TEASER

               FADE IN:

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               CORDELIA and FRED are sitting on the couch, reading. Fred is 
               going over files and papers related to the business. Cordelia 
               is reading Variety.

                                     CORDELIA
                         Can you believe they're planning 
                         another Jurassic Park movie? If I 
                         were them, I'd put the money where 
                         it's needed and redo the last two 
                         before I tried adding another one to 
                         the list.

                                     FRED
                              (confused)
                         What?

                                     CORDELIA
                         Y'know. 'Cause they sucked.

                                     FRED
                         They made more Jurassic Park movies?

                                     CORDELIA
                         Oh. I guess you would have missed 
                         out on those, huh? Don't worry, they 
                         weren't really worth watching.

                                     FRED
                         But the first one was so much fun.
                              (beat)
                         Or I guess it was until I found myself 
                         in another dimension being chased 
                         down by green, horned, creatures 
                         with scales.

                                     CORDELIA
                         You should have been at my high school 
                         graduation.

                                     FRED
                         Dinosaur clones?

                                     CORDELIA
                         Yeah right. Cause that's likely to 
                         happen.
                              (beat)
                         It was the town mayor turning into a 
                         giant snake and eating half of the 
                         student body.

                                     FRED
                         Harsh.

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


                                     CORDELIA
                         Yeah.

               They go back to reading. Fred flips through a few pages, 
               looking concerned.

                                     FRED
                         This can't be right.

                                     CORDELIA
                         What?

                                     FRED
                         These files. They're showing that we 
                         hardly have any money left.

                                     CORDELIA
                         What? We just go a ton of it a few 
                         months ago.

                                     FRED
                         I know. But with all of the bills, 
                         plus salaries, it's all almost gone.

                                     CORDELIA
                         The benifits of owning a big-ass 
                         hotel, I guess.

                                     FRED
                         I guess. I need to talk to Angel 
                         about this.

                                     CORDELIA
                         Him and Gunn should be back soon. 
                         The demon I saw in my vision didn't 
                         look all that scary.

               Cordelia reads something in her magazine that sets her off.

                                     CORDELIA (CONT'D)
                         What?! Okay, now this is just not 
                         right.

                                     FRED
                         What is it?

                                     CORDELIA
                         Aura, my old friend from high school. 
                         She's been cast in a new series for 
                         the WB.

                                     FRED
                         Isn't that a good thing?

                                     CORDELIA
                         No. I was auditioning for a year an 
                         a half and I got nothing.
                                     (MORE)

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


                                     CORDELIA (CONT'D)
                         This girl couldn't even remember any 
                         of the cheers in school and they 
                         cast her in a tv series?

                                     FRED
                         Jealous?

               Cordelia looks at Fred. Realizing that she might have been 
               reacting like someone who was jealous.

                                     CORDELIA
                         Not at all. I gave up acting to pursue 
                         a noble career as a vision demon. 
                         It's not like I couldn't cut it.

                                     FRED
                         Right.

                                     CORDELIA
                         I just don't think it's right to 
                         cast someone like her in a series 
                         when there are other, more talented 
                         actresses out there.
                              (beat)
                         Who aren't me.

                                     FRED
                         It's good to see that you're not 
                         jealous.

                                     CORDELIA
                         I'm not.

               ANGEL and GUNN walk into the hotel, each holding a weapon. 
               Gunn is covered in yellow demon blood.

                                     GUNN
                              (sarcastic)
                         Well that was fun.

                                     ANGEL
                         I told you to duck.

                                     FRED
                         How'd it go?

                                     ANGEL
                         Demon's dead.

                                     GUNN
                         And there's proof all over me.
                              (beat)
                         What's goin' on here?

               Fred's not sure how to answer.

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


                                     FRED
                         I kinda have some bad news.

                                     ANGEL
                         What's wrong?

               Fred looks down at her papers.

                                     FRED
                         Unless there's some sort of system 
                         to these files that I'm not catching 
                         onto, it looks like we're almost out 
                         of money.
                              (beat)
                         If we don't get a case soon, we might 
                         be going out of business.

               Angel and Gunn look at Fred with concern.

                                     ANGEL
                         Then we'll just have to find a way 
                         to get money.

               And normally, that would be the last words before the opening 
               credits. Very powerful. But--

                                     CORDELIA
                         And you know the worst part? If it 
                         wasn't for me, Aura probably wouldn't 
                         have even came to LA to begin with!

                                                             FADE TO BLACK:

                                      END OF TEASER
 
------------------------------------------------------------------------------------------------------
                                                                         5.


                                         ACT ONE

               FADE IN:

               INT. LILAH'S OFFICE - DAY

               Lilah is sitting at her desk, looking over some files. She 
               picks up her phone and hits a button.

                                     LILAH
                         Danny, I need the Douglas files in 
                         my office now or your ass is grass.  
                         And don't think I can't actually 
                         make that happen.

               She hangs up. A moment later, her door opens and GAVIN walks 
               in. He's holding a file in his hand.

                                     GAVIN
                         You're secretary said you needed 
                         this file.

                                     LILAH
                         I don't have time for our usual 
                         banter. Give it up and get out.

                                     GAVIN
                         Okay.

               He drops the file on her desk and begins to walk out of the 
               room. She watches him. Wondering what's going on.

                                     LILAH
                         Wait.

               Gavin smiles and turns around.

                                     GAVIN
                         Hmm?

                                     LILAH
                         What are you doing?

                                     GAVIN
                         You told me to get out.

                                     LILAH
                         That never stopped you before.

                                     GAVIN
                         I thought I might give manners a 
                         shot.

                                     LILAH
                         Nice try. We both know you're baiting 
                         me, so get on with it.

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


                                     GAVIN
                         I'm not baiting you. I just thought 
                         I'd tell you that it's a good thing 
                         you're not looking for your Angel 
                         file.

                                     LILAH
                         And I'm biting.
                              (beat)
                         Why not?

                                     GAVIN
                         Well, you know I'm not one for office 
                         gossip...

                                     LILAH
                         Cut the crap.

                                     GAVIN
                         Fine. The file's been pulled.

                                     LILAH
                         So?

                                     GAVIN
                         Pulled by the Senior Partners.

               Lilah's confused.

                                     LILAH
                         Why would they want my file on Angel?

                                     GAVIN
                         Rumor has it that the Angel situation 
                         is up for review on the thirteenth 
                         floor. And while they're at it, so 
                         is your position here.

                                     LILAH
                         Thirteenth floor? There is no 
                         thirteenth floor, Gavin. Nice try.

                                     GAVIN
                         That's what I thought too.

               He winks at her and walks out of her office. She waits for 
               the punchline. But it doesn't come. She's just left in her 
               office alone.

               INT. COFFEE SHOP - DAY

               A small, busy little shop. CUSTOMERS are waiting at the 
               counter for the COFFEE GUY (dressed in a red and gold striped 
               uniform) to take their orders. At the front of the line is 
               Cordelia. Wearing big secret agent style sunglasses.

               The coffee guy is sitting on a stool, reading a magazine.

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


                                     CORDELIA
                              (to coffee guy)
                         Excuse me.

               He doesn't even look at her.

                                     CORDELIA (CONT'D)
                         Excuse me!

               He turns to her this time.

                                     COFFE GUY
                         Sorry. I'm on my break.

                                     CORDELIA
                         Well, is there someone else here who 
                         can take my order?

                                     COFFE GUY
                         I'm the only one working today.

               She sighs and turns around. She walks through the line of 
               people waiting, and sits down at a table. A table that WESLEY 
               is already sitting at. She points to his coffee.

                                     CORDELIA
                         Do you mind?

               He shakes his head. She takes a sip of it.

                                     CORDELIA (CONT'D)
                         The place has good coffe, but the 
                         service sucks.

                                     WESLEY
                         The trick is to get here early. Before 
                         he goes on break.

                                     CORDELIA
                         I'll make a note of it.

               There's definite tension between them still.

                                     CORDELIA (CONT'D)
                         So. How's the neck doing?

               He rubs his neck.

                                     WESLEY
                         It's healing.

                                     CORDELIA
                         Good. Good.
                              (beat)
                         So, the stubble thing is a new look. 
                         It works for you.

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


                                     WESLEY
                         Thanks. I thought I'd try for 
                         something a little rougher around 
                         the edges.

                                     CORDELIA
                         Ah. So that explains the kidnapping 
                         thing.

               As soon as she says it, she knows it was a mistake.

                                     CORDELIA (CONT'D)
                         Sorry. That just came out.

                                     WESLEY
                         I had my reasons for that. I didn't 
                         mean for things to turn out the way 
                         they did.

                                     CORDELIA
                         I know. Fred told me about the 
                         prophecy you found.
                              (beat)
                         Wes, why didn't you tell anyone else?

               He's uncomfortable talking about it still.

                                     WESLEY
                         I couldn't tell Angel, obviously. 
                         You went away on vacation with Groo. 
                         And things with Fred and Gunn...

               He just stops there.

                                     CORDELIA
                         I get that you weren't happy with 
                         them at the time. But this was 
                         serious, Wesley.

                                     WESLEY
                         Do you think I don't know that?
                              (beat)
                         I've been replaying the whole thing 
                         in my head since it happened. And of 
                         course there are things I'd have 
                         changed. But I did what I had to do. 
                         Conner was in danger, and I had to 
                         get him out of there.

                                     CORDELIA
                         You could have killed Lorne.

                                     WESLEY
                         I didn't want to do that. But all of 
                         the signs... I had to get Conner out 
                         of there, and Lorne wouldn't have 
                         let me just walk away with him.

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


                                     CORDELIA
                         So you decided to whack him over the 
                         head, leave him for dead, and go 
                         play friendly with Holtz?

                                     WESLEY
                         No. I was going to take Conner and 
                         run. I was stopped by Justine, and 
                         that's when she took Conner. I didn't 
                         plan on ever seeing those people 
                         again.
                              (beat)
                         You have to trust me when I tell you 
                         that I didn't mean for things to 
                         turn out how the did. For Conner to 
                         be taken.

