TEASER

               FADE IN:

               EXT. HIGHWAY - NIGHT

               The cars stand still on this highway, same as when Cordelia 
               left them. It's frozen. Time has not yet resumed for them. 
               Cordelia's Jeep still sits among the other cars, empty.

               EXT. THE OCEAN - NIGHT

               Establishing. We can see far into the distance on this clear 
               night. The water is calm.

               EXT. UNDERWATER - NIGHT

               Angel's metal coffin continues slowly falling deeper and 
               deeper. Finally, it hits the bottom the ocean. We can't see 
               Angel inside, but we know he's there.

               EXT. HIGHWAY - NIGHT

               Same as before. Cars standing still.

               And then, suddenly, TIME RESUMES. The cars continue speeding 
               down the highway.

               Cordelia's Jeep, still unattended, drifts across the lanes. 
               Cars swerve to avoid it, but they can't. First one car hits 
               it. They both spin out. Another car gets hit. And another. 
               And another. This continues until there are about fifteen 
               cars involved.

               Though we don't know which car it comes from, the sound of a 
               HORN cuts through the air. The sound is steady. Someone's 
               head resting on their steering wheel.

                                                             FADE TO BLACK:

                                      END OF TEASER
 
------------------------------------------------------------------------------------------------------
                                                                         2.


                                         ACT ONE

               FADE IN:

               EXT. ANGEL'S HOTEL - NIGHT

               Establishing.

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               GUNN and FRED are sitting silently. Waiting. Gunn is off in 
               his own world, while Fred is starting to get restless.

                                     FRED
                         How long has it been?

               Gunn looks at his watch.

                                     GUNN
                         Four hours since Angel left.

               Fred worries, but tries to calm herself down.

                                     FRED
                         Maybe they went out. Y'know, for ice 
                         cream, or to a movie or something.

                                     GUNN
                         The way Angel left here to meet Cordy, 
                         I'm not really thinking they're eating 
                         ice cream.

                                     FRED
                         Right.

               Then.

                                     FRED (CONT'D)
                         But if they did - y'know - wouldn't 
                         Angel lose his soul?

                                     GUNN
                         I'm sure Angel and Cordy both know 
                         the limits of what they should be 
                         doing.

                                     FRED
                         But then, where is Conner? Steven?
                              (beat)
                         I forget which it is now.

                                     GUNN
                         Conner probably ran off like he tends 
                         to do.

                                     FRED
                         I hope he's not in any trouble.

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


                                     GUNN
                         The boy knows how to handle himself. 
                         I don't think there's much to worry 
                         about.

               They go silent again. Back to waiting. Fred smiles.

                                     FRED
                         Wouldn't it be nice if Angel and 
                         Cordelia were a couple? Then it'd be 
                         you and me, and Angel and Cordelia. 
                         We'd be all paired off, except for 
                         Conner, but I don't think he's ready 
                         for dating just yet.

                                     GUNN
                         I don't wanna get too comfy with the 
                         idea of Angel and his Cordy bliss. 
                         The stories I hear about his last 
                         romance sound kinda like a Wes Craven 
                         movie. And the Darla situation wasn't 
                         really a thrill ride either.

                                     FRED
                         Yeah. But if he's careful, maybe 
                         things will turn out better. Like, 
                         without him sneaking into her room 
                         and stringing up her fish and stuff 
                         like that.

                                     GUNN
                         Maybe. But we all need to be careful.

                                     FRED
                         How long has it been now?

               INT. LILAH'S APARTMENT - NIGHT

               The door opens, and LILAH walks in. Her shirt is still 
               untucked from her "date" with Wesley, but her slight stagger 
               tells us that she didn't just come home. She's been drinking.

               She turns on a light and sets her keys down on a table. Then 
               she looks up and sees her reflection in a mirror. Messy hair. 
               Smeared makup. Clothes that look like they've been worn for 
               three days in a row. She studies the image. For a moment, 
               then turns away from it, keeping with her usual hardened 
               exterior.

               INT. ANGEL'S HOTEL - LOBBY - DAY

               Gunn and Fred are now asleep. Gunn has his arm around Fred. 
               Fred begins to stir. Then she opens her eyes.  At first, she 
               doesn't remember why she's sleeping there, and just takes in 
               the new sunny day with a smile. Then it hits her. She 
               remembers. She shakes Gunn.

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


                                     FRED
                         Charles. Get up.

               Gunn wakes up. Fred stands and looks back at her groggy 
               boyfriend.

                                     FRED (CONT'D)
                         It's morning!

                                     GUNN
                         I noticed.

                                     FRED
                         It's morning, and Angel hasn't come 
                         home yet!

                                     GUNN
                         Calm down, sweetie. Maybe he came 
                         home, and we were asleep. Let's go 
                         check his room before we get all 
                         crazy.

               Gunn stands up. He puts his hand on his painfully stiff neck.

                                     GUNN (CONT'D)
                         Ow. Okay, next time we sleep in here, 
                         we're sleeping on the floor.

               They start up the stairs.

               INT. ANGEL'S HOTEL - ANGEL'S ROOM - DAY

               There's a KNOCK on the door.

                                     GUNN (O.S.)
                         Angel, you in there?

               A beat, and then the door opens. Gunn and Fred walk in and 
               take a good look around. Angel is nowhere to be seen.

                                     FRED
                         He's not here. I'm worried.

               Gunn thinks for a moment. Trying to think of where Angel 
               could possibly be.

                                     GUNN
                         Maybe he's at Cordy's.

                                     FRED
                         On the first date?
                              (beat)
                         I mean, right! Let's call.

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


               INT. CORDELIA'S APARTMENT - DAY

               The place is empty. Very empty. The PHONE RINGS. A beat. 
               Then ANOTHER RING.

               INT. ANGEL'S HOTEL - LOBBY - DAY

               Gunn is on the phone at the desk. Fred stands next to him.

               He hangs up.

                                     GUNN
                         No answer.

                                     FRED
                         Where could they be?

                                     GUNN
                         I'm not sure, but I'm thinking that 
                         Angel's little bundle of joy might 
                         have something to do with it.

                                     FRED
                         You think that Conner did something 
                         to them? Why would he do that?

                                     GUNN
                         Might be because he's gone insane 
                         from living in a hell dimension for 
                         his entire life with Holtz playing 
                         daddy.

                                     FRED
                         That's a good point.
                              (beat)
                         So how do we find them?

                                     GUNN
                         We're investigators. We always do 
                         this kind of thing.

                                     FRED
                         I usually just answer phones, look 
                         things up, and follow people. I'm 
                         not really good with investigating.

                                     GUNN
                         Okay, so you just follow me and look 
                         things up if I need you to.

                She nods. They start to walk out. But Fred stops.

                                     FRED
                         Charles.

               He stops and turns back to her.

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


                                     FRED (CONT'D)
                         What if we don't find them?

               He doesn't want to think of that. So he just turns around 
               and continues walking.

               Fred stands there for a moment.

                                     FRED (CONT'D)
                         That wasn't a comforting answer.

               EXT. POINT DUME CLIFF AREA/BEACH - DAY

               The spot that Angel was supposed to meet Cordelia. His car 
               is still parked there.

               Gunn's truck pulls up. He and Fred get out and walk to Angel's 
               car. Fred looks inside.

                                     FRED
                         It's empty.
                              (beat)
                         Maybe he left with Cordelia?

                                     GUNN
                              (looking around)
                         I don't see any other tracks.

                                     FRED
                         So Cordelia didn't show up?
                              (beat)
                         That's kinda rude. I mean, if she 
                         wasn't attacked or something, it 
                         would be rude.

               Gunn follows Angel's footsteps from the car. He walks closer 
               to the cliff. Then he notices something.

                                     GUNN
                         There are two sets of footprints. 
                         One coming from Angel's car, and the 
                         other one looks like they walked 
                         here.

                                     FRED
                         Cordy?

                                     GUNN
                         No. Guy prints. Small, skinny-ass 
                         guy prints.

                                     FRED
                         Conner?

                                     GUNN
                         Either that, or Angel was attacked 
                         by a garden gnome.

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


               Fred looks around.

                                     FRED
                         Do you see any dust on the ground?
                              (beat)
                         I mean, aside from all the normal 
                         dirt and sand and stuff.

