Showtime

November 15, 2002 (FULL YELLOW)

Written by: David Fury
Directed by: Michael Grossman

Teaser

FADE IN:

EXT. BUS STATION - NIGHT

LOW ANGLE, CLOSE ON the doors of a commercial bus as they WHOOSH open. We see the feet and legs of TWO PASSENGERS disembarking and moving off. After a moment, a third appears descending the steps. TILT UP on the sandaled feet and slim legs belonging to

RONA, 16, black, ratty blue jeans and denim jacket, a knapsack slung over her shoulder. She looks around a bit apprehensively before taking that last step onto the curb. She reacts with a start as the doors WHOOSH closed behind her and the bus pulls away.

WIDEN as she walks. The ticket window is gated up and padlocked as are the restrooms in the deserted, unkempt outside waiting area. Then, Rona sees:

HER POV - A PUBLIC TELEPHONE mounted on the wall. A Sunnydale white pages phonebook dangling underneath.

Rona rushes to the phone, grabs the phonebook and starts flipping through it, urgently.

TIGHT ON BOOK as she turns pages, having opened to the "S's." She stops when she finds the jagged edges of a page that's been torn out. The headings on either side read "Soter- Sullivan" then "Tadler-Tashman." The missing page evidently the one containing what she was looking for: "Summers."

ON RONA, frowning, concerned as a SHADOW suddenly falls across the book. Her head snaps over to see

A BRINGER standing over her.

Rona drops the book and it falls back, slamming against the wall with a loud noise, echoing throughout the station. She turns to flee only to find

TWO MORE BRINGERS blocking her way. She's surrounded. Terrified, she backs away as THE BRINGERS each produce their ceremonial daggers and converge on her.

ON RONA, fear welling up inside her, along with tears. This is it. Pressing her back against the wall, sinking down, she squeezes her eyes closed.

REVERSE ON THE ADVANCING BRINGERS, as they raise their daggers high, ready to plunge them into her. Then...

Suddenly, TWO of the Bringers go FLYING BACKWARDS, grunting. The THIRD BRINGER snaps his head to see

BUFFY, in serious fight mode, wailing on BRINGERS #1 and #2.

RONA tentatively opens her eyes, squinting up at

BUFFY as she grabs one of the Bringer's arms, breaks it, then stabs #2 with the blade in #1's broken arm, killing him.

BRINGER #3 looks back at Rona, considering whether to continue his attack on her when he hears:

BUFFY (O.S.)
Hey!

Bringer #3 looks back as

BUFFY snaps #1's neck. She glares up at Bringer #3.

BUFFY
Try picking on somebody my own size.

BRINGER #3 hesitates, then turns and runs.

BUFFY grabs the dagger out of Bringer #1's hand and throws it.

ON #3 as the dagger hits him square in the back. He falls dead.

ON RONA, still staring off at #3's dead body when a SHADOW falls over her again. She looks up at

BUFFY (cont'd)
(offering her hand)
Rona, right?

She helps her to her feet.

BUFFY (cont'd)
Just got word you were arriving.

RONA
You--You're her.

BUFFY
Her's me.

Rona looks at the dead Bringers.

RONA
I thought... They told me I'd be safe
here.

BUFFY
Right. Well... You are. I mean, you
will be. Safer. With me around.

On their backs as Buffy leads her off...

BUFFY (cont'd)
Next time you're attacked--

RONA
Whoa, whoa, next time? You sayin'
I'm gonna get attacked again?

Buffy looks at Rona.

BUFFY
Welcome to the Hellmouth.

BLACK OUT.

END OF TEASER
Act One

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

CLOSE ON WILLOW, inside a sleeping bag on the floor, rolling around fitfully, struggling to get comfortable. After a moment...

KENNEDY (O.S.)
You don't have to do this...

Willow looks over to see

KENNEDY lying on her side at the edge of the bed, her head propped up in her hand, peering down on Willow.

KENNEDY
Flooring it. In the bag. 'Cause
nice, big, comfy bed right here. I
mean, you oughta know. Your bed.

WILLOW
Yeah. No, that's okay. I like it
down here. It's... firm.

KENNEDY
Funny, you look a little
uncomfortable. Or is it just me?

Willow looks at her on that.

WILLOW
It's... I'm just a little uneasy with
Buffy being out.

KENNEDY
Right. How many girls arriving this
time?

WILLOW
Just one. But since Giles has the
coven searching for other slayers-in-
waiting to send 'em our way, I expect
we'll be seeing more soon enough.

KENNEDY
So... you're saying I should enjoy
having this bed to myself as long as
I can.

Willow eyes her, then grins in agreement.

WILLOW
It's starting to get crowded around
here. Can't remember the last time
I had a bathroom to myself.

KENNEDY
Guess you didn't grow up with any
siblings.

WILLOW
Just one and only me.
(then)
What about you?

KENNEDY
Got a half-sister. Didn't share a
bathroom though. Her bedroom was in
a different wing of the house.

Willow pauses, reacting to that.

WILLOW
Wing? Your house... had wings?

KENNEDY
(a bit self-conscious)
Oh. Yeah. Just a couple. Few.
(offering)
Our summer home in the Hamptons
didn't have any at all.
(then, remembering)
Well... one. Actually.

WILLOW
Huh. That's... huh.

KENNEDY
(changing the subject)
Never mind my deal... What's your
story, Willow? I mean, witchcraft...
Wow. Sounds... new-agey.

WILLOW
No. Safe to say what I practice is
definitely old-agey.

KENNEDY
So... Show me a trick.

WILLOW
A trick?

KENNEDY
Y'know, pull a rabbit outta
something. Or make something float.

Willow looks at her a moment, getting uncomfortable.

WILLOW
Yeah, listen, Kennedy... it's almost
morning. We really need to get some
sleep.

KENNEDY
Hey, if I wanted to sleep, I'd be
downstairs catching Z's with the
other girls.

INT. SUMMERS' HOME - LIVING ROOM - NIGHT

PANNING OFF a sleeping XANDER on the couch...

MOLLY (O.S.)
(whispering)
...Annabelle was all "control your
fear... control your fear..."

ON THE POTENTIALS - MOLLY, eating from a bag of chips, and three new girls (CHLOE, 14, VI, 17; and EVE, also 17) wide awake, their sleeping bags huddled in the middle of the room. They speak in hushed whispers.

MOLLY
Meanwhile, she's the one that goes
scampering off. Right into that
Turok-Han vampire. Poor Annie.

EVE
Great. So the Slayer who's supposed
to protect us let her get killed.

MOLLY
She didn't let her. Annabelle was
foolish. Buffy can't be faulted for
arriving too late.

CHLOE
Not like she could've stopped it.
Supervampire messed her up pretty
good.

VI
No lie. She still looked like a big
bruise when I got here and that was
already, like, the day after.

