Written by Douglas Petrie
Directed by Nick Marck
Episode 7.02
Original Airdate October 1, 2002

CAST
Buffy Anne Summers SARAH MICHELLE GELLAR
Willow Rosenberg ALYSON HANNIGAN
Xander Harris NICHOLAS BRENDON
Dawn Summers MICHELLE TRACHTENBERG
Spike JAMES MARSTERS
Anyanka EMMA CAULFIELD
Rupert Giles ANTHONY STEWART HEAD
Principal Robin Wood D.B. WOODSIDE
Nancy KAARINA AUFRANC
Young Woman BENITA KRISTA NALL
Ronnie JACK SUNDMACHER
Punk Girl TESS HALL



Prologue
INT. FRANKFURT, GERMANY— NIGHT CLUB— NIGHT 1

A beautiful teenage GIRL dressed in black leather with candy-apple red hair runs
desperately through the deserted hallways of the office building over the bustling
night club. She is pursued by several men in dark cloaks, their faces obscured by
hoods.

The girl enters a stairwell and takes the stairs down. She emerges on a rooftop
patio and quickly drops over the side, scaling the wall and landing right outside the
rear door of the club.

She runs to the heavy metal door and drags it open, relieved at the sight of all the
people around her. Before she can even get her bearings, more cloaked men charge
her from inside the club and push her back outside, closing the door and sealing the
girl off from the safety of the crowd.

They throw her up against the wall and she fights back, afraid but courageous. She
kicks one in the gut and elbows the other before being knocked to the ground by a
vicious blow to the head. One of the robed figures pulls a ceremonial knife and
brings it down but the girl blocks the blow only to be vicious stabbed by the
second hooded man. She cries out in pain as her life starts to slip away.
As her eyes glaze over and death claims her, she speaks in a deep and resonating
voice.

GIRL
From beneath you… it devours..

SMASH CUT TO:
INT. SUMMERS HOME— BUFFY’S ROOM— NIGHT 2

BUFFY screams as DAWN shakes her awake.
DAWN
Buffy! Buffy!
Buffy wakes and looks around, confused.
BUFFY
I heard screaming.
DAWN
That was you.
BUFFY
There was a girl.
DAWN
That would be me.
BUFFY
No, it was…
DAWN
Just a dream. It was just a dream, right?
BUFFY
“From beneath you, it devours.” That’s what she said and then
they….
Buffy looks out the window into the night.
BUFFY
There’s more like her, Dawn. Out there, somewhere… and
they’re going to die.

CUT TO:
EXT. SUNNYDALE— RESIDENTIAL STREET— NIGHT 3

The street is peaceful, the night calm. Suddenly the ground starts to rumble and
shake. Rocks tumble and dirt shoots up from beneath the underbrush as a wave
passes along the ground. It cuts across the lawn of one of the houses and out into
the street, pushing up concrete and asphalt as it goes. Something huge is
burrowing beneath the streets of Sunnydale.

Opening credit sequence.

Act I

INT. SUNNYDALE HIGH— BASEMENT— DAY 5

A rat squeals as it crawls about searching for a morsel of food in the dank
basement. SPIKE peeks out from behind a row of filing cabinets. He stares at the
rat intently, then crawls slowly forward.
SPIKE
No, no, no. Now is not the time. You know it. I know it. But
making them understand… is a totally different matter. No
manners is the problem. Proper breeding… lack of etiquette. All
of it lacking. All of it lost on them.
He stops creeping up on the rat and looks around warily as the ground beneath
him begins to shake. He stands up and looks around, panicked.
SPIKE
Not the time. Not hardly ready. Stop! Please, mum! Begging
now… make it stop! Oh, god.
The trembling becomes a violent shaking, sending the rat scurrying for cover.
Spike claps his hands to his ears and screams in agony.