                                     CORDELIA
                         I know. I believe that Wesley. But 
                         you made mistakes. Things that can't 
                         be taken back. Angel won't forgive 
                         you for this.

                                     WESLEY
                         I don't expect that he will. But I 
                         thought that Fred and Gunn would 
                         have at least listened to my side.

                                     CORDELIA
                         They were hurt by you, Wes. You didn't 
                         fill them in. You went behind their 
                         backs. Behind all of our backs.

                                     WESLEY
                         So why are you here?

               Cordelia thinks about her answer.

                                     CORDELIA
                         Because I know you. I know that you 
                         would never do something like this 
                         unless you honestly believed that 
                         you had to. Because I think that 
                         while Angel may have a right to be 
                         upset with you, some of the others 
                         might have been a little quick to 
                         judge.
                              (beat)
                         I know what it's like to trust people 
                         so completely and to have them turn 
                         around and hurt you. I don't totally 
                         forgive you, Wesley.  I don't know 
                         that I ever can. But I love you. And 
                         that means something to me.
                              (beat)
                         In a friend kind of way. Let's not 
                         relive any failed kissing attempts.

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


                                     WESLEY
                         It means something to me too. Thank 
                         you.

               INT. LILAH'S OFFICE - DAY

               Lilah is sitting at her desk. Should be working, but isn't. 
               She's thinking about something else. The Angel file. And 
               it's making her nervious.

               She tries to brush it off.

                                     LILAH
                         He was obviously lying. There is no 
                         thirteenth floor.

               She tries to go back to work. But after a short moment, she 
               can't focus on it anymore. She picks up her phone. Hits a 
               button on it.

                                     LILAH (CONT'D)
                         I need my file on Angel. Get it from 
                         files and bring it in here.

               She hangs up the phone and goes back to sitting. Waiting.

               A moment later, the INTERCOM BEEPS. She looks at her phone. 
               Then she picks it up.

                                     LILAH (CONT'D)
                         What?
                              (beat)
                         Pulled by who?

               After getting her answer, she hangs up.

                                     LILAH (CONT'D)
                         How many hidden floors are in this 
                         damn place?

               She thinks for a minute. Then she get up and walks out of 
               her office.

               EXT. WOLFRAM AND HART BUILDING - DAY

               Lilah walks out of the building, and gets a good distance 
               away from it before turning around. She takes in the sight 
               of the building.

               Then she points to each level of windows and counts them. 
               Moving her lips as she does, of course. When she finishes 
               counting them, she walks back into the building.

               INT. WOLFRAM AND HART BUILDING - LOBBY/ELEVATOR - CONTINUOUS - 
               DAY

               Lilah walks through the lobby, set on her destination and 
               not willing to let anyone stop her.

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


               A MAN in a suit walks up to her.

                                     MAN
                         Lilah. Hi. I wanted to talk to you 
                         about the...

               She ignores him and keeps walking.

                                     MAN (CONT'D)
                         Okay. Fine.

               He looks around to see if anyone is watching.

                                     MAN (CONT'D)
                         I'll e-mail you, then!

               Lilah walks to an elevator and pushes the "up" button. A 
               moment later - DING! - the doors open. Lilah gets in. When 
               she does, he immediatly looks at the numbers on the control 
               panel. Then she has her answer.

                                     LILAH
                         Mystical.

               This makes things a lot harder. As the doors close, she's 
               already plotting.

               INT. ANGEL'S HOTEL - OFFICE - DAY

               Angel is sitting at the desk, going over files. Fred walks 
               in.

                                     FRED
                         I looked them over three times. I 
                         came out with the same numbers all 
                         three times.
                              (beat)
                         Actually, the second one was a few 
                         hundred off, but then I realized 
                         that I forgot to carry the two and 
                         that's what threw that off.

                                     ANGEL
                         I trust you.

                                     FRED
                         You're just hoping that I was wrong?

                                     ANGEL
                         Hoping that if I stare at the bills 
                         long enough, something will come to 
                         me.

               She sits down.

                                     FRED
                         Are you worried? About losing the 
                         hotel, I mean?

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


                                     ANGEL
                         I think we'll find a way to keep it. 
                         Cordy can have a vision.

                                     FRED
                         She sat in the lobby for an hour 
                         today, trying to force one out.

                                     ANGEL
                         Any luck?

                                     FRED
                         Not with a vision.

                                     ANGEL
                         Things have a way of working out.
                              (beat)
                         To tell you the truth, the hotel 
                         isn't even the thing I'm thinking 
                         about the most.

                                     FRED
                         Conner?

               The mention of his son's name hits Angel in the heart.

                                     ANGEL
                         Yeah.

                                     FRED
                         I'm sure you'll find him. There aren't 
                         many places that he could go.
                              (then)
                         Maybe he went back to that motel he 
                         lived in with Holtz, or that other 
                         place that he went to with the druggie 
                         girl.

                                     ANGEL
                         I checked. No sign of him in either 
                         place.

                                     FRED
                         Well, he wasn't with Holtz's 
                         girlfriend, I can promise you that. 
                         And if she knew where he was, she 
                         was doing a better job of keeping 
                         that secret than she was the one 
                         about where you were.

                                     ANGEL
                         He probably just took off. Not knowing 
                         where he'd end up.

                                     FRED
                         Maybe he'll come back.

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


                                     ANGEL
                         I'm not planning on it. He thinks 
                         I'm out of the picture. There's no 
                         reason for him to be here.

               Fred thinks.

                                     FRED
                         Then maybe we have to let him know 
                         that you're back.

               INT. ANGEL'S HOTEL - LOBBY - DAY

               Gunn is just putting some weapons away in the weapons cabinet 
               when Cordelia walks in. She's on her cell phone.

                                     CORDELIA
                              (into phone)
                         No. I've told you about thirty times 
                         in the last five minutes. I don't do 
                         that anymore. I have more important 
                         things in my life right now.
                              (beat)
                         I'm sorry.
                              (beat)
                         Okay. Bye.

               She hangs up.

                                     GUNN
                         What was that all about?

                                     CORDELIA
                         It's nothing. Just my agent trying 
                         to get me to go to an audition.

                                     GUNN
                         Why don't you?

                                     CORDELIA
                         I've tried to have a balance between 
                         demon fighting and acting. It didn't 
                         work. I had to make a decision, and 
                         a chose to save the world instead of 
                         becoming rich and famous.
                              (beat)
                         It was a hard decision, yeah. But 
                         you have to think that being rich 
                         and famous wouldn't be all that much 
                         fun if you let the world get taken 
                         over by evil demons.

                                     GUNN
                         Good point. And speaking of which, 
                         what's the word on the whole vision 
                         thing?

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


                                     CORDELIA
                         No luck yet. But I'm hoping to have 
                         my mind invaded any minute now.

                                     GUNN
                         Good. We need the money around here.

                                     CORDELIA
                         Not that there's any pressure on me 
                         or anything.

               Just then, a BUSINESS MAN (mid-40's, dressed in a suit) walks 
               into the hotel. Cordelia turns when she hears the door.

                                     CORDELIA (CONT'D)
                         Can we help you?

               Gunn looks up at the door. He doesn't see anything.

                                     BUSINESS MAN
                         Yeah. I'm not sure that I'm in the 
                         right place.

                                     CORDELIA
                         If you're looking for Angel 
                         Investigations, you are. If you're 
                         looking for the freaky massage parlor, 
                         it's two doors to the left.

                                     GUNN
                         Huh?

                                     BUSINESS MAN
                         Good. This is the place then.

                                     CORDELIA
                         Do you have a problem that needs 
                         fixing?

                                     BUSINESS MAN
                         Yes... Well, no. See, I'm going to 
                         be attacked tonight.

                                     CORDELIA
                         Really? And how do you know this?

                                     BUSINESS MAN
                         Y'know. The usual ways that we know 
                         these things.
                              (beat)
                         Anyway, it's going to be a demon 
                         attack. Something that looks like 
                         it's made out of human bones or 
                         something.

                                     GUNN
                         Cordy, you okay?

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


                                     BUSINESS MAN
                         It'll be on Sunset at around nine-
                         thirty. Well, near Sunset.

               Cordelia looks at him for a moment. Confused.

                                     CORDELIA
                         If you know when and where you're 
                         gonna be attacked, how about you 
                         just don't go there?
                              (beat)
                         Unless you're a vision I'm having. 
                         You're a vision, aren't you?

               The man nods. Cordelia looks at Gunn.

                                     CORDELIA (CONT'D)
                         He's a vision.

                                     GUNN
                         Yeah, I figured he might be. I'll go 
                         get Angel and Fred.

                                     CORDELIA
                         I'll get the info.

               Gunn goes to the office. Cordelia turns back to the man.

                                     CORDELIA (CONT'D)
                         Now, before you poof into thin air, 
                         I just need a few questions answered. 
                         Like, you're name. The exact location. 
                         And is that suit as expensive as it 
                         looks, cause we're in serious need 
                         of money around here and it'd be 
                         swell if you could pay.

               INT. ANGEL'S HOTEL - OFFICE - CONTINUOUS - DAY

               Angel and Fred are still talking. Gunn walks in.

                                     GUNN
                         Heads up. Cordy's getting a vision.

                                     FRED
                         Now?

                                     GUNN
                         Yeah. And can I just say that these 
                         things were a lot less freaky when 
                         she was screaming in pain? She's got 
                         a whole Sixth Sense thing going on 
                         that's not even funny.

                                     ANGEL
                         Let's go.

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


               They're about to walk out of the room, but Cordelia walks 
               in. She's holding a piece of paper.

                                     ANGEL (CONT'D)
                              (to Cordelia)
                         What's up?

                                     CORDELIA
                         Demon attack tonight. No rush. I 
                         have the information here.

                                     ANGEL
                         Good. So, what are we dealing with 
                         here?

