Cut to a NEW Sunnydale high school! Xander pulls up (in what looks like a chrysler?) and Buffy and Dawn both get out. Xander pulls away as Buffy gives Dawn the usual "if anything looks odd" speech. "Stay away from hyena people, or atheletes, and if you see any invisible people..." The new principal interrupts them, commenting that it must be tough to "let them go." Robin Wood is nice, happy, smiling, and has mistaken Buffy for Dawn's Mom! Buffy corrects him, but then thinks she has "mom hair." The principal welcomes them, then departs. Then Dawn goes on her way, with a few last second cautions from Buffy, who is clearly uneasy about Dawn attending school there.

Buffy roams the halls of the new school, looking around, everything is quiet with kids in classes. She is startled when a basketball goes slamming into a locker, then bounces out of view. Going to investigate, she sees a teen boy walking away with the basketball, and she follows. Turning the corner, she find's he's dissapeared! She walks by a door to the basement, though.

In class, Dawn is introduced to her first teacher, who wants to do the "everyone introduce yourself" thing.

Buffy strolls into a bathroom, looking in a mirror, commenting "it's not mom hair..." as she glances down and finds a wooden... thing with a feather and... oh, it's a talisman, trust me. Just as she picks it up, a person appears in the mirror "you can't protect her, you couldn't protect me!" the person says. It's obviously a zombie, with rotting skin and such. Buffy spins around to see, but the zombie woman is gone! then from behind her, another zombie, this time a man, dives forward, shouting (now are you ready for this?) "GET OUT GET OUT GET OUT!!!" Buffy backs away, but when she looks up the zombie man is gone. She's alone.

Commercial Break: Isn't it about time you bought a Sony? Well? ISN'T IT? I don't care WHAT, just BUY A SONY, OK! Geeze...

"I love to dance, I love music, I'm very into Britney Spears' early work, before she sold out, so I like her finger painting and macaroni art..." Dawn stands by her desk, introducing herself to the class. "DAWN!" Buffy bursts in, right in the middle of her introduction, warning her sister that it's "not safe." Dawn stands silent, humiliated, while Buffy then badly attempts to backpeddal and repair the damage, claiming that Dawn is in trouble of... smoking. Buffy excuses herself as Dawn remarks "I also have a sister..."

In a coffee bar, Halley and Anya sit at a table, listening to a guitar duo singing "happy, shiney crap." Anya comments that they'll last 6 weeks before the femail of the duo is wanting vengence. "Ooo, better run for cover" Halley says sarcastically. Anya questions what she means, and Halley lays it out: The order are saying that Anya is going soft. Anya USED to be "The single most hard-core vengence demon ever," but then she lost her powers, fell for Xander, and even though it's over, she just doesn't have it anymore. "The woman downtown who wished her husband was a frog? You made him FRENCH!" Halley says that something is up. D'hoffryn and the "old ones" are sensing something big is coming, and it's a bad time to be a good demon. Anya gets defensive "what is this, an intervention? Shouldn't all my demon friends be here?" "Sweety, they are..." says Halley as she sips her coffee...

At a part of the school that is still under construction outside, Buffy walks up to Xander, who asks if everything is fine, if school is stil in session. "Sure, if you're a zombie ghost-thing" Buffy quips. Walking with Buffy, Xander questions if it's Zombies or ghosts, but Buffy doesn't know, just remarking that aside from destroying Dawn's social life, they talked about protecting people, and wanted her to leave. Buffy thinks it's not a co-incidence.

"Can I borrow a pencil?" asks a boy next to Dawn. Dawn opens up a geeky pencil bag and hands him one. "Thanks alot" he says, but now he's rotted, zombie like. He stabs at Dawn in the face. She screams, falling to the floor, covering her eye. The class jolts, and the teacher rushes forward, but Dawn checks herself and she's ok. She apologizes, saying it was a Bee, which she's alergic to, and asks to be excused to go to the washroom. "Guess it runs in the family" a boy remarks.

In the bathroom, Dawn sits in a stall quietly, collecting herslef, but then she hears sobbing. She tries to follow the sound.

Buffy walks briskly down a hall and bumps into principal wood, who wonders what she's still doing there. They begin to talk...

Dawn investigates the bathroom stalls, and finds a girl,huddled up on the toilet, crying. The girl says that someones in there with them. Dawn says it's only her, but the girl shakes her head "no, it's not."

Principal Wood admits to knowing about Buffy, a little more than he should. Buffy finds that "interesting."

Dawn is kind, introducing herself and offering to get the girl out of there. "Kit" the girl answers as she rises up slowly. Dawn asks if she saw something creepy. "you wouldn't believe me" says Kit, but Dawn says she wouldn't be too sure... They both look up in the mirror and are suddenly surrounded by three zombie-ghosts! Then the lights flicker and explode above them! Screaming, Dawn grabs Kit's hand and they start to run out, but zombie hands burst up from the floor, impeding their way. Suddenly the floor gives way, and both girls fall through a large hole.

A shocked look is on Willow's face as she pants, trying to catch her breath. Giles holds her in his arms, telling her to relax. They're both outside of an English estate, on the front lawn. As she catches her breath, Giles asks her what she remembers. Willow says they were talking and then... suddenly she jerks her hands up from the ground, as if scared. "I felt the Earth... it's all connected." She says she saw the Earth and it's teeth. "The Hellmouth..." Giles remarks. "It's gonna open... it's gonna swollow us all..." the Wiccan says.

Kit helps Dawn come to. They are now in the basement, with no chance of reaching the hole above. They go off in search of a staircase.

Seems as if Principal Wood has been going through Buffy's old school file... a very thick school file. Buffy says there were "factors."

As they walk, Dawn asks Kit if the zombies said anything to her. They told kit that they died here, and that she would die here... everyone dies here. Just then, Dawn and Kit stumble upon a boy, the teen who Buffy saw earlier with the Basketball. He came down to the basement for a smoke, and he ran into who he thought was the janitor, but it turned out to be another zombie-ghost! They ask where he came down stairs, but the teen admits that he has no clue, that he "ran like a girl." Just then, the three teens are confronted by three zombie ghosts, an older man, a Teen boy, and a teen girl. All three have rotting skin and comment that they all tried to run, but couldn't. As they advance, Dawn says "oh! I've got a present!" as she reaches in her back pocket. Kit asks what it is, and sees Dawn pull out a cell phone "it's a weapon..."

Still with the principal, Buffy starts to try to convince him that Dawn is actually much worse than her record was, and that maybe she should be suspended, which the principal smiles at. Then Buffy's cell phone rings (the principal comments they don't allow cell phones in school because they're loud). Buffy gets the description from Dawn, but plays it off as a "Dog walker" phoning her. The principal hears the word "dead" and gets concerned. Buffy has to get going soon.

"And Buffy? isn't this reception amazing? i'm in the fricking BASEMENT!" Dawn remarks, as she nods understanding and turns off her phone.

Buffy excuses herself, with Principal Wood wishing her luck with her "Dog Tragedy."

Dawn, Kit, and the boy teen wait patiently for Buffy to arrive. Dawn asks where the zombies went, looking around and seeing nothing. Then one grabs her from behind...

Buffy walks into the washroom and jumps into the hole, landing in the basement. She looks around the maze of dark corridors and starts to call for Dawn. She calls her on the cell phone, but one of the zombies answers, saying she's too late. The older zombie then appears in front of her. Buffy then confronts the zombie ghost, asking what it wants "Fear? Revenge? Tasty Brains?" The younger zombie teen walks in behind the first, then the girl teen zombie, claiming that Buffy was too busy with her dead boyfriend while she was being ripped apart by a werewolf. All three start to blame her, but she interrupts, saying she doesn't care how they died, only that she wants to know where her sister is. They say "This place is ours now, it was built on our graves. All we want is for you to leave, so we can rest again." Buffy notices they are trying to interpose themselves between Buffy and a door. After two brief struggles, Buffy finally gets to the door and wrenches it open to run smack dab into... SPIKE!

His hair is a riot of curls, and he hasn't bleached it in weeks. He looks at Buffy, his face grim. There are shadows under his eyes and he looks as though he's ten minutes past the end of a crying jag. Buffy stares at him, her mouth open, shock plain on her face. For a moment she stares, unable to speak, unable to believe he's really in front of her.

"Spike?" she says, very tentative, not quite a whisper, and when he hears his name, his face softens. It's almost as though he wasn't sure she was real. "Are you real?" she says, and seems a little afraid of the answer.

He laughs at that, a wild, mad laugh that goes on too long. But he shakes off the madness, looks at her, makes some inner decision. "Buffy," he says softly, and reaches out, touches the side of her face. She watches his hand, and maybe it's wishful thinking, but she seems to lean into his touch just a fraction.

"What?" She's confused. "Duck? There's a duck?" A steel pipe comes down on the back of her neck; the zombie janitor has blindsided her. She falls.

Spike steps back. We see that his shirt is open, and there are healing cuts all over his torso. "No visitors today," he says. "Terribly busy." He steps back into the room.

The janitor zombie whacks at her with the pipe again. "Told you he'd get out," Zombie #2 says.

Buffy fights off the janitor and backs into the room with Spike. She closes and bolts the door. "They'll probably show up in a sec."

From behind her, Spike says, "Nobody comes here." He's standing in the shadows, and he can't look at her. "It's just the three of us," he says. She doesn't catch the number; she's too worried about Dawn.

"Spike," she says, all business now, "Have you seen Dawn? She came down here with some kids..."

But he doesn't let her finish. "Don't you think I'm TRYING?" he says, almost shouting. He's distraught now, and I don't think he's really talking to Buffy, here. He backs up, toward the wall. "I'm not fast," he says, "I'm not a quick study."

Spike looks at her, lost, frightened, ashamed. "I dropped my board in the water," he says, his voice breaking, "and the chalk all ran." He looks down, unable to meet her eyes. "I should have been caned."

Spike laughs, short and bitter. "Shoulda seen =that= coming," he says. The laugh has a tinge of hysteria in it.

Buffy starts toward him, slowly, carefully, and he pulls his shirt tight around him and moves away, back against the wall, toward the dark corner. She follows him, taking care not to frighten him, and slowly reaches out to move the shirt. He turns his head, but lets her.

She sees the welter of long, healing slashes over his heart, and it frightens her. "What did you do?" she asks.

He still won't look at her. His voice is very low and full of shame. "I tried to... I... tried to cut it out."

She stares at him for a moment, appalled and more worried now than she was before. Perhaps she' about to say something, but her cell phone rings. She steps away from him to answer it, buit turns when she hears Spike slump to the floor, his hand to his head, muttering.

She asks where Dawn is, and they try to figure out what the zombie things are. They disappear too quickly to be zombies, and they're too solid for ghosts...

He gives a slight nod. "Manifest spirits," he says, stumbling a little over the words at first. "Controlled by a talisman. Raised to seek vengeance. A four year old could figure it." He's a little defensive, as though he wants to prove he's not as slow as he said he was.

Buffy tells Dawn to hang tight, that she can hurt the creatures and to find a weapon. She hangs up when Spike stands. "Spike, you gonna help me out?" she says, as though she expects him to say yes.

"This is my home," he says, his voice much stronger; almost like the old Spike. "I belong here. I've always been here." He steps back, tries for the old, confident slouch against the wall, but he can't pull it off. He tips her a mock salute. "Cheers for stopping by," he says, but his voice wavers and he turns away from her. "Through the wall," he mutters. She starts to turn away, but looks back at him, worried, and his shoulders hunch as he turns his back to her, his hands on the wall, fingers clenching on it. Though he's trying not to let her hear, he's whimpering. Or crying. Or perhaps both.

She doesn't know what to do for him, doesn't know how to deal with this; something is dreadfully wrong. Besides, Dawn's in danger. "Well, I'll...get back to you," she says, very troubled, and leaves.

Out of the room, Buffy calls out to the "dead guys", and wonders where they went. She tries to reason it out, and then remember's the comment about the Talisman. She jumps on her cell phone again. "Xander..."

Dawn tells the two teens to look for weapons to hold the zombie-ghosts off. The boy finds two bricks. Dawn asks Kit for her purse, which she empties on the floor. The three zombies appear again, saying they'll never get out, that they picked those three teens because they won't be missed. Dawn rushes forward to do battle, with the purse loaded with two bricks as a weapon. She blasts the woman zombie-ghost, but then the older one punches her. Kit screams.

Xander rushes into the bathroom, almost falling into the hole in the floor. "Oh! Contracty goodness!" he smiles, but then goes hunting for the talisman.

Just as the older zombie-ghost is going to rip Dawn's arm out, Buffy bursts in and starts kicking ass. She grabs the purse-weapon from Dawn and starts to do battle with the three Zombie-ghosts, letting em have it good, but the three keep coming...

Xander crawls on the floor and finds the talisman, but is jumped from behind by a zombie-ghost, who starts struggling with Xander.

"You really wanna keep this up?" Buffy asks as she fights the three bad guys. "Whaddya gonna do... kill us?" the older one answers.

Struggling a little, Xander breaks the talisman in half with a yellow-greenish 'poof' of energy. His Zombie-ghost dissapears in the same colorburst.

... as does the three Zombie ghosts in the basement! The guy asks if they're gone. Buffy says yes, "must have broken the talisman." Dawn asks how she knew it was a talisman? "It's always a talisman" quips Buffy. She then questions who put it there? "You really weren't kidding about this place" Dawn says as the three girls and guy head out "it hasn't changed." "I dunno, it seems smaller..." Buffy says.

In the hall, Buffy helps the three re-group, reassuring them that they'll be ok if they stick together. Kit hugs Buffy, and the boy says that Buffy is the coolest mom ever, to which Dawn uneasily kisses Buffy's cheek and heads off with the two other teens. Buffy primps her hair uneasily at the mom quip as Principal Wood walks up, thinking it very curious that Buffy has been talking to "Carlos" and "Kit", two known troublemakers who's files are almost as thick as Buffy's. Principal Wood saw how Buffy handled them, though, and likes that she got them not only socializing, but on their way to class! He then wonders if Buffy wouldn't mind sticking around the school more. She questions what he means, and he points out that there's money in the school buget (though not much) to pay to have someone stick around a hours during the week. She asks if she's being hired as a councellor, but the Principal says no, not a councellor, but instead "someone closer to their age who they can relate to." "I'm in." Buffy says without a second thought. Principal Wood comments again that the pay is not good, but Buffy smiles and says her schedule isn't hot either.

In the basement, Spike crowches on the ground, hugging himself, talking to himself: "Everything is... I had a speech. i learned it all. Oh, god, she won't understand, she won't understand..."

Warren appears, pacing around Spike: "Of course she won't understand, Sparky. I'm beyond her understanding. She's a girl... she's sugar and spice and everything... useless unless you're baking... I'm more than that. I'm more than flesh..."

Morphs into Glory: "more than blood. I'm... you know, I don't think there's a human word fabulous enough for me! Soon my name will be on everyone's lips, assuming they're lips haven't been torn off. But not just yet... but that's alright, though...."

Morphs into Adam: "... I can be patient. everything is well within parameters. She's exactly where I want her, and so are you number 17." Adam looks down at a confused, listening Spike. "You're right where you belong..."

Morphs into Mayor Wilkins, who crowches by Spike: "So what dija think, you'd get your soul back and everything would be jim Dandy? A soul is slipperier than a greased weasil, why do you think I sold mine? Well, you probably thought you'd be your own man, and I respect that..."

"But you never will... you'll always be mine..." Drusilla caresses Spike's ear and cheek, with Spike unmoving. "you'll always be in the dark with me, singing our little songs, you liked our little songs, don't you? you always liked them, right from the beginning..."

"And that's where we're going" She rises, morphing into the Master "Back back to the beginning. Not the Bang, not the Word, the true beginning. and the next few months are going to be quite a riot, and I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic smuck, if it hasn't sunk in already... Look at you, trying to do what's right, just like her. You still don't get it.. it's not about right... it's not about wrong..."

Frankfurt, Germany. A woman is running outside of a dance club. She is dressed semi-goth-punk, with combat boots, peirced nose, and bright red-streaked hair. Two hooded figures are in pursuit. Up and down the side of a building, through hallways and down rainspouts, the chase continues. Just as she starts to relax, the hooded figures pull her inside a side room. A brief struggle ensues, but they gain the upper hand and stab her with ornate daggers. Leaving quickly, her head turns towards the camera, her eyes turn black, and she says in an echoey voice "From beneath, it devours..."

Buffy awakes in her room, startled by a bad dream. Dawn is there at her bedside. Buffy tells of seeing a girl in the dream and repeats "From beneath you, it devours..." she then gets this blank expression on her face and goes towards the night-time window, musing how there are others like the girl out there, and they're going to die.

Out on a Sunnydale street, the ground starts to shake as a large burrow mound appears, moving down the center of the street, tearing up the road.

In the high school basement. It's dark, and dank, and there are rats. "No, no, no, no, no, no." It's Spike. He peers around a stack of crates, looking at the rat. "Now is not the time. You know it, I know it." HE comes out from behind the crates, stealthily, sneaking up on a rat sitting on a box. "But making them understand it, that is a tooooootally different matter." He comes closer to the rat, crouching down, stalking it. "No manners is the problem. No breeding. Lack of etiquette. All of it lacking, all of it lost." He's getting ready to pounce on the rat when the earth begins to shake. He stands up, stumbles back into the stack of crates. "Not the time, not hardly ready," he says, and the shaking grows worse. He puts his hands to his head. Something is hurting him. "Stop!" he says, but the pain only increases. He falls to his knees. "Please stop," he says, "begging now, begging stop..." But the pain increases. "Oh God..." He's on his knees now, doubled over, and the pain keeps on coming, and he throws his head back and screams, eyes wide.

Dawn is smiling from the back seat of Xander's car. Xander is driving her and Buffy to school as Dawn goes on about how cool it is that Buffy has a job there, but upon further analysys while mentioning that they'll be at school together, "you understand you can not talk to me, look at me, or hang out with any of my friends, right?" Buffy assures her she'll keep her distance. Xander then starts talking about teen problems, especially with the school on the hellmouth, and he makes Buffy smile by saying the kids are lucky to have both a friend and a Slayer helping them out. Dawn questions Xander's liking school. Xander says it was good, only because he was dating then. Talk of him dating is then mentioned, but he says he just doesn't feel it yet. They turn the talk to Anya and question if he's seen her lately? He mentions he's bumped into her at the Bronze a few times, probably looking for women who wish scorn. "That's where I go to get my scorn on..." Muses Buffy. Dawn says the two of them should really stop with the dating demons thing, but then Buffy kindly reminds her about her smooches with teen vampire last Halloween.

Principal Wood introduces Buffy to her office (more like an open cubicle) and talks to her about her job. He explains that she's not supposed to counsel, but more just listen and talk to the students. Buffy's eyes light up with an idea "Can I give detention?" (yes, Wood gives her permission). More talk about how to handle the students, with Principal Wood telling a lame old joke. "There's only three things these kids understand: the boot, the bat, and the bastinada..." He chuckles, she doesn't. He is embarassed at the joke's telling, but Buffy gives a dictionary definition of what a bastinada is (some sort of wooden rod?). Buffy then questions why she got this job in the first place, not having any college degree, and only commenting on her sparkling personality and her excellent work at the DoubleMeat Palace (to which Principal Wood mentions he's a vegetarian). Principal Wood simply says he needs someone who understands the students. Two teens who are obviously busted come in and Wood gets called away. Buffy calls after him, saying she'll just look around the place and get aquainted.

"Basement: No student access" reads the sign on the door as Buffy goes downstairs, calling out for Spike.

In Westbury, England, Willow sits in a doorway overlooking the countryside, sitting on a packed suitcase. Giles comes up, saying her taxi is there and waiting. Willow expresses severe doubt about going back, wondering if she's ready. She thinks it might be better if she stays, to which Giles agrees it might be, but he questions why exactly she's scared. Willow starts mentioning the Hellmouth and how it's teeth are now showing, doubting she'll be able to be a "bigger badass" than whatever is coming? Then she wonders if she'll go all veiny and homicidal again... But Giles knows she's just worried about her friends taking her back. Giles says no matter how much time goes by, there is no way of knowing whether they'll take her back or not. "Trust yourself, and the others might follow" he says as they head off towards the taxi.

On a nighttime Sunnydale street, a woman walks her dog, who stops behind her to do his business. Suddenly a "crunch" is heard, and the woman looks back to see the leash's end dropping down into a hole in the pavement, no dog in sight. Then the leash goes taunt, and the woman starts being pulled towards the hole. At the hole's mouth, something bursts up from the pavement in front of her.

The woman runs down the street, out of breath, and runs smack dab into Xander "um... hello?" he says.

"... and whatever it was, it was big... and strong..." The woman talks to Buffy, Dawn, and Xander in the Summers living room. Buffy bandages the woman's hand as the woman says they probably think she's nuts. "We've seen things too, Nancy" says Buffy. Xander makes a bad joke about her dog and is instantly embarassed. Dawn asks what it sounded like, to which Nancy says it rumbles like when an Earthquake is going to start. Buffy muses "from beneath you it devours..." but then shakes it off, giving Dawn a glance. Dawn then asks if they should round up the gang, but Xander motions around "This is the gang." Buffy re-assures Nancy that everything will be all right. "What you need is help... fortunately, you've got me" says Spike, who has appeared in the hallway. His hair is back to it's normal length and color, and he wears... erm... "normal" clothes. Buffy is, needless to say, shocked.

Commercial break:Say! You looking for a low-cost, high gas mileage SUV which is above all in safety and comfort? Me too...

"I'm thinking it's more complicated than that," Nancy says, almost under her breath.

"You've changed," Buffy says to Spike. Just on the edge of snark. "New clothing, better hair. Not so much with the crazy. I like it. Now what do you want?"

The old Spike would have snarked at her. But this isn't the old Spike. "Easy. If you think I like putting myself in here, surrounded by people who don't particularly like me, you'd be wrong." He looks at the gang, who are all staring daggers at him.

Xander pushes off the sofa. "If you're uncomfortable," he drawls, "we can -make- you leave."

This is not the old Spike. Xander doesn't even get an eye-roll. "I'll be quick," Spike says to him, almost apologetically. Then, to Buffy: "We need to talk. You want to do that here, or privately?"

Xander doesn't let her answer. "I'm thinking here, in the company of good friends and pointy weapons," he says, just daring Spike to make something of it. He gets a Buffyglare.

He steps into the room. "Before I start, and for the record," he says seriously, "Last you saw me, I was a mess, I admit it. Last week, living in the school basement...well, you saw me."

This is news to Dawn and Xander. Dawn stands up, looks accusingly at Buffy. "You did?"

Buffy so doesn't want to get into this right now. "Guys, just a second, okay, yes, I saw Spike, I just..."

"What, you just forgot to mention it?" Dawn is holding it in, but she's furious.

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

"Right," Dawn comes back. "Cause that seems to be the only time you let us in, Buffy. Whenever you want." There's going to be door-slamming and the silent treatment for weeks, here...

Spike tries to help. "Now, in fairness to Buffy...," he begins, but Xander cuts him off."

"Shut up, Spike!" He SO wants a piece of Spike, but he's not going to take the first swing.

"Okay. Guys..." Buffy throws a stern glance and Xander and Dawn, then motions Spike out into the hall. There's a moment of awkward silence when they're alone.

Buffy breaks it. "Do not start by saying you're sorry," she says. Because that worked out SO WELL the last time...

"I was hoping you'd tell me." He's not being snarky, here. "You're the Slayer, connected to the visions, long line of worthies, right? I'm just a guy with his ear to the ground, and even I can feel it. Something's coming. Something so big, ugly and damned that it makes you and me look like little bitty puzzle pieces." She stares at him Well, if I'm wrong, say so. Lovely, no hard feelings, I'll walk out that door and you can lock it behind me with any spell you like. Am I wrong?

"Everything about you is wrong, Spike." He nods. Expected that, he did. Crazy, after all. And, well, Buffy... He starts for the door. And then she goes on. "But something is coming."

He comes back. "You're gonna need some help." It's a statement, but not an in-your-face one; more of an offer.

"I didn't. I'm just a guy who can lend a hand if you'll let me." He hasn't once snarked back since he arrived; he's been calm and placatory and very...UnSpikeLike. "Ball's in your court, Slayer." And he's not pushing, either.

She decides to let him help; we next see them back in the living room. Buffy is in General mode. "Xander, take Nancy home." Spike looks up, a little startled. With two teams, that leaves him with Buffy.

Nancy wants to know if Xander's girlfriend is always this...commanding. Xander is confused for a second, and then makes a huge point that Buffy isn't his girlfriend.

"Xander?" Dawn says, in that tone you use when someone has spinach in their teeth. She dabs at the corner of her mouth. "Little drool?" Xander looks embarrassed; Nancy looks a tad amused, in a good way.

And Xander's throwing a penalty flag. "Okay, in the biggest way, I' am not loving this plan," he says, coming close to Buffy. "I'm not loving Spike. He tried to rape you." He whispers this last, as though to keep Spike from hearing.

Buffy gives him a solemn look. "And he failed," she says, low. Not giving an inch. "I know I can take him." Xander doesn't seem very reassured. Just to emphasize that she's the one in charge, she reiterates the order. "Xander take Nancy home. Spike and I will patrol."

Dawn, left out of the action, appropriates control. "I'm command central," she says. "Everyone check in with me." Buffy must give her A Look; in a much more subdued voice, she goes on, "Okay, I'll be here doing my homework, but the other thing sounded cooler."

Buffy smiles at her. "Be safe," she tells Dawn. Then she nods at Spike. "Let's go."

"Righty-o, then," he says, and starts after her. But Dawn stops him as he passes her. Not touching him; it's all in her very cold voice.

"Spike? You sleep, right?" He looks confused. "You, vampires," she elaborates. "You sleep."

She stares at him. There's nothing left of the affection we used to see. "Well," she says softly, calmly, "I can't take you in a fight, even with the chip in your head. But you sleep." Her eyes narrow the tiniest fraction. "If you hurt my sister--touch her--you're going to wake up on fire." She is mortally serious, and her expression is eloquently dangerous.

"Fine with me. I was more than half expecting to get an earful," Spike says. "And when did your sister get unbelievably scary?"

Buffy stops. "What are you doing?" This calm, unperturbable Spike is weirding her out.

He turns back to her. "I told you once, straight up, I'm here to help," he says. "That's all." He stops , looks at a huge hole in the sidewalk. "Think this here's our spot?" It's obviously a change of subject.

Spike peers down into the hole. "I don't fancy sticking my head in there," he says.

"Well," Buffy says, "if something bites it off, that'd be a clue." Pushing a little. But Spike only starts moving the chunks of cement so he can get a better look. SO not the old Spike...

He looks up at her. "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 me. Made me see things. Do things. How come you never told anyone you saw me?" It's more idle curiosity, an attempt at conversation, than a real need to know.

"I guess I was hoping you were some kind of mirage." Another push. He still doesn't rise to the bai.

"Sorry to disappoint." He looks back into the hole, moving the flashlight around, but he can't get a good view. He holds the light up to her. "Hold the torch."

She hesitates a second. He's holding the thing so that it'll be impossible to take it without touching him. But she reaches out, gakes the flashlight. Suddenly, she's back in the bathroom, he's on top of her, ripping open her robe. She flinches away from him.

"This...us working together," she says, uncomfortable, "it's not a way for us to get back together, if that's what you want."

"It's not," he says, very matter-of-fact, as though there shouldn't even be the question . "Look, I can't blame you for being all skittish..."

"Skittish?" She interrupts him. "That's not a word I would use for it." Her face is grim. This is painful, but it has to be said. "You tried to rape me. I don't have the words."

"Neither do I." He goes back to his examination of the hole. "This is painful for him, too. Can't say sorry. Can't use 'forgive me.' All I can say is, Buffy, I've changed." He looks up at her.

But maybe not as much as he thinks. "I just don't know what you've changed into," she says. She's been waiting to ram that one home. "You come back to town, make with the big surprises. Twice. I don't know what your deal is, Spike, but there's something you're not telling me."

He looks at her. "There is," he says. Matter-of-fact again. "But we're not best friends any more, so too bad for me. I'm not sharing." That sets her back. "We've been through things, the end of the world and back. That can be useful, 'cause, honestly, I've got nothing better to do. Make use of me if you want." There is not the slightes trace of anything suggestive in that comment and he seems not to realize it might possibly be taken as suggestive. He goes on, changing the subject again. Back to business. "And there's nothing here. Bit of slime, mounds of displaced dirt and such. Whatever our beastie is, he's gone." He gets up, dusts off his hands, and walks back past Buffy.

Entering Nancy's home, Xander and her do the light awkward banter thing. She thanks him, then says it doesn't sound right with everything he has done for her. She then asks if she can give him a call sometime. "To check in?" he questions. "No, actually I'm hitting on you." she answers. As he says yes and she turns, saying goodnight, the ground starts to shake. "Ah, Nancy, i just got a swell idea... RUN!" they both race down the hallway, with the floor bursting up behind them in a line. They reach some stairs and a landing where they are seemingly safe. At the foot of the stares, a giant worm like thing roars at them, opening its mouth (if you've seen Tremors, it's like one of those worms without the inner tentacles.). The worm dissapears and Nancy catches her breath, saying that Ronny would love this. Xander questions who Ronny is. She says Ronny is her ex, and he was trouble. Xander asks if he was the type of guy who would raise a demon, motioning to the floor. Nancy says that he was just an abusive bastard and wouldn't leave, always hovering. Nancy then talks of helplessness, and says she wished that it would stop. The word "wish" triggers something in Xander...

At the Bronze, Anya is having drinks with a woman who is compaining about her boyfriend. "And you know what I wish?" the woman asks. "God do I want to." answers Anya, smiling.

Commercial Break: Quality Dartboard bullseyes at low, affordable rates! If you are looking for the bullseye of a dartboard, then Greg's Bullseyes are the ones to get!.

Buffy, Spike, Xander and Nancy come up to the table in the Bronze where Anya is trying to get a wish out of a girl whose boyfriend cheated on her. The girl leaves. Xander asks whether she turned Nancy's boyfriend into a worm, and she says yes. Anya says she thought Nancy understood what the deal was, she had a quota, Ronnie had it coming.

Nancy wants to know who this woman is, and Xander, after a tiny fumfuh, says she's his ex.

"Ah-ah-ah!" Spike says, and comes over, grabs her arms. She wrestles his hands away. "Get your hands OFF the merchandise, Spike! You don't get to go there again..."

"Oh, please," he replies, all disdain. "I've already forgotten about our little time together."

Poor Nancy is confused. "I thought you were Xander's ex-girlfriend," she says. Right. "But you and Spike...?"

"Is there anyone here who hasn't slept together???" This is just soooo... Xander and Spike look at each other, but immediately avert their eyes. Perhaps they look a touch...uncomfortable?

More conversation about Ronnie. Buffy points out that worms are tiny, and Ronnie wasn't.

"Sluggoth demon," Spike says. A natural predator that died out during the Crusades. Anya says it was the same phylum, she just embellished a little.

"Bite me, Harris," Anya says. She has rules, vengeance demon rules, that they can't understand because they're still so... "Human." Comprehension dawns.

"I'm not," Spike says, and steps right into her personal space. There's a subtle swagger to him, that "I know I'm dead sexy" thing he does. "I'm a demon, just like yourself, Anya." She looks at him, a little surprised at first, and her eyes widen. He misses it, and goes on. "Now, you're going to turn him back, like a good little vengeance demon, or I'm going to..." He trails off as she stares at him. "What??"

He realizes that she knows. "Right, let's go," he says, and starts to leave, but she grabs his arm.

"Nothing." Spike's desperate to get out of there. "Let's go, we've got worm hunting to do." He pushes Anya away.

"You shouldn't be able to..." she says, and comes back, latches on to his arm again. "How did you get it?"

Spike tells her to shut up, but she won't. He hauls back and punches her in the face. While she down, he punches her hard in the face again, and she kicks him flying onto the pool table. She stands up, in her demon face. "I am SO gonna kick your ass," she says.

Spike comes off the pool table crotch-first. Oh, boy, a fight. With a demon. He grins and starts to make a snarky comment, but Buffy catches his arm and turns him around. "You haven't changed," she says, disgusted, and belts him one. Just a tap, considering she's knocked him across rooms before. He doesn't even hesitate; he belts her right back. She hits him again, a little harder. He goes to one knee, and when he comes back up, he's in game face, grinning.

"Working out some personal issues, are we?" he taunts. This is Season Two Spike, raunchy and cocky and having fun. Buffy hits him, then kicks him. He staggers back.

"Hey, I guess this would be first contact since...you know when..." He's baiting her. "Ready for another round on the balcony, then?" This time, she knocks him down. He just grins and gets up. "You're right, love," he says, "I haven't changed. Not a -lick-. And watching your face while you tried to figure me out was absolutely delicious."

Xander breaks in, tells her that Nancy has disappeared. She leaves to go after Nancy. Spike, still vamped, tosses one last taunt after her: "Hey, is that it? Little touchy-feely and then off to the bat-poles?"

Nancy walks down a side alley when the ground starts to tremble again. The pavement crumbles up behind her and starts chasing her, winding a path wherever she runs. Pounding on doors, looking for an escape, she calls for help and eventually runs and jumps on a fire escape. The rumbling briefly stops, but then starts again as she climbs. The fire escape starts to give as the worm is apparently battering the underside of the building!

Buffy swings to Nancy's rescue. When the worm bursts up through the ground right in front of her, she gets ready to fight. But Spike leaps down from the rooftops, goes to the wall and rips a metal bar off. "You've had your turn, love," he says. "Leave the real battles to the demons, yeah?" He takes a step back, hefts the makeshift spear. "That's right," he says, "The Big Bad is back. And looking for some =death.=" He charges the worm, but at the last second the worm turns into naked, confused Ronnie. The metal bar goes through his shoulder, and he screams, and so does Spike, as his chip fires. When the pain stops, Spike stares at Ronnie, still impaled on the bar, and his eyes widen in horror. For a moment he's silent, appalled at what he's done. "I'm sorry," he whispers, and pulls the metal bar out. Ronnie collapses, and Buffy immediately pulls a blanket out of a nearby trash bin and covers him up.

Spike looks at the weapon in his hands. "Right," he says, sounding confused. Then, stronger, "Wrong. Wrong maneuver. Not hardly helpful. God, please help me..." He looks at Buffy. "HELP ME!" he shouts, desperate.

"You're not the one who needs help," Buffy snaps. She leans down to check on Ronnie. "He's going into shock."

Spike is pacing now, getting as far as he can from what he's done. He's muttering frantically. "No, no, too much, too much, too muchtoomuchtoomuch. Inside me, all the way, deep, deep, deep inside me..." His fingers scrabble at his chest, as though he can feel whatever it is, trying to get out.

"Look, Spike, whatever you're doing..." But he shouts and flails at something she can't see.

"Get away!" He tries to protect himself from something Buffy can't see; he's not totally with her.

"Oh, oh, lucky girl," he says, his voice rising, breaking. "Call it quits, now there's an option. If only it was so easy, if only, if only, if only...." He turns to some invisible someone, mightily pissed off. "What the HELL are you screaming about? I can hear you. No need to SHOUUUUUUUUUUUUUUT..." The word starts out angry, but turns into a cry of pain; he clutches his head and goes down to his knees.

Almost immediately, his expression changes. "I get it," he says, eyes narrowed. "Joke's on me, lots of laughs." He stands up, twirls the piece of metal he's still holding. "Bring the wife and kiddies, come see the show," he says. There's an undertone of bitterness in his voice. "Gonna be a circus. This..." He comes to Buffy, slaps the bar down on the ground beside Ronnie. "Just the beginning, love. A warm-up act." His voice turns dark, scary. "The real headliner is coming, and when that band hits the stage, all this..." He stands up, opens his arms to indicate their surroundings, or mabe Sunnydale. All of this will come tumbling in screaming and horror and bloodshed."

Buffy is staring at him, dumbfounded. He's gone from perfectly rational and calm, to raunchy, to staring mad with in a few minutes. And then he speaks the words from her dream. "From beneath you, it devours." His face changes; he seems grief-stricken. "Poor Rocky..." His face twists; he's almost crying. He realizes that she's seeing this, and tries to hide it. When he can't control his emotions, he runs off, fast.

Buffy comes to the chapel beside one of the cemeteries. There's light flickering through the windows, and she goes in. The place looks empty, but there are candles lit. She walks up the aisle, wary, listening, but she's still surprised when Spike steps out of the shadows, bare to the waist and holding out his blue shirt.

"Didn't work. Costume. Didn't help. Couldn't hide." He puts the shirt over the back of a pew.

He nods. He seems lost, and he's been crying. "No more mind games," he says, his voice small. "No more mind."

She's beginning to realize that something is dreadfully wrong with him. "What happened to you?" she says gently, and reaches out to touch him.

He cowers from her, raising his arms as though to protect himself. "Hey, hey, hey! No touching!" He's afraid. He looks at her, curled away from her, broken. "Am I flesh? Am I flesh to you?" His voice cracks. "Feed on flesh," he says, not really talking to her, avoiding her eyes. "My flesh. Nothing else, not a spark." He seems to hear an answer, or perhaps a comment from the invisible something that talks to him. "Oh, right flesh, then," he says. He lowers his arms, but he's still turned a little sideways, his shoulders hunched as though he expects a blow. "Solid through," he goes on, ducking his head a little. "Get it hard, service the girl..." He makes it sound like something unpleasant, as though he'll be lying back and thinking of England the whole time. He starts to unzip his pants, keeping his eyes away from Buffy.

She freaks. "Stop it!" she screams, and grabs his hands, pulls them away from his pants. His hand is immediately around her throat, but it's a reflex, and the next second she hurls him across the chapel. He crashes into a pew, breaking it. He's a little stunned, and lies there for a second. Then he sits up. "Right," he says, sounding a little bewildered; this always used to work. "Girl doesn't want to be serviced. Because there's no spark." He looks around, seeming to notice the wreckage of the pew. "Are we in a sodding engine?"

"Spike, have you completely lost your mind?" She's looking at him as though he's suddenly grown two extra heads.

"Well, YES," he says, and for one moment he's the old Spike, big with the DUH. "Where've you been all night?"

She's still trying to take in what just happened. "You thought you could just come back and...be with me?"

"First time for everything," he mumbles, not looking at her, and gives something that might be a brief, bitter laugh.

"The spark. The missing... the piece. That fit. That made me fit." His breath catches as he talks, his voice trembles. "Because you didn't want m..." He's almost crying again. "God, I can't. Not with you -watching-." He scuttles backward, away from her, into the shadows. He stands up, walks deeper into the darkness. The moonlight gleams on his bare shoulder, but his face is completely hidden in the shadows.

"I dreamed of killing you," he says. Is he making a statement, or expressing a wish? She doesn't know; she leans down and picks up a sharp piece of wood from the destroyed pew. "I think they were dreams." He moves farther away, into a corner. "So weak," he says. "Did you make me weak? Thinking of you, holding myself and spilling useless buckets of salt over your..." He can't even say the word, and choses another. "Ending." He makes a sound that is almost a laugh. "Angel. He shoulda warned me."

"Makes a big show of forgetting," he goes on, "but it's here. In me. All the time. The spark." The word is a curse now.

He steps out of the shadows. "I wanted to give you what you deserve," he says. "And I got it. They put the spark in me, and now all it does is burn."

He looks at her, perhaps starting to be a little alarmed. "It's what you wanted, right?" He looks up, not talking to Buffy any more. "It's what You wanted, right? And and now everybody's in here. Talking." His fingers dig into his temples, and he walks away from Buffy, toward the large cross at the front of the chapel. "Everything I did, everyone I.. and him. And It. The other. The thing. Beneath. Beneath -you-. " His shoulders slump, his head hangs bowed. "It's here, too. Everybody. They all tell me go..." He turns, gives her a pitiful look. She stands there, stunned, struck dumb by it. "Go...to hell," he finishes.

He interrupts her. "Buffy, shame on you. Why does a man do what he mustn't? For her." His voice begins to break. "To be hers. To be the kind of man who would nev..." He breaks off, unable to continue, and turns away from her again. "To be the kind of =man=..." The word is almost a sob. He steps forward, toward the cross. "And she shall look on him with forgiveness, and everybody will forgive and love. He will be loved." Buffy watches him, her throat working, and tears spill down her cheeks. "So everything's okay, right?" He steps up to the cross and calmly, peacefully, puts his arms over the crossbars, lays his head beside one arm. Smoke begins to rise from his flesh as it burns. "Can we rest now?" he says quietly, as Buffy continues to cry. "Buffy? Can we rest?" We see him, draped across the cross, burning.

It's 9:24pm at Sunnydale airport, people disembark a plane, walking into the terminal. A child goofs off and his father repremands him. Xander, Buffy, and Dawn wait for Willow's plane to arrive, with Xander holding a large sign that reads "Welcome home Willow" in a very hard to read light yellow. Buffy and Dawn say she won't see the sign, it's so light, and they question why. Xander begins to talk about his heroic speech when confronting evil Willow, but then stops, realizing Dawn is being sarcastic. Dawn starts to get nervous, wondering what to do, how to handle seeing Willow again. Buffy wonders what to say. Xander suggests "Hi Willow." Buffy wonders how he can be so calm. Xander says he has faith in Giles, knowing that he wouldn't let Willow leave unless she was fully recovered, which Dawn agrees with with a "right." Buffy gives a sour look, which makes Dawn question "right?" Buffy admits to them that Willow wasn't completely ready, but that Giles said she had to come back early, she was doing really well, and they shouldn't worry. Just then Xander notices that there is still a problem... Willow is still nowhere in sight, and no more people are entering the terminal

It's 9:24pm at Sunnydale airport, people disembark a plane, walking into the terminal. A child goofs off and his father repremands him. Willow comes into the terminal, looking around for a familure face, but no one is seen. "Welcome home, me" she says, downtrodden.

In a dark alley, a street gang member tags a wall. Something watches him from a distance. "All alone..." it hisses. "Frightened to be all alone?" The man turns, getting scared, asking if someone's there. "The wind talks when you're alone..." the voice hisses and laughs. The man shouts for whoever it is to clear out, but then a his is heard and a slashing claw is seen.

Willow knocks on the door of the Summers home, but no answer comes. She lets herself in the back (a clock is seen reading 10:41pm). Calling out for Buffy and looking around, no answer is heard, no one is seen. Upstairs, Willow looks sadly in her and Tara's room and has audible memories of Tara's shooting when she glances at the window. She picks up a notebook, seeing Xander, Buffy, and Dawn's contact numbers. She then hears the noise of a door slamming downstairs and, dropping the notebook hard, races down to see, but finds no-one. Tired, depressed, Willow lays down on the couch and dozes off.

The clock reads 10:41pm as Buffy, Xander, and Dawn walk in the front door. They wonder what could have happened to Willow, questioning whether she doubled back. Dawn says that if she's ducking Giles, she may be evil, but Xander says that he's ducked Giles plenty of times, it just means that he got bored. Dawn suggests they check the answering machine. As they leave, Xander slams the door shut, and all three hear a noise coming from upstairs. They go up to investigate.

Later, the three come back downstairs, finding nothing. sitting on the couch, Buffy says she called Giles, who is in extra wiggins mode, and that he blames himself for Willow's apparent dissapearance. Xander feels guilty himself, thinking that Willow may just not want to see them, probably feeling unwanted. "So Giles is blaming Giles, and we're blaming us... is anyone gonna blame Willow?" Dawn says what's on their minds, but Buffy says if Willow wants help, they're there for her. It's her fault if she's not there for the helping. The three fade off the couch and Willow fades on. It is now morning, and Willow slowly wakes. She walks over to the a phone and calls Giles, but does not reach him, hearing that he's in a counsel meeting all day. She looks around the empty house, seriously depressed.

