The Initiative

[Transcript of "Buffy The Vampire Slayer" episode The Initiative at buffyology.com.]

Prologue

INT. UC SUNNYDALE-- CAMPUS CAFETERIA-- DAY

RILEY sits at a table laboring over grading term papers while FORREST GATES sits across from him, checking out the co-eds and distracting him.

FORREST

Women. Young, nubile, exciting. Each one a mystery waiting to be unlocked. Think any of them are going to show? 'Cause the party will be lame if we lack for hotties. Professor? You with me?

RILEY

No. I'm with this large pile of ungraded papers, due at three o'clock.

FORREST

How are you going to learn anything if you keep doing schoolwork? Oh... check her out. Is she hot or is she hot?

Riley follows Forrest's gaze to BUFFY at the soda fountain. She's filling her cup but becomes distracted and it overflows.

RILEY

She's Buffy.

FORREST

Buffy? I like that. That girl's so hot, she's buffy.

RILEY

It's her name, Forrest.

FORREST

You've established first contact? Excellent. What do you think of her?

RILEY

I haven't really thought about what I think of her.

FORREST

A girl that cute in the face and you form no opinion?

RILEY

No-- I mean, she's all right, I guess. She's just kind of... I don't know... peculiar.
CUT TO:

Buffy at the frozen yogurt machine. She fills her bowl then pulls the handle to shut it off. It breaks off in her hand and yogurt starts oozing everywhere. She desperately tries to stop the flow.

CUT TO:

Forrest watches her clumsy display.

FORREST

Peculiar?

Forrest shakes his head at Buffy's antics then looks up as GRAHAM MILLER, a square-jawed muscle-head sits down with them.

FORREST

Hi. Hey, Graham, what do you think of the blonde chick? Mattressable, n'est pas? Riley's not down. Doesn't like her.

RILEY

I don't dislike her. She just... she never feels like she's really there when you talk to her. I like girls I can get a grip on.

FORREST

I bet you do.

RILEY

Not that way. Just a little less ready for takeoff all the time. There's definitely something off about her.

GRAHAM

Maybe she's Canadian.

Buffy finally gives up on the yogurt machine and makes her escape, leaving a terrific mess in her wake.

FORREST

Didn't she go out with Parker Abrams for about thirty seconds?

RILEY

Abrams? Yeah, there's a sign of good taste.

Buffy pays for her food at the register.

FORREST

Okay, but you've got to admit she's a major league hottie.

RILEY

Well, I'm not denying she's easy on the eyes. I'm just saying...

Buffy fumbles with her money and spills both drink and yogurt on the floor.

RILEY

Would you really want to go out with her?

FORREST

Hell, yes. I bet a lot of guys would like to get their hands on her.
CUT TO:

INT. THE INITIATIVE-- CONTAINMENT COMPLEX-- SPIKE'S CELL-- DAY

SPIKE lies on the floor of a spartan 8x10 cell. The walls are a blinding antiseptic white and there is no furniture of any kind in the cell with him. The front wall of the cell is inch-think transparent Lexan. Spike mumbles as he drifts toward consciousness.

SPIKE

Slayer... I'll kill you. Not so tough. I... kill Slayer.

He finally comes around and looks about in confusion. He sits up, then gets to his feet and walks up to the glass, peering out, down the corridor. He places his hands palms down on the glass and is instantaneously knocked backward by a massive jolt of electric current.

CUT TO:

INT. THE INITIATIVE-- CONTAINMENT COMPLEX-- CORRIDOR-- DAY

Pan down the corridor from Spike's cell to reveal an entire bank of similar cells, each containing a vampire, a demon or other supernatural creature. It's some kind of ultra-secure facility set up to contain and possibly study the creatures that the Slayer covertly battles with regularity.

Opening credit sequence.

ACT I

INT. GILES' APARTMENT-- LIVING ROOM-- DAY

GILES adds the finishing touches to a sketch of a camouflaged soldier while XANDER waits for the results.

GILES

Well, based on Buffy's description, I believe the men that we're after look something like... like this.

He holds up the drawing.

XANDER

The latest in fall fascism. I like it. A bit full in the hips for my taste but...

GILES

I think we can safely assume they're human so no research needed.

XANDER

No studying? Damn! Next thing they'll tell me is I'll have to eat jelly doughnuts or sleep with a supermodel to get things done around here. I ask you, how much can one man give?

GILES

Not too much, I'm afraid. Once again I'd say that you and I will not be needed to help Buffy.

XANDER

Really?

GILES

Really.

XANDER

Well, how about this? We whip out the Ouija board, light a few candles, summon some ancient, unstoppable evil. Mayhem, mayhem, mayhem! We show up and kick its ass.

Giles gives Xander a disapproving look as Buffy enters the apartment.

GILES

Wee bit unethical.

BUFFY

Hello, people. (re: sketch) Hey! It's my late night stormtrooper pal.

GILES

It's just for reference, you know, but fairly accurate you'd say?

BUFFY

That's your man.

GILES

Your man, actually. You are patrolling tonight?

BUFFY

Nope, I am going to a party tonight. Hopefully, a "no fighting, no biting" kind of deal.

GILES

Look, Buffy, somebody's got to find out who these people are.

