Lessons

July 10, 2002 (WHITE)

Written by: Joss Whedon

Directed by: David Solomon

Teaser

FADE IN:
EXT. ISTANBUL - NIGHT

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.

BUFFY (O.S.)
It's about power.

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

BUFFY
Who's got it... who knows how to use
it...

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.

BUFFY (O.S)
So who's got the power, Dawn?

DAWN
Well, I've got the stake...

BUFFY
The stake is not the power.

DAWN
But he's new... probably confused,
doesn't know what he wants...

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

VAMPIRE
(to himself)
Blood...

BUFFY
He seems to have some focus there...

DAWN
(trying to work it...)
Yeah, ok, but he doesn't know his
strength, he might not know all the
fancy martial arts they inevitably
seem to pick up...

BUFFY
Who's got the power?

DAWN
(grumpy)
He does.

BUFFY
(going to her)
Never forget that. Doesn't matter
how well prepped you are, how well
armed you are, you're a little girl.

DAWN
Woman.

BUFFY
You're a little woman.

DAWN
I'm taller than you.

BUFFY
He's a vampire. Okay? A demon.
Preternaturally strong, skilled, with
power that no human can ever --

VAMPIRE (O.S.)
Excuse me...

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

VAMPIRE
I think I'm stuck.

BUFFY
You're stuck.

VAMPIRE
My foot's caught on a root or
something. I don't even know how I
got down there... if you girls could
just give me a hand...

DAWN
(to Buffy)
So he's got the power.

BUFFY
Zip it.

Buffy crosses to him as he continues --

VAMPIRE
I really appreciate it... it's just
so dark, and I don't know what I'm
doing here... Maybe if you just give
me some leverage I can work --

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

VAMPIRE (cont'd)
Whooh. Thanks. That was a help.
(Grins evilly)
Unfortunately, it was also the last --

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

VAMPIRE (cont'd)
-- thing you'll ever do.

BUFFY
Listen up. I'm the Slayer, you don't
wanna get into it with me. You want
blood, okay? So you can have hers.
She's not the Slayer. She's the one
to go after. Not me.

VAMPIRE
(still in choke voice)
I was thinking along those lines.

BUFFY
Okay then.

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

BUFFY (cont'd)
Power. He's got it, he's gonna use
it. You don't have it --

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

BUFFY (cont'd)
So you use that! Perfect.

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 --

DAWN
Buffy!!

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.

BUFFY
It's real. That's the only lesson,
Dawn. It's always real.

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

BUFFY (cont'd)
Let me see...

DAWN
Just a scrape. Anyway I had a plan
the whole time.

BUFFY
Really.

DAWN
Yeah, I planned to get killed, come
back as a vampire and bite you.

BUFFY
You wanted to be trained...

DAWN
(as Yoda)
"The Stake is not the power..."
Thank you, Master Prada.

BUFFY
Geez, one violent near-death
experience and you're suddenly all
testy.

DAWN
Just next time you're gonna --

BUFFY
You did pretty well.

DAWN
(total turnaround)
I did?

BUFFY
Yeah.

DAWN
'Cause with the rolling thing, I was
using his strength, it was very tai
chi, plus I nearly got the heart --

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

BUFFY
My first time out I missed the heart
too.

DAWN
No way.

BUFFY
Just the once.

DAWN
Well the next vampire I meet --

BUFFY
The next vampire you meet, you run
away. I just wish that was all we
had to worry about. Vampires,
demons... they're nothing compared to
what's coming.

DAWN
I know. I just can't believe it's
back.

BUFFY
Believe me, I thought I was long past
it. I guess you never are. Just a
few more days 'til it starts -- and
then we'll never know what's coming
next.

CUT TO:

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

A big red ribbon.

VOICE
It is my great pleasure and privilege
to announce the official opening, on
the very ground it first stood upon...

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 --

PRINCIPAL WOOD
... of the brand new, state of the
art... Sunnydale High!

ANGLE ON: scissors slice through red.

BLACK OUT.

END OF TEASER
Act One

EXT. ENGLAND - DAY

No, really! Actual England. Not like that cheesy Istanbul.

Rolling green hills and an arm down to find GILES making his way along them. We arm further down to see WILLOW, sitting by a tree with her back to him.

She is intent on:

ANGLE: A FLOWER

Which she is causing to (CGI time-lapse) grow in front of her.

