TEASER

               FADE IN:

               EXT. FIELD - 1865 - DAY

               The sun shines down upon the field, and the children that 
               run through it. A boy, YOUNG WILLIAM, and a girl, YOUNG GRACE. 
               Both are about ten years old. Playing and having a good time.

               SUBTITLE: ENGLAND, 1865

               Grace drops onto the ground, and sits in the grass. William 
               drops next to her.

                                     YOUNG GRACE
                         I win.

                                     YOUNG WILLIAM
                         Win what?

                                     YOUNG GRACE
                         The race.

                                     YOUNG WILLIAM
                         We weren't racing. I never race.

                                     YOUNG GRACE
                         You only say that when you lose.

                                     YOUNG WILLIAM
                         You lie. I don't race because it 
                         doesn't suit me. There's not other 
                         reason.

                                     YOUNG GRACE
                         Say it all you want, but that won't 
                         make it true. You lost and you don't 
                         want to admit it.

                                     YOUNG WILLIAM
                         If that's what you want to believe, 
                         then believe it. It's of no concern 
                         to me either way.

                                     YOUNG GRACE
                         Fine. Then I will believe it, and 
                         I'll tell everyone I know that I 
                         beat you.

                                     YOUNG WILLIAM
                         You will not.

                                     YOUNG GRACE
                         I thought you didn't care.

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


                                     YOUNG WILLIAM
                         I don't care if you win a silly race, 
                         but that's no need to go around 
                         telling everyone about it.

                                     YOUNG GRACE
                         Why not?

               William pauses.

                                     YOUNG WILLIAM
                         Because.
                              (then)
                         Because it's not becoming of a lady.

                                     YOUNG GRACE
                         Well, then I suppose it's a good 
                         thing I'm just a girl and not a lady.
                              (beat)
                         I won't tell. But only if you'll do 
                         something for me.

               He looks at her. Wondering what she could possibly want.

                                     YOUNG WILLIAM
                         What?

                                     YOUNG GRACE
                         You know quite well what I want. Do 
                         it and I won't tell.

                                     YOUNG WILLIAM
                         Now?

                                     YOUNG GRACE
                         Right now.  It doesn't have to be 
                         anything too fancy. I just like the 
                         way to make it sound.

               William looks around. Not just to see if anyone else is 
               around, but to take in his surroundings. Then he begins.

                                     YOUNG WILLIAM
                         The hills around are rolling. The 
                         trees around are blowing. And over 
                         head, high above, the sun is simply...

               Before he finishes, a VOICE comes from the distance. A young 
               girl.

                                     VOICE (O.S.)
                              (calling)
                         Grace!

               Grace and William look up. At the same time, they see another 
               girl, YOUNG CECILY walking toward them.

               William is immediately drawn to her.

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


                                     YOUNG WILLIAM
                              (finishing)
                         ...glowing.

               Grace isn't paying him any attention right now. She stands 
               and runs to Cecily. William follows.

               When they reach Cecily, Grace smiles.

                                     YOUNG GRACE
                         Cousin, you're here.

                                     YOUNG CECILY
                              (with a smile)
                         We arrived only an hour ago. Your 
                         mother sent me to bring you home.

               Grace nods.

                                     YOUNG GRACE
                         Oh, before we leave, I want you to 
                         meet my friend.

               She looks back at William.

                                     YOUNG GRACE (CONT'D)
                         This is William.
                              (to William)
                         William, this is my cousin, Cecily.

               William smiles.

                                     YOUNG WILLIAM
                         A pleasure.

               He's smitten.

                                                             FADE TO BLACK:

                                      END OF TEASER

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


                                         ACT ONE

               FADE IN:

               INT. GRACE'S HOUSE - GRACE'S ROOM - NIGHT

               Young Grace and Cecily are talking as they get ready for 
               dinner. They wear nice dresses and are brushing their hair.

                                     YOUNG GRACE
                         We have this game. At any moment, I 
                         tell him to make up a poem, and he 
                         must. Any time I choose. It doesn't 
                         have to be great, but the words that 
                         come into his mind are so beautiful, 
                         Cecily.

                                     YOUNG CECILY
                         I don't understand.

                                     YOUNG GRACE
                         You read poetry.

                                     YOUNG CECILY
                         Yes, of course. But the boy obviously 
                         wasn't from our class. What causes 
                         you to have such interest in him?

                                     YOUNG GRACE
                         I just like him. What's wrong with 
                         that?

                                     YOUNG CECILY
                         What's wrong is that you shouldn't 
                         be cavorting with such riffraff.

               Grace stands up and looks Cecily right in the eyes.

                                     YOUNG GRACE
                         You witch! You take that back this 
                         instant, or I'll--

                                     YOUNG CECILY
                         You'll what? Tell your father? You 
                         know he'd just agree with me.

                                     YOUNG GRACE
                         He would not.

                                     YOUNG CECILY
                         Shall we see then? I'll go ask him 
                         right now.

               Cecily moves to stand up. Grace pushes her back down to her 
               seat.

                                     YOUNG GRACE
                         No.

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


               Cecily smiles.

                                     YOUNG CECILY
                         See? You know I'm right.

               Grace doesn't want to admit it. But in her heart, she knows 
               that her father would agree with Cecily.

               Grace sits back in her chair, not feeling very happy. Cecily 
               stands and walks behind her. She begins to brush her hair 
               for her.

                                     YOUNG CECILY (CONT'D)
                         I know you don't like what I am 
                         telling you now, cousin. But keep my 
                         words in your heart. As you grow, 
                         you'll come to see the truth in them. 
                         You must know your place in this 
                         world. Your one chance at real 
                         happiness can only be found by looking 
                         within your own station. Love can 
                         only be found in an equal.

               As Cecily speaks to her, Grace just stares into the mirror.

               INT. BALLROOM - 1877 - NIGHT

               Many PEOPLE, dressed in only the best clothes of the time 
               fill the grand ballroom. MUSIC is being played. People are 
               dancing. Mingling. Laughing.

               SUBTITLE: FRANCE, 1877

               Among the partiers is CECILY ADDAMS. The girl who would one 
               day become Halfrek, but now just a normal girl. She is young, 
               beautiful and at home among the fancy people. (I'll call her 
               Halfrek, just to keep it easy)

               She is on the arm of ROBERT HALFRED III. A man ten years her 
               senior, but the man she loves. They walk almost as one entity, 
               in perfect pace with each other.

               Finally, they reach DONALD BENGIER and his wife, MARGRET. 
               They are an older couple and if their looks tell anything 
               about them, it's that they are snobs.

                                     ROBERT
                         Donald. It's good to see you again.

               Donald smiles and they shake hands.

                                     DONALD
                         And you, my friend.

               Donald looks at Cecily.

                                     DONALD (CONT'D)
                         And who might this young flower be?

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


                                     ROBERT
                         I'd like you to meet my bride-to-be, 
                         Cecily Addams.

               Halfrek extends a hand. Donald kisses it politely.

                                     DONALD
                         An honor to meet you, dear.
                              (gesturing to the 
                              missus)
                         My wife, Margret.

               Margret smiles and nods. Halfrek returns the gesture.

                                     DONALD (CONT'D)
                         You couldn't be the daughter of Daniel 
                         Addams?

                                     HALFREK
                         I am, sir.

                                     DONALD
                         My! A small world it is, indeed. I 
                         knew your father when he was just a 
                         young man starting out. A fine man.

                                     HALFREK
                         Thank you, sir. I'll tell him I met 
                         you.

                                     DONALD
                         Do send him my best when you see 
                         him.
                              (to Robert)
                         So, when is the big day?

                                     ROBERT
                         We've decided on March 14. It's the 
                         anniversary of the day we first met.

                                     DONALD
                         A romantic.

                                     ROBERT
                         It was Cecily's idea, really.

                                     DONALD
                         I see. And how was it that you met?

                                     ROBERT
                         At a party, not unlike this one. Her 
                         father introduced us.

                                     DONALD
                         You're a wise man, Robert. To have 
                         the blessings of the father before 
                         you get involved.
                                     (MORE)

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


                                     DONALD (CONT'D)
                         I tell you, it would have done me 
                         good to do the same. Why, after we 
                         wed, Margret didn't speak with her 
                         father until fifteen years later. 
                         Nearly a week before the old man 
                         died.

                                     HALFREK
                         Oh, that's awful.

               Margret is about to say something. But Donald cuts her off.

                                     DONALD
                         Indeed! I take joy in knowing that 
                         you won't suffer in the same way as 
                         my dear wife.

               A WALTZ BEGINS TO PLAY. Donald perks up.

                                     DONALD (CONT'D)
                         Excuse us. My darling loves a waltz.

               With nods all around, the older couple walks off.

                                     ROBERT
                         Shall we?

               Halfrek smiles at him. They walk out to the dance floor and 
               begin to dance. We watch them dance for a long while. Happy.

                                     HALFREK
                         Isn't this perfect, Robert?

                                     ROBERT
                         What's that, dear?

                                     HALFREK
                         Everything. The people, the music, 
                         us.

               She looks into Robert's eyes. He smiles at her, and kisses 
               her. She takes in the moment.