BUFFY

Giles, I live in a dorm now. The girls in my hall want to party, Willow needs some cheering up. I'm going to take her.

XANDER

How's Will dealing--

BUFFY

With the black hole of despair she's been living in since Oz left? She's dealing. I'm helping. It's hard. Ergo, party. You two can take patrol. Now, if you'll excuse me, I need to go find something slutty to wear tonight.
CUT TO:

INT. THE INITIATIVE-- CONTAINMENT COMPLEX-- CELL-- DAY

Spike paces around the cell, furious but powerless to do anything about it. He almost slams his fists against the Lexan door to the cell but reigns himself in at the last moment, remembering the electric shock.

He stops and looks up when he hears a noise overhead. A small panel set into the ceiling slides aside and a packet of blood drops to the floor. Starving, he scoops it up and is about to rip it open and drink when a voice from the next cell stops him. It's TOM, the lone surviving vampire of Sunday's gang.

TOM

Don't drink it. It's drugged.

Spike regards the packet for a moment, then tosses it aside in disgust.

SPIKE

Uh-huh. And who are you, mate?

TOM

I'm a rat. I'm a lab rat, just like the others. They're going to kill us, you know.

SPIKE

And how are they going to do that?

TOM

They starve you. When you're ready to bite your own arm, they shoot out one of those packets. You drink and the next thing, you're gone. And that's when they do the experiments.

SPIKE

And "they" are? The government? Nazis? A major cosmetics company?

TOM

Who cares? All I know is one minute I'm running from the Slayer and the next thing, I'm here.

SPIKE

The Slayer! I knew it! I knew it!

TOM

Yeah, she took apart my crew and led me straight to these guys.

SPIKE

She set me up, too. I always worried what would happen when that bitch got some funding.

He slams his hands into the glass wall in frustration and jerks them back in pain.

SPIKE

She's wised up a bit. Fine! I'll take her apart. I don't care how brilliant she is.
CUT TO:

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

Professor MAGGIE WALSH lectures while Buffy fights a losing battle with her ballpoint pen. Her hands are covered in ink.

BUFFY

Stupid pen.

She looks down in alarm at her ink-splotched notebook.

BUFFY

My notes!

WILLOW

Ballpoints can be tricky.

WALSH

(to class)

I'll see you all tomorrow.

Buffy and WILLOW collect their things to leave and Willow makes a detour over to Riley.

WILLOW

Riley, I notice you left off a name today in roll call. Osbourne? Daniel Osbourne. Oz?

RILEY

He's not in this class anymore. I hear he dropped out.

WILLOW

(distressed)
Oh, well you heard way wrong then. I mean, he's not gone. He left temporarily to work out a few things. I know that sounds lame in its vagueness but I assure you Oz will be back.

WALSH

Not to my class, he won't. An educated guess: you know the rules, you know I hate exceptions and yet somehow you feel your exception is exceptional.

She crosses her arms and looks at Willow as if daring her to respond.

WILLOW

Oh, but--

WALSH

It is. To you. But since I'm neither a freshman nor a narcissist, I have to consider the whole class. If your friend can't respect my schedule, I think it's best he not come back.

Willow realizes she's fighting a lost cause and walks off. Buffy watches this exchange from the back of the room and confronts Walsh, her voice containing quiet fury.

BUFFY

You know, for someone who teaches human behavior, you might try showing some.

WALSH

It's not my job to coddle my students.

BUFFY

You're right. A human being in pain has nothing to do with your job.

Buffy walks off in disgust.

WALSH

(to Riley)
I like her.

RILEY

Really? You don't think she's a little peculiar?
CUT TO:

INT. HARRIS HOME-- BASEMENT-- DAY

Xander has a spread of military weaponry arrayed in front of him. He's having some trouble opening the chamber of a pistol. Giles looks at him dubiously.

XANDER

Here we go. Gear for tonight. If some commando squads are out there, fully loaded, these babies might give us the edge we'll need.

GILES

That's a very impressive array. Where did it all come from?

XANDER

Requisitioned it. Back when I was a military guy.

GILES

That was two years ago. You're still 100 percent?

XANDER

Are you kidding? I put the Semper in Semper Fi. I might not be able to assemble an M16 blindfolded like I used to or pass weapons drill for the Mobile Infantry...

Giles picks up the pistol and immediately accomplishes what Xander has been trying to do for the last ten minutes.

XANDER

(chagrined)
Might as well face it. Right now, I don't have the technical skills to join the Swiss Army. And all those guys ask you to do is uncork a couple of sassy cabernets.

GILES

Well, I'm sure you'll be ready when the time comes.

XANDER

Oh, fear not. Hand to hand? I'm still the man. Whoever these guys trained with, I'm sure they're not ready to deal with--

Xander's mom calls down from upstairs.

MOM

(o.s.)
Xander!

XANDER

(humiliated)
Yes, mom!

MOM

(o.s.)
I made up a nice fruit punch for you and your friend. Would you boys like some?

GILES

Is it raspberry fruit punch?
CUT TO:

INT. LOWELL HOUSE-- COMMON AREA-- DAY

Riley relates Buffy's confrontation with Walsh to Forrest while Forrest tosses a Frisbee with Graham.

RILEY

So she says, "You teach human behavior. Maybe you ought to show some."

FORREST

Oh, you're lying. She said that to Walsh?

