Written by:  Joss Whedon
Directed by:  Joss Whedon
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 "Doppelgangland". It also includes 
descriptions of the settings, action scenes and camera movements where I 
felt they were needed.

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 99.05.31

This episode was originally broadcast on February 23, 1999.

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

A dark chapel. Dozens of candles on several tall iron candleholders are 
standing around the chamber. An altar stands at one end. Upon it sits 
the high demon D'Hoffryn. Kneeling before him on a small rug is Anya, 
she who was Anyanka, once demon but now doomed to be mortal, pleading 
her case.

D'Hoffryn:  (resolutely) Do not ask again.

Anya:  (shocked) But... But I...

D'Hoffryn:  (sternly interrupts) Your powers were a gift of the lower 
beings. You have proved unworthy of them.

Anya:  I was robbed of them.

D'Hoffryn:  By your carelessness.

Anya:  (dramatically) For a thousand years I wielded the powers of The 
Wish. I brought ruin to the heads of unfaithful men. I brought forth 
destruction and chaos for the pleasure of the lower beings. I was feared 
and worshipped across the mortal globe. (disgustedly) And now I'm stuck 
at Sunnydale High. (despondently) Mortal. Child. And I'm flunking math.

D'Hoffryn:  (dismissingly) This is no concern of ours. You will live out 
your mortal life and die.

Anya:  (pleadingly) Give me another chance. You can fold the fabric of 
time. Send me back to that place and I'll change it. I won't fail again.

D'Hoffryn:  Your time is passed.

Anya:  (desperately) Do you have any idea how boring twelfth graders 
are? (stands up) I'm getting my power center back. (defiantly) And if 
you won't help me, then, by the pestilent gods, I will find someone who 

Cut to Sunnydale High. Willow is lying on a grassy area, concentrating 
hard. Soon a pencil floats up into view and starts to slowly turn end 
over end. Willow smiles at her successful levitation. Beside her, Buffy 
does sit-ups.

Buffy:  The Watcher Council shrink is heavy into tests. He's got tests 
for everything. T.A.T.s, Rorschach, associative logic... (grunts and 
sits up) He even has that test to see if you're crazy that asks if you 
ever hear voices or you ever wanted to be a florist.

Willow:  (looks over at Buffy) Ooo, I used to want... (reconsiders) 
Wait. Florist means crazy, right? (turns back to her pencil) I never 
wanted to do that.

Buffy does some stretching exercises while she watches the pencil as 

Buffy:  (smiles, impressed) Neat.

Willow:  (grins) Thanks. It's all about emotional control. Plus, 
obviously, magic. (looks at Buffy, giddily) Hey, you wanna go to the 
Espresso Pump and get sugared up on mochas?

Buffy:  I'm gonna pass. Hit the pool and do some laps.

Willow:  (bewildered) How come the sudden calisthenics? Aren't you sort 
of naturally buff, Buff? (smiles and giggles) Buff buff.

Buffy:  Well, they've got us running around on the physical side, too. A 
lot of reflex evaluation and precision training, you know. I-I just... 
Well, I-I wanna do...

Willow:  (smiles knowingly) Better than Faith?

Buffy:  (embarrassed) So very shallow.

Willow:  (sits up) Competition is natural and healthy. Plus, you'll 
definitely ace her on the psych tests. Just don't mark the box that 
says, 'I sometimes like to kill people.'

Buffy:  (ruefully) I know Faith's not gonna be on the cover of Sanity 
Fair, but... she had it rough. Different circumstances, that could be 

Willow:  (shakes her head) No way. Some people just don't have that in 

Buffy:  (apologetically) Look, I'm sorry. I-I know how you hate talking 
about Faith.

Willow:  No, it's okay.

Buffy:  No, really, we should just... (glances at the pencil)

Willow:  No. I-it doesn't bother me. I mean it.

Buffy:  (notices the pencil) Uh, Will?

Willow:  (looks at it) Oh.

The pencil is spinning wildly. An instant later it darts off and buries 
itself deeply into a tree. Willow gives Buffy a concerned look.

Buffy:  Emotional control?

Willow:  (abashed) I'm working on it.

Opening credits roll. Buffy's theme plays.

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

Sunnydale High School. Cut to Principal Snyder's office. He stands at 
the door, hands in pockets, looking with great satisfaction at Willow 
and Percy West, who are seated facing his desk.

Snyder:  As far as I'm concerned, this is a marriage made in heaven. 
(takes off his jacket) Willow Rosenberg, despite her unsavory 
associations, (hangs it on the coat rack) represents the pinnacle of 
academic achievement at Sunnydale High. (strolls up to them) Percy West 
represents a devastating fast break (puts his hand on Percy's shoulder) 
and 50% from behind the three-point line. (goes around his desk to his 

Willow:  (confused) I-I'm not sure I understand the marriage part. 
(glances at Percy)

Snyder:  (indicates Willow) You've got the brains, (indicates Percy) 
he's got the fast break. (brings his hands together) It's a perfect 

Willow:  (very confused) Match? (double-takes at Percy) You want us to 

Snyder:  I want you to tutor him. (sits) Percy is flunking history. 
Nothing seems to be able to motivate him.

Percy:  (flippantly) Hey, I'm *challenged*.

Snyder:  (raises his eyebrows) You're lazy, self-involved and spoiled. 
That's quite the challenge. But we need a winning year, especially after 
last year's debacle with the swim team. Can't have our point guard 
benched. (to Willow) So, you're gonna take on a little teaching job. 
(encouragingly) I know how you enjoy teaching.

Willow:  (makes feeble excuses) Well, I have a lot of work of my own.

Snyder:  You've got a letter of acceptance from every university with a 

Willow:  Y-yes, but I still have classes and I don't...

Snyder:  (interrupts) Rosenberg, it's time to give something back to the 
community. (stands up) I know you wanna help your school out here. Ask 
me how I know.

Willow:  (obediently) How do you...?

Snyder:  (interrupts, glares ominously) I just... know.

Cut to the library. Willow and Buffy push the doors open and walk in.

Buffy:  So he threatened you? With what?

Willow:  Well, i-it wasn't exactly anything he said. It was all in his 
eyes. I mean, there was some nostril work as well, but mostly eyes.

Buffy:  Snyder needs me to kick his ass.

Willow:  Oh, no, Buffy, don't get in trouble. I'll be okay.

They reach the study table. Willow sets down her books, Buffy sits on 

Willow:  I just hate the way he bullies people. He just assumes 
everyone's time is his.

She lifts her bag from her shoulder and sets it down also as Giles comes 
out of his office sucking on a lollipop.

Giles:  Willow, get on the computer. I want you to take another pass at 
accessing the Mayor's files.

Willow:  (happily) Okay.

She heads behind the counter to use the computer there. Faith comes into 
the library followed by an out-of-breath Wesley.

Faith:  (sarcastically) Well, that was a blast.

Giles:  How did it go?

Faith:  (points at Wesley behind her) Princess Margaret here had a 
little trouble keeping up.

Wesley makes it to the counter and leans heavily against it. Buffy 
raises her eyebrows at the sight.

Giles:  (to Wesley) How did it go?

Wesley:  (panting heavily) Faith, uh... (pants) did quite well on the 
obstacle field. (pants) Still a little sloppy, though.

Faith shoots him an incredulous look.

Giles:  Do you feel up to, uh, taking Buffy out, or shall I?

Wesley:  (pants) Oh, no, no, no. (pants) I'll be fine. (pants) Just give 
me a minute. (pants) And some defibrillators, if it's (pants) not too 
much trouble.

Faith:  You're gonna love it, B. It's just like fun, only boring. 

Giles:  (sternly) Faith, this evaluation is a necessary part of the 

Faith:  (apologetically) I know. I'm on board here. Just shooting my 
mouth off.

