PROLOGUE:
1 INT. SUBMARINE 
  A submarine moves through the dark depths of the ocean. Inside, there's 
  panic as the captain ushers his men through the passageways toward safety 
  during a red-alert.

CAPTAIN 
Come on, come on! Let's go! Let's go! Move it! 
HODGE 
(talking to the radio microphone) 
I repeat, we need immediate assistance! 
CAPTAIN 
Get out, as fast as you can! Come on, let's go! Lawson, get those 
men forward! 
LAWSON 
(pushing the men toward the next compartment) 
All right, you heard the Captain. Clear the compartment. 
CAPTAIN 
(pointing from the previous compartment) 
Lock it down out there. Dog the hatches!
An unseen creature growls and grabs the captain, pulling him away 
into the previous compartment.

LAWSON 
(goes to investigate) 
Captain?!
(grabs the captain, who has fallen to the floor clutching his bleeding 
neck) 
Somebody help me! Get in here! 
(breathing heavily, dragging the captain toward the next compartment) 
(looks up to see a creature growling at him) 
Oh, God. Help me!
Lawson drags the captain back toward the next compartment, but the 
creature pulls the captain out of Lawson's grip, dragging him away by 
the feet. Lawson falls backwards, falling on another shipmate. The creature 
growls. Bones snap. When Lawson looks up, his face is showered with the 
captain's blood.

LAWSON 
Captain?!
Lawson and the other man scramble to their feet, rush through the 
door to the next compartment, and close the door tightly behind them.

Cut to:
2 INT. CONFERENCE ROOM - NIGHT 
Angel's conducting a meeting of his department heads.

GUNN 
(reviewing a report) 
Tactical swept her hangouts, and our locators ran through their usual 
voodoo. Each came back with the same result: Eve has vanished.
(sits)
ANGEL 
Well, I can't say I'm particularly depressed by that news. 
WESLEY 
She did leave swearing vengeance. That doesn't usually go well for 
us. 
GUNN 
Oh, and the senior partners don't take betrayal lightly. 
LORNE 
Yeah, well, gotta figure they whisked her up shortly after they nabbed 
the scheming prince. 
ANGEL 
Speaking of which... 
GUNN 
Uh, no news, but goin' off of company precedent, right about now Lindsey 
should be boiling in his own filth. 
ANGEL 
"Should be" 's not gonna cut it. Let's find out for sure. 

GUNN 
Well, the white room's empty. Our liaison to the senior partners has 
vanished. It's hard getting information anymore. We may be able to 
establish a new liaison through a—
(stutters) 
uh through a protocol....
(shakes his head) 
Uh, sorry. Must be tired. Um... we've got options. I'll get on it. 

ANGEL 
It can wait till morning. Eve's vanished. Let's end on a high note. 

LORNE 
Oh, calling the patient before midnight on a Friday? Careful, gang. 
We might get to have social lives.
They stand and amble toward the door.

WESLEY 
Speak for yourself. I've got 5 or 6 hours of spell detailing to do. 

GUNN 
Yeah. I got a mess of briefings to go through. 
FRED 
And I have to redo the entire Trask experiment. Knox really dropped 
the ball on that one. 
WESLEY 
Yes, he is unreliable. Good point. 
FRED 
So much for social lives. 
ANGEL 
Well, should we at least meet back here in a few hours and talk about 
some work some more? 
WESLEY 
(looks at the others, then to Angel) 
Sounds lovely.

Cut to:
3 INT. LOBBY - NIGHT 
Fred, Lorne, Gunn and Wes walk out of the conference room through the lobby.

FRED 
What did we do with our lives before we got these jobs? 
WESLEY 
I seem to recall lots and lots of Jenga. 
LORNE 
Well, I'm out of here. If we're working, there's a client party down 
at Skybar with my name all over it. 
FRED 
That counts as work? 
LORNE 
You been to Skybar lately? It's all frat boys and television executives.
(walks toward the elevator)
GUNN 
Hey, if you're detailing spells, maybe we should go over the portal 
incantations from last Monday's Mithroc retreat. 
WESLEY 
Oh, God, Gunn, don't even start. We have enough work for one night. 
Let's not worry about yesterday.

Cut to:
4 INT. LOBBY - NIGHT 
After the others have gone their separate ways, the elevator dings, the 
doors open, and Lawson walks out.
Fade to black.
Opening credits.

ACT I:
5 INT. SCIENCE LAB - NIGHT 
Fred walks into her dark lab only to notice Lawson standing there, reading 
a report.

FRED 
Excuse me?
(no response, Lawson flips a page) 
Hello? 
LAWSON 
(looks up) 
Oh. Hi. I'm sorry. I—I was just trying to understand some of 
your equations here. I used to have a bit of a head for numbers. It's 
funny how you lose part of your mind when you stop using it.
(puts the report down)
FRED 
Is there something I can help you with? 
LAWSON 
(walks around the lab desks) 
Oh, don't be alarmed, Ms. Burkle. I just came to talk. 
FRED 
How do you know my name? 
LAWSON 
(picks up items from the lab desk) 
Do you like working here? 
FRED 
What? 
LAWSON 
You know, do you enjoy what you do? Do you find yourself waking up 
in the morning, eager to start your day? 
FRED 
(smiles, walks casually toward the exit) 
Uh... I don't know. I—I mean, I guess I had my doubts at first, 
but lately I've been feeling like we're— 
LAWSON 
(looks up, politely) 
Please don't try and run, Ms. Burkle. I'd have to stop you. 
FRED 
(stops, turns to face him) 
What do you want? 
LAWSON 
Actually, I came to see your boss. Angel and I are... old acquaintances. 
I was friends with him back in the day, back when he was in his patriotic 
phase.

