Wes: Fred?... Illyria?
Illyria: My name... You would presume to speak my name... Because I have returned in the body of the human, you think you can speak to me. It's disgusting.

Illyria: Oh... now I remember. Winifred Burkle is the shell I'm in.
Wes: She's the woman you killed.

Wes: Humans rule the Earth. They will last for millennia... like roaches crawling everywhere. Crying and sweating and puking their feelings all over you. Go back. Sleep until the humans are gone. They are stupid and weak. They'll kill each other off and you can return to the world you deserve... Leave this shell.
Illyria: You seek to save what's rotted through. This carcass is bound to me. I could not change that if I cared to, but you have opened my eyes to the truth. If the world is truly overrun by humans... then I have work to do.

Angel: What does that mean? Really?
Spike: It's a play on perspective.
Angel: Gone. What does it mean that she's gone?
Spike: Well, in the world of men, a person dies, they stay that way.
Angel: Unless you're a vampire.
Spike: Or the ghost of one that saved the world.
Angel: Or Buffy. Death doesn't have to be the end, not in our world. Rules can be broken. All you have to do... is push hard enough.

Harmony: Gonna torture him?
Gunn: Thinking about it.
Harmony: Can I help? I'm really good at it.

Harmony: Wait. I'm confused. It looks like Fred, but it's not?
Knox: She's so much more than that now. Beyond flesh. Beyond perfection. I loved Fred. I really did. She had a warmth that took you in and held you until everything cold and distant melted away. She was the most beautiful, perfect woman I ever met. That's why I chose her. She's the only one that was worthy.

Lorne: I should've seen it. Knox. He sang for me and I should've seen this.
Gunn: It's not your fault.
Lorne: If I had concentrated harder, read him better, maybe Fred-
Angel: Look, there's a lot we might have done, all right? Starting with never coming to Wolfram & Hart in the first place. We can beat ourselves up over it later, but right now-
Lorne: I'm sorry, Angelcakes. I, um... I got nothing... I'm sorry.

Gunn: I played a round of pinata with lab boy while you were gone. The sarcophagus was stuck in customs and it should have stayed there, but someone got it out.
Wes: Who?
Gunn: I'm working on it.

Wes: There is no Fred anymore.
Gunn: You don't know that.
Wes: I watched it gut her from the inside out. Everything she was is gone. There is nothing left but a shell.
Angel: Then we'll figure out a way to fill it back up.
Spike: The thing took over her body. Just a tip of the theological.
Angel: It's the soul that matters.
Spike: Trust us. We're kind of experts.
Gunn: What about her - If her organs have been liquified?
Spike: Flash fried in a pillar of fire saving the world. I got better.

Knox: I knew you'd come for me. My life is yours. I-I worship you.
Illyria: Yes, I know. Worship.

Knox: I've been waiting so long for this. I've loved you from the moment I saw you. I was 11. You were ancient. Pressed between the pages of the forbidden texts. I would stare at you for hours, locked in my room. My mom thought I was looking at porn.

Illyria: My last Qwa'ha Xahn was taller.
Knox: I-I may be shrinking a bit in the glory of your presence.

Wes: Never a witch around when you need one.

Angel: Yeah, I'm still at Wolfram & Hart. What does that have to do with anything? Yeah. I understand... We're on our own.
Spike: Good, cause I was wondering.

Illyria: I'm ready to begin.
Angel: Or we could just hang out.
Illyria: A warrior. I was beginning to wonder if this world was void of your kind.
Spike: Plenty of us to go round, luv.
Illyria: 2 half-breeds and a band of primitives. Is that all that challenges me now?
Angel: That, and a whole lot of bullets.

Angel: You've taken something of ours, something very precious. Stand down and I promise we won't destroy you taking it back. Your choice.
Illyria: I decline.

Angel: Hey, what do you got?
Spike: Smoke and mirrors.
Wes: No trace of either of them.

Angel: Great. She's super strong and can alter time.
Harmony: Well, that's not fair.

Harmony: Come on. I got a degree in tearing things up.
Spike: Never a truer word.

Spike: Back in the lab, she was standing right there in front of me, but there was no scent. Nothing. It's like she wasn't even there.
Angel: I know.
Spike: Look... I want Fred back as much as any of us... but seeing her there, like that... maybe she really is-
Angel: No. I lost Cordelia because some thing violated her. It crawled inside and used her up... No way in hell am I letting that happen again.

Harmony: Never trusted that little nerd. The rumpled hair, socks that didn't match, the cute lopsided grin. So totally playing it up. I mean, who did he think he was fooling?... Besides all of us.

Wes: She was curious. That's why Fred didn't put it into containment immediately... How things work. What makes them special. She was always searching for what other people couldn't see. She was just curious. I think I hate her a little for that.

Harmony: The girl of your dreams loved you. That's more than most people ever get.
Wes: I know. But it isn't enough.

Harmony: All I found was a cell phone and a cheese sandwich.
Wes: Was it Knox's?
Harmony: It had his name written on the bag with a little smiley face in the 'O', the big girl.
Wes: The cell phone, Harmony.
Harmony: Oh, um, I think so. Got a Rick Springfield screen saver, which opens up a whole new set of questions.

