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Buffy Season 7 Episode #135: "The Killer In Me"; Transcript

Written by Drew Z. Greenburg Directed by David Solomon Episode 7.13 Original Airdate Feb 4, 2003 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 Andrew Wells TOM LENK Kennedy IYARI LIMON Warren Meers ADAM BUSCH Amy ELIZABETH ANNE ALLEN Vaughne MEGALYN ECHIKUNWOKE Soldier RIF HUTTON Shop Keeper TERENCE BERNIE HINES Waitress ANNA MARIA MACCARRONE

GILES (V.O.) 
Previously on Buffy the Vampire Slayer:
LIVING 
ROOM AT BUFFY'S HOUSE - DAY 
Dawn's standing in front of the three girls Giles brought with him. The three 
girls are lined up against the wall, and Dawn's inspecting them, arms crossed 
in front of her. Willow, Anya, Xander, Buffy and Giles are also in the room, 
gathered for a pow-wow.
BUFFY 
The First. That's what it wants.
GILES 
To erase all the slayers in training and their watchers, along with their 
methods.
Cut to:
OUTSIDE 
AN APARTMENT BUILDING - NIGHT 
Holding the young woman in an embrace, Spike rears back in vampire face and 
sinks his fangs into her neck. He drops the woman to the ground and turns 
his bloody, fanged face to the camera.
WILLOW (V. O.) 
Buffy, he's been feeding... 
Cut to:
BUFFY'S 
HOUSE - NIGHT 
Spike is sitting in a chair, wrapped in a blanket while the others talk in 
an adjacent room. Buffy, Xander, Anya, Willow and Dawn are all there. Spike's 
listening to them.
BUFFY 
He really didn't know what he'd done. It wasn't in his control.
Cut to:
LIVING 
ROOM AT BUFFY'S HOUSE - DAY 
Xander's explaining his ideas to the gang.
XANDER 
It's a trigger. It's a brainwashing term. It's how the military makes sleeper 
agents.
Cut to:
FRONT 
DOOR AT BUFFY'S HOUSE - DAY 
Willow answers the front door - it's Amy.
WILLOW 
Amy. 
AMY 
Can I come in?
WILLOW 
If you really are my friend, you better stay away from me.
Cut to:
THE INITIATIVE 
SUNNYDALE HEADQUARTERS - NIGHT 
Dressed in military garb, Riley Finn talks with Professor Walsh, surrounded 
by other operatives.
PROFESSOR WALSH 
Agent Finn, my implant?
RILEY 
The implant works. Hostile 17 can't harm any living creature in any way without 
intense neurological pain.
Show clips of Spike being operated on by the Initiative, being kept prisoner 
there, and being unable to bite a girl due to screaming fits and a headache 
when he attempts it.
Cut to:
BUFFY'S 
BACKYARD - DAY 
While in her backyard talking to Xander, Buffy's approached by an angry, gun-toting 
Warren.
WARREN 
You think you can just do that to me?
Warren shoots at Buffy. Meanwhile, while running away, Warren fires a 
random shot that goes through the upstairs window into Willow and Tara's bedroom. 

Cut to:
WILLOW 
AND TARA'S BEDROOM AT BUFFY'S HOUSE- DAY 
Tara is shot and falls to the floor. Blood spatters Willow's shirt.
WILLOW 
Tara? 
Willow is grief-stricken. She is holding Tara's dead body, and when she 
looks up to heaven, her eyes turn red and black with dark magic because of 
her anger.
Cut to:
WOODS 
SOMEWHERE IN SUNNYDALE - NIGHT 
Warren is strung up between a pair of trees. He is tied at four points, splayed 
out like the famous DaVinci diagram. Warren calls for help.
WARREN 
Somebody! Help!
Willow, in full dark magic splendor (black hair, black eyes), motions 
her hand toward Warren, and with a twist of her wrist, removes his skin. Warren 
screams in agony.
Cut to:
STAIRCASE 
AT BUFFY'S HOUSE - NIGHT 
Walking with Kennedy, Willow's holding a stack of bed sheets. 
WILLOW 
You wanna do the sleeping arrangements? (offers the sheets to Kennedy)
KENNEDY 
(takes the sheets) OK. You, uh, better not hog the covers. (smiles)
Fade to black.

PROLOGUE:
LIVING 
ROOM AT BUFFY'S HOUSE - DAY 
Giles scurries into the living room, where Buffy and Dawn are sitting on the 
couch.
GILES 
Are you sure you'll all be all right?
DAWN 
You'll only be gone for two days. 
BUFFY 
I think we've managed a bit longer than that.
GILES 
Right. (looks around nervously, stops) Oh, Dawn, Vi's left her notebook on 
the mantelpiece. Would you mind running it out to the car?
DAWN 
(stands, goes to the fireplace) Sure.
GILES 
While you're at it, you smack her in the head with it and remind her not to 
leave it lying around.
DAWN 
(walks out the front door with the notebook) On it.
GILES 
(sits on coffee table in front of Buffy) I'm just a bit twitchy about leaving 
you alone again here while - while things are (takes of glasses, wipes 
his brow) in such a state of flux.
BUFFY 
I know. But you should go. This trip is important for the girls to understand 
the source of their power, and to know how to use it right.
GILES 
Do you think they appreciate the gravity of what we're undertaking? It's frightening, 
and it's difficult. And then, apparently, someone told them that the vision 
quest consists of me driving them to the desert, doing the hokey pokey until 
a spooky Rasta-mama slayer arrives and speaks to them in riddles. (looks at 
Buffy)
BUFFY 
(looks innocent) That's not exactly how I put it, I -  (sees Willow come 
down stairs and enter the room) Hey, how's Kennedy?
WILLOW 
Still fluey. Bummed about missing the field trip. (to Giles) She says she 
wants you to meditate extra hard for her and to bring her back some smores. 
(grins)
GILES 
Ah yes. Smores. I'm going to end up singing campfire songs aren't I? (stands)
BUFFY 
Oh yeah.
