"Dirty Girls"

Written by: Drew Goddard
Directed by: Michael Gershman

February 19, 2003 (WHITE)

Teaser

EXT. OUTSIDE OF TOWN - NIGHT

A Girl, SHANNON, is running for her life. Behind her, cloaks billowing in the dim blue of night, are three BRINGERS, one with knife in hand.

She weaves and dodges, fast but out of breath, as they try to surround and grab her. Finally she breaks away, sprinting out into the middle of a road.

There is a pair of headlights coming, and she stands in the way, waving the vehicle down.

SHANNON
Help! Stop, please! Please...

The vehicle swerves, stops. It's a battered old pickup, being driven by a young preacher, CALEB. He is good-looking, working-class, wears black jeans, workboots that have actually seen work, and a black shirt with cleric's collar.

He looks around with concern as she pulls the passenger door open. They overlap:

CALEB
What's going on?

SHANNON
Please get me out of here --

CALEB
Is someone hurt?

ANGLE: THE BRINGERS

Burst out of the woods, heading for the girl. She throws herself in the cab, yelling:

SHANNON
DRIVE!

Which Caleb does, flooring it even before she gets the door shut, leaving the black-robed creatures behind.

INT. CALEB'S TRUCK - CONTINUING

For a while, Shannon just catches her breath, Caleb looking at her, at the rear-view mirror...

CALEB
Well that was... are you all right?

SHANON
(nodding)
Thank you. Thank God you were
there...

CALEB
(smiles)
Well, let's not give Him credit for
everything... No, I'm funnin' ya.
I don't believe in coincidence.
(looks back once more)
I also don't believe young girls
should be out in the woods late at
night. Should be tucked in bed.

SHANNON
Wish I was.

CALEB
I expect you do at that. I don't
mean to pry, but those boys looked
kinda like... well, you didn't happen
to fall in with Devil worshippers,
did you?

She looks out the window, her hard history washing over her face.

CALEB (cont'd)
I'm sorry. It looks like you've been
traveling a while.
(realizes)
And I didn't think... is there
somewhere you want me to drop you?
Are you headed somewhere?

SHANNON
Sunnydale.

CALEB
Going there myself. Never been, but
I expect we could find a police
station...

SHANON
I just need to get to Revello Drive.
But thanks, Uh, Father...?

CALEB
Call me Caleb. I never was nobody's
daddy.

SHANNON
I'm... Shannon.

CALEB
Well, Shannon, you feel like telling
me why those freaky joes were after
you?

SHANNON
(avoiding)
I'm not sure.

CALEB
Did you ever give thought that maybe
they were chasing you because you're
a whore?

SHANNON
(quiet)
What?

CALEB
(smiles)
I know what you're thinking: "Crazy
Preacher Man, spoutin' off about the
Whore of Babylon" or some such. That
ain't me. I'm not here to lecture
you. What's the point? My words
just curdle in your ears, you don't
take in a thing. So much filth
inside your head, ain't no room for
the words of truth. You know what
you are, Shannon?
(she doesn't answer)
Dirty.

SHANNON
I'm not... I don't want --

CALEB
There's no blame here. You were born
dirty. Born without a soul, born
with that gaping maw that wants to open up
and suck out a man's marrow. Makes
me puke to think too hard on it.

She tries to open the door on her side -- no handle. He pushes the car lighter in.

CALEB(cont'd)
Yeah, that door there's
problematical. Don't know as I can
recommend stepping out at this speed,
either. Like as not to tumble some.
Then there's my boys back there, they
hate to miss a mark.

SHANNON
Your boys...

CALEB
Well, they ain't exactly my blue-eyed
boys, but they're hard workers. And
they don't truck with Satan, that was
me havin' fun.
(looks her in the eye)
Satan is a little man.

She tries to grab the wheel -- he slams her back with one arm, and almost no effort.

CALEB (cont'd)
I don't like back seat drivers.

The lighter pops out. He takes it, and, driving with one knee, puts it to a ring on his finger, heating it up.

SHANNON
Please... don't hurt me...

CALEB
Is this the part where you offer to
do anything? 'Cause I've tried to
make it clear you have nothing I want
to explore.

He pulls the lighter off and the arcane symbol on his ring glows with heat.

He drives his fist into the side of her neck, smoke sizzling from the impression of the ring as she cries out in pain and fear.

CALEB (cont'd)
That's right! That's a cleansing
fire! Hallelujah!

He laughs well and heartily as he releases her, hands on the wheel again. She is pushed as far from him as she can be, tears streaming down her face.

CALEB (cont'd)
If I'm not mistaken there should be
a car a little ways behind us. And
I believe there's some folk in it
heading to the same place you are.
Now I got a message for you to
deliver, but it's not for them. It's
for the other one. The one and only,
original, accept-no-substitutes-
Slayer. Can you tell her something
for me?

SHANNON
Y-yes.

CALEB
Well thank you Shannon.

He whips a bowie knife from the other side of his seat and plunges it into her belly. Her eyes go wide, her agony soundless as he comes very close to her, lips to her ears, and whispers something we don't hear.

He pulls the knife out and steers with it still bloody in his hand.

CALEB (cont'd)
Now let's see if we can't do
something about that door.

He swings a leg around and KICKS her, the door swinging open and the girl tumbling out:

EXT. ROAD - CONTINUING

Spinning and flailing and finally coming to rest in the middle of the road. Dazed, bloodied, and swimming in pain, Shannon lifts her head to see the truck receding in the distance.

She doesn't see the headlights coming right at her from behind.

This car swerves at the last second, screeching to a stop.

The driver jumps out, runs to the girl. It's WILLOW.

The passenger gets out more slowly, and we don't see her face at first.

WILLOW
Goddess... can you hear me... can you
talk?

But Shannon is beyond speech. She glazes over into unconsciousness.

WILLOW (cont'd)
She's bleeding badly. We need to get
her to a hospital.

Willow starts pulling off her over-shirt to staunch the bleeding.

The other girl steps up to her, and we arm at her low angle, to reveal: FAITH. She looks out at the horizon, weary, wary.

FAITH
Yep. Guess I'm back in Sunnydale.

END OF TEASER
Act One

INT. XANDER'S APARTMENT - NIGHT

It's late, dark. POTENTIAL SLAYERS (12 total) are asleep, scattered throughout Xander's apartment -- some on couches, some on the floor in sleeping bags

INT. XANDER'S APARTMENT - BEDROOM - CONTINUING

XANDER is in bed. Sitting on the side of the bed next to him is KELLY, another potential (who happens to be pretty hot.) She's dressed for bed in a tight little t-shirt and boxer shorts.

The two talk in hushed tones, careful not to wake the others.

XANDER
I know it's hard...

KELLY
I haven't been able to sleep the last
few nights.

XANDER
Hey -- listen. It's gonna be okay.
Buffy knows what she's doing. She's
not gonna send you into battle until
she's sure you're ready for action.

KELLY
That's just it, though. How will I
know I'm ready?
(beat)
For action.

XANDER
You have to trust us.

KELLY
I'm so scared, Xander... and I'm so
young...

XANDER
Believe it or not, I was younger than
you when I started all this.

KELLY
There's just so much I haven't done.
So much I need to do. It's like,
I've never had a real boyfriend, you
know?

XANDER
Yeah?

She traces the bedsheet with her finger.

KELLY
I've never been with a man... I could
die tomorrow...

She looks up at him -- vulnerable, seductive.

KELLY (cont'd)
And I've never been with a man...

