THE SUMMER OF AUGHT ONE

                                         "Devoid"

                                          TEASER

               FADE IN:

               EXT. FANCY LOS ANGELES CAFE -- NIGHT

               LILAH is sitting outside the cafe at one of those outside 
               tables. She is eating a salad, and looking over every piece 
               of information that she has on Faith. As she does, she talks 
               to herself.

                                     LILAH
                         Okay, think. How do you kill a slayer?
                              (beat)
                         Should be easy enough. After all, 
                         only a few ever lived past the age 
                         of 18.

               She flips through more papers.

                                     LILAH (CONT'D)
                         But this one is special. Not just 
                         hard to kill, but she has to be killed 
                         in just the right way. Something 
                         poetic.

               An idea hits her. She grins.

                                     LILAH (CONT'D)
                         Oh, I know just the thing. The perfect 
                         way to finish you off. 

               Happy with herself, Lilah throws some money on the table to 
               pay for the bill.

                                     LILAH (CONT'D)
                         And believe me, by the time I'm 
                         finished with you, you'll be wishing 
                         I killed you sooner.

               Still grinning, she stands up. In her rush, she trips over 
               one of the table's legs, and falls to the ground. Her salad 
               lands in her lap, the dressing getting all over her perfectly 
               tailored suit.

                                     LILAH (CONT'D)
                         Crap.

               EXT. DAWN'S PORCH -- NIGHT

               The night is still. Nobody around until DAWN and REED walk 
               up tot he house. They're laughing and having a good time.

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


               They're in the same clothes as they were when we last saw 
               them in the last episode because this is the same night.

                                     REED
                         Okay, so I'm not the world's best 
                         dancer.

                                     DAWN
                         There was toe steppage.

                                     REED
                         Which has been known to happen to 
                         other people too.

                                     DAWN
                         Yeah, but they usually step on the 
                         toes of the person they're dancing 
                         with.

               They laugh some more. Finally, they reach the door. End of 
               date time.

                                     DAWN (CONT'D)
                         I had fun.

                                     REED
                         Me too.

               They stand in awkward silence for a beat.

                                     DAWN
                         So... wanna do it again sometime?

                                     REED
                         Sure.

                                     DAWN
                         Cool.

               More silence. Finally, Reed puts his hand on her shoulder.

                                     REED
                         Really. I had fun.

               She smiles. They lock eyes. He moves in to kiss her. She 
               doesn't know exactly what to do. She closes her eyes. As 
               he's about to kiss her, the sound of a DRIP is heard. She 
               looks down, and sees something on her shoe. Slime.

               Confused, she looks up. She's shocked to see that Reed has 
               turned into an ugly, slimy demon! She GASPS!

               Reed grins, showing his sharp teeth.

                                     REED (CONT'D)
                         C'mon. Gimme a little sugar.

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


               Dawn tries to back away, but has nowhere to go. She's backed 
               against the door, and she can't open it because it's locked.

               Reed opens his mouth wide, and moves in to bite her. She 
               closes her eyes, expecting the pain.

               Then, out of nowhere, a hand grabs him and throws him to the 
               ground. Dawn opens her eyes and sees FAITH.

               Reed gets up and attacks Faith. They have it out. Much 
               impressive fighting. Then, finally, Faith SNAPS his neck. He 
               hits the ground and TURNS INTO A PUDDLE OF SLIME.

               Faith turns back to Dawn. She doesn't know quite what to 
               say. 

                                     FAITH
                         Hey. You okay?

               Dawn pulls out the key to the door.

                                     DAWN
                         Fine.

               She turns and unlocks the door. She opens it and walks inside. 
               Faith moves, as if to follow her.

                                     DAWN (CONT'D)
                         You can leave now.

               Then she slams the door in Faith's face. Faith stands there. 
               That had to hurt.

                                                             FADE TO BLACK:

                                      END OF TEASER

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


                                         ACT ONE

               FADE IN:

               INT. DAWN'S LIVING ROOM -- NIGHT

               Dawn walks into the room, fresh from her Faith encounter. 
               TARA is sitting on the couch, watching tv. When she sees 
               Dawn she turns it off and stands up.

                                     TARA
                         Where were you? It's almost one in 
                         the morning.

               Dawn is still disturbed by what just happened outside.

                                     DAWN
                         I was out.

                                     TARA
                         I think I need more than that.

                                     DAWN
                         Can we talk about this tomorrow? I'm 
                         tired.

               Dawn starts to walk away.

                                     TARA
                         Dawn.

               Dawn turns around.

                                     TARA (CONT'D)
                         You can't just come home whenever 
                         you want. The deal was that you'd 
                         let us watch after you. That's why 
                         you're not with social services.

                                     DAWN
                         So what are you gonna do? Let them 
                         have me?
                              (beat)
                         Tara, I was late one night. It's not 
                         like we never pull the night shift 
                         around here.

                                     TARA
                         That's different. That's fighting 
                         evil.

                                     DAWN
                         Well... I was attacked by a demon.

               Tara's look is one of shock. A "And you're just not telling 
               me this?" look.

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


                                     DAWN (CONT'D)
                         Yeah. A demon attacked me. A big, 
                         slime demon. All drippy and stuff. 
                         That's why I was late.

                                     TARA
                         Oh.
                              (beat)
                         Well, are you okay? What happened? 
                         Should I call Giles?

                                     DAWN
                         I'm fine. The demon's a big slime 
                         puddle in the front yard.

                                     TARA
                         Oh. Okay.

                                     DAWN
                         Can I go to bed now?

                                     TARA
                         Yeah, sure.

               Dawn walks away, still distant. As she walks up the stairs, 
               she turns back to Tara.

                                     DAWN
                         Oh. I almost forgot... Faith's in 
                         town.

               And Dawn continues up the stairs.

               Tara stands there, not knowing what to think. From the kitchen 
               comes CORDELIA, holding a bag of chips. She walks to Tara.

                                     CORDELIA
                         Hey, I got chips.

               Cordy looks up the stairs.

                                     CORDELIA (CONT'D)
                         Was that Dawn?

               INT. THE MAGIC BOX -- DAY

               Dawn, WILLOW, GILES, ANYA, TARA and CORDELIA are sitting 
               around the table.

                                     WILLOW
                         She's in town? And she went to the 
                         house?

                                     DAWN
                         Yeah. Killed demon.

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


                                     WILLOW
                         Then what happened?

                                     DAWN
                         Nothing much. I just went inside and 
                         to bed.

                                     GILES
                         So you didn't speak to her?

                                     DAWN
                         I knew I forgot something. I'll mark 
                         it down. "Chat up the girl who almost 
                         killed you and everyone you know on 
                         more than one occasion."

                                     GILES
                         Right. I can see how that might be 
                         strange.

                                     WILLOW
                         So where do you think she is now?

                                     CORDELIA
                         Angel and Wesley are supposed to be 
                         with her.

                                     ANYA
                         Unless she killed them both and put 
                         their limp bodies in the trunk of 
                         the car, then drove her herself.
                              (beat)
                         Cause she sounds like the type of 
                         person who might do that.

                                     TARA
                         I'm sure she wouldn't. I mean she's 
                         gotten better, right?

                                     GILES
                         She did surrender to the police on 
                         her own. However, I think it would 
                         be best not to jump to any conclusions 
                         too soon, on either side of the issue.

                                     CORDELIA
                         Yeah. Good thinking. Then, after we 
                         see her and discover that she's still 
                         evil, we get to kill her, right?

                                     WILLOW
                         Wait. So if she was in town last 
                         night, where is she? Where are Angel 
                         and Wesley?

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


                                     ANYA
                         Xander! Oh, God! She's killed Xander 
                         and taken up residence in his 
                         apartment!

                                     GILES
                         It's good to see that nobody is 
                         jumping to conclusions.

                                     TARA
                         Hasn't anyone seen Xander today? 
                         Anya?

                                     ANYA
                         I spent last night at my own 
                         apartment. Xander was insisting on 
                         watching a MASH marathon, and I didn't 
                         feel like reliving that mess again.

                                     WILLOW
                         You were in Korea?

                                     ANYA
                         No. The set of the series. I can't 
                         even remember how many times that 
                         white haired woman made me do things 
                         to the men on the show. That's why 
                         so many cast members ended up leaving, 
                         y'know. That was me.