Giles comes to Willow and her flower, which is finished.

GILES
That doesn't belong there.

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

WILLOW
No, it doesn't.

GILES
Passafloracoerulea, native to
Paraguay, if my botany serves.

He sits by her.

WILLOW
Is there anything you don't know
everything about?

GILES
Synchronized swimming. Complete
mystery to me. Other than that, I
know all.
(examining the flower)
Yes, Paraguayan. Where did it come
from?

WILLOW
Paraguay.

GILES
You brought it through the earth.

WILLOW
It's all connected. The root
systems, the molecules, the energy...
everything's connected.

GILES
You sound like Ms. Harkness.

WILLOW
She's taught me a lot.

GILES
Then why aren't you at your lesson?

WILLOW
I'm sorry.

GILES
It's all right. She was just afraid
you --

WILLOW
Had gone evil? Yeah, I was gonna
destroy the world, but lunch made me
sleepy.

She offers the jest meekly, not being glib.

GILES
She didn't think that. She was
just --

WILLOW
Afraid. They all are. The Coven
is... they're the most amazing women
I've ever met. If it wasn't for
them, and you... But there's this
look they get, like I'm gonna turn
them all into bangers and mash or
something. Which I'm not even
sure what that is.

GILES
They're cautious. I trust you can
understand that.

WILLOW
I don't have that much power, I don't
think. I was... drained by what
happened.

GILES
But everything's connected. You're
connected to great power, whether you
feel it or not.

WILLOW
You should just take it from me.

She rises. He follows.

GILES
You know we can't. This isn't a
hobby, or an addiction. It's inside
you now, this magic. You're
responsible for it.

WILLOW
Will they always be afraid of me?

GILES
Maybe. Can you live with that?

WILLOW
I deserve a lot worse.

GILES
That's not an answer.

WILLOW
I killed people, Giles.

GILES
I've not forgotten.

WILLOW
When you brought me here... I thought
it was to kill me. Or lock me in
some mystical dungeon for all
eternity, or with the torture...
instead, you go all Dumbledore on me,
I'm learning about magic, I'm all
about energy and gaia and root
systems.

GILES
Do you want to be punished?

WILLOW
(tearing up)
I wanna be Willow.

GILES
You are. In the end, we are all who
we are -- no matter now much we may
appear to have changed.

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
Dawn! Xander's here!

DAWN (O.S.)
In a minute!

BUFFY
You're gonna be late!

DAWN (O.S.)
I'm comfortable with that...

Buffy opens the door as Xander enters --

XANDER
Morning --

BUFFY
(to Dawn)
You gotta eat! I made cereal!

DAWN (O.S.)
Okay...

We move into the kitchen with Buf and Xander.

BUFFY
You're unconscionably spiffy.

XANDER
Client meeting. How exactly do you
'make' cereal?

BUFFY
You put the box near the milk. I saw
it on the food channel. You want
anything?

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

XANDER
I ate, I'm good. How are you?

BUFFY
My sister's about to go to the same
school that tried to kill me for
three years. I can't afford private
school, I can't change districts, and
I can't begin to prepare her for what
could come out of there, so peachy
with a side of keen, that would be me.

XANDER
(holds up blueprints)
Well, here's a little something for
what ails you.

BUFFY
You got the rest of it?

XANDER
Take a look.

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

DAWN
Check out Double-Oh-Xander.

BUFFY
Go talk with your mouth full.

XANDER
(re: blueprints)
I got two crews working this
diabolical yet lucrative new campus:
finishing up the science building
here, and reinforcing the gym. No
pentagrams, no secret passageways...
everything up to code and safe
as houses. I've looked through all
the plans, I've been on site after
hours...

Dawn wanders in, eating cereal.

BUFFY
Nothing's creepy? Strange? From
Beyond?

DAWN
(mouth full)
Murbee yr paranuhd.

XANDER
Well there is one interesting detail.
I managed to scare up the plans for
the OLD high school. You remember,
the very center of Sunnydale's own
hellmouth --

BUFFY
It was under the library.

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

XANDER
Right. So I lined up the plans, new
and old --

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

XANDER (cont'd)
And on the exact spot where the
library was, we now have...

BUFFY
(looking)
... the principal's office.

DAWN
So the principal is evil?

BUFFY
Or in a boatload of danger.

