Angel/Not Fade Away

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Not Fade Away
Not Fade Away
Season 5, Episode 22
Airdate May 19, 2004
Production Number 5ADH22
Written by Jeffrey Bell &
Joss Whedon
Directed by Jeffrey Bell
← 5x21
Power Play

AngelSeason Five

Not Fade Away is the twenty-second episode of the fifth season of Angel, and the one-hundred and tenth episode overall. Picking up directly after the previous episode, Angel and the others make their move against the Circle of the Black Thorn.

Starring: David Boreanaz (Angel), James Marsters (Spike), J. August Richards (Charles Gunn), Amy Acker (Illyria), Andy Hallett (Lorne), Mercedes McNab (Harmony Kendall)

and Alexis Denisof (Wesley Wyndam-Pryce)

Special Guest Stars: Vincent Kartheiser (Connor)

and Christian Kane (Lindsey McDonald)

Guest Starring: Dennis Christopher (Cyvus Vail), Sarah Thompson (Eve), Julia Lee (Anne), Leland Crooke (Sebassis), Stacey Travis (Senator Bruckner)

and Adam Baldwin (Marcus Hamilton)

Co-Starring: Ryan Alvarez (Pee Pee Demon), David Figlioli (Bartender), Mark Colson (Izzy)

Uncredited: Hans Raith (Bar Thug)


Plot Overview

Everyone prepares to bring down the Circle of the Black Thorn, bracing for the possibility that they may not survive.


Monster of the Week

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

Body Count

# Whom By Whom How Where
1 Lackey Lindsey Impaled Sahrvin Lair
2 Sebassis Angel Poisoned Sebassis' Home
3 Manservant Angel Poisoned Sebassis' Home
4 Sahrvin Lindsey Stabbed Sahrvin Lair
5/6 Vampires Gunn Staked Bruckner's HQ
7 Bruckner Gunn Axe to the Head Bruckner's HQ
8 Lindsey Lorne Shot Sahrvin Lair
9 Wesley Cyvus Stabbed Cyvus' Home
10 Cyvus Illyria Skull Crushed Cyvus' Home
11 Marcus Angel Neck Snapped Wolfram & Hart


Music is listed in order of appearance in the episode:

  • Regina Belle - "If I Ruled the World"

Arc Advancement


  • Shanshu Prophecy: Angel has signed away his future as prophesied by the Shanshu Prophecy after being confronted by the Circle of the Black Thorn about his hope for becoming a human.


  • Connor: Connor did get his memories back after the window was destroyed in "Origin", but they were mixed in with his old ones and are nearly dreamlike. He accepts Angel as his father, but doesn't attempt to pursue the relationship.
  • Lorne: Lorne quits the team after completing his final assignment to kill Lindsey.
  • Wesley: Wesley becomes the fourth and final billed cast member to die in the series. He is stabbed in the abdomen by Cyvus after his spell is unsuccessful in killing the warlock. His last words are his declaration of love to Fred, whom Illyria takes the form of.


  • 5x15 - A Hole in the World: While interrogating Eve for the whereabouts of Lindsey, Lorne threatened to kill Eve and, after she confessed all that she knew, told her that her future is very short and very bleak. What he meant by that is unknown.
Lindsey: You worried about his reading? Said your future's gonna be crappy?
Spike: First off, I'm not wearing any amulets.


The Show

  • Spike's Poem: The poem that Spike reads in this episode is the full version of the one that appeared in his flashback episode, "Fool for Love". The entire poem is as follows:
My soul is racked in harsh repose
Midnight descends in raven colored clothes
But soft, behold! A sunlight beam
Cutting a swath of glimmering gleam
My heart expands, 'tis grown a bulge in't,
Inspired by your beauty effulgent
  • The episode's ending has been misinterpreted to be a cliffhanger. The fact is that everyone knew the series was not being renewed well before the episode was in development and that it's uncertainty was intentional as part of the show's theme of never to stop fighting.

Behind the Scenes

  • Original Crew: Joss Whedon originally intended to direct this episode as well as co-write it, but he was tied up in his responsibilities for Serenity, the Firefly feature film that he wrote and directed.
  • Episode Cap: After the first airing of this episode, WB broadcast a montage of scenes (mainly from the first, second and fifth seasons) with a thank you message to the viewers who have stuck with the show for the five years that it was airing.

Allusions and References

  • Peter's Denial: Spike refers to Peter, a disciple of Jesus who denies him three times before dawn on the day that he is betrayed by Judas. Because Spike can't be Judas, he's willing to settle for the next best thing in his eyes.
Spike: Can I deny you three times?
Angel: I was at the first taping of the Carol Burnett show. Tim Conway was on fire.
  • MacArthur Park: "MacArthur Park" is a seven-minute long single performed by Richard Harris in 1968. The song was inspired by and named after the Los Angeles park of the same name. Humor columnist Dave Barry once called the song the worst ever, which may explain the reason why Lorne is using it as a weapon.
Lindsey: Well, I couldn't have done it without that high note in MacArthur Park.

Memorable Moments

  • After taking Fred's form to comfort a dying Wesley in his final moments, Illyria is encouraged by Vail to take her "best shot, little girl." As she shifts back to her default form, she does not punch her fist through his skull, but instead obliterates it.