                                     TARA
                         Okay, so we'll call him.

                                     WILLOW
                         Right. We'll call him.

               A THUD is heard from the training room. Everyone looks in 
               that direction.

                                     CORDELIA
                         I don't suppose you guys would have, 
                         like, really big mice in the store?

               Giles grabs a knife from one of the shelves, and slowly starts 
               walking toward the training room.

                                     WILLOW
                              (to the others)
                         We should probably follow him.

               They stand up and start walking too.

               Everyone slowly creeps toward the doorway to the training 
               room. Silent, so as not to be heard by whatever might be in 
               the other room.

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


               Finally, Giles reaches the doorway, just as XANDER walks 
               through. Giles almost stabs him.

                                     XANDER
                         Wah!

               Giles and the others in the shop realize that it's Xander.

                                     ANYA
                         Xander. You're alive.

                                     XANDER
                         When I feel like it, yeah. What's 
                         up?

                                     GILES
                         We were hoping you might tell us.

                                     XANDER
                         Oh, that.
                              (beat)
                         Yeah, that's why I'm here. I came in 
                         the back way so Angel wouldn't get 
                         all powdery.

                                     CORDELIA
                         Angel's with you?

                                     XANDER
                         Yeah. Wes too. They're in the back 
                         with Faith.

                                     DAWN
                         You're with Faith?

                                     XANDER
                         Well, I wouldn't exactly put it that 
                         way. More like, I was talked into 
                         letting them sleep in my living room 
                         by Angel, and spent the night with 
                         my bedroom door locked, and an ax 
                         hidden under my pillow.
                              (then)
                         Which isn't actually a good idea.

               He holds up his hands, which are full of bandages.

                                     WILLOW
                         So Faith is right back there?

                                     XANDER
                         Yeah.

                                     WILLOW
                         Are we allowed to kill her?

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


                                     GILES
                         I don't think that would be wise.

                                     TARA
                         What is she like? I mean... how is 
                         she acting?

                                     XANDER
                         I haven't really said much to her. 
                         But from what I can tell, she hasn't 
                         attacked anyone innocent yet. Though 
                         I thought I overheard her say 
                         something about a demon last night.

                                     CORDELIA
                         Yeah, that was at the house. Can you 
                         believe she tried to talk to Dawn?

                                     DAWN
                         So what happens now? Do we have to 
                         talk to her?

                                     GILES
                         Perhaps it would be best if I went 
                         in there alone. Found out what she 
                         is like before exposing you all to 
                         her.

                                     CORDELIA
                         Good idea. Then we can, y'know, dig 
                         out weapons and have time to get 
                         ready for doing her some serious 
                         bodily damage.

               Giles starts to walk back to the training room, holding the 
               knife.

               INT. TRAINING ROOM -- DAY

               Giles walks into the training room. ANGEL, WESLEY and Faith 
               are waiting for him. When Giles enters, and starts walking 
               toward Faith, it's with a perfectly straight, serious face.

               Angel taps Wesley's shoulder and motions for Wes to follow 
               him to the other side of the room. Faith watches them go, 
               and looks at Giles like he's the dentist, coming at her with 
               a drill. Giles finally stops, right in front of her.

               He looks her up and down.

                                     GILES
                         Faith.

                                     FAITH
                         Giles.

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


                                     GILES
                         I assume you're doing well.

                                     FAITH
                         Five by five.

                                     GILES
                         Yes, of course. And why shouldn't 
                         you be? You get to skip out of your 
                         prison sentence.

                                     FAITH
                         Yeah. I guess.

                                     GILES
                         And what do you think of that? Do 
                         you think you deserve to be out? 
                         Because the way I see it, you should 
                         never be allowed to set foot outside 
                         again.

                                     FAITH
                         Whatever.

                                     ANGEL
                         Faith.

               Faith looks at Angel, and gathers herself.

                                     FAITH
                         Look, I don't think I should be out. 
                         Fact is, I don't even want to be 
                         here. Wasn't my idea to open the 
                         cell doors and let me walk.

                                     GILES
                         So you don't want to face the mess 
                         that you've created for yourself?

                                     FAITH
                         I didn't say that.

                                     GILES
                         So you are willing to face your past? 
                         The people that you've hurt over the 
                         years?

                                     FAITH
                         I guess.

               Giles walks around her, inspecting her.

                                     GILES
                         And what reaction do you expect to 
                         get from those people?

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


                                     FAITH
                         I don't know. Anger, I guess?

                                     GILES
                         You guess? It wasn't a trick question, 
                         Faith, and I don't think it was a 
                         difficult one to answer. And frankly, 
                         I'd be surprised if anger was the 
                         most you got.

                                     FAITH
                         Okay, you know it all, so you tell 
                         me. What should I expect?

                                     GILES
                         Did I ask you to talk?

               Faith walks away from him, to the middle of the room.

                                     FAITH
                         What do you want from me?

                                     GILES
                         I don't think the better part of 
                         your life spent behind bars would be 
                         too much to ask.

                                     FAITH
                         You know what? I don't need this.

               Faith starts to walk out the door. Angel steps in front of 
               her.

                                     FAITH (CONT'D)
                         Get out of my way.

                                     ANGEL
                         I can't do that.

                                     FAITH
                         Nobody here is looking to give me a 
                         chance. What am I supposed to do? I 
                         tried.

                                     ANGEL
                         Then try again. This isn't going to 
                         be easy. You have a lot to make up 
                         for, but you can't keep running away 
                         from it.

                                     FAITH
                         Fine.

               Faith turns back to Giles.

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


                                     FAITH (CONT'D)
                         What do I expect? I expect them to 
                         want me dead. I expect them to want 
                         to either avoid me, or attack me. I 
                         expect them to do everything they 
                         can to make sure that my life comes 
                         as close to hell as I can possibly 
                         get. I expect them to be comparing 
                         me to Buffy or Kendra as much as 
                         they possibly can, making me feel 
                         worse than I already do. And I expect 
                         that they'll do it, because right 
                         now, I'm a pretty easy target to you 
                         people.
                              (then)
                         Is that what you wanted me to say?

                                     GILES
                         It's a start.

               Faith smiles, but it's a sarcastic smile.

                                     FAITH
                         A start.

               INT. THE MAGIC BOX -- DAY

               Xander and Anya are talking at the counter. Dawn and Cordelia 
               are looking at some of the merchandise, smelling it and stuff.

               Willow and Tara are at the table. Willow is reading.

                                     TARA
                         What are you reading?

                                     WILLOW
                         Oh.
                              (beat)
                         I've been thinking about a spell. 
                         Something that can help to let us 
                         know when that spell I did on the 
                         social services people is about to 
                         drop.

                                     TARA
                         What kind of spell is it?

                                     WILLOW
                         A pretty simple one, if I can find 
                         it, I think. A energy meter. It tests 
                         the energy of the spell and keeps 
                         track of it. I know I've seen it 
                         here somewhere.

                                     TARA
                         Can I do anything?

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


                                     WILLOW
                         Um... yeah. You can look in the Teemak 
                         collection. It might have been in 
                         there.

                                     TARA
                         Okay.

               Tara gets up and walks to the upper level. She passes Dawn 
               and Cordy who are talking.

                                     DAWN
                         What do you think they're talking 
                         about?

                                     CORDELIA
                         I don't know. What she did, I guess.

                                     DAWN
                         Do you think she's sorry?

                                     CORDELIA
                         I'm not sure. Angel thinks she is.

                                     DAWN
                         But he thought that before, and she 
                         went nutso again, right?

                                     CORDELIA
                         Yup.

                                     DAWN
                         What if she's not sorry? What if she 
                         tries it again?

               Cordy looks Dawn in the eyes.

                                     CORDELIA
                         Then we'll kick her ass.

                                     DAWN
                         She's a slayer.

                                     CORDELIA
                         And we have two witches, two vampires, 
                         two Watchers, and four normal people 
                         with fighting skills on our side.

                                     DAWN
                         Do you think we're safe?

                                     CORDELIA
                         Safe as houses.

               As Dawn goes back to looking at merchandise, the look on 
               Cordy's face lets us know that she's not as sure as she 
               sounded.

