Walk on By

Author: Katar Hol <silveragent99[at]yahoo.com>

Rating: PG.

Ship. One central relationship in the past drives the story. No sex or anything. This follows as close as possible the format of a standard Buffy script. So it's a bit different than the fanfic formats of other authors.

Summary: Fifteen years after "Chosen" Faith, Kennedy, and Cordy all have visions of the world ending. And Xander and Dawn are somehow involved. Angel, Wes, and Cordy arrive to help Buffy, Faith, Wood, Kennedy, and Willow sort things out; but Dawn is nowhere to be found, Buffy's a powerless waitress, and Xander is surprisingly unhappy to see his old associates. Something is definitely up with Xander as he's not what they expected. [Note Spike is long dead and only referred to by name in passing].Disclaimer : All characters are owned by Mutant Enemy. This story is for amusement only. All rights and ownership of the story belongs to Mutant Enemy.

Disclaimer: All characters herein belong to Mutant Enemy and Joss Whedon. This sample screenplay is for amusement purposes only.

Author's Note: My first attempt at a fanfic.

Note: thanks to my beta reader I've made changes. This is the first of four acts in screenplay format. For anyone wanting the PDF version of the whole thing please e-mail me and I will attempt to send it to you.

"Buffy the Vampire Slayer"

"Walk on By"

TEASER

INT. FAITH'S BEDROOM - NIGHT

The Date appears onscreen: May 10, 2018. Faith tosses and turns in Bed next to Wood, dreaming. Both are older, more mileage ... Still looking good.

CUT TO:

We see a hose with water running out of it next to a partially washed car, suds on the car, a girl or woman laughing, cut to a radio with the first few bars of "Walk on By" performed by the Supremes playing.

FLASHBACKS

We see Xander on his skateboard in the pilot running into the railing looking at Buffy. We see him say "Can I have you." We see Buffy turn down Xander in Prophecy Girl. We see Xander tell Angel "at the end of the day you are still a vampire" and Angel's response "you are in love with her." Xander and Buffy with the sexy dance from When She Was Bad. We see Faith kick Xander out in the Zeppo, we see Xander telling the zombie in the same "I like the quiet." We see Xander tell "the lie" to Buffy in Becoming, we see Xander yelling at Anya in Hells Belles and hitting her in the head with the frying pan. We see Anya and Spike on the table having sex; then Spike trying to rape Buffy. We see Xander angry wanting to turn Spike into dust as beaten and sobbing Buffy tells him to let it go. We see Dawn ... Angry at Buffy in Grave saying it's true then. We see Dawn angry at Buffy in Dead Things saying Buffy would rather be in jail than with her. Dawn angry at Buffy in Gone for ignoring her. Xander telling Dawn she's extraordinary in Potential as Dawn cries. Anya telling Xanders she's over him. Anya asking Spike for sex in Get it Done. We see Dawn hugging Xander in Empty Spaces. Caleb poking Xander's eye out in Dirty Girls. Xander with Willow in Grave telling her he loves her. Xander alone in his apartment in Entropy. Anya telling Xander he's nothing but a scared little boy in Entropy. Xander being stabbed in First Date; Wood holding Xander while Buffy soothes Spike and takes a moment. Dawn telling Buffy tearfully "You were the one I trusted the most" from Him. Dawn's face seeing Buffy atop RJ from Him.

We see finally a barren, mars-like landscape. Nothing living, just dust and rocks and sand. And a Sign saying "Welcome to Chicago" half buried in the sand. With the first few bars of "Walk on By" playing and the woman or girl laughing.

Cut TO:

INT. FAITH'S BEDROOM - NIGHT

Faith wakes up.

FAITH
"Oh my god."

Wood wakes up and holds Faith.

WOOD
"Honey what's wrong? Another dream?"

FAITH
"Robin, the world ... It's going to end."

ACT ONE

INT. BUFFY'S APARTMENT - DAY

In a small, shabby two room apartment with fly specked walls BUFFY is sitting at her kitchen table circling Help Wanted Ads in the Chicago Tribune.

Musing to herself

BUFFY
"Well, THAT waitressing job didn't work out. How many places have I NOT been fired from lately? Maybe I'll try the loop?"

The door buzzer sounds. Buffy gets up to answer it. She sees WILLOW and KENNEDY at the door.

BUFFY (CONT'D)
"Will! Oh my god it's been years! How have you been?"

WILLOW
"Buffy! I missed you so much. It's good to see you again!"

Hugs all around for Willow, Kennedy, and Buffy. Kennedy and Willow enter the apartment. Willow and Kennedy are dressed elegantly in the latest Paris fashions and smartly made up; in contrast to Buffy's shabby T shirt and much faded jeans. Buffy is plain scrubbed but still beautiful with a downbeat simplicity.

BUFFY
"Will I love seeing you and Kennedy... But why are you here? Don't tell me the world is going to end? [pause] Again! [hopefully] Do you need me?"

Laughs bitterly

BUFFY (CONT'D)
"Not that I could do much about it now. I'm just a waitress who got fired from my job. I was CONVINCED
this manager at my last place was using human flesh in the hamburgers! [pause] Turns out it was just regular old beef. [Brightly] But hey he DID go to jail for healthcode violations. You should have SEEN the kitchen."

WILLOW
"Hey! Buffy the Hamburger Slayer. Well that's good. Say Buffy you haven't talked to XANDER recently have you? Or Dawn?"

Looking down at the floor, a bit ashamed

BUFFY
"Will ... Xander and I haven't spoken, well you know since ... and Dawn ... well we don't get along so good anymore"

WILLOW
"Buffy, I'm sorry. You and Dawn. And Xander? Maybe things will get better?"

Downcast.

BUFFY
"Yeah. Maybe."

Interrupting

KENNEDY
"I had this vision Buffy. About Xander [pause] and Dawn. Weird stuff. And it gets better. Everyone's had it Buffy. Me. Faith. Rona. ALL the slayers. Everywhere. And that's not all."

Willow's got the clincher.

WILLOW
"Buffy, even CORDY had this dream. This is serious stuff."

BUFFY
"What was the dream Will? Another apocalpyse? How many does this make? Do you need ..."

She breaks off. She's not the slayer anymore.

KENNEDY
"Buffy? It was stuff about Xander. In Sunnydale. And Dawn. I didn't understand it ... The stuff we all saw ... It doesn't make sense. Yeah. End of the world stuff. But Weird. And that Song. We need to talk to them. That's why we're here."

Looking around the shabby small apartment. Pity mixed with disdain.

BUFFY
"There was a song?"

KENNEDY AND WILLOW
(TOGETHER)
"Yeah. Real Annoying too."

BUFFY
"That's never good."

An awkward pause. No one knows what to say.

WILLOW
"We always wanted you around Buffy. But what Kennedy and I do? It's dangerous. It's why we stayed away. But you'll always be Dawn's sister. She'll talk to you. And so will Xander."

KENNEDY
"If I have to sit on them."

WILLOW
"Hey guess what? Faith is coming too? And Robin Wood."

She pauses.

WILLOW (CONT'D)
"I mean Faith can MAKE Dawnie talk to you. [laughs] Or Robin. He'll make her go back to High School."

BUFFY
"Now there's a threat."

WILLOW
"I've got Xander's phone number. We ... Sorta stayed in touch. We're gonna go see him. Tomorrow night."

Hugs Buffy. Keeping her arms around her

WILLOW (CONT'D)
"Hey. It's gonna be OK. I promise."

WILLOW (CONT'D)
"Oh yeah. Well ... looking on the brightside ... You can go shopping with us while we're here."

BUFFY
"Ah ... Well money's kinda tight right now. I'm between jobs at the moment."

KENNEDY
"Oh don't worry about that. We've got plenty of money, it's on us. [pause] Do you need any money? I mean ... It's the least I can do after I got your powers and all ..."

Buffy looks embarrassed ... seeing the shabby apartment and her worn clothes perhaps for the first time.

Mercifully the buzzer sounds again. Buffy moves to answer the door.

Angel is at the door Smoldering a bit. His coat has seen better days.

ANGEL
"Plane got delayed. Not much fun. It was SUPPOSED to be the red eye."

An awkward pause.

ANGEL (CONT'D)
"You'll have to invite me in."

A bit taken aback.

BUFFY
"Angel. Come in. What are you doing here? In Chicago?"

ANGEL
"Will didn't tell you?"

He enters the apartment. Tries not to see the shabby furniture. And tiny space.

WILLOW
"Hey Buffy? Guess what?"

Buffy's not happy. At not being prepared. She wanted to LOOK better, since Angel hasn't changed ... And she HAS.

BUFFY
"You could have given me a warning."

ANGEL
"Cordy had the same vision. She'll be here later. Right now we need to work fast."

Looking at Kennedy and Willow

ANGEL (CONT'D)
"You set it up?"

KENNEDY
"It's all set Angel."

Buffy is non-plussed. They are ignoring her. She's not the slayer anymore.

The buzzer sounds. Buffy goes to answer it.

BUFFY
"It's party central here. [pause and softly to herself] Who else is gonna dump on my life"

At the door are Faith and Wood.

BUFFY (CONT'D)
"Oh great just what I need."

FAITH
"Happy to see you too B."

Apologetically ...

BUFFY
"Faith. Robin. Will's here. With Kennedy. And Angel. Come in"

Faith and Robin enter, survey the crowded apartment. Robin eyes the group critically focusing on Angel.

FAITH
"Hey looks like we found the right party. Here for the Xander and Dawn sized apocalypse?"

KENNEDY
"We don't KNOW they caused it Faith. Just that they are involved somehow. [pause] Got the weird visions too?"

FAITH
"Yeah. And what the hell is UP with that song. It's familiar and VERY
annoying."

Robin eyes Angel suspiciously. In the background Willow is on her cell phone.

WOOD
"So ... Angel. I've ... Heard about you."

FAITH
"Robin honey DON'T start. I owe this guy."

WOOD
"Really?"

FAITH
"Really. Without him ... I wouldn't be here. So don't ..."

He's figured out ... Let Faith have her way.

WOOD
"Fair enough."

CUT TO:

EXT. GLOBAL CORP HEADQUARTERS IN DOWNTOWN CHICAGO - NIGH

The group strides across the plaza, Angel paying off the cab. Willow leads, followed by Buffy, Kennedy, Faith.

BUFFY
"What does Xander do here Willow?"

WILLOW
"Good question Buffy. I really don't know. He wouldn't tell me."

ANGEL
"I don't like this. What the hell is Global Corp anyway?"

BUFFY
"Huh?"

ANGEL
"I mean ... They come out of nowhere. Nobody knows where their money comes from. They've got weird people working for them."

BUFFY
"Weird people?

ANGEL
"Weird people. Like Wolfram and Hart weird. Out in LA ... We ran in to some of their people."

He muses

ANGEL (CONT'D)
"Things didn't go well."

WILLOW
"Well, maybe Xander knows something. [a pause] I ah ... didn't tell him you all were coming too. I sorta said ... Just me and Kennedy."

FAITH
"What the hell happened? I thought he was joined at the hip [pause] or at the groin with you and Buffy?"

BUFFY
"There was a thing."

FAITH
"What thing?"

WILLOW
"Buffy set up Xander ..."

FAITH
"On what ... Not a blind date where a demon chick tried to kill him?"

Buffy, Kennedy, and Willow look pained.

WILLOW
"It was worse."

FAITH
"What? Knowing that boy that's his style. I'm surprised he didn't end up marrying her."

WILLOW
"That's not very nice. And no she WASN'T a demon. [pause] Just a girl."

FAITH
"So what the hell happened?"

BUFFY
"Nothing good."

They come to the lobby and enter. The security guard at the desk hails them. Willow approaches.

WILLOW
"Hi. We are here to see Xander Harris."

GUARD
"Oh. You are expected Miss Rosenberg."

Looking at Kennedy

GUARD (CONT'D)
"You too miss Kennedy."

Looking doubtfully at the rest of them

GUARD (CONT'D)
"But I was told there would be only two of you. Not these other people."

Chanting softly to herself in Greek. Her words appear subtitled.

WILLOW
"Goddess, let this woman see our need to pass. Let us pass."

A pause, the guard shakes her head and changes her mind.

GUARD
"But I guess it's OK. You can go up. Top floor. It's all been cleared. Here are your badges."

Hands them out security badges.

Looking at the group.

GUARD (CONT'D)
"Please sign in."

The group signs the sheet on the clipboard.

CUT TO:

INT. THE ELEVATOR - NIGHT

The group stands around awkwardly. The elevator announces in a soothing voice "Welcome to Global Corp. Building your better Future." The doors close.

FAITH
"Gee Willow remind me never to piss you off with the Jedi Mind trick."

Defensively to Buffy ..

WILLOW
"It was only a little magic to get us in. You know how security is these days. We needed to ... " BUFFY
"Will ... It's OK."

WILLOW
"Well I was just saying."

Doors open onto the Top Floor.

CUT TO:

INT. TOP FLOOR OF GLOBAL CORP - NIGHT

They walk through the lobby, showing several security guards their badges as they pass through wordlessly to the inner office.

Willow approaches the secretary in the inner office

WILLOW
"Hi. I'm Willow Rosenberg. I'm here to see Xander Harris."

Raised voices come from the open doorway to a lush innner office. A woman's voice is heard sobbing.

WOMAN
"Please Sebastian. Please please give me another chance. Please."

Security guards drag / frog march the woman, an elegantly dressed model/actress/whatever ... through the doorway.

SECURITY GUARD 1
"Sorry Miss. You'll have to leave the building now."

The woman sobs as she's being frogmarched out; while through the open doorway a woman's voice lazily drawls

WOMAN 2
"Geez Sebastian. That's a new bimbo record even for you. What is it ... Two this month? Do you have some farm where you clone em? [pause] You don't REALLY clone them do you?"

Awkward pause as the secretary gathers herself and everyone looks embarrassed.

SECRATARY
"You can go in now. He's expecting you."

The group enters. Willow first.

CUT TO:

INT. THE OFFICE

The Office is lush and well appointed. Artwork hangs on the wall; while the office is dominated by a plain glass top desk, with a single laptop computer, and a huge glass wall overlooking downtown Chicago and Lake Michigan.

A woman is standing by the desk, at ease. She is twenty nine years old, red haired, elegantly dressed in a designer jacket and mini skirt, maximizing her slender figure and well toned legs. She has gloves on. Her eyebrows arch as she sees the group enter.

With his back to the group staring out into the distance is a man, broad shouldered and elegantly tailored.

Apologetically

WILLOW
"I'm sorry. I'm looking for a friend of mine. Xander Harris? I must have the wrong office."

The man turns around. He's wearing an eyepatch.

XANDER
"Hello Willow. You didn't say you were bringing [a bit flat with anger]... them."

WILLOW
"XANDER! Oh my god what are you doing here? Isn't this ..."

RED HAIRED WOMAN
"Oh ... and here I thought things were boring. It's looking up already."

Frowning at Angel, who is examining the artwork.

XANDER
"DON'T touch them."

Angel looks puzzled. Then excited.

ANGEL
"This is a Bracque. And a Degas. And a Blake engraving. They're ... Beautiful. And worth ... "

To Angel.

XANDER
"I know how much they're worth. And yes they are beautiful."

Looking at Angel

XANDER (CONT'D)
"Art has its uses."

BUFFY
"Xander ... aren't you glad to see me?"

Flatly.

XANDER
"No."

Moving to behind the desk to hug him and turns away and Willow does not complete the embrace. She tries to hide her hurt.

WILLOW
"Xander. I know you're mad. About ... But this is important. We need to talk to you. In private. Before your boss gets back. And you get in trouble."

RED HAIRED WOMAN
"This is just so funny!"

Looking at Xander.

RED HAIRED WOMAN
(CONT'D)
"You know you get more interesting every day."

Calmly looking at her.

XANDER
"I'm glad I keep you amused."

RED HAIRED WOMAN
"You always do."

Angel looks around, suddenly it dawns on him.

ANGEL
"This is your office. Isn't it? You run Global Corp."

Mildly without any emotion.

XANDER
"You're the detective. Or at least you were. What are you now ...
Working for Wolfram and Hart. Keeping evil safe? You used to be ... Somebody."

FAITH
"Xander ... We DO need to talk."

RED HAIRED WOMAN
"Why do they call you Xander?"

A voice comes from across the room

VOICE
"It was a high school nickname."

CAMERA ON:

THE CORNER OF THE OFFICE - NIGHT

A blonde woman in somewhat casual clothes from very expensive designers appears.

MARCY ROSS
"Hello Buffy. Still the same. [a pause] Willow. [a pause] ANGEL."

BUFFY
[puzzled]"Do I know you?"

WILLOW
"I'm sorry ... ?"

MARCY ROSS
"I guess not. Not any more."

Buffy, Willow, and Angel look puzzled.

RED HAIRED WOMAN
"Well, this is interesting. We got a vampire, a superchick, ANOTHER
superchick, and ... "

Moving to look at Willow

RED HAIRED WOMAN
(CONT'D)
"Like looking into a mirror. Damn. What is she some wicca? A witch? Probably a lesbian [snorts]"

Angel, Buffy, Faith, Willow and Kennedy all stare at her. The Red Haired woman smiles back; pleased with herself.

MARCY ROSS
"No she's ..."

Looking at Willow, then Kennedy.

