Angel made many drastic changes to the status quo throughout its five-year run, but none more than in the final season. After spending the entire length of the show battling the insurmountable evil law firm Wolfram & Hart, Angel and his crew suddenly found themselves taking over, going corporate, telling themselves they were making the decision so that they could fight the battle from within. Every character had different ways to justify the decision to themselves, but the truth was pretty evident that they were all seduced by its power, they all made a deal with the corporate devil and they all eventually paid for it—one character more than others, granted, but we’ll get to that. Because Angel was more of a show about the day-to-day realities of being an adult, money problems were always kind of at the forefront. Angel Investigations moved up from being run out of a gloomy, damp office to being run out of a gloomy, damp abandoned hotel. The gang were always struggling to keep their heads above water, and so their decision to start working for a company they know is evil in order to drastically improve their quality of life is one that just about anyone in the real world can relate to on some level.
Like every deal with the devil, both metaphorical and otherwise, Team Angel’s collective decision to start working at Wolfram & Hart came with a cost: one of their own. In exchange for his extensive knowledge of the law, Gunn signed a release form from customs that contained the essence of an Old One named Illyria, a true demon of ancient times, by all accounts a goddess. In a season that had already completely upended the status quo, taking the team out of the hotel they’d called home for three seasons and putting them to work for the show’s Big Bad, what was left of that old dynamic completely disappeared over the course of a single episode. Fred was hollowed out and Illyria took over her body and just like that, everything was, once again, different.
But when Illyria first appeared, she seemed to play directly into what was expected of the show. After all, only one year prior, Cordelia had been taken over by a great, godlike evil that simply used her as a vessel and nearly brought about the end of the world. “Shells” is possibly one of the series’ most overlooked episodes simply because of how much leg work it has to do in terms of every character reacting to Fred’s loss, while also pointing out, playing on and ultimately breaking some of the hard set conventions of the show. There are two ways the episode does this, first through everyone’s denial over Fred’s death and secondly through the way the episode deals with Illyria herself.
Throughout the bulk of “Shells,” no character wants to believe that Fred is truly gone. After all, death is hardly always permanent in the Buffyverse. Spike had died less than a year before, burning to a crisp saving Sunnydale in the Buffy finale. Buffy had famously died twice, as had Angel himself. So many characters had come back from an almost certain end, it just seemed obvious that there would be a way to do the same for Fred as well. They even made it seem like they were going to bring in resurrection expert Willow as well, as she had done the spell to bring back Buffy, not that that exactly went smoothly. The roadblocks keep piling up, though, as this is yet another episode that reminds Team Angel that Buffy and Co. aren’t offering any help because, again, he works for a blatantly evil law firm and is therefore hard to trust. There’s no real reason to think Fred won’t be brought back by episode’s end, especially because there is literally someone walking around in her body. It’s a clever way to deal with the impermanence of death in this universe and—for that matter—so many others in the general scope of sci-fi/fantasy storytelling.
Finally, the episode reveals that Fred’s soul was destroyed, incinerated in “the fires of resurrection” when Illyria took over. This is almost unnecessarily devastating and some fans have taken issue with it and with the way Fred went out. This was a beloved character and no one wanted her to die, but I think that’s the point. Having said that, even as great an episode as “A Hole in the World” is, there’s something uncomfortable about the way Fred is talked about through both episodes as virtuous, perfect and pure. In one fell swoop, it’s a woman being praised for her purity and punished for it at the same time. I do understand the criticisms there. But it’s the harshness, the absolute unfairness of Fred’s loss that is also a complicated part of what makes Illyria such an interesting character.
In “Shells,” Illyria is immediately made out to be the new Big Bad. More than that, she’s treated like a Jasmine or Glory level threat, a god seeking to restore her ancient reign of terror and either enslave or destroy the races of man. She even has a Renfield figure, worshipping her and orchestrating her return to Earth, in Knox, who had been a casual love interest of Fred’s. Again, given that this is only a year after the Jasmine debacle, this all seems natural, almost like we’re on autopilot, just expecting some new evil Goddess to start making everything worse when things are already not great. At the end of the episode, though, everything changes. The show refuses to do what we’re expecting. Despite the fact that she killed—however inadvertently—one of the series’ most beloved characters, Angel refuses to make Illyria a villain. She seeks to resurrect her army because it’s all she’s ever known, but it’s been thousands of years and her followers are long dead. She has nothing. Right from this moment, there’s a clear desire on Illyria’s part to know more about the world she finds herself trapped in. Still, at the end of her debut episode, she has no discernible understanding of nor empathy toward humanity.
It develops little by little, in many different ways, beginning with her relationship with Wesley. He at first only helps her because she looks like Fred and even states that he’s the last person who should be teaching her what’s right, but he does his best at a time when he could not be more broken, helping—in essence—the thing that broke him. There’s no romance here, though there is a clear developed attraction on Illyria’s part. There’s nothing like the intentionally destructive relationship he had with Lilah. Wesley had been in love with Fred for years and a day after they finally got together, she was gone forever. He’s a character who has long been miserable and suffered a lot, but by the time this bond forms with Illyria, he could not have possibly been in a worse place. Helping Illyria understand the world around her is twofold, as it allows him to spend time with someone just as isolated and miserable as himself while also attempting to remember anything that made this world worth it.
While Wesley is the most obvious conduit to getting Illyria out and understanding the world and the people who inhabit it, most of her development comes from within. She comes to many conclusions on her own, finding many of her own “human” moments when she least expects them. Many of them are things that we don’t always question or take for granted, but which are completely revelatory for an immortal primordial being, starting with the fact that she does not want to die, despite her loneliness and the fact that there is nothing of her world left. When Illyria accidentally time slips into the future and learns of the gang’s plans to kill her in “Time Bomb,” she lashes out not only because her powers are out of whack, but because she’s scared. That is one of the first moments to truly humanize Illyria even though it’s the only other time outside “Shells” that she goes on the offensive against the group.
