Grave

Written by: David Fury
Directed by: James Contner

(March 27, 2002)

Teaser

FADE IN:

INT. MAGIC BOX - NIGHT

BUFFY, lying amid the ruins of Giles' desk, dazed from her knockdown drag-out with WILLOW, looks up at...

BUFFY
Giles...

ANYA, on the floor, amid the books, where WILLOW had thrown her, nursing a bleeding lip. She, too, stares at...

ANYA
Giles?!

GILES, LOW ANGLE - near the doorway as he crosses in, silently, never taking his eyes off...

WILLOW (O.S.)
Uh oh. Daddy's home...

WILLOW, winded from Giles' mystical blast, as well as the Buffy beating, pulls herself up to a sitting position.

WILLOW
I'm in wicked trouble now.

GILES
You've no idea.
(then)
You have to stop what you're doing.

WILLOW
Ooh, sorry. Can't do that.
(trying to stand)
I'm not finished yet.

GILES
Neither am I.
(with a gesture)
Stay down.

Willow falls back again. Hard, as if pushed.

ON ANYA, standing now. She reacts and looks at Giles.

ANYA
How did you--

WILLOW
(wryly, to Giles)
New trick from the old dog. That's
borrowed power. Now way it's strong
enough to -

GILES
I'm here to help you.

WILLOW
Thanks, but I can kill a couple of
geeks all by myself. But, hey, if
you'd like to watch... I mean,
that's what you Watchers are good at,
right? Watching... Butting in on
things that don't concern you...

GILES
You concern me, Willow. Stay on this
path and you're going to wind up dead.

Buffy crosses in next to Giles.

BUFFY
Willow. Listen to him. I don't want
to fight you anymore.

WILLOW
I don't want to fight you either.
(eyeing Giles)
I wanna fight him.

WILLOW suddenly, startlingly, HINGES UP into frame.

GILES
(gestures again)
Stay dow--

WILLOW
(with a wave)
No.

GILES and BUFFY are stricken by the ease with which she brushed off Giles' magical directive.

ON WILLOW - We begin to hear a DEEP, LOW HUM emanating from her, getting louder, more intense, as she speaks.

WILLOW (cont'd)
(to Giles)
Remember we had that little spat
before you left?
When you were under the delusion you
were still relevant here? You called
me a rank arrogant amateur? Well,
buckle up Rupert...

Her eyes go BLACK and she suddenly GLOWS brightly, about to unleash her dark power upon Giles. Her voice takes on an OTHERWORLDLY RESONANCE.

WILLOW (cont'd)
'Cause I've turned pro.

BLACK OUT.
Act One

INT. MAGIC BOX - CONTINUOUS - NIGHT

WIDE as WILLOW, GLOWING and BLACK-EYED, directs her power at Giles and the others.

WILLOW
(incanting)
Asmodea, bring forth--

GILES arm shoots out.

GILES
Vincire!

A GREENISH ENERGY FIELD emerges from Giles outstretched hand and snakes itself around a confused Willow, running up and down her body.

WILLOW
What--? No! Off me--
(attempting spells)
Solvo! Libero--

She suddenly throws her head back, lost in a semi-conscious state, as the ENERGY coalesces into a FORCE FIELD encircling her, her had and shoulders visible above it, as she FLOATS within the confines, gently bobbing.

BUFFY steps in next to Giles.

BUFFY
What did you do?

GILES
Contained her and her powers within
a binding field. It puts her in a
kind of stasis for the time--
(noticing)
You've cut your hair.

Buffy slides her arms around Giles. God, she's glad to see him. They hold each other for a moment, as Anya watches, longingly.

ANYA
I'm blonde!

Giles peeks over at her. Huh?

ANYA (cont'd)
I colored my hair. Again. I'm
blonde.

Giles recognizes her desire for attention.

GILES
Yes. I noticed.

He opens his arm to her and she eagerly joins the hug.

GILES looks over at Willow. He gently pulls away from Buffy and Anya and crosses to her. Though she seems to be out of it, he leans in to her.

GILES (cont'd)
I'm very sorry about Tara.

ON WILLOW - No response. Giles starts to turn away when a glimmer of clarity comes to WILLOW's eyes and she tilts her head to glare at him.

WILLOW
(fighting to focus)
This... won't hold me... forever.

GILES looks at her for a moment, his expression indicating he knows it's true.

EXT. STREET - MEANWHILE - NIGHT

LOW ANGLE ON FEET RUNNING...

PAN and TILT UP to reveal XANDER, DAWN, JONATHAN and ANDREW, the latter two carrying the SWORDS they took from the Magic Box in Episode 21.

JONATHAN, trailing behind the others, slows to a stop.

JONATHAN
I can't... run anymore. Need to...
breath.

XANDER
You wanna keep breathing, you better
keep moving.

ON ANDREW, starting to lose it.

ANDREW
This is bogus. We gotta get outta
this town.
(to Jonathan)
Mexico. We should go to Mexico.

XANDER
Hey, you're not going anywhere.
We're just gonna hide you two until
we get the "all clear" from Buffy.

ANDREW
Yeah? And what if the Slayer's dead
already? We're just supposed to sit
around waiting for Sabrina to show up
and disembowel us?

XANDER
You do what I say--

Andrew suddenly brings up his sword and puts it to Xander's throat.

ANDREW
Don't think so.

DAWN
What are you doing?!

XANDER
Whoa, whoa. Okay, Andy, let's put
the sword down.

ANDREW
No way. I'm not gonna die. Not
because of something I didn't even
do.

XANDER
You're not gonna die.

ANDREW
Oh, yeah? Who's gonna protect me?
You?

DAWN
Leave him alone!

Suddenly the tip of ANOTHER SWORD pokes Andrew in the throat, though not hard enough to break skin. Andrew's eyes shift over to look at

JONATHAN, holding the weapon.

JONATHAN
Let him go, Andrew.

Andrew hesitates.

JONATHAN (cont'd)
You heard me.

ANDREW
You let me go first.

JONATHAN
Uh-uh. Him.

ANDREW
It's your move.

JONATHAN
No, yours.

ANDREW
I'm not budging 'til...

Jonathan presses the sword harder into Andrew's neck. Andrew quickly surrenders, releasing Xander.

ANDREW (cont'd)
Right now...ow ow.

JONATHAN
(lowering his sword)
Xander's right. We're not leaving
Sunnydale. And when this is over,
you and me are going back to jail and
do our time.
(a la Clockwork
Orange)
Right-right?

ANDREW
(sulking)
Fine.
(off Jonathan's
skeptical look)
Right-right, already. Jeez.

He turns and continues on. Jonathan glances at Xander, then follows.

XANDER, rubs his throat for a moment, then looks up and notices Dawn staring at him.

XANDER
Like the way I handled that? Letting
Jonathan save my neck so he can feel
good about himself?

Dawn offers him a weak smile. Xander turns and walks on, as she joins him.

XANDER (cont'd)
Yep. Some people always know what to
do in a crisis.

INT. MAGIC BOX - TRAINING ROOM - LATER - NIGHT

ON GILES and BUFFY

GILES
I came as soon as I heard...

BUFFY
Did the Council--?

