TEASER

               FADE IN:

               INT. WESLEY'S APARTMENT - NIGHT

               Where the last episode ended. ANGEL and WESLEY are standing. 
               Wesley has just told Angel that Connor is not his son. Angel 
               lets this sink in for a moment.

                                     ANGEL
                         You're lying.

                                     WESLEY
                         I'm not.

                                     ANGEL
                         It's not possible.

                                     WESLEY
                         Is it possible for vampires to have 
                         children?

               Angel doesn't reply. Wesley goes to the table and picks up 
               his notebook.

                                     WESLEY (CONT'D)
                         I've checked it more than once.
                              (beat)
                         It says that there will be a child, 
                         born from the flesh of the dead, but 
                         who walks among the living. A child 
                         born to house the disembodied forces 
                         of the Biru, and lead this dimension 
                         to destruction. The vessel must be a 
                         living person who holds the power of 
                         the underworld. He has to be strong 
                         enough to live through the ceremony.

                                     ANGEL
                         That's not Connor. He's not Biru.

                                     WESLEY
                         Not yet. The child will walk into 
                         the arms of the Biru, and will accept 
                         them into himself.

                                     ANGEL
                         If he's not mine, then where did he 
                         come from? The Biru?

                                     WESLEY
                         No. Darla was the flesh of the dead, 
                         but they would require a living 
                         father. It's the only way that he 
                         could possibly be born alive. 

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


                                     ANGEL
                         A living father? Who would...?

               Angel doesn't even finish his sentence. He already knows the 
               answer.

                                     ANGEL (CONT'D)
                         Lindsey?

                                     WESLEY
                         I don't see anyone else.

               Angel sits down. His mind is racing. When he finally can 
               speak, he speaks softly. Without emotion.

                                     ANGEL
                         You say he'll go to them? Become 
                         them?

                                     WESLEY
                         Yes.

                                     ANGEL
                         I need to know when and where.

                                     WESLEY
                         Soon.

                                     ANGEL
                         How soon?

                                     WESLEY
                         Tomorrow night. 

               INT. ASHLEY'S HOUSE - NIGHT

               CONNOR and ASHLEY are sitting on the couch, eating chips and 
               watching tv.

                                     CONNOR
                         We saw this episode last night.

                                     ASHLEY
                         I know, but I like it.

                                     CONNOR
                         Why doesn't she just ask them to 
                         slow down the machine?

                                     ASHLEY
                         Because that wouldn't be funny, would 
                         it?

               They continue to watch the show for a moment. Then Connor 
               looks at Ashley.

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


                                     CONNOR
                         I don't think I should stay here 
                         much longer.

                                     ASHLEY
                         Why not?

               Ashley is still watching the tv. She laughs at it, then looks 
               back to Connor.

                                     CONNOR
                         Your parents. They're coming home 
                         soon, right?

                                     ASHLEY
                         Who knows when they're coming home? 
                         Every year, my dad takes a couple 
                         months off work and drags the family 
                         off on some vacation. They might not 
                         come back for weeks.

                                     CONNOR
                         But you don't know?

                                     ASHLEY
                         Nope. They haven't called for a few 
                         days.

                                     CONNOR
                         So they could be home soon?

                                     ASHLEY
                         I guess. What's your point, Steve? 
                         So what if they do come home? My 
                         dad's girlfriend stayed here for a 
                         month once when I was a kid.

                                     CONNOR
                         Aren't your parents married?

                                     ASHLEY
                         Welcome to California.

                                     CONNOR
                         It's just...

               Before he can finish the comment, he is hit with a rush of 
               pain.

               INSERT VISION

               A HORNED DEMON

               A theater (for plays, not movies).

               A MAN and a WOMAN dressed as Romeo and Juliet. Dead and 
               bloody.

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


               BACK TO SCENE

               Connor recovers from the vision. Ashley is next to him.

                                     ASHLEY
                         Are you okay? What did you see?

                                     CONNOR
                         A demon in a playhouse.

                                     ASHLEY
                         Let's go.

                                                            FADE TO BLACK :

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


                                         ACT ONE

               FADE IN:

               INT. WESLEY'S APARTMENT - NIGHT

               Angel is sitting. Wesley is reading through his notes. Double 
               checking some things as he goes along.

                                     WESLEY
                         In order to acheive the task of taking 
                         over Connor's body, the Biru will 
                         require some things.

                                     ANGEL
                         Like what?

                                     WESLEY
                         Followers. People willing to perform 
                         the ceremony.

                                     ANGEL
                         They can get people to do what they 
                         want. They're good at that. What 
                         else will they need?

                                     WESLEY
                         Six objects. Each will represent the 
                         aspects of the Biru. Life, death, 
                         the demon realm, the human realm, 
                         domination and destruction. They'll 
                         probably be connected to one of the 
                         few Biru followers powerful enough 
                         for this task. Though, it's impossible 
                         to tell which demons were Biru 
                         followers.

                                     ANGEL
                         Then what?

                                     WESLEY
                         The objects will be brought to the 
                         location of the ceremony. Someplace 
                         near the heavens, where the energy 
                         can flow without interruption.

               Angel thinks for a moment. Then he stands up and starts to 
               walk out of the apartment.

                                     ANGEL
                         Call me if you find out what the 
                         objects are.

                                     WESLEY
                         I think they're named. But I need to 
                         translate the words.

               Angel stops. 

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


                                     ANGEL
                         How long.

                                     WESLEY
                         I'm not sure. But they'll need to be 
                         taken in a specific order. So if I 
                         can find the name of the first object 
                         before it's taken, we may be able to 
                         stop the whole process.

                                     ANGEL
                         Do it.

               EXT. BOARDWALK - NIGHT

               GUNN and FRED walk down the boardwalk, each with an ice cream 
               cone.

                                     GUNN
                         I still say you could have taken 
                         her.

                                     FRED
                         No way. She was too powerful.

                                     GUNN
                         You did pretty well with that Holtz 
                         sidekick.

                                     FRED
                         Yeah, after you helped me chain her 
                         to the wall.

                                     GUNN
                         Still. I think you're stronger than 
                         you give yourself credit for.

                                     FRED
                         I don't know.
                              (beat)
                         Cordelia's pretty tough.

                                     GUNN
                         Yeah, but if she tried powdering my 
                         nose for me, she'd have to learn to 
                         be tough with a missing limb.

               Fred smiles. Then she takes a deep breath as serious thoughts 
               flood her mind.

                                     FRED
                         Do you think anything will ever be 
                         normal again?

                                     GUNN
                         You mean they were normal before?

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


                                     FRED
                         You know what I mean. Cordelia's 
                         changed. Angel's off in his own world. 
                         Wesley's... y'know.

                                     GUNN
                         Okay, so things are a bit hectic 
                         right now. But once we take care of 
                         this Gravo demon, Angel can come 
                         back to the real world. And Cordy? 
                         I'm kinda relieved to see her the 
                         way she is today.

                                     FRED
                         Why?

                                     GUNN
                         Because she wasn't herself. She wasn't 
                         even human before. She came here to 
                         find a life for herself, and she was 
                         conned into a life she never should 
                         have had. She was taken advantage of 
                         by demons who made it seem like she 
                         could be special, but only if she 
                         did what they wanted. They turned 
                         her into something she never wanted 
                         to be.

                                     FRED
                         And she thinks that becoming an 
                         actress will be different?

               Gunn chuckles.

                                     GUNN
                         Stardom. That's her destiny.

               As he says that, his CELL PHONE RINGS. He answers it.

                                     GUNN (CONT'D)
                              (into phone)
                         Yeah?
                              (beat)
                         We're on our way.

               He hangs up and turns to Fred.

                                     GUNN (CONT'D)
                         We have to go.

               With that, they turn around and start to hurry down the 
               boardwalk.

               INT. CORDELIA'S APARTMENT - NIGHT

               Angel and CORDELIA are waiting. Cordy is sitting. Angel is 
               pacing.

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


               Gunn and Fred rush into the apartment.

                                     GUNN
                         What's going on?

                                     ANGEL
                         We have to hurry. We don't have a 
                         lot of time.

               Cordelia stands up.

                                     CORDELIA
                         And as much fun as speaking in half 
                         sentences is, I think we might want 
                         to fill them in before we send them 
                         out to aimlessly wander the streets.
                              (to Gunn and Fred)
                         See what I've been dealing with all 
                         night?

                                     FRED
                         Cordelia, what's going on?

                                     ANGEL
                         They're gonna take over Connor's 
                         body if we don't stop them. They 
                         need six objects, and we have to 
                         stop them from finding them.

                                     CORDELIA
                         And Connor's not even his son anymore.

                                     FRED
                         What?

                                     CORDELIA
                         Yeah. Apparently, Darla was a huge 
                         skank who...

                                     ANGEL
                         Cordelia!

                                     CORDELIA
                         What? I'm just filling them in.

               Cordy leans in close to Fred.

