TEASER

               OVER BLACK:

                                     MALE VOICE
                         Run!

               FADE IN:

               EXT. ALLEY - NIGHT

               A MAN is running as fast as he possibly can through the alley. 
               His face is filled with pure panic.

               Behind him, a WOMAN is also running, struggling to keep up 
               as she carries a FEMALE TODDLER in her arms. She's crying.

                                     WOMAN
                         Wait! Jonas, wait for us!

               The man looks back, but doesn't stop running.

                                     MAN
                         It's coming. I can't!

                                     WOMAN
                         Please!

                                     MAN
                         We're almost there!

               The woman trips and falls to the ground, dropping her child. 
               The little girl begins to cry.

               The woman hurries to stand up and get her child before it's 
               too late. She looks back and sees an OMINOUS LOOKING SHADOW 
               on a wall behind her. Whatever is chasing her, it's getting 
               closer.

               The woman starts to cry again as she grabs her child and 
               resumes her run.

                                     WOMAN
                         Jonas!

               Of course, he is nowhere to be seen.

               The woman makes her way down the alley and finally reaches 
               the door to an old abandoned warehouse. She quickly opens 
               the door and hurries inside, closing the door behind her.

               INT. ABANDONED WAREHOUSE - CONTINUOUS - NIGHT

               The woman stops and looks around the warehouse. It's filled 
               with OTHER PEOPLE, all hiding from this beast.

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


                                     MAN
                              (whispered)
                         Get in here. Be quiet.

               Another voice whispers from the crowd.

                                     FEMALE VOICE (O.S.)
                         Did it follow you?

                                     WOMAN
                         I don't think so.

               The toddler continues to cry. The woman tries to quiet it.

                                     TOUGH MALE
                         Shut that kid up.

                                     WOMAN
                         I'm trying.
                              (to the toddler)
                         Shh. It's okay. We'll be okay.

                                     TOUGH MALE
                         Shut that kid up, or I'll do it 
                         myself.

                                     FEMALE VOICE (O.S.)
                         Shh! It's coming! Be quiet.

               The warehouse quickly quiets, save for the sound of the crying 
               toddler. The woman continues to bounce the child and tries 
               to soothe her fears, but nothing seems to be working.

               Suddenly, there's a POUNDING on the door to the warehouse. 
               The people inside push back. Nobody wants to be the first to 
               face this thing.

                                     MAN
                         It's here.

               The door flies off it's hinges, stirring up a cloud of dust. 
               Light from the alley floods into the warehouse as a SHADOWY 
               FIGURE enters the warehouse.

                                     TOUGH MALE
                         We can't just sit here. We have to 
                         do something.

                                     FEMALE VOICE (O.S.)
                         Like what?

               The shadowy figure stops walking just as it hits a convenient 
               ray of light, revealing it's face to us.

               It is BUFFY SUMMERS. Hair pulled back. Clothes simple and 
               not too trendy. Her face is hardened. Tough. Determined. 
               Emotionless.

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


               Around her neck, she wears the cross of Isabelle Acker, and 
               in her hands she carries the Scythe. She says nothing.

               ANGLE ON : THE TOUGH MALE

               He VAMPS OUT.

                                     TOUGH MALE
                         Like fight.

               Around him, the other people ALL VAMP OUT. Several of them 
               attack Buffy. She closes her eyes and takes a deep breath.

               As the tough guy gets close to her, she swings the Scythe, 
               taking off his head. He TURNS TO DUST. Buffy opens her eyes 
               and continues to swing the Scythe. At first, it looks almost 
               random because she swings it so fast, but the number of 
               vampires that TURN TO DUST proves that each swing is carefully 
               calculated.

               ANGLE ON : A WALL

               Shadows move and we can HEAR A BATTLE taking place, but we 
               can't see it. This goes on for a few moments.

               ANGLE ON : BUFFY

               Now standing in a cloud of vampire dust. More dust covers 
               the floor around her.

               She takes a few steps, getting closer to the woman, who is 
               still holding her crying toddler. The woman is now in vamp 
               face, cowering on the floor. She looks up at Buffy.

                                     WOMAN
                         W--What are you?

               Buffy looks down at her with that blank expression.

                                     BUFFY
                         I'm the Slayer.

               She quickly raises the Scythe and brings it down toward the 
               woman.

                                                             FADE TO BLACK:

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


                                         ACT ONE

               FADE IN:

               EXT. SUNNYDALE HIGH SCHOOL - FRONT LAWN - DAY

               The sun shines down upon the lawn of the high school, as 
               STUDENTS scurry about, on their way inside. As we PAN ACROSS 
               the lawn, we finally come across WILLOW and XANDER, standing 
               near the front steps of the school. Both are looking toward 
               the school. Willow has a much more nervous expression than 
               Xander.

                                     WILLOW
                         Are we sure about this?

                                     XANDER
                         Pretty sure.

                                     WILLOW
                         But are we sure we're sure? 'Cause 
                         I'm not so sure that I'm sure about 
                         this and I'd rather be sure about 
                         something before I jump into it, 
                         y'know?

                                     XANDER
                         I have no clue what you just said, 
                         but I'm gathering that you're not so 
                         sure about this.

                                     WILLOW
                         It's just a big deal. It's a 
                         Hellmouth, with evil and demons and 
                         we don't have a Slayer to help us 
                         this time.

               Willow's eyes widen and she turns to Xander.

                                     WILLOW (CONT'D)
                         What if the popular kids pick on me?

                                     XANDER
                         Then you flunk their asses and pop 
                         quiz them like there's no tomorrow.
                              (beat)
                         Will, you're not a student here. 
                         You're a teacher. You have all the 
                         power.

                                     WILLOW
                         I do?
                              (then)
                         Hey, yeah. I do have power. I'm a 
                         teacher.

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


                                     XANDER
                         Besides, if Giles can get away with 
                         wearing tweed here for three years 
                         without being mocked and bullied to 
                         death, I think you'll be okay.

                                     WILLOW
                         Again, true.

                                     XANDER
                         So now we take the deep breath. Breath 
                         in...

               Willow takes a deep breath in.

                                     XANDER (CONT'D)
                         And release.

               Willow releases.

                                     XANDER (CONT'D)
                         Deep in.

               Willow takes a deep breath. Just then, XANDER'S CELL PHONE 
               RINGS.

                                     XANDER (CONT'D)
                              (to Willow)
                         One sec.

               Xander pulls out his phone and answers it.

                                     XANDER (CONT'D)
                         Hello?
                              (beat)
                         Mr. Hewitt, hey.  

               He looks to Willow and holds up a finger, mouthing "work" to 
               her. She releases her breath. 

                                     XANDER (CONT'D)
                              (into phone)
                         I've been looking over those papers, 
                         and I have some very interesting 
                         ideas. 

               He takes a couple of steps away from Willow to get some 
               privacy. Once he's away from Willow, he lowers his voice.

                                     XANDER (CONT'D)
                         Can't really talk now. She's right 
                         here.
                              (beat)
                         Yeah, I'll call you in a bit.

               Xander turns off his phone and turns back to Willow. He smiles 
               at her.

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


                                     XANDER (CONT'D)
                         That was Mr. Hewitt. Work, work, 
                         work.
                              (then)
                         So, are we ready to jump into the 
                         fray yet?

               The SCHOOL BELL RINGS. Willow's eyes once again fill with 
               fear.

                                     WILLOW
                         I'm late!

               Xander gives Willow a quick kiss.

                                     XANDER
                         Run.

               Willow takes off.

                                     XANDER (CONT'D)
                         Love you! Good luck!
                              (beat)
                         If you see any demons, call me!

               Xander turns to walk away, and sees TWO MOTHERS walking along 
               the sidewalk, giving him a strange look. He smiles at them.

                                     XANDER (CONT'D)
                              (to self)
                         Probably shouldn't have yelled that 
                         last part.

               INT. SUNNYDALE HIGH - COMPUTER LAB - DAY

               The students are wandering the room, talking, goofing around, 
               and waiting for their teacher.

               At one of the desks, AUDRA DANES is sitting with MIKE FOWLER. 
               Both about sixteen-years-old. Audra appears to be something 
               of a computer geek, while Mike is more the slacker type.

               Audra looks up at the clock.

                                     AUDRA
                         She's late.

                                     MIKE
                         Relax. Have fun.

                                     AUDRA
                         But, she's late. It's not a good 
                         first impression, is all I'm saying.

                                     MIKE
                         I've heard rumors about this school.
                                     (MORE)

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


                                     MIKE (CONT'D)
                         People disappearing, and stuff like 
                         that. Maybe she's not coming.
                              (beat)
                         Hey, do you still have those cookies 
                         in your bag?

                                     AUDRA
                         No.
                              (then)
                         She probably doesn't even know 
                         anything about computers. Most of 
                         these teachers couldn't tell a Mac 
                         from a GameBoy if their lives depended 
                         on it.

                                     MIKE
                         Yeah, well, I've also heard a rumor 
                         that this is one teacher you shouldn't 
                         mess with. Nate says he saw her in a 
                         coffee shop talking about how she 
                         killed a guy once.

                                     AUDRA
                         She killed a guy?

                                     MIKE
                         Seriously. This chick is seriously 
                         out of it.

                                     AUDRA
                         Seriously? 

               The door opens and Willow rushes in. She stops short and 
               looks at the class, trying to catch her breath. Everyone 
               turns to look at her. She smiles nervously.

                                     WILLOW
                         Hey. Hi.
                              (beat)
                         So, how's this for a first impression, 
                         huh?

