ANGEL : BEHIND THE FANGS

                                          TEASER

               We open on a series of black and white photographs, taken 
               from the set of "Buffy The Vampire Slayer" of Sarah Michelle 
               Gellar and David Boreanaz.

                                     NARRATOR (V.O.)
                         It was the summer of 1998. Following 
                         the success of "Buffy The Vampire 
                         Slayer", series creator, Joss Whedon, 
                         decided to spin the character of 
                         Angel off to his own series. But as 
                         the cameras began to roll, things 
                         soon took a horrible turn.

               We flash a few more pictures. Angel leaving Sunnydale, and 
               some quick shots from the first season of "Angel". Our theme 
               music plays as the logo comes up...

               ANGEL : BEHIND THE FANGS

                                                                  FADE OUT:

                                      END OF TEASER
 
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                                                                         2.


                                         ACT ONE

               FADE IN:

               INT. BUFFY SET -- SEWER -- NIGHT

               A scene from "Buffy" shows Angel telling Buffy that he's 
               leaving her and Sunnydale. 

               EXT. BUFFY SET -- SUNNYDALE HIGH -- NIGHT

               In a scene from "Buffy" we see Angel walking away for the 
               last time.

               INT. BUFFY SET -- BUFFY'S ROOM -- DAY

               Sarah Michelle Gellar is sitting on the bed, looking just 
               off camera at the person asking questions (this will be how 
               all the interviews of people will look)

                                     NARRATOR (V.O.)
                         When Joss Whedon decided to spin 
                         Angel off to his own series, the 
                         news came as a surprise to some of 
                         his fellow cast-mates. 

                                     SARAH
                         When I heard he was leaving I took 
                         it pretty hard. I didn't see how the 
                         show could survive without him.

               INT. NICK'S HOUSE -- DAY

               Nick is sitting in a chair, being interviewed.

                                     NICK
                         Me? I kinda saw it coming. And I 
                         can't say I wasn't a little happy. 
                         Not that I didn't like David, but 
                         the man just looks weird.

                                     NARRATOR (V.O.)
                         Though fans didn't agree.

               INT. DAVID GREENWALT'S OFFICE -- DAY

               Greenwalt is sitting at his desk.

                                     GREENWALT
                         We'd get tons of letters from young 
                         girls who were crazy about David. 
                         They just wanted more of him, so we 
                         decided to give him his own series. 
                         When we presented the idea to the 
                         WB, they immediately said "Go with 
                         it!"

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                                                                         3.


               INT. ALYSON'S HOUSE -- DAY

               Aly's on her couch.

                                     ALYSON
                         How could you go wrong with that 
                         idea? I mean... y'know, popular guy... 
                         own show. Duh, right?

                                     NARRATOR (V.O.)
                         Duh, indeed. Show creator, Joss 
                         Whedon.

               INT. JOSS' OFFICE -- DAY

               Joss is at his desk. Talking in his normal "Is he being 
               sarcastic?" way.

                                     JOSS
                         I had really big visions for the 
                         show. He'd be this cool super hero 
                         guy, and I'd be this woman in distress 
                         and he'd come save me and we'd run 
                         off together. But the network wanted 
                         someone who would look better in a 
                         tight sweater, so I went with 
                         Cordelia.

               INT. CHARISMA'S HOUSE -- NIGHT

               Charisma's in her kitchen.

                                     CHARISMA
                         I didn't know what to think, really. 
                         Joss asked me if I wanted to be on 
                         the show, and I was just taken back 
                         by the offer. I really wasn't sure I 
                         wanted to leave "Buffy" and all the 
                         friends I made.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I told her she either went with Angel, 
                         or Cordy gets killed off.

               INT. CHARISMA'S HOUSE -- NIGHT

               Right where she left off. 

                                     CHARISMA
                         But finally, I decided it would be 
                         best for me to go do something 
                         different.

------------------------------------------------------------------------------------------------------
                                                                         4.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I had to think of a really good reason 
                         for the characters to leave.

               INT. BUFFY SET -- BUFFY'S ROOM -- DAY

                                     SARAH
                         I was so sad when we had them breaking 
                         up. I was kinda hoping for a long 
                         distance relationship or something. 
                         I really wasn't prepared for the 
                         impact it had on me when we shot 
                         those scenes.

               INT. BUFFY SET -- AUDITORIUM -- NIGHT

               Another scene from the show shows Buffy and Angel dancing at 
               the prom.

                                     NARRATOR (V.O.)
                         They decided to have Angel leave 
                         Sunnydale and Buffy behind for good.

               INT. BUFFY SET -- ANGEL'S MANSION -- DAY

               Another scene shows Joyce talking with Angel about how Buffy's 
               a young girl who needs to live a normal life.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

               David Boreanaz sits on Angel's bed.

