TEASER

               FADE IN:

               INT. SUMMERS APARTMENT - DAWN'S BEDROOM - DAY

               DAWN is attempting to pack a suitcase as she dials the 
               telephone. She walks to her closet and looks into it while 
               the phone rings. She starts to grab clothes and toss them 
               onto the bed.

               Finally, someone picks up the other end.

               INTERCUT WITH:

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

               XANDER is walking through the room, sorting through some 
               mail. He holds the phone to his ear with his shoulder.

                                     XANDER
                         Hey, Dawnie.

                                     DAWN
                         How'd it go last night?

                                     XANDER
                         You know how it is. Romantic dinner, 
                         moonlight stroll through the park, 
                         some playful banter between chats 
                         with homicide detectives and then a 
                         battle with the undead before going 
                         home and the scary stuff happens.

                                     DAWN
                         Uh-huh... So, what did she say?

                                     XANDER
                         She said yes. I am officially a 
                         fiance.

                                     DAWN
                              (big smile)
                         This is so cool. It's like my big 
                         brother and sister are getting 
                         married. Minus the disturbing and 
                         illegal parts. Best part is, we can 
                         stop talking about this behind her 
                         back. I hate plotting like that. 
                         Makes me feel evil.

                                     XANDER
                         Really? I kinda like it.

                                     DAWN
                         Have you guys set a date?
                                     (MORE)

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


                                     DAWN (CONT'D)
                         Where are you doing it? Can I be the 
                         best man, or the maid of honor, or 
                         the best man and maid of honor? I'm 
                         really good at multi-tasking. Like 
                         right now, I'm packing and talking 
                         on the phone at the same time.

               She looks at the bed and notices that there's a pile of 
               clothes that she hasn't touched since she put them there. 
               She winces and gets back to packing.

                                     DAWN (CONT'D)
                         Okay, bad example.

                                     XANDER
                         I'm gonna assume you forgot about 
                         the packing, so that was funny.

                                     DAWN
                         So? The date? The place? The job 
                         assignment?

                                     XANDER
                         Date's sometime in the future. Place 
                         is someplace that is not the backyard 
                         because that'd be very TV cliche. 
                         Job assignment is that we're reviewing 
                         the applications and will get back 
                         to you shortly.

                                     DAWN
                         Coulda just said "I don't know."

                                     XANDER
                         Coulda. Didn't.

               There's a pause in the conversation. Dawn finally stops 
               packing and stands up, getting sentimental.

                                     DAWN
                         I'm happy.

                                     XANDER
                         Me too.

                                     DAWN
                         Celebration dinner on me, as soon as 
                         I get there.

                                     XANDER
                         Which would be when again? I don't 
                         do the e-mail thing so Willow has 
                         all of this info.

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


                                     DAWN
                         Leave tonight. Couple hour layover, 
                         and then to Sunnydale. Should be 
                         there before the rooster takes his 
                         bow.

                                     XANDER
                         Cool. I'm looking forward to seeing 
                         you. Place feels kinda empty without 
                         everyone here.

                                     DAWN
                         I miss you guys too.

               Dawn looks at her watch.

                                     DAWN (CONT'D)
                         I gotta go. I wanna try to call Will 
                         before I have to get gone.

                                     XANDER
                         'Kay. See you soon.

                                     DAWN
                         Bye. Love you.

                                     XANDER
                         Same here, kid.

                                     DAWN
                         I'm not a kid.

               Xander smiles.

                                     XANDER
                         No you're not. Bye.

                                     DAWN
                         Bye.

               They both hang up. We stay on Dawn as she dials the phone 
               again. She puts it to her ear.

               INTERCUT WITH:

               EXT. SUNNYDALE HIGH - DAY

               WILLOW walks out of the school and starts to cross the yard 
               when her phone rings. She looks at the caller ID and smiles. 
               She pushes a button and puts the phone to her ear.

                                     WILLOW
                         Hey, Dawnie.

               Dawn begins to jump up and down as she screams into the phone 
               in one of those girlie joy shrieks.

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


               Willow moves the phone away from her ear, trying to regain 
               her ability to hear.

               INT. WATCHER'S COUNCIL BUILDING - GILES' OFFICE - NIGHT

               GILES walks into his office and shuts the door behind him. 
               He walks to his desk where he sits and looks down at his 
               desk calendar. He takes a red marker and puts a little dot 
               in the corner of previous day's date, January 2.

               He flips over the calendar. On the back of the calendar is a 
               number of notes, printouts and images of dead demons. There 
               is also a small map of the world, on which Giles marks a 
               spot in England. He puts the marker down and removes several 
               photographs from his coat pocket. They are pictures taken in 
               the woods where Buffy killed the group of demons in the 
               previous episode. Giles tapes one of the images to the back 
               of the calendar and puts the others in a file folder.

               He flips the calendar over again. His mind drifts toward 
               Buffy, filling him with curiosity and concern.

               He rubs his tired eyes with his hand and sits back in his 
               chair.

                                     GILES
                              (whispered)
                         Where are you?

               EXT. RESIDENTIAL STREET - NIGHT

               A VAMPIRE slams onto the street and TURNS TO DUST.

               BUFFY stands beneath a streetlight, looking at THREE MORE 
               VAMPIRES who start to back off in fear.

               Buffy raises her Scythe and looks at the vampires. Everyone 
               involved knows what is about to happen but before she moves, 
               a strange feeling comes over her. She pauses for a moment. 
               She turns her head slightly to the side as though feeling 
               something behind her, but doesn't look back.

               The vampires look at each other, taking note of her 
               distraction. They decide to run.

               As the vampires turn around, the Scythe swiftly moves across 
               each of their necks. Their heads roll back as they TURN TO 
               DUST. Buffy now stands in front of where the vampires stood. 
               She still seems distracted, but that doesn't slow her down.

               Finally, she shrugs off this odd feeling and starts to walk 
               away.

               ANGLE ON : THE GROUND NEAR THE STREETLIGHT

               As Buffy's shadow moves away, the feet of a male step into 
               the light. He wears black boots and black pants.

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


               We PAN UP, seeing a long black coat, and finally his face. 
               He is ANGEL.

                                                             FADE TO BLACK:

                                      END OF TEASER
 
-----------------------------------------------------------------------------------------------------
                                                                         6.


                                         ACT ONE

               FADE IN:

               INT. HANK'S CAR - DAY

               HANK sits behind the wheel, driving down the highway as Dawn 
               sits in the passenger seat.

                                     HANK
                         You have your ticket?

                                     DAWN
                         E-ticket secure.

                                     HANK
                         And you packed everything you need?

                                     DAWN
                         Yup.

                                     HANK
                         But not too much, right?

                                     DAWN
                         Nope. My walls remain covered and 
                         not a moving box to be seen. I am 
                         coming back, Dad.

                                     HANK
                         I know. I just worry.

                                     DAWN
                         You don't have to.

                                     HANK
                         It's what I do best these days. Not 
                         really sure when that happened.
                              (beat)
                         You know, if you need something I 
                         can ship it.

                                     DAWN
                         Thanks. I think I'm covered.

                                     HANK
                         And you have money?

                                     DAWN
                         A giant wad of hundred-dollar bills 
                         sticking ever so slightly out of my 
                         purse, so as to attract muggers and 
                         various charitable orginazations 
                         which will squander the money on 
                         tropical vacations and political 
                         slam-campaigns.

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


                                     HANK
                         Just checking.

                                     DAWN
                         I know. It's kinda sweet. A little 
                         annoying, but sweet.

                                     HANK
                         I'm done, I promise.

                                     DAWN
                         Thank you.

                                     HANK
                         I hear it's nice in LA. Warm and 
                         sunny.

                                     DAWN
                         As per usual.

                                     HANK
                         Yup. And of course everyone has a 
                         cell phone there.
                              (beat)
                         Did you bring your cell phone?

                                     DAWN
                         Yup.

                                     HANK
                         Good. Call me when you land. And be 
                         careful. People on cell phones usually 
                         aren't paying attention to what 
                         they're doing. They can be dangerous.

                                     DAWN
                         I'll be sitting in an airport, not 
                         speeding down the PCH.

                                     HANK
                         Right. I know. Sorry. I promise I'm 
                         done this time. No more hassling 
                         you.

               Dawn just nods this time.

                                     HANK (CONT'D)
                         You were joking about the hundred-
                         dollar bills though, right?

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

               Xander is sitting on the couch with a number of folders 
               sitting on the table in front of him. He's skimming through 
               one of the folders, making notes in it. He's also writing 
               notes in a notebook.

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


               Willow walks into the room.

                                     WILLOW
                         Working?

                                     XANDER
                         It's what we Watchers do best.

                                     WILLOW
                         Do you really count as an official 
                         Watcher?

                                     XANDER
                         God, I hope not. 

               Willow sits next to him and looks at the folder in his hand.

                                     WILLOW
                         I remember that guy. All those droopy 
                         ears and the mullet. Wonder what 
                         ever happened to him.

               Xander closes the folder and puts it down.

                                     XANDER
                         As long as he's not anywhere near 
                         me, I don't care. Just adds to the 
                         paperwork.

               Xander leans back and rubs his eyes.

                                     WILLOW
                         Tired?

                                     XANDER
                         Too much work. My demon eye is 
                         throbbing.

                                     WILLOW
                         Would dinner and a movie help at 
                         all?

                                     XANDER
                         Sorry, but I can't. I want to get as 
                         much done as I can before Dawn gets 
                         here.

                                     WILLOW
                         Fine, but you're missing one heck of 
                         a scifi adventure. 

                                     XANDER
                         I'll catch it another time. I haven't 
                         even started the Gachnar file.

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


                                     WILLOW
                         Well, it should be a short report. 
                              (indicating with her 
                              fingers)
                         The guy was only like this big.

                                     XANDER
                         Turn your phone to silent. I'll text 
                         message you if I ever get done.

                                     WILLOW
                         Done. Bye.

               Xander waves as Willow walks out of the room, and out of the 
               house. Once she's gone, he turns back to his files. He opens 
               a new folder and skims it's contents. He makes a couple of 
               notes in the folder.

