The Killer in Me

December 9, 2002 (WHITE)

Written by: Drew Z. Greenberg
Directed by: David Solomon

Teaser

INT. SUMMERS' HOUSE - LIVING ROOM - DAY

BUFFY and DAWN on the couch as GILES enters from the dining room.

GILES
Now, you're sure you'll all be all
right here?

DAWN
You'll only be gone for two days.

BUFFY
I think we've managed without you for
a bit longer than that.

Giles stops, looks at her.

GILES
Right. Well, thank goodness I
needn't worry myself with the idea of
bad things happening in my absence.
You getting shot, for example. Or
throwing everyone in the basement and
trying to kill them. Or Willow
turning evil...

DAWN
Oooh, don't forget, Anya turned evil,
too.

Buffy turns, stares at Dawn. Not amused. And, back to Giles:

BUFFY
Okay, just leave.

GILES
(noticing)
Dawn, Vi left her notebook there next
to the TV. Would you mind taking it
out to her in the car?

DAWN
Sure.

GILES
And maybe whack her in the head with
it as a reminder not to leave it
lying all about?

DAWN
On it.

She leaves. Giles turns to Buffy.

GILES
I'm a bit twitchy about leaving you
alone again with things in such a
state of flux.

BUFFY
I know - but you should go. The
girls need this trip to understand
the source of their power. And to
know how to use it right.

GILES
I don't think they appreciate the
gravity of what we're undertaking.
How frightening and difficult it is.
(pointedly)
Apparently somebody told them that
the visionquest consists of me taking
them into the desert and doing the
hokey pokey until a "spooky rasta
mama Slayer" appears and talks to
them in riddles.

BUFFY
(caught)
That's not exactly the way I put it-

WILLOW comes down the stairs. Buffy changes the subject.

BUFFY (cont'd)
(to Willow)
How's Kennedy?

WILLOW
Still flu-ey. Bummed about missing
the field trip. She wants you to
meditate extra hard for her. And
maybe bring her back s'mores.

GILES
(looking out to the
driveway)
Yes. S'mores. I'm going to end up
singing campfire songs, aren't I?

XANDER enters from the front door, followed by Dawn.

XANDER
Giles, you might wanna get out there.

GILES
Oh, god, what...

DAWN
Molly and Rona are fighting over who
gets to drive the first leg.

BUFFY
Betcha now you wish you'd renewed
that California driver's license.

Anya enters.

ANYA
Rona won.
(to Giles)
You should probably let Molly out of
the trunk.

Giles simply shuts his eyes. A last moment of peace.

He goes to the door, then turns back to look at the group.

GILES
Please be safe while I'm away.

We hear a loud HONK from outside.

BUFFY
Yes. You too.

He leaves.

Willow, Dawn, Xander and Anya move into the living room, settling in, as Buffy slowly moves away, heads to the basement. As she goes, we hear:

ANYA (O.S.)
I never actually realized just how
compact Molly really is.

XANDER (O.S.)
Plus, all that luggage back there.

Buffy gets to the basement door...

INT. SUMMERS' HOUSE - BASEMENT - DAY

Basement door OPENS, light streams in. Buffy's at the top of the stairs. She starts down... cautious...

BUFFY
Spike...?

As she comes down into the room, we see SPIKE in bed. Awake.

SPIKE
Yeah.

As we get closer, we see that he wears a SHACKLE on his wrist. CHAINED to the wall. Not uncomfortably, but chained.

BUFFY
Giles is off. On the retreat.
(not convincing)
Said to say goodbye.

SPIKE
Yeah, he's gonna miss me ever so.
(beat)
But gives us all a breather, eh?

BUFFY
From Giles?

SPIKE
From the constant pitter-patter of
clomping teenage girlie feet.

BUFFY
(feigning innocence)
I have no idea what you mean.

SPIKE
Oh, come off it.

BUFFY
I enjoy my responsibilities as mentor
and, and role model and life guide
and oh my god, I can't believe I have
my bathroom back for two whole days!

SPIKE
It's like a bloody war zone up there.
And not in the fun way.

Buffy sits on the bed, dishing.

BUFFY
And have you seen the kitchen since
they got here?

SPIKE
(shakes his head)
I'm just trying to stay out of their
way.

Buffy eyes the shackles.

BUFFY
I noticed.

SPIKE
This is better, believe me. Safer.

BUFFY
Okay. But you've been fine. In
close contact with the girls.

SPIKE
With you at my side, yeah. You'd
never let me hurt one of 'em.
(then)
And that's how it's gonna be until
we're sure The First is done making
me its bitch. We're together or I'm
on the leash.

BUFFY
So we find a way to make sure the
trigger is deactivated. We've got a
couple of days. Lack of pitter-
patter and all. Maybe-

SPIKE
Buffy...

But then he says nothing. She waits... and waits... and then:

BUFFY
What?

SPIKE
Ow.

BUFFY
Ow?

SPIKE
Ow. Ow!

He SLAMS back against the wall, clutching his head.

BUFFY
Spike? Spike?

A painful beat as he rides it out. He unclenches, catches his breath. Sits up. Looks at her.

SPIKE
I don't... god. Why would...

He SLAMS back again, harder this time,

SPIKE (cont'd)
AAAUUGGHH!!

He buries his face in his hands as Buffy jumps up.

BUFFY
What's happening, what are you --

Spike raises his head, looks at her.

Blood is streaming out his nose, his eyes raw and bloodshot. Big-time PAIN.

END OF TEASER
Act One

INT. SUMMERS' HOUSE - FOYER - NIGHT

As Willow comes around the corner, carefully carrying a cup of tea, Buffy comes up from the basement. She holds a bloody facecloth.

WILLOW
Hey. How is he?

Buffy shrugs.

BUFFY
In the "goes" part of comes and goes.

WILLOW
There seems to be a definite lack of
screaming, that has to be good.

BUFFY
You'd think...
(re: tea)
That for the other patient?

WILLOW
Yeah. Thought I'd bring her some
tea, help her feel better.

BUFFY
(raising an eyebrow)
Hmmm.

WILLOW
It's just tea.

She turns, starts heading to the stairs, when:

BUFFY
Will?

Willow turns back.

BUFFY(cont'd)
How much do you know about the chip?

WILLOW
Spike's chip? Only the stuff I could
dig up that hadn't been buried by The
Initiative. So, you know. About
zero. Why?

BUFFY
It's just...

WILLOW
You think this is chip-related?
Buffy, did he try to --

BUFFY
No. No, no, he was fine. That's
what's weird. He said it felt like
chip pain, but he wasn't... he didn't
do anything.

WILLOW
The chip is misfiring all on its own
then.

Buffy nods

WILLOW (cont'd)
Well. This'll be fun.

BUFFY
Yeah. Imagine that. An ex of mine
with a mysterious, pain-inducing
problem. Remember when things used
to be nice and boring?

WILLOW
No.