                                     DAVID
                         I thought it was great. I never saw 
                         it coming.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I had let David know about it when I 
                         first got the idea. I asked him if 
                         he'd mind leaving the show to go 
                         earn way more money on his own show 
                         and he jumped at the chance.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         It was sad leaving "Buffy" though. 
                         It was kinda like leaving high school, 
                         in a way.

------------------------------------------------------------------------------------------------------
                                                                         5.


               INT. CHARISMA'S HOUSE -- NIGHT

                                     CHARISMA
                         What did I think of my exit from the 
                         show?

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         It wasn't until about a month later, 
                         I said, "Crap! I knew I forgot 
                         something"

               INT. NICK'S HOUSE -- DAY

                                     NICK
                         Yeah, Charisma really didn't get a 
                         goodbye. That kinda seemed like a 
                         slap in the face. I didn't like that 
                         too much.

               INT. CHARISMA'S HOUSE -- NIGHT

                                     CHARISMA
                         I guess there wasn't time or 
                         something. I don't know.

               INT. ALYSON'S HOUSE -- DAY

                                     ALYSON
                         I don't think it would have been too 
                         hard for them to say "Hey, Cordy's 
                         leaving too!" But I guess they didn't 
                         want to bog down the show with too 
                         many departures.

               INT. BUFFY SET -- BUFFY'S ROOM -- DAY

                                     SARAH
                         Y'know, I think that to this day, 
                         she's the only character to leave 
                         the show without a goodbye.

               INT. SETH'S HOUSE -- DAY

               Seth sits in a bean bag chair.

                                     SETH
                         I thought that was weird.

                                     NARRATOR (V.O.)
                         And weird it was. Nevertheless, 
                         filming began on the pilot for the 
                         spin off in the summer of 1999.

------------------------------------------------------------------------------------------------------
                                                                         6.


               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         For the longest time, we actually 
                         couldn't think of a name for the 
                         show. I was like "'Angel : The 
                         Vampire'... no. 'Searching For 
                         Redemption'... no. 'The Vampire Who 
                         Had A Soul'... no. 'The Dark 
                         Avenger'... no."

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Finally, I walked in and saw him 
                         trying to think of names. I slapped 
                         him upside the head and said "Angel".

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Finally, we just decided on that.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         Working on the first episode was 
                         trippy.

                                     NARRATOR (V.O.)
                         Joining David and Charisma on the 
                         show was actor, Glenn Quinn.

               INT. GLENN'S HOUSE -- DAY

               Glenn is in a chair.

                                     GLENN
                         I thought it'd be cool to work on 
                         the show. I'd seen "Buffy" a couple 
                         times and thought the idea for "Angel" 
                         was neat. So I auditioned and got 
                         the part.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Originally, I wanted to use the 
                         character, Whistler, that we first 
                         saw on "Buffy" at the end of season 
                         2. But that fell through so we cast 
                         Glenn as Doyle.

------------------------------------------------------------------------------------------------------
                                                                         7.


               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I really liked the character. I 
                         thought he was really cool and added 
                         some comedy to the mix.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         Glenn played, Doyle. He was this 
                         kinda funny, horribly dressed guy 
                         who had a crush on Cordelia.

               INT. ALYSON'S HOUSE -- NIGHT

                                     DAVID
                         He was a drunk demon.

               INT. GLENN'S HOUSE -- DAY

                                     GLENN
                         He had all these weird spike type 
                         things coming out of his face, which 
                         was all blue, as a demon. But usually 
                         I just looked like a normal person.

               EXT. ANGEL SET -- OUTSIDE MANSION -- NIGHT

               In a scene from the show, Doyle drives Angel's car into the 
               gates of a mansion, trying to break them down, but hitting 
               the gates like a brick wall.

               INT. ANGEL SET -- ANGEL'S OLD APARTMENT -- NIGHT

               Another scene shows Doyle's first meeting with Angel.

                                     NARRATOR (V.O.)
                         As filming continued on the series, 
                         trouble began to brew.

               INT. SETH'S HOUSE -- DAY

                                     SETH
                         I went to the set to do an episode, 
                         and I could tell something was up. 
                         Glenn seemed a little off to me. I'm 
                         not sure what that was about though.

               INT. JAMES' HOUSE -- NIGHT

               James sits on his couch.

                                     JAMES
                         They wanted Spike to cross over for 
                         an episode, so I went there with
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                         8.


                                     JAMES (CONT'D)
                         Seth for a week. I didn't do much 
                         with Glenn, but I could see that 
                         Charisma wasn't as comfortable around 
                         him as she was normally with other 
                         people.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         I liked Glenn and thought the 
                         character was great. He and Cordelia 
                         really played well off of each other.

                                     NARRATOR (V.O.)
                         But all was not well.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Glenn was a little hard to work with. 
                         He'd show up late for work all the 
                         time, smelling of alcohol.

               INT. GLENN'S HOUSE -- DAY

                                     GLENN
                         So I'd go to work early, and David 
                         Greenwalt would lock me out of the 
                         lot, laughing at me and taunting me. 
                         Then he'd throw water balloons filled 
                         with whiskey at me.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         He was drunk, and late all the time. 
                         It really wasn't a fun way to work.

