INT. SUMMERS' HOME - WILLOW'S ROOM - NIGHT

WILLOW and DAWN sort through clothes on the bed. Willow's room has been changed around a bit since last we saw it -- she's finally settling in.

BUFFY and XANDER walk in, carrying a dresser between them. They're wrapped up in their own conversation.

Xander looks over, nods.

Xander thinks about it, convinces himself.

INT. FRATERNITY - REC ROOM - NIGHT

Blood. Everywhere.

We're in the sparsely decorated Rec Room of a fraternity house. We see the aftermath of a slaughter -- the blood- soaked bodies of twelve FRATERNITY BOYS lay scattered about the room. We TRACK slowly over them all, revealing the carnage little by little.

As we get a closer look at the bodies, we realize their hearts have been ripped out of their chests.

At the end we FIND ANYA, similarly blood-soaked, crouched in the corner. She's dazed, shocked. She's softly talking to herself. We barely make it out:

Anya runs to him, helps him set down his axe.

He laughs heartily.

He waves her off, but sits anyway.

She hurries to the kitchen and pours mead from a jug into an oversized mug. Olaf looks around at the rabbits on the floor.

Olaf leaps to his feet.

Anya hurries to him, hands him his mug.

He sits back down. She checks him over.

At this point, the live-Olaf happily says several words, but on the dubtrack we hear only:

Live-Olaf laughs heartily. The laughing on the dubtrack stops long. before he is through.

Anya's face falls.

He pulls her over to him happily.

He sits her on his lap and strokes her face.

She warms to him again, nestles in as he holds her.

Olaf laughs heartily.

INT. FRATERNITY - BATHROOM - DAWN

Anya, bloodstained, at the sink. The bathroom is cold and sterile, starkly contrasting the warmth of the previous scene.

Anya scrubs blood off her hands, arms. Her face is blank. Her scrubbing becomes more and more frantic. She tries very hard not to look at herself in the mirror, but occasionally she catches glimpses of her bloodstained face.

Her expression remains blank

INT. HIGH SCHOOL BASEMENT - DAY

Spike is crouched in the corner, talking to Buffy. She kneels very close to him. He seems lucid, normal (for Spike, at least.)

He looks around, thinking.

He thinks back, smiling.

Spike looks at her. Tears well up in his eyes.

She reaches out to him. Touches his face with compassion. He begins to cry in earnest.

As this happens, we slowly PAN away from them. We find the doorway to the basement. And the REAL BUFFY walks in.

She sees Spike across the room, holding himself. Crying. Alone. She stays across the room when she speaks to him. We feel the distance between them.

He looks up, tears in his eyes. Scared. He doesn't know what's real.

He begins to laugh. His laugh is painful, empty.

He looks around, becoming more lucid. Fresh tears begin to flow.

Off Spike, we cut to:

EXT. UNIVERSITY OF CALIFORNIA SUNNYDALE - CAMPUS - DAY

Willow walks across campus with PROFESSOR HAWKINS (late 40s, academic-type.) She's very eager, speaking quickly.

He interrupts her, laughing.

She beams; she's in her element.

Her face falls. She laughs uncomfortably.

As they walk they pass the outside of the fraternity house. Willow spots Anya (wearing a full-length coat to cover the bloodstains on her clothes) walking out the front door.

She turns in Anya's direction.

EXT. U. C. SUNNYDALE - CAMPUS - MOMENTS LATER

Willow hurries after Anya, who's walking away rapidly.

Anya spins around. She's nervous, out of it.

Anya nods curtly. She's trying to get out of here as quickly as possible.

Anya's looking around, not paying attention.

As Willow talks, Anya nervously reaches up and smooths back her own hair. As she does so, she reveals that the back of her hand is glistening wet with BLOOD.

Willow's eyes go wide.

Anya's unaware what Willow has seen.

Anya hurries off. Willow looks back at the frat house, fear in her eyes.

INT. FRATERNITY - MAIN ROOM - DAY

Willow walks into the house.

She cuts off abruptly as she steps in and gets a good look at the MAIN ROOM, the large open area of the house where people would congregate for social gatherings. There's basic furniture: sofas, chairs, footstools, but for the most part the room is very open.

There's blood all over the place (tastefully and appropriately shown, of course.) Stains splatter the walls, floor. They seem to localize around the Rec Room door, as though something slaughtered people in the main room and dragged them into the Rec Room.

