Disclaimer: Stargate and Angel are property of their creators and rightful owners. I just borrow them coz they rock.

Spoilers: Anything up to 'Fallen' (7x01) or 'Homecoming' (7x02) in Stargate, and anything up to 'A Hole in the World' (5x15) or 'Shells' (5x16) in Angel.

Note: I haven't seen all of Stargate but feel free to inform me of mistakes, as this story has not been beta'd. The timelines have been fractionally changed so that 'A Hole in the World' occurs roughly at the same time as 'Fallen'.

Note 2: The prologue is mainly a recap of both Stargate and Angel, for those who are not yet up to date. Parts of the Angel recap are taken from a transcript at buffyworld.com and some are from memory. I transcribed the Stargate recap. Somewhere along the way, it goes AU.

Summary: AU, Illyria, the ancient demon/goddess that was released from the sarcophagus and possesses Fred, is a powerful unknown alien entity. Continues immediately after the end of 'A Hole in the World' and the beginning of 'Shells'.

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Prologue: 00 - Illyria

***Fred's Apartment***

On her bed, Winifred Burkle sat shaking in the arms of Wesley Wyndham-Pryce's arms as the Illyria's invasion of her body slowly destroyed both her body and her soul, hollowing her out from within. Resting her head on Wesley's shoulder, she struggled for the strength to speak, to make her last requests. No more time for Angel to burst in and rescue her from certain death. She was losing, and soon Illyria would complete her invasion.

"I need you to talk to my parents," She managed between sobs of pain and despair, "Th.they have to know, I wasn't scared, and that it was quick, that I wasn't scared. Oh, god..." She gasped.

"You have to fight it," He tried to be strong for Fred, holding her arms, he tried to comfort and encourage her, "You have to talk. Just concentrate on fighting. You have to hold on."

"I'm not scared, I'm not scared, I'm not scared. Please, Wesley." She repeated. This was it; there was no saving her now. Leaning her head down on his arm, she felt her strength leaving her, "Why can't I stay...?"

Wesley watched as she took her last breath, her body going limp in his arms. Her unblinking eyes stared back up at him.

She was gone.

"Please..." he whispered, leaning forward he rested his face on her shoulder. Letting go he softly started crying, "Please..."

As Wes hugs Fred's limp body to his, Fred's eyes change into a crystal blue. Fred starts twitching and kicks her body away from him so hard that it sends him across the room and pushes her to the floor. On the floor, Fred's body convulses as Wesley watches in horror from across the room. Finally, Fred stands, but her hair, eyes, and the edges of her face are royal blue. Fred looks down at her arm and hand to examine it, flexing her fingers.

"This will do." She stated, studying her arm.

"Fred?" Wesley whispered hopefully, climbing to his feet.

Ignoring him, she approached the mirror, studying herself some more. Suddenly realization came to him. This was not his Fred.

"Illyria." His face fell, as he watched her.

She turned to him, her cold eyes glaring.

"My name." She began to walk to him, angrily, "You would presume to speak my name."

Wesley backed up a little as she approached him. She looked herself over once more.

"Because I have returned in the body of a human you think you can speak to me. It's disgusting." She snarled.

"Who is Winifred Burkle?" he asked her.

"I thought the humans would have long died out by now." She continued, as she studied him. "Instead you've grown bold."

"So you don't know who Fred is?"

"Nor care. Bleat at me no longer. We're done." She turns away from him, studying the room.

"Yes..." Bending down, he picks up a battle-axe, "we are."

He swings the axe at her neck. The blade shatters with a loud, metallic smash when it contacts Illyria's skin; she doesn't even flinch.

"Oh... now I remember," Looks at her body, "Winifred Burkle is the shell I'm in."

Sitting down on the bed, Wes looks at the floor. "She's the woman you killed."

Illyria turns to face him. "This is grief. I'm watching human grief. It's like offal in my mouth."

Wes looks up at her, his eyes widening with renewed hope, he stands. "If you stay here, you'll taste it every day, every second."

He walks over to the window. "Look. Humans rule the Earth."

At his word, Illyria hurries over to the window. Wesley continues, "They will last for millennia... like roaches crawling everywhere."

He moves to stand behind her, whispering in her ear. "Crying and sweating and puking their feelings all over you. Go back. Sleep until the humans are gone. They are stupid and weak. They'll kill each other off and you can return to the world you deserve."

