Written by:  Joss Whedon
Directed by:  Joss Whedon
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 "Anne". 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 05.01.05

This episode was originally broadcast on September 29, 1998.

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

The Sunnydale cemetery at night. The camera fades in on a gravestone--
Andrew Hoelich, 1981-1998--and slowly pans down to the ground in front of it. A bouquet 
of fresh flowers is there. A hand comes out of the freshly filled grave 
and claws for solid ground. Slowly Andrew pulls himself out of his 
grave, now a newly made vampire. He growls when his head clears the 
earth, and continues to climb out on his stomach. He crawls along the 
ground, pulling out his legs as the camera pulls back, and stops when he 
sees a pair of wide-spread legs standing before him. He looks up to see 
who it is.

Willow:  That's right, Big Boy.

Cut to Willow.

Willow:  (smiles mischievously) Come and get it.

Andrew suddenly hops to his feet and roars at her. Taken aback by this, 
Willow takes a few quick steps backward. The vampire takes two steps 
toward her. Xander grabs him by the collar of his suit and pulls him 
back away from Willow. Andrew loses his balance in the process.

Xander:  I got him! Go!

Oz jumps out from behind a bush and starts to run toward them, but then 
hesitates a moment to get a stake from his jacket pocket.

Xander:  Any time now . . .

Andrew has regained his balance, and using Xander's grip to stabilize 
himself, kicks up with both legs and does a double pike snapping kick to 
Oz's face. Oz stumbles backward and falls. Without pausing, Andrew leaps 
up again and does a back tuck over Xander's head. Xander tries to rush 
him, but Andrew uses his momentum to deflect him into Willow. They both 
go crashing to the ground. Willow moans, but quickly sits up to watch 
Andrew run away.

Willow:  He's getting away! And . . . ow.

Oz scrambles to his feet and picks up his stake. He watches the demon 
running and holds his stake by the tip, preparing to throw it like a 
knife. Andrew leaps over a rock and continues running. Oz throws the 
stake. It whistles through the air as it flies end over end, and hits 
a gravestone, bouncing off of it with a loud thunk and flying wild.

Oz:  (shaking his head) That really never works.

Willow and Xander get up, and Oz turns to them.

Oz:  Are you guys all right?

Xander:  First of all, what was with the acrobatics? How did that 

Oz:  (looking in the direction that Andrew went) Wasn't Andy Hoelich on 
the gymnastics team?

Xander:  (gestures with his arm) That's right, he was! (shouting after 
Andrew) Cheater!

Oz gives Xander a brief look and then stares into the distance again 
looking for Andrew.

Xander:  (to Willow) Okay, and the, uh, second problem I'm having . . . 
'Come and get it, Big Boy'?

Willow:  Well . . . (stammering) W-well, the Slayer always says a pun or-or 
a witty play on words, and I think it throws the vampires off, and, and 
it makes them *frightened* because I'm wisecracking. Okay, I didn't 
really have a chance to work on that one, but *you* try it every time.

Oz:  Uh, if I may suggest: 'This time it's personal.' I mean, there's a 
reason why it's a classic.

Xander:  (steps away) I've always been amazed with how Buffy fought, 
but . . . (picks up his bag) in a way, I feel like we took her punning for 
granted. (steps back)

Willow:  (gives Xander a scolding look) Xander, past tense rule.

Xander:  Oh, sorry. I just meant we in the past took it for granted and, 
uh . . . we won't when she gets back.

Willow:  Do you think Buffy knows school's starting tomorrow?

Oz:  Tomorrow. (Willow looks at him) Right. Big day.

Willow:  (goes to Oz) Oh, I'm gonna be busy a lot. But, but only till 
3:00, and that's when you usually get up.

Xander:  I can't wait to see Cordelia. (pauses) I can't believe I can't 
wait to see Cordelia.

Willow:  (smiling) I wonder what our first homework assignment's gonna 

Xander puts his hands on his hips and gives her a look.

Willow:  Hey, you're excited over Cordelia, okay? We've all got issues.

Oz:  I guess we should pack it in.

Xander:  Yeah.

They all start to walk away from Andrew's grave.

Willow:  Wouldn't it be great if Buffy just showed up tomorrow? Like 
nothing happened?

Xander:  She can't just show up, she got kicked out.

Willow:  Well, yeah, I-I know. I just wish . . . I wish we knew where she 

Cut to a Los Angeles beach. A wave crashes on the sand. In the far 
distance a pier stretches out into the water. Buffy steps into view, 
walking barefoot across the sand. She stops and looks out over the 
ocean. She closes her eyes and raises her head to just feel the sun on 
her face and listen to the waves come in. The camera pans down from her 
face to her waist. A pair of hands reach around her and clasp in front, 
and she covers them with hers. The camera pans back up to her face. She 
looks back at Angel leaning his head over her shoulder. She reaches up 
with her hand and brushes it against his cheek.

Buffy:  How did you find me here?

Angel:  If I was blind, I would see you.

She lowers her hand to take his again at her waist and closes her eyes. 
She embraces his arms tightly to her.

Buffy:  Stay with me.

Angel:  Forever. That's the whole point. I'll never leave. (whispering 
into her ear) Not even if you kill me.

Buffy's expression turns from contented to dismayed.

Cut to Buffy's tiny apartment in a run-down downtown Los Angeles 
neighborhood. She wakes from her dream and looks around sadly. Slowly 
she gets up and goes over to the window overlooking the street below. 
The camera pans away from the window, past the sidewalk and into the 
street. A police siren gets louder as it nears, and an instant later an 
LAPD squad car races across the intersection at the end of the block 
against the red light.

Opening credits roll. Buffy's theme plays.

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

Behind the counter at a small, sleazy diner named Helen's Kitchen. 
The cook puts two burgers with fries up on the pick-up counter. A 
waitress walks past the counter to hang an order on the spinner. Buffy 
walks behind her to pick up the two burgers. She has her hair in two 
short braids to keep it out of the way. Her expression emotes a 
combination of sadness and boredom. She takes the two plates, walks them 
over to a nearby table and sets them down in front of two roughneck 
types. They both eye her lecherously. Buffy takes out her order pad.

Buffy:  Anything else?

Roughneck:  That'll do us, Peaches.

She tears off their bill and puts it on the table.

Buffy:  Pay at the counter.

Roughneck:  Sure you don't want me to work it off for you?

The other roughneck laughs at that. Buffy walks away, and as she goes he 
reaches out with his hand and slaps her on the behind. Buffy stops in 
her tracks. The two men just chuckle. She turns her head slightly, but 
thinks better of doing anything about it. She walks up to another table 
where a young couple is sitting. They are too into each other to notice 

Buffy:  You guys ready?

Rickie:  (still looking at his girl) Yeah. I think we're good. Um . . . 
(looks at Buffy's name tag) 'Anne'.

Buffy glances at them briefly, then looks down at her pad to take their 

Buffy:  What'll you have?

Rickie reaches into his pocket and pulls out a handful of change.

Rickie:  Well, okay . . . What can we get with this?

He dumps the change onto the table. It's mostly pennies, a few nickels 
and dimes, no quarters.

