Date written: Wed 23 Aug 2000

Author: Starway Man


Fandom: Buffy the Vampire Slayer

Main characters: Ensemble

Disclaimer: The Buffy the Vampire Slayer characters are the property of Joss Whedon, Mutant Enemy, Fox and WB Network, and no infringements of copyright are intended, blah, blah. No profit will be earned as a result of this work, so please, donít sue me.

Acknowledgments: Thanks to Psycheís Buffy Transcripts for needed material. This fic is based on transcripts of BTVS Season 4 episodes ĎWhere the Wild Things Areí, ĎNew Moon Risingí, ĎThe Yoko Factorí, and ĎPrimevalí, that were originally done by joan the english chick and Joseph B, so kudos to them too.

Rating: Whatever the TV show is I guess, PG-13.

Warnings: Spoilers for BTVS Season 4 episodes are present, and references to the Angel episode ĎSanctuaryí are made.

Classification: BTVS script, alternate universe.

Summary: How BTVS Season 4 would have turned out in an alternate universe, script format.

Title: Alternate Paths

Part One: Where The Wild Things Are (Episode aired April 25, 2000)

(Shot of Anya dropping her dress, and Xander looking surprised)

GILES: (V.O.) Previously on Buffy the Vampire Slayer...

ANYA: Please remove your clothing now.

(Shot of Anya and Xander kissing)

ANYA: Relationship. What kind do we have, and what is it progressing toward?

(Cut to Tara and Willow)

TARA: They donít even know I exist, right?

WILLOW: I just like having something thatís just, you know, mine.

(Shot of Tara putting something on Willowís forehead and lips)

TARA: (V.O.) I am, you know.

WILLOW: (V.O.) What?

TARA: Yours.

(Shot of Buffy and Riley kissing and embracing, and then one of Buffy in bed, looking up at Riley as he bends down to kiss her again)

AUTHOR: (V.O.) Previously, before the beginning of this fanfic...

(Buffy and Riley fight a vampire/demon team in the graveyard and win, then later make out and fall onto the bed in Rileyís bedroom)

(The next morning, Riley goes to the bathroom in Lowell House Ė he investigates strange noises but nothingís there except a dripping bathtub faucet)

(Xander and Anya talk in an ice-cream truck on the street that ends up as a major argument, and Xander embarrasses himself in front of customers Ė kids and their parents)

(Giles, Willow, Riley and Buffy discuss the vampire/demon alliance and realize Adamís responsible. Thereís a party on for the next night, but Giles says he canít make it as he has other plans at the Espresso Pump. Riley and Buffy are acting all couple-y.)

(Forrest and Graham hear Riley and Buffy going at it in Lowell House that night. Itís freezing cold. Mason, an Initiative guy, is injured when flames explode out of the fireplace during Buffy and Rileyís ultimate moment)

(Spike tries to rob Anya in an alley near the Bronze the following night, but it doesnít work)

(At the party in Lowell House, Xander, Buffy, Willow and Tara stand together talking. Xander doesnít think Anya will be coming. Forrest, Graham and Riley also talk. Buffy and Riley are distracted, and keep on staring and smiling at each other across the room)

(Anya and Spike sit on a couch at the Bronze, holding beers and commiserating. Spike suggests they do a vengeance gig Ė Anya eviscerates Xander, and Spike stakes Drusilla. Anya is briefly tempted)

(At the party, people dance and have fun. The snob from "Beer, Bad" talks to a girl and leans his hand on the wall, then becomes startled by the sexual effect)

(Xander talks to a girl Julie, at a trophy cabinet. They smile at each other and seem to hit it off)

(Buffy and Riley leave to go fool around in his room, without much subtlety. Forrest and Graham watch them go, shaking their heads)

(Snob Guy demonstrates the sexual effect of the position on the wall to his friend Evan)

(Willow and Tara sit on the stairs, and talk. Willow puts her hand on Taraís knee. Tara suddenly jumps back in disgust and confusion, and runs up the stairs. Willow watches her go, concerned)

(Spike and Anya enter the party together. Spike realizes that this is the Initiative, and gets angry. Xander comes up and talks to them, he gets angry too. He calls Spike ĎHostile 17í

in a loud voice, but no one pays any attention. Spike boldly leaves to get a drink)

(Xander and Anya fight, and he breaks up with her. He leaves to enjoy the party, Anya decides to stay too as they yell at each other across the room and walk off in opposite directions)

(Xander discovers some people sitting on the floor, playing ĎSpin The Bottleí. Julie, the girl he was talking to earlier, indicates with her head that he should join them. Xander grins and comes to sit down)

(Spike drinks, sitting by the beer kegs and watches other people drink. The drunk Initiative guy across from him frowns, and says Spike looks familiar. Spike shrugs it off and just sits there)

(Xander spins the bottle, and it lands pointing at Julie. He fearfully just kisses her cheek, but she grabs him and climbs on top of him, kissing him. Xander pulls her off, and then Julie suddenly looks horrified. She stammers an apology, jumps up and runs out. Xander looks confused, then runs after her)

(Xander walks through the crowds, looking around. He witnesses the effect of people touching the spot on the wall. He hears crying noises from behind a closed door, calls out to Julie. He tries the doorknob, but itís locked)

AUTHOR: (V.O.) And now, the beginning of an alternate universe...

(Shot of Xander turning around, ready to walk away. Suddenly, thereís a flash of incredibly bright white light for a moment. Nobody else seems to notice. Xander loses his balance between steps, falls down and hits his head on the floor)

XANDER: Oww! (gets up) Man! This is NOT my night!

(Shot of Xander kicking the door angrily, and to his surprise the door hinges loosen considerably)

GUY: (passing with two beers in his hands, says to Xander) 'Scuse me, coming through...

(Shot of Xander glancing at him. He thinks about it, then charges the closet and breaks through. The door is now wide open, staying loosely attached on its hinges. He sees Julie crying, and cutting off her hair with a straight razor/knife)

JULIE: Iím bad, Iím bad...

XANDER: Julie? Whatís going on? Look, Iím sorry about what happened before, but thereís no need to start going all Felicity with your hair.

(Shot of Julie looking at him. She drops the razor/knife, and rushes over to him. Kisses him passionately. Just then Anya wanders by, and sees them through the open door)

ANYA: (yells) You MAN, YOU!!! (rushes away)

(Shot of Xander breaking away from Julie, staring after Anya. He then grabs Julieís hand, and they head after the ex-demon. Cut to Willow knocking on the bathroom door)

WILLOW: Tara? Itís me. (knocks again) Tara? (opens door) Tara? (walks into bathroom, looks around. The camera pans through the bathroom)

(Shot of Willow going to the sink. She turns on the water, splashes it on her face. She straightens up, drying her face with a towel. Hears a gurgling noise, and turns around. She then frowns, and walks over to the bathtub. Dripping noises are heard)

(Shot of Willow pulling back the shower curtain and finding a young boy in the bathtub, underwater, arms crossed over his chest, struggling. She reaches down to grab him, but he disappears and thereís just a tub full of water)

(Shot of Willow straightening up, turning around. The boy is standing behind her, dripping wet, arms still crossed over his chest. She screams)

(Cut to Buffy and Riley in bed, kissing. Buffyís on top. They hear the scream, stop kissing, and look towards the door)

RILEY: (pants) Was that Willow?

BUFFY: (pants) Donít know. (looks at him) Doesnít matter. (they resume smooching)

(Cut to Anya, walking angrily through the crowd. Xander and Julie catch up to her)

XANDER: An, wait! I-itís not what you think.

ANYA: (turns to look at him) You were kissing that girl, not ten minutes after we broke up!

XANDER: (considers this) Okay, maybe it is what you think. (gets serious) But something weird is going on! I mean, Julie suddenly throws herself at me, some guys are going nuts about puttiní their hands on the wall Ė thereís gotta be some kinda major mojo being worked here! So, so, itís not my fault!

ANYA: (still angry) I donít know why I should be upset. This party is boring anyway. Iím leaving. (turns around, and heads for the front door)

JULIE: I, I Ė I think Iím gonna leave too. This is...I, Iím sorry... (heads after Anya)

XANDER: (turns, walks away, says to himself) Great. What else could happen tonight?

(Cut to Willow coming down the stairs)

WILLOW: Xander? Tara? (runs through the house. Finds Xander staring at the Spin The Bottle people) Xander. Ghost boy. Drowning in a tub. I, I tried to save him, but, being a ghost already, well, I was way too late.

XANDER: A ghost? (Willow nods) Whatís the deal? Is every frat on this campus haunted? And if so, why do people keep coming to these parties? 'Cause itís not the snacks.

(Shot of Tara walking up to them and touching Willowís arm)

WILLOW: Tara, are you OK?

TARA: Yeah, but...I, I donít like it here. This house...I, I think we should go. (Willow nods. Xander looks around, hearing more laughter from the bottle game people)

(Close-up shot of the bottle spinning. Instead of slowing down, it gets faster and faster. The players look puzzled. Suddenly, the bottle explodes. People yell, as broken glass sprays at them)

WILLOW: We need Buffy!

(Shot of Willow and Xander running off. Tara follows, as they run upstairs. Cut to Rileyís bedroom door)

XANDER: (yells) Buffy?

WILLOW: (yells) Buffy? Riley?

(Shot of them pounding on the door. No answer. Suddenly, sharp-looking spiny thorns, with green leaves, sprout from the cracks around the edges of the door. Willow and Xander jump back)

XANDER: Buffy!

(Long shot of Buffy and Riley in bed, smooching and writhing. They pant and moan, which echoes, and faintly Xander is heard still pounding and yelling Buffyís name. The bed recedes until itís just a small square in the middle of the screen, with blackness all around. Long shot of the bed, as a tiny square in the middle of a black screen)

RILEY: (V.O.) Do you wanna go back?

BUFFY: (V.O.) Never.

(Cut to Xander still pounding on the door)

WILLOW: Buffy! Riley!

XANDER: Buffy! (Tara turns and looks behind them, moves off) We gotta get them outta there!

(Shot of the building starting to shake. Cut to people screaming and running around. Glass rattles, everything is shaking. People keep screaming, and run toward the door. Suddenly everyone falls to the floor, including Tara, Willow and Xander. People get up and scramble around. Shot of Spike sitting calmly in his chair, as they run panicking)

SPIKE: (smiles) Well, this partyís startiní to liven up after all!

(Shot of straps suddenly shooting out of the chair heís sitting in, wrapping around his chest, wrists, legs, and one over his mouth. He drops his plastic cup of beer)

SPIKE: Mmph!

(Shot of Graham standing still, looking grim, as people run screaming past him. Forrest runs toward him, against the flow of people)

FORREST: Graham, quit standing around! Help get these people to safety!

GRAHAM: Touch not the impure thing...


GRAHAM: Or ye shall perish. Find salvation in the cross of our Lord and savior.

FORREST: Right. (goes to the wall and flips a switch. Grabs Graham, and turns him to face the wall as the green scanner light travels across their faces)

COMPUTER VOICE: Retinal scan accepted.

(Shot of the elevator opening. Forrest gets in, looks back at Graham, who just stands there. Forrest grabs him and pulls him into the elevator. The door closes. The building is still shaking. People continue running and screaming)

(Cut to Spike struggling, then managing to pull the restraints off himself. He jumps out of the chair and runs off. Cut to him, the gang and a few others running towards the door, and out of Lowell House)

(Cut to the Initiative labs, people are working frantically on computers. Forrest and Graham enter. They go over to a scientist whoís on the phone)

FORREST: We got trouble upstairs.

SCIENTIST: (motions them to wait, then says into phone) Now. (hangs up, and starts to walk away. Forrest and Graham follow)

FORREST: Some sort of disembodied presence in the house.

SCIENTIST: Weíve been paging you.

FORREST: Whatever this thingís outputting, it must be scrambling all the frequencies.

SCIENTIST: Guard section 2, level 5 precautions. If the cell door locking mechanisms know what to do.

FORREST: Got it. (the scientist walks off. Looks at Graham) You with me?

GRAHAM: Iím good.

FORREST: Letís lock it down.

(Shot of the two walking off. Cut to exterior of Lowell House. Xander, Tara, Willow and Spike are there, staring at the fraternity. Spike takes out a cigarette and lights it)

WILLOW: We-we have to go back in there, huh?

XANDER: Yeah. Buffy and Riley are still trapped in Haunted Houses 'R Us, so somebodyís gotta go back in. (takes a deep breath) Whoís with me?

(Shot of Willow and Tara hesitating)

SPIKE: I am. (everyone looks at him in surprise) I know Iím not the first choice for heroics...(drops his cigarette, and grinds it out with his foot) and Buffyís tried to kill me more than once. And, I donít fancy a single one of you at all. But...(pauses) actually, all that sounds pretty convincing to me. (frowns, shakes his head and starts to walk away) Wonder if Danger Mouse is on...

XANDER: (grabs his shoulder) Youíre not going anywhere, Blondie. I hate to admit it, but you might come in useful for once. You try to bail, Iíll shove a stake up where the sun doesnít shine! (points to the frat house) Weíre going back in there. And Iím not coming out, until I bring my friends out with me.

(Shot of him walking to the door. Spike follows. Xander peeks inside. Takes a few steps in, then something invisible pushes him out. He flies backward and lands several yards down the path. He groans, and makes a pained face. Spike snickers at him)

XANDER: be Watcher time.

WILLOW: Weíll, weíll go to Gilesí.

TARA: No, no, wait, he, he isnít there. He was going to the Espresso Pump.

WILLOW: Right, he Ė he told us not to come. He, he needed some grownup time.

(Shot of them departing. Cut to Giles in the coffee bar, playing a guitar. Heís wearing casual clothes, and has an earring in his left ear. Lots of people are sitting and watching/ listening)

GILES: (singing)

No one knows what itís like

To be the bad man

To be the sad man

Behind blue eyes

No one knows what itís like

To be hated...

(Shot of Spike, Willow, Xander and Tara watching, amazed. Willow and Taraís mouths are hanging open)



GILES: (sings) To be fated...

XANDER: Um, could we go back to the haunted house? 'Cause, this is creeping me out.

SPIKE: Makes me wanna heave, myself.

TARA: Does he do this a lot?

XANDER: Sure. Every day the earth rotates backward and the skies turn orange.

GILES: (sings) But my dreams, they are as empty, as my conscience... (notices the gang watching, looks embarrassed but keeps singing) seems to be... (Willow smiles) I have hours, only lonely...

WILLOW: Now I remember why I used to have such a crush on him.

GILES: (sings) love is vengeance...

TARA: Well, he *is* pretty good.

GILES: (sings)...thatís never free-ee....

SPIKE: (agrees maliciously, looking at Xander) Yeah, actually, heís got...rhythm.

XANDER: What?!

GILES: (sings) No one knows what itís like...

WILLOW: Oh, come on, he is kinda sexy.

GILES (sings) Like I do...

XANDER: Iím fighting total mental breakdown here, Will. No more fueling the fire, please.

GILES: (sings) And I blame you...

(Cue the song trailing off. Cut back to Lowell House, now deserted, wreckage is everywhere. The camera pans across the room and up the stairs to Rileyís door, just like before, only now the vines cover the entire door and much of the ceiling and floor nearby. Muffled howling and screeching noises are heard)

(Cut to Buffy and Riley in bed. They let go of each other and lie side by side, panting)

BUFFY: Youíre, youíre too far away from me.

RILEY: Iím right here.

BUFFY: (pants) You...have to...keep touching me... (rolls over and starts kissing him again. They moan and pant. Cut to the college library. Giles is pacing, while the others sit at a table)

GILES: When you called to Buffy and Riley, they didnít cry out or, or respond in any way?

SPIKE: (bored) What part of no didn't ya get? With any luck, they're dead already.

XANDER: (glares at him) I think they were too busy doiní it to answer.

GILES: Doing what? (sits at the table across from Xander)

XANDER: (to Giles) You know, for a god of acoustic rock, youíre...kind of naive.

GILES: (rolls his eyes) I didnít think you the midst of all that, do you really think they were keeping it up? (everyone looks at him) Oh, for a different phrasing.

WILLOW: Well, see, thatís the thing. People all over the party were starting to act...weird. (quietly) Sexually.

GILES: In what way?

WILLOW: You know. (looks embarrassed) Ways. (looks through an old book)

GILES: Well, it could be some form of, uh, succubae, or a satyrís prank. It could even be energy coming from the, the lab underneath the Lowell fraternity.

WILLOW: It wasnít always a fraternity, look! (They all come to look at her book. Willow reads) "Between 1949 and 1960, the Lowell Home for Children housed upwards of 40 adolescents: runaways, juvenile delinquents, and emotionally disturbed teenagers from the Sunnydale area."

TARA: Children? Did any of them, um, die in there?

GILES: If there were deaths, then, uh, perhaps weíre dealing with a fairly...standard haunting.

WILLOW: It doesnít say. Itís mostly about the old house director, Genevieve Holt. "Sunnydale Childrenís Aid. 30 years of community service. Giving disadvantaged kids the love and care they deserve."

GILES: When did she die?

WILLOW: (looks at book, then looks up at Giles) She didnít.

(Cut to an old ladyís house. Shot of her opening a pair of French doors and ushering in Giles, Xander, and Spike)

MRS. HOLT: No, no, I donít mind at all. I was up. Early morning prayer.

GILES: Of course.

MRS. HOLT: And I like talking about my kids. (sits in a chair. Xander looks around the room, Spike looks bored) I still call them that. My kids.

GILES: I, I suppose you were like a mother to them. (sits on the sofa) You did everything for them?

MRS. HOLT: Oh, yes. I fed them, clothed them, educated them in the way of the Lord. I was given a medal.

(Shot of Xander sitting on the sofa beside Giles, Spike starts to move around the room)

GILES: Yes, wonderful. Uh, congratulations. Um, thisíll sound a little strange Ė but, ah, did you notice any odd...disturbances in the house?

MRS. HOLT: (frowns) I donít understand.

GILES: W-well, um, like uh, furniture moving of its own accord, or, uh, objects appearing out of nowhere Ė or, or perhaps you saw someone appear one moment, and then they were gone the next, i-inexplicably.

MRS. HOLT: Why, that sounds like crazy talk.

GILES: Yes, it does, doesnít it? Yes. Um...(looks at Xander) well, forgive me for, for asking this, but um, the children in your care, were any of them ever ill, or did anything ever happen to any of them?

MRS. HOLT: Well, some had the flu and such. No one died, if thatís what you mean. The engraving on the medal says how good I was with the children. (smiles)

GILES: (smiles back) Oh, yes.

MRS. HOLT: I treated them as I would my own flesh and blood. Gave them hugs and praise when they were good, and...punished them when they were dirty.

GILES: Well, ah, children will be children. They, you know, they do like to play in the, uh, the muck. (smiles, but Mrs. Holt looks disapproving)

SPIKE: (to Giles) Even *I* know she didnít mean mud dirty, ya pillock.

MRS. HOLT: My kids didnít think I knew, but I did.

GILES: (starts to understand) Very, uh, perceptive of you.

MRS. HOLT: Without me, they would have been shut out of the kingdom. Lost to lust.

GILES: But you...helped them.

MRS. HOLT: The girls felt the vanity more than the boys. Iíd see them preening like Jezebel. Doting over their pretty hair.

XANDER: So youíd hack it off.

MRS. HOLT: Iíd remove the temptation to admire themselves. (Giles removes his glasses) They were better for it.

XANDER: What about the bathtub? Something also happened there, right?

MRS. HOLT: I performed baptisms on the most unclean. Those who were tainted with impure thought and deed.

GILES: You held them under?

MRS. HOLT: They needed to be reborn. (gets up) You choose to pass judgment on me?

GILES: (rises as well) Well, someone ought to! You traumatized and, (she waves her hand dismissively) and abused these children, children who, who have no doubt become extremely disturbed adults! (She starts to walk away, he pursues her) You have ruined lives, Mrs. Holt. Furthermore, what you did has now manifested itself as a, a malevolent presence which threatens still more lives! You have a great deal to answer for.