RILEY

Hope to die.

FORREST

Doesn't lack for guts. You've got to give her that.

RILEY

Yeah, but she's nuts.

FORREST

Oh, come on. Like you never wanted to tell the professor off? Hey, Parker!

PARKER ABRAMS walks in the front door and meets up with the guys.

PARKER

Forrest. What's up, man?

FORREST

What's the scoop on Buffy Summers? Is she cool?

PARKER

Buffy? Yeah, she's all right, I guess. I mean, kind of whiny.

FORREST

How's that?

PARKER

Well, you know, clingy. I mean, we got a little physical-- well, fully physical-- and then she's all over me, you know? Like we're betrothed or something.

FORREST

No, but fun was had, yeah?

PARKER

(laughs)
Oh, yeah. The word is stamina. I mean, definitely a bunny in the sack but later on? Well, you know the difference between a freshman girl and a toilet seat? A toilet seat doesn't follow you around after you use it.

Without warning, Riley decks Parker, who crumples to the floor. The three guys beat a hasty exit, Forrest and Graham pulling Riley along between them.

CUT TO:

EXT. LOWELL HOUSE-- DAY

The three of them head down the sidewalk in front of the house.

RILEY

I can't believe that I did that.

FORREST

Welcome to the club. Do you have any idea how much trouble you could have gotten into? If Parker reported you--

GRAHAM

He won't. He's too embarrassed.

RILEY

I hit him.

FORREST

What the hell for?

RILEY

He was just being so crude.

FORREST

Please. You've heard me say much grosser things than that.

RILEY

And most of those are about your own mother.

Riley laughs and Forrest jokingly smacks him on the back of the head. Then Riley stops abruptly.

FORREST

What is it?

RILEY

I just didn't like hearing him... (beat; considers) talk about Buffy that way. I think I... well, I guess I like her.

FORREST

You're kind of like a moron.

RILEY

So you... you knew that I had feelings for her?

FORREST

Everybody knows, man. "Oh, she's peculiar"? Dead giveaway, buddy.

RILEY

I'm always the last to know.

FORREST

So, what you gonna do?

Riley heads off across campus.

RILEY

Well, I guess I'm going to go see a girl.
CUT TO:

INT. THE INITIATIVE-- CONTAINMENT COMPLEX-- CELL-- DAY

Spike lies on the floor of his cell, unconscious. Beside him is an empty packet of blood. Two lab techs approach the cell, swipe a keycard through an access device near the cell door and cautiously enter. They load him onto a gurney and start to strap him down. Suddenly Spike's eyes snap open and he seizes the technician by the throat.

SPIKE

Sorry, can't stay. Got to go see a girl.
FADE OUT

ACT II

INT. THE INITIATIVE-- CONTAINMENT COMPLEX-- CORRIDOR-- DAY 1

Resume. Spike leaps off the gurney as the second tech rushes him. Spike grabs him by the arm and flips him over the gurney, sending him crashing to the floor. The tech charges Spike and slams him into the Lexan wall of Tom's cell.

TOM

Let me out!

SPIKE

Bit busy right now.

TOM

Look, I know where the exit is. You spring me, you're free. You don't, you're dead.

The first tech recovers and readies a hypodermic sedative. Spike throws the second tech off of him and into the first, who accidentally injects his unfortunate colleague with the sedative meant for Spike. He immediately collapses onto the gurney and the second orderly looks up, stunned and terrified. Spike's fangs appear and he attacks, leaving the unfortunate tech in a crumpled heap on the floor.

Tom urges Spike onward, frantic to be free of his cage.

TOM

Hurry! Hurry!

Spike digs through the pockets of the first lab tech and finds his security access card. He swipes it through the lock on Tom's cell door and it clicks open. Tom runs out into the corridor and points toward the far end.

TOM

This way!

They both head down the hall at a brisk pace. By now claxons are blaring and the facility is in a full Stage One alert. A steel security door begins drop, sealing off the containment complex. Spike and Tom drop to the floor and slide beneath is with inches to spare. The door clangs shut behind them just as an elevator door opens and releases a group of armed security.

SPIKE

(to Tom)
New plan! We split up. You go that way.

He shoves the hapless vampire into the commandos and flees in the opposite direction.

CUT TO:

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

Willow lies on her bed in the dark, listening to angst-filled music. A knock at the door.

WILLOW

Come in.

Riley enters.

WILLOW

Oh, Riley. Hi.

RILEY

Hi. Gee, I hope I'm not interrupting anything really depressing.

WILLOW

What's up?

RILEY

(nervous)
Right to the point, okay. I was thinking of asking out Buffy.

WILLOW

She's not here.

RILEY

I know.

Willow notices Buffy's weapons bag open on the floor beside her bed.

RILEY

See, I don't know that much about Buffy. But I'm interested in what she likes and so far, well, the only thing that I know she likes is you.

WILLOW

What do you want me to do?

Willow scoots off the bed and nonchalantly moves closer to the bag. She tries to subtly nudge the bag under the bed with her foot while she's talking to Riley.

RILEY

Just tell me something. Anything. Just give me a clue to--

He notices what Willow's trying to do with the bag.

RILEY

Here, let me help you with that.

He pushes the bag under the bed without even glancing at it.

