Fear, Itself

[Transcript of "Buffy The Vampire Slayer" episode Fear, Itself at buffyology.com.]

Prologue

INT. HARRIS HOME-- BASEMENT-- NIGHT

XANDER raises a butcher knife and turns to WILLOW and OZ as he regards his freshly-carved jack-o'-lantern.

XANDER

I don't know... I was going for ferocious, scary, but it's coming out more dryly sardonic.

WILLOW

It does appear to be mocking you with its eye holes.

OZ

The nose hole seems sad and full of self-loathing.

Xander turns the jack-o'-lantern around to show BUFFY who is lying on the bed, off in her own world.

XANDER

What do you think, Buff?

BUFFY

I was just thinking about the life of a pumpkin. Grow up in the sun-- happily entwined with others-- then someone comes along, cuts you open and rips your guts out.

XANDER

Okay! And on that happy note, I've got a treat for tomorrow night's second annual Halloween screening. People prepare to have your spines tingled, your gooses bumped by the terrifying... Fantasia?

OZ

Maybe it's because of all the horrific things we've seen but hippos wearing tutus just don't unnerve me the way they used to.

XANDER

Phantasm. It was supposed to be Phantasm. Stupid video store!

WILLOW

I thought we were doing the Alpha Delt thing.

XANDER

What thing?

BUFFY

The Scary House? Sounds kinda lame.

OZ

It actually borders on fun. You have to go through the Scary House maze to get to the party, which is usually worth getting to. Those guys go all out.

WILLOW

As witnessed last Friday.

OZ

Very true.

XANDER

There is a party?

WILLOW

We didn't tell you?

XANDER

No, it's cool. You guys got your little college thing. I'm fine. I mean, I got better things to do than tag along to some fraternity.

WILLOW

You can come.

XANDER

Okay. But only because I lied about having better things to do.

OZ

A blast will be had by all.

Buffy gets up and sighs.

BUFFY

I'm going to get going.

XANDER

Now? Tonight's still...(looks at watch) okay, it's a little mature, but still.

BUFFY

I'm sleepy. You guys have fun.

WILLOW

You want me to come with?

BUFFY

No, I'm fine.

Xander shakes his head.

XANDER

Sad Buffy.

WILLOW

She didn't even touch her pumpkin. It's a freak with no face.

OZ

She's still suffering a little post-Parker depression.

XANDER

Bailing on the Buff... does anyone else want to smack that guy?

All three raise their hands.

CUT TO:

EXT. SUNNYDALE STREETS-- NIGHT

Buffy walks down the street alone when a demon suddenly jumps out of the bushes at her, screaming. She delivers a punch to its face, sending the creature sprawling to the pavement. She reacts with surprise when the "demon" pulls off a Halloween mask revealing itself to be a teenage boy.

KID

Jeez, that hurt! What the hell is wrong with you, lady?

He gets up and walks away, shaking his head.

BUFFY

That's what I'd like to know.

Opening credit sequence.

ACT I

INT. UC SUNNYDALE-- CAFETERIA-- DAY

Willow and Buffy enter the cafeteria.

WILLOW

I've got the basics down: levitation, charms, glamours. I just feel like I've plateaued Wicca-wise.

BUFFY

What's the next level?

WILLOW

Transmutation, conjuring, bringing forth something from nothing. Gets pretty close to the primal forces. A little scary.

BUFFY

Well, no one's pushing, you know. If it's too much, don't do it.

WILLOW

Don't do it? What kind of encouragement is that?

BUFFY

This is an 'encouragement' talk? I thought it was 'share my pain'.

WILLOW

I don't know. Then again, what is college for if not experimenting? You know, maybe I can handle it. I'll know when I've reached my limit.

Oz sidles up to them.

OZ

Wine coolers?

BUFFY

Magick.

OZ

Oh, you didn't encourage her, did you?

WILLOW

Where is Supportive Boyfriend Guy?

OZ

He's picking up your dry cleaning but he told me to tell you that he's afraid you're going to get hurt.

WILLOW

(smiles)
Okay, Brutus. (off Oz's confused look) Brutus? Cæsar?

Both Oz and Buffy look mystified by her literary reference. She makes a stabbing motion with her banana.

WILLOW

Betrayal? Trusted friend? Back-stabby?

OZ

Oh, I'm with you on the reference but I won't lie about the fact that I worry. I know what it's like to have power you can't control. I mean, every time I start to wolf out, I touch something deep, dark. It's not fun. But just know that whatever you decide, I back your play.

BUFFY

See? Concerned Boy, Sweet Boy.

WILLOW

(smiles)
I kinda like him worrying anyway.

Raucous laughter drifts over from across the room and Buffy turns to see Parker sitting at a table, laughing with his friends.

BUFFY

You know I... forgot to be hungry.

She puts her food down and turns to leave. Willow hands her food to Oz and runs after her.

WILLOW

Wait, Buffy. Buffy, don't let jerky Parker chase you away.

BUFFY

He didn't. I just don't want to deal with this right now. I'm taking a holiday from dealing, happily vacationing in the land of not coping.