Xander looks at her -- apprehensive, aroused.

XANDER
Well... uh...

Another girl (COLLEEN) stands up from where she was sleeping on the floor next to them. She's wearing a nightie, and is similarly hot.

COLLEEN
I've never been with a man before
either...

XANDER
Colleen --

COLLEEN
(points at Kelly)
And I've never been with her in front
of a man before.

KELLY
(to Xander)
I've never been with her in front of
a man before either.

XANDER
Um...

Both girls turn and look at him. Colleen crawls on the bed toward him.

KELLY
Xander...

XANDER
We can't...

COLLEEN
We're so scared.

XANDER
The others will hear us.

Both girls shake their heads.

COLLEEN
No they won't.
KELLY
They're okay.

They turn and look toward the bedroom door. It starts to swing open all by itself...

We PUSH THROUGH to reveal a BIG SLOW-MOTION PILLOW FIGHT. All the girls from earlier are hitting each other with pillows. They're all scantily clad -- bras, panties, nighties, boxers, tight t-shirts. They're having a great time -- lots of smiles, laughs and shrieks. Some pillows break open, feathers fly.

Shrieks, laughs, nighties, feathers --

INT. XANDER'S APARTMENT - BEDROOM NIGHT

The door to Xander's room OPENS suddenly. Xander's abruptly jerked out of his fantasy. He's in bed, alone, disoriented. RONA, who's been knocking, sticks her head in the door.

RONA
Xander! Goddamn it.

XANDER
Wha -- What's going --
(panicked)
I'm sleeping.

RONA
Dominique has the stomach flu and the
toilet's backed up.

Behind her we see some of the girls sleeping or standing around, grumpy, wearing unflattering full-body pajamas (and one girl has orthodontic headgear on).

RONA (cont'd)
It actually backed up while she was
on the toilet. And she has the
stomach flu.
(beat)
You should probably visualize that
before you go in there, it'll make it
easier to deal with.

XANDER
(flustered)
Be right out. Just have a... leg
cramp.

Rona shuts the door. Leaving Xander alone. Exhale.

INT. HOSPITAL - NIGHT

We're in the Emergency Room Several ER DOCTORS work on an unconscious Shannon.

FAITH (O.S.)
You sure she's one of us?

We PULL BACK to find Willow and Faith removed from the action, looking on intently.

FAITH
She don't look like much now. Not a
potential Slayer, I mean.

WILLOW
(shrugs)
Dunno. Seems to fit, though. We'll
know more when she regains
consciousness.

FAITH
If she regains consciousness. Girl's
been gutted like a catfish.

Willow looks back toward Shannon. Somber.

WILLOW
Yeah...

FAITH
Something's killing girls all over
the world, trying to end the Slayer
line... Thing like that, figure I
might get a heads-up.

Willow looks at her, unsure how to explain.

WILLOW
Faith...

FAITH
Guess it doesn't really matter. Long
as you got the true Slayer intact.

WILLOW
You were in prison. We figured you
were safe there.

FAITH
(scoffs)
Yeah, that's prison. Safe as a
kitten.

WILLOW
Sorry. I - I don't know a lot about
"the big house."
(beat)
Was it... I mean, did something
happen in there.

FAITH
Someone came at me with this wicked
looking knife. Didn't know why...
not 'til now.

Willow clearly feels bad about all this.

WILLOW
Faith... we didn't think --

FAITH
Forget it. 'S cool. I get by.

She nods towards Shannon, changing the subject.

FAITH (cont'd)
What do we do about her?

WILLOW
We should find Buffy, tell her what's
going on. I tried calling home --
Dawn says she's out patrolling.

Faith moves to leave.

FAITH
Let's go look for her. Cemetery's
more fun anyway.

WILLOW
One of us should stay here. In case
she wakes up.

FAITH
Fine. Sit tight. I'll be back.

WILLOW
Wait... maybe you meeting Buffy alone
isn't the best idea...

FAITH
You told her the sitch, right? She
knows I'm coming. Prob'ly up all
night hangin' streamers...

WILLOW
Yeah. It's not like you guys are
study buddies exactly. Maybe it'd be
better if I... eased her into the
whole thing.

FAITH
I can't stay here, Willow. Spent too
much time in hospitals. We don't
click. Don't worry...

She turns to walk out the door.

FAITH (cont'd)
I'm sure we'll all get along fine.

EXT. GRAVEYARD - NIGHT

SCREAMS. BLOOD-PIERCING SCREAMS.

A HELPLESS GIRL runs terrified through the graveyard. We catch glimpses of something chasing her -- a black shape, moving quickly.

The Girl stops, scared -- which way do I run? -- and in that hesitation she's tackled from behind. We hear the GROWL of a vampire, see the black figure on her. She struggles, the vamp backhands her and she goes flying HARD into a tombstone.

VAMP POV -- Girl unconscious on the ground. Growl. Move in for the kill...

CLOSE ON a hand grabbing the back of the vampire's coat. A BLUR as the vamp is thrown across the graveyard, crashing into a tomb wall.

The Vamp hits the ground. We get our first good look at it -- turns out it's SPIKE (in VAMPFACE.)

He looks up to face his attacker. Sees --

FAITH walking towards him. Full of swagger.

FAITH
What'cha wanna do to her, vamp?
Somethin' like this?

Faith charges. With a growl Spike lunges at her, attacking. She easily blocks his punches and then WHACK hits him with a right cross that sends him flying back. He hits the ground. When he rights himself he's no longer in vamp face. He comes up holding his jaw, a little dazed.

SPIKE
Nice punch you got there.

He backs away, sizing her up.

SPIKE (cont'd)
Let me guess... Leather pants, hard
right cross, doe-eyes, holier-than-
thou glower...
(beat)
You must be Faith.

FAITH
Oh goody. I'm famous.

SPIKE
Heard you were coming. Right. Bit
of a misunderstanding here. I'm --

FAITH
Spike. We met before.

He tries to remember her. Shakes his head.

SPIKE
We have? I don't think--

CRACK! Faith kicks him right in the face.

SPIKE (cont'd)
Bloody hell! What are you doing --
I'm on your side!

FAITH
Yeah?

She attacks, hitting him again.

FAITH (cont'd)
Maybe you haven't heard. I'm
reformed.

SPIKE
So am I!

He blocks her attack and CRACK hits her square in the face.

SPIKE (cont'd)
I reformed way before you did.

She attacks again. They trade blows.

SPIKE (cont'd)
Stop... hitting... me. We're on the
same side.

FAITH
Please. You think I'm stupid?

SPIKE
Well, yes.

FAITH
You were attacking that girl!

WHACK -- she gets in a good one. And WHAM, a punch flies out of nowhere, drops Faith to the ground.

REVEAL BUFFY, standing over her (we may or may not notice she has a stake tucked in her belt).

BUFFY
Oops. Sorry, Faith. Didn't realize
that was you.

Faith stands up, tries not to show how much that just hurt.

FAITH
'S all right, B. Luckily you still
punch like you used to.

Buffy walks over, helps Spike to his feet.

BUFFY
You okay?

SPIKE
Yeah. T'riffic.

FAITH
You protecting vampires? Are you the
bad Slayer now?
(beat)
Am I the good Slayer now?

BUFFY
He's with me. He's got a soul.

FAITH
He's like Angel?

SPIKE
No.

BUFFY
Sort of.

SPIKE
I'm nothing like Angel.

BUFFY
He fights on my side. Which is more
than I can say for some of us.

