Get It Done

January 14, 2003 (WHITE)

Written & Directed by: Douglas Petrie

Teaser

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

BUFFY enters the darkened living room, camera floating before her in a schmuck-baity kind of way. She shuts off the table lamp light, stops to pick something up.

We see it's a BOOK: "Cantonese For Beginners." Buffy looks at it, weary, and places it atop a STACK of books. "French For Beginners," "Speak Portuguese!" "Learn Swahili Now," "Spanish 101..."

We see the living room is filled with sleeping POTENTIALS. RONA on the sofa, AMANDA snuggled asleep in a chair, VI and CHAO-AHN on the floor. Buffy tiptoes between them, careful not to wake them, and, after looking them over like a watchful den mother, heads upstairs.

INT. SUMMERS' HOUSE - UPSTAIRS HALLWAY - NIGHT

Upstairs. Buffy gets to her bedroom door, opens it.

Buffy's POV: We see the room is FULL of Slayer POTENTIALS. MOLLY sleeping soundly in the bed. On the floor and around the room, THREE MORE girls sleep. All safe.

Buffy turns her head to look into Dawn's room, sees:

Buffy's POV: DAWN in her bed - and SIX Potentials (all non- speaking EXTRAS) packing the room, all asleep.

BUFFY shuts the door. She hears a low MOANING SOUND. Puzzled, she turns to see:

CHLOE, the Potential, sitting at the end of the hallway, in her slightly-young-looking JAMMIES, sitting huddled up against herself, hugging her knees, and CRYING.

BUFFY
Chloe?
(beat)
It is Chloe, right?

Buffy approaches Chloe, thinking of something to say. But not without suspicion as Chloe keeps crying.

When suddenly, a FLASH of motion smashes Buffy out of frame, VIOLENTLY.

ANGLE ON: THE STAIRS.

Buffy and her unseen ASSAILANT come CRASHING down the stairs together.

INT. SUMMERS' HOUSE FOYER - NIGHT

Buffy and her attacker land - WHAM! with a hard, bone rattling SLAM onto the foyer floor. Buffy gets PINNED down immediately, strong hands holding her shoulders tight.

Struggling, Buffy looks up to see: THE PRIMITIVE. Looming over her, peering into her eyes, intense.

PRIMITIVE
It's not enough.

And before Buffy can make sense of that we CUT TO:

INT. SUMMERS HOUSE - BUFFY'S BEDROOM - NIGHT

Buffy AWAKES with a start. Looks around. The room looks very much as it did in the dream - sleeping Potentials (FIVE of them, NONE of whom we have ever seen before) all around. Buffy gets her bearings, realizing where she is.

We hold on Buffy's face as her mind races, silently trying to figure out what the hell just happened...

END OF TEASER
Act One

EXT. SUNNYDALE STREET - NIGHT

ANYA walks briskly down the street, apparently alone, talking out loud, arms folded - annoyed.

ANYA
I'm a bright girl. Good education,
quick on the uptake, so tell me: Why
in the name of almighty Grothnar did
I let myself become human again?

We see Spike lagging behind.

SPIKE
You're really asking the wrong fella.

ANYA
I mean, sure, the Vengeance Demon gig
had some downsides.

SPIKE
All jobs do.

ANYA
But being human, bleah! You're
always squishy on the inside,
disgusting on the outside...

SPIKE
Your outside's not so bad.

ANYA
The only thing worse than being human
is being trapped in a household full
of humans.

SPIKE
Preaching to the choir, love.

ANYA
It's like we live in slayer central.
I swear, if Buffy rooms or boards one
more of these "Potential" girls, I'm
calling a health inspector.

SPIKE
I like my plan better: get up, get
out, get drunk. Repeat as needed.
It's just more elegant.

ANYA
Thanks for having me along.

SPIKE
Think nothing of.

ANYA
At first, it was weird, I thought,
"is he asking me out on a date?"
'Cause that would be...

She checks Spike's wary expression, checks herself.

ANYA (cont'd)
Nuts.

SPIKE
Right. I'm just out for the alcohol.

ANYA
Right there with you, Scooter.
Tonight, I'm prepared to drink you
under a table.

SPIKE
You're on, then.

ANYA
Good.
(beat)
Of course, once you're down there I
could join you.
(off his look)
Kidding.
(beat)
I like my sex on top of the table.

SPIKE
Aw, let it go, would you? You're
like a dog with a bone.

ANYA
So what.

SPIKE
It's my bone! Just drop it.

ANYA
Okay, okay, I wasn't proposing. Time
goes by, a girl gets hungry. You
should know.

SPIKE
Know what?

ANYA
You're a man. With a soul, and other
working parts, and it's not like
Buffy's been sending any your way
lately so I just thought...

SPIKE
Oh thank God.

ANYA
What?

SPIKE
Demon.

And suddenly, ANYA gets RIPPED ASIDE, out of frame revealing a human-sized but nasty looking DEMON (D'KORR). Anya hits the ground.

D'KORR
D'Hoffryn says you die!

SPIKE
'Course he does.

Spike SPINS the demon to face him - and KICKS HIM IN THE NUTS. The demon howls, doubling over in pain. Spike hesitates a second - then RUSHES to Anya, GRABS HER.

ANYA
Hey!

And Spike RUNS off with Anya, leaving the pained but still- standing demon behind.

BUFFY (PRE-LAP)
This may mean more than you think.

INT. SUNNYDALE HIGH SCHOOL - BUFFY'S OFFICE - DAY

BUFFY sits in her office, looking not so happy. PRINCIPAL WOOD stands beside her. Both of them looking forward.

PRINCIPAL WOOD
That so? Because I think what we
have here's a pair of chuckleheads
who thought a cafeteria fistfight
would impress.

Reverse to show two BOY STUDENTS, looking surly and not wholly contrite, who've been fighting. One with a black eye, the other's shirt's been torn.

PRINCIPAL WOOD (cont'd)
I'm not impressed. Are you?

Buffy shakes her head "no."

PRINCIPAL WOOD (cont'd)
Still - I'll cut you some slack -
this time.

The guys get up to go.

BUFFY
And if I find out you've been
fighting again, I'll, um... bang your
heads together.

They go. Principal Wood takes a seat.

BUFFY (cont'd)
That ought to make them like each
other more.

PRINCIPAL WOOD
I doubt it. Third fight this week.
And they're getting worse. Plus an
increase in vandalism. Three
students missing. Tell me, Buffy.
In your professional opinion.

Three GIRLS race past Buffy's office window, rowdy, yelling. Principal Wood calmly watches, then turns to Buffy.

PRINCIPAL WOOD (cont'd)
It's started. Hasn't it?

BUFFY
(nods)
The Hellmouth below us is starting
its semi-annual percolation. Usually
blows around May.

PRINCIPAL WOOD
Was it like this before? It seems as
if things are getting bad faster than
we thought.

BUFFY
We're a little ahead of schedule.

PRINCIPAL WOOD
I can't say I'm too surprised. I
knew I signed on for something, but
Buffy, I'm just a guy.
(beat)
Granted, a cool and sexy vampire
fighting guy, but still...

BUFFY
You forgot snappy dresser.

PRINCIPAL WOOD
This is going to get bigger than me.

BUFFY
Yeah. It is.

Principal Wood closes the blinds, shutting them off from view.

PRINCIPAL WOOD
And that's why I've decided to give
you this.

