REVEAL: BUFFY stands watching with MOLLY, who's taking notes on a little pad, and KENNEDY, who sits on a gravestone, watching intently.

This has all been part of a lesson.

Spike still has Vi's arm twisted behind her back. Rona SITS UP.

Spike rolls his eyes at this, nods to Vi.

Spike lets Vi go. She backs away quick. Rubs her arm. Buffy addresses the entire group. She's holding a stake in her hand.

Rona searches for the right answer.

Buffy turns to Spike.

Buffy nods.

Spike nods, circles away, preparing for action.

Buffy turns away from him, facing the girls. We don't see Spike in frame.

Spike, in vamp-face, comes charging into frame, flying at Buffy. She steps away quick, as though she's running away, and then DROPS to the ground. He goes SAILING over her -- WHACK -- into a tombstone.

As Spike struggles to get to his feet, Buffy leaps on him. They roll, he ends up on his back.

She's straddling him, holding him by the neck with one hand and spinning the stake up into a kill position with the other. As they hold this position:

Spike exhales. Buffy looks down at him. He's clenching his jaw. He's clearly in some pain, but trying very hard not to show it.

She lowers the stake. He shifts her weight to the side and sits up a little.

She puts her hand up under his shirt, feels along his rib cage. She looks at him with genuine concern -- his injury's worse than he's letting on.

He reaches down, grabs her hand. He takes it away from his rib cage but continues holding it.

Tender beat between the two of them as they look at each other.

ANGLE ON the rest of the girls, all watching intently. Molly has her notepad out. She looks confused.

Buffy gets to her feet, helps Spike up.

ANGLE ON Buffy as she turns and faces the group.

Molly and Vi sit on the floor goofing around. Vi is trying to tickle Molly.

Kennedy is standing in the corner, stretching her quad by pulling her ankle up to her rear. She's whispering inaudibly to RONA, who laughs occasionally.

In the BG, DAWN, sits watching with her legs dangling sideways off the staircase, her arms resting on the banister.

Buffy looks at the girls. This is the next generation?

Suddenly, she releases the battle-axe...

WHIZZZ! It flies across the room and

THWACK! lodges in the wall.

She's got their attention now.

The girls are startled.

Buffy walks over to the punching bag.

Yanks out the battle-axe.

They're paying attention now.

Dawn can't resist a chance to jump in:

Looks of relief.

The girls exchange gloomy looks.

Pride begins to fill the room.

Buffy props the axe against the wall. As she walks back towards the stairs, the girls stare at her in awe.

Buffy passes Dawn.

Buffy continues up the stairs. Dawn's a little disappointed, but restrains herself.

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

Buffy, harried from being up most of the night, sits at her desk. She's on the phone.

AMANDA, the girl from the counseling montage in "Help" enters, gingerly approaches. Buffy waves her over.

Buffy hangs up as Amanda looks at her funny.

Buffy sits back.

She snaps out of it, looks at Amanda.

We hold on Amanda's look as:

INT. SUMMERS' HOUSE - LIVING ROOM - DAY

Late afternoon. Buffy's enters, immediately finds TOTAL CHAOS.

XANDER stands next to the OVERTURNED BOOKSHELF, various knocked-over, broken items scattered about.

Rona and Vi are standing near him. Andrew stands to the side.

The group falls silent, realizing Buffy is there.

Willow comes down the stairs.

INT. SUMMERS' HOUSE - DINING ROOM - NIGHT

Buffy, Xander, Willow, Anya and Dawn sit around the table. As we pull around, we come to see that Andrew is there, too, listening intently.

Willow shakes her head no.

Dawn nods, looking resigned.

Buffy doesn't notice Dawn's tone.

Andrew pumps his arm, a little too enthusiastically.

Off Andrew's disappointment:

INT. SUMMERS' HOUSE - KITCHEN - NIGHT

Rona, Vi and Molly, dressed for patrol, excitedly choose from a pile of weapons on the kitchen counter. Molly picks up a crossbow.

Dawn, on her way to the refrigerator with some wrapped leftovers, has to step into Molly's line of imaginary fire. Dawn reacts good-naturedly.

Vi grabs a weapon:

The other girls aren't really paying attention -- not mean, just excited about their own deal. Rona selects a weapon...