CUT TO:
INT. XANDER’S CAR— DAY 6

On their way to school, Dawn smiles brightly at Buffy and XANDER.
DAWN
Could you die? ’Cause seriously, speaking for everybody who
are me in the car right now, we’re very excited.
BUFFY
Well, I’m glad for all of you, then.
DAWN
I mean, it’s just so cool. You’re coming to school with me. You’ll
be like there the whole time. (beat) You understand you cannot
talk to me, look at me or hang out with any of my friends, right?
BUFFY
I doubt we’ll even see each other. Assuming I even half-understand
my fuzzy job description.
DAWN
It’s not fuzzy. You’re what? Dealing with troubled kids?
XANDER
At a spankin’ new Hellmouth High. Please… outside of drugs
and violence and unwanted pregnancy and… the unleashing of
hordes of Armageddon that comes pouring out of the school’s
foundation every now and then, what trouble could these kids
have?
BUFFY
Guess I’ll find out.
XANDER
Those kids are damned lucky having a Slayer and a friend on
campus there for them. I hope they appreciate it. I know I did.
(smiles) Days gone by, huh?
DAWN
I thought you hated Sunnydale?
XANDER
Yes and no. With an emphasis on the yes. But at least then I was
dating.
BUFFY
You could be dating now.
XANDER
I don’t know what’s not clicking for me right now.
BUFFY
Well, there’s that thing with Anya.
XANDER
The leaving her at the altar thing?
BUFFY
Yeah, that one. It’s not something you just bounce right back
from.
XANDER
Sure it is. She bounced back to being a vengeance demon and I
bounced back to being a dateless nerd.
DAWN
Do you guys talk at all?
XANDER
I’ve seen her at the Bronze a couple of times. I guess there’s a lot
of scorned women there making vengeance wishes on their exes..Buffy the Vampire Slayer
Beneath You
8
BUFFY
(mock Southern accent)
That’s where I go to get my scorn on.
DAWN
You guys really need to ease up on the whole “dating demons”
thing.
BUFFY
Hello, I’m sorry… wasn’t that you having the smoochathon with
teen vampire last Halloween?
DAWN
See? This is why I don’t want you talking to my friends!

CUT TO:
SUNNYDALE HIGH— ADMIN OFFICES— DAY 7

Buffy enters with Principal WOOD. He’s showing her to her new work area.
WOOD
We’ll sort of feel our way around. Some students will be sent to
you and others, I’m hoping, will start to come in on their own.
BUFFY
What if they don’t? Should I panic?
WOOD
You’ll be surprised, Buffy. You’re the youngest and… least
stuffy member of this faculty. I think the students are going to
want to come in and talk to you and when they do, don’t
evaluate them. Just listen. They need to feel like there’s someone
around here who actually understand them.
BUFFY
(smiles)
Can I give detention?
WOOD
Okay by me. A little authority can be a wonderful thing. Just
remember that while you are here to help, you’re not here to be
their friend. Trust me, you open that door and these students will
eat you alive..
BUFFY
You heard about Principal Flutie, right?
WOOD
Hmm?
BUFFY
Forget it.
The bell rings.
WOOD
Okay, then. And Buffy? Relax. There’s only three things these
kids understand: the boot, the bat and the bastinada. (off her
look) It’s… it’s a bad joke. It’s the bastinada… no one ever
knows what that thing is.
BUFFY
A wooden rod used to slap the soles of the feet in Turkish
prisons but if made with the correct wood, makes an awesome
billy club.
WOOD
(smiles)
I think you’re going to fit in just fine. Is there something else?
BUFFY
Yeah, there’s one more thing. I was just curious… not that I’m
not grateful or anything but I guess I was wondering why I—.
WOOD
Have this job?
BUFFY
I still haven’t finished college.
WOOD
I know.
BUFFY
Was it my sparkling personality? Or maybe you enjoyed my
work at the Doublemeat Palace?
WOOD
I’m a vegetarian. These students need someone around here who
understands them. I need someone who understands these
students. Why? Is there something about you I don’t know that
maybe I should?
BUFFY
Nothing I can think of.
The door opens and a teacher leads in several surly-looking students.
WOOD
If you’ll excuse me. First catch of the day. I’ll be in my office if
you need me.
BUFFY
I’m just gonna have a look around. Get to know the place. (to
herself) Make sure it’s all… school-like.

CUT TO:
INT. SUNNYDALE HIGH— BASEMENT— DAY 8

Buffy makes her way down to the basement of the school and cautiously makes
her way through the shadows. She calls out into the darkness.
BUFFY
Spike!
The door slams behind her and she turns.
BUFFY
Spike?

CUT TO:
WESTBURY, ENGLAND— DAY 9

WILLOW sits in the doorway watching the rain fall across the green English
countryside. GILES approaches from behind.
GILES
The taxi’s here.
WILLOW
I know.
GILES
And in keeping with quaint old British tradition, you would now
be expected to get into it.
WILLOW
I don’t know if I can. Giles, I’m not done here.
GILES
That’s your fear talking.
WILLOW
Yes, and my fear is being an obnoxious blabbermouth. You’re the
one that keeps telling me to trust my instincts..
GILES
True.
WILLOW
So? Shouldn’t we be listening? I don’t want to go back home just
so I can screw up again. Why don’t I stay? Not forever. Just long
enough to, I don’t know… make my fear shut up a little, maybe?
A horn honks impatiently in the distance.
GILES
It’s possible but… try to be very specific. What exactly are you
afraid of?
WILLOW
Well, for starters, the Hellmouth’s getting all rumbly again. And
now I know it’s got teeth. And are those literal teeth? ’Cause I
don’t know if I can handle it. And what if I can handle it? Does
that mean I have to be a bigger, badder bad-ass than the source of
all badness? And what if I give up all this control stuff and I go
all veiny and homicidal again? And what if—
GILES
They won’t take you back?
WILLOW
Uh-huh.
GILES
Willow, we could spend another two years here training and
practicing and learning to hone your powers and still there’d be
no way of knowing for sure that the friends you left behind
you… are still your friends.
WILLOW
Well, sure. I mean, if you put it that way, duh.
GILES
I’d love to offer you some guarantee that you’ll be welcomed
back to Sunnydale with open arms but I can’t. You may not be
wanted. But you will be needed.
WILLOW
Is that all ya got?
GILES
For the moment, yes..
WILLOW
Okay. Guess I’d better…
She stands up and Giles gathers her things for her.
GILES
Trust yourself and the others might follow.

