Shells

The Qliphoth/Qlippoth/Qlifot or Kelipot 

(Hebrew: קְלִיפּוֹת‎, the different English spellings are used in the alternative Kabbalistic traditions of Hermetic Qabalah and Jewish Kabbalah respectively), literally “Peels”, “Shells” or “Husks” (from singular: קְלִפָּה‎ qlippah “Husk”), are the representation of Evil or Impure spiritual forces in Jewish mysticism, the polar opposites of the holy Sefirot.

The Realm of Evil is also termed 

Sitra Achra/Aḥra (Aramaic סטרא אחרא‎, 

The “Other Side” opposite holiness) 

in Kabbalah texts.

INT. FRED'S OFFICE - DAY 

Wesley is packing Fred's personal 
effects in a box with bubble-wrap. 
He takes a commemorative plate off 

the wall where it hung next to 

the Dixie Chicks poster. 

ILLYRIA 
(standing in the doorway) 
You grieve still... 

for a single Life.

WESLEY 
(without turning to look 

at her, shuts his eyes tight  and 

speaks through gritted teeth) 

Why are you here?

ILLYRIA 
I... I'm uncertain.  
(looks around) 
This place... was 

part of The Shell.

WESLEY 
(snaps) 
Don't call her —  
(breathes deeply) 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 
(packing her things, tearfully) 

I know.

ILLYRIA 
Yet there are fragments. 
When her brain collapsed, 

electrical spasms channeled 

into my function system...

memories.  

(holds up her fingers, making a gap between 

her thumb and index finger where 

an electrical spark forms) 

(as Fred) 
Please...Wesley, 

why can't I stay?

WESLEY 
(turns away, nearly sick, crying) 
No.  
(looks out the window) 
Leave.

ILLYRIA 
I've nowhere to go. 
My Kingdom is long dead.  
(softly) 
Long dead. There's so 

much I don't understand. 
I've become overwhelmed. 
I'm unsure of my place.

WESLEY 
(turns to her, angrily) 
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.  
(slowly approaches Wes) 
I'll need your help... Wesley.

WESLEY 
(frowning, choking back tears) 
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 
(shakes his head, then looks at her) 
He murdered the 

woman I love.

ILLYRIA 

And that made it just.

WESLEY 
No. It wasn't just.  
(sighs, puts his hands on his hips) 

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.

WESLEY 
(softly) 
Yes.

ILLYRIA 
Because I look 

like her?

WESLEY 
(looks at her with tears 

in his eyes, whispers) 
Yes.

ILLYRIA 
(stands beside Wes, looks out 

The Window to the lab below 

where her sarcophagus lies) 
We cling to What is Gone. 

Is there anything in 

This Life but Grief?

WESLEY 
(looks out at the lab) 
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?  
(looks at Wes) 
Is that enough 

to Live on?

I Wouldn't Presume to Know What She Wants.

INT. ANGEL'S OFFICE - NIGHT 

A downtrodden Wesley sits in Angel's office, explaining the situation. 

WESLEY (deadpan) :

I didn't send her. 

We were discussing Gunn. 

I explained his situation, 

our inability to get him out. 

She nodded, created a portal, 

and disappeared. 

ANGEL (irritated) 

So she's just, what, helping you out? 

She's your little helper. 

WESLEY 

I would hardly call her— 

ANGEL 

Well, she sure was helpful beatin' me up. 

Wes, do you have any idea 

why she's doing all this for you? 

WESLEY 

Does it matter? She may be able 

to get him out. 

ANGEL 

Or she might get him killed. 

It doesn't track, Wes. 

Why would she take on 

any risk for us? 

WESLEY 

I doubt this poses a risk to her. 

She has The Power of a God. 

ANGEL 

She has The Ego of a God. 

WESLEY 

She was Ruler of The World, after all. 

This sort of thing goes to one's head. 

ANGEL 

Apparently. 

WESLEY 

I am making progress. 

There is distance, of course. 

She would never accept 

any of us as peers. But... 

I afford Her some amusement 

at the very least. 

It may be why She's 

still here. 

ANGEL 

She's still here because this place reeks of 

Influence. She had everything, Wes.

 Everything. You think she's not lookin' 

to get that back? 

WESLEY 

I wouldn't presume to know What She Wants. 

