(January 12, 2000)
Written by: Marti Noxon
INT. GILES' APARTMENT - DAY
Picks up not long after the (next to) last scene of Episode 13 ended. Buffy, Giles, Xander, Willow, Spike, and Anya are discussing Buffy's announcement that Sunnydale's no longer safe for any of them.
...so Maggie sends me down into
the sewers with one of those
blasto guns. Next thing I know,
it's raining monsters.
(off their looks)
What? She was asking for it.
And this gate slams down behind
me... and I try to use the gun,
but it goes, pffft!
You're saying Maggie set you up?
That's what I'm saying. She sent
me on a one-way recon.
The gang absorbs the fact that Maggie is of the bad. Then -
Got to hand it to you, Goldilocks,
you have bleedin' tragic taste
in men. I have a cousin, married
a regurgitating Frovlax demon, has
better instincts than you.
What does my taste in men have to
do with this?
You think Riley was off knitting
booties for your future offspring
while Maggie was stringing you up?
The others look on guiltily. They'd had the same thought. But this stops Buffy. She hadn't considered it.
Riley? You think that he had
something to do with this?
Probably not. But we'd be remiss
if we didn't think through all the
I - no... I mean, no. Maggie
made sure he was nowhere around
when she handed out the very
special "make Buffy dead"
Plus, Riley - he seems like he
wouldn't tell a white lie, let
alone a whole lot of big, fat
That's why they call them "secret"
forces, Will. 'Cause they kind of
keep the whole lying thing to
(back on topic)
All I know is that Maggie has it
in for me. And that means The
Initiative has it in for me.
Scary, on so many levels.
Right. I'm guessing the mad
scientist isn't too keen on the
fact that the entire Scooby Gang
knows The Initiative is up to no
Getting us back to the "not safe
for any of us" concept.
I still don't understand, Buffy.
What happened that would make
Maggie want to kill you?
I don't know. She didn't dig the
fact that I was asking a lot of
questions, that's for sure.
So - you were getting too close to
Clearly. I can only imagine what she
was so desperate to hide.
EXT. WOODS - DAY
A quiet, misty clearing in the woods. Then, in the middle of it, a steel door SLAMS OPEN, violently displacing the dirt and grass that covered it. Out of this secret opening appears ADAM, Maggie's experiment and killer, who crawls out and gains his feet awkwardly.
He lumbers forward - taking in the world around him with rapt fascination.
Then he moves into the woods, which is shrouded in a low-hanging fog, until he disappears into the distance...
INT. GILES' APARTMENT - DAY
Buffy is gathering weapons from Giles' cabinet.
Everybody grab a weapon. We've
got to move.
(pumping himself up)
And storm the Initiative? Yeah...
Let's take on those suckers!
I was more thinking that we'd hide.
Oh thank god.
We need to relocate to someplace
we're less likely to be found.
Come up with a plan.
We could go to my house.
(shakes her head)
The Initiative guys know how close
we are. They'll automatically
check the places you hang out.
Xander - what about your basement?
The guys haven't seen us together
much. And your basement's big
Plus - mirror ball.
Cool. Come on down and boogie at
Yes. Come boogie.
Absolutely not. I will not squat
in that dank little hole.
What? It was good enough for me,
but you're above it all?
Precisely. Besides, I don't see
why we can't stay right where we
are. I doubt very much that those
Initiative boys are going to come
around here looking for --
As if in answer, Riley enters.
Buffy sees him and they move together, extremely relieved and glad to see each other. Any doubts or questions they have are clearly overshadowed by their need for each other.
God, Buffy. Are you okay? What
I know something went down. Tell me.
Maggie - she tried to kill me
Riley tries to process this. It's difficult. As he does:
It didn't work, but they're all
Okay. Listen. I need you to go over
everything. Step by step. There must
be some kind of mistake -
There's no mistake. And how do
you know something happened?
Where were you?
Riley's spinning, trying to piece it all together.
I was on a mission, but I came
back and... I - I'm not sure.
Let's just, keep our heads. Not
jump to any -
But he stops, his attention drawn across the room.
Buffy follows his gaze. Sees that he's looking at SPIKE, who has also tensed.
That's Hostile 17.
(bad American accent)
No, I'm just a friend of Xander's...
Bugger it. I'm your guy.
Riley pushes back from Buffy. Even more confused.
That's - his name is Spike. It's
a... really long story. But he's
not bad anymore.
Hey! What am I? A bleedin'
broken record? I'm bad.
It's just, I can't bite anymore,
thanks to you wankers.
We've been looking all over the
place and you've known where he
was all along?
It's not like that.
Then what is it like? What's he
(heads for the door)
Leaving you swabs to your
dramatics, thanks. Got my stories
on the telly for that.
By the by, if you are trying to
kill her --
He gives Riley TWO THUMBS UP, bails.
Buffy - what is this? You're hiding
Xander, fuming now, stands - gets in Riley's face a little.
Maybe you should back off and let
her ask the questions, Jack. Your
boss just tried to make monster
food out of her.
Riley stops, realizes that everyone, save Buffy, is looking at him a little accusingly.
I didn't see much. I wasn't there...
All I know is, Professor Walsh
told me you were dead. But then
I saw you on the monitors...
Riley's clearly starting to flood. This is all too much to digest at once.
This isn't Professor Walsh. There
must be something making her act
this way. Something, I don't
know, controlling her...
And it keeps coming, too fast -
We think Buffy was becoming too
inquisitive. That she may have
been getting close to something
Dr. Walsh was trying to hide. Any
idea what that might be?
What about 314? Maybe that's it -
Maybe she was trying to test you?
What if it was only a drill -
Then why did she tell you I was
dead? Riley - this was no test -
I've heard rumors. That The
Initiative isn't what we've been
told. That, secretly, they are
working toward some darker
purpose... Something that might
harm us all -
No. That's - that's not what
She reaches for him, but he pulls back - reeling.
