TEASER

               FADE IN:

               EXT. WOODS/PLAYGROUND -- NIGHT

               We're in the woods. It's dark. Quiet. 

               The peace is broken as a MAN (20's, in good shape) races 
               through the shot, running as fast as he can.

               He stops next to a tree, hiding behind it. Very scared. He 
               looks back in the direction he came. Nothing for a few 
               seconds. Then we hear TREES RUSTLING. The man darts, again 
               running as fast as he can.

               He runs out of the woods, into the playground. After he passes 
               a jungle gym, he stops again. He looks back once more to see 
               if he's being followed.

               MAN'S POV:

               A FIGURE jumps from one treetop to another.

               BACK TO SHOT

               Still looking back, the man starts moving. As he does, he 
               trips over the corner of a sandbox, and falls to the ground.

               Off-screen, we hear the SOUND OF CLAWS ON METAL (the creature 
               now on top of the jungle gym).

               The man's eyes widen with fear. He gets up and starts running 
               as fast as he can again. We PAN OVER to the jungle gym where 
               we now see the figure crouching on top of it. It dives, head 
               first, off of the jungle gym, toward the man. Mid-air, it 
               SPREADS WINGS. It swoops down, and grabs the man with it's 
               talons and then it swoops back up into a tree. We PAN DOWN 
               to the base of the tree as we hear sounds of FLESH RIPPING. 
               The MAN SCREAMING IN PAIN. Some GUSHY, SPLATTERY SOUNDS. 
               Then silence.

               A moment later, the limp body of the man falls to the ground 
               where we can see it. His chest has been spread open, and his 
               insides are missing. We stay on him for a few seconds. And 
               then he TURNS TO DUST. He was a vampire.

                                                             FADE TO BLACK:

                                      END OF TEASER
 
------------------------------------------------------------------------------------------------------
                                                                         2.


                                         ACT ONE

               INT. KITCHEN -- DAY

               BUFFY is sitting at the counter, eating a muffin. DAWN walks 
               in.

                                     DAWN
                         G'mornin'.

               Dawn goes and gets herself some juice.

                                     BUFFY
                         Hi.

                                     DAWN
                         Big slayage last night?  You didn't 
                         come in until, like, I don't know. 
                         Really late?

                                     BUFFY
                         Yeah. Late. Very, very late. One 
                         might even say early.

                                     DAWN
                         It wasn't Jonathan and those geeky 
                         guys again, was it?  Did they turn 
                         you all puddle of goo-y with another 
                         one of their B-movie ray guns?

                                     BUFFY
                         No. It wasn't them. Just your run of 
                         the mill creature of the night.

                                     DAWN
                         Vampire? 

                                     BUFFY
                         Nope.

                                     DAWN
                         Did Spike help? I haven't seen him 
                         around much.

               Buffy looks at her watch.

                                     BUFFY
                         No, I haven't seen Spike in a while 
                         either. Dawn, you're gonna be late.

                                     DAWN
                         No worries. I'm heading over to 
                         Janice's before school. Her mom's 
                         driving me today. She has a meeting 
                         with the principal. Hey, you wouldn't 
                         happen to know any other giant snake 
                         guys, would you?

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


                                     BUFFY
                         Sorry.

                                     DAWN
                         It's okay. In this town, something's 
                         bound to happen to her sooner or 
                         later.

                                     BUFFY
                         Is it really a good thing when you're 
                         wishing death on a person?

                                     DAWN
                         Oh, I wasn't talking death. Maybe 
                         just like a demon attack that leaves 
                         her unable to scold or scowl.

                                     BUFFY
                         It'd be one of those crazy demons 
                         that only attacks a person's S-C-O 
                         functions.

                                     DAWN
                         Whatever it takes. 
                              (beat)
                         Okay, I've given it time and I still 
                         don't get it. S-C-O?

                                     BUFFY
                         Yeah. Y'know. Scolding. Scowling. 
                         Both start with S-C-O. Trust me, 
                         it's funny when you're in my head.

                                     DAWN
                         Gotcha.

               Dawn finishes her juice.

                                     DAWN (CONT'D)
                         I'm gone. See you later.

                                     BUFFY
                         Bye.

               Dawn walks out. Buffy continues eating her muffin. We hear a 
               THUD and then THE FRONT DOOR CLOSING.

               Buffy finishes the muffin and walks out of the kitchen.

               INT. FOYER -- CONTINUOUS -- DAY

               Buffy walks into the foyer. She notices Dawn's backpack on 
               the floor.

                                     BUFFY
                         Crap.

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


               She picks it up, and opens the door.

                                     BUFFY (CONT'D)
                         Dawn!

               No reply. Buffy sighs and puts the bag next to the door.

                                     BUFFY (CONT'D)
                         Don't blame me if you fail and end 
                         up flipping burgers for a living.
                              (beat)
                         It could be like a family tradition. 

               WILLOW comes down the stairs.

                                     WILLOW
                         Hey.

                                     BUFFY
                         Hi.

                                     WILLOW
                         Dawn off to school?

                                     BUFFY
                         Sans backpack.

                                     WILLOW
                         Oh. I'm sure she'll be okay for a 
                         day.

                                     BUFFY
                         Yeah.

               Willow walks past her, toward the kitchen. In an avoid-y 
               kind of way. Buffy stops her.

                                     BUFFY (CONT'D)
                         Will.

               Willow looks back, trying to not be weird.

                                     BUFFY (CONT'D)
                         You wanna do something today? Maybe 
                         come patrol with me like the good 
                         old days? We haven't hung out for a 
                         while.

                                     WILLOW
                         I don't know.

                                     BUFFY
                         It's been kinda vamp easy.  Maybe we 
                         could play a game of checkers or 
                         something.

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


                                     WILLOW
                         Maybe. I mean, I kinda have stuff to 
                         do today. I have lunch to go to.

                                     BUFFY
                         Oh, We can go together. It'll be 
                         fun. It's kinda early still, so maybe 
                         we can window shop for a while first.

                                     WILLOW
                         No. I mean... I have to go alone. I 
                         have things.

               Buffy's disappointed.

                                     BUFFY
                         Oh. Maybe tomorrow?

                                     WILLOW
                         We'll see.

               There's a KNOCK at the door. Buffy moves to answer it.

                                     BUFFY
                         Probably Dawn coming back for her 
                         backpack.
                              (beat)
                         Though it makes no sense at all for 
                         her to be knocking at her own house.

               Buffy opens the door. A POSTMAN is standing there, holding a 
               clipboard and an envelope.

                                     POSTMAN
                         I have a letter here for...
                              (checks name)
                         Willow Rosenberg.

               Willow moves before Buffy can sign for it.

                                     WILLOW
                         That's me.

               Willow signs for it. He hands her the envelope.

                                     POSTMAN
                         Thanks.

               Willow smiles at him as he walks away. As Buffy's about to 
               close the door, she sees a flower pot on the porch tipped 
               over. She goes outside and picks it up.

                                     BUFFY
                         I pay a billion dollars for a stamp 
                         and he can't even pick up the flower 
                         pot he tips over?

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


               After she picks it back up, she goes inside and closes the 
               door again. She goes to Willow.

                                     BUFFY (CONT'D)
                         So, fancy letter. All signed for and 
                         stuff.
                              (beat)
                         Open it.

                                     WILLOW
                         I know what it is. I'll open it later.

                                     BUFFY
                         But how often is it that you get a 
                         certified letter? It's like a present 
                         or something.  Rules say that you 
                         must open all certified letter and 
                         boxes right away. Also, rules say 
                         that bills can conveniently be lost 
                         in the trash until final notice comes, 
                         but that doesn't apply here.

                                     WILLOW
                         It's private, Buffy.

                                     BUFFY
                         Fine.
                              (beat)
                         So we gonna do something tomorrow?

                                     WILLOW
                         I don't know. I have to go.

               Willow, letter in hand, goes back upstairs. Buffy is left 
               alone.

                                     BUFFY
                         I need a dog. Dogs don't abandon.
                              (beat)
                         Except Oz. He ran away from home.

               INT. THE MAGIC BOX -- DAY

               XANDER is sitting at the table, reading through a magazine. 
               ANYA is helping a CUSTOMER at the register. She gives him 
               his change and his bag and he walks out.

                                     ANYA
                         Thank you. Please come again.

               She walks over to Xander after the customer is gone.

