Bring on the Night

November 1, 2002 (WHITE)

Written by: Marti Noxon and Douglas Petrie

Teaser

FADE IN:
INT. SUMMERS' HOME - LIVING ROOM - NIGHT

The living room still shows a ton of evidence of the attack of The Bringers. However, the place has been righted enough that the gang can get down to research. It's clear that the night has been spent working hard and people are anxious and tired...

ANYA is on the couch, surrounded by mystical texts. DAWN has cleared a place for herself on the floor. WILLOW is at the table on the computer, BUFFY sits across from her. ANDREW, who fainted in the big fight at the end of Nine, is still out. He's tied up to a chair in a corner. XANDER sweeps glass and debris up from the floor, contemplates the busted windows everywhere...

XANDER
It's a loop. Like the mummy hand.
I'm doomed to replace these windows
for all eternity.
(then)
Maybe we should just board these up
until things are less Hell-mouthy.

Anya throws a book down, frustrated.

ANYA
Nothing.
(re: other books)
And nothing. And the Cliff Notes to
nothing. Nothing abridged...

WILLOW
Yeah, my searches aren't turning
anything up either.
(to Buffy)
Are you sure this thing called itself
The First?

BUFFY
Pretty sure. It claimed to be the
original evil, the one that came
before everything else-

ANYA
Please. How many times did I hear
that line in my demon days. "I'm so
rotten they don't even have a name
for it... I'm baddy bad bad bad.
Does it make you horny?"
(off their looks)
Or terrified. Whatever.

BUFFY
It wasn't a line. When I came up
against this thing before... I felt
it. It was ancient and... enormous.
It nearly got Angel to kill himself.
(grim)
And if we don't rescue Spike soon,
who knows what else The First will
get him to do.

XANDER
(re: Andrew)
I wish Sleeping Ugly would come to.
He's been out all night.

ANYA
Yes, he was just starting to squeal
when the spooky swat attacked. Said
The First was holed up at the Seal of
Dan... Zal... Something.

Dawn gets up, moves to Andrew.

DAWN
Maybe he's just faking so he doesn't
have to answer any more questions.

Dawn SLAPS Andrew. Hard. Nothing happens.

DAWN (cont'd)
(simply)
Or maybe he's in a fugue state.

She reaches back to hit him again, but Buffy stops her with-

BUFFY
Dawn-

DAWN
What?

Buffy looks tired, stressed.

BUFFY
Just - he'll come to when he comes
to... Keep reading, okay? If we
want to help Spike, we need to know
how to fight this thing.

Dawn goes back to her place on the floor, disgruntled.

DAWN
(mutters)
Anya gets to hit him.

WILLOW
(excited)
Here's something!

Buffy and the others look up.

WILLOW (cont'd)
The First-
(not so excited)
Bank of Delaware.
(then)
Sorry.

CLOSE ON BUFFY

Who looks disappointed, tosses the book she's holding into a discard pile.

BUFFY
Hand me the Watcher's Codex again?

A WOMAN'S HAND COMES INTO FRAME WITH A BOOK. Buffy takes it. Not really paying attention.

JOYCE (O.C.)
Can I get you anything else, honey?
How about some tea?

Buffy reacts to the voice. Turns.

REVEAL JOYCE

Standing over Buffy at the table. Smiling at her lovingly. A beat as Buffy looks happily stunned to see her-

BUFFY
Mom?

But then her expression closes.

BUFFY (cont'd)
You're not real.

Joyce reacts completely naturally. Bemused.

JOYCE
Okay. Is that slang, like - "you're
not for real?" Or-

BUFFY
You're The First.

Now Joyce looks concerned. She speaks with genuine compassion. Buffy tries not to give into it - but it's hard.

JOYCE
You're so tired, baby. You're not
making sense. Maybe you should get
some sleep-

BUFFY
No-

JOYCE
You can't win against this thing.
Not if you don't rest.

BUFFY
Stop. Stop being like this. It's
a lie.

JOYCE
I don't want to scare you. But I
want you to take care. You need to
wake up.

BUFFY
What?

XANDER (O.C.)
You're dreaming.

SMASH CUT:

INT. SUMMERS' HOME - LIVING ROOM - NIGHT

CLOSE ON BUFFY

She's asleep at the table, head on her arms. Everything else is exactly as it was in the previous scene. Willow is next to her, Andrew is tied up and unconscious in the corner, etc. Except Joyce is gone and Xander stands over Buffy, shaking her gently.

XANDER
Wake up, Buff.

Buffy's eyes open. She sits up, disoriented.

BUFFY
Did you see it?

XANDER
There's nothing to see. You were
doing a little dream talking, that's
all.

BUFFY
Oh.

XANDER
You okay? What did you see?

A beat. Buffy looks haunted, but she tries to shake it off.

BUFFY
Nothing.
(then)
It was nothing.

CUT TO:

BLACK

We hear the SOUND OF A BODY BEING DRAGGED ALONG A DIRT FLOOR.

INT. UNDERGROUND CAVERN - DAY

SPIKE'S POV:

SPIKE'S eyes flicker open and he sees that he's being yanked along the floor of an underground cavern by THE UBERVAMP. The cavern is LIT BY A FIRE THAT BURNS ON THE GROUND, and he can see glimpses of THE BRINGERS, as they do the ritual chanting that we saw them do way back when in AMENDS.

ON UBERVAMP:

As he tosses Spike into a corner. He looks dreadful. He's white as a sheet, all the blood drained from him - and the cuts we saw inflicted upon him in the last episode are far from healed.

The Ubervamp starts pacing the cavern, agitated.

SPIKE/FIRST (O.C.)
Go on, give him a kick then.

Now we see that THE FIRST is present in the form of Spike in all his WILLIAM THE BLOODY GLORY. Long coat, twisted grin... He turns his attentions on the actual SPIKE now.

SPIKE/FIRST
Always liked that, didn't you?

The First steps forward and MORPHS into DRUSILLA.

DRUSILLA/FIRST
Kick a dolly when he's down. That
was your style.

The Ubervamp brutally kicks Spike, then returns to pacing. Drusilla/First smiles, nods to the Ubervamp.

DRUSILLA/FIRST (cont'd)
Has buckets of energy, poor dear.
Been layin' in wait for his moment.
Since before the bug walked.
(to Ubervamp)
There, there, pet. Soon as the moon
comes, you'll have your carnage.
Little girls tear so easily... Like
pink paper...

Spike tries to sit up, to gather himself, but he's too wasted. He falls back. Drusilla/First gazes at him, dispassionately.

DRUSILLA/FIRST (cont'd)
'Til then - we'll have our way with
this one. Got it coming, he does.

The Ubervamp's eyes grow murderous. He turns toward Spike.

OFF SPIKE

As the Ubervamp approaches, blocking out Spike's broken form.

BLACK OUT.

END OF TEASER
Act One

INT. SUMMERS' HOME - LIVING ROOM - DAY

CLOSE ON ANDREW

Still passed out. Then a bunch of WATER SPLASHES IN HIS FACE. He reacts a tiny bit, then slumps again.

