She pulls a stake from her bag and begins to MOVE along the wall, scoping out the place.

She HEARS someone near the gate and PRESSES herself against the wall, inching towards the sound. She lifts her stake, STEPS around the corner, and nearly PLUNGES her stake into--

--who JUMPS away, startled.

Buffy sees WILLOW and CORDELIA behind him.

Buffy puts the stake back in her belt.

Buffy looks at them for a moment, then:

From behind her, she hears:

Buffy turns to see ANGEL. All vamped out.

He LUNGES at the trio. They SCATTER, but Angel DIVES and grabs Cordelia, who FALLS to the ground, screaming.

Buffy GRABS Angel and LIFTS him to face her (as Cordelia SCAMPERS away). Buffy has a stake in her right hand, raised and ready to plunge.

She starts to bring the stake down. Angel CATCHES her wrist and BENDS her hand backwards--

--until she drops the stake.

Buffy surprises him with a LEFT HOOK out of nowhere. He reels a bit.

Angel RAMS his shoulder into her chest and SLAMS her against a gravestone, knocking the wind out of her.

BUFFY'S POV: is blurry.

She sluggishly tries to hold Angel off, but he staggers her with a series of HITS and KICKS.

Buffy stumbles away and tries to focus on Angel. She SWINGS at him a few times, misses.

An amused Angel watches her struggle.

He smashes his FIST into her face.

He JUMPS on her and they ROLL on the ground until he is on top of her.

Suddenly, Buffy's weapons bag is PULLED over Angel's head, blinding him.

REVEAL: Willow standing behind him, holding the bag on.

Xander sends a couple of PUNCHES to Angel's torso. Angel ROLLS off of Buffy, RIPS the bag off his head and turns to face Willow, Xander and Cordelia.

They stand there between him and Buffy, each holding a cross.

Angel TURNS and HEADS OEF.

Buffy struggles to her feet; puts her hand to her head.

Her eyes ROLL BACK in her head and she COLLAPSES. Xander quickly moves down to her.

She doesn't respond. He takes her by the shoulders.

CLOSE ON:

Buffy's lifeless body.

A few HOSPITAL STAFF MEMBERS rush to them.

Buffy is placed on a gurney and WHEELED down the hall as the INTERN begins to examine her. Buffy's friends crowd around.

Still on the move, they meet up with another doctor, a woman in her mid-thirties. This is DR. WILKINSON.

They wheel her into a room. Xander and the girls start to follow them in. Dr. Wilkinson stops them.

Dr. Wilkinson hurries inside, swinging the door closed. Willow turns to Xander.

The girls go off as Xander looks through a window, into the emergency room.

XANDER'S POV through the window:

as the Slayer lies near death. Doctors and nurses surround her in a flurry of activity.

DISSOLVE TO:

INT. SUNNYDALE HOSPITAL WAITING AREA - LATER (NIGHT)

GILES is there with Xander, Willow, and Cordelia as JOYCE comes rushing in.

Dr. Wilkinson comes over.

Joyce lets out a breath.

INT. SUNNYDALE HOSPITAL CORRIDOR - A MOMENT LATER (NIGHT)

Buffy is wheeled on a gurney out of the ER and into the hallway, where Joyce and the others wait. Her sprained wrist (from the Angel encounter) is wrapped with a bandage, and because of her fever she's a little less than coherent.

Buffy tries to sit up.

Dr. Wilkinson gently pushes Buffy back down.

Buffy, suddenly sober, begins struggling with the covers.

A FEW NURSES rush over and help subdue Buffy, who is in major freak mode.

Dr. Wilkinson prepares a syringe.

Giles laughs nervously.

The nurses hold Buffy down as Dr. Wilkinson gives her a shot. Joyce leans down to her daughter.

Buffy STARES up from the gurney as her eyes get heavy from the sedative.

Buffy is wheeled into a room as the gang waits in the hall. They watch Buffy through the window.

She stares in at Buffy.

Joyce goes off with Giles.

ANGLE: THE OTHERS

Looking into Buffy's room.

They start off.

