Prologue
1 INT. ABANDONED WAREHOUSE— NIGHT 1
CORDELIA realizes her deception is over and drops the pretense. She faces
off with WESLEY and FRED who hold her at gunpoint, and LORNE, who
completes the circle around her. Then she turns her attention to ANGEL,
who looks at her with disdain.
ANGEL
All this time, it was you… wasn’t it?
CORDELIA
Took you long enough to figure it out but nice turn with
the Lorne-bait. You know, there was a time I would have
seen that one coming eons before it ever crossed your tiny
little mind.
ANGEL
Because you’re so clever.
CORDELIA
On a scale of you to me? Pretty damn.
ANGEL
Until now.
CORDELIA
All good things… So what finally tipped off the great
detective?
ANGEL
Tongue. Slip of.
CUT TO:
ANGEL
Inside Out
4
2 INT. HYPERION HOTEL (FLASHBACK)— LOBBY— NIGHT 2
Earlier that night. Cordelia looks down at her belly with a smile.
CORDELIA
And this… my sweet baby.
CUT TO:
3 INT. ABANDONED WAREHOUSE (PRESENT)— NIGHT 3
ANGEL
“My sweet.” The same phrase the Beast’s master kept
using when he was whispering in Angelus’ head. Thought
it was a bit femme for the booming macho act.
CORDELIA
That’s it? I get away with bringing the world down around
you and two eensy words tingle your spider sense?
WESLEY
What we already knew, what he found out as Angelus…
all the circumstantial led to you.
ANGEL
We just needed to be sure.
CORDELIA
A little late to the table but I might have a few scraps left.
FRED
Why are you doing this, Cordy?
ANGEL
Inside Out
5
ANGEL
This thing isn’t Cordelia.
CORDELIA
(smiles)
Is that what you think, hero?
ANGEL
She would never hurt her friends like this.
CORDELIA
Or maybe you just don’t know me very well.
ANGEL
I don’t want to know you.
Cordelia whips her dagger up to strike but Angel bats her hand aside and
seizes her by the throat.
ANGEL
Where’s Cordelia?
Cordelia’s eyes bulge as he cuts off her air supply. Suddenly the skylight
above shatters and CONNOR jumps through and drops to the floor.
ANGEL
Connor, wait! Cordy’s not what you think—
Connor backflips up and over Angel, then hurls him into Wesley as he
cocks his shotgun.
They both tumble to the floor.
Lorne takes aim at Connor with a crossbow and fires. The bolt flies wide
and Connor kicks Lorne backward into a concrete column with
devastating force. Lorne crumples to the floor unconscious.
ANGEL
Inside Out
6
Fred charges forward with her trank gun as Angel gets to his feet but
Connor yanks her forward by the arm and swings the gun around, firing
at Angel. The dart slams into Angel’s shoulder; the drug’s effects are
immediate. He sways drunkenly on his feet as Connor turns around and
viciously backhands Fred, then reaches for Cordelia’s hand.
CONNOR
Come on!
Angel drops to his knees as Cordelia walks past him, smiling wickedly.
ANGEL
What… are… you…
He collapses to the floor, unconscious like the others, as Lorne’s Magic 8-
Ball rolls to a stop next to him. The cube inside rises to the surface in the
answer window:
ASK AGAIN LATER
Opening credit sequence.
Act I
4 INT. HYPERION HOTEL— LOBBY— NIGHT 4
Gunn walks in the front door to find the others dejected and nursing their
wounds.
ANGEL
Inside Out
7
GUNN
Sorry, just got your message. Being close to Electric Gwen
can really screw your equipment. What… the hell
happened to you?
FRED
Cordy’s evil. Nice suit.
ANGEL
It’s not Cordy.
WESLEY
We don’t know that for certain.
GUNN
Whoa! Back it up for the new guy. You’re saying poppin’
mama threw you a beating?
Lorne takes a sip from his ubiquitous Seabreeze.
LORNE
Kid Vicious did the heavy lifting. Cordy just mwa-ha-ha’d
at us.
GUNN
Why?
ANGEL
Beastmaster.
GUNN
You think she’s working for him?
FRED
She is the Master.
ANGEL
Inside Out
8
GUNN
(amazed)
Guy steps out for a few hours, half the place goes supervillain.
ANGEL
Connor’s not a part of this.
LORNE
Evidence upside my head to the contrary.
ANGEL
He’s just… confused. Again.
FRED
Now we know what she was doing with him all this time.
She was grooming him.
WESLEY
As her champion.
GUNN
(shocked)
She’s the evil genius that’s been two-steppin’ all over us.
How? And when? (grabs Lorne’s drink) Give me a sip of
that.
FRED
Has she been like this since she got back from the higher…
wherever?
GUNN
And what about that amnesia thing? Was that a fakeout?
WESLEY
Or a side effect. Descending to a lower dimension was
probably disorienting.
ANGEL
Or maybe this thing crawled deep inside for the trip on
some kind of… auto pilot. Look, all we know for sure is
the real damage didn’t start until after Lorne’s spell.
FLASH CUT TO:
ANGEL
Inside Out
9
5 INT. HYPERION HOTEL (FLASHBACK)— LOBBY— NIGHT 5
Cordelia receives the final antidote to Lorne’s spell on her tongue. She
closes her eyes for a moment, then opens them, terrified. She backs away
from the group.
FLASH CUT TO:
6 INT. HYPERION HOTEL (PRESENT)— LOBBY— NIGHT 6
FRED
Oh, my god… we woke it up.
LORNE
(realizes)
That’s what I read. That’s what Wolfram & Hart sucked
out of my noodle. It wasn’t Cordelia’s future. It was the
smacker-jack surprise.
GUNN
Damn thing’s been playin’ us right from the start.
ANGEL
From the inside… where it can do the most damage.
Everything the Beast couldn’t have done— it was this
thing.