You have no right... I mean, I
think I would know if...
Nobody's sure of anything yet.
We're just trying to sort it out -
Riley starts to head for the door.
I - I can't be here. I'll sort it out on
No. Just - I'm sorry.
And he goes.
Looking after him, also feeing confused and lost.
EXT. WOODS - DUSK
Adam comes to the edge of the woods - sees a house in a clearing and a BOY (7 or 8) playing with his toys in the back yard. (We should note that he's playing with a cyborg type action figure that isn't entirely unlike Adam himself.)
Adam, intrigued with this small person, moves closer. The boy looks up - sees Adam. Adam draws back, afraid the kid's going to scream. But the boy doesn't - instead he drops his toy, comes forward, as interested in Adam as Adam is in him. A beat - then Adam speaks.
What am I?
You're a monster.
(takes this in)
I thought so...
What are you?
Me? I'm a boy.
How do you work?
I don't know. I just do.
Then the boy notices Adam's arm with the skewer in it. Is even more interested.
What's this for?
Adam considers telling him. Or showing him.
OFF THE KID
His innocent face staring up at Adam.
EXT. CAMPUS - NIGHT
It's late and the campus is fairly deserted. Riley walks alone, thinking. Trying to puzzle out what happened with Maggie and Buff. Trying to figure out what he's going to do...
INT. INITIATIVE - ROOM 314 - NIGHT
Dr. Angleman enters the darkened room. He tries to turn on the light, but nothing happens when he flicks the switch.
Nothing. He moves deeper into the room. Alarmed, he sees that ADAM has escaped his restraints and is not on the table. Then he looks to a far wall, sees that a security panel has been ripped off the wall and a number of electrical wires hang torn from it.
Again. Nothing. Terrified, he starts to back out of the room - but SLIPS and falls on the floor.
CLOSE ON ANGLEMAN
As he sees that he's slipped in BLOOD.
Oh, God -
He scrambles desperately to get back to his feet. That's when he sees -
Maggie's dead body lying face down (double anyone?) on the ground. She's been brutally skewered through the back.
BACK ON ANGLEMAN
INT. XANDER'S BASEMENT - NEXT DAY
Morning breaks, and our gang has spent a restless night in Xander's basement. We sees that the room has been DIVIDED BY A BLANKET THAT HANGS ON A ROPE into a section for the boys and a section for the girls (a la' "It Happened One Night")
On the boy's side we see Giles, looking intensely uncomfortable. He's clearly slept with a blanket on a plastic blow-up chair. On the Girl's side, we see Buffy, Anya, and Willow, still under the covers on Xander's bed - watching A ROADRUNNER CARTOON (a wonderful WARNER BROTHER'S cartoon!) Buffy, worried and distracted, is clearly not enjoying the animated diversion.
The Roadrunner DROPS AN ANVIL ON THE COYOTE from about 10,000 feet. Coyote turns into an accordion guy, walks away.
BACK ON BUFFY AND THE GANG
(in all seriousness)
That would never happen.
Well, no, Buff. That's why they
call them cartoons and not
Giles' head pops up from the other side of the blanket.
Must we have the noise? My head
Willow sighs - turns the TV off.
Look who's a cranky bear in the
Yes. Can't imagine why I didn't
sleep well in my beachball.
Every time you moved you made
squeaky noises. It was irritating.
Really? I'm surprised you could
hear it over your Wagnerian
Buffy, upset by the arguing, interrupts.
Could we - not? Everything's
screwed up enough without you two
doing scenes from my parents' marriage.
Anya and Giles quiet, somewhat chastised.
It'll be okay. Riley's just confused,
I don't know. Seems like things
could get heavier. I mean, his
world's falling apart.
And after you went through all that
stuff with Angel...
You should get a boring boyfriend,
But you can't have Xander.
That was the idea. Riley was
supposed to be Mr. Joe Guy. We
were supposed to do dumb stuff -
like hold hands through the daisies
going, "tra, la, la..."
Poor Buffy. Your life resists all
So dump him. But you can't have
I'll try to remember that. Anyway,
it's too late. I'm already at the "I hurt
when he hurts, I smile when he smiles" stage.
I hate that part.
Then a look of determination crosses Buffy's features.
So - I just have to make it work.
I bet you will.
No. No bet. I will make it work.
This came out a tad more strident than she planned.
Now XANDER comes down the stairs with a tray full of breakfast-y items. He speaks urgently -
Turn on the TV. Now.
Willow turns it back on. Xander puts the tray down.
CLOSE ON TELEVISION
Where a news reporter stands at a crime scene. THE WOODS NEAR THE BOY'S HOUSE.
... Sunnydale is still reeling from
news of the crime. A source in
the Coroner's Office tells us that
the boy was stabbed by what looks
like some kind of large skewer,
and his body was then mutilated.
Police have not named a suspect,
and the killer is still at large...
BACK ON GANG
As Xander turns the television off again. The mood in the room is grim.
The Polgara demon had a skewer in
his arm. That was the one Maggie
specifically wanted us to bring
She must have set it after you.
But it got distracted. Oh, God . . .
Buffy. It's not your fault. How
could you know?
She's right. You mustn't blame
PUSH IN ON BUFFY
As she climbs off the bed, in battle mode. It's classic General Buffy waging war against evil...
I'm not going to. I'm going to
the crime scene and see what I can
find out. You guys research the
Polgara demon - I want to know
where it is. And when I find
it - I'm going to make him pay for
taking that kid's life. I'll make
him die in ways he can't even imagine.
A beat. Then Buffy looks down at herself. Falters.
WIDEN ON BUFFY
As she looks at her outfit. She's wearing snuggly, adorable TEDDY BEAR PAJAMAS.
