Part 6:

REVELATIONS

TEASER

EXT. - CEMETARY - NIGHT

Buffy and Spike are fighting vampires. Buffy is busy with two vampires, punching them and knocking them back easily.

Spike is having more difficulty with his one extremely large vampire. He punches it, but with little effect. The vampire swings at Spike, misses, Spike dodging back. Spike then leaps forward, kicking it. This also has no effect.


SPIKE
Oh, Bloody Hell. What are you, a sodding tree?


Buffy with a serious of kicks knocks both of her opponents to the ground. She turns towards Spike.


BUFFY
That's Blake Miller. He was a big football
and wrestling jock when I went to Sunnydale High.
Thought he went off to college on a scholarship.


Blake Miller pauses and turns towards Buffy.


BLAKE
I did go off to college. My parents were whining,
"Come back and visit this summer, you never visit.
See your old friends". Now look at me.


Spike has taken this opportunity to rest a moment. He now launches himself at Blake's turned back, latching on with his arms around Blake's head.


One of Buffy's opponents gets up and runs at her. She casually spins with a stake in her hand and dusts him.

Spike, however, still on Blake's back, is being slammed against a mausoleum.


SPIKE
Ow! Ow!

BUFFY
Do you need help?

SPIKE
No! Ow! Have him right..OW!...where I want him.

BUFFY
Stupid male ego.


Buffy throws her stake, hitting Blake in the chest, dusting him and Spike collapses on the grass. In the meantime, the remaining vampire comes up behind Buffy and tackles her to the ground. She twists in his grip till she's facing him then kicks him off. Getting up, her back is now to a tree. When the vampire comes at her again she reaches up, snaps off a small branch and uses it to dust him.

While Buffy rubs her hands together trying to warm them, Spike approaches her.


SPIKE
What's wrong?

BUFFY
Hands. Cold.


Spike takes the stick from Buffy and places it in his pocket. He holds Buffy's hands in his and starts rubbing them.


SPIKE
Where are your gloves, pet?

BUFFY
Dawn borrowed them. Lost one. Didn't
want to do a Michael Jackson impression
by wearing just the one that was left.


Buffy is starting to be affected by Spike's close proximity. She breathes erratically and begins to babble.


BUFFY
Dawn forgot about the loan rule. If I loan
her something she's supposed to return it,
in perfect condition, clean.



Spike looks at her intently. Trying to cover up her feelings, Buffy glares at him.


BUFFY
You know, this is so not working. You,
vampire, cold. Not warming up my fingers.


Spike starts patting his pockets, searching them then gives up.


SPIKE
Could start a little bonfire but I
left my lighter in my crypt.

BUFFY
That must make it difficult to smoke.

SPIKE
Don't. Been trying to quit. Did you know
that they're addictive?

BUFFY
(deadpan)
Really. I hadn't heard.

SPIKE
Yeah, they are. Think I'm all through
with them then something happens and bam,
I'm back where I started.

BUFFY
We could go to your crypt. Get your lighter.


Buffy moves closer to Spike. Spike starts to take deep, unnecessary breaths. She raises her hands and places them on his chest. He shudders. Buffy lifts her eyes to his, watching him. She leans forward and starts to nuzzle his neck.


BUFFY
You could get me a drink. Warm me up.
Then you could warm me up all over.


Spike moves his head, moaning, giving Buffy better access. He closes his eyes only to jerk them open when she gently bites his neck. His eyes focus on something behind them. Pushing Buffy down, Spike uses the branch from his pocket and dusts the vampire attempting to take them unaware. He helps Buffy up but the mood is ruined.


BUFFY
Damn!
(At Spike's look)
I mean there are so many vampires around.
What's that nine,ten we staked tonight?

SPIKE
Guess we made the world a bit safer, then.

BUFFY
Spike, are you safe? With so many prowling
about? They already got you once.

SPIKE
I can take care of myself. See you
tomorrow, then? Same time?

BUFFY
Sure.


Spike walks off.


BUFFY
(mimicking)
I can take care of myself. Stupid male ego.


End of Teaser



EXT. - U.C. SUNNYDALE QUAD - DAY

Buffy and Willow are sitting on a bench together. Buffy takes her empty brown paper bag, wads it up and throws it in a bin approximately 30 feet away. Several male students see this and look impressed.


BUFFY
And he's like, "I can take care of myself".
Doesn't even remember that I had to help
him just a few moments earlier.


Buffy wads up Willow's empty lunch sack and tosses it in the same far away bin. The male students are now amazed and intrigued. Who is this girl?


BUFFY
Doesn't he realize what is happening around him?
He lives at Vampire Grand Central Station.


Two of the male students that have been watching Buffy approach her.


STUDENT 1
Excuse me. Do you play on the women's basketball team?

BUFFY
(shaking her head, puzzled)
No.

STUDENT 2
Well, you should. You would be good.

BUFFY
(not understanding but thinking it might be a joke)
Right, because I'm so incredibly tall.


The male students walk away, shrugging their shoulders. Buffy watches them then shakes it off, dismissing it and resumes her conversation.


BUFFY
Doesn't Spike realize that he could get killed?

WILLOW.
You're worried about him.

BUFFY
Sure I'm worried. Dawn likes him and
he's helped a lot. He saved you

WILLOW
Buffy, you don't have to justify the fact that
you care about him to me.

BUFFY
I...I guess I do. Care about him.
(smiling, remembering last night)
Willow, before we got interrupted by a vampire,
last night things were starting to get a bit, um, hot.

WILLOW
Really? That's good. It is good, isn't it?

BUFFY
Yeah, it's good.

WILLOW
And the whole trust issue?

BUFFY
That I'm still working on.


EXT. - CEMETARY - NIGHT

Spike is sitting on tombstone. He reaches into a pocket, pulls out some gum and sticks it in his mouth. He's pretending to be nonchalant, but keeps scanning the cemetery, looking for Buffy.

Six vampires approach Spike. Two are holding girls. The girls are dead, their necks broken. Spike pushes off of the tombstone, ready to fight. The vampires lay the dead girls at his feet.


SPIKE
(warily)
What's this?

FRANKLIN
Your dinner, Master, just as you ordered. Young, fresh

SPIKE
What?


Spike sees Buffy who has come upon this scene and is now backing away.


SPIKE
Buffy! Wait

FRANKLIN
It's the Slayer! We'll protect you Master!


Two of the vampires grab Spike, preventing him from going after Buffy. The other four form a wall in front of him facing the direction in which the slayer vanished. Spike struggles, manages to free himself, fighting them off but it's too late. Buffy is gone.


SPIKE
Don't know what the bloody hell is going on but
if it's a fight you're looking for...


Spike starts throwing punches, but there are too many of them. He manages to stake one before the stake is pulled from his grasp. They knock him down to his knees. Two vampires are holding his arms. Another one grabs his head pulling it back.

We see feet approach. The camera moves up over a black lacy dress. It's Kimi.


KIMI
(taunting)
You've been a bad vampire. You spoiled our fun
running around, helping the slayer.

SPIKE
You again? You're going to stake me now?

KIMI
I'm not going to kill you. I'm going to
let the Slayer do it.

SPIKE
(disbelieving)
She wouldn't.

KIMI
I think you're wrong. I've done my research on this slayer.
It seems you aren't her first boyfriend to lack a pulse.

SPIKE
Not her boyfriend.

KIMI
It doesn't matter. Seems the last one went evil but she couldn't
kill him, not at first. She waited. Waited until he terrorized
her friends and family, killed. Waited much
too long. Do you think she'll wait as long with you?

SPIKE
No, it's different. She won't kill me.


Kimi bends down, moves her face directly in front of his.


KIMI
Why? Because she trusts you so much?


Spike flinches as if he's been struck.


KIMI
She'll kill you. It might even hurt her to do it.
I hope it hurts her, but she will do it.

KIMI
Let's go boys.

FRANKLIN
You sure you don't want us to tear his head off now?

KIMI
I'm sure.


The vampires release Spike and start walking off following Kimi. Spike drops to the ground, defeated.


KIMI
With the slayer after him, he'll be dust by tomorrow.


INT. - MAGIC BOX - NIGHT

Buffy is upset. She's going through a weapons chest, looking at stakes, rejecting some, pocketing others. Anya is watching her.

ANYA
Are you sure?

BUFFY
Yes. They were calling him Master.

ANYA
Couldn't that just be a British thing?
(at Buffy's look)
Okay, maybe not.

BUFFY
It explains why he wasn't worried about
staying in the cemetery. They're all pals.

ANYA
But he's been helping you kill them.

BUFFY
Probably setting us up. Getting us to trust him.

ANYA
Do you really think Spike would
betray us?

BUFFY
Because he's never betrayed us before except for,
oh Adam, chaining me up, threatening me with
Drusilla. Those were all misunderstandings.

ANYA
He's different now.

BUFFY
He's a vampire. Vampires don't change.

ANYA
They captured him. They were going to take
all his power, suck him dry. That proves he
isn't on their side.

BUFFY
It proves nothing. He must have decided
if you can't beat'em, join'em.

ANYA
Maybe you could just wish some vengeance
on him. We could give him PMS for a year.
That's one of my favorites.

BUFFY
I can't take the chance.
When Angel lost his soul and went evil, I couldn't
kill him at first. Jenny died because of me.

ANYA
But Spike doesn't have a soul to lose.

BUFFY
Which means he's already evil. I have to
stop him, no matter how I feel about him.
I'm the Chosen One. It's my duty.

ANYA
Damn your duty. Forget your calling.
Please, listen to your heart.
Talk to Spike.

BUFFY
When I forget my calling, people die.


Buffy leaves the Magic Box, heading for the cemetery. Anya is left staring after her.


ANYA
So you'll kill yourself instead.



INT. - MAGIC BOX - NIGHT

Xander and Willow enter. Anya is seated at the table looking glum.


XANDER
Hey, who died?

ANYA
Spike.

XANDER
Huh? What?

ANYA
Well probably not yet. It will take Buffy awhile to walk
to the cemetery, maybe some time to find him, then
they'll fight for a bit. I give it another half hour.
That is, if she goes through with it.

WILLOW
What's going on?

ANYA
Buffy saw Spike in the cemetery
with other vampires.

XANDER
Spike fights vampires in the cemetery
all the time.

ANYA
He wasn't fighting them. They might
have been minions or something. They were calling
him Master, bringing him victims.

WILLOW
But Spike wouldn't do that.

ANYA
I told Buffy that. She didn't listen.
She doesn't want him to start hunting us,
like Angel did.

XANDER
Like Angel. I've got to stop her.

WILLOW
What is it?

XANDER
No time. I can't let Buffy kill Spike.
I can't let it happen again.


Xander starts to rush out.


WILLOW
Wait. I'm coming with you.

ANYA
Me, too.

XANDER
Hurry, my car's out front.


Xander, Anya and Willow race out of the Magic Box, Anya and Willow still looking puzzled.


