Villains

Written by: Marti Noxon

Directed by: David Solomon

Teaser

EXT. STREET IN BUFFY'S NEIGHBORHOOD/BUFFY HOUSE - DAY

We are riding alongside an AMBULANCE as it speeds through Buffy's neighborhood. In the best of all worlds - this is ONE CONTINUOUS SHOT as the ambulance pulls up next to BUFFY'S HOUSE and WE FOLLOW the paramedics as they jump out and run toward-

XANDER, who is running toward them, bloodied and panicked, the phone in his hand.

XANDER
She's in the back, This way-

He directs them to the backyard where Buffy is.

PARAMEDIC
She was shot?

XANDER
It's in the chest, I think she may-

PARAMEDIC #2
Accidental?

XANDER
No. No - it was... He was trying to
kill her-

WE CONTINUE WITH THEM AS THEY MOVE INTO THE BACKYARD. The paramedics immediately rush to BUFFY and start working on her. The energy of all of this is rushed and kinetic - a horrible, real world.

OFF XANDER

Helpless.

INT. WILLOW'S ROOM - DAY

Meanwhile, upstairs, unbeknownst to the others, Tara lies dead in a pool of blood. Willow, eyes black, holds Tara as she tries to do a spell - tries to bring Tara back.

WILLOW
Come back. Come back...

Some slight magical energy crackles around Tara - but Tara doesn't respond. She lies as still and lifeless as before. Willow's state shifts, becomes more panicked.

WILLOW (cont'd)
Oh God. no-- Please, please...
Come on, come on... Tara! Come
back, baby...

But, still, there is nothing. Tara lies limp, completely gone. Willow's expression grows more intent - darker. She focuses and, suddenly, mystical energy crackles around them. The air in the room above them darkens and STORM CLOUDS SEEM TO GATHER IN THE ROOM... What was a plea becomes a fierce command, an incantation. Willow raises her hands, drawing the energy into Tara.

WILLOW (cont'd)
By Osiris, I command you! Bring her
back!

EXT. BUFFY'S BACKYARD - DAY

Xander and the paramedics tend to Buffy - who is barely conscious. Buffy's breath comes wet and raspy, as if she is fighting for every ounce of air she can take in... It's a horrible sound.

PARAMEDIC #2
Pulse is 100 and weak. Lung sounds
are wet-

XANDER
What does that mean? Is she going to-

PARAMEDIC
You need to stand back, okay? If you
want us to help her we need some
space.

The paramedics keep working. Xander stands back, trembling and lost.

INT. WILLOW'S ROOM - DAY

It's still big with the magic in here. The clouds Willow manifested in the room crackle with electricity. Willow is still incanting, over Tara.

WILLOW
Hear me! Keeper of darkness-

Now Tara and Willow are enclosed in a swirling burst of light and mystical power - and the room is suddenly filled by the enormous HEAD of an incredibly imposing demon. His voice BOOMS as he looks down on Willow and Tara.

IMPOSING DEMON
Witch! How dare you invoke Osiris in
this task?

Willow, desperate, appeals to the creature.

WILLOW
Please. Please... Bring her back-

IMPOSING DEMON
You may not violate the laws of
natural passing-

WILLOW
How? How is this natural?

IMPOSING DEMON
It is a human death, by human means.

WILLOW
But I-

IMPOSING DEMON
You raised one killed by mystical
forces. This is not the same - she
is taken by natural order. It is
done.

WILLOW
No. There's got to be a way-

IMPOSING DEMON
It is done.

Willow, trembling, screams - and it is horrible, full of rage and pain so deep it has no end...

WILLOW
NO!

The scream unleashes a terrible energy. Suddenly the demon is engulfed in a blaze of white light and heat - HE CRIES OUT IN HORRIBLE AGONY, DYING.

OFF THIS IMAGE - WE GO TO WHITE.

END OF TEASER

Act One

EXT. BUFFY'S HOUSE - DAY

We are in the front yard now. The same real, manic energy continues as Buffy, clinging to life, is wheeled out on a gurney toward the ambulance. Xander is at her side. Paramedic #2 is on his radio.

PARAMEDIC #2
Sunnydale memorial, do you copy? We
have a caucasian female, 21, GSW to
the chest-

Xander holds Buffy's hand... Talks to her, despite the fact that she looks lost, disoriented.

XANDER
Come on, Buff. Hang on. We're going
to get you to the hospital-

Xander stops when he sees WILLOW moving out of the front door. She has Tara's blood all over her white shirt. Her eyes have returned to normal, but she still looks intense - darkly determined. The Paramedics continue on with Buffy, loading her into the ambulance, while Xander hangs back to talk to Willow-

XANDER (cont'd)
Willow. God, are you okay?

WILLOW
(ignoring)
How did this happen?

XANDER
Warren. He had a gun-

WILLOW
Warren?

XANDER
It went down too fast. I couldn't
stop him-

Without another word. Willow starts to walk off.

XANDER (cont'd)
Hey-

But Willow keeps moving. Xander is thrown, watching her walk off in seeming shock.

XANDER (cont'd)
Will?

Then Paramedic #1 calls to Xander-

PARAMEDIC
Sir, we have to go! Are you riding
with us or not?

This jolts Xander back into action. He sprints for the ambulance. Climbs in. They close the doors and the ambulance speeds off.

INT. SUNNYDALE POLICE STATION/JAIL CELL - DAY

We move through the police station to the HOLDING CELL, where ANDREW AND JONATHAN languish amidst a few other detainees.

Jonathan paces near the bars, totally freaked. Andrew looks more relaxed, if a bit bored.

ANDREW
You think they'll let my aunt bring
me my disc man?

JONATHAN
That's what you're worried about?
In-flight entertainment? We're in
jail-

ANDREW
We're in custody. We haven't been
charged yet-

JONATHAN
Thank you, Dragnet.
(hushed)
It doesn't matter what they call
it - they got us, okay? We're going
down.

Jonathan glances at an innocuous guy across the way.

JONATHAN (cont'd)
And that guy's been looking at me.
I think he wants to make me his butt
monkey.

ANDREW
(rolls his eyes)
Don't flatter yourself.
(then)
I heard him talking to the guard.
He's in for parking tickets.

JONATHAN
That doesn't mean anything! The
joint changes you.
(quieter still/scared)
I heard they like the small ones,
with little hands like their
girlfriends-

ANDREW
You have got to chill. This isn't
"Oz" - it's, like, Mayberry.
Besides, Warren is going to find a
way get us out of here-

JONATHAN
(scoffing)
Yeah. I'm sure he'll be breaking us
out of here any minute-

ANDREW
He will. He's just coming up with a
plan. Like in "War Games", remember?
That decoder Matthew Broderick used?

