Season 7 | Episode 123 | Lessons

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Episode Summary

Previously on Buffy the Vampire Slayer: Warren shooting Buffy and Tara, Willow killing Warren, Anya telling Buffy and Dawn about Willow’s plans, Evil Willow channelling energy, Xander’s “I love you” confrontation with Willow, Buffy talking to Dawn about change, Spike asks for and gets his soul back.

Istanbul: Down a darkened city street, a woman runs, terrified. She is being chased by two robed, hooded figures, each weilding a knife. Cornered, the woman tries to escape by crawling up a drainpipe and up on a roof, but she runs into her attackers who throw her off the roof.

After a brief struggle, the woman is held down and stabbed by the figures. “It’s about power” says Buffy as she and Dawn face a vampire JUST rising up from the grave. As the vamp struggles to free itself from the ground, Buffy tosses Dawn a stake and asks her who has the power?

Dawn says she’s got the stake, but Buffy says the stake is not power. Dawn starts to argue a little defensively, pointing out that the vamp is new, but then she rolls her eyes under her older sister’s glare and says “He does.”

Buffy then starts into a speech about how much stronger a vampire is than Dawn and that she should ALWAYS be careful, when the Vampire interrupts: “Excuse me, I think I’m stuck… My foot’s caught on a root or something…”

“So, he’s got the power…” Dawn says sarcastically as Buffy goes and lifts the stuck vampire out of his grave with one hand. The vampire thanks her, then begins to threaten Buffy, but she quickly grabs the vamp by the throat and tells him that he doesn’t wanna mess with her, then she points out Dawn.

The vamp turns to attack Dawn as Buffy continues her “speech” about power and how the vamp has it. The vamp attacks Dawn, who dodges and dive rolls, sending the vampire flying. Dawn grabs her stake and stabs the vampire… but she misses the heart! The vamp throws her away and gets up.

Dawn grabs another stake from a weapons bag and attacks, but is instantly grabbed by the vampire, who goes to sink his teeth in her neck. Buffy grabs the vamp from behind and throws him.

After a brief fight with kicks and punches, Buffy grabs a sword from the weapons bag and decapitates the Vampire, dusting it. “It’s real, it’s the only lesson, Dawn. It’s always real.” Buffy helps Dawn up, with Dawn’s neck being scratched by the vampire’s teeth, but she says she’s ok.

Dawn starts to awkwardly defend herself against the expected insults, but Buffy tells her she did good. Dawn comments that she missed the heart. Buffy tells her that her first time she missed the heart, too. They then start to talk about “it” returning.

They both can’t believe it’s back, and so soon. They talk of “it” as if it were the return of a big bad guy. Daytime, and Principal Wood uses big scissors to cut the ceremonial ribbon, officially opening the brand new Sunnydale High School! Opening credits: lots of new scenes.

ASH not a regular. In Westbury England, Giles rides a horse through an open plain. Having dismounted, he slowly aproaches a large tree with Willow sitting at it’s base. Willow stares at the ground and magically the ground produces a large tropical flower, rising up from the grass.

“That doesn’t belong there” says Giles, to which Willow agrees. He thinks it’s a native of Paraguai, which upon closer examination of the flower, confirms his guess. He asks where it came from. Willow says “Paraguai”, then smiles, telling him that the Earth is all connected.

She muses about the Earth’s mystical powers, which reminds Giles of one of Willow’s Teacher/Mentors in the Coven. Willow remarks how she is envious of them and respects them, but she can feel that they are frightened of her and her power.

Giles simply chalks it up to being cautious, noting that she’s powerful with magic, and that it is an ingrained part of her, it’s not an addiction. Willow tells Giles that she thought that he was going to kill her, take away her magic and punish her for killing.

“Instead you go Dumbledore all on me, learning about magic and energy and Gaia and root systems.” “Is that what you want? Giles asks. “I want to be Willow” she answers sadly. Giles says that she is still Willow, no matter what has happened, and she always will be.

Xander, clad in spiffy business suit, steps out of a semi-luxurious car and approaches the Summer’s home, a roll of Blueprints in his hand. Buffy calls out to Dawn, telling her to hurry up, they’ll be late. Walking into the kitchen, Xander asks Buffy how she’s doing.

Buffy expresses concern about sending Dawn to the same High School that tried to kill her for 3 years and that she’s not ready to know what’s gonna happen, but she’s overall fine.

Xander then motions her over to a table where he rolls out a set of Blueprints for the newly constructed Sunnydale High School, commenting that there are no pentagrams, secret passageways, and that everything is safe.

He does note one interesting detail, though, matching the old school blueprints with the new, and he notes the location of the hellmouth, that was underneath the library, is now underneath the principal’s office. “So the principals evil?” Dawn asks.

“That or in a boatload of danger” remarks Buffy. It’s the first day of school and Buffy asks if she’s got everything “Books, lunch, stakes?” Just before they get ready to leave, Buffy smiles and brings out a wrapped box… a first schooldays present for Dawn.

Dawn smiles and asks if it’s a weapon? “Yes… it is…” Buffy says, smiling oddly. Just as the box is opened… Cut to a NEW Sunnydale high school! Xander pulls up (in what looks like a Chrysler?) and Buffy and Dawn both get out.

Xander pulls away as Buffy gives Dawn the usual “if anything looks odd” speech. “Stay away from hyena people, or atheletes, and if you see any invisible people…” The new principal interrupts them, commenting that it must be tough to “let them go.”

Robin Wood is nice, happy, smiling, and has mistaken Buffy for Dawn’s Mom! Buffy corrects him, but then thinks she has “mom hair.” The principal welcomes them, then departs.

Then Dawn goes on her way, with a few last second cautions from Buffy, who is clearly uneasy about Dawn attending school there. Buffy roams the halls of the new school, looking around, everything is quiet with kids in classes.

She is startled when a basketball goes slamming into a locker, then bounces out of view. Going to investigate, she sees a teen boy walking away with the basketball, and she follows. Turning the corner, she find’s he’s disappeared! She walks by a door to the basement, though.

In class, Dawn is introduced to her first teacher, who wants to do the “everyone introduce yourself” thing. Buffy strolls into a bathroom, looking in a mirror, commenting “it’s not mom hair…” as she glances down and finds a wooden… thing with a feather and… oh, it’s a talisman, trust me.

Just as she picks it up, a person appears in the mirror “you can’t protect her, you couldn’t protect me!” the person says. It’s obviously a zombie, with rotting skin and such.

Buffy spins around to see, but the zombie woman is gone! then from behind her, another zombie, this time a man, dives forward, shouting (now are you ready for this?) “GET OUT GET OUT GET OUT!!!” Buffy backs away, but when she looks up the zombie man is gone.

She’s alone. Commercial Break: Isn’t it about time you bought a Sony? Well? ISN’T IT? I don’t care WHAT, just BUY A SONY, OK! Geeze… “I love to dance, I love music, I’m very into Britney Spears’ early work, before she sold out, so I like her finger painting and macaroni art…”

Dawn stands by her desk, introducing herself to the class. “DAWN!” Buffy bursts in, right in the middle of her introduction, warning her sister that it’s “not safe.” Dawn stands silent, humiliated, while Buffy then badly attempts to backpedal and repair the damage, claiming that Dawn is in trouble of… smoking.

Buffy excuses herself as Dawn remarks “I also have a sister…” In a coffee bar, Halley and Anya sit at a table, listening to a guitar duo singing “happy, shiny crap.” Anya comments that they’ll last 6 weeks before the female of the duo is wanting vengeance.

“Ooo, better run for cover” Halley says sarcastically. Anya questions what she means, and Halley lays it out: The order are saying that Anya is going soft.

Anya USED to be “The single most hard-core vengeance demon ever,” but then she lost her powers, fell for Xander, and even though it’s over, she just doesn’t have it anymore. “The woman downtown who wished her husband was a frog?

You made him FRENCH!” Halley says that something is up. D’hoffryn and the “old ones” are sensing something big is coming, and it’s a bad time to be a good demon. Anya gets defensive “what is this, an intervention? Shouldn’t all my demon friends be here?”

“Sweetie, they are…” says Halley as she sips her coffee… At a part of the school that is still under construction outside, Buffy walks up to Xander, who asks if everything is fine, if school is still in session. “Sure, if you’re a zombie ghost-thing” Buffy quips.

Walking with Buffy, Xander questions if it’s Zombies or ghosts, but Buffy doesn’t know, just remarking that aside from destroying Dawn’s social life, they talked about protecting people, and wanted her to leave. Buffy thinks it’s not a co-incidence.

“Can I borrow a pencil?” asks a boy next to Dawn. Dawn opens up a geeky pencil bag and hands him one. “Thanks alot” he says, but now he’s rotted, zombie like. He stabs at Dawn in the face. She screams, falling to the floor, covering her eye.

The class jolts, and the teacher rushes forward, but Dawn checks herself and she’s ok. She apologizes, saying it was a Bee, which she’s alergic to, and asks to be excused to go to the washroom.

“Guess it runs in the family” a boy remarks. In the bathroom, Dawn sits in a stall quietly, collecting herself, but then she hears sobbing. She tries to follow the sound. Buffy walks briskly down a hall and bumps into principal wood, who wonders what she’s still doing there.

They begin to talk… Dawn investigates the bathroom stalls, and finds a girl, huddled up on the toilet, crying. The girl says that someone’s in there with them. Dawn says it’s only her, but the girl shakes her head “no, it’s not.”

Principal Wood admits to knowing about Buffy, a little more than he should. Buffy finds that “interesting.” Dawn is kind, introducing herself and offering to get the girl out of there. “Kit” the girl answers as she rises up slowly.

Dawn asks if she saw something creepy. “you wouldn’t believe me” says Kit, but Dawn says she wouldn’t be too sure… They both look up in the mirror and are suddenly surrounded by three zombie-ghosts! Then the lights flicker and explode above them!

Screaming, Dawn grabs Kit’s hand and they start to run out, but zombie hands burst up from the floor, impeding their way. Suddenly the floor gives way, and both girls fall through a large hole. Commercial Break: Windex makes it SHINE!

A shocked look is on Willow’s face as she pants, trying to catch her breath. Giles holds her in his arms, telling her to relax. They’re both outside of an English estate, on the front lawn. As she catches her breath, Giles asks her what she remembers.

Willow says they were talking and then… suddenly she jerks her hands up from the ground, as if scared. “I felt the Earth… it’s all connected.” She says she saw the Earth and it’s teeth. “The Hellmouth…” Giles remarks. “It’s gonna open… it’s gonna swallow us all…” the Wiccan says.

Kit helps Dawn come to. They are now in the basement, with no chance of reaching the hole above. They go off in search of a staircase. Seems as if Principal Wood has been going through Buffy’s old school file… a very thick school file. Buffy says there were “factors.”

As they walk, Dawn asks Kit if the zombies said anything to her. They told kit that they died here, and that she would die here… everyone dies here. Just then, Dawn and Kit stumble upon a boy, the teen who Buffy saw earlier with the Basketball.

He came down to the basement for a smoke, and he ran into who he thought was the janitor, but it turned out to be another zombie-ghost! They ask where he came down stairs, but the teen admits that he has no clue, that he “ran like a girl.”

Just then, the three teens are confronted by three zombie ghosts, an older man, a Teen boy, and a teen girl. All three have rotting skin and comment that they all tried to run, but couldn’t. As they advance, Dawn says “oh! I’ve got a present!” as she reaches in her back pocket.

Kit asks what it is, and sees Dawn pull out a cell phone “it’s a weapon…” Still with the principal, Buffy starts to try to convince him that Dawn is actually much worse than her record was, and that maybe she should be suspended, which the principal smiles at.

Then Buffy’s cell phone rings (the principal comments they don’t allow cell phones in school because they’re loud). Buffy gets the description from Dawn, but plays it off as a “Dog walker” phoning her. The principal hears the word “dead” and gets concerned.

Buffy has to get going soon. “And Buffy? isn’t this reception amazing? I’m in the fricking BASEMENT!” Dawn remarks, as she nods understanding and turns off her phone. Buffy excuses herself, with Principal Wood wishing her luck with her “Dog Tragedy.”

Dawn, Kit, and the boy teen wait patiently for Buffy to arrive. Dawn asks where the zombies went, looking around and seeing nothing. Then one grabs her from behind… Buffy walks into the washroom and jumps into the hole, landing in the basement.

She looks around the maze of dark corridors and starts to call for Dawn. She calls her on the cell phone, but one of the zombies answers, saying she’s too late. The older zombie then appears in front of her.

Buffy then confronts the zombie ghost, asking what it wants “Fear? Revenge? Tasty Brains?” The younger zombie teen walks in behind the first, then the girl teen zombie, claiming that Buffy was too busy with her dead boyfriend while she was being ripped apart by a werewolf.

All three start to blame her, but she interrupts, saying she doesn’t care how they died, only that she wants to know where her sister is. They say “This place is ours now, it was built on our graves. All we want is for you to leave, so we can rest again.”

Buffy notices they are trying to interpose themselves between Buffy and a door. After two brief struggles, Buffy finally gets to the door and wrenches it open to run smack dab into… SPIKE! Commercial Break: Looking for a new “K” key for your computer keyboard?

Look on the internet for www.k-keys.kom! Spike looks at Buffy with a confused, dazed look about him. his hair is longer, curly, and definite roots are showing. Buffy is confused herself and asks “Are you real?” Spike laughs with a truly bizarre “I’m not quite sane” tone.

He puts his hand up to her cheek “Buffy… duck.” “Duck? There’s a duck?” she asks, but then is hit HARD in the back with a pipe! Buffy defends herself from the attacking Zombie-ghosts as Spike backs into his room, uncaring, not noticing.

Buffy fights off the zombie-ghosts long enough to get into Spike’s room and lock the door. Buffy asks if Spike has seen Dawn, but she instantly notices Spike is not himself, talking quite weird.

He talks of water and chalk, and not getting it right, as he turns away from her, trying to cover his chest with his shirt. Buffy approaches him slowly, then pulls back the shirt caringly. Deep gashes appear over Spike’s heart. Buffy asks what he did, caringly. “I tried to cut it out…” he answers.

