We see the (backdrop of the) city sprawling out beyond the rooftops. Arm down, past a man sleeping on a roof, down, into an alley where we pick up a GIRL of about fifteen. She is running for her life.

We move with her through alleys, past doorways that are either shut or being slammed shut as she approaches. She looks about her, wildly, keeps moving.

ANGLE: a robe, skimming the ground as her pursuer follows. Another enters frame as well.

She hits a dead end, turns.

The two robed figures appear at the end of the alley. They have hoods, and beneath the hoods, black cloth covers their faces as well. Ninja Monks would be the best approximation.

She's terrified as they start toward her, but not without resolve. She jumps up on a pile of trash, starts climbing up a pipe as she kicks away the trash. One of the robed men grabs for her ankle but she's too high, she's near the top of the wall --

She crests it and another figure appears in frame, pushes her roughly back as she screams --

She falls back and lands on the alley floor hard. She is immobilized and terrified as one of the men holds her down, the other pulling out a horrible, ornate dagger.

Her eyes. The knife.

It leaves frame, and comes back bloody. Again. Again. We see nothing, but we hear it all.

EXT. GRAVEYARD - NIGHT

A vampire's FACE pops up from the dirt (he's already got an arm out). He's creepy, cadaverous and hungry.

Whip over to see Buffy squatting by the grave, camera at ground level and moving slowly around her. She holds a stake.

She tosses the stake (without looking) and we whip with it to the foot of the grave, looking up (waist level frame) at DAWN, who catches it, eyes mostly on the vamp. Nervous.

The vamp has both arms out now, looks at Dawn, grinning, as he struggles to pull himself up.

They look over at him. He's still only waist level out of the grave.

Buffy crosses to him as he continues --

Buffy yanks him up by the back of his jacket with one hand, sets him on his feet.

Buffy's hand clamps on his throat and the last words come out as a Donald Duck rasp.

She lets him go, steps back. The vampire takes a step forward and Dawn readies herself, trying not to look scared.

He rushes Dawn -- and she rolls back on impact, going under him as he rolls past her and into a tombstone, hard.

Flush with momentary success, Dawn scrambles for her dropped stake, jumps at the vamp and stakes him. A little too much to the right.

Angry, he backhands her and she goes flying back. Before she can recover -- blood dotting her lip -- he's on her, she scrambles underneath him to get him off -- Buffy is nowhere to be seen -- Dawn pulls up a stake, the vamp recoils and hisses, but grabs her arm and twists it 'til she drops it in pain --

His face comes closer to her's, she can't fight him off, saliva dripping from his fangs as he opens wide and covers her mouth with his hand and pulls her head to one side, exposing neck --

And brings his head down. Her eyes go wide -- and Buffy pulls him off, throws him back. He keeps his footing, comes at her -- and a couple of quick, but fairly dazzling moves disable him. Buffy grabs a sword sticking out of the ground (by a bag of weapons) and beheads him. He dusts. Needless to say, she has hardly broken a sweat.

Her attention is on Dawn, who is on the ground, hand to her neck, which is bleeding slightly. Her look is slightly bewildered and accusatory.

She holds her hand out, and Dawn takes it. Buffy helps her up. Buffy looks at her neck

Buffy gathers the weapons and they start to exit the graveyard over the following.

Scissors. Huge, gleaming in the sun. They open, move towards:

A big red ribbon.

Widen to see:

EXT. SUNNYDALE HIGH - DAY

A group of business people and families gathered for a ceremony in front of a large building. We are focused on ROBIN WOOD, a well dressed African American, maybe thirty, holding the scissors -- but we're tracking back FAST to see the entire building --

ANGLE ON: scissors slice through red.

She doesn't look back at him. Just quietly agrees:

He sits by her.

She offers the jest meekly, not being glib.

She rises. He follows.

EXT BUFFY'S HOUSE - DAY

In the bright morning.

A car pulls up to the curb. Xander steps out, and he's changed a bit himself. He's sharp dressed in a dark suit and tie in which he's at perfect ease. He's holding a set of rolled-up blueprints. We track around the car with him a bit, low angle, taking in his new image.

(NOTE: this can be shot as a reverse somewhere else if we're not heading Torrance way any time soon.)