He lifts and places a worn old leather SATCHEL (like an old- fashioned doctor's bag) upon Buffy's desk. She looks at it.

BUFFY
What is it?

PRINCIPAL WOOD
An emergency kit. Not sure exactly
what's inside. This bag belonged to
my mother.

BUFFY
Wow. A Slayer keepsake. I couldn't.

PRINCIPAL WOOD
You have to. Technically, it should
have been handed down through the
years, directly to you. But when my
Mother died...
(shrugs)
I didn't want to part with it.

BUFFY
Until now.

PRINCIPAL WOOD
I don't know exactly what's inside,
but I know it's got something to do
with her power. Well, your power now.

BUFFY
An emergency kit. I don't know what
to say.

PRINCIPAL WOOD
Try saying, "thank you, Principal
Wood."

BUFFY
Thank you, Principal Wood.

PRINCIPAL WOOD
(dismissive wave)
Please, call me Robin. And now I'd
like to see where you work.

BUFFY
Um, here we are.

PRINCIPAL WOOD
No. Where you do your other work.

INT. SUMMERS' HOUSE - FOYER - DAY

Buffy and Principal Wood enter the house, Buffy carrying the leather bag.

BUFFY
... So all these Potential Slayers,
who just seemed to sprout up from
like every corner of the planet, were
getting killed.

PRINCIPAL WOOD
By The First.

BUFFY
Agents of. We thought the Council
could protect them, but no one was
protecting the Council and all their
Watchers were killed. Since then,
word got out, and they've all been
coming here since.

PRINCIPAL WOOD
Nothing like the end of the world to
bring people together.

BUFFY
It's heartwarming. Anyway, this is
it: command central.

Reverse to reveal the empty living room. ANDREW enters, nervous, wearing OVEN MITTS.

ANDREW
Where the hell have you been? This
funnel cake is kicking my ass.

Beat. Buffy looks embarrassed, Principal Wood deadpan.

PRINCIPAL WOOD
I hear they're tricky.

BUFFY
Principal Wood, meet Andrew.

PRINCIPAL WOOD
Pleasure.

ANDREW
Mm-hmm. Welcome to our perfectly
typical American household where
nothing unusual happens.

BUFFY
This is Andrew. He's our...
actually, he's our hostage.

ANDREW
I like to think of myself more as a
(air quotes)
"Guest-age."

PRINCIPAL WOOD
You hold him against his will?

BUFFY
He was evil, people died, now he
bakes. It's a thing.

Buffy starts to lead Principal Wood away.

ANDREW
I prefer the term "saga," and could
we try to keep our secret
headquarters just a little bit
secret? Keep bringing people in, and
they'll see everything. They'll see
the big board.

BUFFY
Andrew, we don't have a big board.

Andrew whips out a BIG BOARD. Oak tag with a hand-drawn MAP of Sunnydale on it in sharpie.

ANDREW
Made it myself.

PRINCIPAL WOOD
Wouldn't have guessed.

ANDREW
This...
(indicates map)
...is us. This represents sightings
of The First in its various
incarnations. No pattern to the
naked eye yet, but the instant one
emerges, yours truly is on it.

Buffy just leads Principal Wood out.

ANDREW (cont'd)
Where do we put our receipts?

EXT. SUMMERS' HOUSE - BACKYARD - DAY

Buffy and Principal Wood come out the Summers' house back door together. Look out over the backyard...

BUFFY
You'll have to forgive Andrew. Or
not. Your call. We've got a little
more than the big board working for
us, anyway.

PRINCIPAL WOOD
So I see.

PULL BACK TO REVEAL: The Summers' backyard is FILLED WITH POTENTIALS, (FOUR rows of FOUR, making a square of sixteen total, mostly EXTRAS, but also AMANDA, CHAO-AHN, MOLLY, VI, RONA, CHLOE).

All of them run MARTIAL ARTS DRILLS, in sync, under the guidance of KENNEDY.

KENNEDY
(grunting)
Left palm - right hook - huh! Over,
cross, under - huh!

The Potentials all punch in unison, re-set their fight stance, and punch again. All but one: Chloe. Can't keep up.

KENNEDY (cont'd)
Hold it!

Kennedy gets in Chloe's face - the drill sergeant.

KENNEDY (cont'd)
What the hell you call that,
"Potential?" Try that in the field,
you are dead. Drop and give me
twenty.

CHLOE
T-twenty what?

KENNEDY
Push-ups, maggot!

Chloe gets down and starts doing push-ups. Kennedy turns and bops over to Buffy and Principal Wood.

KENNEDY (cont'd)
I love this job. D'ya see? I called
that girl a "maggot!"
(to Wood)
Hi. Who the hell are you?

BUFFY
An ally.

KENNEDY
Just asking. So what do you think?
My girls ready to kick some ass or
what?

PRINCIPAL WOOD
(dubious)
Looking strong.

KENNEDY
(off his reticence)
"But...?"

PRINCIPAL WOOD
I'm just not sure The First has an
ass you can actually kick.

KENNEDY
Guess we'll see.

AMANDA
Principal Wood! Hi! It's so weird,
seeing you outside of school.

Kennedy gets back to the troops, barking orders.

KENNEDY
What are you waving at, Potential?
Bagwa Chung drills - first position,
double time - if it doesn't hurt you,
you're doing it wrong!

The group goes back to training. Buffy watches, ill at ease.

BUFFY
You're right. It's not enough.

PRINCIPAL WOOD
That's not what I said. It's an
impressive group of recruits.

BUFFY
They're not recruits. Recruits are
recruited. These girls were more
like... Chosen.

PRINCIPAL WOOD
You're doing the best you can with
what you've got.

BUFFY
They're not all gonna make it. Some
will die. And nothing I can do will
stop that.

Before Wood can respond, WILLOW steps onto the porch, bearing an armload of WEAPONS. She sees Principal Wood, stops.

WILLOW
Oh. Hey. Hi. Well, Buffy, I see
our preparations for the... school...
pep-dance-cheer-drill-contest are
really coming along.
(to Principal wood)
"Bring it On!"

BUFFY
Will, it's okay, he knows.

WILLOW
Oh, thank God.

She sets down the weapons.

WILLOW (cont'd)
If I had to explain all these
weapons? I had nothing.
(re: Kennedy)
Ooh, check out my new almost-
girlfriend. She's so butch.

PRINCIPAL WOOD
You're Willow.

WILLOW
You're Wood.

BUFFY
I've been showing him around.

PRINCIPAL WOOD
Buffy tells me you've been, how shall
I put it? "Experimenting."

Willow shoots Buffy a look.

PRINCIPAL WOOD (cont'd)
With the Magicks.

WILLOW
Oh. Yes. Nothing too heavy, though.
Just the lighter, safer stuff. And
you know, I've found there's a lot of
really great spells you can cast
without...

PRINCIPAL WOOD
Destroying the world.

WILLOW
Which I almost did.

PRINCIPAL WOOD
So I heard. I'm glad you decided to
get back into it. Must be scary.

WILLOW
Well, that's why I'm sticking just to
Magicks with little training wheels
on them. You know. One day at a
time.

PRINCIPAL WOOD
Good luck with that.

WILLOW
Thanks.
(to Buffy)
If Kennedy asks? Her pointy stuff's
here. See you inside, and...
(re: Wood)
So much cooler than Snyder.

