Sleeper

(October 11, 2002)

Written by: Jane Espenson & David Fury

Directed by: Alan Levi

Teaser

FADE IN:

INT. XANDER'S APARTMENT NIGHT

CLOSE ON DOOR, as it's urgently POUNDED upon.

WIDEN as a groggy XANDER emerges from his bedroom in a t-shirt and sweats. He crosses to answer it.

XANDER
Okay okay... I'm coming... I'm up...

He squints over at a wall clock.

XANDER (cont'd)
(under his breath)
At 4:30 in the morning, sweet
mamalooshin...
(at the door)
Who is it?

BUFFY (O.S.)
Me.

XANDER
Buffy?

He unlatches the door and opens it revealing BUFFY, who strides past him into the room.

XANDER (cont'd)
What's going--

BUFFY
Where's Spike?

She moves to Spike's bedroom, peering in to find it empty.

XANDER
(still disoriented)
Spike?

BUFFY
Spike, Xander -- Is he here?

XANDER
N-no. He's out. I think. Least he
was when I got home.

BUFFY
Any idea where he went?

XANDER
I dunno. Creature of the night,
Buff. He's out ... creaturing.
(off her grave expression)
Why? What's happened?

Buffy looks at him, but is loathe to answer. She crosses to the window.

XANDER (cont'd)
He in trouble?

BUFFY
(to herself)
I hope not.

INT. CELLAR - NIGHT

PANNING ACROSS the dark, musty, termite-ridden interior down to the dirt floor, we HEAR the "ka-chunk" sounds of a SHOVEL breaking ground and digging, accompanied by a LOW VOICE HUMMING melodically. Piles of old newspapers, wine bottles, Water-stained cardboard boxes (labeled "X-Mas Ornaments/Lights") and garden tools, indicating the house is clearly occupied by the living. Or was until recently.

PAN OVER to a mound of freshly dug earth as another shovelful is tossed onto it. Then the shovel is jabbed into the mound, coming to a rest. TILT up to find:

SPIKE, a detached expression on his face as he continues to HUM a tune we now recognize as "I'll Be Seeing You," until he slowly glances over at something and abruptly stops.

ANGLE ON A DEAD GIRL, (the one Spike bit the previous episode), propped up against a wall, blood caked down the bite wounds on her throat, her unfocused eyes half-open.

SPIKE goes to the girl and picks her up by her shoulders, bringing them face to face, her limp head dangling to the side. If he regards her at all, it's only for an instant before he pivots and unceremoniously, tosses her lifeless body down into the shallow hole he's dug.

THE DEAD GIRL lands hard with a sickening thud, her limbs twisted at awkward angles...

SPIKE pulls the shovel out of the mound. Then, as he proceeds to bury the corpse, he begins to hum again.

ON DEAD GIRL - her body disappearing under the growing dirt.

CLOSE ON SPIKE. PUSHING IN - Humming more intensely as he works until:

BLACK OUT.

END OF TEASER
Act One

EXT. LONDON, ENGLAND - DAY - ESTABLISHING

The bustling city. Sure, what the hell. Haven't we seen enough of the countryside? And if nobody recognizes it, super in one of those "London, England" title cards. That's the ticket. Anyway...

INT. LONDON FLAT - FOYER - DAY Entering is ROBSON, a forty-ish, tweedy somewhat stuffy British-type, not unlike a certain Watcher we know who stands in people's way. Robson peruses an old, frayed book and carries an attache case. He bolts the door behind him and turns to cross, when he notices for the first time...

HIS POV - A small table and vase knocked over, the vase shattered to pieces, its floral contents strewn about the floor

ON ROBSON - eyeing the mess. He looks up.

ROBSON
(calling out)
Nora?

He crosses from the small foyer into a much larger living area.

INT. - LONDON FLAT - LIVING AREA - DAY

Tastefully furnished. We may notice a few antique swords mounted on the wall as he enters the room.

ROBSON
Nora ... What--

He stops and blanches when he sees.

NORA, 15, attired in workout clothes, shredded from multiple stab wounds, lying face down in a pool of blood, clearly dead.

ON ROBSON, frozen for a moment, as, BEHIND HIM, in SOFT- FOCUS ... movement. Black, shapeless. Robson senses it and spins around to see:

A BLACK-ROBED FIGURE plunge his curved dagger at him.

Instantly, Robson brings up his attache case, the dagger embedding itself deeply in it. He palms his attacker in the face and pushes him back causing The Robed Figure to stumble.

Deftly, Robson reaches for one of the wall-mounted swords When...

ANOTHER BLACK-ROBED FIGURE appears from nowhere and stabs Robson in the back.

Robson collapses to the floor, mortally wounded, finding himself lying next to the innocent, young, lifeless face of the girl called Nora, before losing consciousness.

EXT. SUMMERS' HOUSE - NIGHT

To establish.

INT. SUMMERS' HOUSE - ENTRYWAY - NIGHT

WILLOW urgently pushes through the front door into the darkened house.

WILLOW
(calling out)
Buffy!

She starts up the stairs when she hears:

DAWN (O.S.)
(flatly)
She's not here.

Willow peers down to see:

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

DAWN, silhouetted in darkness, sitting against the couch, hugging a cushion. Willow comes down the stairs and enters the room.

WILLOW (O.S.)
Dawn? What are you--?

She notices, even in the dim light, the room's devastation.

WILLOW
Oh my God. Dawn, what happened here? What--?

She switches on a light and quickly sees a severely rattled Dawn's tear and blood-streaked face, as Dawn shield's her eyes from the brightness. Willow rushes to her.

WILLOW (cont'd)
You're bleeding.

DAWN
I'm all right...

WILLOW
(trying to turn her
face toward her)
Let me see. Make sure--

DAWN
I saw Mom.

Willow stops.

WILLOW
What?

DAWN
She was here, Willow. I saw her.
And... And she spoke to me...

Willow's eyes narrow with understanding.

WILLOW
Oh, Sweetie...

DAWN
She was right here. And then she
wasn't. She--

WILLOW
It wasn't her.

Dawn stops and looks at her.

DAWN
W-what?

WILLOW
At least, I don't think it...
(takes a moment)
I saw something, too. And it looked
like...
(hesitating)
Someone else. But it wasn't...

DAWN
I don't understand...

WILLOW
It's the bad thing, Dawn. The one we
knew was coming.

Dawn thinks about it, working it out in her head.

DAWN
But... That's what she said. Mom.
She said things were coming. Things
were on their way and...

She stops herself, then sees Willow looking at her expectantly.

DAWN (cont'd)
And that she loves us. So it had to
be her, right? I mean, her warning
was true?

WILLOW
I-I don't know, Dawn. I'm just not
sure we can trust anything right--

DAWN
So maybe the evil thing messing with
you was here, too. Only maybe it was
the thing trying to keep Mom away...
'Cause she was trying to protect me.

She peers up at Willow, almost pleadingly.

DAWN (cont'd)
Maybe?

Willow can only look at her, other concerns on her mind.