GILES
The Council hasn't a clue. About
much of anything, really.
(then)
There's a powerful coven in
Devonshire. They sensed the rise of
a dangerous magical force here. A
dark force, fueled by grief.

BUFFY
Willow.

GILES
I hoped not. Then a seer in the
coven told me about Tara... That's
when the coven imbued me with their
powers -

BUFFY
And sent you to bring Willow down.

Giles nods. Then -

GILES
Buffy, what's happened here?

Buffy shakes her head, overwhelmed by the very question.

BUFFY
God. I don't know where to start-

GILES
Well, Willow's clearly been abusing
the majicks-

BUFFY
She has. She was - and I barely even
noticed. Everything's been so...
Dawn's a total klepto, Xander left
Anya at the altar and Anya became a
demon again. And I - I'm so... I've
been sleeping with Spike.

Buffy stops. Can't believe she just blurted that out.

GILES stares at her for a moment.

Buffy becomes self-conscious, assuming he's disgusted with her. She's about to say something when, suddenly

GILES bursts out LAUGHING.

Buffy stares at him with disbelief for a few moments, until his merriment and the absurdity of it all hits her and she joins him, exploding into fits of laughter herself. As the two of them go of...

INT. MAGIC BOX - MEANWHILE - NIGHT

ANYA picks up a couple of pieces of merchandise that had crashed to the floor during the melee. She brushes them off, checks for damage.

CLOSE ON WILLOW, still in her semi-stasis.

As Anya crosses to put the merchandise on one of the still-standing shelves, Willow's eyes slowly shift, latching on to her.

WILLOW (V.O)
Anya...

ANYA whips around to look at Willow, who continues to speak to her telepathically, her tone exhibiting hypnotic calmness.

ANYA
W-Willow?

WILLOW (V.O)
I need you, Anya. I need you to do
something for me.

ANYA
I know what you're trying to do.
Hate to burst your bubble, but mind
control mojo doesn't work on
vengeance demons, so why don't you
just--

WILLOW (V.O)
Stop talking and listen.

ANYA
(compliant)
Okay.

WILLOW (V.O)
You need to free me.

ANYA
(struggling to
resist)
No...

She starts to turn towards the training room.

WILLOW (V.O)
You don't want to call out to them.
You want to take away this binding
spell.

ANYA
I... I don't know how.

WILLOW (V.O.)
I do. Do you want me to tell you?

ON ANYA, as she hesitates before answering...

INT. MAGIC BOX - TRAINING ROOM - MEANWHILE

LAUGHTER abounds, as Giles and Buffy are still in the throws of their guffawfest, laughing so hard that they're crying. They deliver the following through their tears.

GILES
Duct tape?

BUFFY
Over their mouths! Then I'm letting
the demon eat them-

GILES
Because they're just figments?

More laughing.

BUFFY
All of it! You, Sunnydale... And I'm
a nutcase in L.A.!

GILES
Of course. Why didn't we see it
before?

After a few beats, they catch their breaths.

ON BUFFY, smiling and relaxed. Like all the weight she's been carrying's been lifted off her.

Giles looks at her.

GILES (cont'd)
Can you forgive me?

BUFFY
For what?

GILES
I should never have left.

BUFFY
Oh, Giles... You were right to
leave. We're just... stupid.

They both chuckle faintly at that.

GILES
But I know you're all stupid. I
shouldn't have abandoned you.

BUFFY
No. You were right about everything.
It is time I was an adult.

GILES
Sometimes the most adult thing you
can do is ask for help when you need
it.

BUFFY
Now you tell me.

They share warm, amused smiles for a moment.

BUFFY (cont'd)
Guess the thing is... I wasn't ready
before. It just took a while for
that feeling to go away...
(off his look)
The feeling that I wasn't really
here. Like... like when I clawed my
way out of that grave... I left
something behind. Part of me. Or...

She shakes her head, unable to work it out.

BUFFY (cont'd)
I just - I don't understand. Why I'm
back.

GILES
Buffy, you have a calling -

BUFFY
It was my time, Giles. Someone would
have taken my place.
(then, simply)
So why?

Giles stops. He doesn't have a simple answer. Buffy's expression closes a little.

BUFFY (cont'd)
Right.
(then)
What's going to happen to Willow?

Giles hesitates. Decides to follow Buffy's lead and move on.

GILES
The coven is working on a way to
extract her powers without killing
her.
(gravely)
And should she survive, you ought to
know... There's no guarantee she'll
be... as she was.

Buffy stares at him.

GILES (cont'd)
(explaining)
Willow killed a human being, Buffy.
How will she be able to live with
herself?

WILLOW (O.S.)
I wouldn't worry about that...

GILES and BUFFY shoot a glance over to the doorway to see.

AN UNCONSCIOUS ANYA seemly hovering in the doorway. WILLOW suddenly moves out from behind her and we see she's been holding ANYA up by the back of her neck.

WILLOW
Willow doesn't live here anymore.

She throws Anya aside and glares at Buffy and Giles.

PUSH IN on BUFFY and GILES as she looks at him.

BUFFY
(simply)
Help.

BLACK OUT.

END OF ACT ONE
Act Two

INT. MAGIC BOX - TRAINING ROOM - CONTINUOUS - NIGHT

BUFFY rushes Willow.

WILLOW raises her hand and Buffy is suddenly thrust backward, sailing past Giles, SMASHING HARD into the wall.

BUFFY hits the ground, bloody, hurting and barely conscious.

GILES' hand shoots out.

GILES
Vincire!

The GREEN ENERGY emerges from his hand again and moves at

WILLOW who nonchalantly waves it away.

WILLOW
Solutum.

The ENERGY FIELD dissipates. WILLOW wags a finger at Giles.

WILLOW (cont'd)
Fool me once...

With a gesture, the KNIVES and DAGGERS on the wall next to her float off their perches and hover menacingly, blades pointed at

GILES, who looks at them apprehensively, trying to think.

GILES
Willow...

CLOSE ON WILLOW.

WILLOW
Shame on you.

The KNIVES fly at Giles.

GILES
Tego!

The PRACTICE DUMMY flies off its post and in front of Giles, shielding him, taking the hits.

WILLOW GRUNTS in annoyance as, with another gesture, the DUMMY is flung aside. In that moment...

GILES, intently looking at Willow, shoves his palm forward.

GILES (cont'd)
Excudo!

ON WILLOW - as she's BLASTED back, SMASHING THROUGH the BRICK WALL, slamming into the pillar to the Upper Landing, cracking it, before hitting the floor.

BUFFY
Giles! You're gonna kill her!

Giles tosses a glance at her.

FRONT ROOM OF THE STORE

Willow sprawled face down on the floor. She doesn't move for a moment. Then pushes herself up and glares back over her shoulder, toward the training room. Her eyes narrow into slits. Now she's really pissed...

EXT. RESIDENTIAL STREET - MEANWHILE - NIGHT

XANDER and DAWN trudge on, JONATHAN and ANDREW behind them.

DAWN
Where are we going?

XANDER
I have no idea.

DAWN
What?

XANDER
I don't know, okay? I can't even run
away well.
(bitterly)
And that's something I'm usually good at.

DAWN
Then maybe we should we go back and
help.