CUT TO:
SUNNYDALE— RESIDENTIAL STREET— NIGHT 10

NANCY, pretty young brunette woman walks her small dog down the street. It
stops on the sidewalk and growls nervously.
NANCY
Rocky? Come on. Do your business so I can go home. (sighs) I
could have gotten a cat but no…
She turns her back on the dog and stares up into the sky while she waits for it to
relieve itself. Suddenly the leash jerks violently in her hand and she turns to find
the dog gone, the leash leading into a hole in the sidewalk. Before she even realizes
what has happened, the leash goes taut once again and yanks her off her feet,
dragging her toward the hole and whatever lies beneath.
At the edge of the hole, the sidewalk erupts in front of her and she screams at the
sight of the roaring creature. She leaps to her feet and runs for her life in the other
direction, directly into Xander.
XANDER
Umm… hello?

CUT TO:
SUMMERS HOME— LIVING ROOM— NIGHT 11

Buffy, Dawn and Xander tend to Nancy’s scrapes while she explains what
happened to her.
NANCY
And whatever it was, it was big and strong. Stronger than… I
mean, I don’t know how it’s possible. You hear things in this
town, living here in Sunnydale, but nobody actually believes
them. You’d have to be crazy and… you guys think that I’m
crazy, don’t you?.
XANDER
I don’t.
BUFFY
We’ve seen things, too, Nancy.
XANDER
And we’re going to take care of this. It’s is your lucky night.
Considering that your dog just got all ate up and stuff. (beat)
Hey, can I freshen up your tea?
NANCY
No, that’s okay. Thanks.
Xander winces at his own stupidity.
DAWN
So you say this thing just came up out of the ground? I mean,
without any warnings or signs or anything?
NANCY
Just this kind of rumbling. You know, like just before an
earthquake?
BUFFY
From beneath you, it devours..
NANCY
What?
BUFFY
Nothing.
DAWN
Nothing good.
XANDER
It’s sounding monsterific, all right.
DAWN
Should we round up the gang?
XANDER
Good thinking, except… this is the gang.
BUFFY
Look, Nancy, we’re going to get into this. And I promise you, if
you’re dog is alive, we’ll find him. The only thing that I need is a
little—
SPIKE
What you need is help.
Everyone turns to find SPIKE standing in the doorway.
SPIKE
Fortunately, you’ve got me.
FADE OUT

Act II

SUMMERS HOME— LIVING ROOM— NIGHT 12

Resume.
BUFFY
Spike.
NANCY
Who’s that?
DAWN
He’s… it’s Buffy’s…
XANDER
Ex.
NANCY
And I’m thinking it’s a little more complicated than just that.
XANDER
Always is.
BUFFY
(to Spike)
You’ve changed.
SPIKE
I have.
BUFFY
New clothing, better hair. Not so much with the crazy— I like it.
Now what do you want?
SPIKE
Easy. If you think I like putting myself here, surrounded by
people who don’t particularly like me, you’d be wrong.
Xander stands up..
XANDER
If you’re uncomfortable, we can make you leave.
SPIKE
I’ll be quick. (to Buffy) We need to talk. You want to do that here
or privately?
XANDER
I’m thinking here. In the company of good friends and pointy
weapons.
BUFFY
(to Spike)
You said something about quick?
SPIKE
I did. Before I start, and for the record, last you saw me, I was a
mess. Out of my head. Admitted. Last week, living in the school
basement, well, you saw me.
Xander and Dawn look over at Buffy, shocked.
DAWN
You did?
BUFFY
Guys, just a second, okay. Yes, I saw Spike, I just—
DAWN
What? You just forgot to mention it?
BUFFY
Things were insane in the basement. I saved your life. We can
discuss this later.
DAWN
(sullen)
Sure.
XANDER
Whatever you want.
DAWN
Right. Because that seems to be the only time you let us in,
Buffy. Whenever you want.
SPIKE
Now, in fairness to Buffy—
XANDER
Shut up, Spike!
BUFFY
(sighs)
Okay. Guys. Give us a second.
She follows Spike into the foyer.
INT. SUMMERS HOME— FOYER— NIGHT 13
BUFFY
Do not start by saying you’re sorry.
SPIKE
I didn’t come here to atone.
BUFFY
Then what the hell do you want?
SPIKE
Only to help you.
BUFFY
Help me what?
SPIKE
I was hoping you’d tell me. You’re the Slayer, connected to the
visions, long line of worthies, right? I’m just a guy with his ear to
the ground but even I can feel it. Something’s coming. I don’t
know what, exactly, but something’s brewing and it’s so big, ugly
and damned, it makes you and me look like little bitty puzzle
pieces. If I’m wrong, say so. Lovely. No hard feelings. I’ll go out
that door and you can lock it behind me with any spell you like.
So… am I wrong?
BUFFY
Everything about you is wrong, Spike. But something is coming.
SPIKE
You’re gonna need some help.
BUFFY
Since when did you become the champion of the people?
SPIKE
I didn’t. I’m just a guy who can lend a hand if you’ll let me.
Ball’s in your court, Slayer.

