Bad Girls

Written by:  Doug Petrie
Directed by:  Michael Lange
Transcribed by:  AleXander Thompson

Copyright  1999 Alexander Thompson

                   ~~~~~~~~~~ Disclaimer ~~~~~~~~~~

I do not own the characters in this story, nor do I own any rights to 
the television show "Buffy the Vampire Slayer". They were created by 
Joss Whedon and belong to him, Mutant Enemy, Sandollar Television, Kuzui 
Enterprises, 20th Century Fox Television and the WB Television Network.

This is not a novelization or a script. It is a straightforward and dry 
transcript of the episode "Bad Girls". It also includes descriptions of 
the settings, action scenes and camera movements where I felt they were 
needed.

I made every effort to accurately transcribe the dialogue from this 
episode. If you notice anything that is transcribed incorrectly, please 
let me know and I will post an update.                     rev 99.05.17

This episode was originally broadcast on February 9, 1999.

                    ~~~~~~~~~~ Prologue ~~~~~~~~~~

A Sunnydale cemetery. Faith and Buffy both fall backwards onto the mound 
of a fresh grave, fighting a pair of leather-uniformed vampires. But 
this doesn't stop Faith from wanting to continue her conversation with 
Buffy.

Faith:  (to Buffy, struggling) So, what, you're telling me never?!

Buffy:  (also struggling) Faith! Really, now is not the time!

Faith:  I'm curious! Never ever?!

The two Slayers both kick up with their legs and send the vampires 
rolling over and off of them, and then do back rolls up to a standing 
position.

Faith:  (to Buffy) Come on, really. All this time, and not even once?

She blocks a high punch from her assailant, grabs onto his shoulder and 
flips him forward. He lands hard on his back.

Buffy:  How many times do I have to say it?

She ducks a swing.

Buffy:  I have never...

She does a backhand punch at her attacker.

Buffy:  ...done it...

The vampire staggers backward into a lamppost from the force of her 
punch. Buffy does a full spin toward him.

Buffy:  ...with Xander!

She jams her stake home, and the demon bursts into ashes. Buffy looks 
over at Faith, still fighting.

Buffy:  He's just a friend.

Faith leaps at her assailant, does a log roll in midair and comes down 
hard on him with her knee digging into his back, shoving him into the 
ground. She raises her stake and plunges it into his back, dusting him 
instantly. She gets up and steps over to meet up with Buffy.

Faith:  So? What are friends for? I mean, I'm sorry, (smiles sexily) 
it's just, all this sweating-nightly, side-by-side action, and you never 
put in for a little after-hours (thrusts her pelvis forward and grunts)?

Buffy:  (raises her eyebrows) Thanks for the poetry. And, no. I love 
Xander. I just don't... *love* Xander. (looks at the ground) Besides, I 
think it ruins friendship to do that stuff.

She takes a closer look at the boot prints on the muddy ground.

Faith:  You think too much. (starts to leave)

Buffy:  (grabs Faith's arm, looking down) Hey. There's one more.

Faith:  How do you know?

Buffy:  I think too much.

The two of them start to walk, following the extra set of prints, which 
lead behind a gravestone.

Buffy:  (quietly) Okay. Count of three. One...

Faith jumps ahead and shoulder-rolls over the gravestone. The vampire 
isn't there, but he comes running at her. He is also dressed in the 
leather uniform. Buffy disapprovingly watches the fight start.

Buffy:  Three.

Faith tries to do a roundhouse kick at the vampire, but he catches her 
leg right before it connects with his head. He grabs her shoulder, spins 
halfway around and throws her against a tall gravestone. She hits the 
ground hard and immediately starts to get back up. Buffy runs around 
them to catch the demon from behind as he looks down at Faith and pulls 
out two swords, one with a long blade, the other short. He hears Buffy 
coming, though, and spins his head around to see her. She stops in her 
tracks, holding her stake up in her hand. The vampire swings his long 
sword in a wide arc and slices off the tip of the stake. Buffy jumps in 
surprise, but quickly drops what's left of the stake as the vampire 
swings his sword down on her. She high blocks the attack with her left 
arm, grabs his left arm with her right hand, grabs his right arm with 
her left hand and brings both of his arms down hard, forcing him to drop 
the swords. She high punches him in the head and tries to follow up with 
a double roundhouse kick with alternating legs. The vampire knife-hand 
blocks both kicks. He gains the upper hand, grabbing Buffy by the 
shoulders and tries to get in closer for a bite. She struggles to keep 
him at bay. Finally Faith runs up behind him and thrusts her stake into 
his back. He screams and throws up his hands, then crumbles to ashes 
between the two girls, leaving Faith smiling at Buffy, and Buffy leaning 
against a gravestone catching her breath. Faith takes a step toward her, 
raising her hand for a high five.

Faith:  Nicely diverted, B!

She stops mid-step when Buffy doesn't return the gesture.

Buffy:  (panting) Diverted? That was me fighting for my life, Miss 
Attention Span.

Faith:  (sighs and turns to go) This isn't a Tupperware Party. It's a 
little hard to plan.

Buffy:  (follows) The count of three isn't a plan. It's Sesame Street.

Faith:  (stops and faces Buffy) Hey, they're toast and we're here, so it 
couldn't have been too bad, right? (checks her arm) Who were those guys, 
anyways?

Buffy:  I don't know. (sniffs) They didn't seem local. (looks where the 
swords were) Look, why don't we grab the weapons. Maybe Giles...

The swords aren't there anymore. Buffy gives Faith a confused look.

Cut to the Mayor's office. Mr. Trick drops the two swords on his desk.

Trick:  Check these out.

The Mayor is busy reading the funnies, and ignores him while he finishes 
reading his favorite strip.

Mayor Wilkins:  (chuckles and shakes his head) I, I just love the Family 
Circus! That P.J., he's getting to be quite a handful.

He drops the paper on his desk. Allan gives him an acknowledging nod and 
weak smile. The Mayor now looks at the swords lying on his desk.

Mayor Wilkins:  Well... I haven't seen anything like this in, uh... 
(looks up at Allan) Well, a good long while. (to Trick) Where's the 
owner of these fine implements?

Trick:  The common term is 'slain'. But I've been seeing this breed 
around. Are we expecting any trouble?

Mayor Wilkins:  (smiles up at Trick) Do you like Family Circus?

Trick:  (seriously) I like Marmaduke.

Mayor Wilkins:  (disgusted) Oh! (shivers) Eww! He's always on the 
furniture. Unsanitary.

Trick:  Nobody can tell Marmaduke what to do. (grins) That's my kinda 
dog.

Allan:  (smiling eagerly) I like to read Cathy.

Mr. Trick and the Mayor both give him a look. Allan swallows nervously.

Allan:  So, uh, what ab-bout these swords? W-what should we do about 
that?

Mayor Wilkins:  (inspects them) Well, let's just keep an eye out. We've 
got the dedication coming up in a few days. We certainly can't have 
anything interfering with that.

Allan:  (fidgeting) Well, maybe we should postpone the... the-the 
dedication.

The Mayor gives him an incredulous look. Trick looks at him intensely.

Trick:  I believe the Honorable Mayor *hates* that idea.

Mayor Wilkins:  (stands up) The dedication... (walks toward the liquor 
cabinet) is the final step before my Ascension. (Allan jumps out of his 
way) I have waited longer than you can imagine for this. (opens the 
cabinet, opens a box of moist towelettes) After the Hundred Days, (pulls 
out a towelette) I'll be on a higher plane. (steps back to Allan, wiping 
his hands) And I'll have no more need for... (folds up the used 
towelette) Well, let's just say I won't be concerned... with the little 
things. (holds it up to Allan, who takes it, and goes back to his desk.) 
Mr. Trick, watch these people. Anything you find out about them, well, 
let's just see that that information reaches the Slayers. (takes the 
short sword from Trick, looks it over) Who knows? With any luck, they'll 
kill each other. Then everyone's a winner. (looks at Allan) Everyone, of 
course, meaning me. (chuckles)

Opening credits roll. Buffy's theme plays.

                    ~~~~~~~~~~ Part 1 ~~~~~~~~~~

Sunnydale High School.

Xander:  Willow, what are these?

Willow:  They're early admission packets.

Cut to the student lounge. Xander and Oz are sitting on one of the 
couches across from Willow and Buffy on the other. The table between 
them is piled up with college acceptance letters and application forms. 
Xander goes through a stack of them, reading off the university names.

