Season 2 | Episode 26 | “Innocence”

Buffy World is an unofficial Buffy the Vampire Slayer fansite. (I mean, we feel pretty official, but you know… LAWYERS!)

BUFFY THE VAMPIRE SLAYER characters and related dramatic works are property of Twentieth Century Fox Film Corporation. This transcript is intended to be used for criticism, comment, and research purposes. The transcript may depict certain copyrighted work that was not specifically authorized to be used by the copyrighted holder, but which we believe in good faith are protected by federal law and the fair use doctrine for one or more of the reasons noted above. So, go on… do some work and make the world a more interesting place! (non-commercially of course!)

Episode Summary

Buffy awakens to find Angel gone. Angel is in the street, still calling her name. A woman stops to see if he’s in trouble, and he slays her. He’s Angelus again.

Meanwhile, the gang at school, who pulled an all-nighter trying to track down The Judge’s parts, are worried about Buffy. She shows up and tells them what they just figured out — The Judge is already assembled.

Angel returns to the factory, and The Judge can’t kill him, which confirms that he’s pure evil once again. Xander and Cordelia’s secret smooching is witnessed by Willow, who’s completely crushed.

Buffy finally finds Angel in his apartment, but he’s distant, snotty and generally obnoxious. She is devastated.

Jenny’s uncle says that if Angel experiences one moment of true happiness, his soul will be taken and Angelus will return. This freaks out Jenny, who realizes that many people will die.

As Willow and Xander try to make up, Angel appears at school and asks Willow to approach him. Jenny shows up with a cross and Angel grabs Willow, trying to bite her.

Buffy enters and he kisses her, then shoves her and leaves. Giles says some event must have triggered this transformation, but Buffy won’t say, leaving Willow to figure out that they must have made love.

Buffy goes home and sobs. She dreams of her special night with Angel, then of a funeral where Jenny is in black.

She busts into Jenny’s class, demanding to know what she knows. Jenny admits she’s a watcher sent to keep Angel from happiness, so he’d pay for what he did. Buffy tells her to restore his curse to make him human again.

Xander decides that even though no forged weapon could kill The Judge, that was way before today’s technology, so he sneaks in an army base (using what he learned when he became a soldier on Halloween).

Buffy, Giles and Jenny discover her uncle’s body– Angel killed him. The Judge, who was weak from all those years of not killing, is finally ready to take over the world.

The gang wonders where he’ll find the crowds he wants, since the Bronze is closed, and Oz suggests the movies at the mall. The Judge is there, preparing to vaporize everyone.

Wielding the biggest, baddest gun imaginable, Buffy shoots The Judge. He’s toast — well, at least dismembered again — and the crowd is saved. But Angel still wants to kill Buffy.

She doesn’t have the heart to slay him, but gives him a wicked kick in the groin, which knocks him to the floor.

Giles warns Buffy that Angel is sure to keep pursuing her in his new evil incarnation, but he doesn’t scold her for what happened.

She and her mom have a belated birthday celebration, but Buffy doesn’t even want to make a wish on her candle, and just forlonly puts her head on her mom’s shoulder and watches a romantic old movie.

Shooting Scripts

Teaser

INT. FACTORY – NIGHT
SPIKE wheels into frame impatiently. Behind him, THE JUDGE sits calmly on the floor, his back to us.
Spike turns to DRU, speaks low.

SPIKE

I’m not happy, pet. Angel and
the Slayer are still alive, they
know where we are, they know
about the Judge… we should
be vacating.
DRUSILLA
Nonsense. They’ll not disturb
us here. My Angel is too smart
to face the Judge again.
SPIKE
(glancing over)
What’s Big Blue up to, anyway?
He just sits there.

Even across the room, the Judge can hear Spike perfectly. Without looking back he replies:

THE JUDGE
I am preparing.
SPIKE
(wheels around to him)
Yeah, it’s interesting to me that
preparing looks a great bit like
sitting on your arse. When do
we destroy the world already?
THE JUDGE

My strength grows. And every life
I take will increase it further.

SPIKE

So let’s take some! I’m bored!
THE JUDGE
I fought an army. They hacked
me to pieces. For six hundred
years my living head lay in a box
buried in the ground.
(turns to Spike)
I’ve learned to be patient.
SPIKE

Yeah, well, we’re gonna need more

than patience if Angel and the Slayer are-
Dru cries out – a sharp pain hitting her. She trembles, stumbles back.

SPIKE
Dru?
DRUSILLA
Angel…
She cries out in orgasmic pain, dropping to the ground.
SPIKE
Dru! What is it? DRU!

She is breathing hard and fast, like an injured bird. Spike wheels up to her.

SPIKE

Darling, do you see something?

CLOSE UP: DRUSILLA
As the pain on her face washes away, replaced first by wonder, and then finally a smile.
INT. ANGEL’S APARTMENT – NIGHT
CLOSE ON: BUFFY
as she slowly wakes up. A moment to remember where she is and what has happened, then she
turns to look at Angel.
He’s gone.
She peers into the darkness of the room, pulling the blanket up as she sits. Finally calling out shyly:

BUFFY
Angel?

There is no answer. She sits, a bit thrown. There is a flash of lightning and the following thunder
takes us to:
EXT. ALLEY – NIGHT
Where the rain is still coming down. The camera finds ANGEL on his knees, in terrible pain. Lighting
flashes again.

ANGEL
Buffy… Oh, no…

A terrible certainty crosses his face.
ANGLE: A WOMAN
of ill, if not actively professional, repute. She comes down the alley tentatively, a cigarette in her
hand.

WOMAN
Hey. Are you okay?
He is bent down, facing away from her. He slowly rises.
WOMAN
You want me to call 911?
ANGEL
No… the pain…is gone.
WOMAN
You’re sure?

She takes a big drag on her cigarette, looking curiously at his back.
He spins, vampire face on, and buries his fangs deep in her throat. Sucks hungrily for a few
moments, the woman paralyzed and dying.
ANGLE: HER CIGARETTE
Falls in slow motion to the ground.
Angel lets her fall. Smiles and blows out the smoke she had inhaled.

ANGEL
I feel just fine.

BLACK OUT.

END OF TEASER
Act One

INT. BUFFY’S HOUSE – MORNING
Buffy enters through the kitchen, tentatively. Her clothes are no longer wet but she is decidedly
rumpled.
She listens for a moment for encroaching Mother. Coast is clear.
She moves through the dining room and starts up the stairs. She’s halfway up when JOYCE enters
from the living room. Before seeing Buffy she calls out –
JOYCE
Good morning.
Buffy instantly turns around and starts coming back down.
BUFFY
Good morning…

She stops at the base of the stairs, waiting to see if Joyce knows she was out.

JOYCE

Did you have fun last night?

BUFFY
Fun?
JOYCE
At Willow’s.
BUFFY

Oh. Right. Always fun at Willow’s.
She’s a fun machine.
JOYCE
You hungry?
BUFFY
Not really. I ate a little.
I’m just gonna take a shower.

JOYCE

Well, hurry up and I’ll run you to school

BUFFY
Thanks.

Buffy absently picks a bit of fluff off Joyce’s shoulder. Joyce looks at her a moment.

JOYCE
Is something wrong?
BUFFY

No. What would be wrong?

JOYCE

I don’t know. You just look…

She shrugs it off, heads into the kitchen. Buffy watches her go, then slowly heads upstairs.
INT. LIBRARY – MORNING
XANDER enters the library in a bit of a huff. Everyone else (WILLOW, CORDELIA, GILES and JENNY)
are there. They turn to him, uniformly worried.
XANDER

Well, the bus station was a total
washout and may I say what a
fine place to spend the night?
What a vibrant cross section
of Americana.
GILES

You saw no vampires transporting boxes?

XANDER

No, but a 400 pound wino offered to wash my hair…

(seeing their expressions)
What’s up? Where’s Buffy?
WILLOW
She never checked in.
JENNY
Neither did Angel.
GILES

And if the bus station was as
empty as the docks and the airport…

XANDER

You think this Judge guy might
already be assembled?

Giles nods.

XANDER

Then Buffy could… We gotta find
them! We gotta go to that place,
that factory. That’s where they’re
holed up, right? Let’s go!
CORDELIA

And do what? Besides be afraid and die.

XANDER

Nobody’s asking you to go, Cordy.
If the vampires need grooming tips,
we’ll give you a call.

Cordelia glares at him, stung.

GILES

Cordelia has a point. If Buffy and
Angel were… harmed, we don’t
stand to fare much better.
XANDER

Yeah, well those of us who were
born with feelings are gonna
do something about this.
JENNY
Xander…

Willow jumps up and joins Xander.

WILLOW
No, Xander’s right. My God!
You people are all… Well…
I’m upset and I can’t think of
a mean word right now but that’s
what you are and we’re going to the factory!

They start out – and run into Buffy herself.

WILLOW
Buffy!
XANDER

We were just going to rescue you.

WILLOW
Well, some of us were…
GILES
(defensively)
I would have…
JENNY
Where’s Angel?
BUFFY

He didn’t check in with you guys?

GILES
No…
CORDEILA
What happened?
GILES
Is the Judge…?
BUFFY
(nodding)

No assembly required. He’s active.

GILES
Damnit.
BUFFY

He nearly killed us. Angel got us out.

GILES

Why didn’t you call? We thought…

BUFFY

Well, uh, we had to hide… stuck in
the sewer tunnels… and with the
hiding… we split up and nobody’s
heard from him?
WILLOW
No…
JENNY

He didn’t say where he was going?

BUFFY

No, we just… we just split up.

WILLOW
I’m sure he’ll come by.
BUFFY
(not convinced)
You’re right. I’m sure.
GILES

Buffy, the Judge. We have to stop him.

BUFFY
I know.
GILES
What can you tell us?
BUFFY

Not much. I just touched him –
kicked him – and it was like a
sudden fever. If he’d gotten his hands on me –

GILES

In time he won’t have to. The stronger
he gets… he’ll be able to burn us all with a look.

BUFFY

Also not the prettiest man in town.

GILES

I’ll just have to keep researching,
look for a weakness. You all should
get to your classes.

The kids start out.

JENNY

I better go too. I’ll go on the net and
search for anything on the Judge.

GILES
Thank you.
XANDER

We’ll stop in after classes, help you research.

CORDELIA
(to Xander)

Yeah, you might find something useful –
if it’s in an I-Can-Read book.

She strides out. He follows, all a-huff. Willow and Buffy bring up the rear, coming out into:

INT. SCHOOL HALL – CONTINUOUS – DAY
Buffy’s pensive. Willow looks at her, asks:

WILLOW

You don’t think Angel would have
gone after the Judge himself, do you?

BUFFY

No… he’d know better than that.
Maybe he needed to… I don’t know.
I just wish he’d contact me. I need to talk to him.

ANGLE: JENNY
Watches the girls walk off, concerned herself.
INT. CLASSROOM – AFTERNOON
ANGLE: A CLOCK
Reads 1:43 pm.
Buffy sits as a TEACHER drones on about history. Buffy looks out the window, looks at her hands, at
the clock. Her mind clearly not on her studies.
TEACHER

So, can somebody tell me some
of the differences between the
Bolsheviks and the Mensheviks?
What really separated them? Anyone?

The teacher looks to Buffy, who stares back for a moment.
Buffy rises and walks out of the class.

TEACHER

Miss Summers, I’m sorry, did you have
somewhere important to be?

Buffy doesn’t hear. She’s gone.
ANGEL: WILLOW AND XANDER
Watch her go, puzzled.
INT. HALL OUTSIDE ANGEL’S APARTMENT – AFTERNOON
Buffy comes down the steps and knocks on Angel’s door. Nothing. She opens it and enters.
INT. ANGEL’S APARTMENT – CONTINUOUS – DAY
She walks tentatively in, looking about her.

BUFFY
Angel?

She’s alone.
INT. FACTORY – AFTERNOON
Spike is addressing a couple of his henchmen.
SPIKE

Soon as it gets dark, I want you
patrolling the street. Plus two

Men on the door and down in
the tunnels at all times, is that
clear? I don’t want any more surprises.

They nod, because they are extras. Then they leave and Spike wheels to Dru, who lies face up on the
table.