As they both turn to go, BUFFY calls over her shoulder.

BUFFY
Have fun delivering the tea.

WILLOW
Okay, not when you make it sound all
dirty like that.

As she goes upstairs:

WILLOW (cont'd)
It's just tea.

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

We hear a gentle KNOCK, then the door opens, Willow enters, tea still in hand.

WILLOW
Hey, I figured the best thing for a
cold was probably a nice, hot cup
of... boots.

And we see now that KENNEDY sits on the edge of the bed, dressed for clubbing, just about finished lacing up a pair of cool, dressy boots.

KENNEDY
Hey.

WILLOW
For someone who's sick, you look
surprisingly robust. And casual-
dressy.

KENNEDY
Well, the lighting in here is good,
maybe it's just --

WILLOW
You were never sick.

Kennedy pauses for a minute, weighing. Then:

KENNEDY
No. I was never sick.

WILLOW
Oh! You are so busted, Xander's
gonna hafta drive you to the desert
now --

KENNEDY
Willow. Chill. There's a reason I
didn't go. I have a thing. A
separate thing.

WILLOW
What...

KENNEDY
Something's coming down. I've got my
own mission. And I need your help.

SMASH TO:

INT. BRONZE - NIGHT

Willow and Kennedy sit at a bar table. Music, lights, dancing: Willow watches the whole thing.

Then she looks at the table, we see two big, tourist-y, very alcoholic drinks. Complete with little paper umbrellas.

She looks at Kennedy.

WILLOW
This is a mission?

KENNEDY
(grinning)
Oh, yeah.

WILLOW
And, I guess the little paper
umbrellas in the drinks are, what, a
signal for... we're not on a mission,
are we?

KENNEDY
Hey, trust me. I told you, I have a
thing.

WILLOW
No, this is a fun thing, I've done
this thing!

KENNEDY
Well, yeah, in like l954.

Willow just stares at Kennedy for a beat, then she gets up to go.

KENNEDY (cont'd)
Come on, come on, just hang out with
me a little.

Willow hesitates.

KENNEDY (cont'd)
You're sexy when you pout.

Willow stops, looks at Kennedy.

WILLOW
Why do you do that?

KENNEDY
To get you to stay.

Willow looks perplexed, overwhelmed... but she does come back.

WILLOW
I will stay for one drink. Just to
keep you company. Then I'm going
home.

As she sits:

KENNEDY
Okay, one drink. I can work with
that. Let's start with the easy
stuff. How long have you known?

Willow doesn't get it.

KENNEDY (cont'd)
That you were gay?

WILLOW
Wait, wait, that's easy? And, hey,
you just assume that I'm... that I'm
gay? I mean, presume much?

KENNEDY
Okay, sorry.
(serious)
How long have you enjoyed having sex
with women?

WILLOW
Hey! What do you think, you have
some kind of, like, special lesbi-dar
or something?

Kennedy just stares at Willow for a beat.

KENNEDY
Okay, you know there's a better word
for that, right?
(beat)
You really haven't been getting out
there that much, have you?

Willow looks down at her drink. Embarrassed. Serious.

WILLOW
I just... what, can you always tell?
Just from looking at someone?

KENNEDY
No. No, of course not. That
wouldn't be any fun.

Willow looks up.

KENNEDY (cont'd)
The fun part is the process. Of
getting to know a girl. It's like...
it's like flirting in code.

She looks into Willow's eyes. A little smoldery.

KENNEDY (cont'd)
It's using body language and laughing
at the right jokes and.. and looking
into her eyes and knowing she's still
whispering to you, even when she's
not saying a word.

Willow's caught. A little mesmerized.

KENNEDY (cont'd)
And that sense that, if you could
just touch her, just once, everything
would be okay. For both of you.
That's how you can tell.

There's a moment here, a real connection. Then.

KENNEDY (cont'd)
Or if she's really hot, you just get
her drunk, see if she comes on to you.

Willow blushes a little more. Takes a breath, then:

WILLOW
Three years ago. That's when I knew.
And it wasn't women. It was woman.
Just one.

Kennedy nods.

KENNEDY
Lucky woman.

INT. SUMMERS' HOUSE BASEMENT - NIGHT

Buffy's coming down the stairs, holding a clean towel.

BUFFY
So, I had to dig a little bit for a
clean towel, seems we've completely
lost control of --

She sees Spike, breathing hard, slumped against the wall, head in his hands. Looking bad.

BUFFY (cont'd)
-- the towel... organizing...
system...
(tender)
Spike?

She comes to him, he lifts his head. He's clammy, bleeding profusely now.

SPIKE
Popped another blood vessel, I think.

She hands him the towel. He begins wiping the blood from his face.

BUFFY
There must be a reason why the chip
is going all wonky now, maybe it's
related to the trigger, or it's,
like, interference from the new soul
thing, or --

SPIKE
Or maybe I just wasn't supposed to
last this long.

They take a beat, letting that sink in. Then.

SPIKE (cont'd)
One more thing you and I have in
common, eh, pet?

BUFFY
Okay. Okay, well, we'll fix it.
We'll get the gang on it, we'll hit
serious research mode --

SPIKE
Good. Try "behavioral modification
software through the ages."

She looks at him, studying him. Trying to figure out what to do. Then:

BUFFY
You're right, it's not a book thing.
(idea)
It's a phone thing.

SPIKE
Who you gonna call? God, that phrase
is never gonna be usable again, is it?

BUFFY
Doubt it. Hang tight.

She heads up.

INT. BRONZE - NIGHT

We find Willow and Kennedy still at the table -- each has a couple of empty glasses in front of her.

KENNEDY
It was Gone With the Wind. I saw
that, and I knew I wanted to sweep
Scarlett off her feet.

WILLOW
You were five.

KENNEDY
I'm not saying the sweeping would
have been easy.

Willow just kind of stares at Kennedy. Studying her.

KENNEDY (cont'd)
What?

WILLOW
No, it's just... I still can't figure
it out. Why you... like me. You
don't even know me.

KENNEDY
What, are you fishing for compliments
now?

WILLOW
No! I --

KENNEDY
(she was kidding)
Willow.
(serious)
I don't know. Have you seen you?

Willow shifts -- she's not used to those compliments.

KENNEDY (cont'd)
And we like the same things. Italian.
Skate punk. Robert Parker mysteries.
Fighting evil.

Willow grins.

WILLOW
I don't like any of those things.
Except the fighting evil part. And
even then I'd prefer a nice foot
massage.

KENNEDY
Okay... I dig the way you always turn
off the Moulin Rouge DVD at chapter
32 so it has a happy ending.
(becoming serious)
I like the way you speak. It's
interesting. And your freckles.
Lickable.
(then)
I'm not so into the magic stuff.
Seems like fairy tale crap to me.
But it matters to you. You care
about it. So it's cool.

Willow looks down. Bashful. But enjoying this.