INT. FOYER/DINING ROOM/KITCHEN - CONTINUING

We're raking the dining room window as Buffy crosses to it, sees Xander. She moves to the bottom of the stairs, calls up:

Buffy opens the door as Xander enters --

We move into the kitchen with Buf and Xander.

She tosses a few dishes in the sink as they speak, generally tidies.

They cross back into the dining room, Dawn passing on her way to the kitchen as Xander rolls out the prints.

Dawn wanders in, eating cereal.

He holds the old plans to the window so light streams through them.

He covers the new with the old. We can see both, the sun working like a lightbox.

Buffy produces a box, slides it across the table to Dawn.

Dawn starts to open it, her excitement tempered with suspicion --

Dawn opens the box --

EXT SUNNYDALE HIGH - DAY

As Buffy and Dawn climb out of Xander's car. Buses have arrived, kids stream in, some with parents.

He drives off as Buffy and Dawn walk toward the front entrance. Buffy sees a girl who looks like Trouble with a side of Goth walking by herself. Creepy.

Dawn stops.

Buffy spins to see Principal Wood smiling at the two of them. Most everybody else has made it inside by now.

They shake hands.

The principal leaves.

She scampers off. Buffy takes a beat, looking at the school. Another beat, and she enters.

INT. SCHOOL HALLS - DAY

Buffy enters, looking about her. The last few people are heading into classes. Buffy walks along the unfamiliar space, toting the all-too-familiar dread.

She turns a corner, comes to a row of lockers.

ANGLE: FROM THE OTHER END we see Buffy small, lockers growing in frame as they approach foreground. Buffy looks about her for a bit in the silence.

Something FLIES into frame and SMASHES into a locker right in front of camera, bounces off.

Buffy jumps, spins to look -- it's a basketball, that bounces back to where it came from. It's another hall -- and a pair of hands takes the ball from the ground, pulls it out of sight.

Buffy starts toward the unseen person. Turns the corner -- and catches a glimpse of a big young THUG, who glares at her menacingly in passing as he disappears around the next corner.

Buffy continues to follow, rounds the corner -- and he's nowhere.

She walks slowly on, passing the door that says: BASEMENT. NO STUDENT ACCESS.

INT. CLASSROOM - DAY

Dawn sits in the back. On one side of her is a nice-seeming, attractive girl, who is already whispering to a friend. On the other side is a quiet, nerdy guy, who's probably not gonna speak to anyone for the first four months.

Dawn just looks around, apprehensive, vaguely smiling at people.

And he scans about the room,

Dawn, standing, in the middle of hers:

ANGLE: The students stare at her. Total silence.

Dawn comes out of her reverie -- she has said none of this -- as we hear a student saying:

Polite laughter. Dawn just nervously waits her turn. How is she ever gonna survive this?

INT. GIRL'S BATHROOM DAY

Buffy enters, her fur seriously up. She stops by the sink, looks in the mirror. A long beat, and she touches her hair.

She notices something on the sink, goes to it...

ANGLE: a small bone, tied to a twig and a feather.

Buffy's hand reaches into frame, picks it up. We tilt up to see Buffy in the mirror, looking at it -- and a DEAD GIRL leers at her from right behind her shoulder.

Blue/white, peeling, cadaverous, (cause she's a cadaver, one would presume) with deep gashes in her forehead and cheek that are still red and matted blood about her face. Her hair is greasy and lanky, her clothes dirty and torn. But honestly, the worst part is the smile.

Buffy looks up, gasps --

Buffy spins -- There's no one there. She looks back in the mirror. No one there either.

CLOSE ON: BUFFY as she tries to take this in, freaked out. Suddenly a DEAD JANITOR is right in her face, grabbing her, roaring:

He roughly pushes her back --

And she looks up to see he's gone as well. Push in on her.

NOW she's wigged.

Halfrek looks away, coffee to her lips --

INT. SCHOOL HALLS - DAY

Buffy comes barrelling out of the bathroom, takes a moment to get her bearing, then heads off to find Dawn's class. We STEADICAM down the halls with her, urgency increasing --

INT. CLASSROOM - DAY

Dawn is a actually standing, giving her little intro.

Students laugh -- Dawn is gaining confidence, even enjoying herself --

Buffy BURSTS into the classroom, out of breath, intense --

Buffy begins to take stock as she continues, deflating somewhat...

She exits sheepishly. Dawn's look mirrors her own as the class looks at her, silent now. A beat...