Xander:  Harvard... Yale... Wesleyan... Some German Polytechnical 
Institute whose name I, uh... (tries to read it)  I can't pronounce. 
(drops the packets, leans back) Is anyone else intimidated? (looks at 
Oz) 'Cause I'm just expecting thin slips of paper with the words 'No 
Way' written in crayon.

Oz:  They're typing those now.

Xander:  (nods) Hmm.

Willow and Buffy are paging through some of the brochures.

Willow:  (smiling) I'm so overwhelmed! I-I got in! To actual colleges! 
And, a-and they're wooing me! They're pitching woo!

Buffy:  (smiles) The wooing stage is always fun.

Willow:  (sighs) But it's weird. Now, rejection I can handle 'cause of 
the years of training, but this...

Xander:  I feel your pain, Will. Like right now, I'm torn between the 
fast-growing fields of appliance repair and motel management. Of course, 
I'm still waiting to hear back from the, uh, Corndog Emporium, so...

He crosses his fingers and then holds his hands together in a sarcastic 
gesture of prayer. Buffy gives him a giggle.

Buffy:  Well, I think it's great. Early admission. (to Willow) Now 
there's nothing standing between you and a brilliant future.

Oz:  Well, if I may suggest, graduate. Gettin' left back: not the thrill 
ride you'd expect.

Cordelia approaches from behind the boys.

Cordelia:  That's so cute! Planning life as a loser? (Xander glances up 
at her) Most people just turn out that way, but you're really taking 
charge.

Xander:  The comedy stylings of Miss Cordelia Chase, everyone. (looks up 
at her) Who, uh, incidentally, won't be needing a higher education when 
she markets her own very successful line of hooker wear.

He checks out her outfit, which is typically revealing.

Cordelia:  Well, Xander, I could dress more like you, but, (in mock 
sympathy) oh, my father has a job.

She immediately leaves. Xander watches her go, once again having nothing 
to say.

Xander:  I'm not gonna waste the perfect comeback on you now. (points at 
her) But don't think I don't have it. (miffed) Oh, yes! Its time will 
come!

He turns back to the group and pretends Cordelia doesn't exist.

Xander:  So, life beyond high school. (fishes for sympathy) Anyone, 
please... chime in.

Buffy:  I hear it's nice. And a place I'll never go if I don't pass Mrs. 
Taggart's chemistry test tomorrow. (looks at Willow)

Willow:  Oh! I can help. Chemistry's easy. It's a lot like witchcraft, 
only less newt. So whadaya say? Study jam, my house, tonight?

Buffy:  I'm there.

The bell rings, and they all get ready to go to class.

Buffy:  Oh. I have to go see Giles, report on last night's patrol.

Willow:  Oh, yeah. He said he wanted to talk to you.

Buffy:  What about? Is he okay?

Willow:  (slightly concerned) He's looked better.

Cut to the library. Giles is sitting on the study table facing the doors 
with his arms crossed and looking very bored while a somewhat foppish, 
well tailored young man goes through some books in a box on the table.

Wesley:  Of course, training procedures have been updated quite a bit 
since your day. Much greater emphasis on field work.

Giles:  (very bored) Really?

Wesley:  Oh, yes. (walks around to another box) Not all books and theory 
nowadays. (reaches in for some books) I have, in fact, faced two 
vampires myself. Under controlled circumstances, of course.

Giles:  (uncrosses his arms) Well, no danger of finding those here.

Wesley:  (looks up) Vampires?

Giles:  Controlled circumstances. (sees Buffy enter) Hello, Buffy.

Wesley overhears, looks at her and smiles condescendingly.

Wesley:  Well... (steps to the head of the table) Hello. (smiles smugly)

Buffy gives him a quick look up and down.

Buffy:  (to Giles) New Watcher?

Giles:  New Watcher.

Wesley takes a step toward her and holds out his hand in greeting.

Wesley:  Wesley Wyndam-Pryce.

Buffy makes no move to return the gesture, but continues to eye him 
critically. A moment later he steps back again.

Wesley:   It's very nice to meet you.

Buffy steps over to Giles, never removing her eyes from Wesley.

Buffy:  Is he evil?

Wesley:  (perplexed) Evil?

Buffy:  The last one was evil.

Wesley:  (thoughtfully) Oh, yes. Gwendolyn Post. We all heard. No. Mr. 
Giles has checked my credentials rather thoroughly and phoned the 
Council, but I'm glad to see you're on the ball as well. (takes a 
secretive step toward her) A good Slayer is a cautious Slayer. (steps 
back)

Buffy:  (to Giles) Is he evil?

Giles:  Not in the strictest sense.

Wesley:  Well, I'm glad that's cleared up. (walks around the table) As 
I'm sure none of us is anxious to waste any time on pleasantries, (picks 
up his Watcher diary) why don't you tell me everything about last 
night's patrol. (flips to a blank page)

Buffy:  Vampires.

Wesley:  (inquiringly) Yes?

Buffy:  Killed 'em.

Wesley:  (fishing for details) Anything else you can tell me?

Buffy glances at Giles. He nods that she should cooperate.

Buffy:  Uh... (thinks) One of them had swords. I don't think he was with 
the other two.

Wesley:  (something clicks) Swords?

He sets down his diary, goes back to his box of books and begins to 
rifle through them.

Wesley:  Swords...

He finds the book he wants and begins to leaf through it.

Wesley:  One long, one short?

Buffy:  Mmm. Both pointy. (to Giles) With, like, jewels and things.

Giles:  Sounds familiar.

Wesley:  (comes back with the book) It should.

He holds it out in front of Giles, who takes it and reads.

Giles:  El Eliminati. Fifteenth Century...

Wesley:  (interrupts) Fifteenth Century duelist cult, deadly in their 
day. Their numbers dwindled in later centuries due to an increase in 
anti-vampire activity and a lot of pointless dueling.

Buffy and Giles both look up at him, surprised by his rudeness.

Wesley:  They eventually became the acolytes of a demon called 
Balthazar, who brought them to the New World, specifically here.

Giles:  (closes the book, hands it back) You seem to know a lot about 
them.

Wesley:  I didn't get this job because of my looks. (goes back to his 
box)

Buffy:  I really, really believe that. (nods)

Wesley:  (looks at her snidely) I've researched this town's history 
extensively.

Giles:  So why have we not seen them before this?

Wesley:  (comes back) They were driven out a hundred years ago. Happily, 
Balthazar was killed. I don't know by whom.

Buffy:  And they're back 'cause...?

Wesley:  Balthazar had an amulet purported to give him strength. When he 
was killed, it was taken by a wealthy landowner named... (sees their 
looks) I don't want to bore you with the details.

Buffy:  A little bit late.

Wesley:  ...named Gleaves. It was buried with him, and I believe the few 
remaining Eliminati are probably looking for it. For sentimental value.

Giles:  A-and you don't think that this, uh, amulet poses any threat?

Wesley:  (steps back to his box) Oh, no, not at all. Nonetheless, we may 
as well keep it from them. Buffy, you will go to the Gleaves family 
crypt tonight and fetch the amulet. (reaches in)

Buffy:  I will?

Wesley:  (pauses) Are you not used to being given orders?

Buffy:  Whenever Giles sends me on a mission, he always says 'please'. 
And afterwards I get a cookie.

She grins at Giles, who smiles back modestly.

Wesley:  (comes back) I don't feel we're getting off on quite the right 
foot.

Just then they hear footsteps, and look up to see Faith walk in.

Wesley:  Ah. This is perhaps Faith.

Faith stops and critically looks Wesley up and down.

Faith:  New Watcher?

Buffy and Giles:  New Watcher.

Faith:  (snickers) Screw that.

She turns right around and walks out. Wesley feels put off.

Buffy:  (to Giles) Now, why didn't *I* just say that?

Giles:  (gently) Uh, Buffy, would you...

Buffy:  I'll see if I can get her back. (slips off of the table and 
walks out) Don't say anything terribly interesting while I'm gone.

Wesley watches her go. He and Giles both reach into their pockets for 
handkerchiefs, take off their glasses and begin to clean them.

Wesley:  They'll get used to me.

Giles notices their tandem actions, immediately stops cleaning and puts 
his glasses back on before Wesley has a chance to turn around. When he 
does, Giles just smiles up at him, covering his handkerchief with his 
hands.