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


               Xander and Anya chat near the counter.

                                     ANYA
                         I was worried. I thought Faith had 
                         killed you and you were decaying in 
                         your bathroom.

                                     XANDER
                         I'm fine.

                                     ANYA
                         But if you weren't fine.
                              (beat)
                         What if our wedding had been ruined 
                         because you were dead?

                                     XANDER
                         I wouldn't leave you. I'll never 
                         leave you.

               Anya kisses him.

               Tara walks back to the table, holding three books. She sets 
               them down, and sits. She starts looking through them.

                                     TARA
                         Find anything yet?

                                     WILLOW
                         Not yet.

               Willow turns a page. Her eyes light up.

                                     WILLOW (CONT'D)
                         Ooh. Hey, I found it.

               Tara leans over and reads the spell as Willow does.

                                     TARA
                         It looks easy enough.

                                     WILLOW
                         Yeah. I think we can do this.

                                     TARA
                         We'll need a box of Asnem.

                                     WILLOW
                         I think we have one here. Ask Anya.

                                     TARA
                         Okay. 

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


               EXT. MAIN STREET -- DAY

               Life in Sunnydale is the same as always. Work crews are still 
               working on fixing the big hole left in the street on the 
               night that Buffy died.

               A car drives up the street and parks on the side. The door 
               opens and Lilah steps out. She looks around.

                                     LILAH
                         How... quaint.

               She reaches back into the car and pulls out her briefcase. 
               Then she closes the door, SETS THE ALARM, and walks down the 
               street.

                                                             FADE TO BLACK:

                                      END OF ACT ONE

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


                                         ACT TWO

               FADE IN:

               INT. THE MAGIC BOX -- NIGHT

               Dawn, Cordelia, Tara, Willow, Xander, Anya, and Wesley are 
               sitting, waiting. Silence all around. Maybe some bored nail 
               tapping by the ones who aren't busy

               Willow and Tara are mixing different colored powders in a 
               bowl.

               SPIKE walks in. The RINGING BELL OVER THE DOOR is a shock to 
               the ears. Everyone looks at him.

                                     SPIKE
                         What? What's wrong?

                                     XANDER
                         Nothing's wrong. We're just waiting.

                                     SPIKE
                         For what? Did you order a pizza? I 
                         could do with a bite to nibble on.

                                     CORDELIA
                         I didn't know they topped pizzas 
                         with blood around here.

                                     XANDER
                              (to Cordy)
                         Hey, that's enou... Actually not a 
                         bad idea. Someone could probably 
                         make some good money with that.

                                     TARA
                         Xander's right.
                              (beat)
                         I mean, about the "enough" part. 
                         Things are tense enough without 
                         sarcastic showdowns, don't you think?

                                     SPIKE
                         Why tense?

                                     DAWN
                         Faith's in the back room with Giles 
                         and Angel?

                                     SPIKE
                         Angel's back in town? Bloody hell.
                              (off their faces)
                         Oh. Right. I forgot. Faith's bad.
                              (beat)
                         Well then, grr. On with that disliking 
                         of ours, I say.

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


               Spike walks into the room, and over the table where Willow 
               and Tara are.

                                     SPIKE (CONT'D)
                         What are we doing here? Some sort of 
                         slayer binding spell? Can that bitch 
                         before she starts, right? Good 
                         thinking.

                                     WILLOW
                         We're working on an energy meter.

                                     SPIKE
                         Oh. In that, case... as you were.

               Spike walks to Anya and whispers.

                                     SPIKE (CONT'D)
                         How am I doing? Can you feel the 
                         anger?

                                     ANYA
                         Slight over acting, but not too bad. 
                         I'd say you stand a moderate chance 
                         of having your evil deeds against 
                         everyone forgotten while Faith is 
                         here.

                                     SPIKE
                         Just what I was going for.

               Dawn walks to Willow and Tara.

                                     DAWN
                         So what's this gonna be like?

                                     TARA
                         It should be like-- um, like a ball 
                         of light. Maybe about the size of a 
                         robin egg.

                                     DAWN
                         Sounds pretty.

                                     WILLOW
                         It should be.

               INT. TRAINING ROOM -- NIGHT

               Angel is standing on the side of the room, watching as Giles 
               works out with Faith. Giles is holding a big wooden stick 
               thing. He's attacking Faith with it.

                                     GILES
                         You're stance isn't solid enough. 
                         Stiffen that right leg.

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


               Faith is having a hard time. She's not into the training, 
               not wanting to hurt Giles. Giles is going at her hard.

                                     FAITH
                         Sorry, been out of the game for a 
                         while.

                                     GILES
                         That is not an excuse, Faith. A 
                         vampire will not go easy on you simply 
                         because you've been "out of the game".

                                     FAITH
                         Sorry.

               Giles goes at her again. Angel isn't enjoying this, but he's 
               letting it go on.

               Giles takes a swing at Faith with the stick thing, and gets 
               a hit in, causing her to lose balance. She falls to the 
               ground. Giles stands over her, putting the stick up to her 
               face.

                                     GILES
                         You're dead right now because you're 
                         not good enough to win.

               Faith tries to turn away, but Giles won't let her. He moves 
               the stick along with her face.

                                     ANGEL
                         Hey.

                                     GILES
                         Stay out of this, Angel.

                                     ANGEL
                         Don't you think this is going a little 
                         too far?

                                     FAITH
                         Angel, don't. I can handle myself.

                                     GILES
                         Can you?

               Enough. Faith grabs the stick and snaps it in half. She uses 
               her legs to push Giles away from her, then jumps to her feet.

               They have it out. Each one using half of the stick as both a 
               weapon and a shield. Before too long, Faith sweeps Giles' 
               legs out from under him, and he falls to the floor. She puts 
               her stick in his face.

                                     FAITH
                         Now you're dead because you're not 
                         good enough.

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


               Giles swats the stick away from his face. Faith tosses it to 
               the side, and walks away from him.

                                     ANGEL
                         How much longer will this go on? You 
                         can't keep acting like this.

                                     FAITH
                         Tell that to him.

                                     GILES
                         I must test her skills before she 
                         can return to duty.

                                     ANGEL
                         You're going too far.

                                     GILES
                         This woman has taken lives, Angel. 
                         She almost took yours. She stole 
                         Buffy's body. Shall I go on with the 
                         list?
                              (beat)
                         She cannot expect to simply walk 
                         back into our lives, and act like 
                         she is just part of the gang.

                                     FAITH
                         And what am I supposed to do? How 
                         many ways can I possibly say I'm 
                         sorry? What's the magic word that 
                         will make everything okay?

                                     ANGEL
                         Time.
                              (then)
                         That's the only thing that can ever 
                         begin to heal all of these wounds. 
                         But we have to help it along. We 
                         can't go around, trying to kill each 
                         other.

               INT. WILLY'S PLACE -- NIGHT

               Lilah walks in and looks around. She walks to the bar, and 
               is about to take a seat, but looks down at the stool and 
               decides not to take any chances. She grabs a few napkins 
               from the napkin dispenser on the bar, and puts them on the 
               stool, then sits down.

               WILLY walks out of the back room and sees her. He checks out 
               her suit.

                                     WILLY
                         You must be the lawyer. 
                              (beat)

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


                                     WILLY (CONT'D)
                         What'll it be?

                                     LILAH
                         Yeah. I'm gonna put something from 
                         this place in my mouth. Then I'm 
                         planning to cut myself with a rusty 
                         knife, and poke myself with used 
                         needles. Just take me to him.

                                     WILLY
                         In good time. He's setting up in the 
                         back.
                              (beat)
                         So, what brings you to the Hellmouth?

                                     LILAH
                         The slayer.

                                     WILLY
                         Oh, nothin' doin', Hun. Slayer's 
                         been dead for weeks now.

                                     LILAH
                         I'm talking about the other one.

                                     WILLY
                         Faith? I heard she was coming back 
                         to town, but I didn't think people 
                         would be after her quite this soon.

                                     LILAH
                         I like to be original.

               THUNDER ROARS.

                                     WILLY
                         Okay, that's our signal to go on 
                         back.

                                     LILAH
                         You wait out here. I'll handle this 
                         alone.

               Lilah walks past the bar, into the back room.

