A Buffy the Vampire Slayer episode written by Joss Whedon and transcribed by Joan the English Chick (pisces@englishchick.com).
Original Air Date: September 24, 2002

Transcriber's Notes:

GILES VOICEOVER: Previously on Buffy the Vampire Slayer...
Warren shooting at Xander and Buffy.
Willow getting Tara's blood on her shirt. Tara falling over.
WILLOW: Tara? Oh god!
Willow with red glowing eyes.
Willow in the forest torturing Warren.
WARREN: Somebody!
Warren getting his skin torn off.
Buffy, Dawn, and Anya in the underground pit.
ANYA: Things just got worse.
BUFFY: How worse?
ANYA: End of the world worse. Willow's going to destroy it.
Willow doing magic.
Willow crying in Xander's arms.
XANDER: I love you.
Buffy and Dawn in the pit.
BUFFY: Things have really sucked lately. That's all gonna change. And I wanna be there when it does.
Spike in the African cave.
SPIKE: Make me what I was.
DEMON: We will return your soul.
The demon putting its hand on Spike's chest. Spike screaming.


Open on an overhead view of a city, night. Subtitles tell us that this is Istanbul. Pan down across the front of a building. A person sits in a window. Pan down some stairs to a street.

Suddenly a young woman appears, running. She looks nervously behind her, continues running. She goes down a slope and off the paved road onto a dirt road, runs between some buildings.

We see some people/things following her, wearing long blue robes with hoods covering their faces. One carries a large dagger.

The girl continues running between buildings, along streets. She passes a door that's slightly open with a man looking out, but he closes it as she goes by.

The girl turns a corner and is in an alley, a dead end. She turns around anxiously and sees the hooded figures rounding the corner toward her.

She jumps up into a window and starts climbing up a drain-pipe attached to the side of the building. One of the hooded people grabs her leg but she kicks his hand off and keeps climbing.

She reaches the roof, pulls herself onto it and climbs up the sloped roof, but suddenly one of the hooded people is in front of her, grabbing her arms. She gasps.

The figure shoves her backward and she falls off the roof, screaming. She lands on the ground next to the building and groans in pain.

The robed figures grab her. She struggles but one of them holds her down while the other pulls the dagger from his/its belt.

The girl stares in horror at the knife.

The knife stabs downward...

Cut to: a cemetery. A vampire bursts out of the ground in front of his headstone. He's wearing a suit and tie. His upper body is out but he's still buried in the ground from the chest down.

BUFFY: (O.S.) It's about power.

The vampire looks over to find Buffy kneeling, watching him.

BUFFY: Who's got it ... who knows how to use it.

Buffy looks to her left.


Pan over to reveal Dawn standing at the foot of the grave. Buffy tosses her a stake and she catches it easily.

BUFFY: Who's got the power, Dawn? (vampire struggling to get out of the grave)
DAWN: Well ... I've got the stake.
BUFFY: The stake is not the power.
DAWN: But, he's new. He doesn't know his strength. He, he might not know all those fancy martial-arts skills they inevitably seem to pick up.
BUFFY: Who's got the power?
DAWN: (rolling her eyes) He does.
BUFFY: Never forget it. (stands) Doesn't matter how well-prepped you are or how well-armed you are ... you're a little girl.
DAWN: Woman.
BUFFY: Little woman.
DAWN: I'm taller than you!
BUFFY: He's a vampire, okay? Demon? Preternaturally strong, skilled with powers no human could possibly ever-
VAMP: Excuse me.

The girls turn to look at him. He's still only got his head and shoulders out.

VAMP: I think I'm stuck.
BUFFY: (in disbelief) You're stuck?
VAMP: My foot's caught on a root or something. I don't even know how I got down there. If you girls could just give me a hand...
DAWN: Hmm. So, he's got the power.
BUFFY: (rolling her eyes) Zip it. (walks toward the vamp)
VAMP: I really appreciate it, it's just it's so dark, and I don't even know what I'm doing...

Buffy leans over, grabs him by the back of his jacket, and pulls him up out of the grave.

VAMP: Whoa! Whoo. Thanks. That was a help.

He turns menacingly on Buffy.

VAMP: Unfortunately, it was the last-

Buffy grabs him by the throat.

VAMP: (wheezing) -thing you'll ever do.
BUFFY: Listen up. I'm the Slayer. You don't wanna get into it with me. You want blood? (indicating Dawn with her eyes) You can have hers.

The vamp turns to look at Dawn, who looks scared but determined, holding up her stake.

Buffy lets the vamp go and he advances toward Dawn.

BUFFY: Power. He's got it, he's going to use it. You don't have it, so-

Dawn backs away, then ducks and does a neat backward-roll under the vampire's grab. He falls down against a headstone.

BUFFY: (surprised) Use that. Perfect.

Dawn grabs her stake off the ground, goes over to the vamp and thrusts it into his chest. Straightens up with a triumphant expression, but quickly turns alarmed as she realizes she missed the heart. She thrusts the stake again, but the vamp grabs her arm and flings her aside.

Dawn finds herself on the ground next to a bagful of stakes. She grabs one and gets up to face the vamp again. She rushes him but he grabs her, turns her around and pins her against his body. Dawn shrieks, looks around. No sign of Buffy.

The vamp lowers his head to bite her neck. Dawn struggles.

DAWN: Buffy!

Suddenly a hand grabs the vampire's shoulder and pulls him aside. Dawn goes flying the other way as Buffy faces down the vamp. He attacks her and she kicks him, lands two punches, then he grabs her arm on the third punch. She kicks him, and he tries to flip her but she uses his momentum to flip him instead. He lands on the ground and Buffy kicks him, then turns to the weapon bag and grabs a sword.

The vampire gets to his feet and sees the sword, looks alarmed. Buffy swings, chops off his head, and he explodes into dust.

Buffy drops the sword to her side and sighs. Shot of Dawn clutching the side of her neck where she got slightly bitten.

BUFFY: It's real. That's the only lesson, Dawn. It's always real.

Buffy takes Dawn's arm and helps her up.

