Season 3 | Episode 53 | Choices

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Episode Summary

Mayor Wilkins needs a favor, and to get Faith to do it for him, he gives her a gift – a beautiful new dagger. He tells her that a package is arriving tomorrow night from South America that is crucial to his ascension, and he wants Faith to pick it up for him.

Faith dutifully heads to the airport, where a propeller plane lands in the misty night. A courier steps forth, but before he can deliver the package, Faith shoots him through the back with an arrow. She then gets into a limousine with the vamp-lackey who brought her there and drives off.

Buffy and Angel, meanwhile, are busy slaying a couple of vampires. After they’ve finished them off, Buffy laments to Angel that she feels she’s in a rut. She’s beginning to realize that her future with Angel is going to have some limitations.

Another limitation she’s thinking about is her college choice. Though she’s gotten into Northwestern, which makes her mother very excited, she knows she still has obligations in Sunnydale, and doesn’t know if she’ll be able to go away to college.

Willow is also contemplating her college choices, as she has recently received acceptance letters from Oxford, Yale, MIT and Harvard, among others. Xander is thinking about hitting the road, a la Jack Kerouac. Cordelia, as usual, has some snide comments for them all.

Buffy finally decides she wants to leave Sunnydale, and goes to Wesley to tell him. Wesley tells her she can’t leave Sunnydale, especially with Faith gone bad and the Mayor’s ascension coming up.

Buffy asks him if she could go if she can stop the ascension, which would mean Wesley and Giles would only have to take care of the run-of-the-mill stuff, and she could take care of the major stuff when she came home on breaks.

Wesley and Giles consider the possibility, but tell Buffy that to consider it seriously, Buffy would have to stop the Mayor’s ascension. She suggests taking the fight to them – taking the offensive rather than just waiting for it to happen to them.

They all agree that it’s a good idea, and Buffy heads off to find out what Faith and the Mayor are up to. She heads to City Hall, where she spies Faith bringing a big box inside. The Mayor is quite excited to see the box. He has the box taken to a room upstairs and secured.

Outside, Buffy stops the limo that has just dropped Faith off, smashes through the driver’s-side window and yanks the driver through it. She asks him about the box. When she returns to the Library, Buffy tells everyone that the box is the Box of Gavroc.

It houses demonic energy, and the Mayor needs to devour its contents before Ascension Day. Xander, Willow, Buffy, Giles and Wesley devise a plan to get the box, and start to work. To get to the box, they will need a potion to break the shield that protects it.

Willow researches a formula, and Xander and Oz concoct the potion. With the potion in hand, Buffy, Willow and Angel climb to the top of City Hall, just above the room where the box lies. Opening the skylight, they peer down at the box below.

Willow recites a spell, then sprinkles the potion down onto the box. The protective shield dissolves. Angel then straps Buffy in a harness and lowers her through the skylight and down to the box.

When she grabs the box, an alarm goes off – and as Angel tries to pull Buffy back up, the harness gets stuck. Two of the Mayor’s vamp-lackeys respond to the alarm and rush into the room.

Since the harness is still stuck, Angel drops down into the room to join Buffy in fighting the two vamp-lackeys. After an extended fight, Angel and Buffy knock down the vamps and run out of the room. Racing out of City Hall, they jump behind a bush to hide.

When a van pulls up in front of City Hall and then speeds away, the vamps chase after it, thinking Buffy and Angel are inside. The vamps return to City Hall empty-handed, and Mayor Wilkins is not happy to find that the box is stolen.

But while he’s lost the box, he’s gained something – Faith has captured Willow. Back at the library, the gang tries to figure out what to do about the box – and Willow. Xander proposes an assault to get her back.

Buffy suggests they can trade the box back to the Mayor in exchange for Willow. Wesley doesn’t think that’s a good idea; he argues that thousands of lives are at stake, and that Willow’s one life is not worth more.

He argues that they must destroy the box and stop the ascension, and find another way to get Willow back. Buffy, who is quite upset, says there is no other way. Oz helps make the group’s decision when he slams a pot against the wall. He doesn’t say anything.

He doesn’t have to. They will make the trade. Back at City Hall, Willow is trapped, and looking for a way out. One of the Mayor’s vamp-henchmen comes in, and menacingly readies to take a bite of her.

Willow floats a pencil behind him, and before he can bite, she uses the pencil to slay the vampire. She then escapes from her shackles, and begins to roam City Hall. Wandering into the Mayor’s office, she finds the Books of the Ascension in his closet and begins to read.

She’s so engrossed in the books she doesn’t even notice Faith walking into the room. Faith is ready to kill her.

Willow buys herself some time by talking to Faith about the choices she’s made to give up being a slayer, and that those choices have left her alone, but she can still come back to their side if she wants. Mayor Wilkins then walks in the room, interrupting the conversation.

He’s received an interesting phone call . . . A meeting has been arranged for the school cafeteria. The Mayor brings Willow, and Wesley, Giles, Angel, Oz, Xander and Buffy bring the box to make an exchange.

Before the exchange is completed, Principal Snyder breaks in on the meeting, with two policemen in tow. One of the policemen, examining the box, opens it – and a giant spider jumps out and gnaws on his face.

After snacking on the policeman, it scampers away – and lands on the Mayor’s face. Faith wrestles it off him, and since he’s impervious to harm, he quickly heals. Principal Snyder doesn’t quite know what to make of all of it.

Buffy runs over and shuts the box, but not before another of the spiders can escape. One of them lands on her back, and she falls backwards to crush it. Spying another one along the wall, Faith kills it with her dagger.

After the exchange, back at the library, Giles asks Willow what she can remember from the books. Willow says she can’t remember much – it was a little wordy for her – then with a grin pulls out a few pages she managed to tear from the book.

Though they now know more about the Ascension, the Mayor has the Box of Gavroc again, which means they are basically back where they started. Buffy is still thinking about dealing with the Mayor, but her future is weighing heavy in her mind as well.

She tells Willow that she feels she’ll never get out of Sunnydale. Willow, though, says that might not be so bad – she’s decided to stay at home and go to UC- Sunnydale, and so they’ll be able to stay together as friends.

Willow explains that she realized she wants to fight evil, and help people, and she feels she can do that best in Sunnydale, which is why she wants to stay. It’s a good fight they’re fighting, and she wants to keep fighting it.

Shooting Scripts

Teaser
INT. MAYOR’S OFFICE – NIGHT (PREVIOUSLY SCENE A)
CLOSE ON
FAITH’S face, her eyes shut. Sleeping? Meditating? Dead?
MAYOR (O.S.)
All right. You can open them now.

Faith opens her eyes.
WIDEN to find her sitting at the Mayor’s desk, a small gift-wrapped box before her, nearby a plate of
cookies. The MAYOR stands behind her.

FAITH
(scrutinizing gift)
Fab. What’s the occasion?
MAYOR

Faith. As if I need a reason to
show you my affection…

She tears away at the wrapping as he continues.
MAYOR (cont’d)
Or my appreciation for running a
small errand at the airport.

FAITH
(her expression sours)
Airport. What’s next? You gonna
want me to help a buddy of
yours move a sofa?
MAYOR
(sternly)

This isn’t a free ride here, young
lady. I’m beginning to think
somebody’s getting a lit-tle spoiled.
(reaching for the gift)

Maybe I should just take this ba-
Faith clutches it to her breast.

FAITH
(reluctantly)
Sorry.
(off his look)
Sir.
MAYOR
(softening)
That’s my girl. Another cookie?

He picks up the plate and offers her one. She takes it.
MAYOR (cont’d)
Now, a package is arriving
tomorrow night from Central
America. Something — and I
can’t stress this enough —
something crucially important to
my Ascension. Without it…
(re: plate)
Well, what would tollhouse
cookies be without the chocolate chips?

He looks to Faith expectantly. She shrugs.

MAYOR (cont’d)
A pretty darn big disappointment,
I can tell you. Open your gift.

She opens the box, goes wide-eyed with glee.

MAYOR (cont’d)
There. That look on your face is

my reward.
Faith removes an exquisitely carved HUNTING KNIFE.
FAITH

This is a thing of beauty, Boss.

MAYOR

Cost a pretty penny, so you just
take good care of it. And be
careful you don’t put somebody’s
eye out with that thing. Until I
tell you to.

He retrieves a box of PLASTIC WRAP from his cabinet, tears off a piece and carefully covers the
cookies.

FAITH
(smiling)

Got any particular eyes in mind?

EXT. GRAVEYARD – NIGHT (PREVIOUSLY SCENE B)
BUFFY scraps with a FEMALE VAMP. A roundhouse kick from Buffy sends the vampire careening into
ANGEL, who’s involved in his own pas de deux with a MALE VAMP. Angel and the female vamp hit the
ground, the Male vamp still staggering from Angel’s blow.
BUFFY
Sorry, honey!
ANGEL
That’s okay…

He flips the female vamp over as the male makes for Buffy. A quick pummeling from our girl–
–Angel stakes the girl on the ground–
–And Buffy slams a stake into the male’s heart, sending him back into a tomb. He explodes on
contact.

BUFFY

There’s something you don’t

see every day.
(wearily)
Unless, of course, you’re me.

ANGEL
(joining her)

That was bracing. You wanna do
one more sweep?
BUFFY

It’s what I live for. Sad to say…

ANGEL
You too tired?
BUFFY
(to Angel)

No, it’s just… Don’t you kinda
get the feeling we’re in a rut?

ANGEL
A rut?
BUFFY

You never take me any place new.

He doesn’t know how to reply at first. Then…
ANGEL

What about that fire demon nest
in the caves near the beach?
Thought that was a nice change

of pace.
BUFFY

So this is our future? Is this how
we’re going to spend our nights
when I’m fifty and you’re… the
exact same age you are now?

Before he can answer, they both hear
TWIGS SNAP! Their heads whip around to see…
THEIR P.O.V. – TWO MORE VAMPIRES charging them.
ANGEL
Let’s just get you to fifty.
BUFFY
Liking that plan.

As they engage in battle…

BLACK OUT

END OF TEASER
Act One

INT. BUFFY’S KITCHEN – MORNING
Buffy’s at the counter, breakfasting on toast and juice, as she peruses the newspaper.

JOYCE (O.S.)
Buffy!

Buffy stiffens as JOYCE enters.

JOYCE

When were you going to tell me?

Buffy reaches up to the earrings she’s wearing.
BUFFY

Okay, busted. Didn’t think you’d
miss them. Here’s me taking them off.

Joyce holds up an open piece of official looking mail.
JOYCE
You were accepted to
Northwestern University?
(hugging her)
Honey, I’m so proud of you.
That’s wonderful.
BUFFY
Oh. Right. Wonderful.
JOYCE

I mean, it isn’t cheap, but I know
we can make it work if your
Father pitches in. Not that
Northwestern’s your only option;
it’s a great school, though. I’m so
proud of you.
BUFFY
You said that before.
JOYCE
And will again soon.
BUFFY
Mom, you know I can’t–
She sees Joyce looking at her, expectantly, prideful… hopefully.
BUFFY (cont’d)
…decide on a school this second.
I have to, you know, sleep on it,
mull it over, raise them up my
inner flagpole and see which one

I salute.
JOYCE

Oh, I know, sweetheart. I’m just
so pleased you have so many
choices. Oo, my cousin Arlene
and her family are in Illinois. I’ve
got to call and tell them.

As she picks up the phone, an uncomfortable Buffy grabs her bag and books and moves to exit.

JOYCE (cont’d)
Buffy…
BUFFY
(turning back)

You’re proud of me?
JOYCE

Don’t forget to put my earrings
back in my dresser before you go out.

As Buffy leaves.

JOYCE (cont’d)
(into phone)
Arlene? It’s Joyce. Hi! You’ll
never guess where Buffy’s got in

to school…

EXT. SCHOOL – DAY
Students mill about, in studentlike fashion.
A student hands another student a brown bag. SNYDER appears and snatches it.

SNYDER
Okay, what’s in the bag?
STUDENT
(confused)
My lunch.
SNYDER

Oh, is that the new drug lingo?

STUDENT
(still confused)
It’s my lunch.

Snyder opens the bag and looks inside. He hands the bag back to the student, saying to the other
one —

SNYDER
Sit up straight.

–as he walks off, passing us off to:
Buffy, Willow and Oz on the lawn; Xander, under a shady tree, reading a book.

WILLOW

Sounds like your mom’s in a
state of denial.
BUFFY

More like a continent of denial.
She’s got to realize I can’t leave.
U.C. Sunnydale. At least I got in.

