Caught off guard, Buffy SPINS, startled.

Neither of them notice as they argue that Stephan starts crawling out of his grave, looking at them with ravenous glee.

Stephan leaps on her, knocking her to the ground. She throws him off.

ANGLE: STEPHAN

He grabs a shovel. Grins.

Angel charges him and he WHACKS him in the head. Angel flies back, lands hard as Buffy moves in --

-- Stephan swings at her but she gets inside it, raises her arm and the shovel -- CRACK - splinters in half as it hits her forearm. With the other arm she wrenches the half he's holding out of his grasp and SHOVES it into his heart.

He turns to DUST.

Angel rises, rubbing his head.

Angel starts to answer, then just shakes his head.

Angel turns and starts away, going around the tree. Buffy quickly starts after him, working to catch up.

And suddenly, BUFFY DROPS OUT OF FRAME.

ANGLE: LOOKING DOWN INTO AN OPEN GRAVE

Buffy lays in an open, silk-upholstered coffin at the bottom of the six foot hole.

Buffy looks up at Angel, who crouches at the edge of the grave above, looking down. She sits up slowly, stiffly.

She rises from the box, looking to Angel for a hand up and out. But he's standing again, scanning the cemetery.

ANGLE ON: BUFFY STIL IN THE HOLE

At eye level with the ground around the open grave.

RACK FOCUS:

To two shallow depressions in the grass. We don't need to know what they are -- Buffy does. She jumps out of the grave.

BUFFY'S POV - AT GROUND LEVEL

Tracking fast through the grass (and the depressions) to a WHITE, FORMAL WOMAN'S SHOE, left behind. A hand enters frame, picks up the shoe, takes us to Buffy:

Giles pointedly changes the subject.

Xander shakes his head.

INT. SCHOOL LOUNGE - DAY

A table is set up beneath a banner: "SCIENCE FAIR SIGN-UP." WILLOW is writing on one of the clipboards. She looks up to see:

ANGLE: A CAMERA

Going off in her face. ERIC is an annoying, aggressive science nerd who right now is taking pictures of every pretty girl who passes by.

He turns the lens on a passing senior, looking her up and down.

Willow glances over at CHRIS EPPS, who picks up the clipboard next to her. He's shy and brainy, but he has a quiet authority.

Chris glances up to see Willow watching him write. She reacts.

CORDELIA steps up beside Willow, picks up a clipboard, starts writing. She is not radiating sunshine.

Just then, Eric appears and begins aggressively snapping photos of Cordelia.

Cordelia turns away

Buffy enters. Eric snaps her picture.

Chris smiles at Willow as she leaves with Buffy. Cordelia lingers, but when she sees Eric's leer, she quickly follows. Eric watches her go, with a malevolent grin.

Chris crosses off, leaving Eric to continue watching Cordelia walk away. Eric's creepy smile returns.

INT. LIBRARY - DAY

Willow settles in at the computer. Buffy et al. hover.

Willow starts her web search as Cordelia enters.

The gang gathers around Willow at the computer screen, ignoring Cordelia.

Xander, without looking at Cordelia and without feeling, pats her shoulder.

Xander raises his hand.

Trying not to be affected by that idea, Cordelia exits.

ANGLE ON: THE LIBRARY'S COMPUTER SCREEN

With an article and NEWS PHOTO OF THE THREE DEAD GIRLS, all smiles in their pep squad outfits. The caption below, identifies them as Meredith Todd, Jane Atkins and CATHY RYAN.

EXT. CEMETERY - NIGHT

CLOSE ON: A HEADSTONE

With the name CATHY RYAN, her birth and death dates: she was 17.

WIDER ANGLE: CEMETERY - NIGHT

Buffy with her back to a tombstone next to Willow. Before them, Xander and Giles wield shovels, already pretty deep into the ground, and way grimed from the effort. As they talk, Willow munches a little powdered donut.

THUNK.

Buffy and Willow peer over the edge of the open grave as Giles and Xander quickly clear the top of the coffin.

