Listening To Fear

[Transcript of "Buffy The Vampire Slayer" episode Listening To Fear at buffyology.com.]

Prologue

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

DAWN and BUFFY sit with JOYCE in her hospital room. Joyce has a bandage on her forehead, the result of her biopsy. Dawn eats her mother's Jell-O with her fingers.

JOYCE

Listen, you two, I know this creamed spinach is pretty delicious but I promise, I won't be offended if you go out for some real food.

BUFFY

You kidding me? This is the good life. Relaxing in bed while people bring you food on trays.

Dawn licks her fingers.

DAWN

I like the Jell-O.

JOYCE

(laughs)

Help yourself. There's something about food that moves by itself that gives me the heebie-jeebies.

DAWN

It's good and wiggly. This girl at school told me that gelatin is made from ground-up cow's feet and that if you eat Jell-O there's some cows out limping with no feet.

Joyce and Buffy grimace.

DAWN

But I told her I'm sure they kill 'em before they take off their feet. (off their looks) Right?

BUFFY

(to Joyce)
You're the one who insisted on teaching her to talk.

DR. KRIEGEL enters the room to check on Joyce.

JOYCE

Oh, hello, Dr. Kriegel. You know my girls, Buffy and Dawn.

DR. KRIEGEL

Yes, of course. You two are becoming part of the regular crew around here.

BUFFY

Just keeping her company.

DR. KRIEGEL

Good. Just be careful you don't wear her out.

JOYCE

Oh, don't worry about that. I woke up exhausted. There's really no more exhausted to get.

The doctor takes Joyce's chart and looks at it.

DR. KRIEGEL

Well, maybe some good news will help. The blood work's come back from the lab and everything seems fine. So we've scheduled your surgery for day after tomorrow at ten in the morning.

Buffy and Joyce sober up at this news.

DR. KRIEGEL

How's that sound to you?

JOYCE

Oh, well, I think they had me scheduled for volleyball but we can work around it.

DR. KRIEGEL

(laughs)
All right. Joyce, you take care. Make sure you get some good solid rest. And I mean that.

He leaves and Joyce turns to Buffy.

JOYCE

The day after tomorrow. I don't think I can stand to stay here another two days just waiting.

BUFFY

Waiting? Gimme a break. We got tons to do.

DAWN

We have soap operas to watch and trashy magazines to read.

BUFFY

And an adjustable bed to fiddle with. That alone will keep me busy for four hours or so.

JOYCE

Oh, I really don't need you to stay here, Buffy. I know you've got patrolling to do.

BUFFY

Not tonight. Tonight I have mom-taking-care-of to do. And besides, Riley's filling in for me with the others. I'm sure they have everything under control.
CUT TO:

EXT. SUNNYDALE CEMETERY-- NIGHT

GILES, XANDER and WILLOW are in the midst of a furious battle with two Amazon-type female vampires. The hulking demons are giving the three a good thrashing.

Giles has the dark-haired vampire in a choke-hold while Willow attacks with a stake. The creature shoves Willow away and twists out of Giles' grasp.

The blonde vampire throws Xander to the ground, then pulls him upright by the shirt as the brunette flips Giles over her shoulder.

Willow gets to her feet, holding a stake. She rushes at the brunette but the vampire lifts her into the air and throws her to the ground.

Xander charges the blonde from behind and she seizes him in a headlock and punches him in the face.

Giles reels to his feet, disoriented as the brunette vampire decks him in the face.

The brunette vampire throws Giles over her shoulder again and, as she straightens up, Willow sees her opening and stakes her in the back. The demon explodes into a cloud of ash as Willow and Giles turn their attention to the second vampire.

Xander staggers to his feet and the creature shoves him back against the crypt by the neck. Giles lunges forward, shoves the vampire out of the way and raises his stake as if to stab Xander.

XANDER

Human chest! Human chest!

GILES

Sorry!

The blonde vampire gets up, shoves Willow away as she approaches, and pins both Giles and Xander against the mausoleum wall. They stare at her in alarm as her fangs descend. But Willow is there with her stake and the vampire soon disintegrates with an agonized scream.

The guys catch their breath and Willow grins goofily.

GILES

My god, what a rough night.

WILLOW

I just did two of 'em! Yay on me!

Xander smiles for her as they limp their way out of the graveyard.

WILLOW

That was pretty cool. Except the part where I was all terrified and... and now my knees are all dizzy.

Giles stops and bends over to pick up his glasses.

XANDER

Not so much a big success night for me. But I think I should get points just for showing up. Unlike some Riley Finn who shall remain unnamed.

GILES

Yes, that was disappointing. Things would have been easier if he'd been here.

WILLOW

Oh, piffle! Who needs him when I'm dusting two at a ti--

She suddenly staggers and they catch her, each grabbing an arm.

WILLOW

Whoops. (nervous smile) Maybe it would've been good if... he'd shown up.

GILES

Perhaps he forgot.
CUT TO:

INT. ABANDONED WAREHOUSE-- NIGHT

The deserted building is littered with random pieces of furniture and debris. Pan across the dark room to where RILEY sits in an old armchair. Riley lies back, stone-faced, while a FEMALE VAMPIRE crouches next to him, greedily draining blood from his outstretched arm. She lifts her head and smiles at him for a moment, then returns to feeding, gripping Riley's arm in both hands. He stares off into the darkness.

Opening credit sequence.

ACT I

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

Joyce reads in bed while Buffy and Dawn play cards. Willow enters with a large colorful paper bag.

WILLOW

Care package! Special delivery for the Summers girls.

She puts the bag down on the bed next to Joyce as Dawn runs over, excited.