                                     ANYA (CONT'D)
                         Of course, he'll have no choice in 
                         the matter. He'll have to come back.

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


                                     XANDER
                         Why do you say that?

                                     ANYA
                         Because. He's doing a spell that 
                         requires many ingrediants, including 
                         dehydrated dragon flies. He only 
                         bought the many ingrediants and not 
                         the dragon flies.  So unless he makes 
                         his own at home, he'll have to come 
                         back.

                                     XANDER
                         Shouldn't you have told him that, 
                         An?

                                     ANYA
                         No.

                                     XANDER
                         Why not? Don't we still like selling 
                         things to the customers?

                                     ANYA
                         Of course.  Which is why I didn't 
                         tell him. See, I intend to get him 
                         to purchase items impulsivly by making 
                         him return to the store and pay for 
                         things at the counter where I have 
                         placed several small objects that 
                         will tempt him to spend more money. 
                         See?

               Anya moves over a little to let Xander see the counter. On 
               it, there is a jar of chicken feet, and a box of key-chain 
               mini daggers.

                                     ANYA (CONT'D)
                              (with a smile)
                         The dagger key-chains are for the 
                         blood letting.

                                     XANDER
                         You are... smart.
                              (beat)
                         Yes, very smart.  I'm gonna stick 
                         with that option because I find that 
                         any other option leads to vengence 
                         demons disliking me. It's never good 
                         to be disliked by someone who can 
                         melt me down to a teaspoon of 
                         concentrated Xander juice.

                                     ANYA
                         Thank you.

               Buffy walks in.

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


                                     BUFFY
                         Hello.

               Instant awkwardness. More from Xander than from Anya. Buffy 
               and Anya both sit at the table.

                                     ANYA
                         Good morning.

                                     BUFFY
                         What's up?

                                     ANYA
                         Not much.  Xander's just trying to 
                         not be boiled down by vengence demons 
                         that I know.

                                     BUFFY
                         Sounds like a plan.

               Buffy notices Xander squirming.

                                     BUFFY (CONT'D)
                         Xander, are you okay?

                                     XANDER
                         Me? Fine.

                                     BUFFY
                         You seem a little awkward.

                                     XANDER
                         Fine. I'm fine. Still.
                              (beat)
                         Lay any demons last night? Slay! 
                         Slay any...demons?

               Anya leans in to Xander.

                                     ANYA
                         Very smooth, sweetie. I don't think 
                         she noticed at all.

               Buffy chooses to ignore.

                                     BUFFY
                         No. Actually, I was wondering if you 
                         guys wanted to go patrolling tonight? 
                         Y'know. Donuts. Coffee. Maybe patrol 
                         down memory lane for a while.

               She doesn't want to seem as needie as she feels, so she tries 
               to cover.

                                     BUFFY (CONT'D)
                         I mean. It's been slow. I get bored.

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


               Anya picks up on Buffy's neediness.

                                     ANYA
                         That might be fun.  We could talk 
                         about the time that I tried to get 
                         my power source back by killing you 
                         all.
                              (looks down)
                         Though that's probably not something 
                         I should bring up too often.

                                     XANDER
                         Sorry, Buff. We can't make it tonight. 
                         Maybe another time.

               Anya wants to be there for Buffy.

                                     ANYA
                         I think we can. I mean, if Buffy 
                         doesn't want to be alone tonight, we 
                         should be there. It's comforting to 
                         have friends around.

               Buffy doesn't want to seem weak.

                                     BUFFY
                         No. I'm fine with being alone. I 
                         just thought it might be fun, is 
                         all.

                                     ANYA
                         Oh. Are you sure?

                                     XANDER
                         She's sure. She's the slayer.  She 
                         can handle whatever fate happens to 
                         put in her lap.
                              (beat)
                         So to speak.

               Buffy looks at the table sensing that everything is not well.

                                     BUFFY
                         Yeah.

               The shop door opens again. Everyone turns to see who is coming 
               in to break the awkwardness. But it's just Willow, so there's 
               no hope of that happening.

               Willow's dressed in business type clothes. The others take 
               this in.

                                     BUFFY (CONT'D)
                         Willow, it's good to know you've 
                         seen the softer side of...

               She remembers hearing that line before.

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


                                     BUFFY (CONT'D)
                         Nevermind.

               Willow walks in, still weird being around Buffy.

                                     ANYA
                         You're dressed all strangely. Is it 
                         laundry day?

                                     WILLOW
                         No. I just... have stuff to do. Do I 
                         look stupid?

                                     ANYA
                         Oh, no. You look very smart. Like 
                         one of those smart people that you 
                         see on tv that have broken glasses 
                         that are all taped up, and have 
                         plastic lining in their shirt pockets 
                         to prevent leaking ink from their 
                         pens from leaving stains. 

                                     XANDER
                         You look fine, Will.

                                     WILLOW
                         Thanks.

                                     BUFFY
                         You seem a little nervous.

                                     WILLOW
                         I'm fine.

                                     BUFFY
                         You sure?

                                     WILLOW
                         I'm fine.

               There's an awkward silence.

                                     BUFFY
                         I'd better go work out.

                                     XANDER
                         Right. See ya.

                                     BUFFY
                         Bye.

               Buffy leaves. When she's gone, the awkwardness ends.

                                     WILLOW
                         You supposed to work today, Xander?

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


                                     XANDER
                         Tomorrow.

               EXT. SUNNYDALE -- EVENING

               The sun is setting over the town.

               EXT. CEMETERY -- NIGHT

               Buffy walks slowly through the cemetery. Alone. Miserable. 
               No vamps in sight.

               EXT. RESIDENTIAL STREET -- NIGHT

               Buffy walks down the street. She watches THREE KIDS (two 
               girls and a boy about ten years old) playing in a front yard. 
               That's not something she sees very often at night in 
               Sunnydale.

               She keeps walking, passing by TWO TEEN GIRLS who are chatting 
               and laughing. She looks back at them as they pass her. Then 
               she continues on her path.

               EXT. ALLEY -- NIGHT

               Buffy walks through the alley. She hears a RUSTLE. She 
               cautiously walks forward. Finally, she passes some garbage 
               cans and looks to see what made the noise. It's a HOMELESS 
               MAN. On the ground, eating a banana.

               She walks off.

               EXT. BRONZE -- NIGHT

               Buffy isn't walking. She's sitting on a dumpster, in the 
               shadows, watching the entrance to the Bronze.

               TEENS walk in and out of the Bronze. Laughing and having 
               fun. A COUPLE makes out against a wall. Buffy just watches.

                                     BUFFY
                              (to self)
                         What's wrong with this picture?

               A beat, then.

                                     SPIKE (O.S.)
                         No vampires.

               Buffy looks to her side and sees SPIKE standing next to her.

                                     BUFFY
                         What are you doing here?

                                     SPIKE
                         Same as you, I wager. Looking for a 
                         good kill before bed.

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


                                     BUFFY
                         As long as that's all you're looking 
                         for.

                                     SPIKE
                         I reckon you'll be coming to me soon 
                         enough, slayer.

               There's not a drop of temptation in Buffy. 

                                     BUFFY
                         I won't. It's over.

                                     SPIKE
                         It's never over, love. Just because 
                         your friends found out, doesn't mean 
                         anything's changed. You still need 
                         me.

                                     BUFFY
                         I never needed you, Spike. And it 
                         does change things.

                                     SPIKE
                         So you do need me then.

                                     BUFFY
                         That's not what I meant.

               Buffy spots something on Spike's shirt. A drop of blood.

                                     BUFFY (CONT'D)
                         What's that? Were you in a fight?

               Spike looks down and sees the blood.

                                     SPIKE
                         This? Just a drop of pig's blood.  
                         Got me a live one to feed on.
                              (beat)
                         Why, you worried?

                                     BUFFY
                         No.  It just seems like something is 
                         up with the vampires in this town 
                         lately. Thought you might know what 
                         was going on. Then again, I guess 
                         you're not a real vampire anymore so 
                         I shouldn't have bothered asking.

                                     SPIKE
                         Hey! I am so a real vampire.

                                     BUFFY
                         Right. Feeding on pigs.

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


                                     SPIKE
                         Puts up as good a struggle as anything 
                         else I've killed.

                                     BUFFY
                         Whatever.

               Buffy gets up and starts walking away.