WILLOW
(changing the subject)
Did your parents freak out?

KENNEDY
Not as bad as they did when my
Watcher showed up. Now that was a
blowout... but the gay thing...
they're pretty cool about me being
me. Besides, my brother's a vegan,
so he takes most of the heat.

A beat.

KENNEDY (cont'd)
What about you? Do your parents know?

WILLOW
Yeah. My mom was all proud, 'cause
she thought I was making a political
statement. Then the statement mojo
wore off, and I was just gay... she
hardly ever even met Tara.

KENNEDY
Classic.

Willow gets very quiet.

WILLOW
I didn't mind. Tara and I are sort
of... private.

KENNEDY
I'm sorry. It must have be-

WILLOW
(cutting her off at
"must have")
Were, I mean. Private.

Well. That was awkward. Willow takes a drink...

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

Spike on the stairs. Looking PAINED. But not because of the chip.

As Buffy, on the phone in the living room, comes into frame:

BUFFY
Yes. Agent Finn. Riley. Tell him
we're having a problem with Spike's
chip.
(beat)
No, his chip.
(beat)
Spike.

SPIKE
Listen, pet...

BUFFY
Yeah, Finn's his last --
(beat)
Well, did he used to work there, did
he get transferred recently, or...
(beat)
Oh. Okay.

Spike puts his head in his hands, in actual chip pain again.

BUFFY (cont'd)
Okay, is this actually a flower shop,
or is this one of those things where
I'm supposed to play along to show I
know it's really Secret Ops?

Spike looks up, trying to ride out the pain.

BUFFY (cont'd)
Wait, should I not have said that?
(beat)
Okay, well, I guess... if some guy
named Finn shows up to buy flowers...
right. Thanks.

She hangs up, turns to look at Spike.

BUFFY (cont'd)
Wrong number. Or a giant government
conspiracy. One of those -- hey.
Did it happen again?

SPIKE
This one seemed easier than the
others. See? Probably just gonna
fade...

He clenches his jaw, feeling something.

SPIKE (cont'd)
...right away...

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

The door opens, light comes in from the hall. We see Willow and Kennedy in the doorway.

WILLOW
Well. This is my stop.

She hits the LIGHTS, enters. Kennedy follows. Watches her.

WILLOW (cont'd)
So.

They both kind of stand there. Nodding. Awkward.

WILLOW (cont'd)
Glad we talked.

KENNEDY
Yes. Kinda cleared the air, huh?

WILLOW
Totally. Air, cleared. Check.

KENNEDY
You know, in the spirit of air-
clearing...

WILLOW
Yeah?

KENNEDY
I feel like I need to be honest about
something.

WILLOW
(worried)
Oh. Is something...

KENNEDY
No, no, it's just. I think you
should know...

She leans in and slowly, tenderly KISSES Willow. On the lips. Willow is surprised, but then we watch her give in, kiss Kennedy back.

We pull around, letting the moment linger, moving in close on Kennedy as she slowly, reluctantly ends the kiss, pulls back...

WARREN (O.S.)
Well. That was nice.

Kennedy's eyes fly open as she realizes:

Willow has turned into WARREN.

END OF ACT ONE
Act Two

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

Kennedy stumbles backward, awkward, knocking over a lamp. Stares at this guy standing there where Willow was.

The first person we see standing opposite Kennedy, though, is Willow. Then, as Willow talks, when we switch to Kennedy's POV, we'll see Warren talking to Kennedy.

WILLOW
Okay, you all right? Not used to
literally knocking girls off their
feet with just the power of my lips.

Kennedy doesn't move, doesn't react.

WILLOW (cont'd)
Okay. So, you gonna pick that up,
or...

KENNEDY
I don't... what are you...

WILLOW
(getting self-
conscious)
Is this another freckle thing,
'cause --

She moves to the mirror, sees her reflection: Warren. She sucks in her breath, horrified.

WILLOW (cont'd)
Oh. Oh god. Oh god, no.

She touches her face, unable to pull her eyes away from the mirror.

KENNEDY
What is that?

A beat as Willow just keeps staring at her face, terror- stricken.

WILLOW
It's the man I killed.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

[Note: From here on out, unless otherwise noted, we will shoot all Willow scenes twice, once with Willow and once with Warren, and then put the scenes together in editing.]

Willow comes TEARING down the stairs, followed closely by Kennedy.

KENNEDY
Okay, hold up a sec...

We see Xander, Anya and Dawn in the living room as Willow runs in, stands right in front of them. Stops.

WILLOW
Guys.

The second they see her, they're up on their feet, backing away. Things should move here at a quick, chaotic clip Think Sorkin-esque. Without the fainting. Well, actually, we have that, too. See below.

Xander grabs Dawn, puts her behind him.

XANDER
(to Kennedy)
Get Buffy! Get Buffy! Tell her The
First is back!

WILLOW
What? No, I'm not The First --

ANYA
We're not interested in your evil
lies. We've heard them all. Well,
they have, you didn't actually visit
me with lies. But I heard about it!
(to Kennedy)
Buffy! Basement! Go!

WILLOW
I'm me. I'm Willow. Guys, come on.
Ask Kennedy, she was there.

Scared, the others look to Kennedy.

KENNEDY
I don't know, I'm not sure.
(thinking)
We were up in Willow's room, and we
were-

WILLOW
Okay, no! Don't ask Kennedy. Wrong.
No Kennedy-asking. Let's try another
approach...

ANDREW has entered from the dining room, holding a plate of pumpkin pie, raising a fork to his mouth.

He sees Willow (to him it's Warren.) And he drops the plate.

ANDREW
No. No, no, no, you're back...

WILLOW
No, I'm not. It's. Not. I'm not
it! Listen to me --

ANDREW
(to Willow)
No, no more listening! I know who
you are now. I know what you made me
do.

KENNEDY
Just... what the hell is going on?

ANDREW
(ignoring her)
Your promises of happy fields and
dancing schnauzers and being demigods
won't work on me anymore.

As Xander, Anya, Dawn and Andrew move in, defensively surrounding Willow in the living room.

ANYA
(calling out)
Buffy!

XANDER
There're probably Bringers coming, we
have to --

WILLOW
I'm not The First.

ANDREW
You made me do things. Things I
can't take back. Ever.

WILLOW
I'm not The First!

BUFFY (O.S.)
What's --

We see her enter from the basement, see Willow.

In a flash, Buffy runs to Willow, PUNCHES her in the face, knocks her down.

WILLOW/BUFFY
Ow!

Meanwhile, behind them, Spike comes out of the basement, staggering, having another attack.

SPIKE
Buffy...

ANYA
(not seeing him/re:
punch)
Wait...

No one takes their eyes off Willow.

DAWN
But if he's The First...

Willow turns to Dawn, her back to Andrew.

WILLOW
I'm not The First!

XANDER
(accusatory)
You're not The First!

WILLOW
(frustrated)
I know!!!