Willow slowly walks through the room, terror visible on her face. She notices the stains, looks at the Rec Room door. She steels her nerve.

INT. FRATERNITY - REC ROOM - DAY

The bloodstained door swings open toward us, revealing Willow in the door frame. She gasps as she sees the carnage we saw in the teaser. We stay on Willow -- we don't see the slaughter. She's frozen in horror, shock. Before she can fully process what she's seeing, we HEAR a soft, terrified VOICE emanating from elsewhere in the house:

Willow looks over her shoulder.

INT. FRATERNITY - MAIN ROOM - DAY

Willow crosses the Main Room, heading toward the sound of the voice, which seems to be coming from a closet.

Willow opens the closet door and finds a young woman (early 20s, call her RACHEL.) Rachel is crouched in the closet, clutching her knees, hiding. She's bloodstained. She's out- of-her-mind with fear. She doesn't initially acknowledge Willow.

Willow crouches down next to her.

Rachel seems to notice Willow, but doesn't look directly at her.

Rachel laughs and her laugh is hollow, soft. When she speaks it's as though she's addressing someone far, far away.

She trails off, looking around.

There's a pause as she looks far away.

Willow goes into action mode. She stands up and tries, unsuccessfully, to get Rachel on her feet.

Willow looks around, side to side.

Rachel laughs and looks directly up at Willow, focusing on her for the first time all scene.

We reverse to look up at Willow from Rachel's POV. And just as Willow says

A horrible SPIDER DEMON (CGI) slowly crawls into frame on the ceiling above her.

OMITTED

Into the frame bursts Olaf. He's been transformed into the troll we met in "Triangle." He carries his giant HAMMER (also from "Triangle") He's crazed, confused and angry. He's also badly dubbed.

We single out TWO VIKINGS from the mob:

A few BRAVE VILLAGERS rush forward and pelt Olaf with fruits and various meats.

As this occurs, we begin to pull away from Olaf and the mob.

We find Anya. She's removed from all the chaos. She watches it all with a sense of forlorn satisfaction.

In the background, Olaf swings his hammer wildly and chases the screaming villagers out of frame.

As Anya watches, a voice from behind her says:

Anya turns and finds D'HOFFRYN.

[Note: while everyone else in this scene remains dubbed, Anya and D'Hoffryn speak perfectly understandable English to one another.]

She looks at him -- what the hell are you talking about? In the background, Olaf chases the mob in and out of frame, swinging his hammer wildly (as this plays out, Olaf and the mob will cross in and out of frame several times, each time getting farther away from us.)

In the backqround, Olaf chases the crowd through frame.

Several VIKING WOMEN run SCREAMING in between them, interrupting. D'Hoffryn regards them with amusement,

In the background, Olaf runs frantically through frame, angry mob hot on his heels.

In the background, we hear Olaf scream and a LARGE TREE falls into frame and SMASHES one of the houses.

INT. FRATERNITY - MAIN ROOM - DAY

Willow. Right where we left off. The Spider Demon on the ceiling rears its front legs up. Willow reads fear in Rachel's face. She whips around, looking up, just as the Spider Demon LAUNCHES itself at her.

A magic FORCE SHIELD appears in front of her. The Spider Demon crashes into it, deflects into the wall.

The Spider Demon shrieks and rears back again, and we get a better look at it:

Think black-widow-from-hell. It's about the size of a large rottweiler and it's covered in horns and spikes. When it rears up we get a glimpse of a nasty SNAPPING MOUTH, which rocket-fire shoots in and out of its midsection.

Willow's face is a mask of hard concentration as she struggles to maintain the Shield.

Whip-fast the Demon launches itself at Willow.

The Demon smashes into the Shield, deflecting off with force, and goes crashing through a nearby window to the outside world.

Still tense, Willow maintains the Shield, her eyes beginning to blacken (CGI) as she barks:

Willow lets her arms drop, eyes normal. The Shield disappears. She turns to look at Rachel, who's crying, whimpering.

She breathes. Breathes.

INT. BUFFY'S OFFICE - DAY

Buffy sits in her office at school, bored. She is leaning back in her chair, balancing a cup of pencils on her forehead, and spinning ever-so slowly.

The phone RINGS and it all comes crashing down. She grabs clumsily for the phone, eager for the distraction.