CAMERA MOVES IN ON BUFFY and we:

MATCH DISSOLVE TO:

INT. BUFFY'S HOSPITAL ROOM - LATER THAT NIGHT

An IV DRIP courses through a tube connected to Buffy's arm. She TOSSES and TURNS, sleeping fitfully. She MOANS occasionally, drifting in and out of consciousness.

She OPENS HER EYES with a start and sees a little boy standing in the doorway, staring at her. His name is RYAN. He's still, expressionless, Stepfordian. Think Christopher Walken at age ten.

He walks away.

Suddenly, a MYSTERIOUS FIGURE passes by the door, following the boy. The figure is tall, not quite human, dressed in dark clothes -- like an eighteenth-century undertaker.

In the dark, Buffy barely registers the figure's GHASTLY WHITE FACE, BEAK-LIKE NOSE, HAIRLESS HEAD, and UGLY RED- RIMMED EYES.

And just as quickly as the figure appeared, it's GONE. Buffy gets out of bed, UNHOOKS the IV, and heads out the door.

FLASH TO:

INT. DIFFERENT HOSPITAL - NINE YEARS AGO (NIGHT)

HAZY DREAM-CAM:

An EIGHT-YEAR-OLD GIRL (who looks as much like an eight-year- old Sarah as Marcia can find) comes out of a room. This is LITTLE BUFFY. She slowly and tentatively walks down the middle of a HARSHLY LIT hospital corridor. MOANS ECHO throughout the hall as Little Buffy looks around.

FROM HER POV, everything seems heightened and menacing -- shapes are distorted, voices are muffled, etc.

Little Buffy passes by various things in the hallway: an EMPTY WHEELCHAIR... a cart on which sits a TRAY of SURGICAL INSTRUMENTS... a defibrillator 'CRASH CART'....

She PEERS INTO A ROOM and sees a CURTAIN pulled around a bed. Little Buffy cautiously heads into the room...

INT. DIFFERENT HOSP. ROOM - CONT. (NINE YEARS AGO; NIGHT)

... and walks toward the curtain. She nervously REACHES to pull it away. When she TOUCHES it--

A FLASH fills the screen and we are back in:

INT. BUFFY'S HOSPITAL ROOM - NIGHT (PRESENT DAY)

BUFFY WAKES UP in her hospital bed. The room is dark. She looks around, disoriented, getting her bearings. The clock next to her bed reads 2:27 AM.

She SITS UP and feels something tug at her arm.

She looks to see that the IV is still connected.

The FAINT SOUND of CHILDREN CRYING can be heard from down the hall. The sound only adds to Buffy's visible despair.

She unhooks the IV from her arm, throws her covers off, and gets out of bed. She STEADIES herself on the bed rail, takes a breath, and heads into the hallway.

INT. SUNNYDALE HOSPITAL CORRIDOR - CONTINUOUS (NIGHT)

The hospital is eerily deserted.

Buffy makes her way down the hall. She looks into rooms and sees PATIENTS lying in beds, hooked up to monitors, ventilators at work, etc.

A SECURITY GUARD (DON: more on him later) skulks around, watching her. Buffy turns down another hallway, following the sounds of the crying.

INT. SUNNYDALE HOSPITAL - ANOTHER CORRIDOR - CONT. (NIGHT)

As Buffy rounds a corner, she sees a couple of ORDERLIES wheeling a gurney into the hallway. On the gurney is a SMALL, SHEET-COVERED BODY.

She goes to a door and looks inside.

INT. SUNNYDALE HOSPITAL KIDS' WARD - CONT. (NIGHT)

This is the kids' ward -- a half dozen or so beds and a dreary collection of medical equipment. Second-hand stuffed animals and faded posters of clowns are supposed to add life to the depressing room.

A few of the CHILDREN sleep restlessly as machines monitor their conditions.

Dr. Wilkinson is arguing with another doctor (DR. STANLEY BACKER), an elderly man with disheveled hair and a manner that's just a bit off-kilter.

As they talk, he takes a hypo of fluid, injects it into a child's IV.

Buffy backs away and BUMPS into someone.

Ryan, the Christopher Walken boy, stands there, holding the hand of a LITTLE GIRL.

Buffy looks at Ryan, confused.

Xander clenches his jaw against the truth of it.

Angel smiles, hands Xander the flowers.

He exits, Xander suddenly shaky with released fear and tension.