XANDER
The last two principals were eaten.
Who'd even apply for that gig?

BUFFY
I guess we'll see. Time to head out
(to Dawn)
Got your books? Lunch? Stakes?

DAWN
Check thrice.

XANDER
(to Buf)
Did you give her...

BUFFY
Saving it.

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

DAWN
What is this?

BUFFY
Back to school gift.

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

DAWN
It's a weapon, isn't it?

BUFFY
Yes it is.

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.

BUFFY
I'm gonna take her to class. Have a
look around.

XANDER
Okay. I'll be on site here most of
the day, so if you have needs...

BUFFY
Thanks.

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.

BUFFY (cont'd)
Now remember: if you see anything
strange, or, you know, dead...

DAWN
I got it.

BUFFY
Stay away from hyena people, lizardy-
type athletes... if you see anyone
invisible --

Dawn stops.

DAWN
Buffy. I think it's pretty safe to
say I'm not gonna see anyone that's
invisible.

BUFFY
You could still drop out. Only nerds
finish school.

DAWN
I really don't think it's fair for
you to try and scare me on my first
day of high school, because it is so
redundant.

BUFFY
This place is evil.

PRINCIPAL WOOD
Tough to let'em go, huh?

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

BUFFY
Oh. Hi.

PRINCIPAL WOOD
Robin Wood. I'm the new principal.

They shake hands.

BUFFY
Buffy Summers. This is Dawn.

PRINCIPAL WOOD
Nice to meet you.

DAWN
Hi.

BUFFY
(probing)
So you're the principal. I expected
you to be more... aged.

PRINCIPAL WOOD
(smiling)
You seem just a little bit young to
have such a grown up daughter.

BUFFY
No! Oh. No. Sister.

PRINCIPAL WOOD
Right. Of course.

BUFFY
You didn't really think... Is it my
hair?
(to Dawn)
Do I have mom hair?

PRINCIPAL WOOD
I have actually heard of you, Ms.
Summers. You graduated from the old
high school, am I right?

BUFFY
Yeah. How did you --

PRINCIPAL WOOD
Well, I better get to work. Got to
start deadening young minds. It was
nice to meet you.
(to Dawn)
You have fun.

The principal leaves.

BUFFY
Well that was suspicious.

DAWN
You betchya. Bye.

BUFFY
Dawn --

DAWN
I know. You never see it coming, the
stake is not the power, To Serve Man
is a cookbook. I love you. Go away.

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.

TEACHER
Well, okay. I'm Mr. Lonegrin. Why
don't we go around the room and
introduce ourselves. Let's start
with...

And he scans about the room,

SMASH CUT TO:

Dawn, standing, in the middle of hers:

DAWN
... and my sister is a vampire slayer,
her best friend is a witch who went
bonkers and tried to destroy the
world, um, I actually used to be a
little ball of energy until about two
years ago when some monks changed the
past and made me Buffy's sister and
for some reason, a big klepto. My
best friends are Leticia Jones, who
moved to San Diego because this town
is evil, and a floppy eared demon
named Clem.

ANGLE: The students stare at her. Total silence.

SMASH CUT TO:

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

STUDENT
... Die Hard, Spiderman, and the
Matrix, I'm hoping to try out for the
swim team this year, I love to swim,
and uh, I hope I don't flunk.

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

TEACHER (O.S.)
Okay How about you?

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.

BUFFY
It's not mom 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.

DEAD GIRL
You can't protect her...

Buffy looks up, gasps --

DEAD GIRL (cont'd)
Couldn't protect me...

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:

DEAD JANITOR
GET OUT! GET OUT! GET OUT!

He roughly pushes her back --

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

NOW she's wigged.

END OF ACT ONE
Act Two

INT. CAFE - DAY

We see a couple -- woman singing, man playing guitar, singing a happy love song.

ANYA sits with HALLIE (Halfrek, but they're in civilian face, so let's be casual.) They sip large coffee-type drinks.

ANYA
God, they're depressing.

HALLIE
Who are they kidding with that happy
shiny crap?

ANYA
Six weeks, tops, and she's calling on
me for vengeance.

HALLIE
(sarcastically)
Ooh, he'd better run for cover...

ANYA
What's that supposed to mean?

HALLIE
Sweetie, you know exactly what it means.
(off her look)
You're not keeping your end up!