Approaching the burned out remains of the Magic Box, Willow finds Anya exiting holding a box of charred... things. Anya is VERY suspicous of her, asking her in a scornful voice what she's doing there, wondering why she isn't still with Giles? Willow says she just got back, but Anya questions back how, to kill people or if she's really all better? Willow is apologetic, Anya still sarcastic. Willow offers to help Anya clean up the Magic Box because she feels responsible, which Anya says she IS responsible. Willow says she's sorry. "Here's something you should know about Vengence demons. We don't ruth with the sorry. We prefer 'oh god, please stop hitting me with my own rib-bones...'" Willow tells her to continue, she deserves whatever is coming. "You don't mind? Well then that's no fun" Anya says, disheartened.

Willow sits on the curb, very sad, and Anya sits by her. Willow asks where everyone is. Anya says she's been busy with vengence demoning. She then asks where Dawn and the others are. Anya wonders why Willow hasn't seen them, then figures it's because they're still mad at her. Willow interrupts when Anya starts up about the Bronze confrontation, asking where she thinks the others would be. Anya says they're all probably somewhere around the High school, with Xander doing construction there, Buffy getting her new job, and Spike living in the basement, quite insane.

At the construction site of the High School, Willow looks down into a workpit, calling down for Xander, but the place is eerily void of life. She glances down at the ground to find a body completely skinless, barely any blood surrounding it.

"No skin" Buffy and Xander look down at the body. Xander had found the body first thing that morning and gave his crew the day off, then called Buffy right away. "I've gotta get a job where I don't get called right away for this stuff." Xander hears a noise nearby, glancing at a ladder. Willow is seen climbing up the ladder with a shocked look on her face. Xander says "Yeah, I know exactly what you're thinking... Maybe Willow IS back."

Commercial Break: Now available on VHS and DVD, America's Almost Funniest Police Car Chases!

In the halls of the High School, Willow walks as kids rush off to class when hearing a bell. Willow goes to a basement door and goes down. Looking around slowly, she is surprised by Spike, who tells her she needs special permission to be there, she needs to have a slip with a stamp. He is still quite out of it, as if he's holding a conversation with her and others at the same time. Spike mumbles that "you went away", and Willow says she did go away, but she's back now. She then says that she found a body, and she's been looking for Buffy, Dawn, and Xander, but she can't find them. She says the body had no skin, and asks Spike what could do that? "You did it once" he says. Spike continues to ramble about glowing, then gets flustered, saying he should go away. "Everyone is talking to me, but no one is talking to each other." He looks at Willow, then off in the distance. More rambling: "Someone isn't here...Button button, who's got the button? My money is on the Witch..."

Buffy and Xander walk down the basement corridor and hear Spike's murmuring in the distance. They approach him as he rambles on about someone not being finished. Buffy gets his attention. "You went away..." he says to her, then rambles about a body, asking if there is blood?

Buffy and Xander see that he knows something and they ask him for help. Spike gets flustered, saying he should go away. "Everyone is talking to me, but no one is talking to each other." He looks away, then at Buffy and Xander, who decide Spike is not of use and start to walk out. More rambling: "Someone isn't here...Button button, who's got the button? My money is on the Witch..." THAT line stops Buffy and Xander in their tracks. They question him again, wondering if he's seen Willow. Spike talks of a body and skin, saying that "they think you did it." He then excuses himself, saying he has to leave. I have to go. There are things here without permission. I have to check their slips."

Anya opens up her door to the concerned face of Willow, who walks in somewhat uninvited, asking for help. Anya says she doesn't have any money, but that's now what Willow needs. Willow tells that she found a body, saying something horrible happened to a boy, took his skin right off. "Was it you?" both of the gals ask each other in unison. "No!" Both answer. Anya says the others will probably blame her, but she understands that Willow wishes to do good, or at least discover who's really behind the horror so she isn't blamed. Willow again asks for help. "Is it difficult or time consuming?" Anya asks, shrugging her shoulders.

"This isn't gonna get all sexy, is it?" Anya asks. They both sit crosslegged on the floor, facing each other, candles surrounding them in the dark room, a map of Sunnydale lays between them. They are casting a spell that will cause a light to appear on the map wherever there's a demon. "Oh, pretty! Will it hurt the carpet?" Anya asks. They both sprinkle magic powder on the map and pinpoints of glowing light appear here and there. "Aaaaoooohhh! Hey look!" Anya points to a dot. "That's me. Hello!" Anya asks what the large group of dots in the center is, to which Willow tells her it's right over the high School, where the Hellmouth lies. Anya says things have been busy there lately. The large clump of dots then begins to grow brighter, and soon POOF, a small flame appears. Willow stomps out the small fire and lifts the map. "Hey! OK, remember our talk about the carpet?!?"

Anya says as she rushes to clean up the small burn. Willow looks at the map and says that one of the spots looks promising, a small group of caves in a rock cliff nearby. Anya says it sounds pretty thin, which is when Willow suggests she teleport over there real quick to check it out. It is then that Anya has to admit she can't teleport there, she can only teleport for official business. It's a privilige, not a right. It got taken away when she had to pull the vengence curse the previous week. Willow offers her sympathy to Anya, who says the vengence just isn't what it used to be. Willow says she thought Anya enjoyed... "inflicting." Anya says it sounds cool, but now it's quite upsetting. Willow compares her old situation with Anya's, wondering if she feels like her power isn't really all what she thought, and that it can be more trouble than it's worth? Anya says it's very overdramatically stated, but she's right. Anya apologizes to Willow for her sadness, and Willow does the same to Anya. "It did get a little sexy, didn't it?" says Anya, to which Willow momentarily smirks at, but then the witch shakes it off and heads for the door, saying she has to find the demon that killed the boy. Anya lightly tries to keep Willow there, asking if there's another spell she could do to help, maybe a spell to find Buffy and Xander? Willow says she tried that, and it went bad. The spell said that Buffy and Xander didn't exist.

In the Summer's home, Dawn is at a laptop, researching up demons who skin people. She is really into the computer research, asking for gory details in a matter-of-fact tone. Buffy and Xander walk aside, talking apart from Dawn, wondering if it is Willow responsible for the death. Buffy admits she thinks Willow did this, but then Dawn interrupts, saying she's found a good one, a demon called Gnarl. The demon has claws that paralizes it's victims, allowing it to then slowly peel off strips of skin to eat while the victim watches. Buffy questions why Dawn thinks this particular demon is the one. Dawn says they never mentioned blood, to which the research says Gnarl laps up the blood as a drink, leaving little behind. Now all they have to do is find the demon. Xander suggests Willy, but Buffy has a better idea, saying whoever did this had to have gotten blood on them...

Nighttime and Spike walks through a forest, rambling to himself. Dawn, Xander and Buffy all follow a short distance behind. Spike is following "the exciting smell of blood" and the others follow him. "It's Smellimentary!" Dawn says, then starts off musing about creating databases of demons and cataloguing bad guys. Xander bumps into Spike, who has stopped at a rock-cliff face. They look confused. "A vicious skin-eating rock cliff" Xander jokes at Spike's expense, but Spike pulls some brush aside. "There's a cave in it... I'm insane, what's his excuse?" he asks.

Willow stands at the cave opening. She slowly, tentatively crawls inside to find the inside lit by torches. She sees a figure move off in the distance, then out of site. "All alone..." she hears a spooky voice say.

"Dark and dank... I was hoping it'd be dark and dank" says Xander as the three enter the cave through the same entrance. Buffy shushes him, asking if he heard something?

"Look at the short Lamb, see how it trembles... is it the cold wind?" The voice of Gnarl taunts Willow "or is it the flock is nowhere to be seen?"

"All alone..." Dawn hears, and asks the others if they heard it. Buffy says it sounds close, but she can't place it. Suddenly Gnarl jumps out at Dawn and slashes her in the stomach. "Poison Paralyses" she mutters as her face begins to go void. Buffy and Xander grab her and start to head out, forgetting about Gnarl for now. They barricade the cave entrance with rocks.

Willow sees the cave entrance slowly covered, then hears the evil laughter of Gnarl.

"no way out... No way out..." the voice taunts. Willow starts a spell, calling for the Goddess for help, but the creature hints that magic won't work. Willow is scared, but offers to fight. The creature continues it's taunts, saying that Willow's friends abandon her.

In the forest, Buffy and Xander help a stiffened Dawn on her way. "Buffy, I'm really sorry..." Dawn mumbles through locked jaws. They are heading home to look up more info on the computer.

The creature continues to scare Willow, who is now slightly paniced, very scared. Gnarl talks of her friends abandoning her, to which Willow asks if they were really there, she saw nothing. Suddenly a flashing claw slashes Willow across the belly, wounding her. She falls and starts to go limp. "They were here" says Gnarl, "here they were, and there they went." He grabs Willow's leg and pulls her towards him, laying her out flat on the ground. We finally see the full demon (who looks like a large version of Golem from Lord of the Rings) as he crouches over Willow and exposes her slashed belly. He leans forward and licks at the blood from the small wound.

Xander and Buffy help Dawn inside the home, bringing her over to the couch (accidentally laying her upside down at first). Dawn is completely stiff now, only able to look and mutter. Buffy goes to check the computer as Xander sits with Dawn. Buffy reads that the paralysis is permanent until the creature dies and says they'll have to go back. Xander says they just can't leave her there, she might vomit. "She might vomit?" Buffy asks. Dawn mumbles something as Buffy suggests Anya and goes to call her for "vomit watch."

Willow lays motionless, horror in her face, mumbling something. Gnarl continues to hover over her, taunting her with the absence of her friends. With a sharp claw he slowly cuts out a sliver of skin from Willow's belly and slirps it into his mouth with a satisfying sound.

Anya asks if Dawn is dying, but the other two say no, she's just paralyzed. Anya asks what type of paralysys, then goes and lifts Dawn's legs up in the air. They stick straight up! "Hey, she's poseable!" Xander says as Anya "poses" Dawn into a sitting position, with Dawn mumbling things the entire time. Buffy and Xander head to the weapons chest to get ready to leave as Anya says there's no need to thank her for sitting with Dawn. "I'm feeling very benevolent today... helping Willow, helping you, might even call it even for that worm thing last week." Buffy and Xander turn, asking if Anya saw Willow? She says yes, that she was looking for them and said they might be by some cave. Buffy asks if Willow was heading there, and Anya says last she knows, yes. Anya wonders if it's amusing that they're all there with her comically paralyzed sister while Willow may be getting killed by Gnarl. Buffy asks Anya if she knows about the creature, and upon answering yes, Buffy hands her a battleaxe, telling Anya that she's coming with them. They leave Dawn, propped up on the couch, with a remote in her raised hand.

Willow mumbles as Gnarl continues to torcher her, peeling off yet more skin from her belly.

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Buffy takes the lead as she, Xander, and Anya run through the forest towards the cave. Anya is visibly panting, saying she's out of shape from teleporting.

Entering the cave, Buffy asks where Willow is. Anya looks at her like she's crazy, saying that Willow is right there, on the ground. Anya kneels next to Willow as Xander feels the area. His hand is going right through her Anya says, and then asks what's going on? Buffy doesn't know, but she at least realizes why they haven't seen Willow. She thinks that the whole skin eating monster and the Willow dissapearance are two separate issues.

"Behind you!" yells Anya as Gnarl slashes at Buffy. His claws cut her shirt, but not her skin. The fight begins, with a sword weilding Buffy at the attack. Anya reminds Buffy to "get him in the eyes." Anya then turns her attention towards Willow, comforting her, saying they're all there, and explaining that Buffy is attacking the creature. Willow mumbles that she can't see the others, but Anya reassures her that they are all there for her. Willow mumbles "They're here, they're here... i'm not alone..."

Dodging back and fourth, Gnarl jumps up and over Buffy, who spins and stabs her sword into it's foot, pinning it to the ground. She then takes her thumbs and digs them into Gnarl's eyes as he howls in pain, then falls dead. Xander is disgusted. "Ah... thumbs? God, I can't believe you did that!" Willow start to smile and breathe easier, saying she can move.

Xander asks where Willow is and Anya tells him to back up, he's getting his feet in her. Xander and Buffy stare at the area while Anya dashes off to get Willow help because she's wounded. They both say words of encouragement to Willow as she slowly starts to fade into existance with a bright light. A tearful Willow looks up at them "Oh, there you are! Don't go away!" Buffy says she's gonna be ok, but Willow knows, because they're here.

Summers home, Daytime. Buffy looks in on Willow, who sits crossed legged in her bedroom. Willow says it's ok, she's meditating and healing herself, growing new skin by drawing power from the Earth. Buffy wonders "we're on the second floor..." Willow sits back, tired and in pain. Buffy says she's going to leave and let her rest, but Willow asks her to stay. Buffy says she missed her, and wonders how this invisible thing happened. Willow says she cast a spell without realizing it, fearing the facing of her friends so much that she litterally could not see them. It happened just by Willow thinking it. Willow says it's nice to beforgiven, especially with so much to be forgiven for.

Buffy then says that she has a confession to make, saying that she thought it was Willow who was responsible for the skinned body. Buffy says she doesn't want to be the person who thinks that. Willow understands and says it's ok. She then sits up and starts into meditation position again. Buffy says she thought Willow was too tired to try, but Willow says it hurts too much not to try, even if she doesn't have the strength. Buffy sits across from her, crosses her legs, and says "I have so much strength, I'm giving it away." "Are you sure?" Willow asks, and Buffy holds out her hands.

In a funeral home at night, we hear two men commenting on how good a woman looks as she lays in a coffin. Other coffins in the room are revealed as the men leave for the night, turning out the lights. In the now dark room, both of the other coffins slowly open, one right after the other. Xander is blinded by a flashlight-weilding Buffy, who hear a knocking. Walking over to a fourth, smaller kid's coffin, they open it up to let Dawn climb out, complaining about how she's not the smallest and shouldn't get the kid coffin. Xander thinks it's too much trouble to hide out for half an hour in coffins for one lousy vampire, but Buffy says "Vamprie by vampire, it's the only way I know how." Buffy muses about recent worries (approaching Big Bad, Willow's uneasy return, high school on Hellmouth, her new councelling job) as the three approach the dead woman in the coffin. They also remark that she looks peaceful, until her eyes pop open. "I am not peaceful." says the new vampire. Buffy offers to help and simply stakesto the Vampire. Buffy closes the empty coffin and quips "I always thought closed caskets were more tasteful anyway..."

Buffy sits at her school counselling desk, arranging things, obvously nervous about the day. She over-excitedly greets a teen girl who arrives, saying she was sent there because a boy was teasing her. Buffy looks understanding.

"I don't want to talk to you, ok?" says a different boy in a rough tone. Buffy (in a THIRD set of clothes) says it's ok. "I'm serious! i'm not talking to you!" He says after some silence.

A new, good looking teen boy sits in front of Buffy (in a third outfit) and is confused as to what to say. Buffy asks him what his worries are and suggests school, girls, and parents. The guy agrees that his worries are with his parents.

The first teen girl tells of how the boy compared her to a "blue light special." Buffy talks to her about the bully being "insecure". "I'm tired of everyone being insecure" the girl says.

Silent, rough non-talking boy stares at Buffy, who calmly looks back at him... in silence.

Buffy remarks that divorce is always tough, but the good looking teen says his parents are happilly married. Then he admits that he's just bored and should leave for class.

Buffy lays it out for the teen girl, saying that she shouldn't sit back and take the bullying. "Let this bully know that you won't take any more of his sh--guff. Any guff." The girl smiles and is glad Buffy said that because she beat the crap out of this guy. Buffy is shocked, seeing the small girl's size, and she smiles a little. The girl is glad Buffy understands, then asks if she should beat the bully up some more.

Walking in a field, Willow and Xander walk and talk about Buffy and her councelling job, but talk soon turns to the now famous line "From beneath you, it devours." "It's not the friendliest jingle, is it? It's no "I like Ike" or "Milk: It does a body good."" Xander jokes. Willow says she knows it's going to be real bad, the upcoming months, and she wonders if she'll be able to control her magic to help out. Xander compares her magic use to using a hammer, with a person either having power or control when driving a nail, but not both. Willow then looks tired and comments that she doesn't know if she's ready. Xander says it will take time and looks ahead at something. Asked if she's ready, Willow nods yes and heads off.

Willow walks in the field and starts passing tombstones. After walking a distance, she stops and places a stone on a headstone, then kneels.

She traces the name on the headstone with her finger as she begins to weep, almost sitting on the ground, body between her legs. She then smiles slightly and chokes back her tears and touches the headstone again. "Hey... it's me."

The rough teen boy who was giving Buffy the silent treatment finally says "i'm scared" and his eyes become teary. Buffy looks at him sympathetically.

The rough teen boy opens up to Buffy, saying he's scared that his brother, who's joining the Marines, won't come back. Buffy says it's ok to be worried about him. The boy is really upset and embarassed, trying to hide his crying. Buffy suggests he talk to his brother about it, but the boy says "I don't want to!"

Next up, Buffy faces a geek of a kid who smilingly says he's worried that he's gay. She starts to tell him it's ok, nothing to be embarassed about, but then he asks if he can be sure by going out on a date with him. Buffy rubs her nose, the pressure getting to her.

"It sounds like it's difficult for you" says Buffy to an unseen student. "Like maybe your sister makes it hard for you to establish your own identity. You said she's controlling, she doesn't let you make your own decisions..." We then see it's Dawn who Buffy is talking to in her office. "Yeah, and she borrows my clothes without asking..." Dawn says.

Back to Buffy's office, we see her seated across from a blonde teen girl. The girl has purple streaks in her hair and is dressed down in a t-shirt. Buffy confronts the girl about not doing her homework, and the girl says it's kinda pointless. The girl then says she's not going to graduate from high school. Buffy asks why, but the girl changes the subject, asking about Buffy's shirt. "Don't change the subject, Cassie" Buffy says. "Why wouldn't you graduate?"

Buffy looks at Cassie very seriously as Cassie plays with her hair and asks to talk about something else. Buffy continues to press, wondering why Cassie would want to hurt herself. Cassie says she's not gonna kill herself, then shrugs off the reason, saying that she's just wasting Buffy's time. Buffy still presses further, asking if someone has threatened her? Cassie shrugs again, saying she just knows she's going to die on Friday, and that there's going to be coins around, lots of weird coins, and that Buffy is going to try and help. She also says that Buffy is going to go deep underground Buffy starts to question again, butCassie gets up to leave, Buffy tries to get her to stay. Cassie thanks Buffy for being so nice, and then oddly suggests that she like's Buffy's shirt, and that she should cover it with a sweater so it doesn't get stained.

"What am I supposed to do?" Buffy asks Principal Wood in his office. Seated at his desk, he says she did what she was supposed to, she reported it. Buffy isn't satisfied, but Wood tells her that kids talk big a lot of the time, saying stuff they don't mean. Wood pours them both a cup of coffee. Buffy says "But sometimes, sometimes it's not just talk, right?" to which Wood answers yes, but it's rare. Buffy asks what do they do then, and Wood sits back down, saying that they do the usual: inform teachers, search lockers." Buffy gets a little upset, walking over to Wood's desk and saying that she doesn't usually get a heads up when someone dies, but then backpeddals saying she has a chance to stop this from happening. Just then Buffy bumps the desk and spills her coffee on her shirt. She looks at the stain, slightly puzzled, remembering what Cassie said.

In the hallway, Dawn walks up to a locker, opens it up, throws some books in, takes some books out, and closes it to reveal Buffy behind the door. "I have a job for you..."

Now Dawn lurks between the stacks of books in the school library, watching Cassie talking to a hunky teen boy at a table. They talk about studying for tests and designing tattoos before she starts doodling in a notebook. The boy then wonders why they shouldn't go to "that dance" after all, but Cassie says she already told him she didn't want to go, that it would be lame. The boy urges a little, saying they hang out all the time, this wouldn't be any different, but then Dawn walks up and says "hey." She introduces herself, and Cassie recognizes her from ceramics class. Dawn says she forgot an asignment and wonders if Cassie had it? The boy grabs his stuff and nicely excuses himself, to which Cassie calls out "Mike, you're going to get a B." Mike yells back he's gonna get an "A plus, baby!"

Dawn and Cassie start to talk and get to know each other, commenting on a book Cassie holds (Kurt Vonnigut's "Slaughterhouse Five"), and how the Councellor is Dawn's sister. Dawn asks what Cassie went to Buffy for, but when Cassie's good mood dissapears, Dawn changes the subect to the boy that just left, Mike. Cassie says that Mike asked her to the dance tons of times, but she doesn't want to go.

In the Summers' living room, we find Willow at her laptop with Xander and Buffy behind her, pouring over Cassie's school records both on the laptop and in papers scattered around. They can't figure out what went wrong. Cassie was a good student and then bad grades and depression appeared. Xander asks if she had some sort of psychic vision, explaining both her knowing she's going to die and the coffee incident with Buffy, but Willow chalks it up to simple normal depression, saying they're searching. They mention Cassie's medical records, which show nothing abnormal. Willow then asks "Have you Googled her?" "Willow, she's seventeen!" Willow tells Xander about the search engine, then does a computer search, finding that Cassie has her own website. The site shows a lot of darkness, with drawings and a lot of poems. Willow reads as the others comment:

My skin is milk for no man to drink/my thighs unused, unclenched/this body is not ready yet/But dirt waits for no woman/And coins will buy no time.

Dawn has entered and she silently listens to Willow finish the poem. Xander comments that this is real dark. "I don't know" Willow says, a lot of teenagers post some pretty angsty poetry on the web. I even posted a melodramatic love poem or two back in the day." "Love poems?" Xander asks.

Dawn starts to tell them she thinks she knows why Cassie is scared. Dawn is convinced it's this Mike guy who was rejected by Cassie about the dance. Willow then comes upon Cassie's Father's Police report, which shows a long history of disorderly conduct and drunkenness. Thinking that's the problem, Xander and Buffy head out

At the front door of a small, house, Buffy and Xander ring the doorbell. Mr. Newton lets them in as Buffy introduces herself as someone from the school. He asks if Cassie has been screwing up her grades again. Buffy says she's become worried for Cassie and wonders if her problems aren't related to his drinking. Mr. Newton becomes very angry, having been accused of beating his daughter. Buffy and Xander listen as Mr. Newton starts off on a rant about his ex wife, child support payments, and how he's a good dad for the limited amount of time he gets to see Cassie, one weekend a month. Buffy questions whether he'll have her this coming weekend, but he says he just had her this past weekend. Humbled and slightly humiliated, Buffy and Xander leave when they are asked to leave his house.

"It's not him" says Cassie, outside of the house as Buffy and Xander walk. Cassie thanks Buffy for trying to help, but says it's no use and she shouldn't have bothered. Xander asks if she's thinking of killing herself, to which Cassie laughs. Buffy says it sounds like someone who really doesn't wish to live, but Cassie takes offence and starts to tear up:

"How can you say that? You think I want this? That I don't care? Believe me. I want to be here, do things. I want to graduate from high school. I want to go to the stupid Winter Formal. I have this friend, and it would be fun to go with him. Just to dance, hear lame music, to wear a silly dress and laugh and stuff. I'd like to go. There's a lot I'd like to do. You know, I'd love to ice skate at Rockefeller Center. And I'd love to see my cousins grow up, see who they become... cause they're really mean and I think they're gonna be fat. I'd love to backpack. Or, I don't know, fall in love. But I won't... I just... never will."

Buffy pleads with Cassie, saying she needs to help them to help herself and give any information she has, but Cassie says she doesn't know, she just knows something out there is going to kill her.

In the dark, nighttime school library, red-robed figures chant and walk slowly in a circle, holding candles. The dip the candles into the center of the circle which sets a small fire. The circle is ringed with strange, old coins. At the center of the fire is a now burning picture of Cassie.

Commercial Break: When only the best used paint will do, Tim's House of Used Paint is the only place to go!

Principal Wood startles Buffy at her desk. Buffy was deep in thought, distraught and tired. Buffy looks at her computer's screen which show's Cassie's website. Buffy starts to read one of her poems, which is taken over by Cassie's voice in a voiceover montage:

Cassie eats her lunch with Mike and Dawn. Everyone is laughing and having a good time.

In the Summers living room at night Buffy, Dawn, Willow and Xander sit at the table, eating, going over books and looking at pictures of Cassie, deep in research.

Cassie sits on her bed at night, smiling to herself as she writes in a notebook.

Buffy walks through the basement, obviously looking for something -- we assume, Spike.

She comes upon Spike sitting on the floor, unmoving. Staring off at a distant spot.

Buffy's eyes widen a bit in surprise and she passes her hand in front of Spike's face. No
reaction. She snaps her fingers twice in front of his face. Still nothing. Buffy rolls her
eyes and crosses her arms.

Spike's eyes don't move from the spot he's focused on. He's still trying to stay in his
quiet place. "Nothing. If I don't move. If I don't think. If I don't listen to the voices, then I
won't hurt. Much."

Buffy continues. "There's a girl. She's in danger. and she needs your help. Now." She
gets a bit forceful on the "now" -- she needs him to snap to and get this is important.

"I can't." His voice breaks a little. "I can't hear you." There's a bit of pleading in his voice.
She's pulling him back and he doesn't want to come.

Buffy's voice is filled with calm urgency "Is there something evil in the school. Down
here maybe. Spike, please. Do you know anything?"

Spike lets out a breath, his head bows a little. He's back. His eyes are no longer
unfocused, but he doesn't look at Buffy.

"Yes. There's evil. Down here. Right here. I'm a bad man. William is a baaad man. I hurt
the girl."

Suddenly he slams his fist into his jaw. He hits himself three times in quick succession
before Buffy can grab his wrist.

"Spike stop it." Spike looks in her eyes for the first time. "What did you do?" She sounds
worried, maybe a little angry.

"I hurt you, Buffy. And I will pay. I'm paying because I hurt the girl." His eyes are
tortured, his voice wobbles with emotion.

Buffy's _expression softens and she brings her other hand up to cover Spike's fist and
lower it gently.

"Spike, no. It's not me. It's a different girl. Okay?" She's speaking quietly, soothingly.
"Her name is Cassie Newton." Her voice hardens a bit with urgency "Please. Do you
know anything specific?"

Spike shakes his head no. Buffy sighs and stands. This was a waste of time. She
crosses her arms and turns to walk away.

"No, don't leave me." There's a little boy pleading in that voice, and Buffy stops.

Daytime in a school hallway where Mike is stopped by a confrontational Buffy. Buffy asks him if he's upset or mad. Mike says he is a little, that he only got a B on a history paper. Buffy then cuts to the chase, wondering if he's mad because he can't get a date to the dance. Mike is flustered, saying that yeah, he got rejected by this friend of his, but it happens, she's a girl. Mike then recognizes Buffy as Dawn's sister and says he might ask Dawn to the dance instead. Buffy's mood changes from confrontational to slightly peeved: "You're asking my sister to the dance? And she's your second choice?"

In the background we hear the sound of coins clatter to the ground. Buffy walks away from Mike and over to Principal Wood and a Janitor doing a locker search, coins lay scattered on the ground from an open locker. Buffy glances up at the locker number, 281.

Buffy now sits in her office confronting the owner of locker 281, a slightly geeky teen boy, who is nervous when confronted with the coin and the name Cassie. Buffy presses him for information, even to the point of threatening him, but he says he doesn't know much. He says he knows some guys want to "mess" with her mind.

Exiting the school, Cassie says goodbye to Dawn, but Dawn doesn't want to leave her. Cassie says she knows that Buffy probably told Dawn to follow her and pretend to be her friend, and Dawn does admit to the mislead, saying Buffy was scared and wanted to help her, but also that Dawn became her friend. Cassie smiles and says she knows, she's not dense, and that she is her friend.

The two are interrupted by Peter (the guy from earlier who was with Buffy to avoid class), who asks Dawn if she's got a date for the dance. Shy, Dawn says no. Peter smiles and says "Oh yeah? i was just doing a poll. See ya." and walks off, laughing. Distracted, Dawn turns back to where Cassie was, but Cassie is nowhere in sight.

It is now nighttime at the school, and in the lirary several red robed figures sit outside a circle of coins, each holding a lit candle. One pulls his hood back to reveal Peter, who tells another of the boys there to stop giggling, then asks a third if the fire exits have been booby trapped, which they have. No one can get in or out.

Peter then walks over and from behind a bookcase he pulls Cassie, hands and feet bound, duct tape over her mouth, scared and crying. Peter picks up a large meat cleaver and holds it to Cassie's throat, saying that everyone in the school thinks she has this "weird death chick" vibe going on, and no-one would really miss her. The rest of the red-robed boys look on in shock, but continue the ritual. "Extinguish" says Peter as they each snuff out the candles one by one. Peter then begins a summoning spell to call "Avilas", a demon that will give them riches for their sacrifice. He threatens Cassie again with the cleaver and says "We kneel before you with your gift of flesh..."

"Okay, that is going on your permanent record." says one of the robed figures, who stands and take the robe off to reveal BUFFY! Peter is shocked and starts to threaten Buffy with the cleaver, telling her to get back. Buffy kicks the crap out of him easily, sending him to the ground. Buffy looks around "Okay, do you know how lame this is? Bored teenage boys trying to raise a demon. Sorry it was a no-show. You know, I bet it's because you forgot the boom-box blaring.some heavy metal thing like Blue Clam Cult? I think that's the key to the raising of lame demons--"

"Like that lame demon?" Peter says, looking behind her. Buffy spins to see Avilas!

Commercial Break: Are you bored? Depressed? A little unhappy with your life? Heh, me too.

Avilas starts towards Cassie, drooling, but Buffy picks up the meat cleaver and throws it into the Demon (who looks like Skip from AtS, but not as shiney and metal). The demon easily pulls the cleaver out and sends it clattering towards Peter, then turns to Buffy and the fight starts, with Buffy getting thrown across the room! The rest of the robed boys scatter. Big Horny Demon has Buffy on the ground and his foot over her neck (she's grabbed his
foot and is struggling) when suddenly Spike appears holding a burning torch. (and
wearing a rather nifty black, button-down shirt. He's obviously managed to shower at
some point).

Buffy takes Spike's torch (hee) and the next thing we see, Spike takes a flying leap at
Brad Taylor. He gets him on the ground and punches him a good one before grabbing
his own head in pain.

Spike, with a menacing voice, grabbing Brad up by the shirtfron, "I'm a bad man."

Spike kneels beside Cassie and slices through her ropes and removes the duct tape
from her mouth.

She gasps a little from the pain of pulling the duct tape and then gives him a small sad
smile.

"You can't be dead! Where's my infinite riches?" says Peter as he crawls over to Avilas's remains. Avilas then snaps at Peter... one last gasp... biting Peter in the shoulder. "Aaaahh, it bit me!" Avilas then explodes into a firey burst and then into nothingness. Peter begs Buffy for help, but Buffy walks out of the library holding up a scared, crying Cassie "Sorry, my office hours are ten to four." Buffy says.

Walking out of the library, Buffy says everything's ok now to Cassie, who opens a door and sets off a booby trap. A crossbow bolt fires, aimed right at Cassie's head, but Buffy catches it in mid air, inches away from the girl's forehead. Buffy snaps the crossbow bolt in two, saying "See? You can make a difference." Cassie looks at Buffy and sees something which makes her smile. She reaches up and brushes aside some stray hair that is in Buffy's face "And you will..." Cassie then gasps for breath suddenly, the collapses. Buffy kneels down, calling Cassie's name, trying to revive her.

The mood is somber at the Summer's living room. Buffy, Willow, and Dawn sit on the couch and Xander sits across from them. Willow asks how Cassie's mom was. Buffy says her mom said Cassie's family had a history of heart irregularities, but she never told Cassie. Xander says she was destined to die. Buffy says she was special and that she failed her, but Dawn, now crying, shakes her head. "Uh huh, you didn't because you tried. You listened and you tried. She died because of her heart, not because of you. She was my friend because of you. I guess sometimes you can't help."

Buffy stares off "So then what? What do you do when you know that? What do you do when you know maybe you can't help?"

At the school, Buffy enters her office, silent. She shuffles papers, the sits and thinks quietly.

"I can't trust what I see," he says. He's is in the basement, sitting on the floor between a box and something that looks like shelving. Black shirt, BHOR, but he seems quite rational. He's talking to Buffy, who's looking at him with concern. She's wearing a white top with little fluttery cap sleeves and tiny lace around the deep v-neck.

"Don't know how to explain it, exactly," he goes on. He's calm, together. "Like I been seeing things." There is a moment of silence; Buffy doesn't seem to know what to say. "Dru used to see things, you know." He smiles at her, a little diffident. "She used to look up at the sky and see cherubs burning. Or the sky bleeding, or some nonsense." He looks down. "I used to stare at her and think she'd gone completely sack of hammers. But she'd see the sky when we were inside. It'd make her so happy... She'd see showers; she'd see stars..." As ever, memories of Dru are good ones. But...

He looks at her, surprised. Not expecting the offer. He clearly wants her help, but...

Spike," she says, tenderly, "this is me. This is you, and this is me, and we'll get through this."

He looks up at her. "Never," he says, firmly. It would sully her, and he won't have that. He brings his arm up over his head, trying to hide his face.

She reaches out to touch his face, gently, lovingly. "We'll get through this." There is compassion and deep caring in her voice.

"Spike," she says, "This basement is killing you." She's cold, arms crossed over her chest, plainly doesn't want to be there, but feels obligated.

He's sitting with one arm over his head, his other arm around his knees, holding them to his chest. He's hiding. When he hears her voice, he looks up, his eyes wide. For a second he's confused, but then he gets it. The Buffy he was just talking to wasn't real.

"This is the Hellmouth," she says, "there's something bad down here. Possibly everything bad."

He starts laughing. It quickly turns into that mad giggle. "Can't hear you, can't hear you," he chants, hiding his face again. This pisses Buffy off.

"Get up and get out of this basement." Underneath the hard words is an even harder current of "or I'll make you."

He looks up at her, his face wet with tears. "I don't have anywhere else to go," he says.

Marching into his place, Xander lays out his house rules aloud as Buffy and Dawn walk in behind him. Xander turns towards the adressee: Spike, who stands at the door's threashold, a constant rolling of the eyes look on his face. Xander, in his own unique way, expresses his distaste for the situation, but dispite his voiced objections, Buffy asks "invitation?" Xander begrudgingly agrees: "Fine. I invite you in... nimrod."

Xander again wonders why Spike is suddenly Buffy's concern, to which Buffy defends back, saying that the school basement is making him crazy and they just can't leave him there. "Why not? Crazy basement guy is better than stalking Buffy guy." Xander argues, to which Dawn agrees and questions whether Buffy and Spike are back together? Buffy vehimently denies it, saying that things are different with Spike having a Soul now. Dawn wonders what Spike having a soul means exactly, to which Buffy has no answer. Spike then reaches to get Buffy's attention and she jumps, slightly uneasy, but then apologizes for her jitteryness.

Spike sighs and says it's not going to work and he should go, but Buffy says it's already working, he's been out of the basement for half an hour and hasn't heard the voices (except for one episode in the car on the way over). Spike starts to argue that it's not worth it, but Buffy shuts him up and says he's staying.

"So what is it?" Dawn asks Buffy the next day. "What?" Buffy asks. "Last night you said you weren't helping Spike out of pity, so what is it?" "That's a good question" Buffy sighs. The two girls are sitting on bleachers at the school the next day in front of football practice. Buffy is confused on trying to explain what the situation is. Dawn asks if Buffy loves Spike. "No, I... I feel for him" she answers. Dawn asks what she means, but does not attack or accuse her sister, saying that she is also genuinely confused and wants to know. "First you say Spike disgusts you but secretly you two are doing it like bunnies, and then Spike says he'd die for you but then he tries to rape you." Buffy tells Dawn Spike now knows what he did was wrong and that's why he went away, but Dawn wonders if having a soul makes him a better man and compares that situation to Xander having a soul yet leaving Anya at the altar, but Xander stil loving her. Dawn continues her confusion rant as Buffy gets up, saying she has to get back to work. Dawn argues after Buffy that nothing makes sense, but then someone down on the field catches her eye. A hunky blonde teen boy who is just getting ready to leave practice. Old 50's style romantic music starts rising in the background as Dawn watches the football player with adoring eyes, seeing him douse his face with water (in slow motion, no less). Dawn is SO drawn to him, her mouth hanging wide open in awe, being pulled towards this boy... litterally losing her balance on the bleachers and falling with a quick yelp!

Buffy swings the battle axe but misses as the really bumpy demon bats her back, forcing Buffy to re-group. Anya crawls on the floor nearby, trying to get clear, saying that maybe he has the wrong Anyanka and it's all a mistake. The battle takes place in Anya's apartment during the day, but it quickly ends with Buffy throwing the batttle axe into the demon's chest, killing it. "Good thing I stopped by when I heard screaming" Buffy says as she helps Anya up. "Seems as if D'hoffryn is trying to take you out, eh?" Anya agrees, saying he's not the head of vengence for nothing as she gets some ice and a towel from the freezer, prepping a cold pack. She tells Buffy that she can go now, she doesn't need anyone's help. Then looking around at the mess, she says she DOES need help, but she doesn't want it. Buffy sympathises and says "I don't want my friends out there alone right now, ok?" hinting at the greatt impending doom that is upon them. Anya gets choked up at Buffy's extended "we're still friends" speech and agrees that they can use her help, saying that Willow's tactical skills are bad, except when she's evil, and that Dawn is good for nothing.

Dawn paces, dreamy-eyed, in the hallway of Sunnydale High. More "foolish love" type of music plays in the background as Dawn gets up the courage to approach "the Boy", who is standing nearby talking to other jacket-letter wearing football members and cheerleaders. "Hey RJ..." Dawn interrupts awkwardly and attempts to make small talk by mentioning teachers they both have. The other girls and boys look at Dawn awkwardly as she continues to try to fit in and as RJ, the boy of her affection, only casually adresses her. The football peeps talk about having to replace an injured cheerleader at tryouts the next day, then also talk about the upcoming game with RJ, now established as the team's quarterback, leading the way. "The Quaterback is the most important member of the team. He is like the rudder that guides the ship!" Dawn blurts out and the others look at her in amazed annoyance. They head off, leaving Dawn calling after them "we'll talk later!"

In a dark attic, Dawn sifts through boxes, looking for... something. She finds what she was looking for and smiles.

Cheerleader tryouts the next day and a girl just finishes her cheer as a line of tryout-ers stands ready. Dawn stands at the end in... Buffy's old cheerleading outfit, looking out of place next to the other girls who are dressed in simple workout clothes. RJ watches from the bleachers as Dawn is called up next and she tentatively approaches before the head cheerleader and jury and awkwardly starts her cheer (she's REALLY bad, gang): "Razorbacks, Razorbacks, we're gonna play, we've got a secret weapon and his name is RJ! So hear us cheer, hear us yell, listen what we say, Razorbacks, Razorbacks, Goooooo... RJ!" She lands sprawled out on the floor in a failed cartwheel as the audience and judges mumble and snicker slightly. "OK... next?" the head cheerleader says as Dawn sits, clearly humiliated and embarrassed.

Buffy stands at the bathroom door, trying to coax her out, saying it wasn't that bad, everything is ok. Dawn is sobbing behind the door then whips it open, saying RJ will never notice her now. "From what you said i'm sure he already noticed you..." Buffy tries to help but that was the wrong thing as Dawn slams the door in her face. Buffy continues to try and help as Xander appears, wondering if they're still on for movies and dinner. Buffy says probably not a good idea, but Xander says it's better than being with Spike and wonders if he should order a pizza "don't teens in a snit like pizza?" Dawn WHIPS open the door "It is NOT a snit!" she says, claiming that it's true love, she feels RJ's soul, and that she now blew it. Dawn storms away to her room as Buffy notices her old cheerleading outfit on the floor of the bathroom, ripped to shreds.

Dawn lays on her bed (more teen love lost music plays) as Buffy confronts Dawn about the outfit. Dawn offers to buy her another one but Buffy says it's not the point, she doesn't want another cheerleading outfit. "Now now, let's not be hasty" Xander says from behind her. Buffy sits on Dawn's bed, trying to console her sister yet again, but Dawn is totally lost in RJ. Xander says it's gotta be the jacket, the big letterman jacket that boys in high school wear, he saw it all the time before. Dawn says strongly that it isn't a crush, it's love. Buffy is still supportive but tries to talk her down, saying it's too soon, too fast, etc. "Maybe I don't want advice from the dysfunction queen" Dawn says coldly to Buffy, claiming that Buffy is making fun of her. Dawn tells her to go (a perfect "Get out get out get OUT!" scene but the line wasn't used thank goodness) as Xander backs out slowly.

Next day at school Dawn sees RJ at his locker talking to another one of the football squad, the second string quarterback. Dawn listens in as she hears the second stringer break some bad news to RJ: RJ's not starting the next game. RJ is slightly pissed/bummed, chalking it up to his fumbling all the time, but the reserve quarterback guy says it's just someone else's turn. Reserve quarterback guy walks away from a dissapointed RJ as Dawn walks up and passes RJ with a glance. She storms lightly after reserve quarterback guy and stops him, saying it isn't fair to RJ, he worked too hard for his position. Reserve quarterback guy smiles and says he understands, but it's dog eat dog and that's the way it is. "But nobody's better than RJ." Dawn says as the two stand at the top of some stairs. "Well that's not really up to you now is it, hm?" reserve quarterback guy quips as he smiles and turns to go. Dawn's anger gets the better of her and she suddenly pushes him from behind, sending him falling down the stairs and landing in a pile at the bottom. She looks down at the boy, hints of both shock and satisfaction on her face.

"it all happened so fast. One moment he was walking, and the next he stumbled and fell down the stairs." Dawn sits facing Principal Wood in his office, Buffy stands nearby. Wood asks why reserve quarterback guy would lie and say Dawn pushed him, to which Dawn says maybe he's embarassed at his clumsyness. Wood says it's not the first time reserve quarterback guy's been caught in a lie and he'd have to break the news to the coach about losing the starting quarterback. Dawn says "well, at least you've got RJ to take over" innocently, but this sends a look of concern on Buffy's face. Dawn is sorry that it happens and she rises to leave.

In the hall RJ catches up with Dawn, saying he heard that Wood called her into his office. He says it sucks with the whole inquisition thing. "Yeah, no one expects the Spanish inquistion... god, it's like I have a disease or something." (a monty python reference from Dawn, but the second part of that line lost me). Dawn says they just talked about the accident and RJ says with a wink that it sucks when things like this happen out of nowhere. "Yeah... out of nowhere." Dawn says with understanding back. RJ asks Dawn if they wanna meet up after practice. With a big smile, Dawn says "yes!"

At the Bronze that evening, a group plays (I'm pretty sure it's the Breeders that i've heard mentioned, but don't quote me) as we see the standard mass of people dancing and Buffy, Xander, and Willow sitting at a table. Xander tells the girls that Spike doesnt' seem as nuts as he first was, but wonders if getting a soul back means you'd pick up the wet towels off the floor? "No, but maybe now he's feeling really bad about leaving them there." Willow quips and Buffy says "at leas he's showering." Xander and Buffy then notice RJ dancing out on the floor at the same time and comment that he's the boy that Dawn has the hots for. He's dancing with a quasi-slutty girl, who bumps and grinds with him, really moving it. Xander makes a slightly inappropriate Daddy comment and Buffy comments on her "painted on" shirt and starts to say she's glad to see Dawn isn't here to see her wanna-be boyfriend see the display, but just then quasi-slut girl turns around and, much to the scoobie's shock, it's Dawn! Buffy is shocked as Xander backpeddals on his Daddy comment, practically scratching his eyes out. "right there with ya" willow comments.