Everyone looks on in anticipation as Giles and Xander each wait for the other to do the honors.

Buffy agilely drops down, takes a deep breath and reaches for the latch that will open the top half of the hinged coffin lid.

BLACK, INSIDE THE COFFIN.

As the lid is opened and WE LOOK up at our quartet, who look back at us.

EXT. SCHOOL PARKING LOT - NIGHT

Cordelia and TWO OTHER CHEERLEADERS in full uniform talk as they cross the school student parking lot after practice.

The other cheerleaders get in their car and drive off, leaving Cordelia to cross to her car several yards away.

She feels like someone's watching. She stops, scans the lot.

No answer. She digs her keys from her purse as she quickens her pace to her car. She looks around again. No one.

She puts the key in the lock, then hears a WHOOSH sound.

Another SOUND. Closer.

Cordelia juggles her keychain, fumbles it to the ground. The keys glance off her shoe and skitter under the car. p sees- she car, the beneath looks as But keys. her retrieve to try crouches now, wig maximum at>FEET, two, standing right on the other side of her car.

Cordelia freaks, leaves her keys and takes off running, away from the car, toward the nearest school building.

We see the FORM of SOMEONE coming around the car after her.

EXT. SCHOOL/AROUND THE CORNER - NIGHT

An alleyway formed by the wall of a separate building and the main school building. It's deserted, save for a couple of FOOTBALL BLOCKING SLEDS and orange DRIVER'S ED. CONES stored there beside a GARBAGE DUMPSTER.

A SHADOW, Cordelia's pursuer, drifts slowly past the objects, pausing for only a moment before moving along.

Then, all is quiet.

CLOSER ON: THE DUMPSTER

As Cordelia slowly, tentatively sticks her head up and looks left, then right into the eyes of--

ANGEL

Cordelia screams, falls back. Angel smiles.

Angel reacts, affected by this, betrayed.

Cordelia holds out her hand. Angel, somewhat reluctantly, takes it, to help her climb out. The back of her dress gets stuck on something.

She reaches behind her, pulls something loose.

Cordelia sees what she just pulled loose behind her: a human hand, severed a ways below the wrist. Cordelia holds it at the wrist. Cordelia screams.

Angel steps from the shadows, Cordelia clinging to him with a hermetic seal, her head buried in his chest. Buffy reacts.

She stops, standing right by Xander, a fact not lost on Angel.

Another look between Angel and Buffy.

Angel turns toward Buffy. She looks away. Cordelia quickly wraps an arm around Angel.

With a look back, Angel is dragged from the library by Cordelia.

Willow nudges Xander, gestures toward Buffy.

But Buffy is staring at the library door. She hasn't heard a word said since the doors closed behind Angel.

INT. CHRIS'S LIVING ROOM - NIGHT

CHRIS'S MOM, in a loose floral house dress, sits in a worn arm chair. A cigarette, burning a quarter inch into the filter, hangs from her lips. Her empty gaze is fixed on a television set OFF CAMERA. The house is unkempt, dark and depressing.

Chris enters from downstairs, carefully shutting the cellar door behind him. On the door we see a sign that says: NO TRESPASSING - KEEP OUT! (Typical of a teenager, it's cluttered with other signs as well, and stickers and whatnot.)

Chris's Mom doesn't react, doesn't even acknowledge him.

Still nothing but cigarette smoke from Chris's Mom. After a beat, Chris finally goes, leaving his Mom in her smoking world.

ANGLE: THE TV

We see a home vid of a football game -- a victorious Daryl Epps running up to the camera, smiling.

INT. HALL - NIGHT

Willow and Xander are opening lockers using info from copies of a computer print-out. Giles sort of hovers behind them.

Giles takes a sheet from Buffy and crosses to a locker. Buffy crosses to Eric's, saying:

Willow opens a locker. It's full of magazines.

Giles and Willow cross to Xander.

He opens the door wider, revealing a stack of books inside.

MOVE DOWN THE BOOKS' SPINES, with titles like Gray's Anatomy, Mortician's Desk Reference, Robicheaux's Guide to Muscles and Tendons, etc.