ANYA
Excuse me?

HALLIE
It's the talk of the Order. They're
calling you Ms. Soft-Serve. Tell me
you don't know this.

ANYA
I.. Who...

HALLIE
Listen, Anya, I know I've been a
little competitive with you, there
was that thing during the Crimean
War, we laugh about it now, but the
fact is I've actually always looked
up to you. You were the single most
hard-core vengeance demon on the
roster and everybody knew it. A
woman was wronged, you were on her
like icky on poo, granting a wish
that was guaranteed to make her ex --
and her -- regret they'd ever heard
of romance. Do I have to mention
Mrs. Czolgosz?

ANYA
Good times...

HALLIE
You lost your powers -- it happens --
and you fell for this Xander guy.

ANYA
It was a glitch! A summer thing!
I'm SO back in the vengeance fold!

HALLIE
Yeah-huh. You're a terror.

ANYA
I've been granting vengeance wishes
like a frito bandito and you know it.

HALLIE
No deaths, no eviscerations -- you're
not goading women into anything
inventive and you're not delivering
when it is!

ANYA
I don't even know --

HALLIE
Waitress downtown wished her husband
was a frog, you made him French!

ANYA
Well that's a... he's smelly, and with
the little mustache...

HALLIE
Anya, if it was just me, I'd say,
"fine, she's not about the hard
justice..."

ANYA
What do you mean, if it was just you?

HALLIE
D'hoffryn, the lower beings, they're
all feeling the heat... something's
rising. Something older than the old
ones and everybody's tail is
twitching. This is a bad time to be
a good guy. You haven't felt any of
this?

ANYA
I have, I just... I just need to sort
things out.

HALLIE
You need to get your vengeance on,
doodle-bug. Before they come after
you.

ANYA
(bitterly)
So, is this an intervention?
Shouldn't all my demon friends be
here?

Halfrek looks away, coffee to her lips --

HALLIE
Sweetie, they are.

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.

DAWN
... history, and sociology, I love to
dance, I like music, I'm very into
Britney Spears' early work, you know
before she sold out, so mostly her
finger painting, macaroni art...

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

DAWN (cont'd)
Very under-rated... Favorite
activities include not ever having to
do this again...
(more laughs)
And, what else? I'm fairly boring
otherwise --

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

BUFFY
Dawn!

DAWN
What?

BUFFY
We gotta go. It's not safe.

DAWN
But...

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

BUFFY
We, I mean I saw...

TEACHER
Can I help you?

BUFFY
No, I... just
(to Dawn)
I thought you were in danger of,
um... smoking, and let's not, kids,
'cause it's not cool to... I'll be
around.

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

DAWN
I also have a sister.

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.

XANDER
(to a worker)
Tell Ronnie to let the other guys
finish upstairs.
(to Buffy)
So, how's it looking? Does the place
pass inspection?

BUFFY
It's great, if you're a zombie-ghost-
thing.

XANDER
(damn)
So school's in session, huh?

BUFFY
Seems like old times.

XANDER
S' wonderful.

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

XANDER (cont'd)
So, zombies or ghosts?

BUFFY
I'm not sure. They were in the
mirror, they disappeared, but they
touched me. I think. Let's just
start with "dead" and "pissed".

XANDER
They were after you personally?

BUFFY
(nodding)
Talked about protecting people. Told
me to leave.

XANDER
No damage, though.

BUFFY
I think I may have destroyed Dawn's
social life in all of thirty seconds,
but apart from that, no.

XANDER
Ahh, being popular isn't that great,
or so I've read in books. Anything
I can do?

BUFFY
I don't know. You could blow up the
school again...

XANDER
That never gets old...

BUFFY
It's not a coincidence, you know.
The school being rebuilt. It means
something... more.

XANDER
As in what?

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 --

NERD
Can I borrow a pencil?

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.

NERD (cont'd)
Thanks a lot.

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.

TEACHER
Are you all right?

DAWN
I'm sorry, I'm sorry... there
was a... a bee flew at my eye, I'm very
allergic...

TEACHER
I think it's gone...

DAWN
Can I... can I got to the bathroom?

TEACHER
Of course.

Dawn rises, looking at the desk...

DAWN
What happened to the... never mind.

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

STUDENT
Guess it runs in the family.

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.

PRINCIPAL WOOD
Whoa.