Moments later Dawn walks over to a table as Buffy gets her attention: "So you got plans later or you just gonna park down by the docks and wait for the fleet to come in?" Dawn is shocked but Buffy's pissed, grabbing her by the arm and laying it out for her. She doesn't like that she lied about going to the library, that she didn't tell Buffy she was going out on a date, and third: "Anna Nicole Smith thinks you look tacky." Dawn says RJ thinks she looks good. Buffy says she's going to have a word with him about that, but Dawn stops her, saying she's not going to embarass her, she can do what she wants. Buffy thinks not, and Dawn uses the infamous "What, so you think you're mom now?" line. "I am not, and I am glad she is not here to see you like this" Buffy says, which hurts both girls for a moment. Dawn starts in with her rant, saying that Buffy is jealous that someone finally likes her and not her Slayer-sister, and she doesn't care what Buffy thinks. Dawn starts to head back but Buffy grabs her by the waste and says "no no no, you are NOT going out on that dance floor." Dawn, in a huff, grabs her coat off a nearby chair after a momentary stare-down and leaves the Bronze.

Outside walking down a dark alley, slutty-Dawn hears a noise and calls out "RJ?" "I know what you're doing, Slut..." says a girl who emerges from the shadows, the head cheerleader and RJ's supposed girlfriend. The girlfriend tells Dawn to back off of RJ, but Dawn says "You know what's sad? A girl that doesn't know when she's been dumped." "HE DIDN'T DUMP ME!" The girl yells as the catfight begins, with hair pulling and rolling and slapping! After a few moments Buffy appears and separates the two girls, wondering if Dawn's next move is to get drunk and barf. "I'll never let you have him, #$%@&!" says the girl as she kicks Buffy in the shin to let her go, and then storms off. "Well, at least someone agrees that you shouldn't be dating this boy" Buffy quips to a disgusted Dawn.

"How about you try doing your own homework for a change?" Wood exits his office, letting RJ out of the door. RJ, carrying his lettterman jacket, got busted for having other girls do his homework for him. RJ turns to go but Buffy, who stands nearby at her cubicle, tells him to slow down. He rolls his eyes and stays as Buffy starts tells him to sit. RJ said he apologized to Wood about the homework, but Buffy says this is about what he's doing to girls in school, including Dawn, how he's using them and playing with them. RJ feigns ignorance, saying he just gets along real well with girls, and mentiones how hot Dawn looked. Buffy turns away and tries to shake the comment off as RJ casually puts on his letterman jacket. Buffy turns around to confront RJ. Suddenly her tone changes slightly, as does the looks she gives him. She is suddenly understanding, saying he's got to be under pressure from the responsibilities of leadership. She then asks if he does a lot of running. The shoulders pull in, the eyes become glazed, and Buffy becomes more and more flirtatious, saying she's not as old as she thinks, that they're practically the same age. A man entering the office startles Buffy back into reality momentarily and she says RJ bettter get off to class. He smiles and heads out as Buffy's hand caresses her neck. the Romantic dance music starts up in the background... Buffy's lost in RJ, seeing him exit in slo motion.

Commercial Break: Try the new Uni-remote! Control your TV, VCR, DVD, Stereo, lights, alarm clock, garage door, coffee maker, vibrating bed, washing machine, and pets all from one handy piece of buttonized plastic!

Dawn enters the Summers home at night, but not two seconds in the door... "Dawn, you wanna come talk to me?" Buffy calls out. "Ambush" Dawn says, rolling her eyes and heading into the living room. Buffy has her sit and says that she had a talk with RJ and that he's ok. Dawn smiles and gets all giddy, wondering what RJ said about her. Buffy says RJ commented that she was funny and pretty, trailing off awkwardly. Dawn senses somethings up and pushes. Buffy says it's the tinyest thing, that Dawn may have come on too strong. "Oh my god... I'm the pushy queen of slut-town!" Dawn says. Buffy tells Dawn to take her time, play it cool, and let him come to her. Buffy says that Dawn will be ok, "with me looking out for you."

In class, a math teacher explains a problem (6+y=16. Yeah, like I'm gonna be able to solve that...) as Buffy interrupts class at the door, saying that RJ is needed in the councellor's office. Buffy is dressed differently, subltlly provocitively in a black blouse and catholic school-girl skirt. The teacher waves RJ out the door as RJ follows Buffy.

RJ enters a dark classroom with Buffy in tow, closing the door behind them. RJ says there's no one there. "Yeah there is... there's one of you... and there's one of me... you were the one in math class. You tell me what that adds up to." Buffy smiles, slinks, and is very flirtatious. RJ slowly seems to be getting the idea.

Dawn walks in the school hall, approaching RJ's math class. "I won't come on to strong if I just look at him" she says, peeking in the window and seeing his chair empty.

Buffy asks RJ about football and what it's like to be a leader. RJ says it's tough, sometimes stressful, which Buffy agrees with, comparing the situation to her old high school days, which weren't that long ago she adds. RJ says one thing that's tough is the way Principal Wood is on his back all the time and he sometimes wishes someone would get him off his back. "Yeah... that would be cool..." Buffy says in a dreamy, hypnotic state. She grabs him and kisses him HARD. He's into it, but then pulls away, saying she's "like a teacher." Buffy asks if it bothers him. "Not so much" he answers as they commence lip-lock.

Dawn looks in room after room as the schoolbell rings, looking for RJ. The hallway slowly fills with students as she turns a corner and looks in another door's window. The look on her face suddenly turns to shock and hurt.

Dawn busts out of the school's doors, running outside to a stone garden bench, crying. Just sitting down, Xander walks up, asking what's wrong, asking if this is about "the guy in the Jacket." Dawn yells for Xander not to say his name. Xander says "i just called him the guy in the jacket." "That's what I used to call him before I knew his real name!" Xander tries to comfort her and suggests getting Buffy. Dawn says NO, that she never wants to see her again. Xander says he thought it was about the... guy in the "thing." "it's about both of them."says Dawn inbetween sobs.

Xander enters the dark classroom, starting on a "Buffy I think we need to..." rant, but then trails off when he sees Buffy straddling RJ on a desk, her shirt half off. Buffy smiles, says hi, and introduces RJ, both of them panting. RJ smiles, and says "hey guy, it's called knocking..." Xander is surprised and disgusted, yelling at them that it's a classroom, then says "now get off the boy, Buffy, we're going home."

In the Summer's living room, Dawn sits crying on the couch, Buffy comforting her, Anya, Willow, and Xander standing nearby. Xander says it's a love spell, it has to be. Buffy agrees, saying slightly degrading things like "there there, Dawny, it's a love spell." Anya says soon they'll both be over the boy, which both Buffy and Dawn argue back that they don't understand and he is not a boy. Willow tells them both that they have to believe that it isn't real. "Did you hear that?" Buffy tells Dawn condoningly, "It isn't real." Dawn argues back that she trusted Buffy but then Buffy betrayed her. "I betrayed you? You're the one who constructed this elaborate fantasy about you and my lover..." Buffy says. Dawn is upset, saying that Buffy lied to her about RJ's feelings for her and tells Buffy not to do this. Buffy still tries to be understanding, telling Dawn that she tried to tell her to back off sympathetically, then wonders if Dawn thinks she's too old for RJ. Dawn is hurt, storming off saying that she's upset because Buffy is the one she trusted.

Willow looks up some info on RJ on her laptop as Xander and Anya sit nearby. "Love spells.. .people forget how dangerous they can be..." Willow says. "Hey, been there." Xander responds and then goes into flashback mode, with scenes of the attacking girls from "Bewitched Betrothed and Bewildered" for a few seconds in his mind. He smiles "ah... good times." Buffy walks in, saying that Dawn has locked her door and that the spell has her all loopy and stuff. Willow says she found some info on RJ, which gets Buffy giddy, asking if there's a picture. Xander reads the laptop, seeing that RJ's brother, a guy who used to pick on Xander in high school, still lives in the area, and even though the relattionship is "complex at best", he thinks it might be a way to RJ to see what's up.

That night Xander and Spike walk up to RJ's Brother's front door as Xander "warns" Spike about this guys apparent aura, saying not to be fooled by the brother's coolness and tough attitude. Spike listens silently. They ring the doorbell and the door opens to the BROTHER: a dirty, overweight geek in a pizza delivery man uniform. "yeah?"

Inside the brother's home, Xander sits across from him as he wonders how things are going since high school, then upon mentioning RJ, the brother says that RJ is doing good and he's a real nice guy. He then reminices about how popular he was. As the brother talks about how popular yet 'caring' RJ is, Spike listens, walking nearby (Spike notices some porceline angel statue-ettes on a shelf nearby and slowly turns a few of them to face away from him). The brother comments how one year RJ just seemed to "Blossom" into a popular guy. Xander asks if he knows how this happened, but then Spike interrupts, seeing a picture of RJ and another of his Brother, both wearing the same letterman Jacket. "Lance" (finally, i caught the brother's name!) says that the jacket was his fathers, and his father handed it down to him, and he gave it to his brother, yada yada. He also hints that his Father used to be quite popular with the ladies as well. Xander and Spike glance at each other, knowing it's something to do with the jacket, and even though Lance invites them both down to hang with him in his rec room downstairs, the pair excuse themselves.

"Damn love spell. I have tried every anti-love spell-spell I can find." Willow says, typing on her laptop. "Even if you found the right one the Guy would probably just do an anti-anti love spell-spell... spell... spell." Anya answers, confusing Willow. The doorbell rings and Willow goes to find RJ at the door! He asks for Buffy... er, Ms. Summers. (Yep, he's wearing the jacket.). "No Buffy for you!" Anya says and the two women say she isn't available. He smiles and says to tell Buffy to call him, and he turns to go. Willow and Anya watch him walk away as the same old romance dance music swells up again, both women becoming silent, glassy-eyed, watching him walk away in slo-motion.

"But you don't even know him!" Willow argues with Anya in the living room. Anya says she does, she saw his soul. Willow says that the only way she could see his soul was if it was in his %$&. Yep, both are under the spell now, arguing that RJ is their true love. Buffy and Dawn walk downstairs in the middle of the argument and join in when Anya says that Willow is in love with HER boyfriend. "Willow, you can't do this... " Dawn says.

Buffy calms everyone down and then says it's easy to understand, that Willow and Anya have fallen under the love spell. Dawn argues that she's in love, but Buffy tells her to not interrupt and ignores her pleas. Dawn backs away, hurt, as Willow says that she loves RJ the most because she's willing to look past the orientation thing. "I'd kill for him!" Anya blurts out, but Willow answers "you'd kill for a chocolate bar." Buffy smiles at this and says she's the slayer, slayer's kill... she'll kill the principal! Anya says that's gonna be hard to top, but Willow says she can prove her love for RJ with magic. "Yeah, right. Whaddya gonna do? Use Magic to turn him into a girl?" Then, upon realizing she just gave Willow the idea, "Damn." The four girls split up abruptly, each going to do their task in the name of love. Willow heads upstairs, Anya out the door with a "I know what I can do!", Buffy grabs her coat and goes to head out, stopping to comfort a distraught Dawn: "Sorry, Dawnie... you're never gonna get him." Dawn is crushed.

We hear "Shaft" type music start as the first scene shows Willow sitting cross-legged in her room, candles lit nearby, crystals in a bowl before her. The picture shrinks to a fourth the size, scene one of 4 in the upper left.

Music continues as we see Buffy pull into the school parking lot at night in her Jeep cherokee, screeching to a hault. the scene shrinks to the upper right hand corner.

Scene three has Anya standing outside of a Sunnydale bank, dressed in a black cat-burglar's outfit. She pulls a black ski-mask over her head as the image shrinks to the lower left.

The music continues as we see Dawn slowly, mesmerized, depressed, walk on some train tracks. A train's horn is heard off in the disttance as she lays down on the tracks. The image shrinks to the lower right to show:

1) Willow casting the spell.
2) Buffy getting a Bazooka out of her jeep's trunk
3) Anya prepping a sack to head into the bank
4) Dawn laying, eyes shut, on the train tracks.

Commercial Break: Who's the man with the plan, who aint' gonna help those four little lambs? SHAFT! What? Shut yo mouth...

Willow's spell starts it's invocation, with the crystals in the bowl starting to rise and swirl around her and the candles at her front. "oh Hecate, I call on you. I humbly ask your will be done. Hear my request, a simple change, create a daughter from a s..." CRASH! The crystals in mid air all fall to the ground as a hand clamps over Willow's mouth. "Aw, man, now I've gotta start all over! Hecate hates that." Xander asks what she's doing as Spike stands in the background. Willow says she's trying to prove that she loves RJ the most. Xander points out the fact that RJ's a guy, to which Willow points out the reason for the spell, to change him into a woman. Willow wants the crystals back quickly. Xander asks why. Willow says so she can prove she loves RJ the most before Buffy, Dawn, and Anya do. Xander asks what they're gonna do. Willow starts off with Buffy going to kill principal Wood, which has Xander shut her up.

Principal Wood sits in his office at night, listening to muzak and writing a report or something. In the background through a window, we see a slightly out of focus Buffy walk into view. She pauses a distance away and then raises the bazooka to her shoulder, taking aim directly at Wood. A muffled "Erraaaaaarrr" is heard as we see Spike dive and slam into Buffy, knocking her to the ground, out of shot. They struggle past the window briefly, then Spike runs by again with the bazooka, with Buffy in hot pursuit. They dissapear just as Wood turns momentarily, thinking he heard something.

Outside Buffy chases Spike who has the bazooka. Spike runs up to Xander's car as Xander stands, watching Willow sit cross legged on the ground, a map of sunnydale before her. Buffy asks what they're doing. "Locator Spell, human variety." Willow says. "Who are we looking for?" Buffy asks.

Dawn lays on the train tracks, silently sobbing, as the train horn blows, signifying it's getting closer. Xander's car pulls up a distance away as Buffy gets out and points out that Anya is probably seducing RJ as they speak. "My god, you think so?" Says a paniced Willow. The two girls start to argue again as Xander notices Dawn on the train tracks a distance away. Buffy takes off, catching up to a train that is running parallel to her, headed in Dawn's direction on a different track. She grabs onto one of the cars and climbs up on top, riding it towards Dawn, who lays on the track, scared and sobbing. Buffy dives off her train, hits the ground hard, then rushes towards Dawn, who's train is fast approaching on the track that she lays on. Buff runs over and grabs Dawn off the tracks JUST in the train is about to whap them. Buffy yells at Dawn, wondering if that's how she's gonna get RJ's attention, by getting Tri-cected?!? Dawn says she has nothing to compete with. She's not as experienced or sexy or hotter or stronger than Buffy, so the only thing she has to offer is her life, thinking that their love would be true forever. Buffy is upset, and her reason and love for her sister temporarily over-rides the spell, saying that no boy is worth that and that Dawn is scaring her. Dawn thought that Buffy wanted RJ for herself, which Buffy says no... well... yes. "God that boy is hot..." she says, then admits she might be under the spell.

Around a dark street corner, Xander and Spike peek, spying RJ walking with the injured cheerleader. Xander asks Spike if he's sure he understands the plan. Spike understands. Both make it seem like it's full of details. "Now!" Xander says and both take off, running up to RJ, wrestling the Jacket off of him easily, and take off down the street running with RJ wondering what happened.

A radio plays music in the background, a fireplace is seen and then the Jacket is thrown on top of the burning logs. The Scoobies all watch it burn as Buffy asks Xander if he though about putting the jacket on and working it's magic. Xander says no, he tried it and it doesn't fit. Anya mentions that they'll never find out where they got the jacket from, just another day on the Hellmouth. Willow says she can't believe she almost... Buffy says she can't believe SHE almost... Anya says that they were all under a spell and it's understandable that they'd all act a little helpless, and they're not responsible for anything they did thatt was immoral or unethical. "True, you fell for a mystical ancient curse... who hasn't made that mistake 7, 8 times?" Xander says.

Buffy approaches Dawn who still sobs on the couch. Dawn feels badly for the way she treated Buffy, the things she said. She feels stupid all because of a spell. "Get ready to feel stupider when it's not." Buffy says, smiling at her sister.

"Hey, Anya, you never told us what you... can't believe you almost..." Willow says. Anya tries to act dumb, but Willow doesnt' buy that she's the only one that didn't go overboard. Anya says she wrote an poem, and epic poem, but she says this as breaking news of a bank heist comes over the radio. She cuts the announcer short by shutting it off "Ok, everyone, Ice cream, my treat?"

An unseen person prepares an electric guitar for playing, turning on the amp, etc., while the title "Conversations with Dead People" comes on the screen. it is followed by drums being tested and the caption "November 12th, 2002" and "8:01pm." Then a singer starts to sing a slow, dark tune at the Bronze as we have cutaways to Buffy walking alone in a dark cemetary. At the Bronze, Spike sits at the bar, a drink in front of him. Singer... Buffy... Spike... then Willow is seen, almost falling asleep, draped over a pile of books in the UC library. The singer continues as Dawn comes in the front door to an empty Summers home. She finds a note on the shelf "Will and I are out until late. Here's money for the store. NO PIZZA! Love you, Buffy." Dawn grabs the money paperclipped to the note. Buffy slowly kneels at a freshly layed grave as a hand slowly breaks the surface and the singer's tune ends. "Here we go..." mumbles Buffy.

An El Camino drives down a dark street. Andrew asks why Johnathan why he's simply circling. Johnathan says it's to keep a low profile. Andrew says he's just scared and Johnathan admits he is. "Last time we were here 33.3% of us were flayed alive." Johnathan thinks they should have stayed in Mexico, but Andrew didn't like it there. "Everyone spoke Mexicoan." Andrew mentions not wanting anymore nightmares and Johnathan agrees, muttering someting in an unknown language (I believe Klingon). Andrew translates: "It eats you starting with your bottom." Then both say they're both gonna make it right....

Mid combat, Buffy is up against a talented Vampire. Punches and kicks are thrown, showing it's a TAD tougher than usual.

"Anchovies, Anchovies, yummy and delicious, i love you more than all the other fishes!" Dawn sings as she happily munches on a piece of pizza. She accidentally spills some pizza sauce on one of Buffy's shirts. "oh.... ah... she'll think it's blood.

Music plays in the background on a stereo as Dawn swings an axe, "playing" Slayer in the living room. "Taste my blood, spawn of evil!" she says as she plants it in a shelf.

Dawn picks up a crossbow, spins, and fires! The bolt lands in a wall and when Dawn tries to pull it out, she takes a chunk of the wall with the bolt. She craftily moves a large plant in front of the new hole.

Now Salsa music plays on a radio as Dawn goes into the kitchen, dancing happily. She grabs a bag, pulls out a marshmellow, pops it in the microwave, and watches it start to grow and expand. "Cool..." she say, but then is interrupted by a loud, echoing "thud" from somewhere in the house. She turns, startled.

Willow scribbles down some notes on a pad when she is startled by a familure voice behind books "So, this is the UC library, eh? It's so big..." Cassie comes walking from behind a shelf of books. Willow looks at her with confusion and recognition, then remembers seeing pictures. Willow remarks that it's weird because Cassie is dead, which Cassie agrees with. Willow wonders if she's dreaming, but Cassie assures her that she's not, she's really there, well, not really, but really, it's complicated. Cassie also finds it ironic that she wrote all those poems about death and everything ending and there she is, talking to Willow. Cassie then sits across from Willow "I knew that this would completely freak you out, it's just... she asked that I come talk to you, it's important." Willow asks what Cassie's talking about. Cassie says "She says she still sings." A scared look comes on Willow's face as she asks "what?" Cassie reminds Willow of the time on the bridge when "she" sang to her, and even thought Willow can't hear it, "she" still sings. Cassie smiles as Willow now understands "Tara..."

Dawn watches an old black and white movie as she talks on the phone with Kit and eats melty-gooey marshmellow. The sharp, echoey THUMP is heard again and Dawn says she heard the sound again. She mutes the TV and rises to go and check as the thumping continues a few more times. Still on the phone, Dawn walks near the front door and it blows open, strong winds blow her back. She struggles witht he door and eventually closes it. Just then the TV's sound pops on again. Dawn tries to mute, doesn't work. Tries to shut it off, it won't turn off! She unplugs it! it won't turn off!

The battle continues in the graveyard as Buffy fights the Vampire. He momentarily gets the upper hand, pinning her agains a headstone when suddenly he stops. "Buffy? Buffy Summers?" The vampire pulls back, smiling, then introduces himself when Buffy doesn't recognize him. "Webs... Holden Webster. We went to school together, European History." He questions whether she remembers him. Buffy tries to fake it, nodding "sure, sure..."

The living room stereo pops on, playing music, the TV continues to blare. Dawn picks up the axe she was playing with before and plants it right in the TV tube, then swings and destroys the stereo. She still hears the salsa music in the background, coming from the kitchen, and goes to investigate. She is scared, clutching the axe, as she sees the Microwave start to glow red, then bright red, then it explodes, sending glass showering across the floor. Dawn backs up over it into a corner, cutting her feet. The radio on the counter then goes static for a few seconds, then a voice is heard. "Dawn?" The music continues to play as Dawn recognized the voice on the radio. "Mom?"

Commercial Break: Try new Compu-ease Computer screen white out! Correct all those pesky spelling errors on your screen with the whoosh of a tiny brush! Scrapes off easily! Not-too toxic!

Holden continues reminicing about high school days, trying to spark Buffy's memory, but she still doesn't remember until he reminds her about the time he dropped a light board on her foot. Buffy remarks how much he's changed with the demon face and all and the two begin to "chat." Buffy asks what he's been up to. He says, besides dying, majoring in psych, doing an internship at Sunnydale mental hospital, then he asks if Buffy remembers "Crazy Jay." Buffy says yes. Holden says it turns out that he really was crazy, been there since high school ended. The two walk slowly, reminising, as Holden's face morphs to human form. "Did my face just change?" he asks. Buffy tells him he can do that, then he gets it: he's a vampire! Buffy then starts to apologize for him but he says it's ok, he's connected to evil. He asks her how things are with her. "Not so much connected." Holden questions what she's doing with the Stake and Cross. "I'm the Slayer... it's kind of a thing..." He wonders if she's a professional, but she says it's more a calling, been doing it since high school. Holden comments how in high school she was all mysterious, saying there were rumors she was dating an older guy and that someone she dated said she was gay. Turns out this guy was gay himself and said that about all the girls he dated.

Holden then goes on to say that she's a Slayer. Buffy corrects him, saying "The" Slayer. Holden then thinks and asks what she meant by her not being connected, saying it's a telling statement, but Buffy spots the "Psych 101 alert" and argues she doesn't want advice from the evil dead. Holden says he was simply using her own words, which Buffy backpeddals on saying she's connected to everything. The scene changes, focusing on Buffy's cell phone laying on the ground, ringing.

Dawn pleads into the phone for Buffy to pick up, not knowing what to do. She puts the phone down and finishes bandaging her foot in the living room, picking up the radio that is by her side and shaking it, saying 'Do it again, i heard you!" The THUMP is heard and Dawn looks slowly at the couch which lays bare (the couch that Joyce died on). Suddenly the room shakes and the lights glow then fade to black, then come back up to reveal things around the room VERY different. Chairs are balanced on top of tables, the weapons chest is overturned, and on the wall, scrawled in blood, is "Mother's milk is red today" just above a bloody handprint. Dawn looks around scared as the room shakes again, the lights grow dim, and then raise again to reveal... everything back to normal. No upended furnature, no blood on the wall. Then the pounding/thudding starts again as Dawn cries "Why are you doing this?!? I don't understand! Stop stop STOP!!!!" she cries as the thudding continues, then... stops ominously. Dawn rises, scared. "Hello?" THUD. Dawn says out loud "once for yes, twice for no." then after a moment, asks "Mom?" THUD. "It's you?" THUD. "Are you ok?" THUD THUD. "You're not alone. mom. Mommy? Are you alone?" THUD THUD. Just then, the room starts to shake again, pictures fall off the walls, lightbulbs explode in lamps, as Dawn yells "Why are you doing this?!?"

In the high school's library, a black rope is lowered and a figure drops down. Johnathan, clad in black stealth gear releases the rope and looks around cautiously as we then hear "Aaaahhh THUD". Andrew falls hard onto the ground behind him.

In the high school's hallway, both boys look around in the dark, acting stealthy but nervous. Johnathan suggests lights, but Andrew says someone might see. They then hear a noise down the hall. Johnathan then suggests getting Buffy, to which Andrew says no. Johnathan wants to let her know about "The seal of Danzathar" (although on closed captioning it says "the evil Danzathar", they clearly say seal). Andrew says if they go to her empty handed they'll be in prison quick, they need proof to give to Buffy so that then they can save everyone in Sunnydale. "Then we join her gang and possibly hang out at her house" he smiles. Both continue to walkin the dark hallways, a ton of gear strapped to their backs. Andrew holds a map of the school and says they should look for the principals office. Johnathan says they should split up to look, but first suggests they check communications as they both pull out walkie talkies. They test them, saying 'Check" about 20 times, then satisfied, they part, walking to opposite ends of the hall. Not even out of sight or earshot, Johnathan calls on his Radio "Echo 2 to Echo 1." "This is Echo 1, go ahead' Andrew answers. "Do you really think they'll let us join their gang?" Johnathan asks. Andrew gives him a disgusted look as Johnathan continues around a corner, out of sight. "Nice Job" says a voice from down the hall. Andrew spins to see Warren walking up to him, grinning. Andrew is scared but Warren calms him down. "You keep leaving. I hate it when you keep leaving me. One time you died and I ended up a Mexican." Andrew says. Warren continues to calm him down, saying everything is ok, his death was part of the plan. "If you strike me down..." Warren muses, to which Andrew smiles and finishes "... I shall become more powerful than you ever imagined." Warren says that if "short round" can pull his thing off, they'll both become gods. "That boy is our last hope..." Andrew muses, turning towards Johnathan's direction. Warren continues the famous phrase "... No, there is another." "Really? who's our last hope?" Andrew asks, totally blowing the moment. "no, there isn't one. I was just going with it. It was a thing. He is our last hope." Warren says.

Willow and Cassie sit at the library table as Willow asks if Cassie is Tara? Cassie says that Tara can only hear her, she couldn't come. Willow wonders why Cassie could but not Tara, but Cassie says she just couldn't, because of what Willow did, the deaths she caused. Willow can't see her. Willow then asks for confirmation that Cassie can talk with her and that Tara can hear her. Cassie nods as Willow looks to the air, tears swelling up. "Tara... Tara I miss you..." Willow then notices a sad look come across Cassie's face and wonders what is happening, wonders if Tara went away. Cassie says that Tara is crying. "No, don't cry. Don't cry sweety, talk to me." Cassie says Tara misses her and wishes she could touch her. Willow says the same and smiles, saying that it's tough and she feels empty. Tara (Cassie) responds that Willow is strong, "strong like an amazon, remember?" Willow nods, smiling and crying.

Spike sits at the Bronze bar as a blonde comes up and places a pack of cigarrettes on the counter next to him. She pulls up a chair and looks at him with seductive eyes.

"So, you meet someone and you form a bond..." Holden says. "... and it never lasts." finishes Buffy. She lays on a tomb as if it were a shrink's couch, with Holden sitting nearby 'analyzing' her. She comments how her parents split and that she is showing similar resoning by never finding the right guy. Holden comments that she's scared to commit, but she takes offense, saying she's committed, she's a committe! Holden then says sarcastically it's all the guys faults, which makes Buffy rise and says it's different. Holden then says that Buffy's too young to be settling down anyways, she's only 21. He says that just because he really loved his college girlfriend he's not gonna go and "vampify" her so they can live forever. "Sire" Buffy corrects him, saying that when a person is made into a vampire, it's called siring. Holden gets up and is full of wonder, saying he has so much to learn, then says it is odd that he couldnt' even talk to her in high school and now they're moral enemies. "Hey, wouldn't it be cool if we became Nemisies?" he says. "Is THAT how you say the word?" Buffy asks. Holden then gets a bummed look on his face, realizing they're gonna have to fight to the death. Buffy says it's part of the plan, which Holden says is cool, he's got his blood lust pumping. He then thanks her for the chat and getting caught up. He then says he should stop by some of his old high school friends and catch up with them, which makes Buffy grow meloncoly. Holden sees this and backpeddals, wondering what's up, if she's sad because they're gonna fight. Buffy says it's because she's gonna win. Holden calls her on her cockyness, saying she's a little bit too self assured, especially with him knowng Ti-quan-do and such, and claims she has a superiority complex. She argues back but then out of nowhere Holden asks her who's fault she thinks her parent's divorce was? Buffy starts to walk away, thinking the topic "insane troll logic" but Holden presses and Buffy then grows meloncoly again. She admits she feels it's her Father's fault. Then Holden puts two and two together for her, asking her if she thinks that because of her Dad's failure, the reason she now has trouble connecting with Guys is because she thinks she's better than them.

Holden then confronts her by saying "How could anyone do this for 7 years and NOT feel superior?" Buffy says she's not... then she trails off, commenting on things she's done, things she's done to her best friends, things she did to the last guy she dated... how she both did cruel things to him and also let him control her. Holden listens to her as he walks up to a headstone that has a porceline Virgin Mary statue on top. "There's nothing wrong with you" he says as he lifts the statue and swings it, blindsiding Buffy and knocking her to the ground. He then jumps over her and grips her throat. Bearing his fangs, he says "everyone's got issues" and goes in for the bite...

Commercial Break: Todd's Virgin Mary statues. Now made of high-impact porceline, able to withstand a beating!

Buffy throws him aside and then starts to beat the crap out of Holden, calling him a son of a #$%@& for what he did. During the fight Holden apologizes, saying that the confession just made him want to bite her, he got carried away and didn't know how to handle all the mortal enemy stuff. Kicks and punches are thrown as the two eventually crash through the stained glass windows of a nearby mausoleum

Dawn looks around, scared but also angry. She can hear growling within the room. "Are you hurting my mother? Are you keeping her from coming back to me?" Dawn asks the growling. The room flashes, and a brief glimpse of Joyce, posessed look about her laying on the couch is seen. Dawn starts towards her then another flash is seen, and a humanoid "form' is seen crowching over Joyce. Dawn orders the "thing" off of her mother and then remembers the Axe. She scrambles on the ground, looking for it, but then looks up just in time to see it swinging for her. She screams and ducks, then gets up and runs for the front door. The wind whips up again and she hears a ghostly "GET OUT." as the door flies open. Dawn starts through, then regains her courage and closes the door. "She's my mother... I'm staying."

In the basement of the school, Andrew and Johnathan look at the map, confused by the labrynth of the place. Andrew's scared, thining it's like Hellraiser. Johnathan grabs the map from him and then wonders if they circled around. Andrew then shines his light on a far door which Warren stands in front of. It is Spike's old joint in the basement! Johnathan shines his flashlight on the same door, not seeing Warren's form. Johnathan looks at the map and says he might be right.

The two boys enter the room and see a wide open dirt floor. Johnathan says that if everything is correct, the seal should be right in front of them. Andrew takes a pick-axe to the spot and starts digging up the ground.

The fight in the tomb continues and Buffy eventually pins Holden, ready to stake him. "There, you're dead" she says. "OK, but are you going to kill me because I'm evil, or because you opened up to me?" Holden asks. Buffy gets off in disgust and barges a few steps away as Holden gets up and dusts himself off (but not before she kicks him hard because he's smiling). Holden says this is no worry for him, his only concern is whether Patricia showed up at his funeral, because she was hot! Buffy gets mad, wondering what the deal is with vampires talking about nothing but death and sex and love and pain. Holden says it's more a guy thing, but Buffy says no, it's different with vampires because... "believe me, i know." Light dawns on Holden's head as he gets the hint. He then challenges Buffy, knowing that they're still going to fight to the death, but he wants to ask her one question and if he's right, then he gets to talk to her about it, no defenses, no hiding, total openness. She agrees. Holden smirks "Your last relationship... was it with a vampire?"

Spike walks down a nighttime sunnydale street with the blonde he met at the bar. things look innocent, with him walking and talking, hands in pockets, seemingly enjoying himself.

Willow asks "Tara" (through Cassie) if she knew about the events after Warren shot her, then comments that she hurt so many people. Tara (cassie) understands that she was grieving. Cassie says it was the power that did it, and while Willow argues that the power was within her and is a part of her, Cassie says the power is bigger than she is, and she must stop using it. Cassie then says Willow must not use magic at all from now on, no amount. Willow brings up Giles' view on how the magic's a part of her and not evil, but Cassie is firm and tells her she cannot use magic or she will hurt others. "They" have seen Willow's path and says "you're not going to be ok and you're going to kill everybody." A horrified look comes on Willow's face.

Johnathan and Andrew continue to dig at the floor, now a large wide hole is seen. Johnathan notes they almost have it uncovered then wonders if Buffy will know how to stop it, then he blurts out "36-19-27! That's it!" he recalls his locker combonation, which Andrew scoffs at, wondering why he's trying to remember high school. Johnathan begins a speech on how he misses his high school days. He misses his friends, his enemies, the people that knew him, the people that never existed. He is very reminicent and thoughtful about his past high school years. During his speech, Andrew notices Warren standing behind Johnathan, grinning evilly, which makes Andrew have a look of concern and uncertainty. Johnathan says he wants to talk to all those people and see how they're doing, he wonders about them. Andrew scoffs back, saying that all those people don't wanna talk to him. Not one of them cares about Johnathan. "Well, i still care about them, that's why i'm here."muses johnathan as he continues digging with a smile. From above them we now they are uncovering a large silvery seal about 10 feet in diameter, mystic symbols and ruins on it's surface.

Dawn says she knows the creature is there as she starts to cast her spell. She looks from a book as candles are lit before her and she grinds something in a pestle and motar. She comments that she has to get rid of the creature because her mother needs to talk to her. She reaches in and grabs some glitterdust, throwing it in the air and commands "i cast you from this place!" She is thrown, sliding across the floor into the far wall, but she continues to throw the dust and speak the spell, which gets the creature angry. It growls and the room comes alive. A slash appears on her face, windows break, the candles are snuffed, carnage!

Buffy sits next to Holden, talking about Spike, about how he does care for her in his own sick, weird way. She then says she wanted to be loved, but also to be punished because of all this power she had. She feels that she's worse than everyone else, that she's not worthy of their love because... even though they do love her their opinions don't matter. They haven't been though what she has, she's the Slayer. She feels like she's better than them, superior. Holden listens to her speech and then breaks it down, saying "You do have a superiority complex with an inferiority complex about it." Buffy says it doesn't make sense, but Holden says it makes every sort of sense. She feels alone, and everybody feels alone until they die. The understanding Holden then gets up and shadowboxes for a second, wondering if Buffy's ready for the big battle? Buffy rises and says yes, then thanks him for listening to her and understanding. He nods as he puts up his dukes. Buffy says "Listen, that stuff with Spike..." and Holden halts her for a moment. "Did you say Spike?"

At the front door of the Blonde's home, Spike shows her to the door, acting a tad shy, standoffish, gentilemanly.

The wind still whips through the room as Dawn commands the creature to be gone. She is thrown against a wall again, hard, but she continues "i cast you out with the strength of those who love me!" She picks up the mortar/pestle and heaves it in the direction of the beast and it howls in pain. Blood spatters on the walls, all around, as the wind and room are still alive, but all slowly does down and becomes calm as Dawn collapses, tired, to the floor. Then, in front of her, a bright light starts to glow. She looks up to see a white clad form standing before her. "Mom?"

Willow's look is horrified as she questions Cassie about what she saw and what her path is? Cassie says she doesn't want to know, it's too horrendous. Cassie then says Willow can avoid it if she stops all magic use, which Willow willingly agrees to, but then questions because of what Giles said, wondering if she will be able to control herself and won't go off the wagon again? She says in a worried tone that she's not strong enough, she's not an Amazon. Cassie says there is one other choice, one thing Willow can do to save her friends. "And you could see her, you wouldn't have to talk through with me. So go, be with her..." Cassie's tone changes slightly, trying to convince Willow to take her life. Willow's expression changes to one of mistrust and caution. "who are you?" She asks.

Buffy asks Holden how he knows Spike. Holden says "Whaddya mean how? he was the guy who...what's the word?" "Sired?" Buffy asks. Holden nods "yeah... sired me."

Spike's face suddenly goes Vamp as he rears back, biting the blonde on her doorstep.

Dawn looks at the glowing white figure of her mother. "Things are coming, Dawn, things are on their way. Listen, I love you and i love Buffy, but she won't be there for you. When it's bad, Buffy won't choose you. She'll be against you." Joyce's image then slowly fades away with Dawn wondering what she means and pleading for her mother to stay. Dawn then collapses on the ground crying amidst the messy room.

Johnathan feels a hand on his shoulder as he turns and stands, seeing Andrew. Behind Andrew Johnathan sees Warren grinning. A split second of shock on his face, just before Andrew plunges a sword into Johnathan's stomach. Johnathan falls to the ground as Andrew looks down at him coldly.

Cassie starts to mock Willow and her feelings for Tara, saying that she seemed so ripe for suicide. She could picture the scene with candles and music and a picture of the dead girlfriend on her bloodly lap. Willow orders her to stop and asks who she is. Cassie continues to mock, mimicing Willow's earlier 'feeling empty' comments, saying it hurts. Then her look turns cold, serious. "You dont' know hurt. This last year is gonna seem like cake after what I put your friends through and i'm not a fan of easy death. Fact is the whole good vs. evil balancing the scales thing, i'm over it. i'm done with the mortal coil. But believe me, i'm going for a big finish."

"Oh, not it... me." says Cassie as she grins, then smiles, then her mouth opens wider, and wider, and her lips fold back upon her face and head and body. She turns inside out, vanishing in a dissapearing glob in mid air.

Dawn sits amoung the former carnage of the room, sad, wondering what happened, as the song heard at the beginning of the show swells up in the background over the montage of re-caps:

Johnathan falls to the ground, laying face up, sprawled out on the large symbol they unearthed, a sword sticking out of his side. Andrew looks down in confusion, Warren stands behind him coldly.

Spike drops the blonde from his grasp, letting her crumple to the ground. He shakes his head, blood dripping from his mouth and fangs.

Buffy pulls the stake back from the Vampire dust cloud, dusting Holden. She stands as the the final chord of the song ends with the word "alone."

We see a basement, and hear someone humming an old folk tune. It's Spike; he's digging up the basement floor. He looks over to where the girl from the end of the last ep is sprawled against a cabinet. She's dead, eyes wide and staring. He goes over to her, still humming the tune, grabs her by the lapels, hauls her up, then drops her into the grave he's dug. Still humming, he starts to shovel the dirt over her.

Buffy and Xander are discussing what Holden said. Buffy says that the chip still works, she's seen it. Xander points out that maybe that's what Spike -wants- her to think. But Buffy still isn't convinced. Spike is different, she can feel it, he's changed. And if he hasn't... "The Oscar goes to..."

The door opens, and Spike comes in. Hesitates when he sees Buffy there. "This can't be good," he says, "you here this late. In trouble?"

"No trouble," Buffy says, and then fumfuhs for a bit, trying to come up with something that'll sound convincing. But Spike takes it as a brush-off.

"Right," he says, closing the door. "None of my business. No worries." He starts for his closet (which we see later could actually fit another whole bed, by gum) but Buffy stops him.

"All right," Spike says. He's a little puzzled at the small talk, but he's going with it. "And yours? Bag any baddies?"

"Someone I used to know, actually," she goes on, shrugging. "A little. Holden." She's suddenly very focused on him, on how he's going to react to the name. "Holden Webster." She's almost holding her breath.

But Spike's only reaction is concern. "You knew him, huh?" He steps toward her. "Must have been a picnic." He's sympathetic, uncomfortable for her, a little.

"Well," Spike says, averting his eyes for a second. "I'm gonna turn in before I drop." He goes to his room, closes the door.

"Did you see that?" Xander says, "Did you see how he reacted when you mentioned Webs? Cool as Cool Whip. What's up with that?"

Buffy says someone needs to stay and keep an eye on him, and Xander says he has a meeting in a couple of hours. Buffy says they need to find someone else, then.

It turns out to be Anya, who agreed on the phone before Xander told her Spike was killing again. Xander tells her she'll be fine, and opens the blinds to let the sun in, and goes to his meeting.

Much later in the day, Anya, bored and carrying a huge sharp stake, sneaks into Spike's room to look for clues. Spike is asleep, obviously wearing nothing under the sheet, which is pushed down almost to the point of immodesty. Anya looks through his pants pockets, the bureau drawers, then picks up his jacket and starts to go through the pockets. Spike's hand clamps on her wrist, startling her. "Do be specific," Spike says calmly, "and tell a fellow just exactly what you're doing." He doesn't let go of her wrist, but makes no move to do anything else. He's not really restraining her; she looks as though she could pull away any time. But she's sort of frozen by the suddenness of his waking up.

"Well, Spike," she says, pasting a cheerful, non-threatening smile on her face, "I'm here, obviously, for, um... " For a moment she comes up blank. But then something in the air...changes. And she's quite sure what to say. "Sex." Just saying the word makes her shiver.

"Uh," Spike says, eyes going wide as he scoots backward, away from her, and pulls the sheet into another layer over his lap. "Beg pardon?"

"You and me," Anya says, and she's starting to get into it. "Here and now. Let's go. Let's...get it on, you big bad boy." There is hair-tossing and tit-shaking and lip-licking, and she waves the now deeply symbolic stake at him.

His eyes get wider. "Uh, wait, wait, Anya, this is not exactly..." He notices what she's holding. "Is that a stake?"

She reaches out, puts a finger over his lips. "Shh," she says, batting her eyes at him. "No questions. No talking." She draws her finger down over his bottom lip. He's holding very, very still. "I can't help it," she goes on, her breath coming just a tiny bit shorter. "I can't stop thinking about you. About us, in our brief but unforgettable time together." She's starting to inch her way up the bed, and Spike is alarmed and a bit puzzled. He leans back, trying to maintain distance between them.

"It's...I mean, why else would I be here?" She's moving closer, and he's trying to back away. "It's not like I'm snooping around looking for proof that you're some kind of whacked-out serial killer." He's completely clueless as to where that came from, and it shows on his face. She keeps advancing, her breath getting shorter and shallower. "Why did I say that? I don't know why I said that," Anya pants as she closes the distance between them. "It's just craziness talking. It's just nerves. Nerves." Her eyes are half-closed now, and he's running into the wall. She slides up his torso, not quite touching him. "Nerves and...horniness." She's forgotten that this is supposed to be a ruse... "Oh, just shut up, William," she moans, "and take me. Take me now!" She flings herself onto his chest, her mouth resting against his throat, panting. For a long moment, nothing happens; Spike is holding inhumanly still, and it's obvious that he's not going to take advantage of Anya's offer. She makes an embarrassed little sound and sits up. His hands are on her arms, perhaps helping her, perhaps holding her away from him.

They are both deeply embarrassed. Spike looks away, aware that this is not going to do Anya's self-esteem any good. "Anya," he says, diffidently.

"It's not that I'm not tempted," he says, giving her an earnest look, "Obviously, if things were different... You're a right catch."

"I got it," she says, sitting back. "No problem, I understand." He looks relieved. But, of course, this is Anya. "You think I'm fat," she says, starting to puff up into outrage.

"R...ridiculous. The do's quite fetching." He's pitching sincere for all he's worth.

"Anya..." Gotta hand it to the man, he's trying to be patient. Anya's just...trying.

"You know, you were a lot more fun when you didn't have a soul." She's quite put out, now, and pouting.

Patience is slipping away fast. "Oh, come on, now, Anya, I've just explained..."

"All I'm saying is that soulless Spike would have had me upside down and halfway to Happyland by now." She's definitely unhappy about missing that train to Happyland.

Spike's jaw works, as though he were trying to keep from saying something extremely snarky. "I need my pants," he says through his teeth, and she picks them up from where she'd dropped them and slaps them onto his chest.

A while later, she's sitting in the big chair, flipping through a magazine. Spike comes out, dressed, buttoning his shirt. "I didn't mean to hurt your feelings, luv," he says.

Anya keeps her eyes firmly on her magazine. "Who's hurt?" she says, straining for unconcerned. "I'm fine."

"Right." Spike gives her a slightly resigned look. "Uh, got things to do." How mad will she be if he leaves her alone?

