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Season 3, Episode 6
Airdate October 29, 2001
Production Number 3ADH06
Written by Tim Minear &
Jeffrey Bell
Directed by David Grossman
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AngelSeason Three

Billy is the sixth episode of the third season of Angel, and the fiftieth episode overall. The man that Angel broke out of the hell dimension earlier this season is back and is indirectly causing the deaths of several women. Cordelia decides that she needs to settle this score once and for all.

Starring: David Boreanaz (Angel), Charisma Carpenter (Cordelia Chase), Alexis Denisof (Wesley Wyndam-Pryce), J. August Richards (Charles Gunn), Amy Acker (Winifred "Fred" Burkle)

Guest Starring: Stephanie Romanov (Lilah Morgan), Daniel Dae Kim (Gavin Park), Justin Shilton (Billy Blim)

Co-Starring: Richard Livingston (Congressman), Jennifer Brooke (Clerk), Cheri Rae Russell (Female Officer), Gwen McGee (Detective), Kristoffer Polaha (Dylan), Rey Gallegos (Sanchez), Charlie Parker (Guy), Joy Lang (Amber), Timothy McNeil (Cab Driver)


Plot Overview

Billy, who Angel released from his hell dimension prison, is now on the loose, inciting misogynistic violence with just the touch of his hand. Feeling responsible, Angel sets out to stop him, but Cordelia tries to get to him first. Meanwhile, Fred is in danger when she’s left at the Hyperion with Wesley who has becoming unknowingly infected.


Monster of the Week

  • Billy Blim: Billy has an ability that allows him to activate a primal misogyny in men that he comes in contact with. Additionally, he can temporarily supercharge his strength and power by absorbing energy from the ground into his hands. Although it is clear that he has some kind of demonic origin, what that exact lineage is was not expressed in this episode.

Body Count

# Whom By Whom How Where
1 Billy Blim Lilah Shot Airstrip


Music is listed in order of appearance in the episode:

  • Gorillaz - "Clint Eastwood"
  • Elwood - "Slow"

Arc Advancement



  • Lilah: Even if it was just for her own satisfaction, Lilah temporarily aligns herself with Angel Investigations when she kills Billy.
  • Wesley and Fred: Wesley's crush on Fred is revealed in this episode, but it's unlikely that it will go anywhere anytime soon considering that he chased her with an axe for the majority of the episode.


  • 3x02 - That Vision Thing: Angel broke Billy out of a box of fire when Wolfram & Hart bargained with him to save Cordelia's life in trade. It was foreshadowed in that episode that he would return and cause trouble.


The Show

  • Musical Cue: The piano music that plays while Wesley is hunting Fred in the Hyperion will be used again prominently throughout the fourth season. It appears for the first time in this episode.

Behind the Scenes

  • Ratings: On its first airing, this episode scored a 4.1/6 in the overnight Nielsen ratings. It was ranked 8th out of the 18 WB shows which aired that week.
  • Rewrites: Two scenes of this episode were written by series creator Joss Whedon: the scene where Angel visits Lilah and the later scene where Cordelia visits her.

Allusions and References

  • Terminator: In the first Terminator movie by James Cameron, Arnold Schwarzenegger plays a cyborg sent back from the future to kill the mother of a man who would become a revolutionary leader against the robots. In once scene in the movie, the Terminator shoots up a police station and kills many of the officers inside.
Cordelia: Wait, Angel, you can't barge into a police precinct and go all Terminator.
  • The Shining: Many of the scenes in which Wesley chased Fred throughout the hotel with an axe were clearly inspired by Jack Nicholson in The Shining. In the movie, a writer and his family look after an empty hotel for the winter, but the solitude drives Jack insane and causes him to go after his family. In one of the most well known scenes, the character hacks his way through a door, sticks his head in the hole and says, "Heeeeeeeere's Johnny!"

