Phases

(December 15, 1997)

Written by: Rob Deshotel & Dean Batali

Teaser

EXT. SUNNYDALE HIGH - MORNING (STOCK)

The start of another school day. STUDENTS head inside with ambitious hopes about what the day will bring them.

CUT TO:

INT. HALLWAY/INT. LOUNGE - MORNING

WILLOW comes inside and sees OZ studying something in the trophy case. She goes over to him. He looks up, smiles.

WILLOW
Hi.

OZ
That's what I was going to say.

WILLOW
Whatcha looking at?

OZ
This cheerleader trophy. It's like its
eyes follow you wherever you go.

He LEANS to one side, then the other.

OZ (cont'd)
I like it.

He and Willow walk together.

WILLOW
So, did you like the movie last night?

OZ
I don't know. Today's movies are kind
of like popcorn. You forget about them
as soon as they're done. I do remember
I liked the popcorn, though.

WILLOW
Yeah, it was good. And I had a really
fun time at the rest. I mean, the part
with you.

OZ
That's great, because my time was
also of the good.

WILLOW
Mine, too.

Willow waits expectantly, hoping for a kiss.

WILLOW (cont'd)
Well, then…

Oz stands there. Then stands there some more. It's beginning to get awkward. Willow sees an escape.

WILLOW (cont'd)
Oh, there. I have… my friend. So I
will go to her.

OZ
I'll see you, then. Later.

Willow joins BUFFY in the lounge as LARRY and some LARRYETTES come over to Oz. Larry stares leeringly at the girls.

LARRY
Man, Oz, I would love to get me some
of that Buffy and Willow action, if you
know what I mean.

OZ
Good job, Larry. You've really mastered
the single entendre.

A GIRL walks by. Larry 'accidentally' KNOCKS the books out of her hands.

LARRY
Oops.

The girl BENDS OVER to pick up her books. Larry and the Larryettes enjoy the view.

LARRY (cont'd)
Thank you, Thighmaster!

The Larryettes LAUGH BRAINLESSLY.

LARRY (cont'd)
So, Oz, man, what's up with that?
Dating a Junior? Let me guess - that
innocent school-girl thing is just an
act, right?

OZ
Yeah, she's actually an evil Mastermind.
It's fun.

LARRY
She's gotta be putting out, or what's
the point? What are you gonna do,
talk? Come on, fess up - how far have
you got?

EXT. SCHOOL - DAY

ANGLE: BUFFY AND WILLOW

WILLOW
Nowhere! I mean, he said he was gonna
wait till I was ready, but… I'm ready!
Honest. I'm good to go here.

BUFFY
I think it's nice he's not just being an
animal.

WILLOW
It is nice. He's great. We have a lot of
fun. But I want some smootchies.

BUFFY
Have you dropped any hints?

WILLOW
I've dropped anvils.

BUFFY
He'll come around. What guy could
resist your wily, Willow charms?

WILLOW
At last count? All of them. Maybe more.

BUFFY
Well, none of them know a thing.
They all get an 'F' in Willow.

WILLOW
But I want Oz to get an 'A.' And,
ooh, one of those gold stars.

BUFFY
He will.

WILLOW
Well he better hurry. I don't want to
be the only girl in school without a
real boyfriend.

Buffy looks down, thinking of Angel.

WILLOW (cont'd)
Oh, I'm such an idiot, I'm sorry. I
shouldn't even be talking about… do
you want me to go away?

BUFFY
I wish you wouldn't.

Willow cautiously tests the waters.

WILLOW
How are you holding up, anyway.

BUFFY
I'm holding.
(looks at watch)
I was going on close to two minutes
there without thinking about Angel.

WILLOW
(encouraging)
Well, there you go!

BUFFY
But I'd be holding better if you and
Xander and I could do that 'sharing
our misery' thing tonight.

WILLOW
Great! I'll call Xander, ask him to join
us. What's his number? Oh, yeah:
'1-800-I'm-Dating-A-Skanky-Ho.'

BUFFY
Me-ow!

WILLOW
Really? Thanks! I've never gotten a
'me-ow' before.

BUFFY
Well deserved.

WILLOW
Darn tootin'! I'm just saying, Xander
and Cordelia? What does he see in
her anyway?

CUT TO:

INT. CORDELIA'S CAR/EXT. MAKEOUT PARK - NIGHT

XANDER and CORDELIA are in Cordelia's car, in the middle of a very serious make-out session. Suddenly, Xander pulls away.

XANDER
But what could she possibly see in him?

CORDELIA
(exasperated)
Excuse me, we did not come here to
talk about Willow. We came here to do
things I can never tell my father about
because he still thinks I'm a good girl.

XANDER
I just don't trust Oz with her. He's a
senior, he's attractive. Okay, not to me,
but… Oh, and he's in a band. We all
know what element that kind attracts.

CORDELIA
(offended)
I've dated lots of guys in bands.

XANDER
(point proven)
Thank you!

CORDELIA
Do you even want to be here?

XANDER
I'm not running away.

CORDELIA
Because when you're not babbling
about poor defenseless Willow, you're
raving about the all-powerful Buffy.

XANDER
I do not babble. I occasionally run-on.
And every now and then I yammer-

CORDELIA
(gently)
Xander, look around. I've got my dad's
car. It's just the two of us. There's a
big, full moon. It doesn't get any more
romantic than this.
(then)
So shut up!

She angrily GRABS him and they go back to kissing.

EXT. SUNNYDALE - NIGHT (STOCK)

ANGLE: THE MOON

ROUND AND BRIGHT in the sky.

TILT DOWN, into the darkness.

EXT. MAKEOUT PARK - NIGHT

A BEASTLY FACE, half-human, half-animal, stares out from the bushes. It GROWLS softly.

BLACK OUT.

END OF TEASER
Act One

INT. CORDELIA'S CAR/EXT. MAKEOUT PARK - NIGHT

Xander and Cordelia are still doing their thing. Xander hears a noise; breaks from the kiss.

XANDER
Did you hear that?

CORDELIA
(evenly)
What is it now?

XANDER
I thought I heard something.

CORDELIA
Oh, is Willow sending some sort of
distress signal that only you can hear?

He looks out the window into the darkness. Nothing.

XANDER
Hunh…

They lean in towards each other again. He JOLTS back.

XANDER (cont'd)
Okay, now I know I heard something.

CORDELIA
(moving away)
That's it! Your mind has been not
here all night. How about I just drop
you off at-

A LARGE PAW RIPS THROUGH the convertible top of the car and SWIPES between them.

The two of them SCREAM and pin themselves against the doors.

A HAIRY, SNOUTED FACE peers through the rip. It's a WEREWOLF.

XANDER
Get us out of here!

Cordelia reaches for the ignition.

CORDELIA
Where're the keys!

Cordelia frantically feels around on the floor as the werewolf SLASHES at the roof. Xander fights it off, KICKING at it with his feet.

XANDER
We should be moving! Let's go!

Cordelia finds the keys-

CORDELIA
Got 'em!

--STARTS the car, and THROWS it into gear.

The werewolf CLINGS to the top as the car BACKS up. The car stops and LURCHES forward, THROWING the werewolf off.