REVEAL

ANYA and DAWN watching him intently - Anya with an empty cup in her hand They're alone in the living room at the moment.

ANYA
That was something.

DAWN
Maybe if you threw hot water on him.

ANYA
Good thinking.

They both abruptly head out of the room, but Buffy steps in, changed into fresh clothes. Both Anya and Dawn immediately fall onto the couch, trying to look nonchalant.

DAWN
Nothing.

BUFFY
What?

DAWN
(thrown)
Oh - I thought you were going to ask
what we were doing-

BUFFY
No, I-

Buffy's interrupted by ANDREW'S SPUTTERING COUGH as he wakes. Anya and Dawn JUMP up from the couch, move to Andrew.

DAWN
Look who's awake!

ANYA
Silly Andrew you drooled all over
yourself.

Buffy looks at them both suspiciously. But Andrew distracts her-

ANDREW
I'm - I was about to be dead,
(to Buffy/awed)
You saved me.

BUFFY
For the time being.
(super menacing)
But if you don't tell us what we need
to know - I'm going to offer you to
The First on a platter and let him
chop you into tiny pieces.

PUSH IN ON ANDREW, looking scared. Like he's going to talk. But then he stops. Confused.

ANDREW
The first what?

Now the whole thing devolves. Gets real chatty.

ANYA
It's the name of the evil thing that
pretended to be Warren and got you to
kill Jonathan.

ANDREW
Ah.
(then)
Not very ominous sounding.

DAWN
It is if you understand the context-

ANDREW
No, an evil name should be, like, Lex
or Voldemort or-

BUFFY
(fed up)
Hey. I was intimidating here.

ANDREW
Oh - sorry. Go ahead.

BUFFY
Forget it. Where's the Seal?

INT. SUNNYDALB HIGH SCHOOL - BASEMENT - DAY

Andrew now leads Buffy, Dawn and Xander through a tunnel in the basement. Andrew's clearly jumpy.

ANDREW
It's around that corner. I think.

BUFFY
Better be right this time.

ANDREW
I told you I wasn't sure-

XANDER
Maybe you should get sure. I'm sick
of the-

Xander stops as they turn a corner. The Seal lies in the pit in front of them, but THE FIRST, SPIKE and THE UBERVAMP are long gone.

XANDER (cont'd)
Whoa. Check out the goat-heady
badness.

BUFFY
What does it do?

ANDREW
I don't know. Something not good.
It didn't work 'cause...
(re: Jonathan/guilty)
There wasn't enough blood-
(tries to leave)
Okay.

BUFFY catches him with a hand. Not so fast.

DAWN (O.C.)
There's blood on this. Lots.

REVEAL

Dawn standing near the CREEPY DEVICE THAT SPIKE WAS STRAPPED TO IN EP. NINE.

DAWN
Looks like The First made another
Sacrifice. Or a music video.

Buffy looks worried by this new revelation.

BUFFY
The Seal could have been activated.
Maybe that's what The First wanted
Spike for.

ANDREW
(panicky)
That was not there before. I had
nothing to do with that.

XANDER
Thanks for clearing that up. 'Cause
otherwise we might have thought you
were up to no good here at the
satanic manhole cover.
(then)
You killed your best friend.

Andrew deflates. His remorse clear.

ANDREW
He's in a place of joy and peace. He
told me.

XANDER
No. Nobody told you. You got
tricked by a fake ghost-

BUFFY
Guys-

Buffy tosses one of the SHOVELS that Andrew and Jonathan used to uncover the Seal in their direction.

BUFFY (cont'd)
Can we save the encounter session?
We need to cover this thing up.
Whatever it does, we can't leave it
exposed like this.

A beat. Xander picks up the shovel and hands it to Andrew. Andrew reluctantly joins Buffy in filling in the pit.

INT. SUNNYDALE HIGH - BASEMENT - ANOTHER AREA - DAY

It's a little bit later. Andrew, still holding his shovel, and Xander walk ahead of Dawn and Buffy, who also carries her shovel. They are all dirty from re-filling the pit.

ANDREW
Man, this place gives me the creeps.
It's like in Wonder Woman, issue 297-
299-

XANDER
(a reflex)
"Catacombs" Yeah. With the
skeleton.

XANDER
That was cool
ANDREW
That was cool.

Andrew looks at Xander with surprise - gets a "one of us" look on his face. Xander tries to pretend like he didn't just massively geek out.

XANDER
This way. Move it.

Xander gives Andrew a manly shove toward the stairs.

ANGLE ON BUFFY AND DAWN

Who are lagging behind. Buffy looks stressed.

DAWN
So what next? We found the Seal but
no Spike...

BUFFY
I'm not sure. The First was camped
underground last time I found it, but
who knows-

Dawn and Buffy both startle as PRINCIPAL WOOD emerges from another corridor, A DIRTY SHOVEL OF HIS OWN over his shoulder.

PRINCIPAL WOOD
Buffy

BUFFY
Hey-

They eye each other. And the shovels. An odd beat.

PRINCIPAL WOOD
I thought you were-

DAWN
Sick! She was. Vomiting and...
oozing from various places. And-

PRINCIPAL WOOD
I remember. Please don't go on.

DAWN
But now - it's amazing. The doctor
gave her some-

BUFFY
Pills.
DAWN
Cream.

BUFFY
Anyway I'm all better now.

Buffy eyes Principal Wood's shovel again. He notices.

PRINCIPAL WOOD
Oh - yeah. Somebody left it in the
courtyard. I was just returning it.

BUFFY
That's some full service Principal-
ing. Wow.

PRINCIPAL WOOD
I try.

Now Wood looks at Buffy's shovel. Waits.

BUFFY
Oh. And... I was just down here
helping Dawnie with her project.

DAWN
For science.

BUFFY
We buried a... time capsule.

DAWN
Hello people of the future! Kids now
like Red Bull and Jackass!

BUFFY
Okay. We'd better go.

They start to move off. But Wood stops them with-

PRINCIPAL WOOD
Buffy. If you are feeling better -
I'd like you back at work. I've been
wait-listing students who want to see
you.

BUFFY
(genuine)
Right. Sorry about that. I've just
been ill and... stuff.

PRINCIPAL WOOD
It's fine. I understand. But things
are backing up.

BUFFY
No problem. I'll be back tomorrow.
One-hundred percent ooze-free me.

PRINCIPAL WOOD
Good.

And they all move off. Principal Wood and Buffy look back at each other - suspicious. What was that all about?

OMITTED

INT. SUMMERS' HOME - DINING ROOM - DAY

Xander moves into the dining area, where the shades are drawn and candles light the room. Willow sits at one end of the table, setting up a locator spell. Anya's helping her. Dawn does research on her laptop.

Buffy paces anxiously at the other end of the table. Xander approaches her while Will and Anya start the spell in the background.

XANDER
How's it going?

BUFFY
Dawn's trying to find anything she
can on the Seal of Danzalthar and
Will's going to do a locator spell,
see if she can find The First.

Xander sees Buffy's agitation.

XANDER
Why don't you go get some rest?
You've been up for, like, two days.
We'll call you if we find anything.