               INT. WILLY'S BACK ROOM -- NIGHT

               Lilah enters. Around the room, candles burn. A FOG hovers 
               around the ceiling. As Lilah walks in, she sees a SHROUDED 
               DEMON standing in the back corner of the room.

                                     DEMON
                         You have summoned me here. Explain 
                         yourself.

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


                                     LILAH
                         I am in need of your services.

                                     DEMON
                         My services are not to be taken with 
                         a light heart, or an empty purse.

                                     LILAH
                         I assure you, I have neither. My 
                         company is willing to offer you 
                         thirteen pristine condition offerings.

                                     DEMON
                         I accept your offer. Give me the 
                         information that I will need.

               INT. THE MAGIC BOX -- NIGHT

               Willow and Tara are about ready to do the spell. This has 
               the others interested. They're gathering around to watch.

                                     WILLOW
                         Okay, hand me the box.

               Tara hands Willow a small wooden box. Willow pours the powder 
               from the bowl into the box.

                                     CORDELIA
                         How does this work, exactly?

                                     WILLOW
                         We'll say what's written in the book. 
                         Then, the powder should become a 
                         light.

                                     CORDELIA
                         So there's no chance that this could 
                         all backfire and we could all be 
                         screwed? Y'know... cause that kinda 
                         tends to happen.

                                     TARA
                         I think this one is pretty simple.

                                     WILLOW
                         Okay, let's do it.

               Willow and Tara focus on the box, and the powder. Everyone 
               falls silent.

                                     WILLOW (CONT'D)
                         Evra, holder to the keys of the 
                         underworld, we call to you.

                                     TARA
                         Hear us, and answer our pleas.

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


                                     WILLOW
                         We summon you to this building and 
                         this room.

                                     TARA
                         We ask of you to help us on our 
                         journey.

                                     WILLOW
                         Give us access to your powers and 
                         your skill.

                                     TARA
                         Aid us in this, which we ask of you.

                                     WILLOW
                         By the coasts of the north and of 
                         the west, we summon you.

                                     TARA
                         By the coasts of the south and of 
                         the east, we summon you.

                                     WILLOW
                         Ignite this which is before us, and 
                         give us site into the powers of your 
                         master.
                              (demon talk)
                         Asaike em, es ophaj.

                                     TARA
                              (also in demon talk)
                         Prial, tem, legran. Byaster egros 
                         impherina.

               THE POWDER BEGINS TO SPARKLE.

                                     WILLOW
                         Ignite!

               THE POWDER TRANSFORMS INTO A BALL OF LIGHT.

               Blinded by this sudden light, the gang doesn't notice a BLUE 
               FLASH that fills the room. When the BLUE FLASH is gone, so 
               are most of the people in the room. Spike is the only one 
               left.

                                     SPIKE
                         Um... 

               INT. TRAINING ROOM -- NIGHT

               Giles, Faith, and Angel are still standing. Still not 
               friendly.

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


                                     GILES
                         I don't care what the Council says, 
                         I...!

               BLUE FLASH. Giles and Angel vanish. Faith is left alone. She 
               looks around.

                                     FAITH
                         Angel? Giles?

               From the shop, Spike enters the training room in a hurry. He 
               looks at Faith. Faith looks at him.

                                     FAITH (CONT'D)
                         Spike. You did this.

               She goes to attack.

                                     SPIKE
                         Calm down, princess. I didn't do a 
                         bloody thing. I happen to be a good 
                         guy now.

                                     FAITH
                         I don't have time for this. What did 
                         you do with them?

                                     SPIKE
                         I told you, I didn't do a damn thing. 
                         I could be asking you the same 
                         question though.

                                     FAITH
                         This isn't getting us anywhere. Tell 
                         me what happened in the other room.

                                     SPIKE
                         The two witches were up to some 
                         spells. Big light, then they were 
                         gone.

                                     FAITH
                         All of them?

                                     SPIKE
                         Yeah.

                                     FAITH
                         So then we're pretty much screwed.

                                     SPIKE
                         Pretty much.

               INT. THE MAGIC BOX -- NIGHT

               Faith and Spike hurry into the shop. Faith stop to look 
               around.

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


                                     FAITH
                         Has this place grown since I was 
                         last here?

                                     SPIKE
                         Over here.

               Spike leads her to the table. The box still sits on it, the 
               LIGHT still shining in it. The spell book still rests next 
               to it.

                                     FAITH
                         Okay, so see if the spell book 
                         mentions anything.

                                     SPIKE
                         Why me? Don't you know how to read?

                                     FAITH
                         You're the English one.

                                     SPIKE
                         And that makes me the book worm?

                                     FAITH
                         More than I am.

               Spike gives up and just picks up the book. He looks over it. 
               Flips pages. Nods some. Maybe goes "Mm-hmm" a couple times. 
               Then he tosses the book back on the table.

                                     SPIKE
                         Nothing.

                                     FAITH
                         It has to be in there.

                                     SPIKE
                         Well, it's not.

                                     FAITH
                         Then what the hell happened? Where 
                         did they go, and why are we still 
                         here?

               Then a thought hits Faith. She walks to the shop door and 
               opens it. She rushes through it.

               EXT. MAIN STREET -- NIGHT

               Faith walks to the middle of the street and looks around. 
               Spike follows her.

                                     SPIKE
                         What are you doing?

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


                                     FAITH
                         Look around.

               Spike does.

                                     SPIKE
                         So?

                                     FAITH
                         There's nobody else here either. 
                         We're the only ones.

               Behind them, a SHADOW moves across the screen. They don't 
               see it, since they don't have eyes in the back of their heads.

                                     SPIKE
                         You're right.

                                     FAITH
                         Thanks for the confirmation.

               Faith walks to some store windows and takes a look inside 
               them. She sees nothing.

                                     SPIKE
                         You're a slayer. Don't you have some 
                         kind of sense about these things? 
                         Can't you feel what's going on?

                                     FAITH
                         I'm not psychic. I kick ass, that's 
                         pretty much my limit.

               INT. WILLY'S PLACE -- NIGHT

               Lilah is sitting at the bar, drinking a glass of wine. The 
               place is now empty. She is the only person there.

               EXT. MAIN STREET -- NIGHT

               Faith and Spike are still trying to figure things out.

                                     FAITH
                         Okay, we split up. Look around town. 
                         Cemeteries.

                                     SPIKE
                         For what?

                                     FAITH
                         Demons. If this wasn't caused by 
                         Willow's spell, then there has to be 
                         something else causing it, right?

                                     SPIKE
                         Um... I guess so. Sure.

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


                                     FAITH
                         So we find it. It has to be here for 
                         a reason.

                                     SPIKE
                         Okay, one still has to wonder why 
                         the hell we're here.

                                     FAITH
                         We can figure that crap out later.
                              (beat)
                         Okay, split up. We meet back here in 
                         an hour.

                                     SPIKE
                         Well, aren't we all the leader of 
                         the pack? I didn't think you'd be 
                         the type.

                                     FAITH
                         Someone's gotta be. Now, split.

               They go their own ways.

               EXT. CEMETERY -- NIGHT

               Faith walks alone through the cemetery. She looks around for 
               anything that's not normal.

               She trips and falls to the ground.

                                     FAITH
                         Very slick.

               She struggles to get up. As she looks up she sees that she's 
               fallen right in front of Buffy's grave. She pauses. Looks at 
               it. There is a fresh, single red rose paying in front of the 
               grave, but Faith doesn't pay attention to that. She kneels 
               in front of the tombstone.

                                     FAITH (CONT'D)
                         How am I supposed to do this, B? I'm 
                         not you. I don't have the commando 
                         brain.

               She looks around.

                                     FAITH (CONT'D)
                         Great. Now I'm talkin' to a fancy 
                         carved rock.

               Then she sees something. Footprints in the grass. Boot 
               impressions that look like one foot was being dragged behind.

               She stands up and follows them.

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


               EXT. PARK -- NIGHT

               Spike walks through the park, just strolling along.

                                     SPIKE
                         Hello? Calling all demons?
                              (beat)
                         Fine then, don't answer. See if I 
                         care.

               He walks a bit more.

                                     SPIKE (CONT'D)
                         Oh, come on!