WILLOW

You know what? You'll feel better at the party tonight. Maybe you'll even meet someone.

BUFFY

Willow, I don't want to meet someone. I've reached my quota on someones. Besides, I think I'm going to have to patrol anyway.

WILLOW

Tonight? But it's Halloween!

BUFFY

I'll double check with Giles, but I'm sure he's going to think I should be on active Slayer duty. He doesn't care about Halloween.
CUT TO:

INT. GILES' APARTMENT-- DAY

GILES opens his door for Buffy dressed like a Mexican mariachi and holding a big bowl of candy.

GILES

Happy Hallow--! Hello, Buffy.

Buffy stares at him, floored.

BUFFY

Oh, my god...

GILES

It's a sombrero.

BUFFY

And it's on your head.

GILES

It seemed festive. Come in. Candy?

Buffy looks around at the decorations.

BUFFY

What's going on here? You hate Halloween.

GILES

I never said any such a thing. As my Watcher's duties took precedence, I simply haven't taken time to... well, to embrace its inherent charms until now.

He turns on a Frankenstein puppet hanging from the ceiling and its arms move mechanically back and forth.

GILES

Look, look! It's alive! See how he shakes? (off her look) Is there something you wanted?

BUFFY

I was thinking that I should patrol tonight. You know, possibly the cemetery or if you had a better sug--

She stares at the fringe dangling from the brim of his sombrero.

BUFFY

Could you please take that off?

GILES

Oh, yes, of course. I see... is there some specific danger you were sensing?

BUFFY

No. But then you know we were all caught off guard when Ethan turned everyone into their costumes.

GILES

True, but what happened then was anomalous. Creatures of the night shy away form Halloween. They find it all much too crass.

BUFFY

Hard to believe.

GILES

Well, I promise you there is little likelihood of any supernatural activity tonight. (re: candy) You sure you don't want one?
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- DAY

The fraternity brothers transform their house into a haunted mansion. As one of the BROTHERs walks down the hallway, a plastic skeleton with a knife in its hand swings out in front of him, making him jump. He laughs and turns, holding up a paper bag to CHAZ, who is working the skeleton,.

BROTHER #1

I come bearing spiders.

CHAZ

The sound system is not going to cut it. Nothing but lame.

BROTHER #1

You want me to call Oz? He can probably hook us up.

CHAZ

Do it. If we don't scare the young women, they will not fall into our arms. We'll have womanless arms. Halloween isn't about thrills, chills and funny costumes. It's about getting laid.

BROTHER #1

Is there any holiday that's not about getting laid?

CHAZ

Arbor Day. Call Oz, dude.

BROTHER #1

Done. Oh, and you wanted a symbol to paint upstairs, something mystical?

He holds up an old book opened to a page with a pentagram.

BROTHER #1

Check this out.
CUT TO:

INT. HARRIS HOME-- BASEMENT-- DAY

Xander puts on a jacket and turns to leave only to find ANYA standing on the stairs.

XANDER

Anya? You really have to get this knocking thing down. How did you--

ANYA

You're uncle Rory let me in. Does he always smell like peppermint?

XANDER

The man likes his schnapps. What are you doing here?

ANYA

You haven't called. Not once.

XANDER

You said you were over me.

ANYA

And you just accepted that? I only said that because I thought that's what you wanted to hear.

XANDER

That's the funny thing about me... I tend to hear the actual words people say and accept them at face value.

ANYA

That's stupid.

XANDER

I accept that. I can't say seeing you falls into the realm of a bad thing.

Anya smiles.

ANYA

Really? I thought maybe we could go out tonight, for our anniversary.

XANDER

Anniversary?

ANYA

It's been exactly one week since we copulated. Did you forget?

XANDER

Oh no, of course not. It's just I already have plans with Buffy, Willow and Oz. It's Halloween, you know.

ANYA

I don't understand.

XANDER

Well, every October 31st, we mortals dress up in masks--

ANYA

No, I understand that inane ritual. It's those people. You continue to associate with them though you share little in common.

XANDER

What are you talking about?

ANYA

I mean, they go to college. You don't. They no longer live at home. You do.

XANDER

Oh hey, those things... the bonds of true friendship transcend... could we just change the subject?

ANYA

Okay, okay. Don't get upset with me. I just wondered.

XANDER

If you want you can come with me tonight to this party.

ANYA

You mean like a date? Is that what this is? Are we dating?

XANDER

There are definitely date-like qualities at work here. Oh, you'll need a costume.

ANYA

A costume?

XANDER

Dress up, you know, something scary.

ANYA

Scary. Scary how?

XANDER

Anya, you ex-demon, terrorized mankind for centuries. I'm sure you'll come up with something.
CUT TO:

INT. UC SUNNYDALE-- LECTURE HALL-- PSYCHOLOGY 105-- DAY

Class lets out for the day and Buffy approaches Professor MAGGIE WALSH and RILEY as they are about to leave.

