PROLOGUE:
1 INT. WOMAN'S APARTMENT - DAY 
The television set is on, and a children's TV show called "Smile Time" 
starts playing. The set has a blue doghouse and a treehouse with a ladder 
leading to it. A very simplistic song starts playing, and the puppets appear. 
There's a brown dog puppet in the doghouse and two children puppets in the 
treehouse. The boy puppet has red hair and wears overalls and a baseball 
cap backwards on his head. The girl puppet has brown hair in pigtails on 
her head, fastened with daisy barrettes.
PUPPETS 
(singing on TV) 
In our secret backyard  
we can make your day more fun and less hard  
(the children and dog stand together) 
no more frowning, let's get learning  
ABC's and 123's  
everything from words to weather
Pan over to show there's a young boy sitting in his pajamas on the 
couch watching the television. The boy has a thermometer in his mouth.
PUPPET DOG 
(singing in a gravelly voice on TV) 
we'll discover them together  
Woof! 
PUPPETS 
(singing on TV) 
Time to strap your thinking cap on thinking things are going to happen... 

WOMAN 
(on the phone, pacing nearby) 
Because he's still sick, Ma. He can't keep anything down.  
(takes thermometer from the boy's mouth, stands between him and the 
TV) 
Yeah, and he's running a temperature.  
(the boy tries to look around his mom so he can see the TV) 
Well, what am I supposed to do? My shift starts in half an hour. Yes. 

PUPPETS 
(singing together, in a hug with a large formless purple puppet with 
a musical horn where his nose and mouth should be) 
Every day's a new beginning all your friends are here and grinning 
'cause it's smile time 
WOMAN 
No, Ma, I can't.  
(pacing, wanders away from the TV and Tommy)
PUPPETS 
That's right! You're on smile time. 
(they repeat the song from the beginning)
PUPPET BOY 
(separates from the singing group; comes up to the TV screen, pressing 
both hands to it and watching the mother leave) 
Oh, good. She's gone. OK, Tommy, you know what to do.  
(shakes his head) 
Tommy, you should never break a promise. You don't wanna be a bad 
apple, do you? Come on. You know smile time isn't free.  
(angrily now) 
Now get over here and touch it.  
(Tommy stands and walks toward the TV) 
That's it, Tommy. Come on. Touch it!  
(when Tommy puts both his hands on the TV screen, the puppet starts 
moaning with pleasure) 
Ohh! Ohh... that's it.  
(pan up to show Tommy's face is paler, and he has dark circles under 
his eyes) 
Oh, yeah. Good boy, Tommy.  
(Tommy's eyes roll back in his head) 
Oh...ohhh...
Tommy collapses and falls to the ground. When the mother starts walking 
back toward the TV room, the puppet boy sees her and gasps. He heads back 
to join the singing group again.
WOMAN 
(getting ready to go) 
OK, Tommy, grandma's gonna be here in a few hours. Listen, I don't 
want you watching that crap all day long...  
(looks up at the boy and stops in her tracks)
Tommy is lying on the floor where he collapsed, only his face is frozen 
in a creepy smile. Meanwhile, the puppets are still singing in the background 
on television.
PUPPETS 
(singing) 
'cause it's Smile Time. 
That's right! 
You're on Smile Time!

Fade to black.
Opening credits.

ACT I:
2 INT. SCIENCE LAB - DAY 
Fred is looking into a microscope in the lab when Knox walks out of her 
office carrying papers. 
KNOX 
(hands the files to Fred) 
Courier brought this in. Looks medical. 
FRED 
Oh, right. Good.  
(flips through the papers)
KNOX 
So, what do you got? 
FRED 
(reading the reports) 
Mini epidemic here in L.A. 11 children between the ages of 5 and 8 
hospitalized due to collapse over the last 3 weeks. None of them have 
woken up. I'm working under the assumption that this thing is mystical 
in nature. 
KNOX 
Oh, why's that?
Fred takes a picture from the report and shows it to Knox. The picture 
shows a child in the same position as Tommy—his hands are up beside 
his face, which is frozen in an eerie smile.
KNOX 
Right. Could be the Joker.  
(Fred glares at him disapprovingly) 
From the comic books? Just trying to think outside the box.
Fred looks back at the papers to see a greeting card has been slipped 
into the stack. She takes it out to read it. The front, edged with pink 
and red hearts, depicts a monkey holding a heart and reads "I don't 
wanna monkey with your heart." She opens it. The inside reads "Happy 
Valentine's Day" in red letters.
KNOX 
I know Valentine's was last week, but, um...  
(Fred looks at him hesitantly) 
I didn't take the discount on the card. 
FRED 
(smiles politely) 
Thanks. Um...  
(uncomfortably) 
We talked about this. 
KNOX 
(sheepishly) 
I was thinking maybe we could talk about it again. 
FRED 
(sighs, shakes her head, hands him the card and vials of blood) 
I'm sorry, Knox, but you have work to do. 
KNOX 
(looks at her, backs away slowly, nods) 
I do.

Cut to:
3 INT. LOBBY OF WOLFRAM & HART - NIGHT 
The elevator doors open, and Nina (the werewolf from episode 5x03 "Unleashed") 
steps out. She's wearing a fashionable low-cut ensemble with a pretty necklace 
and a black blazer. She looks around the lobby expectantly. A demon wearing 
a suit walks by her talking on a cell phone. Angel walks down the stairs 
toward the lobby while reading a file, when Nina spots him. 
NINA 
Um... hey! 
ANGEL 
Hey. Back for the Wolfram & Hart Bed-and-Breakfast? 
NINA 
(smiles) 
Full moon cycle starts tonight, in...  
(checks her watch) 
38 minutes, actually. Had a little snag getting out of the house. 

ANGEL 
(signing a document a legal aide handed him) 
Haven't told your sister yet, huh? 
NINA 
It's not the sort of thing that's easy to jump to in conversation. 
"Oh, by the way, Jill, I've been a werewolf for 4 months." 
 
(Angel hands off the documents he was signing and walks toward his 
office; Nina follows) 
I told her I was going camping in the desert again. She's starting 
to worry I've turned into some new agey, moon-worshipping Wicca person. 

ANGEL 
Might be relieved to find out that you're just a werewolf.  
(Nina chuckles)
HARMONY 
(as Angel and Nina pass the receptionist's desk) 
Hey, there, Nina. We've got your suite ready. 
ANGEL 
(puts his arm around Nina, touching her shoulder) 
It's OK, Harmony. I'll take her. 
NINA 
(turns to Harmony smiling, waves and whispers) 
Bye! 
GUNN 
Harmony, did you get a receipt from the county clerk on that filing 
I did for the Wayburn case? 
HARMONY 
(smiles, points, nods) 
Oh! Yeah. Clerk's office called, said you filed the wrong papers. 

