Lover's Walk

[Transcript of "Buffy The Vampire Slayer" episode Lover's Walk at buffyology.com.]

Prologue

EXT. SUNNYDALE HIGH-- DAY

WILLOW and XANDER walk together across the lawn toward the main entrance. In their hands they have the results of their Scholastic Aptitude Tests, about which neither is particularly happy.

WILLOW

This is a nightmare. This is... my world is spinning.

XANDER

It's not that bad, Willow, really.

WILLOW

Seven-forty? Verbal? I'm... I'm... pathetic! Illiterate! I'm Cletus, the slack-jawed yokel.

XANDER

(shrugs)
That's right. And the fact that your 740 verbal closely resembles my combined scores in no way compromises your position as the village idiot.

WILLOW

I just... where did I go wrong?

Xander moves next to her and puts his arm around her in comfort, but not missing the opportunity to give her hair a gentle stroke.

XANDER

You did amazing, Willow. As usual.

OZ and CORDELIA approach from behind.

CORDELIA

You guys get your scores?

Xander instantly lets go of Willow, hops to his feet and rushes over to her.

XANDER

Cordelia! Willow was very sad by her academic failure. How did you do?

He snatches it from her hand and reads it.

XANDER

This is not good.

CORDELIA

What's not good?

Oz comforts Willow as she sadly hands him her report.

XANDER

Well, I'm just worried it may hurt my standing as campus stud when people find out I'm dating a brain.

Cordelia yanks her scores back from him.

CORDELIA

Please. I have some experience in covering these things up.

OZ

(to Willow)
Well, I can see why you'd be upset. (no response) That was my sarcastic voice.

XANDER

You know, it sounds a lot like your regular voice.

OZ

I've been told that. (trying to be upbeat) But we should celebrate, do something.

CORDELIA

Like the four of us?

Cordelia gives Xander a pointed look, shaking her head and clearly mouthing "No". He ignores her completely.

XANDER

A double date! It could have potential.

BUFFY joins them, a long look clouding her face. Willow brightens immediately.

WILLOW

Buffy! Hey! Did you get your SAT scores?

Buffy nods weakly.

XANDER

By the look on your face, I'm guessing you and I are going to be manning the drive-through window side by side.

BUFFY

They're just test scores, right? (hands hers to Willow) What do they really mean, anyway?

WILLOW

(very excited)
Fourteen-thirty! Buffy, you kicked ass!

Cordelia's eyes go wide with amazement.

WILLOW

(calmer)
Okay, so academic achievement gets me a little excited.

Buffy hands her scores to Xander.

XANDER

Buff, that's amazing.

CORDELIA

Let me see that.

She yanks it out of Xander's hand before he can begin to read it and checks it out herself.

OZ

Yeah. With scores like that, you can apply pretty much anywhere you want.

WILLOW

Buffy, this could like change your whole future.

BUFFY

(unsure)
The thought had occurred to me.

XANDER

Then why the sour puss?

BUFFY

I don't know. I guess... my future. I never really thought about it. I wasn't even sure I was going to have one.

CORDELIA

Well, I think this is great! Now you can leave and never come back! (off everyone's nasty looks) Well, I mean that in a positive way. Get out of Sunnydale. That's a good thing. What kind of moron would ever want to come back here?
CUT TO:

EXT. SUNNYDALE PARK-- PLAYGROUND-- NIGHT

A classic 1958 Dodge Desoto FireFlite crashes through the 'Welcome to Sunnydale' sign and screeches to a halt in the middle of the park. The door opens and a nearly empty liquor bottle falls out and smashes to pieces on the pavement. The vampire SPIKE slides off of the driver's seat and hits the street flat on his back, drunk out of his mind. He lifts his head unsteadily and rises up on his elbows.

SPIKE

(chuckles)
Home, sweet... home.

He passes out and collapses back to the pavement.

Opening credit sequence.

ACT I

INT. SPIKE'S WAREHOUSE LAIR-- NIGHT

The place is a burnt-out shambles, although the great table in the center is essentially intact, if scorched. Spike strolls through the area, stepping over the strewn chairs, while singing a few bars from My Way.

SPIKE

And more, Much more than this, I did it my way
CUT TO:

INT. SPIKE'S WAREHOUSE LAIR-- DRUSILLA'S ROOM-- NIGHT

Spike hops merrily down the stairs.

SPIKE

Drusilla! I'm home!

When he reaches the bottom, he breaks into a pathetic fit of giggles which quickly turn to sobs. He wipes his nose on his sleeve when he sees what's left of the burned bed. In despair, he looks at Drusilla's doll collection: most of it didn't survive the fire and the dolls are piled on the dresser, all badly scorched. He picks one up. The features on its fine porcelain face can still be made out but the paint, hair and dress are long gone. He stares at the doll intensely.

SPIKE

Why did you do it, baby? Why did you leave me? We were happy here.

He tries to suppress another sob and shakes it off, suddenly fully a vampire. He roars at the doll and shatters it on the concrete floor, then takes a tall iron candlestick and raises it over his head. He smashes the candlestick down on the remains of the doll to emphasize his words.

SPIKE

You... stupid... worthless... bitch! (calmer) Look what you've done to me.

He stares down at what's left of the doll, its delicate porcelain features smashed and scattered, limbs torn and singed. He drops the iron candlestick on top of it.

CUT TO:

INT. SUNNYDALE HIGH-- CORRIDOR-- DAY

Cordelia is at her locker, getting her books, while Xander tries to talk her into the double date.

XANDER

C'mon. It'll be fun!

CORDELIA

I don't know. I just thought we were going to do something... you know, classy?

XANDER

What's classier than bowling?

CORDELIA

Apart from everything ever? Let's see...

XANDER

Oz and Willow are down. You're the swing vote. I guarantee fun.

Cordelia can't help but give him a warm smile and giggle. Xander looks into her locker.

XANDER

Hey, those are from the pier.

There are three pictures of them stuck to the inside of her locker door. One of Xander and Cordelia sitting on a bench with their arms around each other and smiling, another of just Xander sporting a huge smile, and the third of Cordelia riding on Xander's back, smiling playfully with her arms wrapped tightly around his neck.

CORDELIA

Yeah. I just got them developed.