CUT TO:
SUMMERS HOME— LIVING ROOM— NIGHT 14

Buffy and Spike re-join the others.
BUFFY
Okay, we’re gonna split. Two pairs. Whatever this creature is,
it’s burrowing through solid ground. That means a strength and
power that we don’t usually deal with but we may have to get
used to now that the Hellmouth is getting all perky.
She slips on her coat and opens up the weapons chest.
NANCY
(sotto; to Xander)
Shouldn’t we call the police or something?
XANDER
And tell them?
NANCY
I’ll stop interrupting.
BUFFY
Xander, take Nancy home. Drive, don’t walk, and try not to stop
till you get there.
XANDER
Understood.
NANCY
Is your girlfriend always this commanding?
XANDER
Who?
Nancy points at Buffy.
XANDER
Buffy? Oh, no, no! I mean, she’s a girl and she’s a friend but
she’s not my girlfriend..
DAWN
Xander… little drool.
She mimes wiping her chin and Xander grins sheepishly.
BUFFY
Spike and I will check out the scene.
XANDER
Okay, in the biggest way I am not loving this plan. I’m not loving
Spike. (sotto) He tried to rape you.
BUFFY
And he failed. I know I can take him. Xander, take Nancy home.
Spike and I will patrol.
DAWN
I’m command central so everybody check in with me. (beat)
Okay, I’ll be here doing my homework but the other one sounded
cooler.
BUFFY
Be safe. (to Spike) Let’s go.
She heads out and he follows.
SPIKE
Righty-o, then.
DAWN
Spike?
He stops and turns to her.
DAWN
You sleep, right? (off his look) You, vampires… you sleep?
SPIKE
Yeah, what’s your point, niblet?
DAWN
Well, I can’t take you in a fight or anything, even with a chip in
your head. But you do sleep. If you hurt my sister at all… touch
her… you’re going to wake up on fire.
Dawn’s eyes go cold and Spike stands speechless..

CUT TO:
SUNNYDALE— RESIDENTIAL STREETS— NIGHT 15

Spike and Buffy walk with flashlights, looking for the place where Nancy was
attacked.
SPIKE
You’re awfully quiet.
BUFFY
Wouldn’t know what to say.
SPIKE
Fine with me. I was more than half-expecting to get an earful
anyway. And when exactly did your sister get unbelievably
scary?
BUFFY
What are you doing?
SPIKE
What? I told you once, straight up, I’m here to help and that’s
all. (points flashlight at hole) Think this here’s our spot?
BUFFY
How’d you guess?
SPIKE
I don’t fancy sticking my head in there.
BUFFY
But if something bites it off, that’d be a clue.
Spike shoots her a look, then kneels down and starts clearing away the debris.
BUFFY
So what happened to you?
SPIKE
Well, you saw me. Those ghostly types in the school basement
got in my head. Made me flat-out bug-shagging crazy… and I’m
not exactly bragging about it but they were stronger than I was.
Made me see things. Do things. And how come you never told
anyone you saw me?
BUFFY
I don’t know. I guess… I was partly hoping you were some kind
of mirage.
SPIKE
Sorry to disappoint.
BUFFY
Not your fault.
SPIKE
Hold the torch, will you?
He hands her the flashlight and when Buffy’s fingers touch his, she flashes back to
the night he attacked her.
BUFFY
Look, this… us working together, it’s not a way for us to get
back together if that’s what you want.
SPIKE
It’s not. Look, I can’t blame you for being all skittish.
BUFFY
Skittish? That’s not a word I would use for it. You tried to rape
me. I don’t have the words.
SPIKE
Neither do I. I can’t say “sorry”. I can’t use “forgive me”. All I
can say is, Buffy, I’ve changed.
BUFFY
I believe you.
SPIKE
Well, that’s something.
BUFFY
I just don’t know what you’ve changed into. You come back to
town, you make with the big surprises… twice. I don’t know
what your game is, Spike, but I know there’s something you’re
not telling me.
SPIKE
You’re right. There is. But we’re not best friends anymore so too
bad for me. I’m not sharing. We’ve been through things. The end
of the world and back. Now I can be useful ’cause, honestly, I’ve
got nothing better to do. Make use of me if you want. (re: hole)
And there’s nothing here. Just a bit of slime, mounds of displaced
dirt and such. Whatever our beastie is, he’s gone.
Spike walks off into the night. After a moment, Buffy sighs and follows him.

