Written by:  Marti Noxon
Directed by:  Michael Lange
Transcribed by:  AleXander Thompson

Copyright  1998 Alexander Thompson

                   ~~~~~~~~~~ Disclaimer ~~~~~~~~~~

I do not own the characters in this story, nor do I own any rights to 
the television show "Buffy the Vampire Slayer". They were created by 
Joss Whedon and belong to him, Mutant Enemy, Sandollar Television, Kuzui 
Enterprises, 20th Century Fox Television and the WB Television Network.

This is not a novelization or a script. It is a straightforward and dry 
transcript of the episode "Surprise". It also includes descriptions of 
the settings, action scenes and camera movements where I felt they were 

I made every effort to accurately transcribe the dialogue from this 
episode. If you notice anything that is transcribed incorrectly, please 
let me know and I will post an update.                     rev 98.10.05

This episode was originally broadcast on January 19, 1998.

                    ~~~~~~~~~~ Prologue ~~~~~~~~~~

In every generation there is a Chosen One. She alone will stand against 
the vampires, the demons and the forces of darkness. She is the Slayer.

Buffy's room at night. She sleeps fitfully. She wakes with a start and 
puts her hand to her head. She reaches over to her lamp, turns it on and 
lets out a sigh. She takes her glass from her nightstand for a drink, 
but finds it nearly empty. She gets up to fill it.

Cut to the hall. Buffy comes out of her room holding the glass and walks 
down the hall. Behind her Drusilla stalks her. Buffy opens the door to 
the bathroom and suddenly finds herself at the Bronze. A slow ballad, 
"Anything", by Shawn Clement and Sean Murray, is playing. Buffy ventures 

Lyrics:  Take me over, I'm lying down / I'm giving in to you

She finds Willow sitting at a table with a large cup of cappuccino and 
an organ grinder's monkey.

Willow:  (to the monkey) L'hippo a pique' ses pantalons.

Translation:  The hippo stole his pants.

Lyrics:  I'm a hurricane

The monkey on the table with her squeaks. Buffy walks up to the table 
and looks at Willow curiously. Willow smiles at her and waves. Buffy 
raises her hand back, but remains confused about the monkey.

Lyrics:  I cannot describe this feeling

Buffy continues on and finds her mother holding a large cup and saucer.

Lyrics:  Now that I've found this love

Her mother sees her coming, and she turns to face her daughter.

Joyce:  Do you really think you're ready, Buffy?

Buffy:  What?

Joyce drops the saucer. Buffy watches it fall. It shatters on the floor. 
Joyce just turns and slowly walks away.

Lyrics:  I'll do anything for you

Buffy watches her go, then looks around the room again.

Lyrics:  Now that I've found this love

She walks past Willow again and through the crowd to the stage. It's 
empty, no band tonight. She turns around and smiles warmly.

Lyrics:  I'm a fire, burning like a house aflame

Angel is standing at the pool table. He smiles and starts toward her.

Lyrics:  I'm a hurricane

Buffy begins to walk toward him.

Lyrics:  I cannot move or see you fly / Now that I've found...

Drusilla suddenly appears behind Angel. She is vamped out, and thrusts a 
stake into his back and pulls it out. He arches backward in pain.

Buffy:  ANGEL!

Lyrics:  ...this love

They reach out for each other. Before she can touch him his hand begins 
to disintegrate. The rings on his fingers fall to the floor. His body 
doesn't explode like most vampires', but just crumbles to dust. Drusilla 
lowers the stake and takes the few steps over to Buffy.

Drusilla:  Happy Birthday, Buffy.

Cut to Buffy's room. She wakes from her nightmare and quickly sits up, 
surprised and confused.

Opening credits roll. Buffy's theme plays.

                    ~~~~~~~~~~ Part 1 ~~~~~~~~~~

Angel's apartment. There's a knock at the door.

Angel:  Hold on.

He reaches for the knob and opens it. Buffy is standing there with a 
worried look on her face.

Angel:  Hey. Is everything okay?

Buffy:  That's what I was gonna ask you. You're okay, right?

Angel:  Sure. I-I'm fine. (gestures for her to come in) What's up?

She comes in and puts her bag down. He swings the door partially closed 
and walks over to grab a shirt.

Buffy:  Um... I-I had this... dream that Drusilla was alive.

Angel:  (pulls on the shirt) What happened?

Buffy:  She killed you. Right in front of me.

Angel:  It was just a dream. It wasn't real.

Buffy:  But it felt so real.

Angel:  (puts his hand to her cheek) It wasn't. I'm right here.

Buffy:  Angel, th-this happened before. The dreams that I had about the 
Master, they came true.

Angel:  (reassuringly) Still, not every dream you have comes true. I 
mean, what else did you dream last night? Can you remember?

Buffy:  (looks down) I dreamt... I dreamt that Giles and I opened an 
office supply warehouse in Vegas.

Angel:  See my point?

Buffy:  (exhales) Yeah, I-I do, but... what if Drusilla is alive? We 
never saw her body.

Angel:  (reassures) She's not. But even if she was, we'd deal.

Buffy:  W-w-what if she is...

He grabs and kisses her, and she responds. A couple of kisses later they 
break off and look at each other.

Angel:  What if what?

Buffy:  (whispers) I'm sorry. Were we talking?

Angel leans over to kiss her again. They put their arms around each 
other and hold each other closely as they kiss. Buffy suddenly breaks 
off and looks down.

Buffy:  I'm sorry. I, um... I-I have to go to school.

She turns and quickly heads for the door.

Angel:  I know.

He follows her, takes her arm, turns her around and kisses her again 
passionately. They take hold of each other again. They stop kissing a 
moment later but keep touching foreheads.

Buffy:  Oh, God, you feel...