WILLOW
Well, maybe not now.
But soon. Maybe.
(off Buffy’s look)
Or maybe I too hail from
Denialland.
BUFFY

Faith’s turn to the dark side of
the force has pretty much put the
proverbial kibosh on any away
school plans for me. But, you…

I can’t believe you got into
Oxford!
WILLOW
It’s pretty exciting…
OZ

You’re into some deep academia there.

BUFFY

That’s where they make Gileses!

WILLOW

I know! I could learn and have
scones! Although I don’t know
how I feel about going to school
in a foreign country.
XANDER

Everything in life is foreign territory.

The others look at him.

XANDER (cont’d)
(holding up his copy
of “On the Road”)
Kerouac. That’s my teacher. And
the open road is my school.

BUFFY

Making the open dumpster your cafeteria.

XANDER
Go ahead, mock me…
OZ
Think she just did.
XANDER

We Bohemian, anti-
establishment types are

used to being persecuted.

OZ

Well, sure. You’re all so weird.

Cordelia passes through, hearing:

WILLOW

I think it’s neat, you doing the
back-packing, trail mix, happy
wanderer thing.
XANDER

I’m aware it kind of scores a bit
high on the hokey-meter, but I
think it’ll be good for me. Help
me to find myself.
CORDELIA
And help us to lose you.
Everyone’s a winner.

The others look up at her.

XANDER

Well, look who just popped open
a fresh can of venom. Hey,
Cordy, hear about Will gettin’
into Oxnard?
WILLOW
Oxford.
XANDER

And MIT and Yale and every
other college on the face of the
planet? As in your face I rub it…

CORDELIA

Oh, whoopie. Oxford. Four years
in Tea Bag central sounds like a
thrill. MIT is a clearasil ad with
housing, and Yale’s a dumping
ground for people that didn’t get

into Harvard.
WILLOW
I got into Harvard.
XANDER

Any clue what college you’ll be
attending? So we can start
calculating minimum safe
distance…
CORDELIA

None of your business. Certainly
nowhere near you losers.
BUFFY

Remember to breathe between
insults, guys.
CORDELIA
I’m sorry, Buffy. This
conversation is reserved for
people who actually HAVE
a future.
This hits Buffy hard. Cordy, sensing victory, exits.
OZ
(re: Cordy)
Angry young woman.
WILLOW
Buffy, she was just being
Cordelia. Only more so. Don’t
pay any attention to her.
But Buffy obviously is. We hold on her as her friends continue:
XANDER

She’s definitely got a chip going.

WILLOW

Well, if you didn’t goad her so much-
XANDER

I can’t help it. It’s my nature.

WILLOW
You need a better nature.

INT. LIBRARY – DAY
Wesley and Giles face Buffy. Wesley is perturbed — Giles, pensive.

WESLEY
I don’t understand.
BUFFY

I don’t think I can talk any
slower, Wes. I want to leave.

WESLEY
What — now?
BUFFY

Not now — after I graduate! College!

WESLEY
But you’re a Slayer.
BUFFY

I’m also a person! You can’t just
define me by my slayerness;
that’s… somethingism.
GILES

Buffy, I know we talked about
your going away–
BUFFY
I got into Northwestern.
GILES
(warmly)
That’s wonderful news.
Good for you.
WESLEY

All right, everyone: Monsters,
Demons, world in peril…
BUFFY

I bet they have all that stuff in

Illinois.
WESLEY

You cannot leave Sunnydale.
With the power invested in me
by the Council, I forbid it.
GILES

Oh, yes. That should settle it.

WESLEY

With Faith gone bad, and the
Mayor’s Ascension coming up–

BUFFY

I know it’s complicated. I’m
aware that my graduation may
be, among other things,
posthumous. But what if I stop
the Ascension. What if I capture Faith?

GILES

I very much hope you will, but–

BUFFY

I do that, then all you two have
to do is keep the run-of-the-mill
unholy forces at bay through
mid-terms. I’ll be back here in
time for homecoming, and every
school break after that… Can we
at least think about it?

Wesley makes a conciliatory attempt at sympathy.
WESLEY

Perhaps if circumstances were different…

BUFFY
I’ll make them different.
WESLEY
What?
BUFFY

I’m sick of waiting for Mayor
McSleaze to make his move,
while we sit on our hands
counting down to Ascension
Day. For once, let’s take the
fight to them.
WESLEY

No, no… Much too reckless.
We’re at a distinct disadvantage.
We don’t know enough–
GILES
She’s right.

Wesley shoots a look at Giles.

GILES (cont’d)
Time is running out. We need to
launch an offensive.
(to Buffy)
So, what’s your plan?

Buffy’s satisfied grin disappears in a microsecond.
BUFFY

I gotta have a plan? Really? I
can’t just be pro-active with pep?

Giles can’t help a small smile.

GILES

You want to take the fight to
them. I suggest the first step
would be to find out what
exactly they’re up to.
BUFFY

I actually knew that. I thought
you meant a real specific plan,
you know, with maps and stuff.

So. Great. Find out what they’re

up to.
EXT. SUNNYDALE MUNICIPAL AIRPORT – NIGHT
A tiny, community airstrip, brightly lit.
CLOSE ON
BOOTS – snake skin, stepping down from a small prop plane. As the feet touch the ground, we see
AN ORNATE LEAD BOX – numerous engravings and etchings, a latched lid, and a carrying handle
handcuffed to the wrist of the man holding it.
PAN UP as he crosses the tarmac. The COURIER is an unsavory sort — a serpent tattoo staining half
of his face, pockmarked skin, bad Hawaiian shirt.
SWING AROUND as the Courier stops in front of one of the Mayor’s vampire lackeys who waits near a
limousine. The VAMP-LACKEY holds a briefcase.
COURIER
He in the car?
VAMP-LACKEY
(opening the car door)
No. I’ll take you to him.

The Courier kicks the car door closed.

COURIER

The Mayor was supposed to be
here in person. With the money.
VAMP-LACKEY
(showing him the briefcase)
Got it right here.
COURIER

Uh huh. Well, the price just went
up. I don’t like surprises.

Suddenly, there’s a SHARP WHISTLE. The Courier barely has time to acknowledge it as his face
registers shock. The tip of an arrow sticks out of his chest, the shaft sticking in his back. He topples,
ever so dead.
ANGLE: FAITH
Clutching her long bow, on the roof of a small, adjacent, building.

FAITH
(almost to herself)
Surprise.

She jumps down from the roof onto the tarmac and crosses to the body.

VAMP-LACKEY
You killed him.
FAITH

What are you, the narrator? Get
the keys to the cuffs.

The vamp-lackey rifles through the dead man’s pockets. Finding nothing, he looks at Faith and
shakes his head. She gives a sigh of exasperation, reaches into her jacket and pulls out her new
KNIFE.

VAMP-LACKEY
That won’t cut through steel.

FAITH

No. But it’ll cut through bone.

As she kneels out of frame…

BLACK OUT.

END OF ACT ONE
Act Two

EXT. CITY HALL – NIGHT
The street’s damp and empty. The quiet suddenly broken by a car turning onto it. Stepping out from
the shadows, across the street, is
BUFFY, who watches as the limousine pulls up in front of city hall and comes to a stop.
BUFFY’S P.O.V. – Faith gets out of the car, carrying the ornate box. She tucks it under her arm, takes
a quick look around, then climbs the steps and enters the building. The limo then pulls into an
adjoining alley-way.
ON BUFFY, as she quickly checks the coast and starts off across the street.
INT. MAYOR’S OFFICE – DAY
Faith enters the Mayor’s office, box in hand. Gleeful, the Mayor jumps from his seat and takes it from
her.

MAYOR
Hey ho! There it is.

The Mayor places the box on his desk, turns as he withdraws an envelope from his jacket pocket.

MAYOR (cont’d)
What happened to the courier?
I’m supposed to pay him.
Faith slips the envelope full of money back into the Mayor’s jacket.

FAITH

I made him an offer he couldn’t survive.

A beat as the Mayor gets her meaning. Then he grins.
MAYOR

You are one heck of a girl, you
know that? I mean, geez. The
initiative! The skill!
FAITH
(pleased protest)
Go on…
MAYOR
I will! I tell you, if Buffy
Summers walked in here and told
me she wanted to switch to our
side? I’d say – “no thanks, sister!
I’ve got all the slayer one man
could ever need.”

Faith’s expression darkens at this.

MAYOR (cont’d)
What?
FAITH
Nothing.
MAYOR

It’s cause I said the “B” word,
huh? Don’t tell me you’re still
sore about that whole Angel and

Buffy thing?
FAITH

Naw. I’m over it. She can have him.

But the Mayor’s not buying it.

MAYOR

Better believe she can. She
deserves that poor excuse for a
creature of the night. You, on the
other hand, can do better.

Faith starts to reach for the lid of the box to peek inside. The Mayor reacts strongly – quickly pulling
her hand away.

MAYOR (cont’d)
Don’t touch that.
EXT. ALLEY BEHIND CITY HALL/INT. LIMO – NIGHT
The limo pulls into a parking space. As the vamp-lackey shuts off the ignition, he hears a noise
behind him and whips his head around to find…
Nothing. After a beat, he turns to face front again and…
SMASH! A FIST comes punching through the window, grabs the Vamp-lackey by his tie and YANKS
him halfway out of the car. He looks up to see
BUFFY, stake-in-hand, poised to strike.

BUFFY

(all cheerful and friendly-like)
So, what’s in the box?

INT. LIBRARY – DAY
Buffy, Wesley, and Xander stand around the table on which are strewn various research books.

BUFFY

The Box of Gavrok. It houses
some kind of great demonic
energy or something which His
Honor needs to chow down on
when A-Day rolls around.

Giles and Willow enter, unrolling a floor plan, which Giles lays out on the table, weighting the corners
with textbooks.

WESLEY
What’s that?
GILES
(to Buffy)

Maps and stuff.
WILLOW

Plans for city hall. They were in
the Water and Power mainframe.

BUFFY

The box is being kept under
guard in a conference room on
the top floor.

She scans the blueprints and points.

BUFFY (cont’d)
There. Unfortunately, that’s all I
could get out of my informant
before his aggressive tendencies
forced me to introduce him to

Mr. Pointy.
WESLEY
(taking charge)
Well, now … Here’s what I think

we should–
BUFFY

I figure best to hit it from the
roof. I’ll take Angel with me.

GILES
Agreed.
XANDER
(re: blueprint)

There’s a fire-ladder on the east-
side of the building of the building.

WESLEY

Yes, fine. But you’ll still need–

GILES

It won’t be enough to simply
gain possession of the box.

He starts to look through a book.

WILLOW

Right. We have to destroy it.
Not just physically, but ritually.
With some down and dirty
black magic.
WESLEY

Hang on, we don’t know what
such a ritual would require–

Giles shows the book to Wesley.

GILES
I think the breath of the
Entropics is standard for this sort
of thing. Fairly simple recipe.

Wes starts to look, but Giles hands the book to Xander.

GILES (cont’d)
Xander…
XANDER
(taking the book)
I know. I’m ingredient-gettin’ guy.

Xander starts to exit.

WESLEY
All right. Stop! I demand
everyone stop this instant.

Xander stops and looks at Wesley, as do the rest.

WESLEY (cont’d)
I am in charge here! And I say
this is all moving much too fast.
We need time to fully analyze the
situation and devise a proper and
effective stratagem.

Buffy gets nose to nose with him.

BUFFY

Hop on the train or get off the tracks.

WESLEY

The Mayor will most assuredly
have supernatural safeguards
protecting the box. Oh, we all
forgot about that.
BUFFY

Looks like a job for Wiccan Girl.
What do you think, Wil? Big
time danger.
WILLOW

Hey, I eat danger for breakfast.

XANDER

But oddly enough, she panics in
the face of breakfast foods.

BUFFY
Let’s get to work.

They disperse.
EXT. DRESS SHOP – DAY
Xander glances into the store and sees:
CORDELIA, returning a dress to its hanger.
Xander starts to continue on his way, then hesitates, unable to help himself.
INT. DRESS SHOP – DAY
As Cordelia hangs the dress on the rack…

XANDER (O.S.)
I have a theory…

She looks up to see Xander coming toward her. She briefly gets the “deer in headlights” look, though
Xander doesn’t notice.

XANDER
Your snide remarks earlier?
I’m guessing grapes a little
on the sour side.

Now her eyes narrow, her blood boils.

