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Discussion of 5.17 "Underneath" - Aired 4/14/2004 (WB-US)


Mar 7, 2009
Hoping that Lindsay has information on the Senior Partners' ultimate plans, Angel, Spike and Gunn track him down in a bizarre and terrifying suburban hell. Meanwhile, a nearly invincible stranger sent by the Senior Partners, infiltrates Wolfram & Hart looking for Eve.

Source: TV.com

Discuss this episode here!


Bite Me
Jun 18, 2003
Black Thorn
Spike walking into that meeting with a briefcase was so funny!! I felt really sorry for Lorne, he's just looking so depressed all the time. The Wes/Illyria scenes are so emotional, the fact that Wes would help the monster that killed the woman he loved, I think shows how much he loved Fred. I think if Illyria had changed her appearance so much that she didnt look like Fred anymore it would be a different matter altogether.

I was surprised at Eve's origins, that she was an Immortal created by the Senior Partners to watch what was going on. I always assumed she was just human like Lilah.

I liked Illyria's reference to the shrimp world that Anya mentioned on Buffy.

I was a little confused at Lindsey's hell. It seemed so perfect. Then watching that kid with the gun and the hearts. It was very disturbing. And then Gunn saying he'd stay there. He paid the ultimate price for making a deal with W&H.

I've watched the commentary by Skip Schoolnik, Elizabeth Craft, Sarah Fain and Adam Baldwin.

Skip originally thought that there wasnt enough action in this episode, but realised it was a nice brooding Angel episode. David Fury hated the teaser but Joss liked it. Every time James opened the can of beer DB couldnt stop laughing. He had to do it about 15 times. After this episode James shaved his hair off for charity. They originally wanted Adam's character to be a woman.

The scene with Lorne at the bar was added because the episode came in short. Lorne being green isnt a coinsidence, its a reference to the actor Lorne Greene.

They also discuss lighting and uses of shadows while filming. They talk about joining and working with a cast that's already established. Joss wrote the Illyria/Wes scenes. The basement idea was Joss' idea.

This is the episode were they found out the show wasnt getting renewed.


Minuscule Redheaded One
Feb 8, 2011
Northern Minnesota
So, Gunn with a hidden agenda? Ugh, his character has gotten so shady! :( But more Lindsey!

-Angel all alone in the board room. Awww. But Spike showed up!!
-And he has a...briefcase...? He's all professional
-"I'm listening. With beer." 0_0 Possibly the best line ever....
-Bullet points are very classy.
-Angel remembering Fred in Pylea. :(
-Spike gives Angel kind of a good pep talk. Well, as good of a one between two vampires with souls as you can get.
-Ooo, the Fang Gang is gonna get proactive! And good, go after Eve. She needs a smack down. I don't get evil people: they get caught or beaten, then get mad at the good guys for (insert whatever). Well, yeah, Eve, Lindsey got taken because Angel & Co. beat him. He was evil. Duh.
-Isn't that one of the already dead W&H guys?? Interesting. They found you, Eve...
-Lorne is so distraught. And Lorne, you do help!!
-"The thing about atonement is you never run out of chances. But you have to take them." Good talk to Gunn, Angel. :)
-Is Wes going to go all crazy again?? :/ He and Illyria have an interesting dynamic.
-Spike and Angel staring at Eve. Heh.
-An Immortal? Hmm. And I don't think Angel exactly "let" the SP take Lindsey...
-So...Hell is suburbia?
-Spike talking about the different kinds of hells...Anya flashback!
-And Lindsey is afraid of the basement...the look on his face!
-Night Rider!!!!
-Is this where Connor lives now??
-Shrimp dimensions!!! So much Anya...:)
-WEsley really wants Illyria gone. Fred's body apparently makes her claustrophobic.
-Non-frying variety of sun. Hahahaha. Oh, Spike and Angel.
-Fang Gang looks slightly out of place there.
-A penetrable fortress, though, Lorne. Bahahah, those three screaming!
-Ooo, housewife with an automatic weapon. Good home security.
-As does everyone else. Huh.
-Pile of hearts in the basement...ew. And a big bad monster.
-What? Gunn!! Atoning, but still...don't they need him?! UGH!
-And everyone is left dumb-founded in the parking garage. Huh/
-Unstable human that drinks too much whiskey and called her a Smurf. Heehee.
-Humans are very weak, Illyria.
-"War is here, Angel, and you're already two soldiers down." :(


Jun 2, 2013
Gunn's not been a great person this season but I hope they get him out of there. I find it so depressing when shows make characters stay in hell/hell dimensions lol, and it'd suck if he had to just keep replaying the same mundane day and forget who he was. Didn't think much of Angel's almost non-reaction either. I think the writers had forgotten that Gunn has been his friend for years.

Give Us A Kiss

Fuffy Apologist
Feb 4, 2015
Staff meeting, no one is here :p

Where's Spike though ??? o_O

He's here :D

Angel's Avengers, that's a cool name :)

Spike has a point, we all put fake faces when we go to work...