XANDER

There's pictures. Of me. In your locker. I never knew I was locker door material.

She closes her locker and they begin walking down the hall.

CORDELIA

Well... just barely. Besides, I look really cute in those pictures.

They meet Oz and Willow coming the other way.

OZ

Hey. So what's the verdict? Do we bowl?

Xander gives Cordelia a pleading look.

CORDELIA

(relents)
We bowl.

WILLOW

Great! Double bowling date. I'm on Oz's team.

XANDER

Yeah? Well, prepare to be crushed. (takes Cordelia's arm) Maybe we should practice.

CORDELIA

Yeah.

As Xander and Cordy head off, Oz accompanies Willow to her locker.

WILLOW

They don't stand a chance. I'm really good. Or I used to be when they had the inflatable things in the gutters.

She opens her locker door as Oz holds up something small wrapped in newspaper.

WILLOW

What's this?

OZ

It's a gift.

WILLOW

What's the occasion?

OZ

Pretty much you are.

Wrapped in the paper is a PEZ candy dispenser with a green witch's head on top, complete with red hair and black hat. Willow is surprised and slaps Oz on the chest.

WILLOW

(excited)
It's a little PEZ witch!

OZ

It's kind of a theme present. Do you like it?

WILLOW

(breathless)
I like. I more than like. Oz, this is probably the sweetest... We have to find a little PEZ werewolf so little PEZ witch can have a boyfriend.

OZ

I don't think they make a werewolf PEZ. You might have to settle for a wacky cartoon dog.

WILLOW

This is... just so thoughtful.

OZ

Well, I think about you.

WILLOW

Oh... I don't have anything to give you.

OZ

Yeah, you do.

He squeezes her shoulder briefly and then heads down the hall to class. Willow follows him with her gaze, worried about the levels of complexity this just added to her life.

CUT TO:

INT. SUNNYDALE HIGH-- LIBRARY-- DAY

GILES looks over Buffy's SAT scores while she plays with a contraption from Giles' huge pile of camping equipment and clothing laid out on the study table.

GILES

Buffy, this is remarkable.

BUFFY

So is this. Where is this retreat thingy, the Yukon?

GILES

It's quite nearby, actually. It's the clearing at the top of Breaker's Woods.

Buffy opens a compass and sees that there is a mirror inside the lid so she does the only reasonable thing and checks her hair.

GILES

It's the site of some fascinating Druidic rituals.

BUFFY

Okay, but you're just going for a few days, right? I mean, you're not going to settle there and grow crops or anything?

GILES

(confused)
What? Oh, my gear. No, no, this is basic necessities.

BUFFY

Giles, you pack like me.

GILES

Here. (hands Buffy her scores) I suspect your mother will want to put it on the refrigerator.

BUFFY

Yeah. She saw these scores and her head spun around and exploded.

GILES

I've been on the Hellmouth too long. That was metaphorical, yes?

BUFFY

Yes. She was happy.

Giles smiles in relief and goes over to the cage.

BUFFY

She started with all this crazy talk about me going to college, maybe someplace else.

Inside the cage Giles pauses.

BUFFY

I know. I know. I said that you were going to have a goat. Responsibilities and all. I know the drill.

GILES

She may be right.

BUFFY

Yeah, I know, I figured you'd... (bewildered) Okay. Be kind, rewind.

GILES

With scores like these, Buffy, you could have a first-rate education. I'm not suggesting that you ignore your calling, but... you need to look to your future. And with Faith here, it may be that you can move on. For a time, at least.

BUFFY

Wow.

GILES

Well, let's discuss it when I get back. In the meantime, I'd like you to continue training while I'm gone and please don't do anything rash.

BUFFY

'Anything rash', meaning...

GILES

(hesitant)
Are you planning on seeing Angel?

BUFFY

Yes. Actually, I am. (off Giles' look) Look, but there's not going to be any rash. Anywhere. (defensive) Okay. We're friends. That's all either of us wants. (serious) Nothing's going to happen.
CUT TO:

EXT. SUNNYDALE HIGH-- COLONNADE-- DAY

Willow and Xander walk around the corner of the colonnade and through the breezeway.

WILLOW

Something's going to happen.

XANDER

Like what?

WILLOW

It's a mistake! It's a terrible, fatal mistake. I see that now.

XANDER

It's just bowling.

WILLOW

It's bad bowling. It's a double date, with all of us, and they're going to know!

XANDER

How are they going to know?

WILLOW

It's a very intimate situation. It's all sexy with the smoke and the sweating and the shoe rental...

XANDER

You're turned on by rented shoes?

WILLOW

That's not the issue.

XANDER

Okay, well, let me ask you this: what are they going to know? That we're friends. Old, old friends. And maybe we've had one or two indiscretions but that's all past. Look. We're just very good friends who like to hang out and can I kiss your earlobe?

WILLOW

No! Well, okay. (jerks away) No! (holds up the dispenser) PEZ!

XANDER

Maybe bowling might be too much to handle. Man! (strokes her hair) I wish I wasn't so attracted to you. I wish we could make it all stop.

WILLOW

Any suggestions?
CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Buffy is making microwave popcorn as JOYCE enters with her arms full of college brochures.

JOYCE

Carnegie Mellon has a wonderful Design curriculum. Oh, and Brown University's History program is... you like history, right?

BUFFY

Could we talk about this another time? All day it's been like, 'Congratulations! Go away.'

JOYCE

That's not it. It's just you belong at a good old-fashioned college with keg parties and boys, not here with Hellmouths and vampires.

BUFFY

Not really seeing the distinction.

JOYCE

You know, you're always talking about how you wish you could lead a more normal life. Well, this is your chance!

BUFFY

Yeah, it's just not that simple. I have responsibilities.

JOYCE

I know, I know, but I spoke with Mr. Giles and he said--

BUFFY

--that Faith could be Miss Sunnydale in the Slayer Pageant. I know.

JOYCE

It's time to think about your future, Buffy... about your whole life. I mean, honestly, is there anything keeping you here?
CUT TO:

INT. ANGEL'S MANSION-- MAIN HALL-- NIGHT

ANGEL is sitting by the fireplace quietly reading La Nausea, by Jean Paul Sartre. Spike peers in between the boards that have been haphazardly nailed across the destroyed doorway to the atrium. Finally, Angel closes his book, gets up and walks into a rear hallway.