Buffy:  Um . . .

Lily:  (to Rickie) Can we get cake?

Rickie:  (to Lily) Don't be stupid. We gotta eat healthy. We can't have 
cake. (to Buffy) Can we get pie?

Buffy:  We've got a peach pie. (writes the order) I can't guarantee 
there's a peach in it.

Lily:  (to Rickie) We shouldn't have blown all our money.

Rickie:  (to Lily) Come on, it was worth it.

Lily smiles. Rickie looks up at Buffy as the two of them hold out their 

Rickie:  Hey, check this out.

Buffy looks at their arms as they hold them out together and sees they 
each have a tattoo of half of a heart with a ribbon across it. On their 
respective halves of the ribbon they have the other's name tattooed.

Buffy:  It's nice. It's nice and, uh, permanent. (smiles weakly)

Rickie:  (looking at Lily) Yeah, forever. (puts his arm around Lily) I 
mean, that's the whole point.

Lily looks at him and smiles. Buffy looks down sadly. A moment later she 
looks up at Lily, and there's a spark of recognition in her face. Lily 
looks up at Buffy and thinks she also recognizes her.

Lily:  Hey, do I know you?

Buffy:  (looks away) I don't think so.

Lily:  (looks harder) Really? Where're you from?

Buffy:  (avoids the issue) I'll get your pie.

Lily watches as Buffy goes to the cash register. Rickie distracts her, 
and they are in their own little world again. At the register Buffy puts 
down the order. The other waitress looks at her.

Buffy:   I'm not feeling great. (unties her apron) Do you think you can 
cover for me?

Waitress:  Sure. (looks at the order) Okay.

Buffy gives Rickie and Lily one last look and goes out of the diner.

Cut to the Sunnydale High School library. Students are busy looking for 
books they will need during the semester. Willow and Giles walk out of 
the stacks on the mezzanine level. Willow has several books in her arms.

Giles:  So, no joy at the cemetery?

They come down the stairs.

Willow:  No, he got away. We still have some glitches in the system, 
like . . . vampires getting away. But I think we're improving. (smiles)

They split up as Giles heads through the door to go behind the check-out 

Giles:  For God's sake be careful. (they meet at the counter) I mean, 
uh, I appreciate your efforts to keep the vampire population down until 
Buffy returns, but, uh . . . Well, if anything should happen to you and . . . 
you should be killed, I should take it somewhat amiss.

Giles scans Willow's books to check them out.

Willow:  You'd be cranky?

Giles:  Entirely.

Willow:  Well, we try not to get killed. (the phone in Giles' office 
rings) That's part of our whole mission statement. 'Don't get killed.'

She takes the books and stacks them together again.

Giles:  Good, good. (taps on one of her books) I think you're going to love 
that one. (goes to get the phone)

Willow picks the books up and starts out of the library. Before she can 
take more than a few steps, Cordelia comes up to her.

Willow:  Hi!

Cordelia:  Hey, Willow. (puts her bag on the counter)

Willow:  How was your summer?

Cordelia:  Oh, I can't believe you brought that up. Las Palmas was the 
nightmare resort. They order you around and make you have organized 
(makes quotes with her fingers) 'fun', and I used sarcastic quote marks. 
(takes her bag and starts out) Plus the fact there are cockroaches in 
Mexico big enough to own property. It was all about dread. How was your 

Willow:  Oh, it was okay.

They walk through the library doors and into the hall.

Cordelia:  Is Xander around?

Willow:  Well, uh, yeah. Somewhere.

They stop in the hall.

Cordelia:  Good. Great. I haven't seen him yet. (pulls her hair behind 
her ears) Do I look okay?

Willow:  Oh, yeah! (nods and smiles)

Cordelia:  (worried) How's my hair?

Willow:  Uh, it's good! (smiles)

Cordelia:  He didn't meet anybody over the summer, did he? No, who's he 
gonna meet in Sunnydale, but monsters and stuff? But then again he's 
always been attracted to monsters. (worried) How's my hair?

Willow:  Still good.

She turns to leave and sees Oz.

Willow:  (smiles hugely) Hi!

Cordelia grabs her arm and turns her around to look at her.

Cordelia:  Maybe he's forgotten me. (lets go) Well, I'll just have to 
make him remember. (smiles) See ya. (walks off)

Willow:  (turns back to Oz) You came to visit me. (sees his books) You 
came with books? Are they books for me?

Oz:  Well, actually, they're kind of for me.

Willow:  I don't get it.

Oz:  Well, it's sort of a funny story. (they walk) You remember when I 
didn't graduate?

Willow:  Well, I know you had a lot of incompletes, but that's what 
summer school was for.

Oz:  Yeah. Well, you remember when I didn't go?

Two students run past them, and the camera follows them down the hall 
past a teacher.

Teacher:  Whoa. Slow down, people. (they stop running) Summer is over. 
Be somber.

Willow and Oz walk by as the teacher goes back into his classroom.

Willow:  But you never said anything. How am I supposed to react to this 
rather alarming news?

Oz:  Well, actually, I was pretty much banking on you finding it cute.

Willow:  Well, traditionally, you know, repeating a grade isn't exactly 
a turn-on. (they stop by the lounge) A-and you're practically a genius. 
You're Mr. Test Scores. I-it's all a little weird.

Oz:  So the cute thing is out?

Xander rushes up to them.

Xander:  Have you guys seen Cordelia?

Willow:  Yeah. She's around here somewhere.

Xander:  I don't want to come on too geeky, but, uh, okay, I'm psyched! 
(flashes a big grin) There's gonna be some heat, if you know what I 
mean, so you guys might want to duck and cover. (Willow sighs) And I'm 
starting to be geeky. (grins again) Okay, bye. (he goes, but comes right 
back) How's my--

Willow:  (interrupts) Your hair is fine.

Xander:  (big grin) Cool. (darts away)

Larry and another jock walk behind Willow and Oz, and the camera follows 
them into the lounge.

Larry:  This is our year, I'm telling you. Best football season ever. 
I'm so in shape, I'm a rock. (they stop by the vending machines) It's 
all about egg whites. If we can focus, keep discipline, and not have 
quite as many mysterious deaths, Sunnydale is gonna *rule*!

Willow and Oz walk into the lounge on the other side of the tables.

Willow:  I'm trying to get to cute, really. But I'm still sorta stuck on 

Oz:  Well, I'd be willing to bargain down to 'eccentric' with an option 
on 'cool'.

They walk past the raised area where the couches are. Behind them Xander 
and Cordelia finally meet. The camera closes in on them.

Xander:  Hey!

Cordelia:  Hey.

Xander:  Good summer?

Cordelia:  It was all right.

Xander:  Cool!

Cordelia:  (sounding disappointed) Yeah.

They stand around looking uncertain for a moment.

Xander:  Well, I'll see ya.

Cordelia:  Yeah, whatever.

He turns and goes down the steps. Cordelia walks the other way toward 
the hall.

Cut to Buffy's apartment. She's sitting calmly on the edge of her bed in 
her nightshirt, holding a can of Spaghetti-O's in her lap. The camera 
pans up from the can to her face. She just stares blankly into the room, 
breathing calmly.

