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Season 3, Episode 5
Airdate October 22, 2001
Production Number 3ADH05
Written by Mere Smith
Directed by Marita Grabiak
← 3x04
Carpe Noctem
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AngelSeason Three

Fredless is the fifth episode of the third season of Angel, and the forty-ninth episode overall. Fred is forced to come to terms with her experience in Pylea when her parents finally catch up with her.

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: Andy Hallett (Lorne), Gary Grubbs (Roger Burkle), Jennifer Griffin (Trish Burkle)


Plot Overview

Still sheltering herself, Fred suddenly leaves after her parents show up at the Hyperion to take her back home. As they go out to look for her, they begin to suspect something is amiss.


Monster of the Week

  • There is no monster of the week in this episode.

Body Count

# Whom By Whom How Where
1 Mantis Demon Trish Hit By Bus Bus Station


No licensed music is used in this episode.

Arc Advancement



  • Fred: It seems like Fred has gotten the "click" that she was looking for after finally confronting herself with the reality of what happened. Her parents are introduced in this episode and it is briefly mentioned that she comes from Texas.
  • Wesley: Once again, Wesley goes on about his lousy family life. This time he focuses on his parents' loveless relationship and, once again, how bad a person his father is.


Gunn: We could hit all the local taco stands.
  • 3x03 - That Old Gang of Mine: Gunn's old gang shot up Caritas in a fit of demon hatred. Because of this, the bar is still in shambles and most of the furniture is broken.
Fred: Oh, no. Was there another massacre?


The Show

  • Buffy Non-Crossover: Due to tension between WB and UPN, Angel's reunion with Buffy occurs off screen between episodes of both series.
  • First Appearance: Fred's parents are introduced in this episode. They return several times in future episodes, more so than any other main character's parent in both Buffy the Vampire Slayer and Angel, discounting [[Buffy the Vampire Slayer/Joyce Summers/{{{1}}}|{{{1}}}]].

Behind the Scenes

  • Ratings: On its first airing, this episode scored a 4.2/6 in the overnight Nielsen ratings. It was ranked 6th out of the 18 WB shows which aired that week.
  • Script Change: In an earlier version of the script, Fred's family was much bigger than just her and her parents. The following dialogue was cut:
Trish: I take it Fred's never mentioned us?
Cordelia: Oh, sure she does, all the time. Let's see... there was a mother and... a father and... possibly a sibling?
Trish: Two brothers and a sister.
Cordelia: Three siblings! Yes! A trio of siblings that Fred has mentioned to us.

Allusions and References

  • Godfather III: The third film in the Godfather saga is widely considered to be the worst, especially when stacked up next to the first two films, which have been considered two of the greatest movies ever made. Many fans watch the third film once and never again, for the sake of completion.
Lorne: But it turns out massacres are a lot like sitting through Godfather three: once is enough.
  • Firebombing of Dresden: During World War II, the British retaliated against the German forces by firebombing Dresden, one of Germany's cultural centers, on February 13 and 14, 1945. The bombing raids resulted in 24,866 destroyed homes and somewhere between 25,000 and 35,000 deaths.
Lorne: I was kinda going for a Dresden after the bombing sort of feel.
  • Alien Resurrection: Trish mentions that Roger is a fan of the Alien series of films, about a race of violent alien creatures which indiscriminately kill anyone they come in contact with. She clarifies saying that he dozed off during the "last one." That movie was Alien Resurrection, which was written by Joss Whedon, creator of the series.
Trish: Rog's always had a thing for those disgusting "Alien" movies with all the slime and teeth. He just can't get enough of 'em. Except for that last one they made I think he dozed off.
  • Bob Hope Desert Classic: In the 1963 "Bob Hope Desert Classic," Jack Nicklaus beat out Gary Player in a very close game of golf. However, despite Angel and Roger chiming in on the name of the tournament, it did not have Bob Hope's name behind it until 1965. At this point, it was called the "Palm Springs Golf Classic."
Roger: I hadn't seen a stroke like that since Nicklaus took on Gary Player in the '63 Bob Hope Desert Classic.
  • Spiro Agnew: Spiro Agnew was Richard Nixon's running-mate and eventual vice president between 1969 and 1973. Agnew resigned from the office when evidence that he had committed tax evasion came to light.
Roger: Now, Spiro Agnew, I know he was...
Angel: A Grathnar demon!

Memorable Moments

  • Cordelia and Wesley reenact a hilariously overdramatized version of Angel and Buffy's relationship.


  • When Angel is holding the severed head and claiming it's a prop, you can see the blood puddling beneath him. In the next shot when he tosses it away, the puddle is gone without a trace.