BUFFY: Let me see.
DAWN: It's nothing, it's just a scrape. Plus, I had a plan the whole time.
BUFFY: Really.
DAWN: Yeah. I planned to get killed, come back as a vampire, and bite you.
BUFFY: You wanted to be trained.
DAWN: (whiny) Well, just the next time when you-
BUFFY: (quietly) You did pretty well.
DAWN: (smiling) I did?
BUFFY: Yeah.
DAWN: 'Cause, you know, with the whole rolling thing, I was actually using his strength, and it was very t'ai-chi. Plus, I nearly got the heart.
BUFFY: My first time out? I missed the heart too.
DAWN: No way.
BUFFY: (firmly) Just the once.

Buffy moves to put the sword back in the bag and gather up her stuff.

DAWN: Well, the next vampire I meet-
BUFFY: The next vampire you meet, you run away. Just wish that were all we had to worry about -- vampires, demons ... they're nothing compared to what's coming.

Buffy gets up holding the bag, and they start to walk.

DAWN: I know. I just can't believe it's back.
BUFFY: Believe me, I thought I was long past it. I guess you never are. Just a few more days till it starts, and ... then we'll never know what's coming next.

Cut to: close on a red ribbon and a huge pair of scissors. It's daylight, and in background we can see a bunch of people in suits. Another person in a suit is wielding the scissors. We don't see any of their faces as the camera is focused low on the ribbon.

MAN: It is my great pleasure and privilege to announce the official opening...

Closer shot on a black man in his 30s, wearing a suit, holding the scissors.

MAN: ...on the very ground that it first stood upon...

Longer shot of the ceremony participants standing in front of a large building. In addition to the suited people there are several reporters with cameras, microphones, etc.

MAN: ...of the brand-new, state-of-the-art, Sunnydale High!

Cheers and applause. The man cuts the red ribbon.

Wolf howl, opening credits.

Special Guest Star Anthony Stewart Head. Guest Starring Alex Breckenridge, Kali Rocha, and DB Woodside as Principal Wood. Written by Joss Whedon, directed by David Solomon.

Act I

A wide meadow, day. Rolling hills with a clump of trees in the distance and more hills beyond that.

Pan down to reveal a low fence and Giles on a horse. Giles wears a long brown overcoat. He rides the horse alongside the fence. Subtitle tells us this is Westbury, England.

Fade to a hillside with trees and a wooden platform. Giles climbs the hill, on foot now. He approaches a large tree. Reveal Willow sitting cross-legged on the ground beside the tree, looking at the ground.

Giles walks up near Willow and looks at her.

Shot of the grassy ground where Willow is looking. A green stem appears out of the ground, rises up and blooms into a pink flower. Willow watches calmly.

GILES: That doesn't belong there.
WILLOW: No, it doesn't.
GILES: That's the flora kua ulaya. Native of Paraguay if my botany serves.
WILLOW: (smiles) Is there anything you don't know everything about?
GILES: Synchronized swimming. Complete mystery to me.

Giles climbs the last bit and crouches beside Willow, both looking at the flower.

GILES: Yep, Paraguay. Where's it come from?
WILLOW: Paraguay.
GILES: You brought it through the earth.
WILLOW: It's all connected. The root system, the molecules ... the energy ... everything's connected.
GILES: You sound like Miss Harkness.
WILLOW: (smiles) She's taught me a lot.
GILES: Then why aren't you in your lesson?
WILLOW: (stops smiling) Sorry.
GILES: It's all right. I think she was just-
WILLOW: Afraid. (Giles looking concerned) Yeah. They all are. The coven is ... they're the most amazing women I've ever met. But there's this, this look that they get. Like I'm gonna turn them all into bangers and mash, or something. (Giles smiling) Which I'm not even really sure what that is.
GILES: They're cautious. I trust you understand that.
WILLOW: I don't have that much power, I don't think.
GILES: Everything is connected. You're connected to a great power, whether you feel it or not.
WILLOW: Well, you should just take it from me.

Willow gets up. The flower closes up and sinks back into the ground.

GILES: You know we can't.

Willow walks away from the tree with Giles following.

GILES: This isn't a, a hobby or an addiction. It's inside you now, this magic. You're responsible for it.

Giles catches up with Willow and they walk side-by-side.

WILLOW: Will they always be afraid of me?
GILES: Maybe. Can you handle it?
WILLOW: I deserve a lot worse. (they stop walking) I killed people, Giles.
GILES: I've not forgotten.
WILLOW: When you brought me here, I thought it was to kill me. Or to lock me in some mystical dungeon for all eternity, or ... with the torture. (frowns) Instead, you ... go all Dumbledore on me. (Giles smiling a little) I'm learning about magic, all about energy and Gaia and root systems...
GILES: Do you want to be punished?
WILLOW: (softly) I wanna be Willow.
GILES: You are. In the end, we all are who we are ... no matter how much we may appear to have changed.

Cut to: Sunnydale residential street, day. A shiny new Ford sedan is parked by the sidewalk and Xander gets out of it, holding some rolled-up papers and wearing a nice suit. He closes the car door, buttons the suit jacket as he walks around the car and onto the sidewalk and up the walk toward a house. Close on a wooden mailbox, clearly hand-made, with the name "Summers" carved into the crosspiece.

Cut to inside. Buffy, wearing a white blouse and white pants, holding some envelopes, looks out the window in the dining room and moves toward the foyer.

BUFFY: (calls) Dawn? Xander's here.
DAWN: (O.S. from upstairs) Just a minute.
BUFFY: You're gonna be late.
DAWN: (O.S.) I'm comfortable with that.

Buffy opens the front door to let Xander in.

XANDER: Morning.
BUFFY: (calls to Dawn) Well, you gotta eat something. I made cereal.
DAWN: (O.S., annoyed) Okay!

Buffy walks toward the kitchen with Xander following.

BUFFY: You're unconscionably spiffy.
XANDER: Client meeting. How exactly do you *make* cereal?
BUFFY: Ah. You put the box near the milk. I saw it on the Food Channel.

They enter the kitchen, where orange juice and coffee supplies are set out on the island along with the cereal and milk. Buffy goes around the island and picks up a coffee cup, sorts through her mail.

