EXT. SUNNYDALE HIGH SCHOOL - MORNING

Students arriving. It's another fine day on the Hellmouth.

INT. SCHOOL HALLWAY - CONTINUOUS

The walls are covered with signs for the "Spring Fling," the sophomore dance to be held at the Bronze. Standing by a sign reminding, "Cast Your vote on Thursday for May Queen!" are CORDELIA, HARMONY and hunk-du-jour, MITCH FARGO.

INT. HALLWAY LEADING TO THE LIBRARY - CONTINUOUS

as they near the Library, walking and talking through the flow of students.

A beat as they look at each other, then they all laugh.

Just then Buffy bursts out the Library doors, SLAMMING into Cordelia and Mitch. Her backpack spills -- books, papers... and medieval weaponry. Several students stop to rubberneck the "accident." Everyone stares at the weaponry.

Buffy quickly starts stashing the arsenal back in the pack.

Students in the crowd stare at her, silent.

With a few chuckles, the crowd disperses.

Still on her knees, Buffy watches them go, hurt.

INT. ENGLISH CLASSROOM - MINUTES LATER

The teacher is MS. MILLER. She gamely tries to unlock the mysteries of Shakespeare for XANDER, WILLOW, Harmony, Cordelia and others. She reads with great enthusiasm -

Cordelia's hand shoots up like a rocket. Willow also raises her hand. But Cordelia waves hers insistently and Ms. Miller points at her. Willow lowers her hand, disappointed.

The students start out. Cordelia approaches Ms. Miller.

Willow, the last out, scowls a bit at this. SHE did the reading...

ANGLE: THROUGH THE CLASSROOM WINDOW

We are in the hall, in someone's POV. As Cordelia heads for the door, Ms. Miller says:

And the POV suddenly whips around, looking down the hall. We see Willow just exciting, with Xander. The POV moves back suddenly as Cordelia comes out the door. Not noticing whoever it is, she starts down the hall herself, away from camera.

INT. BOYS' LOCKER ROOM - MINUTES LATER

Baseball gear lies scattered about as Mitch pulls on his pants. Two BUDS pass by on their way out.

ANGLE: THE SPOOKY POV - AMONG THE LOCKERS

Somewhere near the back, watching as the two Buds wave goodbye. There's something rather ballsy about the POV -- whoever it is doesn't seem too concerned with concealment. The Buds pass right by without taking notice as they exit.

ANGLE: MITCH AT HIS LOCKER

He pulls on his shirt.

SPOOKEY POV

Stalks through the lockers, toward Mitch...

BACK TO MITCH

He hears a GIGGLE. It's eerie.

No response. No movement. Nothing. Mitch reaches for his jacket when he hears the GIGGLE again -- low, maniacal.

Still nothing there. But that doesn't console Mitch. Slowly he reaches for a baseball bat nearby...

Suddenly the baseball bat rises into the air on its own and WHACKS Mitch!

Mitch stumbles against the lockers. He looks up to see:

ANGLE: MITCH'S POV

The bat is floating in midair. Pulls back to swing --

He ducks, and the bat SLAMS into metal. Mitch scrambles away, dazed from the hit, and the bat tags him again, sending him to the ground.

The last thing we see is the end of the bat raise up and slam down out of the frame.

She reaches Harmony, shows her a chocolate.

As she talks she hands out a couple others, reaches Buffy. Starts to hand her one and then thinks better of it.

Xander and Willow approach, together.

They are totally into this. Buffy gamely tries to keep up.

Willow suddenly bursts into hysteric laughter again.

Xander joins Willow in laughing. Buffy looks off, lost in thought. Sees:

ANGLE: BUD #1

Bursts into hall.

INT. HALLWAY OUTSIDE LOCKER ROOM - MOMENTS LATER

PRINCIPAL SNYDER addresses the looming crowd of students.

Buffy, Willow and Xander arrive as Mitch gets wheeled out on a gurney. The paramedics stop for a moment and the kids rush over to Mitch’s side.