Illyria’s relationship to grief is one of the main things that defines her road to empathy. It is something she either deals with or acknowledges constantly throughout the show. As soon as she wakes up in Fred’s body, before she starts making plans to resurrect her army or anything else, she acknowledges Wesley’s grief and how much it disgusts her. Even as she grows closer with him and starts to work alongside the group, she never really stops discussing grief in these terms. She constantly dismisses it as beneath her, but it becomes clearer and clearer to see that more than anything else, it just upsets her. When Fred’s parents come to visit, not knowing anything about what happened, Illyria puts on an act, playing Fred remarkably well. Wesley suspects something sinister about it, given her track record, but Illyria simply does it to spare their grief, not wanting to make two more people as heartbroken and pathetic as he is. While Fred’s parents certainly have a right to know what happened, this is a crucial moment for Illyria, as it is something that is purely done to—at least momentarily—spare other people from pain.
Illyria’s relationship to Fred is also extremely interesting. It’s something that everyone around her shares, partly because she never knew her, but largely because she’s wearing the woman’s corpse. She has Fred’s memories, but they’re like TV reruns. Illyria starts out immediately dismissing Fred as “the shell,” as nothing more than a vessel, a means to an end. But the closer she grows with each member of the group—Wesley especially, of course—the more she seeks some kind of connection with Fred that she can never really have.
If anything, grief is the thing that most blatantly tracks Illyria’s development overall, because it’s constantly tied to her through Fred and other characters’ relationships with Fred, as well as being something she simultaneously seeks to hold at arm’s length and understand at the same time. There’s no better, more obvious way to showcase Illyria’s development over the course of her eight episodes than to point out that her first scene sees her express her revulsion toward Wesley’s grief over Fred and her last scene genuinely sees her acknowledge and grapple with her own grief over Wesley.
There are other, even more obvious factors in Illyria’s development of empathy, as well, and most of them are tied to her circumstance and her position. Within the vessel that was Fred, she’s more powerful than anyone else in Angel’s inner circle, she’s a badass, there’s almost no fight she can’t win and yet that’s meaningless to her because it’s not even a fraction of the power she used to have. She was a goddess, a Titan, and now she has nothing. That shift in perspective, that loss of power and even, to a degree, privilege, have so much to do with her ability to see the world differently for the first time in her thousands-year existence. When she first steps out into the world, she notes how surprised she is that the mankind is still around, especially to the point of taking over the Earth. As an Old One, she literally towered over everything and saw humans as nothing more than insects. They were so small and insignificant to her, she had no reason to empathize with them. When she was a hundred foot tall tentacle monster, it was easy to see humans as fleas, as parasite, an annoyance at best and an infestation at worst.
Reborn through Fred’s body, she’s trapped in the form of a species that she never even thought of highly enough to consider a threat. She’s literally brought down to their level, forced to see the world from the ground and that is an obviously drastic change in perspective. And it’s interesting, even if allegorically, to see Illyria as a case of someone being stripped of their immense position of power before they can actually see the value of people they initially only thought of as beneath them. There’s a sense that morality is often directly tied to power, something that Wolfram & Hart had always represented on the show, being all-powerful and possessing no morals.
With that in mind, Illyria was the perfect character to come in when she did. The entire fifth season centers on exploring how good people can become corrupted, usually without them even aware that it’s happening, sometimes with their acknowledgement that it’s happening but their hope that they’re strong enough to resist it. This is a season in which the core cast gained power and resources that they had never had before and became, to an extent, corrupted by it. The moral lines becomes blurrier than they had ever been before, questions of right and wrong start to center on picking the lesser of certain evils, the battles they can afford to fight, and ignoring the ones they can’t. They want to help, but this is an evil law firm they have to keep running no matter how much they may want to change it, and there are evil deeds they have to partake in.
In comes Illyria, standing in direct opposition to what every other character is going through, fancying herself the ultimate evil yet becoming stripped of her immense power and gaining a sense of humanity and empathy that is entirely new to her. It’s an amazing journey just to see this character start out with intentions of being a world-dominating self-serious monarch and see her getting frustrated playing Crash Bandicoot only a handful of episodes later.
Both Angel and Buffy were known for their impressive character development. Every character winds up in a very different place than they started, with Wesley perhaps being the most extreme example of them all. It’s amazing to see the amount of emotional development that Illyria undergoes in just a handful of episodes. It’s somehow both subtle and staggering. While it will always be a tragedy that her character arc was cut short due to the series’ cancellation, I am so grateful that the Angel and Buffy comics allowed that arc to continue and eventually allowed the character to flourish.
It’s tough to call Illyria a hero, at least during her time on the show, though she had more than proved her loyalty to the group and her empathy toward human suffering. Still, even the fact that it’s impossible to call her a villain shows a level of growth one would think impossible, as is the fact that the other characters could even begin to accept her when she’s wearing Fred’s face. On paper, nothing about Illyria should have worked. No one should have accepted a new character coming in and immediately replacing someone as beloved as Fred, but Illyria proved to be an incredibly rich character in her own right while also allowing the show to process grief in very different ways than it had ever had the opportunity to do explore before. While it’s sad to see such a great character come in just before cancellation, that only makes it that much more astonishing that there is so much depth, range and conflict in this seemingly stoic character on display in the small handful of episodes she ever appeared in.