SPIKE

(slurred)
Yeah, you. You think I'm afraid of you?

He sways unsteadily on his feet.

SPIKE

We were happy! You brainwashed her. I could just... yeah, I'll show you who's a cool guy. You're goin' down.

He turns to go, trips over one of the flower beds, falls into it and passes out.

CUT TO:

INT. ANGEL'S MANSION-- ATRIUM-- DAWN

The first red rays of the sun appear over the hills and shine into the atrium. Spike lies in shadow as a beam of sunlight creeps toward it as the sun rises. Soon his hand is fully exposed to the light and it begins to smoke and a couple of seconds later it bursts into flame. Spike's wakes to find his hand aflame.

He leaps to his feet and runs over to the fountain, screaming all the way. He holds his hand under the water but it's flowing at a mere trickle. He bends down and jams his hand into the pool of water at its base, dousing the flames. No sooner is that problem gone than he realizes he's standing in shaded but direct sunlight and he's beginning to smoke elsewhere. He pulls at his heavy overcoat, trying to shade his face, as he scrambles up the stairs and out of the atrium.

CUT TO:

INT. SPIKE'S DODGE FIREFLITE-- DAY

The rear driver's side door whips open and Spike dives in, right on top of a huge pile of empty beer cans, liquor bottles and other trash. He quickly slams the door shut and grabs a bottle from the front seat. He pulls the cork out with his teeth and pours a generous splash over his burned hand. He grunts in pain and takes a healthy swig. The immediate emergency taken care of, he relaxes a bit and tries to catch his breath.

SPIKE

This is just too much.
CUT TO:

INT. SUNNYDALE-- MAGICK SHOP-- DAY

The SHOPKEEPER hears the rear door close and goes to investigate. She finds Spike looking through one of her books.

SHOPKEEPER

Did you come in through the back?

SPIKE

Yeah. I need a curse.

SHOPKEEPER

A what?

SPIKE

(exasperated)
A curse! You know, something nasty. Boils. I want to give him boils all over his face. You know, dripping pustules. Let's really go for the gusto here.

SHOPKEEPER

I'm hearing a lot of negative energy, and I bet--

SPIKE

(interrupts)
Leprosy! All right, a spell that makes his parts fall off. That sounds proper.

SHOPKEEPER

We don't carry... leprosy.

The front door chimes and she turns to see Willow walk in.

SHOPKEEPER

Would you excuse me a moment?

She leaves Spike in the back and walks over to Willow.

SHOPKEEPER

Blessed be. Anything in particular I can help you find?

WILLOW

Yeah. (holds up her notepad) It's all here on the list... skink root, essence of rose thorn, canary feathers...

SHOPKEEPER

Aha! (smiles) A love spell. Want that old lover to come back to you?

In the back of the store, Spike is suddenly very interested in their conversation.

SHOPKEEPER

Are you sure you know what you're doing, hon?

WILLOW

(flustered)

No. Oh, I mean, yes! I... I know how to do a love spell but this is more of an anti-love spell. Yeah. Kind of a de-lusting. The supplies are basically the same, right?

SHOPKEEPER

Basically. Although raven feathers tend to breed a little more discontent than canary. Let me just get some things...

She gathers bags of herbs, jars of root powders, a feather and brings them all to the counter. Spike watches intently from behind a bookcase.

SHOPKEEPER

Okay. That'll be $15.80 for the lot.

She bags it all while Willow takes out her money.

WILLOW

Thanks!

Willow takes the bag and leaves and the shopkeeper turns her attention back to Spike.

SHOPKEEPER

(smiling)
So did you find a spell book?

Spike leaps out from behind the bookcase, fangs extended, and seizes her around the neck. The shopkeeper gasps in fright.

SPIKE

Forget the book.

He sinks his fangs deep into her neck and lowers her to floor as he bleeds her to death.

SPIKE

(re: Willow)
I just got a better idea.
FADE OUT

ACT II

INT. SUNNYDALE CITY HALL-- MAYOR'S OFFICE-- NIGHT

MAYOR RICHARD WILKINS is practicing his putting in the company of his assistant, Deputy Mayor ALLAN FINCH. He taps the ball and it just misses the target.

MAYOR WILKINS

Oh, look at that! Every time, cuts to the left.

He gets down on his hands and knees to check the lie of the floor.

MAYOR WILKINS

See and it's not the carpet. It's me. I swear, I would sell my soul for a decent short game. Of course, (chuckles) it's a little late for that. (to Allan) I don't suppose I could offer your soul, huh? Really help me on the green.

Finch looks shocked.

MAYOR WILKINS

I'm just funning. So we have a Spike problem, do we?

FINCH

He's been spotted back in town.

The Mayor's shot is on target this time but comes up short. He lets out a frustrated sigh and goes to retrieve his ball.

FINCH

And there was an incident at a magick shop in broad daylight. Police had a hell of a time covering it up.

MAYOR WILKINS

(laughs)
Well, yes. You know, he was up to all sorts of shenanigans last year. We had a world of fun trying to guess what he'd do next.

FINCH

I remember.

MAYOR WILKINS

But I guess we're past that now. This year is too important to let a loose cannon rock the boat.

FINCH

Should I have Mr. Trick send a... committee to deal with this?

MAYOR WILKINS

Loose cannon. Rock the boat. Is that a mixed metaphor? (musing) Boats did have cannons. And a loose one would cause it to rock. Oh, honestly. I don't know where my mind goes these days. Why don't you take care of that Spike problem? A committee, like you said.

FINCH

As good as done.

Finch turns and quickly leaves the office.

MAYOR WILKINS

That's swell. Fore!

He takes another shot and this one is directly on target. The Mayor spreads his arms, elated.

CUT TO:

INT. ANGEL'S MANSION-- MAIN HALL-- NIGHT

Angel places another log on the fire. Buffy is on the couch with a pile of brochures on her lap.

ANGEL

College, huh?

BUFFY

Higher education. Kind of an intense proposition.

ANGEL

Where do you want to go?

BUFFY

I have no idea. My mom was the one that got all these. She's so excited, she can't stop talking about it. I had a really hard time coming up with an alibi so I could come over here.