The paramedics take him away.

She starts for the locker room but Snyder steps in her way.

Xander and Willow have been witnessing this exchange. They walk past Snyder, saying:

Buffy sneaks around them and into --

INT. THE BOYS’ LOCKER ROOM - CONTINUOUS

It’s empty. Buffy goes toward the lockers, sees the VICIOUS DENTS on the locker doors. She stops, looks down.

ANGLE: THE BAT

is on the floor. There is blood on it. Buffy hesitantly nudges it with her foot. It rolls innocently.

Nearby, four lockers in a row are open. The last is Mitch’s. Curious, Buffy crosses to it. Looks inside. There’s nothing of interest and she closes it.

There’s an “K” spray-painted on it in red. She looks at is, puzzled, then looks at the three adjacent doors. Slowly, she shuts them all.

They spell out, LOOK.

INT. CAFETERIA - NOON - ON A BIG TABLE

that’s empty except for Willow, Xander, and Buffy.

GILES walks up in the middle of this.

Buffy looks down their table -- empty even though it’s a crowded lunchroom -- then looks around.

EXT. UPPER QUAD HALL- MOMENTS LATER

Cordelia, in a daze, sips from a drinking fountain as Harmony catches up with her. The SPOOKY POV returns,

blatantly stalking them, in-your-face -- but strangely, they don’t take any notice.

EXT. SAME - FLASHBACK - SIX MONTHS BEFORE

STILL IN POV, but it’s hazily sepia-toned -- a memory.

She chuckles... Then her head snaps around, noticing us for the first time -- and not pleased to be doing so.

CUT BACK TO:

EXT. SAME - SECONDS LATER (PRESENT DAY) - STILL IN POV

Cordelia and Harmony head down the hall to the top of the stairs.

Suddenly, the POV charges, a mad rush right at them...

ANGLE: BUFFY

Seeing them, heading for them --

ANGLE: TOP OF THE STAIRS

Cordelia and Harmony see her.

WHAM! Harmony rockets backwards and tumbles down the stairs.

Harmony lands in a moaning heap at the bottom of the stairs. Mr. Snyder, passing by, rushes over.

Cordelia hurries down the stairs, as does Buffy.

The student rushes off as Buffy pushes in next to Cordelia. Cordelia wrings her hands helplessly. An N.D. Girl stands next to them. Harmony moans again in pain.

Cordelia kneels down beside her.

ANGLE: BUFFY

hears GIRL’S VOICE next to them, muttering --

She turns in surprise to the N.D. Girl next to them --

Only no one’s there. The N.D. Girl is now halfway down the hallway. So who said that?

Buffy steps back from the crowd, sensing something’s not quite right here. She looks around... and sees a hallway door closing. She hurries toward it --

INT. BAND ROOM - CONTINUOUS

But it’s also empty. Puzzled, she stalks carefully about the room. She looks out the window. Nothing.

LOW ANGLE: BUFFY (INCLUDING CEILING)

Up in the corner, one ceiling tile is slightly ajar. Buffy waits... Still nothing. She sighs. Exists.

After a moment, the ceiling panel eerily slides back into place. Someone’s hiding there.

He and Willow walk off together.

Buffy and Giles watch them go.

Off her entire lack of an answer, we:

INT. HALLWAY - NIGHT

It’s after school, the place deserted, lights dim and shadowy. Suddenly, a door creeps open¼

It’s Buffy. She’s in full hunting mode, carrying her Slayer’s bag of goodies, just in case. Every sense alert, she takes a careful step.

No response. Buffy continues, rounds the corner.

Suddenly, she HEARS laughter, GIRLS’ VOICES. She moves to a classroom doorway.

INTO. CLASSROOM - CONTINUOUS

In the cheery light, four Cordettes sit on the floor, making decorations for the spring dance. Cordelia holds her May Queen dress and pirouettes with it, laughing. The bright light makes the sequins sparkle. It’s beautiful.

