As Faith dives, the bomb EXPLODES.

A FIREBALL ERUPTS, blasting two ND Potentials STRAIGHT BACK, their bodies taking the explosion's impact directly - and they're still flying toward us when we cut to:

INT. VINEYARD - SECRET CHAMBER - DAY

BUFFY. She stands still, looking on in awe at something before her.

Buffy's POV. She's looking at THE SCYTHE, its blade embedded in rock. We hold on this quasi-religious image for an unadulterated Grail-y moment.

Then, Buffy walks toward the scythe.

She reaches a hand out toward it.

And as she does so, CALEB DROPS DOWN behind her. She whirls to face him. He approaches, never breaking stride.

Buffy grips the scythe's handle and, as easily as pulling a knife from butter, PULLS it from the rock.

NOW Caleb stops short.

He's facing a pissed-off Slayer holding one big weapon.

He steps forward, holding his hand out.

She flips the scythe over in her hand, as if she's done it a thousand times. And now it's a weapon, pointed right at Caleb's throat.

Buffy side-steps AROUND Caleb - and he's keeping his distance. So he goes for attitude:

We're on Caleb when we hear what seems to be Buffy speaking again.

ANOTHER ANGLE

REVEALS that The First is standing behind Caleb, in the form of Buffy.

Caleb talks to The First, but keeps his eyes fixed on Buffy and the scythe.

Buffy's eyes flicker to The First.

Seething with anger, Caleb steps back.

Buffy shifts her weapon to one hand, then (in a fantastic stunt) jumps up, and with the free hand she catches the edge of the trap-door-opening above her. Still one handed, she swings herself up though the opening and disappears.

INT. SEWER ANNEX - DAY

Smoke swirls about, just clearing enough to give us a look at the sewer annex - which is devastated. Bits of brick and cement fall from the ceiling. A support beam, exposed from the wall, falls halfway and sticks up grotesquely.

Metal groans, we can hear water rushing alarmingly some distance away, girls scream, some cough, bricks continue to crash down, even the explosion itself seems to still be echoing. It's loud and dark and twisted and horrible in here. Vietnam if it was in a sewer.

We find an N.D. Potential pinned, clearly dead. Another is struggling, badly injured, calling out.

Among them, Amanda is laboring, barely on her feet, supporting herself with one arm against the wall, bleeding and terrified.

She comes upon CARIDAD, also looking banged up, but breathing.

Caridad shakes her head, "dunno." They move on together, passing through the destruction, smoke and twisted metal, we move with them from the annex back into the main sewer...

INT. SEWER - CONTINUING...

Which is also loud and dusty. We come upon Vi, also struggling to her feet, cradling her arm.

Vi looks around, confused, can't see... A hand closes over her arm. She turns... it's Amanda, who has made her way out here.

A few other girls' voices call out, but they're swallowed by the general cacophony. This all happens fast, terror and confusion making the Potentials overlap one another.

Amanda points silently to something nearby... two DEAD BODIES of the Potentials caught in the blast

Kennedy joins them, limping.

OMITTED

ANGLE ON: FAITH, unconscious, as her dripping body is pulled from the water by three ND Potentials.

The girls turn, approach the body of Faith.

Amanda checks vitals.

And she's shut off by the sound, echoing in the darkness, of a GROWL. They all turn to face the source of the sound, but cannot see through the smoke and dark.

Again, the GROWL.

Beat. Then, as one, they all RUN, as best they can, back out of the annex, toward the sewer pipe leading out of here. Other N.D. Potentials are making their way there too.

INT. SEWER - CONTINUING

Kennedy is leading the ambulatory girls here, the team helping carry Faith... there is confused shouting...

ANGLE TO REVEAL... fallen pipes and bricks clutter the way out. It's a PILE OF DEBRIS.

Kennedy half-helps, half-shoves Vi up the pile. Vi climbs up on some of the debris... peeking over... just as an UBERVAMP pops up, right in her face. She SCREAMS and falls back.

Much yelling and confusion. Vi scrambles back into the group, Kennedy grabs hold of her and pulls her into the CLUSTER of potentials.

But as she finishes this sentence, she does not see the SECOND UBERVAMP emerge from the darkness behind them (on this side of the debris).

