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Television History

Millions of Years Ago, The Primordium

"In the beginning, before the time of man, great beings walked the earth. Untold power emanated from all quarters—the seeds of what would come to be known as good and evil. But the shadows stretched and became darkness, and the malevolent among us grew stronger. The earth became a demon realm." ~ Jasmine explaining the origin of the Old Ones and the Powers That Be.

Illyria was one of the legendary Old Ones, an original pure demon from the Primordium Age, that plagued the world before the time of man, and was one of the most feared and worshiped in that time. She ruled over the area of modern California from her temple Vahla Ha'nesh, which corresponds to modern-day Los Angeles, and commanded an Army of doom composed of thousands of demons, which she used to constantly make war on her rivals. She was loved and feared as few of the Old Ones were, so much so that she still had followers and acolytes in the modern day, arguably millions of years after her reign. When the Old Ones lost their claim and power over the world, Illyria was murdered by her rivals and her corpse 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.

Prior to her death Illyria planned her resurrection and revenge against the world. Illyria's army was locked in inside Vahla ha'nesh and the temple was put out of phase with our timestream in order to keep it hidden. Her temple and concealed army were rendered it completely immune to the outside world and utterly impenetrable, until she could return to open the gateway and enter it. By unknown means, Illyria's sarcophagus would teleport itself back to California, where her Qwa Ha Xahn, her high priest, would resurrect her. However, sometime in the passing centuries the army was destroyed, leaving only dust in its place.

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, which were 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.


Fred dying

Illyria's resurrection was masterminded by her worshiper Knox, who chose Fred -- with whom he had fallen in love -- as the vessel for Illyria's reincarnation. As pre-ordained, Illyria's sarcophagus is teleported to the general area of Los Angeles; however, 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. Knox plotted with Doctor Sparrow, who extorted Charles Gunn into signing the form freeing it from customs in exchange for his restored implanted legal expertise.

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. In order to maintain his cover, Knox claimed the sarcophagus was impenetrable to lasers and imaging beams. Curiosity draws Fred to the sarcophagus, and when she touches one of the coffin's embedded crystals, Illyria's essence in a gust of air was released directly to her mouth. Unknown to Fred, Illyria's spirit acted as an infection liquefying Fred's organs, hardening her skin, and allegedly consuming her soul.

Illyria, recently reborn, talking to Wesley

Fred was instantly infected, and was quickly examined by Wolfram & Hart doctors in an attempt to discover what was wrong, but apparently there was nothing wrong and Fred was fine. However, later when talking with Wesley on the stairs, Fred begins to sing as Lorne passes by. Lorne hears her singing and reads her future putting a look of dread on his face. Fred suddenly coughs blood into Wesley's face, but Lorne, knowing she was going to fall, manages to catch her so she doesn't fall down the stairs. It is discovered that Fred is being hollowed out and will soon be replaced by Illyria, and the doctors are unable to find a cure. Spike and Angel head to the Deeper Well in England in an attempt to find a cure, while Gunn, Knox and Harmony try back home, and Wesley takes Fred home and stays at her side.

The team was able to determine the origin of the sarcophagus, but when Angel and Spike went to the well to draw Illyria back, they learned that if the demon were drawn back to the Deeper Well, it would become the mystical equivalent of airborne and infect every person between LA and Cotswold, England; although the demon wouldn't be able to manifest itself, thousands would die in agony as parts of its essence invaded their souls to avoid imprisonment. Angel and Spike didn't call Illyria back to the Deeper Well, claiming that Fred wouldn't want them to save her at the cost of killing others.

Illyria gaining her costume

Back home, Knox lets something slip, revealing him to be an acolyte of Illyria, and the one who theoretically killed Fred by choosing her to be Illyria's new host. Gunn and Harmony try to get him to talk, but are unsuccessful. Fred's condition gets worse, to the point where even light hurt her. Wesley stayed with her until the very end, where after dying, her eyes shot open now an unnatural shade of light blue, as she began to tremor, she threw Wesley away, and she fell off the bed. When she got back up, Fred was no more. Illyria had taken over, also absorbing Fred's memories (which she later likens to "sparks").