               EXT. ALLEY - NIGHT

               Buffy walks through the alley as drops of water fall around 
               her. Remnants of rain that has been over for minutes, but 
               which has left no evidence of it's existance on Buffy herself.

               Finally, she stops walking. That feeling coming over her 
               again. She turns her head slightly, as though listening to 
               something behind her.

               From the shadows ahead of her, PRAX appears. He is a very 
               threatening looking demon with rippling muscles and a face 
               which looks like it's been pulled tighter than Joan Rivers'. 
               He wears jeans and a t-shirt, but no shoes. He looks Buffy 
               up and down. She ignores him.

               Prax smiles, pulling his face tighter and causing his skin 
               to tear and bleed on his forehead. When he speaks, it's with 
               an Irish accent

                                     PRAX
                         Slayer. I've heard about you.

               He steps closer to her, looking her up and down.

                                     PRAX (CONT'D)
                         Obviously those reports have been 
                         exagerated. I guess some demons like 
                         to make you sound bigger than you 
                         really are. Makes them look less 
                         pathetic.

               Buffy still isn't looking at him. Her eyes drift toward the 
               ground as she ponders her next move, which is a thought 
               completely unrelated to Prax.

               Prax reaches toward her and strokes her hair.

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


                                     PRAX (CONT'D)
                         But you're just a small thing, aren't 
                         you? Frail to the eye. Soft to the 
                         touch. Not the most "here" person 
                         I've ever met either.

               Prax waits for an answer. None comes. He grows impatient.

                                     PRAX (CONT'D)
                         Look, I was ready to do the whole 
                         "witty banter" routine, but if you're 
                         not into it, that's fine. We can get 
                         this over with.

               He shows his teeth again, which look normal enough until 
               they TURN INTO FANGS. All of them. Razor sharp fangs, which 
               are longer than vampire fangs. His EYES TURN RED and blood 
               drips from them.

               His muscles tighten all over his body and his veins look as 
               though they might break through his tightened skin. The skin 
               on his left arm rips and blood drips down his elbow. Blood 
               also soaks through his shirt, suggesting that more rips have 
               occurred. This guy is not something that you would want to 
               meet in a dark alley.

               He raises his fist and swings at Buffy. He hits her with all 
               of his strength which would normally send someone flying, 
               vampire slayer or not. However, Buffy isn't exactly normal 
               anymore. The hit doesn't phase her at all. She's still not 
               paying attention to Prax.

               Prax is annoyed now. He raises his hand and CLAWS GROW from 
               his fingers, sharp as the teeth in his mouth. He swipes at 
               Buffy, slashing her face open, but the WOUNDS HEAL as quickly 
               as they form.

                                     BUFFY
                         I feel you. I know you're here.

                                     PRAX
                         That's what I was going for.

               Buffy finally looks at Prax. He's not who she was talking to 
               and he just just a nuisance now. She punches him in the face 
               O.S., which makes a nice SQUISHING sound. We then hear him 
               drop as she turns her attention back to the shadows behind 
               her.

                                     BUFFY
                         I was talking to you.

               Her face betrays no emotion as she continues to speak into 
               the shadows.

                                     BUFFY (CONT'D)
                         Show yourself.

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


               ANGLE ON : THE SHADOWS

               As Angel emerges from them, looking Buffy squarely in the 
               eyes.

                                     BUFFY (CONT'D)
                         You've been following me for a while 
                         now.

                                     ANGEL
                         I have.

                                     BUFFY
                         Why?

                                     ANGEL
                         You know why.

               Angel looks down at the Scythe.

                                     ANGEL (CONT'D)
                         Is this the part where you kill me?

                                     BUFFY
                         No.

                                     ANGEL
                         Good. That would have been a bad 
                         thing.

                                     BUFFY
                         It's... Good to see you.

                                     ANGEL
                         You're a hard person to track down. 
                         I've looked in all of the phone books. 
                         Even Googled you a couple of times, 
                         but most of the results were for 
                         porn sites.
                              (beat)
                         Which I didn't click on. 

                                     BUFFY
                         You should have stayed away.

                                     ANGEL
                         You know that wasn't an option. People 
                         are worried about you.

                                     BUFFY
                         They shouldn't be.

                                     ANGEL
                         They don't have a choice. You can't 
                         just vanish off the face of the earth 
                         and expect the people who love you 
                         to move on.

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


                                     BUFFY
                         I don't have time for phone calls.

                                     ANGEL
                         Make time.

                                     BUFFY
                         It's not mine to make.

                                     ANGEL
                         Buffy, listen to me--

                                     BUFFY
                         Buffy doesn't live here anymore.

               Angel's confused now.

                                     ANGEL
                         Whah? Wait... Is this some kind of 
                         possession thing?

                                     BUFFY
                         No.
                              (beat)
                         I was being metaphorical.

                                     ANGEL
                         Oh. Okay.

                                     BUFFY
                         I don't have time for phone calls 
                         and birthday parties. This isn't 
                         some desk job where I can put in for 
                         time off and stock options.

                                     ANGEL
                         So you turn your back on them?

                                     BUFFY
                         I turn by back for them. Do you have 
                         any idea what I have to deal with? I 
                         am the last Slayer. Possibly ever.

                                     ANGEL
                         I got the memo.

                                     BUFFY
                         Well, did you read the small print 
                         that mentions the plagues of demons 
                         covering this planet just waiting 
                         for me to die so they can take over? 
                         This is war, Angel, and I'm the army.

                                     ANGEL
                         You can't go into this war alone.

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


                                     BUFFY
                         Who's gonna back me up? You?

                                     ANGEL
                         For one.

                                     BUFFY
                         You couldn't keep up.  You'd just be 
                         holding me back and I don't have 
                         time to baby you right now. I don't 
                         have time to read documents and pull 
                         all-nighters trying to figure out 
                         how to kill one demon.

                                     ANGEL
                         Nobody's asking you to. All I'm asking 
                         for is a phone call every month or 
                         so to let us know that you're not in 
                         a ditch somewhere. It has been known 
                         to happen.
                              (beat)
                         Do you have any idea what your family 
                         is going through? Your friends? 

                                     BUFFY
                         How many times have they been 
                         kidnapped and held hostage? How many 
                         times have demons used them to get 
                         to me? How many times have they been 
                         possessed, or put under some kind of 
                         spell? I don't have the option of 
                         family anymore. They'll know I'm not 
                         dead by the fact that the world is 
                         still spinning.

                                     WOMAN (V.O.)
                         Around and around.

               INT. AIRPORT TERMINAL - DAY

               A woman, ALICE CARTER and her husband TOM CARTER are standing 
               next to a wall near the terminal. Both are in their 30's, 
               and very normal looking middle-class people. Alice is crying, 
               and hers is the voice that we heard.

                                     ALICE
                         It's like some carnival ride, and I 
                         just want to get off. I can't take 
                         it anymore.

                                     TOM
                         We're getting help. This will be 
                         over soon.

               Alice smirks.

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


                                     ALICE
                         That's what they say, isn't it? That's 
                         what they always say.  All of the 
                         best doctors and all of the best 
                         equipment and we still have no idea 
                         what is wrong with them.

               They look over to the sitting area.

                                     ALICE (CONT'D)
                         I can't stand to see her like this 
                         anymore.

               Tom takes Alice in his arms and holds her close to his chest.

                                     TOM
                         I know.
                              (beat)
                         I know.

               ANGLE ON : SITTING AREA

               Near the wall where Alice and Tom are standing is this sitting 
               area. In this sitting area sits ARIEL. She is a five-year-
               old girl, wearing a nice dress and with nicely brushed hair. 
               She is holding onto a stuffed animal tightly as she rocks 
               back and forth in her seat.

               Next to her is GRAMMA. She is a thin, very old looking woman 
               with sunken eyes and a black dress. She is pretty much the 
               female version of the evil guy from Poltergeist II.

               Gramma speaks very softly, with a strong southern accent, 
               looking straight ahead.

                                     GRAMMA
                         They're talking about you, child. 
                         They're always talking about you. Do 
                         you know what they're sayin'?

               Gramma looks to Ariel.

                                     GRAMMA (CONT'D)
                         They're sayin' that you're one sick 
                         little girl, and they're right. All 
                         the doctors in the world can't fix 
                         what's wrong with you. They'll try 
                         though. Oh, they'll try. They'll 
                         strap you up to all kinds of machines 
                         and count how many times you blink 
                         in one hour to see if it fits their 
                         statistics and data. Blink once too 
                         many and they'll buzz you clear into 
                         next week.
                              (beat)
                         But don't you fret, little girl.
                                     (MORE)

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


                                     GRAMMA (CONT'D)
                         Gramma's here with you and there 
                         ain't a power alive or dead that's 
                         gonna make me leave your side. You 
                         just remember that.

               PAN UP to see the terminal door as PASSENGERS start to exit 
               the plane. Among these passengers is Dawn. She exits carrying 
               one bag in her hand, and another on her back.

               She looks around the airport for a sign telling her which 
               way she should be heading.

               Finally, she sees the proper direction and starts to walk to 
               the right. As she walks, she pulls out her cell phone. She 
               turns it on and dials a number. She puts the phone to her 
               ear.

               INTERCUT WITH:

               EXT. SUNNYDALE MAIN STREET - DAY

               Willow is window shopping when her phone rings. She answers 
               it.

                                     WILLOW
                         Hello?

                                     DAWN
                         Hey, it's me.

                                     WILLOW
                         Hey. Where are you?

                                     DAWN
                         LA. I'm here for a few hours.

                                     WILLOW
                         That has to be boring.

                                     DAWN
                         I have reading to do anyway. I just 
                         wanted to call so I'd look all cool 
                         and occupied as I walk through the 
                         airport. I usually feel awkward and 
                         goofy.

                                     WILLOW
                         Okay. I'm not sure what to say to 
                         that.

                                     DAWN
                         I'm just going for a cooler spy-guy 
                         persona this time. Right now, anyone 
                         watching me is wondering who I'm 
                         talking to and why I'm walking with 
                         such urgency.