RILEY

Just something that will start us talking, you know? I'm thinking that "How 'bout them Broncos?" won't really cut it.

WILLOW

Okay, say that I help and you start a conversation. It goes great. You like Buffy, she likes you. You spend time together, feelings grow deeper and one day, without even realizing it, you find you're in love. Time stops and it feels like the whole world's made for you two and you two alone, until the day one of you leaves and rips the still-beating heart from the other, who's now a broken, hollow mockery of the human condition.

RILEY

(taken aback)
Yep, that's the plan.

WILLOW

I figured it was.

RILEY

Look, if you want to tell me to go to hell, that's okay. Maybe this is the last thing you want to talk about. I just feel that... well, I've never courted anyone like Buffy before. I don't think I've ever met anyone like Buffy before.

WILLOW

Why should I trust you?

RILEY

Just sort of hoping you'd think I have an honest face.

WILLOW

I've seen honest faces before. They usually come attached to liars.

He gets up to leave.

RILEY

All right. I guess I'm not going to win here. And I appreciate you wanting to protect your friend. I guess she kind of brings that out in people.

WILLOW

She likes cheese.

RILEY

What?

WILLOW

Well, I'm not saying it's the key to her heart, but Buffy... she likes cheese.

RILEY

That's a start.

WILLOW

She has a stuffed piggy named Mr. Gordo, loves Ice Capades without the irony and she's dragging me to this party tonight at Lowell House.

RILEY

Oh, you're going? That's my house. I live there.

WILLOW

Well, it'll give you a chance to interact... but don't get fresh.

RILEY

Fresh? I don't even know if we like each other yet. Hey, does she ever talk about me? Like, has she ever said--

WILLOW

Sorry.

RILEY

That's discouraging. Still, I feel like I have a fighting chance with my new accomplice.

WILLOW

I'm not your accomplice.

RILEY

No, no. Of course not.

WILLOW

I'm not.

RILEY

You're not.

WILLOW

We're clear.

RILEY

We're clear.
CUT TO:

INT. UNDERGROUND CAVERN-- HARMONY'S BEDROOM-- NIGHT

HARMONY listens to teeny-bop techno and hangs a girlish unicorn poster on the wall of the bedroom she used to share with Spike. She turns as Spike enters the room.

HARMONY

Spike? Spike, is that really you?

SPIKE

It's me, baby. Your man is--

Harmony slaps him across the face.

SPIKE

--back.

HARMONY

Bastard. You dumped me and staked me and hurt me and left me.

SPIKE

I know, sugar, but you're forgetting one other thing I did. (maudlin) I missed you.

HARMONY

Really? Oh! Just don't ever do that to me again.

She leaps into his arms with a huge hug.

SPIKE

Oh, never, my little foam latté. Your blondie bear is here to stay.

HARMONY

Well, where have you been? No, wait. Don't tell me. I'm just glad you're back. And this time, it's for good, right?

Spike strolls over to a wicked looking double-bladed ax. He hefts it and swings it back and forth before tossing it aside.

SPIKE

Oh, forever and ever, mon petite crème bruleé.

Now he picks up an exceptionally long and savage-looking dagger.

HARMONY

Oh, Italian.

SPIKE

Yeah and get used to it. Big Daddy's home. We're going to go wherever you want, do whatever you want, kill whoever you want... starting with the Slayer. And after that, it's all you and me, my little mentholated pack of smokes.

Harmony is irritated at the mention of Buffy. She walks over to Spike and puts her hands on his shoulders.

HARMONY

Spikey. Let's leave the Slayer alone. You know she'll only slap you around and I can do that.

Harmony playfully grabs a handful of his hair.

SPIKE

The head, love. Watch the head. Whoa, watch it!

She lets his hair go and jumps on top of him, driving him to the floor, giggling all the way.

CUT TO:

EXT. SUNNYDALE FOREST-- NIGHT

Giles and Xander hide in the woods, on the lookout for the forces of darkness.

XANDER

Every man faces this moment. Here. Now. Watching. Waiting for an unseen enemy that has no face, nerve endings screaming in silence, never knowing which thought might be your last.

GILES

Oh, shut up.
CUT TO:

INT. LOWELL HOUSE-- COMMON AREA-- NIGHT

Willow and Buffy walk into the party.

BUFFY

Looks cool.

WILLOW

Uh-huh.

BUFFY

Look, we could go.

WILLOW

No! No, we're here for fun.

BUFFY

Oh, look. Some of the guys are here already.

WILLOW

I'm going to grab a soda. I'll find you guys.

BUFFY

Okay.

Willow surreptitiously walks over to where Riley is standing. She leans against a column, facing away from him.

WILLOW

Okay, she's wearing the halter top with sensible shoes. That means mostly dancing, light contact, but don't push your luck. Heavy conversation's out of the question.

RILEY

So what do I do?

WILLOW

Ask her to dance.

RILEY

Right. Dance. Wait. No.

WILLOW

What's the matter?

RILEY

I can't dance.

WILLOW

Then talk. Keep eye contact. Funny is good but don't be glib. And remember, if you hurt her, I will beat you to death with a shovel. (off his look) A vague disclaimer is nobody's friend. Have fun.

She sends him on his way with a pat on the shoulder.

CUT TO:

Buffy stands in a circle of people. Riley makes his way through the crowd toward her.