BUFFY: You want something?
XANDER: I ate. I'm good. How are you?
BUFFY: My sister's about to go to the same high school that tried to kill me for three years. I can't change districts, I can't afford private school, and I can't begin to prepare for what could possibly come out of there. So, peachy with a side of keen, that would be me.
XANDER: Well, here's a little something for what ails you. (gestures with his roll of paper)
BUFFY: (drinking coffee) Mm, you got the rest? (putting down her mug)
XANDER: Take a look.

They go back into the dining room. Xander unrolls his papers and spreads them out on the table. They are blueprints.

As Buffy and Xander start to look, Dawn enters.

DAWN: Hey, check out double-O-Xander.
BUFFY: (pointing to kitchen) Go, talk with your mouth full. (Dawn exits toward kitchen)
XANDER: I've got two crews working on this diabolical yet lucrative new campus. (pointing at blueprints) One here finishing the science building, and one here reinforcing the gym.

Shot of the blueprints with Xander's finger indicating various points.

XANDER: There are no pentagrams, no secret passageways. Everything's up to code and safe as houses.
BUFFY: Nothing creepy? Strange? From beyond?

Dawn re-enters, carrying a bowl of cereal, and talks with her mouth full.

DAWN: [unintelligible] paranoid.
XANDER: Well, there is one interesting detail. I ... managed to scare up the plan from the old high school. (removing the top paper to reveal another underneath) You remember the very center of Sunnydale's own Hellmouth?

Xander puts the two sheets of paper together and lifts them toward the window.

BUFFY: Under the library.
XANDER: Right. So I lined up the plans new and old, and right exactly where the library was, we now have...

Shot of the blueprints. With the light from the window illuminating from behind, we can see the two blueprints overlaid on each other. The top (new) sheet has the words "PRINCIPAL'S OFFICE" directly above where the bottom (old) sheet says "Library."

BUFFY: Principal's office. (Xander nodding)
DAWN: So, the principal's evil?
BUFFY: Or in a boatload of danger.
XANDER: (taking blueprints down) Well, the last two principals were eaten. Who'd even apply for that job?
BUFFY: I guess we'll see. (takes Xander's wrist to look at his watch) Ooh, we need to leave now. (to Dawn) Do you have everything? Books, lunch, stakes?
DAWN: Check thrice.
XANDER: (softly to Buffy) Did you give her the-
BUFFY: (smiling) No, I was saving it.

Buffy goes to get something from a drawer. Dawn smiles excitedly.

DAWN: What is it?

Buffy takes out a small box with a ribbon tied around it.

BUFFY: (smiles) Back-to-school gift.

She brings the box over to Dawn, who smiles widely.

DAWN: It's a weapon, isn't it?
BUFFY: Yes. It is.

Dawn removes the ribbon and begins to open the box....

Cut to: exterior of the new Sunnydale High campus. Various students walking around, skateboarding, etc., all moving in the general direction of the entrance.

Xander's car pulls up, with Xander at the wheel, Buffy in the passenger seat, Dawn in the back.

BUFFY: (to Xander) I'm gonna take her to class, have a look around.
XANDER: Okay, I'll be on-site here all day, so if you have any needs...
BUFFY: Thanks.

Buffy and Dawn get out of the car, wave to Xander, and walk toward the school.

BUFFY: Now remember, if you see anything strange, or, you know...

A goth girl walks across their path, giving them a nasty look.

BUFFY: ...dead...
DAWN: I got it.
BUFFY: And stay away from hyena people, or, uh, any lizardy-type athletes, or if you see anyone that's invisible...
DAWN: Hey, Buffy, I think it's pretty safe to say that I'm not gonna see anybody that's invisible.
BUFFY: You know, you could still drop out. Only nerds finish high school.
DAWN: You know, I don't really think it's fair for you to try and scare me on my first day of high school. 'Cause, it is *so* redundant.
BUFFY: This place is evil.
MAN: (O.S.) Tough to let 'em go, huh?

They stop walking and turn to see the man who cut the ribbon earlier.

BUFFY: (wary) Hi.
WOOD: I'm Robin Wood, new principal. (shakes Buffy's hand)
BUFFY: Oh. Uh, Buffy Summers. This is Dawn.
WOOD: Nice to meet you.
BUFFY: So you're the new principal. (frowns) I ... expected you to be more ... aged.
WOOD: (laughs) You seem a bit young to have such a grown-up daughter.
BUFFY: (alarmed) No! Uh, uh, (nervous laugh) no, I mean ... sister.
WOOD: (embarrassed) Oh, right, um, of course.
BUFFY: (nervous laugh) You didn't really think she's my... (touching her hair anxiously) It's my hair. (to Dawn) I, I have mom hair.
DAWN: No...
WOOD: I actually have heard of you, Miss Summers, you graduated from the old high school, am I right?
BUFFY: Uh ... yeah, how did you-
WOOD: Well, I better get back to work. (shaking Buffy's hand again) Gotta start deadening young minds. It's really nice to meet you. (to Dawn) You have fun.

He walks off. Buffy watches with a frown.

BUFFY: Well, that was suspicious.
DAWN: (rolling her eyes) You betcha. Bye. (tries to walk off)
BUFFY: (grabbing Dawn's arm) Ooh! Dawn-
DAWN: (tolerantly) I know! You never know what's coming, the stake is not the power, To Serve Man is a cookbook, I love you. Go away!

Dawn walks off. Buffy folds her arms and looks worried, begins to walk as well.

Cut to inside the school. Buffy walks along the hallways, looking around. A bell rings. A few students are walking around.

Buffy turns a corner and walks down an empty corridor with rows of lockers on each side.

Suddenly a basketball slams into the lockers with a loud bang. Buffy jumps, stares.

The ball bounces across the floor and is grabbed by a pair of hands around a corner; we can't see the rest of the person.

Buffy frowns, walks quickly toward the corner, turns just in time to see a boy holding the basketball walking around another corner. He glances back at her and keeps going. Buffy follows.

Buffy comes around the corner and frowns in confusion, looks behind her, walks forward past more lockers.

As she walks by, the camera lingers on a door marked "Basement NO STUDENT ACCESS."