Cut to the quad. Buffy catches up with Faith as they come walking around 
a corner.

Buffy:  Faith, wait. Look, I know this new guy's a dork, but... (pauses) 
Well, I have nothing to follow that. He's pretty much just a dork.

Faith:  You're actually gonna take orders from him?

Buffy:  That's the job. What else can we do?

Faith:  Whatever we want. We're Slayers, girlfriend, the Chosen Two. Why 
should we let *him* take all the fun out of it?

Buffy:  Oh, that would be tragic, taking the fun out of slaying, 
stabbing, beheading.

Faith:  Oh, like you don't dig it.

Buffy:  (shrugs) I don't.

Faith:  You're a liar. I've *seen* you. Tell me staking a vamp doesn't 
get you a little bit juiced. Come on, say it.

She stops and folds her arms, waiting for Buffy's answer. Buffy can't 
help but smile, and looks down to hide it.

Faith:  (laughs) You can't fool me. The look in your eyes right after a 
kill? You just get hungry for more.

Buffy:  (shakes her head) You're way off base.

Faith:  Tell me that if you don't get in a good slaying, after a while, 
you just start itching for some vamp to show up so you can give him a 
good (grunts and punches)!

Buffy:  Again with the grunting. You realize I'm not comfortable with 
this.

Faith:  Hey, slaying's what we were built for. If you're not enjoying 
it, you're doing something wrong. (starts to leave)

Buffy:  (sighs) What about the assignment?

Faith:  (looks back) Tell you what: (points) you do the homework, and 
I'll copy yours. (grins and goes)

Cut to the Gleaves Family Crypt that night. Buffy slowly walks up to it 
and turns on her Maglite. She steps up to the door and opens it. Cut 
inside. The large room is dark and dusty. In the center are two stone 
coffins. There are several drawers on one wall and a few urns on 
shelves. Buffy takes the steps down into the room and goes to the first 
coffin. She pushes the heavy lid aside and looks into it with the 
flashlight. All that's left of the body is the skeleton and a pile of 
hair and fibers.

Buffy:  Strike one. No amulet there.

She goes to the next coffin and pushes its lid aside. The body in this 
one has dried out and looks mummified. The clothes are still more or 
less intact, and around its neck hangs the amulet.

Buffy:  Game over.

She reaches in for it, but jerks back up when she hears noises coming 
from outside. Through the door she sees torches coming closer and hears 
voices. She quickly jumps up onto the first coffin, rolls into it and 
twists off her Maglite just as Vincent, the leader of the Eliminati, 
pushes the door open. He looks around, but doesn't notice when Buffy 
pulls the lid of the coffin back into place. Vincent walks down the 
stairs and goes over to the open coffin. His troops follow him. Inside 
her coffin, Buffy looks over at the skull beside her, but remains quiet. 
Vincent looks into the open coffin, sees the amulet and yanks it from 
the body's neck. He takes a good look at it and smiles at his troops, 
indicating success for their mission. In the other coffin Buffy remains 
absolutely still. The Eliminati start to make their way out. When Buffy 
hears the door close she pushes the lid back open and climbs out, only 
to be startled by Faith's hand on her shoulder.

Buffy:  Faith!

Faith:  What are you doing, hiding in there?

Buffy:  Looking for the amulet. Wasn't counting on the Special Guest 
Stars. Six against one. (gestures at the coffin) Hence the hiding.

Faith:  Well, it's six against two now, so come on.

She rushes out of the crypt. Buffy climbs out of the coffin and follows 
her out. Cut outside. They come out in time to see the last two 
Eliminati jump down through a manhole into the sewers below. Faith makes 
tracks for it.

Buffy:  Wait. Stop. Think!

Faith:  (stops, defiantly) No, no, no! (starts again)

Buffy:  (chases her) It's a manhole. Tight space, no escape, six against 
two, not unlike three against one.

Faith:  And there might be more, (grabs Buffy's arm) so come on. (lets 
go)

Buffy:  You're just gonna go down there. That's your plan.

Faith:  Who said I had a plan? I don't know how many's down there, but I 
wanna find out. And I'll know when I land. If you don't come in after 
me, (shrugs and smiles) I might die!

Without any further hesitation she jumps in. Buffy can't believe it, but 
realizes she can't let her do it alone, and jumps in after her.

                    ~~~~~~~~~~ Part 2 ~~~~~~~~~~

The library. Wesley is at the study table going through a mass of books. 
Giles paces nervously.

Wesley:  These are all the diaries, then? Yours included?

Giles:  (in a worried tone) That's everything. Knock yourself out. 
Please?

Wesley:  (flips through Giles' diary) Oh, yes! Here's your first entry. 
'Slayer is willful and insolent.' (smirks) That would be our girl, 
wouldn't it?

Giles:  (continues pacing, takes off his glasses) Well, you have to get 
to know her.

Wesley:  Mm. (reads) 'Her abuse of the English language is such that I 
understand only every other sentence.' (looks up) Oh, this is going to 
make fascinating reading.

Giles:  (checks his watch) She should be back by now.

Wesley:  (checks his watch) Not to fret. (reaches for a mint) My mission 
scenario has her back in one minute. (pops the mint) Shouldn't be any 
trouble.

Cut to the sewers. Buffy and Faith have their hands full fighting the 
Eliminati. Buffy does a low front snap kick to one of them on the 
ground. Faith backhand punches another, and his head snaps hard to the 
side. Buffy grabs yet another and shoves him aside.

Buffy:  We're surrounded!

Faith:  You noticed that, too?!

Faith backhand punches another Eliminatus. Buffy ducks a vampire's swing 
and does a roundhouse kick to the back of his knee, making him collapse 
to the floor. Faith sidesteps her attacker, grabs his arm, swings him 
around and throws him toward a wall. Buffy does a full spinning hook 
kick to an incoming vampire and follows up with a roundhouse kick to his 
head. Another one comes at her from the side and tries to bring his 
sword down on her from above, but she steps back in time, and it just 
clangs on the floor.

Faith throws her vampire up against a wall, and he collapses to the 
floor. She does a half-spinning hook kick to another Eliminatus behind 
her, and he falls dazed onto a raised area. Another vampire jumps up 
onto it and leaps at Faith. She sidesteps him and pulls him down over 
the other one.

Buffy does a back elbow jab at a vampire's face, causing him to step 
backwards and trip over a fallen vampire. Another one jumps into the 
fray and tries to punch her, but she middle blocks him, grabs onto his 
arm and throws him up against the rock wall. He tries to come at her 
again, but she side kicks him soundly in the gut, forcing him back up 
against the wall. The Eliminatus who was down is up again, and she front 
snap kicks him, knocking him hard onto his back.

Faith turns around just in time to get punched in the face by Vincent. 
He tries to punch her again, but she ducks it and rises back up to 
roundhouse kick him in the side of the head.

Buffy blocks two punches from the vampire against the wall and punches 
him in the face and again in the gut. He goes down.

Faith does a half spinning, jumping out-to-in crescent kick to the head 
of one of them. Then she high blocks a punch from one behind her.

Buffy gets a roundhouse kick in the head and falls to the ground by a 
pool of water. Her attacker advances on her, and she roundhouse kicks 
him in the back of the knee, making him lose his balance.

Faith punches one in the head, but he comes back with a punch to Faith's 
gut and grabs her.

Faith:  Lemme go!

He shoves her hard against a concrete wall. Buffy sees her predicament 
and throws her stake into the vampire's back as she gets up from the 
floor. He bursts into ashes. Faith gives Buffy a smile. However, with 
her attention on Faith, Buffy doesn't notice the one behind her, and he 
grabs her and holds her still for Vincent. He holds out his long sword, 
pointing it at her chest.

Vincent:  Let's settle this honorably.

Buffy jumps up against the one holding her and does an out-to-in low 
crescent kick, knocking the sword out of Vincent's hand. It goes flying 
into the pool of water. Then she shrugs off the one holding her, and he 
falls to the floor. Vincent grabs hold of her, though, and tries to 
thrust at her with his short sword. She jerks out of the way in time and 
grabs hold of his arm, but he uses this to his advantage and grabs her 
around the back with his other arm, pinning her against the edge of the 
pool.

Vincent:  Well, then, let's just settle it.