EVE
And why isn't she back yet? Buffy.
She left to get the new girl over an
hour ago.
(then, with dread)
Maybe she ran into trouble.
(to others)
You don't think maybe she was too
late again?

ON GIRLS, considering this.

MOLLY
Maybe--

XANDER (O.S.)
Maybe we can save the maybes for a
more dayish part of the day, girls.

They look at Xander who addresses them with his eyes closed.

XANDER
Potential Slayers can function
without sleep. Me, I'm no good
without my usual ninety minutes.

ANDREW (O.S.)
I'm with him...

ANGLE TO REVEAL ANDREW, still tied up in his chair, facing the far corner of the room.

ANDREW
Keep the chatter down.
(then)
Or... speak up so I can hear you.
(sadly)
I'm bored. Episode One bored.

They all turn when they hear the front door. Xander pops up. Buffy enters with Rona, still looking a bit wary.

BUFFY
Oh. You're all still up.

XANDER
Who needs sleep?

ANGLE ON GILES and ANYA emerging from the kitchen. (Note again: Giles can not touch anyone or anything.)

BUFFY
Everybody, this is Rona.

Greetings are ad-libbed by all, ending with:

ANDREW
Hey, Rona.

RONA
(to Buffy, re: Andrew)
Um... Why's that guy tied to a chair?

XANDER
The question you'll soon be asking is
why isn't he gagged?

GILES
Molly, take our new houseguest to the
kitchen. I'm sure she's hungry after
her journey.

MOLLY.
(to Rona)
I'll join. Bit peckish as well.

RONA
Bit what well?

ANYA
That's English for "hungry."

RONA
Oh.
(as they move off)
Here I thought "hungry" was English
for "hungry."

Rona and Molly disappear into the kitchen.

GILES
(to Buffy)
Everything all right?

BUFFY
She had a welcoming committee.

XANDER
So The First knows... Potential
Slayers are making their way here.

GILES
I'll have to warn the coven to be
more cautious.

BUFFY
The First is always going to be one
step ahead of us, Giles. I need to
know how to stop it--
(reconsidering)
No, not stop it. Hurt it. I wanna
hurt it real bad. Tell me how.

GILES
I don't know, Buffy. I've exhausted
the few resources I have left with
little result. The Watchers' records
are still really all we have to go on.

ANYA
I made the rounds, myself. Tried to
dig up anything useful from the demon
community.

XANDER
They're a community now? What's
next, a ladies' auxiliary?

ANYA
(ignoring him)
The few that didn't attack me don't
know anything or aren't talking.
Either way, we got squat.

BUFFY
Squat's not gonna cut it.
(beat)
What about the Turok-Han?

XANDER
The vampire Time forgot?

BUFFY
Time might've forgotten, but I sure
as hell won't. Stakes don't kill it.
Anything in the ancient myths about
what does? Sunlight? Fire? Germs?

Without an answer, Giles can only shrug, something that doesn't go unnoticed by the Potentials.

BUFFY (cont'd)
Giles, with that thing guarding the
entrance to The First's crib, I can't
get to Spike.

EVE
Spike. Sorry. I'm confused... He's
that vampire that's been killing
people, right? He's who you're
worried about saving?

Buffy glances over at her.

BUFFY
It's not... You don't know-- It's
more complicated than that, Chloe.

CHLOE
I'm Chloe. She's Eve.

EVE
It's just... we've been talking
and... well, do we'all have a plan?
Any kind of plan... y'know... to keep
us from dying?

BUFFY
We're working on it.

Giles interjects, pulling Buffy away from the girls.

GILES
There is one avenue we haven't tried
yet... Beljoxa's Eye.

ANYA
(looking at him)
Giles...

XANDER
And, exactly, what part of town is
that avenue in?

ANYA
(to Giles)
I told you, no.

BUFFY
What's a Botoxa's eye?

GILES
Beljoxa. An oracle-like creature.
Exists in a dark dimension.

ANYA
An eternal vortex, more like.

BUFFY
Fun.

ANYA
Not really. No.

GILES
The thing is, only demons can open a
gateway to it.

ANYA
Excuse me. Ex-demon here.

GILES
Still have friends in the fold.
(then)
Well, murderous acquaintances, anyway.

ANYA
(still resistant)
There's no reason to think the
Beljoxa's Eye is going to have the
answers we're looking for.

BUFFY
I'll take anything I can get. Anya.
Please. We're running out of time.
(off Anya's look)
Spike's running out of time.

As Anya takes in Buffy's plea...

INT. UNDERGROUND CAVERN - DAY

CLOSE ON SPIKE, still baring the bloody marks of his savage beating, seemingly broken, his eyes pained and haunted.

WIDEN to find him strung up by his arms on the cavern wall. TWO BRINGERS move before him, engaged in some ritual by a small fire -- One carries one of the ubiquitous daggers and moves toward Spike. The Bringer is about to cut Spike across his belly, when...

Spike suddenly comes alive, bringing his legs up to wrap around the Bringer's neck, snapping it. As the dead Bringer collapses to the ground.

CLOSE ON SPIKE'S BOUND WRISTS -- he rips free of them. And just in time, as

THE SECOND BRINGER grabs a burning torch from the fire and comes at him, swinging. Despite his injuries, Spike deftly dodges the attack and manages to deck the Bringer with a roundhouse kick to the jaw.

Now, he hurries from this place...

INT. CAVE TUNNEL - CONTINUOUS

ON SPIKE, coming around the bend. He freezes when he sees:

BUFFY, her back turned for a moment. Then, she looks back and sees him. A look of relief on her face. And something more. Maybe even love.

ON SPIKE, full of emotion. He takes a step towards her, then...

INT. UNDERGROUND CAVERN - DAY

CLOSE ON SPIKE, again, jerking slightly in his restraints. As before, broken and, strung up, his eyes just as pained and haunted.

ARC AROUND to a profile as BUFFY, or rather THE FIRST AS BUFFY leans in close and under him. Her dress and appearance distinctly different from the Buffy he just imagined.

BUFFY/FIRST
Dreaming of me, again, aren't you?
(tsk)
Poor Spike. You really still think
I believe in you? Be realistic. I
don't even believe in myself. Least
not enough to risk my skin to save
your ass.
(looking at something)
Not enough to face that.

She/It points off. WHIP OVER to see the UBERVAMP, breathing hard in taut feral rage, anxious to do more damage.

ON BUFFY/FIRST as her tone changes to one of emotional resignation. A breakup.

BUFFY/FIRST (cont'd)
I'm sorry, Spike. But... You need to
accept this. You knew it would never
have worked out. Time to let it go
so we can both move on. I promise,
soon, it'll all--

She stops when she notices SPIKE muttering something. She moves in, turning her head to put her ear closer to his lips.