Andrew reacts, looks at Willow.

ANDREW
Oh my god.

A smile breaks out on his face.

ANDREW (cont'd)
You're back!

And he runs, LEAPS on Willow, grabbing her from behind in a HUGE BEAR HUG, reaching his arms around to what he thinks is Warren's chest.

From Willow's perspective, she's getting felt up by Andrew.

WILLOW
Hey! Bad touching.

Behind them, Spike has staggered into frame, unnoticed in the commotion. We see, though no one else does, as he grabs his head and falls to the floor.

Unaware, Willow shakes Andrew off.

WILLOW (cont'd)
Could everyone just stop, it's me!

The group stands around her, nonplussed.

KENNEDY
(quietly)
It's Willow.

WILLOW
I'm Willow.

They all lean in a bit. Xander squints:

XANDER
Are you sure?

WILLOW
You know, there are other stories
from kindergarten, non-yellow-crayon
stories, in which you don't come out
in such a good light. An incident
involving Aquaman Underoos, for
example. Want me to start talkin'?

XANDER
Hey! Willow!

Everyone relaxes, moves forward a bit. Except Andrew, who tries to hide his disappointment.

BUFFY
What happened?

WILLOW
I don't know. We were... we were
there. And then I looked like him.

ANYA
Like a glamour.

WILLOW
Maybe. I probably brought it on
myself.

Andrew starts gently poking at Willow's face. Testing it.

BUFFY
What makes you think that?

WILLOW
Wouldn't be the first time. I kinda
have a history with my witchy
subconscious making things go
kerfloofy. Remember the wacky "I
can't see you, you can't see me"
spell?
(miserable)
Hijinks ensued.

Dawn starts poking Willow, too.

BUFFY
Guys.

ANDREW
It's so real...

WILLOW
All too aware.

They stop poking her.

BUFFY
Say you're right. You did this to
yourself. Why would your
subconscious turn you into Warren?

WILLOW
Well, obviously because I... feel
bad. About... killing him.

BUFFY
Got it. So we'll deal. We'll help.

WILLOW
No. I can handle this.

BUFFY
On your own? Why?

WILLOW
I did it. I'll fix it. And I don't
want you seeing me this way.

BUFFY
Kinda too late, Will.

Spike GROANS, coming to. Willow looks over at him.

WILLOW
Seriously, I'm not posing any big
threat to the world. And it looks
like you've got your hands full
already.

Buffy sees Spike on the floor, goes to him quickly, sees he's awake. Torn, she looks at Willow.

WILLOW (cont'd)
I'll be back before you even know I'm
gone. Promise.

She and Buffy exchange a look. Buffy nods, and Willow goes to the door and leaves. Kennedy watches her go.

With the remaining others watching her, Buffy turns to Spike, crouches next to him.

SPIKE
Buffy...

BUFFY
I'm right here.

He sits up, still woozy.

SPIKE
Chip fired again.

BUFFY
Kinda figured.

As the scene continues, Kennedy slips away, to the dining room and kitchen -- headed for the back door...

XANDER
(more to Buffy than
Spike)
What do you need?

SPIKE
Just gimme some space. I'm gonna be
fine.

DAWN
These things are getting worse, not
better.

SPIKE
I know.

He looks up, realizes everyone is there, looking at him.

SPIKE (cont'd)
(pissed)
Comfy, all? Come to watch the Spike
Show? Why not sell tickets, make
yourselves some cash.

ANYA
(excited)
Oooh!
(covering)
That was a joke!

BUFFY
Maybe they'll call back. Send help.

SPIKE
Maybe we can't wait.

EXT. UC SUNNYDALE CAMPUS - NIGHT

The campus is deserted, there's no one around this late. Except Willow. We find her walking swiftly. With purpose. And SCARED. She looks around, nervous, moves forward...

...just as Kennedy steps into her path.

Willow jumps, emitting a startled SQUEAK.

KENNEDY
Okay, safe to say no one will ever
accuse you of being too butch.

Willow settles, keeps walking.

WILLOW
Kennedy, go home.

But Kennedy follows right behind, keeping up.

KENNEDY
Come on. You turned into a guy! If
you take a step back, seriously,
there's a certain element of humor
here, right?

Willow stops, turns, looks at her. Not buying it.

KENNEDY (cont'd)
A really, really big step. Like a...
giant leap kinda thing.

They both keep walking, together now. A bit slower.

WILLOW
I killed him. It's hard to see the
chuckles.

Silence for a beat. Kennedy tries another approach:

KENNEDY
So, you got a plan?

WILLOW
Yup. Gonna get some help reversing
it.

KENNEDY
I thought you were gonna try it
yourself --

WILLOW
I did try. Didn't work.
Something's... blocking me.

KENNEDY
All the more reason for me to go with
you. Plus, I was there with you when
it happened. Let me come and try to
help, too.

WILLOW
I really think I'm fine with the
handling.

KENNEDY
By yourself? Why?

WILLOW
Well, see above re; I'm the one who
killed him.

She looks like she's going to say more, wants to, even. Then:

WILLOW (cont'd)
It's hard to understand.

KENNEDY
Given. How about if I just tag along
anyway? Keep you company.

After a beat:

KENNEDY (cont'd)
I'm taking that as a yes, you know.

Willow walks on for a moment in silence, then:

WILLOW
Fine. Come.

Kennedy smiles to herself. Victory.

WILLOW (cont'd)
Just try not to get in the way.

KENNEDY
You know where you're going?

WILLOW
To find some old friends of mine.
Been awhile, but maybe they can help.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Xander, Anya and Dawn in the living room -- Andrew's with them, sacked out on the floor. He's totally wiped out.

ANDREW
Okay, are things always that wackadoo
around here?

ANYA
Ha! Newbie.

XANDER
I don't know what things are like in
Houses of Evil, my young friend, but
around here, that was kind of nothing.

ANDREW
Really? 'Cause it seemed like a lot
was happening all at once. You guys
aren't wicked exhausted?

DAWN
You sat around and watched bad things
happen to other people. That's
exhausting?

ANDREW
I'm very sensitive to the emotional
pain of others, I found it draining.

The phone RINGS. Andrew gets a burst of energy, jumps for it.

ANDREW (cont'd)
I'll get it!

ANYA
I thought you were exhausted --

ANDREW
I'm supposed to get a call when the
new League of Extraordinary Gentlemen
comes in. I gave them this number.

He goes to the phone, picks it up.

XANDER
(to Andrew)
Oh, see if you can get two -- Loser.

ANDREW
Summers' residence, this is Andrew
speaking, how can I help you?

Andrew puts his hand over the receiver, talks to the group.

ANDREW (cont'd)
Hey, do we know some British guy
named Robson?

TIME JUMP TO:

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Xander's hand REPLACING the phone into its cradle. He looks at the others, serious:

XANDER
(stunned)
He was attacked. This guy Robson. In
England. Giles was there, helping
him, and there was a Bringer...