DISSOLVE TO:

INT. BEDROOM - NINE YEARS AGO (NIGHT)

CLOSE-ON:

The face of an eight-year-old girl (CELIA), who WHIMPERS and CRIES OUT in distress.

PULL BACK to see that the girl is underneath a pile of PILLOWS and we are in a little girl's bedroom. The girl is play-acting.

Little Buffy appears in the doorway, hands on her hips. A bedspread serves as a makeshift cape.

Little Buffy runs over and, with 'superhuman strength,' lifts the huge 'boulders' off of Celia.

A FLASH fills the screen and we are in:

INT. DIFFERENT HOSPITAL ROOM - NINE YEARS AGO (NIGHT)

HAZY DREAM-CAM:

As before -- Little Buffy PULLS the curtain aside, glimpsing the small FEET, then LEGS and BODY of a child lying in bed. Another FLASH and we:

INT. BUFFY'S HOSPITAL ROOM - DAY (PRESENT DAY)

Buffy WAKES with a start. Dr. Wilkinson stares down at her.

She pushes Buffy gently back down, checking her arm.

Dr. Wilkinson looks down. Before she can answer, Giles, Willow, Xander and Cordelia enter.

Dr. Wilkinson heads out as Giles, Xander, Willow, and Cordelia come in. Xander presents a balloon bouquet to Buffy.

She grandly presents Buffy with a pile of:

Cordelia fidgets.

She looks into the crowded hall.

EXT. SUNNYDALE HOSPITAL COURTYARD - DAY

Willow pushes Buffy in a wheelchair as the gang walks along.

INT. SUNNYDALE HOSP. RECORDS ROOM - A WHILE LATER (DAY)

Cordelia and Xander have opened the door to a medium-sized room. File cabinets line every wall. On the front of the door: 'MEDICAL RECORDS ROOM - AUTHORIZED PERSONNEL ONLY.'

Xander checks one side of the room as Cordelia goes to a row of file cabinets. She scans the cabinets, then reaches for a drawer. A HAND GRABS hers. She screams. A goofy, yet menacing-looking security guard (Don, the guard Buffy saw in the hallway) stands there.

INT. LIBRARY - DAY

Giles and Willow come through the doors.

INT. SUNNYDALE HOSPITAL RECORDS ROOM - SAME TIME (DAY)

Cordelia stares 'admiringly' at Don as he brags to her.

Cordy tries to hide her expression. Don's haughty schoolboy bravado is suddenly laced with creepy.

Xander moves away from the cabinet and accidentally KICKS a drawer. Don looks up and whips out his BILLY CLUB.

Don holds his hand out to quiet her. Cordelia TENSES. Xander is about to be busted, when Cordelia blurts out:

Don turns back.

Behind Don, Xander WAVES a file at Cordelia, and escapes out the open door.

INT. SUNNYDALE HOSPITAL CORRIDOR - CONTINUOUS (DAY)

Xander comes out of the records room and stands in the hallway, flipping through the file. After a few seconds, Cordelia comes out.

As she turns it on him and storms out. He watches her go, irked -- his eyes drift down for a moment, appreciative -- then back up, irked.

INT. LIBRARY - LATER THAT NIGHT

Willow and Giles are looking at the computer.

DISSOLVE TO:

INT. DR. BACKER'S OFFICE - LATER (NIGHT)

A dark office with degrees on the wall, shelves of medical books, a small refrigerator, etc.

Dr. Backer pores over a number of reports. He OPENS the refrigerator and pulls out a couple of VIALS marked with different colored labels. He SCRIBBLES something on one of the vials, then rifles through a stack of files. He opens one and double checks his facts. He smiles.

He excitedly WRITES some notes in the file.

DISSOLVE TO:

INT. SUNNYDALE HOSPITAL ENTRANCE AREA - NIGHT

Xander is on watch again. He slumps in a chair, bored and tired.

A BAG OF DONUTS falls into frame on the table before him.

Cordelia places two coffees on the table as she sits by Xander. He looks at her briefly, then goes for a coffee, sips it as Cordy opens a Cosmo, quietly reads.

INT. SUNNYDALE HOSPITAL KIDS' WARD - NIGHT

Most of the kids are in their beds reading, playing with toys, etc. Buffy comes in, looks around, and sees Ryan at a small table, coloring on a pad. She goes over to him.