                                     CORDELIA (CONT'D)
                              (whispers)
                         Did you know she was a hooker?

                                     ANGEL
                         Wesley's working on finding the 
                         objects they need.

                                     GUNN
                         Do we have any general idea what 
                         they're going after?

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


                                     ANGEL
                         Life, death, human, demon, domination, 
                         and destruction.

                                     GUNN
                         Is that for here, or to go?

                                     FRED
                         So these are objects that represent 
                         each of these things?

                                     ANGEL
                         Yes.

                                     FRED
                         Well, they're probably old, right? I 
                         mean, the Biru are old, so their 
                         spells would probably go back a ways. 
                         Maybe we should split up and head 
                         out to different parts of town. When 
                         Wesley calls, we have a better chance 
                         of being near the objects that way, 
                         right?

                                     ANGEL
                         Okay, so let's go.

                                     GUNN
                         Me and Fred'll go down to the museum. 
                         That's like old stuff central, right?

                                     ANGEL
                         Then Cordelia and I will go to the 
                         other side of town and wait.

                                     CORDELIA
                         Oh, I think I know a good antique 
                         shop down there. And hey, if they 
                         don't have any of these objects, I 
                         might at least be able to find a 
                         nice mirror for my bedroom.

                                     ANGEL
                         Let's go.

               INT. THEATER - NIGHT

               The theater from Connor's vision. He and Ashley walk slowly 
               down the isle, toward the stage. They look around.

                                     ASHLEY
                         You sure this is the place?

                                     CONNOR
                         It's what I saw in my vision.

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


                                     ASHLEY
                         How can you tell? All of these places 
                         look the same. Chairs. Stage. Curtian. 
                         Big horned demon tying two actors to 
                         the catwalk.

               Connor looks back at Ashley. She points up to the catwalk 
               above them. He looks and sees the horned demon from his 
               vision, tying the man and the woman (dressed as Romeo and 
               Juliet) to the catwalk.

                                     CONNOR
                              (to Ashley)
                         Stay here.

               Ashley sits in one of the chairs.

                                     ASHLEY
                              (insincere)
                         No. Please let me help.

               Connor walks up to the stage and jumps onto it. The THUD 
               when he lands catches the demon's attention. It looks at 
               Connor. He looks back. The demon GROWLS.

               Connor jumps into the air, and swings off of the stage lights 
               above, finally landing next to the demon.

                                     CONNOR
                         You should let them go.

               The demon looks at him. He doesn't reply. It probably doesn't 
               even understand him. It raises an arm and hits Romeo. Romeo 
               is knocked out.

               Connor punches the demon in the chest, causing it to stumble 
               back.

               Ashley watched this all from below.

                                     ASHLEY
                         Go, Steve. Do it again!

               As the demon comes back toward Connor, Connor kicks it. The 
               demon stumbles and falls off of the catwalk, to the floor 
               below. It quickly gets back to it's feet and eyes Ashley.

                                     ASHLEY (CONT'D)
                         Umm... little help here would be 
                         nice.

               Connor jumps off of the catwalk, onto the demon. The demon 
               falls to the ground. As the demon falls, Connor lands on his 
               feet. He looks at the demon on the ground, and puts his foot 
               on it's head.

                                     CONNOR
                         I told you you should let them go.

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


               And then he SNAPS the demon's neck with a twist of his foot. 
               Ashley smiles at him.

                                     ASHLEY
                         The cool lines are really coming 
                         along. That one really brought the 
                         fight full circle. I give it eight 
                         points. You'd have nine, but it was 
                         a little predictible.

               EXT. THEATER - NIGHT

               Connor and Ashley walk out of the theater. Romeo and Juliet 
               are with them.

                                     JULIET
                         Thank you, so much. Whatever that 
                         was... it could have killed us.

               She hugs Connor. Connor isn't sure how to react. Ashley 
               motions for him to put an arm around the woman who is now 
               crying in his arms. He does.

                                     JULIET (CONT'D)
                         Thank you.

               Juliet backs away. Connor smiles politely.

                                     CONNOR
                         You're welcome.

                                     ASHLEY
                              (to Romeo and Juliet)
                         You two should go home and get some 
                         sleep.

               The two actors nod. They wave their goodbyes and head off. 
               Ashley grabs onto Connor's arm and smiles.

                                     ASHLEY (CONT'D)
                         Way to go, doer of good.

               Connor and Ashley begin to walk down the street. As they do, 
               a smile forms on Conners lips. He feels good.

                                     ASHLEY (CONT'D)
                         You're like a champion or something.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is hard at work. Translating more of the scrolls. He 
               writes something down in his notebook. Then he picks up the 
               phone and dials. He puts the phone to his ear.

                                     WESLEY
                         Angel, it's me.

               INTERCUT WITH:

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


               INT. ANGEL'S CAR - NIGHT

                                     ANGEL
                         What do you have?

                                     WESLEY
                         I've discovered that the objects are 
                         artifacts. Pieces of a puzzle that 
                         when put together will form the crest 
                         of Nazaran.

                                     ANGEL
                         The dweller.

                                     WESLEY
                         Yes. The good news is that I know 
                         where the pieces are located. There's 
                         a map of sorts in one of my books. 
                         The bad news is, of course, that the 
                         Biru followers will probably know 
                         where they are as well.

                                     ANGEL
                         Where are they?

                                     WESLEY
                         You should take this one at a time. 
                         The objects were placed in these 
                         locations just after the Nazaran 
                         rising of 1949. They've been protected 
                         by a spell that will destroy any 
                         creature who tries to gather them 
                         out of sequence.

                                     ANGEL
                         Where's the first?

                                     WESLEY
                         That would be life. It's located at 
                         a hospital.

                                     ANGEL
                         Which?

               EXT. HOSPITAL - NIGHT

               Angel's car pulls up to the hospital. He and Cordy get out.

                                     CORDELIA
                         What is it, exactly, that we're 
                         looking for?

                                     ANGEL
                         A piece of the crest.

                                     CORDELIA
                         Gosh, that helps.

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


                                     ANGEL
                         It should be a wedge. One of six 
                         parts of a circle. It'll have a jewel 
                         on it, and a picture that represents 
                         life.

               Angel starts walking around the hospital, looking at the 
               bricks that make up the walls. The foundation. The ground. 
               Anywhere that might hold the artifact. Cordelia looks with 
               him.

                                     CORDELIA
                         Now, when you say "jewel", are we 
                         talking, maybe a diamond? Something 
                         wearable, or possibly pawnable?

                                     ANGEL
                         Cordelia, I don't have time for this. 
                         We need to look.

                                     CORDELIA
                         Which is what I'm doing. Finding 
                         this artifact dealy isn't the end of 
                         the world or anything.
                              (beat)
                         Oh, right. It is. But, c'mon, it's 
                         not like we haven't been here before. 
                         "A demon. Oh no! Save me, save me!" 
                         If I have to act all surprised and 
                         scared by the shocking news of the 
                         world's end one more time, I'm gonna 
                         start developing a mental complex. 
                         Or worse, wrinkles.

                                     ANGEL
                         We're talking about Connor's life 
                         here.

                                     CORDELIA
                         I think the whole "end of the world" 
                         part was more motivating.

               They continue to look. They near some stairs that lead up to 
               an entrance. Cordelia spots something.

                                     CORDELIA (CONT'D)
                         Angel, look.

               She points up. Just above the door to the building. Angel 
               looks, and sees the artifact there. Above the door, matching 
               the coloring of the rest of the building and hard to notice 
               at all.

                                     ANGEL
                         That's it.

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


                                     CORDELIA
                         Yeah. And who was it that said that 
                         I wasn't paying attention?

               Angel walks up the stairs, keeping his eye on the artifact. 
               He's not tall enough to reach it.

                                     CORDELIA (CONT'D)
                         So how are you gonna get to that 
                         anyway?

               Angel looks around. He spots something inside. He rushes 
               into the building. Cordelia waits outside.

               A moment later, Angel comes back out carrying a ladder. He 
               sets it up and begins to climb it.

                                     ANGEL
                         Come here.

               Cordelia walks up the stairs.

                                     CORDELIA
                         Just for the record, I don't climb 
                         ladders.

               Angel moves his hands along the edge of the artifact, trying 
               to find a way to grab onto it.

                                     ANGEL
                         It's built into the wall. There's no 
                         way for me to grab it.

                                     CORDELIA
                         You have all kinds of demony super 
                         strength. Can't you make a way?

               Angel looks around the artifact for a moment, thinking. Then 
               he quickly punches the wall near it, causing a chunk of the 
               wall to fall away, almost hitting Cordelia.

                                     CORDELIA (CONT'D)
                         Hello? A little warning would be 
                         nice!

               But Angel's not paying attention. He has a way to grab the 
               artifact now. He pulls it away from the wall. For a moment, 
               he holds it in his hand, just looking at it. On it, there is 
               an image of a baby, and a blue jewel at the top.