Just then, Buffy’s cell phone rings. It’s Dawn, who says she thinks she’s in a room near the furnace. Dawn asks what they want, but Buffy says she doesn’t know and can’t figure it out, and doesn’t know what they are. Spike says “they’re not ghosts.” as Buffy turns her attention to him.

“They’re manifest spirits, raised to seek vengeance, controlled by a talisman (see, told ya), a 4 year old could figure it out. Buffy tells dawn to stay put, she’ll find her. Buffy hangs up and turns to go while Spike continues his babbling, saying this is his home now.

Buffy is concerned, but has to go to Dawn. Out of the room, Buffy calls out to the “dead guys”, and wonders where they went. She tries to reason it out, and then remembers the comment about the Talisman.

She jumps on her cell phone again. “Xander…” Dawn tells the two teens to look for weapons to hold the zombie-ghosts off. The boy finds two bricks. Dawn asks Kit for her purse, which she empties on the floor.

The three zombies appear again, saying they’ll never get out, that they picked those three teens because they won’t be missed. Dawn rushes forward to do battle, with the purse loaded with two bricks as a weapon. She blasts the woman zombie-ghost, but then the older one punches her.

Kit screams. Buffy hears Kit’s scream and rushes in the direction to help. Xander rushes into the bathroom, almost falling into the hole in the floor. “Oh! Contracty goodness!” he smiles, but then goes hunting for the talisman.

Just as the older zombie-ghost is going to rip Dawn’s arm out, Buffy bursts in and starts kicking ass.

She grabs the purse-weapon from Dawn and starts to do battle with the three Zombie-ghosts, letting em have it good, but the three keep coming… Xander crawls on the floor and finds the talisman, but is jumped from behind by a zombie- ghost, who starts struggling with Xander.

“You really wanna keep this up?” Buffy asks as she fights the three bad guys. “Whaddya gonna do… kill us?” the older one answers. Struggling a little, Xander breaks the talisman in half with a yellow-greenish ‘poof’ of energy.

His Zombie-ghost disappears in the same color burst. … as does the three Zombie ghosts in the basement! The guy asks if they’re gone. Buffy says yes, “must have broken the talisman.” Dawn asks how she knew it was a talisman? “It’s always a talisman” quips Buffy.

She then questions who put it there? “You really weren’t kidding about this place” Dawn says as the three girls and guy head out “it hasn’t changed.” “I dunno, it seems smaller…” Buffy says. In the hall, Buffy helps the three re-group, reassuring them that they’ll be ok if they stick together.

Kit hugs Buffy, and the boy says that Buffy is the coolest mom ever, to which Dawn uneasily kisses Buffy’s cheek and heads off with the two other teens.

Buffy primps her hair uneasily at the mom quip as Principal Wood walks up, thinking it very curious that Buffy has been talking to “Carlos” and “Kit”, two known troublemakers who’s files are almost as thick as Buffy’s.

Principal Wood saw how Buffy handled them, though, and likes that she got them not only socializing, but on their way to class! He then wonders if Buffy wouldn’t mind sticking around the school more.

She questions what he means, and he points out that there’s money in the school budget (though not much) to pay to have someone stick around a hours during the week.

She asks if she’s being hired as a counselor, but the Principal says no, not a counselor, but instead “someone closer to their age who they can relate to.” “I’m in.” Buffy says without a second thought.

Principal Wood comments again that the pay is not good, but Buffy smiles and says her schedule isn’t hot either. In the basement, Spike crouches on the ground, hugging himself, talking to himself: “Everything is… I had a speech. I learned it all.

Oh, god, she won’t understand, she won’t understand…” Warren appears, pacing around Spike: “Of course she won’t understand, Sparky. I’m beyond her understanding. She’s a girl… she’s sugar and spice and everything… useless unless you’re baking… I’m more than that.

I’m more than flesh…” Morphs into Glory: “more than blood. I’m… you know, I don’t think there’s a human word fabulous enough for me! Soon my name will be on everyone’s lips, assuming they’re lips haven’t been torn off.

But not just yet… but that’s alright, though….” Morphs into Adam: “… I can be patient. everything is well within parameters. She’s exactly where I want her, and so are you number 17.” Adam looks down at a confused, listening Spike.

“You’re right where you belong…” Morphs into Mayor Wilkins, who crouches by Spike: “So what dija think, you’d get your soul back and everything would be Jim Dandy? A soul is slipperier than a greased weasel, why do you think I sold mine?

Well, you probably thought you’d be your own man, and I respect that…” “But you never will… you’ll always be mine…” Drusilla caresses Spike’s ear and cheek, with Spike unmoving. “you’ll always be in the dark with me, singing our little songs, you liked our little songs, don’t you?

You always liked them, right from the beginning…” “And that’s where we’re going” She rises, morphing into the Master “Back back to the beginning. Not the Bang, not the Word, the true beginning. and the next few months are going to be quite a riot, and I think we’re all going to learn something about ourselves in the process.

You’ll learn you’re a pathetic smuck, if it hasn’t sunk in already… Look at you, trying to do what’s right, just like her. You still don’t get it.. it’s not about right… it’s not about wrong…” The Master morphs into Buffy, who crosses her arms “… it’s about Power…” Grr… arrgh….

Shooting Scripts

Teaser

FADE IN:

EXT. ISTANBUL – NIGHT
We see the (backdrop of the) city sprawling out beyond the rooftops. Arm down, past a man sleeping
on a roof, down, into an alley where we pick up a GIRL of about fifteen. She is running for her life.
We move with her through alleys, past doorways that are either shut or being slammed shut as she
approaches. She looks about her, wildly, keeps moving.
ANGLE: a robe, skimming the ground as her pursuer follows. Another enters frame as well.
She hits a dead end, turns.
The two robed figures appear at the end of the alley. They have hoods, and beneath the hoods, black
cloth covers their faces as well. Ninja Monks would be the best approximation.
She’s terrified as they start toward her, but not without resolve. She jumps up on a pile of trash,
starts climbing up a pipe as she kicks away the trash. One of the robed men grabs for her ankle but
she’s too high, she’s near the top of the wall —
She crests it and another figure appears in frame, pushes her roughly back as she screams —
She falls back and lands on the alley floor hard. She is immobilized and terrified as one of the men
holds her down, the other pulling out a horrible, ornate dagger.
Her eyes. The knife.
It leaves frame, and comes back bloody. Again. Again. We see nothing, but we hear it all.
EXT. GRAVEYARD – NIGHT
A vampire’s FACE pops up from the dirt (he’s already got an arm out). He’s creepy, cadaverous and
hungry.

BUFFY (O.S.)
It’s about power.

Whip over to see Buffy squatting by the grave, camera at ground level and moving slowly around her.
She holds a stake.

BUFFY

Who’s got it… who knows how to use

it…

She tosses the stake (without looking) and we whip with it to the foot of the grave, looking up (waist
level frame) at DAWN, who catches it, eyes mostly on the vamp. Nervous.

BUFFY (O.S)
So who’s got the power, Dawn?

DAWN
Well, I’ve got the stake…
BUFFY

The stake is not the power.

DAWN

But he’s new… probably confused,
doesn’t know what he wants…

The vamp has both arms out now, looks at Dawn, grinning, as he struggles to pull himself up.

VAMPIRE
(to himself)
Blood…
BUFFY

He seems to have some focus there…

DAWN
(trying to work it…)
Yeah, ok, but he doesn’t know his
strength, he might not know all the
fancy martial arts they inevitably
seem to pick up…
BUFFY
Who’s got the power?
DAWN
(grumpy)
He does.
BUFFY
(going to her)
Never forget that. Doesn’t matter
how well prepped you are, how well
armed you are, you’re a little girl.

DAWN
Woman.
BUFFY
You’re a little woman.
DAWN
I’m taller than you.
BUFFY

He’s a vampire. Okay? A demon.
Preternaturally strong, skilled, with
power that no human can ever —
VAMPIRE (O.S.)
Excuse me…
They look over at him. He’s still only waist level out of the grave.
VAMPIRE
I think I’m stuck.
BUFFY
You’re stuck.
VAMPIRE

My foot’s caught on a root or
something. I don’t even know how I
got down there… if you girls could
just give me a hand…
DAWN
(to Buffy)
So he’s got the power.

BUFFY
Zip it.

Buffy crosses to him as he continues —

VAMPIRE

I really appreciate it… it’s just
so dark, and I don’t know what I’m
doing here… Maybe if you just give
me some leverage I can work —

Buffy yanks him up by the back of his jacket with one hand, sets him on his feet.

VAMPIRE (cont’d)
Whooh. Thanks. That was a help.

(Grins evilly)

Unfortunately, it was also the last —

Buffy’s hand clamps on his throat and the last words come out as a Donald Duck rasp.

VAMPIRE (cont’d)
— thing you’ll ever do.
BUFFY

Listen up. I’m the Slayer, you don’t
wanna get into it with me. You want
blood, okay? So you can have hers.
She’s not the Slayer. She’s the one
to go after. Not me.
VAMPIRE
(still in choke voice)
I was thinking along those lines.

BUFFY
Okay then.

She lets him go, steps back. The vampire takes a step forward and Dawn readies herself, trying not
to look scared.

BUFFY (cont’d)
Power. He’s got it, he’s gonna use
it. You don’t have it —

He rushes Dawn — and she rolls back on impact, going under him as he rolls past her and into a
tombstone, hard.

BUFFY (cont’d)
So you use that! Perfect.

Flush with momentary success, Dawn scrambles for her dropped stake, jumps at the vamp and
stakes him. A little too much to the right.
Angry, he backhands her and she goes flying back. Before she can recover — blood dotting her lip —
he’s on her, she scrambles underneath him to get him off — Buffy is nowhere to be seen — Dawn

pulls up a stake, the vamp recoils and hisses, but grabs her arm and twists it ’til she drops it in pain –

DAWN
Buffy!!

His face comes closer to her’s, she can’t fight him off, saliva dripping from his fangs as he opens wide
and covers her mouth with his hand and pulls her head to one side, exposing neck —
And brings his head down. Her eyes go wide — and Buffy pulls him off, throws him back. He keeps
his footing, comes at her — and a couple of quick, but fairly dazzling moves disable him. Buffy grabs
a sword sticking out of the ground (by a bag of weapons) and beheads him. He dusts. Needless to
say, she has hardly broken a sweat.

Her attention is on Dawn, who is on the ground, hand to her neck, which is bleeding slightly. Her look
is slightly bewildered and accusatory.

BUFFY

It’s real. That’s the only lesson,
Dawn. It’s always real.

She holds her hand out, and Dawn takes it. Buffy helps her up. Buffy looks at her neck

BUFFY (cont’d)
Let me see…
DAWN

Just a scrape. Anyway I had a plan

the whole time.
BUFFY
Really.
DAWN

Yeah, I planned to get killed, come
back as a vampire and bite you.

BUFFY

You wanted to be trained…

DAWN
(as Yoda)

“The Stake is not the power…”
Thank you, Master Prada.
BUFFY

Geez, one violent near-death
experience and you’re suddenly all

testy.
DAWN

Just next time you’re gonna —

BUFFY
You did pretty well.
DAWN
(total turnaround)
I did?
BUFFY
Yeah.
DAWN

‘Cause with the rolling thing, I was
using his strength, it was very tai
chi, plus I nearly got the heart —

Buffy gathers the weapons and they start to exit the graveyard over the following.

BUFFY

My first time out I missed the heart

too.
DAWN
No way.
BUFFY
Just the once.
DAWN

Well the next vampire I meet —

BUFFY

The next vampire you meet, you run
away. I just wish that was all we
had to worry about. Vampires,
demons… they’re nothing compared to

what’s coming.
DAWN

I know. I just can’t believe it’s

back.
BUFFY

Believe me, I thought I was long past
it. I guess you never are. Just a
few more days ’til it starts — and
then we’ll never know what’s coming

next.

CUT TO:

Scissors. Huge, gleaming in the sun. They open, move towards:
A big red ribbon.

VOICE

It is my great pleasure and privilege
to announce the official opening, on
the very ground it first stood upon…

Widen to see:
EXT. SUNNYDALE HIGH – DAY
A group of business people and families gathered for a ceremony in front of a large building. We are
focused on ROBIN WOOD, a well dressed African American, maybe thirty, holding the scissors — but
we’re tracking back FAST to see the entire building —
PRINCIPAL WOOD
… of the brand new, state of the
art… Sunnydale High!

ANGLE ON: scissors slice through red.

BLACK OUT.

END OF TEASER
Act One

EXT. ENGLAND – DAY
No, really! Actual England. Not like that cheesy Istanbul.
Rolling green hills and an arm down to find GILES making his way along them. We arm further down
to see WILLOW, sitting by a tree with her back to him.
She is intent on:
ANGLE: A FLOWER
Which she is causing to (CGI time-lapse) grow in front of her.
Giles comes to Willow and her flower, which is finished.
GILES
That doesn’t belong there.

She doesn’t look back at him. Just quietly agrees:

WILLOW
No, it doesn’t.
GILES

Passafloracoerulea, native to
Paraguay, if my botany serves.

He sits by her.

WILLOW

Is there anything you don’t know
everything about?
GILES

Synchronized swimming. Complete
mystery to me. Other than that, I

know all.
(examining the flower)
Yes, Paraguayan. Where did it come

from?
WILLOW
Paraguay.
GILES

You brought it through the earth.

WILLOW
It’s all connected. The root
systems, the molecules, the energy…
everything’s connected.
GILES

You sound like Ms. Harkness.
WILLOW
She’s taught me a lot.
GILES

Then why aren’t you at your lesson?

WILLOW
I’m sorry.
GILES

It’s all right. She was just afraid

you —
WILLOW

Had gone evil? Yeah, I was gonna
destroy the world, but lunch made me

sleepy.

She offers the jest meekly, not being glib.

GILES

She didn’t think that. She was

just —
WILLOW

Afraid. They all are. The Coven
is… they’re the most amazing women
I’ve ever met. If it wasn’t for
them, and you… But there’s this
look they get, like I’m gonna turn
them all into bangers and mash or
something. Which I’m not even
sure what that is.

GILES

They’re cautious. I trust you can
understand that.
WILLOW

I don’t have that much power, I don’t
think. I was… drained by what

happened.
GILES

But everything’s connected. You’re
connected to great power, whether you

feel it or not.
WILLOW

You should just take it from me.

