TEASER

               FADE IN:

               INT. CORDELIA'S APARTMENT - DAY

               CORDELIA, GUNN and FRED are sitting in the living room, 
               watching tv. Relaxing. A pizza box rests, open, on the table.

                                     FRED
                              (watching the tv)
                         Just think Cordy, tomorrow, you'll 
                         be doing that.

                                     CORDELIA
                         I know. It's weird. And exciting. I 
                         mean, for the first time in, like, 
                         forever, I'm getting a chance to be 
                         a part of the normal, real world.

                                     GUNN
                         Yeah. That's exactly how I'd describe 
                         those Hollywood types. Normal.

                                     FRED
                         I don't think you've mentioned what 
                         the show is about yet.

                                     CORDELIA
                         I haven't?

               Fred shakes her head.

                                     CORDELIA (CONT'D)
                         Oh. Well, y'know how those WB shows 
                         are. It's like I already know the 
                         material.

                                     FRED
                         What's it about?

                                     CORDELIA
                         Life. That kinda thing. It's really 
                         boring, actually.

                                     FRED
                         C'mon, I wanna know. I've never known 
                         a real actress before. I mean, besides 
                         my aunt Leslie, who acted in the 
                         community theater one year. But she 
                         only played a tree.

               Cordelia sits up.

                                     CORDELIA
                         Seriously? When I auditioned, the 
                         scene seemed oddly familiar.
                                     (MORE)

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


                                     CORDELIA (CONT'D)
                         Y'know, like I'd read it before or 
                         something. Which  isn't really likely, 
                         I know. I mean, I had a life in high 
                         school, so I wasn't doing much reading 
                         that didn't involve demons and zombies 
                         and stuff. And the last couple of 
                         years, I've pretty much passed on 
                         the Oprah book club.

                                     GUNN
                         But you've read it before?

                                     CORDELIA
                         Yeah. Kinda already said that. Pay 
                         attention.

                                     FRED
                         Weird.

                                     CORDELIA
                         Isn't it?
                              (beat)
                         And the weirder part is... they want 
                         me to wear a blond wig. I mean, I 
                         tried telling them that blond isn't 
                         my color, but they wouldn't listen.

                                     GUNN
                         The nerve of some people.

                                     CORDELIA
                         I know. But don't worry. I'm sure 
                         they'll realize that the blond hair 
                         just won't work for me. I mean, just 
                         because they're tv producers doesn't 
                         mean they're total morons, right?

               Fred and Gunn share a look. 

               EXT. STREET - NIGHT

               A WOMAN walks down the street. She's small. Weak looking. 
               It's dark. Quiet. Nobody around. She looks around. Scared. 
               Alone.

               From out of nowhere, a horrible looking ZOMBIE jumps out at 
               her. She SCREAMS and tries to run away, but TWO MORE ZOMBIES 
               cut her off.

                                     WOMAN
                         Someone help me! Please!

               She starts to cry as the zombies get closer and closer to 
               her.

                                     DIRECTOR (O.S.)
                         Cut!

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


               REVEAL a FILM CREW, filming the whole thing. The director 
               walks to the woman, and the zombies.

                                     DIRECTOR (CONT'D)
                         That was good. I want it exactly the 
                         same when we do the next angle.

                                     ZOMBIE
                         I don't know. Do you think I did 
                         okay? I really want to get to the 
                         heart of the character. What it's 
                         like for him to be one of the living 
                         impared?

                                     WOMAN
                         I totally lost track of my motivation 
                         halfway through the scene.

                                     DIRECTOR
                         You both did fine. Just do it again.
                              (beat)
                         Back to one! 

               They all walk back to their original marks.

                                     WOMAN
                         Do you think I should limp, maybe?

                                     DIRECTOR
                         Audrey! Someone tell me why that 
                         girl insists on running off.

               As everyone sets up to continue working, a HOODED FIGURE 
               walks across the background, hardly noticable. It makes it's 
               way to an ally. 

                                                             FADE TO BLACK:

                                      END OF TEASER

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


                                         ACT ONE

               FADE IN:

               INT. MAKEUP TRAILER - DAY

               Cordy is sitting in a makeup chair, reading her script. 
               Mouthing her lines as she reads them.

               DEREK (late 20's good looking guy) walks into the trailer. 
               Cordelia looks up and sees him.

                                     CORDELIA
                              (to herself)
                         Hello nurse.

                                     DEREK
                         Did you say something?

                                     CORDELIA
                         Oh, umm... just that I'm need to 
                         rehearse. Are you one of the stars 
                         too?

                                     DEREK
                         No. Actually, I'm here to do your 
                         makeup.

               Cordelia is let down.

                                     CORDELIA
                         Figures.

                                     DEREK
                         Huh?

                                     CORDELIA
                         Oh. I just mean that it figures you'd 
                         be gay, what with being so good 
                         looking and all.

               Derek smiles.

                                     DEREK
                         I'm not gay.

                                     CORDELIA
                         You're not? But I thought you said 
                         you do makeup.

                                     DEREK
                         I do. But I'm not gay. It's not like 
                         I'm a hair dresser or something.

                                     CORDELIA
                         Oh. I just thought...

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


                                     DEREK
                         Don't worry. I get it a lot.

               Cordelia smiles.

                                     CORDELIA
                         Okay, so do me.

                                     DEREK
                              (flustered)
                         Huh?

                                     CORDELIA
                         My makeup. And also, a wig.

                                     DEREK
                         Oh, right. Blond.

                                     CORDELIA
                         Against my better judgement. And by 
                         that, I mean better than the 
                         producers.

                                     DEREK
                         Agreed. You don't really strike me 
                         as a blond.

                                     CORDELIA
                         Try telling them that.

               Another man, PAUL MANNING (early 20's, attractive, but messy) 
               walks in and sits in another chair.

                                     PAUL
                         Makeup. And hurry, I wanna make a 
                         call before filming.

                                     DEREK
                         Hold on. We're a little behind. One 
                         of our makeup artists ran out on us 
                         last night. Just there one minute 
                         and gone the next.

               Paul ignores Derek. Cordelia looks over at him. Extends her 
               hand.

                                     CORDELIA
                         Hi. I'm Cordelia. I think I'm your 
                         new co-star.

                                     PAUL
                         Whatever. New actress, old actress, 
                         I don't care. What I do care about 
                         is makeup.
                              (to Derek)
                         Which is your job, so do it.

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


                                     CORDELIA
                         So you're pretty much gonna be a 
                         pain in my ass then.

               INT. CORDELIA'S APARTMENT - DAY

               Fred is asleep on Cordelia's couch. It's still early. There's 
               a KNOCK on the door. At first, Fred doesn't hear it.  There's 
               ANOTHER KNOCK. This one wakes her up. She gets up, still 
               groggy, with messed up hair. She walks to the door and opens 
               it. It's Gunn.

                                     FRED
                         Charles? What time is it?

               Gunn checks his watch.

                                     GUNN
                         Eight-thirty.

                                     FRED
                         Oh. I thought it was earlier. I'm 
                         thankful that Cordy let me stay here 
                         instead of the big, dark, empty hotel 
                         by myself but she really doesn't 
                         know how to set a clock very well. I 
                         think she forgot daylight savings.

                                     GUNN
                         No offense, sweetie, but you look 
                         like you've been attacked by a demon 
                         hair brush.

               Fred puts a hand on her head.

                                     FRED
                         It's not fair to comment on a girl's 
                         look when she just wakes up.

                                     GUNN
                         I'll keep that in mind.

               He walks into the apartment, closing the door behind him. 
               Fred leads the way into the kitchen.

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

               Gunn sits at the table.

                                     FRED
                         Coffee?

                                     GUNN
                         I had some already.

                                     FRED
                         How long have you been up?
                                     (MORE)

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


                                     FRED (CONT'D)
                         You usually sleep straight through 
                         the a's and into the p's.

                                     GUNN
                         I decided to get an early start today.

               Fred pours herself a cup of coffee. She takes a sip. It's 
               cold. She cringes.

                                     GUNN (CONT'D)
                         You okay?

                                     FRED
                         Yeah, it's just cold.

               She takes another sip. Gunn cringes this time.

                                     FRED (CONT'D)
                         So why the early start?

               Gunn pulls a newspaper out of his back pocket.

                                     GUNN
                         Because of this.

               She looks at the paper.

                                     FRED
                         Was there something in there? Demons?

               Gunn smiles.

                                     GUNN
                         No.

               He unfolds it. It's the classifieds.

                                     GUNN (CONT'D)
                         The only hunting I'm doing today is 
                         for a job.

                                     FRED
                         A job?

               Fred sits.

                                     FRED (CONT'D)
                         But the agency just closed last week. 
                         Isn't it kinda soon?

                                     GUNN
                         Once you've been through the whole 
                         "you're fired" thing with Angel once, 
                         it loses it's punch. I figured it 
                         was time to get back on the horse.

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


                                     FRED
                         But what if he decides to come back? 
                         He can't stay away forever, can he?

                                     GUNN
                         I'm just getting a job. I'm not 
                         signing up for solitary confinement.