Angel:  You have to go to school. (guides her to the door)

Buffy:  Right. I know. This is me. (backs into and shuts the door) I'm 

They begin kissing passionately again. After a while they stop and look 
at each other.

Angel:  You still haven't told me what you wanted for your birthday.

Buffy:  (smiles) Surprise me.

Angel:  (smiles) Okay. I will.

They kiss.

Buffy:  (smiles) This is nice. I like seeing you first thing in the 

Angel:  It's bedtime for me.

Buffy:  Well, then I like seeing you at bedtime. Um... Um, heh...  Y-you 
know what I mean.

Angel:  I think so. What do you mean?

Buffy:  I like seeing you. The part at the end of the night where we say 
good-bye... It's getting harder.

Angel:  Yeah. It is.

Willow:  'I like you at bedtime?'

Cut to the lawn under the trees at Sunnydale High. Willow and Buffy are 

Willow:  You actually said that?

Buffy:  I know, I know.

Willow:  Man, that's like... I-I dunno, that's moxie or something.

Buffy:  Totally unplanned. It just... came out.

Willow:  (giggles) And he was into it? I mean, he wants to see you at 
bedtime, too?

Buffy:  Yeah, I, I, I think he does. Well, I, I mean he-he's cool about 

Willow:  Well, of course he is. 'Cause he's cool. I mean, he would 
never... you know...

Buffy:  Push.

Willow:  Right. H-he's not the type.

Buffy:  Will, what am I gonna do?

Willow:  What do you wanna do?

Buffy:  I don't know. I... I mean, (they sit on a bench) 'want' isn't 
always the right thing *to* do. To act on want can be wrong.

Willow:  True.

Buffy:  But... to *not* act on want... What if I never feel this way 

Willow:  Carpe diem. You told me that once.

Buffy:  'Fish of the day'?

Willow:  Not carp. (smiles) Carpe. It means 'seize the day.'

Buffy:  Right. I... I think we're going to. Seize it. Once you get to a 
certain point, then seizing is sort of inevitable.

Willow:  (wide-eyed) Wow...

Buffy:  (smiles) Yeah.

Willow:  Wow...

The school bell rings.

Buffy:  Oh... (gets up and goes)

Willow:  (gets up and follows) Wow!

Cut to them still walking. Willow stares at Buffy.

Willow:  Wow.

Buffy:  (smiles) Yeah.

She looks over to the side and sees Oz sitting at a bench with his 

Buffy:  Hey, speaking of 'wow' potential, there's Oz over there. What 
are we thinking, any sparkage?

Willow:  (smiles) He's nice. Hey, I like his hands.

Buffy:  Mm. A fixation on insignificant detail is a definite crush sign.

Willow:  Oh, I don't know, though. I mean, he is a senior.

Buffy:  (stops) You think he's too old 'cause he's a senior? Please. My 
boyfriend had a bicentennial.

Willow:  That's true. (unsure) Uh... I guess... I just...

Buffy:  You can't spend the rest of your life waiting for Xander to wake 
up and smell the hottie. Make a move. Do the talking thing.

Willow:  Well, what if the talking thing becomes the awkward-silence 

Buffy:  Well, you won't know until you try.

She walks off leaving Willow to consider her next action. She looks at 
Oz, at Buffy walking away and back at Oz.

Cut to Oz on the bench. He's practicing with his guitar. Willow walks 
around the bench and stands next to him.

Willow:  Hey.

Oz:  (looks up) Hey. (gives her his attention)

Willow:  Do you guys, uh, have a gig tonight?

Oz:  Oh, no. Practice. See, our band's kinda moving towards this new 
sound where... we suck, so... practice.

Willow:  (smiles) I think you guys sound good.

Oz:  Thanks.

Willow:  I bet you have a lot of groupies.

Oz:  (nods) It happens. Now, I'm living groupie-free nowadays. I'm 

Willow:  (smiles) Oh. (begins to feel awkward)

Oz:  I'm gonna ask you to go out with me tomorrow night. And I'm kinda 
nervous about it, actually. It's interesting.

Willow:  Oh. Well, if it helps at all, I'm gonna say yes.

Oz:  Yeah, it helps. It-it creates a comfort zone. (Willow smiles) Do 
you wanna go out with me tomorrow night?

Willow:  (cringes and slaps her hand to her forehead) Oh! I can't!

Oz:  Well, see, I like that you're unpredictable.

Willow:  Oh, it's just it's Buffy's birthday, and we're throwing her a 
surprise party.

Oz:  It's okay.

Willow:  But you could come. If you want to.

Oz:  Well, I don't wanna crash.

Willow:  No, it's fine! Well, you could be m... my date.

Oz:  (nods) All right. I'm in. (smiles)

Willow smiles back, and after a moment indicates she has to go. Oz nods 
to give her leave. She starts away, smiling widely.

Willow:  (to herself) I said 'date'.

Cut to Cordelia's locker. The camera is inside looking out. Cordelia 
swings the door open. Xander is standing behind her.

Xander:  So... Buffy's party. Manana.

Cordelia:  Well, just because she's Miss Save-The-World and everything, 
you have to make a big deal? I have to cook! And everything.

Xander:  You're cooking?

Cordelia:  Well, I'm chips and dips girl.

Xander:  (gasps) Horrors! All that opening and stirring.

Cordelia:  And shopping and carrying.

Xander:  Well, then you should have a person who does such things for 

Cordelia:  Well, that's what I've been saying to my father, but does he 

Xander:  Um, so, uh... You're going, and, and, and I'm going. Should... 
we maybe... go?

Cut outside the locker.

Cordelia:  Why?

Xander:  I dunno. This... thing with us, despite our better judgment, it 
keeps happening. Maybe we should just admit that we're dating.

Cordelia:  Groping in a broom closet isn't dating. You don't call it a 
date until the guy spends money.