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


                                     WILLOW
                         You're walking with urgency?

                                     DAWN
                         Yeah. Y'know, that whole "on my way 
                         to someplace important" walk that 
                         they do in movies. I could totally 
                         be in slo-mo right now.

                                     WILLOW
                         This is a very strange discussion 
                         we're having.

                                     DAWN
                         Yeah, but it makes sense in my head.

                                     WILLOW
                         I guess that's all that matters.
                              (beat)
                         Remind me to introduce you to my 
                         mother. I think she'd like you.

                                     DAWN
                         Anyway, I guess that's all I have to 
                         say. Just checking in.

                                     WILLOW
                         Call me when you're about to take 
                         off again.

                                     DAWN
                         Will do, boss.
                              (then)
                         That's my important business woman 
                         mystique.

                                     WILLOW
                         I thought you were spy-guy.

                                     DAWN
                         I was. Now I'm business woman-guy.

                                     WILLOW
                         Okay. I'll... talk to you later.

                                     DAWN
                         Bye.

               Dawn hangs up her phone, but continues to fiddle with it, 
               looking very occupied as she makes her way through the 
               airport.

               As she walks with her eyes on the phone, she doesn't see a 
               MAN in her path. She bumps into him and quickly loses all of 
               her mystique.

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


                                     DAWN (CONT'D)
                         Oh, God. I'm sorry. I didn't see 
                         you.

                                     MAN
                              (turning)
                         That't fine. I was--

               As he turns, we see his face. Dawn is shocked to see RYAN 
               CRANE standing in front of her, equally shocked to see her. 

                                     DAWN
                         Ryan.

                                                             FADE TO BLACK:

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


                                         ACT TWO

               FADE IN:

               INT. AIRPORT TERMINAL - DAY

               Dawn and Ryan are standing where they were when we left them, 
               still taking in the shock of seeing each other.

               Dawn smiles.

                                     DAWN
                         Ryan.
                              (beat)
                         Which I've now said twice.

               Ryan is not smiling at all. Seeing Dawn is confusing to him, 
               and causes a rush of emotions, but none of them spark a smile.

               He backs away from her, shaking his head. Telling her to 
               stay away. He then turns and walks away, leaving Dawn alone 
               and confused.

                                     DAWN (CONT'D)
                         Good to see you too.

               Dawn looks around the airport, having lost track of where 
               she was going. After a moment, she gathers her senses and 
               starts to walk again.

               INT. GILES' FLAT - NIGHT

               Giles walks into his home and removes his jacket. As he turns 
               on the light and walks into his living room, he stops to 
               look around.

               The room is perfectly kept. Not a pillow out of place, and 
               not a sign of dust to be seen. It's well decorated. Filled 
               with many heirlooms, and certificates, and other various 
               knickknacks that he has gathered over his lifetime. Things 
               which would make any man proud of his life.

               As he looks over this room, however, all that he can see is 
               that it's empty. All of his life's work and his many 
               accomplishments have led him to an empty home to come back 
               to at night, and no friends to be seen on the same continent.

               There's a KNOCK at his door. He turns with a slight glimmer 
               of hope in his eyes, which quickly turns to puzzlement. While 
               he may be happy to actually have someone to talk to, he also 
               knows that there would be no good reason for someone to be 
               dropping by unexpectedly.

               He walks to the door and opens it. When he does, he finds 
               MARGE standing on the other side, holding an envelope.

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


                                     GILES
                         Marge? What are you doing here?

                                     MARGE
                         Two things. First...

               She reaches into her pocket and pulls out a cell phone. She 
               hands it to Giles.

                                     MARGE (CONT'D)
                         You forgot your phone. "Forgot" may 
                         be the wrong word, actually. Seeing 
                         as how it's never left your desk 
                         drawer.

                                     GILES
                         I've never really warmed up to them. 
                         Always being... reachable.

                                     MARGE
                         Yes. Reachable. That's exactly what 
                         they're for. So that when a notice 
                         comes into the office five minutes 
                         after you leave, you can be reached 
                         and told about it.

                                     GILES
                         Are you all right? Come in.

               Giles moves aside and Marge walks in.

                                     GILES (CONT'D)
                         What's happening?

                                     MARGE
                         Here. Read for yourself.

               She hands Giles the envelope. He opens it and pulls out a 
               piece of paper.

                                     MARGE (CONT'D)
                         Oh, and we're supposed to believe 
                         that this came after you left, just 
                         by coincidence. You left three hours 
                         after normal business ended!

               Giles skims the paper.

                                     GILES
                              (still reading)
                         Our office is being taken off of the 
                         search for unified demon groups?
                              (reads on for a moment)
                         It's being reassigned to tactical?

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


                                     MARGE
                         Unbelievable, isn't it? The one job 
                         of any substance that we've been 
                         given and it's taken away from us. 
                         They wouldn't even have this 
                         information if it weren't for you.

                                     GILES
                         I don't understand. How can they 
                         believe that tactical would be the 
                         better place for this? They have the 
                         researching skills of a...a... Xander.

                                     MARGE
                         I'm sorry?

                                     GILES
                         You wouldn't get that. I just couldn't 
                         think of anything better to say.

                                     MARGE
                         So it looks like we're back to 
                         babysitting the interns and reading 
                         newspaper clippings, hoping for some 
                         sign of the missing Slayer.

               Marge stops herself now, remembering that Giles isn't just 
               any other Watcher, and the Slayer isn't just any other Slayer 
               to him.

                                     MARGE (CONT'D)
                         I'm sorry. I didn't mean to--

                                     GILES
                         It's okay. I agree. We shouldn't be 
                         sitting around, waiting for her to 
                         show up.

                                     MARGE
                         So what do we do?

                                     GILES
                         I don't know.

               They stand in silence for a moment, trying to figure out 
               what comes next.

                                     MARGE
                         Drink?

               INT. WATCHER'S COUNCIL BUILDING - HEWITT'S OFFICE - NIGHT

               Mr. Hewitt walks into his office, locking the doors behind 
               him with the touch of a button next to them. He walks to his 
               desk and sets a folder down on it as he grabs a remote control 
               and pushes a button which brings the TV screens around the 
               room to life. They display images of dead demons.

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


               Some images are of the recent slaying in the woods. Mr. Hewitt 
               studies these images for a few moments, thinking deeply on 
               them.

               He picks up his phone and hits a speed-dial number.

               INTERCUT WITH:

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

               Xander is still sitting on the couch. He's now writing in a 
               notebook when the PHONE RINGS. He answers it.

                                     XANDER
                         Hello?

                                     MR. HEWITT
                         Mr. Harris? This is Daniel Hewitt.

                                     XANDER
                         Mr. Hewitt, hi. I wasn't planning on 
                         calling you until Monday.

                                     MR. HEWITT
                         Yes, I know. I was hoping that you 
                         might have something to show me today.

                                     XANDER
                         Today? I'm sorry, but I don't. I'm 
                         still working on those... Papers 
                         that you wanted me to write. I haven't 
                         even typed them up yet.

                                     MR. HEWITT
                         I understand that. However, I was 
                         hoping that you might have a sample 
                         that I could look at. Just to make 
                         sure that we're seeing this project 
                         in the same light.

               Mr. Hewitt opens the folder on his desk.

                                     MR. HEWITT (CONT'D)
                         I've seen a few of Mr. Giles' journal 
                         entries that were interesting. We 
                         can pick one of those subjects. How 
                         about this... Glorificus? I've read 
                         the notes that we have on her, but 
                         I'm eager to see what you have to 
                         say about such an interesting subject.

                                     XANDER
                         Glory? I--um... I haven't even started 
                         on that file yet. I was working in a 
                         chronological order. I don't suppose 
                         I could interest you in a blurb about 
                         Adam?

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


                                     MR. HEWITT
                         No.
                              (beat)
                         How about if I give you until Monday 
                         to write up that report on Glorificus? 
                         That should be plenty of time to 
                         write down all of the information 
                         that you have.

               Xander is obviously thrown off by this, but doesn't want to 
               get in trouble with the boss.

                                     XANDER
                         Yes, sir. I will try to have that 
                         report for you by Monday.

                                     MR. HEWITT
                         Good. I look forward to reading it. 
                         Until then...

                                     XANDER
                         Wait. I just... I wanted to ask if 
                         you've heard anything about Buffy. 
                         Have there been any more sightings?

               Mr. Hewitt looks up at the screens.

                                     MR. HEWITT
                         We've heard some rumblings. Nothing 
                         specific.

                                     XANDER
                         Any word on a location?

                                     MR. HEWITT
                         Like I said, we only have rumors 
                         really. They lean toward England at 
                         the moment. 

                                     XANDER
                         England. Got it. Thank you.

                                     MR. HEWITT
                         Whatever I can do to help you and 
                         your friends.

                                     XANDER
                         Thank you, sir.

                                     MR. HEWITT
                         Good--
                              (looks at watch)
                         --day, Mr. Harris.

               Mr. Hewitt hangs up.

               We stay with Xander as he hangs up the phone.

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


                                     XANDER
                         Glory. Why'd he have to pick Glory?
                              (beat)
                         Stupid Glory and her stupid scabby 
                         minions.

               Xander gets up and walks out of the room, toward the kitchen.

               INT. WILLOW AND XANDER'S HOUSE - BASEMENT - DAY

               Xander walks down the stairs of the basement. There is a 
               work bench set up at the bottom of the stairs. The rest of 
               the basement is a blur of boxes and tarp-covered furniture.

               Xander walks to the work bench, which also has a peg-board 
               hanging behind it. He removes the board from the wall, 
               revealing a map of the world that has several flat-topped 
               thumbtacks sticking into it. He sticks another tack into the 
               map, over England. He then replaces the peg-board and starts 
               back up the stairs.

                                     XANDER
                         Stupid Glory and her curlier-than-
                         thou hair.

               He turns off the light as he leaves the basement.