               She realizes how futile it is to look. She pulls out her 
               cell phone.

                                     GUNN
                         Who are you calling?

                                     FRED
                         Angel's phone. Maybe he has it with 
                         him.

               She dials Angel's phone and puts the phone to her ear. Gunn 
               keeps looking around.

               In the distance, a FAINT RINGING can be heard. A cell phone.

               At first, nobody hears it. But after a few rings, Gunn hears 
               it. He looks around. Fred hangs up the phone.

                                     FRED (CONT'D)
                         No answer.

               Gunn holds up a hand, listening still.

                                     FRED (CONT'D)
                              (whispering)
                         What? Do you hear something?

                                     GUNN
                         Call Angel again.

                                     FRED
                         Why? He didn't answer.

                                     GUNN
                         Just call.

                                     FRED
                         Okay.

               She dials the phone again. Again, a FAINT RINGING is heard. 
               Gunn tries to follow it. He realizes that it's coming from 
               the bottom of the cliff. He starts to make his way down.  
               Fred walks to the edge of the cliff and watches.

                                     FRED (CONT'D)
                         Charles, wait!

               Gunn stops and looks back.

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


                                     FRED (CONT'D)
                         Should I leave voice mail?

                                     GUNN
                              (calling back up)
                         I don't think you'll need to.

               Gunn climbs down the rest of the way and picks Angel's phone 
               up off of the ground. He looks around the beach, but doesn't 
               see anything. He answers Angel's phone so he doesn't have to 
               yell up to Fred.

                                     GUNN (CONT'D)
                         This isn't looking good.

                                     FRED
                         What do we do now?

                                     GUNN
                         Find Conner.

               Gunn starts climbing back up the cliff. 

                                     FRED
                         Do you think he killed Angel?

                                     GUNN
                         I think that he's gonna be sorry if 
                         he did.

                                     FRED
                         What about Cordy?

                                     GUNN
                         We'll find her too.

               Gunn reaches the top of the cliff and hangs up Angel's phone. 

                                     FRED
                         Do you think Conner would hurt her 
                         too?

                                     GUNN
                         Don't know. He seems pretty focused 
                         on Angel, but the idea of her being 
                         a demon didn't really sit well with 
                         him either. 

               Fred looks worried. They walk back to the truck.

                                     FRED
                         Should we just leave Angel's car 
                         here?

                                     GUNN
                         Unless you have a key to it.

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


                                     FRED
                         You mean you couldn't just... y'know?

               She gestures, trying to get the hot-wire point across.

                                     GUNN
                         You mean to tell me that just because 
                         I'm a black man from the streets 
                         that you think I know how to steal a 
                         car?

               Fred looks at the ground. Guilty.

                                     GUNN (CONT'D)
                         I'm joking.
                              (beat)
                         But you shouldn't just assume that 
                         I'd know. 

               Gunn walks to Angel's car and gets in.

                                     FRED
                         Sorry.

               Gunn gets the car started pretty quickly.

                                     GUNN
                         You take Angel's car. We'll drop it 
                         off at the hotel and then get back 
                         to work.

                                     FRED
                         Right.

               Gunn gets out and lets Fred in.

                                     FRED (CONT'D)
                         See you at the hotel.

                                     GUNN
                         Bye.

               She pulls out. Gunn heads back to his truck.

               INT. ANGEL'S CAR - DAY

               Fred drives down the road. The ride is quiet. Too quiet. She 
               leans in an TURNS ON THE RADIO. After turning the channels 
               some, she settles on a news station.

                                     NEWS GUY (V.O.)
                              (from radio)
                         ...from the Santa Monica pier. Police 
                         say that they expect to have the 
                         suspect in custody by the end of the 
                         hour, and don't think he poses a
                                     (MORE)

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


                                     NEWS GUY (V.O.) (CONT'D)
                         threat.  Meanwhile, workers have 
                         almost completed clearing Pacific 
                         Coast highway where a pileup left 
                         one man dead, and twelve others 
                         injured.  Witnesses say that an empty 
                         Jeep drifted across the highway, 
                         causing the accident.

                                     WITNESS (V.O.)
                              (on radio)
                         It was the strangest thing I've ever 
                         seen. I saw a woman driving the car, 
                         but then it was just empty and the 
                         car was drifting. It was really weird.

                                     NEWS GUY (V.O.)
                         Sources tell us that the Jeep belonged 
                         to a woman named Cordelia Chase, 
                         though all attempts to contact Miss 
                         Chase have failed.

               Fred's face drops when she heard Cordelia's name. She almost 
               causes a pile-up of her own.

                                     FRED
                         Oh, God.

               She shuts off the radio and tries to get her cell phone out 
               of her pocket. She looks in the rear-view mirror and sees 
               Gunn who is wondering what's wrong.

               Finally she gets the cell phone out and speed dials him. She 
               waits for a moment for him to answer, then speaks.

                                     FRED (CONT'D)
                         Turn on the radio. Something bad's 
                         happened to Cordelia.

               EXT. ANGEL'S HOTEL - DAY

               Fred pulls up in Angel's car. She gets out and starts 
               panicking. Gunn soon arrives and hops out of his truck. He 
               goes to her.

                                     FRED
                         What are we gonna do?

                                     GUNN
                         We'll figure something out.

                                     FRED
                         How? They said she just disappeared.

                                     GUNN
                         People don't just disappear. They're 
                         taken.

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


                                     FRED
                         You think she was taken? By who? 
                         Where?

                                     GUNN
                         That's what we're gonna find out.

               EXT. PARK - DAY

               The park is like any normal park in LA, except that there is 
               a RED ENERGY in the air. Almost like a mist. The PEOPLE who 
               walk through the park seem to GLOW. It's all very surreal.

               A VORTEX opens in the air. CORDELIA FLOATS OUT of it. She 
               has a similar GLOW to her that the other people do, but 
               because she's wearing white, she is extra glowy.

               She lands on the ground and looks around.

                                     CORDELIA
                         Welcome to Bizarro World.

                                                             FADE TO BLACK:

                                      END OF ACT ONE
 
------------------------------------------------------------------------------------------------------
                                                                        12.


                                         ACT TWO

               FADE IN:

               EXT. PARK - DAY

               Right where we left off in the park with Cordy. Still with 
               the surreal look. That look will stay with Cordelia until 
               further notice.

               Cordelia looks around. She takes a few steps, wanting to 
               explore, but a little worried about it.

                                     CORDELIA
                         What is this?

                                     GUIDE (O.S.)
                         It's Patria.

               Cordelia spins around, and sees GUIDE. A tall demon who would 
               probably be all sorts of impressive colors if the red haze 
               didn't make him look red. He has that demonic evil-ness to 
               him, but at the same time, he's not so demon-y that he's 
               scary to look at. He actually has a comforting air about 
               him.

                                     CORDELIA
                         It's what? And while we're answering 
                         questions, who are you?

                                     GUIDE
                         I am your guide.

                                     CORDELIA
                         Do you have a name?

                                     GUIDE
                         You may refer to me as, Guide.

                                     CORDELIA
                         Okay, maybe we'll find a better name 
                         for you later. Now, on to the other 
                         question.

                                     GUIDE
                         This is Patria. A dimension of great 
                         demonic energy.

                                     CORDELIA
                         It looks like LA to me. Only, y'know, 
                         on a major o-zone alert day or 
                         something.

                                     GUIDE
                         What you see is what you wish. It is 
                         one of the tricks of this land.

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


               Cordelia looks around.

                                     CORDELIA
                         Okay, I think your dimension is broken 
                         or something, cause I don't see Brad 
                         Pitt anywhere.

                                     GUIDE
                         You find this humorous?

               Cordelia tries to gather herself.

                                     CORDELIA
                         Sorry, it's a nervous thing. One of 
                         the less impressive gifts from an 
                         old boyfriend.
                              (beat)
                         I'm better now. Tell me what I'm 
                         here for.

                                     GUIDE
                         This dimension was once ruled by the 
                         forces of good.

                                     CORDELIA
                         The Powers That Be?

               Guide nods.