Cut to:
6 INT. ANGEL'S HOTEL ROOM - DAY 
There's a pile of newspapers on the floor. The headline on the topmost paper, 
the New York Journal, reads "Allies Strike Back." 
TITLE: New York City, 1943
1940's era music plays aloud in the darkened room as Angel sits depressively 
in his chair. Suddenly, men bust into the room and knock Angel out of 
his chair with a swift, strong punch. Angel stands to find himself facing 
two strong men holding pointed stakes. More men walk in from the hallway.

MILITARY MAN 
(walks in wearing a black leather jacket and a khaki-colored button-up 
shirt with star-shaped pins on the collar) 
All right, calm down! Calm down!
(to Angel) Now, when I say "calm down," I'm talkin' to you, 
of course. These guys I want wound good and tight, case you don't 
feel like listenin'. Sit down, son. We need to talk.
(Angel sits; the man sits across from him) 
You ever considered joinin' the war effort? 
ANGEL 
(shrugs) 
No. 
MILITARY MAN 
Well, that's a shame. Times like these, we can use all the able-bodied 
men we can get. 
ANGEL 
I'm not a man. I guess you already knew that. 
MILITARY MAN 
Everybody's gotta do his part. That's all I'm sayin'. Doenitz has 
been kickin' the holy hell out of us in the Atlantic. Allies are losin' 
up to 100 ships a month to his u-boats. Their damn submarines are 
faster, stronger, and more powerful than anything we've got in the 
water. Say what you will about the Krauts, them sons-of-bitches know 
how to build a boat. Up till now, we haven't had much luck figuring 
out what makes 'em tick, but 2 days ago our boys managed to capture 
what appears to be a T-class German-prototype submarine. 
ANGEL 
(unenthusiastically) 
That's... great news. 
MILITARY MAN 
Yes, it is. Unfortunately, when they were bringin' it back here, something 
went wrong. Late last night, we received fragments of a distress call. 
Something was on that ship. Have you ever heard dying men screaming 
for their lives, Angel? 
MAN IN BLACK 
(standing behind the army man, the man smirks at Angel) 
Course he has. 
MILITARY MAN 
That sub's stuck in hostile territory, but we need it if we're gonna 
win this war. It's down too deep to send divers. Pressure, cold'd 
kill a man... 
MAN IN BLACK 
But... those aren't problems for you... are they?
(walks closer to Angel) 
You've been on our radar for some time now, Angelus. 
ANGEL 
Name's Angel. 
MAN IN BLACK 
Oh.
(chuckles) 
Right. You have a soul now. I represent a relatively new agency, Demon 
Research Initiative? And we think that you might be the solution to 
our little problem. 
ANGEL 
(stands) 
Well... I'm not interested.
(the bully knocks Angel in the stomach, shoving him forcefully back 
into his chair) 
Ohh!
(coughs)
MAN IN BLACK 
(matter-of-factly) 
We don't particularly care. We figure we strap enough weight to you, 
you will sink, regardless of your interests. 
MILITARY MAN 
We need that sub, and we need you to deal with... what's on it. 
MAN IN BLACK 
We had our intelligence investigate the submarine's cargo manifest. 

MILITARY MAN 
(takes a top-secret file out of his briefcase, stands, tosses the 
file in Angel's lap) 
We think we know what attacked our boys.
Angel sighs, opens the file, and reads it.

Cut to:
7 INT. SUBMARINE 
The surviving sailors are gathered in a bunking area. Lawson loads his pistol 
and paces.

LAWSON 
(kneels in front of Hodge) 
How you holdin' up, Hodge? 
HODGE 
Tiptop, sir. 
LAWSON 
We gotta keep it steady, sailor. If we're gonna get out of this, we 
need you sharp.
(pats Hodge on the shoulder) 
(stands, walks past a German soldier with a Nazi swastika symbol on 
his sleeve to join the others)
SPINELLI 
We're tryin' to figure our next move. 
TYLER 
We got no means of controlling the ship from up here. Now, these bulkheads 
hold, we got maybe 2 days of air left. 
SPINELLI 
That's assuming that they don't figure out how to get through that 
hatch. 
TYLER 
What the hell were those things, Lawson? 
SPINELLI 
I bet you our friend Fritz here knows.
(walks toward the German) 
Huh? Huh?
(grabs the German by the lapels) 
What the hell were you sick bastards carryin'? 
GERMAN 
Wie bitte? Ich verstehe nicht. 
SPINELLI 
What did you—
They hear a man screaming from a nearby compartment.

TYLER 
Shh! Shut up, Spinelli!
The other sailors join them, listening intently to the man screaming 
in agony.

HODGE 
That's Lewis. 
LAWSON 
Shh.
They continue listening in horror as their shipmate screams.

TYLER 
Christ, he's still alive back there.
Lawson stares at the door as his shipmate screams and suffers, then 
suddenly he starts for the door. Spinelli cuts him off.

SPINELLI 
Hey, you, what do you think you're doin'? 
LAWSON 
Get out of my way, Spinelli. 
SPINELLI 
They're dead! Nothin' we can do to help them now. 
LAWSON 
Stay here. I'll go alone.
Lawson starts to walk past Spinelli, but Spinelli steps toward Lawson, 
grabbing Lawson's pistol from him and pointing it at Lawson.

HODGE 
Guys! 
SPINELLI 
You open that hatch, we all die. 
LAWSON 
You get that gun out of my face. Right now. Right now.


A loud, metallic clanging noise distracts them.

TYLER 
What was that? 
SPINELLI 
Movin' on the hull.
The clanging continues. Lawson puts his hand on the pistol, gently 
pointing it away from him.

LAWSON 
Torpedo room. Bring the German.
They walk away from the area of the ship where their shipmates were 
being tortured, heading toward the torpedo room. The clanging continues, 
and the men look around trying to pinpoint its location.

