Illyria: All I am is what I am. I lived 7 lives at once. I was power and the ecstasy of death. I was god to a god. Now...I--I'm trapped...on a roof. Just one roof....in this time and this place, with an unstable human who drinks too much whiskey and called me a smurf.
(Wesley chuckles) You don't worship me at all, do you?

Wesley: Are you telling me the great Illyria, idol of millions, was limited to one small dimension?
Illyria: I traveled all of them as I pleased. I walked worlds of smoke and half-truths, intangible. Worlds of torment, and of unnameable beauty. Opaline towers as high as small moons. Glaciers that rippled with incensing lust. -And one world with nothing but shrimp. I tired of that one quickly.
Wesley: Then why stay in this one? Surely there's a world more appealing- maybe not the shrimp one- but one where you'll be welcome like you never will be here.

Illyria: You break so easily. Why do you bother getting back up?
Spike: Right. We need to set some ground rules. First off--no more punching me in the face. Secondly, when I punch you in the face, you tell me how you feel so I can write that down on my clipboard. Third--no touching my clipboard. Fourth--
Illyria: I enjoy hurting you.
Spike: Well, we're gonna have to fix that, 'cause-- (Illyria kicks Spike in the face. Spike punches her. Illyria punches him across the room)
Wesley: How goes it?
Illyria: I've been hitting the half-breed. He makes noise.

Wesley: I had a ....slight disagreement with Angel.
Spike: Oh, old broody-pants got you wound up, eh? Keep in mind, he can't get laid without maybe going crazy. Makes it funny.
Illyria: In my time, a leader would punish your insolence with death.
Wesley: We're not being insolent, Illyria.
Spike: I am.
Illyria: I'd like to keep Spike as my pet.
Angel: Connor, this is Spike and Illyria. Guys, this is Connor.
Connor: Hi. umm...I like your outfit.
Illyria: Your body warms. This one is lusting after me.
Connor: Oh...no, I--I--it's just that it's the outfit. I guess I've had a thing for older women.
Angel: (under his breath) They were supposed to fix that.

Illyria: You are so concerned with names, dates, times.
Wesley: Reality's being changed.
Illyria: Define change. The world is as it is.
Wesley: Not necessarily.
Illyria: You are a summation of recollections. Each change is simply a point of experience.
Wesley: We are more than just memories.
Illyria: And yet Fred changed the moment her memory did.
Wesley: Fred's memories were changed?
Illyria: In places.
Wesley: Can you see what they were before?
Illyira: No. They're gone. Does this change your view of Fred? Is she still the person you thought she was?
Wesley: No. None of us are.

Illyria: You betrayed Angel. You stole his son. He tried to kill you.
Wesley: Yes.
Illyria: Are these the memories you needed back? Does this now make you Wesley?
Wesley: At least I know what happened.
Illyria: Do you? There are 2 sets of memories--those that happened and those that are fabricated. It's hard to tell which is which.
Wesley: Try to push reality out of your mind. Focus on the other memories. They were created for a reason.
Illyria: To hide from the truth?
Wesley: To endure it.

Illyria: This shell...you had affection for it. For Fred.
Spike: Tons. Loved the bird.
Illyria: Yet you strike at her form without sentiment.
Spike: You ain't her. I can see it. Lord knows I can smell it. And I got no problem hittin' it.

Wesley: I wanted to bring back Fred.
Illyria: And destroy me.
Wesley: As an unavoidable consequence. Does it sting you...my betrayal?
Illyria: Betrayal was a neutral word in my day. As unjudged a word as water or breeze. No. Or perhaps...I am only bothered because I am bothered.
Wesley: That sounds very close to human.
Illyria: Motes of dust. Mayflies who die so soon after they're born they might as well not live at all.
Wesley: Now, now. Manners.

Illyria: Do you know what you were when I was young? You were the muck at our feet. We called you the ooze that eats itself. You were pretty at night. You sparkled, and you stank. You still stink of it!
Angel: Will you just shut up for once?!
Illyria: What?
Angel: My God, the speechifying. Has it ever occured to you that now might not be the best time for when-we-were-muck stories?

Illyria: You ask me to allow you to murder me.
Spike: It's not murder if you say yes.
Illyria: (the energy begins to explode from her) I blame this on the weakness of your species.
Wesley: Fair enough. (he fires the gun. Illyira falls to the ground) Illyria...
Illyria: Touch me and die, vermin.
Spike: Not a very dramatic difference, really.
Wesley: Everything is different.