GUNN 
What? 
HARMONY 
Yeah.  
(looks at her notepad) 
Um, you sent them a motion for change of venue instead of a motion 
to dismiss. Unless you meant to do that. Some kind of tricky lawyer 
maneuvering you're trying to pull. That it? 
GUNN 
Yeah. Keep 'em on their toes.  
(walks away looking worried)

Cut to:
4 INT. BASEMENT - NIGHT 
Angel opens the door to the basement room. Inside, there's a cage with metal 
bars. 
ANGEL 
Seems like you're getting used to the routine, though. 
NINA 
Yeah.  
(walks into the cage) 
In a weird way, I'm starting to like it. These stay-overs, I mean. 
Not the going all hairy part, but... I don't know, coming here. There's 
always something interesting going on.  
(looks away coyly) 
And getting to see you,  
(looks into Angel's eyes) 
I look forward to that—you... all month, actually. 
ANGEL 
(stuttering uncomfortably) 
Uh-huh. Um... I should probably close the cage.  
(closes the cage door)
NINA 
(laughs nervously) 
What? 
ANGEL 
Insurance thing. 
NINA 
Oh, right. 
ANGEL 
OK, um... Bye.  
(hurries toward the door)
NINA 
(quickly tries to get this sentence out before Angel walks out the 
door) 
Anyway, I was thinking... I mean... What are you doing for breakfast 
tomorrow? 
ANGEL 
(stares, frozen in place for a moment) 
Oh, you know—  
(chuckles) 
Drinking blood. 
NINA 
(nods, embarrassed) 
Right, yeah. 
ANGEL 
Uh, see ya. 
(shuts the door)
Nina sighs.

Cut to:
5 INT. WESLEY'S OFFICE - NIGHT 
Angel is talking to Wesley in Wes's office while Wes looks over some papers 
on his desk.
ANGEL 
(not facing Wesley, uptight, concerned) 
She asked me to breakfast. 
WESLEY 
Breakfast.  
(nods, looks up from his papers) 
Right. How did you respond?  
(looks back over his papers)
ANGEL 
Well... of course, I—ahem— ignored it completely, changed 
the subject, and locked her in a cage.  
(paces, turns toward Wes)
WESLEY 
(looks up from his papers) 
Sorry. What? 
ANGEL 
Wes, it wasn't just breakfast. You know, it was, uh... breakfast. 
 
(rambling) 
I mean, here we had this very good, very platonic thing going on, 
and then all of a sudden, out of the blue— 
WESLEY 
Are you blind?  
(Angel stares back blankly) 
Angel, there are things called signals.  
(Angel shifts uncomfortably in his shoes) 
Odorless, yes. Invisible, certainly, but unmistakable, like the ones 
she's been casting your way for months. 
ANGEL 
(shakes his head) 
No. I would have noticed— 
WESLEY 
This isn't just from me.  
(Angel rolls his eyes) 
This comes from people who know. This comes from the ladies. 
ANGEL 
(raises his eyebrows in disbelief) 
The ladies? 
WESLEY 
Fred, Harmony... the girls in transcription.  
(Angel frowns) 
As Harmony put it, "Why else would a chick who's coming to spend 
3 nights in a jail cell dress like it's her first date?" 
ANGEL 
(stares at Wes in panic) 
Oh, God.  
(Wes stares back with a knowing smile) 
The ladies are right.  
(sits in a chair) 
Nina's down there right now, turning into a werewolf and liking me. 
I don't—can't— I have no time for that kind of— I have 
no right. I mean, look, we all know what happens if— 
WESLEY 
(shakes his head) 
If what? If you achieve a moment of perfect happiness? 
ANGEL 
I turn back into Angelus, and we don't want that.  
(Wesley scoffs) 
What? 
WESLEY 
99.999-ad infinitum percent of the best relationships in the recorded 
history of the world have had to make do with acceptable happiness. 

ANGEL 
Look, Wes— 
WESLEY 
(stands, throws his hands up, paces) 
Hiding behind your gypsy curse when there's a beautiful, engaging—all 
right, occasionally hirsute—young woman who actually wants you? 

ANGEL 
Wes, it's not gonna happen. 
WESLEY 
Why? 
ANGEL 
(stands, emphatic) 
Because I'm not that guy. That guy is charming and funny and... emotionally 
useful. I'm the guy in a dark corner with the blood habit and the 
200 years of psychic baggage. 
WESLEY 
Get over it! 
ANGEL 
Why are you yelling at me? 
WESLEY 
Because!  
(softer) 
Angel... if there's a woman out there... who you find truly attractive, 
who you think about, let's say, most of the time, who represents even 
part of what you think makes the world worth fighting for and who 
doesn't view you as an entirely sexless shoulder to lean on...you 
have to do something about it. 
ANGEL 
Who are we talking about here? 
WESLEY 
(looks down, the looks over Angel's shoulder toward the door) 
Fred. 
FRED 
(walks into the office holding a stack of files) 
Hey, guys. I—I think I have a case. 
ANGEL & WESLEY 
(simultaneously with relief) 
Thank God! 
FRED 
(hands the files to Angel) 
Children's epidemic. 7 kids, comatose, each with a semi-rictus of 
the facial muscles. I haven't been able to isolate a causative agent. 

WESLEY 
You think it's mystical. 
FRED 
Well, I've been down the strictly physiological route, number-crunched 
all the victims' charts, even had our hospital contacts send over 
blood samples. I've pulled all their plasma apart. No indicators on 
the cellular or subcellular levels. 
ANGEL 
(flipping through the files) 
TV. 
FRED 
(turns to Angel) 
What? 
ANGEL 
Parents said all the kids collapsed between 7:00 and... looks like 
7:30 A.M. And all of them in front of the TV. 
FRED 
Huh. That could be something, but I'd still like to get a handle on 
the pathology. 
ANGEL 
Good. I'll—I'll follow up on this lead.  
(over-enthusiastically) 
I'll need to clear my schedule. These kids need help.  
(walks out)
FRED 
Wow.  
(turns to face Wesley) 
He really jumped on that one. 
WESLEY 
(nods) 
Yes, he is a bit jumpy.  
(walks back to stand behind his desk) 
He's realized Nina has feelings for him. 
FRED 
(grins) 
Well, took long enough. 
WESLEY 
He can be rather dense. 
FRED 
Um...  
(smiles, walks up to Wes) 
by the way, my car is in the shop again, and I was thinking... 
WESLEY 
Of course.  
(picks up the phone)
FRED 
(smiling flirtily, trying to finish her thought) 
Maybe you and I, we could... 
WESLEY 
(holds up his hand to stop Fred) 
(to the phone) Yes, Ms. Burkle needs a driver to take her home tonight. 
 
(Fred looks deflated) 
(to the phone) That's right. 511 Windward Circle.
Fred shrugs and bites her lip.

Cut to:
6 INT. ANGEL'S OFFICE - NIGHT 
Lorne's sitting on the edge of Angel's desk while Angel reviews papers.
LORNE 
Oh, the signals are there, jefe, loud and clear. Nina definitely wants 
a piece of Angel cake. 
ANGEL 
(rubs his forehead) 
Lorne? Can we get back to the job? 
LORNE 
(leafing through papers) 
Your wish, dreamboat, my command. I know most of the show runners 
in town, and none of them are really up to this sort of big-league, 
sinister...  
(stops abruptly) 
Hey...  
(chuckles) 
7:00 to 7:30? 
ANGEL 
(looks up) 
Yeah. 
LORNE 
Well, that'd be funny... you know, if it wasn't. 
ANGEL 
What? 
LORNE 
Real popular kids' show in the So-Cal regional market. It's in the 
right time slot. It's in the right demographic. 
ANGEL 
What's it called? 
LORNE 
(holds up the picture of the kid frozen in an eerie smile for Angel 
to see) 
"Smile Time".

