EXT. BRONZE - ESTABLISHING - NIGHT

Decent crowd. Soft MUSIC from within.

INT. BRONZE - CONTINUOUS

ANGLE: XANDER

He is sitting on the sofa by the stairs, staring deeply into someone's eyes.

ANGLE: WILLOW

is the subject of his discourse. She stares back at him raptly.

EXT. NEAR THE SCHOOL - NIGHT

ANGLE: A CAR

parked near some trees in the distance. We hold on it -- total silence on the soundtrack -- as BUFFY flies in from the top of the frame in EXTREME SLOW MOTION and falls towards the ground on her back --

CLOSE ON: BUFFY

as she hits the ground (in real time) with a hell of a thud.

INT. CAR - CONTINUOUS

CORDELIA jerks away from KEVIN, whom she was kissing.

EXT. NEAR THE SCHOOL - CONTINUOUS

CLOSE UP: THE VAMPIRE

steps into frame, looking down at her. Smiling. Buffy glares up at him.

INT. CAR - CONTINUOUS

EXT. NEAR THE SCHOOL - CONTINUOUS

As Buffy does a backwards roll and comes up on her feet.

CLOSE ON: HER HAND

as it reaches behind her back and pulls out a stake. The vampire snarls, hesitates.

INT. THE CAR - CONTINUOUS

They resume kissage.

EXT. NEAR THE SCHOOL - CONTINUOUS

We are close to the fight -- a couple of quick hard blows and Buffy SLAMS the stake home.

The vampire falls, crumbles to dust.

Tired, Buffy wipes her brow.

EXT. LIBRARY ROOF - NIGHT

The camera tracks slowly along the roof, heading towards an octagonal skylight in the center of the building.

CLOSER ANGLE: THE SKYLIGHT

looks down at the library. It's GILES, walking through, below.

INT. LIBRARY - CONTINUOUS

The CAMERA MOVES -- just as stealthily -- till it finds the window to Giles' office, and Giles, who

INT. GILES' OFFICE - CONTINUOUS

pours himself a cup of tea as he pores over the book in his other hand. Never taking his eyes off the book, he crosses to his desk and sits.

A moment, and he reacts visibly to what he's reading.

He stops.

He reads further. Grabs another volume from his desk, rifles through it to a particular passage. Compares them.

Absently, he reaches for his teacup.

CLOSE UP: THE TEA

as ripples start appearing in the liquid.

Giles looks at the ripples, his hand stopped in mid grab, his brow furrowed.

And then the RUMBLE of a good sized EARTHQUAKE as everything in the office starts to shake. Giles looks around in fear.

ANGLE: THE TEACUP

shakes off the desk and hits the floor with a crash.

INT. THE BRONZE - CONTINUOUS Everything shakes here as well. Xander and Willow take shelter:

as someone tumbles down the stairs over them. Xander grabs Willow, covers her.

INT. THE CAR - CONTINUOUS

As Cordelia and Kevin look about them in fear.

EXT. NEAR THE SCHOOL - CONTINUOUS

As Buffy looks about her as well, more wary than afraid. Tries to keep her footing.

INT. THE LIBRARY - CONTINUOUS

As the shaking continues, Giles going to the doorway of his office for safety in time to see:

ANGLE: THE FLOOR

as a crack runs across the library all the way to the stacks.

INT. THE CHURCH

And the earthquake is really taking its toll here, dust and stones falling everywhere.

In the midst of the chaos is THE MASTER, who is EXULTANT.

ANGLE: COLLIN

Sitting calmly, looking up.

ANGLE: A PILLAR

crashes to the ground, dislodged.

The quake stops suddenly. The Master turns to Collin.

He turns.

He looks at her, trying to conceal a rush of emotion. There is a beat, as she puzzles out his expression.

He shakes it off, turns back to his books.

He pulls out two volumes, crossing to the main desk, on which are piled several others.

She exits. He watches her go.

EXT. FOUNTAIN QUAD - DAY

Buffy, Xander and Willow all head out and down the steps.

She goes off quickly, Buffy watching.

He steers her toward the bench by the fountain.

There's a kid sitting near where Xander parks Buffy. He greets the kid thus:

The kid does, as Xander sits by Buffy.

A moment, as this sinks in.

He waits, knowing the answer already.

He bails, wandering off under the archway. Buffy sits by herself on the bench, bummed.

Which is when the hail of pebbles starts.

The first few get Buffy's attention, tiny hard pellets hitting the ground around her. She stands as more start coming down.

People -- including Buffy -- all run for cover as the real shower starts. Buffy stands under the archway, watching the hail come down.