EXT. - CEMETARY - NIGHT

Buffy is walking through the cemetery. She sees Spike approaching. At the same time he looks up and sees her.

BUFFY
All alone? None of your friends around?

SPIKE
Buffy, let me explain.

BUFFY
Explain what?


Buffy whips out her stake. Spike is stunned, then resigned.


BUFFY
Come on, talk. Mr. Pointy's waiting.

SPIKE
Buffy, I don't want to fight with you.

BUFFY
Good, then this should be over quick.


Buffy starts attacking Spike. Spike is on the defensive, dodging, knocking blows away, and trying not to hurt her. She doesn't seem to be putting much of an effort into her blows which Spike notices.


SPIKE
You don't want to do it.

BUFFY
Do what?

SPIKE
You don't want to kill me.

BUFFY
No, I don't want to kill you.


Spike starts to relax. Buffy sweeps his legs out from under him, knocking him unto his back. Straddling him, leaning over him, she raises her stake.


BUFFY
Doesn't mean I won't.


They stay poised like that for several breaths.


BUFFY
(sad but insistent)
Spike, why? I thought I was. . .I thought
what we had meant something to you?

SPIKE
(quietly)
More than anything.
Buffy, it wasn't how it looked.

BUFFY
(getting angry)
Oh, right. Master. The new vampire term for "hey you".

SPIKE
No. It's not like that.

BUFFY
Explain it to me then.

SPIKE
You won't believe me. Buffy, please,
can you just trust me?

BUFFY
Trust you? The last vampire I loved and trusted
tried to kill me and my friends, then tried to end the world.
When he came back and I loved and trusted him
again, he left me. I can't go through that again. I won't.

SPIKE
Decide Buffy. Either trust me or kill me now.


Buffy sits up, staring at him. She's putting the stake down when it is kicked out of her hand. She looks up. It's Xander. Willow and Anya are a few yards behind.


BUFFY
Xander, what are you doing?

XANDER
I'm not going to let you do this, Buffy.
I'm not going to let you kill Spike.


Buffy gets to her feet and goes towards Xander. Spike slowly rises as well.


BUFFY
Xander, you don't understand. Spike is evil.

XANDER
No he isn't.

BUFFY
But I saw him. Vampires were bringing him food still in the
non-convenient rapidly cooling two-legged packaging.

XANDER
I don't care what you saw. Spike's not evil.


Spike stands there, confused about Xander's defense of him.


BUFFY
How do you know?

XANDER
Spike's got a soul.

XANDER
(looking at Spike)
Guess it falls under the how I spent my
summer vacation category.


Willow gasps. Spike is shocked that Xander knows. Buffy looks at Spike then back at Xander. Turning towards Spike, she marches up to him, confronting him.


BUFFY
(trembling, voice quavering)
Is it true? Do you have a soul?

SPIKE
(quietly)
Yes.


Spike looks at Buffy. He's hopeful, thinking that this is it. Now that she knows that he has a soul, she can love him.


BUFFY
(slapping him)
You bastard!


Buffy stalks off. Anya looks at the rest of them, and then follows Buffy.


WILLOW
Spike, Anya and I will go with Buffy. I'll talk to her.
Xander, you keep Spike with you.

XANDER
What Soulboy, Junior and me?

WILLOW
Xander, shut up and do it. I don't think he should
be left alone right now. Besides, it isn't safe out here.


Willow hurries after Buffy.


XANDER
Come on. My car's this way.

SPIKE
You don't really have to...

XANDER
Willow had on her resolve face. Have to. Besides kind
of interested in how you got the whole soul thing.
I know the Quickie Mart doesn't carry them
and Gypsies aren't too prevalent these days.


They start walking out of the cemetery.


SPIKE
It's a long story involving lots of pain and
suffering on my part.

XANDER
Oh goodie. Make sure you leave in lots of details.


As they leave we see Franklin come out from hiding behind a tree, having watched and listened to everything.


INT. - XANDER'S APARTMENT - NIGHT

Xander enters. Spike stands at the doorway. Xander turns, noticing him waiting for an invitation.

XANDER
Hmm. What to do, what to do.

SPIKE
Fine. Should I go find Red now?

XANDER
(hurriedly)
No, no. Spike you have my grudging and forced
invitation to enter my home.


Spike steps over the threshold. Looks around, checking out the apartment.


SPIKE
Thanks.
(sniffing)
Much nicer than the basement. Smells better, too.


Spike opens the door to Willow's room.


SPIKE
Smells right nice in here.


Xander races over and closes the door to Willow's room


XANDER
That's Willow's room. Stay out.

SPIKE
What? You don't share a room yet?

XANDER
No, not yet. I mean no. No, we don't share a room.


Xander looks at Spike who is smirking at him. Xander tries to distract him.


XANDER
So, you want something to drink?

SPIKE
Sure. Mandatory after being rejected by the woman you love
to get totally and completely drunk. What have you got?


Xander opens a cabinet Its filled with a large variety of bottles, most of which have been opened and are missing a portion of their contents.


SPIKE
Whoa. Bricklayer, I'm impressed.


Spike chooses a bottle. Notices it's a bit dusty. Raises an eyebrow at Xander who is now seated on the couch.


XANDER
Um, went through a bad bit after Anya.
Willow's getting me to stop.

SPIKE
Ah, the love of a good woman. Not that I would know.


Spike opens the bottle, finds two glasses, and pours a large measure in each glass. Walking over, he sits next to Xander and hands him a glass.


XANDER
I told you, Willow's getting me to stop.

SPIKE
You do everything Red tells you?

XANDER
She got me to bring you home.


Spike takes a large gulp. Xander looks at him then does likewise.


XANDER
She acts so sweet and innocent. Next thing you know,
you're having a drink with your mortal enemy.

SPIKE
Never thought of you as a mortal enemy.

XANDER
No?

SPIKE
Buffy, she's a mortal enemy. You, you're a pain in the ass.

XANDER
Hey.


SPIKE
A major pain in the ass.

XANDER
Better.


They both drink some more.


INT. - BUFFY'S KITCHEN - NIGHT

Buffy enters, still upset followed by Willow and Anya.


WILLOW
Buffy are you going to be okay?


Buffy doesn't answer.


ANYA
I'll go check on Dawn. Make sure she's asleep.


Anya leaves to go upstairs.


WILLOW
Buffy, a soul. That's a good thing, right?

BUFFY
Damn him. Why didn't he tell me?

WILLOW
Maybe he wanted you to, um, love him without it?

BUFFY
Well that was stupid. I almost killed him.

WILLOW
Kind of romantic, though.
Oh, in a really foolish, idiotic sort of way.


BUFFY
How'd he get a soul anyway?


Anya reenters and hears Buffy's question.


ANYA
There are lots of ways. A curse, a bargain, a deal.
Could borrow or steal one. There is a hell dimension
where you can send off for one. It does take an
eternity for them to deliver it, though.

BUFFY
Dawn okay?

ANYA
Fast asleep.


Buffy sits, puts her head in her hands. Anya and Willow look at each other worried.


BUFFY
What am I going to do now?

WILLOW
Well, there is a special something that always lifts spirits
and makes everything better.

ANYA
Willow, I thought you couldn't do magic anymore.

WILLOW
Not magic. Better. There always used to be some in here.


Willow opens the freezer door and pulls out a container of ice cream.


WILLOW
(triumphant)
Here it is! Chocolate chip cookie dough ice cream.


INT. - XANDERS APARTMENT - NIGHT

Spike and Xander have been drinking steadily. They are no longer using glasses. Each has his personal bottle from which they are taking occasional swigs.


SPIKE
How'd you know?

XANDER
About the soul? Heard you and Giles talking.


More drinking.


SPIKE
So, why'd you stop her? Thought Buffy staking me
would be your favorite fantasy.

XANDER
Hey, I've got lots of fantasies that...
You should be grateful. I was helping you.

SPIKE
Right. Instead of having a slayer wanting to stake
Me, I now have a slayer wanting to stake me.

XANDER
There is that.

SPIKE
Why? Why'd you tell her?

XANDER
Remember when Angel lost his soul? The whole
awake Acathla and destroy the world scenario?

SPIKE
I was there.

XANDER
Willow was working on cursing Angel again.
I knew. Was supposed to tell Buffy. I didn't.

SPIKE
Why Xander, you hate Angel as much as I do.
Got him sent to hell. Tormented. Good!

XANDER
It hurt Buffy. I hadn't thought about that.
Never wanted to hurt her. Killing you, that
would've hurt her, too.

SPIKE
Listen, Xander. The whole Angel fiasco. I was there.
If Buffy had known it wouldn't have changed anything.
Except maybe she wouldn't have fought as hard,
might have hesitated too much. Telling her could've
gotten her killed.

XANDER
You're not just telling me that to make me
feel better are you?

SPIKE
Hello. Vampire.

XANDER
Yeah. Well, I couldn't do that to Buffy. Not again.


More drinking.


INT. - VAMPIRE'S LAIR - NIGHT

KIMI
Where have you been?

FRANKLIN
I stayed behind. Thought after we went to all that trouble
to set the stage, it would be only right to watch the big
bang finale. Trouble was there was a surprise twist of an ending.

KIMI
What do you mean?

FRANKLIN
All of your research about the slayer, her friends, failed to
turn up one very important fact. The vampire, Spike, has a soul.

KIMI
No. The vampire with the soul is Angel. He's unique.
The only one of his kind.

FRANKLIN
The soul thing must be catching then. Slayer found
out about it tonight. Didn't kill him. We had him.
In our hands. You let him go. You failed.


Franklin starts to advance on Kimi. Kimi looks for Thomas, who is not around The other vampires start circling her.


FRANKLIN
All of your plans fall apart. Our plans for massive recruitment
are thwarted, the talisman of Shezbotha was taken,
used against us. Now, when we could have killed
one of our enemies, you released him.

KIMI
Are you challenging me for leadership?

FRANKLIN
You've failed. You've gotten us killed.
We should be in power now, but we're still
scurrying around the sewers, like rats.


The other vampires are shifting, becoming agitated. Kimi looks around, sees she's surrounded.


KIMI
(resigned)
I concede to you.


Franklin is triumphant Kimi starts swaying up to him, seductively.


KIMI
Now as leader, you're the powerful one,


Kimi moves closer to him, brushing up against him. Franklin is intrigued and aroused.


KIMI
You're in charge. You can do anything you want
(leaning in, whispering in his ear)
Have anyone you want.
(wrapping arms around his neck)
What are you planning to do now?

FRANKLIN
I don't know.

KIMI
(whispering in his ear)
Come on, use your head.

With a sudden twist of her hands she tears Franklin's head from his shoulders. His body quickly disintegrates. All of the vampires are stunned. Kimi casually brushes the dust from her hands.

KIMI
Anyone else have a problem with my leadership?



INT. - XANDER'S APARTMENT

Xander and Spike are still drinking. Xander starts giggling a little.


SPIKE
What? What's so funny?