CLOSE ON SPIKE'S MOUTH.

SPIKE
Sh-she'll come... for... me.

Buffy/First turns to him, eyeing him with seemingly sincere empathy as her hand makes a move to caress his face, though never actually touching him.

BUFFY/FIRST
(intimate whisper)
No. I won't.

EXT. BACK ALLEY - BEHIND DEMON BAR - DAY

ON ANYA and GILES as she addresses an APRONED GUY dumping bags of garbage into a dumpster.

ANYA
Why not?

CLOSE ON APRONED GUY, his back to us.

APRONED GUY
You got the nerve to ask me that?

ANYA
C'mon, Torg, that was a lifetime ago.

TORG turns around. Demon, of course. (Orange eyes, serrated ears, nose split down the middle... Sump'm simple.)

TORG
Three. But who's counting? You
broke my heart, Anyanka.

ANYA
Don't be so dramatic, Torg. You
don't even have a heart. Six
spleens. Two stomachs. Half a
brain, maybe, but no heart.

TORG
Don't mock this. That night we
shared was important to me.

ANYA
It was one date. Wasn't even a date.
We just happened to be invited to the
same massacre... And you hit on me
after I'd had a few.

TORG
(waxing nostalgic)
I remember. You wore pink.

ANYA
Those were entrails--

GILES
(interrupting)
I'm sorry. Could we possibly skip
the recriminations of past--

ANYA shoots him a look as TORG turns to go.

GILES (cont'd)
Right. Carry on.

ANYA
(going after him)
Okay, Torg. Look... Just open this
one little gateway to the Beljoxa's
Eye for me and... And I'll... You and
I... can... go to...
(with effort)
I'll have sex with you again.

This stops TORG. He turns to her for a beat, then grimaces.

TORG
Uch, please. You're human. The way
you look now... Wouldn't touch you
for all the kittens in Korea.

ANYA reacts, stung and hurt.

ANYA
You-- You're rejecting my offer of
sexual bribery?!
(then, pissed)
Not that I wanted to sleep with you,
but what am I, a leper in this town?!
I can't even give it away!

TORG
Come back when you're a leper.

TORG turns to leave, only to find GILES standing in his way.

GILES
Perhaps this might persuade you...
Help us and the Slayer won't kill all
your clientele and burn your
establishment to the ground.

Torg looks at him, defiantly, for a moment. Then, without a word, he raises a scaly fist, with NEEDLE SHARP KNUCKLES, in what, one might perceive, a threatening manner. Giles doesn't flinch.

Torg brings up his other hand, open, and scrapes his knuckles across the palm, slicing deep gashes into it.

GILES continues to eye Torg as blood begins to seep out between his fingers, dripping down. Then, the demon flings the blood pooling in his hand toward the center of the alley.

TORG
Ek'vola mok't Beljoxa do'kar.

Giles turns as a NOISE begins to grow.

ANGLE ON ALLEY as a SHIMMERING GATEWAY FORMS.

TORG (cont'd)
There's your stinkin' gateway,
Anyanka.

ANYA looks at Torg as he exits into the building.

TORG (cont'd)
Don't let it hit you on the way out.

ANYA
(looking at Giles)
It's my hair, right? Not attractive.

GILES
(ignoring her)
C'mon.

As they move to the gateway, Anya turns to Giles.

ANYA
(bracing herself)
Buckle up.

There's a FLARE as they step through and into...

INT. VORTEX - CONTINUOUS

Blackness all around, except for a small pool of light. Giles and Anya find themselves in a violent windstorm. They shout above the roar.

ANYA
God! I hate this place!

GILES
(looking around)
Where's the Beljoxa's Eye?!

A DEEP VOICE, calm and forceful, is heard from the darkness.

BELJOXA'S EYE
Here.

From out of the darkness, floats the BELJOXA'S EYE. A large CYCLOPTIC CREATURE (with many cool, creepy, cheap features Rob Hall will design.)

ON ANYA, with forced casualness.

ANYA
Oh, hi!

INT. SUMMERS' HOME - KITCHEN - AFTERNOON

CLOSE ON THE PHONE ringing. WIDEN as Willow answers it.

WILLOW
(into phone)
Hello?... No, Giles isn't here right--
Yeah, this is Willow...
(big grin)
Althenea, hi! How's the coven? I
miss you guys. Still working out
that Pleiadian spirit conjuring--
(pause, sobering)
What? Oh... Okay... When?

INT. SUMMERS' HOME - LIVING ROOM - MEANWHILE

CLOSE ON ANDREW as Xander roughly finishes untying him.

ANDREW
Ow! Watch it. That's my joystick
hand.

XANDER
(under his breath)
Not touchin' that one.

As Andrew rubs his wrists...

WIDEN to see BUFFY as she leans into him.

BUFFY
Okay, listen up, Andrew. I don't
exactly know what to do with you just
yet. Except that we don't have time
to babysit a hostage.

XANDER
Especially a hostage that's gotten
more than a little ripe.

Buffy suddenly aware of that fact, leans back again.

BUFFY
But I'm here to tell you... If you
try anything or try to run, I'll...
(an idea)
Did you see the movie "Misery?"

ANDREW
Six times. But the book was scarier
'cause instead of crushing his foot
with a sledgehammer, Kathy Bates
chopped it off with--

He stops as he sees her staring at him intently. He swallows.

ANDREW (cont'd)
I'll be good.

WILLOW (O.S.)
Buffy...

Buffy turns to see Willow, having entered.

WILLOW
Word from the underground. Another
Potential arrived in town the day
before yesterday. She's at the
Sunspot Motel, near the highway.

XANDER
Day before yesterday? Why are we
just finding out about it now?

WILLOW
Bringers killed her Watcher before he
could tell anyone he sent her. If it
wasn't for a particularly powerful
seer in the coven, we wouldn't even
know about it now.

BUFFY
Okay. Still a couple of hours of
daylight left. You guys should be
safe. I'll go get her.

She starts off.

XANDER
(following her)
I'll go with you.

ANDREW
(following him)
Let's do it.

Xander and Buffy turn and give him a look.

ANDREW (cont'd)
Or... I could go wash up.

He exits toward the upstairs.

ON WILLOW as DAWN enters behind her, seeing Xander and Buffy exit through the front door.

DAWN
Where they going?

WILLOW
Bringing another newbie in from the
cold.

DAWN
Another one?

WILLOW
The more the better, I figure. We
need all the help we can get.

DAWN
(unsure)
Help, sure. That's cool, but...

WILLOW
What?

DAWN
Just not sure more scared, Slayer
wannabes translates as better.

As Willow looks at her...

