Two to Go

Written by: Douglas Petrie

Directed by: Bill Norton

OMITTED

(JUST SO WE'RE CLEAR: This picks up just moments after episode 20 ends - so in the "Previously" we have just seen: 1. Willow kill Warren in full horror show style, 2. Buffy, Xander and Anya's reacting to the murder, 3. Willow's line "one down," followed by her magical disappearance into the night sky).

WHICH BRINGS US TO:

EXT. EDGE OF WOODS - NIGHT

Buffy leads Xander and Anya out of the woods. Moving with uninterrupted urgency, they pass through the trees, heading their way out of the woods, away frown the murder scene...

BUFFY
Come on. We have to keep moving.

XANDER
I think I'm gonna be sick.

ANYA
Again?

Xander stops, steadying himself against a tree, fighting against getting light-headed. Buffy stops, heads back to him, speaks gently if urgently:

BUFFY
Xander, we don't have time.

XANDER
I know, it's just - what happened
back there, the sounds of it. The
smell ...

BUFFY
I know.

XANDER
(shaken)
Willow did that.

BUFFY
That's why we have to move.

Buffy places a hand on Xander's shoulder, but it's her eye contact which steadies him. He nods. The move on. They talk as they move - faster, now.

BUFFY (cont'd)
You heard what she said. "One
down."

ANYA
So we're thinking 'two to go'.
Jonathan. And, whatsisface, the
other guy.

BUFFY
Andrew. Both of them are just
sitting in the county jail without
a clue Willow's coming.

XANDER
You don't think she's gonna kill
them too? She wouldn't.
(unsure)
There's no good reason.

BUFFY
Will's got an addictive
personality, and she's just tasted
blood.
(beat)
She could be there already.

ANYA
No she couldn't. A witch at her
level? She could only go
airborne. It's a thing. Very
flashy, impresses the locals, but
it does take longer.

XANDER
Longer than what?

ANYA
Teleporting.

And with that, Anya TELEPORTS out of sight in a swirl of mystical energies. Leaving Xander and Buffy behind.

XANDER
Right, Vengeance Demon. How could
I... at least she'll get there
first.

BUFFY
And I'm counting the ways that
could go wrong.

XANDER
Anya can handle herself.

BUFFY
Against Willow - tonight - don't
be too sure.

XANDER
She's got to come down sometime,
doesn't she? I mean back there
she was out of her head - running
on grief and Magicks.

BUFFY
Doesn't matter - Willow just
killed somebody. Killing changes
you. Believe me: I know.

XANDER
Warren was a stone cold killer of
women just getting warmed up. You
ask me? Bastard had it coming.

BUFFY
Maybe. Jonathan and Andrew don't.

Xander gets quiet, thinks a beat, then:

XANDER
This is still Willow we're dealing
with, right?

BUFFY
I hope so. I mean, I want to
believe that as much as you do,
but whatever she's going through,
we gotta stop her. And maybe we
can if we get to your...

They reach the clearing. And come upon Xander's CAR, parked on the edge of the woods. They all stop short. P.O.V. shot of the car reveals: it's a WRECK. Hood up, steam pouring out, tires flat, windows spiderwebbed.

BUFFY (cont'd)
... car.

XANDER
Willow...

BUFFY
Looks like she wants to finish the
job without us tagging along.
Meet me at the jail.

XANDER
Sure, but how are you gonna...

And without wasting another word, Buffy takes off RUNNING. We see her from Xander's P.O.V. She moves like an animal, hitting close to forty miles an hour, and leaping over a felled tree (thanks to an air-ram) without breaking stride. She is gone.

Xander stands behind, alone, looking helpless.

XANDER (cont'd)
Okay, then, I'll just... catch
up. She's only my best friend,
you know. No big deal, just...

And Xander just trails off, not even trying for the self-deprecating funny anymore. He glares at the long road ahead of him. And suddenly PUNCHES the car in frustration. It hurts. He grimaces, rubs his hand.

XANDER (cont'd)
(grim)
...Glad I can help.

BLACK OUT.

END OF TEASER

EXT. POLICE STATION - NIGHT

Establishing. The Sunnydale Police Station. It's a pretty peaceful night. The occasional PATROL CAR cruises by ...

INT. POLICE STATION - NIGHT

Inside, slowly, lazily tracking our way through the station. Papers get filed, reports signed. Nothing doing, basically.

INT. JAIL CELL HALLWAY - NIGHT

And still we head down the CELL HALLWAY. INMATES doze or read magazines. We pass down the hall until we come upon:

INT. JAIL CELL - NIGHT

... The cell of JONATHAN and ANDREW. Jonathan stands wearily propped up against the cell bars, looking out forlornly into the depressing hallway. Behind him we see Andrew, animatedly distracted, examining parts of his own body (hair, teeth, fingernails) methodically. He stops, as if listening.

ANDREW
Dude. Move like, a foot to your
left.

JONATHAN
(immobile)
What for?

ANDREW
I'm trying to hear something.

JONATHAN
Like what?

Andrew looks around to make sure no one's listening, then harshly whispers:

ANDREW
Signals -

Beat.

JONATHAN
Oh for crying out loud. Signals?
Who from, your probe-happy alien
friends? Say - maybe we can trade
in some cigarettes for tin foil -
make you a nice antenna hat...

ANDREW
Laugh it up, Fuzzball. I figured
it out. Warren never abandoned
us. Well, not me, anyway.
(checking body)
This is like his test. If we can
just figure out how he's
communicating with us, we'll be,
you know, worthy.

JONATHAN
You're checking for implants?

ANDREW
(defensive)
Lex Luthor had a false epidermis
escape kit in Superman versus the
Amazing Spider-Man Treasury
edition ...

JONATHAN
Okay, first of all, those were
sonic disrupters and second of all
...you are sadness personified.
Waiting for Warren? Yeah, maybe
he'll bust us out of here on
Santa's magic sleigh.

Andrew stops checking himself, offended.

ANDREW
I'm telling him you said that.

JONATHAN
Why wait - I'll tell him myself.

Jonathan jerks Andrew's elbow toward him like a microphone and speaks into it.

JONATHAN (cont'd)
Come in, Warren, do you read me,
your girlfriend's pathetic, over.

Andrew jerks his arm away, pissed. This could get violent.

ANDREW
Shut up, Jerk-athan! See this?
This is why we get the jet packs
and all you get is left behind.

JONATHAN
So you admit it.

ANDREW
Why not? You were out of the Trio
a long time ago in a galaxy far,
far away and you know why, little
feller?
(intense)
No respect for the chain of
command.

JONATHAN
Yeah, look how far it got you.
Checking every hole in your sad
little body for transmitters that
don't exist.

ANDREW
Oh I'll find it if I have to check
every hole in my body and yours.

Andrew grabs Jonathan.

JONATHAN
Get off!

ANDREW
Make me!

Jonathan shoves him back. They glare at one another, across the cell, about to attack - they LUNGE at one another, but both get blown back up against the cell walls as Anya teleports into the center of the cell.

Smoke dissipates. The boys stare, aghast.

