PROLOGUE:
1 INT. SECRET CHAMBER - NIGHT 
A man is grunting in a dark room. Zoom in to show he's kneeling, wearing 
a bag over his head, and being beaten with sticks by a half-dozen robed 
men. There is a roaring fire in the doorway in front of the man. Angel watches 
this from the other side of the fire, pacing, before he decides to jump 
through the fire into the room with the man. As soon as Angel shows up, 
the man's attackers back away. Angel goes to the man, helps him to his feet, 
and removes the bag from the man's head. Bloodied and weak, with his hands 
still tied behind his back, the man looks up at Angel's face, and speaks.
MAN 
(whispers)  
Thank you. Thank you.

Holding on to the man's shoulders, Angel stares back at the man, then 
changes into vampire face. Angel leans in and bites the man's throat.

Fade to black.
Opening credits.

ACT I:
2 INT. ANGEL'S APARTMENT - DAY 
TITLE: 19 HOURS EARLIER 
Angel is lying naked in bed, staring at the ceiling. A blonde woman cuddles 
up close to him. 
ANGEL 
Hey. 
NINA 
(sighs, wraps her arm across his chest)  
OK. Where did you learn how to do that? 
ANGEL 
Which part? 
NINA 
Doesn't matter. How are you? 
ANGEL 
I'm good. 
NINA 
(leans up) 
You're not perfectly happy, are you? 'Cause I've got my wooden stake 
right here.  
(reaches over into her nightstand drawer) 
Oh, that's not a stake.  
(continues looking) 
I know I brought it— 
ANGEL 
You're safe. 
NINA 
(leans back over his chest) 
OK. And you? Good? You weren't thinking about your little Roman friend, 
or— 
ANGEL 
Nina, for the last...  
(picks up his wristwatch from the nightstand, looks at it) 
whoa. 
NINA 
Wowee. 
ANGEL 
For the last... very long moment I haven't had a single coherent thought. 

NINA 
(beaming) 
I'm gonna take that as a compliment. 
ANGEL 
You really should. 
NINA 
But now, the brow is back. If she's not on your mind, then... 
ANGEL 
Oh, there's—there's a lot more than usual going on. 
NINA 
Work? 
ANGEL 
Always. 
NINA 
(rolls over, lies beside him, facing the ceiling) 
You should get away. Vacation? You know that word? Go to Cabo, drink 
margaritas, midnight skinny-dipping, making love on the beach.  
(rolls over to look into his eyes) 
Did you catch how I subtly included myself in your vacation package? 

ANGEL 
Nina... 
NINA 
Too pushy, too needy, I never even said it. You should make love on 
the beach all by yourself. 
ANGEL 
It would be wonderful. I mean it. 
NINA 
But... 
ANGEL 
(sighs)  
There are— There are things that I have to do. Things that I've 
already set in motion that, uh... 
(sighs, sits up)  
I know I've spent years fighting to get somewhere... to accomplish 
something... and now that I'm close to it... I don't like what I see, 
what I am. 
NINA 
You're a hero. 
ANGEL 
(softly)  
Oh, that word. 
NINA 
You're my hero. 
ANGEL 
I may not always be. 

Cut to:
3 INT. HALLWAY AT WOLFRAM & HART - DAY 
Illyria walks down the hallway, and no one so much as looks at her as she 
passes. As she continues down the hall, Spike addresses her while waiting 
outside an office.
SPIKE 
Like you're not even there. World trembled before your feet once. 
Now... padding around a place you don't want to be in, and the rabble 
don't even give you so much as a polite yawn. 
ILLYRIA 
Do not presume I require any creature's attention. 
SPIKE 
Wouldn't dream of it, Blue. Still...you can't enjoy haunting this 
place. Less than what you were, not knowing what to do with yourself. 
Believe me, I've been there. 
ILLYRIA 
And what do you know of it? 
SPIKE 
Long and fascinating tale. Ghost story, in fact. Short of it is... 
take my advice. Get out once in a while. Before you go bats. 
ILLYRIA 
Out?
SPIKE 
Out. Outside. That place just on the other side of the window. 
ILLYRIA 
(turns to walk away) 
I've grown wary of this world since my powers were depleted. Strange... 
though I've been made more human, this place remains disconcerting. 

SPIKE 
(following her) 
Yeah, well, I'm afraid that never goes away. Anyhow, I thought Wesley 
was giving you a primer on all things human. 
ILLYRIA 
He and I are no longer having intercourse. 
SPIKE 
Y-ah. You wh-what? 
ILLYRIA 
He has ceased communication with me. 
SPIKE 
Oh! Oh. Communi— 
ILLYRIA 
My recent reversion to the Burkle persona disturbed him. And he will 
not tell me why. 
SPIKE 
You don't know? You may not think you're as powerful as you were, 
Highness, but looking like Fred, for some of us... it's the most devastating 
power you have. 

Cut to:
4 INT. LOBBY AT WOLFRAM & HART - DAY 
Angel and Gunn walk out of Angel's office into the lobby where Hamilton 
is escorting a business woman.
HAMILTON 
Ah! There's the man himself. Angel, I'd like you to meet Senator Brucker. 

ANGEL 
(shaking her hand) 
Senator, welcome to Wolfram & Hart. 
HAMILTON 
Oh, I go way back with this firm, back when Holland Manners was in 
charge. 
GUNN 
I think you'll find things have changed a bit since then. Charles 
Gunn.  
(shakes her hand)
HAMILTON 
Head of our legal department. 
SENATOR 
(introducing a well-dressed man standing beside her) 
Oh. And this is Ernesto. My personal— 
ANGEL 
Vampire. 
SENATOR 
(somewhat taken aback) 
Aide. I always forget your kind can sense each other. Well, I believe 
in diversity on my staff.  
(points smugly) 
It was a big part of my campaign. 
GUNN 
How commendable. 
ANGEL 
Harmony, you mind getting us some coffee? 
HARMONY 
Coming up. 
SENATOR 
Oh, thank you, no. No coffee. But if it isn't any trouble, I think 
Ernesto might like some blood. 
ERNESTO 
Virgin, if you have it. Room temperature's fine. 
HARMONY 
Sorry. We have a no human blood policy. I can offer you something 
in a rodent. We have some fruity, unassuming vole— 
HAMILTON 
Oh, I think we could make an exception to our policy this time for 
the senator. Couldn't we, Angel? 
ANGEL 
Harmony, the lab might have something in the blood bank. Why don't 
you go check it out? 