He dunks her head into the water. She struggles to get back up, but 
can't get a good grip on anything in the filthy water. In the meantime, 
another vampire gets Faith in a full Nelson hold. She sees Buffy 
struggling in the water.

Faith:  Buffy! (struggles with her assailant) You son of a bitch!

Vincent keeps holding Buffy's head under water. She struggles valiantly 
to get up, but just can't. It isn't much longer before she starts to get 
weak from lack of oxygen and stops struggling, apparently passing out. 
Vincent holds her under for another few seconds, then lets go and turns 
his attention to Faith. Buffy remains motionless in the water. Vincent 
grins widely at Faith, who keeps struggling, but to no avail.

Suddenly Buffy leaps up, Vincent's long sword in hand, and swings it 
around at his head. He's too quick, though, and ducks it, but is left 
off balance in a crouch.

Buffy:  I hate it when they drown me.

She swings at him again, but he reacts instantly, somersaulting out of 
the way and back to his feet. He faces her wielding his short sword. She 
makes quick work of it, knocking it out of his hand with her first 
swing. She swings at him again widely, but he manages to dodge her.

Faith breaks out of the Nelson hold, spins around and punches the 
vampire in the face. He staggers against the wall. She grabs him and 
pulls him around, and he flies up and over the small raised area.

Faith:  B! Gotta go!

Buffy misses another swing, but has a determined look on her face.

Buffy:  We came for the amulet.

She jabs the sword straight at Vincent, getting the tip right between 
the chain holding the amulet at his waist. She lifts the sword, drawing 
the chain out from under his belt, and it slides down the length of the 
blade to the hilt. Vincent is freaked by her accuracy and hightails it 
out of there. Buffy pulls the amulet from the sword and holds it in her 
hand. Faith comes up next to her.

Faith:  (breathing heavily) Tell me you don't get off on this!

Buffy:  (smiles at the amulet) It didn't suck.

Cut to the library. Wesley has the amulet in hand and inspects it under 
a magnifying glass. Giles stands in his office doorway.

Wesley:  Well... Looks authentic enough. (looks up) Of course, there are 
tests to be made before actual verification.

Buffy:  How about verifying that your 'nearly extinct' cult was out in 
magnum force last night? Faith and I got into a serious party situation.

Giles:  Are you alright?

Buffy:  I had to lather, rinse, and repeat about five million times to 
get the sewer out of my hair, but otherwise, I'm of the good. Thank you 
for asking.

She gives Wesley a look, making it very clear he should have asked as 
well.

Wesley:  Perhaps there were a few more than we'd anticipated, but I'd 
expect you to be ready for anything. (looks her in the eye) Remember the 
three key words for any Slayer: preparation... preparation... 
preparation.

Buffy:  That's one word three times.

The school bell rings. Buffy gets up.

Buffy:  I have a chem test. So sad that I'm actually happy about that. 
(starts out) Giles, we need to talk.

Wesley:  (stands up pompously) Buffy... (she stops, but doesn't face 
him) I must ask you to remember that I am your Watcher. (she faces him) 
From now on, anything you have to say about slaying you will say to me. 
The only thing you need discuss with Mr. Giles is overdue book fees. 
Understood?

Buffy:  (turns to Giles) We'll talk.

Giles:  Of course.

Buffy leaves for her test.

Wesley:  (to Giles) You're not helping.

Giles:  (dripping with sarcasm) No. I feel just sick about it.

He takes off his glasses and goes into his office. Wesley is incensed.

Cut to chemistry class. Mrs. Taggart passes out the exam booklets. Buffy 
is at the second to last table by the windows. She is twisted around in 
her seat, talking quietly to Willow and Xander, who are sitting at the 
last table.

Buffy:  It was intense. It was like I just... let go and became this 
force. I just didn't care anymore.

Willow:  Yeah, I know what that's like.

Buffy:  I don't think you can! It's kind of a Slayer thing. I don't even 
think I'm explaining it well.

Xander:  You're explaining it a lot, though.

Mrs. Taggart hands Xander and Willow their tests. Buffy turns around.

Mrs. Taggart:  Alright. You have one period to fill out your test 
booklets. Periodic charts are located on the back. (walks toward the 
front) You're on the honor system, so remember, no talking.

Buffy turns back to Willow and Xander.

Buffy:  You see, the thing was, Faith knew I didn't even wanna go down 
there...

Mrs. Taggart:  (interrupts) Ahem. Ms. Summers?

Buffy faces the front and gestures that she's buttoning her lips now.

Mrs. Taggart:  (to the class) You have one hour.

She gives Buffy another look and then leaves the room. Buffy immediately 
turns back to Willow and Xander.

Buffy:  Okay, so the best part...

Willow:  (interrupts, concerned) Buffy. Test? You know. Remember? The 
thing you didn't come over to study for?

Buffy:  (seems to get it) Right. Got it.

She turns back to her test, but can't resist, and turns around again.

Buffy:  (smiles) Sorry. Okay, so we're down there, in the sewers, and 
Faith (Xander's eye twitches) got three of them on her at once...

Xander:  Hey! Whoa! Can we resume Buffy's 'Ode to Faith' later, like 
when I'm not actively multiple-choicing?

Buffy:  (realizes) How come your eye twitches every time I say Faith's 
name?

Xander:  (twitches his eye) (defensively) What? (chuckles) No, it 
doesn't.

Buffy leans in closer to him, her eyes intently watching his face.

Buffy:  Faith.

His eye twitches, and he slaps his hand over it.

Xander:  Cut it out! We got a test to take, okay? And I'm highly 
caffeinated, and I'm trying to concentrate. Some of us actually care 
about school. You know.

Buffy looks to Willow, but she's concentrating on her test. Buffy 
finally realizes that she's not going to be allowed to continue her 
story, and settles down to take her test. She opens the booklet, but is 
interrupted, along with the rest of the class, by Faith rapping on the 
window pane trying to get Buffy's attention. Faith lifts the sash and 
leans in.

Faith:  (smiles) Hey, girlfriend. (looks around) Bad time?

She leans over to the next window, wipes the dust from it with her 
sleeve, exhales to fog it and uses her index fingers to draw a heart 
with a stake through it. She looks at Buffy, smiles and bounces her 
eyebrows. Buffy considers for only a moment before deciding to blow off 
the test. She slides down from her lab stool and heads for the window. 
Willow and Xander are shocked.

Willow:  No, sh-she can't!

Faith smiles and leans back in to wait for her partner.

Willow:  Y-you can't! Can you?

Buffy ignores her and climbs out of the window. Faith lowers the sash 
after Buffy has climbed out. Willow can't believe what just happened.

Cut outside. The Slayers walk away from the building.

Buffy:  What's up?

Faith:  Vampires.

Buffy:  Uh, Faith, unless there's a total eclipse in the next five 
minutes, it's daylight.

Faith:  Good for us, bad for them. Found a nest.

Buffy:  (smiles, suddenly comprehending) Has potential.

Cut to the vampire nest. It's gloomy. Only a few rays of sunlight are 
getting in. There are vampires lying all over the floor waiting out the 
day. Buffy and Faith kick in the door. Bright sunlight washes in and 
onto one of them, who quickly bursts into flames. The lot of them 
scramble to their feet and begin to run. The Slayers smile into the 
nest.

Faith:  Rise and shine, people.

Buffy:  It's your wake-up call.

They both pull out stakes and run in for a good fight.

Cut to the Bronze that evening. Faith and Buffy are on the dance floor 
gyrating to the hard techno sound of "Chinese Burn", performed by Curve. 
Three boys come over to them and dance around them. The camera shows a 
brief view from above of the two girls surrounded by the boys. They 
pretty much ignore the guys and just hump the air around them. Angel 
walks under the stairs to the edge of the dance floor and stops to 
watch, a look of deep concern on his face. The camera shows another 
brief shot of them from above. Eventually Buffy notices Angel standing 
at the side. When he sees her notice he makes a move to go. Buffy 
squeezes out from the crowd to go to him. Faith doesn't miss a beat and 
starts to paw at the boys, keeping them well entertained.

Lyrics:  She burns friends like a piece of wood

When Buffy reaches Angel she jumps up on him and wraps her arms around 
his neck and her legs around his hips. Angel supports her at the waist.

Buffy:  Hey! You're not leaving, are you?

Lyrics:  And she's jealous of me because she never could

Angel:  (glances over at Faith and the boys) I saw you making friends.

Buffy:  (glances dismissingly) Them?