BUFFY
Sorry.

PRINCIPAL WOOD
Ms Summers. I didn't know you were
still about.

BUFFY
Well, I was looking...

PRINCIPAL WOOD
I thought generally it was customary
for a person who has graduated to,
um, go somewhere else.

BUFFY
(a little cold)
It's a new campus. I just want to
get to know it. Make sure it's all
right. For my sister.

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).

DAWN
Hey, what's wrong...

KIT
There's someone... in here...

DAWN
It's only me.

KIT
No. It's not.

INT. SCHOOL HALLS - CONTINUING

PRINCIPAL WOOD
You know, I actually know a little
more about you than I let on before.

BUFFY
Isn't that interesting.

PRINCIPAL WOOD
It really is.

INT. GIRL'S BATHROOM - CONTINUING

DAWN
Let's just get you out of here, okay?
We're gonna be all right. But maybe
we could get some air.

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

DAWN (cont'd)
I'm Dawn.

KIT
Kit.

DAWN
Saw something pretty creepy, huh?

KIT
You won't believe me.

DAWN
I kinda sorta think I will. Was
there a pencil involved in any --

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 --

DAWN (cont'd)
Come on!

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.

END OF ACT TWO

Act Three

EXT. ENGLAND - DAY

Close On: WILLOW

As she gasps, like she's just come up from underwater.

Widen to see Giles on his knees, holding her -- she has collapsed on the front lawn of an old stone house.

For a few moments she continues to gasp, panic etched in her sweating face.

GILES
Breathe... just breathe...

WILLOW
Giles... I can't... goddess...

GILES
Just breathe.

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

WILLOW
What happened?

GILES
What do you remember?

She looks around her, getting her bearings.

WILLOW
We were talking. And I felt --

She jerks her hands away from the grass, remembering.

WILLOW (cont'd)
I felt the earth.

She looks at Giles.

WILLOW (cont'd)
It's all connected, it is, only it's
not all good and pure and rootsy...
there's deep, deep black, there's...
I saw the earth, Giles. I saw its
teeth.

GILES
The Hellmouth.

WILLOW
It's gonna open.
(looks away)
It's gonna swallow us all.

INT. BASEMENT OF SCHOOL - DAY

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

KIT
Hey, wake up... please wake up...

DAWN
Oh, God.

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.

DAWN (cont'd)
Are you okay?

KIT
We have to leave.

DAWN
You're not wrong.

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...

DAWN (cont'd)
There's gotta be a staircase... Come
on.

They move toward a corner.

DAWN (cont'd)
What did you see? When I found you
in the stall?

KIT
A girl. She said she died here.
That everybody dies here and we all
would too.

DAWN
And here I was worried about not
fitting in.

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:

CARLOS
Who are you?

KIT
Who are you?

DAWN
Are you dead?

CARLOS
Stop saying that!

DAWN
Whoa, Whoa... we're not dead, we saw
scary dead people, we're trying to
get out of here.

CARLOS
I just came down for a smoke, you
know, and I saw... it was the
janitor, yelling at me, I thought he
was just pissed, but I saw him in the
light...

DAWN
You came downstairs. WHERE?

CARLOS
Man, I got no clue. I ran away like
a girl, I don't know this place at
all.

DAWN
Okay, so we can run around in
circles, or --

DEAD JANITOR
You really think you can run away?

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

KIT
It's not real...

DAWN
(grimly remembering)
Lesson one: It's always real.

DEAD NERD
I tried to run, too.

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

DEAD GIRL
I tried to scream.

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

DEAD GIRL (cont'd)
It doesn't matter how much you
scream. Nobody ever hears you.

Realizing, Dawn starts going through her pockets.

DAWN
Hear me, right... I got a present...
my sister gave me a present.

KIT
What is it?

Dawn pulls out a small cell phone.

DAWN
A weapon.

INT. SCHOOL HALLS - CONTINUING

Buffy still speaks with the Principal.

PRINCIPAL WOOD
The school board recommended I spend
some time reading your record. It's
a page turner. Kind of a checkered
past.

BUFFY
More like plaid. Kind of a Clan
Tartan of badness, really, but there
were factors.

PRINCIPAL WOOD
Well, your sister clearly looks up to
you --

BUFFY
Oh, she's much, much worse than me.
She's a trouble-maker. Expulsion is
really the way to go there, or maybe
just suspend her for... three years...