               Fred looks a little hurt. Gunn picks up on it.

                                     GUNN (CONT'D)
                         Hey. Listen, if Angel decides to 
                         come back and open shop again, I'll 
                         be there before the "Grand Re-Opening" 
                         sign is even up. But I can't just 
                         sit at home, waiting.

               She looks at him.

                                     GUNN (CONT'D)
                         I mean... not that there's anything 
                         wrong with waiting. It's a valid way 
                         to pass the time if you're into that 
                         kind of thing.

               She grins, and pulls the paper closer to look at it. There 
               are several listings circled.

                                     FRED
                         Bouncer?

               Gunn smiles and nods. 

               INT. CAVE - DAY

               It's day, but one would never know by the light in the cave. 
               It's dark. The only light comes from a single candle that 
               rests on the ground.

               In the dim light, a FIGURE dressed in black from head to toe 
               sits in the corner. We can't make out the face just yet. His 
               head is down, chin resting on his chest. His legs are pulled 
               close to his chest as well.

               The WIND HOWLS through the cave. The man looks up, and for 
               the first time, we see that it is ANGEL. He's been deep in 
               thought for a while now. Not much else for him to do in this 
               place.

               He stands up and walks closer to the candle. A gust of wind 
               blows it out as he nears it. The only light in his life is 
               gone.

               Angel quickly turns around. When he does, he finds Cordelia 
               standing behind him. Her face is without expression.

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


                                     CORDELIA
                         It is not in the stars to hold our 
                         destiny, but in ourselves.

                                     ANGEL
                         What? Cordelia?

               Cordelia VANISHES. Angel turns around again, to find Fred 
               behind him.

                                     FRED
                         Is this how it ends? You just run 
                         out?

                                     ANGEL
                         I didn't have a choice. I told you 
                         that.

                                     FRED
                         That didn't help Gunn.

                                     ANGEL
                         What? What happened?

               Fred points behind Angel. Angel turns. Gunn is standing behind 
               him, a big bloody hole in his chest.

                                     GUNN
                         I always knew you'd turn on us. Just 
                         a matter of time, right?

               Angel's confused. Sorry.

                                     ANGEL
                         I didn't mean to...

               Gunn TURNS INTO WESLEY. He's holding the papers which have 
               yet to be translated about Conner.

                                     WESLEY
                         Bestia. Occisor. You should leave, 
                         Angel. You don't belong among us. 
                         Among the living. You're an animal. 
                         Dead to the world, and a bringer of 
                         your own kind. The world is better 
                         off without you.

                                     LORNE (O.S.)
                         Being a little dramatic here, aren't 
                         you?

               Angel once again turns. LORNE is there now.

                                     LORNE (CONT'D)
                         Don't get me wrong. I dig the whole 
                         frenzied dream thing, but c'mon. You 
                         know your place in the world.
                                     (MORE)

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


                                     LORNE (CONT'D)
                         You know what you have to do. So my 
                         part in this whole sequence is to 
                         tell you to get off your leather 
                         covered behind and be yourself, sugar.

                                     WESLEY
                         He's not one of us.

                                     LORNE
                              (to Wesley)
                         True.
                              (to Angel)
                         Very true.

               Angel VAMPS OUT.

                                     LORNE (CONT'D)
                         See what I mean? So just because you 
                         went a little far with the whole 
                         human act before doesn't have to 
                         mean that you lock yourself up and 
                         throw away the cream.

               Angel looks at him, confused. Lorne agrees with the confused 
               look.

                                     LORNE (CONT'D)
                         Your dream, not mine.

               Behind Lorne, on the cave wall, GRAVO climbs like a spider. 
               He MORPHS INTO CORDELIA. Then MORPHS INTO GUNN. Then MORPHS 
               INTO ANGEL.

               Angel watches this. Lorne takes a look back, then looks at 
               Angel with a smile.

                                     LORNE (CONT'D)
                         Time for you to slay your demons. 
                         Learn and move on. Don't leave your 
                         friends out in the cold without a 
                         scarf.

               INT. CAVE - DAY

               Angel wakes up with a jolt. He looks back at the wall. No 
               Gravo.

               EXT. TECHTROPOLIS - DAY

               Gunn walks up to the building, holding a newspaper in his 
               hand.

               It's a club. Techo in style. Lots of lights and lasers that 
               look like they'd be impressive at night when they're turned 
               on. But the place is dead now.

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


               Gunn walks to the door and knocks. The door swings open. 
               Gunn has to back away to avoid being hit by it. When it's 
               open all the way, he looks in to see who is there, but nobody 
               is.

                                     GUNN
                              (calling inside)
                         Hello?

               He walks in.

               INT. TECHNOTROPOLIS - DAY

               Gunn walks into the club. The door closes behind him. He 
               looks back at it, and then looks around the club. It's a 
               nice looking place. Metallic decor. Big tv screens on the 
               walls, which aren't turned on at the moment. A stage. No 
               windows. All of the things you'd expect in a hip techo club... 
               or a club in a Star Trek movie, as opposed to the series 
               where they didn't have a budget big enough for this. 

               Gunn walks around the place. Looking for anyone. Not seeing 
               anyone.

                                     GUNN
                         Anyone here?

               A hand reaches from behind Gunn and taps him on the shoulder. 
               Gunn spins. Not jumping in shock, but preparing himself for 
               a fight.

               When he turns, he sees NICK STARR (a well built techno dresser 
               in his early 30's). Nick steps back to avoid any punshes 
               Gunn may throw.

                                     NICK
                         Whoa, there. I won't bite.

               Gunn relaxes.

                                     GUNN
                         Sorry. It's a habit.

                                     NICK
                         Not a bad one to have. Are you here 
                         for a job?

                                     GUNN
                         Yeah. Bouncer.

                                     NICK
                         You certainly seem ready for the 
                         task. My name is Nick.

                                     GUNN
                         Charles Gunn.

               Nick walks to the bar.

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


                                     NICK
                         Drink?

                                     GUNN
                         Sure.

                                     NICK
                         What'll it be?

               Gunn thinks about it for a moment.

                                     GUNN
                         I think I should stick to a coke 
                         right now. It's a bit early for me.

                                     NICK
                         Me too.

               Nick gives Gunn a coke. He fixes himself a bloody-Mary. Gunn 
               looks at the drink. Nick looks at him.

                                     NICK (CONT'D)
                         It's early. It's not forbidden.

                                     GUNN
                         Fair enough.

               Gunn sits at the bar and sips his soda.

                                     NICK
                         So what makes you think you should 
                         have the job, Charles?

                                     GUNN
                         You can call me, Gunn.
                              (beat)
                         I guess I think I'd be good because 
                         I won't let anyone past me who 
                         shouldn't be in here.

                                     NICK
                         And how would you stop them?

                                     GUNN
                         Before this, I worked at a private 
                         investigator's agency. I know a thing 
                         or two about stopping someone in 
                         their tracks.

               Nick nods.

                                     NICK
                         What was your upbringing like, Gunn?

               Gunn hesitates a little.

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


                                     GUNN
                         My sister and me grew up on the 
                         streets most of the time. I mean, we 
                         had places to go sometimes, but most 
                         of the time we didn't have anyone to 
                         depend on but each other. I guess I 
                         learned everything I know on the 
                         streets and from her.

                                     NICK
                         What did she teach you?

                                     GUNN
                         She taught me to think before I act. 
                         To be kind to those in need. And to 
                         never turn my back when I could be 
                         doing something good.

                                     NICK
                         She sounds wise.

                                     GUNN
                         She was.

                                     NICK
                         Was?

               Gunn doesn't like talking about this. But he forces himself.

                                     GUNN
                         Alonna died a couple years ago. 
                         Murdered.

                                     NICK
                         And how did you react to that?

                                     GUNN
                         I was angry. I made it my mission to 
                         kill everything that even came close 
                         to being like the monsters that killed 
                         her.

                                     NICK
                         What happened with that?

                                     GUNN
                         I was so busy going after them that 
                         I wasn't paying attention to who I 
                         was going after.

               Gunn's mind begins to drift. Nick gives him a moment. Then 
               he perks up.

                                     NICK
                         Well, if it's any consolation, you 
                         have the job. 

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


               EXT. HEMORY HIGH - DAY

               The film CREW sets up cameras and lights and stuff. Preparing 
               to shoot a scene just in front of the school.

               Cordelia is sitting in a chair, reading through her script. 
               Her blond wig is in place, and she's ready to film.

               ELLIE BROWN (19 years old, dark hair, made up to look very 
               fashionable) walks up to her.

                                     ELLIE
                         Are you Cordelia?

               Cordy looks up.

                                     CORDELIA
                         That's what it says on my trailer.
                              (beat)
                         Or, it will in four to six working 
                         days. 

                                     ELLIE
                              (with a smile)
                         I'm Ellie. I'm playing Karma.

                                     CORDELIA
                         That makes you my supporting star 
                         then, doesn't it?