Lyrics:  Hold herself up without a spine

Buffy:  (faces him, smiling) Boys! I like you.

Lyrics:  And she'll look me up when she's doing fine

Angel reacts in his usual somber way. Buffy hops down off of him.

Buffy:  (coyly teasing) What's the matter? You're not afraid of little 
me, are ya?

Angel:  (seriously) We better sit down. Come on.

He leads her away to a small alcove behind the stairs.

Buffy:  I can sense this is a business trip.

Angel sits. Buffy plops down next to him.

Buffy:  (flippantly) What's the what?

Angel:  Balthazar.

Buffy:  (snuggles close to him) Dead demon.

Angel:  Not as dead as you think.

He gets up and sits across from her, putting some distance between them.

Angel:  Word on the street puts him in the packing warehouse on 
Devereau. He's looking for...

Buffy:  His amulet. It's supposed to restore his strength.

Angel:  From what I'm hearing, that's not something we'd like to see 
happen.

Buffy:  No problem. We got the amulet.

Angel:  I know. I spoke to Giles, but he said you gave it to someone.

Wesley pokes his head around the stairs and finds them.

Wesley:  (points accusingly) Ah. There you are.

Buffy:  (mockingly) Ah. Speak of the really annoying person.

Wesley:  (looks around) You're certainly giving me a run for my money. 
(sits next to her, whispers) I think we ought to establish that if 
you're going to go out slaying, you leave me a number where I can 
contact you.

Angel:  Where's the amulet?

Wesley snaps his head around and looks at Angel in surprise.

Wesley:  Who are you?

Angel:  A friend. Do you have it?

Wesley:  (smugly) It's somewhere safe.

Buffy looks at his jacket, reaches in and pulls out the amulet.

Wesley:  How did you know?

Buffy:  It pooches your jacket.

She tosses it to Angel.

Wesley:  (protests) Now, hang on a minute...

Angel:  (holds it up) Walking around with this thing is like wearing a 
target.

Buffy:  You're gonna put it somewhere safe (to Wesley) that's actually 
safe? 

Angel:  (stands up) Yeah. I'll do it now.

Buffy:  (stands also) I'll do some recon on Balthazar.

Wesley:  (joins them in standing) (incredulously) If I may... Balthazar 
is dead. Am I the only one that remembers that?

They ignore him. Angel leans over and gives Buffy a kiss.

Angel:  Be careful.

Buffy:  You know me.

Angel:  (sternly) I mean it.

They both go in opposite directions, leaving Wesley behind and very 
confused.

Wesley:  What's going on?

Buffy walks onto the dance floor and grabs Faith. She pulls her out of 
the crowd and toward the door. Faith lets herself be led away, but 
points back at the boys.

Faith:  Call me!

The guys are bummed to see her go.

Cut to the packing warehouse.

Balthazar:  Let me tell you what I see.

Cut inside. Balthazar is enormously obese with very pale, pasty, slimy 
skin. He sits suspended in a tank of filthy water, while one of the 
Eliminati pours ladle after ladle of it over him in an effort to keep 
his skin moist.

Balthazar:  I see fear... and remorse... and the pitiful look of faces 
that cry out for mercy! But what I *don't* see is what I *want* to see, 
AND THAT'S... MY... AMULET!

Vampire:  Lord Balthazar, we found it! We had it! But the Slayers...

Balthazar:  Already I'm bored.

He holds out his hands, and the air between him and the vampires is 
suddenly disturbed. The vampire floats involuntarily over to Balthazar, 
who grabs his throat and squeezes until his neck breaks and he slumps 
lifelessly to the floor. Vincent watches, extremely worried that he may 
be next.

Balthazar:  Vincent... Come here.

He wheezes hard as Vincent slowly approaches.

Balthazar:  Closer.

Vincent leans toward him.

Balthazar:  Closer.

Vincent leans close enough to be spat upon. Balthazar puts his hands on 
Vincent's shoulders.

Balthazar:  Let me tell you... what I want to see.

Cut outside. Faith and Buffy look for the packing warehouse and find it. 
They look in through a crack in the door and see Balthazar surrounded by 
the Eliminati.

Buffy:  Okay, we got ten, maybe twelve bad guys and one big demon in 
desperate need of a Stairmaster.

Faith:  I say we take 'em all, hard and fast and now.

Buffy:  We need a little more firepower than none. We should head back 
to the library.

Faith:  Well, I guess Jacuzzi Boy isn't going anywhere. (looks around) I 
just... wish we had...

Across the street at the end of the alley she sees Meyer's Sport and 
Tackle shop. She points Buffy in that direction.

Faith:  Ah. That is too good.

They head for the store.

Cut to the store. Faith kicks in the front door. Cut inside. They walk 
through quickly. looking for anything useful to them. Faith finds the 
Archery counter.

Faith:  Ah. Score.

She spies a small crossbow, complete with 4x optical sights, on display 
beneath the glass countertop. She breaks the glass with her elbow, 
reaches in and pulls it out.

Buffy:  Think they're insured?

Faith:  Strangely, not my priority. (checks the trigger mechanism) When 
are ya gonna get this, B? Life for a Slayer is very simple: (walks to a 
vertical case) want... (breaks it) take... (reaches in for a set of nun-
chucks) have. (stuffs them into her pants)

Buffy seems a bit unsure, but changes her mind when she spies a case of 
hunting knives.

Buffy:  Want... (walks to the case) take... (stops in front of it) have.

She punches the glass with her fist, and it breaks, disturbing a dagger, 
which she catches as it falls. She pulls her hand out and turns the 
blade over in her hand, smiling.

Buffy:  I'm gettin' it.

Faith smiles, too, seeing that Buffy is finally coming around to her way 
of thinking. She turns around and sees a compound hunting bow under the 
glass of another display case, and kicks it in. Buffy just gives her a 
brief glance. Faith pulls the bow out and looks it over, then smiles at 
her partner in slayage. But before they can get any further, they are 
surprised by a gunshot. They spin around to see they've been caught by 
two police officers. They both have their service revolvers aimed at 
them.

Officer:  Drop the weapons and get down on the ground! Now!

                    ~~~~~~~~~~ Part 3 ~~~~~~~~~~

Inside Meyer's Sport and Tackle. The police officer takes a step closer, 
eyeing the two girls.

Officer:  I said drop the weapons, or I fire.

Buffy slowly reaches her hand out and sets the dagger on a counter. The 
officer is satisfied, and turns his attention to Faith. She gives in, 
but isn't as gentle with the hunting bow as Buffy was with the knife, 
simply extending her arm and tossing it aside. The two officers visibly 
relax a bit, but keep their guns up and ready.

Officer:  Now spread 'em.

Faith:  (haughtily) You wish.

Buffy's eyes go wide with concern for what Faith might do. The officers 
tense up again.

Officer:  Hands in the air where I can see 'em. Slow!

Faith smiles at him, but does as she's told and raises her arms over her 
head. Buffy raises hers as well, but just level to her shoulders.

Officer:  Good. (to his partner) Now cuff 'em.

His partner holsters his gun and reaches into his belt for his cuffs. 
Faith checks out the one still holding the gun.

Faith:  (to Buffy, smiling sexily) I like him. He's butch.

Cut inside the police car. Buffy and Faith are in the back seat with 
their hands cuffed behind their backs. A heavy steel mesh separates them 
from the officers in the front seat.

Officer:  That's some artillery you two were puttin' together. You with 
one of them girl gangs?

Faith:  (sarcastically) Yeah. We're the Slayers.

The officer laughs. Faith doesn't think it's funny.

Faith:  (quietly to Buffy) You wanna get outta here?

She slouches down in the seat. Buffy realizes what she intends, and 
isn't at all sure it's a good idea.

Faith:  (impatiently) We can't save the world in jail.

Buffy sees the truth in that, and slowly slouches down also. Faith 
raises her legs, and Buffy follows her lead.

Faith:  (quietly) One, two...

They both push-kick hard into the steel mesh, making it buckle and tear 
at the edges and hit the officers in the backs of their heads. The 
driver loses control of the car, and it swerves screechingly to the left 
and smashes into a parked car. The damage isn't terribly serious, but 
the police car's radiator has burst, and the steam rises thickly, 
obscuring the view. Both officers are unconscious. Buffy climbs out of 
the front passenger-side door. A moment later Faith comes out as well 
with one of the officer's keys. They turn back-to-back and fumble with 
the keys, trying to unlock the cuffs.