She reaches for a pen and paper.

She writes as she talks.

INT. ANYA'S APARTMENT - DAY

Anya and HALLIE are sitting on the couch. Anya has changed out of her bloodstained clothes.

Anya nods.

Anya tries to smile

Anya looks away.

Hallie doesn't see the problem. She nods happily. Uh-huh.

She cuts herself off, realizing this was not the direction Anya was going.

Anya looks at her, feeling the ridiculousness of the question. She shakes her head, nods.

Anya relaxes a little.

Hallie reaches over and rubs her arm lovingly.

She's interrupted by the sound of a door being yanked open. They both look up.

And there stands Willow. Cold, focused. She throws an icy glare at Hallie.

Hallie laughs.

Hallie's taken aback, scared. Anya looks at her. She doesn't want to involve her friend in this.

Anya stands up, looks at Willow.

Hallie stands up, smiles at Willow, and TELEPORTS away.

There's a beat as Anya and Willow size each other up. Then:

Willow holds up a hand. Don't even bother. Anya readjusts.

Pause. Anya sighs, exhausted.

Willow's taken aback.

EXT. WOODS - DAY

Buffy and Xander walk through the woods, upbeat, on a mission. Buffy carries an axe and Xander carries a small sword.

They walk into a dark area where the trees are particularly dense.

She stops abruptly as they walk through some bushes and discover a SLAUGHTERED BODY.

They both have to look away for a second.

Buffy looks back at the body.

Xander looks, makes a face, looks again.

There are, in fact, a few black, oily, rope-y strands wrapped around the tree trunks. Xander reaches out, touches one of the strands. It sticks to his hand, roping out like snot, slime.

Xander tries to get the slime off his hands.

Buffy looks up.

He looks up. We see a quick POV shot: Treetops. There seems to be a black shadow up there, but it's hard to make out anything for certain.

Xander looks around, looks back up.

SPPLECCHH -- a black, slimy rope wad hits Xander right in the face.

She knocks him out of the way just as the Spider Demon comes crashing down on her. It pins her to the ground -- we see its mouth SNAPPING inches away from her chest. As she tries to get it off her, its sharp legs slice into her, drawing blood. She cries out in pain.

She rolls, tossing it behind her. She stands up, turns. It's gone. There are only trees. One of them rustles, as though the Demon escaped up it.

Buffy keeps her eyes focused up, on the trees. Her lighthearted attitude from earlier in the scene is completely gone -- she's pissed. And a little scared. She reaches down, picks up her axe. Never looks away from the treetops.

Xander tries to wipe the rope-residue off his face.

He wipes his eyes. Looks at her. Her clothes are torn up -- She's bleeding freely. We see fear on Xander's face.

She shakes her head. Not now. She keeps looking up. Xander looks up as well.

She doesn't say anything. He looks at her.

WHOOSH. Whip-fast Buffy wings her axe straight up in the air.

We hear a THOCK, wait a beat, and then the entire Spider Demon comes crashing down right between them in a big gross mess, axe embedded in its thorax.

INT. SUMMERS' HOME - ENTRYWAY/LIVING ROOM - DAY

Buffy and Xander walk through the front door. They're weary, battle-scarred. Somber. We see bloodstains. Black gook.

As they step into the living room, reveal Willow sitting in cold silence on the couch.

INT. SUMMERS' HOME - LIVING ROOM - LATER

Buffy and Xander sit, listening to Willow.

Willow nods. Buffy thinks about this. Xander looks at Buffy, disbelief on his face. He looks at Willow.

Buffy looks at him. She's calm.

Willow can't meet his gaze

She levels her gaze at Willow.

There's a beat. We feel the weight. Then:

Anya looks around, thinks. We hear HORRIBLE SCREAMS coming from elsewhere in the mansion.

A FLAMING MAN runs by in the background. Anya and Hallie pay him no notice.

The SCREAMS and GUNSHOTS seem to get louder.

She looks around, happy. FLAME BURSTS go off behind the window. We hears screams, explosions, pain.

INT. SUMMERS' HOME - LIVING ROOM - DAY

Right where we left off at the end of Act Two. Buffy talks to Xander. She's calm, quiet.

Xander's thrown for a beat. Then:

She trails off.

He trails off, thinks to himself. Realizes something.

