101
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                                     TEASER

               FADE IN:



               EXT. GRAVEYARD - NIGHT

               SMACK!

               Something CRUNCHES as BUFFY SUMMERS smacks down on the wet
               grass. Hard.

               She flips to her feet, her hands turned into fists and
               she's in her fighting stance.

                                   BUFFY
                         That. Hurt.

               Her VAMPIRE opponent races forward - and at the last second
               Buffy SPIN-KICKS him in the jaw.

                                   BUFFY (CONT'D)
                         And I hope that did!

               There's a sickening CRUNCH as his jaw dislocates and he
               collapses to the ground in agony.

               Seizing the opportunity, Buffy races over to her STAKE,
               which lays abandoned in front of an EMPTY grave.

               She snatches it up and turns back to the vampire - and is
               KICKED into the open grave!

               Buffy's winded as she hits the ground and quickly tries to
               regain her breath as the Vampire drops down above her.

                                   VAMPIRE
                             (fumbled)
                         Say goodnight, Slayer.

               The Vampire leans in, FANGS at the ready, towards her NECK -
               he DUSTS.

                                   BUFFY
                             (mock deafness)
                         What was that?

               He'd leaned down onto the STAKE Buffy held over her chest
               and dusted himself.

               Buffy clambers to her feet, dusting herself down as she
               pulls herself out of the grave.

               A second VAMPIRE's head snaps up from were it towered over
               a figure laying in the grass --

                                   VAMPIRE #2
                         You.... You bitch!

                                   BUFFY
                         Thank you, I'll be here all week.

               -- and the Vamp charges at Buffy. She rolls her eyes, ready
               for the inevitable fight.

               Quickly, she ducks, and the Vampire shoots over her,
               smacking into a gravestone.

               Going for the kill, Buffy's stunned when the Vampire grabs
               her hand and twists - and there's a CRUNCH as something
               breaks.

               Buffy lets out a CRY of PAIN, before BACKHANDING the vamp
               with her other hand.

               The Vamp spins round in the air, landing on the ground.
               Hard.

               Buffy closes in, but the Vamp kicks her legs from under her
               - she goes down. The stake rolls away.

                                   VAMPIRE #2
                         You'll pay for what you've done!

                                   BUFFY
                         Your words sting me. Please don't
                         talk!

               Scrambling to her feet, Buffy grabs for the stake, but the
               Vamp grabs her foot and spins her round, smacking her into
               a gravestone.

               The Vamp leaps forward - but Buffy quickly dodges and the
               Vamp smacks into the Gravestone. 

               Buffy KICKS at the end of the stake and it FLIPS up -

                                   BUFFY (CONT'D)
                         Uh oh, looks like you're in
                         trouble!

               - she SNATCHES it out of the air and brings it down,
               DUSTING Vamp number two.

               She walks over to a BODY on the grass - and tries to help
               up RUPERT GILES. He refuses her help.

                                   GILES
                             (shakes head)
                         I'm okay. I'm -

               He falls away, smacking the ground hard. Buffy merely looks
               at where he fell and continues walking.

                                   GILES (CONT'D)
                         Uh, Buffy? A little help here,
                         please?

               Rolling her eyes, Buffy returns to Giles and helps him up.
               He puts an arm around her and they slowly make their way
               towards the road.

                                   BUFFY
                         You know, Giles, you didn't have
                         to come. You could have gotten
                         yourself -

                                   GILES
                         - killed, I know that, Buffy, but
                         sometimes you need help!

                                   BUFFY
                         Alright, whatever.
                             (beat)
                         But next time you get pummelled
                         by a vamp I'm just going to leave
                         you there.

                                   GILES
                             (rolls eyes)
                         Spoken like the true hero you
                         are.

               They share a smile as they reach the road. There, they meet
               up with WILLOW and OZ.

                                   BUFFY
                         Did you meet anything?

                                   WILLOW
                             (giddy)
                         Just one vampire. He went "poof!"

               Willow uses her arms to illustrate the vampire going
               "poof". Buffy and Giles share a look.

                                   WILLOW (CONT'D)
                             (quickly)
                         How about you guys?

                                   BUFFY
                         I got two. 
                             (beat; teasing)
                         Giles was too busy being beaten
                         to a pulp by my second to get one
                         of them.

                                   GILES
                             (scoffs; offended)
                         I happened to hit him too, for
                         your information!

                                   BUFFY
                         Chill, I'm just having a joke.

                                   GILES
                         Sometimes your sense of humor
                         seems alien to me.

               Buffy, rolling her eyes, then starts to leads them over the
               road, to where the other half of the Graveyard is.

               They walk for a little bit, all aware of the awkward
               silence between them when -

                                   WILLOW
                         So Buffy, have you chosen your
                         classes yet?

               Buffy's eyes widen and ---

               THUD!

               Buffy trips, falling into an OPEN GRAVE.

                                                            FADE OUT.



                                END OF TEASER
                                    Starring

                    SARAH MICHELLE GELLAR

                         NICHOLAS BRENDAN

                        ALYSON HANNIGAN

                                 SETH GREEN

                                         AND

                   ANTHONY STEWART HEAD

                                      AS "GILES"

                                    Written By

                                  TOM EAST

                               Executive Producers

                                  TOM EAST

                              DAVE KOHLER

                                    Created By

                               JOSS WHEDON
                                    ACT ONE

               FADE IN:



               INT. SUMMERS RESIDENCE - BUFFY'S ROOM - NIGHT

               Through the open window, Buffy clambers inside her room -
               and is a little startled to find her mother, JOYCE SUMMERS,
               waiting for her.

                                   BUFFY
                         Am I late?

                                   JOYCE
                         You know, you don't have to come
                         in through the window anymore.
                         The door is just fine.

                                   BUFFY
                         I know, I guess it's just natural
                         instinct. Two years of climbing
                         in and out through the window
                         makes it a bit of a habit.

               Joyce smiles, and then indicates the suitcase on the bed.

                                   JOYCE
                         I started packing. I didn't want
                         to leave it all until the last
                         minute.

                                   BUFFY
                         Mom, this is the last minute. I'm
                         going to college tomorrow.

               Joyce stands up, walking towards Buffy's open window and
               closing it, before turning to the open wardrobe and
               continues packing.

                                   JOYCE
                             (smiles)
                         No, the last minute is tomorrow
                         morning.
                             (beat)
                         Have you chosen your classes yet?

                                   BUFFY
                         Yeah, Willow helped me on the way
                         home.

                                   JOYCE
                         Oh, did you slay anything?

                                   BUFFY
                         Just a couple of vamps. Giles got
                         a bit battered and bruised, but
                         he'll be fine.

                                   JOYCE
                         Oh, good, good.

               She pulls a dress out of the wardrobe - it's the WHITE
               DRESS Buffy wore in "Prophecy Girl".

                                   JOYCE (CONT'D)
                         Are you taking this?

                                   BUFFY
                             (shrugs)
                         Nah, but I'm thinking about
                         taking my Prom dress.
                             (beat)
                         Just leave it here.

                                   JOYCE
                             (beat)
                         It's something to treasure. You
                         did look nice in it.

                                   BUFFY
                             (smiles)
                         Yeah, everyone told me.

               Buffy smiles, reminiscing about past events obviously is
               something of a hit with her.

                                   JOYCE
                         So would you like a lift
                         tomorrow?

                                   BUFFY
                         Oz is picking me up on the way to
                         Willow's.

                                   JOYCE
                         How are your friends?

                                   BUFFY
                         Mom, what's with all the
                         questions?

               Joyce sinks onto the bed, looking a bit dazed.

                                   JOYCE
                         I guess I'm trying to cram
                         everything in. I'll miss it,
                         talking to you, when you're gone.

                                   BUFFY
                             (nods)
                         I get it, you want some mother
                         daughter time before I go.

                                   JOYCE
                         Yes, I think that's it.

               Buffy smiles - she knows just the thing.

                                   BUFFY
                         Want me to start on the pancakes?

               Joyce smiles (which means yes in Buffy-world) and Buffy
               quickly bounds out the room. But as soon as she's gone, her
               face falls.