FAITH
Yeah? Well, if he's so good, why's
he chasing down defenseless --

ROAR! The Helpless Girl, now in full VAMPFACE, tackles Faith from behind. They struggle on the ground. Buffy and Spike make no move to help.

BUFFY
That's one of the bad guys.

Faith struggles with the crazed vampire.

FAITH
You should make 'em wear signs...

She flips the Vamp off of her. Rolls to her feet. Turns, gets right in Buffy's face. Without breaking eye-contact, she pulls the stake out of Buffy's belt.

FAITH (cont'd)
(to Buffy, re: stake)
May I? Thanks.

She whips around, leaps on top of the Vamp. Plunges the stake down -- we hear it DUST just off-screen.

SPIKE
(it's been bugging
him)
Angel's dull as a table lamp. And we
have very different coloring.

Faith gets to her feet, a little winded, annoyed.

FAITH
Okay. Catching up. Anything else I
gotta know?

Buffy and Spike share a look. Then:

BUFFY
(insincere)
Nice to have you back.

INT. SUMMERS' HOUSE - ENTRYWAY - NIGHT

Buffy comes walking through the front door with Faith and Spike in tow. Faith looks around her...

FAITH
Whoa! Memory lane. Same old house.

BUFFY
Every piece of it's been destroyed
and replaced since you left, so,
actually, new house.

Buffy steps into the entryway, we find DAWN and GILES doing research at the table in the dining room.

DAWN
Buffy --

BUFFY
We've got another new houseguest.

Faith steps around past Buffy into the living room. Giles and Dawn stand up. Neither looks pleased at the sight of her, but not surprised to see her either.

Spike watches what follows with curiosity.

FAITH
Hey. Got a spare bed for a wanted
fugitive?

GILES
(coolly)
Hello, Faith.

FAITH
Huh. Guess "wanted" wasn't so
accurate.

DAWN
Does she have to stay here? 'Cause
there's some nice hotels that welcome
tried-to-kill-your-sister-types.

FAITH
Check it out, brat's all woman-sized.

BUFFY
Guys, we need to go to the hospital.
A girl was attacked on her way into
town. She may be a --

DAWN
We know. Willow's been calling.

GILES
She's still there. She'll call if
the girl wakes up.

Buffy looks at him coldly. There's still unspoken tension between these two.

BUFFY
Fine.

Uncomfortable beat as nobody's quite sure what to say.

GILES
Well, Faith. I guess we should try
to find a place to squeeze you in
tonight.

Giles and Dawn exit.

Spike looks at Faith.

SPIKE
Not all that tension was about you.
Giles was part of a plan to kill me
for Buffy's own good.

FAITH
Well, that makes me feel better about
me.
(beat)
Worse about Giles.
(beat)
Kinda shaky about you.

Spike nods, accepting that.

INT. VINEYARD CELLAR - NIGHT

SLO MO CLOSE ON: red wine pouring from a spigot into a glass.

It's a drinking glass, small one, not a wine glass. We WIDEN to see Caleb filling it from a small barrel. Widen more to see that this cellar contains dozens of barrels and a few huge casks. It's musty and monastic, with Bringers hovering (not literally) in the shadowy corners.

CALEB
Drink of this, for it is my blood.

He tastes it. Talks, conversationally, to someone. The Bringers?

CALEB (cont'd)
(wandering about)
You know, I loved the story of the
last supper, the body, the blood of
Christ becoming rich red wine... I
recall as a boy though I couldn't
help thinking, what if you're at the
last supper and you ordered the
white? Nice oakey chardonnay, or a
white zin, was he gonna make that out
of his lymph or some all? I never
did bring it up, but... well I
suppose there was reason I never
could stay with the same parish for
very long. Just looking for
answers -- looking for the Lord -- in
the wrong damn places. 'Til you
showed me the light.

The First, as Buffy, steps out of complete black shadow.

BUFFY/FIRST
Do you think I'm God?

CALEB
I, surely do not. I'm beyond concepts
like that.

BUFFY/FIRST
But you still wear the outfit...

CALEB
Man can't turn his back on what he
come from. Besides, black is
slimming. Everyone knows that.

BUFFY/FIRST
How do you like what I'm wearing?

CALEB
Just another dirty girl. And since
you only dress up in dead folk, I'm
guessing it's one has been paid her
wage.

BUFFY/FIRST
Look hard.

He does, looking her up and down, not lasciviously, just calculating. Comes close and stares in her eyes.

BUFFY/FIRST (cont'd)
What do you see?

CALEB
Strength. And the loneliness that
comes with real strength.

BUFFY/FIRST
Nothing about my pert and bouncy
hairdo?

CALEB
(realizing)
You're her.

BUFFY/FIRST
The Slayer.

CALEB
At long last...

He puts his hand tentatively to touch her face, puts it through it, pulls it back slowly, all over the following:

CALEB (cont'd)
All the work I done for you, blowing
up the council, organizing the Ray
Charles Brigade, and stickin' all
those splits... you never showed me.

BUFFY/FIRST
Well you've earned it. And you'll be
meeting her soon. Am I right?

CALEB
Oh yeah. She'll get the message.

BUFFY/FIRST
And what makes you so sure she'll
come?

CALEB
Curiosity. Woman's first sin. I
offer her an apple, what can she do
but take it?

The First smiles. Caleb raises his glass.

CALEB (cont'd)
See you soon.

He drains it.

END OF ACT ONE
Act Two

OPENING MONTAGE

Previously seen footage of Faith from episodes past.

ANDREW (V.O.)
Faith.

Start off with a collage of beauty shots. Faith looking tough. Faith looking dangerous. Faith looking seductive. You get the idea.

ANDREW (cont'd; V.O.)
Her name alone invokes awe. "Faith."
A set of principles or beliefs...

Let's make sure we get that shot of Faith putting her hands above her head from "Bad Girls" in here.

ANDREW (cont'd; V.O.)
Upon which you're willing to devote
your life.

Shots of Faith fighting various demons. Kicking much ass. Over which:

ANDREW (cont'd; V.O.)
The Dark Slayer. A lethal
combination of beauty, power, and
death. For years and years -- or to
be more accurate, months -- Faith
fought on the side of good...

EXT. ALLEY - NIGHT

NEW FOOTAGE TO BE SHOT:

Faith is surrounded by NINJAS (five of them -- Asian, black pajamas, the whole deal), as Andrew's voice-over continues.

ANDREW (V.O.)
Terrorizing even the most silent and
deadly members of the evil community.

The ninjas attack at once. Faith leaps into the air and takes all five of them out with a gravity defying (wire-gag) flashy circling kick.

She lands in a crouch amidst the fallen ninjas. Stands up into a HERO shot. Arching her back. Looking tough.

ANDREW (cont'd; V.O.)
But, like so many tragic heroes,
Faith was seduced by the lure of the
dark side.

RETURN TO MONTAGE

Shots of Faith being bad -- Faith shooting a bow and arrow, Faith breaking-and-entering, Faith punching people, Faith jumping up and down on the bed, Faith holding a knife to Willow's throat.

ANDREW (cont'd; V.O.)
She wrapped evil around her like a
large, evil poncho. She became a
cold-blooded killer.

Shots of Faith killing the Mayor's assistant, shots of Faith battling Buffy.

ANDREW (cont'd; V.O.)
Nobody was immune to her trail of
destruction. Not friends, not
family...

EXT. CAVE - NIGHT

NEW FOOTAGE TO BE SHOT: Faith locked in deadly battle with a Vulcan. Yes, a male Vulcan. Classic-Trek style Starfleet uniform of v-necked velour, black hair with bangs, pointed ears.