Cut to:
7 INT. TELEVISION STUDIO HALLWAY - NIGHT 
On the set of KTCE, in a section marked "Closed Set. Absolutely NO 
VISITORS", Angel walks down the empty office hallway at night. He hears 
a squeaking noise, and a janitor pushes a wheeled trashcan around the corner. 
Angel doesn't move, and the janitor walks toward him without noticing him. 
Angel waves his hand in front of the man's face, but still no reaction. 
The janitor walks on past Angel.
Cut to:
8 INT. TELEVISION STUDIO OFFICES - NIGHT 
Angel walks into the "Smile Time" offices. The room is decorated 
with the show's logo of a smiling sunshine, plus cardboard cutouts of the 
puppets are placed around the room. Angel investigates a throbbing rumble 
coming from somewhere nearby. He looks around the room, following the noise 
until he sees a rattling file cabinet on one wall. He moves the cabinet 
out a bit, revealing a hole has been cut in the wall behind it. The rumbling 
noise is louder now, and Angel walks through the hole into the secret hall 
beyond it.
Cut to:
9 INT. TELEVISION STUDIO HIDDEN ROOM - NIGHT 
Angel flips on a buzzing light overhead, revealing a set of doors at the 
end of the hall labeled simply "Don't". The rumbling grows louder 
as Angel approaches the padlocked doors. He pulls the padlock off with ease, 
opens the doors, and walks into the hidden room. At the far end of the room, 
a man is sitting, hunched over resting his elbows on his knees wearing a 
towel over his head. The man is sitting underneath a large, metallic, egg-shaped, 
glowing thing. Angel walks up to the man, but the man doesn't get up or 
remove the towel from his head. Suddenly, the man's hands start twitching, 
and the man struggles to speak
MAN 
(weakly) 
You shouldn't... be here.
The rumbling sound gets louder and louder. Pan up to the large metal 
oval above the man. The oval slits open along its bottom curve, forming 
a bright, glowing smile-shaped opening. When the "smile" is 
fully formed, a jolt of power thrusts Angel across the room. He lands 
in some boxes that were stacked against the wall, and he gets covered 
by them. The metal oval object stops smiling, and the rumbling noise goes 
back to a dull roar. The boxes that covered Angel move a bit, and a puppet's 
hand reaches out from them. The puppet pulls itself up to reveal that 
it looks a lot like Angel (black hair that sticks straight up, wearing 
a black leather duster and the same outfit Angel was wearing before). 
The puppet Angel looks at his hands, confused.

 
PUPPET ANGEL 
Huh?

Fade to black.

ACT II:
10 INT. SCIENCE LAB - DAY 
Fred is working at her desk in front of the computer when her phone rings. 
She answers it on speakerphone.
FRED 
Practical science. 
ANGEL (O.S.) 
Uh, Fred... 
FRED 
Oh, hi, Angel. Listen, about the epidemic, it might not be mystical 
after all. 
ANGEL (O.S.) 
Do you think you could— 
FRED 
(interrupting) 
Knox found a systematic endocrine dysfunction common with all the 
children similar to the effects of an obscure rain-forest pathogen—
ANGEL (O.S.) 
Fred...
FRED 
(continues to talk over Angel) 
...So I put a call in to the C.D.C., And— 
ANGEL (O.S.) 
(shouting) 
Fred!  
(Fred stops talking, and Angel speaks in a softer voice, but still 
irritated) 
Believe me, it's mystical.

Cut to:
11 INT. ANGEL'S OFFICE - DAY 
Fred pokes her head into Angel's office. Angel is sitting in his chair, 
facing his back wall where he can't be seen from the doorway.
FRED 
Angel? You all right?  
(walks into the office, followed by Gunn and Wesley)
GUNN 
You sounded weird on the phone. 
WESLEY 
Yes. Is there a problem? 
PUPPET ANGEL 
Oh, there's a problem.  
(turns around in his office chair so that the gang can see him in 
puppet form)
GUNN 
(steps back) 
Whoa. 
WESLEY 
(looking carefully) 
Angel? Is that...you? 
FRED 
Oh, my God!  
(rushes to Angel's side) 
Angel, you're...  
(shrugs and smiles) 
cute! 
PUPPET ANGEL 
(turns away, holds his hand up) 
Fred, don't. 
FRED 
(bends over to inspect Angel's new form excitedly) 
Oh, but the little hands! And the hair...  
(scratches his head)
PUPPET ANGEL 
(snaps) 
Hey! You're fired.  
(Fred frowns)
LORNE 
(walks into the office) 
Sorry I am late, gang.  
(looks at Angel, chuckles) 
What's with the big... puppet?  
(Angel looks at his hands)
WESLEY 
Angel, what happened? 
PUPPET ANGEL 
I'm not sure. I went over to Smile Time last night, and I think their 
office is under some kind of spell. I could feel it trying to get 
at me. I—I shook it off, but then I met this guy with a towel 
over his head, and something exploded! I woke up like this. Ugh. 
WESLEY 
(everyone shifts uncomfortably) 
Clearly some sort of hex... or a—a powerful warding magic. 
LORNE 
(shrugs) 
Maybe it's some type of puppet cancer. 
PUPPET ANGEL 
(through gritted teeth) 
I do not have puppet cancer! Come on, guys. This is a serious situation. 
I'm a puppet, and there are children's lives at...  
(gasps as he glances at the clock) 
Hey, it's Smile Time!  
(hurries out of his chair toward the television set; tries to turn 
on the TV via remote control) 
Hmm...  
(grumbles as he fumbles with the buttons; beats the remote on the 
table petulantly) 
Stupid plastic piece of crap!  
(panting, notices everyone's staring at him) 
What? 
LORNE 
Well, Angel, it's OK.  
(takes the remote from Angel, turns on the TV program)
WESLEY 
This transformation may have altered your stress-response mechanism. 

PUPPET ANGEL 
What? 
GUNN 
He's saying that you have the proportionate excitability of a puppet 
your size. 
PUPPET DOG (on TV) 
Oh, hey there. 
PUPPET BOY (on TV) 
Hi. 
PUPPET DOG 
Aw. Looks like Polo has a case of the grumpies. 
PUPPET GIRL (on TV) 
Yeah, he sure does, Groofus. That mean old Mr. Fish-and-Chips said 
that Polo won't win the race tomorrow, no matter how hard he tries. 

PUPPET BOY / POLO 
Uh-huh, and I feel just awful. Well, what if Mr. Fish-and-Chips is 
right? 
PURPLE PUPPET (on TV) 
(makes a "toot toot" sound like a squeaky toy)
FRED 
(picks up the phone) 
Tracy, record the program that's running on channel 12 right now. 
Use everything. I'm gonna need a full-spectrum analysis.
As Angel watches the puppets on TV, he grows increasingly angrier, 
grunting and making fists.
PUPPETS 
(singing on TV) 
Self-esteem is for everybody  
Self-esteem is for everyone  
You can dream and be anybody  
But self-esteem is how you get it done.  
Self-esteem is how you get it... 
PUPPET ANGEL 
(angrily) 
Wes, put the special ops team on red alert. 
WESLEY 
(calmly questioning) 
Red alert? 
PUPPET ANGEL 
I want helicopters and tear gas. 
GUNN 
Angel— 
PUPPET ANGEL 
This is war! 
LORNE 
Angel, baby... Muppet, pumpkin, uh, this show is number one in its 
time slot. Tykes love it all across the Southland. We can't just toss 
a Jihad at their studio. 
PUPPET ANGEL 
(calmer now) 
Oh. Right. Lorne, who runs "Smile Time"? 
LORNE 
Oh, that's Gregor Framkin. Yeah, real rags to riches. Started out 
in a garage with a couple of used couches and a glue gun. He turned 
it into a puppet gold mine. 
PUPPET ANGEL 
Yeah, great. You and Gunn go over there and meet with Framkin. Put 
some pressure on him, see if he cracks. Let him know we're onto him. 
Fred, Wes, I need you to figure out what Framkin did to those kids... 
 
