Bargaining - Part 2

July 18, 2001 (White)

Written by: David Fury

EXT. BUFFY'S GRAVESITE - NIGHT

As we left off ...

THE BUFFYBOT, though damaged, gamely tries to fight off a couple of the DEMON BIKERS, as they circle, striking at her from behind.

ON RAZOR, coming at the Buffybot, swinging a thick chain.

The chain wraps around the Buffybot and yanks her off her feet. As the other Bikers move in...

EXT. IN THE WOODS - MEANWHILE - NIGHT

XANDER is about to pick up WILLOW, who's fallen unconscious again, when he hears something coming at him from behind. He whips around, ready to fight, when he sees it's

TARA, and ANYA, emerging from the brush. He exhales, relieved. A pained Tara moves to her girlfriend.

Tara looks up at him but doesn't answer.

With that, motorcycle headlights sweep across their faces as we hear a couple of motorbikes approaching.

Xander crosses to Willow. Tara helps him lift her.

Tara nods and moves off. Anya hesitates.

Xander's turn to hesitate.

He glances over his shoulder as he hears the cycles setting closer.

Reluctantly, Anya hurries off. Xander lifts Willow over his shoulder and, carrying her, stumbles off in another direction.

EXT. BUFFY'S GRAVESITE - MEANWHILE - NIGHT

Amid all the whooping and hollering of the Demon Bikers as they gun their engines, beating on the Buffybot ...

PAN OVER and TILT DOWN to Buffy's grave ...

INT. BUFFY'S COFFIN - NIGHT

ON BUFFY, wild-eyed, panicking, realizing she's entombed, buried alive.

She begins to thrash around. Holding the sides of the casket as if they're closing in on her, her mouth widens to emit a scream, but the only sound that escapes is a horrid DRY RASP which takes us into...

BLACK OUT.

INT. BUFFY'S COFFIN - NIGHT

TIGHT ON BUFFY

pushing and kicking at the side of the Coffin gasping for what little stale air might be trapped inside here with her.

BUFFY'S POV - HANDHELD (as are all her POVs in this episode; FILTERED in a hazy, dreamlike fashion, with SOUND appearing to come from far off) - She frantically claws and pounds at the coffin lid, tearing at the lining.

EXT. DEEP INTO THE WOODS - NIGHT

We hear motorcycle engines roaring in the distance, as well as excited YELPS and HOLLERING...

XANDER, breathing hard, enters frame, still carrying Willow. As they reach a small clearing, Willow stirs ...

Xander lowers her to sit, kneels down beside her.

A MOTORCYCLE engine is revved nearby, with the accompanying HOWL of its rider. Xander gently, but firmly, puts his hand to Willow's lips to quiet her, calm her down. They wait like that for a few moments, as the sound of the engine moves off.

Willow's face goes ashen as she remembers.

Xander tries to ease the blow.

The words catch in her throat as the pain of the reality sinks in.

SLOW PUSH IN on her, as tears come.

INT. BUFFY'S COFFIN - NIGHT

BAM!

BUFFY, her knuckles and fingernails now raw and bloody, manages to smash through the coffin lid. Pulling her fist out, dirt begins to stream in.

BUFFY's POV - HANDHELD - FILTERED

with all her might, GRUNTING, she pulls down on the splintered wood around the hole she's made, and the dirt stream becomes torrential.

NEW ANGLE

as she spits and coughs, then, holding her breath, pulls herself up through the opening and starts to dig her way out.

EXT. ANOTHER PART OF THE FOREST - NIGHT

ANYA, looking around, evidently lost, when she hears a sharp WHISTLE and:

Anya, unnerved, backs away from the direction of the voice when suddenly she's grabbed from behind and lets out a small YELP, as she's yanked into some thick bushes.

NEW ANGLE as Anya turns to find it's TARA that grabbed her.

Tara clamps a hand over Anya's mouth as

ANGLE ON MAG and another Hellion, KLYED, converging on foot, stopping next to the girls' hiding place.

Mag grabs him by the throat.

He releases Klyed, surveys the area again, takes a whiff as if searching for a scent. Then...

The Demon Bikers move off, back where they came from.