He shakes his head.

She stops, looking at his picture.

CLOSE-UP of the crayon drawing. Buffy has seen this thing before.

FLASH TO:

INT. BUFFY'S HOSPITAL ROOM - THE NIGHT BEFORE

A REPLAY from last night. Ryan stands in the doorway. The pale-visaged fiend passes behind, this time in SLOW MOTION.

FLASH TO:

INT. SUNNYDALE HOSP. KIDS' WARD - BACK TO PRESENT (NIGHT)

Buffy stares at the drawing. It's almost a perfect likeness of the creepy creature.

He is silent.

DISSOLVE TO:

INT. SUNNYDALE HOSPITAL CORRIDOR - NIGHT

The hallways are eerily DESERTED.

Dr. Backer comes out of his office and walks down the hall. Buffy STEPS OUT of the shadows, where she has been waiting and watching.

INT. SUNNYDALE HOSP. KIDS' WARD - A MOMENT LATER (NIGHT)

The room is dark. The kids are asleep. Dr. Backer quietly comes into the room. He goes over to one of the kids.

CLOSE ON: THE CHILD, sleeping peacefully.

Dr. Backer holds a syringe up to the light and pushes some of the serum out the top. He disconnects the kid's IV, INJECTS the tube with serum, then re-connects the IV.

Buffy appears in the doorway as Dr. Backer finishes his job. As he turns to move to the next bed, Buffy MOVES out of his sight-line, hiding in the hallway.

Dr. Backer leans towards another SLEEPING CHILD, when:

He hears a NOISE. He looks around, sees nothing, then goes back to his work.

Suddenly, Dr. Backer is SLASHED across the arm by an invisible CLAW. He starts to CRY OUT, but an unseen hand CLAMPS over his throat, muffling his voice.

We HEAR another SLICE (his stomach, which is below camera view) and his face contorts in pain. The unseen force then THROWS him towards the door

INT. SUNNYDALE HOSPITAL CORRIDOR - CONTINUOUS (NIGHT)

--and Dr. Backer's body comes TUMBLING out, right past Buffy.

Dr. Backer lies on the ground, unmoving. Dead. Buffy goes to him and starts to kneel down when:

She is THROWN ASIDE by the invisible force. She SLAMS against a wall and FALLS to the ground, dazed.

Dr. Backer's arms are LIFTED UP, and his body begins to move as the unseen thing DRAGS him past Buffy and AROUND A CORNER.

Joyce enters, smiling.

Giles emits a fake laugh.

For a beat, nobody speaks.

She leaves, a tad bemused.

INT. SUNNYDALE HOSPITAL CORRIDOR - CONTINUOUS (DAY)

Giles, Xander and Cordelia come out of Buffy's room.

Cordelia and Giles walk off. Xander heads in the other direction.

DISSOLVE TO:

INT. SUNNYDALE HOSPITAL KIDS' WARD - NIGHT

The door opens and Ryan looks out into the hall, silent and conspiratorial. He sees Don standing, idle, nearby. He lets the door shut again, slowly.

INT. DR. BACKER'S OFFICE - A LITTLE LATER (DAY)

The office is empty. Dark. Eerie. Just as Dr. Backer left it the night before. The DOOR opens; Buffy and Willow come inside.

They move inside and shut the door. Buffy TURNS ON THE LIGHTS; they look around.

She sees a folder, starts leafing through it.

She opens the folder and starts leafing through the contents as Buffy searches around the room.

Buffy opens the refrigerator; pulls out a couple of VIALS marked with different colored labels.

CLOSE-ON: Ryan's drawing.

INT. LIBRARY - NIGHT

PULL BACK from the drawing to see Giles is comparing it to illustrations in a book (sort of a mug book for phantoms and demons) looking for a match. Cordelia peruses another book.

Giles turns page after page; Cordelia lingers on each one. (His stack of books dwarfs hers.)

Giles pushes his book aside; frustrated.

Cordelia finishes paging through a book.

She closes the book. There, ON THE COVER, is the MONSTER.

INT. LIBRARY - A MOMENT LATER (NIGHT)

Cordelia holds the book as she speaks into the phone.