                                     ELLIE
                         Yup.  You must be going crazy, coming 
                         in here to late like this. I mean, 
                         we've all been working at this for a 
                         while and you didn't even get to 
                         come to the table reading.

                                     CORDELIA
                         I'm doing okay.  The first couple 
                         takes of my first scene were weird, 
                         but that could just be because I was 
                         making out with a primo butt-hole.

               Ellie doesn't exactly know what to say, so she just moves 
               on. 

                                     ELLIE
                         So how are you coming along with the 
                         lines? All of the slang and stuff 
                         tends to throw me off. 

                                     CORDELIA
                         I could swear I've been through all 
                         this before.

                                     ELLIE
                         Deja vu? Weird.
                                     (MORE)

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


                                     ELLIE (CONT'D)
                         Maybe you had a psychic dream or 
                         something.
                              (beat)
                         Okay, this job is starting to get to 
                         me. I don't even believe in that 
                         suff.

               Cordelia laughs.

                                     CORDELIA
                         Psychic visions? Yeah, like that's 
                         realistic.
                              (beat)
                         Maybe you should get out of the sun.

                                     ELLIE
                         Yeah, I think it's frying my brain.

                                     CORDELIA
                         That and you're blocking my light.

               Cordy holds up her script, with a "trying to read here" 
               expression on her face.

                                     ELLIE
                         Oh. Right. I guess you should probably 
                         learn your lines, huh? I'll see ya 
                         in a while then, 'kay?

                                     CORDELIA
                         You bet.

               Cordelia goes back to reading her script.

               ANGLE : CRAFT SERVICES

               A CREW MEMBER is picking at a bowl of chips. A CRASH makes 
               him look up. He looks around. It doesn't sound like anyone 
               else heard it.

               He walks away from the table, toward a trailer that's not 
               too far away.

                                     CREW MEMBER
                         Hello?

               He looks around. Doesn't see anything. He walks behind the 
               trailer, out of sight.

               A SPLAT is heard. Followed by the SOUND OF A BODY falling to 
               the ground.

               EXT. HEMORY HIGH - LATER

               The crew is all set up and ready to film. Cordelia (still in 
               wig) and Ellie take their places toward the door to the 
               school.

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


               Another actress, PIPPA STRONGWOOD (pretty, but dressed in 
               geek's clothing) is sitting on the steps in front, reading a 
               book. The director is behind the camera.

                                     DIRECTOR
                         Rolling!
                              (beat)
                         Action!

               Cordelia and Ellie start walking down the steps, as though 
               just exiting the school.

                                     ELLIE
                              (valley girl mode)
                         The first rule is to know your losers. 
                         Once you can identify them all by 
                         site, you will know who to avoid.

               Cordelia smiles at her politely. This all still seems to 
               familiar to her, but she's trying to stay in character.

               Ellie stops where Pippa is sitting.

                                     ELLIE (CONT'D)
                              (to Pippa)
                         Wendy, nice outfit. It's good to 
                         know you've seen the better part of 
                         the Walmart clothing isle.

               Pippa looks up sheepishly.

                                     PIPPA
                         My mom picked it out.

               Cordelia can't believe how familiar this all seems. She's 
               confused.

                                     ELLIE
                         Wow. No wonder you're such a guy 
                         magnet.

               Then it hits Cordelia. She knows where this is all from. Her 
               eyes widen as the realization hits her.

                                     CORDELIA
                         Oh, God.

               Ellia and Pippa look at her.

                                     DIRECTOR
                         Cut!

                                                             FADE TO BLACK:

                                      END OF ACT ONE

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


                                         ACT TWO

               FADE IN:

               INT. WESLEY'S APARTMENT - DAY

               Wesley is sitting in his living room, working on translating 
               the Biru scrolls about Conner. He has a pile of old books 
               around him, but nothing seems to be helping at all.

               He holds a magnifying glass to the scroll, and then reads 
               out of one of his books. He gets frustrated.

                                     WESLEY
                         Damn.

               He closes that book. He's gone through so many books already 
               that he doesn't know what to do anymore. After a pause, and 
               some thinking, he picks up the phone. He dials and holds it 
               to his ear.

                                     WESLEY (CONT'D)
                              (beat)
                         Hello? Jeffrey, it's Wesley.
                              (beat)
                         Yes, that Wesley. Please, don't hang 
                         up. I have something that I think 
                         the Council may be very interested 
                         in, but I'm going to need their help 
                         first. 

               INT. CORDELIA'S TRAILER - DAY

               Cordelia is looking out the window of the trailer, while 
               talking on her cell phone.

                                     CORDELIA
                         It's almost exactly the same. I mean, 
                         some changes here and there, but for 
                         the most part, it's what happened 
                         when I first met her.

               INTERCUT WITH:

               INT. CORDELIA'S APARTMENT - DAY

               Fred is on the other side of the conversation.

                                     FRED
                         I guess that explains why you thought 
                         you knew the story.
                              (beat)
                         Seriously though, you couldn't tell 
                         from the name of the show?

                                     CORDELIA
                         I just thought it was something in 
                         my field of expertise.

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


                                     FRED
                         And you're playing her?

                                     CORDELIA
                         Yup. I'm the damn zombie hunter.

                                     FRED
                         Wow. What are you gonna do?

                                     CORDELIA
                         First, I'm gonna finish shooting.  
                         You'd be amazed how easily one can 
                         connect with the scene once they've 
                         lived through it in real life.

               Fred rolls her eyes.

                                     CORDELIA (CONT'D)
                         But then I'm planning on doing some 
                         serious finding out of what the hell 
                         is going on.

                                     FRED
                         Do you need help? I could call Angel's 
                         cell phone.

                                     CORDELIA
                         No! Don't call Angel. The last thing 
                         he needs to see is me pretending to 
                         be his long lost love.

                                     FRED
                         Yeah, I guess that might be weird. 
                         You want me to come over?

                                     CORDELIA
                         Yeah. And I need you to bring 
                         something for me.

                                     FRED
                         Okay, what?

                                     CORDELIA
                         Y'know that cute little black beaded 
                         purse I have? I need it here, stat. 
                         They have the girl who is playing me 
                         walking around with what looks like 
                         a dead rat. If my life is going to 
                         be plagiarized, then it's going to 
                         be done accurately.

               EXT. MUSEUM - DAY

               Establishing. People walk in and out of the museum.

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


               INT. MUSEUM - HALLWAY - DAY

               Wesley is being escorted by a man, JERRY GRIER (aging, brainy 
               type). Wes is dressed in a suit, carrying a briefcase.

                                     JERRY
                         I have to tell you, I was a little 
                         shocked when I got the call. We've 
                         had these books in storage for a 
                         while now, and nobody's ever asked 
                         to see them.

                                     WESLEY
                         Yes, that's understandable. I don't 
                         suppose there'd be much interest in 
                         them, would there?

                                     JERRY
                         Since nobody knows they exist, I 
                         guess not.

                                     WESLEY
                         Where do they come from, exactly?

                                     JERRY
                         Greece. They were discovered three 
                         hundred years ago in the remains of 
                         a building that was over four thousand 
                         years old, according to some people.

                                     WESLEY
                         And nobody knows about them?

                                     JERRY
                         Nope. For some reason, the people 
                         who funded the dig, the same group 
                         that left them here, didn't want 
                         them to be made public.
                              (beat)
                         It's interesting that the same group 
                         exists today, isn't it?

                                     WESLEY
                         I suppose so.

               Jerry stops and opens the door to an office. He lets Wesley 
               go in first.

               INT. MUSEUM - OFFICE - CONTINUING - DAY

               They walk into the office Jerry closes the door behind them.

                                     JERRY
                         So what brings you here for them?

                                     WESLEY
                         I'm not sure I should be talking 
                         about it. It's really very classified.

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


                                     JERRY
                         Classified? What, is this an Indiana 
                         Jones type of thing?

               Jerry laughs at his own joke. Wesley does not. Jerry sits at 
               his desk. Wesley take one of the other seats.

                                     JERRY (CONT'D)
                         I guess you're in luck. You need 
                         them and they just happen to be here.

                                     WESLEY
                         Yes.

               Jerry picks a wood box up off of the floor and puts it on 
               the desk. He opens it. Inside are two books. Very old. They 
               both have writing on them, but each is in a different 
               language. One has the demon writing from the scrolls Wesley 
               has. The other has the words "Demon Text" written in ancient 
               Greek. Wesley picks them up. Studies them

                                     JERRY
                         What do you think?

                                     WESLEY
                         I think they might help me a great 
                         deal.

               EXT. HEMORY HIGH - DAY

               The crew is setting up for another scene. Cordelia is back 
               in her chair, reading her script. A SECURITY GUARD walks up 
               to her.

                                     SECURITY GUARD
                         There's a Fred Burkle to see you.

               Cordelia doesn't even look up.

                                     CORDELIA
                         Let her in.

               The guard nods and walk off. Cordelia keeps reading. A moment 
               later, Fred walks up to her.

                                     FRED
                         You have security protecting you?

                                     CORDELIA
                         Not me specifically. Sometimes people 
                         like to get onto the set of tv shows 
                         and cause trouble.