Willow heads inside. Buffy and Principal Wood go back to watching the drills.

PRINCIPAL WOOD
That "end of the world" stuff. Was
she being metaphorical, or...

BUFFY
Literal. Remind me to be polite with her.

Buffy just SIGHS.

PRINCIPAL WOOD (cont'd)
What is it?

BUFFY
I dunno, it's just, The First is
coming, and look at us. "The Army."
We've got fighters with nothing to
hit, a Wicca who mostly won't-a and
the brains of our operation wears
oven mitts.

PRINCIPAL WOOD
You're re-defining the job. That
takes guts.
(beat)
This isn't your full arsenal, anyway.

Buffy looks to him. He says without looking back:

PRINCIPAL WOOD (cont'd)
Show me the vampire.

INT. SUMMERS' HOUSE - BASEMENT - DAY

Buffy leads Principal Wood down the basement stairs. As they descend, they hear the sounds of arguing. We see, from their POV, Anya getting in Spike's face.

ANYA
...But you just let him go!

SPIKE
After saving your life.

ANYA
For now. That was one of D'Hoffryn's
killers, Spike. He won't stop coming
'til he kills me.

SPIKE
Yet here you are. Walking.
Breathing. Annoying.

ANYA
But you fought like such a wimp-ire,
with the lifting and the running.
Why not just kill him?

Buffy pauses, watching. She wants to hear the answer.

SPIKE
Anya, think: I fight. Demon-boy gets
lucky, knocks me out - you get
killed. True?
(beat)
We both know the safest and sanest
way of saving your life was to keep
you near me, away from danger.

Anya, trumped, just glares, then marches up the stairs - past Buffy and Principal Wood.

SPIKE (cont'd)
No need to thank me! I'm only the
one who beat him off!

Spike stops, sees Buffy and Principal Wood watching him.

SPIKE (cont'd)
"Repelled him," would perhaps be the
better phrase. Demon.

BUFFY
Figured.

PRINCIPAL WOOD
Hope we're not intruding.

SPIKE
Not a bit. And just what brings our
good principal to this neck of the
gloom?

BUFFY
I'm showing him, you know, the way we
do things. Our operation.
(beat)
Us.

SPIKE
Fine by me. Big fight against evil
coming. The more good guys we got,
the longer we all live.

PRINCIPAL WOOD
Is that what you are? A "good guy?"

SPIKE
Haven't heard any complaints. Well,
I've heard a few over the years, but
then I just killed whoever spoke up
and that was pretty much that.

BUFFY
He's joking.

PRINCIPAL WOOD
No he's not.

SPIKE
No, I'm not. But: That's the old me
I'm talking about.

PRINCIPAL WOOD
Tell me about it.

SPIKE
Not much to tell. I've changed.

PRINCIPAL WOOD
Now that you have a soul.

SPIKE
Yeah. It was a big deal. Very
private.
(to Buffy)
Are you just telling everyone now?
What are you spilling next, that I
bleach my hair?

PRINCIPAL WOOD
I never would have guessed.

Spike whirls on Principal Wood. Wood remains calm.

PRINCIPAL WOOD (cont'd)
Don't blame Buffy. I asked.

SPIKE
Right. The educator.

PRINCIPAL WOOD
I love to learn.

SPIKE
That case? Yeah. I went to great
lengths, lot of trouble, and now I'm
unique. Well, more or less. Got
myself a soul. Whatever that means.

PRINCIPAL WOOD
How's it working out for you?

SPIKE
In progress.

PRINCIPAL WOOD
Well you've had time. Been in
Sunnydale...?

SPIKE
Years.

PRINCIPAL WOOD
How many?

SPIKE
Few.

PRINCIPAL WOOD
Before that?

SPIKE
Around.

PRINCIPAL WOOD
That covers some territory. Let me
guess. You're...

Wood steps closer to Spike, examining his face. Spike holds up to the scrutiny, casually giving it right back.

PRINCIPAL WOOD (cont'd)
Century old. Maybe more, not much.
Still, got yourself sired in the mid
...late nineteenth century. Close?

Spike doesn't answer. Wood's getting close to something, and although Spike doesn't understand it - he knows he does not like it. Buffy feels the tension:

BUFFY
We'd better get back upstairs.

SPIKE
Right. Getting the full tour.

She leads Principal Wood with her, back upstairs.

SPIKE (cont'd)
You don't want to miss a look at her
weapons chest.

Buffy and Principal Wood head up the stairs. They walk up and out of frame, leaving Spike behind, watching.

INT. SUMMERS' HOUSE - UPSTAIRS HALLWAY / BUFFY'S ROOM / BATHROOM - NIGHT

Buffy and Dawn can be heard coming up the stairs

DAWN
So, I took a look inside that creepy
old "emergency" bag of Principal
Wood's?

BUFFY
And?

They stop in the hall.

DAWN
Smelled weird. Like grandma's
closet, but worse.

BUFFY
I didn't know that was possible.
Anything we can use?

DAWN
Trinkets, couple of weapons, one
extra large text book.

She holds up a large, old BOOK.

DAWN (cont'd)
Translation's a bitch. Did you know
the ancient Sumerians didn't speak
English?

BUFFY
They're worse than the French.
Anything else?

DAWN
Yeah. A box. Big, fat, unopenable
box. I'm betting whatever the big
deal about this emergency kit is,
you'll find it inside the box.

BUFFY
Good. Keep on it.
(beat)
And don't you have any real homework?

DAWN
What, like school work? I've got a
system: It's called flunking out!
Kidding. I paid a guy to study for
me. Kidding! God, I love when I
talk about failing, just to see your
eyeballs change color, it's like...

As Dawn talks, Buffy opens the bathroom door. Dawn SCREAMS. Buffy turns to see:

Buffy's POV: Chloe HANGS from the ceiling, her face already blue, DEAD, a twisted sheet around her neck. We see her completely: Full Frontal Death.

(PRODUCTION NOTE: We do not see what she's hanging FROM - the dangling body's in full view, though.)

And she just hangs there.

END OF ACT ONE
Act Two

INT. SUMMERS' HOUSE - BATHROOM - NIGHT

Continuous. Buffy stands staring ahead. Kennedy, Rona and Amanda rush toward them, still in their pajamas (or whatever they sleep in) and bunch up around the bathroom door.

KENNEDY
What happened, we heard...

BUFFY
Dawn. Get a knife.
(off her look)
I'm cutting her down.

Dawn starts to leave when a voice stops her:

CHLOE/FIRST
Good thinking.

Dawn stops, slowly turning, as we see, below Chloe's hanging body, THE FIRST, in the form of Chloe, looking on at "her" own body.

CHLOE/FIRST (cont'd)
On the other hand, why rush? Up or
down - I'll still be dead.

BUFFY
You're not Chloe.

CHLOE/FIRST
Yeah well, neither is she, anymore.
Now she's just... "Chloe's body

KENNEDY
What did you do to her?

CHLOE/FIRST
Nothing! We just talked all night.
Well, I did most of the talking, but
Chloe is... I'm sorry, was a great
listener. 'Til she hanged herself.
(to Kennedy)
Like when you called her a maggot?
She really heard that.

BUFFY
Don't listen to it. Any of you.

CHLOE/FIRST
Oh, let 'em. Chloe only offed
herself because she knew what you're
not getting. I'm coming. You're
going. All this? It's almost over.