(frowns as he looks at his body) 
and what he's done to me. 
WESLEY 
Absolutely.
Everyone turns to leave Angel's office.
PUPPET ANGEL 
(sighs, calls after the others) 
Oh. Uh, guys? This, uh, condition of mine? It's classified until further 
notice, OK?  
(rubs his forehead; looks at the TV program again)
PUPPETS 
(singing on TV) 
We have ev-ery, everything we need  
Self-esteem is for everybody  
Self-esteem is for everyone  
You can dream and be anybody  
But self-esteem is how you get it done...
Angel walks back toward his desk, sighing heavily, when someone starts 
to open his door.
NINA 
Angel?
Angel gasps in fright, turns off the TV, throws the remote into the 
air as he takes a flying leap toward his desk, landing under his chair, 
and scrambling to hide under his desk.
NINA 
(opens the door fully and walks in, looking for Angel) 
Angel? 
PUPPET ANGEL 
(as he tries to hide under his desk, he makes a noise) 
Damn it! 
NINA 
(hearing the noise, approaches the desk hesitantly) 
You— Are you under your desk? 
PUPPET ANGEL 
No. I—  
(hangs his head) 
Yes. So was there something... 
NINA 
Well, I can see you're... busy. Listen, what I put out there last 
night... I don't know, if it was a problem, please— 
PUPPET ANGEL 
Nope. No problem. 
NINA 
Um... is there a reason why you won't look at me? 
PUPPET ANGEL 
'Cause I'm under my desk. 
NINA 
Angel— 
PUPPET ANGEL 
Nina, would you mind getting out of here? 
NINA 
All right. Sorry... I guess.  
(turns, walks out of the office)
PUPPET ANGEL 
(groans, climbs out from under his desk to sit in his chair) 
What a nightmare...
SPIKE 
(barges into the office) 
Hello, big guy! Need another car. Afraid this last one ended up in 
the drink...  
(stops in mid-thought when he sees puppet Angel sitting at the desk)
PUPPET ANGEL 
(anxiously) 
Spike... 
SPIKE 
(staring) 
Look at you. 
PUPPET ANGEL 
(gesturing with his hands) 
Just turn around and walk away. 
SPIKE 
(still staring) 
You're a— 
PUPPET ANGEL 
Spike! 
SPIKE 
(starts laughing uncontrollably) 
You're a bloody puppet!
Angel launches from his chair at Spike, knocking them through the 
office windows and into the lobby.

Cut to:
12 INT. LOBBY OF WOLFRAM & HART - DAY 
Angel attacks Spike, wringing his neck. They fight, rolling around on the 
floor, while Spike can't stop laughing at him.
SPIKE 
(laughs) 
You're a wee, little puppet man!  
(Angel punches Spike in the face) 
Ow!  
(laughs; Angel punches Spike in the face harder) 
Ow! Hey! That's enough.  
(pushes puppet Angel off of him, throwing him high into the air) 
(Angel lands on his feet, glaring at Spike) 
Angel, what the hell happened to you?  
(gets to his feet) 
You look ridiculous. 
PUPPET ANGEL 
Get out of here, Spike. 
HARMONY 
Oh, my God. Angel, you're a— 
PUPPET ANGEL 
(points at Harmony) 
Shut up!  
(looks around the lobby, realizes everyone's staring at him) 
What are you people looking at? Well?  
(the employees back off, frightened)
SPIKE 
(turns, smirks) 
They're looking at the wee, little puppet man.
Angel growls and leaps toward Spike again, biting his forearm this 
time. Spike groans in pain, trying to wriggle his arm free of Angel's 
grip. Spike bashes Angel into the wall near the elevator, but Angel holds 
on tightly to Spike's forearm. Spike steps back as he tries in vain to 
writhe free of Angel's grip, and they stumble into the elevator. They're 
still wrestling as the elevator doors close on them.  
PUPPET ANGEL 
(heard from inside the elevator) 
Stupid limey piece of crap! 
(a thud is heard, then the elevator doors open revealing Spike collapsed 
on the floor) 
(walks off the elevator and addresses the crowd of employees that 
gathered around the elevator) 
Yes, I'm a puppet. Doesn't mean you don't have work to do.  
(the crowd disperses; Spike stands and watches Angel walk back to 
his office) 
Harmony, get my call list. 
HARMONY 
(watches Angel, confused) 
Um...
Spike walks toward Harmony's desk.
PUPPET ANGEL 
And Spike needs a car. 
SPIKE 
(to Harmony) You heard the puppet.

Cut to:
13 INT. TELEVISION STUDIO OFFICES - DAY 
A woman escorts Gunn and Lorne into Framkin's office at the television studios. 
Framkin is wearing magnifying goggles and is bent over his workbench with 
a glue-gun creating puppets.
GUNN 
Mr. Framkin? 
FRAMKIN 
(looks up, smiles) 
Hi there.  
(takes his goggles off) 
Ah... excuse me for not getting up. Bit glued in at the moment.  
(chuckles)
GUNN 
Mr. Framkin, we've been tracking an epidemic that's affecting a great 
many— 
FRAMKIN 
Cocoa? 
GUNN 
What? 
FRAMKIN 
I could have some cocoa brought in. Extra yummy. Got those itty-bitty 
marshmallows? 
LORNE 
Ooh, those are good.  
(sees Gunn's not laughing, changes his tone to threatening) 
Listen, Santa, you can keep your tempting beverages to yourself. We're 
here from— 
FRAMKIN 
Wolfram & Hart. Yes. I've heard of it. And of you.  
(Lorne smiles) 
Made quite an impression in our little industry. So much accomplishment 
despite your unfortunate deformities. 
LORNE 
(frowns, offended) 
Deformi-whats? 
FRAMKIN 
We have a song here at smile time that reminds me of your courage 
and pluck. It's called, uh, "Courage and Pluck." Goes a 
little like this:  
(singing) 
Oh, courage and pluck courage and pluck—
GUNN  
OK, Framkin, enough. We're onto you, understand? We're gonna shut 
you down. 
FRAMKIN 
Oh, my. On what grounds? 
GUNN 
Well, for starters, violations of the provisions of section 5— 
 
(stutters) 
5... 6-8-C... set forth in chapter 15 of the children's...  
(frustrated) 
TV thing! You turned my boss into a frickin' puppet! 
FRAMKIN 
(calmly) 
I disagree. 
GUNN 
Yeah, but— you—you what? 
FRAMKIN 
And if your intent is to pressure me, extort money, do any of the 
things your firm is famous for, well, I'm afraid you're in for a fight. 