CUT TO:
NANCY’S APARTMENT BUILDING— NIGHT 16

Xander and Nancy enter the foyer of her apartment building.
NANCY
I still can’t believe all this is happening. I mean, even with this
town’s reputation for, you know, unexplained weirdness.
XANDER
Right. Sunnydale— come for the food, stay for the
dismemberment.
NANCY
There’s good food? (smiles) Well, thanks. (beat) And that’s a
couple of levels of lameness right there, me saying thanks after
everything you’ve done for me tonight.
XANDER
Well, you could slip me a twenty but then I’d have to act all
offended..
NANCY
(laughs)
Got it. So… do you think I might, instead, give you a call
sometime?
XANDER
(nervous)
Just to check in?
NANCY
No, actually, I’m hitting on you.
XANDER
Even better. I’m very listed.
NANCY
And I’m really pushy so that works out well, then.
Awkward beat. She finally turns and heads for the stairs.
NANCY
Good night.
Xander hesitates then stops her but before he can say anything, the building starts
to vibrate and a loud rumbling fills the foyer. The lights flicker and dim.
XANDER
Nancy… I just got a swell idea. Run!
The front door shatters and the brick tile shoots up into the air as something
massive burrows toward them beneath the hallway floor. Xander and Nancy race
for the stairs at the opposite end and leap to the top just as a monstrous worm
rises up, its teeth snapping at their heels. They stare in horror at it as it roars at
them before finally disappearing back beneath the ground..
XANDER
Are you okay?
NANCY
(gasping)
I just…
XANDER
Dumb question. Are you injured, are you hurt?
NANCY
I don’t think so. I just… I don’t think that I can take any more of
this.
XANDER
Two attacks in the same night. I’m starting to think it’s not
coincidence.
NANCY
Oh, sure. Why not? A monster trying to kill me. It’s just the
thing that was missing to make my life absolutely perfect. Ronnie
would love this.
XANDER
Right. Who’s Ronnie?
NANCY
Oh. Only my psycho ex-boyfriend that I’ve been trying to get rid
of for the past few weeks. I almost prefer the monster. Ronnie
was… trouble.
XANDER
Uh-huh. And I’m just curious… was this Ronnie guy a
borrowing-money kind of trouble or was he a raising-demon
trouble kinda guy?
NANCY
(taken aback)
Ronnie? He couldn’t… he just… he was an abusive bastard is the
catchy headline. And he’d just show up, even after… (beat) You
know the feeling that you get when your ex is constantly ruining
every part of your life and it just doesn’t stop?
XANDER
(nods)
Yes..
NANCY
And you get so tired of feeling helpless that all you can do is just
wish that it would stop?
Xander’s eyes go wide with realization.
XANDER
Wish?

CUT TO:
THE BRONZE— NIGHT 17

ANYANKA sits with a pretty young WOMAN, listening as she tells her tale of
betrayal.
WOMAN
And it’s not just the fact that he cheated. It’s the way he cheated,
you know? I mean we could have talked. I could have handled it.
ANYANKA
Uh-huh. I get it. Go on.
WOMAN
You know what he is? He’s spineless. Yeah, that’s it, he’s like
this spineless little pig. And you know what I wish?
ANYANKA
God, do I want to!.
FADE OUT