He trails off.

ANYA
Xander.

XANDER
Robson blacked out. Last thing he
remembers, Giles' head was about to
get real familiar with the Bringer's
very sharp axe.

DAWN
Oh my god.

ANYA
Giles never mentioned any of this.

XANDER
Robson said that by the time he came
to, no Giles.

They take a beat, unwilling to go any further. Until:

DAWN
So what are we saying...

XANDER
Maybe Giles just didn't want to talk
about it.

ANYA
Or maybe he didn't make it.

They look at her.

ANYA (cont'd)
I'm not saying it's a happy scenario.
But we're dealing with a Big Bad that
can be any dead person it wants.

XANDER
Because if you wanted to infiltrate
the inner circle of the Slayer...

ANYA
You become the one person she trusts
more than anyone else.

DAWN
(thinking)
But there's no way we can know...

ANDREW
Actually, that's not true.

They all turn and look at him.

ANDREW (cont'd)
The First can't take corporeal form.
So it can't touch anything.

ANYA
Well, it's not like Giles hasn't
touched anything... right?

We watch as they all go over the last couple of weeks in their heads.

ANYA (cont'd)
Has anybody seen Giles touch anything
since he came back? Hold anything?
Has anybody hugged him?
(serious/scared)
Think very hard.

Xander, Anya and Dawn take a beat, exchange a look. Then they get up and head for the door.

ANDREW
Where are you --

XANDER
Desert. We're gonna find Giles.

ANDREW
Oh, good, lemme just get some tapes
for the car, I've been working on
this mix --

XANDER
You're not coming.

ANDREW
What? Why? 'Cause I used to be evil?

XANDER
Well, actually, no, 'cause you're
annoying, but, yeah, that's a good
reason, too.

ANDREW
Wait, don't leave me here all alone,
I keep getting attacked in this house.

DAWN
Actually, Xand...

ANDREW
What if this is all part of the plan,
drive you away so it can have its way
with me, ever think of that?

XANDER
I'll risk it.

ANDREW
Okay, well, if you leave me here
alone, I'll do something evil.
(searching)
Like... burning something. Or gluing
things together.

ANYA
For crying out loud, Harris, just
take him. Least we can keep an eye
on him.

Xander exhales, heavy. Resigned, he opens the door. Andrew jumps up, runs out the door, followed by Dawn. Anya stops, speaks quietly:

ANYA (cont'd)
Xander...

XANDER
I know. They're out there alone with
him. All of them.

They leave, shutting the door behind them...

EXT. DESERT - CAMPFIRE - NIGHT

Giles, sitting alone near the fire. The Potentials must be all tucked away in their sleeping bags elsewhere... we certainly don't see them here... just Giles. Staring into the fire...

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

A circle of FIVE YOUNG WITCHES (four young women and one young man), seated on the floor, eyes closed. Holding hands.

Bundles of sage burn around the room. Each young witch wears A CRYSTAL around her neck. VAUGHNE, the Alpha Witch here, chants:

VAUGHNE
Instill us, O Great One, with peace,
with strength, with compassion, with
hope.

The crystals all begin to GLOW.

VAUGHNE (cont'd)
The path we seek is yours...

The glow from the crystals grows more intense.

VAUGHNE (cont'd)
Keep us on the path.

The glow now moves beyond the crystals, bathing the witches in a warm, soothing, tranquil LIGHT. After a moment, the light fades, and they all open their eyes, calm, refreshed.

We see Willow and Kennedy in the doorway.

WILLOW
Okay, that's new.

The group looks up, sees the visitors.

VAUGHNE
Um, hi, we're...

WILLOW
Oh. Hey. I'm sorry. Willow. We
actually met when I was a freshman.
And, also, not a boy.
(beat)
This is Kennedy.

KENNEDY
Hey.

VAUGHNE
(squinting)
You're Willow?

WILLOW
Yeah.

She tries for casual:

WILLOW (cont'd)
Wow. Look at you guys. Campus
Wiccans. Guess you got past that
whole bake sale phase.

VAUGHNE
No, we still do those, too, second
Tuesday of every month, I'm sorry,
I'm just having a hard time with the
whole guy of it --

AMY (O.S.)
Um... it's actually her.

And here we realize that one of the young women in the group is AMY. Looking a lot less-strung-out than the last time we saw her.

AMY
I can tell.

She stands, looks at Willow.

AMY (cont'd)
I know her.

Willow takes a step back, defensive.

WILLOW
Okay, whoa.

Amy steps back, too, a bit jittery.

AMY
(to Willow)
Um... okay. Here's the thing. Hi.
Here's the thing, let's get this out
of the way, I'm sorta screwed up.

Kennedy looks at Willow: this is where you wanted to come for help?

AMY (cont'd)
I mean, you already know that, you
lived it, gotcha.

VAUGHNE
But she's doing so much better.
(sympathetic)
Amy...

AMY
(to Vaughne)
Vaughne, it's okay, I wanna do this.
(to Willow)
It took me a while to really see
myself. But I did.

She takes a step closer to Willow, hesitant.

AMY (cont'd)
'Cause, you know... that's the fun
part of hitting rock bottom! You get
to relive all the crappy things you
did.

She steps back again, obviously reconsidering the close thing.

AMY (cont'd)
And I wanted to come find you And
tell you. That I was here, working
on stuff with these guys. They're
good. And I was sorry. But now you
showed up. Looking like...

She tilts her head, looks at Willow. Seems to realize:

AMY (cont'd)
Wow. How'd this happen?

Willow is kind of stunned, so:

KENNEDY
That's what we're here to find out.
(looking at Willow)
I mean, if we're done with all the
group hugging.

Willow, still wary of Amy, starts in:

WILLOW
I got hit with this, like, glamour.
And I can't seem to shake it myself.

Amy, Vaughne and the other young witches nervously look at each other.

WILLOW (cont'd)
I was hoping someone here might be
able to help.

AMY
Yeah, the thing is, we're mostly
about healing spirits and nurturing
our life force here.

WILLOW
(disappointed)
Oh.

AMY
But we'll try.

EXT. UC SUNNYDALE CAMPUS - INITIATIVE ENTRANCE - NIGHT

We see the familiar bushes and shrubs that hide the entrance to The Initiative. It looks like nothing's changed.

Two sets of feet -- Buffy's and Spike's -- approach.

SPIKE
Guess here we are.

BUFFY
Yup. Here are we.

We see them look at each other. Spike's holding up well, putting up a brave front, but he's getting worse -- skin's paler, eyes more deeply sunk into his head.

SPIKE
You sure you still wanna go back in
this place with me?

BUFFY
(shrugging)
Eh. Nothing good on TV tonight.

Spike nods. They get down on all fours, start pulling bushes aside, tearing up the dirt.

BUFFY (cont'd)
You think the stuff's still good?