Kennedy enters from the living room and joins the group in time to hear...

Dawn looks up from scraping the casserole into the garbage...

The rest of what Dawn might have said is lost as Buffy enters, also dressed for patrol, with Andrew following close behind.

Andrew sulks as Spike enters. The room is extremely crowded now.

Buffy and Spike head out through the dining room. Kennedy, Rona, Molly and Vi troop behind.

Dawn and Andrew look at each other.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Willow, Xander, Dawn and Anya stand together near the fireplace. A fire BURNS brightly. As Willow incants:

She tosses in a molted SNAKE SKIN and a butterfly chrysalis.

She adds some BRAMBLES to the fire.

As she tosses in an EGG, the room starts to fill with ORANGE NOXIOUS SMOKE.

It reeks of rotten eggs.

They all start to COUGH.

The ORANGE SMOKE begins to concentrate into an amorphous shape about six feet in diameter.

They watch the blob of orange smoke as it quivers in the middle of the living room.

Dawn heads towards the front door.

Xander puts a hand on Willow's shoulder.

Will nods half-heartedly.

She's distracted by the orange blob that is now more dense (Around 2 ft, diameter) and MOVING QUICKLY towards Dawn.

INT. SUMMERS' HOUSE - FOYER - CONTINUING

Dawn turns back to look at Willow, just as

VSHOOSH! The BALL OF ORANGE SMOKE heads right for Dawn and

Hits her hard -- SMACK! -- right in the gut like a medicine ball. Pinning her to the door.

The orange smoke begins to surround Dawn, radiating around her like an aura.

ANGLE ON WILLOW AND XANDER watching from the living room doorway.

ANGLE ON DAWN as she looks at Willow and Xander, her eyes wide and bright. A stunned look takes over her face as she realizes...

She is the Potential.

Dawn nods, slowly. Willow extends a hand, but Dawn gets up by herself.

In silence she walks back toward the living room.

INT. SUMMERS' HOUSE - LIVING ROOM - CONTINUING

Xander, Willow and Anya follow Dawn. Dawn turns slowly to face them.

Dawn, overwhelmed, sits down suddenly on the sofa.

Xander is almost as shaken as Dawn.

Dawn is up and pacing now...

Dawn is struck by another heavy thought, and it drives her down into a chair again.

Angle on Dawn for a beat while that sinks in.

She's up and pacing again.

Dawn looks at Anya, dead serious.

Dawn sits down again, overwhelmed.

Andrew enters.

Andrew nods wisely.

Dawn heads for the stairs...

Dawn heads upstairs. Andrew, Willow, Xander and Anya stay.

Andrew taps Willow on the knee like an enthusiastic guest on a talk show.

OMITTED

INT. SUMMERS' HOUSE - DAWN'S ROOM - NIGHT

Dawn enters her room, leaving the door slightly open behind her. She leans, exhausted against the wall near the door. She can clearly hear:

INT. SUMMERS' HOUSE - LIVING ROOM - CONTINUING

The discussion continues, and it's turning into a bit of an argument.

INT. SUMMERS' HOUSE - DAWN'S ROOM - CONTINUING

Dawn walks over to a full-length mirror. Looks at herself in it. She continues to hear:

Dawn stands up taller, trying to see herself as the Slayer she will be someday.

Dawn slumps. She doesn't see a Potential Slayer, but a scared young girl.

She turns away from the mirror. She's not ready for this.

Dawn walks to her window.

Dawn opens her window, and climbs out.

INT. DEMON BAR - NIGHT

Buffy, Spike, Kennedy, Rona, Vi and Molly have just entered the dark bar.

As Buffy leads them into the crowd, the girls stare agog at the demon scene.

Molly whispers to Vi:

Now the demons are looking back at them.

AN IMPOSING DEMON takes a step toward them.

Spike steps forward to face off with the Imposing Demon... he towers over Spike.

Imposing Demon backs down. Spike returns to the girls.

The girls make faces.

Vi looks at him, frightened.

From behind her, CLEM appears:

He pulls Buffy towards him in a casual embrace.

Kennedy leans in toward Rona.

Clem releases Buffy from the hug.

She pulls him aside and whispers something in his floppy ear. He nods. The girls watch them.