That... probably would have
sounded more commanding if I
wasn't wearing my Yummy Sushi
INT. LOWELL HOUSE - DAY
Riley is heading for his room, looking bleary-eyed. Forrest intercepts him.
Hey - where you been all night?
(off his silence)
Well, congratulations. I see you
and Buffy have finally gotten past
the shy phase.
I wasn't with Buffy. I needed to
be alone. Think things through.
Riley considers his answer carefully. Looks down the busy hall. Opens his room door and gestures for Forrest to enter.
INT. RILEY'S ROOM - DAY
This is mighty ominous. What's
Riley closes his door - turns to him.
Professor Walsh tried to have
Did Buffy tell you that? I mean,
do you have any proof?
I saw enough to know it's true.
Forrest doesn't know what to make of this. Then -
I don't get it. Why?
Buffy thinks that she was getting
too close to something. That
Professor Walsh has some secret -
I wouldn't put it past Buffy to
get on Professor Walsh's bad side.
She tends to put her nose where it
Riley is totally taken aback by Forrest's attitude. This is not what he was expecting.
She's a pain, always wanting to
know why this, and why that -
And you're saying she should die
because of that?
I don't know. Maybe Professor
Walsh found out that Buffy was up
to something bad. That ever cross
Why does it bug you so much that
I'm hanging with her? Is it
'cause she's a better soldier
Forrest also starts to burn.
It bugs me that she's using you to
infiltrate our operation.
You're saying she's a spy or
something? You're crazy.
Riley, think about it! The
Professor's not stupid. If she
tried to kill Buffy - maybe Buffy
Riley, appalled, barely has time to react before a knock announces GRAHAM, who steps inside. He looks stricken.
Not now, private.
They look and see Graham's obvious upset. Stop.
What is it?
Professor Walsh is dead.
OFF RILEY AND FORREST
Completely blown away.
END OF ACT ONE
INT. INITIATIVE - ROOM 314- DAY
Riley pushes his way through a crowd that is gathered around the door to room 314. Arrives and reacts to what he sees -
The room is now cordoned off as a military crime scene. Maggie's lifeless - face down - body splayed on the floor. It looks as if she has been skewered (or staked) through the back by something.
BACK ON RILEY
Who takes this in, uncomprehending, as Forrest comes up behind him. Forrest gets one look at Maggie's wound, and his look of disbelief hardens into rage.
Look at that wound. She's been
staked, wouldn't you say brother?
Only one person I can think of who
could do something like that.
You better not be saying what I
think you're saying. We don't
know a person did this. A Polgara
demon has -
No way, man. That's your girlfriend's M.O.
Riley grabs Forrest hard by his jacket, yanks him close.
Serious accusation. You better be
ready to deal with the
Forrest PUSHES Riley off him. Hard.
Bring 'em on. That supernatural
freak is blinding you and I'm sick of it!
That's enough -
Riley barrels back at him, ready to trade blows. But they are stopped as DR. ANGLEMAN steps between them.
Stand back, men. Show some respect.
They manage to restrain themselves. Although it's clearly a struggle and they continue to stare each other down. (Also, from this point on - it should be noted that, occasionally, Riley scratches his right hand. It's not a big deal. No C.U.'s... Just, a small tic.)
Listen. Everybody's upset. But
arguing isn't going to help
anything - and it's certainly not
what Professor Walsh would want.
He waits for a response from Forrest and Riley.
Alright, good. Now, Washington is
sending in a team to do an
internal investigation. I've been
told we have to wait for
What do you mean - wait? This has
to be the work of the Polgara
demon we captured last week -
Probably. It looks like, last night,
the Polgara escaped through
It's out loose somewhere?
I'm afraid so.
Then we have to go after it.
My orders from Washington are for
a total lock-down until they
arrive. I'm sorry.
Now return to your quarters.
There's nothing you can do here.
Angeleman moves off. Riley watches him until he is well out of ear shot, seething. Then he turns to Graham and the other assembled men.
Listen. Angelman can talk all he
wants - but I'm still in charge
until the brass gets here and tells
me otherwise. And I say
we've got a demon to hunt.
Now suit up for armed patrol. And
by that I mean loaded guns, men.
Target practice is over - we're
going for blood.
The others follow his orders without hesitation. All except Forrest, who remains behind - glaring at Riley. Then, slowly, he moves off to join the rest of the men.
His expression set with dark rage.
EXT. WOODS - DAY
Buffy stands at the scene where the boy was killed. Two medical examiners roll a stretcher with a small covered body past her. Buffy watches, pained. She walks the circumference of the crime scene and bends to look at some footprints when she spots RILEY arriving. Glad to see him, wanting to make things right, she moves to him.
Look - I'm sorry about earlier.
I know everyone came on pretty
strong, and the Spike thing - it
isn't as totally tweaked as it looks.
(off his silence)
Okay - maybe it is - but there's an
explanation that almost makes sense...
Riley's face is hard. Cold. He's barely looking at her.
Hello? I'm apologizing here. And
I think that's pretty big of me
considering I'm the one who almost
got made a demon sandwich. This
is the part where you throw me a
Buffy takes this in, stunned by the news.
You happy now?
Now she's appalled by Riley's coldness. A horrible beat, then -
Happy? How can you say that? Of
course I'm not. What happened?
Who killed her?
Classified? Riley -
(holding it together)
The Polgara. It got her - then it escaped.
(nothing from him)
Riley finally nods. Buffy can't contain her hurt at his behavior.
I'm going to find it. I'll find it and
destroy it. Then you'll stop asking
how "happy" all this death makes me.
She turns and walks away. Once she does, Riley's facade cracks and it's clear that he's conflicted - feels bad about hurting her.
INT. TARA'S ROOM - DAY
Tara responds to a knock at the door. It's Willow. Tara reacts with happy surprise.