ANGLE ON Anya and Tara in their hiding position as they listen to them leave.

Tara rises and checks the coast. Anya rises with her ...

Tara starts off. Anya follows.

EXT. BUFFY'S HOUSE - NIGHT

CLOSE ON MAILBOX at the curb. A small sign attached atop reads: "Summers." A MOTOR ROARS and

SMASH!

The mailbox is knocked off its post by a Hellion wielding a baseball bat, riding on the back of a motorbike. He HOWLS his delight.

WIDER ANGLE

The DEMONS roar past the Summers house, bashing garbage cans, smashing the windshield on a parked car. As they pass, we pick up ...

CLOSE ON DEMON HAND igniting a LIGHTER.

WIDEN as the Lighter moves to light the fuse on a MOLOTOV COCKTAIL in the demon's other hand.

REVERSE ANGLE as the Hellion flings the bottle at the front door of a house.

ANGLE ON BUFFY'S HOUSE - We HEAR the explosion.

PUSH IN on the front window as fire reflects off the glass and we see

DAWN, peering out, watching, with terrified fascination.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

SPIKE is rummaging through the weapons trunk, though only producing a wooden stake or two. He mumbles to himself as he reaches in.

He waves the pain off his singed hand, then glances up and notices DAWN at the window.

He crosses, pulls her away, then peers out himself.

HIS POV, THROUGH WINDOW: ONE OF THE DEMONS rides his bike up the front lawn of the house across the street, hops off and kicks in the door.

ON SPIKE, coming to a realization.

ON DAWN, arriving at the same thought.

Spike glances back at her.

They share a look for a beat until a SCREAM emanates from the house across the street.

SPIKE looks out the window again then moves away from it.

He takes Dawn's arm and moves toward the kitchen.

Spike looks at her as she corrects herself.

He pauses, seeing the fear in her eyes, and softens.

Dawn studies him for a moment.

He takes her arm again and pulls her toward the kitchen.

EXT. BUFFY'S GRAVESITE - NIGHT

Quiet. SLOW PUSH IN on grave ...

A FIST punches through, feverishly claws at the ground, then another hand appears, then

BUFFY pulls herself up out of her grave, wild-eyed, wheezily gasping for breath.

BLACK OUT.

EXT. BUFFY'S GRAVESITE - NIGHT

Moments later...

BUFFY gets to her feet -- Dirty, bleeding, thoroughly freaked. Something catches her eye. She slowly looks over at it and freezes ...

ARC around her as she steps toward the gravestone. Her gravestone.

ON BUFFY, squinting at it with abject horror.

EXT. NEIGHBORHOOD STREET - A LITTLE LATER - NIGHT

The streets are seemingly deserted, though we hear SHOUTING, CAR ALARMS, SIRENS, etc., somewhere in the distance.

CRANE DOWN to find BUFFY numbly wandering down the middle of the street, looking around.

HER POV HANDHELD - FILTERED - Everything looking ugly and alien.

ON BUFFY - A flickering glow appears on her face, getting brighter as she moves closer to it.

A Sunnydale police car BURNS at the side of the road, its tires slashed, windows and taillights broken.

Buffy stares, incredulously, at the blazing fire for a beat, almost hypnotized by it, when...

RRROOOAR! Seemingly from nowhere, a HELLION, gunning his motorcycle, roars up behind her.

Buffy spins around and flinches as he goes by, smashing his beer bottle on the ground at her feet, spraying her with glass and beer, CACKLING.

OVER BUFFY'S SHOULDER as she watches the Demon Biker make a SCREECHING turn at the corner, disappearing, the sound of his engine fading away.

ON BUFFY as she continues on, silhouetted by the raging fire behind her.

INT. MAGIC BOX - NIGHT

TARA and ANYA scramble inside from the back alley side entrance and slam the door shut behind them.

Anya steps toward the front of the shop, looking around, as Tara moves toward the back area.

Tara shoots her a look. Anya realizes.

They hear a CRASH outside.

They move to the front window and peek out to see

THEIR POV - THROUGH FRONT WINDOW - A DEMON BIKER smashes the display window of the bookstore across the street with a trash can, simply for the sheer pleasure of it.