                                     SPIKE
                         You'll be back.

               Buffy stops and turns around.

                                     BUFFY
                         Spike.
                              (beat)
                         Be careful.

               She turns back around and keeps walking.

               EXT. CEMETERY -- NIGHT

               Buffy is patrolling once again. Her stake pulled. Eyes peeled.

               She passes by a crypt which has a big gargoyle on top of it. 
               She sees it, but keeps walking. A moment passes, then she 
               stops. She gets a "wait a second" look on her face.

               She turns around and looks back. The gargoyle is gone. Off 
               of her dumbfounded out reaction, we...

                                                             FADE TO BLACK:

                                      END OF ACT ONE
 
------------------------------------------------------------------------------------------------------
                                                                        14.


                                         ACT TWO

               FADE IN:

               EXT. CEMETERY -- NIGHT

               Where we left off. Buffy looks around the cemetery to see if 
               the gargoyle is around. She does a full turn around, and 
               even looks up, but sees nothing. 

               She runs.

               EXT. THE MAGIC BOX -- NIGHT

               Buffy runs up the street to the shop. She tries to open the 
               door, but can't. Confused, she looks around. She sees that 
               all of the lights are off. Finally, she sees a sign that 
               reads : "SORRY, WE'RE CLOSED"

               This is a first for her. She turns around and takes off again.

               INT. WILLOW'S ROOM -- NIGHT

               Willow is asleep in her bed. Everything is peaceful. Silent. 
               Then the door bursts open. Buffy rushes in.

                                     BUFFY
                         Willow.

               Willow is still asleep. Buffy shakes her.

                                     BUFFY (CONT'D)
                         Willow, get up.

               Willow wakes up, but is still groggy.

                                     WILLOW
                         Buffy? What time is it?

                                     BUFFY
                         I don't know. Listen, I need your 
                         help.

                                     WILLOW
                         I'm sleeping.

                                     BUFFY
                         Willow, c'mon. I need you.

                                     WILLOW
                         Need me tomorrow.

               Willow rolls over.

                                     BUFFY
                         Willow, get up. Now.
                                     (MORE)

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


                                     BUFFY (CONT'D)
                         I saw the demon thing. It was huge, 
                         and on top of a crypt. It looked 
                         like a...

                                     WILLOW
                         I need sleep.

                                     BUFFY
                         Since when?

                                     WILLOW
                         I have to be somewhere tomorrow. Let 
                         me sleep.

                                     BUFFY
                         We're talking about a demon here. 
                         Life and death. You wanna cut because 
                         you have a brunch date? Get up.

               Willow rolls back over and looks Buffy in the eyes.

                                     WILLOW
                         Why don't you go ask Spike for help?

               Buffy is taken back. At first she's shocked, but that melts 
               away. She stands up and turns on the lights. Willow covers 
               her eyes while they adjust.

                                     BUFFY
                         What the hell does that mean?

                                     WILLOW
                         You know just fine what it means.

                                     BUFFY
                         I haven't... Spike's not... It's 
                         been a long time. I'm not doing that 
                         anymore. Why can't you, of all people, 
                         accept that?

                                     WILLOW
                         He's a killer, Buffy. You know that.

                                     BUFFY
                         Yes. I do.

               Buffy takes a breath.

                                     BUFFY (CONT'D)
                         Look. I've had it. You can act weird 
                         around me all you want. I don't care. 
                         But you've been slacking off around 
                         here. Living for free while I have 
                         to worry about the bills, and putting 
                         food on the table.
                                     (MORE)

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


                                     BUFFY (CONT'D)
                         And I've accepted that. But now you're 
                         not even helping with the slaying 
                         when I need you?
                              (beat)
                         I don't accept that. If you want to 
                         live under my roof, you will earn 
                         your keep. Otherwise, you can get 
                         the hell out of my house.

               Willow doesn't respond.

                                     BUFFY (CONT'D)
                         I'm going to call Xander and Anya. 
                         Be ready to go in ten minutes.

               Buffy walks out. Willow stays there for a moment. Finally, 
               she throws off the covers and gets out of bed.

               INT. THE MAGIC BOX -- NIGHT

               Buffy and Willow walk in through the back door. Xander and 
               Anya are there already, sitting at the table. Buffy and Willow 
               join them.

                                     ANYA
                         So what's up?

                                     XANDER
                         Yeah, I have work in the morning.

               Anya looks at Buffy.

                                     ANYA
                         He says that as though he was asleep 
                         when you called. He wasn't asleep. 

                                     BUFFY
                         I saw what we're looking for.
                              (beat)
                         I think.

                                     XANDER
                         You called us down here for an "I 
                         think"?

                                     BUFFY
                         Shut up and listen. We're looking 
                         for a gargoyle type of demon. I didn't 
                         get a really good look, but that's 
                         what I saw. And I think he can fly.

                                     ANYA
                         Did you see him fly? Was it a wing 
                         flapping type, or more of a gliding? 

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


                                     BUFFY
                         I don't know. He was just gone when 
                         I turned back around.

                                     XANDER
                         Right. So we're looking for a demon 
                         that possibly has wings, and might 
                         fly.

                                     ANYA
                         Was it made of stone? Gargoyles are 
                         usually made of stone.

                                     BUFFY
                         I don't know.

                                     XANDER
                         Great.

                                     BUFFY
                         Xander, not now. Let's just get to 
                         the books and see what we can find. 
                         Look for anything that looks like a 
                         gargoyle with wings.

               They get to work.

               INT. THE MAGIC BOX -- DAY

               It's very early in the morning. There's only a little 
               sunlight.

               Xander, Willow and Anya are at the table, each flipping 
               through books. More books scattered all around them. Buffy 
               sits on a stool at the counter, going through her own books. 
               They're all tired.

                                     ANYA
                         I'm surprised there aren't more winged 
                         demons. I never really thought about 
                         the winged demon situation too much, 
                         but now that I'm researching it, I'm 
                         very surprised that there aren't 
                         more. You'd think there'd be more.

                                     BUFFY
                         I for one am happy that there aren't 
                         more. I can't even stand those little 
                         gnatty fruit fly things. Can you 
                         imagine one of those a hundred times 
                         bigger? 

               Willow straightens up.

                                     WILLOW
                         Wait. I think I found something in 
                         this old Watcher diary.

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


                                     BUFFY
                         I thought Giles took those when he 
                         left.

                                     WILLOW
                         Listen.
                              (beat)
                         "June 12, 1743. My research into the 
                         creature that Elenore saw while 
                         hunting three nights ago has led me 
                         to some rather fascinating 
                         information, related to those crypic 
                         myths in the Geronshor scrolls. It 
                         would seem that people began putting 
                         gargoyles on their buildings as a 
                         means of protection, meant to ward 
                         off vampires. They are made to look 
                         like this winged creature which hunts 
                         the vampires. It is animal-like in 
                         nature, functioning on only the most 
                         basic level."
                              (beat)
                         He goes on and on about how 
                         interesting the creature is and all 
                         that stuff. 

                                     BUFFY
                         Anything else?

                                     WILLOW
                         That's all that's in here. But I 
                         think I've seen these scrolls he 
                         mentions. I'll go look for them.

                                     BUFFY
                         I think Giles stashed some more books 
                         in the training room. I'll go check 
                         them out. See if there's anything 
                         else in them.

               Buffy leaves to go look for books. Willow goes to the second 
               level and looks for the scrolls. Xander puts his head on the 
               table and closes his eyes, trying to get some rest. Anya 
               puts her head down and stares at him.

                                     WILLOW
                         I got it.

               Xander opens his eyes and isn't expecting to see Anya right 
               there. He jumps back.

                                     XANDER
                         Gnah! What are you doing?

                                     ANYA
                         I'm watching you sleep.
                                     (MORE)

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


                                     ANYA (CONT'D)
                         I hear that when you love someone, 
                         it's a custom to watch them sleep. I 
                         don't quite understand the practice. 
                         It's very boring.

                                     XANDER
                         Do you do this a lot?

               Willow puts the scrolls down on the table and they all take 
               a look. There is a picture, and a lot of unidentifiable 
               writing.

                                     XANDER (CONT'D)
                         Okay, so I understand the picture 
                         part. What's the rest mean?

               Willow and Anya both look at it.

                                     WILLOW
                         It means... I have no clue. I've 
                         never seen that language before.