               He hands it down to Cordelia.

                                     ANGEL
                         Take this so I can get down.

               She grabs it, and looks at it.

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


                                     CORDELIA
                         Wow. It's kinda pretty.

               Angel climbs down.

                                     ANGEL
                         Let's go.

               He leads the way down the stairs, toward the car. Cordelia 
               is following.

                                     CORDELIA
                         You think it'd be too dangerous to 
                         hang this on my wall at home?

               Angel walks around the car, to the drivers side and opens 
               the door. Cordelia puts her hand on the door to the passenger 
               side, but before she can open it, a BLUE DEMON steps between 
               her and the door.

                                     BLUE DEMON
                         Mind if I take a look at that?

               Cordelia GASPS.

                                                             FADE TO BLACK:

                                      END OF ACT ONE
 
------------------------------------------------------------------------------------------------------
                                                                        16.


                                         ACT TWO

ne.            FADE IN:

               EXT. HOSPITAL - NIGHT

               The demon grabs the artifact from Cordelia's hands. She 
               stumbles back, not knowing how to react.

                                     ANGEL
                         Cordelia!

               Angel uses his opened car door window to give himself a boost 
               into the air. He dives over the roof of the car, tackling 
               the demon. The demon goes down, dropping the artifact.

               Cordelia grabs it.

                                     ANGEL (CONT'D)
                         Run!

               Cordelia takes Angel's order and starts running as best she 
               can in her designer shoes.

               The demon tries to get to it's feet to go after Cordelia, 
               but Angel grabs it, and begins beating it. The demon 
               eventually flips Angel off of him, and gets to his feet.

                                     ANGEL (CONT'D)
                         You can't have Connor.

                                     BLUE DEMON
                         I don't remember asking permission.

               Angel attacks the demon with pure anger, and little thought. 
               He tries to punch the demon, but the demon grabs his arm and 
               flips Angel back to the ground.

               Angel gets back to his feet. But by this point, the demon is 
               gone. Angel looks around. The demon is nowhere to be seen.

                                     ANGEL
                         No!

               He rushes down the street in the same direction that Cordy 
               took off in.

               EXT. STREET - MOMENTS LATER - NIGHT

               Angel rushes down the street. He doesn't see the demon, or 
               Cordelia. He stops running. He doesn't know where to turn 
               next.

               Then he hears something. A RUSTLE coming from the doorway of 
               a nearby store. He moves to see who is there.

               Cordelia is on the ground, trying to gather herself. Her 
               clothes are torn.

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


               She was attacked, but the fight didn't last too long.

                                     ANGEL
                         Cordelia.

               He helps her up.

                                     CORDELIA
                         I'm sorry. I didn't mean to let him...
                              (beat)
                         He took it.

               Angel looks down the street as though there were some chance 
               that he'd see the demon. But, of course, he doesn't.

                                     ANGEL
                         Let's go.

               EXT. MUSEUM - NIGHT

               Gunn and Fred are sitting on the front steps of the museum. 
               Waiting nervously.

                                     FRED
                         Why haven't they called?

                                     GUNN
                         Maybe they got into a fight.

                                     FRED
                         We should have heard something by 
                         now.

                                     GUNN
                         Let's give it a few more minutes. If 
                         we don't hear from them, we'll call.

                                     FRED
                         'Kay.

               They wait uncomfortably. Fred puts Gunn's arm around herself. 
               Gunn holds her close. Seconds later, Gunn pulls out his cell 
               phone.

                                     GUNN
                         Okay, we're calling.

               But before he can dial, his PHONE RINGS.

                                     GUNN (CONT'D)
                         Or not.

               He answers it.

                                     GUNN (CONT'D)
                              (into phone)
                         Yeah?

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


               INTERCUT WITH:

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is still working on the scrolls.

                                     WESLEY
                         Gunn, it's Wesley.

                                     GUNN
                         What's going on?

                                     WESLEY
                         Angel and Cordelia failed in 
                         preventing the first artifact from 
                         being taken. We need you and Fred to 
                         go after the second.

                                     GUNN
                         Where?

                                     WESLEY
                         A cemetery. The Home Of The Peace 
                         Memorial Park. And you really should 
                         hurry.

                                     GUNN
                         We're on our way. I'll call you from 
                         the car.

               Gunn hangs up. We stay with Wesley as he dials the phone 
               again. He puts it to his ear and waits a moment.

                                     WESLEY
                         Angel, I've sent Gunn and Fred after 
                         the second artifact. Death.
                              (beat)
                         Yes. The third is the artifact that 
                         represents humans. You should get to 
                         it's location as soon as possible.

               INT. DINER - NIGHT

               Connor and Ashley are sitting in the diner, eating burgers. 
               Connor is deep in thought. Not paying any attention at all 
               to Ashley. 

                                     ASHLEY
                         I mean, fighting demons and saving 
                         people. It's a rush, y'know. No wonder 
                         I walk around like a zombie all day 
                         now. I'm up all night with the post-
                         battle buzz.
                              (beat)
                         Okay, you do the actual fighting, 
                         but still...

               She notices he's not listening.

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


                                     ASHLEY (CONT'D)
                         Steve? Hello? You with me?

               Connor comes out of his thought.

                                     CONNOR
                         Hmm?

                                     ASHLEY
                         I was talking. You were off in 
                         Neverland or something.

                                     CONNOR
                         I was just thinking.

                                     ASHLEY
                         About anything in particular?

                                     CONNOR
                         Demons. Fighting them.

                                     ASHLEY
                         Which is what I was talking about, 
                         by the way.

                                     CONNOR
                         Did you see those people after we 
                         saved them from that demon?

                                     ASHLEY
                         Yeah. The chick practically wanted 
                         to have your love child.
                              (beat)
                         I think the guy might have too.

                                     CONNOR
                         They were so happy.

                                     ASHLEY
                         Yeah. You just saved their lives.

                                     CONNOR
                         I did.

               Connor takes in that thought. He likes the idea. He's made a 
               difference in the world.

                                     ASHLEY
                         Oh, is this the part where you decide 
                         to help people every night, and wear 
                         tights and a cape?

                                     CONNOR
                         Huh?

                                     ASHLEY
                         Like a comic hero.
                                     (MORE)

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


                                     ASHLEY (CONT'D)
                              (beat)
                         Remember? I just took you to see 
                         Spider-Man. Okay, yeah, he didn't 
                         have a cape. But most of them do.

                                     CONNOR
                         No. I don't want to wear tights. 
                         But, I saved people.

                                     ASHLEY
                         You've done it before.

                                     CONNOR
                         I know. But I never really thought 
                         about it before tonight. Without me, 
                         they'd have died.

                                     ASHLEY
                         Mm-hmm. Because of you, Romeo and 
                         Juliet will live to die again.

               Connor looks at Ashley, a little confused.

                                     ASHLEY (CONT'D)
                         That's how the play ends. They die.

               EXT. CEMETERY - NIGHT

               Gunn and Fred make their way through the cemetery. They're 
               looking for the second artifact.

                                     GUNN
                         He says it's around here. Should 
                         have a skeleton on it or something 
                         that represents death.

               They continue looking at each grave.

                                     FRED
                         Did I ever mention that cemeteries 
                         kinda freak me out?

                                     GUNN
                         It's just grass.

                                     FRED
                         Grass and dirt, and dead people under 
                         your feet wherever you go. You don't 
                         think that's creepy?

                                     GUNN
                         Not really. Most of them are probably 
                         dust by now anyway.

                                     FRED
                         That doesn't help me.

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


                                     GUNN
                         Just pretend you're at a park.

                                     FRED
                         Right.

               Finally, Gunn stops. He's looking at the ground near one of 
               the graves.

                                     GUNN
                         Fred.

               Fred walks over to him.

                                     FRED
                         Did you find it?

                                     GUNN
                         Wes said it would be like a wedge. A 
                         piece of a circle.

               He points down at the ground. Fred looks.

               ANGLE : THE GRAVE

               Under the grave stone, there is an impression in the ground. 
               A wedge.

                                     FRED
                         We should call Wesley.

               EXT. MANSION - END OF DRIVEWAY - NIGHT

               Angel's car pulls up, stopping at a big gate that is blocking 
               their way. He and Cordelia get out.

                                     CORDELIA
                         What do we do now?

                                     ANGEL
                         I'm going in there to check it out.

                                     CORDELIA
                         Want me to go with?

                                     ANGEL
                         No. Stay here. Watch out for anyone 
                         else who might show up.

                                     CORDELIA
                         Didn't you and Doyle go through this 
                         same plan once?

                                     ANGEL
                         Stay here. If I'm not back in fifteen 
                         minutes, call Wesley and go for the 
                         next artifact.

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


                                     CORDELIA
                         Whatever. Just don't die.
                              (beat)
                         Or whatever it is that vampires do.

               Angel pulls the gate open. He goes through it. Cordelia sits 
               on the hood of the car.