               Then he sees something. A shadow moving in the distance. He 
               goes after it.

               EXT. RESIDENTIAL STREET -- CONTINUOUS -- NIGHT

               Spike runs into the street. He looks around. Sees nothing.

               EXT. CEMETERY -- NIGHT

               Faith is still following the footprints. But they just stop, 
               so she can't go on. She's now standing next to a crypt.

                                     FAITH
                         Okay, so where'd you go?

               She looks around, but sees nothing. Finally, she looks up. 
               She's just in time to catch site of a DARK FIGURE as it jumps 
               down on her. She falls to the ground, but gets back up. Before 
               she can regain composure, she figure attacks her. The figure 
               is dressed in black rags. It's got shoulder-length, deep red 
               hair, and claws. It's clawing at Faith. Faith is trying to 
               get it off of her.

               Finally, Faith throws the monster away and gets a good look 
               at the creature... it's Willow! Well, a monster version of 
               her, but obviously her.

                                     FAITH (CONT'D)
                         Willow?

                                                             FADE TO BLACK:

                                      END OF ACT TWO

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


                                        ACT THREE

               FADE IN:

               EXT. CEMETERY -- NIGHT

               Where we left off. Faith is shocked to see that the demon is 
               Willow. Demon Willow growls, and attacks Faith. Faith tries 
               to fight back, but doesn't want to do any real damage.

                                     FAITH
                         Willow, stop! You don't know what 
                         you're doing.
                              (beat)
                         Then again, I guess you might.

               Willow attacks again. Faith fights, still just trying to 
               hold Willow back.

                                     FAITH (CONT'D)
                         You have to be in there.

               Still with the fighting. Finally, Faith gives up. She runs 
               like hell.

               EXT. MAIN STREET -- NIGHT

               Spike is walking up the dark, quiet street. He's looking 
               around for the shadow he saw.

                                     SPIKE
                         Hello?

               Then there's a noise. FOOTSTEPS getting closer and closer. 
               Running. Spike turns around to see what it is.

                                     SPIKE (CONT'D)
                         What the...

               Finally, Faith runs into view. She runs as fast as she can 
               in Spike's direction.

                                     SPIKE (CONT'D)
                         What's going on?

               Faith catches up to Spike and stops short.

                                     FAITH
                         Demon.

                                     SPIKE
                         You saw it?

                                     FAITH
                         It's Willow.

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


                                     SPIKE
                         What about Willow? The demon got 
                         her?

                                     FAITH
                         Shut up and listen.
                              (then)
                         Willow is a demon. She attacked me 
                         in the cemetery. She's a strong bitch 
                         too.

                                     SPIKE
                         Willow's a demon? Y'know, I saw that 
                         coming. I tell you what. It's probably 
                         that D'Hoffryn making her all 
                         vengeancy.

               SHADOWS are cast onto the street next to them. Spike looks 
               down and sees the shadows of three figures. He looks up just 
               in time to see THREE FIGURES jumping to the ground near him.

               A Xander demon. Short, but razor sharp hair. Bulky. He has 
               sharp teeth, and a red spot on his chest, over his heart, 
               and another around his neck.

               A Wesley demon. Bald. Big head. He circles, as though plotting 
               his attack. He drools, but it is not normal drool. He drools 
               blood.

               And finally, a Cordelia demon. Her hair is long, and at the 
               end, spiked balls are attached. She swings her head as though 
               her hair was a weapon. Around one of her eyes is a blue mark.

               For a moment, there's an eerie pause as the demons take in 
               Faith and Spike, and as Faith and Spike take in the demons.

                                     SPIKE (CONT'D)
                         I see what you mean about the Willow 
                         demon now.

               Xander and Cordelia attack Faith. Wesley hangs behind, 
               watching.

               As Faith fights with all she's got to keep Xander and Cordelia 
               back, Spike moves in to help her. But Wesley attacks him 
               when he gets too close.

               Big fights. 

                                     FAITH
                              (to Spike)
                         What do we do?

                                     SPIKE
                         Break their bloody necks.

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


                                     FAITH
                         No! We can't kill them!

                                     SPIKE
                         Oh, you're not gonna go all hippy on 
                         me, are you? They're trying to kill 
                         us. I think they'd understand us 
                         killing them under the circumstances.

                                     FAITH
                         We're not killing them.

                                     SPIKE
                         Fine. Then I'd suggest you come up 
                         with another plan. Fast.

               A little more fighting before Faith talks.

                                     FAITH
                         Run! The shop, now!

               Faith throws Cordy into Xander and they fall to the ground. 
               Wesley hits Wesley hard enough to get Wes off his back. Then 
               Faith and Spike run to the shop as fast as they can.

               INT. THE MAGIC BOX -- NIGHT

               Faith and Spike run in, and lock the door behind them. Faith 
               catches her breath. Spike... well, he wouldn't need to, now 
               would he?

                                     FAITH
                         We have to figure this out.

                                     SPIKE
                         No. Really? I thought we'd go for 
                         beers at the pub instead.

                                     FAITH
                         Or we could always go for stakes.

                                     SPIKE
                         Ooh, replacing stakes for steaks. 
                         Very original. Not at all unfunny.

               There's a noise. BREAKING GLASS. Spike shuts up. He and Faith 
               walk deeper into the shop to investigate. Finally, they see 
               two more demons in there.

                                     SPIKE (CONT'D)
                         Bloody hell.

               Giles demon is behind the counter, watching Faith. Not 
               planning, like Wesley was. More like prowling. His eyes are 
               red. He's covered in red marks which almost look like slashes 
               across his body.

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


               Anya demon is standing on the table, looking down at Faith. 
               A broken bottle rests at her feet, next to the open box that 
               contains the LIGHT that Willow created. She has fangs, and 
               claws. Her heart can be seen beating under her skin.

               Anya jumps off the table, at Faith. Faith manages to grab 
               her mid-air and toss her to the side.

                                     FAITH
                         This is startin' to get annoying.

               Anya gets to her feet again and attacks again. Faith fights 
               with her.

                                     FAITH (CONT'D)
                         Do I even know her?

                                     SPIKE
                         That'd be Anya. Xander's honey.

                                     FAITH
                         Oh. That explains why she'd be upset.

               Giles slowly walks around to the front of the counter, and 
               gets low. He is waiting for the perfect moment to attack.

               Spike sees him.

                                     SPIKE
                         and just where do you think you're 
                         going, mate?
                              (beat)
                         You really need to stop getting into 
                         the skin of demons.

               Spike smiles, but gets nothing from Giles. Finally, Spike 
               gets bored with Giles and turns to look at the Faith/Anya 
               fight. As he turns, Giles jumps on him. Spike goes down. 
               Giles then turns to Faith and jumps on her. He and Anya go 
               at it. 

               Faith can't hold them off. She's starting to lose.

                                     FAITH
                         Spike!

               Spike gets to his feet and jumps into action. He grabs Anya 
               and is about to punch her, but stops.

                                     SPIKE
                         Oh, I had to pick the girl?

               He throws Anya to the side. She quickly goes after Faith 
               again. Spike grabs Giles and hits him.

                                     SPIKE (CONT'D)
                         Much better.

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


                                     FAITH
                         We have to get them outside.

                                     SPIKE
                         Right.

               They fight a bit more. Spike manages to punch Giles hard 
               enough to get time to open the front door. From across the 
               street, the Xander, Wesley and Cordelia demons break from 
               their "ready to attack" poses and charge at the shop. Spike 
               sees this just as Giles attacks again. Spike grabs Giles and 
               tosses him out the door, into the other demons.

               Faith manages to get Anya to the door and they kick her out 
               too. Spike shuts and locks the door. He looks over to Faith, 
               who is standing close to him. Their eyes meet. A pause, 
               then...

                                     FAITH
                         We need to figure this out.

                                     SPIKE
                         I'll lock the back door. You pull 
                         out a bunch of the old musties and 
                         see if you can't find out what's 
                         going on.

                                     FAITH
                         Right.

               INT. WILLY'S PLACE -- NIGHT

               Lilah's still at the bar. She's getting impatient. She looks 
               at her watch.

                                     LILAH
                         How long does it take to kill one 
                         slayer? I swear, I could do it faster 
                         myself.