                                     ANYA
                         I've been around for quite a while 
                         now and even I have no clue what 
                         that language is.

                                     XANDER
                         Maybe it's a special language that 
                         you need a secret Watcher decoder 
                         ring to read.

                                     WILLOW
                         So much for the more information 
                         part. It'd be nice if we at least 
                         had a name for it.
                              (beat)
                         I guess we should give it a name 
                         ourselves.

               Willow starts to think hard about the name. 

                                     WILLOW (CONT'D)
                         I mean, this is a big thing. Think 
                         about it. We get to name a demon. We 
                         have to think of just the right name. 
                         We don't want to name it some really 
                         dumb name and then have someone 
                         reading it in a hundred years thinking 
                         "Man, that's a bad name. Who would 
                         have named it that?

                                     XANDER
                         Oh! Was it hot? 'Cause if so, we 
                         could call it Demona.

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


               Neither one of the girls gets the joke.

                                     XANDER (CONT'D)
                         If you watched more cartoons, you'd 
                         get that.

                                     WILLOW
                              (with passion and 
                              gesturing)
                         Venator Inferi.

               Xander and Anya both duck and look around, then back to 
               Willow.

                                     XANDER
                         W--Was that a spell? Did you do a 
                         spell?

                                     ANYA
                         She's fallen off the wagon. We should 
                         tie her up at once and force her to 
                         admit that she has a problem and 
                         that there is a higher power.
                              (beat)
                         I don't know what the other steps 
                         are, but I've heard they've come out 
                         with twelve.

                                     WILLOW
                         Guys, it wasn't a spell. I'm not 
                         falling off the wagon. I'm firmly in 
                         the wagon with my seatbelt fastened. 
                         I was just naming the demon. Venator 
                         Inferi. It means, like, "hunter of 
                         the dead". I think.

                                     XANDER
                         Oh. Well, in that case...

                                     ANYA
                         I like it. It rolls off of the tongue.

               Buffy walks back into the room with a few books in hand.

                                     BUFFY
                         I found the books, but I don't think 
                         they'll help.

               She puts the books on the table. She sees the scroll.

                                     BUFFY (CONT'D)
                         Any new info?

                                     ANYA
                         We can't figure out what language 
                         that scroll is written in, so we
                                     (MORE)

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


                                     ANYA (CONT'D)
                         decided to name the demon ourselves. 
                         Venator Infury.

                                     WILLOW
                         Inferi. Venator Inferi.

                                     BUFFY
                         Nice name.  I think I would have 
                         gone with something like Bob, or 
                         maybe George. I'm not in a creative 
                         mood.

               She looks at the picture.

                                     BUFFY (CONT'D)
                         But that's our beast. Looks pretty 
                         serious too. His claws look sharp.
                              (beat)
                         I say we suit up and hunt it down.

                                     XANDER
                         I don't want to sound all demon lover 
                         here, but it seems like the town's a 
                         lot safer since this thing started 
                         hunting the vamps. I mean, I haven't 
                         seen a vampire in weeks with the 
                         exception of... Anyway, I think it's 
                         a good thing that something's managing 
                         to get the fanged population down 
                         around here.

                                     ANYA
                         Which is fine with me because I am 
                         fully human. Not a demon bone in my 
                         body. 

                                     BUFFY
                              (over Anya, to Xander)
                         That's what the Slayer is for.

                                     XANDER
                         Really? I thought the Slayer duties 
                         underwent a change. No more slaying, 
                         much more laying.

                                     ANYA
                         Xander.

                                     WILLOW
                         He's right. Buffy just wants to kill 
                         this thing to protect Spike. I don't 
                         care what you and Spike do, Buffy, 
                         that's wrong.

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


                                     BUFFY
                         What is it with you people?  I'm not 
                         seeing Spike anymore.  This thing is 
                         a demon.  So the vampire population 
                         is down.  Does that Watcher mention 
                         this thing not attacking any humans? 
                         It's dangerous.

                                     WILLOW
                         If it had attacked humans, we'd have 
                         heard about it by now.

                                     BUFFY
                         So now we wait to see how every demon 
                         behaves before we kill it?  Maybe 
                         next time the Hellmouth opens we can 
                         wait and see if Mr. Tentacles has 
                         reformed. Maybe he wants to be good.

                                     XANDER
                         I don't have time for this. I have 
                         to get to work.

               Xander stands up to leave.

                                     XANDER (CONT'D)
                         Not that it'll be safe for me to 
                         work with power tools, which actually 
                         have warning labels for my current 
                         situation of having not slept and 
                         thus being drowsy.

                                     ANYA
                         You never complain when I keep you 
                         up.

               Xander doesn't laugh. He grabs his coat. Willow stands up 
               too.

                                     WILLOW
                         I have places to be too.

                                     BUFFY
                         Where do you have to be that's so 
                         important? It's not like you even go 
                         to school anymore.

                                     WILLOW
                         No, that's right. I don't. But I do 
                         have to go to work. Real work too. 
                         Not some smelly fast food restaurant.

               As Willow says that, even she knows that was an incredibly 
               stupid thing to say.

                                     BUFFY
                         You have a job?

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


                                     WILLOW
                         Yeah.

                                     BUFFY
                         Fine. Great.

               Buffy turns to Anya.

                                     BUFFY (CONT'D)
                         And what about you?

                                     ANYA
                         I already have a job.

                                     BUFFY
                         I mean, can you help me with this 
                         thing, or am I in it alone?

                                     XANDER
                         No. I don't want you to get into 
                         this, Anya. We don't know...

                                     ANYA
                         I'm over a thousand years old, Xander.  
                         I think I'm capable of deciding 
                         whether or not I am allowed to go on 
                         patrol with Buffy.

               Anya looks at Buffy.

                                     ANYA (CONT'D)
                         I will.

                                     XANDER
                         Anya, we have dinner at my boss' 
                         tonight, remember?

                                     ANYA
                         Oh.

               Anya doesn't know what to do.

                                     ANYA (CONT'D)
                         I guess...
                              (beat)
                         I really shouldn't miss it. It's 
                         very important to the future of 
                         Xander's income.

                                     BUFFY
                         Fine. Whatever. I'll just go by 
                         myself.

               Buffy walks out of the shop. Xander and Willow fall silent.

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


                                     ANYA
                         I feel horrible. Someone should go 
                         with her.

                                     XANDER
                         While she kills a good guy?

                                     ANYA
                         We don't know for sure that he's a 
                         good guy. Maybe he feeds on vampires, 
                         and plays racket ball with the heads 
                         of humans. Y'know, using them as the 
                         balls, not the rackets.

                                     WILLOW
                         I can hardly stand looking at her 
                         anymore though. I don't think I could 
                         go, even if I didn't have to work.

                                     XANDER
                         I can't believe she had sex with 
                         Spike.

                                     ANYA
                         What's not to believe? Spike does 
                         have a very appealing body.

               Xander and Willow both shoot Anya disgusted looks.

                                     ANYA (CONT'D)
                         C'mon, Willow. You glare at me as 
                         though you never thought it yourself.

                                     WILLOW
                         Are you even capable of remembering 
                         that I'm gay?

               Anya gives her a look of her own.

                                     WILLOW (CONT'D)
                         Fine. I have. But it's still sick, 
                         and I would never act on it. It's 
                         hard to be attracted to someone when 
                         they've almost driven a broken bottle 
                         through your face. Kinda kills the 
                         mood.

                                     XANDER
                         He's evil. An evil demon. 

                                     ANYA
                         We all have a little demon in us.

                                     WILLOW
                         Easy for you to say. You who was 
                         actually a demon for a thousand years.

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


                                     ANYA
                         Right.  And you never drove a little 
                         girl into a pole at sixty miles per 
                         hour because you were too high on 
                         magic to see straight. And you, 
                         Xander.  The one who called forth an 
                         evil singing demon who made two people 
                         dance themselves to death.

                                     XANDER
                         It was a mistake.
                              (beat)
                         You're wrong. I don't have any demon 
                         in me. I'm a good guy. A very sane, 
                         non-vampire humping sane person.

                                     WILLOW
                         Me too. I was sick.

                                     ANYA
                         Sick? Yeah, maybe in your brain. 
                         It's a desire. Plain and simple.

                                     WILLOW
                         No. You don't have any idea what 
                         you're saying. What would you know 
                         about being human?