Act III

THE BRONZE— NIGHT 18
Resume.
ANYANKA
You were saying?
WOMAN
Umm… I want more quesadillas?
ANYANKA
Before that.
WOMAN
A margarita?
ANYANKA
After that.
WOMAN
Oh, yeah, God, my boyfriend’s spineless. He should just… you
know, he should just be spineless for real.
ANYANKA
No spine! Got it. I can do that.
WOMAN
(confused)
What do you mean?
ANYANKA
See honey, what I’m driving this towards here is sometimes don’t
you just wish that— (sees Xander enter) Oh, penis.
Xander approaches her table along with Nancy, Buffy and Spike.
XANDER
(to Nancy)
Is this the one you talked to?
Nancy nods and Anyanka gives the young woman at her table a placating smile..
ANYANKA
I’ll tell you what, why don’t we put a pin in it? Why don’t you
go get yourself a drink and we’ll pick it up in a few.
Confused, the woman gets up and heads for the bar.
ANYANKA
(annoyed)
You guys, I am working here.
Buffy lays her sword down on the table in front of Anyanka.
BUFFY
We noticed.
SPIKE
That’s why we’re here.
XANDER
Right. Did you turn this nice lady’s ex into a giant worm
monster?
ANYANKA
(laughs)
Yes.
NANCY
No way! Are you saying that that thing was Ronnie?
ANYANKA
You wish it, I dish it. I thought we were clear on this. I didn’t
think you were gonna go all narc on me.
BUFFY
(to Nancy)
You wished your ex was a worm?
NANCY
We were just talking.
XANDER
Anya has a way of making things happen.
ANYANKA
I had a quota, the guy had it coming. What’s the big?
NANCY
I think I’m going to be sick..
BUFFY
Anya, that thing you created burst through solid pavement and
ate her dog.
Anyanka is horrified.
ANYANKA
Oh, puppy!
XANDER
Wait! That gets your sad noise? People’s lives are in danger and
you give it up for the Yorkie?
ANYANKA
You never understood me, Xander.
NANCY
Xander, who is this woman?
XANDER
Anya? She’s… Anya. My ex.
NANCY
Oh.
ANYANKA
Hey, nobody’s bragging here!
She gets up and starts to leave but Spike grabs her.
ANYANKA
Hey! Hands off the merchandise, Spike. You don’t get to go there
again.
SPIKE
Please… I’ve already forgotten about our little time together.
NANCY
I thought you were Xander’s ex-girlfriend?
ANYANKA
I am.
NANCY
But you and Spike?
ANYANKA
Had a thing.
SPIKE
Didn’t last.
NANCY
But weren’t you Buffy’s…
SPIKE
Briefly.
BUFFY
Never serious.
NANCY
Is there anyone here who hasn’t slept together?
Xander and Spike exchange a look.
ANYANKA
Look, at least we’re all bipeds which is more than I can say for
Ronnie the Worm Boy.
BUFFY
Okay, guys, can we focus here for just a second? Anya, this
Ronnie, okay, he wasn’t a worm. Worms are like this big. (holds
her fingers apart) This thing was like—
SPIKE
A Sluggoth demon. (to Anyanka) Am I right?
ANYANKA
(sighs)
Maybe.
NANCY
Wait. I didn’t wish for that. I mean, I don’t even know what this
whatchamacallit demon thing is.
SPIKE
Sluggoth demon. It’s a very large, very nasty, natural predator
who died around the Crusades.
ANYANKA
Same phylum. It’s not cheating. I just embellished..
XANDER
Well, you can un-embellish now.
ANYANKA
Bite me, Harris! I have rules to work with. Vengeance demon
codes of conduct, which you’ll never understand because you’re
all still so… human.
SPIKE
I’m not. I’m a demon. Just like yourself, Anya. Now you’re
gonna turn this spell around like a good little vengeance demon or
I— (off her look) What?
ANYANKA
Oh, my god…
SPIKE
What are you staring at?
ANYANKA
Oh, my god!
SPIKE
(nervous)
Right. Let’s go.
He abruptly turns to leave but Anyanka grabs his arm and stops him.
ANYANKA
How did you do it?
BUFFY
Spike, what is she talking about?
ANYANKA
I can see you.
SPIKE
Nothing. Let’s go. Got some worm-hunting to do.
ANYANKA
How did you do it?
SPIKE
Shut up!
ANYANKA
This shouldn’t be possible!.
SPIKE
Shut your mouth!
ANYANKA
I mean, how did you get it?
SPIKE
I said you shut up!
He punches her in the face, sending her reeling to the floor. Nancy has had enough.
She does a quick fade and ducks out the front door.
Spike stands over Anyanka and punches her again. She backhands him and sends
him flying 30 feet across the room where he lands on the pool table.
Anyanka stands up, her face the face of a demon and glares at Spike.
ANYANKA
I am so gonna kick your ass.
Spike leaps off the table and confronts her.
SPIKE
Right, bitch. Round and round we—
Buffy grabs him and spins him around to find his face has also transformed, his
demon risen to the surface..
BUFFY
You haven’t changed, Spike.
She decks him and he decks her back. She pauses for a moment, then pounds him
backward, one brutal blow after another.
SPIKE
Working out some personal issues, are we?
More punches and kicks.
SPIKE
Hey, I guess this’ll be first contact since… you know when. Oh,
up for another round in the balcony, then?
Buffy knocks him to the floor. He stands up, chuckling.
SPIKE
Right you are, luv. I haven’t changed. Not a lick. And watching
your face, trying to figure me out was absolutely delicious.
XANDER
Buffy!
BUFFY
Not now, Xander!
XANDER
Nancy. She’s gone and out there all alone. She’s worm-bait.
BUFFY
(frustrated)
I’ll go find her. You stay with Anya. Get her to reverse that
spell.
With a final glare at Spike, she turns and runs out.
SPIKE
Hey, is that it? A little touchy-feely and you’re off to the
Batpoles?