BUFFY
I couldn't sleep. Too much going on.

XANDER
It'll be okay, Buff. We've faced
this kind of stuff before.

BUFFY
You didn't see The First. I did. I
felt it. This thing is-

WHOOSH!

There is AN EXPLOSION from the area where the spell is being done. It sends ANYA flying. WIND FILLS THE ROOM and things SCATTER EVERYWHERE.

CLOSE ON WILLOW

Who holds onto the table as the smoke from the spell TWISTS INTO HER NOSTRILS. Will rears back and SCREAMS as her EYES AND HAIR GO BLACK. She EXHALES and the GIANT FORM OF THE FIRST, in it's true appearance (the form it took in AMENDS) emerges from her mouth. Then immediately gets sucked back.

BUFFY (cont'd)
Will!

Willow whips around and BLASTS BUFFY ACROSS THE ROOM with MAGIC. Speaks in a demonic voice (the voice of The First.}

WILLOW/ FIRST
You only make me stronger.

CRASH! Xander, unnoticed by Willow/First, has snatched the bowl that held the spell ingredients and SMASHED IT against the wall. Just as suddenly as everything started - it all GOES BACK TO NORMAL. Will's eyes and hair - everything.

A stunned beat. Then Willow's legs give out. She falls to the floor, freaked - near tears. Buffy and the others rush to her.

BUFFY
Will-

WILLOW
(panicky)
I feel it. It's still in me...

Buffy holds Willow tightly, trying to calm her.

BUFFY
It's not, it's gone. You're okay.

WILLOW
I don't want to hurt anybody, Buffy.
Don't let it make me. Oh, God...

BUFFY
I won't. You're okay. We just, we
won't use magic to fight this thing.
Not until we know what we're doing.

WILLOW
I can't. I can't. I'm sorry...

Off BUFFY, fear and anger playing across her features.

INT. SUMMERS' HOME - FOYER - DAY

A bit later. Buffy, ready for a fight, prepares to leave. Straps a weapon on. Everybody's upset, watching her.

XANDER
At least let me come with you.

BUFFY
I'm going alone.

XANDER
You said yourself you don't know how
to fight The First. Or even where it
is.

BUFFY reaches for the door-

BUFFY
It's out there - and it's hurting my
friends. I'll find it-

She stops. Stunned. GILES stands in the doorway.

GILES
Buffy.

BUFFY
Giles?

Buffy steps forward, about to hug him, but she's stopped when THREE YOUNG GIRLS move into the house.

They are MOLLY, ANNABELLE AND KENNEDY. And they are all potential Slayers.

MOLLY, 14 or 15, is a Brit of East Indian heritage. She's cute, pudgy.

Her style is very "Ghost World." Pigtails and a miniskirt, ripped stockings, a lunch box for a purse...

ANNABELLE, 16, is a sleek, athletic upper-class Brit. She's a bit of a snob. Very into her training, a tad humorless.

KENNEDY, 19, the oldest of the bunch. She's tough and wry - takes all the mysticism associated with the Slayer gig with a serious grain of salt.

MOLLY
(to Buffy)
Nice place. Bit of a mess.

Kennedy looks at Buffy, unimpressed.

KENNEDY
This is the Slayer? Huh.

The girls blow past her. Buffy looks to Giles, double stunned now. He responds, a tad wry.

GILES
Sorry to barge in. I'm afraid we
have a slight apocalypse.

END OF ACT ONE
Act Two

INT. SUMMERS' HOME - LIVING ROOM - DAY

It's a few moments after the act break and everyone is gathered in the living room. Buffy, Willow, Xander, Anya, Dawn, Giles and his charges - three Potential Slayer girls.

Oh - Andrew's still tied up in the corner.

The mood is somber - Giles has some splain'n to do.

(NOTE: It is VERY important that GILES not touch or be touched by anything. He can walk and talk - but he can't fiddle or cuddle or caress. Got it?)

DAWN
(re: girls)
They're all Slayers?

GILES
Potential Slayers. Waiting for one
to be called.
(then)
There were many more like them, all
over the world. Now there's only a
handful - and they're all on their
way to Sunnydale.

Buffy's expression grows dark. This is what she's been seeing in her dreams

BUFFY
The others were murdered.

FLASH!

We see the GIRL FROM ISTANBUL (EPISODE ONE) get stabbed.

GILES (O.C.)
In cold blood.

FLASH!

Now the GERMAN GIRL (from EPISODE TWO) meets the same fate.

NOW WE'RE BACK IN THE LIVING ROOM.

GILES
As well as their Watchers.

FLASH!

We hear GILES OVER images of Robson, as he finds his dead charge, but we do not see the attack by the Bringers (FROM EPISODE EIGHT.)

GILES (O.C.)
We all feared this day would come.
When there'd be an attack, not just
against an individual slayer, but
against the whole line...

AGAIN, WE'RE BACK ON GILES IN THE LIVING ROOM.

Buffy looks to Giles - getting it.

BUFFY
The First - that's what it wants.

GILES
Yes. To erase all the Slayers-in-
training and their Watchers, along
with their methods...

BUFFY
And then Faith. Then me. And with
all the potentials gone, and no way
of making another...
(then)
It's the end. There's no more
Slayer. Ever.

A collective chill runs through the group Then-

WILLOW
(to Giles)
We haven't been able to find anything
on The First. No documentation.

GILES
That's because it pre-dates written
history... And it rarely shows its
true face. The only record of it I
know was in the library of the
Council.

ANYA
What about the Council? What do they
say about this?

GILES
Gone.

WILLOW
What?

GILES
Obliterated. They were in session...
There was an explosion.

A beat as the Scoobies take this in, stunned. Then-

WILLOW
So all the records are destroyed?

Giles looks to ANNABELLE.

GILES
Annabelle-

Annabelle steps forward, pulls some files and books from her backpack. Puts them on the coffee table.

GILES (cont'd)
That's what's left. The mystic
secrets of The Watchers, and whatever
I could find on The First.
(off their surprise)
When I learned what was happening,
I... stole these.

ANYA
And blew the Council up? See, that's
what happens when you're all stuffy
and repressed - you over-react.

GILES
Not - I didn't... It must have been
an agent of The First, after my
little burglary session.
(then)
The knowledge in the files had to be
protected. There wasn't time for
bureaucracy or debate, but the
Council knows no other way.

ANDREW (O.C.)
And it cost them their lives!

Everyone turns to see a forgotten Andrew, tied up in the corner. He's totally caught up in the story. Enthralled.

ANDREW
Go on.

BUFFY
Can we gag him?

Xander obliges as the talk continues.

BUFFY (cont'd) (to Giles)
What do the records say about The
First?

GILES
Very little. It can change form, but
only appears in the guise of people
who've passed away.

WILLOW
Our "ghosts."

GILES
Also, it's not corporeal. It can't
touch or fight on it's own. It works
through the people it manipulates and
its followers, The Bringers-

Kennedy pipes up now. Clearly the boldest of the three Slayerettes.

KENNEDY
Those freaks in the black robes.

