Same Time, Same Place

August 14, 2002 (WHITE)

Written by: Jane Espenson

Directed by: James Contner

Teaser

FADE IN:
INT. SUNNYDALE AIRPORT - NIGHT

CLOSE ON: A clock. It's 9:24.

We PAN DOWN to see a FAMILY emerge from the jetway into the gate area, a FATHER leading two kids. The preteen boy drops his backpack and his sister trips over it. The father doesn't even turn around to say:

FATHER
You kids stop acting up.

The girl swats at her brother.

THEIR CROSS LEADS THE CAMERA TO:

BUFFY, XANDER AND DAWN

They look expectantly toward the jetway and hold a cardboard sign that reads, "Welcome Home Willow!" -- it's so pale it's hard to read.

XANDER
You think she'll get the sign?

BUFFY
Get the sign? I doubt she'll see the
sign. Why's it so, like, pale?

XANDER
I used yellow crayon. It's a thing.
From when I talked to her on the
bluff. I hope she gets it.

DAWN
Oh! Tell us what you said again!

XANDER
Well, I was talking from my heart,
and I knew evil Willow wasn't really--
(catching on)
You were kidding.

DAWN
A little bit.

BUFFY
We've heard the crayon speech a lot.
I mean, it's great, of course...

XANDER
I saved the world with talking! From
my mouth. My mouth saved the world.

DAWN
Uh-huh. I'm getting nervous. Are
you nervous?

BUFFY
Yeah, it's gonna be weird seeing her
again. I love her and everything,
but how do you... what do you say to
someone in this situation?

XANDER
I'm going to say "Hi Willow."

BUFFY
Oh come on, are you saying it isn't
going to be strange? We saw her kill
someone. She was about to kill Dawn!

DAWN
I didn't care for it.

XANDER
That wasn't really her. And Giles
wouldn't let her leave if she didn't
finish that, whatever, recovery
course.

DAWN
Right.

Buffy is silent. Xander and Dawn look at her.

DAWN (cont'd)
Right?

XANDER
What is it? Did Giles say something?

BUFFY
Just that, she kinda didn't finish.

DAWN
She didn't finish? She didn't finish
being not evil?

BUFFY
He said it was important for her to
come back early, and she's been doing
really well and we shouldn't worry.

XANDER
Guys. I've just noticed something...

BUFFY
What?

XANDER
Everyone's off the plane So...
where's Willow?

CLOSE ON. The clock. Oddly, it still says 9:24.

The same pan down as the family emerges into the gate area. The preteen boy drops his backpack and his sister trips over it.

FATHER
You kids stop acting up.

The girl swats at her brother.

CLOSE BEHIND THEM:

WILLOW follows, tentative and nervous, carrying her shoulder bag. She looks around. No one is here to meet her.

WILLOW
Welcome home, me.

In a WIDE SHOT, she trudges on, alone.

BLACK OUT.

END OF TEASER
Act One

EXT. CONSTRUCTION PIT - NIGHT

A TEEN BOY spray-paints graffiti on an unfinished ply-wood wall, He's writing one of those ornate swirly tagger names, let's say "MACK," though we'll probably only see parts of it.

The CAMERA IS BLOCKED MOMENTARILY by a figure moving fast from left to right.

The boy keeps painting, filling in the loopy black letters with red paint.

Something RUSTLES nearby. The dark figure moves in front of the lens again, right to left.

A sing-song voice whispers at him. It's soft at first, almost indistinguishable from the hiss of the spray can.

GNARL (O.S.)
All alone...

The BOY doesn't hear it, keeps painting.

CLOSE on a bony hand with cracked and filthy nails, an inch long and pointed.

The voice is louder this time, cracked and amused.

GNARL (cont'd; O.S.)
Are you frightened to be all alone?

The BOY tenses, looks around...

BOY'S P.O.V.: nothing there...

TEEN BOY
Hey! Someone there?

GNARL (O.S.)
The wind talks when you're alone.

TEEN BOY
You better clear out, whoever you are.

BOY'S P.O.V.

With a TEA-KETTLE SHRIEK, something dark lunges TOWARD CAMERA, blacking out the frame.

EXT. SUMMERS' HOME - FRONT PORCH - NIGHT

Willow stands on the front porch, waiting. Her suitcase and shoulder bag sit beside her. She rings the bell for what is clearly the second time. She gives up, picks up her luggage and trudges toward the side of the house.

INT. SUMMERS' HOME - KITCHEN / DINING ROOM / STAIRS - NIGHT

Willow enters through the back door into the lighted kitchen.

WILLOW
Hello?

Through the open door we see her luggage on the back porch. She leaves it there and closes the door behind her.

As she walks through the kitchen, we see the clock behind her. It shows 10:41.

WE STEADICAM with Willow out of the kitchen, through the darkened dining room, to the stairs, up the stairs... lonely... lonely.

OMITTED

INT. SUMMERS' HOME - JOYCE'S OLD ROOM - NIGHT

Willow stands small in the doorway to the room she used to share with Tara.

It's now Buffy's room. On the open door we can see a little hanging plaque that reads "Buffy."

Willow walks further in, looking around.

WILLOW'S P.O.V.: The room is full of Buffy's furniture, photographs... Some of Buffy's clothes are draped over the back of the desk chair.

There's a clock on the bedside table that reads 10:44.

Willow goes to the window through which Tara was shot. She touches the window pane. It's been replaced.

Willow picks up something off the desk: an address book. She opens it. On the first page it lists "FAMILY NUMBERS." Buffy has written in three phone numbers: "Buffy, work," "Xander's office" and "Dawn, cell." No room in the family for Willow.

The DOOR DOWNSTAIRS CLOSES: SLAM. Willow jumps and drops the address book. It falls to the floor with a THUMP.

Willow exits. We can hear her in the hallway:

WILLOW (O.S.)
Buffy?

INT. SUMMERS' HOME - ENTRYWAY - NIGHT

Willow comes down the stairs.

WILLOW
Dawn? Did I hear the door?

She pauses in the entryway. No one. She crosses into the living room and sits on the sofa. She leans her head back against the cushions. She closes her eyes.

She shifts to get more comfy, lying down.

INT. SUMMERS' HOME - ENTRYWAY / LIVING ROOM - NIGHT

A wall clock by the door reads 10:41. Buffy, Xander and Dawn enter in mid-conversation and continue to talk with the door open.

