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Discussion of 5.16 "Shells" - Aired 3/3/2004 (WB-US)


Mar 7, 2009
Angel and Spike return from England defeated, knowing that the ancient demon Illyria has completely taken over Fred's body and soul. Upon learning that Knox and Gunn have each contributed to her demise, Wesley is bent on revenge and Angel tries everything to restore Fred, including calling on an old friend from Sunnydale. Meanwhile, Illyria tries to locate an ancient temple where she believes she will find an army ready to help her destroy mankind.
Source: TV.com

Discuss this episode here!


Bite Me
Jun 18, 2003
Black Thorn
I was surprised that Knox wasnt already dead, I thought Gunn would have killed him. Wes's scene when he held that gun on Knox was so heartbreaking. I also got upset when Lorne was blaming himself for not seeing what Knox was like.

Angel's refusal to believe that Fred was just gone was so innocently naive. Just because they lived outside of the norm didnt mean that normal rules didnt apply. I loved how they brought up Buffy, Willow and Giles :) I'm just disappointed that they wouldnt help.

Poor Gunn, he should have come clean with everyone at the start of the episode though. Wes shouldnt have stabbed him, that was a little harsh.

Illyria is so incredibly powerful and even though I miss Fred I'm glad Amy gets to play such a physically powerful person.


Minuscule Redheaded One
Feb 8, 2011
Northern Minnesota
I have a feeling Wes isn't going to be very happy...I'm sad to see how Gunn's character deteriorates. :(

-Amy Acker is an awesome actress. Creepy how she moves and talks, but awesome. Illyria should be an interesting character.
-Can't be killed then, eh? Good for Wes to try getting her to leave.
-"Not if you're a vampire. Or Buffy." True. No one is really ever dead in Whedonverse.
-Harmony all up in arms about Fred.
-Wes is going to kill Knox.
-So that's where Drogyn came from.
-"Flash-fried in a pillar of fire saving the world. I got better." Heh.
-Heart-breaking hearing Wesley talk about Fred's last moments.
-Ooo, Willow!
-Angel talking to Giles!! I feel like that isn't the tone he would speak to him in...
-Fancy clothes for the new god demon thing.
-That's a new trick, slowing down time. Huh.
-Vampires and their scents.
-Harmony ranting and ripping apart the lab. Heh.
-"She was just curious. I think I hate her a little for that." Oh, Wes.
-Rick Springfield screen saver.
-Well, icky doc is dead. Confrontation between Wes and Gunn imminent.
-I don't recall Gunn knowing exactly what relic was being held up at customs or what it did, or that it was coming to W&H. I'm confused about that.
-Gah, Wes, don't be turning on your friends!! Remember, not wanting to go back to who you were?!
-Angel slamming Wes against the wall. Ai ai ai. "I don't remember seeing "STab Gunn" on the agenda this morning!"
-Fred's soul. :(
-Vahla Ha'nesh!! Wait, it's under LA?!
-Wolfram and Heart is that old?! Hmm. Definitely beefed up then. I wonder who exactly the senior partners are.
-Harmony is having all sorts of heart-to-heart moments with Fang Gang members today.
-Did Gunn getting the sarcophagus through customs really cause all of this? I feel like it would have gotten to W&H eventually no matter what.
-Darn right. Angel is always the protector, and fighter, and champion.
-Wes is so gun-happy! Probably should have shot Knox and little to the right.
-Angel and Spike vs. Illyria with the swords. Awesome. "Unimpressive."
-Ah, so the crystal was useful. Good thinkin', Angel!
-Oh, Wes, probably not a good idea to jump after her. 0_0
-Well, Illyria, your army looks a little...borked.
-"My world is gone." "Now you know how I feel."
-"I don't really like you. I suppose I never will. But this is important." Spike having a change of heart. Yay! Fred really touched him.
-And a bigger fight coming. Eee gads.
-"If I abide, you will help me." "Yes." Talk about gaining an ally.
-Those end scenes with each of our guys, then Fred driving. They hurt my heart.

Amy's acting blew me away. Great ep, but also terrible.

Give Us A Kiss

Fuffy Apologist
Feb 4, 2015
Wes, Fred's gone, it's Illyria...

Wes, don't kill her just yet...

She can't be killed :eek:

Does anyone actually have light purple eyes in real life ??? o_O

Spike, just drink it...

You stay dead unless you are Buffy :p


Wes, kill him.

Gunn, confess...

Illyria :eek:

Harmony deserved it :D

Knox masturbated to Illyria as a kid :eek:

Angel, Giles doesn't trust you...

Illyria in a shield :eek:

Knox is an evil son of a bitch...

Harmony, he fooled us all :(

Illyria has a nice grave box thingy :)

If you never got used to the sight of blood then why haven't you quit ??? o_O

Wes :eek:

Wes, you screwed up again...

Vahla hanesh ??? o_O


Gunn, you are fired :p

Ding dong the witch is dead :D


Wes :eek:

The temple is gone and Illyria is heartbroken.

This is depressing...

Packing Fred's things :(

Fragments ??? That's creepy...

Wes, Illyria will still kill...

Wes, that's not a reason to help her...

This feels like they are nearing the end :(

Young Fred :(

Next time: Looks like Lindsay was banished to a hell dimension...
Just because you don't trust someone doesn't give you the right to be a dick in a dire situation!!!


"Five by Five."
Aug 30, 2018
United States
It pisses me off that Giles wasn't willing to help out Angel Inc. because of Angel working at Wolfram and Hart. I thought he taught Slayers to save the world. It's a job that he signed up for in the first place. When he got fired, he didn't stop doing good. When he refused to help out, that isn't doing any good. It's pure selfishness that was wrong. Willow has raised the dead before. Giles refused to help out a living soul. Season One Giles wouldn't have let that happen.

Gunn should've read what he was signing in the first place.


Feb 18, 2020
I like this Illyria chick. The demon trying to understand human emotions is a little played out. terminator anya ect but I def like her more than fred
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