Beneath You

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

Prologue

INT. FRANKFURT, GERMANY-- NIGHT CLUB-- NIGHT

A beautiful teenage GIRL dressed in black leather with candy-apple red hair runs desperately through the deserted hallways of the office building over the bustling night club. She is pursued by several men in dark cloaks, their faces obscured by hoods.

The girl enters a stairwell and takes the stairs down. She emerges on a rooftop patio and quickly drops over the side, scaling the wall and landing right outside the rear door of the club.

She runs to the heavy metal door and drags it open, relieved at the sight of all the people around her. Before she can even get her bearings, more cloaked men charge her from inside the club and push her back outside, closing the door and sealing the girl off from the safety of the crowd.

They throw her up against the wall and she fights back, afraid but courageous. She kicks one in the gut and elbows the other before being knocked to the ground by a vicious blow to the head. One of the robed figures pulls a ceremonial knife and brings it down but the girl blocks the blow only to be vicious stabbed by the second hooded man. She cries out in pain as her life starts to slip away.

As her eyes glaze over and death claims her, she speaks in a deep and resonating voice.

GIRL

From beneath you... it devours.
SMASH CUT TO:

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

BUFFY screams as DAWN shakes her awake.

DAWN

Buffy! Buffy!

Buffy wakes and looks around, confused.

BUFFY

I heard screaming.

DAWN

That was you.

BUFFY

There was a girl.

DAWN

That would be me.

BUFFY

No, it was...

DAWN

Just a dream. It was just a dream, right?

BUFFY

"From beneath you, it devours." That's what she said and then they...

Buffy looks out the window into the night.

BUFFY

There's more like her, Dawn. Out there, somewhere... and they're going to die.
CUT TO:

EXT. SUNNYDALE-- RESIDENTIAL STREET-- NIGHT

The street is peaceful, the night calm. Suddenly the ground starts to rumble and shake. Rocks tumble and dirt shoots up from beneath the underbrush as a wave passes along the ground. It cuts across the lawn of one of the houses and out into the street, pushing up concrete and asphalt as it goes. Something huge is burrowing beneath the streets of Sunnydale.

Opening credit sequence.

Act I

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

A rat squeals as it crawls about searching for a morsel of food in the dank basement. SPIKE peeks out from behind a row of filing cabinets. He stares at the rat intently, then crawls slowly forward.

SPIKE

No, no, no. Now is not the time. You know it. I know it. But making them understand... is a totally different matter. No manners is the problem. Proper breeding... lack of etiquette. All of it lacking. All of it lost on them.

He stops creeping up on the rat and looks around warily as the ground beneath him begins to shake. He stands up and looks around, panicked.

SPIKE

Not the time. Not hardly ready. Stop! Please, mum! Begging now... make it stop! Oh, god.

The trembling becomes a violent shaking, sending the rat scurrying for cover. Spike claps his hands to his ears and screams in agony.

CUT TO:

INT. XANDER'S CAR-- DAY

On their way to school, Dawn smiles brightly at Buffy and XANDER.

DAWN

Could you die? 'Cause seriously, speaking for everybody who are me in the car right now, we're very excited.

BUFFY

Well, I'm glad for all of you, then.

DAWN

I mean, it's just so cool. You're coming to school with me. You'll be like there the whole time. (beat) You understand you cannot talk to me, look at me or hang out with any of my friends, right?

BUFFY

I doubt we'll even see each other. Assuming I even half- understand my fuzzy job description.

DAWN

It's not fuzzy. You're what? Dealing with troubled kids?

XANDER

At a spankin' new Hellmouth High. Please... outside of drugs and violence and unwanted pregnancy and... the unleashing of hordes of Armageddon that comes pouring out of the school's foundation every now and then, what trouble could these kids have?

BUFFY

Guess I'll find out.

XANDER

Those kids are damned lucky having a Slayer and a friend on campus there for them. I hope they appreciate it. I know I did. (smiles) Days gone by, huh?

DAWN

I thought you hated Sunnydale?

XANDER

Yes and no. With an emphasis on the yes. But at least then I was dating.

BUFFY

You could be dating now.

XANDER

I don't know what's not clicking for me right now.

BUFFY

Well, there's that thing with Anya.

XANDER

The leaving her at the altar thing?

BUFFY

Yeah, that one. It's not something you just bounce right back from.

XANDER

Sure it is. She bounced back to being a vengeance demon and I bounced back to being a dateless nerd.

DAWN

Do you guys talk at all?

XANDER

I've seen her at the Bronze a couple of times. I guess there's a lot of scorned women there making vengeance wishes on their exes.