O'SHEA 
It's in the tubes. 
SPINELLI 
What the hell is it? 
HODGE 
Could be another one of them. 
SPINELLI 
I say we flush the tubes— 
LAWSON 
Shh!
(listening to the pattern of the tapping—it's in Morse code: 
dit dit dit dah dah dah dit dit dit, repeating) 
That's S.O.S.
(the tapping continues) 
Open tube number one.
The men all stand around pointing their pistols at the torpedo bay 
while Spinelli opens the hatch. The hatch swings open to reveal Angel 
has crawled in it from the outside.

Cut to:
8 INT. WESLEY'S OFFICE - NIGHT 
Wesley walks into his office carrying a stack of books, when he notices 
Fred sitting bound and gagged, tied to an office chair. His instinct is 
to rush to her aid, but he notices her glancing over his shoulder, so he 
looks behind him. Before he can react, Lawson comes out from behind the 
door and hits Wesley over the head, knocking him out.
Cut to:
9 INT. SUBMARINE 
Angel is standing in front of the torpedo tube now. The sailors are all 
pointing pistols at him.

LAWSON 
You wanna tell me how a man gets 400 feet down without so much as 
a dive suit? 
ANGEL 
Which one of you is Captain Franklin? 
LAWSON 
Captain's dead. 
ANGEL 
Who's in charge? 
LAWSON 
Suppose that'd be me. 
ANGEL 
Under naval op 4-zero-7, I'm supposed to issue you your order: Charlie 
Baker Oboe Victor. 
LAWSON 
Verification. 
ANGEL 
Nautilus. 
LAWSON 
(holsters his gun; the others follow suit) 
Yes, sir. All right. 
ANGEL 
(looks at the weights on his feet) 
Somebody wanna get these things off me?
Hodge and Spinelli are carrying away Angel's weights as they walk 
down the hallway back to the bunk room.

HODGE 
I'm telling you, he's some sort of super soldier, l-like Steve Rogers 
or Captain America. 
SPINELLI 
Steve Rogers is Captain America, you eightball. 
HODGE 
What? 
LAWSON 
(to Angel) We're all that's left. An ensign, a helmsman, handful of 
petty officers. Afraid we're not much, not against them. 
ANGEL 
What's your name, ensign? 
LAWSON 
Lawson, sir. Sam Lawson. 
ANGEL 
OK, Lawson. Keep everyone in this room. Lock it up tight.
(walks toward the door that leads to where the others were killed)
LAWSON 
Yes, sir. Sir...
(takes his gun out of its holster, loads it) 
I've seen what those things can do to a man. I wouldn't go in there 
unarmed, not by yourself.
(offers the gun to Angel)
ANGEL 
Keep it. You may need it.
(climbs through the door) 
It's OK, Lawson. I know what I'm up against. Don't open up this door 
for anything other than me. 
LAWSON 
Yes, sir.
(closes the door on Angel)


Angel walks down the deserted hallway, past empty bunks. He opens 
the hatch at the end of the hallway, only to find Spike trying to come 
through the door. Spike looks up, takes a step back, resting his swastika-clad 
arm on his propped-up knee, and looks at Angel.

SPIKE 
Angelus. They'll let anyone in here.



Fade to black.

ACT II:
10 INT. SUBMARINE 
Resume. Angel has just discovered Spike is on the submarine wearing a Nazi 
uniform. There's a dead man at their feet.

SPIKE 
(turns toward Angel, smiling) 
Of all the bloody faces I expected to see down here. 
ANGEL 
(looks at Spike) 
You're a Nazi. 
SPIKE 
What?
(Angel looks Spike up and down) 
Oh. No. I just ate one. So... they got you, too, eh? Phew. Mmm. Nabbed 
me in Madrid. Sneaky bastards, the S.S. Don't ever go to a "free 
virgin blood" party. Turns out it's probably a trap. 
ANGEL 
You were captured at a "free virgin blood" party? 
SPIKE 
I know.
(shakes his head) 
Who'd have thought? One minute, I'm asking a fella why all the virgins 
look like Goebbels. Next minute, I'm stuck in a box on this cursed 
ship.
(starts walking down the hallway; Angel follows) 
I feel better knowing they got you, too, though I can't say I'm surprised. 
From our company, it looks like they're rounding up the baddest of 
the bad. 
ANGEL 
Ah. You're gonna have to introduce me. 
SPIKE 
Of course, but I gotta warn you, uh, they're a little bit stiff.
Spike opens the hatch to the next compartment. He and Angel walk over 
several corpses as they walk into the next room where two eccentric vampires 
await them.

SPIKE 
Oh. Angelus... this is Nostroyev and the Prince of Lies. Nostroyev, 
Prince of Lies, this is Angelus.
(nods, grins) 
The Angelus.
Nostroyev is wearing a luxurious costume resembling late 19th century 
European aristocratic fashion. He's got a pointed beard and a substantial 
beer belly. The Prince of Lies is a bald, creepy-looking pale vampire—clearly 
very old as his pointed ears, odd teeth and bony fingers demonstrate. 
He stands hunched over and holds his long-fingernailed hands together 
in front of him.

NOSTROYEV 
(with a Russian accent) Angelus. Used to be quite the terror back 
in the day. Haven't heard much of you lately, though. 
ANGEL 
Haven't heard much of you, ever. 
NOSTROYEV 
(proudly) 
Nostroyev! Scourge of Siberia and Butcher of Alexander Palace. 
ANGEL 
Sorry. 
NOSTROYEV 
(petulantly) 
I was Rasputin's lover!
Angel looks impatiently at Spike.