Gunn glares at Angel. Angel winks at Hamilton, who shows a nod of 
approval.
 
HARMONY 
OK. You're the boss, boss.  
(starts walking away, but stops and turns to Angel) 
Could I maybe just have a teeny, weeny— 
ANGEL 
No. 
HARMONY 
Just thought I'd ask.  
(leaves)
HAMILTON 
Well, senator, if there's anything you need, please call on me. Rest 
assured. You're in good hands.  
(smiles, leaves)
ANGEL 
Shall we? 

The senator and Ernesto walk with Angel toward his office when Wesley 
goes up to Angel carrying a file folder. 
 
WESLEY 
Angel. There's been another fatality in Funville. 
ANGEL 
What? 
WESLEY 
That abandoned amusement park downtown? Third victim in as many nights. 
Teeth marks strongly indicate a Boretz demon. 

Illyria and Spike are in the lobby now and walk up to Wesley and Angel.

SPIKE 
Oh, bloody Boretz. Nasty buggers. Stink to high heaven. Dress as transients 
to prey on the homeless, poor sods. 

Illyria, staying a few steps back, stares at Wesley.

WESLEY 
(to Angel) 
This last victim was a teenage girl. A runaway. She was ripped apart. 

ANGEL 
(shrugs) 
Well, there's not much we can do about it now, huh?  
(turns back toward his office)
WESLEY 
(steps closer to Angel, an urgent tone in his voice) 
Angel, we need to find this demon and destroy it before— 
ANGEL 
Somebody else dies? Yeah. I know, Wes. People are dying every day 
all over. This girl is just one more statistic. 
WESLEY 
Stacey.  
(looks down) 
The statistic's name was Stacey Bluth.  
(holds out a printout)
ANGEL 
(takes the printout, peruses it) 
Well, you know, we can't save everybody, and we can't sweat the small 
stuff.  
(hands the printout back to Wesley, turns to go into his office)
WESLEY 
Small? 
ANGEL 
Wes, I got a United States senator waiting for me, so just find out 
whatever you can about this Boretz thing and we'll talk later, OK? 
 
(walks away)
WESLEY 
(looks at his file) 
Small stuff? 
SPIKE 
Listen, you need some Boretz killing done, I'll have a go. I haven't 
had a decent tussle since the blue meanie and I stopped sparring. 

Illyria looks at Spike and Wesley, proudly.

WESLEY 
Yes. All right. Call me if you find anything. I'll be in my office 
learning what I can.  
(walks away)
ILLYRIA 
He showed no regard for my presence. 
SPIKE 
Not that you require any creature's attention.  
(Illyria glares) 
Hey, wanna go find something to hit? 

Cut to:
5 INT. ANGEL'S OFFICE - DAY 
In Angel's office, Angel, Gunn, the Senator and Ernesto watch a video.

TV ANNOUNCER (V.O.) 
A Gulf War veteran and Bronze Star recipient, Mike Conley believes 
ethics and integrity matter... finding solutions to problems in 
our educational system, health and childcare services, and Mike 
Conley believes in work... and in home. Your home is his work. 
He's looking out for your children's interests.

The video is a patriotic and warm-fuzzy advertisement 
for Mike Conley for U.S. Senate. It's a montage of evocative scenes: 
soldiers marching in formation, a man preparing to fly a jet, 
soldiers hugging each other, a man standing in his back yard looking 
skyward, jets flying over in formation, an American flag waving, 
the man standing in his back yard is there with his wife, children, 
and dog, the wife and daughter are playing Frisbee, the man's 
son runs to hug him.

SENATOR 
(presses the "stop" button on the video remote and throws 
the remote on the table in disgust) 
There. So you can see my concern. 
ERNESTO 
This Conley campaign's a juggernaut. Guy came out of nowhere with 
his... "Your home is his work" crap. Women voters are eating 
it up. 
SENATOR 
And they were mine. I had a lock on the chick vote. And now my numbers 
are slipping. I didn't claw my way up from hell and get installed 
in a human body just to have some pedophile steal my senate seat. 

GUNN 
Wait—he's a pedophile? 
SENATOR 
Not yet. But the public better think he is when you guys get through. 

GUNN 
(angrily) 
Pardon me? 
SENATOR 
Hell, convince Conley he is. You've got some sort of brainwashing 
capabilities here, don't you? What's that doctor's name? 
ERNESTO 
Sparrow. 
SENATOR 
That's the one. This sounds right up his alley. 
GUNN 
Yeah, well, it's not up ours.  
(the senator turns to look at Gunn, who is leaning forward, impassioned) 
Look, I don't care what kind of services you were used to getting 
with this firm, but Holland Manners doesn't live here anymore. We're 
not about to ruin a man's life and reputation just so you can— 
ANGEL 
We can do it. 
GUNN 
What? 
ANGEL 
(to the senator, ignoring Gunn) 
Not sure how long a reconditioning like that would take. 
ERNESTO 
The election's in November. 
GUNN 
You're not seriously considering— 
SENATOR 
Angel, you just made yourself a very loyal ally in Washington. 
GUNN 
(stands, incensed) 
Angel, we need to talk. 
ANGEL 
(blowing him off) 
I'm with the senator now, Gunn. 

Cut to:
6 INT. WESLEY'S OFFICE - DAY 
Wesley is in his office, holding a large book and speaking to it.
WESLEY 
"Boretz demons: Classifications and case histories."  
(puts the book on his desk, opens it; it fills with dense text)

As Wesley sits at his desk to read the text, the left page blanks 
out and shows a new, larger text: "YOU'RE LOOKING IN THE WRONG PLACE."