                                     FRED
                         Ah. So have you found anything?

                                     CORDELIA
                         What do you mean?

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


                                     FRED
                         Y'know. The script is ripping off 
                         the life of your friends. Remember?

                                     CORDELIA
                         Oh. That. Yeah, I haven't checked it 
                         out yet. But this script it pretty 
                         good. I had no clue that some of 
                         this was happening.

                                     FRED
                         Don't you think we should maybe do 
                         something? Ask around, or something? 
                         Look for clues?

                                     CORDELIA
                         I have to film a scene in about three 
                         minutes. But the day's almost done. 
                         We can do all kinds of research then.

                                     FRED
                         What about the writer?

               Cordelia looks at the script's first page.

                                     CORDELIA
                         Nancy Johnson.

                                     FRED
                         Do you know her?

                                     CORDELIA
                         Don't think so.

                                     FRED
                         She had to know about Buffy, right?

                                     CORDELIA
                         I guess.
                              (beat)
                         Maybe we can pay her a visit tonight.

               Cordelia goes back to the page she's reading.

                                     CORDELIA (CONT'D)
                         Okay, I am not looking forward to 
                         page thirty-seven. I have to kiss 
                         that addict in the making co-star of 
                         mine. Again. The guy smells like 
                         dead fish.

               Fred looks around. She sees the craft services table. And 
               the trailer nearby. And the feet sticking out from under it. 
               Her eyes widen.

                                     FRED
                         Um... Cordy?

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


                                     CORDELIA
                         Hmm?

                                     FRED
                         I think there's a dead body under 
                         that trailer over there.

               Cordelia looks up at what Fred sees. A look of pain and 
               sadness comes over her face.

                                     CORDELIA
                         Great.
                              (beat)
                         You think we can keep it hidden until 
                         after filming? We only have so much 
                         sunlight left.

               Fred looks back at Cordelia with a grossed out expression.

               EXT. TECHTROPOLIS - NIGHT

               The sun has just set. Gunn and Nick are standing outside as 
               Nick shows him the rules of the game. There are already PEOPLE 
               waiting to get in.

                                     NICK
                         Around here, we open at sunset and 
                         close at dawn. We like to be here 
                         when they want us. We'd be open all 
                         day if we thought our regulars would 
                         show up. 

                                     GUNN
                         I guess their bosses wouldn't like 
                         them ditching out on work.

               Nick laughs.

                                     NICK
                         That's right.

               He opens the door to the club.

                                     NICK (CONT'D)
                         Let the party begin.

               The first person in line walks up. He's a BIG MAN. Muscles, 
               and fancy clothes. Nick waves him in.

               The next person is a BEAUTIFUL WOMAN. Blond hair. A mini-
               skirt. Nick lets her in.

               The people that follow are all pretty much the same. Pretty 
               women. Good looking guys. All hip and cool. Nick waves them 
               in.

                                     GUNN
                         This doesn't look too hard.

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


                                     NICK
                         It's not once you know the regulars. 
                         It's only the newbies you have to 
                         check out before letting them in.

               A SMALLER MAN walks up in line. Not cool looking at all. 
               Nick looks at Gunn.

                                     NICK (CONT'D)
                         What do you think?

               Gunn checks the small man out.

                                     GUNN
                         I think this guy should go play with 
                         some dumbbells and try again when 
                         he's grown a muscle.

               Nick looks back at the man. Smiles and lets him in.

                                     GUNN (CONT'D)
                         Okay, I'm confused. The kid didn't 
                         look like the type of person you'd 
                         let in here.

                                     NICK
                         Aside from the regulars, a good part 
                         of a techo club's crowd comes from 
                         the parts of society that can't get 
                         into other places.

                                     GUNN
                         So how am I supposed to know who to 
                         let in and who not to?

                                     NICK
                         You'll know after a couple days. 
                         Just watch me.

                                     GUNN
                         Yeah. I think I might need a couple 
                         weeks to catch onto this system of 
                         yours.

               EXT. HEMORY HIGH - NIGHT

               Filming has stopped. Police cars and reporters are all around 
               the area. Fred is talking to a COP. We PAN OVER to where 
               Cordelia is. She's talking to a REPORTER.

                                     CORDELIA
                         C-H-A-S-E. I'm from Sunnydale, 
                         originally, but I moved here to be 
                         an actress. It's a kinda sad story, 
                         really. What happened was...

                                     REPORTER
                         Can you tell me what happened here?

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


                                     CORDELIA
                         Oh. Well, we were right in the middle 
                         of filming a few scenes for my show, 
                         Mitzy The Zombie Hunter, which debuts 
                         mid-season on the WB next year. It's 
                         about a girl who discovers her destiny 
                         is to be a zombie hunter, but it's 
                         not as lame as it sounds.

                                     REPORTER
                         I meant the murder.

                                     CORDELIA
                         Right. I'm getting there. Anyway, I 
                         was reading my lines in that chair 
                         over there, and my friend noticed 
                         the dead body under the trailer.

                                     REPORTER
                         What can you tell me about the body 
                         itself?

                                     CORDELIA
                         You mean, other than the fact that 
                         it looked like a pizza with half the 
                         cheese ripped off? Not much.

                                     REPORTER
                         Thank you.

               The reporter walks off.

                                     CORDELIA
                         That's it? Don't you need more 
                         information about me?

               The reporter is gone. Off to talk to the cop that Fred was 
               talking to. Fred is on her way back to Cordelia.

                                     CORDELIA (CONT'D)
                         That reporter just totally blew me 
                         off.

                                     FRED
                         Something isn't right here. 

                                     CORDELIA
                         Well, duh. Bodies, and weird scripts.

                                     FRED
                         You think they're connected?

                                     CORDELIA
                         I've been doing this long enough to 
                         know they are.

                                     FRED
                         So what do we do now?

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


                                     CORDELIA
                         We track down the ick of the week, 
                         and figure out a way to make it go 
                         away.

                                     FRED
                         But how?

                                     CORDELIA
                         I thought you were supposed to be 
                         the smart one. We find the writer 
                         and figure out what it really is.

               They walk away. As they do, that hooded figure from the teaser 
               makes it's way across the background.

               EXT. TECHTROPOLIS - NIGHT

               Gunn is still with Nick, watching Nick as he does his bouncer 
               thing.

               As one person walks into the club, Gunn looks back to see 
               who the next one in line is. It's Angel. Gunn's a little 
               surprised.

               Nick checks Angel's look out. Lots of black.

                                     NICK
                         Sorry, dude. This isn't a goth club.

                                     GUNN
                         It's cool. He's a friend.

                                     NICK
                         Oh. Sorry.
                              (extends a hand)
                         I'm Nick. Gunn's new boss.

               Angel looks down at Nick's hand. Unsure of the man. Unsure 
               of everyone around. Finally, he shakes Nicks hand.

                                     ANGEL
                         I'm his old boss.

                                     NICK
                         So, you must be Angel then. I've 
                         heard some crazy stories about you.

               Angel looks at Gunn, wondering what he's been saying.

                                     NICK (CONT'D)
                         Is it true you once drove a car 
                         through a night club?

                                     ANGEL
                         Yeah.
                              (to Gunn)
                         Can I talk to you?

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


               Gunn looks to Nick. Nick gives him an "okay" nod. Gunn walks 
               off to the side with Angel.

                                     GUNN
                         What's up? Everything okay?

                                     ANGEL
                         I was about to ask you the same thing.

                                     GUNN
                         What do you mean?

                                     ANGEL
                         I just wanted to make sure everyone 
                         was okay.

                                     GUNN
                         Yeah, we're fine. Why, did you hear 
                         something?

                                     ANGEL
                         I just didn't want it to seem like I 
                         ran off.

                                     GUNN
                         In that case, maybe you shouldn't 
                         have run off.

                                     ANGEL
                         I didn't have a choice. With Gravo 
                         out there, I can't risk exposure.

                                     GUNN
                         I get that. Fred took it a little 
                         hard though.

                                     ANGEL
                         She's not at the hotel anymore.

                                     GUNN
                         She's at Cordy's. I offered to let 
                         her stay with me, but she told me 
                         her mom would freak.

                                     ANGEL
                         Oh. So she's okay?

                                     GUNN
                         Yeah.

                                     ANGEL
                         Good. And how's Cordelia?

               Gunn smiles.

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


                                     GUNN
                         See, I was waiting to see how long 
                         it took you to get there.
                              (beat)
                         Cor's doing fine. She started work 
                         on her show today. Fred said something 
                         about going to see her at Hemory 
                         high school.

                                     ANGEL
                         Hemory?

                                     GUNN
                         Know it?

                                     ANGEL
                         I've seen it.

               ANGLE : NICK

               A TECHNO MAN (dressed in a silver suit) walks up. Nick shakes 
               his hand.

                                     NICK
                         Good to have to here again.

                                     TECHNO MAN
                         How's the crowd tonight?

                                     NICK
                         Fresh and full of energy.

                                     TECHNO MAN
                         Nice.