Cordelia and Xander SPEED AWAY into the night.

XANDER (O.C.)
Told you I heard something.

CUT TO:

EXT. SCHOOL PARKING LOT - DAY

Buffy, Willow, and Oz surround Cordelia's car, looking at the shredded convertible top as Xander and Cordelia fill them in.

BUFFY
And you're sure it was a werewolf?

XANDER
Let's see: six feet tall, claws, big ol' snout
right in the middle of a face like a wolf.
Yeah, I'm sticking with my first guess.

OZ
Seems wise.

XANDER
Oh, and there was that little thing where
it tried to bite us.

Cordelia buries her head in Xander's shoulder.

CORDELIA
It was so awful.

XANDER
I know…

CORDELIA
Daddy just had it detailed.

GILES comes over, carrying a newspaper.

BUFFY
What's the word on the street?

GILES
(shows headlines)
Seems there were a number of other
attacks by a 'wild dog' around town.
Several animal carcasses were found
mutilated.

WILLOW
Ohh… you mean bunnies and stuff?
(then)
No, don't tell me.

OZ
(to Willow)
Don't worry. They may not look it,
but bunnies can really take care of
themselves.

WILLOW
Yeah.

GILES
Fortunately, no people were injured.

BUFFY
That falls into the 'that's a switch' column.

GILES
For now. But my guess is this werewolf
will be back at next month's full moon.

WILLOW
What about tonight's full moon?

GILES
Pardon?

WILLOW
Last night was the night before the
full moon. Traditionally known as…
the night before the full moon.

GILES
Meaning the accepted legend that
werewolves only prowl during the full
moon might be erroneous.

CORDELIA
Or it could be a crock.

XANDER
Unless our werewolf is still using
last year's almanac.

BUFFY
Looks like Giles has some schoolin' to do.

GILES
I must admit, I'm intrigued. A werewolf?
It's one of the classics… I'm sure my
books and I are in for a fascinating afternoon.

They watch as Giles goes off.

BUFFY
He needs to get a pet.

PRELAP:

MISS LITTO (V.O.)
Sunnydale is becoming more
dangerous all the time. And a full
moon like tonight tends to bring
out the crazies.

CUT TO:

INT. GYMNASIUM - DAY

MISS LITTO (a formidable-looking woman) speaks to STUDENTS who stand on MATS. A number of the students have BODY PADS, GLOVES, etc.

MISS LITTO
But with some simple basics of self-
defense, each of you can learn how to
protect yourself…

She CONTINUES TO TALK as we:

ANGLE: BUFFY, WILLOW AND OZ

BUFFY
Here's a suggestion: move away from
the Hellmouth.

Oz REACHES for the collar on the back of Willow's shirt and fixes something. Willow turns to him.

OZ
(explaining)
Tag.

Xander, who is with Cordelia, SEES this.

XANDER
Would you look at that? He's all
over her!
(whispers over)
Hey, buddy, you're in a public
forum here!

CORDELIA
(to Xander)
I think you splashed on a little too much
'Obsession for Dorks.'

MISS LITTO
…Okay, everyone get into your assigned groups.

The students separate into GROUPS. Larry removes his jacket to reveal a large BANDAGE on his arm.

XANDER
What happened to you?

LARRY
Ah, last week some huge dog jumped
out of the bushes and bit me. Thirty-nine
stitches. They ought to shoot those strays.

OZ
I been there, man.

He holds up a finger.

OZ (cont'd)
My cousin Jordy. Just got his grown-up
teeth in. Does not like to be tickled.

WILLOW
(leaning in)
Looks like it healed already.

OZ
The emotional scar is still there.

Larry approaches THERESA, a small, timid-looking girl.

LARRY
Theresa, be still my shorts. We're in
the same group.
(smiling cruelly)
I may have to attack you.

THERESA
(anxious)
No, I think, actually, in our group,
there're a few of us-

Buffy STEPS BETWEEN Larry and Theresa.

BUFFY
(to Larry)
Yeah. And I'm one of the few.

Theresa back away to safety as Willow pulls Buffy aside.

WILLOW
Don't forget, you're supposed to be
a meek little girlie-girl like the rest
of us.

BUFFY
Spoil my fun.

Willow JOINS Xander and Cordelia in their group. Xander is pulling a large PADDED HELMET over his head.

XANDER
Be gentle with me.

CORDELIA
(to Willow)
You first. I wouldn't want to be
accused to taking your place in line.

WILLOW
Oh, I think you pushed your way to
the front long before this.

CORDELIA
Hey, I can't help it if I get the spotlight
just because some people blend into the
background.

WILLOW
Well, maybe some people could see
better if you weren't standing on the
auction block, shaking your wares.

CORDELIA
Sorry, we haven't all perfected that
phony 'girl next door' bit.

WILLOW
You could be the girl next door, too. If
Xander lived next to a brothel!

They BORE INTO EACH OTHER, breathing heavily. Xander, completely suited up, calls out to them.

XANDER
(innocently)
Okay, who wants a piece of me?

Cordelia and Willow look at one another.

SMASH CUT TO:

BAM!

Xander reels from a PUNCH thrown by Cordelia.

OOF!

He buckles over from a KICK, administered by Willow.

The girls WORK TOGETHER, eventually taking Xander to the ground. He looks up at them, confused and pleading:

XANDER
Why…?

ANGLE: MISS LITTO.

MISS LITTO
Okay, everyone, listen up. I want to
show you what to do should you be
attacked from behind.

Larry puts his arms around Buffy from behind. The students watch as Miss Litto explains the procedure.

MISS LITTO (cont'd)
In this situation, bend forward, using
your back and shoulders to flip your
assailant over and to the ground.

Buffy 'tries' to flip him.

BUFFY
Unh! Mnh!

LARRY
You're turning me on, Summers.

Larry reaches down and GRABS A HANDFUL of Buffy's butt. No more girlie-girl. In the blink of an eye, Buffy GRABS hold of Larry, LIFTS him, and SLAMS him into the mat. Oz looks down at Larry.

OZ
That works, too.

CUT TO:

INT. LIBRARY - LATER THAT DAY

Giles uses a GLOBE OF THE EARTH, a MODEL OF THE MOON and a LAMP as he explains things to Buffy, Willow and Xander.

GILES
… and while there is no scientific
explanation for lunar effect on the
human psyche, the phases of the moon
do exert a great deal of psychological
influence. And a full moon tends to
bring out our darkest qualities.

XANDER
Yet, ironically, also led to the invention
of the moon pie.

Buffy and Willow shoot Xander a look, then look back to Giles.

GILES
(chuckling to himself)
Moon pie…

Willow and Buffy stare at Giles. He composes himself.

GILES (cont'd)
You see, a werewolf is such a potent,
extreme representation of our inborn,
animalistic traits that it emerges for
three consecutive nights - the full
moon, and the two nights surrounding it.

WILLOW
Quite the party animal.

GILES
Quite. It acts on pure instinct, without
conscience, predatory and aggressive-

BUFFY
In other words, your typical male.

XANDER
On behalf of my gender: hey!

GILES
Let's not jump to conclusions-

BUFFY
I didn't jump. I took a tiny step. And
there conclusions were.