                                   JOYCE
                         I'll miss you, Buffy.

               Joyce offers a sad smile as she returns to the packing and
               we:

                                                              CUT TO:



               INT. SUMMERS RESIDENCE - DOWNSTAIRS - MORNING

               Buffy and Joyce sit on the sofa, both at a loss of words.
               Neither of them know what to say to the other.

               In the background, a CAR HORN goes off. Buffy looks up.

                                   BUFFY
                         That'll be Oz.

                                   JOYCE
                             (blank)
                         Oh.

               They both stand, and they have nothing to say. They catch
               each others eye - and embrace each other. It's a sad
               moment.

                                   BUFFY
                             (sad)
                         I'll call.
                             (beat)
                         And I'll pop by whenever I can.

                                   JOYCE
                         Oh, please do - you're room's
                         always there when you need it!

               Buffy moves off towards the door, dragging her suitcase
               along the floor behind her.

                                   JOYCE (CONT'D)
                         And have fun!

               Buffy turns, and offers a half-smile.

                                   BUFFY
                         I'll try.

               And then she's gone. Sighing, Joyce follows her to the door
               and watches her daughter walk down the path and into OZ's
               VAN.



               INT/EXT. OZ'S VAN - MOMENTS LATER

               Buffy opens the back doors, sliding her suitcase inside.
               She then clambers inside and through into the passenger
               seat. 

               OZ is at the wheel, still showing cuts and bruises from the
               night before.

               Buffy's attention is focussed on her mother who stands at
               the doorway of the house, waving to her. Buffy offers a
               small wave in return.

               Oz looks at her, his face expressionless although Buffy can
               tell he's concerned.

                                   OZ
                         You okay?

                                   BUFFY
                             (distant)
                         Yeah, fine.

                                   OZ
                         You sur-

                                   BUFFY
                             (quick)
                         Oz, I'm fine. Just drop it. 
                             (beat; remembers
                              manners)
                         Please.

               Oz does so, and pulls off. Buffy's eyes don't leave her
               mother, who is, at this point, dabbing her eyes with a
               tissue as she waves goodbye.

               Buffy sighs, sinking back into her seat as Joyce closes the
               door.

                                                             FADE TO:



               EXT. WILLOW'S HOUSE - MORNING

               Oz and Buffy stand on Willow's doorstep. The former goes to
               knock - just as the door opens and Willow bounds out!

                                   BUFFY
                         Whoa, slow down, Will!

                                   WILLOW
                             (excited)
                         But Buffy - it's college! We're
                         going to college!

                                   BUFFY
                             (rolls eyes)
                         So that's where all my excitement
                         is. Willow's got it - so not
                         fair.

               Willow smiles, grabbing Oz's arm and pulling him towards
               the Van. Buffy follows behind.

                                   WILLOW
                         Come on, we don't want to be
                         late!

                                   OZ
                         Will, we've still got two hours
                         until the gates open.

                                   WILLOW
                         I know! Isn't it exciting!

               Oz turns and shares a look with Buffy. Buffy skips forward,
               taking Willow's arm as Oz does the other and they lift her
               forward, and place her inside the van.

                                   WILLOW (CONT'D)
                         Hey! Guys!

               Oz and Buffy shut the van doors, returning to their
               respective seats. Seconds later Oz, pulls off.



               INT. OZ'S VAN - MOMENTS LATER

               Buffy turns round in her seat to look at Willow, who is
               sitting in the back.

                                   BUFFY
                         So, you heard from Xander yet?

                                   WILLOW
                             (down)
                         Nope.
                         Not since last month anyway. I'm
                         really starting to worry!

                                   OZ
                         He'll be okay. Faced a giant
                         snake - what could be worse?

                                   WILLOW
                         Oz!

                                   BUFFY
                         Oz!

               Both of the girls look aghast, whereas Oz doesn't know
               what's gone wrong.

                                   OZ (CONT'D)
                         Was it something I said?

                                   WILLOW
                         Yes!

                                   BUFFY
                         You might have just jinxed
                         Xander!

                                   WILLOW
                         Oh god, he's probably lying dead
                         in a ditch somewhere and we don't
                         have a clue!

                                   OZ
                         Or he could be living the high
                         life somewhere.

               Willow and Buffy share a look.

                                   BUFFY
                             (unsure)
                         Yeah, that's probably it.

                                   WILLOW
                             (equally unsure)
                         Yeah, of course.

               There's silence in the van for a few seconds.

                                   BUFFY
                         Oh God, he's dead, isn't he?

                                   WILLOW
                         Uh-huh.

                                   OZ
                         You're cute when you're worried.

                                   WILLOW
                         Really not the time, Oz!

               Oz offers a ghost of a smile, returning to focusing on the
               road.

                                   WILLOW (CONT'D)
                         On the bright side, Cordy phoned
                         today.

                                   BUFFY
                         Has she heard from him?!
                             (beat; blinks)
                         Wait, there's a bright side to
                         Cordelia phoning?

                                   WILLOW
                         Har har. You didn't get it as bad
                         as me or Xa-- no, just me.
                             (beat)
                         And for your information, no, she
                         hasn't, but she said she'll be on
                         the lookout for him.

                                   BUFFY
                         So where has she got to?

                                   WILLOW
                         L.A.

                                   BUFFY
                         Ooh la la! What's she doing
                         there? Apart from the shoe
                         shopping of course.

                                   WILLOW
                         She's an actress!

                                   BUFFY
                             (stunned)
                         Seriously? Wow. How's that going
                         for her?

               Beat. There's silence throughout the van.

                                   BUFFY (CONT'D)
                         Yeah, I thought so.

               Suddenly, the girls break out with laughter at the prospect
               of Cordelia trying to act. And off this, we:

                                                             FADE TO:



               EXT. UC SUNNYDALE - CAMPUS - MORNING

               As the gang (well, the trio) enter through the large red
               brick gates, they look on in awe.

                                   WILLOW
                         It's...huge.

                                   BUFFY
                         Nothing like High School.

                                   OZ
                         Yeah, it's still standing for a
                         start.

               And we see the entrance to the college is huge, made of red
               bricks and the sun shines off good-as-new glass doors. It's
               all very modern, compared to Sunnydale High.

               As the gang start to walk forwards towards WHITEMAN'S HALL,
               they start to chat.

                                   BUFFY
                         So what do you think's wrong with
                         this place?

                                   WILLOW
                         Buffy!

                                   BUFFY
                         What, I'm just saying - the last
                         one had a Hellmouth underneath
                         it.

                                   OZ
                         Hopefully, this ones fine.

                                   BUFFY
                         But knowing our luck...

               As the gang walk off, joining a large line of people
               waiting to find their dorms, a FIGURE steps back into the
               shadows. Fiery eyes glint back at them. It's watching.

                                                             FADE TO:



               INT. WAREHOUSE - DAY

               All the natural light has been blocked out from the room,
               only a circle of candles on the floor light the place.

               A MAN chants in the middle on the circle, facing a wall
               with a PENTAGRAM inscribed on it.

               The man is chanting in a strange language, none of the
               words sound remotely English. He lifts up a jar filled with
               a red liquid, possibly blood, and soaks his forehead with
               it.

               The man finishes his chant, letting out a feral CRY - and
               the pentagram opens, a PORTAL filling it's space.

               And then, out from the portal steps a figure, clothed in
               leather with gross features - it's the MASTER.

               The Master inspects the place, sniffs the air and turns to
               the man in the circle.

                                   MASTER
                         Where am I?

               And we finally see who the man is - it's ETHAN RAYNE!

                                   ETHAN RAYNE
                         Welcome back, Master.
                             (beat)
                         Welcome back to Sunnydale.

               The Master takes in this information, and starts to smirk
               as we:

                                                            FADE OUT.



                               END OF ACT ONE
                                    ACT TWO

               FADE IN:



               INT. RESIDENCE - CORRIDOR - DAY

               Buffy walks down the corridor, checking the door number on
               every room door. She drags her suitcase along behind her.

               She stops at a door around midway down the corridor and
               finds it slightly ajar. She pushes it open wider and steps
               inside.