PRE-LAP:

XANDER (O.S.)
But, you don't believe it.

INT. XANDER'S APARTMENT - PRE-DAWN

Xander sits on a stool by the counter drinking coffee as an upset Buffy slowly paces.

XANDER
Why would a vampire lie about who
sired him? What's that, some kinda
status symbol for the undead -- My
sire can beat up your sire?

BUFFY
I didn't say I don't believe it.

XANDER
You just don't want to.

Buffy glances up at him, the pain in her eyes cementing the truth of that.

Xander, taking pity, offers up:

XANDER (cont'd)
Okay, let's look at this objectively.
Figure it out in a cold, impersonal,
CSI-like manner. 'Cause we're a
coupla carpet fibers short of a case.

BUFFY
Spike can't be doing this, Xander.
He couldn't if he wanted to.

XANDER
Why not?

BUFFY
Well, for one thing, pain chip,
remember? He can't hurt anyone.

XANDER
Didn't stop him from hurting you.

She snaps a look at him.

XANDER (cont'd)
(throwing up hands)
Hey, objective here.
(then)
Maybe the chip's not working anymore.

BUFFY
It's working. I've seen it.

XANDER
Is it? Or is that what Spike wants
you to think?

Buffy looks at him a beat.

BUFFY
You think it's an act?

XANDER
Me? Can't. I'm objective guy.
(beat)
I don't really know.
(he looks at her)
And neither do you.

Buffy thinks, shakes her head and looks off.

BUFFY
No, there's something... He's
different. Changed. I feel it.
(turning to Xander)
If it's an act, then the Oscar goes
to...

XANDER
Well, don't leave me hanging. Who?

They hear the door open and spin around to see:

SPIKE entering. He sees Buffy.

SPIKE
Well, This can't be good. You being
here at this hour. Trouble?

BUFFY
Trouble...

Xander looks at Buffy as she continues to stare at Spike.

BUFFY (cont'd)
No trouble. I was just... We were,
Uh...

Spike wearily shakes his head and closes the door behind him.

SPIKE
Right, none of my business. No
worries.

He turns away and starts to move to his bedroom. Buffy takes a step toward him.

BUFFY
Spike...

Xander subtly puts a hand on her arm, cautioning her. SPIKE stops and turns to look at her.

BUFFY (cont'd)
Um... How was your night?

SPIKE
(with a shrug)
S'alright.

A beat passes between them before Spike shyly attempts to enjoin her in conversation.

SPIKE (cont'd)
And... yours? Bag any baddies?

BUFFY
Just one. Vampire. Used to be
someone I knew. A little.
(looking for a reaction)
His name was Holden. Holden Webster.

XANDER (O.S.)
Webs?

Buffy and Spike look over at Xander.

XANDER
(to Buffy)
From high school? You didn't tell me
the vamp you dusted was Holden "Call
Me 'Webs'" Webster. Nobody called
him "Webs." Went to school with him
for ten years, not once did anyone
ever--

Buffy's glare stops his trip down memory lane.

XANDER (cont'd)
(muttering)
Right.

Spike looks at Buffy for a moment, then, approaches her.

ON BUFFY, tensing. Spike gets to her and eyes her with genuine empathy.

SPIKE
(sincerely)
Knew him, huh. That musta been a
picnic.

She eyes him a moment before shrugging the notion away.

BUFFY
Yeah.

Spike nods sympathetically. After an awkward beat.

SPIKE
Well...
(tossing a glance to Xander)
I'm qonna turn in before I drop.
(as he heads off)
'Night.

He goes to his bedroom, removing his shirt, and shuts the Door.

ON BUFFY - She continues to stare after him as Xander leans in to her.

XANDER
You see that? See how he reacted
when you mentioned "Webs?" Cool as
Cool Whip. What's up with that?

Buffy glances out the window.

BUFFY
Sun's coming up.
(moving to exit)
I have to go home. Check on Dawn.
We need to keep an eye on Spike.

XANDER
Whoa. By "we," you mean "me" and
me's gotta go to work. I've got a
big client meeting in a couple of
hours.

BUFFY
Xander, this is serious. We can't
let him go out again until we know if
he's killing people. We have to find
someone to watch him.

INT. XANDER'S APARTMENT - LATER THAT MORNING

CLOSE ON ANYA.

ANYA
Uh-uh. Forget it, Harris.

ON XANDER, now dressed for work and ready to go. He goes around pulling up all the shades to his windows, letting in as much sunlight as possible as he talks.

XANDER
C'mon, Anya. You said you'd do it on
the phone.

ANYA glances toward Spike's bedroom.

ANYA
Yeah, that was before you told me
Spike's killing again. Now you want
to leave me here alone with him.

XANDER
(murmuring, to
himself)
Didn't mind being alone with him
before.

ANYA
(unsure what he said)
What was that?

XANDER
Nothing. Look, we don't actually
know that he's killed anyone.
Y'know... Lately. Might all just be
a mistake.

ANYA
But you don't think so.

Xander looks at her, but doesn't answer.

ANYA (cont'd)
Did you search his room? For clues.
Trophies from victims,. Killers like
to keep trophies sometimes. Scalps,
necklaces made from human teeth...
Genitals...

XANDER
Y'know. Didn't occur to me to look.
But thanks for the tip.
(looking around)
Okay, you'll be safe out here.
Plenty of sunlight to hide in.

ANYA
That's it? Aren't you going to, at
least, leave me a crossbow or a flame
thrower... something to protect
myself.

XANDER
We don't want him to know we suspect
Anything.

He grabs his briefcase and hard hat and moves to exit.

XANDER (cont'd)
Besides, if he tries to leave, I
don't want you confronting him.
Just call Buffy and let her know he's
on the move.

He opens the door, stops and looks at her, reassuringly.

XANDER (cont'd)
You're gonna be fine.

ANYA
Better be. 'Cause if I get vamped,
I'm gonna bite your ass.

Xander grins at that as he exits.

XANDER
(murmuring, to
himself)
Wouldn't be the first time.

ANYA
What was that?

He's gone.

ANYA stands alone in the deathly quiet apartment. She slowly peers over at

HER POV - Spike's door.

CLOSER ON ANYA, as she stares intently at

SPIKE'S DOORKNOB. SLOW PUSH-IN, DUTCHING - Is the knob turning?

Back to Anya, who, seeing no movement on the door, crosses over to a chair and picks up a magazine resting on the end table. She sits and begins to flip through it. After a moment, she glances up again quickly...

HER POV - Spike's door. Still closed.

ON ANYA, suddenly noticing

A BRIGHTER PATCH OF SUNLIGHT stretching across the floor.

Anya, without getting up, edges her chair over into it. Satisfied, she relaxes a bit and sits back to read again.

INT. SUMMERS' HOUSE - UPSTAIRS HALLWAY - MORNING

As Willow exits Dawn's room, closing the door gently she hears the front door SLAM and:

BUFFY
(panicked)
Dawn?

Buffy appears at the top of the staircase.