MARCY ROSS (CONT'D)
"God Willow you HAVE changed."

WILLOW
"Did you go to Sunnydale? I'm sorry I don't remember you."

To the Red Haired woman

KENNEDY
"And who are you? How did you?"

RED HAIRED WOMAN
"I can always spot a superfreak. And vampires? Easy. They ALWAYS
forget to breathe."

Marcy and the Red Haired woman change posture, anticipating a fight.

XANDER
"D.D. Stop trying to bait them. I won't have a stupid fight in here. As it stands ... I have a more ... Productive outlet for your energies."

Shrugs her shoulders with half hidden disappointment. Marcy's tension eases as she realizes there will be no fight.

RED HAIRED WOMAN
"Fine. Whatever."

Looking at Willow and Buffy

MARCY ROSS
"That's OK, lotta folks forget my face."

RED HAIRED WOMAN
"Interesting friends you have here Archer."

Calmly without any hint of passion

XANDER
"I don't have any friends. As you well know. I just knew them in High School."

Buffy, Willow, and Kennedy look crestfallen and HURT. Marcy and Red Haired Woman are similarly hurt but conceal it a bit better.

Looking at the Red Haired woman.

XANDER (CONT'D)
"I changed my name. YOU know why?"

RED HAIRED WOMAN
"Oh yeah. Forgot."

Struggling to regain control of the situation and stunned

BUFFY
"Xander ... Listen I KNOW you are mad at me. And ... And you you have every right to be. I'm sorry about what happened ... I never meant ... I never wanted ... That. But you have to listen. It's important. Cordy, Kennedy, and Faith have all had visions or dreams about you, apocalypse stuff. Something bad is going to happen. We need to stop it."

Musing a bit

BUFFY (CONT'D)
"How many does that make?"

WILLOW
"Ah ... Twelve I think? Maybe more?"

FAITH
"Can we get back on the program? Xander ...?"

With arms crossed in front of him.

XANDER
"I'm listening. Willow what do you have?"

WILLOW
"Xander it's bad. They've all had the same dream. Sunnydale stuff. About you. Well and Dawn too. And then the world ends."

FAITH
"And don't forget the song. God that song is annoying."

Puzzled

XANDER
"Song?"

FAITH
"Yeah ... It's a really really annoying song, especially since ... " KENNEDY
"It's like I KNOW it. But I just can't figure it."

Xander's confused

XANDER
"What does a song have to do with me?"

BUFFY
"It's not the song that the First used to make Spike kill is it?"

KENNEDY
"No it's some sixties song."

Annoyed for the first time.

XANDER
"I could have gone the rest of my life without hearing THAT name."

FAITH
"Xander listen. Things are happening. Bad things. End of the world bad things. I don't know what your deal is with Buffy. But you are involved. And so is Dawn. You HAVE to come with us. Now. To talk to Dawn."

Abruptly Xander's mood changes at the mention of Dawn. With some passion he now reacts.

XANDER
"That's all you have? Dreams? A song? That's IT? Sorry. World Ending because of me? Not gonna happen."

Winding up.

XANDER (CONT'D)
"I make things. It's what I do. It's what the people at Global Corp do. Make the Future Better."

Pauses to look around and gets more impassioned.

XANDER (CONT'D)
"It was tough in the beginning. Almost went out of business twice. But we caught a lucky break. And ... We make things better. We help people. Biotech. Clean power generation. Space technology too. Maybe I'm not the slayer. Or a vampire with a soul [looking at Angel]. But I worked TWO jobs while putting myself through school. And I LEARNED. About how to fix things. And help people."

He's given this speech before

XANDER (CONT'D)
"Global Corp helps the blind see. Oh my eye is gone, but others ...
if it's not so bad ... We can help them. Or help someone in a wheelchair walk again. We fix things. Make it better."

Pauses and looks at the group.

XANDER (CONT'D)
"What we don't do is go out and get involved in a save the world crusade. I'll leave that stuff to you."

Looking at Kennedy

XANDER (CONT'D)
"I figured you'd understand."

To Faith and Willow, moving to the center of the room as he's talking.

XANDER (CONT'D)
"You told me to stay out of your save the world crusade in High School. Well, now I'm listening. I'm out.[Looking at Buffy] I'll let the the slayers and vampires and witches save the world."

Standing erect in the center of the office

XANDER (CONT'D)
"I'm not Xander Harris anymore. I'm Sebastian Archer. There's a reason I changed my name. Sunnydale ...
Was a long time ago. Let's leave it at that."

Fixing a look on Angel

XANDER (CONT'D)
"You're the big hero Angel. You save the world. I'll just fix it."

Marcy Ross and the Red Haired Woman look at Xander, amazed. They haven't seen him this animated in ages.

Softly to Willow and Kennedy

XANDER (CONT'D)
"Will, Kennedy. Good to see you again. But I can't help you. Goodbye."

A large group of heavily armed and body armored men file into the office.

CUT TO:

EXT. GLOBAL CORP HEADQUARTERS IN DOWNTOWN CHICAGO - NIGHT

The group is pushed out the door of the Global Corp lobby and the doors locked.

BUFFY
"Well ... That went well."

FAITH
"No it didn't"

FAITH (CONT'D)
"Damn Buffy WHAT did you do to Xander?

BUFFY
"I didn't mean ... This girl ... I
set him up ... On a blind date."

FAITH
"I take it things didn't go too well."

FAITH (CONT'D)
"You could say that. [pause] Did you catch what happened in there?"

WILLOW
"No what?"

ANGEL
"Yeah."

FAITH
"When I mentioned Dawn ... Xander set a land speed record throwing us out. There's something going on. She was always close to him. Sorry Buffy."

BUFFY
"No. It's OK. And yeah, Dawn was always close with Xander."

Willow and Kennedy exchange a look, which Faith catches but says nothing..

ANGEL
"Oh. That. No I meant the other."

KENNEDY
"What other"

FAITH
"You mean the girl who appeared out of nowhere? All of a sudden? Cause she sure as hell wasn't in that office when we went in."

ANGEL
"She also ... I didn't notice her. I should have. I should have heard her heartbeat. Smelled her. Things like that. But the other one. The other girl. She knew who we were. WHAT we were. And both of them ... They were ready. They weren't ..."

BUFFY
"What?"

ANGEL
"They weren't ... AFRAID of us. They should have been. Knowing. But they weren't."

FAITH
"That girl ... she wanted a fight. And she figured she'd win. I've seen that. Before."

ANGEL
"Yeah."

BUFFY
"We all have."

Kennedy, Faith, Buffy, Angel all nod in agreement.

ANGEL
"How the hell did he know I was working for Wolfram and Hart?"

They all pause to contemplate.

FAITH
"Damn! What the hell has Xander gotten into? Who the hell ARE those people?"

They all look at each other

WILLOW
"We REALLY need to find Dawn."

Everyone looks at Buffy.

ACT TWO

INT. BUFFY'S APARTMENT - NIGHT

Buffy, Willow, Angel, Kennedy, and Faith enter the apartment. Wood is waiting for them; clothing in disarray ... Covered in slime.

ANGEL
"What the hell happened?"

FAITH
"Honey are you all right?"

WOOD
"Slime demon. Things got ... " FAITH
"Messy?"

WOOD
"But we have a lead. There's a demon named ... Mr. Fabu."

He pauses.

WOOD (CONT'D)
"He's both a Demon Prophet and a ... "

Another pause.

WOOD (CONT'D)
"A demon fashion designer. You have to buy his clothes and agree to model for him."

This is just weird.

WOOD (CONT'D)
"He takes pictures. [pause] For his catalog. The good thing is ... He doesn't deal with humans."

Suspiciously

ANGEL
"Why do I have the feeling this isn't good for ME?"

He's enjoying seeing Angel squirm.

WOOD
"Angel ... You'll have to see him. He won't deal with humans ... And there's his demon guards."

Will Angel see him?

WOOD (CONT'D)
"You'll have to fight your way through them. Someone ... Non-human will have to go with you. Someone that ... Knows fashion."

KENNEDY
"I'll go. I knew Versace."

Huh? As the group reacts to THIS bit of news and Willow's figuring this info.

KENNEDY (CONT'D)
"Friend of the family. Seriously."

FAITH
"OK that's settled, Angel and Fashion Expert will go talk to this ..."

WOOD
"Mr. Fabu"

FAITH
"Right ... Mr. Fabu ... That's a stupid name by the way ... "

WOOD
"Tell me about it."

FAITH
"While the rest of us do research."

WOOD
"I take it the meeting with Xander didn't go well? Since he's not here?"

FAITH
"You could say that. He's ... " Interjecting seeing she's beeing ignored

BUFFY
"Look ... Xander was just angry. We ... We didn't part on good terms. He'll talk to us later."

FAITH
"But not until we do our homework. I hate trying to figure out where his head is at when trying to handle the guy. We need angles, an edge. And we're damned well gonna get it."

Buffy's not seen this side of Faith. Wood has questions.

FAITH (CONT'D)
"He's not what we expected. Not sitting in some cubicle like a drone. At Global Corp."

To Wood.

KENNEDY
"He runs it."

WOOD
"XANDER is Sebastian Archer?"

FAITH
"And I want to know ... How Xander Harris turned into Sebastian Archer. Something stinks."

WILLOW
"And he's got some strange people around him. There was that girl ..."

ANGEL
"Yeah her."

WILLOW
"And the one that left his office crying."

ANGEL
"You mean the ones his security goons dragged out."

WILLOW
"Uh huh. We need to find out about her."

FAITH
"And everything about Xander, Global Corp, and WHAT the hell he's been doing the last fifteen years."

Sounding hopeful

ANGEL
"Demonic possession?"

WOOD
"At this point NOTHING can be ruled out."

CUT TO:

INT. THE ENTRANCE TO MR. FABU'S - NIGHT

ANGEL
"I hate this."

KENNEDY
"Why?"

ANGEL
"It's so ... Predictable. We'll get into a fight, beat the bad guy, and get the information. And odds are it won't do us any good."

KENNEDY
"Well that's a negative attitude."

ANGEL
"Wait till you've been a champion for a hundred years. It gets a bit repetitive."

KENNEDY
"Don't be so down. Lighten up. Maybe we won't have a fight. And he'll just tell us what we want to know. Hey just use your charm and sweet talk him."

Shadows appear at the edge of the scene. A large group of someone's are approaching.

ANGEL
"What ... He's a guy. MR. Fabu remember? How in the hell am I supposed to charm a GUY?"

KENNEDY
"He's a demon fashion designer remember. Emphasis on FASHION DESIGNER?"

ANGEL
"Please let there be demons to kill. Please."

Demon warriors approach. They are all armed and ready to chop Angel and Kennedy into little bits with their axes.

ANGEL (CONT'D)
"Thank you God."

KENNEDY
"Cry baby."

Kennedy and Angel advance into the fray, fists flying and demon bodies being tossed aside

CUT TO:

INT. BUFFY'S APARTMENT - NIGHT

Willow and Faith are at Willow's laptop. Wood is on the phone in the background. Buffy is sitting on Buffy's tiny couch.

FAITH
"What the hell happened with you guys and Xander? Be nice to know."

Interrupting, his phone conversation done

WOOD
"That was my contact at the FBI. I
have to go out now. He's got some info on Global Corp. ... and Xander."

FAITH
"Honey I should go with you. You know how nervous I get when you are out by yourself."

WOOD
"It's OK. It's just a meet. Bradley? Remember Lake Charles? The Zombie Chemical Workers?

FAITH
"Do I? We had to BURN our clothes afterwards."

WOOD
"Well, that was the guy. Bradley."

FAITH
"THAT was the guy?"

WOOD
"Yeah."

FAITH
"OK then, but BE careful. Promise?"

WOOD
"Promise."

Wood bends down and gives Faith a tender kiss. Faith looks up and reaches for him, pulls him down for another kiss which is tender not passionate. Buffy, Cordy, and Willow gape open mouthed while Wes looks pleased his slayer has mellowed some.

Wood leaves Buffy's apartment. He doesn't look back but there is a spring in his step.

A bit non-plussed Buffy asks:

BUFFY
"What was THAT all about?"

FAITH
"A thing called love Buffy. Been together fifteen years. Didn't think we would. But ... here we are. [pause] Worth EVERY second of it."

FAITH (CONT'D)
"What about you Buffy? You hook up with Xander finally ... Then dump him? That why he's so mad?"

Buffy looks embarrassed

BUFFY
"You have GOT to be kidding me? Why would I WANT to get with Xander?"

Willow shoots Buffy a look of Anger while Faith cocks an eyebrow at the reaction of Willow and looks questioningly

BUFFY (CONT'D)
"Will ... I didn't mean it like that"

WILLOW
"And you wonder why he's mad Buffy?"

BUFFY
"No ... I understand. I never meant ... I just wanted him to be happy, after Anya. "

CUT TO:

FLASHBACKS

INT. CHICAGO NIGHTCLUB - NIGHT

The nightclub is noisy, with thumping disco music. The camera tracks XANDER as he enters the Nightclub with BUFFY.

BUFFY
"Xander there she is. She's PERFECT
for you. Go on over and talk to her."

XANDER
"Buffy, I don't know. Maybe this isn't such a good idea. I mean when you set up this blind date ... Did she know I'm half blind? [pause] You're supposed to laugh there."

BUFFY
"Xander she's gonna be OK with it. I am. You look fine. Dawn says you look like Nick Fury."

Xander brightens

XANDER
"She said that?"

Putting a hand on Xander in friendship.

BUFFY
"Yes she did and Andrew said you look very handsome too. [pause] Who's Nick Fury?"

XANDER
"Buffy ... It would take to long. And I'm starting to wonder about Andrew."

Laughs.

BUFFY
"I'm not."

XANDER
"Oh."

BUFFY
"Go over there and TALK to her Xander. GO!"

Buffy pushes Xander towards the bar ... Where a beautiful woman is sitting with her back turned to them. She does not see Buffy or Xander.

Buffy wanders over to the other side of the Nightclub to join Willow and Kennedy at their table.

WILLOW
"So I see Xander is finally getting back on that horse. [pause] Not exactly the imagery I was looking for."

KENNEDY
"I think it's sweet you set him up on a blind date Buffy. Is your friend gonna be OK with the Eye thing?"

BUFFY
"Susan? Sure. I mean ... It's XANDER. Of course she will be fine. Is Dawn here yet with her boyfriend ... What's his name again?"

WILLOW
"Mark. No haven't seen the Dawnster yet but I'm sure she will make an appearance shortly. She's probably parked and getting all ..."

Seeing Buffy's face darken a bit Willow changes course ...

WILLOW (CONT'D)
"Talky. I'm sure there will be lots and lots of talking. And no kissing. And no heavy petting. And no boinkage. There will be positively no boinkage and LOTS of talking. Lots."

BUFFY
"Take it easy Will. She's GONNA
start dating ... And more sooner or later. [pause] I'm just glad she's FOUND a boyfriend. And that he's you know ... Normal not a vampire or a werewolf"

Seeing Willow's face react badly to that word ... Buffy reverses herself

BUFFY (CONT'D)
"Not that there's anything wrong with werewolves ... It's just ...
I'd be happier."

WILLOW
"If she found someone like her ... " KENNEDY
"Normal."

BUFFY
"Yeah. Like that."

CUT TO:

INT. CHICAGO NIGHTCLUB - NIGHT

CAMERA ON XANDER

He sidles up to the woman. He's in profile. His patch not visible.

XANDER
"Hey. Buy you a drink?"

SUSAN
"Sure. You here alone."

XANDER
"Pretty much. I have some friends here ... But I'm new in Chicago ... [pause] And my god that's an awful line. But I really am new. Just moved from Sunnydale."

SUSAN
"The dissappering town? For real?"

XANDER
"For real. And that's not the half of it."

He turns to face Susan full on.

Susan is momentarily taken aback, but catches herself.

SUSAN
"Hey. I have a great idea. I'm going to meet my friends ..."

Susan pauses, seeing Buffy over her shoulder, waves to Buffy who waves back.

SUSAN (CONT'D)
"And why don't you buy me ANOTHER
gin and tonic and come join us?"

Thinking this isn't so bad. Not the dating hell he expected.

XANDER
"Hey. That'd be great."

Susan moves over to Buffy and Willow and Kennedy.

A handsome young man joins the group.

MARK
"Hi."

Flirting a bit.

BUFFY
"Hey yourself. I'm Buffy."

Willow tries to signal Buffy but Buffy is in full flirt mode.

MARK
"Haven't seen you here before? New?"

BUFFY
"Yeah. How about you?"

MARK
"Oh I'm local."

SUSAN
"God Buffy you HAVE to save me."

BUFFY
"What's wrong? Is it .. ""

SUSAN
"No ... It's some loser ... he's been trying to pick me up. Can you and your friends help me get rid of this guy?"

MARK
"Hey I'm always ready to help a lady?"

BUFFY
"Hey that's sweet."

Looking at Susan

BUFFY (CONT'D)
"But what about Xander? I mean can't he?"

SUSAN
"No I just want this guy to know ... He shouldn't be in here. He's not the kinda guy who should be in a club like this."

Buffy looks a bit puzzled while Willow and Kennedy start to get uneasy.

MARK
"Hey Buffy I have an extra shot of tequila? Wanna try? And do the lime trick?"

BUFFY
"Sure. What's the lime trick?"