ANDREW (V.O.)
Not even the most pacifist and
logical of races...
[Note: despite its ridiculousness, this scene should be played straight. This is a life or death battle -- no hamming it up.]

They trade blows for a bit. Then the Vulcan goes for a Neck- Pinch. She catches his arm, twists it behind his back, and with her other hand holds up HER KNIFE, about to strike down and stab him in the stomach...

AMANDA (PRE-LAP)
What the hell are you talking about?

MATCH CUT TO:

INT. SUMMERS' HOUSE - KITCHEN - EARLY MORNING

ANDREW, holding VI in the exact same pose as Faith was holding the Vulcan, with a rolled-up newspaper held up, ready to strike.

A Large Group of Potentials (Rona, MOLLY, AMANDA, CHAO-AHN + 5 ND girls) listens intently to his story.

AMANDA
I thought Faith killed a
vulcanologist.

Andrew releases Vi and shakes his head patiently.

ANDREW
Silly, silly Amanda... Why would
Faith kill a person who studies
Vulcans?

The girls look at each other, a little confused.

AMANDA
He studied volcanos. He was a
professor.

ANDREW
Ah.
(beat)
Well, regardless.

MOLLY
Thought you weren't supposed to be
doing this any more. Making up these
stories.

ANDREW
I'm not. This is true, except for
that... possible word
misunderstanding. And there are some
things you need to know.

He turns and looks out the window.

POV SHOT: Faith doing training exercises in the backyard.

ANDREW (cont'd)
Faith has a history that is not to be
taken lightly.

Back on the group.

ANDREW (cont'd)
She's a killer. Never forget that.
You must stay on guard around Faith
at all times. Your very lives may
depend on it.

The group takes this in. Somber. Maybe even a little scared. Then:

CHAO-AHN
(Cantonese)

CHAO -AHN
(English)
There is a girl in the
backyard doing gymnastics.

INT. SUNNYDALE HIGH SCHOOL - WOOD'S OFFICE - CONTINUOUS

ROBIN WOOD is at his desk. He's still a little banged up from his encounter with Spike. Cuts, bruises, a bandage on his neck. He looks up when Buffy knocks on the door. She enters, a little wary.

BUFFY
You look better.

WOOD
No, I don't.

BUFFY
No, you don't.

WOOD
But I'll be okay. Unless, of course,
you start beating on me now.

BUFFY
I won't. I thought about it some,
drew a couple little doodles, but...
look... far as I'm concerned, we're
on even ground. I meant what I said
before -- I don't have time for your
vendettas -- but I need you in this
fight. I want you on my side.

WOOD
Thank you. That means a lot.

BUFFY
So we're good.

WOOD
Absolutely.
(beat)
You're fired.

BUFFY
That makes me feel so much -- What?

WOOD
Effective immediately.

BUFFY
You're firing me? I just refrained
from kicking your ass!

WOOD
Buffy, there's nothing here for you.
People are leaving town, half the
kids don't even bother to show up
anymore... You've got things to deal
with that're worse than anything
here. Look at the big picture.

BUFFY
Right. The big picture of the big
war with all the dead little girls.

WOOD
Not dead. Not if you get them ready.

Buffy sits down.

BUFFY
I don't want to lead them into a war,
Robin. War can't be the right thing.

WOOD
Most wars aren't. They aren't right
and they aren't necessary and humans
kill other humans. This isn't that
war. The only question about this
one is are you going to be ready for
it?

BUFFY
I don't know. These girls... they
haven't been tested in battle.

WOOD
Then I guess... maybe you should test
them?

Buffy thinks about that.

BUFFY
Couldn't I just come to work part-
time? I could make flyers for
encounter groups and post them around
the school. Kids could bring snacks--

WOOD
And you're fired again. Remember,
Buffy...
(beat, tiny bit
bitter)
"The mission's what matters."

Off Buffy's resigned look:

INT. SUMMERS' HOUSE - BASEMENT - DAY

We are looking up the stairs as the door from the kitchen opens and Faith slips in. We can hear the sound of girls laughing, training and banging around - which quiets as she shuts the door behind her. She moves down the stairs, sits on the bottom step. A beat as she takes in the silence. Then she reaches into her coat and pulls out a pack of smokes. Lights up.

SPIKE (O.S.)
You craving a moment alone in the
dank - or can I bum one?

Faith turns to see Spike on his cot in a corner. He's sitting up from sleep - shirtless and a little tousled. He's not chained up, but the chains are in evidence on the wall.

Faith gets up and moves toward Spike with the pack extended.

FAITH
Guess you can smoke all you want.
The "big C" not really an issue.

SPIKE
Teeth get yellow. Over an eternity.
You gotta watch that.

FAITH
Huh.

Spike takes a smoke as Faith eyes the chains mounted over the bed. He notices.

SPIKE
Right. Not what it looks like-

FAITH
Hey, to each his own. This one guy
I ran with? He liked me to dress up
like a school girl while he put his
head in a noose and-

SPIKE
I got dangerous for a while.

FAITH
This before the soul or after?

SPIKE
After. But I'm over it. In case you
get feeling dust-happy again after
your long incarceration.

FAITH
Not if you're all repent-y. Takes
the fun out of it.

An awkward moment as they smoke. Contemplate each other. Upstairs, distant shrieking from the girls can be heard.

FAITH (cont'd)
(re: noise)
No more Starbucks for the wannabes,
man. They've been spazzing for,
like, hours.

SPIKE
Yeah. Gets a bit much up there.

FAITH
They're good girls. Green, is all.

SPIKE
So how come you're not up there
imparting?

FAITH
That's Buffy's thing. Anyway - I
just spent a good stretch of time
locked away with a mess of female
types. Kinda had my fill.

SPIKE
But you waited until Angel needed you
to break out of jail.

FAITH
Three squares, nice weight room and
a movie every third Sunday. Coulda
been worse.

SPIKE
What movie?

FAITH
Last one was "Glitter."
(off his look)
Guess it couldn't've been worse.

SPIKE
You had the power to walk away
anytime. Nothing to stop you.

FAITH
I stopped me.
(then)
I got dangerous for a while.

They connect on this. Meet eyes.

SPIKE
You over it?

FAITH
More or less. I pull for the good
guys now.

SPIKE
What's the "less?"

FAITH
Usual stuff.

SPIKE
Such as?

FAITH
I was thinking about looking up the
guy with the noose.
(then)
Long incarceration.

Spike smiles a little. Likes this girl.

SPIKE
You could do better. School girl
thing is old hat.

FAITH
It's all old hat, man. Every guy has
some whack fantasy. Scratch the
surface of even the most crunchy
granola dude? Naughty nurses and
horny cheerleaders. I figure - you
can't beat 'em...

SPIKE
Join 'em.

FAITH
Just don't forget who's on top.

SPIKE
I suspect that would be you.

FAITH
Got that right.

Things are getting a little hot between them now. Faith plops on the end of Spike's cot, eyeing him.

FAITH (cont'd)
I met you before, you know.

SPIKE
Yeah. You made quite an impression
on my chin.

FAITH
Not in the graveyard. Before that.
I was kinda wearing a different body.

SPIKE
Pity.

FAITH
You seemed okay with it.

SPIKE
(getting it)
The body swap. With Buffy.

FAITH
She fill you in on that whole deal?

SPIKE
Told me it went down. Failed to
mention who was driving her skin
around.

FAITH
I may have said a few things.

SPIKE
Like you could ride me at a gallop
until my legs buckled... Squeeze me
'til I popped like warm champagne?
(off her look)
Not the sorta thing a man forgets.

FAITH
Shoulda known it wasn't blondy behind
the wheel. She'd never throw down
like that.

SPIKE
You have been away.

Faith stops - catching his drift.

FAITH
Don't tell me miss tightly wound is
gettin' her naughty on.

SPIKE
Not of late.

FAITH
Wow, everybody's full of surprises.

Faith grins, the vibe intimate. But a noise turns them. Buffy - just hitting the last stair. Not liking the cozy look of shirtless Spike and Faith smoking together on his cot. But Faith plays it off. No big deal.

FAITH (cont'd)
Hey B.

BUFFY
Nice to see you two getting on so
well.

FAITH
Yeah. You know all the cool vampires.

BUFFY
Yeah...

SPIKE
Aren't you usually at work about now?

BUFFY
Right. I kinda... I decided to cut
back my hours.

DAWN (O.S.)
Buffy? Is that you?

BUFFY
(calls up)
I'm down here!
(to Spike)
Figure I'm better off focusing on
what's going on around here.

Dawn appears at the head of the stairs.

DAWN
Buffy - Willow just called from the
hospital.
(then)
The girl's awake.

INT. HOSPITAL - DUSK

PUSH IN on Shannon, sitting up in her hospital bed. She's alive, but barely. She's beat up pretty good -- cuts, bruises, bandages. Maybe a contact that makes one eye all bloody -- that's always creepy. She speaks in a raspy whisper.

SHANNON
He was a minister or something... at
least he dressed like one. I thought
he was trying to save me... at first.

Buffy and Willow stand next to the bed, listening intently.

BUFFY
He picked you up on the side of the
road?

Shannon nods.

SHANNON
The Bringers were chasing me...

She thinks of something.

SHANNON (cont'd)
He said they were "his boys..."
(looks away)
Right before he burned me.

She turns, pulls back the bandage on her neck, revealing CALEB'S SYMBOL burned into her flesh. Buffy and Willow share a look, Buffy nods to Willow's purse. Willow pulls out a small digital camera and snaps a quick photo of the symbol.

SHANNON (cont'd)
He wanted to tell you something.
Before he... cut me... he told me to
give the slayer a message.

Buffy's barely able to control her anger at the horror this girl's faced.

BUFFY
(softly)
What was it?

Shannon looks at Buffy. Cold. Hollow.

SHANNON
He said, "I have something of yours."

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Oh boy. Do we have a full house. Buffy addresses the group. So it is: Xander, Willow, Giles, Spike, Dawn, Kennedy, Rona, Amanda, Vi, Molly, Chao Ahn, ANYA and Andrew.

BUFFY
We've got a new player in town.
Dresses like a preacher. Calls
himself Caleb. Looks like he's
working for The First.

DAWN
So he's like... The Second?

Buffy doesn't acknowledge this. She's cold -- her encounter with Shannon has left her shaken, angry.

BUFFY
He's taunting us. Calling us out.
Says he has something of mine. Could
be another girl. Could be something
else. Don't know. Don't care.
(pause)
I'm tired of talking. I'm tired of
training. He's got something of
mine? Fine. I'm getting it back.

She levels her gaze. Steeled.

BUFFY (cont'd)
And you guys are coming with me.

BLACKOUT.

END OF ACT TWO
Act Three

INT. (VINEYARD) - N.D. - NIGHT

A girl, BETTY, is looking for someone here, taking uncertain steps, peering into the shadows. She's seventeen or so, curvy in a way a rural-type sun dress can't hide -- you might call her voluptuous or even over-ripe. She startles when Caleb steps out of the shadows.

CALEB
You're searching for something, girl.
What would that be now?

BETTY
Oh. You. I was looking for you.

CALEB
That right?

BETTY
I heard you speaking tonight.
Preaching. I felt your words going
straight to me.

CALEB
The truth is like a sword, isn't it,
girl? Cuts deep.

BETTY
Yeah.

She moves in closer to him [BUT NOT TOUCHING HIM]... trying some seduction, a little clumsy, but ready.

BETTY (cont'd)
I got warm. The words made me feel
that way. I got warm. It was your
words made me feel that way. All
that power you was talking about.
The temple coming down, and the end
of days.
(beat, close:)
Your words are strong, Preacher.

CALEB
You liked 'em.

She nods, still shy but confidence building.

CALEB (cont'd)
Words I use got a power to 'em.
Power, now. They're not just
"words." They're Truth.

BETTY
They brought me here.

CALEB
They called you.

She nods.

BETTY
Felt like.

CALEB
And so you followed. Know why?

BETTY
Tell me, Preacher.

Betty puts her hands on her own belly, breathes deep, taking in his words.

CALEB
Because you're human. You got your
urges. A woman's got hers, a Man's
got his. Our whole race can be so
damnably weak. It's why we seek the
strength. That Power.

BETTY
It's not wrong to be drawn to the
Power? Is it, Preacher?

CALEB
No, child. Not wrong.

She steps up against a wall, into the deepest shadows. He follows her in. We can't see either of them. Then HER BODY FALLS OUT, INTO THE LIGHT, LYING BLEEDING, GUTTED. He steps out into the light, looks down at the body. He regards the (clean) knife in his hand.

CALEB (cont'd)
(matter-of-fact,
conversational)
Just human.

The BODY MORPHS, becoming BUFFY/THE FIRST, uninjured. She sits up, looks at Caleb.

BUFFY/FIRST
Most people don't like visits from
their dead, you know.

CALEB
It's okay with me. Might
unsatisfying's all. I must confess
I miss the bite of flesh on a knife.
Freeing a soul from its body should
have a, a tug to it

BUFFY/FIRST
You can't complain. You tricked
that girl. She followed you.

CALEB
I only told her the Truth. And as
for following ...

He tucks the knife back in his belt.

CALEB (cont'd)
There'll be others.

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

Big power pow-wow: Buffy, Xander, Willow, Spike, Giles, Faith.

BUFFY
Start arming the girls. I want to be
ready to move when we find him.

WILLOW
We don't even know where we're going.

BUFFY
That's why I figured we'd do a little
recon first, see what we can find out.
(to Faith)
You up for it?

FAITH
(shrugs)
Point me where you want me.

GILES
But are you certain this is the best
course of action? You don't even
know what this man has of yours, if
he in fact has anything.

BUFFY
It could be a girl. A potential
trying to get to us.

GILES
It could be a stapler.

BUFFY
I'm going in anyway.

GILES
With the girls? Most of them have
yet to be in the field at all, let
alone in a life-or-death situation.

BUFFY
Then it's time we test 'em. We'll
just take the ones who've been with
us the longest. The rest can stay
here.

SPIKE
Could be that's what he wants you to
do. Ol' bait and switch.

WILLOW
(nodding)
He lures us away, then kills all the
girls we leave behind.

BUFFY
I know.
(to Willow)
That's why I want you to stay with
them.

Willow gives her a look, not understanding.

BUFFY (cont'd)
You're my most powerful weapon, Will.
You can keep these girls safe if
something happens.

XANDER
Unknown man breezes into town, says
he has something of yours... Buffy,
this thing's got "trap" written all
over it.

BUFFY
He won't be expecting a full attack.
Not this soon. That's why we have to
move.

GILES
We know nothing about this man. We
cannot go into battle without
preparation. We need time.

BUFFY
Giles. We don't have time. And
you're not going into battle. I need
you to stay behind with the others.
(beat)
Help the girls who still need a
teacher.

Giles tries not to let her coldness get to him.

EXT. SUNNYDALE/VINEYARD - NIGHT

A BRINGER walks briskly through the dark night. Seems to have a clear purpose -- he's headed somewhere in a hurry.

We let him pass, DRIFT back, and find Buffy and Faith following him at a distance. As they walk, careful not to be discovered:

FAITH
No eyes, but lookit him go. He got
sonar or something?

BUFFY
Or something I guess. They're pretty
good when they attack.

FAITH
They say your other senses get
better. Maybe all blind people are
smokin' in a knife fight.
(off her look)
Not sayin' it's likely.
(then)
They just roam free 'round town?

BUFFY
Well, normally they show up out of
nowhere and either stab or get
stabbed and then run off.
(pause)
This guy seems like he wants to be
found.

FAITH
Lends weight to that whole "it's a
trap" theory.

BUFFY
I'm through waiting around for people
to attack us.

FAITH
Hey, I'm with you. Drop me in the
hornet's nest. What the hell.

Buffy nods, keeping her eyes on the Bringer she's tracking. Faith awkwardly takes the moment to try to connect.

FAITH (cont'd)
You've got a rough sitch here.
Trying to turn a bunch of little
girls into an army.

Buffy doesn't like that description.

BUFFY
They're potential Slayers. Just like
we were.

FAITH
Right. Maybe they'll do as good as
us.

Buffy shoots a glance at Faith... was that sarcasm? She's not sure.

BUFFY
They're getting better.

FAITH
I'll work with 'em. Some of 'em seem
real eager. Fashion disasters yeah,
but ready to fight.

BUFFY
Why'd you come back?

FAITH
Willow said you needed me. Didn't
give it a lot of thought. Do you...
Am I getting you want me to be not
here?

Buffy is startled.

BUFFY
No. That's not what I meant. I'm...
glad you're here. It's good.
(making an effort)
Thank you.

FAITH
No prob. You know me, I'm all about
the good deeds.

BUFFY
Willow told me you helped out Angel.

FAITH
Yeah. He says "hey."

BUFFY
Really?

FAITH
Sure.

Buffy nods, takes a moment, then:

BUFFY
How is he?

FAITH
Better. Had to do this whole magical
mindwalk with him.

BUFFY
You were in Angel's mind.

Faith picks up on Buffy's annoyance. And, despite herself, enjoys it a little

FAITH
Yeah. Very weird. We got close.
Saw all sorts of heavy stuff from his
past. Tripped 'me out.

BUFFY
Uh-huh.

FAITH
That whole vampire-with-a-soul tip,
interesting isn't it? I mean, the
darkness and the light. I can see it
in Spike.

BUFFY
So... how much did you and Spike--

Faith cuts her off.

FAITH
Buffy.

She nods towards the Bringer up ahead.

POV SHOT: We see the Bringer walk out into a clearing. Heading towards an old VINEYARD. An old, monastic building -- stone, vine-covered. Almost a religious vibe to it. Dark wood abounds, lots of shadows. Quiet. Abandoned.

But not empty.

We watch as the Bringer heads for a heavy wooden door, opens it, goes inside, see him go downstairs... and the door slams shut.

On Buffy and Faith, watching intently.

FAITH (cont'd)
What is this place?

BUFFY
Look. There's more of them.

And we see there are, in fact, more Bringers. Let's say four more. Walking out of the woods from different directions, all headed towards the main vineyard door.

FAITH
Looks like we found our hornet's nest.

BUFFY
Let's go get the cavalry.

INT. SUMMERS' HOUSE - LIVING ROOM - NIGHT

Dawn and Xander are helping the girls prepare for battle, checking weapons, outfits -- girls are going over moves... there is nervousness in the air. Xander indicates Molly's chest and neck (ala Charles McGraw in Spartacus) as he talks:

XANDER
Now remember, we're looking for
killing blows only, people, so chest
and throat if there's vampires,
stomach, chest and face if it's a
Bringer.

RONA
What if it's something else?

XANDER
Could happen, something otherworldly,
and here's a handy rule: Don't waste
your time with flashy tentacles just
'cause they're waving about trying to
get attention. Go for the center --
brain, heart, eyes. Everything's got
eyes.

DAWN
Except the Bringers.

XANDER
Except the Bringers.

MOLLY
I don't want there to be tentacles.
I'm not good with squishy.

KENNEDY
I don't care if it's Godzilla, I
wanna get in this thing.

ANDREW
Godzilla's mostly Tokyo based, so
he's probably a no-show.

DAWN
Besides, Matthew Broderick can kill
Godzilla, how tough is he?

ANDREW
(controlled fury)
Xander...

XANDER
(to Dawn, also upset)
Matthew Broderick never killed
Godzilla. He killed a big dumb
lizard that was NOT the real Godzilla.

DAWN
Right right, the big slow guy in the
suit was cooler.

ANDREW
I can't hear this...

XANDER
She's young, bro'. She doesn't
understand.

RONA
You people are even crazier than her.

XANDER
Than who?

RONA
Buffy, man. Taking us right into the
bad-guy's lair.

XANDER
Well that's generally speaking where
you find the bad-guy. And I don't
think you came here to fight plaque.

RONA
I came here for protection.

XANDER
Well you signed on to fight with --

RONA
I know, but this plan is trouble.
Buffy doesn't care how many of us
she --

XANDER
Let me tell you something about
Buffy. In fact, everybody should
listen to this.

KENNEDY
Uh, we kinda were.

XANDER
I've been through more battles with
Buffy than you all can imagine.
She's stopped everything that's ever
come against her.

ANGLE: THE FOYER

As Buffy and Faith enter quietly, and hover, unseen, listening.

XANDER (cont'd)
She's laid down her life --
literally --- to protect the people
around her. This girl had died, two
times, and she's still standing.
You're scared, that's smart. You got
questions, you should.
But you doubt her motives, you think
Buffy is about the kill... then you
take the little bus to battle. I've
seen her heart -- this time not
literally - and I'll tell you right
now she cares more about your lives
than you will ever know. You gotta
trust her. She's earned it.

A beat, as everyone takes this in. Andrew is trying not to cry. Dawn is quietly beaming at Xander

ANGLE: Buffy and Faith. Buffy is quiet, Faith grinning.

FAITH
Damn! I had no idea you were that
cool.

Everyone is startled to see them there.

BUFFY
Well, you were always a little slow.

FAITH
I get that now.

Buffy's eyes are on Xander, with unspoken gratitude. She steps into the room, putting her martial aspect back on.

BUFFY
All right, people. Let's saddle up.

EXT. VINEYARD - NIGHT

Quiet. Dark. We approach the doors of the Main Building.

ANGLE ON our army: Buffy, Faith, Spike, Xander, Kennedy, Rona, Vi, Molly, Amanda, and 5 OTHER POTENTIALS. Armed, Focused. Ready for anything.

Buffy stops the group at the door. She turns to Xander and Faith.

BUFFY
Set up a perimeter, guard the door --
I don't want anything getting in
behind us.
(nods to Spike)
My group'll go in first, check the
place out.
(to Xander, Faith)
You guys are our safety net. This
thing's a trap, we give the signal
and you come in guns blazing after us.

XANDER
What's the signal?

BUFFY
I'm thinking lots and lots of yelling.

Xander and Faith nod.

XANDER
Got it.

Buffy gestures to Spike and a few of the girls.