Illyria:I can no longer hear the song of the green.
Lorne: You think that includes me?
Wesley: Her powers have been greatly reduced. She still has an unusual level of strength, but is no longer invulnerable or able to alter time.
Illyria: You revel in my defeat.
Wesley: Is that how you view it, you've been defeated?
Illyria: My world gone. My power stripped. How would you define it?
Lorne: Uh, I don't know, how about... lucky we didn't kill you when you went nuclear?
Illyria: This fate is worse than death. Condemned to live out existence in a vessel incapable of sustaining my true glory. How am I to function with such limitation?
Lorne: (chuckles) Well, ever tried a Sea Breeze?
Illyria: You attempt amusement at the expense of your better.

Wesley: Illyria. Perhaps you should return to the lab.
Illyria: I do not bend to your wishes.
Wesley: I'm not asking you to. Merely suggesting that more tests might lead to knowledge of how to help you function.
Illyira: I go because it suits me.
Lorne: Whew. Ah, too bad that whirly-jig thing didn't suck the sass out of her.

Illyria as Fred: Mom?
Roger Burkle: Well! There she is now.
Illyria as Fred: Dad! Oh, my God. What are y'all doing here?
Roger Burkle: I gotta tell ya. Everyone is so dang friendly. I can't get over it.
Illyria as Fred: Well, they kinda have to be, daddy. I'm their boss. If they're mean to you, I'll just fire 'em.

Trish Burkle: Have we not seen each other since I ran over that bug demon with the bus? How is that even possible?
Wesley: Things have been a bit hectic these last couple...years.
Trish: Well, I want to hear absolutely everything, but most importantly, have you got a young lady in your life? Illyria as Fred: Mom!
Trish: What? I was just asking. Well, can I help it if there's a perfect gentleman hiding in plain sight of my single daughter?
Illyria as Fred: Dad, make her stop.
Roger: Knock it off, big mouth.
Trish: (to Wesley) He keeps talking to me like that, I'm gonna keep you for myself.
Roger: Uh, is this whole laboratory yours, honey?
Illyria as Fred: Well, technically, it's the company's, but... yeah. I'm in charge of it. Wanna see my office?
Wesley: (grabs Fred's arm, whispers angrily) What the hell are you doing?
Illyria as Fred: Visiting with my folks.

Illyria as Fred: Your grief hangs off of you like rotted flesh. I couldn't tolerate it from them as well. I thought this would be more convenient.
Wesley: How's it possible?
Illyria as Fred: It's a simple modulation of my form. I appear as I choose.
... Do you wish me to stop?
..
Trish: Sweetie, you have got to do a better job decorating. This office is as bare as a bone..... Is everything OK?
Wesley: Everything's fine.
Illyria as Fred: Absotively.

Trish: Sorry to just drop in on you like this unannounced.
Illyria as Fred: Are you kidding me? I'm just sad y'all can't stay longer.
Roger: Well, the beach is callin'.
Trish: Wesley. You take care of our little Fred for us. OK?
Wesley: Of course.
Trish: Ohhh. I miss you already, and we haven't even gone yet. You sure you're OK? You seem different somehow.
Roger: Oh, she's just growin' up, mother. Let her go. You're gonna embarrass her in front of her employees.
Illyria as Fred: Stop it, daddy, and come here. Give me a hug. I love you guys so much.
Trish: Oh, we love you, too.
Roger: We'll talk soon. OK?
Illyria as Fred: Countin' on it.

(Roger and Trish leave)

Wesley: Did you get what you needed from that experience?
Illyria as Fred: Yes. It was most informative.
Wesley: Good. Don't ever do it again.

Illyria as Fred: Wes? Are you, like...mad at me or something?
Wesley: Stop it.
Illyria as Fred: Isn't it what you desire? I mean...you love me, I love you. What's the big deal? Wesley: I loved her.
Illyria as Fred: You loved this. And a part of you still does. I can feel it in you. I...wish to explore it further.
Wesley: Never. You...like this. It sickens me.
Illyria As Fred: (as Fred) Oh, lord. We both know that ain't true.
Wesley: Stop it! Change back. Be blue. Be anything. Don't be her. Don't ever be her.