XANDER 
(comes in the front door, followed by Dawn) Giles, you might want to get out 
there.
GILES 
Oh, God, what?
DAWN 
Molly and Rona are fighting over who gets to drive the first leg.
BUFFY 
(to Giles) Bet you wish you renewed that California state driver's license 
now, huh?
ANYA 
(comes in the front door) Rona won. You should probably let Molly out of the 
trunk. (car horn blows outside, Anya walks to the kitchen with Willow) I never 
actually realized just how compact Molly really is.
GILES 
(sighs, to Buffy) Please be safe while I'm away.
BUFFY 
You too.
Cut to:
BASEMENT 
AT BUFFY'S HOUSE - DAY 
Buffy walks downstairs to the basement, toward where Spike is sitting on a 
cot, his wrists chained to the wall.
BUFFY 
Hey.
SPIKE 
Hey.
BUFFY 
Giles is off ...on the retreat.
SPIKE 
Give us all a chance for a breather, eh?
BUFFY 
From Giles?
SPIKE 
From the constant pitter patter of clomping teenage girly feet.
BUFFY 
(shrugs) I have no idea what you're talking about. 
SPIKE 
Come on.
BUFFY 
No, I enjoy my responsibility as mentor, role model, life guide - oh, my 
God, I cannot believe I have my bathroom all to myself for two whole days. 
(sits on the cot beside Spike) 
SPIKE 
(leans forward) It's like a bloody war-zone up there, and not in a good way.
BUFFY 
Have you seen the kitchen since they've been here?
SPIKE 
I'm just trying to stay out of their way.
BUFFY 
(glances at his chains) I noticed.
SPIKE 
(looks at his chains) This is better. Believe me, it's safer.
BUFFY 
OK. But you've been fine. In close contact with the girls.
SPIKE 
(looks at Buffy) With you by my side, yeah. You won't let me hurt one of them. 
And that's the way it's gonna be until we're sure the First is done making 
me its bitch. Either we're together, or I'm on the leash.
BUFFY 
We just need to make sure the trigger's deactivated then. We've got a couple 
of days, lack of pitter-patter and all...
SPIKE 
(leans forward, looking at her earnestly) Buffy...
BUFFY 
What?
SPIKE 
Ow.
BUFFY 
Ow?
SPIKE 
(his face contorts, twitching) Ow ow ow! (leans back, thrashes against the 
wall)
BUFFY 
What's wrong? (Spike puts his hands to his head) Spike, what is going on?
SPIKE 
(calmer now) The chip. God. Why would - ? (screams) Aaahhh! (holds his 
hands to his head, writhing in intense pain)
Cut to:
Opening Credits.
Pt 1:
KITCHEN 
AT BUFFY'S HOUSE - NIGHT 
A tea kettle whistles as Buffy walks into the kitchen from the basement. Willow's 
at the stove.
WILLOW 
Hey. How is he?
BUFFY 
(sits) Oh, in the "goes" part of "comes and goes."
WILLOW 
Well there seems to be a definite lack of screaming. That has to be good.
BUFFY 
You'd think. (Willow pours hot water into a cup) That for the other patient?
WILLOW 
Yeah. Thought I'd bring her some tea, help her feel better.
BUFFY 
(smiling, teasingly) Mm-hmm?
WILLOW 
It's just tea.
BUFFY 
(giggles, then pauses) Will, how much do you know about the chip?
WILLOW 
Spike's chip? Well, I remember trying to dig up stuff back then, but, you 
know, turns out, when a secret government agency studies vampires and puts 
chips in their brains that keep them from hurting people, they don't really 
build websites. Why?
BUFFY 
Even with the chip, Spike was able to hurt all those people when he was brainwashed.
WILLOW 
Yeah, but he was under the control of the First.
BUFFY 
Maybe something's wrong with it.
WILLOW 
The chip is misfiring all on its own, then. Well this'll be fun.
BUFFY 
Remember when things used to be nice and boring?
WILLOW 
(shrugs) No. (walks out of the kitchen with tea in hand)
BUFFY 
(teasingly, calls after her) Have fun...delivering tea...
WILLOW 
(stops, turns around) OK, not when you make it sound all dirty like that. 
(mumbles as she heads upstairs) It's just tea.
Cut to:
WILLOW'S 
ROOM AT BUFFY'S HOUSE - NIGHT 
Willow walks into her room to find Kennedy putting on her shoes.
WILLOW 
Hey, I figured the best thing for a cold is a nice hot cup of...(frowns) boots?
KENNEDY 
Hey.
WILLOW 
For someone who's sick, you look surprisingly robust and casual dressy.
KENNEDY 
Well, the lighting in here is good. Maybe it's just - 
WILLOW 
(shocked) You were never sick!
KENNEDY 
No...I was never sick.
WILLOW 
Oh, you are so busted. Xander's gonna have to drive you to the desert and - 
KENNEDY 
Willow, chill. (stands) There's a reason I didn't go. I have a thing. A separate 
thing.
WILLOW 
What?
KENNEDY 
(puts on her coat) Something's coming down. I have my own mission. And I need 
you help.
Cut to:
THE 
BRONZE NIGHT CLUB - NIGHT 
A band's playing a song on stage.
BAND 
(singing) So I can be happy again...
Kennedy and Willow are having a drink (complete with orange wedge and 
paper umbrella garnishes), sitting at one of the tables, listening to the 
band.
WILLOW 
This is a mission?
KENNEDY 
Oh! Yeah...
WILLOW 
And the little pink umbrellas are a signal for what? We're not on a mission, 
are we?
KENNEDY 
Hey, trust me, I told you. I have a thing. (Willow gets up to leave, Kennedy 
calls after her) Come on, come on. Just hang out with me a little. (Willow 
turns to face her, sighing) You're sexy when you pout.
WILLOW 
Why do you do that?
KENNEDY 
(pouts) To get you to stay.
WILLOW 
(returns to the table, sits) All right, I'll stay for one drink, then I'm 
going home.