               ANGLE : ANGEL AND GUNN

                                     GUNN
                         Listen, I have to get back to work.

                                     ANGEL
                         You found this job pretty quick.

                                     GUNN
                         You know me. All about getting back 
                         on that horse.

               Gunn slaps Angel's shoulder and starts to walk away. Before 
               he's too far, he turns back to Angel.

                                     GUNN (CONT'D)
                         Hey, you and Cordy... think that's 
                         still gonna happen?

               Angel takes a moment to think about it. He doesn't know what 
               to say. Gunn gets the message and goes back to work.

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


               Angel starts to walk off. As he passes the door to the club, 
               he sees as the techno man shakes Nick's hand and walks into 
               the club. He watches the man. His eyes narrow. 

               INT. TECHTROPOLIS - NIGHT

               The club is FULL OF PEOPLE, dancing to the sounds of LOUD 
               TECHNO MUSIC. The club is alive.  Fancy lights flashing all 
               over the place. Tv screens active with all sorts of images.

               The Techno Man makes his way into the club and stops. He 
               looks around and smiles at the sight of so many dancing 
               people. And as he smiles, his face VAMPS OUT.

                                                             FADE TO BLACK:

                                      END OF ACT TWO

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


                                        ACT THREE

               FADE IN:

               EXT. PRODUCTION COMPANY BUILDING - NIGHT

               Cordelia and Fred make their way closer and closer to the 
               building, looking around to make sure nobody is watching.

                                     FRED
                         Are you sure we can be here?

                                     CORDELIA
                         I'm the star of the show.

                                     FRED
                         Are you sure we can be here?

                                     CORDELIA
                         Just come on. We're demon hunting, 
                         remember? Since when did we need a 
                         pass card for that?

               They reach the door to the building. Cordelia tries to pull 
               it open. It won't budge.

                                     CORDELIA (CONT'D)
                         It's locked.

               Fred looks around the door, and sees a keypad meant for 
               entering the code.

                                     FRED
                         Do you have the code?

                                     CORDELIA
                         Don't you think we'd be inside already 
                         if I did?

               Fred thinks for a minute.

                                     FRED
                         Do you have any powder?

                                     CORDELIA
                         Yeah.

               Cordelia reaches into her purse and pulls out a compact and 
               a brush. She hands them to Fred.

                                     CORDELIA (CONT'D)
                         I didn't think this was the time, 
                         but I'm glad you finally decided to 
                         do something about that shine of 
                         yours. I was afraid you'd hit the 
                         moonlight the wrong way and send out 
                         a flash of light that would draw 
                         attention to us.

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


               Fred takes the compact and just looks at Cordelia for a moment 
               without any way to express exactly what she's thinking. Then 
               she turns back to the door.

                                     FRED
                         I saw this on tv once when I was a 
                         kid.

               She brushes some powder into the keypad. Cordelia watches.

                                     CORDELIA
                         Oh. I get it.

               On the keypad, fingerprints can be seen. Fred smiles.

                                     FRED
                         It worked.

                                     CORDELIA
                         Nice job. So get us in there.

               Fred looks at the keypad. Studies it. The prints on the 
               buttons.

                                     FRED
                         Small problem.

                                     CORDELIA
                         What's that?

                                     FRED
                         I know the numbers to hit, but I 
                         don't know what order to hit them 
                         in.

                                     CORDELIA
                         So we're still screwed?

                                     FRED
                         This never happened to Richard Dean 
                         Anderson.

                                     CORDELIA
                         What do we do now?

               Fred stops and thinks. She looks at the door. Looks at the 
               keypad. Notices that the light on the keypad is green.

                                     FRED
                         Wait.

               She pulls on the door. It doesn't open. Then she pushes on 
               it. The door swings open. Fred and Cordelia look at each 
               other.

                                     CORDELIA
                         Since when do these things open in?

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


                                     FRED
                         Bad construction, I guess.

               Fred hands Cordy her compact back and starts to walk into 
               the building.

                                     CORDELIA
                         Wait!

               Fred stops and turns around.

                                     FRED
                         What?

                                     CORDELIA
                         We can't be too careful.

               She brushes some powder onto Fred's face. Fred slaps her 
               hand away.

                                     FRED
                         Let's go.

               Fred leads the way into the building.

                                     CORDELIA
                         It was for your own good.

               EXT. TECHTROPOLIS - NIGHT

               Gunn and Nick are still working. Nick checks his watch. He 
               looks back at the line of people.

                                     NICK
                         Sorry, folks. We've reached our limit 
                         for the moment. We'll start letting 
                         people in again once we've cleared 
                         some out.

               MOANS from the crowd.

                                     NICK (CONT'D)
                              (to Gunn)
                         Let's get a drink.

               Nick leads the way into the club. He closes the door behind 
               them.

               INT. TECHTROPOLIS - CONTINUOUS - NIGHT

               They walk into the club, on their way to the bar. They walk 
               through crowds of dancers, moving to the MUSIC.

               They sit at the bar. The BARTENDER comes to them.

                                     NICK
                              (to the bartender)
                         You know what I want.

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


                                     GUNN
                         Beer for me.

               The bartender nods and goes to get their drinks.

                                     NICK
                         So what do you think of this place 
                         so far, Gunn?

                                     GUNN
                         Doesn't suck.

                                     NICK
                         Good. That's always one of the goals 
                         when opening a club.

               The bartender comes back with their drinks. A beer for Gunn 
               and a bloody-Mary for Nick.

                                     NICK (CONT'D)
                         Your last boss didn't seem like he 
                         was into having this much fun.
                              (raises glass)
                         Bloody-Mary on the job.

                                     GUNN
                         Angel isn't really the guy you want 
                         to hang around when he's in too good 
                         a mood. But I gotta say, he can drink 
                         the bloodies as well as the next 
                         guy.

               Nick raises his glass and takes a drink. Gunn sips his beer.

                                     NICK
                         I think you're gonna like it here. 
                         It's a fun place to work.

                                     GUNN
                         And at least I'll keep my days free, 
                         right?

                                     NICK
                         After being up all night, I usually 
                         just like to sleep right through the 
                         days. They're usually too bright 
                         anyway.

                                     GUNN
                         My girl would kill me if I slept all 
                         day and worked all night.

                                     NICK
                         I don't think you'll have to worry 
                         about anyone killing you.

               Nick VAMPS OUT.

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


                                     NICK (CONT'D)
                         Actually, I think it'll be the other 
                         way around.

               Gunn's eyes widen.

               INT. PRODUCTION COMPANY BUILDING - NIGHT

               Cordelia and Fred make their way down the hallway, looking 
               in doors as they go. It's dark and quiet. Nobody is there.

                                     FRED
                         Do you think the writer will still 
                         be here?

                                     CORDELIA
                         A good writer always uses the dark 
                         forces of evil late at night. It's 
                         the only way to ensure maximum 
                         dramatic effect.

               Cordelia stops. Sniffs the air.

                                     CORDELIA (CONT'D)
                         Do you smell something?

               Fred smells.

                                     FRED
                         No.

                                     CORDELIA
                         It's like gardenias or something.

                                     FRED
                         Maybe someone has a plant in their 
                         office.

                                     CORDELIA
                         Maybe.

               They continue walking. From behind them, the sound of a DOOR 
               CLOSING is heard. They spin around.

                                     FRED
                         Someone's here.

                                     CORDELIA
                         And you figured that out all by 
                         yourself, did you?

                                     FRED
                         Do we go after the sound?

                                     CORDELIA
                         Kinda why we're here.

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


               Cordelia leads the way toward the sound. As they walk, they 
               hear FOOTSTEPS RUNNING behind them. They spin again.

               They're getting a little scared.

                                     FRED
                         Are you sure we shouldn't call Angel?

                                     CORDELIA
                         We can do this. We're experienced.

                                     FRED
                         So which way do we go? Toward the 
                         door, or the footsteps?

               Cordelia thinks.

                                     CORDELIA
                         Footsteps.

               They slowly start walking down the hall again. Fred is staying 
               close to Cordelia.

               Unknown to them, the hooded figure quietly walks up behind 
               them. It walks along with them for a few paces. Watching 
               them. And then, finally, the figure makes a noise. It takes 
               a breath.

               Cordelia and Fred stop. They turn around quickly and are 
               shocked to see the figure there. Fred GASPS.

               Cordelia kicks the figure, but it does no good. The hooded 
               figure raises it's arm, and swings it at Cordy. She slams 
               into the wall, and falls to the ground. She tries to regain 
               her composure. The figure hits her in the head again, and 
               she goes down.

                                     FRED
                         Cordelia!

               Fred looks back at the figure. The figure looks at her. We 
               can tell, even though we can't see the figure's face. It 
               cocks it's head slightly.

               Fred begins to breath heavy, knowing that the figure is about 
               to attack.

                                     FRED (CONT'D)
                         Cordy, get up. Please get up.

               Cordelia is groggy. Trying to regain herself, but fighting 
               to just stay awake.

               The figure steps toward Fred. Fred tries to hit it, but she's 
               not a fighter. It grabs her arms and holds her there. She 
               struggles to get free, trying to keep from losing it.