ANDREW (cont'd)
(to Jonathan)
You do that?

Jonathan shakes his head.

ANYA
There you two are. Listen to me.
We have to get you out of here now
or you'll both be killed.
(calling out)
Guard!

JONATHAN
What's going on?

ANYA
Guard!

ANDREW
Stop that!
(to Jonathan)
I don't trust her. Do you trust
her? This is major uncool...

JONATHAN
Anya, you gotta break this down
for us a little, or...

Anya whirls on the two of them, angry. Talks fast:

ANYA
Warren shot Buffy. Warren shot
Tara. Buffy's alive. Tara's
dead. Willow found out and being
the most powerful Wicca in the
western hemisphere, she went for
the payback. With interest.

ANDREW
Wh-what about Warren?

ANYA
She killed him. Ripped him apart
and bloodied up the forest doing
it. Now she's coming here and you
two are next.

ANDREW
Oh my God...
(lost)
Warren.

He reaches out to steady himself, manages to sit.

JONATHAN
(realizing)
Oh my God - me. GUARD!

ANDREW
(small)
But we didn't do anything...

JONATHAN
GUARD!

A grumpy-looking POLICE OFFICER approaches the cell, rubbing the sleep from his eyes.

OFFICER
All right, all right, what do you...
(seeing Anya)
Who the hell are you?

ANYA
Something's coming. Something
bad. You have to let these men
out or I guarantee you there will
be hell to pay.

The Officer takes his time looking things over.

OFFICER
Okay, and, uh...what exactly's
coming?

ANYA
One of the many things in this
world you are not prepared to deal
with.

OFFICER
(amused)
That a fact?

ANYA
Yes. And we're out of time. Just
believe me when I tell you...

She TELEPORTS out of the cell - disappearing before the Officer's very eyes. And before he can really adjust to the reality of it - she RE-APPEARS - standing outside the cell, right next to him.

ANYA (cont'd)
...These things are real.
They're dangerous. And they're
coming.

And off Anya, we cut to:

EXT. POLICE STATION - NIGHT

Outside the Police Station, a PATROL COP sits in his parked SQUAD CAR, finishing up a nightly report while lazily whistling a little tune to himself. A cup of coffee rests on the dashboard. It starts to vibrate...

And very slowly, the Patrol Cop's attention shifts away from his clipboard, as a bright source of light begins to glow on the side of his face. He turns to see:

The Station parking lot - as bits of stray garbage and newspaper begin to mysteriously swirl about in tiny vortexes of energy - bits of light, almost like lightning, begin to pop and crackle...

The Patrol Cop puts down his report, interested...

When the light coalesces and erupts into one enormous FLASH - the opposite end of Willow's disappearing act in the woods. And where the energy dissipates, there stands WILLOW, eyes and hair black, head bowed, full of purpose.

She turns, sees the police station, and strides toward it. The Patrol Cop, seeing her coming his way, gets out of his car, puts a hand to his 9mm service sidearm...

PATROL COP
What the hell was that? Listen,
I don't know what you think you're
doing, but you better...

He puts a hand on her arm, but she pays no attention. Without breaking stride or raising her voice, she says:

WILLOW
Take a nap.

And on the word "nap," the Patrol Cop falls against the car, then hits the ground.

Willow doesn't notice or care. She stands before the Sunnydale Police Station - sizing it up like an opponent, probing it with her eyes for weaknesses.

We follow her gaze up from the front entrance to the second story - and the cinder-blocked window spaces. Willow stares at the one just above the main entrance.

Her eyes narrow. She concentrates.

And slowly, to the sound of stone grinding against stone, we see CRACKS begin to appear in and around the plaster surrounding one of the blocked windows. Bits of plaster flake off, and hit the ground, crumbling.

One of the CINDER BLOCKS within the window space begins to vibrate, shake, and PULL LOOSE of its moorings...

INT. CELL - NIGHT

We now see Anya, desperation seeping in, as she talks to the Officer outside the cell.

ANYA
... So please, stop looking at me
like it's your first trip to the
circus and do your job - let them
out!

She stops as the sound of rumbling grows around him. Looks around for the source. So do Jonathan and Andrew.

ANDREW
(scared)
Oh, what the hell is that?

JONATHAN
It's her.

And suddenly, behind them... an entire CINDER BLOCK gets ripped out of place, yanked violently from its cemented space. Startled, Jonathan and Andrew jump back from the phenomenon. Lights from outside pour in the relatively dark cell. Some dust swirls about. The Officer snaps out of his confusion. Gets official.

OFFICER
You three. Stay here.

ANDREW
Oh, like we have a choice!

OFFICER
I said, don't move. You'll be
safe here.

He runs off, down the hall. Anya calls after him:

ANYA
Were you listening?!? This is the
one place they won't be safe!

EXT. POLICE STATION - NIGHT

A half-dozen COPS come rushing out from the main entrance of the Police Station, alerted by the now-earthquake-like rumbling all around them. Searching for its source, looking around, they find - Willow.

Standing alone as cinder blocks and plaster fly past her, pass overhead, and come crashing to the ground as if she were tossing the stuff over her shoulder.

The Cops rush Willow. Annoyed, she merely bows her head, looking right at them.

WILLOW
Back off.

And on her command, half the group lift off their feet and go flying back away from her. Two of them land hard on pavement, one of them crushes into the side of a patrol car.

Willow returns her attention to the window above her.

ANGLE ON: Buffy - as she comes running around the side of the Police Station. She skids to a halt, taking in the chaotic scene before her.

Buffy makes a decision. She rushes back around the side of the building she came from. Finds the side door. Grabs the handle and YANKS it hard, splintering wood with the lock, and gaining access to the Station.

She rushes inside...

INT. JAIL CELL - NIGHT

Another cinder block yanks itself free. The hole in the wall is now a gaping wound of stone and cement. Jonathan and Andrew press themselves away from the wreckage as bricks go flying out the wall, exposing them more with each passing moment. Freaking out.

ANDREW
Stop it! Just, stop!
(to Jonathan)
Why is she doing this? Tell her!
We didn't do anything.

JONATHAN
Yes we did. We signed on. We
teamed up. We wanted to see where
all our plans would take us, well
take a look.

Angle on: the wall getting ripped apart, the hole nearly big enough to walk through now...

JONATHAN (cont'd)
This is it. The end of the road.

ANDREW
For you, maybe. Anya! Teleport
us out of here. Take us with you!

ANYA
I can't. It doesn't work that way.

ANDREW
Oh, God.
(yelling)
HEEELP!

INT. POLICE STATION - NIGHT

BANG! We see a door labeled EMERGENCY EXIT, just as a kick shatters it off its hinges. Alarms go off instantly, blaring. Buffy enters, ignoring the alarms - to find herself standing in a side corridor of the precinct.

She sees a small group of three COPS rush through the main entrance, to the front.

Unseen by them, Buffy looks around, gets her bearings, hears the sounds of demolition coming from upstairs. Runs up the stairs, leaping them two and three at a time...