SPIKE 
(rolls his eyes) 
Uh, look, I broke these 2 out just shortly after I got free. Didn't 
know you were back there. Would've come for you as well. Suppose we 
had our hands full with the sailors, didn't we? 
PRINCE OF LIES 
(laughing creepily) 
Ehh... 
ANGEL 
Anybody still alive back here? 
SPIKE 
Nah. We just finished off the last of them. What about back there? 
Save us anything? 
ANGEL 
Couple men left in the torpedo room. 
SPIKE 
Well, what are we waiting for?
(smiles, looks at the others, starts to walk out)
ANGEL 
(holds his hand up, stopping Spike) 
No. 
SPIKE 
What? 
ANGEL 
We're not killing any more humans. Well, not right now. 
SPIKE 
Why the hell not? 
ANGEL 
Because in case you haven't noticed, Spike, we're trapped at the bottom 
of the ocean. 
SPIKE 
Yeah. So? 
PRINCE OF LIES 
(looks suspiciously at the ceiling) 
We're underwater?
(sneers)
ANGEL 
(crosses his arms) 
So, unless you know how to operate one of these things, we're gonna 
need their help. 
SPIKE 
Oh, come on! How hard can it be?
(stands by the controls, moving them) 
Forward, back, up, down.
(an alarm starts to sound)


The Prince of Lies holds his hands to his hears and hisses. Angel 
goes to the levers to undo whatever Spike has done, stopping the alarm.

NOSTROYEV 
Tell you what...
(grabs a wooden-handled fire-axe) 
we'll leave one alive to work the boat...
(walks toward the door) 
and eat the rest. 
ANGEL 
(puts his hand on Nostroyev's chest, stopping him) 
Nope. 
SPIKE 
(to Nostroyev) Uh, yeah, probably should warn you. He likes to pretend 
he's the boss. 
NOSTROYEV 
You may have made a name for yourself muscling around weaker vampires... 

SPIKE 
Hang on! 
NOSTROYEV 
But I am Nostroyev. I will tear you open and play "Coachman, 
Spare Your Horses" on the lute of your entrails. Get out of my 
way.
Angel steps back, seemingly allowing Nostroyev to pass, but punches 
him in the stomach instead. Angel grabs the axe out of Nostroyev's hands, 
punching him in the stomach with the handle, breaking it. Angel thrusts 
the splintered wooden handle through Nostroyev's chest, causing Nostroyev 
to scream and turn into dust.

ANGEL 
(steps back, looks at Spike and the Prince of Lies commandingly) 
We don't kill the humans 'til we reach land. Is that clear? 
SPIKE 
(holding up his fore- and middle-fingers in a distasteful gesture, 
smirks) 
Heil Hitler.

Cut to:
11 INT. ANGEL'S OFFICE - NIGHT 
Angel's sitting at his couch, signing and reviewing papers at the coffee 
table.

LAWSON 
(walks through Angel's office door) 
Hiya, chief. Aw, come on. Don't tell me you don't recognize me. Spend 
time in the tube, should know your crew like the back of your hand. 

ANGEL 
Lawson. 
LAWSON 
You see there?
(puts his hand over his heart) 
I'm touched. Aren't you gonna ask me how I got in here? 
ANGEL 
Nah.
(sits back, crosses his arms) 
You'd be amazed how many people break into this building on a regular 
basis. 
LAWSON 
But I had a whole bit planned, about how I was always good with technology 
and you of all people should know that. 
ANGEL 
Yeah. Sorry. This place might as well be a bus station. 
LAWSON 
(paces in front of Angel) 
Seems like you're doing pretty well for yourself. It's a far cry from 
all those years you spent in the gutters, eating rats. 
ANGEL 
You've been following my life. I'm touched. 
LAWSON 
I just check in every decade or so. Imagine my surprise when I found 
out that Mr. Vermin-eater himself was suddenly fighting evil and running 
Wolfram & Hart.
(scoffs) 
Mind explaining that one to me? Those 2 don't exactly go hand in hand. 

ANGEL 
It's complicated. 
LAWSON 
Find that's true about most things these days. I don't mean to sound 
like an old man, but...
(sighs) 
We used to live in simpler times, didn't we? Never thought I'd miss 
being on that sub. Things made a kind of sense. "Keep your head 
down..." 
LAWSON & ANGEL (V.O.) 
(fade out Lawson's lines; fade in Angel's lines) 
Watch each other's backs, and stay alert.

Cut to:
12 INT. SUBMARINE 
Transition back to Angel on the sub saying these words Lawson was remembering. 
Angel leads the sailors through the hallways.

ANGEL 
Follow our lead. We'll get out of this. All right?
(sighs)


Lawson and the others look around, noticing all the corpses of their 
former shipmates littering the hallways and rooms they pass on their way 
to the control room.

ANGEL 
(making introductions) 
Lawson, Spike. The Prince of Lies. Put 'em to work if you need 'em.
(Spike salutes)
LAWSON 
Spinelli, take Heinrich up to the galley. Then do a full systems check. 
You got 5 minutes. Start with the batteries. I want juice as soon 
as possible.
(Spinelli grabs the German's arm and exits) 
O'Shea... you're at the helm. Tyler? You're gonna have to handle bow 
and stern for now. 
O'SHEA 
If we have to surface, we can't outmaneuver the Jerrys on batteries 
alone. 
LAWSON 
I'll work on the engines once we're under way. Right now I just wanna 
get moving. 
SPIKE 
And where does the captain sit? 
LAWSON 
Uh, right there.
(points)
SPIKE 
Oh. Right.
(sits in the captain's chair) 
And now, uh, who brings the captain his drink? 
LAWSON 
Hodge, you're on communications.
(Hodge doesn't respond; he just stares at Spike) 
Hodge!
(nods, goes to his station)
PRINCE OF LIES 
(creepily) 
And what should I do? 
ANGEL 
Sit down over here, Prince of Lies.
(ushers the Prince of Lies to a seat away from the others)
PRINCE OF LIES 
(sits, inspects the controls near his seat) 
This bathysphere is perplexing.
(looks at Hodge) 
Ah...
(listens to headset, hisses)


Angel notices Lawson staring at the bodies at their feet.

ANGEL 
(to Lawson) Let's get these bodies out of here.
Angel and Lawson move the bodies to the empty bunks. 

