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Season 4, Episode 11
Airdate February 5, 2003
Production Number 4ADH11
Written by Sarah Fain &
Elizabeth Craft
Directed by Sean Astin
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AngelSeason Four

Soulless is the eleventh episode of the fourth season of Angel, and the seventy-seventh episode overall. The gang grills the recently transformed Angelus for information on the Beast, but he pushes more of their buttons than they do of his.

Starring: David Boreanaz (Angelus), Charisma Carpenter (Cordelia Chase), J. August Richards (Charles Gunn), Amy Acker (Winifred "Fred" Burkle), Vincent Kartheiser (Connor)

and Alexis Denisof (Wesley Wyndam-Pryce)

Special Guest Star: Andy Hallett (Lorne)

Guest Starring: Vladimir Kulich (The Beast)


Plot Overview

Wesley tries to interrogate Angelus to find out what he knows about the Beast. However, Angelus is more interested in opening closed wounds to pit everyone against one another.


Monster of the Week

There is no monster of the week in this episode.

Body Count

# Whom By Whom How Where
1/2/3 Vampires Connor Staked Newspaper Kiosk
4 Vampire Connor Staked The Priestess' Home


There is no licensed music in this episode.

Arc Advancement


  • Big Bad: In 1789, Angelus was in Prussia when he met the Beast. While wandering towards Vienna, he came upon a trail of bodies that he followed. The Beast sought him out by creating a great deal of carnage to impress him. He asked Angelus to kill a couple Svear priestesses who were to banish him. Angelus declined to join the Beast and the Beast was banished by the priestesses.


  • Wesley and Fred: Wesley and Fred share a kiss, which Gunn walks in on. Considering the rockiness of Gunn and Fred's relationship over the past few episodes, it seems likely that they will break up and Fred will get together with Wesley.


  • BtVS - 2x13 - Innocence: Angelus was released after Angel and Buffy had sex. He joined up with Spike and Drusilla to release an ancient evil who could only be defeated by being separated limb from limb. In order to save the world, Buffy was forced to kill Angelus.
Wesley: The last time you were free, you terrorized Sunnydale.
  • 4x04 - Slouching Toward Bethlehem: Wesley alerted Angel to the fact that Wolfram & Hart was going to attack Cordelia and Connor after learning that they were back. However, Lilah counted on this because the main target was the information in Lorne's brain.
Angelus: Like letting Lilah suck Lorne's brain.
  • 3x16 - Sleep Tight: Wesley kidnapped Connor after the first three parts of a prophecy came to pass, signalling that Angel would kill his son. He meant to get away from Holtz, but when he saw Justine hurt in the park outside his home, she tricked him by cutting his throat and stealing both the baby and his car.
Angelus: Then there's kidnapping the fruit of my loins. Smooth.
  • 3x09 - Lullaby: Darla staked herself because she knew that the baby would die during childbirth due to the fact that she's a vampire and had no nutrients to give him. Instead of allowing the one good thing in her life to die, she chose to kill herself and allow the protective force around her baby to keep him safe.
Angelus: Darla felt the same way. Made her sick, you squirming inside her, so she jammed a stake into her own heart just so she wouldn't have to hear your first whiny breath.
  • 3x21 - Benediction: Holtz didn't so much kill himself as he did ask Justine to do it for him. He had her stab him in the neck with an ice pick to give the appearance that he was killed by Angel in order to plant the seeds of distrust in Connor.
Angelus: Then there was Holtz. You disappointed him so much, he stabbed himself in the neck.


The Show

  • Error: Technically, the last time Angelus was around wasn't when he rampaged through Sunnydale with the Judge. He was released briefly when he was drugged in the first season.