XANDER
(sarcastic)
Oh, yeah. 'Cause I've been such a
big help already. Standing around
like a monkey while Buffy gets shot.
Tara gets killed... And Willow...
(sinking dread)
Losing her...

DAWN
(getting angry)
Well, feeling sorry for yourself
isn't helping either, Xander.
(goading him)
Y'know if Spike was here, he'd go
back and fight.

Xander expression darkens.

XANDER
Sure, if he wasn't too busy trying to
rape your sister.

DAWN freezes, stunned.

DAWN
(small)
What?

XANDER
Forget it.

Dawn catches up with him.

DAWN
I don't believe you.

XANDER
Fine.

DAWN
(desperate)
He wouldn't do that.

XANDER
Is this blind spot a genetic trait
with you Summers women? The only
useful thing that animal ever did was
finally leave town.

INT. AFRICAN CAVE - MEANWHILE

PUSH IN an interior off-shooting cave leading into PITCH BLACKNESS. Fierce GROWLS and INHUMAN SCREAMS of anguish pierce the air. Then, silence. After a few moments...

A HORRIFIC DECAPITATED DEMON HEAD rolls out into the light. TILT UP as something starts to emerge from the inky darkness.

It's SPIKE, staggering into the light, squinting. He's shirtless, filthy, bruised and bleeding in places. In his hand, he holds up a SECOND, MORE HORRIFIC HEAD.

SPIKE
(defiant)
Right then. That was a bloody doddle
and a piece o'piss...

CLOSE as he tosses the HEAD to the ground, then drops to his knees from exhaustion.

SPIKE (cont'd)
Got any more ruddy tests, ya ponce?
I'll take anything you throw at me.
If it'll get me what I need to take
care of the Slayer, give her what's
coming to her, you just bring it on.
Bring on the whole--

He suddenly freezes when he sees something on the ground.

SPIKE (cont'd)
(under his breath)
Bloody hell.

His face hardens and his chest muscles tense, preparing himself as...

HUNDREDS and HUNDREDS of INSECTS, of various sizes, colors, and species -- though mostly beetles -- SWARM up his torso.

CLOSER ON SPIKE as the INSECTS crawl onto his head and face, crawling up his nose... and into his defiantly SCREAMING mouth. The SCREAM carries over into...

INT. MAGIC BOX - MEANWHILE - NIGHT

PANNING ACROSS what looks like a WAR ZONE. The shop is in shambles. A LARGE BEAM fallen where the ceiling has partially COLLAPSED, moonlight drifting in. Much of the wall across from the SHATTERED COUNTER is BLOWN OUT, exposing the side alleyway and the brick facade of the building next door. All of the bookcases and shelves are overturned, merchandise smashed and strewn about the floor; SMOKE and FIRE rising from SMOLDERING, SINGED BOOKS; SPARKS flashing off fallen fixtures. A hell of a battle's been taking place...

TILT UP onto WILLOW as she steps into frame. A couple of minor lacerations and bruises indicate she's taken a few blows. But she's unbowed and only marginally weakened.

WILLOW
That all you got, Jeeves?

ON GILES standing across from her. He, too, is also bleeding, most noticeably from a gash near his temple, though he appears to be considerably more spent and shaky.

WIDEN to see them facing each other across the rubble, like gunfighters.

WILLOW (cont'd)
'Cause I could stand to go another
ten rounds.
(eyeing him)
Whereas you can barely stand, period.

GILES
Your powers... may be significantly
greater... But I can still hurt you.
If I have to.

WILLOW
(scoffing)
Hurt me? Boy, you just don't get it,
do you? Nothing can hurt me anymore.
(re: her wounds)
This...?

She waves her hand across her face. Her injuries and bruises vanish.

WILLOW (cont'd)
Is nothing. It's all... nothing.

GILES
I see. You lose someone you love and
the other people in your life... The
ones who cares about you become
meaningless.

BUFFY, recovering now, appears at the opening in the shattered wall of the training room, behind Giles, watching. Willow doesn't notice.

GILES (O.S)
I wonder... What would Tara say about
that?

Willow eyes him, stonily.

WILLOW
You can ask her yourself.

Her hand shoots out toward the Upper Landing:

WILLOW (cont'd)
Obruo!

She brings her hand down, hard. The pillar snaps.

BUFFY rushes at Giles, tackling him out of the way as the Landing above them suddenly comes CRASHING DOWN, sending a cloud of dust and debris into the air.

ON BUFFY and GILES, on the floor, next to some still burning books. As the dust settles, they look up to see

WILLOW, standing over them. She glares at Buffy, peeved.

WILLOW (cont'd)
You're always saving everyone. It's
kinda pesky.

She reaches her hand into the fire and brings it out again. In the palm of her hand, floats a FLAME.

WILLOW (cont'd)
You probably even think you're buying
escape time for Jonathan and the
other one... Well, I got a little
secret for ya...
(confidentially)
I can kill them from anywhere I want.
Anytime I want.

The FLAME spins and grows into a large BALL OF FIRE, roughly the size of a volleyball.

WILLOW (cont'd)
With this. It'll find them. And
it'll bury them. Along with anyone
helping those Dead Men Walking.

Buffy gets to her feet, looking at the FIREBALL warily.

BUFFY
Don't.

WILLOW
(a mock brainstorm)
Unless... Somebody, somehow...
(pointedly, to Buffy)
Can get there in time to save them.
(then)
Huh. Oh, well...

Willow tosses the ball up.

WILLOW (cont'd)
Fly, my pretty. Fly.
The FIREBALL hurtles upward, bursting through what's left of the ceiling.

WILLOW (cont'd)
(to others)
See what I did there?

Torn, Buffy looks to Giles. She's loathe to leave him.

GILES
Go.
And she does. Sprinting for the door.

WILLOW
(calling after her)
Good luck.

She turns back to Giles.

WILLOW (cont'd)
Thought she'd never leave. Now I
finally have you all to myself...

ON GILES, eyeing her with trepidation.

EXT. MAIN STREET - CONTINUOUS - NIGHT

BUFFY bursts through the door, runs out into the street and looks up to see...

OVER HER SHOULDER - THE FIREBALL drifting across the night sky.

BACK ON BUFY as she tears after it...

INT. MAGIC BOX - MEANWHILE - NIGHT

CLOSE ON WILLOW, pacing.

WILLOW
you're such a hypocrite. Waltzing
back here with borrowed magicks... So
you can tell me, what...? Magic is
bad? Behave? Be a good girl?
(looking up)
I don't think you're in any position
to tell me what to do.

TILT UP to find

GILES, sprawled on the ceiling, writing in pain.

WILLOW (cont'd)
Do you?

She gestures and GILES plummets to the floor, slamming down hard, knocking the wind out of him.

WILLOW (cont'd)
I used to think you had all the
answers. That I had so much to learn
from you. Now I see you for the
fraud you are.

GILES
(gasping)
Willow...

She gestures.

GILES FLIES up again to the ceiling, slamming into it.

WILLOW
You were jealous. Still are.
Just... couldn't bear that I was the
one with power. That's why you ran.
That's why you--

GILES
Incurso!

