36/50 fictional female characters

I never enjoyed Angel as much as I did Buffy. But when I got to see Fred change into Illyria, I TOTALLY loved the Illyria character. So out of water, So powerful, but helpless do to not understanding our culture and time, Illyria is a contradiction. In the Angel series of comic books, Illyria is developed even more. She remains confused as to her motives, and her connection to the humans and demons are surrounded by. 

From Wikipedia
Illyria is one of the legendary Old Ones, an original pure demon from the Primordium Age who ruled territory including modern-day California. She was one of the most feared of all the Old Ones and ruled from her citadel, Vahla ha'nesh, which corresponds to modern-day Los Angeles. Illyria was eventually defeated and murdered by her many rivals.

As depicted in an illustration of a statue of her in Vahla ha'nesh, Illyria's original form was monstrous. Illyria had five tentacles on either side of her torso which she used like arms; flexible and dexterous to the point she could clutch and operate weapons with them. She had two claw-like feet that allowed her to perch, much like an eagle. The rest of Illyria's form is obscured by armor, but her humanoid shape suggests that her head and torso are in much the same configuration as a human's.
Illyria in her true form, standing before her demon army.

Illyria was loved and feared as few of the Old Ones were, so much so she still had followers and acolytes in the modern day arguably millions of years after her reign. When the Old Ones lost their claim over this world, Illyria's essence was placed in a stone sarcophagus, her powers drained and placed in jewels embedded on her coffin. Her sarcophagus was placed in a mystical graveyard known as The Deeper Well along with the coffins of other Old Ones. A warrior of good and his army were assigned to guard the Deeper Well to prevent anyone from extracting one of the coffins, as Old Ones are capable of resurrection. In the 20th century, the Keeper of the Deeper Well was Drogyn the Battlebrand.

Before falling, Illyria planned her resurrection. She hid her temple in a different time plane, rendering it completely intangible, until she could return to open the gateway and enter it. Illyria's army was placed there as well, waiting to be raised once again by its leader. In the passing centuries, the army was destroyed, leaving only dust in its place.
[edit] Resurrection

As pre-ordained, Illyria's sarcophagus is teleported to the general area of Los Angeles, but due to continental shifting, it ends up outside of the United States of America. Somehow, it is delivered to American soil, but is held up in Customs on its way to Wolfram & Hart. Dr. Sparrow manipulates Charles Gunn into releasing the sarcophagus in exchange for fixing his brain enhancements. Knox, Illyria's self-fashioned Qwa'ha Xahn (high priest) and the mastermind behind her resurrection, has the sarcophagus delivered to Fred Burkle at Wolfram & Hart's science lab. Curiosity draws Fred to the sarcophagus, and when she touches one of the coffin's embedded crystals, Illyria's essence is released into her body. Illyria's spirit acts as an infection liquifying Fred's organs, hardening her skin, and allegedly consuming her soul. After hours of agony, and despite Angel and Spike traveling to Illyria's former prison in an attempt to find a way to draw her out of Fred, Fred's body is completely taken over by Illyria, who also absorbs her memories (which she later likens to "sparks").

With the aid of Knox, Illyria attempts to bring about the destruction of humankind by resurrecting her ancient army. Despite the best efforts of Angel, Spike, and Wesley Wyndam-Pryce, she manages to fight off all three of them and open the portal to where her army is waiting, but soon she discovers it was destroyed long ago. Lost and without purpose, Illyria agrees to learn how to adjust to the modern world with Wesley's help, who is drawn to the ancient being that now occupies the body of his love. She spends her nights with the oft-drunk Wesley and her days wandering the corridors of Wolfram & Hart.

When Wesley mentions to her Gunn is trapped in a Wolfram & Hart-imposed pseudo-Hell, Illyria opens a portal and rescues Gunn without hesitation, later noting the great debt the group owes to her. In the process of finding Gunn, she destroys eleven torture units, two troop carriers, an ice cream truck, eight "beautifully maintained" lawns, and "rendered useless" dozens of Wolfram & Hart employees, according to Marcus Hamilton. At this point, her pastimes include talking to plants and training with Spike (or, more accurately, beating him up while he tries to ask her how she feels when he hits her and record the details on a clipboard). Although she criticizes Spike's adaptability, declaring adaptation to be a compromise, Illyria enjoys beating him up; at one point, she expresses her desire to keep him as a pet.

Eventually, Illyria's power becomes extremely unstable. To others, the Old One appears to be going mad. In truth, Illyria is being thrown out of linear progression of the timeline, altering her perspective as her power seeks a way to escape its shell. Initially, she kills Spike, Wesley, Lorne, and Angel in a confrontation, interpreting their actions as an attempt to kill her, but, during her time jumps, she drags an earlier version of Angel into the present, revealing what just took place before she detonates, potentially causing enough destruction to wipe out the continent. Fortunately, the explosion sends Angel backwards in time to shortly before Illyria killed the others, allowing Angel to use his new foreknowledge of their deaths to save his friends and calm Illyria down. Before Illyria can detonate again, Wesley uses a Mutari generator to extract a large portion of her power, effectively ending the threat.

As a result of the Mutari generator, Illyria is stripped of much of her super-strength, as well as her abilities to alter time and talk to plants. She grows bitter and withdrawn after the loss of her powers, which she considers a significant defeat. Her primary emotional connection is with Wesley, who continues to help her adjust to the world. After recognizing Wesley's feelings for the "shell" (Fred), Illyria wishes to explore her relationship with Wesley in a more sexual or romantic direction; he rejects any possibility of accepting her in Fred's form. She also develops a connection with Spike, who can relate to her newfound situation and treats her with acceptance and dignity, communicating easily with her and helping her venture into the world.

Illyria is brutally beaten and humiliated by Hamilton, which fuels the Old One's extreme anger and motivates her to join the final battle against the Senior Partners. In the Angel series finale, "Not Fade Away," Illyria, Spike, Wesley, Gunn, Lorne, Lindsey, and Angel each fight separate groups of demons from the Circle of the Black Thorn. After killing her demon victims, promising to "make trophies from their spines," Illyria seeks out Wesley and finds him dying. Perceiving his imminent death, she comforts Wesley in Fred's form. Filled with unexpected and uncontrollable grief, Illyria violently dispatches his killer, Cyvus Vail, shattering his head with a single punch—an action that does not begin to assuage her grief and leaves her with a strong desire to "do more violence." Her wish is granted when the Senior Partners send their army against the surviving members of Angel's team; Illyria joins Angel, Gunn, and Spike in the final battle against the Senior Partners.

Despite Fred's soul supposedly shattering in the process of Illyria taking over her body, Joss Whedon originally intended for Fred and Illyria to be split in two had Angel gotten a sixth season, as revealed by Amy Acker in an interview: "As I’m playing this new character now, it was just some stuff that he was going to do with her and bringing Fred back and getting to work with both characters."

In the canonical comic Angel: After the Fall, it is confirmed Illyria survived the final battle against the Senior Partners.
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