WESLEY 
What am I looking— 

The right page of the book then blanks out, now showing a new symbol: 
a circle with 8 spurs sticking out, evenly spaced around it. Wesley sits 
up straight, staring at the pages when Gunn walks in. 

GUNN 
We got a serious problem. It's Angel. He's— 
WESLEY 
(looks up at Gunn) 
Hold on.  
(looks back at the pages, but they are back to the dense text from 
before and the message has disappeared).
GUNN 
Wes? 

Cut to:
7 INT. RACQUETBALL COURT - DAY 
Dressed in a black t-shirt, black gym pants, a black headband and wristbands, 
Angel is playing racquetball against Izzy the red devil, who is all dressed 
in white. They hit the ball back and forth until one gets by Izzy.
IZZY 
Ah! Hell. Nice one. Did I tell ya... ran into Ed the other day? 
ANGEL 
Ed? 
IZZY 
The Grand Potentate whatcha-whosit of the Fell Brethren? 
ANGEL 
Right. How is Ed? 
IZZY 
You know the Fells. All they can talk about is the baby. The baby's 
doing this now. The baby's doing that. What a wonderful ritual sacrifice 
he'll make. Yak, yak, yak. Anyway, couldn't say enough nice things 
about you. 
ANGEL 
Great. 
IZZY 
You're really comin' through, big guy. There's a real buzz about you. 

ANGEL 
So how much longer do I have to wait for an answer? 
IZZY 
Hey, these things take time. Trust me. Won't be long now. 

Angel serves the ball and they begin playing again.

Cut to:
8 EXT. FUNVILLE AMUSEMENT PARK - NIGHT 
Spike and Illyria walk through an abandoned amusement park at night.
SPIKE 
See? This isn't so bad now. Little field trip out in the... well, 
what passes in this city for fresh air. All we need now is to bag 
ourselves a Boretz demon, we got ourselves a perfect date. 
ILLYRIA 
Angel does not think the casualties of this creature are important 
enough to avenge. 
SPIKE 
Yeah. I think corporate living's made him lose his love for the hunt. 
No worries. More for me then. 
ILLYRIA 
It does not serve his interest. 
SPIKE 
What are you on about? 
ILLYRIA 
I've seen this before with many rulers. Your leader has been corrupted. 

SPIKE 
(they stop walking) 
Hey, hang on. In the first place, Angel's not my leader. In the second, 
what the bloody hell do you mean corrupted? 
ILLYRIA 
It always begins the same. A ruler turns a blind eye to the dealings 
of battles from which he cannot gain... and a deaf ear to the counsel 
of those closest to him. As his strength increases, so does the separation 
between he and his follow— 
SPIKE 
Shh.  
(looks around) 
You smell that? 
ILLYRIA 
(looks around) 
The odors of everything in this world of men are equally repugnant 
to me. 
SPIKE 
Bloody helpful.  
(they continue walking) 
You're wrong about Angel. Not that I don't think the sod could end 
up being a megalomaniacal bastard. It's just that if he did... I'd 
know it. I'd feel it. 
ILLYRIA 
You'll have proof soon enough. A corrupted ruler on such a path sees 
treachery and betrayal all around him. He cannot suffer intimates 
and will eventually turn against them. 
SPIKE 
Guess I don't have to worry about that, 'cause Angel and me have never 
been intimate. Except that one... 
ILLYRIA 
Mark me. He will murder one of you. 
DROGYN 
(steps out from a hiding place) 
Actually, he already has. 
SPIKE 
Drogyn? 
ILLYRIA 
(walks forward) 
Who is this? 
SPIKE 
The guardian of the Deeper Well. Greenskeeper of your graveyard, so 
to speak. 
ILLYRIA 
(glares at him) 
My jailer. 
DROGYN 
(squints at her) 
Illyria... 
SPIKE 
(looks above Drogyn) 
Boretz. 

The Boretz demon jumps down on them, engaging Spike in a powerful 
fistfight, ending when the Boretz flings Spike into the power junction 
box. Illyria steps up and engages the Boretz as Spike get to his feet.

SPIKE 
Stay away from its mouth! It's bite's poisonous. 
(gets to his feet) 
Go for its knees. I think there's a weak spot—  
(sees that Illyria has kicked the demon forcefully through the large 
wooden supports for a roller-coaster) 
(impressed) 
OK. Yeah! That might do it.  
(walks over to Drogyn) 
Drogyn. What the hell are you doing here? Oh, don't give me your "ask 
me no questions, I'll tell you no lies" bugaboo. 
DROGYN 
(straining)  
I came to find you. 
SPIKE 
Oh, so you tacked up a sign on your tree, waved bye to the Keeblers, 
hopped the puddle, and somehow managed to sniff me out in a city of 
10 million? 
DROGYN 
(weakly) 
I can find anyone who's visited the well... be they in this world 
or any other. I—I came to—to warn you—  
(collapses)
SPIKE 
(catches him) 
Warn? 
ILLYRIA 
He's bleeding. 
SPIKE 
You're all torn up, mate. What did this to you, the Boretz, was it? 

DROGYN 
No. It was Angel.

Fade to black.

ACT II:
9 INT. LOBBY OF WOLFRAM & HART - NIGHT 
Wesley walks through the lobby toward Angel's office, but detours, stopping 
at Harmony's desk. He grabs the sign-in book and draws the circle symbol 
he saw earlier.
HARMONY 
(leaning forward to see what he's drawing) 
That would look good on a calf. 
WESLEY 
Pardon? 
HARMONY 
Thinking of getting a tattoo, right? Put a little more "bad" 
in your bad boy bank. It should go on your calf. 

Puts down his pen, rips out the page he was drawing on, and walks 
toward Angel's office.

Cut to:
10 INT. ANGEL'S OFFICE - NIGHT 
Wesley walks into Angel's office carrying his drawing.
WESLEY 
Angel, something unusual came across one of my...  
(looks up at Angel, who's sitting at his desk talking to Hamilton, 
who's sitting on his desk) 
Oh, I didn't realize you were occupied. If you don't mind, Hamilton... 