MRS. HOLT: I refuse to listen to this, when I can smell the sin on each and every one of you! (points to them all)

XANDER: (gets up) Yeah? You smell sin? Well, let me tell you something lady Ė she who smelt it, dealt it! (Giles looks at him. To Giles) Itís like what you said, but faster.

(Cut to the three of them leaving her apartment, walking along)

XANDER: Well, that totally adds to my Ďold people are crazyí theorem.

SPIKE: I donít get it. I mean, them kids were tortured 'n all, but they werenít killed, moreís the pity. So where are the ghosts Red saw cominí from?

GILES: I donít believe there are any ghosts. I believe weíre dealing with a kind of poltergeist. A whole cluster of them, in fact, born out of intense adolescent emotion and sexual energy.

SPIKE: (bored again) Both oí which were totally cheesed up, duriní Queen Victoriaís reign of repression here.

XANDER: So with Buffy and Riley know, acts of nakedness around the clock lately, maybe they set something free. Like a...big burstiní poltergasm.

GILES: Yes. And now the poltergeists are drawing more and more energy out of them. Feeding on them, in fact. Buffy and Riley are, are powering this whole thing.

XANDER: Okay, so theyíre the battery in the boo factory Ė but what happens when the batteryís drained?

(Cut to Buffy and Riley in bed. Shot of blurry, slow-motion kissing)

GILES: (V.O.) They die.

(Shot of Buffy and Riley in bed. There is more blurry, slow-motion kissing. Panting, moaning. Riley pulls away, lies back)

BUFFY: Donít stop. Never stop touching me. (turns his face toward her, and they kiss again)

(Cut to Tara spreading a red cloth on a table, then sitting in a chair. Willow brings candles, sets them on the table, and sits down. Giles is sitting on the floor of Willow and Buffyís dorm room. Xander is rummaging in Buffyís weapon chest)

SPIKE: (to Xander, sarcastic) You mind telliní me what good your weaponsíre gonna be against these kind oí brats? They got no arses to kick, Droopy Boy.

GILES: H-he may be right. (gets up, holding a book) You should just stay outside.

WILLOW: Weíll bind the spirits long enough, for you to get Riley and Buffy out.

XANDER: How much time can you buy us?

TARA: Could be tricky, weíre calling upon the communal spirit of a certain time and place.

(Shot of Willow lighting candles)

XANDER: (takes a machete, says to Spike) Letís go.

(Shot of Spike looking at the sword. He shakes his head in disgust, and follows Xander. Cut to exterior of Lowell House)

XANDER: (sighs) Anything happening?

SPIKE: (lounges against the window) Iím bored. Donít suppose you got any beer on ya?

XANDER: I meant about the house.

SPIKE: Oh, that. Still 'aunted. Gheeah, Iíve 'ad more fun bloody well watchiní Dru cheat on me with Angelus, while arranginí her dolls on top of a pile oí corpses.

(Shot of Xander looking at him in disgust. Cut to the dorm room)

TARA: Give me your hands. Form a circle. (all three hold hands, eyes closed) Children of the past, spirits of Lowell, be guided by our light. Come forth and be known to us.

GILES: H-how will we know when it works?

(A noise is heard. They all open their eyes, and see a bunch of ghostly children standing around them)

TARA: Weíll know.

(Shot of them looking around nervously. Cut to exterior of Lowell House. The door swings open. Xander steps forward, looks in)

XANDER: House is gotta be clean.

SPIKE: (bored) So letís get this over with already.

(Shot of Xander taking a breath, walking in. Spike follows. They look up. The entire staircase is covered in the leafy, spiny vines)

XANDER: We gotta move fast. No telling how long before the munchkins get homesick.

SPIKE: (shrugs) Or when Goldilocks and GI Joeís battery power runs out.

(Shot of them walking up the stairs, through the vines. Xander starts hacking through them. Cut to Buffy and Willowís dorm room)

TARA: We implore still.

(Shot of the poltergeist children watching silently)

GILES: Find it in your hearts to leave our friends passage.

WILLOW: Transform your pain. Release your past. And...uh...get over it.

(Shot of Giles looking at her, nervous. Willow shrugs. Cut back to Lowell House. Xander is ahead of Spike, hacking at vines. They make it to the bedroom door, Xander reaches for the doorknob. A wind suddenly starts blowing)

(Cut to dorm room. Wind is also there, it blows Willowís hair around. The children look up. Their hairís blowing around too. The wind howls loudly. Screeching noises are heard)

TARA: (yells) Find here the serenity you seek, the peace you -

(Shot of the red-covered table flying out from under their hands, and crashing against the door. The wind stops. They look around)

GILES: Whatís happened?

TARA: We lost them.

WILLOW: Xander.

(Cut to Lowell House. The howling and wind continue. Xander is suddenly thrown back from the door, landing on his back)


SPIKE: What the bloody hell...

(Shot of the vines grabbing Xander, and dragging him into the bathroom. The door slams shut. Spike goes over, and grabs the knob. He is then thrown back through the balcony railing, and down to the floor below. He lands half on the floor, half on a sofa)

SPIKE: (groans) Theyíre not threatening me enough to be goiní through all of this!

(Cut to Xander in the bathtub, being held underwater by unseen hands, struggling. Through the water he can see the children standing over him, watching. He canít breathe)

(Cut to Spike getting painfully to his feet, looking pissed. He lights up a cigarette. Howling and screeching noises continue. He grunts, makes his way to the stairs and stops, slowly enjoys smoking his cigarette)

(Cut to Xander in the bathtub again, heís still struggling. All of a sudden, a big burst of air bubbles is seen coming out of his mouth. He stops struggling and goes still, eyes wide open)

(Cut to Spike making his way to the bedroom door. He twists the knob but that is futile, so he then kicks the door open with his vamp strength. Shot of the bed seen from far away, as before, suddenly rushing closer and closer)

(Cut to Spike framed in the doorway, as the howling noises stop)

(Cut to Buffy and Riley in bed, naked. The light from the doorway illuminates them. They sit up, clutching the sheets against themselves)

BUFFY: Spike?! What the hell do you want?

SPIKE: Me? I want my bite back. I want not to get a stake shoved up my arse, by them pathetic mates oí yours. But most of all, I want bloody well not to be 'ere with you two!

RILEY: Hostile 17, how the -

SPIKE: (interrupts) Can it, Soldier Boy. Iíve 'ad enough for tonight Ė you and ya stupid chit of a girlfriend 'ere, youíve done enough to almost make me wanna stake myself!

BUFFY: Spike, if you donít get out of here the Initiative is so gonna -

SPIKE: (interrupts again, pissed) I know that, ya dumb bint! Like Iím gonna stay 'ere a second more than I got to! Done my job anyway Ė you can get the details of what the repressed crybabies did 'n all from that idiot partner oí mine.

RILEY: (puzzled) What? Who?

SPIKE: The nummy treat whoís been followiní her around for years, ducks, like heís some stupid bleediní lap dog or something.

BUFFY: Xander? (looks over his shoulder) Whereís -?

SPIKE: (points backwards with his thumb) Last I saw, Betty, he got 'imself dragged into that room there. (pauses) Right then, time for me to sod off! (turns around and leaves)

BUFFY: (gets out of bed, wraps the sheet around her. Looks at Riley) Iíll only be a second, I-I just wanna make sure...

RILEY: Go ahead, Iíve got to check in anyway Ė sounds like we had a situation here...

(Shot of him getting on the phone. Buffy heads out the door. Cut to inside bathroom)

BUFFY: (enters) Xander? (looks around) Xander? (finally spots the bathtub, all the water spilled onto the floor) What the...(goes up to it, sees Xanderís corpse. Screams) NO!!!!


Part Two: New Moon Rising (Episode aired 02 May, 2000)

GILES: (V.O.) Previously on Buffy the Vampire Slayer...

(Shot of Oz and Willow in bed. Willow tries to kiss Oz, but he pulls away)

WILLOW: Oz...donít you love me?

(Shot of Oz walking forward and kissing her)

OZ: (V.O.) The wolf is inside me...all the time.

(Shot of Oz walking away from the house, getting into his van)

OZ: (V.O.) Until I figure out what that means, I shouldnít be around you. Or anybody.

(Shot of the van driving away. Cut to Adamís face, then Adam killing Maggie Walsh)

BUFFY: The Initiative created this thing and they canít stop it, but we will.

(Shot of Spike trying to bite Willow, but flinching back in pain)

RILEY: (V.O.) The implant works. Hostile 17 canít hurt any living creature in any way.

SPIKE: (in the Bronze) I get this chip out, you and me are gonna have a confrontation.

(Shot of Willow and Tara holding hands and moving the soda machine, then another of them holding hands and lifting a rose)

WILLOW: I just like having something thatís...mine.

TARA: I am, you know. (pauses) Yours.

(Shot of Xander drowning in the bathtub, and then lying still)

BUFFY: (V.O.) NO!!!

(Cut to Hillcrest Cemetery, a funeral is in progress. The sun is close to the horizon in the background. Pan to a crowd of people dressed in black, or dark-colored clothing. Their attention is focused on the priest, who is standing over a coffin surrounded by a guardrail)

PRIEST: (in Latin) Et nomini patris, et fili, et spiritu sancti. [In the name of the Father, the Son, and the Holy Spirit.] (continues in English, doing the sign of the cross) We commend the soul of our brother Alexander to the Lord, as we return his body to the earth of its origin. Ashes to ashes, and dust to dust...Lord, we beseech thee to take him unto your bosom, and comfort his parents...

(Shot of Xanderís father, holding a crying woman that is assumed to be his mother. Mr. Harris looks angry, like he did in "Restless")

PRIEST: ...and loved ones in their time of grief...

(Shot of Buffy, Riley, Willow, Tara and Giles standing together. Anya is standing a little distance away from them, near Xanderís parents. Initiative commandos are in the background wearing civvies, including Forrest and Graham)

PRIEST: ...and we pray that one day, we will all be reunited in the Kingdom of Heaven. Amen. (closes his prayer book, and moves back slightly)

(Shot of Anya and Xanderís mother placing a rose on the coffin, before it is lowered into the ground. Pan across the crowd, some people mutter amongst themselves, some leave)

(Cut to later, the Scooby Gang is gathered around the grave, some of them are crying)

WILLOW: (cries) I just...I just canít believe heís gone.

BUFFY: (sniffles) This is all my fault...if I hadnít...(Riley hugs her, and she starts crying harder)

GILES: Buffy, itís not anyoneís fault. You couldnít have known what would happen ...

ANYA: (joins them) Thatís easy for you to say.

GILES: (sighs, looks at her) Anya, I-I know youíre grieving...

ANYA: (interrupts him) You have no idea what Iím going through. (looks at all of them) He tried to tell me that there was weird stuff going on during the party that night, but I didnít listen to him. If I had, we might not be here right now.

BUFFY: (looks at her in pain) Anya...

ANYA: (stares back at her) Of course, that doesnít mean that I think you and your beau are any less responsible for what happened to him.

RILEY: (somewhat angry) Hey!

BUFFY: (sobs) Sheís right.

ANYA: (shrugs) Of course I am. You should both feel shame.

GILES: Look...

ANYA: (interrupts) No. Iíve had it Ė Iím leaving Sunnydale. Right now. Thereís nothing left for me here anymore. (looks hard at Buffy and Riley) And if I ever get my powers back, you two had better watch out. (turns around, and leaves)

TARA: She Ė sheís really upset.

GILES: Y-yes, definitely. You should be careful from now on, especially when you patrol and such.

BUFFY: (still sniffling) Patrolís been totally uneventful. My kill countís way down.

RILEY: But the weird thing is, weíve been busy at the Initiative. Our squads are pulling in a lot more captures. Weíve got demons practically coming out our ears.

GILES: So the activityís shifted, but not stopped. (pauses) Interesting. (Buffy and Riley look toward someone approaching, as he keeps talking) I suspect there is a matter of some import brewing, I-I -

(Shot of Giles noticing everyone looking behind him, and he turns around. Shot of Tara looking confused. Shot of Willow looking shocked. Cut to a close-up shot of Oz, dressed in dark-colored clothes, with his hands in trouser pockets)

OZ: Hey.

(Cut to Willow)


(Shot of Oz looking around, uncomfortable)

TARA: (understanding) Oz.

(Shot of Willow looking at Tara, then looking back at Oz. Shot of Buffy looking at Willow, concerned)

WILLOW: When, when did you get back?

OZ: Few hours ago. Long enough for a shower, and to hear what happened.

RILEY: (looks at everyone, then steps forward) Hi. Iím Riley Ė I donít know if you remember me, but Iím Buffyís boyfriend now. Glad you could make it...uh, no, I-I didnít mean...

OZ: Yeah, I get it. Sorry I wasnít here to help. (pauses)

BUFFY: So are you here here, or are you just passing through?

GILES: Well, um, letís not, uh, bombard the chap with questions at a time like this, shall we?

OZ: (walks forward to Willow) Look, Iím going back to Devonís to see how long I can crash there. But...I was hoping that we could talk. Later tonight.

WILLOW: I guess so.

OZ: Iíll come by your place?


OZ: (smiles) Itís great to see you guys again. Despite everything. Really. (leaves, Willow still looks shocked)

BUFFY: (goes to Willow and touches her arm) You okay?


TARA: I just, um Ė I realized, um, Iím Ė Iím gonna be late for something.

WILLOW: Tara, wait.

TARA: No, no, itís okay. Y-you should be with your friends, and, and I-I should go. (leaves)

WILLOW: Wait...

(Shot of everyone looking at Willow, who is upset. Cut to the graveyard later that night. Riley and Buffy are walking along. He is wearing his battle fatigues, Buffy has a long leather coat and a white cap. Riley is carrying a bag)

BUFFY: Thanks for letting me stay so long to say goodbye in private, at Xanderís grave.

RILEY: No problem. I guess everyone needs to find closure, in his or her own way.

BUFFY: I still donít know how Will is gonna handle all of this. I mean, she and Xander knew each other since forever...and now that Oz is back and everything...

RILEY: So, um, I was missing something earlier at the service, right? I mean, breakups are tough, and it was a reunion at a funeral Ė but when Oz showed up, it seemed like emotions were running extra high.

BUFFY: Oz and Willow had a rough breakup.

(Shot of Riley nodding, when a monster appears)


RILEY: Hold that thought.

(Cut to Buffy ducking, and Riley punches it over her head. Thereís a long fight, with both of them up against the demon. Eventually, Riley grabs the creature and hurls it into a gravestone. It collapses unconscious)

RILEY: (takes out his radio) Base, this is Agent Finn. Weíve got an HST down. Please send a retrieval team to Sector 42.

RADIO VOICE: Roger that, Agent Finn. Weíll get there as soon as we can.

(Shot of Riley putting the radio away and picking up his bag, they walk on. Unknown to them, a pair of golden glowing eyes is watching them in the background. Cut back to Buffy and Riley)

BUFFY: So, I was just about to say something fascinating.

RILEY: Oz and Willow.

BUFFY: Right. They had a rough breakup. Some stuff came up, and Oz pretty much bailed overnight. It left Will really devastated.

RILEY: (nods) I remember.

BUFFY: The thing is that before that, they were doing great. I mean, she was totally dealing with Oz being a werewolf, it wasnít even-

RILEY: Whoa, wait. (they stop walking) Oz is a werewolf, and Willow was dating him?!

BUFFY: Yeah. Hence, the high emotions.

RILEY: Youíre kidding me. (pauses) Gotta say Iím surprised. I didnít think Willow was that kind of girl.

BUFFY: What kind of girl?

RILEY: Into dangerous guys. Thought she was smarter than that.

BUFFY: (annoyed) Oz is not dangerous. Something happened to him that wasnít his fault. God, I never knew you were such a bigot. (starts to walk away)

RILEY: (stops her) Whoa, hey, how did we get to bigot? Iím just saying itís a little weird, to date someone who tries to eat you once a month.

BUFFY: Yeah, well, love isnít logical, Riley. Itís not like you can be Mister Joe Sensible about it all the time. (Riley rolls his eyes) God knows I havenít been.

RILEY: Iím not talking about you.

BUFFY: How about we donít talk about this at all? Okay? Letís just patrol. (walks off, looking angry. Riley is confused, but follows her)

(Cut to Willow, opening her dorm room door. Oz is leaning against the doorframe)

OZ: Hey.

WILLOW: (nervous) Hey. (Oz smiles) wanna come inside?

OZ: Actually, Iíd like you to come outside. I wanna show you something.

(Cut to them walking across the campus. Itís dark)

WILLOW: (stops walking) Oz...(he stops walking too) this is all so weird. (Oz sighs, fidgets with something on his hand) I-I-I feel like...this isnít really happening. Like itís a dream or, or something.

OZ: Itís real. Look up.


OZ: (smiles) Look at the sky. (Willow looks up. The moon is full) I guess you stopped keeping track of 'em, after I left.

WILLOW: Full moon. (looks at Oz, then back up at the moon)

OZ: Full moon.

WILLOW: Full moon, but-but how? I mean (smiles) you did it! How, how did you do it? Where did you go?

OZ: Itís a long story.

WILLOW: (looks up again, then down, smiling) Oh my God, Oz! (hugs him. He holds her and closes his eyes. Willow pulls back, no longer smiling) This is...I mean, itís wonderful for you.

OZ: I asked Buffy, and she said you didnít have a new guy.

WILLOW: No. No new...guy.

OZ: (smiles, takes her hand) I know what I put you through, and Iím not gonna push. But I am...a different person than when I left. And I can be what you need now. (Willow looks sad) Thatís what I want. Thatís why I came back.

(Cut to Graham and two other commandos, walking through the woods. The other two are carrying big guns. One of them nudges Graham)


(Shot of Graham taking out his handgun. They all look and see rustling in the bushes)

(Shot of a werewolf-like monster suddenly attacking them. They try to grab it, but it shoves Graham and another soldier away. Graham goes flying backward into a tree, and falls to the ground)

(Shot of the other soldier getting killed by the werewolf. The third commando is attacked by a demon, and flies into another tree. Graham lifts his head, and sees the first creature with its mouth covered in blood. Grahamís head drops back onto the ground)

(Cut to the graveyard. Spike is staggering around with a bottle of liquor, somewhat drunk. He stops by Xanderís grave)

SPIKE: Well, if it isnít me old roomie Xander Harris! Nice new digs you got 'ere, mate. Never got the chance to come to your funeral 'n all, but lemme make up for that right now. (starts jumping and stomping on Xanderís grave)

VOICE: (sarcastic) Gee, Spike, I never knew you cared so much to go to all that effort.

(Shot of Spike whirling around, the bottle crashes to the ground and smashes to pieces. Shot of Xander standing there. He now looks like the poltergeist children who killed him)

SPIKE: (shocked) Bloody toffing hell! How did you get 'ere?

XANDER: (sardonic) Youíre surprised to see me? Come on. In 126 years, you never saw a ghost before?

SPIKE: (recovers) You may be dead, but itís pretty obvious that youíre still the same wanker you always were, Prince Charmless.

XANDER: (looks annoyed) Spike. Keep that up, and youíll regret it. Remember what it was like living with me in that basement? Try to imagine going through something like *that* for all eternity.

(Shot of Spike looking furious. He goes to punch the ghost. His fist goes straight through Xanderís face, and the vampire stumbles briefly)

SPIKE: (shudders) Whaddya want, anyway? Why donít ya go visit Red, or the Watcher, or your pet Slayer? (smirks) 'Cause, yíknow, that ex-demon girlfriend you 'ad? She ainít around no more.

XANDER: (sighs) I know. But I need you, Spike. Besides, itís too late for the cheese to protect me now.

SPIKE: (confused) What the-?

XANDER: (shrugs) Sorry. Itís all this stuff in my head. Donít know yet exactly where itís coming from, or even what it all means.

SPIKE: (shrugs) As if Iím gonna care. (turns, starts to leave)

XANDER: You should care, 'cause one thing I do know is that youíre going to die soon, Spikey-Boy Ė and so is Buffy and Willow and everybody else, if I do nothing. (Spike stops, turns around) Adamís coming for you.