Cut to a classroom. Various students are sitting at the desks talking, etc. Dawn sits at her desk looking a little lonely.

TEACHER: Okay. I'm Mr. Lonegrin. Why don't we go around the room and introduce ourselves? Let's start with...

Close on Dawn looking nervous.

Cut to a restroom. Buffy enters, looks around, goes to the mirror and runs a hand over her hair, watching her reflection.

BUFFY: (pouty) It's not mom hair.

She starts to turn on the faucet, then notices something sitting on the counter beside the sink. It looks like a small bundle of twigs tied together with twine. Buffy picks it up.

As the camera pans back up again we see, in the mirror, a girl with skinless dead face and hands, dirty clothes and hair, standing behind Buffy.

DEAD GIRL: You can't protect her. (Buffy looking up in shock) You couldn't protect me.

Buffy whirls around, but there's nothing there.

Buffy looks around, very nervous.

Suddenly a dead man looms up next to her.

DEAD MAN: Get out, get out, get out!

Buffy gasps and backs into the corner formed by the sinks and the first toilet stall. She stares at the floor for a moment, then looks up. Again there's nothing there. She looks around nervously.


Act II

The classroom. Dawn is standing.

DAWN: I love to dance. I like music. I'm very into Britney Spears' early work, before she sold out, so... (shot of the other students looking at her, some laughing) mostly her, uh, fingerpainting and macaroni art. Very underrated. Uh, favorite activities include not ever having to do this again... (kids nodding, smiling) and, uh...

Suddenly Buffy bursts into the room.

BUFFY: Dawn!

All the kids turn to look. Dawn is mortified.

DAWN: What?
BUFFY: We have to go, it's not safe.
DAWN: But... (kids turning to look at Dawn again)
BUFFY: (realizing) We, um ... I mean, I ... saw...

Dawn gives Buffy a "get on with it" look. The teacher folds his arms.

TEACHER: Can I help you?
BUFFY: No. I, uh... (looks at students watching her) Dawn, I, I just thought you were, um, in danger ... of ... smoking.

Dawn looks very embarrassed. Buffy does too.

BUFFY: I'll ... be around.

Buffy exits, closing the door behind her. All the students turn to look at Dawn again.

DAWN: (resigned) I also have a sister.

Cut to: a woman playing a guitar. She smiles at a man sitting next to her, also playing a guitar.

WOMAN: (sings) You've done for me, everything I ... have ever dreamed...
MAN: (sings) Yooooou are a miracle...

Pan across to reveal that we're in a coffeehouse. Various people sitting around talking, drinking coffee, working on laptops, etc. Most of the people are watching the singers.

SINGERS: ...in my eyes. How do I ever say...

Pan further to reveal Halfrek and Anya sitting at a high table holding mugs. Anya wears jeans and a high-necked white blouse and has her hair up in a bun. Halfrek is dressed a bit more modern.

ANYA: God, they're depressing.
HALFREK: Oh, who are they kidding with that happy shiny crap?

Shot of the singers.

WOMAN: (sings) Everyone I have ever...

ANYA: Six weeks tops, and she's calling on me for vengeance.
HALFREK: (sarcastic) Ooh, he better run for cover. (chuckles)
ANYA: What's that supposed to mean?
HALFREK: Oh, sweetie, you know exactly what it means.
ANYA: 'Scuse me?
HALFREK: It's the talk of the Order. They're calling you Miss Soft-Serve. Tell me you don't know this.
ANYA: (shocked) But ... who?
HALFREK: Listen, Anya. I know I've always been a little competitive with you, I mean, there was that thing in the Crimean War, (laughs) we laugh about it now... But the fact is, I've actually always looked up to you. You were the single most hard-core vengeance demon on the roster, and everybody knew it. Do I have to mention Mrs. Cholgosh?

Anya gives a nostalgic chuckle and nods.

ANYA: Good times.
HALFREK: And then you lost your powers. It happens, and ... you fell for this Xander guy... (rolling her eyes)
ANYA: It was a glitch. A summer thing. I am *so* back in the vengeance fold.
HALFREK: No deaths. No eviscerations. You're not goading women into anything inventive, and you're not delivering when it is.
ANYA: I don't even know what-
HALFREK: Waitress downtown wished her husband was a frog? You made him French!
ANYA: (defensive) He's smelly! A-and with a little mustache, she-
HALFREK: Listen, Anya. If it was just me...
ANYA: What do you mean, if it was just you?
HALFREK: D'Hoffryn? The lower beings? They're all feeling the heat. (Anya frowning) Something's rising. Something older than the Old Ones, and everybody's tail is twitching. This is a bad time to be a good guy.
ANYA: (annoyed) What is this, an intervention? Shouldn't all my demon friends be here?
HALFREK: Sweetie... (looks away) They are.

Cut to: construction site, front of a building is labeled "Science Building." The entrance is roped off and various men in hard-hats are going around carrying equipment, etc.

Cut closer as Xander gives instructions to a female construction worker. She walks off and Xander resumes looking at blueprints. He looks up again and sees Buffy striding over, wearing her determined face.

XANDER: So, how's it looking? Does the place pass inspection?
BUFFY: Oh, it's great! If you're a zombie ghost thing.
XANDER: So school's back in session, huh?
BUFFY: Seems like old times.

Xander nods a greeting to another worker and moves away, taking Buffy's arm and leading her out of earshot.

XANDER: (quietly) So, zombies or ghosts?
BUFFY: I'm not sure. They were in the mirror, but they disappeared. Um, but they touched me. I think. Let's just start with dead and pissed.
XANDER: They were after you personally?
BUFFY: They talked about protecting people. Told me to leave.
XANDER: No damage though?
BUFFY: I think I may have destroyed Dawn's social life in all of about thirty seconds, but apart from that, no.
XANDER: Aw, being popular isn't so great. Or so I've read in books.
BUFFY: This isn't a coincidence, you know. The school being rebuilt? It means something.
XANDER: As in what?

Buffy just looks at him.

Cut to the classroom. Dawn is staring distractedly into space. The boy next to her leans over. He appears perfectly normal.

BOY: Can I borrow a pencil?