Clem and Buffy reapproach.

He leans in as if he's gonna say something softly...

ANGLE: OVER CLEM TOWARD THE GIRLS... WE SEE THAT HIS ENTIRE HEAD EXPANDS IN AN ALARMING FASHION (CGI).

WE CAN'T SEE WHAT HE LOOKS LIKE, but the girls can, and from their reactions we can tell it's terrible.

EXT. NEIGHBORHOOD NEAR SUNNYDALE HIGH - NIGHT

Dawn walks by herself through a residential neighborhood. It's dark and the streets are empty. She's deep in thought.

She walks for a bit. And then sees another pedestrian turn from a side street and walks towards her. Her jaw clenches; is she about to face danger?

As the figure approaches, we recognize Amanda.

A second later, Dawn recognizes her too; they've seen each other around school. Amanda seems to be deep in thought too. She wears a backpack and, despite the cold, no jacket.

They stare at each other; awkward.

Dawn thinks about this: will she ever go back to school?

Dawn's tone makes Amanda pause.

As Amanda fiddles with her hair, Dawn notices a bleeding scratch on her temple.

She points at Amanda's wound.

Amanda touches her temple and then looks at her fingers. They're wet with BLOOD. She laughs inappropriately.

Amanda sucks on her bloody fingers nervously.

She smiles an anxious but excited smile. Dawn looks at her, concerned this girl is a victim, hurt and possibly in shock. Dawn can help.

Dawn puts a protective hand on Amanda's arm.

Amanda stares at her.

Amanda lets out a nervous, slightly loony giggle.

She's not going to answer that one directly.

She smiles at Dawn. Nods a couple times, like "that ends that."

Dawn looks at Amanda expectantly, what happened next?

After a beat, Amanda notices.

Dawn thinks. Looks at Amanda: shivering, bleeding.

Dawn thinks. Slowly shakes her head.

INT. SUNNYDALE HIGH - HALLWAY - NIGHT

Amanda, who is already inside, helps try to pull Dawn through an open window into the darkened hallway.

Dawn is wedged in the window, awkwardly trying to get her bottom through before her legs are in.

Amanda pulls Dawn through, and helps her find her feet.

Amanda points down the hallway.

They walk towards the stairs. Dawn gradually recovers from her pulled muscle.

Dawn is a little. But she's on a mission.

Behind them the window closes by itself with a SLAM!

They both start. Amanda laughs her weird giggle.

Dawn looks at her. They continue down the hallway. Dawn first, with Amanda slightly behind her. Pretty schmuck-baity.

Dawn stops and turns to stare at Amanda.

INT. UPSTAIRS HALLWAY - OUTSIDE CLASSROOM - NIGHT

A few minutes later. They've stopped at a classroom door. It has no window.

Dawn reaches out and brushes her fingers against the door, anticipating what's inside.

Amanda looks at Dawn's confident expression.

Dawn looks back at Amanda.

Dawn puts her hand on the door knob. And then in one quick motion, flings it open. REVEALING...

Nothing. Just a normal classroom.

They enter hesitantly, but not very far in. They look around. Amanda's starting to look pretty scared. They back themselves back into the doorway.

WIDE ANGLE FROM INSIDE THE ROOM: The girls, standing in the doorway. Above them, perched on the ledge of the door frame: VAMPIRE.

POV shot: the classroom is empty.

Dawn reaches in, and quietly begins to shut the classroom door.

And the second Dawn says "here," the vampire DROPS into frame, right in front of the girls, (possibly with a giant MUSIC STING) and rises to its full height, showing a mouth full of fang. Dawn and Amanda SCREAM.

Dawn tries yanking the door shut, but the vamp RIPS it open, nearly tearing it off its hinges.

Dawn and Amanda RUN. Camera follows. The girls head for a STAIRCASE...

INT. SCHOOL HALLWAYS - NEAR FRONT DOORS - NIGHT

Now running towards the camera, really hustling. Past the camera, and to the front doors.

Which they push and pull at frantically...

But the doors are locked.

Out of breath, they turn around and find themselves face to face with:

The vampire! About fifteen feet behind, closing in fast, running low to the ground, feral, an animal. And not a weapon in sight.

Amanda SCREAMS.