Giles reaches in, pulls out a folded section of the local newspaper, open to the story and NEWS PHOTO OF THE THREE DEAD PEP SQUAD GIRLS we saw on Willow's computer screen before.

She is staring at Eric's locker. Taped inside that locker door--

THE PICTURE OF A WOMAN

Actually, it's a COLLAGE, with various facial features and body parts torn from different MODELS in magazine ads and pasted together to form a grotesque image of an "ideal" woman.

INT. LAB (OLD SCIENCE BUILDING) - NIGHT

ANGLE: BIRD'S EYE VIEW OF AN OPERATING TABLE

There is a body clearly defined under the sheet on this table, (framed to match the size and angle of the locker collage).

Walking around the table is Chris. He lifts part of the sheet, hooks an electrode to a foot.

ANGLE: ERIC

Emerges from a small darkroom off the lab, a few still-dripping photos in his hands. He is singing to himself:

As he says this he hangs the photos on a line with some others. They are all photos of Sunnydale girls, including Buffy, Willow and Cordelia.

He goes back into the dark room, passing the body and for the first time we see up close:

HER LEG

Which has clearly been sewn together.

A DREAM GIRL

That is, a fantastic looking SENIOR GIRL as she walks across--

EXT. QUAD - THE NEXT MORNING

A TRIO of GEEKISH GUYS worshipfully watch her every step.

ANGLE ON: XANDER AND WILLOW

As they sit together on the front steps of the school. Buffy joins them, watching the geek trio watching the dream girl.

She sits, still looking at the people around her.

Buffy reacts. This notion strikes a chord -- actually with all three of them.

Giles emerges from the school. He scans the ARRIVING CROWD, not noticing Buffy and company.

Buffy turns, sees what Giles sees. MS. CALENDAR is coming.

She nudges the other two and they take off. Giles turns as the trio disappears into the school.

And Ms. Calendar is there, passing Giles on her way inside.

They head:

INT. SCHOOL CORRIDOR - DAY

The SCHOOL BELL RINGS, and PEOPLE start moving inside.

Giles nods and Ms. Calendar turns and crosses to the door.

Giles is startled as Ms. Calendar reappears beside him.

Giles can manage no better than a twitchy nod.

Ms. Calendar smiles, then drifts inside. Giles lingers a beat, before a self-satisfied smile crosses his face.

INT. SCIENCE CLASSROOM - AFTERNOON

Xander is playing with a visible head as Willow pores over volumes.

Xander makes the head talk.

Buffy enters, all business.

All turn as he enters.

As the four of them contemplate this, the camera ARMS DOWN, the visible head filling the frame.

ANGLE: THE DOOR TO CHRIS'S BASEMENT

We track slowly in at the sign that says: NO TRESPASSING - KEEP OUT! (A.D.'s beware, Chris' mom may be in the shot.)

INT. STORAGE ROOM/BASEMENT - DAY

Chris and Eric are in a dark, cramped, cluttered room filled with dust-covered pieces of furniture, boxes, etc. The room is lit only by a single bare light bulb and a shaft of light angling down from a small clerestory window above.

Chris turns toward a DARK, SHADOWY RECESS of the storage room behind them.

THE VOICE slowly steps forward from the shadows.

This big, hulking THING has ONE GREEN EYE AND ONE BROWN EYE. His face - all of him that we can see - has been stitched together. The guy's a walking jig-saw puzzle.

Meet DARYL EPPS.

BLACK OUT.

Daryl goes to Chris, crouches down to his brother's eye level.

His fury is sudden -- and suddenly gone. He approaches his brother.

Chris stares at him, uncertain. Daryl begins an old chant, one that sounds odd and forlorn down here:

Chris nods silent acquiescence.

Daryl gently kisses the top of Chris's head, then turns to Eric.

Eric takes his girl pix from his backpack, fans them out on a chest of drawers as Daryl starts leafing through them. As Eric smiles a malignant smile back toward the still bowed Chris, Daryl selects one of the photos and hands it to Eric.