               She waits for a laugh, but it doesn't come. She walks to the 
               chalk board, where her name is already clearly written, but 
               she doesn't notice it. She picks up a piece of chalk.

                                     WILLOW (CONT'D)
                         My name is Miss Rosenberg and I'm 
                         your new teacher.

               She's about to write her name, but notices that it's already 
               there, so she's not quite sure what to do with the chalk 
               now.

                                     WILLOW (CONT'D)
                         Oh.

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


               Finally, she underlines her name, turns and smiles.

                                     WILLOW (CONT'D)
                         See? That'd be me.

               She looks down at her desk and skims the lesson planner. She 
               then looks up at the class again.

                                     WILLOW (CONT'D)
                         Okay, let's get to work.

               Audra looks to Mike with a grin.

                                     AUDRA
                         Yeah, she's scary.

               INT. WATCHERS COUNCIL BUILDING - HEWITT'S OFFICE - DAY

               MR. HEWITT is sitting behind his desk in this fancy, state-
               of-the-art office. The place is decorated with colored lights, 
               glass sculptures, and flat panel TV screens. Like something 
               out of Alias.

               The door slides open (automatic door style) and GILES walks 
               in, carrying a folder. Hewitt smiles at him.

                                     MR. HEWITT
                         Hello, Mr. Giles. Please, have a 
                         seat.

                                     GILES
                         I'm comfortable standing, thank you.

                                     MR. HEWITT
                         Ever the rebel. Have it your way. I 
                         take it you've been looking into the 
                         subject as I'd asked.

                                     GILES
                         I have.

                                     MR. HEWITT
                         And?

                                     GILES
                         And frankly, there's not very much 
                         for me to say. The subject moves 
                         faster than we can track it.

                                     MR. HEWITT
                         It?
                              (smiles)
                         No need to be so formal. You know 
                         this subject. You love her.

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


                                     GILES
                         My personal feelings toward the Slayer 
                         are not relevant to this conversation.

                                     MR. HEWITT
                         Aren't they?

               Mr. Hewitt stands and walks around his desk to look Giles in 
               the eye.

                                     MR. HEWITT (CONT'D)
                         I've known you for quite some time, 
                         Mr. Giles. I know your history with 
                         this Council and the man who used to 
                         run it. Let me assure you that I 
                         will not be as forgiving as Quentin 
                         Travers. This is a new day for the 
                         Council. Our styles have changed, 
                         and so have our methods. If I find 
                         out that you are protecting this 
                         girl, I will make sure that you are 
                         punished for your insubordination. 
                         Do I make myself clear?

                                     GILES
                         Very.

                                     MR. HEWITT
                         Good.

               Mr. Hewitt starts to walk back to his seat.

                                     GILES
                         Now let me explain something to you.

               Hewitt stops and turns back to Giles.

                                     GILES (CONT'D)
                         Mr. Travers didn't forgive my actions 
                         because he chose to. He accepted 
                         them because he had no choice. As 
                         was clearly stated to him, this 
                         Council is useless without the Slayer 
                         and if anything were to happen to 
                         me, you would have no chance of ever 
                         seeing her again, let alone working 
                         with her. Now, while I'm certain 
                         that had Quentin Travers used his 
                         vast resources to invest in very 
                         thin televisions and blue light bulbs 
                         the old Council never would have 
                         been blown up, I am equally certain 
                         that nothing has changed at the core 
                         of this organization.
                                     (MORE)

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


                                     GILES (CONT'D)
                              (beat)
                         Simply put, you need me much more 
                         than I have ever, or will ever need 
                         you.

               Mr. Hewitt takes a moment to let these words sink in. He 
               takes a deep breath and nods ever so slightly before taking 
               his seat.

                                     MR. HEWITT
                         I assume that's the file.

                                     GILES
                         It is.

                                     MR. HEWITT
                         And am I to believe that you've 
                         included all of the information that 
                         you've gathered, or have you chosen 
                         to leave out the details?

                                     GILES
                         As long as I work with the Council, 
                         I will do my job. I've included 
                         everything that I thought was needed.

                                     MR. HEWITT
                         Interesting choice of words.

                                     GILES
                         Buffy has been working for well over 
                         two years now. In that time, she has 
                         traveled to a number of countries, 
                         and killed an indeterminate number 
                         of demons. If you'd rather have the 
                         complete rundown of every demon known 
                         to be dead by her hand, I would be 
                         willing to include it.

                                     MR. HEWITT
                         I'm sure you've provided what I need.

               Mr. Hewitt extends a hand. Giles gives him the folder. Mr. 
               Hewitt looks over the information within.

                                     MR. HEWITT (CONT'D)
                         Italy now? My, that girl can travel.

                                     GILES
                         Reports have been coming in from 
                         around the world. Demonic activity 
                         has declined drastically in most 
                         regions.

                                     MR. HEWITT
                         Good to hear. 

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


                                     GILES
                         Actually, I tend to believe it's 
                         not.

               Hewitt puts the folder down, giving Giles all of his 
               attention.

                                     MR. HEWITT
                         Explain.

                                     GILES
                         I believe that the demons are scared.

                                     MR. HEWITT
                         As well they should be.

                                     GILES
                         Scared enough to band together.

                                     MR. HEWITT
                         Oh.

                                     GILES
                         Demons that would normally keep to 
                         themselves, killing without a second 
                         thought are now on the defensive. 
                         They're scared and willing to do 
                         whatever it takes to stay alive.

                                     MR. HEWITT
                         So to speak.

                                     GILES
                              (obviously annoyed)
                         These demons will still need to feed. 
                         While the number of demonic attacks 
                         may be falling in some areas, in 
                         others it's rising at an alarming 
                         rate. These packs of demons are 
                         attacking all at once, devastating 
                         entire towns. Afterward, they return 
                         to hiding.

               Mr. Hewitt thinks this over for a few moments.

                                     MR. HEWITT
                         Interesting theory.
                              (beat)
                         I want you to investigate this, Mr. 
                         Giles. Find out whatever you can 
                         about these "packs". I want them 
                         destroyed.

                                     GILES
                         Our resources aren't quite what they 
                         used to be.

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


                                     MR. HEWITT
                         We're nearly completely rebuilt. I'm 
                         sure you can manage.

               Giles isn't sure about this, but he doesn't feel like arguing 
               anymore.

                                     GILES
                         Of course.

                                     MR. HEWITT
                         That will be all. I'll expect a report 
                         on my desk by next Thursday.

               Giles nods and turns to walk out of the office.

                                     GILES
                              (under his breath)
                         Prat. 

               INT. WILLOW AND XANDER'S HOUSE - LIVING ROOM - DAY

               This is Buffy's old Sunnydale house. The same place we know 
               and love, but the furniture and art reflect the personalities 
               of Willow and Xander more than Joyce and Buffy. 

               Xander walks into the house and heads for the living room as 
               he pulls out his cell phone. He pushes a button and puts the 
               phone to his ear. After a few moments, the person on the 
               other end answers.

                                     XANDER
                         Hey, it's me.

               INTERCUT WITH:

               INT. SUMMERS APARTMENT - DAWN'S ROOM - DAY

               DAWN walks into her room as she speaks, closing the door 
               behind her. She drops a backpack on the floor.

                                     DAWN
                         Hey.

                                     XANDER
                         Sorry about before. I couldn't talk 
                         with her right there.

                                     DAWN
                         Yeah. I don't think you had to pull 
                         the whole fake name thing though. We 
                         talk all the time.

                                     XANDER
                         Right. Good point. I think I'm just 
                         a little paranoid.

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


                                     DAWN
                         Did you get it?

                                     XANDER
                         Yeah. I think it's the right one. I 
                         found it in an antique shop just 
                         outside of town. The guy was asking 
                         fifteen hundred for it, but I got 
                         him to sell it for fifteen-fifty.

                                     DAWN
                         Uhm... Xand?

                                     XANDER
                         Yeah, my haggling ranks right up 
                         there with my classical piano skills.
                              (beat)
                         Dawn, are we sure this is the right 
                         thing to do?

                                     DAWN
                         From what you've been saying over 
                         the past few weeks, I don't think 
                         you have much choice.

                                     XANDER
                         Maybe you could do it for me?

                                     DAWN
                         Could be awkward.

                                     XANDER
                         Right. You're like, a thousand miles 
                         away.

                                     DAWN
                         More or less. But I'll be there as 
                         soon as I can. I already have my 
                         ticket ordered.

                                     XANDER
                         Should I wait?

                                     DAWN
                         Xander, relax. We both know that 
                         this is the best thing for everyone 
                         involved.

                                     XANDER
                         I know.
                              (beat)
                         It's just that I don't have the best 
                         of luck with these things. In case 
                         you've forgotten, they tend to go 
                         very, very wrong for me. People have 
                         gotten hurt. I don't want that to 
                         happen with Willow.

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


                                     DAWN
                         It won't. You're older now. Wiser.
                              (beat)
                         A little.

                                     XANDER
                         I hope you're right.

                                     DAWN
                         I am the all knowing, all seeing 
                         Key. Trust me.

                                     XANDER
                         Haven't you been known to open a 
                         vortex to multiple hell dimensions, 
                         killing your sister and releasing 
                         horrible monsters into our world?

                                     DAWN
                         Okay, that was so not my fault.

               Xander doesn't reply.

                                     DAWN (CONT'D)
                         It wasn't!

               INT. SEWER - NIGHT

               Buffy walks through the dark, damp, very old sewer tunnel. 
               She's on alert, as always.