BUFFY

(mock Southern accent)
That's where I go to get my scorn on.

DAWN

You guys really need to ease up on the whole "dating demons" thing.

BUFFY

Hello, I'm sorry... wasn't that you having the smoochathon with teen vampire last Halloween?

DAWN

See? This is why I don't want you talking to my friends!
CUT TO:

INT. SUNNYDALE HIGH-- ADMIN OFFICES-- DAY

Buffy enters with Principal WOOD. He's showing her to her new work area.

WOOD

We'll sort of feel our way around. Some students will be sent to you and others, I'm hoping, will start to come in on their own.

BUFFY

What if they don't? Should I panic?

WOOD

You'll be surprised, Buffy. You're the youngest and... least stuffy member of this faculty. I think the students are going to want to come in and talk to you and when they do, don't evaluate them. Just listen. They need to feel like there's someone around here who actually understand them.

BUFFY

(smiles)
Can I give detention?

WOOD

Okay by me. A little authority can be a wonderful thing. Just remember that while you are here to help, you're not here to be their friend. Trust me, you open that door and these students will eat you alive.

BUFFY

You heard about Principal Flutie, right?

WOOD

Hmm?

BUFFY

Forget it.

The bell rings.

WOOD

Okay, then. And Buffy? Relax. There's only three things these kids understand: the boot, the bat and the bastinada. (off her look) It's... it's a bad joke. It's the bastinada... no one ever knows what that thing is.

BUFFY

A wooden rod used to slap the soles of the feet in Turkish prisons but if made with the correct wood, makes an awesome billy club.

WOOD

(smiles)
I think you're going to fit in just fine. Is there something else?

BUFFY

Yeah, there's one more thing. I was just curious... not that I'm not grateful or anything but I guess I was wondering why I--

WOOD

Have this job?

BUFFY

I still haven't finished college.

WOOD

I know.

BUFFY

Was it my sparkling personality? Or maybe you enjoyed my work at the Doublemeat Palace?

WOOD

I'm a vegetarian. These students need someone around here who understands them. I need someone who understands these students. Why? Is there something about you I don't know that maybe I should?

BUFFY

Nothing I can think of.

The door opens and a teacher leads in several surly-looking students.

WOOD

If you'll excuse me. First catch of the day. I'll be in my office if you need me.

BUFFY

I'm just gonna have a look around. Get to know the place. (to herself) Make sure it's all... school-like.
CUT TO:

INT. SUNNYDALE HIGH-- BASEMENT-- DAY

Buffy makes her way down to the basement of the school and cautiously makes her way through the shadows. She calls out into the darkness.

BUFFY

Spike!

The door slams behind her and she turns.

BUFFY

Spike?
CUT TO:

EXT. WESTBURY, ENGLAND-- DAY

WILLOW sits in the doorway watching the rain fall across the green English countryside. GILES approaches from behind.

GILES

The taxi's here.

WILLOW

I know.

GILES

And in keeping with quaint old British tradition, you would now be expected to get into it.

WILLOW

I don't know if I can. Giles, I'm not done here.

GILES

That's your fear talking.

WILLOW

Yes, and my fear is being an obnoxious blabbermouth. You're the one that keeps telling me to trust my instincts.

GILES

True.

WILLOW

So? Shouldn't we be listening? I don't want to go back home just so I can screw up again. Why don't I stay? Not forever. Just long enough to, I don't know... make my fear shut up a little, maybe?

A horn honks impatiently in the distance.

GILES

It's possible but... try to be very specific. What exactly are you afraid of?

WILLOW

Well, for starters, the Hellmouth's getting all rumbly again. And now I know it's got teeth. And are those literal teeth? 'Cause I don't know if I can handle it. And what if I can handle it? Does that mean I have to be a bigger, badder bad-ass than the source of all badness? And what if I give up all this control stuff and I go all veiny and homicidal again? And what if--

GILES

They won't take you back?

WILLOW

Uh-huh.

GILES

Willow, we could spend another two years here training and practicing and learning to hone your powers and still there'd be no way of knowing for sure that the friends you left behind you... are still your friends.

WILLOW

Well, sure. I mean, if you put it that way, duh.

GILES

I'd love to offer you some guarantee that you'll be welcomed back to Sunnydale with open arms but I can't. You may not be wanted. But you will be needed.

WILLOW

Is that all ya got?

GILES

For the moment, yes.

WILLOW

Okay. Guess I'd better...

She stands up and Giles gathers her things for her.

