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"Not Fade Away"
Angel episode
Episode no. Season 5
Episode 22
Written by Joss Whedon
Jeffrey Bell
Directed by Jeffrey Bell
Production no. 5ADH22
Original airdate May 19, 2004
Guest stars

Vincent Kartheiser
Christian Kane
Dennis Christopher
   (Cyvus Vail)
Sarah Thompson
Julia Lee
Leland Crooke
   (Archduke Sebassis)
Stacey Travis
   (Helen Brucker)
Adam Baldwin

Episode chronology
← Previous Next →
"Power Play" "Angel: After the Fall"
List of Angel episodes

"Not Fade Away" is the 22nd and final episode of season 5, and the series finale of the television show Angel. Written by series creator Joss Whedon and directed and co-written by Jeffrey Bell, it was originally broadcast on May 19, 2004 on the WB network. In "Not Fade Away", Angel convinces his team that they must take out every member of the Circle of the Black Thorn in a defiant and probably futile stand against the Senior Partners of Wolfram & Hart. He tells his team to make the most of what may be their last day on Earth: Gunn visits his old neighborhood; Wesley tends to the wounded Illyria; Lorne spends some time onstage; Spike performs poetry at an open mic, and Angel visits his son. When night falls, the team divides and sets out to eliminate the members of the Black Thorn, incurring the wrath of the armies of hell.



In a continuation of the previous episode, Angel has joined the evil Circle of the Black Thorn by killing Drogyn. Angel has just explained to the group about his plan to kill all the members of the Black Thorn to tip the scales in their favor, but also bring on the full wrath of the unseen Senior Partners. Angel learns from them that Drogyn is being looked after by Illyria, he tells them that he was forced to kill Drogyn to be accepted into the Black Thorn, when Marcus Hamilton, the Senior Partners' liaison, arrives which makes Wesley, Gunn, Spike, and Lorne leave. Hamilton calls Angel to an emergency Black Thorn meeting, where Archduke Sebassis and the other members express doubts about Angel's loyalties. To prove himself, he must irrevocably relinquish the reward foretold in the Shanshu Prophecy. Izzy the Devil produces the original scroll and a pen, which he stabs through the back of Angel's hand so that he may sign in his own blood. Angel signs his name, giving up his chance to become human.

At Spike's apartment, Wesley, Gunn, Spike, and Lorne arrive to find Illyria lying on the floor, bloodied and barely awake from her fight with Hamilton who had taken Drogyn.

Back at Wolfram & Hart, Angel informs Harmony he will be meeting with Sebassis later, and instructs her to distract Hamilton while he does so. Afterwards, he meets with his old enemy Lindsey McDonald and asks for his help in destroying the Black Thorn; Lindsey is suspicious of Angel's offer, but agrees. Returning from his meeting with Lindsey, Angel arrives at Spike's apartment to meet with his friends where he tells them that that they are killing all the Black Thorn members tonight. Angel advises his friends to spend the rest of the day as if it were their last since it "probably is."

Angel visits his son, Connor, at college where he talks with him about his current life and his new romance with Nina who is a werewolf. Connor reveals that he knows that Angel is his father; his old memories are now "mixed in" with his new ones, and he understands and appreciates why Angel gave him new memories. Lorne has serious reservations about Angel's plan, and his mood is dark and somber. He sings "If I Ruled the World" at a demon karaoke bar. Lindsey spends the day with Eve, who expresses suspicion about Angel. Lindsey, however, trusts Angel's plan; since he is fighting on Angel's side, he believes that he will receive fair treatment. Gunn spends his day helping Anne, who still maintains a homeless shelter in Gunn's old neighborhood. He asks her what she would do if she found out that everything she did — everything she fought for — was for nothing, and she tells him she would continue to unload the supplies for the shelter. Gunn smiles; that was the answer he had been looking for. Spike goes to a seedy bar and, after drinking innumerable shots of "courage", goes onstage and recites the completed version of a poem that he originally wrote for Cecily — with whom he had been infatuated before his siring — to a crowd of rough motorcyclists and street gang members at an open mic. To his surprise, the crowd goes wild with cheers and applause. A triumphant and relieved Spike laughs and announces that his next poem is called "The Wanton Folly of Me Mum." Wesley spends his day in his apartment tending to Illyria's wounds inflicted by Hamilton when he abducted Drogyn to be killed by Angel. He tells her there is nothing else he wants and nowhere for him to be. She recognizes that the only place he wants to be is with Fred, and she offers to comfort him in Fred's form. He refuses, explaining that because he does not plan to die tonight, he would not accept the "lie" of Illyria in Fred's form.

