Written by: Jane Espenson

Prelude

Fade in to room 214 in Stevenson Hall.  It is night. Soft music

is playing. Interior is dark except for Buffy's bedside lamp,

and Riley and Buffy can be seen lying on her bed, above the

covers (fully dressed), but to say they were only "making out"

would be like saying the sun is only kinda bright. You hardly

need to hop to reach the conclusion they're headed for.

Riley: (between kisses) We're not expecting anyone, are we?

 Buffy: Willow said she was going to be at the science library

all night.

 Riley: Is that right?

They resume.  On the brink of Steven Bochco territory, Riley

slips his hand up the back of Buffy's shirt and begins to lift

it but Willow pisses off most of the male viewers, as well as

some of the female viewers, by barging into the room, breaking

the mood.

Buffy: Uh, apparently not.

Buffy stands up and straightens her shirt.

Willow: (worried) We got trouble.

Buffy: (serious) What is it?

Willow: I was in the rec room.  It came through the window.

Riley: Vampire?

Willow: Vampires don't breathe fire.

Cut to hallway, first floor.  Buffy, Willow, and Riley round the

corner.  Buffy is carrying a rifle-size crossbow.

Riley: I should call for backup.

Buffy: No time.

She hands him the crossbow and motions him down the adjacent

hall and he splits from them towards the other door into the rec

room. Buffy arms herself with a stake from her bag.  She does

not look happy as she and Willow head for the door.

Buffy: We have to make this fast.  I have better things to do

tonight than kill.

Opens the door and steps inside the rec room which is in total

darkness.  A second later the lights come up and we and Buffy

see that it is a surprise party for her 19th birthday (says the

large banner hanging acros the ceiling) and a crowd of people

yelling:

Everybody: SURPRISE!!!

Which Buffy is and quickly hides her stake.  Riley rushes in

through the door on the other side of the room, but attention is

on Buffy so he hides the crossbow without anybody noticing it.

In the crowd we see Xander Harris, Anya, Rupert Giles, and

several other faces (we might recognize as extras from previous

seasons).

Willow: (smiling) Guess you won't be killing anything tonight,

after all.

Buffy: (sly grin) Don't be so sure.

Wolf's howl.  Opening credits and theme playing.


Part 1

Fade in to the party, well on its way.  The table is lined with

cake, snacks, punch, etc. Pan to Giles, Xander, and Anya

gathered around the soccer table.  Giles has a paper plate with

cake and a cup of punch. He's talking around a mouthful of cake

as Xander and Anya listen to him.

Giles: Yeah, this is a lively space.  It's like the activity

room we had at public school.

Two male students move in on the soccer table and Giles picks up

his cup and steps away.

Giles: Sorry (chuckles)  I, uh, one time I, uh, I was up to a

little bit of a prank with the dart board--

Anya: (to Xander) I'm bored.  Let's eat.

Xander: (sternly) Anya, we've talked about this.

Anya: (to Giles) I'm sorry, that was rude.  Please continue your

story. (seems proud of herself as she looks to Xander)

(then quietly) Hopefully it involves treacle and a headmaster.

Giles: (not amused) Go and eat.

Anya hurries off and Xander gives Giles an apologetic look

before following.

Dissolve to later.  Giles is sitting in a chair against the

wall, alone, looking a bit uncomfortable as the party continues

around him.  Willow walks up to him with another paper plate of

cake.

Willow: (handing him the plate) Giles!  Hi.  Are you having a

good time? 

Giles: (standing) Yes. Yes.  There's, uh, a lot of new faces

here, aren't there?

Willow: Yeah.  Mostly kids from the dorm. A couple of Riley's

friends.

Buffy walks up with Riley.

Buffy: (happy) Hi, Giles.

Giles: Buffy.  Happy Birthday.

He balances his plate and cup to let her hug him.

Buffy: Thank you.

Giles: (smiling) Nineteen.  It's hard to believe, isn't it?

Buffy: There's somebody here I want you to meet.  Uh, this is

Riley Finn (he steps forward and Giles needs to put down his

plate to shake his hand) . . .. my boyfriend.

Riley: (as Giles gives Buffy a surprised look) It's very nice to

meet you, Mr. Giles.  Did you help plan this?  It was quite a

surprise.

Giles: (to Riley) The first of many.  Uh, been . . . dating

long?

Buffy: Giles was the librarian at my high school.

Riley: Ah, I've seen the library.  It's gone down hill since you

left.

Giles: (chuckling) Yes.  I-I-I'm embarrassed to say that I

actually miss it at times.

Riley: So, you're retired?

Giles: (frowns) I'm sorry?

Riley: Or . . . you're working somewhere else now?

Giles: (slightly embarrassed) Well, not, uh . . . sort of

between projects, uh, right now, uh,  it's a personal--

Buffy: Oh! Oh, look.  Giles has no cake.

Riley: Oh, here.  Here, I'll get you a piece.

He hurries off to make the cake run. Willow must have already

moved on because Buffy and Giles are alone. Giles still seems to

be recovering.

Buffy: Oh, he's just nervous.  But this is so nice. Having

everyone together for my birthday. Of course, you could smash in

all my toes with a hammer and it will still be the bestest Buffy

Birthday Bash in a big long while.

Giles: Right.  A-a-actually, Willow a-a-and Xander did all the

planning. I'm not sure I would have gone with the surprise

party.  (smiles) You know, you have enough things jumping out at

you in the dark.

Buffy: Professor Walsh says that adrenaline is like exercise but

without the exorbitant gym fees.

Giles: (a beat) Very whitty.

Buffy: You should meet her.  She's absolutely the smartest

person I've ever met.

Giles: (feeling a bit slighted) Perhaps we should have invited

Professor Walsh to the party? (takes of sip of punch)

Buffy: Oh, no.  I mean, she's like forty. She's got better

things to do than hang out with a bunch of kids.

Giles feels even more out of place, but Buffy doesn't pick up on

his discomfort. Riley returns with another piece of cake and

hands it to him.

Riley: Here you go, sir.

On Giles' expression cut to--

--exterior of Harris home, next day.  A plain looking one-story

house.  Cut to interior of the basement: abode de Xander. Spike

is seen walking back and forth as if looking for something to

pack in his bag, cigarette in his mouth. Xander is standing on

the other side of the room and Anya is lounging on the recliner,

browsing a comic book.

Xander: (impatiently) You own nothing. This shouldn't be taking

so long.

Spike: Hang on. Let a fella get organized.

Spike sees a radio and picks it up.

Xander: That's my radio!

Spike: And you're what? Shocked and disappointed? I'm evil!

Anya: (putting comic aside) So, what kind of place are you

looking for?

Spike: I don't know.  Maybe a crypt. Some place, you know, dark

and dank. But not as dark and dank as this.