GILES
The point is, our wolf-man could also
be a wolf-woman. Or anyone who's
been bitten by a werewolf.

XANDER
(looks at watch)
And whoever it is will be changing
at any moment.

WILLOW
'Cause it'll be night soon.

She reaches over and SPINS THE GLOBE half a turn (as a visual representation of the earth's rotation, which spins away from the sun into darkness, hence the night).

XANDER
So, then. I'm guessing your
standard-issue silver bullets are in
order here.

GILES
No. No bullets. No matter who this
werewolf is, it's still a human being.
Who might be completely unaware
of his, or her, condition.

BUFFY
So tonight we bring 'em back alive.

DISSOLVE TO:

EXT. MAKEOUT PARK - NIGHT

Parked CARS. With KIDS in them. Doing the things kids do in parked cars. The FULL MOON illuminates it all.

Buffy and Giles (who carries a bag of hunting supplies) MEET UP between two cars.

GILES
Anything yet?

BUFFY
Yes. And you won't believe it! Lisa
Hamm is over there making out with
Tim Bushway! But he's dating Mandy
Donaldson. If she ever finds out-
(off Giles' look)
Nothing. Not a werewolf in sight. You?

GILES
The same. I thought we might knock
on a few windows, ask if anyone has
seen anything.

BUFFY
(how old are you?)
Giles? No one's seen anything.

GILES
Yes. Of course not.

They split up again.

Buffy searches near the edge of the park. She hears a NOISE in the bushes and TURNS. SOMETHING catches her eye.

She LUNGES into the darkness.

And is promptly LIFTED into the air by a NET that has been laid as a trap.

A ROUGH-LOOKING GUY emerges from the shadows. He wears dark clothing and boots. A number of SHARP TEETH hang from a string around his neck.

This is The Hunter: GIB CAIN.

He aims a RIFLE at the thing that FLAILS ABOUT overhead.

CAIN
Gotcha.

BLACK OUT.

END OF ACT ONE.
Act Two

EXT. MAKEOUT PARK - NIGHT (AN INSTANT LATER)

Cain has his rifle trained on his catch. Buffy SCREAMS out:

BUFFY
Giles…!

Cain lowers his rifle, confused. He POKES at what he's caught with the tip of the rifle.

BUFFY (cont'd)
Ow!

Giles comes running over.

GILES
Hey!

Cain turns his gun towards Giles, who STOPS and throws his hands in the air.

GILES (cont'd)
Whoa, now…

CAIN
The hands are good right about there…

GILES
Who are you? What are you doing?

CAIN
The name's Cain. I'm the one with
the gun. Which means I'm the one
who gets to do the interviewing.

BUFFY
You know, before we get all chummy,
could we do something about this 'me
being in a net' thing?

Cain looks up at Buffy, takes a knife from his belt and SLICES through a rope…

… which DROPS the net - and Buffy - to the ground. Giles helps Buffy UNTANGLE herself.

GILES
Are you all right?

BUFFY
I could have done without the poking.

Cain looks at Buffy, then at Giles.

CAIN
I got to say, I'm impressed.

GILES
Excuse me?

CAIN
(off Buffy)
It's good to get the fruit while it's fresh.

Giles stares at him.

GILES
You'd be wise to take that back.

CAIN
Hey, what a man and a girl are doing in
Lovers' Lane at night is nobody's-

Giles makes a move towards Cain.

Buffy stops Giles, moving in front of him.

BUFFY
It's not what you think, repulsive brain.
(off Cain's look)
We're hunting a werewolf.

A beat. Cain breaks into raucous LAUGHTER.

BUFFY (cont'd)
Sure, it's funny if you don't believe in
werewolves…

CAIN
No, it's funny thinking about you two
catching one!
(re: Giles)
This guy looks like he's auditioning
to be a librarian. And you, well,
you're a girl.

GILES
I assure you, she's more than capable.

CAIN
Uh-huh.
(to Buffy)
Let me ask you something, sweetheart.
Exactly how many of these animals
have you taken out?

BUFFY
(hedging)
As of today?

Cain shows the collection of TEETH on his necklace.

CAIN
I tore a tooth from the mouth of every
werewolf that I killed. This next one
will bring the total to an even dozen.

Buffy looks at Giles, then back at Cain.

BUFFY
You're just going to kill it?

CAIN
Well, see, that's the thing. Their pelts
fetch a pretty penny in Sri Lanka, and
it's a little hard to skin 'em when
they're alive.

GILES
(incredulous)
You're hunting werewolves for sport.

CAIN
Oh, no. I'm in it purely for the money.

BUFFY
And it doesn't bother you just a smidge
that werewolves are people 28 days out
of the month?

CAIN
You know, it does bother me. Quite a bit.
(grinning)
That's why I only hunt them the other three.

Cain smiles and starts to pack up his gear.

CAIN (cont'd)
I'd really love to say and chat, but I'm
on a tight schedule. Any idea where else
the boys and girls like to get together in
this town?

BUFFY
You looking for a party?

CAIN
No, but the werewolf is. They're suckers
for that whole 'sexual heat' thing. Sense
it miles away. But since the little doggie
ain't here, it must have found another place.

BUFFY
(covering)
Wish we could help you, but-

CAIN
You don't know squat? Gee, what a
surprise.

He goes off. Buffy grabs the bag of hunting supplies out of Giles' hand and starts away. Giles moves with her.

GILES
Where are we going?

BUFFY
I think I know where to look. We just
have to make it there before Mein Furrier.

CUT TO:

EXT. SUNNYDALE - NIGHT (A LITTLE LATER)

Theresa walks along, her bookbag on her back. She clearly doesn't like being alone. She nervously GLANCES AROUND, bunches up her coat, and MOVES ALONG briskly.

A NOISE startles her. She stops, looks back.

POV: SOMETHING IS WATCHING HER

from a hidden place behind some bushes.

Theresa TURNS and starts walking QUICKLY away.

POV: MOVES OUT FROM BEHIND THE BUSHES

and follows after her, GROWLING.

Theresa HEARS the growl and PICKS UP THE PACE. She glances over her shoulder, then starts to RUN.

POV: RUNS AFTER HER.

Theresa is on the run. She LOOKS BEHIND her again, frightened, then turns back:

THERESA
Ah!!!

ANGEL stands there (in regular-guy mode). He SMILES.

ANGEL
Everything okay?

THERESA
I- thought I heard something.
Behind me.

Angel scopes out the area. Whatever was there is gone.

ANGEL
No one there.

THERESA
Oh… I guess not. I could have sworn-

ANGEL
It's okay. It can get pretty scary out
here, all alone at night.

THERESA
(uneasy)
Yeah.

Angel looks at her.

ANGEL
Hey, do I know you from somewhere?
Don't you go to school with Buffy?

THERESA
You know Buffy?

ANGEL
I do. Very well.

She smiles, feeling a bit safer.

ANGEL (cont'd)
Come on, I'll get you home.

They walk off.

CUT TO:

INT. BRONZE - SAME TIME - NIGHT

Lots of touchy-feely going on. AN AMOROUS COUPLE kiss their way up the stairs, heading for some privacy.