Now Molly jumps in too.

MOLLY
Yeah. With the hoodies and the crazy
alphabet eyes.
(shy again)
I didn't see. I just heard that-

ANNABELLE
(embarrassed)
Shhh. Molly. Mr. Giles doesn't need
us prattling on...

Molly shuts up, but glares at Annabelle. Giles looks weary. Then-

GILES
The First is unlike anything we've
faced before. There's evil, and then
there's the thing that made evil...
The source.

BUFFY
And that's what this claims to be?

GILES
That's what it is. It has eternities
to act, endless resources. To defeat
it...
(at a loss)
Honestly, I don't know...
(then)
but we have to find a way. If the
Slayer line is eliminated, then the
Hellmouth will have no guardian. The
balance will be destroyed... It falls
to you, Buffy. We'll do what we
can - but only you have the strength
to protect these girls - and the
world - against what's coming.

A beat as Buffy takes this in. A new weight on her.

XANDER
But no pressure.

KENNEDY
That's it? That's the plan?

Everybody turns to Kennedy.

KENNEDY (cont'd)
(to Buffy)
I don't see how one person, even a
Slayer, can protect us. I saw what
those Bringer guys can do. They tore
my Watcher apart-

GILES
Of course, we'll use all our
resources, but-

KENNEDY
And if this thing is the root of all
Evil, isn't the Hellmouth it's number
one vacation spot? Don't you think
we should be hiding our asses away on
the other side of the globe?

ANNABELLE
Kennedy-

BUFFY
No, she's not wrong. We should have
more muscle. That's why we have to
find Spike.

ANYA
Yeah, he'll help. If he's not crazy.
Or killing people. Or dead. Or, you
know, all of tile above.

Off Buffy, who takes this in, worried.

INT. UNDERGROUND CAVERN - DAY

WE ARE UNDER WATER

We see SPIKE STRUGGLING AS A HAND HOLDS HIM UNDER. The water is green, murky, and he fights and fights... But loses. His body goes still. Silent. Almost peaceful.

NOW WE'RE ABOVE GROUND

And we see that THE UBERVAMP: is holding SPIKE beneath the surface of a filthy pool of water that bubbles at the surface of the cavern. He tosses Spike's body from the water, and it hits the floor with a sick wet SPLAT. Lies there.

Drusilla/First watches from a distance, pleased. Speaks to the UBERVAMP:.

DRUSILLA/FIRST
That's why our kind make such good
dollies.

Spike suddenly SPUTTERS TO LIFE. He coughs up water, then gasps horribly - fighting to get the water out of his lungs.

DRUSILLA/FIRST (cont'd)
Hard to kill.

Spike stares at Drusilla/First, trying to find his breath but it won't come.

DRUSILLA/FIRST (cont'd)
Tried to enlighten little Buffy,
didn't you? Spilled our secrets like
seed...

Now Dru gets close, nearly whispers.

DRUSILLA/FIRST (cont'd)
But you forgot. I say what you tell,
and what you know. I say when this
is over.
(menacing)
And I'm not done with you yet, not
nearly.

She nods to the UBERVAMP, who violently shoves Spike back in the water - to be drowned all over again.

EXT. SUNNYDALE MAIN STREET - NIGHT

Giles and Buffy move down Sunnydale's main street, which is decorated for CHRISTMAS.

GILES
(confused)
This place, where you last saw The
First, you say it was in a Christmas
tree lot?

BUFFY
Under it. There was a hidden cavern,
happened to be under a tree lot.
Those Bringer guys were doing some
kind of ritual.

A beat. Buffy looks at Giles, vulnerable - shaken.

BUFFY (cont'd)
Giles. This is bad, isn't it? I
mean, a new kind of bad.

GILES
(nods)
Just in time for Christmas.

Buffy looks around at the decorations. At the happy folk doing their shopping - oblivious to the big bad around them.

BUFFY
I didn't even realize it was
December. Maybe when we get home we
should decorate the rubble.
(then)
You think you'll ever show up for a
real visit? The kind where the world
isn't about to end?

They both smile a little sadly.

GILES
If we survive this, I promise to.

BUFFY
Good. 'Cause I miss you.

GILES
I miss you too.

They walk on in silence.

INT. BUFFY'S LIVING ROOM/DINING ROOM/KITCHEN - NIGHT

This is a BIG ASS ONER, meant to convey the heavy activity in the Buffy-verse now that it includes three wouldbe Slayers (and one hostage.) We start in the living room. Xander is boarding up the windows. Andrew is watching him. Ungagged now.

ANDREW
So, how long have you followed Buffy?

XANDER
I don't "follow" her. She's my best
friend.

ANDREW
(not buying it)
Huh.
(then)
She seems like a good leader. Her
hair is shiny.
(then)
Does she make you stab things?

Now WE PICK UP WILLOW and KENNEDY. Willow is just finishing making the sofa up as a bed, and is then on the move with an armful of linens. Kennedy follows her. We move with them as they head out of the living room and toward the stairs.

WILLOW
Annabelle can sleep here, Molly can
sleep in Dawn's room-

KENNEDY
Not if Dawn actually wants to sleep.
Molly'll talk her ear off.

WILLOW
Okay, then Molly down here, you with
Dawn and Annabelle with me.

KENNEDY
Bad idea. Annabelle snores.

WILLOW
(exasperated)
You want to do the sleeping
arrangements?

Kennedy grabs the linens.

KENNEDY
(a little flirtatious)
Okay. You better not hog the covers.

This stops Will. She doesn't quite know what to say. Kennedy grins and continues up the stairs. Will, thrown, turns, encounters DAWN, who's just come out of the KITCHEN. She's got an apron on and kinda looks a mess. Dawn indicates Kennedy.

DAWN
Does she wanna eat?

WILLOW
What? Huh? She's - she's new.

DAWN
Well Annabelle and Molly are starved
and I totally burned the mac and
cheese.

They move through the dining room toward the kitchen, Willow still very thrown by new flirtiness.

DAWN (cont'd)
Ah, I'll add some hot sauce and tell
them it's an American thing. Say
it's blackened.

NOW THEY ENTER THE KITCHEN

Where Anya's DUMPING OUT THE MAC AND CHEESE. Molly goes through the cabinets and Annabelle reads the label on some cereal.

WILLOW
Or we can order a pizza.

ANNABELLE
As long as it's plain. I'm veggie-

MOLLY
Daft, you mean-

ANNABELLE
Just because you'll eat any kind of
trash-

She's stopped by Molly's happy exclamation.

MOLLY
Brill! Biscuits.

Molly pulls a package of COOKIES from a shelf. Starts munching. Looks to Dawn.

MOLLY (cont'd)
You don't mind? I have a case of the
nerves after Mr. Giles' lecture.

DAWN
Knock yourself out.
(takes a cookie)
I feel a cookie problem coming on
myself.

Dawn holds the cookies out and all the girls give up on the dinner idea. Chow down.

13 THRU 16 OMITTED

EXT. DIRT LOT - NIGHT

Buffy and Giles wander the dirt lot where the Christmas tree lot used to be.