She rises. He follows.

GILES

You know we can’t. This isn’t a
hobby, or an addiction. It’s inside
you now, this magic. You’re
responsible for it.
WILLOW

Will they always be afraid of me?

GILES

Maybe. Can you live with that?

WILLOW
I deserve a lot worse.
GILES
That’s not an answer.
WILLOW
I killed people, Giles.
GILES
I’ve not forgotten.
WILLOW

When you brought me here… I thought
it was to kill me. Or lock me in
some mystical dungeon for all
eternity, or with the torture…
instead, you go all Dumbledore on me,
I’m learning about magic, I’m all
about energy and gaia and root

systems.
GILES

Do you want to be punished?

WILLOW
(tearing up)
I wanna be Willow.
GILES

You are. In the end, we are all who
we are — no matter now much we may
appear to have changed.

EXT BUFFY’S HOUSE – DAY
In the bright morning.

A car pulls up to the curb. Xander steps out, and he’s changed a bit himself. He’s sharp dressed in a
dark suit and tie in which he’s at perfect ease. He’s holding a set of rolled-up blueprints. We track
around the car with him a bit, low angle, taking in his new image.
(NOTE: this can be shot as a reverse somewhere else if we’re not heading Torrance way any time
soon.)
INT. FOYER/DINING ROOM/KITCHEN – CONTINUING
We’re raking the dining room window as Buffy crosses to it, sees Xander. She moves to the bottom of
the stairs, calls up:

BUFFY
Dawn! Xander’s here!
DAWN (O.S.)
In a minute!
BUFFY
You’re gonna be late!
DAWN (O.S.)
I’m comfortable with that…

Buffy opens the door as Xander enters —

XANDER
Morning —
BUFFY
(to Dawn)
You gotta eat! I made cereal!
DAWN (O.S.)
Okay…
We move into the kitchen with Buf and Xander.
BUFFY

You’re unconscionably spiffy.
XANDER

Client meeting. How exactly do you

‘make’ cereal?
BUFFY

You put the box near the milk. I saw
it on the food channel. You want

anything?

She tosses a few dishes in the sink as they speak, generally tidies.

XANDER

I ate, I’m good. How are you?

BUFFY

My sister’s about to go to the same
school that tried to kill me for
three years. I can’t afford private
school, I can’t change districts, and
I can’t begin to prepare her for what
could come out of there, so peachy
with a side of keen, that would be me.

XANDER
(holds up blueprints)
Well, here’s a little something for
what ails you.

BUFFY
You got the rest of it?
XANDER
Take a look.

They cross back into the dining room, Dawn passing on her way to the kitchen as Xander rolls out
the prints.

DAWN

Check out Double-Oh-Xander.

BUFFY

Go talk with your mouth full.
XANDER
(re: blueprints)
I got two crews working this
diabolical yet lucrative new campus:
finishing up the science building
here, and reinforcing the gym. No
pentagrams, no secret passageways…
everything up to code and safe
as houses. I’ve looked through all
the plans, I’ve been on site after

hours…

Dawn wanders in, eating cereal.

BUFFY

Nothing’s creepy? Strange? From

Beyond?
DAWN
(mouth full)
Murbee yr paranuhd.
XANDER

Well there is one interesting detail.
I managed to scare up the plans for
the OLD high school. You remember,
the very center of Sunnydale’s own

hellmouth —
BUFFY
It was under the library.
He holds the old plans to the window so light streams through them.

XANDER

Right. So I lined up the plans, new

and old —

He covers the new with the old. We can see both, the sun working like a lightbox.

XANDER (cont’d)
And on the exact spot where the
library was, we now have…

BUFFY
(looking)
… the principal’s office.
DAWN
So the principal is evil?
BUFFY
Or in a boatload of danger.

XANDER

The last two principals were eaten.
Who’d even apply for that gig?

BUFFY

I guess we’ll see. Time to head out

(to Dawn)

Got your books? Lunch? Stakes?

DAWN
Check thrice.
XANDER
(to Buf)
Did you give her…
BUFFY
Saving it.
Buffy produces a box, slides it across the table to Dawn.
DAWN
What is this?
BUFFY
Back to school gift.
Dawn starts to open it, her excitement tempered with suspicion —

DAWN
It’s a weapon, isn’t it?
BUFFY
Yes it is.

Dawn opens the box —
EXT SUNNYDALE HIGH – DAY
As Buffy and Dawn climb out of Xander’s car. Buses have arrived, kids stream in, some with parents.

BUFFY

I’m gonna take her to class. Have a

look around.
XANDER

Okay. I’ll be on site here most of
the day, so if you have needs…

BUFFY
Thanks.

He drives off as Buffy and Dawn walk toward the front entrance. Buffy sees a girl who looks like
Trouble with a side of Goth walking by herself. Creepy.
BUFFY (cont’d)

Now remember: if you see anything
strange, or, you know, dead…

DAWN
I got it.
BUFFY

Stay away from hyena people, lizardy-
type athletes… if you see anyone

invisible —

Dawn stops.

DAWN

Buffy. I think it’s pretty safe to
say I’m not gonna see anyone that’s

invisible.
BUFFY

You could still drop out. Only nerds

finish school.
DAWN

I really don’t think it’s fair for
you to try and scare me on my first
day of high school, because it is so

redundant.
BUFFY
This place is evil.
PRINCIPAL WOOD
Tough to let’em go, huh?

Buffy spins to see Principal Wood smiling at the two of them. Most everybody else has made it inside
by now.

BUFFY
Oh. Hi.
PRINCIPAL WOOD
Robin Wood. I’m the new principal.

They shake hands.

BUFFY

Buffy Summers. This is Dawn.
PRINCIPAL WOOD
Nice to meet you.
DAWN
Hi.
BUFFY
(probing)

So you’re the principal. I expected
you to be more… aged.
PRINCIPAL WOOD
(smiling)

You seem just a little bit young to
have such a grown up daughter.

BUFFY
No! Oh. No. Sister.
PRINCIPAL WOOD
Right. Of course.
BUFFY

You didn’t really think… Is it my

hair?
(to Dawn)
Do I have mom hair?
PRINCIPAL WOOD
I have actually heard of you, Ms.
Summers. You graduated from the old
high school, am I right?

BUFFY
Yeah. How did you —
PRINCIPAL WOOD
Well, I better get to work. Got to
start deadening young minds. It was
nice to meet you.
(to Dawn)
You have fun.

The principal leaves.

BUFFY
Well that was suspicious.
DAWN
You betchya. Bye.
BUFFY
Dawn —
DAWN

I know. You never see it coming, the
stake is not the power, To Serve Man
is a cookbook. I love you. Go away.

She scampers off. Buffy takes a beat, looking at the school. Another beat, and she enters.
INT. SCHOOL HALLS – DAY
Buffy enters, looking about her. The last few people are heading into classes. Buffy walks along the
unfamiliar space, toting the all-too-familiar dread.
She turns a corner, comes to a row of lockers.
ANGLE: FROM THE OTHER END we see Buffy small, lockers growing in frame as they approach
foreground. Buffy looks about her for a bit in the silence.
Something FLIES into frame and SMASHES into a locker right in front of camera, bounces off.
Buffy jumps, spins to look — it’s a basketball, that bounces back to where it came from. It’s another
hall — and a pair of hands takes the ball from the ground, pulls it out of sight.
Buffy starts toward the unseen person. Turns the corner — and catches a glimpse of a big young
THUG, who glares at her menacingly in passing as he disappears around the next corner.
Buffy continues to follow, rounds the corner — and he’s nowhere.
She walks slowly on, passing the door that says: BASEMENT. NO STUDENT ACCESS.
INT. CLASSROOM – DAY
Dawn sits in the back. On one side of her is a nice-seeming, attractive girl, who is already whispering
to a friend. On the other side is a quiet, nerdy guy, who’s probably not gonna speak to anyone for
the first four months.
Dawn just looks around, apprehensive, vaguely smiling at people.

TEACHER

Well, okay. I’m Mr. Lonegrin. Why
don’t we go around the room and
introduce ourselves. Let’s start

with…

And he scans about the room,

SMASH CUT TO:

Dawn, standing, in the middle of hers:

DAWN

… and my sister is a vampire slayer,
her best friend is a witch who went
bonkers and tried to destroy the
world, um, I actually used to be a
little ball of energy until about two
years ago when some monks changed the
past and made me Buffy’s sister and
for some reason, a big klepto. My
best friends are Leticia Jones, who
moved to San Diego because this town
is evil, and a floppy eared demon

named Clem.
ANGLE: The students stare at her. Total silence.

SMASH CUT TO:

Dawn comes out of her reverie — she has said none of this — as we hear a student saying:

STUDENT

… Die Hard, Spiderman, and the
Matrix, I’m hoping to try out for the
swim team this year, I love to swim,
and uh, I hope I don’t flunk.

Polite laughter. Dawn just nervously waits her turn. How is she ever gonna survive this?

TEACHER (O.S.)
Okay How about you?

INT. GIRL’S BATHROOM DAY
Buffy enters, her fur seriously up. She stops by the sink, looks in the mirror. A long beat, and she
touches her hair.

BUFFY
It’s not mom hair…

She notices something on the sink, goes to it…
ANGLE: a small bone, tied to a twig and a feather.
Buffy’s hand reaches into frame, picks it up. We tilt up to see Buffy in the mirror, looking at it — and
a DEAD GIRL leers at her from right behind her shoulder.
Blue/white, peeling, cadaverous, (cause she’s a cadaver, one would presume) with deep gashes in
her forehead and cheek that are still red and matted blood about her face. Her hair is greasy and
lanky, her clothes dirty and torn. But honestly, the worst part is the smile.

DEAD GIRL
You can’t protect her…

Buffy looks up, gasps —

DEAD GIRL (cont’d)
Couldn’t protect me…

Buffy spins — There’s no one there. She looks back in the mirror. No one there either.
CLOSE ON: BUFFY as she tries to take this in, freaked out. Suddenly a DEAD JANITOR is right in her
face, grabbing her, roaring:

DEAD JANITOR
GET OUT! GET OUT! GET OUT!

He roughly pushes her back —
And she looks up to see he’s gone as well. Push in on her.

NOW she’s wigged.

END OF ACT ONE
Act Two

INT. CAFE – DAY
We see a couple — woman singing, man playing guitar, singing a happy love song.

ANYA sits with HALLIE (Halfrek, but they’re in civilian face, so let’s be casual.) They sip large coffee-
type drinks.

ANYA
God, they’re depressing.
HALLIE

Who are they kidding with that happy

shiny crap?
ANYA

Six weeks, tops, and she’s calling on
me for vengeance.
HALLIE
(sarcastically)
Ooh, he’d better run for cover…

ANYA

What’s that supposed to mean?

HALLIE

Sweetie, you know exactly what it means.

(off her look)
You’re not keeping your end up!

ANYA
Excuse me?
HALLIE

It’s the talk of the Order. They’re
calling you Ms. Soft-Serve. Tell me
you don’t know this.
ANYA
I.. Who…
HALLIE

Listen, Anya, I know I’ve been a
little competitive with you, there
was that thing during the Crimean
War, we laugh about it now, but the
fact is I’ve actually always looked
up to you. You were the single most
hard-core vengeance demon on the
roster and everybody knew it. A
woman was wronged, you were on her
like icky on poo, granting a wish
that was guaranteed to make her ex —
and her — regret they’d ever heard
of romance. Do I have to mention
Mrs. Czolgosz?
ANYA
Good times…
HALLIE

You lost your powers — it happens —

and you fell for this Xander guy.

ANYA

It was a glitch! A summer thing!
I’m SO back in the vengeance fold!

HALLIE
Yeah-huh. You’re a terror.
ANYA

I’ve been granting vengeance wishes
like a frito bandito and you know it.

HALLIE

No deaths, no eviscerations — you’re
not goading women into anything
inventive and you’re not delivering

when it is!
ANYA
I don’t even know —
HALLIE

Waitress downtown wished her husband
was a frog, you made him French!

ANYA

Well that’s a… he’s smelly, and with
the little mustache…
HALLIE

Anya, if it was just me, I’d say,
“fine, she’s not about the hard

justice…”
ANYA

What do you mean, if it was just you?

HALLIE

D’hoffryn, the lower beings, they’re
all feeling the heat… something’s
rising. Something older than the old
ones and everybody’s tail is
twitching. This is a bad time to be
a good guy. You haven’t felt any of

this?
ANYA

I have, I just… I just need to sort

things out.
HALLIE

You need to get your vengeance on,
doodle-bug. Before they come after

you.
ANYA
(bitterly)
So, is this an intervention?
Shouldn’t all my demon friends be

here?

Halfrek looks away, coffee to her lips —

HALLIE
Sweetie, they are.

INT. SCHOOL HALLS – DAY

Buffy comes barrelling out of the bathroom, takes a moment to get her bearing, then heads off to
find Dawn’s class. We STEADICAM down the halls with her, urgency increasing —
INT. CLASSROOM – DAY
Dawn is a actually standing, giving her little intro.
DAWN

… history, and sociology, I love to
dance, I like music, I’m very into
Britney Spears’ early work, you know
before she sold out, so mostly her
finger painting, macaroni art…
Students laugh — Dawn is gaining confidence, even enjoying herself —

DAWN (cont’d)
Very under-rated… Favorite
activities include not ever having to

do this again…
(more laughs)
And, what else? I’m fairly boring

otherwise —
Buffy BURSTS into the classroom, out of breath, intense —
BUFFY
Dawn!
DAWN
What?
BUFFY
We gotta go. It’s not safe.
DAWN
But…

Buffy begins to take stock as she continues, deflating somewhat…

BUFFY
We, I mean I saw…
TEACHER
Can I help you?
BUFFY
No, I… just
(to Dawn)

I thought you were in danger of,
um… smoking, and let’s not, kids,
’cause it’s not cool to… I’ll be

around.

She exits sheepishly. Dawn’s look mirrors her own as the class looks at her, silent now. A beat…

DAWN
I also have a sister.

EXT. SCIENCE BUILDING – DAY
It’s under construction. Xander is there, jacket and tie gone, sleeves rolled up and a hard hat on.
BUFFY approaches him.

