TEASER

               FADE IN:

               EXT. COURTHOUSE - NIGHT

               Where the last episode left us. ANGEL walks toward the car. 
               CORDELIA stands in shock, after what Angel said.

               GUNN and FRED remain tied and gagged behind LINWOOD and 
               BETHANY. Linwood is confused. Angel was supposed to give him 
               the artifact, not walk away. Not that he'll mind killing 
               Gunn and Fred.

               Bethany is nearly as shocked as Cordelia. She looks back at 
               Gunn and Fred. Fred is panicing, but Gunn isn't. He's hardly 
               reacting at all.

                                     CORDELIA
                         Angel? What are you doing?

                                     LINWOOD
                         Yes, Angel. Do answer.

                                     ANGEL
                         Get in the car, Cordelia.

                                     CORDELIA
                         No. I'm not leaving them here.

               Angel turns to Cordelia, angry.

                                     ANGEL
                         Do you think I want this?

                                     CORDELIA
                         I don't know. You've wanted creepier 
                         things in the past.

               Angel walks to her. Trying to explain his side. 

                                     ANGEL
                         If we hand over that artifact, the 
                         Biru win this. Connor dies, and takes 
                         the universe along with him.

                                     CORDELIA
                         We can stop that.

                                     ANGEL
                         Yeah, we can. Right here. Right now.

                                     CORDELIA
                         At what cost?

                                     ANGEL
                         We all got into this game, knowing 
                         what it could come to.

------------------------------------------------------------------------------------------------------
                                                                         2.


                                     CORDELIA
                         Actually, I got into this game because 
                         a freakish invisible girl was trying 
                         to play surgeon with my face. I never 
                         signed the waver that said "Incase 
                         of emergency, turn back on friends".

                                     LINWOOD
                         Tick. Tock. Tick. Tock.

                                     CORDELIA
                              (to Linwood)
                         Okay, that's just not gonna help you 
                         live through this.

                                     ANGEL
                         Get in the car.

                                     CORDELIA
                         I can't believe you, Angel. Would 
                         you walk away from them if they were 
                         small, blond, and called "slayer"?

                                     ANGEL
                         At least she knows that we might 
                         have to give our lives for the greater 
                         good.

                                     CORDELIA
                         Yeah, and her friends still didn't 
                         turn and walk away, did they?
                              (beat)
                         I guess that says a lot about our 
                         little group here, doesn't it?

               Angel tries to grab Cordy. She swats his arm away, but she 
               knows she can't do anything. She looks back at her friends 
               as tears form in her eyes. Cordy begins to walk toward the 
               car. Angel follows. 

               They get back to the car and open their doors.

                                     LINWOOD
                         Don't you even want to say goodbye?

               Angel gets into the car. Cordelia gives another look at her 
               friends. She gets into the car. But her door doesn't close.

               A second later, she gets back out of the car. The artifact 
               is in her hand.

                                     ANGEL
                         Cordy, no!

               Gunn starts shaking his head. He doesn't want this.

                                     CORDELIA
                         Take it!

------------------------------------------------------------------------------------------------------
                                                                         3.


               Cordelia throws the artifact at Linwood as hard as she can. 
               There's no time for Angel to stop her.

               The artifact flies through the air toward Linwood. Just as 
               it nears him, it STOPS mid-air. Bethany at work again.

               Gunn, Fred and Bethany all watch as the artifact SLOWLY LOWERS 
               into Linwood's hands.

               Gunn's eyes fill with dread as we...

                                                             FADE TO BLACK:

                                      END OF TEASER

------------------------------------------------------------------------------------------------------
                                                                         4.


                                         ACT ONE

               FADE IN:

               EXT. COURTHOUSE - NIGHT

               Linwood holds the artifact close. He pulls a cell phone out 
               of his pocket. Hits a speed-dial and puts it to his ear.

                                     LINWOOD
                         Let's go.

               He begins walking toward the road. Bethany looks back at 
               Gunn and Fred, then leaves them and walks with Linwood.

               A car speeds down the road. By this time, Angel is racing to 
               get to Linwood, but it's too late. The car stops just long 
               enough for Linwood and Bethany to get in, and then it speeds 
               off.

               Angel stands in shock as he watches the car disappear into 
               the pre-dawn darkness.

               Cordelia rushes to Gunn and Fred. She takes the gags out of 
               their mouths and starts to untie them.

                                     GUNN
                         Why? Why couldn't you just leave?

                                     CORDELIA
                         That's not how I deal with things.

                                     FRED
                         But... Cordy, they can destroy 
                         everything.

                                     CORDELIA
                         We can deal with that now that we're 
                         all okay.

               Angel slowly begins to walk toward the rest of them. His 
               face is blank.

               Cordelia finishes untying the others.

                                     GUNN
                         I'm thankful to be alive, don't get 
                         me wrong, Cor, but you shouldn't 
                         have done this. I don't want to live 
                         if it costs others their lives.

               Angel finally reaches them. He grabs Cordelia violently.

                                     ANGEL
                         Do you know what you've done?

               Cordelia's already red eyes begin to tear up again. She tries 
               to get away, but Angel won't let her.

------------------------------------------------------------------------------------------------------
                                                                         5.


                                     CORDELIA
                         You're hurting me.

               Gunn steps up and tries to pull Angel off of Cordelia.

                                     GUNN
                         Let her go, Angel.

                                     ANGEL
                         They're going to kill Connor because 
                         of you. And after he's dead, they're 
                         gonna make sure that this world 
                         suffers and dies along with him.

               Cordelia can't respond.

                                     GUNN
                         Angel, man, get off of her. Now!

                                     ANGEL
                         This world will end, Cordelia.

               Angel finally lets go. Cordelia stumbles away from all of 
               them. Down the stairs of the courthouse, toward the street. 
               Tears in her eyes, but trying to stay strong.

                                     CORDELIA
                         Like you don't know how that one 
                         feels, Angel? Y'know, maybe if you 
                         could get your mind off of that kid 
                         who isn't even really yours you could 
                         see that two of the people that you 
                         pretend to care about are alive 
                         because of me.

                                     ANGEL
                         Not for long.

                                     CORDELIA
                         We have a day to stop this, and I'm 
                         going to.

               She starts back toward her car. Gunn and Fred watch to see 
               if Angel will go after her. But Angel starts to walk in the 
               other direction.

               Gunn and Fred rush to catch up to Cordelia before she leaves.

                                     FRED
                         Cordelia, wait!

               They catch up to her just as she opens her car door.

                                     CORDELIA
                         You guys wanna yell too?

                                     FRED
                         We're not gonna yell. 

------------------------------------------------------------------------------------------------------
                                                                         6.


                                     GUNN
                         We're gonna help you.

               INT. ASHLEY'S HOUSE - DAY

               CONNOR is laying on the couch. It looks as though he either 
               fell onto it, or was tossed onto it. He's asleep. His hands 
               are bandaged.

               ASHLEY walks into the room from the kitchen. She's holding a 
               cup of coffee.

                                     ASHLEY
                         Rise and shine, morning glory.

               Connor doesn't wake up. She kicks his foot.

                                     ASHLEY (CONT'D)
                         Hey. Get up.

               Connor stirs a little. His eyes open. When he speaks, his 
               words are slurred.

                                     CONNOR
                         Where... Where am I?

                                     ASHLEY
                         My house.

                                     CONNOR
                         We were at a party.

                                     ASHLEY
                         Yeah. We partied, and then you passed 
                         out like a big sissy. I thought you 
                         could handle the pain game a little 
                         better than that.

                                     CONNOR
                         Game?

                                     ASHLEY
                         Yeah.

               Connor suddenly remembers. He looks at his bandaged hands.

                                     CONNOR
                         What happened?

                                     ASHLEY
                         Don't worry about it. They'll heal 
                         in a few days. Just keep the bandages 
                         on, or you'll get an infection.

               Connor moves his hands, to see if they hurt.

------------------------------------------------------------------------------------------------------
                                                                         7.


                                     ASHLEY (CONT'D)
                         My brother got an infection once 
                         from a burn. His hands turned all 
                         weird colors and there was gross 
                         stuff.

               Connor isn't listening to her. He begins to remove the 
               bandages.

                                     ASHLEY (CONT'D)
                         What are you doing? Didn't I just 
                         mention gross stuff?

                                     CONNOR
                         I heal quickly.

                                     ASHLEY
                         Fine. Whatever.

               Ashley gets up and starts to walk out of the room. Connor 
               finishes unwrapping one of his hands. Burned into it is a 
               symbol. A half-moon with a small circle near the inside curve. 
               He looks at it.

                                     CONNOR
                         What is this?

               Ashley stops and turns around.

                                     ASHLEY
                         If you expect me to look at your 
                         burns, forget about it.

                                     CONNOR
                         What is this symbol? Tell me what it 
                         does.

                                     ASHLEY
                         Does?

                                     CONNOR
                         What does it represent?

                                     ASHLEY
                         It represents a game, Steven. Not 
                         everything is mystical badness.

               Connor keeps looking at the symbol.

                                     CONNOR
                         Symbols mean things.

                                     ASHLEY
                         We got the brand at an antique shop. 
                         It's no big deal.

               She walks to him, upset.

------------------------------------------------------------------------------------------------------
                                                                         8.


                                     ASHLEY (CONT'D)
                         Don't you trust me?

               He looks at her, but doesn't answer.

                                     ASHLEY (CONT'D)
                         All I've done is be nice to you. 
                         I've let you stay in my house. I've 
                         fed you. Clothed you. And my goodness, 
                         I sound like my mother right now, so 
                         please stop making me talk like this.

               She puts a hand on his face and calms down.

                                     ASHLEY (CONT'D)
                         It's just me. Really.