BUFFY

Excuse me, Professor Walsh? I came to get today's assignments. I couldn't make it to class for personal reasons.

WALSH

Right. I count four limbs, a head, no visible scarring, so I assume your personal issue wasn't a life-threatening accident of any kind. I'm therefore uninterested. You got problems, solve them on your own time. Miss another class and you're out.

Walsh walks briskly past Buffy and out the door.

RILEY

She means it, you know.

BUFFY

Yeah. I got the impression she wasn't saying it to make me laugh.

RILEY

You've got to be aware your work's taken a little downturn lately. I can't remember the last time I've seen your hand up.

BUFFY

Does stretching count?

RILEY

Look, things get pretty intense freshmen year, as I dimly recall. Too much fun or not enough?

BUFFY

Both, actually.

Riley hands her the assignments.

RILEY

Yeah, well, you've just got to keep your priorities. Professor Walsh is worth your time.

BUFFY

Thanks. I'll get this done tonight.

RILEY

Tonight? It's Halloween! What, you're not going to dress up and go party?

BUFFY

I have a lot of work to do.

RILEY

I may be out of line here and it's not really my business but you seem like the kind of person that makes things really hard on themselves. Halloween isn't a night for responsibility. It's when the ghosts and goblins come out.

BUFFY

That's actually a misnomer.

RILEY

Well, I didn't mean real ones.

Buffy smiles and looks away.

RILEY

But hey, there is some good scary fun to be had on campus tonight.

BUFFY

Yeah? What are you doing?

RILEY

Well, I'm going to sit here and grade papers.

Buffy turns to go.

BUFFY

Scary.

RILEY

Very.

BUFFY

Well, thanks for the pep talk, coach.

RILEY

Don't make fun. I worked long and hard to get this pompous.

BUFFY

No, I mean it.

RILEY

(beat)
You're welcome.

Buffy smiles and walks out. Riley watches her, grinning.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- COAT ROOM-- DAY

EDWARD, one of the frat brothers, paints a pentagram onto the floor as Oz and Xander carry in a speaker.

EDWARD

Okay, watch your step, boys. Paint's still wet in a few spots.

CHAZ

(to Oz)

Thanks for the loan, man. Our sound system sucks.

OZ

Mi Casio es su Casio.

Xander points at the pentagram.

XANDER

Well, that's an interesting little design. What does it mean?

EDWARD

No clue. I got it out of this book. There is a lot of really cool stuff about--

Xander spots a fruit bowl on a nearby table.

XANDER

Oh, grapes! Wow, peeled. You guys know how to spoil your guests.

CHAZ

Eyeballs, man. Blindfold chicks and have them stick their hands in the bowl and tell them it's eyeballs. They love that.

XANDER

And here I was wasting time buying them flowers and complimenting them on their shoes. So you go through the whole house of horrors downstairs and it ends up here. Sweet. You fratly guys have a nice setup.

CHAZ

Hey, mighty, mighty Alpha Delts. You should think about pledging.

OZ

Oh, Xander is a civilian.

CHAZ

Ah! Townie, huh? Didn't know. He looked so normal. You sure we should let him come to the party, Oz?

XANDER

(to Brother #2)
Hey, standing right here.

Scary sound effects blast from the speakers. Oz looks at them unhappily.

CHAZ

Cranking.

XANDER

(to Oz)
You're sensing a disturbance in the Force, master?

Oz takes out a folding pocketknife.

OZ

The left speaker is crackling a little bit.

XANDER

And you feel stabbing it is the proper solution?

OZ

I'm just going to trim the wire. It might be a short.

As Xander turns away, Oz cries out in pain.

XANDER

Oz?

OZ

Cut myself. It's okay.

He straightens up, holding his hand. A few drops of his blood fall onto the pentagram.

XANDER

Playing with knives, fun, yes, but not safe. And when you bleed to death, I've got dibs on your equipment.

Unnoticed by the guys in the room, the air shimmers over the pentagram and one of the plastic spiders suddenly springs to life and scuttles away.

FADE OUT

ACT II

INT. SUMMERS HOME-- LIVING ROOM-- NIGHT

JOYCE sews Buffy's costume on her machine while Buffy watches.

BUFFY

Thanks again for doing this at the last minute.

JOYCE

I'm just glad I could find it. There. Try it now. I let down the hem and loosened it a little around the hood.

Buffy puts it on and smiles.

BUFFY

Oh, it feels better. (off Joyce's look) Oh, no. Someone's getting nostalgic face.

JOYCE

I'm sorry. I'm thinking about the little girl who wore that. What is it? Five, six years ago?

BUFFY

Yeah, Little Red Riding Hood was the cutting edge in costumes.

JOYCE

(laughs)

Your father loved to take you out.

BUFFY

He was such a pain! Twelve years old and I can't go trick-or- treating by myself?

JOYCE

He just wanted to keep you safe.

BUFFY

No, he wanted the candy. I was just the bait.

JOYCE

Oh, that's not true, actually. The candy was for me. Your father loved spending time with you.

Buffy looks away.