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


                                     FRED (CONT'D)
                         Cordy, help me!

               But Cordelia can't. Fred keeps struggling, and finally knees 
               the figure in the gut. She twists around just enough to get 
               free from the figure.

               She backs away slowly. Looking down at Cordelia, and back to 
               the figure. The figure is ignoring Cordelia now. It steps 
               toward Fred. Fred keeps backing away. She doesn't know what 
               to do.

                                     FRED (CONT'D)
                         I'm sorry. I'm so sorry.

               And with that, Fred takes off, running. The figure follows, 
               walking quickly after her, but not running.

               Fred runs as fast as she can. When she's far enough down the 
               hall, she stops and turns around to see where the figure is. 
               It's nowhere to be seen.

               Fred tries to open a nearby office door, but it's locked. 
               She tries another, but it's locked. She looks back to see if 
               the figure is coming, but still doesn't see it.

               She turns to continue running. As she does, she bumps into 
               the figure which has somehow gotten behind her. She screams.

               It tries to grab her, but she slips away from it, and runs 
               down the hall.

               EXT. PRODUCTION COMPANY BUILDING - NIGHT

               Fred runs out of the building. She looks around for someone 
               to help her. Anyone. But nobody is there. She continues 
               running.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is hard at work, trying to translate the scrolls. 
               He's using the books that he got from the museum, and is 
               writing a lot in a notebook.

               There's a KNOCK on his door. He goes to it and opens it.

               Fred is there. Out of breath and crying.

                                     FRED
                         Help me.

                                     WESLEY
                         Fred?

                                     FRED
                         Please.
                                     (MORE)

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


                                     FRED (CONT'D)
                         Cordelia was attacked and I tried to 
                         call Gunn and Angel, but they didn't 
                         answer, and I didn't know who else 
                         to go to.

                                     WESLEY
                         Fred, where is Cordelia.

                                     FRED
                         The production company's office. We 
                         went there to track down the writer. 
                         Wesley, we have to help her. She's 
                         alone.

                                     WESLEY
                         We will.

               Wesley goes back into his apartment and grabs a knife out of 
               one of the drawers.

                                     WESLEY (CONT'D)
                         Take me there.

               They walk out of the apartment. 

               INT. TECHTROPOLIS - NIGHT

               Gunn is standing on the dance floor. There is a circle around 
               him cleared as people watch on. Nick and the techno man walk 
               toward him, still in vampire faces. The MUSIC STOPS.

               In the crowd, some of the people start to worry.

                                     NICK
                         Don't worry, Gunn. Soon, you'll be 
                         happy we made you one of us.

                                     GUNN
                         You wouldn't happen to know a good 
                         place for stakes around here, would 
                         you?

                                     NICK
                         You joke.

                                     GUNN
                         Yeah, I joke. Look at you two. All 
                         vamped out and thinking you can take 
                         me.

                                     NICK
                         I like your style. About to die and 
                         still talking big.

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


                                     GUNN
                         I only talk big because as vampires 
                         go, you guys are about as scary as a 
                         Gilligan's Island rerun. Only a whole 
                         lot funnier.

                                     TECHNO MAN
                         I hope you like pain.

                                     GUNN
                         I hope you like disappointment.
                              (beat)
                         Hey, y'know, I could go on all night 
                         with this repartee, but I'm kinda in 
                         the mood for violence now, so can we 
                         get on with it?

                                     NICK
                         Why not?

               Nick and the tecno man rush at Gunn. Gunn works some fancy 
               moves and tosses Nick across the dance floor while avoiding 
               the techno man. The techno man attacks Gunn with a punch.

               ANGLE : THE DOOR

               People rush at the door, trying to get out. But the door is 
               locked. They start to SCREAM and YELL in fear.

               ANGLE : DANCE FLOOR

               Gunn continues to battle the techno man. Nick gets back into 
               the fight, and Gunn is forced to fight both at the same time. 
               He doesn't have any weapon, so it's all about skill. Punches, 
               and avoiding. And he's doing very well.

               Eventually, Gunn manages to get to a table where a tray is 
               set. On the tray rests a pad for taking drink orders, and a 
               pencil to go with it. As the techno man moves to punch Gunn, 
               Gunn uses the tray to block the punch. At the same time, he 
               grabs the pencil, and jams it into the techno man's chest.

               The techno man TURNS TO DUST.

               Gunn grins and looks back to Nick.

                                     GUNN
                         Your turn, boss.

                                     NICK
                         It doesn't have to be like this. 
                         Trust me, once you become one of us, 
                         you'll thank me.

                                     GUNN
                         I guess we'll never know, will we?

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


               Gunn goes after Nick. Punches fly. Gunn flips Nick onto the 
               ground and pins him there. Nick kicks him off, sending Gunn 
               sliding across the floor.

               Nick gets up and starts walking toward Gunn. Gunn hasn't 
               quite recovered yet. Nick punches him, sending him back to 
               the ground.

                                     NICK
                         It's time.

               Nick grabs Gunn and pulls him close, about to bite his neck.

                                     ANGEL (O.S.)
                         Better check again.

               From above, Angel drops down. His long leather coat looking 
               as cool as Batman's cape ever did.  He lands on the floor 
               behind Nick. Nick turns around and sees Angel.

                                     NICK
                         You?

               Gunn punches Nick, and breaks free of his grasp. Angel pulls 
               a stake out of his jacket. He tosses it to Gunn.

                                     ANGEL
                         Yeah, me.

               Gunn stakes Nick from behind. Nick TURNS TO DUST.

               Gunn walks over to Angel.

                                     GUNN
                         Thanks. I needed that.

               They start to walk out. But there are still people panicing 
               in the club. The doors still aren't open.

               The circle of people around Angel and Gunn doesn't open to 
               let them pass. All those who are panicing are in the back of 
               the room. The calm ones, dozens of them, are surrounding 
               Angel and Gunn.

               And all at once, they VAMP OUT.

                                                             FADE TO BLACK:

                                     END OF ACT THREE

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


                                         ACT FOUR

               FADE IN:

               INT. TECHTROPOLIS - NIGHT

               Angel and Gunn take in the sight of the dozens of vampires 
               around them.

                                     GUNN
                         I was not expecting this.

                                     ANGEL
                         I kinda was.

                                     GUNN
                         Thanks for the heads-up.
                              (beat)
                         So what's the plan?

                                     ANGEL
                         We fight.

                                     GUNN
                         Good plan.

               Angel hands Gunn a stake. He takes one out for himself too.

                                     GUNN (CONT'D)
                         Let's do this.

               They charge into the crowd of vampires. The vampires attack 
               them. The place turns into a riot of vampires, trying to get 
               to the center of the fight.

               Angel grabs a vampire, and throws him into the crowd, keeping 
               some vamps away from him as he continues fighting.

               Gunn does his best to avoid the punches that are being thrown 
               at him. He grabs the arm of one vampire as it tries to punch 
               him, and twists it until the vampire can't move. Then he 
               drives his stake into it's chest. The vampire TURNS TO DUST. 
               But Gunn doesn't have time to take joy in the kill. He jumps 
               right into another fight with another vampire.

               In the back of the club, normal humans try to get the door 
               open, but they can't. The doors are locked, and everyone 
               inside is trapped.

               INT. PRODUCTION COMPANY BUILDING - NIGHT

               Wesley and Fred enter the building. Wesley is still holding 
               onto his knife, and Fred is holding onto him.

                                     WESLEY
                         Where did you last see her?

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


                                     FRED
                         This way.

               Fred leads the way through the halls, trying to find Cordelia. 
               But the place is dark and empty.

                                     FRED (CONT'D)
                         I shouldn't have left. I could have 
                         helped her.

               Wesley doesn't know how to respond. Is he still angry with 
               her? What is their relationship now? Finally, he decides. 

                                     WESLEY
                         How? You say the demon was strong. 
                         If you'd stayed, you would have been 
                         killed, and so would Cordelia.

                                     FRED
                         You say that as though it hasn't 
                         happened. But we don't know...

                                     WESLEY
                         If she's dead, then where's the body? 
                         What reason would there be to take 
                         the body?

                                     FRED
                         Then where is she?

               INT. PRODUCTION COMPANY BUILDING - BASEMENT - NIGHT

               Cordelia's tied to a chair, unconscious. She's tied with her 
               hands behind her back. Nothing too fancy. She has her blond 
               wig back on. Around her, candles burn. A desk sits on one 
               side of the room.

               She begins to stir. Her eyes open. She lifts her head and 
               looks around the room.

                                     CORDELIA
                              (groggy)
                         Where am I?

               A voice comes from the back of the room. From an unseen 
               person. It's a DISTORTED VOICE. Not quite human.

                                     FIGURE (O.S.)
                         Welcome to my office.

                                     CORDELIA
                         Where are you?

                                     FIGURE (O.S.)
                         I am all around you.

               The voice moves to the other side of the room. Cordelia's 
               head follows as she tries to figure out where the figure is.

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


                                     FIGURE (O.S.) (CONT'D)
                         On the left, and right. In front and 
                         behind.