FLASH CUT TO:
7 INT. GWEN’S APARTMENT (FLASHBACK)— LIBRARY/VAULT— NIGHT 7
Manny sits in the vault room reading a magazine.
ANGEL
(v.o.)
Spiked my blood at Gwen’s, snuck into the vault and killed
Manny.
Reveal Cordelia as she brings down an axe and decapitates him.
FLASH CUT TO:
8 INT. HYPERION HOTEL (PRESENT)— LOBBY— NIGHT 8
GUNN
Wait a minute. When Gwen and I came in, Faux-Cordy
didn’t have any blood on its clothes. How’d it abracadabra
that?
ANGEL
Inside Out
10
WESLEY
Lizzie Borden. It wasn’t wearing any.
FLASH CUT TO:
9 INT. GWEN’S APARTMENT (FLASHBACK)— LIBRARY/VAULT— NIGHT 9
Reveal Cordelia, now naked, as she brings down the axe and kills Manny.
His blood splatters all over her face and chest as the axe hits home.
ANGEL
(v.o.)
It stripped down, then gave Manny forty whacks.
FLASH CUT TO:
10 INT. HYPERION HOTEL (PRESENT)— LOBBY— NIGHT 10
GUNN
A quick sponge-down in the sink and…
LORNE
Voila. Shower-fresh murder.
ANGEL
Taking out the Svea Priestesses was a lot easier. Slip out
while the heroes are chasing their tails…
FLASH CUT TO:
11 INT. SVEAR HOME (FLASHBACK)— NIGHT 11
Cordelia methodically butchers the Svear family one by one.
ANGEL
(v.o.)
…then slaughter the only hope of banishing her pet Beast.
FLASH CUT TO:
12 INT. HYPERION HOTEL (FLASHBACK)— OFFICE— NIGHT 12
Cordelia opens the safe and removes the muo-ping containing Angel’s
soul.
ANGEL
Inside Out
11
ANGEL
(v.o.)
While everyone was reeling from that failure, it was
making sure my soul was off the market.
FLASH CUT TO:
13 INT. HYPERION HOTEL (PRESENT)— LOBBY— NIGHT 13
FRED
And the vision of the spell to re-ensoul you?
ANGEL
Misdirection.
FLASH CUT TO:
14 INT. HYPERION HOTEL (FLASHBACK)— BASEMENT— NIGHT 14
A glowing wispy-white cloud rises from the center of the spell circle and
snakes toward Angelus in his cage.
ANGEL
(v.o.)
Getting everyone to look over here… while the real action
was happening over there.
Standing near the back of the room, Lorne’s eyes suddenly flash red as
the real magick of the spell settles on him.
FLASH CUT TO:
ANGEL
Inside Out
12
15 INT. HYPERION HOTEL (PRESENT)— LOBBY— NIGHT 15
LORNE
That explains why my mojo’s been gucked up. Queen
Beeyatch put the whammy on me.
ANGEL
Then it let the monster out of the box.
FLASH CUT TO:
14 INT. HYPERION HOTEL (FLASHBACK)— BASEMENT— NIGHT 14
Cordelia turns the key and opens the cage door. Angelus’ fangs flash.
FLASH CUT TO:
15 INT. HYPERION HOTEL (FLASHBACK)— CORRIDOR— NIGHT 15
Lilah runs terrified down the corridor. Suddenly Cordelia’s hand shoots
out of the shadows and seizes her by the throat, pushing her up against
the wall. Cordelia whips out the Beast’s dagger and drives it through
Lilah’s neck in one smooth motion, then drops her lifeless body to the
floor.
ANGEL
(v.o.)
More misdirection, more blood. All designed to keep us off
balance.
FLASH CUT TO:
16 INT. HYPERION HOTEL (PRESENT)— LOBBY— NIGHT 16
It dawns on Wesley who really killed Lilah.
WESLEY
It was Cordelia… she murdered Lilah.
ANGEL
We don’t know if it’s really Cordy.
FRED
Or what she’s got baking in her oven.
GUNN
Evil and pregnant? I’m guessing it ain’t cookies.
CUT TO:
ANGEL
Inside Out
13
17 INT. MEAT PACKING PLANT— STOREROOM— NIGHT 17
Connor leads Cordelia into the dim and dusty storeroom of an old meat
packing facility. Barbed metal hooks line the walls and hang from the
ceiling and stainless steel cutting tables are spaced about the room.
CORDELIA
Are you sure Angel won’t be able to follow us?
CONNOR
I was careful.
CORDELIA
How careful?
CONNOR
Why were they trying to hurt you?
CORDELIA
You know why. They’re afraid. Of you… of me… what our
love has created. They were going to kill it— and me— if
you hadn’t come.
CONNOR
I didn’t know where you were. I thought something bad
might have happened, followed your scent. But I never
thought… how could he do that?
CORDELIA
Because he hates you. I didn’t want to believe it but he
does. He hates you for being with me. He can’t stand the
fact that he lost, that he’ll never know the feel of my
touch… or the warmth of my lips. (kisses him) You were
right about Angel. He’s an animal and he’s turned
everyone against us.
ANGEL
Inside Out
14
She appears on the verge of tears and Connor hugs her tightly.
CONNOR
I’ll kill them all before I let them hurt you.
CORDELIA
My sweet, sweet boy…
CUT TO:
18 INT. HYPERION HOTEL— OFFICE— DAY 18
Wesley sets a pencil sketch of Cordelia down on the desk among all his
research as Angel enters.
WESLEY
Any luck?
ANGEL
I swept the area until daybreak, checked the sewer tunnels
in case they went underground, picked up their scent half a
dozen times but…
WESLEY
If Connor doesn’t want to be found, he won’t. Wasting
your time.
ANGEL
I’m getting good at that, huh?
He picks up the sketch of Cordelia and shakes his head, frustrated.
ANGEL
It was all there, right in front of me, and I couldn’t see it.