XANDER
(to a worker)
Tell Ronnie to let the other guys
finish upstairs.
(to Buffy)

So, how’s it looking? Does the place

pass inspection?
BUFFY

It’s great, if you’re a zombie-ghost-
thing.

XANDER
(damn)

So school’s in session, huh?

BUFFY
Seems like old times.
XANDER
S’ wonderful.
He walks her to a more secluded spot, pulling off his hat.
XANDER (cont’d)
So, zombies or ghosts?
BUFFY

I’m not sure. They were in the
mirror, they disappeared, but they
touched me. I think. Let’s just
start with “dead” and “pissed”.

XANDER

They were after you personally?

BUFFY
(nodding)

Talked about protecting people. Told

me to leave.
XANDER
No damage, though.
BUFFY

I think I may have destroyed Dawn’s
social life in all of thirty seconds,
but apart from that, no.
XANDER

Ahh, being popular isn’t that great,
or so I’ve read in books. Anything

I can do?
BUFFY

I don’t know. You could blow up the

school again…
XANDER
That never gets old…
BUFFY

It’s not a coincidence, you know.
The school being rebuilt. It means
something… more.
XANDER
As in what?
She has no answer. Looks off into the distance —
INT. CLASSROOM – DAY

As does Dawn. The teacher is talking at the front of the class, but we hear nothing. Lost in thought —
probably about the untimely death of her social life.
The nerd next to her leans in —

NERD
Can I borrow a pencil?

She starts a bit, pulls one from her pencil case.
ANGLE: THE PENCIL
As she hands it over, the hand receiving it is blue/white and peeling.
We move up to the nerd’s face — he’s another of the dead people that Buffy saw.

NERD (cont’d)
Thanks a lot.

The odd croak of his voice causes Dawn to turn to him — and before she can gasp he SHOVES THE
PENCIL IN HER EYE.
She falls back out of her desk, screaming and holding her face. Kids come out of their chairs, the
teacher rushes forward —
Dawn calms down, pulls her hands away — there’s no blood. No pencil, two working eyeballs…
Dawn sees everyone staring at her, looks over at the nerd’s desk. It’s empty.

TEACHER
Are you all right?
DAWN

I’m sorry, I’m sorry… there
was a… a bee flew at my eye, I’m very

allergic…
TEACHER
I think it’s gone…
DAWN

Can I… can I got to the bathroom?

TEACHER
Of course.

Dawn rises, looking at the desk…

DAWN

What happened to the… never mind.

She exits, very shaken. The kids look at her like she’s crazy, including the boy who spoke before.

STUDENT
Guess it runs in the family.

INT. GIRL’S BATHROOM – DAY
Dawn enters, sweating. She goes right to a stall and sits, shaking, trying to clear her mind.
She is there a moment when she hears something. It takes a moment to recognize it as low sobbing.
Dawn becomes very still. Listens. The sound is coming from further down in the stalls. Slowly, a little
frightened, she bends down to see:
ANGLE: DAWN’S POV
Down all the stalls. No feet.
But the sobbing continues. Dawn looks worried, but not totally freaked. She moves slowly out of her
stall. Starts down the row of stalls…

INT. SCHOOL HALLS – DAY
Buffy is coming back from seeing Xander. She turns a corner and bumps into —
Principal Wood. Buffy almost takes the principal out, but sees who it is in time.

PRINCIPAL WOOD
Whoa.
BUFFY
Sorry.
PRINCIPAL WOOD
Ms Summers. I didn’t know you were

still about.
BUFFY
Well, I was looking…
PRINCIPAL WOOD
I thought generally it was customary
for a person who has graduated to,
um, go somewhere else.
BUFFY
(a little cold)

It’s a new campus. I just want to
get to know it. Make sure it’s all
right. For my sister.

INT. GIRL’S BATHROOM – CONTINUING
Dawn approaches the last stall. The soft sobbing continues.
Dawn reaches the door, pushes it open.
The creepy looking goth girl Buffy saw outside (KIT) is huddled on the tank, feet on the seat. She is
terrified, clutching her shoulder bag (it’s the small old army kind and yes, it’ll come into play later).

DAWN
Hey, what’s wrong…
KIT

There’s someone… in here…

DAWN
It’s only me.
KIT
No. It’s not.

INT. SCHOOL HALLS – CONTINUING

PRINCIPAL WOOD
You know, I actually know a little
more about you than I let on before.

BUFFY
Isn’t that interesting.
PRINCIPAL WOOD
It really is.

INT. GIRL’S BATHROOM – CONTINUING

DAWN

Let’s just get you out of here, okay?
We’re gonna be all right. But maybe
we could get some air.

Slowly, Kit lets Dawn help her out of the stall.

DAWN (cont’d)
I’m Dawn.
KIT
Kit.
DAWN

Saw something pretty creepy, huh?

KIT
You won’t believe me.
DAWN

I kinda sorta think I will. Was
there a pencil involved in any —

She stops, looking in the mirror. Fast pan to show that in the mirror, they are surrounded by all three
of our dead folk.
ANGLE: The lights
EXPLODE! A shower of sparks above the girls’ heads leaves the bathroom in darkness. Kit screams —

DAWN (cont’d)
Come on!

She tries to pull Kit toward the door, but the girl is on the deep wig.
ANGLE: THEIR FEET
As Dawn tries to drag Kit to safety, three sets of dead HANDS SMASH through the tiled floor and
GRAB at them.
A whole chunk of floor crumbles beneath the screaming girls as they are pulled down into darkness.

END OF ACT TWO
Act Three

EXT. ENGLAND – DAY
Close On: WILLOW
As she gasps, like she’s just come up from underwater.
Widen to see Giles on his knees, holding her — she has collapsed on the front lawn of an old stone
house.
For a few moments she continues to gasp, panic etched in her sweating face.

GILES
Breathe… just breathe…
WILLOW
Giles… I can’t… goddess…

GILES
Just breathe.

A few more moments, and she shakily disengages herself, resting with her hands in the grass, breath
still coming slow.

WILLOW
What happened?
GILES
What do you remember?

She looks around her, getting her bearings.

WILLOW

We were talking. And I felt —
She jerks her hands away from the grass, remembering.
WILLOW (cont’d)
I felt the earth.

She looks at Giles.

WILLOW (cont’d)
It’s all connected, it is, only it’s
not all good and pure and rootsy…
there’s deep, deep black, there’s…
I saw the earth, Giles. I saw its

teeth.
GILES
The Hellmouth.
WILLOW
It’s gonna open.
(looks away)
It’s gonna swallow us all.

INT. BASEMENT OF SCHOOL – DAY
Dawn and Kit lie amidst the rubble. Kit is shaking Dawn, who shakes her head, blearily.

KIT

Hey, wake up… please wake up…

DAWN
Oh, God.

She feels the back of her head, winces in pain. Kit is looking around, afraid.
Dawn looks up at the hole they came through. Looks at Kit.
DAWN (cont’d)
Are you okay?
KIT
We have to leave.
DAWN
You’re not wrong.

They help each other up. Dawn’s a little woozy, and Kit’s limping slightly, but they’re good to go.
But the basement appears to be something of a maze. They turn, looking for the best way out…

DAWN (cont’d)

There’s gotta be a staircase… Come

on.

They move toward a corner.

DAWN (cont’d)

What did you see? When I found you

in the stall?
KIT

A girl. She said she died here.
That everybody dies here and we all

would too.

DAWN

And here I was worried about not

fitting in.

They’re about to turn the corner when a large figure SHOOTS out right in front of them — they
SCREAM —
It’s the thug with the basketball that Buffy saw in the halls. He has no ball now, just a look of terror.
He’s called:

CARLOS
Who are you?
KIT
Who are you?
DAWN
Are you dead?
CARLOS
Stop saying that!
DAWN

Whoa, Whoa… we’re not dead, we saw
scary dead people, we’re trying to
get out of here.
CARLOS

I just came down for a smoke, you
know, and I saw… it was the
janitor, yelling at me, I thought he
was just pissed, but I saw him in the

light…
DAWN

You came downstairs. WHERE?

CARLOS

Man, I got no clue. I ran away like
a girl, I don’t know this place at

all.
DAWN

Okay, so we can run around in
circles, or —
DEAD JANITOR
You really think you can run away?

He’s several yards away, coming into the dim light. (Did I mention it’s really dark down here?)

KIT
It’s not real…
DAWN
(grimly remembering)
Lesson one: It’s always real.
DEAD NERD
I tried to run, too.
They whip — he’s coming from the other direction.
DEAD GIRL
I tried to scream.

They’re surrounded. The dead people shamble toward them with menacing glee.

DEAD GIRL (cont’d)
It doesn’t matter how much you
scream. Nobody ever hears you.

Realizing, Dawn starts going through her pockets.
DAWN

Hear me, right… I got a present…
my sister gave me a present.

KIT
What is it?

Dawn pulls out a small cell phone.

DAWN
A weapon.

INT. SCHOOL HALLS – CONTINUING
Buffy still speaks with the Principal.

PRINCIPAL WOOD

The school board recommended I spend
some time reading your record. It’s
a page turner. Kind of a checkered

past.
BUFFY

More like plaid. Kind of a Clan
Tartan of badness, really, but there

were factors.
PRINCIPAL WOOD
Well, your sister clearly looks up to

you —
BUFFY

Oh, she’s much, much worse than me.
She’s a trouble-maker. Expulsion is
really the way to go there, or maybe
just suspend her for… three years…
PRINCIPAL WOOD
(smiles)

Well, we’ll give her a chance, first.
As long as she —

Buffy’s phone rings. She jumps a little.

BUFFY
Hey! That’s loud.
PRINCIPAL WOOD
That’s part of why we don’t allow —

But Buffy has it to her ear —

BUFFY
‘Scuse me.
(listens)
Uh huh?
(to Wood)
Sorry.
(bad liar time:)
It’s my dog. My dog walker.
(into phone)
Three dead?

PRINCIPAL WOOD
Oh my god.
BUFFY
(into phone)
…Yeah…
PRINCIPAL WOOD
Your dogs are dead?
BUFFY
I’ll be right there.

INT. BASEMENT OF SCHOOL – CONTINUING
Dawn is on the phone as the three kids back into a corner. Dawn is scared, but together.

DAWN
Good. And, Buffy…

INT. SCHOOL HALLS – CONTINUING

BUFFY
Yeah?

INT. BASEMENT OF SCHOOL – CONTINUING

DAWN

Isn’t this reception amazing? I’m in
the frikkin’ basement!
A moment, and she hangs up. Looks to the other two.
DAWN (cont’d)
Help is on the way, guys, we just

gotta —

ANGLE: The dead guys are gone.

DAWN (cont’d)
Where did they —
And the Janitor’s hand SHOOTS around her throat.
INT. SCHOOL HALLS – CONTINUING
Buffy is pocketing her phone, backing away.

BUFFY
I’m sorry, but I have to go.
PRINCIPAL WOOD
Of course… good luck with your…

dog tragedy…
Buffy turns the corner — then, out of sight, bolts.
INT. GIRL’S BATHROOM – MOMENTS LATER
Buffy enters. It’s still dark, and there’s still a big hole in the floor. Without hesitation, Buffy jumps
cleanly down through the hole —
INT. BASEMENT OF SCHOOL – CONTINUING
And lands, catlike (but not Tom Cruise in MI2-like, ’cause LAME), looking around.
She’s alone.
Looks around a bit.

BUFFY
Dawn!

No sound, no movement. Buffy starts through the dark space — it really does resemble a maze.
A moment, then she remembers — pulls out the phone, speed dials. Waits — hears a distant ringing,
far left. She runs down the corridor towards it, but it stops. She puts the phone to her ear —

BUFFY (cont’d)
Dawn! I’m close by —
DEAD JANITOR (ON PHONE)
You’re too late.
Buffy’s face tightens. She slows, still heading in the same direction.
DEAD JANITOR (cont’d; ON PHONE)
But then, you’re always too late,

aren’t you?

Buffy rounds the corner — and there he is, smiling at her. No phone, though.

DEAD JANITOR
Sure as hell didn’t save me…

BUFFY
Where’s my sister?
DEAD JANITOR
I think she’s lost…

Buffy looks around, sussing the space. Some doors, halls going off — no clue if Dawnie might be
around.

BUFFY

If I’m the one that let you die, why
take it out on her? I’m right
here… What are you after? Fear?
Revenge? Tasty brains?
DEAD NERD
I think I’d like Dawn to be my
girlfriend…

He’s appeared to the left of her.

BUFFY

Again, wrong sister. I’m the one
that dates dead guys. And no
offense, but they were hotties. I
mean, I’m sure you had a great
personality…
She’s on the other side, gradually they gather before her.
DEAD GIRL

Were you busy making out with your
dead boyfriend when I was ripped to
death by a werewolf? Is that why you

let me die?
DEAD NERD

I was screaming for help when they
pulled me down into the —
BUFFY
Hello…
(calls time out)

Not making myself clear: I don’t care

how you died. I’m sorry for your
loss, now stay out of my way. DAWN!

DEAD JANITOR
She’s not gonna hear you. Place is
like a maze, it just swallows up

sound.
Buffy looks around her, increasingly worried.

DEAD JANITOR (cont’d)
A person could spend months in here
and never be found. Believe me, I

know.
BUFFY
What do you want?
DEAD JANITOR
You don’t belong here.
DEAD GIRL

This place is ours, now. It’s built
on our graves. We rested easy until
we felt you return.
DEAD JANITOR
Leave. Leave and never come back.

BUFFY
I’d love to. Really. But —
DEAD JANITOR
Dawn is fine. She’s sitting in class
right now, not remembering any of
this. We don’t care about her. All
we want is for you to leave so we can

rest again.
BUFFY

Actually, I think all you want is to
get between me and that door.

She indicates a rusty metal door behind them. It’s so like the wall it sits in that it’s almost invisible.
The Dead Guys look pissed that she sussed that one.
BUFFY (cont’d)
Who’s for finding out why?

It’s probably a bad idea for the nerd to rush her first — she grabs his arm and single handedly (in the
literal sense) swings him into the wall behind her, swinging him back into the Janitor, who follows
hard upon. They both go flying and Buffy heads for the door and the girl JUMPS on her, screaming,
trying to bite her — Buffy jumps up and back, flies through the air and lands as hard as she can on
the girl, wrestler-style. Rolls away and comes up and all three are suddenly standing between her
and the door as though nothing has happened.

