"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 carries out a divide and conquer against the Black Thorn members, incurring the wrath of the armies of hell.
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 informs his friends 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. 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 bar and, after 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.
At Senator Bruckner's campaign office, 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 other members of the Black Thorn. As Lorne and Lindsey leave the dead Sahvrin clan, Lorne 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." Wesley attacks Cyvus Vail, who quickly recovers and restrains Wesley with magic, then stabs him with a large knife. 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. 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, 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. 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, then snaps Hamilton's neck. The building begins to shake and Angel tells Connor to leave, knowing that the Senior Partners are now unleashing their full wrath. Angel then tries to convince Eve to leave the building, because Lindsey won't be coming for her. Angel grabs a sword off his weapons rack and 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, 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 says you take the 30,000 on the left, while Angel expresses interest in taking on the dragon and the group goes into battle. As Angel swings his sword, he utters the series' epitaph: "Let's go to work."
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.
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." 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."
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." 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."
Actor Boreanaz says he is "comfortable with the way they're ending it. It's very open-ended [and] goes out fighting. 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. This episode was nominated for a 2005 Hugo Award in the category of "Best Dramatic Presentation: Short Form".