INT. JAIL CELL HALLWAY - NIGHT

Buffy arrives at the doorway at the end of the cell hall. It is locked. She takes a step back, rams her shoulder into it, and just as it gives way we cut to:

EXT. POLICE STATION - NIGHT

Willow looking up. The heavy lifting is done. Cinder blocks and plaster lie all around her. POLICE begin to cautiously, guns drawn, surround her. But she smiles.

Willow's P.O.V.: the hole in the wall is now big enough for Willow to fit through. So Willow gets eerily calm. Lowers her hands, looking to the Cops surrounding her.

WILLOW
Gotta fly.

And Willow simply FLIES STRAIGHT UP, toward the hole in the second-story cell wall...

INT. JAIL CELL - NIGHT

Willow enters, flying up through the hole in the cell wall. Ready to claim her vengeance, she arrives in the boys's cell - to find it empty.

She looks around, confused a moment, then sees:

The cell bars have been ripped apart by someone with Slayer-strength, and the guys are gone. Only Anya is left in the hallway.

ANYA
Willow - just, stop for a second
and listen to...

With a single, powerful gesture, Willow blasts Anya painfully away in a swirl of light and energy. Anya goes smashing hard into the hallway wall, lands hard and goes slumping to the floor. Conscious but in pain.

Willow whips her head around to face us directly. She's got the scent now. And her eyes have gone completely BLACK. And she looks furious. Her mouth opens, slowly at first, but yawning wider and wider

As an inhuman SCREAM erupts out of her, her face filled with inhuman fury. The scream sounds like a thousand banshees dying in pain. It easily drowns out the blaring of the alarms. And the scream and the rage still growing as we:

OMTTTED

OMITTED

BLACK OUT.

END OF ACT ONE

EXT. POLICE STATION - NIGHT

Buffy hustles Jonathan and Andrew along with her as the three of them come bursting out of the side door of the Police Station. We can still hear Willow's hideous, inhuman scream as it grows from inside. Andrew and Jonathan cover their ears - in pain. But Buffy grimaces and bears it.

ANDREW
Aah! What is that sound? God, it
kills.

And the screaming grows, drowning out sound. Our guys shout to be heard.

BUFFY
We have to make a run for it.

But Andrew pulls away, freaking out.

ANDREW
Are you kidding? She's like Dark
Phoenix up there! And you expect
us to just outrun her?

SCREECH! A police SQUAD CAR comes pulling up behind them, skidding to a halt. Xander's behind the wheel.

BUFFY
Pretty much.

XANDER
Get in.

Buffy rips the back door open to let Andrew and Jonathan scramble inside. Buffy gives them a shove to help them along. Then runs along the Squad Car as Xander starts to take off - gets in as the car's already moving...

Xander hits the gas. The Squad Car peels out, barreling through the phalanx of Cops, who part as the Squad Car races through their ranks.

EXT. POLICE STATION - NIGHT

A beat later. LOW ANGLE ON WILLOW, as she stalks out of the main doors of the police station - on the hunt. (NOTE: perhaps we do this in SLOW MOTION as well as at regular speed? Say 33 frames?) She glances up and down the street, ooking for any signs of Buffy, Jonathan and Andrew. Seeing none, she moves off - full of grim determination.

EXT. STREET - NIGHT

Buffy pulls the door shut after her as Xander, behind the wheel accelerates. He checks the rear view mirror.

BUFFY
Is she coming?

XANDER
I don't see anything.

Buffy turns back to Andrew and Jonathan.

BUFFY
You guys all right?

We see what she sees: the two scaredest guys ever. So she re-phrases the question.

BUFFY (cont'd)
Are you injured?

JONATHAN
No. I, I don't think so.

ANDREW
Where are you taking us?

BUFFY
We'll find someplace safe and keep
you there until we can stop Willow.

ANDREW
"Run and hide?" That's your
brilliant plan?

JONATHAN
(grumbling)
I don't believe this ...

XANDER
Boys? If you don't knock it off,
I will pull this car over and you
can just walk to your painful
deaths from here.

JONATHAN
I don't get it. Willow's a witch.
Why doesn't she just ... you know
... wave her arms and make us dead?

BUFFY
She doesn't want you dead. She
wants to kill you.

ANDREW
But we didn't do anything!

Buffy PUNCHES Andrew square in the nose.

ANDREW (cont'd)
Ow!

Buffy turns back to Xander. He speaks as confidentially as he can.

XANDER
Hate to admit it, Buff, but
Jonathan may have a point. Why
isn't she right here right now?

BUFFY
Maybe, maybe she's just getting
her mojo up and running, or maybe
she hasn't figured out how much
power she really has yet.
(then)
And neither have we.

XANDER
Guess we keep running, then.

JONATHAN
I still can't believe that was
Willow. I mean... I've known her
almost as long as you guys.
Willow was... you know. She
packed her own lunches and wore
floods and she was always... just
Willow.

The truth of this hits Buffy and Xander The car goes silent a moment. Only the rhythmic "thrum" of the wheels on the highway sound. Then all of a sudden - BOOM! The entire car violently ROCKS.

JQNATHAN (cont'd)
Geez it!

ANDREW
What was that?

XANDER
Just Willow.

ANGLE ON: Xander's rear view mirror - we see the grill of an EIGHTEEN WHEEL TRUCK fills the mirror's frame.

OUTSIDE: We see the grill of the truck. Then we travel up, over the grill, to see the DRIVER inside the cab, looking terrified, struggling in vain to control the steering wheel which seems to have a mind of its own.

We keep going up, to the ROOF of the truck's cab, and there we see WILLOW, standing atop the cab, arms wide, hair blowing, eyes black.

She looks like the maidenhead on a ship from Hell.

BOOM! The truck hits the squad car again.

XANDER (cont'd)
Any ideas?

BUFFY
Drive faster.

BOOM! Another car-rocking hit. Xander presses pedal to the metal...

ANGLE ON: The chase. The Squad Car races as fast as it can, but the truck has more momentum. Every time the Squad Car pulls away, the truck catches up, bumping grill to back fender. Grinding...

The car takes another hit. And this time, the bumpers stay pressed together - the car getting pushed. Jonathan and Andrew scream as the 18-wheeler bears down on the squad car. The crunching sound of metal on metal grows to an unbearable Screeching...

XANDER
Well, this is faster...

JONATHAN
She knows you're in this car too,
right?
(beat)
Right?

Atop the truck, Willow, looking sweaty, continues to exert control over the driver. She begins to shake...

And the two vehicles separate - the truck slows, just slightly. The Squad Car pulls ahead. Jonathan looks up at Willow through the rear window.

JONATHAN (cont'd)
She's draining...

XANDER
She's what-ing?

JONATHAN
Just keep going.

Willow continues to shake, looking feverish, sweaty... then falls forward, hard, now on all fours atop the truck's cab.

The driver YANKS the steering wheel hard to the left. The 18-wheeler makes as radical a turn as a vehicle that size can. It JACK-KNIVES into a 90-degree angle upon itself. Everyone in the car watches. Andrew can't help himself:

ANDREW
Cool.

The driver pulls out of the Jack-knife and we see from Jonathan and Andrew's P.O.V. as the truck steers away from them, growing small in their sight...

