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.

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...

We see Spike lagging behind.

She checks Spike's wary expression, checks herself.

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

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.

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

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.

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.

Buffy shakes her head "no."

The guys get up to go.

They go. Principal Wood takes a seat.

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

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

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

INT. SUMMERS' HOUSE - FOYER - DAY

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

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

Beat. Buffy looks embarrassed, Principal Wood deadpan.

Buffy starts to lead Principal Wood away.

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

Buffy just leads Principal Wood out.

EXT. SUMMERS' HOUSE - BACKYARD - DAY

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

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.

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

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

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

Kennedy gets back to the troops, barking orders.

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

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

She sets down the weapons.

Willow shoots Buffy a look.

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

Buffy just SIGHS.

Buffy looks to him. He says without looking back:

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.

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

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

Spike stops, sees Buffy and Principal Wood watching him.

Spike whirls on Principal Wood. Wood remains calm.

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

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:

She leads Principal Wood with her, back upstairs.

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

They stop in the hall.

She holds up a large, old BOOK.

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.

Dawn starts to leave when a voice stops her:

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

Silent pause. Buffy addresses Dawn without looking at her.

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:

Nothing.

This gets a few startled reactions.

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

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

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

Buffy confronts Kennedy. Close. Calm.

Buffy turns on Anya.

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

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

Buffy speaks to Dawn without taking her eyes off Spike.

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.)

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

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

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

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

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.

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

Xander holds up parts of a LANTERN.

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.

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.

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 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:

Xander adds a GIRL image to the spinning shadow show.

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

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.

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...

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...

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).

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.

They all look around. Nothing.

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.

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

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.

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 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.

ANGLE ON: The door, ripped off its hinges.

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.

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.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Willow looks around at the devastation.

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

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

They turn to see Spike standing in the foyer.

Spike heads for the door.

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

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.

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

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

Beat.

They stand without answering.

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

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...

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.

They finish with the sand.

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

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

Nothing happens.

Still nothing. Willow turns to Dawn.

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.

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

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.

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

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

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.

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.

She keeps playing defense with the mist as she talks.

The Mist DIVES again.

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.

Spike passes.

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.

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, 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.

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.

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

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

Howling, the Mist DISPERSES.

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

He touches her head.

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.

INT. SUMMERS' HOUSE - UPSTAIRS HALLWAY - NIGHT

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

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.

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

Willow turns back. Buffy takes a moment, then:

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

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

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.