I just got your message a minute
ago - I was in class. But I was
about to call you.
Tara stands back, welcomes Willow in.
I had so much fun the other night.
Yeah, that was nice.
I hope you don't think I just come
over for the spells and
everything. I mean, I really like
just talking and hanging out with
you and stuff.
I know that.
But you want to do a spell.
Yeah. But only because it's really
important. There's this -
You don't have to explain. I don't
I've been thinking about that last
spell we did all day.
You have? Oh.
This one should be fun too. We
conjure the Goddess Thespia to
help us locate the demonic energy
in the area. Shouldn't be too tricky.
Tara looks a little uncertain at this.
The Goddess Thespia? Are you sure
we're ready for that?
You and me? This is beneath us.
Tara takes this in. Finally smiles.
Okay. If you say so.
EXT. GRAVEYARD - DAY
A squad of Initiative guys sweeps the graveyard, heading into various crypts two at a time. Forrest and Graham, itching for the kill, are among them. They enter a crypt.
INT. CRYPT - DAY
Forrest and Graham look around the crypt. To their surprise it's lit with candles and sparsely furnished with an old arm chair, a rickety TV tray and a television that's hooked up to its own little generator.
What do you think? A homeless guy?
Could be. Or a squatter of the
But not the Polgara.
Who cares. I see a demon, it dies.
Graham feels the top of the TV.
Forrest NODS to the sarcophagus that dominates the room. They drag the lid off it.
CLOSE ON INTERIOR OF SARCOPHAGUS
Nothing but a female skeleton in a Victorian dress inside. They turn away from the sarcophagus.
As he says it a frustrated Forrest shatters the TV screen with the butt of his gun.
They exit. A long moment passes, then -
CLOSE ON INTERIOR OF SARCOPHAGUS
Where we see SPIKE emerge from under the poofy skirts of the victorian dress the corpse wears (he's turned so that his feet are under her head, and his head lies under his legs...) He pulls himself out of the sarcophagus, looking a little shaken. That was a close call.
INT. WILLY'S BAR - DAY
The dingy bar looks a little different than the last time we saw it. The place is still a hole - but there have been small attempts at improvements; a green neon sign on one wall reads WILLY'S PLACE, a snazzy pinball machine sits in one corner. The bar is doing fair business - a gnarled demon sits huddled at a back table. A vampire sits with another demon at the bar...
Then there are a few low-life humans mixed into the bunch. Everybody pretty much minding their own business. BUFFY enters, finds Willy behind the bar. He's understandably less than happy to see her.
He gestures for her to move with him to a dark end of the bar - away from the customers. He glances around nervously.
Aw man. You're killing me here.
I missed you too. Joint's jumping.
Yeah, you know... I'm making some
changes with my life. Getting
away from my old image.
What, you mean, as a double
Uh huh. I know you're gonna think
I'm blowing smoke - but after
those apocalypse demons nearly did
me in, I had an experience of the
spiritual variety -
Buffy doesn't have any time for this nonsense.
That's swell, really, but I still
need to know if you've heard
anything about a Polgara demon
doing some killing over the last
See - that's the thing. I don't
talk behind people's backs no more.
(indicates the sign)
And I'm trying to give the joint
some class. It's Willy's "place"
now, see? Brings in a better
Buffy glances around the room a little dubiously.
And I got a deep fryer. These
demons just go crazy for chicken
If they see me dealing with you -
then I'm just the same old Willy,
working both sides of the street.
Buffy's just about had it. Threatens -
I'm going to have to punch you,
Just once, and it don't have to hurt -
just make it look good.
Buffy hauls back, but before she hits him - Willy YELLS with pain -
Not yet. I didn't touch you -
Okay, sorry, sorry. Go again.
No! I can't talk to -
Buffy HITS him in the face. He cries out for real this time. Takes a long beat while he recovers. Buffy's all business.
The Polgara. What do you know?
(still in pain)
Heard there was one around a week
or two back. Word was you got
him, you and those army guys.
And that was the last you heard.
Yeah. Far as I know he's been off
Buffy takes this in. Then -
What about those "army" guys?
What's the talk about them?
Anybody mentioned something called
I've heard stuff. Mostly stories,
Willy stops, tenses. Buffy follows his gaze and, much to her surprise, sees that RILEY has stepped into the bar. Again, his expression is dark, intense. He's also looking a little ill, sweaty, pale, and continues to, absentmindedly, scratch at his right hand. Buffy, angry that he followed her, moves to him and speaks before he has a chance.
What are you doing? Following me?
You told me you were tracking the
Polgara demon. I was going to help you.
But now I see you're not hunting
demons - you're socializing with
them. Again. I thought you were
supposed to be killing these guys,
not buying them drinks.
At that the place goes pretty much silent. A number of demons turn to look at the slayer and her heavily armed friends. Naturally, they react with some anxiety.
Smooth, Officer Riley. They teach
you those undercover moves in
I'm serious, Buffy. What are you
Willy pipes up nervously, trying to help.
Just cooling her dogs like the rest of
us. Now why don't you relax -
I want you to tell me. Who are
No kidding, let me get you some
chicken fingers on the house -
Hey. Think you could shut up?
I'm just saying -
I said shut up. Or maybe you'd
like to go back to the lab with me.
I'm sure the coats would love to
classify a - whatever you are.
Leave him. He's human -
Riley, you're shaking -
Riley ignores this - stays focused on Willy.
So - he's human. He just harbors
demons.. Which makes him a good
guy like you?
Now he grabs Buffy, pulls her close. Burning -
The truth, Buffy. Now.
Buffy also hardens. She doesn't put up with this crap. Not from anybody.