ANGLE ON: Willow. Out of breath, out of Magicks, just managing to clutch the top of the truck with her fingers, holding on without any mystical aid. She turns her head and watches ruefully as the squad car drives off.

The truck drives away down a long stretch of road...

INT. SPIKE'S CRYPT - NIGHT

Dawn, looking agitated - a fidgety bundle of pacing energy ready to go is enduring the calm voice of CLEM:

CLEM (0.S.)
...Not like I'm knocking the
nacho cheese ones - I like the
taste. It's the texture I can't
deal with.

Reverse to see Clem, eating from two bowls of chips.

CLEM
So gritty. Kinda hurts my tongue,
so I'd give 'em... a seven.
Seven-five maybe and you think
this is dumb, don't you?

DAWN
No! As taste tests go, this is
definitely one of the better ones
I've been to.

Clem sadly puts the chips away.

CLEM
I get it. No biggie. You wanna
play cards?

DAWN
Clem...

CLEM
I can be a real boredom-buster, if
you just give me half a chance.

DAWN
It's not you.

CLEM
Still, I feel responsible. It's
not fair - girl your age, cooped
up in a crypt. Tell you what: let
me get my hat and coat - I'll take
you to a movie. We'll go nuts.
(knowingly)
PG- thirteen.

DAWN
Clem! Look at me - do I look weak
to you? Or incapable?

CLEM
Heck no.

DAWN
So why am I stuck here?

CLEM
No good reason I can see.

DAWN
Tara was my friend as much as she
was anybody else's.

CLEM
Sure, I could see that. You two
Were ... I'm still real sorry about
what happened.
(beat)
If there's anything I can do to
help... just name it.

Dawn eyes him. She's got an idea...

DAWN
Anything?

CLEM
Aw, you're not going to get
yourself in trouble now, are you?
(more)

CLEM (cont'd)
Or me? 'Cause your sister's the
Slayer; I'm a demon, that's real
incentive to get along with her...

Dawn crosses to the crypt entrance, looking out.

DAWN
I need a demon to help me. Spike
would have.

CLEM
Spike's gone.

And off Dawn's saddened reaction, we cut to:

INT. AFRICAN CAVE - NIGHT

SPIKE stands alone in pitch blackness, his shirt stripped from him, only pants and barefoot. He moves about anxiously, like a panther. The DEMONIC VOICE from episode 20 speaks to him.

VOICE
You understand, then.

SPIKE
Yeah yeah - it's not like you
haven't been clear about it, oh
great mysterious one.
(bored)
This is a test. I don't get what
I want unless I pass said test.
That about the size and shape?

VOICE
Yes.

SPIKE
And since you got your pad decked
out gladiator style, and no number
two pencils have been provided -
I guess we're not starting
with the written.

No response.

SPIKE (cont'd)
Well?

Spike turns, to see he is no longer standing alone. There, facing him in the darkness, is a very large fellow. It seems he's made entirely of MUSCLES. Spike sizes him up.

SPIKE (cont'd)
Ah. Here we go, then. Just me
And the walking action figure.
(to voice)
I'm venturing this would be the
Kill-or-be-killed type situation,
then?

VOICE
To the death.

Spike squares off with the Muscles.

SPIKE
Right.
(grins)
Here we are now. Entertain us.

Muscles just grins wickedly, and his FISTS BURST INTO FLAME. They provide the only illumination in the cave, eerily lighting the two combatants.

SPIKE (cont'd)
Oh, son of a b...

BOOM! Spike gets hit in the side of the head with a flaming fist so hard, he spins and hits the dirt instantly. He scrambles onto his back, scuttling back like a crab.

Muscles moves in, much faster than you'd imagine he could, and BOOM! Another punch with his flaming fist fills the frame, filling it RED...

EXT. STREET - NIGHT

Willow, looking a little wrecked after her power outage on top of the truck, moves down a street in a deserted industrial area. Despite her shaky appearance, her eyes burn with rage and purpose. She will not be stopped.

INT. MAGIC BOX - NIGHT

We hear a key rattling frantically in a doorway, and then the front door to the Magic Box opens fast. Anya leads Xander and Buffy into the shop, followed by Jonathan and Andrew.

XANDER
Thanks, Anya. For getting here so
fast. It's a big help.

ANYA
And once again, we find Xander
Harris needing the big help.

He looks to her. She ignores it.

XANDER
Whatever. So? Can you still
sense Willow?
(more)

XANDER (cont'd)
Knowing her location'd be a real
comfort right about now.

Anya stops. Considers. Then:

ANYA
No. I can't. And that means
whatever she's feeling, it's gone
way beyond simple vengeance.

XANDER
Did I mention the me needing
comfort?

BUFFY
(to Anya)
Whatever we've got here, better
grab it fast. This is going to be
one of the first places Willow
would think to look for us.

ANDREW
Then what are we doing here?

They all turn on him, annoyed.

ANDREW (cont'd)
You know - I could summon a
demon to kill her.

XANDER
And I could smack you so hard your
eyeballs switch sockets.

BUFFY
No one is getting killed. Sit
down.
(to Anya)
We've got to find some kind of
Magicks that'll stop Willow.

XANDER
But she drained the place.

He holds up a blank-faced text book, tosses it aside.

XANDER (cont'd)
Took everything.

ANYA
Not everything.

Anya crosses behind the counter, starts rummaging through drawers... She pulls out a KEY. Takes out a small BOX. Inserts the key and opens the box. Pulls out a BOOK.

XANDER
What is it?

ANYA
Book of protection spells. Anti-
Magic. Our last resort.

XANDER
Think you can work this stuff?

Anya opens the book.

ANYA
Ah. Okay. The good news is -
text is intact. Bad news is - I
can't read a word of it. It's
like in, ancient Sumerian or
something.

Jonathan tentatively walks over to them.

JONATHAN
Can I take a look at--

BUFFY
Shut up.

JONATHAN
Right.

He turns away. Turns back with:

JONATHAN (cont'd)
I just thought, you know, as long
as you're protecting us, the least
I could do is...

BUFFY
I'm not protecting you, Jonathan.
None of us are. We're doing this
for Willow. And the only reason
it happens to be your lucky day is
because if she kills you, a line
gets crossed, I lose a friend.
And I hate losing.

JONATHAN
I get that. It's just... you
know she's running out of power,
right? I could tell, I could
practically feel it.
(embarrassed)
I've dabbled in the Magicks.

XANDER
I'm thinking Willow's in a league
of her own about now, dabble-boy.

JONATHAN
But still - running that hot for
that long...
(shrugs)
... Just a matter of time before
you gotta re-charge. No matter
how juiced up you are.

BUFFY
Thank you. Now remember that
thing we talked about?

JONATHAN
About me shutting up?

Buffy nods. Jonathan does, too. He points awkwardly to the table and sits beside Andrew. Xander takes Buffy aside as Anya researches the text.

XANDER
Buffy, say this works. And we
stop Willow from working the
hoodoo for a minute. What then?

BUFFY
I talk to her.