AN ENERGY BLAST shoots from his mouth, striking

WILLOW. She staggers back from the blow, dazed. Her concentration broken.

GILES falls to the floor again with a GRUNT.

WILLOW
(trying to clear her
head)
That... was... rude. Now I forgot
what I was saying.

As Giles tries to get to his feet.

GILES
Perhaps... you're not as strong... as
you think you are.

Willow peers up at him, her eyes narrowing.

GILES (cont'd)
You're expending... far too much
mystical energy to maintain your
powers... At this pace... you're
going to burn out... And up.

WILLOW
Blah blah blah.

GILES
Willow. You need... to stop.

WILLOW
What I need...

IN AN INSTANT, she's upon him, without seemingly have moved.

GILES, who's only gotten to his knees, REACTS, startled.

WILLOW (cont'd)
...is a little pick me up.

With that, her hand grips his chest, and she begins to SUCK THE ENERGY out of Giles, as she did with RACK in Episode 21. GILES SCREAMS in agony as the multi-colored tendrils of light make there way from him to Willow. After a few moments of that....

WILLOW suddenly releases him and staggers back.

GILES falls over onto his side, conscious, but barely.

BACK ON WILLOW, a hand going to her head, as she appears somewhat woozy.

WILLOW (cont'd)
God. Head rush...

She looks dazed at a severely weakened Giles.

WILLOW (cont'd)
Whoa. Who's your supplier? This
stuff is--

A look of orgasmic euphoria crosses her face.

WILLOW (cont'd
Wow... It's incredible. I mean,
really... genuinely wow. I am so
JUICED...
(sharing)
Giles... It's like... No mortal
person has ever had this much power.
Ever. I actually feel it surging
through every cell of my body...
Every molecule... Like I'm connected
to everything... It feels like... I
can feel...

She pauses and her smile begins to fade.

WILLOW (cont'd)
...everyone.

Her expression continues to darken as she winces, getting lost in confused thoughts.

WILLOW (cont'd)
(softly)
Oh. Oh my God. All the emotion.
All the pain. It's too much.

Giles blinks away his pain... Forcing himself to talk.

GILES
(weakly)
Willow... It doesn't... have to...
be that way. You... you can... stop
it.

Willow fixates on that.

WILLOW
Yeah. I can. I have to stop this.
(deciding)
I'll make it all go away.

GILES' eyes widen and he shakes his head.

GILES
No...

WILLOW
(nodding to herself)
And I know just the place to make it
happen.

Willow eyes Giles with a twisted empathy.

WILLOW (cont'd)
You poor bastards...

She begins to rise up into the air...

WILLOW (cont'd)
Your suffering has to end.

She SPINS into her ENERGY VORTEX and VANISHES.

PUSH IN ON GILES, staring up with mounting dread...

GILES
(hushed)
No.

BLACKOUT.

END OF ACT TWO
Act Three

EXT. EDGE OF CEMETERY - LATER - NIGHT

CLOSE ON A RUSTY, STEEL DOOR as a FOOT SLAMS into it.

WIDEN to see XANDER, at the entrance to a MAUSOLEUM on a hill top. [NOTE: On one side, rows and rows of graves, and on the other side (which we'll see later), a beautiful landscape.]

Xander brings up his foot and kicks the mausoleum door again. Dawn, standing off, watching him.

ON ANDREW and JONATHAN nearby, together using Jonathan's sword to pry open the heavy, padlocked, door to another crypt. The sword slips out, catching Jonathan in the hand.

JONATHAN
Ow! Son-of-a-bitch!

ANDREW
(to Jonathan)
Buttwipe!

JONATHAN
I wasn't talking to you.

ANDREW
(apologetic)
Oh. Reflex.

They turn to look as

XANDER throws himself against the mausoleum door. Still not budging. He studies the door, rubbing his shoulder.

XANDER
Man, they've really tightened up
security around here. One too many
squatters from the Hellmouth.

Andrew and Jonathan come over.

ANDREW
(snide, to Xander)
Hide out in the cemetery. What a
fantastic idea.

XANDER
Yeah I'm working on a whole shut the
hell up pitch I think you'll like too.

ON DAWN, looking up, noticing something.

DAWN
Xander...?

XANDER
(to Andrew)
I've had just about as much as I can
stand baby-sitting a coupla social
retards who don't appreciate--

DAWN
Xander!

XANDER
(glancing at her) What?

DAWN
(still looking up)
What is that?

Xander and the Boys follow her gaze and look up to see...

THEIR POV - THE FIREBALL falling from the sky.

In the distance, we HEAR

BUFFY (O.S.)
...get outta there...

XANDER and DAWN shoot looks past Jonathan and Andrew at

BUFFY, sprinting toward them through the graveyard, leaping over tombs, shouting:

BUFFY
Move!

She manages to reach Jonathan and Andrew and TACKLES them both out of the way as THE FIREBALL SLAMS into the ground where they were standing and CRASHES THROUGH THE EARTH. Buffy and the Boys are blown back.

Xander and Dawn are also knocked off their feet. Xander hits his head on a tombstone and loses consciousness. The ground continues to GIVE WAY from the impact point, spreading outward.

BUFFY gets up - Andrew and Jonathan sprawled on the ground behind her - and sees

DAWN trying to crawl away as the ground beneath her begins to collapse into the widening hole.

BUFFY (cont'd)
Dawn...

BUFFY runs to her, reaching out to grab her.

BUFFY (cont'd)
Hold on--

The ground under DAWN falls away and she goes with it. She SCREAMS.

BUFFY (cont'd)
Dawn!

She tries to make a grab for her, but misses, as she plummets into the hole herself.

INT. PIT - CONTINUOUS - NIGHT

CLOSE ON BUFFY - she lands at the bottom with a GRUNT and a HEAVY THUD, next to DAWN, coughing and gagging, the wind knocked out of her. DIRT falls in on top of them.

Buffy brushes the dirt off her, then looks up, blanches, then suddenly rolls away as

A SWORD lands where her head had been, sticking straight into the ground.

BUFFY exhales and warily takes in her surroundings, though she can see little as it's dark down there. What we may see are tree roots, portions of coffins, bones and other decayed remains, sticking out from the walls of dirt.

EXT. CEMETERY - MEANWHILE - NIGHT

ANDREW and JONATHAN pick themselves off the ground. They look at

THE HOLE in front of them that swallowed up the Slayer.

XANDER, on the ground, unconscious, appearing, for all intents and purposes, dead.

ON JONATHAN, as he turns to Andrew.

JONATHAN
Mexico, huh?

Andrew nods and without another word, they turn and run off.

INT. MAGIC BOX - PRE-DAWN

THE DOOR to the TRAINING ROOM swings open and off its hinges, revealing

ANYA, groggily stumbling into the shambles of a shop, holding her head. As she takes in the carnage, she stops when she sees...

ANYA
Giles...

She makes her way over to his body, lying amid the rubble, and kneels beside him.

ON GILES - pale and lifeless, his eyes close.

ANYA, holding her breath, reaches out to touch his face when suddenly his eyes open, staring upward. She GASPS. And his eyes shift to look at her.

GILES
Anya...

ANYA
Giles, I'm sorry. She forced me to
free her with her brain. Are you--

GILES
I can see...