               The voice moves again.

                                     FIGURE (O.S.) (CONT'D)
                         I'm everywhere.

               And finally, the figure steps out in front of Cordelia, from 
               a shadow.

                                     CORDELIA
                         What do you want with me?

                                     FIGURE
                         I should ask you that question. It 
                         wasn't me who brought you here.

                                     CORDELIA
                         Well, when you leave a trail of 
                         corpses, you're bound to draw some 
                         attention to yourself, don't you 
                         think?

                                     FIGURE
                         It's not every lead actress that 
                         would come here.
                              (beat)
                         But I should have expected it from 
                         the day you were hired. You were 
                         always part of her group. I just 
                         thought it would add realism. I didn't 
                         think you were the type to go hunting 
                         without her.

                                     CORDELIA
                         Her? What are you talking about? 
                         Buffy?

                                     FIGURE
                         The great and powerful Buffy Summers.

                                     CORDELIA
                         What did she ever do to you?

                                     FIGURE
                         Oh, what didn't she do? As if it's 
                         not hard enough to go through life 
                         as a smart girl. As though there 
                         wasn't enough trouble getting guys 
                         to notice me, or people to see just 
                         how much effort I put into my work.
                              (beat)
                         That wasn't enough. How could it be? 
                         When you have a girl who does 
                         backflips onto the roof of the school. 
                         Class protector.

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


                                     CORDELIA
                         Okay. Someone's gone a little insane 
                         since graduation.
                              (beat)
                         Who are you?

                                     FIGURE
                         You don't know?
                              (beat)
                         Why should you? Who remembers...

               She takes the hood off. The face revealed is that of NANCY. 
               The girl who was jealous of Buffy in the episode, "Earshot". 
               Her voice is still messed up.

                                     NANCY
                         Nancy Johnson.

               Cordelia doesn't remember her. 

                                     CORDELIA
                         Nancy?

               And then she remembers.

                                     CORDELIA (CONT'D)
                         Nancy.

               INT. TECHTROPOLIS - NIGHT

               Gunn is thrown over the bar, landing behind it with a CRASH. 
               He tries to recover as quickly as possible. As he does, he 
               takes in the sight of the vampires attacking Angel. Then he 
               looks around. There must be some way to make this easier.

               Angel is surrounded by five big vampires, all wanting a piece 
               of the action. They form a circle around him, giving him no 
               way to escape. He holds his stake tight in his hands and 
               eyes them back. He VAMPS OUT. Finally, he decides it's time. 
               He attacks. He quickly stakes one of them without any trouble. 
               The others all attack. He grabs one of them and throws him 
               into another one. As they're dazed, trying to recover, Angel 
               shoves his stake into the one that he just threw. Before the 
               vampire turns to dust, Angel kicks the stake, sending it 
               back into the heart of the vampire behind the one he threw. 
               Both TURN TO DUST. He quickly pulls another stake from his 
               jacket, just in time to get another one of the vampires as 
               it tries to attack him.

               Other vampires watch the fighting, laughing and having fun. 
               This is a game for them. 

               Meanwhile, Gunn is fighting off two vamps that have gone 
               after him. He's still stuck behind the bar, so there's not 
               much room to fight, which is both good and bad for him. He 
               stakes one of the vampires. The other attacks quickly. Gunn 
               punches him in the face and stakes him in the chest.

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


               Angel is getting angry now. He punches one of the vampires 
               attacking him in the chest, grabs his head, and flips him to 
               the ground by it. With a ROAR, Angel twists the head of the 
               vampire on the ground until SNAPS. The vamp remains on the 
               ground without moving but does not turn to dust.

               Angel looks back up just in time to see ten more vampires 
               charging at him.

                                     GUNN
                         Angel!

               Angel looks over and sees Gunn holding a bottle of brandy. 
               When he sees this, he ducks down, and covers himself with 
               his jacket.

               The vampires jump on him, attacking brutally. But they are 
               soon stopped. Gunn throws the bottle of brandy at them. It 
               shatters, sending the alcohol all over them. This is followed 
               by more and more of the same. Every bottle Gunn can find, he 
               throws at the vampires. Eventually, they are soaking.

               A moment passes, and they pay little attention to him, or 
               the fact that they're soaked. They continue to beat on Angel. 
               Finally, something happens. Somehow, all of the vampires 
               that are soaked BURST INTO FLAMES.

               The alcohol soaked ground around them does catches on fire. 
               The vampires stumble to get away, trying to find some way to 
               put the fire out. They go to other vampires who were watching 
               the fighting, grabbing onto them, seeking help. But in come 
               cases, that just makes the other vampires catch on fire.

               Soon, with a POOF, those vampires who are on fire are TURNED 
               TO ASHES.

               Gunn looks back to where Angel was. In the center of the 
               floor, Angel still rests. His leather jacket, in flames, 
               covering him. He stands up, and tosses the jacket to the 
               ground, stomping on it to put out the fire. Gunn rushes out 
               to him.

                                     GUNN (CONT'D)
                         I'm guessing it's better to be wearing 
                         leather in a fire than metallic 
                         polyester?

               Angel slips his lighter back into his pocket. He looks back 
               at the remaining vampires. Some of the vampires are about 
               ready to attack. Others notice that the floor is still on 
               fire, and it doesn't look like the fire is going out anytime 
               soon.

               Those vampires rush for the door. But they discover what the 
               scared humans have been fighting with all night. The door is 
               locked. Using their vampire strength, they manage to beat 
               the door down and escape. Now, only about a dozen vampires 
               remain to fight Angel and Gunn. Angel eyes them.

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


                                     ANGEL
                         You really wanna do this?

               INT. PRODUCTION COMPANY BUILDING - BASEMENT - NIGHT

               Nancy is still in front of Cordelia. Cordelia is struggling 
               to get free.

                                     NANCY
                         I honestly don't know what to do 
                         with you. Kill you? But then I lose 
                         the star of my show. And we just 
                         went through the recasting process 
                         once. But if I let you go, you'll 
                         cause all kinds of trouble, won't 
                         you?

                                     CORDELIA
                         How did you do this? How did you 
                         know what to write? And most 
                         importantly, why the hell does this 
                         place smell like gardenias?

                                     NANCY
                         Those were the only candles I had on 
                         hand. Sorry. I needed them for the 
                         spell.

               Nancy opens her desk drawer and pulls out a GLOWING PURPLE 
               ORB.

                                     NANCY (CONT'D)
                         Pretty, huh? It lets me channel the 
                         power of Patecus. The revealer. The 
                         spell allows one to access the lives 
                         of their enemies. Usually, it's so 
                         they can kill their enemies in a 
                         horrible and bloody way. But me? I 
                         thought of a better way to use this. 
                         Finally, I will gain something from 
                         that bitches glory. Fame. Fortune. 
                         Maybe a spinoff about her zombie 
                         lover with a soul.

                                     CORDELIA
                         You're sick.

                                     NANCY
                         I get that a lot. Hell, it's why I 
                         missed graduation.

                                     CORDELIA
                         Tht's too bad. I honestly mean that.

                                     NANCY
                         See why I cast you to play her?  Who 
                         better?
                                     (MORE)

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


                                     NANCY (CONT'D)
                         I've seen what you've been doing 
                         lately. It's like you were playing 
                         the part before I even wrote it.

                                     CORDELIA
                         What are you talking about?

               Cordelia is still struggling to get free. She's getting there. 

                                     NANCY
                         You don't see it? You did everything 
                         you could to be her. Her job. Her 
                         personality. Her boyfriend. Even her 
                         hair color. I've been watching you, 
                         wondering where the hell Cordelia 
                         Chase went, and when she was replaced 
                         by a pod person.

                                     CORDELIA
                         Okay, I can't disagree there. But 
                         one thing is for damn sure.

               She pulls her hands free, and stands up. she rips off the 
               blond wig.

                                     CORDELIA (CONT'D)
                         I don't have her punning skills.

               She dives onto Nancy. But Nancy is strong. She throws Cordelia 
               across the room. Then she grins.

                                     NANCY
                         Super strength. It's part of the 
                         spell. It's all about sacrificing 
                         people.

               She steps toward Cordelia.

                                     NANCY (CONT'D)
                         You don't have any super strength, 
                         do you, Cor?

               INT. PRODUCTION COMPANY BUILDING - NIGHT

               Wesley and Fred are still trying to find Cordelia.

                                     FRED
                         Where is she? We've been looking 
                         forev... Wait.

               Fred smells the air.

                                     WESLEY
                         What?

                                     FRED
                         Gardenias.

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


                                     WESLEY
                         What about them?

                                     FRED
                         We smelled them just before the demon 
                         appeared. We have to follow the smell.

               She starts leading the way.

               INT. TECHTROPOLIS - NIGHT

               Angel and Gunn continue to fight vampires in the burning 
               building. Angel stakes one. Gunn throws another onto the 
               fire. They are winning the fight. No doubt about it.

               There are five vampires remaining, plus the one who still 
               rests motionless on the ground.