Xander:  Fine. I'll spend, then we'll grope. Whatever. I just think it's 
some kind of whacked that we feel we have to hide it from all our 

Cordelia:  Well, of course *you* wanna tell everybody. You have nothing 
to be ashamed of. I, on the other hand, have *everything* to be ashamed 

Xander:  You know what? 'Nuff said. Forget it. It must've been my 
multiple-personality guy talking. I call him Idiot Jed, glutton for 

He looks at her and exhales, then turns and walks off.

Cut further down the hall. Giles comes walking out of the lounge and 
sees Xander.

Giles:  Oh, good morning. (quietly) Is everything in order for the 

Xander:  Absolutely. You ready to get down, you funky party weasel?

Giles looks at the stairs and sees Jenny and Buffy coming down.

Giles:  Here comes Buffy. (to Xander) Now remember: discretion is the 
better part of valor.

Xander:  You coulda just said, 'shh!' God, are all you Brits such drama 
queens? (to Buffy) Buffy, I feel a pre-birthday spanking coming on.

Jenny:  I'd curb that impulse if I were you, Xander.

She and Buffy sit at a table in the lounge.

Xander:  (into his shirt) Check, cancel spanking.

Giles:  (sits also) You alright, Buffy? You seem a little fatigued.

Buffy:  Rough night. I had a dream that Drusilla was alive and she 
killed Angel. I-it just really freaked me out.

Giles:  You fear it was more of a, a... a portent?

Buffy:  See, I don't know. I don't wanna start a big freakout over 

Giles:  Still, best to be, uh, on the alert. If Drusilla is alive, i-i-
it could be a fairly... cataclysmic state of affairs.

Xander:  Again, so many words! Couldn't you just say, 'we'd be in 

Giles:  (gives Xander a look) Go to class, Xander.

Xander:  Gone. (gets up and starts away, but stops) Notice the economy 
of phrasing: 'gone.' Simple. Direct. (points at Giles and leaves)

Buffy:  Maybe I should get 'gone', too. (stands up)

Giles:  (stands up) Uh, don't worry unduly, Buffy. I-I-I'm sure it's 

Buffy:  I know. I should keep my Slayer cool, but... it's Angel, which 
automatically equals maxi-wig.

Giles:  Hmm.

He gives her a smile as she goes.

Cut to Spike's warehouse. Dalton comes in carrying a large wooden box.

Dalton:  I have your package.

Spike:  Just put it on the table... near the other gifts.

Dalton walks past the camera to the table as Spike rolls into view in a 
wheelchair. Drusilla follows him, guiding the chair.

Spike:  Are you dead set on this, pet? Wouldn't you rather have your 
party in Vienna?

Drusilla:  But the invitations are sent.

Spike:  Yeah. It's just I've had it with this place. Nothing ever comes 
off like it's supposed to.

Drusilla:  (leans in and puts her hands on his chest) My gatherings are 
always perfect. Remember Spain? (crouches next to him) Hey... The bulls? 
(walks her fingers up his arm)

Spike:  I remember, sweet. But Sunnydale's cursed for us. Angel and the 
Slayer see to that.

Drusilla:  Shhh... (into his ear) I've got good games for everyone. 
(licks his cheek) You'll see.

She walks over to the table and inspects the roses and other red flowers 
that have been woven into the high backs of the chairs. She steps up to 

Drusilla:  These flowers... are wrong. (the decorators look worried) 
They're all... wrong! (moans) (Spike looks worried) I can't abide them! 
(screams and rips at them)

Spike:  Let's try something different with the flowers then.

She looks at him and calms down a bit. Then she eyes the boxes on the 
table and slowly walks around to them.

Drusilla:  Can I open one? Can I? 

Spike smiles at her, and she smiles back.

Drusilla:  Can I? Ooo...

Spike:  Just a peek, love.

She excitedly reaches for the latch on one of them.

Spike:  They're for the party.

He wheels himself over to her. Cut inside the box. Drusilla lifts the 
lid, inhales in wonder and smiles.

Spike:  Do you like it, baby?

Drusilla:  It reeks of death.

Cut outside the box. She sighs and kneels in front of Spike.

Drusilla:  This will be the best party ever.

Spike:  Why is that?

Drusilla:  Because...

She stands back up and leans toward the box. Cut inside the box.

Drusilla:  It will be the last.

She slams the lid shut.

                    ~~~~~~~~~~ Part 2 ~~~~~~~~~~

The kitchen at the Summers house. Joyce gets up from the far side of the 
island and takes her plate over to the sink. Buffy is sitting on the 
other side of the island.

Joyce:  Mall trip for your birthday on Saturday. Don't forget.

Buffy:  Space on a mom-sponsored shopping opportunity? Not likely.

Joyce:  Hmm. So, does, um, 17 feel any different than 16?

Buffy:  It's funny you should ask that. (gets Joyce's attention) You 
know, I woke up feeling more responsible, mature and levelheaded.

Joyce:  Really? Tch. It's uncanny.

Buffy:  I now possess the qualities one looks for in a... licensed 
driver. (looks at her mom hopefully)

Joyce:  Buffy...

Buffy:  You said we could talk about it again when I was 17.

Joyce:  Do you really think you're ready, Buffy?

She gives her mom a surprised look. Joyce drops her plate. Buffy watches 
it fall and sees it shatter on the floor.

Cut to Ms. Calendar's classroom. She walks to her desk with an arm full 
of papers. She sets down her mug and a couple of other things and begins 
to go through them. Behind her a man in a dark suit and hat approaches 
her. He stops and looks at her.

Enyos:  Jenny Calendar.

Jenny spins around, startled. She stares at him in surprise.

Jenny:  You startled me.

Enyos:  You look well. (steps up to her desk)

Jenny:  Yes, I'm fine. (goes around her desk) I know I haven't written 
as much lately. I've been busy.

Enyos:  I cannot imagine what is so important to make you ignore the 
responsibility to your people.