"Don't stay on my account," she says, flipping a page. He sighs and leaves. As soon as he's out the door, Anya picks up the phone, dials. "It's me," she says. "He's leaving." --

Part 2
The Promenade is crowded. Spike comes around a pillar where a busker, an old man, is noodling on a harmonica. As Spike passes, the old man begins to play the same music we heard Spike humming as he was burying the girl earlier. His attitude changes slightly; he's not as slouchy, a little more confident.

Buffy threads her way through the throng, looking for Spike. She finally spots him and follows, but the crowds get in her way, and she keeps losing him. Buffy sees him chatting up a girl, watches him take her hand, whisper in her ear, smile at her. Flirting. It troubles Buffy a little. Spike leads the girl away, and Buffy follows, but once again the crowd gets in her way. She catches glimpses of him here and there, but loses him after a moment.

Spike leads the girl into an alley, looking around carefully to make sure they're not seen.

"So," the girl says, in what I'm sure she imagines is a sultry voice, "What kind of name is Spike?" He doesn't answer her. "Oh, you're gonna make me guess?" He leads her around a stack of boxes, into the scant shelter of a doorway. "All right," she says. "I'll guess..." She moves in, close. He doesn't stop her. "You're a little bit bad." She's close enough to kiss, but he doesn't, maybe because she keeps talking. "Am I right? You a bad boy?" She's teasing him with her mouth, pretending to go in for the kiss, but she -keeps talking.- (Ed. Note: STUPID BINT!!!!!) "Cause I don't mind. I was getting bored waiting in that line." She brushes her cheek along his. "I =hate= waiting," she purrs, and presses a kiss to the side of his neck below his ear. His head goes back, his eyes close, he takes in a long breath. "Know what I mean?" the girl whispers. He looks at her through heavy-lidded eyes, bends to kiss her jawline, then her neck.

Something alerts him; he looks up to find Buffy watching. He stares at her, not sure what to do. She smiles and steps close to him. "You know you want it," she says seductively. "You know =I= want you to." There's a slight flicker of confusion, but he does want it, and if it's what she wants, too...

The girl, meanwhile, is starting to get confused; she can't see Buffy. "Um," she says, "is something...." But Spike vamps out. She starts to scream, to struggle, but he holds her and bites her.

Buffy smiles. "There's my boy," she says, very happy. "Now, doesn't that feel better?"

Spike finishes draining the girl and looks up. He's back in his human face, his mouth and chin covered in the girl's blood. For a moment he stares at Buffy. He doesn't seem quite sure of what's going on, but the taste of blood in his mouth is unmistakable. He lets the girl drop, horrified, and runs away.

Buffy morphs into Spike. "How could you use a poor maiden so?" he says, with an evil smile.

Part 3
Spike is asleep. Suddenly the blankets flip and he's on the floor, rudely awakened.

"I caught the first act. I missed the curtain call. Did you kill her? Did you turn her? Is she one of your kind now?"

"Did you... Are you following me?" He gets up. He's wearing the leather pants he had on when he went out before, but no shirt.

"Who knows? I talked to her, is all." This is starting to get annoying. Why does Buffy care if he talks to girls?

"Really? Looked like more than talking to me." There's an edge of sarcasm to her words, and maybe something else.

"Well, I certainly didn't off her," he says. Hello to the obvious... He turns away, steps over to the chair, picks up a black tee shirt. "God. Where are you getting all this?" He turns back to her, and his voice wavers. "You know I can't."

That hurts. Hasn't she been paying attention? "NO, not the chip. Not the -chip-, dammit." He looks at her, wounded that she can dismiss what he's done for her sake. "You honestly think I'd go to the end of the underworld and back to get my soul and then... Buffy, I can barely live with what I did. It haunts me. All of it. If you think I would add to the body count now, you are crazy." He realizes he's still holding the shirt, starts to put it on.

"So, what, you just troll the Promenade looking for drunk coeds because you're hungry for conversation?" The edge of sarcasm is much sharper, and the something else suddenly makes sense.

"Ohhhh," he says, pulling the shirt over his head. " Is that what this is? Right." He pulls the shirt down so that he's decently covered.

But he's got it between his teeth, now. "You saw me chatting up another bird, giving the eye to someone else. Touched a nerve, didn't it?"

"It =burns=, doesn't it? And you can't admit it, so you trump up some charge about me being back on the juice." There is scorn in his voice. It's always about Buffy being able to deny how she feels, isn't it?

"Told you what? That I go out?" He takes a step away, and might start pacing if there were more room. "Yeah, I talk to people. Women. I talk to them cause I can't talk to you." He doesn't meet her eyes as he says this.

"Oh, Spike, save it." If she were five, she'd have her hands over her ears and her eyes squenched shut.

How can she still be denying what he feels? "As daft a notion as soulful Spike the killer is, it is NOTHING compared to the idea that another girl could ever mean anything to me. This chip, they did =to= me. I couldn't help it. But the soul I got on my own. For you." His voice breaks at the end.

The truth of that is so huge that even Buffy can't deny it, though she wishes she could. "I know," she says softly, "But..." Spike cuts her off again, his voice humming with pain.

"So yeah. I go and pass the time. With someone. But that's all it is, is time. Because God help me, Buffy, it's still all about you." The truth of it is naked in his face, blazing out of his eyes, and there's nothing she can say in the face of it.

But there are still things she needs to know. "Spike. This vampire told me you sired him."

She's not having any more interruptions. "He told me you killed him. Dumped him in a parking lot somewhere."

"And you believed him?" Hello? Is she forgetting something, here? "Vampire, not..."

She breaks in on him again. "I did follow you last night," she says. "And you know what? You didn't look lonely or casual to me. You looked like you were on the prowl." She's daring him to deny it.

Ah, but that's the problem. He turns away, not happy to have to say this. "I talked to her. That's all I remember."

"Not that." He turns, and for the first time he's completely confident, strong. This, he knows beyond doubt. "The taste of human blood? =That= I'd remember."

"You were camped out on the Hellmouth, talking to invisible people. Recently. How can you be sure of..."

"NO. You are =wrong.=" Still strong. "You've got an accusation from a pile of dust, and not a shred of proof." Perhaps there is a tinge of bitterness that she obviously still doesn't trust him.

Buffy's lips thin. "So I'll get some," she says, and it's a promise. She leaves, and Spike looks after her, disappointed but not really surprised. And then his brow furrows. What if... what if she's right?

Spike is getting ready to go out. He picks up his jacket, starts to put it on, but something's wrong. He feels the pockets. There's something in one of them. Puzzled, he pulls it out; it's the pack of cigarettes that the girl put on the bar in the last episode. He has a flash of her doing it, of talking to her at the bar, of her lying on the ground with her dead eyes wide open and bloody fang marks on her throat. He looks at the box of cigarettes again, trying not to be frightened.

He comes out of his room and walks purposefully toward the door. Xander, eating a frozen dinner and watching television, jumps out of his chair, dashes past Spike to put himself between the vampire and the door. "No, no, no," he says, holding up a hand, "You're not going out."

"I know what the Slayer told you," Spike says tiredly. "It's not true. Let me go, and I'll find a way to prove it."

Xander shakes his head. "Okay, I'm gonna list the reasons that won't happen," he says, and holds up a finger. "One..."

Spike's fist smashes into his jaw, and Xander goes down, unconscious. Spike immediately grabs his head and screams as the chip fires. After a second, he shakes it off and leaves the apartment.

In the Bronze, he's asking about the girl from the memory flash. The bartender isn't very helpful, nor is the waitress. Spike goes up to the balcony, sits staring at the dancing crowd below, nursing a drink alone at a table.

"One of 'em take your wallet?" It's a woman's voice. Spike turns; there's a pretty dark-skinned girl watching him.

"The way you're scanning that crowd," she says, "you look like you're out for blood."

"I'm just lookin' for a certain bird I met here the other night," he says. The 'go away' vibe is pretty strong, and he never gives her more than a brief flick of a glance.

"Not even if I ask nice?" She's practically purring now as she comes around the table.

"Friendly warning, pet," he says, and now his voice is edging over toward dangerous. "I'm the type best left alone." He shifts his attention back to the crowd, pointedly excluding her.

But she's too focused--or too stupid--to notice. "Oh, I get it," she says. "You'd rather I slip into something more comfortable." He turns to look at her, and she shifts into vamp face. He pushes back, out of his chair, away from her, very surprised.

"Should we pick off the crowd one by one?" she says, "Or block the exits and ravish the place?"

"What's with the wallflower act?" she says, a little hurt. "You didn't seem so shy when you were biting me." He stares at her, not quite taking it in at first. She takes it for rejection. "I'm not asking if you want to be soul mates," she says, getting a little peeved. "Just figured you'd want to have fun." She looks down at the crowd, sees a couple dancing, and laughs. "I'll take him, you take her," she says. Then, taking his horrified expression to mean he doesn't like the idea, she goes on, "Or the other way around, whatever." Hey, she can be flexible...

"Get off!" she says, and punches him. He kicks her away, and she lands sprawled on the catwalk. "So that's all I was to you?" she says, "A one-bite stand?" That pisses her off, and they fight in earnest as the musician sings. Finally she grabs up a bamboo tube to stake him, but he takes it away and stakes her instead, knocking her off the catwalk. Her body explodes to dust as she hits the floor. He looks down at her ashes, and the shock of what she's told him starts to sink in.

Spike goes to a pay phone as the singer and the band are coming off the stage. "Man, I =hate= playing vampire towns," the singer complains as Spike dials.

"Hello?" he says as the other party picks up. "It's me. I'm seeing... I think I'm remembering." His voice is low, a little shaky. He's wigged. "I think...I've done some very bad things."

Spike hangs up and starts to leave the Bronze. As he turns, there's another Spike standing there. "You shouldn't have done that," the other Spike says. This is Big Bad Spike, completely in control, cocky, sure of himself. Spike turns, sees his doppelganger. "It's not time yet," the other Spike goes on. Not nearly. You're going against the plan." He gives Spike an evil, knowing smile. "But we can make it work." Spike stares at him, confused and starting to be very, very frightened.

At the house, Spike opens a door. "Down here," he says, and goes down steps into the basement we saw in the beginning of the ep. Buffy stands in the door, watching him, not speaking, holding a large stake by her side.

He stops a couple of steps from the bottom, looks up at her. You won't come down?" he says. She doesn't respond. "I understand," he says. "It's a risky proposition." He takes the last two steps, only to be brought up short by the Other Spike. They're standing almost nose to nose.

"There's an order," the Other Spike says, with a slight air of reprimand. "Slayer's not in order." Spike doesn't say anything. The Other Spike smiles, as though giving the wink to some slight infraction from a favorite. "But it can't hurt to play," it says. "Get your claws in the mouse, you know?"

Buffy starts to come down the stairs. "All right," she says, very patient. "What do you want to show me?"

Spike looks up at her, his eyes wide. He knows how this is going to sound, but he has to tell her. "I've been remembering," he says. "The girl. I walked her home. The one you saw... And the one before that. And..." He swallows, but goes on. "I think I killed her." Buffy isn't really startled by this, given what she's suspected, but it's still a blow. He goes on, determined to get it all out. And I think...I think I killed the lady who lived here." The words are hesitant and a little shaky, but he's telling her everything he knows. "And... And there might be...others."

"Oh, my God." The full implications of Spike killing again are starting to sink in, and it's painful.

"Here," Spike says, walking onto the dirt floor of the basement. "I think I buried them here."

She walks over to stand beside him. "Spike, =why=?" she says. How can he be telling her this so calmly?

"Well, I don't know, do I?" Spike is starting to get agitated. "I don't even know =how=. I shouldn't be able..."

The Other Spike starts singing. "Early one morning, just as the sun was rising, I heard a fair maid sing in the valley below..." Spike's face goes blank as he listens to the music Buffy can't hear.

She senses something is going on, though. "What?" she says, "What is it?" Spike doesn't seem to hear her, and turns to face the Other Spike, who finishes the first verse of the song. "SPIKE!" Buffy calls, trying to capture his attention, and with a growl he turns back to face her, shifting into vamp face. Immediately she lifts the stake, but he snatches it out of her hand and flings it away. It crashes into some jars, knocking them to the floor in a welter of shards. She punches him hard, and he goes flying into the wall. As he gets up, he picks up the largest shard of glass and comes for her.

"What are you doing?!?" She can't quite believe he's attacking her, but he springs forward, slashing at her with the glass. It rips through her sweater and cuts into her bicep. Blood starts to flow. She throws him down onto the dirt floor, pins him down by straddling him. "Spike, listen to me!" she says, desperate to get through to the man. "You don't want to do this."

Spike shoves her off and gets up, coming for her again. She belts him another one.

The Other Spike is watching with amusement. "And it's just about to get fun," it says, leaning back to enjoy the show. A hand breaks through the dirt--one of the bodies Spike buried, coming back to unlife. Buffy and Spike struggle for a moment more as the other new vampires start pushing their way out of the shallow graves. Buffy hears the noise, turns to look. "Oh, God," she says, and punches Spike across the room so she can take on the newly-risen undead.

Spike is groggy from the blow, and the Other Spike leans down. "You know what I want you to do," it says. Buffy is fighting the vamps, but they're getting the upper hand.

"They're waiting for you," the Other Spike whispers. "Take her, taste her, make her weak." Spike gets up, in that Big Bad, crotch-first way that looks like it oughtn't to be possible, and stalks toward where the vamps are holding Buffy still. He's still vamped out, and her eyes widen as she realizes what he's going to do.

He comes right up to her, almost pressing up against her, and, with a growl that's nearly a purr, he leans in, sniffing at her neck. It's her right side, where Angel's and Dracula's scars are; she winces and he moves around to the other side. She watches him, watches his intent expression, and it's probably my wishful thinking, but maybe she looks the tiniest bit...aroused? The scent of the fresh blood from the cut on her arm distracts him, and he moves toward it, leans down, a little hesitant, as though it's something wonderful that might be snatched away at any second. He puts his mouth over the cut, reverently, begins to lick at her blood. He's been waiting years to taste her this way... Almost immediately flashes of memories overwhelm him--biting, feeding, burying the corpses, and he jerks back from Buffy, the demon replaced by the man. His eyes are wide with the shock of it.

He staggers back. "I remember," he says, horrified, and immediately the memories slam through him again. He throws himself away from her, gasping. She immediately takes advantage of the distraction to extricate herself from the vampires' grip, and in a flurry of economical Slayer grace, she stakes all six of them within as many seconds.

Spike has found a corner, and is huddled there, his hands over his head, trembling and gasping as the Other Spike leans over him.

"You failed them," it says, as Spike rocks. "Now she's gonna kill you. You lose, mate."

A hand bursts up through the dirt; the lady who owned the house, who's struggling to unearth herself. Buffy comes over. "Sorry ma'am," she says to the vampire as she strains to pull the woman out of the dirt, "but it's my job." She stakes the woman.

She walks over to where Spike is huddled, stops, looks down at him. She's holding her makeshift stake down by her side. He looks up at her. His eyes go to the stake, and he sets his jaw, pushes away from the wall. He slides over so that he's right in front of her, looking up at her for an instant. Then he pulls the lapels of his jacket wide, exposing his chest.

He's resigned, perhaps relieved, to have an end to this, finally. "Do it fast, okay?" he says, giving her a small smile; after everything they've been through, he has the right to ask this of her. But she stands there, looking at him, her face an unreadable, somber mask, and makes no move to stake him.

Why is he not dust? "He said you'd do it," he says, his voice breaking, a tear leaking down one cheek. Doesn't she understand that she has no choice?

"Me," he says, knowing it sounds crazy. "It was me. I saw it. I was here the whole time, talking and...-singing-..." He puts his hands to his head, as though to block out the echo of that music.

"I don't =know=," he cries. "Please, I don't remember. Don't make me remember." He presses his palms to his ears, still trying to block out the voice she can't hear. Abruptly he turns, looking at something she can't see. "Make it so I forget again!" he screams. "I did what you wanted!" He's clearly not talking to Buffy. She looks in the direction he's staring.

"Something's here," she says. She throws down the stake, and the noise it makes when it lands gets Spike's attention.

"Oh, God, no," he moans, "Please, I need that." He looks up at her, his face tear-stained, pleading with her. "I can't cry this soul out of me," he says, his voice broken and thick with tears. "It won't come. I've killed, and I can feel them." He turns his face away. "Every one of them..."

She sighs and sits down beside him. "There's something playing with us," she says, and flicks a glance at him. "All of us."

He can't quite make sense of that, but...she said 'all,' she included him in the group. "What is it?" he asks, "Why is it doing this to me?" He's like a child who can't comprehend the evil around him.

He looks up at her, and a spark of hope grows in him. Maybe she can fix it...? "Help me," he says, and then, perhaps realizing that he has no right to ask her that, "Can you help me?"

The gang is gathered at Buffy's house. Spike is sitting a little way off from them, wrapped in a blanket, staring out at nothing, not moving.

"You didn't see him down there," Buffy says softly, with a look at Spike, unnaturally still, huddled in the blanket. "He really didn't know what he'd done. It wasn't in his control."

"Oh, an =out of control= serial killer," Xander says, but without his usual degree of snark. "You're right; that's a great houseguest."

"I don't know," Buffy says, not ready to commit to that yet. "But I'm not letting him out of my sight, that's for sure. I can't leave him alone."

"Buffy," Willow says, very serious, "he's been =feeding=. On human blood. That's got to do stuff."

Buffy glances at Spike again, lowers her voice. "I'm not keeping him around just to help him. There was something there, talking to him, making him do things."

"Probably," Buffy acknowledges. "But whatever it was is screwing with Spike big time."

"Look," Buffy says, probably not for the first time, "There's something evil working us. And if we are ever gonna have a chance to fight it, we need to learn everything we can about it. This thing has been closer to Spike than any of us."

"I'm going to have to get close to Spike." Buffy doesn't sound as though this is the swellest idea in the world.

"Whatever this thing is," Buffy says, ignoring Xander, "from beneath us, it's bad, and it's only getting worse." Xander can't say anything to that.

Still reparing the damage from Dawn's horrific encounter, Xander repairs windows as Anya, Dawn, and Willow straighten up. Dawn is trying to understand why they're keeping Spike around, which Willow says it's complicated. Anya pipes up, wondering why they don't just stake him, with him being evil and all, it's what they do. She looks to Xander for agreement, but Xander simply comments "I've got a house to put back together." Anya says "Fine, you guys all keep your heads buried in the sand, but I think we all have to be prepared for the fact that William the Bloody is back."

Black, heavy boots walk down a night-time street. The image slowly pans up, showing a familure long, leather duster flowing on around a meanacing form. Finally light hits the face and we find it's... Andrew! He walks nervously as Warren opps up from behind, wondering how he's feeling. Andrew nervously says "good." Warren tries to set Andrews mind on the job at hand, but Andrew wants to walk around and look cool in the coat. Andrew then complains about Johnathan's death not "working" and wondering why he has to do all the wet work. Warren says it's necessary because he can't yet take corporeal form and had Andrew prove it by having him pass his hand through Warren's chest. "Pretty cool, huh? I'm like Obi Wan!" Says Warren, grinning. "or Patric Swazey" smirks Andrew. Warren says that he needs Andrew's help, and Andrew starts to worry, saying he doesn't think he can kill anyone again. Warren then morphs into Johnathan, who tells him to stop worrying about it. Andrew asks Johnathan if his death hurt much? Johnathan says it really wasn't that bad, after some innitial pain. Andrew shows doubt and apologizes, but johnathan says it was his own fault, being small, not having much blood, and being anemic. Johnathan then says that Andrew doesn't have to worry, they can work around Andrew not being able to kill anyone else.

Buffy is tying Spike into a chair in her bedroom. She doesn't look very happy to be doing it.

"We're gonna get to the bottom of this," she says as she ties one arm, then moves around to tie the other one. "We just... can't take any chances..." It's almost an apology.

"-Don't.-" Why should she be apologizing for this? It's the right thing to do. But she's only being half-hearted about tying the second arm. That won't do. "Make it tighter," he says, and she looks up at him. "The knots'll give." She keeps looking at him; it seems like she really doesn't want to do what he says. "I get free...someone's gonna die." It's a bald statement, and it frightens her a little, because he's absolutely positive about it.

Principal Wood sits at his desk, facing two uncaring teens who had apparently defaced a wall somewhere. The Principal threatens suspension and marks on their permanent records, or they can repaint the wall. The two teen boys easily say suspend us, which Wood rolls his eyes at. He then admits the the boys that the whole "permanent records" thing is pretty much a sham, and that doing the paperwork for suspension is a big pain for him, so instead, he's just going to call up the Police. Given that choice, the boys "willingly" agree to repaint the wall. A knock is heard, and Wood meets Dawn, who stopped in to inform him that Buffy won't be in at work today, she's been up all night vomiting, and vomiting again, and again, and then again. Wood says they'll muddle on without her, which Dawn smiles and goes off.

"I need to find him as soon as possible" says a stern voiced Buffy on the phone to Quentin Travers. She is trying to locate Giles, but Quentin downplays Giles' importance, saying he doesn't keep track of the man. Buffy asks that they look for him, which Quentin says they'll try. He hangs up the phone and turns to address a board-type meeting, saying "The girl knows nothing, and we need to find Rupert Giles, as soon as possible."

Day. Spike is still in the chair, and he's having a bad time. Labored breathing, pain he's trying not to show. Buffy is sitting on the bed, watching, and it bothers her to see him this way.

"I think you should g..." Spike starts, but a wave of pain makes him break off. He turns his head, vamps out, and the man is gone, leaving just the monster. He strains against the ropes, snarls, lunges at Buffy, who backs up, startled. There's nothing she can do; she leaves the room. Willow is outside, wanting to know how she's doing. She says it's bad, and that Spike needs blood. Willow goes to get some.

Andrew and Warren stand over something, with a knife in Andrew's hand. Warren tells him to "cut her deep, cut her quick, it'll be over with before you know it." "What if she squeals?" Andrew asks as the camera pans down to show the victim: a small pig! "Babe 2, a Pig in the City was really overrated" Andrew says, trying to convince himself he can kill the pig, as Warren tries to pump him up, saying he is Conan-like, he is Andrew, it's kill or be killed! "That'll do, pig!" yells Andrew as he dives after the pig with the knife... and misses. The chase begins, with Warren saying he has to corner it. Andrew dives, again and again, never hitting the mark, but hitting the floor and everything else. Finally the pig runs off down the school basement's corridor as Warren comments "That's the worst attempted pig slaughtering i've ever seen." Andrew says he's not very good at stabbing, and wonders if there's some other way they can get blood.

"Number 87" says the butcher at his butcher shop. That's Andrew's number, and the boy goes to nervously give his order: "I'd like 12 pork chops, 2 pounds of sausage, 8quartsofpigsblood, 3 steaks, a halibut, and some toothpaste..." The Butcher looks confused for a moment, then informs Andrew they don't sell Toothpaste. The Butcher goes off to get the order as Andrew goes to look at some steak sauce on the counter.

Moments later, Andrew hands the butcher money and takes a full to the brim paper bag in his arms. Just as he turns to leave, he bumps into Willow! The bag falls and the packets of pigs blood spill out. Andrew looks at her in horror, and Willow looks at him in shock.

Commercial break: Stop on in at Sam the Butcher's Butcher shop! We're here for all your blood sacrificial needs! Now, on sale: wolverine plasma!

Willow chases Andrew out of the shop, saying "come back here!" Andrew stops around the corner, 'Don't kill me!" Willow says she's not gonna kill him. "Don't torcher me and send me to an eternal pain dimension!" Andrew then pleads with Willow, saying he didn't kill Tara, it was Warren, and he was aiming at Buffy anyways. Willow looks a little pissed, saying that's not helping. He then says she got her revenge by Warren's death, they're even. Willow gets upset, wondering if Andrew thinks she got some sort of satisfaction by what she did. Andrew can see that she doesn't, then panics, asking not to hurt him and saying he's not evil, he's good, he does good things now. "Then, why do you need lots and lots of blood?" Willow asks. Andrew thinks a moment, then changes his mind "I am bad, i'm bad, I'm evil, but I'm protected by powerful forces, forces you can't even begin to imagine, little girl. If you harm me, you shall know the wrath of he that is darkness and terror. Your blood will boil and you shall know true suffering. Stand down, she-witch, your defeat is at hand..." "Shut your mouth..." says Willow as she shoves the geek into the wall. Willow then gets up in Andrew's face, saying she is a very powerful "She-Witch" "I am Willow... i am death. If you dare defy me, i shall call down my fury, wreak fresh vengence, and make your worst fears come through. OK?"

Bursting in the front door of the Summers home, Willow forcably presents Andrew to Xander, Dawn, and Anya. Xander rolls his eyes, saying this can't be good. He asks Andrew what he's doing back in town, but Andrew is defiant "You'll get nothing outta me, CARPENTER." Xander says "we'll see..."

Upstairs in a bedroom (Dawns? Willows?), Anya strips off the leather coat as Andrew yells to be careful, it's expensive. She grinds it under her foot just to spite him as Xander ties Andrew to a chair, same manner as Spike is bound. Xander then threatens Andrew, trying to "act" like he's an interrogator, rough but... not really. Xander asks him what he was doing with all the blood. "I fell in love with a beautiful vampire girl down in Mexico and now we're trying to make a go of it on the straight and narrow and put our lives back together here in Sunnydale." Anya then gets up in Andrew's face, saying this isn't a game. She is pissed, and backhands Andrew, to Xanders surprise. Xander asks Anya if they can step outside for a moment, have a talk?

Buffy holds something before her in her bedroom. it's a bag of pig's blood, which Spike, in game face, hungrily sucks at.

Xander enters another room with Anya in tow. The door is closed and then Anya smiles. The two talk of how they were playing good cop/bad cop and how Anya may have gotten a little carried away with the slap, but things are going well. Xander thinks Andrew will be "signing in no time." They're going to let him "stew" for a little bit, then start up again. Just then Buffy enters and Anya asks the "status" of her guy. Buffy says he's not talking yet. Buffy asks the same, and both Anya and Xander use a bunch of lame detective speak to describe that Andrews about to crack.

Buffy comes back into the room. "Better?" she asks, and Spike nods, not looking at her. "Good."

"I don't remember anything." Spike's voice is tired, and he doesn't look at Buffy.

He shakes his head. "Some flashes here and there. It's like I'm watching someone else..." He looks down, unable to meet her eyes. "Do it. Kill people." It's hard for him to say the words. "I've been losin' time for a while now, waking up in strange places..." His voice is low.

"When did your chip stop working?" The professional curiosity is turning into business, now.

"Well...," he says, thinking about it. "Things have been wonky for me, ever since I got back, ever since..."

He shrugs, still won't look at her. "Figured that's what it was like. Been so long since I had one." It's a very lame attempt, but it's a joke. She almost smiles.

He huffs out a bitter laugh. "Saw a man about a girl," he says, and when he sees how uncomfortable she is with that,he goes on, seriously. "I went to seek a legend out," he says. "Traveled to the other side of the world, made a deal with a demon. "

A flicker of unease flashes in Buffy's eyes at that. "Just like that?" she says, keeping her cool.

"No, not just like that," he says, as though, DUH...! "There was a price. There were trials. Torture. Pain. Suffering." Buffy is very uncomfortable hearing that. He smiles, a wry twist of the lips. "Of sorts," he says.

"Meaning I have come to redefine the words pain and suffering since I fell in love with you." There's a trace of self-mockery in his words, and the words sting her. This is TellingTheUnpleasantTruth!Spike, and she doesn't like the truth she's hearing.

Buffy huffs out a breath; she's starting to get up a really good mad. "How can you say that?"

"Apparently I just slaughtered half of Sunnydale, love, I'm not too worried about being polite any more." He's got a lot more to feel guilty about than hurting Buffy's tender feelings right now.

Realization dawns on her face. "That's what this is about," she says, smiling a predatory smile. "You feeling sorry for yourself, Spike?"

"You told me that, of course," he says. " Never understood it until now. You hated yourself. And you took it out on me." There's just the tiniest trace of hurt in his words, though he's making a matter-of-fact statement.

One corner of her mouth lifts a bitter fraction. "You figure that out just now?" she says, and he shrugs. No, he's had that one down for a while now...

"Soul's not all about moonbeams and pennywhistles, love," he says. "It's about self-loathing. I get it. Had to travel around the world, but... I understand you now. I understand the violence inside. " H

"Violence," she says, bordering on the verge of angry snark. "William the Bloody now has insight into violence?" Sarcasm wells up in her voice.

"Not the same," he says, shaking his head.. " As bad as I was, as evil and as wretched as I was, I never truly hated myself back then. Not like I do now." There's not a lot she can say to that, so she keeps silent.

"How's your face?" asks Xander as he enters Andrew's room and sets down a glass of water, starts to untie him. He asks if Andrew's thirsty and offers him the water. Andrew takes it hesitently and drinks, saying that Anya's psycho. Xander agrees, saying she's a Vengence demon. "This one time i saw her having sex with Spike" Andrew says innocently. Xander swiftly changes the subject, saying that Anya's killed more people than smallpox "Does smallpox still kill people?" Andrew asks again innocently. Xander starts to tell Andrew about one of her "Victims", a guy who incurred her wrath, and she made him suffer real slow by first stopping his heart, then replaced it with darkness, then allowed him to live his life like that, visiting friends and going to work, but empty. Andrew doesn't quite seem shocked, so Xander adds that she then tore out his intestines, rubbed them in his face, and took pictures. NOW Andrew's frightened. Xander says that the girls are looking for someone to blame for all the bad things that have been happening. Andrew says he didn't do anything. "You lying son of a #$%@&!" says Anya from the other side of the door. She barges in and rushes Andrew, wrestling him to the ground. Xander drags her off of him, but then she spins and SLUGS Xander in the face. She then, out of sight of Andrew, apologizes to a shocked Xander, then turns to rough up Andrew some more.

Buffy checks on Anya and Andrew, then goes back to her room. She stops outside the door; Spike's voice is coming from behind the closed door.

"What do I have to do, job half-done?" he says. "Never send a boy to do a man's job." And he starts singing the trigger song. Buffy opens the door, but Spike is alone in the room, still tied to the chair.

He's noticeably more cheerful than he was a minute ago, and Buffy's forehead furrows. "Are you okay?" she says.

"Fine," he tells her, as though she's just making polite conversation. " How are you?"

"I'm fine, Buffy, really," Spike says. Very nonchalant. "I'm just...feeling a bit peckish, I suppose." He looks over to the blood bag lying on the dressing table across the room. "Do you mind?"

She walks over to the table, keeping her eyes on him the whole time. She can sense that something is =wrong=, but she can't figure out what. She turns to pick up the blood bag, and the second her back is turned, Spike vamps out. Roaring, he jerks at his bonds, breaking the chair arms completely away. He leaps at Buffy, punches her hard on the jaw. It knocks her down and for a second she's stunned, maybe from the blow, maybe from the unexpectedness of his attack. Maybe both.

Spike heads straight for the wall between Buffy's room and the room where Anya has Andrew backed against that very wall. She's threatening him. Suddenly Spike's hands break through the wall, grabbing Andrew around the chest and forehead. The wall cracks as Spike pulls Andrew -through- the wall, pulling his head to one side and biting down on his exposed neck. Andrew screams.

Buffy, recovered, comes and pulls Spike off Andrew, throwing into a wall hard enough to stun him. She goes to Andrew as Xander and Anya burst into the room. They also go to Andrew, who's sitting on the floor, dazed. Buffy looks up. Spike is sitting up, blood on his mouth, and he looks shocked and horrified to see the bite marks on Andrew's neck. Buffy stands up, her mouth set in a tight line, and aims a kick at Spike's chin. He falls to the floor, unconscious.

Buffy and the others are in the living room, at night. Buffy talks of how strange it was that Spike just pushed her aside and charged at the wall. Anya and Xander come from down stairs, having taken care of "what's his name" and having to had tied him down to stop him from scratching at his bandages. Xander asks what happens and Buffy says she doesn't know, explaining that she and Spike were having a 'normal' conversation and then after she went to talk to the two of them, when she came back, he was different. She heard him talking to someone and singing. She remembers him talking about a song in the cellar from before also, and says that when he heard it he became another person. Xander gets the idea that it's a "trigger", a brain washer term. He explains that's how the military makes sleeper agents, to get them to attack or do something when they are triggered to do so. "is this left over from your days in the army?" Willow asks. "No, this is left over from every Army movie I've ever seen." he answers. Xander says they've all been seeing ghosts lately, and wonders if Spike's ghosts have figured out a way to not only haunt him but control him. Buffy agrees, saying he's been seeing stuff ever since he got his soul back. She then asks how they "holster" the trigger? Xander says they usually complete their task and then either kill themselves or steal a submarine. Buffy starts taking charge, telling Dawn and Willow to start looking, doing research on ghosts, spirits, anything that could possibly do something like this.

Still nighttime, Principal Wood leaves his office for the day. He walks silently down the corridor, briefcase in hand, heading out, but hesitates when he passes the basement door. He doubles back and opens it, heading downstairs. He walks in the basement hallways, knowing exactly where he's going. He opens up the door to Spike's former lair and enters to find Johnathan's body laying on the seal of Danzathar. He... isn't too surprised or upset.

Spike is lying on the basement floor, unconscious, manacled hand and foot. Buffy comes down the stairs, carrying a basin and a towel. She kneels beside Spike, dips the towel in the water, and gently wipes the dried blood from around his mouth.

Her ministrations wake him, and he opens his eyes. She doesn't stop trying to clean off the blood, doesn't flinch, just gently sponges away at the damning stain.

"You took a good bite out of Andrew," Buffy says as she uses the other end of the towel to dry his face.

"Ah." He just lies there for a moment. Buffy gets up, takes the basin and towel to the sink.

"We think we do." She doesn't look up from her work. "Something's playing you. Some ghost or demon has figured out how to control you. I've got the gang researching it right now. Xander has a theory that you're being triggered."

"What?" Not what she expected to hear, certainly, and not welcome words. For the first time ever.

"Buffy, you have to kill me. " He looks at her, perfectly earnest, deadly serious.

"You don't understand," she says, clearly not considering it for a moment. When I left the room earlier, I heard you talking to som..."

He cuts her off. "Do have any idea what I'm capable of?" He's more together now than he's been for a long time.

"I was in the cellar with you," she says. "I saw what you did." Not happy about it, but still not going to do what he wants.

"I'm not talking about the cellar," he says impatiently. "People in the cellar got off easy. I'm talking about me. Buffy, you've never met the real me."

Her lips purse. What was all that dancing they've done over the years, then? "Believe me, I'm well aware of what you're capable of."

"No," he says, "You got off easy, too." There's impatience in his voice. He stands up, rattling the chains, and she flinches. He takes a step forward, does the Big Bad slouch. "Do you know how much blood you can drink from a girl before she'll die?" he says, deliberately pushing, trying to make her -see- what a monster he was. His eyes go hard. "I do. You see, the trick is to drink just enough, to know how to damage them juuuust enough, so that they'll still cry when you..." He breaks off, unable to say the words. After a moment he goes on. "Cause it's not worth it if they don't cry." His voice trembles, almost breaks; what he's saying sickens him, but he has to make her understand that he was so much worse than she can imagine...

She isn't having any. "It's not your fault," she says firmly. "You're not the one doing this."

"I already did it. It's already done." He's talking about before the soul, but she doesn't seem to realize that. He gives her the head tilt, tongue against his lower teeth in a taunting leer. "You want to know what I've done to girls Dawn's age?" She looks away--that was a low blow, and she knows he did it on purpose. But she looks back up at him, still calm. Still not buying it. He looks at her, deadly serious. "This is me, Buffy. You've got to kill me before I get out."

"We can keep you locked up," she says softly. She's almost pleading with him. "Keep you here, and we'll figure out..."

"Have you ever really asked yourself why you can't do it?" he snaps, interrupting her. "Off me? After everything I've done? To you, to the people around you?" He looks at her, pain in his eyes." "It's not love. We both know that."

"DON'T do that." The pain is in his voice, now, too. "Don't rationalize this into some noble act. We both know the truth of it." He turns away, unable to look at her. "You like men who hurt you." The words are razors in his throat; he never wanted to hurt her.

He looks back up at her. "You need the pain we cause you," he says, with perhaps a touch of sorrow. "You need the hate. You need it to do your job, to be the Slayer."

"NO." Suddenly she's very vehement. She takes a step toward him, visibly calming herself down. "I don't hate like that," she says softly. "Not you. Or myself. Not any more." Her voice takes on an almost vicious tone. "You think you have insight now, because your soul's drenched in blood? You don't know me. You don't even know you." She calms herself again. "Was that you who killed those people in the cellar? Was that you who waited for those girls?"

"That's NOT TRUE!" He can't be the one, not if he's got a soul now. He can't be the same. "Listen to me. You're not alive because of hate. Or pain. You're alive because I saw you change. Because I saw your penance." The pain she's seen in him vibrates through her, makes her voice shake.

He lunges forward, straining against the chains. This time, she doesn't flinch. "Window dressing," he spits at her.

She takes a step toward him. "Be easier, wouldn't it? If it were an act." She is the goading, snarky Slayer for just a second. Then her voice gentles. "But it's not. You faced the monster inside of you and you fought back. You risked =everything= to b e a better man."

"And you -can- be," she says, softly, fiercely. "You -are-. You may not see it. But I do. I =do=." Her voice softens even more, her eyes are perhaps a little shiny, her lower lip trembles slightly. "I believe in you, Spike."

He does the confused head-tilt, almost not understanding what she's saying. She sees him? Can that be what she means? For a long moment he stares at her, not saying anything.

And the basement window shatters inward, the front door likewise, and the hooded minions pour into the house.

The Scoobies fight them, taking them out right and left. When the fight is over, everybody's mostly okay. Xander looks around, comments that he thought there were more of them.

"Spike!" Buffy says, and races down to the basement. The manacles are hanging empty. He's gone.

The first aid kit is brought out by Willow as Dawn and Anya sit on the couch, in pain and shock. Xander and Buffy walk in, and Xander comments that the robed guys were fast, and organized. Buffy says they were after Spike all along. Buffy then goes over to one of the dead figures and looks at the face. "I know these guys... I've seen them before. We are being haunted. This isn't some demon. it's all the same thing. Spike's ghosts, the people you guys saw... from beneath us. It's all the same thing. I know what we're up against: the First.

At Watchers Headquarters, Quenten Travers walks through a messed up room. Papers and books lay scattered everwhere as Watcher-workers clean up the mess. One of them informs him that they've lost contact with various parts of the world and that they've been hit hard, with casualties reporting. Another says they're crippled, but Quentin says it's all right, they are strong, and still in control of their fate. He then starts a strong motivational speech, saying that the First Evil has declared war on their institution, and the first attack was most effective, but he believes it's time they strike back. He demands confirmations on all remaining operatives worldwide, tactical alerts, and to begin to move out. They are planning a trip to the Hellmouth. He turns to address those who stand around him, proudly, strongly saying "My friends, these are the times that define us. Proverbs 24:6 "For by wise counsel, you shall wage your war..."

Then, the building blows up. BOOM! Fire! Flame! (actually, kinda quick, but yeah, they're toast).

Unseen figures bind a naked arm to a large wooden beam with a leather strap. We see a rack of very sharp knives and other implements of torture, and then the figures strap the other arm to a different beam. It's Spike, stripped of his shirt. Morphy!Spike watches, amused. "You'll have to excuse the spectacle," it says,smiling, "but I've always been a bit of a sucker for the old classics."

One of the minions picks up a knife. Spike tries not to, but cries out as the minion cuts into his abdomen. When it's finished, he gives Morphy a killing look.

"Oh, don't look at me that way," it says. "I wanted to do this more subtle-like. But my harbingers have a tendency to call attention to themselves."

The minion carves into Spike again, and he screams, then gives a strangled groan. Morphy comes closer. "You're the one who couldn't hold your end of the bargain," it says, as though talking to a recalcitrant child. "You're the one who couldn't take care of whatsisname. You're the one who had to make breakthroughs and learn something about himself." Its tone is way over into sarcasm.

The minion picks up a small rectangular instrument, and Spike moans as it slices into his flesh.

"So now," Morphy says, stepping back and folding its arms, "fittingly, you're the one who gets to do the honors."

Morphy!Spike melts into Morphy!Buffy. "I have to admit," it says, "I'm glad it worked out this way. I was going to bleed Andew, but.." Its voice goes low and sexy. "You look a lot better with your shirt off."

The minions start to crank a windlass, and the thing Spike is bound to--it looks like a huge wooden wheel--begins to rise into the air. There are three symbols carved into his chest and abdomen, and they're bleeding freely. The minions maneuver the wheel, with Spike facing downwards, to hang directly over the huge seal set into the earth floor.

"To he honest," Morphy!Buffy says, "I'm getting a little tired of subtle. I think it's about time we brought some authority to our presence. Now, Spike. You want to see what a real vampire looks like?" It smiles coldly.

Spike's blood streams from the sigils cut into his flesh, dripping on the seal. The star in the middle of the thing folds up, making a pyramid which quickly sinks down into the earth. A gnarled hand with claw-like nails comes up, groping for purchase on the dirt floor , and a creature crawls up out of the depths. It's old, immensly old, its skin pulled tight around its skull. Its ears are small and pointed, and long fangs protrude from its open mouth. It reaches upward, snarling, and roars. Spike looks at Morphy!Buffy in horrified shock.

"It's a loop. It's like the Mummy hand. I'm doomed to replace these windows for all eternity" Xander remarks as he looks at the broken windows. Still nighttime in the Summers living room which is still torn to shreds from the previous attack of the Bringers. The Scoobies have ignored most of the mess and, despite signs of exhaustion, are researching, with Willow at her laptop, Dawn, Anya, and Buffy booking it, Andrew tied up in a corner in a to a chair unconscious, and Xander sweeping broken glass. Anya and Willow find nothing in the books and ask Buffy if she's sure the... whatever... called itself the first. Buffy tells them that's what it claimed, and after Anya hints that it was probably just demon boasting, Buffy says she felt it before and it was old and big. She says it nearly got Angel to kill himself and they've got to work fast or the same thing might happen to Spike. Xander wonders why Andrew's still out of it, to which Dawn wonders if he's faking. She gets up and moves to Andrew and punches him hard, but no reaction. Dawn goes to whap him again but Buffy stops her. Dawn sits down in a huff "Anya gets to hit him..." Willow gets momentarily excited, finding something about the First, but it turns out to be the first bank of Delaware. Buffy now looks very frustrated as she asks one of the others for a book. Buffy takes the book from an unseen person, and we here Joyce's voice, asking Buffy if she needs anything else, perhaps some tea.

Buffy looks up at her mother with happiness for a moment, then she becomes hard "you're not real." Buffy says she's the first, but Joyce ignores the comment, saying that Buffy's tired and should get some rest. Buffy is tossed between wanting to believe it's her mother and thinking it's the First. Joyce then tells her that she must wake up. "You're dreaming" says Xander. Buffy is shaken awake by Xander's voice. Everything is as it was, and Joyce is nowhere to be found. Buffy asks if Xander saw "it", but he just chalks it up to her dreaming.

Across a cavern floor a Spike is being dragged. Someone is being pulled by the new ugly UberVamp (from the end of the last episode). The cavern is lit by fire. Spike ain't looking too good. He's pale and still has lots of cuts on his body. In appears the first in the form of a perfectly healthy, normal Spike. MorphyDru makes a "kick the Spike" comment and then morphs into Drusilla! Drusilla starts demeaning Spike as the UberVamp starts kicking Spike HARD. "Till then, we'll have our way with this one. Got it coming, he does." says MorphyDru as the UberVamp looks really mean and closes in on Spike again, who howls in pain.