ANGEL 
Actually, Wes, we're kind of in the middle of something. Why don't 
you try me later? 
WESLEY 
Yes, later, then.  
(walks to the door)
ANGEL 
Hey, Wes?  
(Wesley turns) 
Shut the door on your way out.  
(Wes exits)

Cut to:
11 INT. LOBBY OF WOLFRAM & HART - NIGHT 
When Wesley walks out of Angel's office, Lorne is waiting outside the door.
LORNE 
Hey, is Angel in there? 
WESLEY 
He is.  
(continues walking)
LORNE 
(walks with Wes) 
What's the weather report? 
WESLEY 
Cold. Icy, actually. 
LORNE 
Well, he cut 6 of my clients loose, didn't even tell me. I spent all 
day talking them off ledges and out of pill bottles. 
WESLEY 
I sense that suicidal celebrities are beneath Angel's concern. 
LORNE 
These are very pretty people I'm talking about here, Wes, 4 of them 
getting in shape for Young Guns III. 
GUNN 
(waiting outside Wes's office) 
What did he say? 

Cut to:
12 INT. WESLEY'S OFFICE - NIGHT 
Wesley, Gunn and Lorne walk into Wesley's office.
WESLEY 
(walks toward his desk) 
Nothing. He had Hamilton in his office. They're discussing business 
strategy.  
(sits at his desk)
GUNN 
Hamilton? 
LORNE 
It's like Angel suddenly started channeling Leona Helmsley. 
WESLEY 
He's not himself, at any rate. 
GUNN 
What's happening to him? 
WESLEY 
(telephone rings, he answers)  
Yes? Spike. 

Cut to:
13 INT. SPIKE'S BASEMENT APARTMENT - NIGHT 
Drogyn is sitting on the couch while Spike sits on an end table nearby. 
Illyria stands opposite of them while Drogyn fills in Wesley, Gunn and Lorne 
on the situation.
DROGYN 
It was a Sathari... part of a clan of demon assassins. They fell upon 
me last night. The poison from his 4 blades wearing heavy on my limbs. 

SPIKE 
Yeah, rousing bit of rah-rah, mate. Get to the goods. 
DROGYN 
Once I bested him, I tortured the Sathari for hours until he confessed 
who had sent him. It was Angel. 
SPIKE 
Tell 'em why. 
DROGYN 
He said Angel was afraid I'd find something in the Deeper Well, something 
that would uncover the truth about his involvement. 
GUNN 
In what? 
DROGYN 
Helping Illyria escape from her tomb. 
WESLEY 
I thought the release of her sarcophagus from the Deeper Well was 
predestined. 
SPIKE 
Yeah, what about that bit? 
DROGYN 
Well, that's what I thought at the time, but now I believe... Illyria's 
resurrection may have been planned. 
GUNN 
By Angel. 
LORNE 
Oh, that doesn't make a lick of sense. I mean, why would Angel want 
to spring an old one? 
DROGYN 
I don't think that was the point. 
GUNN 
Then what was? 
DROGYN 
Before he died, the assassin said something about a sacrifice... someone 
trusted and dear. 
WESLEY 
Are you saying that Angel was responsible for what happened to Fred? 

DROGYN 
He may not have chosen her specifically, but— 
LORNE 
Whoa! Let's put a kibosh on that sentence before it turns into an 
ass-kickin'. 
DROGYN 
Do you think I gain pleasure in this? I held Angel an ally, a brother. 

WESLEY 
And you believe he may have murdered Fred? 
DROGYN 
I know this is difficult for you, but Angel was involved. The information 
retrieved from the assassin— 
GUNN 
(angrily) 
You ever think maybe he was lying? 
DROGYN 
No one lies when they're at the mercy of my wrath. 
GUNN 
Then you're the liar, Aragorn. 
SPIKE 
He has to tell the truth. It's a curse or something. 
GUNN 
How can we be sure? We don't even know this guy. 
WESLEY 
Gunn, this is Drogyn, the battlebrand, given eternal youth a thousand 
years ago. Demonbane, truthsayer...  
(Drogyn nods, Wes looks down) 
Watchers' Council. 
SPIKE 
Percy did a paper. Bully on him. 
WESLEY 
(unfolds his drawing) 
Drogyn... any idea what this symbol means? 
DROGYN 
No. 
SPIKE 
(grabs the drawing) 
Where'd you get that? 
WESLEY 
This afternoon, someone tapped into the template interface. Sent a 
message to me, and that symbol. Somebody's dropping clues. 
GUNN 
Playing games is more like it. 
LORNE 
Well, put me on the short bus, but I still can't wrap my head around 
the notion that Angel has anything to do with Fred or any of this. 

WESLEY 
Angel's been doing a number of things out of character lately. We 
all noticed it. 
LORNE 
Yeah, but why is this happening now? Why the change? 
WESLEY 
Yes, why the sudden need to tie up loose ends like Drogyn? Unless... 

ILLYRIA 
(standing in the background) 
He's preparing to make his move. 
GUNN 
What kind of move are we talking about? 
WESLEY 
There's only one way to find out. We ask him.  
(Wes, Gunn and Lorne walk toward the door; Spike follows) 
Drogyn should stay here under guard. 
SPIKE 
I'm not missing the fireworks. Hey, Illyria, you don't care about 
any of this nonsense, do you? 
ILLYRIA 
The intricacies of your fates are meaningless. 
SPIKE 
(Wes rolls his eyes and exits) 
Well and good. You mind watching over our friend Drogyn? Aw, come 
on. New place'll do you good. It's nice and cozy. Help yourself to 
some beer in the fridge. Switch on the telly if you get bored.  
(hands her video game controls) 
And, uh, feel free to play a little Crash Bandicoot. Give you lot 
something to pass the time.  
(walks out)
ILLYRIA 
(looks at Spike) 
Crash Bandicoot?  
(looks at the controls; Drogyn looks confused)

Cut to:
14 INT. LOBBY OF WOLFRAM & HART - NIGHT 
Angel is standing at Harmony's desk reviewing a contract.
ANGEL 
(crossing out something on the contract) 
Strike these 4 clauses and wire it back to them. See what they make 
of that. 
HARMONY 
Yeah! See what they make of that. 
WESLEY 
(walks up to Angel with Lorne, Gunn, and Spike) 
Angel... 
ANGEL 
(looks at the 4 of them) 
Long dinner? 
WESLEY 
We need to talk to you. Now.  
(walks toward Angel's office)
GUNN 
Boy's dead serious.  
(follows Wes)
SPIKE 
(to Angel, who hasn't moved) 
You coming, then? 