Cut to the street in front of Helen's Kitchen. Buffy walks along the 
street. A homeless man is sitting on the curb. Ken, the local shelter 
operator, approaches the man and crouches down beside him, holding out 
one of his leaflets.

Ken:  Hey, how are you? Can I talk to you for a moment? I have something 
you might be interested in.

Buffy continues walking and passes a store with a recessed entryway. A 
homeless woman is cowering there.

Homeless woman:  I'm no one.

Buffy looks at the woman.

Homeless woman:  I'm no one.

Buffy looks away and hides her face from the woman by pulling her hair 
behind her ear. Her expression becomes very sad.

Homeless woman:  I'm no one.

Cut to the library. Giles is on the phone in his office.

Giles:  Yes? Thank you, thank you.

He hangs up, puts the phone down, grabs his coat and quickly comes out 
of the office.

Giles:  I have a lead.

Willow and Xander look up from doing their homework at the table.

Giles:  A friend in Oakland has a-a-a sketchy report of a . . . (grabs his 
overcoat) young girl fending off a group of vampires . . . (grabs his bag) 
about a week ago. (looks at his watch) There's a plane out in about an 

Willow and Xander exchange a look.

Xander:  And what makes this different from the last nine leads?

Giles:  Well, I believe there's a meal on this flight.

Xander:  Look, I don't mean to poop the party here, it's just, you get 
your hopes all up, and then it's just a big fat raspberry, and I feel 

Willow:  But it's good that you're looking, though.  You shouldn't give 

Xander:  Oh, yeah.  Definitely.

Giles:  Yes, one must try.  Well, I-I-I should go. (rushes out)

Willow:  You don't think maybe he'll find her?

Xander:  I think he'll find her when she wants to be found.

They go back to doing their homework.

Cut to a street in L.A. at night.  Buffy slowly walks along to her 
apartment.  Behind her, Lily follows her.

Lily:  Anne?

Buffy doesn't respond.

Lily:  (louder) Anne?

Still no response from Buffy.

Lily:  Buffy?

Buffy stops in her tracks. Lily catches up.

Lily:  Don't be mad.  I won't turn you in or nothing.  I guess you don't 
recognize me.

Buffy:  (thinks for a moment) Lily?

Lily:  I mean from before.  I was calling myself Chantarelle then.  I used 
to . . . (sighs) Well, I was in this cult that worshipped vampires.  So 
lame, I know.

Buffy:  Yeah . . . I, uh, I remember.

Lily:  But . . . you kinda saved us.  I never thanked you or anything.

Buffy:  Did you tell anyone who I was?

Lily:  Oh, no!  Not-not even Rickie.  I mean, I was so surprised to see 
you here, waiting tables . . . But I wouldn't tell.  I know how it is when 
you gotta get lost.

They start to walk again.

Buffy:  Do you, uh, do you live nearby?

Lily:  Well, there's a couple of places. Uh, they're abandoned, and a 
lot of people stay there. (pauses) So how come you came up with Anne?

Buffy:  It's my middle name.

Lily:  Lily's from a song. Rickie picked it. I'm always changing anyway. 
Chantarelle was part of my exotic phase.

Buffy:  It's nice. It's a . . .it's a mushroom.

Lily:  It is? That's really embarrassing.

Buffy:  Um, well, i-it's an exotic mushroom, if that's any comfort.

Lily:  Well, before that, I was following this loser preacher and 
calling myself "Sister Sunshine."

Buffy:  What do they call you at home?

Lily looks away and doesn't respond.

Buffy:  I like Lily.

Lily:  It's cool for now. Hey, do you have any money?

They stop, and Buffy gives her a surprised look.

Lily:  I didn't mean that like-- Well, I just mean . . . I know this guy, 
he's gonna have this kinda rave thing in his basement. We could go. I 
mean, I could show you if you had-- 'Cause I'm broke.

Buffy:  I-I don't think so. I just kind of . . . I want to be alone.

Lily:  I didn't mean to bug you.

Buffy:  No! I-I didn't, I didn't mean that, it's just . . . Well, a-a lot 
of people like that, it's, it's too much.

Lily crosses her arms and looks very disappointed. Buffy looks down and 
starts to dig through her purse.

Buffy:  I-I do have the money, though, so, why don't you and Rickie go, 
and then maybe I could meet you some other time--

Lily raises her hands and waves off the offer.

Lily:  No. It's okay, it's okay. Forget about it. Just--

A homeless man rudely pushes his way between them. The two girls both 
stare after him.

Lily:  That's not very polite.

The man turns around and looks blankly back at them.

Buffy:  Are you okay?

Homeless man:  I'm no one.

He turns back around and walks into the traffic on the street. Buffy's 
eyes widen with concern. The man stops in the middle of a lane in front 
of an oncoming pickup truck and faces it, arms stretched wide. Buffy 
drops her bag and rushes into the street. The pickup driver honks his 
horn and slams on the brakes. The truck starts to skid. Buffy pushes the 
man out of the way in time to save him, but not in time to avoid getting 
hit herself. She gets hit hard in the legs by the bumper. Her body snaps 
down hard onto the hood of the truck and she slides into the windshield. 
She bounces back and slides off of the hood as the truck screeches to a 
halt. She hits the pavement, flips over backward and rolls to a stop in 
the middle of the street.

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

The street. The driver quickly gets out of the pickup cab and runs over 
to Buffy lying in the street, but Lily reaches her first. Buffy is on 
her hands and knees trying to get up. People from all around come 
rushing into the street.

Lily:  Are you okay?

Driver:  Jeez, I didn't see you.

He takes her by the arms and helps her up.

Lily:  Oh . . . Maybe, maybe you shouldn't move.

Driver:  Maybe you should lie down.

Buffy looks around nervously at all of the people gathering.

Buffy:  No, I'm fine.

Driver:  Somebody call an ambulance!

Buffy holds up her hands to fend of everyone's help.

Buffy:  No! I'm okay, I just . . . I need to go.

She runs off, apparently not the least bit hurt.

Cut to further down the street. Buffy is walking at a brisk pace as she 
goes around a corner. There she bumps into Ken and knocks all of his 
leaflets onto the sidewalk.

Ken:  Whoa! (sees his leaflets) Oh . . .

They both crouch down to pick up the papers.

Ken:  Where are you running to?

Buffy:  Sorry.

Ken:  Maybe I should ask, where are you running from?

They've finished gathering up his leaflets and stand back up. Ken takes 
a good look at Buffy.

Ken:  You're pretty new around here.  Uh, you've got the 'look', though.

Buffy:  The 'look'?

Ken:  Like you had to grow up way too fast.  What's your name?

Buffy:  Anne. (pushes past him to go)

Ken:  Hey, um, I'm Ken.  Here, go ahead, take one of these.

He holds out a leaflet, and Buffy looks at it.  It reads "Come home to 
Family Home", and has a drawing of a house and a silhouette of a man 
reaching out to hug a child.

Ken:  Don't be shy about stopping by.  I mean, I guess you're not 
starving, but . . . we're not just interested in feeding the body.  You 
might find something you're missing.

Buffy:  (looks up at him) I'm alright.