ANGEL

She doesn't know about me.

BUFFY

Big no. She's having enough trouble dealing with the Slayer issue. I don't think she's ready to process the information that... you and I are friends again. Anyway, I think this college jones is just a reaction to the whole Slayer thing.

ANGEL

She wants you to get out.

BUFFY

Someplace a little less Hellmouthy. She has a point, you know, but there are reasons to stay, too.

ANGEL

What are they?

BUFFY

(taken aback)
There's my Slayer duties, obviously. What do you think I should do?

ANGEL

As a friend, I... think that you should leave. This is a good opportunity for you.

He leans against the cold stone fireplace, facing away from her. Buffy gets up to gather her brochures.

BUFFY

Yeah. It's not like there's any great thing keeping me here.

Buffy stuffs the brochures into her bag and Angel turns around as Buffy zips her bag closed and pulls it onto her shoulder.

BUFFY

Thanks for the advice. It's another perspective to consider.

ANGEL

Where are you going? You just got here. It's early.

BUFFY

Yeah, well, my mom starts worrying a lot earlier these days. I'll stop by soon.

She leaves without looking back.

CUT TO:

INT. SUNNYDALE HIGH-- SCIENCE LAB-- NIGHT

It's dark. Willow is grinding the ingredients for her spell in a ceramic bowl. Xander walks into the room and heads toward Willow.

XANDER

Whoa! It smells like church in here. (sniffs) No, wait... evil church.

WILLOW

It's just chemistry stuff. An experiment.

XANDER

So you said when you called. Why do I have to be here?

WILLOW

It'll help you on the exam. You're way behind.

XANDER

But that's why you love me, right? Academically dangerous?

She hands him a raven feather.

WILLOW

Here. Hold this.

XANDER

A feather. And who will I be tickling?

He runs it along Willow's cheek and for a moment she giggles but her rational mind quickly takes over and she pushes his hand aside.

WILLOW

Shush. (consulting spellbook) Okay. Bring mixture to a boil...

She lights a Bunsen burner below a flask of liquid.

XANDER

I assume this isn't going to make us late for our evening of bowling magic?

WILLOW

(nervous)
There's no magic! I mean, bowling, yeah. Cordelia and Oz are going to meet us here later.

XANDER

Can we turn these lights on?

He notices something familiar about the book Willow is working from and steps around her to get a better look.

XANDER

Is that a spellbook?

WILLOW

No, no! Chemistry book.

XANDER

Wait a minute. This is love spell stuff! You're doing a love spell?

WILLOW

No! Of course not! This is a purely scientific...

Xander picks the book up and shows her its title: Witchcraft.

WILLOW

...de-lusting spell... for us. I thought it would go better if you didn't know.

XANDER

Are you nuts or have you forgotten that I tend to have bad luck with these sorts of spells?

WILLOW

But you said you wished that these feelings could just go away.

XANDER

Yeah, I wish for a lot of things! I told you I wished I was a fireman when we were in sixth grade but you didn't follow through on that!

WILLOW

I can't do this anymore, Xander! I mean, this whole 'us' thing is... blech!

XANDER

So do you really need to resort to the Black Arts to keep our hormones in check?

WILLOW

(calm)
At this point, I'm thinking 'no'.

XANDER

I'm going to get the lights... clean this place up before they get here and start asking questions.

Spike walks into the room behind him and seizes him by the neck.

WILLOW

Xander!

Spike starts to choke Xander, who struggles mightily, but can't get free.

SPIKE

I need to borrow the little girl. You don't mind, do you?

Xander kicks out with his legs against the wall and shoves Spike and himself across the room and into a metal shelf. Spike isn't fazed and throws Xander to the floor. He tries to get up, but Spike punches him hard. Willow grabs a microscope and comes at Spike with it. He stops her in mid-swing as Xander stands back up.

SPIKE

(to Willow)
Threatening me? That's not nice. We're all going to be very best friends.

He yanks the microscope from Willow's grip and swings it around into Xander's temple. He crumples to the floor, out cold.

WILLOW

Xander!
CUT TO:

INT. SPIKE'S WAREHOUSE LAIR-- DRUSILLA'S ROOM-- NIGHT

Xander is laid out on what's left of Drusilla's bed. Willow nervously sits on the edge of the bed, fidgeting as Spike dumps a box full of supplies next to Xander.

SPIKE

A spell. For me. You're gonna do a spell for me.

WILLOW

What kind of spell?

SPIKE

A love spell! Are you brain dead? I'm going to get what's mine. What's mine. Teach her to walk out on me.

He takes several good swallows from a nearby liquor bottle, then looks over at Willow.

SPIKE

What are you staring at?

WILLOW

Nothing.

SPIKE

You can do it, right? You can make Dru love me again? Make her crawl!

WILLOW

I can try.

Spike yanks her close by the neck.

SPIKE

What are you talking about trying? You'll do it!

WILLOW

Yes, I'll do it!

He lets go of her and breaks the bottle against a bedpost. He threatens her with a jagged shard.

SPIKE

You lie to me and I'll shove this through your face! You want that?

WILLOW

(terrified)
No...

SPIKE

Right through to your brain!

WILLOW

No, please, no...

He shoves her aside and leans against the bedpost, calming down.

SPIKE

She wouldn't even kill me.

He drops the broken bottle and sits down next to Willow.

SPIKE

She just left. She didn't even care enough to cut off my head or set me on fire. I mean, is that too much to ask? You know? Some little sign that she cared? It was that truce with Buffy that did it. Dru said I'd gone soft. Wasn't demon enough for the likes of her. And I told her it didn't mean anything, I was thinking of her the whole time, but she didn't care. So we got to Brazil and she was... she was just different. I gave her everything: beautiful jewels, beautiful dresses with beautiful girls in them, but nothing made her happy. And she would flirt! I caught her on a park bench, making out with a chaos demon! Have you ever seen a chaos demon? They're all slime and antlers. They're disgusting.

He looks at Willow's pretty young face and strokes her silky auburn hair.

SPIKE

She only did it to hurt me. So I said, 'I'm not putting up with this anymore.' And she said, 'Fine!' And I said, 'Yeah, I've got an unlife, you know!' And then she said... she said we could still be friends. God, I'm so unhappy!

