A deserted TOWN SQUARE. Modern, fairly urban - tattered German text posters for local rock bands cling to brick walls. We hear the wail of POLICE SIRENS as a lone unmarked car splashes through the square, its headlights casting stark shadows.

The car passes. We hold on a young (fifteen-ish) PUNK GIRL. Pressed up against a brick wall, behind some garbage cans, just barely out of sight. And despite her leather jacket, nose rings and pink hair - she looks terrified.

FADE IN SUBTITLE: FRANKFURT

The girl scans the square.

We see her P.O.V. The square is empty. Summoning her courage, the girl emerges from her hiding place and walks quickly across, looking over her shoulder.

She keeps walking, her clattering footsteps the only sound echoing in the square. We see how young and innocent her face is, illuminated by street lamps. Then slowly, suspicious, she stops walking ...

But the sound of footsteps keeps coming.

The girl does not turn back. Instead, looking straight ahead, she sees the nightmarish image of two SHADOWS cast upon the wall before her. Looming large - and running her way. She gasps - and RUNS. She's fast.

ANGLE ON: A homeless DRUNK, nursing his bottle of cheap booze in a paper bag, nearly gets run over by the fleeing girl.

But he stops himself short as two ROBED FIGURES, not fully seen, run after the girl. The drunk stares, frightened.

ANGLE ON: An ALLEY. The girl turns a corner, fast. The men in robes follow fast behind.

The girl stops. She's got moves - or at least, a strong instinct for survival.

She grabs the first robed man as he rounds the corner, yanks his arm hard up behind him, and sends him SMASHING face-first into the second robed man.

They hit the ground. She turns to run - but one of the robed figures REACHES OUT from where he lies - and just manages to snag Punk Girl's ankle.

Running, she trips and FALLS - hard on the pavement, splashing painfully into a shallow puddle. She turns, quickly, looking up to see:

The two robed figures are now standing, looming above her and they pull from within their robes CEREMONIAL DAGGERS.

Her eyes go wide with fear - she holds up her thin white hand to protect herself - and we go over to the brick wall behind her to see SHADOWS -

A sickening shadow play of the robed figures STABBING into the girl again and again without mercy.

When, as suddenly as it started - it stops. The shadow figures stand upright, looking down.

Coming off the shadows, we move in on the girl's dead face. And even though she is clearly dead, flecks of blood freckle her cheeks, her mouth opens and an incongruously DEEP VOICE echoes out of her:

INT. BUFFY'S (FORMERLY JOYCE'S) ROOM - NIGHT

DAWN. Looking directly at us, yelling to be heard:

We reveal that we are now in Buffy's bedroom. BUFFY sits upright in bed, sheets still around her, as Dawn, gripping her by the shoulders, tries to get her attention.

Buffy slowly re-orients herself, "sees" Dawn.

They exchange a look.

Buffy rises, looks out her window.

Dawn joins Buffy by the window, also looking out, but while Buffy stares into space, Dawn can't see any danger. So Dawn shuts the window.

Dawn leads Buffy out of the bedroom, talking as she goes.

But Buffy pauses, turns back, looking out the window.

She shakes it off, unable to figure it out, and follows Dawn out the door

EXT. SUBURBAN STREET - NIGHT

Outside, at night, we move down through the trees to find a quiet suburban Sunnydale street. Establishing. Not a car in sight. When we hear a deep rumbling sound. Growing louder, coming this way ...

We see, beneath the earth, something BIG (not the something itself, but the wake it leaves behind it) - BURROWING its way through the soft grassy ground, displacing earth and grass as it plows along.

It reaches the sidewalk and keeps going - SMASHING its way through the asphalt, sending cement buckling. Whatever it is it is seemingly unstoppable, heading our way.

With a horrible gurgling roar, it descends back down into the earth and disappears, leaving only the path of destruction and the quiet night behind ...

We see SPIKE come into frame, eyeing the rat hungrily, stalking ... Spike's looked better. Bags under his eyes (which stare wildly) hair grown-out and crazy in all directions, clothes smudged and dirty. He wants that rat.

He's getting closer, moving stealthily, ready to pounce...

He slows, looking around...

And he stops rambling for a second, hearing something coming. And he becomes, just for a split-second, totally coherent.