Ken:  (gives her a look of disbelief) Then why are you here? (Buffy 
looks away) This is not a good place for a kid to be.  You get old fast 
here. (Buffy looks up at him knowingly) The thing that drains the life 
out of them is despair.  I mean, kids come here, and they got nothing to 
go home to, and . . . this ends up being the last stop for a lot of them. 
(Buffy looks down the street) Shouldn't have to be that way.

"Back to Freedom" by Bellylove starts playing as several shots of 
homeless people are shown.

Lyrics:  Ooo-ooo-ooo / On my way to freedom

A woman alone in the street, a boy and girl huddling together on the 
curb, a young boy begging from a businessman who rejects him as he walks 
by, a woman with a dirty face looking into the camera.

Lyrics:  I ask myself

Cut to the Bronze. Bellylove is on stage performing their ballad.

Lyrics:  Why did I come again? / To find my own way to freedom

The camera pans from above down to the singer, then over to the guitar 

Lyrics:  And the change is gonna come / I'm gonna find my way / Find my 
way / Find my way back to freedom

The camera pans around behind the singer, showing the people in the 
club. It's not a busy night. Xander is lounging on a couch off to the 
side. Willow is sitting in the loveseat set at a right angle to the 

Lyrics:  I'm gonna find my way / Find my way / Find my way / Find my way 
back to freedom

The camera cuts closer to Xander and Willow.

Xander:  Boy, I'm glad we showed up for "Depressing Night."

Willow:  I wonder what she's doing right now.

Xander:  Oh, I know what she's doing.  Gabbing to all of her friends 
about her passionate affair with Pedro the Cabana Boy, laughing about 
me, thinking how she still might have feelings about me.

He glances over at Willow and sees her sadly raise her eyebrows at him.

Xander:  Oh, it's possible you were talking about Buffy.

Willow:  It's possible.  The Bronze just never seems the same without 

Oz arrives, hands Xander a drink and sits down next to Willow.

Xander:  Yeah, and the slaying isn't getting any easier, either.

Oz:  I don't know.  I think we're kinda getting a rhythm down.

Xander:  We're losing half the vamps.

Oz:  Yeah, but . . . rhythmically.

Willow:  We just need to work on our timing, I think.

Xander:  (looks up) No, I know what we need.

Oz:  A Vampire Slayer?

Xander:  Next best thing.

Willow follows his gaze and sees Cordelia coming into the Bronze with a 
few friends.

Lyrics:  Ooo-ooo / My own way to freedom

Xander:  Bait.

Cut to the Summers house. Cut inside. Joyce is writing out a few bills. 
She hears a knocking at the door, and looks up. She goes over to the 
door and answers it. She is surprised at who she sees standing there.

Joyce:  Uh, hello.

Giles:  Hello. Um, may I . . . (gestures inside)

Joyce:  Oh, uh, of course. (waves him in) Come on in.

Giles:  Thank you. (slowly walks into the living room) I've, uh, just 
come back from Oakland. A friend of mine called with a lead. Stories 
about someone fighting vampires. (takes off his glasses) It, uh, didn't 
pan out, I'm afraid. (starts to clean them)

Joyce:  (sighs) No Buffy.

Giles:  No vampires.  Bunch of school kids in heavy mascara listening to 
extremely silly music.

Joyce:  Well, thank you for going. (steps into the living room and 
crosses her arms) I can hardly, uh . . . (exhales and smiles weakly) I can 
hardly leave the house.  I'm just afraid she'll call and she'll need my 

Giles:  (puts his glasses back on) Buffy is the most capable child I've 
ever known.  I mean, she may be confused, u-unhappy, but I, uh, honestly believe 
she's in no danger.

Joyce:  (lowers her arms) I just wish I could talk to her.  The last 
thing we did was fight. (fidgets with her hands)

Giles:  Joyce, you mustn't blame yourself for her leaving.

Joyce:  (nods) I don't. (takes a breath) I blame you. (exhales)

Giles is taken aback.

Joyce:  You've been this huge influence on her, guiding her.  You had 
this whole relationship with her behind my back.  I feel like you've 
taken her away from me.

Giles is speechless for a moment while he considers his answer.

Giles:  I didn't make Buffy who she is.

Joyce:  And who exactly is she?

Giles just looks at her.

Cut to Helen's Kitchen.  Buffy is filling the sugar dispensers at the 
counter.  Lily comes in and walks up to her.

Lily:  Buff--um, Anne? Can I talk to you?

Buffy glances up at her, but doesn't stop her work.

Buffy:  Look, this really isn't a good time. Can it wait?

Lily:  Rickie's gone. I haven't seen him for more than a day.  I--he's 
never left for that long.  I think something's . . . happened.  Maybe 
something's happened.

Buffy:  Well, did you call the police?

Lily:  (sighs) Rickie skipped out on his parole.  Uh, they would just 
cause more trouble.

Buffy:  (exhales) I don't know, did you, did you ask around?

Lily:  Can you help me?

Buffy:  Uh, I-I can't. (walks away)

Lily:  (follows) But . . . but that's who you are and stuff, right? I mean, 
you help people, and, you know--

Buffy:  I can't get into this. I'm sorry, Lily.

Lily:  You, you know how to do stuff.

Buffy:  I don't. (exhales) Not anymore.

Lily:  But . . . (whining) I don't know what to do.

Cut to the blood bank. Lily and Buffy come in.

Lily:  We gave blood lots of times 'cause you get a few bucks.  And they 
have cookies!

Buffy:  You're a fan of the sugar rush?

Lily:  (smiles) It's nice.

Nurse:  Hi.  You here to donate blood?

Buffy:  Uh, we're looking for a friend.

Lily:  Rickie T.?  We come in sometimes.

Nurse:  Rickie, sure.  Uh, he's not here.

Buffy:  Well, do you know if he's been in the last day or so?

Nurse:  Well, let me check the sheet.

Man:  (off camera) Ow!

Buffy looks squeamish as she looks over and sees him being stuck with a 

Buffy:  This'll probably go faster if we split up.

Lily:  (nods in agreement) Can I come with you?

Buffy:  Okay, where did I lose you on the whole "splitting up" thing?

Lily:  (smiles) Oh.  Sorry.

Buffy:  I was thinking we could check out some of your hangouts and, um, 
I guess, meet later at my place.

Lily:  Okay.

Nurse:  Sorry, guys.  He hasn't been here.

Buffy:  Thanks.

Nurse:  I'll tell him you were looking.

Buffy:  Great.

They leave the blood bank.  The nurse loses her friendly demeanor as she 
watches them go.  She swallows and begins to look around nervously.

Cut to a street at night.  Cut to an abandoned building.  A homeless man 
stirs from his sleep as he hears Buffy come in, but goes back to sleep 
when he sees it's not the cops.  Buffy makes her way through the 
building, being careful not to step on anyone.  Some of them watch her as 
she goes by.  She walks slowly along a dark hall and turns a corner.  She 
is startled by a man with his arms full walking the other way behind 
her.  She continues along and soon notices an old man lying on the floor, 
dead.  The same old man that Buffy earlier saved from the truck.  Next 
to his head is an empty bottle of drain cleaner, an apparent 
suicide.  Buffy kneels next to him and feels for a pulse.  Nothing. She 
puts his arm down and sees that there's a tattoo of half a heart on his 
forearm with a banner across the heart and the name Lily tattooed on it.  
Buffy looks at the old man, confused.

