Angel

After being breathed on by an ancient sarcophagus, Fred contracts a mysterious illness and lies near death while Angel and his friends try to figure out what’s wrong with her.

In a flashback to eight years ago, Fred assures her parents as she moves out of her childhood home that she’ll be perfectly safe on her own in Los Angeles. Then, in the present, Fred and Wesley use flamethrowers to vanquish a nest of nasty-creature eggs, and then kiss in triumph. Meanwhile, back at Wolfram and Hart, Knox takes a middle-of-the-night delivery of an ancient sarcophagus addressed to Fred. The next day, while Angel and Spike argue over whether a caveman or an astronaut would win a fight if they were matched in battle, Fred and Knox examine the sarcophagus, but can’t get it to open. Then Fred leans in closer, and a small opening appears and blows a puff of stale air in her face. It doesn’t seem to affect her, but Knox advises her to get checked out by the company’s medical department just in case. Back in Angel’s office, he finally tires of he and Spike’s constant battling, and urges Spike, who is no longer physically or spectrally bound to the firm, to leave. Spike says he has nowhere to go, but then decides to go find Buffy in Europe, and Angel wishes him well. About the same time, Fred runs into Wesley and tells him about the mummy dust she breathed, but she assures him the doctors found nothing wrong with her. Wes invites her out to dinner, but then, as Fred starts to accept, she suddenly coughs blood all over Wesley’s face.

Fred wakes up later in a hospital room with Angel, Wes, Gunn, Spike, Lorne, and Knox gathered around her bed. They promise to do all they can to figure out what’s wrong with her, and Angel says that all the doctors can tell is that some sort of parasite is making its way through Fred’s system; and if it’s not stopped, it will soon liquefy her organs. To find out what’s going on, Wes returns to his office and pores over magical texts. Gunn goes to the White Room to speak with the conduit to the Powers That Be (which now appears as his own double), but the conduit says that if Gunn wants to help Fred, he’ll have to do it himself. Meanwhile Angel, Spike, and Lorne go to Lindsey’s apartment, where they find Eve in Lindsey’s bed. Angel accuses Eve and Lindsey of being involved in what’s happened to Fred, but Eve insists she had nothing to do with it and doesn’t even know where Lindsey is. Angel doesn’t believe her, but Lorne confirms her aura is clear. He threatens to tell the Senior Partners where Eve is hiding, however, so she says the sarcophagus may belong to one of the “Old Ones” - the original demons that inhabited the world before humans - and that Wesley should search ancient texts for references to the “Deeper Well.” Later, back at Wolfram and Hart, Wes learns the Deeper Well is the burial ground for the Old Ones, and figures out that one of them, Illyria, may be using Fred as a host to re-enter this world. Angel asks where the Deeper Well is, and when he learns it’s in England, he and Spike head for the company jet. As they do, Fred, in her hospital bed, suddenly opens her eyes.

Wes finds Fred in her lab trying to research her own disease. Wesley talks her into stopping, and she asks him to take her home. Meanwhile, as Angel and Spike fly to England, Knox suggests to Gunn that they may be able to slow the progress of Fred’s disease by freezing her until they find a cure. A bit later, at Fred’s apartment, Wes tucks Fred into bed and reads to her from her favorite book, Sara Crewe. Finally Angel and Spike arrive at a tree in a field in the Cotswolds that Angel says is the portal to the Deeper Well. At first they see nothing unusual, but then two demon warriors charge them, and as they fight them off, more appear. Back at Wolfram and Hart, Knox tries freezing a sample of Fred’s blood, but unfortunately the cold does nothing to slow the parasite activity. Knox apologizes to Gunn, saying that he cares about Fred so much, he practically worships “it”... which immediately arouses Gunn’s suspicions. Back in England, after Angel fights off the warriors, a man named Drogyn appears and Angel recognizes him as the keeper of the Well. Drogyn knows Angel and Spike have come about Illyria, and invites them inside. Back at Wolfram and Hart Gunn knocks Knox around, and Knox admits that he chose Fred to be Illyria’s host because he loves her so much. Knox says there’s no way to save Fred, however; and when Gunn says Angel will, Knox says that Angel not only can’t, but when he finds out what’s really going on, he will actually choose to let Fred die.

As Drogyn leads Angel and Spike into the Well, he explains that Illyria disappeared from his resting place about a month ago, in what appears to be part of a predestined escape plan. Spike accuses Drogyn of being remiss at watching his charges, but then they arrive in a tunnel, full of sarcophagi, which stretches all the way down into and through the earth, and Drogyn says Illyria was a very powerful demon who still has acolytes on earth. Meanwhile Knox, one of the acolytes, reveals to Gunn that he (Gunn) actually helped get the sarcophagus into this country (it’s what was on the ship Gunn expedited through customs for Dr. Sparrow in return for getting his mental powers restored). Meanwhile, at Fred’s apartment, her pain worsens, and as she tries to fight it, Wes promises never to leave her. Back in the Well, Spike demands that Drogyn tell them how to get the demon out of Fred’s body, and Drogyn says that a champion can do it; but if he does, Illyria will then enter and infect millions of others to keep from getting trapped by its pursuers. At first Angel declares that he will save Fred no matter what, but as Drogyn goes off to prepare the spell, Angel finally realizes he just can’t trade one life for so many others. Back at Fred’s apartment she gets sicker and sicker until, finally, she dies. Then a blue frost covers Fred’s eyes and her body bucks and rises, now with a mottled blue face and no pupils. As Wes watches in horror, Illyria looks at its new body and says, “This will do.”