               INT. AIRPORT TERMINAL - DAY

               Dawn is in the sitting area of a terminal now, reading a 
               book entitled "Medieval Demonology And The Modern Slant"

               The seats behind her are empty, as is most of this terminal 
               for some reason.

                                     RYAN (O.S.)
                         "Ryan, I don't have a lot of time to 
                         say the things that I want to tell 
                         you, so I will have to do the best I 
                         can and settle for sounding crazy..."

               Dawn looks back and sees Ryan sitting behind her. His back 
               is to her as he speaks, and he doesn't turn around.

                                     RYAN (CONT'D)
                         "Demons are real. Vampires, 
                         werewolves... Everything that you 
                         ever feared but knew couldn't possibly 
                         exist. That's why we came to Bear 
                         River and why we have to go back to 
                         Sunnydale. I wish that I could explain 
                         all of this and have it make sense, 
                         but I can't.  All I can tell you is 
                         that there are people in this world 
                         that are willing to give their lives 
                         fighting these demons and I'm one of
                                     (MORE)

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


                                     RYAN (CONT'D)
                         them.  I don't know if I'll ever 
                         come back or if I'll ever see you 
                         again, but I wanted you to know this. 
                         I'm tired of lying to everyone I 
                         care about. Look around you. See it. 
                         Be careful."

                                     DAWN
                         You read the letter.

                                     RYAN
                         Yeah. I looked at it once or twice. 
                         Sounded pretty crazy though, so I 
                         shrugged it off and moved on. That 
                         is, until I remembered that Sunnydale 
                         was supposed to be a giant hole in 
                         the ground. Then that virus was all 
                         over the news. Girls dying everywhere, 
                         and the reporter was live from the 
                         giant hole in the ground.

                                     DAWN
                         There's so much that I can explain. 
                         Why that happened. How it happened.

                                     RYAN
                         How 'bout explaining why you never 
                         bothered to come back.

                                     DAWN
                         I was going to.
                              (beat)
                         You told me not to. I thought it 
                         might be easier--

               Ryan chuckles at this.

                                     RYAN
                         Seriously? This is your story?

                                     DAWN
                         It's true.

               Ryan finally turns to look at her.

                                     RYAN
                         I broke up with you, Dawn. I didn't 
                         know I was sending you off you some 
                         demonic war. You tell me all of this 
                         and then you just never come home. 
                         How am I supposed to not think that 
                         you were one of those girls?
                              (beat)
                         Did you know that Jenna died? 

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


                                     DAWN
                         I was there. I saw it.
                              (tears up)
                         I watched all of those girls die.

                                     RYAN
                         Her parents went crazy. At first 
                         they couldn't even find her and then 
                         they get this phone call telling 
                         them that she's in California.
                              (beat)
                         Her little brother was crying because 
                         he blamed himself for her death. If 
                         it weren't for him, she wouldn't 
                         have run away.
                              (beat)
                         You saw the girls die, but you didn't 
                         have to watch what happened next. 
                         You didn't have to stare at a ceiling 
                         every night, wondering if someone 
                         you cared about was still alive.

                                     DAWN
                              (barely a whisper)
                         Yes I did.

                                     RYAN
                         What?

                                     DAWN
                         I did have to worry. I still have to 
                         worry. Look, I know that I dropped a 
                         pretty big bomb on you before I left 
                         and I'm sorry about that, but don't 
                         you dare try to make me the bad guy. 
                         Don't you dare try to assume that 
                         you knew what was going on.

               Ryan backs off a little, seeing that Dawn is truely upset by 
               something that happened that night.

                                     DAWN (CONT'D)
                         Those girls that you saw on the news 
                         all had names and faces, and I knew 
                         a lot of them. They were Slayers. 
                         Born to fight those demons that I 
                         told you about. Only one of those 
                         Slayers lived through that night and 
                         I do lie awake every single night, 
                         worrying about her.

                                     RYAN
                         Buffy.

               Dawn just nods and the struggles to hold back tears.

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


                                     RYAN (CONT'D)
                         I didn't know.

                                     DAWN
                         It's fine. Whatever. Let's just forget 
                         that we even saw each other, okay? 
                         Go home and forget everything that I 
                         ever told you. You're better off not 
                         knowing.

               They turn away from each other and sit in silence.

               After several moments of reflection, Ryan turns back to Dawn.

                                     RYAN
                         It's not okay. I don't want to forget.

               Dawn looks at Ryan.

                                     RYAN (CONT'D)
                         Tell me what happened.

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

               Xander is at the counter, making a sandwich. He's tired and 
               not in a happy mood.

               Willow walks through the back door, smiling and bubblie.

                                     WILLOW
                         Hey there, fiance. Whatcha doin'?

               She sees that he's making a sandwich.

                                     WILLOW (CONT'D)
                         If I knew you were okay for dinner, 
                         I'd have made something.

                                     XANDER
                         Just a quick break and then back to 
                         work.

                                     WILLOW
                         Work? More?

                                     XANDER
                         Have to.

                                     WILLOW
                         Blow it off. C'mon. We're engaged. 
                         We should be celebrating. Let's go 
                         someplace romantic, huh? We could go 
                         bowling.

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


                                     XANDER
                         You have no idea how much I wish I 
                         could. I just can't. Mr. Hewitt wants 
                         me to have a full write-up on Glory 
                         by Monday.

                                     WILLOW
                         Glory? Why her? She's so...
                              (beat)
                         And she tried way to hard to be scary.

                                     XANDER
                         Random pick, I guess. I didn't ask 
                         too many questions.

                                     WILLOW
                         Probably smart, considering that the 
                         Council might get annoyed and have 
                         us both chopped into little bits. 
                         This Hewitt guy kinda freaks me out.

                                     XANDER
                         At least you're not working for him. 
                         The guy's like Quentin Travers on 
                         meth or something.

                                     WILLOW
                         Are you sure you need this job? 

                                     XANDER
                         As sure as I am that we need this 
                         mortgage.

                                     WILLOW
                         I'm working now.

               Xander puts his arm around her.

                                     XANDER
                         You gonna be my sugar-momma?

                                     WILLOW
                         Why not? You could be a stay at home 
                         dad when we're married.

                                     XANDER
                         Wow. Kids. Neat.

                                     WILLOW
                         Am I rushing? I'm rushing.

                                     XANDER
                         No. No, not rushing. I just never 
                         had those thoughts out loud before.

                                     WILLOW
                         And are they happy thoughts?

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


                                     XANDER
                         They are. Just so long as we don't 
                         have to give our firstborn to the 
                         Council.
                              (beat)
                         I knew I should have read that 
                         contract before I signed it.

               Willow smiles as Xander takes a deep breath. He picks up his 
               sandwich.

                                     XANDER (CONT'D)
                         Back to the coal mines.

                                     WILLOW
                         Good luck. If I can help at all, let 
                         me know.

                                     XANDER
                         Maybe. You could explain that whole 
                         brain-sucking thing.

               He kisses her on the head and walks out of the room. She 
               watches him go, wishing that he didn't have so much work to 
               do just now.

               She then looks to the counter where the bread bag is still 
               open, the used butter-knife is resting, the cheese wrappers 
               are tossed and the lunch meat remains. She grows annoyed.

                                     WILLOW
                         Damnit.

               She starts to clean up.

                                     WILLOW (CONT'D)
                         Do I look like your mother? No. 

               INT. WATCHER'S COUNCIL BUILDING - HALLWAY - NIGHT

               Mr. Hewitt is walking down the hall, carrying several papers. 
               His CELL PHONE RINGS. He pulls it out of his pocket and looks 
               at the number on the caller-ID. It reads : GILES, RUPERT.

               Mr. Hewitt puts the phone back into his pocket as he reaches 
               the office. He has no intention of dealing with Giles tonight. 
               As he reaches his office door, he taps a button on the side 
               of the door, and the door slides open. He walks inside.

               INT. WATCHER'S COUNCIL BUILDING - HEWITT'S OFFICE - 
               CONTINUOUS

               The door closes behind Mr. Hewitt as he enters the dark room. 
               He looks around and sees several of the TV screens flickering, 
               giving the room an almost strobe light-like effect.

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


                                     MR. HEWITT
                         Hello?

               A voice fills the room. Female. Strong English accent. 

                                     FEMALE VOICE
                         Twenty chickens, all in a patch. A 
                         wolf swoops in and picks one to 
                         snatch.

                                     MR. HEWITT
                         Who is that? Who's there?

               A FIGURE walks across the room, stopping just in front of 
               Mr. Hewitt. As the light flashes on her face, we can see who 
               she is. It is DRUSILLA.

                                     DRUSILLA
                         That's what she does, you know? Plucks 
                         us off, one by one. Like feathers 
                         from a chicken.

                                     MR. HEWITT
                         Drusilla.

               Mr. Hewitt looks back to the door, but it is closed. He is 
               alone with her.

                                     DRUSILLA
                         Door's locked. Building's empty, but 
                         for the few below. We're all alone.

                                     MR. HEWITT
                         Why are you here?

                                     DRUSILLA
                         Because of her.

                                     MR. HEWITT
                         The Slayer?

                                     DRUSILLA
                         She moves across the world, killing 
                         us as she goes. We huddle and hide 
                         in caves to avoid her, but our time 
                         is coming.

                                     MR. HEWITT
                         I don't know what you want me to do.

                                     DRUSILLA
                         I want you to stop it.

                                     MR. HEWITT
                         How? I can't keep track of her any 
                         more than you can.

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


                                     DRUSILLA
                         But you know her secrets.
                              (finger over lips)
                         Shh.

               Drusilla licks her finger as her hand moves away from her 
               face and she walks around to Mr. Hewitt's back. He doesn't 
               turn. He doesn't want to provoke her.

                                     DRUSILLA (CONT'D)
                         Daddy's with her now. Do you know 
                         what that means?

               Hewitt doesn't answer.

                                     DRUSILLA (CONT'D)
                         It means that she's going to be very 
                         angry come sunrise.

                                     MR. HEWITT
                         Do you know where she is?

                                     DRUSILLA
                         It doesn't matter where she is. All 
                         that matters is where she'll be.