That night, Angel explains that they are taking a divide-and-conquer approach to the demon killing: Gunn is to eliminate Senator Bruckner and her vampire bodyguards; Wesley is to attack Cyvus Vail, a powerful demon sorcerer; Illyria will take out Izzy the Devil and three other members of the Black Thorn; Spike will rescue an infant before eliminating the demonic Fell Brethren; and Lorne and Lindsey will fight the Sahvrin demon clan. Angel tells them that he will take out the chairman Archduke Sebassis. Once they complete their missions, he says, they are all to meet in the alley north of the Hyperion Hotel for the expected onslaught by the Senior Partners. As they leave, Lorne tells Angel that this is the last thing he's going to do for him, and that they will never see him again.

In his office, Angel is confronted by Hamilton, who says he knows Angel intends to kill Sebassis — Hamilton seduced Harmony, who betrayed Angel's plans. After Angel fires Harmony (who leaves after collecting Angel's pre-written letter of recommendation) he fights Hamilton. Hamilton knocks Angel across the room, asking if Angel really thought he could get away with killing Sebassis; Angel replies, "I already have." During the last meeting with the Circle of the Black Thorn, Angel poisoned Sebassis's demon servant, knowing that Sebassis drinks his servant's blood; he figured that Hamilton was the one he really needed to kill and knew that Harmony would tell Hamilton about Angel's plan. However, he admits that he expected the fight to be going better.

At Senator Bruckner's campaign office, Gunn arrives where he immediately begins fighting her vampire workers, while she casually chats on her phone, slandering her opponent in the upcoming election. Gunn kills the senator with a thrown axe, but is still surrounded by dozens of her vampire bodyguards. Spike, disguised in a long black robe, sneaks into the Fell Brethren's living quarters and lifts the baby out of a ceremonial bassinet. Faced with several angry demons, he goes into battle, with a sword in one hand and the baby in the other. Meanwhile, Illyria easily destroys Izzy and the other members of the Black Thorn when she ambushes them as they are getting into a car on a side street after leaving a local restaurant. Elsewhere, Lindsey arrives with Lorne at an apartment to fight the Sahvrin clan members. After killing all the demons, Lorne without warning, shoots Lindsey in the chest, revealing his one last job for Angel. Lorne tells him, "You're not part of the solution, Lindsey. You never will be." Lindsey dies, stunned it wasn't Angel himself who killed him, but instead one of his "flunkies." Disgusted with himself, Lorne drops the gun and leaves the scene with his parting words, "good night, folks".

At the mansion residence of Cyvus Vail, Wesley arrives where he pretends that he intends to kill Angel to asks for Vail's support to be accepted as Angel's replacement in the Circle of the Black Thorn. After a few minutes of conversation, Wesley surprises Vail by attacking him with magic. But, Vail quickly recovers and restrains Wesley with more powerful magic, then stabs him in the abdomen with a kukri. Wesley releases a final burst of magic, momentarily stunning Vail, and crashes to the floor. Illyria storms in, distraught upon finding Wes mortally wounded. She again offers to lie to him by appearing as Fred, and this time he accepts; he dies in her arms a few moments later. Vail awakens, to find a crying woman holding Wesley's body. Not knowing who Fred really is, he taunts her as she stands before him, calling her a little girl; she then transforms back into Illyria as her fist shatters Vail's skull with a single blow.

Back at Wolfram & Hart, Angel is losing the battle with Hamilton. Hamilton mocks Angel, reminding him that he couldn't save Doyle, Cordelia or Fred and asks why he continues to fight when he's signed away his Shanshu and will thus gain nothing. Angel replies that the people who don't care about anything will never understand the people who do. Unimpressed ("Yeah... but we won't care!"), Hamilton prepares to stake him, but Connor appears and knocks Hamilton away from his father. The two take on Hamilton together, but even with their combined strength, they cannot inflict a single bruise. Conner is knocked unconscious and the bloodied Angel is again thrown across the room. Hamilton boasts that the power of the Senior Partners runs through his blood. Angel says, "Can you pick out the one word you probably shouldn't have said?" Rushing at Hamilton, Angel assumes his vampire form and draws Hamilton's power by drinking his blood. After a few more minutes of fighting, Angel punches the weakened Hamilton to the floor, and then snaps Hamilton's neck. Connor revives as the entire building begins to shake and Angel tells Connor to leave, knowing that the Senior Partners are now unleashing their full wrath. Conner leaves Angel to his fate. Angel then goes to his office tries to convince Eve, who has taken refuge there, to leave the building, because Lindsey won't be coming for her. Angel runs out, while Eve wonders where she has left to go.