He leans over and sobs on Willow's shoulder. She tentatively pats him on the knee.

WILLOW

There, there.

SPIKE

I mean, friends! How could she be so cruel?

He raises his head and stares at her neck.

SPIKE

That smell... your neck...

He leans in to take a better whiff, his face fully vampiric.

SPIKE

I haven't had a woman in weeks.

Willow looks at him and jumps up in fright.

WILLOW

Whoa! No! Hold it!

SPIKE

Well, unless you count that shopkeeper.

WILLOW

Now hold on! I'll do your spell for you and I'll get you Drusilla back, but there will be no bottle-in-face and there will be no 'having' of any kind with me. All right?

He grabs her by the neck and bends her over but makes no move to bite her. Instead, his face morphs back to normal.

SPIKE

All right. (pushes her away) Get started.

Willow steps around the bed to where Spike dumped the box of supplies.

WILLOW

Now, I'm not a real witch, you know. I don't know if this is going to work right away.

SPIKE

(re: Xander)
Well, if at first you don't succeed, I'll kill him and you try again.

WILLOW

This isn't enough.

SPIKE

What?

WILLOW

(nervous)
Well, there are other ingredients and a book. I need a spellbook. This isn't it.

SPIKE

You've got one, though? At home?

WILLOW

Not at home. I left it somewhere.

SPIKE

Where?
CUT TO:

INT. SUNNYDALE HIGH-- LIBRARY-- NIGHT

Buffy is skipping rope. Suddenly, Oz and Cordelia come storming in. Buffy drops her rope as they rush over to her.

CORDELIA

Thank god you are here.

BUFFY

Yeah! Not all of us have dates tonight.

OZ

Something's up.
CUT TO:

INT. SUNNYDALE HIGH-- SCIENCE LAB-- NIGHT

The three of them walk in and survey the mess.

CORDELIA

We were supposed to meet in here. I don't know what could have happened.

Buffy finds Willow's botched experiment.

BUFFY

What is all this stuff? I'm thinking weird science.

CORDELIA

Was Willow messing with her magick tricks again? Maybe they disappeared. Maybe she turned Xander into something ishy!

BUFFY

(looks around)
Whatever happened, there was obviously a fight.

OZ

I don't see any blood.

BUFFY

Yeah, either they were taken or they ran or maybe--

CORDELIA

You're having too many ors! Pick one!

BUFFY

I don't know. I need you guys to find Giles, okay? I'm going to look for them. Maybe they didn't get too far.

CORDELIA

Where is Giles?

BUFFY

He's at a retreat in the clearing in Breaker's Woods.

OZ

Yeah, I know the spot but it's like a forty-five minute drive.

BUFFY

So motor!
CUT TO:

INT. SUNNYDALE HIGH-- LIBRARY-- NIGHT

Buffy strides in and heads straight for the cage and the weapons cache within. She is interrupted by the phone and rushes over to the counter to answer it.

BUFFY

Giles?

JOYCE

(on phone)
Hi, Buffy. You still working out?

BUFFY

No, Mom, actually--
INTERCUT:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

JOYCE

I was hoping that we could schedule a college talk later tonight. I admit I... overreacted before. You don't have to go all the way across the country. I picked up some brochures from some nearby schools, okay?

BUFFY

That's great, but now's really not a good time--

SPIKE

(on phone)
Hello, Joyce.

Buffy's eyes widen; she recognizes the voice.

Joyce looks behind her and sees Spike standing in the doorway.

Buffy's expression turns to horror when she realizes that it's Spike. She drops the phone and tears out of library, an inhuman blur.

FADE OUT

ACT III

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Joyce picks up the teakettle from the stove and takes it over to the island, where she pours a cup of hot chocolate for Spike.

SPIKE

So I'm strolling through the park looking for a meal and I happen to walk by and she's making out with the chaos demon! And so I said, 'You know, I don't have to put up with this.' And she said, 'Fine!' So I said, 'Fine, do whatever you like!' I mean, I thought we were going to make up, you know.

JOYCE

Well, she sounds very unreasonable.

SPIKE

She is. She's out of her mind. (beat) That's what I miss most about her.

JOYCE

Well, Spike, sometimes even when two people seem right for each other, their lives just take different paths. When Buffy's father and I--

SPIKE

No, this is different. Our love was eternal. Literally. You got any of those little marshmallows?

JOYCE

Well, let me look.

She gets up to go check.

CUT TO:

EXT. SUMMERS HOME-- NIGHT

Angel strolls through the neighborhood. He pauses to glance up at Buffy's house and sees Spike sitting with Joyce through the open door. Instantly he runs for the door, jumps the porch railing and tries to enter but is rebounds off an invisible barrier.

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Joyce is startled out of her seat and she backs away. Angel growls fiercely at Spike.

ANGEL

Spike.

JOYCE

Oh, my god. Get out of here!

SPIKE

Yeah. You're not invited.

JOYCE

He's crazy. He'll kill us.

SPIKE

Not while I breathe. Well, actually, I don't breathe.

ANGEL

Joyce, listen to me.

JOYCE

You get out of this house or I will stake you myself.

SPIKE

You're a very bad man.

ANGEL

Joyce, you can't trust him. Invite me in.

Behind her back, Spike feigns biting Joyce.

ANGEL

You touch her and I'll cut your head off!

SPIKE

Yeah? You and what army?

Buffy arrives behind Spike.

BUFFY

That would be me.

She slams Spike onto his back across the island and pins him there by the throat.

BUFFY

Angel, why don't you come on in?

He steps in and Joyce begins to panic.

BUFFY

You shouldn't have come back, Spike.

SPIKE

I do what I please.

JOYCE

Okay, I'm confused again.

Spike makes a grab for Buffy's arm and Angel pins it to the island. Buffy picks up a wooden stirring spoon and moves to stake him.

SPIKE

Willow!

BUFFY

You took Willow.

SPIKE

You do me now, you'll never find the little witch.

JOYCE

(confused)
Willow's a witch?

BUFFY

And Xander?

SPIKE

Him, too.

JOYCE

What, Xander's a witch? I...

Angel grabs Spike by the coat and hauls him off the island.

ANGEL

Where are they?