A few other HELLIONS, over by the Espresso Pump, terrorize an unfortunate couple caught outside. One Demon holds the GUY as another beats him up. The third paws the GIRL, despite
her cries of protest. As the Guy takes another punishing slug to his jaw...

ON ANYA, reminded of the danger out there, her concern growing.

Anya turns to Tara, panic setting in.

Anya moves back into the room, holding her stomach. Tara follows.

Tara grabs Anya by the shoulders, trying to calm her.

Anya searches her feelings for a moment, then:

Tara nods and pulls her into an embrace. A look of relief comes over Anya.

ANGLE ON TARA'S FACE - Unseen by Anya, Tara's expression changes to reveal her intense worry and fear, belying her calm demeanor.

As an idea occurs to her, she separates from Anya and moves to the table.

Tara sweeps the table clear and climbs on top of it.

She sits cross-legged on the table and closes her eyes.

EXT. WOODS - NIGHT

It's real quiet now and very creepy. Only the ambient noises of crickets and other earthly creatures of the night.

CLOSE ON XANDER supporting a still shaky WILLOW as they move blindly forward in the dark.

He points up at it. Willow looks.

Willow moves to sit on a dead, fallen tree.

Xander studies her for a moment.

She looks up at him.

After a few beats, Willow stands. Xander moves to help her. She waves him off.

Willow spots something past Xander.

Xander turns.

WILLOW'S POV - A bright POINT OF LIGHT deep in the forest, weaving among the trees, getting closer.

ON XANDER, looking.

HIS POV - the light converging on them very quickly.

ON WILLOW, taking a tentative step toward it.

Xander eyes her, disbelieving.

Xander picks up a large stick, and bravely gets ready to take on the invader.

Xander pulls her behind him and stands his ground.

The LIGHT suddenly and startlingly bursts through the flora and is upon them. It's a little ball of light, a firefly, a slightly larger version of the one Willow conjured in "Fear, Itself." It flies around their heads. Willow recognizes it.

Xander cowers from the flitting thing, freaking.

Xander calms as he watches the ball of light flit around Willow's head, almost giddily, affectionately.

A smile comes to Willow's lips.

As Xander gives her a look, the light moves off again.

She follows it.

Xander hesitates for a moment, uncertain, then joins her. On his back, as they disappear into the dense brush:

EXT. DIFFERENT RESIDENTIAL STREET - NIGHT

BUFFY is trudging along on the sidewalk. She looks around trying to get her bearings; then pauses to rest, leaning against a car at the end of a driveway. Suddenly...

THE CAR ALARM is tripped and blares loudly. As Buffy backs away from the noise, a bright beam porch light comes on.

Buffy snaps her eyes shut, trying to blink away the momentary blindness (as it's the first real light to hit her eyes in months).

BUFFY'S POV.- HANDHELD - FILTERED - Amid the harsh glare of the porch light, a shapeless Form appears, pointing something at her, though we can't make out what it is.

CUTTING OUT, we see the Form is

A HOMEOWNER, skittish and angry, leveling a shotgun at her.

Buffy hesitates, shaking her head as if to say she means no harm. Taking it as a refusal to his demand...

He swings the gun around and wields it like a club, intending to bash her brains in.

Buffy staggers away, the Homeowner in the background.

EXT. BUFFY'S STREET - NIGHT

SPIKE and DAWN, lurking in the shadows, peer around the corner of a house, checking the coast.

He creeps a few steps forward to get a better look.

SPIKE'S POV: He watches as another couple of Hellions ransack an abandoned house across the way. A chair comes CRASHING though the front window, coming to rest on the lawn.

Dawn comes up behind Spike.

She looks at him watching raptly, trying to read his thoughts.

Feeling her gaze, he glances at her.

He stops when he hears a HIGH-PITCHED HOLLER and the roar of a motorcycle coming down the street. Spike looks over at

HIS POV: Some sports equipment lying in a neighbor's yard: A bat, balls, shoulder pads ...

Spike reaches down, presumably for the bat, but coming up with a football helmet instead. He tosses it to Dawn, who looks at it, not understanding. Spike signals for her to wait, then moves off.