Jonathan forgets himself for a moment.

JONATHAN
Oh, yeah. That was rad. The one he
made from the scissors and tape
recorder?

ANDREW
(musing)
I miss "Ferris" Matthew. "Broadway"
Matthew - I find him cold.

JONATHAN
Really? I-
(stops himself)
Shut up. This is real life and
nobody's coming to get us. Not your
Aunt, who won't even return your one
phone call-

ANDREW
(hurt)
She must be out of town-

JONATHAN
She. Doesn't. Care. And neither
does your partner in crime, Warren-

ANDREW
Don't say that.
(then)
And what do you mean, my partner in
crime? We're in this together-

JONATHAN
What do you mean - what do I mean?
You guys were totally going to fly
off and leave me holding the bag-

ANDREW
We were not!
(lame lie)
I was going to carry you.

JONATHAN
No, you were setting me up, and then
Warren was going to screw you over
too-

Andrew takes this assertion a bit too personally. It's like telling a little kid that Santa Claus is dead.

ANDREW
That is so not true!

JONATHAN
Sure. He's a nice murderer who keeps
his word.

ANDREW
You're wrong. And he is coming for
us. He's out there right now,
devising a brilliant way to get us
out of here.

INT. DEMON BAR - DAY

WARREN makes a big entrance, in a suit and shades. Strides down the bar. Nobody seems to notice him.

This is the same joint where Buffy and Spike came for kitten poker. A demon dive, in a typical late afternoon torpor.

A few demons and vampires huddle in booths, while the rest of the patrons sit at the bar, all intently watching the TV.

Warren finds a place at the bar. Slaps down a c-note.

WARREN
Whiskey, straight up. And get a
round for the house. I'm feeling
expansive.

The bartender just looks at him. Takes his money and moves to pour his drink. Warren looks to the vampire sitting next to him.

WARREN (cont'd)
Hey.
(then)
Bet you don't get a lot of humans in-

The vampire's hand snaps out and grabs Warren by the lapels.

VAMPIRE
(still looking at TV)
I'm watching my program.

Warren replies - more irked than scared at this point. He hasn't played his trump card yet.

WARREN
Wouldn't want to interrupt your 'me'
time. Not even to buy the guy who
killed the slayer a drink?

This gets the vampire's attention - as well as pretty much everyone in the bar. He lets Warren go.

VAMPIRE
What's that?

Warren's full bravado returns - he's king of the hill now, baby, and he milks it.

WARREN
Took her out myself. I've been
heading an organization - the Trio?
I'm sure you've heard of us.

VAMPIRE
Uh - no-

WARREN
Not important. I cut them loose. I
figure, now that Buffy's out of the
picture - things are gonna change
around here. I need a real gang, not
a couple of wannabes.

Now a demon on Warren's other side chimes in, skeptical.

DEMON
And you killed the slayer?

WARREN
With these hands.

DEMON
What are you - a warlock?

WARREN
Funny you mention that. I've
explored all the dark arts -
witchcraft, demonology... You name
it I tried it against the slayer.
But you know what I found really
works?
(off their looks)
Gun.

The others take this in. A small smile creeps across the vampire's face.

VAMPIRE
You killed the slayer with a gun.

WARREN
In her own backyard. Don't under-
estimate science, my friend. Good
old fashioned metal meets propulsion.

Now all the characters at the bar start to chuckle. Warren laughs with them - thinking this is a classic villainous "mwee ha ha..."

DAMON
Oh man. This is gonna be good.

WARREN
The best. This town is ours.

VAMPIRE
Ours, maybe. You are screwed.

DEMON
Metal meets propulsion, yeah. But
you better be a good shot!

Everyone laughs harder - except Warren, whose smile fades.

WARREN
This... isn't the evil laugh of
victory - is it?

VAMPIRE
More like the evil laugh of "you're
a dead man."

WARREN
Okay. What's the joke?

DEMON
It was just on the news. Girl was
shot-

VAMPIRE
(enjoying this)
In her backyard-

DEMON
She survived. She's at the hospital

Warren's expression falls.

DEMON (cont'd)
Heal fast, slayers. Real fast.

The vampire leans close to Warren, who is quickly joining the ranks of the panicked.

VAMPIRE
Yeah. I was gonna eat you myself at
the commercial - but now I think
it'll be more fun to let the slayer
de-gut you.

VAMPIRE (cont'd)
Might want to get a head start, "my
friend." That girl is going to be
coming for you, big time.

INT. MAGIC BOX - DAY

BOOM! The doors of the magic box BLOW OPEN and Willow strides in, out for blood - LIGHT BULBS POPPING AS SHE PASSES. Her eyes are normal, but full of rage.

Anya, who is re-stocking some shelves, reacts.

ANYA
Willow-

WILLOW
Where do you keep the black arts
books?

ANYA
Listen. Something's happened. I
know. But you don't have to-

WILLOW
I need power.

ANYA
But not those books. I can't let
you-

Anya eyes flick to the SECOND LEVEL of the magic shop - the area just above the magazine racks. WILLOW FOLLOWS ANYA'S GAZE. See what she needs. Starts to move. Anya follows-

ANYA (cont'd)
Willow-

Willow doesn't let her come closer. Says in a darkly commanding voice-

WILLOW
Stop.

Suddenly, Anya can't move. She struggles, but it does no good.

Willow stops in front of the library area of the store - and looks to the second level where the most dangerous books are stored.

With a small gesture, THE BOOKS COME FLYING OFF THE SHELVES ON THE SECOND LEVEL AND PILE ON THE TABLE NEAR WILLOW. It happens fast - in an instant. Willow moves to the books and reaches out - putting her hands INSIDE THEM. Her hands seem to melt into the books, merging with them.

Suddenly, the writing from the books seems to scroll up her arms. THROUGH HER BODY AND UNDER HER CLOTHES - EMERGING AGAIN ON HER CHEST, FACE... Finally, the inky writing moves into her HAIR, turning it BLACK. She stiffens and her eyes roll back as she absorbs all the knowledge and power these books contain.

After a long beat, the writing stops coming and Willow REMOVES HER HANDS FROM THE BOOKS. We can see that the pages of the books are BLANK now.

OFF WILLOW

Who turns from she books, her appearance shockingly altered. Her eyes and hair are black as death and energy crackles from her fingertips.

WILLOW (cont'd)
That's better.

OFF ANYA

Taking all this in, freaked. It's Dark Phoenix time.

BLACK OUT.