ANGLE: BUFFY LOOKING THROUGH THE DOOR

She looks at her “hunting” attire. Then she looks back at Cordelia and her friends, who are having such fun. Buffy quietly shrinks from the door.

INT. HALLWAY - CONTINUOUS

Suddenly she HEARS something else. She stops dead, listens. Can’t quite make it out -- it’s everywhere and nowhere.

It’s music. A flute. Ghostly. Playing somewhere in the bowels of the school. Buffy just listens, affected by it. It’s about the saddest, loneliest song she’s ever heard.

INT. LIBRARY STACKS - SAME TIME

Giles, far back in the stacks, hears the haunting MUSIC. He takes a few steps, trying to determine the sound’s origin.

Suddenly, it stops. After a beat, Giles shrugs. He turns to resume his work when there’s a NOISE behind him.

Giles spins. There’s no one there. Slightly unnerved --

ANGLE: SOMEONE’S POV WATCHING GILES

as he searches among the stacks for the source of the sound.

ANGLE: GILES

as he passes one of the darkened windows behind the stacks, glances at his solitary reflection in the glass. He turns.

ANGEL is right beside him!

Startled, Giles looks again at the traitor window and Giles’ lonely image.

He looks about him -- in case he has to make a run or a fight for it.

Giles’ gaze is drawn again to --

ANGLE: THE DARK WINDOW

and Giles’ solitary reflection as Angel continues.

Giles turns back toward Angel. But he’s gone.

INT. GIRLS’ BATHROOM - FLASHBACK

NOT in POV, but still sepia-toned and dreamy. A GIRL (MARCIE) -- so mousy she’s the human equivalent of wallpaper -- washes her hands as Cordelia, Harmony, and two Cordettes squeeze her aside to primp at the mirrors.

Complete ignormation, as Cordy continues.

Everyone nods, laughs... as the Girl’s eager smile slowly fades. Cordelia and Co. exit. The Girl stares at the mirror, alone.

EXT. SCHOOL QUAD - NEXT DAY - NOON

In spooky POV, in a crowd, standing right next to Buffy as we watch Mr. Snyder announce from the steps --

Cordelia, having anticipated the result, is already right beside him. She gives a Miss America wave to the crowd.

We hear angry PANTING as the SPOOKY POV moves away from Buffy and toward Cordelia...

ANGLE: BUFFY (OUT OF POV)

as Willow and Xander arrive, Willow carrying a printout.

They all look at Cordelia, who is well into her speech.

They all roll their eyes and turn away, this missing it as Cordelia stumbles a bit, as if something has shoved by...

Willow hands Buffy the printout.

As Buffy thumbs through the list, Willow catches sight of the TWO MEN IN BLACK from the beginning of Act Two, standing in the shadows on the edges of the crowd.

Xander looks in the Strange Men’s direction... but they’re gone. Buffy, engrossed in the printout, interrupts --

They all exit under the stairs as Cordelia finishes up...

INT. BAND ROOM - LATER

Buffy enters. She slowly circles the room.

In the sunlight streaming through the windows, Buffy spots a thin ribbon of dust falling from the ceiling in the corner.

She approaches. On the floor is a small flutter of the dust, shoe prints tracked through it. On some book shelves piled with band music, Buffy discovers other dusty shoe prints left when somebody climbed up to --

Buffy looks up -- the ceiling. A ceiling tile is ajar.

Buffy carefully climbs up the shelf-“ladder” and pushes back the ceiling tile. She pokes her head up for a look -- sees a dim light. Taking a deep breath, she climbs into --

INT. THE “NEST” - CONTINUOUS

Buffy emerges into a largish area with a low overhead -- the Invisible Girl’s nest. It is an eerie moment for Buffy as she realizes what she’s found.

Like a pack-rat’s lair: blankets and pillows, junk food, sheet music, a flute case, and a single stuffed animal.