GILES

Trust yourself and the others might follow.
CUT TO:

EXT. SUNNYDALE-- RESIDENTIAL STREET-- NIGHT

NANCY, pretty young brunette woman walks her small dog down the street. It stops on the sidewalk and growls nervously.

NANCY

Rocky? Come on. Do your business so I can go home. (sighs) I could have gotten a cat but no...

She turns her back on the dog and stares up into the sky while she waits for it to relieve itself. Suddenly the leash jerks violently in her hand and she turns to find the dog gone, the leash leading into a hole in the sidewalk. Before she even realizes what has happened, the leash goes taut once again and yanks her off her feet, dragging her toward the hole and whatever lies beneath.

At the edge of the hole, the sidewalk erupts in front of her and she screams at the sight of the roaring creature. She leaps to her feet and runs for her life in the other direction, directly into Xander.

XANDER

Umm... hello?
CUT TO:

INT. SUMMERS HOME-- LIVING ROOM-- NIGHT

Buffy, Dawn and Xander tend to Nancy's scrapes while she explains what happened to her.

NANCY

And whatever it was, it was big and strong. Stronger than... I mean, I don't know how it's possible. You hear things in this town, living here in Sunnydale, but nobody actually believes them. You'd have to be crazy and... you guys think that I'm crazy, don't you?

XANDER

I don't.

BUFFY

We've seen things, too, Nancy.

XANDER

And we're going to take care of this. It's is your lucky night. Considering that your dog just got all ate up and stuff. (beat) Hey, can I freshen up your tea?

NANCY

No, that's okay. Thanks.

Xander winces at his own stupidity.

DAWN

So you say this thing just came up out of the ground? I mean, without any warnings or signs or anything?

NANCY

Just this kind of rumbling. You know, like just before an earthquake?

BUFFY

From beneath you, it devours.

NANCY

What?

BUFFY

Nothing.

DAWN

Nothing good.

XANDER

It's sounding monsterific, all right.

DAWN

Should we round up the gang?

XANDER

Good thinking, except... this is the gang.

BUFFY

Look, Nancy, we're going to get into this. And I promise you, if you're dog is alive, we'll find him. The only thing that I need is a little--

SPIKE

What you need is help.

Everyone turns to find SPIKE standing in the doorway.

SPIKE

Fortunately, you've got me.
FADE OUT

Act II

INT. SUMMERS HOME-- LIVING ROOM-- NIGHT

Resume.

BUFFY

Spike.

NANCY

Who's that?

DAWN

He's... it's Buffy's...

XANDER

Ex.

NANCY

And I'm thinking it's a little more complicated than just that.

XANDER

Always is.

BUFFY

(to Spike)
You've changed.

SPIKE

I have.

BUFFY

New clothing, better hair. Not so much with the crazy-- I like it. Now what do you want?

SPIKE

Easy. If you think I like putting myself here, surrounded by people who don't particularly like me, you'd be wrong.

Xander stands up.

XANDER

If you're uncomfortable, we can make you leave.

SPIKE

I'll be quick. (to Buffy) We need to talk. You want to do that here or privately?

XANDER

I'm thinking here. In the company of good friends and pointy weapons.

BUFFY

(to Spike)
You said something about quick?

SPIKE

I did. Before I start, and for the record, last you saw me, I was a mess. Out of my head. Admitted. Last week, living in the school basement, well, you saw me.

Xander and Dawn look over at Buffy, shocked.

DAWN

You did?

BUFFY

Guys, just a second, okay. Yes, I saw Spike, I just--

DAWN

What? You just forgot to mention it?

BUFFY

Things were insane in the basement. I saved your life. We can discuss this later.

DAWN

(sullen)

Sure.

XANDER

Whatever you want.

DAWN

Right. Because that seems to be the only time you let us in, Buffy. Whenever you want.

SPIKE

Now, in fairness to Buffy--

XANDER

Shut up, Spike!

BUFFY

(sighs)
Okay. Guys. Give us a second.

She follows Spike into the foyer.

INT. SUMMERS HOME-- FOYER-- NIGHT

BUFFY

Do not start by saying you're sorry.

SPIKE

I didn't come here to atone.

BUFFY

Then what the hell do you want?

SPIKE

Only to help you.

BUFFY

Help me what?

SPIKE

I was hoping you'd tell me. You're the Slayer, connected to the visions, long line of worthies, right? I'm just a guy with his ear to the ground but even I can feel it. Something's coming. I don't know what, exactly, but something's brewing and it's so big, ugly and damned, it makes you and me look like little bitty puzzle pieces. If I'm wrong, say so. Lovely. No hard feelings. I'll go out that door and you can lock it behind me with any spell you like. So... am I wrong?