BUFFY (cont’d)
It at first you don’t succeed…

She runs at them — they charge — and she jumps over them, flipping in mid air (high ceilings),
landing on her feet and dashing for the door –

BUFFY (cont’d)
— cheat.

She pulls — it’s locked — suddenly they grab her, pull her back, some panic on their faces — she
elbows, shakes and kicks them off, pulls at the door again, we hear metal groaning, locks snapping —
and the door flies open.

Buffy (cont’d)
Dawnie! We have to get —

SPIKE.
Standing two inches from her face. Hair disheveled, longer, with roots showing. Clothes dirty and
torn. On his face, madness and despair. And possibly violence.
Buffy stops.

END OF ACT THREE
Act Four
INT. BASEMENT OF SCHOOL/INNER CHAMBER – A MOMENT LATER
Buffy and Spike stare at each other, neither particularly comprehending. The dead types not a factor
as we stay in close ups…

BUFFY
Spike…?

He says nothing.

BUFFY (cont’d)
Are you… real?
He laughs at that and his laughter is so close to tears it’s not pretty.
BUFFY (cont’d)
Spike…
He reaches out to touch her face. She’s kind of immobilized…
SPIKE

Buffy… duck…
BUFFY

What? What duck? There’s a duck?

The Janitor SLAMS her in the back of the head with a baseball bat-sized pipe. She goes face first into
the wall, drops to the ground in agony, blood coming from her nose.
Spike just takes a step back into the darkness of his inner chamber, muttering…

SPIKE

No visitors today… terribly busy…

The Janitor swings the pipe down again, Buffy blocks it with her arm, but that nearly breaks bone.
She cries out in pain.
ANGLE: NERD and GIRL
Watch with satisfaction.

NERD
Told you to get out…

Buffy leg sweeps the Janitor, sends him to the ground. She grabs the door and jerks it into his face
three times in rapid succession.
She pulls herself painfully into the inner chamber, Spike backing further away. Shuts the door behind
her.

BUFFY

They’ll probably show up in a sec —

SPIKE

Nobody comes in here. It’s just the

three of us.
BUFFY

Spike, have you seen Dawn? She came
down with some kids —
SPIKE

DON’T YOU THINK I’M TRYING?!? Ooh,
not a fast, not a quick STUDY… I
dropped my board in the water and the
chalk all ran, sure to be caned…
(laughs weakly)
…should’ve seen that coming…

Buffy comes to him, focused on him now…

BUFFY
Spike… what happened…

He moves a step away, pulling his unbuttoned shirt closed. Concerned, Buffy comes to him and
gently opens his shirt.

BUFFY (cont’d)
(quietly)
What did you do…?

ANGLE: SPIKE’S TORSO
Is covered in cuts, some new, some healed for months. He begins to weep.

SPIKE

I tried… I tried to cut it out…

She looks at him with confusion and concern — and jumps a mile when the phone rings.

BUFFY
(into phone)
Dawn?

INTERCUT WITH:

INT. BASEMENT CHAMBER BY FURNACE – CONTINUING
Dawn is huddled in a dark corner, with the other two.
DAWN
(whispers into phone)
Buffy… where are you?
Buffy glances at Spike, who’s impressively out of it. Hesitates.
BUFFY
I’m… where are you?
DAWN

I don’t know. A room, by the
furnace, near where we fell in….
they dragged us in here then
disappeared…
BUFFY
Yeah, they came after me.

As if in proof, we hear something BANG against the metal door. Buffy moves away from it…

SPIKE
(mutters)

Not in here, they’d not dare… no
solicitation, thank you…

DAWN
What do they want?
BUFFY
So far, to piss me off.
DAWN

Please tell me it’s working.
BUFFY

Oh, I’m damage bound. I just can’t
figure them — ghosts can’t touch you
and zombies can’t disappear, so I
don’t know what we’re —
SPIKE
Not ghosts…
DAWN
Who was that?
BUFFY
Hold on…

She puts her hand over the phone.

BUFFY (cont’d)
You know what they are?

Spike looks at her like SHE’S crazy, “Duh”… she glares at him and he gets small again.

SPIKE

Manifest spirits, controlled by a
talisman, raised to seek vengeance…
a four-year old could figure it…

He wanders into a corner, squats, distractedly amused.
BUFFY (INTO PHONE)
Just hang tight. I’ll find you.
These things can hurt you, but you
can hurt them too. Find a weapon.
I’ll come for you.

She hangs up.

BUFFY

Spike, you gonna help me out?

SPIKE

THIS IS MY HOME! I belong here, I’ve
always been here, cheers for stopping

by.

He’s starting to tear up again, running his hands along the walls.
SPIKE (cont’d)
It’s in the walls…
BUFFY
I’ll get back to you.
She turns, faces the door. The banging continues. She holds a sec…
Kicks it open — and there’s no one there. She moves out.
BUFFY (cont’d)
Guys? Resentful dead guys?

A noise makes her spin, but she seems to be alone.

BUFFY (cont’d)
This can’t be good…
She starts moving through the halls, cautiously, but with a purpose.
BUFFY (cont’d)
Come on… Manifest spirits, raised
up, controlled by
(stops)
— a talisman…

She pulls out the phone again, speed dials.

BUFFY (INTO PHONE)
Xander.
INT. BASEMENT CHAMBER BY FURNACE – CONTINUING
Dawn and the others are looking around them, staying low and quiet.

DAWN

We need some kind of weapon. Just to

hold them off.
Carlos holds up two dusty bricks from the corner.
CARLOS
I got these…
DAWN

I guess that’s better than…

(idea)
… Kit. Give me your bag.
Kit does and Dawn empties it without a thought, shoves the bricks in it.
INT. SCHOOL HALLS – CONTINUING
Xander runs down the halls, action-purpose guy.
INT. BASEMENT OF SCHOOL – CONTINUING
Buffy pulls a door open — nothing. She’s beginning to feel turned around.
INT. BASEMENT CHAMBER BY FURNACE – CONTINUING
Dawn pulls the bag strap as long as it will go. She hefts the bag — it’s heavy.

KIT

Do you think they’ll come back?

DEAD GIRL
(vicious mimic)
Do you think they’ll come back?

She steps into the dim light of the furnace, the others behind. The nerd now holds the pipe.

DEAD GIRL (cont’d)
We never left. We’ll always be here,

just like you.
KIT
No…
DEAD GIRL

Why do you think we picked you? The
ones no one will miss… the ones
that don’t belong… Spend all your
time trying to get out of high

school, and now you’ll never ever

leave.

With a roar, Dawn SWINGS the bag at her — but it’s too heavy and she only hits her in the shins. But
that works too, the girl stumbling back and clutching her shins as the Janitor punches Dawn and
knocks her to the ground. Kit SCREAMS —
INT. BASEMENT OF SCHOOL – CONTINUING
Buffy hears the struggle, makes for it.
INT. GIRL’S BATHROOM – CONTINUING
Xander bursts in, stops short at the damage.

XANDER
Whoa! Contracty goodness.
(back to business)
Talisman. Talisman.

He starts looking, but it’s dark in here.
INT. BASEMENT CHAMBER BY FURNACE – CONTINUING
The Janitor kneels down, pulls Dawn’s head up by the hair.
DEAD JANITOR
You can thank your sister for this.

Buffy bursts through the door — Nerd swings, but she ducks, rolls forward onto her back from which
position she slams her legs into the kneeling Janitor, sends him flying against the wall —

DAWN
Thanks, sis.
BUFFY

We just gotta hold ’em at bay —

And the nerd slams the big pipe down, Buffy barely rolling out of the way this time.

DAWN
The bag!

Buffy grabs the strap as she gets up, swinging the bag with ease very different from Dawn’s — in fact
she picks up speed, swinging it like a bolo — and it’s bag-fu time as she, Chan-like, swings it into
zombie faces, over her head, around her back — around the pipe, pulling it away from the nerd while
headkicking the girl back into the dark corner — and never stopping the graceful motion of her
deadly swinging brickbag
INT. GIRL’S BATHROOM – CONTINUING
Xander is on his hands and knees by the sink, careful to avoid the hole…

XANDER
Come on…. yes!

He picks up the twig/bone/feather thing —

XANDER (cont’d)
Talisman!

He stands — and Dead Girl is right by him, screaming and attacking.
INT. BASEMENT CHAMBER BY FURNACE – CONTINUING
Buffy finally lets the bag go, flying into Janitor face and sending him rocketing back.
Without thought, Dawn tosses Buffy the big pipe and Buffy catches it without looking, twirls it into a
ready stance.

BUFFY

You really wanna keep this up?
DEAD JANITOR
What are you gonna do? Kill us?

INT. GIRL’S BATHROOM – CONTINUING
Xander is on his back in the corner. He manages to keep the clawing girl away long enough to snap
the bone and rip the thing apart.
She disappears.
INT. BASEMENT CHAMBER BY FURNACE – CONTINUING
As do Nerd and Janitor.
A beat, as everyone lets the air out.

CARLOS
Are they gone?
BUFFY

Yeah. Talisman must’ve been
Destroyed.
DAWN

How’d you know it was a talisman?
Buffy looks over at the doorway, thinking about Spike. Turns to Dawn.

BUFFY
There’s always a talisman.

She tosses the pipe to the ground.

BUFFY (cont’d)

The real question is who put it there.

She looks at the freaked-out kids.

BUFFY (cont’d)

Let’s find a way upstairs. Assuming

there is one.

As they go:

DAWN

You really weren’t kidding about this
place. I guess it hasn’t changed.

BUFFY

I don’t know… it seems smaller.

INT. SCHOOL HALLS – DAY
Pan through the halls as kids change classes, packing the place.
Buffy, Dawn, Carlos and Kit are all together near the entrance to the basement. It’s crowded, but
these four are in their own world.

BUFFY

You guys are gonna be okay. This
school is intense, but you can do all
right if you’re careful. And you
might wanna think about sticking

together.
KIT
Thank you…

She hugs Buffy. Carlos puts his arm on her shoulder and says, sincerely:

CARLOS

Yeah. I mean it. You’re the coolest

mom ever.
Ashen, Buffy instinctively touches her hair. Dawn smiles.
DAWN

Come on. We’ve still got a few more
classes to live through.

She kisses Buffy on the cheek and then takes off, arm in arm with Kit, Carlos staying close. Buffy
watches them go, then turns to find Principal Wood staring at her.
PRINCIPAL WOOD
Curiouser and curiouser.
BUFFY
What is? You is?
PRINCIPAL WOOD
Carlos Trejo and Kit Holbern.
Possibly the only two students in
this school who’s files are as thick

as yours was.
BUFFY

You really did do your homework.
PRINCIPAL WOOD
I was looking for one or both of them
to implode in a fearsome way before
midterms, and you’ve got ’em
socializing, hugging, and if I’m not
mistaken, actually headed to class.

BUFFY

Well, we shared an… encounter.
Sometimes you just gotta break the

ice.
PRINCIPAL WOOD

You were probably more than happy to
get out of this place, but I gotta
tell you, Ms. Summers, I think you

belong here.
BUFFY
Hamnoo?
PRINCIPAL WOOD
Ever think about coming back?

BUFFY

Is this that nightmare where I didn’t
take finals? Should I be in my

jammies?
PRINCIPAL WOOD
I know this school’s reputation. You
think I got this job ’cause I had
seniority? We’ve got a lot of pretty
troubled students here, and just
enough money to keep the place from

caving in.
BUFFY

You may need a little extra there.

PRINCIPAL WOOD

We do have a small community outreach
program, gets people from the town to
teach electives and such… the money
we could pay you wouldn’t even fold,
but it would just be a couple days a

week…
BUFFY

You want me to be a counselor?
PRINCIPAL WOOD
We have a guidance counselor, but I
think the kids could use someone, you
know, closer to their age, who

still —
BUFFY
I’m in.
PRINCIPAL WOOD
You serious? You heard the part
about the money?
BUFFY

I heard. I’ve been temping, my
schedule could be a little funtastic,
but I’ll work it out. I’d like to
keep an eye on this place.
PRINCIPAL WOOD
Well that’s great.
BUFFY
Just let me know.
PRINCIPAL WOOD
All right.
(looks at watch)
It’s not even noon and I’ve already
bullied my first family member into
helping out. I’m going to be the
best principal ever.

The principal smiles, winningly, and goes off. Buffy watches, her smile fading. Still not sure about this
person. She looks around the building a bit, then exits out the front.
WILLOW (O.S.)
I’ve got so much to learn.

EXT. ENGLAND – DAY
Willow sits with Giles. It is not long after her attack, and they have been talking.

GILES

You always will have. That doesn’t

ever stop.
WILLOW

There’s so much I don’t understand
yet. About control, and, and potions
I’m not good with. Plus, many
concepts I appeared to understand, I
was only nodding and hmmmming in a
pretend fashion so as to not look

dumb.

GILES

Willow, I understand you’re not ready

to go back.
WILLOW

Then why are you gonna ask me to?

He doesn’t answer. A beat.
INT. BASEMENT OF SCHOOL/INNER CHAMBER – NIGHT
Spike is rocking on his haunches, muttering to himself. We PUSH IN…

SPIKE

Everything is… I had a speech, I
learned it all… oh God, she won’t
understand… she won’t understand…

And suddenly we see a pair of legs pass him, and tilt up to see WARREN pacing around the room.

WARREN

Of course she won’t understand,
Sparky. I’m beyond her
understanding. She’s a girl. Sugar
and spice and everything useless
unless you’re baking. I’m more than
that. More than flesh —

He MORPHS into GLORY…

GLORY

— More than blood, I’m… you know,
I honestly don’t think there’s a
human word fabulous enough for me.
Oh, my name will be on everyone’s
lips — assuming their lips haven’t
been torn off — but not just yet.
That’s all right, though…

And MORPHS into ADAM…

ADAM

…I can be patient. Everything is
well within parameters. She’s right
where I want her. And so are you,
number 17. You’re where you belong.

… into MAYOR WILKINS, who squats opposite Spike.
MAYOR WILKINS

What’d you think, you’d get your soul
back and everything would be Jim
Dandy? A soul’s slipperier than a
greased weasel — why do you think I
sold mine? Well, you probably
thought you’d be your own man and I
respect that. But you never will.