Dawn nods and unzips her pencil-holder, which is neatly clipped into her three-ring binder. She takes out a pencil and holds it out.

But now the boy is all wrinkled-skin and dead face.

DEAD BOY: Thanks a lot.

He stabs at Dawn with the pencil. She falls out of her chair and onto the floor, screaming and holding her face.

The other students all turn to look. A few of them get up. The teacher rushes over.

TEACHER: You all right?

Dawn takes her hands from her face, which is unmarked. She sits up a little and sees that the chair beside hers is empty.

DAWN: I'm sorry. (The teacher and other kids staring) There was a-a bee, it flew in my eye, I'm ... very allergic.

She stands up.

TEACHER: I think it's gone.
DAWN: Can I go to the bathroom?
TEACHER: Of course.

Dawn hurries to the door and exits. The teacher and other kids watch. One boy speaks quietly to another.

BOY: Guess it runs in the family.

Cut to the bathroom. Dawn enters, goes into the first toilet stall, closes the door and sits on the toilet, breathes slowly.

Soft noises from the next stall. Dawn looks to her right, slowly gets up. She opens her stall door and goes out, kneels on the floor. No feet are visible in any of the stalls.

Cut to the hallway. Some people are moving about. Buffy walks along quickly, looking down, and walks right into Principal Wood.

BUFFY: Ooh! Sorry.
WOOD: Miss Summers. I didn't know you were still about.
BUFFY: Uh, yeah, I was just looking-
WOOD: You know, I thought in general it was customary for a person who's graduated to, um ... you know, go somewhere else. (smiling)
BUFFY: Well, it's a new campus. Just getting to know it. You know, make sure it's safe. For my sister.

Cut to the bathroom. Dawn walks along the row of stalls, pushing each door open. The first two reveal empty stalls.

The third door swings open to reveal the goth-girl from before (Kit), crouching on the toilet with her feet up, crying. Both she and Dawn jump in surprise.

DAWN: Hey. What's wrong?
KIT: (crying) There's someone in here.
DAWN: (shakes her head, gestures behind her) It's only me.
KIT: (shakes her head) No. It's not.

Cut to the hallway.

WOOD: You know, I, um ... have to be honest, I actually know a little bit more about you than I let on before.
BUFFY: (wary) Isn't that interesting.
WOOD: Oh, it really is.

Cut back to the bathroom.

DAWN: Let's get you out of here, okay? Maybe we can get some air.

The other girl (Kit) looks nervous, but she unfolds her legs to get up.

DAWN: I'm Dawn.
KIT: Kit.
DAWN: Saw something pretty creepy, huh?
KIT: You wouldn't believe me. (moving toward the sinks)
DAWN: I kinda sorta think I will. Was there a pencil involved in any of-

Dawn looks in the mirror and suddenly freezes.

Reflected in the mirror are the dead girl and dead man that Buffy saw, and the dead boy from Dawn's classroom. They stand in a line behind Dawn and Kit.

Suddenly the fluorescent lightbulbs begin to explode, showering sparks. Dawn and Kit scream and put their arms over their heads.

DAWN: Come on!

Dawn grabs Kit and tries to run off, but hands begin to sprout from the floor and grab at their ankles. Then the tiled floor gives way. Both Dawn and Kit fall into the resulting hole.



Open on Willow's face gasping and panting. Pull out to reveal Willow lying on grass, with Giles kneeling behind her holding her by the shoulders, a building behind them.

GILES: Just breathe!
WILLOW: (panting) I ca- I can't!
GILES: Just breathe.

Willow calms down but continues panting harshly.

WILLOW: What happened?
GILES: What do you remember?

Willow sits up, leans on her hands.

WILLOW: We were talking ... and ... I felt...

Suddenly she pulls her hands up off the ground as if they were burned.

WILLOW: I felt the earth. It's all connected. It is, but ... it's not all good and ... pure and rootsy. There's ... deep ... deep black, there's ... I saw, I saw the earth, Giles. I saw its teeth.
GILES: The Hellmouth.
WILLOW: It's gonna open. It's gonna swallow us all.

The camera pulls away from them, into the building and down a dark hall.

Cut to Sunnydale High. The hole gapes in the bathroom floor, some tiles hanging over its edge. Pan down to the ground beneath, where Dawn and Kit are lying, unconscious.

Kit comes to, sits up and pokes Dawn's shoulder.

KIT: (anxious) Hey. Hey, wake up. Please wake up.

Dawn wakes up, groans.

DAWN: Oh god.

Dawn sits up, looks up at the hole above.

DAWN: Are you okay?
KIT: We have to leave.
DAWN: You're not wrong.

They stand up, brush themselves off.

DAWN: Come on. There's gotta be a staircase.

They start walking.

Cut to the hallway above.

WOOD: The school board recommended I spend a little time reading your record. It's, um, quite a page-turner. Kind of a checkered past.
BUFFY: (nervous laugh) More like a plaid. Kind of a clan tartan of badness, really. Uh, you know, but there were factors.

Cut to the basement. Dawn and Kit walk along slowly, looking around. The place is a maze of connecting halls and doorways.

DAWN: What did you see? When I found you in the stall.
KIT: (nervous) A girl. She said she died here, and that everybody dies here and that we would too.
DAWN: Here I was worried about not fitting in.

They turn a corner and come face-to-face with someone. Both girls jump back and shriek.

It's the boy who had the basketball earlier (Carlos). He looks just as scared as the girls.

CARLOS: Who are you?
KIT: Who are you?
DAWN: Are you dead?
CARLOS: Stop saying that!
DAWN: Look. We're not dead. We saw creepy dead people and we're just trying to get out.
CARLOS: I came down here for a smoke, you know? And I saw a, it was a janitor. He was yelling at me, I thought he was just pissed, but... (scared) I saw him in the light...
DAWN: Wait, you came down stairs? Where?
CARLOS: Man, I got no clue. I ran away like a girl. (upset) I don't know this place at all.
DAWN: (annoyed) Okay.

Dawn starts walking and the others follow.

DAWN: So, we could run around in circles...
VOICE: You really think you can run away?