OMITTED

INT. SUMMERS' HOME - BASEMENT - LATE AFTERNOON

ON THE POTENTIALS moving through the space now decked out into a make-shift training room:

KENNEDY holds a large punching bag hanging down from the rafters for CHLOE to practice her kicks, as RONA and EVE stand by. VI lifts hand weights. MOLLY stands near an old archery target mounted on a wall, handling two wooden stakes, twirling one in her hand... and dropping it, repeatedly.

EVE
What are we'all doing here?

KENNEDY
It's called "training." Didn't your
Watcher ever teach you the word?

RONA
I never had a Watcher. Only just
found out what I was... or what I
might be... after those crazy-ass
monks came after me.

EVE
I meant why are we bothering? It's
not like we can make a difference.

ON MOLLY, twirling a stake.

MOLLY
Got to train. Keep our reflexes--
(drops the stake)
sharp.

KENNEDY
We have to be ready. If something
comes down--

CHLOE
Something's already come down.

EVE
She's right. And what are we
supposed to do about it? I mean...
I've never even seen a real vampire
in my life, much less slayed one.

The others look around at each other.

VI
I've seen one.
(off their looks)
Well... My Watcher once showed me a
photograph of one.
(then)
A blurry photograph.

EVE
That's what I'm sayin'. Not one of
us is remotely prepared to be
activated as the new Chosen one.

KENNEDY
I feel pretty prepared.

Eve looks at her, doubtfully.

RONA
Excuse the newness of me, but, just
so I understand... If Buffy dies...

EVE
Well, when Buffy dies... I mean,
nobody lives forever, right?

RONA
One of us...

EVE
Gets activated, uh huh.

MOLLY
I prefer "called."

EVE
Whatever. You become the Slayer.
With the weight of the world on your
shoulders. The future of the whole
human race in your hands.

CHLOE
It won't be me. I mean, not now. I
mean... I'm too young.

KENNEDY
Doesn't work that way. In fact, the
younger the better.
(then)
In fact... I'm starting to think it
might be too late for me.

EVE
Never too late. Could be anyone.
Especially since there's so few of us
left. They'll just run through each
of us... One after the other...

PUSH IN ON HER as she adds:

EVE (cont'd)
Kinda creepy, huh? All we do is wait
around for each other to die.

The girls eye each other, consumed by that morbid thought.

EXT. MOTEL ROOM - LATER

Buffy and Xander arrive at a door.

XANDER
We sure this is it?

BUFFY
Clerk said this is the only check-in
they've had in a week.
(wryly)
Tourism must be down.

XANDER
And right in the middle of Apocalypse
season.

Buffy knocks on the door. No answer.

BUFFY
(calling)
Hello...?

Xander saunters over to the large window next to the door and peers in, through the blinds. Buffy knocks again.

BUFFY (cont'd)
(calling)
It's okay. We're friendly.
(beat)
And... have eyes--

XANDER (O.S.)
Buffy...

Buffy looks over to see Xander looking at her, gravely.

XANDER
Break the door down.

ON BUFFY, understanding.

INT. MOTEL ROOM - CONTINUOUS

CLOSE ON DOOR as it's kicked in. Buffy and Xander enter and move directly to

A GIRL'S BODY, lying face down on the floor, in a pool of blood. Multiple stab wounds in her back.

BUFFY feels her neck for a pulse.

BUFFY
She's cold. Been dead for days.

She starts to turn the body over.

XANDER
Poor kid. Made it all the way to
Sunnydale. Just to get herself
killed. If only we'd--

He notices Buffy frozen, staring at the girl's face, comprehending something.

XANDER (cont'd)
Buffy?

ON BUFFY, shock and dread on her face.

HER POV - PUSH IN on the dead girl's face. It's EVE.

INT. SUMMERS' HOME - BASEMENT - MEANWHILE

CIRCLING, CLOSE ON the dejected-looking Potentials huddled on the floor now. We come around to face the girl we thought was EVE, looking down at the floor, seemingly working up the nerve to say:

EVE
Just my personal opinion, but...

PUSH IN, as she looks up at the others.

EVE (cont'd)
I don't think the Slayer can protect
us from The First.

BLACK OUT.

END OF ACT ONE
Act Two

INT. SUMMERS' HOME - FOYER/LIVING ROOM - LATE AFTERNOON

From the foyer, we see Willow helping Dawn with her homework at the dining room table, plates with dinner remnants next to them, as

BUFFY, panicked, bursts in through the front door.

WILLOW
Buffy!?

Buffy looks at them, searching the room with her eyes, then moves toward the living room.

DAWN
What is it--?

Buffy glances over to see Andrew, laying on the living room couch. Seeing her, he bolts upright and casually sweeps the couch, where his feet were, with his hand.

She continues to move on as Willow, Dawn, then Andrew follow her...

INT. SUMMERS' HOME - BASEMENT - CONTINUOUS

EVE/FIRST and the other girls sitting on the floor in a group, in mid-conversation, when they hear:

BUFFY (O.S.)
Get away from them.

The girls look over to see

BUFFY, on the stairs, staring intently at Eve.

The girls look at each other, confused.

KENNEDY
Who... get away from who?

ON EVE/FIRST, looking back at Buffy, getting that the jig's up. Her lips curl into a smirk.

EVE
What's the problem, officer?

ON BUFFY, reaching floor level now. Willow, Dawn and Andrew watch from the stairs.

BUFFY
I said, get away from them. Now!

XANDER arrives, coming up behind them Willow and Dawn.

DAWN
Buffy, what did Eve do?

XANDER
That's not Eve.

BUFFY
Eve's dead.

As this registers with the other girls, they look with horror at Eve/First -- some scamper away, others remain confused.

RONA
I... I don't understand...

EVE/FIRST slowly rises to her feet.

EVE/FIRST
Oops. One more down. Oh, well.
Can't save 'em all, can ya, Buffy?
(to Potentials)
Thanks for the slumber party, girls.
It's been real fun these past coupla
nights. Learned a whole--

BUFFY
Shut up and get out.

EVE/FIRST shoots a look at Buffy.

EVE/FIRST
Or you'll do what?

ON BUFFY, stymied. Nothing she can do. Something else that doesn't go unnoticed by the frightened Potentials.

EVE/FIRST looks at Chloe, who backs away to the wall, terrified.

EVE/FIRST (cont'd)
And Chloe, honey... You don't have to
worry about getting called to be the
Slayer before you're ready. You'll
be dead long before that happens.
(to other Potentials)
All o'you.

She looks over at Andrew, Willow, Dawn and Xander.

EVE/FIRST (cont'd)
Even you.
(to Buffy)
I'm sending a guest over to visit
y'all tonight. After the sun goes
down, 'course. Try to make him feel
welcome. Before he rips ya'll to
pieces.
(lets that sink in)
Bye.

With that Eve/First VANISHES, winking out like the image on an old monitor that's been turned off. The shaken Junior Slayers gasp. Everybody stands around, stunned and freaked for a moment. Then...