Cordelia is at a table, TALKING to someone we don't yet see.

CORDELIA
I mean, with Xander it's always 'Buffy
did this' or 'Willow said that.' Buffy,
Buffy. Willow, Willow. It's as if I don't
even exist.

REVEAL she is talking to Willow.

WILLOW
I sometimes feel like that.

CORDELIA
And then when I call him on it, he acts
all confused, like I'm the one with the
problem.

WILLOW
His 'Do I smell something?' look.

CORDELIA
(nodding)
All part of his little guy-games. He's
there, then he's not there. He wants it,
but he doesn't want it.

WILLOW
He's so busy looking around at
everything he doesn't have that he
doesn't even realize what he does have.

CORDELIA
But he should at least realize that you
have Oz.

Willow frowns.

WILLOW
I'm not sure I do. Right now, Oz and I
are in some sort of holding pattern. Only
without the holding. Or anything else.

CORDELIA
Well, what's he waiting for? What's his problem?
(then)
Oh, that's right. He's a guy.

WILLOW
Yeah. Him and Xander. Guys.

CORDELIA
Who do they think they are?

WILLOW
A couple of guys.

They nod in agreement-

--and are interrupted when the werewolf CRASHES down on their table. Willow and Cordelia's drinks go FLYING as they SCRAMBLE out of their chairs.

WILLOW (cont'd)
Come on! This way!

PANDEMONIUM ensues as EVERYONE heads for the doors.

CUT TO:

EXT. BRONZE - NIGHT (SAME TIME)

Kids pour out, SCREAMING in a rush to escape. Buffy and Giles run up.

GILES
(to Buffy)
Looks like your hunch was right.

BUFFY
How could a werewolf resist Sunnydale's
own House o' Hormones?

She and Giles fight through the crowd. They BUMP INTO a frantic Willow and Cordelia at the door.

WILLOW
The werewolf! It's in there!

Cordelia turns to the DOORMAN.

CORDELIA
(half-crazed)
You could be a little more discriminating
with that velvet rope!

Buffy pulls a LONG CHAIN from the bag, tosses the bag at Giles, and heads inside.

CUT TO:

INT. BRONZE/BACKSTAGE - A MOMENT LATER - NIGHT

Dark and creepy. Buffy quietly MAKES HER WAY UP inside, the chain dangling at her side.

She looks around. A MOVEMENT catches her eye. She turns her head - and the werewolf is right behind her.

It JUMPS.

Buffy fights it off. It comes back at her. She PUNCHES it in the face, and it reacts, STARTLED.

Buffy SWINGS the chain so that it WRAPS around the werewolf's neck. She's got it! She holds on tight to the chain.

The werewolf YANKS away, sending Buffy FLYING across the room.

The werewolf UNTIES the chain, LEAPS for a window…

CUT TO:

EXT. WINDOW - CONTINUOUS - NIGHT

… and CRASHES through.

The werewolf HITS THE GROUND, HOWLS, and TAKES OFF into the night.

DISSOLVE TO:

INT. BRONZE - A LITTLE LATER - NIGHT

Cain is there with Buffy and Giles. He seems not at all surprised that:

CAIN
You let it get away.

BUFFY
I didn't let it do anything. I had the
chain around its neck-

CAIN
Chain? What were you going to do,
take it for a walk?

BUFFY
I was trying to lock it up.

CAIN
That's beautiful.
(shakes his head)
This is what happens when a woman
tries to do a man's job.

GILES
Mr. Cain, this girl put her life at risk
to capture a beast which you haven't
even been able to find.

CAIN
Uh-huh. And daddy's doing a great job
carrying her bag of Milk Bones.
(in Buffy's face)
You know, sis, if that thing out there
harms anyone? It's going to be on your
pretty little head.

Buffy doesn't respond.

CAIN (cont'd)
I hope you can live with that.

He moves away and starts for the door.

BUFFY
(to herself)
I live with that every day.

Cain heads out, mumbling to himself.

CAIN
First they tell me I can't shoot an
elephant for its ivory. Now I've got
to deal with People for the Ethical
Treatment of Werewolves.

He goes off. Buffy stands there for a beat. Giles ZIPS up the bag, looks at Buffy.

GILES
Let's move out.

They go.

CUT TO:

EXT. SUNNYDALE RESIDENTIAL STREET-NIGHT (A LITTLE LATER)

The werewolf wanders through the night. It PICKS UP A SCENT and finds a trail of BLOOD DROPLETS. It follows the trail, PICKING UP SPEED, when:

A BODY thumps to the ground in front of the werewolf. It's Theresa. And she's DEAD. Angel stands over her (in VAMP-MODE), post feeding.

Angel locks eyes with the werewolf and HISSES loudly. The werewolf SWIPES defensively and HISSES back. They face-off for a beat. Angel backs away, then disappears into the dark.

The werewolf goes to the dead body. SNIFFS.

It HOWLS up at the moon and the sound carries over as we:

DISSOLVES TO:

EXT. MAKEOUT PARK - NIGHT

A lone car - Giles' car - sits there, its LIGHTS still on. We hear the TINNY SOUND of a news station from the radio.

NEWS ANNOUNCER (V.O.)
…the negotiations were tabled when
West-leader Petrie could not come to
terms with the leader from the East.
Petrie said a strike is inevitable.

The NEWSCAST CONTINUES in the background as Buffy comes into view. She sees the empty car.

BUFFY
Giles?

She RUNS to the car, panicked, and opens the door. A startled Giles BOLTS upright, scared half to death.

GILES
Blaerg!

BUFFY
(relieved)
Oh. I didn't see you in there.
(gets in car)
I thought something had happened.

GILES
(groggy)
No, no. I'm okay. I was just… I'm okay.
(then)
Any sign of the werewolf?

BUFFY
No. I'm guessing you didn't see much,
either, from that vantage point of having
your eyes closed.

Giles looks at his watch, then out the window.

GILES
It's starting to get light. I suppose
we should be heading-

BUFFY
Shh.

Buffy silences Giles and TURNS UP the radio.

NEWS ANNOUNCER (V.O.)
…apparently connected to the animal
mutilations which occurred two nights ago.
The coroner's office has identified the body
as that of Theresa Klusmeyer, 17. The family
asks that in lieu of flowers-

Giles turns off the radio. Buffy SLUMPS DOWN into the seat, devastated. Giles assures her:

GILES
Buffy, we're going to get this thing.
We've got another whole night.

Buffy just stares off.

GILES (cont'd)
Right now there's nothing we can do.
The sun is rising. That werewolf isn't
a werewolf anymore.

CUT TO:

EXT. SUNRISE (STOCK)

CUT TO:

EXT. SUNNYDALE WOODS - SAME TIME - DAY

We BEGIN TO PAN UP the body of the werewolf as it lies, curled up, beneath a tree. It GROWLS softly.

The growling turns into a human kind of MOANING.

By the time WE REACH THE HEAD of the werewolf, it has fully transformed into its human state.

The state of Oz.

Oz takes note of his outdoor surroundings. And the fact that he's wearing no clothes.

OZ
Whoa.

BLACK OUT.

END OF ACT TWO
Act Three

INT. OZ'S HOUSE - MORNING

Oz picks up a PHONE and dials a number. He sits down and waits for someone to answer.