The thought of losing her to Connor—
ANGEL
Inside Out
15
WESLEY
Did exactly what it was supposed to. Play on your
emotions to cloud your judgment. Draw your attention
away so this… thing could continue to murder anyone it…
(beat) At least you had a reason for letting it happen.
ANGEL
Wes… Lilah and I weren’t exactly friends…
WESLEY
You were mortal enemies. Why should you care what
happened to her?
ANGEL
Because you did.
A moment passes between Angel and Wesley. Wesley acknowledges
Angel’s sentiments with a look, then gets back to business.
WESLEY
There’s nothing here. If this thing could obliterate all
references to the Beast, it’s very unlikely it would leave its
own bio lying about.
ANGEL
What about pan-dimensional texts like the one Lilah—
He stops himself when he mentions her name but Wesley pays it no
mind.
WESLEY
I have Lorne reaching out to the black markets but it’ll
take time.
ANGEL
Great. Another thing we don’t have.
WESLEY
Then let’s go to the source. Whatever happened to
Cordelia, it took place after her ascension to the higher
planes. Maybe the Powers might be able to—
ANGEL
The last couple of times I asked the Powers That Be for
help, they made it pretty damned clear they weren’t in the
business.
ANGEL
Inside Out
16
WESLEY
But at least one of those was to save Darla’s life. A massmurdering
ex-vampire dying of syphilis? A strong “no” is
hardly a shock.
ANGEL
You think the Powers couldn’t see this thing was
masquerading as Cordy? What it was doing to us? They
didn’t stop it because they didn’t want to get their hands
dirty. (beat) What we need is somebody who does.
Somebody right in the middle of all this.
CUT TO:
19 INT. MEAT PACKING PLANT— DAY 19
Connor leads Cordelia deeper into the abandoned plant.
CORDELIA
More hooks. Great.
CONNOR
I can try to find someplace else.
CORDELIA
No, this’ll do for now. (off his look) Hey, it’s okay. We’re
going to be all right.
CONNOR
I know. I just… I can’t believe he tried to kill you. Maybe it
wasn’t really Angel.
CORDELIA
Connor…
CONNOR
Angelus could have tricked us again and—
CORDELIA
(firm)
It was Angel. You know it was.
CONNOR
Everything he said, about how I could help make the
world a better place… about being a champion.
CORDELIA
Lies. Meant to keep you in your place. Where he could
watch you… control you.
ANGEL
Inside Out
17
CONNOR
But Fred? Gunn? Wesley? Even Lorne… I thought they
were… good.
CORDELIA
(annoyed)
What does that mean? Really? Being good, doing the right
thing— by whose judgment? Good, evil… they’re just
words, Connor. Concepts of morality they forced around
your neck to yank you wherever they please. You’re with
me now. You don’t have to live by their rules. You
remember why?
CONNOR
Because we’re special.
CORDELIA
That’s right. We’re special and our baby… is going to be
extraordinary.
CUT TO:
20 INT. HYPERION HOTEL— LOBBY— DAY 20
Fred holds out a box filled with things from Cordelia’s room for Gunn’s
inspection while Angel digs through a box of his own. At the bottom,
under some files, he finds a metal seal inscribed with runes.
FRED
A bunch of candles, a couple of broken pieces of the muoping
and some toiletries that smell way too pretty to be
evil. Not much to go on. As insidious lairs go, it kept
Cordy’s room nice and tidy. I think it even vacuumed.
ANGEL
Keep working on a way to locate this thing. If I’m not back
in a couple of hours—
GUNN
You’re dead. We’re screwed. End of the world.
FRED
Or you could stay here with us! Here’s nice.
ANGEL
I’ve done this before. Don’t worry. A walk in the park.
SMASH CUT TO:
ANGEL
Inside Out
18
21 INT. DEMON DIMENSION— UNDERGROUND CAVERN/CONTINUOUS 21
A demon slams against the wall and collapses to the ground, dead. Angel
stands over it, rubbing his sore hand.
ANGEL
I really hate the park.
He bends down and picks up the demon’s discarded sword, then descends
a set of stone stairs and into a high-walled chamber lit by two flaming
torches on the wall. In the center of the chamber, a demon sits with his
back to Angel, gorging itself ravenously. Angel approaches cautiously
from behind and raises the sword to strike. At the least second, the
demon turns around to reveal it’s SKIP.
SKIP
Oh! Angel, jeez! Don’t they knock in your dimension?
ANGEL
Sorry. Wasn’t sure it was you.
Skip wipes his face with a napkin.
SKIP
Powerful demon Skip, at your service. Hey, I got some
more buffalo wings and the game’s on in five if you
want—
ANGEL
I’m a little pressed right now. When was the last time you
saw Cordelia?
SKIP
Who?
ANGEL
Inside Out
19
ANGEL
She told me you were her guide when she decided to
become half-demon.
SKIP
She did, huh? (beat) Okay, look. I wanted to give you the
heads up but you know how the Powers are. Always
making with the big hush-hush.
ANGEL
What do you know?
SKIP
It’s going to be really hard for you to accept but Cordelia
has ascended to a higher plane.
ANGEL
I know. She’s back.
SKIP
Back?
ANGEL
Or at least something that looks like her.
SKIP
Whoa, wait. Nobody comes back from paradise. (beat)
Okay, a Slayer once but—
ANGEL
So you haven’t heard anything?
SKIP
No, not since her ascension. Oh, it was beautiful. You
should have been there.
ANGEL
You were a part of that?
SKIP
It’s in the job description. As Cordelia’s guide, I’m there for
all the important events.
ANGEL
Except her welcome back party. So why didn’t the Powers
invite you to that one?
SKIP
Mysterious ways. They can really drive a guy nuts.
ANGEL
Inside Out
20
ANGEL
Or maybe if you had known something, you might have
warned us. No, but the only one not keen on that slipping
out is the one pulling our strings.
SKIP
Not following you there, champ.