Anya: Heh.  It's pretty depressing, isn't it?

Spike: I've known corpses with a fresher smell. In fact, I've

been one. (flicks is cigarette away)

Xander: That's it!  Let's go.

Xander marches to him about ready to drag his ass out.

Anya: Wait. (gets up and unplugs the tall three-head lamp and

brings it over to him) I want to give you something for your new

place.

Xander: That's my lamp.

Xander takes it back from her and returns it to its original

spot.

Anya: A gift is traditional.  I've read about it.

Xander: That's among friends.  With bitter enemies we don't give

them my lamp.

Spike: It's not gonna have electricity anyway.  It's a crypt,

remember?

Anya: What about running water? A fridge to keep your blood

fresh?

Spike: (a beat) No.

Anya: Well, that's gotta suck.  You should just get a hotel room

or something.

Spike: (considers) Demon girl's got a point.  I need fresh

blood.  If I had a few bob for a room with an honor bar--

Xander: Out!  Before I get the Slayer over here to kick your ass

out!

Spike: (sighs, picks up his long coat) Don't know why she didn't

come.  Say good-bye, shed a few tears.

Xander: Well, she has an appointment with somebody who's

actually still *scary*!

Cut to Professor Walsh's office. Walsh is sitting behind her

desk and has a serious expression on her face.

Walsh: So, the Slayer.

Buffy:  Yeah. That's me.

Buffy is sitting in front of Walsh's desk, looking a tad

nervous, with Riley standing slightly behind her left shoulder.

Walsh: We thought you were a myth.

Buffy: Well, you were myth-taken. (smiles but sees that neither

are gonna laugh and stops)

Walsh: And to think all that time you were sitting in my class. 

Well, most of those times.  I always knew you could do better

than a B minus. Now I understand your energies were directed in

the same places as ours, in fact.  It's only our methods that

differ.  We use the latest in scientific technology and

state-of-the-art weaponry and you, if I understand correctly,

poke them with a sharp stick.

Buffy: Well, it's more effective than it sounds.

Walsh: Oh, , I'm, heh, quite sure of that. As I'm just as sure

that we can learn much from each other.  I'm working on getting

you clearance to come into the Initiative. I think you'll find

the results of our operation most impressive. Agent Finn here,

alone, has killed or captured-- how many is it?

Riley: (note of pride) Seventeen.  Eleven vampires, six demons.

Buffy: Oh . . . Wow. (trying to sound impressed) I mean, that's

. . . seventeen.

Walsh: What about you?

Buffy: Me?

Walsh: How many hostiles would you say you've slain?

Glancing back and forth between them, Buffy is considering, and

from her expression we--

Cut to Giles's apartment.  He's dusting inside one of his book

cases.  He stops as he suddenly remembers something.  He holds

the feather duster between his teeth and takes an old tome from

the shelf.  He opens it and sits down on a cushion footrest.  He

reads then does a calculation with his fingers.  He removes the

featherduster.

Giles: "Third new moon after the . . . nine-hundredth feast of

Delthrox." Oh, (stands up) crap.

Cut to moments later.  Giles is at his work desk gathering

supplies and putting them in his bag as he talks on the phone.

Giles: No, we can't wait for her, Willow. The demon Prince

Barvain is going to rise tonight.  Well-- Where is she, exactly?

Cut to UC Sunnydale campus. Still daylight.  Buffy and Riley are

walking outside approaching a large flowing fountain. Riley has

a stunned expression on his face.

Riley: Wow.

Buffy: Those are my best stories. And I didn't tell you the

"Buffy breaks her butt" stories.

Riley: But you've killed a-- You did the thing with that-- Uh,

you drowned.  And the snake!  Not to mention the . . daily . .

slayage of  (pause) Wow.

Buffy: It's no big, really. (cheerfully) Hey, who wants ice

cream!

Riley: Buffy.  When I saw you stop the world from, you know,

ending . . . I just assumed that was a big week for you. Turns

out I suddenly find myself . . . needing to know the plural of

"apocalypse."

They've rounded the fountain and continue walking.

Buffy: Look.  If you've been fighting since you were fifteen

you'd have a hefty resume' too.

Riley: (shocked) Fifteen!?

Buffy: (winces) I know, "wow."  The point is, that, that we have

different amounts of experience. You know.  And plus, I do have

that whole preternatural Slayer strength deal.

Riley: (nodding) I've seen.  Don't get me wrong. The girls I

grew up with could hold their own.  But . . . I'm not even sure

I could take you.

Buffy stops and looks up at him.

Buffy: That all depends on your meaning.

Riley smiles down at her.

Cut to Professor Walsh's office.  She is standing behind her

desk busy looking over some papers. There is a knock on the

door.

Walsh: Yeah?

The door opens and Giles steps inside.

Giles: Professor Walsh, I presume. You're hard to find.

These--these halls are quite the labyrinth.  I felt like Theseus

and the Minotaur in the . . . labyrinth.

Walsh: (a beat) Can I help you with something, Mr. . . . ?

Giles: Giles. Rupert. (walks over and offers his hand, Walsh

shakes it) I'm looking for Buffy Summers.  I'm, uh, a friend of

hers. And I was her high school librarian.

Walsh: I'm sorry, Buffy's not here.  But if I see her . . .

Giles is looking at Walsh's framed credentials hanging on the

wall.

Giles: Buffy's been very influenced by your cause.  She quotes

you quite often. (smiles) Sometimes she sounds like an

introductory textbook herself.

Walsh walks past him to put something in the file cabinet next

to him.

Walsh: (returning to her desk) I don't lecture from the text

book.  But I'm glad she's inspired by the material. She's

bright.  All she's really been lacking is encouragement in the

academic sect.

Giles: Oh, uh, I think it's best if-if. . . if we let a young

person find their own strengths. If you lead a child by the hand

then they'll never find their own footing.

Walsh: And if it's true about hiking, ergo, it must be true

about life.

Giles: (removing his glasses to polish them with a handkerchief)

That's not, uh . . . I'm just saying Buffy is, uh, well she's

not the typical student. Once you get to know her, she's a very

unique girl.  I hope you're not going to push her.

Walsh: I think I do know her.  And I have found her to be a

unique woman.

Walsh rounds to the front of her desk to sit in a chair facing

him.

Giles: "Woman."  Of course.  How wrong of me to choose my own

words.

Walsh: She's very self-reliant, very independent--

Giles: Exactly!

Walsh: --which is not always a good thing. (this causes Giles to

pause) I think it can be unhealthy to take on adult roles too

early. What I suspect I'm seeing is a reaction to the absence of

a male role model.

Giles: (squinting) Absence?

Walsh: (standing) Buffy clearly lacks a strong father figure.

Giles is speechless.  Walsh decides to end the conversation.