Dawn freezes: can she really handle this?

She looks at the terrified Amanda.

Then at the Vamp.

Then deciding, Dawn smashes glass with her elbow and YANKS the FIRE EXTINGUISHER from its mooring.

The vamp closes in.

Dawn fumbles with the metal pin of the extinguisher, looks at the canister's side, starts reading instructions.

The vamp LUNGES the remaining distance between itself and the girls. Dawn and Amanda both SCREAM, trapped against the locked doors. Dawn instinctively SWINGS the metal canister hard, and - lucky - smashes the vamp hard on the jaw, knocking it back. The vamp hits the floor, slides.

Dawn wastes a second to watch, amazed at what she's just done. Then the pissed-off vamp leaps to its feet.

Dawn THROWS the extinguisher at it, grabs Amanda by the hand and RUNS!

They book it, down the hallway, heading for the stairs. The Vampire right behind them.

INT. VAMP NEST - NIGHT

Buffy is deep in a CRYPT, walking with Spike. She points her FLASHLIGHT behind her where Kennedy, Rona, Vi and Molly linger a bit behind, taking in their spooky surroundings.

The place is laid out and decorated like a dorm room/flop house. A few plastic crates. Some loose bedding. Even a poster or two.

Spike looks hurt. Buffy notices but ignores him.

Oops. Buffy slipped. All the girls await her answer.

She claps her hands, changing the topic, and addresses the Potentials:

Pause. The girls don't move for a moment, too creeped out by the thought. Buffy gestures, "go on," and one by one, they fan out, looking around. Spike crosses to Buffy.

Spike awaits the answer, ready for a little give and take, but Buffy's attention is somewhere else.

Spike follows her gaze. Reverse to reveal: the Potentials are all huddled around something. Rona calls back:

Buffy steps forward. The Potentials part to reveal: A BODY. Of a YOUNG MAN, head down, face obscured.

Buffy steps before the group of Potentials, reaches out, and lifts the young man's head to face him.

Buffy lets the head drop, steps back, pulling her stake. The Potentials back up behind her, fearful, watching.

The dead man's HEAD RISES. Grinning, eyes lifeless.

INT. SUNNYDALE HIGH - UPSTAIRS HALLWAY - NIGHT

Tracking low and fast, whipping around a hallway corner, we pick up on Dawn as she leads Amanda, both running as fast as they can, around a corner and down the hall. The vampire isn't in sight.

Dawn opens the door marked "CHEM LAB."

Amanda follows her in.

INT. SUNNYDALE HIGH - CHEM LAB - CONTINUING

Dawn slams shut the door, presses her body against it.

THE FOLLOWING IS ALL PLAYED IN A WHISPER.

Amanda looks around, grabs a stool, starts pulling it over.

Dawn leaves the door and begins to push the large TEACHER'S DESK. Amanda helps and together they try budging it.

But Dawn keeps pushing. Amanda, seeing Dawn's effort, helps her and together the two of them just manage to get the heavy desk up against the door. Done. They look to each other in a beat of satisfaction. Amanda tries to look through the small window in the door to the hallway. Dawn pulls at Amanda's shirttail.

Together, they sit on the ground their backs to the desk, catching their breath. Amanda looks at Dawn.

BOOM! Before Dawn can answer, the desk gets SHOVED half a foot forward. The vampire's at the door. Pounding.

BOOM! It happens again And we cut to.

INT. VAMP NEST - NIGHT

Buffy backs up into frame, stake at the ready, poised for fightin'. The Potentials cluster behind her, watching. The DEAD GUY enters frame, stalking Buffy.

Buffy PUNCHES the dead guy square in the face and he MORPHS into vamp-face.

Lightening-fast, the vamp attacks Buffy, tackling her out of frame. And on that we CUT TO:

INT. SUNNYDALE HIGH - CHEM LAB - NIGHT

BOOM! Dawn and Amanda are getting shoved back away from the door, the desk still acting as a barricade, but giving way.

The desk is now getting shoved back, slowly, inch by steady inch, the girls' feet sliding back on the tile floor...

And as the vampire's growling builds to a ROAR we cut to:

INT. VAMP NEST - NIGHT

WHAM! Buffy's vampire HITS THE CRYPT FLOOR. Buffy stands upright, having just flipped him hard.