ANDREW
I... need to go wash up again.

He turns and shakily heads up the stairs as

THE GIRLS, terrified and whimpering, look to Buffy.

The SOUND of a rushing wind fades up as we hear:

BELJOXA'S EYE (PRE-LAP)
It cannot be fought...

INT. VORTEX - MEANWHILE

ON ANYA and GILES in the Vortex, staring up at

BELJOXA'S EYE (O.S.)
It cannot be killed...

ON THE BELJOXA'S EYE, hovering before them. With no mouth, it's deep, echoing voice emanates from within.

BELJOXA'S EYE (V.O.)
The First Evil has been and always
will be... Since before the universe
was born... Long after there is
nothing else... It will go on.

ON GILES, shaking his head, shouting above the din.

GILES
I refuse to believe that! There has
to be some way to destroy it!

BELJOXA'S EYE (V.O.)
What am I, talking to myself here?
There's no way.

ANYA
(anxious to leave)
Okay, we tried. Let's go, Giles.

Giles ignoring her, continuing to address the eye.

GILES
You're saying The First will succeed
in wiping out the line of Slayers!

BELJOXA'S EYE (V.O.)
The Eye sees not the future. Only
the truths of the now and before.

ANYA
Yes! We all have that! It's called
memory! Can you help us with
something a little more... demony?

Giles gives her a "this isn't helping" look, then turns back to the Eye.

GILES
If The First has been around for all
time... why hasn't it attempted
something like this before?! Why
now?!

BELJOXA'S EYE (V.O.)
The opportunity has only recently
presented itself.

GILES
Opportunity?!

BELJOXA'S EYE (V.O.)
The mystical forces surrounding the
Chosen line have been irrevocably
altered. Become... unstable.
Vulnerable.

ANYA
Why? Something The First did?!

BELJOXA'S EYE (V.O.)
The First Evil did not cause the
disruption. Only seized upon it.
To extinguish the lives of the Chosen
forever.

GILES
Then what caused the disruption?!
What is responsible for letting this
happen?!

ON THE BELJOXA'S EYE, taking a moment before answering.

BELJOXA'S EYE (V.O.)
The Slayer.

OFF GILES' and ANYA'S reaction...

INT. SUMMERS' HOME - DINING ROOM - NEAR DUSK

ON BUFFY, standing amid a din of frightened, demoralized Potentials, talking over each other, along with Dawn, Willow, Xander and Andrew. Big pow-wow spilling out into the foyer.

VI
We should run--

KENNEDY
And go where?

DAWN
Annabelle ran. Look what it got her--

BUFFY
It's safer in than out.

MOLLY
How can you say that? It was here,
Buffy. In the house. Living with us
for days--

CHLOE
And you didn't even know it--

XANDER
None of us knew it--

VI
It could still be here. It could be
any one of us--

WILLOW
No. The First can only take the form
of dead people--

RONA
Yeah, well, there'll be plenty more
of those soon enough.

The discussion devolves into ad-libbed arguments, until:

BUFFY
Hey!

They quiet down and look at her.

BUFFY (cont'd)
Look, I know you're all scared. Me,
too. But Giles and Anya should be
back soon. Hopefully, with the info
we need to stop The First. In the
meantime, we have to stick together.
We're stronger that way. We can't
afford to come apart now.

ANDREW
(stirred)
She's right! Where would the Justice
League be if they hadn't put aside
their differences to stop the
Imperium and his shapeshifting alien
horde?

Buffy glares at him.

BUFFY
Don't help me.

Andrew shrinks away.

XANDER
Buff... Sun goes down, Ubervamp's on
its way. So, plan'd be nice about
now.

Buffy turns to Willow.

BUFFY
Will... Sorry, but I gotta ask...

WILLOW
(tense)
I know. We need a barrier.

BUFFY
A major one. Something tells me this
vamp doesn't need an invite to get in
the house.
(studying her)
Can you do it?

WILLOW
I'll try.

RONA
Try?

KENNEDY
You heard her.

XANDER
(to Buffy)
You sure about Willow doing the hocus
pocus again, Buff? I mean, last
time--

BUFFY
We don't have a lot of choices,
Xander.

CHLOE
And what if it doesn't work? What if
that monster gets through?

BUFFY
(after a pause)
Then we'll deal with it.

The girls look around at each other, with mounting uncertainty.

RONA
Deal? Fight, you mean... How we
supposed to do that?

VI
And with what?

KENNEDY
With whatever it takes.
(to Buffy)
Right?

Before Buffy can answer...

MOLLY
Buffy... You fought the Turok-Han.
And it almost killed you--

CHLOE
And you're the real Slayer.

RONA
What chance do we have?

ON BUFFY, taking in the cloud of defeat hanging over them. She looks over at Willow.

ON WILLOW, looking back.

MOLLY
Honestly. You staked that thing and
it didn't die.

DAWN
No, but that doesn't-

VI
Maybe it can't be killed.

DAWN
That mean we shouldn't try?

RONA
There's that word again.

Buffy picks up Dawn's dirty plate and moves toward the kitchen, past Willow, seemingly lost in thoughts of failure.

KENNEDY
Hey, it's a good word. I like that
word. Means not giving up.

XANDER
What?

KENNEDY
(squinting at him)
I said... Trying is good.

XANDER
I just thought it bared repeating.

He looks over at Willow as she rises, picks up her plate and follows Buffy into...

INT. SUMMERS' HOME - KITCHEN - CONTINUOUS

Buffy enters and moves to the sink as conversation continues in the next room.

CHLOE (O.S.)
Give up. Can we do that? Surrender,
I mean. So it won't kill us--

DAWN (O.S.)
Um, and exactly how many Ubervamps
were at the Geneva Convention?-

Willow enters, hands Buffy the plate and she rinses it off.

KENNEDY (O.S.)
C'mon... We're all Potential Slayers.
You know how to fight even if you
don't know you know it.

Xander wanders in, leans up against the wall, with his arms folded, seemingly listening to the ongoing argument.

VI (O.S.)
Fighting's one thing. Winning's
another.

CHLOE (O.S.)
I... I don't want to die.

Buffy turns and looks at Xander and Willow. We stay on their shared look for a moment.

EXT. HORIZON - STOCK SHOT

The sun slipping below the hills of Sunnydale, bringing night.

EVE/FIRST (PRE-LAP)
The time has come...

INT. UNDERGROUND CAVERN - NIGHT

ON EVE/FIRST, sensing nightfall.

EVE/FIRST
...For all good children to say,
"good night."

She looks over at

THE UBERVAMP, waiting for the word.

EVE/FIRST (cont'd)
Take 'em all. Except for her. Have
fun.

With a snarl, the Ubervamp lurches out of frame.

ON EVE/FIRST, watching it go.