               INT. RESIDENCE - BUFFY'S ROOM - CONTINUOUS

               Inside, SUITCASES are already on the left bed, were a GIRL
               is busy unpacking. A stereo in the background plays some
               loud music.

               Buffy COUGHS lightly to get her attention. No luck. She
               SLAMS the door shut and the girl lets out a squeal before
               turning round.

               She has dirty-blonde hair, and is very up-to-date in her
               fashion and hair styles. Some might say she's an "it girl".
               This is ALICE.

               She rushes forward, outstretching her hand with a big
               smile. Almost nervously, Buffy shakes it.

                                   ALICE
                         Hey, you must be Buffy, right?
                         I'm Alice!

                                   BUFFY
                         Uh...hi.

                                   ALICE
                         I hope you don't mind, the left
                         seemed to have the best view and
                         all and I just couldn't resist!

                                   BUFFY
                         No...that's fine.

               Buffy edges towards the right bed and lifts her suitcase
               onto it. She turns - and finds Alice sticking up a large
               poster of the band "DINGOES ATE MY BABY".

               She looks on in amusement. Alice turns; notices her
               expressions. She turns back to look at her poster.

                                   ALICE
                         I know, they are awesome!

               And that's when Buffy realizes that the loud music on the
               radio is actually "PAIN" by Dingoes Ate My Baby. And that
               several Dingoes Ate My Baby CD's are lined up on a
               bookshelf.

               Buffy gulps as Alice starts bobbing her head to the music,
               clearly worried.

                                                              CUT TO:



               INT. RESIDENCE - CORRIDOR - LATER

               Buffy quietly shuts her dorm room door behind her and steps
               outwards, not looking up - and bumps into a GIRL.

                                   BUFFY
                         Oh, sorry.

               Buffy looks up - and a hint of recognition flashes across
               her face.

                                   BUFFY (CONT'D)
                         Hang on, don't I know you?

                                   GIRL
                             (quick)
                         No. No, you don't, Why would you?

               Buffy narrows her eyes, thinking and then -

                                   BUFFY
                         Anya! The demon girl!

                                   ANYA
                             (scowls)
                         Ex-demon! So what is it to you?

                                   BUFFY
                         Uh...I'm just surprised. Didn't
                         picture you as a college girl,
                         you know?

               ANYA tries to walk away, but Buffy follows.

                                   ANYA
                         Oh. Well, uh, you pictured me
                         wrong.

                                   BUFFY
                         Last time I saw you... well, I
                         heard you skipped town. Xander
                         told me.

                                   ANYA
                             (sudden)
                         Xander!

               Buffy jumps at the suddenness of it.

                                   ANYA (CONT'D)
                         Where is he? 
                             (quick)
                         I mean, not that I care because
                         I'm so over him.

               Buffy eyes Anya, eyebrows raised.

                                   ANYA (CONT'D)
                         Oh so what if I may have a small
                         crush on him?

               Buffy can't help but crack a smile and Anya scowls at her,
               trying to dodge away but Buffy keeps following.

                                   ANYA (CONT'D)
                         So, are you just going to keep on
                         following me or are you going to
                         go away?

                                   BUFFY
                         Uh, no actually, I'm going to see
                         my friend. You remember Willow
                         right?

                                   ANYA
                         The nerd?

                                   BUFFY
                         Don't be harsh. 
                             (beat)
                         Demon.

               Buffy stops outside a door - funnily enough, so does Anya.
               They frown at each other.

                                   ANYA
                         What are you still doing here? Go
                         away. This is my room.

                                   BUFFY
                         Wait, what?!

               The door flies open - revealing Willow. She sees Buffy and
               smiles - and her expression drops when she sees Anya.

                                   WILLOW
                         Anya?
                             (beat)
                         Anya Jenkins?

               And then they both realize what this means.

                                   ANYA
                         Oh. My. God.

                                   WILLOW
                         Oh. My. God.

               They both look at each other in shock and disgust as we:

                                                              CUT TO:



               EXT. UC SUNNYDALE - CAMPUS - DAY

               Buffy's walking along the campus, getting used the place
               and following a small map she has handy when:

                                   OZ (O.S.)
                             (calls out)
                         Buffy!

               Buffy turns, and finds Oz jogging towards her.

                                   BUFFY
                             (smiles)
                         Hey.

                                   OZ
                         Have you heard from Willow? I
                         tried phoning her dorm but...

                                   BUFFY
                         Yeah, she's busy with her
                         roommate.

               "Busy" probably isn't the best word to have used - Oz looks
               a bit concerned.

                                   OZ
                         Busy?

                                   BUFFY
                         Oh! No, not like that! Her
                         roommate...it's Anya.

                                   OZ
                         The demon girl?

                                   BUFFY
                         The one and only.

                                   OZ
                         Oh. I bet they're having fun.

               Buffy is unable to tell if Oz is being sarcastic or not as
               we:

                                                              CUT TO:



               INT. RESIDENCE - WILLOW'S ROOM - DAY

               Anya and Willow are by their respective beds, not catching
               each others eyes. 

               On Anya's side of the rooms, posters of horror movies and a
               large picture of her pendant are stuck to the wall. 

               On Willow's side is a poster of "Dingoes Ate My Baby" and
               another large piece of paper untitled "MEMORABLE MOMENTS
               AND QUOTES". A large number are by either Xander or Giles.

               Willow turns, about to say something - and catches Anya's
               eye. They glare at each other before falling back into
               silence.

                                                              CUT TO:



               EXT. UC SUNNYDALE - CAMPUS - MOMENTS LATER

               Resume with Buffy and Oz.

                                   BUFFY
                         Yeah, I bet.
                             (beat; off map)
                         Coming?

                                   OZ
                         I don't see why not?

               Buffy offers a ghost of a smile, glad for the company as
               the two walk of and we:

                                                             FADE TO:



               INT. WAREHOUSE - DAY

               Back at Ethan Rayne's dark Warehouse. He once again sits in
               the magic circle - and it's the first time we notice a JAR
               opposite him, filled with grey swirling smoke.

               He opens the lid and pours a bit into the circle. Only a
               small bit mind, and he quickly does the jar back up, not
               letting any of the wispy smoke get away.

               He places the jar back down, and begins to chant the same
               spell he did earlier on. It lasts for several seconds, and
               he speaks in a hushed tone.

               Opposite him sits a two-sided mask of JANUS, the God of
               Chaos that Ethan worships. One side is sad, the other is
               smiling.

                                   ETHAN RAYNE
                         Come. From beyond, and from her.
                         Come!

               The pentagram portal opposite him opens, and two FIGURES
               start to step out side by side, giving Ethan a smirk as we:

                                                             FADE TO:



               EXT. UC SUNNYDALE - CAMPUS - DAY

               Oz and Buffy round a corner, and we see she's rapidly
               talking away, and Oz is listening. Or he appears to be.

                                   BUFFY
                         So I was like "You want that,
                         huh?" And went boom, boom, boom!

               As she say's each "boom" she demonstrates a punch with her
               hands. Oz raises his eyebrows.

                                   OZ
                         You hit her?

                                   BUFFY
                         Well no, I through a glass of
                         coke over her. It worked like a
                         charm though. She left me alone
                         for like, ever, after that.

                                   OZ
                             (shrugs)
                         Always handy to have a glass of
                         coke.

                                   VOICE (O.S.)
                         It doesn't do good for your teeth
                         though.

               Both of them freeze - they know that voice.

                                   BUFFY
                         Oz, run.

                                   VOICE (O.S.)
                         Oh, don't be a spoil sport, the
                         dog boy can stay if he wants.

               Slowly, they turn - and find MAYOR RICHARD WILKINS standing
               opposite them, cleaning his hands with a handkerchief.

                                   MAYOR
                         Well, well, if it isn't Miss
                         Buffy Summers.

               He flashes a devilish grin and we:

                                                              CUT TO:



               INT. RESIDENCE - WILLOW'S ROOM - DAY

               Anya is alone in the room, laying down on her bed deep in
               thought. So deep, in fact, that she doesn't notice the
               phone RING.

               It rings several times, until Anya gets the message.

                                   ANYA
                         Alright, already! I'll pick up
                         the damn thing!

               She picks up the phone, and clearly her phone manner isn't
               great as:

                                   ANYA (CONT'D)
                         What do you want?

                                   BUFFY (O.S.)
                             (filtered; urgent)
                         Ever the charmer, Anya. I need to
                         speak to Willow.

               Anya rolls her eyes. We can clearly hear Buffy's running,
               and another set of footsteps is with her, meaning Oz is
               probably with her.

                                   ANYA
                         Well she's not here, although she
                         told me to tell you she got all
                         of her classes except for Art,
                         which she had to switch with
                         Drama, which she's having kittens
                         about.
                             (beat)
                         That reminds me of one time in
                         the 19th Century when a woman
                         wished her husband would have -

                                   BUFFY
                         Anya!

               Anya scowls as if Buffy was actually in the room, annoyed
               that she didn't get to finish her story.

                                   ANYA
                         What?! I'm trying to tell a
                         story!

                                   BUFFY
                         Do you know were Willow is?

                                   ANYA
                         Nope, she wouldn't tell me. It's
                         like she's got a stick up her ar-

                                   BUFFY
                             (quick)
                         Well then, you'll have to do it
                         for me.

               Raising an eyebrow indicates Buffy's got Anya's attention.

                                   ANYA
                         Do what?

                                   BUFFY
                         The Mayor's back. Get to Giles
                         and help him research
                         resurrection and pure demons
                         coming back to life.

               Almost immediately, the ex-demon starts to panic.

                                   ANYA
                             (panicking)
                         What?! Is there going to be
                         another apocalypse?

                                   BUFFY
                         Anya!

                                   ANYA
                         What, I just want to know if I
                         have to run away again.

                                   BUFFY
                         Do and you die. I need all hands
                         on deck without Xander here.

                                   ANYA
                         Alright, but just this once.

                                   BUFFY
                         Good. Hurry!

               The call abruptly ends. Anya puts the phone down, deep in
               thought once again.

                                   ANYA
                             (shakes head)
                         What a rude girl.

               And with that, she grabs her coat and swiftly exits.

                                                              CUT TO:



               EXT. ALLEYWAY - DAY

               An alleyway is shrouded in shadow by two large buildings
               either side - the sun hidden outside of view.

               Buffy sprints down the alleyway, Oz lagging behind a little
               bit.

               She turns, ushering him forward.

                                   BUFFY
                         Come on, he's right behind us.

                                   VOICE (O.S.)
                         Oh that's the last of your
                         problems now, Slayer.

               She turns - and the Master exits the shadows, fruitpunch
               mouth and all. Following him are cronies DARLA and LUKE.

                                   BUFFY
                         Oh crap!

               The Master and his vampires charge forward as Buffy pushes
               Oz out of harms way - and finds herself fighting all three
               vampires at once!

               And then, the Mayor comes around the corner, and leans
               against the wall.

                                   MAYOR
                         Oh, I just think I'll stand here
                         and watch. I'm a politician, not
                         a fighter.

               Oz approaches, balling his hand into a fist.

                                   MAYOR (CONT'D)
                         Be careful young man, you might
                         hurt -

               SMACK!

               Oz sucker-punches the Mayor and he goes down, unconscious.
               Oz rubs his hand, eyeing the Mayor to make sure he stays
               down.

                                   OZ
                         I never liked politicians much.

               And when he turns back, he's just in time to see Buffy
               pinned to the wall by Darla and Luke as the Master
               approaches.

               As silently as he can, Oz creeps forward, pulling a STAKE
               out of his back pocket. He raises it, about to stake the
               Master - when he turns and GRABS the stake from Oz's hands!

               The Master backhands Oz and he spirals to the ground, but
               Buffy's got the distraction she needs and kicks the Master
               away, using Luke and Darla and supports.

               She then scissor-kicks the two vampires and the stumble
               back from her. She pulls a STAKE from her pocket, lunging
               forward and tackles Darla to the ground.

               Luke approaches the fight - and promptly DUSTS, revealing
               Oz with his stake in hand.

               The Master's getting back to his feet, and Buffy notices.
               She looks to Oz.

                                   BUFFY
                         Switch!

               Buffy quickly switches opponents, rushing towards the
               Master and tackling him.

               Oz rushes forward, going for an early stake but Darla grabs
               his hand and TWISTS. Oz goes with the turn - and Darla
               suddenly realizes Oz still has a hand free.. And Oz
               delivers a left hook to the side of her face.

               She goes down and Oz crouches down beside her, going to
               stake - when she grabs his hands and pushes back.

               Oz lands on his arse, but isn't out of the fight as he gets
               back up, ready for a fight and we TRACK OVER to Buffy and
               the Master...

               ...which isn't going so well for either of them. Neither
               can get a hit in without the other dodging or blocking.
               They circle each other whilst throwing punches and kicks.

               The Master lands a lucky hit and Buffy stumbles back - but
               counters with a ROUNDHOUSE kick. The Master's only down for
               a second before he PINS her to the wall -

               And Buffy raises her legs, kicking him back. She gives his
               an UPPERCUT to the jaw and he stumbles back, before
               launching a furious rain of punches. Buffy blocks most of
               them -

               - and then returns with her own set of punches, which the
               Master is busy blocking.

               Suddenly, Buffy slows and the Master catches her punch,
               pushing her back and down to the floor.

               He sinks down for a bite - and Buffy kicks upwards with
               both feet. The Master's hit square in the chest and flies
               back -

                                   BUFFY (CONT'D)
                             (smiles)
                         Sike!

               - and into the LIGHT! He goes up in FLAMES screaming;
               outstretches a hand to her, the long, sharp nails pointing
               at her as if pointing out a criminal.

                                   MASTER
                         Slayer! You'll die!

                                   BUFFY
                         And yet I don't seem to care.
                             (beat)
                         And it's only the beginning of
                         the year. I don't usually die
                         until the end.

               And with that, the Master turns into dust! It's a horrific
               site, and different then any other vampire. The skin peels
               away slowly, and leaves just a SKELETON behind.

               Darla screams for her fallen Master, lunging forward at
               Buffy, but the Slayer just spins and STAKES her in the
               heart.

               Darla, eyes wide, looks down at the stake embedded in her
               chest and back at Buffy, before DUSTING. Buffy allows
               herself to smile as she catches the stake even as it falls.
               She pockets it as she walks over, helping Oz up from the
               dumpster he's leaning against. He rubs the back of his head
               from were he hit it.

               From nearby, they hear the sound of CLAPPING. They spin
               round - but the Mayor is still unconscious on the floor.

               They turn the opposite direction, and out of the shadows
               steps SPIKE, followed by DRUSILLA, both grinning and
               flashing off their fangs.

                                   SPIKE
                             (cocky)
                         Hello, pet. Did you miss me?

               As Spike gives off his mischievous grin, Buffy's eyes widen
               we:

                                                            FADE OUT.



                               END OF ACT TWO
                                   ACT THREE

               FADE IN:



               EXT. ALLEYWAY - MOMENTS LATER

               Spike struts forward, unafraid as Buffy raises her stake in
               warning. Drusilla dances in the background, cooing to the
               birds.

                                   BUFFY
                         Take another step and you're
                         dust, Spike.

                                   SPIKE
                             (grins)
                         Oooh, look at the Big Bad Slayer.

               He struts forward, and Buffy punches - he blocks. They
               exchange a few blows when - BAM!

                                   DRUSILLA
                         Spike?

               Spike turns - just in time to see Drusilla DUST - which
               reveals Giles holding a CROSSBOW in the passenger seat of
               his car, with Anya at the wheel.

                                   SPIKE
                         Dru!

               Spike rushes forward to were Drusilla was, scooping the
               dust off the ground.

                                   BUFFY
                         Sorry Spike, your honey was a
                         bitch.

               THUD!

               Spike's eyes widen as he looks down at his chest - and the
               end of a STAKE is jutting out.

                                   SPIKE
                         Oh bol-

               And he's DUST in the wind. Literally. Buffy smirks, proud
               as she steps through his remains and towards Giles and Anya
               in the car.

                                   BUFFY
                         Always wanted to do that to him.

               She turns, noticing the Mayor is still unconscious, slumped
               against the wall from were Oz hit him earlier on in the
               fight.

                                   BUFFY (CONT'D)
                             (to Oz)
                         Come on, let's get him back to
                         yours, Giles.

                                   GILES
                         Why mine?

                                   BUFFY
                         Because I'm not letting my
                         roommate see the former Mayor in
                         my room, and I'm not taking him
                         home.

               Buffy and Oz walk over to the slump form of the Mayor,
               lifting him up and throwing him into the back of Giles'
               car.

                                   GILES
                         How will you fit?

                                   BUFFY
                         We won't.

                                   GILES
                         So...

                                   OZ
                         I'm going to find Willow.

                                   GILES
                         Yes, she'll be big help. I
                         presume these aren't the
                         real...villains you've faced, and
                         possibly a spell can reverse
                         this.

                                   BUFFY
                         She'll be glad. I'll go with Oz. 
                             (off Mayor)
                         Tie him up, and don't say a word
                         to him.

                                   ANYA
                             (hopeful)
                         Can I slap him?

                                   BUFFY
                         If he doesn't shut up, then feel
                         free. Just don't let him hurt
                         you.

                                   ANYA
                         Yay me!

               Buffy nods at Giles, and he pulls off in his rusty old car.
               The two left behind watch as Giles' car screeches round the
               bend. Buffy glances at Oz.

                                   BUFFY
                         Come on, let's go.

               Oz nods, outstretching a hand.

                                   OZ
                         Lead the way.

               Buffy flashes him a smile, tucking her stake away as she
               starts to walk forward, Oz following. Off this we:

                                                             FADE TO:



               INT. UC SUNNYDALE - LIBRARY - EVENING

               Willow sits at a COMPUTER UNIT, tapping away. We see she's
               on a CHATROOM, labelled "Sunnydale Class of '99 Survivors".
               A few others are logged on, such as "Andrew Wells" and
               "Jonathan".

                                   JONATHAN (V.O.)
                             (from chatroom message)
                         So Willow, remember the Talent
                         Show?

               Willow taps away at her computer.

                                   WILLOW (V.O.)
                         Of course. Worst thing I've ever
                         faced!

                                   ANDREW (V.O.)
                         I think the snake was bad.

                                   JONATHAN
                             (ignoring Andrew)
                         What was with the icky murders? I
                         mean Emily lost her heart and
                         Morgan had his head cut off.

                                   WILLOW
                         Oh. That was Marc.

                                   JONATHAN
                         The magician? He killed them?

                                   WILLOW
                         Who would have believed it?

               From across the hall, movement catches Willow's eye. She
               looks up, but it's only another student, TARA taking a book
               down. She notices Willow.

                                   TARA
                         Oh...uh..sorry...I'll keep it
                         down now.

                                   WILLOW
                         Uh...okay then.

               Willow turns back to the computer to find several more
               messages and begins to type -

                                   VOICE (O.S.)
                             (whisper)
                         Willow...

               Willow freezes, looking up. Tara's still by a bookshelf,
               and it wasn't her who said anything.

                                   WILLOW
                             (quiet)
                         He- hello?

               Willow scans the area, waiting for a reply when -

                                   VOICE
                         Come to me, Willow.

               Standing up slowly, Willow begins to walk in the direction
               of the voice, checking the rows of bookshelves. It seems
               only she, Tara and the owner of the voice are the only
               people in the Library at this point.

               Willow is at the end of the Library and only one bookshelf
               is left. She walks to the side and peeks round - and
               recoils in shock!

               And out steps MOLOCH, the demon that tried to seduce Willow
               back in Season One (I, Robot... You, Jane) - and boy does
               he look pissed off!

                                   MOLOCH
                         Willow. How nice to see you
                         again!

               Willow SCREAMS, turning and running. In his mechanical
               body, Moloch is clunky but chases her as fast as she can.

               Willow returns to the main Library area, not noticing the
               computer were a new message has been posted.

                                   ANDREW (V.O.)
                         Oh, remember when Dave commit
                         suicide? I don't think it was
                         suicide though.

                                   JONATHAN (V.O.)
                         I heard there was a demon on the
                         computers!

               Willow rushes past - and almost collides with Tara! The
               other girl squeals in shock.

                                   WILLOW
                         There's something here!

                                   TARA
                         What?!

                                   WILLOW
                         Just run!

               Tara doesn't need telling twice, running off as fast as she
               can, just as Moloch stomps into view. Willow holds her
               ground, raising her arms.

                                   WILLOW (CONT'D)
                         Goddess Hecate, commander of all
                         things great and small...

               FZZZ!

               Willow's forced to abandon her spell as Moloch shoots a
               BLAST of ELECTRICITY at her. She SCREAMS whilst ducking
               away from the blast.

                                   MOLOCH
                         I learned some new tricks when I
                         was away.

                                   BUFFY (O.S.)
                         Me too.

               Moloch turns - just as Buffy KICKS him in the chest - and
               falls flat on her arse.

                                   MOLOCH
                         Slayer!

                                   BUFFY
                         Forgot how much that hurt.

               She gets back to her feet, but Moloch swats her away. Oz
               rushes forward, but is swatted away too.

               Moloch turns back to Willow, stomping forward.

                                   MOLOCH
                         I'm sorry. We could have had a
                         future.

               FZZZ!

               Moloch launches another electricity BLAST - but it
               BACKFIRES, revealing Willow surrounded by RED ORBS,
               protecting her!

               The electricity hits Moloch and he convulses, the
               electricity running through him. Then, he collapses,
               defeated.

               From over in the corner, Buffy helps Oz up. Willow looks to
               them.

                                   WILLOW
                         Someone want to fill me in?

                                   BUFFY
                         Long story.

                                   OZ
                         Monsters are popping up again.

                                   BUFFY
                             (rolls eyes)
                         Apparently not so long. Why must
                         you people do that to me?

               Willow nods, understanding but yet not at the same time.

                                   WILLOW
                         Right.

                                   BUFFY
                         And now we're heading back to
                         Giles'. I've got him and Anya on
                         the research, hopefully they've
                         got something by now.

               As Buffy leads the gang away, Oz puts his arm around
               Willow, guiding her forward...

               ...and they all miss Moloch turn to DUST and disappear from
               sight. Even the dust disappears in a matter of seconds too.
               Something weird is going on.

                                                             FADE TO:



               INT. GILES' HOUSE - EVENING

               Giles and Anya are at the books, Giles deep in
               concentration and Anya less so, looking incredibly bored at
               the mundane job she's been assigned.

                                   ANYA
                             (mutters)
                         Stupid Buffy... why do I have to
                         do the research?

               Giles looks up, glasses hanging from his mouth?

                                   GILES
                         Hmm?

                                   ANYA
                         Nothing.

               THUD!

               Both of them freeze, looking around. Giles stands, edging
               towards the weapons box.

                                   ANYA (CONT'D)
                         What was that?
                             (beat)
                         If I'm killed, I'll haunt you
                         all.

                                   GILES
                         Anya, please be quiet for a
                         second.

               She falls silent, scowling at Giles but he doesn't notice,
               trying to listen.

               There's silence - until another THUD - and the door flies
               open.

               And in enters ANYANKA, Anya's old demon form, in all her
               veiny glory with her pendant back and everything.

               And following her is EYGHON, the demon that Giles had
               summoned as a teenager, wearing JENNY CALENDER's body.

               Both Giles and Anya look vidibly terrified at the scene
               playing towards them. Giles swings the weapons box open,
               throwing Anya a SWORD and picking up ANOTHER for himself.

               The demon girls approach, Anyanka heading towards her human
               self and Eyghon towards Giles.

                                   EYGHON
                             (malicious grin)
                         Ripper.

                                   GILES
                         Stay back!

               Giles waves his sword forward in warning. Eyghon laughs,
               not stopping in her approach. Anya jabs at Anyanka, who
               grins in amusement.

                                   ANYANKA
                         You know a sword can't stop me,
                         petty girl.

                                   ANYA
                         Excuse me, I'm you. You don't get
                         to call me petty.

               And then Anyanka LUNGES, Anya quickly dodging to the side
               and safely out of harms way.

               Eyghon swipes at Giles but he ducks the blow and THRUSTS
               with his sword - and the blade pierces Eyghon's leg. The
               demon shrieks, pulling out the sword and throwing it aside.

               With Anyanka down, at least for a short while, Anya swings
               with her side - but Anyanka rolls away from the blow and
               jumps to her feet. She raises her fists.

                                   ANYANKA
                         Are you looking for a fight,
                         little girl?

                                   ANYA
                             (in between attacks)
                         Don't. Call. Me. Little.

               And with her last swipe Anya CUTS Anyanka across the chest. 
               Anyanka looks down at her chest - and Anya thrusts her
               sword forward, trapping Anyanka against the wall - and
               simultaneously destroying the NECKLACE!

               Anyanka's features morph to that of the human form - who
               looks down at the sword and up at Anya.

                                   ANYANKA
                         Bitch.

               And then she dies. Anya lets a victorious smile loose.

                                   ANYA
                         Yay, me!

               But victory isn't happening for Giles who's barely avoiding
               blows from Eyghon. And just as it looks like ones about to
               get him - a HAND keeps the blow in midair.

               It's BUFFY. She backhands Eyghon, sending the demon flying
               into the wall.

                                   ANYA (CONT'D)
                         Buffy, catch!

               Buffy doesn't even turn to look as Anya throws the sword -
               she catches it and kebabs Eyghon against the wall.

                                   BUFFY
                         How do we kill this thing again?

                                   GILES
                             (beat)
                         Angel...he did it last time.

                                   BUFFY
                         So he did. We don't have him
                         right now so...

               She turns around, looking across the room at Giles, Anya,
               Willow and Oz.

                                   BUFFY (CONT'D)
                         All awake - good.

               Buffy scoops up Giles' discarded SWORD - and BEHEADS
               Eyghon. The LIQUID sinks out of the body, exposing the dead
               body of Jenny - which abruptly fades, as does the liquid.

               Anya turns and is slightly shocked to find her own double
               gone.

                                   ANYA
                         She's gone!

                                   BUFFY
                         Thanks for that, Captain Obvious.

               Anya scowls at her, but says no more. Buffy frowns, as if
               just realizing something.

                                   BUFFY (CONT'D)
                         Wait a minute, just got a
                         thought. Is it just Sunnydale? I
                         mean, what about Angel and
                         Xander... do you think monsters
                         are coming after them?

               As the others start to consider it, we:

                                                              CUT TO:



               EXT. HIGHWAY - DAY

               A CELL PHONE silently vibrates against the edge of a chair.
               In fact, it vibrates right off the chair, making a small
               clatter as it hits the ground.

               PULLING BACK, we see that the sun is burning down brightly
               on a highway seemingly in the middle of no-where, where a
               car has broken down and it's owner is trying to fix it.

               It's owner is none other then XANDER HARRIS, who is too
               busy trying to sort out whatever the car's problem is by
               tinkering with the engine to hear the phone.

               He sighs, standing up and looking around, holding a hand
               over his eyes to block out the sun. In the distance,
               there's a small outline of a building. 

               He brightens up, stepping back around to the drivers side
               of the car - and there's a CRUNCH as Xander steps on the
               phone and it breaks.

               He steps back in surprise and looks down - realizing. He
               groans.

                                   XANDER
                         Aww, man!

               Sighing, Xander moves to pick up the phone, and as he goes
               down, we see a figure moving towards him - AMPATA, the
               mummy girl. But Xander hasn't yet realized the danger, and
               we:

                                                              CUT TO:



               INT. GILES' HOUSE - EVENING

               Buffy turns to a chair, tucking her cell back into her
               pocket - were the MAYOR is stirring. She walks over -
               noticing hand marks all across his face. She casts Anya a
               questioning look.

                                   ANYA
                         He wouldn't wake up.

                                   BUFFY
                         Okay, did you guys find anything?

                                   GILES
                         I'm afraid not, Buffy. I think he
                         may know something though.

               Buffy nods - and HITS the Mayor. A hand shoots to his face,
               rubbing his jaw.

                                   MAYOR
                         Ow.
                             (beat)
                         You shouldn't go round punching
                         people, little missy, you'll get
                         in trouble!

                                   BUFFY
                         Right now, you're the one in
                         trouble.
                             (beat)
                         Who sent you?

                                   MAYOR
                         Do you really think I'll...

               Buffy STABS his hand with the sword! The Mayor screams in
               pain.

                                   BUFFY
                         Stop being so predictable and get
                         some new lines.
                             (beat)
                         Who. Sent. You?

                                   MAYOR
                         I- I didn't catch his name.

                                   BUFFY
                         Got a description?

               Buffy pulls the sword out of the Mayor's hand.

                                   MAYOR
                         English. Worshipped the God of
                         Chaos, Janus. That's all I've
                         got, I'm afraid.

               Buffy looks at Giles - they both know what this means -
               Ethan Rayne.

                                                             FADE TO:



               INT. GILES' HOUSE - EVENING

               On Giles' table are assorted magical items, and a MAP. 
               Giles lights two CANDLES on either side of the map. Willow
               stands by the map, holding a CRYSTAL and NOTE.

                                   WILLOW
                             (to Giles)
                         Are you sure this is Ethan's?

               She indicates the note wrapped around the crystal. Giles
               nods, before explaining:

                                   GILES
                         I took it from the shop after he
                         left, I was going to cast a
                         Locator Spell myself but never
                         got round to doing it.

                                   WILLOW
                         Good. It'll make this easier.

               Willow turns back to the map, and Buffy pops up, looking on
               in interest.

                                   BUFFY
                         So how does this work?

                                   WILLOW
                         This crystal will point us to
                         Ethan's current position, and
                         then we can go in and find out
                         what he's up to.
                             (beat)
                         It's a little something Amy
                         taught me. Y'know, before she
                         turned into a rat.

               Buffy nods, and lets them get back to it. Willow breathes
               in a deep breath, and then begins to chant under her
               breathe in another language, possibly latin.

                                   WILLOW (CONT'D)
                         Find us the man named Ethan
                         Rayne.
                             (beat; hopeful)
                         Please?

               She drops the crystal - and it floats in midair, skidding
               across the map of Sunnydale before suddenly dropping - and
               it's the location of the warehouse.

               Everyone peers over to take a good look. Giles mentally
               registers the address.

                                   GILES
                         I've got it. Let's go - who knows
                         when he'll move. Hopefully he
                         doesn't know we're onto him.

                                   BUFFY
                             (sarcastic)
                         Because that would be bad.

               Giles doesn't really get the sarcasm in that sentence.

                                   GILES
                         Yes, very. He'd be on the move if
                         he knows, I presume.
                             (beat)
                         I'll drive.

                                   BUFFY
                         Actually, Oz will.

               Oz raises an eyebrow at this, whereas Giles looks a little
               hurt at the suggestion, but Buffy doesn't register either
               of them.

                                   OZ
                         I will?

                                   GILES
                         Oh. Okay then.

                                   BUFFY
                         Sorry, but we'll need to get
                         there first. As you said, he may
                         be on the move. The van is
                         faster.

               Oz nods, heading towards the door.

                                   OZ
                         I'll go get it started.

                                   WILLOW
                         We'll bring out the weapons in a
                         minute.

               He exits, and Buffy turns back to the gang.

                                   BUFFY
                         Swords, axes, crossbows. Whatever
                         you feel most comfortable with.
                         Something tells me we're going to
                         have a fight on our hands.

               Giles nods, fully opening up the weapons chest and
               revealing a ton of weapons. Anya grabs a GREAT SWORD and
               lifts it up. She swings it round, almost hitting Giles.

                                   ANYA
                         Wow. This looks fun!

                                   GILES
                         Uh, do be careful Anya, you might
                         take an eye out.

                                   ANYA
                         Isn't that the point?

                                   GILES
                         One of ours, not theirs.

                                   ANYA
                         Oh.

               Anya slinks towards the door as Willow picks up the
               crossbow bolts and the crossbow and Giles takes an AXE.
               Buffy snatches away a SWORD of her own.

               They all head for the door when -

                                   MAYOR (O.S.)
                         Uh, excuse me?

               They turn around - and realize the Mayor is still tied to
               the chair, very much trapped. The gang all turn to look at
               each other.

                                   ANYA
                         Can I...?

               Buffy nods in approval.

                                   BUFFY
                         Full steam ahead.

               The gang exit, all except Anya who approaches with her
               great sword. The Mayor gulps.

                                   MAYOR
                         Now, now, you don't want to go
                         and do something -

               SWOOSH!

               Anya decapitates him, and it rolls off his shoulders and
               across the floor. Anya looks at it, aghast.

                                   ANYA
                         Something what?!
                             (beat)
                         Hello! Answer me!

               She sighs, turning and leaving as the body and head
               dissolve into nothingness. Creepy.

                                                             FADE TO:



               INT. WAREHOUSE - EVENING

               The gang charge in, weapons raised and ready for a fight.
               Ethan doesn't looks the slightest surprised as he turns to
               face them.

                                   ETHAN RAYNE
                             (to Giles)
                         Hello Ripper. I see you've
                         brought your friends.

                                   GILES
                         Give it up, Ethan, it's over.

                                   ETHAN RAYNE
                         Now, now, let a man finish.
                             (beat)
                         And in anticipation, I brought
                         some of mine.

               Ethan turns, throwing some POWDER at the PENTAGRAM, and it
               opens, and figures begin swarming out of the PORTAL -
               VAMPIRES, DEMONS and other NASTIES, all ones that Buffy and
               the Gang have killed before.

               Buffy raises her sword, but doesn't look as confident as
               she did before.

                                   BUFFY
                         Oh sh-

               And as the ARMY swarms towards them, we:

                                                            FADE OUT.



                             END OF ACT THREE
                                   ACT FOUR

               FADE IN:



               INT. WAREHOUSE - EVENING

               Back with the gang in Ethan's warehouse - as an army of
               vanquished vampires and demons charge straight towards
               them!

               Buffy's straight in, swinging her sword and decapitating a
               vamp. He DUSTS but Buffy's already busy dusting a second.

               Anya swings her great sword around clumsily, but whatever
               she does hit goes down. The rest of the gang are keeping
               their distance from her.

               Willow keeps back, firing her CROSSBOW and DUSTS the vamp
               about to creep up on Giles.

               Giles embeds his axe in the SKULL of an oncoming demon,
               killing it instantly. He swings the axe round, lodging it
               int he neck of another.

               Oz is all with the punches and kicks, and is wielding a
               short sword. He DUSTS one vamp - and finds himself face to
               face with EVIL FAITH.

                                   OZ
                         Uh, Buffy?

               Buffy turns - just to see Oz get flung across the room!
               Willow dashes towards him.

                                   WILLOW
                         Oz!

               Buffy storms up towards Faith, delivering a right hook with
               the evil slayer blocks.

                                   FAITH
                             (laughs)
                         I think you're losing your touch,
                         B!

               Faith uppercuts her in the gut and Buffy stumbles back -
               giving Faith an opening to spin-kick her.

               Buffy sails backwards, hitting the wall. As she gets up,
               she sees a VAMP about to hassle Anya. Dark, pointed hair in
               a dark long coat - it's ANGELUS.

               We can't see his face, but it's pretty clear it's him by
               the way he moves and the clothes he's wearing...

               Buffy freezes, her eyes darting from Faith to Angelus and
               Anya - what should she do? And just as Angelus is about to
               pounce on the un-expecting Anya...

                                   BUFFY
                         I'm sorry.

               And Buffy throws her sword towards him - it sails right
               through his head, DUSTING him.

               Buffy's attention is quickly drawn back to Faith who's
               about to attack Giles - until Buffy CHARGES her and knocks
               her down.

               Getting up, Buffy STAMPS on her chest and crouches down,
               pulling Faith up by her neck.

               With a snarl, Buffy THROWS her and Faith CRASHES through
               the wall, lighting up the entire warehouse!

               The vampires DUST simultaneously, and the force is largely
               reduced.

               But still, there's plenty of demons, enough for the gang to
               get stuck into.

               Anya swings her sword, keeping VAMPIRE XANDER at bay. He
               laughs as he dodges all her swings.

                                   ANYA
                         No! You don't get to use his
                         form! Even if I did create you!

               And she swings the sword one too many times for Xander to
               dodge - and he DUSTS as his torso is cut in half from
               shoulder to hip, straight through the heart.

               Meanwhile, Willow is busy taking on her VAMPIRE SELF, who's
               obviously enjoying the fight more then normal Willow is.

                                   VAMPIRE WILLOW
                         Come on, fluffy girl, don't you
                         want to be strong? You can be
                         like me, and we can play with all
                         the puppies!

               Willow shivers, and then gives up on her crossbow, throwing
               it aside as she lands a punch on Vampire Willow, right in
               the jaw. Vamp Willow stumbles back - but not for long! 

               She CHARGES towards Willow - and DUSTS as she lands with
               the STAKE Willow was fumbling with. Willow looks almost
               apologetic as she watches her doppelganger dust.

               Faith's back int he fight, exchanging BLOWS with Buffy.
               They're evenly matched.
               That is, until Buffy gets in a lucky hit in the gut and
               Faith stumbles backwards, blood squirting out of her mouth.

               Buffy's about to charge her - when Faith grabs Anya,
               holding a KNIFE to her neck. Buffy freezes, quickly
               stopping her attack. Faith smiles, she knows she's got
               Buffy good.

                                   FAITH
                         Move and she dies.

                                   BUFFY
                             (uneasy)
                         What makes you think I care about
                         her? She's just an ex-demon.

                                   ANYA
                         Hey! I'll have you know that -

               Faith presses the flat side of the knife into her neck and
               Anya gets the message, shutting up quickly.

               Faith returns her steely glaze to Buffy, whose faced with a
               dilemma - what does she do?

                                   FAITH
                         So what's it going to be, B? You
                         can't kill me without killing
                         her?

                                   BUFFY
                         What do you want, Faith?

                                   FAITH
                         I want to live. 
                             (spits)
                         But you took that away from me.
                             (beat)
                         And I won't let you do that
                         again.

               Buffy frowns at that last comment and scans the room - and
               spots something behind Faith and Anya. Faith catches the
               little twinkle in her eye.

                                   FAITH (CONT'D)
                         What?

               And Buffy lunges forward, pulling out a STAKE - and Faith
               quickly dodges, accidentally throwing Anya aside -

               - and Buffy sails through where they had stood - and JABS
               her stake down at the MEMORY JAR!

               It shatters, and suddenly all of the monsters stand still,
               except Faith.

                                   FAITH (CONT'D)
                         No!

               And then they all turn to dust and evaporate. Faith's the
               last one standing, but just as quickly she turns into a
               wisp of smoke and vanishes.

               The only bad guy left in the room is Ethan Rayne. He tries
               to make his escape - but Giles grabs him and forces him
               into the wall.

                                   GILES
                         What did you do?

               Ethan chuckles, clearly not giving an answer and Giles
               raises a fist to hit him. The others look slightly scared
               by this darker side of Giles.

                                   ETHAN RAYNE
                         It was..
                             (points at Buffy)
                         ...her memories. Extracted them
                         when I put the tattoo in her.

                                   BUFFY
                             (cutting in)
                         Yeah, do you know how much it
                         cost to get that removed?

               Giles ignores her, glaring at Ethan.

                                   ETHAN RAYNE
                             (hopeful)
                         Let me go?

               Giles scowls - and SUCKERPUNCHES Ethan. He goes limp and
               Giles drops him to the floor. He turns to the rest of the
               gang.

                                   WILLOW
                         What do we do with him?

               The gang all turn to look at Ethan - and he suddenly
               disappears in a FLASH of light!

                                   BUFFY
                         Oh. I guess that solves the
                         question.

               Buffy turns to leave, looking at Willow and Oz. They start
               to walk towards the warehouse doors.

                                   BUFFY (CONT'D)
                         So what are you guys doing
                         tomorrow? I mean, classes! 

                                   WILLOW
                         Isn't it exciting?

                                   BUFFY
                         I don't know. It hasn't really
                         sunk in yet.

               And as the trio walk off, leaving Anya and Giles behind,
               we:

                                                             FADE TO:



               EXT. SUNNYDALE STREETS - NIGHT

               Buffy and Willow walk along the sidewalk on one of
               Sunnydale's streets. Oz walks a little behind them, giving
               them space.

                                   BUFFY
                         So where were you today? We
                         phoned the dorm but only Anya was
                         there.

                                   WILLOW
                         Oh, I went to see all the
                         teachers, see if I could get an
                         earlier look at the courses. And
                         I went tot he library - the
                         librarians really cool, but
                         nothing like Giles.

               Buffy nods, trying to take it all in.

                                   BUFFY
                         And you didn't think to ask -

                                   WILLOW
                             (ignoring her)
                         And there was this girl hanging
                         outside Psychology, she was
                         trying to steal the test papers
                         so she could study them, and got
                         caught. It was quite amusing.
                             (beat)
                         Now, if you'll excuse me I need
                         to stop around by my house.

               Willow starts to walk away, without letting Buffy to get a
               single word in. Buffy raises a hand, as if too lazy to
               wave.

                                   BUFFY
                             (sarcastically)
                         Bye then.

               But Willow just doesn't hear her and keeps on walking. Oz
               walks up to join Buffy. He notices the concern on her face.

                                   OZ
                         She'll come around, you know.
                         It's just the first day. It does
                         this to her all the time. You
                         should have seen her first day of
                         Senior year.

                                   BUFFY
                             (distant)
                         Yeah.

               Oz frowns, because Buffy's clearly troubled by something.

                                   OZ
                         You okay? You look a bit... down.

                                   BUFFY
                         It's just... without Xander here
                         and Willow off on one of her
                         excitement thingies...

                                   OZ
                             (realizing)
                         You're starting to feel alone.

               Buffy looks at him, raising an eyebrow in surprise - he's
               got it, spot on.

                                   BUFFY
                         How do you do that?

               Whilst he's replying, Oz doesn't even smile, deadly
               serious:

                                   OZ
                         I'm good at reading.
                             (beat)
                         Look, we aren't usually ones to
                         hang, but if you need a friend...

               Buffy gets the message, nodding. She smiles at Oz,
               thankful.

                                   BUFFY
                         Thanks.

               As the two continue to walk, we:

                                                             FADE TO:



               INT. GILES' HOUSE - NIGHT

               Giles walks in, quickly followed by Anya. He raises an
               eyebrow at her appearance, but she doesn't notice.

                                   ANYA
                         Oh, look!

               She points to the chair they had the Mayor tied up in -
               he's gone.

                                   GILES
                         Yes, I presume his body
                         dissipated when you killed him.

                                   ANYA
                         Yay, me!

               There's silence for a few seconds, as Giles waits for Anya
               top say something.

                                   ANYA (CONT'D)
                         Well, I'm going.

                                   GILES
                             (muttering)
                         Thank god.

               Anya doesn't seem to hear his comment, as she keeps on
               talking as if he never said a word.

                                   ANYA
                         But I want you to know that I'm
                         not helping you people any more.
                         I almost got killed. I like being
                         alive. It's salty.

               Giles raises an eyebrow at Anya's last comment.

                                   GILES
                         "salty"?

                                   ANYA
                         But, maybe if you find Xander you
                         could...

                                   GILES
                         Yes, tell you. I'm sure Willow
                         will.

                                   ANYA
                         Yes, Willow. My roommate. Yay.
                             (beat)
                         But I did enjoy the beheading.
                         And the slapping. They are very
                         fun. I would like more. 
                             (beat; quick)
                         But only if Xander is here. He'll
                         like torturing. He'll think it's
                         kinky.

               Giles looks at her, horrified - Anya notices.

                                   ANYA (CONT'D)
                         I should go.

                                   GILES
                         Yes, please do.

               Anya lets herself out. Giles sighs, sinkign back into his
               chair. He pulls out a MOBILE PHONE and dials a number.

                                   GILES (CONT'D)
                         Buffy? Yes, it's me.
                             (beat)
                         I was wondering if you were okay?

                                   BUFFY (O.S.)
                             (filtered; over phone)
                         I'm fine Giles. Just a little
                         tired. It's been a long day.

                                   GILES
                         You get some good sleep then.
                         You've got a long day ahead of
                         you.

                                   BUFFY
                             (wry)
                         Thanks for reminding me.
                             (beat)
                         That all?

                                   GILES
                         Yes. Goodnight.

                                   BUFFY
                         Seeya.

               Buffy cuts off the call, leaving Giles to slowly pull the
               phone away from his ear.

               He looks at the phone and sinks deeper into the couch, deep
               in thought as we:

                                                             FADE TO:



               INT. RESIDENCE - BUFFY'S ROOM - NIGHT

               The dorm room door silently opens and Buffy tiptoes inside -
               and is slightly shocked to find Alice is awake. And drunk.
               Very drunk.

                                   ALICE
                             (slurred)
                         Hey....you...

                                   BUFFY
                         And you.
                             (beat)
                         Are you drunk?

               Buffy casts her a ridiculed look, to which Alice responds
               with a "Who, me?" Look. Buffy realizes she can't win and
               lets it drop.

                                   ALICE
                         Wild...party...wasn't...it?

               Buffy starts to walk towards her bed, shrugging off her
               coat and dumping it on her chair.

                                   BUFFY
                         Uh, I wouldn't know. I didn't go.

                                   ALICE
                         Oh. You...shoulda been...there,
                         B.

               Freezing when she hears the nicknamed Alice just assigned
               her, Buffy turns and casts her a cold look.

                                   ALICE (CONT'D)
                         You alright?

                                   BUFFY
                         Yeah. No. Maybe.
                             (beat)
                         It's just...that nickname. Brings
                         back some bad memories, that's
                         all.

                                   ALICE
                         Boyfriend?

                                   BUFFY
                             (dry)
                         Far from it.

               Without even getting changed, Buffy slips under the covers.
               Alice, however, has no intention of getting to sleep just
               yet.

                                   ALICE
                         Girlfriend? You strike...me as
                         someone whose tested.

               Buffy eyes her, giving off an odd look.

                                   ALICE (CONT'D)
                         Have you ever kissed a girl,
                         Buffy?

               Without answering, Buffy switches off the light on her
               bedside table and turns away from Alice.

                                   ALICE (CONT'D)
                         Play it that way then.

               And Alice then promptly falls back on the bed - and starts
               SNORING very, very loudly.

               Buffy looks over, casting an odd glance before grabbing the
               pillow and shoving it over her head in an attempt to block
               out the noise.

               BRIIING!

               Buffy snaps up from her bed, as does Alice.

                                   ALICE (CONT'D)
                             (out of it)
                         Whaaaa?

               Buffy scoops her mobile phone of the table, and finds that
               it's a Withheld number. She frowns, before answering.

                                   BUFFY
                         Hello?
                             (beat; no answer)
                         Hello?

               And then the call cuts off. Buffy looks at the phone,
               frowning, before putting it back on the bedside table.

               Alice looks over, confused as Buffy sinks back onto her
               bed, deep in thought and we:

                                                       FADE TO BLACK.



                              END OF ACT FOUR



                               END OF EPISODE
                                   CAST LIST

               Regular Cast

               Sarah Michelle Gellar - Buffy Summers

               Nicholas Brendan - Xander Harris

               Alyson Hannigan - Willow Rosenburg

               Seth Green - Daniel "Oz" Osbourne

               Anthony Stewart Head - Rupert Giles

               Guest Starring

               Emma Caulfield - Anya Jenkins

               Amanda Seyfried - Alice Berry

               Kristine Sutherland - Joyce Summers

               Robin Sachs - Ethan Rayne

               Also Starring

               Mark Metcalf - The Master

               Brian Thompson - Luke

               James Marsters - Spike

               Juliet Landau - Drusilla

               Harry Groener - Mayor Richard Wilkins III

               Robia Lamorte - Ehygon/Jenny Calender

               Amber Benson - Tara Mclay
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Script created with Final Draft by Final Draft, Inc.