CUT TO:
SUNNYDALE— BUSINESS DISTRICT— NIGHT 19

Nancy walks quickly down the street, away from the Bronze, mumbling to
herself.
NANCY
Freaks! Why do I always surround myself with freaks?
She stops in the street as a familiar rumbling grows around her. She turns to find
the pavement buckling upward as her ex-boyfriend-turned-worm tunnels toward
her.
NANCY
Oh, god…
She runs down the street, trying doors along the way but they are all locked.
NANCY
Help! Somebody help me!
She turns down an alley, the creature right at her heels. She leaps up onto some
stacked crates and clings to a fire escape ladder attached to the side of a building.
The line of buckled pavement suddenly comes to a halt directly beneath her. She
lets out a deep breath, relieved.
Then the building shudders violently as the worm slams into the foundation
beneath the pavement. Nancy quickly tries to climb further up the ladder but the
blows to the building jar it loose from its anchors and it swings off and away from
the side of the building, leaving Nancy dangling precariously 20 feet above the
ground.
NANCY
Help! Help me!
Running across the rooftops nearby, Buffy stops when she hears Nancy’s scream.
She zeroes in on the source, then sprints off to help. Moments later, Spike
follows her.

CUT TO:
THE BRONZE— NIGHT 20

Anyanka sullenly stares at Xander across the table.
ANYANKA
What do you want me to do?
XANDER
Reverse the spell.
ANYANKA
It’s not that easy, Xander.
XANDER
You can do it.
ANYANKA
Yeah, sure, the spell part. What about me? I’m in enough trouble
as it is. Halfrek’s all over my case. D’Hoffryn is not pleased with
my work. You don’t want to see him angry. Trust me.
XANDER
Nice friends you got.
ANYANKA
Nice friends I had. Chums, co-workers, bridesmaids. Oh, I had
the whole package until something fell apart. What could that be,
Xander?
XANDER
Are you saying this is my fault?
ANYANKA
All I’m saying is that none of this happened until you dumped
me at the altar..
XANDER
And sooner or later, Anya, that excuse just stops working.

CUT TO:
SUNNYDALE— ALLEY— NIGHT 21

Nancy clings desperately to the swaying ladder as the worm demon erupts from
the ground beneath her. Her grip on the ladder finally fails and she drops toward
the waiting jaws of the beast below.
Suddenly Buffy swings down off the roof of a nearby building on a loose electrical
wire. She scoops up Nancy in mid-fall and the two of them arc across the alley
and land in a pile of garbage and discarded paper.
Buffy helps Nancy up, then cautiously moves around a pile of stacked crates,
looking around warily for the creature. The concrete behind her explodes and the
worm emerges from the ground just as Spike drops down into the alley near
Buffy.
He rips a piece of iron rebar off the wall and moves around Buffy toward the
demon worm.
SPIKE
You’ve had your turn, luv. Leave the real violence to the demons,
yeah?
He slams the bar down on the creature’s head and it squeals in pain.
SPIKE
That’s right! Big Bad’s back and he’s lookin’ for a little death!
He steps back, then runs at the creature with the rebar. A split second before his
blow lands, the worm suddenly morphs and changes back into RONNIE, Nancy’s
human boyfriend. The rebar plunges into Ronnie’s shoulder, impaling him and he
screams in pain. Spike’s agonized scream joins Ronnie’s as he braces himself for
the searing pain from his implanted chip.
But after a moment, Spike suddenly stops screaming and looks up in surprise.
FADE OUT

Act IV

SUNNYDALE— ALLEY— NIGHT 22
Resume. Spike looks at Ronnie in surprise.
SPIKE
Sorry..
He pulls the bar out of Ronnie’s shoulder and the young man slumps to the
ground, naked and in shock. Buffy grabs an old blanket off the trash pile and
covers him with it.
Spike looks at the bar in his hands and shakes his head.
SPIKE
Right. Wrong. Wrong maneuver. Not hardly helpful. Please help
me. (yells) Help me!
BUFFY
You’re not the one who needs help! He’s going into shock.
Spike walks away, muttering, seemingly out of his mind, while Buffy takes out
her cell phone and dials.
SPIKE
Too much, too much, too much… inside me, all the way. Deep,
deep, deep inside me.
BUFFY
(into phone)
Yeah, I need an ambulance. Someone’s been stabbed. Yeah, on the
corner of 3 rd and Fairview. (to Ronnie) Okay, help is coming. Try
not to move. Look, Spike, whatever you’re doing—
SPIKE
Get away! Get—!
BUFFY
Do it somewhere else. I am through with this!
SPIKE
Oh! Lucky girl Call it quits. Now there’s an option. If only it
was so easy. If only… if only… if only— (looks up overhead)
What the hell are you screaming about? I can hear you. (yells) No
need to shout!
Buffy and Nancy stare at him in amazement as Spike turns to them, laughing
hysterically.
SPIKE
I get it. The joke’s on me. Lots of laughs. Yeah. Bring the wife
and kiddies. Come see the show… ’cause it’s gonna be a circus.
He leaps over to Buffy and kneels down, right in her face..
SPIKE
This… just the beginning, luv. A warm-up act. The real
headliner’s coming and when that band hits the stage, all of this…
all this… will come tumbling in death and screaming, horror and
bloodshed. From beneath you, it devours. From beneath… (beat)
Poor Rocky.
Spike suddenly turns away and runs off into the night just as Xander and
Anyanka arrive.
XANDER
Buffy!
Nancy stares at Anyanka.
NANCY
You! You did this. What are you?
She gives Xander a quick look, then walks off into the night.
XANDER
(to Buffy)
She’s not calling me.
Buffy stands up and hands him her cell phone.
BUFFY
Okay, help is on the way. Look after him.
She runs off in the same direction as Spike.
XANDER
Where are you going?
No answer.
XANDER
(to Anyanka)
You do know you did the right thing here?
She looks down at Ronnie, uncertain.
ANYANKA
Tell him that..
XANDER
You reversed the spell. It took guts. I know this is bad but it
could be worse.
ANYANKA
Oh, it will be.