Buffy:  I better change.

She starts to walk out. As she passes by, Faith leans toward her.

Faith:  Good luck.

She reaches out, lightly brushes Buffy's shoulder with her hand and 
gives her a little smile. Buffy returns the smile weakly and continues 
out. Wesley takes a deep breath and follows her. Faith notices Willow at 
the computer and hops up on the counter to sit and watch.

Faith:  What cha doin'?

Willow:  (trying to concentrate) I'm trying to access the Mayor's 
personal files.

Faith:  (surprised) Can you do that?

Willow:  Well, he's got some tricky barriers set up.

Faith:  (warily) Can you get past 'em?

Willow:  (stubbornly) Eventually I'll get through.

Faith watches intently as Willow continues her hacking.

Cut to a spacious new studio apartment. Mayor Wilkins considers Faith's 

Mayor Wilkins:  (musingly) That's very interesting.

Faith:  Yeah, I thought so, too. (looks around) Are you serious about 
this place? (continues exploring)

Mayor Wilkins:  Of course I am. No Slayer of *mine* is gonna live in a 
fleabag hotel. That place has a very unsavory reputation. There are 
immoral liaisons going on there.

Faith:  (checks out the kitchen) Yeah, plus all the screwing. This place 
is the kick!

She walks past a leather punching bag hanging in a corner and continues 
into the sleeping area.

Mayor Wilkins:  We'll keep your old place, in case you need to see your 
friends there, but from now on...

Faith jumps up on the bed and bounces.

Mayor Wilkins:  (appalled) Oh, hey, hey, hey! Shoes! Shoes!

Faith hops off of the bed and goes up to the Mayor.

Faith:  (smiling sultrily) Thanks, Sugar Daddy.

Mayor Wilkins:  (admonishingly) Now, Faith, I don't find that sort of 
thing amusing. I'm a family man.

He steps aside to let Faith continue looking around.

Mayor Wilkins:  (briskly) Now, let's kill your little friend.

Faith gives him an uneasy look.

Mayor Wilkins:  (reassuringly) Don't worry. I wouldn't ask you to do it. 
Not this early in the relationship. (Faith sits, doubtfully considers) 
Besides, I think a vampire attack would be less suspicious anyway. In 
the meantime, let's take a look at the rest of the apartment, huh? 
(Faith stands up again) If I'm not mistaken, some lucky girl has herself 
a PlayStation.

Faith:  (grins broadly) No way.

Mayor Wilkins:  (grins back proudly) Yes way! (chuckles happily)

Faith heads over to the TV to check it out.

Cut to the halls at Sunnydale High. Oz finds Willow as she walks along.

Oz:  Hey!

Willow:  Oz! Hi!

They smile at each other and move closer to hug.

Oz:  There's something about you that's causing me to hug you. 
(teasingly) It's like I have no will of my own.

They move apart. Willow has a huge smile on her face.

Willow:  Where were you yesterday?

They start walking, holding hands.

Oz:  Mm... We got back late, sort of very.

Willow:  (perplexed) We? Who? Where?

Oz:  The band. We had a gig in Monterey Sunday night.

They stop by a classroom.

Willow:  (distressed) Oh, you did? How come I didn't know?

Oz:  (surprised) I thought you did.

Willow:  (hurt) Maybe I would have liked to go.

Oz:  Didn't figure you for missing school.

Willow:  (disappointed) You think I'm boring.

Oz:  I'd call that a radical interpretation of the text. We're playing 
tonight at the Bronze.

Willow:  (apologetically) I can't. I have too much homework.

Oz:  (invitingly) If you get done early...

He steps toward the classroom. Their hands don't part until necessary.

Cut to the quad. Percy comes up the stairs from the underpass below the 
administrative offices. Willow catches up with him. He just continues 
walking, completely disinterested.

Willow:  Percy! Hey. Listen, I thought we could get together today at 
lunch and go over your Roosevelt paper. You know, what books you'll need 
and stuff.

Percy:  (purposely obtuse) What are you talking about?

Willow:  Me tutoring you. Your, your history paper?

Percy:  Oh, yeah, yeah. Snyder said *you* were gonna do it.

Willow:  (surprised) He never said that.

Percy:  (gives her an obnoxious look) What meeting were *you* at?

Willow:  Look, I-I'll get the books you need. Just meet me at lunch 

Percy:  (interrupts) No, no, no. I don't have any time at lunch. I gotta 
hang out.

Willow:  Well...

Percy:  (stops and faces her, impatiently) What, what, you got something 
better to do? Just type it up and put my name on it. Oh, and don't type 
too good. Dead giveaway. (leaves)

Willow can't believe his attitude and sinks down on one of the benches 
dejectedly. She takes off her pack, reaches in and pulls out a banana.

Willow:  (with resolve) I'm eating this now. (daringly) It's not 
lunchtime, I don't even care.

Before she can begin peeling it, Buffy and Xander walk up to her.

Buffy:  Hey.

Xander:  Willow, did you remember to tape Biography last Friday?

Willow:  (absently) Uh-huh. (struggles with the banana)

Buffy:  (to Xander, proudly) See, I told you. Old Reliable.

Xander nods and smiles. Willow is not amused.

Willow:  (sourly) Oh, thanks.

Buffy:  (taken aback) What?

Willow:  'Old Reliable'? Yeah, great. (reprovingly) *There's* a sexy 

Buffy:  Well, I-I didn't mean it as...

Willow:  No, it's fine. I'm 'Old Reliable'.

Xander:  She just means, you know, the geyser. You're like a geyser of 
fun that goes off at regular intervals.

Willow:  (disgustedly) That's Old Faithful.

Xander:  Isn't that the dog that, that the guy had to shoot...

Willow:  (incensed) That's Old Yeller.

Buffy:  Xander, I beg you not to help me. Will, I-I didn't mean it as a 
bad thing. I-I think it's good to be reliable.

Willow:  (stands up, annoyed) Well, maybe I don't *wanna* be reliable 
all the time. Maybe I'm not just some doormat person. Homework Gal.

Xander:  I'm thinking nerve strike.

Willow huffs at him and starts to go, but turns back.

Willow:  Maybe I'll change my look! Or cut class. You don't know.

Buffy and Xander just give her surprised looks.

Willow:  (holds up her banana defiantly) And I'm eating this banana. 
Lunchtime be damned! (strides off)

Buffy:  (goes after her) Will, wait. I'm really sorry...

Willow:  (interrupts, chiding gently) Buff, I'm storming off. It doesn't 
really work if you come with me.

Buffy:  (chastened) Oh.

Willow goes on her way. Buffy looks back sadly at Xander.

Cut to the halls. Willow starts trudging up the stairs. Anya notices 

Anya:  Uh, Willow?

Willow:  (turns around) Uh, hi. (doesn't recognize)

Anya:  (gestures at herself) Anya. (smiles) I'm sort of new here. 
(hopefully) Um, I know Cordelia?

Willow:  (smiles thinly) Oh, fun.

Anya:  Yeah. Um, listen, (steps up closer to her) I have this little 
project I'm working on, and I heard you were the person to ask if...

Willow:  (interrupts, ironically) Yeah, that's me. Reliable-Dog-Geyser 
Person. What do you need?

Anya:  Oh, it's nothing big. (secretively) Just a little spell I'm 
working on. (shrugs)

Willow:  (suddenly interested, steps down to her) A spell? 
(nonchalantly) Oh. I like the black arts.

Anya:  I just need a secondary to create a temporal fold. I heard you 
were a pretty powerful wicca, so... (shrugs again)

Willow:  (smiles excitedly) You heard right, mister! I-I-I'm always 
ready to work some dark mojo. (hopefully) So, tell me, is it dangerous?