Buffy:  Rickie?

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

Buffy's apartment. Lily is there waiting for her to return. She finds 
Buffy's stuffed duck and picks it up to stroke it. Buffy opens the door, 
comes in and closes it behind her. Lily puts the duck down and steps 
closer to Buffy.

Lily:  Did you find Rickie?  I thought of--well, he likes to go to this 
movie house, you can get in around the back--

Buffy:  (interrupting) Lily . . . I think he's dead.

Lily:  (very sad and lost) But . . . he takes care of me.

Buffy:  I'm sorry.

Lily:  We're gonna get a place.  His cousin can get him a job at the car 

Buffy:  Lily, there's (exhales) there's something else. (sits on the 
bed) The, the person that I found . . . was old.  He-he looked about eighty.

Lily:  Well, that's not Rickie!

Buffy:  I'm sure it was.  I, I don't know how, but . . . it was like 
something drained the life out of him.

Lily:  Do you mean like a vampire?

Buffy:  No.  A vampire couldn't accelerate the aging process.  Maybe it 
was something in his blood. (has a thought) When was the last time you 
guys gave blood together?

Lily:  I don't understand.  Maybe it's not Rickie, okay?

Buffy:  (stands up) Lily, this is something you're just gonna have to 
deal with.

Lily:  (flustered) But he didn't do anything wrong!  Why would this 
happen to him?

Buffy:  That's *not* the point. (Lily calms a bit) These things happen 
all the time.  You can't just . . . close your eyes and hope that they're 
gonna go away.

Lily:  Is it 'cause of you?

Buffy:  (confused) What?

Lily:  You know about . . . monsters and stuff.  You could have brought this 
with you.

Buffy:  (very annoyed) I didn't bring anything with me.  And I didn't ask 
for you to come to me with your problems.  I just wanted to be left 
alone.  If you can't deal, then *don't* lay it off on me!

Lily can't take it.  She holds up her hands to deny what she's hearing 
and walks out of the apartment.  Buffy sighs, regretting raising her 
voice to Lily.

Cut to the street.  Lily stops walking and leans against the iron gates 
pulled across a storefront.  Ken comes up behind her.

Ken:  Are you okay?

Lily shakes her head, barely able to keep from crying.

Ken:  Hey, it's okay.  Maybe I can help.

Lily:  (sniffles) You can't. (breathes deeply)

Ken:  Look, I know you all think I'm a big square handing out leaflets 
about hope.  But hope is a real thing, just like despair.  And hope can 
fill up a part of you that's missing.

Lily:  But Rickie . . .

Ken:  Rickie?  Say, are you Lily? (smiles) Right!  Right, he was talking about 

Lily:  (faces him) You've seen Rickie?

Ken:  Oh, sure!  Rickie's with us now.

Lily:  She said he was dead.

Ken:  Well, someone's sure handed you a tall tale.  Rickie's no more dead 
than I am.  Why don't you come to Family Home?  We'll get you taken care 

Lily considers for a moment.  Ken smiles at her, and she nods in 
agreement.  He takes her by the arm and leads her away.

Cut to the blood bank.  A shadow appears on the other side of the frosted 
glass of the door.  The camera pans down to the doorknob being jiggled. 
Suddenly it gets ripped out of the door.  Cut to a filing cabinet.  Buffy 
is looking through it to find Rickie's records.  She grabs it and a few 
others, closes the cabinet and takes the folders over to a desk.  She 
turns on a lamp and begins to go through them.  First she pulls out 
Rickie's and opens it.  She scans his latest donation form.  It looks 
normal, except for the word "candidate" in the comments box.

Buffy:  Candidate for what?

Behind her the nurse quietly walks in.  Buffy opens another record and 
sees "candidate" again.

Nurse:  What are you doing?

Buffy:  Breaking into your office and going through your private files. 
(looks at another file) Candidate for what?

Nurse:  I'm calling the police.

She steps toward Buffy to get to the phone.  Buffy reaches over to the 
phone and yanks it off of the wall.  It falls to the desk with its wires 

Buffy:  Now, you've got a whole bunch of candidates here.  I wonder if 
any of them are missing like Rickie. (faces the nurse) Gosh, I bet they 

Nurse:  You're getting yourself in a lot of trouble.

Buffy:  I don't want any trouble.  I just want to be alone and quiet in a 
room with a chair and a fireplace and a tea cozy.  I don't even know what 
a tea cozy is, but I want one.  Instead, I keep getting trouble, which I 
am more than willing to share. (the nurse looks at her nervously) What 
are you doing with these kids?

Nurse:  Nothing.  I just . . . I give him the names of the healthy ones.

Buffy:  Give them to who?

Cut to Family Home.  Ken looks at Lily, who is wearing only a simple long 

Ken:  Well, don't you look nice?

Lily:  I guess.

Ken:  Well, you don't want to wear your own outfit to the cleansing. 
It'll get soaked.

Lily:  A cleansing is like a baptism?  Right?

Ken:  Not quite the same.

Indicates the way. She follows him.

Lily:  Will I see Rickie after?

Ken:  Oh, of course.  He's waiting for you.  He's very excited.

Cut to the Sunnydale cemetery.  Xander, Cordelia, Willow and Oz walk 
along a pathway.  Oz is twirling a stake.

Cordelia:  Why do I have to be bait?  I'm always bait.  Why can't Willow 
be bait?

Xander:  He's already seen Willow.  And could you complain louder so that 
all the vampires leave?

Oz:  I think this is a good spot.

They all stop and look around.

Oz:  Is everybody packin'?

Willow and Xander each pull out a stake.  Willow also has a cross.

Oz:  Let's do it.

Willow, Oz and Xander split up and look for places to hide, leaving 
Cordelia alone out in the open.  Cordelia is not liking this, and she 
quickly makes tracks after Xander.

Cordelia:  I'm doing this for Buffy's sake.  This has nothing to do with 

Xander:  Yeah, like I needed that cleared up. (finds a hiding place) Go 
away.  This is my hiding spot.

Cordelia:  Where do I hide?

Xander:  You don't hide.  You're bait.  Go act baity.

Cordelia:  What's the plan?

Xander:  The vampire attacks you.

Cordelia:  And then what?

Xander:  The vampire kills you.  We watch, we rejoice.

Willow overhears from her hiding place and sighs.

Cordelia:  Everything's a joke with you.

Xander:  No, just our relationship.

Cordelia:  What relationship?

Willow looks down at her stake, contemplating using it on them.  Andrew 
appears behind her and smiles evilly.

Xander:  Oh, that's right, I forgot.  We actually want to bury that piece 
of the past, don't we?

Andrew begins to sneak up on Willow.

Cut to Family Home.  The camera shows a small rectangular pool of what 
looks like black tar, and pans up from it to Ken and Lily walking into 
the room.