You have the truth. You're just
too screwed up to see it now
because of what happened to
Professor Walsh. Now let me go -
But she can see that Riley isn't listening. His focus has shifted to a LADY who is trying to sneak out of the bar. This seems to be the straw for Riley. He loses it.
Hold it - you!
He casts Buffy off, grabs the lady. It's clear just from looking at her that she's a drunk, but no demon.
No leaving till I say so, got it?
He holds the pistol to the poor lady's head. A tense moment - everybody's frozen and terrified. Then Willy again tries to intercede.
Hey! We got new rules in here, no killing -
But Riley keeps the pistol to the lady's head.
Right. Except - it seems like the
rules don't apply much these days,do they?
Like, if I shot you right now, I don't
know if I'd have a corpse on my hands
or one pissed off vampire -
I mean, who do you believe? First
it sounds like lies. Then it sounds
Now the lady squeezes her eyes shut, mutters a prayer... This seems to wake something inside Riley, some kind of reason - he looks over to Buffy and sees her horrified expression.
Anguished, Riley turns back to the terrified lady, raises the gun up - as if going to pistol whip her - then SLAMS it down hard on a BOWL of nuts resting on the bar. The bowl EXPLODES from the impact sending Willy cowering. The lady YELPS and staggers away.
Riley looks at his hands - they're shaking terribly. He turns to Buffy - a look of desperation crossing his features.
What's happening to me?
INT. XANDER'S BASEMENT - NIGHT
CLOSE ON RILEY
Who is sitting on Xander's bed, head in hands. He's sweating and dizzy, shaking like a leaf. Buffy moves to him, gently puts a blanket around his shoulders. He startles at her touch, but then seems to realize that it's her and calms a bit.
Why don't you lie down? You'll be
Riley pulls the blanket around him, but remains sitting. Buffy notices that Riley is scratching at his hand rather vigorously. She looks at his hand, gasps.
CLOSE ON HIS HAND
He's scratched it until it's raw and bloody.
BACK ON BUFFY AND RILEY
Riley. Stop -
I - I can't. It's like... something's
No. You're hurting yourself. Come on -
She removes the scarf she wears on her head, and wraps Riley's hand in it. Looks at him tenderly.
They connect for a moment as Riley nods, responding to her gentle touch. But then his look shifts to one of desperation.
I thought I knew. But I don't... I don't
Shhhh. You're sick. Once you get
some rest -
No. I don't know anything. I don't
know which team I'm on. Who
the bad guys are...
Maybe I'm the bad guy.
Maybe I'm the thing you should kill.
Buffy takes Riley's hands - looks him firmly in the eye.
No. Don't even think that.
Now listen to me. You just need to
get some sleep. Come on, lie down.
After a long beat, he does. Buffy covers him with the blanket, which seems to have little impact on his violent shaking. Buffy sits with him for a beat.
You're going to be okay...
Riley doesn't respond to this, just closes his eyes. Buffy looks at him for a moment, worried. Then she gets up and crosses to the other side of the room, where Xander, Anya and Giles are researching.
How is he?
Buffy has switched into high slayer-mode now. She's ready to kick a little butt to help her boyfriend.
This isn't just grief making him act
this way. Something's affecting him
physically - and it's getting worse.
You think Professor Walsh did
something to him?
I don't know. But I'm ready to
That's going to be tough, what
with Maggie's deadness and all.
She must have kept records
somewhere. About Riley and 314
and all of it. And I doubt she was
the only person at the Initiative who
knew what she was up to.
So what's the plan?
Giles and Anya will keep researching.
Xander, you and I will go in undercover.
(alarmed, to Buffy)
Hey, remember before? No Xander.
Not in a boyfriend-way or a lead-
He's the only one with military
It's not like he was in "the Nam."
He was G.I. Joe for one night.
Xander sees her alarm, moves closer. Moved by her concern.
It's okay, Anya. I've backed Buffy
Can't you find another way to help
these guys, like Xerox the handouts
I'll be careful, promise.
They hug briefly then Buffy and Xander start gathering weapons, military gear, etc.
(back on topic)
How do you plan on getting inside
The Initiative, Buffy? Surely
their security system is almost
I have my clearance. I'm hoping
Maggie never had time to revoke it.
As for the whereabouts of the
Polgara demon, Buffy, I'm afraid
we haven't turned up much. There's
been no report of him since his capture.
Then we'll just have to keep looking.
INT. TARA'S ROOM - NIGHT
Tara and Willow sit on the floor, surrounded by candles. In front of them lies some yarn, which is laid out in the shape of a square and held down by crystals at each of the four corners. Willow uses a mortar and pestle to grind spell ingredients together.
(re: square on floor)
So this square is Sunnydale?
Right. It's like a map. We each
take different parts of the potion -
and when we do the incantation,
we blow it onto the square at the
exact same time.
But how does it work?
That's the cool part. When the potion
mixes and Thespia is called, it
creates a mist over the parts where
the demons are. It even makes
different colors for different breeds.
Willow finishes grinding.
Tara nods - holds out her hand. Willow pours some spell ingredients into it. Then pours the contents of the mortar into her own hand.
Let's do it.
They close their eyes. Concentrate for a beat. Then -
Thespia, we walk in shadow, walk
in blindness. You are the protector
of the night.
Thespia, goddess, ruler of all
darkness - we implore you - open
a window to the world of the
Willow nods the cue to Tara, then blows her spell ingredients onto the map. Tara, however, briefly opens her eyes and looks for a place to stash the ingredients. Finally, she shoves them between her mattresses. Holds her empty hand aloft again, as Willow does.
With your knowledge, may we go in
safety. With your grace, may we
speak of your benevolence.
A beat, then Willow, excited, opens her eyes. Looks at the map. Nothing happened. Her expression falls.
Trying to conceal her guilt.