The rumbling continues, growing louder, coming this way.

The rumbling grows even louder. Pipes shudder and shake.

Spike winces in agony as the sound grows. He looks beneath him, stepping as if on a hot surface, trying to avoid the ground, but of course unable to. He stops, pleads with someone who is not there.

Spike drops to his knees, in pain, still clutching the side of his head. He wraps his arms around his skull, trying in vain to block out the noise, but cannot. He wails ...

And Spike's pain rises along with the rumbling. Everything in the cramped basement space is shaking now, like an earthquake is coming. Spike raises his head and SCREAMS out loud to the heavens above, his voice almost matching the rising roar in volume as we cut to...

EXT. STREET - DAY

We see Xander, dressed like a grown-up (jacket and coolly loose-fitting tie) driving Buffy (shotgun) and Dawn (backseat) to school.

A moment passes between Buffy and Xander - she looks to him, struck by the sincere compliment. He keeps driving.

INT. BUFFY'S OFFICE - DAY

PRINCIPAL WOOD walking out from behind Buffy's spanking-new DESK, situated in the middle of her NEW OFFICE (A glass partitioned semi-cubicle fitted into an alcove off the main section of the Principal's Office; it has a full view through the glass of the hallway outside, and the STUDENTS passing through it on their way to class). The Principal is in mid- orientation ...

A beat, then.

He turns to go.

Long pause as Principal Wood looks at Buffy like she's grown a second head. Then he smiles.

He awaits an answer. Buffy's taken aback - but recovers, smiling.

TWO KIDS and a TEACHER enter the office area. The Teacher looks weary. The boys look like they've been fighting.

She trails off as he enters his office with the two boys, shutting the door behind him.

A beat, then her expression hardens. She heads out.

INT. SCHOOL BASEMENT (SPIKE'S LIVING AREA) - DAY

Back in the basement. The door to Spike's small living area slowly opens. Buffy enters, slowly, cautiously, looking around.

We see Buffy's P.O.V. It's dark and dank and drippy. Plenty of places to hide; plenty of places from which someone could jump out at her.

Buffy walks all the way in as the door begins to slowly close behind her, unnoticed. That is, until it CLOSES with a loud echo. Buffy lumps a bit, but shakes it off.

She keeps exploring the dank space. Looks around.

But the place is completely empty. Not a single trace of Spike. Buffy stands alone in it, confused...

As we hear a small, panting sound ...

EXT. SUBURBAN STREET - NIGHT

And cut to a panting little SHIH-TZU DOG, padding along the suburban sidewalked street, being walked by its owner, an attractive young woman named NANCY.

The dog keeps trotting away on its RETRACTABLE LEASH, looking for a spot to pee. Nancy sighs.

We see the dog trot out to the end of its leash.

See Nancy standing alone, waiting ...

There is a small, almost imperceptible JERK on the leash line as we hear a small "yip" from the dog's direction.

And Nancy looks over ...

And we see her P.O.V.: The leash line ends, not with a cute little puppy on the other end, but instead, sticking in a hole in the ground. Just stuck there. An odd tableau.

Nancy doesn't move, just watches, a bit struck by the strangeness of this vision ...

When BOOM! Nancy gets suddenly and violently JERKED off her feet by a mighty TUG on the end of the leash line.

She hits the sidewalk in a full-body dive, hard.

From the ground, Nancy looks up - just as she gets PULLED along the sidewalk, hard and fast, painfully.

Nancy's P.O.V.: She is getting pulled toward a CRACKED HOLE IN THE SIDEWALK, where the leash is getting sucked in, faster and faster, momentum building.

Nancy tries, but cannot get her hand un-stuck from the plastic leash holder as she keeps getting dragged forward ...

She gets pulled closer to the hole in the ground when suddenly SOMETHING ERUPTS from out of the sidewalk pavement. We hear a horrible ROAR.

We do not see the creature, but Nancy does. She SCREAMS, crawling back as fast as she can, managing to remove her bloodied hand from the leash holder just in time.

And she gets up. Pauses in horror to hear the sounds of BONES CRUNCHING beneath the ground. That's enough for her - she turns and RUNS -

And SCREAMS again, having just run into ...

Xander.