XANDER (cont’d)
Didn’t get into any schools did
you? Grades were there, but — oo
— if it weren’t for that pesky
interview. Then minutes with
you and the admissions
department decided they’d already
reached their mean-spirited,
superficial, princess quotas.
CORDELIA
(reaching into her purse)
And, once again, the gold-medal
in the Being Wrong Event goes
to Xander “I’m As Stupid As I
Look” Harris.
She retrieves a few envelopes and waves them in front of his nose.
CORDELIA (cont’d)
Read ’em and weep, creep. USC,
Colorado State, Duke…
XANDER
(seemingly humbled)
Wow. Those are great colleges. I
guess they must have seen a
different side of your father’s

money.

She hesitates, unable to come back at him with anything. As she shoves the envelopes back into her
bag, all she can offer is:

CORDELIA
Go away.
XANDER

Sure. If you’ll excuse me, I have
to get back to helping to save
lives. Carry on, I know you have
important accessorizing to do.

Xander heads for the exit and Cordelia watches him go. Her angry expression now tempered with
sadness and hurt.
EXT. ALLEY BEHIND CITY HALL/INT. VAN – NIGHT
An unmarked van pulls into the alley. A door slides open and Buffy, Willow and Angel get out,
carrying some cable and rigging. They approach the front passenger window where Giles is sitting;
Wesley, next to him, at the wheel.

GILES

Remember, if something should
go awry, Wesley and I will try to
create a diversion.

WESLEY

Let’s synchronize our watches. I
have exactly eleven six…

He stops when he notices Buffy, Willow and Angel holding up their wrists, illustrating that none are
wearing watches.

WESLEY (cont’d)
Yes. Typical.
WILLOW

Maybe we can just count one-one
thousand, two-one thousand…

GILES
Be careful. All of you.

Buffy nods as Angel pulls down the ladder to the fire escape and gives Willow a boost.
INT. LIBRARY – NIGHT
Oz sets up a small pedestal in the center of the room. He makes reference to some hand-written
instruction he holds, then places a ceremonial bowl on top of the pedestal as Xander enters with a
bag of stuff from the magick shop.

XANDER
Hey.
OZ

Hey. You got the goods?

Xander moves to him. Holds up bags, looks in them.
XANDER
Essence of Toad.
(holds up another)
Twice Blessed Sage… or maybe
that’s the toad.
OZ

We’d better be sure. Destroying
this box is supposed to be a
pretty delicate operation.
XANDER

Then they shouldn’t leave it in
the hands of the lay people.

OZ

Will’s got it pretty well laid out.

Xander gets a look at the instruction sheet Oz holds.
XANDER

Wow, she even drew helpful
diagrams. That’s the pedestal?

OZ

And all the ingredients. And us.
See. There’s me – and that’s you.

XANDER
How can you tell which is
which? They both look kinda
stick-figure-y to me.

OZ

That’s me. That’s my guitar, see?

XANDER
Oh. Got ya.

They both look at the picture for a beat. Appreciating the sweetness of it.

OZ
(proudly)
Nobody like my Will.
XANDER
No sir, there is not.

Another beat. Then they get back to work.
OZ
Okay. Toad me.

Xander hands over a bag.
EXT. CITY HALL ROOF – NIGHT
The three of them are crouched around a skylight, looking down.
THEIR P.O.V. – THE BOX, directly below them, sitting in the middle of a conference room table.
INTERNAL TIME CUT:

EXT. CITY HALL ROOF/INT. CONFERENCE ROOM – MINUTES LATER
The skylight now open, Angel helps Buffy into her rigging. Willow kneels, book in hand, following
instructions, as she sprinkles a fine POWDER down through the opening…
The powder settles on some invisible force field encircling the box, causing soft BLUE SPARKS to
shoot off it.
The sparks increase in intensity, as Willow begins her incantation:

WILLOW
(Latin)

Sis modo dissolutum exposco,
validum scutum! Diutius nec
defende a manibus arcam, intende!

(English)

Be now dissolved, I demand, o
powerful shield; no longer defend
the box from our hands. Hear us!
With a FLASH, the field vanishes and the powder falls onto the box and table.
EXT. CITY HALL ROOF – CONTINUOUS (NIGHT)
WILLOW
Oh, yeah, I’m bad.
BUFFY

Four stars, Wil. Now take off.

WILLOW
Taking off.

Willow crosses to the fire escape and climbs down as Buffy and Angel make their way to the lip of the
skylight.

INT. CITY HALL CONFERENCE ROOM/ROOF – NIGHT
Buffy appears at the TOP OF THE FRAME, slowly REPELLING down into the room.
PAN UP the cable attached to her and find Angel lowering her with a pulley system.
As Buffy’s feet are about to touch down on the table, she lets herself fall forward, effectively hanging
upside down. Inches from the box, she carefully moves to touch it, anticipating an alarm to be
triggered. She grips the box, lifts it off the table, and…
WHOOP WHOOP WHOOP (there it is!) AN ALARM BLARES!
BUFFY
Got it!

Angel starts to pull her up until…
THE RIGGING JAMS. Angel struggles with it as Buffy continues to hang upside down.

BUFFY (cont’d)
Angel?!
ANGEL
It’s jammed.

Buffy HEARS RUNNING FOOTSTEPS, approaching, GETTING LOUDER.

BUFFY

Like very much to come up now, please.

Now the JANGLE of keys, as the door is hurriedly unlocked.
BUFFY (cont’d)
Angel!
ANGEL
I know!

WHAM! Two VAMP-GUARDS BURST into the room and momentarily FREEZE at the sight of the strung
up slayer. After a moment of awkward silence…
BUFFY

Don’t suppose you want to help
get me down.

The vamps SNARL…

BUFFY (cont’d)
Didn’t think so.

and are about to lunge at her when…
ANGEL, lands, feet first, on the table in front of them. He gives one vamp a kick to the head, sending
him sprawling into the other.
He turns to Buffy, who, in one moves, tosses him the box, deftly PIVOTS her body right side-up and
unhooks herself from the cable.
Buffy and Angel square off with the vamps in a big-ass fight, all the while passing off possession of
the box.
Finally, Buffy manages to tip the huge conference table on top of the vampires. Angel grabs her hand
and they run out.
INT. CITY HALL HALLWAY – MOMENTS LATER (NIGHT)

The two of them careen around a corner and down the twisting hallway. After a beat, the vamp-
guards appear, in pursuit.

EXT. CITY HALL – NIGHT
Angel and Buffy emerge from the front entrance and immediately escape into the shadows. As they
hear the SCREECH of tires. They turn to see…
THEIR P.O.V. – THE VAN, peeling out with the vamp-guards running after it.
Diversion successful, Buffy and Angel retreat further into the darkness.
INT. CITY HALL CONFERENCE ROOM – A LITTLE LATER (NIGHT)
The Mayor, in street clothes, stands amid the debris, looking up at the shattered skylight, addressing
the two chagrined vamp-guards. He’s not happy.
MAYOR

Well, this is VERY unfortunate.
I just had this conference room
redecorated, for Pete’s sake. At
taxpayers expense!
He straightens a tipped over chair and slumps into it.
MAYOR (cont’d)
And, oh, yeah…
(losing it)
THEY’VE GOT MY BOX!
FAITH (O.S.)
Yeah. They do.
The Mayor swivels to see her standing in the doorway.
FAITH
But lookee what we got.

She roughly yanks a captured Willow into view. On the Mayor’s now pleasantly surprised expression
and Willow’s not-so-pleasantly fearful one…

BLACK OUT.

END OF ACT TWO
Act Three

INT. LIBRARY – NIGHT (PREVIOUSLY SCENE C)
Wesley, Giles, Buffy, Xander, Angel. All in mid freak. Oz totally silent, watching them.
In the midst of the room is a set up not unlike the living flame deal from ep 7: a small pedestal with
a bowl in middle, various herbs and magick crap sitting on it.
BUFFY

How did you — you — how did
this happen?
GILES

We thought she stayed with you.

ANGEL

They must have grabbed her
when she hit the ground. Buffy,

I’m sorry —

BUFFY

It’s nobody’s fault; we just gotta
focus and deal. Oz, I swear I
won’t let them hurt her.
XANDER
We go back. Full on assault.

GILES
They’ll kill her.
WESLEY

We’re assuming they haven’t already.

BUFFY

No. They know what she means
to us. She’s too valuable, and as
long as we’ve got the box —
(a thought)
The box. We trade.
WESLEY
We can’t.
BUFFY
(to Giles)

It’s the best plan, it’s the safest

way, right?
GILES
It might well be —
BUFFY

We call the Mayor, arrange a meeting.

WESLEY
This box must be destroyed.
XANDER

I need a volunteer to hit Wesley…

WESLEY

Giles, you know I’m right about this.

BUFFY

Wes, you want to duck and cover

at this point.
WESLEY
Dammit, you listen to me!
There’s balls in them thar twit. His voice has genuine authority.
WESLEY (cont’d)
This box is the key to the
Mayor’s Ascension. Thousands
of lives depend on our getting rid
of it. Now I want to help Willow
as much as the rest of you but we
will find another way.
BUFFY
There is no other way.
WESLEY

You’re the one who said take the

fight to the Mayor and you were
right. This is the town’s best
hope of survival — it’s your
chance to get out!
BUFFY

You think I care about that? Are
you made of human parts?

GILES

All right, let’s deal with this rationally —
Which naturally, sets every one off. They speak over each other, voices rising:

BUFFY

I can’t believe you’re taking his side!

GILES

Nobody said I was taking his side!

ANGEL
None of this is helping.
XANDER

I’m still for the “let’s hit Wesley”
movement, if anybody cares–

Wesley’s voice is the last heard:

WESLEY
Listen to you people! You’d
sacrifice thousands of lives —
your families, your friends? It
can all end right here! We have
the means to destroy this box–

Except that at this moment Oz calmly moves to the pedestal and very quietly and violently hurls it
across the room, causing emphatic breakage.
This shuts everyone up. When it’s clear he has everyone’s attention he turns to Buffy, effectively
giving her the floor.

BUFFY
Giles, make the call.
INT. CITY HALL VACANT OFFICE – NIGHT (PREVIOUSLY SCENE D)
PAN ACROSS the room, empty — save for a banged up desk and the dingy LAMP bolted to it — and
quiet — except for the occasional GRUNTING of
WILLOW, who struggles to unlatch a window that’s obviously sealed tight. Failing, she backs away,
eyeing the glass. Can she break it?
She crosses to the desk and begins pulling out drawers, looking for something, anything, to use.
Pulling too hard on one, the drawer falls to the floor, a few paper-clips, rubber bands and a pencil
spill out of it.
She continues looking until she HEARS someone UNLOCKING THE DOOR. One of the Vamp-guards
enters.

VAMP-GUARD
What are you doing?
WILLOW
Oh, um, just looking for a
sucking candy. My mouth gets

dry when I’m nervous, or held
prisoner against my will…

The guard licks his lips and moves in on her.

WILLOW (cont’d)
…and I’m suddenly thinking that
“sucking’s” not a good word to
use around vampires.

Terrified, Willow backs away until she’s pressed up against the wall. The vamp’s almost on her.

WILLOW (cont’d)
Hey, did you get permission to
eat the hostage? I don’t think so.
You’re going to be in some
trouble when the Mayor–

The Vamp-guard grabs her.

WILLOW (cont’d)
No!
VAMP-GUARD
Just a little taste.

Willow can feel his hot, stinky, undead breath. She closes her eyes tight. A moment later, behind
him, we RACK FOCUS to reveal
A PENCIL rising into frame, hovering in mid-air.
Willow opens her eyes, staring dead into his.
The pencil slams into his back. He explodes into dust, the pencil exploding with him. Willow stumbles
back, breathing hard, overwhelmed by what she just did. A moment of this, then she makes for the
door.
INT. HALLWAY IN CITY HALL – NIGHT
Willow runs to a door. It’s locked. She is forced to go down the lit hallway. She moves quickly but
casually, trying to look like she belongs there.
INT. HALLWAY OUTSIDE MAYOR’S OFFICE – NIGHT
Willow stealthily creeps through the hallway, then hears:
FAITH (O.S.)

They’re not going to be brain-
damaged enough to come back

here tonight.
Willow ducks into a darkened doorway and sees:
WILLOW’S P.O.V. – A SLIGHTLY AJAR DOOR with a NAMEPLATE reading “Mayor Richard Wilkins III”
suddenly opens. Faith and the Mayor appear.
MAYOR
Ever have a dog?
FAITH
What?
MAYOR
(rhapsodically)
I did. Rusty. Irish setter. Swell
little pooch. A dog’s friendship

is stronger than reason, stronger

than its own sense of self-
preservation.