BUFFY
We'll be here.

CHLOE/FIRST
All of you? But wait, I thought...
(in Buffy's voice)
"They're not all gonna make it. Some
will die. And nothing I can do will
stop that."
(regular Chloe voice)
Hey, I didn't say it. Be seeing you
all. One by one. T.T.F.N.!

Chloe/First VANISHES. Leaving only real Chloe's dead body, still hanging there.

BUFFY
W-what's T.T.F.N.?

RONA
"Ta-Ta For Now." It's what Tigger
says when he leaves.

AMANDA
Chloe loved Winnie the Pooh.
(beat, deadpan)
Bouncy bouncy, fun fun fun.

Silent pause. Buffy addresses Dawn without looking at her.

BUFFY
Dawn. Where's that knife?

EXT. FIELD - NIGHT

Buffy, alone in an ND field at night, finishes shoveling the last layer of dirt on a small, unmarked GRAVE. It lies next to another small grave.

BUFFY keeps digging with grim determination.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Inside Buffy's living room, a late night VIGIL. EVERYONE is here Willow, Dawn, Xander, Spike, Anya, Kennedy, Rona, Amanda, Vi, Molly, Chao-Ahn and every one of those EXTRAS from the backyard training session (scene B). They fill the stairwell, stand or sit on the floor - wherever they can fit, filling the entire space. Some of them are crying, some comfort others, all of them look bereaved.

We hear the kitchen door open and close. Buffy enters from the kitchen, carrying a shovel. Stands in the center of the group. One by one, the Potentials all look to her. Once she's got all their attention, Buffy speaks:

BUFFY
Everyone here?

KENNEDY
All accounted for.

BUFFY
(nods)
Anyone like to say a few words about
Chloe?

Nothing.

BUFFY (cont'd)
Let me: Chloe was an idiot.

This gets a few startled reactions.

BUFFY (cont'd)
Chloe was stupid, she was weak. And
anyone who's in a rush to become the
next dead body I bury, it's easy.
Just think of Chloe. Do what she
did. And I'll make room for you next
to her, and Annabelle.

Dawn looks around at the shocked, scared faces around her. Kennedy looks the most downcast of all.

BUFFY (cont'd)
I'm the Slayer. The one with power.
And The First has me using that power
to dig our graves.

Buffy punctuates the point by THROWING her shovel down. It CLATTERS to the ground. Willow flinches. Kennedy sees.

BUFFY (cont'd)
I've been carrying you. All of you,
too far, too long. Ride's over.

Kennedy watches Willow - and her mood breaks. She stands.

KENNEDY
You're out of line.

WILLOW
No she's not.

KENNEDY
You gonna let her talk to you like
that? Willow - She's not even the
most powerful one in this room - with
you here? She's not close.

Buffy confronts Kennedy. Close. Calm.

BUFFY
You're new here. And you're wrong,
because I use the power I've got.
The rest of you are all just waiting
for me.

XANDER
Well, yeah, but only 'cause you kinda
told us to. You're our leader,
Buffy. As in "follow the."

BUFFY
Well from now on, I'm your leader as
in "do what I say."

XANDER
Yah... voll, but let's try not to
forget we're also you're friends.

ANYA
I'm not.

Buffy turns on Anya.

BUFFY
Then why are you here? Besides
getting rescued, what do you do?

ANYA
I provide... much needed... sarcasm.

XANDER
Uh, that'd be my job, actually.

BUFFY
You're here because you're scared.

XANDER
Same goes for everyone in this room.

BUFFY
Fine. Anya, all of you: be as scared
as you like. Just be useful while
you're at it.

WILLOW
Come on, Buffy. You know everyone
here's already doing everything they
can.

BUFFY
And The First isn't impressed. It
already knows us. Knows everything
we can do, and it's laughing. You
want to surprise the enemy? Surprise
yourselves. Force yourselves to do
what can't be done or else we're not
an army. Just a bunch of girls
waiting to be picked off and buried.

Long pause as this sinks in for the group. Spike, not shy about it, rises, heads out. Buffy stops him with:

BUFFY (cont'd)
Where you going?

SPIKE
Out. Since I'm neither a girl nor
waiting, all this speechifying
doesn't really apply to me, does it?

BUFFY
Take a cell phone. That way, if I
need someone to get weepy or wailed
on, I'll call you.

Spike freezes in his tracks. Turns, cold with fury. Buffy's right there with him.

SPIKE
If you've got something to say...

BUFFY
Just said it.

SPIKE
I don't need to be here.

BUFFY
Keep holding back, Spike, and you
might as well walk out that door.

SPIKE
Holding back? You're blind. I've
been here, right in it. Fighting.
Scrapping.

BUFFY
Since you got your soul back?

SPIKE
Matter of fact. I'm just not
relishing a kill the way I used to.

BUFFY
You were a better fighter then.

SPIKE
I did this for you! The soul, the
changes - it's what you wanted.

BUFFY
What I want is the Spike who's
dangerous. The one who tried to kill
me when we met.

SPIKE
Oh, you don't know how close you are
to bringing him out.

BUFFY
I'm nowhere near him.

Buffy speaks to Dawn without taking her eyes off Spike.

BUFFY (cont'd)
Get the Potentials upstairs. And
break out that emergency kit.

DAWN
What are you gonna do?

BUFFY
Declare an emergency.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

BANG! Principal Wood's BAG hits the coffee table. We see Principal Wood himself, looking a bit bleary-eyed but ready for action, standing over it.

(The room has cleared out - no Potentials, just Principal Wood, Buffy, Willow, Dawn, Xander, Anya and Kennedy.)

BUFFY
We thought you might want to be here.

PRINCIPAL WOOD
You thought right.

We see, laid out on the table, items of MYSTICAL NATURE. Candles, vials, a few THROWING STARS, NYC subway tokens.

DAWN
This emergency bag's got some neat
stuff in it - weapons, charms,
advanced reading assignments.

Dawn holds up the book she was holding in scene 10.

XANDER
Cool stuff, but we've seen it all
before.

ANYA
Not this, we haven't.

Anya reaches into the bag and pulls Out a wooden BOX with a metal lock holding it shut.

ANYA (cont'd)
What's inside it?

PRINCIPAL WOOD
Don't know. This box hasn't been
opened since...

Buffy grabs the ancient metal lock and RIPS it off its hinges. Flips open the box.

PRINCIPAL WOOD (cont'd)
Well, since now.

They all look inside. Xander and Dawn reach inside, pull out the makings of a copper TURNTABLE, LAMP and, strangest of all, some African-looking SHADOW PUPPETS.

XANDER
Puppets.
(clicks fingers)
That's it! The First hates puppets.
Now, if we can just airlift Kermit,
Fozzi and Miss Piggy into town - the
First'll be a-runnin'.

WILLOW
Those are Muppets.

XANDER
Damn.

DAWN
And these things are Shadow Casters.
(re: book)
According to this, you put them in
motion, they tell you a story. It
says you can't just "watch." You
have to "see."

ANYA
And what the hell does that mean?

XANDER
That's cryptic. I don't like it.
Every time instructions get cryptic,
someone gets hurt.
(beat)
Usually me.

He starts to put the shadow puppets back in the box, Buffy stops him, gently but firm. To Dawn:

BUFFY
"You can't watch, you have to see."
See what?

DAWN
That's where all my fancy translatin'
skills break down, but I think it's
an Origin Myth. The story of the
very first Slayer.