                                     CORDELIA
                         Standard baddie. Strong. Claws. Teeth. 
                         Oh, but this one's made of bones.

                                     FRED
                         Eew.

                                     CORDELIA
                         Yeah.

               They soak in the image of the demon in all of it's grossness. 
               But Angel's not focused on that.

                                     ANGEL
                         That's interesting. But I meant, did 
                         the guy mention anything about paying?

                                                             FADE TO BLACK:

                                      END OF ACT ONE
 
------------------------------------------------------------------------------------------------------
                                                                        17.


                                         ACT TWO

               FADE IN:

               INT. LINWOOD'S OFFICE - DAY

               LINWOOD is sitting at his desk, going over some files. There's 
               a KNOCK on the door. He looks up.

                                     LINWOOD
                              (calling out)
                         What?

               The door opens. Lilah walks in, closing the door behind her.

                                     LILAH
                         I'm sorry to bother you, sir, but 
                         your secretary wasn't at her desk.

                                     LINWOOD
                         I know. I had her "fired" yesterday. 
                         What do you want?

                                     LILAH
                         Well, I was wondering if you might 
                         know where my Angel file was. I went 
                         to get it, and it seems to be missing.

                                     LINWOOD
                         Yes, I know where it is.

               She waits for him to tell her, but it's obviously not going 
               to happen.

                                     LILAH
                         Would it be possible for me to see 
                         it?

                                     LINWOOD
                         No.
                              (beat)
                         This is why we urged you to use the 
                         company database to store the 
                         information. But you have to do 
                         everything the old fashioned way.

                                     LILAH
                         Yes, sir. And I regret that.

                                     LINWOOD
                         The file will be put back in the 
                         file room when we're through with 
                         it. Until then, sit tight and try to 
                         look pretty.

               She forces a smile at him.

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


                                     LILAH
                         I'll try, sir.

               She starts to walk out, but stops herself.

                                     LILAH (CONT'D)
                         Oh, before I forget.

               She walks back to his desk and reaches into her pocket.

                                     LILAH (CONT'D)
                         This note was on your door.

               She pulls her hand out of her pocket, but it's not a note 
               that she's holding. It's a handful of a pink powder. Before 
               he can notice, she leans over and blows it in his face. A 
               PINK CLOUD surrounds him. He doesn't move an inch. He can't. 
               The cloud has frozen him.

               Lilah SNAPS her fingers in front of him a few times, just to 
               make sure. When she's satisfied that he's out of it, she 
               grins.

                                     LILAH (CONT'D)
                         Who's looking pretty now?

               She walks around the desk and starts looking through his 
               drawers... the ones on his desk, that is.

                                     LILAH (CONT'D)
                         I hope you don't mind me going through 
                         your things. I'm fully aware that I 
                         can be a little nosey sometimes. 
                         It's an issue that I'm working on.

               She comes across a locked drawer. She stands back, trying to 
               figure out how to get into it. She knows what she must do, 
               but she doesn't like it.

                                     LILAH (CONT'D)
                         Crap.

               And so she starts going through his pockets. It disgusts 
               her.

                                     LILAH (CONT'D)
                         I bet you're enjoying this, you 
                         bastard.

               Finally, she finds his keys. She searches for the right one 
               until she finds it. She uses it and unlocks the drawer. She 
               searches through it. But there's nothing in there except his 
               collection of family photos. Him at a barbeque. Him at 
               Christmas, with family and friends. Having a great time. 
               Stuff like that

               Lilah throws the photos back into the drawer and closes it.

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


                                     LILAH (CONT'D)
                         Sick freak.

               She slams the drawer shut and locks it. She is about to put 
               the keys back in his pocket, but she can't bring herself to 
               do it.

                                     LILAH (CONT'D)
                         Don't you wish.

               She tosses them on the floor, making it look like they slipped 
               out of his pocket.

               She looks around the office. Annoyed that she can't find 
               anything. She sighs and walks out of the room, uttering one 
               word before the door closes.

                                     LILAH (CONT'D)
                         Solvo.

               A few seconds after the door closes, he PINK CLOUD vanishes. 
               Linwood looks around his office, and goes back to work. 
               Unaware that anything has happened.

               INT. WOLFRAM AND HART - HALLWAY - DAY

               Lilah walks down the hall, thinking. Plotting. She gets an 
               idea.

               INT. WOLFRAM AND HART - SECURITY ROOM - DAY

               The SECURITY GUARD in the room is keeping a careful eye on 
               the monitors.

               In the back of the room, the SHAMAN sits, not moving. Not 
               doing anything.

               The door opens. Lilah walks in holding a bag. The security 
               guard look back and sees her there. When he sees her, he is 
               as much scared as he is attracted to her.

                                     SECURITY GUARD
                         Miss Morgan.  What can I do for you?

                                     LILAH
                         The question isn't what you can do 
                         for me, but what I can do for you.

                                     SECURITY GUARD
                              (gulp)
                         Hmm?

               She walks toward him in an almost seductive manner.

                                     LILAH
                         Y'know, I've always thought that the 
                         security guards in this building 
                         were under appreciated.

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


                                     SECURITY GUARD
                         We are?

                                     LILAH
                         Yes.

               She's close to him now. Making him more nervous.

                                     LILAH (CONT'D)
                         And I want to do something about 
                         that. I want to show you just how 
                         appreciated you really are.

               He can't bring himself to speak. He's not sure if he should 
               be turned on, or scared out of his mind.

                                     LILAH (CONT'D)
                         So, what do you say? Do you like it 
                         hot and spicy, or basic and sweet?

                                     SECURITY GUARD
                              (confused)
                         I--I'm sorry?

               She holds up the bag.

                                     LILAH
                         Your lunch.
                              (beat)
                         Hot and spicy, or regular? The regular 
                         comes with a brownie.

               The security guard is relieved.

                                     SECURITY GUARD
                         Oh. Um... I like it hot.

               She smiles at him suggestively.

                                     LILAH
                         Somehow, I thought you might.
                              (beat)
                         Are you the only one here?

               She looks back at the Shaman.

                                     LILAH (CONT'D)
                         I mean, besides the living statue 
                         back there?

                                     SECURITY GUARD
                         The others are on the ninth floor. 
                         Someone set off the fire alarm.

               She looks as genuinely upset as she can manage.

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


                                     LILAH
                         Who would do such a thing? In this 
                         day and age, pulling such an awful 
                         prank.

               She pulls a sandwich out of the bag, dropping a ketchup packet 
               "by mistake".

                                     LILAH (CONT'D)
                         I can be such a klutz.
                              (beat)
                         Would you mind? I'm in heels.

               He smiles and bends down to pick it up. While he's down there, 
               she catches his attention with some fancy leg action.

               While he's distracted, she looks around the room for 
               something. Keys. A big paper that says "Map to the 13th 
               floor". Anything. When he gets back up, she puts her attention 
               back on him.

                                     LILAH (CONT'D)
                         I bet you know all of the secrets in 
                         this building, don't you?

                                     SECURITY GUARD
                         Um... Most of them, I guess.

                                     LILAH
                         All those cameras. I bet you even 
                         have tabs on all of the... y'know, 
                         less public places.

                                     SECURITY GUARD
                         Oh. Yeah. I keep my eye on all of 
                         that.
                              (beat)
                         I caught a guy trying to sneak into 
                         the white room once.

               He stops himself. Did he say too much?

                                     SECURITY GUARD (CONT'D)
                         I mean.
                              (beat)
                         You did know about the white room, 
                         right?

                                     LILAH
                         Yeah. I've been there.
                              (beat)
                         They did a hell of a job getting the 
                         furniture to match the rug. Takes 
                         talent to decorate like that.

               He smiles at her joke. Then serously begins to hope it was a 
               joke that he was meant to smile at.

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


                                     LILAH (CONT'D)
                         I'm just glad that we have someone 
                         in this building who knows what he's 
                         doing. I don't even want to imagine 
                         what would happen if someone were to 
                         try to get into one of those secure 
                         rooms.
                              (beat)
                         The vault. The white room.
                              (beat)
                         The thirteenth floor.

               She pauses for a moment to see his reaction.

                                     SECURITY GUARD
                         Thirteenth floor?

               She wonders if she's said too much.

                                     SECURITY GUARD (CONT'D)
                         You know about that?

               She is relieved, but hides it.

                                     LILAH
                         Yeah. I know all about it. I know a 
                         lot of the secrets around here.
                              (beat)
                         I've never been there though.

                                     SECURITY GUARD
                              (bragging)
                         I've been there.

                                     LILAH
                         Really? What's it like?

                                     SECURITY GUARD
                         It's not so different from the rest 
                         of the building, really.

                                     LILAH
                         Wow. I have to say, I'm impressed. I 
                         wasn't even sure that you'd know how 
                         to get in there. It's such a big 
                         secret and all.

               He unknowingly puts his hand on a set of keys that are 
               attached to his belt. She notes this subtle clue.

                                     SECURITY GUARD
                         Like I said. I know most of the 
                         secrets in this place.

               He takes a big bite of his sandwhich. she looks at her watch.

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


                                     LILAH
                         Well, I shouldn't hold you up any 
                         longer. I wouldn't want to keep you.

               She starts to walk out of the room.

                                     SECURITY GUARD
                         But, aren't you gonna eat too?

                                     LILAH
                         I'm on a diet.

               And with that, she's gone.

               INT. WOLFRAM AND HART - HALLWAY OUTSIDE SECURITY OFFICE - 
               DAY

               We see the door to the security office. It's closed. Nothing 
               special.

               A few moments pass without anything happening. But then, the 
               door bursts open, and the security guard runs out.

               He runs down the hall, into another door. The bathroom.

               We once again see nothing special happening for the longest 
               time. But then, Lilah walks out of the bathroom. Smiling 
               because she got what she wants. But also, repulsed by what 
               she just witnessed.

               INT. WOLFRAM AND HART - LOBBY - NIGHT

               It's after normal working hours. The place is dark, but there 
               are still a few lights on.