MARK
"First do the shot."

Buffy takes the shot from Mark and downs it in one gulp. She's gasping ... Without slayer power it's a wallop.

BUFFY
"Gaaah. Gimme ..."

MARK
"Take the lime and hold it in your mouth."

BUFFY
"Like this"

Buffy puts the lime in her mouth. Mark suddenly reaches over and starts to suck the lime in Buffy's mouth. Buffy is surprised but not unhappy at this turn of events and sucks back with vigor. This night is not so bad after all she thinks.

WILLOW
"Ah Buffy ... "

Dawn joins the group. She's seen what's going on. She's not happy ... Her whole body vibrating with anger and tears starting to well in her eyes. Her voice is flat with anger.

DAWN
"Buffy. Stealing my boyfriends again?"

Buffy hears this ... Pulls away in horror.

BUFFY
"Dawn. THIS is your boyfriend?"

DAWN
"Ex boyfriend. Too bad your'e not my ex sister."

MARK
"Whoa. You are Dawn's sister? You're HOT. Way hotter than ..."

Buffy is momentarily pleased by being called HOT by the attractive young man.

BUFFY
"Yes I'm her sister ... Dawnie wait"

As Dawn starts to move away.

Xander appears with a drink for Susan.

XANDER
"Hey. I see you've all met."

CUT TO:

INT. THE ENTRANCE TO MR. FABU'S - NIGHT

The fight is winding down. Bodies are flying everywhere, as Kennedy and Angel fight back to back. The last of the demon warriors falls. The doorway to Mr. Fabu's opens as Kennedy stands panting and Angel fixes his mussed hair.

A butler stands in the open doorway. He looks like he's been dead for about ten years. A zombie.

BUTLER
"You have won Champions. If you would be so good as to step this way ... Mr. Fabu is waiting for you."

ANGEL
"OK, not what I was expecting"

Kennedy and Angel exchange a look and enter into Mr. Fabu's studio.

CUT TO:

INT. MR. FABU'S STUDIO

Mr. Fabu's studio is light and airy, in contrast to the gloomy exterior. Pictures of models abound, done up in the latest fashions. Only instead of Giselle Bundchen and other human supermodels the models are all demonic; some with horns others with prickly spikes coming out of their head like Doyle. Angel takes this in while Kennedy eyes the fashions in the pictures.

KENNEDY
"You know some of these fashions ... I'd like to wear them myself."

ANGEL
"Your'e kidding."

KENNEDY
"No really."

They reach Mr. Fabu. Who is a huge, grossly fat demon wearing a pink and white T Shirt with "MR. FABU" in big bold black capital letters. He is seated behind an imposing desk.

Mr. Fabu speaks with an effiminate, slightly foreign accent that's hard to pin down but sounds like Bronson Pinchot.

MR. FABU
"So. You have defeated my warriors Champions. And you are not human ... A vampire ... And can it be ... A Slayer?"

ANGEL
"Yes. A vampire and a slayer. THAT
alone should tell you something. We've come for answers. About the apocalypse."

MR. FABU
"And answers you shall have ...
Vampire with a soul ... ANGEL."

ANGEL
"You know my name?"

He and Kenendy exchange looks

KENNEDY
"What do you know about us?"

MR. FABU
"Many things. I have heard of your fame throughout the land. Forgive Mr. Fabu for not rising. But Mr. Fabu finds the practice ... of the great human film actor Marlon Brando ... To be ... Soothing. Mr. Fabu does not want to offend."

ANGEL
"Wait. Do you mean that you're ... Like Brando ..."

MR. FABU
"Exactly. Mr. Fabu does not wear pants."

ANGEL
"No no no. That's OK. PLEASE don't get up. We just want to know about the apocalypse. Who is causing it?"

MR. FABU
"Mr. Fabu will answer all your questions. But first you must ...
DO something for Mr. Fabu."

CUT TO:

INT. PARKING GARAGE - NIGHT

Wood stands waiting. He hears approaching footsteps and Bradley appears.

BRADLEY
"Robin. Been a long time. Thanks for Lake Charles."

He nods in thanks.

WOOD
"You got the info?"

BRADLEY
"Yeah. I got it. I was there. For part of it. When it all started. Always pissed me off too"

Wood raises an eyebrow

WOOD
"When WHAT started?"

BRADLEY
"When Global Corp. went from some crummy factory on the Southside, barely making ends meet ..."

WOOD
"To?"

BRADLEY
"Monster hunting. For cash."

WOOD
"Come again?"

BRADLEY
"Do you honestly think they made MONEY on their biomed stuff? [he laughs]. It was a scam. Right from the start. And it's gotten worse too. They REALLY piss me off."

WOOD
"Monster hunting?"

BRADLEY
"Monster hunting. Biomed ... that stuff never paid off. So they hunted monsters for cash ... your vampires, your werewolves, demons. Whatever. All those guys. Gotta remember, back then it was like the frickin Wild West. After L.A., Jasmine, and Sunnydale doing a Houdini ... People KNEW."

Wood's heard this before

WOOD
"So? Everyone knows. I still don't see ..."

BRADLEY
"Thing is ... Back then we weren't ready. We didn't have laws, we didn't have the ... Expertise. People panicked ... Fido gets eaten? Your kid doesn't come home? Folks got scared. It was Monsters. So they put out bounties. Kill the monster. Collect the cash."

He pauses

BRADLEY (CONT'D)
"Did I ever tell you how much I HATE vigilantes?"

He sees Wood's look

BRADLEY (CONT'D)
"Hey. You and your super girlfriend. You know the score. You don't go off the deep end. You got any IDEA how many innocent people got killed? How many STILL get killed? Cause they look funny, they maybe have some weird religion, some asshole thinks they're a demon. So they end up dead."

BRADLEY (CONT'D)
"You always drew the line. It's why I'm here. This guy Archer, used to call himself Harris, he and his girlfriend. They didn't."

CUT TO:

FLASHBACK - 15 YEARS AGO

EXT. A CHICAGO STREET

BRADLEY (V.O.)
"So Harris, Archer, whatever the hell he calls himself ... He and his girlfriend were out of cash. But they heard about a bounty being offered. Rumor had it ... A ten year old girl had been snatched. Right off the street. In front of Momma's house. By maybe a pack of Werewolves. People got scared and ANGRY. So they put up a bounty. A bit one."

We see a montage. Xander and Dawn talking to kids. Holding a ten year old's picture. Dawn is wearing a short skirt and a low cut top. She leans over to talk to a young boy. He's impressed with Dawn's ... cleavage. He tells her what she wants to know and points up the street.

CUT TO:

EXT. - A CHICAGO ROW HOUSE - DAY

We see a battered car pull up. It's ten years old, and mostly covered in Bondo. Xander and Dawn get out. Dawn's traded the short skirt and low cut top for something more appropriate. Military surplus. So has Xander. They get out of the car (Dawn's driving) and go to the trunk. Xander pulls out a heavy, double bladed Axe. Dawn puts on a dual shoulder harness. She has twin Browning High Powers which she quickly covers with a black jacket. She smiles at Xander reassuringly.

BRADLEY (V.O.)
"We got there after it was all done, but the way we figure it ... They went around back first."

Dawn and Xander move to the back of the house. Loud Hard Rock music plays from the house. Their attention is drawn to the trash cans. There are a LOT of flies there. Dawn takes the lid off the largest trash can. A human femur is visible. It looks ... Gnawn. Eaten

BRADLEY (V.O.)
(CONT'D)
"So we figure they saw it. First. BEFORE they went in. Around back. Neighbors said the music was playing. Probably why they never heard em coming."

Xander and Dawn creep to the back porch. Dawn looks at Xander. They understand. They are going to kill everything that moves in the house.

Dawn and Xander enter the house.

CUT TO:

INT. THE CHICAGO ROW HOUSE - DAY

BRADLEY (V.O.)
"Way we figure it, they never had a chance."

Dawn and Xander enter the back room, and make their way to the Kitchen. A boy is at the stove. He's fourteen. He's ... frying something in a skillet. He looks at Dawn and Xander ... and SMILES.

BRADLEY (V.O.)
(CONT'D)
"So she shot the kid by the stove first. Twice. In the head."

Dawn shoots the boy. Twice. In the head. He falls down.

Xander follows Dawn's lead as she advances into the kitchen. There are two more boys. One fifteen years old, and the other looks only twelve. The younger one is frightened and runs away. The older one starts ... CHANGING. Into something horrible ... A werewolf.

BRADLEY (V.O.)
(CONT'D)
"I will say this. It wasn't their first time."

As the the werewolf advances on Dawn she's firing BOTH High Powers while vaulting onto the kitchen counter and dodging the monster's claws. Xander cuts him down from behind with the axe.

Dawn follows the younger boy through the house. He's not changing. He's just trying to get away. He's at the front door. He's almost got the locks undone so he can escape ... When Dawn catches up with him.

BRADLEY (V.O.)
(CONT'D)
"Look. I have NO problem with the older two. They deserved it. What they did to the little girl, what they did to a whole buncha other people ... I don't have a problem with that."

Dawn looks at the young boy. He's looking back at Dawn. He's pleading. With his eyes. For his life. He doesn't want to die.

WOOD (V.O.)
"But?"

BRADLEY (V.O.)
"But. The youngest. He didn't want to be there. He never took part. Not in the killings. Or the other stuff. He got bit. Wasn't his fault. The others, they threatened ... Him. His family. If he told. Hell they made videos. We found it on tape. Kid was BEGGING for them not to do it."

Dawn looks at the boy. She gives him a sad smile. And shoots him. Five times. Deliberately. Till he stops moving.

BRADLEY (V.O.)
(CONT'D)
"Thing is ... The kid. The young one. He dropped the dime on them. Anyway. Even though he figured his buddies would kill him. Called 911."

Xander and Dawn drag the bodies into the center of the room. Xander looks at Dawn as the youngest is brought into the room. Dawn takes the axe from Xander. It's bloody work.

BRADLEY (V.O.)
(CONT'D)
"Found them after they'd been ...
Dealt with. Even a werewolf won't come back from silver bullets ...
And THAT."

CUT TO:

EXT. THE CHICAGO ROW HOUSE

Dawn and Xander are back in the car. Dawn looks at Xander. She suddenly moves closer to him. She kisses him. Long. The car drives off. Sirens sound as the police are coming.

BRADLEY (V.O.)
"Did I tell you how much I HATE
vigilantes? Kid was only twelve. He deserved better."

CUT TO:

INT. THE PARKING GARAGE

WOOD
"Well ... THAT was interesting."

BRADLEY
"I could never pin that on them. I KNEW they collected. All of sudden they're paying off the bills? And then ..."

WOOD
"What?"

BRADLEY
"Then they got cover. Big time. We got told to lay off. Someone's protecting them. Global Corp. Stinks. And you can quote me."

WOOD
"That it?"

BRADLEY
"Yeah. One more thing. Everyone thinks the guy is the most dangerous. He's not. It's the girl."

WOOD
"The Redhead?"

BRADLEY
"Redhead? Not unless she dyed her hair. Brunette. Long legs. Attitude. Watch her."

Wood raises an eyebrow

BRADLEY (CONT'D)
"She can move. Think fast. Doesn't panic. SHE did most of the killing in the house. She's dangerous."

WOOD
"I'll keep that in mind."

CUT TO:

INT. MR. FABU'S STUDIO

Kennedy is standing outside a door. She's talking to Angel.

KENNEDY
"Angel. This is ... It's just the bravest thing I've ever seen. I want you to know ..."

She pauses ...

KENNEDY (CONT'D)
"I will ALWAYS think of you as a hero."

Angel comes out of the dressing room. Not happy. He's wearing a too tight suit with high water pants, pink socks, pink shoes, and a hideous lime green shirt with ruffles. The suit itself is dark blue ... But has MANY MANY rhinestones sewn into it.

ANGEL
"If you ever tell ANYONE about this ..."

KENNEDY
"I would never. This ... This ...
It's just so ... Brave."

ANGEL
"Laugh it up. At least he's not getting up from the desk."

KENNEDY
"And you wonder why I'm with Willow?"

MR. FABU
"Ah ... Splendid. Angel that is marvelous. You WILL appear in my Fall catalog will you not? I mean you are known as THE fashion trendsetter amongst the undead."

Angel brightens a moment ... Then considers his outfit.

ANGEL
"Listen ... I want answers!"

Flash! The undead Butler is taking picture after picture.

BUTLER
"Work with me vampire, work with me. Show me your growly side, put some teeth into. GRRR"

MORE than a little annoyed.

ANGEL
"I'll put some teeth into you. [pause as he considers the Butler's state] Maybe not."

MR. FABU
"Well then. The time has come for Mr. Fabu to tell you all he knows ... And ..."

Suddenly Mr. Fabu's manner changes. His accent vanishes and his effiminate manner suddenly changes. He becomes a demonic version of a tough Southside Chicago resident. And he starts crying.

MR. FABU (CONT'D)
"Oh hell. What's the use. We're all going to die ANYWAY. Even my scam is useless now."

ANGEL
"What the hell just happened?"

MR. FABU
"Look. Every Demon's got an angle. Mine ... Was fashion. I figured out if I just acted like the biggest frou frou the world had ever seen and made the most hideous clothes ... demons would flock to me. I mean ... Where's the demon Armani? Hell's own Versace?"

KENNEDY
"Donna Karan?"

MR. FABU
"Hey that's good sweetheart. Don't let the fricking frou frou stuff fool ya. I'm one hunnert percent guy. Maybe you and me afterwards ... you know the world IS ending. It can't be stopped."

Finally out of patience.

ANGEL
"The world. Ending. Now. Or you'll end. Now. But painfully. And pants WILL be involved."

The butler suddenly finds somewhere else to be as Mr. Fabu grows nervous.

MR. FABU
"Hey look. No sweat. Look I'm no seer ... That stuff is crap anyway ... But I hear things. Important things. Word is that the world IS coming to an end, but nobody and I mean NOBODY saw it coming. Not a prophecy, not a seer, not the pyschic friends network. Even John Edward couldn't predict it. It's just ... Happening. And not by magic. Or else the big boys ...
They'd know. But EVERYONE is checking out. Not like the sun deal. Even demons go down this time."

Pause as this sinks in.

MR. FABU (CONT'D)
"And the powerful ones ... they are as clueless as the rest of us."

He pauses, hopefully

MR. FABU (CONT'D)
"Hey look ... Can't blame a guy for working with what he's got. Can ya? Hey look maybe she can help?"

He points to his butler with a woman.

The demon butler comes back with a woman in dissarray in tow. She's disheveled and disoriented.

AMY
"Angel. Thank god. You gotta help me. Please. Kennedy. Please. They took it away and I need it. I NEED
IT. Please."

MR. FABU
"Pathetic isn't she? Claude found her wandering about these tunnels. A witch without magic. Completely and absolutely drained of all magic. And it wasn't done with a spell. I would be able to smell it."

He pauses. A bit disconcerted.

MR. FABU (CONT'D)
"It's my one power. Smelling magic ... Or even the after effects. There's none on her."

AMY
"Please. Please help me. I need to get it back. They took it."

Kennedy and Angel look appalled. This is NOT what they expected.

ANGEL
"Who took it? Who took it Amy?"

KENNEDY
"We can help you Amy but you have to tell us ... Who took it? Who took your magic away?"

In a hurried monotone voice not looking at them:

AMY
"The girl took it. The one who looks like Willow. She took it. She took my magic."

In a leering tone.

MR. FABU
"Say. Now that the world is going to end ... Faith how about a bit of fun? It's not like you're that diesel dyke slayer? And you know Mr. Fabu has it going on. There's a reason I don't wear pants!"

Kennedy looks at Angel

KENNEDY
"Can I hit him now?"

ANGEL
"Please."

CUT TO:

INT. THE GLOBAL CORP SECRET LABRATORY

Inside the lab there is a cage ... With CLEM in it. Surrounding the cage is a generator; and next to the generator is device with an electrode jutting from the ceiling, and a similiar one jutting from the floor. There is a gap of about six feet between them.

A woman is approaching the console. She looks at Clem and then returns to the console. She is the Red Haired woman, DD Rebozzo.

CLEM
"Look. If it's about that cat ... I
SWEAR I'm laying off. I mean ...
CATS? Who wants to eat them. Not me, that's for certain. Look ...
I'm just a floppy eared demon. That's all. NOT the other kind. I don't hurt people. Hey ... I know a slayer."

DD REBOZZO
"That's nice."

She pauses and looks at Clem.

DD REBOZZO (CONT'D)
"Here's the deal. Maybe you are what you say you are. But maybe [pause] you're not. Either way I don't care."

She's suddenly vehement

DD REBOZZO (CONT'D)
"I've NEVER met a demon who didn't deserve killing."

CLEM
"Hey look ... You can check me out. The slayer will vouch for me. Buffy. Her name is Buffy. Well, ex slayer. But she did a lot of good. Saved a lot of people. She'll tell you I'm a good guy."

She looks thoughtful.

DD REBOZZO
"Buffy? Small, blonde, holier than thou?"

CLEM
"Yeah that's her. Used to date a friend of mine. Guy named Spike. Vampire."

Seeing DD's face is not happy with this news, Clem adds hurriedly

CLEM (CONT'D)
"But he had a soul. A soul. One of the good guys. Well sorta. Not always. But she loved him."