Walsh: I'm sorry, I have things to do.  I'll tell Buffy her

*friend* was looking for her.

Walsh moves back behind her desk to continue working and off

Giles' slighted expression we--

Cut to a cemetery at night.  Xander and Willow are at Giles'

sides. They are walking in a quick pace to keep up with him.

Willow: This prince/demon guy was supposed to rise at sunset so

aren't we, like, late?

Giles: Of course if I hadn't had to search the globe for our

Miss Summers and do battle with that harridan. . . .

Xander: And if you hadn't gotten lost on campus afterwards . . .

Giles: Never mind. I'll just have to take care of it myself. 

I've vanquished a few demons in my day without her. Of course,

it wouldn't surprise me if we're entirely too late.  Demon on

the loose, carnage everywhere.

They've reached a large mausoleum and step inside through the

wrought iron gate. Cut to interior shot of them opening the

inner door walking down the foyer steps.  They see the place is

in order, except for a lot of cobwebs decorating the walls.

Xander: Your better demons will clean up after themselves.

Giles: (confused) I don't understand.  (moves to the center of

the chamber, scanning with his flashlight) Umm, there should be

ruptured earth and-and broken stone.  Oh, well, apparently it

hasn't happened yet.  A bit of luck.

Giles sets his bag down on the floor and opens it to begin

pulling out his supplies.

Willow: Or, you know what I bet? I-I bet the Initiative took

care of it.

Giles: Who?

Xander: Oh, Riley and his guys. Probably all over it.

Willow: Yeah.  It has that "too neat" look.  They must have

cleaned up the place.

Giles is looking at them, at a lost.

Giles: What?

Willow: Oh, they read hot spots. Areas of otherworldy energy.

(looking around) They must've picked this place up days ago.

Giles stands up and faces them.

Giles: Stop, both of you. Uh, what, uh . . . What are you

talking about?  W-what's the Initiative?  What. . . what on

earth does it have to do with Buffy's new boyfriend?

Giles raises the flashlight almost to their faces as Willow and

Xander exchange a nervous glance.

Willow: You know.  I'm sure you know.  Riley's one of the

commandos.

Giles: (exasperated) What?!  Well that's marvelous, isn't it?

(turns away in a fit) Here I am, spent weeks trying, uh, t-to

get a single scrap of information about our mysterious demon

collectors and no one bothers to tell me that Buffy's dating one

of them?! (faces them) Who else knows?!

Xander: No one.  No one else knows this. (pauses) Anya, and

that's it!

Willow: (sheepishly) And Spike.

Giles: Ssspike?! Spike knew?

Xander: Only the basic stuff.  You know, that Riley is a

commando and Professor Walsh is in charge.

Giles: (furious) Professor Walsh!?  That fishwife!?

Willow: You know, she's actually not that bad once you get to--

(sees Giles' look) So, th-the demon is probably a little late.

W-we'll just, you know--

Giles: Oh, forget it. Go on.  You two clear off.  I'll just stay

a little longer just in case.

Willow: You sure? 'Cause we can stay.

Giles: No. Go.

Eager to escape his wrath, Willow and Xander beat feet out.

Giles sits down on a stone bench in silence for a few seconds.

Giles: Who am I kidding?

He stuffs his supplies back in his bag and hurries to the door.

Giles: (muttering) Nothing is gonna  happen.

He leaves closing it behind him and all is quiet for a moment. 

Then we see the back of a man wearing a gray trench coat step

into the frame looking at the closed door.

Ethan: I wouldn't say that.  (cut to front closing shot of Ethan

Rayne) I wouldn't say that at all. In fact, Ripper, old mate,

I'd say something rather interesting was about to hap--

Shot of the door opening again and Giles shining the flashlight

inside.

Giles: Did someone--?

Ethan: (caught) Oh, bugger! I thought you'd gone!

Part 2

Just as we left things. Giles is stepping down to Ethan's level.

He doesn't look happy to see the other English man.

Giles: Ethan Rayne.  You have no idea how much thrashing you is

gonna improve my day.

Ethan tries to bolt past Giles, but Giles clubs him in the gut

with the flashlight and Ethan falls forward.  Giles jerks him

back up and is ready pummel him, raising a fist. Ethan has his

hands up to ward off attack.

Ethan: (scared) No, no, no! Wait! Hang on! You-you can beat the

crap out of me. Go ahead, I can't stop you! (Giles cocks back

his fist) Or-or you can listen to what I have to say.  Find out

what's going on.

Giles: What are you talking about?

Ethan: Something bad is happening.  Bad for both of us.

Giles: Bad for you. (cocks fist again)

Ethan: No, no, no! Listen!  You have to listen! You're going to

need time to prepare!

>From Giles' "ready to kick Ethan's ass" expression we--

Cut to a bar.  Dimly lit, slight honky tonk feel to it.  Juke

box playing music in the background.  Ethan and Giles are

sitting at a booth as a waitress is serving them their draft

beers. Ethan is removing his coat.

Ethan: Brilliant!  Now isn't this more fun than kicking my ass?

Giles: No.

Ethan: Oh.  It's more fun for me.

Waitress moves away.

Giles: (raising his glass) Just tell me what you want to tell

me.

Ethan: (mock hurt) Oh, so crass.  We used to be friends, Ripper.

 When did all that fall apart?

Giles: The same time you started to worship chaos.

Ethan: Oh, religious intolerance.  Sad, there.  I mean, just

look at the Irish troubles. (annoyed, Giles starts to rise to

leave) Oh, hang on, I'll tell ya. (Giles settles down again)

Something happening in the darkworlds. It's always been rumors

out there but . . . only one thing's coming through clear.. That

something's harming demons and it's not the Slayer. Know

anything about it?

Giles: (takes a drink) What are they saying?

Ethan: Heh, you know demons. It's all exaggeration and blank

verse.  "Pain as bright as steel" things like that. They're

scared. There's something called "314" that's got them scared

most of all. The kind of scared that turns to angry. I know

we're not particularly fond of each other, (Giles chuckles

scoffingly) Rupert. But we are a couple of old mystics. This

knew outfit, it's blundering into new places it doesn't belong.

It's throwing the worlds out of balance. And that's way beyond

chaos, mate. We're headed quite literally for one hell of a

fight.

Cut to close up of Buffy throwing jabs at the camera.  High

shot: we see she is sparring with Riley on workout mats,

circling each other.  He's dressed in sweats and a T-shirt. 

Buffy's in a white long sleeve shirt and blue jeans, with a

scarf wrapped over her long flowing hair. She throws a few more

jabs and he blocks them and counters with a one-two combo Buffy

easily ducks under.  They continue to circle.  Buffy launches

three roundkicks in quick succession. He blocks the first two

then sidesteps the third gets up behind her and wrapping his

arms around her.

Riley: (smiling) Are you pulling back?