PRINCIPAL WOOD
(smiles)
Well, we'll give her a chance, first.
As long as she --

Buffy's phone rings. She jumps a little.

BUFFY
Hey! That's loud.

PRINCIPAL WOOD
That's part of why we don't allow --

But Buffy has it to her ear --

BUFFY
'Scuse me.
(listens)
Uh huh?
(to Wood)
Sorry.
(bad liar time:)
It's my dog. My dog walker.
(into phone)
Three dead?

PRINCIPAL WOOD
Oh my god.

BUFFY
(into phone)
...Yeah...

PRINCIPAL WOOD
Your dogs are dead?

BUFFY
I'll be right there.

INT. BASEMENT OF SCHOOL - CONTINUING

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

DAWN
Good. And, Buffy...

INT. SCHOOL HALLS - CONTINUING

BUFFY
Yeah?

INT. BASEMENT OF SCHOOL - CONTINUING

DAWN
Isn't this reception amazing? I'm in
the frikkin' basement!

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

DAWN (cont'd)
Help is on the way, guys, we just
gotta --

ANGLE: The dead guys are gone.

DAWN (cont'd)
Where did they --

And the Janitor's hand SHOOTS around her throat.

INT. SCHOOL HALLS - CONTINUING

Buffy is pocketing her phone, backing away.

BUFFY
I'm sorry, but I have to go.

PRINCIPAL WOOD
Of course... good luck with your...
dog tragedy...

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.

BUFFY
Dawn!

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 (cont'd)
Dawn! I'm close by --

DEAD JANITOR (ON PHONE)
You're too late.

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

DEAD JANITOR (cont'd; ON PHONE)
But then, you're always too late,
aren't you?

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

DEAD JANITOR
Sure as hell didn't save me...

BUFFY
Where's my sister?

DEAD JANITOR
I think she's lost...

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

BUFFY
If I'm the one that let you die, why
take it out on her? I'm right
here... What are you after? Fear?
Revenge? Tasty brains?

DEAD NERD
I think I'd like Dawn to be my
girlfriend...

He's appeared to the left of her.

BUFFY
Again, wrong sister. I'm the one
that dates dead guys. And no
offense, but they were hotties. I
mean, I'm sure you had a great
personality...

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

DEAD GIRL
Were you busy making out with your
dead boyfriend when I was ripped to
death by a werewolf? Is that why you
let me die?

DEAD NERD
I was screaming for help when they
pulled me down into the --

BUFFY
Hello...
(calls time out)
Not making myself clear: I don't care
how you died. I'm sorry for your
loss, now stay out of my way. DAWN!

DEAD JANITOR
She's not gonna hear you. Place is
like a maze, it just swallows up
sound.

Buffy looks around her, increasingly worried.

DEAD JANITOR (cont'd)
A person could spend months in here
and never be found. Believe me, I
know.

BUFFY
What do you want?

DEAD JANITOR
You don't belong here.

DEAD GIRL
This place is ours, now. It's built
on our graves. We rested easy until
we felt you return.

DEAD JANITOR
Leave. Leave and never come back.

BUFFY
I'd love to. Really. But --

DEAD JANITOR
Dawn is fine. She's sitting in class
right now, not remembering any of
this. We don't care about her. All
we want is for you to leave so we can
rest again.

BUFFY
Actually, I think all you want is to
get between me and that door.

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.

BUFFY (cont'd)
Who's for finding out why?

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.

BUFFY (cont'd)
It at first you don't succeed...

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 -

BUFFY (cont'd)
-- cheat.

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.

Buffy (cont'd)
Dawnie! We have to get --

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.

END OF ACT THREE
Act Four

INT. BASEMENT OF SCHOOL/INNER CHAMBER - A MOMENT LATER

Buffy and Spike stare at each other, neither particularly comprehending. The dead types not a factor as we stay in close ups...

BUFFY
Spike...?

He says nothing.

BUFFY (cont'd)
Are you... real?

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

BUFFY (cont'd)
Spike...

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

SPIKE

Buffy... duck...

BUFFY
What? What duck? There's a duck?

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...

SPIKE
No visitors today... terribly busy...

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.

NERD
Told you to get out...

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
They'll probably show up in a sec --

SPIKE
Nobody comes in here. It's just the
three of us.

