew what was happening to her. You knew who was responsible and you didn"t say anything. You let her die.
I"m less forgiving about that.
ANGEL: What the hell did you do?
WESLEY: What I had to.
ANGEL: I don"t remember seeing "Stab Gunn" on the agenda this morning.

WESLEY: I avoided the major organs. He"ll probably live.
ANGEL: Is that supposed to make it all right?
WESLEY: Nothing is all right! Nothing will ever be all right.
ANGEL: We"ll get her back, Wes.
WESLEY: No, we won"t. Fred"s soul...
Her soul was destroyed resurrecting Illyria.

ANGEL: Are you sure?
What about Gunn?
WESLEY: He let the sarcophagus into Wolfram & Hart . What he knew, when he knew it, it doesn"t change what happened! He let her die.
ANGEL: So did I.
At the well in England, there was a way to save Fred, but only if thousands of others died in her place. As much as I love Fred, I couldn"t let that happen. Look, I need you to bury it, Wes. Everything you"re feeling, everyone you wanna hurt. I need you to put it aside and focus on what has to be done.

WESLEY: Illyria.
ANGEL: We need to stop her before-

SPIKE: She unleashes hell on Earth?
ANGEL: What"d you get out of the doctor?
SPIKE: Screams. Various fluids. And a name: Vahla ha"nesh.
ANGEL: Vahla ha"nesh. What does that mean?
WESLEY: It"s her temple. This is where she was supposed to be resurrected.
ANGEL: That"s Illyria.
WESLEY: In its native form.
SPIKE: What are these smaller bits?
WESLEY: Her army of doom.
SPIKE: There"s a shock.
ANGEL: They were entombed with her.
WESLEY: Waiting for her return.
SPIKE: To Los Angeles?
WESLEY: This is where her temple was millions of years ago, and it"s still here.
ANGEL: Well, you think I would"ve remembered seeing something like this parked next to The Ralph"s.
WESLEY: It"s out of phase with our time stream. Only Illyria can open the gateway.

ANGEL: Any idea how we stop her?
ILLYRIA: Your breed is fragile. How is they came to control this world?
KNOX: Opposable thumbs? Um, fire? Television. What they lack in strength, they make up for in extraordinary sneakiness.

ILLYRIA: You are deceivers.
KNOX: Yes, all of them. They deserve to be punished.
ILLYRIA: They? You don"t consider yourself part of your race?
KNOX: Not anymore. I"m with the king.
Open the gateway. Raise your army. Wash humanity from the face of the Earth and reclaim what was lost to you so many millennia ago, when the world was ruled by-
ILLYRIA: Be silent.
KNOX: Right.
My bad.
ILLYRIA: The gateway is blocked.
KNOX: I was afraid of that.
Wolfram & Hart probably threw a lock on it. They"re big on things happening on their timetable.
ILLYRIA: The wolf, ram, and hart? In my time they were weak, barely above the vampire.

KNOX: Huh. I guess they beefed up. But not to worry.
I brought my skeleton key. Just in case.
HARMONY: There"s some stuff you need to sign.
GUNN: I don"t think Angel wants me to be signing anything right now.
HARMONY: Yeah. Um... that"s what these are about.
GUNN: Nobody else could stomach bringing these down?

HARMONY: Is it true? What they"re saying about you?
GUNN: I guess it is.
HARMONY: How could you do that? To your friends? To Fred?
GUNN: Because I was weak.
Because I wanted to be somebody that I wasn"t. Because I don"t know where I fit. Because I never did. Because a thousand other reasons that don"t mean a damn "cause she"s gone.
She"s gone... and she"s not coming back because of me.
I did this, and I"m sorry.
I"m sorry.
KNOX: Showtime.
SPIKE: Any seats left?
ANGEL: If not, we could just stand in the back.

KNOX: Guys, you should scan the headlines here. You can"t win this.

WESLEY: Then we all die trying.
ANGEL: You want the short version? Let"s start with you walking around looking like the woman you murdered.