INT. SUMMERS' HOME - LIVING ROOM - DAY

A large excited group (15?) of N.D. POTENTIAL SLAYERS is gathered around ANDREW, who is unloading groceries from a large duffle bag onto the coffee table. Some of the girls have gotten into another similar bag... they grab at the things they want most. (Not a riot, just kids.)

Angle on: Giles, who has entered and is surveying the scene.

Giles gets into the groceries.

There's a clatter at the door as ANYA, XANDER, WILLOW and DAWN return. Xander is first into the living room. Giles swallows what he's eating to ask:

He glances toward the Potentials, who are still involved with the food. He leads the principals off to the side for more privacy. Andrew tags along.

INT. SEWER ANNEX - DAY

The Potentials stay clustered together in their tightening circle, all facing the pile of debris... defense mode.

Before she can finish this sentence, Kennedy gets JUMPED from behind by the second Ubervamp. She screams, and, purely on instinct, FLIPS the attacking Uber over her shoulder.

Kennedy ushers the Potentials past her, shoving them forward, past the Uber she just flipped.

Amanda PULLS Kennedy around by the shoulder.

Kennedy looks up to see a THIRD UBERVAMP as it scrambles up a tilted metal beam atop the pile. It stops atop the beam and crouches down, perched like some bird of prey, eyeing the Potentials, and opens its mouth to HISS.

The girls back away from it.

The Ubervamps are now POURING over the debris into this area They LUNGE as one upon the tight pack of Potentials. The Potentials RUN as the trio of Ubers converge. Some make it past them and get over the debris.

One doesn't. Amanda stops, turns back and looks to see:

Amanda's POV The Ubers SURROUND the Potential, literally RIPPING HER APART with animalistic brutality and speed. Caridad grabs hold of Amanda and pulls her along.

ANGLE ON: MAIN SEWER

One of the WEAPONS left over from the Bringers lies on the floor. Kennedy runs for it. Kennedy grabs the weapon, holds it up, protecting the others, waiting for the Ubers.

She waits all of one second. Their mouths bloody from their fresh kill, the Ubervamps make their way toward the Potentials. The Potentials are literally backed up against a wall. The FIRST UBER comes upon Kennedy and, lightning- fast, RIPS the weapon from her hand.

He slaps a long-fingered hand around her throat. LIFTS her up above him with ridiculous ease.

When we hear a loud CRASH of cement, mortar and dust falling hard on the metal grate behind her. LIGHT streams in from above as BUFFY lands on the grate, having crashed down from above. And she's holding the scythe.

This all happens fast: Uber One DROPS Kennedy and lunges for Buffy. Buffy, holding the scythe by its handle, PUNCHES Uber One right in the throat - with the scythe's BLADE.

The Blade goes right through its NECK in one solid motion. Decapitated, the Uber DUSTS before Buffy can even pull back her fist.

And while this punch is still extended, Ubers Two and Three rush Buffy from behind. They move fast - but Buffy spins and the STAKE end of the scythe goes right through Uber Two with a hideous CRUNCH - passing through his stone-hard breast bone and into his heart.

ROARING, Uber Two DUSTS. Leaving only Uber Three, who GRABS Buffy and in the same motion HURLS HER hard onto the metal grating. Then JUMPS HER.

Buffy ROLLS BACWARD, out of Uber Three's reach, and, coming up, FLIPS THE scythe over into position so once she's on her feet facing Uber Three ---

She's in perfect position to use the thing as an AXE. Which she does, cutting Uber Three's HEAD OFF.

It DUSTS instantly.

Buffy, still holding the scythe, looks below her to see:

The Potentials looking up at her with awe and reverence. (Buffy's being backlit by the cathedral-like streams of light from the sewer ceiling don't hurt none.)

And... BLACKOUT.

Willow joins Buffy, staunches the girl's wound with cloth.

Buffy stands up, looking over the scene. She wipes her bloody hands on the blanket on the floor, then picks up something, and for the first time we realize SHE HAS THE SCYTHE WITH HER. Her attention is drawn to the open front door where Xander and Giles enter carrying the unconscious Faith (Faith is turned away from us -- no need for Eliza) Buffy steps over to join them, carrying the scythe.