Eve so deserves what's coming to her...

Jayne from Firefly :eek:

I hate that they added Harmony to the credits... :rolleyes:

Happy Hour is an oxymoron :p

Lorne has a drinking problem :(

So Gunn is not fired after all...

Is Wes dreaming ??? o_O

That was a bad joke...

Does Illyria even sleep ??? o_O

Child of the senior partners :eek:

Eve is immortal, shame :(

Lindsay is not in hell...

Gunn, how would you do that ??? o_O

Lindsay kind of looks like a Disney Prince, never found those very attractive :p

How many cars does Angel have ??? o_O

Spikes, the suburbs are hell, especially if you grew up in the city...

Illyria, there is a world for you...

So Lindsay's day just repeats over itself, just like it does on Tru Calling until whoever needs to be saved is saved ??? o_O

Lindsay has had his memory erased :eek:

Eve, you deserve to disappear into a hell dimension...

Lindsay looks tiny next to Angel...

The necklace is his weakness :eek:

How did everyone suddenly get guns ??? o_O

Heart ??? o_O

So Lindsay has had more hearts than David Rockefeller (who had 7 heart transplants before he died) ??? o_O

Now this is hell...

Gunn forgot.

Lorne, Canada is weird...

Lorne, Gunn chose to stay behind...

Angel has a man crush :p

God to a god ??? That's more impressive than Glorificus :oops:

Illyria, you have no humanity...

Ouch :(

Warden Angel :p

Vampires don't need sleep ??? o_O

So W&H is a distraction for AI ??? o_O

Next time: More about Connor...


"Hi honey, I'm home"
Staff member
Jul 31, 2018
Don't you think the beginning of the episode heartbreaking when Angel talks about Fred in Pylea with the music, about how he should have not let her stay in L.A. I'm always crying at that moment :(. I would love to own the score, I think it is the same score that is in a scene with Connor in S4.
I love Marcus Hamilton in this episode when Angel & Spike come back from where they were, Angel is ready to fight, just at that moment Marcus has a pen, he doesn't want to kill Eve and later Eve says that she fell in love, he says congratulations, I always laugh at that moment LOL :D and the scene when he enters in W&H and Harmony & Lorne screams LOL :D.


Jul 8, 2020
They also discuss lighting and uses of shadows while filming. They talk about joining and working with a cast that's already established. Joss wrote the Illyria/Wes scenes. The basement idea was Joss' idea.

This is the episode were they found out the show wasnt getting renewed.

I've wondered for a while how the show writing/filming timelines work and read on another episode discussion that Amy was told about her death scene at Alexis and Alyson's wedding. Does this mean they were writing as they were filming? Presumably they had a story arc in mind from the outset, but if they were told at episode 17 that the next 5 episodes are the final ones, that would have disrupted the rest of the season, no? (Please note, I'm watching it for the first time now so have not seen beyond episode 18). That also doesn't give much time for line learning! I'm watching on 4oD (UK) so can't watch the commentary unfortunately.

Btvs fan

Feb 11, 2019
This is the episode during the Basement scene where they were told the show was being cancelled.

Adam Baldwin commentary is odd. Saying DB was intimidated by his size. What's he suggesting ?


Mar 13, 2016
Just a note now for the time being, in case any work on the wiki. The quote Illyria regarding nightmares is there. But I think it's worth adding in the continuity section that Illyria essentially described what happened in Buffy season 1: Nightmares.

Stake fodder

Feb 6, 2021
Caught on a root
I noticed that Harmony ignored Spike walking past him in the conference room, and so did he. Good for her! In fact, Harmony is becoming the voice of reason, never saw that coming! "Why aren't we killing her again?," she asks about Illyria. And about beefing up security, "You know how that never works?"

I appreciate that the death of Fred is still reverberating, instead of everyone moving on next episode. Though I notice the credits are already updated with Illyria bits! And Lorne is the one most in a state of collapse, which makes me wish they had had more scenes with them together. Poor, sweet Lorne.

Gunn looks suddenly older, and yet he is reverting to his younger look, with shaved head and casual clothes. It seems a bit unfair that he has to stay in the 'holding' dimension, when others have done things as bad without much repercussion. He is taking his chance at atonement, as Angel said, though I wish Angel has hesitated more about leaving him behind.

Things certainly escalated fast in Groundhog-Day Land. I guess everything reverting to the beginning includes Spike's coat, which was shot to pieces (along with his back) outside Lindsey's house, yet was restored completely by the time they got to the basement.

Not much going on with Wes and Illyria. I'm rather surprised that he would bring her back to Fred's apartment, so full of memories. Illyria is suddenly becoming very vulnerable, not very demon-god-like.

I thought there was a subtle theme building up to Lindsey's pronouncement that they were "soaking in" the apocalypse already. Spike mentions early on that "we all paint on our happy faces... and try not to think about the third of the world starving to death." The day repeating in the holding dimension seems like hell, but we overlook the "entropy and degradation" of the real world.
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