               He softens up.

                                     CONNOR
                         I'm sorry.

               She leans in and kisses him.

                                     ASHLEY
                         You should be.

               She starts walking out of the room again.

                                     ASHLEY (CONT'D)
                         Now bandage that thing up. We have a 
                         big day ahead of us.

               Connor looks at the burn one more time. And then he begins 
               to bandage it.

               INT. CORDELIA'S APARTMENT - DAY

               Cordelia is sitting on her couch (which still has blankets 
               and pillows for when Fred sleeps there), with the phone to 
               her ear.

                                     CORDELIA
                         We need to know whatever those scrolls 
                         say, Wesley.
                              (beat)
                         I know.
                              (beat)
                         Just do it. And then get over here.

               She hangs up the phone. Gunn walks in from the kitchen with 
               a plate of eggs for Cordelia, and one for himself. He puts 
               Cordy's in front of her.

                                     GUNN
                         Eat.

------------------------------------------------------------------------------------------------------
                                                                         9.


                                     CORDELIA
                         I'm not hungry.

                                     GUNN
                         Cordy, we're going to be facing some 
                         seriously not good people later on. 
                         You need energy.

               Fred walks in with her own plate of food.

                                     FRED
                         Is Wesley coming over?

                                     CORDELIA
                         Yeah.

               There's a moment of silence.

                                     GUNN
                         Has anyone else noticed that our 
                         lives are kinda screwed up at the 
                         moment?

                                     CORDELIA
                         Ya think?

                                     GUNN
                         I mean. Wesley kidnaps Connor, so 
                         we're all upset with him.

                                     CORDELIA
                         I'm not.

                                     GUNN
                         Whatever. So then everything totally 
                         blows up in our faces and we're left 
                         sitting in you're apartment, about 
                         to go fight a battle to save the 
                         universe from the Senior Powers That 
                         Be The Biru, without even having 
                         anyone with any kind of powers with 
                         us.

                                     CORDELIA
                         As sands through the hour glass.

                                     FRED
                         You don't think Angel will help us?

                                     CORDELIA
                         He'll probably be there, but if 
                         there's anything I've learned over 
                         the years, it's that you can never 
                         depend on Angel.

                                     GUNN
                         C'mon, that's not fair.

------------------------------------------------------------------------------------------------------
                                                                        10.


                                     CORDELIA
                         He was about to let you two die.

                                     GUNN
                         In order to save the world. Two lives 
                         in exchange for six billion isn't 
                         all that bad when you think about 
                         it.

                                     CORDELIA
                         So what are you saying? That I should 
                         have walked away?

                                     FRED
                         No. He's not saying that. Are you, 
                         Charles?

               Gunn doesn't want to answer.

                                     GUNN
                         Whatever we think about it now doesn't 
                         matter. The only thing that matters 
                         is that we go out there tonight and 
                         kick some asses.

               Cordelia takes that to mean that she should have left them. 
               She stands up.

                                     CORDELIA
                         I'll be outside.

               She walks to the front door. Gunn and Fred watch her walk 
               out of the apartment. When she's gone, Fred looks back at 
               Gunn accusingly. Gunn just shrugs.

               INT. WESLEY'S APARTMENT - DAY

               Wesley is gathering books and papers, and stuffing them into 
               a briefcase. He's rushing, so he's not being too careful 
               with them.

               When he's done, he closes the briefcase and takes one last 
               look around to make sure he didn't forget anything. Then he 
               turns to leave.

               As he turns, he almost walks right into Angel. He jumps back.

                                     WESLEY
                         Angel? How did you... it's day.

                                     ANGEL
                         Tell me what you know about the Biru 
                         plans for Connor.

                                     WESLEY
                         Come with me to Cordelia's. We'll go 
                         over the plans there.

------------------------------------------------------------------------------------------------------
                                                                        11.


                                     ANGEL
                         I'm not going to Cordelia's.

                                     WESLEY
                         I heard what happened, Angel. I'm 
                         sure she...

                                     ANGEL
                         Just tell me.

               Wesley pauses. Then he begins to speak from memory.

                                     WESLEY
                         The ceremony will be held at a place 
                         near the stars. It will happen at 
                         midnight. When it happens, Connor 
                         will be taken from his body, and 
                         they will replace him in it.

                                     ANGEL
                         I need details.

                                     WESLEY
                         It's complicated. I need to get to 
                         Cordelia's.

               Angel grabs Wesley by the neck.

                                     ANGEL
                         You'll tell me what you know.

               Wesley punches Angel as hard as he can in the face. Angel 
               stumbles back, though not very hurt. Wesley grabs a stake 
               from the briefcase.

                                     WESLEY
                         I don't know what's gotten into you, 
                         Angel, but this has gone too far. 
                         First you attack Cordelia, and now 
                         me?

                                     ANGEL
                         Because of Cordelia, the world could 
                         very well end tonight.

                                     WESLEY
                         And now we're trying to stop that. 
                         Either you can come with me to her 
                         apartment and we'll work this out 
                         together, or you can stay the hell 
                         away from us and let us do it without 
                         you.

                                     ANGEL
                         He's my son.

                                     WESLEY
                         No, Angel. He's not.

------------------------------------------------------------------------------------------------------
                                                                        12.


                                     ANGEL
                         So I'm supposed to turn my back on 
                         him?

                                     WESLEY
                         Nobody said that. We all understand 
                         what you must be going through right 
                         now.

                                     ANGEL
                         How could you?

                                     WESLEY
                         We do. But you're letting your 
                         emotions get in the way of the goal 
                         here.

                                     ANGEL
                         My goal is to stop the Biru. I don't 
                         see a problem there.

                                     WESLEY
                         The problem is that you're going 
                         about this the wrong way. Together, 
                         we can save the world. But if you 
                         let yourself get carried away by all 
                         of these emotions, you'll only make 
                         it easier for them to stop us. We 
                         need to do this together.

               Angel doesn't respond.

               EXT. CORDELIA'S APARTMENT - DAY

               Cordelia is sitting on the floor, just outside her apartment. 
               She's thinking hard. The apartment door opens, and Fred walks 
               out. She closes the door and sits next to Cordy.

                                     FRED
                         Hey.

                                     CORDELIA
                         Hey.

                                     FRED
                         Thinking?

                                     CORDELIA
                         Yeah.
                              (beat)
                         Do you think I messed things up?

                                     FRED
                         I think you did what you had to do.

                                     CORDELIA
                         Way to avoid answering the question.

------------------------------------------------------------------------------------------------------
                                                                        13.


                                     FRED
                         Do I think that you should have let 
                         Gunn and I die instead of handing 
                         over the artifact? I don't know. I 
                         guess if I had to really answer, I'd 
                         say yes.
                              (beat)
                         But I also think that if I were in 
                         your shoes, I'd have done the same 
                         thing. It's not really a black and 
                         white issue.

                                     CORDELIA
                         And if the world ends now?

                                     FRED
                         We just have to make sure that doesn't 
                         happen.

                                     CORDELIA
                         Are we up for this? Saving the world 
                         isn't something I've done much of 
                         for a while now. 

                                     FRED
                         We'll do what we have to do.

                                     CORDELIA
                         Hey, at least I bought you two an 
                         extra day, huh?

               Fred's about to answer when she looks up and sees something.

                                     FRED
                         Angel?

               Cordy looks. Wesley walks up, with a blanket covered, SMOKING 
               Angel.

                                     WESLEY
                         Open the door.

               Fred opens the door. She and Wes get inside. Cordelia stops 
               Angel.

                                     CORDELIA
                         What the hell are you doing here?

               Angel's burning. He's not really up for conversation.

                                     WESLEY
                         We can talk about it inside.

                                     CORDELIA
                         I think we can talk about it out 
                         here. I'm not really thrilled with 
                         the idea of having him in my home 
                         right now.

------------------------------------------------------------------------------------------------------
                                                                        14.


               The blanket that is covering Angel CATCHES ON FIRE.

                                     FRED
                         Cordy!

               Wesley pulls Angel past Cordelia, into the apartment.

               INT. CORDELIA'S APARTMENT - CONTINUOUS - DAY

               Cordy follows them in and closes the door. Angel throws the 
               blanket on the ground and puts out the fire.

                                     CORDELIA
                         Since when do people get to come in 
                         here without my invitation?

                                     FRED
                         He would have burned up.

                                     CORDELIA
                         Yeah, if Wesley hadn't pulled him 
                         in. And what's with that anyway? I 
                         thought you'd be on my side.

                                     WESLEY
                         None of us are thrilled with this 
                         arrangment, but we have work to do.

               Cordelia thinks about it for a moment.

                                     CORDELIA
                         Fine.
                              (to Angel)
                         But you sit down and don't even talk 
                         to me or you'll be in my handy-vac 
                         before the hour's up.

               It's hard to tell if Angel's sorry, or is willing to just 
               put the issue to rest, but he does try to speak. 

                                     ANGEL
                         Cordy, I...

                                     CORDELIA
                         No. I don't care.

               Cordelia goes back into the living room and sits down.

                                     CORDELIA (CONT'D)
                         Wesley, what do you have for us?

               Wesley pulls a notebook out of his briefcase. He studies it.

                                     WESLEY
                         The ritual, as I told Angel earlier, 
                         will be held at midnight tonight in 
                         a place that's high up.
                                     (MORE)

------------------------------------------------------------------------------------------------------
                                                                        15.


                                     WESLEY (CONT'D)
                         During the ceremony, Connor will be 
                         placed on a table that holds the 
                         assembled crest of Nazaran.

                                     GUNN
                         Somehow, I don't think this is the 
                         kind of crest that whitens teeth and 
                         freshens breath.

                                     WESLEY
                         I should say not. The Nazaran crest 
                         will remove Connor from his body 
                         without killing the body itself.