                                     CORDELIA (CONT'D)
                         Great. I'm back to taking over Doyle's 
                         job.

               EXT. MANSION - NIGHT

               Angel walks up to the mansion quietly. He's in stealth mode.

               He looks around the house. Near the front door. Around that 
               whole area. But he doesn't find anything. He starts to get 
               impatient. Looking harder. Knowing that it's a race against 
               the clock to find it before whatever demon might show up 
               finds it first.

               There's a NOISE. Rustling in the bushes. Angel ducks behind 
               a tree. He watches.

               Out of the bushes leaps a MASKED DEMON, wearing dark clothes. 
               Looking all martial artsie. He demon leaps straight from the 
               ground, onto the roof of the mansion.

               Angel can't let this one get away. He runs out from behind 
               the tree, jumps into the air, lands on a balcony, and then 
               jumps up to the roof from there.

               EXT. MANSION - ROOF - CONTINUOUS - NIGHT

               Angel lands with a THUD. The masked demon looks back at him. 
               Angel notices an artifact stuck in the demon's pants. On it 
               is an image of a man and a woman holding hands.

               Angel stares down the demon. The demon looks Angel up and 
               down. Then it assumes a fighting position. It raises on hand 
               into the air. In the hand APPEARS A SWORD.

               The demon flips toward Angel. Finally, it reaches him, and 
               lands a kick in Angel's chest. Angel stumbles back, but 
               doesn't fall. The demon lands on the roof and once again 
               assumes the fighting position. It attacks Angel with the 
               sword, trying to slice Angel's head off. Angel dodges the 
               sword and grabs the demon's hand.

               With a twist of the demon's hand, Angel forces the sword to 
               drop. He kicks the demon in the guy, then punches it in the 
               face with everything he has. The demon flies through the 
               air, looking as though it will land on it's back. But at the 
               last second, the demon manages a flip and lands on it's feet.

               Angel picks up the fallen sword. The demon once again raises 
               it's hand into the air an ANOTHER SWORD APPEARS.

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


               It attacks Angel. Angel blocks it's attempts to stab, and 
               they continue fighting with the swords. All sorts of jabs, 
               and blocks and that good stuff. Finally, Angel manages to 
               get the sword out of the demon's hand. It drops to the roof.

               The demon raises it's hand into the air again. This time, 
               before the demon has a chance to make another sword, Angel 
               slices off it's hand. As he does this, the demon doesn't 
               flinch. As a matter of fact, the demon kicks the sword out 
               of Angel's hand. Now, both are without weapons.

               The demon leaps through the air toward Angel. His leg extended 
               and ready to land a prime blow in Angel's gut. But Angel 
               doesn't let this happen. He grabs the demon's leg mid-air, 
               and swings the demon in another direction. He tosses the 
               demon away like a sack of dirt.

               Once again, the demon flips while in the air and lands on 
               it's feet. After landing, it does a few flips to get back 
               near Angel. It lands right next to him. It fakes a kick, 
               which Angel moves to block. While Angel is blocking the kick, 
               the demon punches Angel in the chest. The force of the punch 
               sends Angel high into the air, flying backwards. Angel would 
               normally land with a loud crash, but he totally misses the 
               roof. The force of the punch sends him flying off of the 
               roof, down to the ground below.

               EXT. MANSION - CONTINUOUS - NIGHT

               Angel CRASHES onto the ground hard. He's left there, flat on 
               his back. As he looks back up at the roof, he sees the demon 
               stand on the edge of the roof, and finally leap into the air 
               and VANISH into the dark sky.

               Pain fills Angel's face. Both from the fall, and from losing 
               yet another artifact.

               EXT. MANSION - END OF DRIVEWAY - NIGHT

               Cordelia is still waiting. She looks at her watch.

                                     CORDELIA
                         C'mon.

               Finally, the gate swings open. Angel slowly walks out, still 
               feeling the pain from the fall. Cordy goes to him.

                                     CORDELIA (CONT'D)
                         Are you okay?

                                     ANGEL
                         It got the artifact.

                                     CORDELIA
                         We'll call Wes from the car.

               Cordelia helps Angel walk back toward the car.

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


                                     CORDELIA (CONT'D)
                         Give me the keys. I'm driving.

                                     ANGEL
                              (in serious pain)
                         I'm fine.

                                     CORDELIA
                         Try that again with a little less 
                         pain in your voice.

               Angel reluctantly hands over his keys. Cordelia puts him in 
               the passenger side, and gets into the driver's side herself. 
               They drive off.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is drinking a cup of tea, working on the papers. His 
               PHONE RINGS. He answers it.

                                     WESLEY
                              (into phone)
                         Hello?

               INTERCUT WITH:

               INT. ANGEL'S CAR - NIGHT

               Cordy is driving and on the phone at the same time.

                                     CORDELIA
                         Wes, it's me.

                                     WESLEY
                         Did you get the artifact?

                                     CORDELIA
                         No. But Angel has a few bones that 
                         could use mending.

                                     WESLEY
                         Is he alright?

                                     CORDELIA
                         Yeah. He's sore, but what else is 
                         new? We need the location of the 
                         next artifact.

                                     WESLEY
                         That would be "demon".

                                     CORDELIA
                         Whatever. Where is it?

                                     WESLEY
                         This one will be a little more 
                         complicated. It's located in the 
                         lair of the Omerosh demons.

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


                                     CORDELIA
                         Okay, so who are they?

                                     WESLEY
                         Strong and nasty. Anyway, you 
                         shouldn't be more than ten minutes 
                         away. They're under a park.

               INT. GUNN'S TRUCK - NIGHT

               Gunn is driving down the road as Fred sits nervously next to 
               him, rubbing her hands together.

                                     GUNN
                         You okay?

                                     FRED
                         I feel like there's an elephant in 
                         my gut.

                                     GUNN
                         Worried?

                                     FRED
                         We haven't gotten the artifacts yet.

                                     GUNN
                         There are still a few to go.

                                     FRED
                         Do you think we'll get them?

                                     GUNN
                         Only need one.

                                     FRED
                         Okay, so do you think we'll get one 
                         of them?

                                     GUNN
                         I promise you, we will.

                                     FRED
                         Good. Because if we don't, I'm gonna 
                         have a hard time explaining to people 
                         that the world ended because of us.

               She pauses and thinks about what she just said.

                                     FRED (CONT'D)
                         You know what I mean.

                                     GUNN
                         Yeah. But you don't have to worry. 
                         We know what we're doing. And that 
                         means something, since we usually 
                         don't know and end up killing good 
                         guys.

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


               Fred looks down. Gunn also feels weird about that joke.

                                     GUNN (CONT'D)
                         I guess this isn't one of those things 
                         I should joke about yet, huh?

                                     FRED
                         It's just a little strange.

                                     GUNN
                         Yeah.

               They sit in silence for a moment. Not knowing what to say 
               next.

                                     FRED
                         Now the elephant is doing backflips.

                                     GUNN
                         Talented elephant.

                                     FRED
                         He must work out.

               Fred digs into her pocket and pulls out her cell phone.

                                     FRED (CONT'D)
                         I'm gonna call Wesley again. Find 
                         out where we're supposed to go.

               She starts to dial.

                                     GUNN
                         Hey.

               Fred stops. She looks over at Gunn who is just stopping at a 
               red light. He looks back at her, and brushes some of her 
               hair away from her face.

                                     GUNN (CONT'D)
                         It really will be okay.

               She gives him a small smile and looks at him sweetly for a 
               moment. And then she speaks.

                                     FRED
                         The light's been green for a while 
                         now.

                                     GUNN
                         I know.

               He starts driving again. She goes back to dialing. 

               EXT. PARK - NIGHT

               Angel's car pulls up. Angel and Cordelia get out.

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


                                     ANGEL
                         Wait here.

                                     CORDELIA
                         As if.  You can hardly walk by 
                         yourself. I'm not sending you down 
                         there alone.

                                     ANGEL
                         I don't need the added distraction 
                         of watching out for you.

                                     CORDELIA
                         I can handle myself.

                                     ANGEL
                         You're not a demon anymore.

                                     CORDELIA
                         True. But I'm a hell of a lot stronger 
                         as a human than I was as a demon.
                              (beat)
                         Mentally.

                                     ANGEL
                         Mental strength isn't gonna cut it.

                                     CORDELIA
                         You deal with your issues. I'll deal 
                         with mine.

               They walk to a water fountain in the center of the park (the 
               decorative kind, not the drinking kind).  There is a sculpture 
               of a woman in the center of it.

                                     CORDELIA (CONT'D)
                         Okay, this should be it. The entrance 
                         is under the sculpture.

               Angel walks through the water in the fountain, and kicks the 
               sculpture. It falls over and shatters.  There is a large 
               opening where the statue once stood.  It leads deep into the 
               ground. Angel begins climbing down. Cordy follows.