Buffy: (grinning) Are you?

Riley: (shrugs) Maybe a little.

Buffy suddenly spins out of the hold and Riley is thrown off his

feet, spinning before hitting the mat on his back. He looks up.

Buffy is smiling down at him.

Buffy: Maybe a little, too.

Riley smiles and kicks himself to his feet.  They begin to

circle again.

Riley: I'll go all out if you will.

Buffy: Are you sure?

Riley: (serious) Here we go.

Riley steps in with a combination of hard swinging hooks that

Buffy is quick to block.  She ducks under his last punch and

captures his legs in a scissor hold and takes him down with her.

Riley quickly rolls out of her legs and scrambles to his feet. 

Buffy is quicker and is waiting for him.  She hits him in the

chest with a side kick that launches him into the air.  He flies

across the room over a gymnastic pommel horse and lands on a

thick fall cushion.  The impact upsets another large cushion

leaning against the wall and it falls on top of him.

Cut to Buffy.  Shocked expression at what she did.

Buffy: Riley!

She runs over to him and tosses the cushion off of him.

Buffy: Are you hurt?

Riley sits up, hand on his chest.  He looks winded.  Definitely

humbled.

Riley: I, uh, (groans) I don't think so.

Buffy: I'm so sorry. I-I didn't mean to, uh--

Riley: (sounds unsure) It's fine.  I'm good.

Riley offers a slight grin and Buffy seems to feel better.

Cut back to Giles and Ethan.  Everything is almost the same

except that their table is cluttered with glasses and shot

glasses, mostly empty, and they are both stinky drunk. They seem

on the verge of passing out.

Giles: (faltering voice) You know what gets me?  This is what

gets me. Twenty years I've been fighting demons.  Maggie Walsh

and her Nancy-ninja boys come in and six months later, demons

are pissing themselves with fear. They never even noticed me.

Ethan: (drunkenly) Who's Maggie Walsh?

Giles: Oh, she's awful. She said I was an absent male role

model. Absent my ass. I'm twice the man she is.

Ethan: (OS) You know you're really very attractive.

Giles: Hm?

He sees that Ethan is talking to the waitress, who is serving

them another round.  He starts writing something on a piece of

paper.

Ethan: Here's my name and number. (hands it to her) You give me

a call, I'll show you a good time.

Waitress: (unimpressed) Yeah, thanks.

She departs.

Giles: We gotta face it, we've changed.  We'll not you . . .

you're still sadistic and self-centered.

Ethan: (toasting himself) Here's to me.

Giles: The world has past us by.  Someone snuck in and left us a

couple of has-beens in our place. This Initiative, I mean, their

methods may be causing problems, but they're getting the job

done. Where am I?  I'm an unemployed librarian with a tendency

to get knocked on the head.

Ethan: Well, we won't have to worry about that anymore now,

mate.  (serious tone) When you went to the loo I slipped a small

pellet of poison in your drink.  You'll be dead in an hour. 

Dramatic pause as the words sink in for Giles and he seems to

sober.

Ethan: Just kidding!

They both burst out laughing, blood alcohol returning to their

high intoxicated levels.

Giles: (calming down) I'm gonna feel like hell in the morning.

Ethan: Relax.  Enjoy the night. We're just a couple of

sorcerers.  The night is still our time. Time of magic.

They raise their glasses in a toast.

Giles: To magic.

Cut to Tara's dorm room: dorm unknown, room number unknown.  It

is very dim. The walls are black and strewn with a string of

white Christmas lights that give the place a mystical look. 

Tara is kneeling on the floor pouring white powder, sand, or

salt in the design of a four-point star in a circle. Willow is

holding a red rose.

Willow: (sitting across from her) I'm glad you wanted to get

together. I know it's late.

Tara: Thanks. (a beat) I was happy you called.

Willow places the rose on top of the circled star.

Willow: We'll start out slow.

Tara sits and Willow reaches her hands out to her and the blonde

girl links hands with her.

Tara: Okay.

Willow closes her eyes and Tara follows suit.  They sit there

for a few seconds in silence.

Tara: Willow?

Willow: Yeah?

Tara: (eyes opening) Start out slow doing what?

Willow opens her eyes.

Willow: (in a soft voice) Oh. We're gonna float the rose.  Then

use the majiks to pluck the petals off, one at a time. It's a

test of synchronicity.  Our minds have to be perfectly attuned

to work as a single delicate implement.

Tara: (a moment, then smiles) Cool.

Willow: And it should be very pretty.

They hold hands again and close their eyes. They are in deep

concentration and a bright light comes to life on the circled

star. At the same time a soft breeze sweeps through the room and

the rose starts to shudder.  Slowing it begins to rise.  When it

is shoulder level with the girls they open their eyes and look

at it. They release each other's hands.

Tara: (softly) It worked.

Willow: (softly) Now for the hard part.  The petals.

They begin to concentrate again looking at the rose when the

rose suddenly shoots off across the room.  Surprised, they stand

and watch as the rose ricochets off the walls a few times and

have to duck to avoid it.  It finally comes straight down on the

four point star and we see that it is petalless but smoking.

Willow: (shocked) What the heck was that?

Tara: I don't know, but, uh, the petals are off. (chuckling)

Cut to exterior shot of Giles' apartment building, morning. 

Giles' Citroen is parked by the curb. Cut to interior shot,

Giles' loft.  An alarm buzzer goes off and we see a body moving

under a sheet on the bed and the alarm is shut off. Dissolve to

shot of panted legs walking down the stairs.

Giles: (yawning) I feel like hell in the morning.

We see Giles reach the landing and stop in front of a small

mirror hanging on the wall while he releases a big yawn,

stretching his arms. We see that Giles is a demon! Light

brownish tan skin, with long horns sprouting from the sides of

his forehead, curving back and around his really long, hairy,

ears, ending in sharp points next to his cheeks. As he yawns he

shows us a set a fangs much like a vampire's. He smacks his lips

when the yawn is done and finally opens his sleepy eyes and sees

his new form for the first time.

Giles: (eyes popping wide open) Uh! Wha-- Wha--(touching his

horns) No!

Leaning closer to the mirror he puts a hand on the wall and his

now clawed hand goes through it.  Giles is in a state of

disbelief as he pulls his hand back out and absently rests it on

the stairs' banister.  It's instantly rip from the railing. He

looks at what he did.

Giles: Damn!

He takes the final steps down to the first floor and throws the

banister down, where it hits a chair and shatters it. He's

looking around, confused, then is struck by a thought.

Giles: Ethan.

Giles' voice has taken on a low gravelly sound.  He goes to pick

up the phone and it shatters in his hand before he can lift it

to his ear. He drops it and moves to pick up his shirt from the

floor.  He struggles to get into the sleeves and when he tries

to shrug into it his now jutting, ridged, spine rips it down the

middle.