THE INVISIBLE GIRL’S SPOOKY POV

watches Buffy from a far corner as Buffy explores her nest. Poking among the sheet music, Buffy finds a book -- last year’s Sunnydale yearbook. Looking around a bit fearfully, she opens the cover and there’s the name: MARCIE ROSS.

Buffy thumbs through the book, and her look of fear seems to melt as empathy washes over here.

ANGLE: BUFFY

She sits back, engrossed in the yearbook. We track around her to reveal a knife behind her, ready to stab.

After a moment, Buffy closes the yearbook. She looks around again, but not fearfully this time. Sympathetically.

Behind her in the dark, the knife raises higher, ready to attack if Buffy comes closer... But after a beat, Buffy heads instead for the exit, taking the yearbook with her.

Slowly, the knife lowers...

INT. BAND ROOM - CONTINUOUS

Buffy climbs down the shelf-ladder, carefully juggling the yearbook. She hops to the first floor, exits.

INT. ENGLISH CLASSROOM - LATER

Ms. Miller sits alone at her desk, grading papers.

She doesn’t notice the door open... It closes with a CLICK.

Ms. Miller looks up at the noise.

INVISIBLE GIRL’S SPOOKY POV

It slowly circles the unsuspecting Ms. Miller as she shrugs and goes back to grading papers...

EXTREME CLOSE UP: MS. MILLER

writing comments on a paper. She looks up slowly.

From behind her, with frightening speed, a plastic bag whips down over her head.

WIDER ANGLE: MS. MILLER

As she thrashes about in her chair, the bag tight over her frozen scream.

INT. HALLWAY OUTSIDE ENGLISH CLASS - CONTINUOUS

Cordelia arrives for her meeting with Ms. Miller, books in hand. She knocks at the door, enters --

INT. ENGLISH CLASSROOM - CONTINUOUS

As Cordelia enters, she gasps -- Ms. Miller is passed out in her chair, her face turning blue inside the plastic bag.

Cordelia rushes to her. She instinctively tears at the cord around Ms. Miller’s neck and pulls off the plastic bag.

Ms. Miller sucks in a painful gasp, then begins to cough. Weakly, she slides out of the chair, collapsing to her knees on the floor.

When Cordelia stoops to help her, the chalkboard is blank.

She begins to cough again. Cordelia hears a SCRITCH-SCRITCH behind her... rises slowly...

Now there are letters insanely scrawled there behind her: LISTEN. She turns and reads it. On Cordelia’s whimper...

BLACK OUT.

INT. LIBRARY - CONTINUOUS

The gang listens to an excited Buffy relay her findings.

She places the yearbook on the table --

- and opens it. The others crane to see.

ANGLE: THE INSIDE COVER OF THE YEARBOOK

We see written very clearly: “Have a nice summer.” The camera pulls back slowly to reveal the exact same message written and signed by more than a dozen people.

Xander and Willow look, find their own signatures.

Willow goes to her missing kids read It, starts looking at Marcie’s records.

He goes to a bookshelf near the stairs and pulls out a textbook: “Introduction to Quantum Mechanics.”

Buffy, flipping through the yearbook, stops short at a page.

ANGLE: THE YEARBOOK

Smiling Cordelia’s picture... hideously defaced, almost scratched out. A big read CROWN is scrawled on her head.

ANGLE: THE LIBRARY DOORS

Cordelia stands there, eying her surroundings as if she has just entered a dark and scary cave. Then she looks at Buffy.

Buffy and the others exchange a look: should we tell her?

So much for being gentle. Buffy decides.

ANGLE: CORDELIA

is emphatic.

INT. ENGLISH CLASSROOM - FLASHBACK

Cordelia sits right next to Marcie. Marcie raises her hand eagerly... but Ms. Miller calls on --

All during this, the SOUND SLOWLY DROPS OUT as we PUSH IN on Marcie. She raises her hand again, more desperate, but another kid gets the tag.

As Marcie watches, the kid lowers his hand and mouths his answer m.o.s.