The vamp gets back up, breathing hard, pissed. He circles Buffy, their fight about to go to a new level. Spike pulls the Potentials back just a bit.

And faster than the eye can follow, the vamp LASHES OUT with a backhand blow, knocking the stake from Buffy's hand.

Kennedy takes a step forward, wanting to get into it. Spike places a hand on her shoulder, holding her back. He shakes his head.

INT. SUNNYDALE HIGH - CHEM LAB - NIGHT

Dawn and Amanda continue to struggle against the door as it opens, slowly, unstoppable, almost enough to let the vampire in.

They get shoved further forward, struggling harder.

And in the midst of the power struggle against the vampire, Dawn beams for just a second. Then, CRASH! The vampire shatters the door and begins to climb in over the desk and into the room.

Dawn and Amanda back up, trapped.

INT. VAMP NEST - NIGHT

Buffy engages in a rough BRAWL with her vamp.

OMITTED

INT. SUNNYDALE HIGH - CHEM LAB - NIGHT

Buffy's speech plays over this scene.

As Dawn faces off with the vampire. She is unarmed. In the BG corner, Amanda cowers, hugging her knees.

CLOSE ON DAWN, her eyes narrowing her breath coming hard.

Dawn moves left; he blocks her path. The right; he's there. Her movements are frenetic, clumsy. The total opposite of Buffy's smooth precision.

Dawn shoves a STOOL at the vampire. He easily pushes it out of his way, comes towards her.

She starts throwing EMPTY BEAKERS at him.

The glass SHATTERS around him, doing no harm.

Dawn looks around frantically. Spots a California State Flag hanging from a wooden flag pole in the corner.

She grabs some FULL BEAKERS. Throws them.

The chemicals SIZZLE as they hit him... burning him and slowing him down for a minute...

Dawn jumps up and grabs the flagpole. Tries to snap the length of wood across her knee. It doesn't break, just hurts like hell.

She SMASHES it against the wall. The flag end breaks off and she's got a nice JAGGED PIECE OF WOOD.

Dawn SLASHES BLINDLY at the vampire with her make-shift weapon. She's SCREAMING, wild with battle-lust.

Dawn swings wide and instead of hitting the vampire, hits the wall. She's thrown off balance, stumbles back.

The Vamp lunges, knocks Dawn to the ground. Pins her.

INT. VAMP NEST - NIGHT

Buffy punches the vamp off her as the Potentials watch. Spike, unseen by the group, slowly steps back, away from the group - toward the door. Buffy keeps fighting until she's fought herself into position right next to the crypt door.

And with that, Buffy DROPS HER STAKE and vanishes, out the door and gone. The Potentials, dumbstruck, watch her go. As does the vamp.

The doors LOCK shut behind Buffy with an echoing metallic CLANG. Beat. The vamp looks at the Potentials. They cluster together, looking shit-scared.

And he ATTACKS.

EXT. VAMP NEST - NIGHT

Outside the crypt. Buffy joins Spike, who's been waiting outside. She pauses, hearing the sounds of a terrible fight coming from within the crypt. She hesitates, wanting to go back in. She places her hand on the crypt door's knob.

Spike places his hand atop hers, stopping Buffy from re- entering.

They stay, listening to the fighting sounds escalate.

INT. SUMMERS' HOUSE - HALLWAY OUTSIDE DAWN'S ROOM - NIGHT

Willow raps gently on Dawn's door. Xander and Anya stand by her side.

She raps again. No response.

Xander opens the unlocked door.

They enter.

INT SUMMERS' HOUSE - DAWN'S ROOM - CONTINUING

And see the room is empty.

And the window is open.

INT. SUNNYDALE HIGH - CHEM LAB - NIGHT

Dawn struggles beneath the vampire, kicking at it. Fighting with everything she's got.

Amanda is frozen in the corner, too scared to move.

The vampire opens its jaws preparing to feed on Dawn when

CRASH!

The windows SHATTER and THREE BRINGERS enter, having swung in from the roof.

The vampire is startled. Dawn scrambles out from underneath.

Just as she gets to her feet, she is GRABBED by two of the Bringers.

Who look at her, and then TOSS HER TO THE FLOOR.