BUFFY

Everything about you is wrong, Spike. But something is coming.

SPIKE

You're gonna need some help.

BUFFY

Since when did you become the champion of the people?

SPIKE

I didn't. I'm just a guy who can lend a hand if you'll let me. Ball's in your court, Slayer.
CUT TO:

INT. SUMMERS HOME-- LIVING ROOM-- NIGHT

Buffy and Spike re-join the others.

BUFFY

Okay, we're gonna split. Two pairs. Whatever this creature is, it's burrowing through solid ground. That means a strength and power that we don't usually deal with but we may have to get used to now that the Hellmouth is getting all perky.

She slips on her coat and opens up the weapons chest.

NANCY

(sotto; to Xander)
Shouldn't we call the police or something?

XANDER

And tell them?

NANCY

I'll stop interrupting.

BUFFY

Xander, take Nancy home. Drive, don't walk, and try not to stop till you get there.

XANDER

Understood.

NANCY

Is your girlfriend always this commanding?

XANDER

Who?

Nancy points at Buffy.

XANDER

Buffy? Oh, no, no! I mean, she's a girl and she's a friend but she's not my girlfriend.

DAWN

Xander... little drool.

She mimes wiping her chin and Xander grins sheepishly.

BUFFY

Spike and I will check out the scene.

XANDER

Okay, in the biggest way I am not loving this plan. I'm not loving Spike. (sotto) He tried to rape you.

BUFFY

And he failed. I know I can take him. Xander, take Nancy home. Spike and I will patrol.

DAWN

I'm command central so everybody check in with me. (beat) Okay, I'll be here doing my homework but the other one sounded cooler.

BUFFY

Be safe. (to Spike) Let's go.

She heads out and he follows.

SPIKE

Righty-o, then.

DAWN

Spike?

He stops and turns to her.

DAWN

You sleep, right? (off his look) You, vampires... you sleep?

SPIKE

Yeah, what's your point, niblet?

DAWN

Well, I can't take you in a fight or anything, even with a chip in your head. But you do sleep. If you hurt my sister at all... touch her... you're going to wake up on fire.

Dawn's eyes go cold and Spike stands speechless.

CUT TO:

EXT. SUNNYDALE-- RESIDENTIAL STREETS-- NIGHT

Spike and Buffy walk with flashlights, looking for the place where Nancy was attacked.

SPIKE

You're awfully quiet.

BUFFY

Wouldn't know what to say.

SPIKE

Fine with me. I was more than half-expecting to get an earful anyway. And when exactly did your sister get unbelievably scary?

BUFFY

What are you doing?

SPIKE

What? I told you once, straight up, I'm here to help and that's all. (points flashlight at hole) Think this here's our spot?

BUFFY

How'd you guess?

SPIKE

I don't fancy sticking my head in there.

BUFFY

But if something bites it off, that'd be a clue.

Spike shoots her a look, then kneels down and starts clearing away the debris.

BUFFY

So what happened to you?

SPIKE

Well, you saw me. Those ghostly types in the school basement got in my head. Made me flat-out bug-shagging crazy... and I'm not exactly bragging about it but they were stronger than I was. Made me see things. Do things. And how come you never told anyone you saw me?

BUFFY

I don't know. I guess... I was partly hoping you were some kind of mirage.

SPIKE

Sorry to disappoint.

BUFFY

Not your fault.

SPIKE

Hold the torch, will you?

He hands her the flashlight and when Buffy's fingers touch his, she flashes back to the night he attacked her.

BUFFY

Look, this... us working together, it's not a way for us to get back together if that's what you want.

SPIKE

It's not. Look, I can't blame you for being all skittish.

BUFFY

Skittish? That's not a word I would use for it. You tried to rape me. I don't have the words.

SPIKE

Neither do I. I can't say "sorry". I can't use "forgive me". All I can say is, Buffy, I've changed.

BUFFY

I believe you.

SPIKE

Well, that's something.

BUFFY

I just don't know what you've changed into. You come back to town, you make with the big surprises... twice. I don't know what your game is, Spike, but I know there's something you're not telling me.

SPIKE

You're right. There is. But we're not best friends anymore so too bad for me. I'm not sharing. We've been through things. The end of the world and back. Now I can be useful 'cause, honestly, I've

got nothing better to do. Make use of me if you want. (re: hole) And there's nothing here. Just a bit of slime, mounds of displaced dirt and such. Whatever our beastie is, he's gone.

Spike walks off into the night. After a moment, Buffy sighs and follows him.

CUT TO:

INT. NANCY'S APARTMENT BUILDING-- NIGHT

Xander and Nancy enter the foyer of her apartment building.