Eric uses scissors to begin cutting the chosen photo of Cordelia.

OMITTED

INT. LIBRARY - (THAT) AFTERNOON - DAY

Willow is at the computer. Buffy paces, impatient.

The kids start to leave.

INT. CHRIS'S HOUSE - AFTERNOON

As CHRIS'S MOM, with housedress and ever-present cigarette, stands inside the door. She is looking at:

Without a word, she turns, waddles away. Buffy steps inside and tentatively looks about her.

Buffy sees a small, musty room where Chris's mom has already settled back into her well-worn armchair two feet in front of the television screen, Buffy all but forgotten.

The walls of the room are papered with photos of Daryl in his football uniform, articles about Daryl's triumphs clipped from the sports page, Daryl's framed letter sweaters, etc.

Buffy looks around, takes it all in: Daryl Epps was a good- looking kid who apparently had a full and active life.

And this room is his SHRINE.

Buffy looks at the TV. An amateur videotape of a high school football game plays on screen. A stack of videotapes labeled with dates and names of opponents sits atop the set.

Buffy looks down at Chris's Mom, who has never taken her eyes off the television screen or taken the cigarette from her lips. After a beat, Buffy starts to back out of the room.

(NOTE: HEATING GRATE OMITTED)

Buffy looks about her, going to head further into the house when she sees the sign:

NO TRESPASSING - KEEP OUT!

One last look to make sure Mom is oblivious, and she opens the door.

INT. BASEMENT/DARYL'S LAIR - SAME TIME - DAY

Dark, deserted looking. Buffy comes down the steps slowly. She scans the room, spots Eric's GIRL PHOTOS atop the chest of drawers. She picks them up, starts looking through them. One of the photos has the head cut off. Then she sees:

A MEDICAL DRAWING

Chris's work: it's of a woman's body, with muscles, joints , all kinds of equations and science type stuff (English major much?) scribbled all over it. And pasted over the head is the photo of CORDELIA.

BEHIND HER, (right behind her if possible) Daryl emerges from the blackness. Buffy doesn't see him, intent upon the drawing:

Daryl is about to grab her when he HEARS a CREAKING FLOORBOARD upstairs. Footsteps approaching. Daryl backs into the blackness from whence he came. Buffy looks up towards the cellar door then leaps, spins off an overhead water pipe and zips out an open clerestory window.

Hold the darkness, finding for a moment Daryl's tortured face in it.

INT. CHEERLEADING PREP ROOM AT THE STADIUM - NIGHT

The two cheerleaders we saw the night before in the parking lot with Cordelia are dressed and ready. Cordelia is doing last minute touch-ups at one of the make-up mirrors.

The cheerleaders exit, leaving Cordelia alone. She looks in the mirror, then glances down to her make-up tray. When she looks back up into the mirror again, she sees--

CHRIS

--standing slumped back by the lockers behind her. She jumps, then recognizes him.

Chris winces, turns his head as if to avoid seeing something.

THE CLOTH SACK that SLAMS down over Cordelia's head seems to come out of nowhere.

INT. HALL BY PREP ROOM - SAME TIME - NIGHT

The two cheerleaders head towards double doors, through which we can hear the cheering of a good-sized crowd.

Buffy runs up to them.

Buffy slaps a hand against the wall on either side of the first cheerleader's head, pinning the wide-eyed girl.

INT. CHEERLEADING PREP ROOM - MOMENTS LATER - NIGHT

The door collapses as Buffy charges into the room. Eric looks up from tying up the struggling Cordelia on the floor.

Buffy leaps, heel kicks Eric off her, against a wall. In no mood to fight, he beats a quick retreat out a back door.

Buffy turns back, quickly removes the cloth sack hood from a nearly hysterical Cordelia.

Buffy quickly looks around the room. No sign of anyone here.

Cordelia rises, works to compose herself. It looks like this could take awhile. But the sound of the--

MARCHING BAND

--playing the SUNNYDALE FIGHT SONG out on the field drifts into the room, instantly perking Cordelia.