                                     CORDELIA
                         And let me guess. These Bayou guys 
                         are gonna move in and destroy the 
                         world?

                                     WESLEY
                         Biru. And, yes. That's the plan.

                                     FRED
                         How do we stop this?

               As Wesley replies, he notices Fred take Gunn's hand out of 
               nervousness. He stumbles over his words a little, but catches 
               himself.

                                     WESLEY
                         The... The ritual would need to be 
                         stopped before they've had a chance 
                         to remove Connor from his body.

                                     ANGEL
                         And if it's not? Will he die?

                                     WESLEY
                         Then the body will live, but Connor's 
                         soul will be gone.

                                     CORDELIA
                         And what if the new tenants get a 
                         chance to move in before we can stop 
                         it?

                                     WESLEY
                              (beat)
                         That's not an option.

                                     ANGEL
                         Neither is letting them take Connor 
                         out of his body.

               For the quickest of moments, Angel's eyes drift over to where 
               Cordelia is sitting.  Though he looks away quickly, she sees 
               that he looked.

------------------------------------------------------------------------------------------------------
                                                                        16.


               It's not exactly nail biting cliffhanger material, but still, 
               we must go to commercial.

                                                             FADE TO BLACK:

                                      END OF ACT ONE

------------------------------------------------------------------------------------------------------
                                                                        17.


                                         ACT TWO

               FADE IN:

               INT. CORDELIA'S APARTMENT - KITCHEN - DAY

               Cordelia is in the kitchen, getting some drinks. Fred enters.

                                     FRED
                         Need help?

                                     CORDELIA
                         Yeah. Thanks.

               Fred helps her gather the drinks.

                                     FRED
                         It's nice, isn't it?

                                     CORDELIA
                         That the world is gonna end? I guess 
                         one could see it like that if they 
                         were really sad and pathetic.

                                     FRED
                         I mean, having everyone here. Working.

                                     CORDELIA
                         Oh yeah. It's a barrell of laughs. 
                         Just like old times. Except, y'know, 
                         Angel wants to kill Wesley, and now 
                         me. But if you like tension so thick 
                         that you couldn't cut it with a 
                         chainsaw, this is the place to be, 
                         for sure.

                                     FRED
                         Well, when you put it that way.

                                     CORDELIA
                         I don't know that things will ever 
                         be like before, Fred. A lot's happened 
                         to us in the last few months.

                                     FRED
                         I guess I just got used to being in 
                         a place that felt like home after... 
                         y'know.

                                     CORDELIA
                         Yeah. But on the bright side, if we 
                         lose tonight, the world ends and we 
                         won't have to worry about all of the 
                         crap in our lives anymore. And, hey, 
                         the Biru will probably be moving 
                         into Pylea.

               Fred smiles a little.

------------------------------------------------------------------------------------------------------
                                                                        18.


                                     FRED
                         I hadn't thought of it that way.

               She catches herself and stops smiling.

                                     FRED (CONT'D)
                         I mean, I still want to stop them 
                         though.

               INT. CORDELIA'S APARTMENT - DAY

               The men are at work, going over Wesley's notes and planning. 
               The girls walk into the room from the kitchen, with the 
               drinks.

                                     GUNN
                              (sarcastic)
                         Just how things should be. Men plan 
                         the battles and the chicks bring the 
                         drinks.

                                     CORDELIA
                         You think you'll be able to fight 
                         without any arms?

                                     FRED
                         Have you found anything new?

                                     GUNN
                         Nope.

                                     FRED
                         So, they're gonna be somewhere high. 
                         A mountain, maybe?

                                     WESLEY
                         Perhaps. But there's no way of 
                         knowing.

                                     CORDELIA
                         So translate something. Do that brainy 
                         thing you're always claiming to do.

                                     WESLEY
                         Yes, and it's just that simple. I'm 
                         sure the ancient scrolls gave an 
                         address for us to find them at.

                                     CORDELIA
                         So how can we figure this out?

                                     FRED
                         Maybe if we just think, it'll come 
                         to us.

                                     GUNN
                         That plan works better for some than 
                         others, sweetie.

------------------------------------------------------------------------------------------------------
                                                                        19.


                                     WESLEY
                         I don't think that we have much 
                         choice.

                                     GUNN
                         Okay, so we think this though. But 
                         if my head explodes, I'm not cleaning 
                         the stains out of the carpet.

                                     CORDELIA
                         The hell you're not.

               EXT. STREET - DAY

               Connor and Ashley walk down the street. Ashley is looking 
               through shop windows as she passes.

                                     ASHLEY
                         Let me know if you see anything nice.

                                     CONNOR
                         What are you looking for?

                                     ASHLEY
                         Something pretty for my mom. Her 
                         birthday's coming up. I'm thinking 
                         something that's smelly, but in a 
                         good, perfume-ish way.

               Connor doesn't respond. Ashley looks at him.

                                     ASHLEY (CONT'D)
                         Am I boring you?

                                     CONNOR
                         No. I just don't know how to respond.

                                     ASHLEY
                         Haven't you ever shopped for a gift 
                         for your mom or dad?

               Connor looks at the ground. Ashley realizes that she slipped 
               up.

                                     ASHLEY (CONT'D)
                         Sorry. I guess that's not something 
                         you wanna talk about, huh?

                                     CONNOR
                         It's okay.
                              (beat)
                         I never knew my mother.

                                     ASHLEY
                         That's sad. Did she die giving birth?

                                     CONNOR
                         Long before.

------------------------------------------------------------------------------------------------------
                                                                        20.


                                     ASHLEY
                         Oh.
                              (then)
                         Huh?

                                     CONNOR
                         It's a long story.

                                     ASHLEY
                         So you're dad raised you then?

                                     CONNOR
                         That's a longer story.

                                     ASHLEY
                         No wonder you were sleeping in a 
                         park. Hey, if it makes you feel 
                         better, you're welcome to have my 
                         family.

               She smiles, trying to get a smile from Connor.

                                     ASHLEY (CONT'D)
                         That was a joke.

                                     CONNOR
                         I'm sorry.
                              (beat)
                         You talk about your family like 
                         they're something to be ashamed of.

                                     ASHLEY
                         Your dad obviously never sang Mandy, 
                         on karaoke night in a packed sports 
                         bar.

                                     CONNOR
                         I doubt it. But at least you have a 
                         family. People who care about you. 
                         People to care about.

               Ashley takes Connor's bandaged hand.

                                     ASHLEY
                         So do you.

               She looks at him for a moment. A very Brady moment. Th.í¨.er 
               eyes light up.

                                     ASHLEY (CONT'D)
                         Ooh, an antique shop! Let's go.

               She pulls Connor down the street and into an antique shop.

               INT. ANTIQUE SHOP - DAY

               Ashley pulls Connor into the shop and starts looking around.

------------------------------------------------------------------------------------------------------
                                                                        21.


                                     ASHLEY
                         Let me know if you see anything that 
                         she'd like.

                                     CONNOR
                         I don't know what she'd like.

                                     ASHLEY
                         Oh. Well, y'know those knickknacks 
                         in the dining room? She loves those.

                                     CONNOR
                         Umm... okay.

               Connor starts looking around. He's not the browsing type, 
               but he tries. He looks through the shop, at all of the old 
               things. Things that were new when his parents were already 
               centuries old.

               Ashley is on the other side of the store.

                                     ASHLEY
                         Hey. check it out.

               Connor looks over at Ashley. She is holding an old flapper 
               dress from the 20's up, seeing how it would look on her.

                                     ASHLEY (CONT'D)
                         Whatcha think?

                                     CONNOR
                         Why would you want someone elses' 
                         old clothes?

                                     ASHLEY
                         It's not "old", it's "vintage". And 
                         I think it's kinda cool.

               She takes another look at it.

                                     ASHLEY (CONT'D)
                         Sad for me, I don't think the whole 
                         flapper thing is coming back anytime 
                         soon.

               She looks back where she got the dress. She sees a matching 
               hat.

                                     ASHLEY (CONT'D)
                         Oh. There's a hat.

               She wants it, but she knows it would only go to waste.

                                     ASHLEY (CONT'D)
                         I'm buying it.

------------------------------------------------------------------------------------------------------
                                                                        22.


                                     CONNOR
                         Isn't it a little more formal than 
                         you usually wear?

                                     ASHLEY
                         I'll wear it to a school dance or 
                         something.

               She grabs the hat and hands it off to Connor as she continues 
               to look around. Connor follows her around as she looks.

                                     CONNOR
                         When is your mom's birthday?

                                     ASHLEY
                         Oh... umm...
                              (thinks)
                         Tuesday. I think it's Tuesday.

                                     CONNOR
                         But your parents aren't gonna be 
                         home then.

                                     ASHLEY
                         That's the beauty of UPS. I can be 
                         the good little gift giving daughter 
                         and never have to be there for the 
                         tearful fake "I love it" speech.

               As they continue looking, Ashley spots something in a glass 
               display case.

                                     ASHLEY (CONT'D)
                         Ooh. Where's the clerk guy?

               She starts looking for someone who works in the shop.

                                     CONNOR
                         Why?

                                     ASHLEY
                         I see something.

                                     CONNOR
                         For your mom?

                                     ASHLEY
                         Nope. For you.

               She starts walking around, trying to find someone. Connor 
               follows.

                                     CONNOR
                         When will we start looking for your 
                         mother?

                                     ASHLEY
                         I have until Tuesday, right?

------------------------------------------------------------------------------------------------------
                                                                        23.


                                     CONNOR
                         That's tomorrow.

                                     ASHLEY
                         Oh. I'll order flowers online or 
                         something.

               She finally spots a FEMALE CLERK. She waves at the her.