In the Summers home, it's now daytime. We see Andrew sitting unconscious until SPLASH, a bunch of water hits him dead in the face. A LITTLE reaction, but not much. Anya and Dawn stand over him with an empty cup. Anya's bummed it didn't do anything. Dawn suggests maybe using hot water. Buffy walks into the room and both Anya and Dawn plop onto the couch, trying to act like they didn't do anything. The act over obvious, saying they weren't doing anything without Buffy asking. Just then Andrew stirs. "Oh! Look who's awake!" Comments Dawn. Andrew awakes, choking on water, then seeing Buffy, thanks her for saving him. Buffy looks at him somewhat uncaring and says that if he doesn't tell them what they want to know, they're going to offer him to the First for dinner. "The first what?" Andrew asks, not knowing what they're talking about. Anya and Dawn explain it to him, but he complains that it doesn't sound very ominous, "... like Lex or Voldimort..." Buffy interrupts, asking where the seal is.

Now walking in the basement of Sunnydale High, Andrew leads Xander, Buffy, and Dawn to the seal. He apparently got them lost a few times, but they finally find it. "Look at the goat heady badness" comments Xander upon seeing it. Buffy asks what it does, but Andrew says he doesn't know, it didn't work because there wasn't enough blood. Dawn sees the toucher wheel off on the side and comments how there's lots of blood on it. "Looks like the first made another sacrifice, or a music video..." Buffy thinks that what Spike was taken for. Andrew starts to get nervous, saying the wheel wasn't there before and he had nothing to do with it. Xander gets in his face "Thanks for clearing that up. 'Cause otherwise we might have thought you were up to no good here at the satanic manhole cover. YOU KILLED YOUR BEST FRIEND!" Andrew says Johnathan told him he was in a place of joy and peace, but Xander corrects him, saying he got tricked by a fake ghost. Buffy shuts the two up and hands them shovels, saying they can't leave the seal exposed, it's too dangerous. All four start to work on burying the seal.

"Man, this place gives me the creeps. It's like in Wonder Woman, issue 297-299" says Andrew as they walk through the corridors, starting to exit

"That was cool." Xander agrees, smiling, but then quickly gets tough, having spotted his geekyness. "This way" he says as he pushes Andrew forward. Dawn and Buffy walk behind with Buffy still carrying a shovel. Dawn asks Buffy what now, with Spike being taken by the First. Buffy starts to explain but then, turning a corner, they bump into Principal Wood, who also carries a shovel. Wood nervously says he thought Buffy was sick, but Dawn goes into a over-informational description of how sick Buffy was, and saying with the help of some pills, Buffy's better. Buffy then notices the shovel in Wood's hand, which he explains away as someone having left it in the courtyard. Wood notices the shovel in Buffy's hand, which she quick-thinkingly passes off as helping Dawn with a school project, burying a time capsule. "Hello people of the future, kids today like Red Bull and Jackass!" Dawn remarks nervously. Buffy and Dawn turn to go, but Wood holds them up, hoping that Buffy will be back to work soon, as he's got a bit of a backup with kids wanting to talk to her. Buffy assures him she'll be there, she's all better. Both parties turn to leave, and Buffy looks suspiciously over her shoulder, the same as Wood does.

Back at the Summers home (hard to tell, looks like evening), Buffy and Xander go over what's happening. Dawn is researching the Seal of Danzathar on the laptop while Anya helps Willow prepare a locator spell to find the First, lighting candles and such on the dining room table. Xander tells Buffy she should get some rest, she's been up for two days, but Buffy shakes it off, saying she wants to know what's up and will wait to see. Willow sprinkles magic power in a circle on a map. Buffy starts to tell Xander how powerful the First looked, but then BOOF! A magical explosion comes from Willow, sending Anya flying against the wall and driving Dawn from her chair.

The wind picks up and Willow stands, hair flying and a eery orange glowing vapor enters her nostrils from a spell-casting bowl in front of her. Buffy looks on wide-eyed as Willow looks up, reminiscent of her Dark Willow persona, with black eyes and black hair. Then from her mouth, the form of the First comes out, with huge horns and glowing, demonic eyes (trust me, folks. It looks REAL cool). Willow opens her mouth again and orange lightning comes out, sending Buffy flying into the front hall with a blast. "You will only make me stronger!" Willow says in a demonic voice. Xander then rushes over, grabs the glowing spell bowl, and smashes it against the wall. Willow collapses as Buffy rushes over to her. Willow panics "It's still in me, I feel it..." Buffy tries to calm her, telling her it's ok, it's not in her. Willow is very panicked, saying she can't use magic, she doesn't want to hurt people. Buffy tells her they won't use magic to fight the First and still tries to calm her.

Her mind set, Buffy is preparing to go out spur of the moment and find the First to do battle. Xander tries to convince her to let someone go with, but she refuses, saying she'll tackle it alone. Buffy opens the front door to find... Giles! Giles stands there, smiling, as Buffy gets joyfully wide eyed. She starts forward to hug Giles, but a girl jumps in between them, heading into the house "Bit of a mess" she says in a British accent. Another follows close behind, then a third, pausing to look at Buffy. "This is the Slayer?" she says looking Buffy up and down. "huh..." she says as she continues in. Confused, Buffy looks at Giles, who smiles "I'm afraid we have a slight apocalypse..."

"They're all Slayers?" Dawn asks, looking at the three new girls who stand in a line before them all, slightly uncomfortable at the situation. Giles says that they're potential Slayers, waiting to be called. He says that there were many more like them, but most have been killed off, the remaining few are on their way to Sunnydale. "They were all murdered" says Buffy as we get a flashback of the Istanbul SIT's death. "In cold blood" says Giles, as we get a flashback of the Frankfurt SIT's death, "along with their watchers" he adds as we see a glimpse of Giles talking to his watcher friend who lays near death. Giles continues to tell that the Watchers Council always feared something like this would happen, something erasing all the Slayers in Training, along with their watchers, and methods. "And then Faith, and then me" adds Buffy.

Willow says they're stuck, not finding any information on the First, no documentation of any sort. Giles says that's because it pre-dates the written word. The only info to be found was in the Council library. Anya asks what the Counsel has to say about all of this. Giles gets a pained look on his face. "Gone. Obliterated. They were in session and there was an explosion." Willow asks about all the counsels records, to which Giles looks at one of the SIT's, calling Annabelle's name. Annabelle (a British red-head, hair like Dawns, average looking) pulls open a backpack and produces two books and some files, laying them on the table. Giles says that's what's left of the mystic secrets of the Watchers, along with the little information he could find on the First. All look at Giles, puzzled. Giles admits that when he learned what was going on, he stole the files. Anya looks shocked "and you blew up the counsel! See, this is what happens when you get all stuffy and repressed! You overreact." Giles corrects her, saying that it probably was an agent of the First that set the explosion after his little burglary session. He explains he had to protect the knowledge in the files, with no time for beauacracy or debate with the Counsel. "And it cost them their lives!" Andrew blurts out from a corner, still tied to a chair, trying to get involved. Everyone just looks at him until Buffy motions Xander to gag Andrew.

Buffy asks what the files say. Giles says very little: The First can change form, can only appear in the guise of someone who has passed away, and that it's non-corporeal, not being able to touch or be touched. It fights through those it tricks or through it's servants, the Bringers. "those freaks in the black robes" says Kennedy (SIT number 2, a bit shorter than the others, no British accent, jeans jacket, dark wavy hair.)

"Yeah. With the hoodies and the crazy alphabet eyes. I didn't see. I just heard that..." says SIT number 3, Molly (Cockney accent, brunette with long pigtails, colorful pinkish jacket, kinda girlish-punk). Annabelle hushes Molly as Giles continues. He says this is bigger than anything they've faced before. "There's evil, then there's the thing that created it." Giles is very serious in saying that he's not sure how they can beat it. He fears for the Slayer line being extinguished and the hellmouth having no guardian. Giles looks at Buffy and says that they'll help how they can but it all falls to her to protect the girls, and the world against what's coming.

"But no pressure..." Xander quips. Kennedy starts to get a little freaked out, wondering if that's the plan, having no plan, relying on the Slayer? She says the First had her Watcher torn apart, and now it's coming for them, and that it might not be such a great idea to be sitting ON the hellmouth. Annabelle hushes Kennedy's tirade, but Buffy agrees, saying that they need more muscle, and that they need to find Spike. "Yeah, he'll help. If he's not crazy. Or killing people. Or dead. Or, you know, all of the above." comments Anya.

Spike's head is thrust into a pool of dirty water in the cave. We see him struggle for a bit, bubbles coming from his mouth, then he goes limp. (and please, I've seen the debates... I don't know about the breath/vampire thing, so don't ask) MorphyDru looks on as the UberVamp holds Spike under. He then picks him up and throws him out of the pool. "That's why our kind make such good dollys" MorphyDru quips as Spike gurgles up a mouthful of water "hard to kill..." MorphyDru comments on how Spike tried to spill the secrets to Buffy, but he won't be able to now. In her usual wacked-out manner, MorphyDru lightly flirts with Spike, then says they're not done with him yet. She clicks her tounge as the UberVamp smiles and growls evilly, picking Spike up and plunging his head into the water again.

Giles walks with Buffy down a nighttime Sunnydale street. He questions her on the Christmas tree lot (from Amends) where she saw the First years ago, but she says it was actually in caves underneath. As they walk, they pass Christmas lights and decorations, and Buffy comments how she almost forgot the time of the year, and wonders if they should go home and decorate the rubble. She wonders if he'll ever come back for a real visit. "If we survive this, I promise" he says. "Good, 'cause I miss you." She says emotionally. "I miss you too" he responds.

"So how long have you followed Buffy?" Andrew asks. Xander says that he doesn't follow Buffy, she's his best friend. "She seems like she'd be a good leader" Andrew continues "her hair is shiny. Does she make you stab things?"

Willow is trying to make bedding arrangements, setting up the couch for one of the SIT. Kennedy tells Willow that it's not a good idea to have Molly sleep in Dawn's room, Molly will talk her ear off. Willow has the idea of Molly downstairs, Annabelle in Willow's room, and Kennedy in Dawns. Kennedy says bad idea, Annabelle snores. Willow gives up and hands a stack of blankets and sheets to Kennedy, saying she can figure it out. "Ok" Kennedy says, smiling. She heads upstairs, but turns to Willow with a smirk "you'd better not hog the covers." Willow is thrown, not knowing what to think or do. Was that a flirt?

Dawn comes into Willow (still thrown) saying that Annabelle and Molly are looking for food, and that she burned the Mac and Cheese. Dawn says they can try and pass it off as something "Blackened" but as they walk into the kitchen, Anya is tossing the Mac and Cheese in the garbage. Willow suggests pizza. "As long as it's plain, I'm Veggie" says Annabelle. Molly says Annabelle's cracked, then spots a box of cookies. Dawn, Willow, Annabelle, and Molly all dive into the box. (at this point someone is mumbling in the background. I'm assuming it's Anya, who is at the sink doing dishes. it sounds like complaining, but honestly, you can't tell WHAT she's saying. I think it's a last-minute voiceover).

Out at a Christmas Tree lot, Giles and Buffy walk, searching for the entrance to the cave. Buffy says it looks familiar as Giles walks away a little bit. CRUNCH! "Found it" calls out Buffy up from the cave mouth. The entrance was covered by boards and leaves. Giles calls down to her to see if she's ok. She says yes and gets up to look around, telling Giles to stay up above.

Buffy begins to walk and look around, but with each step she grows more curious and wary. She feels something is following her, and we see glimpses of fast moving shadows moving behind her. She looks behind her, then turning her head, out of nowhere, the UberVamp appears! He snarls and with his first punch to her chest, Buffy is sent flying a good 6 feet into a cave wall. The fight begins, and at first it seems somewhat equal, but slowly we learn that this UberVamp is quick, and strong, and damn good, blocking and dodging every punch and kick Buffy throws. Buffy gets hit and dive rolls a little distance away, pulling out a stake. The UberVamp attacks, and Buffy jams the stake in it's heart. The UberVamp staggers... but doesn't dust! It stands there, grinning evilly, and looks at Buffy coldly as it pulls out the stake. Buffy's face turns cold from shock.

Commercial Break: The Nissan 350z. Buy it. It's the coolest car! It goes fast! It looks keen! Damn, it's sexy, too!

The UberVamp attacks again, and this time it is mostly a one sided battle. Buffy is on the defensive, trying to block and dodge, but she is grabbed, thrown into cave walls, slashed with her own stake, and gets her hand crushed by a blocked, caught punch. The UberVamp grabs her by the throat and raises her up, but Buffy out of desperation grabs a nearby stalactite (stalagmite? whichever one points down) and bops the UberVamp on the head with it. She then rushes over to the open cave ceiling where she fell through and starts to scramble up the side. She reaches the top and starts to claw her way out, but UberVamp has other ideas, grabbing her ankle and dragging her back down. On the way down she kick him again and scrambles up again. The UberVamp follows, and just as he's about to crawl out of the hole, Giles is seen, or rather a silhouette of Giles standing in front of a new day's dawn (it's kinda weird, like Giles appearing to glow for a second, but I don't wanna read into anything). The UberVamp shades it's eyes and crawls back down below in the pit.

Morning at the Summer's home, Buffy and Giles walk in early to find all three SIT's in the kitchen, eagerly munching away on breakfast stuffs. They notice that Buffy looks a little bit shaken. Buffy says she just got in a little fight, but doesn't know with what and asks Giles. Giles wonders if this conversation shouldn't be private, motioning to the SIT's. "You mean not in front of the next generation? No time to coddle them, Giles. Welcome to the war room, guys." Buffy says to the SIT's, which perks their interest (and sends Annabelle grabbing a pad and paper to make notes.). Giles tells Buffy that what she fought was a Turok-Han, the Neanderthal equivalent of a Vampire. They're animalistic and vicious, and are "The vampires that vampires fear." Giles says that they're an entirely different race and, up until that morning, the thought they were a myth. Buffy wonders if it's a co-incidence that the Turok-han and the First are both appearing now. Giles says it's more likely the UberVamp is an agent of the First. "Um... did you slay it?" Asks Annabelle, a little nervously. "No, it's still out there somewhere..." Buffy says, defeatedly. She tells them that Sunlight seems to be keeping the UberVamp at bay, which gets Giles to suggest that Buffy get some sleep. Buffy says she can't, she's got to work and do research at the same time. Buffy then turns to the SIT's and apologizes that there's not much more to do than sit tight for now. Buffy heads out to work as Giles asks how she's going to research "something as ill-defined as the First?" Buffy says she has ways...

"evil" is typed out on an internet search engine (hard to tell which one... not Google, I know that). Buffy is at work, on the phone with one of the Scoobies as she types. She says she re-checked the basement for clues but found nothing. She then hits enter on her search, hoping that the First isn't ready for modern technology. "Displaying results 1-10 of 900,517" She'll try and narrow the search a bit. She hangs up and continues searching as Principal Wood walks up behind her and reads her screen. "Manifestations of Evil" he reads... then Buffy types further "in the movies". She tries to cover, saying that she's just looking for some movies to rent. "I just love those evil, evil movies" she says. "As opposed to Rob Schnieder's Oeuvre." Wood says. Buffy then sits across from Buffy, saying that he's not a fan of scary movies, thinking it takes kids to a place they shouldn't be. Buffy says "it's not for the kids. Wood suddenly gets a little too serious, saying "once you see true evil, it can have some serious afterburn, and you can't unsee what you saw... Ever. It's just one opinion." Then he gets up and his mood lightens a tad. Buffy asks him what kind of movies he likes as he's leaving. Without turning towards her, he answers "Mysteries. I love finding out what's underneath it all at the very end."

"Think of it as a game, a fun, funny game." MorphyDru looks down on Spike, who is somehow pinned or chained to a cave rock. Her tone is SLIGHTLY "Drusilla-ish", but there's something a hint more serious within her. She is talking about sides, wondering which side Spike will take, and starts gyrating in front of him, flirting with him. "You're not Drusilla" Spike says coldly, which sends MorphyDru into evil laughter. "She was crazier than you..." he finishes. MorphyDru is hurt a bit, but comes back and starts flirting with Spike again, sniffing him, smelling him, then nodding off to the side. The UberVamp punches Spike on the side of the face HARD. MorphyDru says that Spike's been bad, and wants him to choose a side as the UberVamp slugs him again. Spike, beaten to a pulp, says slowly, meaningfully "Dru... love... get bent." "Stupid, stubborn Daddy" MorphyDru pulls back as the UberVamp starts punching the crap out of Spike (I counted 9 hits before they cut away).

At the School, Buffy goes into a washroom and checks herself out in the mirror. There is a cut on her forehead (that Wood did not see because her hair was covering it) and she checks her arm which is all bruised and cut. "honey, what happened?" says Joyce from behind as a hand reaches out to tend to Buffy's arm. We suddenly see Buffy in her home's bathroom, with Joyce looking concerned at Buffy. Buffy says her arm is ok. Joyce says she has to rest, has to heal. Buffy says she can't, there's no time. Joyce counters by asking if Buffy's worried about the sun going down? She can't control the setting of the sun. Buffy says her friends need her, which has Joyce remark that her friend are always putting too much pressure on her. Buffy says evil is coming. Joyce then says that evil is already here, it always has been here, and it's a natural part of everyone. "No one can stop it, not even..."

Joyce's voice trails off with the ringing of a school bell. Buffy awakes at her desk to find herself staring at a teen boy. Buffy apologizes and asks what they were talking about, but the boy says she doesn't care, just like all the others, and he gets up to leave. Buffy tries to get him back, apologizing and trying to call after him, trying to remember his name. Her head sinks in her hands as Principal Wood watches from his office, coldly looking at Buffy.

Picking out weapons from the weapons chest, Willow and Dawn are getting ready as Giles gives a time check of when the sun will set (17 min). Buffy watches as Xander finishes nailing up boards against the main living room windows, the three SIT's sit nervously on the couch as Xander says his little joke-speech: "Hey. Junior Slayers. Don't look so worried. I mean, sure, we may not know where Spike is, or how to fight The First, or if and when this Super-style vampire is gonna attack us all, however, house. Boarded up. All we gotta do now is trap this UberVamp in the pantry and it's game over." Willow tries to calm the now shaken SIT's, telling Xander to ease up on the newbies with the whole jokes in the face of death thing. "Who's joking?" Xander finishes "That pantry thing could work. You saying M. Night Shamyalan lied to us?" (what movie is he referencing? someone?)

Willow then turns to Buffy and tries to apologize for earlier, with everything going all arrrr and eeeee and eeerrrr and stuff, and her wanting to help out but not. Buffy says it's ok. Willow says "I have so much power, but when I try to use it..." "Don't" Buffy says, and again tells her it's ok. Buffy turns to go, but Willow says that Buffy needs help. She knows her friend and Buffy won't ask for help, even when she needs it. Buffy says she'll be ok.

Just then Kennedy has a request: weapons. She's wondering why the SIT's can't use weapons. Annabelle says that they'll get weapons when the Slayer says they're ready. Molly says she's ready, but Annabelle says she's scared. Kennedy says she knows what could help: Weapons! She says they're sitting ducks without them. Annabelle says they're safe in the house with the Slayer. Kennedy retorts that she look around at the house and points out the boarded up windows. "It'll be coming straight for us" mumbles Annabelle, her mind changing. "We should load them up Giles." says Buffy and the three SIT's dash for the weapons chest.

Andrew still sits tied up as he remarks he has a bad feeling about the situation and that he'd better be untied. Buffy wonders how that will help them. Andrew admits that they probably think of him as some sort of evil bad guy but he's not anymore. Buffy and the gang head out of the room as Andrew continues to babble on about how he's like Vader in the last few moments of Jedi, only ending with... "These ropes itch..."

In a side room, Buffy and Giles watch as the sun slowly sets. Giles says that everyone is ok and that they understand that Buffy is calling the shots. "Not exactly what I wanted to hear" she quips. Just then Molly enters with disturbing news: Annabelle has split.

Outside, night, Annabelle runs frantically down a side street, along side a factory. She clutches a cross that hangs around her neck and nervously looks behind her. Turning a corner, she runs right into the UberVamp, who doesn't even give her time to scream. He snarls evilly, grabs her by the neck, lifts her up. We see the pavement and hear a "crunch" of breaking bones and then see the crucifix fall to the ground.

Commercial Break: I told my good friends at the Succubus Club I'd advertise their site, but they didn't respond to the e-mail I never sent, so I'm not gonna. Nyah Nyah... PTBPTB

Buffy arrives on the scene to find Annabelle laying dead, the cross laying next to her body. Suddenly from above, the UberVamp strikes, sending Buffy to the ground hard. It's now that she turns with a terrified look on her face and has a REAL good look at the UberVamp (who of course is all fangy and such). She goes to kick, and misses. Punches, and misses. The UberVamp is fast, and strikes her hard in the stomach. He then grabs her by the throat and lifts her up, but Buffy spits a big mouthful of blood in his face, distracting him. He drops her and she takes off, visibly limping. Licking the blood off his face and fingers, the UberVamp pursues.

Note: the next scenes are very, very reminiscent of "Terminator", complete with setting and similar music. It's too much a co-incidence, and I think it might be more an homage.

Buffy limps desperately into a factory as the UberVamp walks after her, snarling all the way. He follows her in and out of machinery (printing presses or something?) and she is limping the entire way. Turning a corner, he loses her momentarily. She pops up behind and hits UberVamp with a pipe, but it barely affects him. He starts throwing punches and kicks, leveling Buffy, really letting her have it. He sends her flying a small distance away then approaches. Buffy notices a dangling pallets of heavy pipes above the UberVamp and hits a release lever next to her. The pallet falls and WHAM, flattens the UberVamp! Buffy gets up and starts to limp away, panicked, but then she hears noise behind her. The UberVamp rises from amongst the pipes, unscathed! He jumps to the pursuit as Buffy takes off and he quickly catches up to her in an outside area again. He grabs her and throws her into a wall, punches her, kicks her, once again beating the crap out of her, then he sends her flying into and THROUGH a cynderblock wall! Dust and debris cover her slowly as the image goes black.

Then the moonlight shines on her face again as the rubble is removed. Xander, Giles, and Willow look down in horror at a motionless Buffy. "Oh god almighty" says Xander.

"Do you know why you're alive?" MorphyDru addresses Spike, but now her tone is drop dead serious, no wavering or crazy ramblings. "you're alive for one reason, and for one reason only. Because I wish it." MorphyDru looks down on a badly beaten yet snarky Spike, who says he's through being a puppet for whatever she is. "And what makes you think you have a choice? What makes you think you will ever be any good at all in this world?" MorphyDru says, quite agitated.

Up in her room, Buffy sits on her bed, staring blankly at a wall, bruised and bandaged up, as we hear Willow and Giles talk downstairs about how badly Buffy was beaten. Giles thinks there may be internal bleeding.

Giles continues, still downstairs in the dining room, addressing the troops (Dawn, Xander, Anya, Willow, and the two remaining SIT's Molly and Kennedy). He talks about how this situation is unusual and that without Buffy they're now back to square one. "I don't know if we can fight it." he says, exasperated.

Buffy suddenly appears at the dining room entrance, looking battered but still strong. "We don't know how to fight it. We don't know when it'll come. Can't run, can't hide... can't pretend it's not the end 'cause it is. Something has always been there to try and destroy the world. We've beaten them back, but we're not dealing with them anymore. We're dealing with the reason they exist. Evil. The strongest. The First."

"I'm beyond tired. I'm beyond scared. I'm standing on the mouth of Hell and it's going to swallow me whole..."

Suddenly her mood changes. "and it'll choke on me. We're not ready? THEY'RE not ready. They think we're gonna wait for the end to come, like we always do, I'm done waiting. They want an apocalypse? We'll give 'em one. Anyone else who wants to run do it now, because we just became an army. We just declared war. From now on we won't just face our worst fears, we will seek them out. We will find them and cut out their hearts, one by one, until the First shows itself for what it is. And I will kill it myself. There's only one thing on this earth more powerful than evil. And that's us."

The bus's door opens and people get out, one of which is a young African-American girl who carries a backpack. She looks around at the deserted night-time bus-station, not seeing a soul. Immediately she heads to a payphone and starts looking through the phone book under "S." When she comes to the area where "Summers" would be, her hand comes across the remains of pages that were torn out. Just then a shadow crosses her face and she looks up to see a Bringer, who waves a knife in her face meanacingly. She turns, paniced, and off in the distance she sees two more Bringers standing inbetween two parked busses, also doing the threatening knife wave. The first Bringer bears down on her as she slumps down against the wall, too scared and shocked to do anything. Suddenly the two distant Bringers are thrown up by something, as if being punched. It's Buffy, coming up from behind and starting to punch and kick them. The first Bringer rushes to the attack as the other two fight with her inbetween the busses. She quickly dispatches them with punches, kicks, and then their own daggers, then turns her attention to the first Bringer, who turns and runs in panic. "Hey! Try picking on someone my own size!" Buffy yells after the fleeing figure as she takes one of the dead Bringers curved daggers and throws it, planting it square in the first Bringer's back. Dead.

"Rona, right? I just got word you were arriving" Buffy helps a stunned Rona to her feet. Still trying to catch her breath, Rona is still a little shaken as she tells Buffy she was told she'd be safe here. Buffy reassures her... sort of, saying she is safe, until she gets attacked again. The two start to walk off into the night as Rona questions the "again" part, which Buffy answers with "Welcome to the Hellmouth."

Nighttime, and Willow is struggling in her room to try and sleep on the floor as Kennedy tells her she should be up there with her in her nice big warm bed. Willow tells her nervously that it's ok, she's comfortable on the floor. Kennedy notices the uneasyness, but Willow tells her it's because Buffy's out. Kennedy asks how many girls are arriving? Willow says just one, but more will be coming. Some more light hints at trying to convince Willow to get into the more comfortable bed, Kennedy then mentions that things will get ugly with all these girls and not enough bathrooms. Willow smiles and thinks that Kennedy grew up in a large family. Kennedy says no, only one half-sister, and they didn't have to share, "her bathroom was in a different wing of the house." Willow questions "Wing? Your house had wings?" Kennedy hints at her family being rich, mentioning a summer home in the hamptons, but she quickly changes the subject, asking Willow what her deal is with the new-agey magic. Willow says that it's kinda old-agey, and tries to change the subject away from magic talk, mentioning that she's tired. Kennedy says if she was tired, she'd be snoozing downstairs with the other girls.

Instead of sleeping, we find Molly in the living room telling other Slayers-In-Training about Annabell, who always seemed the level-headed one before she paniced and got taken out by the Turok-Han. The three SIT's, all new and not seen before, listen to it as if it's a ghost story. They then all get worried looks on their faces as one of them mentiones that Buffy has been gone a long time. From a couch, Xander interrupts "Maybe potential slayers can go without sleep. Me, I'm no good unless I've had my usual 90 minutes." "I'm with him, keep the chatter down!... or speak up so I can hear you better. I'm bored, episode One bored..." pipes up Andrew, STILL tied to a chair and set apart from the rest of the group. In the front door walks Buffy and Rona and introductions are made with everyone saying "Hi Rona." "Um, why is that guy tied to a chair?" is Rona's first question. "The question you'll soon be asking is why isn't he gagged?" Xander answers. Giles and Anya walk in from the kitchen, Anya prepping another sleeping bag. Giles suggests Molly take Rona for something to eat and the two head towards the kitchen. Buffy mentions to the group that Rona had Bringers waiting and then says she needs a way to kill the First. Giles says after some research he did, they still have very little to go on. Anya says the same, saying she did the rounds in the demon community and came up with nothing. Buffy then asks for any info on the Turok-Han. "Any idea what can kill it... Sunlight? Fire? Germs?" Andrew interrupts, trying to insert himself into the conversation by asking how Buffy will get to Spike with the Turok-Han guarding him? Buffy wants to shut Andrew up, but says he's got a point. Eve (long blonde haired SIT) questions about Spike, asking if he's the vampire that was killing recently. Buffy starts to explain, but then gives up, saying it's complicated. The three new SIT's (I'm not gonna describe the other two until they're given names, so there. ) say that they've been talking and are wondering if there's any sort of plan. Buffy sighs and says simply that they're working on it. Giles interrupts, saying there is an avenue they haven't tried yet: Beljox's eye, a sort of oracle in a different dimension. Anya is somewhat disturbed by the suggestion, but Buffy says they have to know soon, as Spike is running short on time.

Hands raised and bound against a cavern wall, Spike is almost out of it, still cut up and bruised, eye all swollen, no shirt. A Bringer approaches with a knife and pulls back (apparently to just give Spike his daily slashing?), ready to swing. Spike suddenly comes to life, kicking up, blocking the knife with his leg, grabbing the Bringer inbetween his legs and cracks his neck! Alerted, another Bringer comes to attack with a flaming torch as Spike breaks his bonds from the wall and takes him out with one kick. Spike runs off down the cavern and rounding a corner he sees Buffy walk up. She looks at him and and smiles. He smiles back, almost laughing, then goes forward to greet her...

Spike is snapped back by the leather restraints. All a dream. The First-Buffy (in a different outfit) looks at him with a sneer, taunting him by seeing that he's thinking about "her" again. The First talks coldly, saying that Spike should just give it up because they can't win. She looks behind her at the Uber-Vamp, who snarls in agreement and heads off somewhere. The First starts to continue the disheartening talk when she notices Spike is muttering to himself. She pulls in closer to hear. "She... will come for me." He mutters in a half-aware state. "no, I won't" says the First-Buffy, smiling sarcastically.

Daytime in an alley and Anya and Giles confront Torg, a demon who is emptying garbage from a restaurant he works at. Torg is hurt by Anya, who apparently had an "evening" with her and was then rejected. Anya asks for help in frustraition, then tells Torg that she'll sleep with him if he'll give them the information they need. Torg is disgusted by the idea "Ugh... you're human! The way you look now, i wouldn't touch you for all the kittens in china." Having enough, Giles interrupts, saying that if Torg gives them the info, the Slayer won't come and destroy the restaurant and kill all the demons within. Torg thinks this over and then makes a move as if to threaten Giles with a big sharp barb that sticks out from the top of his hand. Torg then slashes his other hand across it and squeezes some ooze out of the new wound. He then throws his arm behind him, throwing the ooze into the air which, after saying some mystic summoning spell, causes the air to start to light up, a glowing white cloudy portal opening in front of them. Tork grabs his trash can "There's your stinking gateway, Anyanka. Don't let it hit you on the way out." Giles and Anya approach the glowing air tentatively and walk through...

... and they appear a dark dimension, barely lit, the only thing heard is whistling wind. Giles asks where Beljox's eye is? "Here" says an echoey voice. Giles and Anya both approach the oracle-demon (Picture a large veiny mass about the size of a beach ball, complete with veiny muscles coming from behind, and covered in small eyes. Oh, there's a cage-type restraint thing encircling it and chaned to unseen points by three places.)

The phone rings and Willow answers. It's the Coven and Willow is at first happy to hear from them, asking if they've gotten a certain spell to work. Her face turns serious as they relay some important information...

"Ow, that's my joystick hand!" Andrew complains as Xander unties him from the chair. Buffy walks up, arms folded, looking sternly at Andrew, giving him the lowdown: "We don't have time to babysit a hostage... so I'm here to tell you, if you try anything, try to run... you ever see the movie Misery?" Andrew says yes, 6 times, but he liked the book better, then the idea dawns on him of what Buffy's meaning is. Willow walks in and tells Buffy that another SIT arrived in Sunnydale two days ago, they're only learning about it now because the SIT's watcher was killed before he could inform them (one of the coven's more powerful seers detected her). Buffy sees that there's still a few hours of daylight left so she and Xander head out to retreve the SIT who is staying at the Sunspot hotel. Dawn passes them on the way out and questions Willow where they're going. Willow tells her about another SIT's arrival and that another one in the fold will be good. Dawn expresses concern, wondering how much help a bunch of scared SIT's will be.

In the basement, the SIT's are training: Molly is practicing flipping a stake (slowly), Kennedy holds a punching bag for one of the two yet to be named gals, the other is stretching. Eve asks what they're all doing there with a hint of sarcasm. "Called training. Didn't your Watcher ever teach you the word?" Nora says she never had a Watcher, just having found out what she is when the "crazy %$& monks" started coming for her. Eve continues with the gloom and doom talk, wondering what they're going to do. She's never seen a real vampire, let alone slayed one. The SIT who was stretching (hereby known as "hat-wearing SIT" cause she's wearing a knitted rainbow beret) says she saw a vampire, then backtracks and says she saw a picture of a vampire... a blurry picture. Eve says not one of them is remotely ready should any of them be activated as the Slayer. Kennedy says she feels ready. Nora wants clarification by saying that to be activated the Slayer has to die, then one of them is activated. "I prefer called" says Molly. "I heard there's more than one..." says Hat-SIT. Molly says it doesn't make any sense, but Eve keeps up the slightly worried, negative talk, saying that Buffy can't live forever and one of them will be called. They start talking about how they're not prepared, too young (excpet for Kennedy, who thinks she might be too old and it might be too late) as Eve says all they can do is sit around and wait for each other to die.

At a roadside hotel, Buffy knocks on a door to a room "hello? it's ok, we're friendly... and we have eyes." Xander peers into the side window, then seeing something, tells Buffy to break the door down. Buffy kicks the door open and they enter to find a dead blonde girl laying face down. Buffy feels her and says she's cold, been dead for days. Buffy then turns her over and is startled to see that it's Eve.

The SIT's all sit in a circle... "Just my personal opinion, but I don't think the slayer can protect us from the First" says Eve-First...

Andrew talks to Dawn, saying that Buffy wouldn't be as tough if there were a male ninja-slayer. Dawn defends her sister, saying Buffy could kick his %$&. Andrew then questions why they're trying to save Spike when he's a killer. Dawn says that Spike was being controlled by the First, and he has a soul now, and they need his help. Andrew gets a little miffed, saying that he's an evil genius and he can be of use too. Dawn questions what he can do, which Andrew says he can breed demons, and plan and such. "Buffy says if you keep talking I have permission to kill you" Dawn says to Andrew, who doubts at first, then believes, then smiles "licence to kill... pretty cool." Andrew then goes into a diatribe about Timothy Dalton's Bond and Dawn just looks at him strangely, wondering what language he's speaking. Andrew gets frustraited and plops down on the couch. "I'm so alone." he says. "Then maybe you shouldn't have killed your only friend." Dawn counters. She looks at him as he says he's in the know, has his fingers on the pulse of the situation. Dawn rolls her eyes and walks out as Andrew calls after her "You wanna play Kevin Bacon?"

Buffy enters the front door in a hurry with Xander in tow, looking in on everyone without a word. Dawn and Willow in the living room see she's worried and follow. Buffy peeks in on Andrew (who's worried because he had his feet on the couch), then he follows her. Buffy goes down into the basement, demanding "Get away from them." The SIT's are all confused, wondering what's wrong? Looking straight at Eve, Buffy demands "Get away from them" again. All stand apart from First-Eve as Dawn questions what's wrong. Xander says it's not Eve, Eve's dead. First-Eve smiles and admits her cover's been blown, turning to the other shocked girls and saying it's been fun spending the nights with them and learning a lot. Buffy demands "shut up and get out!" First-Eve gives a parting warning, saying that she's sending over a friend later that evening. She then dissapears with a smart-aleky "goodbye."

In the dimension of the Beljox, the huge pulsing mass of eyes speaks in mystic words, saying that the First always was and will be and can't be destoyed, yada yada. Giles says there must be some way. "What, am I talking to myself here? There's no way!" Beljox's eye snaps back. Anya's eager to leave, a little freaked, but Giles presses, asking why the First has chosen now to appear. The Eye says conditions weren't right up until now and that a disruption in the life of the Chosen one has allowed the First to appear. Giles demands to know what has caused the disruption. The Eye answers "the Slayer."

Back in the Summer's home, all the SIT's along with Buffy, Xander, Dawn, and Willow sit at the dining room table, freaked out by the First's appearance as Eve amongst them. The SIT's are filled with doubt, wondering how they'll be able to fight the First. Buffy tries to counter, saying that they've got to stick together and that now is not the time to fall apart, they're stronger than that. They just have to wait for Giles and Anya for information and stick together. Andrew interrupts from the corner "She's right! Where would the Justice League be if they hadn't put aside their differences to stop the Imperium and his shapeshifting alien horde?" "Dont' help me" says Buffy, stairing daggers into Andrew. Xander mentions that the Ubervamp is on his way there so they need a plan. Buffy says she thinks the Ubervamp doesn't need an invite into the house and turns to Willow, asking her if she thinks she could use magic. Willow sighs, realizing they need a barrier. The scene starts to break down as we hear the different SIT's start to question everything, how to fight, what if the barrier doesn't hold, how to kill the Ubervamp when Buffy staked it. Buffy watches and looks at Willow, who looks concerned. Both get up and slowly exit the worry-filled room, passing by Xander who is startled by something and blurts out "What?" He exits after them and all three scoobies stand silently in the kitchen as the SIT's jabber in the background.

In the cavern, the First in Eve form smiles evilly and tells the Ubervamp that the time has come to take them all, except for Buffy. The Ubervamp snarls and heads out as First-Eve turns and instantly morphs into Buffy, who approaches a still bound Spike, saying she just loves having him all to herself.

Night time and outside of the Summers home, Bringers surround. The SIT's look outside at the Bringers who simply stand there, waiting. Buffy says they're not there to attack, but instead to keep them from getting out. Buffy grabs a sword out of the weapons chest and hands it to Rona, who is still disheartened and asks "What's the point?" Kennedy points at the sword's tip "It's this end right here, you stick it in the bad guys." Kennedy then grabs a crossbow out of the chest and is obviously proficient at it's use. Andrew then approaches and asks Buffy for a weapon, saying he has a right to defend himself. Buffy grabs a bottle and hands it to Andrew. The bottle's label reads "holy water." Andrew at first looks dissapointed, then clutchees the bottle as if it's life itself.

In another room, Willow is trying to face her fear of using magic by gently floating a candle above her palm. Kennedy interrupts, seeing the magic and saying "Wow!" The candle drops into Willow's hand from the distraction and says she's just testing. Kennedy tells that she heard Willow went all bad Voodoo once and in a flirtatious tone hints that's something she'd like to see. Willow cuts her off, saying the last time she used magic the First got inside her and it was bad "I felt it. In every fiber of my being. Pure, undiluted evil. I could taste it." "What does evil taste like?" Kennedy asks. "Kinda Chalky" Willow answers.

Dawn gets their attention as she looks out the window, saying something's happening. They all peer out and see the Bringers parting for the Ubervamp, who walks up to the front door menacingly.

Commercial Break: Have an emergency that only a small thermonuclear device can handle? Try giving Bob's Nukes a call. Free radio detonators while supplies last!

"Bang... Bang..." The ubervamp bashes into the door, trying to break it down, as Willow starts chanting "Sapeia, Sepia..." "Deflector Shields... Deflector Shields up!" says Andrew as the door suddenly bursts open (and may I just interject her that you really don't have to look hard at all to see the black wire/rope connected to the door that pulls it open. Very, very badly done). The ubervamp enters and turns towards the group, all huddled together in the living room, but Willow completes the spell and a light blue-ish barrier springs up in front of the Ubervamp, who starts punching and clawing at it! Willow's eyes are black and it is obvious that she's struggling to hold the barrier up. She says it's strong and she can't hold it long. The SIT's wonder what to do. Buffy says simply "Run! Everybody RUN!" They all take off out the back door as the Ubervamp continues to pummel the barrier!

Outside all the SIT's are met with a few Bringers who attack. The SIT's continue to run as Xander and Buffy attack the Bringers. One Bringer gets Xander in a defensive position, but Buffy knifes it in the back and all is good. They run off as the Ubervamp finally breaks through the barrier and goes in pursuit.

Appearing out of the dimentional void, Anya and Giles are winded and confused. Anya doesn't understand what the Beljox's eye meant. Giles explains that it's not because Buffy died that things are now in upheaval, but because she is living again. Anya starts to get a sullen look on her face, knowing the truth: The First is there because Willow and Xander and she brought Buffy back to life. Everything would be fine if Buffy had just stayed dead.

In the middle of a nighttime Sunnydale street the group pauses to catch their breath and re-group. They look behind but dont' see any imminent pursuit, but Buffy knows the Turok-Han is back there. Buffy says it's time for them to split up and orders Xander to take the others to a safe place. Dawn protests, but Buffy says she can take care of the Ubervamp and will lead it away from them. Buffy then grabs the vial of holy water out of Andrew's protesting hands and runs off, quickly finding the Ubervamp. Buffy runs up full speed and does a long running kick, which has no effect on Ubie. Ubie approaches Buffy who is grounded, but Buffy throws the vial of holy water at the vamp and it scars and burns it's face, turning around briefly in pain. Ubie then grabs Buffy and throws her into a car window, but then Buffy re-groups and takes off running. She looks back after running a distance and sees... nothing. Ubie is nowhere to be seen.

Approaching a construction area, Xander and crew climb down some metal scaffolds. The SIT's are still shaken and wondering what they're doing there. When asked where they are, Xander says "Future sight of the new Public Library, opening May 2003, if I ever get back to work." While the SIT's are confused, Willow seems to know what's happening and says that it's a good place and tells everyone to take positions. The area is wide open, surrounded by cement walls and scaffolds. Rona begins to question what's happening and is worried for Buffy and themselves, saying that for all they know the Ubervamp has killed Buffy and it's on it's way there. "Or it could just skip that part and come straight here" says Kennedy, looking at horror off in the distance. Yep, Ubie has arrived, and approaches the clearing all snarling...

Commercial Break: Tabula Rasa, where the banter is fast and confusing, but always entertaining... and a little bit naughty. But in a "Tender" way.

The Ubervamp looks around and growls, hitting a stack of pipes and sending the pipes scattering as a show of force. "oh no no no no no..." mutters one of the SIT's (the non-hat one who is now named Chloe I think). They all stand in a bunch, weapons drawn tentatively, not ready for what's to come, when suddenly the area is flooded with light! Huge worklights brighten up the entire area and the SIT's look around, finally noticing the imposing form of Buffy, standing on a ledge, sillouetted by light. Seeing that Ubie is distracted, Kennedy draws her crossbow up and is ready to fire, but Willow pushes it back down "Just watch... it's showtime..." They all back up and begin to climb the scaffolds to safety as Buffy looks on, throwing jibes at the Ubervamp. She jumps, doing a forward summersault and approaches the Ubervamp with confidence, saying that up until then, he's done his job, letting the SIT's just sit around and wait to be killed, but now it's her turn and she's gonna kick his %$&, yada yada. (it's a nice speech, trust me, but too lengthy to put down now). "Welcome to Thunderdome" she ends with, as Andrew mumbles "Two men enter, one man leaves..."

From the safety of an upper scaffold the SIT's, Dawn, Xander, and Willow all watch as the fight begins. Buffy innitially gets in a few good licks but Ubie strikes back hard. From the scaffold, Dawn looks at Willow and realizes that they planned this all, everything was set up to go like this... Willow watches silently.

Back in the Summer's home, all the SIT's along with Buffy, Xander, Dawn, and Willow sit at the dining room table, freaked out by the First's appearance as Eve amongst them. The SIT's are filled with doubt, wondering how they'll be able to fight the First. Buffy tries to counter, saying that they've got to stick together and that now is not the time to fall apart, they're stronger than that. The scene starts to break down as we hear the different SIT's start to question everything, how to fight, what if the barrier doesn't hold, how to kill the Ubervamp when Buffy staked it. Buffy watches and looks at Willow, who asks Willow, using telepathy, if she can hear her. Willow says yes (in her mind, duh). Buffy says silently that they're losing them and then suddenly gets an idea. Buffy mentally tells Willow to get Xander's attention. Both get up and slowly exit the worry-filled room, passing by Xander who is startled by something and blurts out "What?", answering to Willow's mental talk. He exits after them and all three scoobies stand silently in the kitchen as they discuss plans using telepathy. Buffy says she has to kill the ubervamp to get spike out of the cave, but she needs the girls to see her kill Ubie to get confidence. Xander nods and says he knows just the place...