XANDER
Great. And say what?

Buffy just looks at Xander - she doesn't have the answers. And he knows it. They share a moment of concern between them, the two old friends. The possible survivors.

BUFFY
Whatever she's going to do, she
starts with these two. They're
the line she cannot cross. And if
she's running low on the Magicks
...she's probably somewhere now
trying to get it all back.

EXT. STREET - NIGHT

Clem and Dawn walk tentatively down a dark street in a bad neighborhood. (NOTE: THIS SHOULD NOT BE THE SAME LOCATION AS SCENE A17. THE STREET WILLOW WALKS DOWN.) Dawn is looking alert, focused... While Clem looks distinctly uncomfortable.

DAWN
Rack's place was right around here
last time...

CLEM
I don't feel anything.
(quickly)
Oh well. Not here. Let's go home.

Clem starts to move off - but Dawn stops him.

DAWN
You don't feel anything because
his place moves. I told you.

CLEM
Know why? Rack moves all the
time? Because he's shady. A bad
element comes down here.

DAWN
I get that. But Willow's part of
it now... She is the element.
Rack may know where she is. Which
is why we need to talk to him.

CLEM
(nervous)
We? In a... face to face way?

DAWN
Or me. I'll go in without you.

CLEM
(too casual)
No, it's fine. I'm good... It's
just, Rack isn't partial to the
floppy-eared. He's got a thing.
(then)
But I'm in. Absolutely.

DAWN
Either way. Just get me there.

Dawn starts to move down the street again. Clem hustles to keep up.

CLEM
Say Rack does. Know where Willow
is. He's not going to tell you
for nothing. He's gonna want
something.

DAWN
I have money.

CLEM
I don't think that's the kind of
something he's gonna want. Rack
likes little girls -

DAWN
(emphatic)
I am not a little girl.

Clem gets flustered, surprised by her sudden intensity.

CLEM
Sorry. Of course. Little, that's
wrong. But girl, I stand behind.
I mean, you definately have...
You're clearly... You have parts-

Dawn stops. Exasperated.

DAWN
Look - are you going to help me or
not?

CLEM
I just - I don't know if you've
thought this through. I'm
supposed to keep you safe and this
whole thing is... I mean, even
if you find Willow, you really
think you can stop her?

DAWN
I don't know. But I can't sit
around while another person I love-
(stops/emotional)
I can't just sit around.

Clem takes this in. Gets the depth of pain behind Dawn's actions. Relents.

CLEM
We don't have a plan. Don't we at
least need a plan?

DAWN
Buffy and her friends never have
a plan. They just sort of... jump
in and don't know what they're
doing.

CLEM
And this works?

DAWN
(shrugs)
They never really let me come
along... Guess we'll find out.
(off his look)
It's okay. I mean, they usually
come back in one piece.

With that, Dawn moves off ahead. Clem lags a moment, spooked.

CLEM
Usually?

But Dawn is already a distance away. Clem sighs, follows.

INT. RACK'S - NIGHT

We see a strung-out looking JUNKIE,lying on his back, eyes completely black, in the main room of RACK'S place. It's like an opium den in here. And in the center of it all sits RACK, Lord of all he surveys. Life is sweet for Rack. He lazily turns his head to his side, addressing someone we cannot see:

RACK
Hey, babe. I been waiting for you.

And we see Willow stands before him. She's just there.

RACK (cont'd)
Guess the rehab didn't take, huh.
(shrugs)
That's the way it goes sometimes.
But I gotta say:

He stands, walks over to Willow. She doesn't move.

RACK (cont'd)
I could feel you coming a mile
away, power you got. And you know
something, sweetness? I liked it.

He walks around her, getting seductive, in his own way. That is to say, in a very creepy, predatory way. Still, the vibe is not without sexuality. And still Willow says nothing.

RACK (cont'd)
When you first came to me, you
were just a little slip of girl.
(small laugh)
Look at you now. All growed up.
Full of dark juice. And you still
taste like strawberries. Only now
... you're ripe.

He stands before her, close, swaying gently...

RACK (cont'd)
You came because you want
something, don't you?

Willow nods, slowly, playing him...

RACK (cont'd)
Thought so. So tell me,
Strawberry...

He gently reaches out to touch her face, whispers into her mouth:

RACK (cont'd)
What on this earth do you want?

Willow reaches out, touching Rack's face in return. Gently at first, but then her grip turns iron hard as she smiles.

WILLOW
I'm just gonna take a little tour.

And with that Willow begins to SUCK THE ENERGY out of Rack. It's horrible instantly. Mutli-colored tendrils of light come ripping out of his head and body, directly into Willow. The second it starts, Rack screams and we cut to:

INT. ANTEROOM - NIGHT

The air around Clem RIPPLES as he enters the "waiting room" at Rack's. Followed immediately through the dimensional portal by Dawn.

DAWN
Yay, Clem, making with the demon
senses! I knew you'd find this
place!

CLEM
(confidential)
I don't think it's very clean.

DAWN
Don't wig out on me again.

CLEM
I'm still not so sure you should
be here. I'm not so sure I should
be here...

DAWN
It'll just take a minute. Come on.

She steps forward, but sees Clem isn't moving. She sighs

DAWN (cont'd)
You want to wait here?

CLEM
(forced casual)
If that works for you...

DAWN
Be right back.

Dawn enters the main room, leaving Clem behind, looking uncomfortable...

INT. RACK'S - NIGHT

Alone, Dawn enters Rack's. The place is now eerily silent. Dawn looks around, takes tentative steps further in, slowly, cautiously.

DAWN
Willow?

Dawn moves further in. Stops, looking around. And we see, behind her, there slowly (almost peacefully) floats the desiccated, mummified CORPSE of Rack. Hanging upside-down as if in zero gravity, slowly turning, arms splayed wide at his side - more than dead. Sucked dry.

Dawn slowly turns - and literally comes face-to-face with the sunken eyed corpse of Rack.

Dawn SCREAMS.

Then she turns to run out - but then stops cold - finding herself face-to-face with Willow.

And Willow looks worse than ever. There's plenty of magic flowing through her - all of it dark. Her skin more pale, almost white. Dark veins reach across her face. Her lips are bluish-black, cracked and dry, her eyes completely black.

She smiles.

WILLOW
Hey, cutie.

BLACK OUT.

END OF ACT TWO

INT. RACK'S - NIGHT (CONTINUOUS)

Right where we left off: Willow and Dawn stand face-to-face. Dawn looks scared shitless. Willow looking about as Exorcist-y as she ever could. And Dawn backs away...

WILLOW
Dawny, what are you doing here?
'Cause, if you're looking for
me - it's not a great time.

DAWN
You look terrible.

WILLOW
Do I?

DAWN
You're back on the Magicks.

WILLOW
No, honey. I am the Magicks.

DAWN
Did you kill that guy?

WILLOW
(shrugs)
It's an improvement. Believe me.

DAWN
I gotta go.

Dawn turns, bolts for the door - only to find Willow standing there already. Dawn summons her courage.

WILLOW
Why? So you can run and tell
Buffy?

DAWN
Willow. Just, listen to me.