                                     ASHLEY (CONT'D)
                         Excuse me!

                                     FEMALE CLERK
                         Can I help you?

                                     ASHLEY
                         Yeah, I need to see something from 
                         the case.

                                     FEMALE CLERK
                         Okay. What did you want to see?

                                     ASHLEY
                         The necklace.

               They walk back to the case. The clerk takes out her keys and 
               unlocks the case.

                                     CONNOR
                         I don't really wear jewelry.

                                     ASHLEY
                         C'mon. It'll be cool looking.

               The clerk takes out an old necklace that is ingraved with 
               what looks like a Celtic knot. It's on a very manly chain. 
               She hands it to Ashley.

                                     ASHLEY (CONT'D)
                         We'll take it.

                                     CONNOR
                         But...

                                     ASHLEY
                         No buts. You're gonna wear it and 
                         you'll like it. Am I understood, 
                         young man?

                                     FEMALE CLERK
                         Okay, the register is over here.

               They walk back to the register. The clerk rings up the 
               necklace.

                                     ASHLEY
                         Oh, these too.

------------------------------------------------------------------------------------------------------
                                                                        24.


               Ashley takes the dress and the hat from Connor and gives 
               them to the clerk. The clerk hands the necklace back to 
               Ashley, who puts it around Connor's neck.

               Connor looks at it. It feels strange to him.

               INT. CORDELIA'S APARTMENT - DAY

               The gang is still working on the plan. Papers are scattered 
               all over the place. Fred is now taking a look at the books 
               that Wesley got from the museum.

                                     FRED
                         How did you find these books?

               Wesley's not sure he wants to answer.

                                     WESLEY
                         I used some old contacts.

                                     CORDELIA
                         The Council?

               Wes says yes with a look.

                                     CORDELIA (CONT'D)
                         And they actually helped? They don't 
                         usually seem like big sharing types.

                                     WESLEY
                         They're not. Usually.

                                     GUNN
                         So how's you get them to help this 
                         time? Did ya bribe them with a scone?

                                     WESLEY
                         No.

                                     CORDELIA
                         Then how?

               Wesley looks over at Angel. Does he really wanna get into 
               this?

                                     WESLEY
                         It's not important.

               As Wesley looks away, Angel looks at him.

                                     FRED
                         This is interesting.

                                     WESLEY
                         What?

                                     FRED
                         This.

------------------------------------------------------------------------------------------------------
                                                                        25.


               Fred shows him the books. She points to something in the 
               demon writing.

                                     FRED (CONT'D)
                         See that symbol right there?

                                     WESLEY
                         Yes. It didn't make any sense when I 
                         was trying to translate the scrolls.

                                     FRED
                         Look at this.

               She flips back a few pages and points again.

                                     FRED (CONT'D)
                         This symbol is almost exactly the 
                         same. It just has a little loopy 
                         thing and the other one doesn't.

               Wesley looks at it.

                                     WESLEY
                         Yes. But I don't see how...

                                     FRED
                         Can I see the scrolls? One that says 
                         something about the ritual and has 
                         this symbol.

               Wesley digs through a pile of papers on the table. Finally, 
               he pulls out the scrolls and hands one to Fred.

                                     WESLEY
                         I've gone over these so many times, 
                         I nearly went blind.

               Fred's looking at them closely. Finally, she sees something.

                                     FRED
                         Look at this.

                                     WESLEY
                         What?

               Fred shows him the scroll.

                                     WESLEY (CONT'D)
                         Right, but there's no loop.

                                     FRED
                         Yeah, but what if there was supposed 
                         to be? See this part here?

               She points.

                                     WESLEY
                         It looks like a smear to me.

------------------------------------------------------------------------------------------------------
                                                                        26.


                                     FRED
                         Yeah, but what if it was something 
                         else? What if it was supposed to be 
                         a loop, but the guy who wrote this 
                         ran out of ink before he got to the 
                         loop? Those old pens ran out of ink 
                         a lot, right?

               Wesley takes a look at his notebook. Flips through a few 
               pages. Looks at the books and the scroll.

                                     WESLEY
                         That would mean that the word here 
                         would be "people", not "feast", as I 
                         thought.

                                     CORDELIA
                         And this means what to us?

                                     WESLEY
                         Well...

               He looks back at his notes.

                                     WESLEY (CONT'D)
                         It means that they won't necessarily 
                         have to eat before the ceremony, and 
                         that there will be people around.

                                     CORDELIA
                         Wow. Good work. Now everything makes 
                         sense. Oh wait. No it doesn't.

                                     FRED
                         Well, it could mean something.

                                     CORDELIA
                         Yeah. They may or may not order in 
                         before they destroy the world.

                                     GUNN
                         Speaking of which, does anyone else 
                         feel like Chinese?
                              (off their looks)
                         What? Like y'all weren't thinking 
                         the same thing?

               INT. CORDELIA'S APARTMENT - LATER - DAY

               The DOORBELL RINGS. Cordelia goes to the door and answers 
               it. It's the Chinese food. 

                                     DELIVERY GUY
                         That'll be thirty-nine forty. 

               She pays the man and takes the food.

------------------------------------------------------------------------------------------------------
                                                                        27.


                                     CORDELIA
                         Keep the change.

               She closes the door and walks back into the apartment. Angel, 
               Wesley and Fred are studying the scrolls and books. Gunn is 
               asleep in his chair. Cordy kicks his foot as she walks in.

                                     CORDELIA (CONT'D)
                         Food.

               Gunn wakes up. Cordy puts the food down on the table.

                                     CORDELIA (CONT'D)
                         I'll get plates.

                                     WESLEY
                         I will.

               Wesley stands up, rubbing his eyes.

                                     WESLEY (CONT'D)
                         I need a break from these ancient 
                         texts.

                                     CORDELIA
                         Who am I to argue with the guy who 
                         wants to do the work for me?

               Wesley smiles and starts to walk into the kitchen.

                                     CORDELIA (CONT'D)
                         Oh, and don't forget forks.
                              (beat)
                         And napkins.

               INT. CORDELIA'S APARTMENT - KITCHEN - CONTINUOUS - DAY

               Wesley walks in and goes to the cabinet where Cordy keeps 
               her plates. He takes out four plates.

               Angel walks in behind him. Wesley turns and sees him. He's a 
               little surprised, and not at all happy.

                                     WESLEY
                         Angel.

               Angel keeps a low voice so the others can't hear.

                                     ANGEL
                         What did you do?

                                     WESLEY
                         Excuse me?

                                     ANGEL
                         The Council doesn't just give out 
                         information to anyone who asks.

------------------------------------------------------------------------------------------------------
                                                                        28.


                                     WESLEY
                         Well it was rather dire.

                                     ANGEL
                         Cut the crap, Wesley.

                                     WESLEY
                         I did what I had to.

                                     ANGEL
                         And what was that, exactly?

                                     WESLEY
                         Exactly?
                              (beat)
                         I promised to tell them what I knew.

               Before even he can realize it, Angel grabs Wesley by the 
               collar and slams him onto the ground. He pins him there.

                                     ANGEL
                         What did you tell them?

                                     WESLEY
                         Let go of me.

                                     ANGEL
                         Not until you tell me.

               Wesley doesn't say a word.

                                     ANGEL (CONT'D)
                         Did you tell them about Connor?

                                     WESLEY
                         I had to.

               Angel picks Wesley up and slams him back down. Wes has the 
               wind knocked out of him.

                                     WESLEY (CONT'D)
                         The world depended on it.

                                     ANGEL
                         So you plan on letting them turn my 
                         son into a lab rat?

                                     WESLEY
                         No. I only told them enough to get 
                         them off of our backs.

                                     ANGEL
                         And what happens if they come looking 
                         for him?

                                     WESLEY
                         I suppose they won't have any more 
                         luck finding him than you have.

------------------------------------------------------------------------------------------------------
                                                                        29.


               Angel looks at Wesley for a long moment.

                                     ANGEL
                         If they come within three blocks of 
                         the boy, you'll regret the day you 
                         left England.

               He slams Wesley into the ground one last time. Cordelia comes 
               through the door.

                                     CORDELIA
                         Angel, you don't need a plate. You 
                         don't...

               She sees them on the ground.

                                     CORDELIA (CONT'D)
                         ...eat.
                              (beat)
                         What the hell is going on here?

               She goes to Angel and pulls him away from Wesley.

                                     CORDELIA (CONT'D)
                         What is this, attack everyone you 
                         know day?

                                     ANGEL
                         We were just having a nice 
                         conversation.

               Cordy helps Wesley up. She turns back to Angel.

                                     CORDELIA
                         I think we've all had just about 
                         enough of your conversing for the 
                         day. If you do it again, I'm throwing 
                         your pale ass out of here. Sunlight 
                         or not.

                                     FRED (O.S.)
                         Guys! I think I found something!

               All three of them look at each other. Angel and Cordy start 
               to walk back into the other room. Wesley starts, but Cordy 
               stops him.

                                     CORDELIA
                         Hey. Plates.

               INT. CORDELIA'S APARTMENT - CONTINUOUS - DAY

               Angel and Cordelia walk back out into the living room. Wesley 
               soon follows, with plates. Fred looks up at them from some 
               notes.

                                     CORDELIA
                         What'd you find? 

------------------------------------------------------------------------------------------------------
                                                                        30.


                                     FRED
                         I think I might know where the 
                         ceremony will be held.

                                                             FADE TO BLACK:

                                      END OF ACT TWO

------------------------------------------------------------------------------------------------------
                                                                        31.


                                        ACT THREE

               FADE IN:

               INT. CORDELIA'S APARTMENT - DAY

               Where we left off.

                                     WESLEY
                         You know? Where?

