Giles stops, looks at her.

Buffy turns, stares at Dawn. Not amused. And, back to Giles:

She leaves. Giles turns to Buffy.

WILLOW comes down the stairs. Buffy changes the subject.

XANDER enters from the front door, followed by Dawn.

Anya enters.

Giles simply shuts his eyes. A last moment of peace.

He goes to the door, then turns back to look at the group.

We hear a loud HONK from outside.

He leaves.

Willow, Dawn, Xander and Anya move into the living room, settling in, as Buffy slowly moves away, heads to the basement. As she goes, we hear:

Buffy gets to the basement door...

INT. SUMMERS' HOUSE - BASEMENT - DAY

Basement door OPENS, light streams in. Buffy's at the top of the stairs. She starts down... cautious...

As she comes down into the room, we see SPIKE in bed. Awake.

As we get closer, we see that he wears a SHACKLE on his wrist. CHAINED to the wall. Not uncomfortably, but chained.

Buffy sits on the bed, dishing.

Buffy eyes the shackles.

But then he says nothing. She waits... and waits... and then:

He SLAMS back against the wall, clutching his head.

A painful beat as he rides it out. He unclenches, catches his breath. Sits up. Looks at her.

He SLAMS back again, harder this time,

He buries his face in his hands as Buffy jumps up.

Spike raises his head, looks at her.

Blood is streaming out his nose, his eyes raw and bloodshot. Big-time PAIN.

Buffy shrugs.

She turns, starts heading to the stairs, when:

Willow turns back.

Buffy nods

As they both turn to go, BUFFY calls over her shoulder.

As she goes upstairs:

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

We hear a gentle KNOCK, then the door opens, Willow enters, tea still in hand.

And we see now that KENNEDY sits on the edge of the bed, dressed for clubbing, just about finished lacing up a pair of cool, dressy boots.

Kennedy pauses for a minute, weighing. Then:

SMASH TO:

INT. BRONZE - NIGHT

Willow and Kennedy sit at a bar table. Music, lights, dancing: Willow watches the whole thing.

Then she looks at the table, we see two big, tourist-y, very alcoholic drinks. Complete with little paper umbrellas.

She looks at Kennedy.

Willow just stares at Kennedy for a beat, then she gets up to go.

Willow hesitates.

Willow stops, looks at Kennedy.

Willow looks perplexed, overwhelmed... but she does come back.

As she sits:

Willow doesn't get it.

Kennedy just stares at Willow for a beat.

Willow looks down at her drink. Embarrassed. Serious.

Willow looks up.

She looks into Willow's eyes. A little smoldery.

Willow's caught. A little mesmerized.

There's a moment here, a real connection. Then.

Willow blushes a little more. Takes a breath, then:

Kennedy nods.

INT. SUMMERS' HOUSE BASEMENT - NIGHT

Buffy's coming down the stairs, holding a clean towel.

She sees Spike, breathing hard, slumped against the wall, head in his hands. Looking bad.

She comes to him, he lifts his head. He's clammy, bleeding profusely now.

She hands him the towel. He begins wiping the blood from his face.

They take a beat, letting that sink in. Then.

She looks at him, studying him. Trying to figure out what to do. Then:

She heads up.

INT. BRONZE - NIGHT

We find Willow and Kennedy still at the table -- each has a couple of empty glasses in front of her.

Willow just kind of stares at Kennedy. Studying her.

Willow shifts -- she's not used to those compliments.

Willow grins.

Willow looks down. Bashful. But enjoying this.

A beat.

Willow gets very quiet.

Well. That was awkward. Willow takes a drink...

INT. SUMMERS' HOUSE - LIVING ROOM/FOYER - NIGHT

Spike on the stairs. Looking PAINED. But not because of the chip.

As Buffy, on the phone in the living room, comes into frame:

Spike puts his head in his hands, in actual chip pain again.

Spike looks up, trying to ride out the pain.

She hangs up, turns to look at Spike.

He clenches his jaw, feeling something.

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

The door opens, light comes in from the hall. We see Willow and Kennedy in the doorway.

She hits the LIGHTS, enters. Kennedy follows. Watches her.