                                     CORDELIA (CONT'D)
                         Way to go, feather fingers.  Now all 
                         the little kids who play in the park 
                         are gonna have a huge hole to fall 
                         down.

               INT. DEMON LAIR - NIGHT

               Angel and Cordelia finally reach the ground of the demon 
               lair.  There's a long tunnel that leads to the main chamber 
               of the lair. Cordelia begins to walk down the tunnel.

                                     ANGEL
                         Wait.

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


               Cordy stops.

                                     CORDELIA
                         What?

                                     ANGEL
                         We have to be careful.

                                     CORDELIA
                         I don't see any demons around.

                                     ANGEL
                         There might be traps.

                                     CORDELIA
                         Traps?

               Cordelia walks behind Angel.

                                     CORDELIA (CONT'D)
                         Why don't you lead the way?

               Angel looks around. The walls. The floor. The ceiling.

               He begins to walk slowly. After a few steps, he steps onto a 
               section of the floor that begins to give as he steps.  He 
               doesn't put too much pressure on it. He steps back.

               He bends down and punches through the ground. It's not as 
               hard as he'd expect.  The ground in that area is made of 
               cloth, and covered with dirt. He pulls the cloth away.

               Where it was, there is now a hole. At the bottom of the hole, 
               there are spikes sticking up from the ground.

                                     CORDELIA (CONT'D)
                         Ouch.

               They walk around the hole.

                                     CORDELIA (CONT'D)
                         So when do the giant blades swing 
                         down at us? Oh, and there should be 
                         poisoned darts too.

                                     ANGEL
                         This isn't an Indiana Jones movie.

               As he says that, he steps onto a brick in the ground. The 
               brick lowers like a button. Angel steps back just in time to 
               avoid the giant swinging blade that WHOOSHES down from the 
               ceiling. It continues to swing in front of him.

                                     CORDELIA
                         You were saying?

                                     ANGEL
                         I...

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


               He doesn't know what to say.

                                     CORDELIA
                         You forgot that these are Hollywood 
                         demons. Watch out for the darts.

               Angel moves carefully past the blade which has slowed down 
               enough for them to pass. Cordelia follows, being sure to 
               step axactly where Angel stepped.

               They enter the main chaimber of the lair. It's a small room. 
               Torches line the walls, providing the light. In the center 
               of the room, there is a pedestal.  On it, the next artifact 
               is displayed. The artifact represents the demon world, and 
               on it is an image of some kind of demon. Angel looks at it.

                                     CORDELIA (CONT'D)
                         Isn't this a little strange? Having 
                         it so out in the open?

                                     ANGEL
                         They display it because it's a shrine 
                         for them. A symbol of their heritage. 
                         It's not something for them to hide.

                                     CORDELIA
                         Oh. So are we gonna take it, or just 
                         look at it?

                                     ANGEL
                         It's too simple.

                                     CORDELIA
                         Right. You take it, the pedistal 
                         lowers into the ground and the next 
                         thing you know, you're running from 
                         a giant rock.

                                     ANGEL
                         I just mean that there aren't any 
                         demons around. Where are they?

                                     CORDELIA
                         Maybe they went out for pizza or 
                         something.

                                     ANGEL
                         This isn't right.

               Angel looks around the room. Preparing for a fight. Cordelia 
               looks around too.

                                     CORDELIA
                         Can't we just take it and run?

                                     ANGEL
                         Not without knowing where those demons 
                         are.

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


               Angel puts his hand on his back as pain shoots up his spine. 
               Cordelia notices.

                                     CORDELIA
                         Are you okay?

                                     ANGEL
                         Fine.

                                     CORDELIA
                         You fell off a house. A big house.

                                     ANGEL
                         I said I'm fine.

                                     CORDELIA
                         Okay, but don't blame me if you end 
                         up shifting your broken spine out of 
                         place and winding up paralyzed.

               Angel smells the air, ignoring Cordelia. And then he looks 
               up. He winces. This causes Cordy too look up.

               We don't see what they see. But Cordy winces and looks away.

                                     CORDELIA (CONT'D)
                         Okay, so we found the demons. Can we 
                         take the thing and run now?

                                     ANGEL
                         Yeah.

               Angel takes the artifact off of the pedistal. They move to 
               walk out.

                                     CORDELIA
                         So, do we wanna know how they got up 
                         there?

               Both of them stop in their tracks as Cordelia says that. 
               They see something right in front of them. In their path.  
               Something unexpected.

                                     CORDELIA (CONT'D)
                         You've gotta be kidding me.

               REVEAL BETHANY (telekinetic gal from "Untouched") standing 
               in the entrance to the main chamber.

                                     BETHANY
                         Angel.

                                                             FADE TO BLACK:

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


                                        ACT THREE

               FADE IN:

               INT. DEMON LAIR - NIGHT

               Angel and Cordelia take in the sight of Bethany. She stands 
               in the entrance with her hands behind her back.

                                     ANGEL
                         Bethany?

                                     BETHANY
                         I was hoping to see you. To see if 
                         the rumors were true.

                                     CORDELIA
                         What rumors?

                                     BETHANY
                         That you and your friends changed 
                         sides.
                              (beat)
                         I heard rumors that you might switch 
                         sides, Angel, but I never expected 
                         the rest of your gang to go with 
                         you.

                                     ANGEL
                         You're wrong.

                                     BETHANY
                         I have reliable sources.

                                     CORDELIA
                         The Powers?

                                     BETHANY
                         What made you turn your backs on the 
                         good fight? A moment of happiness?

                                     ANGEL
                         You're wrong, Bethany. They're using 
                         you.

                                     BETHANY
                         Don't try to trick me. I saw 
                         everything.

                                     CORDELIA
                         Visions.

                                     BETHANY
                         Thought you were the only one?

                                     CORDELIA
                         Didn't think you were strong enough 
                         to handle them.

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


                                     BETHANY
                         I became strong enough. It was the 
                         only way. After I got away from my 
                         father and Lilah, I didn't know what 
                         the hell I was supposed to do with 
                         my life. Then I got a visit from 
                         your friends. They showed me what 
                         the fight was all about. Made me 
                         understand what you were doing, and 
                         why you had to do it.

                                     ANGEL
                         They're lying to you.

                                     BETHANY
                         They also showed me how you turned 
                         your backs on them. Decided to fight 
                         for the bad guys instead.

                                     CORDELIA
                         Listen to yourself. You sound like a 
                         drone. Repeating everything they 
                         told you like a good little tape 
                         recorder.

               Bethany looks at the artifact. 

                                     BETHANY
                         I'm not about to let you walk out of 
                         here with that, Angel. I know what 
                         you're planning to do with it.

                                     ANGEL
                         Bethany, listen to me. The Powers 
                         That Be are evil. They're using you, 
                         just like they used the rest of us. 
                         You're fighting for the wrong team.

               Bethany shakes her head.

                                     BETHANY
                         No. See, I don't think so. I think 
                         you've gone back to your old ways 
                         and now you wanna pull the rest of 
                         the world into hell with you.

                                     CORDELIA
                         I know how this sounds. Believe me. 
                         I did the whole vision thing too. 
                         But you have to believe us. The Powers 
                         are evil. They're tricking you. We 
                         found the scrolls to prove it.

                                     BETHANY
                         Because of a few scrolls, you team 
                         up with Wolfram and Hart?  I thought 
                         that if anyone would stand against 
                         those bastards, it'd be you guys.

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


                                     ANGEL
                         We don't work for Wolfram and Hart.

                                     CORDELIA
                         They're the Powers, brainiac.

               Bethany looks at them. Refusing to believe.

                                     BETHANY
                         Give me the artifact, Angel.

                                     ANGEL
                         Let's just go outside and talk, okay?

                                     BETHANY
                         I'm not letting you out of here with 
                         it.

                                     ANGEL
                         You don't have a choice.
                              (beat)
                         I don't want to hurt you, Bethany.

                                     BETHANY
                         You'd have had a hard time doing 
                         that, Angel. 

               Bethany waves her hand. Angel flies backwards, into the wall. 
               He slams to the ground.

                                     BETHANY (CONT'D)
                         You can't even touch me.

               Out of nowhere, POW, Cordelia's fist smashes into Bethany's 
               face. Bethany falls.

                                     CORDELIA
                         Maybe not. But I can.

               Bethany tries to wave her hand at Cordelia, but Cordy steps 
               on it.

                                     CORDELIA (CONT'D)
                         Now, now. Let's play nice, shall we?

                                     BETHANY
                         You might wanna think about getting 
                         away from me.

                                     CORDELIA
                         You might wanna reconsider that 
                         outfit. Can you say 1998?
                              (beat)
                         Look at yourself, Bethany. Is this 
                         you? Are you fighter drone gal?

                                     BETHANY
                         You don't know me.

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


                                     CORDELIA
                         Proof that there really is a higher 
                         power. But the PTB? I don't think 
                         so.
                              (beat)
                         The Powers are the bad guys. All 
                         those demons that you help them kill 
                         are the ones who are supposed to 
                         stop them from destroying the entire 
                         friggin' universe.