The three teens turn around. Behind them is the dead man that Buffy saw. He advances toward them and they back away.

KIT: (nervous) It's not real.
DAWN: Lesson one: It's always real.
DEAD BOY: I tried to run too.

The dead boy emerges from the shadows behind Dawn and the other two.

DEAD GIRL: I tried to scream.

The dead girl appears from another direction. Dawn and Kit and Carlos are boxed in.

DEAD GIRL: It doesn't matter how much you scream. Nobody ever hears you.

The dead people advance toward the three kids, who look very scared.

DAWN: Hear me! Right! Oh! I-I got a present! (reaching into her pocket)
KIT: What is it?

Dawn pulls out a cellphone and opens it.

DAWN: A weapon.

Cut to the hallway.

WOOD: Well, it's clear your sister looks up to you, which I think is great-
BUFFY: No, she's much, much worse than me. (principal frowning) Trouble-maker. Uh, expulsion is really the only way to go. You know, or you could suspend her for three ... years...
WOOD: (chuckles) Well, how about we give her a chance first? Just as long as she keeps her grades up, and-

Sound of a phone ringing.

BUFFY: (nervous laugh) Boy. That's loud. (taking out her cellphone)
WOOD: That's part of why we don't allow cellphones in-
BUFFY: 'Scuse me. (into phone) Yeah?

The principal watches with a small smile. Buffy covers the mouthpiece.

BUFFY: (to principal) Uh, sorry, my dog -- uh, dog walker. (into phone) They're really dead?
WOOD: Oh my god.
BUFFY: (into phone) Uh, no, I'll, I'll be right there.
WOOD: Your dogs are dead?

Cut to the basement.

DAWN: (into phone) And Buffy? Isn't this reception amazing? I'm in the frickin' basement! (listens) Okay.

Cut to the hallway. Buffy hangs up and turns back to the principal.

BUFFY: Sorry about that, um, I, I have to-

She rushes off. The principal calls after her.

WOOD: Yeah, no, no, of course, and good luck with that ... dog tragedy.

He looks a little confused.

Cut to the basement.

DAWN: Help is on the way, guys. We just gotta figure out-

She pauses, looking around. The dead people are gone. Dawn and the other two kids look around fearfully.

DAWN: Where did they go?

Suddenly a dead hand grabs Dawn by the throat.

Cut to the bathroom. Buffy enters, looks around at the darkness (because the lights all exploded), sees the huge hole in the middle of the floor. She jumps into the hole without hesitation.

She lands on the basement floor in a crouch, straightens up and looks around. She walks down some dark corridors, looks around frowning.

BUFFY: (yells) Dawn?

She walks past some old filing cabinets, past an area that's sectioned off with wire grating. Buffy takes out her cellphone again, dials. We can hear the ringing of Dawn's phone somewhere nearby. Buffy looks around, walks toward the sound.

BUFFY: (into phone) Dawn? I'm close by.
DEAD MAN: Too late. But then, you're always too late, aren't you?

Buffy rounds another corner and sees the dead man. He's wearing a janitor uniform.

DEAD MAN: Sure as hell didn't save me.

Buffy turns off her phone.

BUFFY: Where's my sister?
DEAD MAN: I think she's lost.
BUFFY: I'm the one who let you die, why take it out on her? I'm right here. Come on, what are you after? Fear, revenge? Tasty brains?
DEAD BOY: I think I'd like Dawn to be my girlfriend.

The dead boy emerges from the shadows and stands behind the dead janitor.

BUFFY: (fake smile) Again, wrong sister. I'm the one that dates dead guys. And no offense, but they were hotties. I mean, I-I'm sure you had a great personality...
DEAD GIRL: Were you busy making out with your dead boyfriend while I was ripped to death by a werewolf?

The dead girl emerges from the shadows on the other side and joins the other two.

DEAD GIRL: Is that why you let me die? (Buffy rolling her eyes)
DEAD BOY: I was screaming for help when they pulled me-
BUFFY: Hello! (makes "time out" sign with her hands) Not making myself clear. I don't care how you died. I'm sorry for your loss, but where is my sister? (calls) Dawn!
DEAD MAN: She's not gonna hear you. This place is like a maze.
DEAD GIRL: This place is ours now. It was built on our graves.
DEAD MAN: All we want is for you to leave, so we can rest again.
BUFFY: Actually, I'm thinking all you want is to get between me and that door.

The dead people turn to look at the large metal door behind them.

BUFFY: Who's for finding out why?

The dead boy rushes at Buffy but she eludes his grasp, grabs him and swings him around, throws him into the dead man. As Buffy rushes toward the door the dead girl grabs her and jumps on her back. They fall over backwards. Buffy rolls quickly to her feet...

...and the dead people are right back where they were, standing in a row in front of the door. Buffy stares.

BUFFY: If at first you don't succeed...

Buffy does a flying leap over the dead people's heads that brings her right up against the door.

BUFFY: ...cheat!

She begins trying to pull the door open. The dead people grab at her shoulders and pull her back, but she throws them off. As she rushes toward the door again, it opens.

BUFFY: Dawnie, we have to-

Buffy rushes up to the doorway and finds herself face-to-face with Spike. His hair is tousled and curly and he wears a black shirt. He just looks grimly at Buffy.

She stares at him in surprise.


Act IV

Same scene.

BUFFY: Spike?

Spike just looks at her.

BUFFY: (confused) Are you real?

Spike laughs maniacally, then suddenly stops.

SPIKE: Buffy... (touches her cheek gently) ...duck.
BUFFY: What? Duck? There's a duck?

Suddenly a metal pipe hits her from behind. Buffy slumps against the door and falls to the ground. We see the dead janitor holding the pipe.

SPIKE: (backing away) No visitors today. Terribly busy.

The janitor swings the pipe at Buffy, who blocks it with her forearm. We see the dead girl and boy watching.

DEAD BOY: Told you to get out.

Buffy blocks another blow, then kicks the janitor's feet out from under him. She jumps to her feet, uses the door to shove the janitor aside, then closes the door with the dead people on the other side.

She locks the door and starts to back away. It's very dark.