                                     ROBERT
                         When you're my wife, you'll be able 
                         to throw hundreds of parties just 
                         like this. Or better.
                              (then)
                         I didn't want to say anything, but 
                         the punch was a little sour.

                                     HALFREK
                         You drank three cups.

                                     ROBERT
                         I had to.
                                     (MORE)

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


                                     ROBERT (CONT'D)
                         Jacob and Matilda were standing right 
                         there. She kept handing them to me.

               Halfrek smiles.

                                     HALFREK
                         You poor dear. If it helps any, you 
                         put on quite a good show. I couldn't 
                         tell you didn't like it, and I know 
                         you better than anyone.

               He once again smiles at her.

               INT. BALLROOM - LATER

               The room is starting to empty out. Halfrek is putting on her 
               coat and getting ready to leave. A older woman, MILLICENT, 
               walks up to her.

                                     MILLICENT
                         It was wonderful to see you again, 
                         Cecily. And Robert too.

               Millicent looks around.

                                     MILLICENT (CONT'D)
                         Though he seems to have run off, 
                         hasn't he?

                                     HALFREK
                         He's here somewhere. You know how 
                         all men are. Once they start talking 
                         about the workings of the world, 
                         they have a way of vanishing on you. 
                         I suppose he's around here somewhere, 
                         talking to the other men and smoking.

                                     MILLICENT
                         Yes, of course. Well, you just let 
                         him know that I was thrilled that 
                         you both could make it. You make 
                         such a wonderful couple.

                                     HALFREK
                         Thank you. I'll do that.

               Millicent smiles and walks away. As she walks, she hides a 
               giggle from Halfrek.

               Robert quickly walks up to Halfrek, pulling on his coat and 
               straightening his tie.

                                     HALFREK (CONT'D)
                         Robert, where were you? Everyone's 
                         been asking.

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


                                     ROBERT
                         You know how it gets, dear. I was 
                         pulled into a corner and I just 
                         couldn't get away.

                                     HALFREK
                         I thought I'd have to leave without 
                         you.

                                     ROBERT
                         Nonsense. I'd never allow such a 
                         thing to happen.

               He puts a hand on her face.

                                     ROBERT (CONT'D)
                         I could never allow you to walk these 
                         streets by yourself. It might allow 
                         another man to sweep you off your 
                         feet.

               He kisses her and then holds an arm out for her to take.

                                     ROBERT (CONT'D)
                         Shall we?

               She takes the arm and they walk out.

               EXT. PARIS STREET - NIGHT

               Halfrek walks, alone, down the street carrying a bag. She 
               pulls a scarf tight around her, to keep warm. It's Christmas 
               time, so there are some decorations around. She passes an 
               OLD MAN on the street and smiles to him.

                                     HALFREK
                         Joyeux Noel.

               He nods and smiles as he passes. 

               She finds her way to a house and walks in.

               INT. PARIS HOUSE - CONTINUOUS - NIGHT

               Halfrek walks into the house and takes her scarf off. There 
               is a fire burning in the fireplace. She holds her hands out 
               to warm them up.

               In a chair sits MR. ADDAMS. Her father.

                                     HALFREK
                         Hello, father.

                                     MR. ADDAMS
                         Cecily, you're late.

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


                                     HALFREK
                         I'm sorry. I was caught up in the 
                         bakery. It's mad in there. Christmas 
                         and all.

                                     MR. ADDAMS
                         Did you manage to get our breads?

               She pulls two loaves of bread from her bag. Mr. Addams smiles.

                                     MR. ADDAMS (CONT'D)
                         Then I suppose there's no harm. Dinner 
                         will be served soon. Perhaps you 
                         should wash up.

               She takes off her coat.

                                     HALFREK
                         Yes, of course.
                              (then)
                         Has Robert arrived yet?

                                     MR. ADDAMS
                         No. I thought he'd be with you.

                                     HALFREK
                         I haven't seen him all day.

                                     MR. ADDAMS
                         I'm sure he'll be here soon. Go wash 
                         and meet you me and your mother in 
                         the dining room.

               Halfrek nods and walks off.

               INT. PARIS HOUSE - HALFREK'S ROOM - NIGHT

               Halfrek walks into her room and looks in the mirror. She 
               straightens up her hair.

               Curious, she walks to the window, just to check for Robert. 
               She looks outside and sees nothing. She starts to turn away 
               when something catches her eye.

               HALFREK'S P.O.V.

               In the alley across the street, Robert stands. He's looking 
               into the shadows where we can't see.

               Finally, we see what he's doing. A WOMAN walks out of the 
               shadows. A beautiful blond girl, wearing the clothes of a 
               poor person. Robert pulls her near and kisses her.

               Halfrek pulls away from the window, shocked.

               INT. PARIS HOUSE - HALFREK'S ROOM - NIGHT

               Not too much time has passed. Halfrek sits on her bed, crying.

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


               There's a KNOCK on the door. Robert walks in.

                                     ROBERT
                         Cecily, your father sent me to...

               He sees her face.

                                     ROBERT (CONT'D)
                         You're crying.

                                     HALFREK
                         Why shouldn't I be?

                                     ROBERT
                         What's happened?

                                     HALFREK
                         What's happened? You don't know?

                                     ROBERT
                         Cecily, I...

                                     HALFREK
                         I saw you.

                                     ROBERT
                         When? What are you talking about?

                                     HALFREK
                         Outside. Not twenty minutes ago. I 
                         saw you kissing that other girl. A 
                         poor girl.

                                     ROBERT
                         Oh.

               He walks to her and sits next to her.

                                     ROBERT (CONT'D)
                         Is that a problem?

               She looks at him, wondering what he could possibly be 
               thinking.

                                     HALFREK
                         I thought you loved me.

                                     ROBERT
                         I do. You and I are meant to be 
                         married. We make the perfect couple. 
                         That won't ever change. But she offers 
                         me more than that.
                              (beat)
                         You and I... we're of the same class. 
                         We have images to keep.

                                     HALFREK
                         So I was convenient?

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


                                     ROBERT
                         Don't put it like that. What we have 
                         is special. We compliment each other.

                                     HALFREK
                         Then why do you need her?

                                     ROBERT
                              (beat)
                         She gives me what you can't.

                                     HALFREK
                         I don't understand.

                                     ROBERT
                         Do you really want me to explain?

                                     HALFREK
                         Yes.

               Robert pauses. Trying to find the right words.

               EXT. PARIS STREET - NIGHT

               Robert walks out of the house and makes his way down the 
               street.

               INT. PARIS HOUSE - HALFREK'S ROOM - NIGHT

               Halfrek sits on her bed, crying harder than before. The truth 
               had been told and it hurts.

               After a moment of crying, she looks up. The tears stop. She 
               walks to a trunk that sits at the end of her bed. She opens 
               it and digs through it. Finally she pulls out a book. Written 
               on the cover is the title, "SPELLS AND CHANTS : A GUIDE TO 
               WITCHCRAFT". On it is a note

               "To my cousin, Cecily. When I saw this, I thought of you. 
               You always were a witch. Love always, Grace"

               Halfrek flips through the book and finally comes across the 
               spell she's looking for.

               INT. CAFE - DAY

               The cafe is filled with CUSTOMERS, all of whom are whispering 
               about a strange event that has taken place. The room is 
               buzzing with the news.

               Halfrek is just walking out. A WOMAN stops her. She speaks 
               with a thick French accent.

                                     WOMAN
                         I was so sorry to hear.

               Halfrek gives a polite but somber smile.

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


                                     HALFREK
                         Thank you.

               As Halfrek walks away from the woman, her face goes blank. 
               She's filled with so many thoughts, it's impossible for a 
               single emotion to shot itself on her face.

               EXT. PARIS STREET - DAY

               Halfrek leaves the cafe and walks down the street. PEOPLE 
               are all talking about the event out there too. She ignores 
               it and walks away.

               A male voice from behind her stops her.

                                     MALE VOICE (O.S.)
                         It was quite entertaining, wasn't 
                         it?

               His voice seems to stand out over all the others. It catches 
               her attention. She turns and is shocked when she sees what 
               stands in front of her.

               REVEAL D'HOFFRYN, standing now in front of her.

                                     D'HOFFRYN
                         And impressive.

               Halfrek looks around, but nobody else seems to see him.

                                     HALFREK
                         What are you?

                                     D'HOFFRYN
                         I am your future.

                                     HALFREK
                         I rather doubt it. I haven't got any 
                         horns.

                                     D'HOFFRYN
                         None that show. But it's what's inside 
                         that counts.

                                     HALFREK
                         What do you want from me?

                                     D'HOFFRYN
                         I simply want to make to an offer.

                                     HALFREK
                         What kind of offer?

                                     D'HOFFRYN
                         Immortality.

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


               Halfrek is intrigued.

                                                             FADE TO BLACK:

                                      END OF ACT ONE

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


                                         ACT TWO

               FADE IN:

               EXT. PARIS STREET - DAY

               Halfrek and D'Hoffryn are still standing there.

                                     HALFREK
                         Immortality?

                                     D'HOFFRYN
                         Immortality, stable employment, and 
                         a rather impressive necklace.

                                     HALFREK
                         Go on.