RILEY

Excuse me. Hi.

BUFFY

Hi.

RILEY

Um... Buffy... (beat; at a loss) You do the reading on Chapter 9?

She looks at him skeptically.

BUFFY

Uh-huh.

RILEY

Wow. Some theories, huh?

He desperately holds up a cheese square on a toothpick.

RILEY

Cheese?
CUT TO:

EXT. SUNNYDALE FOREST-- NIGHT

Xander and Giles patrol individually. Xander enters a clearing and comes across a pile of clothes, books and other assorted odds and ends. As he watches, more stuff flies through the air and lands on the pile. Then Harmony walks out of the bushes and starts dousing the pile with gasoline.

XANDER

Harmony.

She looks up, smiles and approaches him.

HARMONY

Xander?

XANDER

That's close enough. (brandishes a stake) I'm warning you: I've been highly trained to put this through your heart. No mercy, no warning.

HARMONY

I can kill you where you stand.

XANDER

Bring it on, then.

Harmony slaps him across the face.

XANDER

Ow!

He kicks her in the shin.

HARMONY

Ow! You sissy kicker!

She slaps him in the arm and Xander retaliates in kind. Soon they are flailing at each other, slapping and kicking without landing a single blow. They finally end up tangled and pulling each others' hair.

XANDER

Get away! Aah! Cut it out!

HARMONY

Ow! I'm so going to bite you!

XANDER

Okay, stop, stop! We should stop, okay?

HARMONY

Okay, I will if you will.

XANDER

On the count of three...

HARMONY

Right, okay.

XANDER

One... two... three!

They both break apart at once and back away from each other slowly.

XANDER

Harmony, it's been great catching up. Really, I'm just going to pick up the tattered shreds of my dignity and go home... leaving you with your fire.

HARMONY

My fire? Yeah, right. Like I listen to the Sex Pistols. Eww. This crap belongs to Spike.

XANDER

Spike?

HARMONY

Can you believe him? He comes back with all these big promises-- not that I believed him, you know-- but he could have spent one night. But, no. Everything was "Slayer this" and "Slayer that". I mean, he probably already killed her. I'm not taking him back. I just... I just want to know why it is that men always...

She looks up to find Xander gone.

HARMONY

...leave.

Harmony sighs and walks off, tossing a lit match behind her and Spike's things go up in flames with a roar.

CUT TO:

INT. LOWELL HOUSE-- COMMON AREA-- NIGHT

Riley and Willow sit on a couch watching the party. Neither look very much like partying.

RILEY

I can't believe it. I choked.

WILLOW

You really, really did.

RILEY

You don't understand. I'm good at things. That's what I do. Work hard, apply myself, get it done.

WILLOW

Well, you failed extremely well.

RILEY

That's a great comfort to me.

Riley looks forlornly over at Buffy on the dance floor. She's writhing seductively against another guy.

WILLOW

You need to relax. I mean, you're not proposing. You're just making contact, getting a reaction. Any reaction is okay, except projectile vomiting. But what are the chances of that--

Willow breaks off as the DJ starts playing a song by Oz's band, Dingoes Ate My Baby. Her face clouds over with sadness.

RILEY

Are you okay?

WILLOW

This song...

RILEY

Oh, yeah, it's a tape of some bands from last year's party. Associations?

WILLOW

Big.

RILEY

Bad? (off her look; to DJ) A.J.!

The DJ looks over and Riley makes a cutting motion. A.J. changes the music, ignoring the murmur of protest from the crowd. Willow looks at him gratefully.

WILLOW

Thank you. Now go find Buffy.

RILEY

There's no hurry. I mean, if you want to talk.

WILLOW

No, I... I want you to find Buffy and tell her that I went home and not to worry about me. Which at least will give you something to say.

RILEY

Thanks.

WILLOW

You'll do fine.

She leaves and Riley heads over to Buffy. He walks up behind her and puts his hand on her shoulder. She turns to him and smiles.

BUFFY

Hey.

RILEY

Willow said to say that she took off. (off her look) Oh, no, she's okay. Kind of blue but she said not to worry.

BUFFY

Thank you.

RILEY

You know... I wanted to ask you something.

BUFFY

Ask away.

Before Riley can open his mouth, Xander runs in, breathless.

XANDER

Buffy! I've been looking all over for you. We need... need to talk... not here. It's sort of unfinished business.

BUFFY

Business? Right. (to Riley) Excuse us?

RILEY

No problem.

As Buffy and Xander walk off, Forrest approaches Riley.

FORREST

Denied.

RILEY

It's not like she blew me off. She just left with another guy, that's all.

FORREST

We need you downstairs, anyway. You know, I hate to say it, but they're probably on their way to make crazy naked sex.

RILEY

Is that necessary?

They head downstairs and into a side hallway where they stand in front of a mirror. Unnoticed by the rest of the crowd, a glowing green light scans them from head to foot.

FORREST

I'm protecting you, buddy. I don't want to see you mooning over some freshman for the next three months.

A computer voice emanates from recessed wall speakers.

COMPUTER

Retinal scan accepted.

The wall slides aside to reveal a hidden elevator filled with hi-tech controls. Graham joins them and they enter, the door sliding shut behind them.

CUT TO:

INT. THE INITIATIVE-- ACCESS ELEVATOR-- NIGHT

Riley turns to Graham.

RILEY

I like her.

GRAHAM

I'm on your side, here.

RILEY

I know you are, Graham. That's what gives me the strength to put up with this comedian.

FORREST

Dude, straight tip: I know girls.

RILEY

Exactly! Girls, plural. I'm talking about one girl.

Riley leans into a wall-mounted microphone and speaks into it.

RILEY

One girl.

COMPUTER

Initiative vocal code match complete. Special Agent Finn, Riley. Identity number 75329.

The elevator doors open with a silent hiss and the three of them step out into the Initiative.

CUT TO:

INT. THE INITIATIVE-- MAIN COMPLEX-- NIGHT

Wide shot of a massive underground facility. Easily 200 yards in diameter, the Initiative is alive with activity. Hundreds of scientists and soldiers hustle back and forth from one essential task to another. In the center of the complex is a sunken pit, about 25 feet deep, where various scientific experiments are underway.

Riley, Graham and Forrest exit the elevator and make their way through the bustling throng.

RILEY

The problem is, what kind of girl is going to go out with a guy who's acting all Joe Regular by day and then turns all demon- hunter by night?

GRAHAM

Maybe a peculiar one.

RILEY

Thank you, Graham. You see, Forrest? You don't have to be so negative all the time.

Riley spots Walsh standing amid a group of soldiers and technicians.

RILEY

Hold up. (to Walsh) Situation?

WALSH

Gentlemen, suit up. We have a Code Red. Hostile 17 has escaped.
FADE OUT

ACT III

INT. THE INITIATIVE-- MAIN COMPLEX-- NIGHT

Resume. Walsh briefs Riley and his squad on the circumstances surrounding Spike's escape while Graham, Forrest and Riley shrug into battle gear.

WALSH

Here's what we know and it isn't much: Hostile 17 broke restraints at exactly 2:47 P.M.

FORREST

That's a big head start.

WALSH

Gets bigger every time you interrupt me. It was bagged and tagged locally, so assume it knows the area. The creature has every advantage right now. Fail to recapture it and everything we've worked for-- the Initiative itself-- could end tonight.

RILEY

Nobody's failing on my watch.

WALSH

Glad to hear it. Gentlemen, Agent Finn is now in charge of this operation. I'm counting on you, Riley.

Walsh moves off and Riley turns to brief his squad on their strategy.

RILEY

We start with the basic mobilization pattern. Three teams, sweep and search, just like practice. Thorough but fast. C Team: take the campus perimeter. Make sure it can't leave. Stake it if you gotta but only as a last resort. B Team: you're going down. Tunnels, sewers, cemeteries. Gates and Miller are with me. We take the heart of campus and work our way out. All units, maintain radio contact early and often. Who's got questions? (no response) Move!

The soldiers turn as one and leave without a word, all business, no sign of the joking camaraderie evidenced earlier.

CUT TO:

INT. GILES' APARTMENT-- NIGHT

Buffy, Xander and Giles discuss the Spike situation. Buffy is furious.

BUFFY

What is wrong with him? Doesn't Spike get that this is my town?

GILES

He's resilient.

BUFFY

And it's my night off.

XANDER

I'm sure he'd pick another night if he knew you were busy with Teutonic Boy Toy.

BUFFY

What is that supposed to mean?

XANDER

Nothing.

BUFFY

Riley's a doof. He's not Teutonic.

GILES

We have to assume that Spike's main target is you, Buffy.

BUFFY

Fine. You know what? He's worn out his welcome. Tonight, I kill him.

GILES

You have a plan?

BUFFY

I am the plan. If Spike wants me, I go alone. (off Giles' look) No arguments. Lead him away from the popular places and give him what he wants.

Buffy gets up to leave and Xander stops her.

XANDER

Oh, wait, wait! Take this.

He hands her a flare gun.

BUFFY

A flare gun? Xander, if I find Spike, I'm staking him, not signaling ships at sea.

XANDER

You get into trouble...

BUFFY

Okay. I'll flare.

XANDER

And we'll come a-runnin'. (Buffy nods and leaves) Do you think Spike'll find her?

GILES

I'm sure of it.
CUT TO:

INT. UC SUNNYDALE-- ADMIN BUILDING-- REGISTRAR-- NIGHT

Spike breaks into the Registrar's office and sits at a computer terminal, accessing student records. He reaches Buffy's name and makes note of her Stevenson Hall address.

SPIKE

Hello, gorgeous.
CUT TO:

EXT. UC SUNNYDALE-- CAMPUS COMMONS-- NIGHT

Graham, Forrest and Riley emerge from a storage shed and walk to a clearing. They duck into the bushes and Graham raises a pair of binoculars. He finds Buffy sitting alone on a park bench looking frail and vulnerable.

RILEY

What've we got?

GRAHAM

Civilian, sir.

Graham hands the binoculars over and Riley curses softly when he sees Buffy.

RILEY

Ah, damn.

FORREST

She's compromising the area. At least she's not making crazy, naked sex.

RILEY

Told you. We gotta clear her out of there... fast.

FORREST

Maybe not. Just thinking. If you were Hostile 17, living off the crap we feed them, what would you rather eat than that?

RILEY

You want to use the girl I got a crush on as bait?