                                     BETHANY
                         The whole hand waving thing... it's 
                         really just for show. 

               Cordelia flies back into a wall. Bethany stands up.

                                     BETHANY (CONT'D)
                         You're not going to get to me. I'm 
                         not that weak in the mind.

                                     CORDELIA
                         All of those demons you're killing. 
                         They're the good guys, Bethany. Think 
                         about that the next time you look in 
                         the mirror. Ask yourself if that's 
                         really you looking back, or if you've 
                         become a whole new person.
                              (beat)
                         Personally, I wasn't a huge fan of 
                         the old you. But anything's better 
                         than the bitch you are now.

               Angel is still on the ground. He's trying to get up, but the 
               pain it too much for him. Cordelia stands up.

                                     BETHANY
                         I'm the me that I want to be. Fighting 
                         for a cause.

                                     CORDELIA
                         Yeah. Great cause. Remind me to 
                         congratulate you as we're all being 
                         sucked into non-existance.

               Bethany holds out a hand. The artifact that Angel has begins 
               to FLY away from him. He grabs it mid-air.

                                     ANGEL
                         No. You don't get this one.

               His hand opens. Not something he did on his own. The artifact 
               FLIES INTO BETHANY'S HAND.

                                     BETHANY
                         And yet somehow I still have it.

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


      of t                           CORDELIA
                         Bethany, don't do this. Listen to 
                         us, we're your friends.

                                     BETHANY
                         You were.

               Bethany looks back at them one last time. She looks at the 
               ground, regretting that it had to come to this.

                                     BETHANY (CONT'D)
                         You were.

               Then she walks out. The artifact in hand.

                                     ANGEL
                         Bethany, no!

               Cordelia goes to Angel to help him up.

                                     ANGEL (CONT'D)
                         We have to stop her.

                                     CORDELIA
                         You're not exactly in mint condition.

                                     ANGEL
                         We don't have a choice.

               He thinks for a moment.

                                     ANGEL (CONT'D)
                         Leave me here. Get her.

                                     CORDELIA
                         What? You think I'm gonna leave you 
                         here?

                                     ANGEL
                         Cordy, go.

               Cordelia looks at him, not wanting to leave. But she doesn't 
               have a choice.

                                     CORDELIA
                         I'll be back.

               Cordy takes off running back toward the exit.

               EXT. PARK - NIGHT

               Cordelia comes out of the fountain hole. She looks around 
               and sees Bethany running down the street.

               Cor runs to Angel's car and gets in. She speeds off down the 
               road.

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


               INT. ANGEL'S CAR - NIGHT

               Cordelia follow's Bethany, catching up to her quickly.

               EXT. STREET - NIGHT

               Angel's car cuts Bethany off. Bethany almost runs right into 
               it, but stops just short of it.

               Cordelia gets out. Her hands are hidden behind the car.

                                     CORDELIA
                         Bethany, stop.

                                     BETHANY
                         I can't do that.

                                     CORDELIA
                         You don't know what you're doing. 
                         What that artifact will do.

                                     BETHANY
                         I know what's right.
                              (beat)
                         It's all I know.

                                     CORDELIA
                         And what if you're wrong?

                                     BETHANY
                         What if I'm not?

                                     CORDELIA
                         This conversation isn't really going 
                         far, is it?

               Cordy pulls a crossbow from behind the car. She aims it at 
               Bethany.

                                     CORDELIA (CONT'D)
                         Times like these make me thankful 
                         that my friend is a weapons freak.

               Cordelia pulls the trigger. The arrow flies out, not at any 
               vital part of Bethany's body. Just a shoulder or something.

               Bethany stops the arrow mid-air. It FLOATS IN FRONT OF HER. 
               With her eyes, she redirects it and sends it shooting in 
               another direction.

                                     BETHANY
                         I was hoping you wouldn't do that.

               Bethany closes her eyes. Focusing. Making Cordy nervous.

                                     CORDELIA
                         Suddenly I'm wishing I hadn't.

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


               The car begins to shake. Cordelia's eyes widen.

                                     CORDELIA (CONT'D)
                         Oh... crap.

               Then the CAR RISES INTO THE AIR. Cordelia keeps her eyes on 
               it.

                                     CORDELIA (CONT'D)
                         Y'know, I was just kidding with the 
                         whole trying to shoot you thing.

               The car FLIES ACROSS THE STREET like a child's toy and CRASHES 
               to the ground.

               Bethany opens her eyes.

                                     BETHANY
                         Don't follow me.

               She turns and slowly begins to walk away. After Bethany rounds 
               a corner, Cordelia looks at the wrecked car. She hears a 
               HISSING SOUND.

                                     CORDELIA
                         Uh-oh.

               Cordelia breaks off, running as fast as she can toward the 
               park.

               Behind her, the car EXPLODES.

               INT. DEMON LAIR - NIGHT

               Cordelia returns to the lair. Angel has managed to stand up. 
               She goes and helps him as they begin to walk back out.

                                     ANGEL
                         I heard something.

                                     CORDELIA
                         That would be your car exploding.

                                     ANGEL
                         What? Did you stop her?

                                     CORDELIA
                         The girl made the car fly like a 
                         paper airplane. I wasn't in the 
                         greatest of negotiating situations.

                                     ANGEL
                         Then we have to get to the next 
                         artifact.

                                     CORDELIA
                         My place is only a few blocks away. 
                         We'll take my car.

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


               Angel stumbles.

                                     CORDELIA (CONT'D)
                         That is, if you think you can get 
                         there without breaking in half.

                                     ANGEL
                         I'm fine.

                                     CORDELIA
                         Yeah. You keep saying that. At least, 
                         I think you do. It's hard to tell 
                         over the sound of your bones grating 
                         against each other.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is just pacing now. He's holding onto his phone. It 
               RINGS. He answers it.

                                     WESLEY
                         Angel?

               INTERCUT WITH:

               INT. CORDELIA'S CAR - NIGHT

               It's a new car. A sporty replacement for her Jeep. She's 
               holding her phone to her ear.

                                     CORDELIA
                         It's me.

                                     WESLEY
                         Did you recover the artifact?

                                     CORDELIA
                         No. We ran into an old friend. 
                         Remember, Bethany?

                                     WESLEY
                         She's working for them?

                                     CORDELIA
                         Yeah. Look, I'd love to catch up on 
                         the latest gossip, but don't we have 
                         a world to save or something?

                                     WESLEY
                         Right. I've sent Gunn and Fred after 
                         the next piece. Domination. It's at 
                         a court house. The final piece is, 
                         destruction. It's at the tar pits.

                                     CORDELIA
                         Anything more specific about location?

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


                                     WESLEY
                         It's buried. That's all I know.

                                     CORDELIA
                         And gosh, is it ever helpful.

                                     WESLEY
                         Sorry.

                                     CORDELIA
                         We'll call you.

               Cordelia hangs up the phone. We stay with her and Angel.

                                     ANGEL
                         Where are we going?

                                     CORDELIA
                         Tar pits. You wouldn't happen to 
                         know the area very well, would you?

               EXT. TAR PITS - NIGHT

               Angel and Cordelia walk around. Looking for anything unusual. 
               Finally, they see the blue demon from before. He's walking 
               toward them, holding the artifact. On it is an image of Earth, 
               shattered.

                                     CORDELIA
                         Angel, he has it.

                                     ANGEL
                         I see.

                                     CORDELIA
                         I guess that means Gunn and Fred 
                         didn't get the last one.

                                     ANGEL
                         Which means we have no choice but to 
                         get this one.

               The blue demon walks up to them.

                                     BLUE DEMON
                         I didn't think I'd be seeing you 
                         again.

               He looks at Cordelia, checking her out.

                                     BLUE DEMON (CONT'D)
                         Not that I mind.

                                     CORDELIA
                         You realize that every second you 
                         spend yammering is one second of 
                         your soon to be ended life that's 
                         gone forever, right?

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


                                     BLUE DEMON
                         What a mouth, this one has.

               The demon takes a breath and smiles at Cordy.

                                     CORDELIA
                         The word "eew" doesn't even begin to 
                         say how much I'm about to yack.

                                     BLUE DEMON
                         Once I've killed your vampire friend 
                         here, little girl, you and me are 
                         gonna see just how talented you really 
                         are.

               Cordelia winces with disgust.

               Angel, without any expression on his face at all grabs the 
               artifact, tosses it to Cordelia, then picks up the demon and 
               tosses him into the tar pit. All in one swift motion.

               The demon lands face down and struggles to get out.

               Cordelia is a little surprised.

                                     CORDELIA
                         I can't believe I caught this thing.
                              (beat)
                         Maybe it'd be better if I didn't. I 
                         mean, a shattered artifact is probably 
                         a good thing, right?

                                     ANGEL
                         There's enough energy in that thing 
                         to kill us both.

               He starts walking.

                                     ANGEL (CONT'D)
                         We should get out of here before 
                         little boy blue gets out of the tar.

               Cordelia follows.

                                     CORDELIA
                         Okay, so what do we do now?

                                                             FADE TO BLACK:

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


                                         ACT FOUR

               FADE IN:

               INT. WESLEY'S APARTMENT - NIGHT

               Angel and Cordelia walk into the apartment with the artifact. 
               Wesley is sitting on his couch, looking grim.

                                     CORDELIA
                         Why the gloom? We have the thing.

                                     WESLEY
                         I haven't heard from Gunn or Fred 
                         since I sent them to find the 
                         domination artifact.

                                     ANGEL
                         You think something's happened?

                                     CORDELIA
                         Isn't that always the way? I mean, 
                         we get things worked out, finally, 
                         and those two have to go and muck 
                         things up.

                                     ANGEL
                         Have you tried calling them?

                                     WESLEY
                         No answer.

               Wesley's PHONE RINGS. They all look at it. It RINGS AGAIN.

                                     CORDELIA
                         Okay, I love a dramatic pause as 
                         much as the next person, but would 
                         you just answer the damn thing?

               Wesley picks up the phone and puts it to his ear.

                                     WESLEY
                         Hello?
                              (beat)
                         Yes.

               He holds the phone out for Angel.

                                     WESLEY (CONT'D)
                         They want to speak with you.

                                     CORDELIA
                         They?

                                     WESLEY
                         They have Fred and Gunn.

               Angel takes the phone.

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


                                     ANGEL
                              (into phone)
                         What?
                              (beat)
                         Where?

               He hangs up.

                                     ANGEL (CONT'D)
                         Cordy, let's go.

                                     WESLEY
                         I want to help.

                                     ANGEL
                         You stay here.

                                     WESLEY
                         But there's nothing left for me to 
                         do here.

                                     ANGEL
                         I said, you stay.

               Wesley settles into the chair, but he's not happy about it. 
               Angel, the artifact in hand, walks out of the apartment. 
               Cordelia looks back at Wesley. She doesn't like leaving him 
               there. She shrugs an apology, and walks out.

               Wesley is left alone.

               EXT. WESLEY'S APARTMENT - NIGHT

               Angel and Cordelia walk out of the building.

                                     CORDELIA
                         He should be coming with us.

                                     ANGEL
                         I don't need him there.

                                     CORDELIA
                         You mean, you don't need an extra 
                         hand as we're attacked because of 
                         this obvious trap?

                                     ANGEL
                         I need people I trust backing me up.

               Angel gets into Cordelia's car. Driver's side. Cordelia stops 
               walking.

                                     CORDELIA
                         I can't believe you, Angel.
                              (beat)
                         You honestly believe you're driving 
                         my new car?

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


               INT. STREET - NIGHT

               Connor and Ashley walk down the street.

                                     ASHLEY
                         So what do you wanna to do?

                                     CONNOR
                         It's late. Shouldn't we...

                                     ASHLEY
                         Since when do you care about late? 
                         You're the one who always drags me 
                         out of bed at three in the morning 
                         to save people. Tonight, I feel like 
                         having fun.

                                     CONNOR
                         How?

                                     ASHLEY
                         I don't know. Let's do something 
                         young and wreckless. 

                                     CONNOR
                         What do you suggest?

               She walks out in front of him, and grabs his hands.

                                     ASHLEY
                         I want to show you what it means to 
                         be a youth in America.

                                     CONNOR
                         I don't like drugs.

                                     ASHLEY
                         Me neither. But you like to party, 
                         right? I know a place near here.

               INT. PARTY ROOM - NIGHT

               A club that is totally unlike the one Gunn worked at in the 
               last episode. LOUD MUSIC fills the room as YOUNG PEOPLE sit 
               calmly in puffy chair, just hanging out. Some making out. 
               Only a few people dance in the center of the room. There's a 
               good change they're high.

               Connor and Ashley walk in. Connor looks around. He doesn't 
               like the loud music. When they speak, they have to yell over 
               the music.

                                     CONNOR
                         It's too loud here.

                                     ASHLEY
                         What?

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


                                     CONNOR
                         The music. I don't like it.

                                     ASHLEY
                         You'll get used to it. Just give it 
                         a chance.

               Ashley leads the way through the room, waving to some people 
               that she passes along the way. They wave back, but check 
               Connor out. Newbie.

               Ashley pulls Connor into a room, which is closed off by a 
               curtain.

               INT. PARTY ROOM - CURTAIN AREA - CONTINUOUS - NIGHT

               They enter the room. In there, several COOLER PEOPLE are 
               lounging. Making out. In the center of the room, there is a 
               pot, from which a red light emits. Also in the pot is a metal 
               rod that sticks out the top. Connor notes this as he walks 
               by.

               Ashley brings him to the back of the room and pulls him into 
               a chair next to her.

                                     CONNOR
                         What are we doing here?

                                     ASHLEY
                         Hanging out. It's what young people 
                         do around here.

                                     CONNOR
                         What are we supposed to do?

               She pulls him closer.

                                     ASHLEY
                         Stuff.

               She kisses him. He doesn't pull away. Eventually, be begins 
               to kiss back. Then he stops.

                                     ASHLEY (CONT'D)
                         Aren't you having fun now?

                                     CONNOR
                         Yes.

                                     ASHLEY
                         Wanna try something?

               Connor looks at her, wondering what she means.

                                     ASHLEY (CONT'D)
                         A game.

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


                                     CONNOR
                         What kind of game?

                                     ASHLEY
                         It'll be fun. You'll kick ass at it.

               Ashley turns to the rest of the room.

                                     ASHLEY (CONT'D)
                         Who's up for the pain game?

               Others in the room look up. They seem to be cool with it, 
               but they're not really perky people. They begin to move to 
               the center of the room, sitting in a circle around the pot. 
               Ashley brings Connor over there. They sit down around the 
               pot with the rest of the group.

                                     CONNOR
                         Pain game?

                                     ASHLEY
                         It's a test to see how much pain you 
                         can handle. Don't worry, it'll be 
                         tame compared to what you normally 
                         take in a fight.

               Connor isn't sure, but he doesn't say anything.

                                     ASHLEY (CONT'D)
                         Okay, here's how it goes. Everyone 
                         in the circle will pick a card from 
                         the deck.
                              (beat)
                         Where's the deck?

               Another person in the circle pulls out a deck of cards, which 
               has obviously had some cards removed. Ashley takes them.

                                     ASHLEY (CONT'D)
                         Cool.
                              (beat)
                         Anyway, Connor. We each take a card. 
                         Whoever take the ace of spades goes 
                         first.

                                     CONNOR
                         Then what?

                                     ASHLEY
                         Then we see how much pain you can 
                         take.

                                     CONNOR
                         I'm not sure...

                                     ASHLEY
                         Just try it. For me.

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


               Connor hesitates, but finally gives in.

                                     ASHLEY (CONT'D)
                         Here we go. Nobody look at your cards 
                         until we've all taken one.

               Ashely takes the top card, and passes it to her side, away 
               from Connor. Each person in the circle takes a card and passes 
               the deck on. Finally Connor gets the last card.

                                     ASHLEY (CONT'D)
                         Everyone ready? Okay, go.

               Everyone turns their cards over except for Connor. And after 
               they do, each of them looks over at Connor, waiting for him 
               to turn his. Connor notices everyone looking at him. Then he 
               turns over his card.

               He has the ace of spades. The death card.

                                     ASHLEY (CONT'D)
                         I guess you go first.

               Connor looks at her, wondering what happens next.

                                     ASHLEY (CONT'D)
                         Lay back and close your eyes.

               Connor obeys. Ashley stands and walks to the pot. Around the 
               circle, the others begin to pound on the floor, creating an 
               almost TRIBAL RHYTHM.

               Ashley pulls on the metal rod that rests in the pot. As she 
               removes it, we can see that there is a brand on the end of 
               it. It's GLOWING. Red hot.

               She walks over to where Connor is.

                                     ASHLEY (CONT'D)
                         Open your hands, palms up.

               Connor takes a breath and swallows hard. But he listens to 
               her and opens his hands.

                                     ASHLEY (CONT'D)
                         Scream and you lose.

               She begins to move the brand closer and closer to one of his 
               hands. 

               EXT. COURTHOUSE - NIGHT

               Cordelia's car pulls up. Angel gets out of the passenger 
               side. Cordelia gets out of the driver's side. They look 
               around. They don't see anyone.

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


                                     CORDELIA
                         Okay, so where is this supposed to 
                         go down?

                                     ANGEL
                         They just told me to come here.

                                     CORDELIA
                         So how long until they jump out at 
                         us, do you think?

               From the shadowy doorway of the courthouse, LINWOOD and 
               Bethany reveal themselves. Cordy spots them first.