               She sips her wine. Then she stands up. Stretches. Looks 
               around.

                                     LILAH (CONT'D)
                         What a dive.

               Then she sees a jukebox.

                                     LILAH (CONT'D)
                         Ooh, music.

               She reaches into her purse and pulls out some change. She 
               puts it into the jukebox and looks to make a selection.

                                     LILAH (CONT'D)
                         That Old Black Magic. No.
                                     (MORE)

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


                                     LILAH (CONT'D)
                              (beat)
                         The Monster Mash? In the middle of 
                         summer? How about not.
                              (beat)
                         The theme from The X-Files? Okay, 
                         now I've lost all respect for this 
                         place. It's just pure gimmick, isn't 
                         it? Like a Roswell diner that's all 
                         about aliens.

               She walks toward the back room. First, she just peeks inside. 
               Then she walks in.

               INT. WILLY'S BACK ROOM -- CONTINUOUS -- NIGHT

               Lilah walks into the back room and looks around. The demon 
               guy is still there, standing in the center of a circle of 
               candles. It's hands are in the air. It's eyes are closed.

               Lilah tries not to make a sound, but her shoes make a noise. 
               The demon opens it's eyes. It looks at Lilah.

                                     LILAH
                         Sorry.

                                     DEMON
                         You disrupt my concentration.

                                     LILAH
                         Yeah. Like I said, sorry. I didn't 
                         ruin anything, did I? I mean, she's 
                         still gonna die, right?

                                     DEMON
                         The spell is in place.

                                     LILAH
                         Good.
                              (beat)
                         You wouldn't happen to, maybe, have 
                         a guess at how much longer this will 
                         take? An guesstimate? 

               INT. THE MAGIC BOX -- NIGHT

               Faith and Spike are at the table, each looking through books. 
               Other books fill the table.  Willow's spell box, now closed, 
               rests on the counter.

               Faith flips through a few pages, just scanning each page.

                                     FAITH
                         How do they do this? It's like 
                         sandpaper on my eyes.

               Spike closes his book.

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


                                     SPIKE
                         Nothing in there.  I'm starting to 
                         suspect that we might suck at this 
                         research stuff. We're really more of 
                         the fighters of the group, aren't 
                         we?

                                     FAITH
                         I guess. I mean, how should I know? 
                         I've known you for less than a day.

                                     SPIKE
                         I thought you liked that in a man.  
                         All hot and steamy, then on to the 
                         next, right?

                                     FAITH
                         Shut up.

                                     SPIKE
                         Just playin' is all. Bit of fun to 
                         lighten the mood.

                                     FAITH
                         I'm not here to have fun. Now start 
                         reading or you'll be feeling mighty 
                         staked really fast.

                                     SPIKE
                         No need to get all upset.

               Spike goes back to reading.

               There's a CRASH outside. Faith and Spike look up.

                                     SPIKE (CONT'D)
                         Looks like the kiddies are acting up 
                         again.

               EXT. THE MAGIC BOX -- DAY

               All of the demons we've seen thus far are out front. Aside 
               from Giles and Wesley, they're all going nuts.  Giles is 
               sitting across the street, watching, and waiting. Wesley is 
               pacing, also waiting. The other are running back and forth, 
               screaming and making noise.

               They throw trash cans, and other things which might be seen 
               on the street.

               INT. THE MAGIC BOX -- NIGHT

               Faith and Spike are still researching. As they read, the 
               sound of a CRYING GIRL is heard. Faith looks up.

                                     FAITH
                         Do you hear that?

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


               Spike looks up now.

                                     SPIKE
                         Hear what?

               The crying gets a little louder.

                                     FAITH
                         Someone's crying.

                                     SPIKE
                         Yeah. Yeah, I hear it.

               Faith stands up.

                                     FAITH
                         Stay here. I'll be right back.

               Faith walks toward the training room, off to investigate 
               that strange noise.

                                     SPIKE
                         Do they not show movies in prison?

                                     FAITH
                         What?

                                     SPIKE
                         Oh, nevermind. Probably wouldn't get 
                         it anyway.

               Faith grabs a stake and walks off.

                                     FAITH
                         Keep reading.

               INT. TRAINING ROOM -- CONTINUOUS -- NIGHT

               Faith walks into the room, slowly. She turns on a light.

               On the far end of the room, a Dawn kneels on the ground, 
               back turned to Faith.  From what we can see, she look normal 
               enough. Normal clothes. Normal hair. Sounds like her.

               Faith cautiously walks closer and closer.

                                     FAITH
                         Dawn?
                              (beat)
                         That you?

               Dawn keeps crying, not turning around. She nods.

                                     FAITH (CONT'D)
                         What's wrong? You okay?

               Dawn shakes her head.

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


                                     FAITH (CONT'D)
                         You hurt?

               Dawn nods. Faith is now right behind her. She holds the stake, 
               still ready to fight.

                                     FAITH (CONT'D)
                         Dawn, turn around.

               Dawn starts to turn. She looks normal as she turns. We can 
               begin to see her normal face, but as she turns more toward 
               Faith, her FACE CHANGES. She becomes a demon.  Dark blue, 
               cracked skin. Green eyes. Like the others, raggedy clothes.

               She stands up way fast, startling Faith, but Faith keeps it 
               cool. She backs up a few steps, just to put some distance 
               between her and Dawn.

                                     FAITH (CONT'D)
                         I knew that was gonna happen.
                              (beat)
                         Don't suppose you'd be willing to 
                         tell me how you got in here?

               Dawn attacks her. Se dives through the air, landing on top 
               of Faith.  Faith hits the ground, but flips back up in one 
               single motion. Dawn also finds her way back to her feet.

               Dawn runs at Faith again. This time, Faith gets as close to 
               the back door as she can. She opens it.  Dawn leaps onto 
               Faith again. The two fall outside the door.

               EXT. ALLEY -- CONTINUOUS -- NIGHT

               And they hit the ground. They stand again. Faith grabs Dawn 
               and shoves her as far as she can. Dawn hits the ground again. 
               As Faith looks at her, she sees TWO MORE FIGURES at the end 
               of the alley.

               Tara has long, dirty looking hair. Her skin is all demon-
               like too, and there's a red mark on the side of her face, 
               like she was slapped really hard.

               Angel is the one who looks the most human, but he's still 
               off.  He's got red eyes, and spikes growing out of his back 
               which almost look like he's been stabbed over and over.

                                     FAITH
                         Crap.

               Faith runs back into the training room and slams the door 
               shut. WE HEAR IT LOCK.

               INT. THE MAGIC BOX -- NIGHT

               Faith walks back into the shop from the training room.

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


                                     FAITH
                         Well, the rest are demons too.

               Spike is still researching.

                                     SPIKE
                         I thought they'd be.

                                     FAITH
                         Yeah, I was just hoping we could 
                         avoid that.
                              (beat)
                         Find anything?

                                     SPIKE
                         Not yet. Though I did find a very 
                         interesting spell about disabling 
                         technology. I'll have to try that 
                         one sometime.

                                     FAITH
                         We have to find something soon. The 
                         longer they stay this way, the better 
                         chance they have of never being put 
                         back to normal.

                                     SPIKE
                         And you know this, how?

                                     FAITH
                         Well, that's how it normally works, 
                         right? A whole "beat the clock" type 
                         of deal.

               Spike looks up at her.

                                     SPIKE
                         You're stalling.

                                     FAITH
                         What?

                                     SPIKE
                         You don't wanna read anymore, so 
                         you're stalling.

                                     FAITH
                         Whatever.

               Spike points to her book, which is still open in front of 
               her. She makes a face at him, like he's her teacher telling 
               her to get back to work, then she gets back to work.

               Spike goes back to reading too, and for a moment, there's 
               silence as they read. Then Spike turns the page, and his 
               eyes widen.

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


                                     SPIKE
                         I think I got it.

                                     FAITH
                         You found it?

               She moves over to read over his shoulder, but he swats her 
               away.

                                     SPIKE
                         Don't be hovering about then. I'll 
                         read it to you my-bloody-self.

                                     FAITH
                         Fine, just do it.

               Spike reads a bit. Then reads back to her.

                                     SPIKE
                         The demon, Exosus. He's called forth 
                         as an assassin for those of super 
                         human strength.