WILLOW
(softly)
She's here. She's okay. She's not
hurt. Just exhausted. Finally fell
off to sleep.

BUFFY
What the hell happened? Downstairs looks like...

WILLOW
Hell happened?
(off her confusion)
This Big Evil that keeps promising to
devour us? I think it started
chomping.

BUFFY
Oh, god... and it started with Dawn?!

WILLOW
Both of us. Buffy... this thing
knows us. Made us think we were
talking to people we knew. Mine said
it came with a message from Tara, but
Dawn actually saw...

As Willow's voice trails off, Buffy's eyes narrow.

BUFFY
(fearful/protective)
Dawn actually saw what? Willow, who
did she --

WILLOW
Your mother.

Buffy reacts, sad. Angry.

BUFFY
Dawnie...

WILLOW
Buff. This thing. It had me for a
while. Before letting loose with all
the, you know, pulse-pounding terror.
But before that, the lies were
very... convincing. It seemed real.

BUFFY
(thinking)
Lies...

WILLOW
To confuse us, maybe. Mess us up.
Or maybe just to be cruel...

BUFFY
A vampire I killed last night told me
Spike sired him. Two nights ago.

Willow looks at her. Even more real fright.

WILLOW
Well... That's impossible, right?
It's another fake-out, you got one,
too. Wasn't a real vamp--

BUFFY
Dusted real enough.

WILLOW
Buffy, do you really think Spike is--?

BUFFY
I can't... I really hope not.

She looks at the floor, deep in thought.

BUFFY (cont'd)
But if I'm wrong... And he is.
Then I've got to see it for myself.

She looks up at Willow, with steely determination.

BUFFY (cont'd)
To put him down. I've got to be
there to stop it.

BLACK OUT.

END OF ACT ONE
Act Two

INT. XANDER'S APARTMENT - LIVING ROOM - DAY

Xander's living room. Dark, almost silent.

Moving across the room, we see the windows are still open, but it's getting late, and sunlight is running out. Finally, on the far side of the room, we find Anya. Sitting in the last square patch of sunlight still streaming in.

She's been here a while. Holding a stake in one hand. Rigid. On edge. She thinks for a beat, staring...

Anya's POV: The door to Spike's room. Closed.

Back on Anya. She looks to the front door, looks to the phone, makes a decision. She stands, walks toward the closed door. Taking a step, her face goes from sunlit to shadowed. This reminds her - she goes back, picks up the stake.

And, clutching it like a weapon she's ready to use, Anya pads across the room in her bare feet, silently, heading toward that closed door, wrapping her hand silently around the knob, twisting it...

INT. XANDER'S APARTMENT - SPIKE'S ROOM - DAY

The door slowly creaks open - and Anya silently enters Spike's room. She looks around.

Anya's POV: There's not much here - because there's not much room. Spike's "room" is little more than an oversized closet. Clearly, this is the junk room -- where Xander's been throwing stuff he wants out of the way: dresser, old exercise equipment, makeshift end table. A depressingly small cot. SPIKE. Lying naked on the cot, his pale body half-covered by a thin sheet. Asleep. Or so it seems.

Spike's clothes rumpled on the floor and over the edge of the bed where he pulled them off next to the cot.

Anya slows her breathing, goes to the dresser, slowly, cautiously opens a drawer. Looks inside. Nothing. Opens a second drawer. Nothing still.

Picks up Spike's pants, carelessly draped over the bed frame, goes through the pockets. Nothing. She looks around...

Sees the clothes on the floor, bites her lip, makes a decision, and moves tentatively to them.

She crouches next to the cot, eye level with Spike's naked body. She's close enough to feel Spike's breathing (if he breathed.)

She moves slowly, carefully... picks up his jacket, moves her hand gingerly into the pocket... when Spike STIRS.

Anya freezes. Spike settles. Anya roots around in the pocket, looking inside for some kind of clue, but it seems empty, and as she moves her hand around to pocket #2.

WHAP! Spike's hand shoots out from the bed - GRABBING Anya's wrist in an instant vise-grip. Spike's eyes snap open. Spike and Anya stare into one another, neither moving, when Spike speaks in a chillingly calm tone.

SPIKE
Anya. Do be specific and tell a
fella just what exactly you are doing
here.

Anya's mind races. Spike remains expressionless, waiting.

ANYA
Well... Spike...
(bullshit time)
I... am here, obviously, because of
the reason which I am about to tell
you, with the following words, and
that reason is... uh, clearly and
obviously too, um...
(inspiration)
Sex.

Spell broken. Spike sits up (wrapping the sheet around his Privates.)

SPIKE
Beg pardon?

Anya, still on the floor next to Spike, edges awkwardly closer to the cot, closer to Spike's face.

ANYA
You and me. Here and now, let's go,
let's...
(unconvincing)
get it on, you big bad boy.

She starts pulling off her shirt, wriggling, her bra exposed...

SPIKE
Wait - wait Anya, just a minute
now, this is not exactly... is that
a stake?

Busted. Anya stops, shirt stuck around her head, and looks at the stake, thinking up an explanation...

ANYA
Yes! Kinky.

SPIKE
Yeah, I guess, but what are you...

Anya presses a finger to his lips, silencing him. It's quite a show she's putting on here...

ANYA
Shh! No questions. No talking. I
don't want any sounds to ruin the
sweet, sweet love you know is still
burning like a, um...

She struggles more with getting the shirt over her head, but it's stuck.

ANYA (cont'd)
Give me a hand with this?

SPIKE
Zipper stuck?

ANYA
It's in my hair.

Spike calmly pulls on the shirt zipper caught in Anya's hair, then gently pulls the shirt down - back onto her torso, covering her up...

SPIKE
Anya...

Anya stops.

ANYA
What? I can't help it. I can't stop
thinking about you, and us, and the
brief but unforgettable time we had
together - I mean...
Why else would I be here? It's not
like I'm snooping around for proof
you're some kind of whacked-out
serial killer.

She laughs nervously Spike cocks a way-confused eyebrow.

ANYA (cont'd)
Forget I said that. You've got me
talking crazy. It's nerves, nerves
and horniness, oh just shut up and
take me William, take me now.

Anya thrusts herself forward, awkwardly climbing on Spike. They lie entangled like that a moment.

Nothing happens. After a long, awkward pause:

ANYA (cont'd)
It's not working, is it?

SPIKE
Not so much.

Spike pulls himself back up, holding Anya by the shoulders, trying to find the words. He looks away a moment and in that split-second - Anya closes her eyes and exhales a big sigh of pure relief - looking perfectly "confused and hurt" again in the second Spike looks back to her.

SPIKE (cont'd)
Anya...

ANYA
Mmm?

SPIKE It's not that I'm not tempted-

ANYA
I get it. Buffy.

Spike nods.

SPIKE
Obviously, if things were different,
you're a right catch.

ANYA
Got it No problem. I understand.
(beat, genuinely offended)
You think I'm fat.

SPIKE
What?

ANYA
Well, it's that or the haircut.