But I understand the resource, 

The Power she represents. 

If we could just find some way 

to integrate her, to 

convince her to — 

ANGEL 

To do what? Join The Team? 

A portal appears in Angel's office, 

and Illyria brings Gunn through it, 

pushing him to the floor 

at her feet. 

ANGEL 

Gunn. 

WESLEY 

(stands to face them, backs up 

to stand closer to Angel) 

Illyria. 

ILLYRIA 

(grabs Gunn by The Throat and 

lifts him into the air; Gunn gags) 

This Thing... 

ANGEL 

(approaches Illyria confrontationally) 

Let him go. 

ILLYRIA 

It's important to you. 

WESLEY 

(softly) 

Illyria, stop. 

ILLYRIA 

It holds value — Worth 

beyond price. 

ANGEL (angrily) :

I said, let him— 

WESLEY 

(touches Angel's arm, steps forward)

Yes, great worth. A great debt. 

You're talking of 

The Debt, aren't you... 

of What We Owe You? 

ILLYRIA 

(Gunn grunts as she drops him 

and he falls to the ground) 

Of What You Owe Me. 

(walks out of the office) 

ANGEL 

(watches Illyria leave, 

then smirks to Wesley) 

Go Team. 

This Duke

The most epic moment in the movie Dune "look into that place you dare no...

He's more concerned over his men than The Spice.

I must admit, against all better Judgement - I like This Duke.

SCENE II. The sea-coast.

Enter VIOLA, a Captain, and Sailors

VIOLA

What country, friends, is this?

Captain

This is Illyria, lady.

VIOLA

And what should I do in Illyria?

My brother he is in Elysium.

Perchance he is not drown'd: what think you, sailors?

Captain

It is perchance that you yourself were saved.

VIOLA

O my poor brother! and so perchance may he be.

Captain

True, madam: and, to comfort you with chance,

Assure yourself, after our ship did split,

When you and those poor number saved with you

Hung on our driving boat, I saw your brother,

Most provident in peril, bind himself,

Courage and hope both teaching him the practise,

To a strong mast that lived upon the sea;

Where, like Arion on the dolphin's back,

I saw him hold acquaintance with the waves

So long as I could see.

VIOLA

For saying so, there's gold:

Mine own escape unfoldeth to my hope,

Whereto thy speech serves for authority,

The like of him. Know'st thou this country?

Captain

Ay, madam, well; for I was bred and born

Not three hours' travel from this very place.

VIOLA

Who governs here?

Captain

A noble duke, in nature as in name.

VIOLA

What is the name?

Captain

Orsino.

VIOLA

Orsino! I have heard my father name him:

He was a bachelor then.

Captain

And so is now, or was so very late;

For but a month ago I went from hence,

And then 'twas fresh in murmur,--as, you know,

What great ones do the less will prattle of,--

That he did seek the love of fair Olivia.

VIOLA

What's she?

[ It's 'Viola', said backwards. ]

Captain

A virtuous maid, the daughter of a count

That died some twelvemonth since, then leaving her

In the protection of his son, her brother,

Who shortly also died: for whose dear love,

They say, she hath abjured the company

And sight of men.

VIOLA

O that I served that lady

And might not be delivered to the world,

Till I had made mine own occasion mellow,

What my estate is!

Captain

That were hard to compass;

Because she will admit no kind of suit,

No, not the duke's.

VIOLA

There is a fair behavior in thee, captain;

And though that nature with a beauteous wall

Doth oft close in pollution, yet of thee

I will believe thou hast a mind that suits

With this thy fair and outward character.

I prithee, and I'll pay thee bounteously,

Conceal me what I am, and be my aid

For such disguise as haply shall become

The form of my intent. I'll serve this duke:

Thou shall present me as an eunuch to him:

It may be worth thy pains; for I can sing

And speak to him in many sorts of music

That will allow me very worth his service.

What else may hap to time I will commit;

Only shape thou thy silence to my wit.

Captain

Be you his eunuch, and your mute I'll be:

When my tongue blabs, then let mine eyes not see.

VIOLA

I thank thee: lead me on.

Exeunt

Qwa'ha Xahn

11 INT. GUNN'S OFFICE - NIGHT 

An arm breaks through the glass wall behind Knox and pulls him out into the lobby. 