BUFFY
Spike, have you seen Dawn? She came
down with some kids --

SPIKE
DON'T YOU THINK I'M TRYING?!? Ooh,
not a fast, not a quick STUDY... I
dropped my board in the water and the
chalk all ran, sure to be caned...
(laughs weakly)
...should've seen that coming...

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

BUFFY
Spike... what happened...

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

BUFFY (cont'd)
(quietly)
What did you do...?

ANGLE: SPIKE'S TORSO

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

SPIKE
I tried... I tried to cut it out...

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

BUFFY
(into phone)
Dawn?

INTERCUT WITH:

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

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

DAWN
(whispers into phone)
Buffy... where are you?

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

BUFFY
I'm... where are you?

DAWN
I don't know. A room, by the
furnace, near where we fell in....
they dragged us in here then
disappeared...

BUFFY
Yeah, they came after me.

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

SPIKE
(mutters)
Not in here, they'd not dare... no
solicitation, thank you...

DAWN
What do they want?

BUFFY
So far, to piss me off.

DAWN
Please tell me it's working.

BUFFY
Oh, I'm damage bound. I just can't
figure them -- ghosts can't touch you
and zombies can't disappear, so I
don't know what we're --

SPIKE
Not ghosts...

DAWN
Who was that?

BUFFY
Hold on...

She puts her hand over the phone.

BUFFY (cont'd)
You know what they are?

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

SPIKE
Manifest spirits, controlled by a
talisman, raised to seek vengeance...
a four-year old could figure it...

He wanders into a corner, squats, distractedly amused.

BUFFY (INTO PHONE)
Just hang tight. I'll find you.
These things can hurt you, but you
can hurt them too. Find a weapon.
I'll come for you.

She hangs up.

BUFFY
Spike, you gonna help me out?

SPIKE
THIS IS MY HOME! I belong here, I've
always been here, cheers for stopping
by.

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

SPIKE (cont'd)
It's in the walls...

BUFFY
I'll get back to you.

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

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

BUFFY (cont'd)
Guys? Resentful dead guys?

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

BUFFY (cont'd)
This can't be good...

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

BUFFY (cont'd)
Come on... Manifest spirits, raised
up, controlled by
(stops)
-- a talisman...

She pulls out the phone again, speed dials.

BUFFY (INTO PHONE)
Xander.

INT. BASEMENT CHAMBER BY FURNACE - CONTINUING

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

DAWN
We need some kind of weapon. Just to
hold them off.

Carlos holds up two dusty bricks from the corner.

CARLOS
I got these...

DAWN
I guess that's better than...
(idea)
... Kit. Give me your bag.

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.

KIT
Do you think they'll come back?

DEAD GIRL
(vicious mimic)
Do you think they'll come back?

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

DEAD GIRL (cont'd)
We never left. We'll always be here,
just like you.

KIT
No...

DEAD GIRL
Why do you think we picked you? The
ones no one will miss... the ones
that don't belong... Spend all your
time trying to get out of high
school, and now you'll never ever
leave.

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.

XANDER
Whoa! Contracty goodness.
(back to business)
Talisman. Talisman.

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.

DEAD JANITOR
You can thank your sister for this.

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 --

DAWN
Thanks, sis.

BUFFY
We just gotta hold 'em at bay --

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

DAWN
The bag!

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...

XANDER
Come on.... yes!

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

XANDER (cont'd)
Talisman!

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.

BUFFY
You really wanna keep this up?

DEAD JANITOR
What are you gonna do? Kill us?

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.

CARLOS
Are they gone?

BUFFY
Yeah. Talisman must've been
Destroyed.

DAWN
How'd you know it was a talisman?

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

BUFFY
There's always a talisman.

She tosses the pipe to the ground.

BUFFY (cont'd)
The real question is who put it there.

She looks at the freaked-out kids.

BUFFY (cont'd)
Let's find a way upstairs. Assuming
there is one.

As they go:

DAWN
You really weren't kidding about this
place. I guess it hasn't changed.

BUFFY
I don't know... it seems smaller.

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.

BUFFY
You guys are gonna be okay. This
school is intense, but you can do all
right if you're careful. And you
might wanna think about sticking
together.

KIT
Thank you...

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

CARLOS
Yeah. I mean it. You're the coolest
mom ever.