SPIKE
Dunno. Worked pretty good when I was
living in residence here. Any time
I got a little... rambunctious, the
chip would kick in, I'd feel like my
head was gonna explode, they'd dope
me up, and everything would be all
daffodils and teddy bears. For a
couple hours, anyway.

BUFFY
I'm... maybe we should look around
for files and stuff, too. We can
learn about the chip, its shelf life.

SPIKE
I'll take whatever we can get.

She's hit a metal grate in the dirt.

BUFFY
Ready?

Spike nods. She pulls the grate -- hard -- and it comes up, spraying dirt all around.

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Amy sits in the center of the room, cross-legged. Willow sits across from her, holding a small, smooth STONE in her hands. Both have their eyes closed.

To the side, the other young witches of the coven stand and watch. Nearby, but a bit removed, Kennedy stands too.

As Amy chants, Kennedy leans over to Vaughne.

AMY
(chanting)
...her spirit true, its
shell a lie, we draw upon
your very might...
KENNEDY
(to Vaughne/re: Amy)
What if she can't handle
this?

VAUGHNE
You've got a better idea?

Clearly, Kennedy does not. Resigned, she watches as...

AMY
(chanting)
Give back the form the soul requires,
see that the balance is put right.

Amy's crystal, still around her neck, GLOWS. The stone in Willow's hand glows, too, turns orange, then red...

Willow's eyes FLY OPEN, she DROPS the stone.

WILLOW
(in pain)
Aaaauuugghh!!

She jumps up, Amy following.

AMY
It didn't work?

Willow, enraged, in pain, SLAPS Amy across the face as:

WILLOW
No, it didn't, you dumb bitch.

Willow rubs her still-burning hand, then slowly becomes aware that everyone in the room -- including Kennedy -- is staring at her. Stunned.

Willow actually looks a little stunned herself.

KENNEDY
Willow.

Willow rubs her smarting hand as Amy lightly touches her stinging cheek.

AMY
You... you slapped me.

WILLOW
No. I, I didn't. It wasn't me.

We are definitely seeing Willow now she looks positively terrified.

WILLOW (cont'd)
It was Warren.

END OF ACT TWO
Act Three

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Where we left off: Willow, speechless, faces a stunned room.

She turns and runs out the door.

INT. UC SUNNYDALE CAMPUS - HALLWAY - CONTINUOUS

As Willow takes off down the hall, Kennedy rounds the corner, trying to catch up.

KENNEDY
Willow! Willow!

Willow turns, faces her.

KENNEDY (cont'd)
Okay. You're upset.

WILLOW
Upset? Upset?!? Are you just tuning
in, did you not see that? I'm
turning into him. It's not a trick,
it's not a glamour, I'm becoming him.
A murderous, misogynist man. Do you
understand what he did? What I could
do? I killed him for a reason.

KENNEDY
Getting angry isn't helping. We can
still try to-

WILLOW
You understand nothing about magic.
And in case you didn't notice, our
"date" is over.

Willow walks away.

KENNEDY
Willow --

Willow casually WAVES her hand and, behind her, Kennedy runs smack into a MAGIC BARRIER. Kennedy can't follow anymore.

KENNEDY (cont'd)
Willow, come on. Willow! Wait!

But Willow's out the door. Kennedy can only watch helplessly through the door's window as Willow picks up her pace, starts running, taking off into the night...

INT. INITIATIVE HEADQUARTERS - NIGHT

Dark. What little we see of the place is claustrophobic. Cluttered. Threatening.

Chunks of concrete crumble down from above, SLAM to the floor. A beat later, two shadowy figures -- Buffy and Spike -- drop from the ceiling.

Two FLASHLIGHTS pierce the black. We still don't see much -- lots of cobwebs and dust and overturned equipment.

Buffy and Spike react to the smell -- the smell of dead bodies left for three-plus years.

BUFFY
Oh god.

SPIKE
Yeah. You never really get used to
that smell, do you?

As they move, Buffy's foot THUMPS against something on the floor. She shines her flashlight down at her feet, where we see:

A hideously deformed, rotting DEMON BODY. Twisted by death, its face turned toward us. Buffy looks into its vacant, staring EYE SOCKETS.

BUFFY
Guess not.

SPIKE
Buffy.

She looks up and sees, as do we, Spike's flashlight traveling beyond the dead demon, revealing...

More DEAD BODIES. Three demons, six humans in military uniforms. All decomposing. Scattered carelessly about.

BUFFY
Casualties in Adam's final battle
here.

SPIKE
They just sealed the place off. Left
everything as it was.

BUFFY
I'm thinking brief stay.

SPIKE
Yeah, you're not wrong.

He moves forward, stepping around the demon body.

SPIKE (cont'd)
I think I can get us to the med lab,
find the drug.

As they move away, their backs to us...

Like a JOLT, we see something run across frame, behind their backs, dark. Dangerous.

They keep walking forward, totally unaware...

INT. XANDER'S CAR - NIGHT

Speeding to the desert. Xander and Anya in the front, Dawn and Andrew in the back.

ANDREW
Okay. I'll go. R.

Silence as the others remain lost in thought, worried.

ANDREW (cont'd)
Ghost is hard to play by yourself.

ANYA
(to Xander)
How long since they left?

XANDER
Few hours.

ANYA
If it's The First -- and I'm not
saying it is, but...
(beat)
What are we expecting to find?

DAWN
You've got a group of Slayers-in-
training stranded out in the middle
of the desert...

XANDER
You didn't bring 'em out there to
meditate.

They take a beat, the horrifying possibilities hanging there.

ANDREW
(to Dawn)
Kinda makes you grateful you're not
a Potential after all, doesn't it.
Safer.

ANYA
Yeah, well, not so fast with the big
whew.

XANDER
(getting it)
He might know we're coming.

ANYA
Which means we're already too late,
we're heading out to the middle of
nowhere --

DAWN
With no Slayer, no powerful witch...

ANYA
Just a teenager, a powerless former
demon and two big geeks.

No one argues with her characterization of the group.

Beat. Then:

ANDREW
Okay. License plate game, maybe?

EXT. SUNNYDALE STREETS - ALLEY - NIGHT

Willow runs into the alley, out of breath, spent. She leans against the wall, tries to steel herself, but just ends up... breaking into tiny, pitiful sobs.

She lowers herself to the ground, sits on her knees on the pavement, crying quietly. Small. Alone. Lost.

And then, after a beat of this, she seems to run out of sobs. The crying subsides, she tries to catch her breath. As she wipes her tears away, smiling bitterly:

WILLOW
Look at me. Crying like a girl.

She stands, looks around. A look crosses her face: determination. She's had an idea. She knows what to do.

She walks away. Calm.

INT. INITIATIVE HEADQUARTERS - NIGHT

Buffy and Spike still moving forward, cautious. Off to the side, we hear a WHOOSH. They freeze, tense up.