Now with dark blue hair, icy blue eyes, and a blue tint across her forehead and down her arms Illyria began conversing with Wes, though much to her disdain. Disgusted upon learning that mankind still existed on the earth, and in fact ruled it, Illyria began taking steps to eradicate humans entirely. Illyria rescued Knox, its qua’ha’zon (or high-priest), from Angels' forces, then absorbed more power from the sarcophagus that had imprisoned it for millions of years, gaining a suit of skintight red leather and two large daggers in the process. Illyria threw Angel through two windows several stories off the ground, then revealed its ability to manipulate time while escaping from Spike, Wesley, and and a full Wolfram and Hart black ops team.


She sought out her temple which was located where modern day Los Angeles sits. It had Knox’s assistance to defeat the mystical locks placed on the gateway to its temple by Wolfram and Hart, but then Angel, Spike and Wesley intervened, Wesley shooting Knox and Angel and Spike tackling Illyria. They failed to stop her, but Illyria discovered that its original body - a tentacled horror that resembled something straight out of a Lovecraftian nightmare - and its waiting Army of Doom had passed to dust during the long millenia it was imprisoned. With nowhere to go, and strangely drawn to Wolfram & Hart by residual fragments left over from Fred’s memories, Illyria made a deal with Wesley; if the grieving ex-Watcher taught it how to live in our world, it wouldn't kill anyone in the process. She spent her nights with the oft-drunk Wesley and her days wandering the corridors of Wolfram & Hart.

Learning About Humanity

At first, everything went fairly well for Illyria, although she found certain aspects of humanity rather curious. For example, she was surprised that nightmares here were reduced to mere voices in the head, since in her time they had wandered the Earth freely, skewering anything in their path. She complained about how limited she felt in her present state, how now the things that she had once ruled could now easily crush her. Despite being an ancient god, she did have her humorous moments, such as when she ate a petrie dish while Wesley was trying to find her limits. She also went through other rather curious tests, such as Wesley sending Spike to test her physical limitations. Though Wesley hadn't planned for Spike to test Illyria's limits by trying to fight her, and then complaining when she wouldn't even tell him how she felt when he hit her. It was also revealed that she was capable of sensing other people's emotions (or at least discerning them), such as sensing that Spike had had a certain affection for Fred, or that Wesley was constantly grieving for Fred's loss.

Opening a portal to save Gunn

When Wesley mentioned to her that Gunn was trapped in Wolfram & Hart's holding dimension, Illyria opened a portal and rescued Gunn without hesitation, later noting the great debt that the group owes to her. In the process of finding Gunn, she destroyed 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 included talking to plants and training with Spike (or, more accurately, beating him up while he tried to ask her how she felt when he hit her and recorded the details on a clipboard). Although she criticized Spike's adaptability, declaring adaptation to be a compromise, Illyria enjoyed beating him up, expressing her desire to keep him as a pet.

Power Reduction

Illyria's overloading with power

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. Wesley did not actually plan to kill her (but told Angel that he did). He instead developed a gun which would remove most of her power, allowing her to coexist in this form without destroying herself or anyone else. Before Illyria can detonate again, Wesley uses a Mutari generator to extract a large portion of her power, effectively ending the threat. Illyria was reduced to a shadow of her former self, lacking her ability to open dimensional portals or jump through time, and her strength had also dropped considerably, although she was still far above the human norm.

Mutari Generator

As a result of the Mutari generator, she lost her temporal control, much of her invulnerability, a large portion of her strength, her ability to communicate with plants, and perhaps more that was never demonstrated. This loss devastated Illyria, as did the emergence of human emotions within her. She grew bitter and withdrawn after the loss of her powers, which she considered a significant defeat. Her primary emotional connection was with Wesley, who continued to help her adjust to the world. Wesley was later to discover that Illyria had another couple of abilities that nobody had been expecting; not only was she capable of feeling other's emotions to a certain degree, but she could also change her shape to look exactly like Fred. However, she only did it once, to stop Fred's parents grieving for their daughter's loss. After recognizing Wesley's feelings for the "shell" (Fred), Illyria wished to further explore Fred's relationship with Wesley; however, he rejected any possibility of accepting her in Fred's form. Wesley ordered her to never assume Fred's form again.