SPIKE
Nonsense! The do's quite fetching.

ANYA
Oh - right - now you like the haircut.

SPIKE
Love it!

ANYA
Sure, as a friend.

SPIKE
Anya...

ANYA
You know you're more fun without the
soul.

SPIKE
Oh come on now, I just explained to
you...

ANYA
I'm only saying, Soulless Spike
woulda had me upside down and halfway
to Happy Land by now.

SPIKE
I need my pants.

INT XANDER'S APARTMENT - LIVING ROOM - DAY

Anya, looking pissy, sits by the phone Spike, getting dressed, enters from his room

SPIKE
Didn't mean to hurt your feelings,
luv.

ANYA
(hurt)
Who's hurt? I'm fine.

SPIKE
Right. Look it's getting dark,
I've got things to do.

ANYA
Don't stick around on my account.

Spike sighs. There's nothing left to say. He exits. Anya waits a beat after the door closes - then picks up the phone and dials fast. Then:

ANYA (cont'd)
(into phone)
It's me. He's leaving.

AND WE CUT TO:

EXT. XANDER'S APARTMENT BUILDING - NIGHT

Buffy waits outside of Xander's place, half-obscured by Shadows, watching...

BUFFY
(into phone)
Got it. I'm on it. Thanks.
(beat)
What?
(beat)
Of course you're not fat, why would
you...

She sees Spike pass by.

BUFFY (cont'd)
(into phone)
We'll talk later.

She clicks the cell phone shut. Watches Spike go.

Buffy's POV: Spike crosses the street, free and alone, the cocky saunter slowly coming back into his stride as he goes...

Buffy's expression darkens. We hear STREET MUSIC rising as Buffy follows and we cut to:

EXT. PEDESTRIAN MALL - NIGHT

A crowded THIRD STREET-TYPE OUTDOOR MALL. EXTRAS (and plenty of them) mill about shopping, congregating, congesting the sidewalk and street. A STREET MUSICIAN plays the harmonica, his hat filled with coins and a few bucks.

If we see a clock, it would indicate that it is 8:37 PM.

We find Spike as he saunters through the crowd, slipping past pedestrians with ease, never stopping but never rushing... Like a shark. His eyes always moving, checking out the people passing him by...

Abruptly, the Musician stops playing. Waits a beat.

And starts playing "I'll Be Seeing You."

Spike passes by the harmonica player, and without even noticing it, picks up the tune, humming it blithely to himself. Spike passes out of frame as Buffy enters, not far behind him, just enough distance to stay out of Spike's sight.

Buffy's POV: Spike slips in and out of the people-traffic, weaving seamlessly - until he spots something.

On Buffy, ALARMED, moving toward Spike.

But she finds herself behind a group of LOITERING TEENS, clumped together, blocking her view, taking up the sidewalk, barely moving -- they have no idea they're even in the way. Buffy moves one way, then another, finally maneuvering around the group.

Buffy's POV: find Spike as he gets to the LINE formed outside a happening-looking DANCE CLUB. Strobe lights, loud music come from within There's velvet ropes, a meaty, muscle-t'd BOUNCER in front, but mostly - YOUNG PEOPLE. Lots of them.

Spike blends in with the crowd. Buffy watches as he touches a GIRL lightly on the shoulder. She turns to face him. He smiles. She smiles. Buffy keeps moving to them.

And suddenly STOPS SHORT. We now see that a VENDOR has pushed a FOOD CART (churros, pretzels) directly in front of Buffy's path. With mounting tension, she moves around, keeping an eye on Spike.

Who chats with the Girl. She laughs. We cannot hear what they are saying, but it's clear he's hitting on her - and she's digging it. She leans into him, flirtatiously...

Buffy moves forward with purpose, the path finally clear. When suddenly, from behind, a HAND GRABS Buffy's shoulder.

She spins around, tense, sees an unflinching POLICEMAN, and he's suddenly around her, blocking her view of -- and her access to -- Spike.

POLICEMAN
You sure do walk fast.

BUFFY
I'm sorry.

She sidesteps, getting Spike back in her POV, but the policeman won't let her leave.

POLICEMAN
Been trying to catch up to you since
that last intersection there. The
one you walked across. Without the
benefit of a crosswalk.

Buffy, still watching Spike, speaks to the policeman distractedly. He's writing in his TICKET PAD now.

BUFFY
What?

POLICEMAN
Jaywalking. Now, normally I'd give
you a warning-

We see Buffy's POV. Spike is nodding his head to the girl, the girl nodding back, Spike taking her by the hand, leading her away from the crowded club line. Buffy interrupts the cop, her tone impatient.

BUFFY
It's okay. Give me the ticket.

POLICEMAN
You realize you crossed about twenty
feet in front of a moving vehicle

BUFFY
Seriously, it's fine. Just give it
to me.
(off his look)
Officer.

Buffy looks again She can still see Spike and the girl in the crowd - but they are moving away quickly.

The cop hands her the ticket and Buffy moves to go, but he stops her. Holds out a pen.

POLICEMAN
Not so fast. Address and signature.

Exasperated, Buffy frantically grabs the pen and scribbles her information as quickly as possible. Murmurs-

BUFFY
You've got to be kidding me...

POLICEMAN
You know, I don't like your attitude-

Buffy glances into the crowd again. Nothing. No Spike. She shoves the pad back into the cop's hands.

BUFFY
Yeah, I've been saying that about me
for years...

And she bolts. The irritated cop looks after her, decides to let it go.

CLOSE ON BUFFY

As she desperately scans the crowd for any sign of Spike and the girl. But they are nowhere to be seen.

We pull back, into the crowd, watching as Buffy becomes very small among the throng, lost. Searching.

We drop further back, losing Buffy among the people, leaving her, pulling down the street, around a corner and into:

EXT. ALLEY - NIGHT

The lights and music of the club can be heard not too far away inside this alley. Spike enters, leading the girl (call her LINDA) in along with him.

Spike leads Linda further into the alley. She giggles, enjoying the danger. She could be a little drunk.

LINDA
So, what kind of name is "Spike?"

EXT. PEDESTRIAN MALL - NIGHT

Buffy, a bit more frantic, picks up her pace, moving into the crowd.

EXT. ALLEY - NIGHT

LINDA
What, you gonna make me guess? All
right, I'll guess you're... a little
bit bad?

She moves in on him, getting sexy...

EXT. PEDESTRIAN MALL - NIGHT

Buffy running now, knowing that time is running out, faster...

EXT. ALLEY NIGHT

LINDA
Am I right? Are you a bad boy?
'Cause I don't mind. I was getting
kinda bored of waiting on line. I
hate waiting.

She nuzzles his neck. Kisses it. Spike nuzzles back, burying his face in her neck, gently.

LINDA (cont'd)
Know what I mean?

Spike smiles, smelling her. He's starting to breathe a bit more heavily, anticipating, blood-lust building... When he stops cold, the look on his face changing.

Spike's POV: There in the alley, facing him, stands Buffy. Arms folded, game face on.