He and Faith exit down the hall, the Mayor’s voice fading.
MAYOR (cont’d)
Buffy’s like a dog. And, hey,
before you can say “Jack
Robinson”, you’ll get to see
me kill her like one.

The coast clear, Willow crosses to…
INT. MAYOR’S OFFICE – NIGHT (PREVIOUSLY SCENE E)
Willow peers inside the sparsely lit office. Finding it vacant, she quickly slips inside, and almost
completely closes the door behind her.
Her eyes search the room, his desk. She notices the WOOD CABINET and carefully opens it, revealing
its macabre display. Willow stares at it all, dumbfounded.
WILLOW
Whoa.

In the midst of this, she notices a small LEVER in the inside of the cabinet. She reaches up to pull it
down and…
A PANEL in near the base of the cabinet falls open. Crouching down, Willow can make out the
bindings of FIVE LARGE BOOKS. Excitedly, she starts pulling them out, knowing she’s found…

WILLOW (cont’d)
(whispering to herself)
The Books of Ascension. Yay.

She immediately opens the tomes and scans its pages, absorbing whatever she can.
STEADICAM SHOT clears the opens door of the cabinet and finds Willow, seated in a chair, her back
to us, flipping pages. As we move closer…
NEW ANGLE on Willow’s face.

FAITH (O.S.)
Check out the bookworm.

Willow swings around to look up at…

WILLOW
Faith!
FAITH

Anybody with brains, anybody
who knew what was going to
happen to her, would be trying to
claw her way out of this place.
But, you, you just can’t stop
Nancy Drewing, can you?
She slams the open volume, narrowly catching Willow’s hand in it.
FAITH (cont’d)
I guess now you “know too
much.” And that kinda just
naturally leads to killin’.
As Faith takes a step closer, Willow looks increasingly worried.

WILLOW

Faith, I want to tell you something…

FAITH

Oh, yeah, please give me the
speech again: “Faith, we’re still
your friends, we can help you,
it’s not too late.”
WILLOW
It’s way too late.
Willow allows that to sink in, as Faith’s grin fades.
WILLOW (cont’d)
It didn’t have to be this way, but
you made your choice. I know
you’ve had a tough life. I know
some people think you’ve had a
lot of bad breaks, and that you’ve
hardened your heart to protect
yourself from the pain.
Faith softens, listening. Then Willow moves in and attacks.
WILLOW (cont’d)
Well, boo-hoo. Poor you. You
had a lot more in your life than
some people. You had friends
like Buffy. Now you’ve got no
one. And you were a slayer!
One of the Chosen. Now you’re
nothing. Just a selfish,
worthless, waste.

A beat. Faith punches Willow in the face, sends her flying back to the floor. Willow gets groggily back
up, holding her nose, tears streaming down her face.
FAITH

You try to hurt me, I try to hurt
you. I’m just a little more efficient.

WILLOW
And here I thought you just
didn’t have a comeback.
FAITH

You’re begging for some deep pain.

WILLOW
I’m not afraid of you.

Faith pulls out her new knife.

FAITH

Let’s see what we can do about that.

MAYOR (O.S.)
Girls?
Willow notices the Mayor standing behind Faith.

MAYOR (cont’d; O.S.)
I hope I’m not gonna have to
separate you two. Faith, you can

play with your new toy later.
Something’s come up…

Faith doesn’t move, her knife still held firm, glaring at Willow. She’s really going to do it.

MAYOR

Faith, you know I don’t like
repeating myself.
Another moment of consideration, then Faith complies.
FAITH
(sotto, to Willow)
I got someone. I got him.

She crosses away as the Mayor crosses in to Willow. He plops into an easy chair and grins at her.

MAYOR

I just received a heck of an
interesting phone call.

INT. CAFETERIA – NIGHT
Xander and Oz are checking the side doors — they’re locked. Buffy stands by the kitchen, facing the
front doors opposite her. Angel beside her with the box, Giles and Wes to one side.

OZ

The place is locked down,
except for the front.
XANDER
Gives me that comforting
‘trapped’ feeling.
BUFFY

One way out means one way in. I
wanna see them coming.

At that moment, the lights go out.

XANDER
I guess they’re shy.
ANGEL
I can see all right.

Xander and Oz pick up a couple of weapons, hang on the sidelines (opposite Wes and Giles.)
They wait.
ANGLE: THE FRONT DOORS
Swing slowly open as two vampires enter, steeping aside to allow the Mayor in. He is followed by
Faith, who holds Willow.
The two groups eye each other from across the room. They are laid out almost identically, chess
pieces waiting for the first move.
The Mayor takes a step forward — Buffy mirrors him.
MAYOR

Well, this is exciting, isn’t it?
Clandestine meeting by dark of
night, exchange of prisoners, I
just, I feel like we should all be
wearing trench coats.

BUFFY
Let her go.
MAYOR

Not till the box is in my hands.
(looking her over)
So you’re the little girl who’s
been causing me all this trouble.
She’s pretty, Angel. Little
skinny… Still don’t understand
why it couldn’t work out with
you and my Faith… Guess you
kinda just have strange taste in

women.
ANGEL
Yeah. I like ’em sane.
Faith grips the knife to Willow’s throat, pissed. Oz registers this.

OZ
Angel, chill.
MAYOR

Well, I wish you kids the best, I
really do. But if you don’t mind
a bit of fatherly advice, I, well
gosh I don’t see much of a future
for you two. I don’t sense a
lasting relationship, and not just
because I plan to kill the both of
you. You have a bumpy road ahead.

BUFFY

I don’t think we need to talk
about this.
MAYOR

You kids, you don’t like to think
about the future, don’t like to
plan but unless you want Faith
to gut your friend like a seabass
you’ll show a little respect for
your elders.
ANGEL

You’re not my elder. I gotta lot
of years on you.
MAYOR

And that’s just one of the things
you’re gonna have to deal with.
You’re immortal, she’s not. It’s
not easy. I married my Edna Mae
in aught three and I was with her
right until the end. Not a pretty
scene. Wrinkled and senile and
cursing me for my youth, it
wasn’t our happiest time.

Buffy and Angel both stare steely-eyed at the Mayor, neither admitting that he is making sense. He
moves slowly toward Angel.

MAYOR (cont’d)
(to Angel)

And let’s forget the fact that any

moment of true happiness will
turn you evil. What kind of life
can you offer her? I don’t see a
lot of Sunday picnics in the
offing. Skulking in the shadows,
hiding from the sun — she’s a
blossoming young girl! You
want to keep her from the life she
should have till it’s passed her by
and by God I think that’s a little
selfish. Is that what you came
back from Hell for? Is that your
greater purpose?

He’s face to face with him now, and dead serious. Nobody says anything. Angel stares at him but has
no comeback. Nor does Buffy. He’s hit the mark, and in front of everyone.

MAYOR (cont’d)
Make the trade.

Faith steps forward, bringing Willow. Angel steps past the Mayor and meets Faith in the middle. She
passes Willow off to Buffy and Angel hands her the box. Lots o’ eyeballin’.

MAYOR (cont’d)
Well, that went as smoothly as

could be —

BAM! The side door opens and Snyder strides in with two security guards. One locks the door behind
them as a third enters from the front and locks those doors.
The Mayor takes a step into the shadows.

SNYDER

Nobody moves. I knew you kids
were up to something.
BUFFY
Snyder, get out of here.
SNYDER

You’re not giving orders, young lady.

He goes up to Faith and takes to box. She looks to the Mayor, not sure what to do.

SNYDER (cont’d)
I suppose you’re going to tell me
I won’t find drugs in this box.
He hands it off to the guard with him. Faith pulls out her knife–
BUFFY
Wait.
FAITH
Boss?
MAYOR

Principal Snyder, I think we have

a problem…
Snyder reacts as the Mayor steps out of the shadows.
SNYDER

Mr. Mayor, I… I had no idea you
were — I’m terribly sorry.

MAYOR

It’s I who should apologize,
coming here at night, what
must you think…

Unnoticed by anyone, the guard opens the box.

MAYOR (cont’d)
See, I just needed to —
(sees the guard)
Oh. Don’t do that.
Everyone turns to look at the guard as he peers into the box.
A black spidery thing comes shooting out of it and attaches to his face. As he SCREAMS:

BLACK OUT.

END OF ACT THREE
Act Four

INT. CAFETERIA – MOMENTS LATER (NIGHT)
For a second nobody can move. The guard drops to the ground, spider on his face. The box also falls
to the ground, remaining open. A second later the spider skitters off the guard into the shadows, and
we see that it has taken the guard’s face with it.
The guard is very dead.

WESLEY
Oh, God.
XANDER
Where did it go?
SNYDER
(to the security guards)
Get that door open.
GILES
No! We can’t let that thing
out of here.
The guard fumbles for his keys, dropping them in his panic.
XANDER

I still want to know where it went…

BUFFY
Listen.

She cocks her head. Then slowly looks up.
ANGLE: POV OF THE CEILING
It’s too dark to see if there is something crawling up there.
CLOSE ON: THE MAYOR
As he took looks up at the ceiling. The spider lands full on his face.

FAITH
Boss!

She runs to him, wrenches the spider off his face and throws it to the ground. It skitters into the
corner where Wesley and Giles stand. They scramble to high ground.
The mayor stumbles back against the table, his face also having been ripped off.
A moment and it begins to reform.
ANGLE: SNYDER
Is staring at the Mayor as this happens. Snyder is completely wigged and takes a step back, unable
to speak.
ANGLE: THE CROWD
Are all still intense, looking around for the spider again, as we see in the f.g. the open box and
another spider crawl out, disappearing into the shadows unnoticed by anyone.
ANGLE: THE MAYOR
His face back on, he shakes off the experience and looks at the box.

MAYOR

I wouldn’t leave that open…

Buffy turns and dives for the box. Slamming it shut as the third spider is about to crawl out. She
severs two (spider)legs in the process. Almost in that instant the second spider drops on her back
from above. Without thinking Buffy throws herself hard onto the ground on her back squashing the
spider beneath her.
ANGLE: GILES AND WESLEY
Look below them for the first spider. Wesley is on the table by the wall. He looks down as the spider
climbs up the wall right beside his head.
ANGLE: FAITH
Seeing this she throws her knife directly at Wesley’s face. Wesley manfully screams like a woman and
ducks, the knife pinning the spider against the wall.
ANGLE: SECURITY GUARD
Finally gets the front door unlocked, the vampires bolt out taking the guard with them. Our gang is
still looking around.

OZ
Is that all of them?

ANGLE: THE MAYOR
Has taken the moment to grab the box. He holds it, ready to open it.

MAYOR

Not really. There’s about fifty
billion of these happy little
critters in here. Would you
like to see?
Buffy makes a move for him — and he cracks open the box.
MAYOR (cont’d)
Raise your hand if you’re
invulnerable… Faith. Let’s go.

Faith throws a glance back to:
ANGLE: HER KNIFE

Which is in the wall by where the white hats have congregated. She doesn’t want to let it go…

MAYOR (cont’d)
Faith!

But she does, following the Mayor out.
Everyone watches them go. Buffy looks over at Snyder, sees a man in mental crisis.

BUFFY

Snyder… you alive in there?
SNYDER

You… all of you… why couldn’t
you be dealing drugs like normal

people?!?

He takes off, distraught. Buffy crosses to the knife, past Willow who is being held by Oz. Buffy pulls
the knife out, looks at it.

WESLEY
(bitterly)
Well, that went swimmingly.

BUFFY
(looking at Willow)
We did all right.

INT. LIBRARY – NIGHT (SAME NIGHT)
Buffy and Willow sit on the counter. Buffy still has Faith’s knife. Giles hovers nearby, impatient with
their conversation.

WILLOW

So Faith is like, “I’m gonna beat
you up”, and I’m all “I’m not
afraid of you”, and then she had
the knife so that was less fun but
oh! I told her, “You made your
choice, Buffy was your friend…”

GILES

Yes, that’s fascinating. But let’s
get back to the point — you
actually had your hands on the
Books of Ascension?
WILLOW
Volumes one through five.
GILES

Is there anything you can
remember that might be
useful to us? Anything at all?

WILLOW

Well, I was in a hurry, and what
I did read was kind of involved.
If you ask me, it was way overwritten.

GILES
Oh.
WILLOW

There were a few pages that

looked interesting, but I didn’t
have time to read them fully.

She pulls ten or so torn pages out of her pocket, the personification of casual.

WILLOW (cont’d)
See what you can make of ’em.

Giles takes them eagerly.

BUFFY
(to Will)

This is your night for suave. You
should get captured more often.