                                     FAITH
                         That'd be me, right?

                                     SPIKE
                         No. He's after the other person here 
                         with super human strength.

               Faith take the sarcasm for a moment, then gets confused.

                                     FAITH
                         You?

               Spike then realizes that he used faulty sarcasm. He just 
               looks at Faith for a moment feeling awkward, then goes back 
               to reading.

                                     SPIKE
                         The demon does not attack the victim 
                         himself, however. His weapons of 
                         choice are the other people in the 
                         victim's life.
                              (beat)
                         He performs a spell which enables 
                         him to see the smallest about of 
                         hate or rage toward the victim and 
                         then uses his own power to remove 
                         everything else from the bodies of 
                         his weapons. Without the rest of 
                         their essences, the weapons become 
                         the personifications of the rage 
                         they feel.

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


                                     FAITH
                         That explains why everyone looks 
                         like everyone. But what happened to 
                         the rest of the people in town?

               Spike reads on a bit. Then reads back to Faith once he's 
               found what he's looking for.

                                     SPIKE
                         Exosus creates a playing field for 
                         the hunt by taking all other beings 
                         out of the area that he wishes to 
                         use, except for the person who 
                         summoned the demon in the first place, 
                         of course. They get to watch the 
                         game unfold.

               Spike smiles.

                                     SPIKE (CONT'D)
                         Kinda sounds like fun, if you ask 
                         me.

                                     FAITH
                         I'll pretend I didn't just grab a 
                         stake if you keep reading.

                                     SPIKE
                         Right.

                                     FAITH
                         So why are you still here?

               Spike looks for an answer in the book, but gets none.

                                     SPIKE
                         Good question.

                                     FAITH
                         And how do we put an end to all of 
                         this?  

               Spike reads on. Flips a page. Then finds it.

                                     SPIKE
                         Here we go.
                              (beat)
                         In order to set the world right again, 
                         the victim must... 
                              (he takes this last 
                              part in, then)
                         The victim must kill the weapons 
                         that the demon uses. 
                                     (MORE)

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


                                     SPIKE (CONT'D)
                              (looks at Faith)
                         To stop this, you're gonna have to 
                         kill everyone else.

                                                             FADE TO BLACK:

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


                                         ACT FOUR

               FADE IN:

               INT. THE MAGIC BOX -- NIGHT

               Right where we left off. Faith is in shock.

                                     FAITH
                         So in order to set this all right, I 
                         have to kill everyone I know?

                                     SPIKE
                         That's about the gist of it.

               Faith gets up and begins pacing.

                                     FAITH
                         No. Find another way.
                              (beat)
                         What if I let them kill me? What 
                         happens then?

                                     SPIKE
                         Who knows? The book isn't called 
                         "Ask Jeeves".

                                     FAITH
                         Well there has to be another way. 
                         Whoever summoned this thing, they 
                         wouldn't do it unless the world would 
                         go back to normal once it was done, 
                         right?

                                     SPIKE
                         Unless they're homicidal maniacs, in 
                         which case they might.

                                     FAITH
                         But I'm the bad guy. Doesn't that 
                         mean that the good guys want me dead?

                                     SPIKE
                         You're also the slayer, love. That 
                         puts you on the "wanted" poster of 
                         just about every demon alive.

                                     FAITH
                         I'm not killing them, Spike. Find 
                         another way.

                                     SPIKE
                         This isn't a multiple choice question. 
                         If you want to save the lives of the 
                         rest of the people in town, you're 
                         gonna have to kill the demons outside.

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


                                     FAITH
                         They're not demons. Those are supposed 
                         to be your friends out there.

                                     SPIKE
                         Does it look like I'm doing the happy 
                         dance of fun at the thought of killing 
                         them? But a slayer's gotta do what a 
                         slayer's gotta do. And all of the 
                         people out there would be willing to 
                         give their lives to save the rest of 
                         the town.

                                     FAITH
                         I'm not gonna let them die the first 
                         night that I'm on the job. Buffy 
                         wouldn't let that happen and neither 
                         will I.

                                     SPIKE
                         Buffy gave her life to save this 
                         world. All of the people out there 
                         had to deal with that, but they 
                         decided to go on with the fight. 
                         They're willing to lose their own 
                         lives for the greater good.

                                     FAITH
                         Buffy gave her life to save Dawn. 
                         What if I can do the same?

                                     SPIKE
                         We're back to this.
                              (beat)
                         Look, you daft little girl, this 
                         book lists the one sure way to set 
                         this world straight. You go off 
                         getting yourself killed and I'm gonna 
                         be the one stuck here, trying to fix 
                         your mess.

                                     FAITH
                         Then find another way.

               Spike is getting very annoyed.

                                     SPIKE
                         Grrah!

               But before Spike can say anything back to her, she shop window 
               is SMASHED.

                                     FAITH
                         They're getting in.

                                     SPIKE
                         Took them long enough.

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


                                     FAITH
                         Run! The training room!

               They run out of the room. Spike leaves the book.

               INT. TRAINING ROOM -- CONTINUOUS -- NIGHT

               Faith and Spike run through the room. Faith unlocks the door 
               and they run out.

               Moments pass, then the demon-scoobies run through the room.

               EXT. PARK -- NIGHT

               Faith and Spike run into the park, then stop. Faith's a little 
               out of breath, but not bending over wheezing or anything. 
               Spike's fine, of course. They look back.

                                     FAITH
                         I think we lost them.

                                     SPIKE
                         And that's a good thing?

                                     FAITH
                         Well, we're still here, so I'm gonna 
                         say, yeah.

                                     SPIKE
                         We should be fighting them. Killing 
                         them.

                                     FAITH
                         Why are you so damn gung ho about 
                         this?

                                     SPIKE
                         Because this isn't my idea of fun.
                              (beat)
                         Now, maybe if I wasn't being chased 
                         along side you, I might be more into 
                         thinking this though.

                                     FAITH
                         Just shut up for a minute. Let me 
                         think.

               Faith tries to think. But there's a NOISE in the bushes.

               Faith and Spike look at them, and slowly move closer. But 
               before they reach the bushes, something jumps out. It's 
               Tara... still a demon, of course. Faith doesn't totally 
               recognize her.

                                     FAITH (CONT'D)
                         I know you.

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


                                     SPIKE
                         That'd be Tara. Willow's friend.

                                     FAITH
                         Oh. Right.
                              (beat)
                         Guess that wasn't a good first 
                         impression I made.

               Faith tries to back away from Tara, not wanting to fight. 
               She'd run, but there's no way to do it without Tara tackling 
               her.

                                     FAITH (CONT'D)
                         Hey, Tara. I don't suppose you'd 
                         like to talk this through?

               Tara SNARLS.

                                     FAITH (CONT'D)
                         Didn't think so.

               Then Tara jumps on Faith. She attacks with all she's got, 
               trying to kill the slayer.

               Spike tries to help, but Tara shoves him back, causing him 
               to fall. It's clear that her fight is with Faith alone.

               The fight goes on. It's rough. Faith doesn't want to really 
               hurt Tara, but Tara is doing her darndest to hurt Faith. 
               Somehow, in the mix, Tara grabs a stake from Faith's jacket.

               She swings the stake at Faith, but Faith avoids it. Then she 
               dives at Faith. Faith grabs the hand with the stake in it, 
               to prevent it from stabbing her. When they fall to the ground, 
               Tara is stabbed through the heart by mistake.

               Tara's eyes widen. Faith's eyes widen. What just happened?!

                                     SPIKE
                         You killed her.

               Faith gets out from under Tara, and stands up, covered in 
               Tara's blood. Tara stays on the ground, dying.

                                     FAITH
                         I didn't mean to.

               They watch as Tara dies.

                                     FAITH (CONT'D)
                         Oh, God.

               As Faith's about to break down, something happens. TARA 
               CHANGES from the demon, back into her normal self. The stake 
               is gone.

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


               Tara opens her eyes and takes a deep breath.

                                     SPIKE
                         Tara.

               Spike goes to her and helps her up.

                                     TARA
                              (dazed)
                         What's going on?

               Tara looks up and sees Faith. She's a bit scared, but doesn't 
               have time to react.

               CRASHES and GROWLS are heard.