OZ
(into phone)
Hey, Aunt Maureen? It's me…
What…?

He studies the SMALL SCRATCH on his finger as he talks.

OZ (cont'd)
Oh, actually, it's healing okay. That's
pretty much the reason I called. I wanted
to ask you something.
(here goes)
Is Jordy a werewolf?

He listens, nodding.

OZ (cont'd)
Uh huh… And how long has that been
going on…? Uh huh…
(then)
No reason… Okay, well, thanks. Love
to Uncle Ken.

He hangs up. SITS there, taking this in.

CUT TO:

INT. SCHOOL HALLWAY - LATER THAT MORNING

Oz walks down the hall, distracted. He reaches the library and PUSHES OPEN the doors.

CUT TO:

INT. LIBRARY - CONTINUOUS - DAY

Oz walks in to see Buffy RANTING to Giles, Xander and Willow.

BUFFY
I can't believe I let that thing get away.
Cain was right. I should have killed it
when I had the chance!

Oz stops.

OZ
Killed what?

They turn to him.

GILES
The werewolf. It was out last night.

Oz goes over to Willow.

OZ
Is everyone okay? Was anyone
scratched? Or bitten?

WILLOW
No, we're fine.

OZ
Gladness.

BUFFY
But the werewolf got someone. Theresa.

OZ
'Got' as in…

He trails off, leans against a wall.

OZ (cont'd)
Wow. I'm sorry.

BUFFY
And the worst part is, I could have
stopped it.

GILES
Well, we still have one more night.

OZ
(news to him)
Another night?

BUFFY
Oh, yeah. And I'm planning on giving
little wolfie something to howl about.

OZ
(taking this in)
Hunh…

XANDER
But while we hang out here doing nothing,
there's a human werewolf walking around
out there, probably making fun of us.

WILLOW
The way werewolves always do.

OZ
But there's really no way to tell who it is. Right?

XANDER
Sure there is. Giles knows stuff. And I'm
practically an expert on this subject.

WILLOW
On account of how you were once a hyena.

OZ
Xander was…?

WILLOW
Before we knew you.

XANDER
(to Oz)
I know what it's like to crave the taste of
freshly killed meat. To be taken over by
these uncontrollable urges-

BUFFY
You said you didn't remember anything
about that.

XANDER
(oh, yeah)
I said I didn't remember anything
about that.
(then)
Look, the point is, I have an affinity with
this thing. I can get inside its head.
(acting it out)
Okay, I'm a big, bad wolf. I'm on the
prowl. I'm a sniffing, snarling, slobbering
predator. I'm…

Xander stops, looking straight at Oz.

XANDER (cont'd)
Wait a second. It's right in front of us.
It's obvious who I am!

Oz tenses-

XANDER (cont'd)
I'm Larry.

--then relaxes a bit.

XANDER (cont'd)
He's practically got 'wolf-boy' stamped
on his forehead. You got the dog bite,
you got aggression. Not to mention the
excessive back-hair.

BUFFY
You know, he was a little overly gleeful
at the thought of tormenting Theresa.

OZ
Still, that doesn't necessarily mean-

XANDER
(starting out)
I'm going to go talk to him. Force a
confession out of him.

GILES
Good. Go. In the meantime, let's cover
our bases. Willow, check the student
files. See if anyone else fits the profile.

He heads for his office.

BUFFY
Where are we going?

GILES
If none of that works, I think I've struck
upon a way to finally lay this problem
to rest.

BUFFY
Me and the werewolf, three minutes,
alone in a cage. That's all I ask.

Buffy follows Giles into his office as Xander goes out. Willow and Oz are left alone. Willow notices Oz staring off.

WILLOW
Are you okay?

Oz comes out of his daze.

OZ
What?

WILLOW
You kind of knew Theresa.

OZ
Yeah. I'm trying not to think about
it. It's… a lot.

WILLOW
It is. But we can do stuff to help.
Sometimes it feels good to help.

OZ
Uh-huh.

WILLOW
Like, looking up names? I'll be doing
that most of the night. You could help
me help together-

He cuts her off, gently.

OZ
I can't. I'm… busy.

WILLOW
(taken aback)
Oh. So….

OZ
I, uh, I need to go.

He WALKS OUT, leaving Willow alone and confused.

REVEAL Buffy, standing in the office doorway, watching.

CUT TO:

INT. LOCKER ROOM - LATER - DAY

The locker room is EMPTY. And CREEPY.

As we snake our way PAST THE LOCKERS and AROUND SOME CORNERS, we begin to HEAR that a FAUCET is RUNNING.

We TURN the final corner and see Larry as he finishes washing up. He turns off the faucet, grabs a towel. He dries his face as he heads into the rows of lockers.

He ROUNDS A CORNER and pulls the towel away from his face. He is STARTLED when he sees Xander STANDING THERE.

LARRY
Harris. Geez, next time wear a bell.

XANDER
Why so jumpy, Larry?

LARRY
Geeks make me nervous.

XANDER
Is that really it? Or is there something
you're hiding?

LARRY
I could hide my fist in your face.

Larry opens his locker. PIN-UPS and CUT-OUTS of bikini clad girls cover every inch inside. Xander SLAMS the door shut.

XANDER
I know your secret, big guy. I know
what you've been doing at night.

LARRY
(calmly)
You know, Harris, that nosey-nose of
yours is going to get you into trouble
some day. Like today.

Larry grabs Xander and HOLDS him against a locker.

XANDER
Hurting me won't make this go away.
People are still going to find out.

LARRY
All right, what do you want? Hush
money? Is that what you're after?

XANDER
I don't want anything. I just want to help.

Larry releases Xander.

LARRY
(skeptically)
You want to help. What, you think you
have a cure?

XANDER
No, it's just… I know what you're going
through. Because I've been there. And
that's why I know you should talk about it.

LARRY
(incredulous)
Sure, that's easy for you to say. You're
nobody. But I've got a reputation.

XANDER
Larry, please. Before someone else
gets hurt.

LARRY
If this gets out, it's over for me. Forget
about playing football; they'll run me
out of town. I mean, come on. How do
you think people are going to look at me
once they find out I'm gay?

Xander stands there, frozen. Larry goes on, surprised at himself.

LARRY (cont'd)
Wow. I said it. And it felt… okay.
(with more confidence)
I'm gay. I am gay.

XANDER
(smiles painfully)
Heard you the first time.

LARRY
I can't believe it. I mean, that was almost
easy. I… I never felt like I could tell
anyone. And then you, of all people,
bring it out of me.

XANDER
It probably would have just slipped out
even if I wasn't there.

LARRY
No. Because knowing you went through
the same thing made it easier for me to
admit it.

XANDER
The same thing?

LARRY
It's ironic. All those times I beat the crap
out of you, it must have been because I
recognized something in you that I didn't
want to believe about myself.

XANDER
What? No, Larry, I'm not-

LARRY
Oh, of course. Don't worry. I wouldn't
do that to you.
(leans in; sincerely)
Your secret's safe with me.

Larry goes off, leaving Xander there alone.