SPIKE

Doesn't work like that, peaches. And when did you become all soul-having again? I thought you outgrew that. (to Buffy) Your friend's going to work a little magick for me. She does my spell, I let them both go.

BUFFY

You're not famous for keeping your promises, Spike.

SPIKE

Well, you and your great poof here want to tag along, that's fine. But you get in my way and you kill your friends.
CUT TO:

INT. BREAKER'S WOODS-- OZ'S VAN-- NIGHT

Oz speeds along the road to Breaker's Woods.

CORDELIA

What if they were kidnapped by Colombian drug lords? They could be cutting off Xander's ear right now! Or other parts.

Oz sniffs the air and stops the van.

CORDELIA

Hello?

Oz sniffs again.

OZ

It's Willow. She's nearby.

CORDELIA

What? You can smell her? She doesn't even wear perfume.

OZ

She's afraid.

He puts the van in reverse and backs up.

CORDELIA

Oh, my god. Is this some sort of residual werewolf thing? This is very disturbing.

OZ

I really agree.

He puts the van in drive and turns down a side street.

CUT TO:

EXT. SUNNYDALE STREETS-- NIGHT

Buffy, Angel and Spike walk out of an alley.

SPIKE

Look, I just need a few supplies and then I'll take you to... (stops and grabs his head) Oh, god.

BUFFY

What's wrong? Not that I care.

SPIKE

Oh... my head. I think I'm sobering up. It's horrible. Oh, god. I wish I was dead.

Buffy pulls out Mr. Pointy.

BUFFY

Well, if you close your eyes and wish real hard...

SPIKE

Hey! Back off!

ANGEL

Buffy, we still need him to find the others.

BUFFY

Need him? He's probably just got them locked up in the factory.

SPIKE

Well, hey, how thick do you think I am?

BUFFY

Fine. Can we just get this over with?

She starts down the road and Spike and Angel follow close behind. When they reach the corner, Spike has a flashback when he recognizes a park bench.

SPIKE

Oh, god.

ANGEL

Now what?

SPIKE

We killed a homeless man on this bench. Me and Dru. Those were good times.

He steps over to the bench and sits on it.

SPIKE

(chuckles)
You know, he begged for mercy and you know, that only made her bite harder.

BUFFY

(deadpan)
I guess you had to be there.

She continues on.

CUT TO:

INT. SUNNYDALE-- MAGICK SHOP-- NIGHT

Buffy kicks the door open and they walk in. There is yellow police tape stretched across the room.

BUFFY

Your work?

She yanks down the police tape and tosses it aside. Spike hands Buffy a piece of paper.

SPIKE

Here's your list.

BUFFY

(reads)
'Essence of violet, cloves...' Angel?

ANGEL

Right.

He starts scanning the shelves.

BUFFY

'Set of runic tablets.' Spike can get the rat's eyes.

SPIKE

I used to bring her rats. With the morning paper.

BUFFY

Great. More moping. That's going to get her back.

SPIKE

The spell's going to get her back.

ANGEL

Lot of trouble for somebody who doesn't even care about you.

SPIKE

Shut your gob!

ANGEL

She really is just kind of fickle.

SPIKE

Shut up!

He runs at Angel and punches him in the face. Angel grabs his arm in mid-swing before he can do it again. Buffy grabs him from behind and throws him off Angel.

SPIKE

(yells)
What do you know? It's your fault, the both of you! She belongs with me. I'm nothing without her.

BUFFY

That I'll have to agree with. You're pathetic, you know that? You're not even a loser anymore, you're a shell of a loser.

SPIKE

Yeah. You're one to talk.

BUFFY

Meaning?

SPIKE

The last time I looked in on you two, you were fighting to the death. Now you're back making googly-eyes at each other like nothing happened. Makes me want to heave.

BUFFY

I don't know what you're talking about.

SPIKE

Oh, yeah. You're just friends.

ANGEL

That's right.

SPIKE

You're not friends. You'll never be friends. You'll be in love till it kills you both. You'll fight and you'll shag and you'll hate each other till it makes you quiver but you'll never be friends. Love isn't brains, children, it's blood... blood screaming inside you to work its will.

Buffy and Angel look uncomfortable as Spike's words hit home.

SPIKE

I may be love's bitch but at least I'm man enough to admit it.

He turns his attention back to finding Willow's ingredients. Buffy's eyes almost meet Angel's but she quickly averts them. Spike finds what he's looking for.

SPIKE

Hmm! Eye of rat.
CUT TO:

INT. SPIKE'S WAREHOUSE LAIR-- BASEMENT-- NIGHT

Willow is pounding against the door with her shoulder. She hears Xander moan and goes to the bed to check on him. The side of his head is covered in dried blood.

WILLOW

Xander? Are you okay?

He tries to sit up.

XANDER

Dizzy. (winces) Kind of nauseous, too. Do I remember having a fight with Spike?

WILLOW

You do.

He feels the caked blood on the side of his face.

XANDER

I won, right? Kicked his ass?

WILLOW

You were real brave. Do you need to barf?

XANDER

No, I'll be okay. (looks around) Where are we?

WILLOW

The factory. We're locked in the basement.

XANDER

That burnt-out place in the middle of nowhere? So we're pretty much in a 'scream all you want' scenario?

WILLOW

Pretty much.

XANDER

Why didn't he just kill us?

WILLOW

He wants me to do a love spell.

XANDER

What?

WILLOW

Drusilla broke up with him.

XANDER

Gee and we had all hoped those crazy kids would make it work.

WILLOW

He's out of control. I mean, not that he was Joe Restraint in the old days.

XANDER

So what are our options?

WILLOW

Well, I figure either I refuse to do the spell and he kills us or I do the spell and he kills us.

XANDER

Give me a third option.

WILLOW

He's so drunk he forgets about us and we starve to death. That's sort of the best one.

Willow helps him sit up.

XANDER

Will, we're not going to die. If he's so drunk, he'll get sloppy and then I'll make my move. As long as my move doesn't involve standing up or using my limbs, we'll be okay.

He collapses back onto the bed, pulling Willow down with him. They look at each other and the temptation to kiss is strong.

WILLOW

We're not supposed to.

XANDER

Exemption for impending death situation.

Willow considers a moment, then goes along with that and they kiss. As she pulls him close, Oz and Cordelia come down the stairs behind them.