SPIKE

Are we feeling better, then?
DRUSILLA
I’m naming all the stars.
SPIKE

Can’t see the stars, love. That’s
the ceiling. Also, it’s day.

She giggles, never taking her eyes off the ceiling.
DRUSILLA

I can see them. But I’ve named
them all the same name, and
there’s terrible confusion. I fear
there may be a duel.
SPIKE

Recovered, then, have we? Did you
see any further? Do you know
what happens to Angel?
ANGEL

Well, he moves to New York and
tries to fulfill that Broadway dream.
It’s tough sledding, but one day he’s
working in the chorus when the big
star twists her ankle!
He steps forward from the shadows as he speaks, smiling coldly.

SPIKE
Angel.
ANGEL

Still having trouble guarding your
perimeter, brother. Your boys downstairs
are going to wake up sore.

SPIKE

You don’t give up, do you?
ANGEL
(noble tough guy)

As long as there is injustice in this world…
As long as scum like you is walking – or,
well, rolling – the streets, I’ll be around.
Look over your shoulder. I’ll be there.

SPIKE

Yeah, uh, Angel… Look over your shoulder.

Angel does, to see the Judge standing right behind him. Angel’s eyes widen in fear. The Judge
reaches out and puts his hand to Angel’s chest. Angel begins to shake.
Drusilla watches wide-eyed, as Spike just grins contentedly.

SPIKE
Hurts, doesn’t it?
ANGEL

Well, you know, it kind of itches a little.

The Judge looks at him in consternation.

SPIKE

Don’t just stand there, burn him!

The Judge looks at his hand.

ANGEL
Gee, maybe he’s broken.
SPIKE
What the hell is going on?
DRUSILLA
(gets it)
Oh my…
THE JUDGE

I cannot burn this one. He is clean.

SPIKE
Clean? You mean he’s –
THE JUDGE
There is no humanity in him.

ANGEL

Couldn’t have said it better myself.

DRUSILLA
Angel…?
ANGEL
Yeah, baby. I’m back.

BLACK OUT.

END OF ACT ONE
Act Two

INT. FACTORY – MOMENTS LATER – DAY
This news is still sinking in. Spike and Dru stare at Angel, circling him.

SPIKE
It’s really true?
ANGEL
It’s really true.
DRUSILLA
You’ve come home.
SPIKE

No more of this “I’ve got a soul” crap?

ANGEL

What can I say? I was going through a phase

SPIKE

This is great! This is so great.
DRUSILLA

Everything in my head is singing.
We’re family again. We’ll feed,
and we’ll play…
SPIKE

I gotta tell you, it made me sick
to my stomach seeing you being
the Slayer’s lapdog –

Angel grabs his throat suddenly, brings his face close to Spike’s. And then kisses his forehead. Lets
him go.

DRUSILLA
How did this happen?
ANGEL

You wouldn’t believe me if I told you.

SPIKE

Who cares! What matters is he’s back.
Now it’s four against one, which are
the kind of odds I like to play.
DRUSILLA

We’re going to destroy the world.
Do you want to come?
ANGEL

Yeah, destroying the world… great.
I’m really more interested in the Slayer.

SPIKE

Well, she’s in the world, so it should work out.

ANGEL
Give me tonight.
SPIKE
What do you mean?
ANGEL

Lay low for a night. Let me work on her.
I guarantee by the time you go public,
she won’t be anything resembling a threat.

SPIKE

You’ve really got a yen to hurt this girl, haven’t you?

ANGEL

She made me feel like a human being.
That’s not the kind of thing you just forgive.

SPIKE

What do you say, Dru? Do we let him play?

DRUSILLA

Yes… there’s going to be a river of blood.

ANGEL
Be just like old times.

He runs his hand along Dru’s arm.

Spike’s smile slightly drains.
INT. LIBRARY – EVENING
Cordelia walks through the library, a book in hand. As she exits frame we see that Giles is in his
office, reading. Willow is at the counter, on the phone. Xander, next to her, is both reading and
listening.

WILLOW

Okay… No, no he didn’t… but I’m sure
he’ll… Buffy, he probably has some plan
and he’s trying to protect you… well, I
don’t know what, I’m not in on the plan,
it’s his plan… No. NO. Don’t even say that.

Angel is not dead.
XANDER
Say hi for me.

Willow shoots him a look.

WILLOW
(into phone)

Okay… Yeah, we’ll be here. Of course. Bye.

She hangs up. Looks at Xander.

WILLOW
Say hi for me?
XANDER
What’s the word?
WILLOW

She checked every place she
could think of. She even beat
up Willy the snitch a couple
of times. Angel’s vanished.

GILES

He does do that on occasion, no?

WILLOW

Yeah, but she’s extra wigged this
time – I guess ’cause of her dreams.
God, what if something did happen to him?

GILES

Is she going to join us here?
WILLOW

Yeah, she’s just stopping at home first.

Willow goes back to her own book. Xander closes his –
XANDER
Nada.

— and heads for the stacks.
ANGLE: BEHIND THE SHELVES
is Cordelia, who is also going through an old text. Xander rifles through some shelves, then making
sure the others below can’t see or hear him, he approaches Cordy.

XANDER
Anything?
CORDELIA

This book mentions the Judge, but…
nothing useful… big scary, no weapon
forged can stop him… took an army to
take him down blah blah blah.

XANDER

We need some insight. A weak spot.

CORDELIA

Well, we’re not gonna find it here.

She tosses the book on an already prodigious pile. As she starts looking for a new one, Xander
manages:

XANDER

I’m sorry I snapped at you before.

CORDELIA

Oh yeah, I’m reeling from that new experience.

XANDER

I was crazed. I wasn’t thinking.

CORDELIA
You were too busy rushing off
to die for your beloved Buffy.
(pouting)
You’d never die for me.
XANDER
(with playful intimacy)

I might die from you, does that get me any points?

CORDELIA
No.
XANDER

Come one, let’s kiss and make up.

CORDELIA
I don’t wanna make up.
He starts to move away – she puts a hand on his shirt.
CORDELIA

But I’m okay with the other part.

They haben der big smootchen. Xander moves his mouth near her ear and whispers:

XANDER

Isn’t it better when we’re friends?

He moves back to look at her – and Willow is revealed between them, standing some 10 feet away.
Eyes and mouth wide open, pain on her face like a blush.
They see her, Xander stepping back in guilty shock.
XANDER

Willow! We were just-
But she’s out of there.

ANGLE: GILES
As Willow blows past, he says:

GILES

Oh, Willow, did you find the index to-
And she’s out the door. Xander passes:

GILES

Any luck with-
And he’s out the door as well.

GILES

Well. Yes. Interesting children.

He turns back to his volumes, not even trying to guess.
INT. SCHOOL HALL – CONTINUOUS – NIGHT
Willow is almost out of it as Xander stops her with:
XANDER
Willow, come on!
WILLOW

I knew it! I knew it! Well, not “knew it”
in the sense of having the slightest idea,
but I knew there was something I didn’t
know. You two were fighting way too
much. It’s not natural.
XANDER
I know, it’s weird…
WILLOW

Weird? It’s against all the laws of
God and man! That’s Cordelia!
Remember? The “we hate Cordelia
Club,” of which you are the treasurer?

XANDER
I was gonna tell you…
WILLOW

Gee, what stopped you? Could it be shame?

XANDER

All right! Let’s overreact, shall we?
We were kissing. It doesn’t mean that much.

WILLOW
(softly)

No. It just means you’d rather be with
someone you hate… then be with me.

She goes. Xander moves to stop her, thinks better of it.
EXT. IN FRONT OF BUFFY’S HOUSE – NIGHT
Buffy walks along the street. She reaches her house, then turns and leaves.
INT. ANGEL’S APARTMENT – NIGHT
Buffy enters, goes to the bed. Angel steps up behind her.

BUFFY
Angel!
ANGEL
Hey.

She goes up to him, embraces him.

BUFFY

Oh, God, I was so worried…

ANGEL

Didn’t mean to frighten you…

BUFFY
Where did you go?
ANGEL
Been around.
BUFFY

I was freaking out. You just disappeared…

He breaks away, gets his shirt off the bed.

ANGEL
What, I took off.
BUFFY
Well, you didn’t even say
anything. You just left.
ANGEL

Yeah, like I really wanted to
stick around after that.
BUFFY
(totally thrown)
After… What do you…
ANGEL

You got a lot to learn about men, kiddo.
Although I guess you proved that last night.

BUFFY
What are you saying?
ANGEL

Let’s not make an issue out of it.
In fact let’s not talk about it at all.

It happened.
BUFFY

I don’t’ understand. Was I…
was it… not good?

She can barely get this question out – so it’s like a kidney- punch that he starts to laugh.

ANGEL
No, you were great! Really.
I thought you were a pro.
BUFFY

God, Angel, how can you say
those things to me?

ANGEL

Lighten up. It was a good time.
Doesn’t mean we have to make a big deal.

BUFFY
It is a big deal!
ANGEL

It’s what? Fireworks. Bells ringing.
A dulcet choir of pretty little birdies.
Come on, Buffy, it’s not like I’ve never
been there before.
He puts a friendly hand on her shoulder. She jerks away.
BUFFY
Get away from me.
ANGEL

I should have known you wouldn’t
be able to handle it.
He starts to leave. She turns, a world of hurt in her eyes.
BUFFY
(a last plea)
Angel… I love you.

The son of a bitch actually winks at her.

ANGEL
Love ya too.
(turns to go)
I’ll call ya.

He walks out the door.
Buffy is unable to move.
INT. GYPSY’S ROOM – NIGHT
It’s shabby, but comfortingly homey little room. An armchair and small coffee table sit by the bed.
The GYPSY MAN is in the armchair. Jenny sits facing him.
GYPSY MAN
Do you know what it is,
this thing vengeance?
JENNY
Uncle, I have served you.
I’ve been faithful and I need to know –

GYPSY MAN

To the modern man, vengeance is
an idea, a word. Payback, one thing
for another, like commerce. Not for
us. Vengeance is a living thing.
It moves through the generations.
It commands. It kills.
JENNY
Something has happened.
Something has changed.
GYPSY MAN
Everything has changed.

JENNY

You told me to watch Angel.
You told me to keep him from
the Slayer. I tried. But there are
other factors, there are terrible
things happening here that we
cannot control.
GYPSY MAN

We control nothing. We are not wizards,
Janna. We merely play our part.

JENNY

Angel could be of help to us – he may
be the only chance we’ve got to stop the Judge.

GYPSY MAN
It is too late for that.
JENNY
Why?
GYPSY MAN

The curse… Angel was meant to suffer.
Not to live as a human. One moment of
true happiness, of contentment… one
moment where his soul that we restored
does not plague his thoughts – and that
soul is taken from him.
JENNY

Then if he somehow has… if it’s happened,

then Angelus is back.
GYPSY MAN

I hoped to stop it. But I see now that
it was arranged to be so.
JENNY
Buffy loves him.
GYPSY MAN

And now she will have to kill him.

She rises, in a fury.

JENNY

Unless he kills her first! Uncle,
this is insanity. People are going to die.

GYPSY MAN
Yes. This is not justice that
we serve. It is vengeance.
JENNY

You’re a fool. We’re all fools.

She exits.
INT. SCHOOL LOUNGE – NIGHT
Xander is coming out of the bathroom (which is right off the lounge, in case you didn’t know) and
sees Willow heading toward the library.

XANDER
Will!

WILLOW
(sullenly)
Hey.
XANDER
Where did you go?
WILLOW
Home. Or, partway home.
Then I came back. Now I’m here.

XANDER
I’m glad you came back. We
can’t do this without you.
WILLOW

Let’s get this straight. I don’t
understand it. I don’t want to
understand it. You have gross
emotional problems and things
are not okay between us. But
what’s happening right now is
more important than that.
XANDER
Willow, I just –
WILLOW
No.
XANDER
Okay.
WILLOW
What about the Judge?
Where do we stand?
XANDER

On a pile of really boring books
that all say exactly the same thing.

WILLOW

Let me guess. “No weapon forged…”

XANDER
“It took an army…”
WILLOW

Yeah, where’s an army when you need one?

Xander stops. Thinks.

WILLOW
What?
XANDER

Wow. Wow. I think I’m having a thought.
I am. I’m having a thought. And now I’m

having a plan.