He reaches for Spike’s face, MORPHING into DRUSILLA.
DRUSILIA

You’ll always be mine. You’ll always
be in the dark with me, singing our
little songs. You like our little
songs, don’t you?

He lets her caress his face, still trying to shut them all out, still muttering inaudibly.

DRUSILLA (cont’d)
You always liked them, right from the
beginning. And that’s where we’re

going.

She stands, MORPHS into THE MASTER.

THE MASTER

Right back to the beginning. Not the
“Bang”, not the “Word”, the true

beginning.

The next few months are going to be
quite a ride, and I think we’re all
gonna learn something about ourselves
in the process. You’ll learn you’re
a pathetic shmuck, if it hasn’t sunk

in already.

He stands over Spike’s hunched figure.

THE MASTER (cont’d)
Look at you. Tried to do what’s
right. Just like her, you still
don’t get it. It’s not about right.
It’s not about wrong.

And he MORPHS as well, Spike looking up to see the face towering above him, looking down at him
with a quiet smile…

BUFFY
It’s about power.

BLACK OUT.

END OF SHOW

Transcripts

REVIEW:
GILES (VO)
Previously on Buffy the Vampire Slayer:
1 EXT. BUFFY’s BACKYARD – DAY
Warren shoots at Buffy, who is in her backyard with Xander. Meanwhile, while running away, Warren
fires a random shot that goes through the upstairs window into Willow and Tara’s bedroom.
Cut to:
2 INT. WILLOW AND TARA’S BEDROOM AT BUFFY’S HOUSE- DAY
Tara is shot and falls to the floor. Blood spatters Willow’s shirt.
WILLOW
Tara? Oh, God!
Willow is grief-stricken. She is holding Tara’s dead body, and when she looks up to heaven, her eyes turn red
and black with dark magic because of her anger.
Cut to:
3 EXT. WOODS SOMEWHERE IN SUNNYDALE – NIGHT
Warren is strung up between a pair of trees. He is tied at four points, splayed out like the famous DaVinci
diagram. Warren calls for help.
WARREN
Somebody!
Willow, in full dark magic splendor (black hair, black eyes), motions her hand toward Warren, and with a twist
of her wrist, removes his skin. Warren screams in agony.
Cut to:
4 INT. CAVE UNDERNEATH SUNNYDALE CEMETERY – DAY
Buffy and Dawn are stuck in a cave and cannot escape. Anya, who has recently returned to demon status,
has teleported herself into the cave to update them on the Willow situation.
ANYA
Things just got worse.
BUFFY
How worse?

ANYA
End of the world worse. Willow’s going to destroy it.
Cut to:
5 EXT. DARK TEMPLE ON PACIFIC COAST CLIFF – DAY
Willow is using her powers to activate a trigger at the temple that will end the world. Xander interferes,
and hugs her as she sobs.
XANDER
I love you
Cut to:
6 INT. CAVE UNDERNEATH SUNNYDALE CEMETERY – DAY
Buffy and Dawn have just worked together to defeat an evil force, and Dawn surprised Buffy by holding
her own quite nicely.
BUFFY
(to Dawn) Things really sucked lately. Things are going to change. And I’m going to be there when it does.
Cut to:
7 INT. CAVE SOMEWHERE IN AFRICA – NIGHT
Spike is exhausted and beaten, but demands his prize nontheless.
SPIKE
Make me what I was.
DEMON
We will return your soul.
Spike screams.
END REVIEW TEASER.

The Start Of Episode

PROLOGUE
8 EXT. CITY STREET IN ISTANBUL – NIGHT
TITLE CARD: Istanbul
Turkish music plays. Camera shows the city skyline and closes in on the top of a building, and then to the
street. A dark-haired girl is running through the arched hallway, looking over her shoulder and panting
from the exertion of running so fast. She slips down an embankment. She’s being chased. A man on the
street sees her through his front door, and closes it rather than help her. Two people in hooded cloaks are

chasing her. After trying various alleys looking for an escape route, she finds herself trapped in a dead-
end. She sees a drain pipe next to her and decides to use it to scale the building. The people chasing her

grab her foot, but she manages to escape their grip and easily climbs up to the roof. There, another
hooded figure is waiting and pushes her off the building. She screams, but she lands on the ground alive,
on her back. Two hooded figures hold her down, and she fights back with all her might. A third figure
raises an arched, shiny, silver dagger and thrusts down at her.
Cut to:

9 EXT. SUNNYDALE CEMETERY – NIGHT
Camera is at ground level, showing a new vampire rising from his grave. He’s middle-aged, wearing a
suit. Sounds of his struggle to escape his grave persist until he interrupts the girls talking.
BUFFY
It’s about power.
Pan to Buffy talking to someone.
BUFFY
Who’s got it. Who knows how to use it. So…
Tosses a stake to Dawn.
BUFFY
Who’s got the power, Dawn?
DAWN
(sighs) Well, I’ve got the stake.
BUFFY
The stake is not the power.
DAWN
But he’s new. He doesn’t know his strength. H-he might not know all those fancy martial arts skills they
inevitably seem to pick up.
BUFFY
Who’s got the power?
DAWN
He does.
BUFFY
Never forget it. Doesn’t matter how well prepped you are or how well armed you are. You’re a little girl.
DAWN
Woman.
BUFFY
Little woman.
DAWN
I’m taller than you.
BUFFY
He’s a vampire, OK? Demon. Preternaturally strong. Skilled with powers no human could possibly ever—
VAMPIRE
Excuse me. I think I’m stuck.
BUFFY
You’re stuck?
VAMPIRE
My foot’s caught on a root or something, and… I don’t even know how I got down there. If you girls could just
give me a hand…
DAWN
Hm. So, he’s got the power?

BUFFY
Zip it.
VAMPIRE
I really appreciate it. It’s just it’s so dark, and I don’t even know what I’m doing here.
Buffy picks him up by his suit collar and puts him down standing on his feet.
VAMPIRE
Whoa. Ooh. Thanks. That was a help. Unfortunately it was the last—
Buffy grabs him by the throat. His voice turns scratchy.
VAMPIRE
—thing you’ll ever do.
BUFFY
Listen up. I’m the slayer. You don’t want to get into it with me. You want blood? You can have hers.
Vampire turns to go after Dawn.
BUFFY
Power. He’s got it. He’s going to use it. You don’t have it, so —
Vampire is charging Dawn. She bends and flips him over her back.
BUFFY
—use that. Perfect.
Dawn stakes him, and thinks she defeated him. But she missed the heart. She gets a panicked look on her face.
He pushes Dawn down, gets up and away from her. She tries again to stake him, but he overpowers her and
starts to bite her neck.
DAWN
Buffy!
Buffy grabs the vampire’s coat from behind, and he drops Dawn. Buffy fights with swings, kicks, punches, etc.
Finally, she grabs a nearby sword, and cuts off his head.
BUFFY
It’s real. It’s the only lesson, Dawn. It’s always real. Let me see.
She inspects Dawn’s neck. There are two puncture wounds where the vampire bit her.
DAWN
It’s nothing, it’s just a scrape. Plus, I had a plan the whole time.
BUFFY
Really?
DAWN
Yeah, I planned to get killed, come back as a vampire, and bite you.
BUFFY
You wanted to be trained.
DAWN
Well, just the next time when you’re gonna disa—
BUFFY
You did pretty well.

DAWN
I did?
BUFFY
Yeah.
DAWN
‘Cause, you know, with the whole rolling thing, I was actually using his strength, and it was very tai chi. Plus I
nearly got the heart.
BUFFY
My first time out, I missed the heart too.
DAWN
No way.
BUFFY
Just the once.
Buffy walks back to pack up her tools and weapons. They begin walking home.
DAWN
Well, the next vampire I meet—
BUFFY
The next vampire you meet, you run away. I just wish that was all we had to worry about. Vampires, demons…
they’re nothing compared to what’s coming.
DAWN
I know. I just can’t believe it’s back.
BUFFY
Believe me, I thought I was long past it. I guess you never are. Just a few more days ’til it starts. Then we’ll
never know what’s coming next.
Cut to:
10 EXT. NEW SUNNYDALE HIGH SCHOOL – DAY
Zoomed in on a large pair of scissors. A man is using them to cut a huge red ribbon. Pan out to a press
conference and grand opening ceremony with reporters and city officials standing around.
PRINCIPAL
It is my great pleasure and privilege to announce the official opening—on the very ground that it first stood
upon—of the brand new state of the art Sunnydale High!
Ceremonious clapping.
Opening credits and title sequence.
ACT I.
11 EXT. ENGLISH COUNTRYSIDE – DAY
TITLE CARD: Westbury, England
Giles is riding a horse through the English countryside. Then we see him walking through a field to a tree
that Willow is sitting under. She is looking at the ground making an exotic flower grow and bloom.
GILES
That doesn’t belong there.

WILLOW
No, it doesn’t.
GILES
That’s the flora kua alaya. A native of Paraguay, if my botany serves.
WILLOW
Is there anything you don’t know everything about?
GILES
Synchronized swimming. Complete mystery to me.
Moves closer.
GILES
Yep. Paraguay. Where does it come from?
WILLOW
Paraguay.
GILES
Who brought it through the Earth?
WILLOW
It’s all connected. The root systems, the molecules…the energy. Everything’s connected.
GILES
You sound like Miss Hartness.
WILLOW
She’s taught me a lot.
GILES
Then why aren’t you in your lesson?
WILLOW
Sorry.
GILES
It’s alright. She was just—
WILLOW
—afraid. Yeah, they all are. The coven is—they’re the most amazing women I’ve ever met. But there’s this look
that they get. Like I’m gonna turn them all into bangers and mash, or something. Which I’m not even really sure
what that is.
GILES
They’re cautious. I trust you understand that.
WILLOW
I don’t have that much power, I don’t think.
GILES
Everything’s connected. You’re connected to a great power, whether you feel it or not.
WILLOW
Well you should just take it from me.
She gets up and storms off, angry at herself. They walk toward a building.

GILES
You know we can’t. This isn’t a hobby or an addiction. It’s inside you now, this magic. You’re responsible for it.
WILLOW
Will they always be afraid of me?
GILES
Maybe. Can you handle it?
WILLOW
I deserve a lot worse. I killed people, Giles.
They stop and look at each other.
GILES
I’ve not forgotten.
WILLOW
When you brought me here, I thought it was to kill me or to lock me in some mystical dungeon for all eternity
or—with the torture. Instead, you go all Dumbledore on me. I’m learning about magic. All about energy and
Gaia and root systems.
GILES
Do you want to be punished?
WILLOW
I wanna be Willow.
GILES
You are. In the end, we all are who we are, no matter how much we may appear to have changed.
Cut to:
12 EXT. IN FRONT OF BUFFY’S HOUSE – DAY
Xander parks his car and walks to Buffy’s front door, wearing a suit, carrying a large tube of rolled up
papers.
Cut to:
13 INT. BUFFY’S HOUSE – DAY
Buffy’s getting ready to send Dawn off to her first day of school. She is talking to Dawn, who is still
upstairs getting ready.
BUFFY
Dawn! Xander’s here.
DAWN (O.S.)
Just a minute.
BUFFY
You’re going to be late.
DAWN (O.S.)
I’m comfortable with that.
Buffy opens the front door to let Xander in.
XANDER
G’morning!

BUFFY
(to Dawn) Well, you gotta eat something. I made cereal.
DAWN (O.S.)
OK.
BUFFY
(to Xander) You’re unconscionably spiffy.
Buffy walks into the kitchen. Xander follows.
XANDER
Client meeting. How exactly do you make cereal?
BUFFY
Ah, you put the box near the milk. I saw it on the food channel. Want something?
XANDER
I ate. I’m good. How are you?
BUFFY
My sister’s about to go to the same high school that tried to kill me for three years. I can’t change districts, I
can’t afford private school, and I can’t begin to prepare for what could possibly come out of there. So, peachy
with a side of keen, that would be me.
XANDER
Well here’s a little something for what ails ya.
Xander gestures with the tube of papers he brought in.
BUFFY
Mmm. You got the rest.
Xander goes into the dining room. Buffy follows. He lays out the plans for the high school.
XANDER
Take a look.
DAWN
Hey. Check out double-O Xander.
BUFFY
Go. Talk with your mouth full.
XANDER
I’ve got two crews working on this diabolical yet lucrative new campus. One here finishing the Science
building. And one here, reinforcing the Gym. There are no pentagrams, no secret passageways. Everything’s up
to code and safe as houses.
BUFFY
Nothing creepy? Strange? From beyond?
DAWN
(with her mouth full) Maybe you’re just paranoid.
XANDER
Well, there is one interesting detail. I managed to scare up the plan from the old high school. You remember the
very center of Sunnydale’s own hell mouth?
Xander puts up new and old plans to the window so they can see through them.

BUFFY
Under the library.
XANDER
Right. So I lined up the plans, new and old. And right exactly where the library was, we now have…
BUFFY
Principal’s office.
DAWN
So the principal’s evil?
BUFFY
Or in a boatload of danger.
XANDER
Well the last two principals were eaten. Who would even apply for that job?
BUFFY
Guess we’ll see. Ooh, we have to leave though. You have everything? Books, lunch, stakes?
DAWN
Checked thrice.
XANDER
(whispering to Buffy) Did you give her the…
BUFFY
No, I was saving it.
DAWN
What is it?
BUFFY
Back to school gift.
DAWN
It’s a weapon, isn’t it?
BUFFY
Yes, it is.
Dawn begins to open the present, but the camera cuts to the next scene before showing what’s inside.
Cut to:
14 EXT. IN FRONT OF SUNNYDALE HIGH – DAY
Xander pulls the car up to drop Buffy and Dawn off in front of the school.
BUFFY
(to Xander) I’m gonna take her to class, have a look around.
XANDER
OK. I’m gonna be on-site here all day, so if you have any needs…
Buffy and Dawn get out of the car, and Xander drives off. They walk toward the school’s front archway.
BUFFY
Now, remember, if you see anything strange… or, you know…dead.