The survivors meet in the back alley of the Hyperion Hotel in the pouring rain. Angel arrives to find Spike already waiting, having successfully rescued the baby and destroyed the Brethren. Gunn shows up next, armed with a large battle axe having killed all of Senator Bruckner's vampire henchmen, but he is seriously injured. Illyria arrives seconds later and informs them of Wesley's death, saying that she grieves for Wesley and wishes "to do more violence." Suddenly, the vast armies of the Senior Partners — demons of all sizes, including a 100-foot-tall giant and a flying dragon — advance on the four survivors. As the demon army approaches, Gunn sarcastically says "you take the 30,000 on the left...". Illyria tells Gunn, from looking at his wounds, that he is mortally wounded and they will all last just ten minutes at best. Gunn staggers to his feet and defiantly states that they make their last ten minutes memorable. Angel expresses interest in taking on the dragon and the group goes into battle as the demon armies attack. As Angel swings his sword at the first of the attacking demon warriors, he utters his last line and the series' epitaph: "Let's go to work."

Production details

In the scene in which Mercedes McNab is in bed with Adam Baldwin's character, plastic inserts in her bra are clearly visible as she turns to the side. Ironically, Jeffery Bell jokes in the DVD commentary that she is "not a special effect", that she is quite real, despite the digitally added fake blood on her lip.[1]


Joss Whedon says of this episode, "This was not the final grace note after a symphony, the way the Buffy finale was. We are definitely still in the thick of it. But the point of the show is that you're never done; no matter who goes down, the fight goes on."[2] Whedon says that Angel is about redemption, "something you fight for every day, so I wanted him to go out fighting. People kept calling it a cliffhanger. I was like, 'Are you mad, sir? Don't you see that that is the final statement?'"[3]

Producer David Fury agrees, saying it was "the perfect way to end the series, and anybody who says otherwise is dumb." The central theme of Angel, Fury explains, is that "the fight never ends...You can't ever win but the fight is worth fighting. Any proper resolution of, 'Oh, we've defeated the demons, they've gone back to hell, let's get a beer,' just would have been absolutely wrong for that show." Part of Angel's story, Fury says, is that "everybody that he's ever been close to dies...he will always outlive the people he cares about."[4]


Christian Kane couldn't be on set for the final episode, so all the Lindsay scenes in this episode were written and shot about a month in advance.[1] Kane says that he was unhappy with the way his character ended the season, but mostly because the series ending came as a shock and "we’ve all just now gotten comfortable in our skin."[5]

Alexis Denisof, whose character was also killed in this episode, says that he "couldn't think of anything more fitting...the perfect human death of a human life."[6] Joss Whedon says he wouldn't have killed Wesley if the series hadn't been canceled, but that scene ended up being "one of my favorite moments that we shot... If you're going to go out, go out hard."[3]

Joss Whedon quashed the rumors that Sarah Michelle Gellar would appear as Buffy in an interview with TV Guide, saying he didn't want the finale to "revolve around a guest star." He added that "I want to end the show with the people who've been in the trenches together, the characters who have lived - and occasionally died - together."[7] Writer Jeffrey Bell elaborates, saying Gellar was intended to appear in the penultimate episode of Angel but couldn't make it due to other commitments. By the time the producers learned she was available for the finale, Bell says, "to force her into the very last episode to reread stuff that we already dealt with didn't make any sense."[7]

Main cast

Special guest stars

Guest stars


  • Ryan Alvarez as Pee Pee Demon
  • David Figlioli as Bartender
  • Mark Colson as Izzy

Arc significance

  • In the final episode of the series, Angel and the team make their stand against the Senior Partners and assassinate the Circle of the Black Thorn.
  • In this episode we learn that Connor did indeed remember his past during "Origin."
  • As Wesley dies he asks Illyria to lie to him, which mirrors a conversation Buffy has with Giles in the Buffy episode "Lie to Me" after a friend of hers has died. Illyria poses as Fred and tells him she loves him and they will be together soon.
  • The dragon Angel wishes to slay at the end of this episode turns out to be an ally in "After the Fall". Angel says that the dragon was deceived by Wolfram & Hart, and that he realized this not long into their fight.