BUFFY
Evening, Spike.

Linda doesn't see her, Won't see her through this whole scene. But Spike does. He tenses, pulls hack.

SPIKE
(startled)
Buffy?

Linda, confused, annoyed, pulls away, too, stares at Spike.

LINDA
No. Linda. Who's Buffy?

Buffy focuses on Spike, speaks just to him.

BUFFY
You know you want it.

Buffy leans in to Spike's ear, seductive.

BUFFY (cont'd)
And you know I want you to.

LINDA
(to Spike)
Um... is everything...?

Spike goes VAMP-FACE. Linda freaks. She SCREAMS and struggles. But to no avail, Spike's holding her now.

He SINKS HIS TEETH in her neck. Buffy watches and smiles as Spike GULPS at the girl's neck. Spike lifts his head, mouth a bloody mess, out of breath, looking to Buffy for approval. Buffy tilts her head and tenderly whispers to him:

BUFFY
There's my guy.

Spike smiles insanely, the rush of fresh blood coursing through him, knowing this is right, and dives back into his victim's neck with growling animal abandon.

We push past Spike onto Buffy as she watches, smiling.

END OF ACT TWO

Act Three

EXT. PEDESTRIAN MALL - NIGHT

Buffy still walks amidst the throng of people, looking very much alone despite the crowd. She looks around, searching for anything...

EXT. ALLEY - NIGHT

Spike is where we left him, face buried in Linda's neck. The FIRST, in the guise of BUFFY, looks on with a self-satisfied smirk.

BUFFY/FIRST
Now, doesn't that feel better?

Spike raises his face from the girl's neck, and we see that he is NO LONGER IN VAMP-FACE, although his mouth is red with blood. He looks up at Buffy, bewildered, and lets the girl fall, dead, from his arms -- he's past even noticing.

He turns, almost drunkenly, and stumbles away

CLOSE ON BUFFY as she MORPHS INTO... SPIKE. He is wearing the same little smile.

SPIKE/FIRST
I'll be seeing you.

TIME CUT TO:

INT. XANDER'S APARTMENT - SPIKE'S ROOM - NIGHT

It's about 4:30 AM again. Spike (the real one), is asleep on his bed. He lies face-down diagonally on top of the covers, shirtless and with bare feet, but with his pants still on, as if he fell onto the bed exhausted as soon as he came home.

He wakes with a start when BUFFY BURSTS INTO THE ROOM.

She's angry, eyes flashing, ready for a confrontation.

BUFFY
Did you kill her?

SPIKE
(waking)
What?

BUFFY
The girl. Last night.

Spike gets to his feet slowly.

SPIKE
What girl? What are you talking about?

BUFFY
I caught the first act. Missed the curtain.
Did you kill her? Turn her? Is she one of
your kind now?

SPIKE
Did you... Are you following me?

BUFFY
Answer me, Spike. Where's that girl?

Spike's blown away by the accusation. Upset.

SPIKE
Who knows? I talked to her, is all!

BUFFY
Looked like more than talking-

SPIKE
Well I sure as hell didn't off her.
Where are you getting this? You know
I can't -

BUFFY
Right, the chip. But-

SPIKE
(exasperated)
Not the chip. Not the chip, damn it -
(then)
You honestly think I'd go to the end
of the underworld and back to get my
soul, and then start killing again?
Buffy - I can barely live with what
I did when I was William the Bloody.
It haunts me. All of it. You think
I'd add to the body count now, you're
crazy-

BUFFY
So you just troll the promenade for
drunk co-eds because you're hungry
for conversation.

Spike's expression changes. He gets it now.

SPIKE
Is that what this is. Right...

BUFFY
What?

SPIKE
You're jealous.

BUFFY
Don't play games, not now-

SPIKE
You saw me chatting up a bird, giving
the eye to someone else? Struck a
nerve, did it?

Indeed, this seems to strike a nerve with Buffy. But she covers.

BUFFY
Don't flatter yourself-

SPIKE
It burns, huh? But you can't admit
it, so you trump up some story about
me being back on the juice-

BUFFY
It's not a story! This vampire I
killed, he told me-

SPIKE
(pained)
Told you what? That I go out? Yeah,
I talk to people, women. I talk to
them because I can't talk to you.

BUFFY
Spike-

SPIKE
And as daft a notion as "Soulful
Spike the killer" is, it's nothing
compared to the idea that some other
girl could mean anything to me. This
chip is something they did to me. I
couldn't help it. But the soul I got
on my own. For you.

This stops Buffy.

BUFFY
I know. But-

SPIKE
And everything I felt, feel - it only
cuts deeper now. I pass the time
with someone... That's all it is -
time. God help me, Buffy, it's still
all about you.

Buffy is clearly thrown now. Moved. Upset. His emotion seems so genuine. Still, she presses on.

BUFFY
Spike. This vampire told me you were
his sire.

Now Spike looks thrown. A beat. Then-

SPIKE
That doesn't mean-

BUFFY
He said you killed him last week.
Dumped him in a parking lot somewhere.

SPIKE
And you believe him? Vampires, not
notorious for their honesty-

BUFFY
I did follow you last night. You
didn't look casual. Or lonely. You
looked like you were on the prowl.

SPIKE
You can't know that-

BUFFY
So what were you doing? Just tell
me. You picked up that girl. Then
what?

SPIKE
We talked. That's all I remember.

BUFFY
All you remember?

SPIKE
(exasperated)
I don't know - the nights... I go
out. I talk to people. Or I don't.
It's boring. It all bleeds together.

BUFFY
So if you forget so much-

SPIKE
Not that. The taste of human blood?
That I'd remember-

BUFFY
Spike. You were camped on the
Hellmouth talking to invisible
people. Recently. How can you be
sure what you've been-

SPIKE
(cuts her off hard)
No. You're wrong. You've got an
accusation from a pile of dust - and
not a shred of proof.

BUFFY
So I'll get some.

SPIKE
And if you don't? What's it going to
take to make you believe in me?

Buffy doesn't have an answer for this. They regard each other for a charged moment. Then she takes off.

We stay on Spike, who looks deeply shaken, for a long beat.

INT. SUMMERS HOUSE - LIVING ROOM - DAY

Buffy, Willow, Dawn and Anya are assembled in the living room for a big research and pow-wow session. Willow is at her computer. Buffy paces, in a dark mood.

BUFFY
Guys, find me some evidence that
he did this, okay?

ANYA
Really? Is that what you want?

BUFFY
Or find me some proof he didn't.
I don't know.

DAWN
You only think Spike is turning
people because that vampire told
you so, right? But that night...
I mean, we were all told stuff
that wasn't true.

WILLOW
Maybe.

DAWN
(hard)
What? What maybe?

Willow is at the keyboard, but as she says this, she's not seeing what's in front of her, she's in a guilty place, remembering what Cassie said.

WILLOW
Just because those weren't the spirits
of, you know, our people... just
because they were some evil thing,
it doesn't mean what they said can't
be true.

Dawn shoots a wary look at Buffy... thinking about what Joyce told her.