                                     ANYA
                         Obviously more than you two.

               Willow and Xander leave. As they walk out, Anya calls after 
               them.

                                     ANYA (CONT'D)
                         It's in us all.

               They're gone. The door closes. Anya says the next part in a 
               normal voice.

                                     ANYA (CONT'D)
                         You just have to open your eyes.

               EXT. ALLEY -- DAY

               It's sunset by now. Buffy is patrolling down this alley, 
               which is around some warehouses. She's alone and feeling 
               every bit of it.

               She looks around, and up. She smells something bad. Very 
               bad. She tries to find where it's coming from. This leads 
               her to the slightly open door of one of the warehouses. She 
               opens the door all the way and steps inside.

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


               INT. WAREHOUSE -- CONTINUOUS -- DAY

               She takes a few steps in. Rays of orange sunlight shine 
               through the door behind her like she's standing in front of 
               a spotlight.

               She sees blood on the ground. A trail of it, which leads to 
               a pile of dead and rotting animals. Alley cats and rodents 
               mostly. Flies buzz around.

                                     BUFFY
                         And to think I smelled like that at 
                         one point.

               She takes another step, looking around the place. She sees a 
               WOMAN huddled in the corner, shaking and dirty looking. Scared 
               like hell.

               The woman looks relieved when she sees Buffy.

                                     WOMAN
                              (calling out)
                         It's just the slayer.

               Buffy's confused. A door opens and a GROUP OF VAMPIRES walks 
               out, all in vamp face.  Buffy looks back to the girl, who is 
               now in vamp face too.

                                     BUFFY
                         What, I don't even scare skinny little 
                         girl vampires anymore? That's really 
                         really sad.

               Buffy pulls out a stake.

                                     BUFFY (CONT'D)
                         You guys mind if I ask you a few 
                         questions before I kill you? Just 
                         some things I should know so I can 
                         improve my public image.
                              (beat)
                         Like, do you think I'd be scarrier 
                         to you if I had a nose-ring?

               The vampires all suddenly get scared and take steps back. 
               Buffy smiles.

                                     BUFFY (CONT'D)
                         See, I still got the touch. Now if 
                         you'd all just line up, single file...

               Suddenly, the light shining through the door goes out. Slowly, 
               she turns around to see what's behind her.

               In the doorway, the huge Venator Inferi stands all tall and 
               scary looking.

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


               Buffy's eyes widen as she takes in the beast fully for the 
               first time.

                                                             FADE TO BLACK:

                                      END OF ACT TWO
 
------------------------------------------------------------------------------------------------------
                                                                        28.


                                        ACT THREE

               FADE IN:

               INT. WILLOW'S OFFICE -- DAY

               Your typical hip dot-com company office. Very trendy. Desks 
               set up with fancy computers on them. Willow is sitting at 
               one. She's working on her computer.

               A man, CASEY (early 20's, hip, but nerdy at the same time) 
               walks up to her desk.

                                     CASEY
                         How's the first day comin'?

               Willow finishes typing what she was typing, then looks up at 
               him.

                                     WILLOW
                         Not too bad. I'm a little confused 
                         though.

                                     CASEY
                         Really? What with?

               Willow smiles and gets cocky. 

                                     WILLOW
                         The fact that nobody was able to fix 
                         this before me.

                                     CASEY
                         Oh, looks like we've got ourselves a 
                         bragger here.

                                     WILLOW
                         I only brag when there's cause.

                                     CASEY
                         We all start off as braggers. But in 
                         the end, we all end up being the 
                         bragged... at.

                                     WILLOW
                         We'll see.

                                     CASEY
                         So you gonna be here much longer?

                                     WILLOW
                         I have a lot to sort through. Don't 
                         have any other plans for the night, 
                         so I could be here late.

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


                                     CASEY
                         You'll have to get used to the all-
                         nighters. Usually it's boring, but 
                         sometimes we play hacker tag and 
                         that's kinda cool.

                                     WILLOW
                         I'm used to being up all night.

                                     CASEY
                         Really? I didn't see you as the  
                         wild type.

                                     WILLOW
                         Wild leads to pain. I'm more of the 
                         research gal.

                                     CASEY
                         Sounds boring. What do you research?

                                     WILLOW
                         Stuff, mostly.

               Casey smiles.

                                     CASEY
                         I think I took a course in that back 
                         in college. Very interesting that 
                         stuff is. I had a little trouble 
                         grasping all the layers, but once 
                         you figure it out, it just changes 
                         your life.

                                     WILLOW
                         Which is why I find it so interesting. 

                                     CASEY
                         You drink coffee? I'm sure you can 
                         tell by my rambling that I do.

                                     WILLOW
                         My all-nighters aren't powered by 
                         pep, y'know. 

                                     CASEY
                         There's a Starbucks cart in the 
                         lounge. You should check it out.

                                     WILLOW
                         A cart? Since when do they deliver?

                                     CASEY
                         You'd be amazed at some of the perks 
                         around here.

                                     WILLOW
                         Was that a pun?

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


                                     CASEY
                         Pun?
                              (finally sees it)
                         Oh! Not on purpose.
                              (beat)
                         So, you wanna get some?

                                     WILLOW
                         That sounds good. I haven't had any 
                         in a while.
                              (beat)
                         I have a little more work to do and 
                         I really wanna get it done first.  
                         Five minutes?

                                     CASEY
                         Deal. I'll introduce you to the wild 
                         bunch of people who hang out around 
                         the cart all day.
                              (beat)
                         I'm not sure what they do here at 
                         the office, really. But they're loads 
                         of fun to talk to when you're drinking 
                         coffee. They're always there.

                                     WILLOW
                         Neat.

                                     CASEY
                         See you in five then.
                              (beat)
                         Minutes, I mean. Five minutes.

                                     WILLOW
                         Yeah, I got that.

                                     CASEY
                         Right.

               Willow smiles politely and motions toward her computer screen 
               with her eyes in an "I have work to do" kind of way. Casey 
               takes the hint and leaves.

               Willow goes back to work, still smiling. 

               INT. WAREHOUSE -- DAY

               Where we left off with her before. The vampires scurry to 
               get back through the door that they just came out of as the 
               Venator Inferi steps further into the warehouse, letting the 
               sunlight back in. It's very animal like. Not smart.

                                     BUFFY
                         You must be In-Vitro Ferrari.
                              (beat)
                         Or whatever Willow called you.

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


               Buffy steps closer to it.

                                     BUFFY (CONT'D)
                         Ever consider a career in modeling?

               She punches it. It hardly flinches. It spreads it's long 
               wings and ROARS.

                                     BUFFY (CONT'D)
                         I know. It really was a bad line. 
                         Sorry.

               It swats Buffy. She goes flying back. She hits the ground 
               hard.

                                     BUFFY (CONT'D)
                         What? You think you could have done 
                         better on the spot? And... ow.

               Buffy flips up to her feet and goes back to the beast.

                                     BUFFY (CONT'D)
                         Okay, try this instead.

               Buffy kicks it. It flies across the room, but spreads it's 
               wings and catches itself before it hits the ground.

                                     BUFFY (CONT'D)
                         Now that's handy.

               Then it soars back, crashing into her. They tumble and hit 
               the ground. Venator Inferi GROWLS. They continue fighting.

               INT. XANDER'S APARTMENT -- NIGHT

               Xander is dressed in nice clothes. He's sitting in a chair, 
               putting on his shoes. Talking to Anya who is in the bedroom.

                                     XANDER
                         So let's go through this one more 
                         time.

                                     ANYA (O.S.)
                         But we've been through it three times 
                         already. I know what I'm supposed to 
                         do and what not to do.

                                     XANDER
                         Humor me. Please.

                                     ANYA (O.S.)
                         Fine.

                                     XANDER
                         Thank you. Now, what do you do if 
                         someone mentions demons?

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


                                     ANYA (O.S.)
                         I laugh, and say that they're very 
                         silly people for believing in such 
                         things.

                                     XANDER
                         You could make it sound nice though.

                                     ANYA (O.S.)
                         I suppose I shouldn't entertain them 
                         with my many stories of vengence.

                                     XANDER
                         Maybe next time. What else?

                                     ANYA (O.S.)
                         I should try to sound like people 
                         usually sound, and not make comments 
                         that, while true, might be mistaken 
                         for insults.

               Anya switches modes and sounds like a normal person at a 
               party. 

