Fred's Family Home
Fred tells her parents she's going to LA where she hopes to meet a nice man and marry him and have babies that'll sleep in the drawer. Her parents are helping her pack to go to Grad School. Fred tells her mother she'll be careful, even dull and boring.

A Demon Nest
Fred is blasting demon bugs with a flame-thrower while Wesley shoots other bugs. He tells Fred the others are clearing out the rest of the nest, and then they kiss.

Angel and Spike are arguing, but they can't be seen, they can only be heard. When they come into view, Angel has a big sword right through his chest and out his back. It turns out Spike saw a demon bug on Angel's back and rather than tell him to turn round he stabbed him. Angel says it was just an excuse.

Fred goes over to Angel and he tells her he'll be all right, but Fred just wants the bug.

Fred's Lab
A sarcophagus is wheeled in. Knox tells the delivery guys that they want two floors down but they say it's for Winifred Burkle and it's already been signed for.

Opening credits

Main

Gunn's Office
Gunn is wandering round his office singing Gilbert & Sullivan. He sees Wesley and pretends he's rapping. Wesley says he seems happy and Gunn tells him it's because he and Fred are getting back together, but he can't keep it up when he sees Wesley's face. Wesley asks if Gunn's all right with him and Fred, and Gunn says he knows it's over between them and he's happy for Wesley. He also tells Wesley that if he ever hurts Fred he'll kill him. Wesley says that is acceptable.

Gunn has found out where Lindsey was living. Wesley asks him if he's told Angel, but Gunn won't go into Angel's office.

Angel's Office
Angel and Spike are having a blazing row. When Wesley goes in and asks them what's going on Spike tells him they've been arguing over who would win a fight, cavemen or astronauts. Wesley says they've been arguing about it for forty minutes!

Fred's Lab
Fred and Knox are studying the sarcophagus. Knox says everything they've tried has bounced off so they can't see what's inside. Knox then tells Fred that he's heard she's with Wesley and he understands, he's just happy to work with her.

He leaves the room and Fred touches a button on the top of the sarcophagus and a panel opens and shoots a jet of gas at her. She chokes and Knox comes back in to see if she's all right.

The Lobby
Fred is walking along with Lorne when they meet Wesley who was looking for an excuse to go and see her. They get very close and Lorne pushes past them singing You Are My Sunshine. Fred takes up the song and Lorne turns with a look of horror on his face as blood shoots from Fred's mouth and she collapses on the stairs. Lorne and Wesley catch her.

A Hospital Room
Fred is in a hospital bed, surrounded by her 'boys', Angel, Wesley, Gunn, Lorne, Spike and Knox. They are telling her she gave them a fright and she'll be better soon, but she doesn't like the way they're all being so optimistic, it makes her ask what's wrong. Angel tells her they don't know what's wrong, but they will find out. She looks at him and says, "handsome man saves me" and Angel replies, "that's how it works". He then says to everyone, "Lets' get cracking". Wesley stays behind as everyone else leaves. She tells him she knows he's got to go and be 'book guy'.

Wolfram & Hart
Angel is watching them from the doorway. He asks Spike if they're together because he didn't know.

Wesley comes out and Angel asks how Fred's handling things. He tells Angel that she is smarter than all of them put together and knows how bad things are. Angel then goes to everyone asking what each department has found out. Knox says they can't get the sarcophagus open, even with lasers. Wesley's team can't decipher the inscription on it. Gunn asks Angel what exactly is happening to Fred. He's spoken to the doctors and they've told him that some form of parasitic agent is going through her system, cooking her organs until they liquefy in a day's time. Spike says, "No. Not this girl. Not this day".

Angel tells them he needs something to work with. He asks Wes to get a name or a history for the box. Gunn says he'll check the White Room to see if the senior partners had anything to do with it. Angel tells him to get them to do something about it if they had nothing to do with it.

Spike asks about Lindsey. Angel says they have an address for him. Angel says if there's muscle work to do he'll do it, but Spike says he can make it twice as fast, while Lorne adds, "and baby makes three".

