As Angel and Spike travel to England to find a cure, Wesley remains in Fred's bedroom with her, comforting her as she fights bravely, but slowly begins to die. Angel learns that the only way to save Fred would be to draw Illyria back to the Deeper Well in England by using her sarcophagus as a beacon. However, thousands of others would die as Illyria's essence cut across the world back to the Well. Thus, Angel and Spike are forced to do nothing.

As she lies dying, Fred's mind begins to give way. Nearing the end, she panics, stating that Feigenbaum, a stuffed rabbit named for mathematical physicist Mitchell Feigenbaum who studied chaos theory, should be there. When Wesley asks her who Feigenbaum is, Fred replies that she doesn't know. Cradling her in his arms, Wesley stays with Fred until the moment she dies, after which her body is taken over by Illyria. "Why can't I stay?" are Fred's last words.

According to Illyria, Fred's soul is consumed, making it impossible for her to return from the dead or enjoy an afterlife. Later, though, Illyria states that there are remnants of Fred in the form of her memories, which are a source of confusion for Illyria. On occasion, Illyria takes on the appearance of Fred in order to go about unnoticed and to deal with Fred's parents.