And we cut to:

INT. BUFFY'S LIVING ROOM - NIGHT

Nancy, looking traumatized, her hand bandaged, holds a steaming cup of tea as she sits on Buffy's couch. She's mid- story.

We see she is talking to Xander, Buffy and Dawn.

He gives her an understanding nod. Then when she looks away, mock-smacks his own forehead.

Buffy nods, turns to Nancy.

And Buffy is cut off by a suave off-screen voice that's vaguely familiar, even if the tone is not.

Buffy, Xander and Dawn all look to see:

SPIKE. Standing in the living room by the French doors, having entered unnoticed.

He's looking cool, calm and collected. Well dressed, hair neat and platinum once again, well-groomed in a mod-ish kind of way, and not incidentally, looking on the studly side.

Not even a little bit crazy. Just the opposite, It's totally together Spike.

And off Buffy's stunned reaction, we blackout.

ANGLE ON: Xander, Dawn and Nancy looking on.

Xander rises to stand closer to Spike, "protecting" Buffy.

She stares hard, arms folded.

He makes eye contact with the glaring Xander.

Buffy looks back to Dawn and Nancy on the couch ...

Dawn comes over.

Xander and Dawn exchange looks. Then look to Buffy.

Buffy pulls Spike aside, out of the living room and into the foyer where they speak closely, a bit more intense. Xander and Dawn return to Nancy.

Buffy shifts, eyeing Spike hard, but paying attention.

Buffy regards him a long time.

Spike nods, taking it in. Without a word, he turns to go.

Spike awaits her response. And off Buffy's uncertainty, we cut to:

EXT. ENGLAND - DAY

WILLOW is seated in the doorway of the old stone house we saw in episode one. Coat on, bags packed. Giles joins her.

She doesn't move. Pause.

Again, the horn honks.

The taxi's horn honks. Giles motions for the taxi to wait.

Beat as Willow really takes this in.

INT. BUFFY'S LIVING ROOM - NIGHT

Buffy stands in the center of the living room, issuing orders.

Nancy pulls Xander aside.

Pause.

Nancy nods.

Spike nods re-assuringly. Nancy smiles at Spike. No one else does. Buffy continues:

Xander looks to Dawn. She indicates he's got something at the corner of his mouth.

Xander takes Buffy aside, speaking privately.

Xander hesitates, wanting to say more, but stops himself off Buffy's look. Conversation ended.

They get up to go. Dawn motions to Spike.

Dawn stops Spike at the door on his way out. Takes him aside.

He looks quizzical. Strange question.

Spike starts to reply. Dawn's glare continues, unbroken. Spike gets it

EXT. SUBURBAN STREET - NIGHT

A flashlight's beam crawls along a stretch of sidewalk. We see BUFFY and Spike walking along the Sunnydale street (the site of the attack on Nancy's dog). Spike walks ahead of Buffy, looking all business. Buffy straggles a few paces behind, holding herself, looking unsure - vulnerable.

She stops, staring at him. He stops too.

We reveal they've come upon a patch of sidewalk that looks like it's been exploded outward from the ground up.

They move forward. Buffy takes her flashlight and points it downward into the burst-open patch of pavement. Spike looks within.

Spike looks back at her. Right. He leans in, investigating the gaping hole as they speak.

Spike's P.O.V.: beneath the ruble, there lies a large, dark HOLE, sporadically illuminated by the flashlight. No telling how deep it goes.

And Spike suddenly stops, turns back to Buffy, genuinely curious:

But she does not move.

He reaches out for the flashlight. Buffy hands it to him, and in that moment their hands TOUCH. And the second that happens, we FLASH TO:

FLASHBACK (STOCK) Season Six, Episode Eighteen - in the bathroom, quick-cuts of Spike as he attempts to RAPE BUFFY.

As quickly as it started, we FLASH BACK TO:

Buffy STARING at Spike, still holding her flashlight. Spike looks back to her. Knows something's wrong. Long pause. Neither moves nor speaks awhile.

Spike addresses Buffy directly.

That stops her.

He steps away from the site, standing, wiping his hands on his pant legs.

Spike walks past Buffy She stands immobile, her face sad and unsure what to do with Spike ...

INT. APARTMENT ENTRANCE - NIGHT

Nancy opens the front door to her apartment complex, leading Xander into the main hallway. They are in mid-conversation.