INT. LOWELL HOUSE - NIGHT
Buffy does the "scientist" look with glasses and her hair up in a neat bun. She also has a white lab coat over her arm, but it's folded so you can't really tell what it is. Xander, in commando gear, covers her as they move cautiously through Lowell house. The place looks pretty empty. They whisper -
Things seem quiet.
Usually are this time of -
They are interrupted by a GUY RUNNING DOWN THE STAIRS, they duck behind them. Go mercifully unnoticed as the guy barrels out the door.
Cautiously, they venture out again. This time they make it all the way to the MIRRORED ENTRANCE TO THE INITIATIVE ELEVATOR. Buffy stops near the mirror. Xander, a little confused, does the same.
Buff, maybe you should check the
Shhh. Just -
She stops as something occurs to her. She violently SHOVES Xander far away from the mirror.
Ow! What was that for?
Sorry. It's just - I'm the only
one who can pass the retinal scan.
The - eeeew! I don't want to see that!
Now Buffy stands in the center of the mirror. Faces it.
Retinal scan, Xander.
In a few seconds we'll find out if
my clearance is still good.
The scan starts. Xander watches nervously.
Or if we're about to die at the hands
of fifty grief-fueled military goons...
A tense moment. Then the elevator opens. Buffy breathes a sigh of relief. But Xander still looks a little uncertain.
Why am I not entirely comforted by
the arrival of the man-sized
Buffy ignores him, stepping in. Xander follows. The elevator doors close.
INT. INITIATIVE - NIGHT
The elevator opens. Xander covers Buffy while they step out. Buffy is now wearing her lab coat, and the scientist look is complete. Xander starts to lead the way, but stops - taking in the enormity of the Initiative operation with amazement.
I totally get it now. Can I have sex
with Riley too?
Buffy just pushes him ahead. They turn a corner into a -
Where they see a pair of guys walking toward them, deep in conversation. They both tense up, not sure what to do.
Quick. Pretend to make out with me.
What? What are you talking about?
Well, I... You know, I just...in the
movies, the guy and the girl have
to hide -
Please. Do you think we could draw
more attention to ourselves?
Xander looks chastised - especially as the approaching guys pass them without giving them a second look.
WE HOLD, while Buffy and Xander move off down the hallway.
This is the Initiative, Xander.
Scientists and military guys don't
make out with each other...
Well, hey. Maybe that's what's
wrong with the world. Ever think
INT. XANDER'S BASEMENT - NIGHT
CLOSE ON RILEY
Who sleeps fitfully on Xander's bed on one side of the dividing curtain, which is closed. We hear -
I totally failed...
And now we go to -
Who, frustrated, talks with Giles and Anya. They sit on the other side of the dividing curtain.
It wasn't even like the spell went
wrong. It just - wouldn't.
Well, if it makes you feel better,
we didn't fare much better here.
Really? Is Riley okay?
He's asleep, finally, but he doesn't
look good... And the research has
been troubling as well. This demon
we're dealing with seems highly
atypical for a Polgara. The child it
killed was mutilated, and there's no
recorded case of a Polgara ever doing
such a thing.
Also - Polgaras have to eat about
every two hours. Factor in the
low I.Q. - and you've got a demon
who's not very low profile.
Over the following, Willow takes off her jacket, moves to the curtain...
So - how has he been hiding in
Sunnydale for the last two days
without anybody seeing him?
Willow pulls the curtain aside. JUMP (as should we) when she sees RILEY standing there. Still very ill, he appears shaky and pale - and a tad demented.
Oh! God, you -
It's clear from the look in his eyes and his tone, that he's back in the angry place.
She went out. Can I get you
Riley moves back to the edge of the bed, starts putting his shoes on.
Just tell me where she is.
You're not well, Riley. You need
Did she find the Polgara? Is that it?
No. We're still looking, but -
She went to find out what's making
you sick, Riley.
Riley burns at this.
I'm not sick. You're telling me she
went to the Initiative?
She's just trying to help you -
Riley grabs the rest of his stuff. Heads for the door.
She doesn't belong there.
Giles is on the other side of the bed and unable to move fast enough to stop him. Willow, closest to Riley, moves in front of him. Tries to block his route to the stairs.
Riley, listen -
Stand away from the stairs.
No. You're going to get her killed
if you -
But Riley isn't even listening. He roughly PUSHES HER ASIDE and she hits the concrete floor, hard. Cries out. Giles and Anya are at her side now, trying to help. Riley bolts up the stairs and out the door.
INT. INITIATIVE - HALLWAY - NIGHT
Xander still covers Buffy while they move cautiously down a hall. Then they overhear some scientists talking around a corner and stop. It's DR. ANGLEMAN and a colleague.
How many of the men are still out?
The longer they go without their meds -
Everyone's off their schedules
because of the Professor's death.
It's dangerous. I don't want to think
about the damage our guys could do
under the stress of withdrawal,
especially since they won't understand
what's happening to them -
We've located all but a few. The last
ones were in bad shape, but we've
But Finn wasn't one of them, right?
No, but -
Find him. He's the one I care about.
He's too important to the work to lose now.
CLOSE ON BUFFY
Who takes this with concern.
INT. WILLY'S BAR - NIGHT
Again, the joint is pretty busy. SPIKE enters, looking a little worse for the wear. He moves to the bar, slaps a fiver down and addresses Willy.
Double shot of O' Neg, 'keep. An'
make it the good stuff, I don't
want no freakin' orangutan.
Willy moves to pour the drink.
Been a pisser of a day, ain't it?
Those army blokes are on a tear.
Ran me outta my place and all over
Now a HEAVY HAND falls on Spike's shoulder, turns him around.
Yeah, what's that - ?
A HUGE DEMON FIST comes barreling toward him.
INT. INITIATIVE - HALLWAY - NIGHT
Buffy and Xander still watch from behind the safety of the corner as Dr. Angleman and his colleague finish their conversation and go their separate directions.