Giles: (grimacing) Oh, and I liked that shirt!

He trades the shredded shirt for a thick flannel blanket and

wraps it around his shoulders as he heads for the door.  He

grabs the handle and the door comes off its hinges, but Giles is

beyond caring at this point and steps outside.

Cut to Buffy. She and Willow are having breakfast in the Rocket

Cafe on campus. We haven't seen Buffy in this good a mood in

such a long time it's almost scary. She is happily stacking her

pancakes on her plate.

Buffy: I like pancakes 'cause they're stackable. (looks at

Willow's plate) Ooo, and waffles 'cause you can put things in

the little holes if you wanted to.

Willow: (laughing) You should always have a new boyfriend. 

You're so much fun right now.

Buffy: Hey.  I didn't hear you come in last night. Where were

you?

Willow: (quickly) The chem lab, by myself. (a beat) I-I was

trying this new spell; floating a rose, when all of a sudden

(motions with fork) zing, zing, zing! Like all over the room. 

It was like a rose-based missile.

Buffy: Yikes.

Willow: I know.  I think there's something out there. I-I felt

this presence.. This dark majiks energy blocking the spell. It's

new.

Buffy: Someone else doing majiks?

Willow: Maybe.  If so, it's someone pretty powerful.

Buffy: Hmm.  I'll tell Giles about it. Or maybe I'll tell

Maggie. She seemed kind of interested in learning the mystical

side of the whole demon hunting biz.

Willow: Tell Giles. He's feeling a little hurt right now. (Buffy

frowns in question) How come you never told him about Riley

being a commando?

Buffy: I did. (Willow shakes her head) I didn't?

Willow: He says no.  He's feeling neglected and

out-of-the-loopy.

Buffy: Well, I didn't at first because Riley said not to. And .

. and then "meow" cat out of the bag and I-I guess I just forgot

that he didn't know. (cheerfully) I'll make it up to him when I

see him.  Tomorrow.  I'm spending today with Riley.

Willow: Oh, yeah.  I forgot that's what you always do on the

days when the earth rotates.

Buffy: (smiling) It's just going so well, right now.  I think. 

(stops smiling) I hope. (grins sheepishly) I sort of kicked him

across the room last night.

Willow: Uh, that's not good.

Buffy: Well, we were sparring and he said not to hold back.  And

he's a little dented.  But he said he was okay with it and I

think he's okay with it --do-do you think he's okay with it?

Willow: I'm sure he is.  I mean, if he's not . . . you know, you

had to do it. He's right.  You can't walk around pretending

you're less than you are. It wouldn't be right for you to hold

back.

Buffy: Right. (frowns)

Willow: What?

Buffy: (a beat) I held back a little.

Cut to Xander's basement.  Giles quietly opens the door and

steps inside.  He walks under the clothesline of drying

underwear and sees Xander sleeping in bed.

Giles: (surprised) Still asleep? (sees the clock) It's ten

thirty in the morning.

He moves forward and leans down to gently shake the bed.

Giles: (whispering) Xander.  Xander, wake up.

Groggily, Xander turns on his side and looks over his shoulder

at him, eyes still closed.

Xander: (sleepily) Mom?

Giles: No, it's not mum. Now, when you look at me . . . you may

be a little alarmed but there's no need, it-it's me. Giles. Now,

Ethan has turned me into a demon and I need your help.

Xander slowly opens his eyes.

Giles: Hello.  Yes, it's me.

Giles: (Xander's POV: speaking a demon language)

Xander: AHHH! 

Xander jumps out of bed and backs away.

Giles: Xander, listen!  Don't you understand me?

Giles: (Xander's POV: speaking demon language)

Xander: (shouting) Demon! Demon!

Giles: (Xander's POV: speaking demon language)

Giles: Please, don't you understand? (Xander starts grabbing

pots and pans from his shelves and throws them at him) No, no!

Don't! Xander! Xander, calm down!  Ow! You're just a little

overwrought. Oww!

Giles: (Xander's POV: growls in frustration and runs out the

door)

Xander: That's right!  Run for your life!

Cut to Giles outside in broad daylight, running across a lawn. 

Children are playing and Giles is stepping on their toys

scattered on the grass. Kids are frightened and a mother is

reaching for her child.

Giles: (panicked) Oh, God.  I'm sorry!

Mother: (grabbing her child) Call 911!

Giles: (running away) Bloody humans!


Part 3
 
Fade in to panning evening shot of Sunnydale.  Cut to courtyard

of Giles' apartment building.  Buffy is leading the way down the

steps with Xander, Willow, and Anya.

Buffy: So it had pointy things. What kind of pointy things?

Xander: The pointy kind.  And tufty ears. Oh, and it might have

a sauce pan shape bruise. (trails off as they stop)

Willow: Giles will know what it . . . was.

They see Giles' door is off its hinges leaning against the

inside wall. They hurry in.

Buffy: Giles?

Xander goes halfway up the stairs to check the loft.

Buffy: Looks like Xander wasn't the only one to get a visitor

today.

Xander: (coming back down) He's not upstairs.

Willow: Oh, God, Giles.

Buffy: Okay.  There's a demon and Giles is gone.  But it doesn't

mean that he's hurt. I mean, there's no blood anywhere so maybe

the demon just took him somewhere?

Anya is picking up Giles' ripped shirt and holds it up for

inspection.

Anya: (mildly) I think it ate him up.

Buffy, Willow, and Xander become more worried.

Cut to a cemetery. Giles is lumbering through, still wrapped in

his blanket, in a miserable mood. He walks past a stone

mausoleum and does not notice Spike holding up a measuring tape

to one of its walls.  The vampire sees him and moves out behind

him in a casual BMF strut.

Spike: Well.  What do I spy with my little eye? (Giles stops) A

demon.  That would be . . . oh, right . . . the things I can

kill.

Giles: ("why me?" tone) Spike. Wonderful.  A perfect end to a

perfect day.

Spike: (frowning) Giles?

Giles: (turning around, fists up) Go on, then.  Let's get on

with the fighting-- You understand me?

Spike: Of course I understand you.

Giles: I'm speaking English?

Spike: No, you're speaking Fyarl.  I happen to speak Fyarl.  And

. . . by the way, why the hell are you suddenly a Fyarl demon?

You just come over all demony this morning?

Spike steps back to the mausoleum, pulling out his smokes. Giles

follows him...

Giles: As a matter of fact, I did. Thanks to Ethan Rayne.  You

have to help me find him. He must undo this and then he needs a

. . .  good being killed.

Spike: And I'm just supposed to help you out of the evilness of

my heart?

Giles: Y-you help me and I-I don't kill you.

Spike: Oh, tremendously convincing. Try it again without the

stutter. (takes a drag)

Giles: Money.  I could pay you money.