ANGEL
You said it yourself. You were there, guiding Cordelia to
her ascension, seeing her off to a higher plane, which is
exactly where this thing needed her to be to make its
move. So I’m thinking either you’ve been played for a
dupe like the rest of us… or you’ve been in on this from
the start. Skippy.
SKIP
(laughs)
Angel, buddy, whatever’s going on, I’m telling you true…
He raises his arm and a foot-long razor-sharp sheath of bone slides out of
his forearm.
SKIP
…not a dupe.
FADE OUT
Act II
22 INT. DEMON DIMENSION— UNDERGROUND CAVERN/CONTINUOUS 22
Resume. Skip attacks and Angel raises the sword to defend himself but his
blows glance ineffectually off Skip’s armored hide. Skip knocks the sword
from Angel’s hand and seizes him by the neck.
ANGEL
Inside Out
21
SKIP
Not like last time, is it, monkey boy?
Skip throws Angel clear across the room and into the wall.
SKIP
You know, the worst part about signing on for this gig
was having to take a dive when you rescued that runt Billy
from his box of fire.
Skip decks Angel again, slamming him to the ground, then kicks him
through the air into the far wall, then lifts him off the floor by the neck
again.
SKIP
I mean, come on. Do you really think a guy built like this
would be so easy to drop? This time we’ll do it for real,
champion. This time… you lose.
CUT TO:
23 INT. MEAT PACKING PLANT— DAY 23
Cordelia can see Connor is still unconvinced so she presses on, turning his
mind against Angel.
CORDELIA
He won’t give up. You know that, right? He won’t stop
until he finds us.
CONNOR
Let him come. I can take him.
ANGEL
Inside Out
22
CORDELIA
Come over here. I want you to know what you’re fighting
for.
She takes his hand and puts it on her belly.
CONNOR
(surprised)
It moved.
CORDELIA
Of course it did. That’s what babies do when they’re
happy. I can’t tell you how thankful I am that I found
someone like you. I just wish they could let us be happy.
CONNOR
I’ll make them.
CORDELIA
You can’t. They’re too afraid. But maybe when they see
how beautiful our baby is…
CONNOR
You think that will change how they feel?
CORDELIA
Our baby’s going to change everything, Connor.
CONNOR
How soon before we can show them?
CORDELIA
A week, maybe two. But he’ll find us before that. I know
he will. He’ll find us and he’ll—
ANGEL
Inside Out
23
CONNOR
I won’t let him. I promise.
CORDELIA
I don’t want you killing each other. That’s never what I
wanted. Maybe there’s another way. A way to bring our
baby into the world now, before anyone else can hurt us.
CONNOR
How?
CORDELIA
I’ll need some very special things. Do you think you can
get them for me?
CUT TO:
24 INT. DEMON DIMENSION— UNDERGROUND CAVERN/CONTINUOUS 24
Angel slams into the wall again and crumples to the ground.
SKIP
Well, now… this is just embarrassing.
Angel struggles to his feet, his face bruised and bleeding.
ANGEL
Tell me… what happened… to Cordelia.
SKIP
Or what? You’ll bleed on me some more?
Angel attacks, punching and kicking but Skip easily blocks most of his
blows and the ones that land do no damage to Skip at all. Skip
counterattacks with a series of crushing blows.
SKIP
You know, I’ve always wondered how many chunks you
gotta hack off a vampire before he goes all dustbunny?
ANGEL
(gasping)
Tell me what happened—
SKIP
Yeah, heard that part.
Angel gut punches Skip, then decks him, staggering the demon for a
second. Then Angel leaps into the air and seizes a dangling chain
ANGEL
Inside Out
24
overhead. He swings out, kicks off the wall, then back toward Skip who
merely extends his arm and clotheslines Angel, dropping him to the
ground.
SKIP
What are you, Tarzan? See, this is the nefarious meat of it,
pal. You die never knowing what really happened to the
woman you love. Gotta respect the classics.
Wincing in pain, Angel reaches up and rips the chain from the ceiling as
Skip advances on him. He gets to his feet and turns around, slinging the
chain in a downward arc and slicing off the bone-skewer on Skip’s wrist.
Pressing his advantage, Angel whips the chain back and forth, striking
Skip with punishing blows, punctuated with kicks and punches. Skip
doubles over, trying to shield himself from the onslaught and Angel
brings the chain down on his head, slicing off one of the scythe-like horns
protruding from the side of Skip’s head.
Skip screams in pain and holds his hand to the hole in the side of his head
to stop the leaking green ooze where his horn was moments before.
Before Skip can recover, Angel twirls the chain in his hand and wraps it
around his fingers, creating a makeshift set of brass knuckles. Skip swings
and he blocks, then pounds his chain-covered fist straight into Skip’s face
over and over. Skip staggers drunkenly as Angel winds up for the coup de
grace.
SKIP
Do you really think that’s gonna—
Angel’s fist connects and Skip goes down for good.
ANGEL
(panting)
Yeah, I do.
CUT TO:
25 INT. HYPERION HOTEL— LOBBY— NIGHT 25
Fred walks across the lobby toward Lorne and Gunn on the couch,
reading from a spell book.
FRED
Hey, here’s something. Maybe I can—
Suddenly a blaze of light erupts right behind her. She spins around,
terrified.
ANGEL
Inside Out
25
FRED
—have an embolism!
They all stare in shock as Skip materializes on the floor with Angel
standing over him.
WESLEY
What happened?
ANGEL
We had words.
LORNE
Between the pummeling?
ANGEL
Whatever’s happened to Cordy, he’s a part of it. We need
to bind him to this dimension.
He winces in pain and sits down to catch his breath. He looks up to find
everyone staring at him in shock.
ANGEL
Before he wakes up would be nice.
CUT TO:
26 EXT. LOS ANGELES STREETS— ALLEY— NIGHT 26
ANNA, a young teenage girl, drops her school books on the ground as a
hulking vampire looms over her, yellow eyes blazing with hunger.