Memorable Moments

  • Wesley stalking Fred throughout the hotel after being infected by Billy's blood, culminating in Fred building a trap to stop him with a swinging fire extinguisher and a hole in the floorboards.


  • When Wesley copies Billy's handprint, it is made at an angle, as is Wesley's application of the brown bag. However, in the last shot, a close-up, both the handprint and the bag are pretty much now perfectly horizontal.
  • The hole Wesley punches through in the door is different on the inside than it is on the outside - not just in terms of shape, but also that it goes from the left side to the right.


  • (as they play a video game)
Gunn: Dead! So dead! So very, very dead. Just how dead are you, huh?
Angel: I'm tired of being the dead one.
  • Cordelia: You're sure this is him? This is the guy?
Angel: You pull someone from a hell dimension, you tend to remember their face.
  • Lilah: Cordelia Chase, right? Come to gloat?
Cordedia: I can do that anywhere. Are you gonna invite me in? Oh, wait. I'm not a vampire.
  • Cordedia: Angel feels responsible for this guy 'cause he brought him back from Hell. I feel responsible 'cause he did it to save me. You, who are actually responsible for the entire thing, feel nothing at all, because you are a vicious bitch.
Lilah: So? You know me.
Cordelia: Please, I was you. With better shoes.
Lilah: These are Boracci.
Cordelia: Fall collection?
Lilah: Next spring.
Cordelia: He's widened the heel.
Lilah: And rounded the toe.
Cordelia: That won't work with pink.
Lilah: The pink is out this spring.
  • Cordelia: You know that guy that you hired to hack into my visions? What he did to me, you know what it felt like? I was cut, torn up. My face disfigured and burning with pain every second not knowing if it was going to end or just get worse till I died.
Lilah: So you think I owe you--
Cordelia: It's not the pain. It's the helplessness. The certainty that there is nothing you can do to stop it, that your life can be thrown away in an instant by someone else. He doesn't care. He'll beat you down till you stay down ‘cause he doesn't even think of you as alive. No woman should ever have to go through that and no woman strong enough to wear the mantel of "vicious bitch" would ever put up with it.
  • Wesley: Speaking of saliva, where's Cordelia?
  • Angel: I'm looking for Billy Blim.
Dylan: You a friend of his or what?
Angel: Friend? To be honest I'm looking to kill the bastard.
Dylan: Oh come on in.
  • Dylan: There was a chick here. She was cute, brunette. Well, she said that a melodramatic guy named Angel would eventually show up.
Angel: Cordelia... thinks I'm melodramatic?
Dylan: Well, you did say that you were going to kill my cousin.
  • Gunn: Now, what the hell happened to Wesley?
Fred: Somehow, he got infected. All I can figure is it happened while he was working with Billy's blood from that handprint.
Gunn: You mean, that - that fingerprinty looking handprint downstairs is Billy's blood? So, you're saying that Wes turned into psycho killer because of that bloody handprint that... I picked up and looked at?
Fred: When you put it that way, it kinda worries me.
  • Angel: That thing that Billy brought out in others? The hatred and anger... that's something I lost a long time ago.
Cordelia: Even when you were evil?
Angel: I never hated my victims. I never killed out of anger. It was always about the pain and the pleasure.
Cordelia: Huh. So I guess you can say that your demonness makes you less petty than humans. Almost noble. I mean, in a twisted, dark, and really disturbing kind of way.
Angel: Thanks.
Cordelia: Mm-hmm. It's weird.
Angel: What is?
Cordelia: I'm starting to get used to being creeped out and comforted at the same time.
Angel: I get that.
  • Wesley: Fred, I tried to kill you.
Fred: That wasn't you.
Wesley: How can you know that? Something inside me was forced to the surface. Something primal, something--
Fred: Do you wanna kill me?
Wesley: Oh, God, no.
Fred: It wasn't something in you, Wesley. It was something that was done to you.
Wesley: I don't know what kind of man I am anymore.
Fred: Well, I do. You're a good man.