                                     FRED
                         Not exactly, but I've narrowed it 
                         down some. And the rest is just a 
                         guess.

                                     CORDELIA
                         Where?

                                     FRED
                         Well, I think what the writing says 
                         is that the ceremony will be held 
                         around a lot of people.

                                     GUNN
                         That doesn't sound narrowed to me.

                                     FRED
                         Well, I think it is. I think it means 
                         that it'll happen within the city 
                         somewhere. Not a mountain, or anywhere 
                         too secluded.

               Fred puts a pen behind her ear. Wesley watches her with soft 
               eyes. Admiring.

                                     FRED (CONT'D)
                         What do you think, Wesley?

               Wesley comes out of his swooning.

                                     WESLEY
                         I think it's progress. All we need 
                         to do is figure out where they'd go 
                         that is in the city and close to the 
                         stars.

               As he says it, they all pretty much think the same thing.

                                     CORDELIA
                         Like a tall building that they used 
                         to operate from?

                                     WESLEY
                         Of course. 

                                     GUNN
                         Wolfram and Hart?

------------------------------------------------------------------------------------------------------
                                                                        32.


                                     CORDELIA
                         God. You'd think that they'd finally 
                         quit it with the evil plans once 
                         they ceased to exist. But do they?

                                     GUNN
                         So that's it then? Wolfram and Hart, 
                         midnight.

                                     FRED
                         I think we might want to show up a 
                         little early. Y'know, so we can stop 
                         it before they actually begin.

                                     GUNN
                         Eleven forty-five?

                                     FRED
                         How's eleven?

                                     GUNN
                         Fine. But I plan on kicking some 
                         ritualistic asses pretty quickly. 
                         Home in time for Conan.

                                     WESLEY
                         I suggest we get to work. We have a 
                         lot to prepare for.

               EXT. CAFE - DAY

               Connor and Ashley are sitting outside a cafe, drinking sodas.

                                     ASHLEY
                         What do you want to do next?

                                     CONNOR
                         I'm not good with making plans.

                                     ASHLEY
                         True enough. But I'm tapped. I think 
                         we've done just about everything I 
                         can think of.

                                     CONNOR
                         We could go home.

                                     ASHLEY
                         That's boring though. Y'know, if you 
                         had a vision, we could have all sorts 
                         of adventure and fun and stuff.

               Connor looks away.

                                     ASHLEY (CONT'D)
                         What? Did I say something?

------------------------------------------------------------------------------------------------------
                                                                        33.


                                     CONNOR
                         It's just that... the visions aren't 
                         something I enjoy.

                                     ASHLEY
                         They help people.

                                     CONNOR
                         They're an abomination.

                                     ASHLEY
                         Oh, c'mon. I'd kill to be able to 
                         see things and help people like you 
                         do. You can't tell me that helping 
                         people is a bad thing.

                                     CONNOR
                         No.
                              (beat)
                         I don't know.

                                     ASHLEY
                         So you should just let people die?

                                     CONNOR
                         I'm not saying that.

                                     ASHLEY
                         Then what?

                                     CONNOR
                         I was raised to believe one thing, 
                         and now I have these visions and I 
                         help people. I don't know what I 
                         believe anymore.

               Ashley takes Connor's hand.

                                     ASHLEY
                         I know what I believe. I believe 
                         that you're a good guy. You kill the 
                         demons of this world and save the 
                         innocent. You're a champion.

                                     CONNOR
                         I don't feel like one.

                                     ASHLEY
                         That's what makes you good. Someone 
                         who saves people just so they can 
                         come off as a hero isn't a hero. 
                         They're attention seekers. Someone 
                         who saves people and disappears into 
                         the night without getting the glory. 
                         That's what you are.

               She takes his other hand.

------------------------------------------------------------------------------------------------------
                                                                        34.


                                     ASHLEY (CONT'D)
                         Hey. You saved my life. That makes 
                         you a hero in my book.

               They share a look. A connection. Then Ashley looks at the 
               sky, and her watch.

                                     ASHLEY (CONT'D)
                         It'll be dark soon. I think I know 
                         what we can do tonight, but we'll 
                         have to kill a few hours.

               EXT. LOS ANGELES - DAY/NIGHT

               An establishing shot. The sun goes down and darkness fills 
               the city.

               INT. CORDELIA'S APARTMENT - NIGHT

               The clock on the wall reads 10:30.

               Angel, Cordy, and Wesley are putting together supplies. Bags 
               of many weapons.

               Gunn and Fred are standing to the side. Gunn takes Fred's 
               hands in his.

                                     GUNN
                         You sure you wanna do this?

                                     FRED
                         I don't think they'd stop the ritual 
                         just because I wasn't.

                                     GUNN
                         I mean, you don't have to come. You 
                         can stay here, out of harm's way.

                                     FRED
                         No. We fight together, or we die 
                         together. All of us. I've had more 
                         of a connection with this group in 
                         the last year than with anyone else 
                         in my entire life. I can't turn my 
                         back on that.

               Angel, Wesley and Cordelia all give each other a quick look, 
               but then go back to work.

                                     GUNN
                         You just be careful. Don't attack 
                         anything nasty.

                                     FRED
                         I don't think there will be many 
                         puppies there.

------------------------------------------------------------------------------------------------------
                                                                        35.


                                     GUNN
                         Fine. Then don't attack anything 
                         bigger than you.

                                     FRED
                         Not unless I have to.

               Gunn smiles at her. He takes a look at her, making a memory 
               of her face at that moment. And then he kisses her.

                                     CORDELIA
                         I swear, if you two were any more 
                         dramatic, we'd hear a swell of violin 
                         music. It's just the end of the world. 
                         Geez, it's not you're going off to 
                         die or anything.

                                     GUNN/FRED
                         Sorry.

               They move over to where the rest of the gang is.

                                     GUNN
                         Anything I can do?

                                     WESLEY
                         I'd say we're just about ready.

                                     ANGEL
                         Then let's go

               EXT. ROOFTOP - NIGHT

               The door onto the roof opens and Ashley walks out, pulling 
               Connor behind her. His eyes are closed.

                                     CONNOR
                         Can I open them yet?

                                     ASHLEY
                         Not yet.

                                     CONNOR
                         Why not?

                                     ASHLEY
                         I told you. I don't want you to see 
                         the view until you're in the right 
                         place.

               She leads him further onto the roof. Then she turns him 
               around.

                                     ASHLEY (CONT'D)
                         Ready?

                                     CONNOR
                         Yes.

------------------------------------------------------------------------------------------------------
                                                                        36.


                                     ASHLEY
                         Okay, do it.

               At that moment, Connor's head is thrown back as it is filled 
               with pain. A vision.

               INSERT VISION

               The rooftop

               Hooded men, chanting

               Connor smiling

               BACK TO SCENE

               Ashley is standing over Connor. He recovers and opens his 
               eyes finally. He's looking at the ground, trying to catch 
               his breath.

                                     CONNOR
                         What's happening?

               He looks up and sees THIRTY HOODED MEN surrounding him.

                                     ASHLEY
                         Oh, y'know... stuff.

               Connor doesn't know what to think. He looks at Ashley. She 
               smiles at him.

                                     CONNOR
                         What is this?

                                     ASHLEY
                         Shh. It's okay. Don't worry, I have 
                         this totally under control.

                                     CONNOR
                         They were in my vision.

                                     ASHLEY
                         Yeah. I know.

                                     CONNOR
                         Why?

                                     ASHLEY
                         Because, it's meant to be. This is 
                         what you were put here to do, Steve. 

                                     CONNOR
                         I don't understand.

               Ashley joins her hooded friends.

------------------------------------------------------------------------------------------------------
                                                                        37.


                                     ASHLEY
                         Tonight is the night when it all 
                         comes together. When you fulfill 
                         your destiny, and the world welcomes 
                         back the old ones.
                              (beat)
                         Okay, that came out a little more 
                         Kool-Aid drinker than I wanted it 
                         to. The point is, you are the chosen 
                         one. 

               Connor looks at her, confused.

                                     ASHLEY (CONT'D)
                         Trust me.

               She looks at him with a comforting look. She holds out a 
               hand.

                                     ASHLEY (CONT'D)
                         Trust your vision.

               Connor is still unsure, but he knows what he saw. He saw 
               himself smiling.

               He takes her hand. 

               EXT. WOLFRAM AND HART BUILDING - NIGHT

               Cordelia's car pulls up, followed by Gunn's truck. Angel and 
               Gunn get out of the truck. The rest get out of the car. They 
               look up at the roof.

                                     FRED
                         I hope this is it.

                                     GUNN
                         Where else would it be? I mean, this 
                         is their center of operations, right?

                                     ANGEL
                         Let's go.

               They start walking toward the building.

               INT. WOLFRAM AND HART - LOBBY - NIGHT

               The gang walks into the empty lobby. Weapons are out. They 
               look around.

                                     CORDELIA
                         I was expecting a little more 
                         security. Demons or something.

               They make their way to the elevator, and Fred presses the 
               button. They prepare themselves for when the doors open. 
               Just incase someone comes out.

------------------------------------------------------------------------------------------------------
                                                                        38.


               DING! The doors open. Nobody is in there.

                                     GUNN
                         Okay, what's going on?

                                     WESLEY
                         Let's go.

               They get into the elevator. The doors close behind them.

               EXT. WOLFRAM AND HART - ROOF - NIGHT

               The elevator doors open. Angel and Gunn lead the way out, 
               weapons raised.  When they look around, they lower their 
               weapons.

               REVEAL the roof is empty.

                                     CORDELIA
                         Did the rules change?  Are people 
                         not still expected to show for their 
                         own apocalypse?

                                     ANGEL
                         We're in the wrong place.

                                     FRED
                         But, where else could they go?