Back to the battle, and unfortunately Buffy is losing. After some punches and kicks, she is slammed into the scaffold, which causes Kennedy to lose her crossbow, which falls in front of Buffy. Buffy grabs it, takes aim, and fires into the approaching Ubervamp, who still continues forward, ignoring the bolt that sticks out of his chest. Rising up, Buffy grabs a pipe and starts to whack away at Ubie (and she does this neat poll vault thing with it too, using the pipe to get an axe that lays nearby), but of course, Ubie gets the advantage again and dodges the axe swings, grabs Buffy, and throws her into a construction trailer's side. More punches, more dodges, Buffy is badly losing, laying on the ground and being kicked. Ubie then grabs her and throws her UP through some scaffolding boards, where she lands on the scaffold a level up. Ubie is there, approaching to attack yet again. Dazed, Buffy doesnt' have time to struggle as Ubie grips her around the throat and raises her in that classic stance. The SIT's want to help, saying they have to do something, but Willow tells them to wait and watch. Buffy struggles in Ubie's grasp, but then gets an idea. She grabs the crossbow bolt from Ubie's chest and breaks the end off, then Jams it in his right eye! He screams in pain and she is dropped. Then it's fists and feel of fury as Buffy is supremely pissed and starts to beat the crap out of Ubie, slowly beating him down into a dazed state. He then is punched and spins around, which gives Buffy enough time to grab a thick wire that was nearby and wrap it around ubie's throat. She starts choaking the vampire with all her strength until, like a blade, the wire cuts his head clean off and sure enough, PAF, Ubie turns to dust!

Buffy cleans her hands and looks at the SIT's who watch from above "See? Dust, just like the rest of em... I don't' know what's coming next. But I do know it's all gonna come down just like this. Hard. Painful. But in the end It's gonna be us. If we all do our part, Believe it, We'll be the ones left standing. Here endeth the lesson." The SIT's start to climb down, all smiling, having a renewed sense of power and belief. All of them walk out with Buffy from the construction area as FirstEve looks down from the Scaffolding where they stood before.

Spike, still bound against the wall, beaten to a pulp, looks up to find Buffy standing in front of him, holding one of the Bringer's Daggers. "A...knife, now, is it? ...What...What'll that--? Y-you can't...hurt me. You're just...just a bloody figment, you are. Just a..." He mumbles, not knowing what is happening. Buffy walks up calmly and cuts one of the leather bonds, letting Spike's hand fall to her shoulder. He realizes he's touching her and the realization sets in. "Oh..." he says as she cuts the other bond and takes him around the waist, helping him silently out of the cavern.

It's night, and Vi and Rona are walking through the cemetery, cautious, stakes in hand. Vi is holding hers with =both= hands. They look nervous.

There's a rustling off to the side, and they turn to look. Before they can move, something comes flying at them and knocks Rona into a gravestone. It's Spike, in gameface. He grabs Vi, who looks terrified, and, after a dramatic pause, leans in as though to bite her. He stops a couple of inches from actually touching her, but she screams anyway. He holds the pose for a second, morphs back to human, then looks up. "These two are dead," he says. "Why?" Buffy, Kennedy and Molly are watching the exercise.

Rona, struggling to her feet, mutters, "Because the black girl always gets it first?" Clearly unhappy.

Spike squeezes, making Vi say, "ow!"

"What was that, Rona?" Buffy asks, in that annoying I-heard-that teacher way.

Rona sighs. "Because he's a vampire." Buffy gives her a look, like, "is that all?" She goes on. "I don't have Slayer strength, Slayer speed. It wasn't a fair fight."

"Vi," Spike, still holding onto her, "Do you think I care if it's a fair fight?"

Her eyes get big. "N...no. No. No...Sir." She cuts her eyes back over her shoulder, trying to see if she's getting it right, and goes on, as though by rote, "You don't play by the rules, and I have learned a valuable lesson." Her confidence in her answer is suddenly gone. "Of some sort." Spike squeezes again. "Ow...," Vi says, in the tone of someone registering a protest she doesn't expect to make any difference.

"Okay, Spike," Buffy says, and he lets Vi go. She lectures the girls on trusting their instincts, asks Rona what her instincts were telling her. Rona tries to bluff, but Buffy calls her on it, and Rona admits that her instincts were telling her to run. Vi agrees, and says that her instincts are still kinda telling her to run.

Buffy tells them they need to listen to their instincts and make the fight their own.

"Spike," she says, "What did your instincts tell you to do just then?"

"Hunt," he says, shifting his weight. "Kill."

"Come at me," she says. "Full speed." They exchange a look, a faint nod, and she turns back to the SiTs. "He needs to kill to live," she tells them. "That tells you everything you need to know." He vamps out and charges before she finishes talking. She doesn't even turn around, just ducks out of his way, and he crashes into a gravestone. It knocks him to the ground, and she's on him immediately, straddling him with her stake ready to strike. But she turns to look at the SiTs. "Instinct," she says. "=Understand= his, but trust yours. You were Chosen for a reason."

She shifts her weight as she speaks, and Spike inhales sharply. When she turns back to him, he's back in human face, and looks acutely uncomfortable. Maybe in pain and trying not to show it. She's immediately concerned.

"A...are you okay?"

"I'm fine," he says, but it's plain he's not. He tries to sit up. "Couple of ribs ain't quite set right since..." He's trying to get up. "I'm fine."

"Let me see," she says, and drops the stake to push his shirt up.

"No," he says, trying to stop her, "It's..." But she ignores him, rucks the shirt up, feels along his left side. We don't see much skin, but it's clear that the markings the Bringers cut into his flesh are healed. He reaches up, takes hold of her hand under his shirt, gently pulls it away. He looks up at her, gives her a reassuring flash of smile. "I'm gonna be okay," he says, but it's obvious he's still in pain.

She's worried, and looks at him as though to say, "Are you sure?"

Rona, leaning against a tombstone, says, drily, "That's hot." Buffy shoots her a killing look. She's still got her hand in Spike's.

Molly, still taking notes, says, "So, we're, supposed to, like...make out with him or something?"

"Careful, Buffy," Vi says, nursing her wrist, "Just when you think it's part of the lesson, he'll... Hurt your arm."

Buffy gives the lot of them quelling looks, then pulls her hand out of Spike's and gets off him. She reaches down to help him up, as though it were the most natural thing in the world, and he stands, grimacing a little. "Molly, Kennedy," Buffy says, all business. "Let's go. You're up. Next lesson..." As the girls come forward, she looks at Spike, to check that they're on the same page. Then she looks down, but her eyes are drawn back to Spike, and she gives him a brief, self-conscious glance before she looks away again and steps forward to get the session started.

It's daytime. Buffy is pacing in the basement with an axe in hand while the SIT's jabber amongst themselves. Buffy throws the axe at the target, the SIT's go quiet. Buffy tells them that death awaits them all. That her death will make them the next slayer. Buffy says if Anya's resources are right, the FE is in remission. It was relying on the Ubervamp, killing the Ubervamp has bought them time. It won't be messing with Spike any more. Buffy tells them the odds are still against them. They have to decide that they're not going to die. She tells them she knows they're homesick, but they're special. She says they're lucky, they know why they're here, they have a mission, they are the chosen ones. Buffy moves to go up the stairs, tells Dawn she better hurry or she'll be late for school.

Buffy is on the phone from work, she tells Xander if he's showering at her house to make sure he locks the door. A girl named Amanda walks into the office cutting Buffy's call short. Amanda asks Buffy if people ever think she's weird. Buffy says she guesses. Amanda says she thinks she's weird. She says she thinks that a boy is cute if he picks on her. And she says when he picks on her, she wants him to pick on her more. She asks Buffy if that's how you know that someone likes you. Buffy goes into a camoflagued explanation of her and Spike's relationship, ending with saying that it's over, although she doesn't look sure.

Buffy comes home to find a broken chair, the SIT's and Andrew and Xander fighting. Buffy shushes the noise, Willow walks in, says they have another SIT. One in town.

Buffy, Willow, Xander, Anya and Andrew discuss how to find the local SIT. Buffy is worried that it will detract from her slaying time. The Scoobies say they'll find the SIT themselves. Dawn makes some comment from the doorway about being useless. Buffy says the Scoobies can do the search, Andrew celebrates, Buffy says he can't go.

The SIT's are playing with weapons in the kitchen, a crossbow gets pointed at Dawn. Dawn scolds the SIT for pointing weapons. The SIT are fairly glib that they're going on a training excursion, Dawn looks jealous. Buffy walks into the kitchen with Andrew trailing, he's begging to help. Buffy tells him no, once again he brings up that Spike is helping. Buffy informs him that it's different. The SIT's and Buffy leave, Andrew asks Dawn if she wants to play Dragonball Z.

Willow, Dawn and Andrew are sitting at the table, going through the things they need to do a locator spell to find the new SIT. Dawn is going through all the highschool students she hopes it isn't.

In front of the fireplace, Willow is doing the spell, throwing things into the fire, Xander, Dawn, and Anya look on. Willow makes a big stink with the spell, the stench should lead them to the new SIT. A glowing orb appears, it hovers in the middle of everything. Anya comments that Willow messed up the spell. They decide to use the computer to find the SIT. Dawn goes to let the stink out by opening the door. The glowing orb flies toward Dawn and pins her to the door. The gang decides that Dawn is the next SIT.

The gang is all shocked at what it means that Dawn is a SIT. Anya is very happy saying how she went from being a fake person with fake memories and a history of kleptomania to an SIT. Dawn is upset because if she becomes a slayer that would mean Buffy had to die. Dawn wonders if she should be training. Anya is very excited, sits down across from Dawn. Andrew walks in and asks if they're going to fix the microwave, he wants to make popcorn. The gang informs Andrew that Dawn is the next SIT. Dawn says she doesn't want to tell Buffy that she's an SIT because of what Joyce said. Anya makes an analogy about it feeling like she's a part of something bigger like being swallowed by a bigger thing. Dawn freaks out, goes up to her room. Andrew puts in his two cents which are largely ignored. Willow, Xander and Anya argue over what it means that Dawn is an SIT. Anya says it means she's just bought herself a short life. They argue over the harshness of that comment, but none of them deny it. They argue over whether or not to tell Buffy. Dawn listens from upstairs. Hearing enough, she sneaks out her window.

Buffy, Spike and the SIT's are at a demon bar. Buffy is explaining how to get information. The SIT's ask if they can drink. Buffy tells them to knock themselves out then explains what demons drink. The SIT's back off. Buffy explains she only comes for information, she doesn't associate with these demons normally. Clem approaches, Clem hugs her, they talk about tv. The SIT's comment that Buffy probably dated him too. Buffy takes Clem aside, asks a favor of him. They come back to the group, we get a shot of the back of them as Clem explains that they should be careful of demons and then we see his ears stick straight out as his face turns into something else. The SIT's scream.

Dawn runs into Amanda(girl Buffy counciled) walking down the street. Amanda has a cut on her head. Dawn inquires about it. Amanda says she wouldn't believe it. Amanda says she was alone and she was attacked by something that didn't look right in the face. She got away from it. Dawn asks if it scratched with its teeth. Amanda asks if it was really a vampire and is there such a thing. Dawn says she believes her. Amanda says she doesn't know what to do, she just left the vampire where it was. Dawn tells her it's dealable. Amanda suggests that they go get Buffy. Dawn asks if she knows about Buffy. Amanda says she heard rumors about her being the slayer. Dawn says Buffy's busy, they'll handle the vampire themselves.

Amanda and Dawn sneak into the school, Amanda leads Dawn to where she left the vamp. Amanda asks if the scratch on her head will turn her into a vamp, Dawn says no. Amanda asks if they have to kill the vamp or if they can lead him into the gym to kill people because it might be fun. Dawn looks horrified. They continue towards the vampire, Dawn spouting knowledge. Dawn opens the supposedly locked room the vampire was in. They see no vamp. Dawn says it got out. Camera pans up, there's a vamp hanging from the ceiling.

The vamp jumps down. Dawn and Amanda run. The vamp follows. They get to an exit but can't get out. Dawn clubs the vamp with a fire extinguisher and she and Amanda run in another direction, the vamp follows behind.

Buffy and Spike are in a crypt, explaining to the SIT's what a vampire nest looks like. Vamps can live anywhere. The SIT's ask Spike where he used to live. He says a crypt, but nicer, he can't think of the word to explain it, Buffy says Comfy. The SIT's ask her when she found it comfy. Buffy ignores the question. Sends the SIT's to check out the crypt to look for vamps. They say they've found something, a body. Buffy approaches, says it's leftovers, the body, already vamped rolls over and looks at her.

Dawn and Amanda run into the lab, they put a shelf up against the door and sit against it. Amanda asks if they're safe. Just then the vampire tries to push through the door.

Buffy explains the finer points of the importance of being vamped at she fends off the leftovers.

Dawn and Amanda struggle to keep the vamp out. Dawn says she has a plan.

Buffy continues to lecture.

Amanda agrees to Dawn's plan. They get up and run in different directions. The vamp busts through the door.

Buffy is talking about it only takes one vamp to kill you and you have to use everything around you to save yourself, a slayer can turn anything into a weapon.

Dawn throws glass at the vamp, breaks a flag pole, lunges at the vamp. Vamp knocks Dawn down.

Buffy stops fending the vamp off, tells the SIT's that the only difference between her and them is that they're not the slayer. She and Spike lock the SIT's in with the vampire.

The Scoobies remaining at home bash on Dawn's door. There's no answer. Anya offers to knock it down, saying it would be funny. They enter the room, Dawn isn't there.

Dawn begs Amanda for help, Amanda says she's scared. The bringers crash through the window and come after Amanda. Dawn screams that they're after the wrong person.

The bringers chase Amanda into the hall. Xander appears up the stairs, Buffy and Spike in tow. Dawn tells Amanda she's the potential slayer, gives her the broken flag pole. Amanda dusts the vamp. Dawn explains to the gang that Amanda is the potential not Dawn.

Amanda is hanging with the rest of the SIT's, they're asking her what it felt like to kill the vampire. She says it was a rush, in that one instant she realized what her whole life was about. Dawn listens from the doorway looking somber. Buffy and Xander walk up behind her. Buffy asks Dawn if she's okay. Dawn says she is, she's going to go do some homework. Buffy tells the SIT's to come with her downstairs to brief the newest SIT. They leave. Xander talks to Dawn about how hard it is to be left out. Xander tells Dawn he knows how it feels to be normal when all your friends get more and more powerful. The slayer, the witch and the demon, even the werewolf, and all he can do is fix things. Dawn admits that she thinks she understands what Xander's saying. Xander says that she thought she was the slayer one minute, and then she gave up the crown no question when she saw it wasn't meant for her. Xander says he notices things because he doesn't have special powers. He tells Dawn he's been paying attention. He tells Dawn she's not special, she's extraordinary. Dawn comments that maybe that's his superpower, he sees things. Xander comments that maybe he should get a cape. Walks off upstairs. Dawn thinks for a second, goes back to her homework.

Giles is looking harried, walking around the Summers home, wondering if Buffy and company will be ok during his absence. Dawn assures him they'll be fine the two days that he's gone. Asking if she'll bring Vi's notebook out to the car, Dawn departs, leaving Buffy and Giles alone for a moment, where he again states his concern for leaving them alone, but Buffy says the trip is important for the girls (at this point let me just remark on two things: Giles STILL doesn't touch anything, and SMG during this opening scene has a sore throat, complete with squeaky tones and all). Giles says that the Visionquest that he's taking them on will help them to understand who they are, and he wonders who told them that the quest involves doing the hokey-pokey and getting visited by Rastah-mamma Slayer? "That's not exactly how I put it" remarks Buffy.

Willow walks in from upstairs having just come from an apparently sick Kennedy, who is "flu-ey" and won't be attending the Vision quest. Xander then barges in the front door, telling Giles he'd better get out to the car, as the SIT's are arguing over who gets to drive the first leg of the trip (apparently Giles didn't renew his California drivers license?). Anya then walks in saying that Rona won (by stuffing Molly in the trunk!). Giles tells Buffy to be safe while he's away. "You too..." smirks Buffy behind him.

Buffy walks down the stairs into the basement, where we find Spike sitting on a cot, chained to the wall. Spike asks Buffy if she's gonna like the break away from the SIT's constantly running around. Buffy at first says that it's not that bad, liking the responsibility, but upon further thought "Oh, my god, I cannot believe I have my bathroom to myself for two whole days!" she says, breathing a sigh of relief as she plops down on the cot next to Spike. The two joke about how the SIT's have been running amuck, then talk turns to Spike's voluntarily being chained up, saying it's safer that he's under control while the SIT's are away, at least until they are sure the First's control over him is over. Buffy agrees, saying it will be easier to help him without the SIT's around. "Buffy..." says Spike meaningfully, with a long intense gaze and pause."What?" she asks. "Ow." He says calmly. "ow?" she questions? "Ow... ow... owowOW!" he says as a pain in his head starts to steadily grow. He clutches his forehead and slams back against the wall. Buffy asks what is wrong as he slowly calms down enough to say "The chip...", then suddenly he convulses violently again, enough to shake Buffy. He howls in pain as he grabs his head again.

Opening Credits: Nada new.

Night time at the Summers home as Willow prepares something in the kitchen. Buffy appears, having come from watching over Spike. Willow asks how he's doing. Buffy says he's in the "Goes" part of comes and goes. Buffy asks if the tea Willow is making is for the other patient. Willow says she hopes it will make Kennedy feel better. "Um hmmmmm" Buffy says (nod-smile-wink). "It's just tea..." Willow says, embarrassed. Buffy then gets serious, asking what Willow remembers about Spike's chip. Willow says not much, they didn't have much research to go on from before. Buffy then wonders if there's something wrong with it, which Willow remarks "Well, this will be fun." Willow leaves with the prepped cup of tea in her hand as Buffy quips "Have fun... delivering the teeeaaaa." "Ok, not when you make it sound all dirty like that!" Willow quips back.

Upstairs, Willow walks into the bedroom to find Kennedy pulling on boots. She's dressed and not looking at all sick. Willow says she's busted and will have to go to the desert with the others, but Kennedy calms her down, saying that she has a "thing" she has to do. She is very serious as she says she has her own mission and needs Willow's help.

A band plays at the Bronze as Kennedy's "thing" is revealed. Both Kennedy and Willow sit at a table with fruity umbrella drinks in front of them. Willow questions Kennedy's mission and is a little disgusted with her. Willow starts to leave but Kennedy talks her back, asking her to stay and saying "You're sexy when you pout." Willow agrees to stay for "one drink" as Kennedy opens up the conversation very subtlely by asking how long Willow has known she's gay? Willow is taken aback, but continues talking. Willow is uncomfortable discussing her homosexuality, but she does slowly warm up to Kennedy as the SIT talks about how she likes to try and flirt and find out if a woman is gay or not. Willow finally admits "Three years ago, that's when I knew. And it wasn't women, it was... woman. Just one."

"I popped another blood vessle I think" Spike lays on the cot, exausted, as Buffy sits by him and hands him a hanky. He mops up blood from his nose as Buffy tries to reassure him that they'll go into research mode to find the problem. Spike jokes, knowing that there is no research into this type of thing. "Right, this isn't a research thing, this is a phone thing" Buffy admits. "Who ya gonna call?" Spike questions, then continues "God, that phrase is never gonna be usable again, is it?"

"Do your parents know?" Kennedy asks, which Willow says yes, they know, thinking it was a political statement at first. Willow talks about Tara, saying "Tara and I are kinda private" then, after a look and apology from Kennedy, she corrects herself "were... were kind of private." Willow is now bothered a little by the talk.

Spike sits on the stairs as Buffy is on the phone, trying to get a hold of Riley. She gets nowhere though as she apparently has called a flower shop. While she's on the phone, Spike has another "episode", gripping his head, wincing in extereme pain. Buffy hangs up the phone, wondering if it was a wrong number or a conspiracy as she turns to Spike who is recovering from his episode, saying it wasn't as bad as the others, but then another one hits, and this one sends him screaming in pain.

Kennedy explains that she knew she was gay at an early age as Willow is now at ease with the situation. Willow blushes, saying she doesn't get why Kennedy is so interested in her. "Have you seen you?" Kennedy smiles, and then gives a list of similar likes (none of which Willow really likes), then Kennedy tells Willow why she likes her, remarking that she likes the way she speaks, her fleckles (which are "lickable"). Kennedy then admits to not liking the magic "fairy tale" crap, but it matters to Willow, so it matters to her.

Back at Casa Summers, Willow and Kennedy arrive at the darkened bedroom door and walk in, ready to say goodnight. Willow is glad they talked and is glad the air is cleared. "You know, in the spirit of air clearing, I feel I need to be honest about something..." says Kennedy as she approaches Willow slowly. The eyes glaze over, the look is there, as the two pull in for a very close, romantic kiss. The scene swirls around the two's heads as they make out, then part slowly. "Well that was nice.." says a man's voice. Kennedy's eyes go wide as she pulls away quickly. She backs up in horror, stumbling into a dresser, as she looks upon the person she was kissing: Warren!

Commercial Break: Windex makes it SHINE!

"Are you ok? I'm not used to litterally knocking girls off their feet..." Willow says to a stunned Kennedy, as she continues to back away, scared at what she sees. "Ok, you gonna pick that up or..." Warren continues, wondering what's wrong. Kennedy asks what she is. Confused, Willow goes to a closet mirror and looks, and is instantly horrified, seeing Warren's reflection! (From here on out, whenever Willow appears as Allyson Hannagan, I'll call her Willow. When it's Adam Busch, I'll call her Willow/Warren. Other Characters will constantly see her as Willow/Warren.) From behind Willow/Warren, Kennedy asks what that is. "It's the man that I killed" says Willow/Warren, looking on in disbelief, feeling her/his face.

Rushing down stairs with Kennedy in pursuit, Willow/Warren rushes in on Xander, Dawn, and Anya, who see Warren's image and freak, backing away and claiming that it's the First! "No, guys, it's me!" Willow says "I'm me, I'm Willow guys, come on" Willow/Warren continues. She/He tries to convince them by telling them to ask Kennedy, who is still in shock and says she's not sure what's going on. Just then Andrew walks in with a bowl of... something, and when he sees Willow/Warren, the bowl drops and Andrew also goes into disbelief, claiming the First is back and that he won't listen anymore. Andrew continues as Willow/Warren still tries to explain, again saying "I'm not the First, I'm not the FIRST!" Buffy then walks in, wanting to know what the racket is, and upon seeing Warren's image, slugs him upside the jaw! Willow/Warren tries to get up slowly as Buffy quips "ow", realizing she's hit solid person! Realizing that it isn't the First because Buffy touched her/him, Andrew walks up from behind and hugs Willow/Warren, inadvertantly copping a feel in the process, as Willow tells him to back away. All stand in disbelief as Willow/Warren still tries to plead that it's her. Kennedy FINALLY admits that it's Willow. Xander asks Kennedy if she's sure. Willow pipes up, agitated "There are other stories from kindergarden, non-yellow crayon stories, in which you don't come out in such a good light." Willow/Warren continues "An incident which involves Aquaman Underoos for example?" Cutting him off (to shut her/him up), Xander smiles and greets Willow/Warren.

Spike has since appeared in the background and quietly starts to have another chip episode, falling ot his knees, but everyone is still too stunned by Warren's appearance. Dawn asks what happened as Willow/Warren admits she doesn't know, that she probably brought it on herself. She/he explains they were upstairs, she and Kennedy kissed, and then it happened. Buffy ask what makes her think that, as Willow/Warren says she has a history of making weird magic stuff happen and brings up the events from her dissapearing act upon returning to Sunnydale. While this discussion happens, Andrew and Dawn are poking and prodding Willow/Warren, trying to see if it is real. Buffy then asks why Willow's subconcious would turn her into Warren. Willow/Warren's only answer is that she probably feels remorse over killing Warren. Willow/Warren then starts to get flustered, saying that she'll fix it and that she's embarassed by the others seeing her like that and she/he starts to head out. Buffy tries to stop her/him, but Willow/Warren says it's ok, she got herself into it, she'll get herself out, then she says they've got other things to worry about and glances at Spike on the floor behind them, who still rolls around in discomfort and is disoriented. Willow/Warren goes out the front door as the other Scoobies gather around Spike. Buffy tries to comfort Spike by saying they'll hopefully get a phone call back, but Spike says they can't wait, it's gettting worse.

Kennedy, seeing everyone distracted by Spike, slips out after Willow/Warren.

Willow walks down a nighttime street rapidly as Kennedy walks up behind and startles her. Willow/Warren tells her to go home and continues marching on, visibly upset, but Kennedy follows. Kennedy asks if she's got a plan, which Willow answers she's gonna get some help reversing "it." Willow says she tried reversing it herself, but something is blocking it. Kennedy says she wants to help, saying Willow/Warren will need her help, as she was there when it happened. Willow says she has to do this alone, without help. Kennedy then says she's gonna tag along anyways, if for anything more than to keep Willow company. Willow/Warren rolls her/his eyes and tells her not to get in the way. Willow says she's going to see some old friends who might be able to help.

Walking through a bushy area, Spike and Buffy search with flashlights for something on the ground. Spike asks if she's sure she wants to come with. She agrees. They find a spot that Spike says is "there" and start digging away loose dirt and leaves. Spike says that every time he started to act up while he was the initiative's captive, they'd dope him up and he'd be in la-la land. Buffy suggest they search for files and such also, trying to gather as much info on the chip as they can. Finding a chain, Spike and Buffy pull up on it to reveal a grate that covers an entrance into the long-abandoned Initiative headquarters.They drop down into a darkened, cluttered hallway.

The phone rings at the Summers home and Andrew gets up to answer it, telling Xander, Dawn, and Anya that he's expecting a phone call when the new "League of Extraordinary Gentlemen" comes in. Xander excitedly asks if he can get two copies, but off the looks of the girls, he collects himself and mumbles "loser." Andrew answers the phone and listens for a moment, then asks the others if they know "some British guy named Robson?"

"He was attacked" says Xander as he hangs up the phone. Xander tells that this Robson guy was attacked by Bringers, and the last thing he saw before blacking out was a large axe heading for Giles' head while Giles was helping him. By the time Robson came to, Giles was gone. Anya says Giles never told them any of this and worried looks come over their faces. Dawn questions what they're saying, and Anya suggests that it may be the First, as the First can become any dead being it wants. What better way than to become the one person Buffy trusts the most? Dawn says there's no way to know for sure, but Andrew tells them the First can't take corporeal form. "Well, it's not like Giles hasn't touched anything, right?" Anya points out, but then starts thinking "Has anyone seen Giles touch anything since he got back?" A pause, and worried looks... "Hold anything? Has anybody hugged him?" Everyone thinks... long, silent, and hard, and then all bolt up from their chairs and head for the door. Andrew asks where they're going. Xander says they're going to the desert, to Giles. Andrew gets excited and wants to get some tapes for the car, but Xander says he's not coming. Andrew asks if it's because he's evil, but Xander says no, it's because he's annoying. After some pleading from Andrew (and a small threat that if he's left alone, he'll do something evil like buringing something or glueing things together), Anya and Dawn convince Xander to let him come along. All head out the front door as Anya turns to Xander with concern. Xander agrees, saying they're out there, all alone (the SIT's that is).

Sitting alone by a fireside, Giles looks around, very suspicously, almost like he's evil. Tents in the background of the campsite hint that the SIT's are all tucked away... or are they? Bwwwaaahhh haaa haaa....

On a small theater stage, a group of about 12 Wiccans are arranged in a circle as they try to meditate and summon... something by candlelight, as Willow and Kennedy stand in a doorway and interrupt. The leader of the Wiccan circle asks who they are. Willow/Warren says that it's her, Willow, that they've met previously. She/he briefly introduces Kennedy, who nods. Willow/Warren looks on at the slightly stunned group as she is surpised at how the campus Wiccans have come from bake sales. "Ah, no, we still do that too, second tuesday of every month" says the Wiccan leader, who then says she's still having a hard time believing it's Willow. "um... it's actually her" comes a familiar voice from the circle. Amy stands up and says that she knows her. Willow/Warren looks a little surprised and maybe a hint scared as Amy gently, with remorse, tries to apologise for her past actions and says that she's gettting help from the Wiccan group. Vaughne (the Wiccan leader) says that Amy is doing much better, but Amy says it's ok, she should apologise. Just then the mood turns into one of wonder as Amy asks how it happened, looking at Willow/Warren. Willow/Warren says that that she's run into this problem and can't seem to shake it, and that she came there for help. Amy says that the group is into healing the life force and stuff, not real magic, which bums Willow/Warren, but then Amy says they'll try.

As the Wiccan group and Kennedy watch from the Audience, Amy and Willow/Warren sit, cross-legged and hands grasped, as Amy chants a spell. A glowing orb they hold between them slowly grows brighter, but then starts to burn Willow/Warren's hands as she/he yelps out and stands quickly. "It didn't work?" asks Amy, surprised. "No it didn't you dumb #$%@&!" Willow lashes out, as Willow/Warren slaps Amy hard across the face. Amy and the Wiccan audience look on in surprise as Willow/Warren says she didnt' slap her. She then gets a horrified look on her face as she says it was Warren!

Commercial Break: Looking for good, cheap, cut rate auto insurance? Well it don't exist, so just drive real careful and try not to run into anyone, ok?

Willow/Warren rushes off the stage ask Kennedy gets up and follows her into the next room. Willow/Warren is very upset and in shock, claiming that she is turning into Warren, a murderous man! Kennedy tries to calm her/him down by saying they can still get help, but Willow/Warren says Kennedy knows nothing about magic and then says, in case she didn't notice, their date is over. Willow/Warren storms out a back door and Kennedy tries to follow, but Willow/Warren quickly casts a barrier spell to stop the SIT from following.

In the initiative basement, Buffy and Spike search with flashlights as they start to find signs of death. They come across the rotting bodies of Initiative personell, both in fatigues and lab coats, along with the occasional rotting demon body. Buffy and Spike are both a little spooked and are thinking about a brief stay. Spike spots a door he recognizes and says it will get them to the med lab where they can get the drug. They head through a heavy metal door and into another dark room. Searching around, they hear a creaking off in the distance.

"Ok, i'll go: R..." Andrew says from the back seat of Xander's car, but everyone ignores him "it's hard to play Ghost by yourself." On their way to the desert to find Giles and the SIT's Anya expresses concern, wondering what they'll find if it was actually the First. Xander says "Well, he didn't bring them out there to meditate..." Andrew turns to Dawn and says she's probably glad now that she's not a potential. Anya says things aren't safe yet, and Xander says they might know they're coming. Dawn starts to panic a little, saying they dont' have the Slayer or a powerful witch. "Just a teenager, a powerless former demon, and two big geeks." quips Anya. They sit in silence at this revelation until Andrew breaks it with "Ok, licence plate game maybe?"

Willow marches down the nighttime alley, but then turn towards a wall and sinks down slowly, starting to sob. The hands come away to reveal Warren's image "look at me, crying like a little girl!" Willow/Warren says in a more Warren-esque manner. She/he stands and heads off with something in mind.

Still searching via flashlight, Spike and Buffy try to spot the source of the noise. Very dark scenes, only glimpses of Buffy and Spike are seen. Suddenly a growl and Buffy is knocked hard by something, her flashlight clattering to the ground! Spike calls outt her name, but no answer or sound is heard...

Packing up the candles and other Wiccan supplies, Amy tells Kennedy that the others took off, that all of the Willow/Warren stuff was a bit too creepy, even for them. Amy then can see the concern on Kennedy's face and says that she can tell she's really worried about Willow. Amy tries to comfort her by saying Willow is strong and has been through a lot worse, "long before she ever went out and found herself a big strong potential Slayer bodyguard." Kennedy says she never said she was a potential Slayer. Amy tries to backtrack, but then suddenly admits she's busted. "oops..."

In the Initiative basement, Spike can hear the demon fighting Buffy, but just as he tries to go and help, the chip starts firing again and Spike pleads for it to stop. "no... no... not now!" He crumples to the ground just as the demon (who I really couldn't tell you what it looks like, it's that dark) is above Buffy, having the upper hand. The demon sees helpless Spike and abandon's it's attack on Buffy, grabbing the now unconcous from pain Vampire and dragging him off down a hallway. Dazed, Buffy calls after him.

"Same model as last time? How'd that work out for ya?" asks the Gun-shop owner as Willow/Warren looks at handguns in a display case. Willow stands and grins in a very Warren-esque manner "you'd be amazed."

Commercial Break: *sings* Try new handguns, they are great! They kill things that you may hate! Enemies, bad guys, even a duck! Handguns, Handguns, really SUCK!"

Slowly rising from the campfire, Giles turns and walks a few steps in silence. Just as he turns back, he is attacked by rushing Xander and crew! All tackle him and start poking and prodding him, shouting "touch him! touch him! I feel him!" Giles is shocked, saying that they can all touch each other and then asks what they're doing. Anya says they thought he might be "non-corporeal evil" and Dawn continues, saying that they got a call and didn't remember him touching anything. Then the thought dawns on him. "Now wait a minute... you think I'm evil if I bring a group of girls on a camping trip and DON'T touch them?"

Looking around in the flashlight's beam, calling out Spike's name, Buffy can't spot anything in the darkness. Suddenly the demon attacks, snarling and slashing at her. It throws her... I think. And she picks up something and beats the demon... I think. Again, it's dark and fast moving, so it's hard to tell. I heard a kick, then a slug, then a squish... then the clattering of a pole and the demon gasping it's last. The fight over, Buffy finds Spike and kneels by him, asking if he's still with her. He looks at her but can't speak.

Suddenly spotlights spring on! From a walkway overhead, men in uniform aim rifles at Buffy and Spike. "Agent Finn reported that you tried to contact him earlier today." The leader of the soldiers waves the men's guns down as he addresses Buffy "He indicated you might be needing our assistance. We're to provide you with anything you need to help %$&-face here." The leader motions towards Spike as Buffy looks at him a little pissed. "Those were his exact words, Ma'am."

Daytime now... we see a figure walking down the street with a purpose, a handgun in hand. The camera pans up to show it's Willow, who has a cold, determined look in her eye.

Buffy looks from a distance at Spike, who lays on a gurney, still in the abandon Initiative. The leader of the soldiers comes up behind Buffy and says that she was right, the med team took a look at the chip and it is deteriorating. He says if it's in much longer as it is, it will kill him. Buffy starts to ask how long, but the leader says it has to be done now. Buffy asks what next. The leader says that Agent Finn said the decision was Buffy's call. She wonders what he means by "decision." He tells her that the chip can either be repaired or removed. Buffy has a decision to make...

"Tell me why you did this to her!" Kennedy faces off against Amy, who smirks back. Kennedy then starts to lunge forward, but with a wave of her hand, Amy throws Kennedy back into the theater's audience seats with a blast of magic. Amy approaches her coldly, saying she put a hex on Willow. Kennedy asks why make her take Warren's form, and why it happened when they kissed. This makes Amy chuckle at how the Hex finally started. "The Hex I cast let's the victim's subconsious choose the form of the punishment. It's always better than anything I can come up with." Kennedy demands that Amy undo it, and Amy eagerly agrees, then says "oh, wait... no." Kennedy asks Amy if she really hates Willow that much, but Amy says it's not about hate, it's about power and how Willow always had too much of it. Amy is jealous that she had to work hard to only end up being half as powerful as Willow, who had magic come too easily for her. Amy rants on how Willow was weak, giving into evil, and it almost ended up destroying the world, but now everyone keeps loving Willow as if nothing was wrong. Amy wanted to have a little fun taking Willow down a peg or two. Kennedy is furious, questioning Amy's meaning of fun, and saying that Willow is fading away. Amy says it's not her fault, it's Willow's own fault. Amy then thinks and wonders where Willow might be about now. Kennedy starts forward again, but Amy snaps her fingers...

... and POOF, Kennedy suddenly finds herself standing in the Summer's back yard! the familiar bench where Buffy and Xander sat during Warren's shooting spree sits in the background as she looks around confused "that was a hell of a thing." Willow is then seen marching in the open gate, shades of Warren's entrance in her stride and image "you thought you could do that to me? That you thought you could get away with that?" Warren's familure words are now heard in Willow's voice as she raises and cocks the pistol, aiming it at Kennedy. Kennedy tries to calm her down, questioning what "she" has done. "make it stop!" Willow says.

Kennedy asks "Willow, what did you do?" as Willow continues to threaten Kennedy with the gun. "You were there, #$%@&, you saw it." "I killed her" Willow/Warren continues. Both Willow/Warren and Kennedy are confused, but Kennedy still tries to question and talk Willow/Warren down. She asks Willow what she meant by "she killed HER". They both realize that Warren is slowly taking over Willow's body. Willow then starts to blame Kennedy, saying it's her fault for Warren's manifestation by making her forget. Kennedy then understands and says "Tara" which sets Willow/Warren off again. She says Kennedy tricked her into kissing her. Willow then comes to the forefront, saying that Warren is winning and starts to beg Kennedy for help. Willow says she's being punished for forgetting Tara in the instant that they kissed. Kennedy tells her it's ok, that kissing her wasn't wrong. Willow is starting to break down and is confused, the gun slowly lowering from her hand. Willow feels guilty that she betrayed Tara's memory then yells out for Tara to come back, collapsing in tears on the ground.

Kennedy approaches Willow, saying everything is ok and that she is starting to understand this whole magic thing out. She then leans into Willow/Warren as if to kiss, but Willow/Warren stops her, asking her what she's doing. "Bringing you back to life" mutters Kennedy and the two kiss, and with the change of scenes, Warren's image is no longer seen. Willow looks at Kennedy, who says "Hmm... i am good!" Willow is surprised, asking if she's back as she feels her face. Kennedy asks if she's alright. Willow nods, saying she's tired.

"yeah... i'll make you some tea." says Kennedy as she gathers Willow up by the arm and lets her rest against her body as they walk inside the Summers back door.

"I understand, I'll take care..." Giles leans over Robson as the Bringer approaches from behind and raises his axe. But on the downswing, without flinching, Giles raises his left hand and catches the axe by the handle! He jumps up and punches the Bringer back, grabbing his axe in the process, and as the Bringer stumbles into a chair, Giles swings and kills the bad guy!

"It was extrodinary good luck..." Giles tells the tale of his near-death escape as he and a small group of scoobies walk in a graveyard at night (during which we get a shot of a very large gravestone marked "Snyder"). Giles asks the newest Slayer in Training Chow Ann to keep up with them as Buffy, Kennedy, and Amanda listen intently to Giles' "dramatic" tale. Suddenly Giles is bulldozed to the ground by someone!

Spike and Giles both crumple to the ground, but quickly recover enough to both act surprised at the same time! "You're not the First!" Spike says. "Your chip didn't go off!" Giles says (both at the same time). Spike says that Anya told him Giles was the First and that he was supposed to be all go-throughable, which makes Giles question why Spike attacked him then. Giles is equally surprised and questions why Spike's chip didn't go off during the attack. Both Buffy and Spike beat around the bush a little, but eventually say there was a choice at the initiative and the choice was made to have the chip removed. This sets Giles off, but he is interrupted by Kennedy and Amanda questioning what the "chip" is. (in Subtitles, Chao-Ann says "I don't understand a word any of you are saying" as she looks around, confused but happy).

Opening Credits: Nothing new (is there ever recently?).

Buffy is finishing dressing as Giles approaches her, still not happy with her de-chipping of Spike. Giles asks her why on Earth she made that decision. Buffy chalks it up to instinct, like the instinct Giles used to detect the Bringer. Giles admits he made up his previous "heroic" tale, the truth being he detected the Bringer because his shoes squeaked! Giles expresses his concern about the dangers the SIT's are all facing and lists them. Buffy adds "and the Principal" as an afterthought, which Giles questions. Buffy says that the Principal was acting supicous and she was keeping an eye on him. Giles turns the talk back to Spike, again expressing concern and doubt about an unchipped Spike, but Buffy tries to calm him down, saying that she has faith in Spike and that they have to give him a chance. Giles then tells Buffy he wants more for her and he can tell that she still has feelings for the blonde vampire. Buffy tries to reassure him that She and Spike aren't physical and that the chip was like a muzzle for Spike. "You can't be evil by doing evil" she ends the conversation with and walks out, with Giles saying "I hope you're right. You're gambling with a lot of lives."

Daytime at a... lumber yard-store-place? Xander and a bunch of other construction guys watch some guy cutting pipe during a demonstration (ooo... aaaahhh) and Xander turns briefly to see uber-hot lady looking at a rope display (This is that "Ashanti" Special Guest Star singer-lady). There's instant eye contact as Xander walks over and asks her if she needs help, she looked confused. Some small quips between the two (during which the suggestion of bondage is subliminally hinted at) and she introduces herself as Lyssa. Lissa finally tells that she has a Kyak and is looking for rope to tie it up in her garage. Xander suddenly blurts out an invitation to Coffee. The sparks definitely fly!

Sunnydale High School has Buffy walking into "Principal Robin M. Wood"'s office and closing the door behind her. She looks through files, tries to be a little sneaky and search a little, and wonders "Now if I were a sign of being evil, where would I be?" She glances at a VERY large wooden wall cabinet and approaches it, but just as she's about to open it, Principal Wood catches her, standing in the doorway! Wood asks what she's doing. She nervously tries to pass it off as her looking for supplies and tries to rush out, but he stops her and and calmly asks her what she's doing that night. Buffy says eagerly she's preparing for tomorrow's councelling sessions, then admits "watching a reality show about a millionare?" And then Wood asks her out to dinner! Buffy smiles and is a bit uneasily surprised, especially when he makes a bad joke about her not being obligated because of her job. She then smiles more and says she'd be happy to have dinner with him later that night. As she exits his office, Principal wood suspicously closes the door behind her and pulls a blood soaked hankerchief from his jacket pocket, then unwraps it to reviel a knife! He wipes more blood from the blade as he walks over to the large cabinet doors Buffy eyed before. They open to reveal... a whiteboard! *gasp* But then he grabs the bottom of the whiteboard and it slowly slides up to unveil a weapons display! 21 different types of swords, knives, and axes hang in the case as Wood delicately replaces the 22nd, the dagger.

Commercial Break: Come to Kaakaa's Hidden Display Case Emporium! Have a gun rack? Knife display? Evil shrine? Hide it behind one of our custom Whiteboards! Or try our new "Not Quite a Large Screen TV" TV!

"So he asked you out to dinner?" Willow asks Buffy, smiling wide. Buffy and her do the girl-talk thing while Willow folds laundry in the living room. They talk about the Wood date-invitation, making the "he's hot for a principal" remarks, but then the suspicous talk starts, with Buffy commenting that he's there on the hellmouth all day every day, like he's being showered with evil... "but from underneath." "Not really a shower" Willow says. "Like a Bidet. A bidet of evil..." Buffy answers. Willow then asks if Buffy's... "interested." Buffy smiles and goes over his good points, saying he seems solid strong and normal, not full of "wicked energy." Buffy admits she thinks she likes him. Willow smiles at this and says it's good for her to move on. "Why does everybody in this house think I'm still in love with Spike?!?" Buffy snaps, but Willow backpeddals, saying she meant moving on from being alone.

Xander bursts in the door, extreme with the happiness. He's gonna surprise them with his news of a date, but Willow beats him to the punch, surprising him with Buffy's Principal Wood date! Xander's bummed at his thunder being stolen. Buffy tries to comfort him by saying her date may be evil intentioned and aligned with the First. Xander comments that Wood is also 10 years older than her, which has Buffy and Willow comment about Xander's oh, so young 100 year old dates. Willow then starts jabbing at Buffy, saying she thinks Buffy and Wood are gonna start making out. Buffy jabs back, threatening Willow with information about handholding with her new girlfriend under the table at dinner. Willow quickly changes to Xander, asking if his date is evil. Xander says his date seems interested, so there's a good chance.