(PRODUCTION NOTE: This is the main apartment entrance, a small hallway with apartment doors on each side, and a stairway at the end of this hall).

Xander smiles. They hesitate. A little spark-age growing between them ...

They have that awkward shuffle people have when they're not ready to hug yet, then Nancy turns to go.

He watches her take a step - then stop - just as a RUMBLING sound grows, becoming louder...

The hallway lights FLICKER.

And just then, the glass in the door behind Xander SHATTERS as the rumbling grows deafeningly loud. The wood of the doorframe SPLINTERS and the floor beneath them buckles - furrowing in a deadly straight line heading their way.

Something is plowing through the ground - chasing them.

Xander grabs hold of Nancy and together they RUN the length of the floor, heading for the stairs. The tiled floor buckles as something big BURROWS its way toward them, a subterranean ROAR growing as it comes.

They run fast - it burrows faster. Tiles buckle and crack as the wave rushes toward them.

Xander gets to the STAIRS and pushes Nancy up the first few steps, following right behind her. The burrowing creature BURSTS UP through the hallway floor - and we get our first good look at it.

It's a giant, eyeless, overgrown WORM CREATURE (all mouth, teeth, and very little else) with multiple rows of razor sharp teeth. It rears up out of the ground, and lunges, getting close to Nancy.

She SCREAMS.

But the creature cannot follow up the steps or rise up any further out of the ground - with a bone-rattling roar of fury and desperation, it disappears back into the floor.

And slowly, silence returns. Xander and Nancy, both breathless and freaked out, check each other.

Nancy cries, unable to handle this.

They both look out to the shattered hallway floor.

Xander closes his eyes and sighs ...

Off Nancy's confused look, we cut to:

INT. BRONZE - NIGHT

ANYA, sitting in the bronze, sipping on a straw and listening with great interest as a YOUNG WOMAN talks non-stop ...

She sips greedily on her straw, awaiting the answer ...

Looks like the Vengeance Demon is back in business.

The Young Woman looks confused as Anya interrupts herself seeing she is now surrounded by Xander, Buffy, Spike and Nancy.

Confused, the Young Woman walks away, leaving the annoyed Anya to be surrounded by her former friends.

Long pause.

Spike grabs Anya's wrist, roughly.

Spike and Xander barely glance at one another.

Spike gets deadly calm.

As Spike speaks, Anya's jaw nearly drops. She looks at him like he's some object of fascination.

But Anya can't stop staring at Spike.

Spike rises, but Anya holds his arm.

And Spike, unable to free himself from Anya, hauls off and PUNCHES her in the face. Anya goes down hard, up-ending the table, crashing on the floor.

Spike wastes no time taking full advantage - he leaps upon the prone Anya and shockingly RAINS BLOWS down upon her. Really wailing.

Anya BACKHANDS Spike off her and rises to her feet - in full DEMON FACE. Breathing heavily, pissed off.

Spike crashes into the pool table, gets his bearings, grins.

And (unseen by the others) Nancy freaks - physically recoiling from the violence, she turns and splits, bumping into some Bronzers on her way out, not stopping ...

But before Spike can lunge at Anya, Buffy grabs Spike by the collar and yanks him back, hard. He whips his head round to face her directly - and we see he's now in full VAMP FACE.

He shoves her. She punches him. He punches her back. And Buffy goes nuts. She launches a left-right-hook combination and punctuates it with a roundhouse kick to the head. As she does so, Spike SPEAKS, almost smiling:

Enough. Buffy hits Spike hard enough to send him down hard. Spike gets to his feet, all piss and swagger, facing Buffy and wiping the blood from his mouth.

He saunters forward, daring Buffy to hit him.

He's gotten close enough. Buffy backhands him with a closed fist, whipping his head sideways. And he comes right back.

Angle on Xander, who's scanning the Bronze ...

Buffy stops.

Buffy exits. Spike follows after.

Anya, back in human face, watches Spike, appalled. Xander stands beside her. Spike saunters past, styling ...

He grabs a drink off a nearby table without looking, downs it, grins at Anya - and rushes out, following Buffy.

He goes. Xander watches him go, turns back to Anya.