NANCY

I still can't believe all this is happening. I mean, even with this town's reputation for, you know, unexplained weirdness.

XANDER

Right. Sunnydale-- come for the food, stay for the dismemberment.

NANCY

There's good food? (smiles) Well, thanks. (beat) And that's a couple of levels of lameness right there, me saying thanks after everything you've done for me tonight.

XANDER

Well, you could slip me a twenty but then I'd have to act all offended.

NANCY

(laughs)
Got it. So... do you think I might, instead, give you a call sometime?

XANDER

(nervous)
Just to check in?

NANCY

No, actually, I'm hitting on you.

XANDER

Even better. I'm very listed.

NANCY

And I'm really pushy so that works out well, then.

Awkward beat. She finally turns and heads for the stairs.

NANCY

Good night.

Xander hesitates then stops her but before he can say anything, the building starts to vibrate and a loud rumbling fills the foyer. The lights flicker and dim.

XANDER

Nancy... I just got a swell idea. Run!

The front door shatters and the brick tile shoots up into the air as something massive burrows toward them beneath the hallway floor. Xander and Nancy race for the stairs at the opposite end and leap to the top just as a monstrous worm rises up, its teeth snapping at their heels. They stare in horror at it as it roars at them before finally disappearing back beneath the ground.

XANDER

Are you okay?

NANCY

(gasping)
I just...

XANDER

Dumb question. Are you injured, are you hurt?

NANCY

I don't think so. I just... I don't think that I can take any more of this.

XANDER

Two attacks in the same night. I'm starting to think it's not coincidence.

NANCY

Oh, sure. Why not? A monster trying to kill me. It's just the thing that was missing to make my life absolutely perfect. Ronnie would love this.

XANDER

Right. Who's Ronnie?

NANCY

Oh. Only my psycho ex-boyfriend that I've been trying to get rid of for the past few weeks. I almost prefer the monster. Ronnie was... trouble.

XANDER

Uh-huh. And I'm just curious... was this Ronnie guy a borrowing-money kind of trouble or was he a raising-demon trouble kinda guy?

NANCY

(taken aback)
Ronnie? He couldn't... he just... he was an abusive bastard is the catchy headline. And he'd just show up, even after... (beat) You know the feeling that you get when your ex is constantly ruining every part of your life and it just doesn't stop?

XANDER

(nods)
Yes.

NANCY

And you get so tired of feeling helpless that all you can do is just wish that it would stop?

Xander's eyes go wide with realization.

XANDER

Wish?
CUT TO:

INT. THE BRONZE-- NIGHT

ANYANKA sits with a pretty young WOMAN, listening as she tells her tale of betrayal.

WOMAN

And it's not just the fact that he cheated. It's the way he cheated, you know? I mean we could have talked. I could have handled it.

ANYANKA

Uh-huh. I get it. Go on.

WOMAN

You know what he is? He's spineless. Yeah, that's it, he's like this spineless little pig. And you know what I wish?

ANYANKA

God, do I want to!
FADE OUT

Act III

INT. THE BRONZE-- NIGHT

Resume.

ANYANKA

You were saying?

WOMAN

Umm... I want more quesadillas?

ANYANKA

Before that.

WOMAN

A margarita?

ANYANKA

After that.

WOMAN

Oh, yeah, God, my boyfriend's spineless. He should just... you know, he should just be spineless for real.

ANYANKA

No spine! Got it. I can do that.

WOMAN

(confused)
What do you mean?

ANYANKA

See honey, what I'm driving this towards here is sometimes don't you just wish that-- (sees Xander enter) Oh, penis.

Xander approaches her table along with Nancy, Buffy and Spike.

XANDER

(to Nancy)

Is this the one you talked to?

Nancy nods and Anyanka gives the young woman at her table a placating smile.

ANYANKA

I'll tell you what, why don't we put a pin in it? Why don't you go get yourself a drink and we'll pick it up in a few.

Confused, the woman gets up and heads for the bar.

ANYANKA

(annoyed)
You guys, I am working here.

Buffy lays her sword down on the table in front of Anyanka.

BUFFY

We noticed.

SPIKE

That's why we're here.

XANDER

Right. Did you turn this nice lady's ex into a giant worm monster?

ANYANKA

(laughs)
Yes.

NANCY

No way! Are you saying that that thing was Ronnie?

ANYANKA

You wish it, I dish it. I thought we were clear on this. I didn't think you were gonna go all narc on me.

BUFFY

(to Nancy)
You wished your ex was a worm?

NANCY

We were just talking.

XANDER

Anya has a way of making things happen.