ANYA
(unsure how to react)
Oh. It's... a miracle.

GILES
Willow... I can see her... She took
the magic I had and now... I know
where she is... I can feel what her...
(with dread)
Oh, God...

ANYA
Giles, you... you have to rest.

GILES
Silly girl.
(looks at her)
I'm dying.

ANYA
(arguing the point)
No, you're not.

GILES
It was... It was the only way. I
thought there'd be a chance now,
but...
(somberly)
I know where Willow's gone... She's
going to finish it...

ANYA
Finish what?

Giles eyes drift off her, staring out into nothing.

GILES
The world.

OFF ANYA's reaction...

INT. PIT - DAWN

CLOSE ON HANDS gripping a TREE ROOT, sticking out from inside the hole, from which we see the barest of early morning sunlight streaming in.

WIDEN to see BUFFY, trying to haul herself up, clutching at the dirt with her other hand. Clumps of dirt fall away dropping into the pit near

DAWN, below her, watching. Beside her, a ROTTED OUT COFFIN on which BUFFY is standing. [NOTE: We may notice here that both swords are lying on the ground.]

BUFFY pulls harder, lifting herself into the air, attempting to climb up when

THE ROOT breaks, sending BUFFY crashing back down onto the coffin, the lid collapsing under her.

DAWN
Buffy!

ON BUFFY, suddenly aware of her position, pushes herself off the crushed casket and shields Dawn as MORE EARTH breaks away from the low ceiling and falls around them.

Dawn looks at Buffy, who seems particularly unnerved.

DAWN (cont'd)
Are you okay?

Buffy just looks up at the opening.

BUFFY
We have to get out of here.
(calling up)
Xander!

DAWN
I think I saw him hit his head.

Buffy looks at her, shakes her head, but doesn't answer. She peers around the pit, as does Dawn.

DAWN (cont'd)
This looks a little like Spike's
place. Y'know, under his crypt.

Buffy looks uncomfortable at that observation, a reaction that doesn't go unnoticed by Dawn.

Buffy moves to the outcroppings of another coffin, grips it and tries to wrench it out of the wall.

DAWN (cont'd)
What are you doing?

BUFFY
(straining)
We can... pile up some of these...
coffins. Give us some height to...
Uhh!

Failing, BUFFY stops. She glances around and sees

THE SWORDS on the ground. Buffy takes one of the swords and uses it as a digging tool, jabbing it into the dirt wall around the coffin.

DAWN
Maybe one of the tunnels Spike uses
is around here. If we could get to
his place--

BUFFY
(digging)
That's the last place we need to be.

Dawn looks at her.

DAWN
(wryly)
Oh, but it was good enough for you to
take me there after what he did to
you.

Buffy looks up at her, unsure of her meaning.

BUFFY
What he--?

DAWN
Tried to do. Whatever.

Buffy stares at her for a moment. Then, realizing her source...

BUFFY
(irked)
Xander...

DAWN
So it's true?

Buffy hesitates.

BUFFY
Dawn, we're in big trouble. Now's
not the time to--

DAWN
Why didn't you tell me?

BUFFY
You didn't need to know.

DAWN
(exploding)
Yes, I do! I need to know! I'm not
a kid anymore...

BUFFY
I'm trying to protect you.

DAWN
Well, you can't! Look around, Buffy.
We're trapped in here! Willow's
killing and people I love keep dying
and you cannot protect me from that!

Buffy looks at her for a few moments, trying to rationalize the truth of it.

Buffy looks at her. After a moment...

BUFFY
Dawn...

XANDER (O.S)
(calling)
Hello?

Buffy moves to the opening and looks up. Dawn following.

BUFFY
XANDER?

INTERCUT WITH:

EXT. EDGE OF CEMETERY - CONTINUOUS - DAWN

Xander peers down into the pit, nursing the bump on his head.

XANDER
Buffy, you know? Where's Dawn?

DAWN
(stepping into view)
Here.

BUFFY
Jonathan and Andrew up there with you?

Xander looks around.

XANDER
Naw. They musta skedaddled while I
was out. Weasels. Whoa--

A small piece ground on which he's leaning breaks away, falling into the hole, sending more clumps of earth breaking away from the hole and into the pit. Dawn YELPS as Buffy pulls her aside.

BUFFY
(calling up)
Xander, try to find a rope or
something and get us out of here.

XANDER
(looking around,
unsure)
Right. Okay. I'll... take a look
around.

As he stands...

END INTERCUT.

INT. PIT - CONTINUOUS - DAWN

BUFFY
(calling up)
And hurry before--

FLASH! ANYA apparates before her, accompanied by the requisite SMOKE and MYSTICAL ENERGIES, which cause more earth to break off from the walls. The coffin Buffy was trying to free becomes dislodged and crashes to the ground.

ANYA
(startled)
Holy frijole!

BUFFY
Anya! What are you doing here?
Where's Giles?

ANYA
He's... still at the magic shop.

DAWN
Giles? Giles is here?
(to Buffy)
You didn't tell me that.

BUFFY
(to Anya)
Did he stop Willow?

ANYA
No. And things just got a whole lot
worse.

BUFFY
How worse?

ANYA
End of the world worse. Willow's
going to destroy it.

DAWN
She... She can do that?

ANYA
She can and she will when she gets to
where she's going.

BUFFY
Where's that?

ANYA
Big old Satanic temple. On Kingman's
Bluff.

BUFFY
(trying to place it)
There's no temple on Kingman's Bluff.

EXT. BLUFF - DAWN

CLOSE ON GROUND, swelling and cracking, a DEEP RUMBLING coming from below, as

THE DILAPIDATED SPIRE of a ROTTED OUT STEEPLE pokes out, RISING UP at a skewed, crooked angle, shaking violently as it does. Various and hideous GARGOYLES are revealed, mounted to the sides of the steeple.

ON WILLOW standing before it. STREAKS of MYSTICAL ENERGY course around her. Her eyes are black and her brow is furrowed in concentration. She raises her outstretched arms, palms up, as if lifting a great weight. Then the RUMBLING stops, and the MYSTICAL ENERGY dissipates...

COME AROUND WILLOW and CRANE UP on...

A SCARRED AND CRACKED STATUE mounted at the base of the steeple -- A nightmarish effigy of a Medusa-like SHE-DEMON standing at the base of the temple. Snakes for hair, forked tongues protrude from BOTH of TWO SNARLING MOUTHS with rows of razor sharp teeth.

As we rise further, we see, beyond the steeple, we're on the cliff overlooking Sunnydale, seen in Amends.

BUFFY (PRE-LAP)
Proserpexa...

INT. PIT - MEANWHILE - DAWN

BUFFY
Who's she?

ANYA
Way up there in the hierarchy of she-
demons. Her followers intended to
user her effigy to destroy the world.
They all died when the temple got
swallowed up in the earthquake of '32.

BUFFY
So, seventy years later, Willow's
going to make their dreams come true.

ANYA
She's going to drain the planet's
life force, funnel its energy through
Proserpexa's effigy and burn the
Earth to a cinder.

BUFFY
Not if I can help it.

ANYA
You can't.

Buffy looks at her.