CUT TO:

INT. LIBRARY - LATER THAT DAY

Willow is at the computer. Buffy comes over to her.

BUFFY
So, what's the scuttle-butt? Anybody
besides Larry fit the werewolf profile?

WILLOW
There is one name that keeps getting spit
out. Aggressive behavior, run-ins with
authorities, about a handful of violent
incidents…

Willow types a bit, hits enter. Buffy looks at the screen and reacts.

BUFFY
Okay, most of those weren't my fault.
The other guy started it. I was just standing
up for myself.

WILLOW
They say it's a good idea to count to ten
when you're angry…

Buffy glares at Willow.

BUFFY
One, two, three…

WILLOW
I'll keep looking.

BUFFY
I noticed you're looking solo.

WILLOW
Yeah. Oz wanted to be somewhere that
was away. From me.

BUFFY
I'm sorry.

WILLOW
I can't figure him out. He's so hot and
cold. Or, lukewarm and cold.

BUFFY
Welcome to the mystery that is men. I
think what happens is they grow body
hair, they lose the ability to talk about
what they really want.

WILLOW
That doesn't sound like a good trade.

The BELL RINGS. They gather their things.

BUFFY
Seems to me you and Oz have some kind
of synapse problem. So if you want to
get anywhere with him, you've got to
make the first move.

WILLOW
That doesn't make me a slut?

BUFFY
I think your reputation'll remain intact.

They head out the doors…

… and start down the hall.

WILLOW
It used to be so much easier to tell if a
boy liked you. He'd punch you on the
arm, then run back to his friends.

BUFFY
Yeah, those were the days.

Xander comes over to them; PUNCHES Buffy on the arm.

XANDER
Hey…

Willow starts away.

WILLOW
I'll see you guys later. Cordelia asked
me to look over her history homework
before class. I think that means I might
have to do it.

She goes off. Xander watches her.

XANDER
Wow. Those two gals have been
hanging out together a lot.
(then)
This would be a good time to panic.

Buffy and Xander walk together.

BUFFY
How'd it go with Larry?

XANDER
(defensive)
What's that supposed to mean?

BUFFY
I think it's supposed to mean, 'How'd
it go with Larry?'

XANDER
He's not the werewolf. Can't you leave
it at that? Must you continue to push
and push?

BUFFY
Sorry. I was just wondering-

XANDER
Well he's not!

BUFFY
Okay.

XANDER
Okay.

BUFFY
So there goes our lead suspect.

She slumps against a locker, exasperated.

BUFFY (cont'd)
Which puts us right back at square
boned.

XANDER
You're not boned. You're Buffy.
Eradicator of evil. Defender of…
things that need defending.

BUFFY
Tell that to Theresa. She could have
used some defending before she was
ripped apart by that…

Buffy goes silent.

XANDER
(trying to be helpful)
Werewolf.

BUFFY
None of the reports said anything about
Theresa being mauled. But it was linked
to the animal attacks from the other night,
so we just assumed werewolf.

XANDER
What else should we have assumed?

CUT TO:

INT. FUNERAL PARLOR VIEWING ROOM - THAT EVENING

CLOSE-ON: TWO PUNCTURES WOUNDS ON A NECK

BUFFY (O.C.)
Vampire.

Buffy and Xander are looking down at the BODY OF THERESA, who lies in an open casket. Buffy has pulled Theresa's collar down to reveal the vampire bite.

XANDER
So that's good, right? I mean in the sense
of, the werewolf didn't get her and…
(then)
No. There is no good here.

BUFFY
Yeah. Instead of not protecting Theresa
from a werewolf I was able to not
protect her from something just as bad.

They move to a SIGN-IN BOOK, which sits on a THREE-LEGGED wooden EASEL (conveniently for later, the sharp, pointy-legged kind). Buffy notices the list of names in the book.

BUFFY (cont'd)
She had a lot of friends…

XANDER
Buffy, you can't blame yourself for
every death in Sunnydale.

Behind them, Theresa RISES out of her casket: she's a VAMPIRE.

XANDER (cont'd)
If it weren't for you, people would be
lining up five deep needing to get
themselves buried. Willow would
be Robbie the Robot's love slave, I
wouldn't even have a head, and
Theresa's a vampire!

Buffy is TACKLED FROM BEHIND by Vampire Theresa. They roll around. Buffy SNAPS a leg off of the easel, raises the stake, and is about to thrust it down.

Theresa STARES into Buffy's eyes.

VAMPIRE THERESA
Angel sends his love.

Buffy FREEZES, stunned - giving Vampire Theresa the opportunity to KNOCK THE STAKE out of Buffy's hand. The stake SLIDES across the floor and UNDER a piece of furniture.

Buffy and Vampire Theresa WRESTLE until Vampire Theresa gets Buffy pinned on her back.

BUFFY'S POV:

THREE STAKES (the two-and-a-half remaining legs of the easel BURST through Vampire Theresa's heart from behind.

Vampire Theresa goes POOF-

--REVEALING Xander standing there with the collapsed easel.

XANDER
Are you okay?

Buffy sits up, severely shaken.

BUFFY
This isn't happening…

Xander drops the easel; kneels down to Buffy.

XANDER
Buffy-

He touches her on the shoulder. She immediately folds herself into his arms.

BUFFY
He's going to keep coming after me. Until…

XANDER
Don't let him get to you.

It's clear that he already has.

XANDER (cont'd)
He's not the same guy you knew.

They continue to HUG. A little too long. They pull apart a bit and look at each other.

BUFFY
Xander-

Uh-oh.

BUFFY (cont'd)
Thanks.

Xander smiles. Finally, they break. Buffy composes herself.

BUFFY (cont'd)
Well. I've got a lot to do tonight.

XANDER
Yeah.

BUFFY
I should probably go do it.

She heads out. Xander watches after her, then follows, MUMBLING and SHAKING HIS HEAD.

XANDER
Oh, no. My life's not too complicated…

OVER THIS: MUSIC STARTS TO PLAY

The opening notes to (what else?) Grateful Dead's 'New Potato Caboose.'

CUT TO:

EXT. WOODS - DUSK

Cain's van sits in a clearing as the MUSIC CONTINUES.

CUT TO:

INT. VAN - SAME TIME

CLOSE ON: LIQUID SILVER

being poured into a small mold.

REVEAL Cain in his van, going through his pre-hunt ritual. He HUMS along to the music from a TAPE PLAYER.

The van is CRAMMED with the tools of his trade: RIFLES, BOWS, ARROWS, NETS, TRAPS, etc.

Cain places the mold on a COOLING RACK. He removes another mold from the rack and OPENS IT to reveal:

A freshly minted SILVER BULLET.

He sets the bullet aside with a number of OTHER BULLETS.

He reaches over to a SMALL REFRIGERATOR and pulls out a large, GOOEY SLAB OF MEAT. He PLOPS it onto a counter, takes a HUNTING KNIFE and SLICES off a few hunks, tossing them into his BACKPACK.

The MUSIC FADES as we:

DISSOLVE TO:

EXT. SUNNYDALE - THAT EVENING (STOCK)

The FULL MOON (well, actually, it's the waning moon, but it's still big and bright) PEEKS over the trees.