GILES
So there was an entrance to the cave
above ground here?

BUFFY
Yeah, I'm pretty sure it was around
here somewhere.

ON GILES

GILES
So we'll just keep-

CRASH! Giles TURNS to see that BUFFY is gone. Where she was standing there is nothing but a HOLE that was COVERED BY SOME DIRT AND OLD BOARDS. A stunned beat. Then-

BUFFY (O.C.)
Found it.

Giles rushes to the hole. Looks in.

GILES POV

Buffy, in the cave, picks herself up.

GILES
Good lord, are you alright?

BUFFY
Peachy. Except my knees bend
backwards now.
(then)
Stay up there, Giles. I'll check it
out.

INT. CAVE - NIGHT

BUFFY wanders the cave, which is lit only by moonlight streaking through the hole above. The cave appears empty, but there is a small tunnel at the far end of the cave and some other craggy spots where something might hide.

WE STAY CLOSE ON BUFFY

As she calls back to Giles.

As she ventures further into the cave. Schmuky the bait. She hears a sound behind her and we do a classic horror movie scare as Buffy turns - sees nothing - and turns back to face THE UBERVAMP.

WHOMP! The Ubervamp UPPERCUTS BUFFY and she goes FLYING INTO THE ROOF OF THE CAVE - rock and debris rain down from the point of impact.

THUD! Buffy hits the ground hard and the Ubervamp attacks, kicking the hell out of her. Buffy jumps up, grabs a stalactite-type formation growing from the top of the cave and SWINGS HERSELF at the Ubervamp, pounding him with her heels. The Ubervamp falls back.

FIGHTY, McFIGHT FIGHT.

What distinguishes this fight is that Buffy barely stays upright. The Ubervamp keeps dealing staggering blows, and doesn't even seem winded.

Buffy looks scared. She's bleeding from a few cuts now, looking spent.

The Ubervamp swings, connects. Swings again, but Buffy drops and rolls, coming up with STAKE IN HAND. Before he can react, Buffy DRIVES THE STAKE DEEP INTO THE UBERVAMP'S HEART. The Ubervamp ROARS with fury. And that's it. He doesn't dust.

In fact - he grins, a bit twisted, and pulls the stake out.

OFF BUFFY

Stunned. Terrified.

END OF ACT TWO
Act Three

INT. CAVE - NIGHT

Where we left off. Buffy is stunned, terrified

Be hold on Buffy, incredulous, as - WHACK! Ubervamp hits her with a wicked backhanded punch. She hits the ground, hard.

Ubervamp regards the STAKE he's now holding in his hand. A novelty. And one he adjusts to instantly. He rushes forward.

Buffy's POV: Ubervamp, holding her STAKE, attacks. Lunging with lightning-speed right for her, stake in hand, bringing it down upon her...

Ubervamp stabs where Buffy was - she jerks away. The stake hits the rocky ground - and SPLINTERS inches from her face.

Buffy gets to her feet - and gets taken off her feet with a brutal, bone-crunching gut-punch from the Ubervamp.

And now it gets nasty. And extremely one-sided. Buffy takes punishment - repeated blows to the body, the face... and she can't get one shot in in retaliation.

The Ubervamp slaps a big hand around her throat and lifts her up off the ground. Buffy pulls at the hand on her throat, but it will not budge.

The Ubervamp OPENS HIS JAWS to bite her. And we see, in close-up, that these fangs are bigger, bloodier, just plain uglier than any she's seen before.

Buffy grabs hold of a small stalactite, rips it from its moorings - she SMASHES the Ubervamp with it.

Ubervamp loosens its grip on Buffy just enough for her to fall, painfully, to the ground.

Buffy LEAPS to the nearest rock wall and starts scrambling up, fast as she can, hand-and-footholds crumbling...

She gets halfway up the rock wall when the Ubervamp's HAND shoots out of nowhere and GRABS her ankle.

EXT. DIRT LOT - NIGHT

Buffy struggles, pulling herself up out of the cave hole - almost freeing herself when she suddenly gets YANKED BACK - almost back in, her hands digging into the soft earth around her, fingers leaving treads...

Ubervamp holds tight to Buffy's ankle. Prepares to bite, opening its fanged mouth with incredible speed... just as Buffy kicks - and just barely manages to free herself.

EXT. DIRT LOT - NIGHT

Buffy, freaked, pulls herself all the way up and out of the cave hole, looking up to see:

Buffy's POV: A SILHOUETTE standing before her. Giles. The Ubervamp pops out - then retreats in snarling fear.

GILES
It's gone.

Buffy, still on the ground and breathing heavily, looks back to the hole then up at Giles, her fear showing.

BUFFY
What was it?

We see the light which makes Giles a silhouette: SUNLIGHT. Dawn has arrived.

INT SUMMERS' HOME - KITCHEN - DAY

Buffy enters, looking beat. Followed by Giles.

BUFFY
Don't want to wake the others just
yet, give us a chance to...

Buffy stops short - closes her eyes and sighs. Reverse reveals: The three Potential Slayers eating breakfast, having made themselves at home.

KENNEDY
Sorry about the British invasion.

MOLLY
We've been up for hours.

ANNABELLE
Four p.m. London time.

KENNEDY
You all right? You look...

She stops, not wanting to say what Buffy looks like.

BUFFY
I'm fine. Got in a fight, is all.

She closes the kitchen door (because Giles did not.)

BUFFY (cont'd)
You want to tell me with what?

GILES
Yes. But, Buffy, are you sure we
shouldn't discuss this privately?

BUFFY
You mean not in front of the Next
Generation?

Buffy eyes the Potentials. All of them eager. And unprepared. She considers, shrugs.

BUFFY (cont'd)
No time to coddle them, Giles.
(to Potentials)
Welcome to the War Room, guys.

A small thrill ripples through the Potentials. Annabelle grabs a pen and pad of paper.

GILES
What you fought was a vampire. But
something more as well.
(beat)
It was a Turok-Han. As Neanderthals
are to human beings, Turok-Han are to
vampires. They're ancient,
primordial, ferociously strong
killing machines which live off
blood, single-minded as animals.
They are the vampires vampires fear.
And until this morning, I thought
they were myth.

Beat as this sinks in. Annabelle, scared, raises her hand.

ANNABELLE
Did you slay it?

BUFFY
No. It's still out there. Somewhere.

MOLLY
What does it want?

BUFFY
All of us dead.

They all have their own reactions to that. Buffy sees.

BUFFY (cont'd)
But for now it looks like sunlight's
keeping this Ubervamp away.

GILES
Then until sunset, Buffy, you should
rest. A few hours sleep will make a
world of difference.

BUFFY
No sleep today. Can't.

GILES
But you're exhausted.

BUFFY
Comes with the gig. I don't think
taking on pre-historic evil involves
nap time.

She starts to head out.

BUFFY (cont'd)
Sorry, Potential guys. I know you
came a long way and you want to get
into this, but for now the best thing
you can do is sit tight, wait it out
I'll go to work, find out what I can,
be back before sunset.

Buffy starts out. Giles interrupts her.