WILLOW

Now let's see what I have in this sack of mine. Oh, I feel just like Santa Claus, except thinner and younger and female and, well, Jewish.

She reaches into the bag and takes out a red plastic hat with tubes encircling it.

WILLOW

(to Dawn)

This is an extra-special gift for your mom that I know she'll need. A beer hat! See, it's got cup holders and a straw that goes directly into your mouth and you can fill it with other stuff than beer. (nervous babble) And somehow, when I was in the store, this seemed like the most important idea and now there's the whole part where I'm crazy.

JOYCE

It's perfect. Thank you, Willow. You're very sweet.

Willow hands the beer hat to Dawn.

WILLOW

Now, let's see, who's next? Dawn, I believe I have something in here for you...

Joyce puts her hand to her head and grimaces. Buffy looks concerned.

BUFFY

(sotto)
Headache?

JOYCE

Just a little one. (smiles) A biggish little one. (to Willow) I'm fine! Go on, what else is in that sack of goodies, Willow?

WILLOW

All right. Dawn, to keep you busy...

She takes out a book marked Spells and hands it to Dawn, who smiles in delight.

DAWN

Oh, spells! Thank you, Willow!

She hurries over to a nearby chair and sits down to read. Buffy folds her arms and looks at Willow in askance.

BUFFY

You got her a book on spells? The girl who can break things by just looking at them now has a book to teach her to break things by looking at them?

WILLOW

Oh, well, it doesn't actually have spells in it. Just history and anecdotes, stuff like that. (beat) Oh, Buffy... (reaches into bag) I have this for you.

She takes out a large textbook titled World History and hands it to Buffy.

BUFFY

Homework? (pouts) Oh. I don't believe in tiny Jewish Santa any more.

WILLOW

(smiles)
And a yo-yo.

She takes out a big yellow yo-yo and hands it to Buffy who smiles in delight.

BUFFY

Thank you.

WILLOW

The book is just in case you get a chance to look it over. We're doing World War I now. The last exam was really pretty easy, just underlying causes and trench foot so it should be no hassle to make it up.

BUFFY

(sighs)
I don't even know if I'm going to take that exam.

JOYCE

(scowls)
I'd rip it in half and stick it in bed with me!

The girls jump at Joyce's sudden outburst.

BUFFY

(tentative)
Mom?

Joyce looks around, confused.

JOYCE

You know, I think I'm going to take a little rest now.

She hands her cup to Buffy as Willow packs up her bag. Buffy puts the cup on a nearby table and Joyce lies back in bed, suddenly exhausted.

BUFFY

Okay. We'll be right outside if you need us.

Joyce smiles as they leave, then closes her eyes.

CUT TO:

INT. SUNNYDALE HOSPITAL-- CORRIDOR-- DAY

Buffy closes the door behind her.

DAWN

(to Willow)
What was she talking about? I mean, that was weird.

WILLOW

She's going to be fine.

BUFFY

(to Dawn)
It's okay. I'm sorry, the doctor spoke to me and I should have told you. The thing that's pressing on her brain... sometimes it might make her say weird things.

DAWN

Does she know she's saying them?

BUFFY

Not really. It's sort of like a flash, you know, but you saw her two seconds afterward. She was normal.

WILLOW

And after the operation, no more pressing. She'll be all normal all the time.

Buffy and Willow walk Dawn down the hall.

DAWN

(to Buffy)
Is that right?

BUFFY

Hey, Santa doesn't lie.

As they move down the hall, a confused man shuffles past them led by three women. It's the SECURITY GUARD from the warehouse where Buffy confronted Glory. He brushes against Buffy.

BUFFY

Oh, excuse me.

GUARD

Careful, the facts say a picnic is in order.

He notices Dawn and reacts strongly.

GUARD

What is that thing?

He points at Dawn and walks toward her, becoming agitated.

GUARD

There's no data. There's no pictures on this one there!

Dawn looks from the guard to Buffy, scared, as the guard's wife comes forward and takes him by the arm.

GUARD

What is the data? There's no one in there!

DAWN

(scared)

Buffy?

Buffy takes Dawn by the arm and turns her away.

BUFFY

Come on, honey. Don't worry about it.

Buffy and Willow look nervously over their shoulder as they hustle Dawn away.

The guard turns to his wife.

GUARD

I'm going home? (wife nods) Home? Home, home, home.

His wife escorts him away as Buffy comforts Dawn and calms her.

DAWN

What's wrong with him? Is it like Mom? A thing in his head?

BUFFY

I don't think so. I think it's different. Don't worry about it.

She brushes Dawn's hair back from her face as BEN approaches.

BEN

I guess I missed that. Was he bothering you?

BUFFY

Hey, Ben. This is my friend Willow.

They shake hands.

BEN

Hi.

WILLOW

Hi.

BUFFY

And yeah, the crazy man was a little... you know, crazy, but it's okay. Are they really going to send him home?

BEN

Don't get me started. The mental ward's booked beyond capacity-- literally nowhere to put them-- so the ones with families, they're letting them go home. Like his family's going to be able to take care of him. He has to have someone to watch him 24-7! (to Dawn) What was he saying to you?

DAWN

I--

BUFFY

Oh, he was just babbling.
CUT TO:

EXT. SUNNYDALE-- AERIAL-- NIGHT

The city lights glisten like diamonds in a sea of black.

CUT TO:

EXT. UC SUNNYDALE-- WOMEN'S DORM-- ROOF-- NIGHT

A sleeping bag is spread out on the roof. Willow and TARA lie side-by-side and look up at the stars.