They both kind of stand there. Nodding. Awkward.

She leans in and slowly, tenderly KISSES Willow. On the lips. Willow is surprised, but then we watch her give in, kiss Kennedy back.

We pull around, letting the moment linger, moving in close on Kennedy as she slowly, reluctantly ends the kiss, pulls back...

Kennedy's eyes fly open as she realizes:

Willow has turned into WARREN.

Kennedy doesn't move, doesn't react.

She moves to the mirror, sees her reflection: Warren. She sucks in her breath, horrified.

She touches her face, unable to pull her eyes away from the mirror.

A beat as Willow just keeps staring at her face, terror- stricken.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

[Note: From here on out, unless otherwise noted, we will shoot all Willow scenes twice, once with Willow and once with Warren, and then put the scenes together in editing.]

Willow comes TEARING down the stairs, followed closely by Kennedy.

We see Xander, Anya and Dawn in the living room as Willow runs in, stands right in front of them. Stops.

The second they see her, they're up on their feet, backing away. Things should move here at a quick, chaotic clip Think Sorkin-esque. Without the fainting. Well, actually, we have that, too. See below.

Xander grabs Dawn, puts her behind him.

Scared, the others look to Kennedy.

ANDREW has entered from the dining room, holding a plate of pumpkin pie, raising a fork to his mouth.

He sees Willow (to him it's Warren.) And he drops the plate.

As Xander, Anya, Dawn and Andrew move in, defensively surrounding Willow in the living room.

We see her enter from the basement, see Willow.

In a flash, Buffy runs to Willow, PUNCHES her in the face, knocks her down.

Meanwhile, behind them, Spike comes out of the basement, staggering, having another attack.

No one takes their eyes off Willow.

Willow turns to Dawn, her back to Andrew.

Andrew reacts, looks at Willow.

A smile breaks out on his face.

And he runs, LEAPS on Willow, grabbing her from behind in a HUGE BEAR HUG, reaching his arms around to what he thinks is Warren's chest.

From Willow's perspective, she's getting felt up by Andrew.

Behind them, Spike has staggered into frame, unnoticed in the commotion. We see, though no one else does, as he grabs his head and falls to the floor.

Unaware, Willow shakes Andrew off.

The group stands around her, nonplussed.

They all lean in a bit. Xander squints:

Everyone relaxes, moves forward a bit. Except Andrew, who tries to hide his disappointment.

Andrew starts gently poking at Willow's face. Testing it.

Dawn starts poking Willow, too.

They stop poking her.

Spike GROANS, coming to. Willow looks over at him.

Buffy sees Spike on the floor, goes to him quickly, sees he's awake. Torn, she looks at Willow.

She and Buffy exchange a look. Buffy nods, and Willow goes to the door and leaves. Kennedy watches her go.

With the remaining others watching her, Buffy turns to Spike, crouches next to him.

He sits up, still woozy.

As the scene continues, Kennedy slips away, to the dining room and kitchen -- headed for the back door...

He looks up, realizes everyone is there, looking at him.

EXT. UC SUNNYDALE CAMPUS - NIGHT

The campus is deserted, there's no one around this late. Except Willow. We find her walking swiftly. With purpose. And SCARED. She looks around, nervous, moves forward...

...just as Kennedy steps into her path.

Willow jumps, emitting a startled SQUEAK.

Willow settles, keeps walking.

But Kennedy follows right behind, keeping up.

Willow stops, turns, looks at her. Not buying it.

They both keep walking, together now. A bit slower.

Silence for a beat. Kennedy tries another approach:

She looks like she's going to say more, wants to, even. Then:

After a beat:

Willow walks on for a moment in silence, then:

Kennedy smiles to herself. Victory.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Xander, Anya and Dawn in the living room -- Andrew's with them, sacked out on the floor. He's totally wiped out.

The phone RINGS. Andrew gets a burst of energy, jumps for it.

He goes to the phone, picks it up.

Andrew puts his hand over the receiver, talks to the group.

TIME JUMP TO:

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Xander's hand REPLACING the phone into its cradle. He looks at the others, serious:

He trails off.