               Mr. Hewitt turns to face Drusilla.

                                     MR. HEWITT
                         Where?

                                     DRUSILLA
                         Right where we want her.

               Hewitt swallows hard. He shakes his head and then looks 
               Drusilla squarely in the eyes.

                                     MR. HEWITT
                         We're not ready.

               Drusilla smiles.

                                                             FADE TO BLACK:

                                      END OF ACT TWO
 
-----------------------------------------------------------------------------------------------------
                                                                        31.


                                        ACT THREE

               FADE IN:

               INT. AIRPORT - MAGAZINE SHOP - NIGHT

               Alice is standing near a magazine rack. She's not reading 
               anything. She's just standing there.

               Ariel is off to one side, with Gramma. Ariel doesn't say 
               anything. She doesn't look at anyone. She keeps her eyes on 
               the ground.

               Gramma, however, is more talkative. She looks around the 
               airport.

                                     GRAMMA
                         So many people just goin' about their 
                         lives. Rushin' off on business trips, 
                         and vacations. How many of them do 
                         you think are being shipped to the 
                         funny farm?

               Gramma bends down to Ariel and looks her in the eyes. Ariel 
               is scared of her.

                                     GRAMMA (CONT'D)
                         But don't worry, child. None of them 
                         is lookin' at you. Not a one would 
                         even mind it if you was to drop dead 
                         right here in this spot.

               Gramma smiles big.

                                     GRAMMA (CONT'D)
                         Don't fret none. You ain't dyin' 
                         here. Mm-mm. You're goin' back up in 
                         that sky in one of them big metal 
                         boxes. Couldn't get out even if you 
                         wanted. Scream all you want and still 
                         can't escape it. Do you know what 
                         lives up there? All kinds of monsters. 
                         Just as many as down here. Pickin' 
                         apart at the plane, just tryin' to 
                         get it to go down.

               Ariel starts to cry. Alice looks at her and bends down to 
               her level.

                                     ALICE
                         Come on, sweetie. Don't cry. Not 
                         now.

                                     ARIEL
                         She's here, Mommy. She's here.

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


                                     ALICE
                         There's nobody here but us.

                                     ARIEL
                         But she is! She's here and she says 
                         that the plane is gonna crash and we 
                         can't get out!

               An OLDER MAN standing nearby looks in their direction. Alice 
               sees him and tries to smile it off. The man goes back to his 
               own business and Alice turns back to Ariel.

                                     ALICE
                         Ariel, that's enough. No more of 
                         this. There is nobody else here. 
                         There is nobody talking to you. It's 
                         in your head.

                                     ARIEL
                         But she's not in my head! She's real, 
                         Mommy!

                                     GRAMMA
                         Yes I am. Don't you forget it neither.

                                     ALICE
                         Ariel, stop it.

                                     GRAMMA
                              (singing)
                         Goin' up in that sky. Kick and scream 
                         and cry and cry. Plane falls down 
                         and hits the ground and little girls 
                         will surely die. Yes, little girls 
                         will surely die.

               Gramma laughs now and claps her hands together. Ariel begins 
               to sob  and latches onto her mother.

                                     ARIEL
                         Make it stop! Make her stop, Mommy!

                                     GRAMMA
                         Mommies die to, child. Ain't nothin' 
                         she can do to stop it. Surely as she 
                         couldn't save that brother of yours.
                              (pats belly)
                         And mmm, was that boy good. 'Specially 
                         toward the end when he was pullin' 
                         his hair all out and scratchin' at 
                         the walls till his nails pulled clean 
                         from the fingers.

               Ariel puts her hands over her ears and yells to keep Gramma's 
               voice away.

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


                                     GRAMMA (CONT'D)
                         Hide all you want. Won't help none!

                                     ARIEL
                         Go away! Go away!

                                     ALICE
                              (embarrassed)
                         Ariel, stop yelling. Please stop 
                         yelling.

                                     ARIEL
                         Help me, Mommy!

                                     GRAMMA
                         Can't help you, child. Can't even 
                         see your ol' Gramma.

               Gramma laughs. Tom walks up and sees what's happening.

                                     TOM
                         Again?

                                     ALICE
                         I can't do this. Not again.

                                     TOM
                         We're almost there.

                                     ALICE
                         And what makes this place any 
                         different?

                                     TOM
                         It just is.

               Tom doesn't believe what he's saying any more than Alice 
               does, but he has nothing else to say to her.

                                     ALICE
                         How much longer are we stuck here?

                                     TOM
                         I don't know. The flight's been pushed 
                         back another two hours. Something 
                         with the plane.

                                     ALICE
                         Two hours? What are we supposed to 
                         do for two hours?

                                     TOM
                         I don't know.

               Alice looks at her watch.

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


                                     ALICE
                         We could drive there in three.

               Tom thinks it over. Finally, he nods. They head out. Gramma 
               follows.

                                     GRAMMA
                         I love a car ride! I ever tell you 
                         about the ways a girl could die in a 
                         car?

               INT. AIRPORT TERMINAL - NIGHT

               Dawn and Ryan are still sitting in their chairs, talking. 
               Dawn's finishing up a story.

                                     DAWN
                         So she left. Just walked away and I 
                         haven't seen her since.

                                     RYAN
                         Damn.
                              (beat)
                         You think she's okay though?

                                     DAWN
                         She's alive. I know that much.

               Ryan thinks about this and lets it sink in.

                                     RYAN
                         I had no clue.

                                     DAWN
                         Not many people do.

               Another somber moment and then Ryan smiles. Dawn thinks this 
               odd.

                                     DAWN (CONT'D)
                         So this is funny?

                                     RYAN
                         No. It's just weird. Vampires, 
                         demons... I mean, I've known about 
                         them for a while, but it's still so 
                         crazy. I guess it's just one of those 
                         things that doesn't sink in until 
                         you see it first hand.

                                     DAWN
                         Maybe. I don't know.

                                     RYAN
                         What was it like for you? Seeing 
                         your first vampire, or whatever?

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


                                     DAWN
                         I honestly don't remember. I remember 
                         Buffy telling me about them when I 
                         was nine. Before she even told Mom. 
                         I guess she was worried about me or 
                         something.
                              (extended beat)
                         But that's not exactly the way it 
                         really happened, so I guess I 
                         officially saw my first vampire about 
                         six or seven years ago.

                                     RYAN
                         Not how it happened?

                                     DAWN
                              (smiles)
                         Long, long story. Really long.

                                     RYAN
                         You have someplace else to be?

               Dawn looks at her watch and her eyes widen. She jumps up.

                                     DAWN
                         Oh, God! My plane! It should have 
                         been boarding by now.

               She rushes over to where the arrival and departure listings 
               are displayed and scans the screen for her flight. She then 
               lets out a sigh as Ryan catches up, carring her bags.

                                     DAWN (CONT'D)
                         Delayed. I'm here for another couple 
                         of hours.

               Ryan thinks for a moment and then decides on a course of 
               action.

                                     RYAN
                         You said that Sunnydale was three 
                         hours away?

                                     DAWN
                         More or less.

                                     RYAN
                         I have a car outside. You wanna drive?

               Dawn's confused.

                                     DAWN
                         You have a car? Why are you in the 
                         airport then?

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


                                     RYAN
                              (smiles)
                         Long story.

                                     DAWN
                         Okay, so lead the way to your car 
                         and tell me what's going on.

                                     RYAN
                         Deal.

               They start to walk.

                                     RYAN (CONT'D)
                         Where do you want me to start?

                                     DAWN
                         How about where we left off last 
                         time?

                                     RYAN
                         Do you want me to leave out the parts 
                         where I burn your pictures and grow 
                         angrier at you with every passing 
                         day?

                                     DAWN
                         Umm, no. That's the best stuff.

                                     RYAN
                         If you say so.
                              (beat)
                         So you broke up with me and that's 
                         when I first knew that I hated you.

                                     DAWN
                         Good story.
                              (beat)
                         Wait, didn't you break up with me? I 
                         seem to remember a whole "Don't come 
                         back" speech. You said so yourself 
                         just a little while ago.

                                     RYAN
                         That was after you hadn't spoken to 
                         me for a good long while.

                                     DAWN
                         So, we were on a break.

               Ryan laughs.

                                     RYAN
                         If you say so.
                                     (MORE)

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


                                     RYAN (CONT'D)
                         Anyway, I was doing that whole 
                         depressed, angry thing and not paying 
                         attention to much for the next few 
                         days.  The news was full of stories 
                         about that mystery plague that swept 
                         the world, but I was too busy moping 
                         about my ex-girlfriend to notice.

                                     DAWN
                         Sweet.

                                     RYAN
                         Not really. I did finally come out 
                         of my funk and planned to tell you 
                         off like any self respecting man 
                         would do in my situation. That's 
                         when I went to your house and found 
                         the letter.

                                     DAWN
                         You just went in?

                                     RYAN
                         Well, the back door was open.
                              (beat)
                         After I threw a rock through the 
                         window and unlocked it.

                                     DAWN
                         You were going to vandalize my house?

                                     RYAN
                         No. I was just worried. You had about 
                         fifty newspapers in your front lawn.

                                     DAWN
                         Sure.

                                     RYAN
                         I was!

                                     DAWN
                         Mm-hmm.

                                     RYAN
                         Anyway, I found the letter. You 
                         sounded more insane than before and 
                         I wrote you off until I saw that 
                         news report. Then things seemed a 
                         little out of whack. That guy in the 
                         alley that night. When we were 
                         attacked.

                                     DAWN
                         Vampire.

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


                                     RYAN
                         See, I thought so. And then a few 
                         other things started to look different 
                         in town.

                                     DAWN
                         Like Pleasantville when the color 
                         got spread around.

                                     RYAN
                         Exactly.
                              (beat)
                         That's how I started believing. I 
                         read some stuff online but still 
                         never saw anything that I could point 
                         at and say "demon". So I just had to 
                         deal with it on my own.

                                     DAWN
                         You should have looked me up. Sent 
                         me an e-mail. Text message my cell 
                         phone.