Kennedy and Amanda trail in after Faith, and look on worriedly. They all have cuts and scrapes and bruises. Kennedy (neck already bandaged) is wrapping another bandage around her arm during this scene.

The Potentials talk to each other:

Giles and Xander are climbing the stairs with Faith. Buffy stops in the entryway with the Potentials.

Throughout this conversation, Willow, Dawn and other girls will pass through the entryway with water, bandages, etc.

Buffy looks up after them.

Buffy is still looking up the stairs.

That gets Buffy's attention. She looks at Amanda.

Kennedy nods, satisfied.

Buffy heads up the stairs. She calls back:

As she goes farther we hear, receding behind her:

INT. SUMMERS' HOME - HALLWAY/BUFFY'S ROOM - CONTINUING

Buffy arrives at the top of the stairs, makes her way to her old room and stands in the doorway...

Looking in, she sees Xander and Giles tending to Faith. Three more N.D. Potentials stand watching.

Buffy almost lets the emotion of it take over, but she steels herself.

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

Buffy stands, every inch the general, watching as Willow and Giles examine the scythe. This is all urgent:

Giles tries very hard to ignore that, and continues examining the scythe.

She says this without making eye contact with Giles. He swallows it, moves on:

Buffy shrugs, "who knows."

INT. SUMMERS' HOME - LIVING ROOM - DAY

Two injured N.D. Potentials lie on the floor, on makeshift pallets, covered in blankets.

Anya is tending to one of the girls. Andrew is trying to bandage the shoulder of the other with strips of cloth -- clearly torn from a flowered bed sheet.

Anya is taking a swig from a bottle of Scotch.

She hands the bottle to Andrew, who drinks.

Anya and Andrew exit.

INT. SUMMERS' HOUSE - KITCHEN - DAY (SAME TIME)

Buffy and Xander (wearing his eyepatch) are in the middle of an intense conversation. (By the way, the scythe is not present for this scene.)

She smiles.

Her words move Xander, but he tries not to show it.

On Xander, as this sinks in. Then:

Buffy starts to walk out of the kitchen.

Xander follows her out.

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

Willow sits at her computer. Giles consults old texts. The scythe sits prominently in the foreground.

He slams a book closed.

Willow crosses to the scythe, picks it up.

She closes her eyes, looks meditative.

Willow opens her eyes.

She puts the scythe down, a little scared of it.

Giles hesitates, deciding how much to push. Finally...

Willow goes back to the computer, looks at the screen again.

He looks at the screen.

It's starting to dawn...

He picks up the scythe.

INT. XANDER'S CAR - NIGHT

The car is sitting parked in the DRIVEWAY, doors open. Dawn sits in back looking around and under the seats with a flashlight. She has a small weapon bag with her. Xander is in front, looking around the front passenger seat. He is wearing his eye-patch and also uses a flashlight.

Xander gets out of the car, moves around to the open door next to Dawn.

[Note: The above line should not be spoken with an English accent.]

She gets up out of the car.

Dawn turns around, back to Xander, moving to shut the front door...

WHAM -- out of nowhere Xander clamps a HANDKERCHIEF over her nose and mouth. She tries to scream, but it's muffled. She struggles against him, but he holds her firm, his face cold, impassive. After a moment, she slumps unconscious. Xander releases her gently onto the car seat. He looks at her grimly.

INT. VINEYARD - NIGHT

We see The First, in the form of Buffy, standing amidst two dead Bringers and some wine barrels. CRASH! A WINE BARREL comes smashing beside her/it. The First barely gives it a glance, then:

We see Caleb, out of breath, having heaved the barrel, standing amidst some more smashed barrels and a broken chair.

Caleb looks around, thinks about it.

She gives him a seductive look.

Caleb smiles. He tilts his head back and holds his arms out.

First/Buffy does the same. A moment as they stand there, and then.

The First EXPLODES out of its form as Buffy, becoming its TRUE SELF (see "Amends"). Caleb watches as THE FIRST rises up to the top of the vineyard.

And The First DIVES INTO CALEB'S BODY, filling him with The First. It's a violent process, but for Caleb, borders on orgasmic. He FALLS TO HIS KNEES.