               The vampires attack, but are cautious of the fire. Thee of 
               them go after Angel. Two after Gunn.

               Gunn avoids the punch of one vampire, grabs him, stakes him, 
               and throws him at his friend. The staked vampire TURNS TO 
               DUST in the face of the other vampire, making it impossible 
               for the other vampire to see anything for a moment. In that 
               moment, Gunn stakes that vampire. It TURNS TO DUST.

               Angel is busy fighting the other three vampires. When Gunn 
               is done dusting his vampires, he sees Angel dealing with the 
               other three.

                                     GUNN
                         Angel!

               And with that warning, he tosses Angel his stake. Angel grabs 
               it with his free hand. Now he has two. He quickly stakes two 
               of the vampires, spins around, and stakes the third. They 
               all TURNS TO DUST.

               Gunn walks to Angel.

                                     GUNN (CONT'D)
                         Talk about a rush. How freaky was it 
                         when they surrounded us like that?

               Angel walks to the vampire that is on the ground. He stakes 
               him, and starts to walk out the door. Gunn follows.

               As they leave, the building still burns.

               INT. PRODUCTION COMPANY BUILDING - BASEMENT - NIGHT

               Cordelia is trying to avoid Nancy, who is walking toward 
               her.

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


                                     NANCY
                         Y'know, if you'd just promise not to 
                         tell anyone, we could both be made 
                         famous from this. Think of the money. 
                         You could go back to Sunnydale and 
                         hold your head up high again.

               Cordelia thinks the offer over.

                                     CORDELIA
                         I would. I really would. But it's 
                         not gonna be fun when the show gets 
                         a reputation for having it's crew 
                         members turn up dead, with the face 
                         peel from hell.

                                     NANCY
                         So you'd rather go back to being a 
                         nobody, working for a vampire?

                                     CORDELIA
                         Let's see, now. Go back to possibly 
                         being a nobody, or work on a show 
                         run by a maniac who butchers the 
                         crew, and whose hightlights look 
                         like they were done by a one armed 
                         chimp? That's a toughie.

                                     NANCY
                         Fine. In that case, you're more than 
                         welcomed to die. We can always recast 
                         the lead. You think Harmony would do 
                         it if we promised no day shoots?

               Nancy gets closer and closer to Cordelia. Cordy tries to get 
               away, but there's noplace left to go. She tries kicking Nancy 
               in the gut, but it does nothing.  

               Nancy raises an arm, about to hit Cordy. As she does, there 
               is a BANG. Someone trying to break into the locked basement 
               door. Nancy looks up. Cordelia takes the chance to slip away 
               to the other side of the room. Another BANG.

                                     NANCY (CONT'D)
                         Who could that be? You're little 
                         friend? Got tired of running, did 
                         she?

               The door CRASHES open. Wesley and Fred rush down into the 
               basement.

                                     CORDELIA
                         Wesley?

                                     NANCY
                         See, now if it was the vampire, I 
                         might be worried.

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


                                     FRED
                         This is the demon?

                                     CORDELIA
                         No, this is just another disgruntled 
                         product of the Sunnydale High geek 
                         squad. Watch out, she's strong.

               Nancy smiles at Wesley as he raises his knife.

                                     NANCY
                         That's not gonna get you far.

                                     WESLEY
                         We'll see.

               Nancy turns all of her attention to Wesley. It's all like a 
               game to her. Wesley attacks with the knife. Nancy avoids, 
               and hits Wesley. He stumbles back. She walks toward him. 
               Hits him again. He drops the knife.

                                     FRED
                         Wesley.

               Fred tries to help Wes, but Nancy swats her away. She falls 
               back against the desk.

                                     CORDELIA
                         Fred, the orb!

               Fred looks up and sees the glowing orb on the desk. She picks 
               it up.

               Nancy hits Wesley once more, sending him to the ground.

                                     FRED
                         What do I do with the orb?

                                     CORDELIA
                         Break it. Now!

               Fred throws the orb onto the ground. A WHOOSHING SOUND fills 
               the room as the PURPLE ENERGY VANISHES. Nancy is left 
               powerless. Her voice RETURNS TO NORMAL.

                                     NANCY
                         No!

               She's tapped on the shoulder. She slowly turns. Cordelia is 
               behind her.

                                     CORDELIA
                         You write like a hack. Even when 
                         you're shown what to write word for 
                         word, you still suck. You're still a 
                         nobody.
                                     (MORE)

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


                                     CORDELIA (CONT'D)
                         And in high school, you weren't even 
                         close to being the smartest. I may 
                         be really stupid at times, or really 
                         foolish. But you've never really 
                         been much of anything at all. And 
                         with all that said, I leave you with 
                         this one final closing thought.

               Cordelia punches Nancy right in the face. Nancy goes down. 
               Cordelia smiles a little. Then she grabs her hand in pain.

                                     CORDELIA (CONT'D)
                         Ow!

               INT. CORDELIA'S APARTMENT - ONE WEEK LATER - NIGHT

               Cordelia is sitting on the couch, reading a magazine. There's 
               a KNOCK on her door. She gets up and answers it. It's Angel.

                                     CORDELIA
                         Hey.

                                     ANGEL
                         Hi. 

                                     CORDELIA
                         Come on in.

                                     ANGEL
                         Is Fred here?

                                     CORDELIA
                         Out with Gunn.

               Angel walks into the apartment. Cordy closes the door behind 
               him.

                                     CORDELIA (CONT'D)
                         So, I heard about your encounter at 
                         the night club of the living dead.

                                     ANGEL
                         Yeah. And you... The writer girl.

                                     CORDELIA
                         Yup. My first taste of the real world 
                         in years, and I end up on the tv 
                         show that's being written by a 
                         demonically possessed girl with a 
                         chip the size of Las Vegas on her 
                         shoulder. But hey, it's better to 
                         get that out of the way early right? 
                         Move on to bigger and better things?

                                     ANGEL
                         At least you still have a job.

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


                                     CORDELIA
                         Actually, I don't. The network didn't 
                         like all the bad press. Shocker.
                              (beat)
                         Anyway, the show was canceled a few 
                         days ago.

                                     ANGEL
                         I'm sorry.

                                     CORDELIA
                         Don't be.

               She looks him in the eyes.

                                     CORDELIA (CONT'D)
                         It's time I stopped playing Buffy.

               He looks down. Getting the message.

                                     ANGEL
                         So what will you do now?

                                     CORDELIA
                              (smiles)
                         I have no clue. I guess I go back to 
                         auditioning. Plus, I should really 
                         figure out who I am. I've gone from 
                         acting like a ditz in high school, 
                         to acting like a super hero here.

                                     ANGEL
                         So where do you think you'll wind 
                         up?

                                     CORDELIA
                         Don't know. Probably someplace in 
                         the middle. I'm tired of acting like 
                         Molly Sweet-N-Bright, but at the 
                         same time I kinda like being taken 
                         seriously.

                                     ANGEL
                         You have a lot to think about.

                                     CORDELIA
                         Should be interesting.

               Angel's CELL PHONE RINGS. He holds up a finger, telling her 
               to hold on a sec. And then he answers it.

                                     ANGEL
                              (into phone)
                         Yeah?

               He's not happy to hear the person on the other end of the 
               line.

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


                                     ANGEL (CONT'D)
                         When?
                              (beat)
                         Yeah, I'm on my way.

               He hangs up.

                                     CORDELIA
                         Wesley?

                                     ANGEL
                         How'd you...?

                                     CORDELIA
                         There are about four people who call 
                         that phone. And only one of those 
                         can get you to scowl like that.

                                     ANGEL
                         I have to go.

                                     CORDELIA
                         What's up? Anything you need a 
                         confused ex-cheerleader for?

                                     ANGEL
                         No.

               Angel starts to walk out.

                                     ANGEL (CONT'D)
                         I'll talk to you later.

               INT. WESLEY'S APARTMENT - NIGHT

               Wesley is once again working on the scrolls. He has the 
               "Tehosh Biru" book out, as well as the two that he picked up 
               at the museum. He's been working long, hard hours to translate 
               the scrolls.

               There's a KNOCK on his door. He goes to it and opens it. 
               It's Angel.

                                     WESLEY
                         Angel, come in.

                                     ANGEL
                         You said you translated the scrolls.

                                     WESLEY
                         Most of them, yes. I'm afraid it's 
                         not something that any of us were 
                         expecting.

                                     ANGEL
                         What do they say about Conner?

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


                                     WESLEY
                         You should sit.

                                     ANGEL
                         I don't want to sit. I want answers.

               Wesley stays standing with Angel. He looks at him, not knowing 
               how to say what he must say.

                                     WESLEY
                         I've checked the scrolls several 
                         times. I can't get an exact 
                         translation, but the meaning is still 
                         the same.

                                     ANGEL
                         Just tell me.

               Wesley looks at the ground. Then back to Angel.

                                     WESLEY
                         Angel, Conner isn't your son.

               Angel looks at Wesley. Confused as hell. How can this possibly 
               be?

                                                             FADE TO BLACK:

                                       END OF SHOW