A re-energized Cordelia grabs her pompoms and springs out of the room, leaving Buffy alone. After a beat--

A beat. Nothing.

Finally, Chris steps from behind the row of lockers.

Buffy sees him. He looks so small at the moment. So tortured. He doesn't make eye contact with Buffy.

She stops.

INT. BASEMENT/DARYL'S LAIR - SHORT TIME LATER - NIGHT

CRASH!

A raging Daryl is trashing the place, smashing heavy objects into other heavy objects as Eric stands back, staying out of harm's way.

A seething Daryl turns on Eric, lifts him by the collar and massively slams him against the wall, holding him there.

Daryl breathes heavily as he doesn't loosen his grip on Eric. It's touch and go whether Eric will survive.

Then, the fear in Eric's eyes slowly turns in something darker... a creepy enthusiasm. Daryl lets him go.

Buffy slowly checks through the wreckage, lifting smashed furniture as Chris, in borderline shock, shadows her.

CLOSE ON: CORDELIA

Leading cheers on the sideline at the football field.

EXT. STADIUM BLEACHERS - SAME TIME - NIGHT

With Giles and Ms. Calendar amongst the fans.

But before the silly, schoolboy grin has a chance to spread all the way across Giles' face--

Hey, look. Willow and Xander have joined us!

And, to Giles' chagrin, Xander and Willow settle in for the duration. It's become a date with children.

STRANGE NEW ANGLE ON: THE FOOTBALL FIELD - NIGHT

At ground level. The SOUNDS of the CROWD, the BANDS, the REFEREES' WHISTLES and the GRUNTING and TACKLING of the PLAYERS are strangely muted here as we look out beyond the CHEERLEADERS and BENCHWARMERS to the excitement of the game just beyond. We are--

UNDER THE BLEACHERS OF THE FOOTBALL STADIUM - NIGHT

In the dark and shadowy web of metal crossbeams that stripe the cavity below the thousands of SPECTATORS.

Daryl watches the High School football game through the slotted openings and legs of the paying FANS above.

He's mesmerized by the deja vu sights and sounds of the stadium. This used to be his world. He drinks in every sensory image.

There's a Phantom of the Opera quality to his reaction.

REVERSE ANGLE: ON THE CHEERLEADERS - NIGHT

As they face the bleachers, urging the home team on.

At the end of the cheer, Cordelia crosses to a cooler near the edge of the bleachers and draws a paper cup of water.

Daryl GRABS her, jerking her into the dark below the stands.

Her SCREAM is absorbed by the CHEER of the stadium full of people as the Razorbacks score a touchdown on the field.

EXT. BY THE STANDS - MINUTES LATER - NIGHT

Buffy and Chris move quickly toward the far end, where the Sunnydale Cheerleaders are finishing a post-touchdown cheer.

But as they draw near, it becomes apparent that Cordelia is not among the leaping and cheering squad.

INT. LAB (OLD SCIENCE BUILDING) - NIGHT

The gutted room with boarded up windows still bears the carbon streaks from the fire a year earlier.

The sheet-draped Body is now joined by a second table. Cordelia (blindfolded) is thrown on it by Daryl. Eric straps her in immediately.

Eric turns to see Daryl, his back to Cordelia, lifting the sheet to check out the inanimate, piecemeal body.

Eric hastily crosses to Daryl.

Daryl removes the blindfold. Cordelia takes one look at him and screams bloody murder.

Daryl just looks at Cordelia with his sad, mangled eyes.

Eric lifts the sheet so that Cordelia can see the Body on the adjacent table. (We're angled so we can't however.)

EXT. STADIUM BLEACHERS - SAME TIME - NIGHT

Buffy runs right behind the cheerleaders to Cordelia's place. She spots the two POMPOMS lying on the ground several feet away at the edge of the bleachers...

Chris looks up at Buffy. This hits home.

Buffy heads off. Chris watches her for a beat, worried about his brother, then moves off.