END OF ACT ONE

Act Two

EXT./INT. - BUFFY'S HOUSE - FOYER - DAY

It is a bit later. Dawn arrives home from school. Finds the front door of the house standing open - and everything strangely quiet...

DAWN
Buffy?

She goes upstairs and we follow her.

INT. BUFFY'S HOUSE - UPSTAIRS HALLWAY/WILLOW'S ROOM - DAY

DAWN
Hey, hello, the door was...

Dawn moves toward Willow's room - where the door stands open. She can just barely see something on the floor inside. Moves toward it. We just see a hint of Tara's head as Dawn pushes the door further open, her voice small-

DAWN (cont'd)
...Tara?

And we GO TO WHITE.

INT. RACK'S OUTER ROOM - DAY

CLOSE ON A DOOR

Which opens, revealing RACK, the hard magic supplier that Willow went to with Amy back in episode ten. He's looking just as cool and creepy as ever.

He glances at the MAGIC JUNKIES who sit up when he enters, strung out and jonesing.

RACK
All right... Who's next...

Now we reveal WARREN, who steps in front of Rack. Looking desperate.

WARREN
I am.

Rack smiles. He likes desperation.

RACK
You're new.

Warren flashes a serious wad of cash.

WARREN
Yeah. And I come baring dead
presidents. Think we can skip the
small talk?

INT. RACK'S ROOM - DAY

Now we're in Rack's inner sanctum. Rack paces, staring at Warren, checking him out. Making him distinctly uncomfortable. Warren, freaked, has little patience for it.

RACK
How'd you find me?

WARREN
I talked to a guy, one of your
regulars. Offered to show me the way
for twenty bucks.

RACK
Should have haggled. Most of my
customers will bring you here for
five.

WARREN
(growing impatient)
Thanks for the tip.
(then)
Look, I'm in a situation here. I
tried to do us all a favor, eliminate
the slayer. But I guess it didn't
take.

RACK
Killing a slayer. That's big
business for a kid.

Warren takes this badly.

WARREN
I'm not a kid-

RACK
(yeah you are)
okay.

WARREN
Had my own guys, the Trio - you've
heard of us-

RACK
Right. What were you, a band or
something?

WARREN
(exasperated)
I thought word traveled in the
underworld. We were evil? Robots
were my thing. You didn't hear about
the freeze ray?

RACK
Sorry. So why don't your guys help you?

WARREN
Look. I thought this was a cash for
service gig, not an interview
process. I need protection. I've
got the slayer after me-

RACK
Slayer's the least of your problems.

WARREN
You're right. Let's talk about my
skin troubles.
(then)
On the scale of problems - I'd say
she ranks!

RACK
If I were you, I'd be worried about
the witch.

WARREN
(thrown)
Witch? Which witch?

RACK
Willow. Slayer's pal. She's the new
power, man - anybody with intuition
can feel it. She's going to blow
this town away - starting with you.

Warren is flushed with new panic.

WARREN
Me? What did I do to her? I mean,
okay, I shot her friend but-

RACK
(darkly)
I feel death.

WARREN
But the slayer's alive. And - and
she heals-

RACK
She may - but somebody's stone cold.
That's why the witch wants your head.
(then)
She can sense your essence right now.
Matter of time before she finds you.

Warren shoves the whole wad of money into Rack's hands.

WARREN
Take it. There's that - and I can
get more. Just give me something.

RACK
Hide or fight?

WARREN
Both. All of it. I've still got a
few tricks up my sleeve, but not
enough. I need a cover - and lots of
fire power.

RACK
I can't guarantee anything. Not this
time. The girl is running on fury.
Never felt anything like it.

WARREN
(terrified)
Thanks for the tip. Nostradamus.
Just load me up, okay?

INT. EMERGENCY ROOM - HALLWAY/OPERATING AREA - DAY

Xander stands by the windows of an emergency room operating facility, looking in. He's completely shell-shocked.

INT. OPERATING AREA - CONT.

On the other side of those doors. A medical team is working frantically to save Buffy, who lies unconscious on the table - hooked up to all the standard machines. It's not going well.

DOCTOR
We've got more bleeding-

NURSE #1
Where?

DOCTOR
Over by her left ventricle-

NURSE #2
BP is down to 80/palp-

DOCTOR
(more intense)
We need to stop that bleeder!

Suddenly, the lights in the room start to flicker.

NURSE #2
BP - it's... I don't know what it's
doing...

We can hear the heart monitor start to go crazy - slowing and speeding up... Now we see that all the electrical monitors in the room are malfunctioning.

NURSE #1
What's happening? It's-

A firm voice stops them.

WILLOW (O.C.)
Leave.

REVEAL WILLOW

She's ever so slightly more pale now and still big with the black eyes and hair (which both stay until further notice). She stands near the doors. Xander moves in behind her, stunned, as the medical personnel put down their instruments.

XANDER
Willow-

Willow ignores him. Just continues her command.

WILLOW
Now.

NOW THE DOCTOR AND TWO NURSES silently file out of the room.

XANDER
Will! What are you doing?! She's
going to die-

WILLOW
No she isn't.

Willow moves to Buffy - focuses... The lights dim and a GLOW OF MYSTICAL ENERGY gathers around them.

XANDER
The magic. It's not right. You
said...

But Willow isn't listening. She's in a trance-like state - concentrating intently on Buffy's chest. A beat - and the BULLET that nearly killed Buffy slowly RISES OUT of her, Buffy's chest wound magically closing after it lifts out. Xander is stunned silent.

Willow contemplates the bullet which HOVERS BEFORE HER. Only a hint of the grief which drives her shows through her grim detachment.

WILLOW
(re: bullet)
It's so small.

After a moment, she covers bullet the with her hand. When she opens her hand, the bullet is gone.

The mystical energy starts to dissipate. A beat. Buffy's eyes flutter open. Xander runs to the table.

XANDER
Buffy!

BUFFY
What happened?

Xander nearly cries with relief.

XANDER
Oh my God... Are you okay?

She sits up, confused. Totally healed.

BUFFY
Sure. How'd I get here?

Xander hugs her - joyful through some tears.

XANDER
You've got to stop doing this. I
mean the dying thing is funny once.
Maybe twice-

Buffy looks to Willow.

BUFFY
Willow?

Willow allows herself the smallest moment of relief.

WILLOW
Buffy. Hey-

But Buffy can see that something is very wrong.

BUFFY
What's wrong?

This snaps Willow back to her mission. She cuts Buffy off.

WILLOW
I'll explain. But we've got to go-

Willow starts to move toward the door. Xander and Buffy scramble to keep up with her.