               Behind her, there is a SPLASH. She stops walking, but doesn't 
               turn around. She listens, but doesn't hear the sound again. 
               She once again begins to walk.

               Behind her, a big, drippy, dirty demon rises from the sewer 
               water without making a sound. This is DARQUE. All of his 
               features are deep black, as are his clothes. The dirt that 
               drips off of him looks like oil. His sharp teeth and claws 
               are also deep black.

               Buffy keeps walking along as Darque follows close behind, 
               still without a sound.

               In the distance, a CLANG can be heard. Buffy stops walking 
               and listens again. Darque smiles, taking a deep whiff of her 
               hair. He raises a claw, preparing to attack.  He quickly 
               brings the claw down, taking his best shot at ripping her 
               scalp off.

               Buffy easily avoids the swipe and spins around, jamming the 
               stake end of the Scythe into Darque's chest and pinning him 
               to the wall.

                                     BUFFY
                         The part where you tried to attack 
                         me was the mistake.

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


               Darque smiles again, still without a sound. He's obviously 
               not in pain.

                                     BUFFY (CONT'D)
                         The smarter demons run.

               Darque attempts to swing at Buffy again, but she grabs his 
               arm without much effort.

                                     BUFFY (CONT'D)
                         The stake won't kill you. I know 
                         that.

               She SNAPS his arm. Still, Darque grins. Buffy remains 
               expressionless.

                                     BUFFY (CONT'D)
                         Do you feel pain? Do you hurt?

               Darque doesn't respond.

                                     BUFFY (CONT'D)
                         Do you speak English?

               Darque holds onto that goofy grin. Obviously, he doesn't 
               understand Buffy.

               Buffy sighs. She pulls the Scythe out of Darque's chest, and 
               then swings the axe side of the Scythe around, cutting Darque 
               in half across his belly. Before he falls apart, she swings 
               the blade in the other direction and cuts him into quarters.

               All four pieces of Darque fall to the ground. Buffy walks 
               away. No quips, or puns.

                                                             FADE TO BLACK:

                                      END OF ACT ONE
 
-----------------------------------------------------------------------------------------------------
                                                                        16.


                                         ACT TWO

               FADE IN:

               INT. SUMMERS APARTMENT - DAWN'S ROOM - DAY

               Dawn is looking through her room for some lost object. She 
               checks her desk, her bed, her closet and still no luck finding 
               it. She walks out of the room.

               INT. SUMMERS APARTMENT - LIVING ROOM - CONTINUOUS

               It's only now that we see the apartment in it's full glory. 
               This place ain't cheap. A good view, and quality furnishings.

               HANK SUMMERS is sitting in a chair, staring at his laptop 
               when Dawn walks out of her room.

                                     DAWN
                         Dad?

                                     HANK
                         Hmm?

                                     DAWN
                         I lost my necklace. Have you seen 
                         it?

                                     HANK
                         Which one?

               Dawn pauses. It's a slightly awkward topic.

                                     DAWN
                         The- uh- The locket. I had it last 
                         night and now... Well, not so much.

               Dawn starts searching the room.

                                     DAWN (CONT'D)
                         We really need to get a cat so I can 
                         start blaming it for things like 
                         this.

                                     HANK
                         Look in the kitchen.

                                     DAWN
                         You've seen it?

                                     HANK
                         No, but you do spend a lot of time 
                         in the kitchen. I'm still amazed 
                         that you haven't gotten fat yet.

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


                                     DAWN
                         High metabolism. I'm just a big ball 
                         of energy.

               Dawn stops as she realizes what she just said. She didn't 
               mean it in any mystical way, but she still has to look back 
               at Hank to make sure that it didn't strike any wrong notes.

               Hank's eyes don't move in any new direction, but he seems to 
               be staring past the computer screen now. Thinking of something 
               else completely. Dawn notices this, but doesn't say anything 
               about it.

                                     DAWN (CONT'D)
                         Kitchen.

               Dawn walks through the room, into the kitchen.

               INT. SUMMERS APARTMENT - KITCHEN - CONTINUOUS

               Dawn starts searching the room for her locket. She scans the 
               counters and the table, but sees nothing. She then stops and 
               tries to focus.

                                     DAWN
                         Okay, this isn't hard. Just think.

               She closes her eyes for a moment, walking through the last 
               time she was in the kitchen. She turns toward the 
               refrigerator.

                                     DAWN (CONT'D)
                         I got the milk and walked to the 
                         counter.
                              (turns toward the 
                              counter)
                         Walked over to the counter. Put the 
                         milk down and grabbed the pickles. 
                         Put them on the counter.
                              (opening eyes)
                         Ah-ha!

               She opens a cabinet and grabs a box of cereal. She opens it 
               and sticks her hand inside. After a moment of fishing around, 
               she pulls out the locket that Buffy gave her on the Night of 
               Morel Divineh (which Buffy had gotten from Hank on her 
               birthday). She smiles as she holds it up.

                                     DAWN (CONT'D)
                         Gotcha.

               She puts the cereal back in the cabinet and starts to walk 
               out of the room.

               INT. SUMMERS APARTMENT - LIVING ROOM - CONTINUOUS

               Dawn is looking at the locket, smiling.

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


                                     DAWN
                         You're not going to believe where 
                         I...

               She notices that Hank is no longer in the room where she 
               left him. She looks toward his bedroom door, which is closed.

               She stops for a moment, knowing why he wants to be alone. 
               She feels bad for him, but still doesn't want to push the 
               subject. She can't discuss it, so it's better for her to 
               just let it go. She walks into her room.

               INT. SUMMERS APARTMENT - DAWN'S ROOM - DAY

               The curtains are closed now, and candles are lit around the 
               room. Dawn is sitting on the floor in front of a circle made 
               of colorful sand. Inside of the circle is a map of the world.

               Dawn closes her eyes and holds a closed hand over the map.

                                     DAWN
                              (in a quiet voice)
                         Custoa, guardian of the land and 
                         sea, protector of the lost, hear me. 
                         Help me find the one I seek. Help me 
                         find my sister.

               Dawn opens her eyes and then opens her hand. The locket drops 
               from her hand, onto the map. The MAP GLOWS as the locket 
               slides off of the paper. Soon, the LIGHT AROUND THE MAP IS 
               PULLED TOGETHER, into one bright point of light. It is focused 
               over France.

               Dawn takes in this information and smiles slightly. At least 
               Buffy is alive.

                                     DAWN (CONT'D)
                         Custoa, watch her. Guide and protect 
                         her in her mission.
                              (beat, holding back 
                              tears)
                         Bring her back to me. Please.

               EXT. CITY STREET - NIGHT

               Buffy is making her way down the street, Scythe in hand. As 
               she walks, a strange feeling comes over her. She stops and 
               looks up at the sky for a moment.

               A gentle breeze blows over her, and she turns back to the 
               street. She continues on her way.

               INT. SUMMERS APARTMENT - DAWN'S ROOM - DAY

               Dawn stares at the map, trying to picture Buffy out there. 
               After a moment, she takes a deep breath and starts to clean 
               up.

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


               INT. SUMMERS APARTMENT - HANKS ROOM - DAY

               Hank is sitting on his bed, holding a small box in his hand. 
               The box is wrapped in birthday wrapping paper. He sits for a 
               moment, staring down at the box. Finally, he stands and walks 
               to his closet. He opens the door and lifts a blanket off of 
               the shelf. He places the box on the shelf next to two another 
               (older) wrapped packages and puts the blanket back on top of 
               them.

               He closes the closet door. 

               EXT. RESTAURANT - NIGHT

               Willow and Xander are sitting at an outside table, eating 
               their dinner. Willow is glowing... in a smilie way, not an 
               actual "holy crap, that woman is glowing!" kind of way.

               Xander is just watching her be happy and taking in the smiles.

                                     WILLOW
                         It was unbelievable. I mean, there 
                         was some rocky start, and a little 
                         bump or two in the middle, and the 
                         end was somewhat awkward, but it was 
                         just so... I can't even describe it.
                              (beat)
                         It's like being back in high school, 
                         only people notice I'm there and 
                         they respect me, and there's no gum 
                         in my hair, and hardly anyone even 
                         died today.

               Confusion comes over Xander's face.

                                     XANDER
                         Someone died?

                                     WILLOW
                         Well, yeah. Kinda.
                              (beat)
                         It was only Mr. Henderson. Not that 
                         he had it coming, but it was natural. 
                         No demons or anything. He was old.
                              (beat)
                         Kept teaching history in the first 
                         person. It was kinda weird.

                                     XANDER
                         Oh. Well in that case, I guess we'll 
                         call it a good day.

                                     WILLOW
                         Are you mocking me?

                                     XANDER
                         A little.

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


               Willow smiles.

                                     WILLOW
                         Okay, mocker. What was your day like?

                                     XANDER
                         Me? Y'know, the usual. Didn't build 
                         anything from about eleven to noon.  
                         Then I ate lunch, and then didn't 
                         build anything from one until quitting 
                         time. Hard day. Hard, hard day.

                                     WILLOW
                         C'mon. You do stuff. You have that 
                         job with the Council, right? How did 
                         that go?

                                     XANDER
                         Not far. I'm supposed to be writing 
                         all of these reports about the demons 
                         we've dealt with, but Mr. Hewitt 
                         wants me to write a synopsis of all 
                         the reports before I write the 
                         reports.

                                     WILLOW
                         Why?

                                     XANDER
                         Senility? I don't know. So now I'm 
                         stuck writing all of these 
                         synopsises...sees.
                              (beat)
                         Whatever. I guess it was just too 
                         easy to do it the other way.

