Seeing Red

Written by: Stephen S. DeKnight

Directed by: Michael Gershman

February 21, 2002 (white)

INT. BUFFY'S HOUSE - WILLOW'S ROOM - DAY

The soft light of morning filters through the window, creating a warm glow. Willow and Tara are in bed under the covers, glowing even warmer, slick with sweat and out of breath.

WILLOW
When did morning happen?

TARA
After the moon went down.

Willow laughs, kissing her soft and sensual. Deep love territory.

WILLOW
Mmm. I forgot how good this could
feel. Us. Together.
(a bit guiltily)
Without the magic.

TARA
(soft)
There was plenty of magic, Will.

Willow smiles, snuggling closer. Totally at peace. Tara gently strokes her hair. Willow eyes the sunlight streaming through the window.

WILLOW
It's getting late.

TARA
You want to get up?

WILLOW
No. God, no. I was just thinking
about Buffy.

TARA
(realizing)
Oh. She's still not back?

WILLOW
I didn't hear her.
(worried)
She wouldn't talk about what happened
at the magic shop when she got home
last night. She just wanted to know
how close I got to tracing the camera
signal back to the Empire of the
Nerds. And then she left again.

TARA
I'm sure she'll be okay.

WILLOW
I'm not worried about her going up
against Warren and the others. I
know this is going to sound crazy,
but... I think there might be
something going on. With Buffy and
Spike.

Tara slides into uncomfortable. Willow doesn't notice.

WILLOW
(cont'd)
She looked so hurt when she saw him
with Anya. I think maybe --

TARA
(blurted)
They've been sleeping together.

WILLOW
(laughs)
I don't know if I'd go that far.

TARA
No, I mean she told me they've been
sleeping together.

WILLOW
They're sleeping together? The naked
kind of together?

TARA
I'm sorry I didn't say anything. I
promised her I wouldn't.

WILLOW
Does everyone else know? Am I the
only one she didn't --

TARA
No, god. She didn't even mean to
tell me. It just came out.

WILLOW
How could she hide something like
that from me?

TARA
I think she was afraid of the look
you'd get on your face. Kinda like
the one you're wearing now.

WILLOW
No, I'm not -- I'm just trying to
understand.

TARA
So is she.

A beat as Willow absorbs this. Her bruised feelings give way to concern for Buffy.

WILLOW
She probably really needs someone to
talk to.

TARA
Probably.

Tara gently kisses Willow's forehead.

TARA
(cont'd)
We were kinda busy. Maybe we didn't
hear her come home.

INT. BUFFY'S HOUSE - UPSTAIRS HALLWAY - DAY

Willow, in a big oversized football shirt for a nightie, knocks softly on Buffy's closed door.

WILLOW
Buffy?

No reply. She creaks the door open, peeks inside. Buffy's bed hasn't been slept in. She closes the door, heads back to her room.

DAWN
(O.S.)
Is she back yet?

Willow starts, turns. Dawn is coming out of the bathroom in her pajamas.

WILLOW
Not yet. But I'm sure she'll be back
soon. Everything's fine. Go back to
bed.

DAWN
(hello)
It's ten o'clock.

WILLOW
Oh, umm...

DAWN
(worried)
You don't think she'd hurt Spike. Do
you?

WILLOW
(surprised, hurt)
She told you about Spike?

DAWN
It was kinda obvious last night.

WILLOW
(totally not)
Yeah, I totally knew.

DAWN
It must have hurt so much. Seeing
him and Anya like that. And poor
Xander... Everything's so screwed up.

WILLOW
It's gonna be all right. It's
just... complicated. When people
have such strong feelings for each
other, sometimes they --

Tara comes out of the bedroom behind Willow, wrapped in a blanket.

TARA
Is she back yet --
(spotting Dawn)
Oh. Hey.

Tara wraps the blanket around herself more tightly. Dawn is stunned.

DAWN
You -- you two -- Oh my god!

Dawn explodes in radiant delight.

DAWN
(cont'd)
Oh my god oh my god oh my god!

TARA
Think that's my cue to put some
clothes on.

DAWN
No! I'm totally not here. You guys
do whatever you want. I'll watch TV.
Really loud. In the basement. Where
I can't hear. Anything. Oh my god!
Oh my god!

She dashes off, beyond excited. Willow and Tara share a blushing smile. Dawn dashes back up.

DAWN
(cont'd)
I love you guys!

She dashes off again. Willow and Tara beam.

INT. TRIO'S LAIR - DAY

The door to the basement explodes as Buffy kicks it clean off its hinges. She stands at the top of the stairs, a study in power, ready to kick some serious ass.

BUFFY
(calling them out)
All right. Let's make this quick.

A beat. No response. Buffy's jaw tenses as she descends the stairs, her pissed meter rising dangerously.

BUFFY (cont'd)
Fine. But I'm not leaving till we
have a little chat.

She spots a bunch of obscenely sexy Vampirella-type action figures, frowns at them.

BUFFY (cont'd)
Very little, considering the
pummeling that needs to transpire.

She starts poking around, seeing what they've been up to. She ends up by the evil-scheme white board which is tilted at an angle on its pivots.

BUFFY (cont'd)
I mean, hello. Slayer here, guys. Did
you really think I wouldn't find you

She absently tilts the white board down. Two words are written on it: TOO LATE. Buffy's brow furrows.

BUFFY (cont'd)
Well that can't be good.

BUZZZ! A huge buzz saw pops out of the wall, slicing the white board in half. Buffy dives, barely avoiding the whirling blade.

BUZZ! BUZZ! BUZZ! Half a dozen more blades appear, shredding everything in their path. Buffy dodges left and right, a split hair away from being diced and sliced.

Two saw blades slice the air, one aimed at her knees the other at her chest. Buffy dives between theme spinning in mid-air. She lands on her feet and makes tracks for the door, grabbing evidence as she goes.

OMITTED

OMITTED

EXT. TRIO'S LAIR - DAY

Buffy dives out of the door with an armload of books, papers, and data CDs -- anything she could grab. She hits the ground hard.

Buffy rises, freezes. A saw blade has slashed the front of her jacket. She's untouched, but the jacket's a goner. Her eyes narrow, extra pissed.

BUFFY
Okay. Now that's gonna cost you.

BLACK OUT.

END OF TEASER

INT. BUFFY'S HOUSE - LIVING ROOM - DAY

Willow and Tara hustle down the stairs, tousled and flushed, adjusting their clothes.

WILLOW
We're here! Ready for action -- uh,
bad guy fighting action.

Buffy is by the coffee table, the evidence she managed to save from the Trio's lair piled on it. Dawn is perched on the coffee table, munching from a box of cereal.

BUFFY
Oh, guys, you didn't have to -- I
mean, if you want to be alone --

WILLOW
No, we're good.

TARA
We're better than good.

Tara can't help giving Willow the shy, sexy-thrilled smile. Willow returns it.

BUFFY
Great.

WILLOW
(not listening)
Super...

She kisses Tara. It quickly segues into grand passion. Buffy and Dawn are swept away in the joy of their rekindled romance. They hug each other, then quickly become aware of how maudlin they're being. They shift into a good natured mock-a-rama.

DAWN
(to Buffy, overblown)
Oh I love you so much!

BUFFY
(overblown)
I love you more!

They shower each other with mock loud kissage. Willow and Tara laugh.

WILLOW
Okay. We'll stop.