The lights all go out.

XANDER

And now I’m having a wiggins.

WILLOW
What’s going on?
XANDER
Let’s get back to the library.

ANGLE: FROM THE END OF THE HALL
As they turn to go, someone steps into frame behind them. Angel.

ANGEL
Willow? Xander?
They turn – but in the dark, they can’t see his face.
XANDER
Angel!
WILLOW
Thank god you’re okay!
Have you seen Buffy?
ANGEL

Yeah. What’s up with the lights?

XANDER
I don’t know. Listen, I think
I might have an idea –
ANGEL
That doesn’t matter now.
I’ve got something to show you.

WILLOW
Show us?
XANDER

Come here. And Xander, get the others.

XANDER
Okay…

He takes off down the hall a little perplexed. Willow starts toward Angel. She’s a bit hesitant –
probably doesn’t even know why.

WILLOW
What is it, Angel?
ANGEL
It’s amazing.

INT. HALL – CONTINUOUS – NIGHT
Xander is heading down, stops, turns, uncertain.
INT. SCHOOL LOUNGE – CONTINUOUS – NIGHT
Willow comes closer to Angel – and now someone ELSE steps into frame behind her.

JENNY

Willow, get away from him.

Willow turns, confused.

WILLOW
What?

JENNY
Walk to me.

She holds up a cross.

WILLOW

Ms. Calendar, what are you doing?

It’s Angel.

As she says this, Angel comes out of the shadows toward her. VAMP FACE on. Grin on as well.
Xander bursts through the double doors, stops when he sees Angel GRAB Willow.

XANDER
Don’t you do that…
ANGEL
Oh, I think I do that.
WILLOW
(terrified)
Angel…
JENNY

He’s not Angel anymore. Are you?

ANGEL

Wrong. I am Angel. Angelus. At last.

XANDER
(gets it)
Oh my God…
ANGEL

I’ve got a message for Buffy.

BUFFY

Then give it to me yourself.

She comes out of the darkness, down the hall he came down. He spins to see her. She is trying to be
strong, but she is shaking.

ANGEL

Well, it’s not really the kind
of message you tell. It sort of
involves finding the bodies of
all your friends.
BUFFY
This can’t be you…
ANGEL

We already covered that subject.

As they talk, Xander, who is now behind Angel, takes the cross from Jenny and starts moving slowly
toward Angel.

BUFFY

Angel… there must be some part
of you inside that remembers who you are.

ANGEL

Dream on, schoolgirl. Your boyfriend is dead.
You’re all gonna join him.

BUFFY

Just leave Willow alone. Deal with me.

ANGEL

But she’s so cute and helpless.
It’s really a turn on –

Xander reaches around and shoves the cross in Angel’s face. Angel roars, lets go of Willow. He
knocks Xander to the ground – Buffy comes forward – Angel leaps at Buffy, grabs her. She is too
wigged to do much more than stare at him.

ANGEL

Things are about to get very interesting.

He kisses her, hard – she tries to move her head away – then he tosses her to the ground like a rag
doll and takes off, the double door swinging shut behind him.
Buffy is still semi-prone on the ground as the others come up to her.

XANDER
Buffy, are you okay?
WILLOW
Buffy?
She just stares at the doors he exited by. She can’t even speak.

BLACK OUT.

END OF ACT TWO
Act Three

INT. LIBRARY – EVENING
It’s maybe ten minutes later. Everyone is gathered in the library, in various stages of freakingdom.
We do not see Buffy yet.

GILES

And we’re absolutely certain that
Angel has reverted to his former self?

XANDER
We’re certain. Anybody not
feeling certain here?
WILLOW

Giles, it was just – you wouldn’t
have believed him. He was so…
He came here to kill us!
CORDELIA
What are we gonna do?
GILES

I’m leaning toward blind panic, myself.

JENNY

Rupert, don’t talk like that. The kids.

GILES

I’m sorry. It’s just, things are bad
enough with the Judge here. Angel
crossing to the other side… I just
wasn’t prepared to deal with that.

JENNY
None of us was.

And the camera finds Buffy, sitting off to the side by herself. Willow approaches her.

WILLOW
Are you okay?

Buffy shakes her head.

WILLOW
Is there anything I can do?

BUFFY

I should have known. I saw him…
at home and he was… different.
The things he said…
GILES
(coming near)
What things?
BUFFY
It’s private.
JENNY

But you didn’t know he had turned bad.

WILLOW
(to Jenny)
How did you?
JENNY
What?
WILLOW

You knew. You told me to get away from him.

JENNY
Well, I saw his face.
Before Willow has time to consider that answer, Giles interrupts:

GILES

If we only knew how it happened…

BUFFY
What do you mean?
GILES

Well, something set it off. Some event
must have triggered his transformation.

This hits Buffy hard.

GILES

If anyone would know, Buffy, it should be you.

BUFFY
I don’t… I …
GILES

Did anything happen last night that might –

BUFFY

Giles, please. I can’t… not now.

She starts out, distraught. Willow has her eyes locked on Buffy, realization sinking in.

GILES

Buffy, I’m sorry but we can’t
afford to… Buffy!
WILLOW
Giles, shut up.
She says it levelly, eyes still on the departing figure of Buffy.
INT. SCHOOL HALL – CONTINUOUS – NIGHT
Buffy comes out and takes off at a good clip. Completely unable to deal.
INT. LIBRARY – CONTINUOUS – NIGHT
The others all react to Buffy’s departure.

CORDELIA

This is great. There’s an unkillable
demon in town, Angel’s joined his
team and the Slayer is a basket case.
I’d say we’ve hit bottom.
XANDER
I have a plan.
CORDELIA
Oh, no, here’s a lower place.
XANDER

I don’t know what’s up with Angel
but I may have a way to deal
with this Judge guy.
WILLOW
What do we do?
XANDER

I’m gonna need… I think I’m gonna
need Cordelia on this one.

Boy, is that not lost on Willow.

XANDER
And we’ll need wheels.
CORDELIA
Well, my car –
XANDER
It might need to be bigger.
WILLOW
(steely-eyes, to Xander)
No problem. I’ll get Oz. He has a van.
Nor is that lost on Xander. But he’s grown-up enough to ignore it.

XANDER
Good. Okay.
CORDELIA
Care to let me in on the plan
that I’m a part of?

XANDER
No.
CORDELIA
Why not?
XANDER
‘Cause if I tell you what it is,
you won’t do it. Just meet me
at Willow’s in half an hour. And
wear something trashy – er.

GILES

I’m not sure we what we should
do about Buffy.
JENNY

Assuming they don’t attack tonight,
I think we should let her be.
WILLOW
I agree.
GILES

I can’t imagine what she’s going
through right now.
WILLOW
I don’t think any of us can.

INT. FACTORY – NIGHT
Angel is having a very different conversation with Spike and Dru.

ANGEL

You should have seen her face.
It was priceless. I’ll never forget it.

SPIKE

So, you didn’t kill her then?

ANGEL
Of course not.
SPIKE

I know you haven’t been in the game
for a while, mate, but we do still kill
people. It’s sort of our raison d’etre, you know.

DRUSILLA

You don’t want to kill her, do you?
You want to hurt her. Just like you hurt me.

She smiles with such affection when she says it…
ANGEL

Nobody knows me like you do, Dru.

SPIKE

She’d better not get in our way.

ANGEL
Don’t worry about it.
SPIKE
I do.

ANGEL

Spike, my boy, you really don’t get it.
You tried to kill her and you couldn’t.
Look at you. You’re a wreck. She’s
stronger than any Slayer you’ve faced.
Force won’t get it done. You gotta work
from the inside. To kill this girl… you

have to love her.

INT. BUFFY’S BEDROOM – NIGHT
She enters quietly, shuts the door behind her. She stares blankly, trying to hold herself together.
Goes to the dresser.
ANGLE: THE MIRROR
Hanging over it is the cross Angel gave her last year. She looks at it, then at herself in the mirror.
Beginning to tremble, she looks at her hand.
ANGLE: THE CLADDAGH RING
Still on her finger. She pulls it off abruptly, letting it drop to the floor as the last vestige of her resolve
crumbles.
She cries.
Moves blindly to the bed, sitting. Lying, curled up, unable to stop the tears.

FADE TO BLACK.

LIGHTNING FLASHES
INT. ANGEL’S APARTMENT – NIGHT (DREAM SEQUENCE)
As we see EXTREME CLOSE UPS of Buffy and Angel together – her hand on his back, his face in her
neck, her eyes opening.

ANGEL
I love you…

ANGLE: VAMPIRE ANGEL
ROARS at us in close up, then disappears.
EXT. GRAVEYARD – DAY
Buffy stands at Angel’s grave. Behind her and to the right stands a woman in black with a veil. Buffy
looks behind her as the woman lifts the veil – to reveal Jenny, who looks straight ahead, ignoring her.
Buffy turns back and Angel is standing, in broad daylight, by his grave. He says serenely:

ANGEL

You have to know what to see.

Buffy looks behind her again, but Jenny is gone.
INT. BUFFY’S BEDROOM – MORNING
She awakens, still in her clothes. Steely purpose in her eyes.
INT. SCHOOL HALL – DAY
Buffy strides through the mass of students, paying no attention to anything around her.
INT. COMPUTER CLASS – CONTINUOUS – DAY

Jenny is standing before her desk talking in low tones to Giles. A few students sit at computers,
working silently.
Buffy strides in, the grown-ups looking up as Buffy crosses the room to them.
She never breaks stride. It’s one swift motion from walking to taking Jenny by the neck and
slamming her down onto the desk.
Pencils and disks fly everywhere. Kids look up, stand, shocked as Giles –

GILES
Buffy!

— tries to grab at her, Buffy shoving him away without even looking at him.

BUFFY
(to Jenny)
What do you know?

Jenny is wide eyed – Buffy is choking her, a murderer’s calm in her eyes.
Giles stands again, coming forward –

GILES
Buffy, stop it!

Buffy lets Jenny up, who gasps for breath.

STUDENT
Should I get the principal –

GILES

I’ll handle this. You’re all dismissed.

The kids file out. Buffy never takes her eyes off Jenny.
BUFFY

Did you do it? Did you change him?

GILES

For God’s sake, calm down!

BUFFY
(ignores him)

Did you know what was gonna happen?

GILES

Buffy, you can’t just go accusing
everyone around you of –
JENNY
I didn’t know exactly.

Giles stops, stares at Jenny. She cannot even look at the two of them as she continues.

JENNY

I was told… I was sent here to watch
you. When they told me to keep you
and Angel apart, they never told me
what would happen.
GILES
Jenny…
JENNY

I’m sorry, Rupert. Angel was supposed

to pay for what he did to my people.

BUFFY

And me? What was I supposed
to be paying for?
JENNY

I didn’t know what would happen
until after. I swear, I would have told you…

BUFFY
So it was me. I did it.
JENNY

I think so. I mean, if you…

GILES
I don’t understand.
JENNY

The curse. If Angel achieved true
happiness, just a moment of…
he would lose his soul.
GILES

But how do you know that you
were responsible… Oh.
Buffy nods. There is a moment of uncomfortable silence.
JENNY
If I could do anything –
BUFFY

Curse him again. Can’t you do that?

JENNY

Those majicks are long lost,
even to my people.
BUFFY

But you did it once, I mean it
may not be too late to save him…

JENNY

It can’t be done. I can’t help you.

BUFFY

Then take me to someone who can.

INT. GYPSY’S ROOM – NIGHT
He sits in the armchair, his back to us, when he hears the footsteps. He turns his head only slightly.

GYPSY MAN
I knew you would come.
I suppose you want answers.

ANGEL
Not really.
The Gypsy Man stands, spins, terror in his eyes.
ANGEL
But thanks for the offer.

GYPSY MAN
You! Evil one…
ANGEL
Evil one? Oh, man, now
I’ve got hurty feelings.
GYPSY MAN
(backing away)
What do you want?
ANGEL

A whole lot. Got a lot of lost time
to make up for. Say, I guess that’s
kind of your fault, isn’t it?

The Gypsy holds up a cross, which Angel knocks out of his hand, grabbing his neck.