Power Play & Not Fade Away

Marcus Hamilton defeating a diminished Illyria

She also developed a connection with Spike, who related to her new found situation and treated her with acceptance and dignity, communicating easily with her and helping her venture into the world. However, things started to get dangerous when Spike and Illyria rescued Drogyn, the guardian of the well where Illyria had been kept for all those thousands of years, and he revealed that Angel had actually arranged Fred's death in order to join the Circle of the Black Thorn, a small, elite group of people that worked directly for the W&H Senior Partners, furthering such agendas as man's inhumanity to man and various apocalyptic scenarios. To be chosen to be a Black Thorn was to be the Senior Partners' instrument on Earth and many evil beings saw it as an honor. In order for Angel to join the circle, he would have had to give up the mantle of "champion" and kill one of his lieutenants just to get noticed by the circle members - and Fred was the sacrificed lieutenant.

After Team Angel received the recently attacked Drogyn, who believed Angel had been corrupted, Illyria was chosen to protect him. However, she was brutally beaten and humiliated by Hamilton, which fueled the Old One's extreme anger and motivated her to join the final battle against the Senior Partners. Angel then revealed to the others (after he fed off and killed Drogyn) that he'd never actually been serious about joining the Circle, nor had he killed Fred; he'd simply tried to make it something worthwhile rather than just a random accident. He had acknowledged that the Senior Partners would be there long after they'd all died, and he couldn't change that, but he was determined to show them that, even if just for a single moment, they didn't rule every little thing about the world, even though the cost would be his life and the lives of anyone helping him. Despite the sacrifice required, the entire team agreed to join the fight, although Lorne was privately disgusted about the whole thing and vowed to leave after his part was over.

Illyria comforting Wes

Spending what might be their last day alive off to do whatever they wanted, Angel had a cup of coffee with his son, Connor, Gunn spent some time with an old friend of his who ran a homeless shelter, Spike recited poetry in a biker's bar, Lorne sang in a club, and Wesley just stayed with Illyria, treating her wounds after her fight with Hamilton. Illyria boasts how she will smite and mutilate her enemies. Illyria and Illyria, Spike, Wesley, Gunn, Lorne, Lindsey McDonald, and Angel each were tasked with eliminating the members of the Circle of the Black Thorn. Before the team split up to tackle each member, Illyria then, unexpectedly, told Gunn to try not to die because he was not unpleasant to her eyes.

"Fred" mourning Wes

In the final struggle against the Black Thorn, Illyria was sent to tackle Izzerial the Demon, who commonly dined with three other members of the Order each night, and she promised to make trophies of their spines. Tackling them when they were driving away in a Sedan, Illyria destroyed them all, then heading to where Wesley had been challenging the circle's sorcerer, Cyvus Vail, out of what she realized was concern. Unfortunately, Wesley had been practically gutted by the powerful mage, and was near to death when Illyria arrived. Shifting into Fred, she told him she'd missed him, and assured him they'd be together soon. Wesley and "Fred" exchanged their love for each other before he died in her arms. During his death Illyria repeated "I love you" until the light left his eyes.

Illyria and the remaining team

Cyvus Vail then taunted Illyria in Fred's guise saying, "How very touching his meaningless death was, but this fight was never for mortals. Oh, (chuckling) take your best shot little girl." Filled with unexpected and uncontrollable grief, Illyria violently dispatches his murderer, Cyvus Vail, shattering his head with a single punch while assuming her Illyria form. After joining the rest of the team and informing them on Wesley's death, Illyria says she's feeling grief for him and can't seem to control it, wishing to "do more violence." Her wish was granted when the Senior Partners sent their army against the surviving member of Angel's team; Illyria joined Angel, Gunn, and Spike in the final battle against the demon army sent by the Senior Partners to punish Angel.