BUFFY
What? Why?

WILLOW
(darkly)
It's time to find Warren.

INT./EXT. SUNNYDALE BUS STATION - DAY

WARREN, looking apprehensive, stands at the TICKET WINDOW. He speaks to the clerk.

WARREN
This will get me all the way to the
border?

CLERK
You'll have to change to the city
bus. It's all in the folder.

Warren nods and moves away from the window.

WE FOLLOW HIM

As he exits the station and moves out to where the buses are lined up for passengers. He boards one heading to SAN DIEGO.

EXT. HIGHWAY - DAY

Xander's car speeds down a fairly deserted stretch of highway.

INT./EXT. XANDER'S CAR - DAY

The mood here, needless to say, is tense. Xander is behind the wheel. Willow, whose EYES ARE NORMAL NOW, and Buffy share the front seat with him. Willow is completely focused on the road.

WILLOW
Faster-

XANDER
I'm going as fast as I-

Willow now uses her firm, commanding voice.

WILLOW
Faster-

XANDER JUMPS as Willow magically makes the GAS PEDAL HIT THE FLOOR. He didn't touch it.

XANDER
Would you cut that out, Will!? If
you wanted to drive...

Buffy and Xander exchange worried glances.

BUFFY
Willow. We need to stop. I don't
like this-

WILLOW
We're close. I can feel him.

BUFFY
And we'll catch him - and he'll go to
jail. Believe me, I'm finding the
whole getting shot very motivating.
But you're using magic-

WILLOW
If I wasn't, you'd be dead.

BUFFY
Maybe. But this isn't right. It
isn't how I want it-

WILLOW
Sometimes you don't have a choice.

XANDER
I think Buffy gets the tie-breaker on
this one. She was the one on the
ouchy end of that bullet-

BUFFY
(emphatic)
And you do have a choice. This isn't
good for you, Will-

XANDER
You made the decision to stop for a
reason. You promised us. And can I
just ask - what's with the make-over
of the damned? I mean, the hair-

Willow sits up. Alert.

WILLOW
Turn! Go right!

Xander searches the highway. There's no exit.

XANDER
Go - where?

WILLOW
Over there! Go the other way! Now!

Xander looks across a WIDE WASH that divides two highways, each going in a different direction.

XANDER
Will-

WILLOW'S EYES GO BLACK AGAIN.

WILLOW
(commanding voice)
Turn.

XANDER REACTS as the WHEEL MAGICALLY TURNS ITSELF. The car starts OFF-ROADING OVER THE WASH.

Xander, exasperated, simply TAKES HIS HANDS OFF THE WHEEL.

XANDER
Fine! Fine! Puppetmaster wants to
drive? Go right ahead!

EXT. SCRUBBY WASH - DAY

The car bounces across the off-road terrain.

EXT. HIGHWAY - DAY

The car skids to a stop on the edge of the highway. WARREN'S BUS approaches - a distance away but closing fast

INT. XANDER'S CAR - DAY

Willow gets out of the car. Buffy and Xander barely have time to react-

BUFFY
Will! Wait-

EXT. HIGHWAY - DAY

Willow stands in the middle of the highway. The bus getting closer.

She focuses all her energy on the advancing vehicle.

INT. BUS - DAY

The driver of the bus jerks back and the controls start to move on their own. The bus starts to SKID TO A HALT.

EXT. HIGHWAY - DAY

Willow stands her ground as the bus bears down on her. Buffy and Xander are out of the car now and moving toward her.

Without turning to look at them, Willow stops them with-

WILLOW
Stay back.

Buffy and Xander freeze in their tracks. Suddenly unable to go any further.

INT. BUS - DAY

Driver and passengers, including Warren, all react as the bus jerks to a stop...

EXT. HIGHWAY - DAY

The bus finally comes to a full rest about an inch from Willow. But she looks as cool as could be. She stares at the door.

WILLOW
Get out.

A beat. Then the bus doors open. WARREN, confused and apprehensive, gets off. Like the others, he looks like he's acting under Willow's power - no will of his own.

Willow moves to him and grabs him by the neck, lifts him off the ground.

WARREN
Please. Please. I'll do anything-

Willow's expression shifts a little. She starts to SQUEEZE his neck.

ON BUFFY & XANDER

BUFFY
Willow - NO!

WILLOW

Continues to squeeze. Warren's face contorts - the life leaving him. And then he pops a gasket. Kinda literally. A GLASS EYE POPS OUT OF ITS SOCKET AND THE SKIN AROUND THE EYE SAGS, REVEALING SPARKING WIRES AND METAL UNDERNEATH. Warren doesn't even react. He's a BOT. Willow reacts.

WILLOW
It's a robot.

Disgusted, Willow casts him aside.

ON BUFFY AND XANDER

Who are suddenly released from their incapacitation. They move stiffly but they can move. They go to Willow - stare at the WARREN BOT, dumbstruck.

WILLOW (cont'd)
(momentarily thrown)
I could feel his essence. He tricked
me...

A beat. Then Willow recovers. Heads for the car.

WILLOW (cont'd)
We'll find him another way.

BUFFY
(warily)
And then what?

WILLOW
Then we'll kill him.

Buffy and Xander, following, react to this.

XANDER
What?

BUFFY
(warily)
Will. Stop. You need to calm down-

Willow turns on Buffy - her tone hard.

WILLOW
Calm down?

BUFFY
You're angry. I am too. What Warren
did, there's no excuse, but-

WILLOW
He hit Tara.

Buffy and Xander take this in - stunned silent.

WILLOW (cont'd)
When he shot you, he hit her too.
Upstairs. In my room.

BUFFY
Oh my God-

WILLOW
(bitterly)
Guess the last shot was the charm.

XANDER
She's dead?

WILLOW
She's dead. And now he's dead.

Buffy and Xander are floored by this. Devastated. Buffy starts to cry.

BUFFY
No... Oh God, Tara...

XANDER
Christ, Will. Why didn't you say
anything?

WILLOW
I'm busy.

She heads again toward the car. Buffy recovers enough to grab her.

BUFFY
No. Come on, stop-

WILLOW
Don't -

BUFFY
We love you. And Tara. But we don't
kill humans. This isn't the way-

This stops Willow.

WILLOW
How can you say that? Tara is dead.

BUFFY
I know... And I... I can't
believe... anything. Not what
happened - not what you must be going
through.
(then)
But if you do this - Warren destroys
you too.

XANDER
You said it yourself - the magic is
too strong, Will. There's no coming
back from it.

WILLOW
I'm not coming back.