All the sound is gone now, except for the noise Marcie makes -- the rustle of her dress, her pencil dropping -- which is slightly amplified. She’s alone out here.

Slowly, defeatedly, she lowers her hand, and in the SILENCE of absolute isolation, stare at in wonder. It’s starting to disappear.

INT. THE “NEST”

The POV moves quickly through the dark space, accompanied by ominous MUSIC and a string of muttered threats.

As she mutters, we see a hunk of rope yanked out of frame. The POV turns to an old blanket that is also yanked away -- to reveal a black leather satchel shining ominously in the dark.

INT. LIBRARY - ON CORDELIA’S DEFACED PICTURE

as Buffy slams the yearbook shut. To Cordelia --

Buffy and Cordelia exit.

Giles and his helpers troops into Giles’ office. No one sees that in the corner, a CEILING TILE slides back into place...

INT. HALLWAY NEAR LOCKERS - MOMENTS LATER

Empty. Suddenly, Buffy pops around the corner like a Secret Service agent. She checks around with outstretched arms...

Cordelia appears, walking like she owns the place.

The Slayer looks around, thinking about that one.

Cordy shoots her a look.

A moment, as Buffy takes this in.

Buffy watches Cordelia start down the stairs. She follows.

INT. LIBRARY - LATER

Willow and Xander look up as Giles emerges from his office.

Now they hear it: the haunting tones of a FLUTE.

INT. HALLWAY OUTSIDE LIBRARY - CONTINUOUS

The three emerge into the empty, dark hall and listen.

They head off down the hall.

INT. SUPPLY CLOSET - SAME TIME

Dark. The door opens and Buffy steps in, pulls the chair on the overhead light. Cordelia surveys the icky surroundings.

Buffy quickly checks the small area: no invisible girls.

Buffy exits. Cordelia changes into her dress.

INT. BASEMENT OUTSIDE BOILER ROOM - SAME TIME

Giles, Willow, and Xander cautiously make their way down the dark stairs into the basement, following the MUSIC. They fan out, searching. Xander puts his ear to a metal door.

INT. BOILER ROOM - CONTINUOUS

Dark and seemingly deserted but for the ghostly flute music wafting around the BOILER. The three enter.

But the music plays on. The three exchange looks. Very cautiously, they creep around the boiler --

-- and discover a small boombox, playing an audio cassette.

They race for the door, but they hear Marcie’s maniacal GIGGLING as it SLAMS shut. Giles and Xander try to open it, but it won’t budge.

That’s when they hear the HISS...

INT. HALLWAY OUTSIDE SUPPLY CLOSET - CONTINUOUS

Buffy paces outside, talking to Cordelia through the door.

From the closet, there’s a SOUND, like a brief scuffle.

There’s more COMMOTION within, stuff being overturned.

Buffy tries the door, but it’s jammed. She bangs it several times with her shoulder. Finally she KICKS at the door --

INT. SUPPLY CLOSET - CONTINUOUS

The door flies open and she rushes in: Cordelia’s being yanked up into the ceiling. Buffy grabs at a foot, misses.

She quickly piles up boxes under the hole in the ceiling. She stands on them, then pulls herself up into --

INT. CEILING CRAWLSPACE - CONTINUOUS

Buffy rolls into the space.

There’s a heavy DRAGGING sound in the distance. She follows.

INT. BOILER ROOM - SAME TIME

Willow and Xander follow Giles to the sound of the HISSING. Giles winces at the strong odor.

Willow and Xander stagger back. Covering his mouth with his jacket, Giles moves closer. There is a system of gas pipes along the boiler. Giles frantically searches for something.

Xander picks up a wheel-like metal knob from the floor. Hands it to Giles. The spindle has been broken off.

Xander grabs a large pipe and is about to ram the door --

Very gently, Xander lays the pipe back down.

INT. CEILING CRAWLSPACE - SAME TIME

Buffy crawls toward the light ahead.