DAWN
You better not.

BUFFY
We're just jealous. True love.

DAWN
Marriage.

BUFFY
Baby carriage.

DAWN
(eyeing Willow and Tara)
How does that one work exactly?

TARA
(quick change)
So, em, nerds. How are them? They?

BUFFY
Well. I found their lair, but they
must've know we were tracing their
signal. They left in hurry -- their
van was gone, but everything else was
still there.

WILLOW
We should go back. Tara and I could
Sherlock around and --

BUFFY
There's nothing left. Giant buzz
saws. It was a thing.
(re: evidence)
This was all I could save. I know
it's not much, but we need to look
for anything that might tell us where
they're going, what they're planning.

Tara picks up a big arcane text bound by a metal clasp. The bottom half breaks off, buzz-sawed at an angle. Loose bits of parchment flutter.

TARA
Umm, this might take awhile.

BUFFY
Anything we can do to fast forward?
We need to find Warren and the others
before anyone else gets hurt.

WILLOW
Should we call Xander?

BUFFY
(uncomfortable)
I don't think he's in the Scooby
space. Let's give him same time.

DAWN
(tentatively)
Maybe they've heard something in the
demon bars about those guys. Spike
could help find out.

BUFFY
(snapping)
Spike's not --
(calming)
He's not a part of the group.

DAWN
So he's not going to be around
anymore?

BUFFY
I don't know, Dawn. Not for a while.

Dawn absorbs this with mixed feelings.

TARA
What about Anya? She might be able
to help with some of the demon texts.

BUFFY
I'm guessing she's not feeling all
researchy right now.

PRE-LAP: A woman crying.

INT. RESTAURANT BAR - DAY

A beautiful BLOND sits at the bar, her long hair (identical to Anya's) hiding her face as she weeps into her drink. WIDEN to reveal Anya sitting next to her. A hint of smoke indicates that she just apperated in.

ANYA
I know how you feel. Maybe I can help.

BLOND
How could Carl do that to me? That
bastard!

ANYA
He's a man. Look no further.

BLOND
But with my sister? She's not even
pretty.

ANYA
(guiltily)
Well, it's not always about looks.
Or a beating heart. Sometimes
intimate sweaty relations with the
wrong person just seems like a good
idea at the time.

BLOND
She's fat! He cheated on me with my
fat ugly sister!

ANYA
Likes 'em fleshy, huh? Bet you wish
he'd bloat up a couple thousand
pounds and pop like a big ol' meat
zeppelin, don't ya?

BLOND
(sobbing)
He said he loved me!

ANYA
(sarcastic)
Oh, gee, then I guess he must have
meant it, 'cause hey -- guys never
say anything they don't really mean,
do they?

BLOND
But we --

ANYA
They say, "I love you," and you think
it's true.
(more)

ANYA (cont'd)
They say, "Oh, Anya, I want to be
with you for the rest of my life,"
and you believe them, you believe
they feel the same way you do because
that's the way love's supposed to
work, right?

BLOND
Who's Anya?

ANYA
Then you get all excited with the tingly
anticipation, but wait! Not so fast!
There's the apocalypse and the back from
the grave and the blah blah blah and by
the time you're finally standing in that
beautifully expensive white dress you've
dreamed of wearing ever since you became
human, he's gone all heebie-jeebie and
decides he'd rather just go steady.

BLOND
(a beat)
Men suck.

The blond's face darkens into revenge mode. Here it comes.

BLOND (cont'd)
I wish Carl's flesh were being gnawed
off by a thousand angry --

ANYA
He keeps saying it's not me, but how
can I believe him? He knew he didn't
want to get married. Deep down he
knew, but he lied to me every day for
months.

BLOND
I wish --

ANYA
He lied and lied and then lied a
little more, 'cause hey - who's gonna
notice with all the other lies flying
around like monkeys. And now he
thinks he can just sweep the carnage
under the rug by saying --

INT. UNDERGROUND TUNNELS - DAY

A series of underground tunnels carved out of solid rock. Andrew is on the ground, scuttling backward, terrified.

ANDREW
I'm sorry!

A NEZZLA DEMON looms over him. The demon is a huge rippling mass of tattooed muscle. Skeletal protrusions crisscross his body and face, forming a tough organic armor. It's big, mean, and currently pissed off.

ANDREW (cont'd)
Please! I'll never try to desecrate
your chamber again! Just don't hurt
me! Please!

Andrew backs into the wall. The demon growls, his shadow enveloping him as he raises his claws for the death blow.

ZAPP! The demon suddenly arcs with crackling energy. He howls, whirls around. Warren and Jonathan are behind him. Warren jabs the demon with a long, vicious cattle prod type of device. The demon arcs up, but keeps coming.

JONATHAN
Hit him again! Hit him again!

Warren jabs the demon repeatedly. ZAPP! ZAPP! The demon staggers, finally goes down, smoking slightly.

WARREN
These things are a lot tougher than
I thought. One jolt from this should
have dropped an elephant --

Andrew grabs the prod from Warren and repeatedly shocks the prone demon.

ANDREW
(pissed)
You want a piece of this? Huh? Oh,
not so tough now, are you. Puff 'N
Stuff?!

WARREN
Hey. Hey! We need him fresh. Not
smoke house.

ANDREW
I'm done being the bait. Next time
one of you can wiggle on the hook.

Warren squats down next to the demon.

WARREN
If this works, next time we'll be the
thing everyone's afraid of.

Jonathan eyes the demon's body uncertainly.

JONATHAN
Okay, so... What now?

Warren clicks open a big knife.

WARREN
Now it's your turn? Sparky.

He tosses the knife to Jonathan. Jonathan eyes it with mounting dread.

INT. SPIKE'S CRYPT - NIGHT

Spike pours a liberal amount of vodka into a glass of blood. He sips it, savoring its potency.

DAWN (O.S.)
Does it help?

Spike glances over, Dawn is in the doorway, a backpack slung over one shoulder.

SPIKE
Doesn't hurt.
(re: Dawn's backpack)
Not planning a camp out, are we?

DAWN
No. I'm sleeping over at Janice's.
Figured Willow and Tara might want
some time alone to, um...

SPIKE
The birds are flying again, eh?
Ain't love grand.

Spike slips into his chair by the TV, sipping his drink.

DAWN
I just wanted to stop by on my way
and, you know...
(a beat)
Everybody's pretty mad at you.

SPIKE
Yeah. Kinda picked up on that.

DAWN
(soft, disappointed)
You're not going to be coming around
anymore. Are you?

Spike tries to formulate an answer.

SPIKE
It's... complicated, nibblet.

DAWN
Everybody keeps saying that.

SPIKE
Must be true then.

He drinks, dulling the pain.

DAWN
Was it worth it? What you did with
Anya?

SPIKE
(ouch)
Buffy told you?

DAWN
Kinda caught the show. There was a
camera somewhere in the magic shop.
Warren and Jonathan and that other
guy have been watching Buffy.

SPIKE
Wankers.

DAWN
(trying to understand)
Do you love her?

SPIKE
(a beat)
No. It was just... a bad day. For
both of us. We had a few drinks and
things just --

DAWN
Not Anya. Buffy. Do you really love her?

Spike doesn't reply, but the answer is obvious.

DAWN (cont'd)
Then how could you do that to her?

SPIKE
(bristling)
Oh, right. Big Sis was treating me so
well up until then. Huh. Must still be
a bit of the evil left in me after all.

DAWN
(gently)
I don't know what happened between
you two. But what you did last
night...
(a beat)
If you wanted to really hurt Buffy --
congratulations. It worked.

Spike chews on that, deep regret creeping into his eyes. Dawn quietly slips out, closing the door behind her. Spike sits motionless in his chair, draped in shadows, small and alone.

INT. UNDERGROUND TUNNELS - NIGHT

ANGLE on a large chamber carved into the wall at the end of the tunnel. The entrance is protected by a mystical barrier that ripples like water.

A Nezzla demon exits the chamber. The barrier stretches around it, snapping back into place as it passes. The demon moves off down a side passage. Warren and Andrew appear from the shadows. They speak in hushed, excited whispers.

WARREN
This is it. We found it.

Andrew steps closer to the barrier, trying to peer inside the chamber.

ANDREW
You sure it's in there?

WARREN
Careful! Only Nezzla demons can pass
through the barrier.

He tosses a rock at the barrier. It vaporizes on contact.

WARREN (cont'd)
Everything else gets curly fried.

JONATHAN (O.S.)
Um... maybe we oughta rethink this.

They turn. Jonathan is standing behind them. He's wearing the hastily stitched together skin on the Nezzla demon they electrocuted earlier. It hangs off him in loose sheets, way too big. The head skin dangles in back like a hood.

WARREN
Just make sure all your skin's
covered.

JONATHAN
Why can't I just use a glamor?

ANDREW
You can't Siegfried and Roy the
barrier. It's gotta be the real deal.

He pulls the skin hood over Jonathan's face.

JONATHAN
(muffled)
Ouhh! It's still wet!

WARREN
Good. Then it should still be fresh
enough.

JONATHAN
(muffled)
Should be?! Wait a minute, what do
you mean, should be --

Warren shoves Jonathan into the barrier.

JONATHAN (cont'd)
(muffled)
Ahhhh!

Demon-skinned Jonathan passes through the barrier. It crackles more that it did for the real demons, but he makes it through, crashing to the ground on the other side.

WARREN
(pleasantly surprised)
Huh. Wasn't sure that was gonna work.

Through the rippling barrier we see Jonathan get up and dust himself off.

JONATHAN
(muffled)
Jackass.

He disappears into the interior of the chamber.

ANDREW
You think he knows?

WARREN
If he did, he wouldn't be here.

ANDREW
Why is he? Our mojo's tight, bro.
We could've pulled this ourselves.

WARREN
(re: barrier)
Somebody had to guinea pig the meat
suit. Were you going to Volunteer?

Andrew frowns -- no way. He eyes the chamber, searching for any sign of Jonathan.

ANDREW
I don't trust that leprechaun.

WARREN
Just stay frosty. This works the way
we planned it, by the end of the
night Jonathan won't be a problem.

The barrier ripples. Jonathan reappears.

WARREN (cont'd)
Did you get it?

JONATHAN
(muffled)
Yeah, I got it.

He holds up a small rectangular wooden box carved with the same symbols tattooed on the demons. No hinges, no latches, no opening of any kind. Warren hungrily snatches it up.

ANDREW
(dubious)
That's it?

JONATHAN
(muffled)
It'd better be.

He pulls the skin hood off his head. His face is streaked with demon goo. It's in his hair, too, making it stand at odd-angled attention.

JONATHAN (cont'd)
No way I'm not going back through
there. That thing stings like a mother.

Andrew boings Jonathan's spiked hair.

ANDREW
Dude, unholy hair gel.

JONATHAN
Get off.

ANDREW
Make me, skin job.

WARREN
Shut up.

Warren presses a small electronic gizmo the size of a stick of gum onto the front of the demon box, activates a series of buttons on it. It crackles, a line of energy flashing around the box, creating a lid.

Warren pulls the top of the box off. Nestled inside are two handball-sized crystal orbs lightly etched with the same symbols tattooing the Nezzla demons. Suspended in the center of each orb is a small, spiky blood-red sphere.

WARREN (cont'd)
Gentlemen. The Orbs of Nezzla'khan.

Warren gingerly removes them from the box.

WARREN (cont'd)
Strength. Invulnerability. The
deluxe package.

ANDREW
(lustily)
They're everything I've dreamed of.

JONATHAN
You know those have been down here
for like a zillion years. How do we
know they still work --

Warren tightens his fist around each globe. A red blast of energy explodes around him, knocking Andrew and Jonathan back. It quickly dissipates, his eyes briefly flashing with red energy. He grins, raw power coursing through his veins.

WARREN
They work.

BLACK OUT.

END OF ACT ONE

INT. UNDERGROUND CAVE - NIGHT

Warren slips the orbs into an ammo-style pouch attached to the side of his belt. The pouch is double-spherically contoured so the orbs fit perfectly. Jonathan eyes Warren cautiously.

JONATHAN
You don't look any different.

Andrew pokes Warren, testing his flesh for mightiness.

ANDREW
I thought they were supposed to make
us all huge and veiny. Are you sure
they're working right?

Warren looks past them, grins.

WARREN
Let's find out.

A roar splits the air as a Nezzla demon charges up. Jonathan and Andrew shrink back, but Warren stands his ground. WHAM! The demon tears into him.

Warren exchanges bone-shattering blows, the grin never leaving his face. He blocks a punch, spins the demon around and SNAP! He brutally breaks its neck. The demon's body hits the ground right at Jonathan's feet.

JONATHAN
(awed and horrified)
Mahatma.

WARREN
Welcome to the show, boys.

Andrew and Jonathan rush up.

ANDREW
That was so hot!

JONATHAN
Let me try 'em!

Jonathan reaches for Warren's orb pouch. Warren latches onto his wrist. Jonathan winces at the super-powered grip.

WARREN
Watch the paws, little man.

Warren lets go. Jonathan rubs his wrist in pain.

JONATHAN
We're supposed to share.

WARREN
Relax. You'll each get a whirl... as
soon as I'm done playing with 'em.

He smiles, full of sinister intent.

INT. HALLWAY OUTSIDE XANDER'S APARTMENT - DAY

The door opens. Xander stares at Buffy, a beer in his hand. He hasn't shaved or slept.

BUFFY
Hey.

XANDER
(soft)
Hey.

He turns away back into the apartment, leaving the door ajar. Buffy hesitates for a second, follows him in.

INT. XANDER'S APARTMENT - CONTINUOUS - DAY

Xander's apartment is a mess. Several items lay smashed or broken on the floor. The shades are drawn, adding to the gloom. Buffy eyes the destruction, her concern increasing.

XANDER
(re: beer)
Think there's still a cold one in the
fridge. Haven't gotten around to
busting the major appliances yet.

BUFFY
Thanks. Still a little early for me.

XANDER
The tyranny of the clock must be
overthrown.

He toasts her with his beer as he slides onto the couch.

BUFFY
So how many coup d' etats is that?

XANDER
General Cirrhosis has seized control
of Liver Parliament.

He smiles weakly, sips his beer. His pain is obvious, despite his jocularity.

BUFFY
(gently)
Xander, she loves you. You know
that. What Anya did... She was just
hurting, Xander. She was hurting and
she did this really stupid thing.

XANDER
With your boyfriend.

BUFFY
(stung)
He's not my boyfriend.

XANDER
I know why Anya did... I understand
that. I do. But you...

