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Season 5, Episode 16
Airdate March 3, 2004
Production Number 5ADH16
Written by Steven S. DeKnight
Directed by Steven S. DeKnight
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AngelSeason Five

Shells is the sixteenth episode of the fifth season of Angel, and the one-hundred and fourth episode overall. Illyria attempts to reopen the gateway to her kingdom, where she plans to attempt to rally her troops and destroy mankind. Meanwhile, Angel and the others attempt to find a way to bring Fred back and Wesley looks for revenge.

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

and Alexis Denisof (Wesley Wyndam-Pryce)

Guest Starring: Mercedes McNab (Harmony Kendall), Jonathan M. Woodward (Knox), Marc Vann (Doctor Sparrow), Jennifer Griffin (Trish Burkle)


Plot Overview

After failing to stop Illyria from killing Fred, everyone attempts to stop it from resurrecting its army and rebuilding its kingdom.


Monster of the Week

There is no monster of the week in this episode.

Body Count

# Whom By Whom How Where
1 Knox Wesley Shot Tomb


Music is listed in order of appearance in the episode:

  • Kim Richey - "A Place Called Home"

Arc Advancement


  • Wolfram & Hart: Illyria refers to Wolfram & Hart as "the Wolf, Ram and Hart." This confirms that Wolfram & Hart's existence dates back to the beginning of mankind and also refers to the Wolf, Ram and Hart books that were found in the royal library in Pylea.


  • Fred: During the process of resurrecting Illyria, Fred's soul was consumed entirely. However, part of her does still live on in Illyria because Illyria retained many of Fred's memories.
  • Spike: Spike decides not to take Angel up on his offer to be sent abroad to fight evil through another branch of Wolfram & Hart. He says that staying is what Fred would have wanted him to do.
  • Illyria: Illyria attempted to return to her kingdom where she would rally an army to overrun the planet and destroy humanity. However, she found her kingdom in ruins with all her subjects dead. She returned to Wolfram & Hart because she needs to understand how to "walk in this world."


  • 5x09 - Harm's Way: Fred and Harmony went out for drinks once after work because Fred felt bad about Harmony's lack of friends. This led to Harmony being set up by a rival secretary, the death of a prominent demon rights activist and the near destabilization of peace talks between two demon races.
Harmony: Fred's my friend. We went out for drinks all the... once.
  • BtVS - 6x01 - Bargaining: Willow previously had a hand in bringing Buffy back from the dead after Buffy sacrificed herself that the end of season five of Buffy the Vampire Slayer. This idea may not fly because in the case of Buffy, her soul was in a higher plane of reality like Cordelia was.
Spike: Won't be the first time she rattled the dead.


The Show

Behind the Scenes

  • Ratings: On its first airing, this episode scored a 3.8/5 in the overnight Nielsen ratings.

Allusions and References

  • The Flash: Gunn mentions two people who have been The Flash in the DC comics universe. Originally created by Gardner Fox, the Flash is prominent superhero who can move at speeds that break the sound barrier. The names Gunn mentions are Jay Garrick (the first Flash, 1940–55), Barry Allen (the second, 1956–86) and the beginning of Wally West (the third Flash, 1986–2006).
  • Rick Springfield: Rick Springfield is a pop singer and soap opera star most famous for his single "Jesse's Girl". Springfield has a devout fanbase in the United States, which has helped him garner four platinum albums.

Memorable Moments


  • Illyria: This is grief. I'm watching human grief. It's like offal in my mouth.
Wesley: If you stay here, you'll taste it every day. Every second. Look. Humans rule the earth. They will last for millennia, like roaches crawling everywhere. Crying and sweating and puking their feelings all over you. Go back. Sleep until the humans are gone. They are stupid and weak. They'll kill each other off and you can return to the world you deserve. Leave this shell.
  • Angel: Gone. What does it mean that she's gone?
Spike: Well, in the world of men, a person dies, they stay that way.
Angel: Unless you're a vampire.
Spike: Or the ghost of one that saved the world.
Angel: Or Buffy.
  • Angel: It's the soul that matters.
Spike: Trust us. We're kind of experts.
Gunn: What about her... If her organs have been liquefied?
Spike: (raising hand) Flash-fried in a pillar of fire, saving the world. I got better.
  • Illyria: My last Qwa'Ha Xahn was taller.
  • Wesley: I've been unreasonable because I've lost all reason.
  • Illyria: Two half-breeds and a band of primitives. Is this all that challenges me now?
Angel: That and a whole lot of bullets.
  • Harmony: Come on, I got a degree in tearing things up.
Spike: Never a truer word.
  • Angel: 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: Is that supposed to make it all right?
Wesley: Nothing is all right! Nothing will ever be all right.
  • Angel: What'd you get out of the doctor?
Spike: Screams. Various fluids. And a name.
  • Illyria: Your breed is fragile. How is it they came to control this world?
Knox: Opposable thumbs. Um, fire. Television.
  • Illyria: The Wolf, Ram, and Hart? In my time, they were weak, barely above the vampire.
Knox: Huh. I guess they beefed up.
  • Harmony: How could you do that? To your friends? To Fred?
Gunn: Because I was weak. Because I wanted to be somebody that I wasn't. Because I don't know where I fit. Because I never did. Because a thousand other reasons that don't mean a damn because she's gone. She's gone... and she's not coming back... because of me. I did this and I'm sorry. I'm sorry.
  • Angel: 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 to Knox) Even this one?
Knox: 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--
(Wesley shoots and kills Knox)
Angel: Were you even listening?
  • Illyria: My world is gone.
Wesley: Now you know how I feel.
  • Angel: You're not leaving?
Spike: It's what she would have wanted. 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. 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.
  • Illyria: Is there anything in this life but grief?
Wesley: 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? Is that enough to live on?