ANYA (cont'd)
Something else Giles said. No magic
or supernatural force can stop her.

BUFFY
What does that mean?

ANYA
(frustrated)
I don't know. He said "the Slayer
can't stop her." Then he said a
bunch of other stuff... he wasn't
too... clear.
(uncomfortable)
I should hurry and get back to him.
He's... alone.

BUFFY
(picking up on her
uneasiness)
What do you-- Is he okay?

Anya just looks at her for a moment, trying to maintain her composure. Dawn and Buffy are already getting the picture when she says:

ANYA
I... I don't think he has a lot of
time.

Dawn and Buffy react.

ANYA looks at both of them, one last time...

ANYA (cont'd)
I'm sorry.

...and VANISHES. Silence for a beat. Then a look of fierce determination crosses Buffy's face and she moves toward the opening.

BUFFY
(calling up)
Xander? Where's that rope?

DAWN
Buffy...

BUFFY
Xander!
(under her
breath)
Where is he?

She moves to the fallen coffin and drags it over to the other one.

DAWN
You heard what Anya said... What
Giles said...

BUFFY
I heard. And I don't care... I have
to try...

As Buffy continues to talk to Dawn. On the RIGHT of the screen, as if Buffy's words are finding her, we...

SPLIT DISSOLVE:

EXT. BLUFF - MEANWHILE - DAWN

DOLLY IN ON WILLOW, from behind, as she stares up at the statue of Proserpexa, muttering some incantation.

WILLOW
(Latin, phonetic)
Day FOH-veh-a oom-BRA-room
ob-lee-TAH-rum, ex-ki-TAH-
reh, SO-ror TEH-neh-brai,
ex-ki-TAH-reh et--
BUFFY (O.S.)
I'm not just gonna sit here
while Willow incinerates
what I'm chosen to protect.
I have to stop her...


WILLOW (cont'd)
(translation for
above Latin)
From the pit of forgotten
shadows... Awaken, Sister
of the Dark... Awaken and--

Willow suddenly pauses and turns her head slightly, as if having heard what Buffy just said.

WILLOW
(whispering)
Always the Slayer...

INTERCUT WITH:

INT. PIT - CONTINUOUS - DAWN

Buffy freezes, hearing:

WILLOW (O.S.)
Right to the last.

BUFFY
Willow?

Dawn looks at her quizzically.

INTERCUT WITH:

INT. MAGIC BOX - MEANWHILE - DAWN

ON GILES, his head propped up on his rolled-up jacket. Anya, beside him, wiping his brow. He's weak and barely holding on, but he reacts, hearing the conversation.

INTERCUT WITH:

EXT. BLUFF - MEANWHILE - DAWN

Willow's turned toward the camera now, facing away from the effigy. Her face is creased with tortured emotions running through her. This is between her and Buffy.

WILLOW
And it is the last, you know... For
all your fighting... Thinking you're
saving the world...

INTERCUT WITH:

INT. PIT - CONTINUOUS - DAWN

Buffy listens, as Dawn stares at her.

DAWN
Buf--

Buffy holds up a hand to silence her.

WILLOW (O.S.)
And, in the end, I'm the only one
that can save it.

BUFFY
By killing us?

INTERCUT WITH:

EXT. BLUFF - CONTINUOUS - DAWN

WILLOW
It's the only way to stop the pain.
I... I can't take it anymore...

INTERCUT WITH:

INT. MAGIC BOX - CONTINUOUS - DAWN

ON GILES, agitated, as he listens.

WILLOW (O.S.)
But I know you, Buffy. You're a
warrior...

INTERCUT WITH:

INT. PIT - CONTINUOUS - DAWN

ON BUFFY, wary of where this is going.

WILLOW (O.S.)
You won't go without a fight and
I really don't have time for one.
But you should go out fighting.

BUFFY
Willow - what do you-

INTERCUT WITH:

EXT. BLUFF - CONTINUOUS - DAWN

WILLOW
It was me that took you out of the
Earth. Well, now...

PUSH IN on her as her eyes MORPH to BLACK and she adds:

WILLOW (cont'd)
The Earth wants you back.

INTERCUT WITH:

INT. PIT - CONTINUOUS - DAWN

CLOSE ON a BONY PROTRUSION in the DIRT WALL - Suddenly an EARTHY ARM bursts out from it.

BUFFY and DAWN whip around as ANOTHER ARM, then HEAD and TORSO explode outward as large, horrific EARTH MONSTER breaks off from the wall. Dawn SCREAMS. Then a SECOND MONSTER emerges, similarly, from another part of the wall. THEN, A THIRD starts to break free. They're made up of organic material: dirt, rocks, roots, tar, decayed matter and most, importantly, TWO SHARP, SCISSORING, BONE BLADES at the ends of their arms, which they CLICK together menacingly.

PUSH IN on BUFFY, sizing up her none-too-good odds.

BLACK OUT.

END OF ACT THREE
Act Four

INT. PIT - CONTINUOUS - DAWN

BUFFY rushes the two of the encroaching EARTH MONSTERS, hits them both with a flying kick. The monsters are momentarily stunned as she pushes off them into a flip, landing next to one of the SWORDS, lying on the ground.

The MONSTERS attack, jabbing and swiping their bone blades at Buffy, as she brings up the sword to fight them off. They jab and thrust their bone blades at her.

THE THIRD MONSTER breaks away from the wall near Dawn, and makes a move toward her.

DAWN
Buffy!

Buffy glances over her shoulder at her. She deftly manages to dispatch the first of the TWO MONSTERS she's fighting -- chopping one into pieces -- And kicks the SECOND ONE in the leg. It goes down.

ON DAWN as the THIRD MONSTER is almost upon her. The creature's about to lunge, its finger blades poised, when...

POW! Its struck hard in the head by a roundhouse kick by BUFFY, and staggers back, stunned, just as Buffy sees

A FOURTH MONSTER starting to break away from another part of the dirt wall.

BUFFY
(eyeing #4)
I can't take them. They just keep
coming.

She turns and looks at her sister.

BUFFY (cont'd)
Dawn...

DAWN looks at her. When their eyes meet, Buffy hands her the sword.

BUFFY (cont'd)
Will you help me?

Dawn looks at the weapon in her hand, then back to Buffy. They share a meaningful look before Dawn says:

DAWN
I got your back.

Buffy nods and launches herself back into battle with EARTH MONSTER #2, sweeping up the second sword lying on the ground and attacking.

DAWN looks over at the THIRD MONSTER, grips the handle of the sword tightly, and charges out of frame just as

A FIFTH EARTH MONSTER'S ARM bursts free of the dirt wall, behind where she stood.

EXT. BLUFF - MORNING

ON WILLOW, her eyes still BLACK, as MYSTICAL ENERGY builds around her.

WILLOW
(Latin, phonetic)
Proserpexa... IG-nayss poor-
GAHNT-ayss day pro-FOON-
deess ab-SOO-mant AH-nee-
mahss pah-ti-EN-tayss...
dul-KEM-kwe MOR-tem FER-ant.

WILLOW
(English translation)
Proserpexa... Let the
cleansing fires from the
depths burn away the
suffering souls... And
bring sweet death.