EXT. SCIENCE BUILDING - DAY

It's under construction. Xander is there, jacket and tie gone, sleeves rolled up and a hard hat on. BUFFY approaches him.

He walks her to a more secluded spot, pulling off his hat.

She has no answer. Looks off into the distance --

INT. CLASSROOM - DAY

As does Dawn. The teacher is talking at the front of the class, but we hear nothing. Lost in thought -- probably about the untimely death of her social life.

The nerd next to her leans in --

She starts a bit, pulls one from her pencil case.

ANGLE: THE PENCIL

As she hands it over, the hand receiving it is blue/white and peeling.

We move up to the nerd's face -- he's another of the dead people that Buffy saw.

The odd croak of his voice causes Dawn to turn to him -- and before she can gasp he SHOVES THE PENCIL IN HER EYE.

She falls back out of her desk, screaming and holding her face. Kids come out of their chairs, the teacher rushes forward --

Dawn calms down, pulls her hands away -- there's no blood. No pencil, two working eyeballs...

Dawn sees everyone staring at her, looks over at the nerd's desk. It's empty.

Dawn rises, looking at the desk...

She exits, very shaken. The kids look at her like she's crazy, including the boy who spoke before.

INT. GIRL'S BATHROOM - DAY

Dawn enters, sweating. She goes right to a stall and sits, shaking, trying to clear her mind.

She is there a moment when she hears something. It takes a moment to recognize it as low sobbing.

Dawn becomes very still. Listens. The sound is coming from further down in the stalls. Slowly, a little frightened, she bends down to see:

ANGLE: DAWN'S POV

Down all the stalls. No feet.

But the sobbing continues. Dawn looks worried, but not totally freaked. She moves slowly out of her stall. Starts down the row of stalls...

INT. SCHOOL HALLS - DAY

Buffy is coming back from seeing Xander. She turns a corner and bumps into --

Principal Wood. Buffy almost takes the principal out, but sees who it is in time.

INT. GIRL'S BATHROOM - CONTINUING

Dawn approaches the last stall. The soft sobbing continues.

Dawn reaches the door, pushes it open.

The creepy looking goth girl Buffy saw outside (KIT) is huddled on the tank, feet on the seat. She is terrified, clutching her shoulder bag (it's the small old army kind and yes, it'll come into play later).

INT. SCHOOL HALLS - CONTINUING

INT. GIRL'S BATHROOM - CONTINUING

Slowly, Kit lets Dawn help her out of the stall.

She stops, looking in the mirror. Fast pan to show that in the mirror, they are surrounded by all three of our dead folk.

ANGLE: The lights

EXPLODE! A shower of sparks above the girls' heads leaves the bathroom in darkness. Kit screams --

She tries to pull Kit toward the door, but the girl is on the deep wig.

ANGLE: THEIR FEET

As Dawn tries to drag Kit to safety, three sets of dead HANDS SMASH through the tiled floor and GRAB at them.

A whole chunk of floor crumbles beneath the screaming girls as they are pulled down into darkness.

A few more moments, and she shakily disengages herself, resting with her hands in the grass, breath still coming slow.

She looks around her, getting her bearings.

She jerks her hands away from the grass, remembering.

She looks at Giles.

INT. BASEMENT OF SCHOOL - DAY

Dawn and Kit lie amidst the rubble. Kit is shaking Dawn, who shakes her head, blearily.

She feels the back of her head, winces in pain. Kit is looking around, afraid.

Dawn looks up at the hole they came through. Looks at Kit.

They help each other up. Dawn's a little woozy, and Kit's limping slightly, but they're good to go.

But the basement appears to be something of a maze. They turn, looking for the best way out...

They move toward a corner.

They're about to turn the corner when a large figure SHOOTS out right in front of them -- they SCREAM --

It's the thug with the basketball that Buffy saw in the halls. He has no ball now, just a look of terror. He's called:

He's several yards away, coming into the dim light. (Did I mention it's really dark down here?)

They whip -- he's coming from the other direction.

They're surrounded. The dead people shamble toward them with menacing glee.

Realizing, Dawn starts going through her pockets.

Dawn pulls out a small cell phone.

INT. SCHOOL HALLS - CONTINUING

Buffy still speaks with the Principal.

Buffy's phone rings. She jumps a little.