LAWSON 
May I speak freely, sir?
(Angel starts covering the body with a blanket) 
I recognize there's a lot going on here that I don't understand... 
but those monsters butchered my crew... and apparently they're in 
the S.S. 
ANGEL 
Spike's not in the S.S. He just likes wearing the jacket. 
LAWSON 
Yeah, that doesn't help me understand why we're working with him or 
keeping him alive, for that matter. 
ANGEL 
I got him under control. 
LAWSON 
That's not the point.
(walks to another body) 
He killed my captain, sir. 
ANGEL 
We may be able to use them. We don't have much of a crew left. 
LAWSON 
I don't think we'll need 'em. 
ANGEL 
They're extra hands. 
LAWSON 
They're monsters. And I don't know why we— 
ANGEL 
You don't need to know why. We gotta bring this sub in. Those are 
our orders. Isn't that the point? Following orders? 
LAWSON 
There's a difference between orders... and purpose, sir.
(covers a body with a blanket) 
I didn't sign on 'cause I needed directions. Hell, growin' up, I used 
to make fun of the military boys. Always figured they wouldn't know 
how to tie their shoes if someone didn't give 'em the go-ahead. Then 
I saw pictures of what the Krauts were doing. Evil's spreading, sir... 
and it's not just over there. It was on my ship, it killed my crew, 
and we gotta stop it! And I've been scared out of my mind since I 
signed on for this duty, but I can keep it together, I can even handle 
dying, if I know it's for a greater purpose. 
ANGEL 
We got a job to do. That job is gonna help us win the war. I don't 
need you to understand every detail, but just know we're fightin' 
on the same side. I need you to trust that I'm gonna get us all through 
this... safe and sound.

Cut to:
13 INT. ANGEL'S OFFICE - NIGHT 
Lawson's still talking to Angel in his office.

LAWSON 
Safe and sound. Guess now's not the time to argue semantics, is it? 
Did you care about any of it— The ship? The mission? The men? 
Or were you just in it to save your own ass? 
ANGEL 
What do you want, Lawson? 
LAWSON 
Same thing I've always wanted: to understand. 
ANGEL 
Understand...what exactly? 
LAWSON 
(shrugs, walks toward Angel) 
Why we do what we do, how you manage to always—
Angel kicks the coffee table toward Lawson's legs, knocking him to 
the ground and smashing the table. Angel grabs a splintered leg and rears 
back with it, ready to strike it into Lawson's chest. Lawson, whose back 
is pinned to the floor, reaches up, grabs Angel's wrist, stopping Angel 
from staking him.

LAWSON 
You sure you want to do that, chief? 
ANGEL 
Fairly certain I said I'd kill you if I ever saw you again. 
LAWSON 
(smiling) 
Oh, I never doubted you. But you gotta ask yourself... would I really 
come in here unarmed, knowing that, without an ace in the hole? Wouldn't 
make much sense, would it? 
ANGEL 
(jerks his hand back, dropping the stake) 
What did you do?

Cut to:
14 INT. CONFERENCE ROOM - NIGHT 
Lawson leads Angel off the elevator into a conference room.

LAWSON 
Now, I don't need you to understand... every detail.
(widen the camera angle to show Gunn, Fred, and Wesley standing in 
swiveling office chairs bound and gagged) 
But I do need you to trust that I'm gonna get us all through this, 
safe and sound.



Fade to black.

ACT III:
15 INT. CONFERENCE ROOM - NIGHT 
Resume. Angel has just discovered that Lawson has abducted his team and 
is holding them hostage. Angel starts to go to his gang, but Lawson holds 
up his hand, stopping Angel.

LAWSON 
Easy now. That's double-ought wire wrapped around your crew's necks. 
Take a fella's head clean off with just a little tug. Best not go 
roughhousing. Something might get knocked over. 
ANGEL 
(exhales slowly) 
Whatever you want from me... this isn't the way to get it. 
LAWSON 
Already getting it. The worry in your eyes, fear of what might happen 
next, which is right on the mark, 'cause I got a funny feeling there's 
gonna be some blood spilled tonight.
(grins, shrugs) 
For old times' sake.

Cut to:
16 INT. SUBMARINE 
Lawson returns to the command deck to check on his crew.

LAWSON 
(to O'Shea) Is that any better? 
O'SHEA 
Little bit. Stern planes are still dragging. 
LAWSON 
Well, let's hope we don't have to control down in a hurry. Need any 
help with the bow plane? 
O'SHEA 
Chris has got it.
(reaches over to the next steering wheel)


Lawson looks at the wheel, on which O'Shea has hung a medallion of 
St. Christopher, the patron saint of travelers.

LAWSON 
(chuckles) 
Well, keep an eye on him, all right? Just in case.
(walks over to Hodge) 
Any signs of life? Nothing, huh? I suppose the quieter, the better. 

SPIKE 
(whines to Angel) 
Come on. When am I gonna get a turn? 
ANGEL 
In about never. 
SPIKE 
I'm playing nice with the anchovies, like you asked.
(points at O'Shea) 
At least let me have a go at the wheel. 
ANGEL 
Pipe down. I'm trying to work. 
SPIKE 
Oh, "pipe down." That official sailor talk, is it? Well, 
ahoy, matey. You can just swab my deck.
(mock-salutes Angel)
ANGEL 
Spike— 
SPIKE 
Captain. 
ANGEL 
What? 
SPIKE 
I want to be called captain.
(turns to face the other sailors, grins evilly) 
I mean, hell, I did eat him.
(Hodge stands, angrily, but Lawson stops him from going at Spike)
ANGEL 
Check the torpedoes before I stuff you in a tube and send you for 
a swim, Captain.
(grabs Spike by the jacket, shoving him into the next room)
LAWSON 
We gonna have a situation, sir? 
ANGEL 
He'll do what I tell him. 
LAWSON 
'Cause you know each other. From before this, right? 
ANGEL 
Something on your mind, son? 
LAWSON 
I just want to make sure this boat gets to where it's going. That 
and my crew are all that matters. 
ANGEL 
How they holding up? 
LAWSON 
They knew capturing a Jerry sub could be a one-way ticket, but they're 
good men. They'll keep it together, and they'll follow orders. Or 
they'll have me to answer to. 
ANGEL 
Good. Everybody keeps their cool, we might just make it out of this.
(a man screams from the next room) 
Damn it!
Angel and Lawson rush into the next room to see what's happened. The 
Prince of Lies is beating up on the German. 