WILLOW
We don't have to talk. Just think
real loud - I can hear you.

DAWN
You're freaking me out.

Dawn backs away. Willow walks forward, non-threatening. Friendly.

WILLOW
Don't be like that I'm just a
little wired, and have some things
to do. I thought if anybody'd
understand, it'd be...

DAWN
I miss Tara, too.

Willow goes very, very still. Dawn talks faster.

DAWN (cont'd)
But this... what you're doing
here... this is not the way to
go, you're only going to make
things worse, but I promise, it's
still not too late to...

Willow holds a finger up to Dawn's face, silencing her.

WILLOW
You miss her?

DAWN
Yes.

WILLOW
Did you cry?
(before she answers)
Of course you did. I get that, I
understand the crying, you cry
because you're human. But you
weren't always.

DAWN
Yes I was...

WILLOW
No - please, you're telling me you
don't remember? You used to be
...what, some mystic ball of
energy. Maybe that's why you're
crying all the time, "Dawny." You
don't belong here.

Willow gets up in Dawn's face.

WILLOW (cont'd)
Wanna go back? End the pain?
You'll be happier. I'd be
happier. We'll all be a lot
happier without having to listen
to all your constant whining.

Dawn starts to tear up, fighting her fear.

DAWN
Willow... stop...

WILLOW
(mocking)
"Mom!" "Buffy!" "Tara!" Waah!
Come on, someone's gotta stop the
carnage. It's time you went back
to being a little energy ball.

Dawn stands trapped against a far wall as the room starts to crackle with Willow's energy and her voice begins to echo of its own accord.

WILLOW (cont'd)
No more tears, Dawny.

Dawn shuts her eyes - and we hear the sound of something solid CRACKING violently and fast, Willow turns - to see Buffy, who stands in the just-kicked-open doorway. Buffy looks thrown but determined.

BUFFY
I think you need to get away from
her.

INT. MAGIC BOX - NIGHT

Back in the Magic Box. And it's some slow-going. Anya turns page after page of the Protection Spell text. Xander, holding a small translation manual, looks on over her shoulder. Without looking up, she says:

ANYA
You're too close.

XANDER
How am I supposed to read?

ANYA
I don't know. I'm looking right
at this stuff and I can't read it.

XANDER
How's the translation coming?
What have we got so far?

ANYA (cont'd)
(beat)
I can't do this. I'm in retail.
Stupid ancient Sumerians...

JONATHAN (O.S.)
It's not Sumerian.

Anya and Xander look up to see Jonathan standing before them, looking contrite.

JONATHAN
I'm pretty sure it's Babylonian.
The text is similar, but it's a
whole different dialect.

Beat. Xander puts away his translation text.

XANDER
Great. Babylonian. Because you
know, that's easy.

They get back to work, ignoring Jonathan. He sits back down. Andrew sits close to him, pissed. He harshly whispers:

ANDREW
Why are you helping them?

JONATHAN
Because they're saving our lives,
you moron.

ANDREW
Uh-huh. And what then? Even if
they kill that Wicca bitch, you
think they'll just let us walk?
They own us.

JONATHAN
So what do you want me to do?

ANDREW
Look around. You know Magick.
We're in a Magic Shop.
(intense)
We can take them.

He shoots a look to Anya and Xander. Jonathan just looks at him like he's insane, but Andrew sells it:

ANDREW (cont'd)
The books are sucked, dry, but so
what? - There's still like tons of
supplies all around us - this is
the best chance we're gonna get to
make it out of here.

JONATHAN
And do what?

ANDREW
Start over We can be the Duo.
You and me, you can even be the
leader, I swear, I'll take orders.
I like orders.
(lost)
Just tell me what to do.

Jonathan thinks it over.

JONATHAN
You want an order?

Then suddenly Jonathan GRABS Andrew and SHOVES him so hard into the bookshelf, it shudders.

JONATHAN (cont'd)
Grow up.

Jonathan releases him.

XANDER
Hey now - play nice, fellas, or
you'll break our concentration.

ANYA
Which means no protection spell...

XANDER
And Willow will make sure you two
boneless chickens are skinless, too.

ANDREW
Then what? You think your Li'l
Witch buddy's gonna stop with us?
You saw her! She's a truck
driving Magic Mamma. We've got
maybe seconds before Darth
Rosenberg grinds everybody into
Jawa-burgers, and not one of you
bunch has the midiclorians to
stop her.

Xander stares at him.

XANDER
You've never had any tiny bit of
sex, have you?

Andrew retreats.

ANYA
The annoying virgin has a point.
What if Willow filets their sole
and then comes after --

XANDER
She won't.

ANYA
You don't know that.

XANDER
We're her friends, Anya. Her
family. She would never hurt us.

ANYA
She tried to use you for a hood
ornament, Xander. She doesn't
care if you live or die.

Xander knows she's right. It's a bitter realization.

XANDER
Guess you two finally have
something in common

ANYA
I care if you live or die, Xander.
I'm just not sure which one I want.

XANDER
Again with the comfort. Look, we
both know things might get ugly at
Wiccapalooza. If it gets really
bad --

ANYA
Let me guess. You'll propose.

Xander presses it - cuts right to the chase:

XANDER
I need to know if you're gonna
turn on me.
(more)

XANDER (cont'd)
Use this little shindig as an
excuse for some sweet revenge.

She turns to him. Direct:

ANYA
There is nothing in this world
that could give me greater or more
lasting satisfaction than reaping
bloody vengeance upon you, Xander
Harris.

Xander nods, absorbing this.

ANYA (cont'd)
But I can't!

Even the nerds sit up and take notice of this.

ANYA (cont'd)
Not officially, not magically --
So smile, it's your lucky day.
You got away with it. I can't hurt
you.

XANDER
Right, 'cause you varnishing the
table with Spike -- how could that
possibly have hurt? It may have
chaffed...

ANYA
(gently)
That wasn't vengeance. It
was solace.

That hurts Xander more than anything she's said.

ANYA (cont'd)
I really can't hurt you. So I'll
just have to settle for hating you.

XANDER
If that's what you need to do.

ANYA
Don't. You don't get to play the
martyr.

XANDER
I'm not.

ANYA
None of this would be happening if
it weren't for you.

XANDER
You think I don't know that? You
think I'm the hero of this piece?
I saw the gun. Before Warren even
raised it, I saw it, and... I couldn't
move. He shot two of my friends
before I could even... You want me
to know how useless I am? That
it's my fault? Thanks. Already
got the memo.

ANYA
(a beat, then sadly)
I was talking about us.

Xander pushes his guilt and pain back down.

XANDER
You want to hate me, you want to
make me suffer for what I did to you --
fine. Do whatever you want.
(beat)
After we save Willow.

He goes back to studying. Anya, still watching, cannot help feeling some kind of sympathy. But there's nothing left to say. She turns back to her own book. They go back to studying, sitting a healthy distance apart.

INT. RACK'S - NIGHT

Tight on Willow as Buffy pulls Dawn away.

BUFFY
You need to back down and think
a minute, Will.