DAWN
I got it
BUFFY
And stay away from hyena people, or any lizard-type athletes, you know, or if you see anyone that’s invisible.
DAWN
Hey, Buffy, I think it’s pretty safe to say I’m not going to see anybody that’s invisible.
BUFFY
You know, you could still drop out. Only nerds finish high school.
DAWN
You know, I don’t really think it’s fair for you to try and scare me on my first day of high school. ‘Cause it is so
redundant.
BUFFY
The place is evil.
As they enter the archway, someone greets them.
PRINCIPAL
Tough to let ’em go, huh?
BUFFY
Hi.
PRINCIPAL
I’m Robin Wood. New principal.
BUFFY
Oh, uh, Buffy Summers. This is Dawn.
PRINCIPAL
Nice to meet you.
DAWN
Hi.
BUFFY
So you’re the new principal. I expected you to be more… aged.
PRINCIPAL
Huh. You seem a bit young to have such a gown-up daughter.
BUFFY
Oh. Uh, uh, no. Sister.
PRINCIPAL
Oh, right, um, of course.
BUFFY
You didn’t really think she’s my… it’s my hair. I have mom hair.
DAWN
No…
PRINCIPAL
I actually have heard of you, Miss Summers. Graduated from the old high school, am I right?

BUFFY
Uh, yeah. How did you—?
PRINCIPAL
Well, I better get back to work. Gotta start deadening young minds. It’s really nice to meet you. You have fun.
The principal leaves, and Buffy eyes him carefully as he walks away.
BUFFY
That was suspicious.
DAWN
You betcha. Bye.
Dawn walks away from Buffy through the school’s courtyard to go to class.
BUFFY
Oh, Dawn—
DAWN
I know! You never know what’s coming. The stake is not the power. To Serve Man is a cookbook. I love you.
Go away.
Buffy crosses her arms, gets an idea, and walks toward the school.
Cut to:
15 INT. HALLWAYS AT SUNNYDALE HIGH – DAY
Buffy is walking the halls of the high school while class is in session, checking it out. Suddenly, a
basketball is thrown at a locker by a kid who’s not in class. She goes to check it out, and sees a kid walk
away down another hall out of sight. While following him, Buffy passes a door with a sign that says
“Basement. No student access.” She continues past it, checking out the halls.
Cut to:
16 INT. CLASSROOM AT SUNNYDALE HIGH – DAY
Students are talking to each other before class, but not to Dawn. The teacher gets their attention.
TEACHER
OK. I’m Mr. Lonegrin. Why don’t we go around the room and introduce ourselves, hmm? Let’s start with…
Cut to:
17 INT. RESTROOM AT SUNNYDALE HIGH – DAY
Buffy walks into the girls’ restroom and looks at herself in the mirror, fondling her hair, pouting.
BUFFY
It’s not “mom hair.”
She goes to wash her hands and notices a small bundle of feathers, twigs, crystals, and such bound together
with string. She picks it up, and when she looks in the mirror, she sees a girl who wasn’t there before. The girl
looks dead.
DEAD GIRL
You can’t protect her. You couldn’t protect me.
Buffy turns around, and there’s no one there. Then something else comes after her and she backs against the
wall.

DEAD JANITOR
Get out. Get out. Get out!
Buffy looks up again, and he’s gone.
Fade to black.
ACT II.
16 INT. CLASSROOM AT SUNNYDALE HIGH – DAY
Dawn’s classroom again. It’s her turn to describe herself to the others.
DAWN
I love to dance. I like music. I’m very into Britney Spears’ early work, before she sold out. So mostly her, um,
finger painting and macaroni art. Very underrated. Favorite activities include not ever having to do this again,
and uh…
Buffy bursts into the classroom, frantic.
BUFFY
Dawn!
DAWN
What?
BUFFY
We have to go. It’s not safe.
DAWN
But…
BUFFY
We, um. I mean I saw…
TEACHER
Can I help you?
BUFFY
No, I uh. Dawn, I just thought you were, um, in danger… of smoking. I’ll be around.
Buffy leaves the classroom.
DAWN
I also have a sister.
Cut to:
17 INT. COFFEE SHOP – DAY
A male/female duet sings for the coffee shop patrons.
DUET
(singing) You’ve done for me everything I have ever dreamed. You are a miracle in my eyes? How do I ever say
to you…
ANYA
God, they’re depressing.
HALFREK
Oh, who are they kidding with this happy, shiny crap?

DUET
(singing) Everyone I have ever…
ANYA
Six weeks tops and she’s calling on me for vengeance.
HALFREK
(mocking) Oo-ooh, he better run for cover. (laughs)
ANYA
What’s that supposed to mean?
HALFREK
Oh, sweetie. You know exactly what it means.
ANYA
Excuse me?
HALFREK
It’s the talk of the order. They’re calling you “Miss Softserve.” Tell me you don’t know this.
ANYA
But…who?
HALFREK
Listen, Anya. I know I’ve always been a little competitive with you. I mean, there was that thing in the Crimean
War. We laugh about it now. But the fact is, I’ve actually always looked up to you. You were the single-most
hard-core vengeance demon on the roster, and everybody knew it. Do I have to mention Mrs. Cholgash?
ANYA
Hmm. Ha. Good times.
HALFREK
And then you lost your powers. It happens, and you fell for this Xander guy.
ANYA
It was a glitch. A summer thing. I am so back in the vengeance fold.
HALFREK
No deaths. No eviscerations. You’re not goading women into anything inventive, and you’re not delivering when
it is.
ANYA
I don’t even know—
HALFREK
Waitress downtown wished her husband was a frog? You made him French.
ANYA
Hmph, he’s smelly and with a little mustache. She—
HALFREK
Listen, Anya, if it was just me—
ANYA
What do you mean if it was just you?
HALFREK
D’Hoffrin. The lower beings. They’re all feeling the heat. Something’s rising. Something older than the old ones,
and everybody’s tail is twitching. This is a bad time to be a good guy.

ANYA
Well, what is this—an intervention? Shouldn’t all my demon friends be here?
HALFREK
Sweetie… they are.
Cut to:
18 EXT. SUNNYDALE HIGH SCHOOL – DAY
At the construction site, Buffy talks to Xander.
XANDER
So, how’s it looking? Does the place pass inspection?
BUFFY
Oh, it’s great… if you’re a zombie ghost thing!
XANDER
So school’s back in session, huh?
BUFFY
Seems like old times.
A construction worker walks up to where they were talking, so Xander and Buffy walk to somewhere more
private to have their conversation.
XANDER
So, zombies or ghosts?
BUFFY
I’m not sure. They were in the mirror, but they disappeared. Um, but they touched me, I think. Well, let’s just
start with dead and pissed.
XANDER
They were after you personally?
BUFFY
They talked about protecting people. Told me to leave.
XANDER
No damage, though.
BUFFY
I think I may have destroyed Dawn’s social life in all of about 30 seconds, but apart from that, no.
XANDER
Ah, being popular isn’t so great. Or so I’ve read in books.
BUFFY
This isn’t a coincidence, you know, the school being rebuilt. It means something.
XANDER
As in what?
Cut to:
19 INT. CLASSROOM AT SUNNYDALE HIGH – DAY
Dawn is sitting at her desk. The nerd sitting beside her asks her a question.

NERD
Could I borrow a pencil?
Dawn nods. She unzips the pencil pouch in her notebook, and takes out a yellow pencil, and hands it to hand
him. When she looks up, she sees that he has transformed into a freaky dead guy.
DEAD NERD
Thanks a lot.
Dead nerd takes the pencil and tries to stab Dawn’s eye with it. She screams and falls to the floor.
TEACHER
Are you all right?
Dawn looks around, and the Dead Nerd had disappeared. Her classmates are all staring at her.
DAWN
I’m sorry. There was… a… a bee. It flew in my eye. I’m very allergic.
Dawn stands up.
TEACHER
I think it’s gone.
DAWN
Can I go to the bathroom?
TEACHER
Of course.
Dawn leaves the room. The other students look at each other trying to figure out what Dawn’s problem was.
STUDENT
Guess it runs in the family.
Cut to:
20 INT. RESTROOM AT SUNNYDALE HIGH – DAY
Dawn goes into the restroom to gather her thoughts and recover from her scare. She hides in the first
stall and tries to catch her breath. She hears scared crying from another stall. She gets up, leaves the stall,
and checks for under the other stall doors, looking for feet. No feet.
Cut to:
21 INT. HALLWAY AT SUNNYDALE HIGH – DAY
Buffy is walking in the hall in a hurry and isn’t looking where she’s going. She bumps into the principal.
PRINCIPAL
Whoa.
BUFFY
Ooh, sorry.
PRINCIPAL
Miss Summers. I didn’t know you were still about.
BUFFY
Uh, yeah, I was just looking for—
PRINCIPAL
I thought in general it was customary for a person who’s graduated to, um, you know, go somewhere else.

(laughs)
BUFFY
Well, it’s a new campus. I’m just getting to know it. You know, make sure it’s safe for my sister.
Cut to:
21 INT. RESTROOM AT SUNNYDALE HIGH – DAY
Dawn decides to check in the stalls one by one. Cautiously, she pushes in the first door. Empty. Second
stall is empty too. When she pushes in the door to the third stall, there’s a girl there, sitting fetal style
with her feet on top of the toilet seat.
DAWN
Hey. What’s wrong?
KIT
There’s someone in here.
Dawn looks around.
DAWN
It’s only me.
Kit shakes her head.
KIT
No, it’s not.
Cut to:
23 INT. HALLWAY AT SUNNYDALE HIGH – DAY
Buffy is still talking to the principal.
PRINCIPAL
You know, I, um, have to be honest. I actually know a little bit more about you than I let on before.
BUFFY
Isn’t that interesting.
PRINCIPAL
Oh, it really is.
Cut to:
24 INT. RESTROOM AT SUNNYDALE HIGH – DAY
Dawn and Kit are still talking.
DAWN
Let’s get you out of here, OK? Maybe we can get some air. I’m Dawn.
KIT
Kit.
DAWN
Saw something pretty creepy, huh?
KIT
You wouldn’t believe me.
DAWN
I kinda sorta think I will. Was there a pencil involved in any—

They look in the mirror and notice there are three dead people there (Dead Girl, Dead Nerd, and Dead Janitor).
The lights start exploding, sparks are shooting out from them, and the floor is breaking under their feet. They
scream. Hands are reaching for them, pulling them down into the floor.
Fade to black.
ACT III.
25 EXT. ENGLISH COUNTRYSIDE – DAY
In front of the same building where they were talking before, Willow has fallen onto the ground and
appears to be in pain. Giles is with her, and tries to hold her.
WILLOW
Oh, God.
GILES
Just breathe.
WILLOW
I can’t. God!
GILES
Just breathe.
WILLOW
What happened?
GILES
What do you remember?
Willow props herself up with her hands on the ground.
WILLOW
We were talking and I felt…
She recoils and brings her hands away from the ground suddenly frightened.
WILLOW
I felt the Earth. It’s all connected. It is, but it’s not all good and pure and rootsy. There’s deep, deep black.
There’s… I saw, I saw the Earth, Giles. I saw its teeth.
GILES
The hell mouth.
WILLOW
It’s gonna open. It’s gonna swallow us all.
Cut to:
26 INT. BASEMENT SUNNYDALE HIGH – DAY
The girls have fallen through the bathroom floor into the basement. There is rubble all around them.
They are on the floor, but appear to be undamaged. Kit comes to first and goes to Dawn.
KIT
Hey. Hey, wake up. Please wake up.
DAWN
Oh, oh, God, uh… Are you OK?

KIT
We have to leave.
DAWN
You’re not wrong. C’mon. There’s got to be a staircase.
Cut to:
27 INT. HALLWAY AT SUNNYDALE HIGH – DAY
Buffy is still talking to the principal.
PRINCIPAL
The school board recommended I spend a little time reading your record. It’s, um, quite a page-turner. Kind of a
checkered past…
BUFFY
Huh. More like a plaid. Kind of a clan tartan of badness, really. You know, but there were factors.
Cut to:
28 INT. BASEMENT SUNNYDALE HIGH – DAY
The girls are walking around the basement, looking for an exit.
DAWN
What did you see when I found you in the stall?
KIT
A girl. She said she died here, and that everybody dies here, and that we would too.
DAWN
Here I was worried about not fitting in.
The girls run into someone unexpectedly in the basement and scream. It’s the boy who was playing with the
basketball in the hallway earlier.
CARLOS
Who are you?
KIT
Who are you?
DAWN
Are you dead?
CARLOS
Stop saying that!
DAWN
Whoa. We’re not dead. We saw creepy dead people, and we’re just trying to get out.
CARLOS
I just came down here for a smoke, you know, and I saw… it was a janitor. He was yelling at me. I thought he
was just pissed, but… I saw him in the light.
DAWN
Wait, you came downstairs? Where?
CARLOS
Man, I got no clue. I ran away like a girl. I don’t know this place at all.

DAWN
OK, so we can run around in circles, or…
Dawn walks down the corridor, and the others follow. Then a voice comes from behind.
DEAD JANITOR
Do you really think you can run away?
KIT
It’s not real.
DAWN
Lesson one: it’s always real.
Dead people surround them now.
DEAD NERD
I tried to run too.
DEAD GIRL
I tried to scream. Doesn’t matter how much you scream, nobody ever hears you.
DAWN
Hear me. Right. Ooh. I got a present.
KIT
What is it?
DAWN
A weapon.
Dawn dials the new cell phone, the gift that Buffy gave her earlier today.
Cut to:
27 INT. HALLWAY AT SUNNYDALE HIGH – DAY
Buffy is still talking to the principal.
PRINCIPAL
Well, it’s clear your sister looks up to you, which I think is great.
BUFFY
No, she’s much, much worse than me. Troublemaker. Expulsion is really the only way to go. You know, or you
can suspend her for… three years.
PRINCIPAL
Well, how ’bout we give her a chance first. Just as long as she keeps her grades up, and—
Buffy’s cell phone rings.
BUFFY
Boy, that’s loud.
PRINCIPAL
That’s a part of the reason we don’t allow cell phones in—
BUFFY
Excuse me. Yeah. (to Principal) Oh, sorry. My dog. Uh, dog walker. (Quietly, into phone) Three dead?
PRINCIPAL
Oh, my God!