ANYA
(nodding)
I used to tell the truth all the time
when I was evil.

BUFFY
We can't assume anything. We need
hard facts.

ANYA
Well, if Spike is biting people then
there should be more dead people with
neck trauma, right? We can find that.

WILLOW
(re: computer screen)
No.

ANYA
We can't find that? But that's easy.
That computer is a moron.

WILLOW
I mean, no, there's not really an
increase in neck injuries, but...

BUFFY
But?

WILLOW
Missing people. Maybe eight,
(finds more)
oh, ten of 'em. No bodies, they're
just... missing, mostly young, lotsa
girls...

Dawn is shaken by that, harder than you'd think, taking it as confirmation that the "ghosts" were talking true.

DAWN
(dread)
So it's true? What the vampire told
Buffy turned out to be true.

BUFFY
Maybe. But it still doesn't prove
it's Spike. Right now, he's still
the only one knows who for sure.

INT. XANDER'S APARTMENT - SPIKE'S ROOM - NIGHT

Spike, his motions jerky, still upset from his confrontation with Buffy, is putting on his coat (whatever one he wore in episode 7 -- black leather?), and stepping toward the door. He reaches one hand into a coat pocket and pulls out a pack of cigarettes.

Spike freezes, looking at it. His face ashen.

SUDDEN FLASHBACKS. (With "I'll Be Seeing You," heard underneath)

FROM EPISODE SEVEN:

- THE YOUNG WOMAN PLACING THE PACK OF CIGS IN FRONT OF SPIKE.

- SPIKE TALKING (SILENTLY) WITH THE WOMAN, LEANING IN CLOSE..

- THE YOUNG WOMAN LYING LIMP ON THE GROUND.

Back to the present. Spike looking, shaken, at the cigarettes. He puts them back in his coat pocket and exits quickly into...

INT. XANDER'S APARTMENT - LIVING ROOM - CONTINUOUS

Spike enters, walking fast, man on a mission. Xander is watching TV (or reading a magazine) and eating a frozen dinner off a tray. Spike heads for the door.

Xander is on his feet, lunging for tile door. He barely manages to get there and block Spike.

XANDER
No, no. You're not going out.

SPIKE
I have to go.

XANDER
Buffy was very clear about the not-
leaving-of you.

SPIKE
I know what the Slayer told you.
It's not true. Let me go and I'll
find a way to prove it.

XANDER
Okay, I'm gonna list the reasons that
won't happen. One--

SPIKE LEVELS XANDER WITH A PUNCH, knocking Xander out. Then he grabs his head and YELLS from the chip-induced-pain. As he recovers, he steps over him to open the door. He exits.

INT. BRONZE - NTGHT

Aimee Mann is on stage playing "PAVLOV'S BELL." The crowd mills and throngs.

Spike is standing at the bar, talking to the BARTENDER.

SPIKE
She had brown hair. Nice looking
girl. I was here talkin' with her...

CUT TO:

Spike, elsewhere on the floor, talking to a waitress

SPIKE
...two nights ago. I'm looking for
someone mighta seen her...

CUT TO:

Spike makes his way through the crowd, scanning the faces as he goes. He heads for the stairs up to the balcony.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Buffy is on the phone in the living room. We're close on her and we don't see anyone else.

BUFFY
He hit you?

INTERCUT WITH:

INT. XANDER'S APARTMENT - SAME TIME

Xander, holding an ice pack to his jaw, obviously in pain, talks on the phone.

XANDER
Knocked me out. He's been gone at
least a half-hour.

BUFFY
Any idea where he was headed?

INT. BRONZE - BALCONY - NIGHT

The balcony. Sparsely populated. SPIKE drinks uneasily from his flask and looks down on the scene from above.

CHARLOTTE (O.S.)
One of 'em take your wallet?

Spike turns to find an attractive young woman, CHARLOTTE, smiling at him.

SPIKE
What's that?

CHARLOTTE
Way you're scanning that crowd; you
look like you're out for blood.

Spike thinks about that.

SPIKE
Just looking for a certain brunette
I met here the other night.

CHARLOTTE
(playing)
I'm a brunette. Is it me?

SPIKE
Sorry, luv. Don't think so.

He's shutting her out, but she's not having it She leans in next to him, puts a hand on his arm.

CHARLOTTE
Not even if I ask nice? You the type
that has to be... convinced?

SPIKE
(eyes on crowd)
Friendly Warning, pet. I'm the type
best left alone.

We stay on Spike as she says:

CHARLOTTE (O.S.)
Oh. I get it... You'd rather I slip
into something more comfortable.

He glances at her. She's in VAMP-FACE. (MORPH was O.S.)

Spike recoils.

CHARLOTTE
(nods to the crowd)
Should we pick off the crowd one by
one or block the exits and ravish the
place?

SPIKE
Get away from me.

CHARLOTTE
What's with the wallflower act?
Didn't seem so shy when you were
biting me.

Spike starts to withdraw into himself. Horrified.

SPIKE
No... I didn't...
(softly)
That wasn't me.

CHARLOTTE
Yeah, all right. Sure.
(beat)
I'm not asking if you want to be soul
mates
. Just figured you'd want to
have some fun.

She indicates A COUPLE standing beneath them on the main floor.

CHARLOTTE
I take him, you take her? Or the other
way round, whatever...

She starts to turn, head toward the stairs, but Spike grabs her by the shoulder, pulls her pack roughly.

SPIKE
No.

CHARLOTTE
Get off!

Charlotte CLAWS AT HIM with her other arm. He PUNCHES HER.

She comes back at him, fast, and he ducks her... their momentum takes them over by the two small tables near the top of the stairs.


CHARLOTTE (cont'd)
So is that all I was to you? A one-
bite stand?

She kicks him hard and he lands on one of the tables (not a wire gag.)

His hand, groping for purchase on the table, finds a BAMBOO INCENSE HOLDER.

He flips up off the table, and in one move, he STAKES HER with it as he grabs her and TOSSES HER OFF THE BALCONY.

INT. BRONZE - CONTINUOUS

In the middle of the dance floor, the Vamp Girl's body hits the floor and EXPLODES INTO DUST. Aimee Mann stops playing, the dancers look around, confused.

Then after a beat, the band shrugs and starts up again.

EXT. PEDESTRIAN MALL - NIGHT

Buffy is back, approaching the back of the line in front of the dance club here on this busy street. The BOUNCER notices her right away and steps over to her...

BOUNCER
Sweetheart, you wanna go on in? Go
'head.

BUFFY
I need some help. I'm looking for
this guy -- bleached-blonde hair,
leather jacket, British accent,
kinda... sallow, but in a hot way --

The Bouncer nods like he's been asked this question before.

BOUNCER
Yeah, yeah, I know the guy -- Billy
Idol wannabe?

BUFFY
Actually, Billy Idol stole his look
from...
(beat)
Never mind. Has he been here?

The Bouncer hesitates. Looks at her with some sympathy.