Giles now comes in the front door with armloads of shopping bags and Chao-Ann in tow. He complains about the busyness of the mall and the "sticky" food court as Chao-Ann stands silently smiling. Xander says it must be rough on her, bringing up the learning of her potential slayerhood and being uprooted from her home. Giles says the language barrier is also making it tough. "I was concerned that my Mandarin was thin, but as it turns out she speaks Cantonese... which is... thinner." Giles then says she's happy though because Ice Cream is the universal language, which prompts Chao-Ann to say (in Cantonese, with English Subtitles) "Like many from Asia, I am lactose intolerant. I'm very uncomfortable." "What she say?" Buffy asks akwardly. "She's grateful to be in the land of plenty" Giles says as Chao-Ann smiles and nods. Giles and Chao-Ann depart upstairs to put away her new clothes as Buffy asks Willow to do a computer search on Principal Wood. Willow says no problem, then offers to do the same with Xander's date. Xander waves her off, saying it's ok, he's gonna go in blind on this one.

"Getting the most from your new microwave" Andrew reads from microwave instructions in the kitchen. He starts to look up instructions on how to set the clock when suddenly he hears "you don't need a manual, it's intuitive!" Andrew looks up to find... Johnathan! "There's a button marked 'clock set' for pity's sake. What kind of a nerd are you?" Andrew is scared and starts to back away from the visage of Johnathan/the First, pulling out a wooden cross and trying to "rebuke" the image. Johnathan/the First sighs and walks calmly up to Andrew. The First waves his hand right through the cross, sarcastically saying "ooo, ahhh, it burns as it ineffectually passes through me. I'm not corporeal, remember? Also... not a vampire, so... a cross?" Andrew, still shaken, asks very hesitantly "what do you want from me Johnathan-slash-the First?" (I'm sorry, but I'm going to pat myself on the back here, thinking that line came from my use of naming the First in such a manner. *giggle*).

Johnathan/the First says he has an assignment for Andrew. Andrew says he's trying to redeem himself for killing Johnathan. Johnathan/the First wonders if Andrew really thinks Buffy will let him into her gang with him being a murderer? Andrew says that otherrs in the group have killed too, mentioning Spike and Anya. Johnathan/The First then tries to coax Andrew towards his side, saying there's a fight growing and Andrew can be at his side. Andrew thinks and says not-too-convincingly "Sounds nice." Johnathan/the First says all he has to do is kill all of the girls, not including Dawn, Anya, Willow, or Buffy. Just all of the SIT's. Andrew is horrified at the fact, but Johnathan/the First keeps talking, saying the girls must die. Andrew says he can't do that, he didn't like the stabbing when he did it before. Johnathan/the First says he doesn't have to stab, that Willow brought somethign into the house that Andrew can use. Andrew with a Vanna-esque flourish says "the new microwave?" Johnathan/the First rolls his eyes and says no, the Gun. He wants Andrew to try and remember where they put the gun...

In the washroom, Anya tries to rub out a stain from a shirt as Buffy watches her as they talk about the uncertainty of Buffy's date really being a "date." Anya admits defeat at the stain (either blood or pizza, can't tell) and hands the shirt to Buffy (who yes, is standing in a frilly lacey thing. whoo whoo!). Anya then starts to rant about the "sham" date of Xanders. Buffy says it doesn't appear to be bothering her, but Anya says that it of course bothers her a great deal. Buffy then takes that moment to get the heck out of there. She hits the hallway and runs right into Spike, who very gentlemanly looks at her and around her, but not AT her, as she is just a tad awkward at her appearance and debates whether to cover herself with the shirt. Calmly, nicely, Spike says she looks nice and says he hears she's got a date. Buffy says that it's unclear what it is, whether it's a promotion or checking up on the principal or what, but Spike can sense her avoidance of the real subject and he says it's alright, he's not being nobel or anything, everything is fine with them and the fact that she's going out on a date. Buffy then suggests he try it himself, going out and having fun, and remembers his date to Anya's Wedding. Spike says the gal wasn't his type really. Buffy then says she has to get ready a little anxously and walks past Spike, who stares off with this... look in his eye (hard to tell what he's feeling here).

8:30 at night in some coffee joint has Xander sitting at a table, waiting for Lyssa. He's a bit nervous, drumming his fingers on the table. She arrives and the date starts, the two talking coffee. Xander says he ordered a "Red eye" (black coffee with a shot of espresso) but when Lyssa grabs his cup and sniffs, it turns out to be hot cocoa. Lyssa smiles at Xander's embarassment, then goes ahead and orders a Red Eye herself, saying it sounded good.

Night-time in the Summer's dining room has Willow at her laptop with Dawn and Amanda seated at either side and Kennedy hangning over Willow's shoulder. They are researching Principal Wood and not coming up with anything, only recent having-moved-to-Sunnydale stuff. Anya walks in, a disgusted look on her face, with Giles trailing her, telling her "Calm down, they're educational." Anya presents a stack of papers to the ladies att the table and they start to look at them. They are Flash Cards, reminiscent of the overhead slides Giles showed in "Hush", showing stick-figure scenes of a Bringer's attack, a Vampire's attack, and "the Slayer" (with a Buffy stick-figure standing with a bloody stake). Giles explains that he was trying to show Chao-Ann the importance of the situation as Willow asks him in a surprised voice if he showed her those. Dawn grabs one and spouts "Holy Crap!", showing them all a picture of a stick Turok-Han and it's ripped-in-two bloody victim.

Willow asks Giles if he wants to help with the research into Buffy's date. Giles is surprised and a little disgusted and asks "Buffy has a date?" Anya chimes in with a hint of jealousy, saying that Buffy has a date and Xander has a date and Willow has been making out with Kennedy. Willow says that Buffy is actually investigating Principal Wood and it only "might" be a date. Giles is put back a little by the news, thinking everyone silly for worrying about their social life when such primal evil is around.

From the shadows, Andrew watches the group suspicously...

In a back alley, Buffy looks around a little nervous as she and Wood walk towards an out of the way restaurant he knows. He assures her it's just up ahead, but suddenly it's a Vampire attack! Three from ahead, two from behind! The battle commences and three vampires attack Buffy. Wood dissapears into the background as Buffy dusts one quickly (in this real cool special effect of her jumping on it's back, staking him, it turning to dust, and then she drops to the ground), then she dusts the other two after a series of kicks and punches. Buffy looks pissed and looks for Wood, calling out "you set me up you sonofa..." She is surprised to see Wood very compitently battling the remaining two vampires! He's got the moves down and knows how to fight, quickly dusting one and then the other. Yep, he's got a stake too, which he twirls a second then holsters in his belt. He walks over and helps a confused Buffy to her feet, saying "I think we should talk..."

Commercial Break: Windex makes it SHINE!

Buffy and Wood continue walking as he points out to a still-stunned Buffy where the restaurant is.

Lyssa and Xander continue their date over the coffee and cocoa, but the talk is of Xander and Anya's past relationship. Xander says that he's on her mind a lot lately because it's their anniversary, or would have been. After some kind words from Lyssa about his situation, Xander apologizes for the current "date" they're on. Lyssa smiles and says she can think of something fun for them to do...

In an elegant fancy-smancy French Restaurant, Buffy and Wood sit at a cozy table and Buffy is instanly questioning him on how he "did that." Wood calmly says he's never taken on two vamps before, but he's been known to fight a demon or vamp here or there. Buffy hints that he may know who she is. "You're the Slayer" he says calmly. She smiles and shakes her head in disbelief, still not sure what to make of things. Buffy wonders why he took a job above the Hellmouth. Wood says he does like the Principal job, but he knows that something big is going down and he needs to be there when it happens. He admits to not being ready to reveal himself to her until he was ready to face the fight himself. It is then learned that he knew who she was before he was even hired. She wonders how he knows about Slayers. "Ok... see, when i was a little boy, my Mother was one. THE one actually, the Slayer." Wood admits. This news hits Buffy hard with surprise. She still tries to wonder how a Slayer could have a son. Wood says he doesn't know of any other Slayers with children, and that his Mother was killed when he was 4 years old. Buffy beats around the bush for her next question, wondering what killed his Mother. "A Vampire" he tells her. He says he did the avenging son thing in his 20's but eventually learned he may never find the vampire that did it, so he just continues to fight the fight, hoping to come across the one who killed her sometime. He admits to not being popular with the Vampire population, reasoning that's why they probably got jumped outside.

Buffy continues her curiosity, asking Wood if he has any special Slayer-like powers? He admits he doesn't. No mystical calling or such. He learned how to fight by being taken in by his Mother's Watcher and being taught. Buffy then questions him on his venue for revealing all, the dark, cozy restaurant. He admits he's not sure how that happened, but yep, it happened. They both smile at each other. There is a slight spark...

"Did you find the gun?" Johnathan/the First asks in the living room of the Summers home. Andrew says he found it in Buffy's underwear drawer and commented on her having nice things. The First asks to see, and Andrew says he didn't take any of the underwear. "Show me the gun" the First corrects him. Andrew holds out a large paper sack and inside is the gun. The First tells Andrew that the SIT's are gonna panic when the shooting starts, so he should try and trap them in the basement first. Andrew questions why they're killing the girls, to which the First says if the SIT's are killed, the Slayer line is gone. Andrew acts like he understands, asking more questions. He wonders why the First doesn't just have Spike do it. The First ominously says "It's not time for him yet."

Andrew then starts to get a little bit... weird. He nonchalantly asks the First if there's any weaknesses he has. The First questions why he's asking. Andrew says it's not a big deal, then asks about the First's existance, thinking it has something to do with the evil impuses in everyone. Johnathan/the First is suspicous and asks why Andrew's asking so many questions. Andrew is now very awkward in his answer, clearing his throat a lot, saying that he simply wants to be better able to serve the First by understanding things better, like when they're going to kill Buffy. "Are you wearing a wire?" Johnathan/the First asks.

Willow jumps suddenly, earphones falling off her head, a nervous look on her face. She is seated at a table in the basement with Kennedy, Dawn, and Amanda seated near, recording equipment at her side.

Johnathan/the First now confronts Andrew, saying that he has control over Andrew and he should not take it lightly. "I hold you Andrew. I made you do this..." the First says, taking his hands and placing them on his chest, then showing them to Andrew to reveal them covered in clotted blood. Andrew looks on, getting more scared as Johnathan/the First continues to talk at Andrew, blaming him for Johnathan's death at his own hands, saying that Johnathan now suffers an eternity of pain because of what Andrew did. Johnathan/the First's image slowly changes. His face becomes pale, sweaty, and dirty. He slowly begins to get more oozey and death-like. The First says that Johnathan's death sent Andrew down a path and now he has to keep going, but Andrew now becomes confronttattional, telling the First to stop looking like his friend Johnathan. He's good now and he's not going to shoot the innocent girls. He then says when the fight is over he's going to pay for killing Johnathan. Johnathan/the First says that he'll pay alright, because now the First is pissed at him!

"You think you're so smart." the voice of Johnathan/the First comes over the headphones to Willow, but Kennedy says it's not the headphones, they all can hear it. The ghostly image of a rotting, decaying Johnathan appears to them out of nowhere, saying "so many dead girls... so many..." then it vanishes just as quickly.

"See? I knew it. I just knew it..." Xander says. Yep, he was right. Another demon date. Xander is tied to the familure circular rack, suspended above the seal of Danzathar, no shirt, with Lyssa standing off to the side, pulling on the new store-bought rope to rais the rack even further above the seal. "It can't just happen. This just can't happen that demon-women find me attractive!" Xander quips as he starts to get a little nervous, hoisted directly above the seal now.

Dawn slowly peels the taped microphone off of Andrew's chest as Spike and Giles have joined Willow, Kennedy, Anya and Amanda in the living room. Spike asks why they tried to record the First, noting that it would just further piss it off. Giles asks the same question of Willow. Willow says they wanted to study it and gather information because they have no information. Spike asks why it appeared to Andrew, wondering why it didn't appear to him. Andrew says it told him it wasn't time for Spike yet. this gets a worried look from Spike and Giles. Andrew complains about the tape but Dawn says he did a good job. Andrew thanks her as Anya asks what the First wanted him to do. Andrew says it wanted him to shoot all the girls, which gets a worried look from Dawn, but upon clarification that he meant all the potentals, Dawn relaxes. Giles then starts off on a rant, saying this proves his point that they should be concentraiting and not going out on dates. He wants to get a hold of Buffy. Spike offers to go and get her a little eagerly and starts to head out, but Willow says she can call her.

Just then Willow's phone gets a text message from Xander! She tells the others that they worked out a system of codes for emergencies and such. She then says she can't remember if that specific code is "I just got lucky, don't call me for a while" or "I dated a demon who's trying to kill me." Dawn says they should play the percentages and all assume that Xander is in danger. Andrew says that Buffy will know what to do, which once again has Spike offering to go and get Buffy. Willow haults him, saying she can still call Buffy, but upon dialing, they hear Buffy's phone ring nearby. Willow picks it up off a table and all know she can't be reached. Spike now says he'll go and get Buffy, he can still track her scent, and he heads out the front door with a "look" from Giles. (also, in this scene, check out Spike's right rear shoulder. What is that on his shirt?!? Eewwww....).

"oh my god! That might be the best thing I've ever had in my mouth" Buffy says as she bites something off a fork. Wood smiles and says they take the pears and dip them in brandy as he slowly, flirtatiously feeds her a sample from across the table off of his fork. Buffy then looks up and is surprised to see Spike standing over them, a very serious look on his face. Wood asks if there's a problem. Buffy asks what he's doing there. "It's Xander" Spike answers her.

Now suspended directly above the seal, Xander is a bit paniced, trying to explain to Lyssa what will happen if the seal opens. Lyssa knows though. "The seal opens and a vicious feral vampire comes out!" she gleefully exclaims. Xander asks her why she thinks that's a good idea. Lyssa says she knows the end is coming and it's time to choose sides and get help. She then reaches over and grabs a large, ornate dagger, and looking back at him, we see her eyes have turned a cat-like yellow. She sticks the dagger into Xander's side and he cries out as blood start dripping down the blade. "Couldn't have done it without you Xander. Thanks for the great date!" she exclaims.

Commercial Break: Packo's Hot Dogs. Made from 100% pure stuff!

Driving down the street (in what looks like a Dodge Durango), Principal Wood drives with Buffy riding Shotgun and Spike in the back. Buffy asks if Spike is sure Xander is at the high school. Spike tells her that Willow did a locator spell. Wood says he's not surprised, the school is the center of everything. A few awkward moments of silence, then to break the silence Wood asks how Spike and Buffy know each other. Buffy blurts out they work together... in the struggle against evil. "hmm... cool." Wood answers. More awkward silence.

"Xander!" Buffy calls out as she bursts open the door to the basment seal area. She immediately attacks Lysssa along with Spike, but Lyssa is stronger than she appears! She throws Buffy off then attacks Spike and pins him, choking the vampire! This of course pisses Spike off and he goes into vamp mode, which a nearby Wood sees. "A vampire..." Wood says to himself as the battle continues. Wood rushes over and starts to cut Xander down with a knife, but it's too late! Xander's blood has dripped onto the seal and started to activate it, the triangle bits folding up and around, light shining from within! A long, gangly claw comes out from one of the triangle openings... a Turok-han-d! (ha ha). It grabs at Wood's leg, but just then Wood sets Xander free and kicking the hand off, moves Xander clear of the seal! Without the blood flow, the Seal's parts close up with a slam and they chop the exposed arm off!

Now almost unconscious, Spike is out of it as Buffy takes on Lyssa. The two struggle for Lyssa's dagger for a while. Lyssa throws Buffy off as Spike joins the fight once again. Punch-kick-punch, then Spike is battered aside and it's Buffy's turn. Buffy gets the upper hand, swings the daggger, and whops off Lyssa's head! As her body and head fall to the ground, both morph into a quasi-demon-humanoid creature.

Spike struggles up as Buffy goes to help him, with Wood looking on in a cold manner.

Buffy then gets up to go to Xander as Wood rises and stands away from Spike a little, saying that their friend is going to be ok. "Hey, Xand... I'm here." Buffy smiles. "So how's your date going?" Xander asks Buffy, as cold glances are exchanged between Wood and Spike.

With Dawn at watch at the open front door, Anya paces nerviously, wondering where Buffy and Xander are, thinking that the "slut" ate Xander up. Andrew says that he understand's Anya's fear because he "enraged that primal force." Giles walks in with a glass of milk, wondering if they're back yet. In walks Chao-Ann, who says (subtitled) "Why is everyone up? Are the flashcard monsters attacking?!?" Giles incorrectly translates for her, saying that she said she can't sleep. He then offers her the glass of milk to help her sleep. (subtitled) "You're trying to kill me!" Chao-Ann shouts and barges up the stairs. "She's shy" Giles tells the others.

Dawn gets excited, saying they're back. Anya asks if Xander looks ok. Dawn says she thinks so. Anya is mad that he is. And finally in walk Xander, Buffy, and Spike. Xander's shirt is open and his side is bandaged. "I've decided I'm turning gay! Willow, come on, Gay me up!" Xander is now determined not to have any more bad demon dating luck. "Just tell me what to do. i'm mentally undressing Scott Bakula." Andrew sighs "ahh... Captain Archer..."

"Come on! Let's get this gay show on the gay road!" Willow looks on in slight shock as Buffy and Dawn start joking around, saying that Clem always liked Xander. The mood just starts to turn light until Giles silences everyone, wanting to warn them of the seriousness of the situation. He says there's no time for fun and games and quips about orentation. He holds up his flashcards to prove his point, saying the girls are going to die, and they may also. "it's time to get serious."

Alone on the Couch, Buffy sits in thought as Spike approaches. He asks if anyone told Buffy what happened at the house that night. Buffy says Willow told her that the First is back. Spike tells her about the revelation that the First still has plans for him and he suggests he should move out and leave town. Buffy says he has to stay. Spike says he can leave cause they've got lots of help, but Buffy says that's not the reason. Spike asks her why then. "Cause I'm not ready for you to not be here" she says. And yes, it's a "moment." Spike asks how the principal fits in? Buffy doesn't answer...

Principal Wood washes his face in a sink, breathing a sigh of relief at a tiring day. He looks up in the mirror to see an African-American woman standing behind him. "you look good" she says. "You're not my mother." he replies coldly. The woman chastizes him for his rudness, but he tries to be strong in front of the affecting image, turning and walking straight through his mother's form. He then turns and faces off against her. "So you're the First." he says, then wonders what the First is doing here now, appearing to him? His Mother/The First says he's coming up in the world and it was about time. Wood says he has no use for her and turns to go, but he is haulted in his tracks when she says "Would you like to know who killed me?" The First knows what he's been looking for and says it can help. Wood asks flatly who it is.

"You know him... you've met him... you've fought at his side" she says.

"Spike" Wood mumbles.

"Now, what do you say?" The First says in a Motherly tone.

"Thank you" Wood whispers.

Nighttime and Buffy walks the house checking on the troops. She walks quietly through the dark living room and sees many sleeping SIT's scattered about. She picks up a book from the ground (Greek to English dictionary) and places it on a table that holds other foreign language books (French, Chinese, etc...). Upstairs she peeks in a bedroom... more sleeping SIT's crowd the room. Off in the distance she hears crying and, looking down the hall, sees Chloe huddled in a corner, weeping. Buffy asks "Chloe? It is Chloe, right?" as she starts to approach, but she's suddenly broadsided by a figure! Buffy and the unknown assailant go tumbling down the stairs and Buffy is instantly overcome and pinned by someone she didn't expect to see: "It's Not Enough" says the First Slayer...

Buffy bolts upright, having been jolted out of sleep, looking around in the living room at all the Sleeping SIT's, still in shock from her dream.

Opening Credits: nothing new. Same ol.

"I'm a bright girl... good education, quick on the uptake, so tell me, why in the name of all mighty grotthnar would I let myself be human again?" Anya walks down a night time Sunnydale street with Spike at her side, complaining up a storm about being human, how it's icky on the inside and outside, being trapped with so many girls in one house, etc. Spike agrees with her the entire time, trying to simply walk on and towards is goal of getting out and getting drunk. Anya jokes about it being a "date", but Spike continues with the "just getting drunk" mentality. "Would you let it go?!?" Spike tells Anya after she mentions sex on a table "You're like a dog with a bone!" "So what?" she says. "It's my bone. Just drop it." he answers.

"Oh thank god..." says Spike. Anya is lost. "Demon" Spike says, glad at the change of subject, as we suddenly see a red-eyed icky demon behind Anya. Spike grabs her and pushes her out of the way as the demon exclaims "D'hoffryn says you DIE!" Spike has other plans though, quickly taking the demon out with a kick to the nads. Instead of fighting though, Spike grabs a complaining Anya up off the ground and both take off down the street.

Buffy and Principal Wood are in Buffy's office as the both square off against two teen boys who have just been busted for fighting (one has ripped shirt, other has swollen eye). Wood is not happy and says he's not impressed with them, but he cuts them some slack and tells them to beat it. The boys leave as Wood tells Buffy that it's the third fight that week, vandalism is on the rise, 3 students are missing. Wood closes the shades to her office as he asks her if "it's started?" Buffy agrees, saying that things are getting worse, usually boiling over around May. Wood says it seems like things are getting worse faster and that he wasn't ready to sign on for all this. He knows it's going to get bigger than him, which Buffy agrees with, so he says he has decided to give her something. He reaches around a desk and pulls out a large brown leather bag, an "Emergency kit" that his mother had and that was supposed to be passed down from Slayer to Slayer. He couldn't part with it after his mother's death until now. He says that he doesn't know what's inside, but he knows it had to do with his mother's Slayer power. Buffy is pleased and embarrassed by the gift and doesn't know what to say. Wood then says he'd like to see where Buffy works. Buffy looks around, confused, showing him her desk and she holds up a cup of pencils, but Wood meant the "other" job.

Entering the front door of the Summer's home later that day, Buffy shows Wood in, explaining to him how the Potential Slayers all started arriving, mentioning the Council of Watchers has since been destroyed, and both look around at the living room where it looks slightly un-living room like, with sleeping bags rolled up in all corners and research books strewn about. But then an oven-mitted, aproned Andrew comes marching in with a disgusted look on his face as he folds his arms "Where the hell have you been? This funnel cake has been kicking my ass!" Buffy smiles awkwardly as she introduces Andrew and Wood, who shake hands. Buffy introduces Andrew as their "hostage", but Andrew sees himself as a "guestage." Wood questions the hostage part. Buffy starts to explain that Andrew was evil, but now he's not so evil, and then abandons the explanation. Andrew complains to Buffy that their secret headquarters isn't so secret anymore, and if Buffy keeps bringing people in they're gonna see the "big board." Buffy says they don't have a big board, which makes Andrew run off and grab a big 3'x4' whiteboard with "Sunnydale "Big Board"" written as a title at the top. A rough map of Sunnydale is displayed, with a castle as their headquarters and little"demon faces" scattered about representing the First's appearances. Buffy and Wood look on in sarcastic shock and then turn and walk silently past Andrew as he asks "Where do we put our receipts?"

Out in the back yard now, Buffy now presents a sight which impresses Wood: Training SIT's! Kennedy leads in drill-seargent fashion rows of girls in combat exercises, shouting out different positions of attack and defense (4 rows of 4 girls, 16 SIT's in formation). We see Roma and Chloe and Vi and Amanda and Molly and a host of other since unseen girls practicing kicks and punches in workout sweats. All are professional and serious, but one girl, Chloe, is a bit off, missing the kicks timing and turning the wrong way. Kennedy spots a mistake of hers and says hold it, then gets in Chloe's face, telling her to drop and give her 20 "20 what?" Chloe asks. "Pushups, maggot!" Kennedy barks, then turns very serious towards Buffy and Wood, acting very strong for a few moments, before she gets excited at her power, "loving" her job. Kennedy asks who "the hell" Wood is. Buffy says he's an Ally. Kennedy then shows off her troops, saying they're ready to kick some ass. Wood is just a tad skeptical though, saying he doesn't think the First has an Ass that can be kicked. Amanda then notices Wood and says hi, thinking it weird seeing him outside of school, but Kennedy turns and snaps the troops back into order. Buffy looks on but says that Wood is right, they aren't enough. Wood tells her that they're an impressive bunch of recruits, which Buffy corrects him in, saying they were chosen, not recruited. Buffy lays it out, saying "they're not all gonna make it. Some will die and nothing I can do will stop it.

Just then Willow appears from out of the house, carrying an armload of various weapons (crossbow, flail, axe, etc.) and, seeing Wood and then the training SIT's, starts to make a cover story on how they're in preparation for the school prep-cheer-dance-thing. ("Bring it on!" she quips. I think this is a funny shot at Eliza Dushku's movie myself). Buffy lets her off, saying she filled Wood in on everything. Willow breathes a sigh of relief, not knowing how she was going to explain the weapons. She puts the weapons down as Wood says Buffy told him Willow's been experimenting. Willow shoots Buffy a look, until Wood continues, saying he meant with magics. Willow smiles and says yeah, she's getting better. Willow excuses herself and leaves with a "he's so much cooler than Snyder" comment to Buffy as Wood then asks "She almost destroyed the world? Remind me not to make her crabby..." Buffy then shows a sign of frustration at their 'Army' made up of a bunch of troops with nothing to hit, a Wicca that won'ta, and the brains wears oven mitts. Wood says she's got more than that, and asks to see "the Vampire."

"But you just let him go." Anya argues with Spike in the basement as Buffy and Wood come down the stairs and observe. Anya wants to know why Spike didn't fight him, but Spike logically says that if he fought and the demon got lucky, he'd get knocked out and then it would go and kill her. Rational Spike is showing his self, saying that Anya's safest place was with him, out of danger. Anya knows he's right but she barges off anyways, past Wood and Buffy and up the stairs. "no need to thank me, I'm just the one who beat him off!" Spike calls after her, and after an embarrassing glance from Buffy, he continues "Repelled him perhaps should have been the better phrase."

Spike notices Wood and asks Buffy about him. Buffy says Wood wanted to see the place and she's showing him around. Spike thinks for a moment then nods, agreeing that the more good guys they have around the better. "Is that what you are? A good guy?" Wood asks Spike coldly, facing away from the vampire. Spike jokes he is, and for anyone who said he wasn't he killed them. Buffy nervously says Spike was joking, but Wood says "no he's not." Spike agrees that he wasn't, but says he's changed now. Wood nods in understanding, saying "ah... yeah, now that you have a soul..." Spike looks at him a little surprised, then turns to Buffy, asking if she's telling everyone about his soul. Wood says not to blame Buffy, that he asked. Spike and Wood then start to square off and size each other up, standing toe to toe, with Wood questioning Spike's "goodness" and Spike defending and explaining his newfound soul-enduced outlook. Wood then starts to ask him about how he's spent his time, the past few years, where he's been, but Buffy, seeing the pissing contest, interrupts and says Wood should see the rest of the house. "Right... give him the full tour.... you don't wanna miss a look at her weapon's chest" Spike says snarkily as Wood turns and heads upstairs with Buffy behind.

Later that evening Dawn tells Buffy what she found in the Emergency Kit that Wood gave her as Buffy rolls out sleeping bags, preparing the girl's sleeping places for the night. Aside from "smelling weird," Dawn says she found trinkets, weapons, a very large textbook (continently written in Summerian), and a big, fat, unopenable box. Buffy tells Dawn to keep on with the kit research as the two head out of the bedroom. Buffy asks Dawn if she has homework. Dawn says her plan is to not do it (Joke!), then says she's paying someone to do it for her (Joke!), but as the two open a door into another bedroom, Buffy's face goes cold and Dawn screams at a startling sight.

Chloe's body hangs from the ceiling. We see the entire view. Her body hangs limp from a twisted bedsheet around her neck, still clad in pajamas.

Commercial Break: You have a plan of attack but nothing to plan on? Demon forces popping up everywhere and you can't keep track of em? What you need is the NEW "Big Board" whiteboard by Props-R-Us! Now comes with THREE colored pens!

Dawn and Buffy look at Chloe's limp body as Kennedy runs up behind, saying she heard something. Other SIT's run up behind and each in turn is horrified at the site as Buffy tells Dawn to get a knife. "Good thinking, but on the otherhand, why the rush? Up or down, I'll still be dead." Says Chloe, standing next to her hanging body. "You're not Chloe" Buffy says, addressing the First. The First/Chloe addresses the group at the doorway with mocking charm, telling them that Chloe and her talked all night and that Chloe was a good listener, realizing that they all would die eventually, so why wait. She says they're all going soon. Buffy stands up to the First, saying they're ready, they'll be there. the First/Chloe questions and insults her, saying she thought Buffy said (Repeating in Buffy's voice) "They're not all gonna make it. Some will die, and there's nothing I can do that will stop it." She tells the group she'll be seeing them all, one by one, then disappears in a blink of light, leaving with "TTFN!" Buffy questions what TTFN means. Rona says it means Ta Ta For Now, something Tigger says from Winnie the Pooh. Amanda then sadly says that was Chloe's favorite book. "Dawn, where's that knife?" Buffy asks coldly.

Still nighttime and Buffy is outside, piling dirt on a fresh-layed grave by lantern-light in a lightly wooded area somewhere. She shovels the dirt onto the grave which lays next to another somewhat fresh dirt mound (Annabelle?). She looks tired and down.

Back in the Summers living room, everyone is gathered. Various SIT's, most of which we haven't seen in past shows, all talk in mumbled voices, softly sobbing, comforting each other. Xander, Dawn, Anya, and Spike are present too. Buffy walks in, carrying the shovel, and asks if everyones there. Kennedy says everyone's present. Buffy then asks if anyone wants to say anything about Chloe. The room is silent. Buffy then says she will and opens up with "Chloe was an idiot. Chloe was stupid. She was weak. And anyone in a rush to be the next dead body I bury, it's easy. Just think of Chloe. I'm the Slayer, the one with the power, and the First has me using that power to dig our graves." Buffy throws down the shovel, quite pissed, as she starts to lay into the gathered group, saying they're not doing anything to help and that they are all just listening, not doing anything, not helping. All are looking quite ashamed, except for Kennedy, who stands defiantly and says that Buffy is out of line. Willow then defends Buffy briefly, saying she's not out of line. Kennedy fights, saying that Willow is the most powerful one of the group, even more powerful than Buffy. Buffy coldly tells Kennedy she's wrong, that she is the most powerful because she's using her power.

Xander pipes up, telling Buffy they're only doing what she asks because she's the leader, they're followers. Buffy attacks him, saying they should do what she says, not just follow. Xander backs off, reminding Buffy that they are behind her and they're her friends. "I'm not" says Anya, which makes Buffy turn and question aloud Anya's place and what her job is. Anyas only answer is that she provides the sarcasm, which Xander says is his job. Buffy says Anya's there because she's scared, that's all. Buffy says that they're all scared, but she wants them to be useful at the same time, and starts another not-quite-so-motivational speech about how the First knows them and they're not ready to fight it. Spike at this time has had enough and starts to head out silently, but Buffy asks him where he's going? Spike says he's going out, seeing how he's not a girl nor just waiting around. "Fine. Take a cell phone. That way when I need someone to get weepy or wailed upon I can call you." Buffy addresses Spike, who is stopped in his tracks. Buffy starts to lay into him too, saying she is still looking for the "old" Spike who knew how to fight, the one that wanted to kill her. Otherwise he's no good to her. Spike argues that he did everything for her, the Soul, the changes, everything, but Buffy now wants the Dangerous Spike. Buffy then tells Dawn to get the Potentials upstairs and break out that Emergency Kit. She's declaring an Emergency!

Later that night the room has changed. The SIT's are gone, save Kennedy. Principal Wood is now present as Xander, Anya, Dawn, Willow, Kennedy, and Buffy all open up the brown leather bag and go through it's contents. Throwing stars, a boomerang, the large old book, various items are taken out and examined. Dawn takes the book and hints that she's been researching it, trying to translate it. Anya sees the box and asks Wood what's inside. He says it's locked so he's never known, but Buffy breaks the lock off and opens it without hesitation. "Heh hehh hehhhh huhhhh.... Puppets..." says Xander with a smile and laugh as he picks up a metallic cut-out outline of a man from the box. Xander then gets the idea that the First hates Puppets and they can attack it with Kermit, Fozzy and Ms. Piggy. Willow corrects him, saying "those are Muppets." Dawn tells them the metallic items are "shadow casters", meant to cast shadows upon a wall in a certain order to tell a story. She refers to the book, saying it says "You have to watch, not just see." Buffy asks what it means. Dawn says her translating breaks down there, but she thinks it will describe an origin myth, the story of the first Slayer. Buffy then tells them she saw the first Slayer in her dream the last night.

A match is lit and a center wick is lit. A clay rotating pedestal sits in the center of the room with the newly lit bright flame at it's center. All of the Scoobies stand at various places in the room as only the one flame lights everything, casting eery shadows. Dawn stands next to Xander by the pedestal as she reads from the book. "First there is the Earth." Which prompts Xander to grab a metal plate and insert it's lower pegs into the pedestal It casts a shadow upon the wall showing a rocky silhouette with a crescent moon above. Just then tribal drums start to sound off somewhere. All can hear it, and Xander thinks it's creepy. "Then there came the demons" Dawn continues and Xander places another metal shadow plate in the pedestal It casts the shadow of a large, toothy demon as a howling/snarling is heard in the background. "After the demons then came men." A plate with three tribal men-figures is placed and it's shadow casts on the wall. "the men found a girl" (shadow plate of a lone woman is cast) "and the men took the girl took the girl to fight the de mon... to fight all the demons. They chained her to the Earth.." (shadow plate of long shackle attached to the ground). "And then.. I ... I... I can't read this. Something about Darkness?" Dawn is becoming a little scared and confused, trying to translate, as the shadows flicker on the wall. The pedestal now starts to rotate by itself as the drum beats in the background grow steadily louder. "You cannot be shown. You cannot just watch but you must see. See for yourself but only if you're willing to make the exchange" Dawn says rapidly, which prompts Xander to ask when Dawn became so good in Summerian. Dawn says the book isn't in Summerian anymore as we see the book's writings glow and turn into English! The pedestal now spins faster and the light starts to grow, the shadows on the wall taking on a life of their own as we see the girl struggle against the chains, the demons approach, and the three tribal men beat staffs on the ground. Faster and faster it spins and all in the room are confused until...

FLASH! Where the pedestal was now floats a glowing mass of blue and white. Roughly the size of a door, it looks a little like the dimensional void which Glory created years ago. All stare in wonder as Buffy circles it, looking on, knowing what it means. Buffy says she has to go inside, but Willow and Wood argue, saying she doesn't know what the exchange is and if she's even ready for whatever's inside. Willow says she can't go, they don't know where she's going or how to get her back. Buffy is now forced to make a choice because the dimensional door is starting to shrink! "How will we get you back?!?" Willow asks. "Find a way" Buffy says and dives into the doorway just as it blinks closed!

All stand in the empty room, looking around, as Anya asks what the book meant by an exchange? Just then a bright flash off in front of them and a large, horned demon appears (yes, another one, but this one's bigger). "Ah, this must be the exchange student" Xander quips as he is soon grabbed and thrown into a table by the demon.

Commercial Break: Now if you were REALLY smart, you'd go to Angel's Acolyte very, very soon, because AA's Angel Wildfeed is really good and there's some slight crossovery stuff that will soon be a happenin, so... just go there. And tell em' Leoff sent ya!

"Willow, use your magic... send it back!" Kennedy shouts, and Willow says she's trying. She uneasily, shakily, starts a spell but the demon back-hands her into the wall quickly. Wood instantly grabs throwing stars and whips them at the demon, but it basically only pissed the demon off and it attacks Wood, who is batted away easily. "Weapons!" Kennedy shouts as Dawn throws her a sword, with Dawn grabbing one herself. Both attack the demon but of course, they're swatted aside easily too. Spike then jumps the beast from behind as he tells the others to get out. Kennedy asks what he's gonna do? "What I do best..." Spike starts and the fight ensues. Spike seems to be winning... for about 7 seconds, before the demon grabs him by the throat and throws him up and THROUGH the ceiling, up into an upstairs bedroom. Instantly the demon turns and jumps through a window, running off into the night.

"Is getting thrown through the ceiling what he does best?" Kennedy asks as the group starts to recover, checking each other over for injuries. Wood puts the problems at hand point blank: "Demon loose, no Slayer." Willow says they've gotta get Buffy back soon, but Anya and Kennedy say they don't even know where she went or what spell to use.

Bright daylight shines on a desert as Buffy appears out of nowhere in a flash, dive-rolling out of the appearing/disappearing portal. She looks around and sighs "Well, guess that worked" as she heads off in a random direction.

Xander asks Dawn what the book says. Dawn says that now it's a little tougher to read as she shows them the book with completely blank pages. All slowly file into the kitchen as Kennedy says that Willow can just use her magic, but Willow doesn't know where to begin or what magic to use. Willow pulls out a first aid kit to bandage Kennedy's wounded wrist as Anya goes over the choices of possibly risking Willow going "Dark" and leaving Buffy there. Wood says that they've got to try and get Buffy back, but Anya remembers the very hurtful "i'm superior" speech of Buffy's and thinks she should find her own way back. Xander says they have to get Buffy back because every moment she's not there, the First has an opportunity to attack. Dawn tries to get organized, asking Willow how another which might begin to investigate. Willow explains that it's basically physics and a transference of energy, which gets a scoff from Anya. Willow tells her that magic works of physics, but Anya says she needs a conduit, some sort of a catalyst. The group starts to perk up a little at the plan forming as Kennedy says they need an exchange also, a demon for the Slayer. Wood says they need to find the demon that appeared and send it back through, dead or alive. "I vote dead." from the doorway, Spike appears saying he'll handle the demon and tells Willow to get working on the spell. Kennedy tells Spike that he doesn't look so good and that last time she saw, the demon kicked his ass. Spike says he can handle it and starts to head out without a word. Wood asks where he's going, and with a crack of the neck, Spike says "to get something I need..."

"Hello? I'm Buffy, I'm the Slayer?" Buffy has come upon three men, "Shadow men", who sit cross legged on the ground. They are dressed in tribal clothing, each holding a staff, and despite them speaking Swahili, Buffy seems to be able to understand them. In subtitles, the men say they know who Buffy is and why she is there. All three rise and start walking around Buffy in a circle, saying that she was expected and that the end is approaching. They then say the startling revelation "You are the hellmouth's last guardian." Buffy tries to correct them by saying "latest" guardian, but they say no. Buffy then says she came there to learn, so tell her what she needs to know. The men on the other hand have no knowledge to offer, only power. Buffy then begins to rant, saying she's probably not even there and it's a dream, but from behind one of the men strikes her hard on the head with his staff and she falls unconscious..

Willow pours sand in a large circle on the ground as Dawn explains to a curious Kennedy that the sand will help contain the dimensional portal they want to create. Xander suggests waiting until Spike returns with the demon, but Willow says she wants to get started now, thinking opening a portal that size might take days. Walking into the center of the sand-circle and sitting cross-legged, Willow starts to chant in Latin mystical words. She ends with "operi!" and all sit, anticipation in the room. Nothing happens. Willow turns to Dawn and says that she might wanna put some coffee on, this could take a while, but suddenly both Dawn and Kennedy are blown back by a powerful blast as Willow looks towards the sky, eyes as black as night, and she screams out in fury!

Buffy slowly comes to in an eerily lit cave and finds she is chained to the floor by shackles on her wrists. The three Shadow men stand with their staves and tell her that she at the beginning and they have brought her here. Buffy struggles against the chains as two of the Shadow men start to rhythmically bang their staves on the ground as the third grabs a box and places it in the center of an swirled design on the cave floor. He opens the box as the three men say "Herein lies your strength. The energy of the demon. It's spirit. It's heart." Straining against the chains, a little worried, Buffy sees a floating black mass of liquidy-smoke arise from the box, swirling in the air before her. The two Shadow men continue their staff beat as the third tells her that she will become one with the power, and it will make her ready for the fight. They say this is how it was done and how it must be. Buffy struggles as the black demon-cloud approaches her and starts to enter inside her nose, mouth, and eyes...

Commercial Break: Windex makes it SHINE!

Buffy screams and the black mass comes streaming out from her mouth, rejected. She struggles against the chains as the mass continues to swirl around her, creeping over her body, around her legs, up her skirt, as she orders the Shadow men to make it stop. They tell her that's what she came there for and not to fight it, but Buffy continues to fight.

Down in the high school basement, Spike rifles through a box for something. And he finds it! Donning it almost as if it were a superhero cape, the leather duster is back! He strides out with a purpose, the duster flowing behind him, as he goes down the hall, past Principal Wood's office, with Wood in the doorway. "Where ya goin?" Wood asks. "Got a Job" Spike answers. Nice coat. Where'd ja get it?" Wood asks. "New York" Spike answers and strides off, with Wood looking after him coldly...

Kennedy and Dawn slowly get up as Willow is now in full Wiccan way, chanting up a storm in Latin, meaning business. Then the words change... "Screw it! Mighty forces, I suck at Latin, OK? But that's not the issue. I'm the one in charge and i want that portal open NOW!" Xander, Dawn, Kennedy, and Anya look on as Willow's power grows, then suddenly Willows hands go back and a blue aura lights them up as they search for the nearest two beings... Anya and Kennedy! Both the women glow blue for a few seconds and then collapse on the floor, stunned, as a portal suddenly opens up in front of Willow. Xander pulls Dawn back further as Kennedy tries to recover, wondering what just happened.

WHAM! Spike is hit back in a back alley somewhere as he smirks, his game face on. He taunts the demon (the same one that appeared with Buffy's disappearance) and starts to pick a fight. The scene has Spike getting his ass kicked, but he is a beyond-care attitude, smiling at every punch he receives, ready to really let loose on the demon. He's looking for a goof fight and now that his ire is up, he smiles wide, chuckles, then laughs, shouts YEEAAAAHHH, and is off to do some serious damage!

Buffy complains to the shadow men about them wanting her to get knocked up by some "demon dust" and she knows she can't fight it. But she knows that she can fight them, and she jerks on one of her chains and it snaps from it's ground support. Buffy goes off on the Shadow men, saying they violated the girl who became the first Slayer so that it could do their dirty work. The shadow men says she doesn't understand, but she says they don't understand themselves and she goes to attack, swinging the loose chain with her free hand as the Shadow men ready their staffs. Without the beating of the Shadow men's staffs, the demon-mist floats nearby as the Shadow men go to attack.

Spike is thrown against a wall hard, almost knocked out, as the summoned demon grabs him by the throat and lifts him up against the wall. Last ditch effort, Spike grabs the demon's head, twists it, we hear a crunch, and the demon falls limp. Collecting himself coolly, Spike pulls out a cigarette and, lighting a match on the demon's carcass, says "I dunno your feelings big guy, but to me, a tussle like that... is good for the soul.

Buffy marches up to the one standing shadow man and, taking a staff in her hand, cracks it over her knee. The demon mist dissipates instantly with the staff's breaking. "It's always the staff" she mutters as the shadow man tells her they offered her power. "Tell me something I don't know" she quips, as the shadow man agrees to give her what she wants. He raises his hand and places it by her temple as the area goes white.

Spike comes into the Summers home's living room, dragging the demon in with him, as he glances at the well lit portal before him. He grabs the demon carcass and tosses it towards the portal...

The shadow man's hand is lowered as Buffy looks at him with a horrified look on her face. She stands silent... as a bright flash envelopes her...

... and VOOOP, she's standing in her living room, with Dawn, Anya, Xander, Willow, and Kennedy all looking on, Spike nearby crouching and catching his breath from having to haul the demon in, the portal is vanished. Buffy looks around confused.

In the upper hallway Kennedy walks quietly as Willow approaches from behind and asks if she's ok, commenting that she's been quiet since "since you sucked the life out of me?" Kennedy finishes her statement. Willow looks at Kennedy and tries to explain that she gets like that when things get all magic. Kennedy is acting quiet, odd, not quite sure about Willow. She says she thought it would be cool, but instead it just hurt. Willow apologizes, saying that she was one of the more powerful people nearby, that that's how "it" works. Kennedy says she understands, but is still wary, and she says she'll see Willow in the morning, turning quietly into her room and going to bed.

