Grave

Written by: David Fury
Directed by: James Contner

(March 27, 2002)

FADE IN:

INT. MAGIC BOX - NIGHT

BUFFY, lying amid the ruins of Giles' desk, dazed from her knockdown drag-out with WILLOW, looks up at...

ANYA, on the floor, amid the books, where WILLOW had thrown her, nursing a bleeding lip. She, too, stares at...

GILES, LOW ANGLE - near the doorway as he crosses in, silently, never taking his eyes off...

WILLOW, winded from Giles' mystical blast, as well as the Buffy beating, pulls herself up to a sitting position.

Willow falls back again. Hard, as if pushed.

ON ANYA, standing now. She reacts and looks at Giles.

Buffy crosses in next to Giles.

WILLOW suddenly, startlingly, HINGES UP into frame.

GILES and BUFFY are stricken by the ease with which she brushed off Giles' magical directive.

ON WILLOW - We begin to hear a DEEP, LOW HUM emanating from her, getting louder, more intense, as she speaks.

Her eyes go BLACK and she suddenly GLOWS brightly, about to unleash her dark power upon Giles. Her voice takes on an OTHERWORLDLY RESONANCE.

INT. MAGIC BOX - CONTINUOUS - NIGHT

WIDE as WILLOW, GLOWING and BLACK-EYED, directs her power at Giles and the others.

GILES arm shoots out.

A GREENISH ENERGY FIELD emerges from Giles outstretched hand and snakes itself around a confused Willow, running up and down her body.

She suddenly throws her head back, lost in a semi-conscious state, as the ENERGY coalesces into a FORCE FIELD encircling her, her had and shoulders visible above it, as she FLOATS within the confines, gently bobbing.

BUFFY steps in next to Giles.

Buffy slides her arms around Giles. God, she's glad to see him. They hold each other for a moment, as Anya watches, longingly.

Giles peeks over at her. Huh?

Giles recognizes her desire for attention.

He opens his arm to her and she eagerly joins the hug.

GILES looks over at Willow. He gently pulls away from Buffy and Anya and crosses to her. Though she seems to be out of it, he leans in to her.

ON WILLOW - No response. Giles starts to turn away when a glimmer of clarity comes to WILLOW's eyes and she tilts her head to glare at him.

GILES looks at her for a moment, his expression indicating he knows it's true.

EXT. STREET - MEANWHILE - NIGHT

LOW ANGLE ON FEET RUNNING...

PAN and TILT UP to reveal XANDER, DAWN, JONATHAN and ANDREW, the latter two carrying the SWORDS they took from the Magic Box in Episode 21.

JONATHAN, trailing behind the others, slows to a stop.

ON ANDREW, starting to lose it.

Andrew suddenly brings up his sword and puts it to Xander's throat.

Suddenly the tip of ANOTHER SWORD pokes Andrew in the throat, though not hard enough to break skin. Andrew's eyes shift over to look at

JONATHAN, holding the weapon.

Andrew hesitates.

Jonathan presses the sword harder into Andrew's neck. Andrew quickly surrenders, releasing Xander.

He turns and continues on. Jonathan glances at Xander, then follows.

XANDER, rubs his throat for a moment, then looks up and notices Dawn staring at him.

Dawn offers him a weak smile. Xander turns and walks on, as she joins him.

INT. MAGIC BOX - TRAINING ROOM - LATER - NIGHT

ON GILES and BUFFY

Giles nods. Then -

Buffy shakes her head, overwhelmed by the very question.

Buffy stops. Can't believe she just blurted that out.

GILES stares at her for a moment.

Buffy becomes self-conscious, assuming he's disgusted with her. She's about to say something when, suddenly

GILES bursts out LAUGHING.

Buffy stares at him with disbelief for a few moments, until his merriment and the absurdity of it all hits her and she joins him, exploding into fits of laughter herself. As the two of them go of...

INT. MAGIC BOX - MEANWHILE - NIGHT

ANYA picks up a couple of pieces of merchandise that had crashed to the floor during the melee. She brushes them off, checks for damage.

CLOSE ON WILLOW, still in her semi-stasis.

As Anya crosses to put the merchandise on one of the still-standing shelves, Willow's eyes slowly shift, latching on to her.

ANYA whips around to look at Willow, who continues to speak to her telepathically, her tone exhibiting hypnotic calmness.

She starts to turn towards the training room.

ON ANYA, as she hesitates before answering...

INT. MAGIC BOX - TRAINING ROOM - MEANWHILE

LAUGHTER abounds, as Giles and Buffy are still in the throws of their guffawfest, laughing so hard that they're crying. They deliver the following through their tears.

More laughing.

After a few beats, they catch their breaths.

ON BUFFY, smiling and relaxed. Like all the weight she's been carrying's been lifted off her.

Giles looks at her.

They both chuckle faintly at that.

They share warm, amused smiles for a moment.

She shakes her head, unable to work it out.

Giles stops. He doesn't have a simple answer. Buffy's expression closes a little.

Giles hesitates. Decides to follow Buffy's lead and move on.

Buffy stares at him.

GILES and BUFFY shoot a glance over to the doorway to see.

AN UNCONSCIOUS ANYA seemly hovering in the doorway. WILLOW suddenly moves out from behind her and we see she's been holding ANYA up by the back of her neck.

She throws Anya aside and glares at Buffy and Giles.

PUSH IN on BUFFY and GILES as she looks at him.

INT. MAGIC BOX - TRAINING ROOM - CONTINUOUS - NIGHT

BUFFY rushes Willow.

WILLOW raises her hand and Buffy is suddenly thrust backward, sailing past Giles, SMASHING HARD into the wall.

BUFFY hits the ground, bloody, hurting and barely conscious.

GILES' hand shoots out.

The GREEN ENERGY emerges from his hand again and moves at

WILLOW who nonchalantly waves it away.

The ENERGY FIELD dissipates. WILLOW wags a finger at Giles.

With a gesture, the KNIVES and DAGGERS on the wall next to her float off their perches and hover menacingly, blades pointed at

GILES, who looks at them apprehensively, trying to think.

CLOSE ON WILLOW.

The KNIVES fly at Giles.

The PRACTICE DUMMY flies off its post and in front of Giles, shielding him, taking the hits.

WILLOW GRUNTS in annoyance as, with another gesture, the DUMMY is flung aside. In that moment...

GILES, intently looking at Willow, shoves his palm forward.

ON WILLOW - as she's BLASTED back, SMASHING THROUGH the BRICK WALL, slamming into the pillar to the Upper Landing, cracking it, before hitting the floor.

Giles tosses a glance at her.

FRONT ROOM OF THE STORE

Willow sprawled face down on the floor. She doesn't move for a moment. Then pushes herself up and glares back over her shoulder, toward the training room. Her eyes narrow into slits. Now she's really pissed...

EXT. RESIDENTIAL STREET - MEANWHILE - NIGHT

XANDER and DAWN trudge on, JONATHAN and ANDREW behind them.

Xander expression darkens.

DAWN freezes, stunned.

Dawn catches up with him.

INT. AFRICAN CAVE - MEANWHILE

PUSH IN an interior off-shooting cave leading into PITCH BLACKNESS. Fierce GROWLS and INHUMAN SCREAMS of anguish pierce the air. Then, silence. After a few moments...

A HORRIFIC DECAPITATED DEMON HEAD rolls out into the light. TILT UP as something starts to emerge from the inky darkness.

It's SPIKE, staggering into the light, squinting. He's shirtless, filthy, bruised and bleeding in places. In his hand, he holds up a SECOND, MORE HORRIFIC HEAD.

CLOSE as he tosses the HEAD to the ground, then drops to his knees from exhaustion.

He suddenly freezes when he sees something on the ground.

His face hardens and his chest muscles tense, preparing himself as...

HUNDREDS and HUNDREDS of INSECTS, of various sizes, colors, and species -- though mostly beetles -- SWARM up his torso.

CLOSER ON SPIKE as the INSECTS crawl onto his head and face, crawling up his nose... and into his defiantly SCREAMING mouth. The SCREAM carries over into...

INT. MAGIC BOX - MEANWHILE - NIGHT

PANNING ACROSS what looks like a WAR ZONE. The shop is in shambles. A LARGE BEAM fallen where the ceiling has partially COLLAPSED, moonlight drifting in. Much of the wall across from the SHATTERED COUNTER is BLOWN OUT, exposing the side alleyway and the brick facade of the building next door. All of the bookcases and shelves are overturned, merchandise smashed and strewn about the floor; SMOKE and FIRE rising from SMOLDERING, SINGED BOOKS; SPARKS flashing off fallen fixtures. A hell of a battle's been taking place...

TILT UP onto WILLOW as she steps into frame. A couple of minor lacerations and bruises indicate she's taken a few blows. But she's unbowed and only marginally weakened.

ON GILES standing across from her. He, too, is also bleeding, most noticeably from a gash near his temple, though he appears to be considerably more spent and shaky.

WIDEN to see them facing each other across the rubble, like gunfighters.

She waves her hand across her face. Her injuries and bruises vanish.

BUFFY, recovering now, appears at the opening in the shattered wall of the training room, behind Giles, watching. Willow doesn't notice.

Willow eyes him, stonily.

Her hand shoots out toward the Upper Landing:

She brings her hand down, hard. The pillar snaps.

BUFFY rushes at Giles, tackling him out of the way as the Landing above them suddenly comes CRASHING DOWN, sending a cloud of dust and debris into the air.

ON BUFFY and GILES, on the floor, next to some still burning books. As the dust settles, they look up to see

WILLOW, standing over them. She glares at Buffy, peeved.

She reaches her hand into the fire and brings it out again. In the palm of her hand, floats a FLAME.

The FLAME spins and grows into a large BALL OF FIRE, roughly the size of a volleyball.

Buffy gets to her feet, looking at the FIREBALL warily.

Willow tosses the ball up.

Torn, Buffy looks to Giles. She's loathe to leave him.

She turns back to Giles.

ON GILES, eyeing her with trepidation.

EXT. MAIN STREET - CONTINUOUS - NIGHT

BUFFY bursts through the door, runs out into the street and looks up to see...

OVER HER SHOULDER - THE FIREBALL drifting across the night sky.

BACK ON BUFY as she tears after it...

INT. MAGIC BOX - MEANWHILE - NIGHT

CLOSE ON WILLOW, pacing.

TILT UP to find

GILES, sprawled on the ceiling, writing in pain.

She gestures and GILES plummets to the floor, slamming down hard, knocking the wind out of him.

She gestures.

GILES FLIES up again to the ceiling, slamming into it.

AN ENERGY BLAST shoots from his mouth, striking

WILLOW. She staggers back from the blow, dazed. Her concentration broken.

GILES falls to the floor again with a GRUNT.

As Giles tries to get to his feet.

Willow peers up at him, her eyes narrowing.

IN AN INSTANT, she's upon him, without seemingly have moved.

GILES, who's only gotten to his knees, REACTS, startled.

With that, her hand grips his chest, and she begins to SUCK THE ENERGY out of Giles, as she did with RACK in Episode 21. GILES SCREAMS in agony as the multi-colored tendrils of light make there way from him to Willow. After a few moments of that....

WILLOW suddenly releases him and staggers back.

GILES falls over onto his side, conscious, but barely.

BACK ON WILLOW, a hand going to her head, as she appears somewhat woozy.

She looks dazed at a severely weakened Giles.

A look of orgasmic euphoria crosses her face.

She pauses and her smile begins to fade.

Her expression continues to darken as she winces, getting lost in confused thoughts.

Giles blinks away his pain... Forcing himself to talk.

Willow fixates on that.

GILES' eyes widen and he shakes his head.

Willow eyes Giles with a twisted empathy.

She begins to rise up into the air...

She SPINS into her ENERGY VORTEX and VANISHES.

PUSH IN ON GILES, staring up with mounting dread...

EXT. EDGE OF CEMETERY - LATER - NIGHT

CLOSE ON A RUSTY, STEEL DOOR as a FOOT SLAMS into it.

WIDEN to see XANDER, at the entrance to a MAUSOLEUM on a hill top. [NOTE: On one side, rows and rows of graves, and on the other side (which we'll see later), a beautiful landscape.]

Xander brings up his foot and kicks the mausoleum door again. Dawn, standing off, watching him.

ON ANDREW and JONATHAN nearby, together using Jonathan's sword to pry open the heavy, padlocked, door to another crypt. The sword slips out, catching Jonathan in the hand.

They turn to look as

XANDER throws himself against the mausoleum door. Still not budging. He studies the door, rubbing his shoulder.

Andrew and Jonathan come over.

ON DAWN, looking up, noticing something.

Xander and the Boys follow her gaze and look up to see...

THEIR POV - THE FIREBALL falling from the sky.

In the distance, we HEAR

XANDER and DAWN shoot looks past Jonathan and Andrew at

BUFFY, sprinting toward them through the graveyard, leaping over tombs, shouting:

She manages to reach Jonathan and Andrew and TACKLES them both out of the way as THE FIREBALL SLAMS into the ground where they were standing and CRASHES THROUGH THE EARTH. Buffy and the Boys are blown back.

Xander and Dawn are also knocked off their feet. Xander hits his head on a tombstone and loses consciousness. The ground continues to GIVE WAY from the impact point, spreading outward.

BUFFY gets up - Andrew and Jonathan sprawled on the ground behind her - and sees

DAWN trying to crawl away as the ground beneath her begins to collapse into the widening hole.

BUFFY runs to her, reaching out to grab her.

The ground under DAWN falls away and she goes with it. She SCREAMS.

She tries to make a grab for her, but misses, as she plummets into the hole herself.

INT. PIT - CONTINUOUS - NIGHT

CLOSE ON BUFFY - she lands at the bottom with a GRUNT and a HEAVY THUD, next to DAWN, coughing and gagging, the wind knocked out of her. DIRT falls in on top of them.

Buffy brushes the dirt off her, then looks up, blanches, then suddenly rolls away as

A SWORD lands where her head had been, sticking straight into the ground.

BUFFY exhales and warily takes in her surroundings, though she can see little as it's dark down there. What we may see are tree roots, portions of coffins, bones and other decayed remains, sticking out from the walls of dirt.

EXT. CEMETERY - MEANWHILE - NIGHT

ANDREW and JONATHAN pick themselves off the ground. They look at

THE HOLE in front of them that swallowed up the Slayer.

XANDER, on the ground, unconscious, appearing, for all intents and purposes, dead.

ON JONATHAN, as he turns to Andrew.

Andrew nods and without another word, they turn and run off.

INT. MAGIC BOX - PRE-DAWN

THE DOOR to the TRAINING ROOM swings open and off its hinges, revealing

ANYA, groggily stumbling into the shambles of a shop, holding her head. As she takes in the carnage, she stops when she sees...

She makes her way over to his body, lying amid the rubble, and kneels beside him.

ON GILES - pale and lifeless, his eyes close.

ANYA, holding her breath, reaches out to touch his face when suddenly his eyes open, staring upward. She GASPS. And his eyes shift to look at her.

Giles eyes drift off her, staring out into nothing.

OFF ANYA's reaction...

INT. PIT - DAWN

CLOSE ON HANDS gripping a TREE ROOT, sticking out from inside the hole, from which we see the barest of early morning sunlight streaming in.

WIDEN to see BUFFY, trying to haul herself up, clutching at the dirt with her other hand. Clumps of dirt fall away dropping into the pit near

DAWN, below her, watching. Beside her, a ROTTED OUT COFFIN on which BUFFY is standing. [NOTE: We may notice here that both swords are lying on the ground.]

BUFFY pulls harder, lifting herself into the air, attempting to climb up when

THE ROOT breaks, sending BUFFY crashing back down onto the coffin, the lid collapsing under her.

ON BUFFY, suddenly aware of her position, pushes herself off the crushed casket and shields Dawn as MORE EARTH breaks away from the low ceiling and falls around them.

Dawn looks at Buffy, who seems particularly unnerved.

Buffy just looks up at the opening.

Buffy looks at her, shakes her head, but doesn't answer. She peers around the pit, as does Dawn.

Buffy looks uncomfortable at that observation, a reaction that doesn't go unnoticed by Dawn.

Buffy moves to the outcroppings of another coffin, grips it and tries to wrench it out of the wall.

Failing, BUFFY stops. She glances around and sees

THE SWORDS on the ground. Buffy takes one of the swords and uses it as a digging tool, jabbing it into the dirt wall around the coffin.

Dawn looks at her.

Buffy looks up at her, unsure of her meaning.

Buffy stares at her for a moment. Then, realizing her source...

Buffy hesitates.

Buffy looks at her for a few moments, trying to rationalize the truth of it.

Buffy looks at her. After a moment...

Buffy moves to the opening and looks up. Dawn following.

EXT. EDGE OF CEMETERY - CONTINUOUS - DAWN

Xander peers down into the pit, nursing the bump on his head.

Xander looks around.

A small piece ground on which he's leaning breaks away, falling into the hole, sending more clumps of earth breaking away from the hole and into the pit. Dawn YELPS as Buffy pulls her aside.

As he stands...

INT. PIT - CONTINUOUS - DAWN

FLASH! ANYA apparates before her, accompanied by the requisite SMOKE and MYSTICAL ENERGIES, which cause more earth to break off from the walls. The coffin Buffy was trying to free becomes dislodged and crashes to the ground.

EXT. BLUFF - DAWN

CLOSE ON GROUND, swelling and cracking, a DEEP RUMBLING coming from below, as

THE DILAPIDATED SPIRE of a ROTTED OUT STEEPLE pokes out, RISING UP at a skewed, crooked angle, shaking violently as it does. Various and hideous GARGOYLES are revealed, mounted to the sides of the steeple.

ON WILLOW standing before it. STREAKS of MYSTICAL ENERGY course around her. Her eyes are black and her brow is furrowed in concentration. She raises her outstretched arms, palms up, as if lifting a great weight. Then the RUMBLING stops, and the MYSTICAL ENERGY dissipates...

COME AROUND WILLOW and CRANE UP on...

A SCARRED AND CRACKED STATUE mounted at the base of the steeple -- A nightmarish effigy of a Medusa-like SHE-DEMON standing at the base of the temple. Snakes for hair, forked tongues protrude from BOTH of TWO SNARLING MOUTHS with rows of razor sharp teeth.

As we rise further, we see, beyond the steeple, we're on the cliff overlooking Sunnydale, seen in Amends.

INT. PIT - MEANWHILE - DAWN

Buffy looks at her.

Anya just looks at her for a moment, trying to maintain her composure. Dawn and Buffy are already getting the picture when she says:

Dawn and Buffy react.

ANYA looks at both of them, one last time...

...and VANISHES. Silence for a beat. Then a look of fierce determination crosses Buffy's face and she moves toward the opening.

She moves to the fallen coffin and drags it over to the other one.

As Buffy continues to talk to Dawn. On the RIGHT of the screen, as if Buffy's words are finding her, we...

EXT. BLUFF - MEANWHILE - DAWN

DOLLY IN ON WILLOW, from behind, as she stares up at the statue of Proserpexa, muttering some incantation.

Willow suddenly pauses and turns her head slightly, as if having heard what Buffy just said.

INT. PIT - CONTINUOUS - DAWN

Buffy freezes, hearing:

Dawn looks at her quizzically.

INT. MAGIC BOX - MEANWHILE - DAWN

ON GILES, his head propped up on his rolled-up jacket. Anya, beside him, wiping his brow. He's weak and barely holding on, but he reacts, hearing the conversation.

EXT. BLUFF - MEANWHILE - DAWN

Willow's turned toward the camera now, facing away from the effigy. Her face is creased with tortured emotions running through her. This is between her and Buffy.

INT. PIT - CONTINUOUS - DAWN

Buffy listens, as Dawn stares at her.

Buffy holds up a hand to silence her.

EXT. BLUFF - CONTINUOUS - DAWN

INT. MAGIC BOX - CONTINUOUS - DAWN

ON GILES, agitated, as he listens.

INT. PIT - CONTINUOUS - DAWN

ON BUFFY, wary of where this is going.

EXT. BLUFF - CONTINUOUS - DAWN

PUSH IN on her as her eyes MORPH to BLACK and she adds:

INT. PIT - CONTINUOUS - DAWN

CLOSE ON a BONY PROTRUSION in the DIRT WALL - Suddenly an EARTHY ARM bursts out from it.

BUFFY and DAWN whip around as ANOTHER ARM, then HEAD and TORSO explode outward as large, horrific EARTH MONSTER breaks off from the wall. Dawn SCREAMS. Then a SECOND MONSTER emerges, similarly, from another part of the wall. THEN, A THIRD starts to break free. They're made up of organic material: dirt, rocks, roots, tar, decayed matter and most, importantly, TWO SHARP, SCISSORING, BONE BLADES at the ends of their arms, which they CLICK together menacingly.

PUSH IN on BUFFY, sizing up her none-too-good odds.

INT. PIT - CONTINUOUS - DAWN

BUFFY rushes the two of the encroaching EARTH MONSTERS, hits them both with a flying kick. The monsters are momentarily stunned as she pushes off them into a flip, landing next to one of the SWORDS, lying on the ground.

The MONSTERS attack, jabbing and swiping their bone blades at Buffy, as she brings up the sword to fight them off. They jab and thrust their bone blades at her.

THE THIRD MONSTER breaks away from the wall near Dawn, and makes a move toward her.

Buffy glances over her shoulder at her. She deftly manages to dispatch the first of the TWO MONSTERS she's fighting -- chopping one into pieces -- And kicks the SECOND ONE in the leg. It goes down.

ON DAWN as the THIRD MONSTER is almost upon her. The creature's about to lunge, its finger blades poised, when...

POW! Its struck hard in the head by a roundhouse kick by BUFFY, and staggers back, stunned, just as Buffy sees

A FOURTH MONSTER starting to break away from another part of the dirt wall.

She turns and looks at her sister.

DAWN looks at her. When their eyes meet, Buffy hands her the sword.

Dawn looks at the weapon in her hand, then back to Buffy. They share a meaningful look before Dawn says:

Buffy nods and launches herself back into battle with EARTH MONSTER #2, sweeping up the second sword lying on the ground and attacking.

DAWN looks over at the THIRD MONSTER, grips the handle of the sword tightly, and charges out of frame just as

A FIFTH EARTH MONSTER'S ARM bursts free of the dirt wall, behind where she stood.

EXT. BLUFF - MORNING

ON WILLOW, her eyes still BLACK, as MYSTICAL ENERGY builds around her.

BLACKISH ELECTRICAL ENERGY rises up from the ground around Willow, swirling, as its drawn into her extremities. Then, from her eyes, a CONCENTRATED BEAM of the same energy is funneled into

THE EFFIGY, which begins to GLOW RED, as if heated from within.

ON WILLOW, her head tilts back a bit -- though never taking her eyes off the effigy -- and her arms fall out to her sides, as if she's letting go of herself, giving herself over to the forces at work.

A VIOLENT TREMOR shakes the Earth around her, accompanied by a DEEP, LOUD RUMBLING, though she pays it no mind.

THE EFFIGY, now GLOWING BRIGHT RED.

ON THE GROUND AT THE BASE OF THE EFFIGY - An ever-widening circle of scorched earth, dead grass, red-tinged around the edges, spreading outward.

ON WILLOW, still focused on

HER POV - THE EFFIGY as

XANDER suddenly appears, blocking the idol from her view, breaking her contact with it.

ON THE EFFIGY, as the glowing fades, though not completely. The energy dissipates.

ON WILLOW - She blinks her eyes open, revealing them to be normal again, as she looks at him, incredulously.

She gestures. He's suddenly THROWN BACK, slamming painfully against the base of the statue, with bone CRACKING force.

ON WILLOW - Her brow furrows, as a look of remorse crosses her face.

INT. MAGIC BOX - MEANWHILE - MORNING

CLOSE ON GILES - his eyes blink open, staring off at nothing.

WIDEN to see ANYA kneeling beside him. He appears to be very weak, barely hanging on, his breathing shallow. She eyes him, confused.

SUDDENLY, the shop is rocked by another violent TREMOR. Dust falls from the ceiling and the rubble of the store shifts around. Anya YELPS.

Panicking, she tries to rouse Giles, tears in her eyes.

ANOTHER VIOLENT TREMOR HITS. As it subsides...

She GASPS when Giles' hand comes up and touches hers. She looks at him and sees his eyes are slightly open and looking at her with affection.

INT. PIT - MEANWHILE - MORNING

ON BUFFY, taking on the TWO NEW EARTH MONSTERS (#4 and #5 for those keeping score). BODIES (OR PARTS) of the others are sprawled across the ground.

SUDDENLY the Pit is rocked by ANOTHER TREMOR. A substantial amount of dirt collapses into the space, from the walls and ceiling.

BUFFY eyes the cave-in warily, as she fights, knowing the cause and what it means.

ON DAWN taking more of a defensive posture against MONSTER #3, occasionally swiping away at the creature, cutting off bits of dirt and wood. The beast manages to lunge in and SLICE her upper arm. She SCREAMS in pain and drops her sword.

She steps up her attack.

As EARTH MONSTER #3 moves in on Dawn. He takes another swing at her. She falls back, narrowly avoiding the blades. The monster advances. It's fingers "CLICKING" together with anticipation, it raises its scissor claw to stab her.

BUFFY dispatches both of her attacking MONSTERS and turns as...

DAWN makes the coolest dive into a roll past MONSTER #3, grabbing her dropped sword. As the MONSTER turns on her she thrusts the sword into the creature's mid-section, twisting the blade for maximum damage...

BUFFY, stands stunned, watching...

In a fluid move, Dawn draws out the sword and swings it again, DECAPITATING Monster #3. Its headless body drops to the ground with a thud.

REVERSE ON DAWN, breathing hard, taking it all in herself. Then sensing her sister's eyes on her, turns and looks at an incredulous Buffy.

Buffy just looks at her, speechless. Which is good because...

ANOTHER and YET ANOTHER EARTH MONSTER (#6 and #7) break away from the walls on either side of them.

BUFFY and DAWN whip around, back-to-back, their weapons poised, readying themselves for another attack.

INT. BLUFF - MEANWHILE - MORNING

ON THE EFFIGY - IN FULL GLOW AGAIN, as the BLACK ELECTRICAL ENERGY streams into it from Willow.

ON WILLOW's FEET as the scorched earth spreads wider around her now, the CGI LIFE FORCE flowing into her. TILT UP to see

She's BLACK-EYED, once again, and back to work, focusing on the statue as

ANOTHER TREMOR strikes.

XANDER, on the ground, stirs, holding his chest, as he's no-doubt cracked a couple of ribs.

But he rises, breaking the connection between Willow and the effigy once again.

This makes Willow furious.

WILLOW makes a slashing motion in the air.

XANDER stops as THREE LARGE CUTS open on his face, as if he scratched them there. He winces, touches the blood on his face and looks at it. Then, at her.

She slashes at him again.

XANDER's shirt tears at the shoulder as larger, deeper wounds appear. He almost doubles over from the pain. But, again, he looks at her.

She BLASTS him with a bolt of ENERGY, knocking him down. She looks at him, her face etched with sorrow.

ON XANDER, as he picks himself up. He catches his breath, stares up at her again. Then begins to stagger toward her.

She BLASTS him again. He GRUNTS at the impact, but this time, he doesn't go down. As if her assault has lost some of its strength.

She sends another BLAST, but he barely registers it when it hits him. He keeps coming.

He reaches her and she starts to hit him, with her fists, shaking her head. He withstands her blows, but on his injured body, they do inflict pain.

Willow falls to her knees, sobbing. Her hands over her eyes, her black hair suddenly MORPHS back to its normal red. Xander gently puts a hand on her shoulder.

ON THE EFFIGY - AS THE GLOW burns out, a flame extinguished.

INT. PIT - MEANWHILE - MORNING

ON BUFFY and DAWN, shoulder to shoulder, fighting off the TWO NEW EARTH MONSTERS when

THE MONSTERS suddenly freeze in their tracks, and with pain-racked SCREECHES, they collapse into MOUNDS OF DIRT.

ON BUFFY and DAWN, looking stunned.

INT. MAGIC BOX - MOMENTS LATER - MORNING

ON GILES, his eyes open, looking stronger now, and he pushes himself up to a sitting position.

ANYA, tear-streaked, stares at him, gratefully amazed to see him so... alive.

He looks at her.

Anya hugs him, fiercely. Giles GRUNTS with discomfort.

She releases him.

ON ANYA, registering Xander's heroism and success. Her expression softens a bit and she appears subtly proud, despite herself.

INT. PIT - MEANWHILE - MORNING

BUFFY surveys the surroundings, her weapon poised, unable to believe there are no more monsters to fight.

DAWN comes up next to her.

BUFFY glances at her for a moment. Then, lets the sword slip out of her hand. Her composure begins to crack as she drops down to the ground, exhausted. She begins to weep.

DAWN looks at her, devastated to see Buffy's apparent unhappiness at the news. She starts to become irritated.

She suddenly realizes Buffy is laughing through her tears.

Buffy looks at her.

She hugs Dawn, crying on her shoulder.

She pulls away and looks Dawn for a moment, touching her face.

She gets up and moves to the coffin that had fallen out of the wall earlier. She's limping a bit. She starts to drag the coffin toward the center of the pit.

Buffy stops.

Dawn takes this in. Moved.

Buffy moves close to Dawn again.

Both of the girls are near tears now. Buffy touches Dawn's face tenderly.

A SONG BEGINS, leading us into a montage:

EXT. EDGE OF CEMETERY - SOON AFTER

PUSH IN on HOLE as suddenly a HAND reaches out of it, gripping the ground. Then, another hand appears, as BUFFY pulls herself up. Once, she's secure, she turns and reaches back into the hole to pull up

DAWN, who grabs hold at the lip and, with Buffy's help, pulls herself out. Buffy crawls out right after her. As they squint into the morning sun...

INT. BLUFF - MORNING

XANDER kneeling next to WILLOW now, holding her as she cries.

INT. MAGIC BOX - MORNING

ANYA helps GILES to his feet and, with his arm around her shoulders, they cross to exit the ruined store...

INT. TRUCK CABIN - MORNING

CLOSE ON SCARY TRUCKER at the wheel of his big rig, chewing on a toothpick. The guy's seedy looking and big, REALLY big with several days growth of beard. Plus, he's got Manson eyes. He turns his head to offer a lascivious leer at

JONATHAN and ANDREW, sitting next to him.

The boys share a look, then attempt to scoot over, as far away from the Trucker as possible, eyeing him with oh-so-much wariness.

OMITTED

EXT. EDGE OF CEMETERY - MORNING

BUFFY and DAWN are on their feet now, brushing themselves off. Buffy suddenly pauses, seeing something. She takes a few limping steps toward it.

SWING AROUND INTO A REVERSE ANGLE - To see she's looking at a VISTA of rolling hills and greenery under a beautiful, perfect spring sky.

WIDEN on BUFFY'S BACK as Dawn steps in beside her, taking in the same view. Buffy glances over and puts her arm around Dawn's shoulder.

REVERS and CRANE UP on them as they walk away from the cemetery and toward this beautiful world.

END MONTAGE as we...

INT. AFRICAN CAVE - LATER

PAN ALONG THE BARREN GROUND, until we come to find

SPIKE, laying on his back, beaten and bloody, seemingly dead. PUSH IN as the SHADOW of a figure moves and looms over him.

Spike's eyes flutter open and he looks up at the unseen figure.

He pushes himself up to address the DEMON of the cave.

A GNARLY DEMON HAND reaches out to Spike's bare chest

As the hand touches him, Spike throws his head back and SCREAMS in agony...