XANDER
Just thinking. Must put Angel's nose a bit out of joint.
Not being the one and only Deadboy with a soul.

SPIKE
Don't think he knows.

XANDER
We should go to L.A. Tell him.

SPIKE
He'd just get that pained; I'm so constipated,
hasn't had a shit in over 200 years look on his face.

XANDER
Right. One of his five facial expressions.

SPIKE
Eight. Eight facial expressions.

XANDER
I only counted five.

SPIKE
Known him longer.

XANDER
Oh.
(thinking, then starts laughing again)
We could tell him about you and Buffy. Maybe
we'd see expression number nine.

SPIKE
(laughing)
Maybe we would at that.
(sobering up a little)
Would be the last thing I ever saw before
he killed me, though.

XANDER
Hey, bonus for me, then.


INT. - BUFFY'S KITCHEN - NIGHT

Buffy, Anya, and Willow are eating the ice cream directly out of the carton, waving their spoons around as they talk. Willow gets up.


WILLOW
I'm going to call Xander. Make sure that he and
Spike haven't killed each other.


Willow exits.


BUFFY
So is his soul like Angel's? If we have sex
does than mean, poof, he's evil again?

ANYA
No sex ever or evil fiend.
I vote for the evil fiend.

BUFFY
I wouldn't do anything to make him
lose his soul.

ANYA
So - no sex?

BUFFY
Right

ANYA
Bummer.


INT. - XANDER'S APARTMENT - NIGHT

There are chips and assorted bottles spilling over the coffee table in front of Xander and Spike. Periodically they reach into the bags and grab a handful.


XANDER
You know, I used to have a crush on Buffy.

SPIKE
(sarcastic)
That so? I never suspected.

XANDER
(not catching the sarcasm)
Yeah, but nothing ever happened. Not really.

SPIKE
(now Xander has his attention)
Not really? What's that mean?

XANDER
Once she tried to seduce me. She was wearing a raincoat,
high heels, nothing else.

SPIKE
What? When was this?

XANDER
High School. A spell went bad.

XANDER
(Xander smirks at Spike)
Same time Drusilla came on to me.
Even saved me from Angel.

SPIKE
(almost roaring)
What?!

XANDER
(very smug)
Didn't think you knew about that.


Xander leans forward then turns to look at Spike, now very serious.


XANDER
Nothing ever happened with Buffy and I always kind of
regretted it. Always wished that we'd been together at
some point. At least I did until recently.

SPIKE
What happened to change your mind?

XANDER
She explained a bit about your two. You know,
not much. It was a little...scary.

SPIKE
Scary. Yeah, that's how I like'em.



The telephone rings. Xander goes to answer it.


INT. - BUFFY'S KITCHEN - NIGHT

ANYA
Maybe Spike's soul is the super glued on type and
won't disappear with a happy.

BUFFY
Hmm?

ANYA
If that were the case, would you boink him?

BUFFY
Anya, I need to know that I trust him and that he
trusts me. I need to know that he won't ever attack
a human again if his chip fails. I need to love him
and for him to love me back

BUFFY
(resigned)
Yes. I would boink him.

ANYA
Knew it.

BUFFY
Heck, whom am I kidding? If he lost
his soul, lost the chip, and started trying
to kill me again, I'd probably still boink him.
When he was evil, he was so sexy.
And I can't believe I just said that.


INT. - XANDERS APARTMENT - NIGHT

Xander is sitting back down after talking on the phone.


SPIKE
That Willow?

XANDER
Yep. Checking up on us.

SPIKE
She doesn't know, does she?

XANDER
Know what?

SPIKE
That you're in love with her.

XANDER
Me, in love with Willow? That's crazy.
I mean, besides, she's gay.

SPIKE
Not gay.

XANDER
Spike, she's gay. Tara, remember? Willow's
girlfriend for years? She died and Willow became
Miss World Must Be Destroyed 2002.

SPIKE
What about Wolfboy? Know he was a puny little
thing but had all the equipment, right?

XANDER
So?

SPIKE
So, not gay. Likes them both. Don't rightly know
where you fall, so you should be perfect for her.

XANDER
I...Do you think so?

SPIKE
Try not to think about you that way, at all.

XANDER
She's my best friend. She knows everything about me.
I know everything about her. It could work. But maybe
since she knows everything about me she
won't be interested in me. Too boring.

SPIKE
You ever sleep with her?

XANDER
No!

SPIKE
Then still lots of interesting things to learn.

XANDER
I don't even know what to say to her
to let her know how I feel.

SPIKE
I'll help you. Be your Cyrano, only instead of a
big nose I have a big...

XANDER
Stop. Too much information.

SPIKE
(smirking)
Mouth. I was going to say a big mouth.



INT. - BUFFY'S KITCHEN - NIGHT

Willow returns to the kitchen and sits down.


WILLOW
The boys are okay. Still alive. It sounded
as if they were drinking.


Pulls the ice cream carton to her and takes a spoonful. Buffy quickly pulls the ice cream back to her.


BUFFY
Hey, mine.

WILLOW
You're really enjoying the ice cream.

BUFFY
Sure. Don't have to watch my weight
anymore. World's ending.

ANYA
What? Did you have a dream?
Is there a prophecy?

BUFFY
Nope. Xander and Spike are together and
getting along. Hell's got to be freezing
over as we speak.

WILLOW
I don't think the two of them drinking together
is a harbinger of doom.

BUFFY
Fine. More for me then.



INT. - XANDER'S APARTMENT - NIGHT

Spike and Xander are both fairly drunk.


XANDER
My biggest turn on? Formal clothes.

SPIKE
Formal clothes? Waiters, maitre d's get you hot?

XANDER
You. Biggest turn on.

SPIKE
Getting punched in the nose.

XANDER
What?

SPIKE
I get punched in the nose. I bleed. Blood. Vampire.

XANDER
Oh. Wait. When I punched you did you, um?

SPIKE
(sexily)
What, luv?

XANDER
Shut up, Spike. Please shut up.



INT - BUFFY'S KITCHEN - NIGHT


BUFFY
So, enough talk about Spike and me. What
about the two of you? How are your love lives?
Not that Spike and I have a love life.

WILLOW
What about your secret admirer?

BUFFY
Still secret. Willow,
I thought you met someone.

WILLOW
I don't really know her very well yet.
No smoochies.

ANYA
What about Xander?

WILLOW
Oh, I don't know if Xander's dating anyone.

ANYA
No. What about you and Xander?

WILLOW
Xander and me? Anya, we're friends, we've always
been friends. You know that.

ANYA
I don't think so. He's been looking at you in that funny
little way of his. Like he used to look at me. Like he
used to look at chocolate doughnuts.

WILLOW
No, Anya, you're wrong. He doesn't look at me
that way, does he?

ANYA
I'm just saying that you're female, he's male, and you're
living together. Sometimes feelings develop.

WILLOW
But Xander?

ANYA
He's quite good. Really. I should know.
Sometimes I miss him.

WILLOW
Hey, you leave my Xander alone.

ANYA
Oh, I won't touch him. I have Giles now. At least
I used to have Giles, but he left me to go to
England for stuffy old research.

WILLOW
I'm sorry Anya. I know he went to England to help me.

ANYA
That's okay. When he returns we'll have reunion sex.
Reunion sex is even better than make-up sex.
Giles is quite the stevedore, you know.

BUFFY
What's a stevedore?



INT. - XANDER'S APARTMENT - NIGHT

XANDER
Biggest nightmare? Becoming my father.

SPIKE
Me, too. Well, afraid of becoming like Angel, my sire.

XANDER
I thought Drusilla was your sire?

SPIKE
Long story. Drusilla turned me. Angel
was the one who taught me how to be a vampire.

XANDER
Oh. The bad thing is this past year I think I became more
like him, with the drinking, spouting off at the
mouth, and stuff.

SPIKE
Me, I'm still scared the soul's going to turn me
into the Great Poof. If I start gelling my hair
so it stands straight up, promise me that you'll stake me.

XANDER
With pleasure.



INT. - BUFFY'S KITCHEN - NIGHT

BUFFY
Anya, I'm a little curious.

ANYA
About what.

BUFFY
About the boys.

WILLOW
Yeah, you've been with Xander, Spike, and Giles.

ANYA
Buffy, Willow, a girl doesn't kiss and tell.

BUFFY
Hah! Anya you always tell.

ANYA
I'm trying to be good. Trying to keep
private things...private.

BUFFY
Anya!

ANYA
Okay, but no details. Xander is very enthusiastic.
And imaginative. And so sweet. Spike, well, he was
drunk, I was drunk. Still, he was obviously quite
endowed, naturally blessed in that department.

WILLOW
And Giles?

BUFFY
Willow that's just eew.

WILLOW
Maybe to you, but I've always kind of wondered.

ANYA
Giles. I'm in love with Giles. Can't be objective.
Every time he takes his glasses off to clean
them I get all hot and bothered.
(at Willow's look)
He's very thorough, if you know what I mean.

WILLOW
Hmm, thorough is nice.

ANYA
I've been around for more than 1,000 years.
Believe me when I say that with Xander, Spike,
and Giles, we are really, really lucky.



INT. - XANDER'S APARTMENT - NIGHT

Xander and Spike are extremely drunk now. The coffee table is a mess. Their words are slurred.


SPIKE
Never been lucky where love's concerned. Just the opposite.
Everyone I've ever loved has caused me pain except my Mum.
My father, Cecily, Angel, Drusilla, Buffy.

XANDER
Angel?


Spike waves the question away, not really listening.


SPIKE
Even Harmony, the silly bint. Didn't care one
bit for her, but she tried to kill me. Put an arrow in me.

XANDER
Angel?



INT - BUFFY'S KITCHEN - NIGHT

ANYA
So what are you going to do now?

BUFFY
You mean besides being sick? Way too
much ice cream.

ANYA
I mean about Spike.

BUFFY
Don't know.

WILLOW
Maybe you could be friends?

BUFFY
No, not friends. We'll never be friends.
We'll fight and we'll sh...

BUFFY
(stricken)
Oh God!

WILLOW
What's wrong?

BUFFY
Ever realized that something horrible has happened
and you don't know what to do about it?

ANYA
You mean like the feeling you get when
you realize that you've been left at the altar?

WILLOW
Or when you realize you've killed a man by stripping
off his skin then burning him?

ANYA
Or like the feeling when you realize you've
had sex and your friends and ex-fiancée watched you?

WILLOW
Or when you try to kill your friends and totally
destroy the world?

BUFFY
Er, yes. Actually, on second thought,
I guess it's not so bad after all.

WILLOW
What did you realize?

BUFFY
I think I'm in love with Spike.

WILLOW and ANYA
Buffy!

Willow and Anya get up, squealing and hugging Buffy.


BUFFY
Hey. I said I think. I'm not sure yet.
So don't tell anyone. Please.

WILLOW
My lips are sealed.


Buffy and Willow both look at Anya.


ANYA
No one? Not even Giles?

BUFFY
No one.