Ken:  We come to this station to wash away the past.  Go ahead, kneel.

He indicates the edge of the pool, and Lily kneels down.  Ken squats next 
to her.

Ken:  We let the water run over the sin and the pain and the 

Lily:  It looks kinda . . . dirty.

Ken:  (smiles) Yeah.

Cut to the front door of Family Home. A man comes up to the door where 
another man is already listening to Buffy talk.

Buffy:  You know, I just . . . I woke up, and I looked in the mirror, and I 
thought, "hey, what's with all the sin?  I need to change.  I'm . . . I'm 
dirty.  I'm, I'm bad with the . . . sex and the envy and that, that loud 
music us kids listen to nowadays.  W--" (sees that the guy isn't buying 
it) Oh, I just suck at undercover.  Where's Ken?

The man tries to slam the door closed, but she kicks it open and it 
slams into his face instead.  She marches in.

Cut to Ken and Lily.  She reaches down to the black water in the pool. 
For a moment she hesitates, but then puts her hand in.  The liquid is 
thick and pitch-black, and her hand disappears in it.  Buffy swings open 
the door, banging it loudly into the wall.  Ken looks at her and stands 

Ken:  This is a private moment.  If you could just--

Buffy:  How do you make 'em old, Ken?  Do you feed on youth?  What's the 

Ken:  Do you really wanna know?

Lily:  (looks back) What's going on?

Buffy is surprised to see Lily there.  Suddenly something grabs Lily.  She 
screams as she is pulled into the pool and disappears into the black 
slime.  Buffy runs to help, but Ken grabs her and chokes her with his arm 
around her neck.  Buffy grabs his arm and tries to snap her body back to 
make him release her, but instead they just both fall into the pool as 

Cut to a dimly lit passageway.  Buffy and Ken fall out of a black pool in 
the ceiling.  Buffy briefly looks up at the pool, then looks around to 
see where she is.  She sees Lily leaning against the wall holding her 

Buffy:  Lily.

She rolls over onto her hands and knees and quickly crawls over to Lily. 
Ken is faring worse, apparently hurt in the fall.

Lily:  (in pain) Oh . . .

Buffy looks up at the pool in the ceiling.  The waves from her fall 
through it are beginning to dissipate.

Ken:  Oh, my face!

Buffy looks over at Ken.

Ken:  Ow!  My face!

He turns toward them and begins to pull his face and his hair off.

Ken:  Do you have any idea how hard it is to glue that thing on?!

Beneath his mask Ken's face is red and his head is bald.  There appear to 
be pieces of skin missing from his forehead, revealing the even redder 
flesh beneath.  Lily begins to panic.  Buffy starts to get to her feet and 
tries to pull Lily up with her.  Ken stands up.

Ken:  (yells) Guards!

Buffy takes Lily's hand and begins to run, pulling her along.  Two guards 
show up.  Their faces are even more mangled and raw-looking than Ken's. 
One of the guards hands Ken a club.  They begin to pursue the girls. 
Buffy and Lily run through a maze of halls and come out on a ledge that 
overlooks what looks like a large iron works.  There are huge vats of 
molten metal, sparks are flying through the air from one side, and it is 
hot and smoky.  Buffy looks closer, and in the shadows sees people being 
used as slave labor, kept in line by more guards with whips.  The camera 
pans through the place showing zombie-like humans pounding the metal on 
anvils, pushing wheelbarrows from place to place and swinging 
sledgehammers.  Some of them cough hard as they work.  The guards watch 
and crack their whips every so often.  Ken comes up behind Lily as she 
takes in the scene.

Ken:  Welcome to my world.  I hope you like it.

Buffy and Lily look back at him.  He hits Buffy hard in the face with his 
club, knocking her out.

Ken:  (to Lily) You're never leaving.

He smiles and licks his lips.

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

The Sunnydale cemetery.  Cordelia and Xander are still arguing.

Xander:  Let me just ask you one thing: how long did it take you to forget me?  Were you 
still taxiing down the runway, or was it actually in the cab?

Cordelia:  Oh, yeah, Mr. Faithful?  You probably met up with some hot 
little Inca Mummy Girl.  Yeah!  I heard about her.

Xander raises his finger at her and is about to respond when they hear 
Willow get tackled to the ground and scream.

Willow:  Help!

Their attention is immediately diverted to Willow, and they begin to run 
to her aid.  Oz is quicker and beats them there.  He jumps over Andrew and 
grabs him on the way, using his momentum to pull Andrew off of Willow 
and then throw him aside.  Andrew and Willow both quickly get to their 
feet.  Oz holds up his stake, ready to attack Andrew.  Willow runs away. 
Oz lunges at Andrew, but he just diverts Oz to the side and sends him 
rolling to the ground.  Next Xander comes at Andrew, stake held ready, 
but Andrew grabs his staking arm by the wrist with one hand and his 
shoulder with the other, and they begin to struggle.  Cordelia watches 
them struggle, worried.

Cordelia:  Xander!

She decides to join the fight, and attacks Andrew from behind, pushing 
him and Xander down to the ground.  They end up with Andrew sandwiched 
between Xander on the bottom and Cordelia on the top.  With Cordelia's 
weight on top of him and Xander's leverage against the ground, Andrew 
can't hold back the stake any longer, and it plunges into his chest.  He 
explodes into ashes between them, and Cordelia falls down on top of 
Xander.  The two of them look at each other for an instant, then grab 
each other and start kissing passionately.

Cut to Ken's world.  Buffy is lying on the floor in a cell.  Lily is 
sitting on the floor behind her leaning against a pillar.  Buffy regains 
consciousness, rolls onto her side and feels her head where Ken hit her. 
No blood, but she is still a bit dazed.

Buffy:  Oh. Unh . . . (slowly sits up) Lily?

Lily:  I always knew I would come here . . . sooner or later.  I knew I 
belonged here.

Buffy:  (looks around) Where?

Lily:  Hell.

Buffy:  (turns her head toward Lily) This isn't Hell.

Ken:  (appears at the bars) Isn't it?

Buffy spins her head around to look at Ken, but quickly regrets moving 
it so fast.

Buffy:  (in pain) Unh . . . (rubs her forehead)

Ken:  What is Hell but the total absence of hope?  The substance, the 
tactile proof of despair.  You're right, Lily.  This is where you've been 
heading all your life.  Just like Rickie.

Lily:  Rickie?

Ken:  He forgot you.  Well, it took him a long time.  He remembered your 
name years after he'd forgotten his own. But, in the end--

Lily:  Years? But--

Ken:  Oh.  Uh, interesting thing: time moves more quickly here than in 
your reality.  A hundred long years will pass here.  On Earth, it's just a 

Buffy:  So you just work us till we're too old and spit us back out.

Ken:  That's the plan.  See, Lily, you'll die of old age before anyone 
wonders where you went.  Not that anyone will, that's why we chose you.

Buffy:  You didn't choose me.

Ken:  No.  But . . . I know you . . . *Anne*.  So afraid.  So pathetically 
determined to run away from whatever it is you used to be. (Buffy looks 
away) To disappear.  Congratulations. (Buffy looks at him again) You got 
your wish.