Xander's face gives way to confusion and hurt.

XANDER (cont'd)
All those times I told Spike to get
lost, that he didn't have a chance
with a girl like you...

He laughs bitterly, kicking himself for being such a fool.

BUFFY
You don't know how hard it's been.

XANDER
Lying to me?

BUFFY
(snapping)
Being here. After I was brought
back... You have no idea how hard it
is just being here.

XANDER
You could have told me.

BUFFY
You didn't want to know.

The truth of that cuts Xander to the bone.

XANDER
So you went to him instead?

BUFFY
What I do with my life is none of
your business.

XANDER
(genuinely hurt)
It used to be.

BUFFY
It just happened, okay.

XANDER
Oh, like, "Say, you're evil. Get on me."?

BUFFY
Xander, you fought side by side with
him when I was gone. You let him
take care of Dawn --

XANDER
But I never forgot what he really is.
God, what were you thinking?

BUFFY
You're asking me that? Right, 'cause
your decision making skills have
really sparkled lately.

XANDER
I'm not saying I haven't made
mistakes. But the last time I
checked slaughtering half of Europe
wasn't one of them. He doesn't have
a soul, Buffy. Just a leash they
jammed in his head. You think he'd
still be all snuggles if that chip
ever stopped working?

Buffy starts to reply.

XANDER (cont'd)
Would you still trust him with Dawn
then?

Silence. The answer is obvious.

BUFFY
(a beat, soft)
It doesn't matter. I'm not seeing
him anymore. It's over.

XANDER
(bitterly)
Yeah. Lot of that going around.

He crushes the beer can in his hand, tosses it on the coffee table as he heads for the door. Buffy watches him go, nothing left to say.

EXT. SUNNYDALE STREET - NIGHT

Xander drifts down the street, disconnected, lost.

INT. MAGIC BOX - NIGHT

Anya drifts through the magic shop, equally lost. Her fingers trace across familiar objects on the shelves and displays, absently searching for an anchor.

She touches a human skull. continues on, pauses. Her eyes drift back to it. She picks it up, turns it in her hands. She reaches into its eye socket and pulls out the Trio's remote camera. She stares at it, unable to move. Numb.

EXT. MAGIC BOX - NIGHT

Xander is watching Anya through the front door window. There's so much he needs to say, so much he needs to understand.

He reaches down to open the door, stops. He stands there frozen for a moment, then turns away. It's just too much. He moves off down the street, still adrift.

INT. TARA'S DORM ROOM - NIGHT

Books and loose papers liberated from the Trio's lair are scattered across the foot of the bed.

WILLOW (O.S.)
It's all a mess.

TARA (O.S.)
These things just take time.

Willow and Tara are revealed, naked under the covers. Willow is stretched out horizontally across the bed on her stomach, working the keyboard of her computer. Tara is sitting up against the headboard, thumbing through sheets of parchment, her legs draped over Willow.

TARA
We'll figure it out.

WILLOW
Sure. We'll decipher codes and foil
evil schemes and --

TARA
Finally get out of bed?

WILLOW
I was with you up until there.

Willow's computer screen flashes.

WILLOW (cont'd)
Whoa.

TARA
What is it?

ANGLE ON COMPUTER SCREEN flashing through a dozen blueprint schematics. Vaults. A train cargo car. A corporate office safe...

WILLOW
One of their data CDs. It's filled
with encrypted blueprints, schematics...

TARA
To what?

WILLOW
I'm not sure. Their designations have
been stripped.

TARA
Maybe we can cross-reference them
with the county clerk's office.

WILLOW
Would that involve getting up?

Tara smiles.

TARA
Eventually.

WILLOW
Then I'm coming out firmly against it.

TARA
(playing along)
What about the Trio's evil scheme?

WILLOW
Kinda busy working on my own...

She grins seductively, disappearing under the covers. Tara giggles -- then gasps in pleasure.

TARA
Evil's... good.

INT. THE BRONZE - NIGHT

A bartender fills a shot glass of whisky, spilling some on Xander's hand currently nursing it. A beautiful, tipsy WOMAN sitting one stool over laughs warmly.

BEAUTIFUL WOMAN
You're all wet.

She hands him a cocktail napkin.

XANDER
(wiping hand off)
Good thing I'm part fish.

BEAUTIFUL WOMAN
Which part?

XANDER
The one with the hook in it.

BEAUTIFUL WOMAN
Careful. Somebody might reel you in.

She eyes him appreciatively. Xander smiles awkwardly, surprised.

XANDER
Yeah, but then there'd be the
flopping and the gasping and sure,
maybe it'd work out, but chances are
I'd up and leave you at the helm in
your white dress and they find you
spawning with another fish who turns
out to be spawning my very good
friend night and day behind my back
and then comes the fighting and again
the flopping and the gasping 'cause
hey -- Chicken of the Sea not doing
great with the Women these days.

She stares at him for a beat.

BEAUTIFUL WOMAN
Huh?

XANDER
(sincerely)
Sorry. I'm just looking to curl up
with the quiet alone tonight.

ANGLE ACROSS THE BRONZE as the door flies open. Warren enters in a fancy suit, flanked by a similarly dressed Andrew and Jonathan.

JONATHAN
(checking watch, nervous)
We don't have time for this.

ANDREW
Ease up, twitchy.

Warren spots FRANK, a six-four fountain of muscle standing with his gorgeous BRUNETTE GIRLFRIEND. Warren breaks into a grin, recognizing him.

WARREN
All right. Let's make some noise.

OMITTED

EXT. CEMETERY- NIGHT

WHAM! Buffy cracks a VAMP hard across the chops. They exchange a quick flurry of blows. The Vamp holds his own.

BUFFY
(exchanging blows)
Not bad. How hard you donna hit when
you're blowin' in the wind?

Buffy whips out a stake and plants it in the Vamp's heart -- but he lands one last kick before exploding into dust. Buffy flies back into a headstone, breaking it in half. She grimaces, pain shooting through her back.

BUFFY (cont'd)
(grimacing)
That was rhetorical.

INT. BUFFY'S HOUSE - UPSTAIRS BATHROOM - NIGHT

Buffy enters in a bathrobe. She goes to the tub, grimacing at the pain in her back as she leans down to start the water.

SPIKE (O.S.)
(concerned)
You hurt?

Buffy gasps. Spike is now standing in the doorway (sans leather coat).

BUFFY
Get out.

SPIKE
We need to talk.

BUFFY
I really don't.

SPIKE
This isn't just about you -- as much
you'd like it to be.

BUFFY
You spoke. I listened. You leave.

SPIKE
(soft, sincere)
I'm sorry.

The sincerity in his voice affects Buffy despite her anger and hurt.

SPIKE (cont'd)
Not that it matters now. But I
needed you to know that.

BUFFY
Why?

SPIKE
Because I care about you.

BUFFY
Then you might want to try the not
sleeping with my friends.

SPIKE
That's not... I didn't go to Anya for
that. I was looking for a spell.

BUFFY
(anger rising)
You were going to use a spell on me?

SPIKE
It wasn't for you. I wanted
something -- anything to make this
feeling stop. I just wanted it to
stop.
(a beat, soft)
You should have let him kill me.

BUFFY
I couldn't.

SPIKE
Why?

BUFFY
You know why.

SPIKE
Because you love me.

A beat. This has gone way beyond pain and retribution. It's down to the truth now, once and for all.

BUFFY
(softly, honestly)
No. I don't.

SPIKE
Why do you keep lying
to yourself?

BUFFY
I'm not saying I don't have feelings
for you. I do. But it's not love.
I could never trust you enough for it
to become that.

SPIKE
Trust is for old marrieds, Buffy.
Great love is wild and passionate and
dangerous. It burns and consumes.

BUFFY
Until there's nothing left. That
kind of love doesn't last.

He's moving towards her, desperate, tortured.

SPIKE
I know you feel like I do. You don't
have to hide it anymore.

He moves to kiss her. She gently tries to stop him.

BUFFY
Spike --

SPIKE
Let yourself feel it...

He's becoming more forceful.

BUFFY
Stop it...

It's quickly escalated into a very real, very ugly struggle.

SPIKE
You love me...

BUFFY
Don't --

She stumbles back. She grabs onto the shower curtain, falling. The shower curtain rings pop off like gunfire as she goes down, WHACK! She gasps in pain as her back cracks against the edge of the tub, then her head as she stumbles more, dazing her.

Spike is on her, pinning her against the back of the tub, oblivious to her pain. His kisses are desperate, forceful.

SPIKE
(kissing her)
Let it go... Let yourself love me...

BUFFY
(over)
Stop it... please... stop...

He doesn't listen.

BLACK OUT.

END OF ACT TWO

INT. BUFFY'S HOUSE - UPSTAIRS BATHROOM - NIGHT

Buffy struggles with Spike, pain shooting through her injured back. He's on top of her, desperate, hungry.

SPIKE
(kissing, touching)
I know you felt it... When I was
inside you...

BUFFY
Don't...

She manages to push him off. She scuttles for the door like a wounded animal. He catches her leg, scrambling back on top of her and pinning her wrists down.

SPIKE
You're going to let me inside you...

BUFFY
Please...

SPIKE
You'll feel it again, Buffy...

BUFFY
Spike, stop...

He tears at her robe, getting it open.

SPIKE
I'll make you feel it...

BUFFY
STOP!

She shoves him back, exploding. He flies across the room, smashing midway up the opposite wall, cracking the plaster and crashing to the floor. Buffy stands, trembling with rage, fear -- and reclaimed power.

BUFFY (cont'd)
Ask me again why I could never love
you.

Spike looks up at her, realizing how far he just crossed the line.

SPIKE
Oh god. Buffy... I didn't --

BUFFY
Because I stopped you. Something I
should have done a long time ago.

Spike can muster no response, the weight of his actions crushing down on him. Buffy stands motionless, her eyes slick with anger -- and a tinge of fear from almost being violated.

INT. THE BRONZE - NIGHT

Jonathan eyes the crowd nervously. Andrew stands next to him, sipping a fruity cocktail, salivating at all the beautiful women.

JONATHAN
(eyeing crowd)
What are we doing here? Somebody
might recognize us.

Jonathan spots Warren putting the moves on the beautiful brunette. Her huge boyfriend is gone.

JONATHAN (cont'd)
Oh, that'd just great. We're risking
everything so Charles Atlas can get
a date? He's going to end up getting
us thrown in jail. Or worse.
(carefully)
Maybe you and me should think about --

ANDREW
(shutting him down)
Warren's the boss.

Andrew stares at Jonathan coolly.

ANDREW (cont'd)
He's Picard. You're Deeana Troi.
Get use to the feeling, Betazoid.

Andrew moves off to join Warren. Jonathan stares after him, realizing what a complete outsider he is now.

ON WARREN

oozing confidence and power. trying to charm the skirt off the brunette. Andrew appears off to the side, supporting his man.

WARREN
...the clothes, the cars, the
money -- that's all just window
dressing, baby. This is what's really
important...

He takes her hand, cradling it sensually between both of his. She giggles, more amused than turned on.

WARREN (cont'd)
Two souls, coming together --

FRANK (O.S.)
Hey!

Warren turns -- and cranes his neck to look up at Frank looming over him. The boyfriend's back and there's gonna be trouble.

FRANK
She only comes together with me. Get
lost, shrimp.

Warren's face brightens in recognition.

WARREN
Frankie? Oh my god, is that you?!
How long has it been?

Frank stares down at Warren in confusion.

WARREN (cont'd)
It's Warren, remember? Gym class,
fifth period?
(still jolly)
Oh man, you and your jock buddies
used to give me such a hard time.
That thing with the underwear? God,
I thought I'd never stop crying.

FRANK
That was you?

WARREN
Yeah, but hey, no hard feelings. I
know you were just fooling around.

Warren pats the big man's shoulder in camaraderie, the smile never leaving his face.

WARREN (cont'd)
Just like I'm gonna be with your girl
in about five minutes.

FRANK
(darkening)
What'd you say?

Two of Frank's beefy friends move in behind him, ready for trouble. Andrew eyes them nervously.

WARREN
You heard me, meathead. Take a walk.

Warren starts to turn back to the brunette. Frank grabs him.

FRANK
You're dead, you little --

Frank yanks Warren, but can't budge him. Frank strains with all his might, but Warren doesn't move an inch. Warren smiles coolly.

WARREN
This ain't high school.

WHAM! Warren hits him with an open palm to the chest. Frank goes flying across the room. He lands in a heap and stays there.

Frank's meathead pals attack. Meathead #1 launches a punch at Warren's jaw. Warren blocks the blow -- and snaps the meathead's arm like a dried twig. Meathead #1 howls in pain, dropping to his knees.

WHACK! Meathead #2 slams a chair across Warren's back. The chair splinters apart: WHAM! Warren backhands him, sending the Meathead sailing into the bottles lining the back of the bar.

The music has stopped. Andrew beams. Jonathan is horrified. The silent crowd stares at Warren in fear. He adjusts his tie, gives them a winning grin.

WARREN (cont'd)
Let's party.

ANGLE ON RESTROOM as Xander exits, well lubricated. He pauses as he registers what's happening. Great. The end to a perfect night.

ON WARREN

walking up to the front of the bar where a handful of beautiful women are seated.

WARREN
Don't worry about the tab, ladies.

He slams his fist down across the back of the cash register, smashing it open.

WARREN (cont'd)
It's on daddy tonight.

He rips the drawer out, starts removing the cash. One of the women starts crying, totally terrified.

WARREN (cont'd)
Aww, don't cry, baby.

He moves in close, using the stack of cash in his hand to sensually trace along the woman's bare arm.

WARREN(cont'd)
Daddy's gonna give you some too...

XANDER
(walking up)
See now, I think it's the daddy thing
that's throwing her. 'cause incest --
not that sexy.

JONATHAN
(softly, watching)
Aw crap.

XANDER
So why don't we leave the ladies to
their impending nausea and move the
freakshow outside. Wadaya say?

A beat. Warren gives Xander a bright grin.

WARREN
Okay. But can I ask you something
first? You think maybe you could put
a word in for me with that Anya
chick? 'Cause if she's taking it
from a vamp, I think I might have a
chance --

POW! Xander slugs him in the face. Warren doesn't even twitch. Xander grips his hand in pain. Warren laughs.

WARREN(cont'd)
No wonder she's screwing a dead guy.
You hit like a girl.

XANDER
(through the pain)
At least I know how to get one.

Warren's face darkens. WHAM! He slugs Xander, sending him flying. Xander crashes across a table and smashes to the floor, bleeding and barely conscious. Warren advances, pushing the pool table casually out of his way as he goes, murder in his eyes.

WARREN
Let's see how popular you are without
a face...

Jonathan rushes up next to him, grabbing his arm.

JONATHAN
Warren, we have to go.

Warren stares coldly at the offending hand on his arm. Jonathan prudently releases him.

WARREN
We go when I'm ready.

JONATHAN
Hey, your call.

Jonathan indicates his watch.

JONATHAN(cont'd)
But we're gonna miss that thing you
wanted to do tonight if we don't
leave right now. That's all I'm
saying.

Warren considers his options. He smiles at Xander still on the floor.

WARREN
It's your lucky night. Shemp.

Warren turns away, heading for the door. Jonathan tries to hide how relieved he is. Andrew is shocked.

ANDREW
We're just gonna leave him?! What if
he sics the Slayer on us?

Warren shrugs as they hit the exit.

WARREN
Bring her on.

OMITTED

INT. BUFFY'S HOUSE - FOYER - NIGHT

The front door is hanging open. Xander hustles in, his face bruised and lip bleeding.

XANDER
Buffy? I found Warren.

He glances into the living room and the dining room. Empty.

XANDER (cont'd)
Actually, my face kinda found him --

He freezes. Spike's leather coat is draped across the banister at the foot of the stairs. Xander's face darkens.

OMITTED

INT. BUFFY'S HOUSE - UPSTAIRS BATHROOM - NIGHT

Buffy is sitting on the edge of the tub in her torn bathrobe. Xander enters with Spike's coat, pissed.

XANDER
This what you call not seeing Spike
anymore --

Xander freezes, really seeing Buffy now. The torn robe. Her eyes red from tears.

XANDER (cont'd)
(soft)
What did he do?
(rising anger)
Did he hurt you? Buffy?

BUFFY
He tried. He didn't...

She notices a bruise on her thigh, self-consciously covers it with her robe. Xander boils over.

XANDER
Son of a bitch.

He heads for the door, intent on evening the score.

BUFFY
(soft)
Don't.

Xander pauses, shaking with anger.

BUFFY (cont'd)
(soft)
Please, just... don't.

Xander stands there, paralyzed, his fury giving way to concern for his friend. The downstairs door bangs shut. Buffy starts, extremely skittish.

Xander tenses as feet pound up the stairs. Willow appears in the doorway, flush with researchy excitement.

WILLOW
Hey, I think we finally got
something --

She sees Xander's battered face, Buffy's condition.

WILLOW (cont'd)
(concerned)
What happened?

BUFFY
Nothing.

Buffy wipes at her eyes, turns to Willow, shifting into hero mode.

BUFFY (cont'd)
What did you find out?

INT. BUFFY'S HOUSE - DINING ROOM - NIGHT

The table is piled with the evidence Buffy snagged from the Trio's lair. Xander has an ice pack pressed to his bruised face. Buffy's dressed now and ready for action.

WILLOW
We were able to decipher pretty much
everything except these.

She hands Buffy half dozen sheets of a parchment inscribed with strange markings.

TARA
It's not written in any ancient
language we could identify --

XANDER
(chuckling)
It's Klingon. They're love poems --
(geek alert)
-- which have nothing to do with the
insidious scheme you're about to
describe.

BUFFY
What do you got that doesn't rhyme?

TARA
This.

She holds up one of the data CDs.

WILLOW
It was filled with encoded blueprints
and schematics.

Willow lays out a stack of computer printouts from the CD.

BUFFY
(eyeing them)
To what?

Tara shuffles through the printouts.

TARA
Banks, armored car routes, corporate
vaults... This is big.

WILLOW
They're looking to score some serious
dinero. I don't think they're
planning just one job.

XANDER
Spree, anyone?

BUFFY
(eyeing printouts)
I can't cover all of these at once.

WILLOW
You don't have to. There's one here
we think they'll hit tonight.

TARA
It's time sensitive.

Willow hands Buffy the printout.

XANDER
Be careful. Warren's gone all Mighty
Mouse. Emphasis on the might.

Xander tenderly feels his jaw. Buffy's face darkens. Just what the anger ordered.

BUFFY
Good. I won't have to hold back.

INT. SPIKE'S CRYPT - NIGHT

The door to Spike's crypt crashes open. Spike bursts in (sans leather coat). Anger, humiliation, and regret swirl across his tormented face.

INT. BUFFY'S BATHROOM - FLASHBACK (ALREADY SHOT)

Spike has Buffy on the floor against the bathtub. Her face is twisted in pain as she tries to push Spike away.

INT. SPIKE'S CRYPT - CONTINUOUS

Spike clenches his eyes closed, attempting to shut out the incriminating images flashing through his mind.

INT. BUFFY'S BATHROOM - FLASHBACK (ALREADY SHOT)

Buffy is on the floor. Spike brutally pins her down.

INT. SPIKE'S CRYPT - CONTINUOUS

Spike's eyes snap open. He can't shake the images of the attack. He stalks over to his alcohol stash, pours a glass of vodka with trembling hands and raises it to his lips.

INT. BUFFY'S BATHROOM - FLASHBACK (ALREADY SHOT)

TIGHT ON BUFFY, in agony, as Spike tries to rip open her bathrobe.

INT. SPIKE'S CRYPT - CONTINUOUS

Spike explodes, his emotions boiling over. He crushes the glass of vodka in his hand. He stands there seething, at war with himself.

CLEM (O.S.)
Um... knock knock?

Spike glances over. Clem is standing in the doorway, holding a bucket of Hot Wings. He gives a little wave, smiles awkwardly.

CLEM
I was just in the neighborhood and I
thought, you know, there's a
Nightrider marathon on the TV, so,
uh...

He holds up the bucket of chicken with a grin.

CLEM (cont'd)
I got Hot Wings!

Spike stands there, trembling, lost.

SPIKE
What have I done?
(then)
Why didn't I do it? What has she
done to me?

CLEM
She-done who?

Spike looks away, ashamed.

CLEM (cont'd)
Oh. The Slayer, huh? Gosh.
(sympathetic)
She break up with you again?

SPIKE
We were never together. Not really.
She wouldn't lower herself that far.

CLEM
She's a sweet girl, Spike, but hey.
Issues. And no wonder, with the
coming back from the grave and
whatnot. I had this cousin, got
resurrected by some kooky shaman --
who-boy! Was that a mess!

SPIKE
Why do I feel this way?

CLEM
(shrugs)
Love's a funny thing.

SPIKE
Is that what this is?

CLEM
Well, I don't know. Drinking,
breaking stuff -- how's your appetite?
You been eating?

SPIKE
I can feel it. Squirming inside my
head.

CLEM
Love?

SPIKE
The chip. Little Jiminy Cricket,
gnawing bits and chunks.

Spike puts his fingers to his heads probing harshly as if he's going to gouge the chip out with his bare hands. Clem eyes him with concern.

CLEM
(re: Spike's head)
Maybe a wet cloth...?

SPIKE
Everything used to be so clear.
Slayer. Vampire. Vampire kills
Slayer, sucks her dry, picks his
teeth with her bones.

CLEM
(queasy)
Metaphorically?

SPIKE
That's how it's always been. I've
tasted the life of two Slayers. But
with Buffy...
(hating himself)
This isn't the way it's supposed to
be. It's the chip. Steel and wires
and silicon. It won't let me be a
monster. And I can't be a man. I'm
nothing.

Spike's self-loathing hits an all time low. Clem gives him an encouraging pat on the shoulder.

CLEM
Hey. Come on now, Mr. Negative. You
never know what's just around the
corner. Things change.

Spike considers that, his wheels turning.

SPIKE
They do.
(a beat)
If you make them.

Clem grins, slapping him on the back happily.

CLEM
There you go! Bright side! Chin up!

SPIKE
She thinks she knows me. She thinks
she knows who I am. What I'm capable
of. She has no idea. I wasn't always
this way. It won't be easy, but I
can be like I was. Before they
castrated me. Before...
(a beat)
Then she'll see who I really am.

Spike smiles darkly, his eyes dancing with secret schemes. He grabs a nearby duffle bag - starts throwing stuff into it. Clem totally misses Spike's sinister intent.

CLEM
Now you're talking!

Clem smiles brightly, offering Spike a delicious drumstick.

CLEM(cont'd)
Hot wing?

OMITTED

EXT. AMUSEMENT PARK - NIGHT

The park has closed for the night. A banner hanging from a huge stone archway reads: OPENING WEEKEND!!!

The PARK ADMINISTRATOR is overseeing two ARMED GUARDS loading the day's gate from the DEPOSITORY BUILDING into the back of an armored car. There's so much they have to pack it in.

GUARD #1
All right, that's the last one.

Guard #2 seals the rear door, moves around front. Guard #1 wipes at the sweat beading on his forehead hands the Administrator a clipboard with a form to sign.

GUARD #1 (cont'd)
Quite a haul.

PARK ADMINISTRATOR
(signing form)
Always the biggest gate of the year.
(handing clipboard
back)
Don't lose any.

INT. ARMORED CAR CAB - NIGHT

Guard #2 throws the car into gear as Guard #1 slides into the passenger seat.

GUARD #2
Wanna grab a bite after? I think
Ruby's is still...

Guard #2 is standing on the gas, But they aren't moving.

GUARD #2(cont'd)
What the hell...?

EXT. AMUSEMENT PARK - NIGHT

The Administrator lies unconscious on the ground. Warren, wearing dark clothes and a black bomber jacket, has latched onto the back of the armored car. Its tires spin, smoking in frustration.

Warren grits his teeth and heaves, violently slamming the armored car on its side. Steam hisses from the crumpled hood. The Guards are knocked unconscious inside the cab.

ON JONATHAN AND ANDREW

also in bomber jackets, watching the action from the shadows.

ANDREW
Man, I can't wait to get my hands on
his orbs.

JONATHAN
(sarcastic)
Yeah. I'm sure he'll be giving 'em
up any second.

ON WARREN

as he rips the thick steel door off the back of the armored car and tosses it aside.

BUFFY (O.S.)
Is this your bank?

Warren jerks his head up. Buffy is standing above him on top of the overturned car.

BUFFY
'Cause if not, there's gonna be a fee
for that.

WHAM! She drops down on Warren. He catches her in mid fall and flings her. She lands hard twenty feet away, Warren casually strolls towards her.

WARREN
I was wondering when Super Bitch
would show up.

Buffy struggles to her feet.

BUFFY
You really got a problem with strong
women, don't you?

WARREN
Nothing I can't handle.

WHAM! He lays into her. They exchange blows, going to toe to toe. No matter how hard she hits him, Warren keeps coming. BAM! Warren lands a couple of hard blows. Buffy staggers back, still feeling the effects of her run in with the vamp -- and Spike.

WARREN (cont'd)
Seem a little off. Bad day?

BUFFY
It's getting better.

WHAM! She lays into him with a flurry of lightening fast blows. He's strong, but not nearly as fast as she is.

Warren swings wildly, misses. She flips over him, grabs the big steel door he ripped off the armored car and BOOM! She parks him in the cheap seats.

Warren sails back, crashing into the base of the archway. He shakes the blow off, laughs.

WARREN
That all you got?

STONE CRACKS above him. He whips his head up just in time to see a huge section of the upper arch break loose from the impact. WHAM! He disappears under the rubble.

ANDREW
(guts ripped out)
No!

Buffy whips her head around, spots Jonathan and Andrew. Uh oh -- the gig's up. She starts towards them, her eyes flashing with anger.

BUFFY
There's two ways this can end. And
right about now I'm thinking they're
both gonna hurt.

A strange, excited smile splits Andrew's lips.

ANDREW
I think you're right.

A RUMBLING splits the air behind Buffy. She turns -- and sees Warren rising from beneath the rubble. Her face drops. His clothes are a little worse for wear, but he's unscathed.

WARREN
What's the matter baby? Never fight
a real man before.

He grins, ready for round two.

OMITTED

OMITTED

OMITTED

BLACK OUT.

END OF ACT THREE

OMITTED

EXT. AMUSEMENT PARK - NIGHT

WHAM! Warren attacks, raining blows down. Buffy counters, spins, and catches him with a devastating kick to the back. Warren sails into the side of the armored car, denting the steel and landing in a heap.

Buffy catches her breath. That oughta -- she sags. Warren's getting up again. He cracks his neck and laughs, enjoying himself.

WARREN
Wow. That almost hurt, kitten.

Buffy grits her teeth, attacks. They trade blows, but he's wearing her down. She's quickly forced to go on the defensive.

ON ANDREW AND JONATHAN

Andrew's face is twisted in gleeful bloodlust. He's really getting off on this.

ANDREW
(egging Warren on)
Kill her! Kill her!

Jonathan is horrified. This has gotten way out of hand.

ON WARREN AND BUFFY

Buffy is so exhausted she can barely defend herself. Warren savors the moment, landing blows at will, toying with her.

WARREN
You know who I am?

BUFFY
You're a murderer.

WARREN
(laughs)
That too. But more to the point --

She tries to hit him, he blocks, smacks her hard across the face with an open hand.

WARREN (cont'd)
I'm the guy that beat you. And it's
not the muscles, baby.

He blocks her again, smacks her across the other side of her face.

WARREN(cont'd)
It's the brains.

WHAM! He cracks her hard, sending her reeling back. She glares, bloody and winded but far from giving up.

BUFFY
I'll remember that when I knock 'em
clean out of your --

WHAM! Jonathan suddenly leaps onto Buffy's back, screaming like a madman. Warren pauses, laughing at the spectacle.

WARREN
Whoa, Sparky! Didn't think you had
it in you.

JONATHAN
(hissing in her ear)
The orbs! Smash his orbs --

Buffy throws him off. Jonathan lands hard, groans in pain. Buffy locks eyes him, registering what he just said -- with but just a moment too late. Warren is already on her, beating the hell out of her.

Buffy manages to block several blows, then delivers a stunning kick to Warren's crotch -- which has no effect. Jonathan grimaces.

JONATHAN(cont'd)
(soft, to himself)
Not those orbs!

Warren attacks, the kick to the jewels infuriating him. Buffy tries to fight back but there's not much left in her. Warren lands a blow to her stomach, sending her gasping to her knees. He looms over her.

He rears his fist back for the deathblow. As he does, his jacket pulls back, revealing the leather pouch containing the Orbs of Nezzla'khan.

WARREN
Say good night, bitch.

Buffy spots the pouch just in time. She rips it off his belt and smashes it to the ground.

The red energy he absorbed from the orbs is ripped out of him. He grunts in pain as his eyes flash red for an instant -- then it's gone. Buffy stands, powerful, victorious.

BUFFY
Good night, bitch.

POW! She spins around and kicks him in the chests sending him flying back. He lands hard, bloodied and bruised.

Buffy advances slowly, her contempt for Warren blazing. He struggles to his feet, trying to bite back the tears of pain and humiliation.

BUFFY (cont'd)
You're nothing but a sad little boy,
Warren. But it's time to grow up --
and pay for what you've done.

WARREN
Get away from me!

He desperately strips off his jacket, revealing a harness underneath. He's breathing heavy, furious and unhinged. Sleek little twin rockets click into place on a back plate -- yes, kids, it's a jet pack.

WARREN (cont'd)
I swear to god I'm gonna take you
down. You piece of..

Warren hits a thumb ignition switch and rockets off into the sky on a pillar of jet exhaust. Buffy cranes her neck, watching in disbelief.

BUFFY
Oh come on.

ANDREW
Well played, Slayer!

Andrew rips off his bomber jacket, also revealing a jet pack. Jonathan is apoplectic.

JONATHAN
Why didn't I get one of those?!

ANDREW
This round to you. But the game is
far from over.

He hits the ignition. WHOOSH! He shoots up into the air -- and slams into an overhanging roof structure five feet above him. He crashes back to earth, unconscious, his rockets sputtering out.

PRE-LAP: A police siren.

EXT./INT. POLICE STATION - NIGHT

A police cruiser whizzes past, siren blaring. Andrew and Jonathan are being led into the station in handcuffs. Jonathan is swimming in a bottomless pit of despair. Andrew's banged up from his jet pack fiasco -- and crying his eyes out.

JONATHAN
Jet packs. You jerks were setting me
up to take the fall.

ANDREW
(sobbing)
He left me. He flew away and left me.

The police officers lead Warren and Jonathan into the station. Jonathan eyes his surroundings with dread.

JONATHAN
Oh god. The Big House.

AUDREW
(sobbing)
How could he do that to me? He
promised we'd be together. He was
just using me. He never really
loved --
(catching himself)
-- hanging out with us.

Jonathan eyes him. How's that again?

ANDREW (cont'd)
(sniffling)
You think he'll come back for us? I
mean, he wouldn't just take off.
Would he?

EXT. SUNNYDALE ROAD - NIGHT

Spike roars up on his bike, loaded with his gear. He pauses, taking in the lights of Sunnydale off in the distance. He takes a drag off his cigarette, flicks it to the asphalt.

SPIKE
Get nice and comfy Slayer. I'll be
back. And when I do... it's all
gonna change.

He pops the clutch and rockets off.

INT. BUFFY'S HOUSE - WILLOW'S ROOM - DAY

Sunlight streams in. Willow and Tara are getting dressed. Willow pulls on a white shirt.

WILLOW
Hey. Clothes.

TARA
Don't get too used to them.

WILLOW
Yes, ma'am.

Willow pulls her into a kiss. Soft, tender, totally in love.

TARA
Mmmm... Xander.

WILLOW
Okay, not quite the response I was
fishing for.

TARA
No, he's here.

Tara goes to the window overlooking the backyard. Xander is walking up to Buffy down below.

WILLOW
Think they're making up?

TARA
I hope so.

She turns back to Willow, glowing in the morning sun.

TARA (cont'd)
That's the best part.

EXT. BUFFY'S BACKYARD - DAY

Bright and beautiful. A picture perfect day. Buffy is poking around the rear part of the yard with a stick. Xander ambles up, uncomfortable but trying to hide it.

XANDER
Time for the Spring Poking already?

BUFFY
Just making sure there's no more Evil
Trio cameras. Or Evil Uno.

XANDER
The sinister yet addictive card game?

BUFFY
Warren. Jonathan and Andrew got
klinked, but Warren pulled a Rocket
Man. It was a thing.

XANDER
You'll find him. He won't be much
good without his friends.

BUFFY
(softly)
No. He won't.

An awkward silence. Xander struggles to find the right words, can't.

XANDER
How did we get here?

BUFFY
Scenic route. Long drive.

XANDER
These last few weeks...

BUFFY
I know.

XANDER
I thought I hit bottom, but... It
hurt. That you didn't trust me
enough to tell me about Spike. It
hurt.

BUFFY
I'm sorry. I should have told you.

XANDER
Maybe you would have. If I hadn't
given you so many reasons to think
I'd be an ass about it.

BUFFY
Guess we've both done a lot of things
lately we're not proud of.

XANDER
Think I got you beat.

BUFFY
Wanna compare?

XANDER
Not so much.

They share a smile. It fades quickly from Xander's face.

XANDER (cont'd)
I don't know what I'd do... without
you and Will.

BUFFY
Let's not find out.

She takes him in her arms. He hugs her close, tears of relief breaking loose as he finally lets go of his anger and pain. A long beat.

BUFFY (cont'd)
I love you. You know that. right?

Xander's about to reply -- but his eyes go wide with horror.

XANDER
Buffy --

Buffy turns. Warren is standing in the very back of the yard, his battered face twisted in rage and humiliation.

WARREN
You think you can just do that to me?
That I'd let you get away with it?
Think again --

Before she can react he raises a black automatic handgun and opens fire, the violence of bullets exploding from the muzzle startling even him.

Buffy shoves Xander to the ground. He lands hard, regaining his senses just in time to see Warren running out of the yard, firing his last shoots as he goes. Xander swallows his heart back into his chest.

XANDER
Sweet fancy Moses! Where the hell
did he get --

Xander's face freezes in horror. Buffy is on the ground, face up, blood leaking from a bullet wound in her upper left chest.

XANDER (cont'd)
Oh god.

Xander rushes to her side.

XANDER (cont'd)
Buffy?

Buffy sputters blood, unable to respond.

XANDER (cont'd)
Oh god... oh god... Buffy...

He presses his hands against her chest, trying to stop the blood. It flows through his fingers, pooling beneath them, spreading across the grass. It's ugly -- and real.

Buffy's breath comes in ragged gasps. She stares blankly up at the clear blue sky, her skin pale, going into shock...

A36 INT. BUFFY'S HOUSE - WILLOW'S BEDROOM - CONTINUOUS

The bedroom window overlooking the backyard TINKS, a stray bullet cracking the glass. Willow jolts as blood splatters her crisp white shirt.

B36 INT. BUFFY'S HOUSE - WILLOW'S BEDROOM - DAY

The window overlooking the backyard has been shattered by a stray bullet from Warren's barrage.

The front of Willow's white shirt is splattered with blood. Her face is twisted in horror and pain.

Tara stares at Willow's ruined shirt, trying to comprehend.

TARA
Your shirt...

Tara collapses to the floor. She's been shot through the back, the bullet ripping clean through her chest. It's her blood on Willow's shirt.

WILLOW
Tara?

Willow kneels over Tara on the floor. Tara doesn't move. She never will again.

WILLOW (cont'd)
Tara? Come, on baby. Get up.
Please. Tara...

Willow gently strokes her hair. She sobs, her head down.

WILLOW (cont'd)
(softly, building)
No... no... no...

Tears of grief and loss quickly become burning rivers of anger. She raises her head. Her face is a gut-wrenching swirl of pain and fury... and her eyes have gone completely black.

BLACK OUT.

END OF SHOW