Sadly he realizes

CLEM (CONT'D)
"I'm not helping myself out here am I?"

DD admits

DD REBOZZO
"Not so much."

CLEM
"What do you want from me? I never did anything to you!"

DD REBOZZO
"Well, lesse. Had an older sister once. It's funny."

She pauses. Musing on the past.

DD REBOZZO (CONT'D)
"She taught me how to dance. How to put on lipstick. How to flirt with guys. How to look cool. That was always important. Looking cool. You get that ... Right?"

CLEM
"Sure. Sure I get that. What happened?"

DD REBOZZO
"Some monster killed her. For some black magic ritual. Needed her blood. I looked into it a long time after. Funny. Autopsy. It said ... It said she probably begged for her life. Screamed. Her throat was raw from screaming."

CLEM
"That's awful. But ... I didnt' do it. I couldn't ... I'm just a floppy eared ..."

DD REBOZZO
"Yeah I know. But that sorta stuff still goes on. It's gotta stop."

CLEM
"But I'm not a monster. I would NEVER do that."

DD REBOZZO
"Maybe. People like you would. People like you did. And you're gonna help me. Make all that stop."

She breaks off. Collects herself

Brightly

DD REBOZZO (CONT'D)
"So anyways. My boss and his [pause] ex girlfriend came up with this BRILLIANT idea. [laughs]. What if ... What if ... All the magic went away?"

CLEM
"That's impossible. You'd need magic to do that. And Magic is magic. You can't get rid of magic."

DD REBOZZO
"Exactly. Unless ... You used up all the magic ... In an area ... To do something ... say maybe ...
generate electricity ... ?"

She gestures at the generators next to Clem's cage.

Clem starts to panic

CLEM
"But I'm a demon. Without just a little bit of magic ... I'll die. Demons NEED magic to live."

DD REBOZZO
"Exactly. NOW you're getting it. See how simple these things can get? You gotta hand it to her. It WAS brilliant."

She pauses as she makes a final adjustment on the console.

DD REBOZZO (CONT'D)
"Nothing personal you understand. I just have to ... know."

The generators hum. Clem screams. There is a flash of light ... And nothing but ash and few odd bones remain of Clem

DD REBOZZO (CONT'D)
"Hmm ... Would have preferred he just turn human ... But oh well. Can't make an omlett without breaking eggs."

CUT TO:

INT. CHICAGO NIGHTCLUB

Xander hands Susan her drink. She takes it and smiles at him. It's not pretty. Things are gonna get ugly.

SUSAN
"Hey you know ... Guess what?"

XANDER
"What?"

SUSAN
"Know what I don't see around here?"

XANDER
"Ah ... No?"

Xander notices Dawn ... Is puzzled about her angry demeanor.

XANDER (CONT'D)
"Ah ... Hey ..."

SUSAN
"There are no UGLY people around here. Take a look around. See for yourself. No ugly, fat, one eyed losers like YOU around."

Stunned. He never expected this.

SUSAN (CONT'D)
"Tell you what ... Simple lesson for you. Women don't want guys like you. We want handsome guys. Guys who are ... Great looking and make us ... Feel alive. You may have the eye patch. But you are NOT the bad boy. No one here wants you."

XANDER
"Wha ... ?"

SUSAN
"Take a look around loser. There's not a woman here ... Or in this entire CLUB that would let you touch them let alone sleep with you. You're ugly. And annoying. And in about five seconds MY blind date is gonna walk through that door, and join my friend Buffy and me. He's GOOD LOOKING, big, and strong, and tough. So beat it. Before he kicks your ass."

XANDER
"I'm UGLY?"

SUSAN
"And a loser. Go away ... Go cry with mommy. Just get AWAY from me. And my friends."

EVERYONE is stunned. Nobody knows what to say. Xander looks like he's going to cry ... Then gathers himself. Dawn is even angrier ... And concerned for Xander. Buffy is aghast, and Willow and Kennedy are looking at each other for support. This is awful.

XANDER
"Thanks. I figured I was. Didn't know for sure. Now I do."

Pausing

XANDER (CONT'D)
"I should thank you. My whole life ... I figured if I was just good enough ... If I tried really hard ... I figured someone ... somewhere would want me. Or if not that ...
[pauses while looking at Buffy and Willow] ... at least need me."

SUSAN
"News flash one eye ... No one ..."

XANDER
"You're right. It's stupid. Time I stopped. Wanting someone to ... If I can't be loved ... I can at least be feared."

Susan Laughs in contempt.

SUSAN
"Like anyone would be afraid of you."

Looking at Buffy and Willow, then Susan with a baleful stare.

XANDER
"Someday I'm gonna remind you of this conversation. All of you. Remember it. Buffy ... We're through. I should have let you die. Or left you dead."

Xander turns and stalks away.

BUFFY
"Xander no ... Wait"

Susan has figured it out. XANDER? Her "blind date?"

Angrily at Buffy:

SUSAN
"Buffy? How could you set me up with THAT? That ... One eyed loser?"

Bitterly and forcefully.

DAWN
"Oh great Buffy ... Steal my boyfriend and now screw over Xander with the wonder ho. His worst date ever and that's saying something. Xander was right."

Mark protests but it's too late

MARK
"Hey Dawnie ... Ha ha I didn't know she was your sister ... I swear. Look I'll make it up to you ... "

Dawn's not listening. She's racing after Xander.

Dawn's departure breaks the spell ... Willow and Kennedy react.

KENNEDY
"Listen ... Bitch."

Her eyes blaze with anger ...

KENNEDY (CONT'D)
"I ought to punch your lights out. Know how he lost his eye?"

Susan is trying to figure out why these girls LIKE Xander.

SUSAN
"Something stupid?"

KENNEDY
"He lost it saving ME from someone bigger and stronger and FASTER than he was ... Who was doing his damn best to kill me."

SUSAN
"Then why the hell aren't you sleeping with him?"

KENNEDY
"Hello? Lesbian."

WILLOW
"Xander ... He's my best friend. When I was gonna ... When I was gonna kill myself he stopped me. He saved my ... My everything. [pause as she looks at Susan with contempt] You should get down on your knees and beg him to forgive you ... You should apologize to him ..."

Interrupting

SUSAN
"If he's so great ... Why aren't you sleeping with him?"

WILLOW
"Cause I'm ..."

KENNEDY
"Sleeping with me."

Not what she expected ...

SUSAN
"Oh."

Turning round to Buffy once more ...

SUSAN (CONT'D)
"So if he saved HER life [pointing at Kennedy], and saved HER life [pointing at Willow], and saved YOUR life [looking at Buffy] ...
Why aren't YOU sleeping with him?"

Pause as she reflects ...

SUSAN (CONT'D)
"You're not gay too are you?"

BUFFY
"No. It's just ... XANDER. I've known him like forever. He's just ... Xander."

Her eyes steel.

BUFFY (CONT'D)
"I want you to apologize. I want you to go to him and beg him to forgive you."

SUSAN
"Or what? You'll turn me into a pumpkin? Buffy I like you ... But I don't know you that well. I'm sorry I insulted your friend but he IS
ugly AND a loser and I don't believe for a second he saved anything other than a bag of Doritos."

Pauses to look around. Her eyes meet Mark's.

SUSAN (CONT'D)
"Want to dance?"

MARK
"Sure."

CUT TO:

INT. BUFFY'S APARTMENT - NIGHT

BUFFY
"She moved in with Xander and that was it. She wouldn't ... She wouldn't talk to me. And neither would Xander."

Angel, Kennedy, and Wood enter the apartment. Faith gets up and hugs Wood.

FAITH
"Glad you're back"

WOOD
"Glad to be back. Got some info on Xander."

ANGEL
"Well, we found something out too."

Bringing Amy into the apartment, leading her tenderly.

KENNEDY
"Amy, it's OK, you're gonna be OK."

Amy is shivering, she's cold, she's frightened and looking around.

WILLOW
"Kennedy! What's she doing here?"

KENNEDY
"Will ... before she went catatonic on us ..."

ANGEL
"She told us Xander's playmate took all her magic. All of it."

Suddenly it dawns on her ... Amy's magic is gone.

WILLOW
"Oh my god you're right ... I should be able to feel her ... Her magic. And I can't. Kennedy ...
It's all gone. All her magic. It's not there."

Angel and Wood exchange a look.

FAITH
"Why do I think there's an and here?"

WOOD
"Cause there is. Global Corp ...
Xander, he started the whole thing as some sort of demon bounty hunter. With someone else."

KENNEDY
"Dawn?"

Faith gives Kennedy a look. What does she know?

WOOD
"Could be. Maybe. Or not."

BUFFY
"No. Dawn? Hunting monsters? Why would ..."

WOOD
"For money."

Buffy's concerned. This doesn't sound like Dawn.

BUFFY
"Are you sure ..."

WOOD
"No. But whoever it is, they're supposed to be dangerous."

FAITH
"So something big's happening?"

WOOD
"Pretty much."

BUFFY
"We need to talk to Xander."

Everyone ignores her.

WILLOW
"Hey ... Xander's having a big party tomorrow night. Some big formal event at the Global Corp mansion. Dedication for his new powerplant right here in Chicago. Oh ... and I contacted Riley. He said he'd meet us tomorrow morning."

FAITH
"That's it then."

Looking at the group.

FAITH (CONT'D)
"You all up for some gate crashing?"

KENNEDY
"Always."

Faith and Kennedy exchange high fives.

Buffy looks annoyed. Everyone is ignoring her.

BUFFY
"That's what I just said."

CUT TO:

INT. SEBASTIAN ARCHER'S OFFICE - NIGHT

Sebastian (Xander) and DD Rebozzo are in the office

DD REBOZZO
"You know they will make trouble. That Wood character already has been asking around. His FBI buddy."

XANDER
"I can handle them."

DD REBOZZO
"Yeah ... [pause] I know you can handle them. I'm just saying ...
Why not let me do it? I don't have a history with them. And if we need to take steps ..."

XANDER
"Then I will be the one to take them. Am I clear on this? Besides ... you'll have plenty of things to do in making everything ... ready for what we're doing."

DD REBOZZO
"What if they get too close? I've checked up on them. Faith and her boyfriend are plenty smart. So's the damn vampire. Plus he's got that evil law firm in his corner. That witch has got POWER Archer! They aren't a joke. If they put things together ... "

XANDER
"Then keep them occupied. NO killing."

Seeing her protest ...

XANDER (CONT'D)
"Not even Angel. At any rate ... It will be unneccesary. Angel is a problem that will solve itself. Like Faith. Or Kennedy. Even Willow."

DD REBOZZO
"There is that.

XANDER
"Can you feel it? What's coming?"

DD REBOZZO
"You mean the future?"

XANDER
"Yes."

DD REBOZZO
"It's a beautiful thing isn't it?

They both smile.

ACT THREE

EXT. A CHICAGO STREET - DAY

Buffy, Willow, and Kennedy are sitting at a bus stop on a busy and WINDY Chicago street. It's Morning but after the rush hour; traffic is heavy here downtown but pedestrian traffic is surprisingly light.

WILLOW
"Hey Buffy. You think Riley just wanted to see us this morning to avoid Angel?"

BUFFY
"Well, he never DID get along with Angel. [pause] But he never blew up Angel's place like he did with ..."

WILLOW
"Spike. Buffy, you REALLY need to get over him. Are you STILL dating these Spike Juniors?"

BUFFY
"Hey Will! I mean ... Well sorta. It's not like I've got a lot to offer, me with my downward mobility and all. When I was the slayer I always had guys around ... Now [she pauses and stares off into space] ... Not so much. I'm happy if they just pay attention to me. I'm 37
years old Willow. I NEVER thought I'd reach this age. Now that I have ... I sometimes wish I hadn't. I'm not ... Important any more."

Concerned at Buffy's tone

WILLOW
"Hey. Knock that off. You ARE important. You are important to me."

Willow hugs Buffy to make her point.

Kennedy looks concerned

KENNEDY
"Hey Buffy. You're not dead. I know ... [she pauses as she struggles to find the RIGHT words] ... You can STILL ... Find someone. Just be yourself."

She's figured it out. How to reach Buffy

KENNEDY (CONT'D)
"All my life Buffy people gave me crap. The short, weird lesbian. NOT Pretty. Kennedy the weirdo. Kennedy the dyke. Or worse."

WILLOW
"Hey! I think you're BEAUTIFUL!"

KENNEDY
"That's sweet honey. And I love you too. But I KNOW I'M not. I've ...
Always known. I just finally figured out it was something I shouldn't care about anymore. The only person I knew how to be was me."

She pauses

KENNEDY (CONT'D)
"My first day at boarding school ... I cried for hours. Until ..."

WILLOW
"What honey?"

Buffy is taken aback. She's seeing what Willow saw in Kennedy finally. For the first time.

KENNEDY
"Until my classmates came and beat ... The living crap outta me. Called me all sorts of names."

KENNEDY (CONT'D)
"But I never gave up. Being who I am. Neither should you."

KENNEDY (CONT'D)
"You gave me your power. You saved Willow ... So many times. Buffy sometimes you piss me off more than anyone else I know. But you're still a hero. Just be yourself."

Another pause

WILLOW
"Hey? Shopping later? Our treat?"

Buffy is about to respond ... When a taxi pulls up. The door pops open. It's Riley at the wheel.

RILEY
"You called for a cab Miss?"

Buffy hops in ... But Riley motions to Willow and Kennedy as they prepare to get in too.

RILEY (CONT'D)
"Sorry ladies. This is a one passenger cab. See you in a few."

The Cab drives off.

CUT TO:

INT. THE TAXICAB - DAY

Buffy settles in the rear seat.

BUFFY
"So. Riley. Thanks so much for seeing me. Things ... They're starting to spin out of control. Xander and all ..."

RILEY
"The world REALLY ending? I mean Faith, Willow, this new girl Kennedy ... And this Cordy ...
They're sure?"

BUFFY
"Yeah. Everyone is having this dream. Slayers all over the world. Seers. Prophets. Riley ... This is the real deal."

He makes a decision. He's going to tell Buffy what she needs to know

RILEY
"OK then. You need to know. I figured it was the real deal. But I ... I had to see your face."

BUFFY
"So ... What the HELL is going on? Xander hunting monsters? Calling himself Sebastian Archer? Running GLOBAL CORP? I mean ...
Come on Riley ... Xander? I mean ... XANDER!"

Riley looks back on Buffy. She doesn't know the score. How much does she REALLY need to know?

BUFFY (CONT'D)
"And this Red Haired gal? Willow's separated at Birth TWIN? Except sorta nasty and sexy and all ...
[she pauses] Is she Xander's Girlfriend? HER?"

He laughs.

RILEY
"No. DD Rebozzo is NOT Xander's girlfriend. Trust me on this one Buffy."

He pauses. He's going to have to set this one up.

RILEY (CONT'D)
"The thing you have to understand Buffy ... is that EVERYONE was afraid. EVERYONE."

CUT TO:

EXT. THE PARKING LOT OF THE NIGHTCLUB - NIGHT

Dawn pursues Xander ... Catching up to him at the car.

Dawn grabs Xander by the arm.

DAWN
"Xander! What are you doing? Leaving?"

He's angry still. And hurt.

XANDER
"Yeah."

DAWN
"Are you just leaving ... Or leaving. As in ... Leaving me?"

Her voice is small and afraid.

DAWN (CONT'D)
"Alone?"

XANDER
"Dawn. You'll be OK. You've got ... Buffy."

DAWN
"No. No I don't. [she shakes her head] Xander ... All I have is you. Don't leave me alone. I'm afraid. Afraid of being alone."

They look at each other. Seeing each other's pain.

CUT TO:

INT. THE TAXICAB - DAY

BUFFY
"Huh?"

RILEY
"Look. Some of us knew ... Hell Dr. Walsh KNEW ... That the demons, the vampires, hell even the witches [he pauses] ... No offense to Willow ... They were always a threat. But most of the world ... they could pretend. They could pretend the whole world was peace and love. The end of history. And not a cloud in the sunny blue sky."

BUFFY
"What the hell are you talking about?"

RILEY
"Xander. And Global Corp. His Super team of monster hunters. Team H.
WHY they are what they are. People were scared Buffy. What happened in L.A., what happened in Sunnydale ... It could have been New York. Washington. Moscow, Beijing. ANYWHERE. People ... Important people ... All over the world realized ... The monsters hated us. And didn't fear us."

He gets a bit more impassioned.

RILEY (CONT'D)
"That was the problem. They had no fear. Not of us. Or of what we could do. Jasmine opened everyone's eyes. So did Sunnydale disappearing. Hence Global Corp. And Xander's 'Team H'"

Buffy looks at Riley's reflection in the rear view mirror

BUFFY
"Xander? Team H?"

RILEY
"That's what the Pentagon called it. Name stuck. It was perfect. Things go bad ... it was his hide. Not ours. Team H was the key. Our own superheros. An invisible girl ... "

Buffy interrupts him

BUFFY
"Marcy Ross! THAT'S who that was!"

RILEY
"Huh?"

BUFFY
"Never mind."

RILEY
"OK. Anyways, they had an android, a super soldier with an alien gun [pauses] no ... not me. I'm out. And of course Xander."

He pauses.

RILEY (CONT'D)
"Fear was the key. You ever read Machiavelli?"