CORDELIA

Oh, god!

Willow immediately rolls off of Xander and stares at them in shock.

XANDER

Oh, god.

WILLOW

Oh, god, Oz...

OZ

(flat)
We have to get out of here.

Cordelia stares at Xander, heartbroken, then turns and runs up the stairs.

XANDER

Cordy, I--

Cordelia makes it half-way up the charred stairs when they suddenly give way beneath her feet and she falls 15 feet onto a pile of old concrete rubble and rebar. Forgetting his pain, Xander scrambles up the steps, followed closely by Oz and Willow.

XANDER

Cordelia!

They look down at her through the gaping hole. She moves her head slightly and looks up at them hovering above her.

CORDELIA

(whispers)
I fell...

Pan down from her face to reveal that she is impaled on a long piece of rusty iron rebar; it is protruding from her abdomen just under her rib cage.

CUT TO:

EXT. SUNNYDALE-- MAGICK SHOP-- NIGHT

Spike, Buffy and Angel come out of the store, having completed their spell shopping.

BUFFY

Okay, Spike, we got the stuff. Where are they?

SPIKE

What's your hurry?

BUFFY

My hurry is my intense desire to get you out of my life. You tend to cause trouble.

SPIKE

I'll be out of your life in a few short hours. No trouble at all.

Without warning they find themselves confronted by LENNY, one of Spike's former henchmen.

LENNY

Hello, Spike.

They look around as a gang of vampires surrounds them.

BUFFY

No trouble at all.
FADE OUT

ACT IV

EXT. SUNNYDALE-- MAGICK SHOP-- NIGHT

Buffy, Spike and Angel face off with Lenny and his gang.

SPIKE

Lenny. How have you been?

LENNY

Better since you left. You should have stayed gone.

SPIKE

Is that right?

BUFFY

You know, he was just leaving. (to Spike) Don't you start anything.

SPIKE

This pissant used to work for me.

BUFFY

(to Angel)
The guys are in trouble. We can't risk this.

ANGEL

Look, I don't think we have a choice.

LENNY

You other two can walk away from this.

SPIKE

(to Buffy)
I die, your chums die.

BUFFY

(to Lenny)
Sorry. We're staying.

LENNY

Not for long!

Buffy and Angel and Spike engage the vampires. The fight is fast and furious. Spike jumps on the hood of car and takes on several vampires at a time while Angel moves deeper into the alley. Buffy presses her side of the fight into the outdoor patio of the Espresso Pump café.

Individually, the vampires are no match for Buffy, Spike and Angel but their sheer numbers present a formidable challenge. Buffy evens the odds a bit by snapping a mop handle in two and impaling two vampires at once with her makeshift stake, resulting in a dense cloud of ash.

They notice that they are temporarily without opponents and regroup in front of the Magick Shop. It doesn't take long for several members of the gang to surround them. Buffy makes a break for the shop's door while Angel and Spike slowly back away after her. They turn and run into the shop and slam the door closed as the gang of vampires gives chase.

INT. SUNNYDALE-- MAGICK SHOP-- NIGHT

Once inside, Buffy starts searching for weapons. Spike and Angel move one of the bookcases across the front window. Behind the counter, Buffy smashes the shopkeeper's chair and picks up the legs to use as stakes. She comes back out from behind the counter and yells for the others to join her.

BUFFY

Go!

She hands them each a chair leg, and the three of them make their stand, waiting for the already teetering bookcase to give and the gang to storm into the shop.

SPIKE

This should be a kick.

BUFFY

I violently dislike you.

Suddenly, the back door is kicked in and a vampire charges Angel. Angel ducks and hurls him over his head and onto a table arrayed with books and candles. Two more vampires attack Buffy as Angel slams the back door and leans against it.

Buffy kicks the rolling bookshelf ladder into the two vampires running at her, knocking them to the floor.

Buffy and Spike fight for their lives while Angel holds the door closed against the attacking horde.

CUT TO:

INT. SPIKE'S WAREHOUSE LAIR-- BASEMENT-- NIGHT

Xander slowly climbs down into the hole to be with Cordelia.

WILLOW

Be careful.

XANDER

Yeah.

WILLOW

(to Cordelia)
Don't move, Cordy! Oz went to get help!

Xander drops down to the concrete pile below.

CUT TO:

INT. SUNNYDALE-- MAGICK SHOP-- NIGHT

Buffy pins a vampire and slams her stake home. As he bursts into ashes, she turns her attention to her other attacker and kicks him in the face as he's trying to get up. She grabs him by the shirt and shoves his head into a display case, breaking

the glass. She then hauls the dazed vampire around and shoves his head between the rungs of the ladder and kicks it away.

The back door is beginning to give and so is the bookcase at the front window.

BUFFY

(to Angel)
We need to get out of here!

ANGEL

Can we get to the roof?

Buffy scans the ceiling for a possible way out as the back door finally gives. Angel is knocked to the floor and the heavy door falls on top of him. Lenny steps on top of it, scans the room quickly and heads straight for Spike. Behind him, another vampire runs in and Buffy rushes to engage him.

Angel lies dazed under the door.

Lenny reaches Spike and immediately punches him hard in the face.

LENNY

Yeah. I heard you'd gone soft. Sad to see it, man.

SPIKE

(incredulous)
Soft?

LENNY

Yeah, like baby food.

Behind Spike, another vampire stands up.

SPIKE

Well, then, let's give baby a taste.

He kicks backward, hitting the vampire behind him in the groin, then violently lays into Lenny.

Buffy finishes off a vampire, then runs over to Angel, pushes the heavy door off of him and helps him up.

ANGEL

I'm all right.

BUFFY

You're not up to your full strength yet.

ANGEL

(re: bookcase)
That window's about to go.

He directs Buffy's attention to a nearby shelf: several dozen small bottles of Holy Water.

ANGEL

Buffy.

Spike is repeatedly smashing Lenny's head onto the table.

SPIKE

Baby like his supper? Baby like his supper?

He lifts Lenny and flips him over onto the table on his back.

SPIKE

Why doesn't baby have a nap?

He raises his stake high and plunges it violently into Lenny's chest. Lenny looks stunned as he bursts into ash. Spike smiles with the thrill of the kill and behind him, Buffy yells out a warning.