ANYA
Oh, okay. But believe me, secrets this big have a
tendency to slip out.



INT. - XANDER'S APARTMENT - NIGHT

XANDER
So, what are you going to do now?

SPIKE
About what?

XANDER
Buffy.


SPIKE
Don't rightly know what to do. She didn't love me
before I got a soul. Doesn't love me with the soul.
Maybe I should say to hell with it and eat the lot of you.

XANDER
Very funny, Spike. Uh, Spike that was meant
to be funny, right?

SPIKE
Can't. Chip.

XANDER
Right. That makes me feel so much better.

SPIKE
Xander, I still love her. Even after everything.
Loved her for years. I'll probably die loving her.

EXT. - U.C. SUNNYDALE QUAD - DAY

Buffy and Willow are eating their lunch together, picnic style, on the ground.


WILLOW
So when I got home last night Xander was passed
out on the couch, snoring. Spike was on the floor.
At first I thought he was dead, then hey, he is dead.
Managed to wake him up enough to move him into
Xander's bed and close the drapes so he wouldn't
get all dusty.

BUFFY
So the boys had a slumber party.

WILLOW
More of an eat junk food and drink until
unconscious party.

BUFFY
You've got a houseguest for today, then.

WILLOW
Hmm. After my last class I'm going to go by the
butcher's because, you know, good hostess and not smart to have a
hungry vampire prowling around. Besides if Xander and
Spike are friends now we should probably have some
blood on hand.

BUFFY
Friends? You don't think they're actually friends, do you?

WILLOW
Maybe not, but it looked awfully cozy.



INT. - XANDER'S BEDROOM - DAY

Spike is sleeping on the bed. He wakes up slowly, looking around. He's puzzled, not quite sure where he is. He sniffs the bed linens, then leaps up off the bed, terrified. He backs up against the door and finally notices that he is fully dressed except for his boots which are next to the bed. Breathing an audible sigh of relief, he quickly puts on his boots then goes to the door and opens it. A bright patch of sunlight falls right outside the door. Scanning the room to see what he can use as a shield against the sun, Spike pulls the blanket off the bed and studies it. It has the "Bob the Builder" characters on it.


SPIKE
Oh, I bloody well refuse to use this.


Spike goes to Xander's closet and pulls out a brightly patterned Hawaiian shirt.


SPIKE
I am in hell.


EXT. - STREET - NIGHT

Willow is walking toward the apartment carrying a grocery bag. Kimi emerges from a shadows, startling her.



KIMI
Hi Willow.

WILLOW
Kimi. Hi. Didn't see you there. I thought you learned
you shouldn't hang around in dark places alone.

KIMI
I'm not alone anymore. Now I'm with you.

WILLOW
Well, it's nice to see you again.

KIMI
Are you planning to go to the Bronze tonight, cause if you
are I thought we might go together. Maybe dance a little.

WILLOW
It sounds fun but I can't. Didn't get much
sleep last night. I really need to go to
bed early tonight.

KIMI
Maybe tomorrow.
(sniffing)
What's that smell?

WILLOW
What smell?

KIMI
That smell. Willow are you hurt?
Did someone hurt you?

WILLOW
No. No.

KIMI
The blood. I can smell blood.

WILLOW
Oh. I just bought some for . . .
(realizes)
You. You can smell blood. You're not human.


Willow starts backing away.


KIMI
Willow stop. I'm not going to hurt you.


Willow throws the grocery bag at Kimi then starts to run. Kimi easily catches up and tackles her. She rolls her around until Willow is facing her.


KIMI
Willow, I said I wasn't going to hurt you.
I care about you.

WILLOW
You're a vampire.

KIMI
You're right. I am a vampire.


Kimi grabs Willow's head so that Willow is forced to look at her.


KIMI
Being a vampire isn't so bad, Willow. When
I became one, I felt so powerful, so in control.
But I lost my family, my friends.


Willow is panicking. Kimi starts to stroke Willow's hair, trying to calm her down.


KIMI
I'm so lonely Willow. I need someone who I can
talk to, who understands what its like to be alone, abandoned.

WILLOW
Kimi, please let me go.

KIMI
But, you, Willow. You know what it's like. You've
been lonely, abandoned, too.


Kimi starts stroking Willow's face, then her neck. Willow begins to tremble.


KIMI
We're two of a kind, Willow. Come with me.
Be with me. You'll never be alone again.

WILLOW
(shakily)
No.
(With more conviction)
No. I'm not alone. I have people who care
about me, who love me.


Kimi is now in game face. She leans over Willow's neck and whispers in her ear.


KIMI
And where are they now when you really need them?


Suddenly Kimi is grabbed and whipped away from Willow. Buffy is there, ready to fight.


BUFFY
They're right behind you.

WILLOW
Buffy, be careful.

KIMI
Willow, think about it. I'll always be there for you
when others aren't around or when they don't want to be around.

BUFFY
You better go.


Kimi looks again at Willow then runs off. Buffy rushes to Willow's side.


BUFFY
Willow, are you okay? You're neck's bleeding.

WILLOW
I'm okay


Willow shakily gets to her feet with Buffy's help. Buffy keeps her arm around Willow.


BUFFY
So, that's your new friend.

WILLOW
Yep. I should've known. Sunnydale, relationships,
they don't mix. Thanks for coming to the rescue.

BUFFY
Willow, I know that things have been
difficult lately. I know it's been hard 'cause of
everything that has happened. I want you to know that
you're still my best friend and I love you.


Willow and Buffy hug.


WILLOW
Buffy, I love you too.


INT. - XANDER'S APARTMENT - NIGHT

Xander comes through the door. He notices Spike on the couch, watching television. The room has been picked up, the rug vacuumed, dishes done.


XANDER
You're still here. The houseguest
literally from hell.



Xander notices that the apartment is clean.


XANDER
Hey, you cleaned.

SPIKE
Just 'cause I live in a crypt doesn't mean
I was raised in a barn.

XANDER
But all that time in the basement you never cleaned.

SPIKE
Hey, evil.

XANDER
Wow, who knew that a side effect of getting a soul
is a yen for Windex and Lemon Pledge.


Buffy and Willow enter. Buffy is supporting Willow. Spike leaps up from the couch, concerned.


XANDER
Willow! Buffy, is she okay?


Xander takes Willow from Buffy and leads her to the couch.


WILLOW
It's just a scratch. I'll be fine.

SPIKE
Red, can I do anything for you? Get you anything?
Kill anyone for you?

WILLOW
No thanks. But thanks for asking. I was
bring you dinner but I...I dropped it.

XANDER
What happened?

WILLOW
Please, Xander, I don't want to talk about it.
Could you just help me change and get into bed?

XANDER
Sure, Willow. Whatever you want.


Xander picks her up from the couch and starts carrying her to her room.


WILLOW
Xander, I can still walk. Oh, wait, Spike
I have something for you.


Willow digs around in her pocket and with some effort finally pulls out an object and hands it to Spike.


SPIKE
It's a key.

WILLOW
Yeah, I figured the cemetery's not safe anymore
so maybe you could stay here, if that's okay with
you, Xander. Spike can sleep on our couch.

XANDER
Willow, I'm not sure that's a good idea.

WILLOW
I suppose he could stay with Buffy.
They have an extra room.

XANDER
No, no it's fine.
(looking at Spike)
I guess we're roomies again.


Xander turns and carries her the rest of the way to her room, shutting the door behind them.


(Off Screen)
WILLOW
Hey, who cleaned?

SPIKE
So, you want to tell me what happened?
Who hurt her?

BUFFY
Her new friend, Kimi. Seems as though she
wanted to recruit Willow to be part of the undead club.

SPIKE
This Kimi, small, oriental, a real bitch?

BUFFY
You know her?

SPIKE
Met her. Twice now. She was the one that set me up

BUFFY
Set you up.

SPIKE
I figured it out. She knew you were there.
Knew what you'd think. Probably thought
you'd stake me on sight.

BUFFY
It almost worked.

SPIKE
Bloody Hell. When I find that bitch she's going to be
too busy picking up pieces of herself to ever
sniff after Willow again.

BUFFY
Spike, you really love her, don't you?

SPIKE
What?

BUFFY
Willow, you love her.

SPIKE
'Course I do. She might have gone a bit wonky
with all that magic mojo but she's smart, sweet,
gentle-like. A real lady.

BUFFY
She cares about you. Anya, too.
Anya stood up for you - didn't
want me to kill you.

SPIKE
Well that's right nice to know.

BUFFY
I was the one who thought that
you should be-


Spike takes Buffy in his arms, lifting her chin so that he's looking in her eyes.


SPIKE
Shh. Buffy, it's your job, your responsibility to kill
vampires, not theirs. You're the Chosen One. They
have the freedom to discuss and debate the right or
wrong of things, but you, you have a duty.

BUFFY
But I almost killed you. Sorry.

SPIKE
Don't be sorry. Soul or no soul, I am a
vampire and you are a vampire slayer.
If it ever comes down to it and you have to
kill me, don't ever regret it.


Xander emerges from Willow's room. Buffy and Spike step back from each other.


BUFFY
Is Willow asleep?

XANDER
No, not yet. She didn't want me hovering anymore.
It was that friend of hers, wasn't it? That Kimi.
She did this to Willow.

SPIKE
She's not just any vampire, Xander. She's a master.

BUFFY
Well, I better go. Dawn's alone and it's getting late.

SPIKE
I'll walk you home. Need to go out and get
some clothes, blood and stuff if I'm going to be
moving in here.

XANDER
Spike, Buffy, don't go after Kimi.


Spike and Buffy stare at him.


XANDER
Not tonight. I can't leave Willow. But when you
do go after her, I want to be there. Nobody
messes with my Willow.

BUFFY
Okay, but we'll do it soon.

XANDER
All of us.

BUFFY
Right. All of us.


Buffy and Spike go to the door, Xander following them. Spike opens the door and steps out into the hall, waiting for Buffy.


BUFFY
Xander, look after Willow for us.


Buffy gives Xander a big hug.


BUFFY
And look after yourself. I love you.

XANDER
I love you, too.


Xander looks over Buffy's shoulder at Spike.


XANDER
You better go with Spike now. Dawn's
probably wondering where you are.


Buffy releases Xander and smiles at him.


BUFFY
You're right. Let's go Spike.
Bye, Xander.

XANDER
Good-bye, Buffy.


Spike and Buffy walk away. Xander closes the door.


XANDER
Spike, take care of her. If you ever
hurt her, I'll kill you.


Spike and Buffy are walking down the hall. Spike pauses, listening. He's heard Xander.


BUFFY
Spike, is something wrong?

SPIKE
(smiles and looks down at Buffy)
No, nothing's wrong. Nothing at all.



Fade to Black

Part 8:

TRANSFORMATIONS


TEASER

EXT. - PARK - DAY


Buffy is standing behind the swings, the sun shining on her hair, a smile of laughter on her face. In front of her is shadow and fog, out of which comes a swing. Spike is seated on the swing as it completes it pendulum like movement.


SPIKE
Don't know why I can't do the pushing.

BUFFY
'Cause you wouldn't push.
You'd just hang on.


Buffy gives Spike a powerful shove, swinging him forward where he disappears into shadows. After a moment, he comes back.


BUFFY
(teasing)
Why won't you just stay away!

SPIKE
No matter what you do, luv,
I'll come back to you.


Buffy pushes him again, sending him back into the shadows. A few moments pass and the swings returns, empty, the seat swinging wildly, the chains clanking.

BUFFY
Spike?


Buffy starts walking around the swings, searching. She enters the fog and shadows, which swirl around her. Near a tree she sees a couple entwined. She can't see their faces but the female is a brunette and the male has Spike's distinctive white hair. Buffy angrily approaches the couple.


BUFFY
Spike, I thought you weren't ever
going to feed again.


Buffy pulls the couple apart. The brunette is Drusilla, in game face, her fangs dripping with Spike's blood. As Buffy watches, Spike expression switches from agony to pleasure and he too, assumes the face of a vampire. Buffy backs away in horror.


DRUSILLA
Foolish girl. You knew he
always belonged to me.


Spike swings Drusilla around and they kiss as Buffy starts to flee.


INT. - BUFFY'S BEDROOM - DAY

Buffy wakes, sitting up, still panting slightly. It was all a dream. Dawn enters, dropping a package on Buffy's bed.

DAWN
Hey, sleepyhead. Your mystery
masher strikes again.


Buffy looks at the present, blankly. She's still bothered by her dream.


DAWN
Open it already. It might be
something I want to borrow.


Buffy, still silent, unwraps the gift. Lifting the box top reveals a pair of black leather gloves. Under the gloves is another poem.


DAWN
Gloves. Bummer. I was hoping for a
nice piece of jewelry that I could
scam off of you. Maybe next time.


Buffy picks up the gloves and looks at them, perplexed. There's something she should know about the gloves, but she can't figure it out.


INT. - XANDER'S APARTMENT - DAY

Xander is seated on the couch watching cartoons. Next to the couch is a large trunk containing Spike's possessions. Willow sleepily wanders in, still in her gown, robe and slippers and plops down on the couch next to Xander. Spike hands her a glass of orange juice and puts a glass in front of Xander. He then goes back to the kitchen and returns with two plates of pancakes, handing one to each of them.

WILLOW
You made me pancakes?

SPIKE
Like them, don't you?

WILLOW
I do, but you made me pancakes?

SPIKE
Been looking a little scrawny lately.
Thought you needed spoiling a little.

WILLOW
But you made Xander pancakes, too!

SPIKE
Had left over batter. Didn't
want to waste it.

WILLOW
Spike, you don't have to fix us
breakfast, you know.

SPIKE
Used to get Drusilla breakfast. Used to
bring her the newspaper with...

XANDER
Stop. Don't finish that. I'd like to
enjoy my food without getting any
nasty mental pictures.


Xander and Willow start to eat as Spike grabs his mug of blood from the kitchen and returns.


WILLOW
Spike, do you miss Drusilla?

SPIKE
A century of bringing
her breakfast, helping her,
dress, reminding her who she was -
got to be a habit.

WILLOW
And for the last few years you've
been by yourself. Are you lonely?

XANDER
Of course he's not lonely. He's a vampire.
Now can we get back to the Road Runner?

SPIKE
So, what's on the schedule for today?

XANDER
It's Saturday.

WILLOW
Saturday we watch cartoons.

XANDER
Then we watch more cartoons.

WILLOW
Then I do laundry.

XANDER
I help her fold.

SPIKE
Exciting life you two lead.

WILLOW
Wait until Sunday.

XANDER
On Sunday we pay bills.

WILLOW
Occasionally we argue about who bought what.
It can get pretty vicious.

SPIKE
Be still my heart. Wait. It is still.

WILLOW
Tonight Xander and I are going
over to watch videos with Dawn while
you and Buffy patrol. And in a
couple of days its Buffy's birthday.

XANDER
Buffy's birthday. Always
good for thrills.


Spike goes to the couch holding his mug of blood and indicates for Willow to scoot over and make room for him. She does. Spike sits down and motions Willow to move over some more. Unthinking, Willow does so again. Spike gives her another nudge.

SPIKE
Come on, Red. Give a
fellow some room.

WILLOW
Spike, you've got practically
half the couch now.

SPIKE
You think it's easy for me to
concentrate on the telly with all that
nice blood pumping next to me?
Need some space.


Willow grudgingly moves farther over. She is now practically in Xander's lap. Xander happily puts his arm on the couch behind Willow and looks over at Spike.

XANDER
(mouthing silently)
Evil.

Spike, pleased, sips his blood and smiles.


END OF TEASER



INT. - BUFFY'S LIVING ROOM - NIGHT

Xander, Willow, and Dawn are eating pizza, watching a video. Buffy is dressed to patrol, impatiently pacing in front of the door.

BUFFY
He's late.

WILLOW
Spike will be here. He was
meeting with George, then he said he'd be
over here around 7:00. It's only 7:02 now.

BUFFY
I can't believe he has
another demon working for him.

WILLOW
George is really neat. All dark and smoky.

XANDER
She means neat as in gives you shivers
and really creeps you out.

BUFFY
You two met him?

WILLOW
He came to the apartment before we left.

BUFFY
Did he seem dangerous?

WILLOW
No. Kind of insubstantial. Spike's planning
on using him for surveillance. He can fade
into the shadows. Demons won't know if
they're being watched. Buffy, what's wrong?

DAWN
She had a nightmare last night. Freaked
her out. Won't talk about it, though.

WILLOW
Hey, nightmare expert here.
Or was it a prophecy?

BUFFY
Drusilla was in it.

WILLOW
Brrrr. Definitely scary nightmare figure.

XANDER
I don't know about that I had this one
dream where she...Never mind,
shutting up now.


Spike comes in. Xander and Willow give him a wave. Buffy is relieved to see him and starts to go towards him, but Dawn leaps up from her seat and gets to him first, hugging him.


DAWN
Hey, Fangface. Glad you're here.
Buffy was getting worried.

BUFFY
(at Spike's look)
You were late. And I wasn't worried.

DAWN
She so was.

BUFFY
I just wanted to get patrolling. Don't
want to keep the monsters waiting.

SPIKE
Fine. Let's go.
(Spike looks at her hands)
Don't forget your new gloves, luv.

BUFFY
Right, my gloves. I ...
Spike, how did you know?

DAWN
Omigod!

XANDER
What?

DAWN
Omigod! It's Spike!

WILLOW
What? What's Spike?

BUFFY
Spike? You're the one? The one
who's been leaving me presents?

SPIKE
(pleading)
Buffy, can we not do this here?

BUFFY
The poems. You wrote all those
poems for me, didn't you?

SPIKE
(anguished)
Buffy, please, not here.

BUFFY
Tell me the truth.

SPIKE
Yes. I did. I know they're not any good.

BUFFY
Not good?


Buffy turns and rushes up the stairs. Xander, Willow, and Dawn stare at Spike.


XANDER
So, Spike. Can't suck girls anymore so
now you're writing them poems that suck?


Xander starts to say something else, but stops as Spike turns to face him. It's not brash, cocky Spike there anymore, but desperate, vulnerable William. Spike pulls the door open and rushes out into the night. Xander, Willow, and Dawn are stunned into silence. Buffy descends the stairs holding a packet of notes, tied up in a ribbon.


BUFFY
Where's Spike?

WILLOW
He left.

BUFFY
Left? But I have all his poems here.
I thought maybe he would read a
few to me. Why did he leave?

DAWN
Xander made some stupid
comment about Spike's poetry.

WILLOW
I think his feelings were hurt, Buffy.

XANDER
Hey, I didn't mean it. Well, I
Did, but I didn't think it would hurt his
feelings. It's Spike.


Buffy drops the poems on the table and starts putting on her coat, stuffing stakes into her pockets.


BUFFY
I've got to go find him.

WILLOW
He'll come back Buffy.

BUFFY
You don't understand. My
dream last night. Drusilla came back
- she came back for Spike.


Buffy pulls the door open. Xander gets up and grabs his coat as well.


XANDER
Hang on, Buffy. We're coming with you.

DAWN
He wouldn't just leave with her would he?

BUFFY
I don't know. You guys catch up to me.

XANDER
Wait. Where are we going?

BUFFY
The park. It's got to be the park.



EXT. - PARK - NIGHT

Spike is slowing down, not paying attention to where he's going, practically, stumbling in his escape from Buffy's house. He's fisting his eyes, trying desperately to keep from crying.

SPIKE
Wanker. Stupid git. Never learn.
No one likes your bloody poetry.

DRUSILLA
What catastrophe has occurred
that brings this knight to tears?

SPIKE
(exasperated)
Drusilla. Perfect.


Spike drops his arms to his sides and turns to face her. Drusilla sways over to him. She starts running her hands over him as she glides in a circle around him.


DRUSILLA
Spike. Doesn't the slayer like that shiny
new armor you fought so hard to get?
Doesn't it cover up the old wounds and blood?

SPIKE
What are you doing here?

DRUSILLA
I came for you, Spike. You gleam.
All effulgent.

SPIKE
Dru, go away.

DRUSILLA
You've got a soul now but you're not
one of them. You'll never be one of them.
You're my bad dog, Spike.

SPIKE
No. I'm different now.


Drusilla smiles and whispers into Spike's ear.


DRUSILLA
There'll be a day when you bite again.
You will. It's what you are. It's what we are.
What will the slayer do when that new shiny
armor is covered with fresh blood?
She'll send you away, that's what.


Spike grimaces. With a single fingertip Drusilla strokes his face.


DRUSILLA
You're still my Spike. That armor,
it constrains you, binds you, causes you pain.
Let me strip it from you. Let it float away
like before.


As Dru closes the gap between them, brushing up against Spike, she switches to her vampire visage.


SPIKE
Dru, don't.

DRUSILLA
Weren't we happy, Spike? No nasty
thoughts swirling 'round the head,
stabbing, hurting us. I could make you
happy again.


Dru begins to lean towards Spike's neck.


BUFFY
Get your scraggly, manicured
deprived nails off of my Spike.


Dru swirls around, facing Buffy who is seething with anger. Dawn, Xander, and Willow are behind her.


DRUSILLA
Your Spike?
(laughing)
He's never been your Spike.
He's mine. I made him. He'll
always be mine.

BUFFY
Spike?

SPIKE
She's my sire. Manage to ignore
it most of the time.

DRUSILLA
Spike's my bad dog.

BUFFY
Fine. He's yours. But I -
I challenge you for him.

XANDER
What?

SPIKE
Buffy. Don't.

BUFFY
I'm not going to lose the only
person who's ever cared enough
about me to write me poetry!

SPIKE
You liked them? You really liked them?

BUFFY
I loved them.

DRUSILLA
A challenge for sireship. This
is the second time for you, Spike.

SPIKE
(shrugging)
What can I say? I'm irresistible.
(to Buffy)
You know, it's not a fight to the death.
Just until one of you concedes.

BUFFY
I don't get to kill her? Darn.

SPIKE
I can't help you, luv. You've got to do
it alone. Watch the eyes. She's good
at the thrall.

BUFFY
No eyes. Got it.


Spike nods to Buffy, then moves off to the side to sit on a park bench. Xander, Willow, and Dawn join him.


DAWN
Spike, what's going on?

SPIKE
Buffy challenged Dru for me.
If Buffy wins, Dru loses her power
over me. If Dru wins, I'm still hers
and her power is strengthened.


Buffy and Drusilla start to fight with a swirl of kicks and punches.


XANDER
You're just going to sit here and watch?

SPIKE
Can't do anything. Would be cheating.

XANDER
Like that ever stopped you before.

SPIKE
This is important, you git.
Challenges almost never happen -
Sires being sacred and all.

WILLOW
So if Buffy loses you'll leave with Dru?

SPIKE
Suspect first she'll bite me.
Take my soul away again.


Willow reaches over and takes his hand. Dru and Buffy tumble past them.


WILLOW
Then I guess Buffy had better win.


Dawn snuggles up closer to him and takes his other hand.


DAWN
We can't lose you, Spike. If Dru
beats Buffy, can I challenge her?

SPIKE
You'd do that for me?

DAWN
There is no way you're leaving
me again.

XANDER
Oh, crud. Look.


On the opposite side of the park a group of eight vampires approach, Kimi and Thomas among them. The vampires see the slayer and Dru battling and come closer to watch. Buffy grabs Drusilla, slams her into the ground, then launches herself on top of her.

The vampires settle on a bench across from the Scoobies to watch the action. Kimi spies Willow and gives her a little wave. Xander sees this and is incensed.


XANDER
That's it. I'm going over there.

WILLOW
And what? Get eaten? There's too many
of them for us and Buffy is kind of busy.


Drusilla now has Buffy on the ground. She stares into Buffy's eyes, raising two fingers of her hand. Spike sits up, worried.


DRUSILLA
Look at me. Be in me.


Spike starts to rise, but at that moment Buffy looks away from Drusilla, slamming her to the side with a blow.

BUFFY
How'd you like my fist in you?


Anya teleports next to the park bench.


ANYA
Spike. I've been looking for you.

SPIKE
Bit occupied at the moment.


Anya glances to see what he's watching and sees Dru and Buffy battling.


ANYA
Oh. What's happening?

DAWN
Buffy challenged Dru for Spike.

ANYA
A challenge? For sireship?
That's very rare.

WILLOW
Those vampires over there came
by and stopped to watch.

ANYA
That's whom I wanted to talk to Spike about.

SPIKE
Demon girl, can we do this later?

ANYA
Okay, but we will talk.


Buffy and Dru tumble past the onlookers, still fighting. Anya points to the vampires across the street.


ANYA
Hey, they brought snacks.
Why didn't we bring snacks?

XANDER
That's not snacks, Anya. That's
the guy that runs the 7-11.

ANYA
Oh.
(mumbling)
Popcorn would have been nice.


Buffy finally has an exhausted Dru in a headlock.


BUFFY
Do you concede or can I kick your
skanky butt around some more?


Spike and the Scoobies approach Buffy.


DAWN
Took you long enough.

BUFFY
Sorry. The whole not staking part
was harder than I thought.

WILLOW
So what now?

SPIKE
Buffy. Let Drusilla go.
Dru, you lost - do it.


Buffy releases Dru who gives herself a shake, then stares at Spike. Without looking away she lifts her wrist to her mouth and bites. She then extends her bleeding wrist over the ground, the blood welling and dripping at her feet.


DAWN
Eew.

SPIKE
Say it, Dru.

DRUSILLA
With this blood I relinquish my
claim to William the Bloody. His blood is no
longer my blood. My blood is no longer his.


Spike goes into game face and carefully slits his wrist. He, too, drips blood unto the ground, letting it soak into the dirt.


SPIKE
With this blood, I relinquish my
claim on Drusilla as my sire. Her
blood is no longer my blood. My
blood is no longer hers.

DRUSILLA
It's done. You're gone from me.
I'll miss you Spike.

SPIKE
Good-bye my princess.


Spike and Dru start to embrace but Buffy loudly clears her throat causing them to stop and look at her. Dru smiles then quickly leans over and passionately kisses Spike. Smiling smugly at Buffy she turns away. She walks past Anya, Dawn, and Willow but pauses as she nears Xander. Dru turns to face him and brushes a fingertip across his cheek.


DRUSILLA
I remember you.
What a nice kitten.


Xander stares at Drusilla. Willow moves forward, slapping Drusilla's hand away and imposing herself between them.


WILLOW
Leave him alone.


Dru looks at her, then turns and walks off. Xander lets out an audible sigh of relief and Willow puts her arm around him.


BUFFY
Is that it? Are we done?

SPIKE
No, but I don't think you
really want to finish it.

BUFFY
Tell me.

SPIKE
Buffy, to finish it you've got to drink
some of my blood and I've got to
drink some of yours.

DAWN
Eew again.

XANDER
Add to that an ick.

BUFFY
How much do I have to drink?

SPIKE
Drops. The blood's symbolic.

BUFFY
Fine. Let's do it.


As Spike and the others stare at her, Buffy brings out a sharp stake from her clothes. Quickly she uses it to scratch her wrist.


BUFFY
Fine. I'm bleeding. Now what.

SPIKE
You say that with this blood you claim
William the Bloody then I lap your
blood. Next you drink from me.

BUFFY
Okay. With this blood...


Buffy has started to sing song it but stops and looks at Spike. She begins again. This time she's serious, intent.


BUFFY
With this blood I claim
William the Bloody.


While Dawn makes a disgusted face, Spike leans over and reverently sucks on the scratch Buffy has made. Buffy grabs Spike's wrist and brings it up to her mouth.


SPIKE
With this blood I submit to the claim
of Buffy Summers, the Slayer.


Buffy, lifting her eyes to Spike's, she carefully places her mouth on his wrist.


XANDER
Okay. Officially grossed out now.

DAWN
So did it work?


Buffy straightens up. Anya hands her a tissue to wipe her face. Buffy uses it while continuing to stare at Spike, who can't take his eyes off of her.


BUFFY
It worked. Spike's mine now.

SPIKE
They're gone.

BUFFY
Who's gone?

SPIKE
Angelus, Dru, the whole lot of them
that came before me in my line. Swirled
around in me like bubbles in a fizzy drink.
Now, nothing. Only thing left is you,
Sunshine.

WILLOW
Guys? Kimi, the other vampires,
they've left.


Buffy manages to tear her gaze away from Spike. The vampires are no longer in sight.


BUFFY
That's our cue to go home.


Everyone starts to head back towards the house. Buffy and Spike glance at each other then start walking side by side, their arms brushing as they move.


INT. - BUFFY'S LIVING ROOM - NIGHT

As Buffy enters the house with Spike next to her the phone rings. She hurries to answer it as the others troop inside. Spike goes to lean against the wall near Buffy.


BUFFY
Angel? Angel, what's wrong?


The others look toward Buffy, curious as to why Angel is calling.


BUFFY
Spike? He's okay. He's right here.
Do you want to talk to him?

Spike straightens up from his slouching position, ready to take the phone but Buffy shakes her head at him.


BUFFY
Calm down. I think I know what happened.
Drusilla was here. Her claim to Spike
was challenged.
(after a pause)
I challenged her. I won.


Loud noises start coming from the phone. Buffy pulls the receiver from her ear and places it on her stomach, muffling it. She smiles at Spike who returns her smile. After a moment, Buffy lifts it back up to her ear.


BUFFY
Angel, stop. It's done.
I know what I'm doing.


Buffy listens for a few more minutes, then impatiently interrupts Angel's tirade.


BUFFY
I'm sorry you feel that way.
It's late. I'm hanging up now.
Bye, Angel.


As Buffy hangs up the phone everyone watches her, wondering about the conversation.


XANDER
So, what did the great brooder want?

BUFFY
He thought Spike was dead. He
said he couldn't feel him anymore.

SPIKE
Guess it went both ways, then.

BUFFY
What was really freaky is I could
swear he was considering challenging
me to be your sire.


Spike looks down at his feet, embarrassed.


SPIKE
(mumbling)
Wouldn't be the first time.

DAWN
What?

XANDER
Angel challenged for you?

BUFFY
Spike. Explain.

SPIKE
Long time ago. Challenged Dru. Won.
Later Darla made him give me back.
Afterwards Darla gave him a pretty little
gypsy to make him feel better.

BUFFY
Angel was your sire? For how long?

SPIKE
Angelus. Bout a dozen years.

DAWN
Why would Angelus want Spike?


Everyone stares at Dawn. Spike just looks at the ground.


DAWN
Oh, I get it. Like the Buffybot. He wanted
to play checkers, didn't he?

XANDER
Right. Say, when Angel lost his
soul, did he...play checkers?

WILLOW
Xander! Whether or not there was any...
checker playing is so not our business.
Checker playing is private, personal.

SPIKE
's all right. Wheelchair, remember. Angelus
was never much for playing with broken toys.

ANYA
Are we all done analyzing this and
can we talk about my problem now?


Buffy takes Spike's hand in hers and leads him to the couch where they sit next to each other. Dawn happily plops on the couch on the other side of Spike.


BUFFY
Anya, what's wrong?

ANYA
Those vampires. They just waltzed into
the Magic Box and started taking things.
I tried threatening them with you, Spike,
but they just laughed.

SPIKE
Did they hurt you?

ANYA
No. They said they weren't interested
in getting mixed up with a vengeance demon.
Some of things they took, however, were
quite expensive.

SPIKE
Make a list and tally it up.
Take it out of my fee.

WILLOW
What did they take?

ANYA
Lots of things; the venom from an asp,
powdered hemlock, and my very last
vulture talon.

SPIKE
Asp venom?

DAWN
What is it, Spike?

SPIKE
Just seems familiar.

XANDER
Do you think you know what
they want with that junk?

ANYA
Not junk, very expensive merchandise.

SPIKE
Can't think of it.

BUFFY
Listen, why don't all of us meet tomorrow
morning at the Magic Box. We'll go over the
entire list and do some research. Whatever the
reason they wanted this stuff; it's not going to be good.

XANDER
Sounds like a plan. Anya
do you need a ride?

ANYA
No, thank you. I'll
just teleport back.


With a quick flourish, Anya disappears. Xander and Willow get up to leave.


WILLOW
Spike, why don't you ride home with us?


Buffy stands and goes towards Willow and Xander. Spike sits forward on the couch, looking at the floor. He seems almost too shy to meet their eyes.


BUFFY
Guys, would you mind if Spike stayed
here tonight? I think the two of us need to talk.