Spike: (steps closer and flicks cig away) Oh, I like money. How

much?

Giles: A h-hundred dollars.

Spike: A hundred dollars? You'll have to do a lot better than

that.  Two-hundred.

Giles: Fine.

Spike: (surprised for a second) Right, then.

Giles: Right, then.

Spike: So what's first? (grinning) I run and tell the Slayer

what you've gotten yourself into?

Giles: No. When I find Ethan I can clear all this up without

Buffy ever having to find out that anything happened to me at

all.

Giles starts out of the cemetery and Spike follows.

Cut to Giles' apartment.  Xander is sitting at Giles' desk

looking through several open books. Everyone is looking through

books. Willow is holding a book for him.

Xander: Okay, that's a giant vulture.  I'd have mentioned it if

it was a giant vulture.

Willow steps away to keep searching.

Willow: Buffy, even if we figure out what kind of demon got

Giles --I mean, how are we gonna find it?

Buffy: We'll figure it out. (shows a book to Xander) Oh, this

one has tufty ears.

He looks at the page and dismisses it with a wave.  They all

look towards the door when they hear a noise outside.

Willow: (whispering) What was that?

Buffy moves quietly to the door pulling out a stake. The door

moves and Buffy cocks back the stake and --

It's just Riley.

Riley: Buffy?

Buffy: Riley. What are you doing here?

Riley: There were 911 calls from a couple of different places.

Including here.

Xander: You get 911 calls?

Riley: We have a tap into the system.  It flags things with

possible nonhuman causes. (Xander shakes his head in dismay and

continues researching) We check them out. (to Buffy) What are

you doing here?

Buffy: This is Giles' apartment.  He's missing. The calls, did

anyone see what did it?

Riley: Negative.  No.  Neighbors just heard, you know, growling,

things breaking. Sounded like a struggle.

Willow: Poor Giles.

Buffy: We'll get him back.

Riley: What are you working on?

Buffy: Uh, we have stuff. Pictures . . .

Anya: (helpfully) We have nothing.

Riley sees Buffy's crestfallen expression as she leans against

the wall and puts his hands on her shoulders.

Riley: I'll help. The whole Initiative.  We'll do whatever you

need.

Buffy: Thanks. I just wish I knew what I needed. I keep

thinking, "let's ask Giles" and then I remember.

Xander: He'd be great right now. He'd find himself in a second.

Nobody is cooler in a crisis.

Cut to Giles' Citroen.  Giles is in the passenger seat and Spike

is behind the wheel, wrestling with the gearshift. The car

sounds like it's being murdered.

Giles: If you can't find third gear, don't try for third gear!

Spike: I'm doing my best.  I don't know if I'm driving this

thing or wearing it.

Giles: It's perfectly serviceable.

Spike: (laughs) Funny hearing a Fyarl demon say "serviceable."

Had a couple of them working for me once. They're more like

"Like to crush.  Crush now?" Strong though.  You won't meet a

jar you can't open for the rest of your life.

Giles's growls.

Spike: (looks at him) What was that?  Did you growl?

Giles: No. Listen, about this Fyarl demon. Do-do I have special

powers? Like setting things on fire with my sizzling eye beams?

Spike: Well, you got the mucous thing.

Giles: What?  Mucous?

Spike: Paralyzing mucous. Shoots out through the nose. Sets on

fast.  Hard as a rock.  Pretty good in a fight.

Giles: Are you making this up?

Spike: (sly grin) Maybe. But hey, you feel a sneeze coming on,

you warn me. 

Giles: (growls) Turn here.

He slams his arm against the door for emphasis and Spike makes a

left turn.  The Citroen makes it's disapproval of this known

with the grinding of gears...

Giles: Down shift! Down shift!

Spike: Calm down, will you?

Giles: I'm not sure I can.  I feel like I'm changing.

Spike: (sighs) Fine with me. So long as you pay me.

Giles: (growling quality) I really like this feeling. Sort of

mindless need to destroy. This anger and rage.

Spike: Good times. Go with it.

Giles: (almost normal voice again) No.

Spike: Oh, it's fun. I can't do it, do it for me.  Now let

yourself go.

Giles: I refuse to become a monster because I look like a

monster. I have a soul.  I have a conscience.  I am a human

being.  Oh, stop the car!

The Citroen pulls to a stop at the corner of Main Street and we

see that Professor Walsh has just crossed the street.  Giles

hops out of the car, without his blanket, and creeps up behind

her.  When he's close enough he roars and waves his claws in the

air.  Walsh looks over her shoulder and (surprising for the evil

Bitch Monster of Death) screams like a woman and runs for her

life as Giles chases her down the street, pass the Espresso

Pump. He stops halfway down the street but Walsh continues to

flee.  Giles hurries back to the car ignoring the gaping stares

of a few pedestrians.

Giles: (closing the door) Right. Let's go, then.

While we're still laughing our asses off, we go back to Giles's

apartment.  Our gang is gathered around the sofa. Xander,

Willow, and Anya are sitting on the cushions and Buffy is

sitting on the arm of the sofa (really long couch). And Riley is

standing behind it.  Xander points into the book he's holding

and passes it to Willow.

Xander: That's the thing that attacked me.

Willow: A Fyarl demon.  Sort of a foot soldier type, works for

other demons lots of the times. Very strong . . . ugh! And hey,

mucous.

Buffy: Mucous?

Riley: (cell phone beeps and he pulls it out) Agent Finn, go

ahead.

Buffy: How do I kill it?

Willow: Silver. A weapon made of silver.

Riley: Yes.  I understand. (hangs up) The demon attacked

Professor Walsh. Got out of a small, gray car.  A Citroen.

Willow: It stole Giles' car.

Xander: Why would a demon steal a car?

Anya: Why would a demon steal *that* car?

Buffy: A demon that steals a car has a reason. A purpose. But it

doesn't sound like these Fyarl demons are really big independent

thinkers. So, Will, the spells that are going wrong . . . could

they be caused by someone using majiks to control a demon?

Making this Fyarl demon attack Giles?

Willow: Yes.  Yeah, that would draw in a lot of dark energy.

Buffy: Okay.  (standing) Willow, Xander: stay here. Who's ever

controlling this demon may call and ask for a ransom.  Give them

anything they want.

Xander: You got it.

Rounding the couch and stepping towards Giles' desk.

Buffy: Riley, you and I are going to the magic shop.  Maybe they

needed supplies. Uh, something silver . . .

She looks on the desk and picks up a letter opener.

Riley: A letter opener?  It's not very sharp.

Buffy: Then I'll have to put some muscle behind it.

As they leave the apartment--

Cut to the seedy place Giles and Ethan got smashed.  Spike is on

a stool, his back to the bar, the same waitress standing in

front of him.  He throws back a shot and places the glass on the

bar.