INT. THE NEST - CONTINUOUS

Buffy emerges into the larger space on the opposite side from where she came in through the Band Room ceiling. She sees the rope, the leather satchel, Cordelia’s unconscious body dressed for May Queen.

Instinctively, Buffy tries to crawl toward Cordelia, but just as she’s within reach --

THE INVISIBLE GIRL’S SPOOKY POV

rushes right at her --

Buffy is flung sideways out of the nest, into the ceiling titles. The tiles cave easily under her weight and Buffy CRASHES into --

INT. A CLASSROOM - CONTINUOUS

Buffy falls through the ceiling and lands painfully. Stunned from the impact, she is on the ground, sees:

ANGLE: NEXT TO BUFFY

The satchel drops to the ground with a thud. We HEAR Marcie drop next to it, then the bag opens.

Buffy tries to prop herself up, still dazed, when she sees:

ANGLE: A HUGE, DRIPPING HYPODERMIC NEEDLE

Floating right in front of her

She barely has time to gasp before it plunges into her neck.

Buffy’s eyes roll back in her head and she drops unconscious to the floor.

ANGLE: THE STAGE

For the first time, we see the full tableau: two thrones, facing away from us, and the wall behind them. On it, in huge red letters, is spray painted the word: LEARN.

INT. BOILER ROOM - SAME TIME

Willow, crouched coughing on the floor, watches as Xander futilely rams the metal door with his shoulder.

At the boiler, Giles cuts his hands as he strains to close the broken shutoff valve. The HISSING subsides slightly. He staggers to Willow, choking. Xander follows suit.

He doesn’t have to finish the sentence. They get it.

INT. THE BRONZE STAGE - SAME TIME

Cordelia and Buffy look around as something moves in the wings. It’s a cart with a towel thrown over the top, and it heads for them.

Neither of the girls is real excited to hear that. The cart stops between them, both girls looking at it. Cordelia’s voice has a new level of hesitance in it as she says:

She whips the towel off the cart to reveal a line of surgical instruments, each more byzantine and horrific than the last.

INT. BOILER ROOM - SAME TIME

Giles, Willow and Xander are now on the floor, wheezing.

Giles quickly takes off his jacket and wraps it around the large pipe Xander was using.

Coughing fiercely, the three stagger to their feet, holding the pipe like a battering ram against the door lock.

BAM! The door holds fast.

Nothing. The three sag against the wall. Weak. Defeated.

INTO. THE BRONZE STAGE - SAME TIME

Marcie GIGGLES. Suddenly, Buffy’s head WHIPS around as Marcie punches her.

ANGLE: A SCALPEL

is lifted into the air. For a moment the two girls just stare at it, wondering which way it will head.

It moves toward Cordelia.

As she speaks, Buffy looks down at:

ANGLE: A SCALPEL

on the edge of the tray. It’s almost near enough to reach, and Buffy strains her hand -- tied to the arm of the chair -- towards it.

Cordelia sees what Buffy is doing, looks back ahead of her. The scalpel is inches from her face.

INT. BOILER ROOM - SAME TIME

Willow grabs Xander as he slumps to the floor.

He faints. Willow and Giles sink to the ground, not far behind him... Breathing their last...

INT. THE BRONZE STAGE - SAME TIME

Buffy is still surreptitiously straining her fingers toward the scalpel.

Cordelia’s eyes are locked on the scalpel inches from her face.

Buffy is almost there --

ANGLE: MARCIE’S POV

looking at Cordelia, it hears a small CLATTER and the camera WHIPS over to see what Buffy is up to. She is sitting, hand nowhere near the tray, looking defeated.

Cordelia tries to draw Marcie’s attention back to her, saying:

The POV goes back to Cordy.

ANGLE: BUFFY’S HAND

sitting on the arm of the throne. She moves it slightly to reveal the scalpel under it. She palms it and begins sawing away at her bonds.

and SLICE! The scalpel swings across Cordelia’s cheek, leaving a good three inch cut. Cordelia screams! And as she whimpers, her eyes welling up: