The Zeppo

Written by:  Dan Vebber
Directed by:  James Whitmore, Jr.
Transcribed by:  AleXander Thompson

Copyright © 1999 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 "The Zeppo". 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 99.05.18

This episode was originally broadcast on January 26, 1999.

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

A cave. There is a thick mist obscuring the view. A red-eyed, bluish-
gray skinned demon angrily searches through the fog for those who have 
attacked it and its kindred, two of which already lie dead on the cave's 
floor. Faith is standing in an alcove watching the demon's movements. 
Buffy is up on a ledge, watching the demon anxiously. Giles is off in a 
corner waiting for the right moment. Willow slowly steps around the 
corner of the cave entrance carrying a large lit candle. When she's in 
view of the main chamber and senses the moment is right, she quietly 
speaks her spell.

Willow:  Obscurate nos non diutius.

Translation:  Do not conceal any longer.

She blows out the candle, and a wind quickly sucks the fog out of the 
cave. The demon is now clearly visible to everyone. Its teeth are sharp, 
yet there are no fangs. It has very long pointed ears and a series of 
horns starting just above its eyes and continuing up on its high, thick 
forehead. It growls as it turns around, trying to get a clear look at 
what's there. When it's facing her, Buffy jumps from the ledge and 
tackles the demon to the ground. Giles comes out of his corner and grabs 
one of its arms. Buffy grabs the other as she scrambles to her feet, and 
together they drag the demon up and slam it against a wall. It wraps its 
arm around Giles' shoulder and throws him off. He hits an adjacent wall 
and falls to the ground.

Buffy:  (yells) Now!

Faith comes out of her alcove holding a sword up in both hands and 
charges the demon. Before it can react, Faith has plunged the sword 
through its heart. The demon screams in agony. Giles looks up and 
watches as Faith pulls the sword back out of the demon's chest. Buffy 
releases it and allows it to fall. Giles rolls out of the way as it hits 
face down on the ground. He rolls back a bit and looks at the body lying 
next to him. Faith lowers her sword. Buffy looks down at the demon, 
relieved that the fight is over.

Giles:  I think that was the last.

Willow comes in from the entrance, visibly shaken but trying to cover it 
with a smile. Buffy bends down to help up Giles.

Buffy:  Willow, you okay?

Willow:  (breathing hard) Yeah, I'm fine. Th-the shaking is, is a side 
effect of the fear.

Giles:  (on his feet) Thank you. (takes off his glasses and rubs his 

Buffy:  Well, if it wasn't for that clouding spell...

Willow:  (smiles) Yeah, it went good! (glances at the candle) Nothing 
melted like last time.

Faith:  These babes were wicked rowdy. What's their deal?

Giles:  I wish I knew.

He crouches down and rolls the demon over to get a good look at it. 
Faith looks with disgust at another one of them.

Giles:  Most of my sources have dried up since the, uh, Council has 
relieved me of my duties. I was aware there was a nest here, but quite 
frankly, I expected it to be vampires. These, these are new.

Buffy:  And improved.

Giles:  (stands up) Yes. I'm sorry. I should've had you better prepared, 
and I should never have allowed Willow and, uh... (looks around) And, 

They all realize that Xander is nowhere to be seen. Just then they hear 
something stirring under a pile of garbage. There they see Xander 
crawling out from under a collapsed cardboard box and other refuse.

Xander:  (out of breath) I'm good. We're fine. (gets up) Just a little 
bit dirty. (gives two thumbs up) Good show, everyone. (staggers out into 
the cave) Just great. I think we have a hit.

Willow:  (concerned) Are you okay?

Xander:  Tip-top, (exhales) really. If anyone sees my spine laying 
around, just try not to step on it.

Buffy:  (worried) Xander, one of these days, you're gonna get yourself 

Faith:  Or killed.

Buffy:  Or both. A-and, you know, with the pain and the death, maybe you 
shouldn't be leaping into the fray like that. M-maybe you should be... 

Xander:  (slightly miffed) Excuse me? Who, at a crucial moment, 
distracted the lead demon by allowing her to pummel him about the head?

Faith:  Yeah. That was real manly how you shrieked and all.

Xander:  (haughtily) I think you'll find that was more of a bellow.

Buffy:  Uh, what do we do with the trio here? Should we burn them?

Willow:  (smiles) I brought marshmallows.

Everyone gives her a surprised look. Giles puts his glasses back on.

Willow:  (with dignity) Occasionally, I'm callous and strange.

Giles:  I expect we can leave them. I'm more interested in finding out 
what they are, and whether we can expect more of their kind.

Buffy:  (starts out of the cave) I hope not. They're *way* too fit.

Faith is right behind her.

Xander:  I say bring 'em on!

Willow follows the Slayers out. Giles steps up to Xander and puts his 
hand on his shoulder.

Giles:   Uh, Xander, I think in the future perhaps it would be best if 
you, you, uh, h-hung back to the rear of the battle, you know, for your 
own sake.

He lets go of the boy and takes one more look around before following 
the others out. Xander is just ahead of him.

Xander:  (facetiously) But, gee, Mr. White, if Clark and Lois get all 
the good stories, I'll *never* be a good reporter.

Giles:  (not getting it) Hmm?

Xander:  Jimmy Olsen joke, sir. Pretty much gonna be lost on you, huh?

Giles:  Sorry.

Xander:  Hey, it's okay.

They continue walking out.

Opening credits roll. Buffy's theme plays.

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

Sunnydale High School. Cut to a lawn area between two of the buildings. 
It's lunch hour, and two jocks are throwing a football back and forth. 
Xander hops around, trying to get their attention.

Xander:  Hey, Doug, pass me one!

Doug just gives him an annoyed look and throws the ball back to the 
other jock.

Xander:  Les-man, I'm open!

A cheerleader looks over at him to see what the fuss is about.

Xander:  Les, buddy!

Les ignores him and throws the ball back to Doug.

Xander:  Doug, right here, man. Right here.

Doug is about to throw the ball back to Les.

Xander:  Doug, please!

Doug sighs and gives in. He throws the ball high and long. Xander has to 
run for it.

Xander:  Alright! It's all me!

He gets to the ball in time, but fumbles the catch. The ball bounces 
awkwardly away from him and over to Jack O'Toole, sitting alone eating 
his lunch. The ball hits Jack in the hands, knocking his bag of chips to 
the ground. He looks down at his scattered chips in surprise and 
snatches up the ball. Xander stops running and steps up to him. Jack 
stands up, holding the ball in his hands.

Xander:  Boy, I am *so* sorry. Doug's arm is kinda like spaghetti. 
(chuckles) We're all so very sad for him. (grins) Is your lunch okay?

Jack:  (not amused) What are you, retarded?

Xander:  No! No, I had to take that test when I was seven. A little slow 
in some stuff, mostly math and spatial relations, but certainly not 
challenged or anything. (points down) Can I get you another soda?

Jack:  I oughtta cut your face open.

Xander:  (nervous) Hey, hey, whoa, whoa, whoa... It was an accident. 
Cool down.

Jack:  (smiles thinly) You wanna be startin' somethin'?

Xander:  What? Starting something? (grins) Like that Michael Jackson 
song, right? (chuckles) That was a lot of fun. 'Too high to get over, 
yeah, yeah...' Remember that fun song?

Jack takes a step toward him. Xander steps away nervously.

Jack:  I get my buddies together, we're gonna kick your ass till it's a 
brand-new shape.

Xander knows he's not kidding. Jack tosses the ball to him hard.

Jack:  Now get outta here.

Xander wastes no time walking away.

Doug:  Yo, man, the ball!

Xander throws it to him. Cordelia is right there, and he steps over to 

Cordelia:  Boy, of all the humiliations you've had I've witnessed, that 
was the latest.

Xander:  (points back at Jack) I could've taken him.

Cordelia:  Oh, please. O'Toole would macrame' your face. He is a psycho. 
Which is still a lot cooler than being a wuss.

Xander:  (glances at Jack) Why is it that I've come face-to-face with 
vampires, demons, the most hideous creatures Hell ever spit out, and I'm 
still afraid of a little bully like Jack O'Toole?

Cordelia:  Because, unlike all those creatures that you've come face-to-
face with, Jack actually noticed you were there.

Xander:  Why am I surprised by how comforting you're not?

Cordelia:  It must be really hard when all your friends have, like, 
superpowers -- Slayer, werewolf, witches, vampires -- and you're, like, 
this little nothing. (Xander looks down) You must feel like Jimmy Olsen.

Xander:  (chuckles) I was just talking to... (suddenly offended) Hey, 
mind your own business!

Cordelia:  Ooo, I struck a nerve. The boy that had no cool.

Xander:  I happen to be an integral part of that group. I happen to have 
a *lot* to offer.

Cordelia:  (starts to leave) Oh, please.

Xander:  I do!

Cordelia:  (stops and turns back) 'Integral part' of the group? Xander, 
you're the, the *useless* part of the group. You're the Zeppo. (Xander 
glances at Jack) 'Cool.' Look it up. It's something that a sub-literate 
that's repeated twelfth grade three times has, and you don't.

She turns and walks away with a satisfied smile on her face. Xander is 
left in her dust.

Cordelia:  There was no part of that that wasn't fun.

Cut to the cafeteria. Today it's kraut-dogs or spaghetti. The camera 
pans past the steam table as the kitchen staff doles out the food. It 
pans up to show Xander and Oz sitting at a table finishing their lunch.

Xander:  But... It's just that it's buggin' me, this 'cool' thing. (cut 
to them) I mean, what is it? How do you get it? Who doesn't have it? And 
who decides who doesn't have it? What is the essence of cool?

Oz:  Not sure. (reaches for a chip)

Xander:  I mean, you yourself, Oz, are considered more or less cool. Why 
is that?

Oz:  Am I? (eats a chip)

Xander:  Is it about the talking? You know, the way you tend to express 
yourself in short, noncommittal phrases?

Oz:  (considers) Could be.

Xander:  (smiles) I know! You're in a band! That's like a business-class 
ticket to cool with complementary mojo after takeoff! I gotta learn an 
instrument. Is it hard to play guitar?

Oz:  (shakes his head) Not the way I play it.

Xander:  Okay, but on the other hand: eighth grade. I'm taking the 
flügelhorn and gettin' *zero* trim. So the whole instrument thing could 
be a mislead. (thinks) But you need a thing, one thing nobody else has. 
What do I have?

Oz:  An exciting new obsession. Which I feel makes you very special.

Xander:  Now with the mocking. Which I can handle because I know I'm 
right about this. I'm on the track. I just need to find my thing. (gets 
lost in thought)

Oz:  It seems like you're over-thinking it. I mean, you got some 
identity issues. It's not...

Cut to the library that evening. Giles walks out of the cage past Buffy.

Giles:  The end of the world? (heads behind the counter)

Buffy:  (turns) Can they do that? (goes to the counter)

Giles:  They seem fairly committed. (gets a book) The Sisterhood of Jhe 
(brings it over) is an Apocalypse cult. They exist solely to bring about 
the world's destruction, and we've not seen the last of them. More will 

Buffy:  And they're here in Sunnydale for what? Demon Expo?

Giles:  (takes off his glasses) Buffy, this is no laughing matter.

Buffy:  Hence my no laughing.

Giles:  I'm sorry. (slips his glasses back on) I know I'm no longer your 
official Watcher, but...

The library door opens, and they look up to see Oz come in.

Oz:  Hey.

Buffy:  Hey.

The clock on the wall behind Giles shows it's 5:20pm.

Giles:  (checks his watch) Um, y-you're cutting it a bit close.

Oz:  (steps into the cage) Well, you know me.

He pulls the door closed behind him. The privacy towels have already 
been put up. He begins to undress, starting with his jacket.

Buffy:  (to Giles) Well, do we know why they're here?

Giles:  I think so. (looks around) Based on some artifacts I, I found 
with them, and, um, (sees and reaches for another book) taking into 
account the current astral cycle...

Buffy:  (interrupts) Giles, I don't need to see the math.

He puts down the book and steps back to the counter.

Giles:  (seriously) They intend to open the Hellmouth.

Buffy:  (looks up in surprise) The Hellmouth. The one that opens...

Giles:  About twenty feet from where you're standing.

She looks behind her at the area where it last opened nearly two years 
before, where the study table stands surrounded by a semi-circle of low 
book shelves and the stack level behind them. Oz has turned into a 
werewolf and leaps up against the cage. He growls when he can't break 
through, looks up and howls.

Cut to the front of the school the next morning. Willow and Buffy are 

Willow:  And if it opens?

Buffy:  Do you remember the demon that almost got out the night I died?

Willow:  Every nightmare I have that doesn't revolve around academic 
failure or public nudity is about that thing. In fact, once I dreamt 
that it attacked me while I was late for a test and naked.

Buffy:  Well, it'll be the first to come out, and Giles says it won't be 
the worst by a long shot. The world will be overrun with demons if we 
don't stop it.

They start to cross the street toward the steps.

Willow:  Do we know when this is supposed to happen?

Buffy:  (shrugs) Giles is trying to narrow it down. I-if you're up for 
it, we're heading into deep research mode.

Willow:  I'd be offended if you haven't already counted me in.

Buffy:  Thanks, Will. There's something about this one that... scares 
me. (puts her arm around her friend) I need my Willow.

Willow:  Oh, you don't have to be afraid...

They've reached the other side of the street, and both jump when they 
hear a car pull up behind them with the horn honking. They spin around 
to see what's going on. There they see Xander behind the wheel of a 
light blue 1957 Chevrolet Bel Air convertible, pulling it to a stop. The 
radio is blaring. Xander looks cool in his shades and black jacket.

Xander:  You girls need a lift?

Buffy:  What is this?

Xander:  What do you mean, what is it? (gestures around himself) It's my 

Willow:  Your thing?

Xander:  (emphatically) My *thing*!

Buffy:  (frowns uncertainly) Is this a penis metaphor?

Xander:  (sighs heavily) It's my thing that makes me cool. You know, 
that makes me unique. (sees their blank looks) I'm Car Guy. Guy with the 

Willow:  How can you afford it?

Xander:  Uncle Roary stacked up the DUIs, let me rent this bad boy till 
he's mobile again. (turns off the radio)

Buffy:  (tries to smile) Well, i-it's nice.

Xander:  Could you sound a little less enthused?

Buffy:  Sorry.

Willow:  Evil.

Xander:  Big?

Buffy:  Biggest. Maybe more than I can handle.

Xander:  (pulls off his shades) Then we'll handle it together. You know 
I'm here for you. Just tell me what I can do.

Cut to the doughnut shop. Xander stands at the counter and places his 

Xander:  I'll take two glazed, two cinnamon, couple cream-filled, and a 
jelly. No, no, let's round that out to four jellies.

The clerk pulls them out and puts them in a box. Cordelia walks in.

Cordelia:  (mockingly) Ooo, is some evil going on? Must be big for them 
to entrust you with this daredevil mission.

Xander:  (counts out his money) Cordelia. Feel free to drop dead of a 
wasting disease in the next twenty seconds. (hands it to the clerk)

Cordelia:  (pleased) Ooo, again, I strike the nerve. I am the surgeon of 

Xander:  (walks past her with the box) I'm kinda busy right now, okay?

Cordelia:  (turns around) Right. Buffy needs your help. Can you say 

Xander:  (faces her) You think you know everything.

Cordelia:  (steps up to the counter) I think I know you.

Xander:  That's a laugh.

Cordelia:  (tauntingly) Oh, what, you got a shiny car, and now you're 
someone new? Like anybody even cares about...

She is interrupted by a sexy blonde approaching Xander.

Lysette:  Is that your car?

Xander:  (surprised by the attention) Why, uh... (smiles) Yes! It is!

She walks around the car, checking out the equipment, surveying it 

Lysette:  '57 Chevy Bel Air... 283 CID... Solid lifter... Fuel-injected 

Xander:  (has no idea) Uh... very possibly.

Lysette:  (abruptly) How does she handle?

Cordelia is fascinated by this display.

Xander:  Like a dream about warm, sticky things.

He shoots Cordelia a look. She just raises her eyebrows at him.

Xander:  (to the girl) Would you like to go for a little drive?

Lysette:  You busy?

Xander:  (holds up the doughnut box) Just gotta drop this stuff off, and 
then I would describe myself as... (making a face at Cordelia) 

Cordelia gives him a little huff. The blonde smiles at Xander and tilts 
her head, indicating he should open the door for her. He does so, giving 
Cordelia a glance as Lysette gets in. He closes the door and jumps up 
onto the back seat and scrambles over to the driver's seat. He has some 
difficulty sitting down with the huge steering wheel in the way, but 
manages well enough. Lysette doesn't care, obviously more impressed with 
the car than with him. Xander starts the car, puts it in drive, gives 
Cordelia one last look and burns a bit of rubber as he pulls away from 
the curb.

Cut to the Bronze that evening. Xander and Lysette are sitting at a 
table with their drinks. He looks very bored as he listens to her 
chattering on.

Lysette:  ...and then I started seeing Dave Peck. Had a Thunderbird, 
engine completely tricked out, but the upholstery was kind of shot. So 
then I started seeing his friend Mike. Not the Mike with the Mercedes. 
The Mike with the Mustang. An '82 V-6. You know the look.

Xander sees Angel come into the Bronze.

Xander:  Angel!

Lysette looks toward the entrance. Xander stands up and waves him over 
with a smile.

Xander:  Buddy! Friend-buddy. (gestures at the table) You wanna sit and 

Angel:  (comes over) I'm looking for Buffy.

Xander:  Library, last I saw.

Angel:  Something's happening. I've seen portents.

Xander:  (grins) The Apocalypse. They're on top of it.

Angel:  I don't think they know what they're dealing with.

Xander:  Let's go there... and tell them that.

Angel:  No. (waves him off) It's best you stay out of harm's way.

He turns and leaves.

Xander:  (desperate to get away) But I can help!

He watches Angel go out the door.

Lysette:  Hey, you wanna go for another drive?

That's pretty much the last thing on Xander's mind.

Cut outside. Xander and Blondie come out and walk to the car parked in 
the alley just a short ways from the door.

Xander:  Y'know, it's not like I haven't helped before. Y'know, I've 
done some quality violence for those people. (opens the door) Do they 
even think about that?

Lysette gets in and slides over to the passenger's side. Xander gets in 
and pulls the door closed.

Xander:  I mean... (starts it, puts it in drive) they act like I'm, like 
I'm some sorta klutz.

He steps on the gas without even looking ahead. The car lurches forward 
and promptly hits the car parked in front of them. Xander slams on the 
brakes and puts the car into park.

Xander:  Oh, God! Are you alright?

He gets out of the car and gingerly steps to the front of the car. There 
is only some slight bumper damage and a broken taillight on the other 

Xander:  Oh, God! Stay calm. Little fender bender. It's not...

He sees Jack O'Toole get out of the other car, looking angrily back at 
him. Jack just stands and stares at Xander for a long moment, letting 
the fear sink in.

Xander:  (apprehensive) ...the end of the world.

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

The library. Werewolf Oz growls in his cage as he stares at Willow and 
Buffy sitting at the table. Willow looks over her shoulder at him.

Willow:  He's cranky.

Buffy:  It's a good night for it.

Willow:  Can't dogs sense when there's an earthquake, a-a-and they bark? 
Or cows lie down or something? (looks at Oz again)

Buffy:  (reads) 'Sisterhood of Jhe. Race of female demons, fierce 
warriors...' Eww. '...celebrate victory in battle by eating their foes.' 
They couldn't just pour Gatorade on each other?

Giles come out of his office carrying a heavy leather bag.

Giles:  The Council wouldn't even take my calls. (disgusted) Idiots. (to 
the girls) Anything useful in the books?

Buffy:  Not wildly. (closes hers)

Willow:  We still have the Books of Pherion to go through.

Giles nods.

Buffy:  (sets her book down) I'm getting itchy feet, Giles. We don't 
turn up something soon, I'm gonna hit the streets. (grabs and opens 
another) Maybe check out Willy's.

Giles:  Fine.

He goes back into his office for his overcoat.

Willow:  Where are you going?

Giles:  Um, to try and contact the Spirit Guides. (takes his overcoat 
from its hanger) They exist out of time, but have knowledge of the 
future. (pulls it on) I have no idea if they will respond to my efforts, 
but I have to try. (comes back from his office) All we know is that the 
fate of the entire world rests on it. (looks into the doughnut box) Did 
you eat all the jellies?

Buffy looks up from her book.

Buffy:  (innocently) Did you want a jelly?

Giles:  (petulantly) I always have a jelly. I'm always the one that says 
'let's have a jelly in the mix.'

Willow:  We're sorry. (tattles quickly) Buffy had three.

Buffy shoots Willow a look.

Giles:  No matter. (grabs his bag) If Xander makes another run... 
(starts to go)

Buffy:  No. (Giles stops) Xander's out of this. He nearly got killed 
last time we fought. This whole thing will be easier if we know he's 

Cut to the alley outside of the Bronze. Jack approaches Xander 

Xander:  (nervously) Oh, gosh, Jack, man, are, are you okay? (points at 
the bumpers) I am really sorry about that. But your car came out of 

Jack looks down at the damage and back up at Xander.

Jack:  (incredulous) I was parked.

Xander:  Exactly. Look, I can cover the damages. I don't have insurance 
in the strictest sense of the word, but I have a little money. The 
important thing is that we're alright and we can work this out like two 

Jack pulls out a very long hunting knife and holds it up.

Xander:  ...frontiersmen.

Jack:  (points the knife at Xander) Where do you want it?

Xander:  What?

Jack:  Where do you want it?

Xander:  I'm fairly certain I don't want it at all, but, uh, thank you.

Lysette:  (bored and impatient) Wow. Cool knife.

Xander gives her a look. She rolls her eyes and walks back to the car.

Xander:  Yeah. Great knife. Although I think, uh, it may technically be 
a, a sword.

Jack:  She's called 'Katie'.

Xander:  You gave it a girl's name. How very serial killer of you. 
(turns to Lysette) Listen, I think we should be going.

Jack reaches around Xander with the knife and hooks it behind his ear, 
forcing Xander to look at him. Xander quakes with fear.

Jack:  (jeeringly) Are you scared?

He traces the tip of the blade around Xander's neck and cheek.

Xander:  (shakily) Would that make you happy?

Jack:  (sneering) Your woman looking on, you can't stand up to me? Don't 
you feel pathetic?

He traces the knife past Xander's mouth, back to his ear and around and 
down under his chin.

Xander:  (nervously) Mostly I feel Katie.

Jack:  You know what the difference between you and me is?

Xander:  Again... Katie's springing to mind.

Jack:  Fear. Who has the least fear.

Xander:  And it has nothing to do with who has the big, sharp...

Suddenly Jack slaps the knife into Xander's hand and steps back, 
taunting him to fight.

Jack:  Come on.

Xander has no idea where to begin. The blonde distracts him.

Lysette:  I wanna go for a drive. I'm bored.

He lowers the knife and his guard.

Xander:  (sarcastically) Oh, gee, I'm really sorry my life-and-death 
situation isn't *exciting* enough for you...

Jack grabs him and shoves him back onto the hood of the car. He grabs 
Xander's hand and twists it so the knife is pointing at his neck and 
begins to bear down on him. Just then a flashlight shines into Jack's 

Police Officer:  Hey!

Jack releases Xander and quickly palms the knife. The officer turns off 
his flashlight and slowly approaches.

Police Officer:  What's goin' on?

Jack:  Nothing. Just rasslin'.

Police Officer:  (recognizes) O'Toole. (chuckles) What a surprise. 
(flashes the light in his face) (to Xander) He attack you?

Xander looks at Jack, who just looks at the officer.

Xander:  (to the officer) No. Just blowing off steam. (grins) Two guys 
rasslin'. (shakes his head) But not in a gay way.

Police Officer:  Do it somewhere else, huh?

He turns and leaves. Xander drops his head in relief. Behind him Jack 
has a smile on his lips. Remembering that he's there, Xander looks over 
at him and is confused by his expression.

Xander:  What?

Jack:  That was alright. Could've narc'd on me. Didn't do it. That's 
decent of you. I like you. (smiles appraisingly)

Xander:  (still nervous) Yay?

Jack:  (to Lysette) You two wanna have some fun?

Lysette:  (smiles dippily) Like, with driving?

Jack:  Yeah.

Xander sees the broad grin on her face and shakes his head, giving in.

Xander:  What do you have in mind?

Jack:  Well, I was on my way to get the boys. Gonna cruise around. 
(checks out Xander's Chevy) We'll take your wheels.

Xander:  What about your car?

Jack:  (looks at it and shakes his head) It ain't mine.

Xander is aghast and shakes his head. Jack goes to the car door.

Xander:  Great. Where to?

Jack opens the door and slides in to the far side.

Jack:  Gonna get the boys!

Lysette slides in next to Jack, then Xander gets in.

Xander:  Yeah. (pulls the door closed) So, where're the boys?

Cut to a cemetery. The camera pans behind some trees and over to the 
three of them by a grave. Xander and Lysette watch as Jack speaks a 
spell and dangles a chicken foot on a string over a grave.

Jack:  He calls forth the Spirit of Uurthu, the restless. No one shall 
speak. (raises his arms) He shall arise! Hear me...

Xander watches, worried that it might work. Lysette is completely bored.

Jack:  The blood of the Earth shall restore him...

He puts away the chicken foot and kneels by the grave. He drawn his 
knife across the palm of his hand, turns his hand over and lets his 
blood drip onto the grave.

Jack:  And he shall arise.

Xander takes a step back. Something under the ground begins to move.

Jack:  Shall arise!

A pair of arms punch through the grass followed by a head. It's Jack's 
friend Bob. He has a huge frown on his face as he looks around. Jack 
stands up and steps back. Lysette's eyes go wide with surprise. Bob 
pulls himself out the rest of the way and gets up, still frowning and 
disoriented. Jack looks him up and down, pleased with the result. Bob 
looks over at Jack and recognizes his friend.

Bob:  Buddy.

Jack:  Bob.

They look at each other for a moment. Bob has clearly started to decay, 
but is still easily recognizable.

Jack:  You big, hideous corpse... Come here!

Bob comes at Jack and grabs him in a huge bear hug, lifting him off the 
ground and laughing. Lysette freaks out and runs away, screaming at the 
top of her lungs. Xander watches her go.

Xander:  (resentfully) I'll call ya!

Bob keeps laughing as he swings Jack around a bit before putting him 
back down.

Bob:  Man! You *raised* me!

Jack:  (looks him up and down) I *told* you grandpappy could work that 
mojo. Big Bob is back in action!

Bob:  (raises his arms) Yes!

They each butt hard into the other in celebration. Xander fidgets 
restlessly, waiting to see what's going to happen next.

Bob:  Oh, man, I can't believe you raised me! That is so awesome! 
(starts to calm down, lets go of Jack) You are the coolest.

Xander:  Maybe I should just let you guys catch up. (starts to go)

Jack:  Bob, this is Xander. He's our wheel man.

Xander turns back around and smiles.

Bob:  Hey.

He steps up to Xander and slaps him hard in the shoulder, making him 
stagger back a few steps. Xander manages to keep his balance and 
straightens back up.

Xander:  Howdy.

Bob:  (steps back to Jack) Dude, where are the other guys? We gotta go 
get 'em.

Jack:  (nods) Absolutely.

Bob:  (pats him on the arm) Alright.

They start walking to get the rest of the boys. Xander stays back.

Xander:  Are, um... Are all your friends dead?

Jack:  (over his shoulder) Xander, let's roll.

Bob:  How long I been down?

Jack:  Eight months. I had to wait till the stars aligned.

Bob:  Oh, eight months. I got some catching up to do.

He stops in his tracks and points at Jack.

Bob:  Whoa! Walker, Texas Ranger. You been taping 'em?

Jack:  Every ep.

Xander catches up with them.

Bob:  Alright. We're gonna get the guys together, and we're gonna PARTY, 
man! (hits Xander hard in the other shoulder) It's gonna be a night to 
remember! (they start walking again) Yeah!

Xander:  (trailing them) I'm sensing that.

Cut to Dickie's grave. Jack weaves his spell again.

Jack:  The blood of the Earth shall restore him, and he shall arise.

Dickie comes up head first. He is far more decayed than Bob. His face is 
raw and bloody, but he is also still recognizable.

Dickie:  Dudes!

Cut to the car. The camera is low to the pavement showing the back of 
the car. The tires squeal as the four boys take off for another cemetery 
to get the last member of the group.

Cut to the Restfield Cemetery. The camera pans low along some 
gravestones and up to the sign. Cut to Giles standing before a large 
mausoleum and holding up a lit candle. The Spirit Guides appear in the 
form of a bright cloud gathering in front of the mausoleum, and Giles 
speaks to them.

Giles:  Noli me renuere, umbra ducens. Sapienta manium super me 

Translation:  Do not deny me, Spirit Guide. Let the wisdom of those who 
have passed be showered upon me.

Spirit Guides:  Illae res occultae sunt tempoti et locis obscuris. 
Enuntiare illas Chaos super orbem vivum terrarum ferat.

Translation:  These secrets belong to time and the dark regions. To 
reveal them would bring Chaos down upon the living Earth.

Giles:  Belua propulsanda est! Invenire vitium suum noster spes sola 

Translation:  The Beast must be fought! Our only hope lies in finding 
its weakness!

A strong wind begins to blow.

Spirit Guides:  (angrily) Noli petere! Perturba nos non diutius!

Translation:  (angrily) Seek not! Disturb us no longer!

The cloud moves away and up into the sky. The wind stops blowing. The 
cloud splits in two, and both halves disappear up into the firmament. 
Giles isn't happy with the result of the encounter. He looks to his 
right when he hears Xander approaching.

Xander:  Giles, hey... (smiles) What's goin' on?

Giles:  Oh, uh, (looks at the mausoleum) I was just trying to, uh, gain 
access to the, um, Spirit Guides. Not going very well, I'm afraid. 
(looks around) Uh, what are you doing here? (packs his things)

Xander:  Oh, we were just raising, um... (glances back at the others) 
some heck.

Jack and the others, having raised the last member of their group, are 
waiting by the car for Xander.

Jack:  (impatient) Xander! Let's go!

Xander:  (kneels by Giles) Listen, do you guys need any help?

Giles:  (concentrating on packing) Hmm? Oh, no. Thank you. Uh, probably 
best if you, you stay out of trouble.

Xander:  No chance of that.

Jack:  (impatient) Xander! Motor!

Giles:  (stands up) There's something... different about this... menace, 
something in the air... The stench of death.

Xander:  Yeah, I think it's Bob.

Giles:  (absently) We may all be called upon to fight when it happens. 
(picks up his bags)

Xander:  When what happens, exactly?

Jack:  (very impatiently) Come on!

Giles:  I better go. (smiles weakly) Um, hopefully, we shall have time 
to prepare. All we need is a few weeks. (turns and leaves)

Cut to Willy's bar. The place has been completely trashed. Buffy is 
kneeling down next to Willy, who is lying on the floor behind the bar 
with his head and shoulders propped up against the cabinets. He's been 
very badly beaten, and the blood flows freely from several cuts in his 

Buffy:  Tonight?

Willy:  (nods, laboring to breathe) Before sunrise. That's what they 
said. (winces in pain)

Buffy:  (looks at the damage) Why did they do this?

Willy:  They were looking for Angel.

Buffy:  Angel? Why?

Willy:  (breathing shallowly) Said they were coming after you, too, and 
nothing could stand in their way because (winces in pain) tonight was 
the night...

Severe pain stabs him in the gut, and he turns from her and coughs.

Willy:  (painfully) Oh, man...

Buffy:  (worried) The ambulance is on its way.

Willy:  (coughs, swallows) Look, kid, my clientele ain't exactly nuns 
and orphans, but I... I never seen anything like these demons.

Buffy:  I'm gonna stop them.

Willy:  (coughs) That Hellmouth opens (swallows) they're gonna be the 
least of your problems is my train of thought.

He winces in pain again and coughs, then swallows again.

Willy:  (between shallow breaths) If I were you... I'd go find Angel... 
go somewhere quiet together. I'd be thinking about how I wanna spend my 
last night on Earth.

Cut to Xander and the gang. Bob is standing in the back seat with his 
fists raised into the air.


The other dead boys yell in agreement. Parker, the last one of the group 
to be raised, is in an advanced state of decay, and so is in much worse 
shape than the others. His face is beyond recognition, having lost much 
of its flesh, exposing parts of his skull. Xander can't believe he's 
caught up in all of this.

Parker:  Dude! Let's go pick up some girls, man. We'll hang out at Taco 
Bell, get some girls, go cruise around...

They all laugh, except for Xander.

Dickie:  I wanna bake a cake.

Bob slides back down into the seat with an arm around each of his buds.

Bob:  Hey, we need some beers, though.

Parker:  (to Bob) I can't believe you got shot, man. Was it them 

Jack:  Are you kidding? We wiped them out after they threw you off the 

Parker:  (appreciatively) Oh, man. You guys, you guys are the best, man. 
The best! I mean that.

Bob:  (explains to Parker) There's a liquor store. Little Armenian guy 
runs the place? He had a gun behind the counter.

He looks ahead, frowning in disgust. The bullet hole in his forehead 
above his left eye is plainly visible. He brightens when he has an idea.

Bob:  Hey... We should go kick his ASS!

Parker:  Yeah!


Xander glances back at them nervously.

Xander:  If you guys want me to drop you off somewhere, that's...

Jack:  (interrupts, pats Xander's shoulder) Nah. You're with us now.

Parker reaches up to him from behind and pats him on neck and cheek with 
his grossly rotten hands.

Parker:  Oh yeah, man, you on the team now, baby. Whoo-hoo!

The guys in the back all chuckle.

Bob:  (serious) What're we gonna do?

Jack:  Well, I've heard some interesting suggestions, but I'm gonna have 
to go with Dickie's. Let's bake a cake.

Dickie:  Yeaaaaah!

Bob and Parker:  Yeaaaaah!

Bob laughs as he leans back over the trunk and raises his fists into the 

Cut to a hardware store. Xander pulls the car to a stop in front.

Jack:  Alright.

He gets out. Dickie pushes the front backrest forward and gets out. Bob 
and Parker just jump over the side of the car.

Jack:  (to Xander) You stay here and keep the motor running. (joins the 

Xander:  Uh, this time of night, I'm pretty sure nothing's open.

Bob grabs a newspaper vending machine, yanks it from the sidewalk and 
heaves it into the hardware store window. It shatters loudly. Xander 
watches nervously.

Xander:  But they're always open for *crime*.

The dead boys all climb into the store. Xander holds on tightly to the 
steering wheel and fidgets nervously in his seat.

Xander:  Okay. Now I'm involved in crime. I'm the criminal element. 
(sarcastically) Having a car sure is cool!

He hears Willow's voice, and turns to see her leaving the magic shop 
about half a block down on the other side of the street.

Willow:  Thank you. Sorry to wake you. (starts down the street)

Shopkeeper:  No problem.

Xander:  Will!

She sees him and walks into the street toward him. Xander gets out of 
the car and goes to meet her.

Willow:  Xander, what are you doing here?

Xander:  Nothing. Certainly not crime. (grins guiltily and glances 
behind him) Wh-what about you?

Willow:  (worried) I-I needed supplies for a protection spell. Buffy 
called from Angel's. I-it's happening tonight.

Xander:  And that thing that's happening would be...?

Willow:  I-I can't stay. Buffy'll needs this.

She goes, leaving Xander standing there still unenlightened. Just as 
quickly she comes back and gives him a tight hug. She lets go and looks 
up at him.

Willow:  I love you, Xander.

Again she hurries off, leaving him to ponder his next move.

Xander:  Okay, that's it. (turns back to the car) I'm gonna...

Jack steps in front of him and stops him.

Jack:  Where you going?

Xander:  Look, something's just come up. (looks at the store)

Jack:  You gonna bail on me? Is that it?

Xander's response is interrupted by the noise of the others coming out 
of the hardware store. Dickie holds up two bags full of ingredients for 
him to see.

Dickie:  (smiling) We got the cake mix! (puts the bags in the car)

Parker:  Where you wanna bake it?

Jack:  (ominously) Xander's looking to leave.

Bob:  No way. (comes around the car) We need a wheel man. (stands behind 

Dickie and Parker walk around the other way.

Jack:  (menacingly) Xander doesn't feel like he's part of the group.

Xander:  (placatingly) No. It's just I'm kinda busy!

Bob comes around to Xander's left. Parker stands to his right.

Bob:  He doesn't feel like part of the group because he hasn't been 

Jack:  Do you think he's ready?

Parker:  (puts his arm around Xander) Oh, I think he's earned his 
stripes. I say we let him in, boys. Huh?

Dickie:  (chuckles) Woo-hoo!

Xander:  (grins) Great! (nods) I wanna be in the gang, sure!

Parker:  Alright! (nudges him in the gut) Yeah.

Jack:  (lifts his finger to Xander) That's the spirit.

Parker:  Yeah.

Xander:  (smiling, getting into it) What do I gotta do?

Jack pulls out Katie and holds the blade to his face. Xander's smile is 
instantly replaced with fear.

Jack:  (twists the blade threateningly) You gotta die.

Parker pats Xander affectionately on the cheek.

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

In the street in front of the hardware store.

Xander:  (nervously) Alright, guys, what... Let's just talk about this.

Parker:  Aw, you wanna be part of the gang now, don't you?

Jack leers at him, constantly turning his knife.

Xander:  Yes, yes, but I'm not *dying* to be in the gang, if you get 
the, um... the pun there.

Bob:  (insulted) What? You're, you're too good to be dead?

He grabs Xander by the lapels of his jacket and lifts him up.

Bob:  You got a problem with dead people?

Xander shakes his head and mouths "no", thinking quickly.

Xander:  What about Jack? Jack's not dead.

Jack lowers his knife, reaches down and raises his shirt for Xander to 
see. There is a series of bullet holes across his gut. Bob releases 
Xander so he can get a better look. Jack drops his shirt back down and 
brings Katie back up level to Xander's face.

Jack:  Drive-by three weeks ago.

Xander:  (exhales) Oh, boy.

Jack:  Grandpappy found my body. I wasn't gone but ten minutes before he 
raised me. It's a rush, man.

Dickie:  (smiling) Let's kill Xander. It'll be fun!

Parker:  Yeah, man, you could be a full-fledged member.

Jack:  (steps closer and sneers) Come on, Xander. Take it like a man.

Xander:  (takes a chance) Alright, enough! You guys have had your fun, 
but you forgot about *one* thing.

He looks at Bob and Parker, and then makes a break for it.

Jack:  Get him!

Xander runs across the street and into the outside seating area of the 
Espresso Pump. They all give chase. Xander waits for them to follow him 
into the cafe', then makes another break for it, jumping up onto a table 
and hopping over the low wall surrounding the area. He runs back across 
the street and jumps into the car. The motor is still running, so he 
throws it into drive, floors it and burns rubber out of there, leaving 
the dead guys behind.

Bob:  Damn him! (throws up his hands) There goes the wheels.

Parker:  (plaintively) He took all our stuff, man.

Dickie:  I wanna bake a cake.

Jack:  (seething with anger) It's alright. We'll get more. The night is 

They all head back into the hardware store for more supplies.

Cut to Xander driving along the street, very relieved to have escaped.

Xander:  I'd say that's pretty much enough excitement for one evening.

Cut to a park. Faith gets thrown against a fence, pulled off and thrown 
against it again by a member of the Sisterhood of Jhe. The demon pulls 
her off again, but Faith shakes loose and does a backhand swing at the 
demon's head, making it snap hard to the side. Faith then punches it in 
the gut and tries for a second hit to the head, but the demon blocks the 
attempt, grabs Faith's arms and throws her to the ground. Faith rolls 
and comes back up to a fighting stance. The demon lunges at her, but she 
kicks it in the knee and then roundhouse kicks it in the head. Without 
pausing, Faith launches into a half spinning high wheel kick, which the 
demon blocks with both arms. The demon throws Faith's leg down, grabs 
onto her jacket and swings her around and back into the fence. Back in 
the street Xander rounds a corner and sees the fight in the park ahead 
of him. The demon rushes Faith, who grabs the fence behind her and lifts 
herself up to do a twin push kick to the demon's gut, shoving her back 
hard. Xander sees his opening, and just drives right into the demon, 
knocking it back quite a ways onto its ass. He backs the car out into 
the street again as Faith watches. The demon gets back to its feet and 
starts her chase.

Xander:  (to Faith) Get in!

Faith runs to the car and dives into the back seat. Xander guns it just 
as the demon catches up, but she can't run fast enough to grab hold of 
the car, and is left in their dust.

Cut to Faith's motel. Xander pulls the car to a screeching halt in a 
parking spot. They both run out and up the stairs to her room, watching 
for any pursuers. Faith opens the door and runs in. Xander is right 
behind her and swings the door shut.

Xander:  You think Demon Mama followed us?

He checks out the window, but doesn't see anything. He rushes over to 
the other window and checks there, too, but again sees nothing.

Faith:  No, we're cool. (takes off her jacket) The bitch dislocated my 
shoulder, though.

She tosses her jacket aside, careful not to move her arm too much. 
Xander comes back over to her.

Faith:  Hold me.

He looks at her a bit confused, but gets closer and reaches out to her. 
Faith takes his right hand and puts it on her left upper arm. He finally 
realizes that he's supposed to hold it steady. She reaches up with her 
right hand and grabs hold of his jacket for leverage. She pulls her left 
shoulder back and jerks it forward. Her shoulder audibly snaps back into 
place. Faith heaves a sigh and rotates her shoulder around in different 

Faith:  That's better. (sniffs) She got me really wound up.

She looks at Xander and runs her hand over his chest. She inhales and 
exhales deeply.

Faith:  A fight like that and... no kill... I'm about ready to pop.

She smiles at him, still rubbing her hand over his chest.

Xander:  (nervously) Really? (looks down at her rubbing hands) Pop?!

Faith:  (smiles sexily) You up for it?

She runs her other hand down the back of his neck.

Xander:  (nods) Oh, I'm up.

She smiles at him and gets closer. She stops rubbing his chest and 
lowers her hand to his crotch.

Xander:  I'm suddenly *very* up. It's just, um... (grins sheepishly) 
I've never been up with people before.

Faith grabs his jaw and kisses him full on the lips with plenty of 

Faith:  Just relax... And take your pants off.

She starts to push his shirt and jacket off of his shoulders.

Xander:  Those two concepts are antithetical.

She yanks his shirt and jacket down his back and off his arms, and 
throws them down. They lock in a passionate embrace and kiss each other 
hard. Faith turns him around and shoves him back onto the bed. She jumps 
up after him and straddles him.

Faith:  Don't worry. (pulls off her own shirt) I'll steer you around the 

She grins broadly down at him. Xander looks back up at her with more 
than a little apprehension on his face.

Xander:  Did I mention that I'm having a very strange night?

Cut to a shot of their reflection in the TV. Faith is on top of Xander 
under the sheet, moving slowly and purposefully.

Cut to them cuddling afterward. Xander runs his fingertips across her 
upper arm. They gaze into each other's eyes for a while. Faith smiles at 

Cut outside her motel room door. She opens it and nudges Xander out. He 
has only his underwear on and holds the rest of his clothes in his arms. 
Faith is wrapped up in the bed sheet.

Faith:  That was great. I gotta shower.

She closes the door on him. He just stands there, unsure of what just 
happened. He looks at the door again, and soon realizes he's just been 
used. Mouth agape, he makes his way back to his car.

Cut to the library. Werewolf Oz is jumping around in the cage, very 
agitated. Willow watches him, very worried.

Willow:  I've never seen him like this.

Giles comes up behind her with the dart gun and hands it to her.

Giles:  It's the Hellmouth. He can sense it's going to open. Be ready 
just in case.

Willow checks the rifle as Giles goes to the cage to open it. He looks 
back at her before he does.

Giles:  Now don't hesitate.

Willow raises the weapon to her shoulder and takes aim, anxious about 
having to hurt Oz.

Willow:  Do it.

Giles unlocks the door.

Giles:  Now Oz...

Oz leaps up against the door and throws it open, knocking Giles to the 
floor. He takes a leap toward Willow, but she's ready and pulls the 
trigger. The dart flies from the barrel and hits him in the side, and he 
yelps and falls to the floor. It's not enough to keep him down in his 
agitated state, though, and he gets back up on all fours. Behind him 
Giles scrambles to his feet.

Giles:  AGAIN!

Willow retreats as she inserts another dart into the gun. Oz is 
weakened, but he lunges toward her. Giles runs to get him from behind. 
Oz jumps up onto the table just as Giles catches up and grabs him around 
the chest. Oz raises himself up on his hind legs, growling fiercely as 
Giles gets an arm around each of his, exposing his chest. Willow takes 
the shot, and the werewolf yelps again. This time the Phenobarbital does 
its job, and Oz collapses onto the table, dragging Giles down on top of 
him. The wolf pants shallowly as Willow steps up to him and soothingly 
pets the thick fur on his head.

Giles:  We've got to move him before he wakes up.

Willow:  (remorsefully to Oz) Sorry. I hope you're not mad at me in the 

Cut to Faith's motel. Xander pulls on his jacket and gets into his car. 
He checks himself in the rearview mirror and thinks about what just 
happened. He sighs and looks into the back seat. There he sees the two 
bags of stolen ingredients and grabs one to see what's inside. In it he 
finds a can of kerosene, a short length of galvanized pipe with caps, 
wire, primer cord and an electronic timer switch. He takes a second look 
at the can of kerosene and realizes that the "cake" really isn't.