Jenny:  Well, I've been working and...

Enyos:  (interrupts) The elder woman has been reading signs. Something 
is different.

Jenny:  Nothing has changed. The curse still holds.

Enyos:  The elder woman is never wrong. She says his pain is lessening. 
She can feel it.

Jenny:  (looks down) There is...

Enyos:  There is what?

Jenny:  (looks up) A girl.

Enyos:  (exhales in disgust) What? How could you let this happen?

Jenny:  I promise you. Angel still suffers. And he makes amends for his 
evil. He even saved my life.

Enyos:  So you just forget that he destroyed the most beloved daughter 
of your tribe?! That he *killed* every man, woman and child that touched 
her life?! Vengeance demands that his pain be eternal as ours is! If 
this, this girl gives him one *minute* of happiness, it is one minute 
too much!

Jenny:  I'm sorry. I thought...

Enyos:  You thought what?! You thought you are Jenny Calendar now?! You 
are still Janna, of the Kalderash people! A Gypsy.

Jenny:  I know... Uncle. I know.

Enyos:  Then prove it. Your time for watching is past. The girl and him, 
it ends now! Do what you must to take her from him!

Jenny:  I will see to it.

Cut to the library. Buffy is sitting at the table while Giles paces 
behind her.

Buffy:  ...and then my mom broke the plate. It was just like my dream. 
Every gesture, every word. (looks up at him) It was so creepy.

Giles:  Yes, well, I-I-I'd imagine it would be... fairly unnerving.

He sits on the end of the table. Xander and Willow come bounding in.

Xander:  Hey! It's the woman of the hour.

Willow:  It's Happy Birthday Buffy!

She jumps over to the table, hugs Buffy's shoulders and gives her a big 
smile. She lets go and goes around to the other side of the table with 
Xander. Buffy just looks down and pulls her hair behind her ear.

Willow:  Not Happy Birthday Buffy?

Giles:  I-it's just that, um, part of the nightmare that Buffy had the 
other night actually transpired.

Buffy:  Which means Drusilla might still be alive. Giles, in my dream, I 
couldn't stop her. She blindsided me. A-Angel was gone before I knew 
what happened.

Giles:  Even if she is alive, uh, we can still protect Angel. Dreams 
aren't prophecies, Buffy. Y-y-y-you dreamt that the Master had risen, 
but you stopped it from happening.

Xander:  You ground his bones to make your bread.

Buffy:  That's true. Except for the bread part. (to Giles) Okay, so, 
fine. We're one step ahead, but I wanna stay that way.

Giles:  Absolutely. (stands up) Let me read up on Drusilla, uh, see if 
she has any particular patterns. (starts toward his office) Why don't 
you meet me here at 7:00? We'll map out a strategy.

Buffy:  What am I supposed to do until then?

Giles:  Go to classes, do your homework, have supper...

Buffy:  Right. Be *that* Buffy.

She gets up from the table, grabs her bag and heads out of the library.

Xander:  (pointing) Well, that's not a perky birthday puppy.

Willow:  So much for our surprise party. I bought little hats and 

Xander:  Mm-hm.

Willow:  Oh, well. I guess I'll tell Cordelia. (starts to go)

Giles:  No, you won't. (Willow and Xander stop) We're having a party 

Xander:  (stares at Giles) Looks like Mr. Caution Man, but the sound he 
makes is funny.

Willow frowns and nods in agreement.

Giles:  Buffy's surprise party will go ahead as we planned. Except I 
won't be wearing the little hat.

Willow:  But Buffy and Angel...

Giles:  May well be in danger... as they have been before, and, I 
imagine, will be again. One thing I've learned in my tenure here on the 
Hellmouth is that there is no good time to relax. And Buffy's turning 17 
just this once, and she deserves a party.

Xander:  You're a great man of our time.

Willow:  (smiles) And anyway, Angel's coming. So she'll be able to 
protect him *and* have cake.

Giles:  Precisely.

He goes into his office. Willow and Xander leave with a happy bounce in 
their step.

Cut to the school that night. Cut to a hall. Buffy comes walking down. 
Jenny sees her.

Jenny:  Buffy.

Buffy:  (startled) Oh, my God, I didn't see you there.

Jenny:  Sorry. Um, Giles wanted me to tell you that there's been a 
change of plans. Uh, he wants to meet you someplace near his house 
'cause he had to run home and get a book or something.

Buffy:  'Cause heaven knows there aren't enough books in the library.

Jenny:  Uh, he's... very thorough.

Buffy:  Oh, which is not to bag. It's kind of manly in an obsessive-
compulsive kind of way, don't you think?

Jenny:  Mm-hm. Um, you know, my car's here. Why don't I drive you?

Buffy:  Okay.

She starts out to the parking lot. Jenny watches her go a few steps and 
then follows.

Cut to the alley outside the Bronze. Jenny's Beetle rolls slowly along.

Buffy:  Are we goin' to the Bronze?

Jenny:  I'm not sure. Giles gave me an address. I'm just following his 

They round a corner, and Buffy sees something going on.

Buffy:  This looks funky. Stop for a sec.

A truck is parked in an adjacent loading area. A man jumps off of the 
truck bed while another walks across the loading dock.

Jenny:  No, Buffy, maybe you shouldn't.

Buffy:  Sorry. Sacred duty, yada yada yada.

She gets out of the car and goes to investigate.

Jenny:  (sighs) What is this? (leans her head on her hand)

Cut to the truck. Buffy walks up and stops by the cab. She sees Dalton 
carrying a wooden box.

Buffy:  Every time I see you, you're stealing something. (Dalton growls) 
You really should speak with someone about this klepto issue.