Willow starts to move away. Buffy goes after her, takes her arm again. Wanting to hold her, stop her somehow-

BUFFY
Don't. Please. We'll get through
this together-

WILLOW
We won't. Not your way.

BUFFY
Willow-

WILLOW
No. No more talking.

XANDER
But-

WILLOW
It's done!

A FORCE COMES OFF WILLOW, knocking Buffy and Xander off their feet and dazing them. A beat.

When they look up - Willow's gone. Nowhere to be found.

OFF XANDER AND BUFFY

Stunned and grief-stricken in the middle of a desert highway.

BLACK OUT.

END OF ACT TW0

Act Three

EXT. BUFFY'S HOUSE - NIGHT

Establishing. There are no lights on inside.

INT. BUFFY'S HOUSE FOYER - NIGHT

Xander and Buffy arrive to find that the door is still standing open. They enter cautiously.

BUFFY
Willow?

Nothing. They move further into the house.

BUFFY (cont'd)
Dawn?

Again - nothing.

XANDER
Maybe she went to the hospital to
find you...

BUFFY
I left there hours ago. She'd be
back by now.

INT. BUFFY'S HOUSE - UPSTAIRS HALLWAY - NIGHT

Buffy and Xander move through the hallway, checking rooms and finding them empty.

BUFFY
Dawny?

Buffy swings the door to Willow's room open. Stops.

INT. BUFFY'S HOUSE - WILLOW'S ROOM - NIGHT

Buffy stands in the door, momentarily stunned. On the floor, bathed in blue moonlight, is Tara's body. The blood from her chest spreads black over the carpet.

Buffy looks like she's about to fall apart. But then she sees DAWN, huddled in a far corner - staring at Tara. She's in shock, dead-eyed.

BUFFY
Oh... God.

DAWN
I didn't want to leave her alone.

Buffy holds it together - moves to Dawn.

BUFFY
Dawn...
(nothing/then)
Hey... Let's go downstairs.

Dawn just stares.

BUFFY (cont'd)
Come on, Dawny. Let's go. Be strong
for me, okay?

Something flickers behind Dawn's eyes. She meets Buffy's gaze, manages-

DAWN
I don't understand.

Buffy feels her grief - fights tears.

BUFFY
I know, honey. I don't either.

Dawn starts to cry. Buffy gathers her into her arms, and the girls cling to each other.

Behind them. Xander stands in the doorway, taking in the scene. Silent and pained.

INT. BUFFY'S HOUSE - LIVING ROOM/FOYER - NIGHT

It's later. Buffy and Dawn sit close on the couch. Dawn is wrapped in a throw blanket, and Buffy has her arm tight around her.

There is some activity as XANDER leads some people from the CORONER'S OFFICE down the hall stairs. They wheel Tara's covered body on a gurney.

CORONER #1
If you can just sign this-

XANDER
Sure.

CORONER #1
Call this number tomorrow - we'll
have more information.

XANDER
Okay. Thanks. Thank you.

CORONER #1
I'm sorry for your loss-

Xander just nods. Folds the paper in his hand... Coroner #1 and his assistant wheel Tara's body out.

Xander stands there for a beat. Regroups. Moves into the living room and joins Buffy and Dawn.

XANDER
So. That's it.

BUFFY
The police left?

XANDER
(grim)
Coming back tomorrow with more of
their pretty yellow tape...

Xander just shakes his head. They all sit in stunned silence for a beat. No words left. Then-

BUFFY
We need to find Willow.

XANDER
Yeah. She's seriously off the wagon.
Warren's a dead man if she finds him

This rouses Dawns who is still shell-shocked - but coming out of it. Her tone is bitter, cold.

DAWN
Good.

BUFFY
Dawn, don't say that-

DAWN
Why not? I'd do it myself if I
could.

BUFFY
Because you don't really feel that
way-

DAWN
I do. And you should too. He killed
Tara - and he nearly killed you. He
needs to pay.

Xander glances at the morgue papers in his hand. Says quietly-

XANDER
Out of the mouths of babes.

BUFFY
Xander-

XANDER
I'm just saying - he's as bad as any
vampire you've sent to dustville-

BUFFY
Being the slayer doesn't give me a
license to kill. Warren's human.

DAWN
So?

BUFFY
So the human world has it's own rules
for dealing with people like him-

XANDER
And we all know how well the rules
work.

BUFFY
Sometimes they do. Sometimes they
don't.
(then)
We can't control the universe. If we
were supposed to, the magic wouldn't
change Willow the way it does. And
we'd be able to bring Tara back...

DAWN
(getting it)
And mom.

BUFFY
There are limits to what we can do.
There should be. Willow doesn't want
to believe it - and now she's messing
with forces that want to hurt her.
All of us.

XANDER
(pained)
I just - I've had blood on my hands
all day. Blood from people I love.

BUFFY
I know. And now it has to stop.
(then)
Warren's going to get what he
deserves. I promise you. But I
won't let Willow destroy herself.

A beat as Xander and Dawn take this in. Finally - Xander nods. Getting it. Then-

XANDER
So where do we go? She could be
anywhere.

BUFFY
Maybe the magic shop. There could be
some kind of locating spell...
(quickly/to Xander)
I can go alone, if you-

XANDER
No. I'll go. It's okay.

BUFFY
Dawny can't stay here-

DAWN
Let me come with you. I want to.

BUFFY
No, honey, it's too dangerous-

DAWN
But it's Willow. She needs us.

BUFFY
She does. And you'll help her.
Lots. But first we have to get her
home in one piece.

DAWN
But-

BUFFY
Dawn. I'm serious. You've been
through enough for one - ever. Okay?
You should be somewhere you'll feel
safe.

DAWN
(defiant)
Fine. I want to go to Spike's.

Buffy takes this in. Then-

BUFFY
Alright.

XANDER
What? Not alright. Are you kidding?
After what he did to-

Buffy shoots Xander a warning look. Cuts him off.

BUFFY
Xander.

XANDER glances at Dawn. Gets that this isn't for her ears.

BUFFY (cont'd)
I'll get our coats.

She moves to the foyer. Xander follows close on her heels. Dawn stays on the couch.

ON BUFFY AND XANDER

Xander and Buffy speak in hushed tones, so Dawn won't overhear.

XANDER
(incredulous)
You're not really leaving Dawn with
Mr. Attempted Rape-

BUFFY
He'd never hurt Dawn. He physically
can't. And he wouldn't-

XANDER
After the other night, I'd say all
bets are off on what he's capable of-

BUFFY
She feels safe with him.
(off Xander's look)
We don't have a choice, Xander.
Right now - he's all we've got.