KENNEDY 
OK. One drink. I can work with that. Let's start with the easy stuff. How 
long have you known? That you're gay.
WILLOW 
Wait. That's easy? (fidgets) And you just assume that I'm - I'm gay. I 
mean, presume much?
KENNEDY 
(grins) OK. How long have you enjoyed having sex with women?
WILLOW 
(taken aback) Hey! (Kennedy chuckles) What you think you have some special 
lesbidar or something?
KENNEDY 
OK, you know there's a better word for that, right? (Willow sips her drink) 
You really haven't been getting out there much, have you?
WILLOW 
Well, I just - can you always tell just - just by looking at someone?
KENNEDY 
No. No, of course not. That wouldn't be any fun. The fun part is the process 
of - of getting to know a girl. It's like - it's like flirting in code. 
It's using body language and laughing at the right jokes and - and looking 
into her eyes and knowing she's still whispering to you, even when she's not 
saying a word. And that sense that if you can just touch her just once everything 
will be OK for both of you. That's how you can tell. (sits back, grins) Or 
if she's really hot, you just get her drunk - see if she comes on to you.
WILLOW 
Three years ago. That's when I knew. And it wasn't women, it was woman. Just 
one. 
KENNEDY 
Lucky woman. (smiles)
Cut to:
BASEMENT 
AT BUFFY'S HOUSE - NIGHT 
Spike's lying on the cot on his back, resting his head on a pillow. His nose 
is bleeding. Buffy sits by him.
SPIKE 
Popped another blood vessel, I think. (Buffy hands him a towel; he wipes blood 
from his nose)
BUFFY 
There's gotta be a reason why the chip is going all wonky. Maybe it's related 
to the trigger or maybe it has something to do with the new soul.
SPIKE 
Or maybe I wasn't meant to last this long. (beat) One more thing you and I 
have in common, eh, pet?
BUFFY 
Well, we'll fix it. We'll hit serious research mode - 
SPIKE 
Good. Try Behavioral Modification Software Throughout the Ages.
BUFFY 
(sighs) OK. You're right. Not a book thing. It's a phone thing.
SPIKE 
Who you gonna call? (Buffy looks at him funny) God, that phrase is never gonna 
be useable again, is it?
BUFFY 
Doubt it.
Cut to:
THE 
BRONZE NIGHT CLUB - NIGHT 
Kennedy and Willow are having a drink together, talking.
KENNEDY 
Do your parents know?
WILLOW 
Yeah. My mom was - was all proud like I was making some political statement. 
Then the statement mojo wore off and I was just gay. She hardly ever even 
met Tara. 
KENNEDY 
Classic.
WILLOW  
I didn't mind. Tara and I are kind of private.
KENNEDY 
I'm sorry. It must've - 
WILLOW 
Were, I mean. Private.
Cut to:
LIVING 
ROOM AT BUFFY'S HOUSE - NIGHT 
Buffy's talking on the phone while Spike sits on the stairs behind her.
BUFFY 
Yes, Agent Finn, Riley. Tell him we're having a problem with Spike's chip. 
No his chip. Spike. 
SPIKE 
(shakes his head) Listen, pet?
BUFFY 
No, no, Finn is his last name. Yeah. Well, did he used to work there and then 
he got transferred? (Spike's chip goes off again, he thrashes on the stairs 
unnoticed by Buffy) Oh, is this actually a flower shop, or is this one of 
those things where I'm supposed to play along to show that I know it's really 
secret ops? Oh, maybe I shouldn't have said that. Oh, OK, right. Well, if 
some guy named Finn shows up to buy flowers -  Yeah. Thanks. (hangs up, 
turns to Spike) Wrong number. Or a giant government conspiracy, one or the -  
(notices he's recovering from an episode) Spike?
SPIKE 
This one seemed easier than the others. See? Probably just gonna fade -  
(screams, holding his head again)
Cut to:
THE 
BRONZE NIGHT CLUB - NIGHT 
Kennedy and Willow are having a drink together, talking.
KENNEDY 
It was Gone with the Wind. I saw that, and I knew I wanted to sweep 
Scarlet off her feet.
WILLOW 
You were five.
KENNEDY 
Well, I'm not saying the sweeping would have been easy... (smiles, eats the 
cherry off her paper umbrella garnish) What?
WILLOW 
I just - I still don't get it. (shrugs) Why you like me. I mean, you don't 
even know me. 
KENNEDY 
Have you seen you? (Willow blushes) And we like the same things - Italian, 
skate punk, Robert Parker mysteries, fighting evil...
WILLOW 
(smiles, shakes her head) I don't like any of that stuff. Except the - the 
fighting evil part. Even then, I prefer a nice foot massage.
KENNEDY 
OK, I dig the way you always turn off the Moulin Rouge DVD at Chapter 32 so 
it has a happy ending. (Willow laughs) I like the way you speak. It's interesting. 
(Willow smiles) And your freckles...likeable. (Willow blushes) I'm not so 
into the magic stuff. It seems like fairy tale crap to me, but if it matters 
to you... You care about it, so it's cool. 
Cut to:
WILLOW'S 
ROOM AT BUFFY'S HOUSE - NIGHT 
Willow walks into her bedroom, Kennedy waits at the door. The mood is very 
awkward.
WILLOW 
Well, this is my stop. (turns on light) So...glad we talked. 
KENNEDY 
(walks into the room, toward Willow, nods) Yes. Kinda cleared the air.
WILLOW 
(nods) Yeah, totally. Air cleared. Check. 
KENNEDY 
(standing in front of Willow now) You know, in the spirit of air clearing...
WILLOW 
Yeah?
KENNEDY 
I feel like I need to be honest about something.
WILLOW 
I-is something wrong?
KENNEDY 
No. (shakes head) No, it's just -  (walks closer to Willow) I think (leans 
in for a kiss) you should know... 
Kennedy kisses Willow slowly, passionately. The camera circles them as 
they kiss, showing Willow's hair, then Kennedy's hair - then Willow's hair 
is gone as the kiss ends. Where Willow was, Warren's now standing.