SPIKE: (shrugs again) So Iíll deal with it. What exactly does he 'ave to do with me gettiní dusted, anyway?

XANDER: (sighs again) Everything. You see, it wasnít supposed to be like this, Blondie. I wasnít supposed to die yet.

SPIKE: (sneers) Aww, youíre breakiní my 'eart. (with contempt) Deal with it, ya ponce.

XANDER: (serious) You donít get it. This whole thing now is a mess I gotta fix up, as best I can. Adam is gonna offer to take your chip out, Deadboy Junior. And if you donít do what I say, the entire world is -

SPIKE: (interrupts) Color me concerned. Oh wait, thatíd mean Iíd 'ave to 'ave a soul, like that defanged poof Angelus. Tell ya what, why donít ya go bother 'im? Do it with my blessiní, too. Itís something weíd both enjoy.

XANDER: (looks cross) Angelís gonna have his own problems. He doesnít need ours. Just be ready, when I contact you again. 'Cause if you donít listen to me, Adam will eventually have you sunnyside up for breakfast.

(Cut to Buffy and Willowís dorm room in the morning. Willow is sitting on her bed, with something in her lap. Oz reclines on the end of the bed)

WILLOW: I love this.

OZ: A woman in Tibet traded it to me for the Radiohead record. Got a lot of mileage out of the barter system.

WILLOW: So Tibet was your favorite?

OZ: Well, itís where I stayed the longest. This warlock in Romania sent me to the monks there, to learn some meditation techniques. Very intense. All about keeping your inner cool.

WILLOW: Good, 'cause you were such a spaz before. (smiles) So thatís it? You keep your cool, and no more wolfie?

OZ: No, thereís more. I take some herbs and stuff. Some chanting. A couple of charms. (shows her some beads on a string, wrapped around his hand)

WILLOW: Itís incredible. Youíve been all over the world. Youíve had this...complete mind/body transformation. And Iíve just been here. (chuckles) Same old Sunnydale.

OZ: Doesnít mean you havenít gone through a lot.

WILLOW: Thatís true. Some of it, you know, was me telling myself I hated you and cursing your name. Not literally.

OZ: Well, thanks for that.

WILLOW: And, I donít know, I Ė I think Iím getting better at my spells and stuff. (They look at each other. Willow fidgets, looks at the window) Itís so light out.

OZ: Yeah, we talked all night.

WILLOW: Well, I believe a manly-sized breakfast is in order, donít you?

OZ: Or, we could just... (puts his hand on hers) sleep a little while. (gives her a meaningful look. Willow looks nervous) Whatever you want.

WILLOW: Iíll have the less confusing waffles right now.

OZ: (smiles) Breakfast it is.

(Shot of both of them getting up)

WILLOW: (suddenly stops) I canít.

OZ: (confused) What?

WILLOW: I canít not tell you something.

OZ: (frowns) Not sure where this is headed.

WILLOW: We talked all night, a-and I didnít tell you the single most important thing thatís happened since you left. I mean, life is too short to leave things unsaid Ė I, I kinda learned that from what happened to Xander.

OZ: What is it?

WILLOW: I did meet someone else.

OZ: But last night, you said there was no new guy...(suddenly he gets it. His eyebrows shoot up) Oh.

WILLOW: (looks apologetic) Uh, yeah.

OZ: (shakes head) Never saw that one coming.

WILLOW: (stammers) Uh, me neither. But that doesnít mean...

OZ: (interrupts) I should probably go.

WILLOW: No! Lemme just, ah, freshen up. We can still have breakfast.

(Shot of her taking her toothbrush and toothpaste, and exiting. Oz watches her go. A knock at the door. Oz gets up and answers it. Itís Tara, and sheís surprised to see Oz)

TARA: Oh, sorry, I-I-Iíll come back.

OZ: Are you looking for Willow? Sheís just in the bathroom down the hall.

TARA: No, no. No, itís, itís okay. (backs away)

OZ: I saw you at the funeral yesterday. Youíre a friend of hers, right?

TARA: Y-yeah. I Ė Iím a witch, my name is Tara. I-I met Willow at this coven meeting, and r-recently she introduced me to all the s-scoobies.

OZ: (looks at her suddenly) Youíre her, right?

TARA: (looks confused) What?

OZ: Willow Not for me to say. You sure you donít wanna come in?

(Shot of Tara shaking her head. She leaves. Oz shuts the door, looking emotionless. Soon Willow comes back in, and sees his expression)


OZ: Your friend came by. Tara. But she wouldnít stay. (turns away. Willow looks upset again)

(Cut to Rileyís bedroom. Riley and Buffy are asleep. The alarm goes off, and they wake up. Riley stops it. Buffy yawns. Riley turns to Buffy, and rubs her stomach)

RILEY: Morning.

BUFFY: (wearing one of his shirts) Morning. (sits up and pulls away, getting out of bed)

(Shot of Riley watching her walk away. He gets out of bed, and pulls on some pants. Stretches, starts doing pushups. Buffy comes back, wearing pants. Puts some clothes on the bed and watches him)

BUFFY: Those like, regulation? Do you have to do those every morning?

RILEY: No, just a good way to start the day.

BUFFY: (puts her clothes into a bag) Great, then you can have your perfectly balanced breakfast, and then you can call your mother.

RILEY: (stops doing pushups, did exactly ten) Okay, Iím up less than a minute, and somehow Iíve managed to piss you off. Is this about what happened with Anya at Xanderís funeral?

BUFFY: No! I, I should just go home.

RILEY: Buffy, wait. Is it that whole thing about Willow last night? (sits on the bed) Look, I only said what I said because Iím concerned. I donít wanna see her get hurt.

BUFFY: You sounded like Mr. Initiative. Demons bad, people good.

RILEY: Something wrong with that theorem?

BUFFY: (looks exasperated, walks a few steps away) Thereís different degrees of-

RILEY: Evil?

BUFFY: Itís just...different with different demons. There are creatures Ė vampires, for example Ė that arenít evil at all.

RILEY: Name one.

(Shot of the door opening, Forrest comes in)

FORREST: (looks solemn) Rye, we need you downstairs. Beta team got hit.

RILEY: (stands up) Bad?

FORREST: We lost Willis.

RILEY: (winces) Graham?

FORREST: Heís walking. (Buffy looks concerned) Weíre going on a hunt.

(Shot of Riley turning to get a shirt)

BUFFY: (to Forrest) What kind of demon was it?

RILEY: (angry) Does it matter? (walks past her, holding his shirt. He and Forrest leave. Shot of Buffy as the door closes)

(Cut to Buffy and Willowís dorm room. Willow is sitting on her bed, holding a stuffed animal. Buffy comes in with her bag)


WILLOW: Hey. You okay?

BUFFY: (rubs her neck) Yeah, I just Ė I donít wanna talk about it. I wanna hear about you and Oz. You saw him, right?

WILLOW: I was with him all night.

BUFFY: (raises her eyebrows) All night? (grins) Oh my God. (sits on Willowís bed) Wait. Last night was a wolf moon, right?


BUFFY: Then either youíre about to tell me something incredibly kinky, or-

WILLOW: No kink. (smiles) He didnít change, Buffy. He said he was gonna find a cure, a-and he did. In Tibet.

BUFFY: (smiles) Oh my God. I canít believe it. (pauses) Okay, Iím all with the woo-hoo here, and youíre not.

WILLOW: No, thereís "woo" and, and "hoo". But thereís "uh-oh", and..."why now?" And...itís complicated.

BUFFY: Why complicated?

WILLOW: (sighs, steels herself) Itís complicated...because of Tara.

BUFFY: (frowns) You mean Tara has a crush on Oz? No. (The clue-by-four hits her) Oh! (Willow gives her a nervous smile. Buffy stands up) Oh. Um...well...thatís great. You know, I mean, I think Taraís a, a really great girl, Will.

WILLOW: She is. And...thereís something between us. It Ė it wasnít something I was looking for. Itís just powerful. And, itís totally different from what Oz and I have.

BUFFY: Well, there you go, I mean, you know, you have to Ė you have to follow your heart, Will. And thatís whatís important, Will.

WILLOW: Why do you keep saying my name like that?

BUFFY: (falsely cheerful) Like what, Will?

WILLOW: (sits up) Are you freaked?

BUFFY: What? No, Will, d- (stops and sighs) No. (sits on bed) No, absolutely no to that question. (Willow looks skeptical) Iím glad you told me. What did you say to Oz?

WILLOW: I - I just blurted it out, right before we were gonna go for breakfast. (Buffy looks sympathetic) A-and I said something about life being too short, as well. Kinda dumb, huh?

BUFFY: Yeah. (momentary pause) Uh, no, I mean-

WILLOW: (nods) I get it, Buff, i-itís okay.

BUFFY: So whatís gonna happen now?

WILLOW: I donít know Ė I, I donít wanna hurt anyone, Buffy.

BUFFY: Yeah, but no matter what, somebodyís gonna get hurt. And the important thing is just to be honest with yourself and them, or itís gonna get a lot worse.

(Shot of Willow nodding. Cut to a crypt. Spike is lying on top of a coffin, covered with a blanket. Footsteps are slowly approaching. A greenish hand reaches for Spikeís throat, but he grabs it)

SPIKE: (not opening his eyes) From the sound of those massive mud flaps, Iíd peg you as a demon. Which means youíre in for a world of... (opens his eyes, and sees Adam. Starts in recognition, remembering the conversation with Xanderís ghost) pain? (gets to his feet)

ADAM: Spike, I want you to come with me.

SPIKE: Do you? (shrugs) Well, letís go then. (turns as if to leave, then spins around and punches Adam in the stomach. No effect. Spike shakes his hand in pain) Ow.

ADAM: Come. (steps forward, and Spike steps back) Youíre going to help me with my problem.

SPIKE: Why is that, exactly?

ADAM: Iím going to help you with yours.

(Shot of Spike looking shocked. Cut to Tara, opening her dorm room door. Willow is standing there)


TARA: Hi. (stands back so Willow can come in, then Tara closes the door)

WILLOW: I can only stay for a minute. I have class.

TARA: Me too, I-I-I have class too.

WILLOW: I just want you to know that what you saw this morning, it wasnít-

TARA: No, itís okay. I-I always knew that if he came back-

WILLOW: We were just talking. Nothing happened.

TARA: (hopeful smile) Oh. (pauses) Really?

WILLOW: (nods) But, you know, it was intense. We had a lot to talk about. (frowns) I kinda feel like my headís gonna explode.

TARA: (struggles for a moment) Whatever, you know, happens...Iíll still be here. Iíll still be your friend.

WILLOW: Of course weíll be friends! Thatís not even a question.

TARA: (upset) But Iím saying, I know what Oz means to you.

WILLOW: How can you, when even Iím not sure? I mean, I know what he meant to me. But he left, and...everything changed. I changed, and...then we--

TARA: What?

WILLOW: (teary) I donít know. I just Ė life was starting to get so good again, and -- (sighs, moves closer to Tara) youíre a big part of that. (starts crying) And here comes the thing I wanted most of all, and...I donít know what to do, I...I wanna know, but I donít.

TARA: (looks sympathetic, brushes the tears off Willowís cheek) Do what makes you...h-h-happy.

(Shot of Willow hugging her. Tara strokes Willowís hair. Cut to the inside of one of the college buildings. Oz is looking at a wall covered with flyers and posters)

OZ: (wrinkles his nose, just as Tara walks by) Willow?

(Shot of Tara stopping and looking at him)

OZ: (looks confused, walks toward Tara) Hey. I thought I sm...ah, heard Willow.

TARA: (looks nervous, clutching books to her chest) Hey.

OZ: Have you seen her? (still sniffing the air)

TARA: (nervous) I, I-

OZ: (looks at her closely) Is that Willowís sweater?

TARA: (looks down) Uh...

OZ: (moves closer) You smell like her. (Tara still doesnít look at him) Sheís all over you, did you know that? (getting angry)

TARA: I canít. I-I canít talk about this. (tries to walk away. Oz grabs her arm)

OZ: (calms down, lets her go) Wait. Please. I she in love with you?

TARA: I-I donít know.

(Shot of Oz starting to change, his eyes go black. He concentrates, and it goes away)

OZ: Sorry. I...gotta go. (leaves. Cut to Adamís underground lair)

SPIKE: Well, that sounds like a lotta fun.

ADAM: You see my problem, though. Total annihilation of the humans doesnít help me. Iíll be needing heavy casualties on both sides.

SPIKE: I get that. Iím still not sure 'ow the Slayer fits in, though.

ADAM: The humans need a leader...a champion. The Slayer can do that.

SPIKE: (skeptical) Yeah. But the thing about the Slayer is...sheís a whiny little thing, but when it comes to the fightiní, she does have a slight tendency to win.

ADAM: Then I guess you should be on her side.

SPIKE: (looks down, smiles secretly. Looks back up) This all goes down, the chip comes out, yeah? No tricks.

ADAM: Scoutís honor.

SPIKE: (still suspicious) *You* were a Boy Scout?

ADAM: Parts of me. Now, on to something to help you gain the Slayerís trust.

SPIKE: Whatís that then?

ADAM: Saving the life of someone she loves. And who is very important to me.

(Cut to Willow in the college library, pretending to read. Tara comes in)

WILLOW: (sees her and gets up) Hey. Whatís up?

TARA: I-I met...Oz. W-we were talking and, and he almost changed. His eyes were black happened r-right in front of me.

WILLOW: What? Canít be Ė itís daylight.

TARA: I know, b-but it happened.

WILLOW: Are, are you all right?

TARA: Iím fine.

WILLOW: Look, I-I have to go. I have to talk to him. (runs off, Tara looks upset. Cut to Riley and Forrest and a bunch of other Initiative guys on patrol that night. Riley looks around and takes out a tranquilizer gun, as if on a hunch)

FORREST: (examines device readout) Weíve got movement.

RILEY: Where?

FORREST: Right over...

(Cut to a werewolf jumping out at them)

FORREST: (points) ...there!

(Shot of Riley shooting it in mid-flight, and it collapses in front of them)

COMMANDO 2: This thing looks like it might be one of the creatures that took out Grahamís guys last night.

RILEY: I know. We may all want to kill it right here and now, but we follow procedure. Take it back. Make an ID. If it is, *then* weíll put it down.

(Cut to Gilesí place. Buffy, Willow, Giles, Tara and Oz are there)

BUFFY: Giles, I *know* somethingís up. Riley would have returned my phone calls by now.

GILES: Y-you really think somethingís amiss in the Initiative?

BUFFY: Please. My spider-senseís all tingly. Definite monster-ama, and heís like missing-in-action. With them giving me the run-around. I gotta go in to find him. God, I wish Xander was still with us Ė I could use someone whoís been down there for backup.

OZ: (stands up from the couch) Iíll do it.

WILLOW: I can come with you.

BUFFY: (looks at her) No. Look, itís too dangerous, Will. Besides, I need you to hack into the cityís electrical grid. Weíve gotta try to power down the Initiative to cover our getting Riley outta there.

WILLOW: (looks at Tara) Okay.

(Shot of Oz looking away)

BUFFY: (looks at Oz) Okay. (sighs) Now, the only way I know into the Initiative is through the elevator in the Lowell House. But my clearance is long gone.

GILES: You could try forcing one of the commandos to take you down there.

SPIKE: Or, you could just use the back way. (Everyone turns to see Spike standing by the closed door) Helluva lot less bother.

GILES: How did you get in?

SPIKE: Door was unlocked. You might wanna watch that, Rupert. Someone dangerous could come in.

BUFFY: Or someone formerly dangerous, and currently annoying.

SPIKE: (extremely amused and pleased with himself) Now, now. None oí that. Or I wonít help you take out GI Joeís assassin. (Everyone looks surprised. He looks at Buffy) Your boyfriendís in a whole lotta trouble, Miss I-Can-Do-It-All-Meself. Somethingís out to kill 'im. Good news travels fast with us demons. We all love a good laugh. (chuckles)

GILES: Short of cash, Spike?

SPIKE: I 'appen to be seekiní monetary gratification, yeah. So? Blood and beer donít grow on trees, ya know.

BUFFY: Uh-huh. So whatís the going rate on a wild goose chase, Spike?

SPIKE: Fine, if youíre not interested. But I was stuck in that hole, remember? And Iíve 'eard things from other guys whoíve gotten out. I can get ya in. No alarms, no problems.

(Shot of everyone looking at Buffy. Cut to the Initiative. Colonel McNamara enters a room, and goes over to Riley. Riley gets up at his desk, and stands at attention)

COLONEL: At ease.

RILEY: Request permission to report, Colonel.

COLONEL: Denied. (Riley looks surprised) Being new around here, Finn, I had a look at your record and Professor Walshís notes. Until recently, you were an exemplary soldier headed straight for the top. Then you meet this girl, this...Slayer, and suddenly you begin to exhibit signs of disloyalty. That, and abusing your privileges.

RILEY: (frowns in confusion) Sir?

COLONEL: You will speak only when I tell you to! (Riley goes back to attention) Tomorrow, Iím going to institute an investigation into the extent of your involvement with the Slayer and her band of freaks. (pauses) From what Iíve read theyíre anarchists, Finn...too backwards for the real world. You help me take them down, youíll further your military career. Otherwise, you just might find yourself transferred to Anchorage or Antarctica. (Riley looks shocked. Colonel McNamara turns and heads for the door) Trust me, sheís not worth it. (leaves)

(Cut to Buffy, Oz, and Spike walking through the woods, armed. Both Buffy and Oz are wearing white lab coats, and Spike is wearing green army fatigues)

BUFFY: Iíve mentioned how much Iím gonna kill you if this is a scam, right?

SPIKE: Look, would I wear this if I wasnít on the up-and-up?

BUFFY: Sure you would. Green and dusted is all the in-look this year.

OZ: Buffy...check it out.

(Shot of the hidden doorway. Oz and Buffy look at each other. Spike walks toward it)

(Cut to Adam in his lair, working on a computer. The metal part of his face is hinged back, and wires are running into his skull from the computer. Cut back to Spike pulling the doors open)

SPIKE: For a nasty town like Sunnydale, nobody seems to mind their locks.

BUFFY: (looks briefly at Oz, and says to Spike) You first.

(Shot of Spike rolling his eyes. He enters. Cut to Adam. Something beeps, and he looks at another computer screen. Itís showing diagrams of underground tunnels. Cut to Willow working on a computer, while Tara looks on)

TARA: N-now type in....(looks at paper maps of the area) X-H-4-J-7 for the emergency shutdown command. Th-that covers the entire electrical grid for the university, and the outlying area.

GILES: (behind them) A-anything I can do to help?

WILLOW: (not looking at him) No.

GILES: (looks away) As you say. (goes and pours himself a drink, downs it in one gulp)

(Shot of Willow typing into the computer. Cut to Adam at his computer. The words "EMERGENCY POWERDOWN IN PROGRESS" flash on his screen in red)

(Shot of Buffy, Spike and Oz in the hallways of the Initiative. Suddenly the lights go out. Blue emergency lights come on)

(Shot of the UC Sunnydale campus, going black section by section. Shot of Tara and Willow as the power in Gilesí apartment goes out, but the computer stays on)

TARA: (smiles proudly) We did it! (holds up her hand) Slap my hand.

WILLOW: Okay...(slaps her hand)

TARA: N-now me.

(Cut to the Initiative. Buffy bursts into a room, the others wait outside)

RILEY: (is pacing around, stops when he sees her) Buffy? What are you doing here-?

BUFFY: No time to talk. The thing you guys captured tonight? Itís here to kill you. We gotta get you outta here.

(Sirens are suddenly heard, and a computer voice announcing "Security breach". Buffy and Riley go outside, see the werewolf monster stalking down the corridor. Riley starts to go towards it, weapon drawn)

BUFFY: (stops him) Are you nuts?

RILEY: Buffy, this is my job. Iím not gonna hide from this thing.

(Shot of Buffy pushing him back into the room and closing the door, over his protests. Suddenly, the werewolf stops and growls at Oz)

OZ: We got trouble.