                                     ANYA (O.S.) (CONT'D)
                         It's good to be here.  Thank you so 
                         much for inviting Xander and I. You're 
                         house is just adorable.
                              (gasps)
                         Are those real pearls? They're lovely! 

               Then she fakes a laugh.

                                     XANDER
                         Not bad.

                                     ANYA (O.S.)
                         For a thousand years, I pretended to 
                         be a normal person when I would go 
                         on a vengence job. I'm really very 
                         good at undercover.

                                     XANDER
                         I'll keep that in mind.

               When he's done with his shoes, Xander starts pacing.

                                     XANDER (CONT'D)
                         I just really want this to go good. 
                         It's my first real adult party. It's 
                         a serious event.

                                     ANYA (O.S.)
                         Everything will be fine.
                                     (MORE)

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


                                     ANYA (O.S.) (CONT'D)
                         Just remember to say "please" than 
                         "thank you" and to compliment them 
                         on their ugly furniture.
                              (beat)
                         And whatever you do, don't tell them 
                         that their children are oddly 
                         constructed. That never goes over 
                         well.

                                     XANDER
                         It'll be good to get away from 
                         everything. A night without vampires 
                         and Hellmouths. Like a normal person.

                                     ANYA (O.S.)
                         Normal people tend to get bitten and 
                         drained of all their blood.  Maybe I 
                         should bring a stake in my purse. 
                         Just incase.

                                     XANDER
                         No. I don't want there to be any 
                         chance of them asking questions.

               Anya walks out of the bedroom, dressed up all nice and pretty.

                                     ANYA
                         Zip me.

               She walks to Xander. He zips up her dress. She turns around.

                                     ANYA (CONT'D)
                         How do I look?  Will I pass for a 
                         normal human girl?

                                     XANDER
                         You look amazing.

               She smiles.

                                     XANDER (CONT'D)
                         What do you say if they ask you where 
                         you grew up?

                                     ANYA
                         I grew up in south-eastern Indiana 
                         where my father raised sheep for a 
                         living.

                                     XANDER
                         Good. And your parents' names?

                                     ANYA
                         I never thought about that.  I don't 
                         suppose that D'Hoffryn and Halfrek 
                         would be acceptable names?

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


                                     XANDER
                         No.
                              (beat)
                         How about Clark and Mary-Jane?

                                     ANYA
                         Great. As long as your boss doesn't 
                         read comic books, we should be fine. 
                         Do people raise sheep in south-eastern 
                         Indiana?

                                     XANDER
                         I have no clue? I'm sure someone 
                         does.

                                     ANYA
                         Maybe I'll just say "Indiana", and 
                         then steer them away from any details.  
                         Like if they say something I can't 
                         answer, I'll make a gesture of some 
                         sort and you can get me out of it, 
                         like in those situation comedies on 
                         television.

                                     XANDER
                         Just scratch your ear, or something. 
                         Nothing too big.

                                     ANYA
                         Of course not.  Then they'd ask 
                         questions about my odd behavior, and 
                         I wouldn't want to actually reveal 
                         any real information about myself to 
                         these people.  I have to be the 
                         perfectly normal girl who dresses in 
                         fancy clothes that are very 
                         uncomfortable, and who talks like 
                         everyone else, and who was raised 
                         just like everyone else. I don't 
                         know why I'm even going to this dinner 
                         when it's obvious that I'll never be 
                         able to really fit in with these 
                         people.

                                     XANDER
                         Anya, you're a great person. And I 
                         love you the way you really are, and 
                         I'd like nothing better than to go 
                         in there, telling them that we met 
                         when you summoned the evil alernate 
                         reality version of my best friend 
                         and tried to turn the world into a 
                         hell-fest. But somehow, I don't think 
                         they could deal with that.

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


                                     ANYA
                         Yes, and telling them that we met at 
                         a Star Trek convention makes us more 
                         normal.

               Xander is too busy looking for his keys to pay any attention 
               to her. He finds them and picks them up.

                                     XANDER
                         Huh?
                              (beat)
                         Okay, I think we're ready.

               He takes a look around to make sure he hasn't forgotten 
               anything, then they walk out. 

               INT. WAREHOUSE -- NIGHT

               Buffy and Venator Inferi are still fighting it out. It makes 
               a few swings at her, managing to get in one good hit. She 
               grabs it with both hands around it's neck and slams it against 
               the wall, holding it there, face to face.

                                     BUFFY
                         Y'know, for something that eats dead 
                         people, you have amazingly fresh 
                         breath. 

               She throws it back down to the ground, but it quickly 
               recovers, ready for more fighting. 

               Venator Inferi flies at Buffy. She jumps in the air and grabs 
               him, causing them to fall back to the ground.  While it's 
               stunned, she punches it a few times, causing it to seriously 
               slow down - close to passing out, but not quite there. She 
               pulls out her stake and raises it.  Just as she's about to 
               drive the stake through it's heart, she looks into it's eyes. 
               She stops.

               After a moment of just looking at it, realizing that she is 
               killing the thing that kills vampires, she can't bring herself 
               to kill it.  She gets off of it, trying to figure out how 
               she got to this place. What has she become?  Killing the 
               good guy.

               The door that the vampires ran through opens a little and 
               the woman vampire peeks out.

                                     WOMAN
                         It's down! We can get it!

               The vampires rush out, about to charge Venator Inferi. They 
               stop with Buffy between them and the beast.  They look at 
               Buffy, who is still holding the stake, realizing that they 
               might have to fight her too. Buffy looks at them.  Then back 
               at Venator. She's confused.

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


               A moment passes. Then she drops her stake and walks out of 
               the warehouse.

               As she walks out, we STAY ON HER and HEAR A FIGHT break out 
               behind her, O.S.

               EXT. BUFFY'S HOUSE -- NIGHT

               Buffy walks up to the dark house, still thinking deeply about 
               what's happened in her life.

               INT. BUFFY'S ROOM -- NIGHT

               She walks into the room, turns on the light and sits down on 
               her bed. She sighs.

               She grabs Mr. Gordo and starts talking with him.

                                     BUFFY
                         Things were much easier before I 
                         died that second time. 
                              (beat)
                         I guess you can't please everyone, 
                         right?  And so what if they don't 
                         like him?  It's my choice and they'll 
                         just have to live with it.  Spike 
                         isn't the same vampire he was. He 
                         helps me. He's saved Dawn a lot.
                              (beat)
                         Yeah, he sometimes tries to kill 
                         people. But so did Angel.  It's not 
                         like I've ever had the highest of 
                         standards, right?
                              (beat)
                         I like Spike.  So what if they don't 
                         like him? I mean, you might want to 
                         hide, Gordo, old man. He tends to 
                         eat your kind.  But other than that, 
                         I see no problems with him being in 
                         my life.

               Buffy gets up and puts Mr. Gordo in a drawer.

                                     BUFFY (CONT'D)
                         You'll be safe in there.

               She closes the drawer and walks out of the room.

               INT. SPIKE'S CRYPT -- LOWER LEVEL -- NIGHT

               SPIKE is sitting on his bed, reading a book. Buffy comes in. 
               Spike sees her and puts the book down.

                                     SPIKE
                         What are you doing here?

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


                                     BUFFY
                         I needed to get out.

                                     SPIKE
                         What about your big speech? "Never 
                         coming back" and all that? You set 
                         my bloody chair on fire.

                                     BUFFY
                         Things change.

               She walks to Spike.

                                     SPIKE
                         What if I don't feel like it?

                                     BUFFY
                         Yeah. That's gonna happen.

                                     SPIKE
                              (half heartedly)
                         It is happening, sweetie.  I'm tired 
                         of your little mind games.  The shop's 
                         closed. You want your engine tuned 
                         up, you're gonna have to find yourself 
                         another tool.

               She kisses him. He pushes her away. She kisses him again. 
               Gently. Sweetly. He melts. They keep kissing.

                                     BUFFY
                         You still want me to go?

               She grabs him and kisses him again. He kisses back.

                                     SPIKE
                         Slayer.
                              (beat)
                         Buffy. 

               Buffy moves away from him. Back to the bed. She motions for 
               him to join her. Slowly, he walks to her.  She touches his 
               face, then kisses him.

               And just when you think we might see another sex scene we...