GILES
Buffy - how exactly do you plan to
research something as widespread as
The First?

BUFFY
I have the best plan ever.

And on that promise we cut to:

INT. SUNNYDALE HIGH SCHOOL - BUFFY'S OFFICE - DAY

CLOSE-UP of a computer screen: A SEARCH ENGINE displays an empty box reading "SEARCH."

BUFFY (O.S.)
Yes. Will, I already re-checked the
basement. I just want to try
something.

The letters E-V-I-L get typed in, and "search" is clicked.

Cut to Buffy at her desk, phone cradled between her cheek and shoulder, a venti cup of coffee before her.

BUFFY
You know, maybe the First isn't ready
for modern technology...
(reading)
"Results one through ten out of
nine hundred thousand, five
hundred, seventeen." Okay.
(beat)
I gotta narrow this down - I'll call
you back.

BUFFY hangs up, thinks, then types some more, a bit pleased with herself. As she types we hear a voice:

PRINCIPAL WOOD (O.S.)
(reading)
"Manifestations of Evil?"

Buffy jumps a bit at her desk, turns to see:

Principal Wood. Standing calmly, if curiously over her, reading her screen. Buffy looks busted. Then types some more.

PRINCIPAL WOOD
(reading)
"...In the Movies."
(to Buffy)
You're looking for evil movies?

BUFFY
I know it's not the all-time most
Kosher use of office hours, but, uh,
I'm facing a little downtime here and
what can I say? I just love those
evil, evil movies.
(beat)
Like "The Exorcist" or "Blair
Witch".

PRINCIPAL WOOD
As opposed to, say, Rob
Schneider's oeuvre.

BUFFY
Different evil.

PRINCIPAL WOOD
You okay?
(beat)
You've looked better.

Buffy, a little hurt, shuts off the computer.

PRINCIPAL WOOD (cont'd)
I'm not that big a fan of scary
movies. Even the hokey ones
sometimes, they go to a place that,
I think kids could stand to avoid.

BUFFY
Well, this isn't for the kids...

PRINCIPAL WOOD
Yeah, yeah... I'm only saying that
once you see true Evil, it can have
some serious afterburn. And then you
can't unsee what you saw. Ever.

They stare at each other. Principal Wood shrugs.

PRINCIPAL WOOD (cont'd)
(friendly)
Just one opinion. I'd better be
getting back.

Buffy, a bit shaken, watches as Principal Wood turns back to his office. She manages to say:

BUFFY
What kind of movies do you like?

An enigmatic smile on his face (which we get to see, but Buffy does not), the Principal answers without turning back:

PRINCIPAL WOOD
Me? Mysteries. I love finding out
what's underneath it all in the end.

BUFFY looks after him, frowning. And we hear a PRE-LAP:

DRUSILLA/FIRST (O.S.)
Think of it as a game.

INT. UNDERGROUND CAVERN - DAY

Spike, beaten and bloodied, one eye swollen shut, watches as Drusilla/First paces back and forth before him. She's having a good time, He is not.

DRUSILLA/FIRST
A fun and funny game, without all the
rules. Or any of that bothersome
winning part. But, still, there are
sides. You have to choose a side,
Spike.

Drusilla/First stops, bending backward, face close to Spike's.

DRUSILLA/FIRST (cont'd)
And then we can fly, be free, and
visit all our friends as they come
squirming up from out the earth.

She does a little dance for him. It's not unsexy.

DRUSILLA/FIRST (cont'd)
I know you like a good wriggle. And
a giggle. And a squiggle...

SPIKE
You're not Drusilla.

DRUSILLA/FIRST
(giggles)
I'm really not.

SPIKE
She was crazier 'n you.

DRUSILLA/FIRST
(hurt)
Dad-dy. No kicking. It's almost
Christmas Day today and you've gone
spoiling it. I've been so very good
all year...

She leans in, lips close to his.

DRUSILLA/FIRST (cont'd)
But I'll be bad if you like.

And out of nowhere - WHUMP! - Spike takes a brutal shot to the head. Drusilla/First steps back, pleased.

Reveal the Ubervamp as it prepares to deliver another blow to Spike's head.

DRUSILLA/FIRST (cont'd)
Bad Daddy. Needs a caning. Never
learned his headmaster's lesson while
all the school bells ring and ring
and ring and ring...

WHAM! Another shot to the head. Spike takes it. Drusilla/First steps forward, curious.

DRUSILLA/FIRST (cont'd)
Choose a side. Choose our side. You
know that it's delicious. What do
you say? Hmm?

Spike looks up at Drusilla/First. Grins.

SPIKE
Dru... Love...
(teeth grit)
Get bent.

DRUSILLA/FIRST
(pouting)
Stupid stubborn daddy.

Languid and sad, she sashays to a corner, caught up in the world of her own unique dance as we hear the sounds of Spike getting mercilessly PUMMELED.

Dru just keeps dancing as the sounds of violence rise...

INT. SUNNYDALE HIGH SCHOOL - BATHROOM - DAY

Buffy rises into frame, having just splashed water on her face. She steps back, getting a good look at herself.

BUFFY
(muttering)
"You've looked better," thank you, so
much Mr. Principal sir...

She stops, not in the mood for her own quips. Slowly, she pulls up a sleeve on her blouse. We see the skin beneath the sleeve. It's hideously bruised. Buffy touches the bruise, winces. She starts to roll the sleeve back down again when a HAND enters frame, gently stopping her ...

INT. SUMMERS' HOME - BATHROOM - DAY

Buffy looks up at the hand touching her arm we follow her gaze to find Joyce, standing beside her, concerned.

JOYCE
Honey, what happened?

BUFFY
It's okay, Mom.

JOYCE
I tried to warn you, but...
(catches herself)
Right. The last thing you need now
is one of helpful Mom's guilt trips.
I'll get you some ice.

Joyce starts to leave. Buffy stops her:

BUFFY
No. Mom, I can't.

JOYCE
Buffy, you have to heal.

BUFFY
I don't have time.

JOYCE
Are you worried about the sun going
down? Because some things you can't
control. The sun always goes down.
The sun always comes up.
(beat)
Except in L.A., just of late.

BUFFY
Everyone's counting on me.

JOYCE
They do that. And I'm sorry, but
these friends of yours put too much
pressure on you. They always have.

BUFFY
Something Evil is coming.

JOYCE
Buffy, Evil isn't "coming." It's
already here. Evil is always here.
Don't you know? It's everywhere.

BUFFY
I have to stop it.

JOYCE
How are you going to do that?

BUFFY
I, I don't know. Yet, but...

JOYCE
Buffy. No matter what your friends
expect of you, Evil is a part of us.
All of us, it's natural And no one
can stop that. No one can stop
nature. Not even...

INT. SUNNYDALE HIGH SCHOOL - BUFFY'S OFFICE - DAY

DINGGGGGG! Buffy JOLTS AWAKE, in her chair at her desk, disoriented.

BUFFY
I'm sorry. What were we talking
about?

Buffy looks ahead to see: ROGER, a sensitive sixteen year- old in a flannel shirt, sitting before her, looking pissed.