HARMONY (yelling) 

Hey!  

(runs out to the lobby after him) 

Come back here, you little—  

(looks at Illyria) 

Oh, my God. Fred? 

Illyria cocks her head to the side, then backhands Harmony so hard that she goes flying through the air, landing on the balcony upstairs. 

KNOX 

(chuckles, follows Illyria as she walks through the lobby) 

I knew you'd come for me. 

My Life is Yours. 

I—I worship you.

ILLYRIA 

(looking around the lobby) 

Yes, I know. Worship. 

Fade to black.

ACT II:

12 INT. SCIENCE LAB - NIGHT 

While Illyria stands over her sarcophagus, Knox stands nearby, staring at her in awe. 

KNOX 

I've been waiting so long for this. 

I've loved you from 

the moment I saw you.  

(wiping blood off of his face with a handkerchief) 

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 

(starts unbuttoning his shirt) 

I am Your Priest. 

I am Your Servant. 

I am Your Guide in This World.  

(pulls up his undershirt so Illyria can see his chest) 

I've taken your sacraments and placed them close to my heart according to the ancient ways.  

(Illyria fingers his chest where his skin was cut open, foreign objects were placed under his skin, and he was stitched closed again) 

That's why you were called to me. 

We're bound together.

ILLYRIA 

My last Qwa'ha Xahn was Taller.  

(stands, walks away, back toward her sarcophagus)

KNOX (deflated) 

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.  

(turns to face Knox, rips her shirt off)

KNOX 

(gawking at Illyria's naked chest) 

Oh...OK. 

Cut to:

13 INT. ANGEL'S OFFICE - NIGHT 

Angel's pacing, talking on the cordless phone. 

ANGEL (to phone) 

Himalayas? I thought she was in South America.

SPIKE (to himself) 

We've got a branch in Tibet? 

How about a couple of sherpas?

ANGEL (to phone) 

All right, look—  (sighs) 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 (softly, to Gunn) 

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.  

(Gunn looks down) 

I know you've done everything you can.  

(Gunn looks away) 

I'm sorry.

GUNN 

(quivering as tears well up in his eyes) 

So am I.

ANGEL (to phone) 

Yeah, I'm still at Wolfram & Hart . 

What does that have to do with anything? 

Yeah. I understand.  

(throws phone against the wall; it shatters) 

We're on our own.

SPIKE 

Good, 'cause I was wondering.

ANGEL 

Nothing's changed, all right? 

We find Illyria and—

HARMONY (walks into the office) 

Smack her a good one for me.  

(points to her bruised cheek, annoyed) 

So gonna leave a mark. Cut to:

14 INT. SCIENCE LAB - NIGHT 

A topless Illyria stands beside her sarcophagus facing Knox. 

A wind is howling in the room, and Knox looks around trying to find its source. 

When the wind stops howling, he looks at her and shrugs. 

KNOX 

Is that it? 

Illyria slaps her palm on one of the crystals that decorates her sarcophagus. 

A thick, rubbery substance begins covering her body, starting from the hand where she's touching the sarcophagus and creeping across the rest of her body. 

Eventually, she's completely covered in something approximating a body suit. 

KNOX 

(mesmerized by this process) 

Yeah.  

(nods) 

Uh... yeah.

ILLYRIA 

I'm ready to begin.

ANGEL 

(walks into the lab, followed by Spike, Wesley, Gunn, and some guards armed with machine guns) 

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.  

(the guards cock their machine guns and point them at Illyria)

WESLEY 

Enough to temporarily incapacitate even you.

ANGEL 

(walks toward her) 

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.  

(Illyria cocks her head) 

Stand down and I promise we won't destroy you taking it back. 

Your choice.

ILLYRIA 

I decline. 

Illyria grabs Angel and throws him through the window; he falls to the ground outside. 

GUNN 

Take her! 

With a wave of her hand, Illyria creates a wave of some sort that, when it reaches the others, slows their movements down to super-slow-motion. 

As Wes, Gunn, and Spike try to approach her, they are virtually frozen in their anger. 

Illyria, able to move in real-time, grabs Knox by the lapels and walks out of the lab past the others without their notice, accidentally knocking beakers and vials to the ground, shattering them on her way out. 