INT. LAB (OLD SCIENCE BUILDING) - NIGHT

Eric finishes pouring gas from a five gallon drum into the generator. He turns on the generator. All around the room, jerry- rigged machines hum to life. Eric holds a surgical saw over a bunsen burner.

He leans in to Cordelia. She can't help looking away.

He turns away, to the unfinished girl.

Tears start to flow down Cordelia's face.

Eric pulls the shiny surgical saw out of the flame, steps forward.

He lowers the blade towards Cordelia's neck. Cordelia SCREAMS.

Just as the door CRASHES open and Buffy steps inside.

As Buffy looks down at Cordelia, Eric heaves the surgical saw across at her. Buffy neatly catches it by the handle in midair.

Eric, ever the coward, flees into a corner, ducking. Buffy ignores him, turns to Daryl

Daryl picks up another blade from the surgical tray, starts toward Cordelia. Buffy runs, somersaults over the table with the Body, kicking Daryl back and away from Cordelia.

He's up again in an instant. He punches Buffy hard - she goes back into the gurney, sends it rolling across the room.

It hits the gas can and generator -- the can topples, spilling gas.

At that moment, Eric makes a break for the door. Daryl grabs him by the scruff of the neck.

Furious, Daryl hurls Eric into the wall by the door, knocking him unconscious.

Buffy starts toward Cordelia again, but Daryl lunges at her.

She catches him with a roundhouse kick that sends him reeling. He plows into a table, knocking the bunsen burner to the ground.

ANGLE: THE POOL OF GAS

As the bunsen burner flame ignites it, setting a fire in the middle of the room.

Xander runs in, susses the sitch.

He goes to the gurney, skirting around the flames. He starts to untie Cordelia --

Daryl grabs a huge bottle of chemicals and hurls it at Buffy. She ducks but the chemicals hit the wall and burst into flame, creating a wall of fire, cutting Xander and Cordelia off from the door.

Buffy rains blows on Daryl

ANGLE: THE DOOR

The rest of the group arrive. They react to the carnage and flames. No way can they get to Xander and Cordelia on the gurney. Willow and Giles pull the unconscious Eric out of the room.

Xander looks around, thinking. He grabs the gurney, gives it a massive shove--

--then dives on top of Cordelia as the table rolls back through the wall of flames (saving her life) and to the door with Giles and the others.

But Daryl strikes again, knocking her against a wall. He picks up a student desk, to bash Buffy's head with, when--

Daryl looks across at his brother standing in the doorway. Looks down at Buffy, some remaining human instinct preventing him from unloading the desk.

Then he looks across through the fire to see the flames whirling up around the sheet covered Body. He freaks.

Daryl barrels into the fire, which quickly engulfs him as he falls onto the sheet-covered Body to shield it from the flames.

Chris bolts toward his brother, but Buffy grabs him, wraps him up, holds him back.

ANGLE ON: THE FLAMES

As the photo chemicals fuel the conflagration to greater intensity. Daryl is draped over the Body, motionless now as the fire engulfs them.

EXT. SCHOOL GROUNDS - LATER - NIGHT

We see most of the combatants, bathed in fire trucks' flashing lights. The fire seems to be over by now.

ANGLE: CHRIS AND BUFFY

Are staring at the old science building together. After a time...

Buffy decides against saying anything. Just puts her hand on his shoulder.

Angel approaches, goes up to Buffy, concerned.

ANGLE ON GILES AND MS. CALENDAR:

ANGLE ON: XANDER AND WILLOW

As they watch Buffy and Angel, Giles and Ms. Calendar together.

Cordelia steps up behind the two, summons her nerve.

Cordelia reacts, turns and crossing off.

EXT. CEMETERY - NIGHT

Buffy and Angel walk along together.

Buffy turns, close to Angel.

He half-smiles at that, looks out into the sky a moment.

She looks up at him for a beat. A little despair coursing through both of them.

He holds out his hand. She takes it. They walk off.

The camera holds them a while, until a headstone comes into the foreground and we focus on that, the camera finally settling. The headstone reads:

DARYL EPPS

1978 - 1996

REST IN PEACE