BUFFY

Not enough, I guess.

JOYCE

Buffy...

BUFFY

Oh, that just paved right over Memory Lane, huh?

JOYCE

Our divorce had nothing to do with you.

BUFFY

I don't know. I'm starting to feel like there's a pattern here. Open your heart to someone and he bails on you. Maybe it's easier to just not let anyone in.

JOYCE

I thought it might be easier. You must have noticed that I am not exactly the social butterfly I was when I was with your dad. I don't think I made a single new friend the year we moved to Sunnydale.

BUFFY

Why not?

JOYCE

Fear. I didn't believe I could trust anyone again. It's taken time and a lot of effort but I've got a nice circle of friends now. I mean, don't get me wrong. I'm still a little gun shy. It certainly didn't help that my last boyfriend turned out to be a homicidal robot. I will always be here for you. And you've got Mr. Giles and your friends. Believe me, there is nothing to be afraid of.
CUT TO:

EXT. UC SUNNYDALE-- CAMPUS COMMONS-- NIGHT

Raucous students in costumes throw toilet paper into the trees.

CUT TO:

INT. UC SUNNYDALE-- STEVENSON HALL-- BUFFY'S ROOM-- NIGHT

Willow, dressed as Joan of Arc, talks with Oz on the phone.

WILLOW

(into phone)
No, I'll just meet you at your place. (beat) Yeah, Buffy said she was coming but I haven't seen her. We have to make sure she has fun. We have to force fun upon her. And if Parker shows up, we just ax-murder him. That's Halloweeny! Okay, I'll see you in a little bit.

Willow hangs up and heads out into the hallway.

CUT TO:

INT. UC SUNNYDALE-- STEVENSON HALL-- CORRIDOR-- NIGHT

The dorm is full of college kids in costumes. A tall black guy in DRAG wearing a blond wig walks over to her.

DRAG GUY

Willow, you've got to stop by the room.

WILLOW

I'm late for a battle or I would. I love your outfit though.

As Willow leaves, she passes a guy dressed as a LOBSTER talking to a girl dressed like a PRESENT.

LOBSTER

There is nothing going on here.

PRESENT GIRL

I saw you flirting with her!

LOBSTER

Do we have to do this every time? I love you. You know that!
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

The Haunted House is in full swing. A frat brother leads RACHEL, blindfolded, to the bowl of peeled grapes.

CHAZ

Okay, Rach, what's in the next one?

RACHEL

You guys are sick!

CHAZ

Here, give me your hand.

RACHEL

This is gross.

CHAZ

Eyeballs, Rachel, they're eyeballs! Muahaha!

Rachel giggles and takes the blindfold off. She looks down in horror at the bowl. It's not filled with grapes but real eyes, slick with gore. She drops the eyes and screams.

FADE OUT

ACT III

EXT. UC SUNNYDALE-- CAMPUS COMMONS-- NIGHT

Buffy, fully dressed as Little Red Riding Hood, is on her way to the party when she's joined by Xander who strikes a fashionable pose in his tuxedo.

XANDER

Hey, Red. What you got in the basket, little girl?

BUFFY

Weapons.

XANDER

Oh.

BUFFY

Just in case. Like the tux, Xander.

XANDER

Bond. James Bond. Insurance, you know, in case we get turned into our costumes again. I'm going for cool Secret Agent Guy.

BUFFY

I hate to break it to you but you'll probably end up cool Head Waiter Guy.

XANDER

As long as I'm cool and wield some kind of power.

They meet up with Willow and Oz.

BUFFY

Will. Medieval Will.

XANDER

Hail, ye olde vareletty thou.

WILLOW

I'm Joan of Arc. I figured we had a lot in common, seeing as how I was almost burned at the stake... and plus she had that close relationship with god.

XANDER

(to Oz)
And you are?

Oz opens his jacket and reveals a nametag that says 'God'.

XANDER

Of course. I wish I'd thought of that before I put down my deposit. I could have been God.

OZ

Blasphemer.

As they walk along, two heavily armed soldiers dressed in camouflage and wearing ski masks step out of the bushes in front of them and head off across campus.

BUFFY

(to Willow)
Nice costumes. Very stealthy.

WILLOW

What are they supposed to be?

OZ

NATO?

XANDER

Oh, yeah... I invited Anya to join us but she's having some trouble finding a scary costume so she's just going to meet us there.

BUFFY

Perfect. Everybody's got a date but third-wheel Buffy.

WILLOW

You're not a third wheel.

XANDER

Technically speaking you're a fifth wheel.

Willow impatiently pushes him aside and wraps an arm around her best friend.

WILLOW

We're going to have the best time.
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

The kids are in a full-blown panic, running around madly, screaming. The lights strobe and the entire atmosphere inside the house has turned malicious. A deep voice reverberates through the structure.

GACHNAR

Release me!
CUT TO:

EXT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

Buffy and her friends approach the house.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

Party-goers scream in terror.

CUT TO:

EXT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

Willow and Oz smile and holding hands as they approach the front door. Oz turns to address the others.