INT. BUFFY'S HOSPITAL ROOM - SAME TIME (NIGHT)

Willow stands next to Buffy, who speaks into the phone.

INT. BUFFY'S HOSPITAL ROOM/INT. LIBRARY - CONTINUOUS

WE INTERCUT BETWEEN THE TWO THROUGHOUT THE CONVERSATION.

Buffy gives Willow a strange look.

Giles comes over to Cordelia holding another book.

Cordelia snatches the book out of his hand and looks at the picture (which we cannot see). She reacts disgusted into the phone.

She doesn't want a part of this. She hands the book and the phone to Giles.

Giles takes the phone.

INT. BUFFY'S HOSPITAL ROOM - SAME TIME (NIGHT)

Buffy is silent, staring off into space.

A FLASH fills the screen and we are:

INT. DIFFERENT HOSPITAL ROOM - NINE YEARS AGO (NIGHT)

HAZY DREAM-CAM:

Little Buffy finishes pulling the curtain all the way back. She sees her cousin Celia lying in bed, GASPING and PANTING as she is PINNED DOWN by an invisible force.

Little Buffy approaches closer. Suddenly, Celia shoots out her hand and GRABS Little Buffy's wrist tightly. Terror covers Celia's face as she struggles for breath.

Little Buffy looks on, horrified.

The screen FADES TO WHITE and then to:

INT. BUFFY'S HOSPITAL ROOM - PRESENT DAY (NIGHT)

Buffy holds the phone, numb with shock.

Willow looks at Buffy, concerned. She grabs the phone out of her hand.

She hangs up. Buffy turns to Willow with resolve.

Buffy stops. She looks up at Willow.

INT. DR. BACKER'S OFFICE - A MOMENT LATER (NIGHT)

Buffy reaches inside Dr. Backer's refrigerator and pulls out a RED-LABELED VIAL containing the virus.

Buffy raises the vial to her lips.

Buffy looks at the vial.

She takes the vial, pours some water into a beaker and mixes a drop of the virus into it.

Willow puts another drop into the beaker.

Willow pours in another drop and hands the beaker to Buffy. Buffy looks at it; takes a breath.

Buffy swallows it down.

INT. SUNNYDALE HOSPITAL CORRIDOR - LATER (NIGHT)

Buffy, who is starting to feel the effects of the virus, has her arm over Willow's shoulder as they make their way to the kids' ward.

Buffy gets to the large window that looks into the kids' ward. She steadies herself.

She TURNS to look through the window. Her face falls at what she sees.

BUFFY'S POV: Through the window in the door.

Beds. Monitors. But no children.

Buffy stares through the window.

Ryan goes to the little girl.

Ryan takes her by the hand and they continue on.

INT. SUNNYDALE HOSPITAL CORRIDOR - SAME TIME (NIGHT)

Buffy and Willow stand outside the kids' ward.

Buffy SWAYS a bit and steadies herself on Willow.

Buffy puts her hand to her head and looks through the window again. She FREEZES.

BUFFY'S POV: through the window.

A VAGUE SHAPE begins to SHIMMER into view, until the Kindestod is COMPLETELY VISIBLE to Buffy.

Buffy watches as the Kindestod SNIFFS around the room. He seems to have caught a scent.

Buffy goes to the door and tries to open it. It's LOCKED. The noise causes the Kindestod to look up. He SMILES. He turns away, keeps sniffing -- the scent takes him out through a door marked (you guessed it) "Basement Access."

She RAMS her shoulder into the door, trying to break it down, but she's too weak. With all her might, she tries again. Nothing. She falls against the door.

Dr. Wilkinson comes around a corner and sees the ill-looking Buffy leaning against the door. She goes to her.

Dr. Wilkinson puts her arm around Buffy.

Buffy tries to pull away from her, but Dr. Wilkinson is insistent, almost dragging Buffy down the hall.

Buffy SHOVES Dr. Wilkinson away. She falls backwards, against a wall.

Buffy and Willow take off down the hall.

Dr. Wilkinson hurriedly reaches for a phone on the wall. Her words ECHO throughout the hospital.

INT. SUNNYDALE HOSP. - ANOTHER CORRIDOR - A MOMENT LATER

Buffy and Willow come around a corner. Buffy stumbles a bit; Willow helps her along.