Xander:  Hey! They're not baking any cake.

He quickly sets the can aside and starts the car.

Cut to the hardware store. He comes to a stop in front of it. The place 
is a mess, but Jack and his gang are nowhere to be seen.

Xander:  Long gone. Probably loaded with supplies. Gotta think.

He looks into the store and tries to concentrate.

Xander:  I can't believe I had sex. (catches himself) Okay, bombs. 
Already-dead guys with bombs. (realizes) Oh, man, I'm outta my league! 
Buffy'll know what to do.

He takes off for Angel's mansion.

Cut to the mansion. Buffy and Angel are inside arguing.

Buffy:  (pleading) I don't know what to do.

Angel:  Then let me decide for you. I can face this thing.

Buffy:  (protests) You can't.

Angel:  Look, I, I can at least buy you enough time for Willow's spell 
to bind it.

She stares speechlessly at him.

Angel:  Buffy, this is worse than anything we've ever faced. It's the 
only way.

Buffy:  (voice cracking) I can't watch you die again.

He lifts his hand to her cheek and rubs it gently, looking deeply into 
her eyes.

Angel:  I love you.

Buffy:  (takes his hand) I love you.

Angel:  Nothing can change that. Not even death.

She jerks his hand away and steps back, angry about his defeatist 

Buffy:  Don't talk to me like that! *You* may be ready to go, but *I* am 
not ready to lose you. Okay, this is my fight, and if you won't do it my 
way, then you're...

She is interrupted by Xander clearing his throat. She turns to face him.

Xander:  (grins) Hey. I've got this, um... There's this, uh... (grins 

Buffy and Angel look at him expectantly. Xander sees the sadness in 
their faces and the tear streaks on Buffy's cheeks.

Xander:  (awkwardly) It's probably a bad time.

He turns to go, but looks back at them again.

Xander:  Can I help?

They both shake their heads at him.

Xander:  Okay.

He walks out the door. Buffy turns back to Angel, and they look at each 
other sadly.

Cut to the atrium at the mansion. Xander walks to the stairs and starts 
up and out.

Xander:  Okay, I can work this out. I just got to figure out what they'd 
be likely to bomb.

Cut to Sunnydale High School at night. Cut to the library. Giles has 
cleared away the table and chairs and painted a black circular figure on 
the floor. Eight rays extend from the edge. Inside are four small 
semicircles which mark the four corners. At the center three short lines 
intersect. A lit candle stands on each line and a fourth at their 
intersection. All around the circle and the room are more candles. Giles 
is busy lighting them as he recites a spell from a book.

Giles:  Terra, vente, ignis et pluvia. Cuncta quattuor numina, vos 
obsecro. Defendete nos a recente malo resoluto.

Translation:  Earth, wind, fire and rain. Linger four gods, we implore 
you. Defend us, immediately after I will release you.

Willow returns to the library with the tranquilizing gun and sets it 
down on the counter as she passes by.

Willow:  Okay. Oz is moved. He could barely walk after that mickey I 
gave him, but we made it. Is he gonna be alright there?

Giles:  Anywhere is safer than here. Um, help me with the candles.

He tosses her the lighter, which she catches.

Willow:  We're doing the binding spell from the Hebron's Almanac?

Giles:  Yes, but once it's ready, (lights a match) you're to stay back 
and let me finish the recitation. (Willow starts to protest) Don't 
argue. I want you safe. Who knows what's going to come up from beneath 

Willow crouches down and starts lighting more of the candles.

Cut to the boiler room. Dickie puts the finishing touches on the bomb. 
They have it assembled on top of an oil barrel. Dickie plugs in the 
timer, and switches it on.

Parker:  Whoo!

He taps the keys and sets it for sixty minutes. Dickie plugs in the last 
wire, and the countdown starts. They all chuckle under their breaths. 
Jack walks up to the bomb and checks it out.

Jack:  This is gonna be large! (smiles at Parker)

Parker:  Oh, yeah!

Dickie checks the wiring once more as they all laugh.

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

The streets. Xander drives to the school.

Xander:  (frantically) Giles will know what to do. He's *way* more calm 
than Buffy.

He turns a corner and sees the dead boys walking and laughing.

Xander:  Okay, I got a plan.

Jack and Bob hear him approaching and turn around.

Bob:  Hey, our wheels.

The group splits up, and Xander drives up between them, slowing down as 
if to stop. Parker is right up by the car, so Xander reaches out and 
grabs him.

Parker:  Hey!

Xander hits the gas and takes off, dragging Parker alongside. Cut around 
the next corner. Xander drives around it and weaves the car side to 
side. The other boys chase him. Cut to Xander holding onto Parker.

Parker:  (scared) Stop! C'mon, man! Stop!

Xander:  Where's the bomb?!

Parker:  It's in, it's in the high school!

Xander:  In the school where?!

Parker:  Oh, God, this really, really hurts!

Cut to the street. Xander screeches around the next corner.

Parker:  Stop!

Cut to Parker.

Parker:  It's in the, it's in the boiler room.

Xander:  Alright. Now I'm gonna ask you this once, and you better pray 
you get the answer right.

Parker:  (still scared) Okay, okay.

Xander:  How do I defuse...

He never finishes his question, because he drives too close to a 
curbside mailbox, and the impact knocks Parker's head off. Xander 
screams in horror  at the sight and releases his hold on Parker's now-
headless body. He looks back at the others and guns the car.

Xander:  (chagrined) I probably should've left out that whole middle 

Bob and Dickie keep up the chase. Jack stops to check on Parker.

Dickie:  He's headed for the school!

Cut to a hall in the school. Xander barges through a door and runs past 
the basement access door. He comes back to it and notices the sign 
stating "Door to remain locked at all times". Jack, Bob and Dickie crash 
through the hall door and start to chase him.

Jack:  There he is!

Xander starts to run down the hall again.

Xander:  Where's a Slayer when you need one?

Cut to the library. The Hellmouth has opened, and the same huge, green, 
multi-headed, tentacled demon that erupted from it less than two years 
before looms over the heads of Buffy, Faith, Angel, Giles and Willow, 
only now it's much larger. Bolts of energy flash about like lightning.

Giles:  Oh, my God. It's grown.

The camera passes through the group to the doors, where Xander runs by 
followed a moment later by Jack and then Bob and Dickie in rapid 
succession. Dickie is distracted by the noise and lights coming from the 
library and backtracks to have a look. He peers in through one of the 
round door windows and sees the Hellmouth demon waving its three heads 

Dickie:  Wow.

Jack:  C'mon, man!

Dickie joins the chase again.

Cut to another hall. The dead boys have lost Xander. They open a set of 
doors and stop at the hall intersection.

Bob:  Which way?

Jack:  He couldn't have gotten far. Let's split up.

Bob goes right, Dickie goes left and Jack heads straight ahead.

Cut to the stairs by the student lounge. Bob comes bounding down and 
stops at the base. He looks around and notices a fire ax on the wall. He 
smashes the glass and pulls it out.

Bob:  Good for chopping.

He heads into the student lounge. A moment later Xander runs into the 
student lounge and runs up to the couches. From off to the side Bob 
swings the ax at him. Xander reacts fast and stops short of being 
sliced, but loses his balance and falls backward onto a table. He rolls 
off of it and onto the floor. Quickly he scrambles to his feet, but 
immediately gets knocked onto another table by a punch from Bob.

Bob:  Now this is what I call fun.

He wields the ax back and swings it down at the table. Xander rolls away 
just as the head of the ax embeds itself into the table, and he comes up 
standing next to Bob. He backhand punches Bob in the face, stunning him, 
grabs him and swings him around head first into another table. Bob falls 
to the floor and lies there on his back, dazed by the impact. Xander 
pulls the ax from the other table, looks down at Bob and goes over to a 
vending machine. He slips the blade of the ax behind the machine and 
uses the handle as a lever to pry it away from the wall. It tilts over 
and falls right onto Bob's head, crushing it.