BUFFY
... absolutely said he put her on the
plane in London.

XANDER
So she got out in Chicago when they
stopped?

DAWN
She could have caught a flight
anywhere from there.

BUFFY
Or she doubled back, got off the
plane after Giles left, in London.

DAWN
If she's doing that, ducking Giles,
then she's evil, right?

XANDER
I avoided Giles tons of times and it
just meant I was lazy, not evil.

BUFFY
Well I hope you're right, because
defeating Lazy Willow, probably less
hard.

DAWN
We should check the messages, see if
she tried to reach us here.

BUFFY
Good idea.

As Buffy takes a step toward the dining room, Xander closes the door firmly.

Immediately after, they hear a THUMP from upstairs. (Willow dropping the address book.) Buffy freezes.

DAWN
What was that?

BUFFY
Upstairs.

The three of them head up the stairs. As they go:

XANDER
Willow? That you?

INT. SUMMERS' HOME - LIVTNG ROOM - LATER

Xander is sitting on the sofa. Dawn and Buffy join him there.

DAWN
She didn't leave a message.

BUFFY
I checked with Giles again too. He
hasn't heard from her.

XANDER
Is he throwing a tasteful British
wiggins?

BUFFY
With extra wig. I think he's blaming
himself pretty hard. Like, he
should've known she wasn't ready. I
kept telling him it wasn't his fault.
I mean, maybe it was something about
us she couldn't face...

XANDER
Like she didn't think we were ready
to forgive her. I get that.

DAWN
So Giles is blaming Giles and we're
blaming us. Is anyone gonna blame
Willow?

Xander and Buffy look at Dawn, shocked.

DAWN (cont'd)
Oh, don't give me shock-face. I
mean, what I want to know is, will
anyone around here ever ask for help
when they need it? Instead everyone
just keeps secrets, and suffers
alone, and then we're s'posed to be
all sympathetic when they start
ripping the skins off people or
dragging their sisters into the
basement!
(losing confidence)
I may have some stuff to work through.

BUFFY
Undoubtedly. But you do have a point.

DAWN
I thought I might.

BUFFY
If Willow's flipped out, it's her
bad. We can only be here for her so
much if she won't be; you know, here.

MOTION CONTROL SHOT as the camera tracks across them on the sofa...

DISSOLVE TO:

INT. SUMMERS' HOME - SAME TIME

Continuation of the MOTION CONTROL SHOT as the camera continues to track, only now it's Willow, lying on the sofa, asleep and alone.

CUT TO:

INT. SUMMERS' HOME - LIVING ROOM / ENTRYWAY - DAY

Morning light fills the room.

Willow still lies on the sofa; she spent the night there. She wakes up. She's clearly still alone in the house.

She stands up, stretches.

She reaches for the phone, studies it, hits speed-dial.

WILLOW
Yes, hello. I'm calling for Giles--
Mister Giles... Right... the Council
all day... No, I know he can't be
reached there. Thanks. Bye.

HIGH ANGLE as Willow hangs up and looks around the living room. She's small, small, small.

EXT. MAGIC BOX - DAY

HIGH ANGLE WIDE SHOT: Willow (still in yesterday's clothes) walks down the Sunnydale main street. There are few other people out.

Lower angle as she stops and looks at something.

REVERSE reveals she's looking at the damaged MAGIC BOX edifice. There are "CLOSED" and "CONDEMNED" signs on the front of the building.

ANYA emerges from the front door, with a box of damaged merchandise.

WILLOW
Anya!

Anya looks up, sees Willow. She takes three steps backwards, right back into the doorway. Willow comes running over.

WILLOW (cont'd)
Don't! Anya, don't run away!

ANYA
What are you doing here? I thought
you were with Giles studying how to
not kill people.

WILLOW
I just got back.

ANYA
And you're back 'cause you're all
better or you're back to bring about
a fiery apocalypse of death?

WILLOW
Neither. But I have been studying.
Working really hard. I'm going to be
fine.

ANYA
Oh good, because I remember the last
time you said that. I've spent a lot
of the time since then cleaning the
debris out of my ex-livelihood, stuff
like that.

WILLOW
I want to help any way I can with
that. I feel really responsible.

ANYA
You feel really responsible?! You
are really responsible! You broke my
store! Plus, you killed two people.

WILLOW
I know I hurt you. And everyone.
I'm sorry.

ANYA
Here's a little something you should
know about Vengeance Demons. We
don't groove with the "sorry." We
prefer the "Oh God, please stop
hitting me with my own rib-bones!"

WILLOW
Go on. Say whatever you want. Rib-
bones and so forth. I deserve it.

ANYA
And you won't mind?

WILLOW
No.

ANYA
Well then that's no fun!

WILLOW
Sorry.

Anya comes out of the doorway. She puts down her box and she and Willow sit on the curb.

They sit in silence for a beat. Willow looks idly through the box of damaged goods.

WILLOW (cont'd)
(super casual)
So, um, where is everybody these days?

ANYA
Well, I'm back in my own apartment.
And of course vengeance takes me all
over the world. I was in Brazil
yesterday. They love their soccer.

WILLOW
And... the others? Dawn and Xander
and Buffy? Do you know where they
are?

ANYA
You haven't seen them?

WILLOW
Not so much.

ANYA
Huh, guess they're still mad at you.
They've been a little temperamental
lately, just between you and me. We
had a bit of a mix-up a few days ago-

WILLOW
(not listening)
That sounds great. So where do you
think they'd be?

ANYA
Oh, at the new high school, probably.
Everyone's all about the high school
right now. Buffy's got some kind of
job helping junior deviants. Spike
is insane in the basement, and
Xander's doing construction there on
the gym.

WILLOW
Spike's what in the whatment?

ANYA
Insane, base. And Xander does
construction. He likes to start
early so he's probably there by now.

EXT. SCHOOL GROUNDS - DAY

We now see that the pit we saw earlier is next to the school, this will be the new gym that Xander is working on.

Willow approaches the deserted site.

WILLOW
Xander?

She reaches the edge of the pit. A ladder protrudes over the edge.

WILLOW (cont'd)
Xander, you down there?

She climbs down the ladder into the pit.

INT. CONSTRUCTION PIT - DAY - CONTINUING

Willow steps off the ladder. She turns to see...

THE DEAD BODY OF THE TEEN BOY from earlier. His spray cans and bloody torn clothes are scattered. He has been FLAYED. Willow gasps off-screen.