SPIKE: Where *are* all those bloody nancy-boy commandos? This is pathetic.

BUFFY: (annoyed) Spike ...

(Shot of Oz suddenly wolfing out, and attacking the other werewolf. Buffy aims at them but doesnít dare fire, for fear of hitting Oz. Thereís a fight, and eventually Oz rips out the other werewolfís throat out, like he did with Veruca in "Wild At Heart")

COLONEL: (suddenly appears) What the hell is going on here? (sees Buffy) You!

(Cut to the gang walking down the halls, with Buffy holding her crossbow to Colonel McNamaraís head. Oz is back to normal, dressed in her white lab coat, and Spike is bringing up the rear)

VOICE: Hold it!

(Shot of the hallway in front of them suddenly filling up with soldiers, holding guns. More soldiers appear at the other end of the hall. Buffy and the others are trapped)

BUFFY: Stay back...or Iíll pull a William Burroughs on your leader here.

(Shot of everyone looking confused)

OZ: (looks puzzled) Heíll die of old age, after listening to a long speech?

BUFFY: (looks annoyed) Was I the only one awake in English that day? (Slowly, like youíd talk to an idiot) Iíll kill him. (to the Colonel) Tell them to back off. (he nods to the soldiers, who lower their guns) Okay, letís go.

(Still holding the Colonel, they go back down the hall. The soldiers follow. They get into the elevator)

(Shot of everyone standing silently looking at each other, until the elevator stops. Spike leaves at once. Oz opens the elevator control panel and rips out the wires, creating lots of sparks. The Colonel glares at him. Buffy gets out of the elevator, still covering the Colonel with her crossbow. Oz follows)

COLONEL: (stares at him) Youíre a dead man, whoever you are.

OZ: (turns around) No. Iím not. (his eyes turn black, the Colonel looks concerned) And you shouldnít make threats you canít keep. (the doors then shut)

(Cut to the old Sunnydale High ruins. Buffy and Riley are setting up a campsite. They have coolers and a camp lantern. Riley spreads a sleeping bag on the ground. Buffy pours some liquid from a thermos)

RILEY: Glad I found you all so quick. And, I hope everybody else is gonna be okay. But it was better to split up for tonight, donít you think so? I mean, you guys were just too findable in a big clump.

BUFFY: Yeah. Besides, I think itís mostly me the Initiative wants now. (sits on the sleeping bag and sighs) Probably. Oh, God, what am I gonna do?

RILEY: (comfortingly) Youíll be safe for tonight, at least. The campus is still blacked out, so thatíll slow things down. Weíll - (gestures) figure out something tomorrow.

BUFFY: (sighs) Quite a day, huh? (Riley nods) Woke up to a big bowl of Wheaties. Now Iím a fugitive. Story of my life. (comes over to sit next to him)

RILEY: I donít know. You guys saved *my* life. Iíll try to explain that to them. (Buffy looks pensive) Buffy, I Ė I just wanna say I was wrong about Oz. I *was* being a bigot.

BUFFY: (shakes her head) No you werenít. You were thrown. You found out that Willow was in...kind of an unconventional relationship, and it gave you a momentary wiggins. It happens.

RILEY: Still...I was in a totally black and white place, people versus monsters, and it ainít like that. Especially when it comes to the important things in life. I mean, whoíd have thought that Hostile 17 Ė Spike Ė would help save my life not once, but twice?!

BUFFY: (looks up, and comes to a decision) Um, I just gotta say that Willow was totally right about that Ďlife is too shortí thing. I have to tell you some stuff...about my past. And itís not all stuff that youíre gonna like.

RILEY: (looks a little nervous. Knows this is important) You can tell me anything.

BUFFY: I think so. (smiles) Yeah. I know so. Uh, m-most of it has to do with someone called (pauses) Angel.

RILEY: (grins) With a name like that, this person canít be all bad.

(Shot of Buffy staring at him. Rileyís grin fades away. Cut to Oz and Willow, sitting in Ozís van)

OZ: (doesnít look at her) Thanks for coming to see me. (pauses) I guess I shouldnít have come back. I mean...maybe, I should just leave town...

WILLOW: (panicked) No! We lost Xander...I donít wanna lose you too. (calms down) I know Iíve changed Ė but Oz, so have you. I mean, you brought the wolf out, but then it went away when you wanted it to. Buffy and Tara told me.

OZ: (looks at her) So...youíre happy? With Tara?

WILLOW: (smiles) I am. I canít explain it, but-

OZ: (interrupts) was stupid to think that youíd just be waiting.

WILLOW: I was waiting. I feel like some part of me will always be waiting for you.

OZ: (silent for a moment) But I guess now is not the time for us to be together, right?

WILLOW: (shakes her head) No. (They look at each other) What are you gonna do?

OZ: Go back to Devonís for tonight. If you or Buffy ever need anything, heíll know where to find me.

WILLOW: Really?

OZ: Pretty much the game plan.

(Shot of Willow and Oz hugging. Cut to a shot of the campus still in darkness. Cut to Tara in her darkened dorm room, looking out the window. Thereís a knock on the door, she gets up to answer it. Itís Willow, holding a candle)

WILLOW: Hi, I-I brought you a candle. I heard, itís still supposed to be dark for a long time. (Tara doesnít say anything. Willow steps forward and gives her the candle, closes the door behind herself) Tara, I have to tell you...

TARA: (interrupts) No, I Ė I understand. About you and Oz.

WILLOW: (smiles softly) I donít think so.

TARA: (confused) Huh?

WILLOW: Oz and I just parted company. Uh, literally.

TARA: (amazed) Oh, right.

WILLOW: Yísee, Oz and me...well, i-itís just not. I gotta be with the person I love now.

TARA: (starts to smile) Me?

WILLOW: (smiles back) You bet.

(Shot of Tara placing the candle on the table. Camera angle focuses on candle. Cue sounds of the two of them kissing)


Part Three: The Yoko Factor (Episode aired May 9, 2000)

(Shot of a wide-screen monitor. A white-haired man in a suit sits behind a desk. Heís in a dark office, and the reflection of Colonel McNamara is seen on the glass of the screen)

MR. WARD: And the men?

COLONEL: These are exceptional boys. Their capture ratio just keeps increasing. *Theyíre* keeping it together. Moraleís a problem, what with the death of Professor Walsh and the escape of the prototype. Controlling the HSTs is getting harder. We have serious overcrowding in the containment areas.

(Camera angle has slowly panned away from the monitor to the Colonel, as he was speaking. Heís standing alone in some kind of communications center in the Initiative. There is a large world map on one wall)

MR. WARD: Quite a mess.

COLONEL: Itís not my mess, sir. Iím just holding the fort, while you figure out what you want to do with the place.

MR. WARD: This attempted assassination incident with Finn was disturbing.

COLONEL: Boyís currently on TDY, pending further investigation. Quite frankly, I donít think heís the soldier that you all hoped he was. Thinks too much.

MR. WARD: Nevertheless, we want him on board. The governmentís invested a sub--

COLONEL: (interrupts) My feeling is...he can be controlled through the girl.

MR. WARD: Yes, uh...(puts on reading glasses to look at something on his desk) Buffy Summers. (removes his glasses) Our data banks donít have much on her.

COLONEL: (shrugs) Sheís just a girl.

(Cut to a loud voice)

SPIKE: (sighs) Sheís a lot more 'n that. (Shot of a chamber underground, in the sewers. Light reflecting off water is shimmering on the wall behind him, as he walks across the room) The Slayerís dangerous, I 'ope ya know.

(Tracking shot of Spike, until Adam is seen standing in front of a computer set-up in his hideout. Adam slides a disk into his drive slot, in the metal plate covering his left pectoral)

ADAM: Yes. She makes things interesting.

SPIKE: (walks to him) No. Youíre not payiní attention to what Iím sayiní. (paces again) Little Miss Tinyís got a habit of bollixiní up the plans of every would-be, unstoppable badass who sets foot in this town. (stops to face Adam) Just want ya to know, when the big ugly goes down, the Slayerís gonna be right in the thick of it. You ready for that?

ADAM: Iím counting on it. (Spike lights up a cigarette) So. You said two Slayers.

SPIKE: (closes the lighter) Thatís right. (sits on an old beat-up couch)

ADAM: And you killed them both?

SPIKE: (grins) Yeah. I killed the hell out of them.

ADAM: Yet you fear this one?

SPIKE: (offended) Hey, watch it mate. I donít fear anything. Just know my enemies.

ADAM: Do you? Then why havenít you killed this Slayer yet?

SPIKE: Because...(trails off) stinkiní rotten luck is why. On top oí that, now I got this buggeriní chip up my 'ead.

ADAM: Yes. Your behavior modification circuitry. I know what you feel.

SPIKE: (scoffs softly) Not likely.

ADAM: (stands in front of him) You feel smothered. Trapped, like an animal. Pure in its ferocity, yet unable to actualize the urges within. Clinging to one truth. Like a flame, struggling to burn within an enclosed glass. That a beast this powerful cannot be contained. Inevitably, it will break free and savage the land again. I will make you whole again. Make you savage.

SPIKE: (moved, has to blink back tears in awe) Wow. (composes himself) I mean, *yeah*. I get now why all the demons fall in line with you. (sits up) Youíre like Tony Robbins. If he was a big, scary...Frankenstein-looking-- (reconsiders) youíre exactly like Tony Robbins.

ADAM: I will restore you to what you once were. When I have the and where I want her.

SPIKE: (pauses, seems to think about it) Sheís crafty, yíknow. Her and her friends.

ADAM: Friends?

SPIKE: Thereís your --whaddya call it-- variable. The Slayerís got pals. You want 'er evening the odds in ya fight, you donít want her little Scooby Gang there muckiní about.

ADAM: Then we take them away from her.

SPIKE: (perks up at this) Good idea, that. If sheís workiní solo, they wonít be there to stake me when the wild rumpus begins. (chuckles) Plus, itíll make the Slayer miserable. And I never get tired oí that. (sits back again, smiles at the prospect) Yeah. Lemme do it Ė Iím really lookiní forward to it 'n all now.

ADAM: You canít hurt them. What can you do to make sure theyíre out of the picture?

SPIKE: Not a blessed thing. Theyíre gonna do it for me. (brings his cigarette to his lips, and takes a drag)

(Cut to Stevenson Hall, room 214. The room is dark. The door opens, and Buffy enters switching on the light. Sheís still wearing the clothes she had when she was in L.A., to see Angel in AtS "Sanctuary")

(Shot of Buffy closing the door. She sees Willowís bed Ė which looks as if it hasnít been slept in for quite some time. She tiredly rubs a hand over her face, and crosses the room to lay on her own bed. She doesnít close her eyes, and there is a forlorn look on her face)

BUFFY: (to herself) Welcome home. How was L.A.?

(Cut to interior shot of Gilesí apartment. Heís sitting on the side of his sofa, playing ĎFreebirdí on his guitar)

GILES: (sings) If I leave here tomorrow (cut to a wider shot) Would you still remember me? (the camera pans slowly around him)

GILES: (continues singing)

Well I must be traveling on now

Thereís too many places Iíve got to see

And if I stay here with you girl

Things just couldnít be the same

'Cause Iím as free as bird now--(high-pitched gasp)

(Shot of Giles jumping up from the couch, startled to see Spike standing in his home. The vampire heads for the kitchen)

SPIKE: You know, for someone whoís got ĎWatcherí on his résumé, you might wanna cast an eye to the front door every now and again.

(Shot of Giles removing his glasses, looking peeved. He rounds the sofa and stands at the entrance of the hallway, as Spike opens the refrigerator)

GILES: What do you want?

SPIKE: Ah. (takes out a bag of blood) Knew I left one. (closes fridge) Buffy around?

GILES: Why? (moves in front of the bar)

SPIKE: (pops the plastic bag into the microwave, and turns it on) Need to speak to the lady oí the house. Hey, be a pet and give 'er a message for me, will ya? Tell her I just might 'ave somethiní that I think sheíd want.

GILES: And what might that Ďsomethingí be?

SPIKE: (regards him with little importance) Information. Highly classified. Not cheap word-on-the-street prattle, either. Iím talkiní about the good stuff now.

GILES: (sits on one of the stools unimpressed, and puts his glasses back on. Crosses his arms) Thrill me.

SPIKE: (sighs) Itís nothiní I know. What, you think Iíd just come over 'ere sayiní "I got a secret, beat me up till I talk"? Thereís files in the Initiative. Iím pretty sure I know where.

(Cue sound of the microwave beeping)

GILES: (interested) Files?

SPIKE: (takes out the bag) Yeah. Secrets. (bites open a corner of the bag, grabs a coffee mug, and starts to pour the blood) Mission statements. Design schematics. All of Maggie Walshís dirty laundry, which I guess would include lotsa tidbits about--

GILES: (removes his glasses) Adam.

SPIKE: Well, yeah. Say someone were to risk his life and limb --well, limb anyway-- to obtain said files. It might be worth a little somethiní. (lifts the mug to his mouth and drains it)

GILES: A-at...this point, a cynical person might think that youíre offering just what we need when we need it most.

SPIKE: That personíd be right, Rupert. Supply and demand. And, it wonít be cheap this time.

GILES: What do you want?

SPIKE: (seems to think about it, as he sets the mug down next to the sink) Hmm, yearís supply oí blood, guaranteed protection, merry bushels oí cash, and, most important...a guarantee that Iím not to be in any way slain.

GILES: (puts on his glasses) Done.

SPIKE: (sarcastic) With a smile and a nod from you? Sorry. Not close to good enough. This dealís with the Slayer.

GILES: (patiently) Iíll tell her.

SPIKE: Oh, youíll tell her! Great comfort, that. What makes ya think sheíll listen to you?

GILES: Because...(trails off, unsure)

SPIKE: (patronizingly) Very convinciní.

GILES: (annoyed) Iím her Watcher.

SPIKE: (pitying look) I think youíre neglectiní the past tense there, Rupert. Besides, she barely listened to you when you were in charge. Iíve seen the way she treats you.

(Shot of Giles appearing uncomfortable at his words. He grabs a bottle off the bar, and starts to pour himself a drink)

GILES: Oh, yes? And howís that?

SPIKE: Like a retired librarian, with all the quirks that said unemployed develop. Same way everyone does. (Giles doesnít say anything, and continues to pour) Look, Iíve got what she wants as long as she 'as what I want. (walks out of the kitchen and heads for the door, passes Giles) Spread the word. She knows where to find me.

GILES: (softly, without authority) Iíll think about it.

(Shot of Giles bringing the glass to his lips, as he hears the sound of the front door closing. Cut to Taraís dorm room, Willow sits on the bed with a book. Tara sits on the large chest at the foot of the bed, looking though the course selection booklet)

TARA: You still need an elective. (glances down at the booklet) How about...Sophomore Level Psychology?

WILLOW: (looks at her) Uh, kinda psyched out since Professor Walsh. Maybe something fun, like drama. I could be dramatic. (does funny voice) ĎI pity the fool who messes with my car!í

TARA: (laughs) Definitely drama.

WILLOW: I havenít even dealt with the housing situation yet. Have you done anything? I hear thereís some off-campus places that are way cool for groups to, yíknow, go in on.

TARA: Oh, I just figured youíd be dorming it up with Buffy again.

WILLOW: Well, we havenít really talked about it. I used to assume weíd be roomies through grad school, well into little old ladyhood. You know, cheating at bingo together and forgetting to take our pills.

TARA: But?

WILLOW: But...I donít know. It hardly feels like weíre roomies now. I mean, sheís busy with Riley, and Iím gone a lot too. (considers this, and doesnít look happy about it) I guess I should ask her.

(Cut to exterior of Stevenson Hall. Cut to close-up of the ĎChocolateí poster on Buffyís door. There is a knock on the other side)

BUFFY: (opens it) Riley.

RILEY: (comes in) Hey. I thought youíd be back from L.A. by now, and I got a little tired of sitting around waiting for you to call, so...

BUFFY: Oh, that. Yeah. (walks over to her desk, to stack a textbook on top of another book)

RILEY: (concerned) You okay?

BUFFY: (faces him, leaning on the desk) Yeah. I just -- Angel kind of upset me.

RILEY: What? How?

BUFFY: Itís not that interesting.

RILEY: Got my attention.

BUFFY: He just spun my head a little.

RILEY: (suspicious) You donít want to talk about it.

BUFFY: (evasive) I-itís just deconstructing Angel can wait. Right now, I just want to get out there and patrol and Ė and find Adam. We can talk about it...later.

RILEY: (seems a little hurt by this, but tries to cover it) Tell you what, why donít I get out of your face? You had a long trip and all...

BUFFY: (quickly) Hey, you donít have to go.

RILEY: Itís okay. (forces a grin)

BUFFY: (quietly) All right.

(Cut to the hall. Close-up shot of Riley, as he closes the door. He is less than happy, as he walks away)

(Cut to the woods. Buffy is patrolling, walking on a dirt path leading up to a cave entrance. She carries the blaster Professor Walsh gave her, in "The I In Team". Sheís heading towards the cave, when Forrest jumps out into the path behind her and she whirls around to face him. They point their blasters at each other)

FORREST: Donít shoot. I can have backup here in under a minute, but Iím busy, so hereís a plan: you go your way, Iíll go mine.

BUFFY: Okay. (turns and continues to the cave. Forrest starts to follow but stops, when she looks back at him) Iím checking out that cave.

FORREST: My orders exactly.

BUFFY: Alone?

FORREST: Weíre spread a little thin, so yeah. Familyís tearing apart.

BUFFY: (sarcastic) Family. Right. Can you define dysfunctional? (turns and enters the cave. Cut to interior. Buffy steps inside, followed by Forrest)

FORREST: Wasnít like that until you showed up.

BUFFY: What, no girls allowed?

FORREST: Ha, ha. You think youíre the first girlfriend Rileyís ever had?

(Shot of Buffy stopping to glare at his back, as he continues ahead)

FORREST: Such a big head on that skinny little body. (stops to face her) No. Youíre just the first one to get our C.O. so pissed off at Rye, that it's ruined his career. And, yeah, I got a problem with that.

BUFFY: His career? Doing what? (steps closer to him) Catching things your lab boys experiment with, but canít possibly understand? Whatís the Initiative trying to prove, anyway...that theyíre heroes for doing this? I think you remember my friend Xander, you were at his funeral. He *was* a hero, he died for me and Riley! Think you can compare to him?

FORREST: Iím sorry about what happened to your friend. But that doesnít mean squat, concerning my opinion about you. Now why donít you just beat it before I-- (takes a threatening step to her)

BUFFY: (angry) Touch me, and youíll find out what Slayer strength is really like.

FORREST: (gamely) I think itís about time you showed me, then.

ADAM: (V.O.) Yes. (Buffy and Forrest look back the way they came, and see Adam suddenly standing there) I think that would be interesting.

(Shot of Buffy and Forrest both having Ďoh, shit!í expressions)

FORREST: (speaks into his radio) All teams, this is Agent Gates. The prototypeís location is acquired Ė all teams, requesting backup right now...(moves forward, but Buffy is between him and Adam, and she shoves him back hard)

BUFFY: Get outta here!

(Shot of Forrest falling to the ground, as Buffy and Adam fight. Adam throws her across the cave, and she slams into the rock wall, dropping to the ground. Adam turns his attention to Forrest, and his Polgara skewer juts out of his left arm)

FORREST: (gets back on his feet) Not a chance. (advances forward)

(Shot of Forrest raising his blaster, and firing it at Adam. Reacting to the blast, Adam arches back, his arms wide as if accepting the charge. The rings of electricity course over his body, then seem to be absorbed within him)

ADAM: (looks at Forrest) Thank you.

GRAHAM: (suddenly enters, weapon ready) Forrest?

BUFFY: (gets to her knees, yells to both commandos) Go! Both of you, get out now!

(Shot of Forrest too close to Adam, with his weapon aimed for another shot. The cyber-demonoid comes forward quickly and hits him with the skewer, shoving it through his lower body near the hip)

BUFFY: (unison) NO!

GRAHAM: (unison) NO!

(Shot of Forrest going limp with a shocked expression, and Buffy running towards them. With his free arm, Adam tosses Forrest in the air Ė he slides off the skewer and crashes into Buffy, knocking her down. Adam immediately picks up Forrestís blaster)

GRAHAM: You-! (fires at Adam, with no more effect than before. Buffy pushes Forrestís body off of herself, and gets to her feet. Graham comes forward and shouts at Adam) Donít even think it!

(Shot of Adam ignoring him. Adam aims at Buffy with the blaster, and fires it. It just barely misses her, blowing apart a huge chunk of the cave wall)

(Cut to Graham and Buffy quickly grabbing Forrest and hauling him out. Cut to outside, they stumble out of the cave. Buffy takes a quick glance over her shoulder, but it doesnít look like Adam is after them. They stop and put Forrest down)

GRAHAM: (looks at Forrest) My God...(checks for a pulse, sighs and starts to stop the bleeding) thank heaven, heís still with us. But we gotta get him to a medic fast.

BUFFY: You okay?

GRAHAM: (looks at her briefly) Yeah, I...(suddenly they see Initiative commandos with balaclavas on, appear in the distance) You better get out of here. Colonel McNamaraís still mad about that stunt you pulled. Iíll tell Riley that youíre okay.

(Shot of Buffy nodding, and she starts running off down the hill. Suddenly, she loses her footing on the edge of a steep slope, and tumbles down the incline. She doesnít roll very far, before sheís stopped by a large rock sticking out of the ground, hits her head hard)

(Cut to overhead shot, looking down on her. Buffy is lying unconscious beside the rock. Her head is turned to the side, thereís a gash on the left side of her forehead and a bruise already forming next to her eye)

(Cut to elevated shot of Sunnydale. Nighttime. Cut to Spike, walking casually down the steps to the courtyard of Gilesí apartment building. Heís wearing the commando garb he used previously in the raid with Oz and Buffy, in "New Moon Rising")

(Shot of Spike as he stops before reaching Gilesí front door. He takes one last pull on his cigarette, then grounds it out under his boot. He stands there for a moment, then takes a couple of deep breaths, prepping himself, and rushes into the apartment)

SPIKE: (closes the door) I think I lost the buggers.

WILLOW: (stands up, from where she was sitting at Gilesí desk) Any luck with the disks?

SPIKE: (pulls out a few disks from the pockets of his flak jacket and commando pants, hands them to her) Took what they had. Should be somethiní useful on one of 'em.

WILLOW: Hope so. (sits down again in front of her laptop. Tara is standing beside her)

TARA: What are we looking for?

WILLOW: (slides one of the disks into her laptop) Anything about Adam.

GILES: (pours himself a drink, sitting at the bar. He doesnít sound completely sober, and asks without interest) Were there any problems getting in and out?

SPIKE: No. I mean, a coupla them made me on the way out, but I took care of 'em.

GILES: (sarcastic) Gave them a good running-away-from-them, did you?

SPIKE: (shoots him a look) Well, yeah. When do I get paid?

GILES: When Willow tells me youíve brought us something useful.

(Shot of Spike turning his attention to Willow. Tara is looking at what sheís doing with interest and he notices the subtle but intimate way, sheís stroking a lock of Willowís hair. He raises a thoughtful eyebrow, taking note of this. Then he steps up behind Giles)

SPIKE: I couldíve gone straight to the Slayer, yíknow? I cut you in, let you pretend youíre actually in charge, now youíve gotta wait for Redís permission to finish the deal?

GILES: (seethes into his drink) As soon as we see whatís on the disks.

(Cut to a shot of the laptop. It starts making electronic jittery noises)

TARA: It looks like gibberish.

(Shot of Giles and Spike looking over at them)

SPIKE: Gibberish?

WILLOW: Theyíre encrypted.

GILES: Oh, wonderful. (steps away from the bar, and disappears down the hall. On the laptop, there are small symbols crisscrossing the screen)

SPIKE: Can you fix this?

WILLOW: Crack a government encryption code on my laptop? Easy as really difficult pie. Why?

SPIKE: (sighs) Youíre not exactly the whiz these days, yíknow. God, Iím never gonna get paid.

WILLOW: (shifts uncomfortably in her chair, affected by the offhand remark) I am a whiz.

TARA: She is a whiz.

WILLOW: If ever a whiz there was. I-I just need some time.

SPIKE: No, I just heard you...(Willow hits a key and the jittering stops) youíre not playiní with computers much nowadays. (indicates Tara) More into the new thing.

WILLOW: (frowns) What new thing?

SPIKE: (points) You two. The whole wicca thing. The Watcher and Britney Slayer were chattiní away, and I overheard some things.

WILLOW: They Ė they were talking about that?

SPIKE: Can we get back to business 'ere? I got a deal at stake.

WILLOW: (very concerned now) What did they say?

SPIKE: (sighs impatiently) Well, yíknow, that itís just a phase. And youíll get over it.

WILLOW: What? Who said that? Was it Buffy? (to Tara) ' know what she means by that.

SPIKE: No, she was defendiní ya. 'Cause Rupert was sayiní that you were probably just beiní trendy.

WILLOW: (astounded) Giles? He said...trendy?

SPIKE: (shrugs again) I dunno what they were goiní on about. A person wants be a witch, thatís their business.

WILLOW: (shakes her head thoughtfully, says softly) I knew Buffy was freaked.

TARA: You should talk to her, 'cause Iím sure she--

SPIKE: (interrupts) Pressiní business, ladies. (points to the screen) Donít wanna get sidetracked. (taps it with his finger) Still got your monsters to fight.

(Cut to the Initiative, the containment area. Close-up shot of a butt-ugly demon, who steps too close to the sliding glass wall of its cell, and is zapped by a charge of electricity. Pan to show the place filled with demons. Every cell is occupied, some with more than one denizen. Demons growl loudly)

(Shot of Colonel McNamara walking in with a lieutenant, they make their way down the long row of white cells)

LIEUTENANT: Cell capacity maxed out three days ago, sir. We keep up this pace, theyíll be nowhere left to contain the hostiles.

COLONEL: (coldly) Theyíre animals, Lieutenant. We pack them in until weíre out of room, and then we pack them in some more.

LIEUTENANT: (worried) Theyíre going to start tearing each other apart, sir.

COLONEL: I have no problem with that scenario.

(Shot of two demons in the last cell fighting, their claws at each otherís throats, as the two men reach the other side of the containment area)

(Cut to the communications room, which is filled with techs and alive with activity and radio chatter. McNamara and the lieutenant enter, and their attention is immediately drawn to someone whoís receiving an urgent message for help from one of the squads out in the field)

COMMANDO: (on radio) Backup team! Request immediate backup! Over! Heís tearing us apart over here! Two men down! From out of nowhere! Mayday! Repeat! Mayday!

(Cut to Riley at the remains of Sunnydale High, investigating the ruins, his flashlight beam moving along the walls. He lifts up his radio)

COMMANDO: (on radio) --Team Epsilon requesting immediate backup! Weíre in the alley behind the school building! Where the hell is Ė fall back! Fall back! Itís coming--

(Shot of Riley turning around, and rushing away when the transmission is cut off)

(Cut to Riley, running down an empty street. Cut to an alley, a commando goes flying across the road and hits the wall. Riley comes running around the corner, just in time to see him fall to the pavement unconscious)

(Shot of Riley hearing fighting further down the alley. He raises his flashlight, shining it on the back of a figure in a long black coat. As soon as the light hits him, the person whirls around)

(Shot of Angel, looking pissed. Angel and Riley face each other. Angel is standing amidst the bodies of three more unconscious commandos. Riley lowers the flashlight)

ANGEL: Riley Finn.

RILEY: (slips the flashlight into his cargo pocket, takes out his asp) Do I know you?

ANGEL: We have mutual acquaintances.

RILEY: (recognition fills his expression) Angel.

ANGEL: (takes a step forward, then glances down at the commandos on the ground) Was all this your idea?

RILEY: (shrugs) Standard procedure. (pauses) I talked with Buffy, and she told me everything about you. (moves slightly) Like, you helped her and she loved you. Then you went bad, and killed a lot of people. But she cured you, and eventually you left.

ANGEL: (looks at him like a snake) Ancient history.

RILEY: Yeah, but the way she said it, you were all peaceable now. Interesting little curse, I got to admit. You didnít by any chance go and lose that pesky soul again, did you?

ANGEL: (dangerously) Donít push me, boy. (slowly walks to move around Riley)

RILEY: (steps into Angelís path, and hits the release on the asp in his hand extending it to a baton) Where do you think youíre going?

ANGEL: To see an old girlfriend.

(Shot of them now standing right in front of each other)

RILEY: Right, you really think Iím gonna let that happen?

ANGEL: You think youíre gonna stop me?

RILEY: I surely do.

(Tracking shots of Angel and Riley starting to kick each otherís asses. Riley uses his baton and taser, Angel uses his fists and feet, appearing in full vamp face. They beat each other up badly)

(Shot of Angel hearing the loud engine of an approaching vehicle. He quickly climbs up the side of the warehouse, disappearing over the top. Cut to Riley on his knees, when he sees the humvee rounding the corner. He gets to his feet, and heads into a side street)

(Cut to Buffyís dorm room. She walks inside, looking like hell, and removes her jacket as she steps up to the mirror on the wall. Ugly bruising has formed around the gash on her forehead, and she winces as she touches it with her fingers)

(Cut to outside her door. Someone steps in front of it and knocks. A moment later, Buffy opens the door)

BUFFY: (looks surprised) Angel.

ANGEL: Hi. Can I come in?

BUFFY: (in a soft voice) I guess.

ANGEL: (hesitates) Uh, I need a little more than that.

BUFFY: Oh. Um...come in. (he walks inside past her, and she closes the door. He turns to face her, and she notices the blood on his temple and his split bottom lip. Says stoically) Youíre hurt.

ANGEL: You too.

BUFFY: Iíll live.

BUFFY: You want to tell me who ran your face into that doorknob?

ANGEL: Not really. Itís not exactly world-in-peril stuff.

BUFFY: Lemme guess why youíre here. (injects a touch of venom) You thought of something else really hurtful to say and, well, you couldnít tell me on the phone because the funniest part is that look on my face--

ANGEL: Buffy, please. I really donít have a lot of time.

BUFFY: (hears the slight urgency in his voice, is concerned) Whatís going on?

(Cut to the door bursting open. Riley steps in, steadying himself against the shelf of Willowís desk. He raises his arm and aims a gun at Angel, thumbing back the hammer)

RILEY: (pissed) I told you, you werenít coming near her.

BUFFY: (takes in his battered appearance, and goes ballistic. Says to Angel) Youíve *got* to be kidding me. This is why you came?

ANGEL: No. This was an accident.

BUFFY: (very pissed) Running a car into a tree is an accident! Running your fist into somebodyís face is a plan! Please, explain this to me!

ANGEL: (looks at Riley, says calmly) Put that gun down.

RILEY: I couldnít bring backup, as thatís the last thing Buffy needs, so Iím thinking not. He attacked four of my men, Buffy. I think heís up to his old tricks.

BUFFY: (considers this, looks at Angel) No, I...I donít think heís had a moment of pure happiness again.

RILEY: Thatís what set him off before? When you...(suddenly figures it out, looks stunned) and he and him?! Sex with you is what makes him happy?

BUFFY: (turns away, while Angel grins) I donít believe he came to hurt anybody. (to Angel) Tell him.

ANGEL: (starts to move forward threateningly, says to Riley) Might hurt you.

RILEY: (steps forward, serious again) Please try.

ANGEL: Heh. Some threat. You can barely stand.

RILEY: (brandishes the gun in front of his face) Trigger finger feels okay.

ANGEL: (gives a sideways glance to Buffy) You actually sleep with this guy?

(Shot of Riley punching him in the face, while his headís turned. Angel quickly hits him back)

BUFFY: Both of you, stop it! (steps in between them and shoves them apart. Riley slams back against Willowís desk, and Angel goes flying onto Willowís bed)

RILEY: (unison) Uhh...

ANGEL: (unison) Ahh...

BUFFY: Okay, thatís enough! I see one more display of testosterone poisoning, and I will personally put both of you in the hospital! (glances back and forth between them. Riley looks like he still wants to shoot Angel. Says challengingly) Anybody think Iím exaggerating?

ANGEL: He started--

(Shot of Buffy pointing a warning finger at him, and he wisely shuts up. She gives him a Ďdonít mess with meí look, and walks over to Riley)

BUFFY: (softly) Riley. (glances at his gun)

RILEY: Iím sorry. (holsters it) Just wanted to know that you were safe.

BUFFY: (gently) I need to talk to Angel for a minute.

RILEY: (exasperated) What?

BUFFY: Riley, please.

(Shot of Riley looking over at Angel, whoís just sitting down on the bed, elbows resting on his knees)

RILEY: (looks down at Buffy again, quietly firm) Iím not leaving this room. (crosses his arms) I mean it.

(Shot of Riley continuing to glare at Angel. Buffy looks over her shoulder and gives Angel a slight tilt of her head, then walks past Riley to the door. Angel stands up to follow her, and doesnít even bother to hide the smirk on his face as he passes Riley. He closes the door, and Riley is left alone)

RILEY: (to himself) Not moving a muscle.

(Cut to the empty hall, Buffy turns on Angel)

BUFFY: (angry) Okay. I come to see you, to *help* you, and you treat me like Iím just...your ex.

ANGEL: Well, technically--

BUFFY: Shut up! And then after you order me out of *your* city, you come here and start pounding on my boyfriend? I would really like to know, what the HELL are you trying to do?!

ANGEL: make things better. (She regards his sincere expression and canít keep herself from laughing. It becomes contagious, because Angel canít help but smile too) Heh. Well. (chuckles) Itís a...going pretty good, donít you think?

BUFFY: (smiles, leaning against the wall) Swell.

ANGEL: You know Ė heh. (becomes serious) I couldnít leave it like that. The way I spoke to you Ė I came to apologize. I...I had no right.

BUFFY: And Riley?

ANGEL: I got jumped by some soldiers. He came in on it at the end. And wasnít real forthcoming with the benefit of the doubt.

BUFFY: Put yourself in his place.

ANGEL: (does consider this) I get it.

BUFFY: (looks down at the floor) werenít entirely wrong, what you said in L.A. (meets his eyes) We donít live in each otherís worlds anymore. I had no right to barge in on yours, and make judgments.

ANGEL: Iím still apologizing though.

BUFFY: (looks at him) Thank you.

ANGEL: And (pauses) about Xander...I am sorry that none of us made it to the funeral. And I do believe that all of you are still hurting about that. What Cordelia said...(looks pained) well, she took it real hard too.

BUFFY: (looks down again) I kinda figured that. And yeah, I really miss him so much. It hasnít been the same since.

ANGEL: (changes subject) So, things seem pretty tense around here.

BUFFY: (rests her head back tiredly) They really are.

ANGEL: Can I do anything?

BUFFY: Honestly...I think the best thing you can do right now is--

ANGEL: (nods understandingly) Okay.

BUFFY: It means a lot that you came.

(Shot of Angel just looking at her for a moment. He starts walking down the hall. Buffy is heading to her door, when Angel turns around again)

ANGEL: Oh, and Riley?

BUFFY: Yeah?

ANGEL: I really donít like him.

BUFFY: (smiles) Thank you.

(Shot of Angel turning and he continues down the hall. Buffy watches him for a couple of seconds, then turns back towards her room. Cut to Spikeís crypt. Spike is looking through his clothes, back in his usual attire, and puts away his army fatigues)

SPIKE: (to himself) Right then, thatís you sorted out.

VOICE: Maybe you should join the Army. I hear theyíll take just about anyone these days.

SPIKE: (whirls around, sees Xanderís ghost, gets pissed) Canít you go find some 'aunted house to go rattle ya chains?

XANDER: (just stares at him) Not liking the attitude here.

SPIKE: Just spit it out, whatever you got to say, ducks. I got better things to do 'n listen to your version of ĎThe Shiningí.

XANDER: I noticed. The head games youíre playing with my friends really make me wanna rip your head off, Peroxide Boy. And Iíd do it too, if I didnít need you and my hands had any substance.

SPIKE: (agitated) WHADDYA WANT?!

XANDER: Spike, we both know I canít stop you from screwiní around like this. But, FYI, your appointment with Mr. Dust Buster is getting closer and closer.

SPIKE: (shouts) The gloom 'n doom act is gettiní old 'ere, mate! You see a light anywhere? Head towards it!

XANDER: (shouts back, suddenly angry) I canít, ya moron! Havenít you figured it out yet? Itís not like Iím actually in that coffin!

SPIKE: (confused) Huh?

XANDER: (agitated) Ya think those Initiative goons just *ignored* the fact that I mysteriously drowned in their bathroom? Newsflash, dummy! The smart moneyís sayiní my bodyís in 314 somewhere. Probably getting fitted with demon parts as we speak. My soul canít move on, until whatís left of me is given last rites and buried on holy ground.

SPIKE: (sighs) Terrific.

XANDER: (looks away briefly) I so donít need this. Look, just go to the magic shop and get an Orb of Thesulah, and the right herbs and stuff for Willow. Iíll tell you where to find a copy of the curse itself later.

(Shot of Spike looking terrified, for the first time)

SPIKE: Youíre not gonna be performiní that bloody soul restoration thing on *me*, mate!

XANDER: (shakes his head) Itís not for you.

(Cut to Adamís lair. Heís sitting in front of his computer set-up. The metal plate on the left side of his head is open, and there is a cable plugged into a socket, wiring him directly to the system. A heavy door creaks open, and he looks over to see Spike walking into the chamber)

SPIKE: (looks happy, finishes off a can of beer) Now that was a job...(crushes the can and throws it down) that really was fun!

ADAM: You were successful?

SPIKE: (with a Ďno problemí scoff) Gettiní 'em mightily pissed off at each other? 'Course I was.

ADAM: Youíre sure?

SPIKE: Feeliní it in my bones, Mr. Bits. Itís, uh...called the Yoko Factor. (lights a cigarette, and Adam just looks at him) Donít tell me ya never 'earda the Beatles?

ADAM: (disconnects the cable, and closes his faceplate) I have. (stands) I like "Helter Skelter". (crosses to the other side of the chamber)

SPIKE: What a surprise. Point is, they were once a real powerful group. Itís not a stretch to say they ruled the world. And when they broke up, everyone blamed Yoko Ė but the fact is the group split itself apart, she just 'appened to be there. Thatís the trick with our Happy Meals on legs, yísee Ė you just gotta convince 'em everyoneís out to get ya.

ADAM: So, you separated the Slayer from her friends. Iím pleased. (turns and gazes down at the ground, looks thoughtful)

SPIKE: Well, now...guess itís time for your big plan, huh? You know the one, where I get the chipectomy. You got everything ya need, right?

ADAM: (looks at him) No. Thereís one more thing.

(Shot of Spike frowning. Cut to Buffy opening the dorm door, and Riley is on the other side of the room. Heís removed his flak jacket, and turns to face her. She steps up to him, and they stand between the beds)

BUFFY: (softly) How bad are you hurt?

RILEY: Dunno yet. Nightís still young.

BUFFY: (mournful) Riley, I have to explain.

RILEY: (looks down) Kinda figured.

BUFFY: Maybe you want to sit down.

RILEY: Iím fine.

BUFFY: Riley, I--

RILEY: (insistent) Wait. Me first. (Buffy blinks in surprise) Buffy...I feel like weíve gotten really close. At least, I thought we had. I donít know that much about Angel (Buffy lowers her eyes) or, obviously, your relationship with him...but all I ask is...if youíre gonna break my heart, do it fast.

BUFFY: (looks up at him, frowns) What? Why do you say that? (suddenly understands) You think that Angel and I...

RILEY: (confused) You mean Ė?

BUFFY: No! Of course not. What put that idea in your head?

RILEY: (sighs) Guess I just went a little nuts. You know? Giles once --

BUFFY: (interrupts) Giles? What did he do? What did he say? Did you -

RILEY: No, donít blame him for this. Itís just that I remember hearing about the, uh, incident with Ms. Calendar, and, and how a vampire set it up for him. (Buffy looks at him. He realizes, then looks sick) Angel? Oh, God, more than I wanted to know.

BUFFY: (quietly) Yeah.

RILEY: So (pauses) I mean...on the one hand...I should believe in us. But on the other...sometimes things happen between exís, and when I saw that he was acting bad...

BUFFY: He...he wasnít bad. Not like, Angelus bad.

RILEY: (looks at her, amazed) Seriously? That...was a good day? (Buffy rolls her eyes in confirmation) Well, there ya go. Even when heís good, heís all Mister...Billowy Coat King of Pain, and girls really--

BUFFY: Riley, stop. (takes his hand, and they sit down on her bed)

RILEY: See? Nuts.

BUFFY: Have I ever given you any reason to feel that you canít trust me?


BUFFY: Then why with the crazy?

RILEY: (looks into her eyes, says meaningfully) Because Iím so in love with you, I canít think straight. And it hurts.

BUFFY: (eyes start to glisten) Tell me about it. (hugs him and closes her eyes, as she holds him tight) Riley. (pulls back) Iím not sure if you already know Ė

RILEY: What is it?

BUFFY: Forrest was critically injured today. (Riley looks anxious, she says gently) Iím sorry. There was a fight, and Adam almost...Graham and I barely got away intact.

RILEY: (somber) I have to go.


RILEY: (doesnít look at her as he stands up) Yeah. Now.

(Shot of Riley walking to the door, grabbing his flak jacket off Willowís chair and leaving. Off Buffyís concerned expression, cut to Gilesí apartment. Willow is still working on the laptop. The encryption code is still crisscrossing the screen)

WILLOW: (a tad frustrated) Itís still encrypted.

(Shot of Buffy and Tara standing on either side of her, Oz is on the couch)

TARA: (to Buffy) Well, Willowís working really hard on it.

BUFFY: Okay, so, how long before you...un-crypt it?

WILLOW: Hours. Days, maybe. Anyone suggesting months would not be accused of crazy talk.

GILES: (in the kitchen pouring himself a drink, and more inebriated than ever) Whatever happened to Latin? At least when that made no sense, the church approved.

BUFFY: (slightly impatient) I canít just wait around, Will. The disk is no good to me unless you crack it soon. (doesnít see Willowís withering look behind her back, as she walks towards the living room area) Weíre on a clock here. Okay, Adam was at that cave, so maybe he was there for a reason. I-I can--I can go back, scope it out, track him if I have to...

WILLOW: (sarcastic) Right. (stands, moves to the living room) And maybe youíll get lucky and heíll still be there, and he can rip your arms off for you? (sternly) Buffy, you canít go back alone.

GILES: You never train with me anymore. Heís gonna kick your ass.

BUFFY: (shocked) Giles!

GILES: (steps out of the kitchen, drink in hand, and leans against the entrance of the hallway) Sorry. Was it a bit too honest? (exhibits a drunken grin) Terribly sorry.

OZ: (stands) She doesnít need to go alone. I can help, like I did before.

BUFFY: Youíre not going on this one, Oz. (he turns to face her) Y-you might get hurt.

OZ: (surprised) So you want to take Willow, then?

BUFFY: Willow isnít going either. Iím doing it alone.

WILLOW: (steps closer and stands at one end of the coffee table across from Buffy, still sarcastic) Oh, great. And then when you have your new Ďno armsí, we can all say "Gee, itís a good thing I wasnít there getting in the way of that!"

BUFFY: Will, this isnít helping.

WILLOW: Right! Looks like Iím already getting in the way, right, Oz?

OZ: (shakes his head) Not getting the hostility here.

BUFFY: What?

GILES: (raises his glass) H-heís right, thereís a lot of it about. Along with the truth-telling, of course.

(Shot of Tara looking at them briefly, and then she slips past Giles and disappears down the hallway)

BUFFY: (annoyed) You wanna talk about telling the truth? How about you spouting off details of people who got killed by Angel?

GILES: (almost chokes on his drink) Iíd prefer going on about the relationship you two had. N-now *that* would make a good story to publish in ĎReaderís Digestí. (bursts out in a wheezing laugh. The three of them stare at him)

BUFFY: (amazed) Are you drunk?

GILES: (happily) Yes. Quite a bit, actually.

BUFFY: Well, stop it! (to Oz and Willow) Look, this is stupid.

OZ: (puzzled) Stupid? You mean me wanting to help?

BUFFY: No! I didnít say you were stupid for...hey, donít put words in my mouth! (Oz just looks at her, and sits down on the couch) Okay, look, you guys do help. And I need you! Itís just that...Adam is very dangerous.

WILLOW: Wait. How do you need me, really?

BUFFY: Youíre...good with the computer stuff. (Willow accepts that) Usually. (Willow glares at her) And Ė and thereís the witch stuff.

WILLOW: (accusingly) Witch stuff? What exactly do you mean by Ďwitch stuffí? What you and Giles were talking about before, behind my back?

GILES: (puzzled) Eh? Whatís that? (sarcastic) Hang on a moment, maybe my lack of employment is making me go senile, as you lot seem to believe.

BUFFY: (astonished) What is happening here? This is crazy!

GILES: (firm) Oh, no, itís not. (moves to his desk) Itís all finally making perfect sense, a-and Iím certain itíll remain that way. (sets his drink down and tries to sit. But his aim is off, and his ass doesnít come close to hitting the chair as he drops to the floor)

OZ: Not to be blunt, but I donít think Xander would have enjoyed seeing this.

GILES: (gets up) Ah, yes. As if you were here recently, to have known how he felt. Perhaps we should have a moment of silence.

(Cut to Gilesí very clean, white bathroom. Tara leans against the side of the tub, looks around, and can still hear the muffled argument on the other side of the closed door)

TARA: (to herself) Nice bathroom.

(Cut back to the others. Oz is still sitting on the couch, amazed and hurt but not showing it. Giles stumbles towards the stairs, taking off his glasses)

BUFFY: (angry) Giles, do you wanna quit with the smart comments?

GILES: (shrugs) Fine. Iím going to bed. If you suppose you think itís necessary. (struggles to pull his sweater over his head)

BUFFY: (puzzled, starts pacing) Why are you guys being so judgmental all of a sudden?

WILLOW: (defensive) Hey, Iím not the one being judgmental here. Iíll leave that territory to you.

BUFFY: (astonished) What? If I was any more open-minded about the choices you guys have made over the years, my whole brain would fall out!

GILES: (nods) Ah. Whoíd be able to tell the difference? (starts stomping up the stairs)

WILLOW: (sarcastic, to Giles) I could, maybe, unless I drank as much as you do lately!

BUFFY: (desperate) You guys, stop this! What happened to you today?

WILLOW: (vehement) Itís not today! Buffy, things have been wrong for a while! Especially since Xander died! Donít you see that?

BUFFY: (looks guilty) Youíre blaming me for Xanderís death now?

WILLOW: No! But, well, things havenít been right, since that happened. And, and, since I told you about Tara. I mean, we have to face it. You canít handle Tara being my girlfriend.

GILES: (from upstairs) Taraís your girlfriend?! Bloody hellll!

BUFFY: Enough! All I know is you guys want to help, right? Be part of the team?

(Shot of Willow and Oz shaking their heads)

WILLOW: (unison) I donít know anymore.

OZ: (unison) Really not certain.

BUFFY: (raises her voice) No! No, you said you wanted to go. So, letís go! All of us. Weíll go into that cave with Oz being all stoic, Willow attacking me, and the funny drunk drooling on my shoe! Hey! Hey, maybe thatís the secret way of killing Adam!

OZ: Buffy...

BUFFY: (hurt and angry) Is that it? Is that how youíre all gonna help? (pauses) Youíre not answering me! (Oz and Willow donít reply. She regards them silently for a moment, and says somberly) Fine. Great. (hurries to the door, grabbing her jacket) If I need help, Iíll go to someone I can count on.

(Shot of Oz and Willow not moving as she storms out, door slamming as she leaves them behind. Cut to Adamís lair. There is a sound of the heavy door opening again. Adam is standing, and turns when someone walks into the chamber)

ADAM: Iíve been waiting for you.

(Cut to a close-up shot of Riley)

RILEY: And now Iím here.


Part Four: Primeval (Episode aired May 16, 2000)

WALSH: Almost time to wake up, Adam, and take your first look at the world. I know youíre gonna make me proud. (gets skewered by Adam) Aah!

GILES: (V.O.) Previously on Buffy the Vampire Slayer...

WALSH: (falls to the floor) Adam!

XANDER: (V.O.) Adamís coming for you.

(Cut to Adam and Spike)

ADAM: Youíre going to help me with my problem.

SPIKE: Slayerís got pals.

ADAM: Then we take them away from her.

(Cut to Gilesí apartment)

BUFFY: Okay, Adam was at that cave, so maybe he was there for a reason. I-I can go back, scope it out--

GILES: You donít train with me anymore. Heís going to kick your ass.

BUFFY: Giles!

WILLOW: What exactly do you mean by Ďwitch stuffí?

BUFFY: You guys, what is happening?!

WILLOW: Buffy, things have been wrong for a while! Especially since Xander died!

BUFFY: If I need help, Iíll go to someone I can count on. (storms out)

(Cut to Adamís lair)

ADAM: Iíve been waiting for you.

RILEY: And now Iím here. (pauses)

ADAM: Your thoughts are troubled. (walks across the chamber, to stand in front of him) In turmoil. I understand, brother. We have a lot to discuss. (Riley opens his mouth to say something, but for some reason canít talk) Speak.

RILEY: Whatíve you done to me?

ADAM: Nothing. (starts pacing in front of Riley) It was Mother. Your Professor Walsh. She implanted the behavior modifier.

RILEY: (stunned) A chip in my head. She really did it.

ADAM: (stops in front of him) Actually, the chip is here. (points to Rileyís chest, close to his left shoulder) Tied directly into your central nervous system through the thoracic nerve. This is phase one of your preparation. It lay dormant until the time came. I simply activated it, brother.

RILEY: (angry) Stop calling me that. Iím not your brother. Youíre a botched science experiment. And Iím a human being, whoís gonna do everything in his power to--

ADAM: Sit. (Riley sits down immediately on the rock behind him) You have no power. (Riley lowers his eyes) Not yet. (starts pacing again) Once you forget your old life and embrace your destiny as I have, you will know power youíve never dreamed of. (smiles) I think youíre going to like it.

RILEY: (raises his eyes and glares at Adamís back) Donít count on it.

ADAM: (continues pacing) Consider the world today. Demons cling to old ways and ancient feuds. And theyíre hopeless with technology. Unworthy.

RILEY: Not really wanting a lecture right now.

ADAM: (continues as if not interrupted) Disappointed by demon-kind, we turn to humans. Smart, adaptive. But emotional and weak. Blind. So thereís imperfection everywhere. Something must be done. Who will deliver us? (stops, looks down at Riley) Mother. She saw our future, yours and mine. That you were necessary, and the role you are to play by my side. Stand up. (Riley rises to his feet. Adam puts his hands on Rileyís arms) You see, we are brothers after all.

(Cut to Spike leaning against the wall of the entrance, leading out into a larger cave)

SPIKE: Warms the cockles of me non-beatiní heart, seeiní you lads together.

ADAM: (turns to him) I didnít send for you, Spike.

SPIKE: Yeah, well. Iím not exactly the 'beiní sent forí type. (walks towards them) Iím much more the, uh, ĎI did my part, now get this chip outta my headí kinda guy.

ADAM: Yes. I understand that.

SPIKE: (looks at Riley) Slightly stiffer 'n usual. (raises a hand in front of Rileyís face and snaps his fingers four times. Riley doesnít even blink, giving Spike a hard look) Subtle, but I like it. Whatís with him? (starts poking him in the chest, making Riley sway slightly on his planted feet)

ADAM: I activated his chip.

SPIKE: Oh. So itís chips all around, is it? Someone must have bought the party-pack.

ADAM: You get yours removed, when the Slayer is where I want her.

SPIKE: Sheís separated from her friends. (crosses the chamber) They want nothing to do with her. Sheís all alone. (sits down, and relaxes on the beat-up sofa)

ADAM: (walks towards him) Thatís how I want her. Where I want her, is down in the Initiative. (looks at Riley) She will ensure that as many demons die as humans. She will achieve maximum carnage, before sheís too weak to go on.

RILEY: No! You canít--

ADAM: Stop talking.

(Shot of Riley doing so, though itís clear he has more to say)

SPIKE: Right. The Initiative. But gettiní her there, thatís what the bleediní disks are for, right? Well, the little witch gives her the info and pop, Alice heads back down the rabbit hole.

ADAM: The witch?

SPIKE: Uh, Willow. (raises his hand over his head) Redhead, about so high. Good with magic and the computer boxes. Natural choice.

ADAM: Her friend.

SPIKE: Right.

ADAM: One of the friends from whom you so efficiently separated her.

SPIKE: (happy) Damn right I did. You shoulda seen it. They wonít be talkiní to each other for a long, long-- (trails off, as he suddenly realizes something. Adam is waiting patiently) Hang about. Think I mighta detected a small problem 'ere.

ADAM: So you failed.

SPIKE: W-- (sighs) hey, youíre supposed to be so smart...(stands) you let me plan this thing! (Adam just looks at him) Okay, letís not argue over who failed who. (Adam turns his back on Spike, and walks back to Riley) Important thing is makiní sure the Slayer ends up where--

ADAM: (points out of the chamber) Go.

SPIKE: (not missing a beat) Gone. (heads for the exit, then stops and turns to Adam) So, uh, weíll do the chip thing soon as I get back, right?

(Shot of Adam turning his head and glaring at him. Spike nods, leaves, looking pensive)

(Cut to exterior shot of Gilesí apartment building the next morning. Someone is knocking on a door. Cut to interior of Gilesí apartment. Heís in a robe, and reaches for the handle of the front door. Heís also holding a small wet towel against the back of his neck, suffering from a hangover. He opens the door, sees Willow and Tara. Willow looks a bit uncomfortable)

WILLOW: (awkward) Hey.

GILES: (awkward) Hello. (pauses uncomfortably, then tightens his robe around himself) Er, sorry about the robe. Got up a bit late today.

WILLOW: (softly) Right.

TARA: (breaks the lull that follows) I hope youíre feeling all right, Mr. Giles.

GILES: (forced smile) Oh, yes. Th-thank you for asking.

TARA: Uh, Willow forgot her laptop and disks.

GILES: (motions them in) Yes, please, please, come in. (Tara goes to his desk and starts gathering Willowís stuff, but Willow stays outside)

TARA: Got it. (goes to leave, stops at the doorway, faces him again) S-so...weíll see ya.

GILES: Yes! Right! (to Willow) Uh, well, best of luck with Ė with all that.

WILLOW: (nods, eyes watering) Okay. Bye-bye.

TARA: So long. And thanks.

(Shot of Willow and Tara turning and leaving, crossing the courtyard. Giles silently closes his door, and presses the wet towel against the back of his neck again)

(Cut to Buffy and Willowís dorm room. Shot of Buffy sitting down on the floor, against the side of her bed. She slowly stands up, walks around to the other side of her bed. Picks up a long-handled battle-axe with a shiny blade off the carpet)

(Cut to the interior of a dark cave. Buffy steps into view, from around the bend. She has a bag hanging from her shoulder, and is armed with the battle-axe. This appears to be the same cave where she fought Adam previously)

(Shot of her whipping her head to the right, when she hears loose pebbles tumbling down the side of the wall. It comes from a hole in the ceiling, where sunlight is shining through. She continues further, until she reaches a narrow passage)

(Shot of Buffy entering a chamber, which is connected to the sewer tunnels. There is a beat-up couch, and a long desk with several computer monitors on it)

BUFFY: (softly) Adam. (steps further inside. The place looks deserted) Where are you?

(Cut to a close-up of a smooth concrete wall. There is a perfect circle in the wall, a portal as the door rolls to one side to reveal Adam and Riley standing in a cave. Adam walks through the portal first, stepping down into a large underground chamber)

ADAM: This is where it will all happen.

(Shot of the portal closing again, as soon as Riley steps down. He follows Adam into what looks like a lab, with metal operating tables lining both sides of the chamber)

ADAM: Where the new race begins.

RILEY: Where are we?

ADAM: Deep within the Initiative. There are areas that no one knew about. Beyond those that needed to. Mother kept her secrets well.

(Shot of Riley seeing Maggie Walsh in a lab coat, moving slowly in front of them. Her skin looks gray, decaying. There are thick tubes running from her chest, circling behind her neck into a small device, which seems to be circulating blood)

ADAM: (to Walsh) Didnít you?

RILEY: Professor Walsh?

(Shot of Walsh not responding. She just continues to walk like a zombie to one of the operating tables, carrying a metal pan in her hands)

ADAM: This is all how she planned it. Except that, she thought she would still be alive.

(Shot of the Walsh zombie handing the pan to another zombie in a lab coat, whose back is to the camera. On the table between them, thereís a body lying still. The second zombie turns around, itís Dr. Angleman)

RILEY: (worried) Are you Ė is that what youíre going to do to me?

ADAM: Theyíre just workers. (puts a hand on Rileyís shoulder) You know your destiny is much greater.

(Shot of Riley dwelling on those words, and not liking the implications. The zombies step away from the table, and the person lying on it suddenly sits up. It is another cyber-demonoid like Adam, wearing a green T-shirt and pants. Shot of Riley recognizing him)

RILEY: (with dread) Xander. Oh, God.

(Shot of the Xander cyber-demonoid. There are metal devices implanted into both of his temples. His hair is unchanged, and part of his face is still human flesh. But the rest of his head is an orange-yellow color, including the neck, demon flesh sutured to him. Overall his body is larger now than before, chest expanded like heís taken steroids)

XANDER-CD: (stares at Riley) God isnít responsible for making me this, Corn Boy.

(Shot of Adam having a grotesquely proud smile on his face, and Riley having a shocked expression. Cut to Buffy walking quickly through the caves, on her way out. Then she senses something to her left and spins in that direction, battle-axe ready. Spike, coming from a smaller tunnel, stops and raises his hands)

SPIKE: Easy, sheriff. Watch where you point that thing.

BUFFY: What are you doing here?

SPIKE: Lookiní for a little weekend getaway place. So, shove off. (heads further into the cave, in the direction Buffy just came from)

BUFFY: Adamís been using these caves.

SPIKE: (stops, looks over his shoulder) What?

BUFFY: I found his lair.

SPIKE: Oh, cripes. Thatís all I need, runniní into that goon.

BUFFY: Yeah, well, Adamís cleared out of here. So whatever heís planning, itís about to go down.

SPIKE: (mockingly) Look at little Nancy Drew. What about them disks I nabbed? They ought to tell ya somethiní.

BUFFY: (lowers her eyes) Willow has the disks.

SPIKE: Well, Iíd get on that. (Buffy rolls her eyes at him) Canít ignore valuable information just 'cause you two birds fell out, now, can ya?

BUFFY: (looks at him, realization hits her, and she pauses) Right.

SPIKE: Well (shrugs) you do what you want. (walks off) No worry of mine now, is it?

(Shot of Buffy turning and hurrying out, with renewed purpose. Cut to Taraís dorm room. Willow is sitting on the bed, working on the laptop)

TARA: Maybe you should rest? Clear your head? (sits down next to her)

WILLOW: Canít. Not now. (the encryption is still crisscrossing the screen) I think Iím onto something. I-Iíve been assuming that the...the ciphertext was encrypted with an asymmetric algorithm. Then it hit me. A hexigonic key pattern. (computer beeps)

TARA: (points to the screen) Hey, look! You did it!

WILLOW: (frowns) I didnít. I havenít even finished typing in the new code yet.

(Shot of the computer screen, legible text is starting to appear)

TARA: (puzzled) Well, s-somethingís doing it.