Cut to a personnel elevator.  The huge steel door splits open, the upper 
half rising, the lower half sinking.  A group of young slaves including 
Buffy and Lily is herded out.  Buffy trips and falls to the floor.  The 
other slaves stop walking.  A guard starts to explain things to the new 
recruits as Buffy slowly gets back to her feet.

Guard:  You work, and you live.  That is all.

The guard has even less skin on his head than Ken.  He's wearing a hood
that looks like it's made of human skin sewn together.  His chin 
and cheeks are exposed flesh and muscle, and he has no lips covering his 
teeth.  Buffy is standing again, holding her head in pain.

Guard:  You do not complain or laugh or do anything besides work. 
Whatever you thought, whatever you were, does not matter.  You are no one 
now.  You mean nothing.

The guard walks to one end of the group and faces the boy standing 
there.  Behind them the elevator doors close with a slam.

Guard:  Who are you?

Aaron:  (afraid) Aaron.

The guard whales hard on him with his club, and the boy grunts in pain 
and falls to the floor unconscious.  Buffy immediately sobers, and stares 
intensely ahead.  The guard advances to Lily.

Guard:  Who are you?

Lily:  (whimpers) No one.

The guard continues to the next person.

Guard:  Who are you?

Boy#2:  (fearfully) No one.

The guard reaches Buffy.

Guard:  Who are you?

She looks up at him for a moment, and then smiles.

Buffy:  (friendly) I'm Buffy.  The Vampire Slayer.  And you are?

The guard is incensed at her insubordination, and roars as he wields 
back his club to strike her.  He swings at Buffy, but she sidesteps him 
and grabs his arm as he bends over from his follow-through.  Buffy slams 
her other forearm down on the guard's, breaking it.  He falls to the 
floor in pain. She picks up his club and swings it at another guard, 
striking him in the head.  She swings again the opposite way at a third 
guard, hitting him in the gut.  They both fall unconscious.  Buffy looks 
over at the group of would-be slaves.

Buffy:  Anyone who's not having fun here, follow me.

She starts to run, and the group follows her.

Cut to a shot of the main iron works from above.  The vats of molten 
metal glow brightly.  There are sparks flying everywhere.  Cut to the 
slaves working below.  The camera pans up to a ledge where two guards are 
watching them work.  Cut to a guard walking down a metal staircase. Buffy 
and the small group are hiding beneath it.

Buffy:  (looking up at the guards) There's no way we can get back up 
there without meeting new people. (looks at Lily) Okay.  Lily, when those 
guards leave--and they will leave--I want you to take these people and 
get them up there, okay?  Fast and quiet.

Lily:  You're leaving me? But--

Buffy:  Lily . . . You can handle this.  'Cause I say so.

Suddenly a siren begins to wail loudly.

Buffy:  We've gone public.  Okay, quick, get them up.  Go!  Quiet!

Lily begins to lead them away, but comes back.

Lily:  I'm sorry I said this was your fault before.

Buffy:  Lily, this can wait.

Lily:  Well, in case we die--

Buffy:  Go! Go!

Lily runs off to lead the group out.  Buffy sees two guards coming for 
them and leads them away at a run.  She winds around through the slaves 
still blindly working away.

Guard: Get out of the way!

The guards are big and bulky compared to her small figure darting 
through the maze, but they manage to keep up.

Guard: Come on, get out of the way!

She sees a pole jutting out of the floor and grabs onto it, swings around 
once and knocks one of the guards out with an aerial side kick.  She lets 
go of the pole and begins to run again.  She reaches a platform, shoulder 
rolls onto it and rises to a standing position.  Her pursuer jumps up 
onto the stage and tries a backhand swing at her with his sledgehammer, 
but she ducks and blocks his second swing.  The guard kicks up with his 
knee and gets Buffy in the stomach, stunning her.  He punches her, making 
her fall to the floor.  He takes a swing at Buffy's head, but she clamps 
her hands around the hammer's handle and yanks him up and over her.  He 
slams down hard onto his shoulder and rolls off of the platform.  Buffy 
still has his hammer and quickly gets to her feet.  The two other guards 
on the ledge leave their post and begin to approach her.

Cut to Lily leading the group to a set of stairs.  She ushers them up.

Lily:  C'mon, c'mon, everybody go!  Go!

One after the other they quickly climb the stairs.  Lily brings up the 

On the platform Buffy continues to fight another guard. She quickly hits 
him in the head with a full spinning out-to-in crescent kick. He takes 
the blow hard and falls off of the platform. Still another guard takes a 
swing at Buffy's legs with his sledgehammer, but she jumps high to avoid 
the swing. Buffy swings her hammer into the guard's face, knocking him 
down. As he tries to get up, Buffy knocks him down again with a snapping 
roundhouse kick to his arm, kicking his hammer away in the process. The 
guard gets to his feet. Buffy swings her hammer in an uppercut, striking 
him in the jaw and sending him flying off of the platform in a backflip. 
Yet another guard jumps up onto the platform and tackles Buffy, 
struggling to get the hammer out of her hands.

Cut to a ledge. Ken and two more guards come out to see what's going on. 
Ken can't believe what he is seeing.

Cut below. Buffy does a roundhouse kick to the guard's face, and he 
stumbles backwards. Another guard comes up to the edge of the platform 
holding a battle-ax with a curved blade. He looks at the fighting for a 
moment, then moves to jump up onto the platform.

Cut to Ken on the ledge.

Ken:  Humans don't fight back.

Cut below. The guard on the platform tries to pound Buffy's head with 
his club, but she holds her hammer high, blocking his attack and making 
him drop his weapon.

Ken:  (enraged) Humans don't fight back!

Buffy swings down with her hands, carrying the guard's hands as well. 
She grabs him by the neck, spins around once and throws him through the 
air. He hits a steel beam and slumps to the ground. The guard with the 
battle-ax is up on the platform now and takes a wide swing with it at 
Buffy, but she leans aside and he misses.

Ken:  That's how this works!

Buffy manages to duck the guard's next swing, avoiding decapitation. He 
swings again from above, but she blocks his attack with her hammer, and 
the head of the ax embeds itself in the handle. Buffy performs a front 
snap kick that dislodges the ax and knocks the weapon out of the guard's 
hands and spinning up into the air. She kneels down and knocks his legs 
out from under him with her hammer. While she's crouched, she looks up 
at the battle-ax as it falls and catches the airborne weapon. She gets 
to her feet, as does her assailant. Buffy does another roundhouse kick 
to his face, and he goes flying off of the platform.

Ken:  (to the guards with him) Get down there!

The two guards run to obey. On the platform the camera pans in close to 
Buffy as she looks around, temporarily without an opponent. Suddenly a 
guard jumps up. Buffy swings a backhand punch at his head, but he blocks 
it and shoves her arm out of the way. He punches her with a backhand 
fist. She stumbles a little but recovers in time to duck his second 
swing at her head. She does a side kick to his rear that sends him off 
of the platform. Two more guards try to climb onto the platform. Buffy 
crouches and quickly throws her battle-ax spinning end over end at one 
of them. It slices deeply into his chest, and the power behind her throw 
sends him falling off of the platform. The other guard tries a wide 
swing, but Buffy blocks it, grabs onto his arm and sends him 
somersaulting through the air and off of the platform. Another guard 
attacks. Buffy smashes her elbow into his nose and follows it up with a 
full spin and a backhand punch to the head. He falls down awkwardly. 
Another one leaps up and catches Buffy unaware with a high punch to her 
face. She stumbles backwards but doesn't fall. Two more guards join him 
and try to surround her. Buffy snap kicks one in the face and side kicks 
another. Buffy does a full spinning hook kick to the third, smacking him 
soundly in the skull.