Ashen, Buffy instinctively touches her hair. Dawn smiles.

DAWN
Come on. We've still got a few more
classes to live through.

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.

PRINCIPAL WOOD
Curiouser and curiouser.

BUFFY
What is? You is?

PRINCIPAL WOOD
Carlos Trejo and Kit Holbern.
Possibly the only two students in
this school who's files are as thick
as yours was.

BUFFY
You really did do your homework.

PRINCIPAL WOOD
I was looking for one or both of them
to implode in a fearsome way before
midterms, and you've got 'em
socializing, hugging, and if I'm not
mistaken, actually headed to class.

BUFFY
Well, we shared an... encounter.
Sometimes you just gotta break the
ice.

PRINCIPAL WOOD
You were probably more than happy to
get out of this place, but I gotta
tell you, Ms. Summers, I think you
belong here.

BUFFY
Hamnoo?

PRINCIPAL WOOD
Ever think about coming back?

BUFFY
Is this that nightmare where I didn't
take finals? Should I be in my
jammies?

PRINCIPAL WOOD
I know this school's reputation. You
think I got this job 'cause I had
seniority? We've got a lot of pretty
troubled students here, and just
enough money to keep the place from
caving in.

BUFFY
You may need a little extra there.

PRINCIPAL WOOD
We do have a small community outreach
program, gets people from the town to
teach electives and such... the money
we could pay you wouldn't even fold,
but it would just be a couple days a
week...

BUFFY
You want me to be a counselor?

PRINCIPAL WOOD
We have a guidance counselor, but I
think the kids could use someone, you
know, closer to their age, who
still --

BUFFY
I'm in.

PRINCIPAL WOOD
You serious? You heard the part
about the money?

BUFFY
I heard. I've been temping, my
schedule could be a little funtastic,
but I'll work it out. I'd like to
keep an eye on this place.

PRINCIPAL WOOD
Well that's great.

BUFFY
Just let me know.

PRINCIPAL WOOD
All right.
(looks at watch)
It's not even noon and I've already
bullied my first family member into
helping out. I'm going to be the
best principal ever.

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.

WILLOW (O.S.)
I've got so much to learn.

EXT. ENGLAND - DAY

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

GILES
You always will have. That doesn't
ever stop.

WILLOW
There's so much I don't understand
yet. About control, and, and potions
I'm not good with. Plus, many
concepts I appeared to understand, I
was only nodding and hmmmming in a
pretend fashion so as to not look
dumb.

GILES
Willow, I understand you're not ready
to go back.

WILLOW
Then why are you gonna ask me to?

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...

SPIKE
Everything is... I had a speech, I
learned it all... oh God, she won't
understand... she won't understand...

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

WARREN
Of course she won't understand,
Sparky. I'm beyond her
understanding. She's a girl. Sugar
and spice and everything useless
unless you're baking. I'm more than
that. More than flesh --

He MORPHS into GLORY...

GLORY
-- More than blood, I'm... you know,
I honestly don't think there's a
human word fabulous enough for me.
Oh, my name will be on everyone's
lips -- assuming their lips haven't
been torn off -- but not just yet.
That's all right, though...

And MORPHS into ADAM...

ADAM
...I can be patient. Everything is
well within parameters. She's right
where I want her. And so are you,
number 17. You're where you belong.

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

MAYOR WILKINS
What'd you think, you'd get your soul
back and everything would be Jim
Dandy? A soul's slipperier than a
greased weasel -- why do you think I
sold mine? Well, you probably
thought you'd be your own man and I
respect that. But you never will.

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

DRUSILIA
You'll always be mine. You'll always
be in the dark with me, singing our
little songs. You like our little
songs, don't you?

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

DRUSILLA (cont'd)
You always liked them, right from the
beginning. And that's where we're
going.

She stands, MORPHS into THE MASTER.

THE MASTER
Right back to the beginning. Not the
"Bang", not the "Word", the true
beginning.
The next few months are going to be
quite a ride, and I think we're all
gonna learn something about ourselves
in the process. You'll learn you're
a pathetic shmuck, if it hasn't sunk
in already.

He stands over Spike's hunched figure.

THE MASTER (cont'd)
Look at you. Tried to do what's
right. Just like her, you still
don't get it. It's not about right.
It's not about wrong.

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

BUFFY
It's about power.

BLACK OUT.

END OF SHOW