               Lilah walks into the building. The NIGHT WATCHMAN sitting 
               behind the desk stands when he sees her.

                                     NIGHT WATCHMAN
                         Ms. Morgan. I wasn't expecting to 
                         see you here tonight.

               She keeps walking, not missing a beat.

                                     LILAH
                         You know me and later hours.

                                     NIGHT WATCHMAN
                         Yeah, it's always the story, ain't 
                         it? What do they have you raising 
                         tonight?

                                     LILAH
                         The only think I'm raising tonight 
                         is hell.

               And by now she's out of conversation range. The night watchman 
               sits back down, bored. Taking her literally though.

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


                                     NIGHT WATCHMAN
                         Oh. Just the same old stuff.

               INT. WOLFRAM AND HART - ELEVATOR - NIGHT

               Lilah gets into the elevator and the doors close. She looks 
               at the control panel as she pulls an oddly shaped key out of 
               her pocket. A copy of one that the security guard had. She's 
               looking for a place to stick the key, but she can't seem to 
               find anywhere that it would fit. There are, of course, other 
               key holes. For normal elevator functions, but no oddly shaped 
               holes.

               After a minute of thinking, an idea hits her. It's so stupid 
               that she has to roll her eyes though.

                                     LILAH
                         Oh, please.

               Now she sticks her thumb out, looking around for something. 
               Then she gets an idea. She sticks her thumb behind her ear 
               and presses it into the back of her earring, breaking the 
               skin. The pain doesn't bother her at all.

               She looks at her thumb to make sure that it's bleeding. And 
               seeing that it is, she smears the blood over a large, empty 
               area of the control panel.

               A KEY HOLE APPEARS in the control panel.

                                     LILAH (CONT'D)
                         Could they get more obvious with 
                         these things?

               She sticks her key into the hole and gives it a twist. He 
               whole CONTROL PANEL BEGINS TO GLOW. And the elevator begins 
               to move.

               She looks up at the numbers above the door as it counts off 
               the floors that it passes.

               2...3...4...5...6...7...8...9...10...11..12...DING!

               It doesn't go past twelve, because right after 12 is, of 
               course 14 on the floor counter (since office buldings skip 
               number 13).

               A moment later, the doors open. We don't see the floor itself, 
               but a RED GLOW shines on Lilah. She's intrigued.

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               Angel and Gunn are grabbing weapons out of the cabinet. Cordy 
               and Fred are standing near them, watching the men get ready 
               for battle.

                                     CORDELIA
                         And you're sure I can't come?

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


                                     ANGEL
                         It won't take that long.

                                     GUNN
                         What he means is, we don't need you 
                         slowing us down.

                                     CORDELIA
                         Hey! I can fight with the best of 
                         them.

                                     FRED
                         Plus, she has the glow.

                                     CORDELIA
                         The glow. That's right. So really, 
                         I'd be handier to have around than 
                         you.

                                     ANGEL
                         I think what Gunn meant was that you 
                         could kill the demon in about three 
                         seconds and we'd be left standing 
                         there, looking weak and pathetic.

                                     CORDELIA
                         I figured.
                              (beat)
                         I'd be pressing the issue more if I 
                         wasn't just being polite by asking 
                         if I could go. I really like the 
                         system we have of me having visions 
                         and you two going off to kill the 
                         demons while I get to watch Dark 
                         Angel reruns on Fox.

                                     FRED
                              (breaking bad news)
                         The show was canceled, y'know?

                                     CORDELIA
                         What? I hate those stupid networks! 
                         They always cancel a show just as I 
                         start to like it.

                                     FRED
                         There's a campaign going on to...

                                     GUNN
                         Um, ladies?

                                     FRED
                         Hmm?

                                     GUNN
                         We're heading out, so could you put 
                         off the tv chat and give me some 
                         love before I march off to my death?

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


                                     ANGEL
                         I think you're being a little dramatic 
                         there.

               Gunn goes to Fred and puts an arm around her.

                                     GUNN
                         Just trying to set the mood.

               He kisses her. Cordelia looks back at Angel, awkwardly.

                                     GUNN (CONT'D)
                         Okay, let's go!

               Him and Angel walk out of the hotel. Ready for battle. Angel 
               with a sword. Gunn with an ax. Cordelia turns to Fred, 
               concerned.

                                     CORDELIA
                         I'm worried.

                                     FRED
                         I'm sure it'll turn out okay.

                                     CORDELIA
                         No, I was talking about Dark Angel.

                                     FRED
                         Yeah, me too.
                              (beat)
                         There has to be a network somewhere 
                         that'll take it.

                                     CORDELIA
                         I can only imagine what they'll 
                         replace it with.

               INT. WOLFRAM AND HART - THIRTEENTH FLOOR - NIGHT

               Lilah walks out of the elevator. The lights overhead have 
               all been replaced with red bulbs. Otherwise, it looks like 
               the rest of the building.

                                     LILAH
                         I have to say, I'm a little 
                         disappointed. I was expecting torches, 
                         and cave walls. This is just... the 
                         thirteenth floor.

               VOICES can be heard from up ahead. Lilah looks for a place 
               to hide. She ducks into one of the offices. After she's gone 
               and the door has closed behind her, TWO HOODED FIGURES walk 
               toward the elevator.

                                     HOODED FIGURE
                         I just couldn't believe it, y'know? 
                         It was like my entire life suddenly 
                         made no sense.  

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


               INT. WOLFRAM AND HART - THIRTEENTH FLOOR - OFFICE - NIGHT

               Lilah has her ear to the door, listening. When she's sure 
               nobody's coming, she turns around and looks at the office. 
               It's a pretty nice one. Decorated in old furniture, which 
               gives it a strange feel. It's even got a view of LA. She 
               doesn't even want to think about how that happened.

               She walks to the desk and flips through some papers that are 
               laying on it. Nothing interesting there.

               She turns around. There's an old file cabinet behind her. 
               She goes to it, and tries to open the drawer marked "A - J", 
               but it's locked. She SIGHS.

                                     LILAH
                         Why do they even bother?

               She takes out her Wolfram and Hart ID badge and slides it 
               into the cabinet, trying to get the drawer open. It's old, 
               so it's easy to get into.

               She opens the drawer and flips through the files. She pulls 
               out her file on Angel and looks at it. Nothing out place in 
               it at all.

               She looks back into the drawer and sees another file marked, 
               "DUCO PROJECT". But it's not under "D" where it should be. 
               It's right next to where the Angel file was. She pulls it 
               out.

               She brings it back to the desk and opens it. Inside, all of 
               the papers have strange writing on them. No english, just 
               weird symbols. Another language.

               She can't make heads or tails of anything on the papers 
               themselves, but as she flips through them, she finds a post-
               it stuck in there. The one word that she can manage to make 
               out in the whole file is written on that little piece of 
               sticky paper:

               "CONNER"

               Lilah is officially interested in these papers.

               EXT. ALLEY - NIGHT

               It's very dark. Only hints of light manage to sneak into the 
               area from the street ahead.

               The business man from Cordelia's vision walks down the alley. 
               Dressed exactly like before. Carrying a briefcase. He's not 
               thrilled with the idea of being in the alley, so he tries to 
               get to the other side as fast as possible.

               There's a NOISE behind him. The sound of discarded paper 
               being stepped on.

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


               The man stops walking and turns around. Looks to see if 
               something is there. But he sees nothing. He continues walking.

               Another NOISE. This time, from above. A fire escape being 
               walked on by something big.

               The man looks up. Sees nothing. But he's no fool. He starts 
               to walk faster. The street is getting closer. He just needs 
               a few more seconds to make it out of there.

               Another NOISE from behind him. Footsteps.

               He swallows hard. Stops walking, and turns around slowly.

               REVEAL Angel and Gunn standing behind the man.

                                     ANGEL
                         Hi.

               The man isn't exactly put at ease by the two men carrying 
               big weapons.

                                     BUSINESS MAN
                         Wh--What do you want?

                                     ANGEL
                         We're here to help you.

                                     GUNN
                         Just a couple of friendly neighborhood 
                         fighter-men.

               Gunn smiles at his line, but the other two seem to be out of 
               the loop.

                                     GUNN (CONT'D)
                         Would it kill you to watch a movie 
                         every once in a while?

                                     BUSINESS MAN
                         What do you mean, "help"?

               As he says that, a BONE DEMON drops from above right behind 
               the man. It's huge, and made up of what looks like human 
               bones. The business man jumps.

                                     GUNN
                         Does that clear up your question?

               The demon hits the man, sending him flying into one of the 
               walls. Angel and Gunn jump into action. Angel swings at the 
               demon, but the demon avoids him. It hits Angel hard, sending 
               him to the ground.

               Gunn tries to pick up the slack. He goes after the demon 
               himself, swinging his ax. When he hits the demon, the ax 
               gets stuck, but does little damage. Gunn backs off, trying 
               to think of a better approach.

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


               Angel gets up off the ground and grabs his sword. He goes 
               back after the demon. The demon takes a few swings at him, 
               but Angel manages to avoid them.

               Gunn rushes back in, and grabs the handle of his ax. He pulls 
               hard, and finally frees it.

               The business man gets up as soon as he finds a chance. When 
               the path is clear of all fighters, the man runs off down the 
               alley.

               The demon smacks Angel down again. Gunn once again takes a 
               swing. The demon avoids him, and then takes a swing of it's 
               own. It hits Gunn hard. Gunn flying backwards and hitting 
               the ground hard.

               As Angel tries to get to his feet, he looks back to see if 
               Gunn is okay. But he's not. Gunn isn't moving at all, and 
               there is blood on the ground under his head.

                                     ANGEL
                         Gunn?

               Angel's concerned, but he can't go to Gunn yet. He turns 
               around to attack the demon. But when he does, the demon is 
               gone.

               Angel goes to Gunn and feels for a pulse. He has one. Angel 
               looks in the direction that the man ran off in. He should 
               follow the demon to make sure the man is safe. But he doesn't 
               want to leave Gunn.