Spike: (suave) Two of them.  English like me. But older, less

attractive. One of them gave you his number.

Quick shot of Giles sitting at the end of the bar, looking on,

hidden under his blanket.

Waitress: I threw it out. I mean, I took one look and saw that

he was staying at that rat trap.  No thanks.

Spike: Which rat trap?

Waitress: The one by the highway.  The Sunnydale Motor Inn.

Spike: (smiles) Thank you.

Cut to the magic shop where Buffy is kicking in its door

(again).  She hurries inside with Riley following, and they go

behind the register counter.

Buffy:  Okay.  Credit card slips, sales receipt.  Help me look.

Riley: (disapprovingly) You shouldn't have done that to the

door.

Buffy: I do not have time to play by the rules tonight.

Riley: I have a master key.  It opens every shop on Main Street.

Buffy: Oh. Well . . . next time, absolutely.

Buffy opens a drawer and is flipping through credit card slips.

Riley: I don't know what I'm looking for.

Buffy: I do. (rips free a slip) (pissed, dumps the slips back in

drawer and slams it) "Ethan Rayne." 

Riley: Who's that?

Buffy:  (handing it to him) Professional bad guy. He's gotta be

the guy that made the demon attack Giles. (Riley's pulling out

cell phone) At least we know who we're looking for.

Riley: (into phone) Command, are you there?

Buffy: What are you doing?

Riley: (into phone) It's agent Finn. I need a search. Local

hotel registrations matching the name Ethan Rayne. R-A-Y-N-E.

Call me back. (flips it close)

Buffy: (maybe impressed) You can do that?

Riley: It'll take a couple of minutes.

Buffy: Get in the car.  Be ready to go.

He starts to follow her out of the shop.

Riley: Buffy. (she stops to face him) Earlier, when I talked to

Professor Walsh, she gave me very specific orders.

Buffy: Yeah?

Riley: She said when we located the demon I . . . I'm not

supposed to bring you along.

Buffy: (not missing a beat) Oh. (turns to leave)

Riley: Uh, what are you doing?

Buffy: (faces him) I'm *going* to the car.

Riley: Buffy, I can't take you with me.

Buffy: You're not taking me with you.  I am going and I am

letting you come along.

Riley: Buffy, it's not really your call. This is a military

operation now.

Buffy: (steely) Then call out the troops.  Because nothing less

than that is gonna stop me.  This demon did something to Giles

and I'm gonna kill it.

She leaves and Riley has no choice but to follow.

Part 4

Fade in on our English demons in the Citroen. Giles is growling softly.

Spike: How ya feeling, mate?

Giles: (growling quality) Like snapping necks until everyone is

dead.

Spike: Now that sounds like a Fyarl demon. Good for you.

Shot through front of the windshield.  We see a set of bright

headlights pull in behind the Citroen.  Spike sees this through

the rearview mirror.

Spike: Hey, picked up a tail.

Giles: (almost normal voice) Yes.  Just a little one. It hurts

when I sit.

Spike: I mean someone is following us. Humvee.  Military.

Giles: Well speed up. Lose them.

Spike: I got it floored. Why'd you buy this car?

Giles: Well do something.  If they catch us, we'll both end up

in a lab!

Spike: It's getting closer.

Cut to exterior shot.  A second humvee suddenly swerves in front

of the first, closer to the Citroen.

Spike: And it's got a friend!

Giles: Damn!

Giles slams his arm against the door but his fist finds the

window and shatters it.

Spike: Oh, sure!  Dismantle the getaway car. That'll scare them.

Giles: Then slow down and I'll jump out. They'll follow you.

Spike: Hold on. These commandos. They're the same guys that are

after me too..  Maybe I want you around to split their attention

a bit?

Giles: I'll pay you another hundred dollars.

Exterior shot.  Citroen screaming ass (as well as it can) around

a corner and the side passenger door opens to let Giles tumble

out onto the street.  He rolls towards the sidewalk as the car

continues and is on his feet and heading for the shadows by the

time the humvees come tearing after Spike.

Cut to exterior shot of Sunnydale Motor Inn (which looks like

the same motel Faith stayed at). Cut to interior of Ethan's

room.  He is busy packing his suitcase to haul ass out of town

when Giles smashes through the door. Almost shitting a brick,

Ethan turns and is frightened by the site of the pissed off

demon growling at him.  Then recognition hits.

Ethan: Giles?

Ethan sees that Giles is deep in "like to crush" mode and backs

away at his approach.

Ethan: Now-- it-it-- calm down!  (gets on the bed trying to

escape) It's okay.  Good Giles.

Giles reaches for him and Ethan dodges him, jumping off the bed.

 It seems like he might make it past him when Giles grabs him.

Ethan: No! No! Don't kill me!

Practically a mindless Fyarl demon now, Giles gets him by the

throat and lifts him in the air.

Ethan: (choking) I can't undo you if you kill me!

But Giles doesn't seem to care and flings him across the room

where he crashes head-first into a night stand, shattering it to

pieces. That's when Buffy and Riley rush in and see the

situation.

Ethan: (to Buffy) You've got to stop it! It killed Ripper and

now it's trying to get me!

Buffy: (glaring at Giles, but to Riley) Don't let him go.

Giles takes a step forward and Buffy knocks him back against the

wall with a spinning back kick.

Buffy: (very pissed) What did you do to him? What did you do?!

What about Spike? Oh, yeah. The humvee chase is still in

progress. Spike is definitely enjoying himself as he pulls the

wheel sharply to the side, making the decrepit Citroen fishtail

around a corner.  The humvees are still on its ass. Spike takes

another sharp turn and this time the lead humvee looses control

and spins out forcing the second humvee to screech to a halt

before it hits it.

Spike: (looking in rearview mirror) You just try and stop me,

you stupid jar-- (CRASH!!!)

The Citroen crashes into the side of a building.

**NOT AIRED IN FINAL CUT OF EPISODE

The driver's door opens and Spike staggers out.

Spike: I can kill demons.  I can crash cars. . . . Things are

looking up!"**

Back to Ethan's room.  Giles charges Buffy and shoves her

against the wall. She retaliates with a hard right cross. Ethan,

trying to escape, hits Riley with a right cross.  Riley

--showing considerable restraint-- just grabs him and throws him

against the dresser twisting his arm behind his back. Buffy is

executing a jumping front kick, knocking Giles back.

Ethan: (watching) You're only going to make him angry.

Which seems true as Giles just keeps getting back up no matter

how many times Buffy knocks him down. Ethan tries to escape

again, elbowing Riley in the face, but Riley grabs him again,

slamming him into the wall before he could reach the door. 