Anya:  (dismissively) Oh, no. (shakes her head)

Willow:  (disappointed) Well, could we pretend it is?

Cut to an empty classroom after school. The camera pulls back from a 
large white plate with a representation of Anya's lost necklace painted 
on it. Willow kneels facing it, arranging herbs, bones and candles. Anya 
sits at a desk and prepares a mixture of sands and powders.

Anya:  The necklace was a family heirloom passed down for generations. 
Then it was stolen from my mom's apartment.

Willow:  How does the spell work?

Anya:  (gets up) Uh, well, we both call on Eryishon, (kneels opposite 
Willow) the Endless One, offer up the standard supplication, then 
there's a teensy temporal fold. (smiles weakly) We hope. Um, then I pour 
the sacred sand on the representation of the necklace, and Eryishon 
brings it forth from the time and place it was lost.

Willow:  (smiles) Cool.

Anya:  Are we ready?

Willow:  (slightly nervous) I think so.

Anya takes a deep breath and holds her hand out palm up over the plate.

Anya:  Eryishon. K'shala. Meh-uhn.

Willow also reaches out with her hand palm up, keeping hers tip-to-tip 
with Anya's.

Willow:  Diprecht. Doh-tehenlo nu-Eryishon.

Anya picks up the bottle of sacred sand and holds it over the plate.

Anya:  The child to the mother.

Willow takes hold of the bottle as well.

Willow:  The river to the sea.

Anya:  (closes her eyes) Eryishon, hear my prayer.

Willow closes her eyes also. There is a low rumbling, and a pillar of 
energy appears over the plate and around the girls' hands. Their hands 
begin to shake, and Willow whips open her eyes, surprised by how 
powerful this spell actually is.

She sees scenes from an alternate universe: Anyanka choking Giles, 
licking her fingers, herself and Xander as vampires, Anyanka's necklace, 
Buffy staking Xander, herself as a vampire, herself impaled on the 
broken wood of the cage, Anyanka's necklace smashed, her vampire self 
attacking Buffy and getting backhand punched, the Master watching, 
herself falling to the floor, being grabbed by Larry, sitting alone in 
an empty factory without the machine, Oz coming for her, the Master 
grabbing Buffy.

In the classroom Anya turns over the bottle of sand, and it pours out. 
Some of it sifts through Willow's fingers before hitting the plate. More 
visions follow: Angel letting the imprisoned humans out, herself 
fighting one, Oz still coming for her, reaching out to grab her...

Suddenly she disappears from the scene.

Willow flashes back to the classroom, where she has a wide-eyed look of 
surprise and shock on her face. The pillar of energy fades, and she 
pulls back her hands, breathing hard.

Willow:  That was... W-w-what was that? (slowly stands up)

Anya:  (feels for her necklace in the sands) Oh, it's not here. (pounds 
the floor, frustrated) It's not here!

Willow:  (composes herself) Okay, that's a little blacker than I like my 

Anya:  (exasperated) Oh, don't be such a wimp.

Willow:  (very uneasy) That, that-that wasn't just some temporal fold, 
that was some weird Hell place. I-I don't think you're telling me 

Anya:  (tersely insistent) I swear, I am just trying to find my 

Willow:  (indignantly) Well, did you try looking inside the sofa *in 

Anya:  Look, (smiles sweetly) we'll just try it again, and...

Willow:  (steps back) No! I-I think emphatically not!

Anya:  (angrily) I can't do it by myself!

Willow:  (gathers her things) That's a relief. I'm outta here.

Anya:  (furiously) Fine! Go! (mutters to herself) Idiot child.

Willow overhears that, and doesn't appreciate it.

Willow:  (reaches down, haughtily) I believe these chicken feet are 
mine. Look, m-magic is dangerous, Anya, i-it's, it's not to be toyed 
with. Now, if you'll excuse me, I have someone else's homework to do.

She leaves the room. Anya looks down at the plate, frustrated, then 
picks it up.

Anya:  (anguished) Nothing! (smashes it)

Cut to the factory. It's empty except for a lot of small debris. Evil 
Willow jerks up from the floor and looks around, shocked to suddenly 
find that the Master, his machine, the humans, the vampires, everything 
is gone.

Evil Willow:  This is weird.

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

Cut to the street in front of the Sun Cinema. "Hotel" and "The Goose 
Ran" are the featured films. The camera pans down from the sign to 
several children running along the sidewalk and comes up on Evil Willow. 
She's standing in the street, disoriented and confused by everything she 
sees around her. There are so many people and children boldly walking 
and running around at night without a care in the world. To her it's all 
strange. Very strange. These people should be cowering in their homes, 
not out enjoying themselves. As she walks along the yellow centerline, 
some people walk by her, crossing the street from the theater to the 
Espresso Pump, coming within reaching distance, blissfully unaware of 
who she is. No one fears her. No one even notices her. Behind her she 
hears a girl screaming and turns to look, but the girl is just resisting 
some teasing from her boyfriend, not shaking in fear of a vampire. An 
old woman approaches her, not even put off by her full leather attire.

Old woman:  E-e-excuse me, young lady...

Evil Willow faces her and snarls. The lady is frightened, and she backs 
away shaken, but she's not terrified as Evil Willow would have expected, 
probably assuming she was just another punk. She rolls her eyes and 

Cut to the Bronze. k's Choice is on stage performing "Virgin State of 
Mind", a slow bluesy number, while several couples slow dance to it.

Lyrics:  There's a chair in my head on which I used to sit / Took a 
pencil and I wrote the following on it / Now there's a key where my 
wonderful mouth / Used to be

Evil Willow enters and looks around. The place is calm, especially 
compared to what she's used to. People are hanging out, chatting, 
drinking, playing pool. Only a few eyes notice her in her black leather.

Lyrics:  Dig it up, throw it at me / Dig it up, throw it at me

Evil Willow stops by a pool table and looks forlornly all around, taking 
in the situation.

Lyrics:  Where can I run to / Where can I hide / Who will I turn to / 
Now I'm in the virgin state of mind

A guy in a leather jacket can't help but notice Evil Willow as she walks 
around him, staring appraisingly at him with her evil scowl. She just 
keeps going. He doesn't want anything to do with her.

Lyrics:  Got a knife to disengage the voids that I can't bear / Cut out 
words I've got written on my chair / Like, do you think I'm sexy / And 
do you think I really care

Evil Willow begins to get depressed about how things suddenly are. She 
doesn't watch where she's going, and neither does Percy, who bumps into 

Percy:  Hey! (recognizes her, surprised, then amused) Rosenberg? What 
are you doing, trick-or-treating? (points at her) You're supposed to be 
at home doing my history report. I flunk that class, you're in big 
trouble with Snyder. (smugly) Till we graduate, I own your ass.

She raises her eyes and looks at him with weary amusement.

Evil Willow:  Bored now.

She shoves the heel of her hand squarely into his chest, sending him 
flying onto a pool table. He lands hard on his back, and his momentum 
forces him into a back roll off of it. Several guys around them are 

Guy#1:  Whoa, whoa, whoa, man!

Guy#2:  Hey!

Guy#1:  What's up with *that*, man?

Guy#3:  What the heck?

Evil Willow now has the attention of the crowd as she slowly goes over 
to Percy.

Evil Willow:  (pensively) I'm having a terrible night.

She reaches down and lifts Percy up from the floor by his throat, 
digging her fingertips into his flesh and choking him.

Evil Willow:  (expectantly) Wanna make it better?

Percy tries to punch her, but she idly blocks him and looks up into his 
eyes, sadly at first but then with a wide grin when Percy can't pull her 
hand off. He clutches her neck with his other hand and tries to choke 
her. Some guys in the background make fun of Percy, unaware of the 
seriousness of his situation.

Guy#4:  Check it out!