               Finally, he decides. He grabs Gunn's ax, stands up and starts 
               walking down the alley. He pulls his cell phone out of his 
               pocket and dials three numbers. He puts the phone to his 
               ear.

                                     ANGEL (CONT'D)
                              (beat)
                         I need an ambulance. There's a man 
                         in an alley. I think he was mugged 
                         or something.

               As he walks, he tosses the ax into a dumpster. 

               EXT. STREET - NIGHT

               There aren't any people around. It's late. Angel walks down 
               the street. Angry. Determined.

               He stops and takes a look around. Smells the air. He's onto 
               something.

               He walks down the street a little and walks around a car. 
               There, he finds the business man on the ground, dead. Blood 
               everywhere.

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


               He looks around for the demon. On the street in front of 
               him, there is a bloody demon footprint. Angel's pissed now.  
               He VAMPS out and walks coolly down the street in a Michael 
               Myers kind of way.  The way that says that he knows he will 
               find his target and kill them good, but they don't need to 
               rush it.

               ANGLE: THE BUSINESS MAN

               Laying on the ground still. His briefcase is next to him.

               PUSH IN on the briefcase. We can't see much of what is inside. 
               But what we can see is a Wolfram and Hart ID card with this 
               guy's picture on it.

                                                             FADE TO BLACK:

                                      END OF ACT TWO
 
------------------------------------------------------------------------------------------------------
                                                                        31.


                                        ACT THREE

               FADE IN: 

               INT. WOLFRAM AND HART - THIRTEENTH FLOOR - NIGHT

               She walks down the hall, to the elevator. She gets into it.

               INT. WOLFRAM AND HART - ELEVATOR - CONTINUOUS - NIGHT

               She hits the button for the floor that her office is on. 
               We'll say, 18.

               The elevator begins to move.

               INT. WOLFRAM AND HART - HALLWAY - DAY

               The elevator doors open, and Lilah gets out. She starts to 
               walk down the hall, but stops. She looks around. Her face 
               drops.

               REVEAL that the entire floor is empty. Not just of people, 
               but of desks, file cabinets, chairs... everything that makes 
               it an office. It is totally empty.

               INT. WOLFRAM AND HART - LOBBY - NIGHT

               Lilah runs through the lobby, which is also empty. All 
               "Wolfram And Hart" signs are gone. There is no night watchman. 
               There is nothing.

               She runs outside.

               EXT. WOLFRAM AND HART BUILDING - DAY

               She rushes to the front of the building and looks around. 
               There is no sign for Wolfram And Hart.  There are no lights 
               on inside.  There is no sign that Wolfram And Hart ever 
               existed.

                                     LILAH
                         Oh, God.

               INT. EMERGENCY ROOM - NIGHT

               Cordelia and Fred rush to the desk where a CLERK is on the 
               phone. Fred is too panicked to do the talking.

                                     CORDELIA
                              (to clerk)
                         Excuse me.

               The clerk holds up a finger, telling them to wait.

                                     CLERK
                              (into phone)
                         We need him down here, now.

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


                                     CORDELIA
                         We're looking for...

               But she's cut off with another finger. The clerk turns away 
               from her.

               Cordelia looks at Fred, angry. She looks around and sees a 
               MALE DOCTOR walking by. They go to him.

                                     CORDELIA (CONT'D)
                         Doctor?

               He turns and sees them.

                                     DOCTOR
                         Do you need help?

                                     CORDELIA
                         We're looking for a friend of ours 
                         who was brought in here.

                                     FRED
                         Charles Gunn.

                                     DOCTOR
                         Hold on a sec.

               The doctor walks behind the counter, to a marker board that 
               has all of the doctor/patient information on it. If you watch 
               ER, you know what I mean. He scans the board and finds Gunn's 
               name.

                                     DOCTOR (CONT'D)
                         Here it is. Head trauma.
                              (beat)
                         Follow me.

               The doctor leads them down the hall, and into a room.

               INT. EMERGENCY ROOM - ROOM - CONTINUOUS - NIGHT

               The doctor leads them in. They find Gunn, asleep, on a bed. 
               An i.v. in his arm. A bandage on his head. The sight hits 
               Fred hard. Cordelia puts an arm around her.

                                     CORDELIA
                              (to doctor)
                         How is he?

               The doctor finds a chart on the table next to Gunn and looks 
               it over.

                                     DOCTOR
                         He has a concussion, and had some 
                         stitches put in, but he should be 
                         okay. We'll admit him for the night, 
                         just to be safe, but he should be 
                         set to go home tomorrow.

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


                                     CORDELIA
                         Thank you.

               The doctor nods and walks out of the room. Fred walks to 
               Gunn's side. She takes his hand. Cordelia stands there, 
               looking at both of them. Not liking it at all.

               EXT. PARKING LOT - NIGHT

               Angel walks through the parking lot. In human face. Determined 
               to find the demon. The lot is full of cars, but no people.

               He stops. Looks around. Smells the air.

               Then, out of nowhere, the demon silently soars through the 
               air (not flying, more like a powerful jump) from behind, and 
               is about to land on Angel, but Angel is ready. Without even 
               turning around to see the demon, Angel reaches over his head, 
               grabs the demon, and slams it to the ground.

               The demon jumps back to it's feet. Angel prepares to fight. 
               They stare each other down. Then the demon speaks with a 
               deep, threatening voice.

                                     DEMON
                         That was a nice move.

                                     ANGEL
                         You made me angry.

                                     DEMON
                         And soon, I'll make you dust.

                                     ANGEL
                         Is that what you think?

                                     DEMON
                         I think you've betrayed your kind, 
                         and deserve to die for that.

                                     ANGEL
                         I never was much of a follower.

               There's a long pause as they continue to stare at each other.

                                     ANGEL (CONT'D)
                         So, do we fight now, or are we just 
                         gonna look at each other all night?

               The demon lunges at Angel. Angel grabs him, and throws him 
               across the parking lot. The demon lands on a car, smashing 
               it.

               The demon is back on it's feet quickly, and is charging at 
               Angel.

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


               INT. EMERGENCY ROOM - ROOM - NIGHT

               Fred is still sitting at Gunn's side. Holding his hand. 
               Watching him sleep.

               Cordelia walks through the door, holding two cups of coffee. 
               She hands one to Fred.

                                     CORDELIA
                         Here.

               Fred sips it. Not taking her eyes off of Gunn.

                                     FRED
                         Thanks.

                                     CORDELIA
                         How are you holding up?

               Fred shrugs her shoulders.

                                     CORDELIA (CONT'D)
                         It has to be hard. It's hard for me, 
                         and I'm just a friend.

                                     FRED
                         I keep looking at him like this, and 
                         no matter how long I look, I can't 
                         adjust to the sight. It's like it's 
                         not really happening.

                                     CORDELIA
                         I've been in a few situations like 
                         that.

                                     FRED
                         It hurts.

                                     CORDELIA
                         Yeah.

                                     FRED
                         It's too much, I think.
                              (beat)
                         I keep watching him go out to fight 
                         demons. Or watch him fight when I'm 
                         there. And the whole time, it's like 
                         I'm holding my breath.

               Fred looks at Cordelia. Away from Gunn.

                                     FRED (CONT'D)
                         We've been pretty lucky, I think. I 
                         mean, all of this fighting. Putting 
                         our lives on the line, and all of us 
                         are still here.

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


               Cordelia looks down. She wants to tell Fred that all of them 
               aren't there, but she doesn't want to interrupt her.

                                     FRED (CONT'D)
                         But one of these days, that could 
                         change. In one minute, we can go 
                         from a happy group, to crying. And 
                         what can we do about it? What can we 
                         do to stop it?

                                     CORDELIA
                         We can keep fighting. That's all we 
                         really can do. Because if we don't, 
                         then we don't stand a chance anyway.

                                     FRED
                         I know that. But it's hard. Seeing 
                         the person you love laying in a 
                         hospital room with bandages and 
                         strange liquids dripping into his 
                         arm.
                              (beat)
                         I know that the fight is worth it. 
                         But how do we stop feeling so 
                         vulnerable?

                                     CORDELIA
                         I can't answer that.

                                     FRED
                         It feels wrong to feel this way. To 
                         feel bad because we have to keep 
                         fighting to save people. I feel like 
                         I should be feeling better because 
                         we're doing good.

                                     CORDELIA
                         Being a good guy never meant that we 
                         had to like it.

                                     FRED
                         You seem to.

                                     CORDELIA
                         I enjoy helping people. Fighting for 
                         something good in the world. But 
                         sometimes, I do wish that I could 
                         just go back to being a normal person. 
                         Go back in time five years, and be a 
                         cheerleader in high school who didn't 
                         have to worry about anything but 
                         boys and makeup.

                                     FRED
                         Really? Five years? You seem so much 
                         older than that.
                                     (MORE)

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


                                     FRED (CONT'D)
                              (beat)
                         I mean, in a wise way. Not in an old 
                         looking kind of way.

                                     CORDELIA
                         I had to grow up fast.

                                     FRED
                         So, if you had it to do all over 
                         again?

                                     CORDELIA
                         I guess...
                              (thinks)
                         If I had to do it all over again, I 
                         would. It's been hard, but knowing 
                         that I've actually helped the world 
                         is worth it.

               Gunn's hand moves. Fred looks at him just in time to see his 
               eyes open. He's still groggy, but he sees her and smiles.

                                     GUNN
                         Hey.

                                     FRED
                              (smiles)
                         Hi.

                                     GUNN
                         So, I'm guessing I lost this fight?

               Fred looks at Cordelia, then back to Gunn.

                                     FRED
                         You'll win the next one.

                                     GUNN
                         Is Angel okay?

                                     FRED
                         Yeah. I think so.

                                     GUNN
                         What does that mean?

                                     CORDELIA
                         Angel went after the demon by himself.

                                     GUNN
                         Alone?

               Gunn tries to sit up, but he becomes dizzy and has to lay 
               back down.