LORNE 
Yeah? Well, a fight suits us just fine, Papa Smurf. We're gonna let 
the entire world know what you're up to. 
FRAMKIN 
Up to? Gentlemen, I bring joy and laughter to children. You bring 
tax exemptions to nasty corporations, acquittals to the clearly guilty. 
Frankly, I doubt the world wants to hear from you. 
GUNN 
Come on, Lorne. We're through talking to this hump of garbage.  
(walks toward the door)
FRAMKIN 
(wags his finger disapprovingly) 
Uhp, no name-calling at smile time. 
LORNE 
(looks at Framkin on his way out the door) 
Bad person!  
(Lorne and Gunn exit)
FRAMKIN 
(waves) 
Bye-bye now.  
(singing the "Smile Time" melody)  
Bum bum bum bum bum buh bum bum bum bum bum bum bum bum bum bum buh 
bum bum bum...
Pan over to show Framkin's lower back has a hole in it. The puppet 
"Polo" has his hand in Framkin's back. When Polo pulls his hand 
out of Framkin's back with a slurping sound, Framkin collapses on the 
desk. Polo picks up the phone and dials it.
POLO PUPPET 
(to the phone) Get everybody in here. We got a problem.

Fade to black.

ACT III:
14 INT. TELEVISION STUDIO OFFICES - DAY 
Polo, who's got a cigarette tucked behind his left ear, pours whiskey from 
a Jack Daniels flask into his "Smile Time" logo coffee mug.
POLO PUPPET 
OK. Which one of you short-bus bastards turned the C.E.O. of Wolfram 
& Hart into a puppet? 
GROOFUS PUPPET 
Uh... 
PUPPET GIRL 
Well... 
PURPLE PUPPET 
(throws up his hands) 
(toot)
POLO PUPPET 
What do you mean, "it wasn't us"? 
PURPLE PUPPET 
(throws up his hands) 
(toot toot toot)
GROOFUS PUPPET 
Ratio's right, man. This Angel cat must've been the dude that broke 
into the "Don't" room last night. 
PURPLE PUPPET / RATIO 
(throws up his hands) 
(toot)
GROOFUS PUPPET 
That's what I'm sayin'. He messed with the nest egg. 
POLO PUPPET 
Stupid jackass! Might as well walk into a nuclear reactor and lick 
the core! I mean, anything could've happened to him! To us, to... 
 
(pounds his fist on the desk) 
You just don't mess around with the nest egg! 
PUPPET GIRL 
Well, maybe we should take the spell off a couple of our workers you 
know, so they could actually see an intruder? 
GROOFUS PUPPET 
Yeah. Damn zombies can't even work a camera! 
POLO PUPPET 
Doesn't matter. The nest egg's already got enough power in it to keep 
our cloaking spells up and running, make our connections with the 
kiddies, even turn this Angel guy into a puppet. 
PUPPET GIRL 
Which is definitely gonna bite us in the ass. 
POLO PUPPET 
Then we make sure our ass ain't there to bite. 
PUPPET GIRL 
Wha? 
POLO PUPPET 
Ratio has perfected our little system. 
RATIO PUPPET 
(waves) 
(toot)
POLO PUPPET 
Tomorrow we go on the air, and instead of draining one brat's life 
force at a time, we can take our whole demographic in one fell swoop. 

PUPPET GIRL 
(gasps)
RATIO PUPPET 
(throws up his hands) 
(toot)
GROOFUS PUPPET 
Yeah! So tomorrow's gonna be a pretty big show, huh? 
POLO PUPPET 
The biggest. 
GROOFUS PUPPET 
Cool. 'Cause I've been workin' on this great new song about the difference 
between analogy and metaphor?  
(Polo throws his coffee mug at Groofus, hitting him in the head) 
Man! 
POLO PUPPET 
Are you out of your mind?! 
GROOFUS PUPPET 
Well, we want it to be good, don't we? 
POLO PUPPET 
We eat babies' lives! 
GROOFUS PUPPET 
And uphold a certain standard of quality edu-tainment. 
POLO PUPPET 
(pounds his fist on the desk) 
Screw edu-tainment! The life force we're pulling out of these snotnose 
kids is 100% pure innocence, dickwad! You have any idea of the street 
value that carries down in hell? 
RATIO PUPPET 
(throws up his hands) 
(toot)
POLO PUPPET 
Damn right we're gonna be rich. Enough to build our very own Hades. 

GROOFUS PUPPET 
Well, I gotta admit I like the sound of that. 
PUPPET GIRL 
(nods) 
Mm-hmm. 
POLO PUPPET 
After tomorrow's harvest, we're gonna torch this craphole and blow 
town before the rafters fall. 
FRAMKIN 
(weakly) 
Please, let me... 
POLO PUPPET 
(thwacks Framkin on the arm) 
Someone say you could join in? 
FRAMKIN 
Let me die... 
PUPPET GIRL 
Oh!  
(laughs)
POLO PUPPET 
Are you sayin' you wanna talk to the hand? Oh, I think he does. Come 
on, fat boy. Why don't you talk to the hand!  
(shoves his hand into the puppet hole in Framkin's lower back)
FRAMKIN 
(sits upright, gasps in agony) 
Aah!
All laugh.
GROOFUS PUPPET 
Make him swallow his tongue again! 
PUPPET GIRL 
That was a good one! 
GROOFUS PUPPET 
Yeah!
The puppets all laugh while Polo tortures Framkin.

Cut to:
15 INT. BASEMENT - NIGHT 
Nina is standing alone in her cage, holding onto the bars as night falls. 
She sighs and turns around to take off her shirt, when she hears Angel's 
voice.
ANGEL (O.S.) 
Uh, Nina... 
NINA 
(stops taking off her shirt, turns to look for Angel) 
Angel? 
PUPPET ANGEL 
(hiding behind the door) 
Yeah, sort of. Uh, listen, I wanna apologize about the way I treated 
you this morning. 
NINA 
Look, Angel, I understand. 
PUPPET ANGEL 
Pretty sure you don't. 
NINA 
You've got this whole, complicated, important life going on, and... 
the last thing you need to deal with is a crush from monster girl, 
some charity case you were nice enough to— 
PUPPET ANGEL 
Nina...  
(breathes deeply and exhales; walks out from behind the door so Nina 
can see him)
NINA 
(realizes Angel's a puppet) 
Oh. 
PUPPET ANGEL 
I was turned into a puppet last night. 
NINA 
I, uh... Wow. Are you—are you OK? 
PUPPET ANGEL 
I'm made of felt...  
(pulls off his nose; speaks nasally) 
And my nose comes off.  
(puts his nose back on his face)
NINA 
I don't know what to say. 
PUPPET ANGEL 
(walks up to the cage, holds onto the bars) 
My people are workin' on the problem. I'm sure they'll fix it. Eventually. 
 