WILLOW
No thank you.
WESLEY
Well, let’s hope there’s
something useful in them. The
Mayor has the Box of Gavrok.
As of now we’re right back
where we started.
(to Buffy)
Wouldn’t you say?

This registers with her.
EXT. SCHOOL – DAY
Buffy sits in contemplation (hopefully somewhere with a bit of elevation and/or a view of the town).
Willow joins her.

WILLOW
Deep thoughts?
BUFFY
Deep and meaningful.

Willow sits.

WILLOW
As in?
BUFFY

As in I’m never getting out of
here. I thought maybe if I stop
the Mayor… but… I’m kidding
myself. There’s always gonna be
something. I’m a Sunnydale girl.
No other choice.
WILLOW

It must be tough. I mean, cause
here I am, I can do anything I
want, I can go to any college in
the country, and four or five in
Europe if I want.
BUFFY
(somewhat appalled)
Please tell me you’re going
somewhere with this.

WILLOW
Nope.
She holds a letter of acceptance in front of Buffy’s face.
WILLOW (cont’d)
I’m not going anywhere.

Buffy takes the letter.

BUFFY
U.C. Sunnydale?
WILLOW

I will be matriculating with the
class of 2003.
BUFFY
Are you serious?
WILLOW

Say, isn’t that where you’re going?
Buffy throws her arms around Willow, tackling her with joy.
BUFFY
I don’t believe it!

She stops, sits up again.

BUFFY (cont’d)
What am I saying? You can’t.

WILLOW
What do you mean, I can’t?

BUFFY
I won’t let you.
WILLOW

Of the two people here, which is
the boss of me?
BUFFY

But there’s better schools —
WILLOW

Sunnydale’s not bad. And I can
design my own curriculum.

BUFFY

There’s safer schools. There’s
safer prisons. I can’t let you stay
here because of me.
WILLOW

Actually, this isn’t about you.
Although I’m fond, don’t get me
wrong, of you. The other night,
getting captured and all, facing
off with Faith… things just got
kind of clear. I mean, you’ve
been fighting evil here for about
three years, and I’ve been helping
out some, and now we’re
supposed to be deciding what we

wanna do with our lives and I
realized that’s what I want to do.
Fight evil. Help people. I think
it’s worth doing, and I don’t
think you do it ’cause you have
to. It’s a good fight, Buffy, and

I want in.

Buffy looks at Willow a moment.

BUFFY
I kind of love you.
WILLOW
Besides, I’ve got a shot at
becoming a bad ass wicca,
and what better place to learn?

BUFFY

I feel the need for more sugar than
the human body can handle.
WILLOW
Mochas?
BUFFY
Yes please.

They rise, start to walk off.

BUFFY (cont’d)
It’s weird. You look at
something, you think you know
exactly what you’re seeing, and
then… you find out it’s
something else entirely.
WILLOW
Neat, huh?
BUFFY
Sometimes it is.

INT. DRESS SHOP – NIGHT
Cordelia stands before a mirror, holding a lovely dress up in front of her, posing dreamily. Then, an
older, matronly store MANAGER with to much make-up appears over her shoulder.

MANAGER

Chase, what are you doing? Your
break’s been over for ten minutes.
I still need you to restock the
shelves and sweep out the storage

room. Let’s go!

Cordelia nods and the Manager moves off. She looks unhappily at her reflection for another few
moments then picks up a box and heads for the storeroom.
EXT. GRAVEYARD – NIGHT (PREVIOUSLY SCENE F)
Buffy rests in Angel’s arms as they lean up against a large gravestone. Both are a tad troubled, and
at great pains to avoid admitting it.

BUFFY

It’s gonna be fun. Will and I are
gonna go visit the campus

together on Saturday. I’m hoping
Mom’ll let me live on campus —
it’s too far to go home every
night, plus the lack of cool
factor… either way I’ll be close to

your place…

She smiles at him. He smiles back, kisses her. Still something missing, though.

BUFFY (cont’d)
I don’t know what that stupid
Mayor was on about; talking
about our relationship like he
knows anything about us.
ANGEL
Well, he’s evil.
BUFFY

Big time. He doesn’t know what
a lasting relationship is.
ANGEL
No.
BUFFY
Probably the only lasting
relationship he’s ever had is
with… with Evil.
ANGEL
Yeah.
BUFFY

He sure doesn’t know you…
stupid evil guy… We’ll show him.

ANGEL
We will.

She snuggles deeper into his arms, facing away from him. Worry on her face, that matches his own.
BLACK OUT.

END OF SHOW

Transcripts

Buffy runs onto a playground in the park being chased by two flesh colored demons, nasty twisted face, no mouths, you
get it. She trips on the edge of the swing set and falls to the ground. One of the creatures looms over her. She snap kicks
its leg knocking it into the pole of the swing set. She rolls to her feet. It turns to her. Roundhouse to the face and it drops.
She pulls out a knife.
BUFFY You demons can’t resist a run and stumble, can you?
She throws the knife down at one of the creatures and it — catches it. The other one grabs her from behind. She twists out
and chucks it into the swing set pole. Both demons get up, one right in front of the other and face off with her. The first
ducks and the second throws her knife back at her. She catches it. The first demon rushes in to attack. Swift kick to the
stomach and Buffy chucks in over her shoulder onto a picnic table. Then a straight stab down into its heart with the
knife. The second demon runs off as the first grumbles and dies. Buffy yanks the knife back out and turns.
BUFFY One down, one… gone.
Camera moves from shot of the retreating demon to Buffy’s hand, the back covered with a strange glowing substance.
The substance fades into her skin unnoticed. Camera moves over to the dead demon’s body, showing that the glowy stuff
is the demon’s blood.

CREDITS ROLL
**** ACT ONE ****

Opening shot of Sunnydale High on a school day morning.
Cut to Willow and Buffy walking into the library.
WILLOW So scabby demon got away?
BUFFY Scabby demon number two got away. Scabby demon number one, big check in the slay column.
WILLOW I don’t like this whole no mouth thing. It’s disquieting.
BUFFY Well, no mouth means no teeth. Unless they have them somewhere else…
They sit down at the main table where Xander and Oz already are. Giles comes out of his office nearby.
GILES Here we go, we’ve been researching the, uh, mayor’s forthcoming ascension.
OZ It’s pretty riveting stuff.
BUFFY What do we know?
XANDER What don’t we know. Tell her Giles.

GILES Based upon the supposed date, graduation day, and the mayor being impervious to harm, I’ve cross referenced-
XANDER He’s a cross-referencing fool.

GILES And I’ve eliminated several possibilities. It’s not the ritual flaying of the demon Azarath nor the, uh … I don’t
know what’s going to happen.
OZ That was kind of an anti-climax.
BUFFY We don’t know anything? The whole fake Angel thing was for nothing?
GILES No, no, no. If nothing else Angel’s charade has brought Faith’s treachery to the open and this information on the
ascension will prove useful eventually, I just need to put it together. We see Buffy scratching at her hand as Wesley
enters, looking dapper as ever.
WESLEY Terribly sorry, I was detained. Official counsel business. Mr. Giles, you were speaking?
GILES I was just filling Buffy in on my progress regarding the research on the acension.
WESLEY Oh, and what took up the rest of the minute?
GILES Touche. Of course, my work is un- official. I’m sure, however, with the resources of the council at your disposal,
you will have something to add.
WESLEY Well, I am pleased to state, with certainty, that the demon Azarath will not in any way be involved… The
whole gang, minus Giles gets up and heads out of the library, leaving Wesley standing at the head of the table.
WESLEY I’m sure we’ll find out more soon.
GILES Demon Azarath?
Cut to Buffy and Willow in the school hallway at Willow’s locker.
WILLOW So have you talked to Angel lately?
BUFFY Not really. Seeing him bad, even pretend bad, and with Faith…
WILLOW He only kissed her for the greater good.
BUFFY I don’t know. To the naked eye it looked like fun. Or maybe it wasn’t. Maybe he wasn’t even tempted. I just wish
I could be sure.

WILLOW As always, I advise you to ask.
BUFFY Think he’d tell me?
RANDOM STUDENT Hogan! Cut to Percy walking towards Willow and Buffy with Hogan, who, like Percy is wearing
a letterman’s jacket. Student goes up to Hogan and shakes his hand.
RANDOM STUDENT Great game man. Xander joins Buffy and Willow.
XANDER Hogan Martin thinks he’s sooooo hot. Like we should all be awed by him cuz he can put a ball in the net.
HOGAN Hey Xander.
XANDER He said my name! He knows my name!
PERCY Hey Will. Hogan and Percy stop at the Scooby Gang.
WILLOW Hi.
PERCY Um, look, I can’t make the study session after school. Ummmm, can we do it 5th period?
WILLOW Ok. Did you finish the reading?
PERCY Most of it.
WILLOW (in school teacher, un-approving type voice) Percy.
PERCY I’ll finish it at lunch.
WILLOW That’s my litttle trooper
HOGAN I don’t know what you’re doing to him. I actually heard him complete a sentence. It had a clause and
everything.
PERCY You’re watching the game, right?
WILLOW Wouldn’t miss it!
XANDER See ya Hogan. The basketball guys leave. Xander leaves too, heading down the hall the opposite way. Buffy
and Willow walk together.
BUFFY You’re going to the game? I didn’t know you liked basketball.
WILLOW I didn’t either. But I really started getting into it. Especially now that we’re in the championship. It’s so
exciting. Too bad you’re patrolling, we’re all going. Oz, Xander, everybody. Willow turns and heads off to class.
BUFFY Great, everybody who isn’t currently Buffy. Buffy scratches her hand again.
Cut to the library office with Giles. Giles has his nose buried in a tome.
GILES You touched one of the demons? Buffy examines her hand under a magnifying lamp.
BUFFY A good touch, not a bad touch. Anyway, it’s been itching like crazy. (she switches off the lamp and swings it
aside) No big, just another problem for the good people at Lubriderm, right? Giles finds a picture of the demon. He set
the book down in front of Buffy.
GILES That’s the demon in question?
BUFFY In the disgusting flesh.
GILES Hmm. He picks the book back up and steps away from her, reading it.
BUFFY What?
GILES It says they can infect the host.
BUFFY Infect? Infect? Giles is still reading.
BUFFY GILES! INFECT?!
GILES Oh um, infect the host with an aspect of the demon. That’s all it says. BUFFY An aspect of the demon?
Buffy grabs the book from him. Looks at it intently.
GILES It’s rather terse isn’t it?
BUFFY You mean like a part of it?
GILES There could be any number of explainations for your hand. A new fabric softner can cause irritation. In any case,
I would advise not to attempt to track the one that got away. Let’s minimize your exposure.
BUFFY Part of the demon? I hope it’s not the outside part.
Cut to the ouside quad. Cordy and some other cheerleaders are leading a rally for the basketball team. The gang is sitting
on a bench off to the side.
CHEERLEADERS H. O. G. A. N. It’s Hogan. Goooo, Hogan. Everyone claps and cheers as Hogan steps out.
BUFFY Is it me or is this really lame?
OZ I don’t know. I usually enjoy lameness, and this is leaving me kinda cold.
WILLOW (reading the school newspaper) Well, according to Freddy’s latest editorial, ‘the pep rally is a place for
psuedo-prostitues to provoke men into a sexual frenzy which, when thwarted, results in pointless athletic competition.’
XANDER And the downside being?
WILLOW The school paper is edging on depressing lately. You guys notice that?
OZ I don’t know. I always go straight to the obits.
Willow notices Buffy running her hands over her hair.

WILLOW What are you doing Buffy?
BUFFY Nothing… Checking for horns. Buffy hops off the bench away from them. Willow quickly goes after her and
they stop to talk a short distance away from Oz and Xander who still watch the rally.
WILLOW Ah, you know, Buffy, I don’t even think Giles is right about you becoming like a demon. I mean he’s totally
burnt. You know, dealing with faith and this ascension thing. Between you and me, he’s not doing his best work.
BUFFY What if he is right? I’m suddenly going to grow this demon part and we don’t even know what it is. It could be
claws or scales… Willow’s expression turns shocked.
BUFFY What?
WILLOW Was it a boy demon?
Cut to cheerleaders.
CHEERLEADERS T. O. M. It’s Tom. Goooo Tom.
Cut to Oz and Xander on the bench.
XANDER They really are very good!
OZ Their spelling’s improved.
XANDER You know Oz, I look at all this beauty, all these healthy young woman and I wonder why I ever wasted my

time on Cordelia. I mean, look at her. She’s no better looking than the rest of them. OZ None of them are really my-
XANDER Oh my God, he’s looking at her! Xander sees Wesley a distance away on the stairs, staring at Cordelia in awe.