                                     CORDELIA (CONT'D)
                         There.

               Angel sees them.

                                     LINWOOD
                         Angel. Good to see you again.

                                     ANGEL
                         You think I won't finish what I 
                         started before?

                                     LINWOOD
                         I don't think you have that option 
                         right now if you want to see your 
                         friends live through the night.

                                     CORDELIA
                         Bethany, are you blind, or just really 
                         stupid? He's Wolfram and Hart!

                                     LINWOOD
                         Who?

                                     BETHANY
                         They're trying to get me to believe 
                         you're a bad guy.

               Linwood giggles.

                                     LINWOOD
                         That's insane. Do they think you're 
                         that stupid?

                                     CORDELIA
                         Yuh-huh.

                                     ANGEL
                         What do you want?

                                     LINWOOD
                         What do you think?

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


                                     ANGEL
                         Do you expect me to give you the 
                         artifact?

                                     LINWOOD
                         Either way, it's bound to be an 
                         entertaining event.

               Angel pulls a knife from his coat. Bethany takes a step 
               forward, about to do something, but Linwood holds a hand up 
               to her.

                                     LINWOOD (CONT'D)
                         We have other means.

               Linwood gestures for Angel to turn around. Angel and Cordelia 
               both turn.

               REVEAL the blue demon and the masked demon standing behind 
               them. The blue demon is very dirty, but still functional.

                                     CORDELIA
                         So not good.

               The masked demon holds up a hand (yes, he has one again). A 
               SWORD APPEARS. Cordelia looks at Angel.

                                     CORDELIA (CONT'D)
                         You didn't mention he could do that.

               The demons attack. The masked demon goes after Angel. The 
               blue demon goes after Cordelia.

               Angel and the masked demon begin exchanging punches. The 
               masked demon attempts to kill Angel with the sword several 
               times, but Angel avoids the blade every time. 

               Cordelia runs behind the car, trying to put space between 
               the blue demon and herself. The blue demon follows her.

                                     BLUE DEMON
                         Would you prefer a painful death, or 
                         a quick death?

                                     CORDELIA
                         How about a nice death by chocolate? 
                         My treat.

               The blue demon grabs her by the neck and holds her against 
               the car. She struggles to get free.

                                     CORDELIA (CONT'D)
                              (choking)
                         A-g-l.

               But Angel is busy with his own problems. The masked demon is 
               quite the fighter. Sword swipes. Punches. Kicks. All delivered 
               by both sides, and most of them avoided.

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


               When a hit is made, it usually doesn't have much impact.

               Cordelia knees the blue demon in the gut and manages to get 
               out of his grasp. He comes after her again. She avoids him.

                                     CORDELIA (CONT'D)
                         I've had training, y'know. I can 
                         fight.

                                     BLUE DEMON
                         Show me.

                                     CORDELIA
                         I'm getting there.

               The blue demon tries to grab Cordy again. She avoids, and 
               manages to stomp on his foot. It doesn't even make the demon 
               flinch, but she's still proud of it.

                                     CORDELIA (CONT'D)
                         That's for attacking me before. 

               Angel and the masked demon continue to fight. The masked 
               demon manages to grab Angel with one hand and THROW him down 
               into the street hard. Angel's already feeling pain. This 
               can't possibly help.

               As the masked demon moves to attack Angel while he's down, 
               Angel uses his foot to push the demon back. The demon stumbles 
               just enough to allow Angel to stand up.

               The demon and Angel once again go at it. Swords swinging. 
               Fists flying. The works.

               Cordelia backs away from the blue demon, wishing she were 
               anywhere but where she is. The blue demon is starting to get 
               angry with her. A GROWL rises from within it.

               Linwood and Bethany watch from the doorway. Linwood is 
               enjoying the sight of this whole thing. Bethany is not. As 
               she watches, she can't help but wince as Angel is hit.

               Masked demon comes at Angel once again with the sword. Angel 
               manages to avoid the sword and grab the arm of the demon. He 
               twists the demon's arm until it SNAPS. The sword flies out 
               of the demon's hand.

               It lands on the street, not too far from where Cordelia is. 
               As she backs up, she gets closer to it, not even seeing it 
               at the moment. The blue demon quickly tries to attack her. 
               Without even thinking, she kicks him in the gut. As he hunches 
               over, she knees him in the face.

               She stumbles backwards, surprised at her moves and the force 
               she used to deliver them. As she backs up, she sees the sword 
               on the ground. She picks it up.

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


                                     CORDELIA (CONT'D)
                         Finally, something I can use.

               She readies herself. Sword in hand, remembering the training 
               that Angel gave her.

               The blue demon attacks her. She gracefully swings the blade 
               in just the way Angel showed her in "Billy". She moves out 
               of the line of attack, creating a new one. Then she goes 
               through a series of moves, taking the offensive. The blue 
               demon is caught off guard, and tries to recover from her 
               moves. But it's too late for him. As she works her stuff, 
               she finally ends with the sword to the neck of the blue demon.

                                     CORDELIA (CONT'D)
                         This is where we part.

               And then she jams the sword into his neck. He blue demon 
               goes down, dead. She pulls the sword out and turns to see 
               Angel fighting with the masked demon, who has made himself 
               another sword.

                                     CORDELIA (CONT'D)
                         Think fast!

               Cordy tosses the sword to Angel. Angel totally misses it, 
               and it falls to the ground.

                                     CORDELIA (CONT'D)
                         Did we not go over this whole "think 
                         fast" thing?

               Angel dives onto the ground, doing a tumble and grabbing the 
               sword. He quickly recovers, and gets back into the fight 
               with the masked demon.

               The two keep fighting a battle that would probably be 
               impossible for them to have if they were human. Sword fighting 
               mixes with punches, flips, kicks, and all of those things.

               Cordelia watches as this goes on. She wants to jump in and 
               help, but there's really not a whole lot that she can do.

               Bethany can't take her eyes off of the fight.

               The masked demon sends a kick Angel's way. Angel grabs the 
               leg and spins the demon in a way that would make anything 
               else fall. The demon almost does, but at the last minute, it 
               catches itself with it's hands and flips back to hit's feet. 
               They return to sword fighting. It begins to get crazy, with 
               the speed of the fight increasing. It's almost moving too 
               fast for the observers to process.

               Angel moves to stab the demon with his sword. The demon avoids 
               by jumping into the air, and flipping over Angel's head. But 
               Angel reacts quickly. As the demon is mid-air, Angel swings 
               his blade across the demon's path.

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


               When the demon lands on the ground, it is without a head.

               Linwood claps. Angel, Cordelia and even Bethany look at him.

                                     LINWOOD
                         Bravo. I haven't seen such an 
                         entertaining fight since my daughter 
                         babysat the Olsen twins in '94.

                                     ANGEL
                         Give me my friends.

                                     LINWOOD
                         Give me the artifact and you'll have 
                         your friends.

                                     ANGEL
                         That's not gonna happen.

                                     LINWOOD
                         What are you gonna do? Let your 
                         friends die?

                                     ANGEL
                         I'll just kill you and take them.

                                     LINWOOD
                         You don't even know where they are.
                              (beat)
                         Besides, you don't kill humans.

               Angel THOWS THE SWORD. It flies through the air, directly at 
               Linwood's head. It STOPS only inches from Linwood, thanks to 
               Bethany. Then it DROPS to the ground.

                                     LINWOOD (CONT'D)
                         Impressive.

                                     ANGEL
                         Where are they?

               Linwood gives Bethany a nod. Bethany turns and opens the 
               door to the courthouse. Gunn and Fred walk out, tied up and 
               gagged.

               Cordelia can't stand seeing them that way. She grows angrier.

                                     LINWOOD
                         Give me the artifact, and they walk. 
                         It's that simple.

               Gunn and Fred shake their heads, telling Angel not to do it. 
               Cordelia looks to Angel, wondering what he'll do.

               Angel runs toward Linwood, but before he even gets near him, 
               he is THROWN BACK by Bethany.

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


                                     CORDELIA
                         Bethany, stop this!

               Bethany wants to, but she knows she has a duty. She doesn't 
               back down.

                                     LINWOOD
                         All I need is that one artifact.

                                     ANGEL
                         And what happens if I give it to 
                         you? You allow them to take Connor?

                                     CORDELIA
                         And destroy the universe. Let's not 
                         forget that part.

                                     LINWOOD
                         It's up to you, Angel.

               Angel and Cordelia think hard. This is not easy.

                                     CORDELIA
                              (somber)
                         I guess we don't have a choice, do 
                         we?

                                     ANGEL
                         No, we don't.

               Angel looks Linwood in the eyes.

                                     ANGEL (CONT'D)
                         Let's go, Cordy.

               Cordelia looks at Angel, clearly shocked. That was not what 
               she meant at all.

               Angel starts to walk back to the car.

                                     ANGEL (CONT'D)
                         Let him have them.

                                                             FADE TO BLACK:

                                       END OF SHOW