EXT. MAIN STREET SUNNYDALE - NIGHT

We see Nancy, walking quickly down a Sunnydale street alone, obviously upset.

But she trails off, hearing a slowly growing RUMBLING sound, coming from behind her. Nancy slows, stops - turns.

We see what she sees: far down the street, some tarmac erupts, and a line burrows itself in her direction, coming this way and gaining speed.

Nancy turns and RUNS. She crosses the empty night street, making her way to a STORE.

Its door closed, she makes it to the door, grabs the handle and TUGS with all her might. Locked.

The burrowing line is coming right toward her. And a subterranean ROAR can be heard as well, growing ...

Nancy bolts from the door, running to the other side of the street, searching for another way out. She gets to another store's door - and the burrowing line CHANGES DIRECTION, following her.

She tries the second door, locked.

She spots a FIRE ESCAPE LADDER. Bolts for it. The street buckles behind her, hot on her heels. Nancy makes it to the fire escape ladder and begins to climb.

The burrowing creature below her disappears beneath the pavement. Nancy, holding onto the ladder's rungs, closes her eyes and breathes a sigh of relief ...

When - BOOM! - the entire building SHUDDERS under some terrible impact. Nancy looks down to see the store is being RAMMED from below - and the ladder's rivets screwing it into the side of the building begin to shake loose ...

EXT. ROOFTOPS - NIGHT

Buffy runs along the rooftops at night, trailing the straight line of destruction in the street below her. We follow along with her as she runs from rooftop to rooftop.

She passes out of frame, eyes filled with purpose.

And Spike (no longer in Vamp-Face) enters behind her, unseen by BUFFY, following, having fun, playing like a black cat in the night ...

INT BRONZE - NIGHT

We pick up Xander and Anya, the two of them having found a more or less secluded section of the Bronze to talk.

This clearly affects Anya, but she steels herself:

Beat. Xander lets Anya sit with it.

He's right and she knows it. It doesn't make her comfortable. And on her face we cut to:

EXT. STREETS - NIGHT

Nancy clings to the ladder as best she can as the building continues to shudder. One last BOOM! sends the entire side of the building rocking and Nancy loses her grip.

Screaming, Nancy FALLS.

The pavement below her BURSTS OPEN and we get a FULL VIEW of the Sluggoth Demon as it RIPS out from beneath the pavement.

Its giant hole of a mouth opens, revealing its multiple rows of teeth. Nancy screams - just as BUFFY appears, swinging on a telephone line, spewing sparks out of its ripped-off end.

Buffy CATCHES Nancy, Errol Flynn-style.

Together, the two of them swing back up, out of harm's way, when Buffy lets the sputtering cable go before they ground themselves ...

They land hard, Buffy absorbing most of the impact.

Before Nancy can fully recover, Buffy springs to her feet, turns, and rushes.

Buffy rushes the demon, which BURSTS AGAIN from out of the pavement. It SNAPS at Buffy. She leaps back, its massive jaws just missing her.

The monster pulls under the ground, lightning fast, then BURSTS UP and SNAPS again.

Again, Buffy's a split-second too fast for it. She prepares to lunge again when SPIKE appears beside her, looking all rough and tumble, breaking off a piece of storefront grating.

Spike HITS the Demon with the pipe, using it as a bat.

Spike rears back with the piece of pipe like a makeshift spear ...

Buffy and Nancy watch as Spike RAMS the pipe forward, into the Demon's body ...

Just as the Demon TRANSFORMS - back into the form of a human being. A man. RONNIE. Mid-twenties. Filthy, naked, and confused.

And Spike, unable to stop his momentum, STABS the helpless man STRAIGHT THROUGH his upper chest (through the SHOULDER area, not through the heart - painful not mortal).

Ronnie screams.

Spike recoils in horrible chip-induced AGONY.

And on Spike's horrified, screaming, pain-wracked face in that instant, we blackout.

And the quiet is ripped apart as Spike, a dumb child-like look on his face, PULLS the pipe out of Ronnie's shoulder.

Ronnie collapses in agony to the street. Spike doesn't move, he just looks down, bloody pipe in hand.

He turns to Buffy, screams insanely loud:

Buffy pushes past Spike, pulling off her coat and pressing on her cell phone simultaneously

Buffy drapes her coat over Ronnie's now-shuddering figure, dials 911.