Giles takes a swing at Buffy who ducks and slams several punches

to his face. When Ethan takes another swing at him, Riley takes

a few seconds to beat the crap out of him.  He smashes an elbow

into Ethan's face and punches him in the stomach. Buffy is

hitting Giles in the face with a roundkick and Riley

shoulder-flips Ethan to the floor, getting him in an arm lock

and pressing a knee against his face.

Back to Buffy and Giles: she is picking up a foldable stand as

Giles charges her with his large horns and traps his head in the

leather straps. Swinging him around she throws him to the other

side of the room. She tries to press her attack when Giles frees

himself lifting his head, smashing the curve of his horn into

her face, and she falls to the floor. Giles growls at her.

Buffy gets Giles' legs in a scissor lock and takes him down. 

Before he can get up, Buffy straddles his waist with the letter

opener in her hand. She leans down close to him.

Buffy: *This* is for Giles!

Giles: For me?

With both hands, Buffy raises the weapon high above her head and

slams it down into Giles' chest. Giles' eyes open wide. Buffy is

looking into his eyes.

Buffy: (shocked) Oh, God!  Giles!

Buffy pulls out the letter opener.

Giles: (from Buffy's POV: trying to say something in Fyarl)

Buffy: (pleading) Oh, God! Giles! Giles! I'm so--I'm so sorry!

Please don't die!

Giles: Actually, I feel quite well.  Except for the rage.

Buffy sees that Giles doesn't seem to be dying and is relieved.

Buffy: (to Riley) I think he's okay.  I--(frowning at letter

opener) is this thing real silver?

Cut to some time later.  Riley is guarding the door speaking

into his cell phone. Ethan is sitting cross-legged on the floor,

remnants of a spell just completed in front of him.  Buffy is

standing behind him holding him by the back of his collar.  He's

looking glum as he rests his chin on his fist.

Ethan: (pouting) I really got to learn to just do the damage and

get out of town.  It's the "stay and gloat" that gets me every

time.

Buffy nudges him with her knee and walks across the room as

Riley finishes his call.  We see Giles, normal again except for

a very ugly silk shirt he's wearing, standing in front of the

dresser mirror looking at himself.  Buffy stands beside him.

Buffy: You okay?

Giles: (sheepishly) Oh, um, uh, embarrassed, mostly.  Ethan's

wardrobe's not helping any.  (faces her) Uh, how did you know it

was me?

Buffy: Your eyes. (off his look) You're the only person in the

world that can looked *that* annoyed with me.

They share a touching moment. Ethan gets to his feet.

Ethan: Is this gonna go on much longer? I'd rather like to be

going.

Buffy: (crossing her arms) And why would I let you go?

Ethan: (pompously) Well, maybe because you have no choice. I'm

human, you can't kill me.  What's a Slayer going to do to me?

Riley steps up behind him as a couple of tough looking MP's

enter the room.

Riley: (as Ethan is cuffed) By the authority of the US military,

you're being taken into custody pending a determination of your

status. (to MP) Take it from here.

Ethan doesn't look happy as they take him out of the room. Buffy

and Giles exchange a very happy look.

Riley: They'll, uh, take Mr. Rayne to a secret detention

facility in the Nevada desert. I'm *sure* he'll be rehabilitated

in no time.

Giles: (grinning) Uh, if you don't mind, I'm just gonna --go and

watch them manhandle him into a vehicle.

He steps outside leaving Buffy and Riley alone.  He steps close

to her.

Buffy: Thanks.

Riley: I told you I'd help.

Buffy: You did. If I'd had gotten here any later and if Giles

had killed Ethan, I . . . never would have gotten him back.

Riley: You'd find some other way. (pause) You're really strong. 

Like Spider-Man strong. 

Buffy: Yeah.  But I don't stick to stuff.  But . . yeah.

Riley: And you're in charge. You're like, make the plan, execute

the plan.  No one giving you orders.

Buffy: (a beat) I'm the Slayer.

Riley: I like it.

Buffy: (smiles) Yeah?

Riley: But give me another . . oh . . week to get ready. And

I'll take you down.

Buffy gives him a slight "oh, yeah?" look and as they smile at

each other we--

Cut to Giles' apartment the next day. Buffy is sitting on the

sofa, legs curled, barefoot, with a throw pillow in her lap. 

She is watching Giles hook up his new cordless phone.

Buffy: Nice phone.

Giles: Yes. Fabulous technology. See, if anyone has information

I need to know, they can, uh, simply tell me about it.  (lifts

the handpiece) Through this ingenious speaking tube.  I'm very

excited.

Buffy takes all this with "I deserve that" acceptance.

Buffy: I am sorry, Giles.  I really thought I told you about

Riley and the Initiative.  And I know that it doesn't help.

Look, I promise it won't happen again.  I will tell you

everything.

Giles: (walking towards the couch, removing his glasses) Buffy,

I don't want to ask you to betray any confidences, and I

certainly don't want to interfere--

Buffy: Uh-oh, you have "but-face." (Giles narrows his eyebrows

at her) You look like you're gonna say "but."

Giles: (a beat) But . . . this, um, Initiative, I'm-I'm a little

concerned.  Ethan's not exactly a reliable source but, um . . .

I'm not sure that he's wrong about them.

Rounds the sofa to sit down next to her.

Buffy: I'm not dating the Initiative.  I'm dating Riley. He's a

good guy.

Giles: And I-I believe that. But he's part of something we-we

don't really understand.

Buffy: (knowingly) You sure you're not just saying this because

you don't like Riley's boss?

Giles: (as if offended) No! No.  I'm not saying that at all.

(considers) Though I do . . . hate her quite a lot. But I want

you to have your personal life, but . . . keep your eyes open.

Make sure you know what you're getting into.

Off Buffy's expression--

Cut to the underground headquarters of the Initiative. Riley is

walking with Walsh across the large complex.  In the background

we can see several lab techs and military personnel moving about

as well as the two parked humvees --that were unable to catch an

old grampa car.

Walsh: So she walks in and the rules just suddenly break?

Riley: Umm . . . pretty much.

Walsh: Be careful with her. She reacts on instinct. There's no

discipline there. Her loyalties are uncertain.

They reach a metal security door.

Riley: You won't be disappointed in her.  She's good at what she

does. She is the truest soul I've ever known.

Walsh: Oh, no (chuckling) oh, no!  Spontaneous poetic

exclamations. Lord, spare me college boys in love.

Riley: I'm just saying she'll work out.  You'll be proud of her.

Walsh: You want to know what I think? (pause) I think you're

probably right.

Riley smiles then moves off leaving Walsh who swipes an ID card

through a keypad and steps inside the security door. Cut to

interior we see Walsh walk a short distance down a white

corridor and punch a code into another keypad and slide the ID

card through again.  The door she is standing in front of

unlocks and she opens it and disappears inside.  It closes again

and we see a number stenciled into the door:  314.