               INT. GLENN'S HOUSE -- DAY

                                     GLENN
                         So David finally pulls me into his 
                         office one day with Joss and tells 
                         me that I'm fired because I'm always 
                         late and drunk.
                              (beat)
                         That was a little weird.

               INT. ANGEL SET -- SHIP -- NIGHT

               A scene from the show shows us Doyle sacrificing himself to 
               save Angel and a group of demons.

------------------------------------------------------------------------------------------------------
                                                                         9.


               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         That was a hard episode to shoot. I 
                         thought the show lost a lot when he 
                         left.

               INT. GLENN'S HOUSE -- DAY

                                     GLENN
                         It took a long time to do that part 
                         where my face melts off. We had to 
                         put the makeup on and them match it 
                         up exactly where I was before. We 
                         had to keep doing that with all the 
                         different layers as the skin melted.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         Over and over. I felt sorry for the 
                         guy. I mean, whatever he did to get 
                         fired couldn't have been bad enough 
                         to put him through that.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I always get a kick out of watching 
                         Doyle. I thought that last scene of 
                         his was one of the show's great 
                         moments.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I really didn't want him to leave. I 
                         thought that maybe we could work it 
                         out with him or something. I loved 
                         the character.

                                     NARRATOR (V.O.)
                         But Doyle was gone, and his spot 
                         needed to be filled.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         When they told me that Alexis was 
                         coming onto the show, I was thrilled. 
                         I mean, losing Glenn was a big loss, 
                         but I love working with Alexis.

                                     NARRATOR (V.O.)
                         Stepping into Doyle's place was former 
                         "Buffy" character, Wesley Wyndham-
                         Price, played by Alexis Denisof.

------------------------------------------------------------------------------------------------------
                                                                        10.


               INT. ANGEL SET -- HOTEL LOBBY -- NIGHT

               Alexis is sitting on the sofa.

                                     ALEXIS
                         I was happy to go to work on the 
                         show. I loved working on "Buffy" and 
                         thought it would be really fun to 
                         develop the character some more. I 
                         was thrilled.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Originally, I wanted to have a few 
                         episodes with just Angel and Cordelia. 
                         I thought it would be interesting to 
                         show the void left when Doyle died.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Joss wanted to have a few episodes 
                         with just Angel and Cordy, but I 
                         thought we needed to get the show 
                         rolling as fast as possible. I don't 
                         like to keep things all heavy for 
                         too long. So I talked him into 
                         bringing Wesley in right after Doyle 
                         left.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         I thought we probably could have 
                         gone a few episodes before Wesley 
                         came in. I think it would have been 
                         nice to show that hole, but I think 
                         things worked out fine as it is.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Yeah, I wish we'd given it time.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         On "Buffy", Alexis and I had this 
                         whole weird attraction thing going. 
                         But when he was brought into "Angel", 
                         the writers, I guess, didn't feel 
                         that that plot was worth exploring.

------------------------------------------------------------------------------------------------------
                                                                        11.


               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I wanted to make the show accessible 
                         for people who didn't watch "Buffy". 
                         So I thought we'd let that plot just 
                         kinda be swept under the carpet.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         David Greenwalt thought it would be 
                         best if we didn't explore the fact 
                         that for half a season, we had these 
                         two character falling all over each 
                         other on "Buffy". So I kinda let 
                         that go after a while. I thought 
                         we'd just get back to that later.

                                     NARRATOR (V.O.)
                         But would there be a later? Coming 
                         up, we'll see how things got from 
                         bad to worse.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         ... and they held me down as I was 
                         screaming at them to stop...

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         ...he hit me over the head, and I 
                         just went out.

                                     NARRATOR (V.O.)
                         When "Angel : Behind The Fangs" 
                         continues.

                                                                  FADE OUT:

                                      END OF ACT ONE
 
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                                                                        12.


                                         ACT TWO

               FADE IN:

               We come back with some more stills from the show shown behind 
               the show's title.

                                     NARRATOR (V.O.) (CONT'D)
                         From the streets of "Buffy The Vampire 
                         Slayer" to his own show, we've seen 
                         Angel spin off to his own series. 
                         But things were not all well for 
                         this vampire with a soul. Troubles 
                         on the set forced producers to fire 
                         series co-star Glenn Quinn, and Alexis 
                         Denisof joined the cast. But were 
                         the troubles really all behind them?

               INT. ANGEL SET -- POLICE OFFICE -- DAY

               In the background we see the cast and crew working on a season 
               1 episode of the show.

                                     NARRATOR (V.O.)
                         As the cast and crew continued work 
                         on the show's first season, executive 
                         producer and Angel creator, Joss 
                         Whedon, could sense things were 
                         changing.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I went to work on morning and noticed 
                         that the writers were having a meeting 
                         without me.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Joss likes to talk about that like 
                         it was this big deal. But what 
                         happened was, he was working on 
                         "Buffy" the night before and came in 
                         late, so we started without him.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         Things started to get a little tense 
                         around here for a while.