                                     WILLOW
                         Sorry. But at least you're getting 
                         more money for it, right?

                                     XANDER
                         That part's true. Which means that 
                         dinner is on me... As long as they 
                         accept English money here.

               Willow smiles.

                                     WILLOW
                         I dare you to talk with an English 
                         accent when the waitor comes back.

                                     XANDER
                         My English accent always sounds like 
                         a weird not-quite-Indian accent 
                         though.
                                     (MORE)

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


                                     XANDER (CONT'D)
                              (beat)
                         I could do my Albert voice and act 
                         all important and stuff.

               Willow scrunches her nose.

                                     WILLOW
                         Albert voice kinda freaks me out 
                         these days.

                                     XANDER
                         Okay, consider Albert dead.

                                     WILLOW
                         And a good riddance to him.

               They fall silent for a moment, just picking at what's left 
               of their food. Xander checks his watch.

                                     WILLOW (CONT'D)
                         Getting late?

                                     XANDER
                         Only 8:30.
                              (beat)
                         Wanna get out of here?

                                     WILLOW
                         Sure. But don't expect me to be all 
                         easy just because you're paying for 
                         dinner.

                                     XANDER
                         Have a little more faith in my 
                         feminism, Will. I expect you to be 
                         easy for entirely different reasons.

               Willow throws her napkin at him. 

               EXT.  PARK - NIGHT

               Willow and Xander slowly walk through the park. Willow's 
               looking up at the sky, smiling.

                                     WILLOW
                         And then we could play ping-pong 
                         with the smaller stars.

                                     XANDER
                         And I didn't even notice you drinking 
                         tonight.

                                     WILLOW
                         That's the last time I share one of 
                         my crazy imaginary games with you.

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


               Xander smiles as Willow rests her head on his arm.

                                     XANDER
                         Hey.

                                     WILLOW
                         Hmm?

                                     XANDER
                         Nothing. Just hey.

                                     WILLOW
                         Hey back.

               Xander stops walking, looking ahead.

                                     XANDER
                              (more serious)
                         Hey.

                                     WILLOW
                         I think we're playing this one out, 
                         sweetie.

                                     XANDER
                         No. Look.

               Xander motions for Willow to look ahead of them. When she 
               does, her eyes widen.

                                     WILLOW
                         Oh. Hey.

               WILLOW'S POV

               A dead body, hidden in the bushes. Only one arm and a foot 
               are hanging out.

                                     WILLOW (CONT'D)
                         I don't suppose he's just a guy taking 
                         a nap?

               EXT. PARK - LATER

               POLICE have taped off the area and the body is being removed 
               now. Willow and Xander are just finishing up with the police 
               and start to walk away.

                                     WILLOW
                         That was fun.

                                     XANDER
                         Just like the good old days.

               Xander checks his watch again.

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


                                     XANDER (CONT'D)
                         And now would be getting late.

                                     WILLOW
                         And just like those good old days, 
                         we have work to do.

                                     XANDER
                         Work?

                                     WILLOW
                         Well, yeah. You saw the bites on 
                         that guy. There's a vampire somewhere 
                         around here.
                              (beat, then looking 
                              around, creeped out)
                         I don't suppose you have a stake 
                         hidden in that jacket?

                                     XANDER
                         Can't we just go home and deal with 
                         this one tomorrow?

                                     WILLOW
                         Sure. Hey, maybe the extra bodies 
                         will give us more clues.

                                     XANDER
                         That was sarcastic, right?

                                     WILLOW
                         Umm, yeah. What's wrong with you 
                         tonight? You seem weird.

               Xander hesitates a little.

                                     XANDER
                         I don't know.

                                     WILLOW
                         It was the salmon mousse, right? I 
                         told you it smelled funky.

                                     XANDER
                         No, not the mousse. I just... I don't 
                         know. I just thought we'd have some 
                         hanging out time. Between my traveling 
                         and your school, we haven't seen 
                         much of each other for a while.

                                     WILLOW
                         Oh. Well, we can still spend time 
                         together. Slaying things can be 
                         romantic, right? Just look at Buffy 
                         and Angel.
                                     (MORE)

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


                                     WILLOW (CONT'D)
                              (beat)
                         And Buffy and Riley.
                              (beat)
                         And Buffy and Spi--

                                     XANDER
                         I get it.
                              (beat)
                         It's not exactly what I was planning, 
                         but I guess we have a job to do.

                                     WILLOW
                         There's the spirit. Can we get weapons 
                         now? I'm really getting a little 
                         nervous here.

               INT. WATCHERS COUNCIL BUILDING - GILES' OFFICE - NIGHT

               Giles is sitting in his office, hunched over a desk. His 
               office is very different than the office of Mr. Hewitt.  
               Giles' office has simple desk lamps, and bookcases that are 
               filled with old books.

               Giles has a stack of books opened on his desk and he is 
               skimming through several of them, taking notes.  He turns to 
               the wall behind him where there is a corkboard. On the board 
               is a map of England, and several newspaper articles with 
               headlines like "HUNDREDS OF CHICKENS STOLEN" and "SCHOOLYARD 
               IN TERROR".

               Giles stares at the board, trying to put together the pieces 
               of a puzzle.

               His door opens and a woman, MARGE SWEITZER walks into the 
               office. She is English, in her mid-40's and very conservative 
               looking.

                                     MARGE
                         Somehow I knew you'd be here. Do you 
                         even have a home?

                                     GILES
                         I think so.

               Giles turns to her.

                                     GILES (CONT'D)
                         This isn't right. Something is 
                         terribly wrong with this picture.

                                     MARGE
                         Which picture is that?

                                     GILES
                         All of it.
                                     (MORE)

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


                                     GILES (CONT'D)
                         I mean, I knew that these demon packs 
                         were gathering all over the world, 
                         but I was hoping that they wouldn't 
                         be quite as close as I think they 
                         might be.

                                     MARGE
                         You think there's a pack here? There 
                         haven't been any major attacks.

                                     GILES
                         That's what scares me.  So far they've 
                         been taking small animals and 
                         scurrying about the woods. These 
                         demons can't possibly survive like 
                         that.

               Giles shows her one of the books.

                                     GILES (CONT'D)
                         Taw-min. A demon that's accustomed 
                         to a diet of newborns and blond 
                         virgins.

                                     MARGE
                              (snickers)
                         Good luck.

                                     GILES
                         He's been stalking these parts for 
                         over two centuries, ever since 
                         immigrating here from Asia.

                                     MARGE
                         Big fellow with the blue spikes, 
                         right? I think I remember that one. 
                         Real hard to pin down.

                                     GILES
                         Which is why it hasn't been killed. 
                         His normal feeding cycle should have 
                         had him taking victims for the last 
                         three months, but there's been 
                         nothing.

               Giles shows Marge two more books.

                                     GILES (CONT'D)
                         Egrias, a wrath demon. Saquil, a 
                         yeti. Angus Lass, a vampire with at 
                         least twenty followers and a penchant 
                         for some rather grizzly attacks, 
                         even by vampire standards.

               Marge studies the books in front of her.

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


                                     GILES (CONT'D)
                         In the last several months, death 
                         rates have dropped substantially. 
                         Murder rates specifically are lower 
                         than they've been since I can 
                         remember.

                                     MARGE
                         They're waiting.

                                     GILES
                         They're starving.

               Giles picks up the phone and starts to dial while still 
               talking with Marge.

                                     GILES (CONT'D)
                         We need to fix this before it's too 
                         late.  Get on the phone with Archer 
                         Jenkins. Tell him to assemble his 
                         team and wait for my call.

               Marge nods and heads out of the room. Giles waits for whoever 
               he is calling to pick up the phone. Finally, someone picks 
               up.

                                     GILES (CONT'D)
                         Miss Hartness, please.
                              (beat)
                         Thank you.

               Giles waits another few moments as he flips through another 
               book, skimming what it says. A moment later her perks up as 
               someone's voice comes over the phone.

                                     GILES (CONT'D)
                         This is Rupert Giles. I need your 
                         help.

               EXT. CITY STREET - MORNING

               The sky is just beginning to show signs of dawn. The street 
               is beginning to come alive with PEOPLE scrambling to get to 
               their jobs.

               Buffy walks down the sidewalk, paying attention to nobody as 
               she walks. The Scythe is still in her hand, and her clothes 
               and hair are slightly less than spring-time fresh.

               As she walks, some of the people on the street look in her 
               direction. I guess they're not used to seeing a small young 
               woman carrying a fancy weapon, dirty and expressionless. She 
               doesn't look angry or threatening. She looks tired. 

               Buffy turns down an alley.

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


               EXT. ALLEY - CONTINUOUS

               Buffy walks until she vanishes into the shadows.

               INT. BASEMENT - DAY

               Buffy climbs through a window, into the basement. It's quiet 
               and full of clutter. Lots of hidden corners and spaces.

               Buffy looks around and moves to one small corner, behind a 
               stack of dusty boxes.  She sits down, leaning against one of 
               the walls. She puts the Scythe down next to her and for a 
               moment just sits there, staring off into space.

               Finally, she lies down on the floor and closes her eyes.

               INT. WILLOW AND XANDER'S HOUSE - LIVING ROOM - NIGHT

               Willow and Xander rush into the house and head for a weapon 
               chest that is in the living room, covered by a nice throw 
               and a couple of pillows. Willow brushes all of those things 
               off as she opens the chest and looks inside.

                                     WILLOW
                         What'll it be tonight?