  • Fred: (talking obliquely about Buffy) So, now that she's alive again are they gonna get back together? Angel and that girl with the goofy name?
Wesley: Well, Fred, that's a difficult question. I think it's fair to say... No. Not a chance, never, no way, not in a million years, and also, nuh-uh.
  • Fred: So now that she's alive again, are they gonna get back together? Angel and that girl with the goofy name?
Wesley: "Well, *Fred*, that's a difficult question. I think it's fair to say... No. Not a chance, never, no way, not in a million years, and also nuh-uh.
Fred: But you said he loved her. And of course she's gonna love him back, because he's so strong and handsome and he really listens when you talk. I mean, if you go for that sort of thing, why wouldn't it work?
Cordelia: Lemme break it down for you, Fred. (imitating Buffy) Oh, Angel. I know that I am a Slayer and you're a vampire and it would be impossible for us to be together, but --
Wesley: (imitating Angel) But... my Gypsy curse sometimes prevent me from seeing the truth. Oh Buffy...
Cordelia: Yes, Angel?
Wesley: I love you so much I almost forgot to brood!
Cordelia: And just because I sent you to Hell that one time doesn't mean that we can't just be friends.
Wesley: Or possibly more.
Cordelia: Gasp! No! We mustn't!
Wesley: Kiss me!
Cordelia: Bite me!
Angel: (entering) How about you both bite me?
Fred: You're back!
Gunn: How'd it go?
Angel: I think those two pretty much summed it up.
  • Cordelia: But, Angel, we're your friends, and-and it's not healthy to repress stuff like this. You need to share your pain, express those feelings of grief and longing or... the curiosity is gonna kill me!
Angel: Oh, no. Wouldn't want that.
Fred: Personally, I don't care at all what happened.
Cordelia: Shut up, Fred.
Angel: Actually, you know what I need right now? Ice cream. (to Fred) You wanna get some ice cream?
Fred: I like ice cream.
(Angel and Fred walk off together)
Cordelia: Now we'll never, ever know.
Angel: That's right.
  • Fred: This has been the best night ever. First, there's you taking me to ice cream, then there's the ice cream, then that monster jumps out of the freezer and you're all brave and, "Fred, watch out!," and then we get to chase it down into the sewers which are just so bleak and oppressive and homey. I-I could build a condo down here.
Angel: I’m glad you're having fun.
  • Wesley: You know, back in my days as a rogue demon hunter, I once used that very spear to pin down what I thought was a small Rodentius demon. Of course, the poodle's owners weren't very happy.
  • Cordelia: (on Fred's invention) I really wish she wouldn't leave her toys laying around.
Gunn: Ooh, pretty wicked looking toy.
Wesley: I'll say. It almost looks like a spring-loaded decapitation device.
Cordelia: Or it makes toast. With her you never know.
  • Cordelia: Fred can barely tie her shoes without Mr Oh-You're-My-Big-Fat-Hero, around.
Angel: You think I'm fat?
  • Angel: So where do we start? Where would Fred go?
Gunn: We could hit all the local taco stands. Joke. Kind of.
  • Fred: Oh, no. Was there another massacre?
Lorne: Oh, no, no. Just the one. But it turns out massacres are a lot like sitting through Godfather III - once is enough.
  • Lorne: Hmm. Such a small entourage tonight. Hey, Gunn, why didn't you bring your other friends? 'Cause they make a party.
Gunn: Maybe I should wait outside.
Lorne: You know, I'm not entirely uncomfortable with that suggestion.
  • Angel: Look, Lorne, I'm sorry about the bar, but right now Fred is missing, and we need your help.
Lorne: Oh really? Yeah, well, I’m not some mystical vending machine, here to spit out answers every time you waltz in with a problem. I have a heart. Granted, it's located in my left butt cheek, but it's still a heart and that heart is broken. I mean, why is it no one ever cares about my destiny? Everyone who walks through that door is all about "me, me, me". Well what about my me? My me's important!
  • Gunn: Lady makes bug soup with a ten ton bus, but show her a papier-mâché head and she gets the willies. Women.
Angel: Uh, Gunn, you do know it's not papier-mâché.
Gunn: We still got that bleach in the bathroom?
  • Angel: Are you gonna remember everything that's up there?
Fred: Sure. It's a story. Once upon a time, there was a girl who lived all alone in a horrible cave - so far from home that it made her chest hurt. And every day in that horrible cave, the girl tried to figure out a way to escape. None of her plans ever succeeded, of course, and she'd almost given up hopin' when one day, just like in a fairy tale, a handsome man rode up on a horse and saved her, and took her back to his castle. Now you'd think that was the end, wouldn't 'cha? Dumb old fairy tales and their happily ever afters. But see, the minute they got back to the castle, the handsome man went away again. And even though she didn't mean to - didn't want to - high up in that castle the girl just built herself another cave, hoping he would save her again. But you can't save me this time, can you?
  • Cordelia: In a really weird way, you know who I miss?
Wesley: Fred.
Cordelia: Actually, I was gonna say her parents. Is that wrong?
Angel: I don't think so. They were very... nice.
Cordelia: Nice? They weren't just nice, Angel. They were...
Gunn: Parents.
Wesley: They loved her, supported her, didn't grind her down into a tiny self-conscious nub with their constant berating, their never ending tirade of debasement, and scorn and...
  • Angel: I'm gonna miss her. She was just this nice, quiet kind of crazy. I found that soothing.
Cordelia: And what, I'm not soothing? I can be soothing. I could soothe your ass off, pal.
  • Fred: I belong here. Un-unless I don't. Which if - if you all don't wanna put up with me, I completely under---
Wesley: Let’s put it to a vote, shall we? All in favour say aye. Aye. Motion passed. Good. You're staying.
  • Roger: Now, Spiro Agnew, I know he was a--
Angel: Grathnar demon! You knew that? I thought I was the only one that knew that!
Roger: What else would he be but a demon?