BOUNCER
This guy... he your boyfriend or
something?

BUFFY
No. I just need to find him. As
soon as possible.

BOUNCER
Yeah, he comes here a lot lately.
Always leaves with a different girl.
(shrugs)
Chicks like Billy Idol.

Buffy takes this in.

BUFFY
(softly)
How many girls?

He mistakes her concern for remorse.

BOUNCER
Look... this guy. This "not-your-
boyfriend" guy. I'd lose him if I
were you. He's a real player.

Off Buffy, taking this in.

INT. BRONZE - BACKSTAGE - SAME TIME

Spike walks to the area backstage with the payphone, looking shaky and scared. He passes Aimee Mann, who's walking the other direction and talking to her bandmates.

AIMEE MANN
(to bandmates)
Man, I hate playing vampire towns.

Spike walks over to the pay phone and makes a call.

SPIKE
It's me. I... I'm seeing... I
think I remember...
(beat)
I think I've done some very bad
things.

EXT. PEDESTRIAN MALL - NIGHT

Buffy stands off to the side on her cell phone.

BUFFY
Where are you?

SPIKE
I need... I need to see you... There's
a house. 634 Hoffman Terrace.

BUFFY
I'll meet you.

And Spike hangs up.

NEW ANGLE: revealing that Spike/First is standing next to him, looking on.

SPIKE/FIRST
You weren't supposed to do that.

Spike looks at him, with dull recognition... too weirded out to react.

SPIKE/FIRST (cont'd)
Not time yet, not nearly. You're
goin' against the plan
(beat)
But we can make it work.

END OF ACT THREE
Act Four

EXT. CREEPY HOUSE - NIGHT

To establish. An old house, no lights in the windows. Creepy.

INT. CREEPY HOUSE - ENTRYWAY - NIGHT

Buffy enters through the creaky unlocked front door of the house into a dusty living room.

BUFFY
Hello? Spike?

She walks through the room, full of slightly old decor. A plate of dusty cookies and a tea set are sitting out on the coffee table, as if tea was interrupted days ago. A hungry looking cat is hunched over the cookie plate, eating.

Buffy is looking back at the cat as she moves farther into the room. When she turns her head back to the front again, SPIKE IS DIRECTLY IN FRONT OF HER. (classic horror movie cheap startle.)

SPIKE
I did some bad things here.

INT. CREEPY HOUSE CELLAR - NIGHT

We're looking up the rickety old open stairs as Spike climbs down into the cellar.

SPIKE
Down here.

He looks back up the stairs.

SPIKE (cont'd)
(hurt)
You won't come down? I understand.
Risky proposition.

ANGLE ON BUFFY, hesitating at the top of the stairs. She slowly follows him down. She holds a stake. As she comes down, the FIRST, still looking like Spike, joins Spike at the bottom of the Stairs.

SPIKE/FIRST
(to Spike)
There's an order. Slayer's not in
order. But it doesn't hurt to play.
Get your claws in the mouse, y'know?

Spike mutters at the First through clenched teeth.

SPIKE
You're not here.

Buffy arrives at the bottom of the stairs. She looks at Spike, clearly not seeing the First standing next to him.

BUFFY
All right. So what do you need to
show me?

We yet our first look at the cellar. We recognize the place as the same area where Spike was digging. There are shelves with jars of preserves against the walls.

SPIKE
I've... I've been remembering. A
girl. I walked her home. The one
you saw. And the one before that...

The First steps back, behind Spike, letting them talk.

SPIKE (cont'd)
And I think I killed her. And I
think I... I think I killed the lady
that lived here. And, and there
might be others...

BUFFY
(shaken)
Spike.

SPIKE
Over here. I think I buried them
here.

Spike moves to a corner, revealing a disturbed area of dirt, a shovel leaning against the wall...

BUFFY
Oh God, Spike. Why?

He looks at her, frustrated.

SPIKE
Well I dunno, do I? Don't even know
how. I shouldn't be able...

SPIKE/FIRST
(overlapping, singing)
"I'll be seeing you in all the old
familiar places/that this heart of
mine embraces..."

Spike breaks off, listens to the song.

BUFFY
What is it?

Spike turns away from her, looking back toward the First, who continues to sing. When Spike looks back at Buffy he's in VAMP-FACE. He lunges at her!

BUFFY (cont'd)
Spike!

The First stops singing now, the damage done.

Spike wrenches the stake from Buffy's hand and throws it away Viciously... it crashes into one of the shelves, breaking jars.

Buffy backhands Spike across the room. He's up and he's holding a big pointed shard of glass from the broken jars.

BUFFY (cont'd)
What are you doing?

He dives at her, slashing with the glass. She throws up a defensive arm, and HE CUTS HER -- upper arm, near the shoulder.

Buffy grabs him and slams him to the ground. They grapple there. An even fight.

BUFFY (cont'd)
(through the effort)
Spike. Listen to me. You don't want
to do this.

The First watches, relaxed and amused.

SPIKE/FIRST
And it's just about to get fun...

Buffy and Spike are still tangled in battle on the floor when she looks over to see:

A HAND bursts through the cellar floor. A VAMP sits up, the dirt of its makeshift grave rolling off it.

The ground nearby shifts and cracks as others come through.

BUFFY
Oh god.

Buffy SLUGS SPIKE, snapping his head back and stunning him long enough for her to untangle herself and leave him where he is. She makes a dash for her stake, which lies against the wall.

FOUR VAMPS are out of the ground now. They surround Buffy, preventing her from getting to her stake. She's braced, looking at the phalanx of vamps.

BUFFY (Cont'd)
How many are there? Spike, how many
did you make?

Spike sits up and looks, dazed, at what's happening. The First bends over toward Spike.

SPIKE/FIRST
(to Spike)
You know what I want you to do.

Spike stands up, zombie-like, and joins the other vamps in the ring around Buffy.

The ground continues to shake as two more VAMPS struggle to break through.

We're close on Spike. He watches as a hand breaks through the dirt. Reacting to the sight:

We go into a series of brutal FLASHBACKS: THE SONG PLAYS UNDER THEM:

-Spike, VAMP-FACED, in this house, on that sofa upstairs, tearing into the neck of the OLDER LADY who lived here.

-Spike, VAMP-FACED biting a MAN in an alley.

WE COME OUT OF THE FLASHBACKS to see Buffy begin her fight in the cellar against the vamps. She PUNCHES one of them, SPINS and LEVELS ANOTHER WITH A KICK.

The remaining vamps close in. She throws them off with kicks and punches.

Spike is in the melee, attacking with the rest of them.

Eventually TWO VAMPS GRAB HER FROM BEHIND, HOLDING HER ARMS. She kicks and struggles.

CLOSE ON SPIKE, WATCHING. The First is right at his ear.

SPIKE/FIRST (cont'd)
They're waiting for you. Taste her,
take her, make her weak.

Spike steps toward where Buffy is held, struggling, between the two strong vamps. SPIKE BENDS OVER HER even as she keeps struggling.

BUFFY
Spike! No!