Cut to:
15 INT. ANGEL'S OFFICE - NIGHT 
Wesley, Gunn, Lorne and Spike confront Angel in his office.
ANGEL 
OK, what's on your minds? 
LORNE 
The question is what's on yours? 
SPIKE 
Our friend Drogyn's in town. 
ANGEL 
Is he? 
SPIKE 
Yeah. A bit marked up, though. Somebody tried to have him killed. 
Know anything about that? 
ANGEL 
Of course not. Where is he? 
GUNN 
He's safe. 
ANGEL 
Good. Now, can we get back to business, or was there something else? 

WESLEY 
"Business"? What business are we in, Angel? 
ANGEL 
Do I really have to explain this to you people? We're in the business 
of business. Oil, software, worldwide wickets. The product doesn't 
matter. It's the game that matters. Get to the top, be the best, have 
the most, win. 
WESLEY 
Win what? 
ANGEL 
You're still missin' the point.  
(walks toward his desk)
GUNN 
That Angel talking? 'Cause it sounds a lot more like Angelus. 
ANGEL 
Oh, if I were Angelus, half of you would already be dead, just for 
the fun of it.  
(sits on the edge of his desk)
SPIKE 
One of us already is. We havin' fun yet? 
ANGEL 
You want to know the truth? The truth is there's only one of us who 
ever understood how things really work. Lorne. 
LORNE 
Whoa. Hey, hey, hey. Can I not be the poster child for your nervous 
breakdown here? 
ANGEL 
You didn't judge. You didn't spend your life obsessed with good and 
evil. You do that, you get swallowed, lost in the minutia. Good, bad, 
Angel, Angelus— None of it makes a difference. I wish it did, but, 
you know, an ant with the best intentions or the most diabolical schemes 
is just exactly an ant. There is one thing in this business, in this 
apocalypse that we call a world that matters: Power. Power tips the 
scale, power sets the course, and until I have real power, global 
power, I have nothing. I accomplish nothing. 
WESLEY 
And how you get this power... 
ANGEL 
Isn't pretty. Isn't fun.  
(stands, walks up to Wesley) 
You think it's Wolfram & Hart getting to me here, and maybe you're 
right, because they've shown us what power is. From day one, they've 
been calling the shots, and all we've done is get shot at. I have 
a chance to change that. 
LORNE 
And will you? I mean, not to play an old saw, but power does traditionally 
corrupt. You get high up enough, and, well, the people, they do start 
to look like ants. 
ANGEL 
I can't worry about that... the small stuff. 
HARMONY 
(walks into the office) 
Angel, that important phone call from...  
(smiles nervously) 
that guy about that thing, it's on line 3.  
(walks out)
ANGEL 
We're done here. I have to take this.  
(they file out)
SPIKE 
Yeah, the guy about the thing. 
WESLEY 
(stops on his way out) 
The small stuff that you can't worry about, would that include Fred? 

ANGEL 
I loved Fred. 
WESLEY 
That's not an answer. 
ANGEL 
Then I guess you don't get one.

Fade to black.

ACT III:
16 INT. INTERROGATION ROOM - NIGHT 
Wesley stands by the 2-way mirror on the wall of a prison interrogation 
room. Lorne is in the room with him, staring at the floor.
WESLEY 
There's got to be something behind all this. A reason. It could be 
a ploy. For God's sake, say something. 
LORNE 
What would you like me to say? Tell you that Angel loved Fred, and 
that in an eon of eons, he would never harm her in any way? I wish 
I could, Wes, but if he believes what he's saying, and I believe he 
does... 
WESLEY 
It doesn't make any sense. Angel never cared about power. 
LORNE 
Well, he's never had any to care about, has he? Not real power, even 
as Angelus, and then just like that, he's king of the mountain. It's 
quite a view from up there. Tends to make people want things. Even 
if they start with the best intentions, Angel's seen real power, and 
he's not looking away. He's gonna go for it, Wes. 

Gunn and Spike throw the door open, bringing in a man in shackles. 
It's Lindsey.

LINDSEY 
(grinning) 
You boys look like you could use a hug.  
(gestures with his arms wide, but Gunn and Spike grab his arms)

Cut to:
17 EXT. SOUTHERN CALIFORNIA ACADEMY OF ART & DESIGN - NIGHT 
Nina walks out of the building towards the parking lot when Angel calls 
out to her.
ANGEL 
Nina. 
NINA 
(smiles, walks up to him) 
Angel, hey.  
(hugs and kisses him) 
Well, this is a nice surprise. Everything OK? 
ANGEL 
Can we sit down?  
(points to a park bench)
NINA 
(they sit; Angel hands her an envelope) 
Plane tickets? I don't believe it. We're getting away? This is... 
but I thought you didn't have time to... Oh, wait. There are 3 tickets 
here. We taking a chaperone?  
(looks closer at the names on the tickets) 
My sister and Amanda? 
ANGEL 
I need you to be out of here. 
NINA 
That's typical. You sleep with a guy and he sends your entire family 
out of the country. No, wait, that's actually not that typical at 
all. You couldn't just not call? 
ANGEL 
It's not safe here. 
NINA 
Is it ever? I want to be with you if there's trouble. 
ANGEL 
You don't want to be with me. You don't want to be near me. 
NINA 
Because I might get hurt? 
ANGEL 
'Cause I'm the thing that'll hurt you. 
NINA 
(holds up the tickets) 
What do you call this? 
ANGEL 
How can I convince you that I want to be with you? 
NINA 
Show me a fourth ticket. 
ANGEL 
(sighs, looks away, then back) 
OK. If I get through this... intact... I'll come for you. We'll...have 
time. 
NINA 
(laughs, looks into his eyes) 
You're the most amazing man I've ever met, but you're a crappy liar. 