Cut to:

15 EXT. WOLFRAM & HART BUILDING - NIGHT 

Illyria walks out of the building, followed by Knox as Angel drops to the ground in slow motion above them. 

When Illyria's trick wears off, Angel falls to the ground at a normal rate, landing on his belly amid shards of broken glass. 

He groans, pushes himself to his feet, and stumbles back to the building.

Cut to:

16 INT. LOBBY OF WOLFRAM & HART - NIGHT 

The bell dings, and a bloodied Angel gets off the elevator, accompanied by Harmony. 

HARMONY 

Sorry, boss.  

(shrugs) 

Maybe if I stopped her back in Gunn's office—

ANGEL 

(pained, holding his arms crossed in front of his chest) 

Did she toss you out a window?

HARMONY 

No.

ANGEL 

Then you're one up on me.  

(sees Wesley and Spike walking down the steps) 

Hey, what do you got?

SPIKE 

Smoke and Mirrors.

WESLEY 

No trace of either of them.

GUNN 

(walks from his office to join the others) 

I put tactical on Code Black. If Illyria shows up again—

ANGEL 

She won't. She got what she came for.

HARMONY 

Knox?

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.  

(Angel looks at him, not recognizing the name; Gunn looks around at the others) 

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.  

(sighs)

HARMONY 

(throws up her hands) 

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 (to Wes) 

Come on. I got a degree in tearing things up.  

(goes upstairs with Wes)

SPIKE 

(walking off with Angel and Gunn) 

Never a truer word.

GUNN 

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

(walks away from Angel and Spike)

ANGEL 

(to Gunn) Great. Do it.  

(to Spike) 

See if we can track her down, figure out where she's headed now. 

Cut to:

17 INT. ANGEL'S OFFICE - NIGHT 

Angel walks through the double-doors into his office, followed by Spike. 

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.  

(grabs a weapon off his wall)

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 

(hangs his head) 

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.  

(pulls the dagger out of its scabbard) 

No way in hell am I letting that happen again. 

Cut to:

18 INT. SCIENCE LAB - NIGHT 

Harmony pushes glass lab equipment to the ground; it shatters at her feet while she rifles through files stacked on a filing cabinet. 

HARMONY 

Never trusted that little nerd. 

The rumpled hair, socks that didn't match, the cute lopsided grin.  

(Wesley is just standing there, calmly staring at the sarcophagus amidst the chaos and ramblings of Harmony) 

So totally playing it up.  

(uses a crowbar to open the filing cabinet) 

I mean, who did he think he was fooling?  

(kneels to look inside the cabinet) 

Besides all of us.  

(Wes reaches out to touch the sarcophagus) 

Um, shouldn't you be wearing one of those moon suits?

WESLEY 

I think this has done all the damage it's going to.  

(walks around the sarcophagus slowly)

HARMONY 

Right. Mind if I put one on?

WESLEY 

(still walking around the sarcophagus slowly) 

She was curious. 

That's why Fred didn't put it into containment immediately.  

(stops walking, stands at the head near the iris where Fred stood when she was infected) 

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.

HARMONY 

(softly) 

Wes...

WESLEY 

(authoritatively) 

Hand me the pry bar.

HARMONY 

(grabs the pry bar and walks toward Wes) 

The girl of your dreams loved you. 

That's more than most people ever get.  

(hands the pry bar to Wes)

WESLEY (softly) 

I know. But it isn't enough.  

(uses the pry bar to whack the sarcophagus repeatedly with all his might)

HARMONY 

Wes! Stop it! Wes!  

(Wes stops) 

I appreciate the urge to smash, but that's not helping.

WESLEY 

(puts down the pry bar) 

No.  

(picks up one of the crystals he dislodged from the sarcophagus) 

But this might.

HARMONY I thought that was supposed to be unbreakable or something.

WESLEY 

(staring at the crystal) 

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.  

(puts it in his pocket)

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.  

(rolls her eyes)

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.  

(Wes holds out his hand, Harmony puts the cell phone in it)

WESLEY 

(presses buttons on the cell phone) 

Outgoing numbers have all been deleted. 

Same for incoming calls.

HARMONY 

(sighs, gasps) 

What about missed calls? 

Knox couldn't have erased 'em 

if he didn't have his LadyPhone on him.