CUT TO:

INT. OZ'S HOUSE - NIGHT

Oz pulls some SHACKLES and CHAINS out of a box. He closes a metal shackle around his wrist, reaches for a PADLOCK, when:

There is a KNOCK at the door. Oz looks over. The KNOCKING continues, sounding somewhat IMPATIENT.

Oz leaves the shackles on a table and goes to the door. He OPENS it a crack.

OZ
Willow, what are you doing--?

Willow BARGES RIGHT IN.

WILLOW
Okay, I had this whole thing worked
out and I had written it down, but then
it didn't make any sense when I was
reading it back.

OZ
This really isn't a good time.

She plows ahead.

WILLOW
I mean, what am I supposed to think?
First you buy me popcorn, then you put
the tag in my shirt, and then you're all
glad I didn't get bit. But I guess none
of that means anything, because instead
of looking up names with me, here you
are all alone in your house doing nothing
by yourself.

OZ
Willow, we will talk about this tomorrow.
I promise.

WILLOW
No, darn it, we will talk about this now!
Buffy told me that sometimes what the
girl makes has to be the first move and
now that I'm saying this I'm starting to
think that the written version sounded
pretty good but you know what I mean!

Oz delicately tries to escort her out.

OZ
I know. It's me. I'm going though some… changes.

She breaks his grasp and moves further into the house.

WILLOW
Well, welcome to the world! Things happen.
You don't think I'm going through a lot?

OZ
Not like I am.

WILLOW
Oh, so now you're special! You're
special boy-

Willow notices the chains and shackles on the table.

WILLOW (cont'd)
--with chains and stuff.
(then, confused)
Why do you have chains and stuff?

OZ
Willow, please-

He doubles over in pain.

OZ (cont'd)
(shouting)
Get out!

WILLOW
Oz?

She moves towards him to see if he's okay.

WILLOW (cont'd)
Oz, what is it? What's wrong?

When Oz looks back up at Willow, she sees what's wrong: HE'S THE WEREWOLF.

The werewolf BARES its teeth and GROWLS at Willow.

Willow tries to scream. And then does.

WILLOW (cont'd)
Dyaaeehhhhh!

BLACK OUT.

END OF ACT THREE
Act Four

INT. OZ'S HOUSE - A MOMENT LATER - NIGHT

There's a werewolf SNARLING at Willow, remember?

Willow tries to get to the door, but the werewolf LEAPS into her path. She looks around for an escape and HEADS FOR:

CUT TO:

INT. ANOTHER PART OF THE HOUSE - CONTINUOUS - NIGHT

Willow runs in, the werewolf, close behind. She SCRAMBLES over a couch, just as the werewolf SWIPES at her legs. It's a near miss - the werewolf's claws TEAR THROUGH the cushions on the couch.

Willow ROLLS AWAY on the ground and gets to her feet. She tries to RUN out, but the werewolf GRABS her from behind. Willow BENDS forward and FLIPS the werewolf over.

It CRASHES hard to the floor.

WILLOW
Wow. It worked.

Maybe too well. The werewolf isn't moving. Willow moves to it, concerned.

WILLOW (cont'd)
Oz?

The werewolf LEAPS up and SNAPS at her. Willow SCREAMS and RUNS FOR HER LIFE, pushing a COAT RACK, CHAIRS and anything else she can find into the werewolf's path.

She's gone.

CUT TO:

EXT. SUNNYDALE - NIGHT

Willow RUNS FOR HER LIFE, down the street and through the neighborhood.

The WEREWOLF is on her heels.

CUT TO:

EXT. PARK - NIGHT

Willow SPRINTS across the grass, hurtles over a BENCH, and gets to a BACKYARD FENCE.

She looks behind her. The werewolf keeps coming.

She JUMPS UP, grabs the fence, and with GREAT EFFORT manages to get over.

As she lands on the other side the werewolf LEAPS…

… has its claws on the TOP OF THE FENCE, begins to PULL ITS WAY UP.

Willow grabs a trash can sitting in the yard, throws it, KNOCKING the werewolf back to its side of the fence.

Willow TAKES OFF AGAIN.

CUT TO:

EXT. ANOTHER PART OF SUNNYDALE - SAME TIME (NIGHT)

Cain is on the PROWL, rifle at his side.

He hears a LOUD HOWL - the werewolf is nearby.

CAIN
There you are…

The van makes a U-turn and heads in that direction.

CUT TO:

INT. LIBRARY - SAME TIME - NIGHT

Giles DROPS a STEEL CASE onto the library table. He UNSNAPS the latches and OPENS THE CASE.

Inside is an unassembled HIGH-TECH RIFLE. He takes a couple of the parts and begins PIECING them together.

Buffy comes in, all business.

BUFFY
Sorry I'm late. Had to do some
unscheduled slaying in the form of
Theresa.

GILES
She's a vampire?

BUFFY
Was. Angel sent her to me. A little
token of his affection.

Giles moves to her.

GILES
Buffy, I'm sorry-

Buffy puts up her hand; tries to hold it together.

BUFFY
Not now, Giles. We'll all have
ourselves a good cry after we've
bagged us a werewolf.

CUT TO:

EXT. WOODS - NIGHT

Willow, nearly out of breath, RUNS FOR ALL SHE'S WORTH.

She STUMBLES; falls to the ground.

She looks back - the werewolf is there, ADVANCING, only a few yards away.

A terrified Willow SCAMPERS AWAY on her back. The werewolf keeps coming. It's practically on top of her.

Willow is frozen with fear.

Suddenly, the werewolf TURNS its head and lifts its nose. It's caught a SCENT. It moves off, heading into the woods.

Willow waits a moment, then FLEES.

CUT TO:

INT. LIBRARY - A MOMENT LATER - NIGHT

Giles finishes assembling the rifle by SCREWING ON the SCOPE.

GILES
All set. Let's go find this thing.

They start for the door.

BUFFY
One question: how exactly do we find
this thing?

Willow BURSTS through the doors.

WILLOW
It's Oz! It's Oz!

BUFFY
What's Oz?

WILLOW
The werewolf!

GILES
Are you certain?

WILLOW
Can't you just trust me on this?!
(distraught)
He… he said he was going through
all these changes, and then he went
through all these… changes.

BUFFY
Where is he now?

WILLOW
In the woods.

BUFFY
Willow, it'll be okay. We're going
to take care of everything.

Giles brings the rifle into view and gives it a PUMP.

GILES
Let's go.

WILLOW
Go where? You're not going to kill Oz?!
I mean, sure, he's a werewolf. But I bet
he doesn't mean to be!

BUFFY
Don't worry. We won't hurt him.

Giles reveals a TRANQUILIZER DART.

GILES
I loaded this with enough phenobarbital
to put down a small elephant. It should
be enough for a large werewolf.

They head out the doors.

CUT TO:

EXT. SUNNYDALE WOODED AREA - NIGHT (A FEW MOMENTS LATER)

The werewolf is following a scent.

It makes its way THROUGH THE WOODS and comes to a clearing. There, BATHED IN THE MOONLIGHT, sits a pile of MEAT. The werewolf HOWLS.

REVEAL CAIN

as he steps out from behind a TREE several yards away. He RAISES HIS RIFLE; PEERS through the scope.