                                     D'HOFFRYN
                         I lead an order of beings, not unlike 
                         yourself. Those who didn't respond 
                         well to people hurting them. Those 
                         who refuse to let it happen to others. 

                                     HALFREK
                         Justice seekers?

                                     D'HOFFRYN
                         Exactly. We were all very impressed 
                         with what you did. Especially for a 
                         beginner. You have talent.

                                     HALFREK
                         I do?

                                     D'HOFFRYN
                         Come with me, and you'll be able to 
                         realize that potential. You can be 
                         one of my vengeance demons. You can 
                         fulfill your destiny.
                              (beat)
                         Your name will be Halfrek. A name 
                         that binds you to the source of your 
                         power. You shall walk this realm 
                         with that power for all eternity. 

               Halfrek is freaked out. She is looking into the eyes of a 
               demon, which goes against everything she's ever been taught. 

                                     HALFREK
                         Demons?

                                     D'HOFFRYN
                         Looking back, I realize that I 
                         probably could have found a better 
                         way of phrasing that part.

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


               INT. GRACE'S APARTMENT - 1880 - DAY

               The place is nice, but not the most expensive home in all 
               the land.  GRACE, now in her 20's and looking beautiful and 
               classy, is sitting nervously in a chair.

               SANDRA, her roommate (about the same age) walks into the 
               room from the bedroom. She sees Grace and sighs.

                                     SANDRA
                         Grace, you're going to drive yourself 
                         mad.

               SUBTITLE: LONDON, 1880

               Grace looks at Sandra, trying to calm herself.

                                     GRACE
                         I've tried calming down, but I can't.

                                     SANDRA
                         I thought you told me he was an old 
                         friend of yours.

                                     GRACE
                         He is.

                                     SANDRA
                         Then why are you behaving as though 
                         you were waiting for your executioner?

               Grace stands up and begins to pace.

                                     GRACE
                         It's just that...
                              (beat)
                         William is different. He's the one 
                         person in all the world that I've 
                         never been uncomfortable with. Not 
                         even for a moment. And his mind is 
                         unlike any I've known before. The 
                         images he can create with nothing 
                         more than a few simple words.

                                     SANDRA
                         You love him.

                                     GRACE
                         What?

               Sandra laughs.

                                     SANDRA
                         You love him. Don't pretend you don't 
                         know it.

               Grace hesitates.

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


                                     SANDRA (CONT'D)
                         Just say it.

                                     GRACE
                         I can't.

                                     SANDRA
                         Why not?

                                     GRACE
                         Because. Because I've never said it.

                                     SANDRA
                         So, why not start now?

                                     GRACE
                         I couldn't. I can't love William.

               Grace is deeply conflicted. Pain fills her face.

                                     GRACE (CONT'D)
                         He's not from our class. My father 
                         would never stand for it.

                                     SANDRA
                         Grace, I don't know if you've realized 
                         this or not, but your father isn't 
                         here right now.

                                     GRACE
                         My father is always here. He pays 
                         for my life here. If he ever found 
                         out, I'd lose it all.

                                     SANDRA
                         Your father never had to know.

                                     GRACE
                         But if we were to marry...

               Sandra giggles.

                                     SANDRA
                         Marry? Grace, you're getting ahead 
                         of yourself. You and William can 
                         enjoy the simple comforts of each 
                         other without getting married.

               Grace looks at Sandra, perplexed.

                                     GRACE
                         Thank you, but I prefer to not damn 
                         my immortal soul to an eternity of 
                         hellfire.  

                                     SANDRA
                         Silly girl. You have so much to learn. 

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


               EXT. LONDON RESTAURANT - NIGHT 

               The restaurant is filled with people eating their dinners. 
               It's not a very high class place, but it is far from low 
               class.

               At one of the tables sits Grace. A WAITOR walks up to her.

                                     WAITOR
                         Your order?

               Grace is still nervous. Her voice is shaky.

                                     GRACE
                         May I have a few more moments? I'm 
                         waiting for someone.

                                     WAITOR
                         Of course.

               The waitor walks away. Grace's eyes turn toward the door. 
               There she sits as moments pass, just watching and waiting.

               And then it happens. What she's been waiting years for. 
               WILLIAM (Spike in his doorkier days) walks in. Grace sighs 
               as she sees her old friend. Immediately in love once again.

               Spike walks through the restaurant, looking for Grace. He 
               can't seem to pick her out of the crowd. Grace puts a hand 
               in the air and waves to him.

                                     GRACE
                              (calling to him)
                         William. Over here.

               He looks her way. When he sees her, a smile forms on his 
               face. He begins to walk toward her. As he walks, he trips on 
               his own leg and begins to fall. He puts his arms out and 
               catches himself on a table, stopping himself from crashing 
               to the floor. In theory.

               The table flips as he puts his weight on it. Everything on 
               it, including Spike, fall to the ground.

               He looks around, embarrassed. Grace just smiles.

               EXT. LONDON STREET - NIGHT

               Spike and Grace walk down the street. Just catching up.

                                     SPIKE
                         I didn't mean to embarrass you in 
                         the restaurant. It seems I'm always 
                         falling over myself.

                                     GRACE
                         You always were rather uncoordinated. 
                         I never minded.

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


               Spike tried to think of somewhere else to take the 
               conversation. He's not one for talking to people.

                                     SPIKE
                         So-- Um-- When was it that you arrived 
                         in London?

                                     GRACE
                         Just last week.

               He nods. Not knowing what to say.

                                     GRACE (CONT'D)
                         Have you been working on your poetry 
                         still?

                                     SPIKE
                         Yes. Yes, I've written several this 
                         very week, as a matter of fact. I'd 
                         been suffering through a bout of 
                         writers block for a month or so before 
                         that.

                                     GRACE
                         I see.
                              (beat)
                         I'd love to read some of your poems 
                         sometime. I always did love them so.

                                     SPIKE
                         Oh. I don't know. See, I tend to 
                         keep them rather to myself.

                                     GRACE
                         But you always showed them to me.

               Spike doesn't respond.

                                     GRACE (CONT'D)
                         You haven't grown out of our 
                         friendship, have you, William?

                                     SPIKE
                         No. I could never do such a thing. 
                         You were always the closest of my 
                         friends. The only, if truth be told.
                              (beat)
                         It's just... People tend to criticize 
                         my work when they read it. I'm afraid 
                         I've grown rather shy about it.

                                     GRACE
                         Criticize how? What could they 
                         possibly say that would drive a 
                         beautiful mind such as your own into 
                         shyness?

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


               Spike hesitates. He doesn't want to ruin the image of himself 
               in his only friend's eyes.

                                     GRACE (CONT'D)
                         Please tell.

                                     SPIKE
                         They always laugh. They've even taken 
                         to calling me names.

                                     GRACE
                         That's terrible. If you ask me, they 
                         don't sound very adult.

                                     SPIKE
                         My work isn't all that good, I 
                         suppose.

                                     GRACE
                         Oh, you're wrong. I've never known 
                         anyone that could stun my mind as 
                         you do with your words. It's what 
                         made me--

               She stops herself short of saying the rest. Spike stops 
               walking. He looks at her as she takes a few more steps.

                                     SPIKE
                         Made you what?

               She stops. Her back now turned to him. She looks at the 
               ground.

                                     GRACE
                         It's nothing. It's silly.

                                     SPIKE
                         What is it? Tell me. Perhaps we might 
                         share in a good laugh together if 
                         you find it so amusing.

               She doesn't want to, but she decides to anyway.

                                     GRACE
                         Alright. I was just going to say 
                         that I... I was in love with you.

               She turns back around to see his reaction. He has none, 
               really. For a moment he just looks at her as her heart drops. 
               Finally, he does react. First with a gentle smile. She begins 
               to soften her look. Maybe it wasn't so funny. Maybe he feels 
               the same way.

               But then his smile grows into a chuckle. Her face loses all 
               expression.

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


                                     SPIKE
                         That is rather funny. When was it 
                         that this fancy struck you?

               She pauses. Then looks at him.

                                     GRACE
                         From the time we were children, I've 
                         loved you, William. I've never loved 
                         anyone else.

               He doesn't get that she means she still loves him. He's slow 
               like that.

                                     SPIKE
                         How incredibly amusing this is to 
                         learn. I never had the slightest 
                         idea.

                                     GRACE
                         Did you never feel the same way toward 
                         me?

               He now sees the look in his dear friend's eyes. That she is 
               serious and not joking about any of this. His smile fades.

                                     SPIKE
                         I-- I never thought... You see, Grace, 
                         you've always been like family to 
                         me. A sister.

                                     GRACE
                         Could you never love me as something 
                         else?

                                     SPIKE
                         I don't think that I could. You see, 
                         my heart belongs to another. I've 
                         been in love for a long while now.
                              (beat)
                         I love you very much, Grace. You are 
                         the one person in the entire world 
                         that I've ever been able to talk to. 
                         But my love for you extends only as 
                         far as friendship.

               Her heart is broken. She tries to hold back tears. Spike 
               tries to lighten the spirits in his own incredibly clumsy 
               way. With a smile.

                                     SPIKE (CONT'D)
                         I suppose we'll laugh at this someday.