Cut to the ledge. Ken is disgusted with what he sees and goes back 
through the door.

Cut below. One of the guards punches Buffy hard in the face, and she 
staggers. He grabs her by the neck while she's trying to regain her 
balance and yanks her head up fast and hard. He holds her while two 
other guards punch her in the stomach.

Cut to a dimly lit corridor. The group of slaves runs down it, trailed 
by Lily. They round a corner. As Lily is about to follow them, Ken grabs 
her from behind, pulls out a large knife and holds it to her neck. She 
doesn't struggle as he leads her off back to the ledge.

Cut to the platform. The guards keep on punching Buffy. Finally she is 
able to retaliate and swings an arm out, backhand punching two of them 
and high punching the third, knocking him down. She swings her arm out 
in a wide arc and hits the first two with the one blow, knocking them 
down as well. A fourth guard roundhouse kicks her in the stomach, and 
she steps back to regain her balance. He latches onto her arm and tries 
to throw her, but Buffy reverses the move and manages to throw him off 
of the platform instead. A guard dives headfirst for Buffy's legs. She 
leaps up and pulls her legs up into a tuck jump over him. He dives right 
underneath her. Buffy runs and jumps off of the platform, grabbing a 
pole. It bends under her weight, and she rides it down to the floor 
below. She begins to run, and the chase is on again. She doesn't get 
very far when she looks up and sees Ken coming back out onto the ledge 
holding his knife to Lily's neck. Buffy stops in her tracks. The guards 
chasing her quickly catch up and grab her by the arms.

Ken:  One of you fights . . . and you all die!

He lets go of Lily and pushes her aside.  He stares intently down at 

Ken:  That . . . was not . . . permitted.

Buffy:  Yeah, but it was fun.

Ken:  (smiles) You've got guts.  I think I'd like to slice you open and 
play with them.

He holds up his knife and addresses everyone in the area.

Ken:  Let everyone know!

Lily cowers behind him. Ken seems to have forgotten that she's there.

Ken:  *This* is the price of rebellio--

Lily pushes him from behind, and he falls screaming from the high ledge 
to the floor below. The guards holding Buffy just watch as he hits 
bottom with a loud thud. Buffy gives Lily a surprised look, and then 
quickly takes advantage of the distraction and backhand punches her 
captors, one in the face and the other in the groin. While the second 
one is dazed, she shoves her weight against him, and he falls backward 
onto a barrel. The first one punches high, but she blocks, grabs his arm 
and flips him over onto a pile of burlap sacks. Buffy jumps up onto the 
pile and steps across her fallen attacker. He tries to grab her, but 
misses. She jumps high into the air and grabs hold of a heavy chain 
hanging from above. She climbs it hand-over-hand as quickly as she can 
to the ledge where Lily is still standing. The two of them run through 
the door and quickly find their way to the others, struggling with a 
heavy iron gate.

Lily:  They'll be coming.

Buffy crouches down and takes hold of the gate, bracing herself for a 
very heavy lift. She begins to raise the gate, straining as she goes.

Buffy:  (grunts) Okay . . . this . . . works . . . the abs . . . and . . . the glutes. 

As soon as she gets it high enough, Lily waves to the others to crawl 
underneath. They all scramble to the other side.

Buffy:  I'm gonna feel this for a week!

She holds the gate up over her head and squeezes her head and shoulders 
between two of the bars to get to the other side. Suddenly Ken appears 
behind her, bloodied from his fall, and tackles her to the floor. His 
club goes flying. The gate falls down behind him. He suddenly arches up 
and screams in pain. Buffy rolls to a stop out of his reach. She gets to 
her hands and knees and looks over at him as he continues to scream in 
pain. The camera pans from his bloody face over his back and to his 
legs, where two of the gate's bars have impaled themselves through his 
calves. The slaves help each other up through the black slime of the 
pool in the ceiling. Buffy gets to her feet and picks up Ken's club. She 
approaches him, and he arches his back to look up at her.

Ken:  You've *ruined* . . . You . . .

Buffy:  Hey, Ken, wanna see my impression of Gandhi?

She wields back the club and brings it down hard onto his head, crushing 
his skull. Lily comes up behind her and looks at him squeamishly.

Lily:  Gandhi?

Buffy:  Well, you know, if he was really pissed off.

Cut to the pool room at Family Home. The homeless people walk out of the 
room. Lily is kneeling by the pool helping Buffy out. She yanks her legs 
from the slime and rolls onto the floor. They both get up and look at 
the pool.

Lily:  (points) What do we do about--

With a flash of light, the pool mysteriously tiles itself over to match 
the tiles along the edges. It now appears to be a six-inch (15 cm) deep, 
empty ceremonial pool. The two girls just stare at it in wonder.

Cut to Buffy's apartment. Buffy has finished cleaning herself up in the 
kitchen. Lily is looking at the folding doors that separate the kitchen 
from the rest of the apartment.

Buffy:  Let me give you the tour.

She walks into the main room and slowly turns to face Lily.

Buffy:  This concludes our tour.

Lily leans against the wall.

Lily:  It's really nice.

Buffy leans against the dresser.

Buffy:  All the rent's paid up for the next three weeks.

She turns around and opens one of the dresser drawers.

Buffy:  I spoke to Mitch at the diner. (pulls out her uniform) He said 
you can start on Thursday. (steps over to the bed) He's, uh . . . (lays 
down the uniform) he's kind of . . . repulsive, but, uh, he won't give you 
a hard time.

Lily sits down on the bed and puts her hand on the uniform.

Buffy:  Um . . . I'll call and check up on you.

Lily:  I'm not . . . great (looks at Buffy) at taking care of myself.

Buffy:  Gets easier.  Takes practice.

She looks down sadly.  Lily knows the feeling.  She looks back down at the 
uniform and the nametag pinned to it.

Lily:  Hey . . .

Buffy looks up at her.

Lily:  Can I be 'Anne'?

She smiles at Buffy.  Buffy smiles back.

Cut to the kitchen at the Summers house.  Joyce is trying to get a stuck 
utensil out of the dishwasher.  There's a knock at the door, and Joyce 
looks up startled.  She frowns at the fork she pulled out and puts it 
down.  She gets up, grabs a towel and heads for the front door, wiping 
her hands. In the dining room she pauses and looks toward the door, 
suddenly wondering who might be there.  She drapes the towel over a chair 
and slowly goes to the door.  When she opens it, there stands Buffy, 
looking sad, tired and disheveled.  For a long moment they just look at 
each other without saying a word.  Then they step toward each other and 
hold each other close for a long, tight embrace.

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