INT. TARA'S DORM ROOM - NIGHT

Willow sits on the bed, holding the white shirt that is covered with Tara's blood in her hands - staring at it for a long beat.

Then she lays the shirt on the floor. Utters a simple spell.

WILLOW
Blood of the slain - hear me. Guide
me to Tara's killer.

CLOSE ON THE SHIRT

Swirling magical energy starts to gather around Willow and the shirt.

As the blood on it starts to shift and change - starting to form a MAP OF SUNNYDALE. A point in the map, where Warren presumably is, starts to GLOW. Willow reads the blood like tea leaves.

OFF WILLOW

Dark eyed, set on her path.

OMITTED

INT. SPIKE'S LAIR - NIGHT

Buffy and Dawn step into Spike's lair. Spike, turned away from them in his old chair, watches TV.

Buffy moves quietly to the back of the chair.

BUFFY
Spike-

Startled, the figure in the chair JUMPS, spilling a bowl of potato chips in the process. It's not Spike at all - it's CLEM the loose skinned demon.

CLEM
Suffering cats! Where did you come
from!?

Clem puts his hand on his heart - like he's afraid it's going to jump out of his chest.

BUFFY
Sorry. I didn't mean to startle you-

Clem calms a little when he sees Buffy.

CLEM
Wooooh... It's - it's okay... You
just snuck up on me is all-

Buffy looks at the spilled chips.

BUFFY
I spilled your snacks.

CLEM
Don't worry about it.
(grabs loose skin)
Not like I need more of this.
-- (to Dawn)
Hi.

DAWN
Hi.

CLEM
Can I get you ladies something? I
was just going to mix up some Country
Time.

BUFFY
We were looking for Spike, actually.

CLEM
(thrown)
He... didn't tell you?

BUFFY
Tell me what?

CLEM
He left. Town.

Buffy takes this in, pained despite herself.

BUFFY
Oh.

DAWN
He just took off?

CLEM
(nods)
That's why I'm staying here for him.
Sweet pad like this goes empty a few
days, you'll lose it for sure.
(sheepish)
Plus - I don't have a TV.

Buffy and Dawn are silent, processing this news. Clem is uncomfortable. He likes people to be happy.

CLEM (cont'd)
I'm surprised he didn't tell you. He
was kind of in a hurry. I guess.
(then)
You sure I can't get you something?
I have Bugles and Liverwurst and-

BUFFY
We're fine, thanks. But you could do
us a favor... You think Dawn could
hang out here with you for a while?
I have some stuff to do and I don't
want her to be alone.

DAWN
I still don't see why I can't-

BUFFY
Dawn. I told you why.
(to Clem)
What do you think?

CLEM
No problem. I'd love the company.
(to Dawn/brightly)
You like Parcheesi?

Dawn looks at Buffy, who looks unwavering. Then to Clem, so full of good nature. Relents.

DAWN
Sure.

CLEM
Or we could rent videos. I've been
dying to see The Wedding Planner.

DAWN
Either way. I'm good.

Pleased - Clem pats Spike's big arm chair.

CLEM
Here. You take the comfy chair.

BUFFY
(to Dawn)
I'll be back as soon as I can. I
promise.

DAWN
Okay.

Buffy gives Dawn a quick hug. Turns to Clem.

BUFFY
Thank you.

Clem smiles - nods. Buffy heads for the door. Pauses briefly - feeling Spike's absence...

BUFFY (cont'd)
Did he say when he was coming back?

CLEM
Spike? No. Only that he could be
gone a while.

Off Buffy - taking this in.

EXT. AFRICAN VILLAGE - NIGHT

Spike moves through a remote African VILLAGE, where fires burn and the natives look strangely at the pale-skinned guy in black...

Spike is clearly a man with a mission. His expression etched with dark determination.

He heads toward a cave at the edge of the village. An African villager stands sentry at the entrance, a long spear in his hand. He steps in front of Spike.

VILLAGER
(Luganda)
Toyenza coyengara. Erio
mtuwana.

VILLAGER
(English)
You can't go in there.
It's very dangerous.

SPIKE
Not asking permission, mate.

Spike pushes past the villager and disappears into the cave - the villager follows. but stops at the entrance to the cave. Clearly afraid to go any further.

VILLAGER
(Luganda)
Ymirira! odja kufa!
Ymirira!

VILLAGER
(English)
Stop! You'll die! Stop!

INT. AFRICAN CAVE - NIGHT

The villager's voice fades in the distance as Spike comes to an open area deep in the cave. It is nearly PITCH BLACK. We can just barely make out Spike in the darkness.

Spike flicks his lighter - and we see, briefly, ancient paintings that line the walls. They all depict scenes of CARNAGE and TORTURE. Horrible sights. Spike examines them.

Then a quick WIND blows out Spike's lighter and he's plunged into blackness again. A VOICE rises out of the dark - EVIL AND DEMONIC. Chilling.

VOICE
You seek me, vampire?

Spike actually looks a bit unnerved. But he covers with his usual bravado.

SPIKE
You do the finger paintings? Nice
work.

We can almost make out something lurking in the darkness, but not quite. We only see hints of a demon tail and red, burning eyes... Glistening fangs... What little we see gives the impression of something truly horrible.

VOICE
Answer me.

SPIKE
Yeah. I seek you.

VOICE
Something about a woman. The slayer-

Now Spike's expression darkens. Anger rising.

SPIKE
Thinks she's better than me. Ever
since I got this bleeding chip in my
head, I haven't been right.
Everything's gone to hell-

VOICE
And you want to return. To your
former self...

SPIKE
Yeah.

The voice laughs darkly.

SPIKE (cont'd)
What?

VOICE
Look what she's reduced you to.

SPIKE
It's this bloody chip, not-

VOICE
(angrier now)
You were a legendary dark warrior -
and you let yourself be castrated.
Now you have the audacity to crawl in
here and demand restoration?

SPIKE
I'm still a warrior-

VOICE
You're a pathetic excuse for a demon-

SPIKE
Yeah? I'll show you who's pathetic.
Give me your best shot, Lurky.

VOICE
You'd never endure the trials
required to grant your request-

SPIKE
Do your worst. But when I win, I
want what I came here for.
(darkly)
Bitch is going to see a change.

INT. MAGIC BOX - NIGHT

CLOSE ON ANYA AND XANDER

Anya is still "frozen" in nearly the same position Willow left her in - but now able to move just a little. Xander is trying to help her walk to the bench by the table.

XANDER
Are you feeling any change? Can you
talk?