               Laugh? Laugh?! Grace cannot understand how any of this could 
               ever be funny. 

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


               INT. HALFREK'S ROOM - NIGHT

               A very fancy room. Where it's located, we'll never know. But 
               it is decorated with many trinkets from all over the world. 
               She is as high class as you can get.

               Halfrek sits at a table, drinking tea with a friend of her's. 
               ANYANKA (demon ANYA) is that friend. Dressed as nicely as, 
               if not nicer than, Halfrek.

                                     HALFREK
                         Just think, Anyanka, four years ago, 
                         I was nothing more than one of these 
                         humans. Made to suffer by the hands 
                         of men. And now I am a dealer of 
                         justice.

                                     ANYA
                         A dealer in training, anyway. You 
                         still have some learning to do before 
                         D'Hoffryn will allow you to work 
                         alone.

                                     HALFREK
                         I've come so far.

                                     ANYA
                         With just a little bit farther to 
                         go.

               Halfrek wants to feel special. She tries to talk herself up. 

                                     HALFREK
                         Yes, but I've already become to much 
                         more than I was.

               Anya won't have any of it. Halfrek is but a child. 

                                     ANYA
                         True. But you have the slightest bit 
                         more to become.

               Halfrek decides to settle and let it go.

                                     HALFREK
                         Fine. I've still got a ways to go.

                                     ANYA
                         See? That's all I was trying to say. 
                         Vengeance isn't something you just 
                         fall into. It's an art. You must 
                         train for years before you're finally 
                         ready to work alone.

               Anya closes her eyes.

                                     ANYA (CONT'D)
                         Do you feel that?

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


               Halfrek does the same.

                                     ANYA (CONT'D)
                         The cries of thousands of women, 
                         being scorned by thousands of men. 
                         Cries to us, Halfrek.

                                     HALFREK
                         I feel it.

                                     ANYA
                         That's good. But the tricky part is 
                         to listen to them all. To choose 
                         which one of all those cries is worthy 
                         enough to be given a chance by you.

               They listen for a moment. We hear nothing, but they hear 
               nothing but cries.

                                     ANYA (CONT'D)
                         Pick one. Choose a voice and focus 
                         on it.

               Halfrek focuses. Finally she perks up.

                                     HALFREK
                         I hear one. In Italy. The anger is 
                         strong in this one.

                                     ANYA
                         Try finding another one. Don't focus 
                         on the anger. Focus on the pain. 
                         Pain is much more conductive to 
                         vengeance than anger. Anger is a 
                         flash and then it's gone. Pain is 
                         deep. It causes one to contemplate 
                         their ill wishes.

               Another moment passes. Both focusing.

                                     ANYA (CONT'D)
                         There's a strong voice in London. A 
                         cry that cuts through space. Do you 
                         hear it?

                                     HALFREK
                              (beat)
                         Yes. I hear it.

               Halfrek opens her eyes. Surprised.

                                     HALFREK (CONT'D)
                         I know that voice.

                                     ANYA
                         The sweet sound of vengeance seeking. 
                         We all know that voice.

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


                                     HALFREK
                         No. I mean, I actually know that 
                         voice. It's my cousin, Grace.

                                     ANYA
                         Oh.

                                     HALFREK
                         Can I go to her?

                                     ANYA
                         You shouldn't interact with your 
                         mortal life. It's frowned upon.

                                     HALFREK
                         But I must. This is my family, 
                         Anyanka.

                                     ANYA
                         To your family, you are dead.

                                     HALFREK
                         But I can help her.

                                     ANYA
                         Another vengeance demon can help 
                         her. Mordran, perhaps. 

                                     HALFREK
                         But what other knows her? How to get 
                         to her? How to bring her the justice 
                         she truly deserves. My cousin won't 
                         just open up to anyone. I know her.

                                     ANYA
                         Connecting with your past can lead 
                         to a lot of pain, Halfrek. You'd 
                         becoming the person you were before 
                         in order to get her to trust you. 
                         That can be dangerous.

                                     HALFREK
                         I have no bond with my former life. 
                         I have no man to love, and my father 
                         is dead. If it were not for Grace, I 
                         wouldn't be here today.

               Anya thinks about it. She doesn't like the idea.

                                     ANYA
                         Very well. But remember that I warned 
                         you. Don't come chanting to me if 
                         you wind up with a smashed power 
                         center and an aging body.

               Halfrek smiles.

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


                                     HALFREK
                         Thank you, Anyanka. You won't regret 
                         this.

                                     ANYA
                         I'd better not. D'Hoffryn would have 
                         my skin if he knew I let you avenge 
                         by yourself and you mucked it up.

               Halfrek takes a quick sip of her tea and then stands up.

                                     HALFREK
                         I have a lot to do.

               EXT. LONDON STREET/GRACE'S APARTMENT - NIGHT

               Halfrek walks down the street. No longer dressed in her very 
               fancy clothes, but in more simple- yet still classy-  
               clothing. In this world, she does not have unlimited wealth. 
               In this world, she is Cecily.

               She walks up to Grace's apartment building. She looks at it, 
               getting a feel for it before finally walking in.

               INT. GRACE'S APARTMENT - NIGHT

               Grace is sitting in a chair. Her eyes are red and puffy. 
               She's been crying, but not she just sits quietly.

               There's a KNOCK on the door. Grace gets up and wipes her 
               eyes. She walks to the door.

                                     GRACE
                              (calling out)
                         Who is it?

               There's no reply. Finally, Grace reaches the door. She opens 
               it. When she sees who is there, she smiles.

                                     GRACE (CONT'D)
                         Cecily!

                                     HALFREK
                         Hello, cousin.

               Grace hugs Halfrek.

                                     GRACE
                         Please, come in.

               Halfrek walks in. Grace closes the door behind her.

                                     GRACE (CONT'D)
                         Nobody's heard from you in so long. 
                         We'd assumed the worst.

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


                                     HALFREK
                         The rumors of my demise have been 
                         slightly exaggerated, dear.

                                     GRACE
                         Well, I can see that. How have you 
                         been?

                                     HALFREK
                         Better than I've ever been, actually.

                                     GRACE
                         That's wonderful.

                                     HALFREK
                         Yes. Once I found out that Robert 
                         was having an affair and I was nothing 
                         more than a trophy to him, I simply 
                         couldn't stand being in Paris anymore.

                                     GRACE
                         A trophy? That's what happened? How 
                         awful.

                                     HALFREK
                         Yes. I couldn't believe that it 
                         happened. I was so in love with him, 
                         I only assumed he'd love me too.

               Halfrek is still feeling the pain from the whole thing. She 
               tries to move on and set her demon work in motion.

                                     HALFREK (CONT'D)
                         That's how men are, I suppose. You 
                         love them, but somehow they always 
                         manage to hurt you.

               Grace looks at the ground.

                                     GRACE
                         Yes.

                                     HALFREK
                         Are you alright, dear? You look upset.

                                     GRACE
                         It's nothing.

                                     HALFREK
                         I know when you're not telling me 
                         the truth. You never could lie.

               They sit. Grace is trying not to cry again.

                                     GRACE
                         You remember William?

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


                                     HALFREK
                         William?
                              (then)
                         Oh. That boy you played with as a 
                         child. He was poor, right?

                                     GRACE
                         Yes.

               Halfrek realizes that William is the man Grace is upset about.

                                     HALFREK
                         It wasn't him that you're so upset 
                         about?

               Grace nods.

                                     GRACE
                         I've always loved him, Cecily. You 
                         knew that.

                                     HALFREK
                         Yes, but I thought it was a simple 
                         infatuation.

                                     GRACE
                         Oh, no. He's got the most 
                         extraordinary mind. But...

                                     HALFREK
                         But what?

               Grace tries to figure out where to begin.

                                     GRACE
                         I hadn't seen him in so long. We'd 
                         written letters every so often, but 
                         as time passed, we sent fewer and 
                         fewer. Finally, I came to London. 
                         He'd lived here for years already. I 
                         was so excited at the thought of 
                         seeing him. After all these years, I 
                         still loved him.

               Grace stands and begins to pace.

                                     GRACE (CONT'D)
                         We met for dinner three nights ago. 
                         When I saw him, it was like we were 
                         children again. How we could talk 
                         with one another. I thought that 
                         after seeing him, my feelings might 
                         change, but they didn't. Quite the 
                         opposite, actually.

               Halfrek is listening. She'd normally chime in with a comment 
               about William, but she doesn't want to ruin the flow of pain 
               in Grace. Instead, she rolls her eyes.

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


                                     GRACE (CONT'D)
                         I'd finally worked up the nerve to 
                         tell him how I felt. I told him that 
                         I loved him.

               Grace stops. She is trying to process the next part, still 
               not truly believing it. It hurts her.

                                     GRACE (CONT'D)
                         And he laughed. All of these years 
                         that I've loved him, reduced to a 
                         joke. He said that he loved someone 
                         else.

                                     HALFREK
                         That's awful.

               Grace sits next to Halfrek.

                                     GRACE
                         I couldn't believe it. My heart felt 
                         like it was about to explode. I wanted 
                         to run away and never show my face 
                         again.
                              (beat)
                         So, you see that I understand why 
                         you vanished for so long. It's so 
                         odd that you've shown up just now.

                                     HALFREK
                         Yes. Perhaps I was sent to help you. 
                         To make you feel better.

                                     GRACE
                         Perhaps.

                                     HALFREK
                         Here.

               Halfrek removes her necklace and puts it on Grace.

                                     HALFREK (CONT'D)
                         This is my good luck charm. It makes 
                         me feel better when I'm upset.

               Grace looks at it.

                                     GRACE
                         It's beautiful. What's it made of?

                                     HALFREK
                         I'm not sure, exactly. It was a gift.

                                     GRACE
                         It's so black. Almost eerily so.

               Halfrek doesn't want to reply to the eerie nature of her 
               necklace. Luckily, Grace looks up at her and speaks again.

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


                                     GRACE (CONT'D)
                         You know what?

                                     HALFREK
                         What?

                                     GRACE
                         William should know what it feels 
                         like to hurt like this. That would 
                         stop him from laughing. He should 
                         know what it feels like to live 
                         forever, feeling so much love, only 
                         to have it ripped from him at every 
                         turn. I wish it were possible.

               Halfrek hugs Grace. As she pats her cousin's head, she smiles.

                                     HALFREK
                         If that's your wish, then consider 
                         it granted.

               On Halfrek's smile, we--

                                                             FADE TO BLACK:

                                      END OF ACT TWO

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


                                        ACT THREE

               FADE IN:

               INT. GRACE'S APARTMENT - NIGHT

               Halfrek and Grace are sitting, drinking tea. It's the same 
               night as the last scene.

                                     GRACE
                         If only it were that simple.

                                     HALFREK
                         What's that, dear?

                                     GRACE
                         Making William know how it feels. I 
                         just don't think he understands.

                                     HALFREK
                         He is a man, isn't he?
                              (then)
                         He'll understand soon enough.

                                     GRACE
                         If you were to ask most other women, 
                         they probably wouldn't agree that he 
                         was a man. They'd probably call him 
                         a rodent or an insect of some kind.

                                     HALFREK
                         I can see why.

                                     GRACE
                         But he's not what they'd expect. 
                         He's just... reserved. He really 
                         does have an amazing mind. And he's 
                         not as scrawny as he looks.

                                     HALFREK
                         If I didn't know better, I might 
                         think you still loved him.

               Grace hesitates for a moment.

                                     HALFREK (CONT'D)
                         You don't, do you?

                                     GRACE
                         Of course not. I've moved on.

                                     HALFREK
                              (with a smile)
                         Good. This will be a lot more fun 
                         without you pining over him.

                                     GRACE
                         More fun?

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


               Halfrek pauses. She doesn't quite know how to explain that 
               comment.

                                     HALFREK
                         You know. Us girls like to say bad 
                         things about men who hurt us. If you 
                         still loved him, we wouldn't be able 
                         to do that.

                                     GRACE
                         Oh. Of course.

               INT. HALFREK'S ROOM - NIGHT

               Anya and Halfrek are sitting at the table again. Halfrek is 
               still without a necklace.

                                     HALFREK
                         I didn't even have to trick her into 
                         making a wish. It was almost as though 
                         she knew where I was headed with the 
                         whole act.

                                     ANYA
                         But she didn't, right?

                                     HALFREK
                         I don't know how she could. I 
                         certainly didn't tell her.

                                     ANYA
                         Good. It's one thing to put on a 
                         nice show when you're altering reality 
                         in some way, but when they'll remember 
                         it, it really doesn't go over well.
                              (beat)
                         Now that that's over with, shall we 
                         have tea?

                                     HALFREK
                         Over with?

                                     ANYA
                         You granted her wish, right?

                                     HALFREK
                              (beat)
                         I'm in the process of granting it.

                                     ANYA
                         In the process?

                                     HALFREK
                         I haven't actually granted it yet, 
                         but the plan is in motion.

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


                                     ANYA
                         What plan? The plan is to get her to 
                         make a wish. After that, it's really 
                         very simple.

                                     HALFREK
                         I know. But I wanted my first time 
                         to be... special. I want to handle 
                         the pain myself.

                                     ANYA
                         You sound as though you're going to 
                         court

                                     ANYA (CONT'D)
                         the boy. Torture him and cut him 
                         loose.

               Halfrek smiles.

                                     HALFREK
                         That's the plan.

               EXT. PARK - DAY

               Spike is sitting on a bench, writing. He looks up and takes 
               in the world around him. It's a bright, sunny day. A gentle 
               breeze blows past. He is inspired.

               He puts his head down to scribble on his paper once again. 
               As he writes, a shadow comes over the paper.

                                     SPIKE
                              (not looking up)
                         Pardon me, but you seem to be standing 
                         directly in the path of my light.

               He finally looks up. He sees Halfrek standing over him.

                                     HALFREK
                         I'm sorry. Would you like me to move?

               He looks at her, captivated by her beauty. Trying to place 
               the face. She looks so familiar. Finally, he realizes who it 
               is.

                                     SPIKE
                              (a slight whisper)
                         Cecily?

                                     HALFREK
                         Do I know you?

               He tries to get to his feet, struggling with his paper as he 
               does.

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


                                     SPIKE
                         William. I'm-- um-- I know your 
                         cousin, Grace.

                                     HALFREK
                         Oh yes. I remember you. You're that 
                         poor boy that she used to romp with 
                         in her misguided youth.

               Spike smiles, not knowing exactly how to reply to that.

                                     HALFREK (CONT'D)
                         How silly she was.

               Now Spike looks down.

                                     SPIKE
                         I... suppose.
                              (then)
                         Would you like to sit? It's a lovely 
                         day. The sun is shining down 
                         beautifully, as though God Himself 
                         is rewarding me for some unknown 
                         good deed.

               Halfrek has no clue what to say to that comment. She just 
               tries to go with it.

                                     HALFREK
                         I suppose I could sit for a few 
                         moments. My legs are tired. I've 
                         been walking for minutes.

               He gestures to the bench for her to sit. She looks at it, 
               noticing a pencil in her spot. Spike sees it and quickly 
               grabs it, as though he were a servant trying to please his 
               master.

               They both sit.

                                     HALFREK (CONT'D)
                         It is a lovely day.

                                     SPIKE
                         Yes.

               There's a moment of silence. An awkward pause.

                                     SPIKE (CONT'D)
                         So, do you-- I mean, are you-- Do 
                         you have a husband?

                                     HALFREK
                         No.

                                     SPIKE
                         Oh. I thought I'd heard...
                                     (MORE)

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


                                     SPIKE (CONT'D)
                              (then)
                         I guess I was mistaken.

                                     HALFREK
                         I was engaged to be married once, 
                         for a short period.

                                     SPIKE
                         Oh?

                                     HALFREK
                         It didn't work out. It seems I was 
                         nothing more to him than a banner to 
                         be hung at parties. To sparkle and 
                         smile and mingle with his associates 
                         while he snuck off to have a romp 
                         with the local common girls.

               Obviously it still hurts her, but she's trying to act above 
               it. Spike is confused. He tries to find the right words. 
               Suddenly, they come out of him in full force.

                                     SPIKE
                         Then might I say, he's a fool.

               She looks at him, puzzled.

                                     SPIKE (CONT'D)
                         To think that he needed anything 
                         more when he'd already had a taste 
                         of the purest water.

               Both of them are a little surprised by his words.

                                     HALFREK
                         Is that what you really think?

               Spike pauses. Not sure of himself.

                                     SPIKE
                         I didn't mean to...

                                     HALFREK
                         Of course.

               The breeze suddenly catches one of his papers and blows it 
               out of his hand. He hands the rest of his papers to Halfrek.

                                     SPIKE
                         Would you hold these while I chase 
                         that paper down?

               She doesn't have time to reply before he's gone. She looks 
               around, uncomfortable. She looks up at him, softening for 
               the slightest of moments before composing herself.

               She looks down at his papers. His poems.

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


               ANGLE : THE PAPERS

               The one on top is titled "The Purest Water".

               ANGLE : SPIKE

               He finally catches the paper. He turns around to get back to 
               Halfrek, but all he sees is an empty bench, and papers 
               scattered around.

               INT. HALFREK'S ROOM - NIGHT

               Halfrek is holding the poem in her hand. Reading it as she 
               paces.

                                     HALFREK
                         "Though I have had but a glimpse, I 
                         dream of the purest water I have 
                         seen. Vast oceans gathered in a 
                         gleam."

                                     ANYA (O.S.)
                         Please don't tell me that's the 
                         popular poetry around London these 
                         days.

               Halfrek looks up. Anya is standing in the doorway. She walks 
               in.

                                     ANYA (CONT'D)
                         Have you finished this game of yours 
                         yet?

                                     HALFREK
                         No. But it's all in place. William 
                         will fall in love, and when he does, 
                         he will know the pain that he's caused 
                         Grace. For eternity, he will know 
                         the agony of losing the one he loves.

                                     ANYA
                         Sounds boring if you ask me. I much 
                         prefer the blinding torture.

               Halfrek looks away from Anya. Something is on her mind. Anya 
               picks up on it.

                                     ANYA (CONT'D)
                         Is something the matter?

                                     HALFREK
                         No.
                              (then)
                         Except...

                                     ANYA
                         Yes?

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


                                     HALFREK
                         The poem. "The purest water." That's 
                         how he referred to me in the park 
                         today.

                                     ANYA
                         So? I'm not sure I understand.

                                     HALFREK
                         The way he was looking at me. I think 
                         he-- I think he might have been 
                         attracted.

                                     ANYA
                         That's the plan, isn't it?

                                     HALFREK
                         For him to fall in love, yes. But 
                         not with me. And this poem, it was 
                         written before I granted the wish.

                                     ANYA
                         So you think the boy is in love with 
                         you? My. We're not at all self 
                         indulgent, are we?

                                     HALFREK
                         I don't know what to think. Grace 
                         said that William was in love with 
                         another woman.

                                     ANYA
                         And naturally, you assume it's with 
                         a woman he hasn't seen in over a 
                         decade.

               Halfrek sits down, confused and upset. Anya sits next to 
               her.

                                     ANYA (CONT'D)
                         You know what I think?

                                     HALFREK
                         What?

                                     ANYA
                         I think you want him to be in love 
                         with you.

                                     HALFREK
                         What? That's absurd. He's nothing 
                         more than a lowly human. And a poor 
                         one at that. Imagine what they'd say 
                         at the Vyrenrell Ball this year.

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


                                     ANYA
                         They might finally stop making jokes 
                         about the vengeance demon who 
                         teleported into a wall once, when 
                         she was in training.
                              (beat)
                         You'd think that after a thousand 
                         years, they'd let up a little.

                                     HALFREK
                         I'd be a laughing stock.

                                     ANYA
                         But you do want that poem to be about 
                         you? Don't misunderstand, I find the 
                         entire notion of being attracted to 
                         a human man to be just shy of the 
                         most disgusting thing I can imagine, 
                         if it's true. Is it?

                                     HALFREK
                         Of course not.

               When she says that, she doesn't sound convincing at all.

                                     HALFREK (CONT'D)
                         It's just that...
                              (beat)
                         When he spoke to me, it wasn't like 
                         when Robert would speak to me. It 
                         was like I was a person and not just 
                         an object.

                                     ANYA
                         So you do want the poem to be about 
                         you?

               Halfrek stands again.

                                     HALFREK
                         No. He probably just had it on his 
                         mind when we were talking.
                              (then)
                         Of course, that's it. It's as simple 
                         as that.

               Anya's starting to get bored. She doesn't say anything, she 
               just looks at Halfrek as Hallie rambles.

                                     HALFREK (CONT'D)
                         The way he spoke though. It was 
                         captivating. It made me wish that I 
                         could see the world through his eyes.

                                     ANYA
                         I might be able to arrange that. I 
                         know this demon who...

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


                                     HALFREK
                         No. It was a figure of speech.

                                     ANYA
                         Just when I thought this would get 
                         interesting.

                                     HALFREK
                         Do you ever think that perhaps we 
                         grant wishes that we shouldn't?

                                     ANYA
                         What do you mean?

                                     HALFREK
                         Maybe he doesn't deserve to suffer.

                                     ANYA
                         Of course he deserves it, Halfrek. 
                         He hurt that girl.
                              (beat)
                         You're not really falling in love 
                         with him, are you?

                                     HALFREK
                         Of course not. It's just...

                                     ANYA
                         You are. You have one short 
                         conversation with the boy and now 
                         you want to break every code we have. 
                         You're falling in love with one of 
                         your victims.

                                     HALFREK
                         No-- I just...
                              (beat)
                         I don't know what's happening.

               Halfrek is confused. Torn.

                                     HALFREK (CONT'D)
                         Maybe I am falling in love.

                                                             FADE TO BLACK:

                                     END OF ACT THREE

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


                                         ACT FOUR

               FADE IN:

               INT. HALFREK'S ROOM - NIGHT

               Where we left off. Halfrek thinks she might be in love.

                                     ANYA
                         Then that's that. I have to remove 
                         you from this assignment.

                                     HALFREK
                         No. I can do it.

                                     ANYA
                         You haven't made a good case for 
                         yourself.

                                     HALFREK
                         I'm just confused, is all. It's 
                         probably just the allure of being 
                         back in my old world again. I'm sure 
                         it'll pass.

                                     ANYA
                         It had better pass. If D'Hoffryn 
                         catches wind of what's happened, 
                         he'll turn us into ashes.

                                     HALFREK
                         That won't happen. I promise. The 
                         curse will go through as planned. 
                         William will suffer.

               Anya thinks this through.

                                     ANYA
                         Fine. You have one more chance at 
                         this. If you fail to complete this 
                         task by the end of the night, I'll 
                         do it myself.

                                     HALFREK
                         Tonight will be fine. There's a 
                         gathering. It'll be the perfect setup.

               INT. ENGLISH DRAWING ROOM - NIGHT

               Halfrek walks into the room. There is a party going on. The 
               same we saw in "Fool For Love". It is that fateful night. 
               PARTIERS fill the room, as they did before.

               As she walks into the room, a small cluster of dashing male 
               suitors rushes to her. She smiles at them.

                                     SUITOR
                         Cecily. It's been ages.

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


                                     HALFREK
                         Yes. I've been away.

                                     SUITOR
                         You look stunning.

                                     HALFREK
                         Thank you.

               She looks up and catches a glimpse of Spike, sitting along, 
               writing a poem. She looks back toward the suitors.

                                     HALFREK (CONT'D)
                         Excuse me.

               She smiles politely and leaves the cluster of guys behind. 
               She walks across the room, taking another quick glance at 
               Spike while he's not looking. He's writing something in his 
               pad. Then he looks up.

               Trying to act like she wasn't looking, Halfrek joins a group 
               of partiers as they chat.

                                     FEMALE PARTYGOER
                         It's awful. I heard that there were 
                         eight victims in one night.

                                     MALE PARTYGOER
                         It's troubling, really.

               Spike gets up and begins to walk closer.

                                     FEMALE PARTYGOER
                         What kind of human could do such a 
                         thing?

                                     MALE PARTYGOER
                         Perhaps none.
                              (then)
                         I've heard on good authority they're 
                         not human at all. Animals of some 
                         sort. Escaped from a traveling 
                         sideshow.

                                     FEMALE PARTYGOER
                         But wild animals would leave a trace 
                         of some kind. Tracks...

                                     2ND MALE PARTYGOER
                         Mangled bodies...

                                     FEMALE PARTYGOER
                         Charles! Don't be ghastly. I merely 
                         point out that it's something of a 
                         mystery, and the police should keep 
                         an open mind.

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


               Spike makes his way into the crowd. The Male Partygoer turns 
               to him.

                                     MALE PARTYGOER
                         Ah, William. Favor us with your 
                         opinion. What do you make of this 
                         rash of disappearances sweeping our 
                         town? Animals - or thieves?

               All eyes turn to Spike. 

                                     SPIKE
                         I prefer not to think of such dark, 
                         ugly business at all. That's what 
                         the police are for.

               He eyes Halfrek shyly. She averts her gaze. Flirting a little. 

                                     SPIKE (CONT'D)
                         I prefer placing my energies into 
                         creating things of beauty.

                                     MALE PARTYGOER
                         I see. Well. Don't withhold, William.

               He snatches the paper from Spike's hand.

                                     FEMALE PARTYGOER
                         Rescue us from a dreary topic.

                                     SPIKE
                         Careful!

               Spike almost stands up for himself. But one glare from the 
               large and imposing host, and Spike backs down.

                                     SPIKE (CONT'D)
                         Ink's still wet. Please, it's not 
                         finished...

                                     MALE PARTYGOER
                         Don't be shy.
                              (reading)
                         "My heart expands 'tis grown a bulge 
                         in't inspired by your beauty 
                         effulgent." Effulgent?

               Beat. Followed by the tittering of polite laughter. Spike's 
               face crumbles. He bears the pain of it, but sees Halfrek, 
               upset, pull away from the crowd. He follows.  The voices 
               continue, low, behind him.

                                     2ND MALE PARTYGOER
                         And that's actually one of his better 
                         compositions.

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


                                     FEMALE PARTYGOER
                         Have you heard, they call him "William 
                         the Bloody" because of his bloody 
                         awful poetry.

                                     MALE PARTYGOER
                         It suits him. I'd rather have a 
                         railroad spike through my head than 
                         listen to that awful stuff...

               Spike follows Halfrek, humiliated - but intent on not letting 
               this moment pass.

                                     SPIKE
                         Cecily...

                                     HALFREK
                         Leave me alone.

               Halfrek's not having fun with this. This is work. As painful 
               as it may be. 

                                     SPIKE
                         They're vulgarians. Can't you see? 
                         They're not like you and I.

                                     HALFREK
                         You and I?

               She turns to face him directly. Close. Intimate.

                                     HALFREK (CONT'D)
                         I'm going to ask you a very personal 
                         question, and I demand an honest 
                         answer. Do you understand?

               He nods. The big dope, he's still hoping.

                                     HALFREK
                         Your poetry. It's, they're not written 
                         about me... Are they?

               She steals a quick look back to the group watching her.

                                     SPIKE
                         They're about how I feel.

                                     HALFREK
                         Yes, but are they about me?

               Spike steels himself - makes a decision.

                                     SPIKE
                         Every syllable.

               This part really does hurt her. 

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


                                     HALFREK
                         Oh, God...

               She turns away from him. Spike scoots around to face her, 
               making his desperate, impassioned plea:

                                     SPIKE
                         I know... This is sudden. And - and, 
                         please, if they're no good, they're 
                         only words. But the feeling behind 
                         them... I love you, Cecily.

                                     HALFREK
                         Please stop.

                                     SPIKE
                         I know I'm a bad poet. But I'm a 
                         good man. All I ask is that you try 
                         to see me...

               He looks in her eyes, begging for a chance he feels he's 
               earned. She looks back, sincerely.

                                     CECILY
                         I do see you.

               He holds his breath. Hope! 

               She doesn't want to do this, but she must. She continues:

                                     CECILY (CONT'D)
                         That's the problem. You're nothing 
                         to me, William. You're beneath me.

               Spike takes this in as she exits. He is quiet, trying to 
               contain his pain.

               EXT. ENGLISH STREET - NIGHT

               Halfrek walks out of the building, onto the street. She stops 
               and takes a deep breath. Trying to collect herself, but she 
               can't. Tears form in her eyes. She slowly begins to walk 
               away.

               She rounds a corner and is gone. Moments later, Spike rushes 
               out of the building.

               Without his hat and coat, William tears down the street. Hot 
               tears streak down his face. He rips up his poem as he stalks 
               out the building and down the street, blinded by rage and 
               humiliation.

               He BUMPS into a GROUP of three people. A man and two women.

                                     SPIKE
                         Bloody... watch where you're going!

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


               He continues down the street, ripping up the paper into 
               smaller and smaller bits.

               ANGLE: A dark section of the street beneath a gas lamp. 
               Spike's overcome with fatigue and humiliation. He rips the 
               paper into smaller and smaller bits until he can rip no more.

               And slowly, all the rage drains out of him.

               A soothing, understanding voice comes from nowhere:

                                     VOICE
                         And here I wonder...

               Embarrassed, Spike whirls to see who it is.

               DRUSILLA. Dressed for the times. Looking at him with total 
               love and understanding.

                                     DRUSILLA
                         What possible catastrophe came 
                         crashing down from heaven and brought 
                         this dashing stranger...

               She reaches out, gingerly wipes the last remaining tear from 
               his face.

                                     DRUSILLA (CONT'D)
                         ...To tears?

                                     SPIKE
                         Nothing. I wish to be alone.

                                     DRUSILLA
                         You've been alone too long.

                                     SPIKE
                         What could you possibly know of me?

                                     DRUSILLA
                         I've seen you. A man surrounded by 
                         fools who cannot see his strength. 
                         His vision. His glory. That, and a 
                         burning baby fish swimming all 'round 
                         your head.

               What? Spike eyes this crazy Victorian chick suspiciously as 
               she steps closer, curiously examining him like a cat eyeing 
               a new breed of mouse. Her lips part...

                                     SPIKE
                         Th-that's quite close enough. I've 
                         heard tales of London pickpockets. 
                         You'll not get my purse, I tell you.

                                     DRUSILLA
                         Don't need a purse. Your wealth lies 
                         here.

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


                                     (TOUCHING HIS HEART)
                         And here.
                              (touches his head)
                         In the spirit and imagination. You 
                         walk in worlds the others can't begin 
                         to imagine.

               He's flabbergasted. Hypnotized. How could she know? She steps 
               closer. Her face near his. He's not used to this. He squirms, 
               but can't move.

                                     SPIKE
                         Yes... I mean, no. I mean - Mother's 
                         expecting me. 

               She leans closer, whispering in his ear.

                                     DRUSILLA
                         I see what you want. Something 
                         glowing, and glistening. Something 
                         effulgent. Do you want it?

                                     SPIKE
                         I - yes! God, yes!

               She smiles. VAMP-FACES. And BITES deeps in his neck. Spike 
               rears his head back, new sensations coursing through him. He 
               closes his eyes, feeling ecstasy... then some pain.

                                     SPIKE (CONT'D)
                         Ow. Ow! OW! Ow ow ow ow OW-WOO!

               Drusilla keeps feeding, sucking on the young poet's neck, 
               pinning him upright against the post, lit by the single light 
               from above. Draining him, sucking him...

               ANGLE: HALFREK

               Standing not too far down the street. Watching as this 
               happens. Crying.

                                     GRACE (V.O.)
                              (from before)
                         He should know what it feels like to 
                         live forever, feeling so much love, 
                         only to have it ripped from him at 
                         every turn. I wish it were possible.

                                                                  FLASH TO:

               EXT. SOUTH AMERICA - 1998 - NIGHT

               (from "Fool For Love")

                                     DRUSILLA
                         I have to find my pleasures, Spike.
                                     (MORE)

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


                                     DRUSILLA (CONT'D)
                         You taste like ashes.

                                                                  FLASH TO:

               INT. DRUSILLA'S ROOM - NIGHT

               (from "Lovers Walk")

                                     SPIKE
                         Why'd you do it, baby? Why'd you 
                         leave me? We were happy here...

                                                                  FLASH TO:

               INT. SPIKE'S CRYPT SUBCHAMBER - NIGHT

               (from "Crush")

                                     SPIKE
                         Look at me! I... LOVE... you. You're 
                         all I bloody think about... Dream 
                         about... You're in my guy, my 
                         throat... I'm drowning in you, 
                         Summers.

                                                                  FLASH TO:

               EXT. ALLEY - NIGHT

               (from "Fool For Love")

                                     BUFFY
                         It wouldn't be you, Spike. It would 
                         never be you.

               She tosses the wad of money at him. It scatters over him and 
               the ground. Her expression filled with contempt.

                                     BUFFY (CONT'D)
                         You're beneath me.

                                                                  FLASH TO:

               INT. SPIKE'S CRYPT (LOWER) - DAY

               (from "As You Were")

                                     BUFFY
                         I'm sorry, William.

               Buffy turns -- and walks out. We can see her strength in her 
               face. It's painful -- and fragile -- but strength all the 
               same.

               Spike stands in the crypt, alone.

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


               And we hold on his face as he takes in the truth of this. 
               It's over. It's final. And Spike, without moving, gets hit 
               fully and hard by the Thunderbolt...

                                                                   BACK TO:

               EXT. ENGLISH STREET - NIGHT

               Halfrek is still watching Drusilla drain Spike. Silently 
               crying. Knowing that she's doomed the one man that really 
               did love her. The one man that she possibly also loved.

                                     HALFREK (V.O.)
                              (from before)
                         If that's your wish, then consider 
                         it granted.

               INT. ANYA'S APARTMENT - 2002 - DAY

               Halfrek is sitting on Anya's couch, looking distant. Anya 
               brings tea from the kitchen and puts it on the table. 

               SUBTITLE: SUNNYDALE, 2002

                                     ANYA
                         It took a while for me to get used 
                         to it all again, but I think I'm 
                         finally catching up.

               Halfrek's not paying attention.

                                     ANYA (CONT'D)
                         Hallie?

               Halfrek looks up.

                                     HALFREK
                         Hmm? Oh, I'm sorry, dear. My mind 
                         was wandering.

                                     ANYA
                         I just said that I'm finally starting 
                         to get back in the vengeance game. 
                         I'm working tonight, actually. Local 
                         job. A girl who was part of a cruel 
                         fraternity prank.

               Halfrek gets perky. Her usual self.

                                     HALFREK
                         That's great. I can only imagine 
                         what it's been like for you. After 
                         so many years of being brainwashed 
                         by those mortals. And the changes 
                         we've made since you left. Y'know, 
                         your situation really motivated 
                         D'Hoffryn to rethink our whole system.

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


                                     ANYA
                         I noticed. I have to say, it's a lot 
                         easier without having to get the 
                         girls to wear the necklace before 
                         they wish.

                                     HALFREK
                         You don't know the half of it. You've 
                         always granted wishes for women only. 
                         You should try getting a man to wear 
                         that thing.

                                     ANYA
                         Honestly, I don't know what I was 
                         thinking all these years. Vengeance 
                         is my gift. Why did I ever deny it?

                                     HALFREK
                         It's those people. They managed to 
                         get you to believe they were right 
                         and we were wrong. And that man, 
                         almost getting you to marry him. 
                         Tricking you like that.

               Anya grows uncomfortable at the mention of Xander. She's 
               still confused about that whole thing.

                                     ANYA
                         Right. 
                              (softly)
                         But I did love him.

               She looks up at Hallie.

                                     ANYA (CONT'D)
                         Do you remember what it was like to 
                         be in love?

               Halfrek suddenly grows distant.

                                     HALFREK
                         Of course not.

                                     ANYA
                         What about that boy, William? Didn't 
                         you-

               Halfrek looks down at her tea.

                                     HALFREK
                         Do you have any honey?

               Anya isn't stupid. She picks up on Halfrek's discomfort.

                                     ANYA
                         Are you okay?

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


                                     HALFREK
                         I'm fine.

                                     ANYA
                         I've known you for one and a quarter 
                         centuries. If you don't think I can 
                         tell when you're upset, you're very 
                         much mistaken.

               Halfrek hesitates. Finally, she decides to tell Anya.

                                     HALFREK
                         William. The man that I...

                                     ANYA
                         The one you cursed to suffer 
                         throughout eternity.

                                     HALFREK
                         The one I loved.
                              (beat)
                         He's here.

                                     ANYA
                         What?

                                     HALFREK
                         My curse was for him to suffer 
                         forever. For that to happen, he'd 
                         have to be immortal. So I... There 
                         was a group of vampires in town at 
                         the time. Two women and a man. When 
                         I granted the wish, one of the women 
                         was different than the others.

               Hallie gets up and starts to pace. Anya listens as she speaks. 

                                     HALFREK (CONT'D)
                         She fit the plan. In order for the 
                         curse to work, he couldn't be a normal 
                         vampire. He had to keep a piece of 
                         his humanity. The ability to love. 
                         This vampire could offer him that 
                         love. She became the first to take 
                         his heart.
                              (beat)
                         William became a vampire. It was the 
                         only way for the plan to work.

               Anya tries to process this information.

                                     ANYA
                         So this William fella is a vampire?  
                              (finally getting it)
                         William the friggin' bloody?
                              (beat)
                         My goodness that guy gets around.

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


                                     HALFREK
                         I saw him at your friends' house and 
                         suddenly it all came flooding back. 
                         I didn't know what to say, so I just 
                         didn't say anything. I've just been 
                         avoiding the subject since then.

               Anya's still a little distracted.

                                     ANYA
                         You weren't kidding about him not 
                         being scrawny.

                                     HALFREK
                         What?

               Anya now realizes that this isn't a great time for that story. 

                                     ANYA
                         Nothing.
                              (then)
                         So what are you gonna do? You can't 
                         hide forever.

                                     HALFREK
                         Now, are we sure about that?

                                     ANYA
                         Hallie. You have to say something to 
                         him, and there's no better time than 
                         the present.

                                     HALFREK
                         So I can finally get it off my chest?

                                     ANYA
                         Actually, I was thinking more along 
                         the lines of him being very very 
                         crazy at the moment, so he might not 
                         try to kill you.

                                     HALFREK
                         Oh. I guess that'd be a plus.
                              (beat)
                         I don't know. What would I say.

                                     ANYA
                         How about something like, "Gosh, I'm 
                         sorry I smashed your heart into tiny 
                         little pieces, and cursed you to an 
                         eternity of suffering?" I know that's 
                         what I'd like to hear.

               Halfrek isn't sure what to do.

                                     HALFREK
                         I just don't know if I can.

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


               EXT. ENGLISH STREET - NIGHT

               Halfrek is once again in the area where Spike was turned 
               into a vampire. It's changed quite a bit in the last hundred 
               and twenty-odd years.

               She sits on a bench, thinking. Holding a piece of paper.

               ANGLE: THE PAPER

               It's the poem that William wrote. "The Purest Water"

               She stares at it for the longest moment, then holds it to 
               her chest.

               INT. SUNNYDALE HIGH - BASEMENT - NIGHT

               Spike is sitting on the floor, looking at his feet. He says 
               nothing. He just stares.

               Halfrek walks into view. She's dressed in different clothes 
               now. A day has passed. She sees him there, and it hurts her. 
               Slowly, she gets closer to him until, finally, she is standing 
               over him.

                                     HALFREK
                              (a whisper)
                         William.

               Spike looks up at her. His eyes soften.

                                     SPIKE
                         Cecily?

               Then he puts his focus back to his feet.

                                     SPIKE (CONT'D)
                         No. You're not real. Riddles and 
                         puzzles in my head. That's all you 
                         are. Here to fool me into slipping.

                                     HALFREK
                         William, it is me. I'm real.

                                     SPIKE
                         Can't fool me. I'm too quick for 
                         this one.

                                     HALFREK
                         If you won't talk to me, then all 
                         you have to do is listen. There's 
                         something I've been meaning to tell 
                         you.

               She stops. Tries to figure out a way to say this.

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


                                     HALFREK (CONT'D)
                         I wanted to say that I'm sorry. I 
                         had to grant that wish, but you have 
                         to realize that I didn't enjoy it.
                              (beat)
                         I guess you don't know what I'm 
                         talking about.

               She takes a breath.

                                     HALFREK (CONT'D)
                         The night you said that you loved 
                         me, I was already a demon. I had a 
                         job to do, and the wish that I had 
                         to grant was for you to suffer. 
                         William, I hate that I did what I 
                         did to you. Please, if you can, find 
                         it in your heart to forgive me.

               She looks back toward the exit, wanting to leave. But she 
               knows she can't. She turns back to him.

                                     HALFREK (CONT'D)
                         There's something else. I don't know 
                         how to say this.

               She smiles for a moment, getting off track.

                                     HALFREK (CONT'D)
                         I told Anyanka that I'd already done 
                         this. Made it sound so simple. But 
                         it's not.

               She takes a breath and gets serious again. 

                                     HALFREK (CONT'D)
                              (beat)
                         William, I--

               Before she can finish, she VANISHES in a PUFF OF SMOKE.

               Spike looks up to where she was. Smiles.

                                     SPIKE
                         See? I told you you weren't real.

               INT. FRATERNITY - MAIN ROOM - NIGHT

               BUFFY, XANDER, Anya, and D'HOFFRYN stand in the frat house, 
               in the middle of a very interesting situation that involves 
               a big bloody sword hole in Anya's shirt. 

               Hallie appears.

               Confusion. Hallie looks around. Disoriented. But upbeat. For 
               some reason, this isn't unusual for her. So as dramatic as 
               she just was, she's able to switch gears and put on a happy 
               face. She sees her friend and lights up. 

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


                                     HALLIE
                         Anya!

               Anya suddenly realizes what's happening. Her eyes go wide.

                                     ANYA
                         Hallie --

               CRACK! Mystical energy EXPLODES around Hallie. She SCREAMS. 
               LIGHT shines from her mouth and eyes.  Anya rushes forward, 
               trying to get to her. Hallie IMMOLATES violently.  Ash 
               explodes over Anya, knocking her back, She cries out.

               D'Hoffryn, for the first time all episode, becomes the full 
               demon he is. He stands above Anya.

                                     D'HOFFRYN
                              (hard, angry)
                         Who did you think you were dealing 
                         with?! Did you think it would be 
                         that easy to get away?!

               She's in shock.

                                     ANYA
                         Why...

                                     D'HOFFRYN
                              (laughing)
                         Why? Because you wished it.

                                     ANYA
                         But she was yours...

                                     D'HOFFRYN
                         The way you were mine? Haven't I 
                         taught you anything, Anya? Never go 
                         for the kill when you can go for the 
                         pain.

               Xander tries to rush in between D'Hoffryn and Anya.

                                     D'HOFFRYN (CONT'D)
                         Hold him back, Slayer. Wouldn't want 
                         anyone to get hurt.

               Buffy holds Xander. D'Hoffryn turns back to Anya.

                                     D'HOFFRYN (CONT'D)
                         I've got plenty of girls. There will 
                         always be Vengeance Demons. But now 
                         you, Anya, you're out.

               Congratulations. Your wish is granted.

                                     ANYA
                         You should have killed me...

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


                                     D'HOFFRYN
                              (laughs)
                         Oh, I wouldn't worry about that, 
                         "From beneath you it devours." Be 
                         patient... all good things in time.

               And with that, he TELEPORTS away. Leaving us with the 
               aftermath. Anya, numb, gets to her feet. She tries to look 
               around the room. She can't meet anyone's gaze.  Dazed, she 
               walks out of the room through the front door. From the other 
               room, we hear groans of, "What happened?"  from the waking 
               boys.

               INT. SUNNYDALE HIGH - BASEMENT - NIGHT

               Spike is still on the floor. No longer staring at his feet. 
               He's just sitting now.

               Anya walks in. She's still in her bloody clothes, and has 
               been crying. She walks to Spike and sits next to him. For a 
               moment, she's silent. Then she begins to speak softly, in 
               pain.

                                     ANYA
                         Hallie died tonight. She- um- She 
                         wanted you to know some things, but 
                         I guess she never got the chance to 
                         tell you.
                              (beat)
                         I could tell she was lying to me 
                         earlier, but I had other things on 
                         my mind, so I didn't really care at 
                         the time. But now...
                              (beat)
                         She was sorry, Spike. And she wanted 
                         to tell you that she loved you. She 
                         did. But she couldn't bring herself 
                         to tell you because of how she cursed 
                         you and all. But she did. She loved 
                         you.

               She looks at Spike. He's not even looking at her. She's crying 
               by now.

                                     ANYA (CONT'D)
                         Maybe I should wait until you're 
                         sane to tell you this, huh?

               She pats him on the shoulder.

                                     ANYA (CONT'D)
                         Well, you hang in there, okay? Don't 
                         go getting more insane or anything.

               She stands up and walks away, feeling the futility in talking 
               to Spike right now.

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


               When she's gone, Spike looks up. A tear rolls down his cheek.

                                                             FADE TO BLACK:

                                       END OF SHOW