She looks up to Spike. He's a mess. Near tears, pressing his fist to his mouth, taking small steps back and forth but going nowhere, mumbling ...

He steps back from Buffy, bats away at the night air with his hands, as if repelling something invisible.

This last syllable, the word "shout," extends itself into a high-pitched expression of pain and anguish, nearly bringing Spike to his knees.

BUFFY watches, confused and unsure, still tending the victim.

And suddenly, Spike is back on his feet, laughing.

He struts madly, swinging the bloody pipe like he's Gene Kelly with an umbrella ...

He leans in to Buffy, nearly whispering, pointing to Ronnie.

He points, knowingly.

Buffy stops tending to Ronnie and stares, shocked.

And again, the tears well up in his eyes. He stops, staring at Buffy. She looks back at him with something like sympathy.

Then, crying, he turns on his heels and takes off into the night, building up to a RUN. Buffy, stunned, watches him go. Behind her, Anya and Xander come running up, survey the scene before them.

Nancy stands off to the side, by a storefront, watching ...

Confused and disgusted, Nancy backs away from the scene. Xander instantly moves to Buffy's side, helping and commenting:

Anya looks at the nearly-dying man on the ground. The sound of an AMBULANCE SIREN comes closer.

Without answering, Buffy turns and leaves, following Spike's direction. Xander and Anya tend to Ronnie.

Anya looks up to the sky as if looking for something to appear.

Xander looks to her, but she offers no explanation as the sound of the ambulance siren grows louder ...

EXT. CEMETERY - NIGHT

A CEMETERY. It's dark, long shadows cast from headstones. Buffy comes running into the cemetery, stops.

She looks around, searching.

But the place is empty. Buffy turns to go, then stops. She looks back to the sole source of light casting these long headstone shadows ...

Buffy's P.O.V.: We see, at the far end of the graveyard, a solitary CHURCH. A single light comes from within.

Buffy stares at it a moment, some kind of peace coming over her. Then she walks toward the church ...

INT. CHURCH - NIGHT

Twin heavy doors swing slowly open and Buffy enters the church. She hears the sound of sobbing.

She walks in, cautiously, drawing a stake.

Buffy's P.O.V.: We see a figure, its back to us, sitting in one of the pews, rocking gently back and forth.

Buffy approaches. It is Spike, sitting alone, looking as lost and frightened as he can. He speaks softly and sanely.

He looks to Buffy, eyes wide, vulnerable,

Buffy remains cautious, keeping her distance.

Spike laughs, quietly, enjoying the irony of a good joke.

He stands in the pew, bows his head in reverence.

He rolls his head around slowly, up to the ceiling, staring.

And suddenly, vampire-fast, he stands straight up.

He laughs, steps from the pew, into the aisle.

Buffy steps back, giving him a wide berth. Spike lurches forward, up the church aisle, zig-zagging left and right, but always moving forward.

Buffy slowly following behind, never losing grip on that stake, and watching ...

And we see where Spike is heading: at the head of the altar, there stands a large, carved-stone CRUCIFIX.

He keeps walking, slowly, up the aisle. Gets to the altar's steps and keeps going ... straight to the cross.

Spike stops at the cross. Responds without looking back.

He wearily lets his head rest upon the stone crucifix. And STEAM rises from where his flesh makes contact. He grimaces, but does not scream.

He reaches out and HUGS the crucifix with both arms. Steam rises from his palms.

He releases the cross, slowly pulling back and turning to Buffy

Buffy wants to step forward but does not.

He keeps turning, now facing Buffy, barely able to stand on his feet, wobbling a bit - and holding his arms out wide.

Spike GRINS through bloody teeth. The burn marks stand out fresh upon his forehead and palms. He looks like death, and any second he's going to collapse.

And still, it's like something terribly sad is actually, deep down funny - and only he gets the joke.

He walks toward Buffy. Staggering gently. Eyeing the stake she still holds in her hand. He's drawn to it - and to her.

Buffy lets him approach, unmoving, but not letting go of that stake, either.

He barely makes it to her - and SLAMS straight down, to his KNEES. And opens his arms wide.

Buffy's mind goes a long way trying to come up with the answer, but her mouth cannot speak and we: