Lessons

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

Prologue

EXT. ISTANBUL, TURKEY-- NIGHT

A beautiful teenage GIRL runs through the dark streets and alleys of Istanbul, chased by several hooded and robed figures. The city's inhabitants close and lock their doors as they approach.

The girl runs into an alley only to find a dead end. She looks around desperately for an escape and spots a drain pipe. Frantically, she starts to climb. One of the robed figures seizes her ankle but she pulls free.

As she climbs to the rooftop and scrambles up to the peak, one of her pursuers pushes her backward off the roof. She lands on her back in the alley below, stunned. One of the mysterious men grabs her wrists and pulls her arms up over her head as his companion draws a curved knife from a ceremonial scabbard.

He raises the knife above his head and plunges it toward her chest.

CUT TO:

EXT. SUNNYDALE CEMETERY-- NIGHT

A VAMPIRE pushes up through the earth of a freshly-turned grave and looks around. He finds BUFFY kneeling right beside him.

BUFFY

It's about power: who's got it, who knows how to use it.

She tosses a stake to DAWN who stands at the foot of the grave.

BUFFY

So... who's got the power, Dawn?

DAWN

Well, I've got the stake.

BUFFY

The stake is not the power.

DAWN

But he's new. He doesn't know his strength. He might not know all those fancy martial arts skills they inevitably seem to pick up.

BUFFY

Who's got the power?

DAWN

(sighs)
He does.

Buffy gets to her feet and approaches her sister.

BUFFY

Never forget it. It doesn't matter how well-prepped you are or well-armed you are. You're a little girl.

DAWN

Woman.

BUFFY

Little woman.

DAWN

I'm taller than you!

BUFFY

He's a vampire, okay? Demon. Preternaturally strong, skilled with powers no human could possibly ever--

VAMPIRE

Excuse me... I think I'm stuck.

Buffy looks back at the vampire who is still buried chest-deep.

BUFFY

You're stuck?

VAMPIRE

My foot's caught on a root or something. I don't even know how I got down there. If you girls could just give me a hand.

DAWN

So he's got the power?

BUFFY

Zip it.

She walks over to the vampire.

VAMPIRE

I really appreciate it. It's just that it's so dark and I don't even know what I'm doing here...

Buffy grabs it by the collar of its suit coat and pulls it out of the ground with one hand.

VAMPIRE

Whew! Thanks. That was a help.

It turns toward Buffy and bares its fangs.

VAMPIRE

Unfortunately, it was the last--

Buffy's hand clamps around its throat.

VAMPIRE

(choking)
--thing you'll ever do.

BUFFY

Listen up. I'm the Slayer. You don't want to get into it with me. You want blood? You can have hers.

She points at Dawn, who holds her stake ready, a steely gaze in her eyes.

BUFFY

(to Dawn)
Power. He's got it. He's going to use it. You don't have it, so--

Dawn steps back as the vampire moves toward her, then stumbles and falls. The vampire trips over her and goes head first into a gravestone.

BUFFY

--use that. Perfect.

Dawn scrambles to her feet and plunges her stake into the vampire's chest. She straightens up with a smile until she notices that the vampire is still there. She missed the heart. She tries again but this time the creature is ready for her and it's mad. It blocks her attack and knocks her away. She loses the stake and tumbles to the ground, then scrambles to Buffy's weapons bag and grabs another one. She gets back to her feet and tries attacks again. This time it seizes her arm and twists her around. She looks around desperately for Buffy, only to find her gone.

DAWN

Buffy!

As the vampire's fangs descend toward Dawn's neck, Buffy yanks it away from her sister by the shoulder. She stuns it with a series of quick punches and kicks. She sends a back-handed punch at the vampire's head but it grabs her arm in mid- arc. She uses the hold as leverage and flips the vampire onto the ground, following with a vicious kick to the head.

Taking a sword out of her weapons bag, she gracefully spins around and smoothly decapitates the vampire as it rises to its feet.

BUFFY

(to Dawn)
It's real. It's the only lesson, Dawn. It's always real.

She helps Dawn to her feet.

BUFFY

Let me see.

Dawn pulls her hand away from her neck, revealing two small puncture wounds.

DAWN

It's nothing. It's just a scrape. Plus, I had a plan the whole time.

BUFFY

(dubious)
Really?

DAWN

Yeah, I planned to get killed, come back as a vampire, and bite you.

BUFFY

You wanted to be trained.

DAWN

Well, just... the next time, when you're going to--

BUFFY

You did pretty well.

DAWN

(surprised)
I did?

BUFFY

Yeah.

DAWN

'Cause, you know, with the whole rolling thing, I was actually using his strength and it was very tai chi. Plus, I nearly got the heart.

BUFFY

My first time out, I missed the heart, too.

DAWN

No way.

BUFFY

Just the once.

DAWN

Well, the next vampire I meet--

Buffy starts to pack their stakes and the sword back into her bag.

BUFFY

The next vampire you meet, you run away. I just wish that was all we had to worry about.

She and Dawn head for home.

BUFFY

Vampires, demons... they're nothing compared to what's coming.

DAWN

I know. I just can't believe it's back.

BUFFY

Believe me, I thought I was long past it. I guess you never are. Just a few more days till it starts and then we'll never know what's coming next.
CUT TO:

EXT. SUNNYDALE HIGH-- DAY

A small group of people gathers in front of a new building with an imposing pink stone façade. Principal ROBIN WOOD stands before a large red ribbon and cuts it with a pair of over-size scissors.

WOOD

It is my great pleasure and privilege to announce the official opening, on the very ground that it first stood upon, of the brand-new, state-of-the-art Sunnydale High!

Opening credit sequence.

Act I

EXT. WESTBURY, ENGLAND-- COUNTRYSIDE

GILES rides a horse slowly across the English countryside, searching for something. He leaves the horse at the foot of a steep hill and climbs to its summit.

WILLOW sits at the base of a tree looking intently at the patch of grass in front of her. The shoot of a plant rises out of the ground, and quickly blossoms into a large purple flower.

GILES

That doesn't belong there.

WILLOW

No, it doesn't.

GILES

That's the flora kua-ulaya. Native of Paraguay if my botany serves.

WILLOW

(smiles)
Is there anything you don't know everything about?

GILES

Synchronized swimming. Complete mystery to me. (re: flower) Yes, Paraguayan. Where does it come from?

WILLOW

(smiles)
Paraguay.

GILES

You brought it through the earth?

WILLOW

It's all connected. The root system, the molecules, the energy. Everything's connected.

GILES

You sound like Miss Harkness.

WILLOW

She's taught me a lot.

GILES

Then why aren't you in your lesson?

WILLOW

Sorry.

GILES

It's all right. I think she was just--

WILLOW

Afraid? Yeah. They all are. The coven is... they're the most amazing women I've ever met. But there's this look that they get. Like I'm going to turn them all into bangers and mash or something. Which I'm not even really sure what that is.

GILES

They're cautious. I trust you understand that.

WILLOW

I don't have that much power, I don't think.

GILES

Everything is connected. You're connected to a great power, whether you feel it or not.

WILLOW

Well, you should just take it from me.

Willow stands up and walks away. The flower withdraws back into the earth.

GILES

You know we can't. This isn't a hobby or an addiction. It's inside you now, this magick. You're responsible for it.

WILLOW

Will they always be afraid of me?

GILES

Maybe. Can you handle it?

WILLOW

I deserve a lot worse. I killed people, Giles.

GILES

I've not forgotten.

WILLOW

When you brought me here, I thought it was to kill me. Or to lock me in some mystical dungeon for all eternity here, with the torture. Instead you go all Dumbledore on me. I'm learning about magick, all about energy and Gaia and root systems.

GILES

Do you want to be punished?

WILLOW

(beat)
I want to be Willow.

GILES

You are. In the end, we all are who we are, no matter how much we may appear to have changed.
CUT TO:

EXT. SUMMERS HOME-- DAY

XANDER, dressed in a suit and tie, gets out of his new car, with a set of rolled up blueprints tucked under his arm. He buttons the jacket of his suit and heads into Buffy's house.

CUT TO:

INT. SUMMERS HOME-- KITCHEN-- DAY

Buffy glances out the kitchen window as she sorts through the morning's collection of junk mail. She sees Xander coming and shouts for Dawn as she goes to the door to meet him

BUFFY

Dawn! Xander's here.

DAWN

(o.s.)
Just a minute.

BUFFY

You're going to be late.

DAWN

(o.s.)
I'm comfortable with that.

Xander enters.

XANDER

Good morning.

BUFFY

(to Dawn)
You've got to eat something! I made cereal!

DAWN

(o.s.)
Okay!

BUFFY

(to Xander)
You're unconscionably spiffy.

XANDER

Client meeting. How exactly do you make cereal?

BUFFY

Ah. You put the box near the milk. I saw it on the Food Channel. You want something?

XANDER

I ate. I'm good. How are you?

BUFFY

My sister's about to go to the same high school that tried to kill me for three years. I can't change districts, I can't afford private school, and I can't begin to prepare for what could possibly come out of there. So... peachy with a side of keen, that would be me.

XANDER

(re: blueprints)
Well, here's a little something for what ails ya. Take a look.

BUFFY

Oh. (re: coffee) Want the rest?

XANDER

(shakes his head)
Take a look.

He leads her over to the table where he rolls out the blueprints as Dawn comes down from her room.

DAWN

Hey. Check out Double-O Xander.

BUFFY

Go. Talk with your mouth full.

Xander shows Buffy the plans for the new school.

XANDER

I've got two crews working on this diabolical yet lucrative new campus. One here, finishing the science building... and one here, reinforcing the gym. There are no pentagrams, no secret passageways. Everything's up to code and safe as houses.

BUFFY

Nothing creepy? Strange? From beyond?

Dawn enters again with her bowl of cereal.

DAWN

(mouth full)
Maybe you're just paranoid?

XANDER

Well, there is one interesting detail.

Xander lays a second blueprint down over the first one.

XANDER

I managed to scare up the plans from the old high school. You remember the very center of Sunnydale's own Hellmouth?

BUFFY

It's under the library.

Xander holds both sets of plans up to the sunlight streaming through the window.

XANDER

Right. So I lined up the plans, new and old, and right exactly where the library was... we now have...

BUFFY

Principal's office.

DAWN

So the principal's evil?

BUFFY

Or in a boatload of danger.

XANDER

Well, the last two principals were eaten. Who'd even apply for that job?

BUFFY

I guess we'll see. (notices the time) Oh, we have to leave, though. (to Dawn) Do you have everything? Books? Lunch? Stakes?

DAWN

Checked thrice.

XANDER

(to Buffy)
Did you give her the...?

BUFFY

I was saving it.

Buffy goes to the dining room buffet and opens the drawer. She takes out a small gift box wrapped with a ribbon.

DAWN

What is it?

BUFFY

Back-to-school gift.

DAWN

(smiles)
It's a weapon, isn't it?

BUFFY

Yes, it is.

Dawn warily opens the box.

CUT TO:

EXT. SUNNYDALE HIGH-- DAY

Xander pulls his car to a stop in front of the new Sunnydale High.

BUFFY

I'm gonna take her to class, have a look around.

XANDER

Okay, I'm going to be on site here all day so if you have any needs...

BUFFY

Thanks.

The girls get out and wave to Xander as he drives off. They start up the steps toward the main entrance to the new campus.

BUFFY

Now remember, if you see anything strange or, you know...

Buffy's gaze tracks a rather sullen-looking girl dressed in dark clothes who walks in front of them.

BUFFY

...dead.

DAWN

I got it.

BUFFY

And stay away from hyena people or any lizardy-type athletes. Or if you see anyone that's invisible--

DAWN

Hey, Buffy, I think it's pretty safe to say I'm not going to see anybody that's invisible.

BUFFY

You know, you could still drop out. Only nerds finish high school.

DAWN

You know, I don't really think it's fair for you to try and scare me on my first day of high school... 'cause it is so redundant.

They pass through the open gate onto the school grounds.

BUFFY

This place is evil.

WOOD

Tough to let 'em go, huh?

Buffy spins around to find the principal standing behind her.

BUFFY

Hi...

WOOD

I'm Robin Wood, new principal

He holds out his hand to her and Buffy shakes it.

BUFFY

Oh, Buffy Summers. This is Dawn.

WOOD

Nice to meet you.

DAWN

Hi.

Buffy gives him an appreciative look.

BUFFY

So you're the new principal. I expected you to be more... aged.

WOOD

(laughs)
You seem a bit young to have such a grown-up daughter.

BUFFY

(mortified)
No! Uh, no. Sister.

WOOD

(smiles)
Oh, right. Of course.

BUFFY

You didn't really think she's my... it's my hair. I have mom hair.

She nervously fingers the bun on the back of her head.

WOOD

I actually have heard of you, Miss Summers. You graduated from the old high school, am I right?

BUFFY

(surprised)
Yeah. How did you--

WOOD

Well, I better get back to work. Got to start deadening young minds. It's really nice to meet you. (to Dawn) You have fun.

Buffy watches Wood walks briskly away.

BUFFY

That was suspicious.

DAWN

You betcha. Bye.

Dawn heads off herself.

BUFFY

Oh, Dawn--

Dawn turns around but keeps walking backward.

DAWN

I know! You never know what's coming, the stake is not the power, To Serve Man is a cookbook. I love you. Go away!

She turns and walks quickly away from her sister.

CUT TO:

INT. SUNNYDALE HIGH-- CORRIDOR-- DAY

The halls empty out quickly after the bell rings leaving Buffy alone. She wanders around the school, looking things over.

She's suddenly startled by a basketball bouncing off the lockers ahead of her in the corridor. It bounces back into an intersecting corridor and is caught by a pair of hands. Buffy hurries up to the intersection just in time to see a Hispanic boy disappearing around the corner at the end of the hall.

Buffy follows him, but when she gets to the next corner he has vanished. She heads down the hall, past a door leading down to the basement.

CUT TO:

INT. SUNNYDALE HIGH-- CLASSROOM-- DAY

Dawn sits at a desk in the back of the class. There are several small clusters of kids all talking together quietly but Dawn doesn't seem to know any of them. She's alone in the crowd. The teacher, MR. LONEGRIN, stands up and introduces himself.

MR. LONEGRIN

Okay, I'm Mr. Lonegrin. Why don't we go around the room and introduce ourselves? Let's start with...
CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

Buffy enters a washroom and checks her hair in the mirror.

BUFFY

It's not mom hair.

She starts to reach for the faucet but stops when she sees a strange object on the counter. She picks it up. It looks like a small bone, fastened to some twigs and feathers by some bits of string.

GIRL

You can't protect her.

Buffy looks up at the mirror and sees a the rotting corpse of a teenage GIRL standing behind her.

GIRL

You couldn't protect me.

Buffy spins around but the girl has vanished. A man in JANITOR's overalls appears beside Buffy, also looks very dead.

JANITOR

Get out! Get out! Get out!

Buffy drops the bone and jumps away from him as he vanishes.

FADE OUT

Act II

INT. SUNNYDALE HIGH-- CLASSROOM-- DAY

Dawn stands at her desk, telling the other students about herself.

DAWN

I love to dance. I like music. I'm very into Britney Spears' early work before she sold out, so mostly her finger painting and macaroni art. Very underrated. Favorite activities include not ever having to do this again and--

Buffy bursts through the door at the front of the class.

BUFFY

Dawn!

DAWN

What?

BUFFY

We have to go. It's not safe.

DAWN

But...

BUFFY

We... I mean, I saw...

Buffy realizes that she can't give any sort of explanation for what she saw that will sound rational to the other people in the class.

MR. LONEGRIN

Can I help you?

BUFFY

No. I... Dawn, I just thought you were in danger... of smoking.

She starts to back out the door.

BUFFY

I'll be around.

All the students turn and stare at Dawn.

DAWN

(horrified)
I also have a sister.
CUT TO:

INT. THE ESPRESSO PUMP-- DAY

Two folk singers, a guy and a girl, sing a bad love duet while ANYA and HALFREK watch, sipping coffee.

ANYA

God, they're depressing.

HALFREK

Oh, who are they kidding with that happy shiny crap?

ANYA

Six weeks tops and she's calling on me for vengeance.

HALFREK

(laughs)
Oh, he better run for cover.

ANYA

What's that supposed to mean?

HALFREK

Oh, sweetie, you know exactly what it means.

ANYA

Excuse me?

HALFREK

It's the talk of the Order. They're calling you Miss Softserve. Tell me you don't know this.

ANYA

But... who?

HALFREK

Listen, Anya. I know I've always been a little competitive with you. I mean, there was that thing in the Crimean War. We laugh about it now but the fact is I've actually always looked up to you. You were the single most hard-core vengeance demon on the roster and everybody knew it. Do I have to mention Mrs. Cholgosh?

ANYA

(smiles)
Hmm. Good times.

HALFREK

And then you lost your powers. It happens. And you fell for this Xander guy.

ANYA

It was a glitch. A summer thing. I am so back in the vengeance fold.

HALFREK

No deaths, no eviscerations. You're not goading women into anything inventive and you're not delivering when it is.

ANYA

I don't even know--

HALFREK

Waitress downtown. Wished her husband was a frog. You made him French!

ANYA

(defensive)
He's smelly! And with a little mustache, he--

HALFREK

Listen, Anya, if it was just me--

ANYA

What do you mean if it was just you?

HALFREK

D'Hoffryn, the Lower Beings... they're all feeling the heat. Something's rising-- something older than the Old Ones-- and everybody's tail is twitching. This is a bad time to be a good guy.

ANYA

What is this, an intervention? Shouldn't all my demon friends be here?

HALFREK

Sweetie... they are.
CUT TO:

EXT. SUNNYDALE HIGH-- SCIENCE WING-- DAY

Buffy finds Xander supervising some workers at the new science building.

XANDER

So how's it looking? Does the place pass inspection?

BUFFY

Oh, it's great... if you're a zombie ghost thing.

XANDER

So school's back in session, huh?

BUFFY

Seems like old times.

Xander and Buffy move off a little ways so they can talk without being overheard.

XANDER

So zombies or ghosts?

BUFFY

I'm not sure. They were in the mirror but they disappeared. But they touched me... I think. Let's just start with dead and pissed.

XANDER

They're after you personally?

BUFFY

They talked about protecting people. Told me to leave.

XANDER

No damage, though?

BUFFY

I think I may have destroyed Dawn's social life in all of about thirty seconds but apart from that, no.

XANDER

Ah, being popular isn't so great. Or so I've read in books.

BUFFY

This isn't a coincidence, you know. The school being rebuilt. It means something.

XANDER

As in what?
CUT TO:

INT. SUNNYDALE HIGH-- CLASSROOM-- DAY

Dawn looks over as the nerdy GUY sitting next to her draws her attention.

GUY

Can I borrow a pencil?

She nods, takes one out of her bag and hands it to him.

GUY

Thanks a lot.

He instantly transforms into a rotted corpse and jams the pencil into her eye. Dawn screams in terror and falls to the floor, holding her hands over her eye. Mr. Lonegrin rushes over to see what's wrong as she sits up and tentatively lowers her hands. Her eye is uninjured. She looks around to find the dead guy gone and everyone staring at her.