Buffy laughs

BUFFY
"Riley. I dropped out of College remember. [a bit bitter] That's Buffy. Too stupid for College."

RILEY
"Don't sell yourself short. You saved the world. A LOT. That counts. At least for me. It's why I'm here. Anyway, Machiavelli ...
he wrote it's better to be feared than loved. Cause ... Love can go away. But fear ... If properly cultivated and maintained ... NEVER
does. I never forgot that. Neither did a lot of other people. Xander ... He's connected."

BUFFY
"Cause he made ... Xander made them all fear us? With his superteam ... Team H?"

RILEY
"Exactly."

CUT TO:

INT. XANDER'S CAR - NIGHT

Dawn is driving. Xander is in the passenger side.

DAWN
"Xander listen. What she said ..."

XANDER
"I don't want to talk about it."

DAWN
"But I do. Xander, Buffy stole my boyfriend again. I know he wasn't much ... But he was mine."

She's tearing.

DAWN (CONT'D)
"I guess I wasn't pretty enough for him. Not compared to Buffy."

XANDER
"Dawn. That's not true. You're beautiful. Believe me."

DAWN
"Then why does she steal all my boyfriends? They always want HER
and not ME."

XANDER
"Cause ... They're stupid?"

DAWN
"So I should get a smarter boyfriend?"

XANDER
"Pretty much."

DAWN
"Did you mean what you said Xander? About making them afraid? About Fear?"

XANDER
"Yes."

DAWN
"Good."

CUT TO:

INT. THE TAXICAB - DAY

Changing the subject

RILEY
"You spoken to Dawn recently?"

BUFFY
"No. Riley ... She won't talk to me."

RILEY
"I think she might now. [handing her a piece of paper] That's her address and telephone number. Buffy ... You're running out of time. You need to see Dawn. NOW. Before it's too late."

BUFFY
"Why? Does she know anything about Xander? Who his girlfriend is?"

Riley laughs

RILEY
"Buffy ... Dawn knows EVERYTHING
about Xander. All there is to know. Including his girlfriend. You HAVE
to talk to her. She knows more than I do. About what Xander's planning. THAT I don't know. But she does. If anyone does."

BUFFY
"So. [she pauses] Why are you telling me all this. Isn't this some big secret? And I'm NOT the slayer anymore."

RILEY
"I know. And yes it is. A big secret. You haven't asked about Sam."

BUFFY
"Riley. I'm sorry. How is Sam?"

RILEY
"She's dead Buffy. Dead two years ago. [he has a hard look] Cancer."

BUFFY
"Oh my god! Riley ... I ... I didn't know. I'm ... I'm sooo sorry."

RILEY
"No reason you should know. [he pauses] Buffy my son ... He's all I've got. EVERYTHING to me. You can understand that?"

BUFFY
"Sure."

RILEY
"I would DO anything to protect him. But I'm not gonna get close to Xander. You are. So I'm counting on you. I'm trusting you. To do the RIGHT thing. No matter what the cost. No matter what it takes. To protect ... The world."

He pauses

RILEY (CONT'D)
"And my son. You promise?"

BUFFY
"Yes. I promise. I promise I'll do whatever it takes Riley. But ... I
don't have my powers anymore."

RILEY
"You're still you. That counts. For me."

She sighs. Like riding a bicycle.

BUFFY
"I promise. [she pauses] So tell me ... What in the hell is going on with Dawn. And what in gods name is Xander doing with all these ...
Superpeople. This team H?"

RILEY
"Buffy ... The thing to remember is ... Dawn's NOT the girl you knew. She's not your nice little sister. She's changed."

CUT TO:

INT. XANDER'S CAR - NIGHT

DAWN
"Xander. I want to stay with you. Tonight."

XANDER
"Sure. Wanna play video games?"

DAWN
"Not what I had in mind."

She smiles at him, and slides her hand onto his knee. Gives it a squeeze.

XANDER
"Ah Dawn. Ah ... what are you doing?"

DAWN
"What does it look like? [smiles] Making my move."

She pauses.

DAWN (CONT'D)
"Honey."

XANDER
"What?"

DAWN
"Like you didn't know. How I felt. That I wanted you."

She laughs.

DAWN (CONT'D)
"It's not like you haven't checked me out too. Honey."

XANDER
"Dawn ... No. Don't do this. You're only seventeen. You're Buffy's sister."

Dawn's matter of fact now. No playing around.

DAWN
"I was old enough to cover your back. Or your blind spot. Old enough to die for you. You know I would have too."

XANDER
"Dawn. I know. But look, you don't have to do this to keep me around. I mean I'll stay if you want me to. But you should be with someone ..."

DAWN
"What? My own age? Tried that. Or maybe a vampire? Like a billion years older than me? Wrong sister."

She looks at Xander

DAWN (CONT'D)
"Like you OWE Buffy something? Xander, she doesn't care about you. Or me. She doesn't even ... notice us. I know you love me. And I love you. Why not?"

XANDER
"Because it would be wrong. Because I'm supposed to look after you, because ..."

Dawn interrupts imitating Buffy

DAWN
"OH. It would be WRONG. WRONG. Like screwing Spike's brains out AFTER
he raped her.?"

XANDER
"No Dawn. Buffy said he only tried ..."

Dawn snorts

DAWN
"And you believe her? That Spike DIDN'T rape her? That she didn't have another front lawn sexathon with him? Buffy LIES Xander. She lies."

She's crying

DAWN (CONT'D)
"She lied when she said she loved me. That she'd ... pay attention to me."

Xander's appalled. He knew Dawn had problems with Buffy but not this bad.

XANDER
"Buffy DOES love you. I know it. She just ... has a hard time showing it."

DAWN
"Giles told me. Back when he and Wood tried to kill Spike ...]"

She laughs

DAWN (CONT'D)
"Why the hell didn't they come up with a better plan? Anyway Giles told me. That Buffy was willing to kill me. If she had to. To save the world. But not Spike. Mom was right."

Xander's confused

XANDER
"Joyce? I thought Giles?"

DAWN
"Mom came to me. When the First was messing with Willow. Remember? She told me. That Buffy wouldn't choose me. She was right. She chose Spike."

An awkward pause.

DAWN (CONT'D)
"So now I'm choosing. I'm choosing you."

Xander puts his hand on Dawn's hand still resting on his knee. He gives it a squeeze.

CUT TO:

EXT. THE SIDE OF THE ROAD - NIGHT

The car veers over to the side of the road. It comes to a full stop.

CUT TO:

INT. XANDERS CAR - NIGHT

Dawn has moved half atop Xander. Halfway over to the passenger side. They are kissing passionately.

CUT TO:

INT. THE TAXICAB

BUFFY
"Riley! She's my sister! Dawn ...
God she could never hurt anyone."

RILEY
"Buffy. Dawn isn't fourteen anymore."

He pauses.

RILEY (CONT'D)
"She told me her secret. About being the key. You should have told me. I would have stuck around ...
Things ... They might have been different ..."

Buffy reacts the same as always. Cold, distant

BUFFY
"Don't. Don't bring that up. I did what I had to."

RILEY
"By shutting me out. Just like you did with Dawn. And for what ...
This?"

BUFFY
"I did what the slayer always does."

RILEY
"But you're not the slayer anymore are you?"

Buffy has no answer for this

RILEY (CONT'D)
"She wanted me to know. Just in case.."

Not liking this information.

BUFFY
"To do what?"

RILEY
"To take her out. If someone grabbed her. And wanted to use her. To end the world. Again. She gave me instructions Buffy. How to kill her. When. If needed."

He pauses.

RILEY (CONT'D)
"That's who Dawn is now. I know guys I command who wouldn't think of stuff like that."

Buffy is appalled

BUFFY
"That's my sister. Dawn would never ..."

RILEY
"What? Protect the world? Hell Buffy she gave me plans to kill Willow. Stuff DAWN put together."

He looks back at her. She needs to see his eyes ... Sad and truthful.

RILEY (CONT'D)
"Don't ever think she's fourteen Buffy. She's involved with some serious people. SHE'S serious people."

Abruptly turning forward and with forced jollyness.

RILEY (CONT'D)
"But hey. Wanna get the lowdown on Xander's crew?"

She's willing to go along with this. Talking about Dawn is disturbing.

BUFFY
"Hey. Why not?"

RILEY
"Well, first there's the robot."

BUFFY
"Wait a minute. A robot. A ROBOT?"

RILEY
"Yeah. You know her. April. Warren Mears built her."

BUFFY
"Warren. Oh my god ..."

RILEY
"I know about Warren, Tara, and Willow. So does April. She has ... issues."

BUFFY
"Huh?"

RILEY
"She was created as a sexbot for Warren. Then Xander ... Improved her. Altered her programming."

BUFFY
"What ... XANDER? He nearly flunked Algebra."

RILEY
"Guy has a talent for fixing things. Kinda self taught. You know he has over twenty patents on biomedical devices? Right? This isn't news?"

Buffy's still dealing

BUFFY
"Kinda is. OK. In THIS Alternate Universe Xander is actually smart. And my sister is some maniac."

RILEY
"No comment."

He goes on.

RILEY (CONT'D)
"April 2.0. Nanotechnology. Self repairing. Basically immortal. Strong."

He pauses

BUFFY
"What?"

RILEY
"She's afraid. Of being alone. I guess being immortal has it's drawbacks."

BUFFY
"So is SHE Xander's girlfriend?"

RILEY
"No. Dawn will tell you who she is. His girlfriend."

He smiles to himself.

BUFFY
"OK. What about Marcy? Invisible? Homicidal?"

RILEY
"Xander has a chip ... It allows her to become ... Visible. AND
tangible."

BUFFY
"What?"

RILEY
"Seems like Marcy got a few more powers during her stay with Uncle Sam. Like being intangible. But Xander ..."

BUFFY
"What ... He's Mr. Super fixit?"

RILEY
"Xander. and a few others."

BUFFY
"Where does Xander fit in? I mean, he's got one eye Riley. Not exactly a superpower."

RILEY
"He's got a teleporter. Found it on one of his missions. That's all I know."

BUFFY
"A teleporter? And this is a big deal how?"

RILEY
"Angel ever tell you about that Rock guy he fought? Guy who put out the Sun in L.A.?"

BUFFY
"Yeah"

RILEY
"Well he had a big brother with a nastier temper. Xander put him ... In Jupiter."

Buffy's confused.

BUFFY
"He put him on Jupiter Florida? I saw that place on the Travel Channel. Didn't look too demon infested to me."

RILEY
"No. Jupiter the planet."

BUFFY
"Oh"

He pauses.

RILEY
"A stunt like that though? Pretty much his outer limits. We think."

A bit more brightly

RILEY (CONT'D)
"But hey, putting things on the moon? No problem."

BUFFY
"That's great. Xander with a superpower. Just what the world needs."

RILEY
"That's what the White House thinks. And the Pentagon. And a bunch of other folks."

BUFFY
"What about the Willow clone?"

RILEY
"You mean DD?"

BUFFY
"Yeah ... That girl ... She's ...
What? Bad news? She a vampire? Demon? What?"

RILEY
"Human."

She laughs. How's THIS bad news?

BUFFY
"Really? Like me? Hows THAT a threat?"

RILEY
"Cause she's a super soldier. Like I used to be. Remember?"

He sighs.

RILEY (CONT'D)
"DD Rebozzo. Grand-daughter of a big time political fixer. Confidant of Presidents Buffy. Her old man didn't fall too far off the family tree either. Big time LA fixer, real estate mogul."

Buffy has a unspoken question

RILEY (CONT'D)
"Her older sister got herself kidnapped and killed when DD was eleven. Mom ended up killing herself a year later. Dad started to drink himself to death."

Buffy is horrified

BUFFY
"Oh my god. That's awful."

RILEY
"Not the worst. Dad held onto till DD was 19. Enough to get her into Annapolis."

BUFFY
"What's Annapolis."

Riley sighs. Buffy's not up on the Military.

RILEY
"U.S. Naval Academy. She ended up top of her class. Except ... She didn't react to well to a couple of uppper classmen trying to ... " Buffy is clued in

BUFFY
"What? Rape her?"

RILEY
"Something like that. She ended up filling two of her socks with spare change and WAITING for these jokers. She nearly beat them to death Buffy. At eighteen years old."

BUFFY
"What happened to her? They kick her out?"

RILEY
"Her old man had friends. And others ... Noticed her. Figured she was just the ticket. For hardcore stuff. Things I used to do."

He pauses.

RILEY (CONT'D)
"She ended up solving problems that needed solving."

Buffy still doesn't get it.

BUFFY
"So what's the big deal? Why is this girl so dangerous? She doesn't have any powers. She's just some soldier. No offense Riley but the Initiative never cut it in Sunnydale."

Riley sighs. Buffy never understood this part

RILEY
"Do you have what it takes Buffy ... To sit on target for four days. Not moving. Covered in filth. Waiting ... For just the right moment. To kill someone? A monster? [he pauses] Or a man? Even ANGEL
couldn't do that. Not even a SLAYER
has that kind of patience. DD has done that. Lotsa times."

Buffy's still not convinced

BUFFY
"OK. So she's some super sniper. I saw that on the History Channel."

Riley looks back at her in the mirror

BUFFY (CONT'D)
"I get cable."

RILEY
"She's taken down superpeople all by herself Buffy. Not just vampires. A certain country had a guy like Adam. DD took him out. Alone. Plus, she's had enhancements."

BUFFY
"She had a boob job?"

RILEY
"No. Genetic engineering. Superfast reflexes. Enhanced vision. That sort of thing."

He pauses.

RILEY (CONT'D)
"And she's got a gun."

Buffy ISN'T impressed with this

BUFFY
"Warren had a gun. Didn't do HIM
much good."

RILEY
"This isn't just any gun Buffy. It's a revolver. A big one. From some other dimension."

She doesn't believe this

BUFFY
"So? Anya said a lot of them were boring. Not much happened except there weren't any shrimp."

RILEY
"This thing will kill ANYTHING. I
mean anything. Even a vampire."

BUFFY
"What ... Wooden Bullets? Hey that might not be a bad idea ..."

RILEY
"No. I don't know WHAT they are. And I dont' want to know. If you see that gun watch out. She only takes it out when she's gonna kill someone. Or SOMETHING."

Buffy thinks on this.

BUFFY
"OK. Note to self. Watch out for revolver. From ... DD?"

RILEY
"Do that. And don't look at."

BUFFY
"Why not?"

RILEY
"Its engraved. If you look at the thing long enough you can start to read it. It ... The engravings CHANGE. The last guy to look at it and READ the stuff on it ..."

He pauses. She BETTER know this.

RILEY (CONT'D)
"He's still screaming. SHE ... SHE
claims it talks to her. Tells her who to kill."

Buffy is getting it

BUFFY
"So it's magic. Why haven't you ..."

RILEY
"Cause its NOT MAGIC. Whatever that thing is ... Even our best shamans, magicians, conjurers and soothsayers couldn't figure it out. Alien YES. Magic ... No. [he pauses to let this sink in] Buffy you don't get it. Xander's Team H ...
Well with one exception ... They aren't magic. They don't have any. And they STILL ... They killed everyone Buffy. Everyone."

BUFFY
"What do you mean Riley? [pause] Everyone?"

RILEY
"Everyone Buffy. Everyone that made us afraid."

CUT TO:

INT. GLOBAL CORP. MANSION - THE PARTY - NIGHT

Angel, Buffy, Willow, Kennedy, Faith, and Wood enter the Mansion main ballroom, which is crowded with dignataries and VIPs in formal wear. Xander is in the far end of the room, next to a wide entrance to the Courtyard. The group starts making it's way through the crowd, looking for Xander. They are all elegantly dressed, in formal evening attire.

FAITH
"OK, remember low profile. I'd like to talk to him BEFORE we get the National Guard called out. [pauses] Willow you're SURE your little trick didn't set off any alarms?"

WILLOW
"I'm sure. He doesn't have ANY
warning spells or anything well, warning-y. And I don't sense ANYONE
with power other than us. I'd know. " To Wood:

FAITH (CONT'D)
"Are you sure his little playmates aren't here?"

WOOD
"Yeah. There's supposed to be some big showdown tonight across town. Team H versus a demon street gang."

KENNEDY
"Shouldn't we be helping them? They are supposed to be the good guys."

WOOD
"I'm not so sure. That they are. The good guys I mean. And besides ..."

BUFFY
"We need to see Xander."

WOOD
"Exactly. And from what I hear, Team H can take care of itself."

CUT TO:

INT. - A WAREHOUSE - NIGHT

April and Marcy are fighting demons. April is throwing them about like toys, while Marcy is fading in and out, tearing out demon hearts or sticking her hands inside their heads as she becomes partially tangible. There is a pause in the action while the demons back away from the two and the leader advances through the crowd.

LEADER
"The famous Team H. Here at last. Welcome to your deaths. Too bad the others could not attend also ..."

He trails off as he realizes that DD has suddenly materialized in front of him. DD is wearing gloves, and has taken out a very LARGE caliber revolver, ornately engraved from her jacket shoulder holster. The engravings seem to ... Move. In disturbing ways.

DD pretends ... Or perhaps DOESN'T pretend ... To talk to the revolver?

DD REBOZZO
"What's that Junior?"

She smiles at the leader.

DD REBOZZO (CONT'D)
"Junior says to kill you all."

She fires at the leader and he simply disintegrates, as do several of his followers behind him.