Buffy:  (looking at the officers) We should call an ambulance.

Faith:  Five people already have, the racket we made, and they're fine.

She's right. One of them is already regaining consciousness. She gets 
the cuffs unlocked.

Faith:  Come on. Let's get outta here.

She starts to run, but looks back when Buffy doesn't immediately follow.

Faith:  COME ON!

Buffy sees the other officer start to come to as well. She looks around 
quickly a last time and runs after Faith.

Cut to Buffy's house the next morning. Cut to the kitchen. Buffy enters 
through the back door, bringing the paper in with her. She is engrossed 
in an article, perhaps about the break-in and police car accident. Joyce 
walks in from the dining room.

Joyce:  Admit it.

Buffy looks up surprised. Her mother leans on the island.

Joyce:  Some days don't you wanna just wake up and say to Hell with the 
diet? Wanna make waffles? Big Saturday brunch?

Buffy:  No, thanks. I'm not really that hungry. (turns the page)

Joyce sighs and goes to the dish cabinet.

Joyce:  So, what did you and Faith do last night?

Buffy:  Nothing. Uh... (smiles thinly) Nothing really important.

Joyce:  (gets a coffee mug) Don't worry. (grabs the coffee pot) I'm not 
gonna meddle in your slaying. (pours a cup) Just as long as you're 
careful.

Buffy:  (engrossed in reading) I am.

Joyce sees how she's concentrating and steps over to the island.

Joyce:  You sure about those waffles?

Buffy looks up and closes the paper.

Buffy:  Yeah. But if you want them, I can help you make them.

Joyce:  No. (sighs) They only don't have calories if I make them for 
you. (Buffy doesn't get it) Mom logic. You, uh, done with the paper?

Buffy:  (gets up) Yeah. (leaves the kitchen)

Joyce:  (opens the paper) Let's see what's happening in Sunnydale.

Cut to the Mayor's office. He poses with a troop of young Boy Scouts. 
They all have huge smiles on their faces. The photographer snaps the 
picture.

Mayor Wilkins:  There we go.

The Scouts all file out of the office.

Mayor Wilkins:  Thanks a lot, fellas. Thanks a heap.

He goes to the window, where the blinds are open, letting in plenty of 
light.

Mayor Wilkins:  Hey, have fun on that camping trip, now. Don't forget to 
roast a wiener for me.

Allan shoos the last of the Scouts out and closes the door securely. 
The Mayor chuckles as he closes the blinds, then walks to the other 
window and closes them there, too.

Mayor Wilkins:  Here we go. Alright, you can come out now.

The door to his private bathroom opens, and Mr. Trick comes back into 
the office.

Mayor Wilkins:  (shakes his finger at the office door, smiling) Backbone 
of America, those little guys. Seeing the hope and courage on their 
bright little faces, I swear I could just, I... I could just eat 'em up. 
(chuckles, heads for his liquor cabinet) So, any news about the 
Eliminati?

He opens the cabinet, and out jumps Vincent. He grabs him by the neck, 
pushes him back and down over his desk and holds up his sword to attack.

Vincent:  In the name of Lord Balthazar, DIE!

Before he can do anything else, Mr. Trick punches him in the forehead. 
Vincent falls backward onto the floor, unconscious. The Mayor coughs as 
he sits up on the edge of the desk and straightens his tie.

Mayor Wilkins:  Thank you, Mr. Trick. That was very thoughtful of you.

Trick:  Why do they always gotta be using swords? (picks it up, tosses 
it to Allan) It's called an Uzi, ya chump! Could have saved your ass 
right about now.

Allan would rather not have the sword, and looks down at Vincent aghast.

Mayor Wilkins:  (to Allan, arms crossed) You know, it's curious how he 
could've gotten all the way into my liquor cabinet. (Allan looks up at 
him) Allan, don't we have, don't we have security working in this 
building?

Allan:  (scared and nervous) Sir, I... I had no idea. I-I...

Mayor Wilkins:  There's no need to swoon, Allan. But try to keep things 
secure. (looks down at Vincent) Lock him up. (goes to his chair)

Trick:  He wakes up, he's just gonna try and kill you again.

Mayor Wilkins:  (sits) (smugly) Yes. Yes, I expect he will.

Cut to the packing warehouse. One of the Eliminati lifts the ladle and 
pours the water over Balthazar. The camera shifts focus onto the new 
leader of the Eliminati.

Balthazar:  Vincent made a noble effort. Man to man, as befits a true 
warrior. (wheezes) He had courage... He had honor... AND I HAVE *JACK* 
TO SHOW FOR IT! (calms a bit) It's been a hundred years since my enemy 
crippled me. Now ultimate power is within his grasp. And I shall *not* 
let it be! Forget about honor! Forget about everything! But getting my 
amulet! Bring the Watchers to me! Find the Slayers and kill them! Kill 
everything that gets in your way! GOOOOO! GOOOOO!

Cut to Buffy's house.

Buffy:  Mmm.

Willow:  You like it?

Cut to Buffy's room. She and Willow are sitting on her bed. Buffy is 
sniffing a small black felt pouch that Willow gave to her.

Buffy:  It smells good. What is it?

Willow:  (smiling proudly) Just a little something we witches like to 
call a protection spell.

Buffy:  Good deal, protection. (sniffs) I'm surprised, though, 'cause 
usually spell stuff's more...

Willow:  Stinky. Yeah. That's why I added lavender. Give me time, and I 
may be the first wicca to do all my conjuring in pine fresh scent. So 
what's the plan?

Buffy gives her an inquiring look.

Willow:  For tonight's slayage. We're going, aren't we?

Buffy:  (wanting to avoid the subject) Yeah.

Willow:  (knowing there's more) Great!

Buffy:  (realizes she can't hide it) But... there's a 'but'. And that's 
'but you shouldn't come... tonight.' Is that cool?

Willow:  (slightly hurt) Well, sure. Makes sense. You know... You'll be 
facing big, hairy danger.

Buffy:  (tries to justify it) Uh, b-biggest and very hairy.

Willow:  (fishes for more information) You'll be risking your life.

Buffy:  Right. And why risk yours?

Willow:  (glances down, then back up) Because I'm your friend?

Buffy:  I know, Will, and that's exactly why I don't want you going. 
It's, it's too dangerous.

Willow:  (protests) But I-I've done this sort of thing before! Like, a 
million times, and I can totally handle myself. Besides, (holds up her 
own felt pouch) minty fresh protection. So?

There's a knock at the door. Faith opens it and comes in.

Faith:  Ready? Time to motor. Hey, Willow.

Willow:  (unenthused) Hi. (faces Buffy) Uh...

Faith paces back toward the door.

Buffy:  (stands up, apologetic) I really should... But we'll hang out 
later, right?

Willow:  (trying to hide how hurt she is) Yeah. You, you go ahead. I'll 
just get my stuff.

Buffy wants to say something, but changes her mind and just looks at her 
friend, giving her felt pouch a squeeze, and follows Faith out of the 
room. Willow watches her go, then looks down at her own pouch.

Willow:  Stupid...

She throws the pouch down on the bed.

Cut to an alley near the packing warehouse. Buffy and Faith come walking 
around a corner. Faith has the compound hunting bow with her, and gets 
an arrow ready.

Faith:  You're quiet tonight.

Buffy:  I just wanna get this done.

Faith:  Yeah. (smiling) I'm dying to test out the longbow. I think it 
might be my new thing.

Buffy:  I can't believe you went back for that stuff.

Faith:  Hey, how do you feel about getting some ribs? You know, after 
we're done?

They are surprised by an Eliminatus doing a front tuck from above and 
landing in their way.

Cut to Giles' office. Wesley checks out some of the pictures on the wall 
while Giles sits at his desk fidgeting with his glasses.

Wesley:  I didn't say you had emotional problems. (turns to Giles) I 
said you had *an* emotional problem. (condescendingly) It's quite 
different.

Giles:  (enunciating clearly) My 'attachment' to the Slayer is not a 
problem. In point of fact, it's been a very...

Wesley:  (interrupts) The way you've handled this assignment is 
something of an embarrassment to the council.