                                                             FADE TO BLACK:

                                     END OF ACT THREE
 
------------------------------------------------------------------------------------------------------
                                                                        38.


                                         ACT FOUR

               FADE IN: 

               INT. SPIKE'S CRYPT -- LOWER LEVEL -- NIGHT

               Buffy and Spike are now just laying there, covered only by 
               sheets.

                                     BUFFY
                         I've been thinking. About us.

                                     SPIKE
                         Yeah, and what's your conclusion?

                                     BUFFY
                         My conclusion is that you make me 
                         happy.
                              (beat)
                         I've been thinking about offering 
                         you a drawer at my place. Y'know, 
                         for you to keep your extra t-shirts 
                         in. Assuming you have any. Or maybe 
                         just a hook for you to hang your 
                         coat on. Y'know, a special "Spike 
                         Only" hook.

                                     SPIKE
                         And what do you think the rest of 
                         the Scooby clan would have to say 
                         about that development?

                                     BUFFY
                         You know, I just don't care anymore.  
                         I've given up living my life for 
                         other people. It's me time.
                              (beat)
                         It'll be convenient too. Y'know. 
                         Like, you could do housework and 
                         stuff like that.

                                     SPIKE
                         I don't cut grass.

                                     BUFFY
                         Besides, it'll be easier for you to 
                         watch Dawn when I'm out on slay duty.

                                     SPIKE
                         I think it's pretty easy for me to 
                         keep my eye on her with the current 
                         arrangement.

               Buffy gets excited with her new thought. 

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


                                     BUFFY
                         Ooh. You'd be all stay at home dad 
                         guy. Drinking too much blood and 
                         getting fat while Dawn causes all 
                         sorts of trouble.

                                     SPIKE
                         Is that what this is? Are you 
                         searching for your long lost daddy?

                                     BUFFY
                         Hey, my dad isn't as bad as he's 
                         made out to be.
                              (beat)
                         I'm looking for more of a live-in 
                         boyfriend figure. Isn't that what 
                         you wanted? 

                                     SPIKE
                         Actually, all I really want is 
                         something to eat.

               Spike VAMPS OUT. He puts his lips close to Buffy's.

                                     SPIKE (CONT'D)
                         Something young.

                                     BUFFY
                              (playfully)
                         Great. Now I have to worry about you 
                         chasing younger women? 

                                     SPIKE
                         Yeah. You should.  As a matter of 
                         fact, I've got the youngest Summers 
                         locked away all good and tight as we 
                         speak. That's a fine snack if I ever 
                         had one.

               He DEVAMPS.

                                     BUFFY
                         Ha ha, Spike. Knock it off.

               Spike gets out of bed and starts getting dressed. Buffy just 
               lays there.

                                     SPIKE
                         Oh, you think I'm joking.
                              (beat)
                         I'm not, you know. I've got her full 
                         of holes as we speak.  And you can't 
                         even tell because you're never around 
                         enough to know where the hell she 
                         is.

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


                                     BUFFY
                         Spike, I said that's enough.

                                     SPIKE
                         It's not enough, slayer.  You're too 
                         busy not dealing with your own sorry 
                         excuse for a life that you've stopped 
                         paying attention to the Little Bit.

                                     BUFFY
                         Stop it.

                                     SPIKE
                         You don't have to worry though.  
                         Pretty soon, your little sis won't 
                         have to worry about your neglect. 
                         She won't have to worry about anything 
                         but keeping up with the latest 
                         fashions. She'll be young forever.

               Buffy is sitting up by now, covering herself with the sheet. 
               Now very serious and angry.

                                     BUFFY
                          I told you, that's not funny.

                                     SPIKE
                         Oh, I'm not joking, pet.

                                     BUFFY
                         Dawn is fine. She's safe at home.

                                     SPIKE
                         Really?

               Spike walks around the bed to Buffy and gets close to her. 
               He whispers into her ear.

                                     SPIKE (CONT'D)
                         Dawn dropped her backpack as I nabbed 
                         her. Squeeled like a baby pig as I 
                         carried her off.

               Buffy's face drops as the realization that Spike isn't kidding 
               sinks in. She can't breath.  In that harsh moment, Spike 
               pulls a very long knife out from behind the bed, and stabs 
               it as far as it will go into Buffy's stomach, pushing her 
               back against the bed.

               She lays there, in shock and Spike smiles at her and puts 
               his coat on.

                                     SPIKE (CONT'D)
                         I'm feeling a bit peckish. Best go 
                         pay the snack bar a visit. Get me 
                         something sweet.

------------------------------------------------------------------------------------------------------
                                                                        41.


               Spike dabs his finger in the blood from her wound and tastes 
               it.

                                     SPIKE (CONT'D)
                         Mmm. Can really taste the family 
                         resemblance. 

               With that, he leaves her there alone.

               The room goes silent, except for the sound of her HEAVY 
               BREATHING.

               We can hear her HEART POUNDING.

               She tries to move, but the pain stops her. She's still in 
               shock over what just happened.

               She takes a deep breath and tries to move again. She can't. 
               She claws at the bed with her arms, trying to pull herself 
               up, but can't.

               She starts crying. Freaking out.

               She tries to get out of the bed, frantically, but can't.

               She doesn't know what to do. She keeps trying to stand up, 
               but can't. This struggle lasts a very long time.

               She looks over and sees her clothes on the floor. She reaches 
               for them, but can't reach them. She leans as far as she can.  
               This results in her falling out of the bed.

               She hits the ground,     red only in the sheet. The bed is 
               covered in blood, as is the sheet she is covered 
               (strategically) in.

               The knife that Spike stabbed her with is sticking out the 
               center of her lower back.

               She looks back and sees all of the blood. She looks down at 
               the knife that runs through her and feels the back with her 
               hand.

               She is stuck on the floor, not moving much else than I've 
               described here. Especially, her legs.

               INT. OZ'S CRYPT -- NIGHT

               This is the crypt that Oz used in season 4 for his wolf 
               nights.  All is pretty much the same as back then, but we 
               don't see much of anything at first. It's very dark.

               The door is whipped open just as a CLASH OF THUNDER rips 
               through the air. We don't see anything until a FLASH OF 
               LIGHTNING fills the room with blue light for a split second.  
               In that split second, we see Spike standing at the door.  
               His face in it's human form.

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


               The room is once again dark and we see nothing.

               ANOTHER FLASH. This time, when we see Spike's face, it's in 
               VAMP MODE. Darkness again. THUNDER ROARS.

               ANOTHER FLASH. This time, we see the cage. The form of Dawn 
               laying on the floor. But we don't see her very well. Darkness.

                                     DAWN
                         I need water.

               ANOTHER FLASH. This time, we're inside the cage. And in that 
               quick flash, we see Dawn covered in vampire bites.  Darkness 
               again.

               A light comes on. Flickers. Spike is standing next to the 
               old bulb. We can see Dawn better now. Her bites red and 
               swollen, but not much blood dripped on her.

                                     SPIKE
                         Don't worry, little bit. I've got 
                         something for you to drink soon 
                         enough.

                                     DAWN
                         If you turn me, Buffy will just kill 
                         us both.

                                     SPIKE
                         I'm not much worried about your big 
                         sis.  I think she's got enough of a 
                         challenge just getting her pants 
                         back on. But I don't like to brag.

                                     DAWN
                         What's happened to you?

                                     SPIKE
                         I've opened the door to my cage. The 
                         animal's out again.

               Spike walks toward the cage. WE HEAR RAIN begin to fall 
               outside.

               Dark MUSIC begins to play as we see the following shots...

               INT. WILLOW'S OFFICE -- LOUNGE -- NIGHT

               Willow is standing at the coffee cart, talking to COWORKERS 
               about some sort of computer stuff. She makes a joke. They 
               laugh. She smiles.

               INT. OZ'S CRYPT -- NIGHT

               Spike opens the cage door and looks down at Dawn.

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


               INT. UNFAMILIAR DINING ROOM -- NIGHT

               Xander and Anya are dressed up all nice, eating dinner with 
               FRIENDS. Both are acting very mature. Xander is in some sort 
               of deep, serious conversation with a couple of other guys. 
               Something political or something. We can't hear.

               INT. OZ'S CRYPT -- NIGHT

               Spike grabs Dawn by the hair and pulls her up. He takes a 
               bite of her neck. We can hear her SCREAM as it blends with 
               the music and another CLASH OF THUNDER.  The echos of the 
               scream carry through to the next shot.

               EXT. MAIN STREET -- NIGHT

               Rain is pouring down. PEOPLE are going about their normal 
               lives. Some just walking down the street. Some laughing and 
               playing. Having a good, fun time. Totally unaware of the 
               pain and suffering going on not too far away.

               EXT. SUNNYDALE -- NIGHT

               We see the whole town now. Still raining. We hear LAUGHTER 
               blended with the music. THUNDER ROARS. ANOTHER SCREAM.

               This is Sunnydale.

               INT./EXT. SPIKE'S CRYPT -- LOWER LEVEL/UPPER LEVEL/OUTSIDE -- 
               NIGHT

               The music and all other sounds suddenly STOP. We see Buffy, 
               on the floor, at the bottom of the ladder that leads to the 
               upper level of the crypt. She's covered in the sheet still. 
               A trail of blood leading back to the bed.  She's been trying 
               to escape, but has had no luck. Her legs are limp behind 
               her, having been dragged all the way.

               Right now, she just sits here. A blank expression on her 
               face. She stays this way for an extended moment. Her breaths 
               are heavy.

               Finally, she moves. She grabs the handle of the knife, and 
               rips it out of her gut. She doesn't wince, or grunt. She 
               can't feel it.

               Gently, she puts the knife down on the ground next to her.

               ANGLE : THE KNIFE

               Her hand still rests on the long, bloody knife. Total silence. 
               After a moment, she takes her hand off of it.  We FOLLOW HER 
               HAND as she slowly moves it up, and grabs onto the cross 
               that is around her neck.

               In a soft, graceful, whisper of a voice, she says...

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


                                     BUFFY
                         Please.

               Sound begins to fill the room again. The RAIN CAN BE HEARD. 
               Reality sets back in for her.

               In a louder, but broken voice she says it again.

                                     BUFFY (CONT'D)
                         Please.

               She begins to sob. The hardest she's ever cried in her life.

               As she continues to cry, we PULL OUT in one smooth motion. 
               Through the upper level of the crypt. Her cries now blending 
               with the rain and THUNDER. And we continue to pull out of 
               the entire crypt until we can see the whole thing. Rain 
               pouring over it. Buffy's cries now faint, but still there.

               INT. OZ'S CRYPT -- NIGHT

               Spike is holding Dawn up still. She's weak now, and looks 
               like death run over twice. Totally limp.

               He kisses her on the cheek, leaving lip marks in blood.

               Spike bites into his left wrist and rips a chunk of his own 
               flesh away. He takes a moment to take in the pain.

               He violently jerks Dawn, getting ready to force his blood on 
               her, and showing how little he cares about her.

               Dawn, weakened, but awake, mumbles something so quietly that 
               we can't hear what she says. But for the record...

                                     DAWN
                         Do you have diet?

               Spike pauses.

                                     SPIKE
                         I couldn't hear what you said, love, 
                         but I'll assume it was a smart-ass 
                         comment.

               As Spike moves to put his wrist and Dawn's mouth together, 
               an arm reaches into the frame, grabbing his bleeding arm. We 
               PULL BACK to see that it's Buffy.  Fully clothed, but still 
               bleeding.

               There is no time for Spike to react before Buffy snaps his 
               arm back, breaking it a whole lot. He screams in pain.

               Dawn drops to the ground like a rag doll.

               Spike turns around to face Buffy, but before he can even 
               fully turn, Buffy grabs him and throws him as hard as she

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


               can through the bars of the cage, breaking them. He hits the 
               wall on the other side of the crypt, leaving a huge dent 
               where his head hits it. He slumps to the ground, unconscious. 
               His white hair, now red with blood.

               Buffy drops to her knees over Dawn. Dawn is unconscious too 
               by now. Buffy grabs Dawn's wrist and feels for a pulse.  She 
               begins crying again as she bends down to listen for a 
               heartbeat.

               Now sobbing, Buffy takes the limp Dawn in her arms. She wipes 
               Spike's kiss off of Dawn's face, and fixes her sister's hair. 
               She believes that Dawn is dead.

                                     BUFFY
                         I'm so sorry, Dawn.
                              (beat)
                         You never deserved this life. I'm 
                         sorry.

               She kisses Dawn's forehead. She takes her cross off and puts 
               it around Dawn's neck. Instantly, Buffy slumps over once 
               again. Her shirt red. Her legs not moving.

               EXT. CEMETERY -- MORNING

               The sun rises over the place. The tombstones cast shadows on 
               the ground.

               INT. OZ'S CRYPT -- MORNING

               Soft, gentle MUSIC begins now.

               The windows begin to glow as the morning light fills the 
               room. Rays of light shoot through the windows and the door.

               Buffy and Dawn are still on the floor in the cage.

               Spike is still out, on the floor, in the shadows. He begins 
               to wake up. Soon, he is awake again and feeling the night 
               before with a vengence. He looks around and sees Buffy and 
               Dawn in the cage. He feels his head, which is not in vamp 
               mode anymore, but is still very bloody. He looks at the blood 
               on his hand. As he remembers the night before, he begins to 
               get pissed off again.

               He VAMPS OUT. His vampire face looks a little disfigured 
               where it got cozy with the wall.  He's about to move toward 
               Buffy and Dawn when a SOFT LIGHT fills the room.

               He BEGINS TO SMOKE. Still out of direct sunlight, he DEVAMPS 
               and looks around, wondering what's going on. 

                                     SPIKE
                         What the...? Bloody hell!

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


               Burning up, he covers himself with his coat. But he won't 
               stop burning.  He rushes out of the crypt.

               In the cage, we see Buffy laying in a small pool of blood. 
               Her eyes are open and blin  An. She's awake. But she isn't 
               moving anything at all.

               Dawn is laying next to her. As we see Dawn, we can hear her 
               soft, struggling breathing. She is alive.

                                                             FADE TO WHITE:

               FADE BACK FROM WHITE:

               INT. HOSPITAL ROOM -- DAY

               The room is empty except for Buffy. She is laying on her 
               hospital bed, in a similar position as the one she was in on 
               the floor of the crypt. She is looking out the window.

                                     BUFFY (V.O.)
                         Through my life, I've had to deal 
                         with many struggles.  It's been hard, 
                         and I haven't always done what's 
                         right. But I've come to learn that I 
                         am never alone in these times. 
                         Everyone who has touched my life 
                         will always be with me when I need 
                         them.  Even if it's only in spirit, 
                         they will stand next to me in my 
                         times of need.
                              (beat)
                         The darkness I've lived through has 
                         changed me. This town is filled with 
                         that darkness. It touches everyone. 
                         Infects them like a disease.  I was 
                         infected, but my eyes are opened 
                         now. I've seen this place for what 
                         it is.

               INT. HOSPITAL DESK AREA -- DAY

               Willow, Xander and Anya are checking Dawn out. Dawn is covered 
               with many colorful band-aids where she was bit. As Willow 
               signs her out, Xander is joking around with Dawn. Making her 
               laugh. Willow turns and laughs too. Anya stands there, 
               disconnected from them. Watching them. Not laughing.

                                     BUFFY (V.O.)
                         I now know that I can't push my 
                         friends away. To do so would mean 
                         letting the darkness in.

               All signed out, Willow and Xander lead Dawn down the hallway, 
               toward the exit. Not looking back. Anya moves to follow, but 
               stops. She turns around and gives one last look back down 
               the other end of the hall. Toward where Buffy's room is.

------------------------------------------------------------------------------------------------------
                                                                        47.


               Then she looks down at the ground and follows the others out 
               of the hospital.

               INT. HOSPITAL ROOM -- DAY

               We see Buffy again, still watching out her window. We PAN 
               AROUND her and see out the window. What she is watching.

               Her friends get into Xander's car, and the car pulls away.

                                     BUFFY (V.O.)
                         But I know that someday, I will have 
                         to let them go. To find a place in 
                         the world where the darkness won't 
                         be able to creep into their souls. I 
                         can only hope that they will be able 
                         to find the peace that I've found. 
                         To see the world around them. To 
                         find their way out of the darkness.

               We stay on the shot of the now empty parking space.

                                     BUFFY (V.O.) (CONT'D)
                         I may never walk again.  But the 
                         strength that I've found will carry 
                         me through life.

                                                             FADE TO BLACK:

                                         THE END