                                     CORDELIA
                         Noplace else makes sense. This was 
                         their building. Unless they had a 
                         second place that I don't now about.

                                     WESLEY
                              (realizing)
                         Oh.
                              (beat)
                         Oh, no.

                                     GUNN
                         What?

                                     WESLEY
                         This isn't their only building.

                                     ANGEL
                              (gets it)
                         The hotel.

               EXT. WOLFRAM AND HART BUILDING - NIGHT

               They run out of the building, back into their cars. They 
               speed off.

               ACROSS THE STREET

------------------------------------------------------------------------------------------------------
                                                                        39.


               GRAVO climbs on the wall of another building. As the cars 
               speed off, Gravo crawls across the wall, jumps to another 
               building, and to another.  Following them quickly.

                                                             FADE TO BLACK:

                                     END OF ACT THREE

------------------------------------------------------------------------------------------------------
                                                                        40.


                                         ACT FOUR

               FADE IN:

               EXT. ANGEL'S HOTEL - NIGHT

               The two cars SCREECH TO A HALT in front of the building. 
               There are three other cars already parked there. All pretty 
               nice looking.

               Angel, Cordy, Wes, Gunn and Fred jump out of the cars.

                                     FRED
                         They're here.

                                     CORDELIA
                         Figures.

                                     GUNN
                         What's the plan?

                                     ANGEL
                         We kill everyone that gets between 
                         us and Connor.

               Cordelia puts an arm out and stops Angel in his tracks.

                                     ANGEL (CONT'D)
                         We don't have time for this.

                                     CORDELIA
                         We can't just go around killing them 
                         all.

                                     ANGEL
                         Why not?

                                     CORDELIA
                         Because, not only are they human, 
                         but there's a good chance that a lot 
                         of them have been as misled as we 
                         were.

                                     ANGEL
                         Whatever side they're on now is all 
                         that matters. We have to do whatever 
                         it takes to stop this from happening.

               He pushes past her and walks toward the hotel door. Cordy 
               and Wes share a look, and then they follow. As they walk, 
               each of them pulls out a weapon.

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               The hotel is dark. Nobody's lived here for a couple of weeks.

               There are SIX ROBED MEN standing watch in the lobby.

------------------------------------------------------------------------------------------------------
                                                                        41.


               The front doors swing open. Angel leads the way in, followed 
               by Gunn, Fred, Cordy and Wes. The six men jump into action, 
               rushing toward the group.

               They are met with a fight. Angel has two men attack him. The 
               others have one each.

               Fred doesn't really know how to fight too well. She closes 
               her eyes and swings her weapon, just happening to catch the 
               guy's face by chance. The guy falls. She opens her eyes.

                                     FRED
                         Hey. I got one!

               The others are all too busy fighting to notice, except for 
               Gunn.

                                     GUNN
                         Fred, stay back.

               Fred listens and walks to a safe corner. The guy she hit 
               gets back up. He sees her. Starts to walk toward her, but 
               Gunn manages to sneak in a hard hit to the guy's head and he 
               drops to the ground again. This time, he doesn't get up.

               EXT. ROOFTOP - NIGHT

               Connor is standing in front of Ashley, holding her hand. The 
               robed men are all around him, CHANTING.

                                     CONNOR
                         What happens to me now?

                                     ASHLEY
                         Everything.

                                     CONNOR
                         Why didn't you tell me?

                                     ASHLEY
                         Because it had to happen like this. 
                         You wouldn't have come here otherwise.

                                     CONNOR
                         But how do I know this is right?

                                     ASHLEY
                         Trust what you know to be true.

               She leans in and kisses him. He kisses back. When the kiss 
               is over, he lets go of her hand. He takes a step away from 
               her.

                                  

ONNOR
                         Okay.

------------------------------------------------------------------------------------------------------
                                                                        42.


               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               The fighting is over. All of the robed men lay on the ground, 
               not moving.

                                     ANGEL
                         Let's go.

                                     CORDELIA
                         I hope all of their guys are this 
                         easy. They seriously need to find a 
                         better place to shop for minions.

               Angel leads the way up the stairs.

               INT. ANGEL'S HOTEL - STAIRWAY - CONTINUOUS - NIGHT

               The group walks up the stairs. Each of them is prepared for 
               a fight, clinging to a weapon.

                                     GUNN
                         Am I the only one who realizes that 
                         if they wanted to attack us right 
                         now, we'd be trapped and very much 
                         screwed?

                                     FRED
                         I didn't want to say anything.

               They pass a door that leads to one of the floors of the hotel. 
               There's a BANG from behind the door as they pass. They all 
               jump.

                                     FRED (CONT'D)
                         What was that?

                                     ANGEL
                         Ignore it. We don't need to go in 
                         there.

               Angel keeps moving. But before they get far, the door CRASHES 
               open, and Gravo slams into the wall across from it. It looks 
               at Angel like an animal out for it's prey. It's mouth is 
               dripping with drool. Angel looks at Gravo. The moonlight 
               shines through a nearby window, and reflects off of his sword.

                                     CORDELIA
                         What the hell is that?

                                     GUNN
                         That would be Angel's old friend.

               Gravo leaps onto Cordelia, knocking her to the ground. But 
               he's not after her. He climbs over all of the others 
               effortlessly, getting closer and closer to Angel. As he climbs 
               over them, they are pushed to the ground.

------------------------------------------------------------------------------------------------------
                                                                        43.


                                     GUNN (CONT'D)
                         Angel!

               Angel readies for the attack. As Gravo get near him, it stops 
               and takes another look. It GROWLS.

                                     ANGEL
                         You want me? Just try it.

               Gravo swings it's clawed hand at Angel. Angel tries to block 
               with his sword, but Gravo is strong and swats the sword away 
               easily. Angel manages to hold onto it though, as Gravo grabs 
               hold of him and slams him into the wall.

               The others try to get to their feet and help Angel, but 
               they're not fast enough. Gravo, still holding onto Angel, 
               leaps out the window.

                                     FRED
                         No!

               The group finally manages to get up. Fred and Cordelia get 
               to the window first, and look out.

               EXT. STREET - NIGHT

               Angel and Gravo CRASH onto the ground. Gravo immediatly 
               startes attacking Angel with it's claws. Angel tries to defend 
               himself, but is having a hard time.

               INT. ANGEL'S HOTEL - STAIRWAY - NIGHT

               Cordy, Fred and Gunn are watching from the window.

                                     GUNN
                         We have to get down there.

                                     WESLEY
                         No.

               The other look back at Wesley.

                                     WESLEY (CONT'D)
                         It's nearly midnight. We must stop 
                         the ritual.

                                     FRED
                         But if that thing kills Angel, 
                         millions of people will die.

                                     WESLEY
                         And if the ceremony is a success, 
                         everyone in the universe will.

                                     GUNN
                         The man's got a point.

------------------------------------------------------------------------------------------------------
                                                                        44.


               Cordy looks out the window one last time, then turns back to 
               Wes.

                                     CORDELIA
                         So, if this guy wins and Angel dies, 
                         then the ceremony will be stopped by 
                         a massive explosion that destroys 
                         everything within a hundred miles, 
                         right?

                                     WESLEY
                         I suppose one could think of it that 
                         way.

                                     CORDELIA
                         Hmm. I guess there's an up-side to 
                         the fact that Angel's about to get 
                         his ass kicked by that thing. Not 
                         that it helps us, really.

               EXT. STREET - NIGHT

               Gravo is clawing at Angel still. It would be taking off 
               Angel's head, but Angel manages to use his sword to block 
               the vital parts of his body.

               Finally, he is able to kick Gravo off of him. Gravo flies 
               back toward the wall of the hotel. It turns mid-air, and 
               grabs into the wall as it hits it. It sticks there. Then it 
               pushes off, and dives back toward Angel, tackling him just 
               as Angel was about to get back up.

               The two roll on the ground. When they separate, they each 
               get to their feet. They prepare for the next part of the 
               fight. Angel VAMPS OUT.

               Gravo looks at this, intrigued by the sudden change in Angel's 
               look. But his interest is not held for long. He leaps at 
               Angel, grabs him, and THROWS HIM high into the air. Angel 
               slams into the building across the street from the hotel, 
               about four stories up.

               Gravo jumps into the air, going after Angel as Angel SLAMS 
               back onto the ground, his face bloody.

               EXT. ROOFTOP - NIGHT

               The ritual is beginning. Connor is led over to a stone table 
               that rests near the ledge of the roof. At the head of the 
               table, the assembled crest of Nazaran is embedded in the 
               stone.

               Connor lays on the table, his head resting just below the 
               crest. He's nervous.

                                     ASHLEY
                         Don't worry. Everything's gonna be 
                         okay.

------------------------------------------------------------------------------------------------------
                                                                        45.


               The door to the rooftop opens. Linwood and Bethany walk onto 
               the roof. Ashley looks back at them, smiles and looks back 
               to Connor.

                                     ASHLEY (CONT'D)
                         It's time.

               Linwood stands at the head of the table, facing Connor. 
               Bethany stays back, away from the crowd of robed people.

               Linwood looks at his watch.

                                     LINWOOD
                         Let the ritual begin. Blessed three, 
                         come forth.

               Three of the robed men step forward. They wear black sashes, 
               embroidered with demon markings. Their faces are covered by 
               hoods. They stand, facing Connor. One at his head, one at 
               his feet and one in the middle.

               Ashley grabs Connor's hand, kisses him on the head, and then 
               steps back, near to where Bethany is.

               When the blessed three robed men speak, they speak as one.

                                     BLESSED THREE
                         Nazaran. Dweller. High one. We summon 
                         you. Maker of vessel. Come forth and 
                         remove this spirit from our sight. 
                         We call to you, by the power of the 
                         sacred markings, bring life to your 
                         crest, and allow it to work it's 
                         glory.