MR. LONEGRIN

Are you all right?

DAWN

I'm sorry. There was a bee. It flew in my eye. I'm... I'm very allergic.

MR. LONEGRIN

I think it's gone.

DAWN

Can I go to the bathroom?

MR. LONEGRIN

Of course.

Dawn hurries from the room and closes the door behind her.

STUDENT

Guess it runs in the family.
CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

Dawn enters the washroom and enters one of the stalls. She sits down and tries to collects herself. She cocks her head when she hears someone crying softly nearby.

She leaves the stall and looks around. The washroom seems to be empty. She crouches down on the floor and looks under the stall doors but doesn't see any feet.

CUT TO:

INT. SUNNYDALE HIGH-- ATRIUM-- DAY

Buffy strides through the large atrium area at the entrance to the school. Distracted, she stumbles into Principal Wood.

BUFFY

Oh, sorry!

WOOD

Miss Summers, I didn't know you were still about.

BUFFY

Oh, yeah, I was just looking for--

WOOD

You know, I thought in general it was customary for a person who's graduated to... you know, go somewhere else?

BUFFY

Well, it's a new campus. Just getting to know it. You know, make sure it's safe. For my sister.
CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

Dawn moves down the row of stalls, pushing the doors open. They're all empty-- except for the last one. She finds KIT HOLBURN inside, crouching on top of the toilet, terrified. Dawn smiles tentatively at her.

DAWN

Hey. What's wrong?

KIT

There's someone in here.

DAWN

It's only me.

DAWN

No, it's not.
CUT TO:

INT. SUNNYDALE HIGH-- ATRIUM-- DAY

WOOD

You know, I have to be honest. I actually know a little bit more about you than I let on before.

BUFFY

Isn't that interesting...

WOOD

Oh, it really is.
CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

DAWN

Let's get you out of here, okay? Maybe we can get some air. I'm Dawn.

KIT

Kit.

She hesitantly stands up and leaves the stall with Dawn.

DAWN

Saw something pretty creepy, huh?

KIT

You wouldn't believe me.

DAWN

I kinda sorta think I will. Was there a pencil involved in any of--

Dawn stops short as she sees the two dead kids and the dead janitor in the mirror at the precise moment the lights overhead start to explode.

DAWN

Come on!

They both run for the door but stop suddenly as rotting hands break up through the floor and seize their ankles. The floor gives way completely underneath them and they fall through into the darkness below.

FADE OUT

Act III

EXT. WESTBURY, ENGLAND-- DAY

Willow collapses to the ground, gasping for breath. Giles holds her up.

GILES

Just breathe.

WILLOW

(gasping)
I can't... Goddess.

GILES

(firm)
Just breathe.

Slowly her breathing becomes less labored.

WILLOW

What happened?

GILES

What do you remember?

WILLOW

We were talking. And I felt--

She suddenly jerks her hands away from the ground as if she's been scalded.

WILLOW

I felt the earth. It's all connected, it is. But it's not all good and pure and rootsy. There's deep...deep black. I saw... I saw the earth, Giles. I saw its teeth.

GILES

The Hellmouth.

WILLOW

It's going to open. It's going to swallow us all.
CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

Kit sits up amidst the rubble on the basement floor. She looks around and finds Dawn unconscious. Kit gently shakes her shoulder.

KIT

Hey. Hey, wake up. Oh, please wake up.

Dawn groans and sits up.

DAWN

Are you okay?

KIT

We have to leave.

DAWN

You're not wrong.

Dawn climbs to her feet.

DAWN

Come on. There's got to be a staircase.
CUT TO:

INT. SUNNYDALE HIGH-- ATRIUM-- DAY

WOOD

The school board recommended I spend a little time reading your record. It's... quite a page-turner. Kind of a checkered past.

BUFFY

More like a plaid. Kind of a clan tartan of badness, really. But there were factors.
CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

Dawn and Kit move through the basement.

DAWN

What did you see? When I found you in the stall?

KIT

A girl. She said she died here and that everybody dies here and that we would, too.

DAWN

Here I was worried about not fitting in.

Dawn and Kit round a corner and run into CARLOS TREJO. They all scream. It's the guy Buffy saw with the basketball.

CARLOS

Who are you?

KIT

Who are you?

DAWN

Are you dead?

CARLOS

Stop saying that!

DAWN

Whoa, we're not dead. We saw creepy dead people and we're just trying to get out.

CARLOS

I just came down here for a smoke, you know? And I saw... it was a janitor. He was yelling at me. I thought he was just pissed but... I saw him in the light.

DAWN

Wait! You came downstairs? Where?

CARLOS

Man, I got no clue. I ran away like a girl. I don't know this place at all.

DAWN

Okay, so we could run around in circles or--

The dead janitor appears in front of them.

JANITOR

You really think you can run away?

Kit backs away from him.

KIT

It's not real.

DAWN

Lesson one. It's always real.

