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Season 3, Episode 9
Airdate November 19, 2001
Production Number 3ADH09
Written by Tim Minear
Directed by Tim Minear
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AngelSeason Three

Lullaby is the ninth episode of the third season of Angel, and the fifty-third episode overall. Darla's contractions are getting closer and closer together, but her pregnancy is put in further jeopardy when Holtz tracks her and Angel down.

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

Special Guest Star: Julie Benz (Darla)

Guest Starring: John Rubinstein (Linwood), Andy Hallett (Lorne), Stephanie Romanov (Lilah Morgan) Daniel Dae Kim (Gavin Park), Jack Conley (Sahjhan), Jim Ortlieb (Transcriber)

and Keith Szarabajka (Daniel Holtz)

Co-Starring: Robert Peters (Arney), Bronwen Bonner-Davies (Caroline), Kasha Kropinski (Sarah)


Plot Overview

Holtz learns of Angel’s soul, changing the nature of his plot for revenge. Darla begins to become emotionally affected by the life growing inside her.


Monster of the Week

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

Body Count

# Whom By Whom How Where
1 Sarah Holtz Holtz Immolated by Sunlight Outside Holtz's Home
2 Darla Herself Staked Alley Behind Caritas


No licensed music was used in this episode.

Arc Advancement


  • Wolfram & Hart: After stopping in at Angel Investigations to clean up the wake of destruction caused by Holtz, Lilah discovered the prophecy that Wesley was translating as well as his notes. She brought them back to the firm and had it translated.
  • Caritas: After much work, Caritas is being reopened the day after the events of this episode. Or, at least, that was the plan until Holtz blew the place up.
  • The Shanshu Prophecy: Wesley very nearly translated the prophecy, but got his tenses confused. In the properly translated scroll, it says that there will be no birth, only death. This, of course, refers to Darla's sacrifice.
  • Angel's Child: Angel's son is "born" in this episode. Although not traditionally born through C-section or natural means, he survived Darla staking herself due to the protection around her pregnancy.


  • Holtz: Angel and Darla didn't kill Holtz's daughter in the 1700s as insinuated in the previous episode. They did turn her into a vampire, however. The majority of Holtz's aggression towards Angel and Darla stems from being forced to destroy his vampire daughter.
  • Darla: Darla dies (again) in this episode when she stakes herself. This is the fourth time that she has died: when she was first turned by The Master, when Angel staked her, when Drusilla turned her again and when she staked herself.



The Show

  • Lullaby: The lullaby that Holtz sings in this episode is a Welsh folk song called "Ar Hyd y Nos." However, the song was not written until 1784, 20 years after the death of his family. It would be impossible for him to know it because it was written during the period in which he was comatose.
  • First Appearance: This episode marks the first appearance of Angel's son, albeit in baby form.

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.
  • Cut Scene: In the script, there was a bit of dialogue between Gunn and Angel about tracking Darla. This exchange was cut for time, the lines were as follows:
Angel: She went this way.
Gunn: You can smell her?
Angel: Tire tracks.
Gunn: Right. I saw those.
  • Stuntman: In the scene where Angel takes the pin out of a grenade with his mouth to blow him through a wall in order to escape, the person who has the grenade in his mouth isn't David Boreanez, but is actually a stunt face.

Allusions and References

  • Atilla the Hun: Atilla the Hun was the king of the Huns between 434 and 453. He is often viewed as a scourage known for his violence and brutal cruelty. In Dante's Inferno, he makes an appearance in the seventh circle of Hell, where he is immersed in a river of boiling blood.
Sahjhan: So Angel has a soul. Big whoop! So did Attila the Hun! Not to mention a heart as big as all outdoors when it came to gift giving.
  • Harvey Keitel: The person who Lilah talks to over the phone is likely a reference to actor Harvel Keitel. In Point of No Return, Keitel played the role of a "cleaner," a person who cleans up dead bodies like in the episode. Keitel later reprised this job in Pulp Fiction, where he cleaned up an accidental death in the back of Jules and Vincent's car.
Lilah: Harvey? It's Lilah. I've got a job for you. Angel Investigations. Yeah. Full cleaner service.

Memorable Moments


  • Angel: Holtz. My God.
Holtz: You have no god, demon.
  • Gavin: (about Linwood) He's gonna crucify us.
Lilah: They don't crucify here. It's too Christian.
  • Darla: Doesn't anyone wanna sit back here with me?
Cordelia: We're good.
Gunn: Yeah, it's... comfy.
Darla: I promise I won't throw anyone out of the car... not while it's moving.
Fred: It's not that we don't trust you. I mean, we don't trust you. But the fact is, your water broke all over the backseat.
Darla: Oh.
  • Holtz: Do you know what he is?
Lilah: Yeah, I know. Vampire, cursed by gypsies who restored his soul, destined to atone for centuries of evil, wacky sidekicks, yada, yada. I'd have him killed myself, except the people I work for have this 'policy.'
  • Holtz: You said you work for the law.
Lilah: No, I didn't. I said I'm a lawyer. I don't care about the law.
  • Sahjhan: See? This is why I didn't mention it. So Angel has a soul. Big whoop! So did Attila the Hun! Not to mention a heart as big as all outdoors when it came to gift-giving. He's still a vampire! Angel, not Attila.
  • Holtz: He's not the same vampire.
Sahjhan: Of course he is! His hair is a little shorter, a little spikier. He's using product. But it's the same guy.
  • Darla: Angel, I don't have a soul. It does. And right now that soul is inside of me, but soon, it won't be and then...
Angel: Darla.
Darla: I won't be able to love it. I won't even be able to remember that I loved it. (starts to cry) And I want to remember.
  • Lilah: What does it say about the birth?
Transcriber: Well, actually, it's funny... it doesn't.
Lilah: What do you mean, it doesn't. But you said it did.
Transcriber: Yes, I did say it did.
Lilah: But it doesn't.
Transcriber: In a way.
Lilah: I have a gun.
  • Fred: You gave us quite a scare. But I guess you're used to that, what with being a scary thing and all.
  • Sahjhan: You'll get your money.
Arnie: Yeah, I've heard that one before. I got mouths to feed, plus a family. Some of them have mouths, too.
  • Darla: (to Angel) You lied much better when you didn't have a soul.
  • Angel: Attacked? I thought you had double protection sanctorum spells?
Lorne: I do, and they work. It's a thing with the door and the stairs and the world and a thing. Never mind!
Gunn: Apparently, you can be outside and chuck stuff in.
Lorne: I just said that.
  • Darla: Angel, our baby's gonna die right here in this alley. You died in an alley. Remember?
  • Darla: We did so many terrible things together. So much destruction, so much... pain. We can't make up for any of it. You know that, don't you?
Angel: Yeah.
Darla: This child. Angel, it's the one good thing we ever did together. The only good thing. You make sure to tell him that.
  • Sahjhan: Do it. Now's your chance. Do it! Finish it while you still can! You can't just let him walk away! Not now! Not after what you swore to me!
Holtz: I swore that I would show no mercy. And I won't.