ROGER
Only my life. You're just like all
the others...

Roger, no stranger to drama, gathers his things, hurt.

BUFFY
No. I'm different. I'm, I'm hip and
relate to the young people. Don't
go, uh, uh...

ROGER
"Roger?"

BUFFY
Roger. See, I knew that.

That does it. Roger leaves, closing the door behind him. Buffy, feeling like hell, shakes her head.

And Principal Wood watches from within his office as we hear:

GILES (O.S.)
This day's almost over.

INT. SUMMERS' HOME - LIVING ROOM - NIGHT

Giles closes the curtains. He talks as he walks - and we see, behind him, it's siege time. Anya, Willow and Dawn each select weapons from the chest and take up position by the windows - serving as sentries. Xander finishes boarding up the windows themselves. Annabelle, Kennedy and Molly sit clustered together, looking useless and scared. BUFFY stands overseeing the proceedings.

GILES
And the sun will go down in...
(checks watch)
...seventeen minutes.

XANDER
Hey. Junior Slayers. Don't look so
worried. I mean, sure, we may not
know where Spike is, or how to fight
the First, or if and when this Super-
style vampire is gonna attack us all,
however...
(thinks)
House. Boarded up. All we gotta do
now is trap this Ubervamp in the
pantry - and it's game over.

He jauntily hammers in one last nail - point made. Willow passes by Xander, on her way to Buffy.

WILLOW
Xander? Newbies. Let's ease them
into the whole "jokes in the face of
death" thing.

XANDER
Who's joking? That pantry thing
could work.
(beat)
You saying M. Night Shamyalan lied to
us?

Buffy intercedes, speaking to the Potentials:

BUFFY
You'll be okay.

WILLOW
Okay or even better. It's like our
guarantee. Um, Buffy...?

Willow takes Buffy aside.

WILLOW (cont'd)
I just... I want you to know, I'm
really sorry about letting you down.
Before, here, with the Magicks going
all "eeeh" and me going all "aaah"
and everything getting all "rrrr..."
(beat)
I'm sorry I can't help.

BUFFY
No one expects you to make everything
right.

WILLOW
Okay, I can't do everything, but I
should be able to do something. I
have so much power. But when I try
to use it...

BUFFY
Don't, okay?

WILLOW
Okay.

Willow nods. Buffy moves away, conversation over. Except...

WILLOW (cont'd)
But you need help, Buffy. I know
you. And I know you'll never admit
it. But you need help.

Willow searches Buffy's face as Buffy wonders how much to let Willow in, here and now. She settles for brave face.

BUFFY
I'll be okay. Okay or better. It's
like my guarantee.

She tries a smile for Willow, and Will returns it, but neither one is buying this. Kennedy interrupts:

KENNEDY
Hey. Are we getting weapons?
Trained fighters, badness coming.
I've heard worse ideas.

ANNABELLE
We'll be armed when the Slayer feels
we're ready.

MOLLY
I feel ready.

ANNABELLE
You're frightened. You must learn to
control your fear.

KENNEDY
Hey. You know what would help with
that?
(to Buffy)
Weapons.

BUFFY
I don't know.

KENNEDY
We're sitting ducks without them.

ANNABELLE
We're with the Slayer! Safe as
houses.

KENNEDY
You see the house we're in?

Indeed, it's a busted-up, boarded-up house.

ANNABELLE
(showing fear)
It'll come straight for us, won't it?

Buffy mumbles to Giles, walking away to clear her head.

BUFFY
Better load 'em up.

Giles watches Buffy walk away as he hands out various WEAPONS to the Potential Slayers.

Buffy doesn't get far in the claustrophobic space. She hears:

OMITTED 30 AND 31

ANDREW (O.C.)
Listen to me, man...

ANGLE ON: Over in the far corner, Buffy passes by Xander and Andrew. Andrew is still tied to the chair.

ANDREW
I've got a bad feeling about this.

XANDER
Of course you've got a "bad feeling."
Dude. You're tied to a chair.

ANDREW
No. Well, yeah, but above and beyond
that, I'm telling you my spider-sense
is tingling.
(serious)
This is gonna get hairy. I'm talking
weird with a beard. Better untie me.

BUFFY
And this will help us how?

ANDREW
Phht. Okay, I know what you're
thinking. Andrew. Bad guy. You
think I'm a super villain, like Dr.
Doom, or Apokalypse, or, or... the
Riddler.

Buffy looks to Xander. Xander shrugs, confused, like "I dunno."

ANDREW (cont'd)
I admit I went over to the Dark Side.
But only to pick up a couple of
things and now I'm back. I've
learned.
(sincere)
I am good again.

Beat. Buffy talks to Andrew without paying attention, watching Giles hand over axes and swords to a couple of very young looking girls. Sees Dawn by the window with an axe.

BUFFY
(distracted)
And, when were you ever good before?

ANDREW
Okay, technically, never. Touche.

BUFFY walks away. Andrew calls after:

ANDREW (cont'd)
But I'm like Vader in the last five
minutes of "Jedi," you know, with the
redemptive power of, of...
(wriggling)
Mine is a redemptive struggle of...
(bouncing)
Redemptive epic, which chronicles...

Xander walks away, too.

ANDREW (cont'd)
These ropes itch.

ANGLE ON: Giles approaches Buffy

BUFFY
How we doing on time?

GILES
(checking watch)
Sunset should be any minute now.
We've done all we can. Don't worry,
everyone here understands it's you
calling the shots.

BUFFY
Just hope I'm calling the right ones.

GILES
You have all my faith. And they're
depending on you.

Buffy looks down.

BUFFY
Oh, Giles. Not what I really needed
to hear right...

MOLLY (O.S.)
Guys! Slayer Team guys?

Molly comes into the room. Looking freaked.

MOLLY
Annabelle split.

Giles and Buffy share an "oh, shit" look and we CUT TO:

EXT. INDUSTRIAL AREA STREET - NIGHT

Annabelle, panicked, running as hard as she can through an INDUSTRIAL AREA STREET. Smokestacks belch smoke in the background, harsh lights abound.

She clutches a CROSS to her chest, eyes wide in panic, muttering prayers to herself fast and shallow. She hears a noise. Looks back, seeing nothing but shadows - and running from them. She turns a corner.

A HAND juts out and catches her. The UBERVAMP lifts her off her feet. Annabelle SCREAMS.

And we cut to the harshly lit industrial street as we hear the scream CUT SHORT by a horrible RIPPING sound, like a side of beef getting pulled in two.

And all we see is the cross, flecked with blood, as it hits the tarmac - and lies still.

END OF ACT THREE
Act Four

EXT. INDUSTRIAL AREA STREET - NIGHT

Buffy comes running into frame. She slows, stops.

Buffy looks down.

We see Annabelle's DEAD BODY.

Buffy stands there, over the body, immobile, breathing heavily, absorbing what's just happened.

When she is suddenly HIT in the base of the spine, sending her flying violently forward, hitting the ground hard.

Buffy whirls, looks up, sees:

The Ubervamp. Fear freezes her features a moment, but she puts it away.

