"A DEATH-BLOW IS A LIFE-BLOW TO SOME"

                                          TEASER

               FADE IN:

               INT. OFFICE  - NIGHT

               A YOUNG GIRL (fifteen or sixteen years old) is alone in the 
               dark office, among many cubicles. She's dressed in nice work 
               clothes, with her hair pulled back. Currently flipping through 
               some files at one of the desks.

               She can't seem to find what she is looking for, so she opens 
               a drawer and begins to look through it. Finally, she comes 
               across the folder she's looking for. She pulls it out, and 
               opens it. She smiles and closes the file. She picks it up 
               and walks off with it.

               When she's gone, we see a SHADOWY FIGURE dart across the 
               background.

               INT. COPY ROOM - NIGHT

               The girl walks into the room and to the copy machine. She 
               quickly opens the file and begins to make copies.

               INT. OFFICE - NIGHT

               She's done making copies now, so she walks back into the 
               office. File in hand, as well as loose copies from the papers 
               within the folder.

               She walks back to the desk and puts the folder back in the 
               drawer. From the desk, she takes a highlighter and begins to 
               mark areas of the copied papers.

               From behind her, there's a NOISE. She looks up, startled. 
               She scans the room.

               GIRL'S POV

               The office. Dark. Nothing seems to be there.

               The girl decides that the noise was all in her head, so she 
               goes back to work.

               There's ANOTHER NOISE. The girl looks up again. This time, 
               she knows it wasn't in her head.

               She has what she needs here, so she turns off the light and 
               begins to walk out of the office. But before she can get to 
               the end of the row of cubicles, something jumps out at her. 
               The shadowy figure which we now recognize as one of the robed 
               men that we've seen attacking girls before.

               A word appears on the screen : LONDON

------------------------------------------------------------------------------------------------------
                                                                         2.


               The girl jumps back in shock, but quickly regains her 
               composure.  She kicks the robed man in the gut, and takes 
               off in the other direction.

               The robed figure quickly begins the chase her as she runs 
               through the maze of cubicles. She turns around a corner. The 
               figure follows her. When he does though, he can't seem to 
               find her. She's vanished.

               He slowly makes his way down the row in search of her. As he 
               walks, he pulls a knife from inside his robe, ready to kill 
               her.

               As he passes the cubes, he looks inside to check them out, 
               but finds nobody there.

               As he nears the last cube in the row, we see the girl, in 
               the last cube, climbing over the wall into the next row.

               The robed figure quickly runs around the office to catch up 
               to her.

               She (way ahead of him) runs down the row. She reaches the 
               end and turns down the main aisle. A door is within sight. 
               Hope. But as she nears it, ANOTHER ROBED FIGURE steps out in 
               front of it, blocking her.

               She stops short. She looks around, but the only places to go 
               are the cubes. She turns back, but the first robed figure is 
               coming from behind. Again, she looks around for anyplace to 
               go. Finally, she sees the door to the copy room. She bolts 
               for it, and rushes inside. The robed figures not far behind.

               INT. COPY ROOM - CONTINUOUS - NIGHT

               She rushes to close the door behind her and manages to get 
               it locked just in time. The knob jiggles.

               The girl backs away, keeping her eye on the door.

               There's a POUNDING. The figures outside are trying to break 
               in the door.

               The girl stops in the middle of the dark room. Nowhere to 
               go. Nowhere to hide. Knowing that he end is probably very 
               near.

               As she keeps her eyes on the door in front of her, she fails 
               to notice a THIRD ROBED FIGURE exit the shadows behind her. 
               He slowly gets closer and closer to her, pulling a blade 
               from his robe. His raises his arms to grab her. And just as 
               he gets near...

               ANGLE : THE COPY MACHINE

               The part where the copies come out. We stay on this as we 
               HEAR A STRUGGLE taking place. Finally, something slams into 
               the copy machine.

------------------------------------------------------------------------------------------------------
                                                                         3.


               More struggle, and then the machine comes to life.

               The struggle ends. And a moment later, a piece of paper comes 
               out of the machine.  An image of the girl's dead face, pressed 
               against the machine. It's followed by another copy. And 
               another.

               ANGLE : THE DOOR

               The robed figure unlocks the door and walks out. He joins 
               his friends outside and walks away.

               As we see the doorway, another figure walks by it. CASSIE 
               NEWTON. Walking by the doorway like a ghost.

                                     CASSIE
                         The hour is near.

               INT. BUFFY'S ROOM - NIGHT

               BUFFY lays, asleep, in her bed. With a gasp, her eyes shoot 
               open.

                                                             FADE TO BLACK:

                                      END OF TEASER
 
------------------------------------------------------------------------------------------------------
                                                                         4.


                                         ACT ONE

               FADE IN:

               INT. BUFFY'S KITCHEN - DAY

               WILLOW and DAWN are sitting at the counter, eating breakfast. 
               Willow is still dressed in her pajamas, but Dawn is ready 
               for school.

                                     DAWN
                         So how's it going? The healing, I 
                         mean?

                                     WILLOW
                         It's hard. Growing new skin is tricky. 
                         But it hurts less.

                                     DAWN
                         I actually meant the other healing. 
                         Y'know, from the being evil and trying 
                         to end the world.

                                     WILLOW
                         Oh.
                              (then)
                         It's good. I'm making progress, I 
                         think. Hard, but it's worth it. I 
                         feel like I might actually have a 
                         chance at being a person again.

                                     DAWN
                         Good. I'm happy for you.
                              (beat)
                         But just to be clear, I'm not sure I 
                         totally trust you. Don't get me wrong, 
                         I love you and all, but I'm not sure 
                         I like that you're still using magic.

               Willow's not quite sure how to respond.

                                     WILLOW
                         Oh. Well, if it helps any, I'm right 
                         there with you. If I could, I'd just 
                         get rid of the power inside of me, 
                         but it's not that simple. I messed 
                         up in a big way, and I can't just 
                         make that go away with a charm or a 
                         chant, y'know?

                                     DAWN
                         I get that.

               Dawn gets up to take her plate to the sink.

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


                                     DAWN (CONT'D)
                         Still, if you go evil again, I'll 
                         have to put the smackdown on your 
                         ass.
                              (beat)
                         Got school. Bye.

               With a perky smile, Dawn grabs her bag and walks out the 
               back door.

               As she leaves, Buffy walks in.

                                     BUFFY
                         Did Dawn leave already? I wanted to 
                         talk to her.

                                     WILLOW
                         Sorry. Hey, has she been watching 
                         UPN very much recently?

                                     BUFFY
                         Oh, cause of the scary thing?

               Willow nods.

                                     BUFFY (CONT'D)
                         She really got into the whole training 
                         thing over the summer. Started 
                         watching anything that involved 
                         hitting so she could study the form.

                                     WILLOW
                         Kinda like Bring It On, but with 
                         more violence and less cheering?

                                     BUFFY
                         Yup.

                                     WILLOW
                         Well, it looks like she did a good 
                         job of it.
                              (then)
                         What'd you wanna talk to her about?

               Buffy's not sure she wants to say.

                                     BUFFY
                         It's nothing.

                                     WILLOW
                         Buffy, I know when your holding back.

                                     BUFFY
                         I don't wanna get you all mixed up 
                         in this stuff too soon. You're still 
                         healing.

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


                                     WILLOW
                         My skin's almost back to normal.

                                     BUFFY
                         Actually, I meant the mental healing.

                                     WILLOW
                         Right. I have to stop confusing that.
                              (beat)
                         But really, it's okay. You can talk 
                         to me without worrying that I might 
                         skin someone.

                                     BUFFY
                         You sure?

                                     WILLOW
                         C'mon.

               Buffy sits down next to her.

                                     BUFFY
                         I've been having these dreams.

                                     WILLOW
                         Slayer dreams?

                                     BUFFY
                         Yeah, I think so.

                                     WILLOW
                         What about?

                                     BUFFY
                         Girls.

                                     WILLOW
                         Oh. I started having those dreams a 
                         few years ago too, Buffy. It's not a 
                         slayer thing.

               Buffy's suddenly not comfortable with the direction things 
               have taken.

                                     WILLOW (CONT'D)
                         I was joking.

                                     BUFFY
                         Moving on. The girls in my dreams 
                         are always murdered. They're attacked 
                         by these guys in robes who have 
                         knives.

                                     WILLOW
                         Ouch.

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


                                     BUFFY
                         I know. And it's always a different 
                         girl. All over the world. Germany... 
                         last night, it was London.

                                     WILLOW
                              (smiles)
                         Hey, I was just there.
                              (off Buffy's look)
                         Okay, not the point. So how do you 
                         know where they are?

               Buffy looks at Willow like she's about to reveal that she's 
               a nut.

                                     BUFFY
                         Subtitles.

                                     WILLOW
                         Subtitles?

                                     BUFFY
                         Yeah. Not like a whole foreign movie 
                         thing, just the location. When the 
                         girls speak, it's in English... though 
                         she did have a guy voice.

                                     WILLOW
                         Do you ever have nice, normal dreams?

                                     BUFFY
                         But the weird part is...

                                     WILLOW
                         Wait, the subtitles weren't the weird 
                         part?

                                     BUFFY
                         Uh-uh. The weird part is, last night, 
                         someone else was in the dream.

                                     WILLOW
                         Who?

                                     BUFFY
                         Cassie Newton.

                                     WILLOW
                         The girl who died?

                                     BUFFY
                         Yeah. She said that the hour was 
                         near. Whatever that means.

                                     WILLOW
                         Are you sure you weren't just dreaming 
                         of her because she was on your mind?

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


                                     BUFFY
                         I'm sure.

                                     WILLOW
                         Okay then. What do you want to do? 
                         Research?

                                     BUFFY
                         Research what? Guys in robes?

                                     WILLOW
                         I'll try a few things on the net. 
                         See what I come up with. Maybe I can 
                         track these girls down.

               Buffy smiles.

                                     BUFFY
                         It's good to have you back.

               Willow smiles back.

                                     WILLOW
                         It's good to be back.

                                     BUFFY
                         Meanwhile, I'll have to be back later.

                                     WILLOW
                         I thought you had the day off.

                                     BUFFY
                         Do. But there's something I need to 
                         check out at the school.

                                     WILLOW
                         Spike?

                                     BUFFY
                         Actually, no. I left something in my 
                         desk. Wanted to pick it up.

                                     WILLOW
                         Oh. Sorry.

                                     BUFFY
                         Anyway, I'm out of here.

               She gets up to leave.

                                     BUFFY (CONT'D)
                         Bye.

                                     WILLOW
                         Bye.

               Buffy walks out the back door.

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


               EXT. SUNNYDALE HIGH - DAY

               ANYA walks up to the school, stops and looks at it. She looks 
               very serious. Still deeply pondering the meaning of her 
               existence. Finally, she continues walking.

               INT. SUNNYDALE HIGH HALLWAY/CLASSROOM - DAY

               Anya now walks through the halls of the high school, looking 
               through doors, not sure how to find what she's looking for. 
               She hears something ahead. A VOICE, coming through the open 
               door of a classroom.

                                     TEACHER (O.S.)
                         Now, if you read through the chapters 
                         last night- as you were told to do, 
                         but if the blank expressions on your 
                         faces tell me anything, you didn't- 
                         you would have read some very 
                         interesting things about the Cold 
                         War. Can anyone tell me what factors 
                         played the primary roles in the Cold 
                         War?

               There's a long pause. Anya walks up to the doorway and looks 
               in. Observing. The TEACHER is standing in front of the CLASS, 
               looking like's he's fighting a losing battle.

               Finally, a FEMALE STUDENT hesitantly speaks up.

                                     FEMALE STUDENT
                         Nuclear weapons?

               The teacher looks up, thankfully.

                                     TEACHER
                         Yes. Now, can anyone tell me what 
                         year the Cold War started?

               Another long pause. Nobody is answering.

                                     ANYA
                         1945.

               Everyone in the classroom looks at Anya, wondering who she 
               is and why she's there. Anya looks at the teacher.

                                     ANYA (CONT'D)
                         Was I not supposed to do that?

                                     TEACHER
                         The fact that you did gives me a 
                         small amount of hope.

               Anya takes a step into the classroom.

                                     ANYA
                         May I?

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


                                     TEACHER
                         If you think you could do better.

                                     ANYA
                         Oh, I'm fairly certain that I could.

                                     TEACHER
                         Then, by all means.

               Anya smiles and walks in front of the class.

               INT. SUNNYDALE HIGH - OUTER OFFICE - BUFFY'S CUBICLE - DAY

               Buffy walks in and quickly goes to her desk and opens a 
               drawer. She fishes around for a minute.

               PRINCIPAL WOOD walks into the office behind her. He stops 
               when he sees her.

                                     PRINCIPAL WOOD
                         Buffy?

               Buffy stands up straight and looks at him.

                                     BUFFY
                         Hi.

                                     PRINCIPAL WOOD
                         Don't you have the day off?

                                     BUFFY
                         Oh. Yeah. I just came to =l9/something 
                         from my desk.

               She goes back to searching.

                                     PRINCIPAL WOOD
                         I'm glad I saw you. I wanted to talk 
                         to you about the work you've been 
                         doing.

               Buffy finds what she's looking for. A necklace. She pulls it 
               out of the desk, and closes the drawer with a smile.

                                     BUFFY
                         Gotcha.

               Then what Wood says finally registers. She turns back around 
               to him.

                                     BUFFY (CONT'D)
                         Huh?

                                     PRINCIPAL WOOD
                         I said I wanted to talk to you about 
                         your work.

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


                                     BUFFY
                         Yeah, I heard you. I'm just... 
                              (defensive)
                         I told you I wasn't even done with 
                         college yet, right? 'Cause I thought 
                         I made it pretty clear that I didn't 
                         know what I was doing.

                                     PRINCIPAL WOOD
                         It's okay. I wasn't going to say 
                         anything bad.

                                     BUFFY
                         Oh.
                              (then)
                         Really?

                                     PRINCIPAL WOOD
                         Really. Actually, you seem to be 
                         pretty popular among the students.

                                     BUFFY
                         Wow. Finally popular in high school 
                         and it's three years after I 
                         graduated.

                                     PRINCIPAL WOOD
                         Anyway, I wanted to congratulate 
                         you, and thank you. You've made the 
                         opening of the school a lot easier. 
                         A lot of kids were worried about 
                         coming here. Especially the ones 
                         with older siblings. But for some 
                         reason, they didn't seem to mind as 
                         much since you came onboard.

                                     BUFFY
                         Well thank you and you're welcome.
                              (beat)
                         I don't suppose this means I'll be 
                         getting a generous raise? 

               Wood looks at his watch.

                                     PRINCIPAL WOOD
                         Sorry.

                                     BUFFY
                         It was worth a shot.

                                     PRINCIPAL WOOD
                              (with a smile)
                         I should be going.  I have a call to 
                         make. Looks like I'll be working 
                         late tonight.

                                     BUFFY
                         On Halloween? Don't you have plans?

------------------------------------------------------------------------------------------------------
                                                                        12.


                                     PRINCIPAL WOOD
                         Did. But some pranksters tried to 
                         revive the old mischief night 
                         traditions and did a number on my 
                         files. 
                              (then)
                         I'll see you tomorrow.

                                     BUFFY
                         Bye.

               He walks into his office. Buffy smiles.

                                     BUFFY (CONT'D)
                         Yay, me. Getting good comments from 
                         the principal. 
                              (beat)
                         If Snyder could see me now.

               INT. SUNNYDALE HIGH HALLWAY/CLASSROOM - DAY

               Buffy is walking down the hall, on her way out. She hears 
               something. A voice from a classroom. Oddly familiar.

               She walks toward the room and looks inside. She sees Anya, 
               and is a little surprised and concerned at the same time.

               Anya is standing in front of the class, giving an enthusiastic 
               lecture. 

                                     ANYA
                         See, it's a common misconception 
                         that everyone who believed in 
                         communism was stupid. Some of them 
                         were actually quite smart, they just 
                         happened to be evil at the time, and 
                         have since seen the beauty of a 
                         capitalist society. It's not at all 
                         unlike the more modern misconceptions 
                         about the recent economic issues.
                              (to the teacher)
                         Should I go into that subject?

                                     TEACHER
                         Maybe another time.

                                     ANYA
                         Okay.

                                     TEACHER
                         We only have a few minutes left, 
                         really. But thank you for that... 
                         colorful history lesson.

               Anya smiles. Pleased with herself.

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


                                     ANYA
                         Maybe I could come back sometime and 
                         discuss the fall of the Romanov 
                         empire. You'd be amazed at what I 
                         could tell you about that little 
                         piece of history.

                                     TEACHER
                         We'll see.

               Anya is still smiling big. She turns toward the door and 
               sees Buffy there.

               Buffy gives her a "what the hell?" look. Anya walks to her, 
               and they continue to walk down the hall.

                                     BUFFY
                         What was that?

                                     ANYA
                         Well, I came here to talk to you 
                         about last week, and I happened across 
                         the class in progress. The teacher 
                         was being all boring and the students' 
                         were all confused, as so many 
                         teenagers are these days. So I thought 
                         I might be able to make it more 
                         interesting, since I was there and 
                         all.

                                     BUFFY
                         So you what? Decided to take over 
                         the class?

                                     ANYA
                         I was only going to say one or two 
                         things, but the teacher's facts were 
                         all full of holes and his details 
                         were so few and far between that it 
                         was no wonder the students looked 
                         like little deer that were about to 
                         be run over by a large truck.

                                     BUFFY
                         Well, I guess you do have more of a 
                         first hand take on the subject. Just 
                         don't let this become a regular event, 
                         okay?

                                     ANYA
                         I enjoyed it very much.

               Anya stops Buffy and looks at her very seriously.

                                     ANYA (CONT'D)
                         You wouldn't happen to know the annual 
                         income of a history teacher, after 
                         taxes, would you?

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


                                     BUFFY
                         Sorry.
                              (beat)
                         So, you came to see me?

               Anya remembers why she came.

                                     ANYA
                         Yes. I nearly forgot.
                              (beat)
                         I wanted to apologize for almost 
                         killing you.

                                     BUFFY
                         Almost killed me? Hardly. I had a 
                         sword through your...
                              (beat)
                         I mean- It happens. We all try to 
                         kill each other at some point, right?

                                     ANYA
                         Thank you for not being angry. With 
                         everything that's been going on in 
                         my life these days, I really don't 
                         want everyone I know to be upset 
                         with me.

                                     BUFFY
                         I get that. So how's it going? The 
                         whole search for selfness, I mean.

               Anya shrugs.

                                     ANYA
                         I've started a list where I can write 
                         down all of the things that make me 
                         me.

                                     BUFFY
                         What do you have so far?

                                     ANYA
                         Well...

               Anya pulls out her list and looks at it.

                                     ANYA (CONT'D)
                              (reading)
                         My likes are money, Elmer Fudd, and 
                         ginger ale. Dislikes are rabbits, 
                         telemarketers, and communism.

                                     BUFFY
                         Wow. Add long walks on the beach, 
                         and you're set.

                                     ANYA
                         Right.

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


               She pulls out a pen and writes on her list.

                                     ANYA (CONT'D)
                              (writing)
                         Dislike walks on beach.

               She looks back up at Buffy.

                                     ANYA (CONT'D)
                         The way the sand gets everywhere. 
                         It's not very sanitary at all.
                              (beat)
                         As far as my world views go, I think 
                         I've decided that I might be a 
                         republican, but I haven't narrowed 
                         my choices of religions just yet. 

               Buffy's not sure how to respond. 

                                     BUFFY
                         Good luck with that.
                              (beat)
                         Y'know, you don't have to come up 
                         with all of this at once.

                                     ANYA
                         What do you mean?

                                     BUFFY
                         I mean, you don't have to make all 
                         these decisions right now in order 
                         to be who you are. You're already 
                         Anya. You're a girl with a big heart, 
                         and an amazing personality- once you 
                         get used to it. 

                                     ANYA
                         When I'm not trying to murder people 
                         good and bloody.

                                     BUFFY
                              (moving on)
                         You're smart and funny. What you 
                         really need is more confidence in 
                         yourself. You don't have to become 
                         someone new, and decide on what makes 
                         you who you are. You just have to 
                         get up the nerve to be who you are, 
                         no matter what anyone else says.

                                     ANYA
                         I...

               She's not sure what to say.

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


                                     ANYA (CONT'D)
                         Not many people have ever spoken to 
                         me like that. Usually it's "Anya, 
                         you are much too literal and must 
                         alter that aspect of your 
                         personality", or "Anya, you have 
                         many good qualities when you're not 
                         speaking."
                              (beat)
                         Thank you.

                                     BUFFY
                         I only speak the truth.

                                     ANYA
                         And what your new counselor training 
                         tells you to say?

                                     BUFFY
                         That too.

               They walk through the front doors of the school just as the 
               BELL RINGS.

               EXT. SUNNYDALE HIGH - CONTINUOUS - DAY

               They walk down the front steps. Inside the school students 
               fill the halls. One of the students from the classroom, 
               TRACEY, runs out the front door. 

                                     TRACEY
                         Anya!

               Buffy and Anya turn back. Tracey catches up.

                                     ANYA
                         Yes?

                                     TRACEY
                         I just wanted to thank you for coming 
                         to class today. You really made me 
                         interested in the topic.

                                     ANYA
                         Oh. Thank you for saying that.

               Anya turns and starts to walk away again.

                                     TRACEY
                         Really.

               Anya turns back around.

                                     TRACEY (CONT'D)
                         The teachers can get kinda stuffy, 
                         and some of them don't really care 
                         if we actually get what they're 
                         saying.

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


               Buffy is listening to Tracey, but then she feels something. 
               Her Spider-sense is tingling.

               She looks at Anya and Tracey, wondering if it's just her. 

               She looks down to think for a moment, then looks back at the 
               others, just in time to see Tracey fall over.

               Anya catches Tracey's limp body in her arms.

                                     ANYA
                         Oh, God.

                                     BUFFY
                         Tracey?

               Then something touches Buffy. A slight shove that causes her 
               shoulder to go back a little. Buffy looks, but nothing is 
               there.

               Anya feels for a pulse on Tracey. She looks back to Buffy, a 
               sad look on her face.

                                     ANYA
                         There's no pulse.

               Buffy is shocked. What the hell just happened? She looks 
               around to see if anything is near.  

               On the other side of the school lawn, Buffy sees a girl 
               walking away. She can't make out the face clearly, but it 
               looks very much like Cassie Newton. 

                                                             FADE TO BLACK:

                                      END OF ACT ONE
 
------------------------------------------------------------------------------------------------------
                                                                        18.


                                         ACT TWO

               FADE IN:

               INT. BUFFY'S DINING ROOM - DAY

               Buffy, Willow, and Anya are sitting at the table. Willow's 
               working on her computer.

                                     WILLOW
                         She just fell over?

                                     BUFFY
                         Yeah.

                                     ANYA
                              (slightly shaken)
                         I was just talking to her and then 
                         she was dead.

                                     WILLOW
                         And neither of you saw anything else?

               Anya shakes her head. Buffy hesitates. Willow notices.

                                     WILLOW (CONT'D)
                         What?

                                     BUFFY
                         It's just that, I think I did see 
                         something.

                                     WILLOW
                         A demon?

                                     BUFFY
                         No. I don't think so.

                                     WILLOW
                         Then what was it?

                                     BUFFY
                         Cassie.

                                     WILLOW
                         Cassie Newton?

                                     BUFFY
                         Yeah. I mean, I didn't get a really 
                         good look, and it all happened really 
                         fast, but I could swear it was her.

                                     ANYA
                         Who's Cassie Newton.

                                     BUFFY
                         It's a girl I tried to help a couple 
                         weeks ago.

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


                                     ANYA
                         Oh. 

                                     WILLOW
                         She died. 

                                     ANYA
                         Well, then her being there isn't at 
                         all normal.

                                     BUFFY
                         Yeah, I noticed.

                                     WILLOW
                         Do you think this has something to 
                         do with your dream last night?

                                     BUFFY
                         I don't know.

                                     ANYA
                         You had a dream?

                                     BUFFY
                              (to Anya)
                         Yeah.
                              (to Willow)
                         I mean, I saw her in my dream, and 
                         then at the school. There has to be 
                         a connection, right? 

                                     ANYA
                         Are you two speaking English? I feel 
                         very much out of the loop right now.

               Willow hesitates to respond to Buffy.

                                     WILLOW
                         Buffy, are you sure it was her that 
                         you saw at the school? I mean, she 
                         was on your mind. Maybe it was just 
                         a girl who looked kinda like her.

               Buffy doesn't know what to think.

                                     BUFFY
                         I know. But it looked so much like 
                         her.

                                     WILLOW
                         Maybe that's just what you wanted to 
                         see.

                                     BUFFY
                         Maybe. But right before another girl 
                         just falls over, dead? That's how 
                         Cassie died, remember?

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


                                     WILLOW
                         But that was from a heart condition. 
                         There weren't any demons involved.

                                     BUFFY
                         I didn't see any this time either.

                                     WILLOW
                         But you said you felt something touch 
                         your shoulder.

               Buffy doesn't know what's going on. Her mind is racing.

                                     BUFFY
                         I don't know. I did feel it. But the 
                         girl looked so much like Cassie. 

               Willow looks back to her computer. She decides to humor Buffy.

                                     WILLOW
                         I'll see what I can find. But I can't 
                         promise anything.

                                     BUFFY
                         Thank you.

               Buffy stands up.

                                     WILLOW
                         What are you gonna do?

                                     BUFFY
                         As soon as it gets dark, I'm gonna 
                         patrol. See what I can see.
                              (beat)
                         Or not see, as the case may be. 

                                     WILLOW
                         You gonna take Dawn with you?

                                     BUFFY
                         Nah. She's still out looking for a 
                         Halloween costume to wear to the 
                         Bronze tonight night.

                                     WILLOW
                         I'd forgotten all about that. You 
                         going?

                                     BUFFY
                         Not sure. These Halloween celebrations 
                         tend to get pretty freaky.

                                     ANYA
                         There's a Halloween party at the 
                         Bronze?

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


                                     BUFFY
                         Yup. First annual. It's supposed to 
                         be cool.

                                     WILLOW
                         You should come, Buffy.  It'll be 
                         fun.
                              (smiles to Anya)
                         I'm gonna be a scarecrow.

                                     ANYA
                         Can I go?

                                     WILLOW
                         Yeah.
                              (to Buffy)
                         See, the whole gang'll be there. You 
                         have to go.

                                     BUFFY
                         I'll think about it.
                              (beat)
                         Wow. Only in this house can we go 
                         from talking about dead girls and 
                         demons, to parties and costumes in 
                         under thirty seconds. 

               INT. COSTUME SHOP - DAY

               Dawn is browsing around. Looking for the perfect costume.

               XANDER walks up behind her.

                                     XANDER
                         Hey there, little lady.

               She looks back, surprised to see him.

                                     DAWN
                         Hey. You looking for a costume too?

                                     XANDER
                         Yup. Not quite sure how I could top 
                         the one from the year before last 
                         though.

                                     DAWN
                              (smiles)
                         Oh, I loved that one. When you were 
                         the guy, with that thing.

               She gestures at his head as she mentions the "thing".

                                     XANDER
                         That will be hard to beat.
                              (beat)
                         So what're you going as?

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


                                     DAWN
                         Undecided at the moment.  Looking 
                         for something really cool though.  
                         Just incase we all turn into our 
                         costumes again.
                              (beat)
                         Last time, I was stuck as a pumpkin 
                         on some old lady's porch all night. 
                         Talk about boring.

                                     XANDER
                         Just make sure you don't rent your 
                         costume from Ethan Rayne, and you 
                         should be fine.

               Dawn looks away from Xander, unsure how to bring up the next 
               subject.

                                     DAWN
                         I just got off the phone with Buffy.

                                     XANDER
                         Really? Something freaksom going on?

                                     DAWN
                         Usual. Dead body, much research.
                              (beat)
                         But she mentioned that Anya might be 
                         coming to the Halloween party.

               Xander looks at her, suddenly not thinking much about 
               costumes.

                                     XANDER
                         She is? She said that?

                                     DAWN
                         Yeah. She's at the house helping 
                         Buffy and Willow. She was there when 
                         the girl died at school today.
                              (then)
                         But she didn't do it. Kill the girl. 
                         She was just there with Buffy when 
                         it happened.

               Xander thinks about this. Lets it sink in.

                                     DAWN (CONT'D)
                         Are you okay with this? With her 
                         being around and stuff?

               Xander takes a moment to come up with his reply.

                                     XANDER
                         Yeah. Yeah, I am. She needs to be 
                         around those who love her right now. 
                         She's going through a lot.

------------------------------------------------------------------------------------------------------
                                                                        23.


                                     DAWN
                         It's sweet of you to not weird out.

                                     XANDER
                         I never said I wouldn't weird out. 
                         I'll just save that for the actual 
                         party. It's always best to throw a 
                         fit in front of many people who can 
                         mock you relentlessly.

                                     DAWN
                         That's the spirit.

               Dawn looks back at the racks of costumes.

                                     DAWN (CONT'D)
                         Now, we should find costumes. I'd 
                         just go as me, but I did that last 
                         year.
                              (beat)
                         This is what I get for last minute 
                         shopping.

                                     XANDER
                         You'd think I'd have learned this 
                         lesson by now.

                                     DAWN
                         Hey, I think I saw a Don Rickles 
                         mask back there. Maybe you could use 
                         that.
                              (beat)
                         I think it was Don Rickles. I guess 
                         it might have been John McCain though.  

               Dawn looks up and sees something. A huge smile forms on her 
               face.

                                     DAWN (CONT'D)
                         Perfect.

               EXT. RESIDENTIAL STREET - NIGHT

               Buffy walks down the street. The houses all have Halloween 
               decorations out. Jack-o'-lanterns on the porches.

               KIDS and PARENTS go door to door, trick-or-treating. And 
               Buffy watches them. Remembering the days when she had that 
               care-free existence.

                                     BUFFY
                         Those were the days.

               She looks ahead. It's then that she sees something.

               ANGLE : BUFFY'S POV

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


               The back of a girl's head. Small. Blond, with touches of 
               blue.

                                     BUFFY (CONT'D)
                         Cassie?

               She begins to walk faster. To catch up with the girl. But as 
               she gets closer, the girl turns a corner.

               Buffy races around the corner, but when she does, the girl 
               is gone. She looks up and down the street. Confused.

                                     BUFFY (CONT'D)
                         Just for once, it'd be nice if the 
                         dead people were still there when I 
                         turned the corner.

               She looks around. The streets are much more crowded than 
               normal, with the flow of youngsters in costume.

               Then Buffy sees her again. Still walking away from her, down 
               the road.

                                     BUFFY (CONT'D)
                         Cassie!

               Buffy runs after her.

               EXT. DOWNTOWN SUNNYDALE -  NIGHT

               It's a short time later. The town is alive with festive 
               Halloween PEOPLE. Dressed in costumes. Laughing. Eating candy. 
               Being goofy. And there are a few kids too.

               From between two of the buildings, Buffy rushes out. She's 
               out of breath. She stops and looks around. No sign of Cassie 
               anywhere.

               She gives one final look around and decides to turn back. 
               She has noplace else to go.

               INT. BUFFY'S FOYER/DINING ROOM - NIGHT

               Buffy walks into the house and looks around. She sees Willow 
               sitting at the computer again, but this time, Willow is in 
               costume. Dressed as a scarecrow, with hay sticking out from 
               under her hat, and out of her sleeves. Buffy walks over to 
               her.

                                     BUFFY
                         Nice hay.

                                     WILLOW
                         Thank you very much. It's itchy.
                              (beat)
                         So any luck on patrol?

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


                                     BUFFY
                         Yes and no.

               Willow looks at her, a little confused. Buffy explains.

                                     BUFFY (CONT'D)
                         Nothing on our mystery death, but I 
                         did see Cassie again. I think.

                                     WILLOW
                         Really? Where?

                                     BUFFY
                         All over. She kinda led me across 
                         town then pulled a vanishing act. 
                         Finally, I just gave up and came 
                         home.

                                     WILLOW
                         I guess there wasn't much else for 
                         you to do.

               From upstairs, Dawn calls down.

                                     DAWN (O.S.)
                         Buffy? That you?

               Buffy looks back toward the stairs.

                                     BUFFY
                         Yeah.

                                     DAWN (O.S.)
                         Good. Can I borrow your lipstick?

                                     BUFFY
                         Which one?

                                     DAWN (O.S.)
                         Oh. The... hot coral?

                                     BUFFY
                         Yeah.

                                     DAWN (O.S.)
                         Thanks!

               Buffy turns back to Willow.

                                     BUFFY
                         How about you? Find anything on the 
                         net?

                                     WILLOW
                         Well, I did manage to hack into the 
                         coroner's system and pulled up the 
                         info on the girl that died today.

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


                                     BUFFY
                         Tracey.

                                     WILLOW
                         Right.
                              (beat)
                         But they haven't had time to do much 
                         looking into the cause yet, so I 
                         don't know. There weren't any marks 
                         or bruises though.

                                     BUFFY
                         Which tells me she wasn't beaten to 
                         death, which I knew. So this means 
                         that we're pretty much nowhere?

                                     WILLOW
                         Pretty much. Sorry.
                              (beat)
                         While I was getting ready, I did 
                         think of something I wanted to check 
                         out though. Give me a sec.

               Buffy waits as Willow goes to work.

               The front door opens. Xander walks in. He's dressed in a 
               tux. The same one he wore on his wedding day, and he doesn't 
               seem comfortable with it.

               Buffy looks back and sees him.

                                     BUFFY
                         Hey, Xand.
                              (re: the costume)
                         James Bonding it again?

                                     XANDER
                         Yeah, I... The tux was in the closet.

               Buffy realizes what tux it is.

                                     BUFFY
                         Oh.

                                     DAWN (O.S.)
                         Buffy?

                                     BUFFY
                              (yelling to Dawn)
                         What?

                                     DAWN (O.S.)
                         Can I borrow your black top with 
                         those weird sleeves?

               Buffy rolls her eyes, wanting to get back to Xander. 

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


                                     BUFFY
                         Yes.

                                     DAWN (O.S.)
                         Thank you!

               Buffy's about to say something to Xander when Dawn chimes in 
               again.

                                     DAWN (O.S.) (CONT'D)
                         What about those black boots you got 
                         last week?

                                     BUFFY
                         Fine. Whatever. Take the whole closet!

                                     DAWN (O.S.)
                         Thank you!

               Buffy waits a moment to make sure Dawn's gone. Then she turns 
               back to Xander.

                                     BUFFY
                         Dawn told me she bumped into you at 
                         the costume shop.

                                     XANDER
                         Yeah.

                                     BUFFY
                         So I guess she told you about Anya 
                         coming tonight?

                                     XANDER
                         Yeah. But it's cool though. She 
                         shouldn't be shunned because of what's 
                         happened. She's part of the group 
                         too.

                                     BUFFY
                         That's very mature.

                                     XANDER
                              (realizing something)
                         Oh, God.

                                     BUFFY
                         What?

                                     XANDER
                         I'm an idiot.

                                     BUFFY
                         Huh?

                                     XANDER
                         The tux. It's my wedding tux.
                                     (MORE)

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


                                     XANDER (CONT'D)
                         And Anya's gonna be at the party. I 
                         didn't even think... Should I change?

                                     BUFFY
                         I'm sure it'll be fine.

                                     XANDER
                         How could I be so stupid?

                                     BUFFY
                         Maybe she won't notice?
                              (then)
                         You could say you're going as you 
                         from the prom. Y'know, your first 
                         date with her. That way it's less 
                         depressing and way happier a memory.

               Xander sits down.

                                     XANDER
                         I'm finally in a good place with her 
                         again, and I'm gonna mess it up.

                                     BUFFY
                         You won't mess it up.

                                     XANDER
                         At least all my friends will be there 
                         to watch me totally ruin what's left 
                         of my relationship with her.

               He looks at Buffy and how she's dressed.

                                     XANDER (CONT'D)
                         You are going, right?

                                     BUFFY
                         Yeah. By costume's easy though. No 
                         fuss or muss to be had.

                                     WILLOW
                         See how simple it is when you do 
                         your shopping early?

               Dawn comes down the stairs, finally. Though, we don't see 
               her yet.

                                     DAWN (O.S.)
                         Okay, so what do you think?

               Buffy looks over at her. Her face drops.

                                     BUFFY
                         What the hell is that?

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


               REVEAL Dawn, standing in the doorway, dressed in Buffy's 
               clothes, with a Buffy-like blond wig, stake in hand, and a 
               grin on her face.

                                     DAWN
                         I'm you.

                                     BUFFY
                         I see that. Why are you me?

                                     DAWN
                         C'mon. It's just me having fun.  By 
                         the time I got to the shop, all that 
                         was left were some wigs. 
                              (beat)
                         I'd have gone with a black wig and 
                         raided Willow's closet for my costume, 
                         but I didn't think we'd put enough 
                         space between us and those issues 
                         just yet.

               Willow would probably make a comment, but she finally finds 
               what she was looking for.

                                     WILLOW
                         Uh... guys?

               They all look back to her.

                                     BUFFY
                         You find something?

                                     WILLOW
                         I think so. It's Cassie's website.  
                         It's been updated.

                                                             FADE TO BLACK:

                                      END OF ACT TWO

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


                                        ACT THREE

               FADE IN:

               EXT. RESIDENTIAL STREET - NIGHT

               Trick-or-treaters are still going from house to house. Parents 
               still watching them. Fun is being had.

               Walking along the sidewalk are two teens. A BOY and a GIRL. 
               The girl holds a piece of paper in her hands.  

               Both of them are either very happy campers, or very drunk 
               ones. They walk and laugh. 

               There's a NOISE behind them. Like a stick breaking.

               The girl turns around.

                                     GIRL
                         Did you hear something?

                                     BOY
                         No.

               She turns back, still sure she heard something. Suddenly, 
               the boy next to her falls over. The girl looks down at him.

                                     GIRL
                         Get up, trippy.

               But the boy does not move. The girl grows concerned.

                                     GIRL (CONT'D)
                         Hey.

               She bends down and gives her friend a shove. He's limp. And 
               she now sees that his eyes are wide open. The look of death 
               on his face. She GASPS and is about to run when she too falls 
               to the ground, dead.

               Around them, the trick-or-treaters continue to laugh and 
               play and beg for free candy.

               ANGLE : THE GIRL'S HAND

               She releases the paper. It blows in the wind, and we now see 
               that it is a flier for the party at the Bronze.

               INT. BUFFY'S DINING ROOM - NIGHT

               Where we last saw everyone here. Willow's just told them 
               about the site.

                                     BUFFY
                         Updated? How?

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


                                     WILLOW
                         There's a new poem.

               Buffy goes around and looks at the computer as Willow brings 
               up the new poem.

                                     BUFFY
                              (reading)
                         This is the onset of my eternal 
                         suffering. The sorrow I will feel 
                         until the end of time. It covers me. 
                         Devours me like a monster that has 
                         crossed my path in the woods. It 
                         knows my fear, but does not care. It 
                         knows my sadness, but does not relent. 
                         It is forever.

                                     WILLOW
                         It's not the best of the bunch, but 
                         it sounds like her.

                                     DAWN
                         Cassie? She's dead.
                              (off a look from Xander)
                         Which really should start to mean 
                         something one of these days.

                                     BUFFY
                         But how? Why?

                                     WILLOW
                         Maybe she had some unfinished 
                         business.

                                     XANDER
                         What, like killing people?

                                     DAWN
                         You think Cassie killed that girl 
                         today?

                                     BUFFY
                         No. Cassie would never kill. She 
                         wasn't the type.

               Everyone is very confused.

                                     DAWN
                         So much for the party. I'm gonna go 
                         get changed.

               Dawn starts to walk away. 

                                     BUFFY
                         No.

               Dawn stops and looks back.

------------------------------------------------------------------------------------------------------
                                                                        32.


                                     BUFFY (CONT'D)
                         It's not exactly like we can do 
                         anything here. Besides, Halloween 
                         celebrations can sometimes get a 
                         little weird in this town.

                                     XANDER
                         You think we should go?

                                     BUFFY
                         I'm not sure what is going on here, 
                         but if it's going to attack anywhere, 
                         it'll probably be the party we were 
                         planning to go to.
                              (off their looks)
                         Well, look at the statistics. Do we 
                         ever go to a party that isn't attacked 
                         by something?

                                     WILLOW
                         She has a point there.

                                     BUFFY
                         I'm gonna go get changed. Be ready 
                         to go.

               Buffy walks out of the room, upstairs.

               Willow closes her laptop.

                                     WILLOW
                         I wish we had more to go on. Something 
                         to look up somewhere.

                                     XANDER
                         These things have a way of being 
                         worked out. We just have to gather 
                         more info. Buffy's right.

                                     DAWN
                         Plus, fun party.

               INT. THE BRONZE - NIGHT

               The place is decorated with all kinds of different Halloween 
               decorations. It hardly looks like the same place that we 
               usually see. Smoke, and multicolored flashing lights give 
               the place a spookier feel.

               SCARY MUSIC PLAYS, and PEOPLE IN COSTUME are dancing to it.

               Buffy walks into the club. She's dressed in a tight, black, 
               Elvira-esque dress, with a black wig and black makeup.

               Xander, Willow and Dawn follow her in. They all look around.

------------------------------------------------------------------------------------------------------
                                                                        33.


                                     DAWN
                         Everything looks pretty normal.
                              (beat)
                         Besides Buffy, I mean.

               She grins at her own joke. Buffy gives her a cold look.

                                     DAWN (CONT'D)
                         I'm gonna go patrol the dance floor.

               Dawn holds up her stake, and smiles at Buffy as she walks 
               off, into the crowd.

               Buffy, Xander and Willow walk to the bar. Xander walks to 
               one side to order drinks while Buffy and Willow talk.

               Buffy scans the crowd.

                                     BUFFY
                         I don't see anything so far.

                                     WILLOW
                         Maybe nothing will come tonight. 
                         It's not like demons really do attack 
                         everywhere we go, right?

                                     BUFFY
                         When you were in England, did they 
                         happen to erase your memory?

                                     WILLOW
                         Okay, so they do attack. But there 
                         has to be a first time for everything. 
                         Plus, if you look at the patterns, 
                         so far, the Halloween baddies tend 
                         to only come out every other year.

                                     BUFFY
                         There's a first time for everything.

               Buffy sees someone in the crowd.

               ANGLE : BUFFY'S POV

               MIKE, Cassie's friend. He's sitting, alone, on the other 
               side of the room. Not in costume. Looking depressed.

                                     BUFFY (CONT'D)
                         Hey, Will, I'll be right back. Hold 
                         onto my drink, would you?

                                     WILLOW
                         'Kay.

               Buffy walks over to Mike. He sees her coming and when she 
               finally gets there, he has the first words.

------------------------------------------------------------------------------------------------------
                                                                        34.


                                     MIKE
                         Miss Summers, nice costume.

               Buffy looks down at herself, noting that she looks kinda 
               slutty. She does her best to try to look serious in this 
               outfit, realizing that this probably isn't the best way to 
               dress when talking with students.

                                     BUFFY
                         Miss Summers? Call me Buffy.

                                     MIKE
                         Okay.

                                     BUFFY
                         I noticed you sitting over here, 
                         alone.

                                     MIKE
                              (confused)
                         Are you gonna ask me to dance?

                                     BUFFY
                         What? No. I just thought you might 
                         want someone to talk with.

               Mike looks at the ground, knowing what Buffy means.

               ANGLE : THE BAR

               Xander and Willow watch Buffy talk with Mike.

                                     XANDER
                         Think he knows anything?

                                     WILLOW
                         Not sure. But I think he could use 
                         someone to talk to either way.

                                     XANDER
                         Yeah. 

               Xander turns back to the bar and leans on it. He's 
               uncomfortable.

                                     XANDER (CONT'D)
                         I should change. I shouldn't be 
                         wearing this.

                                     WILLOW
                         It'll be fine.

                                     XANDER
                         I don't wanna hurt her.

               Willow looks toward the entrance. We do not see what she 
               sees right away, but a small smile forms on her face.

------------------------------------------------------------------------------------------------------
                                                                        35.


                                     WILLOW
                         I don't think you will. Look.

               Xander looks at Willow and sees where she is looking. He 
               looks toward the door.

               ANGLE : XANDER'S POV

               Anya stands across the room, having just walked in. She looks 
               uncomfortable. Scanning the crowd, not having seen Willow or 
               Xander yet. She's dressed in her wedding dress.

               Finally, she sees Xander. At once, both of them are relaxed 
               as their eyes meet. She walks over to him.

                                     ANYA
                         I didn't have anything else to wear. 
                         The costume shop was sold out of 
                         everything but wigs and Zorro 
                         costumes.

                                     XANDER
                         Yeah, I know the... 
                              (then)
                         Zorro?

               Damn! Why didn't he see that?

                                     ANYA
                         I was worried that you would be upset 
                         with me.

                                     XANDER
                         I was too.

                                     WILLOW
                         But you both came dressed in your 
                         wedding clothes. Funny how those 
                         things work out, isn't it?

               Neither Xander, nor Anya looks at Willow. She takes the hint.

                                     WILLOW (CONT'D)
                         I'm just gonna go to the bathroom.

               Willow leaves. Xander and Anya are left alone.

                                     XANDER
                         You look beautiful.

                                     ANYA
                         I know. But thank you for saying it 
                         anyway.

                                     XANDER
                         You wanna dance?

------------------------------------------------------------------------------------------------------
                                                                        36.


                                     ANYA
                         Xander, I...

               She doesn't want to hurt him, but she still needs time to 
               sort things out before getting back into this.

                                     XANDER
                         I didn't mean that in a relationshipy 
                         way.

               THE MONSTER MASH BEGINS TO PLAY.

                                     XANDER (CONT'D)
                         See? Fast song. Just two friends 
                         dancing to a fast song.

               Anya gives in. She nods to him, and they make their way to 
               the dance floor.

               ANGLE : BUFFY

               Still talking to Mike.

                                     MIKE
                         I just don't get it. I don't get why 
                         it happened.

                                     BUFFY
                         I know. I've felt the same way. 
                              (beat)
                         I know how hard it is to lose someone. 
                         How you feel like the whole world is 
                         moving on and forgetting them, and 
                         there's nothing you can do.

                                     MIKE
                         But there is. There is something I 
                         can do.

               Buffy looks at him, confused.

                                     BUFFY
                         What? What did you do?

                                     MIKE
                         I wanted her to live on. Somehow. I 
                         wanted there to be a way for people 
                         to know her. To remember her.

                                     BUFFY
                         So you called her? Summoned her soul 
                         to come back from the other side, 
                         not knowing that what you were calling 
                         wasn't her, but some sort of dark 
                         force that would kill everyone it 
                         came into contact with?

               He looks at her for a moment. Not following at all.

------------------------------------------------------------------------------------------------------
                                                                        37.


                                     MIKE
                         No. I updated her website. Posted a 
                         poem.
                              (beat)
                         I guess it doesn't make much sense, 
                         huh?

                                     BUFFY
                         Oh. That was you?

                                     MIKE
                         Yeah. Who did you think...?

                                     BUFFY
                         So Cassie isn't back?

                                     MIKE
                         Huh? 

               INT. THE BRONZE - BATHROOM - NIGHT

               Willow walks into the bathroom and goes to the sink. She 
               splashes some water on her face, and straightens her hay-
               like hair.

               She turns back to the stalls and sees that they're all closed. 
               She frowns a little and bends over to look under them, to 
               see if any are empty. When she does, she sees something 
               horrifying. We don't see what she sees, but her eyes widen.

               INT. THE BRONZE - NIGHT

               Buffy is still talking with Mike. Willow rushes up.

                                     WILLOW
                         Buffy. It's here.

                                     BUFFY
                         What?
                              (to Mike)
                         Excuse me.

               Mike nods, and Buffy walks off with Willow.

                                     BUFFY (CONT'D)
                         What's here?

                                     WILLOW
                         The thing. Whatever it is. I went in 
                         the bathroom. Buffy, it was full of 
                         dead people.

               Buffy's face turns very serious.

                                     BUFFY
                         See. I told you this would happen.

               They both look around the room.

------------------------------------------------------------------------------------------------------
                                                                        38.


                                     WILLOW
                         We have to find it.

                                     BUFFY
                         I can't see anything. There are too 
                         many people.

               Willow looks up.

                                     WILLOW
                         The balcony.

               Both of them race across the room, toward the stairs. Xander 
               and Anya see them as they pass, and follow. Anya is having 
               trouble rushing anywhere in her tight dress.

                                     ANYA
                         Wait for me. This dress was made for 
                         graceful marching, not running across 
                         night clubs.

               INT. THE BRONZE - BALCONY - CONTINUOUS - NIGHT

               Buffy, Willow and Xander run up the stairs, onto the balcony, 
               which is surprisingly empty. They all begin to scan the crowd.

                                     BUFFY
                         I don't see anything. Do any of you?
                              (then)
                         Where's Dawn?

                                     WILLOW
                         I don't see her.

                                     XANDER
                         What are we looking for, exactly?

               Anya finally catches up to them.

                                     ANYA
                         Did I miss anything very important?

               Willow's eyes widen once again. 

                                     WILLOW
                         Look!

               She points to the crowd. The others look.

               ANGLE : THE CROWD

               As they dance and have fun, something bad begins to happen. 
               A person near the stage falls to the ground. Followed by 
               another person. And another. They're falling in a line across 
               the room. As though something is walking through the crowd, 
               leaving death in it's path.

------------------------------------------------------------------------------------------------------
                                                                        39.


               And the path is leading toward Dawn, who is dancing and having 
               a great time, unaware of what is coming toward her.

                                     BUFFY
                         Oh, God. Oh, God, no.

               Buffy races across the balcony. The others follow.

                                     BUFFY (CONT'D)
                              (calling out)
                         Dawn!

               But the music is too loud. There is no way Dawn could hear 
               her.

               INT. THE BRONZE - DANCE FLOOR - NIGHT

               We see the crowd finally begin to react to the death all 
               around them. SCREAMS can be heard, though only by those very 
               near the fallen people. It is Halloween, and most of the 
               people are unaware of what lurks among them. One expects to 
               hear screams on Halloween, so others aren't even motivated 
               to look up at them.

               Dawn is one of these unfortunate souls. She dances, having a 
               good time by herself. But finally, the people near her begin 
               to fall. She looks at them, confused. She raises her stake, 
               but it's pointless. There is nothing to attack.

               Suddenly, she falls to the ground. Limp. Dead. And after she 
               does, the path continues to be made. People behind her fall. 
               It's still spreading.

               Buffy rushes to Dawn, crying. She falls to her knees and 
               holds Dawn in her arms.

                                     BUFFY
                         Dawn.
                              (no reply)
                         Dawn! Wake up. Please, wake up.

               But Dawn does not move. Buffy cries, and cradles Dawn. Willow, 
               Xander and Anya finally catch up. They see what's happened.

                                     XANDER
                              (a weak, disbelieving 
                              whisper)
                         No.

               Willow begins to cry. Anya grabs onto Xander, not knowing 
               how else to react. She looks around the club.

               More people are starting to realize what's going on. More 
               and more people are falling over. Dozens of them.

                                     ANYA
                         What's happening?

------------------------------------------------------------------------------------------------------
                                                                        40.


               PULL OUT to show all of the people in the Bronze. Those on 
               the ground. Those just now falling over. And those starting 
               to panic. It looks like a war zone.

                                                             FADE TO BLACK:

                                     END OF ACT THREE
 
------------------------------------------------------------------------------------------------------
                                                                        41.


                                         ACT FOUR

               FADE IN:

               INT. THE BRONZE - NIGHT

               Buffy is still holding Dawn in her arms, not wanting to let 
               go.

               Xander and Anya are taking in the sight of people falling 
               all around them.

                                     ANYA
                         We have to get out of here.

               Xander looks at Buffy. He knows Anya is right, but Buffy 
               isn't listening.

                                     XANDER
                         Buffy.

               No reply from her.

                                     ANYA
                              (seriously)
                         I hope she hasn't gone out of her 
                         mind again.

               Xander goes to Buffy and puts a hand on her shoulder.

                                     BUFFY
                         I. Can't. Leave.

                                     XANDER
                         Buffy, we have to. If there's a way 
                         to fix this, we won't be able to 
                         find it if we're dead.

               She doesn't reply. She can't. She knows he's right, but she 
               can't get past the look of her little sister, dead in her 
               arms.

               Willow manages to pull herself together.

                                     WILLOW
                         He's right. We have to find out what 
                         did this.

               Buffy looks up at her friends. Weak. She can't speak.

               She looks back at Dawn. Slowly, she puts Dawn's head down on 
               the floor, pulling the blond wig back as she does. Still 
               crying, she stands up.

               Xander and Anya are already looking for a way out.

                                     XANDER
                         We can't go out the front door.

------------------------------------------------------------------------------------------------------
                                                                        42.


                                     ANYA
                         This way.

               Anya leads the way past the bar, heading backstage.

               EXT. BRONZE LOADING DOCK -  NIGHT

               The door swings open and the group exits. Behind them, some 
               other partiers make their way out.

                                     XANDER
                         My car is this way.

               Xander begins to lead the way. None of them look very good 
               at all. Buffy pulls her wig off and drops it on the ground.

               INT. BUFFY'S FOYER/DINING ROOM - NIGHT

               They enter the house, and head right for the dining room. 
               (NOTE: Xander is the last in and closes the door behind him) 
               Willow sits at her computer and opens it. She stops.

                                     XANDER
                         What do you search for?

               Nobody knows.

                                     XANDER (CONT'D)
                         Is it a demon? A ghost? A spell?

               Willow stares blankly at her computer. She has no idea what 
               she can look up.

                                     ANYA
                         Do we have books? I could look in 
                         books.

                                     BUFFY
                              (dazed)
                         I left her.

                                     XANDER
                         You had no choice.

                                     BUFFY
                         What's happening?

               Buffy's about to start crying again. Anya goes to her and 
               puts an arm around her. Comforting.

               Willow is still looking at the computer. Still not knowing 
               what to do.

                                     BUFFY (CONT'D)
                         She's dead. We could all die, and I 
                         have no way of stopping it.
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        43.


                                     BUFFY (CONT'D)
                              (beat)
                         I don't even know what I'm facing. 
                         What killed my...

               She can't finish the sentence. Willow sees the pain in her 
               eyes, and she can't stand it any longer.

               BLACKNESS FILLS WILLOW'S EYES. Like clouds moving in before 
               a storm. Willow turns back to the computer. She speaks evenly 
               and calmly.

                                     WILLOW
                         Perdulac. Guide to the hopeless, I 
                         summon thee. Cross into this realm, 
                         and allow me to find the answers 
                         that I seek.

               The others watch on. Not liking what they see. Concerned.

               Willow's LAPTOP BEGINS TO GLOW. When the GLOWING STOPS, 
               Willow's EYES RETURN TO NORMAL.