ANGEL 
Go. I'm not asking. 
NINA 
I'll go. Why on Earth would I stay? 

Nina gets her things together and walks off.

Cut to:
18 INT. SPIKE'S BASEMENT APARTMENT - NIGHT 
Illyria and Drogyn sit beside each other on Spike's couch, playing the video 
game.
DROGYN 
It is a test, a task of some sort. You must collect those crystals. 
And the fruit. 
ILLYRIA 
Why? 
DROGYN 
Old one... you have no right to walk this Earth. Your time is past. 
You belong to the well. 
ILLYRIA 
Truly. I wish now I had never been brought out of it. 
DROGYN 
Do you? 
ILLYRIA 
I don't know. I play this game... it's pointless and annoys me... 
and yet, I'm compelled to play on. Does that not— 

Someone busts down the door to the apartment. Drogyn and Illyria stand, 
alarmed. It's Hamilton.

HAMILTON 
(dusts himself off) 
Well, looky, looky who's making friends. 
DROGYN 
Marcus. 
HAMILTON 
Dro, how have you been? 
ILLYRIA 
You're acquainted with this creature? 
HAMILTON 
Yes. We go way back, don't we? 
DROGYN 
Too far. 
HAMILTON 
Hmm, the good old days. So I hear you're living in a tree now. 
DROGYN 
The tree is the entrance to the Deeper Well. I live in a cave. It's 
really quite pleasant. 
HAMILTON 
I'm sure it's a peach. Afraid you won't be returning to it again. 

ILLYRIA 
(walks up to Hamilton) 
You will not harm him. 
HAMILTON 
Oh, you mean like this?  
(throws Drogyn forcefully into the wall behind him)

Illyria starts fighting Hamilton, but she's no match for him. He isn't 
fazed by her punches and kicks. He tosses her into a wall across the room. 
She gets back to her feet. 

HAMILTON 
Hang on, Dro, this'll just take a second. 

Illyria goes for Hamilton once again. They fight, Illyria giving her 
all, but Hamilton barely uses any effort.

HAMILTON 
I gotta tell ya, I'm a little disappointed.  
(punches her hard in the face, then in the stomach) 
Didn't think a big, scary old one bled this easily.  
(as she doubles over in pain, he hits her hard in her back, knocking 
her to the ground) 
Maybe it's this skinny, little body you chose to infect.  
(picks her up and punches her in the face) 
Or maybe it's that ray gun they shot you with to keep you from exploding. 
 
(punches her in the face again) 
Or maybe...  
(punches her again) 
you're... 
(punches her again) 
just...  
(punches her again) 
not...that...  
(punches her again) 
cool!  
(lets her drop to the ground, unconscious and bloody) 
Yes, that's probably it.  
(steps on her face)

Cut to:
19 INT. INTERROGATION ROOM - NIGHT 
Lindsey is sitting at the table, surrounded by Spike, Gunn, Lorne and Wesley.
LINDSEY 
So what are you gonna do? You gonna beat it out of me? 
SPIKE 
(smirks) 
If you say so.  
(walks toward Lindsey) 
(Lindsey springs to his feet confrontationally)
GUNN 
(steps between Spike and Lindsey) 
We all know how this goes.  
(shoves Lindsey back into the chair) 
Spike beats you to a bloody pulp, you beg for mercy, and we get what 
we came for. 
LORNE 
Who needs all that rigmarole? 
LINDSEY 
I told you, I don't know why Angel gave up that kid. Or anything else. 
Me and him, not too close. I gotta get back to my game of Solitaire. 
 
(Wesley shows him his drawing) 
Where'd you get that? 
WESLEY 
It doesn't matter. What does it mean? 
LINDSEY 
(chuckles) 
Is that what all this is about? All these questions about Angel.  
(looks at the drawing) 
No. No way. No way they'd take Angel. 
SPIKE 
Who they? 
LINDSEY 
The Circle of the Black Thorn. 
LORNE 
Sounds like a little sewing club for pirates. 
LINDSEY 
It's a secret society. 
GUNN 
Never heard of them. 
LINDSEY 
That's 'cause they're secret.  
(Gunn smirks)
SPIKE 
There's plenty of these cabals about. They usually spend a lot of 
time in basements paddling one another's bums to prove their manhood. 

LINDSEY 
These are not frat boys, Spike. The circle's small. It's elite. They 
got connections you boys can't even comprehend. 
WESLEY 
They're evil. 
LINDSEY 
Sure. But evil's not the point. Power is. 
WESLEY 
Power. 
GUNN 
OK, we get it. They're bad ass. What do they do? 
LINDSEY 
(snickers) 
Jeez. Are you guys always this slow? Huh? Starts with an "a," 
ends in "pocalypse." It's a well-oiled machine, this circle. 
These people grease the wheels, keep the parts in place. Make sure 
man's inhumanity to man keeps rolling along. 
WESLEY 
We thought the senior partners were responsible for the apocalypse. 

LINDSEY 
The senior partners are on a different plane. Down here...it's the 
players in the circle that make things happen. Hell, you get tapped 
by one of them, it's kind of like getting the keys to the chocolate 
factory. 
WESLEY 
That's why you came back to L.A., tried to kill Angel. To get into 
the circle.  
(sits across from Lindsey)
LINDSEY 
To be a Black Thorn is to be the senior partners' instrument on Earth. 
Doesn't get bigger than that. 
GUNN 
Looks like Angel succeeded where you failed. 
LINDSEY 
He doesn't have it in him. 
WESLEY 
Doesn't have what in him? 
LINDSEY 
Well, for starters, he's gotta give up the champion angle. Quit saving 
girls in alleys. Probably wouldn't even make it on the circle's radar 
until he killed one of his lieutenants.  
(Wes, Spike, Gunn and Lorne look at each other, alarmed)
LORNE 
The senior partners, the Circle, they're killing Angel by degrees. 