                                     XANDER
                         I don't know. I was thinking "axe", 
                         but now that I'm here I think I might 
                         be in the mood for something less 
                         heavy.
                              (beat)
                         I think I'll start off with the stake. 
                         Oh, and could I get a bottle of holy 
                         water with that? 

                                     WILLOW
                         Coming right up.

               Willow hands Xander a stake and some holy water. She grabs a 
               small axe and a wooden cross for herself. She stands.

                                     WILLOW (CONT'D)
                         Shall we?

               They head for the door until Xander stops short.

                                     XANDER
                         Hold on. Just thought of something.

                                     WILLOW
                         Hmm?

                                     XANDER
                         We have no idea where to find this 
                         guy.

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


                                     WILLOW
                         Oh. That's... Okay.

                                     XANDER
                         I guess we're in for a night of random 
                         patrol. I'll get the thermos.

               Xander starts to walk toward the kitchen, but Willow thinks 
               of something.

                                     WILLOW
                         Hold on a sec.

               Xander turns around.

                                     WILLOW (CONT'D)
                         Maybe there's another way of doing 
                         this.

               INT. DINING ROOM - NIGHT

               Willow is sitting in front of her computer. Xander stands 
               behind her, reading over her shoulder.

                                     WILLOW
                         I heard one of those cops saying 
                         that this was the second death in 
                         two days where the victim was hidden 
                         in the bushes like that.

                                     XANDER
                         Wasn't hidden well.

                                     WILLOW
                         Still, it's a pattern.

               She pulls up the Sunnydale Press website and looks through 
               headlines, clicking on a couple of links. Finally she stops 
               and skims the page.

                                     WILLOW (CONT'D)
                         The one last night was Wallace Marsh. 
                         Found on Copper Street, near Temple.

               Willow types a little and clicks a little more. She skims 
               again.

                                     XANDER
                         Any other recent deaths? Possibly 
                         our vamp?

                                     WILLOW
                         Didn't see any murders listed. Obits 
                         had a few listing, but nothing 
                         specific.
                                     (MORE)

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


                                     WILLOW (CONT'D)
                              (beat)
                         Holly Hills. That's the nearest 
                         cemetery to the first victim.

                                     XANDER
                         So if this vamp is fresh from the 
                         casket, that'd probably be the place.

               Willow reads on a little more.

                                     WILLOW
                         Two listings talk about services in 
                         that cemetery. One's a car wreck. 
                         Lots of blood and injuries. Not hard 
                         to miss fang marks.

                                     XANDER
                         That our guy?

                                     WILLOW
                         Maybe.
                              (beat)
                         The other's an animal attack in the 
                         woods.

                                     XANDER
                         Animal attack sounds about right.

               Willow stands up and grabs a piece of paper that's just coming 
               out of the printer.

                                     WILLOW
                         Then let's check it out.

               They grab their weapons and head for the door.

                                     XANDER
                              (to himself)
                         This better not take all night.

               EXT. EMBRY HOUSE - NIGHT

               Willow and Xander walk up to the house and look at it. It's 
               a simple little house in a nice neighborhood. A few of the 
               lights are on.

                                     WILLOW
                         This should be it. We ready?

               Xander holds up his stake.

                                     XANDER
                         If by "ready" you mean "prepared", 
                         then yeah.

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


                                     WILLOW
                         Good.
                              (beat)
                         Wait. What else would "ready" mean?

                                     XANDER
                         I don't know. I was just doing that 
                         thing where I speak all funny.

                                     WILLOW
                         Oh. 'Kay.

               They start to walk toward the door.

                                     XANDER
                         When we get up there, you ring the 
                         bell and I'll attack.
                              (beat)
                         No, I'll ring the bell and you attack. 
                         That way I'm up front.
                              (beat)
                         Or you could ring the bell and then 
                         hide, and--

                                     WILLOW
                         We're hunting vampires, not playing 
                         ding-dong-ditch, honey.  We both 
                         attack. It's why I have the shiny 
                         axe.

                                     XANDER
                         Fine, but if you get killed I'm so 
                         breaking up with you. I'm done with 
                         dating demons and dead chicks.

               They get to the door and Willow takes a deep breath.

                                     WILLOW
                         Okay, here we go.

               She rings the doorbell and then they both ready for battle. 
               They raise their weapons and put on their game faces.

                                     XANDER
                         Show yourself evil demon. Let's make 
                         this snappy.

               They can hear the DOOR UNLOCKING. They further prep for 
               battle.

               Finally, the door swings open. Xander and Willow raise their 
               weapons and are just about to let out a battle cry or two 
               before they see who is at the door.

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


               ANGLE ON:

               PATTI WHEELER. A nice looking young woman wearing frilly 
               pink pajamas and a big smile on her face, right under the 
               slightly confused eye parts.

                                     PATTI
                         Uh... Hi?

                                                             FADE TO BLACK:

                                      END OF ACT TWO
 
-----------------------------------------------------------------------------------------------------
                                                                        32.


                                        ACT THREE

               FADE IN:

               EXT. EMBRY HOUSE - NIGHT

               Patti continues to smile as Willow and Xander awkwardly lower 
               their weapons.

                                     PATTI
                         Can I help you with something?

                                     WILLOW
                         Uhm... We...
                              (beat)
                         Is Bruce here?

               Patti's smile fades.

                                     PATTI
                         Oh. Sorry, I guess you haven't heard.
                              (beat)
                         Bruce died.

                                     WILLOW
                         Oh.

                                     XANDER
                         But he's not here, right?

               Willow shoots Xander a look. Xander just shrugs.

                                     WILLOW
                         He must be the man we were told about.

                                     PATTI
                         And who are you?

                                     WILLOW
                         I'm... Dawn. Dawn Summers. This is 
                         my partner, Steve. We work for the 
                         local branch of... People For The 
                         Elimination Of Threatening Animals. 
                         It's a watchdog group for the victims 
                         of violent animal attacks and the 
                         like. We were told about Mr. Embry.

               Patti is more confused now.

                                     PATTI
                         Okay.
                              (beat)
                         It was just a wolf attack. He was in 
                         the woods at night and he came between 
                         a mother and her pup. That's what 
                         they told me.
                                     (MORE)

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


                                     PATTI (CONT'D)
                              (beat)
                         You're not gonna kill the babies, 
                         are you?

               EXT. EMBRY HOUSE - LATER

               Willow and Xander walk away from the house.

                                     XANDER
                         Okay, what was that? People For The 
                         Elimination Of Threatening Animals?

                                     WILLOW
                         I was on the spot.

                                     XANDER
                         Whatever you say, Dawn.

                                     WILLOW
                         Well...

                                     XANDER
                         We have to get this finished. I have 
                         better things to be doing tonight.

                                     WILLOW
                         Well, next time we'll ask the demons 
                         to check with us before attacking. 
                         Make sure we're free that night.

                                     XANDER
                         It'd be nice, is all I'm saying.
                              (beat)
                         Where now?

                                     WILLOW
                         Now the next victim's house. 
                              (beat)
                         Victim's house by way of Espresso 
                         Pump. 

               INT. SUMMERS APARTMENT - LIVING ROOM - NIGHT

               Dawn walks out of her bedroom and finds Hank sitting on the 
               couch, watching TV. She sits next to him.

                                     DAWN
                         Hey.

                                     HANK
                         Finished for the night?

                                     DAWN
                         Yeah. Just needed to read a few 
                         chapters and make a few notes to 
                         make it look like I'm making notes.

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


                                     HANK
                         What's the subject.

                                     DAWN
                         Medieval History.

                                     HANK
                         Lots of the old stuff these days.

                                     DAWN
                         Yup.
                              (then, switching 
                              subjects)
                         So, what's on the telly?

                                     HANK
                         Just an old movie. I'm not really 
                         watching.

                                     DAWN
                         I do that a lot too. Mind's always 
                         wandering off in some weird direction. 
                         Usually during class, which is kinda 
                         bad.

               Hank doesn't respond. Dawn knows that something is bothering 
               him.

                                     DAWN (CONT'D)
                         Lots of work to think about?

                                     HANK
                         Some.

                                     DAWN
                         Anything I can help with?

                                     HANK
                         Not really.

                                     DAWN
                         Yeah, I kinda realized how lame that 
                         offer was after I asked.

                                     HANK
                         You hungry? There's some popcorn in 
                         the kitchen.

                                     DAWN
                         Maybe in a few minutes.

               They sit in silence for a few moments, just staring at the 
               TV. It's a little awkward, since Dawn knows what's bothering 
               Hank but doesn't want to get into it. Finally, she stands 
               up.

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


                                     DAWN (CONT'D)
                         Now's good too. I'll be right back.

               She walks to the kitchen.

               INT. SUMMERS APARTMENT - KITCHEN - CONTINUOUS

               Dawn closes the kitchen door behind her and leans against 
               the counter. She takes a deep breath.

               It's obvious that this is hard for her. There's a lot that 
               she'd like to say to Hank but can't.

               EXT. WOODS/BAKER TRAILER - NIGHT

               Willow and Xander walk through the woods, searching. They 
               are in the middle of nowhere, with plenty of trees and not 
               many people around.

                                     WILLOW
                         It's supposed to be around here 
                         somewhere.

                                     XANDER
                         Who parks their trailer in the middle 
                         of the woods? You might as well ask 
                         to be killed by a demon.

                                     WILLOW
                         Most people probably don't know that.

                                     XANDER
                         The "I don't know" excuse didn't fly 
                         for me back in math class and it 
                         doesn't fly in big evil woods.

                                     WILLOW
                              (smiles)
                         Check out the grouchy grownup guy.

                                     XANDER
                              (also smiles)
                         I am. I'm a growed-up now.