MARCY ROSS
"Took you long enough."

DD REBOZZO
"Had to pick up my dry cleaning."

APRIL
"Can we finish this? I want to get home and watch Animal Planet."

The fight resumes, with notably fewer and more desperate demons fighting the formidable Team H. DD fires several more times and three or four demons simply disintegrate.

CUT TO:

INT. GLOBAL CORP. MANSION - THE PARTY - NIGHT

Buffy and Faith are somehow thrown together as the group makes its way through the crowded room, eyes searching for Xander. Suddenly an older woman seizes upon Faith

WOMAN AT PARTY
"Hello. Have we met before? I'm Lydia Baines, Friends of the Museum. Are you ... Ahem one of Mr. Archer's ... Well you know?"

FAITH
"I'm sorry. I don't think we've met. I'm Faith. One of Mr. Archer's ... What?"

WOMAN AT PARTY
"Well, I'm sorry. Are you ... ?"

BUFFY
"We're reporters. San Francisco Examiner."

FAITH
"What did you think I was? Archer's ... "

WOMAN AT PARTY
"Well. One of his girlfriends. You sorta looked like the type."

Laughs a bit drunkenly. She's had a bit too much to drink.

WOMAN AT PARTY
"His girlfriends are either ...
Well they look like you ... Or they are blonde, slender, vaguely European. He usually has a new one each month."

THIS seems interesting. Hmmm.

FAITH
"Really?"

WOMAN AT PARTY
"But about a year ago he only had one. Tall, slender girl. Haven't seen her for some time."

She pauses and grabs two flutes of champagne from a passing waiter. She offers one to Faith.

WOMAN AT PARTY
"Champagne?"

FAITH
"Ah no thanks."

She offers it to Buffy who shakes her head. The woman then drains one and puts it on the tray of another passing waiter, and starts on her second as Buffy and Faith move on.

Faith and Buffy exchange a glance. What was THAT about?

Faith and Buffy spot Xander exiting onto the courtyard. From the other side of the room Angel, Wood, Kennedy and Willow also spot him. They move towards the courtyard. And come upon Xander, his back to a railing and looking relaxed with a drink in his hand and clad in elegant formalwear.

CUT TO:

EXT. THE COURTYARD - NIGHT

Xander surveys the group.

XANDER
"Well. Look at all of you. Guess I must be important. [he laughs bitterly] Finally."

BUFFY
"Xander. What the hell is going on? Team H? Marcy Ross? April? This girl DD? 'Oh I can't help you?' What you did to Amy? What the hell are you doing?"

Buffy interrupts her

FAITH
"Xander. We need to talk. This has gone far enough. The world's in danger and you're part of it ..."

WILLOW
"Xander this is US. I know you're mad but we can help you. You gotta know that we've always been ..."

XANDER
"What? There for me? Really? [pause] You don't have any idea of WHY you're here? What Global Corp IS? What I AM?"

With more than a hint of menace in his voice

ANGEL
"Then why don't you tell us?"

XANDER
"Sure. Why not? You don't really think all this is mine do you?"

WILLOW
"What?"

XANDER
"Oh come on Willow. [looking at Buffy] I'm sure Riley told you what you wanted to know. About how this all started?"

BUFFY
"Yeah. He said ..."

Interrupting her.

XANDER
"They needed a fall guy. And as usual ... I was IT. All of this ... It's not mine. It belongs to THEM.
Well, most of it. I have some ...
retirement money. Not as much as you'd think. Not that it matters now."

He looks at them all

XANDER
"You don't seriously think this was MY idea? That I wanted all THIS [he spreads his arms and motions about him]. That I'm HAPPY?"

KENNEDY
"I thought you were the big boss here. Real ladies man."

XANDER
"I'm just the mask. 'Sebastian Archer' was already to go. Paper trail and everything. In case things went wrong. Like the Initiative. So they'd have someone to blame. I never wanted this. I just wanted ... To fix things."

Wood steps forward

WOOD
"Global Corp? Team H?"

XANDER
"What? Hunt demons, vampires, and freaks for a living? Like I'd want that?"

FAITH
"What happened to you?"

XANDER
"I just wanted to fix things. I LIKED being a carpenter. [laughs] Not too much call for a one eyed carpenter. A kid in a wheelchair? Or deaf? Whatever? I could relate. And figured I could ... Fix them. At least a little. If I had enough time. Enough money. I taught myself a lot."

FAITH
"So ..."

XANDER
"So I HAD some ideas, even a few patents. But I ran out of money. And time. Then Dawn came up with ... This. Team H ... And Global Corp? It was as much Dawn as me."

Disbelieving

ANGEL
"What? An ex carpenter? Never went to College? You're not smart enough. To build all this."

XANDER
"Ever hear of Thomas Edison? And I did go. I just never graduated."

ANGEL
"I met Edison. You're not Edison."

XANDER
"I never said I was. But I'm good at fixing things. THAT never changed. And like I said. Front MAN."

Interrupting. She doesn't care about this.

BUFFY
"What? Dawn? My little sister?"

XANDER
"Gee Buffy are you suprised? You made it REAL clear that you can only love stone cold killers."

He pauses and fixes Angel with a stare.

XANDER
"Like HIM. Or Spike. [pause] Big shock that she did her best to turn herself into something you could love."

He looks around at them all.

XANDER
"Anyway. This isn't about you. These dreams? The visions? Dawn probably put this together. Hired some street shaman. She always was the queen of head games. Wants you to come to her. So she can chew you out ... One last time. It's what I'd do."

Buffy starts to say something but Xander's not having it.

BUFFY
"Dawn wouldn't ... "

Xander's laughing.

XANDER
"You don't think Riley found you on his own do you. Really? Or your pal Bradley talked to YOU [he looks at Wood] without getting every word OK'd? By her?"

BUFFY
"How can you say that Dawn would ..."

XANDER (CONT'D)
"What? Play headgames? Manipulate people? I'm good at fixing things, remember? I fixed Marcy. SHE'S not insane anymore. I fixed April."

He's got tears in his eye. He's admitting it because these people don't matter to him anymore.

XANDER
"But no matter how hard I tried, I could never FIX Dawn. I just wasn't enough for her. She needed her sister."

He looks at Buffy

XANDER
"She knew you didn't love her."

Buffy's angry

BUFFY
"How can you say that ... I ..."

XANDER
"Told Giles you'd let her die. But you sure as hell wouldn't let Spike die now would you? Even after ...
[angrily] She knew Buffy. She damn well knew."

Buffy has no answer for this.

Willow's suspicious

WILLOW
"Xander ... Are you drunk?"

He's drinking from his glass. He has a sad look.

XANDER
"Ginger ale. And no Willow I'm not drunk. I'm not the one with the drinking problem in our family."

Faith and Willow exchange a look while Kennedy is thoughtful and Angel is puzzled. Buffy doesn't understand.

BUFFY
"Family?"

XANDER
"Nevermind."

XANDER
"So anyway, I've got one last big thing. Something ... That will make things better. Fix things. For Dawn. For you Buffy. And for a lot of other people. Then I'm ... Well I'm going [he pauses] someplace."

FAITH
"What about your girlfriend? Or girlfriends? I've heard you have a new one every month."

Draws himself up.

XANDER
"I've slept with exactly THREE
women my entire life. I loved all of them. But only one loved me back."

THIS wasn't what Faith expected. She's taken aback. And Wood sees this. He didn't know. Before. But he does now. He's not happy.

Xander looks at Buffy

XANDER
"Anya ... She thought I was a joke. Like I didn't KNOW she was after SPIKE? That whole time? Even after he ... "

Xander is tired. And it shows.

XANDER
"These girls are just for show. Sebastian Archer HAS to have someone on his arm. They want the money. The power. NOT ME."

Willow's a bit non-plussed

WILLOW
"So you ..."

XANDER
"I pick them up. Then I dump them. [laughs] Not very nice. But they deserve a little pain too. Builds character. I should know"

Willow's horrified at what Xander's become.

WILLOW
"How can you DO THAT? Xander ...
That's not ... You."

ANGEL
"I think we've heard enough. Your little playmates aren't here. You're coming with us."

Xander's angry

XANDER
"None of you have the right to judge me. Not a single one of you."

WILLOW
"Xander! What you did to Amy? Are you ... Are you planning to take MY Magic away? Could you do that ...
To me?"

Xander's not answering the question, but dealing some new info.

XANDER
"Amy was a liability. Only a matter of time before she killed someone ... If she hadn't already. She was ... Going to be dealt with. Somehow. Besides."

He pauses.

XANDER
"Do you have any IDEA of how many strings Dawn and I had to pull to SAVE you? What we had to DO? Will they KNEW what you did, how close you came ... "

He looks at her with his one eye.

XANDER
"It's not like you didn't kill a couple of people already."

WILLOW
"How can you say that? After all we've been through together?"

XANDER
"It's not like I count for you Will. I mean here you are ... The most powerful wicca in the world. Maybe EVER. And you couldn't even be BOTHERED to magic me up a new eye."

WILLOW
"Xander it doesn't work that way, magic ..."

XANDER
"Only works if you are powerful. Or a lesbian. I'm not either Willow. So I don't count. Not for you. Not even after I ..."

WILLOW
"Do you think that I'd just LET you be this way if I could fix it?"

XANDER
"Why not? Dawn was fifteen and a virgin when she went to Rack's. What did you think she was there for Will?"

WILLOW
"What? Dawn? What does she ..."

XANDER
"Do you know how much she wanted to ... BE You Willow? How much of a hero you were to her? She knew, and she was WILLING ... to pay THAT
price just to save you."

He's angry.

XANDER
"And all you could do was have a special moment just talking about killing her. You never even said you were sorry. It's like she didn't count. Not for you. Think she ever forgot that? Do you know what that DID to her?"

WILLOW
"Xander ... I always thought ..."

XANDER
"Dawn may forgive you for that. But I haven't."

Angel has had enough. He's grabbed Xander by the shoulder and arm.

ANGEL
"I think it's time for us to go."

Xander's got one more surprise.

XANDER
"Even you owe me Angel."

ANGEL
"What? I owe you?"

XANDER
"Yeah. Why do you think Buffy's still alive? THE former slayer? The only one EVER? Do you have any IDEA of how many demons, vamps, and monsters Dawn and I had to kill to keep Buffy safe?"

He looks at Buffy.

XANDER
"She NEVER stopped loving you. Not ever. Even knowing ... That you didn't."

Angel's not considered this, but he's still determined.

ANGEL
"You're still coming with us?"

XANDER
"Or what? Gonna snap my neck like Jenny? Or have Faith try and strangle me again. [looks to see Wood's unhappy reaction] You gonna skin me alive Willow? Or maybe you'll try and let a demon kill me Buffy?

There's a shimmering. And the entire group save Xander and Buffy vanish.

XANDER
"That's better. Just us now."

BUFFY
"What? Xander what the hell did you DO to them?"

XANDER
"I teleported them. Somewhere ...
Fun."

CUT TO:

EXT. SEWAGE TREATMENT PLANT - NIGHT

Angel, Faith, Wood, Kennedy, and Willow suddenly materialize in the plant. Angel and Faith end up in the sewage spreading pond (ewww ... stinky) while the rest are on the bank next to it.

Fortunately, the pond is only knee deep. And Angel and Faith struggle out of the pond and scramble onto the bank.

WILLOW
"Ah ... Could you two sorta stand ... downwind?"

FAITH
"Why do I have the feeling that there's something about Xander Buffy forgot to tell us?"

WOOD
"Is there ANYONE here who doesn't think Xander's mysterious girlfriend is Dawn?"

ANGEL
"The big question ... what's REALLY
going on?"

FAITH
"And if Xander ... Turned into THAT ... What the hell is Dawn?"

WILLOW
"And what's Xander's going away present?"

WOOD
"I caught that one too."

KENNEDY
"I still can't believe DAWN and ... XANDER are part of this. It's like they're ..."

WOOD
"Hard? Cold? Monsters?"

KENNEDY
"Yeah. I mean all the stuff they're doing? What they've done? That boy? The one you told us about?"

She looks at Wood, who shakes his head.

ANGEL
"We're gonna need to handle ..."

WOOD
"Buffy."

WILLOW
"I can handle Buffy."

FAITH
"And if you don't ... I'll just sit on her. Till she has an attack of ..."

KENNEDY
"Good sense? Buffy? Are we talking the same person."

Angel grins at Faith

ANGEL
"I'm sure you'll manage somehow."

CUT TO:

EXT. THE COURTYARD - NIGHT

Buffy and Xander are standing in the Courtyard.

BUFFY
"So what now? You gonna?"

XANDER
"Call you a cab? Yeah."

BUFFY
"What?"

XANDER
"Why not? Been nice. To see you. Again. When you see Dawn? Tell her I love her. I never stopped. And I miss her."

There's a pause.

BUFFY
"So you're doing something stupid and probably apocolyptic."

XANDER
"Pretty much."

BUFFY
"I'm gonna stop you."

XANDER
"No you won't. Cause the world won't end Buffy. It'll just get better. Besides. You're not a slayer. That means you don't count. And you haven't for a very long time."

CUT TO:

INT. A WAREHOUSE - NIGHT

DD, April, and Marcy survey the dead demons strewn about. There are bodies everywhere.

APRIL
"Do you think Archer's friends are right? Is his plan ... Gonna end the world? Kill everyone?"

MARCY ROSS
"He said it wouldn't. That those dreams were just one of Dawn's ... little games."

DD laughs.

DD REBOZZO
"And Sebastian never lies."

MARCY ROSS
"Would he lie to us?"

DD REBOZZO
"He lied to his old pals. I did some checking on them. They used to be like ... Well US. And how come you never told us ... "

MARCY ROSS
"What? That I knew him in High School? I didn't really. Know him I mean. I didn't recognize him until I saw Willow. And she said his name. But you're right ... If he ..."

DD REBOZZO
"Could lie to them. After he spent ... seven YEARS with them. He could lie ..."

APRIL
"To us. [pause] I won't get killed. No matter what. Downside of being immortal. And being April 2.0 [another pause] But I don't want to be alone."

MARCY ROSS
"So if he can lie to them, and maybe US, who won't he lie to?"

All together they realize it.

APRIL, MARCY, AND DD
"DAWN!"

MARCY ROSS
"He'd never lie to HER."

APRIL
"That's right. Dawn. Not his precious little Dawnie. Sorry DD. I
know you had feelings for him."

A bit taken aback that THIS came out.

DD REBOZZO
"It's OK. [laughs] Those two deserve each other. Not like I could ever get between them. [pause] Besides I have Junior."

April and Marcy look at each other. They don't like Junior.

MARCY ROSS
"The only trick is to get them together."

DD REBOZZO
"Don't worry. I have just the thing."

MARCY ROSS
"Remind me to never play poker with you."

APRIL
"Just one thing DD."

MARCY ROSS
"Yeah."

DD REBOZZO
"What?"

MARCY ROSS
"If the world is gonna end cause of HIS plan ... Who's side are you on?"

DD REBOZZO
"I'll have to ask Junior."

MARCY ROSS
"I hate that thing. We all know it's NOT a revolver. Just some ... Alien THING pretending."

DD's got a joke for this.

DD REBOZZO
"Happiness is a warm gun."

APRIL
"The Beatles suck."

DD REBOZZO
"What? And the Stones are so great? The Beatles ..."

MARCY ROSS
"Not this again."

DD REBOZZO
"Are the greatest ROCK group EVER."

APRIL
"Pop. They were a POP band. NOT
Rock. The Stones were Rock."

DD REBOZZO
"Who had the most number one singles ..."

APRIL
"On the pop charts! The pop charts!"

ACT FOUR

INT. BUFFY'S APARTMENT - DAY

Buffy, Faith and Willow are sitting on her couch. Kennedy and Wood are at the kitchen table on Willow's computer. Angel is just entering the room from the kitchen.

ANGEL
"Remind me to never piss off a guy with a teleporter."

He pauses.

ANGEL
"You could have given us a heads up Buffy."

BUFFY
"I'm sorry Angel. I thought ... It just didn't seem ... Well possible, that XANDER would have any ... You know. Power."

WOOD
"He's not the guy you used to know Buffy. People are full of surprises."

He gives a look at Faith.

FAITH
"Hey. You knew who I was. WHAT I
was."

WOOD
"Anything MORE I need to know about?"

He looks over at Angel.

FAITH
"Oh god no. NOT him."

ANGEL
"Like there's something wrong with me?"

FAITH
"Curse?"

ANGEL
"But other than that?"

Without warning ... The door bursts open. And April, Marcy, and DD enter the room.

As she rises from the couch ready to fight:

FAITH
"What the ..."

DD REBOZZO
"Hey? Guess what?"

DD, Marcy, and April all hold hands. As they fade into intangibility and become transparent, a small round metal ball falls to the floor. A section of it starts blinking.

Buffy moves to pick it up

FAITH
"Buffy don't touch it ..."

Too late. There's a blinding flash. And everyone drops to the floor unconcious except Angel.

ANGEL
"I guess your toy didn't work on me."

He vamps out. Ready to fight.

DD REBOZZO
"If you'd do the honors April?"

They fade back in, tangible. And April attacks Angel. For a while it appears that Angel is winning. He has April by the throat. Until April's whole body is electrified, and the shock blows Angel clear across the room. He's unconcious.