                                     XANDER
                         What did you do?

                                     WILLOW
                              (softly)
                         I didn't have... I had to.

               Buffy turns around, not believing that this situation has 
               gotten more complicated. When she turns, she notices 
               something. The front door is wide open.

                                     BUFFY
                         The door.

               The others look at her, and the door.

                                     XANDER
                         I closed it.

                                     ANYA
                              (realizing)
                         It's here.

               They all turn back to Willow.

                                     BUFFY
                         What is it?

               Willow looks at the computer.

                                     WILLOW
                         It's called Das Lebentod. It means...

               But before she can finish the sentence, she falls over. Dead.

------------------------------------------------------------------------------------------------------
                                                                        44.


                                     XANDER
                         Willow!

               Anya moves to check on Willow.

                                     XANDER (CONT'D)
                         Anya, no.

               But it's too late. Anya falls over. She too, dead.

               Buffy begins to break down.

                                     BUFFY
                         I can't do this.

               Xander turns back to Buffy, looking her in the eyes and 
               speaking firmly.

                                     XANDER
                         Buffy, run.

                                     BUFFY
                         What?

                                     XANDER
                         Run. Get out of here. You need to 
                         stop this...

               Before he can finish his sentence, he falls over.

               Buffy looks at the room, seeing her three best friends dead. 
               Knowing that her sister is across town in the same condition. 
               She's alone.

               Tears fill her eyes. She looks around, trying to see what's 
               happening, but she can't see anything. Finally, without 
               anything else to do, she run out the door. Beaten.

               We stay in the house. The bodies of Willow, Xander and Anya 
               on the ground. The front door wide open.

               And then, it closes.

               EXT. RESIDENTIAL STREET - NIGHT

               Buffy runs down the street. Running for her life. She wipes 
               away tears that are blocking her vision. And as she does, 
               she finally sees the street around her.

               All of the trick-or-treaters and their parents, all of the 
               teenagers and kindly old people who brought this street to 
               life a short while ago, all lay dead in their tracks. Some 
               in the streets. Some on the sidewalks. Some on porches. But 
               all dead.

               Buffy can't take the sight. It's too much for her. She once 
               again runs.

------------------------------------------------------------------------------------------------------
                                                                        45.


               EXT. DOWNTOWN SUNNYDALE -  NIGHT

               Buffy runs into town. Here, she finds more people, dead. The 
               whole town. Everyone except for her.

               She can't run anymore. It's too much. She falls to the ground, 
               weak and crying hard. Not a sound is heard except for the 
               sound of her. Until...

                                     SPIKE (O.S.)
                         They're all gone. Gone, but still 
                         they remain. Why do they remain, 
                         Buffy?

               Buffy stops crying. She looks up and sees SPIKE walking toward 
               her. He looks at her. Sees that she's crying.

                                     SPIKE (CONT'D)
                         You're upset. Something's wrong. The 
                         nibblet and your band of warriors 
----                      and Xander. Are they gone, but still 
                         here too?

               Buffy is glad to see a familiar face. Any familiar face.

                                     BUFFY
                         Spike?

               Spike holds out a hand for her. She takes it and he helps 
               her up.

                                     BUFFY (CONT'D)
                         They're all dead. I couldn't stop 
                         it.

                                     SPIKE
                         Never can, right? Death is a game we 
                         all have to play sooner or later, I 
                         reckon.

               He brushes her hair out of her face and looks at her.

                                     SPIKE (CONT'D)
                         But some of us move onto the next 
                         level. It's not right. Not natural, 
                         but we do it anyway. Are we ever the 
                         same after that, Buffy? Can we ever 
                         go back?

               He looks past her now. He smiles.

                                     SPIKE (CONT'D)
                         An ugly beasty, ain't it? All full 
                         of teeth and eyes. Don't get too 
                         near. His hands have needles.

               Buffy turns to see what he's talking about, but she sees 
               nothing. She looks back at Spike.

------------------------------------------------------------------------------------------------------
                                                                        46.


                                     BUFFY
                         Do you see something?

               He doesn't respond. He just keeps looking past her.

                                     BUFFY (CONT'D)
                         Spike, I need to know what you see.

               He looks back at her. He starts to laugh, and throws her to 
               the street.

                                     SPIKE
                         I should have known it wasn't you.
                              (beat)
                         Now you're two, huh? Split in the 
                         face and coming at me from two angles.

                                     BUFFY
                         Spike, tell me what's coming!

                                     SPIKE
                         I won't fall for it. I'm growing 
                         wise to your game. Your faces. Never 
                         trust the ones you love, right? Never 
                         trust the things that endanger them. 
                         It's not real. None of it is. It's 
                         all a trick. Made to make me mad.

               Buffy stands and looks Spike in the eyes.

                                     BUFFY
                         I'm real. I'm flesh and blood.

                                     SPIKE
                         I don't know that.

               Buffy punches Spike in the face. He recovers.

                                     SPIKE (CONT'D)
                         Right. You're not the tender one. 
                         The tender one is the fake.

               He looks past Buffy again.

                                     SPIKE (CONT'D)
                         Still, it draws near. The evil in 
                         the night. It's coming for you. You're 
                         the one who got away.
                              (beat)
                         You ran. You're not the Slayer.

               Buffy looks back. Sees nothing.

                                     BUFFY
                         I don't have time for this. I have 
                         to get out of here.

------------------------------------------------------------------------------------------------------
                           =l9/                                         47.


               He looks her in the eyes, trying to peel away the layers in 
               his mind.

                                     SPIKE
                         You can't be the Slayer. The Slayer 
                         never runs.

               Buffy looks back into his eyes. Her own eyes changing from 
               weak and tired to the eyes of a fighter. The Slayer.

                                     BUFFY
                         I have to go.

               And she takes off running once again. Not continuing on her 
               previous path, but heading back the way she came.

                                     SPIKE
                         I knew you weren't. You can't change 
                         before my eyes and expect me to 
                         believe it's you.

               Something bumps into Spike. He is pushed back a few steps.

                                     SPIKE (CONT'D)
                         Watch it, mate.

               EXT. RESIDENTIAL STREET - NIGHT

               Buffy rushes in the direction, from whence she came.

               INT. BUFFY'S FOYER/DINING ROOM - NIGHT

               Buffy rushes into the house. She looks down at the bodies of 
               her friends. For a moment, she wants to break down again. 
               She wants to hide. But she knows she can't.

               She goes to the laptop and looks at the screen.

                                     BUFFY
                              (reading)
                         Das Lebentod. The living death.

               She reads a bit more, silently, though her lips are moving. 
               She only speaks the parts that strike her as interesting.

                                     BUFFY (CONT'D)
                         ...related to Der Kindestod.

               She scrolls down a little and continues reading.

                                     BUFFY (CONT'D)
                         Comes to life on Hallow's Eve, in 
                         his wake does death he leave. Bringer 
                         of terror to those he does cross, 
                         for in their death, their souls not 
                         lost.
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        48.


                                     BUFFY (CONT'D)
                         Entombed they remain in their bodies 
                         that rot, aware of their peril, with 
                         capable thought. As days go past, 
                         and weeks and years, alone they 
                         remain, with only their fears. Feeling 
                         the worms that crawl on their bones, 
                         unable to make whimpers or moans. 
                         Immortal in mind, though dead in the 
                         grave, from this terror only the 
                         dead are safe. As the bell tolls, 
                         and midnight arrives, his victims 
                         lose hope of regaining their lives. 
                         For in his death the only chance 
                         lies.

               She stops reading and processes the information.

                                     BUFFY (CONT'D)
                         "Only the dead are safe."
                              (beat)
                         It touched me. 

               Buffy is still thinking about what she read.

                                     BUFFY (CONT'D)
                         It can't kill me.

               She looks down at her friends.

                                     BUFFY (CONT'D)
                         Guys, I know you're still in there. 
                         Don't worry, I'm gonna save you. I 
                         have until midnight, and it's only...

               She looks at her watch. Oh crap!

                                     BUFFY (CONT'D)
                         ...Eleven thirty-six. I have to go. 
                         Bye!

               She runs out of the house.

               EXT. RESIDENTIAL STREET - NIGHT

               Buffy is walking. Looking for any sign of Das Lebentod. Of 
               course, she doesn't see it.

                                     BUFFY
                         Here, demon, demon, demon. Hello?

               Nothing.

               EXT. DOWNTOWN SUNNYDALE -  NIGHT

               She walks into the street where Spike was before, still 
               looking for the demon. Or Spike, for that matter. Nothing 
               but dead people are to be seen.

------------------------------------------------------------------------------------------------------
                                                                        49.


               She stops walking. Tries to figure this thing out.

                                     BUFFY
                         Where would this thing go? It's killed 
                         everyone.

               Then the solution comes to her. She takes off running down 
               the street.

               INT. SUNNYDALE HIGH - HALLWAY - NIGHT

               Buffy enters the school and takes a look around. It's dark, 
               not that she could see what she wants to see anyway. She 
               makes her way down the hallway.

               As she passes a clock, she checks the time: 11:53

                                     BUFFY
                         Crap.

               She begins to walk faster.

               INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - NIGHT

               Wood is working on his files. They're scattered all over his 
               office, and he's trying to figure out what goes where. He 
               rubs his eyes and checks the time.