PAN UP FROM THE BODY and we find Xander and Buffy standing alone looking at the body. (No Willow) The bottom of the ladder is visible behind them.

Xander looks a little nauseated.

BUFFY
No skin.

XANDER
Tough to look at.

BUFFY
And yet my eyes refuse to look away.
Stupid eyes.

XANDER
I found it first thing this morning.
I gave my crew the day off, called
you right away.

BUFFY
I gotta find a job where I'm not the
one called right away for this stuff.

SFX: footsteps climbing the ladder.

Xander turns to look at the ladder.

ANGLE ON: The ladder.

WILLOW IS CLIMBING BACK UP THE LADDER. She's stumbling and shaking and streaked with tears.

HEAD CONTROL PAN BACK TO BUFFY AND XANDER

Xander, dismissing the footsteps, is turning back to face the body. He's responding to a Buffy line we didn't hear:

XANDER
Yeah, I know exactly what you're
thinking. Maybe Willow is back.

END OF ACT ONE
Act Two

EXT. CONSTRUCTION PIT - DAY - CONTINUING

Buffy is on the ladder, a few steps up. Xander is still on the ground. She stops climbing when he says:

XANDER
Can I take it back?

BUFFY
Take what back?

XANDER
Saying it's her. Buffy, I can't let
it be her. Because that would
mean... what would it mean?

BUFFY
It would mean we lost her again.

XANDER
I don't want that. I don't want us
to lose her. I don't want her to be
lost.

INT. HIGH SCHOOL HALLWAY - DAY

Willow, in shock from finding the body, walks shakily through a hallway crowded with STUDENTS. It's between classes and everyone is hurrying.

A BELL RINGS and the crowd starts to thin as students find their next classes. Willow keeps walking and soon...

She's walking alone.

INT. HIGH SCHOOL BASEMENT - DAY

Willow, still freaked out and trembling, has made her way to the basement. Even though it's day, it's dark down here.

She walks carefully, approaching a corner. Slows down, takes a breath..

Turns a corner. Nothing there. She sighs with relief.

And SOMETHING LUNGES AT HER.

WILLOW
Ahh!

It's SPIKE. He's dirty-looking, rumpled, scorched from his cross-hug last week. Especially raving and angry.

SPIKE
(accusing)
Out! This is my place! You need
permission to be here. You need a
special slip with a stamp!

WILLOW
Spike! My... God, Spike. Anya said--
What happened to you?

SPIKE
Can't you see? Read it on my face.
LOOK!

WILLOW
I don't--

Spike is still angry...

SPIKE
You go off and try to wall up the bad
spots, put your heart back in where
it fell out, and you call yourself
finished, but you're not. You're
worse than ever, you are.

Willow, already shaken, steps back, alarmed. Spike, suddenly calm now, seems interested in another part of the empty room.

SPIKE (cont'd)
You went away.

WILLOW
I did. I needed to go. But I'm back
and I just found... there's a body...

SPIKE
Tragedy.
(interested)
Is there blood?

WILLOW
Um, yeah. And I can't find Buffy or
Xander or Dawn and now there's
something killing people. The victim
was skinned. What would do that?

SPIKE
(into air)
Didn't see it, never saw it. Didn't
say I did.
(then, directly at
her)
You did it once. I heard about it.

WILLOW
Anything other than... other than me?

SPIKE
Lots of things like skin. I mean,
who doesn't like skin?

WILLOW
What kinds of things? I have to
know. Is there anything else that
could have done this?

Spike is looking off at nothing.

SPIKE
Look at you, glowing. What's a word
means glowing? Gotta rhyme.

WILLOW
Spike?

Spike crumples in the face of whatever he's seeing, cowers from an unseen threat.

SPIKE
I should hide, hide from you. Hide
my face. You know what I did.

WILLOW
What you did? You didn't do this.
(then)
Did you?

SPIKE
Not the time. Not the time. Prob'ly
better left unsaid anyway. Unsaid
things grow healthy in the dark,
little tadpoles...
(realizing)
Everyone's talking to me, no one's
talking to each other.

WILLOW
Please, try to listen to me...

SPIKE
Someone isn't here. Button, button,
who's got the button? My money's on
the witch. Red is a bad girl. They
made her go away, you know. She told
me. Shh.

WILLOW
Spike. I'm... I'm sorry about
whatever... but I think I should go.

She starts to walk away. She gets a few steps before he says:

SPIKE
They think you did it.

Willow turns to look at him.

SPIKE (cont'd)
The Slayer and her boy. They think
you took the skin.

INT. HIGH SCHOOL BASEMENT - DAY

Xander and Buffy make their way through the maze of the basement.

XANDER
You can't use the blueprints to find
your way around, down here. Seems
like the walls move or something...

BUFFY
I think I hear him.

Xander takes them around a corner. And there's Spike, having a conversation with the air. As we watch this conversation we will realize it's the same one we just saw, only now we can't see Willow.

SPIKE
...and you call yourself finished,
but you're not. You're worse than
ever, you are.

BUFFY
Spike. Spike.

SPIKE
(to Buffy)
You went away.

BUFFY
Yeah. You scared me a little, in the
church. I'm... I had to think. I
didn't know what to think.

XANDER
We're here for a reason, Spike.

SPIKE
Tragedy.
(interested)
Is there blood?

XANDER
He knows. He must have seen the body.

SPIKE
Didn't see it. Never saw it. Din't
say I did.
(then to the air)
You did it once. I heard about it.

BUFFY
We need to know who did it. Who
skinned the boy out there?

XANDER
Did you hear anything or see anything?

SPIKE
Lots of things like skin. I mean,
who doesn't like skin?

Spike stares at Buffy

SPIKE (cont'd)
Look at you, glowin'. What's a word
means glowing? Gotta rhyme.

BUFFY
Spike, please...

SPIKE
I should hide, hide from you. Hide
my face. You know what I did.

XANDER
Boy, he's extra useful today...

BUFFY
This isn't the time.

SPIKE
Not the time. Not the time. Prob'ly
better left unsaid anyway. Unsaid
things grow healthy in the dark,
little tadpoles...
(realizing)
Everyone's talking to me, no one's
talking to each other.

BUFFY
(to Xander)
We might as well go.

SPIKE
Someone isn't here. Button, button,
who's got the button? My money's on
the witch. Red is a bad girl. They
made her go away, you know. She told
me. Shh.