Giles:  (miffed) If you want to criticize my methods, fine. But you can 
keep your snide remarks to yourself. And while you're at it, don't 
criticize my methods. (puts on his glasses)

Wesley:  The fact is, you're no longer qualified to act as Watcher. 
(paces behind Giles, condescendingly) It's not your fault. You've done 
well. It's simply time for somebody else to take the field. (turns 
around)

Giles looks at him, then past him through the window to the main area.

Giles:  Now's a good time to start.

Wesley turns to look as well, and there they see four Eliminati come to 
take them to Balthazar.

Cut to the alley. The vampire roars and comes at Buffy. She sidesteps 
him, grabs him and shoves him into the back of a truck. He comes at her 
again and does a front snap kick at Buffy, which she blocks. She returns 
with a roundhouse kick to his gut, knocking him to the pavement. Buffy 
jumps on him, and they begin to struggle. Another vampire joins in as 
Faith struggles with her bow, but they are in too close of quarters for 
her to use it against him.

Faith:  (to herself) Screw it!

She drops the bow, but holds on to the arrow. She ducks a roundhouse 
kick from the demon, and the momentum of the kick without a hit makes 
him keep spinning before he lands. Faith does a side-kick to his side, 
and he staggers into the side of a truck. Faith comes at him with her 
arrow and plunges it home as he turns around to attack again. He bursts 
into ashes. Buffy gets up holding her stake, having just dusted hers as 
well.

Faith:  I think we've got more comin'!

They start quickly in the direction of the packing warehouse.

Buffy:  We're never gonna make it to the warehouse.

Faith:  If they keep coming one at a time, we got a shot.

Suddenly another Eliminatus lands in front of them and thrusts at Faith 
with his short sword. She reacts instantly, catching his arm and shoving 
him into a crate, then pulling him off and swinging him backward onto a 
pile of several chords of wood. Buffy steps right in and stakes him. He 
crumbles to ash. The two Slayers continue along the alley at a brisk 
pace.

At the end of the building an arm reaches out and grabs Buffy by the 
shoulder. Instantly she grabs the man and throws him against a dumpster. 
Faith jumps right in to stake him. He slumps down to the ground, hurt by 
the impact against the heavy steel container. It's Allan, but Faith is 
too caught up in things and doesn't realize he's human.

Buffy:  FAITH, NO!

Faith swings down with her stake and plunges it into Allan's heart, then 
pulls it out. Allan grabs his chest in pain and surprise. Blood pours 
out freely, pumped out by his now punctured, beating heart. Faith backs 
away as Buffy quickly gets down beside him to try to help him. Allan 
pulls his hands away and looks down at them covered in his own blood, 
shaking hard as he goes into shock. Buffy looks at the wound and sees 
its severity.

Buffy:  Don't move!

Faith:  (shocked) I didn't... I didn't know. I didn't know.

Buffy:  (to Faith behind her) We need to call 911, NOW!

Faith is paralyzed with fear. Allan shakes even harder as the blood loss 
increases. He looks up at Buffy.

Buffy:  (to Allan) Don't move, i-it's okay...

She tries to apply pressure to the wound, but the blood just keeps 
coming.

Buffy:  (to Faith) I-I need, I need something to stop the...

Allan begins to convulse. His eyes go wide with the fear of death as 
blood begins to trickle from the corner of his mouth. He tries to say 
something, but can't get the words out. Buffy can only watch in despair, 
unable to help. Allan looks down at his chest one last time, then 
reaches up to Buffy, but his arm never makes it. It falls to his side, 
and his body relaxes against the dumpster, finally dead. His eyes remain 
wide open, staring up into nothing. Buffy stares back at him in open-
mouthed horror.

                    ~~~~~~~~~~ Part 4 ~~~~~~~~~~

The alley. Allan lies dead against the dumpster. Faith begins to panic.

Faith:  We gotta go!

She grabs Buffy and pulls her up.

Faith:  Come on, we gotta go!

They run from the scene. The camera cuts to Allan's face, still blankly 
staring into space, and pans down to his blood-soaked shirt and jacket.

Cut to the Slayers running down an alley. Buffy stops to look back. 
Faith grabs her arm to get her to follow.

Faith:  Come on.

She climbs up on some crates and jumps over a wall. Buffy decides to 
continue down the alley to a fence, and climbs over it instead.

Cut into another alley. Buffy waits for a car to pass on the street and 
walks into the alley. There she is surprised by Angel coming out of the 
shadows.

Buffy:  Angel!

Angel:  Buffy, I've been looking for you.

He notices that she's stressed out, then sees the blood on her hands. He 
takes one and holds it up to see. Buffy jerks it back.

Angel:  Your hand.

Buffy:  It's okay.

Angel:  I've just been to the warehouse. I was waiting for you. They got 
Giles.

Buffy's face instantly washes over with worry.

Cut to Allan's body. Faith slowly steps up to it. In the distance a 
police siren can be heard getting closer, then further away. Faith 
kneels down beside Allan and reaches out for the wound. She touches it 
and immediately yanks her hand back. She looks at him, her expression 
full of guilt and horror at making the worst mistake she possibly could: 
killing a human.

Cut to the packing warehouse. Wesley and Giles are being held before 
Balthazar, but he's ignoring them for the moment as he insistently 
instructs the vampire with the ladle.

Balthazar:  The front! The front! Moisten the front!

He groans as a ladle full of water is poured across his chest. Wesley 
and Giles watch in disgust.

Wesley:  (very nervous) Oh, God! (looks around desperately) Oh, God!

Giles:  (calmly) It doesn't seem too promising, does it?

Wesley:  (trying not to panic) Stay calm, Mr. Giles. We have to stay 
calm.

Giles:  (brimming over with sarcasm) Well, thank God you're here. I was 
planning to panic.

Wesley:  (looks at Balthazar) What *is* that thing?

Giles:  That would be your demon. You know, the dead one?

Wesley:  There's no need to get snippy.

Balthazar finally turns his attention to the Watchers.

Balthazar:  Bring them closer.

Two of the Eliminati grab them and shove them closer.

Balthazar:  You know what I want.

Giles:  If it's for me to scrub those hard-to-reach areas, I'd like to 
request you kill me now.

He is hit hard in the back for his insolence.

Giles:  Ow.

Wesley:  (beginning to panic) Are you out of your mind? This is hardly 
the time for games!

Giles:  Why not? They're going to torture us to death anyway.

Balthazar:  (snickers happily) You're not wrong about that. (wheezes)

Wesley:  Now, hold on. We-we-we can deal with this rationally. We have 
something you want. You have something we want.

Balthazar:  Hmm... A trade. Intriguing. (considers) No. Wait. Boring. 
Pull off his kneecaps!

Two of the vampires grab him.

Wesley:  (horrified) NOOO! No, no, no! (they let go, he caves) The 
Slayer g-gave it to someone. A tall man, a friend... a friend of hers. I 
can tell you everything.

Giles:  (under his breath) Quiet, you twerp! They'll kill us both.

Wesley:  (panicked) But I'd like to have my kneecaps.

Balthazar:  You will tell us everything!

Wesley:  Yes! Sir.

Balthazar:  What is this friend's name?

Wesley:  (at a loss) I didn't actually catch it.

Giles:  (tries to fake him out) Look, um, tell you what, let Captain 
Courageous here go, and I'll tell you what you need to know. How's that 
deal?

Balthazar:  THERE IS ONE DEAL! YOU WILL DIE QUICKLY, OR YOU WILL DIE 
SLOWLY! THE MAN WHO HAS MY AMULET! WHAT IS HIS NAAAME?!

Angel:  His name is Angel.

He walks into their midst sporting his game face, and immediately grabs 
the two Eliminati holding Giles and Wesley, pulling them away and 
slamming one of them into a wall, the other into some metal shelves. 
Another one moves to take their place holding the Watchers, but Giles 
headbutts him, and he falls.

Buffy jumps in now, too, coming from the other direction, backhand 
punches one vampire and punches another in the face. The first one 
raises his sword and tries to attack, but she blocks him and grabs his 
arm. She brings it down and knees him in the gut, making him drop his 
sword. Giles sees Buffy catch it, and turns his tied hands toward her. 
She swings the sword in a high arc and brings it down on the ropes 
binding his wrists, slicing them cleanly. The pieces fall to the floor 
as Giles grabs Wesley and pushes him out of harm's way.