                                     FAITH
                         They're coming.

                                     SPIKE
                         Let's go.

               Spike holds onto Tara as they all run.

               EXT. RESIDENTIAL STREET -- NIGHT

               The three of them run into the street and look back.

                                     TARA
                         What's happening?

                                     SPIKE
                         Everyone's been turned into a demon.

                                     FAITH
                         We have to kill the demons in order 
                         for them to turn back into humans.

                                     TARA
                         You killed me?

                                     FAITH
                         Sorry.

               From nowhere, demons attack. Willow, Xander and Angel right 
               now, but we can hear more coming.

               Faith and Spike fight the demons. Tara sees Willow.

                                     TARA
                         Willow!

               The demon looks back at Tara, then ignores her and goes back 
               to attacking Faith.

               Tara closes her eyes.

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


                                     TARA (CONT'D)
                         Blind Caspia, renew thy fate. Bring 
                         forth the shadows and fog. Blind the 
                         mine enemy and make her weak.

               Tara's weak. This makes her dizzy. 

               ANGLE : WILLOW'S EYES

               THEY TURN WHITE

               Faith takes this chance to get in a shot. Willow goes down.

                                     FAITH
                         I can't do it. I can't kill her.

                                     SPIKE
                         Oh, come on!

                                     TARA
                         You--
                              (takes a breath)
                         You have to.

               Faith looks at Tara and they share a look. Then, against 
               everything inside of her, Faith grabs Willow's head and twists 
               it. Willow's NECK SNAPS.

               Tara winces and her eyes tear up.

               Willow drop to the ground. Faith doesn't have time to react. 
               She has to continue fighting Xander and Angel, along with 
               Spike.

               On the ground, WILLOW TURNS BACK into normal Willow. She 
               takes a deep breath.

               Tara rushes to her and helps her sit up.

                                     WILLOW
                         Tara?

                                     TARA
                         Shhh. We need your help.

               Willow looks up and sees the rest of the demons coming down 
               the street. She sees Faith and Spike fighting Xander and 
               Angel.

                                     WILLOW
                         What's going on?

                                     TARA
                         Willow, you have to trust me. Hold 
                         the demons back. Put up a barrier 
                         like you did before.

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


               Willow looks into Tara's eyes. Then she closes her eyes.

                                     WILLOW
                         Back!

               With that word, the demons who are fighting Faith and Spike 
               are thrown back.

               Faith looks back at Willow.

                                     FAITH
                         I think there's some catching up to 
                         be done.

               Willow's eyes are still closed. She begins to whisper to 
               herself. Too soft to make out any words, but soon, a BARRIER 
               APPEARS around the four of them. Then Willow opens her eyes.

                                     TARA
                         We can let them in, one at a time. 
                         It'll be easiest.

               INT. WILLY'S PLACE -- NIGHT

               Lilah is again sitting at the bar. She's poking an olive 
               with a toothpick, bored out of her mind.

               Suddenly, THE ROOM IS FULL of demons and people, back at 
               their tables, drinking and talking.

               Lilah jumps. Stunned at first. Then she turns around and 
               takes it all in. She smiles.

                                     LILAH
                         And that's a wrap.

               She grabs her briefcase and walks out of the bar happily.

               EXT. MAIN STREET -- NIGHT

               Lilah is still smiling as she walks back to her car. She's 
               on her cell phone.

                                     LILAH
                              (into phone)
                         Yes, sir. The mission is complete. 
                         We can tell the client in the morning.
                              (beat)
                         Thank you, sir. Good-night. 

               She hangs up as she reaches her car and unlocks it. She opens 
               the door, tosses her briefcase inside and gets in herself. 
               As she shuts the door and looks up, she sees something.

               ANGLE : LILAH'S POV

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


               Angel leads the rest of the group back into the magic shop. 
               The ones who were demons are all a little dazed and tired.  
               Lagging behind the group by a number of steps, separating 
               herself from them, is Faith.

               ANGLE : LILAH

               Her face drops.

                                     LILAH (CONT'D)
                         Son of a bitch.

               INT. THE MAGIC BOX -- DAY

               It's the next day. Dawn, Willow, Tara, Spike, Wesley, 
               Cordelia, Xander, Anya and Giles are hanging around the shop. 
               There are open books on the table.

                                     WILLOW
                              (to Spike)
                         So the reason you were still here...

                                     SPIKE
                         Yeah?

                                     WILLOW
                         Well, it's a little tricky to tell, 
                         but I think it might be because you 
                         exist outside of reality. You're a 
                         vampire without a soul, but with the 
                         chip, you kinda live in a gray area. 
                         At least for this spell.

                                     SPIKE
                         Right.

               Dawn, Cordelia and Tara are talking on the side.

                                     DAWN
                         It's just freaky to think about it. 
                         I mean, being a demon. Ick.

                                     TARA
                         I had to think about it for my whole 
                         life. Then, just when I thought it 
                         was over, boom. Demon.

                                     CORDELIA
                         I don't even want to think about it 
                         anymore. I mean... all I remember is 
                         my hair, and it was not good. I keep 
                         getting flashbacks.

                                     DAWN
                         Yeah. I-uh know what you mean.

               And near the counter, Anya talks to Wesley.

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


                                     ANYA
                         It was amazing fun. I mean...
                              (beat)
                         A store where you can buy large 
                         amounts of everyday products at a 
                         discounted price. It's brilliant.

                                     WESLEY
                         Yes, I can imagine.

               The look on his face just begs anyone who can see him to 
               please kill him now.

                                     WESLEY (CONT'D)
                         Have you told Cordelia about this? I 
                         think she'd be very interested.

                                     ANYA
                         Really? Okay.

               Anya smiles and walks off to tell Cordelia.

               Wesley walks to the step and sits next to Xander and Giles.

                                     WESLEY
                         And you date that woman?

                                     XANDER
                              (proudly)
                         Yes I do.

               INT. TRAINING ROOM -- NIGHT

               Angel is talking to a nervous Faith.

                                     FAITH
                         What am I supposed to say? "Hi, 
                         everyone. How fun was that killing 
                         you last night?"

                                     ANGEL
                         It wasn't like that.

                                     FAITH
                         As though there wasn't enough to 
                         worry about already.

                                     ANGEL
                         Faith, it'll be fine. Trust me.

               Faith takes a deep breath.

                                     ANGEL (CONT'D)
                         Go.

               Faith looks at him, then turns around. She builds up her 
               strength and then walks out, into the shop.

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


               INT. THE MAGIC BOX -- CONTINUOUS -- DAY

               Faith walks into the shop. Angel is behind her.

               As she walks in, all conversations end and all eyes turn to 
               her. It's not the most comfortable she's ever been. Everyone 
               has a blank expression, not giving a clue as to what they're 
               thinking.

                                     FAITH
                         Hey.

               ANGLE : DAWN

               Her expression is blank. Not sure what to think or feel. 
               Then, slowly, a smile grows on her face.

                                     DAWN
                         Hey.

               A beat, then everyone goes back to their conversations. 
               Cordelia and Dawn call Faith over to hear about Anya's amazing 
               new discovery.

               Angel watches. Smiles.

               INT. LILAH'S OFFICE -- DAY

               On video conference with Quentin again. Lilah is sitting at 
               her desk, looking annoyed.

                                     LILAH
                         I assure you, sir. This will not 
                         happen again. We will finish this 
                         job, no matter what the cost.

               Quentin chuckles.

                                     QUENTIN
                         Yes. I'm sure you would.
                              (beat)
                         However, the Council has decided to 
                         take a different approach to the 
                         slayer.

                                     LILAH
                         Really? If you don't mind me asking...

                                     QUENTIN
                         We've decided to give her another 
                         chance.

                                     LILAH
                         What?

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


                                     QUENTIN
                         She's proven to be quite the soldier. 
                         The Council thinks that it might be 
                         in our best interests to keep her 
                         alive for the time being.

                                     LILAH
                         But, sir...

                                     QUENTIN
                         Your company will be paid accordingly. 
                         I really must go. Goodbye, Miss 
                         Morgan.

               And the tv goes blank. Lilah just sits there, possibly about 
               to cry as we...

                                                             FADE TO BLACK:

                                       END OF SHOW