WESLEY 
(hangs his head) 
And we all watched it happen. 
GUNN 
The guy I knew wouldn't want this. Wouldn't wanna be this. 
WESLEY 
Angel dedicated his life to helping others, not because he had to, 
but because it was a path he'd chosen.  
(stands) 
If he's been swayed from that, influenced... then maybe there's still 
time. We can bring him back. He'd do the same for any of us, regardless 
of our actions. 
LORNE 
And what if he's skipped too far down that evil brick road? 

Cut to:
20 INT. SECRET CHAMBER - NIGHT 
Angel walks through a dark hallway into a chamber. He's standing in front 
of a raging fire in a doorway. He can hear a man being beaten on the other 
side. Angel leaps through the fire to the chamber on the other side. He 
sees a kneeling man being beaten by robed men with sticks. Angel pulls the 
beaten man to his feet, pulls off the bag over his head, and looks into 
the bloodied face of Drogyn.
DROGYN 
Thank you. Thank you.

Angel vamps out and bites Drogyn in the neck as robed and masked men 
look on. Angel drinks Drogyn's blood as Drogyn moans painfully. Angel 
steps back and twists Drogyn's head until his neck breaks. Angel pushes 
Drogyn's body to the floor.

Fade to black.

ACT IV:
21 INT. SECRET CHAMBER - NIGHT 
A robed, masked demon's red hand glows with a fiery symbol in its palm. 
The demon reaches out to Angel's bared chest and presses his palm over Angel's 
heart, branding him.
DEMON 
The circle entwined. 
GROUP 
(chanting a response) 
Embrace this worthy son. 
DEMON 
The thorn draws blood. 
GROUP 
(chanting a response) 
The thorn is the power, and the power is absolute. 
DEMON 
(offers his hand to Angel) 
Welcome to the fold.  
(Angel shakes hands)

The lights go up in the room, and the robed demons remove their masks. 
Many of the demons Angel has encountered this season are there, including 
Archduke Sebassis, Cyvus Vail, Sentaor Brucker, and others. There's applause.

VAIL 
Well done, Angel. 
DEMON / IZZY 
(the ceremony's leader takes off his mask) 
See? Didn't I tell you it was gonna happen? And how about that lamb 
we got you for the slaughter, any idea who that was? 
ANGEL 
(buttoning his shirt) 
Drogyn. The battlebrand. 

A man brings Angel and Izzy champagne flutes.

IZZY 
Damn straight. We got you some supercharged warrior juice, not some 
schmuck. You must feel great.  
(clinks glasses with Angel; they drink champagne) 
OK, let me introduce you around to a few people. Some of these folks 
you know, some you don't. Of course, you're acquainted with the Archduke. 

SEBASSIS 
Kudos, child. I must say, it's gratifying to see you've returned to 
form, Angelus. 
ANGEL 
It's still Angel. 
SEBASSIS 
Ah. Well, what's in a name, eh? In the spirit of our new alliance, 
you must allow me to throw a dinner party in your honor. 
ANGEL 
You know how I love parties.  
(tips his glass toward Sebassis, drinks)
SENATOR 
It's nice to see you again so soon, Angel. 
ANGEL 
Senator. I had no idea you were so well...connected. 
SENATOR 
Well, I'm not gonna take the White House in 2008 on just my sparkling 
wit and funding from hostile governments.  
(chuckles)
ANGEL 
(chuckles) 
I expect not. 
IZZY 
Excuse us, Helen. Angel, I've got someone here who'd like to pay his 
respects. 
ANGEL 
Vail. 
VAIL 
You've been looking for me. 
ANGEL 
Actually, I've been looking like I'm looking for you. Appearances, 
you know.  
(Vail laughs, wheezing) 
IZZY 
See, Cyvus?, I told you it was all good. Now why don't you two shake 
hands? Come on. 
VAIL 
No hard feelings then? 
ANGEL 
Ultimately, everything worked out for the best. 
VAIL 
Oh. Your son, he kills quite well. 
ANGEL 
Thanks. 
IZZY 
Got a great turnout for your initiation. 
ANGEL 
Really? 
IZZY 
Oh, yeah. Everybody's here. Here, let me freshen that up.  
(takes Angel's drink)

Angel looks around the room, noting the other members.

Cut to:
22 INT. LOBBY AT WOLFRAM & HART - DAY 
Angel walks off the elevator, rubbing his branded chest, and heads straight 
for his office.
Cut to:
23 INT. ANGEL'S OFFICE - DAY 
Angel walks into his office without closing the door. The door closes itself, 
revealing Gunn standing behind it. Spike catches Angel off-guard and punches 
him in the face, sending him to the ground. Wesley and Lorne walk out of 
the conference room. They are surrounding Angel now, each armed: Gunn with 
a sword, Spike with his fists, Wesley with a shotgun, and Lorne with a crossbow.
SPIKE 
You might wanna stay down. 
ANGEL 
Or what? Careful.  
(gets to his feet) 
You don't wanna get yourselves hurt. 
GUNN 
We know what you've been doing. Giving up the baby to the Fell Brethren, 
working for Senator Bitch, trying to take out Drogyn to cover up what 
you did to Fred. And for what? To get in bed with the Circle of the 
Black Thorn? 
ANGEL 
So you figured it out. 
LORNE 
Yeah, a little singing from a jailbird we know... and loathe. 
ANGEL 
Lindsey?  
(scoffs) 
And you believed him. 
SPIKE 
Doesn't have a reason to lie. 
ANGEL 
Doesn't need one. 
WESLEY 
Unlike you? 
ANGEL 
What I do here is my business. You don't like how I conduct it, you 
can leave... before I kill you. 
WESLEY 
Kill us? Hard to believe we're having trouble trusting you. 
ANGEL 
Just telling it like it is. 
WESLEY 
(cocks his shotgun) 
Then we have a problem. 
ANGEL 
I guess we do. 