Willow looks at Xander, confused. He pointedly does not look back.

There is a beat. Xander takes it in, but isn't backing down.

Xander turns and hurries out the front door.

Buffy and Willow stay. Uncomfortable beat. Buffy stands up, walks over to the weapons trunk. She takes out a LARGE BROADSWORD. Willow stays seated, numb.

Armed, Buffy heads toward the door. She stops in front of Willow, gives her a look. You coming?

Buffy nods. She understands. But it doesn't change anything. She turns, walks out the front door.

Hold a few beats on Willow. She slowly stands up, thinking. She hurries upstairs.

INT. SUMMERS' HOME - WILLOW'S ROOM - DAY

Willow goes through her drawers, looking for something... Found it.

INT. SUMMERS' HOME - BATHROOM - DAY

Sand hits the floor as Willow makes a quick Enchanting Circle. She holds up the TALISMAN from "Something Blue."

The room grows dark. Whoosh. A FIERY FLASH... and when it clears, D'Hoffryn is standing in the bathroom (which is still dark.)

The bathroom lightens up a bit.

D'Hoffryn deflates a little. He studies her, thinks about it.

INT. FRATERNITY - MAIN ROOM - DUSK

CLOSE ON bloodstains, A hand reaches out, traces them. Widen to reveal Anya, standing alone in the main room, staring at the bloody walls.

She turns. He's walking through the front door.

Xander looks over his shoulder. Buffy stands there in the doorway, broadsword in hand. She walks slowly toward them. She's hardened, focused.

She shakes her head, walks forward. Xander stands firmly in front of Anya

Xander looks behind him and sees Anya in FULL DEMON FACE. Before he can respond, she rushes forward to meet Buffy.

She knocks Xander across the room. He hits the wall, goes down in a heap.

Anya meets Buffy head-on, undaunted by the sword. Buffy swings. Anya dodges effortlessly and cracks Buffy across the face, sending her back.

Buffy rubs her jaw, comes at Anya again. Anya dodges again and CRACK uppercuts Buffy. Buffy flies back, lands hard on the ground. Anya laughs. Buffy stands up. Gets serious.

Buffy stays silent. She spins the sword into attack position. Beat.

The two rush each other. Full speed. Clash of the titans.

Buffy's sword is a blur, but Anya stays just ahead of her. She dodges Buffy's flurries and counters with punches, kicks -- we go back and forth.

We end up near a wall. Anya hammers Buffy with a series of shots that rock her, sending her back, stunned. Buffy struggles to get to her feet. She looks up at Anya with sad, cold eyes.

Like a predator, Anya pounces in for the kill.

As Anya rushes her, Buffy wheels, parries...

And brutally STABS ANYA THROUGH THE HEART, impaling her deep into the wall.

SUBTITLE: SUNNYDALE, 2001

Anya walks over, tries to wake him.

Loud operatic SINGING fades up, emanating from outside. Anya frowns, walks over to the open back door.

She shuts the door.

She turns around and sees he's fallen fast asleep again. His mouth is wide open. He looks particularly goofy.

Anya laughs. Gazes at him lovingly. She walks toward him... and begins to SING. As she does so, she picks up his lunchbox and hard hat, sets it on the table, makes him more comfortable.

She takes his boots off, helps him stretch out. She walks across the room and puts his boots away by the front door.

She spins around the living room, lovingly gazing at her engagement ring.

As she begins the next verse, she sweeps across the living room, straightening bar chairs, and dances into the bedroom.

INT. XANDER'S APARTMENT - BEDROOM - CONTINUOUS

She turns the bed down, smooths out the comforter.

She opens drawers, pulls out a brightly-colored blanket.

INT. XANDER'S APARTMENT - LIVING ROOM - CONTINUOUS

Whap! She unfurls the blanket, covering up Xander (we're back in the living room) She tucks him in.

She pushes the chair and it rolls magically out to the center of the room.

Anya SPINS the recliner. It continues spinning on its own. She hops on Xander's lap and sings to the sky. We see it from above, Busby Berkeley-style.

Anya hops off. We're back to floor-level. She dances to the kitchen.

INT. XANDER'S APARTMENT - KITCHEN - CONTINUOUS

In the background the recliner (with Xander) rolls back to its original position.

Her dancing carries her to the living room.