                                     GUIDE
                         However, recent events have caused 
                         the uprising of darker forces. An 
                         invasion in which the light was dimmed 
                         and the darkness took over. That is 
                         the world you see before you. The 
                         world of deception and evil. But 
                         this poses a risk to many other 
                         dimensions. The evil forces are 
                         planning to use this world as a hub, 
                         from which they will spread and 
                         destroy countless other dimensions.

                                     CORDELIA
                         How can I help?

                                     GUIDE
                         With me as your guide, you will use 
                         your powers to help us win back this 
                         dimension.

                                     CORDELIA
                         How? I mean, exactly how? What will 
                         I have to do?

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


                                     GUIDE
                         I will show you who your enemies 
                         are, and you will destroy them with 
                         the gifts that you have been given. 
                         Do not wander off. This world is one 
                         which could deceive you easily.

                                     CORDELIA
                         You'd be surprised how hard it is to 
                         deceive me.

                                     GUIDE
                         Regardless. Do not lose track of our 
                         mission.

                                     CORDELIA
                         I won't.

               She takes a moment to think about her next question.

                                     CORDELIA (CONT'D)
                         And when this is done...
                              (beat)
                         Will I get to go home? Back to my 
                         friends? To the people I love?

                                     GUIDE
                         Our mission will be a long one. But 
                         when you have completed your tasks, 
                         the Powers may see fit to send you 
                         back to the world that you love.

                                     CORDELIA
                         Then let's kick some demon ass 
                         already.

               INT. ANGEL'S HOTEL - DAY

               No red daze here. That's just in Cordy's world.

               Fred is pacing back and forth, nervously while Gunn is 
               standing near the desk, trying to think.

                                     FRED
                         What are we gonna do? How do we even 
                         begin to find Cordelia? How do you 
                         find someone who just vanished?

                                     GUNN
                         I don't know.

                                     FRED
                         I wish Angel was here. He'd know 
                         what to do.

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


                                     GUNN
                         But he's not. That's our problem. We 
                         have to find him.

                                     FRED
                         How?
                              (beat)
                         Everything is falling apart.

               Fred sits down, trying to hold herself together.

                                     FRED (CONT'D)
                         Angel and Cordelia are missing. Lorne 
                         left. And Wesley... We're alone.

               She puts her head in her hands. Gunn goes to her and puts 
               his arm around her.

                                     GUNN
                         We'll find them. I promise.

               He goes back to thinking.

                                     GUNN (CONT'D)
                         We just have to find Conner. From 
                         there, we'll be able to find Angel.

                                     FRED
                         And what about Cordy?

                                     GUNN
                         We have to deal with one missing 
                         person at a time.

                                     FRED
                         Okay. So we find Conner first? Where?

                                     GUNN
                         I'm not sure. We have to think. Where 
                         would he go?

                                     FRED
                         The valley?

               Gunn looks at her, wondering what she is thinking.

                                     FRED (CONT'D)
                         Well, it's as close to where he grew 
                         up that I can think of around here.

               Gunn smiles at her. Thankful for the stress breaker. He's 
               about to make some really sweet comment to her, but she jumps 
               up.

                                     FRED (CONT'D)
                         I know! I mean, I think I do. At 
                         least where we can look.

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


                                     GUNN
                         Where?

                                     FRED
                         That lady's house. That redhead that 
                         Holtz used to have around all the 
                         time. Maybe Conner left after what 
                         happened with Angel. Maybe he went 
                         to find Holtz.

               Gunn hadn't thought of this, but he likes it.

                                     GUNN
                         The kid would have needed help. Food. 
                         Shelter.

                                     FRED
                         And who else would he have contact 
                         with in town?

                                     GUNN
                         Okay, so let's go find her.

               INT. CAVE - DAY

               Back with Cordy now. She and Guide are walking in the cave. 
               It's dark, but there is still the glow which kinda helps 
               them see a little. Cordelia is being extra cautious.

                                     CORDELIA
                         What exactly are we looking for here?

                                     GUIDE
                         The demon, Altham.

                                     CORDELIA
                         What kind of demon?

                                     GUIDE
                         He is a Quar'Chan.

                                     CORDELIA
                         Yeah, that's great. But I meant, 
                         what does he do? Any powers, or just 
                         usual demon strength?

                                     GUIDE
                         The Altham has the ability to defy 
                         space and time. This makes him a 
                         dangerous foe.

               There's a slight DISTORTION. Guide's words seem to DRAG ON. 
               Cordelia looks around.

                                     CORDELIA
                         I have a bad feeling about this.

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


               Out of think air, an ARM APPEARS and SLASHES Cordelia. She 
               screams in pain.

                                     CORDELIA (CONT'D)
                         Ow!

               She turns to see her enemy, but he is not there.

                                     CORDELIA (CONT'D)
                         Where is it?

                                     GUIDE
                         It does not move like you or I. It 
                         weaves it's path in and out out of 
                         our space.

                                     CORDELIA
                         And time?

                                     GUIDE
                         Yes.

                                     CORDELIA
                         Great, so I could have been slashed 
                         from five minutes from now.
                              (beat)
                         How am I supposed to stop this thing 
                         if it isn't even here?

                                     GUIDE
                         Use your instincts. Feel for the 
                         demon.

                                     CORDELIA
                         Right. Instincts.

               She closes her eyes, and the world around her GOES SILENT. 
               The only sound is that of HER BREATH. Slow. Calm.

               Then her eyes shoot open. In SLOW MOTION, the ARM REACHES 
               OUT OF A DISTORTION next to her. She moves in REAL TIME as 
               she sees it and avoids it.

               Still moving faster than the demon arm, she grabs it, and 
               pulls on it.

               The ALTHAM EXITS THE DISTORTION fully now. He is a big, dark 
               blue demon, even in the world of eternal red. Tough looking, 
               but dazed and still in slow-mo. He slams into the cave wall.

               Cordelia smiles. She extends her hand, and it BEGINS TO GLOW. 
               This time, it is just her hand, not her whole body. She is 
               beginning to get the hang of it, and control it better.

               Altham doesn't have a chance. Though he has now PULLED HIMSELF 
               OUT OF SLOW MOTION, he doesn't do it quick enough.  His chest 
               begins to GLOW. The same glow as Cordelia's hand.

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


               And in seconds, he is DISINTEGRATED. (Does this scene have 
               enough special fx for you?)

               NORMAL SPEED RESUMES. Cordelia turns to Guide.

                                     CORDELIA (CONT'D)
                         How's that for demon slayage?

                                     GUIDE
                         You did well.

                                     CORDELIA
                         Damn straight, I did well. Did you 
                         see the part where I controlled my 
                         glowy power? That right there is 
                         just talent. Plain and simple.

                                     GUIDE
                         This was but the first step in your 
                         journey. The demons you will face on 
                         this day will grow challenging. Both 
                         to your body, and mind.

                                     CORDELIA
                         You're really not the type for a 
                         victory dance, are you? All work and 
                         no play makes Guide a dull boy. Demon. 
                         Thing.
                              (beat)
                         Whatever.

                                     GUIDE
                         Shall we continue?

               Cordelia realizes that trying to get Guide to have some fun 
               might be a little much to ask at the moment. So she drops 
               it.

                                     CORDELIA
                         Sure. What's next?

                                     GUIDE
                         A demon that is powerful in the ways 
                         mind manipulation.

                                     CORDELIA
                         Great. Let me ask you something. Is 
                         there any chance that it'll be a 
                         good looking demon? Because I'm 
                         starting to realize that I'm a rare 
                         breed in the demon world. No offense.

                                     GUIDE
                         This demon has a layer of slime 
                         covering it's entire body.

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


                                     CORDELIA
                         Sounds like...

               INT. HOLTZ'S LOFT - DAY

                                     GUNN
                         ...just about the ugliest thing I've 
                         ever seen.

               Gunn and Fred are looking around Holt'z old hideout. It's 
               dark. Nobody there but them.

                                     GUNN (CONT'D)
                         You'd think that after a few months 
                         of living here, they'd have more to 
                         show for it.

               Fred notices chains on the wall.

                                     FRED
                         A few years ago, I would have thought 
                         it was weird to have chains on the 
                         wall like that. But now I think it 
                         would be strange to be in a place 
                         that didn't have them.

                                     GUNN
                         Then you should feel right at home 
                         in my place.

               She smiles back at him.

                                     FRED
                         Doesn't look like anyone's home.

                                     GUNN
                         Just be careful. These people have a 
                         way of showing up when you least 
                         expect them.

                                     JUSTINE (O.S.)
                         I don't think you have a lot to worry 
                         about.

               Gunn and Fred turn to see JUSTINE, standing in the doorway. 
               Gunn prepares for a fight.

                                     JUSTINE (CONT'D)
                         Don't worry. I'm not gonna attack.

                                     GUNN
                         You gonna save that fun for your 
                         friends?

                                     JUSTINE
                         What friends? They're all gone. Left.
                                     (MORE)

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


                                     JUSTINE (CONT'D)
                              (beat)
                         I guess they decided that maybe this 
                         whole gang thing wasn't as much fun 
                         as it sounded.

                                     GUNN
                         People can get a little disenchanted 
                         when they're betrayed by their leader. 
                         Holtz used them, and I'm guessing it 
                         didn't sit well.

               Justine can't help but smile.

                                     JUSTINE
                         Tell me about it.

                                     GUNN
                         I hear the old man skipped town. 
                         Without you. Again.

               Justine is still messed up from having killed Holtz. But 
               Gunn and Fred have no clue.

                                     JUSTINE
                         Yeah. Darn. If only he'd let me go 
                         with him.

                                     FRED
                         Do you know where he went?

                                     JUSTINE
                         Holtz? Oh, I think he decided to 
                         settle out in the country somewhere.

                                     FRED
                         We need to know where he is. We need 
                         to find Conner.

                                     JUSTINE
                         And you think I know where Steven 
                         would go?

                                     GUNN
                         If you know where Holtz is, you know 
                         where Conner is.

                                     JUSTINE
                         Trust me. Conner didn't run off to 
                         find his father. See, when I said 
                         that he settled out in the country, 
                         I meant that he was there for keeps. 
                         Dead.

               This is the first that Gunn or Fred has heard of this.

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


                                     FRED
                         What?

                                     JUSTINE
                         Yeah. Strange, isn't it?
                              (beat)
                         And when Steven found out that your 
                         friend drained his father, he wasn't 
                         too happy.

                                     GUNN
                         What are you talking about?

                                     FRED
                         Angel would never have done that.

                                     JUSTINE
                         Yeah, but Conner... Steven... John 
                         Franklin Thomas, or whatever the 
                         hell his name is these days, he didn't 
                         know that Angel was out of the killing 
                         game.

                                     GUNN
                         Holtz's final blow to Angel. Frame 
                         Angel for his own death so that Conner 
                         would get pissed.

                                     JUSTINE
                         That was the plan.

                                     FRED
                         What did Conner do? Where's Angel?

               EXT. BEACH/UNDER BOARDWALK - DAY

               Cordelia and Guide walk along the beach. There are a lot of 
               PEOPLE at the beach, but none of them seem to even notice 
               Cordelia or her demon friend.

                                     CORDELIA
                         So where are we going exactly? I 
                         love the beach as much as the next 
                         person, but I didn't bring my sun 
                         block.

                                     GUIDE
                         We are almost there.

                                     CORDELIA
                         Oh. Good.
                              (beat)
                         So is this my life now? Going around 
                         from demon to demon, making with the 
                         glow action?

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


                                     GUIDE
                         It is your calling.

                                     CORDELIA
                         Hey, no complaints from me. I'm all 
                         for killing bad guys. I was just 
                         wondering if we got lunch breaks, or 
                         a change of clothes or something.

                                     GUIDE
                         You do not need rest on this plain. 
                         Nor food. Nor water.

                                     CORDELIA
                         Oh.

               Cordy isn't sure what to think of this. She wants to help, 
               but she kinda enjoyed the simple pleasures like eating and 
               sleeping.

                                     CORDELIA (CONT'D)
                         Are we there yet?

                                     GUIDE
                         Almost.

               Guide leads her under the boardwalk. Cordy has to bend over 
               to fit under it.

                                     CORDELIA
                         Please tell me that you don't expect 
                         me to battle a demon while I'm hunched 
                         over like this.

               As Guide leads her, the ground lowers a little, making it 
               possible to stand straight. There is a camp fire burning on 
               the ground.

                                     GUIDE
                         It is nearby. Keep your eyes open.

               Cordelia looks around.

                                     CORDELIA
                         So you say that this demon can mess 
                         with my mind.

                                     GUIDE
                         Like so many in this realm.

                                     CORDELIA
                         Right.

                                     CORDELIA (V.O.) (CONT'D)
                              (not Cordelia at all)
                         So you're telling me that I'm about 
                         to die a horrible, bloody death then?

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


                                     CORDELIA (CONT'D)
                              (confused)
                         Hey! I didn't say that.

               From the shadows, a demon, POTH (he has lots of horns and a      *
               few feathers), jumps out. He does all sorts of neat looking 
               flips and moves. Very impressive.

                                     POTH
                         Prepare.

               All around the area, a DOZEN MORE POTHS APPEAR. Cordelia 
               looks around.

                                     CORDELIA
                         This isn't a good thing.

                                     GUIDE
                         Remain calm. They are but figments, 
                         created by the demon.

                                     CORDELIA
                         That doesn't help me.

               The demons move around, preparing to attack. Cordelia is 
               getting confused.

                                     CORDELIA (CONT'D)
                         Which one is he?

                                     GUIDE
                         Focus.

                                     CORDELIA
                         Screw the focusing. Just tell me 
                         which one he is!

               All at once, the demons jump at Cordelia. She screams.

               INT. HOLTZ'S LOFT - DAY

               Gunn and Fred are standing over Justine, who is sitting in a 
               chair now. Probably not a choice she made on her own.

                                     FRED
                         Tell us what Conner did to Angel!

                                     JUSTINE
                         It wouldn't help you if I did.

                                     GUNN
                         Why don't you give it a shot? Just 
                         incase.

               Justine doesn't want to spill. Some weird loyalty to Holtz 
               holds her back. This was his will and she plans to see it 
               through.

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


                                     FRED
                         If you don't tell us what happened 
                         to Angel, we'll tell the police about 
                         you killing Holtz.

                                     JUSTINE
                         And what do you think that would do?
                              (beat)
                         Tell them that I killed a man that 
                         they have no record of, and expect 
                         them to take your word for it when 
                         they don't have a body?

               Fred is stumped.

                                     GUNN
                         How about this? You tell us what 
                         happened to Angel, or we'll kick 
                         your ass from here to Mexico.

               Justine looks up at Gunn defiantly.

                                     JUSTINE
                         Do you think that would work?

                                     FRED
                         I feel so sorry for you.

               Justine looks at Fred as though Fred just slapped her in the 
               face.

                                     FRED (CONT'D)
                         Holtz used you, and you know it. He 
                         never cared about you.

                                     JUSTINE
                         He did.

                                     FRED
                         Really? Then why is it that when he 
                         decided to take Conner to that other 
                         dimension, he didn't even look back?
                              (beat)
                         He didn't, did he? He didn't show 
                         any sign of caring at all.

                                     JUSTINE
                         Shut up.

                                     FRED
                         Did he even tell Conner that you 
                         existed?

               Justine is reluctantly taking this in. She stands up, about 
               ready to punch Fred in the face, but Gunn pushes her back 
               down into the seat.

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


                                     GUNN
                         Sit down.

                                     FRED
                         He never loved you. He used you. 
                         Just like he used everyone else that 
                         used to live here. You lost someone, 
                         didn't you?

               Justine shifts around in her seat. Weakening.

                                     FRED (CONT'D)
                         You lost someone you loved, and Holtz 
                         knew about it. Knew that a vampire 
                         killed that person. Knew that you 
                         would do everything in your power to 
                         help him kill Angel.

                                     JUSTINE
                         He's a vampire. He deserves to die.

                                     FRED
                         But then you found yourself falling 
                         for him. Right? So strong. So 
                         powerful.
                              (beat)
                         And he knew it. He knew that you 
                         would do anything for him. Kidnap a 
                         baby. Slit a man's throat.

               Justine doesn't like the memory of slitting Wesley's throat. 
               She tries to hold it back, but can't. Fred notices this.

                                     FRED (CONT'D)
                         What did it feel like? Running the 
                         knife across his neck like that? Was 
                         it fun? Watching the blood pour out, 
                         and watching him slump to the ground. 
                         Did you enjoy it?

               Gunn has to look away for a second. He's not liking the mental 
               image either. Fred is staying on her path though.

                                     FRED (CONT'D)
                         You never signed on to kill a human, 
                         did you?

                                     JUSTINE
                         He was helping Angel.

                                     FRED
                         Is that how you justify it for 
                         yourself? Is that how you sleep at 
                         night? You know that Holtz lied to 
                         you. Used you. And yet you still 
                         stick up for him.
                                     (MORE)

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


                                     FRED (CONT'D)
                         You're still his pawn. Even when 
                         he's dead, he manages to use you.

                                     JUSTINE
                         He wasn't...

               Justine can't even finish that sentence. She knows it's not 
               true.

                                     FRED
                         Just tell us what happened to Angel.

               Justine isn't ready to spill. She looks up at Fred, showing 
               that she won't be fooled that easily. But we can tell that 
               she's wearing down.

               EXT. ROOFTOP - DAY

               Cordelia and Guide are now on top of a restaurant. Not a 
               tall building at all. Cordelia is brushing herself off.

                                     CORDELIA
                         I think I have sand in every part of 
                         my body. Are you sure we don't get 
                         showers here?

                                     GUIDE
                         Pay attention.

               Cordy stops brushing herself off.

                                     CORDELIA
                         Okay. So what am I supposed to be 
                         looking at?

                                     GUIDE
                         Your next opponent will soon reveal 
                         himself.

               She looks down at the street below. Watching PEOPLE walk by. 
               Trying to remember that they aren't really people.

                                     CORDELIA
                         So what's with this demon? What's 
                         his game?

                                     GUIDE
                         Like the last demon we faced, this 
                         one will play tricks on your mind. 
                         He will try to get you to back down, 
                         but you must not. His power is strong, 
                         but you must not buy into his lies.

                                     CORDELIA
                         Okay. So what does he look like?

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


                                     GUIDE
                         He will appear to you as a normal 
                         human. The image that he thinks will 
                         prevent you from killing him.

                                     CORDELIA
                         Yeah. Cause I'm just that slow. As 
                         if I haven't caught onto this world 
                         by now.

                                     GUIDE
                         He is nearing. Watch.

               Guide points to the building across the street. A bookstore. 
               Cordelia watches. Focusing.

                                     CORDELIA
                         I don't see anything. How am I 
                         supposed to tell which one it is?

                                     GUIDE
                         There. That one.

               Cordelia looks where Guide points. Her face drops. Confusion.

               CORDELIA'S POV

               The bookstore. A MAN is holding the door open for a WOMAN in 
               a wheelchair. When he turns around, we see his face. It's 
               WESLEY.

                                                            FADE TO BLACK :

                                      END OF ACT TWO
 
------------------------------------------------------------------------------------------------------
                                                                        28.


                                        ACT THREE

               FADE IN:

               INT. HOLTZ'S LOFT - DAY

               Justine is in her chair. Not really moving much. Not looking 
               at Fred or Gunn. She's just about broken. Fred leans in close.

                                     FRED
                         Tell me what you did with my friend. 
                         Tell me, or this will only get worse 
                         for you.

               Gunn stands back and admires his lady at work. A new side to 
               her.

                                     FRED (CONT'D)
                         Tell me.

                                     JUSTINE
                              (weak)
                         It won't help.

                                     FRED
                         Let me be the judge of that.

                                     JUSTINE
                         He's...

               She stops. Still not wanting to talk.

                                     FRED
                         Give it up.

               Justine looks at her.

                                     JUSTINE
                         We dumped him.

                                     FRED
                         What do you mean, you dumped him?

                                     JUSTINE
                         I mean, we locked him in a metal 
                         coffin, welded it shut, and dumped 
                         him into the ocean. Your friend is 
                         on the bottom of the ocean by now.

                                     GUNN
                         What?

               Fred's strong attitude fades quickly. The breath knocked out 
               of her.

                                     FRED
                         You dumped him in the ocean?

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


                                     JUSTINE
                         He deserved it. For what he's done.

               Gunn is angry now.

                                     GUNN
                         Angel didn't do those things. He 
                         isn't the same as the vampire that 
                         took him over.

                                     JUSTINE
                         Is that how you sleep at night? By 
                         telling yourself that?

                                     GUNN
                         When someone it turned into a vamp, 
                         they lose their soul. A demon takes 
                         over. When his soul was restored, it 
                         was the original him, not the demon.

               Gunn has had issues with this. And this is what he has to 
               keep telling himself. He just doesn't usually say it out 
               loud.

                                     JUSTINE
                         That sounded a little rehearsed.

                                     FRED
                         Shut up.

                                     GUNN
                         Where did you dump him?

               Justine isn't talking. Gunn grabs her.

                                     GUNN (CONT'D)
                         Where?!

               He lets go, not wanting to do something that he'll regret.

                                     FRED
                         You're only causing more trouble for 
                         yourself by not telling us.

                                     JUSTINE
                         And what are you gonna do to me? 
                         You're the high and mighty ones, 
                         remember?

               Fred looks back at the chains on the wall. Her usual innocent 
               look is nowhere to be seen. She's serious now.

                                     FRED
                         Wanna try me?

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


               EXT. ROOFTOP - DAY

               Cordelia and Guide are still watching Wesley who has taken a 
               seat on a bench. He's not looking at anything in particular. 
               He's in his own world. Dirty. Worn.

                                     GUIDE
                         It's not your friend, Cordelia.

                                     CORDELIA
                         But it looks like him.
                              (beat)
                         I mean, aside from the dirt and grime 
                         and stuff.

                                     GUIDE
                         That is but an image. Created by the 
                         demon to save itself. It knows you 
                         are nearby. And it knows that you 
                         won't kill that image.

                                     CORDELIA
                         Trust me. When it comes to people I 
                         don't want to kill, Wesley isn't 
                         really on the top of the list.

               She walks away from the edge of the roof, thinking. Guide 
               turns to her.

                                     GUIDE
                         You are hesitating.

                                     CORDELIA
                         Yeah, well. You try glow-frying the 
                         image of a person you've known for a 
                         long time and once daydreamed about 
                         naked.
                              (beat)
                         Great, now I have that mental image 
                         and it's not nearly as pleasant as 
                         it used to be.

                                     GUIDE
                         You were lying when you said that 
                         you wanted to kill him.

               Cordelia looks at Guide. She doesn't want to reply.

                                     GUIDE (CONT'D)
                         That is not your friend.

                                     CORDELIA
                         Just give me a minute, okay?

                                     GUIDE
                         You are not ready for this task.

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


                                     CORDELIA
                         I'm just not really used to this 
                         place yet. It's all strange and 
                         confusing. And the red is really 
                         starting to get to me. I'm seeing 
                         big green spots everywhere I look.

                                     GUIDE
                         We will find another demon for you 
                         to slay if that is what you wish.

               Cordelia thinks about it.

                                     CORDELIA
                         No. No, I'll do this. I have to.

               She builds up her nerve. Slowly, she walks to the edge of 
               the rooftop. She looks down at Wesley. Extends her hand. 
               Swallows hard.

                                     GUIDE
                         Simply follow your instincts.

               Cordelia begins to focus. Her face tells us that she isn't 
               really wanting to do this. But she feels she must. It's her 
               duty.

                                     CORDELIA
                              (to herself)
                         It's not Wesley.

               Her hand BEGINS TO GLOW. She stands there for a moment, in 
               that pose. Ready to fire her powers. But she weakens. She 
               can't bring herself to do it. Even if this isn't Wesley, it 
               would be weird for her to kill something that wore his face. 
               Especially from a distance like this. She drops her hand.

                                     CORDELIA (CONT'D)
                         I can't.

               She looks at Guide, feeling as though she's let down 
               everything that matters.

                                     CORDELIA (CONT'D)
                         I'm sorry, I just can't do it.

               Guide looks at her carefully.

                                     GUIDE
                         This has been a hard day. We will 
                         return to this once you have found 
                         your footing on this world.

                                     CORDELIA
                         Thank you.

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


               Cordelia looks back at Wesley. Still sitting. She's so 
               confused by this whole mess.