Spike: Like you're not even there. World trembled before your feet once. Now... padding around a place you don't want to be in, and the rabble don't even give you so much as a polite yawn.
Illyria: Do not presume I require any creature's attention.
Spike: Wouldn't dream of it, Blue. Still...you can't enjoy haunting this place. Less than what you were, not knowing what to do with yourself. Believe me, I've been there.
Illyria: And what do you know of it?
Spike: Long and fascinating tale. Ghost story, in fact. Short of it is... take my advice. Get out once in a while. Before you go bats.
Illyria: Out?
Spike: Out. Outside. That place just on the other side of the window.
Illyria: I've grown wary of this world since my powers were depleted. Strange... though I've been made more human, this place remains disconcerting.
Spike: Yeah, well, I'm afraid that never goes away. Anyhow, I thought Wesley was giving you a primer on all things human.
Illyria: He and I are no longer having intercourse.
Spike: Y-ah. You wh-what?
Illyria: He has ceased communication with me.
Spike: Oh! Oh. Communi--
Illyria: My recent reversion to the Burkle persona disturbed him. And he will not tell me why.
Spike: You don't know? You may not think you're as powerful as you were, Highness, but looking like Fred, for some of us... it's the most devastating power you have.

Spike: Listen, you need some Boretz killing done, I'll have a go. I haven't had a decent tussle since the Blue Meanie and I stopped sparring.
Wesley: Yes. All right. Call me if you find anything. I'll be in my office learning what I can.
Illyria: He showed no regard for my presence.
Spike: Not that you require any creatures attention. (Illyria glares) Hey, wanna go find something to hit?

Spike: See? This isn't so bad now. Little field trip out in the... well, what passes in this city for fresh air. All we need now is to bag ourselves a Boretz demon, we got ourselves a perfect date.
Illyria: Angel does not think the casualties of this creature are important enough to avenge.
Spike: Yeah. I think corporate living's made him lose his love for the hunt. No worries. More for me then.
Illyria: It does not serve his interest.
Spike: What are you on about?
Illyria: I've seen this before with many rulers. Your leader has been corrupted.
Spike: Hey, hang on. In the first place, Angel's not my leader. In the second, what the bloody hell do you mean corrupted?
Illyria: It always begins the same. A ruler turns a blind eye to the dealings of battles from which he cannot gain... and a deaf ear to the councel of those closest to him. As his strength increases, so does the separation between he and his follow--
Spike: Shh. You smell that?
Illyria: The odors of everything in this world of men are equally repugnant to me.
Spike: Bloody helpful. You're wrong about Angel. Not that I don't think the sod could end up being a megalomaniacal bastard. It's just that if he did... I'd know it. I'd feel it.
Illyria: You'll have proof soon enough. A corrupted ruler on such a path sees treachery and betrayal all around him. He cannot suffer intimates and will eventually turn against them.
Spike: Guess I don't have to worry about that, 'cause Angel and me have never been intimate. Except that one...
Illyria: Mark me. He will murder one of you.
Drogyn: Actually, he already has.
Spike: Drogyn?
Illyria: Who is this?
Spike: The guardian of the Deeper Well. Greenskeeper of your graveyard, so to speak.
Illyria: My jailer.
Drogyn: Illyria...
Spike: (looks above Drogyn) Boretz.
(Boretz the demon jump out and sends spike flying...)
Spike: Stay away from its mouth! It's bite's poisonous. Go for its knees. I think there's a weak spot--
(illyria send the demon flying and to its death)
Spike: (impressed) OK. Yeah! That might do it.
Spike: Drogyn. What the hell are you doing here? Oh, don't give me your ask me no questions, I'll tell you no lies bugaboo.
Drogyn: I came to find you.
Spike: Oh, so you tacked up a sign on your tree, waved bye to the Keeblers, hopped the puddle, and somehow managed to sniff me out in a city of 10 million?
Drogyn: (weakly) I can find anyone who's visited the well... be they in this world or any other. I--I came to--to warn you--
Spike: Warn?
Illyria: He's bleeding.
Spike: You're all torn up, mate. What did this to you, the Boretz, was it?
Drogyn: No. It was Angel.

Wesley: Angel's been doing a number of things out of character lately. We all noticed it.
Lorne: Yeah, but why is this happening now? Why the change?
Wesley: Yes, why the sudden need to tie up loose ends like Drogyn? Unless...
Illyria: He's preparing to make his move.
Gunn: What kind of move are we talking about?
Wesley: There's only one way to find out. We ask him.
Wesley: (to Spike) Drogyn should stay here under guard.
Spike: I'm not missing the fireworks. Hey, Illyria, you don't care about any of this nonsense, do you?
Illyria: The intricacies of your fates are meaningless.
Spike: Well and good. You mind watching over our friend Drogyn? Aw, come on. New place'll do you good. It's nice and cozy. Help yourself to some beer in the fridge. Switch on the telly if you get bored.
Spike:: And, uh, feel free to play a little Crash Bandicoot. Give you lot something to pass the time.
Illyria: Crash Bandicoot?