Then Angleman comes down the hallway. Buffy signals for Xander to move with her as she follows after Angleman, slowly closing the gap between him and them.
Angleman walks down the lengthy hall, then turns and goes down ANOTHER LONG HALLWAY for some distance.
Finally, Angleman uses his passcard to enter a CLASSIFIED AREA, and Buffy and Xander stay close enough behind him that they just manage to get through the door after him.
INT. INITIATIVE - CLASSIFIED DOCUMENTS AREA - NIGHT
Angleman, Buffy, and Xander are now in a large document vault. The first level is all file cabinets and such, while the second level holds the computer data and is accessed by a CATWALK which lines all four walls of the room.
Angleman moves to one of the file cabinets, but before he gets there, Buffy grabs him, throws him against the wall. Xander watches for intruders.
You know, I don't generally like to kill
humans - but I've learned it pays to be
flexible in life.
I was wondering when you'd turn up.
Oh - darn - so this wasn't a surprise.
I want you to tell me what you did to
Riley. And after that, we can take a
tour of room 314.
Somebody's coming, you know. I'm
sure they've already seen you on
the security monitors -
Now we hear RILEY, as he steps in from another entrance.
Monitors are non-functional at this time, sir.
(stares hard at Buffy)
Went down about ten minutes ago.
What? I didn't -
Thank God for small favors and
worry about the details later, huh
Finn. Take this girl to the stockade,
Riley - he can tell us what we need
Riley doesn't acknowledge her - but he also doesn't move to stop her. Angleman becomes visibly more terrified as he realizes that he has to fend for himself here.
Maggie wanted me dead, didn't she?
But understand, the Initiative has no
interest in eliminating the slayer. It
was her own vendetta -
Why? Spell it out for me. I feel an
attack of dumb blonde coming on.
I don't know -
(tightening her grip)
It was the -- project.
It - it escaped -
But Riley has gotten upset again. Can't tolerate this description of Maggie.
That's enough. You're making her
sound like some psychopath. She
wasn't like that. She was a
brilliant woman -
She was. It's not -
All she was trying to do was help
people - and this is how you want
them to remember her?
Riley. Listen - I heard Angleman
say that she was feeding you drugs -
Riley gets in her face.
No! You're doing this to me, aren't
you? This all started because of you.
If you'll just listen. All I'm trying to
do is help you get to the truth -
You want truth? Then tell me!
What did you do to her, Buffy?!
Stop it! I didn't do anything!
Riley moves to grab her again but she BLOCKS him and HITS HIM ONCE, he staggers back - but doesn't fall. He's starting to come back at her, but Buffy backs away - not wanting this fight.
Riley - stop. This is not about us.
Everything we need to know is here.
We just have to find out what was
in 314 -
Before she can finish - the HIDEOUSLY SKEWERED BODY OF A MILITARY M.P. LANDS IN THEIR PATH FROM THE CATWALK ABOVE. Everybody looks up - stunned. Sees ADAM standing there, looking down at them.
INT. INITIATIVE - CLASSIFIED DOCUMENT AREA
Buffy, Riley, Angleman and Xander look up at Adam, who paces on the cat walk above them. Adam speaks with the care and deliberateness of someone who is just learning the language.
I've been thinking... About the world.
I wanted to see it. Learn it. I saw the
inside of that boy, and it was
beautiful, but it didn't tell me about
the world. It just made me feel. So
now I want to know about me. Why
I feel. What I am.
Adam STEPS off the catwalk, lands easily in front of them. Riley, Buffy and the others react with stunned silence - both to his leap and his frightening, pieced-together appearance.
Now Adam reaches into a pocket in his vest and takes a FLOPPY DISK out of it that reads "ADAM"
So I came home.
He slips it into a HARD DRIVE in his chest. Immediately begins to process information, which he relays to the others.
I am a kinematically redundant,
bio-mechanical demonoid. Designed
by Maggie Walsh. She called me
Adam, and I called her "Mother".
Angleman, alarmed, tries to get control of the situation. Speaks to Adam as firmly as he can through his fear.
Adam. Maggie would want you to
Yes. But I seem to have a design flaw.
In addition to organic material, I'm
equipped with GP2D11 infrared
detectors, 140 MWS, microspec 4000
sensors, a harmonic decelerator
plus DC servo...
Now Buffy notes the ARM OF THE POLGARA which now belongs to ADAM. Gets it.
She pieced you together out of parts
of other demons.
And man. And machine. Which tells
me what I am, but not who I am...
Mother wrote things down. Hard
data, but also her... feelings. That's
how I learned I have... a job here.
And that she loved me.
She wasn't your mother - and she
didn't love you.
Is that really the issue?
She made you because she was a
Adam reaches into his vest again. Pulls out another disk. "FINN". He switches it into his disc drive, starts reading information.
ON BUFFY AND XANDER
Tense, they move to position themselves between Riley and Adam, prepared to act if they have to.
BACK ON RILEY AND ADAM
Stop. Those files -
(cutting him off/interested)
Oh. Mother created you too.
Maggie's not my mother. I have a
mother. A real -
A birth mother. But after you met
Maggie, she was the one who shaped
your basic operating system. She
taught you how to think, how to
feel. She fed you chemicals to make
you stronger, your mind and body...
She said that you and I were her
favorite children, her art. That
makes us brothers... family.
Unable to hear any more, Riley moves forward, menacing. Buffy and Xander tense, ready to intervene.
No. I am not like you.
But Adam is completely unthreatened. Instead he looks at Riley, fascinated. Moves closer, studies the expression on his face.
That's pain, isn't it? Why? Because
your feeding schedule, the chemicals,
have been interrupted? Or do you miss
her? Tell me -
(reaching his limit)
I'll kill you.