  • Sebassis: The Circle does not abide secrets.
Angel: Which is interesting for a secret society.
  • Angel: If the next words out of your mouth are "kill Spike," we just might have to kiss.
  • Angel: It's about them - the Wolf, the Ram, the Hart. The ones we've been fighting against forever.
Lindsey: You can't beat them.
Angel: Maybe they're not there to be beat. Maybe they're there to be fought. Maybe fighting them is what makes human beings so remarkably strong.
  • Lindsey: If you want me, I'm on your team.
Angel: I want you, Lindsey. (beat) I'm thinking about rephrasing that.
Lindsey: Yeah, I think I'd be more comfortable if you did.
  • Angel: I want you all to do something for me, for yourselves: take the day off.
Spike: What?
Gunn: Angel, if we're planning to assassinate the power elite of the apocalypse tonight, shouldn't we be cowboying up?
Angel: We'll be ready, but today, I want you guys to go out. Live. Do whatever you want. Live the day like it's your last... because it probably is.
  • Spike: Nice crowd.
Bartender: It can get pretty ugly in here. I gotta warn you.
Spike: What I'm after. Couple more shots of courage and I may make my presence felt.
Bartender: Your funeral.
Spike: Well, I never had a proper one.
  • Gunn: What if I told you it doesn't help? What would you do if you found out none of it matters? That it's all controlled by forces more powerful and uncaring than we can conceive and they'll never let it get better down here. What would you do?
Anne: I'd get this truck packed before the new stuff gets here. Wanna give me a hand?
Gunn: I do.
  • Illyria: I will shred my adversaries. I'll pull their eyes out just enough to turn them towards their mewling, mutilated faces.
Wesley: You're a very inspirational person. Have I mentioned that?
  • Wesley: There is no perfect day for me, Illyria. There is no sunset or painting or finely-aged scotch that's going to sum up my life and make tonight any... There is nothing that I want.
Illyria: You want to be with Fred.
Wesley: Yes. Yes, that's where I'd be if I could.
Illyria: I could assume her shape, make her come alive again this once for you. But you would never ask me to.
Wesley: First lesson a Watcher learns is to separate truth from illusion. Because in the world of magics, it's the hardest thing to do. The truth is that Fred is gone. To pretend anything else would be a lie. And since I don't actually intend to die tonight, I won't accept a lie.
  • Angel: This may come out a little pretentious, but... one of you will betray me.
(Spike raises his hand)
Angel: Wes.
Spike: Oh! Can I deny you three times?
  • Illyria: I'll make trophies of their spines.
Angel: Good to have you on the team.
  • Spike: What do you think all this means for that Shanshu bugaboo? If we make it through this, does one of us get to be a real boy?
Angel: Who are you kidding? We're not gonna make it through.
Spike: Well, long as it's not you.
  • Wesley: Your influence on this world is over. The rest of the circle will wither and die. (Wesley summons a ball of fire in his hand) Like you're about to.
Vail: You don't know who you're dealing with, do you boy? (Vail gets up from the floor and absorbs the ball of fire) I mean, really: I crap better magic than this. Now then, let me show you what a real wizard can do.
  • Hamilton: Why do you keep fighting? You signed away your Shanshu. There's nothing in it for you anymore.
Angel: People who don't care about anything will never understand the people who do.
Hamilton: Yeah, but we won't care.
  • Angel: What the hell are you doing here?
Connor: Come on. You drop by for a cup of coffee and the world's not ending? Please.
  • Lindsey: You don't trust me. You don't think a man can change?
Lorne: It's not about what I think. This was Angel's plan.
Lindsey: Come on. I could sing for you.
Lorne: I've heard you sing.
(Lorne takes out a gun and shoots Lindsey twice in the chest)
Lindsey: Why... Why'd you...?
Lorne: One last job. You're not part of the solution, Lindsey. You never will be.
Lindsey: You kill me? A flunky? I'm not just... Angel... kills me! You... Angel...
(Lindsey dies)
Lorne: Good night, folks.
  • Vail: (to Illyria) How very touching his meaningless death was. But this fight was never for mortals. Take your best shot, little girl.
  • Hamilton: Let me say this as clearly as I can. You cannot beat me. I am a part of them. The Wolf, Ram, and Hart. Their strength flows through my veins. My blood is filled with their ancient power.
Angel: Can you pick out the one word there you probably shouldn't have said?
  • (building rumbles)
Connor: Uh, that's not good, is it?
Angel: Wolfram & Hart. Looks like they're taking the gloves off.
  • Angel: Go home... now.
Connor: They'll destroy you.
Angel: As long as you're okay, they can't. Go.
  • (as the building starts rumbling)
Eve: What the hell is going on?!
Angel: Looks like we're getting kicked out of the garden, Eve.
Eve: Where's Lindsey? Where is he?
Angel: He's not coming for you.
Eve: You...
Angel: It's time to go.
(Angel walks out, as Eve remains behind)
Eve: Go where?
  • (last lines)
Illyria: I wish to do more violence.
Spike: Well, wishes just happen to be horses today.
Angel: Among other things.
Gunn: Okay, you take the thirty thousand on the left.
Illyria: You're fading. You'll last ten minutes at best.
Gunn: Then let's make 'em memorable.
Spike: Any terms of plan?
Angel: We fight.
Spike: Bit more specific?
Angel: Well, personally? I kinda wanna slay the dragon. Let's go to work.