ANYANKA

I had a quota, the guy had it coming. What's the big?

NANCY

I think I'm going to be sick.

BUFFY

Anya, that thing you created burst through solid pavement and ate her dog.

Anyanka is horrified.

ANYANKA

Oh, puppy!

XANDER

Wait! That gets your sad noise? People's lives are in danger and you give it up for the Yorkie?

ANYANKA

You never understood me, Xander.

NANCY

Xander, who is this woman?

XANDER

Anya? She's... Anya. My ex.

NANCY

Oh.

ANYANKA

Hey, nobody's bragging here!

She gets up and starts to leave but Spike grabs her.

ANYANKA

Hey! Hands off the merchandise, Spike. You don't get to go there again.

SPIKE

Please... I've already forgotten about our little time together.

NANCY

I thought you were Xander's ex-girlfriend?

ANYANKA

I am.

NANCY

But you and Spike?

ANYANKA

Had a thing.

SPIKE

Didn't last.

NANCY

But weren't you Buffy's...

SPIKE

Briefly.

BUFFY

Never serious.

NANCY

Is there anyone here who hasn't slept together?

Xander and Spike exchange a look.

ANYANKA

Look, at least we're all bipeds which is more than I can say for Ronnie the Worm Boy.

BUFFY

Okay, guys, can we focus here for just a second? Anya, this Ronnie, okay, he wasn't a worm. Worms are like this big. (holds her fingers apart) This thing was like--

SPIKE

A Sluggoth demon. (to Anyanka) Am I right?

ANYANKA

(sighs)
Maybe.

NANCY

Wait. I didn't wish for that. I mean, I don't even know what this whatchamacallit demon thing is.

SPIKE

Sluggoth demon. It's a very large, very nasty, natural predator who died around the Crusades.

ANYANKA

Same phylum. It's not cheating. I just embellished.

XANDER

Well, you can un-embellish now.

ANYANKA

Bite me, Harris! I have rules to work with. Vengeance demon codes of conduct, which you'll never understand because you're all still so... human.

SPIKE

I'm not. I'm a demon. Just like yourself, Anya. Now you're gonna turn this spell around like a good little vengeance demon or I-- (off her look) What?

ANYANKA

Oh, my god...

SPIKE

What are you staring at?

ANYANKA

Oh, my god!

SPIKE

(nervous)
Right. Let's go.

He abruptly turns to leave but Anyanka grabs his arm and stops him.

ANYANKA

How did you do it?

BUFFY

Spike, what is she talking about?

ANYANKA

I can see you.

SPIKE

Nothing. Let's go. Got some worm-hunting to do.

ANYANKA

How did you do it?

SPIKE

Shut up!

ANYANKA

This shouldn't be possible!

SPIKE

Shut your mouth!

ANYANKA

I mean, how did you get it?

SPIKE

I said you shut up!

He punches her in the face, sending her reeling to the floor. Nancy has had enough. She does a quick fade and ducks out the front door.

Spike stands over Anyanka and punches her again. She backhands him and sends him flying 30 feet across the room where he lands on the pool table.

Anyanka stands up, her face the face of a demon and glares at Spike.

ANYANKA

I am so gonna kick your ass.

Spike leaps off the table and confronts her.

SPIKE

Right, bitch. Round and round we--

Buffy grabs him and spins him around to find his face has also transformed, his demon risen to the surface.

BUFFY

You haven't changed, Spike.

She decks him and he decks her back. She pauses for a moment, then pounds him backward, one brutal blow after another.

SPIKE

Working out some personal issues, are we?

More punches and kicks.

SPIKE

Hey, I guess this'll be first contact since... you know when. Oh, up for another round in the balcony, then?

Buffy knocks him to the floor. He stands up, chuckling.

SPIKE

Right you are, luv. I haven't changed. Not a lick. And watching your face, trying to figure me out was absolutely delicious.

XANDER

Buffy!

BUFFY

Not now, Xander!

XANDER

Nancy. She's gone and out there all alone. She's worm-bait.

BUFFY

(frustrated)
I'll go find her. You stay with Anya. Get her to reverse that spell.

With a final glare at Spike, she turns and runs out.

SPIKE

Hey, is that it? A little touchy-feely and you're off to the Batpoles?
CUT TO:

EXT. SUNNYDALE-- BUSINESS DISTRICT-- NIGHT

Nancy walks quickly down the street, away from the Bronze, mumbling to herself.

NANCY

Freaks! Why do I always surround myself with freaks?

She stops in the street as a familiar rumbling grows around her. She turns to find the pavement buckling upward as her ex-boyfriend-turned-worm tunnels toward her.