Marcy has dragged Buffy, Willow, and Faith into the center of the room. DD nods and Marcy breaks open a foul smelling capsule. She waves it under the noses of the three girls. They start to recover conciousness, but they are violently ill. Noisily so.

DD goes over to the girls. She lifts Buffy, who's busy being sick, and bitchslaps her.

DD REBOZZO
"Here's the deal. We were away ... On business. When you had your little visit."

APRIL
"But we're back now."

MARCY ROSS
"And you might notice our relative positions."

DD REBOZZO
"You're all sick on the floor."

APRIL
"While we are kicking your ass."

April just to emphasize this gives Willow a kick, then Faith.

MARCY ROSS
"Hey! I wanted to do that."

DD REBOZZO
"Are you listening to me?"

She takes both Buffy and Faith by the collar with each hand and lifts them up. She's stronger than she looks.

DD REBOZZO
"Stay away from Sebastian Archer. And if you know what's good for you ... Stay away from Dawn. Last warning. Go near Dawn? You're dead."

DD drops Buffy and Faith like a sack of potatoes. They're still being sick. But they got the message. Willow starts to get up. Marcy as the others are leaving turns and kicks her again HARD in the stomach.

MARCY ROSS
"Teacher's Pet."

Team H leaves. Everyone is sprawled out on the floor, sick or barely rousing themselves from unconsciousness.

CUT TO:

EXT. A ROOFTOP OVERLOOKING BUFFY'S APARTMENT - DAY

Marcy, DD, and April are taking turns looking at Buffy's apartment building. April has earphones on and is monitoring surveillance equipment.

APRIL
"They're FINALLY coming round."

MARCY ROSS
"Did I hit Willow too hard?"

APRIL
"No."

MARCY ROSS
"Damn."

DD REBOZZO
"Let it go. [pause] So? Who's got six o clock? Place your bets now."

CUT TO:

EXT. A ROOFTOP OVERLOOKING BUFFY'S APARTMENT - NIGHT

DD is looking down at the entrance to the apartment building across the street. April is still on the earphones and Marcy looks bored.

DD REBOZZO
"There they go. Damn took them longer than I thought. So who won?"

MARCY ROSS
"That would be me. So pay up."

DD REBOZZO
"Do we have to?"

APRIL
"It's not fair!"

MARCY ROSS
"A bet's a bet."

APRIL
"Ok. [big sigh] Elvis Presley is ..."

DD REBOZZO
"The greatest Rock and Roll Singer ever."

APRIL
"And he's the king."

MARCY ROSS
"Hey, I'm all shook up."

APRIL
"We should never have made this bet."

DD REBOZZO
"Yeah no kidding."

CUT TO:

INT. DAWN'S APARTMENT - NIGHT

Dawn is sitting on her couch. She is dressed in an elegant designer dress, cut rather short to show off her legs. Her top is also decidedly low cut. Dawn enjoys attention. In front of her is a glass of whiskey. She's looking at it. Deciding to take a drink. Or not. The buzzer sounds. She goes to the door. Everyone's there.

DAWN
"Well. Took you all long enough. [looking at Angel and Faith] I hope you showered. [another pause] Come in."

Buffy hugs Dawn. The group enters Dawn's apartment.

Dawn's apartment is sparsely furnished. As if she had just moved in. The walls are blank, bare. No pictures. The furniture is modern, and a bit bleak.

BUFFY
"Dawn. I missed you so much. [she has tears in her eyes]"

Dawn's not responsive to this. She asks Buffy ....

DAWN
"Want a drink? I'm having one."

She crosses back to the couch, sits down, and takes a big swig of whiskey from the glass. It goes down smooth. And Dawn's accustomed to it ... Not a cough or a gasp.

BUFFY
"Dawn. Isn't a little early in the evening to ..."

DAWN
"What? Drink? Hey Buffy. I'm happy you're here. And Willow. And ...
Everyone else. So it's happy hour."

Smiling. She has to ask.

DAWN (CONT'D)
"So what prompted this little visit? DD come by and yank your chain? [laughs] She's so predictable. Enjoy your little visit with Riley? [looking at Wood] How was Bradley?"

Faith is gonna take charge.

FAITH
"Dawn, stop playing games. What the hell is Xander planning."

Dawn's demeanor changes.

DAWN
"How is he? Is he ... OK?"

Buffy looks at her sister intently.

BUFFY
"Dawn ... He's just weird. [pause] Angry and bitter and mixed up with ... Some girl. Someone kinda ...
Nasty. Do you know who it is?"

The others are askance. Can Buffy be THAT clueless?

Dawn laughs.

DAWN
"Buffy. Are you the only one here who doesn't know?"

BUFFY
"Know what?"

DAWN
"God. Use your head. I've BEEN with Xander. For nearly fourteen years. I figured you knew."

BUFFY
"WHAT! Dawn! How could you?"

DAWN
"Come on Buffy ... Do the math."

BUFFY
"That would mean ..."

DAWN
"Yeah. I was with him at seventeen. Right after that blind date."

Buffy looks at her sister.

Dawn's mocking her now

DAWN (CONT'D)
"Oh my god Buffy. How wrong! I mean how could I DO that? [she laughs] Why the hell do you think I moved in with him?"

BUFFY
"I thought ... I thought ..."

DAWN
"What? So I could go to HIGH SCHOOL
while you went off to England with Giles? And that worked out real well didn't it? He was gonna LEAVE
Buffy. LEAVE. Or ... Do something. To himself. [laughs] I should know. About that. I'm the expert. Either way I'd be all alone."

She pauses.

DAWN (CONT'D)
"Besides. I WANTED him. All I had to do was take him. Make him mine. Have him hold me. He made me safe and warm. None of you wanted him. And I figured ..."

BUFFY
"What? So you SLEPT WITH HIM? [she's shouting] Dawn you were just a kid."

DAWN
"I wasn't going BACK to High School. I had enough of hell. [bitterly] We left ... What WAS
Sunnydale with nothing. I don't even have a PICTURE of Mom. Or TARA. I can't even visit ... their graves. So don't talk to me about who I sleep with."

BUFFY
"Dawn I'm sorry about all that ... But I sure as hell didn't fight so hard so you could end up ... With XANDER! He's older than you. And you're not ..."

DAWN (CONT'D)
"Old enough Buffy. Older than Molly. Older than Chloe. Older than Amanda. About as old as ... Kennedy [she looks at Willow]"

Willow's not liking this.

WILLOW
"Dawn? Why didn't you talk to us? I mean we're your ..."

DAWN
"Family? Oh sure. You were so wrapped in Kennedy. [looking at Buffy] And all you could do was talk about ... [the words come out bitterly] Spike. How do you think that made me feel?"

Buffy's angry at this from Dawn

BUFFY
"Spike was a hero. He saved the world. He sure as hell didn't sleep with a teenage girl. I'm gonna kill Xander for doing this to you."

DAWN
"No. You aren't gonna TOUCH Xander. And Spike? We're talking about the guy who left you on our bathroom floor bruised and crying ..."

Buffy is shouting

BUFFY
"Not another word Dawn. Not one more word."

DAWN
"Or what? You'll hit me? Send me to my room without dinner? I'm thirty one years old Buffy. You wanted the guy who ..."

Buffy slaps Dawn. And is instantly sorry. But it's too late.

DAWN
"The guy who hit you. Like that. [takes another drink] The guy who tried to rape you. [looking around at the group] You didn't think he went off to get his brand new shiny soul on his own did you?"

WILLOW
"Dawn. That's not true. Spike would never hurt ..."

Willow trails off as she looks at Buffy's face. They all do.

BUFFY
"How could you tell them Dawn?"

DAWN
"Cause they should know. Now that wer're sharing."

To Willow

DAWN
"Remember Tara?

WILLOW
"You think I EVER forgot?"

Looking at Kennedy

DAWN
"Yeah. I do. But that's not the point. Remember? The night before Tara died. Buffy on the floor of our bathroom? Spike storming out. Xander told me he was so angry. You didn't have a clue. As usual."

CUT TO:

FLASHBACK

The rape scene in Seeing Red. Buffy asking Spike angrily why she can never trust him. Xander being angry. Willow coming in. Not understanding the emotion in the room.

CUT TO:

INT. DAWN'S APARTMENT - NIGHT

Willow's appalled. She's figured it out.

WILLOW
"Oh my god. Buffy ... Oh my god. Why didn't ..."

Buffy looks at Angel. He's angry. Faith of all people feels pity for her. And Wood ... He's feeling ... Contempt.

BUFFY
"It doesn't matter now does it? Spike's dead. He did save the world. And I ..."

DAWN
"Still miss him. Even though he did THAT. To you? And you're judging ME? MY choices?"

BUFFY
"Because you were just a kid. You should have been in school. Dating some nice boy. Why do you think I fought so hard?"

DAWN
"I stopped being a kid a long time ago Buffy. Mom. YOU. Tara. Cassie. Chloe. Molly. I liked Molly. She was funny. Amanda. ANYA. Anya was nice to me."

BUFFY
"So what? You just decided that ..."

DAWN
"I'd EARNED him. [she moves closer to Buffy and says intently] Paid in blood. Xander. And he'd earned ME. I was already older than all my friends. Cause they were all dead. [she's taking another swig of her whisky] Same age as you. When YOU
slept with YOUR boyfriend. But mine didn't turn evil and start killing people."

BUFFY
"That's debatable. And Angel is ..."

ANGEL
"Hey. Right here."

DAWN
"Yeah. The big hero. And Xander didn't turn evil and start killing people. [laughs] That was me."

Wood has heard this. He tells her intently

WOOD
"So I've heard. Can't say I approve. Of that. Or a seventeen year old girl with a grown man."

DAWN
"You weren't there. In that house. You didn't see what I saw. [looking at Faith] And how's YOUR little homicidal girlfriend? Hey Faith. Finch? And the other guy? They still dead?"

Defensively

FAITH
"Doesn't change anything. About you. Or Xander."

WOOD
"It was still wrong. For both of you."

Dawn smiles as she looks at Wood and Faith.

DAWN
"I hear that's going around."

BUFFY
"Dawn! [she's shocked] Did you ... Did you kill someone? A kid?"

DAWN
"Yeah I did. So what. It's not like your boyfriends didn't do a lot worse. Maybe you'll ..."

BUFFY
"Do you think you need to do ...
THAT to make me love you?"

DAWN
"Yeah. Pretty much."

Looking at Wood.

DAWN
"I did what I had to. I knew he wasn't part of it. But he was one of THEM. He'd got bit."

WOOD
"He was only twelve Dawn. Killing someone like that ... It's just ..."

Dawn's interrupting

DAWN
"Evil? Doesn't matter. He was a werewolf. Sooner or later ... He'd turn into JUST what they did. Do what they did. To his family. His friends. People he cared about."

Turning to Willow.

DAWN
"Oz loved you. That's why he left. Don't you understand? Even Oz? He would, he probably did, become like that."

Back to Wood.

DAWN
"Besides. He'd seen our faces. Got our scent. Sooner or later he'd be hunting us. It's not like there's a cure. He'd hurt Xander. So I took care of him. [bitter laugh] Did him a favor. At least he died ... Like he was. Not like THEM. You know they were still ... Changing when I cut their heads off?"

Buffy's horrified. At what Dawn's saying. So are Willow and Kennedy. Faith though ... She understands. So finally does Wood. Angel's sad. That Dawn should come to this.

BUFFY
"What the hell have you become?"

DAWN
"Just what you were Buffy. Thought you'd be proud."

Faith's trying to connect, to reach Dawn somehow.

FAITH
"Is that why ... You and Xander? You aren't together?"

Dawn laughs

DAWN
"No. My drinking. [she finishes her drink] After our second ... miscarriage."

Dawn raises an eyebrow

BUFFY
"Dawn? What?"

WILLOW
"Oh Dawnie. Oh god."

KENNEDY
"I'm sorry."

Faith and Wood exchange a look. While Angel's grim. Remembering. Darla.

DAWN
"Our first ... We tried so hard. We were gonna have a family. And get out. We had ... Insurance. And an exit strategy. But even though we were really careful, still ...
[she's crying]"

DAWN
"She was a girl. A girl. We were gonna call her Tara. Then ..."

She collects herself.

DAWN
"Second time we were even more careful. It took us FOREVER to get pregnant. And after our second ... We were gonna call her Joyce. [looking at Buffy with tearing eyes] After Mom."

More businesslike after she's collected herself.

DAWN
"So. I fell completely apart. Threw myself into every bottle I could find. Not even Xander could drag me out. And I SAID things to him. Things I'd do ANYTHING to take back. So finally ... He left. And here I am."

DAWN
"Alone."

BUFFY
"Dawn. [she hugs her sister] I'm here. I know ... I know I haven't always been here for your. But I love you. I'm your sister. And I'm gonna fix things for you. Make things better."

She's crying a bit too.

BUFFY
"Xander. He told me. He told me he still loves you Dawn. That he never stopped."

DAWN
"Really?"

BUFFY
"Yes honey. Really."

Willow's hoping to get right with Dawn.

WILLOW
"Dawn. I'm sorry, I'm sorry that ... This happened to you. I've always been ... [she pauses] ashamed of what I did. And what I said. To you."

WILLOW
"Xander told me. About Rack's. I never realized ... That you? Dawnie you were only fifteen? And a virgin? You would have let Rack ...?"

DAWN
"I wanted to be you Willow. [flatly] A bit late now for sorries."

Angel wants to refocus on the mission.

ANGEL
"What is he planning? Dawn? What he did to Amy? All the dreams?"

FAITH
"The dreams I had?"

KENNEDY
"The ones I had?"

WOOD
"Was that you?"

DAWN
"No. What? Xander told you it was me? You believed him? [she smiles] He's gotten so much better at that. He always used to hate the headgames."

She's thoughtful

DAWN
"I wonder why he's doing it now? Oh!"

She has an idea.

DAWN
"He wants to see me again. This is his way of letting me know. How sweet."

Angel, Faith, and Wood find this disturbing. They exchange a look.

Faith decides it's time for Dawn to spill what she knows.

FAITH
"I think I speak for all of us Dawn when I say ... What in the Hell? And what is Xander doing?"

DAWN
"Oh. THAT? It's our old retirement plan. We were going to kill all the monsters. Everywhere."

BUFFY
"Huh?"

FAITH
"And let me say ... WHAT?"

DAWN
"It's simple. We wanted a family. And we couldn't go on ... Doing, what were doing. [pause] If we left ... Well we'd have way too many secrets. And nearly as many bad guys after us Buffy, as were after you."

She looks at her sister

DAWN
"Do have any idea of how many vamps, demons, werewolves, and other ... FREAKS we had to kill to keep you safe?"

Looking at Willow.

DAWN
"What we had to DO to keep you alive Willow? Cause there were a lot of people who thought the world would be safer without ..."

Kennedy is pissed at this

KENNEDY
"You're way outta line. Willow would never ..."

BUFFY
"She almost did. If it weren't for Xander ..."

KENNEDY
"What? Like Willow would EVER ..."

A bit weary, knowing what sort of things Dawn and Xander had to do to protect her

WILLOW
"It's OK Ken. They're right. I almost DID end the world."

DAWN
"What Xander did was a one time deal. [Giving Willow a hard look] It was important to find a way to let you off the hook. Keep Buffy safe. And us. Without Team H ...
Xander, our baby, even me ... We'd be ..."

Buffy gets it.

BUFFY
"Vulnerable."

DAWN
"Yeah. So the idea was ... Get rid of all the magic in the world. Burn it out. Use it up. Everywhere. For everyone."

ANGEL
"But that would mean ..."

DAWN
"Yeah. All the demons, all the vamps, all the werewolves. All gone. And the witches would be just human. [looking at Willow] You'd be ... Just you. Not a threat. They'd leave you alone."

Not liking this one bit

KENNEDY
"You'd take away our power? Our power is what makes us what we are! We're not ANYTHING without it"

DAWN
"And without us protecting you, you'd be dead with your power. Don't think there weren't plans."

BUFFY
"Dawn. How could you ... PLAN something like that? Angel? He'd ... "

Dawn laughs

DAWN
"Like that wouldn't be a bonus for Xander? Or ME?"

She fixes Angel with a stare.

DAWN
"I'd sacrifice you in a heartbeat. To save the people I love. I never forgot what you are."

ANGEL
"I'd have protected you."

DAWN
"Really? And Buffy? And Willow? Until the next time you got real happy? I don't trust you."

Angel doesn't have an answer for that.

DAWN
"So we'd teleport up to the Space Station. The secret one."

WOOD
"There's a secret Space Station?"

DAWN
"Yes. We know ALL the secrets. We'd stay there. Until it was safe."

WOOD
"Why would you need to stay there?"

Willow and Buffy exchange a look. Faith, Angel, Wood, and Kennedy catch this.

FAITH
"OK. I've had it with all the secrets. What's the deal?"

ANGEL
"Buffy. What's going on?"

KENNEDY
"Will? Why would Dawn need to be ..."

DAWN
"Buffy never told you? About me. [laughs] Not even you Angel?"

ANGEL
"Why don't you tell us?"

DAWN
"You know I'm the key, right?"

ANGEL
"Glory needed you ... For something."

WOOD
"Who's Glory"

DAWN
"Hell God. Long story. Thing is ... I'm not real."

WOOD
"What do you mean? Not real?"