Buffy and Xander exchange a look.

BUFFY
Willow. He's talking about Willow.

XANDER
And that means something because he's
chock-full-o-sanity.

BUFFY
Well, it doesn't exactly make it less
likely. Maybe he saw her.

SPIKE
(into the air)
They think you did it. The Slayer
and her boy. They think you took the
skin.

BUFFY
Spike, is there something here?
Something that killed?

XANDER
"Her boy"? I'm "her boy"?

SPIKE
I have to go. There's things here
without permission and I have to
check their slips, make sure they
have authorization.

And Spike shuffles off around a corner. Buffy and Xander look at each other.

XANDER
It means nothing. Right? He
mentioned Willow and it means nothing.

BUFFY
(grim)
Right. He also mentioned tadpoles.
We're not going to jump to
conclusions about those either, one
way or the other.

She turns and walks away. He follows. As they go:

XANDER
Wait. We are considering tadpoles?

INT. ANYA'S APARTMENT - DAY

Anya is in her sparse studio apartment. She sits at a table, sorting through a pile of damaged merchandise.

She looks sadly at a collection of six cracked talismans.

ANYA
Well, there's six poltergeists set
free to terrorize, with no one making
a penny of profit.

There's an urgent POUNDING ON THE DOOR. She hurries to answer it.

ANYA (cont'd)
All right! Keep your underpants on!

She opens the door revealing Willow.

WILLOW
I need help.

ANYA
I don't have any money.

WILLOW
I don't want money!

Anya steps aside, motions Willow in with forced joviality.

ANYA
Come in! Enjoy my personal space!

WILLOW
I found a dead body near the high
school.

ANYA
Yes, that can happen.

WILLOW
Something horrible killed a boy,
Anya. Took his skin off.

After a beat:

ANYA
Was it you?

WILLOW
Was it you?

WILLOW
No!
ANYA
No!

ANYA
With the skin thing, they're
definitely going to think it was you.
Buffy is, anyway.

WILLOW
Yeah. Maybe she already does. I
don't know. I just... I need to find
whatever really did it. Because I
need to do something right.

ANYA
And so they'll see it wasn't you,
right? I mean, that has to be part
of it. Maybe you're even thinking,
you kill this thing, they never even
have to know about it, don't have to
suspect you even for a minute?

Willow is thrown.

WILLOW
I... I don't.. when did you get all
insightful?

ANYA
I'm surprisingly sensitive.

WILLOW
So... will you help me?

ANYA
Is it difficult or time-consuming?

TIME CUT TO:

INT. ANYA'S APARTMENT - DAY - LATER

The blinds are down, candles are lit, the floor is cleared. Anya and Willow sit on the floor, facing each other. An open map of Sunnydale lies between them.

ANYA
This isn't gonna get all sexy, is it?

WILLOW
I'd be shocked. Okay. You have your
powder?

ANYA
Oh, I ate that.
(off Willow's look)
I have it.

WILLOW
We scatter it over the map, and
everywhere there's a demon, it makes
a little light.

ANYA
How pretty! Will it hurt the carpet?

WILLOW
No.

Willow closes her eyes, prepares herself...

WILLOW (cont'd)
Okay... scatter!

They scatter the powder. Little white lights glow across the map. Some singly, others in groups. There is one very bright concentration.

Anya and Willow's faces are lit by the white light.

ANYA / WILLOW
Oooo.

Anya points at one single light.

ANYA
Hey look! That's me!

Anya waves at the tiny light.

ANYA (cont'd)
Hellooo!
(then)
What's that huge clump?

Willow is studying the map, figuring...

WILLOW
The high school. It's all
Hellmouthy underneath.

ANYA
Yeah, things are stirred up lately.
(noticing)
Is it... is it getting brighter?

WILLOW
Smoke!

Sure enough, a curl of smoke is peeling off the Hellmouth light-cluster. With a little WHOOSH it BURSTS INTO FLAME.

They both jump to their feet. Willow stomps out the fire.

ANYA
Okay, remember our talk about the
carpet?

Willow picks up the map. Next to the charred hole left where the high school was is a smaller charred pinprick of a hole.

WILLOW
That could be it. It's strong. It's
near the body, and it's by itself.
Hiding in the woods, or a cave -
couple good caves 'round there...

ANYA
I don't know, seems kinda thin to me.

WILLOW
That's why you teleport over there
real quick like a bunn- - real quick,
and see if I'm right.

ANYA
Nope. Sorry. You damaged my carpet.

WILLOW
Anya! It would take, like, a
millisecond.

ANYA
I won't. Also. I can't.

WILLOW
You're a Vengeance Demon. Teleport.

ANYA
Well, see... turns out, teleporting
isn't a right, it's a privilege. I
withdrew a vengeance spell last week
and this is my punishment. I can
only teleport for official business.
I have to file a flight plan and
everything.

WILLOW
Wow. I'm sorry. That must be hard.

ANYA
Yeah, it bites a pretty big one. And
the vengeance itself, it's not as...
not as fulfilling as I remember.

WILLOW
Really? Because I got the impression
you enjoyed, you know, inflicting.

ANYA
Well, see, causing pain sounds really
cool, I know, but it turns out, it's
really upsetting. It didn't used to
be, but now it is.

WILLOW
Is it like, you're scared of losing
that feeling again, and having it be
okay to hurt people and then you're
not in charge of the power anymore
because it's in charge of you?

ANYA
Wow, that was really overdramatically
stated, but yeah, that's it.

WILLOW
I get it. Believe me.

Anya looks at Willow. Seeing the parallel. Finding it within herself to feel compassion.

ANYA
(struggles with
herself, then)
I'm sorry, Willow. I wish it was
better for you.

WILLOW
You too.

ANYA
It did get a little sexy, didn't it?

WILLOW
(changing subject)
I have to go find this monster.

Willow collects her charred map, heads toward the door. Anya calls her back.

ANYA
Hey, Willow? Isn't there another
spell? I mean, you're trying to find
Buffy and Xander. Couldn't we use a
spell to do that?

WILLOW
I did. I tried. But something went
gaflooey and it didn't work.

ANYA
What did it say?

WILLOW
It said they don't exist.

Willow turns and exits. Anya looks after her.

INT. SUMMERS' HOME - LIVING ROOM - DAY

It's late afternoon and Buffy, Xander and Dawn are using the other (non-sofa) end of the living room as a research center. It's got a table, books and computer.