CUT TO:
SUNNYDALE CEMETERY— NIGHT 23

Buffy walks through the silent graveyard, looking for Spike. She sees a small
church with lit candles flickering in the windows and makes her way toward it.

CUT TO:
SUNNYDALE CEMETERY— CHAPEL— NIGHT 24

Buffy opens the door and walks inside. The chapel is apparently deserted.
Suddenly Spike appears out of the darkness behind her and she whirls around,
angry.
SPIKE
It didn’t work.
BUFFY
What the hell are you—
SPIKE
It didn’t work.
He stands before her, shirtless, the scars on his chest prominently displayed. He
tosses aside his blue shirt.
SPIKE
Costume. Didn’t help. Couldn’t hide.
BUFFY
No more mind games, Spike.
SPIKE
No more mind games. No more mind.
BUFFY
Tell me what happened to you.
She reaches out to touch the scars and he flinches away from her.
SPIKE
Hey, hey! No touching! Am I flesh? Am I flesh to you? Feed on
flesh. My flesh. Nothing else. Not a spark. Oh, fine. Flesh, then.
Solid through. Get it hard, service the girl.
He starts to unbutton his pants and Buffy reaches out to stop him.
BUFFY
Stop it! You—
Spike seizes her by the throat and she breaks his grip and throws him across the
room where he lands on the church pews, shattering them.
SPIKE
Right. Girl doesn’t want to be serviced. Because there’s no spark.
Ain’t we in a soddin’ engine?
BUFFY
Spike, have you completely lost your mind?
SPIKE
Well, yes. Where have you been all night?
BUFFY
You thought you could just come back here and be with me?
SPIKE
First time for everything.
BUFFY
This is all you get. I’m listening. Tell me what happened.
SPIKE
I tried to find it, of course.
BUFFY
(annoyed)
Find what?
SPIKE
The spark. The missing… the piece. That fit. That would make
me fit. Because you didn’t want… god… I can’t! Not with you
looking.
He stands up and moves off into the shadows.
SPIKE
I dreamed of killing you.
Spooked in spite of herself, Buffy bends down and picks up a splintered piece of
wood and wields it as a stake.
SPIKE
I think they were dreams. So weak. Did you make me weak?
Thinking of you, holding myself and spilling useless buckets of
salt over your… ending. Angel, he should have warned me. He
makes a good show of forgetting but it’s here in me… all the
time. The spark. I wanted to give you what you deserve. And I
got it. They put the spark in me… and now all it does is burn.
Buffy is stunned.
BUFFY
Your soul…
SPIKE
(laughs)
A bit worse for lack of use.
BUFFY
You got your soul back. How?
SPIKE
It’s what you wanted, right? (looks up) It’s what you wanted,
right?
Spike puts his hands to his head and winces.
SPIKE
And now everybody’s in here, talking. Everything I did,
everyone I… and him… and it… the other. The thing beneath…
beneath you. It’s here, too. Everybody. They all just tell me go.
Go… to hell..
BUFFY
(horrified)
Why? Why would you do that?
SPIKE
Buffy, shame on you. Why does a man do what he mustn’t? For
her. To be hers. To be the kind of man who would nev— (beat)
To be a kind of man.
Spike approaches the large cross standing at the head of the chapel.
SPIKE
And she shall look on him with forgiveness and everybody will
forgive and love… and he will be loved. So everything’s okay,
right?
Buffy watches in stunned silence, a single tear tracking down her cheek, as Spike
drapes his arms over the cross and rests his head upon it. Smoke starts to curl up
around him as the religious icon singes his flesh.
SPIKE
Can we rest now? Buffy, can we rest?
FADE TO BLACK
END