FORREST

I can tag a hostile at 50 yards.

RILEY

Denied.

FORREST

She'd be safe the entire--

RILEY

I said denied, agent.

FORREST

Did you just pull rank on me?

RILEY

Do you have a problem with that?

FORREST

(formal)
No, sir. So, how're we going to get her out of there?
CUT TO:

The clearing. Riley, back in civilian clothes, approaches Buffy. She looks up in surprise.

BUFFY

Riley! What are you doing here?

RILEY

Well, I didn't get a chance to say goodbye to you after the party. You left so fast. You know, with your friend... who's a boy.

BUFFY

Xander? He's not anyone that I... want to talk about right now. You know, I don't want you taking this the wrong way... it's just... I need a little alone time now... alone.

RILEY

Why?

BUFFY

I need space.

RILEY

We're outdoors.

BUFFY

Emotionally. (beat) I mean, emotionally--

RILEY

You know, there's plenty of space back in your room. Why don't I take you? You wouldn't believe the weirdos out at this hour.

He takes her by the arm and starts to lead her off. She pulls back, annoyed.

BUFFY

Whoa! Okay... it's a free campus. Who died and made you John Wayne?

RILEY

I'm just trying to help.

BUFFY

You think I need help? Believe me, I don't. You know, if you were a real gentleman, then you would just leave. You would go far, far away. Now! Shoo!

RILEY

Are you drunk?

BUFFY

Yes! Go and report me.

RILEY

I'm taking you home. Come on.

He takes her by the arm again.

BUFFY

Oh, did you ever think maybe I'm going to take you home, huh? What? You think that boys can take care of themselves and girls need help?

RILEY

Yeah.

BUFFY

That is so... Teutonic.

RILEY

Look, Buffy, as long as you're out here, I'm staying.

BUFFY

Well, as long as you're out here, I'm staying.

They hear a scream from across the quad.

RILEY

Gotta go.

BUFFY

See ya!

They both run off in opposite directions.

CUT TO:

The bushes. Riley is geared back up and with his team again. Graham holds up a hi-tech tracker.

RILEY

Tell me we're tracking.

GRAHAM

Honing a signal. Got it. Heading west. Better be the hostile.

FORREST

(into comset)
All units converge, all units converge. Hard target sighted. Heading 1-2 alpha-niner. Let's bag it before this gets ugly.
CUT TO:

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

Willow mopes around the room. She sits down on her bed and flips on her angst- music. There's a knock at the door.

WILLOW

Come in.

Spike saunters in with a big smile and Willow instantly bolts from her bed, terrified.

WILLOW

Spike! What do you want? A spell? I can do that.

She tries to duck past him but he easily stops her and slams her against the dresser.

SPIKE

I'll give you a choice. Now I'm going to kill you. No choice in that. But... I can let you stay dead... or bring you back, to be like me.

WILLOW

I'll scream.

SPIKE

Bonus.

Willow screams and Spike tosses her onto the bed, then turns the radio up to cover her cries.

WILLOW

No!

Spike straddles her, pinning her to the bed, and his fangs slide forward as he lowers his head to the soft flesh of her neck.

FADE OUT

ACT IV

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

Resume. Spike sits on the bed, dejected and confused while Willow cowers nearby.

SPIKE

I don't understand. This sort of thing's never happened to me before.

Despite herself, Willow can't fight her nature. She cautiously tries to comfort Spike.

WILLOW

Maybe you were nervous.

SPIKE

I felt all right when I started. Let's try again.

He leaps on her again but immediately recoils in pain, holding his head.

SPIKE

Ow! Oh! Ow! Damn it!

He gets up and kicks the dresser and paces around the room.

WILLOW

Maybe you're trying too hard. Doesn't this happen to every vampire?

SPIKE

Not to me, it doesn't!

WILLOW

It's me, isn't it?

SPIKE

What are you talking about?

WILLOW

Well, you came looking for Buffy, then settled. I... you didn't want to bite me. I just happened to be around.

SPIKE

Piffle!

WILLOW

I know I'm not the kind of girl vamps like to sink their teeth into. It's always like, "Oh, you're like a sister to me," or "Oh, you're such a good friend."

SPIKE

Don't be ridiculous. I'd bite you in a heartbeat.

WILLOW

Really?

Spike sits beside her on the bed again.

SPIKE

Thought about it.

WILLOW

When?

SPIKE

Remember last year? You had on that fuzzy pink number with the lilac underneath?

WILLOW

I never would have guessed. You played the blood-lust kinda cool.

SPIKE

I hate being obvious. All fangy and "rrrr!" Takes the mystery out.

WILLOW

But if you could...

SPIKE

If I could, yeah.

WILLOW

You know, this doesn't make you any less terrifying.

SPIKE

Don't patronize me.
CUT TO:

EXT. UC SUNNYDALE-- STEVENSON HALL-- NIGHT

Graham, Forrest and Riley lurk in the bushes, peering at a temperature sensor.

GRAHAM

I'm getting a picture... signature's locked.

RILEY

What've we got?

GRAHAM

Humans of the freshman variety... 98.6... 98.6... bingo! Got a cold one. Thermal output clocking in at exactly... room temperature. Vampire. Call in a standard triangle flanking maneuver.