Their heads dart left and right, looking... and then they find who they are looking for:

Amanda cowering in the corner.

They rush for Amanda.

From the ground, Dawn looks at the Bringers and Amanda. Amanda flattens herself against a far wall. One Bringer places his hand upon the hilt of his dagger and unsheathes it (NOT raising it high.) The Bringers approach Amanda, making their way for her and her alone, throwing school desks aside, approaching.

She realizes: she's not the Potential, Amanda is.

Amanda follows Dawn: over the teacher's desk, through the shattered door and into the:

INT. SUNNYDALE HIGH - UPSTAIRS HALLWAY - CONTINUING

Where they run down the hall. Dawn's still holding the jagged piece of wood.

They run to the:

INT. SUNNYDALE HIGH - STAIRCASE - CONTINUING

Where Dawn pauses. Amanda does likewise. She looks at Dawn, her face blanched with terror

Dawn pauses, looks at Amanda. Does she have to tell her? Then:

Amanda is shattered; she's about to cry.

Amanda looks at her, confused.

ANGLE ON the vampire and the three Bringers as they charge down the hallway, towards the two girls.

ANGLE ON XANDER. He's paused on the landing below, watching Dawn and Amanda.

ANGLE ON DAWN. As she extends the jagged piece of wood to Amanda.

Tentatively, Amanda accepts the make-shift stake from Dawn.

ANGLE ON XANDER. As he charges up the stairs.

ANGLE ON THE VAMPIRE AND THE BRINGERS as they reach the girls.

AMANDA turns to face the enemy. Terrified.

She looks to Dawn. Who nods; you can do it.

And then Amanda turns back. Ready, or as ready as she can be.

ANGLE ON XANDER running up the stairs.

ANGLE ON BUFFY AND SPIKE as they join him on the staircase. Xander grabs Spike, looks at them -- what the hell are you doing here?

ANGLE ON AMANDA as she holds the pole like a fighting staff (or a kayak paddle.) She SLAMS one end and then the other at the BRINGER.

Dawn kicks another Bringer in the shins...

The vamp THROWS A PUNCH at Amanda. She ducks.

ANGLE ON BUFFY and Spike as they charge into the fray (Xander comes up the stairs shortly after.) Buffy grabs a Bringer's wrist and STABS it with its own knife. One down. She tosses the knife to Spike. He catches it and GUTS the second Bringer.

Buffy wheels and sees.

The vamp LUNGE at Amanda. Without thinking, acting on pure instinct, Amanda wheels, does a cool deflection of the vamp's attack, and then WHACK stabs it right through the heart.

Amanda's just as surprised as we are, eyes wide as she watches the vamp explode into dust.

ANGLE ON BUFFY as she catches the third Bringer.

and CRACK snaps his neck. He crumples to the ground. Three Bringers down.

Buffy looks up at Amanda.

Amanda stares at Buffy, soaking this in.

Buffy doesn't know where to start.

She turns to Buffy.

INT. SUMMERS' HOUSE - LIVING ROOM - DAY

The next day. Rona, Kennedy, Vi, Molly and Amanda sit together in the living room. The girls are excitedly welcoming Amanda to the fold. Rona's in the middle of a story:

The girls all nod in agreement and then excitedly begin talking over one another.

DAWN moves into the doorway. Sees the girls all focused on Amanda. She watches them, but the girls don't notice her.

PUSH IN ON DAWN

A host of emotions playing across her face, as the girls continue to chatter.

We're still on Dawn as a voice turns her. Buffy.

Dawn sees Buffy and Xander standing behind her. Buffy reads her pained look.

A beat. Dawn's expression shifts. Moves to simple resolve.

Buffy heads off, and the girls get up and file downstairs. Dawn and Amanda meet eyes as she passes. Amanda smiles timidly. And then she's gone with the others - in another world.

Dawn watches them go, then crosses to the table. Opening a book, she realizes Xander is standing behind her. Turns.

She feels it, but she's still brave-face gal...

He stands, looking at the windows as he says it.

She's busted.

He turns to her again.

She's shyly welling up. He goes to her and kisses her on the forehead, heads out toward the front. She stops him.

Their smiles are as sad as they are strong. He exits, leaving Dawn to think a moment, then to start her work again.