VAMPIRE
Mmm… I really love virgins.
She closes her eyes in terror as the vampire leans in to bite her. Before its
teeth make contact, it suddenly disintegrates in a cloud of dust. Anna
looks up at Connor as he tosses his stake aside.
CONNOR
You all right?
ANNA
(sobs)
He tried to kill—
CONNOR
I know. Did he hurt you?
ANGEL
Inside Out
26
ANNA
No. No, you stopped him. Thank you! Oh, god, thank you
so much!
Connor nods, then punches her in the face. The girl drops to the ground
unconscious.
CUT TO:
27 INT. MEAT PACKING PLANT— NIGHT 27
Connor drops Anna on the floor in front of Cordelia.
CORDELIA
She’s perfect. Did you get everything else?
CONNOR
Yeah.
Connor stares down at the girl, conflicted.
CORDELIA
I know what your heart is telling you, Connor, but it will
lie to you… if you let it. You have to trust me. Be sad,
mourn for her… but never forget the truth. She’s one of
them. One of the average, normal people that fill this
world. But what we’re doing will elevate her life beyond
that… and give her death meaning. Her blood for our
baby. That’s more than fair. Isn’t it?
CUT TO:
28 INT. HYPERION HOTEL— LOBBY— NIGHT 28
Skip stands in the lobby in the center of a magickal circle inscribed on the
floor by a band of reddish sand.
ANGEL
Inside Out
27
The spell envelopes him in an impenetrable energy barrier and binds him
both to the mortal plane and keeps him confined and helpless.
Angel and his crew surround Skip and watch him warily as he tests the
barrier.
SKIP
Sand of the Red Palm. A child’s trick.
GUNN
Then why don’t you come out and play?
SKIP
In time.
ANGEL
You’ll have a lot of that… after we make your
accommodations a little bit more permanent. Fred?
Fred picks up a spell book and holds it open for Skip to see.
FRED
Sphere of the Infinite Agonies. Every second, a lifetime.
Should be able to whip one up in… twenty minutes?
ANGEL
Everything you know or she starts whippin’.
Skip suddenly becomes a lot more cooperative.
SKIP
Hey, whoa. I’m just a merc. I go where the deal is and not
getting stuck in one of those? Bargain.
Angel nods to Fred who sets the book back down.
SKIP
Anybody got a cig?
ANGEL
Cordelia. Where is she?
SKIP
Hey, this is your dimension, man. You tell me.
ANGEL
The real Cordelia. Not this thing that’s been posing as her.
ANGEL
Inside Out
28
SKIP
How’d I ever get spanked by such a chump nut? That
thing which has turned your life into a burning rain of
fire— she is the real Cordelia. (beat) Or at least she’s in
there somewhere. It’s this whole thing.
GUNN
Is it Cordy or not?
SKIP
Oh, it’s her. She just ain’t drivin’.
ANGEL
Something took control of her on the higher plane?
SKIP
Drill a little deeper, hoss. How do you think she got there
in the first place?
WESLEY
You’re saying her ascension was all part of this thing’s
plan?
SKIP
(sarcastic)
No, Cordelia was chosen to become a higher being
because she’s such a pure, radiant saint. Please!
CUT TO:
29 INT. MEAT PACKING PLANT— NIGHT 29
Cordelia sits cross-legged on the floor, surrounded by a circle of candles,
signs and sigils, chanting an incantation in preparation for the blood
sacrifice.
ANGEL
Inside Out
29
She sways, eyes closed, her full concentration on conjuring the powerful
magicks involved.
CORDELIA
Vanu’esh katahn darh’im vajra’ha’esh.
Vanu’esh katahn darh’im vajra’ha’esh.
Vanu’esh katahn darh’im vajra’ha’esh.
Connor stands nearby in the doorway to the next room where Anna lies
bound and propped against the wall, still unconscious. He stares at her as
Cordelia chants, his face an expressionless mask.
Anna’s eyes suddenly snap open and she gasps when she sees Connor
kneeling over her.
CONNOR
It’s okay. I’m not going to hurt you.
ANNA
Please…
CONNOR
Brought you some water.
He holds out a bottle for her.
ANNA
I gotta get home. My mom’s gonna be so mad.
CONNOR
I’m sorry.
ANNA
I won’t tell anyone, I promise! Please, just let me go.
She starts to sob quietly and Connor watches awkwardly, not sure what
to say.
DARLA
(o.s.)
Listen…
Connor looks around at the sound of her voice, faint as if coming from a
great distance. He doesn’t see anyone else in the empty room.
CONNOR
Somebody there?
ANGEL
Inside Out
30
DARLA
(o.s.)
I’ve always been there, close to your heart. After all…
He looks over toward the dark corner of the room as DARLA materializes
out of thin air in front of him.
DARLA
…isn’t that where a mother belongs?
FADE OUT
Act III
30 INT. MEAT PACKING PLANT— NIGHT 30
Resume. Connor stares in shock at Darla, trying to come to grips with the
sudden appearance of the vampire mother he knows died giving birth to
him.
DARLA
The Powers have sent me to give you a message.
CONNOR
You can’t be my mother.
DARLA
I have her memories, her feelings. Isn’t that what makes a
person who they are?
ANNA
Let me go… please.
ANGEL
Inside Out
31
Darla looks over at Anna huddled in the corner, then walks over and
kneels next to her. Anna remains oblivious to Darla. Only Connor can see
her.
DARLA
I know that sound. The look in her eyes, the smell of fear.
I’ve nurtured it a thousand times in all the people that I’ve
murdered.
CONNOR
My mother’s dead.
DARLA
But I will always be a part of you. You shared your soul
with me once, when you were growing inside of me…
when I’d lost my own. You brought light to my shadow,
filled my heart with joy and love. I’d never felt so close to
any living thing as I did to my beautiful boy.