XANDER He’s got his filthy adult Pierce Brosny eyes all over my Cordy. Wesley shakes his head and continues up the
stairs.
OZ You’re a very complex man, aren’t you? Back to Will and Buffy….
BUFFY It’s just I’m scared Will. There’s this thing in me and I can’t find it. I can’t stop it. What if it changes me. Not just
the way I look. All of a sudden I could be something that’s not me anymore.
CHEERLEADERS 7. 8. P. E. R. C. Y. It’s Percy. Gooo Percy.
WILLOW (looking away from Buffy and at the cheerleaders) Yeah, woo hoo!…sorry, they spelled Percy, and, and, I
have to show support-he’s needy. But I heard what you were saying, really. And I would be frightened too, but I’m sure
you’re gonna be okay.
Dissolve to Buffy walking down the sidewalk at night. She stops and pulls out her compact mirror, takes a look.
BUFFY Still gotta mouth. She turns and is startled by Angel standing right behind her.
ANGEL Sorry.
BUFFY It’s okay. I didn’t see you so I should have known you were there. What are you doing here? A
NGEL It’s a dangerous time. You know, with Faith.
BUFFY Yeah….Faith. She…well… Faith, what can ya say about her? They walk together.
ANGEL I just wanna make sure you’re, you know, ok. That you’re, safe. She stops and faces him.
BUFFY And the fact that you’re right here, does that mean Faith’s around? Are you keeping me safe by tracking me, or
are you tracking her?
ANGEL I’m tracking you. Something’s bothering you.
BUFFY A lot of things. They start walking again.
BUFFY The most recent being this demon. Actually, two. I touched one of them and now I’m gonna get a big case of the
bumpies, or a tail, or something.
ANGEL An aspect of the demon.
BUFFY You know the drill.
ANGEL By rumor. That doesn’t mean anything. I mean, sometimes demons, they just exagerate their power.
BUFFY Demon hype. Maybe not. I spend all my time in the dark here anyway. It’s not like I’d be at a gain you know
with my friends where someone could see me and my new monster part. Angel grabs her arm and pulls her around to
face him.
ANGEL Hey, I won’t let anything happen to you if I can help it. No matter what, I’ll always be with you. Hey, I’ll love
you even if you’re covered with slime.
BUFFY I liked everything until that part.
Cut to the school the next morning. Willow, Oz and Xander are excitedly entering the lounge area.
WILLOW Could you believe it? Right at the buzzer. Three points for the win. They all sit down.
OZ It was intense.
XANDER Yeah, for a minute there I thought you’re gonna make an expression. OZ Well, I felt one coming on. I won’t
lie.
WILLOW Man, I’ve never seen anyone jump like Hogan Martin. They should call him — the jumper.

XANDER Or a name that isn’t an article of women’s clothing. Hey, remember when-
WILLOW Shhh…. Xander shuts up as Buffy approaches the group.

BUFFY Hmmm… quietness. We either lost, or we won and you don’t want me to feel bad.
WILLOW Well, yeah it wasn’t a really good game.
XANDER Yeah tall hoops, with thin tall guys. What’s the point? Cordelia walks up to get something off a table nearby.
OZ Pretty dull.
CORDELIA Are you guys crazy? That was an incredible game! I’ve never cheered so hard in my life. I still have knee
marks on my back. (off their looks) From the pyramid.
WILLOW Yeah, well, I still bet patrolling was way better cause, wow, important.
BUFFY Well I thought I saw a four legged demon. But it was just a dog.
OZ A weredog?
BUFFY Regular
XANDER Tough luck. Xander looks at Cordy talking with her friends.
XANDER (V.O.) I wonder if she and Wesley have kissed.
BUFFY It really bugs you huh?
XANDER What? BUFFY Cordelia and Wesley, smooching.
XANDER Man, you read my mind. Slow zoom in on Buffy as she realizes what just happened.

**** ACT TWO ****

Buffy walks down the school hallway, in her own world. She bumps into a teacher.
MR. BEECH Ooo, whoa there. You watch where you’re going now.
BUFFY I’m sorry Mr. Beech, I will.
MR. BEECH (V.O.) (as he walks away) Students. If we could just get rid of all the students.
Buffy continues down the hall. Students thoughts assail her.
GEEKY MALE STUDENT (V.O.) When I’m a sophomore jillionaire and you’re all flipping burgers. Who’s the loser
then…
FEMALE STUDENT (V.O.) ‘Maybe I’ll take french, I said. How hard can it be, french babies learn it.’ IDIOT!
SOME STUDENT WITH BAGGY PANTS (V.O.) I swear, someday my pants are gonna fall right off.
ANOTHER MALE STUDENT (V.O.) Buffy is so beautiful. She stops, gives a furtive glance at the guy.
ANOTHER MALE STUDENT (V.O.) I mean, look at that body. She raises her arm to shield a blush.
ANOTHER MALE STUDENT (V.O.) God, I would love to shove her against that locker right now and just oooh. She
mentally freaks and hurries past. She almost bumps into another guy who looks at her. We don’t hear his thought but she
breaks into a run.
Cut to Buffy talking to Giles in the library.
BUFFY Is this the thing? The aspect thing? Because I gotta say, if it is, it is way better than a tail. I mean, I have a hard
enough time finding jeans that fit right.

GILES Buffy, slow down. I’m not even convinced that this is genuine mind reading. You’re most likely projecting your-
BUFFY When I walked in a few minutes ago, you thought ‘Look at her shoes. If a fashion magazine told her to, she’d

wear cats strapped to her feet.
GILES I…um… GILES (V.O.) The demons are telepathic. I should have known. That’s why they didn’t need mouths.
GILES Of course, demons are telepathic!
BUFFY I know, you just told me. That’s why they dont need mouths. And you should have known.
GILES This is astounding.
BUFFY It was happening out in the hallway. Principal Snyder has Walk Like an Egyption stuck in his head. And the
boys at this school are seriously disturbed. It’s wierd, but Giles, think about it. Think about what I could do.
GILES It could be very useful. You could anticipate your opponent’s every move. Turn his plans against him.
BUFFY Oh, way better than that. Cut to Buffy in literature class.
BUFFY Jealousy! Willow is seated to her right, with Xander behind her. Nancy, annoying miss-know-it-all is to Buffy’s
left. The teacher walks around the room.
TEACHER Buffy. Right. Very good.
NANCY (V.O.) I knew that.
TEACHER Jealousy clearly is the tool that Iago uses to undo Othello. But what’s his motivation? What reason does Iago
give for destroying his superior officer?
NANCY (V.O.) Cassio has my place. Twix my sheets, he’s done my office.
BUFFY Well, he was passed over for promotion. Cassio was picked instead and people were saying that Othello slept
with his wife.
WILLOW (V.O.) Buffy did the reading? Buffy understood the reading?
XANDER (V.O.) When did she study? Was I supposed to study? Ms. Murray’s kinda hot.
NANCY (V.O.) I was gonna say Cassio. Uh, I hate her.

TEACHER Any other reason.
NANCY (blurting out) Race!
TEACHER Uh… good Nancy. Can’t overlook that. Boy sitting at Willow’s right,
FREDDY (V.O.) Look at them, scrambling for the teacher’s praise like pigeons for thrown bread crust Buffy turns.
BUFFY (whispering) Will, who’s that guy.
WILLOW That’s Freddy Iverson. He writes those editorials for the school paper. He’s sardonic.
FREDDY (V.O.) Bread crusts. That’s deep. I should write that down. Buffy turns and looks back at the teacher, now at
the front of the room.
TEACHER There’s something else at work here.
BUFFY Well, he, um, he sort of admits himself that his motive are… spurious! He, um, he does things because he, he
enjoys them. It’s like he’s not, he’s not really a person. He’s a, the dark half of Othello himself.
WILLOW (V.O.) Huh…
XANDER (V.O.) Woah! The teacher steps out from behind her desk and approaches Buffy.
TEACHER Buffy. Really. Very astute. I said something quite like that in my dissertation.
BUFFY I know. Uh, I mean… I agree. With that.
TEACHER Yes, and doesn’t that also explain Othello’s readiness to believe Iago. Within seconds he turns on
Desdomona. Camera moves in on Buffy as the teacher speaks.
TEACHER He believes that she’s been unfaithful. And we’re all like that. We all have our little internal Iagos, that tell us
our husbands or our girlfriends or whatever, don’t really love us. But you never really see what’s in someone’s heart.
The classroom scene fades to Angel walking toward his draped over doorway. Buffy opens the drapes. Angel brings up
his arm, shielding himself from the daylight.
BUFFY Oooh sorry. Sorry about the daytime. I just ducked out of school and that’s when they have it. They head into
the main room.
BUFFY Um…you look good. I mean, I, I know I saw you last night, but sometimes things can change really quick. They
sit down on the couch
BUFFY I mean really quick. Listen to me. I’m talking like Faith His eyes snap to hers, then he looks down again.
BUFFY You know, not that she was so bad to have around… You know, before the evil… You know, I think she was

hurting a lot. And some people, protective type people, might be drawn to that I guess… Well, the thing about Faith-
ANGEL You can’t get into my mind.

BUFFY How did you…why not?
ANGEL It’s like the mirror. The thoughts are there, but they create no reflection in you. You got the aspect of the demon.
BUFFY Yeah, Giles doesn’t know how long it’s gonna last. It’s OK, a little headachy, but…
ANGEL You don’t have to play games with me Buffy. Ever.
BUFFY Well, you’re not exactly Joe-here’s- what-I’m-thinking.
ANGEL So ask me.
BUFFY Oh, but that woulda made sense.
ANGEL What do you wanna know about? Faith? How I felt kissing her, pretending to have no soul? Watching you
suffer?
BUFFY Well, since you bring it up…
ANGEL I hated hurting you, more than I could stand.
BUFFY Look, the thing about Faith, I’d understand. You know, she has, you know, that whole bad girl thing working for
her.
ANGEL Kissing her meant nothing. I don’t want a bad girl. I’ve done that before. I’ve lived a long time Buffy, and I’m
past that. I’ve been with dozens of girls like her. More.
BUFFY Oh this honesty stuff is funnn.
ANGEL I mean, there’s no comparison. In two-hundred-forty-three years, I’ve loved exactly one person.
BUFFY Ohh…it is me right?
ANGEL Next time, just ask.
BUFFY Ok.
ANGEL And Buffy, be careful with this gift. A lot of things that seem strong and good and powerful, they can be
painful.
BUFFY Like say, immortality?
ANGEL Exactly, I’m dying to get rid of that.
BUFFY Funny.
ANGEL I’m a funny guy.
Cut to the library where Willow,
Oz, Xander, Cordelia, Buffy, Giles and Wesley are gatherd around the table.