WESLEY 

(presses more buttons) 

3 in the last few hours. 

All from the same person. 

Cut to:

19 INT. DOCTOR'S OFFICE - NIGHT 

The creepy doctor who boosted Gunn's knowledge is washing blood off of his surgical instruments. 

DOCTOR 

Always messy when you have to open 'em up.  

(sighs) 

That's why I prefer the less invasive procedures. 

Never got used to the sight of blood. Ugh. 

Still makes me nauseous.

GUNN 

(appears in the doorway behind the doctor) 

Then this is gonna be an uncomfortable conversation.

DOCTOR 

(wipes his hands on a towel) I'm disappointed in you, Mr. Gunn. All the knowledge and deductive reasoning we've implanted in your brain.  (laughs) And it's taken you this long to sniff your way back to me?

GUNN I've been a little preoccupied.

DOCTOR (smiles) Ah, yes. Miss Burkle.  (turns to face Gunn) How is she—?

GUNN (cuts the doctor off, grabbing him and pushing him violently into the patient's chair) You wanna get real straight with me real fast.

DOCTOR (smiles nervously) Of course. Customer's always right.

GUNN Everything you know, or there won't be enough of you left to stitch back together, Frankenstein.  (stands back, letting go of the doctor)

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 (stands) Why do you think I'm telling you?

GUNN (punches the doctor in the stomach) 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.  (crying) Take more, leave me a vegetable. I don't care. Just bring her back.  (softly) Please... bring her back.

DOCTOR (shaking his head) There's nothing left to bring back. Miss Burkle's soul was consumed by the fires of resurrection. Everything she was is gone.  (Gunn lets him go) Forever. For better or worse, you made a deal, Mr. Gunn. I suggest you learn to live with it. The doctor starts to walk away, when he's cold-cocked with the butt of a shotgun. Wesley knocked the doctor to the ground and stands pointing the shotgun at Gunn. WESLEY (glaring) Is there something you'd like to tell me, Charles? Gunn turns in horror to see Wesley has overheard the doctor's conversation with him. Fade to black.

ACT III:

20 INT. DOCTOR'S OFFICE - NIGHT Resume. Wes is holding Gunn at gunpoint after overhearing some of Gunn's conversation with the doctor. WESLEY Knox was in contact with a doctor. But you already know that, don't you?

GUNN (nods, turns to face Wes) Yeah, one of my sources—

WESLEY Don't.  (Gunn sighs, caught) What he said... about Fred, about her soul, is it true?  (Gunn looks down) What did you do, Charles?

GUNN (softly, confessing) 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.  (Gunn looks away, crying) You knew that.

GUNN (looks Wes in the eyes) 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 (walks slowly toward Gunn) I understand not wanting to go back,  (stops pointing the gun at Gunn) not wanting to be who we were. I understand it. And I can forgive it.  (puts the gun down on a table covered with medical instruments) But you knew what was happening to her. You knew who was responsible and you didn't say anything. You let her die.  (picks up a scalpel from the table and thrusts it into Gunn's gut) I'm less forgiving about that. Gunn coughs and looks up at Wes, who's looking him straight in the eyes. Cut to:

21 INT. WESLEY'S OFFICE - NIGHT Holding Wesley by the shirt, Angel throws Wes's back against the wall. ANGEL (yelling) 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 (pushes Wes into the wall again, making him wince) 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...  (breaking down into tears) Her soul was destroyed resurrecting Illyria.

ANGEL (lets go of Wes's shirt) Are you sure?  (Wes nods, walks away) 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.  (Wes looks up at Angel) 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 (appears at the doorway, wiping his bloody hands on a towel) 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? Later, Wesley puts a book on the table, opened to a page with a drawing of a temple with a statue inside. The statue is enormous, as tall as the temple's ceiling. It has four arms, and its body is composed of snake-like creatures coiled around a torso, having dozens of snake-tails where feet should be. The statue is holding two bladed weapons. In the background, thousands of dots fill the temple floor. WESLEY It's her temple. This is where she was supposed to be resurrected.

ANGEL That's Illyria.

WESLEY In its native form.

SPIKE (pointing to thousands of dots in the background behind the statue) What are these smaller bits?

WESLEY (reading) 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? 