ANGEL 
What the hell are you doing? 
PRINCE OF LIES 
(holding a report in his hands) 
You think I don't know?! I am as ancient as the darkness itself. 
ANGEL 
Yeah, you're real old. We know. Just calm down. 
PRINCE OF LIES 
They dare conceive such violations upon my temple!
(walks angrily toward the German) 
The Prince of Lies is not a slab of meat to be set upon by insignificant 
maggots. 
ANGEL 
Put a sock in it.
(pulls the Prince of Lies off of the German)


The Prince of Lies roars at Angel's interference, knocking Angel back 
against the wall. Lawson pulls his gun on him, shooting the Prince of 
Lies several times to no effect. The Prince of Lies knocks Lawson down 
and turns back toward the German. 

GERMAN 
Nein! Bitte! Ich flehe dich an— 
PRINCE OF LIES 
(grabs the German by the throat, squeezing) 
I will suck the brain from your skull and digest your thoughts like 
a sour pudding.
Pan back to show Angel is staking the Prince of Lies before he can 
kill the German. The Prince of Lies explodes into a cloud of dust before 
the eyes of Lawson and a couple others who crowded around the doorway 
to see what's going on.

GERMAN 
Danke. Er haette mich sonst umgebracht. 
ANGEL 
(punches the German, knocking him out) 
(to Lawson) You all right? 
LAWSON 
(gets to his feet) 
Nothing a year of shore leave won't fix. 
HODGE 
He exploded! He stabbed him, and he just exploded. 
LAWSON 
Get back to your stations. Now! 
HODGE 
How does a guy just explode like that? 
LAWSON 
Man's asking a good question.
(puts his gun in its holster)
ANGEL 
You really need an answer? 
LAWSON 
Might help if I heard it for sure. 
ANGEL 
Vampire. 
LAWSON 
Yeah, I take it back. Doesn't help. So what do you think set him off? 

SPIKE 
I'm guessing these had something to do with it.
(holds up the report the Prince was holding) 
Anybody read Nazi?
(throws the paper on the table in front of the German) 
Right. Let's have it. 
ANGEL 
Don't have time for this, Spike. 
SPIKE 
Better hurry it up, then...
(transforms into vampire face) 
before I get peckish. 
GERMAN 
Dein Kleingeist wuerde unsere Arbeit echt nicht vestehen. 
SPIKE 
How's that again, mate? 
LAWSON 
He says you're an idiot. 
ANGEL 
You speak German. 
LAWSON 
Enough to get by. 
SPIKE 
Well, gravy. I'll menace. You talk.
(snarls at the German)
LAWSON 
Was sind das fuer Papiere? Ich werde ihn nicht aufhalten koennen. 
Was sind das fuer Papiere? 
GERMAN 
Nachforschungen. 
LAWSON 
He says it's research. 
SPIKE 
What kind? 
LAWSON 
Was fuer Nachforschungen? 
GERMAN 
Intra-Gehirn Anregung und Macht ueber Sub-Damonen. Genauer: Vampire. 

SPIKE 
What about vampires? 
LAWSON 
I don't know. It's technical.
(grabs the report, leafs through it) 
Something about stimulation and... control. They've been experimenting 
on them... and cutting into their brains. 
SPIKE 
That what got the Prince's coronet in a twist, isn't it? Found out 
you were gonna pop our tops and melon-ball us. 
LAWSON 
They're trying to create an army... out of things like you. 
SPIKE 
(looks at Angel) 
That explains why they nicked us. Cream of the crop. Wanna build an 
army of vampire slaves, you start at the top—with the generals. 

LAWSON 
(to the German) It's not enough what you're already doing in the world, 
is it? Only you and your fuehrer could come up with something this 
sick. 
GERMAN 
(laughs) 
Da sind wir nicht die Einzigen, mein Junge...
(to Angel) nicht wahr? 
ANGEL 
Genug!
SPIKE 
I am the only one don't speak Kraut?! 
LAWSON 
(to Angel) You knew about this? 
SPIKE 
He did? 
ANGEL 
It was part of the mission. 
SPIKE 
What mission? Oh. I get it. You're playing both sides against each 
other. 
ANGEL 
Spike— 
SPIKE 
No, I respect that. But if the Yanks are after this stuff, too, I'm 
eatin' the lot of them. 
ANGEL 
No, you aren't. 
SPIKE 
(walks toward Lawson, who pulls his gun) 
Try and stop me. 
ANGEL 
(puts his hand on Spike's chest, holding him back from Lawson) 
Spike! We need them, OK? I'm not getting trapped at the bottom of 
the sea. 
SPIKE 
And I'm not getting experimented on by his government. 
LAWSON 
We wouldn't do that. You don't win a war by doing whatever it takes. 
You win by doing what's right. 
SPIKE 
Yeah? Let me know how that works out for you, Popeye. 
ANGEL 
None of this matters. Your people are getting this ship and their 
men onboard that are still alive. That's all!
(grabs the report) 
Spike... torch it. 
SPIKE 
Oh, damn skippy.
(pulls out a lighter)
GERMAN 
Nein! Nein! 
SPIKE 
(lights the report on fire) 
Ha ha ha ha ha ha!
(singing while the report burns)
God save the King! Send him victorious, happy and glorious—
(a muffled explosion sound can be heard near the sub)
LAWSON 
What was that?
SPIKE 
(the fire spreads to his jacket) 
Oh, bloody hell!
(tries to put out the fire on his clothes, inadvertently failing to 
burn the document completely) 
(another muffled explosion sounds) 
Bloody hell! 
LAWSON 
Depth charges.
(walks back to the control center) 
Talk to me, Hodge. 
HODGE 
Contact maneuvering, sir. Multiple cavitations. 
LAWSON 
How many? Hodge! 
HODGE 
(listening through headphones) 
I'm picking up at least 3—no, 4 destroyers. 
TYLER 
4?! We couldn't take on one in this condition. 
HODGE 
(listening through headphones) 
Splashes! 
LAWSON 
60 meters! Fast dive! 
O'SHEA 
60 meters! Fast dive! Aye, sir! 
LAWSON 
Spinelli, bow plane! 
SPINELLI 
Bow plane, aye, sir! 
LAWSON 
Hold steady, 6 degree down bubble. 
O'SHEA 
6 degrees, mark! 
ANGEL 
What can I do? 
LAWSON 
Hang on.
The submarine dives. Hodges listens to pinging SONAR responses through 
his headphones. Everyone tries to be still. Nothing happens.