WARREN 
Well, that was nice.
Kennedy pulls back from him, panicked. She stumbles and falls as she retreats, 
knocking over a lamp.
Fade to black.
Pt 2:
WILLOW'S 
ROOM AT BUFFY'S HOUSE - NIGHT 
Resume. Willow's standing where Warren was a moment ago, talking to Kennedy, 
who is staring incredulously at her.
WILLOW 
Are you OK? (chuckles nervously) I'm not used to literally knocking girls 
off of their feet with just the power of my own lips. 
Kennedy just stares at Willow, confused.
WARREN 
OK, you gonna pick that up, or...?
KENNEDY 
I don't - what are you?
WILLOW 
Is this a freckle thing, 'cause -  
Willow starts to panic and goes to look in the mirror; she sees Warren's 
reflection instead of her own.

TRANSCRIBER'S NOTE:: 
Until resolution of this plot point, all characters see Willow in Warren's 
form. On screen, Willow is sometimes shown from her perspective, as herself. 
To keep track of which form Willow is shown on screen, an asterisk (*) will 
be used to indicate the form.  
WILLOW/WARREN* = shown as Warren 
WILLOW*/WARREN = shown as Willow

WILLOW/WARREN* 
Oh, God! Oh, God...
KENNEDY 
What... is that?
WILLOW/WARREN* 
(feeling his face) It's the man that I killed.
Cut to:
LIVING 
ROOM AT BUFFY'S HOUSE - NIGHT 
Warren comes down the stairs, followed by Kennedy. Xander, Anya and Dawn are 
in the living room. 
KENNEDY 
OK, hold up a sec.
When Xander, Anya and Dawn see Warren, they gasp and stand, positioning 
themselves defensively.
WILLOW/WARREN* 
Guys - 
XANDER 
Get Buffy. Get Buffy. Tell her the First is back.
WILLOW/WARREN* 
No, I'm not the First.
ANYA 
We're not interested in any of your evil lies. We've heard 'em all.
WILLOW*/WARREN 
No, guys it's me. 
WILLOW/WARREN* 
I'm me. I'm Willow. Guys, come on. As Kennedy -  (points to Kennedy) she 
was there.
KENNEDY 
(shakes her head) I don't know. I'm not sure. We were up in Willow's room 
and we were - -
Carrying a bowl of food, Andrew walks into the living room. When he sees 
Warren, he freezes in place, dropping his bowl; it shatters to pieces on the 
ground.
ANDREW 
No... No. You're back.
WILLOW/WARREN* 
(emphatic) No, I'm not. It's not -  I'm not it. Listen to me - 
ANDREW 
No more listening. I know who you are now. I know what you made me do. Your 
promises of happy fields and dancing schnauzers and being demigods won't work 
on me anymore.
ANYA 
(yells) Buffy!
XANDER 
(whispers, to Anya) The Bringers are coming too.
WILLOW/WARREN* 
No, I'm not the First.
ANDREW 
You made me do things. Things I can never take back. Ever. 
WILLOW/WARREN* 
I'm not the First.
BUFFY 
(walks into the room) What the hell is going on here - ? (scowls when she 
sees Warren, punches him in the nose. He falls to the ground, writhing in 
pain on the floor) Ow! (stares at Warren)
SPIKE 
(walks into the room, holding his head) Buffy...
ANYA 
Wait.
DAWN 
But if he's the First...
WILLOW/WARREN* 
I'm not the First.
XANDER 
You're not the First. 
WILLOW/WARREN* 
(stands) I know.
ANDREW 
(smiles) Oh, my God! (goes to Warren) You're back. (hugs Warren from behind, 
his hands touching Warren's chest)
WILLOW*/WARREN 
(grabs Andrew's hands) Hey, (turns to face him) bad touching! 
Spike wanders around, holding his head, moaning in pain while everyone 
stares at Willow/Warren.
WILLOW/WARREN* 
Everyone please stop it.
KENNEDY 
It's Willow.
WILLOW/WARREN* 
I'm Willow.
XANDER 
Are you sure?
WILLOW*/WARREN 
There are other stories from kindergarten. Non yellow crayon stories in which 
you don't come out in such a good light. 
WILLOW/WARREN* 
An incident involving Aquaman underoos, for example. You want me to start 
talking?
XANDER 
(smiles, walks up to Willow/Warren) Hey, Willow!
ANYA 
What happened?
Everyone inches closer to Willow/Warren.
WILLOW/WARREN* 
I don't know. We were there, and then I looked like him.
ANYA 
Oh, like a glamour.
WILLOW/WARREN* 
Maybe, but I probably brought it on myself.
BUFFY 
What makes you think that?
WILLOW/WARREN* 
Well, it wouldn't be the first time. I have a history with my witchy subconscious 
making things go kerfloopey. Remember the wacky "I can't see you, you 
can't see me" spell?
While Willow/Warren's talking, Dawn touches his shoulder, Andrew touches 
his chest and face.

BUFFY 
(to Dawn and Andrew) Guys!
ANDREW 
(stops touching Willow/Warren) It's so real.
WILLOW/WARREN* 
I'm all too aware. (brushes Dawn's hand away.
BUFFY 
OK, say you're right, and you did do this to yourself. Why would your subconscious 
turn you into Warren?
WILLOW/WARREN* 
Obviously because I feel bad - about killing him.
BUFFY 
We'll deal. We'll get help.
WILLOW/WARREN* 
No, I can handle this.
BUFFY 
On your own? Why?
WILLOW/WARREN* 
I did it. I'll fix it. I don't want you seeing me this way anyway. (walks 
toward the door)
BUFFY 
It's kinda a little late for that. (Spike's moaning in the background)
WILLOW/WARREN* 
Seriously, I'm not posing any big threat to the world. Looks like you've got 
your hands full already. 
Buffy looks around, sees Spike lying on the floor moaning and twitching.
WILLOW*/WARREN 
I'll go, I'll handle it, I'll fix it, I'll be back before you even know I'm 
gone. 
WILLOW/WARREN* 
Promise. (leaves through the front door) 
BUFFY 
(goes to his side) Spike. (kneels down beside him)
SPIKE 
Buffy.
BUFFY 
I'm right here.
SPIKE 
The chip fired again.
Xander, Anya, Dawn and Andrew gather around to watch Buffy and Spike. 
Kennedy sneaks out the front door unnoticed. 
BUFFY 
I kinda figured. Maybe they'll call back. Maybe they'll send help.
SPIKE 
Maybe we can't wait.
Cut to:
RANDOM 
STREET IN SUNNYDALE - NIGHT 
Willow/Warren's walking purposefully down the street. Kennedy walks up to 
her, surprising her. 
KENNEDY 
OK. Safe to say no one will ever accuse you of being too butch.
WILLOW/WARREN* 
Kennedy, go home. (walks away)
KENNEDY 
(follows) Come on. I mean, you turned into a guy. I mean if you take a step 
back, seriously, there's a certain element of humor here, right? (Willow/Warren 
stops walking, turns and glares at her) Well, a really, really big step.
WILLOW/WARREN* 
I killed him. It's hard to see the chuckles. (walks away)
KENNEDY 
(follows) So you got a plan?
WILLOW*/WARREN 
Yeah, get some help reversing it.
KENNEDY 
I thought you were gonna try it yourself.
WILLOW*/WARREN 
I did try. Something's blocking me.
KENNEDY 
All the more reason for me to go with you. Plus, I was there when it happened. 
Lemme come to try to help too.
WILLOW/WARREN* 
(stops walking) I really think I'm fine with the handling.
KENNEDY 
By yourself? Why?
WILLOW*/WARREN 
I'm the one that killed him. I -  It's hard to understand. 
KENNEDY 
Given. How 'bout I just tag along anyway. Keep you company. (Willow/Warren 
sighs) I'm taking that as a yes.
WILLOW/WARREN* 
(walks) Fine. Come. 
WILLOW*/WARREN 
Try not to get in the way.
KENNEDY 
You know where you're going?
WILLOW*/WARREN 
To see some old friends of mine. It's been a while, but maybe they can help.
Cut to:
WOODS 
SOMEWHERE IN SUNNYDALE - NIGHT 
Buffy and Spike are walking through the woods together in the moonlight holding 
flashlights.
SPIKE 
Are you sure you still wanna go back in this place with me?
BUFFY 
Eh, nothing good on TV tonight.
SPIKE 
(stops walking) Here we are. 
Yep, here we are. (they kneel on the ground) You think the stuff's still good?
SPIKE 
I don't know. (digs through the dirt) Worked pretty good when the Initiative 
held me captive here. Every time I'd get a little...rambunctious, the chip'd 
kick in. I feel like my head was gonna explode. They'd dope me up, and everything 
would be all daffodils and teddy bears. For a couple of hours anyway.
BUFFY 
Maybe we should search for files and stuff. Find out everything we can about 
the chip - shelf life.
SPIKE 
I'll take whatever I can get. (grabs a chain in the dirt)
BUFFY 
(grabs the chain Spike's holding) Ready?
SPIKE 
Yeah.
Together, they pull the chain, hoisting up a metal grate.
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - NIGHT 
Buffy and Spike jump down through the opening in the ground into a dark hallway.
Cut to:
LIVING 
ROOM AT BUFFY'S HOUSE - NIGHT 
Anya and Dawn are sitting on the couch. Xander's sitting in a cushy chair, 
propping his feet up on the coffee table. Andrew's sitting on the floor between 
Xander and the fireplace. The phone rings.
ANDREW 
I'll get it. (stands) I'm supposed to get a call when the new League of Extraordinary 
Gentlemen comes in. I gave them this number.
XANDER 
Ooh. Can you see if you can get two?
ANDREW 
Summers residence, this is Andrew speaking. How can I help you?
XANDER 
(realizes that Dawn and Anya are staring at him, looks at Andrew) Loser.
ANDREW 
(holds his hand over the phone) Hey, do we know some British guy named Robson?
Time passes. Xander hangs up the phone and reports to Dawn and Anya.
XANDER 
He was attacked, this Robson guy in England. (sits) And Giles was there helping 
him. And there was a Bringer. 
ANYA 
(leans forward) Xander...
XANDER 
Robson blacked out, but the last thing he remembers is Giles's head about 
to get really familiar with a Bringer's very sharp axe. 
DAWN 
Oh, my God! 
ANYA 
Giles never mentioned any of this.
XANDER 
Robson said by the time he came to, there was no Giles.
DAWN 
So, what are we saying?
XANDER 
Maybe Giles just didn't want to talk about it.
ANYA 
Or maybe he didn't make it. Look, I'm not saying it's a happy scenario, but 
we're dealing with a big bad that can be any dead person it wants. 
XANDER 
Because if you want to infiltrate the inner circle of the slayer...
ANYA 
Become the one person she trusts more than anybody else.
DAWN 
But there's no way that we can know.
ANDREW 
Actually that's not true. The First can't take corporeal form, so it can't 
touch anything.
ANYA 
Oh, it's not like Giles hasn't touched anything, right? (thinks, looks expectantly 
at everyone else) Ha-has anyone seen Giles touch anything since he got back? 
Hold anything? Has anybody hugged him? Think very hard.
Xander stands and walks toward the door. Anya and Dawn follow.
ANDREW 
(stands, follows them toward the door) Wait - where're you...?
XANDER 
The desert. We're gonna find Giles.
ANDREW 
Oh good. Let me just get some tapes for the car. I've been working on this 
mix - 
XANDER 
You're not coming.
ANDREW 
What? Why? 'Cause I used to be evil?
XANDER 
No, actually, 'cause you're annoying, but that's a good reason too. (turns 
toward the door)
ANDREW 
(panicked) Wait, I - don't leave me here alone. I keep getting attacked 
in this house.
DAWN 
Actually, Xand...
ANDREW 
What if this is all part of the plan? Drive you guys away so it can have its 
way with me? Ever think of that?
XANDER 
I'll risk it. (puts his hand on the doorknob)
ANDREW 
OK, well, if you leave me here alone, I'll do something evil, like burning 
something or gluing things together.
ANYA 
For crying out loud, Harris, let's just take him. At least we can keep an 
eye on him. (Xander waves to Andrew to join them; Andrew and Dawn go out the 
door) Xander...
XANDER 
I know, they're out there all alone. All of 'em. (Xander and Anya go out the 
door)
Cut to:
DESERT 
- NIGHT 
Giles is sitting by the campfire alone.
Cut to:
LECTURE 
HALL AT UC SUNNYDALE - NIGHT 
A group of ten women is sitting in circle formation with candles lit in front 
of them and glowing crystals hung around their necks.
CIRCLE LEADER 
(praying) Instill us, oh, great one, with peace, with strength, with compassion, 
with hope. The path we seek is yours. Keep us on that path.
WILLOW*/WARREN 
(walks to the open doorway) OK, wow, this is new. 
CIRCLE LEADER 
Um, hi, we're - 
WILLOW/WARREN* 
Oh, hey. I'm sorry - Willow. We actually met when I was a Freshman. And 
also not a boy. This is Kennedy.
KENNEDY 
Hey.
CIRCLE LEADER 
You're Willow?
WILLOW/WARREN* 
Yeah. Wow, look at you guys. Campus Wiccans. Guess you got past the whole 
bake sale phase.
CIRCLE LEADER 
Uh, no, we still do that too. Second Tuesday of every month. I'm sorry, I'm 
kind of having a hard time with the whole guy event thing...
WOMAN 
(off camera) Um, it's actually her. I can tell. (turns toward the camera - it's 
Amy) I know her.
WILLOW*/WARREN 
OK. Whoa...
WOMAN/AMY 
OK, here's the thing. Hi. Here's the thing. I'll just get this out of the 
way. I'm sorta screwed up, but I mean you already knew that 'cause you lived 
it. Gotcha. 
CIRCLE LEADER 
But she's doing so much better now. Amy...
AMY 
It's OK, Vaughne, I wanna do this. It took me a long time to really see myself. 
But I did. Because you know that's the crazy thing about hitting rock bottom, 
you get to relive all the crappy things you did. And I wanted to come find 
you and tell you that I was here working on things with these guys. And that 
they're good. And that I'm sorry. But you're here, looking like -  Wow. 
How did this happen?
KENNEDY 
That's what we're here to find out. I mean, if we're done with all the group 
hugging.
WILLOW/WARREN* 
I got hit with this, like, glamour thing, and I can't seem to shake it myself. 
I was hoping someone here might be able to help.
AMY 
Yeah, see the thing is we're more about healing spirits and nurturing our 
life force here.
WILLOW/WARREN* 
Oh...
AMY 
(looks at group, then back at Willow/Warren) But we'll try.
Cut to:
LECTURE 
HALL AT UC SUNNYDALE - NIGHT 
Kennedy and Vaughne (the circle leader) are sitting in chairs watching Amy 
and Willow/Warren do a spell at the front of the classroom.
AMY (O.S.) 
(chanting) Her spirits true, its shell a lie...
KENNEDY 
(whispers, to Vaughne) What if she can't handle this?
AMY (O.S.) 
(chanting) We draw upon your very light.
CIRCLE LEADER / VAUGHNE 
(whispers, to Kennedy) Do you have a better idea?
AMY 
...Give back the form the soul requires. See that the balance is put right.
Willow/Warren is holding a crystal as Amy performs the spell, holding 
her hands underneath Willow's. As Amy completes the spell, the crystal glows 
and becomes hot. Willow/Warren screams, drops the glowing crystal, and stands.
AMY 
(stands) It didn't work?
WILLOW*/WARREN 
No it didn't, you dumb bitch! (slaps Amy across the face)
KENNEDY 
Willow!
AMY 
You slapped me!
WILLOW/WARREN* 
No, I didn't. It wasn't me. (eyes growing wider) It was Warren.
Fade to black.
Pt 3:
LECTURE 
HALL AT UC SUNNYDALE - NIGHT 
Amy's holding her face where Willow/Warren slapped her. Willow/Warren runs 
out of the room.
KENNEDY 
(stands, goes after Willow/Warren) Willow... 
Cut to:
HALLWAY 
AT UC SUNNYDALE - NIGHT 
Willow/Warren runs out into the hallway, followed by Kennedy.
KENNEDY 
Willow! OK, you're upset.
WILLOW/WARREN* 
Upset? Upset! Are you just tuning in? Did you not see that? 
WILLOW*/WARREN 
I'm turning into him. 
WILLOW/WARREN* 
It's not a trick, it's not a glamour. I'm becoming him. A murderous, misogynist 
man. I mean, do you understand what he did? What I could do? I killed him 
for a reason.
KENNEDY 
Getting angry isn't helping. We can still try to - 
WILLOW/WARREN* 
You understand nothing about magic. In case you hadn't noticed, our little 
date - it's over. (walks away)
KENNEDY 
Willow! (tries to follow, but is blocked by a magical barrier) Willow, wait!
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - NIGHT 
Buffy and Spike are wandering around the dark hallway, deeper into the complex.
BUFFY 
Be careful. (shines flashlight on rotting bodies on the floor) Oh, God. They 
just left them.
SPIKE 
(also shines flashlight on rotting bodies on the floor) They just sealed the 
place off. Left everything as it was.
BUFFY 
I'm thinking brief stay.
SPIKE 
Yeah, you're not wrong. (shines his light on a door) I think I can get us 
to the med lab, find the drug.
Spike walks to the door and opens it. Buffy goes through it first, followed 
by Spike.
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - NIGHT 
The door opens to an area lit dimly by red light that leads to a large, dark 
room. Buffy and Spike walk slowly through the room when they hear a noise 
behind them. They turn their flashlights to investigate, but they don't see 
anything there.