BUFFY
I saw her.

PRINCIPAL WOOD
You saw the first Slayer?

BUFFY
The other night, in a dream. It's
got to mean something. Let's find
out what.
(to Xander)
Time for a puppet show.

Xander holds up parts of a LANTERN.

XANDER
There's, uh, some assembly required.

TIME CUT TO:

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

In the darkened room, the assembled old LANTERN is lit. Xander, Willow and Dawn take PAINTINGS off the walls, leaving them blank. In the center of the room sits a FIVE-SIDED TURNTABLE. Xander holds flat, 2-D "puppets" which fit into the sides of the pentangular turntable, ready.

Dawn struggles with her ancient text.

DAWN
Okay, um, according to this, I think,
you add on these puppet guys one by
one. They cast shadows, and the
shadows tell the story.

Beat. Everyone's ready. Buffy nods. Xander SPINS the turntable device. LIGHT projects out of the lantern, the only source in the room, casting everyone in eerie light.

DAWN (cont'd)
First, there is "the Earth."

Xander selects one of the "puppets" and places it on the turntable. The shadow-image of HILLS and the CRESCENT MOON spin around the room, past the walls.

We hear the sound of DRUMS. Far away, faint and ghostly, but definitely there.

XANDER
So far, so creepy.

DAWN
Then there came the Demons.

Xander inserts the next "puppet," and the image of HILLS is "chased" around the room by the crude image of a MONSTER. We hear the faint ghostly sound of a ROAR.

DAWN (cont'd)
After demons, there came Men.

Another insert. And the image of three MEN with STAFFS appear behind the Demon and the Hills.

We hear the ghostly sound of CHANTING. Dawn has to raise her voice to be heard:

DAWN (cont'd)
The Men found a Girl.

Xander adds a GIRL image to the spinning shadow show.

And we hear the sound of a SCREAM. The turntable starts to spin FASTER...

DAWN (cont'd)
The Men took the Girl. To fight the
Demon, um, all Demons. They...
(hesitates)
They chained her to the Earth.

Xander adds the last image - of CHAINS - connecting the Girl image to the Earth. We hear the sound of CHAINS RATTLING added to the growing cacophony.

DAWN (cont'd)
And then... and then... I can't read
this!

The group watches the images RACE across the walls - the sound growing. And the images now TAKE ON A LIFE OF THEIR OWN. The Girl is wrapped in chains. The Demon menaces the Men. The turntable spins FASTER...

DAWN (cont'd)
Something about... "Darkness."

BUFFY
What about darkness?

DAWN
(faster)
It says you cannot be shown, you
cannot just watch but you must see -
see for yourself but only if you're
willing to make the exchange.

XANDER
When'd you get so good at Sumerian?

DAWN
(small, scared)
It's not in Sumerian anymore.

WHOOSH! The blending images go OUT OF CONTROL into one another when - WHOOSH! - the turntable DISAPPEARS AND a PORTAL, the size and shape of a regular DOOR, made of glowing, swirling LIGHT, rises up in its place.

The light from the portal's a blinding glare.

The group clusters together, bathed in the supernatural light, looking into the portal, they all must raise their voices to be heard:

We see the FEAR on Buffy's face as she slowly steps forward, looking into the glowing light, approaching it...

XANDER
But what's it mean?

BUFFY
Means I have to go in there.

WILLOW
No it doesn't! It doesn't say that!
Where does it say that?

PRINCIPAL WOOD
You don't even know what you're
exchanging! You don't even know if
you're ready!

BUFFY
That's the point.

WILLOW
Buffy, we have no idea where you're
going or how to get you back!

XANDER
You can't go!

BUFFY
It's closing. I've gotta go.

Buffy looks terrified, but cannot take her eyes off the swirling light within the portal which, indeed is CLOSING (shrinking in size from all four sides, closing in).

WILLOW
How will we get you back?

BUFFY
Find a way!

And with that, Buffy DIVES straight into the portal. She disappears into it. Gone. And the second she's gone - WHOOSH! The portal slams shut.

The room is stunned into silence. Xander taps his foot on the carpet. No trace of the portal whatsoever.

WILLOW
She's gone.

They all look around. Nothing.

XANDER
Huh.

ANYA
What was all that about an exchange?

Then, in an aftershocky FLASH of light and a BLAST of air which blows them all back a step or two, a DEMON TELEPORTS into the center of the living room. It's HUGE - and looks like it could kill them all on the spot. Tusks. Drool. Muscles. Big Bad news.

XANDER
Ah. This must be the exchange
student.

And the Demon backhanded PUNCHES Xander - right out of frame, then LUNGES at the rest of them, readying to tear them all apart.

END OF ACT TWO
Act Three

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Continuous. Xander crash-lands by the foyer entrance as Willow, Anya, Kennedy and Dawn all cluster in fight stance and look up at the large DEMON who's just teleported into the living room.

KENNEDY
Willow - use your magic - Send it
back!

WILLOW
I'm trying! Uh, um...
(to Demon; Latin)
Redi!
WILLOW

(English)
Return!

The Demon responds by LASHING OUT, smashing Willow in the face with a backhanded PUNCH. Willow smashes against the living room table.

When three THROWING STARS get embedded in its back. The Demon WHIRLS to find Principal Wood, his mother's bag beside him, reaching for weapons. The Demon SMASHES a big meaty fist down on the Principal, sending him to the floor.

Kennedy barks orders to Dawn.

KENNEDY
Weapons!

Dawn rips open the weapons chest, grabs ahold of an axe, tosses a sword to Kennedy. The Demon ATTACKS. It's a one- sided fight, the Demon's too fast, too strong for them.

Dawn gets thrown left, Kennedy goes tumbling right.

Spike rushes in, susses out the situation quick:

SPIKE
Get her out of here. All of you,
'less you want to be all dead and
useless.

KENNEDY
Yeah - what are you gonna do?

SPIKE
What I do best.

Spike just gives her a look. Then LAUNCHES himself at the Demon.

Spike grabs the Demon by the head and BASHES it against the living room wall. Again. It hurts. Spike actually looks like he's doing some damage when the Demon, having had enough, simply PICKS HIM UP.

And throws Spike THROUGH THE CEILING. With no one else to defeat, the Demon pushes past Kennedy and is gone.

Pause. Everyone checks in with everyone else, making sure they're okay.

DAWN
Are you injured?

KENNEDY
Just hurt. Don't make a case out of
it. How about you?

XANDER
Think we'll live.

ANYA
(looking up)
Except maybe Spike.

KENNEDY
Is getting thrown through the ceiling
what he does best?

DAWN
I'll go check on him.

ANYA
And we've got bigger problems.

ANGLE ON: The door, ripped off its hinges.

PRINCIPAL WOOD
Demon loose, no Slayer.

WILLOW
We need Buffy.

XANDER
You gotta get her back. Looks like
it's spell-o-clock.

ANYA
Which spell? You see how powerful
that thing was? You expect to get
that portal re-opened without sending
Willow off the deep end?

WILLOW
Thanks for your support.

ANYA
Well it's true. There's got to be
some other way.

WILLOW
There isn't. And Buffy knew it. I
have to get her back.

KENNEDY
We don't even know where she went.

EXT. AFRICAN PLAIN - DAY

We sweep across a vast expanse of DESERT. Completely isolated. The middle of NOWHERE. Maybe a blackened cow skull or two tied to a rotting post, marking territory.