We come around as they go back-to-back, scanning the room, very still, very calm. Their voices tight and under control:

SPIKE
You hear that?

BUFFY
Yup.

SPIKE
Think something survived?

BUFFY
Looks like.

SPIKE
You see where?

BUFFY
No. Sounded like it was over there...

She waves her flashlight back and forth in the area, but there's nothing but dusty, crumbling wall.

BUFFY (cont'd)
Whatever it was, it's not --

Then we hear it again, off to the side: WHOOSH.

Buffy and Spike, as one, suddenly WHIP around and aim their flashlights back toward the noise. Nothing.

They're tense. Out of breath. Listening. Waiting...

The same dark, almost shadow-like thing (we barely see it) CAREENS into Buffy from the side, knocks her off her feet.

Her flashlight goes SKITTERING across the floor. Spike whips back around, dives after the monster...

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Kennedy walks back in, we see Amy still there. Just Amy.

KENNEDY
Where'd they go?

AMY
Took off. That was a little too
creepy. Even for us.

As Kennedy distractedly looks back to the door, Amy watches. Realizes it's more-than-just-friendly.

AMY (cont'd)
You're really worried about her,
aren't you?

Kennedy doesn't answer, stays focused on the door...

AMY (cont'd)
She's gonna be fine. Really. She's
good at this. She's strong, and
she's dealt with a lot worse, long
before she ever went out and found
herself a big ol' Potential Slayer
bodyguard, okay?

Kennedy turns back from the door. Stares at Amy for a beat.

AMY (cont'd)
Just have a little faith in her.

KENNEDY
I never said I was a Potential Slayer.

AMY
Oh. No, I think you did, when you
guys first showed up, you told us --

KENNEDY
No. I didn't.

She moves a step closer to Amy, threatening now.

KENNEDY (cont'd)
How did you know who I was?

AMY
(busted/smiling)
Oops.

INT. INITIATIVE HEADQUARTERS - NIGHT

Spike, flashlight in hand, LEAPS over bodies and equipment, rushes to find:

Buffy. Off to the side, struggling under the monster. Spike's flashlight hits the scene, we flash on the monster from the back -- built like a fireplug, compact, muscle-y, but clearly agile. It's got Buffy pinned.

Spike runs toward them, gets about halfway there when:

He stops. In his tracks. Woozy.

SPIKE
(quiet)
Oh god, no. Not now.

As the monster and Buffy struggle, we watch as way-too-much BLOOD sort of HICCUPS out of Spike's mouth. His eyes roll back. He grabs his head, KEELS...

...and falls.

This is it.

And the monster, still struggling with Buffy, TURNS. Sees a weakened Spike. We only see a flash of its face (rat-like; dark, threatening, beady eyes) just before it LEAPS off of Buffy and runs toward Spike, easier prey.

BUFFY
Spike!

But the monster's already got him: Spike is flat on the floor, out cold, as the monster drags his body toward the rubble...

INT. SHOP - NIGHT

Everything is bright, shiny. Fluorescent lights. Happy.

We start out seeing Warren at the display counter, talking to the SHOPKEEPER. In one move, we pull around, see the shopkeeper...

SHOPKEEPER
So, same model as last time?

...keep moving, down to see the display counter and its contents: a nice, wide selection of various HANDGUNS...

SHOPKEEPER (cont'd)
How'd that work out for you?

...and finish by coming back up, we see Willow there now, leaning on the counter, picking up one of the guns. She looks up, smiles at the shopkeeper.

WILLOW
You'd be amazed.

END OF ACT THREE
Act Four

EXT. DESERT - CAMPFIRE - NIGHT

ON GILES

Still sitting in front of the campfire, not paying attention as, suddenly... He stands, heads toward the sleeping girls--

...he's KNOCKED onto his back by our gang.

GILES
Gah!

XANDER
Touch him!

We see all of them -- Xander, Anya, Dawn and, yes, Andrew -- patting their hands all over Giles' face and torso as Giles looks up at them from the ground.

DAWN
I feel him! I feel him!

XANDER
Me too.

ANDREW
Me too!

GILES
Yes. Good. We all feel each other.
(pointed/to Andrew)
Including those of us who don't
really know each other well enough to
take such liberties.

They stop touching Giles.

GILES (cont'd)
I assume there's a perfectly
reasonable and not-at-all insane
explanation coming, yes?

ANYA
We thought you might be non-corporeal
evil.

DAWN
We got a call. We couldn't remember
you touching anything.

XANDER
We had to come make sure you were
okay. We were worried.

A beat as Giles takes that in. Touched.

GILES
Well, I... I really don't know what
to...
(realization dawns)
Wait, let me understand. You thought
I was evil because I took a group of
young girls on a camping trip and
didn't touch them??

A beat. They take in the irony.

ANDREW
I don't get it.

INT. INITIATIVE HEADQUARTERS - NIGHT

Buffy's tossing rubble and bodies aside, digging for the monster.

BUFFY
Spike! Spike!

She pushes over a computer monitor on a portable metal stand, and we see the monster, its back to us again, pulling an unconscious Spike into a dark, side corridor.

The monster turns, looks at Buffy, LEAPS at her.

But this time she's ready, she takes the impact of the leap, turns, forces the monster to the floor. She reaches down, pulls up the monitor and stand and SMASHES the monitor end into the monster's head.

The monitor breaks off on impact, stunning the monster. Buffy FLIPS the stand over, aiming the just-broken, jagged, formerly-monitor-end of the metal pole at the monster's throat.

She plunges the pole into the monster's neck. It dies. Buffy runs to Spike, kneels next to him.

BUFFY (cont'd)
Hey! Hey, you still with me?

Spike MURMURS something, his eyes still closed, his mouth forming a half-smile.

Buffy grins, relieved.

BUFFY (cont'd)
(re: monster)
Well, that guy was --

KA-CHUNG. KA-CHUNG. KA-CHUNG.

One by one, the BANKS OF LIGHTS all around the pit area come on, illuminating the carnage and the rubble. We see Buffy and Spike...

...surrounded by a circle of UNIFORMED SOLDIERS. With guns. Pointed right at Buffy.

BUFFY (cont'd)
-- just the beginning.

SPIKE
(barely there)
What's happening...?

The group's leader, a former INITIATIVE GENERAL, sees Buffy and Spike.

INITIATIVE GENERAL
Ms. Summers. Agent Finn reported
that you tried to contact him earlier
today.

BUFFY
Ha! Government conspiracy, I knew it!

The general motions for the other soldiers to lower their weapons. They do.

INITIATIVE GENERAL
He indicated you might be needing our
assistance. We're to provide you
anything you need to help Ass-face
here.

He shifts a bit uncomfortably as Buffy reacts to that.

INITIATIVE GENERAL (cont'd)
Those were his exact words, ma'am.

TIME JUMP TO:

INT. INITIATIVE HEADQUARTERS - NIGHT

Spike on a medical examining table, unconscious. Buffy stands next to the table as the general approaches.