Cut to:
XANDER'S 
CAR - NIGHT 
Xander's driving the car with Anya in the passenger's seat, and Dawn and Andrew 
in the back seat. They all look tense.
ANDREW 
OK, I'll go. "R". (Xander glances back at him, but no one answers) 
Ghost is is hard to play by yourself.
ANYA 
How long since they left?
XANDER 
A few hours.
ANYA 
If it is the First, and I'm not saying it is, what're we expecting to find?
XANDER 
He didn't bring them out there to meditate.
ANDREW 
(to Dawn) Kinda makes you grateful you weren't a potential after all, doesn't 
it? Safer.
ANYA 
Not so fast with the big "phew".
XANDER 
He might know we're coming.
ANYA 
Which means we're already too late, and we're heading out to the middle of 
nowhere. 
DAWN 
With no slayer, no powerful witch...
ANYA 
Just a teenager, a powerful former demon, and two big geeks.
Everyone's silent.
ANDREW 
OK, license plate game, maybe?
Cut to:
RANDOM 
ALLEY IN SUNNYDALE - NIGHT 
Willow/Warren's walking down the alley. She stops behind the dumpster and 
rests her head against the wall. She sinks down to the ground, crying, hiding 
her head in her hands. Then, as Warren, she starts, looks up, and starts talking 
to herself.
WILLOW/WARREN* 
Look at me. Crying like a little girl. 
Willow/Warren stands and walks purposefully down the street. 
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - NIGHT 
Buffy and Spike are walking through the large, dark room side by side. Something 
makes a sound like groaning metal. They both stop in their tracks, putting 
their backs together.
SPIKE 
You hear that?
BUFFY 
Yep. (they shine their flashlights around the room, but can't see anything)
SPIKE 
Think something survived?
BUFFY 
Sounds like.
SPIKE 
You see where?
BUFFY 
No, it sounded like it was coming from over there. Whatever it is, it's not - 
Something whooshes behind them. They turn to look, but see nothing. They 
continue walking around. From out of nowhere, something grabs Buffy. She drops 
her flashlight. 
SPIKE 
Buffy!
Cut to:
LECTURE 
HALL AT UC SUNNYDALE - NIGHT 
Amy's packing up supplies from the ritual when Kennedy walks back into the 
lecture hall.
KENNEDY 
Where'd they go?
AMY 
They took off. It was a little too creepy, even for us. You're really worried 
about her. (stands) Look, she's gonna be fine, really. She's good at this. 
She's strong. And she's dealt with a lot worse. Long before she ever went 
out and found herself a big old potential slayer bodyguard, OK? Just have 
a little faith in her.
KENNEDY 
I never said I was a potential slayer.
AMY 
(innocently) Oh, no, I think you did. When you first got here, you told us - 
KENNEDY 
No, I didn't. (walks closer to Amy) How did you know who I was?
AMY 
(smirks) Oops.
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - NIGHT 
Spike helps Buffy fight off the demon that's attacking her when his chip misfires 
again. 
SPIKE 
(holding his head) Not now... (collapses on the floor)
BUFFY 
Spike!
The demon drops Buffy and goes to Spike, grabbing him by the heel and 
dragging him out of the room.
Cut to:
PAWN 
SHOW - NIGHT 
Willow/Warren's looking into a glass display case, grinning.
SHOP KEEPER 
So, same model as last time? How'd that work out for you?
Pan down to show the case is displaying handguns.
WILLOW*/WARREN 
(stands, grinning maniacally) You'd be amazed.
Fade to black.
Pt 4:
DESERT 
- NIGHT 
Giles is sitting by the campfire. He stands and walks around, only to be attacked 
from behind by Xander, Anya, Dawn and Andrew. He screams as they tackle him, 
pushing him to the ground.
XANDER 
Touch him. Touch him.
DAWN 
(feeling Giles's shoulder) Oh, I feel him. I feel him.
XANDER 
(feeling Giles's chest) Me too. 
ANDREW 
(feeling Giles's leg) Me too.
GILES 
We all feel each other. Including some of us who don't know each other well 
enough to take such liberties, thank you. (glances at Andrew) I assume there's 
a perfectly reasonable and not at all insane explanation here.
ANYA 
We thought you might be non-corporeal evil.
DAWN 
We got a call. We couldn't remember you touching anything.
XANDER 
We had to make sure you were OK. We were worried.
GILES 
Oh. That's very sweet. Now wait a minute - you think I'm evil... if I bring 
a group of girls on a camping trip and don't touch them?
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - NIGHT 
Buffy is looking around with her flashlight trying to find where the demon 
took Spike.
BUFFY 
(calls out) Spike? 
The demon pounces on Buffy. She grabs a nearby snow shovel and swings 
it at the demon. He throws her across the room. She gets up and kicks at it 
with both feet, pushing it away. When it comes at her again, she thrusts the 
shovel into the demon's chest. It growls and falls to the floor. 
Buffy drops the shovel and goes to Spike.
BUFFY 
Hey. Are you still with us? 
SPIKE 
(inaudibly) Yeah.
BUFFY 
That guy was -  (the lights come on in the room, and Buffy looks up at 
a half-dozen army men are pointing guns at her and Spike) just the beginning.
SPIKE 
(still lying on the floor) What's happening?
SOLDIER 
Miss Summers. Agent Finn reported that you tried to contact him earlier today.
BUFFY 
I knew it! (whispers to Spike) Government conspiracy.
SOLDIER 
(waves the other soldiers off; they put down their guns) He indicated you 
might be needing our assistance. We're to provide you anything you need to 
help assface here. (Buffy and Spike stare at him) Those were his exact words, 
ma'am.
Cut to:
RANDOM 
STREET IN SUNNYDALE - DAY 
Willow/Warren's walking down the street, gun in hand, with a determined look 
on her face.
Cut to:
THE 
INITIATIVE SUNNYDALE HEADQUARTERS - DAY 
Buffy's standing outside the examination room where Spike is lying on a table. 
The lead soldier comes up to her. She turns to look at him.
