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.