They take a beat, unwilling to go any further. Until:

They look at her.

They all turn and look at him.

We watch as they all go over the last couple of weeks in their heads.

Xander, Anya and Dawn take a beat, exchange a look. Then they get up and head for the door.

Xander exhales, heavy. Resigned, he opens the door. Andrew jumps up, runs out the door, followed by Dawn. Anya stops, speaks quietly:

They leave, shutting the door behind them...

EXT. DESERT - CAMPFIRE - NIGHT

Giles, sitting alone near the fire. The Potentials must be all tucked away in their sleeping bags elsewhere... we certainly don't see them here... just Giles. Staring into the fire...

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

A circle of FIVE YOUNG WITCHES (four young women and one young man), seated on the floor, eyes closed. Holding hands.

Bundles of sage burn around the room. Each young witch wears A CRYSTAL around her neck. VAUGHNE, the Alpha Witch here, chants:

The crystals all begin to GLOW.

The glow from the crystals grows more intense.

The glow now moves beyond the crystals, bathing the witches in a warm, soothing, tranquil LIGHT. After a moment, the light fades, and they all open their eyes, calm, refreshed.

We see Willow and Kennedy in the doorway.

The group looks up, sees the visitors.

She tries for casual:

And here we realize that one of the young women in the group is AMY. Looking a lot less-strung-out than the last time we saw her.

She stands, looks at Willow.

Willow takes a step back, defensive.

Amy steps back, too, a bit jittery.

Kennedy looks at Willow: this is where you wanted to come for help?

She takes a step closer to Willow, hesitant.

She steps back again, obviously reconsidering the close thing.

She tilts her head, looks at Willow. Seems to realize:

Willow is kind of stunned, so:

Willow, still wary of Amy, starts in:

Amy, Vaughne and the other young witches nervously look at each other.

EXT. UC SUNNYDALE CAMPUS - INITIATIVE ENTRANCE - NIGHT

We see the familiar bushes and shrubs that hide the entrance to The Initiative. It looks like nothing's changed.

Two sets of feet -- Buffy's and Spike's -- approach.

We see them look at each other. Spike's holding up well, putting up a brave front, but he's getting worse -- skin's paler, eyes more deeply sunk into his head.

Spike nods. They get down on all fours, start pulling bushes aside, tearing up the dirt.

She's hit a metal grate in the dirt.

Spike nods. She pulls the grate -- hard -- and it comes up, spraying dirt all around.

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Amy sits in the center of the room, cross-legged. Willow sits across from her, holding a small, smooth STONE in her hands. Both have their eyes closed.

To the side, the other young witches of the coven stand and watch. Nearby, but a bit removed, Kennedy stands too.

As Amy chants, Kennedy leans over to Vaughne.

Clearly, Kennedy does not. Resigned, she watches as...

Amy's crystal, still around her neck, GLOWS. The stone in Willow's hand glows, too, turns orange, then red...

Willow's eyes FLY OPEN, she DROPS the stone.

She jumps up, Amy following.

Willow, enraged, in pain, SLAPS Amy across the face as:

Willow rubs her still-burning hand, then slowly becomes aware that everyone in the room -- including Kennedy -- is staring at her. Stunned.

Willow actually looks a little stunned herself.

Willow rubs her smarting hand as Amy lightly touches her stinging cheek.

We are definitely seeing Willow now she looks positively terrified.

Willow turns, faces her.

Willow walks away.

Willow casually WAVES her hand and, behind her, Kennedy runs smack into a MAGIC BARRIER. Kennedy can't follow anymore.

But Willow's out the door. Kennedy can only watch helplessly through the door's window as Willow picks up her pace, starts running, taking off into the night...

INT. INITIATIVE HEADQUARTERS - NIGHT

Dark. What little we see of the place is claustrophobic. Cluttered. Threatening.

Chunks of concrete crumble down from above, SLAM to the floor. A beat later, two shadowy figures -- Buffy and Spike -- drop from the ceiling.

Two FLASHLIGHTS pierce the black. We still don't see much -- lots of cobwebs and dust and overturned equipment.