EVE/FIRST (cont'd)
Well, alone again...

She starts to turn...

REVERSE to see she's now BUFFY/FIRST, she crosses in to

SPIKE, still strung up, barely conscious.

BUFFY/FIRST
I just love having you all to myself.

INT. SUMMERS' HOME - LIVING ROOM/FOYER - NIGHT

ON DAWN, peering out the boarded-up window, along with Molly.

DAWN
There's more of them now.

EXT. SUMMERS' HOME - NIGHT

DAWN'S POV - THROUGH CRACKS IN THE BOARDS - THREE BRINGERS standing on the front lawn.

INT. SUMMERS' HOME - LIVING ROOM/FOYER - CONTINUOUS

CUT OUT to see Xander, entering from the kitchen, carrying an axe.

XANDER
And two others out back.

MOLLY
Why aren't they doing anything?
Attacking?

ON BUFFY, at the trunk, passing out weapons to the Potentials.

BUFFY
They don't want in. They're here to
make sure we don't get out.

ON WILLOW discreetly picking up a small glass votive and crossing out of the room.

BACK ON BUFFY as she hands Rona a sword.

RONA
Like this'll do any good. I mean,
what's the point?

Kennedy looks at Rona, grabs her hand gripping the weapon and indicates the tip on the sword.

KENNEDY
It's this end, right here. Stick
that in the bad guys. Any more
questions?

Rona moves off, as Kennedy reaches into the trunk and pulls out a crossbow.

KENNEDY (cont'd)
This'll do me.

BUFFY
Know how to use that?

Kennedy deftly cocks the unloaded weapon and fires.

KENNEDY
Since I was eight.

Buffy hands her a quiver of arrows and she moves off as

ANDREW approaches Buffy.

ANDREW
Can I have something?

Buffy looks at him.

ANDREW (cont'd)
(whiney)
C'mon. The Turok-Han's coming for
me, too, y'know. I have a right to
defend myself.
(then)
If... you say so.

Buffy sighs, reaches into the trunk and hands him a bottle. As she moves off, Andrew stares at it.

HIS POV - The bottle's labeled "Holy Water."

ON ANDREW, registering disappointment. He's about to toss the bottle back in the trunk, then reconsiders, looks around, and cradles his only defense, possessively.

ANGLE ON WILLOW, standing in the downstairs hallway, off the foyer -- the small glass votive in her hand. She's working herself up.

WILLOW
(under her breath)
Facing my fear... I'm facing my
fear... Hear that, fear? I'm facing
you...

She holds out her hand, focusing on the votive.

CLOSE ON THE VOTIVE as it levitates off her palm and hovers in the air.

ANGLE ON KENNEDY, standing behind Willow, watching.

KENNEDY
(casually)
Wow...

Willow's concentration broken, the votive plummets. Willow catches it in her hand and looks at Kennedy.

KENNEDY (cont'd)
You really can float stuff.

Willow puts the votive down on a shelf or table.

WILLOW
Just testing.

KENNEDY
Oh. Right. Heard this voodoo once
turned you into the big, scary.
(smiling)
Big, scary Willow... That's something
I'd almost like to see some--

Willow's head snaps to look at her.

WILLOW
No. You wouldn't.

ON KENNEDY, sorry she touched a nerve.

KENNEDY
Said "almost."

WILLOW
(after a beat)
Last time I tried a spell... The
First... it... had me. Got inside.
I felt it. In every fiber of my
being. Pure, undiluted evil. I
could taste it.

After a beat..

KENNEDY
How's Evil taste?

WILLOW
A little chalky.

They share a nod over that, when...

DAWN (O.S.)
Guys...?

CLOSE ON DAWN, at the window.

DAWN
Something's happening...

Buffy and the others go to the window and look out.

EXT. SUMMERS' HOME - CONTINUOUS

THE BRINGERS are moving aside, parting the way for...

THE UBERVAMP, emerging from the darkness, moving with purpose, coming straight at them.

INT. SUMMER'S HOME - LIVING ROOM/FOYER - CONTINUOUS

ON RONA, along with others, peering out the window, seeing the Ubervamp for the first time.

RONA
Oh, my god.

PUSH IN ON BUFFY...

BUFFY
Here it comes.

EXT. SUMMERS' HOME - CONTINUOUS

CLOSE AND LOW ON THE SNARLING UBERVAMP, TRACKING BACK with it, as it bears down on the house, picking up speed. It fills, then passes frame...

BLACK OUT.

END OF ACT TWO
Act Three

OMITTED

INT. SUMMERS' HOME - FOYER/LIVING ROOM - A MOMENT LATER

CLOSE ON THE FRONT DOOR as the growling Ubervamp, on the other side, slams hard against it. The door cracks.

WIDEN to see Buffy and the others back away from the front door and foyer, as

WILLOW, frantically, incants:

WILLOW
Caerimonia Minerva, saepio saepire
saepsi...

ANDREW
(panicky)
Um... Deflector shields... Deflector
shields up!

BUFFY
Willow--?

SMASH! Everyone cowers as the front door explodes off its hinges, splintering apart, revealing

THE UBERVAMP standing in the ruined doorway, surveying its prey. He sees and is about to lunge at Willow, when

WILLOW, with a forceful wave of her hand, finishes the incantation.

WILLOW
...Saepio impedimentum!

OMITTED

THE UBERVAMP suddenly SLAMS up against an invisible force field. Enraged, the monster begins to POUND violently on the barrier, the impact causing the shield to ripple.

OMITTED

CLOSE ON WILLOW, concentrating - Her eyes flash BLACK with every strike the Ubervamp makes, causing her discomfort.

CHLOE
(hopefully)
It's working!

VI
For the moment.

Buffy looks over at Willow.

BUFFY
Will?

ON WILLOW, continuing to focus.

WILLOW
It's--
(grunt, eyes flash
black)
It's... strong.

ON THE OTHERS - Not liking the sound of that, drop back deeper into the house.

KENNEDY
(re: Willow)
It's hurting her.

BUFFY
Hang on, Will.

WILLOW
I... don't know--

She grunts and her eyes flash black again. And again.

The Ubervamp pounds at the barrier more feverishly. Willow's in agony.

DAWN
She can't hold it.

RONA
(to Buffy)
What do we do? What do we do?!

Buffy looks at her, coming to a decision.

BUFFY
Run.
(to others)
Everybody! Run!

Xander leads the way toward the back. The others follow.

ON BUFFY - She grabs Willow and they make a run for the back as well.

The Ubervamp takes a moment to register the barrier is gone before pursuing them.

29 THRU 34 OMITTED

EXT. SUMMERS' HOME - BACKYARD - CONTINUOUS

XANDER hits a Bringer across the mid-section with the axe, as

KENNEDY puts an arrow in another's head and joins Willow and the others as they run off.