CONNOR
Why’d you leave me? Did you hate me that much?
Terrified, Anna watches Connor talking to the wall and starts sobbing
again.
DARLA
Baby, no. I wanted to be with you more than anything.
CONNOR
You killed yourself. I wasn’t even born yet and you—
DARLA
—did what I had to. My life for yours. I did so many
terrible things, Connor. So much destruction. So much
pain. You were the one good thing I ever did. The only
ANGEL
Inside Out
32
good thing. I’d die every day for the rest of eternity for
you… and this is how you repay me?
She looks over at the helpless young girl.
CONNOR
You don’t understand. We need her for our baby. To keep
it safe.
He says the words but he acts like even he doesn’t believe them.
DARLA
By anointing it in the blood of an innocent? You really
think that safety can be plucked from the arms of an evil
deed?
CONNOR
Good, evil… they’re just words.
DARLA
Don’t let this happen, Connor. Don’t let my death mean
nothing.
CUT TO:
31 INT. HYPERION HOTEL— LOBBY— NIGHT 31
SKIP
Do you really think it matters? I mean, nothing I tell you is
going to change what’s going to happen.
ANGEL
Cut the doom and gloom. What’s taken over Cordy?
ANGEL
Inside Out
33
SKIP
Something beyond your comprehension. To give it voice
would render your feeble brain into a quivering mass of—
ANGEL
Fred? Infinite agony.
Fred stands up with her spell book but Skip holds up his hand in
surrender.
SKIP
Okay, you got me. It doesn’t even have a name.
GUNN
Then what do you call it?
SKIP
You know, “master” or “hey”.
LORNE
Unspeakable horror. For real this time.
ANGEL
No, it doesn’t make sense. Cordy was made a higher being
because she proved herself to the Powers by bearing their
visions. This thing couldn’t—
WESLEY
Unless it maneuvered her to inherit the visions in the first
place.
SKIP
Uh-oh. Better step on it. The rubes are catching up.
ANGEL
It wasn’t just her ascension. Everything that’s happened to
Cordy in the past few years, all of it, was planned.
SKIP
You really think it stops with her, amigo? Do you have
any concept of how many lines have to intersect in order
for a thing like this to play out? How many events have to
be nudged in just the right direction? (to Lorne) Leaving
Pylea. (to Gunn) Your sister. (to Fred) Opening the wrong
book. (to Wesley) Sleeping with the enemy. Gosh, I love a
story with scope.
GUNN
No way. We make our own choices.
ANGEL
Inside Out
34
SKIP
Yeah, sure. A cheese sandwich here, when to floss… but
the big stuff, like two vampires squeezing out a kid?
ANGEL
Connor…
WESLEY
An impossible birth to make one possible.
SKIP
That’s what the kid was designed for.
LORNE
To sleep with Mother Love?
ANGEL
To create a vessel.
SKIP
Look out, the monkey’s thinking again.
ANGEL
Being inside a human makes it vulnerable, doesn’t it?
That’s why it had to stay hidden. Why it needed to create
something stronger to pour itself into.
GUNN
Wait, so the big nasty inside of Cordy is going to give birth
to itself?
SKIP
Circle of life. It’s a beautiful thing.
ANGEL
Inside Out
35
ANGEL
How do we stop it?
SKIP
Well, that’s the easy part, slick. All you gotta do is find
Cordelia and chop her head off.
ANGEL
Has to be another way.
SKIP
Sure. Stab her in the heart, kidney… a couple of pokes in
the lung.
ANGEL
A way that won’t kill Cordy in the process.
SKIP
It takes a whole lotta crammin’ to get that much sweetness
into a human. It’s in every hair, every cell, every molecule
of Cordelia’s body, and it ain’t letting go until it’s got a
brand new bag.
FRED
What happens to Cordy then?
SKIP
Drained of her life force during labor. Those contractions
are a real bitch.
ANGEL
It’ll kill her?
SKIP
Or she’ll end up a head of cabbage.
WESLEY
(to Angel)
What do you want to do?
SKIP
The only thing he can do. Kill the woman he loves and
save the world. (to Angel) Times like this, really gotta suck
being you.
ANGEL
(agonized)
How do I find her? How?
ANGEL
Inside Out
36
SKIP
Well, I’d go with a Bu’shundi ritual but you’re going to
need a sacred Hutamin paw—
LORNE
Got it.
SKIP
What?
LORNE
Cordy— the real Cordy— kept one in her desk drawer.
He walks over to Cordelia’s desk and roots through the drawers.
SKIP
Probably a knock-off. It’s not some trinket you throw in a
desk draw—
Lorne holds up a tiny furry hand with claws.
LORNE
She thought it was a back scratcher.
ANGEL
Get started.
SKIP
(nervous)
Wait! Did I say Bu-shundi? I meant Ru-shundi. It’s a whole
different…
He sees that no one’s buying it.
SKIP
Crap.
CUT TO:
32 INT. MEAT PACKING PLANT— NIGHT 32
Darla kneels next to the sobbing girl as Connor tries to convince her he’s
right.
CONNOR
They hate us because we’re special.
ANNA
I don’t hate you. Please…
ANGEL
Inside Out
37
DARLA
They’re scared because of what you’ve done, not because
of what you are.
CONNOR
They wanted to kill me when I was still inside of you!
DARLA
But that changed when they saw you, held you in their
arms, felt the warmth of your skin, the goodness in your
heart.
CONNOR
And it’ll happen again when they hold my child. (re: Anna)
It’s the only way.
DARLA
You have a choice, Connor. That is something more
precious than you’ll ever know.
CONNOR
What choice? They’re hunting us like animals!
DARLA
Because you’re acting like one. As a vampire, I killed
without mercy or remorse because I didn’t have a soul.
What’s your excuse?
CONNOR
You think I want to do this?
DARLA
Then don’t.
CONNOR
I have to.
DARLA
Why? Because she told you? There are things happening,
Connor, things that I can’t… (beat) It has to be your choice.