BUFFY: Probably show up in a sec.
SPIKE: Nobody comes in here. It's just the three of us.
BUFFY: Spike, did you see Dawn? She came down here with some kids.
SPIKE: (yells) Don't you think I'm trying?!

Buffy pauses, looks taken aback. We see that Spike's black shirt is unbuttoned and there are scratch marks on his chest.

SPIKE: (backing away from Buffy) I'm not fast. Not a quick study. (tearfully) I dropped my board in the water and the chalk all ran. (more calmly) Sure to be caned. (laughs) Shoulda seen that coming.

He backs up against a wall. Buffy frowns, walks toward him. Spike looks nervous, pulls his shirt around him and edges away along the wall.

Buffy comes right up to him and slowly puts out her hand and pulls his shirt aside, revealing red scratch marks criss-crossing the skin over Spike's heart.

BUFFY: What did you do?
SPIKE: (not looking at her, whispering) I tried ... I tried to cut it out.

Buffy stares at him, frowning. Suddenly her cell-phone rings again. She turns away, pulls out the phone.

BUFFY: (into phone) Dawn?

Shot of Dawn somewhere else in the basement.

DAWN: Buffy, where are you?

Buffy turns back toward Spike, who is kneeling on the ground now, putting one hand on his head and muttering to himself.

BUFFY: (into phone) Where are you?
DAWN: I don't know.

We see Kit and Carlos huddling near Dawn looking scared.

DAWN: In a room by the furnace, near where we fell in. They dragged us in here and then they disappeared.
BUFFY: Yeah, they came after me too.
DAWN: Well, what do they want?
BUFFY: So far, to piss me off.
DAWN: Please, tell me it's working.
BUFFY: Oh, I'm damage-bound. I just can't figure them. Uh, ghosts can't touch you and zombies can't disappear, so I don't know what-
SPIKE: Not ghosts.
DAWN: What's that?
BUFFY: Hold on.

Buffy lowers her phone and turns back to Spike.

BUFFY: You know what they are?
SPIKE: (not looking at her) Manifest spirits controlled by a talisman, raised to seek vengeance. A four-year-old could figure it.
BUFFY: (into phone) Hang tight. I'll find you. These things can hurt you. You could hurt them too. Find a weapon. I'll come for you.

She closes the phone and puts it back in her pocket, turning back to Spike again. He stands up.

BUFFY: Spike, you gonna help me out?
SPIKE: (angrily) This is my home. (gesturing widely) I belong here. Always been here. (salutes) Cheers for stopping by.

Spike turns away. Buffy turns toward the door.

SPIKE: It's in the wall.

Buffy turns back to look at Spike. He's in shadows, leaning his hands against the walls and muttering. Buffy frowns.

BUFFY: (confused) I'll ... get back to you.

She unlocks the door and shoves it open.

BUFFY: (calls) Guys?

The hallway seems empty. Buffy looks around, raising her eyebrows.

BUFFY: Resentful dead guys?

She walks slowly into the hall, looking all around. Nothing.

BUFFY: This can't be good. Come on. Manifest spirits, raised up, controlled by a- (realizing) Talisman.

She pulls out her phone again, dials.

BUFFY: (into phone) Xander.

Cut to the furnace room.

DAWN: We need to find some kind of weapon. Just to hold them off.

Carlos begins rummaging on the metal shelves nearby. Kit joins him. Carlos produces two bricks.

CARLOS: I got these.
DAWN: Kit, gimme your bag.

Kit takes her schoolbag from over her shoulder and gives it to Dawn. Dawn kneels and dumps Kit's school stuff out on the floor.

Cut to the hallway. Buffy opens a door and goes through it, looking around.

Cut back to the furnace room. Dawn has finished putting the bricks into Kit's bag and pulling the draw-string shut.

KIT: Do you think they're gonna come back?
DEAD GIRL: (mocking) Think they're gonna come back?

The three dead people appear in the doorway.

DEAD GIRL: We never left. We'll always be here. Just like you.
KIT: No.
DEAD GIRL: (advancing) Why do you think we picked you? The ones no one will miss. The ones that don't belong. (scoffs) Spend all your time trying to get out of high school, and now you'll never, ever leave.

Dawn rushes forward with a loud grunt and swings the brick-filled bag at the dead girl's knees, knocking her to the ground.

The dead janitor hits Dawn in the face and she flies backward, screaming. Kit screams too.

Cut to the hallway. Buffy hears the screams and rushes toward them.

Cut to the bathroom. Xander bursts in and almost falls into the hole, catches himself.

XANDER: Whoa. (smiling) Contracty goodness. (remembering) Talisman, talisman.

He edges around the hole toward the sinks.

Cut to the basement. Dawn is lying on the ground as the dead janitor kneels by her and grabs her.

DEAD MAN: You can thank your sister for this.

Dawn gasps in fear.

Suddenly the door flies open at a kick from Buffy. The dead boy swings the lead pipe at her, but she ducks, does a somersault across the floor that ends in a kick to the janitor. He flies backward. Buffy and Dawn end up sitting next to each other.

DAWN: Thanks, sis.
BUFFY: We just need to keep them at bay.

The dead boy comes at them with the pipe again. They both scramble out of the way.

DAWN: The bag!

Buffy grabs the brick bag, pulls her feet back to avoid the dead boy's swing, and turns it into a flip that brings her to her feet, swinging the bag. She hits the dead girl with it, then throws it at the dead boy but keeps a hold on the bag's strap and pulls it back to her after it hits him.

Buffy continues spinning around, alternately hitting the dead people with the bag and kicking them. The dead boy attacks with the pipe again and she blocks his swing, kicks him back, kicks the janitor, kicks the pipe out of the boy's hand, and hits the dead girl.

Dawn, Kit, and Carlos back into corners, hiding and watching.

Cut to the bathroom. Xander crawls along the floor, looking around. He finds the talisman under the sinks.

XANDER: Yes! (picks it up) Talisman.

He stands up. Suddenly the dead girl appears, jumping onto Xander's back.

Cut to the basement. The dead janitor takes a blow to the face and goes down.

Dawn crawls out of her hiding place as the janitor starts to get up again. She grabs the lead pipe and tosses it to Buffy, who catches it.