------------------------------------------------------------------------------------------------------
                                                                        13.


               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         Joss came up to me one day and asked 
                         me what was going on. I had no clue, 
                         but I could see that things were not 
                         all well with him. That's when I 
                         kinda started to watch over my 
                         shoulder.

                                     NARRATOR (V.O.)
                         With tension on the set rising, the 
                         show's first season began to wind 
                         down, and actor J. August Richards 
                         was brought in to play, Gunn. The 
                         leader of a gang of vampire hunters. 
                         A role that would soon make him a 
                         regular on the show.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         We were trying to think of ways to 
                         expand the core of the Angel group 
                         and I thought up the character, Gunn. 
                         I thought he'd add some spice to the 
                         mix.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Greenwalt came into me one day and 
                         said "Joss, we really need to write 
                         a black person onto the show." I'm 
                         not a fan of writing in the token 
                         black character, or anything like 
                         that, so I said no. I told him that 
                         we could write the character into 
                         the show, but we'd give the part to 
                         the person that was best for the 
                         part. And I think we did that.

               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         I came onto the show at the end of 
                         the first season. I thought the 
                         character I was playing was really 
                         cool, and I was really excited about 
                         playing him.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         We put him in the last few episodes 
                         of the first season because we wanted
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        14.


                                     GREENWALT (CONT'D)
                         to give the audience some time to 
                         get to know him before we made him a 
                         series regular.

               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         He was this really strong, funny, 
                         smart character. I didn't really 
                         feel that I was being used just 
                         because of my race, which a lot of 
                         shows do. So I liked that.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         And I'd keep reading the scripts 
                         with Gunn and they'd have all these 
                         stereotypical lines in them that I 
                         didn't think were too realistic, so 
                         I would fix them up and I made the 
                         character less of a stereotype, and 
                         more of an interesting, complex 
                         person.

                                     NARRATOR (V.O.)
                         As the season rolled down, the plot 
                         thickened.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         I think a lot changed when the second 
                         season started.

                                     NARRATOR (V.O.)
                         When the writers came back to work 
                         on the second season, there were 
                         many differences.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I was sitting at my desk, writing 
                         down some ideas for the shows and 
                         there was this knock at my door.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         So I went to see Joss with a few of 
                         the ideas that I'd had.

------------------------------------------------------------------------------------------------------
                                                                        15.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         So he came into the office and stood 
                         behind me like he was reading over 
                         my shoulder. Then the next thing I 
                         knew, he hit me over the head and I 
                         just went out. Not unlike a light 
                         when you hit that over the head.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I guess his blood sugar was low or 
                         something. Anyway, he passed out. He 
                         likes to joke around, saying I did 
                         it, but that's just a joke.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Seriously. I am not joking. He hit 
                         me over the head. When I woke up, he 
                         was holding my hand, signing a paper 
                         for me, which said something about 
                         not allowing me back onto the "Angel" 
                         set ever again. I thought he'd fallen 
                         off his rocker.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         He signed that paper himself. He 
                         said that he couldn't handle running 
                         two shows, so I should just take 
                         over for him. I was surprised, but I 
                         wanted to do what was best for him. 
                         He has a weak heart, you know.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         A weak heart? He actually said that? 
                         My heart's fine. His might be two 
                         sizes too small, but mine is just 
                         fine.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I mean, Joss has helped with several 
                         storylines since he says we kicked 
                         him out.

------------------------------------------------------------------------------------------------------
                                                                        16.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         So as they're doing this all to me, 
                         I sarcastically yell "What are you 
                         gonna do? Have Angel fighting all 
                         those demons right in the open for 
                         the entire world to see?" And the 
                         next thing I know, that's what I see 
                         on the show. I mean... they bust 
                         into a gym that's filled with people, 
                         crash through a mirror and fight 
                         demons with about fifty people 
                         watching. C'mon... there had to be a 
                         better way into that place. The demons 
                         don't crash through the mirror every 
                         time they want to go home, do they? 
                         So anyway, I guess that's why my 
                         name is on that episode, saying I 
                         helped develop the story.
                              (beat)
                         I did manage to direct one episode 
                         though. "Untouched". That was pretty 
                         fun, but that's only because David 
                         Greenwalt called in sick with the 
                         flu, which I had nothing to do with. 
                         Really, I didn't.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I really thought that without Joss, 
                         we'd have never found the tone of 
                         season 2.

                                     NARRATOR (V.O.)
                         Joining the cast in it's second season 
                         on a recurring basis was actress 
                         Julie Benz.

               INT. JULIE'S HOUSE -- DAY

               Julie sits at her kitchen table.

                                     JULIE
                         Well, my character, Darla, had died 
                         in the first season of "Buffy". So 
                         when they told me that she was going 
                         to be brought back to life on "Angel", 
                         I was a little surprised. I mean, 
                         she's dust.