You can stop this.
CONNOR
(whispers)
Her blood for our baby’s… that’s fair, isn’t it?
ANNA
Please… I want to go home.
ANGEL
Inside Out
38
CONNOR
Shut up!
DARLA
This isn’t you, Connor.
CONNOR
You’ve been gone a long time, mom. How would you
know?
DARLA
Because we shared a soul. I feel the pain, the anger, the
hurt, like it were my own. But most of all, I feel the good in
you and no matter how much you’re beaten or twisted or
lied to, it’s still there, in your heart. I know it and deep
down, you know it, too.
CUT TO:
33 INT. HYPERION HOTEL— LOBBY— NIGHT 33
Fred and Gunn sit on the stairs, waiting for Lorne’s spell to finish.
FRED
What do you think he’ll do?
GUNN
What he has to, like he always does.
FRED
Will it make a difference? If we really are just pieces being
moved around a board…
GUNN
Then we’ll kick it over and start a new game. Look,
monochrome can yap all he wants about no-name’s cosmic
plan but here’s a little something I picked up rubbin’ mojos
these past couple of years: the final score can’t be rigged. I
don’t care how many players you grease, that last shot
always comes up a question mark. But here’s the thing—
you never know when you’re taking it. It could be when
you’re duking it out with the legion of doom or just
crossing the street deciding where to have brunch. So you
just treat it all like it was up to you, the world in the
balance, ’cause you never know when it is.
ANGEL
Inside Out
39
FRED
(smiles)
You been practicing that?
GUNN
(laughs)
Little bit.
Lorne enters holding a map, Wesley following.
LORNE
Hug your neighbor, kiddies. We got it.
SKIP
You’re all puppets.
Wesley points the smoking claw at him.
WESLEY
Shut up.
FRED
Where is she?
LORNE
Well, according to the scorch marks, downtown. Meatpacking
district.
ANGEL
(o.s.)
Good work.
He walks in and takes the map from Lorne, then heads for the weapons
cabinet.
ANGEL
Inside Out
40
GUNN
Let’s load up.
ANGEL
No, you’re not coming, any of you. Whatever’s taken over
Cordy, it’s still her inside. She’s still our friend. She’s still
the woman I… I won’t let you carry that. I can’t.
SKIP
Anybody got a hanky?
FRED
He’s really going to do it. He’s going to kill Cordelia.
WESLEY
He doesn’t have a choice.
Angel takes a broadsword and heads for the door.
FRED
Angel, wait!
He turns to Fred and shakes his head, then walks out, leaving the others
in stunned silence.
SKIP
Yep. That’ll go well.
CUT TO:
34 INT. MEAT PACKING PLANT— NIGHT 34
Connor leans down and reaches for Anna. She pulls back, terrified.
CONNOR
Shh… it’s okay.
ANGEL
Inside Out
41
He starts to undo the ropes around her wrist.
DARLA
You’re all right now. Everything’s going to be all right.
CORDELIA
(o.s.)
What are you doing?
Connor turns around to find Cordelia standing the doorway holding a
meat cleaver. He stands up, nervous.
CONNOR
Nothing. I…
CORDELIA
It’s time. Take her in the other room.
Connor hesitates.
DARLA
Listen to your heart.
CONNOR
(to Cordelia)
She didn’t do anything. We should let her go.
CORDELIA
No, we shouldn’t. We need her, Connor. Our baby—
CONNOR
Shouldn’t be anointed with innocent blood.
CORDELIA
Anointed? Who’s been filling your head with big confusing
words?
CONNOR
Just been thinking about it.
CORDELIA
Or maybe… a little birdy’s been pecking at you behind my
back.
DARLA
(to Connor)
She’ll lie to you.
ANGEL
Inside Out
42
CORDELIA
You know how much they love to use the magick,
Connor. A spell for this, a spell for that…
DARLA
Close her out, baby.
CORDELIA
Whatever you’re hearing, whatever you think you’re
seeing, it’s a trick.
DARLA
Don’t let her in.
CORDELIA
It’s Angel.
Darla sees Connor is wavering again, coming over to Cordelia’s side.
DARLA
No.
CORDELIA
Trying to turn you against me with a cheap vision of…
Darla.
She smiles and looks over at Darla for the first time.
Connor looks at Cordelia, amazed.
CONNOR
You can see her?
Darla and Cordelia both vie for Connor’s allegiance.
ANGEL
Inside Out
43
CORDELIA
I see the lies.
DARLA
Connor, listen to me.
CORDELIA
It’s not her.
DARLA
You have to let her go.
CORDELIA
It’s your father. This is how much he hates you.
DARLA
I love you. Please…
CORDELIA
Torturing you with this sad imitation of your dead mother!
DARLA
Don’t let her do this.
CORDELIA
Are you going to let them do this to us? Are you going to
let them kill our baby?
DARLA
Connor, listen to me!
Connor is near tears, torn between the two sides. He finally shakes his
head, gives up and rounds on Darla.
CONNOR
You are not my mother!
He bends down and yanks Anna up by the ropes around her hands and
drags her out into the next room. Cordelia follows with the meat cleaver,
a satisfied smile on her face.
He drops Anna next to Cordelia’s magick circle. As Cordelia raises the
cleaver to strike, the girl looks up at Connor but it’s not the girl any
more— it’s Darla. She looks at Connor, her eyes pleading.
DARLA
Please… don’t do this, Connor. Don’t—
ANGEL
Inside Out
44
Cordelia brings the cleaver down and buries it in Anna’s neck, killing her
instantly. A bright spray of blood shoots up and hits Connor in the face.
Horrified, he looks over at Cordelia, who is also covered in blood. She
merely smiles at him.
CORDELIA
There. That wasn’t so hard, was it?