Buffy swings the sword back at the Eliminatus, but he catches her hand 
and swings the sword down against the edge of Balthazar's pool, forcing 
her to drop it. He does a backhand swing at Buffy's face, making her 
trip forward, but she returns with a back kick at him, and then shoulder 
rolls onto a large crate to avoid being sliced by another one's sword.

Balthazar:  (flailing his arms in a tantrum) Un... (sputters) 
Unacceptable!

Angel ducks a swing from an Eliminatus and then does a right hook to his 
face and punches him hard in the gut. He turns around and backhand 
punches the one behind him, blocks a return swing and punches him again.

Balthazar:  (very displeased) UNACCEPTABLE!

Out of the way of the fight, Giles unties Wesley's hands. Behind him a 
vampire roars, and he looks back in time to see and duck his sword. It 
hits on a shelf, and Giles grabs the blade and back elbows the vamp in 
the face, taking the sword from him. He swings it around and jams the 
hilt of the sword into his face as well, then spins around in time to 
take on another one.

The Eliminatus swings his sword at Giles, who parries it with his own. 
The vampire swings again, and again Giles blocks it. The demon spins 
around and swings down from above, but again Giles has his sword up in 
time to block. He swings his arms around and down, forcing the 
Eliminatus' sword to the floor and making him bend down with it, and 
then knees him in the face. The vampire jerks backward and falls to the 
floor, dropping his sword.

In the meantime, the one whose sword was taken away by Giles grabs 
Wesley from behind, pinning his arms behind his back.

Wesley:  Giles!

Giles raises his sword and starts to swing it.

Giles:  DOWN!

Wesley bends over fast, and the blade catches the vampire on the neck 
and slices through. The beheaded Eliminatus bursts into ashes. Wesley 
stands back up, shocked at what just happened.

Buffy gets to her feet on a raised area of the floor. An Eliminatus 
comes at her with a sword, but she grabs his arm and pulls him past her 
over a crate and into a barrel. Another one swings at her, and she 
middle blocks him, punches him in the gut, ducks another swing and then 
backhand punches him in the face. He falls to the floor. Buffy picks him 
up and sends him spinning into a huge pile of rope. As he tries to come 
at her again, she does a full spinning wheel kick to his face. He 
quickly regains his balance and tries to punch her, but she redirects 
his fist and holds onto it while she elbows him in the face. She swings 
him around and throws him into a bunch of stacked oil barrels.

Angel delivers a side kick to his attacker. Another one tries to front 
kick him, but he grabs his leg and throws him into a back layout.

Another one comes for Buffy. She just grabs him by the arms and throws 
him from the raised floor to below. She blocks a roundhouse kick from 
another and nearly gets punched in the face. She punches him in the gut, 
and he doubles over, backing away a bit. This gives her room to fly into 
a double spinning out-to-in jumping crescent kick. The vampire flies 
upward spinning fast and lands hard on a crate, then rolls off onto the 
floor below.

An Eliminatus gets Angel in the face with a jumping out-to-in crescent 
kick, but he's not fazed. Angel blocks a high punch from him, punches 
him in the gut, grabs onto him and throws him through the air and into a 
wall.

Balthazar has had enough and holds out his arms. The air between him and 
Angel becomes disturbed, and Angel finds himself being sucked back 
toward him. He lands on his back on the edge of the pool. Balthazar 
seizes his head in both hands. Angel struggles to get away, but the grip 
is extremely tight. Buffy sees what's happening and looks for a way to 
help. She spies an electrical cable hanging down from a lamp directly 
above Balthazar. She grabs it and yanks hard, and the lamp falls from 
the roof with sparks flying right into the pool. Balthazar immediately 
lets go of Angel and writhes in agony as he is electrocuted. Giles and 
Wesley stare in amazement. Soon Balthazar seems dead and the circuit 
breakers shut off the power. Buffy rushes over to help Angel. He's 
shaken but fine. She looks at Balthazar and is startled when his eyes 
whip open and he takes a sudden breath.

Balthazar:  (weak and wheezing) Slayer! You think you've won. (chuckles 
and wheezes) When he rises... you'll wish I'd killed you all.

He lets out his last breath and dies. Buffy looks at Angel, wondering 
what he meant.

Cut to a room at City Hall. Mayor Wilkins is kneeling in an inverted 
pentagram with his hands out to his sides. Five candles are burning at 
each point. He recites a spell.

Mayor Wilkins:  Potestatem matris nostrae in tenebris invoco. Maledictum 
filium tuum abomni periculo custodias nunc et in saecula!

Translation:  Our mother of darkness, I summon thee. Curse now your 
dangerous accursed son and protect him into the new age!

The building begins to shake. The Mayor remains still with his eyes 
closed and moves with the quake. Mr. Trick looks around nervously, as 
does Vincent who is locked in a cage. Soon it's over, and the Mayor 
opens his eyes and checks his watch.

Mayor Wilkins:  I don't understand why Allan would miss this. He's 
usually so punctual. (stands up)

Trick:  (wide-eyed) Did it work?

Mayor Wilkins:  Let's find out. Open the gate.

Trick:  You sure?

Mayor Wilkins:  Oh! Hold on.

He trots over to Trick, takes Vincent's sword from him, sets it tip-down 
on the floor and lets it fall through the cage bars into Vincent's 
hands. The Mayor takes several steps back.

Mayor Wilkins:  Okay. Now we're ready.

Trick steps around to the front of the cage, unlocks the padlock and 
removes the chains. The Mayor watches and waits calmly. Trick pulls open 
the door, and Vincent rushes out, heading straight for the Mayor. He 
raises his sword high and brings it down hard on the Mayor's head, 
slicing it in two. Amazingly, he does not bleed. The flesh inside just 
shimmers as Vincent pulls back his sword. The two halves of the Mayor's 
head pull toward each other and seal themselves together. He stands 
before Vincent as though he was completely untouched. Vincent can't 
believe his eyes and backs away. Mr. Trick waits behind him and stakes 
him through the back. He explodes into ashes.

Mayor Wilkins:  Well!

He reaches into his jacket, pulls out his daily planner and opens it to 
today's list. Some of the things included are:

Greet Scouts
Lumber Union Reschedule
Call Temp Agency
Become Invincible
Meeting With PTA
Haircut

He puts a check mark next to "Become Invincible" and puts the planner 
away. Trick comes up to him.

Mayor Wilkins:  This officially commences the Hundred Days. Nothing can 
harm me until the Ascension. (smiles wide and laughs) Gosh, I'm feeling 
chipper! (keeps laughing) Who's for a root beer?!

He turns around and leaves the room. Trick can't help but smile and 
follow him.

Cut to Faith's hotel. Cut to her bathroom. She is scrubbing at her shirt 
in the sink when she hears a knock on the door and looks up.

Buffy:  Faith, it's me.

Faith leaves the shirt in the sink and goes to answer it. Buffy breaks a 
long moment of silence.

Buffy:  Hey.

Faith:  Hey.

She walks back to the bathroom and continues scrubbing the shirt. Buffy 
comes in, closes the door and follows Faith to the bathroom.

Buffy:  So, I, uh... (sees Faith scrubbing) How are ya doin'?

Faith:  (still scrubbing) I'm alright. You know me.

Buffy:  Faith, we need to talk about what we're gonna do.

Faith:  (looks at Buffy) There's nothing to talk about. I was doing my 
job.

Buffy:  Being a Slayer is not the same as being a killer.

Faith has nothing to say. She's finished scrubbing.

Buffy:  Faith, please don't shut me out here. Look, sooner or later, 
we're both gonna have to deal.

Faith:  (looks the shirt over) Wrong.

Buffy:  We can help each other.

Faith:  I don't need it.

She pulls the plug from the sink, walks into the room and pulls open a 
drawer on which to hang the shirt to dry.

Buffy:  Yeah? Who's wrong now? Faith, you can shut off all the emotions 
that you want. But eventually, they're gonna find a body.

Faith:  (faces Buffy) Okay, this is the last time we're gonna have this 
conversation, and we're not even having it now, you understand me? There 
*is* no body. I took it, weighted it, and dumped it. The body doesn't 
exist. (turns away)

Buffy:  (shocked) Getting rid of the evidence doesn't make the problem 
go away.

Faith:  (faces Buffy) It does for me.

Buffy:  (very concerned) Faith, you don't get it. You *killed* a man.

Faith:  No, *you* don't get it. (smiles daringly) I don't care!

She turns away again to tend to her things. Buffy is speechless with 
disbelief.

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