Slowly, the sands begin to swirl, shifting... then there is a sudden FLASH OF LIGHT.

And Buffy DIVES into frame, hits the sand, sliding face-first down a dune - an ignominious landing (for the stunt woman)

Buffy gets up to her feet. Standing, she takes a second to get her bearings.

BUFFY
Well. Guess that worked.

She looks around. Nothing in every direction. But then, she hears the sound of DRUMS. She looks far off in the distance, and sees a small collection of PEOPLE, maybe one TENT, stand far in the distance.

Buffy starts walking toward them.

WILLOW (pre-lap)
I can't do this.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Willow looks around at the devastation.

WILLOW
I have no idea how to re-open your
run-of-the-mill time/space portal.
Let alone the big kahuna.
(beat)
Dawnie, what's the book say.

DAWN
Not much. Once Buffy left...

Dawn holds up the book for all to see. Flips through the pages. Each and every one of them are BLANK.

DAWN (cont'd)
It got a little tougher to read.

WILLOW
Oh.

KENNEDY
It's okay.

She places a re-assuring hand on Willow's arm.

KENNEDY (cont'd)
We'll just start with what we know,
take it from there.

XANDER
Great, so far we know jack about
squat - let's go from there.

KENNEDY
You got the magic. Use it.

WILLOW
I, I don't even know what kind of
magic to use.

KENNEDY
Why not just try all thirty-two
flavors. Worst thing that happens
is, you go brunette.

WILLOW
That's not the worst that can happen.

ANYA
She's right. And you know, we have
a choice. Risk Willow's life and all
of our lives to get Buffy back, or...
leave her out there.

PRINCIPAL WOOD
If we play it safe back here, Buffy
could stay lost.

ANYA
You missed her "everyone sucks but
me" speech. If she's so superior,
let her find her own way back.

XANDER
Anya. The First is already up and
running. Every second the Slayer's
not here is an opportunity for it to
show up and rip us all to pieces.

DAWN
Willow. How would you get Buffy back?

WILLOW
That's what I'm saying, I don't even
know...

DAWN
(interrupting)
If another witch was gonna do it -
where would she start?

WILLOW
Uh... physics. Principles, basic
laws.

DAWN
(leading her)
Such as...

WILLOW
Conservation of energies. You can't
really create or destroy anything.
Just.. transfer.

ANYA
Phht.

DAWN
Are you helping?

ANYA
No - but at least I'm not galloping
off in the wrong direction.

WILLOW
Magicks work off physics.

ANYA
Not without a catalyst. If you're
talking about transferring energies,
you'll need some kind of conduit.

WILLOW
What, like a Kraken's Tooth?

ANYA
(nodding)
Skin of Draconus, ground-up Baltic
Stones, something.

DAWN
Good.

KENNEDY
Plus we need an exchange, like you
said: I'm thinking a Slayer for a
Demon.

PRINCIPAL WOOD
Right. If we want Buffy back, we
have to find that Demon, send him
through.

KENNEDY
It matter if it's dead or alive?

SPIKE (O.S.)
I vote "dead."

They turn to see Spike standing in the foyer.

SPIKE
Slayer's counting on you, Willow.
Get cracking on the portal, and don't
be stingy with the mojo.
(beat)
Demon's mine.

KENNEDY
Uh, hate to say it, "big bad," but
you look like you can barely stand.
We're trained. And the only thing we
know for sure about this Demon is -
it kicked your ass.

Spike heads for the door.

PRINCIPAL WOOD
Where are you going?

Spike, unseen by the others, allows himself a small, nasty grin as he heads out the door.

SPIKE
Just one thing I need.

He heads out. Principal Wood just watches him go. Willow turns back to the group. We hear CHANTING and CUT TO:

EXT. AFRICAN PLAIN - DAY

Buffy approaches a group of THREE MEN. The men rock back and forth, chanting. She walks toward them, entering their group.

BUFFY
Hello?

They stop chanting. Look up. These are the SHADOW MEN. Very old, Black men wearing COWLS. Buffy stands among them.

BUFFY (cont'd)
I'm Buffy.
(beat)
I'm the Slayer. I'm...

The SHADOW MEN all speak in SWAHILI. In SUBTITLES. Buffy speaks English. They communicate as if speaking one language.

SHADOW MAN ONE
We know who you are.

SHADOW MAN TWO
And we know why you're here.

SHADOW MAN THREE
We've been waiting.

Beat.

BUFFY
Good. That's good then and I know
we've got bigger issues to deal with
but how'd I understand a word you
just said?

They stand without answering.

BUFFY (cont'd)
I know, ancient Magicks, I just
thought it was neat.

The Shadow Men stand, walk around Buffy. She turns to keep eye contact with them as they check her out.

SHADOW MAN ONE
We have been here since the
beginning.

SHADOW MAN TWO
Now, we are almost at the end.

BUFFY
Okay, and the "neat" of it just left
me. End of what?

SHADOW MAN THREE
You are the Hellmouth's last Guardian.

BUFFY
Latest. You mean "latest" guardian.

SHADOW MAN ONE
No.

BUFFY
Look - I got a First to fight. You
three have clearly had some time on
your hands. Tell me what I need to
know. I came to learn.

SHADOW MAN ONE
We cannot give you knowledge. Only
power.

BUFFY
Okay, know what I think? I'm not
really here at all. None of this is
actually happening, this is like a
play, like a shadow play, like a non-
reality re-enactment hologrammy...

WHACK! Buffy's theorizing gets cut short as one of the Shadow Men raises a QUARTERSTAFF up behind her and sharply knocks her unconscious with one blow. She crumples to the ground.

Without another word, the Shadow Men lift DRAG Buffy away, resuming their chant, toward a distant CAVE...

KENNEDY (PRE-LAP)
And this is gonna help us how?

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Willow leads Kennedy as they pour a small bag of brightly colored SAND across the floor, forming a circle.

DAWN
The sand forms the circle, the circle
acts as a barrier, the barrier
contains the portal.

They finish with the sand.

KENNEDY
Now what? We hold hands and chant
"kumbaya" or something?

WILLOW
Maybe. Until we get the Magicks up
and running, I'm kind of working on
my best guess here.

XANDER
Maybe we should wait.

KENNEDY
For what?

XANDER
Spike. See if he can bring back that
Demon.

WILLOW
I don't think waiting's the best idea
right now. Opening a portal this
size, could take days.

KENNEDY
Better get started.

Willow takes a deep breath, scared. Kennedy takes her aside.

WILLOW
I think I might pee in my pants.

KENNEDY
You can do it.
(beat)
The Magicks, not the pants thing.

Willow sits in the center of the circle, lotus position.

WILLOW
(Latin)
Via temporis, iam clamo ad
te, via spatii, te jubeo
aperire.
WILLOW
(English)
Avenue of time, I call now
upon you, avenue of space,
I say thee, open.

Nothing happens.

WILLOW
(Latin)
Aperi!
WILLOW
(English)
Open!

Still nothing. Willow turns to Dawn.

WILLOW
Dawnie, you better put on some
coffee, this could take a...

And suddenly, WHOOSH! Dawn and Kennedy both get BLOWN BACK away from Willow.

CLOSE UP OF WILLOW'S EYES - The pupils go DARK.