The truck's engine starts. Buffy turns and reaches for the door handle. 
Dalton makes a hasty escape. The truck door swings open before Buffy can 
reach it, and a vampire kicks out at her, hitting her in the arm, but 
not hard. She grabs for him and pulls him out of the cab and onto the 
ground. Dalton lifts the box onto the back of the truck. The vampire 
gets up from the pavement, and Buffy punches him, knocking him back down 
again. She backs up toward the truck to get around him, but a third 
vampire standing in the bed grabs her by the jacket and lifts her up. He 
gets her in a full Nelson hold. She pushes him back into a large box. He 
is stunned and lets go of his hold. She snaps her head back and butts 
him hard. The other vampire has climbed onto the truck bed also and 
comes at her. She punches him, turns and punches the one behind her, 
turns and punches the other one again, then kicks him in the chest, 
making him fall and roll over a crate. She blocks a swing from the one 
behind her, grabs his arm and shoves his head into the crate.

Cut inside the Bronze. Angel peeks out from behind a pillar and looks 

Angel:  Where is she?

The others peek out from behind the pool table and look up at him.

Willow:  Shhh! I think I hear her coming.

Cut outside. Buffy punches one of the wooden bed retainers and breaks 
off a piece. She jams it into one of the vampires' chests, and he bursts 
into ashes. The other grabs her from behind, lifts her up and carries 
her onto the loading dock. He throws her at a door. She hits it and 
rolls away.

Cut inside. The gang hears the fighting going on outside and looks 
toward a window. Cut to the window. Buffy and the vampire come crashing 
through and hit the floor. Everyone gets up to look. Buffy scrambles to 
her feet and kicks the vampire as he comes for her. He stumbles back a 
few steps. The others come closer to see. Buffy grabs a drumstick from a 
drum set, spins around with it, thrusts it into the vampire's chest and 
pulls it back out. The vampire explodes into ashes. Oz watches in 
astonishment. Cordelia jumps up from behind the pool table with her arms 
raised high.

Cordelia:  Surprise!

The others all look back at her.

Oz:  That pretty much sums it up.

Xander shakes his head at Cordelia.

Xander:  Tch.

Buffy hops down from the stage. Angel goes over to her. Cordelia lowers 
her arms.

Angel:  Buffy, are you okay?

Giles:  Yes. W-what happened?

Buffy:  (points behind her) Uh, there were these vamps outs... (looks 
around) W-what's going on?

Giles:  Oh, um... A surprise party. (blows on a party favor)

Cordelia:  Happy Birthday.

Buffy:  (smiles) You guys did all this for me? (to Angel) That is so 

Angel:  You sure you're okay?

Buffy:  Yes, I'm fine.

Willow:  (to Oz) Are you okay?

Oz:  Yeah. Hey, did everybody see that guy just turn to dust?

Willow:  Uh, well, uh... sort of.

Xander:  Yep. Vampires are real. A lot of them live in Sunnydale. 
(gestures between Willow and Oz) Willow will fill you in. (walks off)

Willow:  I know it's hard to accept at first.

Oz:  Actually, it explains a *lot*.

Jenny comes into the Bronze carrying Dalton's box.

Jenny:  Hey, can somebody give me a hand here?

Angel and Giles take it from her and set it on a table.

Jenny:  Those creeps left this behind.

Buffy:  What is it?

Giles:  I have no idea. Can, can it be opened?

Buffy:  Yeah. This looks like a release right here.

She works the latch and opens the box. Inside is an arm clad in armor. 
Buffy looks over at Giles in disgust. Suddenly the arm raises up, grabs 
Buffy by the throat and begins choking her.

                    ~~~~~~~~~~ Part 3 ~~~~~~~~~~

The Bronze. Buffy struggles with the arm. Angel tries to pull it off of 
her. Between them they get it off, and Angel stuffs it back into the box 
while Buffy steps back and tries to catch her breath. Giles slams the 
lid shut. Buffy coughs as Angel helps her aside.

Xander:  Well, clearly the Hellmouth's answer to 'what do you get the 
Slayer who has everything?'

Giles:  Good heavens. Buffy, are you all right?

Buffy:  Man, that thing had major grip.

Willow:  W-what was that?

Oz:  It looked like an arm.

Angel:  It can't be. She wouldn't.

Xander:  What, uh, vamp's version of 'snakes in a can', or do you care 
to share?

Buffy:  Angel?

Angel:  It-it's a legend... (Giles looks at the box) way before my 
time... of a demon brought forth to rid the Earth of the plague of 
humanity... separate the righteous from the wicked... and to burn the 
righteous down. They call him the Judge.

Giles:  The Judge? This is he?

Angel:  Not all of him.

Buffy:  (raising her hand) Um, still needing backstory here.

Giles:  Um... He, he, he couldn't be killed, yes? Um, a-an army was sent 
against him. Most of them died... but, uh, finally they were able to 
dismember him, but, uh... not kill him.

Angel:  The pieces were scattered... buried in every corner of the 

Jenny:  So all these parts are being brought here.

Buffy:  By Drusilla. The vamps outside were Spike's men.

Angel:  She's just crazy enough to do it.

Willow:  Do what, reassemble the Judge?

Angel:  And bring forth Armageddon.

Cordelia:  Is anybody else gonna have cake? (goes to the pool table)

Giles:  We need to get this out of town.

Jenny:  Angel.

Buffy:  What?

Jenny:  (to Angel) You have to do it. You're the only one that can 
protect this thing.

Buffy:  What about me?

Jenny:  What, you're just gonna skip town for a few months?

Buffy:  'Months'?

Angel:  She's right. I gotta get this to the remotest region possible. 
(goes to Buffy)

Buffy:  But that's not months.

Angel:  (gestures grandly) I gotta catch a cargo ship to Asia, maybe 
trek to Nepal...

Buffy:  You know, those newfangled flying machines really are much safer 
than they used to be.

Angel:  I can't fly. There's no sure way to guard against the daylight. 
I-I-I don't like this any more than you do, Buffy. But there's no other 

Buffy:  When?