And stays there. Head bowed, kneeling, looking like a figure in prayer. Then slowly his head rises and he looks up directly in camera, eyes BLACK.

Caleb RISES to his feet and stands, a figure of power.

Faith opens her eyes.

She tosses it to Buffy, a slight mixture of shame and resentment under her reasonable tone.

Faith looks at Buffy a moment.

Beat.

She gingerly rises from the bed, takes a step from it.

Beat.

INT. SUMMERS' HOME - FOYER/HALL/KITCHEN - NIGHT

Buffy is walking downstairs as Spike comes in the door. She looks at him, not sure how he'll be. (Note: They'll speak in slightly low tones, as there are sleepers about, though we might not see them.)

She heads to the back space between the kitchen and the living room, Spike following.

A beat, and he heads for the back door. Buffy starts going the other way, but turns and goes after him, just to call out:

He turns, baffled.

She holds up the scythe. Goes on a stage-whisper rant.

She stops. This is definitely truth time.

Now he does look at her, eyes welling up defiantly.

She comes closer.

A beat. Closeness.

This kind of breaks the spell. He backs off, not upset so much as withdrawn.

A beat, and he leaves, Buffy watching him go.

INT. HOSPITAL - NIGHT

The hallway of the deserted Sunnydale Hospital. A few wheelchairs sit empty at the edge of the hall, doors stand open, some file folders lie in a toppled stack near an abandoned nurses' station, etc.

Anya and Andrew round a corner and enter our hallway. They're each carrying a pillowcase from the same flowered sheet set we saw earlier. Their pillowcases are each about half-full of pilfered supplies.

He is in fact now pointing at a door marked "SUPPLIES."

Andrew opens the door and looks inside.

Andrew is staring at her.

Here they can either ENTER THE SUPPLY CLOSET and take things off the shelves, or, depending on set design, Andrew can reach into the closet and HAND THINGS OUT TO ANYA. Either way, they are still close together.

Andrew hands it out to her and she dumps it all out into her pillowcase.

Andrew stops and looks at Anya.

She avoids his eyes.

After a beat...

INT. HOSPITAL - MOMENTS LATER

A single static shot:

Andrew and Anya are seated in wheelchairs, in the middle of a fight: wheeling their chairs at each other, clashing and crashing, intent on the fight.

EXT. UNCONSECRATED BURIAL GROUND - NIGHT

Buffy, holding the scythe, walks to the edge of the clean, well-kept cemetery and gets to...

...the unconsecrated burial ground. Distinctly unkempt. Weedy, thistly. Overgrown. Gravestones are tilted and sparse and untended.

She looks around, finally seeing A TOMB. Egyptian-looking in design.

Buffy walks toward the tomb.

INT. TOMB - NIGHT

WHUMP! A heavy STONE DOOR crashes to the floor, sending up a plume of dust. It swirls and dissipates, revealing Buffy, holding the scythe, standing in the doorway.

She enters, cautiously, looking around.

Buffy's POV: Everything in the Egyptian-style tomb is covered in DUST. We hear a VOICE echo in the dark:

Buffy WHIRLS, scythe poised to strike, and she sees: an OLD WOMAN, dressed entirely in white, her clothes so old and faded she practically blends in with her dusty, white surroundings. We'll call her SHE.

Buffy walks forward.

She stands, approaches Buffy. Buffy stiffens, defensive.

She examines the scythe from her distance.

She holds out her hand. Beat. Buffy HANDS HER the scythe.

She stops, smiles at Buffy, still holding the scythe.

Buffy shrugs.

She looks at Buffy with new respect, hands the scythe back to Buffy.

She reaches out, runs a finger along the flat side of the scythe.

And just as She finishes this sentence, two HANDS reach in from the darkness behind her, and with blinding speed, SNAP her neck. She falls to the ground, dead.

CALEB steps forward, over the body.

And on that we:

Xander hands her a sealed envelope.

Dawn opens the letter, starts to read it. Over her, we hear:

ZZZZZZOT. Xander goes rigid and SLUMPS, and we see now that, while reading, Dawn has calmly used a STUN GUN from her weapon bag to zap him.