------------------------------------------------------------------------------------------------------
                                                                        17.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I never really totally got that 
                         either, but I thought it'd be cool 
                         to have Darla back. She was cool on 
                         "Buffy" so I didn't see how you could 
                         go wrong with that.
                              (beat)
                         But I guess I wasn't looking hard 
                         enough.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I really wanted to have the Darla 
                         story pack punch after punch. First 
                         we had her come back from the dead...

               INT. ANGEL SET -- MUSOLIUM -- NIGHT

               A scene from the show shows the ceremony they did to bring 
               Darla back.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Then we have it turn out that she's 
                         human. But she wants to be a vampire 
                         again.

               INT. ANGEL SET -- ANGEL'S HOTEL -- NIGHT

               Another scene shows Darla asking Angel to turn her into a 
               vampire again.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         And then we have it turn out that 
                         she's actually dying of the same 
                         disease that she had when she was a 
                         human.

               EXT.ANGEL SET -- ALLEY -- NIGHT

               Yet another scene shows Darla telling Angel that she's dying.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         And then she is turned back into a 
                         vampire by Drusilla.

               INT. ANGEL SET -- MOTEL ROOM -- NIGHT

               Another scene shows Drusilla turning Darla into a vampire.

------------------------------------------------------------------------------------------------------
                                                                        18.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         And that was all in, like, nine 
                         episodes!  I'm like, "Give it some 
                         time, man! Stretch it out!"
                              (beat)
                         But of course they couldn't hear me 
                         because of them kicking me off the 
                         Angel set.
                              (beat)
                         And of course, there were other 
                         problems with the show after they 
                         kicked me out. 

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         I started noticing that Cordelia 
                         wasn't even Cordelia anymore. It's 
                         like they wanted to turn her into a 
                         sitcom mom from the sixties or 
                         something. We actually film on the 
                         old Brady Bunch stage, so maybe Mrs. 
                         Brady took over the character or 
                         something. It was just so out of 
                         character for her, and that was hard 
                         on me because I'd spent so long 
                         building her up on "Buffy".

               INT. ANGEL SET -- HOTEL LOBBY -- NIGHT

                                     ALEXIS
                         I noticed that Wesley had changed a 
                         lot too. He was becoming more... 
                         useless. After a while, I started to 
                         wonder why he was even on the show.
                              (laughs)
                         Of course, I didn't want to ask the 
                         writers that!

               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         And then I started seeing the 
                         stereotypical lines start to appear 
                         in the scripts.

               INT. ANGEL SET -- COVERED PARKING LOT -- DAY

               In a scene from the show, we see Gunn talk about Denzel 
               Washington being robbed of the Oscar for "Malcolm X"

------------------------------------------------------------------------------------------------------
                                                                        19.


               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         I actually wanted to change that to 
                         "Hurricane", but they wouldn't let 
                         me. They thought that it'd be better 
                         to go with Malcolm, I guess.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Well, we certainly didn't want to 
                         ignore Gunn's race. I think that 
                         would have been wrong. So I wanted 
                         to show him embracing it more.

               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         Token black guy? I don't know. Maybe.

                                     NARRATOR (V.O.)
                         And eventually, things took a violent 
                         turn.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         So I went to the set one morning and 
                         noticed these really big, butch type 
                         of guys walking behind me. So as I 
                         walked onto the set, I walked up to 
                         David Greenwalt and asked what was 
                         up. I'd seen this happen before with 
                         Glenn.
                              (beat)
                         So before he answers me, the guys 
                         grab me and they were holding me 
                         down as I was screaming at them to 
                         stop. Then I see the hair stylist 
                         for the show walking up with scissors 
                         and she just cut off all my hair 
                         while they held me down. And, I mean, 
                         it looked horrible too.

               INT. ANGEL SET -- HOTEL LOBBY -- DAY

               A scene from "The Shroud Of Rahmon" shows Cordelia with her 
               shorter hair.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         and that happened a few times.
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        20.


                                     CHARISMA (CONT'D)
                         Eventually they started throwing 
                         these weird water balloon things 
                         that were filled with bleach at me. 
                         So my hair was like, blond. To this 
                         day, they won't let me grow it out 
                         again. 

                                     NARRATOR (V.O.)
                         As the show's second season went on, 
                         Greenwalt had more plans up his 
                         sleeve.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I really wanted to show the Wolfram 
                         and Hart story finally start to tear 
                         Angel apart. After all they put him 
                         through.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         So Angel locks all the lawyers in 
                         this wine cellar with Drusilla and 
                         Darla, and they're all killed. And 
                         then Angel fires the rest of the 
                         characters and goes off on some 
                         revenge mission.
                              (beat)
                         Of course, the dead lawyer thing was 
                         pretty much a ploy. At the start of 
                         the next episode, the two who really 
                         mattered to the show had somehow 
                         managed to find a lame excuse for 
                         surviving.