In Canonical Comics

Illyria: Spotlight

"Fred" visiting the courtroom

Following the end of the Angel Television Series, a one-shot comic was released revolving around Illyria's actions after her resurrection but prior to her powers diminished. This story is set during Angel Season 5, between " Underneath" and " Power Play".

A woman named Mrs. Balducci addresses the court in a Los Angeles courtroom. She asks for leniency for Alex Rich, the man who killed her son and three other people in a convenience store. The incredulous judge asks her why, because the defendant shows no remorse for his crime. A young woman stands up in the courtroom and asks if remorse would make a difference when someone was guilty of terrible things. The judge orders the woman to sit down, but Mrs. Balducci agrees with her. She says that rather than see Rich put to death, she wants him to be forced to live out his life in prison, endlessly watching videos of his victims' lives. She approaches Rich as she says this, and he leans forward and bites off the end of her finger. The judge immediately clears the courtroom and reschedules the sentencing, as Rich is dragged away.

Rich is antagonizing the guards in a prison transport when the vehicle is forced to stop on a desert road. The woman from the courtroom is standing in the road. Before their eyes, her clothes and appearance change to reveal her true self: Illyria. She hits the truck, knocking it onto its side. Deflecting the guards' bullets, she takes Rich, leaving the guards alive.

In a flashback at Wolfram and Hart, Illyria has somehow implied that Wesley would be interested in a relationship with her. Wesley calls her a monster, and she threatens him, saying, "I could break you in half, right now, and not shed a tear. Yet I don't. How does that make me a monster?" Wesley replies, "it doesn't. But the fact that you could do it and not shed a tear does." Wesley says that remorseless killing is inhuman. Illyria points out that Wesley killed Knox and shed no tears, and asks if that was a monstrous act. Wesley says it was, "but at least I recognize it." He states that he willingly gave up a piece of his humanity because Knox was no innocent - he killed Fred, the woman Wesley loved. Illyria asks if she would be more human than Wesley if she felt remorse for her role in what happened to Fred, and Wesley simply replies that she can't.

As they walk through the desert night, Illyria asks Rich why he feels no remorse for his actions. She wonders what it is that makes Rich human, and Illyria not. Rich points out that he was born human, when Illyria clearly was not. Suddenly, they are spotted by a police helicopter. Illyria leaps up to the helicopter, tosses the police officer inside to the ground, and orders Rich to climb aboard. She tells the pilot that he will live if he does as she says. Having been dropped off atop a desert butte, Illyria asks Rich why the judge wanted him to feel remorse. Rich replies, "he wanted to drag me down. Make me weak, like him." He says that he sees his victims as "livestock." He asks, "does a farmer feel remorse when he beheads some chickens?" Illyria says that he dehumanizes them; he thinks as them as animals, or vessels. She examines her own once-human body. Illyria then tells Rich that one of his four victims was a demon whose clan wanted justice. They had hired Wolfram and Hart to deliver Rich to them, which Illyria has just done. "And if you think of your fellow humans as animals, well," she says, "just imagine how the demons think of you."

In Texas, Roger Burkle arrives home to a surprise: his wife Trish tells him that their daughter, Winifred, has come home. She says that Fred has been upstairs for days, watching the family's old home movies of Fred over and over. As she watches the former life of her vessel, Illyria begins to cry.

At Wolfram and Hart, Wesley tells Illyria that their clients are pleased with the way she handled Rich's case. She tells Wesley that she did the job for him, to learn about remorse. Wesley asks if she found a way to feel regret for Fred; after a pause, Illyria says she didn't and walks away.