               Willow and Xander cautiously approach the trailer. The trailer 
               is a very retro style trailer. Very shiny.

               Around the windows of the trailer we can see bloody 
               handprints, as though someone tried to escape through the 
               window but got pulled back in.

               The door to the trailer is wide open, and the light inside 
               is flickering.

                                     XANDER (CONT'D)
                         My grownup instincts are telling me 
                         that this just might be the place.

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


               They slowly walk up to the door. When they get there, Willow 
               sticks her head inside. She quickly pulls it back out.

                                     WILLOW
                         Eew. The place smells like our 
                         refrigerator.

                                     XANDER
                         Which I will fix.

               Xander walks inside.

                                     XANDER (O.S.) (CONT'D)
                         I just haven't gotten around to it 
                         yet.

               Willow rolls her eyes and follows Xander.

               INT. BAKER TRAILER - CONTINUOUS

               They look around the cramped trailer. Blood covers several 
               surfaces in there, which Willow and Xander are very careful 
               to avoid.

               Xander goes to the refrigerator and looks inside. In there, 
               he sees a bloody hand.

                                     XANDER
                         I think this guy had to be creepy 
                         before the whole vampire thing. 

                                     WILLOW
                         But he's not here.

               Willow sighs.

                                     WILLOW (CONT'D)
                         This really isn't going well.

                                     XANDER
                         Remember the good ol' days when we'd 
                         go out with Buffy and she'd just 
                         happen to stumble upon these things?

                                     WILLOW
                         Slayer instincts. I always took them 
                         for granted.

               Xander looks Willow in the eyes with a certain amount of 
               mope in his eyes.

                                     XANDER
                         Past tense rule.

                                     WILLOW
                         Let's go.

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


               INT. SUMMERS APARTMENT - LIVING ROOM - NIGHT

               Hank is still looking in the general direction of the TV, 
               not paying much attention to it. Dawn is sitting nearby, 
               also not watching.

               She looks down at her hand where she is holding the locket. 
               She then looks to Hank.

                                     DAWN
                         So, how 'bout that big pink elephant?

                                     HANK
                         Hmm?

                                     DAWN
                         You know. The one that's sitting 
                         right between us and neither of us 
                         wants to talk about. I believe it 
                         answers to the name, Buffy. Has a 
                         birthday coming up, if I'm not 
                         mistaken.

                                     HANK
                         Oh.

               Hank shifts in his seat.

                                     HANK (CONT'D)
                         I guess I'm not as subtle as I thought 
                         I was.

                                     DAWN
                         I can't tell you why she left.

                                     HANK
                         I know.
                              (beat)
                         Just... Tell her that I miss her.

                                     DAWN
                         What? What are you...? Dad, I'm not 
                         going to see Buffy.

               Hank doesn't respond.

                                     DAWN (CONT'D)
                         Is that what you thought? That I was 
                         sneaking off to see her without 
                         telling you? Why would I do that?

                                     HANK
                         I don't know. I just assumed... Her 
                         birthday's coming up. I thought you 
                         might.

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


                                     DAWN
                         Yeah, I might.  If I knew where she 
                         was.

                                     HANK
                         Then why go back? Why now?

                                     DAWN
                         Because I... Xander and Willow are 
                         going through a thing right now. I 
                         wanted to go see them.

               Hank looks at Dawn, feeling stupid.

                                     HANK
                         Oh.

                                     DAWN
                         If I were going to see Buffy, I would 
                         tell you. I'd never keep that kind 
                         of thing from you.

                                     HANK
                         I know. I'm sorry that I... I just 
                         wanted... I don't know.

                                     DAWN
                         I know. 

               INT. WATCHERS COUNCIL BUILDING - GILES' OFFICE - MORNING

               The sun has not yet shown itself. Giles is still in his 
               office, talking into the phone.

                                     GILES
                         Then get him out of bed.  This is an 
                         emergency.
                              (beat)
                         Yes.

               He picks up a book and flips through it, reading as he talks 
               on the phone.

                                     GILES (CONT'D)
                         Tell him it's Rupert Giles.
                              (beat)
                         No. I really don't care.
                              (beat)
                         Young lady, listen very carefully. I 
                         have seen more apocalypses than most 
                         people can count on one hand.  I 
                         have seen the dead rise, and the 
                         risen dead perform musical dance 
                         numbers.  I think it's fair to say 
                         that not many things in this world 
                         can scare me at this point.
                                     (MORE)

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


                                     GILES (CONT'D)
                         Now, I don't care if Mr. Hewitt is 
                         sleeping.  I don't care if he's 
                         recieving last rights. Get him on 
                         the telephone right now.
                              (long beat)
                         Yes, I'll hold.

               Marge walks into the office with a folder in hand. She puts 
               it on the desk.

                                     MARGE
                         Any progress?

                                     GILES
                         I never thought it'd be possible for 
                         me to dislike someone less than the 
                         last man who ran this place.  Did 
                         you know that he plays Garth Brooks 
                         when he puts you on hold?
                              (into the phone)
                         For Heaven's sake, man. You're 
                         supposed to be British. Have some 
                         standards.

                                     MARGE
                         I take it that's a "no" then.

                                     GILES
                         What did you find out?

                                     MARGE
                         The coven has been working on locator 
                         spells for the last several hours. 
                         So far, they have three possible 
                         locations.

                                     GILES
                         Possible?

               Marge shrugs.

                                     MARGE
                         They're working on it. The energy 
                         surrounding these demons isn't... 
                         well, normal.

                                     GILES
                         Of course not. Why should it be? 
                         That would be too easy.

               Giles hears a voice come over the phone. He perks up.

                                     GILES (CONT'D)
                         Hello?
                                     (MORE)

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


                                     GILES (CONT'D)
                              (beat)
                         Well, when he's through primping, 
                         could you tell him that there is a 
                         massive convergence of demonic 
                         activity in the area and we all may 
                         very well be dead before noon?
                              (beat, then annoyed)
                         C-O-N-V-- Yes, that's it.

               Giles hangs up the phone.

               EXT. BAKER TRAILER - NIGHT

               Willow and Xander exit the trailer. Their guard is down.

                                     XANDER
                         I don't mean to sound unoriginal, 
                         but where do we go from here?

                                     WILLOW
                         Maybe we can track down someone who 
                         knew him when he was alive. Find out 
                         where he might go for fun.

               Xander looks back to the bloody handprint.

                                     XANDER
                         If any of his old friends are still 
                         alive.

                                     WILLOW
                         We suck. We can't even track down 
                         one stupid vampire.

                                     XANDER
                         We don't suck. We're just having an 
                         off night. We tracked that flesh 
                         eating demon last week, right? And 
                         that nest of vampires.

                                     WILLOW
                         Two vampires, six months ago.
                              (beat)
                         And that freaky girl demon with the 
                         long head things.

                                     XANDER
                         There you go. We're badass demon 
                         hunters on occasion.

               As soon as he says that, Xander is knocked over the head by 
               a tree branch. He falls to the ground. Willow looks over and 
               sees BAKER holding the branch. He's a vamped out, grungy 
               type of guy. Long hair, held back by a bandana, Axle Rose 
               style.

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


               When Willow sees him, she frowns.

                                     WILLOW
                         We suck.

                                                             FADE TO BLACK:

                                     END OF ACT THREE
 
-----------------------------------------------------------------------------------------------------
                                                                        42.


                                         ACT FOUR

               FADE IN:

               EXT. BAKER TRAILER - NIGHT

               Willow raises her axe and backs up to put some space between 
               herself and Baker. Baker smiles at her.

                                     BAKER
                         You looking for me?

                                     WILLOW
                         I was just out for a walk. You know 
                         how it is. Love me that fresh air.

                                     BAKER
                         Walking with weapons? Looks like 
                         you're hunting.

               Willow looks at her axe and straightens up. She looks Baker 
               in the eyes. 

                                     WILLOW
                         Fine. Yes. You got me. I am hunting 
                         you, evil vampire. Surrender and 
                         this won't be painful.

                                     BAKER
                         Likely.

               Baker walks toward Willow as Willow continues to back up. 
               She readies her axe.

                                     WILLOW
                         Then you'll just have to prepare to 
                         die.
                              (beat)
                         Again.

                                     BAKER
                         I'm preparing for a lot of things, 
                         little one. Leaving this world ain't 
                         one of them. Now, kissin' all up and 
                         down that sweet neck of yours as the 
                         blood pours out is a whole 'nother 
                         story.

               Baker gets a little too close and Willow raises the axe. 
               Before she can swing, Baker knocks it from her hand and grabs 
               her arm. He pulls her close.

                                     BAKER (CONT'D)
                         You look all kinds of pure. I like 
                         that in a victim.

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


                                     XANDER (O.S.)
                         Gotta tell you...

               Baker turns and sees Xander standing right next to him.

                                     XANDER (CONT'D)
                         You're just a bad judge of character.

               Xander punches Baker as hard as he can, which causes Baker 
               to blink slightly. Baker lets go of Willow. She steps back. 
               She starts looking around for the axe.

                                     XANDER (CONT'D)
                              (to Baker)
                         Can I just ask you something? Why do 
                         you bad guys always forget about the 
                         guy you hit first? I mean, you hit 
                         me and just assume I'm dead? What 
                         kind of logic is that?

               Baker swings at Xander, but Xander ducks out of the way. He 
               raises the bottle of holy water, which has a cross on it's 
               label. Baker steps back.

               Xander pulls the cork out of the bottle with his teeth and 
               spits it to the ground.