Buffy and Spike react to the smell -- the smell of dead bodies left for three-plus years.

As they move, Buffy's foot THUMPS against something on the floor. She shines her flashlight down at her feet, where we see:

A hideously deformed, rotting DEMON BODY. Twisted by death, its face turned toward us. Buffy looks into its vacant, staring EYE SOCKETS.

She looks up and sees, as do we, Spike's flashlight traveling beyond the dead demon, revealing...

More DEAD BODIES. Three demons, six humans in military uniforms. All decomposing. Scattered carelessly about.

He moves forward, stepping around the demon body.

As they move away, their backs to us...

Like a JOLT, we see something run across frame, behind their backs, dark. Dangerous.

They keep walking forward, totally unaware...

INT. XANDER'S CAR - NIGHT

Speeding to the desert. Xander and Anya in the front, Dawn and Andrew in the back.

Silence as the others remain lost in thought, worried.

They take a beat, the horrifying possibilities hanging there.

No one argues with her characterization of the group.

Beat. Then:

EXT. SUNNYDALE STREETS - ALLEY - NIGHT

Willow runs into the alley, out of breath, spent. She leans against the wall, tries to steel herself, but just ends up... breaking into tiny, pitiful sobs.

She lowers herself to the ground, sits on her knees on the pavement, crying quietly. Small. Alone. Lost.

And then, after a beat of this, she seems to run out of sobs. The crying subsides, she tries to catch her breath. As she wipes her tears away, smiling bitterly:

She stands, looks around. A look crosses her face: determination. She's had an idea. She knows what to do.

She walks away. Calm.

INT. INITIATIVE HEADQUARTERS - NIGHT

Buffy and Spike still moving forward, cautious. Off to the side, we hear a WHOOSH. They freeze, tense up.

We come around as they go back-to-back, scanning the room, very still, very calm. Their voices tight and under control:

She waves her flashlight back and forth in the area, but there's nothing but dusty, crumbling wall.

Then we hear it again, off to the side: WHOOSH.

Buffy and Spike, as one, suddenly WHIP around and aim their flashlights back toward the noise. Nothing.

They're tense. Out of breath. Listening. Waiting...

The same dark, almost shadow-like thing (we barely see it) CAREENS into Buffy from the side, knocks her off her feet.

Her flashlight goes SKITTERING across the floor. Spike whips back around, dives after the monster...

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Kennedy walks back in, we see Amy still there. Just Amy.

As Kennedy distractedly looks back to the door, Amy watches. Realizes it's more-than-just-friendly.

Kennedy doesn't answer, stays focused on the door...

Kennedy turns back from the door. Stares at Amy for a beat.

She moves a step closer to Amy, threatening now.

INT. INITIATIVE HEADQUARTERS - NIGHT

Spike, flashlight in hand, LEAPS over bodies and equipment, rushes to find:

Buffy. Off to the side, struggling under the monster. Spike's flashlight hits the scene, we flash on the monster from the back -- built like a fireplug, compact, muscle-y, but clearly agile. It's got Buffy pinned.

Spike runs toward them, gets about halfway there when:

He stops. In his tracks. Woozy.

As the monster and Buffy struggle, we watch as way-too-much BLOOD sort of HICCUPS out of Spike's mouth. His eyes roll back. He grabs his head, KEELS...

...and falls.

This is it.

And the monster, still struggling with Buffy, TURNS. Sees a weakened Spike. We only see a flash of its face (rat-like; dark, threatening, beady eyes) just before it LEAPS off of Buffy and runs toward Spike, easier prey.

But the monster's already got him: Spike is flat on the floor, out cold, as the monster drags his body toward the rubble...

INT. SHOP - NIGHT

Everything is bright, shiny. Fluorescent lights. Happy.

We start out seeing Warren at the display counter, talking to the SHOPKEEPER. In one move, we pull around, see the shopkeeper...

...keep moving, down to see the display counter and its contents: a nice, wide selection of various HANDGUNS...

...and finish by coming back up, we see Willow there now, leaning on the counter, picking up one of the guns. She looks up, smiles at the shopkeeper.