Spike: After the Fall

Illyria attempting to help depower Non by killing Jeremy

As revealed in Spike: After The Fall, As punishment for Angel's attack, the Senior Partners condemned the entire city of Los Angeles to hell. In the chaos that ensued, Spike found what appeared to be Fred, only to be hurt when she transformed back into Illyria. The new dimension was causing Illyria's powers to go out of control, and Fred's personality was surfacing at random in her body. As Spike and Illyria traveled through L.A., an ever-growing band of humans clung to them for protection, amongst them Jeremy Johns. Believing Fred to be vulnerable, Spike did his best to keep her in Illyria's form at all times to protect her from the carnage around them, denying her human contact and distracting her anyway he could. Spike and Illyria were eventually kidnapped by Non, a demon who absorbed power from humans. Non kept Illyria prisoner in a cage for over a month, before unsuccessfully trying to decapitate her. Spike and Illyria battled Non and her minions, who were being controlled by a Sadecki Demon named Noelle.

Noelle found herself unable to control Illyria because there was no humanity within her, and the manifestations of Fred were merely Illyria attempting to be human. "There's nothing human about her. She wants it! She's trying to force it... but there's nothing left but Illyria," says Noelle. When Non began to draw power from Jeremy, Illyria quickly murdered him, a decision which horrified Spike. Becoming increasingly unstable, Illyria began to skip through moments in time uncontrollably. With Non defeated, her minions began to follow Spike instead, who believed that their presence would encourage the mistrustful Illyria to remain in her demon form. Illyria and Spike took Non's position as Demon Lords of Beverly Hills, with the other Lords too afraid of Illyria to attack them.

Angel: After the Fall

Fighting Cordelia, the Dragon

In Angel: After The Fall, Illyria's powers and mental state became more erratic, and she defends Spike, whom she refers to as her pet, when Angel attempts to attack him. She battled Angel and his dragon when he tried to contact Spike. Spike told Angel that something was wrong with Illyria, and asked him to help her. Reuniting with the other members of Team Angel, Illyria reverted to Fred upon seeing Wesley, who had been returned to Earth in ghost form via his contract with Wolfram & Hart. She continued to alternate between personas, with Fred emerging when around those she cared about. She is assisting in the rescue of innocent humans from the hell-infested city of Los Angeles.

While Spike said he is the Lord of the area, it is Illyria who acts as the Lord of Beverly Hills, ensuring protection to the city, from the fact that the other Lords are too scared to attack her. She appears to have regained some of her former powers, as time became erratic during her fight with Angel in issue #3 and when Spider and Spike were talking in issue #4.In issue #5, Spike informs Angel that something is "wrong" with Illyria and hoped that he could help her. What exactly is wrong with her is revealed at the end of the issue, with Illyria transforming into Fred when she sees Wesley. In issue #6, it is revealed that Fred and Illyria have both been active in the same body since the advent of L.A. being sent to hell; it is later explained that seeing a face she cared about causes the Fred persona to become dominant, while dangerous situations will cause her to revert to Illyria. When the group returns to the Hyperion, Illyria reveals to the others that Angel is no longer a vampire.

Fighting Angel

Restrained by Nina at the Hyperion in the Fred persona, bearing witness to the rooftop battle between Angel's dragon and Gwen, she assumed the Illyria form and makes her way to the scene of the fight. Arriving after the fray, she finds Gunn (now a vampire working under the direction of visions from the Senior Partners) whose expression of desperate sadness having become a vampire is sufficient to see her revert back to Fred. Gunn planned to capitalize on Illyria's instability. He wounded her in her Fred form before causing her revert back to her original, primordial form. Gunn attempted to persuade Illyria to rewind time so that the Fall of Los Angeles would not occur, but Illyria, desperate and frustrated at its inability to create order and having what it wanted, instead vowed to destroy time itself.

Illyria Timeslipped to Her Original Form

It rampaged through Los Angeles, killing Groosalugg and many of Spike's minions, with Angel forming a plan to stop it. Telepath Betta George explained that Illyria believed it's actions were what Fred would want; Angel then instructed George to fill Illyria's mind with Wesley and Spike's memories of Fred so that it could understand the person Fred really was. "We show Illyria who Fred was. What she meant to us. What was taken away. And Illyria learns what it's trying to do is the furthest thing from who it was trying to be," said Angel to his team. With Illyria momentarily stunned, the Senior Partners' army took the opportunity and brought it down. The dying Illyria was restored when the Senior Partners reversed time to undo Angel's death at the hands of Gunn. Returned to Fred's body, Illyria had new found respect for human life and proceeded to aid Team Angel in their fight.