                                     BAKER
                         What is this?

                                     XANDER
                         This is me getting the upper hand.

               He shakes the bottle in Baker's direction, splashing several 
               drops onto Baker, which SIZZLE.

               As Baker reacts to this, Willow buries her axe in his back. 
               It stays there as Baker drops to the ground, waving his arms, 
               but not moving his legs.

                                     WILLOW
                         Stake!

               Xander pulls his stake and rushes toward Baker. As Xander 
               attempts to stake Baker, Baker uses his arms to keep Xander 
               away. They end up wrestling with each other on the ground as 
               Willow watches, waiting for a moment to jump in.

                                     BAKER
                         I'm stronger than you.

                                     XANDER
                         I have better shoes and a winning 
                         personality.

               Xander rolls Baker onto his back, where the axe is still 
               stuck. Baker screams in pain.

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


               Willow rushes up and kicks Baker in the head before quickly 
               stepping back again.

                                     BAKER
                         Stop it!

               Baker reaches behind his back and pulls out the axe. He raises 
               it in the air, meaning to swing at Xander.

               Willow's eyes widen when she sees this.

                                     WILLOW
                         Xander!

               Willow rushes in once again and grabs Baker's arm. She too 
               winds up on the ground, struggling with Baker's axe hand as 
               Xander attempts to get at him with a stake.

               Baker snaps at Xander's hand with his fangs, but Xander pulls 
               back avoiding him.

                                     XANDER
                         Sissy biter.

                                     BAKER
                         I'm a vampire!

               Willow manages to twist the axe and pull it away from Baker. 
               She stumbles back with it and smiles.

                                     WILLOW
                         I got it.

               Baker uses his now-free second hand to grab Xander around 
               the neck and begins choking him.

                                     XANDER
                              (choking)
                         Churking! Churking!

                                     WILLOW
                         Churking?

               Xander motions toward his neck.

                                     XANDER
                         Churking!

                                     WILLOW
                              (getting it)
                         Choking!

               She rushes toward Baker and swings the axe at his neck. She 
               hits her target and Baker lets go of Xander, going limp.

               Xander moves away from Baker, rubbing his neck. Willow goes 
               to him.

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


                                     XANDER
                         Let's hear it for the lamest fight 
                         ever.

                                     WILLOW
                         At least we won.

                                     XANDER
                         I think this whole "distract and 
                         attack from behind" technique really 
                         works for us.

               Willow helps Xander to stand up.

                                     WILLOW
                         Did you make a crack about my purity?

                                     XANDER
                         Please don't hurt me.

               They start to walk away.

                                     WILLOW
                         We'll discuss this at home.
                              (extended beat)
                         He is going to go poof, right?

               They stop walking and turn around. They look at Baker who is 
               still on the ground with the axe in his neck, not moving.

                                     XANDER
                         Maybe we didn't decapitate him enough.

               INT. WILLOW AND XANDER'S HOUSE - FOYER - NIGHT

               The front door opens. Willow and Xander walk in. Xander is 
               still rubbing his neck.

                                     WILLOW
                         I'm sure you'll feel better in the 
                         morning. Can I get you anything?

                                     XANDER
                         Tea, maybe? Some popcorn?

                                     WILLOW
                         This time of night?

                                     XANDER
                         Fighting makes me hungry.

                                     WILLOW
                         Fine. Go lie down. I'll bring it up.

               He smiles. 

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


                                     XANDER
                         Thanks.

               Xander kisses Willow on the head as she walks toward the 
               kitchen. Once she's gone, his look changes. His smile fades 
               and a somewhat sinister look fills his eyes. He walks up the 
               stairs.

               INT. WILLOW AND XANDER'S HOUSE - KITCHEN - NIGHT

               Willow fills a kettle with water.

               INTERCUT WITH: 

               INT. WILLOW AND XANDER'S HOUSE - MASTER BEDROOM - NIGHT

               Xander places several black candles on the dresser and lights 
               them.

               Willow grabs two mugs and puts tea bags in them. She opens a 
               cabinet and searches for popcorn.

               Xander turns off the lights, allowing the eerie glow of the 
               candles to light the room. He looks at his watch and takes a 
               deep breath.

               Willow grabs the fully popped bag of popcorn from the 
               microwave and pours it's contents into a bowl.

               Xander uses a very old looking dagger to cut into a bag of 
               dried flower petals. He grabs a handful of the petals and 
               places them in an old clay bowl that rests on the dresser, 
               surrounded by the candles.

               Willow puts the mugs on a tray, next to the bowl of popcorn. 
               She pours hot water into them and then picks up the tray.

               INT. WILLOW AND XANDER'S HOUSE - UPSTAIRS HALLWAY - NIGHT

               Willow walks up the stairs with the tray and finds Xander 
               waiting for her in the hallway. She can tell that something 
               is up with him by the very serious, kinda nervous look on 
               his face.

                                     WILLOW
                         Are you okay?

                                     XANDER
                         Put the tray down.

                                     WILLOW
                         Xander, what's wrong?

                                     XANDER
                         Just put the tray down.

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


                                     WILLOW
                         Okay.

               Willow puts the tray down on the hall table.

                                     XANDER
                         Come with me.

               He opens the door to the bedroom and walks in.

                                     WILLOW
                         Are you okay?

               She follows him into the bedroom.

               INT. WILLOW AND XANDER'S HOUSE - MASTER BEDROOM - CONTINUOUS

               Xander closes the bedroom door behind Willow. Willow looks 
               around the room, not knowing what's going on.

                                     WILLOW
                         What's happening? What is this?

                                     XANDER
                         You know I love you, right?

                                     WILLOW
                         I guess.

                                     XANDER
                         You know that I'd never want to hurt 
                         you, right?

                                     WILLOW
                         Sure.
                              (beat)
                         Are you gonna hurt me now?

               Xander looks down.

                                     XANDER
                         I hope not.
                              (beat)
                         Willow, there's something inside 
                         you. Some strange energy--

                                     WILLOW
                         No there's not. No energy.

                                     XANDER
                         Just listen.
                              (beat)
                         There's this strange energy inside 
                         of you that I don't think you can 
                         even control. It's powerful. It's 
                         all-consuming.

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


               Willow looks to the bed and sees the dagger on it. Her eyes 
               widen.

                                     WILLOW
                         What's that for?

               Xander gives her a slightly annoyed look.

                                     WILLOW (CONT'D)
                         Sorry. Quiet now. You were saying 
                         something about an all-consuming 
                         power that doesn't really exist.

                                     XANDER
                         It does exist. I've tried ignoring 
                         it. I've tried denying it. I've tried 
                         to find some way around all of this, 
                         but there just isn't one.
                              (beat)
                         Will, I love you. Just try to remember 
                         that, okay?

                                     WILLOW
                         Sure. I guess.
                              (beat)
                         Maybe.

               Xander steps closer to Willow and takes her hand.

                                     XANDER
                         I've known you forever. You're the 
                         one person that I could always count 
                         on. Without you, I don't think I'd 
                         have survived any of this demon stuff. 
                         More than that though, I don't think 
                         I'd have survived any of the normal 
                         stuff either. I couldn't have done 
                         it without you. That's why I have to 
                         do this.

               Xander reaches into his pocket. Willow steps back.

                                     WILLOW
                         Is this the part where you kill me?

               Xander shakes his head and pulls out a small wooden box. He 
               opens it and shows Willow the contents.

                                     XANDER
                         This is the part where I propose.
                              (beat)
                         I couldn't have gotten this far 
                         without you, and I want to make sure 
                         you're there for the rest of it. 
                         Marry me.

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


               Willow's eyes widen even more as her jaw drops. She looks at 
               the ring in the box.

                                     WILLOW
                         No.

                                     XANDER
                         No?

                                     WILLOW
                         No!

               Willow looks Xander in the eyes, still in shock.

                                     WILLOW (CONT'D)
                         No way.

                                     XANDER
                         Oh.

               Willow suddenly realizes what words have come out of her 
               mouth. She hadn't heard them before.

                                     WILLOW
                         No, I mean yes. Yes! I'll marry you.

                                     XANDER
                         You will? Seriously?

                                     WILLOW
                         I will seriously marry you, Xander 
                         Harris.

               Willow rushes in and kisses Xander.

                                     WILLOW (CONT'D)
                         You had me at "hey, stop eating that 
                         crayon."

                                     XANDER
                         I was worried there for a sec.

                                     WILLOW
                         That was shocked "no", not response 
                         "no".

               She kisses him again and then holds up her hand.

                                     WILLOW (CONT'D)
                         Okay, ring time!

               Xander takes the ring out of the box and slips it onto her 
               finger. Willow looks at it closely.

                                     WILLOW (CONT'D)
                         It's pretty.

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


                                     XANDER
                         It's an antique.

                                     WILLOW
                         Which I'm sure will have no mystical 
                         repercussions down the road.

               Willow kisses Xander again.

                                     WILLOW (CONT'D)
                         I love it.
                              (beat)
                         Quick question?

                                     XANDER
                         Sure.

                                     WILLOW
                         What's the dagger for?

                                     XANDER
                         I don't take rejection very well.

               INT. BASEMENT - DUSK

               The orange light of the setting sun casts sharp shadows across 
               Buffy's face as she sleeps. Her face has a strange peaceful 
               look on it as she rests.

               We SLOWLY PUSH IN on her face. Once we're close on her eyes, 
               they open. She grabs her Scythe and stands.

               WIDE ON : BUFFY

               She is a silhouette against the bright setting sun.