WILLOW
Wasn't gonna hurt her,
Buzzkill.

DAWN
She tried to turn me back...

BUFFY
You're attacking the people
who love you now?

WILLOW
Only the ones in my way...

BUFFY
That's not... you need help.

WILLOW
Doing fine on my own, thanks.

BUFFY
Dawn - get out of here. Go.

Dawn tries to leave, but the door is locked tight.

WILLOW
Don't. We're all friends.

BUFFY
I know what you want to do,
Willow, but listen to me: the
forces inside you are incredibly
powerful. They're strong, but
you're stronger. Just remember -
you're still Willow.

WILLOW
Let me tell you something about
Willow: she's a loser. And she
always has been. Everyone picked
on Willow in junior high, high
school, up until college with her
stupid mousy ways and now -
Willow's a junkie.

BUFFY
I can help.

WILLOW
The only thing Willow was ever
good for...

She starts to come down, just a fraction...

WILLOW (cont'd)
- the only thing going for me -
were those moments - just
moments - when Tara would look at
me and I was wonderful.
(beat)
And that will never happen again.

BUFFY
I know - this hurts, bad - but
Will, if you let loose with the
Magicks now, it will never end.

WILLOW
(brightly)
Promise?

BUFFY
You don't want that.

WILLOW
Why not?

BUFFY
Because you lose everything. Your
friends, your self... you let this
control you and the world goes
away. That's not... Willow,
there's so much to --

Buffy hesitates - just a beat, but long enough for Willow's eyes to narrow. She can tell Buffy's bullshitting.

WILLOW
Ack! Please! This is your pitch?
You hate it here as much as I do.
I'm just more honest about it.

BUFFY
That's not true...

As Willow speaks, the camera swirls around her in those Brian DePalma-y 360-degree arcs. But if we're really paying attention, we'd notice that the light and the background begin to change as she continues...

WILLOW
You're trying to sell me on the
world. The one where you lie to
your friends when you're not
trying to kill them and you screw
a vampire just to feel and insane
asylums are the comfy alternative.
This world? Buffy, it's me! I
know you were happier in the
ground - hanging with the worms.
The only time you were ever at
peace in your whole life is when
you were dead.
(beat)
Until Willow brought you back.

Willow stops. Buffy and Dawn look around. They are no longer standing in Rack's at all.

WILLOW (cont'd)
You know - with Magick?

And now we see where they are, which is...

INT. MAGIC BOX - NIGHT

... Inside the Magic Box, having gotten there without moving.

WILLOW
Sorry. It can be kind of a rough
trip if you're, you know - not me.

Buffy and Dawn stagger upon appearing in the Magic Box. Dawn tries to steady herself against a chair, but collapses to the floor, disoriented.

BUFFY
Dawn...

Buffy moves to her. Willow spots Jonathan and Andrew, right where we last left them.

WILLOW
Jonathan. Andrew. You boys like
Magicks, don't you?

Willow raises her hands above her head and the light around her goes dark - she says simply:

WILLOW (cont'd)
Abra cadabra.

Willow blasts the boys with a Death Spell so horrifying it changes the color of the air around them...

It sounds like thunder and screaming combined.

BLACK OUT.

END OF ACT THREE

INT. MAGIC BOX - CONTINUING

Right where we left off. Close on Willow as she casts her Death Spell upon the boys. Energies stream from her fingertips and rip papers from the books around her, sending them flying about the room.

Out of breath, Willow stops. The light around her returns to normal.

WILLOW
Okay, I didn't see that coming.

Reverse angle reveals: Jonathan and Andrew stand where they were, unaffected, untouched. They can't believe it.

ANDREW
W-what just happened?

JONATHAN
We're alive.

WILLOW
You want to take it slow? I can
do that, too. Ask Warren.

BUFFY
No...

Buffy tries to make a move, but can barely clear her head in time before...

Willow BLASTS the boys again.

ANGLE ON: Around the corner, in the little "cubby room" annex of the Magic Box, standing hidden from view, is Anya - as silently and still as she can, she mutters the incantation from her open book, nearly inaudible, never stopping ...

Willow stops. The guys look at each other.

JONATHAN
Let's get out of here.

WILLOW
No, no, stay.

The boys try anyway - - they make a run for the open back (alleyway) door, but Willow gestures, and the door slams shut of its own accord.

Willow walks forward, towards Jonathan and Andrew. They fumble toward a display, and each grabs a SWORD. They hold them up as Willow comes toward them, trying not to look frightened (and failing).

WILLOW (cont'd)
I mean we're just gettin' started, I got all kinds of big party plans.

Xander looks to Buffy. She summons her strength, gets her bearings, and approaches Willow - who brushes right past her.

BUFFY
Will...

XANDER
Don't.

Xander gets Dawn the hell out of the line of fire...

WILLOW
Guys... c'mon. I'm getting the
wood for the violence here. And
you know what they say - if at
first you don't succeed...

She BLASTS the guys again. And we cut to:

INT. AFRICAN CAVE - NIGHT

Spike falls hard onto a dirt floor in a cave. He's been badly beaten, and his body bears more than a few scorch marks. Barely able to lift his head, he spits blood, stands wobbling on his feet...

SPIKE
Had enough?

In answer, a FLAMING FIST cracks Spike square in the face. And Muscles starts to pound Spike. It's nearly over. Spike takes a flaming fist to the stomach - doubles over in agony.

Another shot heads for his face. Spike holds up a bare palm and catches the punch. Flesh sizzles.

SPIKE (cont'd)
Ow! Badmove badmove badmove...

Spike backs up. Muscles approaches him, mayhem in his eyes, and goes for the killer blow when Spike grabs him, rolls with him, gets to his feet first and just manages to kick Muscles in the balls.

Muscles goes down. Spike leaps upon him and (out of frame) CRACKS HIS NECK.

It's over. Spike barely manages to get to his feet, but manage he does. He stands, ringed by the flaming torches. He wipes the blood from his mouth, wearily triumphant.

He staggers forward. And we see (almost) whom he is addressing: the GLIMPSE OF DEMON we saw lurking in the darkness in episode 20. Fangs. Eyes. Tail.

SPIKE (cont'd)
Looks like local boy loses.

VOICE
So it would appear.

SPIKE
Good on me, then. So? I get what
I came for? I passed, right?

VOICE
Indeed. You have passed the first
stage of the test.

SPIKE
Right, then I... wait... first
stage?

Long silence.

SPIKE (cont'd)
Bugger.

INT. MAGIC BOX - NIGHT

We are close on Willow's face as she sends waves of energy shooting from her fingertips. She stops, a little frustrated now.

WILLOW
Damn, that is one effective counter-spell.

Reverse angle reveals Jonathan and Andrew. Still untouched.

WILLOW (cont'd)
(to Jonathan)
Won't keep you alive, though.

BUFFY
Will, stop. You have to give this
up, now.

WILLOW
(ignoring Buffy)
Oh, I get it. You boys put a
spell on yourselves, didn't you.
On everyone here. Protecting you
from harm - from Magicks. That's
cute.