A Bringer comes at Xander. They struggle over the axe for a few moments, then the Bringer freezes. And falls down dead. A stake in his back.

Xander looks up to see Buffy and Willow, moving at him. She grabs him.

BUFFY
C'mon.

As they flee, the enraged ROAR of the Ubervamp can be heard behind them. It carries over into...

EXT. BACK ALLEY - BEHIND DEMON BAR - MEANWHILE

Quiet for a moment. Then, with a FLARE...

GILES and ANYA emerge from the SHIMMERING GATEWAY, which promptly vanishes. They're a little unbalanced at first, having been standing in a swirling vortex, and their clothes and hair are in some state of disarray.

They look at each other, straightening themselves, then walk on, in silence. After a moment. Giles looks at Anya.

GILES
Are you all ri--?

ANYA
I just... still don't understand how
Buffy's death mucked up the Slayer
mojo. Not like she hasn't died
before.

Giles stops and turns to her.

GILES
It's not her dying. The Beljoxa's
Eye was clear... in its enigmatic
way... It's because she lives.
Again.
(then)
Buffy's not responsible for that.

ANYA
NO. It's our fault. Willow and me
and Xander and... and Tara. We
brought her back... We're the reason
The First is here. The reason all
those girls were murdered--

GILES
Anya--

ANYA
So the whole world would've been
better off if Buffy had stayed dead?!

OFF GILES' look, pondering that question.

EXT. N.D. STREET - NIGHT

ON WILLOW, running, leading Dawn, Andrew and the other girls into frame. She turns back to see

BUFFY and XANDER bringing up the rear.

XANDER
No Bringers following. Guess they're
leaving us for old snaggletooth.

WILLOW
Where is the Turok-Han?

BUFFY
Right behind us. Time to split up.

MOLLY
Split up?... We're splitting up? Is
that wise?

BUFFY
(to Willow)
You take the others... find a safe
location.

XANDER
I know a place.

DAWN
(to Buffy)
What are you going to do?

BUFFY
Try to slow the Turok down. Lead him
away from you guys. Get him to chase
me.

DAWN
Buffy, you can't take that thing on
yourself.

KENNEDY
I'll stay.

BUFFY
No --

They hear a FERAL GROWL and look back to see

THEIR POV - The Ubervamp coming up the street behind them.

Buffy looks at Andrew, and grabs the bottle of Holy Water out of his hand.

ANDREW
Hey! I need that!

BUFFY
Willow, you and Xander, get everybody
out of here...
(off their hesitation)
Now!

She takes off toward the UBERVAMP

WILLOW
(to others)
C'mon...

They run off. Dawn pauses, continuing to look as

BUFFY jumps and double kicks the Ubervamp high in the chest, bouncing off, barely affecting him.

ON DAWN, as Xander grabs her...

XANDER
Hafta go, Dawnie.

He pulls her along, following the rest.

ON BUFFY, landing on her back. As the Ubervamp lunges at her, Buffy smashes the bottle hard into the Ubervamp's face.

ON THE UBERVAMP, stopping its attack momentarily, as its face sizzles and smokes, blistering. And not minding. Much. It grabs Buffy's wrist and flings her hard into the side of a parked car, setting off the ALARM.

The Ubervamp advances on Buffy, seemingly winded by the impact. Buffy picks herself up and starts to stagger away.

TRACKING WITH THE UBERVAMP, following Buffy, slowly at first, savoring the hunt.

TRACKING WITH BUFFY - She looks behind her, sees the Ubervamp in pursuit and starts to pick up her pace.

CLOSE ON THE UBERVAMP, as he moves faster now... Then, suddenly, stops, thoughts racing through its feral brain. He turns, looks back toward where the others ran... and exits frame.

EXT. CONSTRUCTION SITE - NIGHT

CRANE UP on Xander, Willow, Andrew, Dawn and the Potential Slayers as they enter

AN EXCAVATION PIT, where the foundation of a large building will be erected. An unoccupied earth mover and cement mixer sit idly by. Piles of cinder blocks, spools of electrical cable and barbed wire, shovels and other tools rest near a large wheelbarrow. Mounds of dirt piled high around the edges.

NEW ANGLE as they move through the dimly lit space, looking around.

MOLLY
Where are we?

XANDER
Future site of the new Public
Library. Opening May, 2003
(then)
If I ever get back to work.

He crosses off, out of frame, as the others mill.

RONA
This what you call a safe location?

VI
It's the middle of nothing.

WILLOW
It'll do. Everybody, spread out.
Take positions...

ANDREW
Um... What's my position?

WILLOW
And don't make a sound.

As others comply...

RONA
That's the plan?! Spread out?!

DAWN
(looking around)
Xander...?

RONA
That thing is gonna kill Buffy, then
come for us. For all we know, it's
killing her right now.

ON KENNEDY, seeing something.

KENNEDY
Or it could just skip that part and
come straight here.

The others turn to see, to their terror...

THE UBERVAMP standing at the other end of the pit.

BLACK OUT.

END OF ACT THREE
Act Four

EXT. CONSTRUCTION SITE - NIGHT DOLLY BACK, CLOSE ON THE UBERVAMP as he starts to move in.

ON WILLOW, KENNEDY and DAWN standing their ground for the moment as the others back away in terror, looking behind them, seeing no immediate escape route. Chloe is frozen with fear.

CHLOE
Oh, god... Oh, no.. no no no...

WIDEN as the UDERVAMP advances, easily tossing the tool laden wheelbarrow in its path aside. Everyone drops back as far as they can go. The Ubervamp is almost upon them when...

A BANK OF FLOODLIGHTS suddenly SLAM on behind Willow and the others, shining right in the face of the Ubervamp, who stops, wincing momentarily from the harsh light. Then...

ANOTHER BANK OF LIGHTS slams on.

THE UBERVAMP turns toward this new light source.

ANGLE ON A HAND throwing on another switch in a series of circuit breakers on a portable generator. WIDEN to see it's XANDER.

YET ANOTHER BANK OF LIGHTS slam on, this time illuminating

BUFFY, standing atop the pile of cinder blocks. Arms folded. In total hero mode.

THE UBERVAMP turns to face her.

DAWN
Buffy?

MOLLY
What's she doing?

Kennedy starts to move in on the Ubervamp, his back to her. She raises the crossbow, until Willow puts a hand on her arm to stop her. Kennedy looks at Willow.

WILLOW
Just watch...

She turns her gaze back to Buffy.

WILLOW (cont'd)
It's showtime.

ON BUFFY, addressing the Ubervamp.

BUFFY
Think you've won, don't you? Got us
trapped... Now you're all pumped up,
ready for the slaughter. You and
your boss, The First.

She jumps down off the blocks, circling the Ubervamp.