  • Spike takes Angel's advice to "live the day as if it were his last" quite literally, as the poem he reads is a completed form of the poem that was originally read on his last day before being sired by Drusilla. This poem was introduced in Buffy Season 5's "Fool for Love." The completed poem reads:
My soul is wrath in harsh repose
Midnight descends in raven colored clothes
But soft, behold! A sunlight beam
Cutting a swath of glimmering gleam
My heart expands, 'tis grown a bulge in't,
Inspired by your beauty effulgent
  • Gunn chooses to spend his last day helping Anne, last seen in "The Thin Dead Line." Anne, played by Julia Lee, is a character who has sporadically appeared in both Buffy and Angel since Buffy's second season.
  • Before the end battle, Gunn says "Okay, you take the thirty thousand on the left…". This may be a reference to Over the Rainbow where, when confronted by a gang of Pyleans he sarcastically quips, "I'll take the twenty on the left, you take the fifty on the right."

Cultural references

  • Jesus Christ: When preparing for the final battle, Angel says, "this may come out a little pretentious, but one of you will betray me." In the same conversation after Angel says it's not Spike, Spike asks, "Can I deny you three times?" Both are references to the Last Supper and The Crucifixion.
  • Legion (demon): Marcus Hamilton, Angel's connection with the senior partners, says, "We Are Legion, we are Forever." which is a reference from Mark 5:9 and Luke 8:30 in the bible, when the devils refer to themselves as "Legion."


Reception and reviews

The series finale provoked mixed reaction from critics and fans, appearing on Zap2it's list of the worst series finales because "we never saw the end of the fight."[8] E! News quoted another fan as saying, "Well, that was the best first half of a season finale ever...what happened to part two?"[9] A different criticism came from Roz Kaveney, who argued that this episode was a classic example of "'Superhero Exceptionalism' - the idea that superheroes are exempt from normal considerations and entitled to ignore consequences." The characters' attempt at redemption via a single "gratuitous heroic act of defiance," Kaveney felt, was contrary to Angel's message that redemption was slowly earned one day at a time, case by case.[10]

Actor Boreanaz says he is "comfortable with the way they're ending it. It's very open-ended [and] goes out fighting."[11] Matt Roush of TV Guide praised the series finale, finding it "incredibly inspiring" that Angel continues to seek redemption despite signing away the reward promised by the Shanshu Prophecy. "The series retired with dignity, integrity — and, yes, soul," Roush writes.[12] This episode was nominated for a 2005 Hugo Award in the category of "Best Dramatic Presentation: Short Form."[13]


  • Italian title: "Non svaniremo" ("(We) Won't Fade Away")
  • japanese title: "正義は消えず" ("The Justice Doesn't Disappear")


  1. ^ a b Bell, Jeffrey, "Not Fade Away" (Commentary by Jeffrey Bell), Angel: Season 5 on DVD, Twentieth Century Fox, 2004.
  2. ^ "Angel Creator's Finale Post-Mortem", TV Guide News, May 20, 2004,{B24F473D-085D-4F47-B6F1-83E2ED2BF7E2}, retrieved 2007-09-18  
  3. ^ a b Robinson, Tasha (August 8th, 2007), Interview with Joss Whedon, A.V. Club,, retrieved 2/11/2008  
  4. ^ Jozic, Mike (September, 2004), Meanwhile Interviews: David Fury,,  
  5. ^ Christian Kane - Interview, 2004-04-18,, retrieved 2007-09-20  
  6. ^ Stafford, Nikki (2004), Once Bitten: An Unofficial Guide to the World of Angel, ECW Press, pp. 94, ISBN 1550226541,,M1  
  7. ^ a b Haberman, Lia (25 Mar 2004), "Angel-Buffy Reunion Spiked", E! News,, retrieved 2007-09-17  
  8. ^ Bobbin, Jay; O'Hare, Kate (May 4, 2006), (Un)Happy Endings: The best and worst of TV series finales,,0,5611072.story, retrieved 2007-09-18  
  9. ^ Godwin, Jennifer (21 May 2004), ""Angel" Signs Off...Or Does He?", E! News,, retrieved 2007-09-18  
  10. ^ Kaveney, Roz (2005), "A Sense of the Ending: Schrodinger's Angel", in Stacey Abbott, Reading Angel: The TV Spin-off With a Soul, I.B.Tauris, pp. 59–60,  
  11. ^ Potts, Kimberly (18 May 2004), ""Angel" Calls It a Night", E! News,, retrieved 2007-09-18  
  12. ^ Roush, Matt (5/20/2004), "Roush Dispatches", TV Guide News,{5A73E51A-259A-4663-A8AC-44F0B50FECD2}, retrieved 2007-09-18  
  13. ^ Hugo Awards,  

External links

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