OZ

Let the horrors begin.
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- CORRIDOR-- NIGHT

Edward runs blindly down the hallway.

EDWARD

God, help me!

He falls down a flight of stairs and lands in a twisted lifeless heap at the bottom.

GACHNAR

Release me!
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- FOYER-- NIGHT

The gang enters the silent house. There is no sign of pandemonium.

XANDER

The joint's not jumping. Where is everybody?

Mechanical laughter erupts from a plastic one-eyed head floating in a punch bowl on a table next to the door.

OZ

Follow the signs.

BUFFY

(re: toy head)
Terrifying. If I were Abbott and Costello, this would be fairly traumatic.

Willow walks into a cobweb decoration and screams. She quickly pulls the sticky strands off herself.

WILLOW

Ah! Cobweb! Okay, that part was realistic.

OZ

Frat boys aren't too obsessive with their cleaning. Might not be decoration per se.

The plastic skeleton with the knife swings out at Xander and he jumps.

XANDER

(panting)
I wasn't scared, I was in the spirit.

WILLOW

And we back you up on that. Even if they question us separately.

Oz looks over at Willow and notices a very real tarantula crawling up her shoulder. Willow follows his surprised gaze and her eyes go wide with shock.

WILLOW

Get it off!

Oz calmly brushes the massive spider off and looks her over.

OZ

It's gone.

WILLOW

Okay, that is not sanitary!

BUFFY

Yeah, let's get to the party part of the party.

WILLOW

(to Oz)
Are you sure it's off?

OZ

Yeah.
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- PARLOR-- NIGHT

The group walks into a sitting room and Buffy bends down to examine a spot on the carpet.

OZ

I thought this led to...

XANDER

(to Buffy)
What is it?

Buffy examines the stain on her fingers.

BUFFY

Blood. Real blood.

XANDER

Okay, actual creeps have been given. (loud) Bravo, frat boys!

Buffy stands up, looking around uncertainly.

BUFFY

Shh! Do you hear something? Like a squeaking noise?

XANDER

Oh, it's these rented shoes... patent leather. I asked the guy to--

WILLOW

No, no, wait. It's something else. I hear it, too. Something like...

They all slowly look up at the ceiling. It's a writhing black mass, seemingly alive. With strangled cry, the group covers their heads as the bats explode off the ceiling and shoot off down the corridor. Oz cautiously stands up and picks up a stray bat lying on the floor.

WILLOW

No, Oz, don't. It might be--

OZ

Rubber. It's made of rubber.

BUFFY

What the hell is going on here?

XANDER

Look, maybe it's nothing. Maybe it's just a neat trick. You know, something done with wires or--

The thunderous voice echoes through the house again.

GACHNAR

Release me!

XANDER

Or it might be something else.
CUT TO:

EXT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

Anya approaches the house wearing a furry pink bunny suit. She stops, confused, when she realizes there is no front door, merely a welcome mat lying in front of a solid brick wall. She bangs on the wall and calls out.

ANYA

Where is the door? Hey! Hello!

She sighs and heads back out to the street but stops when she hears a scream coming from the house. She looks up and sees a girl banging desperately against one of the second-floor windows.

GIRL

Help me! Help me!

As Anya watches in shock, the stonework of the house suddenly envelopes the window, sealing it off and silencing the girl's terrified screams.

ANYA

Xander!

She runs off to find help.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- FOYER-- NIGHT

Buffy and friends head back toward the front door. Disembodied screams and bizarre sounds echo throughout the house.

XANDER

Where are the stairs?

WILLOW

Where is the door?

BUFFY

This is the way we came in, right? We just went in a circle?

Oz flips a switch and the sound effects cut off.

BUFFY

Thank the Lord!

OZ

You're welcome.

WILLOW

Hey, I have a neat idea: lets get out of here!

BUFFY

And you were so anxious for me to come.

WILLOW

I'm serious, Buffy. We don't know what we're dealing with.

XANDER

My turn. Does anyone hear that?

BUFFY

As soon as we start dealing with it, I'll know what it is we're dealing with. Do you hear something?

XANDER

Like I said. Sounds like a hissing.

Buffy sets her basket down.

BUFFY

It's like a 'ssss' noise?

XANDER

I thought the word "hissing" kind of covered that nicely.

Buffy opens a nearby closet door and finds Chaz inside, rocking back and forth like a scared child.

CHAZ

I'm sorry. I didn't know. I'm sorry.

Oz crouches down in front of him.

OZ

Chaz?

CHAZ

I didn't know.

OZ

What's happening?

CHAZ

It ah...

BUFFY

(impatient)
What is it?

CHAZ

It's alive. It's alive.
CUT TO:

The plastic skeleton. CU: the knife in its hand. Pan up to reveal the bones are suddenly real. The lone eyeball turns in its socket and looks toward the gang.

CUT TO:

BUFFY

What's alive?

XANDER

He's in shock.

BUFFY

Chaz, what happened here?