(sighs) 
I didn't meant to upset you this morning. I just didn't want anyone— 
Well, I didn't want you to see me this way. It's a little, uh, embarrassing, 
I guess. 
NINA 
I'd call it a little insane.  
(Angel hangs his head in shame) 
But... what do you care what people think, anyway?  
(Angel looks up at Nina, surprised) 
Angel... you're you, you know?  
(kneels to talk to Angel on eye-level) 
You're this— I mean, God, you're an actual hero, and, I don't 
know, this may sound cliché coming from an art-school chick, 
but... the vampire thing's kind of sexy. 
PUPPET ANGEL 
It all sounds good, but that's not how I feel. 
NINA 
I know. That's what I like about you. 
PUPPET ANGEL 
(Nina stands) 
I'm not very good at any of this.  
(sighs, looks away) 
I've spent so much time worrying about the past and the future and 
my very complicated life... it's been a while since I looked up and 
really saw what was going on around me. It's not my strong suit, you 
know? But I'm working on it. I'm paying better attention to— 
 
(a growling noise comes from the cage and a dog's paw grabs Angel, 
pulling him into the cage) 
Aah! Ohh!  
(tries to get away) 
No, Nina! Bad Nina! Yaah!  
(fabric rips; Angel groans)

Cut to:
16 INT. HALLWAY AT WOLFRAM & HART - NIGHT 
Lorne's walking toward his office when he hears a battered and torn Angel 
making his way toward him.
PUPPET ANGEL 
(trying to hold his stuffing in) 
Lorne... 
LORNE 
My little prince!  
(Angel groans and collapses; Lorne goes to his side) 
Ohh... what did they do to you?  
(picks up Angel in his arms)
PUPPET ANGEL 
Nina... tried to... eat me. 
LORNE 
(yells out) 
Medic!  
(to Angel) You're gonna make it, Angel. Just don't stop fighting. 
 
(yells out) 
Doctor! Is there a Geppetto in the house?!

Cut to:
17 INT. DOCTOR'S OFFICE - NIGHT 
In the same eerie doctor's office where Gunn first got his brain enhancement 
procedure performed, a doctor works on a patient. Electricity buzzes as 
he adds the finishing touches to the man's the man's eyes. The man puts 
on dark glasses as the doctor takes off his own protective goggles. There's 
a knock at the door, and Gunn walks into the room.
DOCTOR 
(checking the patient's eyes) 
Good, good.  
(to Gunn) With you in a minute.  
(to the patient) So I want you to keep those glasses on for a full 
week, give those fancy new retinas time to adjust.  
(the patient stands and walks to the exit; the doctor calls out after 
him) 
Then I get to see you in 14 days.  
(to Gunn) X-ray vision.  
(makes air quotes) 
Very now. 
GUNN 
Something's wrong with the implant you gave me. 
DOCTOR 
Well, I doubt that— Gunn, isn't it? But let's take a look.  
(humming, grabs an instrument and looks through it into Gunn's eyes) 
Ah. The imprint is fading. Don't blink. Your neural path modification 
has almost completely reverted. 
GUNN 
I'm losing it. The law, the languages, the strategy. 
DOCTOR 
Oh, acute "Flowers for Algernon" syndrome.  
(chuckles) 
It must be sheer torture. 
GUNN 
Well, fix it! Put it back.  
(sits in the doctor's chair)
DOCTOR 
Well, no offense, counselor, but your insurance plan wouldn't cover 
what I charge to wash my hands.  
(Gunn rolls his eyes) 
You were given that upgrade 'cause the senior partners wanted you 
to have it, and if you're, uh, losing it, well, they wanted that, 
too. 
GUNN 
Why would they do that? 
DOCTOR 
(laughs) 
You never know with them. 
GUNN 
I can't lose this. This power, these skills, they've—they've 
changed me, given me... 
DOCTOR 
Meaning? And to have it taken away, it's... heartbreaking.  
(shakes his head sympathetically) 
Though I do think Cliff Robertson captured the poignance of it more 
elegantly. 
GUNN 
(stands, angry) 
I'm not going back to who I was. 
DOCTOR 
Well, maybe, maybe not.  
(walks away to a computer) 
See, I, uh... always have a few things going on the side. Currently, 
I have a lot of capital sunk into a shipment that's being held up 
at customs. 
GUNN 
Drugs? 
DOCTOR 
(chuckles) 
Goodness, no. I make my own drugs. No, just an ancient curio, a collectible 
I hope to turn a profit on.  
(turns back to face Gunn) 
If I was to give you the permanent upgrade, I'd say that, uh, you'd 
be more than able to cut through all of my red-tape problems. 
GUNN 
I don't make deals with people like you. 
DOCTOR 
And believe me, Charles, I don't make deals with people like you. 
Not the person you really are, the ignorant street muscle...the high-school 
dropout... I would, however, love to make a deal with Charles Gunn, 
Attorney at Law.

Cut to:
18 INT. SCIENCE LAB - NIGHT 
The "Smile Time" program is playing on a TV screen. 
POLO PUPPET (on TV) 
And now it's time for action math news with your action math experts, 
Ratio Hornblower aaaaand Groofus! 
RATIO HORNBLOWER PUPPET (on TV) 
(toot toot tooot)
GROOFUS PUPPET (on TV) 
Thank you, Polo. Our top story this morning... 2 plus 2 is 4! And 
in related news, 4 plus 4...is 8!
Pan back to show Fred and Wesley are watching the show in the lab.
WESLEY 
It could be the lack of sleep talking, but... I'm really starting 
to like this show. 
FRED 
(giggles) 
I know what you mean. What time is it? 
KNOX 
(walks in with two coffees; hands one to Fred and keeps the other 
for himself) 
4 A.M. And counting.  
(Wesley looks at Knox's coffee) 
Oh! I'm sorry. Did you want—  
(holds out the coffee to Wes)
WESLEY 
That's all right. 
KNOX 
'Cause I could— 
WESLEY 
No. Really.  
(turns back to the TV) 
All right... what are we missing? 
FRED 
(turns back to the computer hooked up to the TV) 
I guess we should go back and comb through the signal spread, check 
all the tracks again. 
KNOX 
Ecch. Again. What's up with you two? The tracks are clear. We ran 
it through every filter we've got. 
WESLEY 
That's not how magic works, Knox. 
KNOX 
Really...Merlin? Then how does magic work? 
FRED 
(turns to Knox, smiling) 
You know what? I think we can handle it from here. You should go home, 
Knox. Get some rest. 
KNOX 
Oh, no. I don't want to abandon ship. 
FRED 
That's OK. Somebody's got to be awake enough to run the lab tomorrow. 
Seriously, go home. 
KNOX 
(nods) 
OK. 
GROOFUS PUPPET (on TV) 
(singing) 
Just a little bit of math in everything...
FRED 
(giggles) 
I love this one.  
(offers her coffee to Wesley; he takes it)
Knox watches Wesley with Fred, then walks out hanging his head.
GROOFUS PUPPET (on TV) 
(singing) 
...From the number of your toes  
to the arc of a swing  
and even in the length of a yo-yo string  
there's a little bit of math in everything  
one plus one is two  
and two plus two is four... 
WESLEY 
(looks over his shoulder to see that Knox has left) 
So... how's it going with you and Knox? I know you were starting to— 