Dawn is at the computer. Xander and Buffy flip through books.

DAWN
I looked up demons that "skin" their
victims and demons that "flay" their
victims. Because, you know, same
thing. There's a ton of prospects.

XANDER
Spike may have gone to the land of
the twirly hand gesture next to the
temple, but he was right. Everybody
likes skin.

DAWN
Anything else gone? Eyeballs or
toenails or viscera? That's guts.

BUFFY
(to Xander)
She knows about viscera. Makes you
proud.

XANDER
(to Dawn)
Just skin.

DAWN
Okay, I'll work on that.

Buffy closes her book and goes to the weapons chest. She starts looking at her blades and bows. Xander crosses over to her. He crouches next to her.

XANDER
What's up?

BUFFY
I need to do something. And I just,
I have this feeling in my gut...

XANDER
In your viscera.

BUFFY
(ignoring him)
...that we already know exactly who
did this. And that all this work,
it's just us trying to talk ourselves
into thinking Willow's all right.

XANDER
She is all right.

BUFFY
See?

DAWN (O.S.)
Hey! Guys! I got a good one.

Buffy gives Xander a resigned look, she has to go through the motions, then the two of them go over to Dawn.

DAWN
Demon called Gnarl, with a 'g' . He's
a parasite with these nasty long
fingernails. He secretes something
through them and he uses that to
paralyze his victims. Then he cuts
strips of skin off while they're
still alive. He starts in the
middle, like belly-button-centric,
and works out. It takes hours.

XANDER
We didn't find any strips of skin.
Which, by the way, ghhhuh.

DAWN
You wouldn't. He eats 'em. That's
why he's a parasite. That's, like,
his natural food.

XANDER
Bleah gukguk yeee.

BUFFY
I don't know, Dawn. You're new at
this, and I get why you're proud of
finding this, but I don't see why
this guy is any more likely than all
the others.

DAWN
Cuz you guys never said "pool of
blood."

BUFFY
What?

DAWN
You get your skin ripped off,
normally you'd end up in a pool of
blood. You never mentioned one.

BUFFY
There were lots of spatters, no pool.

DAWN
Then it's this guy! He laps up the
blood. You could say it's like, his
natural beverage.

XANDER
(to Dawn)
You're terrifying.

BUFFY
Dawn? How come you're so okay with
this? With the blood and the strips
of skin...

DAWN
It just feels different now. Like if
I'm doing the research I've got some
control over it.

BUFFY
Well, you are very alarming and also
helpful. Thank you.

Dawn beams.

DAWN
Now if we just knew how to find this
thing.

XANDER
We could ask around at Willy's Place--

BUFFY
Or we could be smart. Sorry, Xander.

Xander's not clear on what the insult was...

XANDER
What?

BUFFY
Whoever did this, they had to get
blood on them. And they'd leave a
trail...

DAWN
Right, minute traces of blood.

BUFFY
And we have a way to track it.

DAWN
We have a...? Oh. I get it.

XANDER
What? How? What's going on?

EXT. WOODS - NIGHT

Spike wanders, stumbling, through the woods. He mumbles to himself:

SPIKE
William's a good boy. Carries the
water, carries the sin. It's
supposed to yet easier, in'it? It's
s'posed to help to help. 'Cept it
doesn't. And it's still so heavy...

Spike passes out of frame. A moment later, Buffy, Xander and Dawn enter it, following him. They have to move quickly to keep up. They're each armed with a crossbow or a sword.

XANDER
We should've put him on a leash.

BUFFY
Yeah, let's tie ourselves to the
crazy vampire!

XANDER
Really think it's working?

BUFFY
It's pretty easy. Spike follows the
exciting smell of blood. We follow
the fairly ripe smell of Spike.

DAWN
It's smellementary!
(ignoring their looks)
Also, I bet there's tons of stuff
like this, procedures we can use that
don't involve magic spells, just good
solid detective work. Like, we could
develop a database of tooth-
impressions and demon skin samples.
And I could wear high heels more.

BUFFY
Wow, that was so close to being
empowered.

DAWN
Well, everyone wants a slender ankle.

XANDER
Oof.

Xander has run into the back of Spike, who has stopped still.

SPIKE
This is it. End of the line,
everyone off.
(to Xander, intensely)
Keep your ticket. You'll need that.

BUFFY
This is a rock cliff.

Sure enough, about ten feet in front of Spike is the base of a shear rock cliff.

XANDER
Hey, Buffy, give him a break. Maybe
it's a vicious skin-eating rock cliff.

Spike gives Xander a disgusted look.

SPIKE
'S got a cave in it. Look.

ANGLE ON: a small natural opening in the base of the cliff. Only a couple feet high.

SPIKE (cont'd)
(to Buffy, re: Xander)
I'm insane. What's his excuse?

And Spike walks away, leaving them there.

EXT./INT. GNARL'S LAIR - NIGHT

Willow is at the same cave entrance. She hesitates for a second. Then she crawls into the opening.

She looks around. Something skitters and mutters at the edges of her vision.

GNARL
All alone...

EXT./INT. GNARL'S LAIR - NIGHT

Buffy, Xander and Dawn are where we left them outside the cave entrance.

DAWN
Do we just, you know... crawl in?

XANDER
I guess Buffy goes in first.

BUFFY
It's hard to protect yourself, going
in head-first like that.

XANDER
That's why I figure, Slayer goes
first.

BUFFY
Yay for being the strong one. It's
so much fun.

Buffy enters the cave, cautiously crawling through the small entrance. Inside, the cave is large, stand-up-in-able, and she helps Xander through, then Dawn.

XANDER
Dark and dank. I was hoping it would
be dark and dank--

BUFFY
Shh. Listen.

They hear something moving.

BUFFY (cont'd)
You hear that?

XANDER
I don't... yeah. Now I do.

DAWN
Something's moving in here.

BUFFY
Guess we're in the right place.

INT. GNARL'S LAIR - DEEPER INSIDE THE CAVE - NIGHT

Willow walks on, increasingly frightened. She looks around, reacting to skittery noises all around her.

GNARL (O.S.)
Look at the shorn lamb. See how it
trembles. Is it the cold wind?

A SHADOW jumps across the wall behind her.

GNARL (cont'd; O.S.)
Or is it that the flock is nowhere to
be seen?

