Loss and loneliness, both human and demon.

Written by: Stephen S. DeKnight

Directed by: Stephen S. DeKnight

Fred is dead, in her place the demon Illyria. Despite Wesley's attempts to kill her, the creature appears to be indestructible.

Meanwhile, Gunn tortures her traitorous servant Knox, whilst wracked with guilt at his unintentional involvement in the whole affair.

Returning from England, Angel is determined that death need not be the end for Fred. But when Illyria turns up at Wolfram and Hart, Team Angel are unable to stop her. She and Knox escape thanks to her time-distorting mystical powers.

Elsewhere, Gunn tries to force the doctor who augmented his brain to help him resurrect Fred. He is overheard by Wesley, who stabs Gunn in anger.

Illyria attempts to open a gateway to her dimension and unleash her army. Through the portal, though, there is nothing but rubble and decay. Illyria�s world has long since died.

She returns, now aimless, to our dimension, where Wesley offers her help, in the hope that something of Fred remains within her.

Quiz: - ten quick questions.

Trivia

Weird science: Harmony dubs Knox "Poindexter" - an American slang term for nerd, after a character in the Felix the Cat cartoons. With an IQ of 222, Poindexter tended to speak in scientific jargon.

Resurrection girl: Searching for a way to bring Fred back to life, Angel of course tries to call Willow. After all, she's one of the very few experts around - but unfortunately she's astral projecting in Tibet.

Revenge of the nerd: Harmony notices with a sneer that Knox has a Rick Springfield screensaver on his phone. It's not surprising - Springfield is a massively popular middle-of-the-road soft-rocker, who sports a Michael Boltonesque bouffant barnet.

Gone in a flash: Commenting on Illyria's speed, Gunn mentions the names Barry Allen and Jay Garrick, but gets no recognition from the rest of the gang. They're the real names of DC superheroes The Flash, versions I and II. Just before giving up, Gunn also mentions the name Wally - probably Wally West, aka The Flash III.

That's gotta hurt: Gunn describes himself as having "played a round of piñata" with Knox. Hollow containers filled with sweets and fruit, piñatas are common feature of Hispanic celebrations, where they're broken open by children wielding sticks.

Bye bye Fred: The music playing during the last scenes of Fred is A Place Called Home by Kim Richie.

Review

We're still in a tear-stained world of pain this week, but this episode makes much more out of the strong emotional content. Alexis Denisof plays the desolated Wesley brilliantly, and Amy Acker is much better as the inhuman, jerky Illyria than anyone would have expected.

Best of all, Shells brought back those subtle grey shades totally missing from the Fred love-fest of A Hole in the World. Illyria was given the chance to be more than just a nasty ogre, with her own pain upon realising that her world is dead and gone a fine counterpoint to the Angel gang's loss. Similarly, Gunn's realisation of his guilt was poignant without being overdone.

To round it all off, there was an excellent twist in the tale. I'm certainly looking forward to seeing more of Illyria.