ANGLE: XANDER

Walking away, not near Buffy. He hears:

Xander looks back over his shoulder.

And turns and goes.

INT. GILES' OFFICE - DAY

Giles is on the phone, waiting for it to be picked up.

He hangs up. Looks up to see Ms. Calendar standing in the doorway.

She tosses the papers onto his desk.

He studies her for a moment.

INT. HALL - DAY

Kevin and Cordelia walk down together.

They smile at each other, about kissing. Then Cordelia spies Willow exiting a class.

As she is speaking, Willow sees:

ANGLE: XANDER

Sitting by himself in an empty classroom.

She crosses into:

INT. CLASSROOM - CONTINUOUS

She approaches Xander, who is bouncing a ball off the wall.

He stops bouncing the ball, stands.

She touches his arm sypathetically. He smiles ruefully at her, puts his arm around her with casual intimacy.

He is smiling his most charming smile at her. So it is with a touch of hesitation that she says:

He takes his arm off her.

She exits. Xander embraces a new low.

Another moment, and he hurls his ball against the wall.

EXT. THE SCHOOL - NIGHT

We see the front, empty and dark.

INT. GIRL'S LOCKER ROOM\BATHROOM - NIGHT

Buffy is finishing putting on her hunting gear. She pulls a stake out of her locker and slips it in her jacket.

Two girls in soccer uniforms pass by, laughing. Buffy watches them as she crosses to the sinks.

She turns on the faucet, looking in the mirror. After a moment she bends down to splash her face. Stops.

ANGLE: THE SINK

is filling with blood.

INT. LIBRARY - EVENING

Buffy enters the empty library, looking about for Giles.

Her gaze is drawn to the office, as she sees through the door:

ANGLE: THE OFFICE

Giles is in urgent conversation (that we can't hear) with someone. Then someone passes by the door. It's ANGEL.

She moves toward the office, quietly excited. Almost reaches the door and stops -- when she hears them.

INT. GILES' OFFICE - CONTINUOUS

ANGLE: BUFFY

She is silent.

But he really can't think of what to say.

She nearly cracks on that last, sinking into a chair. Angel comes up to her, touches her face. She pushes his hand away violently.

She is near tears now, looking up at them angrily.

She takes one of his books from the table and hurls it across the room -- almost at Giles himself.

She closes her hand around the cross Angel gave her. Yanks the chain off her neck. Lets it drop.

Neither man says anything as she walks out of the room.

INT. THE CHURCH - NIGHT

The Master reaches out and touches the mystical wall.

In the same angle, Collin walks through the wall (no FX) and heads up to the surface.

INT. WILLOW'S BEDROOM - NIGHT

She is at her desk, trying to do homework. She stops to look at a picture of her and Xander. After a moment, she picks up the phone.

INT. XANDER'S BEDROOM - NIGHT

The camera is high above Xander's bed, looking straight down at him. He is a fine picture of despair: lying on top of the bed, fully dressed, staring at nothing. Patsy Cline singing "I Fall To Pieces" on his tape deck.

The phone RINGS. Xander lets it ring, then picks up the receiver and lets it drop. Picks it up and leaves it off the hook.

INT. BUFFY'S BEDROOM - NIGHT

Buffy sits on her bed, looking through old pictures and letters. JOYCE steps in.

A beat, as Buffy considers doing just that. Instead:

She swings open the closet door. Hanging up inside is a genuinely stunning gown. Buffy stares at it.

Buffy turns back to the dress, running her hand along it.

INT. ANGEL'S APT - NIGHT.

CLOSE ON: ANGEL:

as he wakes suddenly from a nightmare, lying in his bed. He looks around, disoriented. Then he looks down.

Collin is sitting at the foot of his bed. Cross-legged, staring quietly at him.

Angel pulls himself slowly into a sitting position, never taking his eyes off the boy.

The boy nods.

The boy slides off the bed, starts to leave. Turns back to Angel.

He leaves. Angel doesn't move.

EXT. THE SCHOOL - DAY

No one is here on a Saturday.

INT. HALL OUTSIDE AV ROOM - DAY

Cordelia enters with Willow.

They reach the door, look in the window.

ANGLE: THEIR POV THROUGH THE WINDOW

We see the AV room. The TV is on (facing us), blaring Saturday morning cartoons. Two people sit on the couch in front of it.

She tries the door but it's locked. Starts rummaging for a key as she says:

As she natters on, unlocking the door, we cut to:

INT. AV ROOM - CONTINUOUS

The tableau. The camera is by the TV. From here we can see the whole room, and Cordelia and Willow can be seen through the window at the back.