               EXT. HOLTZ'S LOFT - DAY

               Fred and Gunn walk out. Fred jams a piece of paper into her 
               pocket. The information, we can assume. Gunn stops Fred from 
               continuing to his truck. He looks at her.

                                     GUNN
                         Can I just say right now that what 
                         you did back there was just scary, 
                         freaky, and kinda hot?

                                     FRED
                              (proud)
                         I was kinda tough, wasn't I? It's 
                         just been a long day. People keep 
                         going away, and I don't like it. I 
                         won't let someone take my friends 
                         away like that.

                                     GUNN
                         Yeah, I got that point. Remind me to 
                         never piss you off.

                                     FRED
                         You mean, like breaking up with me 
                         and saying mean things to me in the 
                         most crowded area you could possibly 
                         find?

               Gunn winces.

                                     GUNN
                         I forgot about that.

               Fred goes back to business.

                                     FRED
                         So we have the general idea of where 
                         Angel was dumped. What do we do now?

                                     GUNN
                         I guess we should rent a boat, right? 
                         And some equipment.

                                     FRED
                         Yeah, but we can't get started on 
                         his rescue too soon.

               Gunn's confused.

                                     GUNN
                         Why not?

               Fred looks up at the sky.

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


                                     FRED
                         I think he might get a little upset 
                         if we drag him out of the water, 
                         into the bright and sunny day.

                                     GUNN
                         Okay, another good point. What time 
                         is it?

               Fred looks at her watch.

                                     FRED
                         Only two o'clock.

                                     GUNN
                         I hate getting up early. It throws 
                         off the whole day.

                                     FRED
                         Okay, so we'll take care of getting 
                         everything worked out, and then we'll 
                         check Cordy's place. Maybe there's a 
                         clue there or something.

                                     GUNN
                         Sounds like a plan. Let's go.

               They start walking back to the truck. As they walk, Gunn 
               tries to regain some of his tough-guy attitude.

                                     GUNN (CONT'D)
                         Y'know, I'd have gotten all tough 
                         with the lady too. But I really 
                         couldn't do much with her. It's all 
                         outlined in the guy code.

                                     FRED
                         I'll have to buy a copy next time 
                         I'm at the bookstore.

               EXT. STREET - DAY

               Cordelia and Guide walk down the street together as PEOPLE 
               walk right past them, not even noticing them. Cordelia is 
               still getting used to this. She dodges people, trying not to 
               bump into them. Guide just walks on a straight path, and the 
               people seem to avoid him, even though they don't see him.

                                     CORDELIA
                         How do you do that?

                                     GUIDE
                         Do what?

                                     CORDELIA
                         That.
                                     (MORE)

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


                                     CORDELIA (CONT'D)
                         The thing where people don't run 
                         into you.  Here I am, avoiding like 
                         crazy, and you just walk in a straight 
                         line.

                                     GUIDE
                         Once you learn the flow of this world, 
                         you will be able to do the same.

                                     CORDELIA
                         Really?

                                     GUIDE
                         You could have done the same on your 
                         world, before you were a demon.

                                     CORDELIA
                         How?

                                     GUIDE
                         The flow. The natural order of things.

                                     CORDELIA
                         You sound like the instruction manual 
                         to my VCR.
                              (beat)
                         Which, since I'm guessing you don't 
                         own a VCR, means that I have no clue 
                         what you're saying.

                                     GUIDE
                         Nature has a path that we all must 
                         follow. Like a record on one of your 
                         record players. The needle must follow 
                         the groove in order to make the music. 
                         But if you can find the right groove, 
                         you can choose your own music.

                                     CORDELIA
                         Okay, with this much groove talk, 
                         I'm starting to feel like Stella. 
                         But aside from that, you kinda make 
                         sense.

               Cordelia looks around, thinking about the idea he presented 
               to her.

                                     GUIDE
                         Before this, you didn't know where 
                         your groove was. Where your path was 
                         supposed to lead.

                                     CORDELIA
                         Yeah. You could say that.

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


                                     GUIDE
                         But now you know. You were meant to 
                         be here.

               She looks at him and smiles.

                                     CORDELIA
                         Fighting the good fight.

                                     GUIDE
                         Fulfilling your destiny.

                                     CORDELIA
                         I never even knew that I had one of 
                         those.

                                     GUIDE
                         Every being does. We all have a path 
                         that we are supposed to take. We 
                         just have to allow ourselves to accept 
                         that.

                                     CORDELIA
                         I guess there really wasn't a way 
                         for me to guess what mine was, huh?

                                     GUIDE
                         But you were open to it. That is 
                         what matters. You allowed yourself 
                         to be who you were meant to be.

                                     CORDELIA
                         I get that.

               She thinks for a moment. Then stops Guide in his path.

                                     CORDELIA (CONT'D)
                         Hey. Why don't we go slay a demon?

                                     GUIDE
                         Are you able?

                                     CORDELIA
                         Not only that, but I'm also ready 
                         and willing.
                              (beat)
                         It's what I was meant to do. So it's 
                         about time I got off my ass and did 
                         it.

               They turn around.

               EXT. DOCKS - DAY

               Gunn and Fred walk down the dock together. Gunn looks up in 
               the sky.

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


                                     GUNN
                         I guess we have a few hours left 
                         before we can get Angel.  We should 
                         head over to Cordy's and see what we 
                         can find.

                                     FRED
                         Yeah. We'll come back here just before 
                         dark. Are you sure you know how to 
                         work that blow torch thing?

                                     GUNN
                         I did a lot of work on my truck.

                                     FRED
                         Oh. Right.

               They walk a bit more. Fred isn't really sure how to ask the 
               next question.

                                     FRED (CONT'D)
                         So do you think we'll find him?

                                     GUNN
                         We have all that equipment. We should 
                         be able to.

                                     FRED
                         I know. But it's a big ocean. We 
                         don't know exactly...

               Gunn stops walking and turns her around so he can look her 
               in the eyes.

                                     GUNN
                         We won't give up until we find him. 
                         Cordy too. I don't care how long it 
                         takes.

                                     FRED
                         I just don't know what we'd do without 
                         them.

                                     GUNN
                         Hey. What happened to the girl who 
                         was kicking butt a while ago?

                                     FRED
                         She woke up and realized that she 
                         wasn't Xena.

                                     GUNN
                         If we have to, we'll find a mystical 
                         way to find Angel. We know people 
                         who can do that, don't we?

               Fred looks at him questioningly.

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


                                     GUNN (CONT'D)
                         Okay, Angel, Cordy, Wes and Lorne 
                         know people who can do that. But if 
                         we have to, we can find someone.

                                     FRED
                         If we have to, maybe we could go 
                         to...

                                     GUNN
                         No. Wesley told us never to go back 
                         there.

                                     FRED
                         But it's Angel.

                                     GUNN
                         You mean the guy that he betrayed, 
                         and whose son he kidnapped?

                                     FRED
                         Okay, when you put it that way, it 
                         sounds different than it did in my 
                         head.

                                     GUNN
                         I'm sure it won't come to that anyway. 
                         Some things can be done without 
                         spells. All we need is the right 
                         computer equipment, and we have the 
                         best expert in town on computers 
                         already.

               Fred smiles.

                                     FRED
                         Actually, David Nabbit is probably 
                         smarter than me. But I don't think 
                         we could get him.

               Gunn smiles and puts his arm around her. They continue 
               walking.

                                     GUNN
                         Actually, I do kinda know him.

                                     FRED
                         You do?

                                     GUNN
                         Yeah.

                                     FRED
                         What's he like in person?

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


                                     GUNN
                         He's... everything you'd expect from 
                         a person in his business.

               INT. WESLEY'S APARTMENT - DAY

               RED HAZE. This is Cordelia's world.

               Wesley sits on his couch, reading an old looking book. He 
               rubs his neck, which is still healing.

               Cordelia and Guide WALK THROUGH HIS DOOR. He doesn't see 
               them. Cordelia looks at Wesley.

                                     CORDELIA
                         He does look like him.

                                     GUIDE
                         Keep on your path.

                                     CORDELIA
                         I know. I'm just saying.

               She walks around the room until she's standing in front of 
               Wesley. He still doesn't see her.