Anya and Xander are extremely awkward around each other after everything that's happened. They barely make eye contact. This is hard for both of them.

Anya nods. Speaks with some difficulty.

ANYA
It's wearing off...
(then)
Willow was here earlier.
Put the whammy on me. Then she
went straight to the dark arts books.
Sucked them dry.

They finally get Anya into a seated position. A beat - then Xander finally meets her eye.

XANDER
Look, Anya, something terrible
happened-

ANYA
(pained)
I know. Tara.

Xander nods gravely. Then-

XANDER
Willow's out for blood, big time. We
need to find her before she finds
Warren. Can you think of something?
A locator spell...

A beat as Anya considers this - makes a decision.

ANYA
I don't need a spell. I can feel
her.

XANDER
You can...

ANYA
Feel her. Her thirst for vengeance,
it's overwhelming.

XANDER
Is that like, left over, from your
vengeance demon days? That you can
sense her?

ANYA
Not left over.

A beat. Then Xander gets the meaning of this. He's floored

XANDER
Oh.

ANYA
Yeah.

XANDER
When.

ANYA
(bitterly)
When do you think?

Xander would reply - but BUFFY enters. Sees Anya's state.

BUFFY
Are you okay? Did Willow - ?

ANYA
Got a power boost, then took off.

Xander, stunned and bitter himself, says-

XANDER
Anya was saying she knows where Will
is.

BUFFY
A spell?

XANDER
Not exactly. Seems Anya got her
vengeance on again.

Buffy takes this in. But it's too much to process right now.

BUFFY
Oh.

XANDER
(to Anya)
So Willow's all wrathy - why don't
you go to her? Isn't that your gig?

Anya stands. Stronger.

ANYA
Normally, I'd have to - but she
doesn't want me.

BUFFY
(getting it)
She wants to do it herself.

ANYA
Yeah.

BUFFY
Anya. We don't have much time.
Which side of this are you on?

Anya hesitates.

XANDER
If you know where she is - you can
help us.

A beat. Anya makes a decision. Says pointedly-

ANYA
I'll help. But I'm helping Willow.
(then)
She's close to him. In the woods.

EXT. WOODS - NIGHT

WILLOW

Clutches the bloody white shirt and strides powerfully after Warren - as trees and bushes BEND TO CLEAR HER PATH. Willow looks calm, dogged. Full of purposeful rage.

ON WARREN

In contrast, Warren, freaked, scrambles through the woods, only a short distance ahead of Willow. He totes a backpack and makes difficult progress, stumbling amidst the branches and rocks.

EXT. CLEARING IN THE WOODS - NIGHT

Willow comes to a small clearing - Warren is nowhere to be found. She looks around, alert as an animal on the hunt...

WILLOW
Run all night, Warren. I'll still
find-

WHACK! Willow is SILENCED AS an AXE buries itself in her back - it's WARREN.

BLACK OUT.

END OF ACT THREE

Act Four

EXT. CLEARING IN THE WOODS - NIGHT

Warren stands over Willow's prone body - the axe buried deep in her back. He breathes heavily, but a small smile starts to creep over his face - he's feeling victorious.

He's about to move off when WILLOW STIRS. Then she RISES to her feet - as though some mystical force lifted her. She glows with MAGICAL ENERGY.

She reaches around, pulls the axe from her back. Regards it almost curiously. Then she tosses it - fixes a stunned Warren with a killer stare.

WILLOW
(to Warren)
Axe - not gonna cut it.

Warren takes off running again. Willow watches him go for a moment - focused but not rushing. She has time.

ON WARREN

Who races through the woods as fast as he can, while he pulls something from his backpack.

CLOSE ON ITEM WARREN HOLDS

It's a small mechanical box. Warren pulls a PIN from it and TINY WINGS emerge from a small hole on each side of the box. They start beating rapidly.

ON WARREN

As he releases the box and keeps running. The BOX FLIES away from him, toward Willow.

ON WILLOW

As the box nears her. She doesn't see it until it is right on top of her and EXPLODES. It's a serious blast--which becomes FROZEN in mid-air. Like the explosion is trapped in a stop-frame.

Willow lowers her hand - having just done a spell. Then she walks through the explosion, now just frozen fire and air, and it SHATTERS LIKE GLASS.

ON WARREN

Who races forward, checking to see if Willow is still on his heels. He looks behind him and RUNS RIGHT INTO-

WILLOW

Who is inexplicably in front of him now. He jumps back, terrified. Willow advances. Slowly. Deliberately.

WARREN
Cute. Cute trick.

Willow doesn't say anything. Her silence unnerves him.

WARREN (cont'd)
It - it was an accident, you know-

We see that Warren is surreptitiously reaching into his pocket - but Willow does not. She's moving in on him, full of deadly rage.

WILLOW
Oh. You mean, instead of killing my
best friend you killed my girlfriend-

WARREN
It wasn't personal, that's all-

This makes Willow's blood boil. She raises her arms - about to cast a mother spell.

WILLOW
Well this is.

She lets loose a KILLER BLAST OF MYSTICAL ENERGY. She HITS WARREN, who falls hard - gasping with pain. Still, he manages to HURL another magical weapon at Willow - it's a GLOWING GLOB OF BLUE GOO, sort of ectoplasma-y.

WARREN
Capture!

ON WILLOW

Who gets hit by the goo, and is immediately encased in a BLUE SLIMEY COCOON. She's stuck, standing up. We can see her inside, struggling. She tries to utter a spell but the goo prevents her from it.

ON WARREN

Crashing through the trees, making his escape.

ON WILLOW

Still encased in the goo. But now her EYES START T0 GLOW RED - she's doing a spell. THE GOO SUDDENLY DISSIPATES.

WILLOW

Free now, paces, after Warren.

WILLOW
(Latin)
Irretite.

WILLOW
(English)
Ensnare.

Suddenly, VINES WHIP OUT AT WARREN FROM A FEW DIRECTIONS AND SNAP AROUND HIS ARMS AND LEGS - TRAPPING HIM EVEN FURTHER. He's pulled, standing, into a spread-eagle position. Like a human "X." He can barely move - but he can speak.

WILLOW approaches him. Burning.

WILLOW
Cute tricks.

Warren's starting to lose it. He lashes out - really letting his uglier side fly.

WARREN
You're really asking for it, you know
that?

WILLOW
(incredulous)
I'm asking for it.

WARREN
I'm gonna walk away from this - and
when I do, you're gonna beg to go
join your little girlfriend.

Willow's expression shifts. Something dawning on her.

WILLOW
She wasn't your first.

WARREN
First - who?

WILLOW
Tara. She wasn't the first girl you
killed.