NANCY

Oh, god...

She runs down the street, trying doors along the way but they are all locked.

NANCY

Help! Somebody help me!

She turns down an alley, the creature right at her heels. She leaps up onto some stacked crates and clings to a fire escape ladder attached to the side of a building. The line of buckled pavement suddenly comes to a halt directly beneath her. She lets out a deep breath, relieved.

Then the building shudders violently as the worm slams into the foundation beneath the pavement. Nancy quickly tries to climb further up the ladder but the blows to the building jar it loose from its anchors and it swings off and away from

the side of the building, leaving Nancy dangling precariously 20 feet above the ground.

NANCY

Help! Help me!

Running across the rooftops nearby, Buffy stops when she hears Nancy's scream. She zeroes in on the source, then sprints off to help. Moments later, Spike follows her.

CUT TO:

INT. THE BRONZE-- NIGHT

Anyanka sullenly stares at Xander across the table.

ANYANKA

What do you want me to do?

XANDER

Reverse the spell.

ANYANKA

It's not that easy, Xander.

XANDER

You can do it.

ANYANKA

Yeah, sure, the spell part. What about me? I'm in enough trouble as it is. Halfrek's all over my case. D'Hoffryn is not pleased with my work. You don't want to see him angry. Trust me.

XANDER

Nice friends you got.

ANYANKA

Nice friends I had. Chums, co-workers, bridesmaids. Oh, I had the whole package until something fell apart. What could that be, Xander?

XANDER

Are you saying this is my fault?

ANYANKA

All I'm saying is that none of this happened until you dumped me at the altar.

XANDER

And sooner or later, Anya, that excuse just stops working.
CUT TO:

EXT. SUNNYDALE-- ALLEY-- NIGHT

Nancy clings desperately to the swaying ladder as the worm demon erupts from the ground beneath her. Her grip on the ladder finally fails and she drops toward the waiting jaws of the beast below.

Suddenly Buffy swings down off the roof of a nearby building on a loose electrical wire. She scoops up Nancy in mid-fall and the two of them arc across the alley and land in a pile of garbage and discarded paper.

Buffy helps Nancy up, then cautiously moves around a pile of stacked crates, looking around warily for the creature. The concrete behind her explodes and the worm emerges from the ground just as Spike drops down into the alley near Buffy.

He rips a piece of iron rebar off the wall and moves around Buffy toward the demon worm.

SPIKE

You've had your turn, luv. Leave the real violence to the demons, yeah?

He slams the bar down on the creature's head and it squeals in pain.

SPIKE

That's right! Big Bad's back and he's lookin' for a little death!

He steps back, then runs at the creature with the rebar. A split second before his blow lands, the worm suddenly morphs and changes back into RONNIE, Nancy's human boyfriend. The rebar plunges into Ronnie's shoulder, impaling him and he screams in pain. Spike's agonized scream joins Ronnie's as he braces himself for the searing pain from his implanted chip.

But after a moment, Spike suddenly stops screaming and looks up in surprise.

FADE OUT

Act IV

EXT. SUNNYDALE-- ALLEY-- NIGHT

Resume. Spike looks at Ronnie in surprise.

SPIKE

Sorry.

He pulls the bar out of Ronnie's shoulder and the young man slumps to the ground, naked and in shock. Buffy grabs an old blanket off the trash pile and covers him with it.

Spike looks at the bar in his hands and shakes his head.

SPIKE

Right. Wrong. Wrong maneuver. Not hardly helpful. Please help me. (yells) Help me!

BUFFY

You're not the one who needs help! He's going into shock.

Spike walks away, muttering, seemingly out of his mind, while Buffy takes out her cell phone and dials.

SPIKE

Too much, too much, too much... inside me, all the way. Deep, deep, deep inside me.

BUFFY

(into phone)
Yeah, I need an ambulance. Someone's been stabbed. Yeah, on the corner of 3rd and Fairview. (to Ronnie) Okay, help is coming. Try not to move. Look, Spike, whatever you're doing--

SPIKE

Get away! Get--!

BUFFY

Do it somewhere else. I am through with this!

SPIKE

Oh! Lucky girl Call it quits. Now there's an option. If only it was so easy. If only... if only... if only-- (looks up overhead) What the hell are you screaming about? I can hear you. (yells) No need to shout!

Buffy and Nancy stare at him in amazement as Spike turns to them, laughing hysterically.

SPIKE

I get it. The joke's on me. Lots of laughs. Yeah. Bring the wife and kiddies. Come see the show... 'cause it's gonna be a circus.