The dead guy appears behind them.

GUY

I tried to run, too.

The dead girl steps out of the shadows.

GIRL

I tried to scream. Doesn't matter how much you scream. Nobody ever hears you.

Dawn suddenly remembers.

DAWN

Hear me... right. Oh! I got a present!

She reaches into her belt at the small of her back.

KIT

What is it?

Dawn pulls out a cell phone.

DAWN

A weapon.
CUT TO:

INT. SUNNYDALE HIGH-- ATRIUM-- DAY

WOOD

Well, it's clear your sister looks up to you, which I think is great--

BUFFY

No, she's much, much worse than me. Trouble Maker. Expulsion is really the only way to go. Or you could suspend her for three years.

WOOD

(laughs)
Well, how about we give her a chance first? Just as long as she keeps her grades up and--

Buffy's cell phone rings cuts him off. She reaches back into her belt for it.

BUFFY

Boy, that's loud.

WOOD

That's part of why we don't allow cell phones in--

Buffy holds up her hand to stop him.

BUFFY

Excuse me. (turns away; into phone) Yeah? (to Wood) Sorry. My dog... dog walker. (into phone; sotto) They're really dead?

WOOD

Oh, my god...

BUFFY

(into phone)
No. I'll be right there.

WOOD

Your dogs are dead?
CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

DAWN

(into phone)
And, Buffy? Isn't this reception amazing? I'm in the frickin' basement! (beat) Okay.
CUT TO:

INT. SUNNYDALE HIGH-- ATRIUM-- DAY

Buffy makes her apologies to the principal.

BUFFY

Sorry about that. I... I have to...

She runs off down the corridor.

WOOD

Yeah, of course. And good luck with that... dog tragedy.
CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

DAWN

Help is on the way, guys. We've just got to figure out--

She looks around. The dead people have vanished.

DAWN

Where did they go?

A rotted hand shoots up and seizes her by the throat.

CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

Buffy opens the washroom door and sees the hole in the floor. Without hesitation, she jumps down through it.

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

Buffy moves quickly through the twisting basement corridors, looking for Dawn.

BUFFY

Dawn!

No answer. She takes out her cell phone and hits the speed dial for Dawn. She hears Dawn's phone ringing nearby quickens her pace.

Dawn's phone suddenly stops ringing. Buffy lifts hers to her ear.

BUFFY

(into phone)
Dawn? I'm close by.

JANITOR

(over phone)
You're too late. But then you're always too late, aren't you?

Buffy rounds the corner to find the dead janitor standing before her.

JANITOR

Sure as hell didn't save me.

BUFFY

Where's my sister?

JANITOR

I think she's lost.

BUFFY

If I'm the one who let you die, why take it out on her? I'm right here. Come on. What are you after? Fear? Revenge? Tasty brains?

The dead student steps out of the shadows.

GUY

I think I'd like Dawn to be my girlfriend.

BUFFY

Again, wrong sister. I'm the one that dates dead guys. And no offense but they were hotties. I mean, I'm sure you had a great personality...

The dead girl appears.

GIRL

Were you busy making out with your dead boyfriend while I was ripped to death by a werewolf? Is that why you let me die?

GUY

I was screaming for help when they pulled me down.

Buffy calls for a time out.

BUFFY

Hello! Not making myself clear. I don't care how you died. I'm sorry for your loss but where is my sister? Dawn!

JANITOR

She's not going to hear you. This place is like a maze.

GIRL

This place is ours now. It was built on our graves.

JANITOR

All we want is for you to leave so we can rest again.

The three have lined themselves up before her, blocking her way.

BUFFY

Actually, I'm thinking all you want is to get between me and that door. Who's for finding out why?

The undead charge Buffy. She fights them, throws them off and makes a break for the door only to find them lined up before her again, blocking her way.

BUFFY

If at first you don't succeed...

She rushes the undead, flips over them and rolls toward the door.

BUFFY

...cheat.

She manages to fight her way to the door and throw it open.

BUFFY

Dawnie! We have to get out--

The door slams open to reveal SPIKE.

FADE OUT

Act IV

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

Buffy is stunned.

BUFFY

Spike? Are you real?

Spike starts to giggle. He's obviously not himself. His hair is a wild, tangled mess and no longer the peroxide blonde it usually is. He looks at Buffy with great sadness and caresses her cheek.

SPIKE

Buffy... duck.

BUFFY

(confused)
What? Duck? There's a duck?

The dead janitor bashes her on the back of her head with a pipe and she drops to the floor, stunned. Spike steps back into the room, laughing again.

SPIKE

No visitors today. Terribly busy.

The janitor tries to hit Buffy again but she blocks the blow and kicks his legs out from under him.

GUY

Told you to get out.

The janitor falls to the floor with his head in the open doorway. Buffy springs back to her feet and follows Spike into the other room, pulling the door shut behind her. The janitor's head is caught in the doorway so she slams the door hard on him, knocking him out of the way.

