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Season 5, Episode 17
Airdate April 14, 2004
Production Number 5ADH17
Written by Sarah Fain &
Elizabeth Craft
Directed by Skip Schoolnik
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AngelSeason Five

Underneath is the seventeenth episode of the fifth season of Angel, and the one-hundred and fifth episode overall. Angel, Spike and Gunn attempt to rescue Lindsey from his prison after he decided to wage all out war on the Senior Partners. Meanwhile, Wesley attempts to come to grips with Fred's death and Illyria.

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

and Alexis Denisof (Wesley Wyndam-Pryce)

Special Guest Star: Christian Kane (Lindsey McDonald)

Guest Starring: Sarah Thompson (Eve)

and Adam Baldwin (Marcus Hamilton)

Co-Starring: Nicholl Hiren (Trish), Christian Boewe (Zach), Jared Poe (Carlos)


Plot Overview

Wanting to get information on the Senior Partners' plans, Angel goes to Eve and winds up having to protect her. With Lindsey their best lead of information on the Senior Partners, Angel, Spike, and Gunn find the hell he's been sent to in order to retrieve him.


Monster of the Week

There is no monster of the week in this episode.

Body Count

# Whom By Whom How Where
1 Security Marcus Hole Punched Through Body Wolfram & Hart


Music is listed in order of appearance in the episode:

  • Lionel Richie - "Lady"

Arc Advancement



  • Eve: Eve was an immortal, she was hired by the Senior Partners to act as a liaison and as a watcher. Her job description is a watcher and messenger and one of the perks was immortality. She signs over her immortality and duties to Marcus at the end of the episode.
  • Lindsey: Lindsey was taken by the Senior Partners because they couldn't afford the possibility of him talking with Angel. From there, he was put into a bizarre suburban holding dimension where he has a wife (Trish) and son (Zach), but is brutally tortured whenever he goes into the cellar. He is rescued by Angel.
  • Gunn: In order to get Lindsay out of the holding dimension, Gunn takes his place as the torture subject. He claims that this is necessary for his atonement.


  • 2x21 - Through the Looking Glass: Angel, as the revered champion of the village, was told to execute a runaway slave that turned out to be Fred. Instead of complying with this, he fought off the Pyleans and rescued her from death. The first thing she said to him after she was safe was "Handsome man saved me from the monsters."
Angel: That's the first thing Fred said to me. In Pylea.
  • 2x15 - Reprise: Angel attempted to go on a suicide mission into the home office of Wolfram & Hart so that he could destroy the Senior Partners once and for all. However, when he activated the key, it was just Holland Manners in an elevator who showed him that everyone has evil inside of them and that the center of evil is really on the Earthly plane.
Angel: Yeah, hell's on earth. Holland Manners tried to sell me that line three years ago.


The Show

  • First Appearance: This episode marks the first appearance of Marcus Hamilton, played by Adam Baldwin. He is the second Firefly cast member to appear in the series.
  • Regression: The remaining historic main characters all begin to regress into their former selves starting with this episode. Angel and Gunn change their looks to reflect older seasons and Wesley changes his attitude to something more resembling how he was in season four. Spike is the only one of the main cast not to change because he was never changed by Wolfram & Hart in the first place.
  • Continuity: Illyria mentions that she once visited a dimension where there was nothing but shrimp. Anya once mentioned that such a dimension exists in "Triangle".

Behind the Scenes

  • Ratings: On its first airing, this episode scored a 3.6/5 in the overnight Nielsen ratings.
  • Credits Change-Up: The opening credits now include Mercedes McNab after appearing in a majority of the episodes airing this season and being one of the longest running Buffy characters. (Harmony, played by McNab, was already in the unaired pilot of Buffy). Amy Acker's credit was also changed to include footage of Illyria.
  • Uncredited: Joss Whedon wrote all of the scenes between Illyria and Wesley.
  • Down Note: This was the episode that was filming when the cast and crew received word from WB that the series would not go on for another season.

Allusions and References

  • Knight Rider: Knight Rider was an NBC drama series starring David Hasselhoff as a high-tech crimefighter that drove an artificially intelligent car named K.I.T.T.. The creator of the series once referred to it as "The Lone Ranger with a car."
Spike: What, you never heard of Knight Rider? The Knight Industries 2000? K.I.T.T.?
  • Smurfs: The Smurfs are a race of blue creatures that live in a European forest. They originally came from a Franco-Belgian comic strip before gaining incredible popularity around the world. Eventually they went on to star in their own Hanna-Barbara cartoon series.
Illyria: I'm trapped on a roof. Just one roof... in this time and this place, with an unstable human who drinks too much whiskey and called me a Smurf.

Memorable Moments


  • Lorne: I think I'm tired. I think I'm sick and tired of wearing bells on my toes and making like everything's gonna be okay. I think it's pathetic that lately I'm too scared and sad to tell people the truth so I just say what they wanna hear instead. Most of all, I think the term "Happy Hour" should be banned from the English language. There's nothing happy about this hour or any other.
  • Fred: Tell me a joke.
Wesley: Two men walk into a bar. The first man orders a scotch and soda. The second man remembers something he'd forgotten and it doubles him over with pain. He falls to the floor shaking and then through the floor and into the Earth. He looks back up at the first man, but he doesn't call out to him. They're not that close.
  • Illyria: You've been sitting for a long time.
Wesley: Yeah. Dozed off.
Illyria: You drank a great deal of that poison, you called me a lot of names meant to hurt feelings I no longer have, and then you sat there for hours making noise with your nose.
Wesley: I was dreaming, you twit.
  • Spike: This isn't Hell. It's the burbs. Close enough.
  • Angel: This is Lindsey's punishment? For trying to kill me? Maybe it's a reward.
  • Wesley: Are you telling me the great Illyria, idol of millions, was limited to one small dimension?
Illyria: I travelled all of them as I pleased. I walked worlds of smoke and half-truths, intangible. Worlds of torment and of unnameable beauty. Opaline towers as high as small moons. Glaciers that rippled with incensing lust. And one world with nothing but shrimp. I tired of that one quickly.
  • Illyria: All I am is what I am. I lived 7 lives at once. I was power and the ecstasy of death. I was god to a god. Now... I'm trapped... on a roof. Just one roof in this time and this place, with an unstable human who drinks too much whiskey and called me a smurf.
  • Lindsey: Not an apocalypse - the apocalypse. What'd you think, a gong was gonna sound? Time to jump on your horses and fight the big fight? Starting pistol went off a long time ago, boys. You're playing for the bad guys. Every day you sit behind your desk and you learn a little more how to accept the world the way it is. Well, here's the rub - heroes don't do that. Heroes don't accept the world the way it is. They fight it.
Angel: You're saying everything we do... it's a distraction to keep us busy from looking under the surface.
Lindsey: (snaps his fingers) Ding. We have a winner! The world keeps sliding towards entropy and degradation and what do you do? You sit in your big chair and you sign your checks, just like the Senior Partners planned. The war's here, Angel. And you're already two soldiers down.