Buffy GRABS Willow, but Willow just keeps talking to the guys, ignoring Buffy entirely.

WILLOW (cont'd)
I used to be cute. Now I'm just
incredibly powerful, so, whatever
the problem is - I know it's not
me.

She walks toward them. Buffy backs up with her, playing defense, always standing between Willow and the boys.

BUFFY
Will - back off before somebody
gets hurt.

WILLOW
How about I back off right after?
(to boys)
So which one of you worked the
mojo?

They're both too petrified to answer.

ANGLE ON: Anya, out of sight, keeping the spell going.

Back to Willow, moving in on the guys, Buffy in the way, Dawn and Xander watching...

WILLOW (cont'd)
Doesn't matter, really. I'm just
curious.

She points to the boys.

WILLOW (cont'd)
Just because I can't do Magicks to
you, doesn't mean I can't do 'em
on myself.

And a pillar of swirling energies surround Willow - sending Buffy back. The energies then dissipate in a flash. Willow smiles, looks at her own hands, walking toward the boys...

The boys rush around to put the Magic box table between themselves and the approaching Willow

WILLOW
All right. Now, I'm pretty sure
I'm strong enough...

As she approaches, Willow grabs hold of the Magic Box table with one hand and, nearly effortlessly, sends it FLYING across the room with one shove.

WILLOW (cont'd)
...To beat you to death.

Willow rushes toward the boys. Buffy gets in her way. Blocking her path. They square off. We take a moment with it. See Buffy's determination. See Willow's eagerness.

BUFFY
I don't want to hurt you.

Willow PUNCHES Buffy so hard, Buffy's entire body goes THROUGH the candles rack. She crashes down hard on the floor.

WILLOW
Not a problem.

She turns back to the guys. Rushes them, gets up in their terrified faces - when she whirls - spun back by Buffy.

BUFFY
I said I didn't want to.

Buffy PUNCHES Willow so hard she crashes up against the vertical glass display case, smashing it.

BUFFY (cont'd)
Didn't say I wouldn't.

Willow g1ares in shock. The boys run behind Buffy towards Xander. Xander gathers together Andrew, Jonathan and Dawn. They start to get out, but Dawn hesitates, afraid of what could happen, not wanting to leave.

XANDER
I'm getting you out of here.

JONATHAN
What about Willow?

XANDER
Buffy can handle her.

DAWN
Are you sure?

XANDER
No - that's why we're leaving.
Come on!

Xander grabs the guys and Dawn and hustles them out the front entrance. Before they make it out, Xander stops, turns - and sees Anya.

ANYA
I have to stay to keep the spell
going on Willow.

XANDER
But...

ANYA
Do something right.

She says this harsh sentence without even looking at him. After a split-second's hesitation, Xander leaves, taking Dawn and the guys with him.

Willow sees this - and she ain't happy about it.

WILLOW
No!

Willow gets to her feet from the bits of shattered display case and heads after Jonathan and Andrew - when Buffy grabs hold of her arm, pulling her back.

BUFFY
(to guys)
Go!

Willow watches the boys get out the door - gone. Buffy stands between Willow and the door. Willow's got to get past Buffy to get her vengeance - and Buffy's not gonna let that happen. This is it. And both women know it.

WILLOW
So. Here we are.

BUFFY
Are we really gonna do this?

WILLOW
Come on! This is a huge deal for
me! Six years as a side man, and
now I get to be the Slayer.

BUFFY
A killer isn't a Slayer. Being a
Slayer means something you can't
conceive of.

WILLOW
Oh, Buffy. You really need to
have every square inch of your ass
kicked.

BUFFY
Then show me what you got. And
I'll show you what a Slayer is.

And it's on. Willow throws a punch at Buffy. Buffy blocks it, spins Willow, nearly breaking her arm. But Willow throws Buffy back, slamming her into a bookshelf.

Willow points - and the LADDER comes sliding across the length of the wall, smashing into Buffy, sending her into the wall. Buffy tries to get to Willow, but OBJECTS come flying at Buffy from all directions. Books - a chair - a statue... each one a direct hit to the head, the ribs, the face...

Buffy gets out of the line of fire and makes a flying tackle - grabbing Willow - the two of them hit the ground.

WILLOW
Get off, super bitch.

Willow SIDEKICKS Buffy with enough force to send Buffy THROUGH THE COUNTER, shattering glass.

Buffy comes right back at Willow - grabbing hold of her.

BUFFY
I can help you stop.

WILLOW
I thought you were gonna show me
what a Slayer was.

Willow punches Buffy - sending her through the counter-side bookshelf and curtain - and REVEALING the startled Anya, book in hand. Chanting.

WILLOW (cont'd)
Well, hey. That's interesting.

Buffy, losing steam, tries to get between Willow and Anya.

WILLOW (cont'd)
Anya's still here...

Willow SHOVES Buffy through the small front-room table.

WILLOW (cont'd)
Chanting her little heart out...

She faces the terrified Anya directly.

WILLOW (cont'd)
And I think I've been beating on
the wrong gal.

Anya's eyes go wide with terror. She starts to run. But, lightning-fast, Willow GRABS Anya - and lifts her off the ground - Anya keeps her incantation going, terrified, louder ...then stops to yell out:

ANYA
(to Buffy)
HELP ME!

WILLOW
Can't block my spells if you can't
chant. And you can't chant if
you're sleepin'...

She hurls her aside.

EXT. STREET - NIGHT

Xander leads Jonathan, Andrew and Dawn down an alley way side street in Sunnydale.

ANDREW
Where are you taking us?

DAWN
Someplace safe.

JONATHAN
Like where?

DAWN
Xander?

He cannot answer her. There is no safe place now.

XANDER
I don't know.

And Xander leads the three of them deep off into the night, small lonely figures, silhouetted and swallowed up by the night surrounding them...

INT. MAGIC BOX - NIGHT

We see the far wall of the Magic Box - just as Anya comes CRASHING INTO IT. She lands amidst a pile of books as she comes slumping groggily to the ground.

INT. MAGIC BOX - NIGHT

Willow turns on Buffy, who's rushing her. Buffy stops short.

WILLOW
Buffy, I gotta tell you - I get it
now. The Slayer thing really
isn't about the violence.

Willow surrounds herself with energies streaming in at her from all directions - as if she were collecting strength, the center of some great cosmic vortex.

WILLOW (cont'd)
It's about the power.

Willow's eyes go BLACK.

She lifts her hands and BLASTS Buffy with mystical energy. Buffy goes crashing into Giles's desk, hits the ground, and tries but cannot get up.

WILLOW (cont'd)
And there's no one in the world
with the power to stop me now.

And the second she says this, Willow gets hit by some giant BLAST OF ENERGY which sends her flying back across the room and sending her sliding painfully along the floor.

She slides to a stop. Her nose is bleeding. Willow wipes it on her sleeve, stunned. She looks ahead of her, an incredulous expression crosses her face.

Reverse angle reveals: GILES. Standing in the doorway in leather jacket, no glasses, pure RIPPER. Calm, he says:

GILES
I'd like to test that theory.

BLACK OUT.

END OF SHOW