We see all of them -- Xander, Anya, Dawn and, yes, Andrew -- patting their hands all over Giles' face and torso as Giles looks up at them from the ground.

They stop touching Giles.

A beat. They take in the irony.

INT. INITIATIVE HEADQUARTERS - NIGHT

Buffy's tossing rubble and bodies aside, digging for the monster.

She pushes over a computer monitor on a portable metal stand, and we see the monster, its back to us again, pulling an unconscious Spike into a dark, side corridor.

The monster turns, looks at Buffy, LEAPS at her.

But this time she's ready, she takes the impact of the leap, turns, forces the monster to the floor. She reaches down, pulls up the monitor and stand and SMASHES the monitor end into the monster's head.

The monitor breaks off on impact, stunning the monster. Buffy FLIPS the stand over, aiming the just-broken, jagged, formerly-monitor-end of the metal pole at the monster's throat.

She plunges the pole into the monster's neck. It dies. Buffy runs to Spike, kneels next to him.

Spike MURMURS something, his eyes still closed, his mouth forming a half-smile.

Buffy grins, relieved.

KA-CHUNG. KA-CHUNG. KA-CHUNG.

One by one, the BANKS OF LIGHTS all around the pit area come on, illuminating the carnage and the rubble. We see Buffy and Spike...

...surrounded by a circle of UNIFORMED SOLDIERS. With guns. Pointed right at Buffy.

The group's leader, a former INITIATIVE GENERAL, sees Buffy and Spike.

The general motions for the other soldiers to lower their weapons. They do.

He shifts a bit uncomfortably as Buffy reacts to that.

TIME JUMP TO:

INT. INITIATIVE HEADQUARTERS - NIGHT

Spike on a medical examining table, unconscious. Buffy stands next to the table as the general approaches.

Buffy doesn't get it.

And that's a choice Buffy wasn't expecting. As the gravity of it hits her:

INT. UC SUNNYDALE CAMPUS - COVEN MEETING ROOM - NIGHT

Kennedy and Amy, right where we left them:

Amy shrugs, coy.

Kennedy squints, taking this all in. Then, without warning, she SPRINGS forward, THROWING herself at Amy.

Just as fast, Amy WAVES her hand, magically sends Kennedy REELING back in the opposite direction, CRASHING into the opposite wall. Kennedy sinks to the floor, looking up at Amy.

Kennedy slowly gets to her feet.

Amy stops, stares at Kennedy. Gets it. A smile creeps over her face.

Kennedy reacts to that...

She shakes her head.

Before Kennedy can even react, Amy WAVES her hand, and Kennedy suddenly DISAPPEARS with a bright FLASH...

EXT. SUMMERS' HOUSE - BACKYARD - DAWN

...and REAPPEARS in the backyard. Detail-oriented viewers will notice that she stands where Buffy stood when Warren approached the backyard in "Seeing Red."

Willow is standing in the very back of the yard... just as Warren did. She approaches, speaking his lines:

Kennedy sees the gun, speaks cautiously, calmly:

Willow starts waving the gun, losing it:

Kennedy stops, takes that in. Looks at Willow.

She stops, gets confused...

Kennedy looks at Willow, hopeful...

She lowers the gun, scared...

She's withdrawing into herself...

Kennedy takes a step to Willow, terrified

Kennedy watches her, sees her slipping further away.

She moves forward, toward Willow.

She's almost there. Startled, Willow looks up. Afraid.

Kennedy gets right to Willow, looks at Willow compassionately, kindly.

She reaches out, takes Willow in her arms... and she KISSES Willow. Again.

Willow struggles for a moment, but then, slowly, quietly, she melts into it, lets go.

The gun falls to the grass.

As the kiss lingers, we pull around, realize it's Willow, kissing Kennedy, crying -- Warren's gone.

They break the kiss, Kennedy looks at Willow.

Willow slowly, tentatively brings her hands to her face, feels it. Recognizes her own features.

Kennedy nods. Willow breathes a sigh of relief.

Willow looks around, sees where she is, takes it in. Looks up at the bedroom window... no one's up there, of course.

She rests her head on Kennedy's shoulder, and they start back into the house.

OMITTED