ILLYRIA: You think your actions will restore her?
ILLYRIA: Yet you seek a confrontation you cannot win.
ANGEL: What you"re trying to do, raise your army, reclaim your world, innocent people would die. Like Fred. I can"t let that happen.

ILLYRIA: You are the protector of these creatures?
ILLYRIA: You"d fight for their lives?

ILLYRIA: Even this one?
KNOX: Is that an issue? Is my life in peril, boss? King?
ANGEL: You"re about as low as it gets, Knox, but you"re a part of humanity.
That isn"t always pretty, but it"s a hell of a lot better than what came before.
And if it comes down to a choice between you and him, then yes, I would fight for his life, just like any other human"s. Because that"s what people do.
That"s what makes us-
Were you even listening?
ILLYRIA: You"ve destroyed my Qwa"ha Xahn.

SPIKE: Yeah, OK, but you gotta admit, he had it coming.
ILLYRIA: It offends me that you think he matters.
ANGEL: You"re right. He"s not the problem. You are.
ILLYRIA: Unimpressive.
ANGEL: What"s the rush?
ANGEL: From your sarcophagus. It"s connected to you, I"m connected to it.
ILLYRIA: Sneaky.
You"re too late. My army will rise. This world will be mine once again.
It can"t be.
It"s gone.
My world is gone.
WESLEY: Now you know how I feel.
SPIKE: No army of doom scorching the earth. Huzzah for our side.
ANGEL: We need to close the gateway to Illyria"s temple. Permanently. I don"t want any more surprises.
SPIKE: What about the leather queen?
ANGEL: She still has enough juice to be a threat. We regroup and we take care of it. Wes?

WESLEY: It"s all we can do. I"ll be in the lab.

SPIKE: Long day.
That offer still good? Send me abroad, roving agent and all?
ANGEL: Yeah, it"s still good.
SPIKE: Great.
Maybe we should send Gunn... before Wes has another poke.
ANGEL: You"re not leaving?
SPIKE: This is what she would have wanted.
It"s what I want. I don"t really like you. Suppose I never will. But this is important, what"s happening here. Fred gave her life for it.
The least I can do is give what"s left of mine.

The fight"s comin", Angel. We both feel it... and it"s gonna be a hell of a lot bigger than Illyria. Things are gonna get ugly. That"s where I live.

ILLYRIA: You grieve still... for a single life.

WESLEY: Why are you here?
ILLYRIA: I... I"m uncertain.
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.
ILLYRIA: Yet there are fragments. When her brain collapsed, electrical spasms channeled into my function system... memories.

Please...Wesley, why can"t I stay?
ILLYRIA: I"ve nowhere to go. My kingdom is long dead.
Long dead. There"s so much I don"t understand. I"ve become overwhelmed. I"m unsure of my place.
WESLEY: Your place is with the rest of your people: Dead and turned to ash.

ILLYRIA: Perhaps... but I exist here. I must learn to walk in this world.
I"ll need your help... Wesley.

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 you what"s right.

ILLYRIA: But you will. If I abide, you will help me.

ILLYRIA: Because I look like her?
ILLYRIA: We cling to what is gone. Is there anything in this life but grief?

WESLEY: There"s love. There"s hope...for some. There"s 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: Is that enough?
Is that enough to live on?

Песня: 'A Place Called Home' Kim Richey

Well, it"s not hard to see
Anyone who looks at me
Knows I am just a rolling stone
Never landing anyplace to call my own

To call my own

Well, it seems like so long ago
But it really ain"t you know
I started out a crazy kid

Miracle I made it through the things I did
The things I did

Someday I"ll go where there ain"t no rain or snow
'Til then, I travel alone
And I make my bed with the stars above my head
And I dream of a place called home

Someday I"ll go where there ain"t no rain or snow
'Til then, I travel alone
And I make my bed with the stars above my head
And I dream of a place called home

Someday I"ll go where there ain"t no rain or snow
'Til then, I travel alone
And I make my bed with the stars above my head
And I dream of a place called home

The end
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