               He picks up his mug and tries to take a sip of coffee, but 
               it's empty. He takes the mug and walks out of the office.

               INT. SUNNYDALE HIGH - OUTER OFFICE - CONTINUOUS - NIGHT

               He walks to a coffee pot that's set up in the office and 
               tries to pour a new cup, but the pot is empty. He sighs. 
               It's too late for this.

               He grabs the pot, and walks out of the office.

               INT. SUNNYDALE HIGH - HALLWAY - CONTINUOUS - NIGHT

               Buffy sees Wood walk out of the office, and ducks into a 
               classroom to avoid being seen.

               He makes his way down the hall, toward the bathroom. Finally, 
               he goes into the bathroom and is out of the way.

               Buffy makes sure the coast is clear, and then continues 
               walking down the hall. She reaches the office doorway and 
               looks inside. Nothing.

               She's just about to walk away when she hears something. She 
               walks into the office.

               INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - NIGHT

               Buffy walks into Wood's office and looks around. She takes 
               in the sight of the papers scattered all over the place.

------------------------------------------------------------------------------------------------------
                                                                        50.


               She notices one piece on the ground. But no demon in sight. 
               She is about to walk away when she hears something again.  
               PAPER RUSTLING.

               She looks back at the piece of paper on the ground. This 
               time, she notices that it looks like something is on the 
               paper. A foot pressing the paper into the floor.

                                     BUFFY
                         Gotcha.

               INT. SUNNYDALE HIGH - BATHROOM - NIGHT

               Wood is drying off his face. He tosses the paper towel into 
               the trash and begins to fill the coffee pot with water.

               INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - NIGHT

               Buffy walks into the office and throws a kick into the air 
               over the piece of paper. She hits something. A file cabinet 
               behind the invisible demon is knocked.

               Buffy steps forward and throws a punch, again hitting her 
               target. A moment passes. Buffy's not sure where this thing 
               is. Then she finds out.

               She is picked up into the air, and thrown onto the desk. She 
               kicks out with her feet, pushing the demon away from her. 
               She stands up and kicks again.

               Das Lebentod can be heard crashing into something in the 
               outer office.

               INT. SUNNYDALE HIGH - BATHROOM - NIGHT

               Principal Wood has finished filling the coffee pot. He starts 
               to walk out of the bathroom when he notices a paper towel on 
               the floor. He bends over to pick it up and spills some of 
               the water by mistake.

                                     PRINCIPAL WOOD
                         See? This wouldn't happen if I had 
                         coffee.

               He puts the pot down on the counter, and grabs more towels 
               to soak up the water.

               INT. SUNNYDALE HIGH - OUTER OFFICE - NIGHT

               Buffy is once again in the air, being held up by the demon. 
               She's choking.

               Out of the corner of her eye, she sees the clock: 11:58

               She's running out of time. She pushes off the invisible demon 
               and does a backflip. She lands on the ground and kicks the 
               feet of Das Lebentod out from under it with one of those leg 
               sweep things.

------------------------------------------------------------------------------------------------------
                                                                        51.


               We can hear Das Lebentod crash onto the floor. Buffy walks 
               to where the head would be.

                                     BUFFY
                         Tell your brother I said hi.

               And with that, she feels for the demon's head, grabs it, and 
               twists it. A loud SNAP is heard. The demon's neck.

               Buffy sits back for a moment, catching her breath. Then she 
               remembers that she has to make sure everything is okay, so 
               she rushes out of the office.

               INT. SUNNYDALE HIGH - HALLWAY - CONTINUOUS - NIGHT

               Buffy runs out of the office, and down the hall. She goes 
               through the doors, out of the school.

               As the doors close, Principal Wood walks out of the bathroom 
               holding the pot of coffee. He makes his way back to the office 
               and goes inside.

               INT. SUNNYDALE HIGH - OUTER OFFICE - CONTINUOUS - NIGHT

               He takes one step inside the office and stops. He looks around 
               and the new mess that's been made.

               He looks back to see if he can see anyone else around, but 
               nobody is there.

                                     PRINCIPAL WOOD
                         Teenagers.

               And with that, he takes another step. As he does, he trips 
               over the invisible demon, and falls to the floor. The coffee 
               pot shatters.

               EXT. RESIDENTIAL STREET - NIGHT

               Buffy runs as fast as she can through the street. In the 
               background, we can hear BELLS RINGING. Midnight is upon us.

               As she runs down the street, she notices that the people are 
               starting to stir. A smile forms on her face.

               INT. THE BRONZE - NIGHT

               The people on the floor begin to sit up. They scratch their 
               heads, wondering what happened.

               Dawn sits up in the middle of this crowd. She blinks her dry 
               eyes and looks around. She notices that people are asking 
               questions and starting to freak.

                                     DAWN
                              (loudly)
                         That had to be the weirdest gas leak 
                         ever.

------------------------------------------------------------------------------------------------------
                                                                        52.


               Around the room, people begin to accept that excuse. It gets 
               repeated and passed on. Dawn smiles. Proud that she pulled 
               that off.

               Buffy runs through the Bronze door and goes straight to Dawn. 
               They hug.

                                     BUFFY
                         I was so scared.

                                     DAWN
                         Yeah, I noticed. It was strange. I 
                         was here, but I was totally dead. I 
                         didn't even feel my heart beating. 
                         You never realize that you feel that 
                         until you don't anymore.
                              (then)
                         And I made up a really cool excuse 
                         for what happened. Gas leak.

               Buffy smiles at Dawn. She notes the blond wig on the floor.

                                     BUFFY
                         Good work, mini-me.

               They stand and begin to walk across the floor.

                                     BUFFY (CONT'D)
                         Thus ends the first, and last annual 
                         Bronze Halloween bash.

                                     DAWN
                         Think it's the last?

                                     BUFFY
                         Everyone died. I wouldn't call that 
                         an amazing success. 

               INT. BUFFY'S DINING ROOM - NIGHT

               Willow, Xander and Anya sit up. They gather themselves and 
               stand. Xander helps both ladies up.

                                     WILLOW
                         Weird.

                                     XANDER
                         Yeah.

                                     ANYA
                         You'd think Buffy'd at least give us 
                         a blanket or something before she 
                         ran off. That's what I would have 
                         done.

                                     WILLOW
                         I guess she saved the day.

------------------------------------------------------------------------------------------------------
                                                                        53.


                                     XANDER
                         Yeah, but the thing about the demon 
                         that she read didn't really make 
                         sense.  I mean, it said "Hallow's 
                         Eve", but the first girl was attacked 
                         during the day, not the eve.

                                     WILLOW
                         You've been waiting to say that all 
                         night, haven't you?

                                     XANDER
                         You know it.

                                     ANYA
                         Those people who write down demon 
                         histories in rhymes are always doing 
                         things like that. They pay very little 
                         attention to detail and focus on the 
                         flow. It's not a very efficient way 
                         of doing things, if you ask me.

                                     WILLOW
                         So, what do we do now?

                                     XANDER
                         Well, there weren't many tick-or-
                         treaters this year. I guess we have 
                         some candy to eat.

                                     WILLOW
                         Sounds like a plan.

               They walk out of the room.

               EXT. GRAVEYARD - NIGHT

               It's the next night. Buffy and Willow are out on patrol. 
               Buffy has a stake in hand.

                                     BUFFY
                         It was totally creepy. Seeing the 
                         whole town dead like that.

                                     WILLOW
                         I can imagine. Seems Dawn's 
                         explanation is catching on though. 
                         I'm not sure how realistic it is, 
                         but as long as the people accept it.

               Buffy is trying to figure out how to say what's on her mind.

                                     BUFFY
                         Will, I wanted to talk to you. About 
                         what happened last night.
                              (beat)
                         The magic part.

------------------------------------------------------------------------------------------------------
                                                                        54.


               Willow looks down.

                                     WILLOW
                         I know. I didn't mean to... I didn't 
                         know what else to do.

                                     BUFFY
                         I'm worried about you.

                                     WILLOW
                         Honestly, so am I. I'm not sure I 
                         can handle this power. It just has a 
                         way of coming out when it wants to.

                                     BUFFY
                         At least you realize that. As long 
                         as you let us all help you through 
                         this, I think you can beat it.

                                     WILLOW
                         Yeah. Me too.

               That was easier than Buffy expected.

                                     BUFFY
                         Okay. Good.
                              (beat)
                         So, did you find anything about those 
                         dead girls from my dreams?

                                     WILLOW
                         Yeah. I looked online and found 
                         newspaper articles. All over the 
                         world, the same deal. Young girls 
                         stabbed to death. Nobody's really 
                         put it together though.

                                     BUFFY
                         I guess there's no reason they would.

                                     WILLOW
                         At least you know they're really 
                         real.

                                     BUFFY
                         I had a feeling.
                              (beat)
                         Maybe I'll call Giles and see if the 
                         Council knows anything.

                                     WILLOW
                         The Council. That's always fun.

                                     BUFFY
                         Don't I know it?

------------------------------------------------------------------------------------------------------
                                                                        55.


                                     WILLOW
                         Sorry I couldn't help more on the 
                         Cassie side of things.

                                     BUFFY
                         It's okay. I think you were right. 
                         It's just what I wanted to see.

               They walk out of frame. As we now look at the graveyard, the 
               figure of a blond girl walks across the distance.

                                                             FADE TO BLACK:

                                         THE END