INT. GNARL'S LAIR - NIGHT - CONTINUOUS

Buffy, Xander and Dawn are still looking around.

GNARL (O.S.)
Poor little lamb, all alone...

DAWN
You guys hear that, right?

XANDER
Yep.

BUFFY
It's echoing around. He sounds
close, guys but he's way at the
other--

GNARL LEAPS OUT AND SLASHES AT DAWN. He's making that TEA- KETTLE sound again.

This is our first real look at him, and it's quick. Ideally, it's an impression of a small, thin naked body with spindly arms and legs and a pointy little face with sharpened brown teeth.

Dawn screams.

Gnarl leaps up out of frame vertically.

XANDER
Where'd he go?

BUFFY
Dawn, you okay?

Dawn is standing with her arms crossed over her midsection. She has a confused and blank look on her face.

DAWN
I... I guess... so.

She uncrosses her arms revealing an eight-inch-long slash across her stomach. A seeping, bloody cut is visible.

Buffy and Xander stare at it.

DAWN (cont'd)
I feel kinda... I... can't...

Dawn lifts her arm, slowly...

BUFFY
Dawn!
(to Xander)
We gotta get her out of here.

Xander and Buffy scoop up Dawn, carry her between them. The three of them head for the exit in a semi-panic.

BUFFY (cont'd)
We can't deal with him now. Seal him
in!

GNARL'S LAIR - DEEPER INSIDE THE CAVE - NIGHT

Willow, hearing all the commotion...

WILLOW
What's going on? Who's here?

She sprints back toward the entrance. As she runs we hear Gnarl's creepy laughter

She gets back to the front of the cave just in time to see a big rock closing off the small opening.

WILLOW (cont'd)
NO! Stop!

She's trapped. She looks around her, terrified, listening to the laughter.

END OF ACT TWO

Act Three

INT. GNARL'S LAIR - NIGHT

Willow stands in the cave. Behind her we see the closed-off entrance. She looks around her, frightened, reacting to the SKITTERY NOISES and falling pebbles caused by Gnarl.

GNARL (O.S.)
No way out now. No way out.

WILLOW
Protect me, Goddess. In thy name I
supplicate myself. Take the powers
from my enemy and lay him lower than
the lowest field--

A high thin piercing laugh comes out of nowhere.

GNARL (O.S.)
Gnarl loves spells. He keeps them as
pets. They love him and they leave
him alone.

She gets down on the ground, tries to push the rock free and escape. She can't move it. She stands up and announces:

WILLOW
Maybe you're immune to magic, but I
got more than that! You wanna fight?

A dark shadow shifts in a corner:

GNARL (O.S.)
Your friends left you here. No one
comes to save you. They wanted me to
have you.

ON WILLOW'S FACE. Her brave front starts to slip.

EXT. WOODS - NIGHT

Xander and Buffy move as fast as they can, carrying paralyzed Dawn between them. (Dawn isn't stiff like a hoard, but she isn't limp either, and she can't move on her own.)

BUFFY
The computer. The thing Dawn was
reading may have an antidote for the
paralysis.

DAWN
Bffy?

BUFFY
What?

DAWN
M rily srry.

BUFFY
That's okay.

XANDER
You couldn't help it. It had
paralyzing fingernails.

BUFFY
Just like you said it would... so
good on you.

DAWN
Wnted t' be hffl.

XANDER
Heffel?

BUFFY
Helpful. You were helpful.

DAWN
M so emb'rffed.

XANDER
There's no need to be embarrassed.

A GROUP OF (5 or 6) KIDS DAWN'S AGE pass going the other way. They stare.

BUFFY
(lamely)
Right. No need for that.

DAWN
Thoz kds? D'ey see me? Tell'my drnk.

BUFFY
What?! I'm not going to tell them
you're drunk! For God's sake, Dawn.

And they move on...

INT. GNARL'S LAIR - NIGHT

Willow backs up, away from the relentless voice. She still can't see who's taunting her.

GNARL (O.S.)
Did they leave you as a gifty for me?
Are you a tasty little gifty?

WILLOW
Stop it.

GNARL (O.S.)
Or did they just throw you away?

Willow has backed herself up against the wall.

WILLOW
Were they here? Were my friends
really here? I heard something--

Gnarl lunges at her, SHRIEKING, like he did at Dawn, and slashes her across the middle.

Willow, one hand over the cut across her stomach, collapses back against the wall and sinks helplessly to the ground.

GNARL (O.S.)
They were here. Here they were. And
there they went. Gone all gone, what
a pretty song. They sealed you in
with me. I think you're a gifty.
Which means they either hate you...

CLOSE ON: One of Gnarl's spidery hands as it closes over her tennis shoe and pulls hard.

Willow slides down roughly until she's flat on her back.

GNARL (cont'd; O.S.)
...Or they love me. I love a gifty.
Can't wait to unwrap it.

Gnarl pulls himself up onto her. He sits astride her, hunched like a vulture. He sniffs the cut on her stomach.

INT. SUMMERS' HOME - ENTRYWAY / LIVING ROOM - NIGHT

We're looking at the open front door from the inside.

Dawn's feet appear first, coming in horizontally about four feet off the ground. She's face down. Buffy and Xander carry her in, then try to manage the turn into the living room.

BUFFY
Watch her head, watch her head.

DAWN
Wtch my hd, wtch my hd.

BUFFY
Sofa.

They get her to the sofa, start to lower her.

DAWN
Fce up! Fce up!

XANDER
She's right Face up is better.

It's awkward, but Buffy and Xander get Dawn positioned face up on the sofa. Xander sits down on the floor by Dawn. Buffy hurries to the computer.

BUFFY
(typing)
I'm looking for the page with the
info on this thing... see if there's
an antidote.

XANDER
(to Dawn)
It's going to be all right. We'll
get you fixed up. You'll be doing
the limbo in no time.

DAWN
Azapol.

XANDER
No, not as the pole. I promise.

Buffy is poking frantically at the keyboard.

BUFFY
I can't find the right... okay...
(fast, run-together)
Gnarl blah blah skin blah blah
yuck... got it. It says the
paralysis is permanent.

DAWN
Sht.

BUFFY
No. Wait. Permanent 'til the
creature dies. Sorry.

DAWN
(disgusted)
Pfft.

BUFFY
We have to go back.

XANDER
We can't leave her alone like this.
What if she vomits?

DAWN
Yk! I wont vomt!

BUFFY
Do you think she'd vomit?