XANDER She can read our minds? Our every impulse and fantasy.
BUFFY Every one.
XANDER (V.O.) Oh god.
CORDELIA (V.O.) I don’t see what this has to do with me.
CORDELIA I don’t see what this has to do with me.
WILLOW Well, I think it’s great. Right? I mean, you enjoy your other slayer powers.
BUFFY Yeah, and it’ll be fun. Did you see Nancy Doyle’s face in English Class today?
WILLOW Yeah, she’s supercompetitive, and you really showed her.
WILLOW (V.O.) She’s hardly even human anymore. How can I be her friend now? She doesn’t need me.
BUFFY No! I do need you.
CORDY Ok, what are you talking about? Because you are soooo creepy right now.
GILES Um…I think there must be some precedence for occurrences such as this. Uh, I’ll research it. Wesley, can you
give me a hand?
WESLEY Of course. Where do you think we should start?
OZ (V.O.) I am my thoughts. If they exist in her, Buffy contains everything that is me and she becomes me. I cease to
exist.
OZ Hmm…
XANDER (V.O.) What am I gonna do? I think about sex all the time! Sex! Help! 4 times 5 is thirty. 5 times 6 is 32.
Naked girls. Naked Women! Naked Buffy! Oh stop me!
BUFFY God Xander! Is that all you think about?
XANDER Actually… bye. Xander runs from the library.
WESLEY Xander has just illustrated something. Chances are, you’re all going to be thinking whatever you least want
Buffy to hear. It’s a question, of course, of mental discipline.
GILES He’s right. There are…
WESLEY (V.O.) Look at Cordelia. No! Don’t look at Cordelia! She’s a student! Oh I am a bad man. I’m a bad, bad man!
Buffy gazes intently at him.
WESLEY Excuse me. Wesley exits into Giles’ office.
WILLOW What’s it like Buffy?
BUFFY I don’t know. It’s a little wierd. But… Look, please, don’t for a second think that I don’t need you, because I do. I
want to share this with you. It’s like all these doors are opening to all these little worlds, and I can just walk right inside.
OZ (V.O.) No one else exists either. Buffy is all of us. We think. Therefore, she is.
WILLOW (V.O.) She knows so much. She knows what Oz is thinking. I never know that. Before long, she’ll know him
better than I do.
BUFFY No, don’t think that.
WILLOW I can’t help it Buffy. I’m sorry, I just can’t. Willow gets up and runs from the library.
OZ If you don’t need me, I’m gonna follow the red-head. Oz leaves also.
BUFFY (to Giles and Cordelia) Guess I won’t be writing that book, ‘Gaining Friends through Telepathy.’
CORDELIA (V.O.) Whatever. I wonder when I can go.
CORDELIA Whatever. Can I go?
WESLEY (sticks his head out of the office) Excuse me. Can you hear me thinking in here? I could go out into the hall.
BUFFY You know what? You stay. I’m getting a headache. I’ll go. Buffy grabs her stuff and exits. Dissolve from
concerned Giles to Buffy walking down the crowded hallway. She hears numerous thoughts all run together.
THOUGHTS (V.O.) She is so hot! I hate my body. No one is ever gonna love me. What if I never get breasts? I can’t
beleive the test is today. He has the cutest butt. She passes Nancy.
NANCY (V.O.) Hmph, I hate her.
Cut to Giles and Wesley in Giles’ office.
GILES Here. It’s happened before. A man in Ecudaor. Quite recently.
WESLEY Can we contact him?
GILES I’d say not. He can’t communicate with anyone.
WESLEY Dead?
GILES No, he’s in complete isolation. The power — he can’t shut it off.
Cut to Buffy standing along the serving line in the cafeteria. Jonathon is next to her in line. The cacophony of thoughts
continues.
THOUGHTS (V.O.) It’s gotta get better. Please tell me it gets better. I hate school.
JONATHAN (V.O.) Am I normal?
JONATHAN Are you through with the mashed potatoes? Buffy looks at him.
JONATHAN (V.O.) She doesn’t even know I’m here. Look at everybody, none of this matters. Buffy steps away from
him to walk into the cafeteria.

THOUGHTS (V.O.) Come on! Come on! She’s a loser. She has the sweetest face I’ve ever seen. Oh my god, quiet down.
If I stand just in the right spot, I can probably see into the arm hole of her top.
All the voices blend into incomprehensable din as Buffy walks through the center of the cafeteria with her tray.
Suddenly, the voices all stop.
EVIL VOICE (V.O.) This time tomorrow, I’ll kill you all!

**** ACT THREE ****

Buffy stands in the center of the cafeteria in lunchtime swing. Everything silent. Her tray slips from her hands. It
smashes and silverware clanks as it hits the floor. Everyone claps and laughs. The thought voices come pouring back.
She runs over, grabs a student, looks at his face.
STUDENT (V.O.) She’s gone nuts. She turns and grabs another girl walking by.
GIRL (V.O.) I hate being here. She grabs and looks at more people as the thoughts blare. She grabs and looks at
Jonathan. J
ONATHAN (V.O.) She touched me.
She turns away from him, looking around at all the students. Thoughts, thoughts, thoughts. She puts her hands to her
ears, trying to block them out. The camera spins dizzily. Buffy lets go of her ears and drops to the floor unconscious.
Black.
Fade up on Willow, Xander, Cordy, Giles and Oz looking down at the camera, trees in the background above them.
WILLOW (V.O.) I think she’s waking up now.
OZ (V.O.) She’s ok.
GILES (V.O.) Oh thank god!
XANDER (V.O.) Her eyes are opening.
CORDELIA (V.O.) I’m cold.
GILES You alright?
CORDELIA I told them not to move you. They probably severed your spinal cord.
BUFFY I’m ok. Buffy sits up.
GILES Buffy… Giles holds onto her.
BUFFY No really. I’m OK. Listen, there’s a killer in the cafeteria.
XANDER See, I’ve been saying for years that the lunch lady’s gonna do us all in with that Mulligan Stew.
CORDELIA (hits him on the arm) Xander.
XANDER I mean, what the hell’s a Mulligan?
BUFFY Someone was thinking about it. They thought ‘This time tomorrow, I’ll kill you all.’ I have to find them. Giles
helps her up.
GILES Well, did you, uh, recognize a voice?
BUFFY No. WILLOW Boy or girl?
BUFFY I don’t know. I mean, it was hardly human. It was full of so much anger and pain. She starts to walk away from
them. The cacophony of their thoughts intrudes.
THOUGHTS (V.O.) Annoying. It builds and she stumbles back. Giles keeps her from falling.
GILES Buffy, count.
BUFFY No, I have to find them.
XANDER Yeah, I mean, who hasn’t just idly thought about taking out the whole place with a semi-automatic? Everyone
stares at Xander.
XANDER I said idly.
BUFFY I know the difference. He… she… whoever, they meant it. They’re gonna do it.
GILES (V.O.) She looks so tired.
WILLOW (V.O.) How horrible.
CORDELIA (V.O.) I’m not getting any warmer.
XANDER (V.O.) I bet it was Hogan.
OZ (V.O.) Who could it be?
BUFFY (grabbing her head) Shut up!… Uh, I’m sorry. I, it’s just, can you guys not think so loud? Or, so much…
GILES Buffy, you should go home. I, I’ll take you home.
BUFFY Yeah, ok, wha-No! Look, I need you guys to go back to the cafeteria. Make a list of everyone who’s there. We
have to find the killer before lunch tomorrow.
WILLOW We’ll do it Buffy. A list of all the students.
BUFFY Yeah. Nancy was there. She’s scary. And, uh, oh teachers too. Mr. Beech, he thought something about getting rid
of all the students.
GILES Come on. Giles helps her away and the group walks the other way.

BUFFY I can’t shut it out Giles. It’s like this invasion of my head. It’s like there’s these strangers walking around in there.
It’s just a… Look at this, I can’t even be around people anymore. Not that they’re really clamboring to be near me
anyway. Even you.
GILES I’m sorry Buffy. It’s hard for all of us. Wesley and I are, are looking for a way to help.
BUFFY I’ll be okay right? I mean, even if you can’t get rid of it? They reach the passenger side of Giles’ car.
GILES You’ll be fine. I promise. He steps away from her.
GILES (V.O.) If it doesn’t go away she’ll go insane. Buffy stops dead in her tracks, shocked at Giles’ thoughts.
Cut to Oz, Willow, Cordy and Xander sit in the library at the table. Willow has the list.
WILLOW I think we have everyone that was in the cafeteria. I’ll do some computer work. Match it against the FBI
mass- murderer profiles. See if maybe we can rule some people out.
XANDER I’m still having trouble with the fact that one of us is just gonna gun everybody down for no reason.
CORDY Yeah, because that never happens in American High Schools.
OZ It’s bordering on trendy at this point.
WILLOW Besides which, Sunnydale High, center of evil and all that. Let’s get to work. We have till lunch time
tomorrow. We hope.
Cut to Buffy at home in bed. Joyce folds her blanket over.
JOYCE There, you look better already.
BUFFY Thanks mom. Joyce speeds out into the hallway.
JOYCE I’m uh, I’m just going to get you another pillow.
BUFFY I really don’t need one. Joyce comes back in with the pillow.
JOYCE But you need another blanket.
She sets the pillow on the bed, turns back again.
BUFFY Uh, mom, I’m fine. Joyce grabs the blanket, comes back in.
JOYCE How about, some soup? Chicken and stars. She sets the blanket on the bed.
BUFFY Mom, please, just come sit with me. Joyce fidgets and steps back from the bed. J
OYCE I’ve uh, I’ve got laundry.
BUFFY Why are you…? (she bolts up in bed) You had sex with Giles?!
JOYCE (gasps)
BUFFY YOU HAD SEX WITH GILES?!
JOYCE (turns to hurry out of the room) It was the candy! We were teenagers!
BUFFY On the hood of a police car?!?
JOYCE (stops just outside the room looking back) I’ll be downstairs. You feel better. (she hurries away)
BUFFY (calling after her) TWICE!!!!
Cut to Oz, Xander and Cordy at the counter in the library. Willow is behind the counter.
WILLOW Okay, I’ve taken our list and narrowed it down to a dozen strong suspects. Here are your personalized
assignments. She starts handing out worksheets.
XANDER Ooo, I was hoping there’d be assignments.
CORDY I think I should work with Wesley.
XANDER You have no shame.
CORDY Oh please, like shame has something to be proud of
. WILLOW Be quiet! (off their looks) Sorry, but, but this is important. Talk to everyone on your list. And use the sample
questions. They look over the sheets as Willow eyes them.
WILLOW Today people! The three go to exit the library.
WILLOW Oh! Write neatly. And, and label your worksheets. Time
cut to Will in the library interrogating Jonathan.
WILLOW Fantasy’s are fun, aren’t they Jonathan?
JONATHAN Uh… I guess.
WILLOW We all have fantasies that we’re powerful, more respected. Where people pay attention to us.
JONATHAN Uh… maybe.
WILLOW But sometimes the fantasy isn’t enough, is it Jonathan? Sometimes we have to make it so people don’t ignore
us. Make them pay attention. You know what I’m talking about, don’t you?
JONATHAN Em, you… Want me to pay attention? Willow looks a little flustered.
Cut to Oz talking to Hogan outside at the basketball hoop. He sinks a basket.
HOGAN This is for the yearbook?
OZ Yeah. Personality profile.
HOGAN Can you ask it again?
OZ Sure. Do you ever feel that you’ve created a false persona for yourself, ‘the guy who does everything right,’ – and
how much of a strain does it put on you to maintain it?

HOGAN Uh, wow, I guess… Moderate strain. Is that a good answer? I want to get this right.
OZ Yeah, that’s good.
Cut to Cordy walks up to Mr. Beech in his classroom as he erases the board.
CORDELIA Hi Mr. Beech! I was just wondering, were you planning on killing a bunch of people tomorrow? (smiles)
Oh, it’s for the yearbook!
Cut to Xander, talking to three cute girls sitting on the stairway.
XANDER Okay, so turnoff’s include smoking, insensitive men, and burkenstocks. Now, your idea of a perfect evening?
Katie, let’s start with you.
Cut to Oz entering the school yearbook/school paper office.
OZ Uh, Freddy?
Oz steps inside. He looks at the wall which has framed front pages of the Sunnydale High Sentinel. Oz looks across the
headlines. ‘Teachers Fail Competency Exam’, ‘Drop-outs find Happiness’ and ‘Apathy on the Rise, No One Cares’. Oz
turns and exits the room. The camera pans down to find Freddy, hiding under the desk.
Cut to Buffy standing at her bedroom window. It’s dark outside and she has the window open. The range on her power
has grown.
THOUGHTS (V.O.) I should have just quit, no job is worth it. Look at him smiling, like he thinks I don’t know about
her. I’m going to tell him we’re going to have a baby, Oh, I’m so happy! I can’t beleive we’re getting away with this. One
more drink then I’ll… [baby voice babble]
Buffy closes the window and climbs into bed. The thoughts blend into one long, rambling, incoherent stream. Our
heroine curls up under the covers and presses a pillow to her head.
Cut to Giles and Wesley putting in late night research at the library. Wesley is mixing some ingrediants
WESLEY Well, it seems to be coming along all right.
GILES Yes, Buffy’s being driven mad, we have no proof that this is going to work, and it still requires the heart of the
second demon, which we have no idea how to get without the slayer.
WESLEY Negative thinking doesn’t solve problems.
GILES Who is going to get the demon heart? (to himself) Burke.
Cut to the second demon flying through the air. It lands none-to-gently, smashing a picnic table. It hops back up and
Angel steps in to throw a punch which it dodges. The demon punches Angel. Angel shrugs it off, returns a punch, then
steps in to throw the creature up onto a second picnic table (which doesn’t give). The demon gets back to its feet as
Angel leaps up onto the table. Angel gives it a solid punch that backflips it off the table. He jumps down. They wrestle
for a moment and Angel ends up twisting the demon’s arm and throwing it into a jungle gym. He comes in to continue
but the demon backhands him, the blow spins him to the ground. Angel shakes his head, recovering from the blow. He
looks up to see the demon running to escape. He gets up and pursues.
Cut to Buffy in bed the next morning. Joyce sits, curled up with a blanket on a chair in Buffy’s room. Buffy is asleep, but
tossing and turning.
Cut to the school. Willow is talking to Nancy in an empty classroom.
NANCY Do I often imagine classmates are spying on me, or otherwise acting suspiciously?
WILLOW Right.
NANCY Not until just now.
Cut to Xander sitting at a table by the soda machine with Larry. Larry is eating lunch.
LARRY What? Talk louder dude.
XANDER I’m just saying, it’s gotta be frustrating, having the secret. You gotta be kinda filling up with resentment,
unexpressed rage, just waiting to burst out. Today at lunch…?
LARRY (overly loud)) What secret? Being gay? Man, I’m out! I’m so out I got my grandma fixing me up with guys.
XANDER That’s uh, nice.
LARRY But it sounds like, uh, you’re having a rough time with it.
Xander gets uncomfortable.