FADE OUT
Act IV
35 INT. MEAT PACKING PLANT— NIGHT 35
Resume. Connor stares down at the body. From his point of view, it’s still
Darla; a pool of blood gathers beneath his mother’s body as her eyes stare
sightlessly up at him, accusing.
Cordelia lies on a pile of rags in the center of the ritual circle, her labor
pains causing her to writhe and gasp.
CORDELIA
Connor… we have to do this… while it’s fresh.
Connor looks back down and now it’s just Anna whose dead eyes stare
back at him. He hesitates a moment, then leans down and places his palm
in the pool of blood.
CORDELIA
(chants)
Vanu’esh katahn darh’im vajra’ha’esh.
Vanu’esh katahn darh’im vajra’ha’esh.
Do it, Connor. Do it now. Do it now.
ANGEL
Inside Out
45
He walks over to Cordelia and presses his hand against her straining
belly, leaving a bloody handprint on her skin. The blood immediately
sinks into her, absorbed by her body, and disappears.
Cordelia shrieks in pain and the entire building shakes as an earthquake
rocks the city.
CUT TO:
36 INT. HYPERION HOTEL— LOBBY— NIGHT 36
Wesley runs out of the office as the hotel shakes all around him, pieces of
the ceiling break off and crash to the floor.
GUNN
Fred!
The floor beneath them lurches violently, knocking them all off their feet.
Everyone except for Skip who stands perfectly calm inside the magick
circle.
FRED
What’s happening?
Another piece of mortar breaks free from the ceiling and shatters on the
red sand marking the circle on the floor, scattering it and breaking the
spell.
SKIP
End of the world, cupcake.
He steps out of the circle and looms over Fred.
SKIP
For you.
ANGEL
Inside Out
46
CUT TO:
37 INT. MEAT PACKING PLANT— NIGHT 37
Cordelia screams in agony again and Connor kneels down beside her,
frightened.
CONNOR
Cordy! Something’s wrong. We have to stop it.
Cordelia laughs hysterically through her pain.
CORDELIA
No! It’s coming. It’s coming, the beginning of a new world.
ANGEL
(o.s.)
Or not.
Connor whirls around to find Angel standing behind him, broadsword in
hand.
CUT TO:
38 INT. HYPERION HOTEL— LOBBY— NIGHT 38
Skip hurls Gunn across the room and over the counter where he lands in a
crumpled heap next to an unconscious Lorne.
SKIP
(laughs)
What a bunch of pantywaists.
He turns back to Fred who crawls desperately across the lobby, trying to
get away. Wesley runs up behind Skip and swings an axe. The metal blade
glances harmlessly off the demon’s back with a ringing clang. Skip
casually backhands Wesley and he flies across the room and slams into the
wall.
SKIP
You can’t stop little old Skipper. (re: earthquake) You really
think you got a chance against that?
CUT TO:
39 INT. MEAT PACKING PLANT— NIGHT 39
Angel and Connor face off.
ANGEL
Inside Out
47
ANGEL
She lied to you, Connor.
CORDELIA
Don’t listen!
ANGEL
To all of us. That’s not Cordelia.
CONNOR
Leave us alone!
He charges Angel and tackles him.
CORDELIA
Kill him! Kill him, Connor!
They trade blows and Angel throws Connor headfirst into a supply shelf.
CUT TO:
40 INT. HYPERION HOTEL— LOBBY— NIGHT 40
Skip towers over Fred, menacing her. Fred’s face is bruised and bleeding.
SKIP
What was that you were saying before?
He leans down and seizes her by the throat, lifting her up off the ground.
SKIP
Something about infinite agony?
He suddenly drops her as Gunn attacks, hacking away at Skip with a
sword. The blows merely annoy the demon, however, and he backhands
Gunn across the room.
SKIP
You mind? I’m trying to work here.
Before he can turn back to Fred, Wesley leaps up from behind the sofa, a
.45 semi-auto pistol in his hand. He fires shot after shot, the bullets
pinging off Skip’s impenetrable armor and arcing around the lobby,
shattering lamps and windows. Wesley’s last round ricochets back directly
at him and strikes the gun, knocking it from his hand.
SKIP
Do those things ever work? I mean, really.
ANGEL
Inside Out
48
As Skip turns back to Fred, Wesley notices the hole in the side of his head
where Angel ripped off his horn. He dives for the gun, picks it up and
fires. The bullet finds its mark and burrows into Skip’s brain. The demon’s
eyes go wide in shocked surprise for a brief second, then glaze over.
SKIP
Well, that ain’t right.
He topples over dead in front of Fred.
CUT TO:
41 INT. MEAT PACKING PLANT— NIGHT 41
Connor kicks Angel backward into the wall and Angel counterattacks
with a series of blows.
ANGEL
You think I want to do this? I don’t have a choice!
He throws Connor into the wall, then turns and grabs his sword off the
floor. He goes over to Cordelia and stands over her, sword raised. She
glares balefully up at him, helpless to stop him.
ANGEL
I’m so sorry.
As Connor struggles to his feet and runs across the room to stop him,
Angel brings the sword down in an arc toward Cordelia’s neck.
But before the blade finds its mark, Cordelia’s belly suddenly explodes in
a brilliant white light that knocks both Angel and Connor off their feet.
The light expands and fills the room. Within the brilliance, a glowing
tentacled creature writhes and squirms before coalescing into the form of
a fully-grown dark-skinned adult woman.
ANGEL
Inside Out
49
Cordelia’s eyes slip shut and she lets out a long agonized breath. Then her
head slumps to the side and she lies still.
Angel stares at the woman in shock, then grabs his sword and charges
her. Before he can strike, he suddenly comes to a halt and stares at
JASMINE in awe and wonder. He lowers the sword and drops to his knees
before her.
ANGEL
Oh, my god…
Connor takes one look at Jasmine and kneels as well, both of them staring
at her, enraptured.
ANGEL
You’re beautiful.
Jasmine smiles lovingly at him.
JASMINE
Angel…
FADE TO BLACK
END