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"Ballad of Fallen Angels" is the fifth session, or episode, of Cowboy Bebop.


Written by:

  • Michiko Yokote


Cast (uncredited):

Animation Director

  • Toshihiro Kawamoto

Mechanical Animation Director

  • Masami Goto


Mao Yenrai, Capo of the Red Dragon crime syndicate, and Carlos of the White Tiger crime syndicate meet at Mao's high rise to sign a truce agreement. They are both tired of the bloodshed that has affected their rival organizations. After they sign the deal, Carlos expresses his satisfaction and leaves with his group. Mao watches them leave, expressing his satisfaction, however, the ship explodes. Vicious, a member of the Red Dragon syndicate, and his henchmen burst into the room and kill everyone but Mao. Mao states the futility of his treachery, but Vicious doesn't respond. He then uses a sword, his weapon of choice, to kill Mao. Before he collapses, Mao insinuates that Spike being present would've kept Vicious from acting out against him. To this, Vicious pauses and smiles.

Jet and Spike find a new 28 million Woolong bounty is placed on Mao Yenrai for an unknown crime. Spike is ready to go after a lead they have but Jet is worried about the bounty and thinks Spike is hiding something he knows about Mao. Spike doesn't confirm this and, instead, asks Jet how he lost his arm, to which Jet doesn't respond, confronting him on its relevance.


In the middle of this, Faye arrives from shopping and tries to join the conversation but is told to stay out of their business. Spike decides to pursue his own leads and leaves the room with Jet yelling after him. As he takes off in the Swordfish II, Jet yells over the communications that he won't be responsible for him, but Spike, not skipping a beat, is all right with that.

Faye continues to read the bounty information and teases them about having a fight, but Jet turns the display off, calling her obnoxious and leaves the room. He digs more into the bounty information, but finds suspicious information. Faye, however, sees a video signal comes into the computer with a new lead on the bounty, and she answers the call. The lead takes her to an opera house where she can find Mao Yenrai at his box seat. She is dressed for the formal occasion, and passes herself off as Mao's date, not needing a ticket. She finds Mao's opera box, but, oddly, she's told she was expected and feels a gun in her back. Furthermore, the men know who she is, having done a background check and have the keys to her ship. She's told to sit through the opera performance. She looks over and, horrified, sees Mao's corpse. She also meets Vicious.


Spike, meanwhile, goes to see Annie, an old comrade from the Red Dragon. Now, she runs a shop and runs into Spike while chasing kids who stole something from the shop. She's horrified to see Spike, as she thought he died three years prior. She tells him what happened to Mao, fully aware of how Spike will react – by going after Vicious. She pours a drink for Mao, which Spike snags for himself. She also gives Spike a gun and bullets while realizing there's no point in dissuading him from engaging Vicious.

Cowboy Bebop Screenshot 0405

Back on the Bebop, Spike retrieves grenades and more guns. Jet tells Spike that Faye is off following whatever she thinks is a lead for the bounty. He also tells him he's walking into a trap – that Mao is already dead. Spike calmly says he already knows, but he has a debt to pay off. Jet decides to relate that he lost his arm by being headstrong, but Spike is resolute. Faye then calls in to the computer's video phone to ask them to rescue her from Vicious. Jet wants to leave her to her own situation, but Spike agrees, saying it's not for her.

Vicious Spike's confrontation

Vicious waits for Spike at a Cathedral. After a few brief words where Vicious explains he killed Mao for "losing his fangs," Spike hears Faye and draws his weapon. Her captor orders him to drop the gun, but is instead promptly killed by a bullet to the head. Spike then proceeds to kill the henchman and Faye escapes. Spike eventually races upstairs towards Vicious, killing people as he goes. On the stairs, Spike is hit, but he continues. He reaches a balcony next to a large stained-glass window where Vicious is hiding. They duel with gun and sword respectively, both drawing blood. At a quick stalemate, Vicious states that the same blood runs through them both, however, Spike says he's bled it all away. Enraged, Vicious ends the stalemate and they wound each other. Vicious then manages to grab Spike by the face and throw him through the window, but not before he deftly tossed a grenade behind him.


As Spike falls to the ground, his former life flashes before his eyes mixed in with the grenade's explosion through the window. The images speak without context but show Spike fighting alongside Vicious; Vicious in bed with Julia, and Spike walking underneath Julia's window with a bouquet of red roses, which he uses as a cover for a gun to fight. Spike then recalls a memory where he is recovering from injuries at Julia's place, and she is humming. In the present, instead, Spike is awoken from the memory, injured and back on the Bebop. It's been three days, and Faye was the one humming. She says he should be grateful for her, but, instead, he tells her she is off-key, prompting Faye to smack him with a pillow and storm off.


When angels are forced out of heaven, they become devils. You agree, don’t you Spike?
— Vicious
I'm just watching a bad dream I never wake up from.
— Spike Spiegel
I’ll wake you up right now.
— Vicious

Spike, do you know what your face looks like right now?
— Vicious
— Spike Spiegel
A ravenous beast. The same blood runs in you and me. The blood of a beast who wanders, desiring the blood of others.
— Vicious
I've bled all of that blood away.
— Spike Spiegel
Then why are you still alive!?
— Vicious



Among the weapons Spike prepared for the fight was a Ruger P85.

Themes and Motifs[]

  • Spike's Past: This Session plays heavily on Spike's unknown past and involvement with the Red Dragon crime syndicate. It is established that he once worked for Mao Yenrai, alongside Vicious and Julia, and possibly Annie. It is implied that Julia, Vicious and Spike were in a love triangle. It is not revealed in this session why Spike left the syndicate.
  • Jet's Past: Jet tells Spike that he got his cybernetic arm for being too gung-ho and running ahead of the game. The history of Jet's arm is revealed in "Black Dog Serenade".
  • Missed Bounty: Not collecting on Mao Yenrai's bounty is an example of the Bebop's crew missing bounties. Throughout the series they often either decide not to collect on a bounty or fail to collect.

Homages and References[]

  • Pippu Cola is a soft drink modeled after Pepsi-Cola. Jet is seen drinking a can of it on the Bebop.
  • The opera scene is reminiscent of the 1976 film Marathon Man, in which Roy Scheider's character enters a private opera box to find his contact propped up in a chair with his throat slit.
  • The climactic shootout at the cathedral is a homage to a similar scene from John Woo's 1989 film The Killer.
  • At the end of the episode, when both Julia and Faye are humming, they hum a tune that might be a homage to singer Sam Cooke humming "What Soul Represents".
  • In the signature scene in which Spike and Vicious exchange weapons, this references a similar scene in the movie “A Better Tomorrow 2” by John Woo.
  • The Cathedral is visually inspired by the Notre Dame in Paris.
  • The porno magazine the kids steal from the store was altered. In the original version, the model was topless, but in the [adult swim] version, she had on a bra. In current airings, it is no longer edited.


  • Although there is a carton of cigarettes on Annie's counter and a flashback to Spike's past with cigarettes on the ground, Ballad of Fallen Angels is the only episode where no characters are seen smoking.