Back out in the hall Dickie comes through a door and runs into the 
student lounge. He sees Bob's body lying there and stops, looking at it 
aghast. Xander steps out into the open holding up the ax.

Xander:  Should've learned by now. If you're gonna play with fire, you 
gotta expect sooner or later...

Dickie takes off running before Xander can finish delivering his Clint 
Eastwood line.

Xander:  (insulted) I wasn't finished!

Dickie disappears back out the same door he came in.

Xander:  Note to self: less talk.

He starts to run after Dickie.

Cut to the hall outside the library doors. Suddenly the doors burst 
open, and Buffy comes flying out backward, landing almost at the far end 
of the hall by the door leading outside. The three heads of the 
Hellmouth demon come slithering through the doors after her. Buffy gets 
up and runs back at it.

Buffy:  Faith! Go for the heart!

Cut to another part of the hall. Dickie runs around a corner and 
disappears down an adjacent hall. Xander is right behind him with the 
ax. A moment later Xander comes running back with Dickie right behind 
him. Right on their heels are three members of the Sisterhood of Jhe. 
Xander runs into a room and off to the side. Dickie follows him but runs 
through it to the nurse's office. He whips the door open, runs in and 
finds himself trapped. The demons run in after him and start ripping him 
apart. Xander takes a few deep breaths to calm himself.

Xander:  Okay, boiler room.

He turns back toward the door, but is stopped by one of the heads of the 
Hellmouth demon when it breaks through the wall next to him.

Xander:  Other way.

The head roars after him as he runs away.

Cut to the basement. Xander kicks open the door, enters cautiously and 
makes his way down the stairs. At the bottom he opens the door to the 
boiler room and looks in. There in the middle of the room he sees the 
bomb. The timer is ticking away.

Xander:  Hello, nasty.

He steps into the room and closes the door behind him. He gingerly goes 
over to the bomb and checks the timer as he sets down the ax.

Xander:  (breathing hard) Less than two minutes. Dumb guy. Little bomb. 
How hard can it be?

Suddenly Jack grabs him from behind and throws him into a work bench. He 
hits it hard and falls to the floor. Xander gets back up only to find 
himself face-to-face with Jack.

Jack:  And it just got harder.

Xander:  I'm not leaving till that thing's disarmed.

Jack:  Then I guess you're not leaving.

He swings a right at Xander, which he blocks. Jack swings a high left, 
which Xander ducks. Jack swings a right again, and this time hits Xander 
in the jaw, making him stagger back into a wall. Jack pulls Katie out 
and tries to stab Xander, but he catches Jack's arm and manages to hold 
him back. Jack doesn't let up, though, and keeps pressing into him. 
Xander glances over at the bomb, which is ticking away.

Jack:  (angrily) I'm gonna carve you up and serve you with gravy. You 
piss me off, boy. Now you pay the price. First the eyes, then the 
tongue. I'm gonna break every one of your fingers.

Xander:  You gonna do all that in forty-nine seconds?

Jack looks over at the bomb, and Xander seizes the opportunity to push 
him back, grab him by the jacket and shove his head into the wall. He 
pulls him back from the wall and punches him in the face. Jack comes 
back up unfazed, grabs Xander by the pants and flips him over onto a 
crate. He quickly gets back up, and the two boys start to come at each 
other again, but then stop when they realize they don't have time for 
this. Jack glances over at the exit sign above a door.

Xander:  I know what you're thinkin'. Can I get by him? Get up the 
stairs, out of the building, seconds ticking away... I don't love your 

Jack:  Then you'll die, too.

Xander:  (raises his eyebrows) Yeah, looks like. So I guess the question 
really is... who has less fear?

Jack:  (tries to psyche Xander out) I'm not afraid to die. I'm already 

Xander:  Yeah, but this is different. Being blowed up isn't walking 
around and drinking with your buddies dead. It's little bits being swept 
up by a janitor dead, and I don't think you're ready for that.

He's proven right when Jack makes a move for the door. Xander matches 
his move, and Jack realizes there's no way he can get out. They face 
each other from opposite sides of the bomb. Xander is oddly calm whereas 
Jack is clearly afraid.

Jack:  Are you?

Xander:  (glances at the bomb, smiles thinly) I like the quiet.

Cut to the library. Angel and Faith fight one of the Sisterhood. She 
swings at Angel, but he ducks the punch. He swings at her, and hits her 
dead in the face. Giles swings at the Hellmouth demon with an ax, still 
trying to force it back the rest of the way as he recites the rest of 
the binding spell.

Giles:  Omnia... vasa... veritatis!

Translation:  All things... the vessel... of truth!

Giles:  Now, Buffy!

From above him, at the stack level, she starts to swing at the creature 
with a battleaxe.

Cut to the boiler room. The two boys are still facing off with the bomb 
between them. The timer counts down the last few seconds.

00:12, 00:11, 00:10, 00:09...

The boys stare each other down, both taking deep breaths.

00:08, 00:07, 00:06...

Xander stands his ground. Jack is starting to have second thoughts.

00:05, 00:04...

Xander gives Jack a little frown, saying in essence, "Too late now."

00:03, 00:02...

Jack caves and quickly reaches in and pulls a wire. The timer goes 
blank. He drops the wires and pulls his hands away. It takes Xander a 
moment to realize that it's over.

Xander:  Good boy.

He steps over to Jack and looks him straight in the eyes.

Xander:  I don't think I wanna be seeing you on campus anymore, Jack.

He goes over to the door he entered from, gives Jack one last look, 
opens it and leaves, closing it behind him. Jack walks toward the other 

Jack:  I'm not going anywhere, Harris. The first time you turn your 

He pulls the door open, and werewolf Oz jumps out at him. Jack screams 
as he hits the floor and gets mauled.

Cut to the school the next day. Students come and go as though nothing 
has happened. Dissolve to the quad. Students go about their business.

Willow:  Even after the Hellmouth was closed, you could still hear it 

Dissolve to her, Buffy, Giles and Oz sitting at a lunch table. They all 
sit quietly. Dissolve to a close-up of Giles and Oz.

Oz:  But Angel's gonna be okay?

The camera pans over to Buffy and Willow. Buffy's right arm is in a 

Buffy:  He was only out for a few minutes. Longest of my life.

Willow:  (shakes her head) I will never forget that thing's face. Its 
*real* face, I mean.

Giles:  Yes.

Buffy:  (to Giles) I don't know how you managed. (he looks up at her) It 
was the bravest thing I've ever seen.

Giles:  (grins) Stupidest.

He turns his face revealing several nasty scratches across his left 
cheek, ear and neck.

Giles:  But the world continues to turn.

Willow:  No one will ever know how close it came to stopping. Never know 
what we did.

Xander:  (finds them) Guys...

Willow:  Xander. Boy, you're lucky you weren't at school last night. It 
was crazed.

Xander:  (shrugs) Well, uh, gimme the quiet life. (grins) I'm gonna grab 
a snack. Anyone want?

Giles:  (quietly) No, thank you.

Xander:  Oz?

Oz:  No. I'm oddly full today.

Xander:  Okay.

He goes to get his snack, but runs into Cordelia, who is eager to begin 
the game again.

Cordelia:  Ooo, look, it's Mr. Excitement. On another life-or-death 
doughnut mission, or are we just cruising for bimbos again, giving them 
lessons in lack of cool?

He just smiles at her. If only she knew. Of course, she doesn't have a 

Cordelia:  What?

He smiles more broadly and just walks past her.

Cordelia:  (unnerved) What?

Xander just keeps walking away, never looking back.

Cordelia:  (insistently) What?!

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