Angel grabs the shotgun barrel and pushes it away from him while kicking 
Wesley to the ground. Spike charges Angel, but Angel punches him first. 
Gunn raises his sword, but Angel blocks his swing and hits him in the 
head with the barrel of the shotgun. Lorne points his crossbow at Angel 
and fires a shot, hitting Angel in the shoulder. Angel drops the shotgun. 
Wesley pulls a pistol out of his belt, but Angel kicks it out of his hand 
before he can fire it. Angel grabs Lorne around the neck and holds him 
as a hostage.

ANGEL 
Are we done? 
WESLEY 
Let him go. 
ANGEL 
You don't give the orders. Lorne, pull this thing out of me.  
(Lorne reaches for the arrow sticking out of Angel's shoulder) 
Easy. Not in a great mood.  
(Lorne pulls out the arrow) 
Good. Now, let's finish this.  
(pulls a crystal out of his pocket, holds it out in front of him) 
Involvere.  
(the crystal glows and sends a force throughout the entire room) 
(lets go of Lorne) 
All right, we have 6 minutes. 
SPIKE 
'Til what? 
ANGEL 
The glamour collapses. As far as anyone outside this room is concerned, 
we're still at each other's throats. 
WESLEY 
Aren't we? 
ANGEL 
Look, we don't have a lot of time here, so I'm gonna have to make 
this short. Everything you think you know, everything you've heard, 
is a lie. 
GUNN 
Why should we believe you? 
ANGEL 
Because I'm the one who told it. Read any good books lately? 
WESLEY 
You sent us the message? 
ANGEL 
And the assassin to kill Drogyn. 
SPIKE 
So that part was true. 
ANGEL 
I knew Drogyn could handle himself. I told the assassin just enough 
to lead Drogyn to think I played a part in resurrecting Illyria. I 
figured he'd come here looking for allies against me. 
WESLEY 
Why would you want us to believe you killed Fred? 
ANGEL 
Because they needed to believe it. 
GUNN 
The Black Thorn. 
ANGEL 
They needed to believe my own people didn't trust me anymore. They 
needed to believe a person as good and as pure as Drogyn considered 
me an enemy. It was the only way to gain their confidence. 
LORNE 
(holding his sore neck) 
Oh, so this whole evil Angel thing has been a big scamola. Hmm. I 
smell Oscar. 
SPIKE 
When did this all start? 
ANGEL 
2 months ago. With a kiss. 
Cut to:

23a INT. ANGEL'S OFFICE - NIGHT 
Flashback to Cordelia's good-bye kiss. 
ANGEL 
Though it didn't hit me till later that night. 
Cut to:
23b INT. ANGEL'S BEDROOM - NIGHT 
Angel gasps as he awakens from a vision. His vision showed him 
the symbol of the Black Thorn as well as flashes of a fiery 
apocalypse.
Cut to:

WESLEY 
Cordelia gave you her visions? 
ANGEL 
(walks around the room; the others are still tense, on guard) 
One-shot deal. She put me on the path, showed me where the real powers 
are. But I couldn't see who they were. Then, when Fred died, I wasn't 
gonna let that be another random horrible event in another random 
horrible world. So I decided to use it, to make her death matter. 
And it worked. I'm in. I've seen the faces of evil. I know who the 
real powers in the apocalypse are. 
GUNN 
So, all that power tilts the scales crap...? 
ANGEL 
It's true. We're in a machine. That machine's gonna be here long after 
our bodies are dust. But the senior partners will always exist in 
one form or another because mankind is weak. 
LORNE 
Uh, do you want me to point my crossbow at him, 'cause I think he's 
gonna start talking about ants again. 
ANGEL 
We are weak. The powerful control everything... except our will to 
choose. Look, Lindsey's a pathetic halfwit, but he was right about 
one thing. Heroes don't accept the way the world is. The senior partners 
may be eternal, but we can make their existence painful. 
WESLEY 
You wanna take them on. 
ANGEL 
We're in a machine. The Black Thorn runs it. We can bring their gears 
to a grinding halt, even if it's just for a moment. 
SPIKE 
About time we got our hands dirty. 
ANGEL 
This isn't a keep-fightin'- the-good-fight kind of deal. Let's be 
clear. I'm talking about killing every... single...member... of the 
Black Thorn. We don't walk away from that. 
LORNE 
Do we crawl away, at least? 
ANGEL 
We do this, the senior partners will rain their full wrath. They'll 
make an example of us. I'm talking full-on hell, not the basic fire-and-brimstone 
kind we're used to. 
GUNN 
We know the drill. 
ANGEL 
No, you don't. 10-to-1, we're gone when the smoke clears. They will 
do everything in their power to destroy us. So...I need you to be 
sure. Power endures. We can't bring down the senior partners, but 
for one bright, shining moment, we can show them that they don't own 
us. You need to decide for yourselves if that's worth dying for. I 
can't order you to do this. I can't do it without you. So we'll vote. 
As a team. Think about what I'm asking you to do, think about what 
I'm asking you to give. 
SPIKE 
Kill 'em all... burn the house down while we're still in it. 
ANGEL 
Something like that. 
Everyone's got a serious look on their faces.
SPIKE 
Huh.  
(raises his hand) 
I'm in. 
WESLEY 
(looks at Angel) 
I'm in. 

As the camera zooms out slowly, show Gunn and finally Lorne raise 
their hands. Continue zooming out past the glamour, to show what those 
on the outside looking in would see:

SPIKE 
Drop it! 
WESLEY 
Angel, you don't want it to go like this! 
ANGEL 
You're not the boss around here. 
GUNN 
Lorne, you all right? 
LORNE 
Wes, help... 
SPIKE 
Angel, we got 3 people here. Drop it! 

Continue zooming out to show that Marcus Hamilton is standing outside 
Angel's office, watching them through the window.  

Fade to black.