WILLOW
Sure. Talk. Talking is good.


Xander looks at Spike, sitting quite still on the couch.


XANDER
Spike?


Xander waits until Spike lifts his eyes to meet Xander's gaze.


XANDER
See you tomorrow, okay?

SPIKE
Okay.


Buffy hugs both Xander and Willow as they leave.


BUFFY
Thanks, guys.


After Buffy closes the door behind them, Dawn jumps up from the couch.



DAWN
Boy am I tired. I'm so sleepy I think
I'll go right up to bed. Bet I fall asleep
as soon as my head hits the pillow. And you
know when I'm this tired I'll sleep through
anything. The house could fall down and
I'd just keep snoozing away.


BUFFY
Good night Miss Subtle. Love you.

DAWN
Love you, too. Good night, Spike.
Have a nice "talk".


As Dawn bounds up the stairs, Buffy turns to look at Spike and smiles.



INT. - MAGIC BOX - DAY

Anya is busy compiling a list while Willow and Xander are gathering research books off the shelves and ferrying them to the table. Buffy and Dawn enter helping to shelter a blanket covered Spike from the sun. Spike deposits his still smoking cover onto the back of a chair.


ANYA
Spike, good timing. I'm almost
finished with my list.


Spike and Buffy go to stand beside Anya, examining her list. Willow frantically motions to Dawn to join her and Xander.


WILLOW
So? What happened after we left? Spill.

XANDER
Yes, enquiring and perverted minds
want to know.

DAWN
Nothing.

XANDER
Nothing happened? I thought the two of them
would have caused the Cal Tech seismograph to react.

DAWN
I went upstairs and made a lot of noise like
I was going to bed, but then I crept out into
the hallway to listen and...nothing. All
they did was talk. It was such a bummer.

WILLOW
Talking is good. But no smoochies even?

DAWN
If there were, they weren't the kind
with the heavy panting and smacking.
I did find them on the couch together
this morning. Fully clothed but kind
of entwined.

XANDER
They just talked?

DAWN
Yep. But something is going on with
those two. They're in synch.

XANDER
They've become a boys band? That's
scary even for the Hellmouth.


Willow lightly punches Xander on the arm who just grins back at her goofily.


DAWN
I'm serious. I'm going to do something
to get their attention. Watch them, not me.


Dawn grabs one of the heavy books off of the shelf. She walks out into the middle of the store, then purposely drops the book with a crashing thud. Anya gives a little jump. Buffy and Spike, on each side of Anya, simultaneously raise their heads, tilting them slightly to look at Dawn. They both relax and smile at Dawn after realizing that she's okay.


DAWN
Oops! Sorry. Dropped a book.


Dawn picks the book back up and once she sees that Spike and Buffy are occupied again, and scurries back over to Willow and Xander.


DAWN
Did you see that? In synch.

XANDER
That was a little spooky.

DAWN
It's been like that all morning.

WILLOW
It has to be some side effect of
the whole sire thing.

DAWN
So is it good, bad or
just totally weird?

XANDER
My vote's on the last one.

SPIKE
Hey! I remember now.


Willow, Xander, and Dawn wander out of their corner to watch Spike climb up the ladder to the back bookshelves. Spike begins to search, and then spying the one he wants, grabs it and hurtles down to the gang.


WILLOW
Doesn't he seem way too familiar
with Giles' books?

SPIKE
I knew I'd heard of this before.
Years ago, when Dru was weak, thought
about performing it myself.


Spike seats himself at the table, flipping through the book. The others join him, sitting around, watching as he tries to locate the right page.


SPIKE
Here it is. It's the elixir to release the vampire's life form.

BUFFY
What's that mean?

SPIKE
When a human becomes a vampire the
demon changes the body. Makes it work for them.
We become faster, stronger so we can hunt,
the fangs so we can feed. The cost is our
vulnerability to things like sunlight. But basically
the demon is still working with the human
body. This potion changes that.

WILLOW
Changes it? How?

SPIKE
The body is replaced with a demon form.
Supposed to be huge, deadly. A killing machine

XANDER
Basically this spell causes the vampire
to what? Hulk out?

SPIKE
Actually, that's not a bad analogy.

BUFFY
And you were going to use this on Dru?
(at Spike's shrug)
Thanks a lot.

WILLOW
So we need to stop this.

SPIKE
No need. Couldn't find all the
ingredients. Searched everywhere. That's
when I first started locating pieces of the Judge.
Figured, what the hell, and began
assembling him instead. Took awhile.

XANDER
Oh, and by the way, thank you for
that little episode of "the world is
coming to an end".


Spike turns towards Buffy and takes her hand in his.


SPIKE
Love the way you blew that pillock
up. A rocket launcher - in a mall. Bloody
brilliant.

XANDER
The rocket launcher was my idea.
Soldier boy here.

SPIKE
Well, good work then, soldier boy.

WILLOW
But this spell - maybe they'll
find everything.

SPIKE
Don't think it's possible.
The one thing I couldn't find
doesn't exist anymore. Any
that were around have been crushed and
ground up into so many spells.
Useless for any more.

BUFFY
What couldn't you find?

SPIKE
A chunk of a dragon's heart and being that
dragons aren't so thick on the ground
the spell's no good.

DAWN
That's not true.

BUFFY
What?

DAWN
It's not true that there aren't any
dragon hearts out there.

SPIKE
Sweetheart, I looked. Believe me.

DAWN
Maybe there wasn't one when you looked
but there is now.

BUFFY
Dawn.

DAWN
Buffy, the portal. When Glory opened the
portal, things came through. One of
them was a dragon.

XANDER
Damn!

SPIKE
Forgot about that.


Willow is still examining the book.


WILLOW
It says here that the elixir needs to
be drunk under moonlight.

XANDER
They were at the park. Maybe
checking out locations?

ANYA
And since last night was their
shopping night -

BUFFY
It will be tonight.



INT. - KIMI'S BEDROOM - DAY

Thomas and Kimi are sprawled on the bed next to each other. Thomas is bare-chested, covered at the waist with a sheet. Kimi is wearing a silk teddy. She's running her hands over his chest.


THOMAS
What are you thinking about?

KIMI
I like this chest. I like your body.
I like touching it. Feeling it under me,
feeling it over me. After tonight, will
I ever feel this chest again?

THOMAS
Second thoughts? This elixir
idea was yours.

KIMI
Don't you ever have second
thoughts, regrets?

THOMAS
Nah.

KIMI
Do you ever regret that I turned you?

THOMAS
What brought this on? Oh, the
little redheaded bitch.

KIMI
She didn't want it.
She didn't want me.


Thomas gathers Kimi up in his arms and tilts her head with a hand to look into her eyes.


THOMAS
I have never regretted one
moment with you.


Kimi leans forward and kisses him, then lowers her head to his shoulder, smiling.


THOMAS
I'd been in the infantry. Been in the war.
Thought I'd seen every horror there was.
Then you came into my life and opened
my eyes to true and lovely terror.

KIMI
You were cute. So open and honest,
so naïve, so American.

THOMAS
Tonight, however we change, it
will be okay as long as we change together.

KIMI
Maybe we should try it out first, though.
On one of those idiots out there.

THOMAS
Sure, if it will make you feel better.
In the meantime, why don't you have fun
with this chest of mine that you're so fond of?


Thomas starts pulling Kimi on top of him. With squeals of laughter, she lets him. Breathlessly she looks into his eyes and they kiss.



INT. - BUFFY'S LIVING ROOM - DAY

Buffy has several long, thick, wooden poles that she is sharpening. Willow wanders in from the kitchen.


WILLOW
Lunch is almost ready. Dawn's
finishing it up now.

BUFFY
Dawn is? Hope it's edible.

WILLOW
So, these are super stakes for super vamps?

BUFFY
Never know. Figure it's better to be prepared.

WILLOW
Where's Spike?

BUFFY
Bedroom. Day's not really a vampire's
up time.


Buffy glances towards the second floor and pauses.


BUFFY
He's asleep now.

WILLOW
Buffy, this sire thing with Spike -
Is it really weird?

BUFFY
In the last couple of years I've become more
aware of Spike. Slayer senses and all - know
when there's a vampire around.

WILLOW
I thought you were never much good at that.

BUFFY
Spike was always different. And last year, after
we...after we became lovers it was even
stronger. He'd be close by and I'd be tingling.
Now it's just more intense.

WILLOW
You should get some rest, too.

BUFFY
Not until Anya and Xander get back.
I want to examine the arsenal they're picking up.
Willow, you're okay with Jonathan helping
tonight?

WILLOW
Yes. I mean we need him and there's
not a lot of choice is there?

BUFFY
We could figure out something else.
The flamethrowers at graduation were
pretty effective.

WILLOW
Unfortunately, the army base has gotten a
lot more careful with their weapons since then.
No, it's okay, really.

BUFFY
Willow, I'm counting on you to help him.
Give him advice. Make sure he doesn't
turn tail and run.


Anya and Xander come through the door, loaded down with bulging plastic and brown paper bags.


BUFFY
Is this it?

XANDER
More out in the car.

ANYA
We went by every major office
supply store in town.

XANDER
Also, drug stores, grocery stores. We could
get a few extra, but we'd have to start knocking
little kids over and rummaging through
their backpacks.

BUFFY
We'll start getting these prepped after lunch.
Willow, start working with Jonathan
when he arrives. Let him practice a bit before
tonight.

ANYA
Buffy, do you think this will work?

BUFFY
If it doesn't...
(Buffy twirls a stake in her hand)
There's always the old fashioned way.



EXT. - PARK - NIGHT

The vampires have formed a circle with Thomas, Kimi, and a minion at the center.
Thomas is holding a large chalice, the contents emitting an eerie blue glow.


THOMAS
It's ready.
(pointing to the minion)
You, come forward and welcome
your change.


The minion strides forward and takes hold of the goblet. He lifts it to his mouth and drinks deeply. Thomas retrieves the elixir and watches the minion carefully. Kimi moves next to Thomas.


THOMAS
Nothing is happening.

KIMI
Wait. Patience.


The minion looks at his hands and arms. They are unchanged.


THOMAS
It's not working. Something's wrong.

KIMI
Nothing is wrong. Wait a minute.


Suddenly the minion lets out an ear-piercing shriek and falls to the ground where his entire body begins to quiver and shake. As the vampires watch, the body starts to glow, elongating, thickening, shredding clothing as it grows. The minion is screaming in agony as sharp barbs emerge from its back, legs, and arms. Thick plates begin to form and harden, covering the naked torso. It lifts its head from the ground revealing brow ridges, protruding fangs, huge, deadly. A fellow minion goes toward its former companion. The super minion roars and slashes at it with the massive talons that have emerged from its hand and slices it to pieces.


THOMAS
You were right. It does work.
Looks like fun.


Thomas takes several gulps from the cup, wipes his mouth with the back of his hand and passes the chalice to Kimi. Smiling, he leans forward and kisses her.


THOMAS
See you on the other side, love.