Willow BELLOWS in rage and pain. Dawn and Kennedy, smashed against the wall, just watch as Willow's roaring GROWS.

INT. CAVE - DAY

Buffy sits slumped against a wall, head bowed, unconscious. Slowly she lifts her head, looks around to see:

Buffy's POV: The Shadow Men stand before her, impassive in their cowls, just watching.

Buffy stands. Walks toward them - then stops - realizing she is CHAINED TO THE WALL.

BUFFY
What is this?

SHADOW MAN TWO
We are at the beginning.

SHADOW MAN THREE
The source of your strength. The
well of the Slayer's power.

SHADOW MAN ONE
This is why we have brought you here.

BUFFY
I thought I brought me here.

The three men say nothing. Then, they POUND their staffs into the ground, rhythmically, in unison, throughout the following.

BUFFY (cont'd)
Listen to me. I'm already the
Slayer. Bursting with power - don't
need more thanks. You're wasting
time! I'm here to learn - I need to
know how to fight The First.

SHADOW MAN ONE
The first Slayer - did not talk so
much.

We see a fuller picture of this cave space. It is a RITUAL CHAMBER, its floor painted with an ornate, swirling SYMBOL.

The Shadow Men CHANT as one of them steps forward holding a small, WOODEN BOX. He places it on the floor, in the center of the painted symbol, and opens the box. All three Shadow Men step away, and stand like guards, holding their staffs.

SHADOW MAN ONE (cont'd)
Herein lies your truest strength.

SHADOW MAN TWO
The energy of the Demon. Its spirit.

SHADOW MAN THREE
Its heart.

BUFFY
This is how you...

SHADOW MAN ONE
...Created the Slayer? Yes.

BUFFY
(softly)
Bastards...

SHADOW MAN
This is how we did so then. How we
will do so now.

And slowly, a MIST begins to rise from the open box...

SHADOW MAN ONE (cont'd)
This is how it must be.

The MIST keeps rising, growing fuller, taking shape...

SHADOW MAN THREE
It must become one with you.

BUFFY
I get a say in this and I'm saying
no...

SHADOW MAN TWO
Merge, live, and grow inside you.

BUFFY
No!

SHADOW MAN ONE
This is how it was then. How it must
be now.

SHADOW MAN TWO
This is all there is.

They keep pounding their staffs. Buffy pulls at her chains. The MIST begins to swirl, rise high above the floor, and almost like a sentient creature sniffing out its prey, slowly circles the ritual chamber.

Then "sees" Buffy. And STRIKES. ENERGIES STREAM inside her eyes, mouth, nose - Buffy throws her head back and SCREAMS.

And as her screams fill the chamber, the Shadow Men watch, impassive as statues.

END OF ACT THREE
Act Four

INT. CAVE - DAY

Continuous. Buffy VIOLENTLY SHAKES her head, sending the mist out of her. She backs up a step and braces herself, standing alone in the center of the Ritual Chamber as the DARK MIST rises, swirls about her, stalking her.

BUFFY keeps an eye on the mist as it circles round her, bracing herself, trying to get in some kind of defensive position, but the chains, rattling, hamper her movements.

And just as she gets distracted by the chains, the Dark Mist STRIKES - diving right at her, fanning out her clothes, blowing her hair wild, going up her skirt...

Buffy SCREAMS in agony and the Dark Mist disperses all around her. Re-coagulates, and takes its form again, still stalking.

BUFFY
Make this stop.

SHADOW MAN ONE
This is what you came for.

BUFFY
You got the wrong Slayer. I'm not
the first one.

SHADOW MAN ONE
We know.

SHADOW MAN TWO
She begged for us to stop.

SHADOW MAN THREE
We did not then. We will not now.

The Dark Mist dives again. Buffy rolls out of its path, it SWOOPS by her and rises for another run. Buffy rushes to the Shadow Men, but her chains restrain her.

BUFFY
How many times I have to tell you?
I'm already the Slayer!

She keeps playing defense with the mist as she talks.

SHADOW MAN ONE
You came to us for help.

The Mist DIVES again.

SHADOW MAN ONE (cont'd)
Do not fight this.

SHADOW MAN TWO
We only want to help you.

Buffy BACKPEDALS as far and fast as she's able, but in the end the chains restrain her - she's stopped - and the Dark Mist shoots INSIDE HER. She SCREAMS in pain and we cut to:

INT. SUNNYDALE HIGH SCHOOL - BASEMENT - NIGHT

We see a bunch of random belongings getting roughly thrown aside - discarded. We see SPIKE rummage through a seemingly disconnected series of ITEMS - shoes, food, torn blankets, garbage really.

Until he stops. And GRINS.

Spike rises, pulling one long black item from the wreckage of his past life -- it is his COAT.

Spike WHIPS it around his shoulders, turning as he does so, and slips it on without a moment's hesitation. And in the same motion, he's on the move. He STRIDES out of the basement, eyes gleaming with purpose.

INT. SUNNYDALE HIGH SCHOOL - HALLWAY - NIGHT

Spike keeps moving down the hallway, almost GLIDING with the old vampire grace and menace. When he passes Principal Wood, standing calmly in one of the doorways, watching him go.

PRINCIPAL WOOD
Where you going?

SPIKE
Got a job.

PRINCIPAL WOOD
Nice coat.

Spike passes.

PRINCIPAL WOOD (cont'd)
Where'd you get it?

SPIKE
New York.

This is all exchanged without Spike's breaking stride. Spike exits frame, heading out the school, leaving Principal Wood behind. And his eyes narrow, watching Spike, knowing for sure that this is the man who killed his mother.

Principal Wood's face is near-expressionless, but we hear the howling winds of a STORM rising and cut to:

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Willow sits in the center of the living room, her hair whipping about, the eye in the center of the storm.

WILLOW
(Latin)
Via, concursus, tempus,
spatium, audi me ut
imperio...
WILLOW
(English)
Avenue, convergence, time,
space, hear me as I
command...

She grits her teeth, unable to bear the strain, and looks through the maelstrom to see Kennedy looking at her with all the belief in the world.

WILLOW
Screw it. Mighty forces, I suck at
Latin, okay? But that's not the
issue! I am in charge here and I am
telling you, open this portal NOW!

XANDER
It's not happening, Will.

KENNEDY
Give her time, she's getting it.

XANDER
Or something's getting her. Will -
thinking you better back up a little.

WILLOW
No!

Willow, feral, her eyes already dark, SHOOTS out both hands - one pointing at Kennedy, the other at Anya - and streams of ENERGY come sucking out of both of them, flowing, fast, into Willow, hair going BLACK instantly. She opens her mouth and lets out a primal yell of power and ecstasy.

And - WHOOSH! - The DOOR OF LIGHT emanates from the floor up.

WILLOW (cont'd)
Aahh!

Anya and Kennedy both fall to their knees, drained, horrified. Xander REACHES in through the light and YANKS Willow away. She cannot take her eyes off the portal - her handiwork.

Kennedy looks on, horrified.

EXT. STREET - NIGHT

CRACK! Spike in VAMP FACE comes STAGGERING back into frame, lip bloodied.

SPIKE
Aw come on now, Nancy, you call
yourself a Demon? Thought you were
up for a proper fight.

Crack! Spike gets hit again, this time so hard he goes off his feet and lands in a row of GARBAGE CANS.

SPIKE (cont'd)
Now we're talking.