Wesley's Office
A lawyer goes to Wesley to see if some documents were faxed to him by mistake. Wesley tells him it can wait, but the lawyer says these are important clients and "not everyone can be working Miss Burkle's case". Wesley takes out a gun and shoots the lawyer in the leg. He then tells his secretary to send anyone else not working Miss Burkle's case to him.

The White Room
Gunn goes into the White Room. He calls out but there's no reply although he knows there is someone there. Then Gunn gets punched. He looks up to see himself.

He asks what happened to the cat and the Conduit tells him the viewer determines the physical appearance of the Conduit. Gunn tells the Conduit that he wants the senior partners to do something about Fred, but the Conduit hits him again saying the senior partners are not there for him. Gunn tells the Conduit that he's there to make a deal, a life for Fred's. The Conduit can have his life. But the Conduit says he already has it. Then the Conduit starts beating Gunn up.

An Apartment
Angel opens a bedroom door and says, "Well, I'll be damned all over again".
Eve is hiding in the bed. Angel tells Eve that Fred is dying. He asks if she and Lindsey caused it. She says it was nothing they did, then she asks if they've heard from, or even about, Lindsey. Spike and Angel tell her she's not saying anything they want to hear. She asks why they would do anything to Fred because they don't care about her. Just then Lorne hits her, hard. He apologises, then tells her she's going to sing for him and if he hears any note or quarter note that he doesn't like, Spike and Angel won't have time to kill her. She says they didn't do anything to Fred, but Angel tells her to sing it. She sings and Lorne says she didn't have anything to do with it, but he wouldn't want her future. She asks what he means and Lorne tells her her best bet is to die. She asks them if they'll tell the senior partners where she is, that it won't do any good. Then she tells them that the sarcophagus is one of the old ones, an original demon from before man appeared on earth. She then tells them that Wesley has access to more books than he knows, that he should look for the books that are forgotten, the oldest scrolls, and that he needs to find the Deeper Well.

Wesley's Office
Wesley tells Angel and the others that the demon is called Illyria a monarch and warrior demon. Rivals murdered her and left her to drift in the Deeper Well, a burial ground and resting place for the old ones. Wesley tells them he thinks Fred is being hollowed out to make a shell to hold Illyria.

Angel asks if there is any way of finding the Deeper Well, but Wesley has already found it, it's in England. Angel orders the Wolfram & Hart jet prepped as they can be there in ten hours, but Knox tells him they'll be there in four, they have very good jets. Wesley tells Angel there'll be a Guardian. Spike suggests they send an army. Wesley tells them that legend has it that if anything gets out it can be drawn back to the Well. Lorne goes to pray, while Angel tells Spike to come on, "Let's save the day".

Fred's Hospital Room
Wesley arrives and the bed is empty.

The Lab
Wesley finds Fred struggling to walk in the lab. He tries to tell her that she should be resting, but she says she's exactly the one to be doing this job, she won't be cut down by some monster flu. And she tells him she's very scared. Wesley tells her she needs to be in bed. She asks Wesley to take her home.

Fred's Apartment
Wesley carries Fred to her bed.

The Jet
Angel and Spike are both nervous, they've never flown in a plane before, although Angel has been in a helicopter.

Spike suggests they go and see a show in the West End when they save Fred. Angel says he hasn't seen Les Mis, but Spike says he'll be drinking humans by the second act.

Gunn's Office
Gunn is threatening someone on the telephone. Knox comes in and suggests they freeze Fred until they can find a cure. They go off to test if this will work.

Fred's Apartment
Wesley is sitting by Fred reading when she wakes up. He asks if he was making too much noise and she says not enough, that she needs noise to keep her here. Wesley tells her Angel and Spike are off to England. She asks how 'book man' is doing and he says he came through. Then she asks for her teddy bear by name and when Wesley asks who it is, she can't remember and starts crying.

She feels terrible. She thinks she must look 'crappy' but Wesley tells her she's the most beautiful thing he's ever seen.

Fred asks Wesley to read to her, and he does.

An English Forest
Spike and Angel are looking for the door to the Deeper Well. They find it and demon warriors come running out. Spike says the demons have brought them weapons. He then asks Angel what he wants to do and Angel says, "hold my hand". Spike looks at him and then does, and Angel passes him something. Spike says, "St Petersburg", and Angel says, "Thought you'd forgotten", then they both go in opposite directions pulling a wire tight between them and cutting the heads off the demons. They then pick up the weapons and use them against the rest of the oncoming demons.