WARREN
I don't know what you're-

WILLOW
(in Latin)
Reveal.

And a familiar voice rises from the darkness. KATRINA.

KATRINA (O.C.)
I should have strangled you in your
sleep.

Katrina emerges from the shadows. Deathly pale - a living corpse. She talks calmly - stating a fact.

KATRINA
Back when we shared a bed. I should
have done the world a favor.

Warren, freaked, tries to reason with himself.

WARREN
It - it's a trick.

Now Katrina draws nearer. Growing genuinely sad and questioning now.

KATRINA
Why, Warren? You could have let me
go...

WARREN
(to Willow/urgent)
Make it shut up. Make it go away-

KATRINA
It didn't have be like that-

WARREN
(to Willow)
I'm not kidding!

KATRINA
How could you say you loved me, and
do that to me?

WARREN
(snapping)
Because you deserved it, bitch!

And as suddenly as she appeared - KATRINA IS GONE. Willow moves close to Warren.

WILLOW
Because you liked it.

WARREN
Shut up-

WILLOW
You never felt like you had the power
with her. Not until you killed her-

WARREN
God - women. You're just like the
rest of them. Mind games-

WILLOW
Now you get off on it. That's why
you had such a mad-on for the slayer.
She was the big O - wasn't she,
Warren?

The truth of that turns Warren even colder. He eyes her bitterly. Spits-

WARREN
Right. You done yet? Or can we talk
some more about our "feelings?"

EXT. ANOTHER PART OF THE WOODS - NIGHT

Buffy and Xander follow Anya through the dark woods. They all move with urgent purpose.

BUFFY
What's happening? What do you feel?

ANYA
She's stronger now. Close.

XANDER
What about Warren? Has she-

ANYA
He's still alive. She's not done.

BUFFY
Let's move.

They race off, deeper into the night.

EXT. CLEARING IN THE WOODS - NIGHT

Warren struggles against the vines. Willow watches, unmoved by his growing desperation.

WARREN
Let me - ! HELP! Somebody!

WILLOW
What's the matter? I thought you
wanted to talk.

WARREN
No-

WILLOW
Okay.

Willow opens her palm, revealing the bullet that she pulled from Buffy's chest.

WILLOW (cont'd)
I'll talk.

With a wave of her hand - Warren's SHIRT RIPS OPEN.

WARREN
What-- what are you doing?

WILLOW
Shhhhhh.

Then Willow places the bullet close to WARREN'S CHEST. Just about where it exited Tara. She focuses all her energy and lets the bullet go - and it HOVERS in front of Warren. Willow speaks evenly - a rageful, deadly force delivering justice.

WARREN
(freaking)
Hey, hey - I'm sorry, okay? I -

WILLOW
(cutting him off)
Want to know what a bullet feels
like, Warren? A real one? It's not
like in the comics.

WARREN
No, no-

WILLOW
I think you need to. Feel it.

Now the bullet starts to SLOWLY BORE INTO WARREN'S CHEST.

WARREN
Oh God... Stop it -

WILLOW
It's not going to make a neat little
hole. First - it'll obliterate your
internal organs. Your lung will
collapse. Feels like drowning...

WARREN
Please! No-

Willow ignores his cries as the BULLET DISAPPEARS INTO HIS CHEST and the wound gets deeper.

WILLOW
When it finally hits your spine,
it'll blow your central nervous
system-

Warren is in total horror and agony now - can barely speak from the pain. He gasps-

WARREN
Stop!! God, please! I - I'll do
anything-

Willow's eyes flash angrily. She waves a hand and WARREN'S MOUTH IS SEALED SHUT WITH SOME LARGE, CRUDE STITCHES. HIS MUFFLED CRIES GROW MORE AND MORE AGONIZED AS SHE CONTINUES.

WILLOW
I'm talking.
(deadly calm)
The pain will be unbearable, but you
won't be able to move... Bullets
usually travel faster than this, of
course. But the dying? It's going
to seem like it takes forever.

Willow stops. Pained. Her tone grows more emotional as she allows herself to feel her grief - if only for a moment.

WILLOW (cont'd)
Something, isn't it? One tiny piece
of metal destroys everything. It
ripped her insides out... It took her
light away. From me. From the
world... And the person who should
be here is gone - and waste like you
gets to live.

WARREN cries and his eyes dart desperately. Willow moves even closer.

WILLOW (cont'd)
One tiny piece of metal.
(then)
Can you feel it now?

EXT. ANOTHER PART OF THE WOODS - NIGHT

Buffy, Xander and Anya run through the woods. Anya stops. Feeling something. She points toward the clearing.

ANYA
Over there.

Anya heads out - Buffy and Xander on her heels.

EXT. CLEARING IN THE WOODS - NIGHT

Warren is writhing and shouting with pain. But his cries are still muted by the STICHES WILLOW GAVE HIM.

Willow watches his agony. Her eyes grow colder.

WILLOW
I said - can you feel it?

With another WAVE OF HER HAND, the STITCHES UNRAVEL. Warren SCREAMS AND CRIES. He's half-crazed with the pain now, but he marshals what strength he has, trying to get through to Willow - to make her spare him.

WARREN
Please, God... I did wrong, I see
that now. I need jail. I need...
But you - you don't want this.
You're not a bad person. Not like
me-

From a distance behind Willow - we can hear Buffy, Xander and Anya come crashing toward the clearing.

BUFFY (O.C.)
Willow!

Willow glances at them, appearing through the trees. Then glances back at Warren. Impassive. Warren manages to keep talking through his agony.

WARREN
When you get caught - you'll lose
them too. Your friends.
(more)
WARREN (cont'd)
You don't want that. I know...
You're in pain but-

WILLOW
Bored now.

With a final motion, Willow sends A BOLT OF FIERY ENERGY TOWARD WARREN. It hits him and WARREN IS FLAYED ALIVE. His skin rips open and then OFF. It's a full-on horror movie death.

And suddenly - everything is still. The only sound is from Warren's sizzling body, which hangs from the vines. Buffy, Xander and Anya emerge into the clearing. Stunned.

XANDER
Oh my God.

BUFFY
Willow - no... What did you do?

After a moment, Willow turns to face her friends.

WILLOW
(simply)
One down.

With that - Willow waves a hand toward Warren's corpse, WHICH DISAPPEARS. Then she VANISHES IN A HELLISH SWIRL OF LIGHT AND ENERGY.

We are left with Buffy and the others - who stare ahead blankly at the place where Willow vanished. Aghast.

There's a new big bad in town.

BLACK OUT.

END OF SHOW