                                     RYAN
                         I thought you were dead. Especially 
                         after your house burned down.

                                     DAWN
                         Wait... My house burned down?

                                     RYAN
                         The one you lived in, yeah. A couple 
                         of weeks after you left. Nobody knew 
                         the cause, but they marked it up to 
                         old wiring.
                              (beat)
                         Man, you guys had a lot of weapons 
                         in there. I walked through some of 
                         the debris and found about three 
                         swords.

                                     DAWN
                         Nobody else found them first? Fire 
                         department?

                                     RYAN
                         We're lucky if they put fires out. 
                         They knew you guys were gone, so 
                         they didn't bother to look through 
                         the place too much.

                                     DAWN
                         How did it really burn down? Do you 
                         know?

               Ryan shrugs.

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


                                     DAWN (CONT'D)
                         Weird.

                                     RYAN
                         You don't think it was the wiring?

                                     DAWN
                         Possible, but not likely. What are 
                         the odds that the Slayer's house 
                         would burn down just after the Night 
                         of Morel Divineh?

                                     RYAN
                         I'm guessing small?

                                     DAWN
                         Yeah.

                                     RYAN
                         But... I just mean... The place was 
                         really old. That's a pretty big 
                         ingredient for fire, right?

               Dawn takes the lead as they head through the exit.

                                     DAWN
                         So naive.

               EXT.  AIRPORT PARKING LOT - NIGHT

               Dawn and Ryan walk through the parking lot. Ryan is now in 
               the lead, seeing as how he knows where he parked.

                                     DAWN
                         So, what else has been happening? 
                         Any big drama? Anyone I know get 
                         eaten?

                                     RYAN
                         Not that I know of. I have been gone 
                         for a few weeks though.

                                     DAWN
                         Which brings me to the question of 
                         the hour. Why?

               Ryan thinks for a moment as he looks around the parking lot.

                                     RYAN
                         You don't happen to see a '68 Mustang 
                         anywhere, do you? Kinda cranberry 
                         color. Convertable.

                                     DAWN
                         No. Did you park it around here?

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


                                     RYAN
                         Oh, no. I just want one like that. 
                         I'm the crappy Honda right here.

               They walk up to Ryan's car, which is an old rundown Honda of 
               some sort. He opens the trunk and puts her bags in.

                                     RYAN (CONT'D)
                         The door should be unlocked.

               They walk around the car, toward their doors.

                                     RYAN (CONT'D)
                         I say that as though there were a 
                         chance they'd actually be locked.

               They get into the car.

               INT. RYAN'S CAR - CONTINUOUS

               After buckling up, Dawn turns to Ryan.

                                     DAWN
                         So, avoiding the question?

                                     RYAN
                         Which question was that?

                                     DAWN
                         Why you're here.

               Ryan starts the car and begins driving.

                                     RYAN
                         Right. Good question.

                                     DAWN
                         C'mon.

                                     RYAN
                         I was dropping off my sister.

                                     DAWN
                         That's it?

                                     RYAN
                         Yeah. More or less.
                              (beat)
                         We were on this roadtrip. She wanted 
                         to go home early, so I dropped her 
                         off.

                                     DAWN
                         Why'd she want to go home? You're 
                         okay, right? You're not sick?

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


                                     RYAN
                         No, I'm fine. The trip's my last 
                         hurrah before I ship out.

                                     DAWN
                         Where are you going?

                                     RYAN
                         Army, I think. I tried the whole 
                         college thing and that didn't work 
                         out, so I went back to the video 
                         store for a while, but that sucked. 
                         Then I got to thinking about the big 
                         evil in the world and how to do my 
                         part.
                              (beat)
                         I guess the Army doesn't do demons, 
                         but it's still something, right?

                                     DAWN
                         Yeah. And they do do demons. If you 
                         ever need some strings pulled to get 
                         into a top secret demon fighting 
                         Army squad, let me know. I have 
                         connections.
                              (beat)
                         You're really doing this though? 
                         There's war. People die.

                                     RYAN
                         This coming from you?

                                     DAWN
                         Good point.
                              (beat)
                         So Kirsty left when you told her?

                                     RYAN
                         Well, she'd been grumpy the whole 
                         time. After she figured out that a 
                         road trip would require a gas powered 
                         automobile I kinda started to lose 
                         her. The Army thing was just the 
                         clincher.
                              (beat)
                         I don't think I'll be getting any 
                         letters from her.

                                     DAWN
                         She's that upset?

                                     RYAN
                         Yeah. Not as bad as my parents though. 
                         Did you ever meet them?

               Dawn shakes her head.

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


                                     RYAN (CONT'D)
                         Well, imagine Kristy times ten. She's 
                         not talking to me, but they pretty 
                         much disowned me.

                                     DAWN
                         Seriously?

                                     RYAN
                         Yeah.
                              (beat)
                         I'm sure they'll come around though. 
                         It'll just take time.

                                     DAWN
                         Right.
                              (beat)
                         Yeah.

               There's a long silence. Finally, Ryan perks up.

                                     RYAN
                         So, did I tell you that I dated Shelly 
                         for a while?

               INT. RENTAL CAR - NIGHT

               Along a stretch of open desert-like area, Tom and Alice are 
               driving down the road. Neither one of them is very talkative.

               In the back seat, Ariel is resting her head against the 
               window, watching the street lights go by as Gramma sits next 
               to her.

                                     GRAMMA
                         My, how we're going fast. In my day 
                         you'd have to kick a horse pretty 
                         damn hard to get speed like this.

               Gramma looks to Ariel. When she gets no response, she leans 
               a little closer.

                                     GRAMMA (CONT'D)
                         Not talking to Gramma? What kind of 
                         manners is that? You oughta respect 
                         your elders, child. Time was you'd 
                         get a whoopin' for behaving like you 
                         do.

               Still no response from Ariel. Gramma takes a deep breath. 
               She looks out her window.

                                     GRAMMA (CONT'D)
                         Look at those lights flashing right 
                         by. Speed. It's all about speed, 
                         isn't it?
                                     (MORE)

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


                                     GRAMMA (CONT'D)
                         All these cars and gadgets for you 
                         kids today. Always on the go. Always 
                         needin' everything right now. 
                         Nevermind the fact that you're headed 
                         face first for that brick wall. Oh, 
                         it's coming and before you can do 
                         something about it, your parts are 
                         stretched thirty feet along the road.

               Gramma waits for a response, but none comes. She looks to 
               Ariel, getting annoyed. She takes a deep breath and moves 
               on.

                                     GRAMMA (CONT'D)
                         Don't worry though. I'm sure your 
                         Momma and Daddy will be dead long 
                         before you. That's how it is mostly. 
                         Before you know it, you'll be all 
                         alone in this world. Why, I bet they 
                         could die any minute now.

               Gramma leans up and looks at the back of Tom's head.

                                     GRAMMA (CONT'D)
                         Yup. This one's gettin' close.

               She grins and looks back to Ariel. Ariel looks toward her 
               father.

                                     GRAMMA (CONT'D)
                         That one got a rise out of you, didn't 
                         it?
                              (beat)
                         Yes, this car sure does move fast. 
                         One stray dog, or even an 
                         unfortunately stupid squirrel and 
                         your Daddy's face will see that glass 
                         up there real close.
                              (beat)
                         Does he look distracted to you?

               Ariel starts to tear up. She tries to hold it back, but Gramma 
               sees the crack in her armor.

               Suddenly, there's a POP. The car swerves a little as Tom 
               struggles to keep control.

                                     ALICE
                         What was that?

                                     TOM
                         I think a tire blew.

                                     ALICE
                         Are you kidding me? What else could 
                         go wrong?

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


               Tom looks up ahead and squints a little.

                                     TOM
                         There's a diner. I'm stopping.

               Ariel is keeping a fearful eye on her father as he handles 
               this problem. Gramma has her eye on Ariel. 

                                     GRAMMA
                         Close your eyes, dear. Close your 
                         eyes and fall asleep quick.

               Gramma looks out her window.

                                     GRAMMA (CONT'D)
                         Hurts less that way.

                                                             FADE TO BLACK:

                                     END OF ACT THREE

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


                                         ACT FOUR

               FADE IN:

               INT. RYAN'S CAR - NIGHT

               Ryan and Dawn continue to drive. They're on a stretch of 
               road not unlike the stretch that Tom and Alice were driving 
               on.

                                     DAWN
                         I'm the first to admit, I have issues. 
                         A lot of issues. I have more issues 
                         than National Geographic. I heard 
                         that line somewhere before, but I 
                         forget where.

                                     RYAN
                         So that's why you went to live with 
                         him?

                                     DAWN
                         Maybe a little. It definately helped 
                         to have some family after Buffy left. 
                         Someone to lean on like I did with 
                         Buffy after Mom died.

                                     RYAN
                         What about Xander and Willow? Aren't 
                         they like family?

                                     DAWN
                         Yeah. I did stay in Sunnydale for a 
                         couple of weeks. Long enough for 
                         them to buy the house and tell me 
                         how welcome I was to live there.

               Dawn tries to think of the right way to phrase what she's 
               thinking.

                                     DAWN (CONT'D)
                         They're family. Closer than blood. 
                         It's just that with Willow going 
                         back to school and Xander... doing 
                         other things, life was moving on. 
                         Not so much demon hunting. Just normal 
                         life stuff.

                                     RYAN
                         And you were the third wheel.

                                     DAWN
                         Kinda. It wasn't a group anymore, it 
                         was them and me.
                              (beat)
                         I'm saying this wrong. It's just 
                         hard to explain.

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


                                     RYAN
                         I get it.

                                     DAWN
                         Plus, the college I needed to go to 
                         was near Dad. You'd think you could 
                         learn all about demonology in 
                         Sunnydale, but the really good 
                         teachers tend to shy away from 
                         Hellmouths.
                              (beat)
                         It's good though. I got to know my 
                         father more. I even understand him 
                         every once in a while, and now I 
                         know where I get my keen ability to 
                         ramble on for hours without making 
                         an ounce of sense.