                                     CORDELIA (CONT'D)
                         Why can't he see me?

                                     GUIDE
                         Do not get too close. It might be a 
                         trick.

                                     CORDELIA
                         Why is he just sitting there? This 
                         doesn't make sense.

                                     GUIDE
                         It is pretending. Stay back.

               Cordelia looks back to Guide and then takes a step back. 
               She's still a little confused though.

               As she steps back, she trips over a table. Though she quickly 
               recovers, this causes Wesley to look up.

                                     GUIDE (CONT'D)
                         Kill it. Now!

               Cordelia holds out her hand. Wesley stands up, trying to 
               figure out what just caused his table to jump. Her HAND BEGINS 
               TO GLOW.

                                     GUIDE (CONT'D)
                         Do it now. Before it's too late.

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


                                     CORDELIA
                         I'm going!

                                     WESLEY
                         Who's there?

               Hearing his voice doesn't make this easier on Cordy.

                                     WESLEY (CONT'D)
                         I know something is in here. Show 
                         yourself.

               Cordelia freezes.

                                     CORDELIA
                         He really can't see me.

                                     GUIDE
                         Kill the demon now.

               Cordelia puts her hand down. It KEEPS GLOWING though. She 
               turns to Guide.

                                     CORDELIA
                         This doesn't make sense. Any of it.

                                     GUIDE
                         If you don't kill this demon, it 
                         will kill both of us.

                                     CORDELIA
                         How? What's it gonna do to us?

                                     GUIDE
                         I've told you the powers that the 
                         beast has.

                                     CORDELIA
                         Yeah, and yet it's not using any of 
                         them.

               He confusion grows as it all starts to fit together in her 
               mind.

                                     CORDELIA (CONT'D)
                         None of this makes sense. What exactly 
                         did I do to deserve this "higher 
                         being" status? I mean, I know I 
                         vacationed pretty hard, but no more 
                         than anyone else would in my shoes.

                                     GUIDE
                         It is playing tricks on your mind.

                                     CORDELIA
                         Yeah, I'm starting to get that.

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


                                     GUIDE
                         Kill it, Cordelia. Kill it now.

                                     CORDELIA
                         One demon death, coming right up.

               She raises her hand, and a BALL OF LIGHT SHOOTS FROM IT. It 
               hits Guide in the chest and sends him flying back into the 
               wall.

               The RED HAZE FLICKERS. Wesley sees Cordelia and Guide, but 
               only for a moment.

                                     WESLEY
                         Cordelia?

               Guide gets back up. The HAZE IS BACK TO NORMAL.

                                     GUIDE
                         You will regret that.

                                     CORDELIA
                         I have a lot of regrets in my life. 
                         My homecoming dress. My first 
                         apartment. This haircut. But somehow, 
                         I don't think killing you will be 
                         one of them.

               Guide's EYES GLOW. TEN MORE GUIDES APPEAR all around the 
               room. Cordelia takes in the site as the Guides all move around 
               and it all gets confusing.

                                     CORDELIA (CONT'D)
                         Fool me once, shame on you.

               HER WHOLE BODY BEGINS TO GLOW.

                                     CORDELIA (CONT'D)
                         Fool me twice...

               ALL OF THE GUIDE DOUBLES VANISH, leaving only one.

                                     CORDELIA (CONT'D)
                         Shame on me.

               The RED HAZE VANISHES. Wesley takes in the sight of Cordelia 
               and the demon.

                                                             FADE TO BLACK:

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


                                         ACT FOUR

               INT. WESLEY'S APARTMENT - DAY

               Where we left off. Wesley taking in the sight. Cordelia and 
               Guide staring each other down.

                                     WESLEY
                         What are you doing here?

               Cordelia doesn't respond. She's focused on Guide right now.

                                     GUIDE
                         You shouldn't have done that.

                                     CORDELIA
                         What are you gonna do? Red haze me 
                         to death?

                                     GUIDE
                         You have no idea what kind of powers 
                         you are facing.

                                     CORDELIA
                         And oddly enough, I don't care.

               She SHOOTS A BALL OF LIGHT AT HIM. It hits him with a jolt, 
               but nothing close to what she was hoping for.

               GUIDE VANISHES. Cordelia looks around.

                                     WESLEY
                         Where'd he go?

               They both get ready for anything.

               GUIDE REAPPEARS IN FRONT OF CORDELIA, and knocks her to the 
               ground. Wesley grabs a knife off of a table and jumps at 
               Guide.

               He and Guide struggle a little, but Guide overpowers him. He 
               tosses Wes to the ground. The knife is dropped.

               Cordelia gets back up. She SHOOTS ANOTHER BALL OF LIGHT at 
               Guide. He is jolted again. But not thrown back.

               He looks at Cordelia. Rage growing inside of him.

                                     GUIDE
                         You will die now.

               He charges at Cordelia. But before he can reach her, Wesley 
               grabs Guide's leg and twists it, causing Guide to fall to 
               the ground. Guide looks back at Wesley, and then VANISHES.

               He REAPPEARS on his feet, beind Wesley.

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


                                     CORDELIA
                         Look out!

               Wes turns and sees Guide behind him. Cordelia SHOOTS ANOTHER 
               GLOW BALL at Guide, jolting him long enough for Wes to stand 
               up and prepare to fight more. He tries to throw a punch at 
               Guide, but he is easily swatted back to the ground.

               Wes grabs the knife off of the floor and quickly throws it 
               at Guide, hitting him in the neck and sticking in there. 
               Guide goes down.

               Cordelia goes to Wesley and helps him up. He's hurt, but not 
               too badly. 

               She looks down at Guide.

                                     CORDELIA (CONT'D)
                         Is he dead?

               Wes walks to Guide, pulls the knife out, and drives it into 
               Guide's chest as hard as he can.

                                     WESLEY
                         He is now.

               Cordelia and Wesley look at each other at the same time. 
               Suddenly, all of their issues flood back, and neither one 
               knows what to say.

               EXT. BOAT - NIGHT

               Gunn and Fred are on their way to the area Justine told them 
               about. Neither of them looks happy. Fred has her laptop in 
               front of her, keeping track of their location. Other gadgets 
               are around them. Fancy hi-tech things that would help them 
               find a big metal box underwater.

                                     FRED
                         Dennis seemed so sad. Do you think 
                         he'll be okay?

                                     GUNN
                         I don't see him killing himself 
                         anytime soon.

                                     FRED
                         Oh. Right.

                                     GUNN
                         'Sides, we'll be getting Cordy back 
                         soon enough. After we get Angel, 
                         we'll get her.

                                     FRED
                         If we can find a clue to go on.

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


                                     GUNN
                         We will.
                              (beat)
                         And if not, we'll find someone for 
                         you to beat up until they tell us 
                         where she is.

               She smiles at him.

                                     FRED
                              (checking her computer)
                         We're almost there.

               Gunn slows the boat down. Fred looks at some of the other 
               instruments.

                                     FRED (CONT'D)
                         Keep moving around this area. I'll 
                         let you know if I see anything.
                              (beat)
                         Just go slowly. I don't wanna miss 
                         him.

               EXT. DUME POINT - NIGHT

               Cordelia is wandering. She's been walking for a while now. 
               She just doesn't know where to go or what to think.

               She finds herself here. Where she was supposed to meet Angel. 
               She looks out at the water. After taking in the sight for a 
               moment, she sits on the ground.

                                     CORDELIA
                         God, my life is messed up.

               She puts her head in her hands. She stays like this for a 
               long beat. But then something happens.

               She looks up. Her EYES GLOW.

                                     CORDELIA (CONT'D)
                         Okay. What's going on?

               She stands up. The GLOW SPREADS TO THE REST OF HER BODY.

                                     CORDELIA (CONT'D)
                         Stop it!

               She BEGINS TO FLOAT.

               EXT. BOAT - NIGHT

               Gunn and Fred have been at this a while by this time. They're 
               getting tired.

                                     GUNN
                         Anything yet?

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


                                     FRED
                         Not yet.

                                     GUNN
                         You sure this is the right place?

                                     FRED
                         This is where she told us to come.
                              (beat)
                         I'm just not sure if she was telling 
                         the truth.

                                     GUNN
                         If she wasn't, she's a lot braver 
                         than I am.