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


                                     GUNN (CONT'D)
                         This thing was too big for one guy 
                         to handle.

                                     CORDELIA
                         Don't worry. Angel's doing that thing 
                         he does where he gets pissed and 
                         goes all Batman-y. 
                              (looks at Fred)
                         He'll be fine. Trust me. He's like 
                         the animated one, not the crappy 
                         movie version.

               Fred smiles at Cordelia's attempt at comfort.

               EXT. PARKING LOT - NIGHT

               Angel flies through the air, and crashes into a car. He hits 
               the ground, bloody. He's been beaten to a pulp, but he's not 
               giving up.

               All around the lot, cars are smashed. And car parts are 
               scattered all around. Including a hub cap on the ground near 
               Angel.

               The demon walks toward Angel.

                                     DEMON
                         Give up. Accept your defeat.

                                     ANGEL
                         There are a lot of things in this 
                         world that I will accept. Credit 
                         cards. The fact that the Backstreet 
                         Boys are popular, which took some 
                         time for me, but I got there.  
                              (beat)
                         I don't accept defeat so easily.

                                     DEMON
                         Then you will die in denial.

               Angel grabs the hub cap and throws it frisbee style at the 
               demon. It hits the demon in the head, slowing the demon down 
               long enough for Angel to get to his feet.

               Angel throws a punch at the demon. It doesn't have much 
               impact. The demon throws one of his own, but Angel catches 
               his arm and twists it. The demon is thrown to the ground. 
               Angel uses all of his strength to then BREAK the demon's 
               arm.

               The demon flips back, kicking Angel out of the way, and 
               getting to his feet. It's angry now.

               It walks to one of the smaller cars and PICKS IT UP.

               Angel's eyes widen when he sees this.

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


                                     ANGEL
                         Oh.
                              (beat)
                         Crap.

               EXT. STREET - NIGHT

               Lilah is walking down the street. Confused. Still holding 
               the files in her hands. She has no idea what is going on.

               She stops. Tries to gather herself. To think. There must be 
               some way to explain what's happened. She looks at the files. 
               There must be answers in them. But, of course, she can't 
               read them. She closes the files and starts walking again. 
               She's going to figure out what happened.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is sitting on the couch, reading a book. For the first 
               time in a long time, he is clean shaven, and wearing clean 
               clothes. His world doesn't look so bad anymore.

               There's a KNOCK on the door. He looks up. Looks at his watch.

               ANOTHER KNOCK.

               He gets up, puts the book down and goes to the door. He opens 
               it and sees Lilah there. It's not who he was hoping for.

                                     WESLEY
                         What do you want?

               She looks at his appearance.

                                     LILAH
                         Look at you. Cleaned up and 
                         everything.

                                     WESLEY
                         I decided that the trashy look didn't 
                         fit me as well as it does you.

                                     LILAH
                         Ouch. Now, that hurt.

               She begins to walk in, but he stops her.

                                     WESLEY
                         I didn't invite you in.

                                     LILAH
                         I'm not a vampire. I don't need to 
                         be invited.

               She pushes past him, and takes a seat on the couch. Looks at 
               his book.

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


                                     LILAH (CONT'D)
                         I see you're in the mood for some 
                         late-night reading.

                                     WESLEY
                         Yes. Feel free to leave and let me 
                         get back to my book.

               She sets the files down on the table.

                                     LILAH
                         I thought I might give you something 
                         more interesting to read.

                                     WESLEY
                         I'm not doing anything for you. You'll 
                         have to find another person for the 
                         job.

                                     LILAH
                         I really think you might want to 
                         take a look at this.

               She opens the file that is written in the strange language. 
               Wesley sees the writing, and can't hide the fact that it 
               interests him.

                                     LILAH (CONT'D)
                         See? I knew you'd be interested.

                                     WESLEY
                         Where did you get that?

                                     LILAH
                         Where do you think I got it?

               Wesley walks closer to the table, and looks at the file, 
               still trying to stay back.

                                     WESLEY
                         Wolfram and Hart?

                                     LILAH
                         Wow, you really are smart. Do you 
                         know what it is?

               Wesley walk out of the room, to his bedroom. Lilah waits.

               A few seconds later, Wesley comes back, carrying a very old 
               book. On the cover is written "TEHOSH BIRU".

                                     LILAH (CONT'D)
                         What's that?

               Wesley ignores her and sits down in a chair, looking through 
               the book, and at the file at the same time. Trying to 
               translate. Lilah looks at the cover of the book.

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


                                     LILAH (CONT'D)
                         Tehosh Biru?

                                     WESLEY
                         Please shut up.

               Wesley keeps reading. After a few moments, he stops. He 
               doesn't like what he just read.

                                     WESLEY (CONT'D)
                         Oh, dear God.

                                                             FADE TO BLACK:

                                     END OF ACT THREE
 
------------------------------------------------------------------------------------------------------
                                                                        41.


                                         ACT FOUR

               FADE IN:

               EXT. PARKING LOT - NIGHT

               There are cars strewn about now. On their sides. Upside down. 
               Some on fire. The demon is standing next to an old station 
               wagon, with a surf board on top of it.

               It easily flips the car over, in Angel's direction. Angel 
               manages to avoid the bulk of the car, but the surf board on 
               top splinters when it hits the ground, and a piece of it 
               pierces Angel through the chest. He looks down at it.

                                     ANGEL
                         I guess I should be grateful that 
                         those aren't made of wood anymore.

               He pulls it out, and gets back to his feet. He's bloody and 
               weak now. It's obvious that he doesn't have much fight left 
               in him.

               The demon, on the other hand, is going strong. It walks toward 
               Angel, pushing another car out of his way.

                                     DEMON
                         Now you die.

                                     ANGEL
                         Yeah. You keep saying that.

               Angel looks around for something to use as a weapon as the 
               demon gets closer and closer. Next to him, a fallen sign 
               rests on the ground. A metal post, with a "One Way" sign 
               attached.

               The demon picks up a motorcycle and is raises it over his 
               head. Angel sees his chance.

               He grabs the sign and throws it like a spear at the gas tank 
               of the motorcycle. It pierces it, pouring gas all over the 
               demon and the ground around him. The demon looks up at the 
               pouring gas. Then back to Angel.

                                     DEMON
                         You're aim's a little off.

               Angel grins.

                                     ANGEL
                         I don't know. I'm pretty pleased 
                         with how it turned out.
                              (beat)
                         G'night.

               Angel turns and starts to walk away calmly. The demon GROWLS 
               and prepares to throw the motorcycle at him.

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


               But there's not time.

               The gas on the ground hits one of the fires from the burning 
               cars and lights on fire. The fire leads back to the demon, 
               swallowing him. It moves up the stream of gas, to the 
               motorcycle, and EXPLODES. No more demon.

               CAR ALARMS all over the parking lot go off. Angel never turns 
               back.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is still reading through his book and flipping through 
               the files. Lilah is waiting impatiently in her chair.

                                     LILAH
                         Are you planning on filling me in?

                                     WESLEY
                         Not unless I have to.

                                     LILAH
                         Great.

               She stands up and walks to one of the other tables where 
               there is a bottle of whiskey and a couple of glasses. She 
               pours herself one.

                                     WESLEY
                              (to himself)
                         This can't be.

                                     LILAH
                         What?

                                     WESLEY
                         The Biru.

                                     LILAH
                              (sarcastic)
                         Oh. The Biru. In that case, I totally 
                         agree.

               Wesley looks up at her. He doesn't really want to fill her 
               in, but it's better than listening to her sarcasm when he's 
               trying to do something serious.

                                     WESLEY
                         These papers you brought me. They're 
                         written in a language that is 
                         thousands of years old. Nobody, human 
                         or demon, has spoken in in over six 
                         thousand years.

                                     LILAH
                         What, so is it a collectable or 
                         something?

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


                                     WESLEY
                         You don't understand, do you? This 
                         language died off because the demons 
                         who spoke it, the Biru, were no longer 
                         supposed to exist.

                                     LILAH
                         Wolfram and Hart is... was full of 
                         old papers. What makes this so 
                         special?

                                     WESLEY
                         The Biru were not very friendly 
                         demons.

                                     LILAH
                         Okay. So what do the papers say about 
                         them?

               Wesley looks down at the papers and his open book.

                                     WESLEY
                         I'm not sure.
                              (beat)
                         The book I have has only a few samples 
                         of the language. Only enough for me 
                         to confirm that it is the language 
                         of the Biru, really. 

                                     LILAH
                         So you don't even know what it says? 
                         Can you translate it?

                                     WESLEY
                         To translate all of these papers 
                         would take a while. I'd have to use 
                         some of my old connections to gain 
                         access to the books I'd need.

                                     LILAH
                         So, do it. If you can get to them, 
                         then why not do it?

               Wesley lays some of the demon papers out on his table. The 
               first ten pages or so. He studies them. Thinks.

                                     WESLEY
                         There might be a way to do this 
                         faster.

               Wesley goes to one of his bookcases and pulls a book from 
               it. It's old. He hands it to Lilah.

                                     WESLEY (CONT'D)
                         Take this.  In it, you'll find a 
                         translation spell that goes back 
                         almost as long as the language we're 
                         trying to translate. It's... powerful.

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


                                     LILAH
                         What do you want me to do with it?

                                     WESLEY
                         Take it. You'll need four people for 
                         the spell.
                              (beat)
                         I assume that you've done spells 
                         before.

               Lilah smiles back.

                                     LILAH
                         I don't like to brag.

               Wesley collects the papers he spread out on the table and 
               hands them to her.

                                     WESLEY
                         Take these. Use the spell to translate 
                         them.

                                     LILAH
                         Where am I supposed to find three 
                         other people?

               Wesley looks back at the rest of the demon papers. The pile 
               that remains now begins with the page that has the "Conner" 
               post-it on it.