ANGEL

You gypsy types, you go and curse
people, you really don’t care who
gets hurt. Of course, you did give
me an escape clause, so I gotta
thank you for that.
He pushes the old man back so he’s sitting on the bed.
GYPSY MAN

You are an abomination. The day you
stop suffering for your crimes, you are
no longer worthy of a human soul.

ANGEL

Well, that pesky critter’s all gone.
So we can get down to business.

He kneels in front of the old man.

ANGEL

Don’t worry, it won’t hurt a bit…
after the first hour.

Off the Gypsy’s look…
EXT. OUTSIDE AN ARMY BASE – NIGHT
Oz’s Van pulls up by a wall (the back of the armory) with a high window in it. Oz is driving, Willow
beside him.
The back door slides open and Xander and Cordy pile out. She is dressed less sophisticatedly than
usual. He has a tight hawaiian shirt and dockers. Hair very neat, ala Reptile Boy. He moves to Oz’s
window.

XANDER

Wait here. When you hear that window
open, get the ladder out, go up and we’ll
pass you the package. Okay?

OZ
Okay.
WILLOW
Be careful.

Xander and Cordy head around a corner.

EXT. BY THE ARMORY – MOMENTS LATER – NIGHT
They squeeze through the edge of a cyclone fence that runs to the armory, head down the length of
the building.

XANDER
Security here is a joke.
I really should report it.
CORDELIA

Who are we supposed to be again?

XANDER
You’re supposed to be a girl.
Think you can handle it?

A couple of soldiers pass. Xander suavely nods to them. They nod back and pass without comment,
because they are extras.
ANGLE: THE ARMORY DOOR
As Xander and Cordelia round the corner and head for it. They are almost there when:

SOLDIER
Halt!

He’s the guard on duty. Not huge, but tough. Eyeballs Xander. Xander looks slightly busted. Tries not
to stammer.

SOLDIER

Identify yourself right the Hell now.

XANDER

Private Harris, with the… 33rd.

SOLDIER
33rd are on maneuvers.
XANDER

Right. And I’m on leave. From them.

SOLDIER
You always spend your leave
sneaking into the armory, buddy?
And who is she?
CORDELIA
Hi. I’m not a soldier.
(to Xander)
Right?

Xander pulls the soldier aside.

XANDER

Look, I just want to give her the tour,
you know what I’m saying?
SOLDIER
The tour?
XANDER

Well, you know the ladies… they love
to see the big guns. Gets ’em all hot and
bothered. Can you cut me some slack,
give me a blind eye?

SOLDIER
(still suspicious)
Why should I?
Cordy watches them. It looks like Xander’s going down in flames.
XANDER

Well, if you do, I won’t tell Colonel
Newsome that your shoes ain’t regulation,
your oakleafs are on backwards and you
hold your gun like a sissy girl.

He takes the gun and positions it correctly in the soldier’s hands. Smiles winningly. Begrudgingly, the
soldier smiles back.

SOLDIER

You got twenty minutes, nimrod.

XANDER
I only need five.
He herds Cord in, pokes his head back out to say –
XANDER

Uh, forget I said that last part.

He shuts the door as the soldier moves on.
INT. ARMORY – CONTINUOUS – NIGHT
All we see (or ever shall) is a very dark room full of crates that cut off our view of the rest of the
room.

CORDELIA
Okay, what was that?
And also, who are you?
XANDER
Remember Halloween?
I got turned into a soldier?
CORDELIA
Yeah…
XANDER

I still remember all of it! I know
procedure, ordinance, access codes,
everything. I know the whole layout
of this place and I’m pretty sure I
can put together an M16 in fifty
seven seconds.
CORDELIA
Well I’m sort of impressed.
But let’s just find the thing and leave.

XANDER
Okay.

They start looking.

CORDELIA
So looking at guns makes girls
want to have sex? That’s scary.

XANDER
Yeah, I guess…
CORDELIA
Well, does looking at guns
make you wanna have sex?
XANDER

I’m seventeen. Looking at linoleum
makes me wanna have sex.

INT. OZ’S VAN – NIGHT
As Oz and Willow wait for the others in not entirely comfortable silence…

WILLOW
I wish they’d hurry…
OZ

So, do you guys steal weapons from the army a lot?

WILLOW
Well, we don’t’ have cable,
so we have to make our own fun.

OZ
I get you.
WILLOW

Do you want to make out with me?

OZ
What?
WILLOW

With me. Make out. Do you want to?

OZ

That time you said it backwards.

WILLOW
Forget it. I’m sorry.
(beat)
Well do you?
OZ

Sometime when I’m sitting in class,
I’m not thinking about class, ’cause,
that could never happen, and I’ll think
about kissing you and then everything
stops. It’s like, freeze frame. Willow kissage.

She is drawn in by this – so a bit taken aback when instead of kissing her, he just looks out the
window again. There is a moment of confused silence before he remembers himself and speaks
again.

OZ

I’m not gonna kiss you.
WILLOW
What? But… freeze frame…

OZ

Well, to the casual observer, it looks
like you want to make your friend
Xander jealous. Or even the score,

or something. That’s on the empty
side. You see, in my fantasy, when
I’m kissing you… you’re kissing me.

She can’t reply – she’s touched, but she knows he’s right about Xander. Oz smiles at her, serene.

OZ
It’s okay. I can wait.

We hear the window opening, as do they.

OZ
We’re up.

He gets out of the van. Willow watches him, real affection suffusing her gaze.
INT. GYPSY’S ROOM – NIGHT
Buffy, Giles and Jenny enter. They stop, Jenny putting her hand over her mouth.
We don’t see much – maybe a hand – but we can hear flies buzzing about the remains.
Buffy looks down at the body – then her eyes drift over to the wall.
ANGLE: THE WALL
on it is written: WAS IT GOOD FOR YOU TOO?
It isn’t written in ink.

JENNY
God…
GILES

Buffy, he’s doing this deliberately.
He’s trying to make it harder for you.

BUFFY
He’s just making it easier.
I know what I have to do.
GILES
What?

She looks at him, summoning her resolve.

BUFFY
Kill him.

BLACK OUT

END OF ACT THREE
Act Four

INT. FACTORY – NIGHT
The Judge steps forward as two vampires put a coarse, monkish robe around his shoulders.

THE JUDGE
I am ready.
SPIKE
‘Bout time.

Drusilla breezes in, all excited. She places herself on Spike’s lap.

SPIKE
Have a good time.
DRUSILLA

You’ll be able to hear the screams.

I promise.

Angel also joins them.

ANGEL
(to Spike)
Too bad you can’t come with.
We’ll be thinking of you.
SPIKE
(glares at him)
I won’t be in this chair forever.
What if your girlfriend shows up?

ANGEL
I’m gonna give her a kiss.

Drusilla plants a huge kiss on Spike, then takes Angel’s hand and leads him out. As Angel passes the
Judge he remarks:

ANGEL
Don’t you look spiffy.

INT. GILES OFFICE – NIGHT
Xander and Oz set an oblong wooden crate down on the desk. Buffy comes up to it as Giles starts to
open it with a crowbar. (Willow and Cordy may be visible in the background, loading weapons into a
gymbag).

XANDER
Happy Birthday, Buffy.
Hope you like the color.
BUFFY

Giles, we’ll hit the factory first
but we may not find them. If
they’re on the offensive we need
to figure out where they’ll go.

GILES
Agreed.

He pries it open. Jenny comes into the office tentatively. Buffy still looks at the box.

BUFFY
This is good.
JENNY

Do you… is there something I can do to –

BUFFY
Get out.

Buffy never looks at her. Everyone is made plenty uncomfortable by the silence.

JENNY
I just want to help.

She looks pleadingly at Giles. There’s no joy, nor anger in his reply. Just a decision.

GILES
She said get out.
Slowly, Jenny does. A moment before Xander turns to Buffy.
XANDER
Do you want me to show
you how to use it?
BUFFY
(all business)
Yes I do.

INT. FACTORY – NIGHT
Buffy and Giles enter the empty space, the others waiting at the door.

BUFFY
I knew it.
GILES
And we haven’t a bead on
where they would go?
BUFFY
I don’t know.

ANGLE: SPIKE
hides in the shadows, chair behind the boiler.
BUFFY
Somewhere crowded. The Judge
is gonna need bodies.
WILLOW
The Bronze?
XANDER
It’s closed tonight.

CORDELIA
There’s not a lot of choices in
Sunnydale. It’s not like people
are gonna line up to get massacred.

That strikes a chord with Oz.

OZ

Uh, guys? If I was gonna line up,
I know where I’d be.

INT. MULTIPLEX/MALL – NIGHT
We see people, not surprisingly, lined up, waiting inside for movies to open. They are in a huge,
arched hallway. At one end is a domed room with a giant concession stand in the middle. At the other
end is the mall, a large balcony overlooking the area and facing the concession stand.
We see various angles of the busy space – people shopping, waiting, buying tickets or popcorn. The
we see:
ANGLE: THE DOORS ON THE BALCONY LEVEL
open, the Judge striding in. Dru and Angel flanking him, the other vamps (say, three) behind.

A businessman is on his way out, head down, oblivious. The Judge gestures at him – not touching –
and the man shakes, burns (CGI), drops.

ANGEL
(to the vamps)
Lock the exits, boys.

The vamps spread out.

ANGEL
(to the Judge)
It’s all yours.

INT. MALL HALLWAY – CONTINUOUS – NIGHT
As Buffy and the gang arrive from another entrance, full of purpose. Xander and Giles still carry the
box by its rope handles.

BUFFY

Everybody keeps back. Damage control
only. Take out any lesser vamps if you
can. I’ll handle the smurf.
INT. BALCONY SECTION OF MALL – CONTINUOUS – NIGHT
The Judge comes to the center of the balcony, looks down on the people who are too busy shopping
to notice him.
There are two staircases leading down from the balcony, people on both.
The Judge spread his arms and connects with the nearest two on either stair. They start to burn,
slowly, eyes wide, then we CUT WIDE as the energy from the Judge shoots from them to more
people, and more, till he has created a huge web of energy, scores of people caught in it, starting to
shake.

DRUSILLA
Oh, goodie!

An arrow suddenly whips into the Judge’s chest. He stumbles back, the power cut off.
ANGLE: HIS VICTIMS
We see some of them fall to the ground, hurt but alive.
The Judge pulls the arrow out of his chest, quietly seething.
THE JUDGE
Who dares…?

ANGLE: THE CONCESSION STAND
As we ARM up it, up the center, to find Buffy standing on top of the popcorn machine (or highest
point of the stand), holding her crossbow.

BUFFY

I think I got his attention…
The Judge sees her, takes a step forward, throwing down the arrow.

THE JUDGE

You are a fool. No weapon forged

can stop me.

Buffy drops the crossbow –

BUFFY
That was then.
— and hoists the rocket launcher Xander has procured for her.
BUFFY
This is now.

And then everything happens very slowly.
DRUSILLA
Sees the rocket launcher, starts to dive out of the way –
ANGEL
Does the same –
BUFFY
flicks a switch and sights up –
THE JUDGE
looks at the thing in confusion and just a touch of worry.
THE JUDGE
What’s that do?

And Buffy fires.
The rocket streaks across the hall, high above the heads of the bystanders – straight toward the
Judge –
— and IMPACTS with a shuddering blast.
Drusilla gets pelted with debris. She looks back at the Judge.
Or rather, the place he was. It’s smoke, rubble, and small fires.
Drusilla, whimpering, bails, her henchvamps following.
ANGLE: THE GANG
Come out from behind the concession stand as Buffy climbs down, tossing the launcher to Xander.

BUFFY
My best present ever.
XANDER
Knew you’d like it.
WILLOW
Do you think he’s dead?

Buffy is looking around her, her guard still up.
BUFFY

You guys pick up the pieces.
Keep ’em separate.

As they move to comply –

CORDELIA
Pieces? We’re getting pieces?
Our job sucks!