The boys on the couch are horribly dead. In the foreground lies a girl's body, just as dead. The place has been trashed. In the back, leaning awkwardly against the door, is dead Kevin.

Cordelia gets the door open.

Kevin falls back at her feet.

Cordelia screams. Willow stares, first at Kevin, then into the room. The cartoon music blares.

ANGLE: THE TV

The happy cartoon animals romp and play. There is a bloody hand print on the screen.

INT. BUFFY'S ROOM - AFTERNOON

Buffy steps in front of the mirror. She has the dress on. She looks... well, look at her.

Joyce runs in.

INT. WILLOW'S BEDROOM - SUNSET

Willow is sitting on her bed, knees drawn up, still freaked. Buffy has thrown a jacket over the dress, is sitting on the bed as well.

There is such bitterness in this last word. Buffy looks away, thinking.

She stands, decided.

Willow nods.

Buffy goes, reaches the door:

Buffy looks down at it, looks up at Willow.

She goes. Willow watches her, puzzled. The finality in Buffy's tone beginning to sink in.

INT. LIBRARY - NIGHT

Giles has been explaining to Ms. Calendar. He's also been pulling weapons out of the weapons cabinet. He crosses back to the table (on which she sits) holding the crossbow.

Giles loads arrows onto the crossbow.

She holds up a Bible. Opens it and is about to read:

Neither of them heard her enter. She crosses to them, newfound determination in her face.

She punches his lights out. He goes down in a heap. She looks at Calendar a moment, then takes the cross Angel gave her from the table. She puts it on.

She takes the crossbow.

She exits.

EXT. NEAR THE SCHOOL - NIGHT

Buffy exits the school and walks through the dark. She stops, sensing a presence. Turns.

Collin stands in the dark, looking at her.

She walks up to him.

He reaches up and takes her hand.

They walk off together.

BLACK OUT.

He takes off. Willow steps forward --

INT. TUNNEL - NIGHT

Collin leads Buffy slowly through the darkness (no longer holding hands). They reach a part of the tunnels that veers off from the electrical tunnels -- an older, rough hewn opening that heads even further down.

They move slowly. They are silent.

INT. ANGEL'S APT. - NIGHT

He is looking through his own volumes when someone POUNDS on the door a few times. He goes over to it, opens. We see only Angel as he reacts to the sight of the visitor.

Xander strides in, brushing past Angel and saying perfunctorily:

This news hits Angel pretty hard.

He suddenly holds a cross in Angel's face -- Angel moves back, hissing.

Angel has sunk into his chair over this last. He looks at Xander.

INT. LIBRARY - NIGHT

Willow is looking at the door, worrying about Xander and Buffy. Giles and Ms. Calendar are trying to work out what to do -- needless to say, some books are open between them.

She crosses to the computer, throwing a last look to the door.

INT. THE CHURCH - NIGHT

Collin leads Buffy down the tunnel toward the church. He stops, indicating she go alone.

She does, stepping down into the church. Looking around her.

ANGLE: THE MASTER

Stands in darkness. His eyes gleam.

She doesn't turn, though he is behind her.

She spins and SHOOTS.

He catches the arrow an inch from his heart.

INT. TUNNELS - NIGHT

Xander and Angel make their way through. Xander looks at Angel.

INT. CHURCH - MOMENTS LATER

Buffy reloads, never taking her eyes off the Master.

He steps back, disappearing into the shadows.

INT. LIBRARY - NIGHT

Research continues. Ms. Calendar reads, saying:

They look at each other.

They head out.

INT. THE CHURCH - CONTINUOUS

Buffy walks slowly about, crossbow ready.

His voice comes from the other side of the room. She spins, standing in front of a pool of water.

He GRABS her from behind, knocking the crossbow to the ground.

EXT. SCHOOL - NIGHT

Willow and Ms. Calendar are rounding a corner, headed for her car.

Ms. Calendar has stopped. Willow stops also, her gaze drawn ahead as well.

ANGLE: THEIR POV

Headed for them, in a line, moving slowly like zombies, are the vampires. Twenty of them.

The women turn slowly, fear ripening on their faces.

ANGLE: MS CALENDAR'S CAR

Three vampires are passing it. No way to reach it.

Willow turns to look back the way they came.

ANGLE: BY THE ENTRANCE TO THE LIBRARY BUILDING

Four more.

INT. THE CHURCH - CONTINUOUS

He holds Buffy by her arms. She twists but cannot break free.

He whispers intimately in her ear.