Buffy latches and bolts the door, then backs away from it into the room with Spike.

BUFFY

They'll probably show up in a sec.

SPIKE

Nobody comes in here. It's just the three of us.

BUFFY

Spike, have you seen Dawn? She came down here with some kids.

SPIKE

(agitated)
Don't you think I'm trying! I'm not fast, not a quick study. I dropped my board in the water and the chalk all ran. Sure to be caned. Should've seen that coming.

Buffy notices Spike's shirt is open and there are deep gashes in his chest. He quickly pulls his shirt closed. She slowly steps toward him and reaches out, examining the wounds.

BUFFY

What did you do?

SPIKE

I tried... I tried to cut it out.

Buffy's cell phone rings and she answers it.

BUFFY

(into phone)
Dawn?
INTERCUT:

DAWN

Buffy, where are you?

Buffy is still unnerved by Spike's behavior.

BUFFY

I... where are you?

DAWN

I don't know. In a room by the furnace. Near where we fell in. They dragged us in here and then they disappeared.

BUFFY

Yeah. They came after me, too.

DAWN

What do they want?

BUFFY

So far, to piss me off.

DAWN

Please tell me it's working.

BUFFY

Oh, I'm damage-bound. I just can't figure them. Ghosts can't touch you and zombies can't disappear so I don't know what we're dealing wi--

SPIKE

Not ghosts.

DAWN

Who was that?

BUFFY

Hold on. (to Spike) You know what they are?

SPIKE

Manifest spirits controlled by a talisman, raised to seek vengeance. A four-year-old could figure it.

BUFFY

(to Dawn)
Hang tight. I'll find you. These things can hurt you. You can hurt them, too. Find a weapon. I'll come for you. (to Spike) Spike, you gonna help me out?
END INTERCUT

SPIKE

This is my home. I belong here. Always been here. Cheers for stopping by. (mumbles) It's in the wall.

Buffy looks at Spike, confused.

BUFFY

I'll... get back to you.

She turns and unbolts the door and cautiously walks back out. The corridor outside is empty.

BUFFY

Guys? Resentful dead guys? This can't be good...

Buffy quickly heads back the way she came, trying to figure out what's going on.

BUFFY

Come on... manifest spirits, raised up, controlled by a... talisman.

She hits a speed dial on her phone.

BUFFY

(into phone)
Xander!
CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- FURNACE ROOM-- DAY

Dawn huddles with Kit and Carlos in the dark boiler room.

DAWN

We need to find some kind of a weapon. Just to hold them off.

They search the shelves and Carlos comes up with a couple of bricks.

CARLOS

I got these.

DAWN

Kit, give me your bag.

She dumps the bag out onto the floor and puts the bricks into it.

KIT

Do you think they're going to come back?

GIRL

(mocking)
"Do you think they're going to come back?" We never left. We'll always be here. Just like you.

All three of the undead appear and walk toward Dawn and the others.

KIT

No...

GIRL

Why do you think we picked you? The ones no one will miss. The ones that don't belong. Spend all your time trying to get out high school and now you'll never, ever leave.

Dawn rushes forward and swings the bag of bricks at the dead girl's knees. It connects and she goes down. Dawn's victory is short-lived, however, as the janitor sends her sprawling. Kit screams.

CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- CORRIDOR-- DAY

Buffy hears Kit's scream and starts to run.

CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

Xander opens the door to the girl's restroom and stares in shock at the hole in the floor.

XANDER

Whoa! Contracty goodness! (beat) Talisman, talisman...

He skirts his way around the hole toward the other side of the room.

CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- FURNACE ROOM-- DAY

The janitor seizes Dawn by the throat.

JANITOR

You can thank your sister for this.

Buffy kicks the door off its hinges and ducks a swing of the pipe from the dead guy. She rolls across the floor and kicks the janitor off of Dawn, sending him flying across the room.

DAWN

Thanks, sis.

BUFFY

We just need to keep them at bay.

The dead guy rushes Buffy again.

DAWN

The bag!

Dawn tosses the bag of bricks to Buffy. She flips back to her feet and twirls the brick-laden bag over her head like a bolo, landing one devastating blow after another on her undead opponents.

CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

Xander crawls around on the restroom floor, looking for the talisman. He finally finds it under the sink, stands up and grasps it in both hands.

XANDER

Yes! Talisman.

Suddenly the dead girl is there and jumps onto his back with a scream.

CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- FURNACE ROOM-- DAY

The janitor manages to knock the bag of bricks out of Buffy's hands. Dawn grabs the steel pipe off the floor and tosses it to her sister. Buffy catches it without even looking and turns to the janitor.

BUFFY

You really want to keep this up?

JANITOR

What are you going to do? Kill us?
CUT TO:

INT. SUNNYDALE HIGH-- RESTROOM-- DAY

With the dead girl hanging off his back, Xander struggles to get a good grip on the talisman. He finally manages to snap it in half. The instant he does, the dead girl dissolves into mist with a lingering scream.

CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- FURNACE ROOM-- DAY

The janitor and the dead guy also disintegrate into the ether.

CARLOS

Are they gone?

BUFFY

Yeah. The talisman must've been destroyed.

DAWN

How'd you know it was a talisman?

BUFFY

There's always a talisman. The real question is who put it there?

Kit gathers up her things from the floor.

BUFFY

Come on, you guys. Let's go find a way upstairs. Assuming there is one.

DAWN

You really weren't kidding about this place. I guess it hasn't changed.

BUFFY

I don't know. It seems smaller.
CUT TO:

INT. SUNNYDALE HIGH-- CORRIDOR-- DAY

Buffy says goodbye to Dawn and her new friends.

BUFFY

You guys are going to be okay. School's intense but you'll do all right as long as you're careful. And you might want to think about sticking together.

Kit gives Buffy a hug.

KIT

Thank you.

CARLOS

Yeah, I mean it. You are the coolest mom ever!

Dawn looks at Buffy, horrified. Buffy tugs nervously at her hair bun again.

DAWN

O-kay. (to Carlos) Come on. We still have a few more classes to live through.

She gives Buffy a kiss on the cheek and then heads off with Kit and Carlos.

WOOD

Curiouser and curiouser.

Buffy turns around to find Principal Wood behind her again.

BUFFY

What is?

WOOD

Carlos Trejo and Kit Holburn, right? Possibly the only two students in this school whose files are as thick as yours was.

BUFFY

You really did your homework, didn't you?

WOOD

Well, I was looking for one or both of them to actually implode in a fearsome way right before midterms but now I see that you got 'em socializing and hugging and actually-- if I'm not mistaken-- headed to class.

BUFFY

Well, we shared an... encounter.

WOOD

I know you were probably more than happy to get out of this place but I've got to tell you, Miss Summers, I think you belong here.

Buffy is stunned out of the ability to speak coherently.

BUFFY

Hum, new?

WOOD

Listen, I know this school's reputation. (off her look) What, you think I got this job based on seniority? We've got a lot of troubled students here and just enough money to keep this place from caving in.

BUFFY

Yeah, you might need a little extra there.

WOOD

Well, we do have a community outreach program and the money we could pay you... wouldn't even fold but it would just be a couple of days a week.

BUFFY

Are you asking me to be a counselor?

WOOD

Oh, we have a guidance counselor but I was thinking the kids could use someone, you know, closer to their age who still has some--

BUFFY

I'm in.

WOOD

What, you're serious? You did hear the part about the money, right?

BUFFY

Yeah, I heard. My schedule might be a little funtastic but I'll work it out. I'd like to keep an eye on this place.

WOOD

Well, that's great! Look at that. It's not even noon and I've already bullied my first family member into helping out.

He heads off down the hall.

WOOD

I'm going to be the best principal ever.

Buffy watches him go, a wry smile on her face.

CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

Spike squats on the floor in his new lair, mumbling to himself.

SPIKE

The thing is... I had a speech. I learned it all. Oh, god. She won't understand. She won't understand.

Suddenly WARREN MEARS is there, standing behind him.

WARREN

Of course she won't understand, Sparky. I'm beyond her understanding. She's a girl. Sugar and spice and everything... useless. Unless you're baking. I'm more than that. More than flesh.

Warren's body suddenly shifts and he morphs into the hell-god GLORY.

GLORY

More than blood. I'm... you know, I honestly don't think there's a human word fabulous enough for me. Oh, my name will be on everyone's lips... assuming their lips haven't been torn off. But not just yet. That's all right, though.

Another shift and Glory becomes the demon-cyborg ADAM.

ADAM

I can be patient. Everything is well within parameters. She's exactly where I want her to be. And so are you, Number 17. You're right where you belong.

Now Adam becomes Mayor RICHARD WILKINS as he crouches down beside Spike.

MAYOR WILKINS

So what'd you think? You'd get your soul back and everything would be Jim Dandy? A soul's slipperier than a greased weasel. Why do you think I sold mine? (laughs) Well, you probably thought that you'd be your own man and I respect that. But you never will.

Now the Mayor fades and is replaced by Spike's vampire lover DRUSILLA. She caresses Spike's cheek affectionately.

DRUSILLA

You'll always be mine. You'll always be in the dark with me, singing our little songs. You like our little songs, don't you? You've always liked them, right from the beginning. And that's where we're going.

Drusilla stands up and becomes the MASTER.

MASTER

Right back to the beginning. Not the Bang, not the Word. The true beginning. The next few months are going to be quite a ride and I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic schmuck... if it hasn't sunk in already. Look at you. Tried to do what's right. Just like her. You still don't get it. It's not about right. Not about wrong.

Spike looks up as the Master disappears. In his place stands Buffy, a hard, cold look in her eye.

BUFFY

It's about power.
FADE TO BLACK
END