BLACKISH ELECTRICAL ENERGY rises up from the ground around Willow, swirling, as its drawn into her extremities. Then, from her eyes, a CONCENTRATED BEAM of the same energy is funneled into

THE EFFIGY, which begins to GLOW RED, as if heated from within.

ON WILLOW, her head tilts back a bit -- though never taking her eyes off the effigy -- and her arms fall out to her sides, as if she's letting go of herself, giving herself over to the forces at work.

A VIOLENT TREMOR shakes the Earth around her, accompanied by a DEEP, LOUD RUMBLING, though she pays it no mind.

THE EFFIGY, now GLOWING BRIGHT RED.

ON THE GROUND AT THE BASE OF THE EFFIGY - An ever-widening circle of scorched earth, dead grass, red-tinged around the edges, spreading outward.

ON WILLOW, still focused on

HER POV - THE EFFIGY as

XANDER suddenly appears, blocking the idol from her view, breaking her contact with it.

XANDER
Hey, black-eyed girl...

ON THE EFFIGY, as the glowing fades, though not completely. The energy dissipates.

XANDER (cont'd)
Whatcha doin'?

ON WILLOW - She blinks her eyes open, revealing them to be normal again, as she looks at him, incredulously.

WILLOW
Get out of here.

XANDER
You're not the only one with powers,
you know. You may be a hopped up
uber-witch, but this carpenter can
dry-wall you into the next century.

WILLOW
I'm not joking, Xander. Get out of
my way. Now.

She gestures. He's suddenly THROWN BACK, slamming painfully against the base of the statue, with bone CRACKING force.

ON WILLOW - Her brow furrows, as a look of remorse crosses her face.

INT. MAGIC BOX - MEANWHILE - MORNING

CLOSE ON GILES - his eyes blink open, staring off at nothing.

GILES
(a whisper)
There.

WIDEN to see ANYA kneeling beside him. He appears to be very weak, barely hanging on, his breathing shallow. She eyes him, confused.

ANYA
What?

SUDDENLY, the shop is rocked by another violent TREMOR. Dust falls from the ceiling and the rubble of the store shifts around. Anya YELPS.

Panicking, she tries to rouse Giles, tears in her eyes.

ANYA (cont'd)
Giles? Giles. Don't die. Not yet.
I... There are... I need to tell
you...
(tears start to flow)
Thanks a lot for coming. I mean, it
was nice of you to teleport all this
way--

ANOTHER VIOLENT TREMOR HITS. As it subsides...

ANYA (cont'd)
Though, in retrospect, it might have
been better if you hadn't come and
given her all that magic that made
her ten times more powerful... that
would have been a plus.

She GASPS when Giles' hand comes up and touches hers. She looks at him and sees his eyes are slightly open and looking at her with affection.

GILES
(barely a whisper)
It's not over.

INT. PIT - MEANWHILE - MORNING

ON BUFFY, taking on the TWO NEW EARTH MONSTERS (#4 and #5 for those keeping score). BODIES (OR PARTS) of the others are sprawled across the ground.

SUDDENLY the Pit is rocked by ANOTHER TREMOR. A substantial amount of dirt collapses into the space, from the walls and ceiling.

BUFFY eyes the cave-in warily, as she fights, knowing the cause and what it means.

BUFFY
(to herself)
Willow...

ON DAWN taking more of a defensive posture against MONSTER #3, occasionally swiping away at the creature, cutting off bits of dirt and wood. The beast manages to lunge in and SLICE her upper arm. She SCREAMS in pain and drops her sword.

BUFFY (cont'd)
(hearing her scream)
Dawn! I'm coming!

She steps up her attack.

As EARTH MONSTER #3 moves in on Dawn. He takes another swing at her. She falls back, narrowly avoiding the blades. The monster advances. It's fingers "CLICKING" together with anticipation, it raises its scissor claw to stab her.

BUFFY dispatches both of her attacking MONSTERS and turns as...

DAWN makes the coolest dive into a roll past MONSTER #3, grabbing her dropped sword. As the MONSTER turns on her she thrusts the sword into the creature's mid-section, twisting the blade for maximum damage...

BUFFY, stands stunned, watching...

In a fluid move, Dawn draws out the sword and swings it again, DECAPITATING Monster #3. Its headless body drops to the ground with a thud.

REVERSE ON DAWN, breathing hard, taking it all in herself. Then sensing her sister's eyes on her, turns and looks at an incredulous Buffy.

DAWN
(after a beat)
What? You think I never watched you?

Buffy just looks at her, speechless. Which is good because...

ANOTHER and YET ANOTHER EARTH MONSTER (#6 and #7) break away from the walls on either side of them.

BUFFY and DAWN whip around, back-to-back, their weapons poised, readying themselves for another attack.

INT. BLUFF - MEANWHILE - MORNING

ON THE EFFIGY - IN FULL GLOW AGAIN, as the BLACK ELECTRICAL ENERGY streams into it from Willow.

ON WILLOW's FEET as the scorched earth spreads wider around her now, the CGI LIFE FORCE flowing into her. TILT UP to see

She's BLACK-EYED, once again, and back to work, focusing on the statue as

ANOTHER TREMOR strikes.

XANDER, on the ground, stirs, holding his chest, as he's no-doubt cracked a couple of ribs.

But he rises, breaking the connection between Willow and the effigy once again.

WILLOW
You can't stop this.

XANDER
Yeah, I get that. It's just - where
else am I going to go? You've been
my best friend my whole life. World
gonna end - where else would I want
to be?

WILLOW
Is this the master plan? You're
going to stop me by telling me you
love me?

XANDER
Well, I was going to walk you off a
cliff and hand you an anvil, but it
seemed kinda cartoony.

WILLOW
Still making jokes.

XANDER
I'm not joking. I know you're in
pain. I can't imagine the pain
you're in. I know you're about to do
something apocalyptically evil and
stupid and hey, still want to hang.
You're Willow.

WILLOW
Don't call me th-

XANDER
First day of kindergarten you cried
'cause you broke the yellow crayon
and you were too afraid to tell
anyone. You've come pretty far,
ending the world, not a terrific
notion but the thing is, yeah. I
love you. I loved crayon-breaky
Willow and I love scary veiny Willow.
So if I'm going out, it's here. You
wanna kill the world you start with
me. I've earned that.

WILLOW
You think I won't?

XANDER
It doesn't matter. I'll still love
you.

This makes Willow furious.

WILLOW
Shut up.

WILLOW makes a slashing motion in the air.

XANDER stops as THREE LARGE CUTS open on his face, as if he scratched them there. He winces, touches the blood on his face and looks at it. Then, at her.

XANDER
I love you.

She slashes at him again.

XANDER's shirt tears at the shoulder as larger, deeper wounds appear. He almost doubles over from the pain. But, again, he looks at her.

XANDER (cont'd)
I love--

She BLASTS him with a bolt of ENERGY, knocking him down. She looks at him, her face etched with sorrow.

ON XANDER, as he picks himself up. He catches his breath, stares up at her again. Then begins to stagger toward her.

XANDER (cont'd)
(through the pain)
I... love you.

WILLOW
Shut up.