He buries his fangs in her neck. She cries out -- the Master shakes with the power he is drawing from her. Her cry becomes a mewl, the expression of pain and horror freezing in her eyes.

He rears his head back.

Her eyes shut. She sags in his grasp. He looks at her.

He lets her fall. She goes to her knees, then face-down into the pool of water.

He crosses to the mystical wall. Pulls his hand back and shoves it through. The wall ripples, breaks up -- as he steps through it disintegrates, the energy crackling around him.

He walks through and up into the tunnel.

INT. THE TUNNELS - CONTINUOUS

Xander and Angel stop, HEARING the mystical wall disintegrate. From the distance, a glow briefly illuminates them.

INT. THE CHURCH - A BIT LATER

The two men race through the tunnel, Angel with a good head start.

He sees Buffy, runs to her. Pulls her out of the pool and turns her over. Holds her, hand on her wrist, ear to her mouth.

Xander runs up to them, stops. Angel looks up at him.

A small moment, then Xander leans over Buffy. Closing his fingers over her nose, he gives her mouth to mouth. Puts the heels of his hands to her chest (need I mention this will all be terribly chaste and tasteful?) and pumps the heart rhythmically.

Nothing. He breathes into her mouth again. Then the heart again.

EXT. SCHOOL - NIGHT

Ms. Calendar and Willow are backing slowly up, with nowhere to go.

They turn -- there really is no avenue of escape.

A CAR PULLS UP next to them, startling them. Behind the wheel is Cordelia.

INT. THE CHURCH - CONTINUOUS

Xander is breathing into her mouth. Angel watches.

Angel shakes his head -- it's not working.

Her eyes open.

She sucks in a huge gasp of air, coughing powerfully after.

Her eyes focus, and she looks up at:

He does a pretty good job of holding back his emotions -- just smiles. She looks over at Angel.

EXT. SCHOOL - NIGHT - CONTINUOUS

As Willow gets in, Ms. Calendar taking the back seat.

ANGLE: THROUGH THE WINDSHIELD

We are looking at the encroaching horde in the distance -- when a leering vampire head pops down into frame right in front of us! He's on the car -- the women SCREAM, as well they should.

ANGLE: CORDELIA'S FOOT

slams down on the gas pedal.

THE CAR

peels out, Willow and Ms. Calendar bracing themselves as they realize how Cordelia plans to get them there.

It races for the entrance to the building, Vampires jumping out of the way.

INT. HALL - CONTINUOUS

ANGLE: THE DOORS

as the car BLASTS through them, charging down the hall, the vampire still on the hood. Vampires on foot follow hard behind.

The car continues down the hall at a good clip --

-- Cordelia slams on the brakes --

-- and the car screeches to a halt right outside the library doors. The vampire flying off the hood.

Vampires are already closing in as the three women pile out of the car and into the library. Cordelia is the last one in, closing the door behind her as a vampire is inches from grabbing her.

INT. LIBRARY - CONTINUOUS

Giles rushes up to them as they barricade the door.

A vampire arm SMASHES through the round window, clutching at them. Willow grabs the library sign and hits the arm till it withdraws.

ANGLE: THE CRACK IN THE FLOOR OF THE STACKS EXT. LIBRARY ROOF - CONTINUOUS

The Master comes out the door, walks to the edge of the roof. Looks out in the distance.

ANGLE: BEHIND THE MASTER

The camera rises, showing the bucolic vista spread before him. His beautiful world.

INT. THE CHURCH - CONTINUOUS

Buffy starts to sit up.

Angel takes her arm, helping.

She stands.

Xander and Angel look at each other. Buffy looks at the entrance to the church.

She starts out, strength in her stride. After a moment, the boys follow.

INT. LIBRARY- CONTINUOUS

The group is barricading the door when they hear the CRASH in the back. Turning, Giles calls out:

She and Willow run to the back, shut the doors.

They hoist one in front of the door just as Vampires reach it, begin pounding on it from outside.

ANGLE: WILLOW'S FOOT

As she holds the bookcase firm. A tendril is creeping toward her.

ANGLE: GILES

Hears another crash O.S.

He runs to it. Cordelia turns from the door -- and an arm grabs her.

EXT. NEAR THE SCHOOL - NIGHT

Buffy strides toward the school, the two men flanking behind her.

A vampire steps in front of them.

ANGLE: THEIR FEET

We see the vampire step into Buffy's way. We hear a thunderous punch and his feet leave the ground, his whole body slamming down right in front of camera.

Buffy never breaks stride.

INT. A HALL - CONTINUOUS

Buffy reaches a door marked "Roof Access". The lock has been broken and the door is ajar. She turns to the others.