Xander comes up behind him, eager to get in on the fun.

Xander:  What's going on? Is there a funny thing?

The guys laughingly point over at Evil Willow and Percy, who have both 
hands around each other's necks now. Percy is choking, while Evil Willow 
just continues to smile. Xander runs up behind Percy and yanks him off 
of her, throwing him to the floor.

Xander:  Back off! You stay the hell away from her!

Percy:  (panicked) Okay! Sure! (scrambles away)

Xander turns back to make sure Willow is okay, but is stunned by the way 
she's dressed. For her part, Evil Willow's face brightens, glad to 
finally see a familiar face.

Evil Willow:  (thrilled) Xander!

Xander:  (amazed) Will, changing the look not an idle threat with you.

Evil Willow:  (smiles widely) You're alive!

She hugs him, running her hands sensuously over his neck and back.

Xander:  Uh... Will, this is verging on naughty touching here. (her 
hands go further down) Don't wanna fall back on bad habits. (her hands 
reach his butt) (jumps, surprised) Hands! Hands in new places!

Evil Willow:  (realizes, confused, revolted) You're alive.

Xander:  (nods, eyeing her curiously) You mentioned that before. Will, 
are you okay?

Evil Willow:  (distraught) No! Everything's different.

Buffy:  (finds them) Oh. There you are.

Xander:  (never looking away from Evil Willow) Hey, Buff.

Buffy:  Aren't you gonna introduce me to your... (recognizes) Holy 
*God*, you're Willow.

Evil Willow:  (recognizes the Slayer, vehemently) You.

Buffy:  (tries to be polite) You know what? (smiles supportively) I, I 
like the look. (stammers) It's, um... it's, it's extreme, but it, it, it 
looks good, you know, it's a (breathes deeply) leather thing, and, uh... 
(to Xander) I said extreme already, right?

Evil Willow:  (steps up to Buffy, eyes narrowed with hatred) I don't 
like you.

Buffy:  (taken aback) Will, I'm sorry about today. You know how my foot 
likes to live in my mouth. (puzzled) But you know... y-you really didn't 
have to prove anything.

Evil Willow glares at both of them with disgust. She has nothing to say 
to these humans.

Evil Willow:  Leaving now. (starts away)

Xander:  Will, gotta say, not lovin' the new you.

Buffy:  (goes after her) Will, wait...

She grasps Evil Willow's arm from behind and turns her around, and is 
dumbfounded when she sees her in her vampire guise.

Evil Willow:  (roars) Get off me!

She shakes the Slayer off and stalks away, leaving Buffy and Xander 
standing there in complete shock and dawning horror.

Cut to an alley. Evil Willow strides along it at a brisk pace. Behind 
her two vampires come into view.

Alfonse:  Willow Rosenberg.

Evil Willow:  (stops and smiles to herself in anticipation) I'm not 
supposed to talk to strangers.

Alfonse:  Then we won't talk.

He nudges his partner to attack. Evil Willow does a side kick at him, 
sending him stumbling back. Alfonse lunges at her, but she grabs onto 
his shoulder and uses his momentum to flip him to the ground. She turns 
around and does a half-spinning hook kick to the other one's head. He 
backs up a step, but keeps his balance and leans back in to punch Evil 
Willow. She middle blocks two shots and follows up with a punch to his 
head. She grabs his shoulder while he's dazed and flips him over onto 
his back. Alfonse comes at her again, and she connects with a roundhouse 
kick to his side. He falls, but gets up quickly and grabs her shoulder. 
She grabs onto his hand to keep it in place, and with her other hand she 
pushes down on his shoulder, forcing him to flip forward onto his back. 
She takes his hand and jerks it back hard, snapping his wrist. He grunts 
in pain and gives in.

Evil Willow:  (reprovingly) You made me cranky.

She brushes her fingers against his.

Alfonse:  (panting) There's been a mistake here. We were sent after a 

Evil Willow:  (intrigued) Really? Who do you work for?

Alfonse:  (hoarsely) I'm not telling you a thing.

With a half-smile, she takes one of his fingers and bends it back 
sharply, breaking it. He screams in pain.

Evil Willow:  (still smiling) Who do you work for?

Alfonse:  (gives in) Wilkins. The Mayor.

She takes another finger and breaks it, too. Again he cries out in pain.

Evil Willow:  *Who* do you work for? (bats her eyes suggestively)

Alfonse:  (gets it) You.

She drops his arm and lets him up. The other vampire gets up also, 
rubbing his head.

Evil Willow:  (commands) Get your friends. Bring them here. The world's 
no fun anymore. (smiles evilly) We're gonna make it the way it was. 
Starting with the Bronze.

Alfonse nods obediently at his new boss.

Cut to the library. Buffy and Xander come in, both silent, very detached 
from reality. Giles hears them come in and walks out from his office.

Giles:  Oh, Buffy. I thought you were going out tonight. I didn't 

He sees the oppressive grief in their expressions.

Giles:  (very worried) What is it?

Cut to later, after they've explained. They all sit on the stairs to the 
stacks, detached and staring off into space. Giles dangles his glasses 
from his hands. Xander idly handles a cross.

Xander:  (takes a breath) This isn't real.

Buffy:  (numbly) I can't feel anything. Arms, legs, anything.

Giles:  She was truly the finest of all of us.

Xander:  Way better than me.

Giles:  (nods decisively) Much, much better.

Xander:  It's all my fault.

Buffy:  (despairingly) No, it's me. I-it's me. I'm the one that called 
her reliable. She must have gone out and gotten attacked, which she 
never would have done if I hadn't have called her reliable. And now my 
best friend is...

Willow walks in and finds them there.

Willow:  (curiously) What's going on?

They all look up surprised. Xander lifts his cross in defense. Willow 
notices their sad faces and is amazed at their expressions.

Willow:  Jeez, who died?

She notices just how deeply sad they really are and realizes she may 
have gotten it right.

Willow:  (almost panicked) Oh, God! Who died?

Xander jumps up and gets in Willow's face with the cross.

Xander:  Back! Get back, demon!

She doesn't cower from it, but instead shows deep concern for him, 
thinking maybe he's flipped out or something. Xander shakes the cross as 
though it were broken and puts it back in her face. Buffy and Giles 
notice that she's not frightened of the cross, and slowly approach.

Buffy:  (breathlessly) Willow, you're alive?

Willow:  (puzzled) Aren't I usually?

Without any further hesitation, Buffy runs the two steps to her best 
friend and hugs her hard and close.

Buffy:  Oh!

Willow is surprised, and lets out a little groan from the tightness of 
the embrace. An instant later Xander is also hugging her for all he's 

Willow:  (wonderingly) I love you guys, too?

The hug goes on for a long moment before it gets too intense for Willow.

Willow:  Okay. Oxygen becoming an issue.

They both let go, smiling at her with tears in their eyes. She smiles 
back, but still doesn't know what to make of it all.

Willow:  Giles, what's going on with these...

Before she can finish she finds herself being warmly embraced again by 
the normally reserved Watcher.

Willow:  Oh!

Again she groans from the tightness of the hug, and Giles quickly 
releases her, a bit embarrassed at his emotional display.

Giles:  Oh. Sorry. (backs away)

Willow:  (still wondering) It's really nice that you guys missed me. 
(wide-eyed) Say, you all didn't happen to do a bunch of drugs, did ya?

Xander:  (breathless) Will, we saw you at the Bronze. A vampire.

Willow:  (startled, then insulted) I'm not a *vampire*.

Buffy:  You are. (gets a look from Willow) I-I mean, you, you were. 
(very confused) Giles, planning on jumping in with an explanation any 
time soon?

Giles:  (very unsure) Well, uh... something... something, um, very 
strange is happening.

Xander:  (facetiously) Can you believe the Watcher's Council let this 
guy go?

Cut to the Bronze. Anya walks up to the bar and sits.

Anya:  (wearily) What a day. (to the bartender) Gimme a beer.

Bartender:  (deadpan) I.D.

She gives him an incredulous look.

Bartender:  I.D.

Anya:  (loses it, thumps her fists on the bar) I'm eleven hundred and 
twenty years old! Just gimme a friggin' beer!

Bartender:  (unimpressed) I.D.

Anya:  (sighs, defeated) Gimme a Coke.

Cut to the stage. Oz and Devon set up their equipment.

Devon:  Man, we need a roadie. (wistfully) Other bands have roadies.

Oz:  Well, other bands know more than three chords. Your professional 
bands can play up to six, sometimes seven *completely* different chords.

Devon:  That's just, like, fruity jazz bands.

He looks worriedly at Oz, seeking confirmation for this theory.

Angel:  (finds them) Oz.

Oz:  Hey, man. You looking for Buffy?

Angel:  As always.

Oz:  Well, no sightings as of yet, but I think she said she'd show.

The door to the club opens, and in walk several vampires. They fan out 
into the crowd. The people back away in fright. Alfonse comes in last, 
grabs an unlucky boy and throws him into a table.

Oz:  (quietly to Angel) That doesn't look good.

Alfonse:  (yells) EVERYBODY, SHUT UP!

From over at the bar, Anya notices the vampires and begins to take an 

Alfonse:  (to everyone) Alright. Nobody cause any trouble or try to 
leave... and nobody gets hurt.

Angel:  (quietly) Why don't I believe him?

Oz:  (quietly) Well, he lacks credibility.

They notice one of the vampires prevent a guy from leaving through the 
back door.

Oz:  Can you get outta here?

Angel:  (eyes cast upward) Skylight in the roof. I can make it.

Oz:  (worried) I think we need some backup.

Angel:  (evenly) I think I'm needed here.

Oz:  (raises his eyebrows) Ten to one. Could get pointless.

The door opens again and another vampire enters, followed closely by 
Evil Willow. She looks around at everyone, very pleased. Anya 
straightens up now, quite intrigued. Evil Willow smiles when she reaches 
the middle of the empty dance floor.

Evil Willow:  Look. Everyone's all afraid. (sighs blissfully) It's just 
like old times.

Oz:  (in utter disbelief) Get Buffy. Do it now.

Angel wastes no time, wheels around, and begins climbing the stage ropes 
to the roof. Devon gets in close behind Oz.

Devon:  (quietly, smiling) Dude, check out your girlfriend.

Evil Willow saunters leisurely over to a girl alone at a table.

Evil Willow:  (sweetly) What's your name?

Sandy:  Sandy.

Evil Willow lightly brushes her hands along Sandy's arm and takes her 
hand. She slowly pulls her onto the dance floor where everyone can see 

Evil Willow:  You don't have to be afraid... (smiles disarmingly) just 
to please me. (to everyone) If you're all good boys and girls, we'll 
make you young and strong forever and ever.

She turns Sandy around to face the stage and stands behind her, 
continuing to fondle Sandy's shoulders and head.

Evil Willow:  (enticingly) We'll have fun.

Sandy flinches when Evil Willow grasps her hair and pulls it to the 
side, forcing Sandy to tilt her head, leaving her neck bare. Evil Willow 
lasciviously licks the girl's neck.

Evil Willow:  If you're not...

She looks around warningly, vamps out, smiles, licks her lips and roars 
as she bites Sandy savagely on the neck and drains her dry. Oz tries to 
run from the stage to Sandy's aid, but is stopped by one of the 

Devon:  (to Oz) No, man!

When Evil Willow is finished feeding, she lets Sandy's lifeless body 
collapse to the floor and morphs back to her human guise.

Evil Willow:  (idly curious) Questions? Comments?

Oz:  (shocked) Willow. You don't wanna do this.

Evil Willow:  (approaches blithely) I don't? (smiles proudly) But I'm so 
good at it.

The vampire holding Oz lets him go down to meet her.

Oz:  (horrified) Who *did* this to you?

Evil Willow:  (recognizes him) I know you. (disgustedly) You're a White 
Hat. (eyes narrow, puzzled) How come you're talking to me like we're 

Anya slowly comes up to her from behind.

Anya:  (unafraid) 'Cause he thinks you're someone else. He thinks you're 
the Willow that belongs in *this* reality.

Evil Willow:  (confused) Another me?

Anya:  You know this isn't your world, right? I mean, you know you don't 
belong here.

Evil Willow:  (softly) No. This is a dumb world. (smiles wistfully) In 
my world there are people in chains, and we can ride them like ponies.

Anya:  (states the obvious) You wanna get back there.

Evil Willow:  (nods mournfully) Yeah.

Anya:  So do I.

Cut to the school. Cut to the library. Giles sits deep in thought. 
Willow leans in Giles' office doorway while Buffy and Xander sit on the 
study table.

Willow:  This is creepy. I don't like the thought that there's a vampire 
out there that looks like me.

Xander:  Not looks like. Is.

Buffy:  It was exactly you, Will, every detail. Except for your not 
being a dominatrix. (uneasily) As far as we know.

Willow:  (rolls her eyes, grins sardonically) Oh, right. Me and Oz play 
'Mistress of Pain' every night.

Giles furrows his brow. Buffy and Xander's eyes glaze over.

Xander:  Did anyone else just go to a scary visual place?

Buffy:  Oh, yeah.

They all look up when Angel makes a quick and noisy entrance, breathing 
hard from running.

Angel:  (very upset) Buffy, I... I just... Something's happened that...

He pauses when he gets patient, waiting looks from Buffy and Xander.

Angel:  (blurts it out) Willow's dead.

Buffy and Xander nod knowingly. Willow straightens up from leaning 
against the door frame. Angel notices her.

Angel:  (distractedly) Hey, Willow.

He looks back at Buffy and Xander. Xander raises his eyebrows at him. 
Suddenly it clicks in Angel's mind, and he does a double take at Willow.

Angel:  (very confused) Wait a second.

He looks back at Buffy and Xander for confirmation. Giles raises his 
eyebrows, rolls his eyes and grimaces.

Xander:  (understandingly) We're *right* there with you, buddy.

Buffy:  We saw her, too, at the Bronze.

Willow smiles reassuringly at him and blithely waves.

Angel:  (still somewhat unsure) Okay. She's there now with a cadre of 
vampires looking to party.

They all immediately get up and head out.

Buffy:  (resignedly) We can figure out who she is *after* we stop the 
feeding frenzy.

Cut to the hall.

Buffy:  How many of them were there?

Angel:  Eight or ten.

Buffy:  (to Giles) Should we call Faith?

Giles:  No, I don't want her in combat yet. Not around civilians.

Xander:  (heartily) Hear, hear.

Willow:  (holds back) Guys? (they stop and look back) What are we gonna 
do with me? The... other... me?

The three men look at each other uncomfortably, shuffling their feet and 
hanging back. Buffy realizes she has to take the lead.

Buffy:  (comes closer to Willow) I don't know, Will. (hesitates) I mean, 
we just have to stop them.

Willow:  I-I get that. I just kind of wanted to know... (thinks of 
something) Oh! Hey, uh, go. I-I'll catch up.

She heads back into the library as the others go. Cut inside the 
library. Willow goes to the checkout counter and leans over, but can't 
reach what she's looking for. She starts to go around it, but an arm 
reaches around from behind and grabs her. A hand clamps over her mouth 
to prevent her from screaming.

Evil Willow:  (gloating) Alone at last.

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

The library. Evil Willow turns Willow around and looks her up and down, 
particularly noticing her pink sweater.

Evil Willow:  (appraisingly) Well, look at me. (doubtfully) I'm all 

Willow:  What do I want with you? (catches herself) Uh...

Evil Willow:  (grimly) Your little school friend Anya said that you're 
the one that brought me here. She said that you could get me back to my 

Willow:  Oh. (gets it) Oh! Oops!

Evil Willow:  But I don't know... (smiles wickedly) I kinda *like* the 
idea of the two of us.

She turns Willow around again, caressing her shoulders.

Evil Willow:  We could be quite a team, (meaningfully) if you came 
around to *my* way of thinking.

Willow:  (uncertainly) Would that mean we have to snuggle?

Evil Willow brushes Willow's hair away from her neck.

Evil Willow:  (coaxing) What do you say?

She gives Willow's neck an eager, lengthy lick. Willow shudders with 
loathing and grimaces at the feeling.

Evil Willow:  (enticingly) Wanna be bad?

Willow:  (completely unnerved) This just can't get more disturbing.

Evil Willow growls horribly with desire and bares her teeth behind 
Willow's neck. Willow freaks out and whirls around, stepping back and 
away from her.

Willow:  (flapping her hands with disgust) Ack! Ew! No more! You're 
really starting to freak me out!

She tries to go around Evil Willow, but gets blocked. She snatches up 
Xander's cross from the counter and nervously waves it in Evil Willow's 
face, who roars and bats her arm away, sending the cross flying. She 
grabs Willow and throws her hard up and over the counter. Willow lands 
with a crash, hitting her head hard against the metal filing cabinet.

Willow:  Ow!

Evil Willow:  (stalks grimly around the counter) You don't wanna play, I 
guess I can't force you.

Willow reaches under the counter for what she originally came for and 
pulls out the dart rifle just as Evil Willow comes through the door to 
behind the counter.

Evil Willow:  Oh, wait.

Willow locks the bolt in place.

Evil Willow:  (smiling meanly) I can.

Willow frantically aims and fires. The dart hits Evil Willow dead center 
of her chest. Stunned, she looks down at the protruding dart, staggers 
and starts to fall.

Evil Willow:  (moans) Bitch...

She hits the floor. Willow stares in fearful amazement at her other 
fallen self.

Cut to later. Angel and Xander drag Evil Willow by the arms into the 
book cage.

Giles:  (dumbfounded) It's extraordinary.

Willow:  (appalled) It's horrible! That's me as a vampire? (Angel closes 
the door) I'm so evil and... skanky. (aside to Buffy, worried) And I 
think I'm kinda gay.

Buffy:  (reassuringly) Willow, just remember, a vampire's personality 
has nothing to do with the person it was.

Angel:  (without thinking) Well, actually... (gets a look from Buffy) 
That's a good point.

Xander:  So, uh, what do we do now?

Giles:  We still have to get to the Bronze.

Angel:  Well, even if they're supposed to wait for her they may start 
feeding. Vampires are not notoriously reliable.

Xander:  (hopefully) So we charge in, much in the style of John Wayne?

Giles:  High casualty risk. I haven't any other plan, though.

Buffy:  (raises her hand) Uh, I have a really bad idea.

Cut to the Bronze. The camera pans from the sign down to the group. 
Angel drops down from the roof onto a crate, then down to the pavement.

Angel:  They're still in a holding pattern. That's good. It means they 
must really be afraid of you.

Willow walks up to them wearing Evil Willow's leather ensemble.

Willow:  Who wouldn't be?

She shifts around uncomfortably, trying to get the feel of the tight 

Buffy:  Are you okay in that?

Willow:  It's a little binding. I guess vampires really don't have to 
breathe. (notices her cleavage) Gosh, look at those.

Xander stares with wide eyes.

Giles:  (stammers) Um, ahem, Willow, you, uh, you go in and defuse the 
situation as best you can. At least try and get some of them to come out 
and even up the odds a bit.

Buffy:  First sign of trouble, you give us a signal. We come in hard and 

Xander:  What *is* the signal?

Willow:  (worried) Me screaming.

Angel:  Giles, you and Xander wait by the back entrance.

Giles:  Good.

They go. Buffy shows concern for her friend.

Buffy:  Now, you're sure you're up to this?

Willow:  Don't worry. I won't do anything that could be interpreted as 
brave. (smiles)

Buffy:  We'll be right outside.

Willow nods wanly and heads for the door, still twisting uncomfortably 
in the leather. She takes a deep breath and knocks with firm resolve.

Cut inside. A vampire opens the door. Willow smiles and waves at him in 

Willow:  Hi. I'm back.

She slowly comes in. Alfonse and Anya meet her inside. Willow does her 
best not to show her fear.

Alfonse:  Did you find the girl?

Willow:  (tries to sound authoritative) Yep. I did.

Anya:  (mystified) Where is she?

Willow:  (bravely) I killed her.

Anya gives her a look of stunned disbelief.

Willow:  And sucked her blood, (nods triumphantly) as we vampires do.

The silence is thick with tension, making her nervous. She turns to the 

Willow:  (quietly aside to him) You know, I think maybe I heard 
something out there. Why don't you go check?

He opens the door and goes out, closing the door behind him. Outside 
Angel grabs him by the shoulders and holds him steady as Buffy plunges a 
stake into his chest. Back inside, Anya confronts Willow.

Anya:  (incredulous) H-how could you kill her? She was our best shot at 
getting your world back.

Willow:  (walks past her, straightens challengingly) I don't like that 
you dare question me.

Oz notices that something's up.

Willow:  (now enjoying herself) Maybe I'll have my minions take you out 
back and kill you horribly.

She sneaks Oz a little smile and wave. He barely reacts, just raising an 
eyebrow a bit. Anya follows her onto the dance floor.

Anya:  (muttering) Vampires. Always thinking with your teeth.

Willow:  (haughtily) She bothered me. She's so weak and accommodating. 
She's always letting people walk all over her, (turns to face her) and 
then she gets cranky with her friends for no reason. I just *couldn't* 
let her live.

She steps over to another vampire, indicating the door.

Willow:  (chummily) You know, he's been gone for a while. Why don't you 
go check on him? (pats his shoulder approvingly)

He heads for the door and goes out.

Alfonse:  (impatiently) Well, Boss, since that plan is out, why don't we 
get with the killing?

Willow suddenly worries that her plan may have backfired.

Cut to the library. Evil Willow regains consciousness in the book cage, 
now dressed in Willow's pink sweater and flowery skirt. She sits up and 
notices her change of clothes.

Evil Willow:  (recoiling) Oh, this is like a nightmare.

The door opens, and Cordelia comes into the library. She's dressed in a 
shimmery evening dress, carrying a couple of books.

Cordelia:  Hello? Giles?

Evil Willow notices her and remembers her recent kill in the alternate 

Cordelia:  (casually) Wesley? I just happened to stop by... for books.

Evil Willow:  (stands up, speaks imperiously) Hey, you.

Cordelia:  (faces her) 'Hey me'? (insulted) 'Hey me' what? I have a 
name, you know.

Evil Willow:  (thinks) Uh, Cordelia.

Cordelia:  (steps over) What did you do? Lock yourself in the book cage?

Evil Willow:  (cunningly goes along with it) Yeah. Lemme out... 'Cause 
I'm so helpless.

Cordelia:  Okay.

She heads behind the counter. Evil Willow smirks at her success.

Cordelia:  I think Giles keeps a spare. How'd you manage to lock 
yourself in, anyway?

Evil Willow:  Uh, I was looking at books. I like... books...

Cordelia finds the keys and goes back to the cage.

Evil Willow:  ...'cause I'm shy.

Cordelia:  (sarcastically) Yeah, right. The famous shy girl act all the 
boys fall for.

Evil Willow:  (anxiously) Open the cage. (tenses up)

Cordelia puts in the key and turns it, but stops short of unlocking it. 
She looks up at Evil Willow and has a thought.

Cordelia:  Wait. (briskly) It occurs to me that we've never really had 
the opportunity to talk. You know, woman to woman... with you locked up.

Evil Willow:  (impatient) Don't wanna talk. Hungry.

Cordelia:  (pretends to think) What could we talk about? Oh! Hey! How 
about the ethics of boyfriend stealing?

Evil Willow can't believe it.

Cut to the Bronze.

Willow:  I don't know if I feel like killing anymore.

Anya and Alfonse can't believe their ears. Willow walks past a girl at a 

Willow:  I'm so bored.

She idly rakes her fingers through the girl's long hair, but they get 
tangled. Rather than pull them through harder to keep in character, she 
gently lays the girl's hair back. Anya begins to get suspicious. Willow 
strolls over to the stage, putting Oz to her back.

Willow:  I-it would be like shooting fish in a barrel. Where's the fun?

Alfonse:  (smiles grimly) With all due respect, Boss, the fun would be 
the eating.

Willow:  (brilliantly) Maybe we should let everyone go, and give them a 
thirty second head start.

Anya:  (finally figures it out) Wait a minute.

Willow:  (frowns fretfully) No! I *like* my plan.

Anya:  (snickers) Oh, nice try.

Willow:  (desperately) Okay, let's get to the killing. (hurriedly to 
Alfonse) Why don't we start with her?

Anya:  Why don't we start with you? (to Alfonse, in disgust) If she's a 
vampire, then I'm the creature from the black lagoon.

Cut to the library. Evil Willow hangs onto the cage mesh, extremely 
bored. Cordelia has made herself comfortable, seated in a chair facing 
the cage and holding a mug of coffee.

Cordelia:  (rationalizing) And, okay, it isn't even like I was that 
attracted to Xander. It was more just that we kept being put in these 
life or death situations, and that's always all sexy and stuff.

Evil Willow just stares blankly out of the cage.

Cordelia:  (gets up) I mean, I more or less knew he was a loser. (sets 
down the mug) (huffily) But that doesn't make it okay for you to come 
around and... (notices Evil Willow's stare) What? Do I have something on 
my neck?

Evil Willow:  (wearily) Not yet.

Cordelia:  (worried) Am I getting a zit? (checks her skin)

Evil Willow:  (very bored and tired) Cordelia, I'm *very* sorry. I 
realize I was wrong. I'll never steal your boyfriend again.

Cordelia:  (stung) Like you could! I should just leave you in there, but 
I'm a great humanitarian, (gets the keys) and you will just have to 
think of a way to pay me back sometime.

She unlocks the cage, turns the handle and pulls the door open. Evil 
Willow steps out.

Evil Willow:  Okay. (vamps out) How about dinner?

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

The hall outside the library. The doors burst open, and Cordelia shoots 
out screaming wildly and runs down the hall. Cut to a dark empty 
classroom. Cordelia runs in and backs up along two rows of desks, 
pulling them together as she goes to block Evil Willow's way.

Cordelia:  (desperately) I didn't mean all that stuff I said before. I 
want you to have Xander. My blessings on you both!

Evil Willow just pushes the desks back apart, making a game of it.

Evil Willow:  I'm *so* over him. I need fresh blood.

Cordelia runs away screaming through the classroom's back door.

Cut to the hall in front of the library. Wesley is walking toward the 
doors, when another scream from Cordelia catches him by surprise. He 
reacts defensively, dropping his briefcase and spinning round, but 
quickly recovers himself and starts running in the direction of the 
scream, abandoning his briefcase, reaching under his jacket for a cross.

Cut to the girls' bathroom. Cordelia runs in and realizes she's made a 
mistake, trapping herself. Evil Willow strolls in behind her.

Evil Willow:  No more hiding.

Cordelia backs away as she advances. Suddenly Wesley jumps out and 
brandishes his cross in her face.

Wesley:  (commandingly) Back! Creature of the night!

Evil Willow growls angrily.

Wesley:  (warningly) Leave this place!

Evil Willow:  Don't wanna.

Wesley quickly but nervously reaches into his jacket and pulls out a 
vial of holy water. Evil Willow sighs. He holds it up, threatening to 
throw it on her.

Evil Willow:  (sighs heavily) Whatever.

She turns and leaves. Wesley slowly relaxes, heaving a sigh of relief 
and lowering the cross and the vial. Cordelia walks up behind him and 
lightly touches him on the shoulder. He freaks out, screams and spins 
around, thrusting the cross and holy water right into Cordelia's face. 
He lowers them when he recognizes her, and tries to catch his breath.

Cordelia:  (whines apologetically) I'm sorry.

Wesley:  (puts the water away) No, no. (breathes deeply) A little on 
edge. (bravely) You know, men in combat. (makes a tough face) Grr. 
(concerned) Are you all right?

Cordelia:  (awed) You saved my life. Thank you!

She flings herself worshipfully at him and throws her arms around him, 
hugging him tightly.

Wesley:  (awkwardly) Oh, yes. Uh... Yes.

He is somewhat startled, but enjoys the hug while it lasts. Then they 
both peer out the door.

Wesley:  (stunned) Was that...?

Cordelia:  Willow. (shakes her head sorrowfully) They got Willow. (gets 
over it) (brightly) So, are you doing anything tonight?

Wesley is rendered speechless.

Cut to the Bronze.

Anya:  (dispirited) I'm just so tired of being around human beings and 
all their baggage. I-I don't care if I ever get my powers back.

Oz gets behind Willow, backing her up. Willow gulps.

Anya:  (crosses her arms) I think he (meaning Alfonse) should eat you.

Willow:  (improvises quickly) This girl has a history of mental problems 
dating back to early childhood. (desperately) I'm a blood-sucking fiend! 
(pats herself) Look at my outfit!

Alfonse:  (shakes his head in shame) A human. I should have smelled it 
right away.

Willow:  A human? Oh, yeah? Could a human do this?

She screams at the top of her lungs.

Anya and Alfonse aren't impressed, and respond simultaneously.

Anya:  Sure. Yeah. Humans do that. Yeah. (shrugs)

Alfonse:  (concurring) Yeah. Yeah, I think, yeah.

Willow is about ready to panic. Suddenly the door to the club is thrown 
open, and Buffy and Angel make their entrance. Buffy log rolls over the 
edge of a pool table, grabbing a cue stick along the way, as Alfonse 
runs over to engage her. Buffy uses the cue to block a high punch from 
Alfonse and then hits him in the chest with it. Then she spins halfway 
around to face another vampire and jabs him in the gut with the cue. As 
he doubles over in pain, Buffy whirls around and slams the end of the 
cue into the back of his head.

Anya looks around at the chaos, and decides it's time to make a break 
for it. She meets Willow on her way, though, who doesn't fancy Anya 
getting off scott free. Anya smiles guilelessly at her, but doesn't get 
away with it. Willow grunts as she punches Anya hard, sending her to the 
floor unconscious. Unfortunately, the punch really hurts her hand.

Willow:  Ow! Ow! Ow! Happy, but ow!

Oz snatches her away from the fray and up onto the stage. Devon tries to 
copy Angel's earlier move and climb up the stage ropes, but just doesn't 
have the strength to do it.

The customers flee through the now-open front door while Angel ducks a 
half spinning jumping in-to-out crescent kick, shoves the vampire that 
tried it into a post and kidney-punches him. Out of the corner of his 
eye he spots another vampire coming at him and delivers a side kick to 
his stomach. He then grabs the one slumped by the post and hurls him 
through the air into a magazine rack. Angel turns back to the other 
vampire, spins twice and delivers a nasty backhand punch to his face, 
making him fall face down onto the pool table. Angel grabs onto his 
jacket, yanks him back up and punches him in the face, knocking him 
down. Meanwhile the first vampire is back up behind Angel and punches 
him in the face as he turns to face him.

