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As Wesley (Alexis Denisof) and Fred (Amy Acker) celebrate their long-awaited romance, trouble is brewing between Angel (David Boreanaz) and Spike (James Marsters). Sick of Spike's gibes and gleeful peskiness, Angel offers to set him up anywhere else in the world -- on Wolfram & Hart's tab. Just as Spike is ready to take his offer, however, tragedy strikes. A mysterious sarcophagus arrives at the science division, and Fred makes the mistake of touching it. Her actions trigger the release of a mysterious force that begins to eat the diminutive physicist from the inside. Angel and Spike immediately put their differences aside and travel to the other side of the world on a quest to discover what, or who, is taking over Fred. The answer: Illyria, one of the pure-blooded ancient demons who walked the earth before man or vampire. Gunn (J. August Richards) realizes that his secret pact to retain his mental upgrade unwittingly paved the way for Fred's infection; he also discovers that Knox (Jonathan M. Woodward), Fred's subordinate and rejected suitor, played a crucial role in Illyria's release. Angel and Spike discover a way to save Fred, but they fear that the price may be too high. It's Fred, however, who pays the ultimate price for Illyria's emergence. Originally broadcast February 25, 2004, on the WB network, "A Hole in the World" marked season five, episode 15 of the supernatural soap opera. Written and directed by series creator Joss Whedon, this episode's cliffhanger would be concluded in Shells. The two-episode arc was bookended by flashbacks to Fred's youth when she left her loving parents (Jennifer Griffin and Gary Grubbs) and Texas behind to follow her dreams in Los Angeles. The episode's title refers to the Deep Well, a demon graveyard in the earth's center whose guardian, Drogyn (Alec Newman), is an old ally of Angel's.