Angel:  Tonight. As soon as possible.

Buffy:  But it's my birthday.

Jenny:  (comes over) I'll drive you to the docks.

Cut to Spike's warehouse. Drusilla is confronting Dalton. He has his 
eyes lowered.

Drusilla:  You lost it? You... lost my present.

Dalton:  I know. I'm sorry.

Spike:  It was a bad turn, man. She can't have her fun without the box.

Dalton:  The Slayer. She came out of nowhere. I didn't even see her. 

Drusilla cuts him off by putting her finger to his lips. She stares into 
his eyes. She lifts off his glasses and drops them to the floor. She 
stomps on them and grinds them into the concrete. She lifts her head 
with her eyes closed.

Drusilla:  Make a wish.

Dalton:  What?

She holds two fingers up to his eyes.

Drusilla:  I'm going to blow out the candles.

Spike:  You might give him a chance to find your lost treasure. He is a 
wanker, but he's the only one we've got with half a brain. If he fails, 
you can eat his eyes out of the sockets for all I care.

Dalton:  I'll get it. Please. I swear.

Drusilla thrusts both hands at him and pulls them back at the last 
instant and up into raised fists, and smiles at him evilly. She bends 
down and picks up his glasses.

Drusilla:  Okay.

She unfolds them and sets them back on his nose.

Drusilla:  Hurry back then. (pats his head)

She steps over to Spike and sits in his lap. Dalton breathes a sigh of 
relief and leaves to begin his task.

Cut to the docks. Buffy and Angel make their way to a ship. Angel has 
the box on his shoulder. They walk arm in arm. Buffy leans into him, and 
he kisses her on the head. When they reach the gangplank Angel sets the 
box down. They take a few steps away from the box.

Angel:  I should go the rest of the way alone.

Buffy:  Okay.

Angel:  But I'll be back. I will.

Buffy:  When? Six months, a year? You don't know how long it's gonna 
take or if we'll even... (looks down)

Angel:  Hey... (raises her chin) If we'll even what?

Buffy:  (tears in her eyes) Well, if you haven't noticed, someone pretty 
much always wants us dead.

Angel:  Don't say that. We'll be fine.

Buffy:  We don't know that.

Angel:  We can't know, Buffy. Nobody can. That's just the deal. (reaches 
into his pocket) I have something for you. For your birthday. I... I was 
gonna give it to you earlier, but... (shows her a ring with an intricate 

Buffy:  It's beautiful.

Angel:  My people -- before I was changed -- they exchanged this as a 
sign of devotion. It's a claddagh ring. The hands represent friendship, 
the crown represents loyalty... and the heart... Well, you know... Wear 
it with the heart pointing towards you. It means you belong to somebody. 
Like this.

He shows her his own ring on his finger. She touches his hand, leans 
over and kisses the ring.

Angel:  Put it on.

He takes the ring from her and slips it onto her finger.

Buffy:  (sobs) I don't wanna do this.

Angel:  Me either.

Buffy:  So don't go.

They kiss. She puts her arms around him. After several kisses they stop 
and look at each other.

Angel:  Buffy... I...

Two vampires suddenly jump at them from some cargo netting. One pulls 
Buffy off of Angel and throws her back. The other begins to fight with 
Angel. Buffy rolls to her feet. The vampire swings at her, but misses. 
She grabs him and starts pummeling his gut. Angel flips the other one 
over onto his back. He gets up, and Angel swings at him three times, but 
he blocks all of them. Angel's next punch lands on the vampire's face. 
Buffy ducks a swing, lifts herself up on the dock railing and kicks her 
assailant in the chest with both feet, sending him staggering back into 
the gangplank. She gives chase and grabs him by the back of the shirt 
and hair. He growls. Dalton drops out of the cargo netting now, too, 
runs over to the box, grabs it and starts to run.

Buffy:  Angel! The box!

Angel ducks a roundhouse kick, grabs the vampire's arm and flips him 
over onto his back. He runs after Dalton and tackles him to the deck. 
Buffy's attacker shakes free of her and shoves her into a stack of 
crates. He follows up with a roundhouse kick, but she ducks it and he 
just hits the crates. She makes a grab for him, but he punches her in 
the face. Angel gets ready to punch Dalton but gets distracted when the 
vampire he was fighting before grabs the box and makes a run for it. 
Buffy's opponent grabs her by the jacket and roars as he swings her 
around, over the railing and into the water. Angel sees her go flying.

Angel:  Buffy!

He jumps over the railing and into the water after her.

Cut to the library. Giles is researching the Judge. He looks up from his 

Giles:  They should be back by now.

Willow:  Maybe Buffy needed a few minutes to pull herself together. Poor 
Buffy, on her birthday and everything.

Xander:  Hmm, it's sad, granted. But let's look at the upside for a 
moment. (gets up) I mean, what kind of a future would she've really had 
with him? (Willow looks sadly up at him) She's got 2 jobs -- Denny's 
waitress by day, (Giles looks up, too) Slayer by night -- and Angel's 
always in front of the TV with a big blood belly, and he's dreamin' of 
the glory days when Buffy still thought this whole creature of the night 
routine was a big turnon.

Willow:  You've thought way too much about this.

Xander:  No, no. That's just the beginning. Have I told you the part 
where I fly into town in my private jet and take Buffy out for prime 

Willow:  (sees Buffy come in) Xander...

Xander:  And she cries?

Giles:  (stands up) What happened? (Xander sits)

Buffy:  Dru's guys ambushed us. They got the box.

Giles:  Where's Jenny?

Buffy:  Uh, she took Angel to get clothing. I, I had some here.

Xander:  And we needed clothes because...

Buffy:  We got wet. Giles, what do we know?