WILLOW: It must be programmed to self-decrypt after a certain point. That is so annoying! It-itís like somebody blurting out the answer to a riddle, just when youíve-- (without enthusiasm) I mean, yippee! We have the information.

TARA: I donít know if Ďyippeeí is the right response either. Read that. (hears the telephone ring)

(Shot of Tara going to answer the phone, as Willow reads whatís on the screen)

TARA: (into phone) Hello? Yeah, sheís right Ė I mean...let me check. (puts the phone against her shoulder, and looks at Willow) Itís Buffy.

(Cut to the secret lab. Riley is sitting in a large metal chair. Heís not restrained in it, but his arms and feet are planted on the rests as if he was)

RILEY: Professor Walsh. (The Walsh zombie is standing in front of the small worktable beside him, filling a long syringe with a dark red liquid) Professor Walsh, itís Riley Finn. Can you hear me?

(Shot of the zombie continuing on with its business, as if not hearing him)

VOICE: Youíre wasting your breath.

RILEY: (can only move his eyes) Xander?

XANDER-CD: (crosses in front of Riley, and stands next to Walsh) You should know sheís just a zombie now, with barely enough brains to follow orders. She can hear ya, man, but sheís real light on the conversation.

RILEY: (stares at him, emotionless) A walking corpse. Like you.

XANDER-CD: (shrugs) No big. (rotates his neck) Been around the weird long enough, I can deal. (grins) And no longer the Zeppo here, no siree. Adam made me to be nearly as badass as he is. (lifts his demonic right arm, itís slightly longer than his human left one)

RILEY: Without a soul, right? No different from the vampires and demons you told me you hated.

XANDER-CD: (looks at the long talons on his new hand) Just relax and get with the program, soldier. I have.

RILEY: (pitying look) Iím sorry this happened, Xander.

XANDER-CD: (evil smile) Donít be, 'cause Iím not. Weíre truly living in a golden age. And the whole world is gonna get greased, after Adamís plan gets going.

RILEY: Iíll never let that happen.

XANDER-CD: (steps closer) Wake up and smell the corpses, Teutonic Boy. Your will belongs to Adam now.

RILEY: No. Thatís not true.

XANDER-CD: (snorts) Really. Yíknow, it was up to me, youíd already be a pile of spare parts. But Adam wants you outfitted with the demon upgrades, and hey (shrugs) heís the one running the show here.

RILEY: Heíll never control my--

WALSH-Z: a good boy.

(Shot of the Walsh zombie looking at him with colorless dead eyes, and the Xander cyber-demonoid steps back as she approaches. She places her dead hand on Rileyís wrist, and plunges the syringe into his arm)

(Cut to UC Sunnydale. Tracking shot of Buffy walking across the open campus, her arms crossed, oblivious to all the students around her)

(Cut to her stopping on the walkway as the others approach from different directions, forming a square. Oz to her left, Giles to her right, and Willow in front of her. They donít say anything for a long uncomfortable moment. Finally, Buffy looks at Willow)

BUFFY: Whereís Tara?

WILLOW: (tersely) I donít think she felt welcome.

BUFFY: Why? Because of the things we said? (Willow nods) Will, who told you that we were talking behind your back, specifically?

WILLOW: Well, I Ė Spike, specifically. But--

BUFFY: (looks at her ex-Watcher) Giles?

GILES: (bringing his cup of coffee to his mouth, but then lowers it) Um, uh, Spike can be very convincing when-when-when, uh...(sighs) Iím very stupid.

BUFFY: He played us. He wanted us to fight, to split us up. Thatís where...all the stuff from the other night came from.

OZ: (considers this) Mustnít have thought I was worth the effort.

BUFFY: No...but youíve been away for ages. Iíll bet that he just couldnít figure out how to contact you, without arousing suspicion.

GILES: Of course. (tries to sound light) Well, piffle. A-about all that was, uh, said and done. Letís Ė letís move on.

OZ: (laconically) Iím moving.

WILLOW: Me too.

BUFFY: Good. (pauses) Great. (another pause)

WILLOW:, why do you think Spike made with the head games?

OZ: (shrugs) Vampires are known to get their fun any way they can.

BUFFY: I think it was more than that. I think it was Adamís idea.

GILES: (amazed) Spike and Adam? But surely...(pauses, shakes head) no, no, of course theyíd work together. Thereís no telling what that-that undead creature will get up to.

BUFFY: Listen, I just went to Adamís lair, and he was gone. But Spike just happened to be there, and he made this big noise about getting the information off those encrypted disks.

WILLOW: (perks up) Oh, I decrypted them. (Buffy blinks in surprise, so she says begrudgingly) Well, they decrypted themselves, but I almost had it.

GILES: What did they say?

WILLOW: Bunch of stuff we already knew about 314. But it also said, thereís some final phase where Adam manufactures a bunch of creepy cyber-demonoids like him. Thereís a special lab in the Initiative, but it didnít say where.

BUFFY: Adam fed Spike those disks. It has to be. He wanted me to know about his evil-guy assembly line. (to Willow) This...lab, itís in the Initiative?

WILLOW: Hidden somewhere.

BUFFY: (considers this) Well, I gotta give the demon-parts guy his due. He thought this one out.

WILLOW: What do you mean?

BUFFY: You know how overcrowded the containment cells have been at the Initiative? Those demons were just too easy to catch. Itís like they wanted in that place.

GILES: The Trojan Horse.

BUFFY: Adamís making sure the demons attack the Initiative from the inside.

OZ: (creases his brow) Gonna be a slaughterhouse.

WILLOW: And Adam has a neat pile of body parts to start assembling his army. Diabolical, yet...(grimacing) gross.

GILES: We canít let it happen.

BUFFY: Yeah, I gotta shut him down Giles, like fast. His final phase is about to start.

GILES: So, w-we need to warn the Initiative.

BUFFY: Theyíre not going to listen to me.

WILLOW: Riley?

BUFFY: I donít know where he is right now. some bad news, and kinda took off on me. Itís weird, (shrugs) but itís like he totally dropped off my Slayer radar.

(Shot of Willow regarding Buffy thoughtfully)

OZ: Uh, if this Adam guy has this evil plan all worked out, why's he so anxious for you to know about it?

BUFFY: He wants me there. Probably figures Iíll even the kill ratio.

OZ: But wouldnít he be afraid you might kill him?

BUFFY: (candidly) No. Not at all.

(Cut to secret lab. Adam gazes up at the ceiling, but seems to be looking at something beyond that)

ADAM: (smiles) Sheís coming. I can feel it. (turns around to face Spike, who is standing beside Rileyís chair)

SPIKE: Good on ya. Got a chunk oí prognosticating demon in there, 'ey? (walks over to one of the operating tables) Now (claps his hands together) if youíll just get this chip outta mícranium...(hops up on the table) Iíll be outta your way. And mind the hairline, I donít fancy fussiní with a comb-over once Iíve resumed me killiní ways.

(Shot of Riley watching them silently, unable to talk. Adam doesnít move)

SPIKE: (sternly) Címon, we had a deal!

ADAM: When sheís here.

(Shot of Spike sighing. He lets his head hang down. He then looks up, appearing worried. Off Rileyís tense expression too, cut to the gang in Gilesí apartment)

GILES: (looks down at everything gathered on the coffee table) Thereís certainly no lack of supplies. I only wish I knew which ones would kill Adam.

(Shot of Giles sitting down on the arm of his couch, removing his glasses. Willow is on the couch, going through an old book. Oz is standing near the sofa and Buffy is sitting on the floor, knife in hand, sharpening a very large stake about the size of a baseball bat)

BUFFY: According to Riley, his power source is a uranium core embedded somewhere inside his chest, probably near the spine.

OZ: So, we gotta figure out some way to remove it.

WILLOW: What about magic? Some kind of...I donít know...uranium-extracting spell? (everyone looks at her, she winces) I know. Iím reaching.

GILES: Perhaps a paralyzing spell? (moves to a bookcase, and grabs a book from on top) Only, I canít perform the incantation to this.

WILLOW: (goes and examines it) Right, donít you have to speak it in Sumerian or something?

GILES: Actually, I-Iím fluent in ancient Sumerian, so itís not that. (sits down again) But basically, only an experienced witch can incant it, and you need be within striking distance of the subject.

WILLOW: So, so, we need someone with Slayer powers, Gilesí knowledge of Sumerian, and my wicca prowess? (everyone looks at her again) Yeah, I know, Iím reaching again.

GILES: (serious) Actually, I think youíre onto something.

(Shot of everyone staring at Giles. Cut to panning shot of the blue sky over UC Sunnydale. Camera stops on Lowell House. Cut to interior. Buffy steps onto the porch, through the glass of the front door, and leads the others inside. When theyíre all in, she closes the door behind them. Oz and Giles are carrying loaded shoulder bags)

WILLOW: (to Oz) Nervous?

OZ: (utterly calm) Yeah.

(Cut to Buffy taking the lead again, and they follow her through the large living room)

GILES: (conversationally) Oz, just because this is never going to work thereís no need to be paralyzed with fear.

WILLOW: The enjoining spell isnít powerful enough to defeat Adam?

GILES: Oh no, itís very powerful. Itís just that itís also...extraordinarily dangerous.

(Shot of Buffy opening the double doors into the central hallway, and they eventually stop in front of the full-length mirror in the wall)

BUFFY: (turns to the others) Game faces, guys. Weíre going in. (lashes out with a side-kick, and they all jump back as the mirror shatters to reveal the empty elevator shaft leading down)

(Cut to later, camera angle is looking down the deep shaft. Cut to Buffy and Willow. Theyíre in rappel harnesses and are slowly descending, walking down the wall)

BUFFY: How ya doing?

WILLOW: (a tad scared) Super. What was I thinking, using stairs all this time?

BUFFY: Okay. (remains silent as they continue to descend. Looks at Willow again) Will-

WILLOW: No, really, Buffy. Itís not as scary as I thought.

BUFFY: No. Thatís not what I was gonna say. (off Willowís look she hesitates, glancing down the shaft) I just...Iím sorry. About everything, especially since we lost Xander. I just hate it that things have become so strained between us.

WILLOW: It wasnít your fault. I mean, Spike stirred up trouble.

BUFFY: Yeah, but I think trouble was stir-uppable. We all sorta split up, went our own way this year, didnít we?

WILLOW: I guess. But you know, first year of college, itís always hard to keep the old high school gang together.

BUFFY: But I want it together. Will, I miss you. And Ė and Giles, and Oz, and (pauses) Xander. Itís my fault. Iíve been so wrapped up in my own stuff, Iíve been a bad friend.

WILLOW: Youíre the Slayer, Buffy. Your stuff is pretty crucial.

BUFFY: (looks sheepish) I meant Riley, actually.

WILLOW: Well, I havenít been Miss Available, either. I Ė I kept secrets. I hid things from everyone.

BUFFY: But thatís not your fault! Will, you were going through something huge.

WILLOW: (looks unhappy) I wanted to tell you, but I was so scared.

BUFFY: (tears in her eyes) You can tell me anything. I love you. Youíre my best friend.

(Shot of Willow also having tears in her eyes, and Buffy reaches out to her with one hand holding her line. Willow also reaches out)

WILLOW: Me, too. I love you, too. (They hug. Then start to descend together, much faster) Falling now!

(Shot of them landing safely on their feet on top of the elevator, as theyíre close to the bottom. Then they hug again, holding each other tightly)

BUFFY: Letís promise to never not talk again.

WILLOW: I promise, I promise.

(Shot of Giles sliding down, he lands right between them. They quickly move in to hug him from both sides)

BUFFY: Giles!

WILLOW: I love you, Giles!

BUFFY: You know we both love you, right?

WILLOW: 'Cause we totally do!

GILES: (glances at both girls) I take it, you now both weíre all doomed?

WILLOW: No. Itís that youíre just the best Watcher ever.

(Shot of him looking at them again, as they continue to hug him. Cut to later, theyíre all standing on the elevator. Oz slides a prybar in between the doors, to the floor above the elevator)

BUFFY: Okay. We stick together, and everything should be fine. Everybody ready? (Oz and Giles start sliding the doors apart) Letís ...

(Shot of them opening the doors, and finding themselves looking up at half a dozen Initiative commandos, pointing blasters and rifles down at them) this.

(Cut to a close-up of a black and white security monitor. On the screen, Buffy rounds a corner into a corridor, being escorted by three commandos)

SPIKE: (V.O.) Itís Must See TV.

(Cut to Adam and Spike looking at the monitor. Theyíre in a control room. Spike takes a puff on his cigarette)

SPIKE: Baitís been taken. Trapís all set. The Slayer 'as landed. Sooo...(turns to Adam) one chipperectomy, please. (Adam ignores him, and continues to watch the monitor) Hellooo! Paging Dr. Owe Me One.

ADAM: Sheís not alone. (Spike looks at the monitor again, and steps closer to the small screen. He sees Willow, Oz, and Giles enter the corridor, being escorted by three more commandos) You failed me again.

SPIKE: (doesnít turn around) Well, thatís one way you could look at it.

ADAM: Whatís another way?

(Shot of Spike looking over his shoulder at him. He then takes off, running past Adam. Adam makes no move to stop him. Spike has almost reached the doorway, when the Xander cyber-demonoid suddenly steps in, catching him by the throat with his claw)

SPIKE: G'AH! (sees Xander) YOU?! (turns back, says to Adam) Címon! Itís not like I wasnít tryiní! Thatís worth something, idnít it?

ADAM: I suppose. Yes. I will honor our agreement and remove your chip. (to Xander) Take his head off.

(Shot of the Xander cyber-demonoid happily slamming Spike against a control panel, getting both hands around the vampireís neck. Spike struggles, but Xander is too strong)

SPIKE: Never thought Iíd say this, but I definitely prefer ya the way you were! (raises his cigarette and shoves it first in Xanderís left eye, then the right one as the demonoid turns his head away. Xander pulls back, and Spike escapes. Xander seems about to give chase)

ADAM: Let him go. (Xander stops and turns to Adam, who is looking at the monitor again, which is now showing an empty corridor) Thereís nowhere left to run.

(Shot of the Xander cyber-demonoid looking pissed, his eyes now solid white dead orbs. Cut to the command center of the Initiative. Several commandos are guarding Buffy and the others, and theyíre watching Colonel McNamara, who is searching Gilesí bag)

BUFFY: Colonel--

COLONEL: Shut up. You got some nerve, lady.

BUFFY: You have to listen to me.

COLONEL: You think you and your friends can just keep waltzing into a government installation, brandishing weapons like...(takes out a large pear-shaped object with strange markings carved into it. He looks it over) Like...

WILLOW: Itís a gourd.

(Shot of Colonel McNamara looking at her)

GILES: Itís a magic gourd.

OZ: Probably beyond your understanding.

COLONEL: What kind of freaks are you people? (glares at Oz) And donít think Iíve forgotten about you, mister. (throws gourd to the ground, smashes it into little pieces)

GILES: (eyes wide) No! W-what have you done?!

BUFFY: (agitated) You stupid...look, Adam is here, Colonel! In the Initiative.

COLONEL: (steps closer to her) Nice try.

BUFFY: Those overcrowded containment cells of yours, courtesy of Adam! Heís pulling a ĎTrojan Horseí on you. Heís just waiting--

COLONEL: (interrupts) Every inch of this installation is under constant twenty-four-hour surveillance!

WILLOW: Including the secret lab?

COLONEL: Including everything! (gives her a stern look for a moment, then turns to Buffy) What secret lab?

BUFFY: The one Adamís been using, that was built for the final stage of the 314 project. (sees the colonelís expression, and realizes the situation) And you have no idea what Iím talking about.

COLONEL: I know everything that goes on around here. A tick on a mouse couldnít get in without my knowing it. And if Adam wants to try, weíre ready for him.

(Shot of Buffyís expression, itís clear heís not convincing her)

GILES: (offhandedly) Jolly good. H-how exactly were you planning to get close enough to Adam to remove his power source, j-just out of curiosity?

(Shot of Buffy raising her eyebrows expectantly at McNamara)

COLONEL: Hit him simultaneously with multiple taser blasters. Incapacitate him with as much voltage as we can muster.

OZ: Sounds interesting. You could also try to get a flea, to beat up an elephant.

(Shot of Willow smirking at that comment)

BUFFY: Iíve seen Adam hit with taser blasts, he feeds on it. And now youíre gonna provide him with an all-you-can-eat buffet?

COLONEL: You telling me my business?

BUFFY: (steps closer) *This* is not your business. Itís mine. You, the Initiative, the boys in the Pentagon, youíre all in way over your heads. Messing with primeval forces you have absolutely no comprehension of.

COLONEL: And you do?

BUFFY: Iím the Slayer. Youíre playing on my turf.

COLONEL: Up there, maybe. But down here, Iím the one whoís in control.

(On cue, all the lights go off. The emergency lights kick in half a second later. A commando sitting in front of a control panel examines the readout)

COMMANDO 1: Sir. The power gridís down. Backupís not responding. (tries typing in commands into his keyboard, but nothing happens) Weíre locked in.

(Cut to Spike, running in an Initiative corridor. He looks behind him for a moment, then turns forward again just in time to run straight through Xanderís ghost. He stops and turns around looking disgusted, hawking and spitting)

SPIKE: (stares at him) Shoulda known youíd show up about now.

XANDER: (smirks) Canít say I didnít warn you, Spike. The Big Dayís finally here, and itís almost show time. (pauses, stares at him) Looks to me like the fat ladyís singiní, and the Big Bad is goiní down.

SPIKE: (furious, glares at him) Just for *once*, will ya shut your trap?!

XANDER: (still smirking) All the exits are locked out now, did ya know? Like Adam said, thereís nowhere left to run.

SPIKE: (shouts) All right, all right! You win! Just tell me what to do 'ere, 'fore I completely toss me shorts!

XANDER: I know you hid everything I told you to get nearby Ė huh, you always did like hedging your bets, didnít you? Willow and the others are being held in the command center. Go give her the Orb and everything before itís too late, and tell her to do the soul restoration ritual on me as soon as they get somewhere safe.

SPIKE: (amazed) Oh, is that all?

XANDER: (shrugs) Nope. Thereís one other thing.

(Cut to Adam. Heís sitting in front of a large control panel, looking at a monitor showing the containment cells full of demons. He starts hitting switches, and the lights go out in the containment area)

(Shot of Adam poised, a clawed finger over another switch and looking into a different monitor. It shows a female scientist and a commando, entering the containment area)

ADAM: (with anticipation) This will be interesting. (flips the last two switches)

(Cut to the containment area, and all the cells start to slide open. One demon ĎSpiderman-ingí on the ceiling sees its cell opening, and drops down like a cat. Vampires and demons of all types start pouring out, and growl hungrily)

SCIENTIST 1: Whatís going on?

COMMANDO 2: I donít know.

(Shot of the two seeing the demons coming at them)


(Shot of a fur-covered demon running at the scientist and she drops her clipboard, just before it leaps on her. Another demon jumps on the commando, and they both start to scream. Blood sprays across the clipboard)

(Cut to the command center. McNamara is leaning against the control panel listening to the reports, while Buffy and the others look on)

COMMANDO 1: (reports) Containment areaís been breached. Hostiles are loose.

COLONEL: (angry) Damn it, not again! How many?

COMMANDO 1: (looks up at him) All of 'em, sir.

BUFFY: Itís Adam. (McNamara straightens and faces her) Look, Iím the only one that has any hope of stopping him now. Just let me handle this. Get your people out of here.

COLONEL: (ignores her, turns to a couple of commandos behind him) All right, you men follow me. We gotta take the armory now.

BUFFY: Colonel--

(Shot of McNamara walking by her, he doesnít even glance her way. He stops in front of another commando, and points to Buffy)

COLONEL: These people are under arrest, do you understand?

COMMANDO 3: Yes, sir.

(Shot of the rest of the commandos following the colonel, as he leads them out of the room. As soon as theyíre gone, Buffy takes out the two Initiative guards)

BUFFY: (turns to the others) Weíve got to find Adam.

WILLOW: On it.