BUFFY (cont'd)
Here's the joke, hellboy... You're
the one who's trapped. With me. I
don't know whether I can beat you or
not, but whatever happens, we finish
it here. And now.

PUSH IN as she stops, taking up a fighting stance.

BUFFY (cont'd)
Welcome to Thunderdome.

ON ANDREW, in heaven.

ANDREW
(muttering to himself)
Two men enter, one man leaves.

Willow and Xander grab Andrew away from his happy ringside seat and together, they usher the group (Dawn, Potentials, themselves) quickly to a construct of SCAFFOLDING. They begin to climb to (relative) safety.

ON BUFFY and the UBERVAMP circling each other for a few beats, sizing each other up.

Then, Buffy attacks. She's strong, in control. But the Ubervamp's still stronger. Knocks her around a bit. But Buffy keeps getting up and launching herself at the Ubervamp again.

ON DAWN - She looks at Willow.

DAWN
This... You planned this. Letting
the barrier fail. Bringing us here.
You and Buffy...

Willow never takes her eyes off the fight, but nods briefly and we:

FLASHBACK TO:

40 INT SUMMMERS' HOME - DINING ROOM - NEAR DUSK

ON BUFFY, during the big pow-wow earlier. She looks over at Willow...

RONA (O.S.)
What chance do we have?

And as the other conversation continues in the room, Buffy speaks to Willow, telepathically.

BUFFY (V.O.)
Willow, can you hear me?

ON WILLOW, looking back.

WILLOW (V.O.)
Yeah.

BUFFY (V.O.)
We're losing them. Can't let that
happen. I got an idea.

Buffy picks up Dawn's dirty plate and moves toward the kitchen, past Willow...

BUFFY (cont'd; V.O.)
Grab Xander.

Willow looks at Xander.

WILLOW (V.O.)
Xander.

XANDER
(a little startled)
What?

KENNEDY
(squinting at him)
I said... Trying is good.

XANDER
(covering)
I just thought it bared repeating.

He looks over at Willow...

FLASH INTO:

INT. SUMMERS' HOME - KITCHEN - FLASHBACK

ON BUFFY, at the sink, turning to look at Xander and Willow as if they were in the kitchen.

BUFFY (V.O.)
... I have to slay the Neander-vamp if
I'm going to get Spike out of that
cave. But I need those girls to see
me do it.

ON WILLOW, looking at Buffy.

WILLOW (V.O.)
I get it. You wanna put on a show.

ON XANDER, leaning up against the wall, arms folded.

XANDER (V.O.)
I know the perfect place...

FLASH FORWARD TO:

EXT. CONSTRUCTION SITE - PRESENT

ON THE RAGING BATTLE - The Ubervamp continues to have the advantage, swatting Buffy around like a ragdoll. At one point, he PUNCHES her so hard she rockets back away from him, and slams into the scaffold, causing it to shudder and shake.

ON KENNEDY - Trying to steady herself, she DROPS the crossbow.

ON BUFFY, noticing the weapon fall near her as UBERVAMP rushes her.

BUFFY grabs the crossbow, turns and in one motion, FIRES - sending an arrow right above the Ubervamp's breastbone. The vamp barely notices as it continues for her...

MORE COOL ASS FIGHTY STUFF as Buffy grabs a pickaxe and deals some blows, misses more.

Eventually, on one of her assaults, the Ubervamp grabs Buffy by the throat and lifts her off her feet. Crushing the air out of her. Buffy struggles to little avail.

ON RONA, her Slayer heart kicking in.

RONA
It's killing her.

MOLLY
We... We have to do something.

WILLOW
(conflicted)
Wait.

ON BUFFY - she reaches down to the arrow protruding from the Ubervamp's chest and turns it. The Ubervamp grunts from the pain she's inflicting and squeezes harder. Then...

BUFFY snaps the arrow in half and plunges the broken shaft into the Ubervamp's eye, exploding it.

The Ubervamp HOWLS in agony and releases its hold on Buffy. Buffy falls to the ground as the Ubervamp WAILS, pulling the shaft out of its eye socket, clutching its face.

Buffy gets up, summons up all the Slayer strength she has left, and begins to pummel the wounded Ubervamp -- a severe, bone-crunching volley of punches and kicks.

THE UBERVAMP, staggers back from the blows, trying to fend them off, having a hard time seeing out of its other eye with all the blood and puss flowing from the socket.

Buffy continues her assault, driving the Ubervamp back, until...

CLOSE ON SPOOL OF BARBED WIRE, as the Ubervamp stumbles over it onto the ground.

In a flash, Buffy is there. She grabs the end of the barbed wire coil, gets behind the Ubervamp, who's gotten to his knees, and wraps the wire around his neck.

THE UBERVAMP struggles as the barbed wire cuts into him.

ON BUFFY, a burning determination in her eyes, as she pulls as hard as she can, until...

CUT OUT as the Ubervamp's virtually decapitated head, explodes into DUST, followed a millisecond by its body.

ANGLE ON THE POTENTIALS - staring in awe.

ON BUFFY, bloody, bruised and winded. After a moment she looks up at them.

BUFFY
See...

She pulls herself up to her shaky feet, holding out her hands, then shaking off the Ubervamp's dusted remains.

BUFFY (cont'd)
Dust. Like the rest of them.

She crosses in to them.

BUFFY (cont'd)
I don't know what's coming next. But
I do know... it's all gonna come down
just like this. Hard. Painful...
But in the end... It's gonna be us.
If we all do our part... Believe
it... We'll be the ones left
standing.

CUT OUT to the Potentials taking in Buffy's words for a few moments, before she starts to walk off...

(on her back)
Here endeth the lesson.

Everyone watches her go. Then, Kennedy starts to follow her, then Molly, then Rona and the others. As they leave...

SOMEONE'S POV - watching the Potentials and others follow Buffy away.

SWING AROUND to reveal

EVE/FIRST, looking furious.

DISSOLVE TO:

INT. UNDERGROUND CAVERN - LATER THAT NIGHT

CLOSE ON SPIKE, hanging up on the wall, as his eyes flutter open to see

BUFFY, still exhibiting the wounds of her battle, standing before him, holding a Bringer's dagger.

Spike begins to smirk, wryly.

SPIKE
A... knife, now, is it?... What..
What'll that--? Y-you can't... hurt
me. You're just... just a bloody
figment, you are. Just a--

He stops as she moves in and starts to cut his bindings. Spike looks in her eyes. Full of pain and empathy. And in the moment, he knows. It's Buffy. And he starts to weep.

Without a word, Buffy finishes cutting the bindings tying Spike's hands to the wall. He starts to fall, but she catches him. Holding him up.

Spike stares at her. She offers him a small, comforting smile. And then, slowly, letting him lean on her... they walk away together.

BLACK OUT.

END OF SHOW