Giles:  The more I study the Judge, the less I like him. His touch can 
literally burn the humanity out of you. A true creature of evil can 
survive the process. No human ever has.

Xander:  What's the problem? We send Cordy to fight this guy, and we go 
for pizza. (smiles)

Buffy:  Can this guy be stopped? Without an army?

Giles:  Um, (reads) 'no weapon forged can kill him.' Not very 
encouraging. If we could only stop them from assembling him.

Buffy:  We need to find his weak spots, and we need to figure out where 
they'd be keeping him.

Giles:  This could take time.

Willow:  Better do a round robin. Xander, you go first.

Buffy:  Good call.

Xander heads for the phone.

Giles:  Round robin?

Willow:  It's when everybody calls everybody else's mom and tells them 
they're staying at everyone's house.

Buffy:  Thus freeing us up for world saveage.

Willow:  (smiles) And all-night keggers! (gets looks from Buffy and 
Giles) What, only Xander gets to make dumb jokes?

Xander:  (on the phone) Mom, hi. Xander. Yeah, uh, Willow and I are 
gonna be studying all night long, so I'm not gonna be coming home.

Cut to later. The research is going hot and heavy. Xander walks over to 
Willow at the counter with another open book.

Xander:  Tsk. I think I read this already.

Willow:  I can't get over how cool Oz was about all this.

Xander:  Gee, I'm over it.

Willow:  (smugly) You're just jealous 'cause you didn't have a date for 
the party.

Xander:  No, I sure didn't.

Giles:  (comes out into the main room) Angel? Any luck?

Angel comes down out of the stacks. Giles sees Buffy asleep in his 
office and holds up his hand to silence Angel. He follows Giles' gaze 
into the office.

Giles:  Sh-sh-sh.

They see Buffy with her head down on the desk. He waves Angel to follow 

Giles:  (whispers) Seems Buffy needed some rest.

Angel:  Yeah. She hasn't been sleeping well. Tossing and turning. 
(everyone looks at him) She told me. Because of her dreams?

They all go back to their tasks. The camera closes in on Buffy and loses 
its focus.

Cut to Spike's warehouse. Buffy walks in, looking at the party 
decorations. All around candles on tall sticks have burned way down. She 
goes to the table and walks around it. On the other side she sees Jenny 
walking the other way. She's confused about that, but gets distracted by 
several boxes sitting on the floor and goes over to them.

Drusilla:  Now, now.

Buffy spins around to see her on the upper level holding Angel in front 
of her.

Drusilla:  Hands off my presents.

She puts a sharp blade to Angel's neck.

Buffy:  No!

Cut to Giles' office. Buffy wakes from her nightmare with a start.

Buffy:  Angel!

Angel:  Buffy, it's okay. (she turns to him) I'm here. (she hugs him 
close) I'm right here.

Cut to Spike's warehouse. Drusilla stands at the top of the spiral 
staircase and claps her hands.

Drusilla:  More music!

She bobs her head to the gothic beat as she descends the steps. The 
party is going well. She makes her way to the head of the table and 
begins to dance there. "Transylvanian Concubine", performed by 
Rasputina, plays.

Lyrics:  If you want to know how / To fly high then go now / To the 
place where all the concubines... / Meet and converse with them / Marvel 
at their pale skin / Wonder how they chew on their pointy... / Teeth and 
hair are beauty / They know it's their duty / To be Countess in their 
hearts and their...

Spike comes rolling in with a large box in his lap.

Spike:  Look what I have for you, ducks.

Drusilla looks over at him.

Lyrics:  Minds that have to whisper / See in them a sister / Look into 
their eyes and you'll become / Transylvanian Concubine

Drusilla smiles and steps over to him.

Drusilla:  Ahh... The best is saved for last.

She takes the box from him and hands it to two vampires.

Lyrics:  You know what flows there like wine / Sorrow is their master / 
Cackling with laughter / Now he's having just one piece of...

The two vampires take it over to where the other boxes have been 
assembled into the shape of a body. They raise the box and set the head 
in place.

Lyrics:  Cakey is their make up / Catholics try to shake up...

Once in place, a bright light emanates through the cracks in the boxes.

Drusilla:  (smiles) Hmm.

The front of the now unified boxes opens like a pair of twin gates to 
allow the Judge to step out. His skin is blue, and he has small horns on 
his forehead. He opens his eyes.

Drusilla:  He's perfect, my darling.

Spike looks up at her.

Drusilla:  Just what I wanted.

She steps back to him and takes his hand.

                    ~~~~~~~~~~ Part 4 ~~~~~~~~~~

Spike's warehouse. Drusilla looks up at the Judge.

Drusilla:  Goll...

The Judge steps out of his box. He has difficulty keeping his balance. 
He points at Drusilla.

Judge:  You!

Spike:  (rolls over to him in Dru's defense) Ho, ho, ho. What's that, 

Judge:  You two stink of humanity. You share affection and jealousy.

Spike:  Yeah. What of it? (taps his armor) Do I have to remind you that 
we're the ones who brought you here?

Drusilla:  (smiles) Would you like a party favor? (indicates her guests)

The Judge looks at the party guests. His gaze settles on Dalton.

Judge:  This one is full of feeling. He reads. Bring him to me.

Another vampire grabs Dalton and keeps him from running away.

Spike:  What's with the bringing? I thought you could just zap people.

Judge:  My full strength will return in time. Until then... I need 

The Judge steps over to Dalton.

Dalton:  No. No! NO!

The Judge puts his hand on Dalton's chest, and he begins to smoke. 
Drusilla watches excitedly. The Judge's hand begins to burn into Dalton, 
who quickly combusts, disappearing in a flash of flame and smoke.

Drusilla:  (gasps) (gleefully) Do it again! Do it again!

She smiles down at Spike. The Judge smiles as he feels his power begin 
to return.

Cut to the library. Buffy comes striding out of the cage. Angel follows 
her out. Giles looks down at them from the stacks.