WILLOW

You know what's weird?

TARA

Japanese commercials are weird.

WILLOW

Yes. And also, you know some of the stars we're looking at don't even exist any more? In the time that it takes for their light to reach us, they've died. Exploded. Poof.

TARA

Were... things rough at the hospital?

Willow frowns and shrugs.

WILLOW

You know, I used to love to look up at them when I was little. They're supposed to make you feel all insignificant but they made me feel like... like I was in space... part of the stars. (points) There's Canis Minor... and Cassiopeia.

TARA

And the Big Pineapple.

WILLOW

Hmm. You know, I'm not sure I remember that one.

TARA

Oh, it's a major one. (points) See those three bright stars right over there?

Willow puts her head on Tara's shoulder and looks along her arm.

WILLOW

Yeah.

TARA

And see those stars along there? That's the bottom of the pineapple.

WILLOW

It's big.

TARA

Hence the name. (beat) The real ones never made sense to me. I... sort of have my own.

WILLOW

Teach me.

Tara points again.

TARA

See those stars over there? "Short Man Looking Uncomfortable."

They both giggle.

TARA

"Moose Getting a Sponge Bath." Um... "Little Pile O'Crackers." (off Willow's frown) That was a bit of a stretch. You do it. What would you call... that one?

WILLOW

Hmm, let's see...

As Willow looks up at the starry sky, one of the stars suddenly enlarges and streaks toward the earth, trailing a golden rain of fire.

WILLOW

A huge flaming meteor about to crash into something!

They scramble to their feet as the object flies past them and impacts somewhere in the distance. A burst of light momentarily flashes behind trees.

CUT TO:

EXT. SUNNYDALE WOODS-- IMPACT SITE-- NIGHT

Bits of flaming rubble light the darkness as something digs its way out of the trench carved by the passage of the meteor.

In the distance, the security guard from the hospital walks alone, muttering to himself.

GUARD

I know what I said. I said I won't go away far. A person needs to respect a man.

POV: something low to the earth, moving swiftly toward him.

GUARD

And then it says... that... the facts says... he's got to go take a walk and get some fresh air and find some fresh spaces.

POV: the creature climbs a tree and looks down on the hapless man beneath.

GUARD

...and some fresh space! And needs to walk to get... to get where he's going.

Suddenly the thing drops down from the tree onto his back. It's about four feet long, has a wrinkly gray face and a mouth full of sharp teeth, cloven hooves and a carapace like a giant cockroach.

The guard screams in terror and falls to the ground.

FADE OUT

ACT II

EXT. SUNNYDALE HOSPITAL-- EMERGENCY ROOM-- NIGHT

Paramedics remove a gurney from an ambulance and wheel it into the emergency room.

As the patient is wheeled inside, the alien creature crawls along the ceiling above them, unnoticed.

CUT TO:

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

Joyce lies in her hospital bed, pushing the call button repeatedly.

JOYCE

(irritated)
This thing doesn't work! It isn't working!

BUFFY

I'm sure they heard you.

She takes the call button from Joyce and puts it aside. Dawn sits in the background, reading.

JOYCE

I bet it's not even hooked up to anything, just like the push buttons at the crosswalk that are supposed to make the signal change.

BUFFY

I'm sure someone's on-- what? The push buttons aren't hooked up to anything?

Dr. Kriegel enters.

JOYCE

Oh, tell him, Buffy. Tell him, okay?

BUFFY

Look, Dr. Kriegel, we want to go home.

DR. KRIEGEL

Well, of course. You can come back and visit your mother first thing in the morning.

BUFFY

No. We. I mean all of us. My mom, too.

Joyce looks anxiously at the doctor and nods.

DR. KRIEGEL

Oh. Well, I understand that but it's not necessarily the first thing I'd recommend.

JOYCE

I can't! I can't stay here waiting for two days for this operation, I just can't. It makes my head hurt to be here, can't you tell that?

DR. KRIEGEL

Joyce, there's no reason to get upset.

JOYCE

No reason to get upset? Oh, right, sorry, I must just think there is because of my brain tumor!

Dawn looks at Buffy, alarmed.

BUFFY

Here, Dawn, why don't you get something from the machine?

Buffy hands Dawn some money and she takes it and leaves, looking apprehensive.

JOYCE

(sotto; to Buffy)
I'm sorry I said that. I'm just tired.

BUFFY

I know. Listen, Doctor, I don't see why we can't take her home, you know, just until... I mean, wouldn't it be better for her to rest someplace where she felt safe and comfortable?

DR. KRIEGEL

Even if it would mean some work for you, taking care of her?

JOYCE

(sighs)
Oh, thank god.

BUFFY

I'll do it, anything.

DR. KRIEGEL

There are medications to administer. I'd have to go over those with you and I'd need for you to check her vitals, watch her pretty closely. I'm afraid you won't get a lot of sleep.

BUFFY

(shrugs)
I'm not much of a sleep person anyway.

JOYCE

(anxious)
Can we go now? Let's go now!

BUFFY

Oh, hold on! Let me get all the medications and all the instructions on how to do everything.

DR. KRIEGEL

She's right. Let's do this right. We don't want to forget anything.
CUT TO:

INT. SUNNYDALE HOSPITAL-- CORRIDOR-- NIGHT

POV: The creature looks down on Dawn reading her book.

CUT TO:

EXT. SUNNYDALE FOREST-- NIGHT

Willow, Tara Riley, Xander, ANYA and Giles make their way through the forest, hunting for the meteor's crash site.

RILEY

Everyone stay close. (to Xander) I'm glad you called me in on this.

XANDER

Glad you answered.