Chaz looks up and screams as the skeleton charges Buffy from behind and stabs her in shoulder. Buffy slams the skull aside then kicks it in the ribcage. It collapses in a heap on the floor, once again nothing but plastic. Buffy stares at for a moment, then checks her shoulder.

BUFFY

I think the cape took most of it.

XANDER

Let me see.

OZ

Could need stitches. You should at least get a bandage or something.

A girl's scream rings out from somewhere in the house. Chaz cringes and scoots back into the closet, closing the door behind him.

OZ

Cowering in a closet is starting to seem like a reasonable plan.

Buffy looks back over her shoulder and sees only a blank wall. She picks up her basket of weapons.

BUFFY

What closet? I'm going to make my way upstairs and see if there are any people up there. You guys find a way out of the house and use it.

WILLOW

You're telling us to run away and leave you behind?

Buffy takes out a loaded crossbow.

BUFFY

We need help. We need the only person that can make sense of what's happening.
CUT TO:

INT. GILES' APARTMENT-- NIGHT

Giles sits on the couch in his sombrero with a bowl of candy, looking terribly bored. There is an insistent knock on the door and he gets up, excited to finally have a trick-or-treater.

GILES

Just a minute! Coming! (opens the door) Happy Hall--

Anya brushes brusquely past him.

ANYA

Xander is in trouble. We've got to do something, right now!

Giles stares at her in surprise.

GILES

Anya?

ANYA

Are you listening? Xander is trapped!

GILES

Where are Buffy and the others?

ANYA

They're trapped too but we've got to save Xander!

Giles takes off his sombrero and sits down.

GILES

Slow down. I need you to be more specific.

ANYA

We were supposed to meet at this house and I got there and there was no door where a door should be. And then I see this girl standing in a window and then-- poof!-- she's gone.

GILES

She vanished from the window?

ANYA

No, the window vanished from the house.

GILES

Hmm. Matter and reality distortion... like a summoning spell's temporal flux.

He takes a book from his collection.

ANYA

What?

GILES

Hmm? Oh, never mind. I just need to get some supplies together. I wouldn't worry about Xander. At least he's amongst friends.
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- FOYER-- NIGHT

Willow stares at Buffy, furious.

BUFFY

Will, I'm telling you--

WILLOW

You're telling me? You're telling me?

BUFFY

I can't do my job if I have to worry about each of your safety.

WILLOW

It's not your decision!

BUFFY

Got to disagree with you there.

WILLOW

Oh, of course you do.

XANDER

Let's all take a breath. Buffy, maybe--

WILLOW

Being the Slayer doesn't automatically make you boss. You're as lost as the rest of us.

OZ

What are we talking about?

WILLOW

It's a simple incantation, a guiding spell for travelers when they become lost or disoriented.

BUFFY

And how does it work?

WILLOW

It conjures an emissary from the Beyond that lights the way.

BUFFY

Conjuring. Will, let's be realistic here. Okay, your basic spells are usually only 50-50.

WILLOW

Oh yeah? Well, so is your face!

Willow storms off while Buffy stares after her in confusion.

BUFFY

What? What does that mean?

WILLOW

I'm not your sidekick!

Willow leaves the room and Oz runs after her. Buffy sighs in frustration.

XANDER

Well, that was a bunch of laughs.

Buffy doesn't acknowledge him and goes back to retrieve her basket.

XANDER

Look, Buffy, we are all tired and a little edgy. Maybe Willow is overreacting. I'm sure part of it is because of how you've been Pushing Away Girl lately, but now is not the time to let that stuff tear us apart. What I'm saying is, I'm right with ya. I'm right by your side. I'm...

Buffy picks up her crossbow, ignoring him completely, and turns to go. She suddenly stops and looks around in confusion.

BUFFY

Xander?

XANDER

Funny how you still haven't lost your sense of inappropriate humor.

Buffy looks right through him.

BUFFY

Xander, where did you go?

XANDER

Buffy, knock it off. Skit's over. I'm right here.

Buffy stomps off down the hall, seething.

BUFFY

This is so typical of him!

XANDER

Typical?

Buffy calls down the hall.

BUFFY

Xander?

Xander follows her after a beat.

XANDER

Buffy!
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- DOWNSTAIRS-- NIGHT

Xander walks into a dimly-lit room. Candles burn all around him and the walls are covered with cobwebs.

XANDER

Buff?
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- CORRIDOR-- NIGHT

Willow rounds on Oz, still furious over Buffy's attitude toward her.

WILLOW

She thinks I'm not ready to be a full blown witch! I can handle the Dark Forces as good as anyone else. It's not that hard. It's just a guiding spell and I'm careful and all.

Oz looks around the corridor.

OZ

This floor used to have windows.

Willow nods absently then points to a nearby stairwell and heads up. Oz reluctantly follows.

WILLOW

Look. We found the stairs. Buffy didn't find the stairs, no sir!

OZ

You guys aren't thinking clearly.

He suddenly feels light-headed and looks down at his hands. They are hairy and his fingernails look more like claws. Willow, with her back to him, has not noticed the change.