KENNEDY
"How can you not be real? You're right here?"

ANGEL
"A spell. [he's thoughtful]"

BUFFY
"These monks. They needed to hide the key. With the slayer."

DAWN
"So they sent the key to her. In the form of a sister. I'm not real. I don't really exist."

BUFFY
"Dawn? Don't say that. Of course you ..."

DAWN
"I exist. For Xander. He knows what I am. He doesn't care. He loves me."

WOOD
"So you aren't really a woman? You're ..."

DAWN
"A shiny ball of energy. I just look like a woman."

WILLOW
"Dawn that's not true. The woman's there. I see it. You are DAWN.
You're just the key too."

WOOD
"This is confusing."

FAITH
"Tell me about it."

ANGEL
"This would have been nice to know."

BUFFY
"Angel. You weren't there. And ... " KENNEDY
"Will! Why didn't you tell me?"

WILLOW
"I ... I just kinda forgot. I mean so much happened, and we were ...
well we had stuff to talk about. With ourselves."

She pauses.

WILLOW
"So what was the plan?"

DAWN
"Xander's new power plant? The one Sebastian Archer is opening? Here in Chicago? Global Corp's big project? That's it. It'll drain all the magic everywhere. That's why Xander sent you here. So I'd come to him. We'd be together. And go somewhere. Quiet."

Willow's thoughtful. And a bit angry.

WILLOW
"Dawn?"

DAWN
"What?"

WILLOW
"You and Xander? This plan? It's profoundly ... Stupid."

With a raised eyebrow

DAWN
"Oh really?"

WILLOW
"Yes really. What do you think Magic is?"

DAWN
"Stuff that hurts people."

Willow sighs. This is gonna take some time.

WILLOW
"I know why you think that. But it's not. Magic I mean. What do you think life is Dawnie?"

DAWN
"It sure isn't magic."

WILLOW
"Yes it is. Just a different kind. When I do a spell ... When ANYONE
does one ... That's magic. And yeah, vampires, demons, even Angel. Magic. But that's not all it is."

DAWN
"Of course it is."

WILLOW
"No it's not. It's every song on the radio. A flower. Birds singing. Someone being born. [she pauses] Or even someone dying. It's LIFE Dawn. Life IS magic. And you'd take that all away."

To the others.

WILLOW
"Those dreams. Cordy's vision. It's all the same. It's the Earth. She wants us to save her. To stop them. We have to."

Turning to Dawn

WILLOW
"Dawnie. I know what you wanted. You and Xander. But we have to stop this. You'll kill everyone Dawn. Not just the demons. Everyone. The Earth ... It'll die."

DAWN
"Oh. So we're always wrong. AGAIN.
While you ..."

Faith steps in

FAITH
"Don't pull this crap Dawn. You're not seventeen. You and Xander? You're one of us. Not any different. And you know it. If there's even the slightest risk?"

Dawn sees this

DAWN
"We have to stop it. If there's a risk. If Willow's right."

WILLOW
"Of course I'm right. Would I lie to you? I'm connected Dawnie. To everything. The Earth. It's alive. You have to know that."

BUFFY
"You won't be alone Dawn. We'll be with you."

The others are not so keen on having Buffy with them.

ANGEL
"Maybe you should stay here Buffy?"

DAWN
"No. I want her to come with us."

Dawn's decided. She'll act.

DAWN
"I can get you in. To him. To where it will happen."

She rises. And goes to a section of the wall. Pushing in a portion of it activates a switch. Part of the wall slides away, revealing an armory. Body armor, weapons, and ammunition are all hanging up, neatly organized. Along with small badges in a bin, they have a small light on them.

DAWN
"It won't be easy. I can block his teleporter with these."

She tosses the badges to the group.

DAWN
"Marcy. April. And DD. We can deal with them. Even DD. But nobody touches Xander."

Angel's not onboard with THAT requirement

ANGEL
"We'll do what we have to ..."

Dawn's taking off her jacket.

DAWN
"You want to see Connor again? Cordy? Or did you think I didn't know? About them? What they did?"

Dawn puts on the body armor. AND the shoulder holster with twin Browning Hi Power automatics in them. She's strapping various weapons onto her vest.

BUFFY
"Huh? Angel?"

ANGEL
"Your point?"

DAWN
"That things can get ugly for them. If you aren't Mr. Nice Guy"

ANGEL
"So you have all the angles covered?"

Dawn puts another, looser fitting jacket on over the vest and holster.

DAWN
"What the hell do you think I've been doing for the past fifteen years?"

CUT TO:

INT. LOBBY OF THE POWER STATION - NIGHT

The group enters the lobby. They are all wearing their badges. Faith pulls Angel and Wood aside as Buffy, Willow, and Kennedy follow Dawn's lead.

FAITH
"We need to be careful here Angel."

Angel raises an eyebrow.

FAITH
"Dawn's not playing straight with us. She's holding something back. Maybe several somethings. And I'm not convinced she's on our side."

WOOD
"You think she's ready to end the world?"

FAITH
"She may not think that we're right. She's been wrapped up in Xander for fifteen years. And killing things. It's not healthy."

WOOD
"Are you talking about her or us?"

FAITH
"You know what I mean. [looking at Angel] You saw me at my worst. What I was. Wild."

ANGEL
"And your point?"

FAITH
"Dawn's like that. Except she's in control."

ANGEL
"You mean she has a taste for ..."

FAITH
"Danger. Killing. She's been up against the stuff we've been for fifteen years. Along with Xander."

ANGEL
"They're still alive."

FAITH
"And the odds say they shouldn't be. So she's got a couple of nasty surprises for us."

WOOD
"I'd count on it."

FAITH
"Our edge is Buffy. She still loves her. And Xander. She won't let them get hurt."

Faith looks hard at Angel

FAITH
"We do what we have to, understand?"

A bit angrily.

ANGEL
"You don't have to tell me. I'll stick close to Buffy."

Dawn waves to the group.

DAWN
"It's in here. Let's go."

CUT TO:

A MONTAGE

The camera tracks the group as they walk down long corridors, go down several flights of stairs, and finally enter the Power Generator room of Global Corp's new power plant. All the while Angel is right next to Buffy, and Dawn catches this.

CUT TO:

INT. GLOBAL CORP. POWER STATION - NIGHT

The group spreads out as they see Xander at a control station, with April, DD, and Marcy spread about the room.

Dawn approaches Xander, a bit tentatively at first, looking at him with anxious eyes. As Xander smiles at her and and moves towards her, they meet in the middle of the room and hug each other silently for a long time. They are both crying.

Faith looks at Wood and Angel. Makes sure they are ready. Marcy in turn catches the eyes of both DD and April. THEY are also ready, and tense.

DAWN
"Xander, I'm so sorry. Can you forgive me?"

XANDER
"Dawn? [looking at her intently] You are my whole LIFE. Of course I forgive you. If you'll stay with me?"

DAWN
"Of course."

Interrupting and not liking the embrace.

BUFFY
"Xander? You were with Dawn when she ..."

Faith interrupts this

FAITH
"This isn't why we are here Buffy? Remember? It doesn't matter anyway."

XANDER
"Dawn? We have to go. To the space station."

DAWN
"Xander ... Willow says this isn't going to work out. That ..."

WILLOW
"That you WILL end the world. Xander, the Earth IS MAGIC. Life is. End the magic and the earth dies. Simple as that."

XANDER
"Because you say so. You're so trustworthy. Been with us all this while."

Dawn and Xander still have their arms around each other when Dawn interrupts.

DAWN
"Xander, if there's any risk, any at all for you, I don't want this. I'm not willing to chance it."

XANDER
"Do you trust her?"

DAWN
"I'm not sure. Honey it's not like it's just Willow. ALL the slayers had this dream. Even Cordy. We need ... We need to STOP honey. I'm so tired of all this. I'm tired and I hurt all over."

She starts crying.

DAWN
"If it was just me I wouldn't care."

Holding her tightly and SCARED

XANDER
"What's wrong? What's the matter?"

Softly and crying.

DAWN
"Xander ... The spell the monks did? Or maybe just my key energy? I'm sick. Like Mom was. Prognosis? Terminal."

He's crying too.

XANDER
"It's not the spell honey. It's not you. Remember that mission we did? With just us? Before Team H?"

DAWN
"The demon cloning lab. With all the chemicals."

XANDER
"That one. Honey ... The reason I was doing this ...?"

There's a shimmering. And Dawn and Xander suddenly appear by the central console. Another shimmer and an energy barrier appears around the console.

FAITH
"Crap!"

Everyone looks alarmed.

XANDER
"I'm sick too. The same way. I'm dying just like you."

DAWN
"Oh god. We really blew it."

XANDER
"Honey no. There's no other place I'd rather be. No other life I'd want. Than with you. ALL of it has been worth it. ALL of it. Cause I was with you."

Angel, Faith, Kennedy, Wood, Buffy ... And even the other members of Team H are scared. They're pounding on the Energy barrier.

BUFFY
"Xander, Dawn! Get out of there. You need to stop this. Please. Please. [she starts to sob]"

BUFFY
"I love you."

WILLOW
"We can help you. There are things ..."

XANDER
"I've been to see every specialist there is."

DAWN
"And so have I. You didn't help Mom any."

WILLOW
"That was different. Joyce wasn't sick because of magic."

DAWN
"Neither are we. [laughs bitterly] Do you think we REALLY ever split up? We've ALWAYS been together. We got sick ..."

XANDER
"Because we inhaled a nasty bunch of chemicals in a demon cloning lab."

DAWN
"We just wanted to see you again. Our big reunion."

XANDER
"What do you think Wil? Buff? How'd we do?"

FAITH
"Crap. Listen! It's not too late. We can still fix things. You need to come out of there."

She pounds on the field.

FAITH
"Angel! Kennedy! April! If we all hit this thing together, we can break through it?"

Looking at April

FAITH
"If we're right, and the Earth dies ... You'll be all alone. You want that?"

April's appalled while Dawn laughs

DAWN
"You always were pretty smart Faith."

April, Angel, Kennedy, and Faith all hit the field as it begins to strain. They hit it again. And again. Each time the field grows weaker.

XANDER
"What do you want to do?"

DAWN
"You're all I have Xander. You've always known that."

BUFFY
"No! God no don't do this Dawn. Please! I want to take care of you."

DAWN
"Oh right. Except when you're after the latest vamp. Hey DD ... Guess what?"

DD REBOZZO
"What?"

DAWN
"Want to know who killed your sister? In L.A.? As part of a black magic ritual?"

DD REBOZZO
"Angel's son. Connor. And his sorta Girlfriend. Cordy. [a pause] Xander told me. Part of our deal. This will take care of them? Right?"

Xander and Dawn nod.

DD backs away from the group, and takes out her gun. There's a bit of a scream as Junior starts to awaken, and the engravings are crawling and MOVING on the gun (Junior).

MARCY ROSS
"I guess we know which side you chose. Stupid!"

Smiling at Xander, her arms around of him possesively.

DAWN
"And you said you weren't good at this stuff. I'm so proud of you."

APRIL
"DD don't do this. Please, I don't want to be alone."

DD REBOZZO
"Get away from that barrier."

Angel vamps out in gameface. He's ready for a fight.

ANGEL
"I WILL hurt you if I have to. And that gun won't stop me."

BUFFY
"Angel don't! That gun is ..."

Too late. DD shoots Angel. He looks surprised. Why should this HURT so much. Then he vanishes in a cloud of dust.

BUFFY
"No! Angel!"

DAWN
"Oh get over it Buffy. MY boyfriend is dying. And so am I. Maybe Spike will come back from the dead and turn you into a vampire. You know you want that."

Through her tears

BUFFY
"How could you? And how could you think I'd want it?"

XANDER
"Cause it's true. Ready honey?"

Kisses him a long time. Passionately.

DAWN
"Of course I am. You're MY whole life. And always have been."

Dawn presses a few keys on the console. The room begins to hum. The central collector begins to light up. Dawn and Xander are holding each other. Kissing. A bolt of energy leaves their bodies for the central collector. And Xander and Dawn fall down, dead.

BUFFY
"NO!"

WILLOW
"Xander!"

A wave of distortion passes through, and a stream of energy goes from Willow, Kennedy, and Faith to the central Collector. Robin, Marcy, and DD fall down. Struggle unsuccessfully to stand up again. Buffy's staggering on her feet. The power juncture between the Central Collector and the feed for the generators now has a solid stream of energy in the gap, a gap of about six feet.

APRIL
"We have to stop this. What do we do?"

Weakly as she's struggling to stay on her feet.

Everyone else is in agony. Willow is clutching Kennedy. Faith is holding Wood's hand even as she's convulsing. Buffy sees this.

BUFFY
"I don't know how."

Buffy hears a voice. Distantly.

JOYCE (V.O.)
"Buffy. You have to stop this. You have to save her. Dawn. You have to fix this honey."

BUFFY
"Mom?"

JOYCE (V.O.)
"Buffy. You have to fix this. Save the world. One more time. I'm sorry honey. But you have to stop it."

Buffy's crying. From what she's seen. And what she knows now she has to do.

APRIL
"Who are you talking to? Is someone else here?"

BUFFY
"It's OK. I understand."

April turns around, looking. And Buffy gathers herself for one last effort. Staggering instead of running, she stumbles across the room and throws herself into the gap. Where she's caught in the power stream. And suspended as the power, unimaginable power, courses through her. Buffy's eyes are closed. But she's smiling.

APRIL
"Hang on! I'm coming."

Buffy opens her eyes and looks at April.

BUFFY
"It's OK. I've got it. [broader smile] Like riding a bike." EPILOGUE

CUT TO:

EXT. BUFFY'S HOUSE ON REVELLO DRIVE - DAY

Xander and Dawn are washing a car in the driveway. Dawn is seventeen, and Xander has both his eyes and is twenty three. Dawn takes the hose from Xander and squirts him with it. Xander holds up the the sudsy sponge and raises an eyebrow. Dawn laughs as Xander approaches. She grabs him and kisses him. Xander responds.

Faith, Riley, Willow, Tara, April, and Marcy approach silently from the back yard. They are carrying white cards.

FAITH
"[clearing her throat] Judges? What are the scores for technical merit?"

Faith, Riley, Willow, Tara, April, and Marcy all hold out cards. They read 5.7, 5.6, 5.7, 5.8, 6.0, and 5.6.

TARA
"5.6 is a little low isn't it?"

RILEY
"Too much sponge action from Xander."

Faith hits him softly, playfully

FAITH
"That's my little sister."

Xander and Dawn break apart, horrified.

XANDER
"Faith! Hey I was just, that is ..."

Faith cuts off his babble. And smiles at both of them.

FAITH
"You haven't seen the Artistic Impression scores yet. Judges?"

Faith, Riley, Willow, Tara, April, and Marcy hold up a second set of cards. They read 5.9, 5.7, 5.4, 5.9, 6.0, and 5.7.

DAWN
"You and your Ice Skating Movies."

FAITH
"Hey, Cutting Edge rocked. D B Sweeney and Moira Kelly?"

RILEY
"This is fun."

Smiling.

TARA
"We're gonna have to do this again."

Xander realizes he's still alive.

XANDER
"You're not gonna kill me?"

Laughing.

FAITH
"Why would I? My best friend and my little sister? Kissing? This is so much fun."

Advancing to Xander and Dawn.

FAITH
"Cause I just KNOW you're not gonna have sex with her until she's eighteen. I'd hate to break both your arms."

Smiling.

FAITH
"Besides. The possibilities are endless."

Groaning

DAWN
"This isn't gonna stop is it?"

FAITH
"Dawn? [a long pause as she smiles] I think it's time we had the ...
Talk."

DAWN
"Oh god."

FAITH
"I think you could use it too Xander."

The radio plays, the opening bars of the Supremes "Walk on By."

CAMERA ON:

BUFFY STANDING OUTSIDE HER HOUSE, WATCHING

Buffy is watching all this take place. Including Dawn and Xander groaning at Faith's teasing.

Suddenly Anya appears at her side.

ANYA
"You can't go in Buffy."

Buffy sees Anya and hugs her. She's crying.

BUFFY
"Anya! Am I? Are we?"

ANYA
"Dead? Well of course. [a pause] You can't go in."

Sadly

BUFFY
"We don't exist anymore do we?"

ANYA
"No honey we don't. [she pauses] You did pretty good Buffy. You always were a pretty good hero."

She laughs

ANYA
"You saved the world one last time. Without any powers."

Sadly

BUFFY
"Too bad I wasn't a better sister. Or a friend. Will they ...?"

ANYA
"Don't look at me Buffy? I'm not omnicient. But you did the best you could. Faith, she's ..."

BUFFY
"Where she was supposed to be? All along?"

ANYA
"Now you get it. She's you Buffy."

BUFFY
"Dawn? Xander?"

ANYA
"Will they turn into cold hearted remorseless killing machines and end the world? I don't know Buffy."

She's musing a bit.

ANYA
"Before, all they had was each other. That's never enough. It wasn't for us. But now they have their sister, their friends. Their family. They have a chance to be something else. Something better."

BUFFY
"I'm sorry Anya. [a pause] So what do we do now?"

The song is playing, Dawn turns up the radio.

ANYA
"We do what the song says Buffy."

They walk away from the camera, down the street. As they start to fade away, Anya reaches for Buffy's hand and holds it.