BUFFY

Spike! Get down!

He ducks as the bookcase finally gives way and falls with a crash and a horde of vampires storm the shop. Buffy and Angel begin throwing the bottles of Holy Water at them like grenades. They break when they hit, spraying the vampires with the caustic substance. Realizing he's in the line of fire, Spike pulls his coat over his face and drops to the floor. It's not long before the scalding Holy Water has the attacking vampires beating a hasty, screaming retreat. Spike warily gets to his feet.

SPIKE

Now, that was fun. (off Buffy and Angel's looks) Oh, don't tell me that wasn't fun. Oh, god! It's been so long since I had a decent spot of violence. Really puts things in perspective.

Angel bends over in pain and Buffy moves to gently support him.

SPIKE

(sarcastic)
Oh, yeah. You two. Just friends. No danger there.

BUFFY

Could we just do the damn spell now?

SPIKE

Oh, sod the spell. Your friends are at the factory.

Buffy and Angel can't believe their gullibility.

SPIKE

I'm really glad I came here, you know? I've been all wrongheaded about this. Weeping, crawling, blaming everybody else. I want Dru back, I've just gotta be the man I was, the man she loved. I'm going to do what I should have done in the first place: I'll find her, wherever she is, tie her up and torture her until she likes me again.

He walks past them toward the back door. Just before he leaves, he turns back.

SPIKE

Love's a funny thing.

With that, he's gone.

CUT TO:

INT. SPIKE'S WAREHOUSE LAIR-- BASEMENT-- NIGHT

Cordelia moans as Xander crouches next to her. He is desperately worried for her and strokes her hair.

XANDER

Cordy... please hold on.

CORDELIA

(weak)
Xander? I can't see you...

Her head rolls to the side and she goes still and limp. Xander cries out in despair.

XANDER

Cordy!

From above, Willow looks down on Cordelia's lifeless body.

CUT TO:

EXT. SUNNYDALE CEMETERY-- DAY

A funeral in progress, attended by about twenty-five people dressed in black. Pan down from above as the PRIEST reads from the Bible.

PRIEST

He created all things in order that they might exist. And the generative forces of this world are wholesome and there is no destructive poison in them. For the dominion of Hades is not on Earth, for righteousness is immortal.

Pan across mourners and several headstones to the street. CU on Buffy and Willow walking along the street next to the cemetery.

BUFFY

So Cordelia's going to be okay?

WILLOW

She lost a lot of blood. None of her vitals were punctured.

BUFFY

Has she talked to Xander yet?

WILLOW

She wasn't allowed to have visitors at first. He's going to see her today.

BUFFY

And Oz?

WILLOW

I never knew there was anything inside me that could feel this bad. For the longest time, I didn't know what I wanted. I wanted everything. And now... I just... I just want him to talk to me again.

BUFFY

Just give it some time. And be prepared for some groveling.

WILLOW

Oh, I'm ready. I'm all over groveling.

BUFFY

Good. Because, you know, I hear sometimes it works.
CUT TO:

INT. SUNNYDALE HOSPITAL-- CORDELIA'S ROOM-- DAY

Cordelia is lying awake in bed, facing away from the door, looking out the window. Xander arrives holding a huge bouquet of flowers and knocks on the door.

XANDER

Can I come in?

No response. He enters anyway.

XANDER

They wouldn't let me see you until now.

He sets the bouquet on the table where she can see them.

XANDER

Those are flowers.

He sits in the chair next to her bed and she slowly turns to face him.

XANDER

Look, Cordy, I want you to know that I--

CORDELIA

(weak)
Xander?

XANDER

(hopeful)
Yeah?

CORDELIA

Stay away from me.

She turns back to the window. Xander looks down, then gets up to go. He looks back one final time, before heading off down the hall.

After he's gone, tears stream down her cheeks and she is wracked with sobs.

CUT TO:

INT. ANGEL'S MANSION-- ATRIUM-- NIGHT

Angel sits in the atrium waiting for Buffy. When he hears her footsteps he turns to her. She stops just inside the doorway.

ANGEL

Hey. I was wondering when you were coming.

BUFFY

I'm not coming back. (beat) We're not friends. We never were. And I can fool Giles and I can fool my friends but I can't fool myself... or Spike, for some reason. What I want from you I can never have. You don't need me to take care of you anymore. So I'm going to go.

ANGEL

I don't accept that.

BUFFY

You have to.

ANGEL

How can...

He takes a step toward her and she backs away.

ANGEL

There's got to be some way we can still see each other.

BUFFY

There is: tell me that you don't love me.

Knowing that those words would be a lie, Angel says nothing. After a long moment, Buffy turns and leaves Angel alone.

DISSOLVE TO:

INT. ROSENBERG HOME-- WILLOW'S ROOM-- NIGHT

Willow sits on the floor against her bed, her knees drawn up to her chest, staring sadly at her PEZ witch.

DISSOLVE TO:

INT. THE BRONZE-- NIGHT

Oz sits on one of the pool tables, his guitar in hand, but unable to play as he tries to come to terms with betrayal.

DISSOLVE TO:

INT. SUNNYDALE HIGH-- LIBRARY-- NIGHT

Xander tries to make himself useful re-shelving books. He takes an armful of them into the cage and sorts them onto a cart. He stops for a moment, leans against the cart and stares hopelessly out into the room beyond the cage.

DISSOLVE TO:

INT. SUNNYDALE HOSPITAL-- CORDELIA'S ROOM-- NIGHT

Cordelia lies in her bed, staring blankly at the ceiling.

DISSOLVE TO:

EXT. SUNNYDALE HIGH-- MAIN QUAD-- DAY

Buffy sits alone on a bench, looking sadly down at the ground as the other students go about their business.

CUT TO:

EXT. SUNNYDALE OUTSKIRTS-- HIGHWAY-- DAY

Spike's car races by with My Way blaring on the radio.

CUT TO:

INT. SPIKE'S DODGE FIREFLITE-- DAY

Spike rocks along and screams the lyrics as he smokes and defies the daylight, driving with only his blackened windows to protect him.

SPIKE

(sings)

I plan each charted course Each little step along the highway And more, much more than this... I did it my way.

FADE TO BLACK
END