FRED 
Started and stopped, actually. 
WESLEY 
Really?  
(hands the coffee back to Fred)
FRED 
(blushing) 
Yeah. We went out a few times, but... I don't know. 
WESLEY 
(turns down volume on the TV) 
So...you stopped it. 
FRED 
Yeah. He—he's nice enough, but... I think he's been working here 
too long. Plus, he doesn't make me laugh at all. I mean, he tries, 
but... 
WESLEY 
I see.  
(turns back to face the TV) 
You're looking for someone funny.  
(typing)
FRED 
(reading Wes's body language, realizes he took her meaning wrong) 
A...certain kind of funny. Yeah. But...I'm not really looking for 
so much as looking at— 
WESLEY 
(notices something on the TV program) 
Hang on. Go back a second. There's something different. Maybe if we 
bring up... the volume.
Fred rewinds the tape. When Wesley turns the volume back on, the image 
on the show changes. On mute, Polo has his hands pressed against the screen, 
but with volume, Polo is singing with the other puppets. Wes and Fred 
are seeing the same effect the boy Tommy saw at the beginning of the episode.
GROOFUS PUPPET (on TV) 
(singing) 
To the arc of a swing and even in the length... 
FRED 
(Wes mutes volume, and Polo's hands are on the screen again) 
Polo isn't singing with the rest of them. It looks like he's talking 
to the audience. 
WESLEY 
(turns the volume on and then mutes it again) 
Yes. When the song is playing, it acts as a sort of cloaking spell 
allowing Framkin to address his target without being seen by the rest 
of his viewers. 
FRED 
So that's how he's been hiding it. 
WESLEY 
No. That's how he was hiding it.

Cut to:
19 INT. ANGEL'S OFFICE - DAY 
Angel is sitting at his desk using a needle and thread to sew up his torn 
jacket.
ANGEL PUPPET 
(pulls the thread through the fabric, grunts) 
Stupid fingers.  
(pulls the thread, breaking it) 
Stupid string!  
(puts down the needle, groans)
Wesley and Fred walk into Angel's office. Angel looks up at them.
WESLEY 
It's all in the broadcast— Some very nuanced magic, but we found 
it, finally. 
FRED 
(notices claw marks across Angel's face) 
Angel...what happened? 
ANGEL PUPPET 
Uh...nothing. It's not important. D-doesn't matter. Go on. 
FRED 
It's a hidden carrier wave masked by a spell that turns the TV into 
a 2-way conduit with direct access to the viewer. 
WESLEY 
That's how he's been draining energy from the children, and judging 
from the strength of yesterday's signal... 
FRED 
Framkin's ready to take out the whole audience. 
WESLEY 
The object you described in that secret room is most likely a repository 
for the children's life force. We'll have to break the binding magic 
on it. 
FRED 
Which should free those children and... reverse your puppet problem. 

ANGEL PUPPET 
(upon hearing these words, Angel gasps and rushes to hug Fred with 
overenthusiastic gratitude) 
I love you guys.  
(Fred smiles, not really knowing how to take it; Angel gathers himself 
together and steps back) 
Oh... we'd better get moving. Framkin knows we're onto him. If he's 
ready to zap his whole audience, he'll pull the trigger today for 
sure. 
GUNN 
(walks into the office confidently) 
Not him. Them. 
ANGEL PUPPET 
Gunn. 
GUNN 
Framkin's not doing this. It's the puppets. They're demons. The show 
is possessed. "Smile Time"'s ratings hit an all-time low 
last year. Framkin made a deal with some devils to bring it back to 
number one. 
WESLEY 
You sure of that? 
GUNN 
Dead sure. Every contract signed with the lower planes is filed in 
the Library of Demonic Congress. You just gotta know where to look. 
Pretty tricky legalese, too. Framkin must have missed some of the 
fine print. 
ANGEL PUPPET 
(pacing) 
Which allowed them to take over everything. 
GUNN 
Including Framkin. These particular devils have a fairly distinctive 
M.O. 
FRED 
They've done this before? 
GUNN 
You see the last few seasons of "Happy Days"? Point is—you 
wanna take out "Smile Time", take out the puppets. 
ANGEL PUPPET 
(walks back to his desk) 
Well, then...  
(takes a sword off the wall, removes it from its scabbard) 
Let's take out some puppets.

Cut to:
20 INT. LOBBY OF WOLFRAM & HART - DAY 
Fred opens the double-doors leading from Angel's office to the lobby. Gunn 
and Wesley flank her as they walk out toward their mission. Pan down to 
show puppet Angel is leading the way, carrying his sword behind his head, 
parallel to his shoulders. 
Fade to black.

ACT IV:
21 INT. LITTLE GIRL'S ROOM - DAY 
A little girl is sitting on her bean-bag chair beside her doll house watching 
TV in her room.
PUPPETS 
(singing on TV) 
In our secret backyard  
we can make your day more fun and less hard  
no more frowning, let's get learning  
ABC's and 123's 
everything from words to weather 
POLO PUPPET 
(talking to the audience while the other puppets continue to sing 
in the background) 
Hi there! 
LITTLE GIRL 
Hi!
POLO PUPPET 
Listen, kids. Today is gonna be an extra-special best show ever! But 
only if everyone at home can give us a hand. Now get up... and come 
over here.  
(the little girl stands and approaches the TV) 
That's it, everyone. Just keep your hands right there.  
(the girl puts her hands on the TV) 
Oh! Ohh... let it go! Let it all go!  
(the girl is starting to look ill and pale as Tommy did when he touched 
the TV) 
After all, it's Smile Time! 
ANGEL PUPPET (O.S.) 
No, it' not...

Cut to:
22 INT. TELEVISION STUDIO SET - DAY 
The puppet Polo turns away from the camera to see Angel standing on the 
set behind him carrying a sword.
ANGEL PUPPET 
...it's time to kick your ass all the way back to hell! 
POLO PUPPET 
You!
Angel swings his sword and lets out a primal yell as he leaps toward 
Polo. Angel swings the sword at Polo, but misses. Polo punches Angel. 
The TV show staff act as if they can't see what's going on around them. 
They are clearly still under some sort of spell.
GROOFUS PUPPET 
(to Angel) Hey, man! You're ruinin' the show!
Someone else swings a sword, cutting off Groofus's head. 
RATIO HORNBLOWER PUPPET 
(pops out of his box to see what happened) 
(toot) 
(goes back into the box to hide)
GUNN 
(holding a sword, looks at Groofus's dismembered puppet body) 
We're workin' on it.
Polo is beating up on Angel and knocks the sword from Angel's grip. 
Polo punches Angel into the dog house. 
GUNN 
Angel! 
POLO PUPPET 
(sees Gunn on the set) 
Aah!  
(to the other puppets) It's a full-scale attack!  
(sees Ratio standing out by the cameras holding a clipboard) 
Ratio—the nest egg!  
(Angel grabs Polo and pulls him into the dog house) 
Gah! 
RATIO HORNBLOWER PUPPET 
(sees Angel grab Polo, throws up his hands in fright) 
(toot) 
(runs away from the set) 
(toot toot toot)

Cut to:
23 INT. TELEVISION STUDIO SECRET ROOM - DAY 
Fred and Wesley enter the "Don't" room. Wes is carrying a satchel 
over his shoulder.
WESLEY 
(hands the bag to Fred) 
Fred.  
(begins reading from a scroll) 
"Aperi, rumpe, solve, reveni. Aperi, rumpe, solve, reveni—" 
 
(the nest egg starts rumbling and begins opening its glowy smile) 
Don't look at it, Fred.  
(Fred looks at her feet) 
"Refer quod furatum—"
The large purple puppet Ratio Hornblower grabs Wesley around the neck, 
choking him and pulling him away from the nest egg. Wes drops the scroll.
FRED 
Wes! 
WESLEY 
(straining) 
No, Fred. Keep reading!
Fred turns to grab the scroll off the ground.