ANGLE ON HELLION zooming along on his hog. He glances up to see

SPIKE (PUSH IN), standing in the middle of the road, waiting.

THE BIKER gives his motorcycle more gas and bears down on him.

Spike waits.

As the motorcycle is upon him, Spike leaps up into the air and kicks the Demon hard in the chest and head, knocking him off his bike. The Demon hits the ground hard as his chopper skids to the pavement.

SPIKE lands on his feet, looks toward Dawn and lets out a loud whistle.

Understanding now, Dawn traps on the helmet as she hurries over to Spike, who retrieves the motorcycle.

NEW ANGLE: TWO HELLIONS emerge from the house, having heard the commotion and see

SPIKE and DAWN, OVER THE DEMONS' SHOULDERS, speeding away on the stolen motorcycle.

INT. MAGIC BOX - NIGHT

CLOSE ON the alley side door as it's POUNDED upon from outside.

WIDEN as Anya approaches, apprehensively, talking through the door.

A familiar voice interrupts her from the other side of the door.

Tara crosses in as Anya excitedly unbolts the door, admitting Xander and Willow.

She throws her arms around him and they hold each other.

Willow goes to Tara and falls into her arms. Tara holds her, strokes her hair, kisses her head. After a moment.

She gently pulls away and sits down, aided by Tara.

She shrugs and shakes her head.

The three girls turn and look at him blankly.

The others share a look. Good question.

Invoking her name causes Willow to react brusquely.

A weighty silence falls among them.

A LOUD CRASH is heard outside, perhaps another front window being smashed, followed by howls of laughter.

EXT. PARKING LOT/STREET - NIGHT

CLOSE ON RAZOR, his face aglow from reflected flames.

WIDEN as, before him and amid CHEERING, a DEMON BIKER takes a swig of whiskey then brings a burning torch to his mouth and BLOWS FIRE high into the air and across the screen.

CUT OUT to find they, and roughly twenty other HELLIONS, are in a convenience store parking lot, swigging beer and whiskey from bottles, whooping it up.

They CHEER Razor's words and those on bikes GUN THEIR ENGINES. All around, FIRES burn in steel barrels lined about the area. It's all very pagan, savage, post-apocalyptic.

ANGLE ON BUFFY, still walking numbly in the middle of the street, when she hears--

More CHEERS and ENGINES GUNNED.

Buffy glances over at

HER POV - HANDHELD - FILTERED - The biker crowd in the parking lot.

ON BUFFY, as she moves toward it.

BACK ON RAZOR

NEW ANGLE: MAG ties the end of a chain to the back of a motorcycle.

ANOTHER ANGLE: KLYED tying a chain to the back of a cycle facing the opposite direction.

ON RAZOR, bringing up a 38-caliber REVOLVER into view. He loads a bullet as he speaks.

He slaps the chamber closed.

ON BUFFY, approaching from behind, unnoticed by anyone.

ANGLE ON motorcycle with chain tied to the back as the rider kick starts it.

ANGLE ON other motorcycle with chain being kick started.

ANGLE ON another.

ANGLE: And another.

ON BUFFY, as she peers through a break in the crowd. She sees something and her eyes widen.

BUFFY'S POV: THE BUFFYBOT, standing in the middle of the lot. It's scuffed, clothes are torn... It's been abused. From a few damaged points, errant wires stick out, and a spark or two sputters. It seems confused, though not scared, as each of its limbs is chained to the back of four different motorcycles.

RAZOR holds up the revolver...

... and fires into the air.

ANGLES: The Bikers take off ...

ON BUFFY, watching with mounting horror.

At that moment, THE BUFFYBOT glances over and sees her. They lock eyes for a moment. The robot's expression is impassive. Buffy's eyes widen in anticipation of what's to come.

THE BUFFYBOT opens its mouth to say something to Buffy when the chains go taut and the robot is suddenly and (as described) really REALLY violently, torn apart. Drawn and quartered. The crowd HOWLS its delight.

ON BUFFY, her anguish and terror at seeing her own horrific death, wells up inside her and explodes into a SCREAM of:

The crowd quiets and turns to look at her.

ON RAZOR, scrutinizing her for a moment.

PUSH IN CLOSE as he adds.

THE BIKER MOB, crazed with bloodlust, rush at Buffy.

PUSH IN ON BUFFY, staring back, wide-eyed with fear, and recoiling, as we

BLACK OUT.

EXT. STREET - NIGHT

TRACKING WITH BUFFY, terrified, as she runs from the Hellions chasing her - most on foot, some on motorcycles.

TWO BIKERS zoom past her, then swerve their bikes around, cutting off her escape. Buffy skids to a halt, than sprints off in another direction, the Hellions on wheels on her tail.

NEW ANGLE: Another comes at her, dangling a chain. As it reaches her, the Demon swings the chain, Buffy ducks and the chain wraps around the throat of the Hellion chasing her. Both Bikers fall off their motorcycles.

ON BUFFY, tearing off down another road...

EXT. ALLEY - MEANWHILE - NIGHT

TRACKING with Willow and Tara, followed by Xander and Anya, as they make their way down the alley. Willow's armed with a crossbow, Xander with a battle-ax.

ON TARA watching Willow a beat as they walk.

Willow doesn't look at her, just keeps walking.

Beat.

Tara starts to protest, but Willow stops her by putting a hand on her arm, clearly not resentful, just mournful and guilty. Tara folds her into her arms.

EXT. STREET - NIGHT

ON BUFFY, as she's chased by KLYED and MAG, who gun their engines, converging on her.

Buffy makes a dash for a dumpster by an industrial looking building. She leaps onto it, and flips over a fence ...

EXT. ALLEY - NIGHT

TRACKING, as before, with Willow and the others. This time favoring XANDER and ANYA, in (hushed) mid-conversation.

Suddenly something shadowy jumps out, landing in front of them.

He instinctively pushes Anya back, protectively.

Willow raises up her crossbow, pointing it at the filthy thing in front of them as it rises up in the foreground and they see...

ON BUFFY - Just looking at them, eyes darting around, feral.

PUSH IN on WILLOW as she takes a step forward, the first to realize ...

BUFFY focuses on her for a half beat, then suddenly turns and runs away from them.

Stunned, the others share a look. Then tear after her.

EXT. ANOTHER PART OF THE ALLEY - CONTINUOUS - NIGHT

The gang runs down the alley, searching.

They come around a corner to find Buffy at a dead end. She crouches like a caged animal, looking around her.

Buffy doesn't look or answer, only searches for some escape.

PUSH IN SLOWLY ON XANDER, as he begins to understand, to his horror.

Willow cups a hand over her mouth.

They look back at

BUFFY, huddled up in the corner of the alley.

Willow turns away, devastatingly affected by this revelation as Xander takes a step toward Buffy.

A beat of tense silence. They're stumped as to what to do. Then, Anya carefully moves toward Buffy.

Buffy seems to peer up at that.

Buffy's face goes hard as she's looking past Xander at:

The others pivot around to see

RAZOR standing behind them, along with six other Hellions. Most armed with chains, bats, pipes. The gang (formerly known as Scoobies) are cornered.

ON BUFFY, peering at the demons through the matted hair hanging in her face.

HER POV - HANDHELD - FILTERED - ON RAZOR, his voice sounding a million miles away.

ON XANDER, putting up a brave front.

Razor turns to Xander, eyeing him threateningly.

Razor makes a move toward Xander. Tara whispers:

--and a jet of flame erupts between them, starting Razor back. But it's gone as soon as it appeared, like a magician's trick. Razor is still superior, but more cautious now.

During a lot of this we see Buffy, uncomprehending, and her distorted POV of the stand-off.

Beat.

He back hands her in the face. She goes flying back, lands in a clatter pile of trash cans. Xander moves forward but Razor clips him before he can even swing his axe. Tara and Anya both move to their mates, terrified.

ANGLE: BUFFY

Who, during the following, slowly rises.

Buffy is slowly moving toward him. Her face getting less confused, more focussed.

He notices Buffy finally, who steps right in front of him.