He turns to her, his face now vampiric.

She starts up the stairs. Xander and Angel turn and stand by the door like bodyguards.

INT. GILES' OFFICE - CONTINUOUS

Giles runs in just as a Vampire is breaking the window. Giles grabs a stake and drives it home. Starts moving the bookcase in the way of the window.

INT. LIBRARY - CONTINUOUS

Cordelia beats on the hand holding her, finally biting it till it lets go.

ANGLE: WILLOW AND MS. CALENDAR

Holding the bookcase.

ANGLE: HER LEG

As the tendril wraps itself around it.

Willow looks down and screams! Ms. Calendar grabs her, tries to pull her away. They both fall to the floor, Ms. Calendar still tugging at the snared Willow.

And then it rises, bursting through the wood of the floor. It's a tentacle -- or an arm -- or something: grotesque, twisted flesh dripping with slime, dull, glassy eyes and mewling, razor-toothed mouths opening incongruously along its length. There is no reason to it. It's demon.

ANGLE: GILES

runs out of his office and stops.

EXT - ROOF

The Master looks down at the demon.

He turns, disbelieving.

He reaches out suddenly, clutching the air as though it were her. Locks eyes with her. Stares, mesmerizingly.

INT. LIBRARY - CONTINUOUS

Ms. Calendar still pulls at Willow.

ANGLE: GILES

is shaken out of it. He runs to the book cage, to the weapons cabinet. Emerges with a tasty battle axe.

ANGLE: WILLOW

has stopped screaming. The tentacle comes at her and she is just staring at it.

ANGLE: THE TENTACLE

A horrible mouth opens at us - and then Giles appears behind the tentacle and SINKS the axe into it. Black ichor gushes from it -- every mouth on it SCREAMS --

and a second one BURSTS through the floor.

EXT. THE ROOF - CONTINUOUS

Against her will, Buffy moves toward the Master, never taking her eyes off him. We can see the struggle in her as she moves haltingly forward, the Master coming towards her as well.

She comes right up to him. Staring. Suddenly snapping out of it, she says:

And she DECKS him in the face, a headsnapping blow that lifts him up and sends him bodily to the ground.

He roars, leaps up at her -- and she blocks, delivers a series of blows that stagger.

He gets one in himself, and the animal ferocity of it sends her back.

INT. LIBRARY - CONTINUOUS

The tentacle swings -- Giles is knocked over the railing and SLAMS down on the table, splintering it. Half the table sits upended just below the skylight, the shards pointing at the sky.

INT. A HALL - CONTINUOUS

Xander and Angel stand ready. Two vampires appear, run at them.

Xander pulls out a stake and his cross. He tosses the cross to Angel --

-- who baubles it and tosses it back. Xander tosses him the stake instead.

And the vampires are ON HIM. He backs one down with the cross, taking the moment to punch him in the face.

Angel stakes the other one.

INT. LIBRARY

The tentacle rises over Giles He crawls backwards, eyes on it.

EXT. THE ROOF - CONTINUOUS

Buffy and the Master are into it now.

They spar a bit more -- each getting in powerful blows -- before he grabs her, holds her. The skylight right behind her.

she looks down at it, sees:

ANGLE: THROUGH THE SKYLIGHT

The broken table, pointing up.

She grabs him back, by the throat and the arm, and her grasp -- from the look on his face -- is stronger than his.

She pulls him close.

And she lifts him, flips him bodily over her head, throwing him behind her so he lands on his back and crashes through the skylight.

INT. LIBRARY - CONTINUOUS

And he falls, glass littered about him, and is impaled on the upended shard.

Everything stops. There is a rending kind of SHRIEK from the Hellmouth and the demon tentacles withdraw. Our people are still, staring in shock. The Master twitches, his mouth open in a scream he'll never make.

He more explodes into dust than crumbles, leaving most of a crumbly skeleton lying where he was. He looks like excavated remains.

And then it's quiet.

EXT. NEAR THE SCHOOL

Collin stands, looking toward the school. Vaguely disappointed, he turns and heads away toward the trees.

INT. LIBRARY - A COUPLE OF MINUTES LATER

Buffy enters slowly, Xander and a now-human Angel following. Everyone gathers in the middle of the room, a bit dazed.

ANGLE: BUFFY

Bursts out crying. Everyone stands around for a minute, uncomfortably. She gets it down to a couple of sniffles.

She indicates the Master's remains. They all turn and look.

They head out, all talking at once:

And as they leave,(all this dialogue overlapping), the camera cranes up in the empty library, tilting straight down to look at the ruined skeleton of the master.

Loser.