Spike notices the blood on her arm where he cut her.

He bends over further, licks it, tasting it... He closes his eyes, reacting to her blood, which sends us:

BACK INTO FLASHBACKS:

-Spike, VAMP-FACED, biting a GIRL against a wall in the Bronze. She struggles. People swirl around them, not noticing.

-Spike, CLEAN-FACED, carrying a dead body through the darkened and empty Sunnydale main street.

OUT OF FLASHBACKS.

Spike is still bent over captive Buffy. But his face is NON- VAMPED.

SPIKE/FIRST
(to Spike)
Help your children.

Close on Spike's confused eyes. He's rocked by...

MORE FLASHBACKS:

-Spike, CLEAN-FACED digging in this basement, two dead bodies lying nearby.

-Spike, VAMP-FACE dripping with blood, up tight against the neck of an unidentified victim.

BACK OUT OF FLASHBACKS.

SPIKE
I remember.

Spike is still at Buffy's neck. He pushes back from her, diving to one side, rejecting the whole scene. He collapses against a wall, pulling himself in as small as he can, lost to the world...

Buffy ducks to the ground, breaking the grip of the vamps who hold her. She flails out with one hand, manages to grab SPIKE'S SHOVEL.

She beats at the vamps brutally with the shovel... driving them back.

With one fierce blow the shovel part SNAPS OFF... leaving Buffy with the handle... That's one big stake.

Buffy pivots and lunges with the huge stake. She takes out one vamp, a second... they DUST AROUND HER.

Spike is still curled into his fetal ball. The First is at his ear. (We bear more vamps dusting o.s.)

SPIKE/FIRST
You failed them Now she's gonna
kill you. You lose, mate.

Buffy stands in a swirl of vamp-dust. Only ONE VAMP is left, partially out of her grave... A HAND PROTRUDES.

Buffy grabs the hand, pulls the vamp up -- it is the OLDER LADY VAMP (owner of the house) -- Buffy stakes her.

BUFFY
Sorry, ma'am. It's my job.

Buffy turns around, looking for more trouble. But all that is left in the room is Spike, huddled against a wall, broken. Buffy, still holding the shovel handle, goes to him. The First is nowhere to be seen.

SPIKE
Do it fast, all right?

Buffy stands, coiled and emotional, still holding the handle, over Spike, looking down at him.

SPIKE (cont'd)
He said you'd do it.

Spike starts to cry.

BUFFY
(tense)
Who said?

SPIKE
Me. It was me. I saw it. I was
here the whole time. Talking. and
singing. There was a song...

BUFFY
What are you talking about?

Spike's cries are deeper...

SPIKE
I don't know. Please, I don't
remember. Don't make me remember.
(called to empty space)
Make it so I forget again! I did
what you wanted!

Buffy looks around...

BUFFY
(getting it)
There's something here.

Buffy throws the handle across the room... she won't be staking Spike.

SPIKE
No, please... I need it. I can't cry
this soul out of me. It won't come.
And I... killed... And I feel it...
I feel every one of them...

Buffy kneels next to Spike, tries to get him to look at her.

BUFFY
Something's playing with us, Spike.
All of us.

Spike looks at her with wet eyes.

SPIKE
What is it? Why is it doing this to
me?

BUFFY
I don't know.

Spike takes hold of Buffy's shoulder, clings to her, cries on her...

SPIKE
Help me. Can you help me? I don't
know why I did this. Or how I did
this. And I'm... I need help.

Buffy holds him, although she looks mighty freaked herself. And simply:

BUFFY
I'll help you.

Another ANGLE, revealing the SPIKE/FIRST watching calmly from across the room as Buffy continues:

BUFFY (cont'd)
We'll find out what's doing this and
we'll stop it.

INT. SUMMERS' HOUSE - NIGHT

Spike is wrapped in a blanket, in a chair in front of the fireplace. He stares, unseeing, into the fireplace (there's no fire there.)

Xander, Dawn, Willow, Anya and Buffy are over in the research area, looking nervously over at Spike. Buffy has a bandage on her arm where Spike cut her in the cellar.

XANDER
And you believe him?

BUFFY
You didn't see him down there. He
really didn't know what he'd done.
Like it wasn't in his control.

ANYA
Oh, an out-of-control serial killer.
You're right, that is a great house
guest.

DAWN
Wait. Is he... is he staying here?

BUFFY
Maybe. I'm not letting him Out of my
sight. That is for sure.

WILLOW
Buffy, he's been feeding. On human
blood. That's gonna do stuff...

ANYA
He's not done being dangerous.
Buffy, you keep him around, you're
taking on a huge project.

XANDER
But it'll be fun. No wait, I mean
it'll get us all killed.

BUFFY
I'm not keeping him around just to
help him. I think... I think there
was something there. Talking to him.
Making him do things.

WILLOW
Something like what talked to us?

BUFFY
Yeah, maybe. And if it is the same
thing, it's been screwing with Spike
big time.

XANDER
So you want him around because...

BUFFY
Look, something evil is working us.
If we're going to have a chance
against it, we'll have to learn
everything we can about it. This
thing has been closer to Spike than
any of us.

WILLOW
(getting it)
So if you want to understand it-

BUFFY
I'm going to have to get close to
Spike.

XANDER
It's too dangerous.

BUFFY
I don't have a choice. What ever
this thing - "From beneath us" is -
it's bad. And it's only getting
worse.

INT. LONDON FLAT - LIVING AREA - NIGHT

We're on Nora's body, still dead, where we last saw it.

We hear FRANTIC POUNDING AT THE DOOR.

THE DOOR IS KICKED OPEN, revealing GILES. He hurries in. He sees Nora.

GILES
Dear God.

Giles kneels by her, feels for a pulse, quickly ascertains that she's dead. Giles stands up and scans the room.

GILES' POV. The room looks empty. I mean, furniture and stuff, but no other people.

Giles steps forward cautiously.

GILES (cont'd)
Robson? Are you here?

GILES' MOVING POV - as Giles steps forward, Robson's limp motionless hand comes into view from where it was blocked in Giles' previous position.

Giles hurries to the side of Robson, who lies bleeding on the ground, head propped up against the base of a chair, near the phone. His eyes are closed. He looks very dead.

GILES (cont'd)
(dirty murderers)
You too.

Giles kneels down next to Robson.

Close on Giles as he bows his head, closes his eyes... a silent prayer for a fallen brother. A beat, then Giles opens his eyes and looks down to see:

ROBSON STARING UP AT HIM.

Giles reacts.

GILES (cont'd)
Dear God, Robson. I thought...

Robson struggles to remain conscious. He barely manages:

ROBSON
Gather them.

GILES
What?

ROBSON
It's started.

Robson closes his eyes.

GILES
It's alright. I understand. I'll
take care--

A DARK FIGURE, we don't get a good look, steps into frame behind Giles and SWINGS A DOUBLE-BLADED EATTLE AXE AT THE BACK OF GILES'S HEAD.

BLACK OUT.

END OF SHOW

OMITTED