BUFFY
Shall we?

INT. VINEYARD - CELLAR - NIGHT

Buffy, Spike, Rona, Kennedy, Molly and two of the girls walk downstairs into the VAST MAIN CELLAR of the vineyard.

The group advances cautiously through the room, navigating the rows of wine barrels. They're sharp, ready. They move in formation, spreading out, guarding each other's back. This is a group of soldiers, not scared little girls.

MOLLY
What is this place?

BUFFY
'S like an old vineyard or
something.

KENNEDY
An evil vineyard, huh?

SPIKE
(nods)
Like Falcon Crest...

BUFFY
Stay alert. Bringers are here
somewhere. We just need to find
where they went...

SPIKE
Shouldn't be too hard...

They glance up off Spike's look and see BRINGERS (eight total) step forward into the light from the dark archways around the room. They're armed -- knives, staffs. They have our group surrounded.

OVERHEAD SHOT: Buffy and company circle in the middle of the room as the Bringers press forward, closing in on them.

BUFFY
Cover each other's backs... let them
come to us...

The Bringers ATTACK. The gang meets them head-on, and we've go ourselves one hell of a FIGHT.

The key here is that the girls are now warriors -- they can hold their own against these Bringers.

It's chaos. We see each member of our group fight skillfully against the onslaught: Buffy and Spike trade rapid fire blows with their Bringers. Molly catches an attacking Bringers' wrists and headbutts him. Rona kicks a Bringer in the face, Kennedy BLASTS one with an uppercut. The other two girls fight in some stunt-tastic ways.

The Bringers get in their shots as well. A Bringer sweeps Kennedy's legs. She hits the ground hard. He leaps on her, knee raised for the kill, when Molly CATCHES his hand, spins him around, and CRACK elbows him in the face, dropping him.

Buffy and Spike dispatch the Bringers they're fighting with some cool Medlen moves. They turn and rush to help the others. Spike CHARGES the Bringer Rona's fighting, taking him down hard.

Crack! Crack! We see a few SHOTS of Molly, Kennedy, and our two stunt girls knocking the Bringers back.

Buffy steps up and LEAPS off one of the barrels, jumpkicking a Bringer right in the face, sending him flying. He hits the ground, struggles to right himself... and starts backing away.

In fact, all the Bringers do -- the ones that aren't knocked out, at least. Seemingly defeated, they creep back, some of them disappearing into the darkness.

Buffy and company breathe hard, look each other over as they regroup and advance forward.

From the darkness in front of them we hear the soft clicking of boots on concrete.

CALEB (O.S.)
Well now...

Caleb steps out of the darkness.

CALEB
You girls are just burning with
righteousness, aren't you? Problem
is, you think they're blazing like
suns, when really you're matchsticks
in the face of the darkness.

He walks towards Buffy. Calm as can be.

CALEB (cont'd)
You having fun? Hope my boys haven't
worn you out too much. Need you fit
for when I... purify you.

BUFFY
Save the sermon, padre. Heard you
had something of mine.

Caleb smiles, holds his hands up, gesturing to the girls.

CALEB
Well I do now.
(pause)
You like my little message, did you?
You know, I ruined a perfectly good
knife on that girl. Got her soiled
blood all over the place. I may need
to get a new truck.
(then)
So you're the Slayer.

Caleb approaches Buffy.

CALEB (cont'd)
The Slayer. The strongest and
fastest and most aflame with that
most precious invention of all
mankind: the notion of goodness. The
Slayer must indeed be powerful.

WHAM! Out of nowhere he rockets his fist at Buffy's face and PUNCHES THE HOLY LIVING HELL OUT OF HER. He blasts her up into the air, sending her sailing over the wine barrels across the room. She slams into the back wall and hits the ground hard, knocked unconscious.

Caleb looks at the shocked faces of Spike and the rest of the girls, who have just seen their leader taken out with one punch. He smiles.

CALEB (cont'd)
So, what else you got?

BLACKOUT.

END OF ACT THREE
Act Four

INT. VINEYARD - MAIN ROOM - NIGHT

Picking UP where we left off, and continuing our FIGHT. Our epic, massive fight: Caleb stands laughing in the center of the room.

Spike MORPHS into VAMPFACE. With a ROAR he attacks, launching himself at Caleb. Caleb meets his attack head-on, blocking Spike's attack with glee (note: Caleb's moves should seem effortless, like he's toying with these people.)

Caleb blocks Spike's punches and HEADBUTTS Spike, knocking him back, dazed. Caleb steps forward and WHAM punches Spike right in the stomach, launching him straight back across the room. Spike's body goes crashing THROUGH ONE OF THE WINE BARRELS, sending a deluge of RED WINE gushing all over the place. Spike lays motionless in the mess, seemingly out.

Caleb laughs, surveys the room.

CALEB
Well c'mon boys, what are you waiting
for? Let's show these ladies a
proper time.

The Bringers come CHARGING out of the darkness, attacking the girls with newfound vigor. The girls seem overwhelmed -- after what they've just seen, they're rattled. No longer the fine-tuned machine.

Kennedy, Rona, Molly, and the two other girls trade blows with the Bringers, taking some nasty shots. Caleb gracefully walks through the melee, still calm as can be.

Without looking he BACKHANDS Kennedy (who was fighting a Bringer) across the room, sending her smashing into a FULL WINERACK. BROKEN GLASS AND WINE go cascading everywhere. Kennedy's body is lost in the mess.

RONA
Kennedy!

She starts to rush towards her. Caleb catches her as she's running by.

CALEB
Miss, I do believe you have your own
problems you should be worried about.

He takes her arm and CRACK snaps it over his knee, breaking it horribly. She SCREAMS and SCREAMS in pain.

He drops her on the ground. Walks over and picks up a knife off the ground. He tosses it to one of his Bringers, who catches it and leaps on Rona. Just as he's plunging the knife down --

FWACK! And arrow shoots straight through the Bringer's wrist, jerking him back.

Caleb whips around. Sees Xander in the doorway, holding up a fancy bow-and-arrow. Faith, Amanda, Vi, and the other three potentials come charging forward from behind him.

Caleb smiles.

CALEB (cont'd)
Oh good. There's more of you.

XANDER
Something tells me that's our guy.

FAITH
Two steps ahead of you.

Faith CHARGES at Caleb, a knife in each of her hands. She slices and dices at him, but he dodges her flurry.

The NEW GIRLS (Amanda, Vi, 3 potentials) rush into battle, going to the aid of their overwhelmed comrades. Rapid-fire exchanges with the Bringers.

ON XANDER, as he assesses the scene -- Faith fighting Caleb, girls fighting Bringers, Spike down, Kennedy down, where's...

XANDER
Buffy --

On the ground, out cold. He moves to her, just as a Bringer comes bearing down on them. Xander CRACKS him with his bow The two exchange blows, Xander pressing forward, protecting Buffy.

ON FAITH AND CALEB, battling furiously. He blocks her attacks, knocks the knives from her hands.

CALEB
You're the other one, aren't you?
The Cain to her Abel.
(beat)
No offense meant to Cain, of course.

She dodges his attack, CRACKS him in the face with a good punch.

FAITH
Never was much for the good book.

CALEB
Oh, it has its moments. Paul has
some good bits to say, for instance.

He catches her punch, spins her around, grabs her by the hair.

CALEB (cont'd)
But overall it's a tad...
complicated. I like to keep things
simple.