SOLDIER 
Med team tells me they took a look at the chip. (nods) You were right. (crosses 
arms) It's degraded. Leave it as it is much longer, it'll be fatal to him.
BUFFY 
(swallows) OK. So, how long t - 
SOLDIER 
Now. 
BUFFY 
(breathes out heavily) Right, of course. Um, what do we do next?
SOLDIER 
Agent Finn said it was your call, ma'am.
BUFFY 
My - what was my call?
SOLDIER 
All decisions regarding Hostile 17 are to be left in your hands. This chip...we 
can either repair it... or remove it.
Buffy blinks, looks down, and takes a deep breath.
Cut to:
LECTURE 
HALL AT UC SUNNYDALE - DAY 
Amy and Kennedy are still talking.
KENNEDY 
(angrily) Tell me why you did this to her. 
Kennedy leans forward menacingly, but Amy waves her hands causing Kennedy 
to be magically thrust across the room where she lands among the chairs.
KENNEDY 
What did you do to her? (stands) 
AMY 
(smiles cockily) What, to Willow? Oh, just your standard penance malediction 
is all.
KENNEDY 
(walks back up to Amy) OK, and that's magic crazy talk for what?
AMY 
(smirking) I put a hex on her.
KENNEDY 
I got that part. But why Warren? And why did it happen after we kissed?
AMY 
Oh, (chuckles) that's rich. (slinks closer to Kennedy) That must've been some 
kiss. You must be good.
KENNEDY 
Answer me.
AMY 
The hex I cast lets the victim's subconscious pick the form of their punishment. 
It's always better than anything I can come up with. Elegant, you know?
KENNEDY 
(threateningly) Undo it. Let her out.
AMY 
OK. Oh, wait, I forgot - no.
KENNEDY 
Why would you do this to her? You really hate her that much?
AMY 
(sighs) This is not about hate. It's about power. Willow always had all the 
power, long before she even knew what to do with it. Just came so easy for 
her. The rest of us - we had to work twice as hard to be half as good. 
But no one cares about how hard you work. They just care about cute, sweet 
Willow. They don't know how weak she is. She gave in to evil - stuff worse 
than I can even imagine -  She almost destroyed the world! And yet everyone 
keeps on loving her? (in Kennedy's face) So what's wrong with having a little 
fun, huh? Taking her down a peg or two?
KENNEDY 
Fun? (Amy nods) She's disappearing. Fading away in that creep, and you think 
it's fun.
AMY 
It was just a game. It's not my fault if she's losing herself.
KENNEDY 
I'm gonna stop you now, you know.
AMY 
(smirks) Hey, I'm not the bad guy here. But I wonder where he'd be right about 
now. (snaps her fingers)
Cut to:
BUFFY'S 
BACKYARD - DAY 
Kennedy suddenly finds herself in the backyard of Buffy's house. 
KENNEDY 
(to herself) Well, that was a hell of a thing.
Still carrying a handgun, Willow/Warren storms into the backyard through 
the gate exactly as Warren did the day he shot at Buffy and killed Tara.
WILLOW*/WARREN 
Think you can just do that to me? That I'd let you get away with it?
KENNEDY 
Do? Get away with -  (Warren/Willow points the gun at Kennedy; Kennedy 
backs up slowly, calmly) OK, let's not get excited.
WILLOW*/WARREN 
(walks closer to Kennedy) It's too late for that. This is what I am. I made 
it happen, and I'll make it stop.
KENNEDY 
Willow, what did you make happen?
WILLOW*/WARREN 
You were there, bitch! You saw it! 
WILLOW/WARREN* 
I killed her.
KENNEDY 
You mean him?
WILLOW/WARREN* 
Her, him -  (points gun at Kennedy again) You know what I mean.
KENNEDY 
You said her.
WILLOW/WARREN* 
No, that was Warren.
KENNEDY 
No, no it wasn't. You said I was there. Who did you kill, Willow?
WILLOW*/WARREN 
It was your fault, slut. 
WILLOW/WARREN* 
You tricked me. Got me to forget.
KENNEDY 
Tara....
WILLOW/WARREN* 
Shut up! 
WILLOW*/WARREN 
(crying) Shut up! You do not get to say her name. Offering it up to whoever's 
there. Tricking me into kissing you. (looking lost) I didn't - I didn't 
mean... what I'm saying, I - I can't make -  (pleading) Kennedy, I can't 
hold on... he's winning.
KENNEDY 
(takes a step toward Willow/Warren) No...
WILLOW*/WARREN 
I'm being punished. I k - I kissed you just - just for a second, but 
it was enough. I let her go. I didn't mean to.
KENNEDY 
Kissing me didn't mean th - 
WILLOW*/WARREN 
No, she was never gone. She was with me. We should have been forever, and 
I -  (cries) I let her be dead. She's really dead. (breaks down into tears) 
And I killed her. (falls to the ground sobbing)
KENNEDY 
(goes to Willow/Warren's side) Willow, no.
WILLOW*/WARREN 
(looking up to the sky) Please, baby, I'm so sorry. 
WILLOW/WARREN* 
Come back. I'm sorry. I'm sorry! Come back... (sobs) 
KENNEDY 
(kneels in front of Willow/Warren) Willow, I don't think you did anything 
wrong. This is just magic. And I think I'm figuring the whole magic thing 
out. It's just like fairy tales. (leans in for a kiss) 
WILLOW/WARREN* 
(recoils) What are you doing?
KENNEDY 
Bringing you back to life.
Kennedy kisses Willow/Warren and the camera circles them as before - alternating 
between Kennedy's hair and Warren's hair. When the kiss is done, it's Willow's 
red hair is where Warren's was before. Kennedy sits back and looks at Willow.
KENNEDY 
(smiles) Hmm. I am good.
WILLOW 
It's - it's me? (touches her face) I'm back? Oh, God...
KENNEDY 
Are you all right?
WILLOW 
I have no idea. (they stand) I'm so tired.
Kennedy supports Willow and walks her into the house.
KENNEDY 
Yeah. I'll make you some tea.
END

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