               INT. ANGEL'S HOTEL - LOBBY - DAY

               Angel is sitting alone. Drinking a cup of what looks like 
               coffee. He's waiting. Impatient. He checks his watch.

               finally, the doors to the hotel open. Cordelia, Fred walk 
               in, their arms around Gunn to support him.

               Angel stands up to greet them.

                                     CORDELIA
                         Here we are. Home at last.

                                     GUNN
                         You guys do know that I have my own 
                         apartment, right?

                                     FRED
                         Well... my home, at last.

               Angel goes to help Gunn in. The girls let him take over the 
               job of supporting Gunn.

                                     ANGEL
                         Are you okay?

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


                                     GUNN
                         I'm fine. Kinda dizzy, but it's okay.  
                         Kinda like a rollercoaster without 
                         the lines.
                              (beat)
                         Probably shouldn't have stopped off 
                         for tacos on the way here though.

                                     FRED
                              (guilty)
                         Sorry.

               Angel puts Gunn down on the couch.

                                     ANGEL
                         Do you need anything? Water?

                                     GUNN
                         What's with the nurse act?

                                     CORDELIA
                         He feels bad for abandoning you to 
                         go chase down that bone demon.

                                     GUNN
                         Don't worry about it, man. We're 
                         fighting a war here.

                                     ANGEL
                         I know, but still. I could have at 
                         least left my jacket for you to put 
                         your head on.

                                     GUNN
                         That's true. Bald heads and asphalt 
                         do not mix.
                              (beat)
                         So how did the demon hunt go?

               Angel tries to look innocent.

                                     ANGEL
                         There was a little damage done to a 
                         few cars. But in the end, I won.

                                     CORDELIA
                         A little damage? On the news, it 
                         looked like a volcano errupted in 
                         that parking lot.

                                     ANGEL
                         But the point is, the demon's dead. 
                         Good guys won again, right?

                                     FRED
                         Right.

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


                                     GUNN
                         As long as I don't have to face that 
                         thing ever again, I'm happy.

                                     CORDELIA
                         Right. So all is well in the world, 
                         and my goodness, could I have jinxed 
                         us any more than I did right there?

                                     FRED
                         I don't believe in all that jinx 
                         stuff anyway.  Then again, if you'd 
                         asked my seven years ago if I believed 
                         in hell dimensions, karaoke singing 
                         demons, and psychic ex-cheerleaders, 
                         I'd have probably said that I didn't 
                         believe in them either.

                                     ANGEL
                         What about vampires?

                                     FRED
                         Oh, I believed in those.
                              (beat)
                         There was a phase in high school.

               Cordelia smiles.

                                     CORDELIA
                         Okay, so all we have to worry about 
                         is going broke and tracking down 
                         Angel's long lost, then found, then 
                         lost again son.
                              (beat)
                         Who wants to play Scrabble?

                                     LILAH (O.S.)
                         Count me in.

               They all turn to see Lilah standing at the door holding the 
               files and the book that Wes gave her. She walks into the 
               room.

                                     LILAH (CONT'D)
                         I don't actually wanna play. I was 
                         just using that for my cool entrance.

                                     ANGEL
                         What are you doing here?

                                     LILAH
                         I thought I'd bring you a gift.

                                     CORDELIA
                         Well, it doesn't look like you're 
                         dead, so I don't see us being very 
                         interested in what you have to give 
                         us.

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


                                     LILAH
                         Trust me, you'll wanna see this.

               She tosses Angel the file with the Biru papers in it. Angel 
               looks at the papers. Shrugs.

                                     ANGEL
                         Is this supposed to mean something 
                         to me?

                                     LILAH
                         I don't suppose you've ever heard of 
                         the Biru?

               Angel's face drops.

                                     ANGEL
                         This is Biru?

                                     LILAH
                         Yup. Got it from the thirteenth floor 
                         of Wolfram and Hart just before the 
                         building went up for lease.

                                     FRED
                         What?

                                     LILAH
                         It's empty. Every desk, every file. 
                         Gone without a trace.

                                     CORDELIA
                         You expect us to believe this?

                                     LILAH
                         I honestly don't care if you believe 
                         me or not.

                                     ANGEL
                         What's the book?

               Lilah looks down at the book in her hands.

                                     LILAH
                         It's a spell book. It can help 
                         translate the papers.

                                     GUNN
                         Why did you bring this all here?

                                     LILAH
                         Because the spell requires four people 
                         and I don't really know that many 
                         people in this town anymore.

               Angel grabs the book from Lilah.

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


                                     ANGEL
                         Thanks. Now, get out.

                                     LILAH
                         Right. I'm gonna just abandon this?

                                     ANGEL
                         You don't have a choice. We don't 
                         need you. We have four people right 
                         here.

                                     LILAH
                         I'm not leaving.

                                     CORDELIA
                         You say that as though it's an option.

                                     LILAH
                         Look, I need to know what's on those 
                         papers as much as you do. So let's 
                         just translate them together and go 
                         our separate ways.

                                     ANGEL
                         Leave.

                                     LILAH
                         If I leave, you'll never know what 
                         the rest of the papers say.

                                     ANGEL
                         Rest?

                                     LILAH
                         I have more papers in a safe place. 
                         If I don't find out what these say, 
                         you don't find out what they say.

               Angel doesn't like this. He looks at Cordelia. She shakes 
               her head. She doesn't want Angel to agree. But Angel doesn't 
               see a choice in the matter.

                                     ANGEL
                         Fine. But when we know what these 
                         papers say, you leave. And if I ever 
                         see you again...

                                     LILAH
                         I know. I know. We've been through 
                         this a dozen times.
                              (beat)
                         Let's get chanting, shall we?

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               Angel is still looking over the papers, not understanding 
               any of them. Cordelia is sitting in a chair, watching Lilah 
               like a hawk. Gunn is sitting on the sofa.

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


               Fred walks into the room, reading the spell book, and holding 
               some objects in her hand. Sage. A container of pig blood 
               from the refrigerator. Some candles.

                                     FRED
                              (checking off items)
                         Twice blessed sage. Blood of the 
                         innocent. Candles with names I can't 
                         pronounce. And for some reason, I 
                         don't even think it's strange that 
                         we have all of this stuff.

               She sets it all down on the counter.

                                     FRED (CONT'D)
                         I think we have everything we need. 
                         Cordy, can you help me set up?

                                     CORDELIA
                         Sure.

               Cordelia gets up, giving Lilah a look that could freeze a 
               fire as she walks to help Fred.

                                     CORDELIA (CONT'D)
                              (to Fred)
                         What do we need to do?

               Fred hands her the candles.

                                     FRED
                         Put these in a circle and light them.

                                     CORDELIA
                         'Kay.

               Cordy takes them and goes to a clear area of the floor. Puts 
               them down in a circle. Pats her pockets, looking for a match.

                                     CORDELIA (CONT'D)
                         Anyone got a light?

               She looks at the others, but nobody has one. She sighs.

                                     CORDELIA (CONT'D)
                         Fine.

               She looks down at the candles. Her EYES BEGIN TO GLOW. And 
               POOF, the candles all light at the same time. Her EYES STOP 
               GLOWING.

                                     GUNN
                         Now that's just handy.

               Fred grabs the sage and the blood and walks to the circle of 
               candles. She puts the container down in the center of the 
               circle.

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


               She uses one of the candles to light the sage on fire, and 
               then puts that into the container of blood and mixes it a  
               little.

               She checks the book again.

                                     FRED
                         Okay, we're ready. Everyone who's 
                         doing the spell, get in the circle.

               Lilah, Cordy and Angel sit down. Angel is still holding onto 
               the papers.

                                     FRED (CONT'D)
                              (reading from book)
                         Okay, Angel, put the papers next to 
                         the blood, in the center.

               Angel puts it down.

                                     CORDELIA
                              (to Lilah)
                         If we don't get anything out of this, 
                         we're not gonna be happy.

                                     LILAH
                         I can't make any promises. I have no 
                         clue what's in these papers.
                              (beat)
                         Now, the others... Well, let's just 
                         say that those are more closely 
                         related to Angel.

                                     ANGEL
                         What does that mean?

                                     LILAH
                         Think it over.

                                     ANGEL
                         Conner?

               Lilah smirks at him.

                                     ANGEL (CONT'D)
                         Where are they?

                                     LILAH
                         They're someplace safe. And if you're 
                         a good little vampire, you'll get 
                         the information they have when this 
                         is over.

               Angel won't have any of it. He grabs Lilah and pulls her 
               close to him.

                                     ANGEL
                         Where are they?

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


               Lilah won't budge on the issue. Angel is pissed. He stands 
               up and starts to walk out.

                                     ANGEL (CONT'D)
                         There aren't many places in this 
                         city that you could put them. Cordy, 
                         take over here. Do the spell.
                              (beat)
                         I'm going to find the other papers.

               Angel walks out the doors. Cordelia looks around. Then to 
               Lilah.

                                     CORDELIA
                         He's going to find them, y'know.

               Lilah shrugs.

                                     LILAH
                         Doesn't matter to me. I wasn't the 
                         one who thought of leaving them there.

                                     FRED
                         We need a forth person.

               Gunn gets up.

                                     GUNN
                         Right here.

                                     FRED
                         Are you okay for this?

                                     GUNN
                         It's sitting and chanting, right? I 
                         think I can do that.

               He sits down, with the others, completing the circle.

                                     CORDELIA
                         Fred, let me do the spell. These 
                         things can get risky and I've got 
                         the demon thing going for me.

               Fred hands her the book.

                                     FRED
                         I was hoping you'd say that.

               Cordy reads a little, then looks back up at the others.

                                     CORDELIA
                         Are we ready?

               They don't speak, but they are. Cordelia looks at Lilah.

                                     CORDELIA (CONT'D)
                         Mess this up and I'll hurt you myself.

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


               INT. ANGEL'S HOTEL - LOBBY - MOMENTS LATER

               They all sit in the circle. Cordelia looks at the book, and 
               reads from it.

