There's an enormous shift in tone here, understandable considering the tragic hour it follows, but it's still something that rattles. As an introduction to Illyria, however, Shells is ridiculously successful. It's not the first time a character has been taken over by something evil (we've seen variations on this plot device repeatedly over the years on Buffy and Angel), but Amy Acker is so shockingly convincing as this cold, uber-powerful titan that you get completely suckered in by her character. A strange mix of Glory (with the minion worship), Anya (the total lack of understanding when it comes to humans) and some kind of relentless machine, Illyria is a wonderful addition to the cast.
With that in mind, Shells does a great job of subverting expectations. Whenever we've seen something like this before, there's always some form of get-out clause. But the idea that Fred's entire being and spirit has been entirely removed from any form of existence is insanely horrible, the show going out of its way to ensure that we don't think for one second that there's any chance of her coming back. Furthering that, though, Illyria quickly becomes a tragic character on her own. While we enter Shells believing she'll probably be the next big bad, Illyria turns out to be another example of the futility theme that is running through this arc. This is an event that has been in motion for millions of years, and yet it winds up a crushing disappointment when it's finally activated.
Illyria's temple is gone, her Army of Doom (a crazily melodramatic name that Spike hilariously mocks upon hearing it) has died out, and she's left *gasp* a 'shell' of her former self. Now she just hangs around, unable to actually do anything other than linger. It's just a wonderful concept, particularly after that stunning final scene in which Wesley offers to help her, but only because she bears the face of the woman he loved. This story is inherently heartbreaking, and the decision to make Illyria something of a victim in her own right is a ballsy, but successful, move.
You also feel so much for Gunn. Everybody was tempted by Wolfram & Hart's initial offer, but most of the ensemble have stayed true to their origins during the move. But Gunn experienced an enormous makeover as a result, finally becoming somebody greater than the directionless muscle that he was stuck as for so long. It's an addiction, though. When your power begins to depart, you do everything you can to get it back, in denial of any potential repercussions. It's another tragedy, and Gunn's guilt and Wesley's unstable anger over it are both so crushing in their believability.
Shells follows up on the grand sense of scope set by A Hole of the World, while remaining satisfying as a character piece, particularly in Wesley's characterization and how strong Illyria is as a new player. Jonathan M. Woodward is perfect as the horrifyingly grotesque Knox, and that final montage just breaks you. Some of the humor feels awkward at points, and I'm not sure Harmony's presence entirely works considering how awful everything is at this moment in time, but generally this is another ambitious game-changer for the show, pushing the cast into the deeper unknown. A-
Guest stars Mercedes McNab (Harmony Kendall); Jonathan M. Woodward (Knox); Marc Vann (Dr. Sparrow); Jennifer Griffin (Trish Burkle)
Writer Steven S. DeKnight Director Steven S. DeKnight