                                     RYAN
                         Sounds like a good deal to me.
                              (beat)
                         Aside from the dead mother and missing 
                         sister parts, and I meant that to 
                         sound much more sensitive than it 
                         came out.

                                     DAWN
                         Don't worry about it. I'm not one of 
                         those people who's all shy when it 
                         comes to dark topics. I can laugh 
                         about death as much as the next 
                         person.
                              (then)
                         Hey, how many corpses does it take 
                         to screw in a lightbulb?

                                     RYAN
                         How many?

                                     DAWN
                         None. They actually prefer the dark.

               Ryan doesn't even smile a little. The car falls into a deadly 
               silence. Dawn knows that it was a bomb of a joke and tries 
               to recover as gracefully as possible.

                                     DAWN (CONT'D)
                         Because they can see in the dark and 
                         normal people can't.
                              (really long beat)
                         I started the joke before I had a 
                         punchline. I had to think fast.

               Ryan smiles as he looks straight ahead, at the road. He 
               doesn't smile at her joke. He's smiling because of her.

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


                                     DAWN (CONT'D)
                         Sure. Laugh at my bomb of a joke.

                                     RYAN
                         You know, I've spent the better part 
                         of two years hating you.

                                     DAWN
                         Umm... Okay.

                                     RYAN
                         I have. Since before you left, when 
                         you started avoiding me. Then with 
                         that letter, and not calling me... I 
                         hated you. Seriously, like, a lot.

               Dawn's not sure what to do with this information.

                                     RYAN (CONT'D)
                         And then I saw you in the airport 
                         and it just went away. I tried to be 
                         mad, and I tried to tell you 
                         everything that I've been wanting to 
                         say since you left but I couldn't. 
                         It was just gone. One hour with you 
                         and it's like nothing bad ever 
                         happened with us.

               Dawn breathes a sigh of relief. She still doesn't know what 
               to say, but in a good way now.

               Ryan looks over and sees that she's stumped.

                                     RYAN (CONT'D)
                         Sorry. I just had to say that.

                                     DAWN
                         It was good.

                                     RYAN
                         Really?

                                     DAWN
                         Yeah, really.

                                     RYAN
                         Well, you know... I did spend a lot 
                         of time around chick flicks.

               He looks up ahead and notices something.

                                     RYAN (CONT'D)
                         Hey, are you hungry?

                                     DAWN
                         You really have been away from me 
                         for a while.

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


                                     RYAN
                         Right. How 'bout a burger?

                                     DAWN
                         Sounds good, but I'm buying.

                                     RYAN
                         We'll see.

               Ryan pulls into a parking lot.

                                     DAWN
                         No seeing. I'm paying.

                                     RYAN
                         Sure you are.

                                     DAWN
                         Seriously.

               INT. DINER - NIGHT

               Ryan and Dawn walk into the diner and take a look around. 
               The place is nearly empty, except for Tom, Alice and Ariel 
               sitting in one of the booths.

               The diner itself is old, but not too bad looking. Shiny chrome 
               and stools at the counter that don't have any patches or 
               anything like that. There is one WAITRESS working behind the 
               counter.

                                     RYAN
                         Booth or counter?

                                     DAWN
                         Counter. Seems weird to eat in an 
                         old diner and sit at a table.

                                     RYAN
                         If you say so.

               Ryan lets Dawn go first as they sit down at the counter. The 
               waitress comes over to them. She hands them menus.

                                     WAITRESS
                         Coffee?

                                     RYAN
                         Please.

                                     DAWN
                         I'll just have a glass of water...
                              (reads menu)
                         Ooh! And a chocolate malt.

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


                                     WAITRESS
                         One coffee, a water, and a chocolate 
                         malt.

                                     DAWN
                         Don't worry about the water. I was 
                         just trying to be girlie. 

               The waitress nods, pulls a coffee cup out from under the 
               counter and puts it in front of Ryan. She grabs the coffee 
               pot from behind her and fills the cup.

                                     WAITRESS
                         The malt will take a sec.

               The waitress goes off to make the malt, leaving Dawn and 
               Ryan alone. They look over their menus.

                                     RYAN
                         Anything jump out at you?
                              (beat)
                         From the menu, I mean.

                                     DAWN
                         Only about half of it. It'd probably 
                         be more than half if they didn't 
                         have a salad section.

                                     RYAN
                         Well, don't hold back. Whatever you 
                         want.

                                     DAWN
                         Yeah, because I'm paying.

                                     RYAN
                         This could go on for a while, couldn't 
                         it?

                                     DAWN
                         We should just put off this debate 
                         until the check comes.

                                     RYAN
                         Deal.

               They continue to read their menus.

                                     DAWN
                         Decide on anything yet?

                                     RYAN
                         Probably just the bacon burger. Maybe 
                         onion rings.

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


                                     DAWN
                         Wanna split the bacon burger and the 
                         fried chicken sandwich?

                                     RYAN
                         You get fries.

                                     DAWN
                         Done.

               They put their menus down.

                                     DAWN (CONT'D)
                         Well that was easy to slip back into.

               ANGLE ON : TOM AND ALICE'S TABLE

               Tom and Alice are sipping cups of coffee while Ariel picks 
               at a piece of pie without actually eating any of it. Both 
               parents are as mesmerized by the pie as Ariel. Probably 
               because neither of them wants to talk very much.

               Ariel starts to tear up, but her parents say nothing. She 
               puts her fork down and sits back, trying not to cry.

               Alice looks at her watch.

                                     ALICE
                         It's been a half hour. Where are 
                         they?

                                     TOM
                         They're coming. It takes time when 
                         you're in the middle of nowhere.

               Ariel starts to rock herself back and forth. 

                                     ARIEL
                         No. No, no, no.
                              (beat)
                         Go away.

               Tom and Alice remain silent, trying to not even look in 
               Ariel's direction.

               Finally, Ariel looks up at her mother.

                                     ARIEL (CONT'D)
                         Bathroom?

               Alice looks around and spots the bathroom. She points to it.

                                     ALICE
                         Over there. You go, sweetie. Daddy 
                         and I will be right out here, okay?

               Ariel gets up and walks into the bathroom.

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


               ANGLE ON : DAWN AND RYAN

               Both smiling as they discuss deep and meaningful topics.

                                     DAWN
                         Umm... Four times.

                                     RYAN
                         Four? You only saw "Revenge Of The 
                         Sith" four times?

                                     DAWN
                         Okay, five. You have to admit, it's 
                         kinda the funniest movie ever.

                                     RYAN
                         Well, yeah. Except maybe "Superman 
                         Returns"

                                     DAWN
                         Oh! I haven't seen that one yet.

                                     RYAN
                         Seriously? It's like a really high 
                         budgeted "Plan 9 From Outer Space".

                                     DAWN
                         It's going on my queue tomorrow. 

               The waitress comes back with Dawn's malt. She places it in 
               front of Dawn.

                                     DAWN (CONT'D)
                         Thanks.
                              (beat)
                         Is there a place I could freshen up?

               The waitress points toward the bathroom.

                                     DAWN (CONT'D)
                         Thanks.
                              (to Ryan)
                         Can you order?

                                     RYAN
                         Sure.

                                     DAWN
                         Cool. BRB.
                              (beat)
                         That really only works online.

               She walks to the bathroom.

                                     WAITRESS
                              (to Ryan)
                         Ready to order?

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


                                     RYAN
                         Yeah.

               INT. DINER - BATHROOM - NIGHT

               Dawn walks into the bathroom and is about to enter a stall 
               when she hears Ariel crying. She looks over and sees Ariel 
               sitting on the floor near the sink.

                                     DAWN
                         Are you okay?

               Ariel doesn't respond.

               CLOSE ON : ARIEL

               Still crying as Gramma puts her face close to Ariel's.

                                     GRAMMA
                         Go on. Tell the girl that mean ol' 
                         Gramma's pickin' on you. She'll think 
                         you're crazy just like the rest of 
                         them do.

               Ariel continues to cry, but says nothing.

                                     GRAMMA (CONT'D)
                         She can't see me neither, you know. 
                         None of them can.

               Dawn starts to walk toward Ariel, concerned.

                                     DAWN
                         Are you hurt? Do you need some help?

                                     GRAMMA
                         Scream, child! Scream bloody murder!

               Gramma stands up now, looking down on Ariel.

                                     GRAMMA (CONT'D)
                         Give them another reason to lock you 
                         up. Then they'll cut that pretty 
                         little head open and give those brains 
                         of yours a nice stir. Makes it so 
                         you can't feel a thing. I'll still 
                         be there though. Now, who else can 
                         you depend on like that?

                                     DAWN
                         Me.

               Gramma's eyes widen as she looks up at Dawn.

                                     DAWN (CONT'D)
                         That's right.

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


               Dawn swings at Gramma, but her FIST GOES THROUGH GRAMMA'S 
               FACE, and hits the wall behind Gramma. Dawn pulls it back, 
               in great pain.

                                     DAWN (CONT'D)
                         Ow! Ow! Ow! Crap!
                              (to Ariel)
                         Run!

               Ariel gets up and runs out of the bathroom.

                                     GRAMMA
                         She won't get far. We both know I'll 
                         find her.

                                     DAWN
                         I think you're gonna be a little too 
                         dead to find her.

                                     GRAMMA
                         We'll see, child. We'll see. 

                                     DAWN (V.O.)
                         Gramma demon. Born Gretta Hagen, 
                         1783.

               Gramma walks toward the bathroom door. Dawn follows.

               INT. DINER - NIGHT

               Ryan is sitting at the counter, quietly sipping his coffee.

                                     DAWN (V.O.)
                         Though once a religious woman, Greta 
                         tortured and killed fourteen children 
                         after the suicide of her oldest 
                         daughter, born with deformities of 
                         the face and hands.

               Dawn runs out of the bathroom.

                                     DAWN (CONT'D)
                         Stop her! Ryan, stop her!

               Ryan looks up and sees nothing.

                                     RYAN
                         Stop who?

                                     DAWN
                         Her!

               Dawn points toward Ariel's table. Ryan looks over there.

                                     RYAN
                         The woman or the daughter?