Giles:  Buffy, what's happening?

Angel:  She had another dream.

Buffy:  I think I know where Spike and Drusilla are.

Giles:  (comes down the stairs) That's very good, however, you, you do 
need a plan. I-I know you're concerned, Buffy, but you can't just go off 

Buffy:  I have a plan. Angel and I go to the factory and do recon, 
figure out how far they've gotten assembling the Judge. You guys check 
any places the boxes could be coming into town. Shipping yards, 
airports, anything. We need to stop them from getting all the boxes in 
one place.

Giles:  Yes. Yes, well, um, actually, that's quite a good plan.

Buffy:  This thing is nasty, and it's real, Giles. We can't wait for it 
to come get us.

Giles:  Right.

Buffy grabs her bag, and she and Angel make tracks for the door.

Cut to outside Spike's warehouse. The camera pans up to a second floor 
window. Cut inside. Buffy and Angel sneak quietly along the upper level. 
They look down at the party going on below. They walk to the railing.

Buffy:  I saw this. (whispers) The party.

They see the Judge walk into view flanked by Spike with Drusilla 
following. The Judge stops and senses something.

Spike:  What? What is it?

The Judge looks around, then up at Buffy and Angel and growls.

Angel:  We gotta get outta here.

They try to make a run for it, but there are vampires heading them off 
on both sides. They are captured. Cut below. Buffy and Angel are brought 
before Spike, Drusilla and the Judge.

Spike:  Well, well. Look what we have here. Crashers.

Buffy:  I'm sure our invitations just got lost in the mail.

Drusilla:  It's delicious. (licks her fingers) (to Angel) I only dreamed 
you'd come. Rrrr.

Angel:  (struggles) Leave her alone.

Spike:  Yeah, that'll work. Now say 'pretty please'. (smiles)

Judge:  The girl.

Drusilla:  Chilling, isn't it? She's so full of good intention.

Angel gets himself between the Judge and Buffy.

Angel:  Take me!

Buffy:  No!

Angel:  Take me instead of her!

Spike:  (raises his hand) Uh, you're not clear on the concept, pal. 
There is no instead. Just first and second.

Drusilla:  And if you go first, you don't get to watch the Slayer die.

Angel's captors pull him back. The Judge reaches for Buffy. Angel looks 
up and around for a way out of this. Drusilla wraps her arms around 
Spike and smiles. Angel sees the chains holding up Spike's video 
monitors. Then he sees Buffy getting ready to defend herself.

Angel:  Don't touch him!

Buffy kicks the Judge in the chest and knocks him back. Angel shakes off 
his captors and lunges for the chains. The Judge comes to a stop beneath 
the monitors, and Angel releases them. They crash to the floor on top of 
the Judge, hard enough to knock a hole in the floor. Buffy struggles 
free also, and runs to Angel. She sees the hole in the floor.

Buffy:  This way!

They go to the hole, and Buffy jumps down into the sewers below. Cut to 
the sewers. Buffy rolls away from the hole, and Angel drops down behind 
her. They get to their feet and start down the tunnels. Cut inside the 
warehouse. Drusilla gives the order to pursue.

Drusilla:  Go!

Two vampires rush to give chase. Cut to the sewers. Buffy and Angel pull 
a door closed behind them as their two pursuers drop through the hole 
and start after them. They look around to see where they went, but don't 
see anyone. They start down the tunnel, checking the side tunnels as 
they go, and continue past the door. When they've gone by Buffy opens 
the door and checks if the coast is clear. Seeing no one she steps over 
to a ladder and starts up. Cut to the surface. She lifts a manhole cover 
up, pushes it aside and quickly climbs out into the pouring rain. Angel 
follows right behind.

Angel:  Come on. We need to get inside.

Cut to Angel's apartment. He opens the door, and they come in. He turns 
on the light. Buffy closes the door behind them. He takes off his heavy 
coat and lays it aside. Buffy is soaked through to her skin without a 
coat or jacket.

Angel:  You're shaking like a leaf.

Buffy:  Cold.

Angel:  Let me get you something.

He gets some things from his armoire and hands them to her.

Angel:  Put these on. Get under the covers, just to warm up.

Buffy walks over to his bed and sits down. She looks up at him. He faces 
away to give her privacy.

Angel:  Sorry.

Buffy takes off her top shirt and winces and inhales in pain.

Angel:  What?

Buffy:  Oh, um... It's okay. I just have a cut or something.

Angel:  Can I... Lemme see.

Buffy clutches her shirt to her chest.

Buffy:  (whispers) Okay.

Angel turns around and sits down on the bed behind her. He gently 
touches her back and looks at the cut.

Angel:  It's already closed. You're fine.

Buffy leans back into him and cuddles her face to his. He puts his arms 
around her.

Buffy:  You almost went away today.

Angel:  We both did.

Buffy:  (sobs) Angel... (sniffles) I feel like I lost you... (sniffles) 
You're right, though. We can't be sure of anything.

Angel:  Shhh. I...

She turns around to look at him.

Buffy:  You what?

Angel:  I love you. I try not to, but I can't stop.

Buffy:  Me, me, too. I can't either.

They start to kiss. After a moment Angel breaks off.

Angel:  Buffy, maybe we shouldn't...

Buffy:  (stops him) Don't. Just kiss me.

Cut to later. They are both in bed asleep. Outside lightning strikes, 
and Angel wakes with a start and gasps for air as he sits up.

Angel:  Ahh!

He gets up from the bed and hurries off. Cut outside to an alley. Angel 
has dressed and crashes through the door into the rain. He stumbles over 
some trashcans and falls to the pavement. He cries out in pain and fear.

Angel:  Buffy!

Cut to the apartment. Buffy stirs slightly but keeps sleeping.

Angel:  Buffyyyyy!

To be continued...

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