He punches her in the face. She takes the blow hard but doesn't so much as rock back. Looks at him, feeling the bit of blood on her lip.

ON BUFFY, her eyes narrow on Razor as long dormant instincts kick in.

Razor takes another swing at Buffy. She blocks it, then cracks him across the jaw. And again. Then slams him in the face with her heel, snapping his head back.

RAZOR hits the ground hard, out cold.

Both gangs are stunned, taking in what just happened. our guys look at

BUFFY, who stands over Razor's prone body, breathing hard. After several beats ...

Our guys look over at the demons, who share a look, then CHARGE!

They engage. Willow fires the crossbow, Xander swings the ax.

ON BUFFY, ferocity building as she leaps into the fray, taking on most of the Hellions single-handedly.

AS THE BATTLE RAGES ...

EXT. STREET/PARKING LOT - NIGHT

SPIKE and DAWN zoom along on the motorcycle. Dawn spies something and points.

Spike steers the bike into the heavily littered, but no longer populated, convenience store parking lot. The barrels still burning.

NEW ANGLE as they come to a stop, looking down at something, disturbing to both. Dawn numbly slips off the motorcycle and removes the football helmet, never taking her eyes off of

HER POV - The head and torso of the BUFFYBOT, its expression frozen into some benign half-smile, eyes wide open.

Dawn lets the helmet fall to the ground as she moves to the dismembered effigy of her dead sister. Spike stands behind her, clearly affected, but trying to hide it.

As she tears up, kneeling by the robot. Spike looks off then crosses away.

ON DAWN as she reaches to touch the robot's face, perhaps to close its eyes, when suddenly...

THE BUFFYBOT unexpectedly turns its head to look at Dawn. Dawn GASPS and yanks her hand back.

PUSH IN on Dawn as this sinks in-

SPARKS sputter from one of its "wound" and it falls into a dead, suspended state again.

DAWN rises, contemplating the robot's words, then turns and runs off.

NEW ANGLE: SPIKE rising up holding one of the Buffybot's mangled legs, untangling the chain still attached to It.

He calls off toward Dawn, still scrutinizing the leg.

He looks up and notices for the first time that Dawn's not there.

He looks around, panic starting to set.

NEW ANGLE - DAWN, running down the street, with purpose. Ignoring or not hearing:

As Spike's voice ECHOES ...

EXT. ALLEY - NIGHT

THE FIGHT CONTINUES.

Most of the Hellions lay dead. As the rest of our gang finish off their opponents, Buffy batt1es the two remaining Hellions, one armed with a pipe, the other a knife.

In mid-tussle, the pipe-wielding Hellion raises his weapon to strike, Buffy grabs the arm of the knife-wielder, SNAPPING IT, and manages to jab her attacker, killing him.

Xander gets up in time to see Buffy finish off the other Hellion by breaking his neck.

As the dust settles, everyone comes together near Buffy, surveying the carnage.

Xander stares at Buffy, who's looking off.

BUFFY's head snaps up to look at him.

Buffy backs away.

Buffy suddenly turns and runs down the alley.

CLOSE ON RAZOR as his eyes snap open.

Unseen by anyone, RAZOR rises up behind them, looking around at his slain brethren.

Razor brings up his fist and the switchblade claws snap open.

BLACK OUT.

EXT. ALLEY - NIGHT

Continuous.

NEW ANGLE as ANYA catches sight of

RAZOR about to strike.

Xander jumps out of the way, tripping, as Razor swipes at him, missing. RAZOR glares at Anya and the others who back away. Then he turns back to Xander and moves in on him. Xander scrambles and crawls out of reach...

As he closes in...

EXT. STREET CORNER - NIGHT

BUFFY runs into frame, breathing hard. She comes to a stop by a spiky WROUGHT IRON FENCE. Then, she hesitates, holding her breath. Something occurs to her or she senses something. She looks off as a thought seeps into her consciousness.

As she straightens, about to act on this new idea ...

A HELLION jumps out from the darkness and attacks her.

BUFFY wails on him. She jams her foot into his kneecap, smashing it, then slams him down onto the spikes of the iron fence, impaling him.

She takes off as the Hellion exhales his last breath and dies.

EXT. SUNNYDALE MAIN STREET - NIGHT

DAWN runs into frame. She hesitates for a moment as she takes in the scene around her.

REVERSE ANGLE - The street looks like a war zone. Alarms blare. A broken fire hydrant sprays water into the air. A couple of power lines, dangle from poles emitting sparks.

Littered about are the shattered remnants of windows, merchandise from looted stores, and many, many beer bottles.

A FEW DRUNK HELLIONS (including KLYED) loiter, cleaning out the pockets of a couple of their victims lying dead in the streets, going through wallets, etc..

DAWN, as she continues to hurry through, trying not to be noticed.

KLYED spots her. Says low and creepy:

DAWN picks up her pace, running now. They chase her.

Dawn looks back at the two Hell-ions chasing her and runs smack dab into

ANOTHER HELLION. The Hellion grabs her by the jacket. She SCREAMS, pulls away.

The jacket tears and she manages to escape his clutches.

As Klyed and his friend reach the other HELLION, they stop and watch. Klyed waves a dismissive hand at her fleeing form, having lost interest.

EXT. ALLEY - MEANWHILE - NIGHT

RAZOR swats at Xander catching him slightly across the shoulder. Xander stumbles back and falls.

As Razor moves in, Xander spies

HIS POV - A metal garbage pail lid.

Xander picks it up and holds it in front of himself as a shield.

Razor's claw slices through it like paper.

WHAM! Razor's hit in the head with a pipe. He snarls in pain and turns to see

ANYA wielding the pipe. Willow and Tara standing next to her, holding a bat and chain.

He starts to converge on the women, when, suddenly, and somewhat surprisingly, they charge him. They get in a few sharp blows before he manages to throw them off.

ON WILLOW - She looks up, willing her strength to return. Her eyes go black.

She tosses out her empty hand and a grayish glob of energy appears, turning solid and viscous, as it hits Razor in the face, sticking there like fly paper.

ON RAZOR, blinded and enraged, trying to pull the energy glob off ...

EXT. STREET CORNER - NIGHT

ON DAWN, slowing her run as she comes upon the IMPALED HELLION Buffy had left there. She squints at it for a moment and starts to continue on when she hears MOANING...

NEW ANGLE - A semi-conscious Demon Biker lies in the gutter down the road, his nose spurting blood.

WIDEN as Dawn crosses by it then looks further down the road as she follows the trail of violence.

EXT. CONSTRUCTION SITE - NIGHT

LOW ANGLE - BUFFY steps into frame, staring up at something. So much pain and confusion creasing her brow.

WIDEN and TILT UP to see she's standing at the foot of Glory's tower (from episode 11). The tower from which she fell to her death.

NEW ANGLE ON BUFFY as she looks off, crosses to the stairs and starts to climb...

EXT. ALLEY - MEANWHILE - NIGHT

Anya pounds away at Razor with the pipe as he struggles to break free of the energy glob.

Tara moves in to do just that, but Razor manages to break free of the energy blob and grab Tara. Xander rushes in to help her, but gets an elbow in the face and goes down, unconscious.

Razor brings up his claw to slice Tara open.

ON WILLOW - Eyes black, hand outstretched.

Razor's switchblade fingers tear across Tara, but the blades shatter to pieces on contact.

Enraged, Razor tosses Tara d side and moves in on Willow. Before she can get another word out...

He grabs her by the throat and lifts her off her feet.

He starts to squeeze. Willow struggles, to no avail.

SHUNK!

He suddenly freezes, drops Willow, then falls forward, dead, Xander's battle-ax buried deeply in his back.

ON WILLOW, coughing, catching her breath. She looks up to see

TARA, standing over her. She offers Willow her hand and pulls her to her feet.

Xander comes over, propped up by Anya.

They share a look of prideful accomplishment, until they remember:

EXT. PLATFORM - MEANWHILE - NIGHT

BUFFY stands at the edge of the platform of the tower, looking down. The sky is quiet and still.

EXT. PLATFORM - FLASHBACK

BUFFY atop the platform as the BALL OF ENERGY spews forth its apocalyptic CHAOS and NOISE.

EXT. PLATFORM - NOW - NIGHT

ON BUFFY, registering this flash of another life. The calmness of the night in stark contrast to the faint memory. It's actually the most peaceful of any place she's been this night.

She closes her eyes.

EXT. PLATFORM - FLASHBACK

BUFFY, amid the din, turns to face ...

DAWN, who looks at her sister, knowing without knowing.

EXT. PLATFORM - NOW - NIGHT

CLOSE ON BUFFY, her eyes still closed. She mouths but doesn't speak the words we hear her say in voice-over.

Her eyes open. That was no memory.

WIDEN to find

DAWN standing at the other end of the platform, behind Buffy, staring disbelievingly at her.

REVERSE ANGLE - As Buffy slowly turns around to look at Dawn. When she sees her, she doesn't appear to react, doesn't attempt to answer. Her eyes drift off her as if this is all some hallucination.

The words catch in her throat, as waves of mixed emotions flood her brain: fear, elation, confusion...

Buffy has turned back around again, to stare into the abyss off the platform.

Buffy still doesn't move -- she looks back and forth from Dawn to the edge.

As she inches herself closer, the platform suddenly GROANS and sways a little under her feet. Dawn looks down, grabs a rail to support herself.

Buffy doesn't answer, just continues looking down.

Dawn stops.

ON BUFFY turning to face her. Her expression almost childlike in its desire to understand.

She takes a step toward Buffy. The tower elicits another more pronounced GROAN.

ON BUFFY, closing her eyes again.

The SCREECH of grinding metal. Dawn looks up to see

HER POV

A STEEL GIRDER break away from the tower.

She SCREAMS as it misses her by inches.

A large section of the platform breaks away as the girder SLAMS into it on its descent.

BUFFY turns to look back as the impact causes the tower to SHUDDER violently, and the platform starts to separate from it, banking to the side.
DAWN loses her footing and is about to slide off. She reaches for a support rail on the tower, but it's too far.

She runs to Dawn, transversing the ever-tilting platform.

BUFFY grabs Dawn as the platform lurches away further. She looks around and spies...

A STEEL CABLE, dangling from a pulley, attached to the side of the tower.

Buffy throws Dawn over her shoulder. The tower GROANS louder as Buffy pushes herself off, diving for the cable.

Her hand grabs hold of the cable, and they start to descend. Rapidly.

ON PULLEY, the friction of the cable being pulled through causing it to smoke.

ON BUFFY AND DAWN -- the speed increasing, Buffy looks around for something to slow their descent. She glances down.

FROM ABOVE -- we see the ground coming up to meet them.

ON PULLEY--- very hot now, the smoke billowing from it. A bolt, attaching it to the tower. pops. Then another.

ON THE TOWER, as the platform finally tears away from it.

ON BUFFY AND DAWN, whooshing past the screen.

ON PULLEY, as heat causes the cable to seize up.

ON BUFFY AND DAWN -- the sudden stoppage jerking them off the line and they fall, twenty or so feet ...

NEW ANGLE as-they hit the ground, hard -- Buffy taking most of the impact.

ON BUFFY, winded and coughing. She looks straight up and her eyes go wide.

BUFFY'S POV - the platform hurtling right at them.

BUFFY rolls over, grabs a dazed Dawn and they scramble out of the way as the platform SLAMS to the ground.

ON BUFFY, pulling Dawn away as she sees the tower collapsing.

WIDE SHOT as they run outside of the fence encircling the construction site. Buffy shields Dawn as the tower comes CRASHING down, its metal and concrete SCREAMING, kicking up a thick cloud of dirt and debris.

As it starts to clear, as everything appears to be safe... Buffy sits against the fence, exhausted, spent. She closes her eyes.

DAWN, recovering, crawls to her, touches her face.

Buffy's eyes open and go to her.

She wraps her arms around Buffy, hugging her sister, fiercely.

ANGLE ON DAWN, over Buffy's shoulder. Her eyes fill with tears.

ANGLE ON BUFFY in the clench, staring off, expressionless, as her sister weeps with relief and joy.

ON BUFFY'S impassive face ...

BLACK OUT.