The Lab
Knox has discovered that freezing won't work because the parasite doesn't freeze, it keeps working. Gunn asks what else they can do. Knox says he can't think. He'd never tell anyone this, but Fred is like nobody else he's ever met. He says he doesn't just care about Fred, he practically worships it. Gunn asks what he means by 'it', and Knox says "Oops".

An English Forest
Angel and Spike are still fighting. Angel calls out, "Is that all, we haven't even started". A man walks out of the doorway and says, "I'd say that's enough". Angel recognises him as Drogan. This is the Keeper of the Well. He tells Angel he has been for decades. When Spike starts to ask a question he tells Spike not to ask questions or he'll kill him. Angel tells Spike he doesn't like questions, and when Spike asks why Angel tells him it's because he can't lie. Drogan asks them if they are there about Illyria

The Lab
Gunn is furious. He knows Knox planned this. It turns out Knox worships Illyria and chose Fred as her vessel because he felt so strongly about her. Gunn says Angel will save her, but Knox says he won't. He says he doesn't mean Angel won't have the chance to save her, he means Angel will let her die.

Fred's Apartment
Wesley is lying beside Fred, holding her. Fred tells him the light hurts her eyes, but she doesn't want him to turn it off.

The Deeper Well
Angel and Drogan know each other. Drogan says he'll tell them as much as he can. Drogan tells them that Illyria fought and was banished to the Well, until the coffin disappeared a month before. He thinks the sarcophagus was teleported out and it had been planned thousands of years before. Spike asks how he didn't miss it and Drogan says he has quite a few charges. We then see the Well. It goes down with sarcophagi all down the sides of it. Spike asks how far down it goes and Drogan tells him "all the way". It is a hole that goes right through the earth. Drogan says Illyria was a great force, so great that after millions of years she still has followers on the earth.

The Lab
Knox tells Gunn he is one of the few followers of Illyria left. He knew her base was in California that's why he moved there. The sarcophagus was supposed to teleport back to its power base, but the continents had drifted. Knox tells Gunn he had others help him get the sarcophagus there, but it got stuck in customs. And Gunn had it brought to the lab because he wanted the lawyer upgrade.

Gunn hits Knox with a large cylinder, and then he hits him again.

Fred's Apartment
Fred is in pain and Wesley gives her an injection. She can't even bear to be touched.

The Deeper Well
Drogan realises Illyria is free. Spike gets fed up and starts asking him lots of stupid questions, then tells him if he's going to kill him he should try because he doesn't have time for Drogan's quirks. Drogan tells them that the power to draw Illyria out lies in the Well, but it requires a Champion who has travelled from where she lies to the Well. Angel tells Drogan he has two Champions there. Drogan tells them that they can draw Illyria's spirit back to the Well, but it will go air born and try to infect everyone it passes over between the two places. It will infect thousands of people. Drogan goes to prepare the spell and leaves Angel and Spike to decide what to do. Angel thinks for a moment, then says, "Hell with the world" and follows Drogan.

Fred's Apartment
Fred is still in terrible pain. She tells Wesley that whatever is in her is evil, worse than anything they've seen. Then she asks Wesley not to leave her. He tells her he will never leave her. Then she says, "My boys. I walk with heroes". Wesley tells her she is a hero. She says her power is not to let it take her.

The Deeper Well
Spike is looking down the Well. He wonders if someone is looking back at him from New Zealand. He thinks they ought to have known there's a hole in the world.

Fred's Apartment
Fred asks Wesley to kiss her, then she asks him if he could have loved her. He tells her he's loved her since he's known her, even before that. She starts to cough, then she asks him to tell her parents she didn't suffer. Wesley tells her to hold on, but she just says why can't I stay, then she dies in Wesley's arms.

Suddenly her eyes frost over blue and she jerks in Wesley's arms and knocks him off the bed. She falls to the floor behind the bed shaking. Then, as Wesley watches, she stands up. She has blue hair and skin. She looks at her hand and says, "this will do".

Closing credits