"Fred" Visiting Gunn

After the temporal fold, Illyria disappeared only to reappear guarding Gunn from the former Lord of LA, threatening them with the head of one the other Lords. "Heed my words. The Last Lord who ventured into Silverlake did not," said Illyria while holding the head of a former demon lord on a pike. Spike stated that she has continued to become even more unstable than before. While Gunn's other friends visited him, Illyria did as well. She read him "Green Eggs & Ham" by Dr. Seuss. When his friends stopped visiting, Illyria did as well, but she never stopped watching over him. She saved him from a number of attacks, namely a tentacled nurse who sought to exact justice on the "attempted destroyer of existence."

Illyria Protecting Gunn

When Non returned after time had been reset she went to visit Gunn. She sent Kenny, a dinosaur, to distract Illyria so she heal Gunn and propose an alliance between the two in order to rule the world. Gunn declined and attacked Non by taking them both out the window. Illyria arrived after beating Kenny, the dinosaur, and threw Non into the air away from she and Gunn. Illyria intended to Kill Gunn, but instead clothed him and took him to an apartment where she scribbled all the ways she could kill him on the wall. Illyria says that part of her, the important part, wants him dead, but killing him wouldn't solve anything. She said she wouldn't like him dead and that she is infected with humanity. Fred's memories and the memories of her friends implanted in her by Betta George influence her decisions.

Illyria says that they worshiped her and she didn't even have to threaten the. She says she cannot possibly be expected too live up to what her face demands and that she tried to make it right, but her face grew back. Gunn and Illyria take Non to the Mosaic Rehabilitation Facility For The Supernatural and then Illyria says they will have to kill her in the end, despite any treatment. She them tells Gunn that she "want[s] to control it" - meaning she wants to drive. Gunn reluctantly agrees to teach her. She was last seen in a car leaving Los Angeles with him. She asks Gunn if there will be battle still because she enjoys slaughtering armies and dragons. Gunn tells her that emotion/passion make people better fighters. Illyria's final words are "I am looking forward to getting in touch with my humanity," with a slight grin on her face.

Illyria's death

After this time, Illyira had apparently vanished. However Gunn was confident that Illyria was still around, and indeed she was. She introduced herself to Buffy by magically teleporting Buffy to a magical council that Illyria had since joined in LA. She informs Buffy that she must help them end the activities of Severin, or The Siphon, who has the ability to drain other people's power. He plans to absorb Illyria's ability to manipulate time to go back in time and save his girlfriend from death. The team goes out to fight Severin, however they are overpowered and the team teleports away. Soon after the team learns of Severin's plot, he attacks again. Illyria decides to stay and fight and teleport the team away again when it is necessary, however Severin begins to drain Illyria's powers and her teleportation ability malfunctions sending them to the wrong place. He continues to drain her powers to nothing, where she transforms back into Winifred Burkle, as she is now powerless.

Afterwards it is revealed that Buffy's sister Dawn is in a coma, because the magic that created the Key is slowly fading due to the destruction of the Seed. Illyria in her powerless form enters the Deeper Well with Buffy and Willow in an attempt to create a new Seed of Magic in order to save Dawn, using the power that Severin now has. Severin began to experience a power overload while creating the new Seed, and Illyria demands that Buffy and Willow escape in order to go and save Dawn. Illyria stays with Severin during the power overload, and is killed by the resulting blast of Severin not being able to control his power.


The full scope of Illyria's original and current power is unknown.