Cut to:
24 INT. TELEVISION STUDIO SET - DAY 
The puppets Angel and Polo are still fighting inside the dog house. Angel 
throws Polo out, and Gunn is standing by with a battle-axe.
GUNN 
Got him!  
(starts to swing the battle-axe at Polo, but the puppet girl jumps 
him)
PUPPET GIRL 
(grabbing Gunn around the neck) 
Aah!
The puppet girl turns out to be a formidable foe; she tries to break 
Gunn's neck, but ends up spinning them off of the stage. They fall to 
the ground, and the puppet girl lets go of Gunn. When he tries to sit 
up, she jumps him from out of the blue, landing on top of Gunn's chest. 

PUPPET GIRL 
(reaching for Gunn's eyes) 
Gimme those pretty eyes!  
(Gunn struggles to get her off of him)

Cut to:
25 INT. LITTLE GIRL'S ROOM - DAY 
The little girl is still standing in front of the TV screen, touching it 
and growing weaker and more ill. Her TV is showing Gunn battle with the 
puppet girl. Gunn struggles to get the puppet away from his neck, and he 
smashes her into the TV camera. She falls to the ground with a groan.
Cut to:
26 INT. TELEVISION STUDIO SECRET ROOM - DAY 
As the nest egg's smile widens, Fred continues reading from the scroll. 
Wes is still struggling with the purple puppet Ratio in the background.
FRED 
"...Solve, reveni, aperi, rumpe... solve, reveni..."  
(sees the puppet throw Wes into the wall, but continues reading) 
"fractae, omnia vin—"
Extremely concerned about Wesley, Fred looks over her shoulder again 
to see the puppet coming at Wesley with a fire extinguisher. Fred puts 
down the scroll. Before the puppet can hit Wes over the head with the 
fire extinguisher, a gunshot goes off. The puppet drops the fire extinguisher 
to the ground and stumbles back. It's shot again, in the eye this time, 
and makes a squeaking noise as it stumbles backwards. Pan over to show 
Fred has shot the puppet. Wes looks at her in grateful admiration. Fred 
smiles and blushes and puts the gun away as she heads back to finish reading 
the scroll.

Cut to:
27 INT. TELEVISION STUDIO SET - DAY 
Angel and Polo puppets are still fighting. 
POLO PUPPET 
I'm gonna tear you a new puppet hole, bitch!  
(punches Angel; Angel overpowers him, pushes him to the ground and 
starts choking him) 
(gasps) 
So... you got a little demon in you. 
ANGEL PUPPET 
I got a lot of demon in me.  
(his forehead goes all bumpy and his fangs descend) 
(Polo gasps in fright) 
Now, come on!
Angel grabs Polo and throws him into the treehouse, breaking the wood 
railing. Polo falls on the wooden splinters and falls limp.

Cut to:
28 INT. TELEVISION STUDIO SECRET ROOM - DAY 
Wesley fights with the purple puppet while Fred finishes reading from the 
scroll.
FRED 
"Omnia incantamenta fracta. Omnia incantamenta fracta."

Wesley pushes the puppet against the wall and breaks off his horn. 
The puppet lets out a terrible deflating squeaking sound from where his 
horn used to be attached. The puppet's stuffing is coming out of him, 
showering Wesley with its guts. The puppet collapses. 

Cut to:
29 INT. LITTLE GIRL'S ROOM - DAY 
The little girl is still touching her TV screen losing her life force.
Cut to:
30 INT. TELEVISION STUDIO SET - DAY 
Angel returns to normal face and glares at the puppet Polo as it hangs in 
the treehouse railing. Angel straightens his collar and jacket, and turns 
to face the cameras.
ANGEL PUPPET 
Gunn? 
GUNN 
(holding the puppet girl's dismembered arms) 
Think I'm good.

Cut to:
31 INT. TELEVISION STUDIO SECRET ROOM - DAY 
Fred completes the scroll reading as Wes goes to her side.
FRED 
"...Fracta. Aperi, rumpe, solve, reveni."
The smiling nest egg glows brightly and begins to crack. As the glowing 
gets brighter, the egg explodes, showering the room with bright light. 
Wes and Fred turn away from the force of the explosion.

Cut to:
32 INT. LITTLE GIRL'S ROOM - DAY 
The little girl is thrust back from the television into her bean-bag chair. 
She catches her breath and looks normal and healthy again.
GIRL'S MOM (O.S.) 
Anna, what's going on in there?
LITTLE GIRL 
Nothing. Just watching TV.

Cut to:
33 INT. BASEMENT - DAY 
Nina is in human form again, lying naked in her cage amidst pieces of torn 
fabric. She wakes, disoriented, and looks around her. She pulls lint off 
of her lips. 
NINA 
Oh, my God. I ate him.
There is a knocking at the door. She reaches for a nearby silk robe.
PUPPET ANGEL (O.S.) 
(from outside the door) 
Hey, uh, you decent? 
NINA 
(finishes putting on the robe) 
Angel. Oh, thank God. Hold on one second.  
(ties the robe) 
OK.  
(Angel walks into the room) 
Wow. Sorry. Takes getting used to. 
PUPPET ANGEL 
Ha. Tell me about it. Wes and Fred say my condition's improving, though. 

NINA 
So you're gonna change back? 
PUPPET ANGEL 
Yeah. 2, 3 days tops. Ahem...uh... anyway...  
(opens the cage door) 
What are you doing for breakfast? 
NINA 
(laughs) 
What do puppets eat? 
PUPPET ANGEL 
Let's find out.
Angel offers Nina his hand, and she takes it. They walk out of the 
room together, hand in hand.

Cut to:
34 INT. WESLEY'S OFFICE - DAY 
Wesley is standing at his desk, organizing books and papers when Fred walks 
into his office.
FRED 
I just got off the phone. Looks like the kids are coming out of their 
stasis. 
WESLEY 
Oh...good. I think we did some excellent work back there. 
FRED 
(smiling broadly) 
I think you're right. 
WESLEY 
And now...  
(grabs his coat)
FRED 
And now... 
WESLEY 
We'd better get some rest. No telling when the next crisis will strike. 
 
(starts to walk toward the door)
FRED 
(steps in front of him, cutting him off; looks at him nervously) 
You're just gonna go, aren't you? 
WESLEY 
Fred— 
FRED 
(searching his expression) 
Haven't you been... sensing anything lately... about me... coming 
from me? Uh... didn't occur to you that... something might have changed? 
That—I'm looking at you in a different— Oh, screw it.  
(puts her hands on either side of his face and kisses him on the lips) 
(steps back, looks in his eyes)
WESLEY 
Um... 
FRED 
That was a signal. OK? Is that... clear enough for you? 
WESLEY 
(drops his blazer, looks into her eyes and smiles) 
Not even close.  
(kisses Fred more passionately; they put their arms around each other)
PUPPETS (V.O.) 
(singing) 
Self-esteem is for everybody  
self-esteem is for everyone  
you can dream and be anybody,  
but self-esteem is how you get it done

Fade to black.