CAIN
(to himself)
That's it. Let me see you…

POV: THROUGH CAIN'S SCOPE

The werewolf MOVES into the clearing, SNIFFS the meat, and starts to EAT.

CAIN (O.C.)
Good doggie…

CLOSE-UP: CAIN'S FINGER ON THE TRIGGER

CAIN
Now play dead.

He FIRES-

--and is BLINDSIDED by Buffy.

The shot GOES WIDE.

The werewolf LOOKS UP from his meal. What's this?

Buffy and Cain STRUGGLE for the rifle.

The werewolf HEADS DIRECTLY FOR the two of them.

Buffy wrests the rifle from Cain's hands and BUTTS him in the gut with it. He's down.

And so is Buffy, as the werewolf LEAPS onto her. Buffy uses the rifle as a club while she tries to fight it off.

Buffy and the werewolf continue to do battle.

Willow stands with Giles, who RAISES HIS TRANQUILIZER GUN and tries to get a bead on the werewolf without harming Buffy.

WILLOW
Careful!

Giles has a shot, but then Buffy is SPUN in front.

GILES
Damn…

Buffy and the werewolf FALL to the ground with Buffy on top. The werewolf THRUSTS its legs out-

--sending Buffy FLYING through the air and into Willow and Giles, who DROPS his gun. The three of them fall in a HEAP to the ground.

The werewolf gets to its feet and LOCKS EYES with Willow.

Then starts towards her.

A terrified Willow SCRAMBLES for Giles' tranquilizer gun as the werewolf comes at her. Willow grabs the gun, RAISES it, closes her eyes…

… and FIRES.

The tranquilizer dart FLIES through the air and lands in the werewolf's chest. It REELS back in pain, then COLLAPSES just inches from Willow.

Willow remains frozen, the gun still raised.

WILLOW
(disbelieving)
I shot Oz…

GILES
You saved us.

He gently takes the gun from her hands and helps her up as Cain comes over to them, making no effort to hide his disgust.

CAIN
No wonder this town is overrun with
monsters. No one here's man enough
to kill 'em.

BUFFY (O.C.)
I wouldn't be so sure about that.

REVEAL Buffy is holding Cain's rifle. She GLARES at Cain as they stand off for a beat.

BUFFY
You know, Mr. Cain, I've been sick
of you since the moment before I met
you. And I've been waiting for just the
right opportunity to take you on. But
then I realized: a big, strong man
versus a girl like me?

Buffy uses all of her strength to BEND the rifle barrel very slightly.

BUFFY (cont'd)
Wouldn't be a fair fight.

She TOSSES the now useless rifle at Cain.

BUFFY (cont'd)
How about you let the door hit you in
the ass on the way out of town.

Cain regards her for a beat, sizing her up. He starts to say something, then thinks better of it. Instead, he shakes his head and WALKS OFF.

And he's GONE.

Buffy sees that Willow has knelt down to the werewolf.

BUFFY (cont'd)
Willow?

WILLOW
(to Giles)
Is he going to be all right?

GILES
He'll be a little sore in the morning,
but he'll be Oz.

Willow smiles, unsure.

DISSOLVE TO:

INT. SCHOOL HALL/LOUNGE - THE NEXT MORNING

Buffy and Xander walk together, mid-conversation.

XANDER
This is all so weird. I mean, how are
we supposed to act when we see him?

BUFFY
I'm sure it's weird for him, too, now that
we know so much.

XANDER
I know I'll never be able to look at him
the same way again.

BUFFY
Hey, he's still a human being. Most of
the time.

Xander stops.

XANDER
Who are we talking about?

BUFFY
Oz. Who are you talking about?

Xander sees Larry walking towards them.

XANDER
No one.

Larry passes a couple of Larryettes, who KNOCK some books out of a GIRL'S arms. They leer at her as she bends to get them.

Larry stops-

LARRY
Let me get those.

--and picks them up for her. He hands the books to the girl and moves over to Xander and Buffy.

LARRY (cont'd)
Hey, Xander, about what you did?
I owe you.

BUFFY
(to Xander)
What did you do?

XANDER
It really was nothing. That we
should be talking about. Ever.

LARRY
I know. It's just, well…

Larry puts his hand on Xander's shoulder. Xander reacts uncomfortably.

LARRY (cont'd)
Thanks.

He moves off. Buffy watches him go.

BUFFY
That was weird.

XANDER
What? It's not okay for one guy to like
another guy just because he happened to
be in the locker room when absolutely
nothing happened and I thought I told
you not to push!

BUFFY
All I mean was he didn't try to look
up my dress.

XANDER
(covering)
Oh, yeah. That was the weirdness.

BUFFY
Weirdness abounds lately. Maybe it's
the moon. It does stuff to people.

XANDER
I've heard that.

They look down the hallway and see Willow going outside.

BUFFY
And it's sure going to put a strain on
Willow and Oz's relationship.

XANDER
What relationship? What kind of life
could they possibly have? You're talking
obedience school, paper training. Oz
would be burying all their stuff in the
backyard. And that kind of breed can
turn on its owner.

BUFFY
I don't know. I see Oz as the loyal type.

XANDER
I'm just saying, she's not safe with him.
If it was up to me-

BUFFY
Xander?

EXT. SCHOOL - DAY

ANGLE: WILLOW

As she reaches Oz, who is sitting on a bench.

BUFFY (O.C.)
It's not up to you.

Willow stands in front of Oz for a moment.

WILLOW
Hey.

OZ
Hey.

An awkward beat. Then:

WILLOW
Did you want to go first?

OZ
I spoke to Giles. He said I'll be okay,
I'll just have to lock myself up around
the full moon. Only he used more
words than that. And a globe.

Oz gets up and they start to walk together.

WILLOW
I'm sorry about how all this ended up.
With me shooting you, and all.

OZ
That's okay. I'm sorry I almost ate you.

WILLOW
That's okay.

A beat as they walk on.

WILLOW (cont'd)
I kind of expected you would have
told me.

OZ
I didn't know what to say. It's not every
day you find out you're a werewolf.
That's fairly freaksome. May take a
couple days getting used to.

WILLOW
Yeah. It's a complication.

OZ
So I guess, maybe, it'd be best if I just
sort of…

WILLOW
What?

OZ
You know, stayed out of your way
for a while.

WILLOW
I don't know. I'm kind of okay with you
being in my way.

OZ
(taking this in)
You mean… you'd still…

WILLOW
Well, I like you. You're nice, and you're
funny and you don't smoke, and okay,
werewolf but that's not all the time. I
mean, three days out of the month I'm
not much fun to be around, either.

A beat, as he smiles at her.

OZ
You are quite the human.

WILLOW
So I'd still if you'd still.

OZ
I'd still. I'd very still.

WILLOW
Okay.

Willow moves in front of Oz. He stops.

WILLOW (cont'd)
No biting, though.

OZ
Agreed.

She moves off, leaving Oz to consider this.

Willow comes back, KISSES him. Then goes off without a word. Oz watches her go, stunned.

OZ (cont'd)
(to himself)
A werewolf in love…

BLACK OUT.

END OF SHOW