BUFFY: (to janitor) You really wanna keep this up?
DEAD MAN: What're you gonna do? Kill us?

Cut to the bathroom. The dead girl grunts and struggles to contain Xander, but he gets his hands free and breaks the talisman in half. Yellow magic light bursts from it. The dead girl screams and explodes into a puff of yellow dust.

Cut to the basement. The dead boy and man also dissolve into dust. Kit and Carlos watch in amazement. Buffy watches warily.

CARLOS: Are they gone?
BUFFY: Yeah. The talisman must have been destroyed.
DAWN: (standing up) How'd you know it was a talisman?
BUFFY: (pause) There's always a talisman. (tosses the lead pipe onto the ground) The real question is, who put it there?

Kit kneels on the ground gathering up her stuff.

BUFFY: Come on, you guys. Let's go find a way upstairs. Assuming there is one.

They all start to walk.

DAWN: You really weren't kidding about this place. I guess it hasn't changed.
BUFFY: I don't know. It seems smaller.

Cut to the school hallway upstairs. Kids walking around, talking, etc. Buffy, Dawn, Carlos, and Kit stand together by a corner.

BUFFY: You guys are gonna be okay. School's intense, but you'll do all right as long as you're careful. And, uh, you might wanna think about sticking together.
KIT: Thank you.

Kit hugs Buffy.

CARLOS: Yeah, I mean it. (punching Buffy's shoulder) You are the coolest mom ever.

Buffy looks dismayed. Dawn steps in quickly.

DAWN: Oh...kay! Come on! Um, we still have a few more classes to live through.

Buffy is touching her hair again, looking upset. Dawn touches Buffy's elbow, gives her a quick reassuring head-shake, kisses her on the cheek.

Dawn, Kit, and Carlos walk off.

Principal Wood walks up to Buffy.

WOOD: Curiouser and curiouser.
BUFFY: What is?
WOOD: Carlos Trejo and Kit Holburn, right? Possibly the only two students in this school whose files are as thick as yours was.
BUFFY: You really did your homework, didn't you?
WOOD: Well, I was looking for one or both of them to actually implode in a fearsome way right before midterms ... but now I see that you got 'em socializing and hugging, and actually, if I'm not mistaken, headed *to* class.
BUFFY: Well, we shared an ... encounter.
WOOD: I know you were probably more than happy to get out of this place ... but, I gotta tell you, Miss Summers, I think you belong here.
BUFFY: Hum new? [?]
WOOD: Listen, I know this school's reputation. What, you think I got this job based on seniority? We got a lot of troubled students here, and just enough money to keep this place from caving in.
BUFFY: Yeah, you might need a little extra there.
WOOD: Well, we do have a community outreach program ... and the money we could pay you wouldn't even fold... (Buffy looking surprised) but it would just be a couple of days a week.
BUFFY: (surprised) Are you ... asking me to be a counselor?
WOOD: Well, I have a guidance counselor, but I was thinking the kids could use someone, you know, closer to their age who still-
BUFFY: I'm in.
WOOD: (surprised) Are you serious? You (lowers his voice) you did hear the part about the money, right?
BUFFY: Yeah, I heard. My schedule might be a little funtastic ... but, uh, I'll work it out. I'd like to keep an eye on this place.
WOOD: That's great. (looks at his watch) Look at that, it's not even noon and I've already bullied my first family member into helping out. (starts to walk away) I'm gonna be the best principal ever.

Buffy nods and watches him go with a small smile.

SPIKE: (V.O.) Uh, the thing is...

Cut to the basement. Spike is crouching on the floor with his arms wrapped around himself, rocking slightly.

SPIKE: I had a speech. I learned it all. (shakes his head) Oh, god, she won't understand, she won't understand.

He moves his arms to cover his head. Someone walks past him, pacing.

VOICE: Of course she won't understand, Sparky.

It's Warren. He stops behind Spike and addresses him.

WARREN: I'm beyond her understanding. She's a girl! Sugar and spice and everything... (gestures dismissively) useless unless you're baking.

Spike listens, holding still now, staring at the ground.

WARREN: (walking forward) I'm more than that. More than flesh...

Warren morphs into Glory (Season 5 villain).

GLORY: ...more than blood. I'm ... you know, I honestly don't think there's a human word fabulous enough for me.

Spike watches her over his shoulder warily.

GLORY: Oh, my name will be on everyone's lips. Assuming their lips haven't been torn off.

Spike looks down at the floor again.

GLORY: But not just yet. That's all right though.

Glory paces forward again and morphs into Adam (Season 4 villain).

ADAM: I can be patient. Everything is well within parameters. (turns) She's exactly where I want her to be. (looks down at Spike) And so are you, Number 17. (Spike looking wary) You're right where you belong.

Adam starts to kneel down, and morphs into Mayor Wilkins. He crouches next to Spike.

MAYOR: So what'd you think, you'd get your soul back and everything would be jim-dandy? Soul's slipperier than a greased weasel, why do you think I sold mine? (laughing) Well, you probably thought that ... you'd be your own man. And I respect that.

The Mayor lifts his hand to touch Spike's face.

MAYOR: But you-
DRUSILLA: -never will.

It's Drusilla's hand that caresses Spike's cheek as he continues to not look at her/it.

DRUSILLA: You'll always be mine. You'll always be in the dark with me. Singing our little songs. You like our little songs, don't you? You've always liked them, right from the beginning. (leans closer, whispers) And that's where we're going.

Drusilla morphs into The Master, and he stands up again.

MASTER: Right back to the beginning. Not the bang ... not the word ... the true beginning.

He begins to pace again. Spike continues staring at the floor, hugging his knees.

MASTER: The next few months are going to be quite a ride. And I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic schmuck ... if it hasn't sunk in already. Look at you. (scornfully) Tried to do what's right. Just like her. You still don't get it. It's not about right. Not about wrong.

The Master paces past Spike again. Close on Spike's face still staring at the floor.

Pan across Spike and back over. But now it's Buffy, standing there with her arms folded.

BUFFY: It's about power.

Executive Producers: Joss Whedon and Marti Noxon.

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