                                     FRED
                         I still can't believe Conner would 
                         do this to Angel.

                                     GUNN
                         After the way Holtz set it up, I 
                         don't blame the kid.
                              (beat)
                         Still gonna kick his ass when I see 
                         him, but I don't really blame him.

                                     FRED
                         I just wish things would go back to 
                         how they were before.

                                     GUNN
                         Things'll work out. Just give it 
                         some time.

                                     FRED
                         I guess. But...

               She stops. Noticing something.

                                     FRED (CONT'D)
                         Stop. Stop the boat.

               Gunn shuts off the engines.

                                     GUNN
                         You spot something?

                                     FRED
                         Look.

               Gunn starts to look at her computer, but then realizes that 
               she's not. She's looking at the water. He turns his attention 
               to the water.

               THE WATER

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


               There's a GLOW under the water. Bubbles start to rise from 
               the glow.

                                     GUNN
                         What's going on?

                                     FRED
                         Cordelia.

                                     GUNN
                         Huh?

               And surely enough, a GLOWING CORDELIA rises out of the water. 
               But she's NOT WET. Trailing behind her is Angel's metal box.

               Both of them float over to the boat and land there. The 
               GLOWING STOPS.

                                     FRED
                         Cordelia?

               She takes a moment, and then looks into the box.

                                     FRED (CONT'D)
                         Angel?

               ANGEL is in the box. Wet but otherwise doing pretty well.

                                     ANGEL
                         Can someone get me out of here?

               INT. ANGEL'S HOTEL - LOBBY - NIGHT

               Angel and Fred are sitting on the couch. Relaxing after a 
               hard day.

                                     FRED
                         So what are you gonna do?

                                     ANGEL
                         I'm thinking I'll probably spend the 
                         next month trying to get the water 
                         out of my ears.

                                     FRED
                         Actually, I was talking about Conner.

                                     ANGEL
                         Oh.

               He thinks about it for a second.

                                     ANGEL (CONT'D)
                         I guess I'll find him and tell him 
                         the truth.

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


                                     FRED
                         You think he'll believe you?

                                     ANGEL
                         I don't know. I hope so.

               There's a pause as they both try to think this through.

                                     ANGEL (CONT'D)
                         Is it true that you beat up a woman?

                                     FRED
                         I didn't beat her. I just used the 
                         power of reasoning with her.

               Gunn and Cordelia walk into the room, each holding two drinks. 
               Gunn has soda for himself and Fred. Cordelia has water for 
               herself and a glass of blood for Angel. Gunn picks up on the 
               conversation.

                                     GUNN
                         Believe me. You do not want to get 
                         on this girl's bad side if that's 
                         her idea of reasoning.

               They hand out the drinks.

                                     CORDELIA
                              (to Angel)
                         I thought you might be hungry.

                                     ANGEL
                         Thanks.

                                     CORDELIA
                         This has been a weird day.

               She and Gunn sit down too.

                                     FRED
                         Tell me about it.

                                     CORDELIA
                         I still can't believe I was so stupid.

                                     ANGEL
                         You're not stupid.

                                     CORDELIA
                         No? How many other people do you 
                         know that have been tricked by evil 
                         forces like that? I could have 
                         killed... someone.

                                     GUNN
                         You never said how you found this 
                         demon guy out and killed him.

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


               Cordelia thinks before she speaks. She's not sure what to 
               say.

                                     CORDELIA
                         Oh. You know how it goes. They slip 
                         up. You kill them. It's not that big 
                         of a story.

                                     ANGEL
                         The important thing is that it all 
                         worked out okay in the end, right?

                                     FRED
                         Aside from the whole car accident 
                         thing. And the fact that Conner still 
                         thinks that you killed Holtz and 
                         when he finds out that you're still 
                         alive, he's gonna come out here to 
                         kill you.

                                     ANGEL
                         Yeah, but aside from that stuff.

                                     CORDELIA
                         Car accident! I forgot about that.
                              (beat)
                         You think I'm gonna be in trouble 
                         for that? I don't suppose they'd buy 
                         a story about a demon coming, stopping 
                         time, and me rising into the heavens 
                         on a beam of light?

                                     FRED
                         Somehow, I doubt it.

                                     GUNN
                         Just tell them it was stolen. Might 
                         be a lie, but it's not like you're 
                         actually to blame, right?

                                     CORDELIA
                         I'm so gonna kill Skip the next time 
                         I see him.
                              (beat)
                         If that was Skip. Which, I guess it 
                         probably wasn't, come to think of 
                         it, since he's a good guy and all.

               She turns serious. The point is finally sinking in. 

                                     CORDELIA (CONT'D)
                         A person is dead because I'm a ditz. 

                                     ANGEL
                         You can't go on blaming yourself for 
                         what a demon did.
                                     (MORE)

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


                                     ANGEL (CONT'D)
                         You didn't stop time, or cause the 
                         wreck. You were a victim of this 
                         too.

                                     CORDELIA
                         Yeah. Says the guy who is eternally 
                         cursed to feel bad for the murders 
                         of hundreds of people that a demon 
                         committed while living inside his 
                         body.

               Angel looks down. 

                                     ANGEL
                              (mumbled)
                         Thousands.

                                     CORDELIA
                         What?

                                     ANGEL
                         Thousands. You said hundreds. It was 
                         thousands.

                                     CORDELIA
                         Oh.

                                     ANGEL
                         But it's different with you.

               Cordelia takes a deep breath.

                                     CORDELIA
                         I guess. But part of me just can't 
                         let go of it.

                                     FRED
                         Give it time.

               There's some silence. What else is there to say?

                                     GUNN
                         It's been a long day. Who's up for 
                         some sleep?

               Fred looks to Cordelia to see if she's okay. Cordy gives her 
               a nod. Fred gives a comforting smile as she stands up.

                                     FRED
                         I could sleep for a week.

               She grabs Gunn's hand and pulls him along.

                                     GUNN
                         But I'm not tired.

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


                                     FRED
                         Yes you are.

               Gunn gives in and turns back to Angel and Cordy.

                                     GUNN
                         G'night... I guess. 

               He and Fred head upstairs. Angel and Cordelia are left alone.

                                     ANGEL
                         You've had a rough day. You should 
                         get some sleep.

                                     CORDELIA
                         I don't know. I guess I'll probably 
                         take off in a few minutes.
                              (beat)
                         You gonna rest up too?

                                     ANGEL
                         I spent a good part of the day 
                         sleeping.

                                     CORDELIA
                         Oh.

                                     ANGEL
                         Yeah, it's pretty quiet down there. 
                         Not much to do.

                                     CORDELIA
                         Must be relaxing to be trapped in a 
                         metal box and tossed into the ocean 
                         if you don't have to breath.

                                     ANGEL
                         I wouldn't want to live there.

                                     CORDELIA
                         Yeah. I guess salt and fish... all 
                         sorts of plants and stuff.

               It's all just uncomfortable small talk. Awkward. Angel decides 
               to cut to the chase.

                                     ANGEL
                         We were gonna meet up there.

                                     CORDELIA
                         Yeah. I remember.

               There's another pause.

                                     ANGEL
                         So what do we do now?

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


                                     CORDELIA
                         I'm not sure.

               She looks at him.

                                     ANGEL
                         Do we pick up where we left off?

                                     CORDELIA
                         I don't know.
                              (beat)
                         It's been a long day.

                                     ANGEL
                         Yeah.

                                     CORDELIA
                         I think I'm just gonna go home and 
                         sleep.

               Neither one of them is sure what to think right now.

                                     ANGEL
                         That's probably for the best.

               She stands up and starts to walk out of the hotel. But before 
               she leaves, she turns back around.

                                     CORDELIA
                         See ya tomorrow.

               And with that, she's gone.

               Angel stays there. Alone in the big empty lobby. A cup of 
               blood in his hands. Not knowing what to think about anything.

               EXT. ANGEL'S HOTEL - NIGHT

               Cordelia walks away from the hotel. She is deep in thought. 
               Confused. In her mind, a voice echoes.

                                     GUIDE (V.O.)
                              (from earlier)
                         We all have a path that we are 
                         supposed to take. We just have to 
                         allow ourselves to accept that.

                                                             FADE TO BLACK:

                                       END OF SHOW