But Buffy has it to her ear --

INT. BASEMENT OF SCHOOL - CONTINUING

Dawn is on the phone as the three kids back into a corner. Dawn is scared, but together.

INT. SCHOOL HALLS - CONTINUING

INT. BASEMENT OF SCHOOL - CONTINUING

A moment, and she hangs up. Looks to the other two.

ANGLE: The dead guys are gone.

And the Janitor's hand SHOOTS around her throat.

INT. SCHOOL HALLS - CONTINUING

Buffy is pocketing her phone, backing away.

Buffy turns the corner -- then, out of sight, bolts.

INT. GIRL'S BATHROOM - MOMENTS LATER

Buffy enters. It's still dark, and there's still a big hole in the floor. Without hesitation, Buffy jumps cleanly down through the hole --

INT. BASEMENT OF SCHOOL - CONTINUING

And lands, catlike (but not Tom Cruise in MI2-like, 'cause LAME), looking around.

She's alone.

Looks around a bit.

No sound, no movement. Buffy starts through the dark space -- it really does resemble a maze.

A moment, then she remembers -- pulls out the phone, speed dials. Waits -- hears a distant ringing, far left. She runs down the corridor towards it, but it stops. She puts the phone to her ear --

Buffy's face tightens. She slows, still heading in the same direction.

Buffy rounds the corner -- and there he is, smiling at her. No phone, though.

Buffy looks around, sussing the space. Some doors, halls going off -- no clue if Dawnie might be around.

He's appeared to the left of her.

She's on the other side, gradually they gather before her.

Buffy looks around her, increasingly worried.

She indicates a rusty metal door behind them. It's so like the wall it sits in that it's almost invisible. The Dead Guys look pissed that she sussed that one.

It's probably a bad idea for the nerd to rush her first -- she grabs his arm and single handedly (in the literal sense) swings him into the wall behind her, swinging him back into the Janitor, who follows hard upon. They both go flying and Buffy heads for the door and the girl JUMPS on her, screaming, trying to bite her -- Buffy jumps up and back, flies through the air and lands as hard as she can on the girl, wrestler-style. Rolls away and comes up and all three are suddenly standing between her and the door as though nothing has happened.

She runs at them -- they charge -- and she jumps over them, flipping in mid air (high ceilings), landing on her feet and dashing for the door -

She pulls -- it's locked -- suddenly they grab her, pull her back, some panic on their faces -- she elbows, shakes and kicks them off, pulls at the door again, we hear metal groaning, locks snapping -- and the door flies open.

SPIKE.

Standing two inches from her face. Hair disheveled, longer, with roots showing. Clothes dirty and torn. On his face, madness and despair. And possibly violence.

Buffy stops.

He says nothing.

He laughs at that and his laughter is so close to tears it's not pretty.

He reaches out to touch her face. She's kind of immobilized...

SPIKE

The Janitor SLAMS her in the back of the head with a baseball bat-sized pipe. She goes face first into the wall, drops to the ground in agony, blood coming from her nose.

Spike just takes a step back into the darkness of his inner chamber, muttering...

The Janitor swings the pipe down again, Buffy blocks it with her arm, but that nearly breaks bone. She cries out in pain.

ANGLE: NERD and GIRL

Watch with satisfaction.

Buffy leg sweeps the Janitor, sends him to the ground. She grabs the door and jerks it into his face three times in rapid succession.

She pulls herself painfully into the inner chamber, Spike backing further away. Shuts the door behind her.

Buffy comes to him, focused on him now...

He moves a step away, pulling his unbuttoned shirt closed. Concerned, Buffy comes to him and gently opens his shirt.

ANGLE: SPIKE'S TORSO

Is covered in cuts, some new, some healed for months. He begins to weep.

She looks at him with confusion and concern -- and jumps a mile when the phone rings.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

Dawn is huddled in a dark corner, with the other two.

Buffy glances at Spike, who's impressively out of it. Hesitates.

As if in proof, we hear something BANG against the metal door. Buffy moves away from it...

She puts her hand over the phone.

Spike looks at her like SHE'S crazy, "Duh"... she glares at him and he gets small again.

He wanders into a corner, squats, distractedly amused.

She hangs up.

He's starting to tear up again, running his hands along the walls.

She turns, faces the door. The banging continues. She holds a sec...