Cut to:

22 INT. BANK - NIGHT 

Illyria walks over the bloody body of a security guard followed by Knox. 

ILLYRIA 

Your breed is fragile. 

How is it 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?  

(stops walking)

KNOX 

Not anymore. 

I'm with The King.  

(rubbing his hands excitedly) 

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 (nods) Right.  (bows)  Sorry.  (backs up) My bad. Illyria holds her hands up in front of her face, wiggles her fingers, causing a gust of wind to blow past her, but no portal is opened. ILLYRIA (cocks her head, sighs) The gateway is blocked.

KNOX I was afraid of that.  

(walks forward) 

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.  (holding his satchel) I brought my skeleton key. Just in case. Cut to:

23 INT. HOSPITAL ROOM - NIGHT Gunn is lying in a hospital bed in Wolfram & Hart when Harmony walks in carrying some papers. HARMONY There's some stuff you need to sign.  (walks toward Gunn)

GUNN I don't think Angel wants me to be signing anything right now.

HARMONY Yeah. Um... that's what these are about.

GUNN (strains to sit up, takes the folder from her) Nobody else could stomach bringing these down?  (signs the papers, hands them back to Harmony)

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.  (scoffs) Because I wanted to be somebody that I wasn't.  (shakes his head) 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.  (crying) She's gone... and she's not coming back because of me.  

(nods) 

I did this, and I'm sorry.  

(sobs) 

I'm sorry. 

Harmony pats Gunn on the shoulder as he doubles over, sobbing. Cut to:

24 INT. BANK - NIGHT 

Illyria stands back as Knox performs a spell using a pile of small bones on the floor in front of him. He watches as the bones disappear. 

KNOX 

(stands) 

Showtime.

SPIKE (O.S.) 

Any seats left? 

Knox and Illyria turn quickly to see that Angel, 

Spike, and Wesley are standing behind them. 

ANGEL 

If not, we could just stand in the back. 

Illyria sneers at them as they approach. 

KNOX 

Guys, you should scan the headlines here. 

You can't win this.

WESLEY 

Then we all die trying.

ILLYRIA (cocks her head) Why?

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?

ANGEL 

No.

ILLYRIA 

Yet you seek a confrontation you cannot win.

ANGEL 

(saunters toward her) 

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?

ANGEL 

Yes.

ILLYRIA 

You'd fight for their lives?

ANGEL 

Yes.

ILLYRIA 

(looks at Knox) 

Even this one?

KNOX 

(nervously) 

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— 

A gunshot echoes in the room. Knox looks down at his chest to see he's bleeding from a gunshot wound to the heart. 

He collapses. Wes is holding the smoking gun. 

ANGEL 

(turns to Wes, shakes his head) 

Were you even listening? 

Fade to black.

ACT IV:

25 INT. BANK - NIGHT Resume. 

Wesley has just cut off Angel's sanctimonious speech about the value of humanity by shooting Knox in the chest. 

Illyria looks at Knox's body on the floor at her feet. 

ILLYRIA (angrily) 

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. 

Angel swings his sword at Illyria, but she ducks. They begin to fight, and the others join in. Illyria throws Angel across the room. She punches Spike in the chest, knocking him into the opposite wall. When Wesley shoots at her, she kicks Knox's body at him, knocking him down. Angel gets to his feet and starts swinging his sword at her, but she outmaneuvers him, ducking his blows and kicking him across the floor again. Spike comes at her next, swinging his sword, but Illyria avoids his swings as well. Angel gets to his feet and comes at Illyria, who is now fighting them both off. When they swing at her, she grabs both blades simultaneously with her bare hands, and she swings the vampires off the end of the swords, flinging them against opposite walls. 

ILLYRIA 

(throwing the swords to the ground) 

Unimpressive. 

As Wesley gets to his feet, Illyria waves her hand, creating another slow-motion time wave before he can fire at her again. 

Spike tries to get to his feet, and Angel reaches into his pocket. Illyria turns to continue with the portal opening, but stops when she sees Angel standing in front of her in the flash of an eye. 

ANGEL 

What's the rush?  

(punches Illyria hard in the face, sending her across the room)

ILLYRIA 

How?

ANGEL 

(reveals he was holding the crystal in his fist) 

From your sarcophagus. 

It's connected to you, 

I'm connected to it.  