They look up and see Don and another SECURITY GUARD running towards them. The girls stop, trapped. Don slaps his billy club in his palm repeatedly.

Buffy and Willow look at each other. Willow looks back at the guards. Then:

She goes crazy. She SCREAMS and fights off an invisible attack of:

The guards head towards Willow. Buffy backs away.

She SLIPS AWAY as the security guards grab Willow. Dr. Wilkinson appears from the other direction.

Willow stops fighting, suddenly serene.

The guards let go of her; look up and down the hallway. No more Buffy, either.

INT. SUNNYDALE HOSPITAL ENTRANCE AREA - NIGHT

Buffy STAGGERS into view. She stops, nearly winded. Bends over, hands on her knees, as she catches her breath.

Xander runs up, breathless and panicked.

She staggers forward, her head heavy.

She puts her arm over Xander's shoulder and they follow after the Kindestod.

INT. SUNNYDALE HOSPITAL BASEMENT - NIGHT

We PAN along the wall and find the kids HUDDLED together in a corner. The little girl SHIVERS and SHAKES.

Ryan takes off his jacket and wraps it around her. She looks up at him.

Suddenly, the Kindestod is behind him. The kids SCREAM.

INT. SUNNYDALE HOSPITAL STAIRWELL - CONT. - NIGHT

Xander helps Buffy down quickly.

INT. SUNNYDALE HOSPITAL BASEMENT - CONT. - NIGHT

The Kindestod LIFTS Ryan into the air, then TOSSES him to the ground. The Kindestod JUMPS on top of Ryan and PINS his arms down. Ryan KICKS and tries to FIGHT HIM OFF.

The Kindestod's eyes BULGE, then begin to PROTRUDE from his head. They extend downward like tentacles and ATTACH themselves against Ryan's forehead, PRESSING IN hard. Ryan's struggles quickly subside as his strength is drained.

A two-by-four SMASHES into the Kindestod's face. He rolls backwards, off of Ryan, revealing BUFFY standing there. She glares at the Kindestod.

The creature dives at Buffy and they begin to wrestle. Buffy is weak from the fever, but she gives it her all -- swinging, kicking, mostly missing.

Xander goes to Ryan and helps him up.

Xander herds him and the other kids to the door. Looking back he sees:

XANDER'S POV: Buffy fights nothing.

NEW ANGLE:

Buffy and the Kindestod (visible to us) continue their fight. Buffy JUMPS on his back. He FLIPS Buffy over, SNARLS, and pins her to the floor. Buffy struggles to free herself, but she's too weak. She's trapped.

The Kindestod STARES down at her. His eyes BULGE OUT and begin extending down towards Buffy's forehead.

With her last bit of strength, Buffy reaches up with both hands, grabs the Kindestod by the head, and TWISTS, cracking his neck.

She dumps the body to the ground, standing up as Xander approaches.

She wobbles, then COLLAPSES. Xander is there to catch her.

DISSOLVE TO:

INT. BUFFY'S BEDROOM - DAY (A FEW DAYS LATER)

Joyce comes in with a smile, carrying a tray of food -- sandwich, soup, juice, the works. She's clearly enjoying getting to play mother to her daughter.

We MOVE with Joyce to REVEAL Buffy sitting upright in her bed (on top of the covers). She is flanked by Xander and Willow. All have made themselves comfortable, slouching against the headboard, watching TV with their shoes kicked off, drinking sodas, etc.

Joyce sets the tray in front of Buffy.

Joyce starts to go--

--then turns back. Buffy has lifted the top piece of bread from her sandwich.

She picks up the plate with a smile.

Willow rattles the ice in her glass.

Joyce looks at her, the smile fading a bit.

She starts out.

Joyce stops at the door and turns back, pulling an envelope out of her pocket.

Buffy takes it; looks at the return address.

Buffy OPENS the letter and pulls out a piece of paper; looks at it. She SMILES. Joyce looks over Buffy's shoulder.

CLOSE-UP of the drawing -- Ryan's crayon rendition of Buffy ('Power Girl!' written on her shirt) standing triumphantly over the broken, horribly bloodied body of Der Kindestod. Rather grotesque.