His hand hovers over her shoulder, but does not touch her. "Leave this shell."

Illyria turns on him suddenly, "You seek to save what's rotted through. This carcass is bound to me. I could not change that if I cared to, but you have opened my eyes to truth. If the world is truly overrun by humans..." Putting her hand on Wesley's chest, she effortlessly throws him across the room into a wall. "…then I have work to do." She turns and leaves the apartment.

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***Wolfram & Hart Building - Science Lab***

The former head of the science department entered the science lab, pausing in the doorway, studying the contents of the room. Locating the object she was searching for, Illyria strode purposefully over to her sarcophagus. It was large and made out of some sort of stone. Slowly she runs her hand over it, inspecting it carefully. She studies the 5 large jewels embedded on top around the circular opening on the top of the sarcophagus.

'This world is not the same. Not how I left it.' She thought to herself, 'I must fix it.'

She began pulling off her clothes until she stood naked beside the sarcophagus. Holding her hand over one of the crystals that decorated the sarcophagus. A loud howling noise fills the room. When it stops, Illyria slaps her palm on the crystal. A thick, rubbery substance begins covering her body, starts covering her from the hand where she's touching the sarcophagus and then moves, creeping across the rest of her body. Eventually, she's completely covered in something that appears to be a bodysuit.

She turns to face the door where Angel, Spike, Gunn and some armed guards enter the room.

"Now it begins." Illyria states, before waving her hand toward the new arrivals.

A wave of some sort begins to spread throughout the room. When it reaches the others their movements slow down to super-slow-motion. As they try to approach her, they are virtually frozen. Illyria, able to move in real-time, calmly walks out of the lab, past the guards, without being noticed. Illyria walks out of the building, and disappears into the night, before the time stop wears off.

Angel sags in defeat upon noticing the room empty. He states simply, "She's gone."

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***Stargate Command, Cheyenne Mountain***

General Hammond stood in the gate room as the wormhole engaged. He was waiting for SG-1, Colonel Jack O'Neill, Major Samantha Carter, Teal'c and Jonas Quinn, to emerge from the stargate and what he saw when they finally emerged was a surprise. Returning with SG-1 was Daniel Jackson. Though he had been informed of his return, it still came as a surprise. As they descended the ramp, Colonel O'Neill gestured towards Daniel emphatically.

"Welcome back, Doctor Jackson."

"Thank you. Thank you very much." Daniel nodded to the general, before studying the gate room with interest.

"You have no memory of who I am?" Hammond asked.

"None whatsoever." Daniel replied.

"Neither do I, sir." Jack added jokingly. Seeing the look on the general's face, he stopped grinning and turned to Daniel. He gestured to the right, "Uh...that way."

Daniel walked off in the direction indicated by the colonel, followed by Jack, Sam, Teal'c and Jonas.

"Did I mention you owe me $50?" Jack added.

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***Somewhere in LA***

Standing on a building, looking out over the city with a look of concentration on her face, Illyria ponders her next move.

'I must get off this planet to find the forces I need to rid this world of the human plague.' She thought to herself.

Closing her eyes, she begins searching for anything that could help her leave Earth, to find an army. A sudden burst of energy catches her attention. It seemed to be a gateway connecting to something far away from Earth Locating the direction it came from; Illyria turned began to make her way towards the source of the energy. She doubted humans had the power or the knowledge to create such a thing, so she wondered how they got their hands on something so powerful, and how they knew how to use it. She would just have to find out when she got there.

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***An unknown place***

Two figures studied Illyria. One watched with concern, one with anger but both with dread. They feared for the Earth, but the first one knew, there was nothing they could do to interfere. The second was new, but they had been in time to witness the consequences for interference.

"This is so not good." Cordelia Chase, twice ascended, turned to her companion, an expression of concern on her face.

Her companion simply nodded her head with anger. Consequences be damned, she was not going to sit around and watch as Illyria planned her extermination of humanity...

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To be continued...

Reviews are good for my thought processes and motivation :)

And please, as this is unbeta'd, feel free to correct me, as I am quite sure there will be some mistakes in here, despite this being AU.

I promise that later chapters will be longer. This was just a prologue so it was short. Thank you!