               The robed man who stands in the middle steps forward. He 
               removes the bandages from Connor's hands. As he does, the 
               markings that have been burned into Connor's hands begin to 
               GLOW.

                                     BLESSED THREE (CONT'D)
                         We sommon thee, by the power of the 
                         treasured symbol. Come forth.

               The roof door is SMASHED OPEN. Every head on the roof turns 
               to see who would disturb this sacred time, except for the 
               heads of Connor and the three blessed ones. Connor is just 
               looking up at the sky now. Awake and aware of what is 
               happening, but too distracted to notice the door being 
               smashed. He begins to breath heavily.

               Through the door, Cordelia, Wesley, Gunn and Fred charge, 
               their weapons held high.

               At once, all of the non-blessed robed men rush at them, 
               attacking. All of the good guys swing their weapons as quickly 
               as possible. While Gunn, Wesley and Cordelia swing with 
               purpose, Fred just swings to keep people from killing her.

------------------------------------------------------------------------------------------------------
                                                                        46.


               It seems to be working too.

                                     CORDELIA
                         Connor! 

               It's hard to tell if Connor even hears what is going on.

               Gunn is fighting hard, but it's not looking good for our 
               heros.

                                     GUNN
                         There are too many!

                                     FRED
                         I can't...

               Fred ducks to avoid a punch.

                                     FRED (CONT'D)
                         ...keep this up.

                                     GUNN
                         Hold on, sweetie.

               One of the robed men manages to get past Fred's weapon, and 
               grabs her. She screams. Gunn wants to help, but he can't.

                                     GUNN (CONT'D)
                         Fred!

               Wesley sees what's happening. Though he is busy fighting off 
               a large group of robed men that are attacking him, he manages 
               to find a way to get past them long enough to help Fred. He 
               attacks her attacker with fury in his eyes, just as the robed 
               man is about to use Fred's own weapon on her.

               Wesley stabs the robed man through the chest, killing him. 
               He drops. Fred is left standing. She looks at Wesley, 
               thankful.

                                     FRED
                         Wesley...

               He wants to hear what she says. All of his attention is on 
               her.

                                     FRED (CONT'D)
                         Behind you!

               Wes snaps back into reality. He turns just in time to avoid 
               being hit in the face by the fist of a rather large robed 
               man. He continues fighting. Fred picks up her weapon and 
               helps the best that she can.

               EXT. STREET - NIGHT

               The fight has moved on, yet Angel once again finds himself 
               on the ground. The sword is no longer in his hand.

------------------------------------------------------------------------------------------------------
                                                                        47.


               Gravo picks him up, and throws him into the wall of another 
               building. Angel hits it hard, creating a large dent in the 
               wall.

               A CROWD is gathering around the fighters now. Pointing and 
               whispering. Is it a stunt? What's going on?

               Gravo moves back toward Angel to grab him again, but Angel 
               manages to get to his feet before Gravo can reach him. Angel 
               is beaten and bloody, but he stands strong. Gravo eyes him. 
               Preparing for his next strike.

               Angel eyes Gravo back, waiting for his chance.

               Gravo springs at Angel, claws swinging and fangs ready to 
               bite. Angel catches Gravo which almost causes him to fall 
               back, but he doesn't. He swings Gravo around and slams it 
               into the wall. Gravo isn't even dazed by this. Angel lifts 
               the demon off the ground, and slams him back into it with 
               everything he can muster. The sidewalk cracks, but Gravo is 
               still going strong.

               It claws Angel across the face, splitting it open. Angel is 
               thrown off for a moment. This allows Gravo to get his footing 
               again. He grabs hold of Angel, and THROWS HIM across the 
               street. Angel crashes into the wall of the hotel.

               EXT. ANGEL'S HOTEL - CONTINUOUS - NIGHT

               Angel hits the ground with a THUD. Soon after, Gravo lands 
               next to him, having leaped across the street.

               Gravo grabs Angel and throws him though the glass doors of 
               the hotel.

               INT. ANGEL'S HOTEL - LOBBY - CONTINUOUS - NIGHT

               Angel lands on the floor of the hotel, and slides across the 
               lobby.

               He's a little dazed, and weak. But he manages to get to his 
               feet. He looks around the lobby. The six robed guys from 
               before are still on the ground, still not moving. But Gravo 
               is nowhere to be seen.

               Angel readies himself for Gravo's next attack. He knows that 
               it could come from anywhere. He waits a long moment. The 
               room is eerily silent.

               Finally, Gravo attacks. Not from the broken doors, but from 
               above. He jumps down onto Angel, clawing wildly.

               Angel manages to kick Gravo off of him, sending Gravo flying 
               through the air, crashing into one of the pillars and leaving 
               a dent into it. As Gravo recovers, Angel makes his way to 
               the weapons cabinet which still rests where it always has. 
               It's locked, but he breaks into it with relative ease.

------------------------------------------------------------------------------------------------------
                                                                        48.


               There aren't many weapons left in there, but there is a small 
               dagger. He grabs it just before Gravo dives onto him.

               They hit the floor, and roll. Angel manages to get on top of 
               Gravo, and raises the dagger into the air. Before he can 
               stab Gravo in the heart, Gravo kicks Angel off, hard.

               Angel flies across the room. He hits the counter, and crashes 
               right through it.

               Gravo leaps into the air, toward Angel, aiming to land flat 
               on top of Angel and dig his fangs into Angel's face. When he 
               lands on top of Angel, he is met with a small surprise. He 
               leans back up, and we can now see the dagger sticking out of 
               Gravo's chest.

               Gravo cocks his head slightly at the sight of it. The dagger 
               FLASHES WITH RED LIGHT.

               Gravo looks back at Angel. Angel grins at Gravo, and kicks 
               it off of him.

               Gravo hits the ground right in front of Angel. Slightly 
               weakened by the dagger in his chest. Angel and Gravo both 
               get to their feet.

               Gravo once again grabs Angel, swings him around, and throws 
               him, hard, into the same pillar that Angel sent Gravo into. 
               The already existing dent in the pillar is only made worse 
               as Angel crashes into it.

               As hard as he hit the pillar, Angel still manages to land on 
               his feet. Gravo rushes toward him and grabs Angel.

               Before anything else happens, a LOUD CLASH OF THUNDER shakes 
               the entire room.

               EXT. STREET - NIGHT

               On the street that Angel and Gravo tore apart in their fight, 
               the crowd is shaken by the thunder. A TEENAGE GIRL in the 
               crowd looks up as she stumbles and sees something on the 
               rooftop of Angel's hotel. She points.

                                     TEENAGE GIRL
                         Look!

               THE ROOFTOP

               Is struck by an ENERGY BEAM, which looks like lightning, but 
               doesn't go away.

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               Angel recovers from the shaking. A realization comes into 
               his mind. Gravo is as thrown off as Angel is.

------------------------------------------------------------------------------------------------------
                                                                        49.


                                     ANGEL
                         Connor.

               Gravo continues it's attack, but it meets a very different 
               Angel. Angel is filled with a sudden surge of energy. The 
               will to protect the child that he has adopted in his unbeating 
               heart.

               As Gravo attacks, Angel (still in vamp face, mind you) grabs 
               it's neck. With nothing but pure rage, Angel rips the head 
               off of his enemy.

               Gravo falls to the ground in two pieces. Angel doesn't miss 
               a beat. He races up the stairs.

               As Gravo's body rests on the ground, a RED ENERGY SHOCKWAVE 
               ripples out from his body, dispersing harmlessly. 

               EXT. ROOFTOP - NIGHT

               The battle is still going on up here. The steady ENERGY BEAM 
               is striking the crest of Nazaran. Two of the jewels are FILLED 
               WITH LIGHT. The blue jewel on the "life" section, and the 
               red jewel on the "death" section.

               As we watch, the yellow "human" jewel lights up.

                                     BLESSED THREE
                         Fill this air with your power, and 
                         bless us with your presence. Come 
                         forth from your throne, and grant us 
                         the vessel that we seek. Nazaran, 
                         child of the Biru, we summon you. 
                         Use your force, and bring on the 
                         reign of the mighty.

                                     WESLEY
                         We have to stop this, now!

                                     CORDELIA
                         Do ya think?

               Cordy avoids a punch.

                                     CORDELIA (CONT'D)
                         All this time, I was just playing it 
                         for kicks.

               Angel rushes through the opening where the door onto the 
               roof used to be (no longer in vamp face). He takes in the 
               sight of the battle, and the energy beam.

               He enters the battle with a vengeance, sending robed men to 
               the ground left and right.

               Cordelia is hit with a powerful punch. She falls to the 
               ground, not far from Bethany and Ashley.

------------------------------------------------------------------------------------------------------
                                                                        50.


               She stands, and looks back at the fight. It's going on without 
               her. She turns back to Bethany.

                                     CORDELIA (CONT'D)
                         You can stop this.

               Bethany doesn't answer.

                                     ASHLEY
                         Why would she want to?

                                     CORDELIA
                         Stay out of this, wonder freak.
                              (then)
                         Bethany, you can make this all go 
                         away.

                                     BETHANY
                         I... can't.

                                     CORDELIA
                         Look around. Does this look like a 
                         good ceremony to you? Robes, demon 
                         summoning, taking over bodies so 
                         that you can destroy the universe. 
                         Put it all together.

               Bethany doesn't know what to think anymore.

               On the table, Connor is breathing more heavily than before. 
               He's sweating, and his eyes are closed. Above his head, the 
               green "demon" jewel, and the purple "domination" jewel have 
               already lit up.

                                     BLESSED THREE
                         Nazaran, use your power. Grant the 
                         Biru the tool which they need. Bringer 
                         of death within life, we beg of you. 
                         Continue your fury. Bless this ritual, 
                         and pay honor to the powerful ones...

               Back in the battle, Fred is thrown to the ground. She crawls 
               around, narrowly avoiding hit after hit.

                                     GUNN
                         Fred, get out of here!

                                     FRED
                         I can't do that.

                                     GUNN
                         Forget about us. We don't need you 
                         here.

                                     FRED
                         I know. I mean that I really can't 
                         get out of here. They keep cutting 
                         me off!

------------------------------------------------------------------------------------------------------
                                                                        51.


               The group is doing pretty well against all of the robed men. 
               The fact that Angel isn't letting any punch or stabbing stop 
               him also helps this.

               Cordelia is still trying to talk some sense into Bethany.

                                     CORDELIA
                         Bethany, you're smarter than this. I 
                         know it sucks to be you. Everyone's 
                         always out to use you, and you're a 
                         big freak and stuff, but listen to 
                         me. This isn't the way. You're not 
                         going to fulfill any great destiny 
                         by helping to end the world.

                                     ASHLEY
                         Just back off.

               Cordy puts a hand up in Ashley's face in a "talk to the hand" 
               kind of way.

                                     ASHLEY (CONT'D)
                         Oh, like that's not at all passe.

               Cordy rolls her eyes, and pushes the hand into Ashley's face. 
               Ashley falls. Cordy turns her attention back to Bethany.

                                     CORDELIA
                         Help me stop this before it's too 
                         late.

               Just as she says this, the black "destruction" jewel LIGHTS 
               UP (like a black light bulb). The whole CREST BEGINS TO GLOW.

               This catches Angel's eye.

                                     ANGEL
                         No!

               Angel tries to push through the crowd of robed men, but he 
               can't. They keep holding him back.

               Cordelia looks back and sees the glowing crest.

                                     CORDELIA
                         Oh, God. It's started.

               On the table, Connor begins to shake. The shaking grows into 
               a full seizure.

                                     ANGEL
                         Connor!

               Still not having gotten up, Ashley looks on. She smiles.

                                     ASHLEY
                         They're coming.

------------------------------------------------------------------------------------------------------
                                                                        52.


               Cordelia uses her foot to effortlessly push Ashley's head 
               into the ledge of the roof. Ashley goes out.

               Linwood's mouth forms a grin. All that he's worked for is 
               finally happening.

               CONNOR BEGINS TO GLOW.

               Cordelia's face fills with desperation.

                                     CORDELIA
                         Bethany, please! Stop this!

               Bethany's eyes fill with tears. She doesn't know what to 
               believe anymore.

                                     CORDELIA (CONT'D)
                         Now, damnit!

               Bethany closes her eyes. A tear rolls down her cheek.

               And then her eyes dart open.

               The robed men that are fighting Angel, Wesley, Gunn and Fred 
               stop in their tracks. And then, all at once, they RISE INTO 
               THE AIR. They hover over the others for a moment, and then 
               they are all slammed into each other. They drop down to the 
               roof, unconscious.

               Cordelia is a little relieved.

                                     CORDELIA (CONT'D)
                         Now, was that so hard?

               But it's not over. Angel and Wesley race toward Connor. They 
               push pash the three blessed ones easily, but as they near 
               Connor, the GLOW AROUND HIM FLASHES. Angel and Wesley are 
               thrown back.

                                     LINWOOD
                         Now, now. You didn't think it'd be 
                         that easy, did you?

               Angel is not in the mood for jokes. He gets back to his feet, 
               and before anyone can realize it, he is standing in front of 
               Linwood. He grabs Linwood by the collar and holds him in the 
               air.

                                     ANGEL
                         Stop this or you die.

               Linwood smiles.

                                     LINWOOD
                         That's not quite how this situation 
                         works, Angel.

------------------------------------------------------------------------------------------------------
                                                                        53.


               Angel throws Linwood down onto the ledge of the roof. Below, 
               we can see the crowd on the street watching on in horror.

                                     ANGEL
                         Then we'll just have to think of 
                         something worse than death.

                                     LINWOOD
                         Let's do that. Meanwhile, your would-
                         be son is dying.

               Angel looks back to Connor who is still shaking. The sight 
               hurts him, and angers him at the same time.

               He bashes Linwood's head against the ledge, putting Linwood 
               out like a light.

               He turns back to the others.

                                     ANGEL
                         We have to stop this.

               He goes to Wesley now.

                                     ANGEL (CONT'D)
                         How?

               Wesley is at a loss for words.

                                     WESLEY
                         I honestly can't tell you.

               They can't stand to watch this. None of them can.

               Cordelia turns back to Bethany.

                                     CORDELIA
                         The crest. Get rid of it.

               Bethany nods. She looks at the crest. Focuses. But nothing 
               happens.

                                     BETHANY
                         It's too strong.

                                     CORDELIA
                         Keep trying!

               Bethany focuses. Tries to destroy the crest.

               Angel goes to the three blessed ones. He looks at them, still 
               not able to see their faces.

                                     ANGEL
                         Stop this now.

               They ignore him, and keep with their ritual. 

------------------------------------------------------------------------------------------------------
                                                                        54.


                                     BLESSED THREE
                         Nazaran, bring forth the Biru.  
                         Masters of the dark world. Holders 
                         of fate. Allow them to come into 
                         this world.

               Angel is angered that they won't even stop for a moment. He 
               grabs one of them. However, as he does, the robe FALLS LIMP 
               in his hands. Empty. Without anyone in it.

               Angel looks at the other two blessed ones just in time to 
               see their robes fall to the ground.

                                     ANGEL
                         No.

               He turns back to Connor.

                                     ANGEL (CONT'D)
                         No. No. No.

               He tries to get close to Connor again, but is once again 
               thrown back.

               As he lands on the ground, a BALL OF LIGHT shoots from 
               Connor's body.

               The others watch in horror as this all happens. Angel is 
               frantic. His eyes are filling with tears.

                                     ANGEL (CONT'D)
                         Connor!

                                     FRED
                              (crying)
                         No.

               Gunn puts his arms around Fred and holds her close. Wesley 
               watches on, feeling weak and worthless for not being able to 
               stop this.

               Angel can't move. Not because of any mystical force, but 
               because he simply can't function at the moment.

               Cordelia has her eyes on Bethany at all times.

                                     CORDELIA
                         C'mon, Bethany.

               A RED BALL OF LIGHT appears high in the sky. It slowly begins 
               toward Connor.

               Bethany is focusing as hard as she can. She's broken into a 
               sweat and is beginning to shake.

               The crest begins to RATTLE.

               Wesley notices this and turns to see Bethany.

------------------------------------------------------------------------------------------------------
                                                                        55.


                                     WESLEY
                         It's working.

                                     CORDELIA
                         It's working, Bethany. Finish the 
                         job.

               The crest's rattle turns into a shake. A CRACK FORMS in it.

               The red glowing ball is getting closer and closer to Connor.

                                     CORDELIA (CONT'D)
                         Okay, Bethany. Enough with the 
                         dramatic pause already.

               The red ball of light is there now. But it doesn't enter 
               Connor yet. Instead, it ENTERS THE CREST. The whole CREST 
               BEGINS TO GLOW RED.

               The CRACK IN THE CREST GROWS.

                                     CORDELIA (CONT'D)
                         Do it. C'mon.

               And then Cordelia turns angry.

                                     CORDELIA (CONT'D)
                         Now!

               The CREST EXPLODES. RED ENERGY shoots in all direction, and 
               FADES AWAY.

               Bethany falls to the ground. 

               Connor STOPS GLOWING. He lies there, on the table. He is not 
               moving. Angel goes to him and takes Connor's limp body in 
               his arms.

               Gunn and Fred watch, still holding each other. Pain in their 
               faces.

               Wesley looks down, numb.

               Cordelia watches Angel rock Connor in his arms.

               We stay on this for a few moments. Taking in all that has 
               happened.

                                                               DISSOLVE TO:

               INT. ANGEL'S HOTEL - ANGEL'S ROOM - TWO WEEKS LATER - NIGHT

               Angel sits next to the bed where Connor now rests. Though 
               Connor's body is alive, his soul is lost. Angel watches his 
               son, his face blank.

               Fred walks into the room quietly. She speaks softly.

------------------------------------------------------------------------------------------------------
                                                                        56.


                                     FRED
                         Hey.

               Angel doesn't answer.

                                     FRED (CONT'D)
                         I just wanted to let you know that 
                         I'm back in the hotel if you need 
                         me. For now, anyway.

               She waits, but there is still no reply. She starts to walk 
               away, but stops. She turns back.

                                     FRED (CONT'D)
                         You can't stay like this forever, 
                         Angel. Things are messed up, I know. 
                         I mean, Wesley hasn't spoken to any 
                         of us since... And Cordelia's gone 
                         now. She left yesterday.
                              (beat)
                         She's filming a movie in New Orleans, 
                         if you're wondering. Same guy who 
                         made her series, I think. I guess 
                         she needed to get away from here.

               She walks around the bed, so that it at least seems like 
               Angel might be looking at her.

                                     FRED (CONT'D)
                         We'll find a way to save Connor. I 
                         promise. Charles and Bethany are 
                         helping me work on that.

               Angel still isn't responding. Fred looks down.

                                     FRED (CONT'D)
                         I just though you should know all of 
                         that.
                              (beat)
                         I guess I'll go.

               She walks out of the room, sadly. Angel continues to watch 
               Connor. He never takes his eyes off of him. Replaying that 
               night in his head. Wishing there was something that he could 
               do to change it.

               But knowing that there's not.

                                                             FADE TO BLACK:

                                         THE END