(tosses it in his hand)

ILLYRIA 

(smirking) 

Sneaky. 

Illyria swings her leg at Angel's ankles, 

knocking him to the ground. 

Spike swings at her as she gets to her feet, 

but she punches him hard in the gut. 

Wesley sees that she's about to make a run for it, 

and shoots at her, but her hands are out in front of her, 

and she's opening the portal. 

As Illyria makes a dash for The Portal, Wesley dives into it after her, managing to get through just as it closes. 

Angel and Spike get to their feet too late. 

Cut to:

26 INT. ILLYRIA'S TEMPLE 

Wesley lands on the floor of the temple on his belly, 

and his gun slips out of his grip. 

Pained, he gets to his feet as Illyria walks down the steps commandingly, heading for the nave of the temple. 

ILLYRIA 

You're too late. My army will rise. 

This world will be mine once again.  

(arrives at the nave of the temple, only to see her statue has been toppled and her army is dead) 

No. 

Illyria looks around the temple. 

The columns are broken. The place is silent as a grave. 

Her temple is in complete ruin. 

ILLYRIA 

It can't be.  

(panting, crushed) 

It's gone.  

(falls to her knees, runs her hands through the sand) 

My World is gone.

WESLEY 

(walks up behind her; cocks his handgun as he points it at her head) 

Now you know how I feel. 

Illyria looks up at Wesley, wide-eyed. 

A low sound reverberates nearby, and Wesley turns to see a portal has opened up behind him. 

He looks back at where Illyria was kneeling and sees she's gone. He looks at her toppled statue and walks out of the portal. 

Cut to:

27 INT. ANGEL'S OFFICE - DAY 

Angel and Spike are sitting, talking, while Wesley stares into nothingness. 

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.  

(walks out)

SPIKE 

(sighs) 

Long day.  

(sniffs) 

That offer still good? 

Send me abroad, roving agent and all?

ANGEL 

Yeah, it's still good.

SPIKE 

Great.  (sighs) 

Maybe we should send Gunn... 

before Wes has another poke.

ANGEL 

(sits up, surprised) 

You're not leaving?

SPIKE 

This is What She Would Have Wanted.  

(looks at Angel) 

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.  

(looks out the window) 

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. 

Cut to:

28 INT. FRED'S OFFICE - DAY 

Wesley is packing Fred's personal effects in a box with bubble-wrap. 

He takes a commemorative plate off the wall where it hung next to the Dixie Chicks poster. 

ILLYRIA 

(standing in the doorway) 

You grieve still... for a single life.

WESLEY 

(without turning to look at her, shuts his eyes tight and speaks through gritted teeth) 

Why are you here?

ILLYRIA 

I... I'm uncertain.  

(looks around) 

This place... was part of The Shell.

WESLEY 

(snaps) 

Don't call her—  

(breathes deeply) 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 

(packing her things, tearfully) 

I know.

ILLYRIA 

Yet there are fragments. 

When her brain collapsed, electrical spasms channeled into my function system... memories.  

(holds up her fingers, making a gap between her thumb and index finger where an electrical spark forms) 

(as Fred) 

Please...Wesley, why can't I stay?

WESLEY 

(turns away, nearly sick, crying) 

No.  

(looks out the window) 

Leave.

ILLYRIA 

I've nowhere to go. 

My Kingdom is long dead.  

(softly) 

Long dead. There's so much I don't understand. 

I've become overwhelmed. 

I'm unsure of my place.

WESLEY 

(turns to her, angrily) 

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.  

(slowly approaches Wes) 

I'll need your help... Wesley.

WESLEY 

(frowning, choking back tears) 

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 

(shakes his head, then looks at her) 

He murdered the woman I love.

ILLYRIA And that made it just.

WESLEY 

No. It wasn't just.  

(sighs, puts his hands on his hips) 

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.

WESLEY 

(softly) 

Yes.

ILLYRIA 

Because I look like her?

WESLEY 

(looks at her with tears in his eyes, whispers) 

Yes.

ILLYRIA 

(stands beside Wes, looks out the window to the lab below where her sarcophagus lies) 

We cling to What is Gone. 

Is there anything in This Life but Grief?

WESLEY 

(looks out at the lab) 

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?  

(looks at Wes) 

Is that enough to live on?