(Shot of Buffy, Willow, and Oz walking around to the other side of the control panel. Willow sits in front of a terminal, and immediately goes to work on the keyboard)

GILES: (retrieves his bag from the table) Buffy, th-the enjoining spell is impossible now. Itís, uh, necessary for us to come up with a new plan. A-and quickly. (joins the others standing around Willow)

OZ: (looks down at the control panel) Canít disagree. Look at this.

(Close-up shot of a black and white monitor, showing the main compound of the Initiative. There is a giant battle being fought, between the freed demons and the commandos. Growls, gunfire, and explosions are heard. Itís a chaotic free-for-all, as humans and demons die)

(Cut to Spike in the middle of the battle, fighting demons and vampires, trying to move through the fray)

(Cut back to the command center. Oz now has a crossbow in his hands, and is watching the doors)

BUFFY: How we doing, Will?

WILLOW: Done. (fingers dancing across the keyboard) Hold on. According to this, thereís airducts and electrical conduits all running into there. (points to an area on the screen, displaying a diagram of the Initiative)


WILLOW: So, thereís no Ďthereí there. Look. (points to an empty area of the diagram, and Buffy looks at it more closely)

BUFFY: Itís Adam.

GILES: Are you sure?

BUFFY: Right behind 314. (to Willow) Can you unlock it?

WILLOW: I donít have to. A-all the locks in the Initiative have been disengaged. Except for the exits.

OZ: (glances at them) End game scenario.

BUFFY: Great. So we know weíre going to 314. Now, all we have to do is get there. And then, somehow defeat Adam.

(Shot of Spike suddenly bursting in, after they hear a commotion outside)

SPIKE: (sees Oz aiming at him, raises hands) Whoa! I come in peace. White flag 'ere.

GILES: (glares at him) Sounds ominously familiar.

SPIKE: (conciliatory) Just calm down, now, Rupes. This is all part oí the plan.

BUFFY: (angry) What plan is that? The one where I finally stake your ass to the wall?

SPIKE: No, Princess, Iím talkiní about Xanderís plan.

(Shot of the gang looking at him in fury, and Giles grabs him by the lapels)

GILES: (in Ripper mode) You so much as mention his name again, and I will personally pour a hot-tubís worth of holy water down your miserable throat!

SPIKE: (gets loose) We ainít got time for this. Yeah, all right, I admit that I was sorta workiní for Adam on the quiet 'n all, but I knew from the start (pauses, frowns and shrugs) well, mostly, that that wasnít gonna pan out.

OZ: Why?

SPIKE: 'Cause, Dog Boy, Xanderís ghost told me ages ago what was gonna 'appen. And, itís all turned out just like the wanker said it would! Been cursiní his arse for it, yíknow.

WILLOW: (frowns) His ghost? What-?

SPIKE: (interrupts, flustered) Cor blimey, Red, later! This place ainít safe Ė soldiers or demons could be 'ere, any second!

(Cut to the main compound, with the battle raging furiously. Buffy clears a path for the others as they enter the battleground, fighting demons. They reach the metal security door, leading into the research area. Buffy rushes through the doorway, closely followed by Willow. Giles, Oz and Spike then disappear through as well. The war continues on)

(Cut to the interior of lab 314. Buffy opens the door, and the others follow her in)

SPIKE: (to Willow) Time for you to work your magic tricks, luv.

GILES: Iím still not sure if we should trust you. After everything you did...

SPIKE: (sighs, frustrated) Ghost Boy said Iíd 'ave to do this to convince ya. (to Giles) Your secret dies with me. Shoot me, stuff me, mount me. (Giles looks shocked) Convinced? (turns to Willow) Itís a clothes fluke, thatís what it is...and thereíll be no more flukiní! (Willow looks equally shocked) Right then...(turns to Buffy) Cavalryís 'ere. Cavalryís a frightened guy with a rock, but itís here! (Buffy looks stunned. To all of them) So, are we 'appy now?

OZ: (to Scooby Gang) From the looks on your faces, Iím guessing vamp home run on the scoreboard.

WILLOW: (looks anxious but hopeful) You really saw him? A-after he died?

SPIKE: (snorts) First bloody night the coffin was put in the ground! Hangs around like a bad smell too, if yíask me.

GILES: (adjusts his glasses) I-i-itís amazing. B-but why didnít he come to us in person?

SPIKE: (shrugs) Maybe 'cause Iím not all soul-'aving, like the rest of you. Buggered if I know, Iím just the messenger 'ere! (reaches into a bag, and withdraws the Orb of Thesulah) He said you gotta give 'im his soul back now, luv, or all of us are gonna die in a real nasty Xander-demon like kinda way. (gives it to her, and Willow accepts it looking puzzled)

BUFFY: Okay. Now...the entrance to where Adamís hiding should be right over here.

(Shot of Buffy and Oz hurrying to the corner of the far wall, and pushing aside a shelf loaded with containers of different-colored chemicals. Buffy feels along the wall, until she finds the edges of the secret double doors. They swing open with a hiss. Bright light washes over her from inside)

BUFFY: (turns to face the others) Once Iím in, barricade the door behind me. (Oz nods. She looks over to Giles) You think this place will be okay to do the ritual?

GILES: (at the door, looking out through the small window. Gives the room a quick once-over) It, uh, should be.

SPIKE: 'Course it is.

WILLOW: Oh! As long as we donít get blowed up, or anything like that.

OZ: Whatíre the odds?

(Cue another loud explosion from somewhere outside)

BUFFY: (looks at them all) Wish me luck. (turns and disappears into the lighted corridor. Spike closes the doors after her, and rolls the shelf back in place. Meanwhile, Giles and Oz start barricading the other door)

(Cut to Buffy. She emerges from an elevated entranceway, overlooking the secret lab. She sees Riley in the large chair below her. He appears to be alone)

BUFFY: Riley! (climbs down the short metal ladder, and hurries to his side) Are you hurt? (He looks at her, but doesnít say anything) Say something.

(Shot of Buffy seeing that heís trying to. She grows concerned. Rileyís eyes move to look at something behind her. She turns, and sees the Walsh and Angleman zombies standing still, not too far away)

BUFFY: What is this? (looks at Riley) Why wonít you talk to me?

ADAM: (V.O.) He canít.

(Shot of Buffy turning around, seeing that Adam has just entered the lab through the portal. It is closing behind him, as he walks towards her)

ADAM: Heís not programmed to. Heís part of the final phase now. As you were supposed to be.

BUFFY: (pleasantly sarcastic) Sorry. I donít jump through hoops on command. Iíve never really been one to toe the line.

ADAM: (just looks down at her for a moment, now standing in front of her) Oh. (eyes still on Buffy) Kill her.

(Shot of the Xander cyber-demonoid suddenly stepping up behind her. He wraps his demon arm around her neck. Buffy struggles against his hold, but canít free herself)

XANDER-CD: (anticipatory) No problem.

BUFFY: (shocked, keeps struggling) Xander?!

(Shot of Adam turning and walking past Rileyís chair, exiting the lab. The Walsh zombie starts moving, picks up a surgical saw and switches it on. The spinning blade whines, as she slowly approaches Buffy)

BUFFY: (desperate) Xander, youíre supposed to be helping me!

XANDER-CD: (sarcastic) Boy, did you ever dial the wrong number. I got killed, on account of you and Adamís Toy Boy going at it like bunnies! Remember that? And, you know what they say about payback.

(Shot of Buffy struggling in Xanderís grip, as the Walsh zombie closes in with the surgical saw. Buffy kicks out with both feet, and knocks the zombie back. Walsh tumbles against a table, and falls to the floor)

(Cut to Buffy swinging Xander around, freeing herself. His back slams up against the worktable. A glass beaker falls off the shelf, and shatters close to the edge of the table near Rileyís right arm. Riley looks down at the broken glass)

(Cut to 314. Willow is sitting on the floor. Giles has just finished lighting candles, as Oz finishes getting the incense to burn)

WILLOW: We've gotta hurry. Giles, take the Orb.

SPIKE: (looks at them) I canít do any more here. And I donít fancy you lot giviní me my soul back, accidentally or otherwise. (unbarricades the door) Gonna take a look outside. Donít want any party crashers spoiliní things, after all my effort. (leaves, Giles and Oz rebarricade the door)

(Cut to the secret lab. Buffy and Xander fight. Eventually, Buffy is thrown to the floor)

RILEY: Buffy!

(Shot of Buffy trying to get up. Xander kicks her in the stomach, sending her rolling across the floor)

XANDER-CD: (looks over his shoulder at Riley) Shut the hell up, Mr. Chip! Time to end this. (turns towards Buffy, and goes after her)

(Close-up shot of Riley as he looks down at the broken pieces of glass, and he struggles to move his arm against his programming. Cut back to Buffy, as she scissor-kicks herself to her feet, and starts fighting Xander again)

(Cut to 314. Giles and Oz are holding the Orb, Willow is sitting cross-legged, reading from text)

WILLOW: Not dead, nor of the living. Spirits of the interregnum I call. Let him know the pain of humanity, gods -- reach your wizened hands to me, give me the soul of Xander Harris. (Shot of Giles and Oz looking worried. Cut back to Willow) Gods, bind him, restore to the corporal vessel that which separates us from beast. Use this orb as your guide -- return his --

(Shot of Willowís body suddenly jerking up, she seems to be possessed)

WILLOW: (in Romanian) Te implor Doamne, nu ignora accasta rugaminte! Lasa orbita sa fie vasul care-i va transporta suflatul la el! Este scris, aceasta puture este dreptul poporuil meu de a conduce. Asa sa fie! [I call on you gods, do not ignore this supplication! Let this orb be the vessel to carry his soul to him! It is written, this power is my people's right to wield. Let it be so!]

(Shot of the Orb glowing. Cut to Buffy and the Xander cyber-demonoid, heís holding her by the neck against a wall, and about to kill her. Cut back to 314)

WILLOW: Acum! Acum! [Now! Now!]

(Shot of the Orb shining brightly, and disappearing. Cut back to the lab. Suddenly Xanderís eyes glow orange, then fade. He collapses, dropping Buffy. She gets up, turns to the two zombies and rips the tubes out of their chests, shoving them aside. They fall to the floor, now truly dead)

BUFFY: Riley! (goes over to examine him. He manages to move his arm toward her)

XANDER: (gets up, confused) Buffy? Riley?

(Shot of Buffy turning and ready to fight him again, then she notices his eyes. Theyíre alive again)

BUFFY: (rushes over and hugs him) Real glad to have you back, Xandman.

XANDER: (horrified, as the memories return) I Ė I tried to KILL you!

BUFFY: (impatient) Donít wig out on me now! Can you help Riley?

(Shot of Xander nodding. He takes a fragment of broken glass and carefully cuts through Rileyís chest, placing his fingers in and withdrawing the blood-covered chip. Riley grunts in pain)

BUFFY: (to Riley) We need to take Adam out, like, NOW. Are you okay here?

RILEY: (glances at her) Go.

(Shot of Buffy running out of the lab, leaving Xander and Riley behind)

XANDER: (patches him up, avoids his eyes) Sorry for...what I said. (follows after Buffy)

(Cut to the main compound. Colonel McNamara is leading his squad of commandos into the battlefield, theyíre all shooting at the HSTs)

COLONEL: (shouts) Fall back! Fall back! (they start to retreat, laying down covering fire. McNamara points to The Pit) Watch the flank! Lock down that Pit!

(Cut to a black and white image of the battle. Shot of Adam in his control room, watching the monitors)

BUFFY: (V.O.) Fun, isnít it?

ADAM: (turns around to see Buffy standing in the doorway, with her arms crossed) I do appreciate violence.

BUFFY: Good.

(Shot of Buffy charging Adam, and leaping into the air to attack him. They fight and she goes flying back, tumbling across the floor. Adam advances on her, his Polgara skewer unsheathes from his left arm. Buffy gets up and side-steps his thrust, grabs his arm and breaks the skewer over her knee. She hits him in the face, making him stumble a few steps back)

BUFFY: (grins) Broke your arm.

ADAM: (unconcerned) Got another. (looks down at his right arm, and a panel on his metal gauntlet unlocks and slides open. A metal device slides out of the gauntlet, covering his clawed hand, and a long six-barrel minigun springs out. Buffyís eyes widen in shock) Iíve been upgrading.

(Shot of Buffy running across the room, Adam fires at her. She leaps into the air, vaulting over a control panel, and drops down behind it out of sight. Adam continues shooting)

ADAM: Interesting. You wonít last much longer.

XANDER: (V.O.) She doesnít need to. (suddenly appears, grabs Adam from behind around his neck, and lifts him off the ground. Gunfire sprays everywhere. Xander rips the minigun off Adamís body, along with the rest of his arm, and drops it) Timeís up.

(Shot of Adam appearing worried...for the first time *ever*)

ADAM: (struggles in vain) Very...interesting.

(Cut to 314)

WILLOW: (raises her head tiredly) Wow. That was --

(Shot of a fur-covered demon trying to smash its way in through the barricaded door. Oz and Giles go and try to brace it)

(Cut to the control room. Buffy drives her fist into Adamís chest, plunging it deep into his body. Adam struggles, but canít keep her from shoving it further in. She pulls her arm out, holding something in her hand. Close-up shot of a metallic cylinder, containing a glowing green material. There is a chunk of something attached to it, that might be a part of Adamís spine)

BUFFY: (looks at the uranium core) Welcome to Hell, Adam.

(Shot of Adamís eyes losing focus, as he looks at her. Xander lets him fall to the floor, as he goes nonfunctional with a last groan. Buffy continues to stare at the power core. Riley rushes into the room, sees Adam on the floor, and looks at Buffy. She drops the uranium cylinder to the floor, with a look of loathing)

RILEY: Buffy?

XANDER: (looks at Buffy and Riley) You two need to get out of here.

(Cut to 314. The barricade on the door gives way and the fur-covered demon rushes in, ready to kill them. Oz, Willow and Giles are knocked back onto the floor, dropping their weapons, helpless to defend themselves. Spike suddenly appears and grabs the demon from behind, forcing it to its knees and snapping its neck with a twist)

SPIKE: (chuckles) Nasty sorta fella. Lucky for you I came back now, 'ey?

GILES: Yes. Uh, thank you. A-although your heroism is slightly muted by the fact, th-that you helped Adam start a war that might yet kill us all. (Spike stops grinning) A-and you probably only saved us right now, so that Buffy wouldnít stake you on sight.

SPIKE: Well, yeah. (pauses) Is that a problem?

(Shot of the others just looking at each other, then starting to get to their feet. Seeing that none of them are currently vampiricidal, Spike starts grinning again)

SPIKE: Well, everythingís all right then. We all get to be not staked-through-the-heart. (points at them with bravado) Good work, team.

(Shot of the shelf of chemicals being pushed aside as the secret doors are opened, and Buffy steps into the room, followed by Riley. Sheís smiling)

GILES: Buffy!

WILLOW: (Buffy goes to her and they hug) Everythingís OK?

BUFFY: You did great. We all did. Adamís finally been taken care of.

WILLOW: (looks hopeful) You mean-?

XANDER: (appears behind Riley) All of you have to get away from here. Now. (sees horrified expressions on Willow, Giles and Ozís faces) Hey, guys. Donít worry, it worked Ė I, I got my soul back. Itís really me. Your Xander-shaped friend.

SPIKE: (moans) Well, I swear, thatís just great.

WILLOW: (runs to him and hugs him) Xander!

XANDER: (disengages from her) Donít have time for that, Wills. All of you need to vacate the premises, like immediately.

GILES: Xander? W-what do you mean?

XANDER: For one thing, there isnít gonna be anything much of the Initiative left soon.

OZ: Sounds bad.

SPIKE: (grins) Speak for yourself, mate.

XANDER: (ignores him) The self-destruct has been set to destroy the files, the labs, almost everything. That way, nobody can ever create Adam again.

RILEY: We still got men out there!

SPIKE: (exhibits bravado again) Well, letís go evacuate 'em, by gum!

(Shot of everyone giving him a look. Spike gets a Ďwhat?í expression on his face)

BUFFY: You guys head to the exits, get 'em open. (to Riley) You, organize the soldiers and pull 'em back. Iíll take point. (heads for the door and everybody falls in behind her, except Xander)

WILLOW: (turns to look at him) Xander? (he turns his face away) Whatís-?

XANDER: (interrupts) This is goodbye, Will.

WILLOW: (screams) NO! (everyone looks back now) Not again! Xander -

XANDER: (looks solemnly at them all) The containment mechanism for Adamís power source has already started disintegrating, people. Odds are that in about fifteen minutes, the uranium hereíll make the walls glow in the dark, and give everybody a permanent orange afro.

(Shot of everyone looking shocked)

GILES: W-what can we...

XANDER: (shrugs) Do? Nothing. But I can minimize the fallout. Take the cylinder deep underground somewhere. Has to be a lot deeper than what the Initiative goes Ė so, thatís why I canít come with you. (turns and walks away, not looking back)

RILEY: Xander...(pauses, looks down, then at Xanderís back) thanks.

BUFFY: (anguished look and voice) Xander...

XANDER: (stops briefly) You donít have to say it, Buffy. You were worth it. (leaves)

(Shot of Willow starting to go after him, but Oz grabs hold of her and prevents it despite her protests. Giles and Buffy stare at each other)

GILES: (concerned) Are you up to this?

BUFFY: (determined) I gotta be.

(Shot of a demon suddenly appearing in the doorway. Buffy punches it in the chest, and it goes flying back)

(Cut to a dark room, somewhere in Washington. One source of light illuminates a large conference table where Mr. Ward sits, with several other men in suits. The camera pans slowly as he speaks)

MR. WARD: The Initiative was an experiment, gentlemen. It was a focus for combating, and possibly harnessing the power of an otherworldly menace for the governmentís military agenda. (pauses) However, from the final reports, itís apparent that the experiment...has failed.

(Cut to the Initiative. Buffy and Riley are fighting, and defeating demons and vampires)

MR. WARD: (V.O.) Our soldiers suffered over a ninety percent casualty rate, as a result of the insufficient safeguards and the renegade prototypeís actions.

(Cut to a close-up shot of Graham, as he is overpowered by a demon. Riley helps get it off and kill it, and partially carries him along as the commandos run offscreen)

MR. WARD: (V.O.) And apparently, we were fortunate that a group of civilian fighters was there to help save the day, and evacuate the few personnel that were still alive.

(Cut to the Scooby Gang in the elevator shaft, preparing to start climbing the rappel lines. The commandos keep firing at the hostiles, covering them)

MR. WARD: (V.O.) I trust that the irony of that is obvious, to all of us here?

(Cut to Colonel McNamara, he is firing at the demons in the main compound)

MR. WARD: (V.O.) Thus, it seems that Professor Walshís plan is unworkable in practicality, although theoretically it was quite sound.

(The colonel shoots at a vampire, but fails to see another vamp as it grabs and bites him from behind, and McNamara screams silently as he dies)

MR. WARD: (V.O.) The hostiles cannot utilized for the greater good Ė they can be captured or destroyed, but that is all.

(Cut to the battleground, the war is over. Dead humans and demons littered everywhere. There are still a few demons and vampires alive, feeding on the dead. Cut to Washington)

MR. WARD: It is therefore recommended that this project be terminated, and all records concerning it be destroyed. A military debriefing, with an Ďofficial secretsí clause will take care of the surviving soldiers. Wet affairs will monitor the civilians, with the usual measures to be taken if thereís trouble. (ponders) Which I donít think there will be.

(Cut to exterior of Lowell House. Buffy, the gang and the commandos come streaming out. The Initiative headquarters explodes into a huge fireball. They all dive to the ground. Panning shot to show the faces of the survivors, their faces dirty and clothing torn)

MR. WARD: (V.O.) The appropriate story will be given to the press, and what remains of the Initiative itself will be decontaminated and filled in with concrete. Any remaining demons will be terminated with extreme prejudice. The plan is to bury it all, gentlemen. (pause) Bury it all...and salt the earth.

(Camera angle on the burning building. The image turns into TV snow and static hisses)


The End