INT. XANDER'S APARTMENT - LIVING ROOM - CONTINUOUS

She dances to the balcony doors -- THROWS them open.

EXT. XANDER'S APARTMENT - BALCONY - NIGHT

With beautiful moonlight streaming down and a slight breeze blowing in the air, Anya comes running out the balcony doors in her WEDDING DRESS.

She gazes up into the sky, her face lit up with moonlight and happiness.

HARD CUT TO:

INT. FRATERNITY - MAIN ROOM - NIGHT

Anya. Impaled to the wall. No longer in Demon Face. Silence. She looks near dead. Out of it.

Xander, dazed, struggles to get to his feet.

Buffy approaches Anya with caution. Anya's head rolls, her eyes start to regain focus. She smiles, laughing through hoarse coughs.

Anya reaches out, grabs the sword by the hilt and with a slight DEMONIC CRY yanks it out.

Anya nods. She spins the sword into ready position. Round TWO. Anya attacks. Buffy dodges. Anya wields the sword one- handed. She swings fast. Buffy barely stays ahead of her.

Anya swings, Buffy dodges. Anya backhands her, sending her flying across the room. Buffy crashes into the area with the sofa and the footstool. She stands up. Anya rushes her.

In one fluid motion, Buffy kicks the footstool out in front of her ground level and leaps off the sofa. As the footstool crashes into Anya's legs, Buffy whips around and spin-kicks her square in the jaw.

Anya flies back. Loses the sword. Buffy picks it up. Anya hits the ground, dazed. Buffy stands over her, spinning the sword up killstrike-style. A moment passes. Buffy cold, resolved. Anya dazed, wounded.

Buffy tenses, about to bring the sword down...

Xander tackles her.

The two go sprawling, Anya stands up. Furious.

The words are barely out of her mouth when a bright magical BLAST blows all three of them across the room.

When the smoke clears, there stands D'Hoffryn. He regards them all with some amusement.

He walks over and peers into the doorway of the Rec Room (we don't see the slaughter.) He puts his hand to his chest like a proud father.

We walks back to the center of the room. Buffy gets to her feet. She picks up her sword.

He walks over to Anya, helps her to her feet.

Xander slowly gets to his feet.

D'Hoffryn begins to pace.

She looks at him up at him. She's near tears.

For a split-second, this registers on D'Hoffryn's face. And it's as though she has just broken his heart. But he quickly regains his composure.

Anya looks up at him.

He levels his gaze at her.

Xander's eyes go wide.

She turns back to D'Hoffryn.

He claps his hands together. Anya braces herself. Xander tries to rush to her.

There's a bright FLASH and...

Hallie appears.

Confusion. Hallie looks around. Disoriented. But upbeat. She sees her friend and lights up.

Anya suddenly realizes what's happening. Her eyes go wide.

CRACK! Mystical energy EXPLODES around Hallie. She SCREAMS. Blood spurts out her mouth. Anya rushes forward, trying to get to her. Hallie IMMOLATES violently. Ash explodes over Anya, knocking her back, She cries out.

D'Hoffryn, for the first time all episode, becomes the full demon he is. He stands above Anya.

She's in shock.

Xander tries to rush in between D'Hoffryn and Anya.

Buffy holds Xander. D'Hoffryn turns back to Anya.

And with that, he TELEPORTS away. Leaving us with the aftermath. Anya, numb, gets to her feet. She tries to look around the room. She can't meet anyone's gaze. Dazed, she walks out of the room through the front door. From the other room, we hear groans of, "What happened?" from the waking boys.

Buffy and Xander share a look.

Buffy heads toward the Rec Room. Xander goes after Anya.

EXT. FRATERNITY - NIGHT

Anya hurries down the front path of the house. She's battle- scarred, bloodstained, shellshocked.

Xander follows.

She slows, turns, exhausted.

Anya looks at him grateful, but resolved.

He doesn't get it.

He nods, knowing this is good-bye. They both start off in opposite directions. He is stopped by:

He turns. She's about ten paces away, looking small in the dark. Her voice is even smaller, tears welling in it:

He smiles at her, kindly.

He heads off. She watches him go, then turns to go herself.

ANGLE: HER POV

The dark of campus lawns. Emphasis on 'dark,' see also 'empty.'

She looks at it a moment, her resolve wavering. Starts heading out. We steadicam before her, holding on her face as she walks further and further out into the night alone.