Buffy rises and unleashes a series of roundhouse kicks - as hard as anything she's ever thrown. They manage to annoy the Ubervamp. Ubervamp roars and punches Buffy - once - hard in the stomach, lifting her off her feet.

We hear a CRACK.

Buffy hits the ground, scrambling to her feet as the Ubervamp approaches. She gets up, coughs - and wipes her mouth.

Blood. Ubervamp rushes Buffy, grabs her, lifting her off her feet -

Buffy SPITS in his face. Bloody spit. Ubervamp wipes the bloody spit from his face, regards it - and LICKS HIS HAND. Buffy breaks free from his grip and RUNS.

ANGLE ON: A small industrial BUILDING. Buffy heads inside, holding herself up against the doorframe for support a moment, looking back, then disappearing within.

INT. INDUSTRIAL BUILDING - NIGHT

Buffy's POV. The unlit WORK SPACE. It's like a machine graveyard. Large, oversized PIPES and CONVEYOR BELTS abound it's all very "Terminator."

Buffy, limping, short of breath, rushes into the area as best She can. She seems a dwarfed figure - tiny amidst the massive silhouettes of machinery all around her.

ANGLE ON: Ubervamp. Stalking. Looking for more blood. He enters without caution or concern - pure stalking mode. Suddenly, a large METAL PIPE smashes him in the face.

Buffy just hit him with a ripped-off section of piping. Ubervamp keeps walking forward, unaffected.

He SLAPS the pipe out of her hand. Buffy backs up. Ubervamp stalks forward. Ubervamp throws a series of punches, some connecting, some barely missing, but all of them putting Buffy on pure DEFENSIVE MODE.

He's always coming forward, getting stronger, she's always moving backward, getting weaker.

Finally he CONNECTS with a shot to the ribs that sends Buffy flying, landing flat on her back, pain etched in her face, clutching her ribs, looking terrified.

Buffy scrambles backward. Ubervamp steps into a SHADOW.

Buffy, from the ground, just barely grins through gritted teeth.

And pulls a rusted lever. The Ubervamp looks up. And we see:

Ubervamp's POV: A THREE-TON CRATE of METAL RODS comes rushing down upon him. CRASH! The wood and metal splinter upon thunderous impact. Nothing could survive that.

Silence.

Buffy slowly, painfully stands. Catches her breath. Walks, limping, away. And we follow her, limping out of the industrial space, as we hear the horrible sound of TWISTING METAL CRASHING.

BUFFY turns to see the Ubervamp rising from the twisted metal wreckage.

Buffy can't believe it. She RUNS.

The Ubervamp lopes after her in long strides. Blocks her way just as she nearly makes it out the building.

Ubervamp CATCHES HER. Grabs her. And proceeds to KICK BUFFY'S ASS - quickly and efficiently, each blow doing major damage. Buffy takes the shots, each one sounding like it's breaking bones.

Buffy throws one last desperate punch, and - FWAP! - Ubervamp catches Buffy's best punch, holding her fist and freezing it in mid-blow. That's with one hand. The other hand HITS BUFFY so fast, she rockets straight back, hitting the aged brick wall.

EXT. INDUSTRIAL BUILDING - NIGHT

CRASH! Buffy's limp, lifeless body comes smashing THROUGH the rotted old bricks and lands, in a crumpled heap, among a crate of building materials. Knocked unconscious. Dust swirls. Then settles. Buffy does not move.

FADE TO BLACK.

OMITTED

EXT. INDUSTRIAL BUILDING - DAY

Directly OFF THE BLACKESS, we see a large piece of BROKEN WOOD pulled away from frame, revealing Giles, Xander and Willow, removing wooden shards, looking down upon something within the wreckage...

XANDER
God almighty.

Reverse angle reveals: BUFFY, beaten, bloodied, lying like a broken doll in the wreckage.

DRUSILLA/FIRST (O.S.)
Do you know why you're alive?

INT. UNDERGROUND CAVERN - NIGHT

Drusilla stands before Spike, the seduction game pretty much over. Arms folded, stern, looking cross. Spike looks up at her, fakes a bloody grin.

SPIKE
Never figured you for...
(coughs)
... existential thought, love. I
mean, you hated Paris.

DRUSILLA/ FIRST
You're alive for one reason, and one
reason only.
(beat)
Because I wish it. Do you know why
I wish it? Because I'm not done with
you.

SPIKE
Give it up.
(spits)
Whatever you are - whatever you get
away with - I'm out. You can't pull
this puppet's strings anymore.

DRUSILLA/FIRST
And what makes you think you have a
choice? What makes you think you
will ever be any good at all in this
world?

SPIKE
She does.

Spike looks at her with simple resolve as he lays down his trump card.

SPIKE (cont'd)
Because she believes in me.

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

Buffy's FACE. Looking dead. Lifeless eyes. Completely and utterly defeated as we hear:

GILES (O.S.)
... her ribs are smashed, she should
be hospitalized immediately.

We push in, slowly...

WILLOW (O.S.)
Could she die?

GILES (O.S.)
Despite her healing abilities, I
believe so. I won't lie to you, I
don't know what to do in a situation
like this, because there has never
been a situation like this...

The voices fade as we keep moving in, almost floating as tears well up in her eyes, something within her swelling...

INT SUMMERS' HOME - DINING ROOM - NIGHT

Giles stands at the dining room table, addressing Willow, Dawn, Xander, Kennedy and Molly.

GILES
...which means we start back at
square one.

XANDER
Which square would that be, exactly?

GILES
I'm not sure. The First pre-dates
everything we've ever known, or can
know. It's everywhere. It's pure.
I don't know it we can fight it.

BUFFY (O.S.)
You're right.

All turn to see: BUFFY, standing in the dining room doorway. Bandaged and broken, but standing all the same.

BUFFY
We don't know how to fight it. We
don't know when it'll come. Can't
run, can't hide... can't pretend it's
not the end 'cause it is. Something
has always been there to try and
destroy the world. We've beaten them
back, but we're not dealing with them
anymore. We're dealing with the
reason they exist. Evil. The
strongest. The First.

GILES
Buffy, I know you're tired...

BUFFY
I'm beyond tired. I'm beyond scared.
I'm standing on the mouth of Hell and
it's going to swallow me whole.
(beat)
And it'll choke on me.

There is a fierce resolve creeping into her voice that surprises everyone. She takes a halting step forward.

BUFFY (cont'd)
We're not ready? THEY'RE not ready.
They think we're gonna wait, like we
always do, for the end to come but
I'm done waiting. They want an
apocalypse? We'll give 'em one.
Anyone else who wants to run do it
now, because we just became an army.
We just declared war.

We push in low on her -- and on everyone, as they are wrapped up in her passionate calm.

BUFFY (cont'd)
From now on we won't just face our
worst fears, we will seek them out.
We will find them and cut out their
hearts, one by one, until The First
shows itself for what it is. And I
will kill it myself. There's only
one thing on this earth more powerful
than evil. And that's us.

She looks around at them all.

BUFFY (cont'd)
Any questions?

BLACK OUT.

END OF SHOW