BUFFY
Uh, no, I’ll be right there.
PRINCIPAL
Your dogs are dead?
DAWN
And, Buffy? Isn’t this reception amazing? I’m in the freakin’ basement!
BUFFY
OK. Sorry about that. I—I have to …
PRINCIPAL
Yeah. No, of course. And good luck with that…dog tragedy.
Cut to:
28 INT. BASEMENT SUNNYDALE HIGH – DAY
Dawn hangs up the phone and talks to her two friends.
DAWN
Help is on the way, you guys. We’ve just got to figure out—
She stops to look around and notices that her ghosts are nowhere to be found.
DAWN
Where did they go?
Then a dead person’s hand grabs her by the throat.
Cut to:
29 INT. RESTROOM SUNNYDALE HIGH – DAY
Buffy goes into the restroom where the girls fell into the basement. She sees the hole in the floor and
jumps down it.
Cut to:
30 INT. BASEMENT SUNNYDALE HIGH – DAY
Buffy wanders around the basement looking for Dawn.
BUFFY
Dawn!
No answer, so Buffy tries calling her cell phone again. Dawn’s phone rings where Buffy can hear it.
BUFFY
Dawn? I’m close by.
DEAD JANITOR
Too late. But then, you’re always too late, aren’t you? Sure as hell didn’t save me.
She hangs up the phone.
BUFFY
Where’s my sister?
DEAD JANITOR
I think she’s lost.

BUFFY
If I’m the one who let you die, why take it out on her? I’m right here. C’mon, what’re you after? Fear? Revenge?
Tasty brains?
DEAD NERD
I think I’d like Dawn to be my girlfriend.
BUFFY
Again, wrong sister. I’m the one that dates dead guys. And, no offense, but they were hotties. I mean, I’m sure
you had a great personality, but…
DEAD GIRL
Busy making out with your dead boyfriend while I was ripped to death by a werewolf? (scoffs) Is that why you
let me die?
DEAD NERD
I was screaming for help when they pulled me down—
Buffy makes a “T” with her hands, gesturing for a timeout.
BUFFY
Hello! Not making myself clear. I don’t care how you died. I’m sorry for your loss, but where is my sister?
Dawn!
DEAD JANITOR
She’s not gonna hear you. This place is like a maze.
DEAD GIRL
This place is ours now. It was built on our graves.
DEAD JANITOR
All we want is for you to leave so we can rest again.
BUFFY
Actually, I’m thinking all you want is to get between me and that door. Who’s for finding out why.
Dead Nerd lunges at Buffy, who pushes him out of the way. Then Dead Girl jumps on her back, and Buffy falls
back to the ground to knock her off. When Buffy gets up, she thought she had taken them all out, but suddenly
all three dead people are standing in front of the door again, like they reappeared there supernaturally.
BUFFY
If at first you don’t succeed…
Buffy leaps over them.
BUFFY
… cheat!
They jump her again. She fights them off and goes for the door.
BUFFY
Dawnie, we have to get o—
When she opens the door, much to her surprise, it’s not Dawn behind the door after all. She’s staring into the
face of a longer-haired Spike. He looks grim, and not the least bit happy to see her. Buffy is astonished.
Fade to black.
ACT IV

31 INT. BASEMENT SUNNYDALE HIGH – DAY
Resume.
BUFFY
Spike? Are you real?
Spike laughs and looks funny at her. He stops laughing, and touches his hand tenderly to her face.
SPIKE
Buffy, duck.
BUFFY
What? Duck? There’s a duck?
From behind, the Dead Janitor hits her over the head with a pipe.
SPIKE
No visitors today. Terribly busy.
The Dead Janitor starts beating on Buffy with the pipe.
DEAD NERD
Told you to get out.
Buffy trips the Dead Janitor, making him fall to the floor. She jumps up and uses the door where she found Spike
to hit the Dead Janitor’s head. Then she goes into the room and latches the door behind her.
BUFFY
He’ll probably show up in a sec.
SPIKE
Nobody comes in here. It’s just the three of us.
BUFFY
Spike, have you seen Dawn? She came down here with some kids.
SPIKE
(Yelling) Don’t you think I’m trying? I’m not fast. I’m not a quick study. (Suddenly crying) I droped my board in
the water and the chalk all ran. Sure to be caned. (Laughs) Should’ve seen that coming.
He moves away from Buffy into a corner, but she follows. His unbuttoned shirt was loose, but he covered his
chest with it, crossed his arms, and leaned his back against the wall. She reaches for his shirt to see what he
was hiding. He looks away. There are numerous deep gashes on the upper left side of his chest, like he has been
clawed.
BUFFY
What did you do?
SPIKE
I tried… I… tried to cut it out.
Buffy doesn’t understand what’s going on with Spike. He’s clearly acting strange, but her cell phone rings
before she can figure it out. She turns away from him to answer it.
BUFFY
Dawn?
DAWN
Buffy, where are you?

BUFFY
I…
Buffy is distracted by Spike’s barely audible mumbling. He has crouched down on the floor on his tiptoes.
BUFFY
Look, where are you?
DAWN
I don’t know. In a room by the furnace. Near where we fell in. They dragged us in here, and then they
disappeared.
BUFFY
Yeah, they came after me too.
DAWN
Well, what do they want?
BUFFY
So far, to piss me off.
DAWN
Please, tell me it’s working.
BUFFY
Oh, I’m damage-bound. I just can’t figure them. Ghosts can’t touch you and zombies can’t disappear, so I don’t
know what—
SPIKE
Not ghosts.
DAWN
Who was that?
BUFFY
(To the phone) Hold on. (To Spike) You know what they are?
SPIKE
Manifest spirits controlled by a talisman, raised to seek vengeance. A 4-year-old could figure it.
BUFFY
(To the phone) Hang tight. I’ll find you. These things can hurt you. You can hurt them too. Find a weapon. I’ll
come for you. (To Spike) Spike, you gonna help me out?
SPIKE
This is my home. I belong here. Always been here. Cheers for stopping by.
Spike walks away from Buffy. He faces the wall and puts his hands on it.
SPIKE
(To himself) It’s in the wall.
Spike turns away from her to put his hands on the wall. He starts to moan softly.
BUFFY
I’ll get back to you.
She kicks down the door and leaves the room.

BUFFY
Guys? Resentful dead guys? This can’t be good. Come on, manifest spirits, raised up, controlled by a… talisman.
Buffy makes a call on her cell phone.
BUFFY
Xander…
Cut to:
32 INT. BASEMENT SUNNYDALE HIGH – DAY
Dawn, Kit, and Carlos are in a different area of the basement than Buffy.
DAWN
We need to find some kind of weapon just to hold them off.
Carlos finds some bricks on a nearby utility shelf.
CARLOS
I got these.
DAWN
Kit, gimme your bag.
Dawn empties the contents of Kit’s purse on the floor and replaces them with the bricks. Buffy is still looking for
them in the basement.
KIT
Do you think they’re gonna come back?
DEAD GIRL
Think they’re gonna come back? We never left. We’ll always be here. Just like you.
KIT
No.
DEAD GIRL
Why do you think we picked you? The ones no one will miss. The ones that don’t belong. You spend all your
time trying to get out of high school, and now you’ll never ever leave.
Dawn swings the brick-bag at the Dead Girl’s knees and knocks her down. The Dead Janitor knocks Dawn back
with a punch to the face. Dawn shrieks. Buffy hears her and runs toward the scream.
Cut to:
33 INT. RESTROOM SUNNYDALE HIGH – DAY
Xander enters the restroom and sees the floor has fallen in.
XANDER
Whoa. Contracty goodness. Talisman, talisman.
He edges himself around the hole in the floor to move toward the mirrors and sinks.
Cut to:
34 INT. BASEMENT SUNNYDALE HIGH – DAY
The dead people are still fighting Dawn and friends. The dead janitor attacks Dawn, who screams.
DEAD JANITOR
You can thank your sister for this.

Buffy enters the room, and the Dead Nerd comes at her with a pipe. She pushes him away and kicks the Dead
Janitor away from Dawn.
DAWN
Thanks, sis.
BUFFY
We just need to keep them at bay.
The dead people keep attacking Buffy and Dawn.
DAWN
The bag!
Buffy kicks butt with the brick-bag and her karate kicks.
Cut to:
35 INT. RESTROOM SUNNYDALE HIGH – DAY
Xander is looking around on the floor of the restroom and finds the feather/crystal/twig talisman right
where Buffy dropped it earlier.
XANDER
Yes! Talisman.
Dead Girl jumps on his back and attacks him.
Cut to:
36 INT. BASEMENT SUNNYDALE HIGH – DAY
Buffy is still fighting the dead people. Dawn throws Buffy a metal pipe.
BUFFY
Do you really want to keep this up?
DEAD JANITOR
What’re you going to do, kill us?
Cut to:
37 INT. RESTROOM SUNNYDALE HIGH – DAY
Still fighting off the Dead Girl, Xander breaks the talisman in half, and the dead people vanish.
Cut to:
38 INT. BASEMENT SUNNYDALE HIGH – DAY
After the dead people vanish in front of their eyes, the kids have a look of awe on their faces.
CARLOS
Are they gone?
BUFFY
Yeah. The talisman must have been destroyed.
DAWN
How’d you know it was a talisman?
BUFFY
There’s always a talisman. The real question is who put it there. C’mon, you guys, let’s go find a way upstairs,
assuming there is one.

DAWN
You really weren’t kidding about this place. I guess it hasn’t changed.
BUFFY
I don’t know. Seems smaller.
Cut to:
39 INT. HALLWAY AT SUNNYDALE HIGH- DAY
Buffy is standing in the hallway, talking to Dawn, Kit, and Carlos.
BUFFY
You guys are gonna be OK. School is intense, but you’ll do all right as long as you’re careful. And you might
want to think about sticking together.
KIT
Thank you.
Kit hugs Buffy.
CARLOS
Yeah, I mean it. You are the coolest mom ever.
Buffy looks self-conscious and plays with her hair. Dawn saves her from further embarrassment by ushering her
friends away.
DAWN
OK. Come on, we still have a few more classes to live through.
Dawn kisses Buffy on the cheek, and walks away with her friends. The principal walks up to Buffy.
PRINCIPAL
Curiouser and curiouser.
BUFFY
What is?
PRINCIPAL
Carlos Trejo and Kit Holburn, right? Possibly the only two students in this school whose files are as thick as
yours was.
BUFFY
You really did your homework, didn’t you?
PRINCIPAL
I was looking for one or both of them to actually implode in a fearsome way right before midterms. And now I
see that you got ’em socializing and hugging and actually, if I’m not mistaken, headed to class.
BUFFY
Well, we shared an… encounter.
PRINCIPAL
Look, I know you’re probably more than happy to get out of this place. But I gotta tell you, Miss Summers, I
think you belong here.
BUFFY
Hmm, new?
PRINCIPAL
Listen, I know this school’s reputation. What, you think I got this job based on seniority? We got a lot of

troubled students here, and just enough money to keep this place from caving in.
BUFFY
Yeah, you might need a little extra there.
PRINCIPAL
Well, we do have a community outreach program. And the money we could pay you… wouldn’t even fold. But it
would just be a couple of days a week.
BUFFY
Are you asking me to be a counselor?
PRINCIPAL
Well, we have a guidance counselor, but I was thinking the kids could use someone, you know, closer to their
age who still—
BUFFY
I’m in!
PRINCIPAL
What, you serious? You—you did hear the part about the money, right?
BUFFY
Yeah, I heard. My schedule might be a little funtastic, but, uh, I’ll work it out. I’d like to keep an eye on this
place.
PRINCIPAL
Well, that’s great. Look at that. It’s not even noon, and I’ve already bullied my first family member into helping
out. I’m going to be the best principal ever.
Principal walks away. Buffy looks pleased like maybe things will work out after all.
Cut to:
40 INT. BASEMENT SUNNYDALE HIGH – DAY
Back in the room where Spike was. He’s still crouched down on the floor on his tiptoes, hugging his
knees. He looks vulnerable, like he’s in there with someone or something dangerous.
SPIKE
The thing is…I had a speech. I learned it all. Oh, God. She won’t understand, she won’t understand.
Warren is circling Spike, addressing him as Spike cowers in the middle of the room.
WARREN
Of course she won’t understand, Sparky. I’m beyond her understanding. She’s a girl. Sugar and spice and
everything…useless unless you’re baking. I’m more than that. More than flesh…
Warren morphs into Glory, who is still pacing and talking to Spike.
GLORY
…more than blood. I’m… you know, I honestly don’t think there’s a human word fabulous enough for me. Oh,
my name will be on everyone’s lips, assuming their lips haven’t been torn off. But not just yet. That’s alright,
though…
Glory morphs into Adam. Apparently this monster is something that can change shape and impersonate other
characters. The Morphing Monster is still pacing.
MORPHING MONSTER (as ADAM)
…I can be patient. Everything is well within parameters. She’s exactly where I want her to be. And so are you,
Number 17. You’re right where you belong.

Morphing Monster changes to the Mayor and bends down on one knee to talk to Spike at eye-level.
MORPHING MONSTER (as THE MAYOR)
So what’d you think? You’d get your soul back and everything’d be Jim Dandy? Soul’s slipperier than a greased
weasel. Why do you think I sold mine? (laughs) Well, you probably thought that you’d be your own man, and I
respect that, but…
MORPHING MONSTER (as DRUSILLA)
(touching Spike’s face) …you never will. You’ll always be mine. You’ll always be in the dark with me, singing
our little songs. You like our little songs, don’t you? You’ve always liked them, right from the beginning. And
that’s where we’re going…
MORPHING MONSTER (as THE MASTER)
(stands) …right back to the beginning. Not the Bang… not the Word… the true beginning. The next few months
are going to be quite a ride. And I think we’re all going to learn something about ourselves in the process. You’ll
learn you’re a pathetic schmuck, if it hasn’t sunk in already. Look at you. Trying to do what’s right, just like her.
You still don’t get it. It’s not about right, not about wrong…
Morphing Monster walks around behind Spike, and when it reappears, it has transformed into Buffy. As Buffy, it
is standing with arms crossed in front, with a smug and serious look on her face, glaring at Spike.
MORPHING MONSTER (as BUFFY)
…it’s about power.
Cut to:
Closing credits.

Marianne LeBlanc
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