Spike gets to his feet. The Demon comes running forward, grabs Spike hard around the rib cage and lifts him off his feet, crushing ribs.

Spike GROWLS, tossing his head back in agony, then brings his head CRASHING forward, head-butting the Demon.

The Demon drops Spike. Spike laughs and, from his knees, punches the Demon right in the nuts. The Demon BACKHANDS Spike hard. Spike rises to his feet, gesturing with both hands, "give it to me."

The Demon gives it to him. Punch after punch after punch. Spike just takes the beating because there's nothing else he can do.

The Demon prepares to deliver the death blow when Spike leaps off his feet and one-two, kicks the Demon twice fast in the face. Now it's the Demon's turn to stagger back.

Spike LAUGHS - and the laugh turns into a long bellowing HOWL at the moon. Feral Spike, bloody, battered, and having the time of his life, RUSHES forward out of frame to continue the fight, fists raised and not giving a damn about anything.

BUFFY (pre-lap)
I can't fight this.

INT. CAVE - DAY

BUFFY backs into frame, looking feral herself, the Dark Mist off her for the moment, but honing in. Buffy keeps moving back, pulling her chains TAUT.

The Shadow Men watch, saying nothing.

BUFFY
I know that now. But you guys?
You're just... men.

As she says this, she PULLS on her chains - ripping one from its metal ring, holding it fast to the floor. Now she's got a weapon. She swings the chain as she moves with greater freedom.

BUFFY (cont'd)
Just the men who did this. To her.
Whoever that girl was, before she was
the Primitive. To me, if you could.

The Mist DIVES for Buffy again. This time, like a matador, she side-steps it with ease, and, swinging the chain, heads for the Shadow Men.

BUFFY (cont'd)
But you can't.

Buffy lets loose with the chain - it WHIPS around one of the Shadow Men's ankles. Buffy YANKS it, pulling the Shadow Man crashing down to the floor.

SHADOW MAN ONE
You don't understand. You need our
power. To reject us is to disrupt
the Slayer line.

SHADOW MAN TWO
You are making things worse.

BUFFY
Good.

The Shadow Men lift their quarterstaves, spread out, and ATTACK Buffy. That's okay, she's got the chain. And with her legs free, she's good with the kicking.

BUFFY (cont'd)
You think I came all this way to get
knocked up by some demon dust? Think
again, old guys.

They move in with their quarterstaves. BUFFY swings the chain out, wraps it around one staff, pulls it back to her, catches it, and in the same motion brings the quarterstaff WHIPPING back around her, knocking out the Shadow Man coming up her back.

SHADOW MAN ONE
You are only destroying yourself.

BUFFY
Please. I died more times than you
can count.

WHACK! She takes out the second Shadow Man with a well- placed quarterstaff blow.

EXT. STREET - NIGHT

Spike (still in VAMP FACE) is held pinned against a BRICK WALL by the bellowing, enraged Demon. The Demon has a giant hand on either side of Spike's head, and he's twisting.

Spike reaches out with his own hands and grabs the Demon's head. Matches him, death-yell for death-yell.

They struggle. Then, there's a loud, sickening SNAP. And the Demon falls to the ground, dead.

Spike slumps against the wall, exhausted, but does not fall. He reaches into his old coat's pockets as if by habit and - happy surprise - finds a cigarette.

SPIKE
Don't know your feelings, big guy,
but to me, a tumble like that...

He sticks it in his mouth. Fishes around until he gets a white-tip match - and STRIKES it off the dead Demon's tusk. We tilt up to see (in a CUT, NOT A MORPH) that he's back in HUMAN FACE.

SPIKE (cont'd)
It's good for the soul.

And grinning with wicked satisfaction, Spike lights up, exhales a luxurious plume of SMOKE.

INT. CAVE - DAY

Buffy continues her fight with the Shadow Men, and the tide has turned, momentum in her favor.

BUFFY
I think you forgot one thing about
power.

The Shadow Man, facing her, simply DROPS his quarterstaff and stands before her, defeated but dignified. BUFFY takes her own staff and CRACKS it across her knee.

BUFFY (cont'd)
I am the power. Disrupting things is
what I do.

Howling, the Mist DISPERSES.

BUFFY (cont'd)
See?

SHADOW MAN ONE
(sadly)
We offered you power. You came for
knowledge.

BUFFY
So tell me something I don't know.

SHADOW MAN ONE
As you wish.

The Shadow Man smiles sadly and lifts a hand, as if asking permission. Buffy, wary, lets him. He reaches forward...

SHADOW MAN ONE (cont'd)
Now you will see. But without the
power, I wish to know...

He touches her head.

SHADOW MAN ONE (cont'd)
How will you save the world now?

And the LIGHT of the portal erupts behind her.

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

Spike, holding the carcass of the DEAD DEMON by the back of the neck, wordlessly HAULS him forward. There is a FLASH.

INT. CAVE - DAY

Buffy lets the Shadow Man reach out and TOUCH the side of her head - and she RECOILS just as there is a parallel FLASH. The SCREEN FLARES OUT WHITE.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

The flared-out LIGHT subsides. Buffy stands in the center of the living room. She looks around at Willow, Dawn, Anya, Xander. No one says a word. Buffy looks spent.

DISSOLVE TO:

INT. SUMMERS' HOUSE - UPSTAIRS HALLWAY - NIGHT

Willow and Kennedy enter the hall together, linger outside the door.

WILLOW
You okay? You've been kinda quiet
since...

KENNEDY
You sucked the life out of me?

WILLOW
Yeah. Since that.
(beat)
It's important you know. What I am.
What I'm like when I'm... like that.

KENNEDY
I thought it would be, I dunno.
Cool, somehow.
(beat)
It just hurt.

WILLOW
I'm sorry. You were the most
powerful person nearby. That's how
it works. It's how I work.

KENNEDY
I get that. You told me. I'll um
...I'll see you in the morning.

Kennedy heads down the hall, alone. Willow just watches, lets her go. Then turns and heads into Buffy's room.

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

BUFFY lies up, awake, in bed alone. Willow enters, sits on the edge of the bed.

WILLOW
You okay?

BUFFY
Thanks for bringing me back. Again.

WILLOW
It's what I do.

Buffy nods. Willow nods. Nothing left to say. It's weird. Willow gets up to go. Buffy calls her back:

BUFFY
Will?

Willow turns back. Buffy takes a moment, then:

BUFFY (cont'd)
How will I save the world now?

WILLOW
I don't know. Usual way I guess?

Buffy tries to smile for Willow's benefit, but it fades fast.

BUFFY
Not this time. Will: The men I met.
The Shadow Men. They showed me.

WILLOW
Showed you what?

BUFFY
That the Primitive was right. It
isn't enough.

WILLOW
Why? Buffy. What did you see?

Buffy tries to look away, but Willow will not let her. They lock eyes.

WILLOW (cont'd)
What did they show you?

Buffy looks at Willow, and before she says a word we see:

INT. GIANT CAVERN - NIGHT

An UBERVAMP lifts its fanged, snarling face directly into camera and ROARS. We PULL BACK, fast, through a SEA of UBERVAMPS.

The triumphant HORDES. Writhing, pillaging, many holding crude weapons, truncheons, shields.

And we keep pulling back. Sunnydale, behind them, is in FLAMES. WAR. Apocalypse. The end of the World.

BLACKOUT.

END OF SHOW