WILLOW

We just need to get up to the coat room and maybe we can--

OZ

Willow, something is happening...

Willow turns to him.

WILLOW

Something good? (realizes) Oh, no... not good.

OZ

I'm changing.

WILLOW

But you can't! There is no moon tonight.

OZ

I have to get away.

WILLOW

No, we need to find something to restrain you, like a rope or chains or something.

OZ

There is no time!

WILLOW

I can do the guiding spell. I know I can make it work!

OZ

Will, please...

Willow tries to grab him.

OZ

No!

Oz bats her hand away with a growl. Willow looks down at three red scratches across the back of her hand as Oz turns and runs off.

WILLOW

Oz! Oz, don't leave me!
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- DOWNSTAIRS-- NIGHT

Xander looks at his reflection in a mirror.

XANDER

There I am. I didn't go anywhere. Great. Now I just have to live with the fact that no one else can see me.

Xander looks past his reflection in the mirror and is stunned to see a decapitated human head with one eyeball dangling from its socket resting on a dresser behind him. The head begins to move and blood runs from the eye sockets. Xander spins around and stares in numb shock.

HEAD

I can see you.

That's it for Xander. He bolts from the room.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- BATHROOM-- NIGHT

Oz sits in the bathtub chanting to himself, trying to hold off his lycanthropic transformation.

OZ

You're not going to change. You're not going to change.
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- CORRIDOR-- NIGHT

Pan across a series of cobweb-covered gilt-framed pictures and settle behind Buffy, walking down the corridor. She hears a noise and spins around, crossbow at the ready, but there is nothing there.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- GAME ROOM-- NIGHT

Willow sits at a table, reciting the incantation that will cast the guiding spell.

WILLOW

Okay... Aradia, Goddess of the Lost, the path is murky, the woods are dense, darkness pervades, I beseech thee... bring the light.

She opens her eyes and smiles when she sees a tiny speck of light floating in front of her face.

WILLOW

Whoa! I did it! I did you. Hi! Right, you're waiting for instructions. Lead me to Oz.

The speck of light starts to float past her and Willow gets up to follow it.

WILLOW

Wait! I should try to find the people trapped upstairs first. But even if I get them we still need to find a way out of the house. Okay, here is what we should do...

She looks around and finds that the speck of light has divided and multiplied several times. There is now a small cloud of light motes dancing around her head.

WILLOW

Hey! What's going on?

The sparks start to circle her, gaining speed. She bats at them as they buzz around her like a cloud of mosquitoes

WILLOW

Stop! Stop it! Get off! Oz, hel--

Several of the sparks fly into her mouth and she starts coughing and choking, then runs off with the rest of the cloud in pursuit.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- CORRIDOR-- NIGHT

Buffy hears Willow's cry for help and breaks into a run, trying to follow Willow's voice.

BUFFY

Willow...

She comes to a locked door and kicks it open, charging over the threshold... but the floor has disappeared and she falls through space into the basement.

INT. UC SUNNYDALE-- FRAT HOUSE-- BASEMENT-- NIGHT

Buffy lies on the floor, dazed as the door swings slowly shut far above her head.

BUFFY

Basement... I must be in the basement.

A disembodied voice whispers out of the dark.

VOICE

All alone.

BUFFY

Who said that?

Edward lurches around the corner, his head tilted at an unnatural angle.

EDWARD

They all ran away from you. They always will. Open your heart to someone and... (smiles) But don't fret, little girl. You're not alone... anymore.

Buffy screams in terror as arms burst up through the floor, clawing at her, trying to pull her down with them into a pit of despair.

FADE OUT

ACT IV

EXT. UC SUNNYDALE-- FRAT HOUSE-- NIGHT

Giles and Anya stand on the front porch of the house. Giles runs a hand over the wall where the door used to be, holding an open book in his other hand. Anya bounces impatiently.

ANYA

Well?

GILES

We're going to have to create a door.

He closes the book and walks over to his bag.

ANYA

Create a door? You can do that?

Giles takes out a chainsaw and fires it up.

GILES

I can.
CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- BASEMENT-- NIGHT

Buffy fights desperately to keep from being dragged down by the legion of the dead.

EDWARD

No matter how hard you fight, you just end up in the same place.

Buffy crawls along the floor, kicking at the zombies clawing her.

EDWARD

I don't see why you bother.

Buffy reaches a small door set into the wall, pulls herself through and slams it shut behind her.

CUT TO:

INT. UC SUNNYDALE-- FRAT HOUSE-- COAT ROOM-- NIGHT

Buffy finds herself in the cloak room where the pentagram dominates the floor.

BUFFY

I'm upstairs. The coat room.

There are college kids in costumes cowering along the walls, whimpering in fear. Buffy approaches a boy huddled in the corner.

BUFFY

Oz?

Willow runs into the room, swatting the air around her head.

WILLOW

Get them off me! Get them off me! Get 'em off! Get 'em off!

Oz looks down at his hands-- which have returned to their normal human state-- then back at his lover. He takes Willow in his arms, holding her tight.

