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As a grief-stricken Wesley (Alexis Denisof) comes face to face with Illyria (Amy Acker), the ancient demon who has taken over Fred's body and soul, a dejected Angel (David Boreanaz) and Spike (James Marsters) return from their failed mission to prevent Illyria's emergence. With the old Sunnydale gang still deeply distrustful of Angel's alliance with Wolfram & Hart, Angel is unable to locate supernatural assistance. Wes quickly discovers the roles Gunn (J. August Richards) and Knox (Jonathan M. Woodward) played in Illyria's escape from the Deep Well and exacts revenge from both men. Meanwhile, Illyria gets accustomed to Fred's body -- and her still-intact memories. Looking utterly like and unlike Fred at the same time, her presence fills Wes with grief and longing. With immense strength and the power to send ripples through time, Illyria seems to pose a major threat to humankind. But she's in for a nasty surprise when she attempts to reach the ancient demon army she left behind millennia ago. Originally broadcast March 3, 2004, on the WB network, Shells marked season five, episode 16 of the supernatural soap opera.