Kicks it open -- and there's no one there. She moves out.

A noise makes her spin, but she seems to be alone.

She starts moving through the halls, cautiously, but with a purpose.

She pulls out the phone again, speed dials.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

Dawn and the others are looking around them, staying low and quiet.

Carlos holds up two dusty bricks from the corner.

Kit does and Dawn empties it without a thought, shoves the bricks in it.

INT. SCHOOL HALLS - CONTINUING

Xander runs down the halls, action-purpose guy.

INT. BASEMENT OF SCHOOL - CONTINUING

Buffy pulls a door open -- nothing. She's beginning to feel turned around.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

Dawn pulls the bag strap as long as it will go. She hefts the bag -- it's heavy.

She steps into the dim light of the furnace, the others behind. The nerd now holds the pipe.

With a roar, Dawn SWINGS the bag at her -- but it's too heavy and she only hits her in the shins. But that works too, the girl stumbling back and clutching her shins as the Janitor punches Dawn and knocks her to the ground. Kit SCREAMS --

INT. BASEMENT OF SCHOOL - CONTINUING

Buffy hears the struggle, makes for it.

INT. GIRL'S BATHROOM - CONTINUING

Xander bursts in, stops short at the damage.

He starts looking, but it's dark in here.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

The Janitor kneels down, pulls Dawn's head up by the hair.

Buffy bursts through the door -- Nerd swings, but she ducks, rolls forward onto her back from which position she slams her legs into the kneeling Janitor, sends him flying against the wall --

And the nerd slams the big pipe down, Buffy barely rolling out of the way this time.

Buffy grabs the strap as she gets up, swinging the bag with ease very different from Dawn's -- in fact she picks up speed, swinging it like a bolo -- and it's bag-fu time as she, Chan-like, swings it into zombie faces, over her head, around her back -- around the pipe, pulling it away from the nerd while headkicking the girl back into the dark corner -- and never stopping the graceful motion of her deadly swinging brickbag

INT. GIRL'S BATHROOM - CONTINUING

Xander is on his hands and knees by the sink, careful to avoid the hole...

He picks up the twig/bone/feather thing --

He stands -- and Dead Girl is right by him, screaming and attacking.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

Buffy finally lets the bag go, flying into Janitor face and sending him rocketing back.

Without thought, Dawn tosses Buffy the big pipe and Buffy catches it without looking, twirls it into a ready stance.

INT. GIRL'S BATHROOM - CONTINUING

Xander is on his back in the corner. He manages to keep the clawing girl away long enough to snap the bone and rip the thing apart.

She disappears.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

As do Nerd and Janitor.

A beat, as everyone lets the air out.

Buffy looks over at the doorway, thinking about Spike. Turns to Dawn.

She tosses the pipe to the ground.

She looks at the freaked-out kids.

As they go:

INT. SCHOOL HALLS - DAY

Pan through the halls as kids change classes, packing the place.

Buffy, Dawn, Carlos and Kit are all together near the entrance to the basement. It's crowded, but these four are in their own world.

She hugs Buffy. Carlos puts his arm on her shoulder and says, sincerely:

Ashen, Buffy instinctively touches her hair. Dawn smiles.

She kisses Buffy on the cheek and then takes off, arm in arm with Kit, Carlos staying close. Buffy watches them go, then turns to find Principal Wood staring at her.

The principal smiles, winningly, and goes off. Buffy watches, her smile fading. Still not sure about this person. She looks around the building a bit, then exits out the front.

EXT. ENGLAND - DAY

Willow sits with Giles. It is not long after her attack, and they have been talking.

He doesn't answer. A beat.

INT. BASEMENT OF SCHOOL/INNER CHAMBER - NIGHT

Spike is rocking on his haunches, muttering to himself. We PUSH IN...

And suddenly we see a pair of legs pass him, and tilt up to see WARREN pacing around the room.

He MORPHS into GLORY...

And MORPHS into ADAM...

... into MAYOR WILKINS, who squats opposite Spike.

He reaches for Spike's face, MORPHING into DRUSILLA.

He lets her caress his face, still trying to shut them all out, still muttering inaudibly.

She stands, MORPHS into THE MASTER.

He stands over Spike's hunched figure.

And he MORPHS as well, Spike looking up to see the face towering above him, looking down at him with a quiet smile...