He leaps over to Buffy and kneels down, right in her face.

SPIKE

This... just the beginning, luv. A warm-up act. The real headliner's coming and when that band hits the stage, all of this... all this... will come tumbling in death and screaming, horror and bloodshed. From beneath you, it devours. From beneath... (beat) Poor Rocky.

Spike suddenly turns away and runs off into the night just as Xander and Anyanka arrive.

XANDER

Buffy!

Nancy stares at Anyanka.

NANCY

You! You did this. What are you?

She gives Xander a quick look, then walks off into the night.

XANDER

(to Buffy)
She's not calling me.

Buffy stands up and hands him her cell phone.

BUFFY

Okay, help is on the way. Look after him.

She runs off in the same direction as Spike.

XANDER

Where are you going?

No answer.

XANDER

(to Anyanka)
You do know you did the right thing here?

She looks down at Ronnie, uncertain.

ANYANKA

Tell him that.

XANDER

You reversed the spell. It took guts. I know this is bad but it could be worse.

ANYANKA

Oh, it will be.
CUT TO:

EXT. SUNNYDALE CEMETERY-- NIGHT

Buffy walks through the silent graveyard, looking for Spike. She sees a small church with lit candles flickering in the windows and makes her way toward it.

CUT TO:

INT. SUNNYDALE CEMETERY-- CHAPEL-- NIGHT

Buffy opens the door and walks inside. The chapel is apparently deserted.

Suddenly Spike appears out of the darkness behind her and she whirls around, angry.

SPIKE

It didn't work.

BUFFY

What the hell are you--

SPIKE

It didn't work.

He stands before her, shirtless, the scars on his chest prominently displayed. He tosses aside his blue shirt.

SPIKE

Costume. Didn't help. Couldn't hide.

BUFFY

No more mind games, Spike.

SPIKE

No more mind games. No more mind.

BUFFY

Tell me what happened to you.

She reaches out to touch the scars and he flinches away from her.

SPIKE

Hey, hey! No touching! Am I flesh? Am I flesh to you? Feed on flesh. My flesh. Nothing else. Not a spark. Oh, fine. Flesh, then. Solid through. Get it hard, service the girl.

He starts to unbutton his pants and Buffy reaches out to stop him.

BUFFY

Stop it! You--

Spike seizes her by the throat and she breaks his grip and throws him across the room where he lands on the church pews, shattering them.

SPIKE

Right. Girl doesn't want to be serviced. Because there's no spark. Ain't we in a soddin' engine?

BUFFY

Spike, have you completely lost your mind?

SPIKE

Well, yes. Where have you been all night?

BUFFY

You thought you could just come back here and be with me?

SPIKE

First time for everything.

BUFFY

This is all you get. I'm listening. Tell me what happened.

SPIKE

I tried to find it, of course.

BUFFY

(annoyed)
Find what?

SPIKE

The spark. The missing... the piece. That fit. That would make me fit. Because you didn't want... god... I can't! Not with you looking.

He stands up and moves off into the shadows.

SPIKE

I dreamed of killing you.

Spooked in spite of herself, Buffy bends down and picks up a splintered piece of wood and wields it as a stake.

SPIKE

I think they were dreams. So weak. Did you make me weak? Thinking of you, holding myself and spilling useless buckets of salt over your... ending. Angel, he should have warned me. He

makes a good show of forgetting but it's here in me... all the time. The spark. I wanted to give you what you deserve. And I got it. They put the spark in me... and now all it does is burn.

Buffy is stunned.

BUFFY

Your soul...

SPIKE

(laughs)
A bit worse for lack of use.

BUFFY

You got your soul back. How?

SPIKE

It's what you wanted, right? (looks up) It's what you wanted, right?

Spike puts his hands to his head and winces.

SPIKE

And now everybody's in here, talking. Everything I did, everyone I... and him... and it... the other. The thing beneath... beneath you. It's here, too. Everybody. They all just tell me go. Go... to hell.

BUFFY

(horrified)
Why? Why would you do that?

SPIKE

Buffy, shame on you. Why does a man do what he mustn't? For her. To be hers. To be the kind of man who would nev-- (beat) To be a kind of man.

Spike approaches the large cross standing at the head of the chapel.

SPIKE

And she shall look on him with forgiveness and everybody will forgive and love... and he will be loved. So everything's okay, right?

Buffy watches in stunned silence, a single tear tracking down her cheek, as Spike drapes his arms over the cross and rests his head upon it. Smoke starts to curl up around him as the religious icon singes his flesh.

SPIKE

Can we rest now? Buffy, can we rest?
FADE TO BLACK
END