RILEY

(on comset)
We're going in. I need a lockdown on Grid 6.
CUT TO:

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

Spike is at a loss to explain his impotence.

SPIKE

I'm only 126.

WILLOW

You're being too hard on yourself. Why don't we wait a half an hour and try again? Or...

She picks up a lamp and smashes it over his head, then tries to escape through the door into the hallway outside but finds it curiously locked.

CUT TO:

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

The dorm plunges into darkness as Riley, Graham and Forrest rush in, weapons at the ready, their NVGs obscure their faces and illuminating the hallway in front of

them in a sickly green light. They race up the stairs and when they reach the top, students caught in the corridor scramble out of their way in shock.

They come to a stop before Willow and Buffy's door. Without hesitation, they breach the dorm room door but before they can pile in, Willow races out, barreling into them and tumbling to the floor. Forrest aims his plasma rifle at Willow but Riley knocks the barrel out of the way.

RILEY

No, hold your fire!

Spike charges out of the room after Willow and slams Graham into the opposite wall.

Willow cowers near the open door to her room, terrified and with no idea what's happening around her.

Spike tries to savage Graham but reels back in pain, just as he did with Willow.

GRAHAM

It's on me!

RILEY

Move!

Spike struggles but is eventually contained.

FORREST

Bag it, tag it. We're gone. (re: Willow) Sir... civilian. Could have turned.

RILEY

Leave her.

FORREST

We can't neglect quarantine, sir!

Before Riley can respond, Spike breaks free and yanks a fire extinguisher off the wall. He slams a Graham in the chest with it and holds it before him as a shield as Forrest shoots at him and hits the extinguisher. The cylinder ruptures and the corridor rapidly fills with CO2 gas.

Willow tries to crawl back into her room.

FORREST

Stop her!

Graham seizes Willow by the arm and she turns to him, terror in her eyes.

GRAHAM

She's contained.

Suddenly Buffy appears out of the mist and when she sees Willow in danger, she becomes vengeance personified.

BUFFY

Contain this!

As Graham turns toward Buffy, she shoots off the flare gun and the hallway is bathed in an incendiary red light. The soldiers' NVGs are overloaded and they all cry out in pain as they are blinded by the glare. The commandos desperately tear off their goggles as the flare ricochets from one side of the hall to the other causing them all to drop to the floor to avoid it.

COMMANDOS

I'm blind! What the hell was that?

Buffy shoos Willow into the safety of their room and then turns to engage the soldiers.

[Neither Buffy nor Riley recognize each other. Riley is blinded by the flare and Buffy can't make out his face because of his mask and the dark, smoke-filled corridor.]

Riley slams Buffy into the wall and she bounces back, dazed.

Spike uses the distraction to take off down the corridor. At the far end, he dives through a window, shattering the glass and tumbling to the ground two floors below. Graham and Forrest try to catch him but are too late and can only stare in frustration as Spike runs off into the night.

Buffy and Riley fight furiously. Riley draws upon all his Special Forces training and fighting skills and still he's losing to Buffy. She lands one devastating blow after another and ends with flipping him through the air onto his back. He gets up and although his vision is hazy and indistinct, he knows that something is wrong here and makes a split second decision.

RILEY

(to squad)
Abort!

Riley and his soldiers retreat back down the hall and disappear into the night leaving Buffy alone and victorious.

CUT TO:

INT. THE INITIATIVE-- MAIN COMPLEX-- NIGHT

The commandos stand before Walsh in failure.

WALSH

I'm sure you'll understand if I seem far from happy.

RILEY

Yes, ma'am. If you read my report you'll see--

WALSH

Hostile 17's found an accomplice who's smart, aggressive and somehow escapes description.

FORREST

Whoever he was, the guy was big.

GRAHAM

Strong, too.

RILEY

Whoever... or whatever.

WALSH

I'm not interested in guesswork, gentlemen. Call me old- fashioned, I like results. This report reads like a child's riddle book. Agent Finn, tell me something good. My implant?

RILEY

The implant works. Hostile 17 can't harm any living creature in any way without intense neurological pain. We'll bag it.

WALSH

Yes, you will. Dismissed.
CUT TO:

EXT. UC SUNNYDALE-- MAIN QUAD-- DAY

Riley sees Buffy walking across the campus and heads toward her.

RILEY

Hey.

BUFFY

Hi.

RILEY

Listen, sorry about last night.

BUFFY

No, no... I was rude. I just felt like being alone. Sometimes it's nice to be out by yourself at night.

RILEY

I hear that. Gotta be careful, though. Lot of strange... people out there.

BUFFY

Oh, yeah.

RILEY

How's Willow doing?

BUFFY

Okay. Of course, that stupid fraternity prank on our dorm didn't help any.

RILEY

That's right. I forgot you guys live in Stevenson.

BUFFY

You knew that?

RILEY

Well, Willow and I were... I thought she might be able to help me on a project.

BUFFY

Really? That work out for you?

RILEY

Don't know yet.

BUFFY

Last night... at the party, you wanted to tell me something?

RILEY

Oh, yeah. Very important stuff. I don't remember any of it now but you would have been fascinated, possibly even moved. Did Willow tell you I like cheese?

Buffy smiles at him wryly.

BUFFY

You're a little peculiar.

RILEY

I can live with that.
FADE TO BLACK
END