LARRY Look, just do it. That weird Freddy Iverson guy that does the school paper-
XANDER He’s gay?

LARRY No dude, but I bet he’d put in like a coming out announcement for you. Something tasteful.
Cut to Oz, goes up to the newspaper office door. It’s locked. He knocks.
OZ Freddy.
We see Freddy stop at a corner behind him. Freddy turns and goes the other way.
Cut to Cordy, Oz, Willow and Xander in the library.
WILLOW He’s the only one we couldn’t find?
OZ Yeah. Freddy Iverson.
CORDELIA The newspaper guy? But we can’t figure out if it’s him without the worksheet, right?
XANDER (holding up the newspaper) We do have this people. Today’s editorial titled ‘Big Game Draws Mindless Brain

Dead Mob’
CORDELIA Does he mention the cheerleaders? Because we were on.
Cut to Buffy tossing and turning in her bed. Giles and Joyce stand in the doorway to Buffy’s room.
JOYCE I can’t stand this. I keep wondering if I’m hurting her with my thoughts.
GILES You’re not. Not anymore. She can’t pick one thought out of the… out of the din.
A knock comes from downstairs. They turn and bolt for downstairs. Wesley beats them to door below. He opens it and a
smoking figure covered in a blanket steps inside. The figure pulls off the blanket and we see it’s Angel. He holds a vial
of glowing blue liquid.
ANGEL I got it.
Cut to upstairs. Angel sets the potion on a burner. He sits down on the bed and pulls Buffy up into his arms.
BUFFY (dazed, confused) Uh, no.
ANGEL I’m gonna help you.
He grabs the potion and feeds it to her. She struggles but can’t really resist. She gulps some of it down. He sets the potion
aside and lays her back on the pillow. She seems better. He kisses her forehead. She starts to freak, thrashing and
kicking, not knowing what she’s doing.
ANGEL Giles!
Cut to the Sunnydale High Quad. With the ‘something’s up’ background music playing. The camera pans around the
students moving about. The Scooby Gang passes through frame. The camera moves and then tilts up so we see the clock
tower. Reverse to from the clocktower looking down at the Quad. The camera pulls back into the darkness of the tower.
We see Johnathan step into view. He crouchs down and opens a steel case. Inside, the disassembled parts of a high
powered rifle. He grabs one of the pieces.

**** ACT FOUR ****

Buffy’s bedroom. Angel kneels at her bedside, her hand clasped in his. Her eyes open and she turns her head to look at
him.
BUFFY Angel.
Buffy’s mother sits down on the bed and we see Giles and Wesley in the room just behind her.
JOYCE Thank god! Are you all right? Do you hear thoughts?
BUFFY No. Did you find the killer?
Cut to Freddy sitting at his desk in the newspaper office. Willow, Oz, and Cordy burst through the main door. Freddy
springs out of his chair to go out a side door but Xander comes walking through that one.
FREDDY Ok Oz, you got me. (holds up his hand defensivly and sits back down) What are you’re friends gonna do?
Hold me down?
WILLOW You better believe it buster! You can’t threaten a big murder without getting us pretty darn ticked!
FREDDY Murder? What murder? You’re not here about the review?
OZ The review?
FREDDY Yeah. Last Thursday. Freddy leafs through a paper on his desk, hands it to Oz.
OZ (reading) Dingoes Ate My Baby play their instruments as if they have plump polish sausages taped to their fingers.
FREDDY Sorry man.
OZ (shrugs, sets down the paper) No, it’s fair.
FREDDY I just get a lot of hate mail and I thought you were gonna come and deliver some personaly.

XANDER Hey, if you find any tasteful announcement about me from Larry-
WILLOW Xander, we have to figure this out.

CORDELIA We have no shot. The killer could be anyone. We lose. Buffy enters behind the gang
BUFFY We still have a few minutes.
WILLOW Buffy!
XANDER You’re okay. Can you hear thoughts?
BUFFY (shakes her head)
XANDER Just when I wasn’t thinking about sex.
BUFFY Okay, here’s the new plan. We’re going to get Snyder to evacuate the school. I just hope the killer’s not waiting
outside.
CORDELIA (reading from a letter off of Freddy’s desk) By this time tomorrow, you’ll all know what I’ve done. I’m sure
you understand that I had to do it, and that although death is never easy, it’s the only way.’ (beat) God! Doesn’t anyone
write in to praise the Cheerleaders! We are so unsung.
Willow grabs the letter.
WILLOW Jonathan! Oh, I had him in my grasp. Slippery weasel.
BUFFY Split up. Find him.

Cut to Jonathan, assembling the rifle. Cut to Oz opening a classroom door. He looks quickly around. It’s empty.
Cut to Jonathan sliding the bolt action into place.
Cut to Willow runs into the library.
WILLOW Jonathan! Are you in here? Nope. She turns to run out.
Cut to Jonathan reaches into the case and pulls out the front stock and barrel.
Cut to Xander runs into the cafeteria.
XANDER Jonathan! Jonathan! He skids to a halt in the center of the caf. Looks around. Sees something.
XANDER Ooo, Jello.
Cut to Jonathan lifts the front stock and barrel up to the rest of the gun assembly.
Cut to Cordelia hurries into the student lounge. She grabs one guy, looks at him. She moves over, grabs another one,
looks straight at him. Frustrated she turns to leave.
Cut to Jonathan snaps the front stock and barrel into place.
Cut to Buffy runs into the Quad, looking at groups of students. She stops in the middle. She sees Larry. She sees Nancy.
She turns and looks up, shielding her eyes from the sun. She sees him in the clocktower holding the rifle. Buffy charges
forward. She makes it to the base of the stairs. She hops onto the railing and runs up it. Students make noise at the
spectacle and Nancy turns to see her. Buffy leaps up toward the roof grabbing onto the edge. She swings herself forward
in a ball, then back, up, and over she does a back flip forward to land on her feet on the rooftile.
NANCY I could have done that.
Cut to Jonathan puts a bullet in the chamber. Cut to Buffy runs across the roof.
Cut to Jonathan slides the bolt home, the gun’s ready to fire. Buffy smashes through a boarded up tower window behind
him landing in a crouch. He spins surprised and holds the rifle pointing at her.
JONATHAN Get away from me! Buffy slowly stands up.
BUFFY Ok Jonathan, you wanna point that somewhere else? He points the rifle slightly to the side.
JONATHAN Don’t you try and stop me!
BUFFY (puts her hands up but takes a step forward) No, no no stopping. Just here for view. Hey, look, City Hall.
JONATHAN (frazzled and sweating) Go away!
BUFFY Never gonna happen.
JONATHAN You think I won’t use this? BUFFY I don’t know Jonathan. (takes a step forward) I just- JONATHAN
(Lurches back from her, aims the gun straight at her) Stop doing that!
BUFFY Doing what? J
ONATHAN Stop saying my name like we’re friends! We’re not friends! You all think I’m an idiot! A short idiot!
BUFFY (matter-of-factly) I don’t. I don’t think about you much at all. Nobody here really does. Bugs you, doesn’t it. You
have all this pain, and all these feelings and nobody’s really paying attention.
JONATHAN You think I just want attention?
BUFFY No. I think you’re up in the clock tower with a high-powered rifle because you wanna blend in. Believe it or not,
Jonathan, I understand about the pain.
JONATHAN Oh right. Cuz the burden of being beautiful and athletic, that’s a crippler.
BUFFY You know what? I was wrong. You are an idiot. My life happens to, on occasion, suck beyond the telling of it.
Sometimes more than I can handle. And it’s not just mine. Every single person down there is ignoring your pain because
they’re too busy with their own.
Jonathan lowers the rifle more. Buffy steps toward the window. She looks down at the Quad below.
BUFFY The beautiful ones. The popular ones. The guys that pick on you. Everyone.
Jonathan slowly moves up behind her to see what she sees. He steps up right next to her.
BUFFY If you could hear what they were feeling. The loneliness. The confusion. It looks quiet down there. It’s not. It’s
deafening. She turns to face him.
BUFFY You know, I could’ve taken that by now.
JONATHAN I know.
BUFFY (holds her hand out) I’d rather do it this way. He thinks a moment, then hands her the rifle. She turns and pulls
the bolt back, ejecting the bullet. She sets the gun down, then turns back to him.
JONATHAN I just wanted it to stop.
BUFFY Yeah, well, mass-murder, not really doctor recomended for that type of pain. Besides, prison, you know, it’s a lot
like high school, only instead of noogies- JONATHAN What are you talking about?
BUFFY Actions having consequences. You know, stuff like that.
JONATHAN I, I, I wouldn’t ever hurt anybody.
BUFFY (Huh? expression)
JONATHAN I came up here to kill myself.
Cut to Xander wanders back into the cafeteria kitchen. He sees a whole tray full of jello in little bowls. He grabs one of
them. He pulls the red jello block out, lifts it to his mouth. As he does he looks up and stops dead in his tracks. The

obese lunchlady stands over a cooking pot pouring in a big ole box labeled ‘Rat Poison’. She looks straight at Xander. It’s
a Mexican stare off. From her to him to her to him. Xander drops the bowl and runs. The lunchlady drops the rat poison
and grabs a butcher’s knife.
Cut to Xander runs into the caf.
XANDER RAT POISON! RAT POISON!
He knocks over a table. Crazed he turns knocks over another one. He runs, knocks a bunch of trays off another table.
The lunchlady bursts out from the kitchen doors. Xander tries to escape but trips over a chair and tumbles to the floor.
The lunchlady charges up. Xander shields himself as she pulls her arm back. Buffy Summers clamps her hand on the
lunchlady’s wrist, preventing her from swinging.
BUFFY Okay, let’s calm down.
LUNCHLADY Vermin! You’re all vermin. You come in here and you eat, and you eat. Filth!
BUFFY I don’t see this being settled with logic.
Buffy pulls the lunchlady forward by her arm, then twists her wrist back. The butcher’s knife flys across the room,
rebounds off a wall, and clatters to the ground. The lunchlady takes a swing at Buffy which Buffy easily ducks. Buffy
double hooks the lunchlady hitting both times. The lunchlady lurches back. Buffy finishs her with a reverse roundhouse.
The large woman flies across the room, knocking over tables and a student. She’s out. Buffy turns to Xander, still
terrified on the floor.
Dissolve to outside Sunnydale High the next morning. Willow and Buffy walk up the first set of steps together.
WILLOW So you’re feeling better about Angel?
BUFFY: Well, we talked, and then he ripped out the heart of a demon and fed it to me, and then we talked some more.
WILLOW See! That’s how it should work! Giles walks up to them.
GILES Morning.
WILLOW & BUFFY Hi, Giles. WI
LL Oh! I should get to the yearbook office. I’m gonna give ’em the murderer profiles. They’re really a good read.
Buffy waves bye.
GILES Bye.
WILLOW Cya. Buffy and Giles continue on together. GILES How are you?
BUFFY Loving the quiet. Nobody in here but me.
GILES Jonathan? How’s he?
BUFFY Pretty crappy. His parents are freaking. He got suspended. And toting a piece to school, not exactly winning him
a place with the in-crowd. But, I think he’s dealing.
GILES Well, it’s good of you to check on him.
BUFFY Well, it’s nice to be able to help someone in a non-slaying capacity. Except, he’s starting to get that look, you
know, like he’s gonna ask me to Prom.
GILES Well, it would probably be good for his self-esteem, if you…
BUFFY Oh come on! What am I, Saint Buffy? He’s like three feet tall!
GILES I’m glad to see you’ve recovered from your psychic encounter more or less intact. Feel up to some training?
BUFFY Sure. We can work out after school. You know, if you’re not too busy having sex with my MOTHER!
At which point Giles walks right into a tree.
BLACK OUT

Marianne LeBlanc
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