She BLASTS him again. He GRUNTS at the impact, but this time, he doesn't go down. As if her assault has lost some of its strength.

XANDER
I love you, Willow.

WILLOW
(tears starting to flow)
Stop...

She sends another BLAST, but he barely registers it when it hits him. He keeps coming.

XANDER
I love you.

He reaches her and she starts to hit him, with her fists, shaking her head. He withstands her blows, but on his injured body, they do inflict pain.

Willow falls to her knees, sobbing. Her hands over her eyes, her black hair suddenly MORPHS back to its normal red. Xander gently puts a hand on her shoulder.

XANDER (cont'd)
(softly)
I love you.

ON THE EFFIGY - AS THE GLOW burns out, a flame extinguished.

INT. PIT - MEANWHILE - MORNING

ON BUFFY and DAWN, shoulder to shoulder, fighting off the TWO NEW EARTH MONSTERS when

THE MONSTERS suddenly freeze in their tracks, and with pain-racked SCREECHES, they collapse into MOUNDS OF DIRT.

ON BUFFY and DAWN, looking stunned.

DAWN
What happened?

INT. MAGIC BOX - MOMENTS LATER - MORNING

ON GILES, his eyes open, looking stronger now, and he pushes himself up to a sitting position.

ANYA, tear-streaked, stares at him, gratefully amazed to see him so... alive.

ANYA
Giles? You're not dead.

He looks at her.

GILES
No...

Anya hugs him, fiercely. Giles GRUNTS with discomfort.

GILES (cont'd)
However, I am still in some pain.

She releases him.

ANYA
Why aren't you dead?
(then)
Why aren't I dead?

GILES
The threat's gone. Willow's been
stopped.

ANYA
You mean she's--?

GILES
She's alive.
(looking at Anya)
The magic she took from me, it did
what I hoped it would...

ANYA
(getting it)
You dosed her. You knew she was
going to take your powers all along.

GILES
W-well, I knew there was a
possibility. The gift I was given by
the coven was the true essence of
Magic. Which comes, in all it's
purity, from the Earth itself.
Willow's magic came from a place of
rage and power.

ANYA
Oh, and vengeance. Don't forget
vengeance.

GILES
How... could I? In any case, the
magic she took from me tapped into
the spark of humanity she had left.
Allowed her to feel again... Giving
Xander the opportunity to reach her.

ANYA
(frowning)
Xander?

GILES
Yes. It was he that got to her in
time.
(looking at her)
He saved us all.

ON ANYA, registering Xander's heroism and success. Her expression softens a bit and she appears subtly proud, despite herself.

INT. PIT - MEANWHILE - MORNING

BUFFY surveys the surroundings, her weapon poised, unable to believe there are no more monsters to fight.

DAWN comes up next to her.

DAWN
I... I think it's over, Buffy. The
world's still here.

BUFFY glances at her for a moment. Then, lets the sword slip out of her hand. Her composure begins to crack as she drops down to the ground, exhausted. She begins to weep.

DAWN looks at her, devastated to see Buffy's apparent unhappiness at the news. She starts to become irritated.

DAWN (cont'd)
Sorry to disappoint--

She suddenly realizes Buffy is laughing through her tears.

DAWN (cont'd)
Wait. Is that... happy crying?

BUFFY
Yeah, dummy... You think I wanted the
world to end?

DAWN
I don't know...
(unsure)
Didn't you?

Buffy looks at her.

BUFFY
Dawn, I'm so sorry...

She hugs Dawn, crying on her shoulder.

DAWN
(getting teary)
It's okay, Buffy... It's okay...

BUFFY
No. It hasn't been. It hasn't been
okay...

She pulls away and looks Dawn for a moment, touching her face.

BUFFY (cont'd)
But it's gonna be. I see it now.

She gets up and moves to the coffin that had fallen out of the wall earlier. She's limping a bit. She starts to drag the coffin toward the center of the pit.

DAWN
See what?

Buffy stops.

BUFFY
You.
(then)
Things have sucked lately, but it's
all gonna change - and I want to be
there when it does. I want to see my
friends happy again.
(more emotional)
And I want to see you grow up. The
woman you're going to become...
Because she's going to be beautiful.

Dawn takes this in. Moved.

BUFFY (cont'd)
And she's going to be powerful.

Buffy moves close to Dawn again.

BUFFY (cont'd)
I got it so wrong. I don't want to
protect you from the world - I want
to show it to you.

Both of the girls are near tears now. Buffy touches Dawn's face tenderly.

BUFFY (cont'd)
Oh, Dawn... There's so much I want
to show you.

A SONG BEGINS, leading us into a montage:

DISSOLVE TO:

EXT. EDGE OF CEMETERY - SOON AFTER

PUSH IN on HOLE as suddenly a HAND reaches out of it, gripping the ground. Then, another hand appears, as BUFFY pulls herself up. Once, she's secure, she turns and reaches back into the hole to pull up

DAWN, who grabs hold at the lip and, with Buffy's help, pulls herself out. Buffy crawls out right after her. As they squint into the morning sun...

DISSOLVE TO:

INT. BLUFF - MORNING

XANDER kneeling next to WILLOW now, holding her as she cries.

DISSOLVE TO:

INT. MAGIC BOX - MORNING

ANYA helps GILES to his feet and, with his arm around her shoulders, they cross to exit the ruined store...

DISSOLVE TO:

INT. TRUCK CABIN - MORNING

CLOSE ON SCARY TRUCKER at the wheel of his big rig, chewing on a toothpick. The guy's seedy looking and big, REALLY big with several days growth of beard. Plus, he's got Manson eyes. He turns his head to offer a lascivious leer at

JONATHAN and ANDREW, sitting next to him.

The boys share a look, then attempt to scoot over, as far away from the Trucker as possible, eyeing him with oh-so-much wariness.

OMITTED

EXT. EDGE OF CEMETERY - MORNING

BUFFY and DAWN are on their feet now, brushing themselves off. Buffy suddenly pauses, seeing something. She takes a few limping steps toward it.

SWING AROUND INTO A REVERSE ANGLE - To see she's looking at a VISTA of rolling hills and greenery under a beautiful, perfect spring sky.

WIDEN on BUFFY'S BACK as Dawn steps in beside her, taking in the same view. Buffy glances over and puts her arm around Dawn's shoulder.

REVERS and CRANE UP on them as they walk away from the cemetery and toward this beautiful world.

END MONTAGE as we...

DISSOLVE TO:

INT. AFRICAN CAVE - LATER

PAN ALONG THE BARREN GROUND, until we come to find

SPIKE, laying on his back, beaten and bloody, seemingly dead. PUSH IN as the SHADOW of a figure moves and looms over him.

Spike's eyes flutter open and he looks up at the unseen figure.

VOICE
You have endured the required trials.

SPIKE
(weakly)
Bloody right I have.

He pushes himself up to address the DEMON of the cave.

SPIKE (cont'd)
So, give me what I want. Make me
what I was... so Buffy can get what
she deserves.

VOICE
Very well.

A GNARLY DEMON HAND reaches out to Spike's bare chest

VOICE (cont'd)
Your soul is returned to you.

As the hand touches him, Spike throws his head back and SCREAMS in agony...

BLACK OUT.

THE END