Doctor: I'm disappointed in you, Mr. Gunn. All the knowledge and deductive reasoning we've implanted in your brain... And it's taken you this long to sniff your way back to me?

Gunn: How do we bring Fred back? How?!
Doctor: You can't.
Gunn: I don't believe that. You know a way. You have to.
Doctor: Get the sarcophagus released from customs in exchange for making your cerebral alterations permanent. That was the bargain and the extent of my involvement.
Gunn: Then take it back. Everything you put in my head, the law, all the knowledge, take it back. Everything... Take more, leave me a vegetable. I don't care. Just bring her back... Please... bring her back.
Doctor: There's nothing left to bring back. Miss Burkle's soul was consumed by the fires of resurrection. Everything she was is gone. Forever. For better or worse, you made a deal, Mr. Gunn. I suggest you learn to live with it.

Wes: What did you do, Charles?
Gunn: It was just a piece of paper. I was losing it. Everything they put in my head, everything that made me different. Special. And he could fix it. Make it permanent. So I signed a piece of paper. It was a custom's release form. I didn't think anyone would get hurt.
Wes: Nothing from Wolfram & Hart is ever free. You know that.
Gunn: I couldn't go back... to being just the muscle. I-I didn't think it would be one of us. I didn't think it would be Fred.

Angel: What the hell did you do?
Wes: What I had to.
Angel: I don't remember seeing 'Stab Gunn' on the agenda this morning.
Wes: I avoided the major organs. He'll probably live.
Angel: Is that supposed to make it all right?

Wes: What he know, when he knew it, it doesn't change what happened! He let her die.
Angel: So did I... At the well in England, there was a way to save Fred, but only if thousands of others died in her place. As much as I love Fred, I couldn't let that happen. Look, I need to to buy it, Wes. Everything you're feeling, everyone you wanna hurt. I need you to put it aside and focus on what has to be done.

Angel: What did you get out of the doctor?
Spike: Screams. Various fluids. And a name: Vahla ha'nesh.

Illyria: Your breed if fragile. How is they came to control this world?
Knox: Opposable thumbs. Um, fire. Television. What they lack in strength, they make up for in extraordinary sneakiness.
Illyria: You are deceivers.
Knox: Yes, all of them. They deserve to be punished.
Illyria: They? You don't consider yourself part of your race?
Knox: Not anymore.

Illyria: The wolf, ram, and hart? In my time they were weak, barely above the vampire.
Knox: Huh. I guess they beefed up.

Harmony: Is it true? What they're saying about you?
Gunn: I guess it is.
Harmony: How could you do that? To your friends? To Fred?
Gunn: Because I was weak... Because I wanted to be somebody that I wasn't.... Because I don't know where I fit. Because I never did. Because a thousand other reasons that don't mean a damn casue she's gone. She's gone... and she's not coming back because of me. I did this, and I'm sorry... I'm sorry.

Illyria: You think your actions will restore her?
Angel: No.
Illyria: Yet you seek a confrontation you cannot win.

Illyria: You are the protector of these creatures?
Angel: Yes.
Illyria: You'd fight for their lives?
Angel: Yes.
Illyria: Even this one?
Knox: Is that an issue? Is my life in peril, boss? King?
Angel: You're about as low as it gets, Knox, but you're part of humanity. That isn't always pretty, but it's a hell a lot better than what came before. And if it comes down to a choice between you and him, then yes, I would fight for his life, just like any other human's. Because that's what people do. That's what makes us-
* Wes shoots Knox *
Angel: Were you even listening?

Illyria: It offends me that you think he matters.

Illyria: It can't be... It's gone... My world is gone.
Wes: Now you know how I feel.

Spike: No army of doom scorching the earth. Huzzah for our side.

Angel: You're not leaving?
Spike: This is what she would have wanted... It's what I want. I don't really like you. Suppose I never will. But this is important, what's happening here. Fred gave her life for it. the least I can do is give what's left of mine... The fight's comin, Angel. We both feel it... and it's gonna be a hell of a lot bigger than Illyria. Things are gonna get ugly. That's where I live.

Illyria: You grieve still... for a single life.

Illyria: This is important to you. Things have names. The shell... Winifred Burkle... She can't return to you.
Wes: I know.
Illyria: Yet there are fragments.

Illyria: You killed the Qwa'ha Xahn in defiance of your leader.
Wes: He murdered the woman I love.
Illyria: And that made it just.
Wes: No. It wasn't just... I'm probably the last man in the world to teach you what's right.
Illyria: But you will. If I abide, you will help me.
Wes: Yes.
Illyria: Because I look like her?
Wes: Yes.
Illyria: We cling to what is gone. Is there anything in this life but grief?
Wes: There's love. There's hope... for some. There's hope that you'll find something worthy... that your life will lead you to some joy... that after everything... you can still be surpirsed.
Illyria: Is that enough?... Is that enough to live on?

Episode Guide: Shells

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- - last updated: 3-23-04 - -