               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         We really didn't have much to do for 
                         the bulk of that season. We were 
                         really just there because we had to 
                         be.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         They'd usually throw us some really 
                         bad plot to go off with. Like, me 
                         getting attacked by a demon who gives 
                         me a third eye in the back of my 
                         head. I don't even know what the 
                         hell that was all about. But hey, I 
                         have a contract.

------------------------------------------------------------------------------------------------------
                                                                        21.


               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         So eventually, Angel ends up sleeping 
                         with Darla and instead of his soul 
                         being taken away, it's actually 
                         returned to him in a way. So he goes 
                         back to his friends.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Hey, I wasn't there. Don't ask me.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         For their first episode back as a 
                         group, I wanted one that would really 
                         hit home. So we invited Mercedes to 
                         come and do an episode as Harmony.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         Harmony was a "Cordette" in high 
                         school. That means that she was one 
                         of Cordelia's friends who kinda 
                         followed her around to be cool. She 
                         was turned into a vampire in my last 
                         episode of the show and I hadn't 
                         really had a chance to work with her 
                         since, so I had a blast working with 
                         her again. I love working with anyone 
                         from my "Buffy" days.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I think that was probably one of the 
                         better episodes of the season. There 
                         were a few things I'd change in it, 
                         but overall, it wasn't all too bad.

                                     NARRATOR (V.O.)
                         Also featured in the episode was 
                         Alyson Hannigan, "Buffy" co-star and 
                         girlfriend to Alexis Denisof.

               INT. ALYSON'S HOUSE -- DAY

                                     ALYSON
                         That was cool, being on "Angel". I 
                         didn't have any scenes with anyone 
                         in person, but it was fun to have 
                         Willow and Cordelia working off of 
                         each other again. I missed that.

------------------------------------------------------------------------------------------------------
                                                                        22.


               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         That was cool. I think that Cordelia 
                         really... I don't know if I should 
                         say this.
                              (beat)
                         But I will anyway. I think Cordelia 
                         worked better with the "Buffy" 
                         characters than the "Angel" 
                         characters.  It seems like that's 
                         where she fits more, whereas on 
                         "Angel" it's just like she's being 
                         thrown into the mix and doesn't have 
                         anything to do, really.

               INT. ANGEL SET -- HOTEL LOBBY -- NIGHT

                                     ALEXIS
                         I thought that was neat. I really 
                         enjoyed that a lot. It was a shame 
                         that I didn't get to work with her 
                         though.

                                     NARRATOR (V.O.)
                         But all would not be well with the 
                         cast for long. Coming up, things 
                         begin to crumble.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         ...and I read the script. I just 
                         remember thinking to myself, "What 
                         the hell are they doing?"

               INT. J. AUGUST RICHARDS' HOUSE -- DAY

                                     J. AUGUST
                         ...I think that was when I really 
                         realized that something just wasn't 
                         right at all.

                                                                  FADE OUT:

                                      END OF ACT TWO
 
------------------------------------------------------------------------------------------------------
                                                                        23.


                                        ACT THREE

               FADE IN:

               We come in with the pictures and the logo as usual.

                                     NARRATOR (V.O.)
                         After being spun-off to his own 
                         series, Angel developed a fan 
                         following of his own. However, behind 
                         the scenes, things weren't always as 
                         great as they seemed. Series creator, 
                         Joss Whedon had been assaulted and 
                         kicked off of the show's staff by co-
                         creator, David Greenwalt. And the 
                         cast had begun to feel the impact of 
                         this takeover.

               EXT. ANGEL SET -- PYLEA -- DAY

               A scene shows Cordelia first arriving in Pylea.

                                     NARRATOR (V.O.)
                         As the second season of the series 
                         came to an end, the writers decided 
                         to take the show in a different 
                         direction.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         The season was kinda dark, so I wanted 
                         to end it in a lighter way. To bring 
                         back some of the humor and fun to 
                         the show. So what I decided was to 
                         visit the home dimension of a 
                         character that we'd been toying with 
                         all season, the Host. Played by Andy 
                         Hallett.

               INT. ANDY'S PLACE -- DAY

               He's sitting on a couch.

                                     ANDY
                         That was fun. I loved doing the Pylea 
                         episodes and exploring the character 
                         more.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         I remember when I first got the script 
                         for the first episode set in that 
                         alternate dimension. We did three 
                         there.
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        24.