DAWN
Stp tkinq abt vomt!

BUFFY
We'll call Anya. She'll stay with
her.

XANDER
Right! She'll love to be called for
vomit watch.

DAWN
Plees, stp tking abt vomt.

INT. GNARL'S LAIR - NIGHT

Gnarl still crouches, drooling, over Willow.

CLOSE ON: her stomach, as he makes a long, barely-bleeding, scalpel-like cut across it with his fingernail.

GNARL
Gnarl makes a pretty picture.

He makes another line, parallel to the first.

GNARL (cont'd)
It's easy when you know how. It's
easy when everyone helps. They
helped me. Too bad there's no one to
help you...

ON: Willow's face as we hear the tearing of her skin.

ANYA (V.O.)
I bet she's dying.

INT. SUMMERS' HOME LIVING ROOM - NIGHT

Anya is looking down at Dawn, who is still stretched out on her back on the sofa. Buffy is pulling weapons out, testing them, strapping them onto her and Xander

DAWN
(indignant)
-Nmp!

BUFFY
She's not dying. She's just
paralyzed.

ANYA
Paralyzed how?

XANDER
Paralyzed how? In the not moving way.

ANYA
Oh, there's lots of different ways.
Did you try this?

Anya abruptly lifts Dawn's feet up into the air, bending Dawn at the waist.

BUFFY
Hey!

DAWN
Hey!

Anya lets go of the feet and they stay there.

XANDER
(to Dawn)
Oh! You're posable!

BUFFY
She's posable?

ANYA
It's a common variety. Watch this.

She rotates Dawn so she's sitting on the sofa, feet sticking straight out in front of her.

ANYA (cont'd)
Neat as you please. Hardly need to
undo her.

Anya opens a can of salted nuts, starts eating.

DAWN
Ys oo do!

BUFFY
Where'd you get those nuts?

ANYA
Brazil. No need to thank me for
sitting with her, by the way. I'm
feeling very benevolent today.
Helping Willow, helping you. Might
just call it even for that worm thing
last week?

BUFFY
I don't think-- You saw Willow?

ANYA
She's looking for you guys, by the
way. Decided you might be out in
some cave.. . sounded pretty tenuous
to me.

DAWN
Cv?

BUFFY
Listen. This is important. Did she
go to the cave
?

ANYA
Oh yeah. Last time I saw her, that's
where she was headed.
(re: Dawn)
You want me to make her salute? It'd
be damn cute.

DAWN GROWLS AT ANYA (yes, actually growls).

BUFFY
Xander, she could be there. Willow
could be trapped with the Gnarl.

ANYA
It's not "the Gnarl," it's just
"Gnarl." Whoa. Wouldn't it be
tragic if you were here having this
kind of silly time with your
comically paralyzed sister while
Willow was dying?

Buffy and Xander exchange a frightened look.

BUFFY
This monster, Gnarl, you know stuff
about him?

ANYA
Sure.

BUFFY
You're coming with us.

Buffy and Xander head for the door, pulling Anya with them.

Dawn is left, alone in frame, bent awkwardly onto the sofa.

Buffy runs back into frame, puts the TV remote in Dawn's hand.

INT. GNARL'S LAIR - NIGHT

Gnarl feeds. We hear the lapping of his wet mouth. Tears have streaked down Willow's face.

WILLOW
(barely able to
whisper)
They... wouldn't leave... they'll
return...

Gnarl's mouth is red with blood.

GNARL
They don't want you. Lock you in,
nice white skin... and if they come
back, where will they find you?
Inside me, you'll already be.

He digs his fingers under a strip of skin.

GNARL (cont'd)
Lovely...

And we see Willow's face as we hear it RIPPED off.

END OF ACT THREE
Act Four

EXT. WOODS - NIGHT

Buffy, Xander and Anya on the run back to the cave. Anya is having a hard time keeping up.

XANDER
Anya! You've got to keep up!

ANYA
I'm out of shape! I've been
teleporting for months!

BUFFY
Hurry!

INT. GNARL'S LAIR - WILLOW-VISIBLE - NIGHT

Gnarl astride Willow, eating her middle. She's paralyzed, but she can cry and she can manage:

WILLOW
No. No. No.

Then, suddenly, Gnarl turns his head and hisses. Willow can't move her head, but she moves her eyes, trying to see what he's reacting to.

Suddenly he jumps off her, reacting to something unseen. (It's Buffy.)

INT. GNARL'S LAIR - BUFFY-VISIBLE - NIGHT

Now we, the audience, see Buffy, but not Willow. Buffy, holding a sharp 5-inch knife, is in mid-motion, swinging at Gnarl.

Xander tries to catch him, but he ducks away and disappears off into the shadows in the corner. Buffy stands and calls after Gnarl.

BUFFY
Where is Willow? What did you do to
her?

ANYA
She's right there. Don't you see
her? She's hurt!

Anya points.

XANDER
What? Where?

Buffy is peering into the shadows. Nothing moves there. Anya watches.

ANYA
He's tucked way up in the rocks. You
may not see him again.

Xander feels around the floor where Anya indicated Willow.

XANDER
There's nothing here.

Anya looks at what he's doing.

ANYA
Your hand. It's going right through
her!

Xander yanks his hand back, startled.

ANYA (cont'd)
What's going on?

BUFFY
(still scanning the
shadows)
I don't know. But I'm starting to
get why we haven't seen her.

XANDER
Because we haven't seen her.

Buffy gives up on the shadows, turns toward Xander and Anya.

BUFFY
I'm getting the feeling that whatever
caused this invisibility thing or
whatever, it's a whole separate issue
from this skin-eating mon--

ANYA
Behind you!

It's too late. Gnarl is on Buffy, SHRIEKING and SLASHING. Buffy leaps back. Her top is slashed.

On Buffy as she looks at her tummy. He didn't get skin.

He keeps striking at her, slashing with the fingernails of both hands. Buffy keeps having to jump out of the way.

ANYA (cont'd)
Remember what I told you! Get him in
the eyes!

INT. GNARL'S LAIR - WILLOW-VISIBLE - NIGHT

Anya goes to Willow's side. The sounds of the fight continue, although they're a little distance away.

ANYA
Willow, I'm here. Wow, you're really
hurt.

WILLOW
Wht's gng on?

ANYA
Buffy's fighting him, over there.
See? If they get too close I'll have
to run.