               INT. WATCHERS COUNCIL BUILDING - GILES' OFFICE - DAY

               Giles is sitting behind his desk as THREE YOUNG WATCHERS 
               stand by, listening to him speak.

                                     GILES
                         So far, we've narrowed the search 
                         for this group down to two possible 
                         locations. While we wait for 
                         confirmation of their location, we 
                         must prepare ourselves for the battle 
                         ahead.

               One of the young Watchers, SAMPSON TREVOR, raises his hand 
               slightly.

                                     SAMPSON
                         I'm sorry, sir. I don't understand. 
                         What can we do until these demons 
                         are located?
                                     (MORE)

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


                                     SAMPSON (CONT'D)
                         We've researched the methods by which 
                         the suspected demons can be killed. 
                         We've readied our teams and assembled 
                         the proper equipment. I would say 
                         that we're ready.

                                     GILES
                         Then you will be the first to die.

               Giles stands up and walks around his desk. The young Watchers 
               follow him with their eyes as he cleans his glasses.

                                     GILES (CONT'D)
                         The first thing that you must realize 
                         before going into battle is that you 
                         are never fully prepared for what 
                         you are about to face. The moment 
                         that you allow yourselves to believe 
                         that you are ready, you begin to let 
                         your guard down.

                                     SAMPSON
                         But my father said that once you've 
                         done the research, you know your 
                         enemy. Once you know your enemy, 
                         you're ready to face them.

                                     GILES
                         Your father?

               Giles turns to Sampson and looks him in the eyes as he tries 
               to place the name. Finally, it comes to him.

                                     GILES (CONT'D)
                         Wallace Trevor?

                                     SAMPSON
                         Yessir.

                                     GILES
                         Of course. A good man.
                              (beat)
                         I was sorry to hear about his death.

               One of the other Watchers attempts to repress a chuckle. 
               Giles walks to him and looks him in the eyes.

                                     GILES (CONT'D)
                         Leave.

                                     YOUNG WATCHER
                         I'm sorry, sir. It won't happen again.

                                     GILES
                         You're right. That was the idea behind 
                         your leaving.

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


               The young Watcher nods and walks out of the room. Giles turns 
               to Sampson, but before he can say anything, Marge runs into 
               the room. Giles' attention turns to her.

                                     MARGE
                         We've located them.

                                     GILES
                         Notify the team.

               EXT. WOODS - NIGHT

               Buffy walks through the woods slowly. She is not in any 
               particular rush.

               She looks ahead, noticing a slight glow coming from the 
               distance. Someone has a fire burning.

               A RUSTLING SOUND catches her attention next. Something is 
               moving to her side. She takes note of this, and continues 
               walking.

               ANOTHER NOISE is heard. This time, the leaves of a tree coming 
               from above her. Buffy looks up.

               ANGLE ON : THE TREETOPS

               A SHADOW moves along the treetops, toward the fire.

               Buffy sees this, and continues to walk.

               ANGLE ON : THE CAMPGROUND

               Several demons gather around the fire. A vampire who once 
               fancied designer clothes and fine restaurateurs is now dirty 
               and hungry. His name is ANGUS LASS and he paces back and 
               forth nervously.

               Sitting by the fire is TAW-MIN. As described earlier, he is 
               a big demon with blue spikes. His mouth looks as though it 
               could easily widen to fit a baby. At the moment, he is using 
               his unusually long tongue to lick the half-skinned body of a 
               small rodent.

               Next to him is FRENG, a mousy demon with big black eyes that 
               are focused on Taw-min's food. Next to Freng is DIGGER, a 
               once-furry demon who is losing his hair due to malnutrition. 
               His eyes are sunken and his ribs are very visible.

               Sitting to one side of the camp, with his back to the rest 
               of the demons is AIS. He is a small, frail demon. Always 
               frail, not newly frail. He looks like an old man, covered by 
               a heavy hood. His white, blind eyes are aimed toward the 
               woods. He pulls his hood, trying to keep warm.

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


               From high above, SAQUIL drops from the treetops. He is a 
               very bigfoot-y looking demon with long, wiry hair covering 
               his body and large arms and legs. He is alarmed.

                                     SAQUIL
                         It's coming!

               The demons around the fire get to their feet. Ais remains 
               seated, ignoring the rest of them.

                                     ANGUS
                         I knew that fire would get us killed.

                                     TAW-MIN
                         Some of us need the warmth.

                                     FRENG
                         What do we do? What happens now?

                                     ANGUS
                         Now we run.

                                     FRENG
                         Where? Where do we go?

                                     ANGUS
                         I couldn't care less where you go.

               Angus takes off toward the woods. Digger runs in the opposite 
               direction, vanishing into the darkness.

                                     SAQUIL
                         Vampire's right. Every demon for 
                         himself.

                                     TAW-MIN
                         We signed into this group together. 
                         We're stronger together.

                                     SAQUIL
                         We're dead if we stay together. Even 
                         the Slayer can't run in more than 
                         one direction at a time.

               From the darkness of the woods, Angus flies through the air. 
               He lands on the fire and BURSTS INTO FLAMES. Within moments, 
               he is REDUCED TO ASH.

               The other demons watch this.

                                     SAQUIL (CONT'D)
                         That was effective.

               The Scythe flies through the air, and the axe end of it takes 
               off Taw-min's head before being buried in one of the nearby 
               trees.

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


               Saquil looks in the direction from which the Scythe came. He 
               then looks back to Freng.

                                     SAQUIL (CONT'D)
                         Good luck.

               Saquil jumps into the trees, leaving Freng, and Ais.

               Freng attempts to run, but is very weak. He drops to the 
               ground within seconds.

               As Freng attempts to pull himself up, Buffy emerges from the 
               woods and stands over him. He looks up, scared.

                                     FRENG
                         P--Please. I only eat the weaker 
                         children. I promise.

               Buffy tilts her head, genuinely curious. 

                                     BUFFY
                         This is how you plead for life?

                                     FRENG
                         I have nothing to offer.

                                     BUFFY
                         But everything to take.

               Buffy squats down and looks Freng in the eyes.

                                     BUFFY (CONT'D)
                         This is why.

               She grabs his head with one hand and twists it until his 
               NECK SNAPS. He drops, dead.

               Buffy stands up and walks to her Scythe. She pulls it from 
               the tree and looks upward. She can feel Sequil.

               She throws the Scythe into the blackness of night. A moment 
               later, we can hear a MOAN and the RUSTLING OF LEAVES as Saquil 
               falls to the ground O.S.

               Buffy turns toward Ais and walks toward him. Ais remains 
               seated with his back facing Buffy.

                                     AIS
                         You kill, but do you wonder?

               Buffy doesn't answer. She stands behind him. 

                                     AIS (CONT'D)
                         Of course you do. You're a curious 
                         girl, seeking answers for the purpose.
                                     (MORE)

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


                                     AIS (CONT'D)
                         You know what you must do, but you 
                         don't understand why evil exists to 
                         begin with.

                                     BUFFY
                         It's a balance. Evil exists because 
                         of good. Good makes people free, 
                         which means that they're able to 
                         think for themselves. Evil spawns 
                         from free will.

                                     AIS
                         Evil, yes. Demons, no.

                                     BUFFY
                         You didn't ask about demons.

                                     AIS
                         No, I didn't. But you do wonder, 
                         don't you?

               Buffy says nothing.

                                     AIS (CONT'D)
                         Demons aren't the question, Slayer. 
                         We are the answer. We are why you 
                         exist. Without us, you have no 
                         purpose.

                                     BUFFY
                         Maybe I'm the answer then.

               Ais smiles.

                                     AIS
                         A paradox.

                                     BUFFY
                         I ask questions. I ask what demons 
                         think. I ask if they feel.

                                     AIS
                         You seek purpose in the chaos.

                                     BUFFY
                         No.

                                     AIS
                         Then you seek to understand your 
                         enemy so that you may kill them.

                                     BUFFY
                         Wrong again.

                                     AIS
                         Then what is it that you seek?

-----------------------------------------------------------------------------------------------------
                                                                        56.


                                     BUFFY
                              (shrugs)
                         Conversation.

                                     AIS
                         Interesting girl.

                                     BUFFY
                         The others run. Why don't you?

                                     AIS
                         Because I see what they don't. I see 
                         the way things must be. I see those 
                         like me in the fire, and that like 
                         you in the flood. There is no stopping 
                         what must be done. I die tonight 
                         because that is the way it has to 
                         be.

               Buffy looks down at Ais, taking in what he says.

                                     BUFFY
                         Finally, someone gets it.

               EXT. WOODS - DAY

               Giles and his team of TACTICAL WATCHERS move through the 
               woods. The tactical guys are dressed in dark clothes, carrying 
               heavy weapons and moving all stealthy. Like the Initiative, 
               but with tea and scones.

               Giles looks up at the sky, and then to his watch. He wants 
               to do this before sunset.

                                     TACTICAL WATCHER (O.S.)
                         Over here!

               Giles looks in the direction of the voice and moves that 
               way. He finally reaches the spot and finds a group of tactical 
               Watchers gathered around a dead body. Giles pushes through 
               them and squats down.

               He looks intrigued by this.

                                     GILES
                         We're too late.

               He stands up. He takes one last look around the area, seeing 
               two more bodies. He then turns and starts to walk away.

               PAN DOWN to the body that Giles was examining. It is the 
               body of Ais.

-----------------------------------------------------------------------------------------------------
                                                                        57.


               ANGLE ON : GILES

               As he walks away. His intrigued expression turns into a slight 
               smile.

                                                             FADE TO BLACK:

                                     END OF EPISODE