Buffy is still looking about – and then she spots him, off to the right.
ANGLE: ANGEL
Slips around a corner, past panicking civilians.
Buffy pursues.
ANGLE: SPRINKLERS
Rising smoke sets them off.
INT. MALL HALLWAY/CUL DE SAC – NIGHT
Buffy makes her way quickly but cautiously along, water cascading down everywhere.
She turns a corner, looking around her. This cul de sac has a pastry and coffee counter, not much
else. Everything being soaked by the sprinklers. Buffy stops, listening.
She spins – and a fist knocks her hard to the ground.
Angel steps up, grinning. (Human face still on)
ANGEL

You know what the worst part was?
Pretending I loved you. If I’d known
how easily you’d give it up, I wouldn’t

have bothered.

She rises, her fury bottled in calm.

BUFFY

That doesn’t work anymore.
You’re not Angel.
ANGEL

You’d like to think that, wouldn’t you?
Doesn’t matter. The important thing is,
you made me the man I am today.

She comes at him – and they trade vicious blows, Angel getting the upper hand.
INT. MALL – CONINTUOUS – NIGHT
In the wet, Xander and Willow look for Judge parts. Behind them, Oz finds:

OZ
Arm.

They go to look.
INT. MALL HALLWAY/CUL DE SAC – CONTINUOUS – NIGHT
Angel drives Buffy back, toward the glass counter.
She hesitates, out of breath and frightened. He beckons to her.
ANGEL

Not quitting on me already, are you?
Come on, Buffy. You know you want it.

Okay, well, that’s just it. She hits him in the stomach like a pile driver – He doubles over in pain – and
she grabs him, thrusts his head right through the glass of the pastry case – then pulls him roughly
up so the back of his head smashes through the glass top of the case.

And then she wails on him. Punching his face, round-housing him, just pummeling the guy,
everything she’s gone through pouring out in a hail of blows.
She sends him slamming back into the wall. He staggers back toward her, face cut and bloody, as she
pulls a stake out and pulls back, ready to plunge –
She hesitates. Pain running through her face. Hand trembling. And finally lets the stake drop to the
floor. Angel’s smile is aggravatingly charming.
ANGEL

You can’t do it. You can’t kill me.
She kicks him between the legs, just about as hard as a person can.
He drops to his knees, mouth open in an extreme of agony that cannot even scream. She turns.

BUFFY
Give me time.
She walks away, leaving him gasping in the artificial rain.
EXT. IN FRONT OF BUFFY’S HOUSE – NIGHT
Giles’ car pulls up, Giles at the wheel, an extremely subdued Buffy beside him. For a moment, they
both sit in silence.

GILES

It’s not over. I suppose you know that.

Buffy nods, not looking at him.

GILES

He’ll come after you particularly.
His profile – well, he’ll strike out at
the things that made him the most human.

BUFFY

You must be so disappointed in me.

GILES
No, I’m not.
BUFFY
But… this is all my fault.
GILES
I don’t believe it is.

Buffy looks at him. She is close to crying.

GILES

Do you want me to wag my finger
at you and tell you, you acted rashly?
You did, and I can. But I know you
loved him, and he has proven more
than once that he loved you. You
couldn’t have known what would
happen. The coming months are
going to be very hard – I suspect
on all of us. But if you’re looking
for guilt, Buffy, I’m not your man.
All you will have from me is my
support… and my respect.

She says nothing, spilling eloquent tears.

INT. BUFFY’S LIVING ROOM – NIGHT
ANGLE: A T.V. (old movie) (comforting musical)
We pan off it to find Joyce entering the living room, holding a plate with a couple of cupcake on it,
and a mug of cocoa.
Buffy is on the couch. Joyce joins her, setting the food down on the coffee table.

JOYCE
Did I miss anything?
BUFFY

Some singing. And some running around.

Joyce sets a candle in one of the cupcakes.

JOYCE

Here we go… I’m sorry I didn’t
have time to make you a real cake.

BUFFY
This is perfect.
JOYCE

But we’re still going shopping tomorrow.

Buffy nods as Joyce gets matches.

JOYCE

So, did you have a fun birthday?
What’d you do?
BUFFY
I got older.
JOYCE

You still look the same to me.
She lights the candle, pushes the cupcake over to Buffy.
JOYCE

Happy birthday. I don’t have to sing, do I?

Buffy shakes her head, looks at the candle.

JOYCE
Well, go on. Make a wish.

A moment before she replies.

BUFFY
I’ll just let it burn.

Joyce puts her hand to Buffy’s hair, touching it softly. Affection and vague concern on her face. Buffy
puts her head in her mother’s lap, brings her feet up onto the couch.
They sit, Joyce playing gently with her daughter’s hair. Buffy letting her eyes drift shut. The candle
flickering bravely in the dark.

FADE TO BLACK

END OF SHOW

Transcripts

Prologue

In every generation there is a Chosen One. She alone will stand against
the vampires, the demons and the forces of darkness. She is the Slayer.
Spike’s warehouse. The Judge is kneeling in a corner facing a bunch of
storage racks. Spike wheels into view and stops about twenty feet from
him. He pushes himself a few feet closer and turns around.
Spike: I’m not happy, pet. Angel and the Slayer are still alive. They
know where we are, they know about the Judge. We should be vacating.
Drusilla: (walks up to him) Nonsense. (takes his hand) They’ll not
disturb us here. My Angel’s too smart to face the Judge again.
Spike: (glances over his shoulder) What’s Big Blue up to anyway? He
just sits there. (looks away)
Judge: I am preparing.
Spike: (rolls his eyes) Yeah. (turns and wheels over to him) It’s
interesting to me that ‘preparing’ looks a great bit like sitting on
your ass. (facing him) When do we destroy the world already?
Judge: My strength grows, and with every life I take it will increase
further.
Spike: So let’s take some. I’m bored.
Drusilla starts moaning.
Spike: (looks back at her) Dru?
Drusilla collapses to the floor and begins to cry.
Drusilla: Angel…
Spike: (concerned) Dru? (rolls to her) What is it? (stops by her) Dru!

The camera pans around to her face.
Spike: Darling… Do you see something?
Her crying gives way to an evil smile.
Cut to Angel’s apartment. Buffy stirs in his bed and reaches over for
him. She opens her eyes, suddenly wide awake when she doesn’t find him
there and looks around. She sits up in bed. Outside it’s still raining
hard, and lightning strikes. She looks around the room again, but Angel
is nowhere to be seen.
Buffy: Angel?
Cut outside to the alley. The rain has let up. Angel falls to the
pavement and props himself up on his hands.
Angel: Buffy…
He can’t hold himself up and collapses to the ground.
Angel: (frightened) Oh, no.
A hooker standing in a doorway sees him and slowly walks over to him.
Hooker: Hey. You okay? (bends down to look at him) You want me to call
911?
Angel: (suddenly stands up) No. The pain is gone.
Hooker: You sure?
Angel: Yeah.
He spins around, game face on, grabs her and violently bites her on the
neck to feed. He drops her dead body, tilts his head up and blows out
the smoke he’s just inhaled through her neck from her lungs.
Angelus: I feel just fine.
Opening credits roll. Buffy’s theme plays.
~~ Part 1 ~~
The kitchen at Buffy’s house. She quietly opens the kitchen door, looks
around, comes in and carefully closes it behind her. She keeps an eye
out for her mother as she goes around to the stairs. Once there she
starts up, stomping rather loudly, and her mother hears her.
Joyce: (off camera) Morning.
Buffy stops her ascent and comes back down a few steps. Her mother comes
over to the base of the staircase.
Buffy: Morning.
Joyce: So, did you have fun last night?
Buffy: Fun?
Joyce: At Willow’s.
Buffy: Yeah. (smiles) Yeah, fun at Willow’s. You know, she’s a fun
machine.
Joyce: You hungry?
Buffy: No. Uh, no, I-I’m, uh, just gonna go take a shower.
Joyce: Well, i-if you hurry, I’ll run you to school.

Buffy: Thanks.
Joyce folds her arms and looks up at Buffy curiously.
Joyce: Is something wrong?
Buffy’s eyes go wide, but she quickly regains her composure.
Buffy: No. (shakes her head) What would be wrong?
Joyce: (staring) I don’t know. You just look…
She shakes her head, smiles and goes into the dining room. Buffy
breathes a sigh of relief and heads up the stairs.
Cut to the library. Xander walks in. Giles looks up at him.
Xander: Well, the bus depot was a total washout. And may I say what a
lovely place to spend the night. What a vibrant cross-section of
Americana.
Jenny and Willow look at him concerned. Cordelia sitting on the counter
also looks worried.
Giles: No vampires transporting boxes?
Xander: No, but a four-hundred-pound wino offered to wash my hair.
(looks at everyone) What’s up? Where’s Buffy?
Willow: She never checked in.
Giles: If the bus depot is as empty as the… docks and the airport…
Xander: Do you think this Judge guy’s already been assembled?
Giles: Yes.
Xander: Then Buffy could be… Okay, we gotta find ’em. (thinks) Um, we
gotta go to that place, that, uh, that factory. That’s where they’re
holed up, right? (looks back at Willow and Jenny) Let’s go.
Cordelia: And do what? Besides be afraid and die.
Xander: Well, nobody’s asking you to go, Cordelia. If the vampires need
grooming tips we’ll give you a call.
Giles: Cordelia has a point. Now, i-i-if Buffy and Angel were, were…
harmed, then we don’t stand to fare much better.
Xander: Yeah? Well, those of us who were born with feelings are gonna
do something about this.
Jenny: Xander.
Willow: No, Xander’s right! My God, you people are all… Well, I’m
upset, and I can’t think of a mean word right now, but that’s what you
are, and we’re going to the factory! (starts out)
Xander: Yeah! (follows)
Just then Buffy comes into the library.
Willow: Buffy!
Xander: We were just going to rescue you.
Willow: (throws Giles a look) Well, some of us were.
Giles: Well, I-I would have.

Jenny: Where’s Angel?
Buffy: He didn’t check in with you guys?
Giles: No.
Cordelia: (slides off the counter) What happened?
Giles: The Judge, i-is he…
Buffy: No assembly required. He’s active.
Giles: (whispers) Oh, damn it. (removes his glasses)
Buffy: He nearly killed us. Angel got us out.
Giles: Why didn’t you call? We, we, we thought…
Buffy: Well, we, we had to hide. Uh, we got stuck in the sewer tunnels,
and with the hiding, we just split up… Uh, no one’s heard from him?
Willow: I’m sure he’ll come by.
Buffy: Yeah, I’m, I’m sure you’re right.
Giles: Buffy, the Judge, we, we must stop him.
Buffy: I know.
Giles: What can you tell us?
Buffy: Not much. I, um… I kicked him. It was just like a sudden
fever. If he’d got his hands on me…
Giles: In time, he won’t need to. The stronger he gets, he’ll be able
to reduce us to charcoal with a look.
Buffy: Also, not the prettiest man in town.
Giles: I better continue researching, must look for a weak spot. The
rest of you should get to your classes.
Jenny: Yeah, I better go, too.
They all start out. Buffy is the first one out the door.
Xander: Yeah, yeah, yeah. (holds the door open)
Willow: Buffy, wait up!
Jenny: (stops on the way out) (to Giles) I’ll, uh, go on the ‘Net and
search for anything on the Judge.
Giles: Thank you.
Xander: After classes I’ll come back and help you research.
Cordelia: (pats him as she walks out) Yeah, you might find something
useful if it’s in an ‘I Can Read’ book.
Xander looks like he’s ready to kill her.
Cut to the halls by the stairs. Buffy is about to go up when Willow
catches up and stops her.
Willow: You don’t think Angel would have gone after the Judge himself,
do you?
Buffy: No, he’d know better than that. Maybe he just needed… I don’t

know. I just, I wish he’d contact me. I need to talk to him.
They start up the stairs. Jenny looks around the corner and watches them
go up.
Cut to Spike’s warehouse. Drusilla is laid out on her back on the big
table. Spike wheels himself around to her. She looks up at the ceiling
blissfully.
Spike: (smiles) Are we feeling better, then? (leans on the table)
Drusilla: (sighs) I’m naming all the stars.
Spike: You can’t see the stars, love. That’s the ceiling. Also, it’s
day.
Drusilla: I can see them. But I’ve named them all the same name. (tilts
her head to him) And there’s terrible confusion.
Spike: Did you see any further? Do you know what happens to Angel?
Angelus: (appears at a side door) Well, (clears his throat) he moves to
New York and tries to fulfill that Broadway dream. It’s tough sledding,
but one day he’s working in the chorus when the big star twists her
ankle.
Spike: You don’t give up, do you?
Angelus: (slowly comes over) As long as there’s injustice in the world,
as long as scum like you is walking… (notices the wheelchair) well,
rolling the streets… I’ll be around. (stops a few feet away) Look over
your shoulder. I’ll be there.
Spike: Uh, yeah. Angel, um… look over your shoulder.
Angelus turns around, and the Judge puts his hand on his chest.
Spike: Hurts, doesn’t it?
Angelus: (looks back) Well, you know, it kinda itches a little.
Spike: (to the Judge) Don’t just stand there. Burn him.
Angelus: Gee, maybe he’s broken.
Spike: (to Drusilla) What the hell is going on?
Drusilla’s face takes on a look of realization.
Judge: This one… cannot be burnt. He is clean. (removes his hand)
Spike: Clean? You mean, he’s…
Judge: There’s no humanity in him. (turns and goes)
Angelus: (faces Spike) I couldn’t have said it better myself.
Drusilla: Angel.
Angelus: Yeah, baby. I’m back.
~~ Part 2 ~~
Spike’s warehouse.
Spike: Is it really true?
Angelus: It’s really true. (laughs and walks around the table)
Drusilla: (follows him with her gaze) You’ve come home.