On the stage Oz yells back at Devon, who's gotten caught in the ropes.

Oz:  Devon, come on!

Oz leads Willow away backstage, but they are blocked by Evil Willow, 
just arriving in her vampire guise. She grabs Oz by his shirt and 
smashes him into Devon, and the two boys crash to the floor.

Willow:  (frightened) No more snuggles?

Evil Willow backhand punches her hard, causing her to fall back against 
the drum set. It makes plenty of noise as she and the cymbals crash 
loudly to the floor.

In the back room, Giles and Xander wrench the door open just as the 
guard vampire throws back a fleeing patron. Xander grabs him from behind 
and tries to stake him, but gets thrown off and into a wall. Giles 
double-fists him in the face, but gets thrown back into another wall. 
Xander regains his footing and punches the vampire hard in the face, 
making his neck snap back, dazing him. He grabs the vampire by the 
jacket and flips him over onto his back at the base of some stairs. 
Giles rushes in, falls to his knees and stakes him.

On the stage Evil Willow steps over to Willow and grabs her around the 
neck, choking her.

Over by the pool tables Buffy swings her cue around, aiming for 
Alfonse's head, but he grabs the cue and wrests it from her grip. Even 
so, the shock of the blow sends him falling to the floor. Another 
vampire launches a punch at Buffy and hits her squarely in the side of 
the head. She takes it in stride and delivers both a backhand punch and 
a punch to his jaw. He stumbles against a post, where Buffy roundhouse 
kicks him twice in the face. He tries to punch her, but she grabs onto 
his arm, sidesteps him and throws him into a rack of cues.

On the stage a struggling Willow is doing her best to hold her alter ego 
at bay, but isn't having much success.

A vampire does an axe kick at Angel, but he rolls out of the way just in 
time so the vampire's leg lands on the pool table instead of Angel's 
head. Angel smashes his arm down on the vampire's knee, audibly breaking 
it, and then does a backhand punch to his face. The vampire falls 
backward to the floor. Angel reaches onto the pool table and picks up 
some balls, which he throws at an incoming vampire. They just bounce off 
of him, and he tries to punch Angel, who blocks it with both hands and 
backhands the vampire in the face, making him stagger back into the 
pole. The vampire roars and immediately comes back, grabs Angel and 
carries him out of the shot.

Alfonse swings the cue stick at Buffy, but she grabs hold of it and 
swings it downward and around, wresting it from his grip. She then 
follows up with a full spinning wheel kick to his face, sending him to 
the floor. She hears Willow cry out from the stage and glimpses her 
predicament. Alfonse gets back to his feet, and Buffy uppercuts him with 
the cue. He goes flying into the pastry bar.

On stage Evil Willow tightens her grip on Willow's neck.

Behind Buffy Alfonse gets back up, but Buffy jams the business end of 
the cue stick into his chest without even looking back, dusting him.

Things are looking dire for Willow on stage. Buffy runs to her aid, 
smashing the cue into the back of a vampire's head along the way and 
breaking it, resulting in a sharp makeshift stake. She leaps up onto the 
stage and is about to stab down hard with it into Evil Willow's back 
with it, when Willow shouts out to stop her.

Willow:  (urgently) BUFFY, NO!

Buffy reacts instantly, holding back just short of penetration, and 
instead grabs Evil Willow and yanks her roughly away from Willow, 
restraining her securely. Angel is finished with his fight also and hops 
up onto the stage as well. Evil Willow realizes that she is now 
outnumbered. Willow stands up and gingerly massages her neck.

Willow:  (admiringly) Nice reflexes.

Buffy:  (shrugs gracefully) Well, I work out.

Evil Willow:  (to Willow, sadly) This world's no fun.

Willow:  (surprised, empathetically) You noticed that, too?

Cut to the factory where Evil Willow first appeared in this reality. 
Giles, Anya and Oz finish setting up for the spell to send Evil Willow 
back. Giles lights the candles. Xander steps over to Evil Willow, but 
cautiously, not getting too close. Angel keeps a wary eye on her from 

Xander:  So, um, in your reality, I'm like this bad-ass vampire, huh? 
People afraid of me?

Evil Willow just looks askance at him, then rolls her eyes and turns 

Xander:  (steps away, chortling gleefully) Oh, yeah. I'm bad.

Oz stands up and walks behind Willow and Buffy, who are observing Evil 

Buffy:  (uncertainly) I'm not sure about releasing this thing into the 
wild, Will. It is a demon.

Evil Willow checks on Angel behind her.

Willow:  (penitently) I just can't kill her.

Buffy:  (regretfully) No. Me, neither.

Willow:  (hesitantly) I mean, I know she's not me. We have a big nothing 
in common, but... still.

Buffy:  (understandingly) There but for the grace of getting bit.

Willow:  (resolutely) We send her back to her world, and she stands a 
chance. It's the way it should be anyway.

Giles:  Uh, we're about ready here.

Willow goes over to Evil Willow.

Giles:  (to Anya, warningly) Don't you try any tricks now, dear.

Anya:  (sulkily) I don't need tricks. (arrogantly contemptuous) When I 
get my powers back, you will all grovel before me.

Both Willows roll their eyes and shake their heads at her delusions of 

Giles:  (unimpressed) Yes, uh, if you, uh, Willows, would like to, uh, 
(gestures where they should kneel) complete the circle.

Willow faces Evil Willow for the last time.

Willow:  Good luck. (helpfully) Try not to kill people.

Evil Willow doesn't display any emotion, but Willow smiles warmly at her 
and gives her a big hug. Evil Willow isn't sure what to make of that, 
but gets into the spirit and does some naughty touching. Willow jumps 
back from her reach.

Willow:  (shocked) Hands! Hands!

Evil Willow gives her a naughty, knowing smile. The two of them walk 
over to join the circle. They kneel down as the camera pulls back. The 
screen fades to white, and then returns to the ongoing fight in the 
alternate universe. Evil Willow materializes and smiles, relieved to be 
back in her own reality, only to be suddenly grabbed by Oz and shoved 
back onto a broken piece of the wooden cage, effectively impaling her 
through the heart.

Evil Willow:  (miserably) Aw, f...

She explodes into ashes.

The screen flashes back to white and back to Sunnydale High. The camera 
pans down to Willow and Buffy sitting together on a wall.

Buffy:  You wanna go out tonight?

Willow:  Strangely, I feel like staying at home... (sadly) and doing my 
homework... and flossing... and dying a virgin.

Buffy:  (sagely) You know, you can O.D. on virtue.

Willow:  Between me and my evil self, I've got double guilt coupons. I 
see now where the path of vice leads. I mean, she messed up everything 
she touched. I don't ever want to be like that.

Percy:  (comes up to them, a bit nervous) Hey. Uh, hi.

Willow:  Oh, hi. Listen, I didn't have a chance...

Percy:  (interrupts) Okay, so I did the outline for the paper on 
Roosevelt. (hands it to her) It turns out there were two President 
Roosevelts, so I didn't know exactly which one to do, so I did both.

He hands her the other one. Both are nicely bound in folders. Buffy 
gives Willow a knowing smile. Willow just stares at him in stunned 

Percy:  (respectfully) Um, and I know they're kinda, kinda short, but I 
can flesh them out. Oh, and here's the bibliography. (hands it to her) 
Um, and I can retype that if you want. You just let me know what I did 
wrong, and I'll get on it.

Willow is speechless, amazed by his sudden change in attitude. He starts 
to go, but comes back to lay an apple on the folders in her lap. He 
leaves again, hopping athletically over a low wall.

Buffy:  (innocently) You wanna go out tonight?

Willow:  (hopefully) 9:00 sound good?

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