                                     CHARISMA (CONT'D)
                         I sat down and I read the script.  I 
                         just remember thinking to myself, 
                         "What the hell are they doing?"
                              (beat)
                         I mean, "Buffy" had some amazing 
                         episodes that season. Her mother 
                         dying, and a whole arc of episodes 
                         near the end that all tied into the 
                         finale. And this is the way we were 
                         going out? It wasn't even a good 
                         episode for a funny episode. It was 
                         just bad.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         While they were breaking down those 
                         stories for those last three episodes, 
                         I managed to sneak into the meeting 
                         they were having. And as David 
                         Greenwalt was calling security, I 
                         was just making fun of the idea, 
                         doing a little dance that was so 
                         stupid, but pretending that I wanted 
                         it to be in the episode. So it was 
                         put into the script somehow and on 
                         the day they were doing the filming 
                         for that scene, I snuck onto the 
                         set, and knocked out the extra who 
                         was supposed to do that part. While 
                         I was there, I tried take back control 
                         of the show. I had a few of my staff 
                         writers from "Buffy" come with me 
                         and we jumped the writers from 
                         "Angel". I'm pretty sure that Jane 
                         Espenson took out one of Tim Minear's 
                         eyes, but he has a glass one now, so 
                         you can't tell.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Joss is such the prankster. He faked 
                         this whole takeover of the show and 
                         it was just a hoot.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         But they had these really big guys 
                         dressed in demon costumes and they 
                         ended up kicking our asses off the 
                         set. But we so could have taken those 
                         writers!

------------------------------------------------------------------------------------------------------
                                                                        25.


               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         I wouldn't know about all of that 
                         stuff. I was too busy wearing an 
                         ugly bathing suit costume that they 
                         made me wear so they could show off 
                         my body. I was supposed to be this 
                         alternate dimension princess or 
                         something. Just watch any old Star 
                         Trek episode and you'll get the idea 
                         for those episodes.

               INT. ANDY'S PLACE -- DAY

                                     ANDY
                         And at the end of one of those 
                         episodes, they had my character's 
                         head cut off. I thought that was the 
                         end of me.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         But wait! He comes back to life in 
                         the next episode. I would never have 
                         seen that coming...
                              (beat)
                         I mean, if it hadn't happened three 
                         other times that season.

                                     NARRATOR (V.O.)
                         These episodes also introduced new 
                         series regular, Amy Acker as the 
                         character, "Fred". A woman who was 
                         transported to Pylea five years 
                         earlier.

               INT. AMY'S HOUSE -- DAY

               Amy's sitting in a reading chair.

                                     AMY
                         Fred is kinda insane. She was held 
                         prisoner for five years, so she's 
                         not really all there. But Angel saves 
                         her and she comes back to LA and 
                         joins his group.

               EXT. ANGEL SET -- PYLEA -- DAY

               A scene from the show shows us Fred getting Angel's attention 
               with a fist full of blood.

------------------------------------------------------------------------------------------------------
                                                                        26.


               INT. AMY'S HOUSE -- DAY

                                     AMY
                              (laughing)
                         Don't ask me how! I don't imagine 
                         there are many vampires in Pylea 
                         that she could have picked that up 
                         from.

                                     NARRATOR (V.O.)
                         As the second season came to a close, 
                         the "Angel" crew found their way 
                         back to Los Angeles, only to get a 
                         big surprise.

               INT. ANGEL SET -- ANGEL'S HOTEL -- NIGHT

               A scene from the show shows the "Angel" crew returning, and 
               finding Willow there to tell them about Buffy's death.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         We knew that we had to deal with 
                         Buffy's death somehow, and since 
                         Alexis and Aly are involved, we 
                         thought that'd be the best way.

               INT. ALYSON'S HOUSE -- DAY

                                     ALYSON
                         I got to work with Alexis and all of 
                         those guys again, so that was so 
                         much fun. I loved it. I wanted that 
                         to last forever. I wanted to raise 
                         my children on that set because I 
                         love those actors so much.
                              (beat)
                         I'd have to split the custody with 
                         the "Buffy" set though, I guess. 
                         It's only fair that way.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I told Aly to do that episode. She 
                         asked and I said she should.
                              (beat)
                         I had her bugging the set so I could 
                         keep an eye on it.

               INT. ANGEL SET -- ANGEL'S HOTEL -- NIGHT

               The set is empty. Nobody's there.

------------------------------------------------------------------------------------------------------
                                                                        27.


                                     NARRATOR (V.O.)
                         That summer, as the series was on 
                         break, Joss decided to take back the 
                         show.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I snuck onto the set, planning to 
                         take it back. But I must have tripped 
                         some kind of alarm because Greenwalt 
                         and Minear showed up and knocked me 
                         out.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         Joss is so much fun with his war 
                         games!

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         So I woke up in a box and they would 
                         throw food to me every couple days. 
                         I'd have to watch them come up with 
                         ideas for the new season as they 
                         tried to work them out. So I'd yell 
                         out the craziest ideas that made no 
                         sense at all. Like Darla being 
                         pregnant.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         That was all Joss. I thought it was 
                         a great twist. Another one to add to 
                         the Darla character.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         So I spent another day just banging 
                         my head on the side of the box, 
                         yelling that I was joking and that 
                         wasn't possible because vampires 
                         can't get pregnant. And I'd hear 
                         David Greenwalt on his computer, 
                         talking as he was on the "Buffy" 
                         board, talking about a musical "Buffy" 
                         episode, pretending to be me.
                              (beat)
                         That was the craziest idea I'd ever 
                         heard. But finally, my "Buffy" writers 
                         showed up and beat him down.
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        28.