She just-as-calmly puts her foot on the brake while crumpling up the letter and tossing it in the back seat. No need to read more.

EXT. XANDER'S CAR - NIGHT

The desert road again. The car STOPS. After a beat, it U's and heads back the other way.

INT. TOMB - NIGHT

Buffy looks stunned as Caleb, hand on the scythe, tries to wrest control from her. Buffy recovers, and fast, she WHACKS him in the side of the head with one end of the weapon, then hits him with the other side, then again with the first side - three shots fast.

Caleb lets go. Buffy leaps back.

Caleb rushes at her and unleashes a PUNCH that SHATTERS a big chunk of stone column to dust on contact.

Buffy LUNGES at Caleb with the scythe, and this time, HE DUCKS under its blade - avoiding contact. Buffy presses the attack, swinging and thrusting. Caleb can't be touched.

He smiles - stands upright - a target.

Buffy SWINGS the axe-blade right at his neck - and Caleb, without looking, SHOOTS a hand up and CATCHES the scythe in mid-swing, stopping it cold.

Beat. And with the other hand, Caleb PUNCHES Buffy so hard she goes flying back, into a far wall, sending up a cloud of dust. She DROPS the scythe on impact.

Caleb and Buffy both RUSH for the scythe simultaneously. Caleb gets there first. Holds the scythe up.

For all of a split-second, as Buffy KICKS the scythe from his grip and catches it in the same motion.

She spins, catching Caleb behind the knees with the scythe's shaft and lifting him off his feet. He goes CRASHING to the dusty floor.

Buffy spins the scythe, stake-end first, and THRUSTS it straight to Caleb's throat...

He CATCHES IT an inch before his face. Twists the scythe hard, sideways, sending Buffy FLIPPING over, and now it's her turn to hit the ground.

Caleb leaps to his feet. Buffy staggers to hers - just in time to receive a hard PUNCH IN THE FACE. It sends her back, and Caleb, grinning, just keeps hitting her.

Buffy tries to defend herself with the scythe, but she's running out of steam.

WHACK! He punctuates this last thought with a punch that sends Buffy THROUGH a stone column, raising dust. She's nearly unconscious.

Caleb lifts the scythe up over her head, when:

Caleb turns and WHAM! He gets HIT in the face with a CRUSHING BLOW struck from a source we cannot see.

Caleb hits the far wall of the tomb, momentarily dazed. The scythe clatters to the ground. Buffy looks up to see: ANGEL. Standing over her, hand held out to her. Buffy takes it. Angel lifts her to her feet, and the two of them stand, side by side.

Caleb gets to his feet. Angel moves toward him, but Buffy places a hand on Angel's arm, holds him back.

Caleb, pissed, is now on his feet and moving forward. Buffy PLUCKS the scythe up from the ground and stands her ground.

Caleb RUSHES Buffy. Rains down a series of fast-as-the-eye- can-follow BLOWS upon her. She blocks each and every one of them with the scythe's shaft.

Angel, real nonchalant-like, leans up against a wall. Enjoying the show.

As she dodges Caleb...

She swings the blade-end of the scythe at him. And for the third time, he CATCHES it. But this time, he SHOVES it back at her, and she twists out of the way... the stake end barely misses her as it embeds in the wall behind her.

She pulls it free, then LOWERS it down, and in one brutal motion...

RIPS the scythe straight up. We hold close on Caleb's face as he realizes he's been GUTTED from below.

Buffy retracts the blade. Caleb FALLS to the floor, raising dust, apparently dead. Buffy addresses Angel without looking.

Buffy, exhausted, takes a step back, unsteady.

She walks into Angel, who steadies her.

Weary, Buffy turns to him. Lets him enfold her in his arms.

She hugs him, letting go of the scythe and putting both arms around his frame for support.

They stand together a moment, then Buffy pulls back, looking Angel in the eyes - and she KISSES HIM. It's tender at first, but builds, a real kiss.

And as they kiss we PULL BACK to reveal SPIKE, watching, alone. He is stunned.

We see The First standing just behind Spike, in the form of Buffy, arms folded, looking judgmental.

And On Spike's pained face, we BLACKOUT.