SPIKE 
Krauts are shooting blanks.
Suddenly, an explosion impacts the sub, knocking everyone off balance 
and disrupting power and other functions, sending sparks shooting from 
circuits and dimming the overhead lights.

LAWSON 
(gets to his feet) 
Report! 
TYLER 
Propulsion motor's down. We're dead in the water. 
ANGEL 
Go! Get it back up. 
LAWSON 
I don't—I'm not sure if I can. 
ANGEL 
Get sure, fast. 
LAWSON 
All right.
(runs out of the control center)


Another explosion impacts the sub. Water starts gushing through the 
hull. 

SPINELLI 
(sitting at the controls) 
We're taking on water! Somebody secure the other compartment. Now! 

ANGEL 
We're on it!
(grabs Spike and heads out of the control area)
SPIKE 
We? What do you mean, we?
Elsewhere on the sub, Lawson brings a toolbox and a flashlight into 
the engine room. Another explosion rocks the sub. Lawson sets down his 
toolbox and starts unbuttoning his uniform shirt.
Back at the water leak, Angel and Spike come up to O'Shea who's trying 
to tighten a pipe coupling with a wrench. 

O'SHEA 
Unh! It's no good. Damn thing's stripped. 
ANGEL 
(squeezing the pipe closed, straining) 
Never... liked... the ocean.
(the leak dwindles to a trickle)
SPIKE 
(looking around) 
Hey, where's Fritz?
Angel looks around, doesn't see the German, and heads down the hall.
Back at the engines, Lawson is pulling on a wrench, trying to loosen 
a bolt.

LAWSON 
Unh! Come on, Sally. Give it up—augh!
(finally loosens the bolt; looks around) 
Ah, screwdriver.
(tools clatter on the floor as he looks around for the right tool) 
Where the hell's the screwdriver?
Lawson stands and turns toward the door only to find the German standing 
right in front of him. The German stabs Lawson in the gut with the screwdriver, 
thrusting it deep and twisting it so as to inflict maximum damage. Lawson 
brains the German with his heavy wrench, knocking him to the ground. His 
glasses clatter at Lawson's feet. Lawson looks down at his wound and collapses 
in pain.

Cut to:
17 INT. CONFERENCE ROOM - NIGHT 
Back in the conference room, Lawson lectures Angel while pacing in front 
of his captive crew.

LAWSON 
Funny what goes through a man's mind when his life's hanging in the 
balance. Boys talked about that a lot back on the boat. Always figured 
it'd be the special moments you freeze in time.
(standing in front of Gunn) 
Your mom singing you to sleep at night.
(looking over at Wesley) 
Sneaking into the movies with your best friend.
(looking up at Fred) 
The way your girl's hair shimmers in the sun.
(looks at Angel) 
But the truth is... the only thing that really goes through your head 
is... "wow... this really sucks." And then you're gone.


Cut to:
18 INT. SUBMARINE 
Angel walks into the engine room past the German on the floor, heading straight 
toward Lawson.

ANGEL 
Lawson... 
LAWSON 
I'm all right. 
ANGEL 
(helps Lawson stand) 
Easy, easy. 
LAWSON 
I'm all right. 
ANGEL 
Try not to move! 
LAWSON 
We're dead without propulsion. 
ANGEL 
(looks at the engine) 
Tell me what to do. 
LAWSON 
I'm the only one... I'm the only one...
(coughs up blood) 
I'm not gonna let any more die. I can fix it.
(gasping) 
I can fix it.
(coughing)
ANGEL 
I know you can.


Angel brings forth his vampire and bites deeply into Lawson's neck. 
Lawson's face is one of shock and helplessness until he nearly passes 
out. Angel reaches over to cut his wrist on nearby pipes and holds his 
wrist up to Lawson's mouth. Lawson seems passive and confused at first, 
but transforms in a moment into a blood-thirsty vampire-to-be, holding 
on tight to Angel's arm and suckling hard at Angel's hand.

Fade to black.

ACT IV:
19 INT. SUBMARINE 
The remaining sailors sit on the floor, exhausted. Spike and Angel watch 
over them, waiting.

SPIKE 
Air's about gone. Your new boy better get the engines running before 
the fish start flopping. 
ANGEL 
He'll get it done. 
SPIKE 
Hope it's in time.
(eyeing Hodge) 
That one on the end looks like he's done for. Be a blessing to put 
him out of his misery.
(engines start up)
ANGEL 
Get 'em on their feet. We need to surface.
(walks out)
SPIKE 
(sighs in disgust, rolling his eyes) 
(to Hodge) Your lucky day, isn't it?
Angel walks into the engine room where Lawson is putting his uniform 
shirt back on.