OZ

Willow... what's wrong?

WILLOW

Couldn't get them off...

Oz wraps her up in his arms, soothing her.

OZ

It's okay. It's okay. We're okay.

Buffy shakes her head.

BUFFY

We're not okay. We need to get out of here.

Xander sits nearby, rocking back and forth on the edge of a chair.

XANDER

I'd offer my opinion but you jerks aren't going to hear it anyway. Not that Didn't Go To College Boy has anything important to say. I might as well hang out with my new best friend, Bleeding Dummy Head, for all you dorks care.

BUFFY

(to Xander)
What is wrong with you?

Xander bolts to his feet.

XANDER

You heard that? You can see me? (Buffy nods) Good. Oh, god, good!

OZ

The house separated us. It wanted to scare us.

WILLOW

But we got away.

BUFFY

No. We were brought here. We all got so scared that we ended up here. Why?

Xander points at the pentagram on the floor.

XANDER

I saw them painting that. They were copying it out of...

He looks around and spots the open book on a nearby table.

XANDER

That!

Willow take the book from him and quickly looks through it.

WILLOW

I think it's Gælic.

BUFFY

Can you translate?

GACHNAR

Release me! Release me!

BUFFY

Will, give me something.

WILLOW

Okay... the icon's called the Mark of Gachnar. I think this is a summoning spell for something called...

XANDER

Gachnar?

WILLOW

Well, yes. Somehow the beginning of the spell must have been triggered. Gachnar is trying to manifest itself, to come into being.

BUFFY

How?

WILLOW

It feeds on fear.

BUFFY

Our fears are manifesting it. We're feeding it. We need to stop.

XANDER

If we're close our eyes and say it's a dream it'll stab us to death! These things are real.

GACHNAR

Release me!

BUFFY

Okay, so our fears are feeding it. If we get everyone out of here...

She trails off as the walls start knocking and shaking.

XANDER

Good plan. Lets go!

Xander heads toward the door but screams and recoils in shock when it bursts open to reveal Giles with buzzing chainsaw in hand. When he sees Xander, he shuts off the saw.

XANDER

Giles? Everyone, it's Giles! With a chainsaw.

Anya rushes in behind Giles and hugs Xander tight.

XANDER

Glad you could make it.

Giles takes a look at Willow's book.

GILES

The walls closed up behind us. (re: book) Gachnar, of course. Its presence infects the reality of the house but it's not managed to achieve full manifestation. We can not allow this to come into being.

BUFFY

But if it does I can fight it, right?

Giles shows her a picture in the book.

GILES

Buffy, this is Gachnar.

BUFFY

I don't want to fight that. So... we break the spell.

XANDER

What ever we do, let's do it fast.

Giles flips the pages.

GILES

I have it, I have it. (reads) 'The summoning spell for Gachnar can be shut down in one of two ways. Destroying the Mark of Gachnar...

Buffy puts her fist through the floorboards, ripping them up. She looks over at Giles with a proud smile.

GILES

...is not one of them and will, in fact, immediately bring forth the fear demon itself.

Buffy sheepishly looks away as the mark begins to glow. Willow points to the center of the pentagram.

WILLOW

Look!

The floor shakes and rumbles and they all stare in horror as GACHNAR appears.

CU on Gachnar: he's one ugly demon: formidable and fearsome and furious.

Gachnar looks up and we pull back to reveal that he barely six inches tall.

BUFFY

This is Gachnar?

XANDER

Big overture. Little show.

GACHNAR

I am the Dark Lord of Nightmares! The Bringer of Terror! Tremble before me. Fear me!

Buffy tries not to laugh but Willow can't help herself.

WILLOW

He's so cute!

GACHNAR

Tremble!

Xander bends down and calls to him like a puppy.

XANDER

Who's a little fear demon? Come on! Who's a little fear demon!

GILES

Don't taunt the fear demon.

XANDER

Why? Can he hurt me?

GILES

No, it's just tacky. Be that as it may, Buffy, when it comes to slaying...

BUFFY

Size doesn't matter?

GACHNAR

They're all going to abandon you, you know.

BUFFY

Yeah, yeah.

Buffy brings her foot down and squashes Gachnar into paste.

CUT TO:

INT. GILES' APARTMENT-- NIGHT

The gang enjoys Giles' Halloween candy.

OZ

Some quality treats here, Giles.

GILES

Please, finish them.

BUFFY

This is much better. There is no problem that can not be solved with chocolate.

WILLOW

I think I'm going to barf.

BUFFY

Except that.

Xander stares at Anya in her bunny costume while he munches candy.

ANYA

What?

XANDER

That's your scary costume?

ANYA

Bunnies frighten me.

GILES

Oh, bloody hell. The inscription!

BUFFY

What's the matter?

Giles shows her the book.

GILES

I should have translated the Gælic inscription under the illustration of Gachnar.

Buffy looks at it.

BUFFY

What's it say?

GILES

Actual size.

After a beat, Buffy shrugs and closes the book.

FADE TO BLACK
END