Thomas starts to tumble to the ground in pain. Kimi catches him with her free arm and lowers him the rest of the way gently. He stares at her, adoration in his eyes as the elixir starts its work. Kimi watches him for a moment, then lifts the goblet to drink. As it reaches her mouth it's knocked from her hand, spilling its contents onto the grass and shrubbery that surrounds her. Kimi sees Buffy, a crossbow in hand, ready to fight. Behind her are Spike, Clem, Jonathan and the rest of the Scoobies, all armed.


BUFFY
Oops. No Miracle-Gro for you.

KIMI
Get them.


The pack turns toward their enemies and starts to advance. The superminion swings his monstrous head and focuses on Buffy.


BUFFY
I'll get this big one. Dawn, stay close.
Spike, Clem, take down the lady in charge.

SPIKE
With pleasure.


Buffy throws herself towards the advancing monster. Spike and Clem charge Kimi only to be intercepted by the figure on the ground. The change in Thomas is complete. He rises from the grass, dwarfing the two friends.


SPIKE
Right. You first, I guess.


Spike swings his arm and punches Thomas with all his strength. The blow has absolutely no effect on Thomas.


SPIKE
Bloody hell!


Willow stands next to Jonathan facing the oncoming horde. Anya stands on one side and Xander on the other. Both have large cardboard boxes at their feet. As the vampires come closer the group grows tense. Anya and Xander reach into their boxes.


WILLOW
Xander, Anya, are you ready?


Xander and Anya nod. Willow turns to Jonathan, who's nervous, and places a hand on his shoulder.


WILLOW
It's all up to you now.


Jonathan swallows, scared but determined to do his part.


ANYA
They're getting too close.

WILLOW
Wait for it.

XANDER
Willow, come on - I can see
the yellow of their eyes.

WILLOW
Wait for it.


The vampires are now within yards of the Scoobies. They are grinning maniacally, ready for blood.


WILLOW
Okay, now. Xander, Anya, throw.


Xander and Anya take armfuls of pencils and throw them into the air. As the pencils start to descend, Jonathan sends them hurtling at the vampires. Many of the vampires stagger, hit in non-vital places. Several explode into dust.


WILLOW
Again. Now.


Xander and Anya throw more pencils into the air which also plunge toward their enemies. More vampires dust and the remaining vampires stop advancing, starting to look at each other uncertain.


XANDER
It's working.

WILLOW
Xander, Anya quick, again, throw.


Additional vampires dust under the onslaught. The remaining few are no longer hesitating but are in full retreat.

ANYA
We did it. Yay, us.

JONATHAN
Should we do it another time?

WILLOW
No. They're no longer in a group.
You can aim at individuals. For the rest of us,
it's hand-to-hand now.


Willow, Xander and Anya all pull stakes from their clothing and start to go after the fleeing vampires. Jonathan blinks rapidly and pulls a stake from his own clothes. He grabs a handful of pencils from the nearest carton with his free hand and follows.

Buffy and Dawn are attacking the giant minion, both with superstakes in their hands, but his flailing is keeping them at a distance. Buffy sticks the blunt end of the stake into the ground like a pole vault and uses the leverage to kick the monster in the chest, knocking him down.

Spike and Clem are fighting Thomas. They are on the defensive, Thomas lunges sending Spike rolling in the dirt, in an attempt to avoid the massive claws. Clem pokes Thomas in the back with a pole while Thomas is concentrating on Spike. Thomas swirls around, slashing Clem who staggers back, bright blue blood welling from the marks. Willow notices that they are having difficulties.


WILLOW
Jonathan! Help Spike!


Jonathan stops following her and looks over to where Spike is using every bit of his speed to dodge blows from Thomas' massive fists. Jonathan's confused, not sure what to do. Then he sees the huge oak behind Thomas. Concentrating hard, the oak begins to tremble violently. Clem has managed to crawl away from the fight and has struggled to a stand, watching.

Spike is starting to tire from his efforts and from the glancing blows he's received when he wasn't quite fast enough. The oak is now swaying, roots, pulled from the ground. Thomas is closing in on Spike as the oak totters behind him. With a mighty swing of his arm he sends Spike flying through the air, falling in a crumpled heap near Kimi. As Thomas starts to advance he hears a deafening sound and turns. The oak is crashing down on top of him, burying him beneath the trunk and branches.

Buffy and Dawn have managed to get the super minion onto the ground and are standing on top of him, trying to force the large stake into his chest through his bony breastplates. Dawn is trying to push it in as Buffy periodically rains kicks to the minion's face to keep him down.

Kimi has been staying back, behind the battles. She sees the scattering minions, some running past her to get away. She swirls around and sees Willow, Xander, and Anya advancing together. Closest to Kimi is Anya. Kimi leaps on her snarling her rage. Anya falls to the ground, Kimi hovering over her. Desperately, Anya grasps her pendant and teleports across the park. Xander has hurried forward to help Anya and is now the object of Kimi's wrath. Kimi grabs him and holds him off the ground, shaking him despite his frantic punches and blows. She spins and lets out a howl of pain. Willow, in an effort to kill her has thrust her stake into Kimi. Kimi's quick movement, however, caused the stake to lodge in her shoulder and not her heart. She throws Xander to the ground and advances on Willow who backs away. She clasps Willow and forcefully pulls Willow towards her gleaming fangs. The fangs descend towards Willow's neck when Kimi lets out a gasp and arches away. Xander is behind her, one end of a stake in his hand the other in Kimi's heart. Kimi stares at Willow then collapses into dust.

A roar of anguish is heard as Thomas rises to his feet, pushing the tree to the side.


THOMAS
Kimi! Kimi!


Thomas looks toward Xander, hate filling his yellow eyes, snarling.


THOMAS
You! You killed her! You'll die for this!


Leaning over, Thomas grasps a thick branch in his mighty paw and twists it, snapping it from the tree. Xander is looking around, frantically searching for a place to run, to hide. Buffy and Dawn manage to force the stake into the minion and drop to the ground as it becomes cloud of dust. Coughing they look over in time to see Thomas pitching the branch towards Xander. It speeds through the air. Willow is terrified, as are Dawn and Buffy as they realize that Xander is about to die. As the branch draws near, Xander is flung to the side by Spike, who takes Xander's place. The Scoobies watch as the branch impales Spike

Spike's eyes open wide, homing in on Buffy.


SPIKE
Love!


To the Scoobies horrified gaze, Spike explodes into dust.


BUFFY
No!

DAWN
Spike!

ANYA
Oh dear God, no.


Xander lies on the ground where Spike had flung him. He stares as Spike's dust drifts to the ground near him. His attention is torn away at the sound of a growl from Thomas.


WILLOW
Xander, get out of here. Run.


Xander scrambles to his feet as Thomas approaches him. He turns, looking around, then starts heading out of the park at a frantic pace. Thomas is close behind.

Buffy, enraged, heads after them, followed by Dawn and Willow. Anya, Clem, and Jonathan look at each other, at the now empty park and then follow. As they leave they pass a parked car. Inside the car, its occupants have watched the entire battle.


EXT. - STREET - NIGHT

Xander is racing through the streets while behind him come the snarls of his pursuer. He runs into an alley and finds himself trapped in a dead-end. He turns toward the mouth of the alley to leave, but it is too late. Thomas is there. Xander begins backing away. Thomas swings his claws knocking trashcans rattling out of the way. Xander is now at the back wall, as far as he can go. Thomas prepares to strike as Buffy jumps on him from behind. She slams him down to the gritty floor of the alley, punching him with all her strength. Her fists fly, showing no mercy. Xander joins her, kicking at his fallen opponent. Dawn joins in the attack on Thomas.

Willow has slowed down in the pursuit. She hears the sounds of the fight before she turns into the alley. She's afraid to enter. Clem, Jonathan, and Anya catch up to her. Looking at one another, they creep around the alley's entrance.

Thomas is on the ground, motionless. Xander is still in a frenzy of kicking. Dawn with tears streaming down her face, almost prone from the exertion is punching whatever portion of the anatomy she can reach. It is Buffy, however, who is the most frightening. Her fists are covered in gore. Her face and shirt are flecked with blood. Emotionless, she continues to beat Thomas. All of her anger and all of her grief is being inflicted onto the body. Willow goes forward towards the group to join them, then stops. She looks at them, then looks back at Jonathan, Clem, and Anya. Anya is looking curiously satisfied. Jonathan and Clem's faces reflect their horror of the scene facing them. Willow returns to stand next to Jonathan.


WILLOW
Jonathan, stop this.


Jonathan looks at her, confused.


WILLOW
Use your powers.
Brush them off of him. Now.


Jonathan shakily nods. He moves forward a few feet and concentrates. Buffy, Xander and Dawn are knocked away, onto the alley's pavement.


WILLOW
Burn him. Set him aflame.


A whoosh of flame and the body becomes engulfed. Buffy, Dawn and Xander watch as their victim is incinerated to ashes in a matter of moments. They slowly stagger to their feet. Dawn is crying in harsh sobs. Xander is choking back tears. Buffy looks lost. Willow slowly approaches her best friend.


WILLOW
Buffy? Buffy?


Buffy looks at Willow blankly. Then she begins to crumble, her face dissolving into tears. Willow reaches out, holding her, supporting her friend.


BUFFY
Oh, God, Willow! He's gone and
it hurts. It hurts. It hurts so much.


Buffy's gore covered arms go around Willow as she breaks down. Willow's face is wet with tears. She wraps her arms around Buffy, crooning to her.


WILLOW
I know, sweetie. I know.


Xander approaches Dawn, who reaches for him desperately. They cling together. Their faces pressed close, their tears mingling on their faces. Anya goes to them, awkwardly patting their backs. They look at her with her tears silently wetting her face and bring her into their embrace.

Clem turns and leaves without a word, not one to share his grief. Jonathan watches the group uncertainly. Their sorrow is palpable. He clears his throat but it goes unnoticed. Going towards, the group he lets out a deep breath.


JONATHAN
Willow? Willow?


Willow pulls a little away from Buffy, wipes tears with the back of her hand, and looks at him.


WILLOW
Jonathan?

JONATHAN
Willow, I think we should go home.
Maybe get everyone cleaned up?


Willow looks around and notices the disarray.


WILLOW
You're right, Jonathan.
Buffy? Guys? Let's go home.


Slowly the individuals pull themselves together and as a group they head for home.



EXT. - THE PARK- NIGHT

The branch that impaled Spike lies forgotten on the ground. Slowly the dust near the branch begins to swirl. Out of the mist that is created a form takes shape. It coalesces into Spike. Spike falls to the earth, in pain.


SPIKE
Stupid git. Didn't warn me
about the weakness and the migraine.


Slowly Spike gets up on his hands and knees. He shakes his head, trying to banish his pain. As he moves his hands to stand up, his fingers brush against something shiny. He picks it up and leans back onto his knees to look at it. It is the chip. He stares at it then looks up at the stars above him.



FADE TO BLACK