INITIATIVE GENERAL
Med team tells me they took a look at
the chip, ma'am. You were right,
it's degraded. Leave it as it is
much longer, it'll be fatal to him.

BUFFY
Okay. How long until --

INITIATIVE GENERAL
Now, ma'am.

BUFFY
Right. Of course What do we do
next?

INITIATIVE GENERAL
Agent Finn said it was your call,
ma'am.

BUFFY
My... what was my call?

INITIATIVE GENERAL
All decisions regarding Hostile
Seventeen are to be left in your
hands.

Buffy doesn't get it.

INITIATIVE GENERAL (cont'd)
His chip. We can either repair it...
or we can remove it.

And that's a choice Buffy wasn't expecting. As the gravity of it hits her:

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Kennedy and Amy, right where we left them:

KENNEDY
You. You did this to her.

Amy shrugs, coy.

AMY
Guilty.

Kennedy squints, taking this all in. Then, without warning, she SPRINGS forward, THROWING herself at Amy.

Just as fast, Amy WAVES her hand, magically sends Kennedy REELING back in the opposite direction, CRASHING into the opposite wall. Kennedy sinks to the floor, looking up at Amy.

Kennedy slowly gets to her feet.

KENNEDY
What did you do to her?

AMY
What, to Willow? Oh. Just your
standard Penance Malediction is all.

KENNEDY
Penance? For what, kissing me?

Amy stops, stares at Kennedy. Gets it. A smile creeps over her face.

AMY
Wait, seriously? It happened when
she...
(laughing to herself)
Nah, I planted the spell months ago
after that whole "end of the world"
routine... All I had to do was wait
for her to punish herself. -- The
spell just took her thoughts and
powers and made them manifest.
(then)
Turned out much better than I thought
it would. That kiss musta been a
whopper. Nice going, you must be
good.

KENNEDY
All right, listen. You've had your
fun. Now undo it. Let her out.

AMY
Okay. Oh, wait, I forgot. No.

KENNEDY
Why would you do this to her? You
really hate her that much?

AMY
(scoffing)
This isn't about hate. It's about
power.

Kennedy reacts to that...

AMY (cont'd)
Willow always had all the power.
Even before she knew what to do with
it. It came so easy for her. The
rest of us, we had to work twice as
hard to be half as good. But no one
cares how hard you work.

She shakes her head.

AMY (cont'd)
They just care about cute, sweet
Willow. They don't know how weak she
is -- she gave in to evil, stuff
worse than I could ever even
imagine. She almost destroyed the
world! But everyone just keeps...
on... loving her. So what's wrong
with having a little fun? Take her
down a peg or two.

KENNEDY
Fun? She's disappearing, fading away
in that... creep, and you think it's
fun?

AMY
It was just a game. It's not my
fault she's losing herself.

KENNEDY
I'm gonna stop you now, you know.

AMY
Hey, I'm not the bad guy here. I
wonder where he'd be right about now?

Before Kennedy can even react, Amy WAVES her hand, and Kennedy suddenly DISAPPEARS with a bright FLASH...

EXT. SUMMERS' HOUSE - BACKYARD - DAWN

...and REAPPEARS in the backyard. Detail-oriented viewers will notice that she stands where Buffy stood when Warren approached the backyard in "Seeing Red."

KENNEDY
(confused)
Well, that was a hell of a thing.

Willow is standing in the very back of the yard... just as Warren did. She approaches, speaking his lines:

WILLOW
You think you can just do that to me?
That I'd let you get away with it?

KENNEDY
Do... get away with what?

Kennedy sees the gun, speaks cautiously, calmly:

KENNEDY (cont'd)
Okay, let's not get excited.

WILLOW
It's too late, this is what I am. I
made it happen, I'll make it stop.

KENNEDY
Willow, what did you make happen?

Willow starts waving the gun, losing it:

WILLOW
You were there, bitch, you saw it!
I killed her!

Kennedy stops, takes that in. Looks at Willow.

KENNEDY
You mean him.

WILLOW
Him! Her! You know what I mean...

KENNEDY
But you said her.

WILLOW
No. That was Warren --

KENNEDY
No. No, it wasn't, you said I was
there. Who did you kill, Willow?

WILLOW
(avoiding)
It was your fault. Slut. You
tricked me, got me to forget.

KENNEDY
(realizing)
Tara...

WILLOW
(raging)
Shut up! Shut! Up! You do not get
to say her name! Offering it up to
whoever's there. Tricking me into
kissing you...

She stops, gets confused...

WILLOW (cont'd)
I... I didn't mean that. What I'm
saying... I can't make it --
Kennedy...?

Kennedy looks at Willow, hopeful...

WILLOW (cont'd)
...I can't hold on... he's winning.

She lowers the gun, scared...

WILLOW (cont'd)
I'm being punished... I kissed you,
just for a second, but it was just
enough... I let her go. I didn't
mean it.

KENNEDY
Kissing me didn't mean -

WILLOW
No, she was never gone, she was with
me, we should have been forever...
and I... I let her be dead. She's
really dead.

She's withdrawing into herself...

WILLOW (cont'd)
And I killed her.

Kennedy takes a step to Willow, terrified

KENNEDY
Willow, no.

WILLOW
(looking up)
Oh, baby, I'm so sorry... don't leave
me again, baby, come back, I'm sorry,
come back.

KENNEDY
Willow.

Kennedy watches her, sees her slipping further away.

KENNEDY (cont'd)
I don't think you did anything wrong.
This is just magic. And I think I'm
figuring the whole magic thing out.

She moves forward, toward Willow.

KENNEDY (cont'd)
It's just like fairy tales.

She's almost there. Startled, Willow looks up. Afraid.

WILLOW
What are you doing?

Kennedy gets right to Willow, looks at Willow compassionately, kindly.

KENNEDY
Bringing you back to life.

She reaches out, takes Willow in her arms... and she KISSES Willow. Again.

Willow struggles for a moment, but then, slowly, quietly, she melts into it, lets go.

The gun falls to the grass.

As the kiss lingers, we pull around, realize it's Willow, kissing Kennedy, crying -- Warren's gone.

They break the kiss, Kennedy looks at Willow.

KENNEDY (cont'd)
H'mmm. I am good.

Willow slowly, tentatively brings her hands to her face, feels it. Recognizes her own features.

WILLOW
It's me? I'm back?

Kennedy nods. Willow breathes a sigh of relief.

WILLOW (cont'd)
Oh, god.

KENNEDY
You all right?

Willow looks around, sees where she is, takes it in. Looks up at the bedroom window... no one's up there, of course.

WILLOW
I have no idea.

She rests her head on Kennedy's shoulder, and they start back into the house.

WILLOW (cont'd)
I'm so tired...

KENNEDY
Yeah I'll make you some tea.

OMITTED

BLACK OUT.

END OF SHOW