Manipulating Time

When Illyria takes over her new "shell," Illyria possesses tremendous physical strength. Spike likens a blow from Illyria to being hit by a Mack Truck. Her strength, reflexes, and agility make her a formidable hand-to-hand combatant. Illyria uses an ancient fighting style that Spike compares to Tae Kwon Do and Brazilian Ninjitsu. Although Spike's adaptability gives him an occasional advantage, Illyria dominates their sparring sessions. Her skin is a hardened shell, providing her body with a heavy armor capable of withstanding blows from forged weapons, such as swords or axes.

Illyria is aided in combat by her ability to selectively alter time, which allows her to easily dodge both attacks and bullets; she can accomplish a goal and leave an area before her opponent even realizes she has moved. She has only been shown altering the flow of time to produce a slow motion effect, though it is possible that she can alter time in other ways. She can also open inter-dimensional portals. In the episode "Underneath," Wesley Wyndam-Pryce comments on her not needing to sleep.

Illyria can alter her physical appearance on a basic level, and she is capable of recreating Fred's persona accurately enough to fool Fred's parents. She tells Knox that she can take any form she chooses. Illyria has empathic abilities that allow her to perceive the emotional states of others. She was, for instance, capable of sensing Connor's lust for her and Wesley's frustration with Angel as well as his grief over Fred's death. Illyria communicates with flora, often spending hours at a time communing with a plant. She is also capable of distinguishing humans (or "primitives") from demons, vampires, and other half-breeds (as most demons with human-like DNA structures are called in the Buffyverse), as well as other non-humans such as Marcus Hamilton (referring to him as a "creature").

Illyria retains the insights from her experiences as an Old One, which enable her to effectively analyze the power dynamics, personal motivations, and emotions that influence those around her. She is stronger than Spike and Angel combined (having proven at one point to be able to engage both in battle simultaneously and come out victorious).

Powers Diminished

Shifting from Fred To Illyria

After being drained by the Mutari generator, Illyria's abilities are significantly diminished. Her physical strength is decreased (although retaining a high level of strength, well above that of vampires and the vast majority of demons shown in the series), and she no longer has the ability to open portals, control time, or commune with plants. Wesley perceives that Illyria is no longer as invulnerable as she once was ("The Girl in Question"), and she is later beaten unconscious by Marcus Hamilton in "Power Play." However, she was shown to hold herself unarmed against a grown dragon at full strength, enduring a blast of fire from its mouth and being swallowed by it without visibly losing her taste for the fight - all this while sporting a stab wound to the torso which seemed to only offend and irritate as opposed to hurt her (a wound she received during a fight with Angel, which she won with practically no effort, although Angel was able to go toe-to-toe with her and do some damage).

In addition to this, she successfully kills several members of the Circle of the Black Thorn with minimal difficulty. She retains her ability to morph her physical appearance.

Angel: After the Fall

Her ability to alter time, while removed by the Mutari generator, seems to have at least partially returned as a result of the aftermath of L.A.'s relocation to hell. To what extent this ability can now be used has yet to be seen; during her fight with Angel, he reverted briefly to his former human self (Liam), his puppet self ("Smile Time") and a baby due to her manipulation of time, but the erratic nature of these shifts seems to indicate that she lacks any real control of her powers. Whether or not she has regained the rest of her powers (plant communication, interdimensional travel, etc.) remains to be seen. It was revealed that Illyria was still in control of all of her abilities prior to being diminished from the Mutari generator. After the destruction of the seed of magic, Illyria vanished. However it soon became clear that she had full control of her powers when she transported the slayer Buffy Summers from San Francisco to LA.

She brought Buffy in to help her and the mystical council she had become a part of fight against the Siphon (Severin). During a battle against Severin, Illyria's powers were drained. She reverted back to the form of Winifred Burkle, and is currently powerless.

Original, Old One Form

Presumably, in her true primordial form, she is a gigantic, cephalopod-like creature with strength proportionate to her size and massive tentacles which allow her to exhibit an otherwise superhuman grip. Briefly in Angel: After The Fall, Illyria returns to her Old One form after realizing she cannot truly become Fred. She displayed massive strength and durability.

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