Behind the Scenes

Allusions and References

  • Raiders of the Lost Ark: Angelus refers to the fantasy sequence in the previous episode where Angel, Wesley, Connor and Cordelia dodge booby traps to find a sword that would kill the Beast. Many of the traps in his dream were similar to those in Indiana Jones movies, particularly Raiders of the Lost Ark.
Angelus: What's the deal with Angel and the Raiders of the Lost Ark?
  • Othello: In Shakespeare's play Othello, the title character is a Venetian Moor who led Venice's troops against the Turks on Cypruss. However, Othello became more and more suspicious of his wife Desdemona, whom he suspected of having an affair with his lieutenant due to manipulation from Iago, a man who believed he was more deserving of a promotion than Othello. In the end, Othello kills Desdemona and himself.
Angelus: Othello and Desdemona. My favorite couple. Oh, wait. Desdemona wasn't in love with the other guy.
  • Oedipus: The myth of Oedipus was written as several plays revolving around the character who was fated to marry his mother and kill his father. In the play Oedipus Rex, he does both of these things and, upon finding out that the prophecy has come to pass from a blind prophet, Jocasta (the mother/wife) comitted suicide and Oedipus gouged out his own eyes.
Angelus: Doing your mom and trying to kill your dad... Hmm, there should be a play.
  • Sid Vicious: Sid Vicious was the replacement bass player for the Sex Pistols following the departure of Glen Matlock. Although the band played loud, abrasive punk music, Vicious was often such a poor bassist that his amplifier was turned off during live shows. Vicious made up for his lack of musical talent with a punk look that complimented the band.
Gunn: Why is Sid Vicious suddenly Mr. Show-and-Tell?

Memorable Moments


  • Connor: Welcome to L.A. (stakes last out of town vampires) Tourists.
  • Wesley: Angel is gone.
  • Wesley: Before Angelus was ensouled, his viciousness was mythic. You all know his history.
Fred: Killing, maiming, torture.
Lorne: Puppies nailed to walls. Thank you, Cordelia, for that lovely image. But I think that brings us up to speed.
Wesley: There's only one thing Angelus will be focused on. Getting free, so he can slaughter us.
Cordelia: We're Angel's only link to humanity. Angelus will hate us for that. He'll want to make us suffer.
  • Wesley: I've imagined this moment many times. Years of study, research. I've read everything ever written about you.
Angelus: Stop. I'm blushing.
  • Angelus: Buttering me up. Getting me all relaxed, hmm?. Not the most innovative interrogation technique, but okay, I'll play.
Wesley: Is it a game?
Angelus: Hey, open book. Anything you want to know. How sweet that virgin gypsy tasted? Special smell of a newborn's neck? My first nun? Now that's a great story.
  • Fred: Charles, remember, we can't believe anything Angelus says.
Gunn: How about the stuff that's true? Can we believe that?
Cordelia: He distorts everything. He lies with the truth. It's part of what makes him so dangerous.
  • Angelus: (to Wesley) You know, you're not fooling anyone. Get some new clothes, cool haircut, hit the gym. You're still the same loser none of the other kids wanted to sit with at lunch.
  • Angelus: What are you going to do? Kill me?
Wesley: If I have to.
Angelus: Wait 'til they drop, Wes, then try that line again.
  • Angelus: Anyone ever call you a champion?
Wesley: I do my part.
Angelus: Right. Like letting Lilah suck Lorne's brain. Or, here's an oldie but a goody: Faith. Good job being her Watcher. She turned out to be a peach.
  • Angelus: Let's talk about Cordy, shall we? Hmm? Now there's a rack to write home about. Too bad about the personality though. "Yap, yap, yap, yap."
  • Angelus: Is that my shirt?
Connor: Not anymore.
Angelus: It looks good on you... son.
Connor: So did Cordy.
Angelus: She looks good on everybody.
  • Angelus: But doesn't it freak you out at all that she used to change your diapers? I mean, when you think about it, the first woman you boned is the closest thing you've ever had to a mother. Doing your mom and trying to kill your dad. Hmm. There should be a play.
  • Connor: Angel's my dad.
Angelus: I'm going to cry.
Connor: That's what he told me. And he thought I believed him. The truth is... Angel's just something that you're forced to wear. You're my real father.
  • Angelus: You want to know about the Beast.
Cordelia: Everything you know.
Angelus: Oh. And in return I get what? Wouldn't mind a car. I hear the new Mustang is nice.
Cordelia: Something better.
Angelus: What's a better ride than a Mustang?
Cordelia: Me.