You won't. You haven't been
I can not be programmed. I'm a man.
Again - Adam pulls out another disk. Says simply -
It's here. The plan she had for us.
What happens. How it ends.
Do you want to hear?
Riley pulls his gun. Aims it straight into Adam's face. Buffy rushes forward, grabs for Riley's arm but Adam smacks the gun out of his hand and knocks Buffy on her ass at the same time.
Riley reaches back and PUNCHES ADAM. This doesn't seem to phase Adam a bit. He simply knocks Riley back with one hand. It looks effortless - but the blow sends Riley flying. Riley lands hard, dazed.
Now Buffy and Xander move in. Xander tries to hit Adam with his gun -- Adam swings it and Xander into a wall. Adam and Buffy go hand to hand. It's clear that his strength is superior to hers. She barely manages to stay on her feet.
Then Adam notices Angleman, who is trying to make his way to the door. Adam casts Buffy off him - and is on Angleman before she can react.
In a flash, Adam's skewer is extended and thrust through Angleman's head.
Now Riley is back on his feet. He catches Adam around the neck from behind with his utility wire. He tightens the wire, cutting off Adam's air supply - but Adam reaches behind him, spins Riley around to face him directly and without expression he SKEWERS RILEY IN THE SIDE, piercing him through.
Fueled by rage, Buffy attacks Adam again and he is forced to let Riley go. Riley falls to the ground hard, in bad shape.
Again, Buffy and Adam go at it. This time, however, Adam is winning from the gate.
He hits Buffy again and again, each blow more brutal than the last. Finally, she falls - landing next to Riley. Adam is moving in for the kill when he's distracted by POUNDING ON THE DOOR. He turns to Buffy.
Thank you. This was interesting.
He leaves off the fight and crawls back up the catwalk. He disappears through the OPEN VENT he came through.
CLOSE ON BUFFY AND RILEY
Spared, but barely. Riley got the worst of it by far. He's clearly suffering. Buffy moves to him, takes his hand.
Riley. Are you -
But the commandos -- with Forrest and Graham -- have entered.
You got a demon in here. It escaped
through that vent.
It's not the Polgara. It kind of looks
like a man -
Right, and you just happened to be
in the neighborhood.
She's telling the truth. I saw it. It
(to the men)
A number of the men, save Graham, Forrest, and a few others, take off after Adam. The strain of speaking seems to have used the last bit of Riley's energy. He's passing out as Buffy lifts him.
He needs a hospital.
Forrest moves forward, looking to Graham to help him. They take Riley out of Buffy's arms, but Buffy continues to grasp his hand.
We'll take it from here.
No. I'm going with him -
It's a military hospital -
Back off. We take care of our own
around here, understand?
Buffy stops as THREE ARMED RIFLES ARE AIMED AT HER. The squad, all but Forrest and Graham, have her in their sights.
He pulls her back. She reluctantly lets go of Riley's hand. Riley stirs, feeling the connection severed. He can barely speak.
Escort her out.
Gun still trained - Graham moves forward, takes Buffy's arm.
Let's go -
Just as Riley is taken out the door, he and Buffy meet eyes - and it's clear that his animosity is gone and he wants to go with her.
No... Buffy -
Buffy can barely stand her ground as Riley's hustled out.
The door seals shut - and he's gone.
EXT. ALLEY OUTSIDE OF WILLY'S - NIGHT
A dark, quiet alley. Then a shaft of light and a burst of noise as a door opens and BODY IS HURLED out onto the alley floor.
CLOSE ON BODY
It's SPIKE. He's been severely beaten. His face is swollen and bloody...
A ROUGH-LOOKING DEMON stands over him.
What did you expect, Spike? A
welcome party? Word's out - you've
been making war on the demon world.
With the slayer. You kill other
demons, and the rest of us don't
hold with that. Still, if I see you
around here again I'll be inclined to
break that code. Do you understand?
Spike nods, painfully. The demon retreats back into the bar, shutting the door as he goes.
CLOSE ON SPIKE
As the light and the noise fade - and he passes out.
EXT. CAMPUS - DAY
Buffy and Willow walk together, talking intently among other students. Buffy's clearly worried, desperate.
...no word from Riley?
Nothing. The Initiative probably
has him locked in a medical ward...
And I can't get near him - not until
I have a better plan than storming
in there and getting us all shot.
Yeah. You might want to work the
kinks out of that one.
What am I going to do? He needs
help - and I'm shut out.
You'll find a way.
But it's not like I can spend all my
energy going after The Initiative
now. Not while Adam's out there.
He's that big a threat?
Buffy remembers, appears shaken as she confesses -
I could barely fight him. It sounded
like Maggie designed him to be the
ultimate warrior. He's smart, and fast...
He gave the commando guys the slip
with no problem.
There's got to be a flaw...
I'd say the part where he's pure evil
and kills randomly was an oversight...
I shouldn't have let them take Riley.
I need to be with him. I need to tell
(not so sure)
I'm sure he's okay.
How can he be? Everything he ever
believed has been taken away, or...
He's all alone, Will. He has nothing
to hold on to...
INT. THE INITIATIVE - DAY
INT. INTITIATIVE - HALLWAY - DAY
A dimly lit hallway in the medical unit, deep in the heart of the complex. Doctors, nurses, etc... pass a ROOM WITH AN ARMED GUARD AT THE DOOR.
INT. INITIATIVE - HOSPITAL ROOM - DAY
A small, dark room. A bed. A chair. It would be overly kind to say it's an unwelcoming place.
CLOSE ON THE BED
Where RILEY HUDDLES. He lies on top of the covers in his pants only, his bandaged chest exposed. He is still pale and shivering. Wet from perspiration... He rocks, clutching something tightly in his hands...
Until we can see that it is Buffy's scarf Riley holds. Holds it for dear life.