RILEY

Oh, yeah. I'm sorry about last time. Heard I missed out on some fun.

XANDER

Oh, yeah, fun was had. Also frolic, merriment and near-death hijinks.

Riley pushes past Willow and Tara.

RILEY

Look, there it is.

They approach a long swath cut deep in the ground. It's about four feet deep, ten feet wide and several hundred feet long. At its end there's a large chunk of what looks like rock, steaming and smoking. Riley jumps down into the trench as Giles pans his flashlight over the rock.

WILLOW

Wow. We have meteorite.

ANYA

Is it hot?

Riley extends his hands toward it.

ANYA

'Cause if there's radiation, you could like go all sterile.

Xander jumps backward but Riley ignores her and touches the rock carefully.

RILEY

No, it's not hot. It's warm. And broken. It's sort of--

GILES

Hollow.

RILEY

Yeah.

ANYA

So we're all thinking the same thing, right?

XANDER

Festive piņata? Delicious candy?

WILLOW

Something evil crashed to earth in this and then broke out and... slithered away to do badness.

GILES

In all fairness, we don't really know about the slithered part.

ANYA

Oh, no. I'm sure it frisked about like a fluffy lamb.

TARA

Let's look around. Maybe we can figure out where it went.

Riley climbs out of the trench and they move off into the woods. Willow rounds a stand of trees and finds the security guard's corpse on the ground.

WILLOW

It went here!

Riley kneels by the body and feels for a pulse.

RILEY

No pulse.

ANYA

Yep, the space lamb got him.

XANDER

I don't see any marks on him.

WILLOW

I know him! He was at the hospital, a mental patient. They released him today.

Riley takes out a pen and extends it toward the guard's mouth.

GILES

Riley, what are you doing?

RILEY

I'm not sure, there's something...

He sticks the pen in the guard's mouth and it comes out covered with a clear slimy substance. Everyone reacts simultaneously, covering their noses at the stench.

RILEY

Oh, that might be toxic, don't touch it.

XANDER

Oh, yeah, touching it was my first impulse. Luckily, I've moved on to my second, which involves dry-heaving and running like hell. Oh, man, does that smell.

ANYA

So what do we do now?

WILLOW

We can't call Buffy. (beat) I want to call Buffy!

TARA

You can't. She's got... life stuff. That has to come first.

WILLOW

So we'll just figure this out ourselves. We're experienced.

ANYA

Yes, 'cause it seems like we're always dealing with creatures from outer space. Except that we don't ever do that.

RILEY

This is definitely new territory.

GILES

Perhaps we should explore a bit more, head into the woods a bit.

They all look apprehensively at the dark and foreboding forest.

XANDER

Who votes research?

Everyone raises their hand and starts to walk away except Riley.

WILLOW

Research.

RILEY

Yeah, I think that's a good call. There could have been some other cases like this. I'm going to stay here, examine the body some more, look around a little bit.

XANDER

Yeah, don't do anything hunterly.

RILEY

No, no, I'm just not great at research, which I'm sure you guys figured out. I like me a good crime scene.

GILES

Give us a call if you need help.

RILEY

Believe me, something jumps out at me in the dark... you'll hear me even without the phone. Call me if you learn anything.

WILLOW

You got it.

The group starts to move off.

WILLOW

(to Giles)
I don't want to be the one who finds the bodies any more.

Riley watches them go, crouching next to the body. When they're gone, he stands up and takes out his cell phone.

RILEY

I need to speak to the man at the desk. This is Agent-- this is Riley Finn. You have an Agent Miller, Graham Miller, he'll tell you who... yes. Emergency frequency.
CUT TO:

INT. SUNNYDALE HOSPITAL-- PSYCHIATRIC WARD-- NIGHT

The ward contains five beds, each with a patient in it. A NURSE moves from bed to bed. One of the PATIENTS is muttering to himself.

PATIENT

Cold. Cold.

The nurse moves over to him. His arms are in restraints. She pulls the blankets up over him, then turns off the light on his nightstand and walks away.

PATIENT

Wait! You can't go! Don't you be that kind of barn owl. Please. Please, don't go! Please!

He begins to cry as the nurse turns out the overhead light and leaves the room.

PATIENT

Please! Please! Please don't--

He looks around the darkened room and whimpers in fear. Furtive scurrying noises. The patient twists around trying to look under the bed, panting.

PATIENT

I can't see you! I can't see you! I can't see you!

The tail of the alien creature moves behind the bed and it leaps on top of him with an inhuman squeal.

CUT TO:

INT. SUNNYDALE HOSPITAL-- CORRIDOR-- NIGHT

The nurse sits at her desk doing paperwork. She hears the patient scream and looks up, then goes back to her paperwork, all too used to the routine cries of the disturbed.

CUT TO:

INT. SUNNYDALE HOSPITAL-- PSYCHIATRIC WARD-- NIGHT

The creature rests atop the patient, its cloven hands on his chest. It spits clear slime out of its mouth all over his face.

CUT TO:

INT. SUNNYDALE HOSPITAL-- CORRIDOR-- NIGHT

Dr. Kriegel checks some paperwork as Joyce stands behind him, dressed and eager to leave.

DR. KRIEGEL

Well, I guess we're all set then.

Buffy and Dawn stand on either side of their mother. The doctor hands Buffy a piece of paper and three pill bottles.

DR. KRIEGEL

You've got my home phone number, pager number and here-- these are the medications I talked to you about-- the sedative and so forth, painkillers.

BUFFY

Right. No problem.

DR. KRIEGEL

Now if this is going to be too much for you, we can make your mom perfectly comfortable here.

BUFFY

No. No, I got this. We really, really appreciate--

JOYCE

(to Buffy)
You look just like your father when he cries.

POV: the doctor and the Summers women from the alien's perspective on the ceiling.

BUFFY

(to Kriegel)
I told you she's been--

DR. KRIEGEL

I know. Joyce? Joyce... we're all done here. Why don't you take your girls home now.

JOYCE

Yes. Yes, thank you. Thank you for all your help, doctor.

DR. KRIEGEL

I'll see you in a couple of days.

He walks off as Buffy, Dawn and Joyce link arms.

JOYCE

Oh, let's get the hell outta here.

POV: the alien watches them walk out the door.

CUT TO:

EXT. SUNNYDALE-- AERIAL-- NIGHT

An aerial view of Sunnydale at night.

CUT TO:

INT. SUMMERS HOME-- FOYER-- NIGHT

The door opens and Buffy enters, followed by Joyce and Dawn.

BUFFY

Here we go.

JOYCE

Oh, it's nice to be home.

Buffy closes the door behind them and turns on the lights. Joyce winces and puts her hand to her eyes.

DAWN

Do you want to go in to bed, Mom?

JOYCE

Buffy, no, that light is too bright. It's too bright.

Buffy quickly turns the lights off again as Dawn rubs Joyce's shoulders.

BUFFY

Oh, okay, okay!

JOYCE

It's too bright. Buffy, it hurts. It hurts my eyes.

BUFFY

It's off, it's off. You know what? (to Dawn) Why don't you turn off the lights in the living room, (to Joyce) and I will take you upstairs and we'll shut off all the lights up there. Okay? Come on.

Buffy leads Joyce upstairs as Dawn heads into the living room.

CUT TO:

EXT. SUMMERS HOME-- NIGHT

The downstairs lights go off, followed a moment later by the upstairs lights.

FADE OUT

ACT III

EXT. SUNNYDALE FOREST-- CRASH SITE-- NIGHT

An aerial view of a pond surrounded by trees, the alien landing site stretches across the landscape beside the pond with Riley standing nearby. A jet black helicopter swings into frame and descends toward the site. The chopper's searchlight illuminates Riley and the meteorite as it lands. Several commandos in black tactical gear and black berets emerge and run to Riley. MAJOR ELLIS, the team leader, extends his hand and Riley shakes it. Behind him, GRAHAM MILLER nods to Riley in greeting.

MAJOR ELLIS

You Finn?

RILEY

Yeah.

MAJOR ELLIS

Major Ellis. I'm in charge of this op. What's the situation? Just the one civilian casualty?

RILEY

That I know of. This way.

Riley leads them toward the security guard's body.

GRAHAM

You found a stiff in the woods and called us in? Don't you usually call your girlfriend for this kind of thing?

He grins as Riley shoots him a sour look. Ellis kneels beside the guard's corpse.

RILEY

I wouldn't touch that stuff in his mouth if I were you.

MAJOR ELLIS

Toxic?

RILEY

No, just messy. (Ellis stands) Guy seemed to have simply choked on the stuff.

He tosses Ellis a small sample vial.

RILEY

Near as I can tell, it's some kind of protein alkaloid.

Ellis holds up the vial and looks at the contents in the light. Riley gestures and the others follow him toward the meteorite.

MAJOR ELLIS

Does this fit the profile of any sub-t you're familiar with?

RILEY

Not subterrestrial, Major. Extraterrestrial. (re: meteorite) It came out of that.

MAJOR ELLIS

Miller, set the trackers for a protein signature.

GRAHAM

Yes, sir.

RILEY

No good, Major. This alkaloid's breaking down at an accelerated rate. It's dissolving too fast to track.

MAJOR ELLIS

You got a better idea?

RILEY

Thing came from space. Gotta be some trace radiation.

MAJOR ELLIS

We have Geiger counters in the packs.

RILEY

Shouldn't be too much background gamma noise out here.

MAJOR ELLIS

(to Graham)
Break 'em out.

Graham nods and moves off.

CUT TO:

EXT. SUMMERS HOME-- NIGHT

Establishing.

CUT TO:

INT. SUMMERS HOME-- LIVING ROOM-- NIGHT

Buffy and Dawn are on the living room sofa, watching TV. Dawn rests her head on Buffy's shoulder. Canned laughter emanates from the television.

POV: the alien moves along the ceiling, through the foyer and toward the living room. It sees the girls, then turns, as Joyce comes down the stairs in her nightgown and robe. She walks into the kitchen.

Buffy and Dawn look up from the TV at the sound of dishes clinking together in the kitchen. Buffy picks up the remote control and turns off the TV.

DAWN

Mom?

More crashing noises and Buffy and Dawn get up.

CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Joyce bends over, looking in the refrigerator as Buffy and Dawn enter.

BUFFY

Oh, my--

Dawn goes to Joyce as Buffy rushes to the stove and turns it off, moving a pan off the burner and coughing at the burning smoke. Joyce straightens up and shoots Buffy an annoyed look.

BUFFY

Mom, what are you doing?

JOYCE

(angry)
I'm making breakfast.

She closes the fridge and looks Buffy up and down.

JOYCE

And you shouldn't eat any more. You're disgustingly fat.

Buffy recoils, hurt and Joyce looks around, confused.

JOYCE

Oh, Buffy, I don't know what I'm doing.

BUFFY

You just need some rest. We'll put you back to bed.

She and Dawn lead Joyce out. As they walk past the basement door, we see that it's slightly ajar and light emanates from below. Flickering shadows belie someone or something moving around downstairs.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Buffy closes a pill bottle as Joyce swallows some water.

BUFFY

Okay, here we go. (takes glass from Joyce) That will help you sleep. Come on, let's get you all tucked into bed.

Buffy and Dawn stand on opposite sites of the bed and pull the covers over Joyce as she lies down.

Dawn leans over to caress Joyce's forehead and Joyce gasps and sits up, staring at Dawn.

JOYCE

Don't touch me! You... you thing!

Dawn jerks back, horrified.

DAWN

Mom, please!

JOYCE

Get away from me! You're nothing... you're a shadow!

BUFFY

Mom--

JOYCE

(to Dawn)
I don't know what you are or how you got here!

BUFFY

Mom, it's Dawn.

Dawn runs out of the room, crying.

JOYCE

Dawn? Honey, what's wrong?

Dawn slams the door behind her and Buffy turns to Joyce.

BUFFY

She's... just tired. We all are.

She coaxes Joyce to lie down.

BUFFY

Come on, go to sleep. I'll check in on you in a little bit.
CUT TO:

INT. SUMMERS HOME-- DAWN'S ROOM-- NIGHT

Buffy enters Dawn's room to find her sister sitting on her bed, sobbing. Buffy kneels beside her.

DAWN

She hates me.

BUFFY

No.

DAWN

She called me a thing.

BUFFY

She loves you. Okay? She's not herself. I told you what the doctor said about the tumor.

DAWN

No, not just Mom. People. They keep saying weird stuff about me.

BUFFY

Are you talking about the man in the hospital?

DAWN

He called me a thing, too. And there was another one. A weird guy outside the magick shop. He said I didn't belong. He said I wasn't real. Why does everybody keep doing that? What's wrong with me?

BUFFY

Nothing. It's not you. I think there's something that happens in people's brains when there's something wrong. It's like a short- circuit... and it makes them feel like nothing's real except for them. That's all it is.

Dawn looks unconvinced.

BUFFY

Look, it is not you, okay? And if anyone says anything like that to you again, don't listen. Even if it's Mom.

DAWN

(sotto)
I hate it.

BUFFY

I know. Just don't listen.
CUT TO:

INT. UC SUNNYDALE-- MAIN LIBRARY-- NIGHT

Xander stares at a small model of the solar system hanging above his head. Behind him, Giles and Willow sit at a reading table covered with books.

XANDER

Look at how teeny Mercury is compared to like Saturn. Whereas in contrast, the cars of the same name--

GILES

Xander, please, we have work to do here.

XANDER

I still don't get why we had to come here to get info about a killer snot monster.

GILES

Because it's a killer snot monster from outer space. (beat) I did not say that.

Willow types on her laptop.

GILES

Demons enter our world in all sorts of ways. This one came from above.

XANDER

And the university library's astronomy section is the home of aboveness. Got it. Hey, take in the study material too.

He holds up a book titled Meteors and You! as Anya and Tara sit down.

TARA

We've been scouring all the international periodicals for any other meteorite landings in the last week.

ANYA

Big zippo.

GILES

Well, then it would appear that the world is not being invaded.

TARA

I'm pretty pleased about that.

WILLOW

Uh, guys? I've got some stuff. The most recent meteoric anomaly was the Tunguska blast in Russia in 1917. Some witnesses claimed the meteor was hollow.

XANDER

Hmm... maybe with a chewy demon center like ours.

GILES

How far back does this list of anomalies go?

WILLOW

Pretty far. Back to the Queller impact in the 12th Century.

TARA

The what?

WILLOW

Queller. I don't know why they call it that. It didn't hit a place called Queller or anything. It landed just outside of Reykjavik in Iceland.

XANDER

Wait, I just saw... (flipping pages) Queller. Quell... here, here! (reads) "Primitive people used to believe that the moon was a cause of insanity. Sometimes they would pray to the moon to send a special meteor to fix the problem the moon had caused. These meteors were expected to quell the madmen.

TARA

The man in the woods. He was a mental patient.

XANDER

And he got pretty well... quelled.

WILLOW

Okay, I'm looking in history right now. It says in the Middle Ages there were these sweeping plagues of madness. People were losing their marbles everywhere. But then it would suddenly subside. And these dates look pretty close. Like maybe it happened after each one of the meteor events.

GILES

So something emerged from the meteors... and quelled the madmen.

XANDER

Meteor go boom, crazy guy goes bye-bye.

TARA

Xander's little book made it sound like this Queller thing had to be summoned. So... who summoned it?

XANDER

Who else? My money's on Glory, our resident beastie summoner.

WILLOW

We should call Buffy. Except we can't call Buffy. (to Giles) Can we?

GILES

No, but we better call Riley.
INTERCUT WITH:

INT. SUNNYDALE HOSPITAL-- PSYCHIATRIC WARD-- NIGHT

Riley talks with Willow on his cell phone from the Sunnydale Psychiatric ward. Members of the commando team move around in the b.g. behind him.

RILEY

Queller demon?

WILLOW

Yeah, that's our perp. It's sort of a scavenger that can be summoned to kill--

RILEY

Crazy people.

WILLOW

Yeah, how'd you know?

RILEY

'Cause I've got five corpses here at the mental ward at Sunnydale Memorial.

WILLOW

You're at the hospital? Oh, listen, Riley, I saw Buffy's mom earlier and she was acting kinda... wacky. Insane wacky, if you know what I mean?

RILEY

It's okay. Joyce was released earlier today. That intern, Ben, told me. They're safe at home.

WILLOW

Oh, good. And the thing-- the Queller-- is it still there?

RILEY

I think I've got it cornered in the air ducts.

Ellis comes up and taps Riley on the shoulder, then nods to him. Riley nods back.

RILEY

Look, Willow, keep at what you're doing. Call me if you find out how I can kill this thing.

WILLOW

Well, okay, but shouldn't we come help-- (dial tone) O-kay.

She hangs up and heads back to the others.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Joyce lies in bed, carrying on an angry conversation with people who exist only in her mind.

JOYCE

I wish that someone had bothered to tell me that there would be tennis being played! I just didn't know. Those eyes... those eyes, they're like gasoline puddles! Tell me. Tell me because I need to know why. Why are you staring at me like that?
CUT TO:

INT. SUMMERS HOME-- DAWN'S ROOM-- NIGHT

Dawn lies in bed listening to her mother rave. She hugs a stuffed animal and tries to block it out.

JOYCE

(o.s.)
What are you asking me? You are asking me, aren't you? Is this a test? And if this counts for the final grade, I need to know now! Okay, there are teachers and they put this on the syllabus but they do not stare down at you, they do not cling, they do not look down on you.

Dawn grabs her pillow and pulls it over her ears, trying to block out her mother's voice.

JOYCE

(crying)

You know there are people who are nice and they give you presents, even when you are bad.

CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Cheerful Spanish music comes from the radio. Buffy turns up the volume and begins washing dishes. She bites her lip as she works, trying not to cry but, after a moment, she begins to sob. She wipes her nose with the back of her hand, tries to compose herself, then breaks down in tears.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

JOYCE

Does someone know you're here? Because they should have told you that at the gate. You are not supposed to be here. I need to rest now. I don't like the way you're staring at me! Did they tell you that at the gate?

Reveal that Joyce isn't hallucinating this time: the Queller demon hangs from the ceiling above her.

JOYCE

(firm)
Stop staring at me. I don't like it!

The Queller opens it's toothy mouth and looses an inhuman squeal.

FADE OUT

ACT IV

EXT. SUNNYDALE HOSPITAL-- EMERGENCY ROOM-- NIGHT

Graham exits the emergency room, holding a Geiger counter. He takes a few steps staring at it, then stops as Ellis, Riley and the other commandos emerge behind him.

GRAHAM

Trail stops here, edge of the parking lot.

MAJOR ELLIS

It stops?

Graham nods.

RILEY

A car. It hitched a ride. Probably underneath. So much for containment.

MAJOR ELLIS

So some poor mental patient checks out of here today, drives away with this thing, took it right to his own home.

The light dawns for Riley.

RILEY

Checked out today.

MAJOR ELLIS

(to commando)
Get me a list of all patients discharged in the last twenty-four hours.

RILEY

No. I know where it's going. We've gotta move, now!
CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Joyce is still in her bed, staring up at the alien.

JOYCE

I'm going to close my eyes and when I open them, you are going to go away.

The Queller squeals and drops down on top of Joyce.

CUT TO:

INT. SUMMERS HOME-- DAWN'S ROOM-- NIGHT

Dawn hears Joyce scream and bolts up.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Joyce struggles against the Queller.

JOYCE

Get off me!

The creature spits its slime onto her face. Joyce shakes her head violently, trying to dislodge it.

Dawn opens the door, sees the demon on top of Joyce and gasps. The Queller looks at Dawn as she grabs a coat rack from her bedroom and shakes the clothing off of it. Dawn attacks the demon with it, shoving it off the other side of the bed.

The slime has hardened on Joyce's face and she pulls it away, gasping and panting. Dawn looks around, terrified.

The Queller rises from behind the bed and launches itself at Dawn, squeaking like a massive cockroach. She screams and runs back into her room.

CUT TO:

INT. SUMMERS HOME-- DAWN'S ROOM-- NIGHT

The Queller chases her, crawling along the floor.

CUT TO:

INT. SUMMERS HOME-- CORRIDOR-- NIGHT

Dawn runs through her room and out into the hall as the Queller enters the hall from Joyce's room. Dawn runs into the bathroom and slams the door.

DAWN

Buffy!!
CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Buffy is still crying in the kitchen. The radio and the running water from the sink are loud and she doesn't hear Dawn yelling. She pulls her hair back from her face and sniffs back her tears.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Dawn runs through Buffy's room and into Joyce's room. Joyce sits up on the bed, clawing at her face and gasping. Dawn grabs an exercise bike and pushes it in front of the door, then secures the other door to the room as well.

CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Buffy splashes water on her face, then dries it with a towel.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Dawn opens the door leading into the hall and yells as loud as she can.

DAWN

Buffy!!!
CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

This time Buffy hears the scream and spins around, dropping the towel.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Dawn slams the door shut again.

CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Buffy races out of the kitchen, down the hall and up the stairs.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Buffy opens the door to Joyce's room and finds Dawn and Joyce huddled on the bed, still wiping the slime off of her face.

BUFFY

What? What is it?

DAWN

There's something out there, Buffy. It's after Mom!

BUFFY

You guys stay in here. Don't leave this room.

Buffy ducks warily back out into the hall.

CUT TO:

INT. SUMMERS HOME-- UPSTAIRS HALL-- NIGHT

As Buffy closes the door, the Queller drops from the ceiling and lands on her face. She claws at it and they struggle, slamming against a wall and then tumbling down the stairs. The Queller squeaks and crawls away. Buffy rubs her neck and looks around in confusion.

CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Joyce and Dawn sit on the bed in the dark bedroom, hugging each other tight.

JOYCE

It's okay, my baby. It's okay.

Dawn stares apprehensively at the door over her mom's shoulder.

CUT TO:

INT. SUMMERS HOME-- KITCHEN-- NIGHT

Buffy walks slowly through the dark house, looking for the demon. She takes the largest butcher knife from the rack and holds it at the ready.

As she nears the door to the basement, it suddenly bursts open. She jumps back in alarm and raises the knife as SPIKE emerges. Buffy sighs in exasperation as Spike closes the basement door.

BUFFY

Spike?

SPIKE

Yeah. Listen, did you hear a noise?

BUFFY

What the hell are you doing in my house?

SPIKE

Right then, caught me. Your basement's full of junk. And me being in need of junk...

BUFFY

(amazed)
You were stealing?

SPIKE

Well, yeah. Can't exactly work the counter at Burger Barn, can I?

He tries to surreptitiously slip some photos into his pocket but Buffy spots it.

BUFFY

Wait, are those pictures of me?

Before Spike can answer, the Queller attacks, jumping onto Spike's face and knocking him to the ground. He cries out as he lands on the floor with the Queller on top of him, choking him. As they struggle, Buffy grimaces and raises her knife, looking for an opening.

Spike's flailing foot kicks Buffy's hand and the knife flies away. Buffy winces in pain.

The Queller turns from Spike and charges Buffy with an squawk. They slam against the wall and fall to the floor with the Queller on top. Buffy punches it and throws it off her, then scrambles backward into the hallway toward the front door.

INT. SUMMERS HOME-- FOYER-- NIGHT

Spike picks up the knife and whirls around.

SPIKE

Buffy!

He throws the knife to her and she catches it just as the Queller knocks her down again and climbs on top of her. She stabs the knife into its back repeatedly until it stops screaming and falls still.

Buffy gasps and makes a pained face, rolling the bug demon off of her, then lying back with a sigh.

Spike holds out his hand. Buffy takes it and he pulls her to her feet just as the door bursts open and Riley rushes in, followed by the commando team. Spike and Buffy turn as more commandos pour through the back door.

Riley looks at Spike and Buffy apparently holding hands. Spike shoots him a sour look.

RILEY

(to Buffy)
Are you okay?

Buffy frowns at him, then runs up the stairs.

SPIKE

(to Riley)
You just missed a real nice time.
CUT TO:

INT. SUMMERS HOME-- JOYCE'S ROOM-- NIGHT

Buffy runs into Joyce's bedroom.

BUFFY

It's gone. I killed it.

JOYCE

(relieved)
Oh, god.

DAWN

It's gone? You promise?

BUFFY

I promise

Both Dawn and Joyce hug her, putting their heads on her shoulders. Joyce puts her arms around her daughters, comforting them.

JOYCE

Everything's all right. Everything's all right.
CUT TO:

EXT. SUNNYDALE HOSPITAL-- NIGHT

Ben exits the hospital, goes to his car, unlocks it and gets in, looking around nervously. As he closes the door, DREG sits up in the back seat. Ben looks into the rearview mirror, startled.

DREG

It's strange. A body might ask what exactly it is you think you're doing. He might ask what all this was meant to accomplish. Because to a humble postulant, it looks like chaos. Like unnecessary attention drawn where it ought not to be.

BEN

(angry)
Get out!

DREG

Sir.

Dreg gets out and stands by the driver's-side window.

DREG

Sir, forgive me. I just want to understand. Why summon the Queller?

BEN

Why do you think? Because I'm cleaning up Glory's mess. Just like I've done my whole damn life.

He starts the car and drives off as Dreg watches, pondering.

CUT TO:

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

A nurse adjusts Joyce's IV as Buffy sits on the bed beside her, holding her hand. Joyce winces as the needle enters her arm. The nurse finishes and leaves and Buffy sighs.

JOYCE

Buffy... I'm going to ask you something and if I'm being crazy you just tell me, okay?

BUFFY

(nods)
You got it.

JOYCE

The other day... well, actually, I'm not sure when-- the days seem to all bleed together...

BUFFY

It's not important.

JOYCE

No, I guess it isn't. I do know I was pretty out of it and I had... not a dream, exactly, more like I had this knowledge. It just came to me like... truth, you know? Even though it didn't seem possible, even though I shouldn't even think such things.

BUFFY

What?

JOYCE

That Dawn... she's not mine, is she?

Buffy stares at her mom in shock, then looks down. She comes to a decision and looks Joyce in the eye.

BUFFY

No.

Joyce absorbs this for a moment.

JOYCE

She does belong to us, though.

BUFFY

Yes, she does.

JOYCE

And she's important. To the world. Precious. (Buffy nods) As precious as you are to me.

Buffy smiles and nods again.

JOYCE

Then we have to take care of her. Buffy, promise me. If anything happens, if I don't come through this--

BUFFY

Mom...

JOYCE

No, listen to me. No matter what she is, she still feels like my daughter. I have to know that you'll take care of her, that you'll keep her safe. That you'll love her like I love you.

Tears well in Buffy's eyes.

BUFFY

I promise.

JOYCE

Good. Good.

They embrace tightly, neither wanting to let go of the other.

JOYCE

Oh, my sweet, brave Buffy. What would I do without you?

Buffy clings to her mother, thinking the same of her.

CUT TO:

INT. SUNNYDALE HOSPITAL-- CORRIDOR-- NIGHT

Joyce lies on a gurney as she's wheeled toward surgery. She smiles at Buffy and Dawn as she goes. Buffy and Dawn stand with their arms around each other, watching their mother disappear around the corner. Behind them, Riley, Xander, Anya, Giles, Tara and Willow stand vigil with them.

FADE TO BLACK
END