Drogyn: It is a test, a task of some sort. You must collect those crystals. And the fruit.
Illyria: Why?
Drogyn: Old one... you have no right to walk this Earth. Your time is past. You belong to the Well.
Illyria: Truly. I wish now I had never been brought out of it.
Drogyn: Do you?
Illyria: I don't know. I play this game... it's pointless and annoys me... and yet, I'm compelled to play on. Does that not-- (Hamilton interupts)

Wesley: Illyria.
Spike: Bloody hell.
Wesley: Illyria, can you hear me?
Spike: Who did this to you?
Illyria: It was Hamilton. Took Drogyn.

Illyria: I don't understand.
Wesley: It'll help you heal faster. If you really plan to join us in this fight-
Illyria: I will fight. I've been broken and humiliated. I will return in kind every blow, every sting. I will shred my adversaries. Pull their eyes out just enough to turn them towards their mewing, mutilated faces.
Wesley: You're a very inspirational person. Have I mentioned that?
Illyria: You are what I don't understand.
Wesley: And that would be different because?
Illyria: Angel told you to do whatever you wanted. Today... tonight, you may all be dead.
Wesley: Yes. Good point.
Illyria: I am not what you want.
Wesley: No.
Illyria: Then why--
Wesley: Don't I go off and have one last perfect day? Smell the flowers, or sky-dive, or have a go with Mistress Spanks-A-Lot... or whatever the hell one is supposed to do in this situation.
Illyria: Mistress who?

Wesley: There is no perfect day for me, Illyria. There is no sunset or painting or finely-aged scotch that's going to sum up my life and make tonight any...there is nothing that I want.
Illyria: You want to be with Fred.
Wesley: Yes. Yes, that's where I'd be if I could.
Illyria: I could assume her shape, make her come alive again this once for you. But you would never ask me to.
Wesley: The first lesson a Watcher learns is to separate truth from illusion. Because in the world of magics, it's the hardest thing to do. The truth is that Fred is gone. To pretend anything else would be a lie. And since I don't actually intend to die tonight, I won't accept a lie.

Illyria: Wesley. This wound is mortal.
Wesley: Aren't we all? (smiles) It was good... that you came.
Illyria: I killed all mine, and I was...
Wesley: Concerned?
Illyria: I think so. But I can't help. You'll be dead within moments.
Wesley: I know.
Illyria: Would you like me to lie to you now?
Wesley: Yes. Thank you. Yes.
(Illyria transforms into 'Fred)
Wesley: Hello there.
Fred: Oh, Wesley. My Wesley.
Wesley: Fred. (whispers) I've missed you.
Fred: (kisses him) It's gonna be OK. It won't hurt much longer, and then you'll be where I am. We'll be together. (crying)
Wesley: I--I love you.
Fred: I love you. My love. Oh, my love.

THE FINAL SCENE

(Angel makes his way down the street and into the ally -the yet unoccupied meeting place)
Spike: (from the shadows) Boo.
Angel: Anyone else?
Spike: Not so far. You feel the heat?
Angel: It's coming.
Spike: Finally got ourselves a decent brawl.
(Gunn comes running, and staggering, down the street toward them, carrying his homemade battle-axe)
Gunn: Damn! How did I know the fang boys would pull through? You're lucky we're on the same side, dogs, 'cause I was on fire tonight. (weakly) My game was tight.
(They notice Gunn bleeding badly)
Spike: You're supposed to wear the red stuff on the inside, Charlie boy.
Gunn: Any word on Wes?
(Illyria jumps down and joins them)
Illyria: Wesley's dead. I'm feeling grief for him. I can't seem to control it. I wish to do more violence.
Spike: Well, wishes just happen to be horses today.
Angel: Among other things.
(A demon army, including a very big dragon is aproaching from the distance)
Gunn: OK. You take the 30,000 on the left...
Illyria: You're fading. You'll last 10 minutes at best.
Gunn: (stands) Then let's make 'em memorable.
Spike: In terms of a plan?
Angel: We fight.
Spike: Bit more specific.
Angel: Well, personally, I kind of want to slay the dragon. Let's go to work.