Spike: No more of this ‘I’ve got a soul’ crap? (follows him)
Angelus: What can I say, hmm? (strikes a match on the table) I was
going through a phase. (lights a cigarette)
Spike: This is great! This is so great!
Drusilla: (walks on the table waving her arms) Everything in my head is
singing! (Angelus laughs) We’re family again. (Angelus helps her off of
the table) We’ll feed. Grrr. (turns to Spike) And we’ll play. (leans in
to him)
Spike: I’ve got to tell you, it made me sick to my stomach seeing you
being the Slayer’s lap dog.
Angelus growls and grabs Spike by the shirt. Then he kisses him on the
forehead and steps back. Spike busts up laughing. Angelus and Drusilla
join in.
Drusilla: How did this happen?
Angelus: You wouldn’t believe me if I told you.
Spike: Oh, who cares? What matters is now he’s back! Now it’s four
against one, which are the kind of odds I like to play.
Drusilla: (leans toward Angelus) Psst. We’re going to destroy the
world. Want to come?
Angelus: (plays with his cigarette) Yeah. Destroying the world. Great.
I’m really more interested in the Slayer.
Spike: Well, she’s in the world, so that should work out.
Angelus: Give me tonight. Hmm?
Spike: What do you mean?
Angelus: Lay low for a night. I guarantee you by the time you go public
she won’t be anything resembling a threat.
Spike: You’ve really got a yen to hurt this girl, haven’t you?
Angelus: She made me feel like a human being. That’s not the kind of
thing you just forgive.
Cut to the library. Cordelia walks by the counter looking through a
book. Xander is lying on top of the counter, also studying a book. Giles
is in his office reading through yet another book. Willow is on the
phone with Buffy.
Willow: Ok. No, no, he didn’t, but I’m sure he’ll… Well, Buffy, he
probably has some plan, and he’s trying to protect you. Well, I-I don’t
know what. I’m not in on the plan. It’s his plan. No. Don’t even say
that! Angel is not dead.
Xander: Say ‘hi’ for me.
Willow: (into the phone) Yeah, of course we’ll be here. Okay, bye.
(hangs up) (to Xander) Say ‘hi’ for me?
Xander: What’s the word?
Willow: She’s checked every place she can think of. She even beat up
Willy the snitch a couple of times. Angel’s vanished.
Giles: (standing in his doorway) But he does do that on occasion, no?
Willow: Oh, yeah, but she’s extra wigged this time. I guess ’cause of

her dreams. God, what if something really happened to him?
Giles: Is she gonna join us here?
Willow: Yeah. She’s just stopping at home first.
Xander slams his book shut and jumps off of the counter.
Xander: Nada.
He heads for the stacks with it. Cut to the stacks. Xander finds
Cordelia on his way to return the book to its place on the shelves.
Xander: Did you find anything? (shelves the book)
Cordelia: This book mentions the Judge, but nothing useful. Big, scary,
no weapon forged can stop him, took an army to take him down. Blah,
blah, blah.
Xander: We need some insight, a weak spot.
Cordelia: Well, we’re not gonna find it here.
She shelves the book as Xander comes over to her. She turns to face him.
Xander: Sorry I snapped at you before.
Cordelia: Well, I’m reeling from that new experience.
Xander: I was crazed. I wasn’t thinking.
Cordelia: I know. You were too busy rushing off to die for your beloved
Buffy. You’d never die for me.
Xander: No, I might die from you. Does that get me any points?
Cordelia: No.
Xander: Come on, can’t we just kiss and make up?
Cordelia: I don’t wanna make up. (he starts to go, but she stops him)
But I’m okay with the other part. (smiles)
Xander smiles back and they start to kiss. After a few moments Cordelia
giggles and smiles and they pull apart. Willow is standing behind them,
completely confused and upset.
Xander: Willow, uh…
She darts off. Xander runs after her.
Xander: We were just… Willow! Willow!
Cordelia realizes they’ve been found out and begins to consider the
implications.
Cut to the halls. Willow comes running out of the library. Xander is
right behind her.
Xander: Willow, come on!
Willow: (stops and confronts him, shaking her finger) I knew it! I knew
it! Well, not ‘knew it’ in the sense of having the slightest idea, but I
knew there was something I didn’t know. You two were fighting way too
much. It’s not natural!
Xander: I know it’s weird…
Willow: Weird? It’s against all laws of God and Man! It’s (disgusted)
Cordelia! Remember? The, the ‘We Hate Cordelia’ club, of which you are

the treasurer.
Xander: Look, I was gonna tell you.
Willow: Gee, what stopped you? Could it be shame?
Xander: All right, let’s overreact, shall we?
Willow: But I’m…
Xander: Willow, we were just kissing. It doesn’t mean that much.
Willow: No. It just means that you’d rather be with someone you hate
than be with me.
She runs from the hall, leaving Xander just standing there to consider
her words. He reluctantly turns to go back into the library.
Cut to the Summers house. Buffy comes up the walkway to the porch. She
looks at her door a moment, then turns and goes away. Cut to Angelus’
apartment. Buffy opens the door, comes in and closes it behind her. She
walks over to the bed and sees it’s been made. One of his shirts is laid
out on it. She goes over to the bed and reaches for the shirt. Behind
her Angelus steps over to a statue, picks up a necklace hanging from it
and puts it on. Buffy turns and sees him.
Buffy: Angel! (runs to him)
Angelus: Hey!
Buffy: Oh!
Angelus: Hey.
She kisses him and they hug.
Buffy: Oh, my God! I was so worried!
Angelus: I didn’t mean to frighten you.
Buffy: Where did you go?
Angelus: Been around.
Buffy: Ohhh. Oh, my God! (hugs him again) I was freaking out! You just
disappeared.
Angelus: What? I took off. (goes to his bed for the shirt)
Buffy: (confused) But you didn’t say anything. You just left.
Angelus: (pulls on the shirt) Yeah. Like I really wanted to stick
around after that.
Buffy: What?
Angelus: You got a lot to learn about men, kiddo. Although I guess you
proved that last night.
Buffy: What are you saying?
Angelus: Let’s not make an issue out of it, okay? (goes for his coat)
In fact, let’s not talk about it at all. (pulls it on) It happened.
Buffy: I, I don’t understand. Was it m-me? (meekly) Was I not good?
Angelus: (laughs) You were great. Really. (snidely) I thought you were
a pro.
Buffy: How can you say this to me?

Angelus: Lighten up. It was a good time. It doesn’t mean like we have
to make a big deal.
Buffy: It is a big deal!
Angelus: It’s what? Bells ringing, fireworks, a dulcet choir of pretty
little birdies? (laughs) Come on, Buffy. It’s not like I’ve never been
there before.
He reaches his hand up to her face and she jerks back.
Buffy: Don’t touch me.
Angelus: (shakes his finger at her) I should’ve known you wouldn’t be
able to handle it. (starts to go)
Buffy: Angel! (he stops and faces her) (teary-eyed) I love you.
Angelus: (points coolly at her) Love you, too. (turns away) I’ll call
you.
He goes out the door. Buffy can only watch him go, extremely upset and
confused.
Cut to Enyos’ hotel room. He lectures Jenny.
Enyos: You know what it is, this thing vengeance?
Jenny: Uncle, I have served you. I have been faithful. I need to
know…
Enyos: (interrupts) To the modern man vengeance is a verb, an idea.
Payback. One thing for another. Like commerce. Not with us. Vengeance is
a living thing. It passes through generations. It commands. It kills.
Jenny: You told me to watch Angel. You told me to keep him from the
Slayer. I tried. But there are other factors. There are terrible things
happening here that we cannot control.
Enyos: We control nothing. We are not wizards, Janna. We merely play
our part.
Jenny: Angel could be of help to us. I mean, he may be the only chance
we have to stop the Judge.
Enyos: It is too late for that.
Jenny: Why?
Enyos: The curse. Angel is meant to suffer, not to live as human. One
moment of true happiness, of contentment, one moment where the soul that
we restored no longer plagues his thoughts, and that soul is taken from
him.
Jenny: Then, if somehow, if… if it’s happened… then Angelus is
back.
Enyos: I hoped to stop it. But I realize now it was arranged to be so.
Jenny: Buffy loves him.
Enyos: And now she will have to kill him.
Jenny: (stands up) Unless he kills her first! Uncle, this is insanity!
People are going to die.
Enyos: Yes. It is not justice we serve. It is vengeance.
Jenny: (exhales and grabs her coat and bag) You are a fool. We’re all

fools.
Her uncle just watches her go and shakes his head.
Cut to the lounge at school. Willow comes down the hall. Xander comes
out of the bathroom, sees her there and jogs over to her.
Xander: Will.
She hugs her arms around herself and turns to face him.
Willow: Hey.
Xander: Where’d you go?
Willow: Home.
Xander: I’m glad you came back. We can’t do this without you.
Willow: Let’s get this straight. I don’t understand it, I don’t wanna
understand it, you have gross emotional problems, and things are not
okay between us. But what’s happening right now is more important than
that.
Xander: Okay.
Willow: (drops her arms) What about the Judge? Where do we stand?
Xander: On a pile of really boring books that say exactly the same
thing.
Willow: Lemme guess: ‘no weapon forged.’
Xander: ‘It took an army.’
Willow: Yeah, where’s an army when you need one? (looks at Xander)
What?
Xander: (looks thoughtful) Whoa. Whoa! I… I think I’m having a
thought. Yeah, yeah, yeah, that’s a thought. Now I’m having a plan.
The lights suddenly go out.
Xander: Now I’m having a wiggins.
Willow: What’s going on?
Xander: Let’s get to the library.
Angelus: (appears behind them) Willow. Xander.
They turn to look.
Xander: Angel.
Willow: Thank God you’re okay. Did you see Buffy?
Angelus: Yeah. What’s up with the lights?
Xander: I don’t know. Listen, I think I have an idea.
Angelus: Forget about that now. I… I got something to show you.
Willow: Show us?
Angelus: Yeah. Xander, go get the others.
Xander: Okay. (runs off)
Angelus: And Willow. Come here.

Willow: (slowly walks toward him) What is it, Angel?
Angelus: It’s amazing.
Cut to Xander running for the library. Suddenly he stops and turns
around, realizing something is wrong.
Cut to the lounge area. Jenny appears in the hall opposite Angelus
holding up a cross.
Jenny: Willow, get away from him.
Willow: (stops and looks at her) What?
Jenny: Walk to me.
Willow: What are you talking about? It’s Ang…
Angelus has sneaked up behind her and grabs her by the throat. She lets
out a frightened yelp. Xander comes running through the door from the
other hall.
Xander: Don’t do that!
Angelus: Oh, I think I do that.
Willow: Angel…
Jenny: He’s not Angel anymore. Are you?
Angelus: Wrong. I am Angel. (tightens his grip on Willow) At last!
Xander: Oh, my God.
Angelus: I got a message for Buffy.
Buffy: (appears behind him) Why don’t you give it to me yourself?
Angelus spins around with Willow to face her.
Angelus: Well, it’s not really the kind of message you tell. It sort of
involves finding the bodies of all your friends.
He tightens his grip on Willow even more and she lets out another pained
yelp.
Buffy: This can’t be you.
Angelus: Gee, we already covered that subject.
Buffy: Angel, there must be some part of you inside that still
remembers who you are.
Angelus: Dream on, schoolgirl.
Xander takes the cross from Jenny and starts toward Angelus.
Angelus: Your boyfriend is dead. You’re all gonna join him.
Buffy: Leave Willow alone, and deal with me.
Angelus: But she’s so cute (pinches her cheek) and helpless. (Xander
gets closer) Really a turn-on.
Xander shoves the cross into Angelus’ face from behind. He reels back
and drops Willow. She cries out as she falls backward into Xander, and
they collapse against the wall. Angelus turns to Jenny and wards her off
with a hand as he starts to back down the hall. When he reaches Buffy he
grabs her by the shoulders. She inhales in fright.

Angelus: (whispers) Things are about to get very interesting.
He kisses her, shoves her into the wall and backs out the door. Willow
and Xander are up again.
Xander: Buffy, you okay?
Buffy just stares at the door.
Xander: Buffy.
~~ Part 3 ~~
The library. Giles paces. Xander stands while Willow and Cordelia sit at
the table. Jenny is leaning against the shelves behind them.
Giles: And we’re absolutely certain that, that Angel has reverted to
his former self?
Xander: Yeah, uh, we’re all certain. Anyone not feeling certain here?
Willow: Giles, you wouldn’t have believed him. He was so… He came
here to kill us.
Cordelia: What are we gonna do?
Giles: I’m leaning towards blind panic myself.
Jenny: Rupert, don’t talk like that. The kids.
Giles: I’m sorry. It’s just that things are bad enough with the Judge
here. Angel crossing over to the other side… I-I-I wasn’t prepared for
that.
Jenny: None of us were.
The camera pans over to Buffy sitting at the table opposite Willow.
She’s looking down sadly. Willow notices and gets up to go to her.
Willow: Are you okay?
Buffy shakes her head ‘no’.
Willow: Is there anything I can do?
Buffy: (shakes her head) I should’ve known. When I saw him at the
house, he was different. The things he said…
Giles: What things?
Buffy: It’s private.
Jenny: But you didn’t know he had turned bad?
Willow: (looks at Jenny) How did you?
Jenny: (looks at Willow) What?
Willow: Well, you knew. You told me to get away from him.
Jenny: Well, I saw his face.
Giles: If only we knew how it happened. (sits on the table)
Buffy: What do you mean?
Giles: Well, something set it off. Some, some, uh, event must’ve
triggered his transformation. Well, if anyone would know, Buffy, it-it
should be you.

Buffy: I don’t.
Giles: Well, did anything happen last night that, that might…
Buffy: Giles, please, I can’t. (runs from the library)
Giles: Buffy, I’m sorry, but we can’t afford to… Buffy!
Willow: (watching Buffy run) Giles, shut up.
Cut to the hall. Buffy runs out of the library and down the hall. Cut
back into the library.
Cordelia: This is great. There’s an unkillable demon in town, Angel’s
joined his team, the Slayer is a basket case… I’d say we’ve hit
bottom.
Xander: I have a plan.
Cordelia: Oh, no, here’s a lower place.
Xander: I don’t know what’s up with Angel, but I think I may have a way
to deal with this Judge guy.
Sits on the table by Cordelia.
Willow: What do we do?
Xander: I think, um… (looks at Cordelia, then back at Willow) I think
I may need Cordelia for this one.
Willow lowers her eyes for just an instant.
Xander: And we may need wheels.
Cordelia: Well, my car is…
Xander: It might have to be bigger.
Willow: No problem. I’ll get Oz. He has a van.
Xander: Good. (looks at Cordelia) Okay.
Cordelia: Care to let me in on the plan I’m a part of?
Xander: No.
Cordelia: Why not? (stands up with her hands on her hips)
Xander: Because if I tell you, then you won’t do it. Just meet me at
Willow’s house in half an hour. And wear something trashy… (looks at
her) …er. (walks off)
Cordelia is incensed and follows him.
Giles: I’m not sure what we should do about Buffy.
Jenny: Assuming they don’t attack tonight I think we should just let
her be.
Willow: I agree.
Giles: I-I-I can imagine what she’s going through.
Willow: No, I don’t think you can.
Cut to Spike’s warehouse. Drusilla is holding Miss Edith.
Angelus: You should’ve seen her face. It was priceless. (hops up on a

conveyor platform and sits) I’ll never forget it.
Spike: So you didn’t kill her then.
Angelus: Of course not.
Spike: (exhales) Now, I know you haven’t been in the game for a while,
mate, but we still do kill people. Sort of our raison d’etre, you know.
Drusilla: You don’t want to kill her, do you? (pokes Miss Edith’s eyes)
You want to hurt her. (smiles up at him) Just like you hurt me.
Angelus: Nobody knows me like you do, Dru.
Spike: She’d better not get in our way.
Angelus: Don’t worry about it.
Spike: I do.
Angelus: Spike, (slams his hand on a crate) my boy, (pushes it along
the rollers) you really don’t get it! (stands up) Do you? (chuckles)
You tried to kill her, but you couldn’t. (chuckles) Look at you. You’re
a wreck! (approaches him) She’s stronger than any Slayer you’ve ever
faced. (hops off of the platform) Force won’t get it done. You gotta
work from the inside. (sits on the platform) To kill this girl… you
have to love her.
Cut to Buffy’s room. She comes in and gently closes the door behind her.
She sniffs as she unbuttons her coat. She sees her cross and necklace
hanging from its hook and takes it in her hand. It sparkles in the
light. She lets go of it, letting it swing. She looks down at the ring
on her hand that Angel gave her. She pulls it off of her finger and
looks at it, bursting into tears. She goes to her bed and lies on it,
clutching the ring and crying uncontrollably. The camera pulls back from
her as she curls up on her bed. Eventually she falls asleep and dreams.
She and Angel are in bed caressing each other. Buffy runs her hand down
his back over his tattoo. They both have on their rings. Angel kisses
her gently on the neck. Buffy holds him with her ringed hand. She kisses
his fingers. They move under the sheets. He kisses her lips tenderly.
Angel: I love you.
She opens her eyes and for an instant sees him in his game face. Cut to
a funeral in bright daylight. Angel walks up to the grave. Buffy looks
over at him. He looks up at her, his face bathed in sunlight.
Angel: You have to know what to see.
She looks at him, not really understanding, and then back down at the
grave. She looks over at the other people attending the funeral and sees
Jenny lifting the veil from her face.
Buffy wakes with a start, eyes open wide. She suddenly realizes Jenny
has something to do with this.
Cut to the school. Buffy marches straight to Ms. Calendar’s classroom.
Cut into the classroom. There are students sitting at all the computers,
but she doesn’t care. Jenny and Giles see her come in and smile in
greeting.
Giles: Oh, Buffy.
Buffy goes right past Giles straight to Jenny, puts her hand around her
throat and shoves her back onto her desk.
Giles: Buffy! (tries to pull her off)
Buffy: What do you know?!

Student: (gets up) Should I get the principal?
Giles: (to the class) No, I-I-I’ll deal with this. Y-y-you’re, you’re
all dismissed! (they all leave)
Buffy: (lets go and steps back) Did you do it? Did you change him?
Giles: For God’s sake, calm down!
Buffy: Did you know this was gonna happen?
Giles: You can’t go around accusing everybody…
Jenny: (interrupts) I didn’t know… exactly. I was told… (whispers)
Oh, God. (speaks) I was sent here to watch you. They told me to keep you
and Angel apart. They never told me what would happen.
Giles: (surprised and confused) Jenny!
Jenny: I’m sorry, Rupert. Angel was supposed to pay for what he did to
my people.
Buffy: And me? What was I supposed to be paying for?
Jenny: I didn’t know what would happen until after. I swear I would’ve
told you.
Buffy: So it was me. I did it.
Jenny: I think so. I mean, if you…
Giles: (demanding) I don’t understand.
Jenny: The curse. If Angel achieved true happiness, even just a moment
of… He would lose his soul.
Giles: W-w-w-h-h-how do you know you were responsible f-for…
Buffy gives him a look. He takes off his glasses.
Giles: Oh.
They all look down.
Jenny: If there is anything that…
Buffy: Curse him again.
Jenny: No, I-I can’t. I mean, those magicks are long lost even to my
people.
Buffy: You did it once. It might not be too late to save him.
Jenny: It can’t be done. I can’t help you.
Buffy: Then take me to someone who can.
Cut to Enyos’ hotel room. He’s smoking on his pipe. He hears the door
open.
Enyos: I knew she would bring you. I suppose you want answers.
Angelus: Not really.
Enyos’ face takes on a look of terror. He gets up and faces him.
Angelus: But thanks for the offer.
Cut to an Army base outside Sunnydale. The camera pans from a high

vantage point over a group of soldiers standing at attention.
Sergeant: Right face, hu! Double-time, hu! (they march off) Left, left,
left, left…
The camera comes down behind the barbed wire fence and pans over behind
a supply building as Oz’s van pulls up.
Xander: Wait here. When you guys see that window open get out the
ladder, come up, we’ll pass you the package, okay?
Oz: Okay.
Willow: Be careful.
Xander opens the side doors and gets out. Cordelia follows him.
Cut to the fence. Xander cuts a few more links, pushes the fence aside
and squeezes through. Cordelia is right behind him.
Xander: The security here really is a joke. I should, uh, report it.
Cordelia: Who am I supposed to be again?
Xander: You’re supposed to be a girl. Think you can handle it?
Cordelia slaps him on the arm. They sneak along the side of the building
and look out from behind some crates. The coast looks clear, so they
continue past a truck. A group of soldiers can be heard quickly marching
by. Xander peeks out from behind the truck, and the way still looks
clear. He steps over to the door and is about to reach for the knob when
they are discovered by a soldier on guard duty.
Soldier: Halt! (Xander shoots up his arms) Identify yourself right the
hell now.
Xander: Uh… Private Harris with the, uh… 33rd.
Soldier: 33rd are on maneuvers.
Xander: Right! Uh, I’m on leave. (turns around slowly) From them.
Soldier: You always spend your leave snooping around the armory, pal?
And who is she?
Cordelia: Hi. I’m not a soldier. (to Xander) Right?
Xander: (approaches the guard, hands still up) Look, I… I just want
to give her the tour. Uh, you know what I’m saying.
Soldier: The tour.
Xander: Well, you know the ladies. They like to see the big guns. Gets
them all hot and bothered. Can you cut me some slack, gimme a blind eye?
Soldier: And why should I?
Xander: Well, if you do, I won’t tell Colonel Newsome that your boots
ain’t regulation, your post wasn’t covered, (grabs his M-16 and gives it
back to him properly) and you hold your gun like a sissy girl.
Soldier: (takes the rifle) You got 20 minutes, nimrod.
Xander: (smiles) I just need 5. (starts for the door, but looks back)
Uh, forget I said that last part.
The guard checks his watch. Xander opens the door to let Cordelia in,
gives the guard a thumb’s-up and follows her in. Cut inside.
Cordelia: Okay, what was that? And who are you?

Xander: Remember Halloween, I got turned into a soldier?
Cordelia: Yeah.
Xander: Well, I still remember all of it. I know procedure, ordnance,
access codes, everything. I know the whole layout for this base, and I’m
pretty sure I can put together an M-16 in 57 seconds.
Cordelia: Well, I’m sort of impressed. But let’s just find the thing
and get out of here.
Xander: Okay. (starts looking around)
Cordelia: (hops onto a crate to sit) So, does looking at guns really
make girls wanna have sex? That’s scary.
Xander: Yeah, I guess.
Cordelia: Well, does looking at guns make you wanna have sex?
Xander: I’m seventeen. Looking at linoleum makes me wanna have sex.
Cordelia just looks at him. Cut outside to the van.
Willow: I wish they’d hurry. (cut inside the van)
Oz: So, do you guys steal weapons from the Army a lot?
Willow: Well, we don’t have cable, so we have to make our own fun.
Oz: I get you.
Willow: (after a pause) Do you wanna make out with me?
Oz: What?
Willow: (looks away) Forget it. I’m sorry. (decides she wants to know)
Well, do you?
Oz: Sometimes when I’m sitting in class… You know, I’m not thinking
about class, ’cause that would never happen. I think about kissing you.
And it’s like everything stops. It’s like, it’s like freeze frame.
Willow kissage.
He nods his head and smiles to himself. Willow smiles over at him. He
looks up at her.
Oz: Oh, I’m not gonna kiss you.
Willow: (confused) What? But freeze frame!
Oz: Well, to the casual observer, it would appear that you’re trying to
make your friend Xander jealous or even the score or something. And
that’s on the empty side. (looks off into space) See, in my fantasy when
I’m kissing you, you’re kissing me. (looks back at her) It’s okay. I
can wait. (sees the window open) We’re up.
He gets out of the van. Willow watches him get out and smiles.
Cut to the hotel room. Jenny, Buffy and Giles come in.
Jenny: Oh, my God.
She rushes in to her uncle. He’s laid out on the bed, dead and covered
with blood. Buffy looks up at the wall behind him. A message is written
there in blood: WAS IT GOOD FOR YOU TOO.
Giles: He’s doing this deliberately, Buffy. He’s trying to make it
harder for you.

Buffy: He’s only making it easier. I know what I have to do.
Giles: What?
Buffy: Kill him.
~~ Part 4 ~~
Spike’s warehouse. Angelus comes down the metal spiral staircase. The
Judge slowly comes over to Spike.
Judge: I am ready.
Spike: About time.
Drusilla sits on his lap and kisses him. The Judge walks off in disgust.
Spike: Have fun.
Angelus: (bending to Spike’s ear) Too bad you can’t come with, huh?
I’ll be thinkin’ of you.
Spike: I won’t be in this chair forever.
Angelus takes Drusilla’s hand and they start out after the Judge.
Spike: What happens if your girlfriend shows up?
Angelus: I’m gonna give her a kiss. (to the Judge) Don’t you look
spiffy!
Judge: Spiffy?
Drusilla smiles up at him. Spike is left behind all by himself.
Cut to Giles’ office. Xander and Oz lift a long crate onto his desk.
Xander: Happy Birthday, Buffy. I hope you like the color. (steps back)
She looks down at the box. Giles positions a crowbar on the lock.
Buffy: Giles, we go to the factory first, but they might not be there.
They’re on the offensive. We need to figure out where they’d go.
Giles lifts on the crowbar and breaks the clasp.
Giles: Agreed. (opens the box)
Buffy: (looks into the box) This is good.
Jenny: (in the doorway) Do you, uh… (Giles looks at her) Is there
something I can do?
Buffy: Get out.
Jenny: I-I just want to help.
Giles: (looks away) She just said get out.
Buffy looks up at Giles. He looks sadly into the crate. Jenny turns
around and leaves.
Xander: (steps up) Do you want me to show you how to use it?
Buffy: Yes, I do.
Cut to Spike’s warehouse. It’s deserted. Buffy walks up to the table.
Buffy: I knew it.

Giles: (looking up and around) We haven’t a bead on where they would
go?
Buffy: (exhales) I don’t know, uh… somewhere crowded, I guess. I
mean, the Judge needs bodies, right?
Willow: The Bronze?
Xander: It’s closed tonight.
Cordelia: There’s not a lot of choices in Sunnydale. It’s not like
people are gonna line up to get massacred.
Oz: Uh, guys? If I were gonna line up, I know where I’d go.
Cut to Sunnydale Mall. The camera pans across a line of people at the
refreshment stand in the middle of the mall. It pans over the top to
show a double door at the end of the mall on a landing midway between
floors. The area between the shops is crowded with people. Cut to the
stairs. They lead up from both sides to the landing. Customers are going
up and down between the floors. The camera follows a woman up one side
and over to the doors. She continues out of view up the next flight. The
doors open, and the Judge, Angelus and Drusilla walk in flanked by their
troops. They close the doors behind them. A man is coming up the stairs.
The Judge reaches out with his hand, and an arc of energy emanates from
it to the man. The man freezes, a look of surprise on his face, and he
quickly begins to combust. He disappears in a puff of flame and smoke.
Angelus: Lock the exits, boys.
The vampires hurry down the stairs to do Angelus’ bidding.
Angelus: (to the Judge) It’s all yours.
The Judge smiles.
Cut to an elevator. The doors open and Buffy strides out. Giles and
Xander follow carrying the crate on their shoulders. The others bring up
the rear.
Buffy: Everybody keep back. Damage control only. Take out any lesser
vamps if you can. I’ll handle the Smurf.
Cut to the Judge. He takes a couple of steps down. A customer squeezes
by Angelus and heads down the stairs branching to the left. A young
couple comes up on the right. The Judge extends his arms, and his energy
arcs out to and through them. Cut to a shot of the stairs from the
refreshment stand. The Judge’s energy arcs through everyone in the area.
They all freeze where they stand. Cut to the Judge. He smiles widely.
Angelus and Drusilla enjoy the show.
Drusilla: (bouncing with glee) Oh, goody!
Suddenly a crossbow bolt hits the Judge in the chest and breaks his
concentration. The arcs of energy disappear, and the people are all
dazed. The Judge grabs at the bolt and pulls it from his chest.
Judge: Who dares?
Angelus and Drusilla look over at the refreshment stand. Cut to the
stand. The camera pans up from the floor, past Willow, Oz, Giles and
Cordelia, past Xander opening the crate and up to Buffy standing on top,
holding the crossbow.
Buffy: Think I got his attention.
Judge: You’re a fool. (cut to him) No weapon forged can stop me.
Buffy: (cut to her) (lowers the bow) That was then.

Xander hands her the weapon from the box, and she raises the anti-tank
rocket launcher to her shoulder.
Buffy: This is now.
She powers it on. Angelus and Drusilla exchange a look. Buffy sets her
sights and opens the trigger guard. The rest of the team takes cover
behind the snack counter. Angelus and Drusilla begin to run. Buffy takes
aim. The Judge just looks at her. Angel and Drusilla leap over the stair
railing. Buffy is ready.
Judge: What’s that do?
Buffy pulls the trigger and the rocket flies straight into the Judge’s
chest as Angelus and Drusilla fly over the railing. The Judge disappears
in an explosion of flame and smoke. The people in the mall scream and
start to panic and run. Angelus and Drusilla hit the floor below. Bits
of charred Judge fall all around them. Buffy looks up from the rocket
launcher’s sights and looks over at them in satisfaction. Angelus gets
up and runs off. Drusilla freaks out and runs the other way. The team
looks over the counter at what’s left of the Judge. The smoke cloud from
the explosion billows its way up to the ceiling.
Buffy: Best present ever. (hands the weapon down to Xander)
Xander: Knew you’d like it.
Willow: Do you think he’s dead?
Buffy: We can’t be sure. Pick up the pieces and keep them separate.
They all start over to collect what’s left of the Judge.
Cordelia: Pieces? We get the pieces. Our job sucks!
Cut to a side area of the mall. Angelus comes in and looks up at Buffy.
Frightened customers are running every which way. Buffy sees him, jumps
down from the refreshment stand and starts to give chase. Angelus
struggles past some people and runs.
Cut to the area below the explosion. Parts of the Judge lie everywhere
and are still burning. The smoke reaches the sprinklers and they turn on
everywhere.
Cut to the side hall where Buffy last saw Angelus. The sprinklers rain
down on her and she’s getting soaked. She can’t see Angelus anywhere.
Suddenly he comes at her and hits her from behind. She falls over
backward.
Angelus: You know what the worst part was, huh? Pretending that I loved
you. If I’d known how easily you’d give it up, I wouldn’t have even
bothered.
Buffy: (gets up) That doesn’t work anymore. You’re not Angel.
Angelus: You’d like to think that, wouldn’t you? It doesn’t matter. The
important thing is you made me the man I am today! (smiles evilly)
Buffy kicks him in the face. He blocks her next swing and punches her in
the face and in the gut. He grabs her and swings her around to throw
her, but her footing is good and she regains her balance. He kicks her
in the face and this time she falls to the floor.
Cut to Willow bending down to pick up a piece of the Judge’s armor.
She’s been soaked to the skin by the sprinklers. The camera pans from
her over to Oz who has found an actual body part.
Oz: Uh… (points) Arm.

Cut to the side area. Angelus grabs Buffy as she tries to get up and
heaves her over onto her back again. She rolls around to her feet and
comes at him. She swings, but he blocks and hits her instead. He follows
up with a backhand punch and she hits the floor again.
Angelus: Not quittin’ on me already, are ya? (she looks up at him) Come
on, Buffy. You know you want it, huh?
She leaps up and kicks him in the face. He arches backward and then
snaps forward. Buffy knees him in the chin and then delivers a series of
punches to his gut. She ends with a punch to his face. He isn’t fazed,
and lunges at her. She grabs his arm and diverts him into a display
case. He crashes through the glass, but immediately straightens back up,
breaking the top pane and the frame of the case as well. She kicks him
in the face and again in the chest, and he staggers backward into a
potted tree. She pulls out a stake and stands ready to finish the job.
Angelus straightens up and faces her. Buffy doesn’t move, but instead
lowers the stake and just stares at him.
Angelus: You can’t do it. You can’t kill me.
Her anger takes over and she kicks him extremely hard in the crotch.
Angelus grabs his groin and moans in extreme pain. He collapses to his
knees. Buffy turns her back on him and walks away.
Buffy: Give me time.
Angelus is on all fours now and can’t move to follow her.
Cut to the street in front of Buffy’s house. Giles pulls up in his
ancient car to drop her off. He looks over at her and shuts off the
engine. Cut into the car. The only noise is that of the crickets
outside. Giles breaks the silence.
Giles: It’s not over. I-I-I suppose you know that. He’ll come after
you, particularly. His profile, uh, well, he… he’s likely to strike
out at the things that made him the most human.
Buffy: You must be so disappointed in me.
Giles: No. (she looks at him) No, no, I’m not.
Buffy: But this is all my fault.
Giles: No. I don’t believe it is. Do you want me to wag my finger at
you and tell you that you acted rashly? You did. A-and I can. I know
that you loved him. And… he… has proven more than once that he loved
you. You couldn’t have known what would happen. The coming months a-are
gonna, are gonna be hard… I, I suspect on all of us, but… if it’s
guilt you’re looking for, Buffy, I’m, I’m not your man. All you will get
from me is, is my support. And my respect.
Buffy smiles at him through her tears.

Cut to the living room in Buffy’s house. “Stowaway”, an old black-and-
white movie with Alice Faye and Robert Young, is playing on TV. The

actors are dancing slowly, and the woman is singing “Goodnight, My Love”
to the man.
Lyrics: Goodnight, my love / My moment with you now is ending / It was
so heavenly holding you close to me
Joyce comes in holding a plate with two cupcakes, one with a candle, and
a large coffee mug.
Joyce: Did I miss anything?
Buffy: Um… just some singing and some running around.
Joyce sets down the plate and mug and looks around for the matches.

Joyce: Mm. I’m sorry I didn’t have time to make you a real cake. (finds
the matches)
Buffy: No. This is good.
Joyce sits back on the couch with her feet up.
Joyce: But we’re still going shopping on Saturday. (Buffy looks at her)
So what’d you do for your birthday? Did you have fun?
Buffy: (looks down, then back up) I got older.
Joyce: (looks into her face) You look the same to me.
She leans back to the table and strikes a match to light the candle. The
wick starts to burn and she blows out the match. She sets the matchbook
and spent match on the table and leans back on the couch again facing
her daughter.
Joyce: Happy Birthday. (smiles) I don’t have to sing, do I?
Buffy: (looks down at her hands) No.
Joyce: (indicates the burning candle) Well, go on, make a wish.
Buffy stares at it for a long moment.
Buffy: I’ll just let it burn.
Joyce reaches up and strokes her daughter’s hair. Buffy leans over and
rests her head on her mother. Joyce continues gently stroking Buffy’s
hair. The song in the movie comes to an end.
Lyrics: Sleep tight, my love / Goodnight, my love / Remember that
you’re mine, sweetheart