WHAM! He slams her FACE down into one of the wooden barrels. The barrel explodes in a TORRENT of red wine. Faith's body hits the ground amidst the wood splinters and wine. Caleb stands over her, palms up, smiling.

CALEB (cont'd)
Good folk, bad folk...

A Potential (let's call her DIANNE) steps up behind Caleb with a sword. She swings as hard as she can, going for his head. He ducks easily -- never takes his eyes off Faith and grabs Dianne by the throat. Pulls her close to him.

CALEB (cont'd)
Clean folk, dirty folk...

CRACK! He snaps her neck. Drops her to the ground. We see her hit the ground, neck at an awkward angle, eyes wide open. Dead as can be.

ON MOLLY

Who's just watched this in horror.

MOLLY
NOOOO!

Caleb turns, smiles. Starts walking towards her.

CALEB
Yes.

MORE SHOTS OF BRINGERS OVERWHELMING POTENTIALS -- Vi getting kicked in the face, Amanda getting slammed against the wall, other girls going down in fancy Medlen ways.

ON BUFFY

As she comes to, shaking the cobwebs away. She tries to get to her feet. We see things from her SHAKY POV: Chaos. Girls getting beaten by Bringers; Spike and Faith, both down, struggling to get to their feet; Caleb, across the room, walking slowly towards Molly.

Buffy sees Xander take out a Bringer with a hard ELBOW across the face.

BUFFY
Xander --

He turns sees her struggling to get to her feet. Rushes to help her.

XANDER
Buffy --

BUFFY
Get them outta here. We have to
retreat.

He looks at her. Are you sure?

BUFFY (cont'd)
Do it.

He nods, rushes back into the fray. We see him grab a fallen girl, start helping her to her feet.

ON MOLLY, holding her dagger, scared, backed into a corner. Caleb keeps walking towards her.

CALEB
I wish there were an easier way to do
this. To cleanse you. I do. But I
don't make the rules.

Molly girds herself for a last stand. She rushes towards him. Swinging her knife. He catches her wrist easily. SLAMS his other hand into her neck, grabbing her around the throat. He lifts her off the ground, into the air.

CALEB (cont'd)
Okay, that's a bit of a lie. I do
make the rules.

ON BUFFY, staggering across the room. She sees Caleb and Molly from her SHAKY POV. A Bringer attacks her, she backhands him hard, sending him flying. She turns her attention back to:

CALEB, holding Molly up. One hand around her throat. The other hand around her hand with the knife in it.

CALEB (cont'd)
What can I say? I work in mysterious
ways.

And with that he PLUNGES her own knife into her, driving it deep into her chest. Molly's eyes go wide with shock. Caleb tosses her back by the throat. She hits the ground. Eyes wide. Dead.

CALEB (cont'd)
Also fairly straight-forward ways.

Buffy SCREAMS. Launches herself at Caleb -- she was just seconds too late. She hits him as hard as she can across the face. He drops to one knee, comes back up laughing.

CALEB (cont'd)
That's it... show me your fire.

She attacks, they trade vicious blows.

ON XANDER, ushering girls up the stairs. He sees Faith, struggling to her feet.

XANDER
Faith -- we gotta go!

ON AMANDA as she helps another girl to her feet. They move toward the exit.

ON BUFFY AND CALEB, pounding each other. He swings for her, she ducks it, and CRACK sends him flying across the room with a vicious uppercut. She moves to go after him when

SPIKE grabs her by the arm, stopping her.

SPIKE
We're leaving.

She looks at him, coming to her senses. Nods. They look around them, see Rona on the ground, move to help her up.

ON XANDER, across the room, scanning the place as Faith hurries by him with a girl over her shoulder. He sees Kennedy struggling to pick herself up out of the mess of broken glass from the shattered wine rack. He rushes over to her, grabs her by the hand, pulls her.

XANDER
You okay?

She looks at him, dazed, cut up. She nods.

XANDER (cont'd)
Let's go -- c'mon.

He pushes her ahead of him. She runs toward the exit. He pauses for a moment, checking to see if anyone's left, when

Caleb grabs him by the neck, laughing.

CALEB
You're the one who sees everything,
right?

Xander struggles, but he can't break Caleb's grip.

CALEB (cont'd)
Let's see what we can't do about that.

Caleb takes his thumb and PLUNGES it deep into Xander's eye socket. Bloody and horrible. Xander SCREAMS AND SCREAMS.

Buffy and Spike, who are helping Rona out, turn towards his screams.

BUFFY
XANDER!

They rush toward Caleb and Xander. Caleb raises his bloody hand, about to dash out Xander's other eye, when Spike SLAMS into him, grabbing his arm, knocking him back.

Buffy's there to catch Xander, holding him in her arms as he clutches his face in agony.

Spike DRILLS Caleb with a nasty punch to the face. Caleb flies back, hits the ground

ON BUFFY, holding Xander. Stunned look on her face.

Spike turns, locks eyes with Buffy. He rushes to her, helps carry Xander. Drives them away toward the exit. Retreat.

They get to the stairs. Buffy turns back, surveys the wreckage of the scene. Bodies, Bringers, destruction... and Caleb. Standing up. Across the room. Staring at her. Smiling.

Buffy turns, rushing Xander up the stairs with Spike.

And Caleb backs away, smiling, into the darkness.

BEGIN MONTAGE

INT. HOSPITAL - NIGHT

TRACK through the Hospital Emergency Room. We see a few of the potentials from the fight (let's say Rona, Amanda, and two of the ND girls) in beds, bandaged, being tended to by a few DOCTORS and NURSES.

ON BUFFY as she walks through the room.

HER POV -- as she passes, the girls glance up at her, questioning looks in their eyes. Pain.

CALEB (V.O.)
Now it's a simple story. Stop me if
you've heard it.

She reaches Xander's bed at the end of the row. He's unconscious, his eye and head heavily bandaged. Willow sits at his side, holding his hand. Willow glances up at Buffy.

INT. SUMMERS' HOUSE - NIGHT

SIMILAR TRACKING SHOT through the house. The troops after a loss. A Potential tending to Kennedy's cuts on the couch; Vi and the other two girls who were at the battle, looking hurt, dazed, quietly talking to four Potentials who did not go.

ON BUFFY, walking through the house, surveying the damage.

CALEB (V.O.)
I have found and truly believe
there's nothing so bad it can't be
made better with a story. And this
one's got a happy ending.

As Buffy walks through the house, the girls throw passing glances at her. We read their eyes -- shame. Anger. Blame.

She can't meet their gazes. She walks out the front door.

EXT. SUNNYDALE STREET - NIGHT

Buffy. Walking alone in the night. Shellshocked.

CALEB (V.O.)
There once was a woman. And she was
foul, like all women. For Adam's rib
was dirty, just like Adam himself,
for what was he but human? But this
woman, she was filled. With
darkness, despair, and why? Because
she did not know. She could not see.

INT. VINEYARD - CELLAR - NIGHT

Caleb talks to The First (as Buffy). [We can do this in a dark, ND part of the Cellar -- no need to see the wreckage from the fight.]

CALEB
She didn't know the good news. The
Glory that was coming. That'd be
you.

He glances up at The First, glee in his eyes.

CALEB (cont'd)
The Kingdom, the Power, and the Glory
are yours. Now and forever You
show up - they'll get in line.

EXT. SUNNYDALE STREET - NIGHT

Closer on Buffy.

CALEB (V.O.)
Because they followed her. And all
they gotta do is take one more step
...and I'll kill 'em all. See?
(pause)
Told you it had a happy ending.

BLACKOUT

END OF SHOW