In her apartment, Fred asks Wesley if he would have loved her; he tells her that he's always loved her, even before he knew her. She asks him to tell her parents that she wasn't scared. As she weakens, she says, "Please, Wesley, why can't I stay?" and then dies in Wesley's arms. As he begins to weep, her eyes turn blue. Fred's body twitches and sends Wesley across the room, where he watches her skin and hair turn blue. She stands up - now taken over by Illyria - and says, "This will do."