ANGLE ON: The fight. Gnarl battles unseen Buffy.

WILLOW
I... I dn't see...

ANYA
But they're here. Buffy and Xander.

Willow starts crying...

WILLOW
Someone came. Zey din't leav me.

ANYA
No one left you. They can't see you.

WILLOW
Zr here, zr here. Nt alone...

Anya glances again at the wound, blanches.

ANYA
(you're gonna die)
Good, you're doing good.

INT. GNARL'S LAIR - BUFFY-VISIBLE - NIGHT

Buffy is trying to stab at Gnarl's eyes, and he is trying to slash her with his fingernails.

Buffy lunges with her blade, driving at his eyes. He laugh- shrieks and skips back.

XANDER
He's too fast!

Buffy lunges again. He leaps straight up out of frame and DROPS DOWN BEHIND HER. She spins, a beat too late.

XANDER (cont'd)
Watch out!

Gnarl is slashing at Buffy again, and she drops into a crouch to avoid him.

While she's down, she STABS HIM THROUGH THE FOOT.

Gnarl shrieks and tries to move, but the blade has him pinned to the ground. He pivots helplessly.

XANDER (cont'd)
His eyes! But you don't have the--

Buffy grabs his head and DRIVES HER THUMBS into his eyes. Gnarl collapses, dead.

XANDER (cont'd)
Ew. Ew. Thumbs. I can't believe
you did that!

INT. GNARL'S LAIR - WILLOW-VISIBLE - NIGHT

WILLOW AND ANYA

Where we left them.

ANYA
(to Willow)
Buffy killed him. It was gross.

WILLOW
I can move...

The pain hits her...

WILLOW (cont'd)
Oh!

INT. SUMMERS' HOME - LIVING ROOM - NIGHT

Dawn, simultaneously freed from paralysis, falls off the sofa out of frame.

DAWN (O.S.)
Ow!

INT. GNARL'S LAIR - BUFFY-VISIBLE - NIGHT

Dead Gnarl lies on the floor of the cave. Nearby, Buffy and Xander are trying to gather around the invisible, insubstantial Willow. Anya stands over them.

BUFFY
Willow? Are you here?

XANDER
Where is she? Is she alive?

ANYA
She's right there... okay... back
off, you're kind of kneeling in her.

BUFFY
Willow?

ANYA
She's hurt really bad, you guys.
I'll go get help.

Anya runs out. Xander and Buffy gather around Willow.

XANDER
I think she's sort of... here-ish.

BUFFY
Willow? Willow, I can't see you,
but... But I'm so glad you're back,
and...
(welling up)
I don't know how badly you're hurt...

The ground where Willow is starts to SHIMMER, as if with distorting heat waves.

XANDER
What's happening?

Buffy and Xander draw back a little.

Willow FADES IN, her voice fading in with her. She's crying with relief and pain.

WILLOW
...couldn't find you and I looked
everywhere... And the monster said
you left me... Oh! There you are!
There you are!

Buffy and Xander aren't looking at her face, though. They're staring in horror at her injuries. They pull back.

WILLOW (cont'd)
Don't go away!

XANDER
We're not going away. Oh, god.

BUFFY
Willow, it's okay. You'll be okay.

WILLOW
(smiling)
I know! You're here!

INT. SUMMERS' HOME - HALL/BUFFY'S OLD ROOM - DAY

Buffy walks down the hall toward her old room. She enters...

This is clearly Willow's room now. Willow sits on the bed, cross-legged, eyes closed. She's bandaged from ribs to hips.

Buffy enters, realizes she's intruding, and turns to leave. Willow, her eyes still closed:

WILLOW
Buffy.

Buffy turns back. Willow opens her eyes.

BUFFY
I didn't mean-- Sorry to interrupt.

WILLOW
That's all I had left in me anyway.

Buffy sits at the foot of the bed.

BUFFY
Didn't realize meditating was such
hard work.

WILLOW
I'm healing. Growing new skin.

BUFFY
That-- Wow. This is magic, right?
When most people meditate they don't
get extra skin, do they? Cuz Clem
should, like, cut back.

WILLOW
It's magic. I'm drawing power from
the earth to heal myself.

BUFFY
We're on the second floor.

WILLOW
Ultimately, everything is part of the
earth. The bed, the air, us.

BUFFY
Huh. Explains why my fingernails get
dirty even when I don't do anything.

WILLOW
Plus you stuck your thumbs in a demon.

BUFFY
Oh, right.

Willow leans back, adjusting pillows behind her and wincing at the pull on her wound.

BUFFY (cont'd)
You're wiped out. I should go.

WILLOW
No. Please. Stay. I missed you so
much when I couldn't find you.

BUFFY
We missed you too. I missed you.
Dawn's been working on what caused
the mutual no-see-ums, but I don't--

WILLOW
I did it.

BUFFY
You did a spell?

WILLOW
I think so. No, not a spell. I just
remember thinking that I wasn't ready
to see you guys, and I was afraid we
wouldn't, you know, connect.

BUFFY
And you made it happen.

WILLOW
Yeah. I think so.

BUFFY
Well, I get that. It's okay.

WILLOW
It's nice to be forgiven. Too bad I
need so much of it.

A beat.

BUFFY
I have a confession. I thought it
might be you. With the flaying.

WILLOW
I know.

BUFFY
I want to be the kind of person that
wouldn't think that. Xander never
thought that.

WILLOW
He did, a little. Heck, I did, a
little. Xander has the luxury of not
saying it. But you're the Slayer.
You have to say stuff like that.
It's okay. It's okay, too, if you
still don't think I can recover from
this magic thing. Because, honestly,
I'm not that sure about that either.

Willow sits up again, cross-legged, and closes her eyes, clearly meditating.

BUFFY
I thought you were too tired.

WILLOW
It hurts too much not to try.

BUFFY
I'm so sorry.

WILLOW
It just takes so much strength. I
don't have that much.

Buffy shifts on the bed, so that she's sitting cross-legged too, facing Willow. She touches Willow's hand with hers. Observant viewers may notice that this is the first time anyone has touched Willow this episode.

BUFFY
Me, I got so much strength I'm givin'
it away.

WILLOW
Are you sure...

BUFFY
Will it help?

WILLOW
Much.

Buffy reaches out her other hand, takes Willow's.

BUFFY
Good.

Willow smiles. They sit there, working together, connecting.

BLACK OUT.

END OF SHOW