                                     CORDELIA
                         Everyone focus on the papers. And 
                         keep saying this line.
                              (beat)
                         Masters of air. Keepers of sea. Make 
                         these texts revealed to me.

               They all focus. 

                                     GUNN/FRED/LILAH
                              (chanting)
                         Masters of air. Keepers of sea. Make 
                         these texts revealed to me.

               They keep repeating that line. Cordelia reads from the book.

                                     CORDELIA
                         Spiritus. Mare. We summon you. Come 
                         to us and let these pages be revealed. 
                         Come to us. Reveal to us the secrets 
                         that these pages hold. We summon 
                         you. Come to us! Come to us!

               There's a SLIGHT RUMBLING. The others keep chanting.

               SMALL CRACKS APPEAR ALL OVER the hotel. In the walls. On the 
               floor. On the pillars. Everywhere. Cordelia watches this 
               happen. The others are still focused on the pages.

               The WRITING ON THE PAGES BEGINS TO GLOW.

                                     CORDELIA (CONT'D)
                         It's working.

               From the small cracks all over the room, BLOOD DRIPS OUT. 
               The drops eventually FORM WORDS. In English. The words cover 
               the entire hotel.

               They stop chanting. Look around. Gunn frowns.

                                     GUNN
                         Please don't tell me that we're gonna 
                         have to read all of this.

               Then there's A BIG RUMBLE. The container of blood EXPLODES. 
               The BLOOD FORMS A VORTEX IN THE AIR.

               ENERGY CRACKLES from it. The vortex surrounds them. Swallows 
               them. They are caught in it's WINDY PULL.

                                     GUNN (CONT'D)
                              (yelling over wind)
                         Oh, sh...

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


               Before he can finish his word, the RUMBLE GROWS LOUDER, 
               DROWNING HIM OUT.

               The writing all around them FLIES OFF OF THE WALLS, FLOORS, 
               AND PILLARS. The words fly through the air, turning into 
               BLUE ENERGY. It strikes them all from all directions.

               They're struck. Caught in the wind. The loud ROAR it brings 
               with it. And now hit by this energy. Their heads are thrown 
               back by the force.

               ANGLE: CORDELIA

               Her EYES TURN BLUE with energy. Her hair, caught in the wind, 
               BEGINS TO GROW. In a flash, it passes shoulder length. The 
               ends, blond. The rest, her natural brown color. She SCREAMS.

               And then she calmly holds her head up again. And OVER THE 
               WIND, we hear her voice as she speaks. Softly. Evenly. Not 
               herself.

                                     CORDELIA
                         Over ten thousand years ago, a race 
                         of powerful demons spread their chaos 
                         across the planet. 

                                                                  FLASH TO:

               EXT. DESERT - DAY

               The heat ripples off the sand. The sun is blinding.

               THREE DEMONS (big, red, powerful, scary looking things) walk 
               across the desert. Their EYES CRACKLE WITH ENERGY.

                                     CORDELIA (V.O.)
                         They were called the Biru. The most 
                         powerful demons to ever walk the 
                         planet, their energy was so great 
                         that they could destroy the entire 
                         universe with a thought, and though 
                         they delighted in ruling this realm, 
                         they almost completed the task of 
                         destroying it on several occasions. 
                         Had it not been for the combined 
                         power of other demons and sorcerers, 
                         they would have succeeded.

               EXT. DESERT CAMP - NIGHT

               Fires burn all around. The Biru demons calmly walk through 
               the camp, causing FIRES TO ERRUPT from the ground with the 
               wave of their hands.

               DEMONS and HUMANS of all shapes and sizes run in terror. The 
               Biru strike them all dead with BOLTS OF LIGHTNING from above.

               THE GROUND OPENS BENEATH THE CAMP. It swallows it whole.

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


                                     CORDELIA (V.O.)
                         Time and again, their plots were 
                         thwarted, by chance and twist of 
                         fate. But their power remained, and 
                         their anger built.

               EXT. ATLANTIS - NIGHT

               The buildings are impressive for their time, but not too 
               Disney. Shades of ancient Egypt.

                                     GUNN (V.O.)
                              (also not himself)
                         The final attempt by the Biru to 
                         destroy the universe was in the city 
                         of Atlantis. The city was the hub of 
                         supernatural energy at the time. The 
                         most powerful of the five gateways 
                         to hell.

               The Biru stand in the center of the city. RED ENERGY SHOOTING 
               INTO THE AIR from their bodies. In the air, A VORTEX FORMS.

               The VORTEX BEGINS TO CAUSE AMAZING WIND. Buildings CRUMBLE 
               and ARE PULLED INTO IT. PEOPLE scream in terror as they too 
               are pulled in.

               LAVA SPEWS from the ground through firey cracks.

                                     GUNN (V.O.) (CONT'D)
                         As they attempted to use their 
                         energies this final time, the demons 
                         of this land, so frightened by years 
                         of Biru terror across the world, 
                         pulled their own energies in an effort 
                         to finally put an end to the Biru.

               INT. ATLANTIAN CHAMBER - NIGHT

               DEMONS make a circle around a fire. Chanting, but we CANNOT 
               HEAR THEM. THEIR BLUE ENERGIES SHOOT INTO THE FIRE.

               EXT. ATLANTIS - NIGHT

               The Biru continue the attempt to destroy the universe 
               continues. BUILDINGS ARE SUCKED INTO THE VORTEX.

               BLUE ENERGY FORMS around the Biru. Not their own, but that 
               of the other demons.

                                     GUNN (V.O.)
                         Though evil themselves, the demons 
                         were scared of the power that the 
                         Biru wielded. The will of the Biru 
                         was what existed in the world.
                                     (MORE)

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


                                     GUNN (V.O.) (CONT'D)
                         Though the thought of demons ruling 
                         this realm had always been the goal, 
                         the demons of the world did not expect 
                         the outcome of the Biru rule. And 
                         so, on this night, the demons decided 
                         to do away with the Biru to the best 
                         of their abilities.

               The BIRU VANISH. Their VORTEX DESTABLIZES. The land beneath 
               it SHATTERS.

                                     GUNN (V.O.) (CONT'D)
                         With the destruction of Atlantis, 
                         the rule of the Biru ended. Though 
                         not dead, the Biru had been cast out 
                         of their bodies. Forced to exist 
                         without the ability to fully channel 
                         their powers.

               EXT. COLONIAL AMERICAN STREET - 1789 - NIGHT

               A WOMAN walks down the street. Alone. Tired. Dirty.

                                     FRED (V.O.)
                         Without the ability to fully use 
                         their own powers, they were forced 
                         to use the power that they could 
                         still access, and began to prey on 
                         the vulnerable.

               The woman grabs her head in pain, and falls to the ground, 
               screaming, though WE DO NOT HEAR IT.

               INT. AUDITION ROOM - DAY

               From the episode, "Parting Gifts". Cordelia is auditioning. 
               She throws her head back in pain.

                                     FRED (V.O.)
                         Posing as the forces of good, and 
                         calling themselves The Powers That 
                         Be, they used those in search of 
                         meaningful lives as a tool to get 
                         their work done.  Sending warriors 
                         to kill the fighters of evil in the 
                         world, in preparation of the day 
                         when the Biru would reclaim their 
                         flesh and complete their task. Final 
                         revenge for the thousands of years 
                         they have been forced to suffer.

               INT. TUNNELS - NIGHT

               From "Judgement". The woman cries over the body of her dead 
               demon protector. Killed by Angel.

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


               INT. SHOP - NIGHT

               From "That Vision Thing". Angel battles the demon in an effort 
               to get the key.

               EXT. WOLFRAM AND HART - DAY

               An exterior, establishing shot of the building.

                                     LILAH (V.O.)
                         Also known as Wolfram and Hart, the 
                         Biru use this name as a distraction 
                         from their true plans. Giving those 
                         who believed they were fighting evil 
                         an enemy to face, ensuring that they 
                         would never question the Powers That 
                         Be, and the orders that they were 
                         given. They used this name as they 
                         learned that they could now expand 
                         their limited abilities, into other 
                         demonic dimensions. To build a 
                         sanctuary for themselves when their 
                         plans have been executed, and the 
                         human realm has been destroyed.

               INT. CASTLE - RELICS ROOM - DAY

               From "Through The Looking Glass". We see the WOLF, RAM and 
               HART books.

                                     LILAH (V.O.)
                         When the end times come, they will 
                         no longer need a distraction. For, 
                         in the end, they would have used the 
                         innocent in search of meaningful 
                         lives as their tool to destroy the 
                         army of good that could stop them 
                         from accomplishing their ultimate 
                         task. From using their vessel. That 
                         which is known as...

                                                                  FLASH TO:

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               Back in the hotel as they do the spell.

               ANGLE: LILAH

               The spell breaks. The ENERGY VANISHES. The WIND ENDS. All is 
               normal again. Lilah's hair is all messed up. She can't believe 
               it ended there.

                                     LILAH
                         Known as what?!

               ANGLE: CORDELIA

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                                                                        57.


               Normal eyes. But with the long hair still. In shock. Not 
               wanting to believe what was revealed.

                                     CORDELIA
                         No.
                              (beat)
                         It's a lie. It has to be.

               ANGLE: FRED

               Looking at Cordelia. Fred's hair is also messed up like 
               Lilah's. She doesn't know what to say.

                                     FRED
                         You're hair is long.

                                     GUNN (O.S.)
                         I like it.

               Fred looks at Gunn, gives him a questioning look.

               ANGLE: CORDELIA

               Also looks at Gunn. Still not able to speak, but looking at 
               Gunn oddly.

                                     GUNN (O.S.) (CONT'D)
                         What?

               ANGLE: GUNN

               Sitting there with a huge 'fro.

                                     GUNN (CONT'D)
                         What's wrong?

               EXT. PARK - NIGHT

               On a bench, CONNOR sleeps. All is silent. Calm.

               And then it hits. He throws his head back in pain. A vision 
               is upon him.

                                                             FADE TO BLACK:

                                       END OF SHOW