ANGEL 
You did it. 
LAWSON 
Told ya I could. 
ANGEL 
Good work. 
LAWSON 
(turns to face Angel) 
Thanks...chief. You, too.
(looks up, listening to the noises the sub is making) 
We're surfacing. 
ANGEL 
Yeah.
LAWSON
(walks toward Angel) 
Is that a sharp maneuver, with the Jerrys still trolling for us? 
ANGEL 
We're out of air. Crew's not gonna make it if we don't vent. 
LAWSON 
They swore to give their lives for their country... just like me. 
Besides, I'm hungry. 
ANGEL 
They're still your men. 
LAWSON 
But they're not the mission... are they?
(changes in to vampire visage, throws a punch at Angel)
ANGEL 
(catches Lawson's punch, twists his arm behind him) 
You're new at this. I'm not. Let's take a walk.
As the submarine surfaces in the night, Angel escorts Lawson down 
the hallway. Spinelli opens the hatch and climbs back down the ladder. 

LAWSON 
(eyeing his former shipmates) 
They look smaller. 
ANGEL 
(walks Lawson to the ladder) 
8 hours to sunrise. 20 miles from land. 
LAWSON 
I just might make it. 
ANGEL 
Hey. I'm sorry for what happened. But if I ever see you again... I'm 
gonna have to kill ya. 
LAWSON 
Aye, aye, chief.
(to the crew) Take good care of her. She's a good boat.
(climbs the ladder to exit the sub)
SPIKE 
Bloody brilliant. Turn the poor sod to save the ship. Then make him 
dash for dry land before Mr. Sunshine scorches him a new one.
(cocks his head to the side) 
You're still a dick.
(grins)
ANGEL 
(nods, his arms crossed) 
Yeah. I am.
(steps aside, glaring at Spike)
SPIKE 
(scoffs) 
Bollocks.
(walks toward the ladder and ascends it)



Cut to:
20 INT. CONFERENCE ROOM - NIGHT 
Lawson's still talking to Angel while pacing in front of Angel's strung-up 
team.

LAWSON 
Did they at least torture you? Please tell me they did. 
ANGEL 
Never gave them a chance. Jumped ship... off the coast of Maine. Went 
underground till the war was over. 
LAWSON 
Like any other coward. 
ANGEL 
Wars are won and lost by men. 
LAWSON 
You mean...like me? No, wait, that doesn't apply anymore, does it? 

ANGEL 
I never wanted to do this to you. 
LAWSON 
Oh, put your hanky away. I know how important the technology they 
pulled from the sub was to helping us stop the Germans. Sounded like 
a fair shake. One person damned to make the world safe for future 
generations.
(looks over at Angel's gang) 
Except these guys. 
ANGEL 
Killing them's not going to change the past. 
LAWSON 
But it'll hurt you. Maybe that's enough. 
ANGEL 
Never is. 
LAWSON 
Then maybe I found my mission again after all these years. 
ANGEL 
Being an evil son of a bitch not keeping you busy? 
LAWSON 
We all need a reason to live, even if we're already dead. Mom, apple 
pie, the stars and stripes— That was good enough for me till 
I met you. Then I had this whole creature-of-the-night thing going 
for me—the joy of destruction and death—and I embraced it. 
I did all the terrible things a monster does—murdered women and 
children, tortured fathers and husbands just to hear 'em scream—and 
through it all... I felt nothing. 60 years of blood drying in my throat 
like ashes. So what do you think? Is it me, chief? Or does everyone 
you sired feel this way? 
ANGEL 
You're the only one I ever did this to...after I got a soul. 
LAWSON 
Do I have one, too? 
ANGEL 
(blinks, looks aside) 
I don't think it works that way, son. 
LAWSON 
Didn't think so.
Lawson punches Angel repeatedly, knocking him back into his desk. 
Angel kicks Lawson across the room. When Lawson tries to get on his feet, 
he teeters near the hostages but manages not to bump them while looking 
at Angel and smiling. Lawson and Angel throw punches at each other again, 
and Angel throws Lawson to the ground. 

LAWSON 
(looking up at Angel while getting to his feet) 
You gave me just enough, didn't you? Enough of your soul to keep me 
trapped between who I was and who I should be. I'm nothin'... because 
of you.
Lawson charges at Angel again, but Angel stops his punches, throwing 
Lawson instead through the glass wall.

Cut to:
21 INT. LOBBY - NIGHT 
Lawson lands in the lobby amid fragments of shattered glass. Lawson gets 
to his feet as Angel saunters toward him. Lawson looks around and grabs 
a shaft of splintered window-frame, forming a makeshift stake.

ANGEL 
You really want it to end like this? 
LAWSON 
Sounds like a plan.
Lawson rears back with the stake, but Angel grabs his wrist before 
Lawson makes contact with his chest. Angel forcefully turns the stake 
in Lawson's hand to point to Lawson's chest.

LAWSON 
(searching Angel's eyes) 
Come on, chief. Give me a mission.
Angel rears back with his other hand, pounding the stake into Lawson's 
chest, turning him to dust instantly. Angel stares at what used to be 
Lawson. 

Cut to:
22 INT. ANGEL'S OFFICE - DAY 
Angel's sitting on the edge of his chair looking out at the Los Angeles 
skyline when Spike walks up to his door.


SPIKE 
Really ought to do something about security. They'll let anybody in 
here, won't they?
(walks up to Angel's side, looks out at the skyline as well) 
Fred gave me the Cliff Notes. So sailor boy finally came back for 
a yo-ho-ho, did he? 
ANGEL 
Finally came back. 
SPIKE 
Took him long enough. Know revenge is best served cold and all, but 
his must've been frozen solid. 
ANGEL 
I don't think that's what he was after. 
SPIKE 
(looks at Angel) 
No? Then what was he looking for? 
ANGEL 
(whispers) 
A reason.

Fade to black.