                                     JOSS (CONT'D)
                         They let me out and by then the 
                         musical buzz was all over, so I 
                         couldn't not do it. So I had to write 
                         the musical. His prank actually turned 
                         out to be one of my shining moments. 
                         He never thought I could pull it 
                         off, but I showed him!

                                     NARRATOR (V.O.)
                         And as the third season began, the 
                         troubles did as well.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         One of the arcs they'd been working 
                         on was one where Cordelia's visions 
                         were starting to really damage her. 
                         And I thought that was a great angle 
                         to play with the idea. And the second 
                         episode of the third season was all 
                         about her visions hurting her. So as 
                         I was reading the script, I was 
                         excited to see what was happening. 
                         But they made it into some totally 
                         unrelated plot.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         So they put that plot on top of the 
                         arc they'd been working on for a 
                         while, and it just ruined the arc 
                         totally. They dropped it, and it was 
                         a horrible failure. They had the 
                         chance to really take this somewhere, 
                         but they decided to just let it 
                         fizzle. I guess that'd just what 
                         they do. Now they can't even go back 
                         to it or it will totally blow up in 
                         their faces.

                                     NARRATOR (V.O.)
                         Whatever happens with the show, one 
                         thing is certain. The drama will 
                         continue. On screen and off.

               INT. CHARISMA'S HOUSE -- DAY

                                     CHARISMA
                         I don't know, maybe I'll let my 
                         contract expire here, then beg to be 
                         let back onto "Buffy". They never 
                         cut my hair without asking first.

------------------------------------------------------------------------------------------------------
                                                                        29.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         I managed to expose David Greenwalt 
                         to the flu again, so I'll be directing 
                         episode 13. I'm planning on blowing 
                         up Wolfram and Hart, mysteriously 
                         misplacing Angel's baby, and giving 
                         some of the characters their own 
                         personalities. But they'll probably 
                         get to it and edit all the good stuff 
                         out.

               THE CREDITS START ROLLING OVER THE FOLLOWING SCENES. Parts 
               of the interviews that were cut from the main show.

               INT. SETH'S HOUSE

                                     SETH
                         I'm very helpful to this production. 
                         I answer one question. But without 
                         that question, the whole show wouldn't 
                         make sense.

               INT. NICK'S HOUSE -- DAY

                                     NICK
                         What is that? I keep hearing this 
                         weird voice saying things like "And 
                         then tragedy struck" and "And when 
                         things were bad, they got worse". 
                         Where is that voice coming from? 
                         It's scaring me.

               INT. CHARISMA'S HOUSE

                                     CHARISMA
                         Seriously, I think this show is one 
                         of the better shows on tv, in terms 
                         of writing.

               Her straight face  is suddenly lost by the hysterical laughter 
               that ensues.

               INT. ANGEL SET -- ANGEL'S ROOM -- NIGHT

                                     DAVID
                         Is my hair messy? It feels messy. 
                         There aren't any mirrors in here.

               INT. DAVID GREENWALT'S OFFICE -- DAY

                                     GREENWALT
                         I think the show is a great way to 
                         tell stories that really touch the 
                         heart.

------------------------------------------------------------------------------------------------------
                                                                        30.


               INT. JOSS' OFFICE -- DAY

                                     JOSS
                              (doing Greenwalt 
                              impersonation)
                         I think we should have flying monkeys! 
                         And where are those vampire raccoons 
                         I ordered!
                              (beat)
                         Someone cut Charisma's hair! It looks 
                         like it might have grown an inch! 
                         Shave it! Shave it!

               Joss breaks into a Dr. Evil laugh.

               INT. JAMES' HOUSE -- DAY

                                     JAMES
                         I always think of the shows as one 
                         body. "Buffy" is the brain, and 
                         "Angel" is the...

               His next word is BEEPED OUT.

               INT. JOSS' OFFICE -- DAY

                                     JOSS
                         Where are my monkeys! I want flying 
                         monkeys! And someone get a mirror 
                         for Angel's room. I think he should 
                         have a reflection in the next episode!

               INT. DAVID GREENWALT'S OFFICE -- DAY

               Greenwalt seriously takes in Joss' words because the 
               interviewer told him about them.

                                     GREENWALT
                         A reflection?
                              (beat)
                         Of course! Yes!

               He taps his intercom and it BEEPS.

                                     GREENWALT (CONT'D)
                         Mabel, get Tim Minear on the phone. 
                         We need a reflection for Angel in 
                         the next episode!

               INT. CHARISMA'S HOUSE -- DAY

               Charisma's still laughing like crazy. She talks as best she 
               can as she gasps for air.

------------------------------------------------------------------------------------------------------
                                                                        31.


                                     CHARISMA
                         I. Can't. Stop. Laughing!

                                                                  FADE OUT:

                                       END OF SHOW

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