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


                                     DAWN
                         The demon!

               Ryan perks up a little. He still sees no demon, but he stands 
               up.

               The waitress looks on as Dawn yells.

                                     DAWN (CONT'D)
                         My bag. Get me my bag!

               Ryan grabs Dawn's purse off of the counter and tosses it to 
               her.

                                     RYAN
                         What are you doing? Where's the demon?

               Dawn begins to dig inside her purse. 

                                     DAWN (V.O.)
                         Once the parents of these children 
                         discovered Greta's crimes, they set 
                         out to take her life. Insisting that 
                         these children had teased her 
                         daughter, and deserved to be punished 
                         for her death, Greta knew that her 
                         time was coming to an end. Realizing 
                         her own guilt for turning a blind 
                         eye to her daughter's suffering, and 
                         the deaths of her victims, Greta 
                         began fearing the pits of Hell. Greta 
                         soon began to bargain with the 
                         underworld for her immortal soul. In 
                         exchange for sparing her eternal 
                         agony, the demon D'Hyrn agreed to 
                         take Greta into his employ.

               ANGLE ON : ARIEL

               Watching Dawn attempt to keep Gramma away from her. Gramma 
               watches Dawn with amusement.

                                     GRAMMA
                         Ain't gonna save the child. You'll 
                         only prove my point.

               Dawn is still digging. She tosses makeup, her wallet, and 
               her cell phone to the floor, unable to find a weapon.

                                     DAWN
                         The one day I don't have a weapon on 
                         me!

               She tosses a cross to the floor. Gramma sees this and 
               flinches. Dawn notices this.

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


                                     DAWN (CONT'D)
                         You flinched.

               Dawn looks down and sees the cross. She picks it up and holds 
               it out. Gramma recoils.

                                     DAWN (CONT'D)
                         I'm guessing you don't like this 
                         very much. Probably wouldn't want to 
                         touch it then.

               Dawn tosses the cross in Gramma's direction. Gramma smacks 
               it out of the way and then looks back to Dawn with fear in 
               her eyes. Dawn smiles.

                                     DAWN (CONT'D)
                         Smile, Grams. You're about to meet 
                         your maker.

               Dawn punches Gramma in the face. This time her fist hits 
               Gramma with full force. Gramma stumbles back.

                                     DAWN (CONT'D)
                         I'm guessing he's not too happy with 
                         you. 

                                     GRAMMA
                         No. You can't do this.

                                     DAWN
                         'Fraid I can.

               Dawn attempts to kick Gramma in the gut, but Gramma grabs 
               her leg and pushes Dawn back. Dawn stumbles into a pie case, 
               sending it to the floor with a crash.

               The waitress continues to watch what happens. She doesn't 
               have much expression, she's just watching the show.

                                     RYAN
                         Dawn!

               Ryan rushes to Dawn's side and helps her recover.

                                     DAWN
                         Ryan open your eyes. See her.

                                     RYAN
                         Where?

               Ryan looks around the diner, but sees nothing. Finally, he 
               begins to squint a little. 

                                     DAWN (V.O.)
                         Set to roam the earth, Greta was 
                         renamed Gramma and began terrorizing
                                     (MORE)

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


                                     DAWN (V.O.) (CONT'D)
                         small children, causing them to go 
                         insane.  Inflicting the same darkness 
                         and agony on her victims that her 
                         own daughter had been forced to 
                         suffer. 

                                     RYAN
                         Holy crap.

               RYAN'S POV

               Gramma walks toward him.

                                     DAWN (V.O.)
                         Like many demons, Gramma is invisible 
                         to those who aren't aware of the 
                         true evils around them. Those 
                         unwilling to see.

               Ryan stands up, putting himself between Gramma and Dawn.

                                     RYAN
                         I see you now.

                                     DAWN
                         Be careful. She's strong.

                                     GRAMMA
                         Wouldn't want to get hurt now, would 
                         we?

                                     DAWN (V.O.)
                         Her weakness is tied to her human 
                         fears. The symbol of that which she 
                         believes will cast her into the 
                         flames. Through these fears, Gramma 
                         can be made vulnerable.

               Ryan swings at Gramma. She grabs his fist and twists before 
               throwing Ryan behind the counter, shattering several dishes. 
               The waitress is close to where Ryan lands, and steps back to 
               avoid getting hit by him or the dishes.

               ANGLE ON : TOM AND ALICE

               Watching Dawn and Ryan with great confusion. They see no 
               demon. Next to Alice, Ariel is also watching the battle.

               Dawn rushes at Gramma with a butter knife in hand. Gramma 
               grabs Dawn's wrist before Dawn can stab at her. Despite this, 
               Dawn knees Gramma in the gut, causing Gramma to stumble back.

               Ryan recovers and hops over the counter to rejoin the fight. 
               He grabs a tray off of a nearby table and hurls it at Gramma. 
               She manages to duck out of the way, causing the tray to hit 
               the window behind her, shattering it. 

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


               For a moment, Ryan feels the normal guilt associated with 
               breaking the window of a diner, but he quickly remembers the 
               battle that's going on. Once he snaps back to fight-mode, he  
               sees the cross on the ground and picks it up.

                                     RYAN
                         Hey, lady. Think fast.

               He tosses the cross at Gramma. She turns to swat it away. As 
               she does this, Dawn stabs Gramma in the chest with the knife. 
               Gramma gasps and looks down at the knife as Dawn backs away.

               Gramma drops to her knees. She looks at Dawn with disbelief. 
               A tear rolls down her cheek.

                                     DAWN
                         Would it be too obvious of me to say 
                         "Go to Hell"?

               Dawn gives Gramma one last kick in the face. Gramma falls to 
               the ground, dead.

               Ryan walks toward Dawn, looking down at the dead demon.

                                     RYAN
                         That's a demon.

               Dawn nods.

                                     RYAN (CONT'D)
                         Okay.

               The waitress walks up behind Ryan, looking over to the window 
               and making a note in her order pad. She walks between Ryan 
               and Dawn and glances downward for a moment, still with little 
               expression. She looks to Dawn and Ryan. She tears their bill 
               out of her pad and holds it out for one of them to take.

               Dawn and Ryan look at each other.

               ANGLE ON : ARIEL

               A smile comes over her face.

                                     DAWN (V.O.)
                         Once vulnerable, the demon can be 
                         killed through normal means. Knife 
                         to the chest, decapitation, snapping 
                         of the neck...

               EXT. DINER - NIGHT

               Dawn and Ryan walk toward Ryan's car. Dawn is explaining to 
               him.

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     DAWN
                         ...Of course, I only remembered all 
                         of this after we killed the bitch.

                                     RYAN
                         How do you know all of this?

               Dawn hesitates. 

                                     RYAN (CONT'D)
                         Let me guess. Long story?

                                     DAWN
                         Get in. We have a long ride ahead of 
                         us. 

               They get into the car and it pulls away.

               INT. GILES' FLAT - MORNING

               Giles is sitting on his couch with a cup of coffee. He is 
               reading over the paper that Marge had delivered the night 
               before.

               He picks up the phone, dials, and puts it to his ear.

                                     GILES
                         Mr. Hewitt, please.  Rupert Giles 
                         calling.
                              (beat)
                         Well, could you tell him that I called 
                         when you see him?
                              (beat)
                         Left? What do you mean, he left? 
                         Where did he go?
                              (beat)
                         No, that's fine. Thank you.

               Giles hangs up the phone, quite perplexed. Something isn't 
               right. He can feel it.

               EXT. ALLEY - DAWN

               Buffy is walking through the alley. Angel follows her, keeping 
               to the shadows.

                                     ANGEL
                         What am I supposed to tell them?

                                     BUFFY
                         You're not.

                                     ANGEL
                         I can't go back with nothing.

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     BUFFY
                         I can't worry about that now.
                              (looks up)
                         Sun's coming up.

                                     ANGEL
                         Let's find a place to rest then. We 
                         can keep talking.

               Buffy stops and looks him in the eyes.

                                     BUFFY
                         It really was good to see you.

                                     ANGEL
                         I can stay with you.

                                     BUFFY
                         I already told you, you couldn't 
                         keep up.

                                     ANGEL
                         I'm faster than I look.

                                     BUFFY
                         Mission doesn't call for sidekicks, 
                         Angel.

                                     ANGEL
                         Then change the mission.

                                     BUFFY
                         Not mine to change.

                                     ANGEL
                         Then who? Where do you get your 
                         orders? Who tells you where to go? 
                         You don't just happen onto these 
                         places.

               Buffy thinks.

                                     BUFFY
                         We are where we're meant to be. All 
                         of us.

               Angel starts to get desperate.

                                     ANGEL
                         Buffy, don't do this alone.

               Buffy steps closer to Angel. She softly touches his face.

                                     BUFFY
                         Close your eyes.

               Angel hesitates for a moment. 

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     ANGEL
                         Not this time. 

               Buffy leans in and kisses him. A soft, but quick kiss.

               As she backs away, Angel looks her squarely in the eyes... 
               just as he TURNS TO DUST. Before he dissolves, he gives her 
               one last look.  A look of peace, telling her that he knows 
               that she had to do this.

               WIDE ON : BUFFY

               Scythe's stake extended toward where Angel's heart once was. 
               She slowly lowers it, walks through the cloud of dust and 
               toward the end of the alley.

               Before she reaches the end of the alley, Buffy pauses. She 
               closes her eyes and lowers her head, leaning against the 
               wall. She stands there for a moment, breathing deeply until 
               finally, she sneezes. She then continues walking.

               Buffy disappears around a corner, leaving the alley empty.

                                                             FADE TO BLACK:

               FADE IN:

               INT. AIRPLANE CARGO HOLD - DAY

               Mr. Hewitt lays on the floor of the cargo hold with his eyes 
               closed.

               After a moment, his eyes shoot open. His face VAMPS OUT.

               ANGLE ON : DRUSILLA

               Standing nearby, watching. She smiles.

                                     DRUSILLA
                         Now we're ready.

                                                            FADE TO BLACK :

                                     END OF EPISODE