"How you doin?" Willow asks Buffy as she walks into her room. Buffy is on the bed, resting, as she thanks Willow for bringing her back again and apologizes for being so rough earlier in the day. Willow says it was ok, she needed to be. Buffy still looks concerned and Willow asks her again if she's ok. Buffy says she thinks she made a mistake, telling that the shadow men offered her power and she didn't take it. Willow says it's ok, that they'll get by, they always do. Buffy shakes her head and mumbles that she doesn't know, then says that they showed her something, proving that the First Slayer's words rung true, it's not enough. Willow asks what Buffy saw...

The snarling head of an Ubervamp stands as the camera pulls back to show more behind it... and in front of it! Tens... hundreds of ubervamps stand and snarl, holding weapons in a very post-apocalyptic scene.

Classical background music, a roaring fireplace, and shelves of books. The scene is very "Masterpiece Theater" as the camera pans over to Andrew, clad in smoking jacket and pipe, who introduces the "Gentle Viewers" to "Buffy, Slayer of... the Vampyres." (Yes, he pronounces it like "Vam-PYre")

Buffy marches determined through a graveyard as Andrew narrates, talking about Buffy's mission, how she has a "job" to do. She stops before a large grave, but then is attacked from behind by a vampire, who after a brief one-two punch, is dusted via a crossbow bolt. "unfortunately, Vampyres have a job to do, too..." Andrew says as we see another come up on Buffy and a fight ensues, with Buffy being slammed hard against a headstone.

"Owch, my goodness! Things look bad for the Slayer, don't they? She didn't see that second Vamyre conceiled by cover of darkness!" Masterpiece Theater Andrew addresses the audience, but is interrupted in the background by a knocking at a door. He tries to continue, but then his fantasy is blown. What was the stately library setting is really Buffy's bathroom, and Anya was the person who knocked. "For god's sakes Andrew, you've been in here for 30 minutes. What have you been doing?" She asks. "Entertaining and educating" he says as we see a video camera sitting on a stool, propped up like a tripod to shoot him. "Why can't you just masturbate like the rest of us?" Anya asks an awkward Andrew.

Opening Credits: as last time, nothing new... nothing new...

(to make things a bit easier to understand, fantasy sequences will be put in italics)

The Vampire bears down on Buffy, but it's an easy kill as she quickly dusts him. Andrew walks out from behind a tree, camcorder in hand. "That's great! I completely got you dusting that guy on film. Hey, why do vampires show up on video?" Andrew's excited, but Buffy is annoyed, not wanting Andrew to film her. He says that the video is going to be a story for the ages as Buffy walks away annoyed, Andrew in tow.

Anya pulls Andrew out of the bathroom and they talk in the hall as Anya asks Andrew what the hell he's doing taking up the bathroom (in the background we see three SIT's have been waiting to get in). Andrew tries to explain to Anya how he wants to make a "legacy for future generations" with the camera, but Anya thinks it's a waste of time, until Andrew tells her that later he'd like to do her personal interview, getting her take on things. This of course suckers her in, and now she's ready to be interviewed.

From the camcorder's POV (shot in actual video, not film, with battery counter in the corner and all) Andrew explains the overall story to the viewer from the basement, using his "Big Board" from the last episode, but with new drawings on it. Andrew first explains that they're in Sunnydale, California and under the local high school there's a Hellmouth that attracts all sorts of bad people and Vampire. Next, he talks of the Seal of Danzithar and tells (a little awkwardly) of it being opened recently. Talks about the Ubervamp coming out. The whole thing is being orchestraited by the First (made up of all the evil in the whole world). Lastly shows drawings of the Bringers, who he says "are very mobile for blind people."

Camcorder in hand, Andrew is now in a very crowded Summers kitchen. Dawn, Roma, Xander, Willow, Kennedy, Molly, Amanda, and others are present as he films them pouring and gobbling down tons of cereal. Xander briefly complains when he's left out of Andrew's introduction of the women, but then smiles when Andrew says he'll get Xander's personal interview as the "heart" of the group later. Buffy and Spike walk in, and Spike lights up, getting a quick second-hand smoke jab from Dawn. Andrew then says it's time to get introductions, which gets Amanda all excited as she waves into the camera, but Andrew says not her yet, they've got to start from the top. First, there's Buffy

"You've already met Buffy. She's beautiful, with a lion's heart and the face of an angel" Andrew narrates the quite different perspective with a slow-motion romance-novel Buffy, hair blowing in the wind, smiling seductively, pouring "Wheat Flakes" cereal. Spike strides in (of course, sans-shirt) and they look lovingly in each other's eyes and just start to kiss as Anya comes swirling in from the side, sensuously eating grapes from a bunch.

"Anya, a feisty waif with a firey temper and a vulnerable heart that she hides, even from herself." Slowly another blonde girl comes into view, smiling and eating cereal "This lovely girl... I don't remember her name."

"oh, for god's sakes is he doing that again?" Buffy interrupts, wanting Andrew to stop the filming. Buffy wants him to stop wasting time, but the others are slowly warming up to the idea, with Willow commenting the girls can watch the tapes to help their training, and Xander and Anya saying it's good documentation. Buffy asks Spike what he thinks. Spike doesn't care as long as it's not pointed at him, it keeps 'the boy' busy. Buffy is still upset, but not at Andrew. She sighs as she starts to address the others, saying she has to tell them what's really going on. This prompts Andrew to back out of the room slowly, camcorder still filming...

"Honestly, gentle viewers, these motivating speeches of hers tend to get a little long" Andrew says into the camera. He instead uses his brief escape to introduce himself, a man with a dark past, a former "supervillian."

Bubbling test-tubes, tons of lab equipment, and scewed camera angles make up the supervillian scene as Andrew describes his latest plan to Johnathan and Warren, who both hang on his every word. In a very "Batman-ish" style, Andrew explains that they're going to make Buffy "super magnetic", where everything metal will instantly be attracted to her, including knives and swords! Warren brings up that they may be wearing metal belt buckles. "In my plan, we are belt-less" Andrew tells them as both practically swoon over him.

"Heh heh... Warren was cool. And wasn't Johnathan just the cutest thing?" Andrew then grabs the recording camcorder from it's table perch and checks back in on Buffy from the next room. Buffy still is rambling on about her vision and how each one of them must be prepared. Willow is seen half-listening to Buffy, looking quite bored, which Andrew comments on. Kennedy then walks up to Willow's side and smiles at her, caressing her sleeve. Andrew explains that Willow and Kennedy were kind of in a bad place for a bit, but they're slowly making up. He tells the camera Kennedy was smitten by Willow and her Magic, but didn't realize Willow had a dark side. He then tells of his own personal experiences with "dark Willow..."

"Johnathan... Andrew... You boys like magic, don't you?" It's a flashback scene to the Magic Box as Dark Willow faces off against the two Troika members, but things are a little different, with Andrew standing confidently up against the black-eyed wiccan as Johnathan cowers behind him. Dark Willow lets loose with a blast of her black lightning-magic, but Andrew absorbes it into his hand and waves it away, exclaiming "Haltem!" Dark Willow smiles evily, not expecting such power. The verbal wit is exchanged between Dark Willow (actual scenes from Two to Go) and Andrew, with Johnathan still cowering behind Andrew.

Half in a dream, Andrew snaps back to reality and the recording camera. He noticed Buffy's talking has stopped (which usually means she had to go to work), so he dashes off to see what was left for breakfast.

Buffy strides into the school hallway, mumbling that she's technically not late until the bell rings, when she spots a small crowd gathered around two boys who are facing each other off, throwing jabs at one another. Buffy rushes in and separates them awkwardly, ordering them to stop it and get to class just as the bell rings. The hallway starts to slowly clear as Buffy then notices a girl standing by a locker, looking very sad. Very slowly, the girl starts to fade away. "Uh oh..." Buffy says as she rushes up to the dissapearing girl "Hey, shy girl... don't do this!" By now she's completely gone, but Buffy reaches up and slaps the invisible girl. She quickly fades back into sight, smiling and commenting "you knew I was there... you noticed me..." Buffy tells her it will be ok, just as another girl comes out of a washroom door, crying. "The mirror said I was fat!" she sobs as she goes sobbing away. Buffy then notices a truly geeky looking guy complaining to two others about how rough schoolwork is. He's going a mile a minute and says that if things keep up, he feels like he's gonna explode! Buffy rushes up and tells him to calm down, it will be ok, then asks one of the other two boys if they could give him a foot rub?

"Something's going on" Buffy says as she marches up to Principal Wood in his office, but he himself has noticed as he dabs up a small wound on his head. Someone threw a rock at him when he was getting out of his car. Buffy helps tend to his wound as she explains that in the past things at the high school tended to become real, based on the general mood of the students. She says she's seen them before, just never all at once. "So... hell's a bustin out all over?" Wood asks? "Exactly" Buffy comments.

Brief camcorder view of Andrew in front of his "Big Board" who smiles and lightly taps the hellmouth/seal of danzithar picture.

Buffy then compares the school experience as if it was a war. Wood thinks she's joking at first, but Buffy explains that in school, everybody seems to be at war with each other. The teachers are out to get the students, the Chess club is out to get the French club, etc. "If you don't do something right now, we could have a riot on our hands. Or worse..." Buffy says. Wood asks "like what?" Just then, we here from outside the office the panicing geek from above scream out in a weird tone, then we hear a "pop" and see guts splatter on the office windows. "Really should have had that foot rub..." Buffy quips.

Commercial Break: Windex makes it SHINE! Even those mirrors that tell you you're fat!

"Dawn, typical american teenager. Bubbly and sweet but with a hunger for fun, and a smile that lights up the room" Andrew's camcorder is now pointed at a seated Dawn, who smiles and waves hello. Andrew tells that she was a Key, but he doesn't know what that means exactly.

"Heyyy... here's something I think you're gonna be interested in" says Andrew as the Camcorder view slowly comes up on Willow and Kennedy, who lazy on the couch in constant lip-lock. He focuses in on them... no... wait... not on them, but they're still in shot. Instead the window in back and above them comes into focus. "Look at the fine work Xander did on replacing that window sash. You can't even tell it's new, it blends in so well. He's extrordinary."

Buffy and Wood look over the High school's blueprints as Wood asks Buffy about her past experiences. She says she's seen this kinda stuff before. He asks what's making it all happen now. Her guess is the seal in the basement. Buffy says from the Hellmouth, "all the evil is trying to excape from this one little spot and it's getting all..." "Focusy" Wood finishes for her. She smiles "starting to speak like me now."

"This is Xander and Anya interview 1 for Buffy, the Slayer of Vampyres." Andrew says into the lens as Xander and Anya sit on the couch in back. "That's what you're calling it?" Anya asks. "Either that or 'Buffy, the Slayer who knew no fear.' " Andrew finishes as Xander voices his approval at the second title. Andrew sits in interview mode with the camera sitting on a table next to him, focused on the couple. He opens up with the question "It was exactly one year ago today that you left Anya at the alter. Any comment on that?" Xander, of course, is thrown by the question "whoa... what the hell..." "I just think people will be interested" Andrew says, which Anya agrees with as she turns towards Xander and asks him what he has to say about it. Xander is put on the spot for a moment, saying he apologized, but it wasn't something that he had to apologize for, etc. He then tells Anya that it would have been wrong, that it's over, but Anya says they still "spark." They both get jealous over each other. Then Anya says she still loves him, and knows he still loves her. Xander is left speechless when Andrew asks "Is that true Xander? Do you still love her?"

Buffy and Wood walk into the seal room and, once again, it's uncovered. Wood says it wants to turn the students into monsters or whatever and doesn't want to stay hidden. Buffy then confesses to Robin that she had a vision of hundreds of vicious vampires. She starts to tell about the one ubervamp that came from the seal when Robin goes to investigate it closer, actually standing on it and bending down to study it's markings. Buffy is uneasy at him doing so, telling him that Willow did a search on it's markings and couldnt' find anything. "And you trust her?" Robin questions her. Buffy says yes, why not. Wood says that he's wary, they've all been evil at one time or another. Buffy tries to laugh it off, saying they've all had bad patches, and that she herself hasn't been evil. "Evil is what evil does, and I know what you've been doing" Robin says in a very spooky tone. He stands from the seal to face her and his eyes are a milky white. "You're with that vampire, screwing that vampire... you filthy whore!" His voice gets lower, more ghostly, as he starts towards her menacingly, but she side-steps him and sends him flying into the wall, knocking him dizzy. Buffy asks if he's ok. He shakes off the possession and asks what happened. Buffy says the seal took control of him for a moment. Robin then gets up, concerned, saying they've gotta get this thing closed, but how? Buffy thinks that she knows who they can start with: "the guy who fed it it's first drop of blood." Just then a small pig goes running by them. "God I hope that's not a student" Robin quips.

Camera view, and Spike is pissed at Andrew's filming him. "I thought I told you to piss off with this bloody camera. Any here you are with this thing in my face." Spike flicks his cigarrette in the camera's lens "Just sod off, or I'll rip your throat out and eat..." Andrew then interrupts, telling Spike that he stepped forward, getting the light behind him. "Oh, oh right." Spike sighs and walks back into the light of a nearby light "This better then?" He prepares himself and starts again: "I thought I told you to piss off with that bloody camera, yet here you are again with that thing in my face. Just sod off..."

Xander and Anya are still on the couch talking, discussing the past, trying to talk through things. Anya is almost at the begging to ask him if he still loves her. Xander says yes, he always will, he just is unsure if it means anything for them anymore. Anya agrees, which makes Xander smile. They continue to talk, not knowing the camcorder, placed on a different table, recorded the entire conversation. Andrew watches the taped conversation through the viewfinder, mouthing Anya's words along with her as she talks of Xander's heroism and bravery. When the scene is over, he scans backwards to watch it again, but Buffy and Robin enter, interrupting him. "Heads up, Andrew. We've gotta talk." Buffy says that it's Andrews turn to help out, but Andrew says he's more into the videotaping right now. Buffy tells him he will help out because he knows more about the seal than anyone else.

The door to the seal chaimber opens and five students enter in a trance-like state, surrounding the outer edge of the seal and kneeling at each one of it's five points. With outstretched hands they start chanting in some mystic language as the seal starts to glow an eery white.

Commercial Break: Coming soon to a theater near you, the sequel to the sequel's sequel! "Die Even More Harder with a whole lot of Vengence!"

"Somewhere in Mexico, 2002" reads the caption as we see a small, run-down shack. Andrew and Johnathan are sleeping together in a bed, bundled up in blankets. Both of them start having the same nightmarish dream, with chanting over a scene showing flashes of the Bringers, the Seal of Dazithar, the Ubervamp, the SIT's getting killed (and a split second shot of the Cheeseman!), and ending with the seal opening. They both bolt upright, stricken with terror at their dream, asking if they each had it again. Andrew also comments that "that voice" was speaking again, saying "Desme abdo Tay Deborah". They don't know what it means, but they'll look it up in the Dictonario later. Andrew and Johnathan do a "hunted men" rant, with Johnathan saying he wasn't even that evil. "I thought you were Evil" Andrew re-assures him, which Johnathan thanks him for.

"Ok, I think we're getting a little off track here." Says Willow as a small group of scoobies surrounds Andrew, who holds a glowing rock. He was re-telling his accounts of his Mexican adventures to the group, but Andrew wants to talk about other stuff, The others are confrontational and want information from him, and tell him to keep it on topic. He goes back to his story...

Johnathan gets out of bed and goes off to the bathroom as Andrew tries to calm himself by singing "La Cucaracha", but he turns in bed to see Warren/the First standing over him. "Did you get the knife?" The First asks a visibly shaken Andrew. Some small talk between the two before Warren/the First asks again if Andrew has the knife. Andrew says yes, he had to go and get it from a demon-guy who sells all sorts of strange weapons. Andrew takes out a box from under the bed and takes out an ornate dagger (not like the Bringer's curved blades). Warren/the First asks about Johnathan. Andrew says he's got a shy bladder and he'll be a while, then re-enforces the shyness by calling out to Johnathan and asking if he's ok? "Don't talk to me, I'm fine." says an out of shot Johnathan. Andrew then questions the killing part of the plan, but Warren/the First says that "that boy's" blood is special and important to the plan, and if all goes well they'll be treated like gods. Andrew thinks of the words and drifts off

"We are as gods, we are gods, we're gods" sing the Troika members, who dance in a field of flowers, wrapped in togas. Warren strums a lyre, Johnathan swings a pitcher and cup around, and Andrew picks a flower as the scene shows butterflies, bright sunshine, and a pile of gold bricks wrapped up in bows.

Warren/The First presses him to "Drive the words deep into him" and that if he does this, all will be good. "Got it. If I kill him with the knife, we'll live as gods." Andrew starts to dream off again.

"Wait a minute... go back for a second to that last part." Willow says, interrupting Andrew's tale. Andrew wonders which part, then the singing starts up for a second "We are as gooooods" before Willow says no, the part about the knife. She knows it might be important and sends Kennedy to search Andrew's things for it. Andrew stops her for a second, saying the knife is in the kitchen in the cutlery drawer. Shocked looks all around as Andrew says they didn't have any steak knives. Spike asks what's so important about the knife. Willow recalls Andrew saying the First told him about driving the words deep into him, maybe the knife has writing? Andrew says there was some pattern on the blade, but he didn't think much of it. Kennedy returns with the dagger and Willow looks at it briefly before she hands it to Andrew, asking him how he is with demon languages. It's in Tuarik he says, or rather a very old Tuarik. Wood says now they know the knife and the language are connected. Andrew says rather silently that he knows enough about the language and he reads the dagger's blade, which says "The blood which I spill will concecrate the oldest evil." Willow takes the blade from Andrew as Buffy asks if she can do something with it. Willow thinks she can help.

"I think it's worth a shot" Willow says as both she and Buffy rise from her laptop and walk back into the living room, telling Andrew they're taking a little trip to the Seal. Robin asks why. Buffy and Willow say the Seal seems to know the language, so maybe they can talk with it. Buffy tells Robin and Spike to come along as Andrew slowly rises to follow Buffy.

Nighttime and the school hallway is quite different. Trashcans are set ablaze, graffitti is everywhere (Including "Die Cheerleaders" and "Band Rules") and the hallways are a mess as Buffy, Robin, Spike, and a camcorder-weilding Andrew walk among the mess via flashlight. they continue ito look into a walk around, looking in a classroom, as Robin throws a quick verbal jab at how Spike would like to take advantage of the crazed students.

Down another hall Spike comments that the kids went nuts around there, which Robin agrees with, but Buffy tells them to be quiet as they see kids off in the distance acting all rowdie. Robin says they're all the way at the other end, but just then WHAP! He gets hit in the face with a fire extinguisher by an around-a-corner student! Other students come out from corners and attack, the fight begins! Andrew rushes off into a corner, filming the fight, as Spike, Robin, and Buffy all punch and kick and fight a small handfull of students. Towards the end, Spike gets a little too nasty with one student, punching him hard, which promps Buffy to say "Spike, don't kill them. They're just students." "They'll live" he snarks back as he punches one he had pinned once more before moving on.

At the basement door finally, they separate, with Buffy and a reluctant Andrew going down into the basement. Andrew is still in "filming" mode, trying to narrate their decent down the stairs, before Buffy tells him she's had enough and takes his camera! *gasp*. Andrew says he wants to still film things, but Buffy says no, not wanting a biographer who's a murderer. Andrew says he's not really a murderer and wishes she wouldnt' keep tossing that word around. Buffy looks at him in surprise as he tries to explain the influence Warren/The First had on him...

"Stab him" urges Warren/the First. Johnathan continues to dig up the seal in a flashback sequence that doesn't quite match what was seen before. Andrew addresses the First, which only he can see, which naturally makes Johnathan go "huh? What?" Warren/the First continues to press and insult as Andrew pulls out the dagger, wondering if he can use it. Johnathan's eyes widen at the sight of the knife, then he gets mad, claiming he was tricked, as the two start to wrestle. Warren/the First yells at Andrew that he has to kill Johnathan otherwise he'll hate Andrew forever! Andrew stabs Johnathan, which sends his friend to the floor dead. Andrew raises his hands up towards the sky in supplication, screaming "noooooo!"

"See, I'm a man trapped by circumstances into paying for a crime I didn't even..." Andrew continues as they walk down the basement maze, but Buffy cuts him off, remembering Wood. She comments how it was simililar to Robin's possession, which gets Andrew to thinking...

Warren/the First watches as Johnathan and Andrew uncover the seal. Once again at the end of Johnathan's atonement speech. Andrew suddenly turns, his eyes all milky white, as he smiles evily and stabs Johnathan, who falls on the ground. Andrew instantly comes to, dropping the knife in horror "What have I done? Get out of my BRAIN! Aaaaaaaaaaaah!" as he raises his hands up towards the sky in supplication again...

"You just completely changed your entire story" Buffy says as the two walk up towards the Seal room's door. From outside Buffy and Andrew can hear the students chanting. Andrew starts to turn to walk away, but Buffy holds him, saying to be prepared. They don't know what may have happened to the students. They open the door to find the five students, who turn towards them, their eyes "crossed out" and sewn up like Bringers.

Commercial Break: "Mom, ever have that not-so-fresh feeling?" "Well yeah, duh! I've been dead for a month now!"

Back at the Summers home, down on Spike's cot in the basement, lay Xander and Anya. Yep, they just "did it." They both comment on how good it was, and feel sorry that Buffy took Spike's chains down from the wall. But they both talk and both feel like this was a "one more time", feeling that the relationship just isn't there anymore.

Spike and Robin are on the lookout, wondering what's taking Buffy and Andrew so long. Suddenly the silence is broken by more attacking students! Hard to tell if there's two or three, but there's a brief fight before Spike and Robin fend them off. One of the students drops a sharp stake-like piece of wood, which Robin spots and grabs. He sees Spike, hunched over, trying to catch his breath and suddenly starts forward, his arm going back for a downward staking! But he is broadsided by another attacking student and the blow is stopped.

Down in the Seal room, the new Bringer/students attack! Five against one as Buffy starts to lay into them. Andrew grabs his Camcorder and starts filming from the corner, getting all the action on video, complete with dramatic commentary. Soon she fends them all off and they take off past Andrew and out the door.

Then Andrew sees through his viewfinder Buffy, how pulls out the dagger and says "your turn Andrew." Andrew is suddenly nervous as he puts down the camcorder and starts to walk away from Buffy, both circling the still glowing Seal. Andrew asks if she wants him to read what's on the knife while standing on the seal and command it to stop working. Buffy is getting him nervous, wondering if he really thinks they came there to talk to the Seal? Andrew says that you can't give it blood, it will open it, and opening it is bad. Buffy says that Willow did a little research and it turns out that the blood of the first person to open it, that being Andrew, could close it. Andrew starts speaking again, playing the tragic hero, over-acting with a speech about his redemption, but Buffy tells him to stop, saying that life isn't a story. She says that he turns everything into a story so that no-one is responsible for having to follow the script. Andrew says he's upset that he lost his friend. She says he didn't lose his friend, he murdered him. Andrew is now terrified and says that she doesn't need to kill him, they can all get through this like she said. Buffy then says that she made it all up. She's tired of having to make a bunch of speeches where they're all gonna live because they won't. Good people are going to die, maybe her, maybe him... probably right now...

Buffy grabs Andrew by the back and holds him over the glowing Seal, the knife in her other hand drawn and ready to stab. Andrew slowly breaks down and starts to cry, saying that he saw Warren but he knew it wasn't him, that he murdered his friend, he killed Johnathan. He sobs as he says he's going to die. Slowly the tears on his face stream down, then drop onto the seal, first one, then two more. Suddenly the seal stops glowing! Mission accompliched, Buffy let's go of Andrew, who falls on the seal, confused and stunned by what happened. "It didn't want blood, it wanted tears" Buffy tells him, as he thanks her. He asks if she was gonna stab him. Buffy smiles sympathetically and says she wasn't gonna stab him. He then asks "what if the tears didn't work?" Buffy looks at him coldly and slowly walks away.

In mid combat, Spike and Robin are getting in the good punches, when suddenly all comes to a hault! The students all stop attacking at the same time, and start to wander around in a daze. "She got it done" Robin mumbles as the two look on and breathe a sigh of relief.

Back at the Summers home, up in his bathroom "studio", Andrew looks into the lens of the recording camcorder: "Here's the thing. I killed my best friend. There's a big fight coming, and I don't know what's gonna happen. I don't even think I'm gonna live through it. That's, ah, probably the way it should be. I guess I...

"New York City, 1977" the caption reads. It's dark as it shows the skyline and raining hard. From above we watch a punkish Spike in mid battle with Slayer Nikki. Both dripping wet, they exchange kicks and barbs. From behind a park bench we see a pair of small eyes peer out between the bench's slats, watching the fight. Just as Spike seems to have the upper hand, Nikki regains control, until Spike has Nikki again, her arm behind her back, he's ready for the kill. Then the young boy behind the bench bumps a garbage can, which distracts Spike and let's Nikki break free. Nikki quickly reacts, throwing a stake at Spike like a knife, but Spike catches it between his hands, inches away from his chest, then lets it clatter to the ground. Spike brings the fight to a hault, saying he doesn't want "the dance" to end so soon as he talks to Nikki, even calling her by name. He says he's been looking for her for a while, before he starts to walk off and up to the edge of the wall. Before dropping, he smiles at her and says "By the way... love the coat."

"Momma?" The small boy rises up as Nikki tells him he did good by staying down, just like she told him to. He asks if they can go home, but she says they can't, it's not safe at home anymore. She instead offers to drop him off at "Crowley's" house. The boy wants to stay with her. She says she can't do that, saying that he knows she always has to work the mission. "You know I love you, but I've got a job to do. The mission is what matters, right?" The boy nods sadly in agreement. The two start to walk off down the street, but the boy notices something and runs back a few steps, bending down to pick up the discarded stake as Nikki calls back "Robin..."

... And Robin turns with the stake in his hands, ready to strike the attacking vampire back in present day Sunnydale. In a dark alley Buffy, Spike, and Robin each fight their own vampires and it's a lengthy battle. Spike is the first to dust his with the handle of a shovel, then at Buffy's request goes to help out Robin who is not doing so hot with his. As the vamp stands over Robin snarling, he suddenly becomes dust and we see Spike standing behind with the shovel handle. "Little tip mate... the stake's your friend. Don't be afraid to use it" Spike tells Robin as he helps the silent Slayer Son to his feet. Robin has a very cold look on his face which makes Spike question it, but Robin silently shakes it off. Spike walks off to help Buffy (who is pummelling her vamp silly in the background) as Robin grips a stake in his hand in such quiet anger that his hand bleeds. "Just waiting for my moment" he mutters.

Opening Credits: Nothing new (although in the latest Angel episode, we do now see Lorne added to the opening credits of regulars.)

Daytime, the Sunnydale High School bell rings as we find Wood peering out from between the slats of his office window at the formerly trashed high-school, his hand bandaged and a cut above his eye from the previous night's fightl. Buffy is glad to see everything back to normal. Robin gives kudos to Buffy for closing the seal, but Buffy says it's not over. "Any apocolypse that I avert without dying? Those are the easy ones." Robin tells her that he's been keeping his eye on her, saying that she reminds him of his mother. Buffy says normally that wouldn't be a compliment, but in this case she'll take it as one. Buffy smiles, trying to show a little relief "Maybe you're right, maybe everything is fine."

"Everything's terrible!" Giles walks into Robin's office, concern on his face. "total catastrophe! Have you seen the new library? It's all computers, not a book to be seen!" Buffy smiles as Giles wonders who he can talk to about the situation. Robin says "that would be me" and introduces himself. Giles says that Buffy has told about him and his freelance demon fighting (which prompts Robin to shut the office door so as no prying ears can hear). Giles says he's relieved to have another ally, as they're running short on them. Buffy questions if things are still bad, which Giles relates that the Seers in the coven are still detecting that the First is still gathering power and that war is inevitable. "We should go to the school board" Giles says. Robin questions this, but Giles is talking about the library and he offers to bring his own personal library at home. "Did you bring back any potentials?" Buffy asks, but Giles says his trip back is concerning Spike, which raised his concerns when Buffy had Spike's chip removed. "Chip?" Wood asks.

(The next scene is a bit back and fourth, with Robin being confused on the banter between Buffy and Giles concerning Spike's chip and the initiative, Spikes Soul, and the trigger the First uses on Spike. Basically it boils down to Robin thinking that Spike's trigger isn't active anymore because the military gave him a soul... for a moment. Robin also learns that Spike has been triggered into killing again, dispite having the soul and the chip. Giles apparently has brought something that will help to defuse the Trigger.)

Giles says that the trigger is still active, and Buffy says it's because of that song which nobody remembers. "It was boring, old and English, just like You.." A glare from Giles makes Buffy continue "... ule Brenner. Yule Brenner. A British Yule Brenner." Robin asks what Giles brought to help with Spike's trigger. Giles says it's something that will require a bit of magic.

Down in the basement of the Summers home, Xander is locking Spike's manacles as he complains to himself that the chains weren't there a week ago, only when Spike needs them. Spike sits on his cot, chained to the wall, as Dawn, Buffy, and Robin stand by watching him. Spike asks what Robin's doing there, wondering if he wants to see a show. Robin says it's moral support (but his glare says otherwise). "Whattya gonna do, some hypno beam or disarming spell?" Spike questions as Giles walks up and says that the First has him brainwashed and it triggers something violent within him, so they're going to put something in his brain. Giles produces a small box with a shiny, brown blob of a stone inside. "Bugger that!" Spike objects, but Giles says that the "Prokaryote" stone will go through his mind to reveal the root of the trigger's power, then they'll be able to break it's hold on Spike.

Spike asks how they are to get it in his brain, which brings Willow forward with a spellbook. She starts an incantation and after a few words, the stone turns into a liquid blob, wriggling in the box that Giles holds. "oh, you have GOT to be joking!" Spike freaks at the sight of the gooey former-rock and asks what next? Giles tells him it has to enter through his optic nerve. He holds the box up to Spike's eye and the squiggling mass slowly crawls onto his cheek, and then up under the eyelid. Spike seems a little squicked, but doesn't complain much until after a few moments, when he grips his head and howls in pain. Buffy rushes to Spike's side and asks if he's alright.

After the pain subsides, he says he's fine, then asks "How am I supposed to know if this bugger is doing it's..." He trails off as the room starts to get light.

(Scenes in Italics will be flashbacks)

Spike looks up and sees an image out in front of him. He sees himself as William, reading some... um... well, "poetry" would be kind to name it, but he reads it to an older woman, who sits in a Victorian drawing room, with roaring fire and many older English decorations about.

"Let the smell, it doth linger, painting pictures in my mind.
Her eyes, balls of honey, angel's harps are there.
Oh, Lark, grant a sign, if crooked be cupid's shaft.
Hark! The Lark! Her name it hath speak.
Cecely, it discharges, from twixt it's wee beak"

Well, it got me sick, but the older woman seemed to enjoy it. William's Mother questions the name Cecely, wondering if it's the underwood's daughter? William becomes very shy on the subject, but his mother says he needs a woman in his life. "I have a woman in my life" he says as he looks at her and they both laugh. William admits he still does have home to have another in the house, but he stresses he will always look after her. His Mother starts to smile, but then a coughing fit erupts and William hands her some water as she grabs a hankerchief and coughs into it, pulling it away to reveal some blood. William question whether to get the doctor or not, but his Mother says she's ok and asks him to sit by her. Like a little boy, William sits on the floor by his mother's knees as she picks up her crochet and starts to softly sing a tune, the same tune that is used as the trigger by the First...

Suddenly the close-up of William morphs into vamp face. Spike grabs Buffy by the throat, throwing her off the cot and across the room. He's gone berzerk as he starts to growl and snarl at the others, being restrained by the chains. Furious with rage, he picks up the cot and tosses it wildly. The cot strikes Dawn and knocks her out as he continues his madness, but suddenly he stops and feels pain in his head again. Spike goes quiet as we seem the squirming lump appear under the skin of his eyebrow and then slowly leak out of his eye, falling to the ground as a hard stone again. Spike, no longer in game face, looks around confused as Buffy and the others look on, Robin giving a particularly evil gaze.

Commercial Break: Looking for a really, really, REALLY really bad wig to make you seem like some person from the 1700's? Well come on down to Joey's House of Laughable 1700's Wigs! Now featuring a sale on Wigs named William.

"Get these sodding things off me, I'm FINE!" Spike argues to the group that he's still chained to the wall, but Buffy wants him to wait until he's sure. He says the stone is out and it probably did it's job, but Giles says that the stone was only a catalyst, not the cure. Spike does remember the name of the song, Early One Morning, and says it was a song that his mother used to sing him.

Upstairs, Dawn's headwound from the flying cot is tended to by Willow as Andrew, Xander, Kennedy, Rona, and Anya are gathered around the living room. Rona and Kennedy express concern over Spike's trigger being active all this time and Buffy allowing him in the house, but Anya says "Don't waste your time going down that road. Spike's got some sort of get-out-of-jail-free card that doesn't apply to the rest of us. I mean, he could slaughter a 100 frat boys and..." and after some glares from all assembled "... forgiveness makes us human, blahdy blah blah blah..." In the background the phone rings and Andrew answers it, saying someone named Fred is on the phone for Willow. "Guy sounds kinda effeminant."

Giles presses the still shackled Spike for information, asking what it is about his mother that makes the trigger activate, but Spike says there is nothing special. Buffy thinks it's enough and wants to unshackle Spike, but Giles says that the process isn't through, that Spike's subconscous is blocking the real trigger somehow and they need to take their time. Spike struggles silently with his chains and looks at his hand...

... a lace-gloved feminine hand slips into his. "Such a pretty house you have, sweet William. It smells of Daffodils... and Viscera" says Drusilla as Spike/William slowly raises up from the chair in the old drawing room and begins to dance with his Sire. William now has a slightly different aura about him, being a little more confident, not as "wussy." Wanting to give the home a final goodbye, William and Drusilla lay on the couch and start necking, with William talking of grand scemes of murder and mayhem, saying the three of them will cause much carnage. Drusilla questions "Three of us?" William states almost matter of factly him, her, and his mother, then continues with the gloating talk. Drusilla again questions bringing his mother with them. "Yes... You'll like her" William says. "To eat you mean?" Drusilla asks.

Into the drawing room walks William's mother, hobbling with a cane. She is frantic, saying she's been worrying about him for days. William smiles and says that she no longer has to worry about anything again, that everything will be ok. Anne (William's Mother) notices Drusilla and asks who she is. "I'm the other that gave birth to your son" Drusilla answers. Anne is confused as William smiles again and takes Drusilla by the hand, saying that she made him who he now is "I am no longer bound by this mortal coil. I have become a creature of the night." "Are you drunk?" Anne asks, shocked and puzzled. "A little bit" he admits. He talks to her, talks to her of a life without sickness or death, and that he wants to do this for her. Anne is still confused as William approaches lovingly, embracing his Mother. "It's all right mother, it's only me. We'll be together forever..." as he puts on his game face and bites at his Mother's neck. "It only hurts for a moment."

Spike comes out of his daydream vision after he hears Willow come down the basement stairs looking for Buffy. Willow tells her that she got an important phone call and that she has to leave for a few days. Buffy questions where, but Willow says she'll fill her in on everything when she gets back and that she might return with some good news, which Buffy says they need now. Buffy tells Willow to hurry back as Willow splits up the stairs, then Buffy goes to unlock Spike's chains, much to Giles' displeasure. Buffy and the unlocked Spike coldly walk past Giles up the stairs as Robin calls after Giles, wanting to talk to him in private for a moment.

Robin says they have themselves a problem. Giles sighs "Spike" as Robin says that Spike is a problem if the Trigger is still active. Giles says it's unlikely that the First would simply forget such a powerful weapon. Robin continues, recalling the First's words to Andrew about it not being "time" for Spike yet and that he's still a liability. Robin says something needs to be done but Giles says that Buffy would never allow it. Robin says that she'd listen to her watcher, which makes Giles snicker a little, saying he doesn't understand the Watcher/Slayer relationship. Robin says he does, mentioning to Giles's suprise that he was raised by a Watcher, a Bernard Crowley. The name makes Giles put two and two together "You're Nikki Wood's son... Spike killed your mother." Robin answers Yes to both, but says that Buffy doesn't know about Spike killing his mother. Giles expresses concern over personal vengence. "Does it matter? Spike is an instrument of evil." Robin contines, saying that Spike will be Buffy's undoing and he wants to do what needs to be done, for the greater good. Giles is listening and is in agreement. "What exactly do you propose?" Robin says he just needs Buffy away for a few hours.

Nighttime in a cemetary and Giles and Buffy walk alone, with Buffy wondering if it's such a good idea to have a training session at a weird time. Giles says despite everything, she must remember her original calling, and there are always new things to learn. Buffy says that her plate is full right now with other stuff and that she is a little nervous about leaving Spike in Robin's care. Giles says everyone else seemed to like the arrangement, then goes on to say that while technically not her Watcher anymore, he can still impart valuable lessons to her and that she must look at the big picture. Buffy counters, saying that she's seen the big picture, giving big motivational speeches and knows it's serious. Giles says that to win this war, she has to be able to make some tough decisions, regardless of cost.. Buffy fights back, saying that she has treated her friends, family, and Andrew very poorly because she knows what it takes to win. "Well, that's what we're here to find out, while we work on the basics" Giles says as a vampire's hand shoots up from a nearby grave.

Robin unlocks a padlock to his garage or "workroom" as he calls it as Spike says it's nice that he has a place to let loose in. They enter the darkened garage but then the lights come up and Spike looks at dozens of wooden crosses surrounding him on the walls. "What the bloody hell is this?" Robin says it's his sanctuary and says he's just being careful because it's the hellmouth. He then walks over to a computer that sits in the corner (a Macintosh that makes PC sounds) and starts typing in some info as Spike asks Robin what his "deal" is. Robin says there is no story, he's just trying to do what is right and make a difference. There is obvious tension in the air as Robin starts to take off his shirt and don some studded gloves, talking to Spike, saying that he's been searching for Spike for a long time, ever since he killed Robin's mother. Spike looks concerned/suspicous as he says that he's killed a lot of people's mothers. Robin says that Spike would remember his, because she was a Slayer. Light dawns on Spike as he says "so that's it, you brought me here to kill me?" "No, I want to kill the monster who took my mother away from me" Robin says coldly. Robin then turns and clicks the mouse on the computer. Suddenly the room is filled with the song Early One Morning and Spike starts to look around, paniced and confused. Robin looks on coldly as Spike struggles for control, but then the song overtakes him and Spike vamps out. "Oh, there he is." Robin says.

Commercial Break: Windex makes it SHINE!

William walks in the front door and soon sees his mother's walking cane leaning against the couch. He looks around and calls for her and soon she appears, but her visage is very different. She looks younger, healthier, with longer flowing blond hair and a smile on her face. William is very pleasantly surprised as Anne says she feels much better and that she owes it all to him, wondering how she can repay him. William says seeing her well is payment enough! He continues, saying the night will be theirs of dancing and dining and anything she wants, then questions her as to what is her pleasure. "My pleasure? To take my leave of you." She quotes a line from his previous poem and laughs in his face which now grows confused, wondering if he could believe she could listen to any more of that "twaddle."

Spike growls in game face as Robin punches him. "That's right, dog! Fight back!" Robin shouts.

Anne walks around, looking at the world with new eyes. She comments how she feels great and then apologizes for being cruel as William looks at her strangely, a bit hurt. She then says she's not sorry for being cruel, not like she used to be. She now feels it rather freeing. Her talk is sarcastic and cold at times as she says that her being cruel is necessary for her to get his grubby little paws off of her apronstrings...

Robin and Spike continue their fight, with Robin punching Spike hard.

"I could have saved myself a lifetime of tedium if I had just bashed your brains in when I first saw you" Anne says to William, now in shocked pain.

More punches are traded. Robin clearly has the upper hand. He pushes a dazed Spike up against a cross and Spike's face begins to hiss at it's touch.

"God I prayed you'd find a woman to release me, but you barely showed an interest. Who could compare to your doddering housebound mum, a captive audience for your witless prattle?" Anne looks at William coldly, mocking him, as he tries to defend himself "Whatever I was, that's not who I am anymore." "It's who you'll always be, a limp, sentimental fool." she snarks back.

First kicked into a bookshelf, then on the ground, Spike is pummeled hard by Robin, who says "Hurts, don't it. Is this what it felt like, when you beat the life out of her... toyed with her... when you SNAPPED HER NECK?!?"

Buffy draws her stake back, ready to dust the vampire, when Giles tells her not yet, then the vamp and Buffy fight as she talks to Giles. Giles asks her if she would let the vampire live if it meant saving the world? She says yes, the vamp seems like a nice enough guy (the vampire thanks her for that and introduces himself as Richard). Buffy says they've had this conversation before, about not sacrificing Dawn to save the world, but Giles says that things are different now asks her if she were faced with the same choice now, would she sacrifice Dawn. "if I had to... to save the world" Buffy agrees. The Vampire attacks again and in mid combat Giles asks if Buffy really understands the difficult decisions she'll have to make, that she cannot allow any threat that might jeapordize their chances of winning? Buffy is very adimant in saying yes, she gets it. "And yet there is Spike" Giles says.

Spike, nearly unconcious, gasps for air as he lays on the ground with Robin above him. Robin takes off his studded gloves and puts on his shirt, then strips Spike of the Leather Duster as he talks about Spike never caring about his kills, what it does to lives. Robin grabs a cross off the wall and advances towards Spike.

William staggers back, confused by his mother's cruelty as she continues to mock him, saying that he's now probably going to go and cry to his little trollop, but all he'll ever be able to see is her, that he wanted her. She talks strongly of incest as he struggles to get out from her grasp and mock caresses. He tells her he loved her, but not like that, but she still continues her mocking advances until he pushes her back into a chair. She suddenly becomes violent, grabbing her cane and swinging wildly at him, telling him to get out. The struggle briefly until the cane breaks. She then goes into Vamp face "There there, precious... it will only hurt for a moment..." "I'm sorry." William says to her.

"I'm sorry." Spike says, looking up in the direction of Robin, which confuses him.

William thrusts the broken cane end into Anne's chest. She winces in pain, then morphs back into the kindly, loving face of his mother for a moment before she slowly turns to dust.

Robin takes the pointed cross and swipes down at Spike, but Spike blocks the blow and is now very in tune with his surroundings. Back in human face, he throws Robin's arm back, then kicks Robin back as he stands up with renewed confidence. Robin asks Spike how he thinks "sorry" is going to make up for everything. Spike says he wasn't talking to him as he starts to punch Robin with renewed energy. "I don't give a piss about your mum. She was a slayer, I was a vampire. That's the way the game is played." The two exchange blows, but Robin is now on the losing end. Spike says his mom knew what she was signing up for, but Robin says he didn't sign up for it. Robin is now incensed but fighting poorly as Spike gives him the blunt truth. She was a Slayer and like it or not, the job comes first. Robin says that Spike took his childhood and that he loved her, but Spike continues to point out the facts, that she didn't love him as much as her mission. Spike grabs Robin's leg mid kick and throws him hard into some shelves. Panting and bleeding, Robin says that his mother loved him. "But not enough to quit though, not enough to walk away" Spike points out, then begins to relate the story of his love for his own mother and how it led him to turn her. That turning led to her saying the harsh words, which weighed on Spike for quite a time, but Spike realized that it was the demon in her talking, not his real mother. Spike didn't realize it until that moment, and it's because of Robin.

"My mother loved me with all her heart. I was her world" Spike says as he walks over to the computer and taps the mouse, starting the song playing again. Spike stands, unaffected, saying it's a nice song, then he shuts it off and walks towards Robin, still sitting against the wall, beaten "Thanks Doc, you cured me after all! I've got my own free will now. I'm not under the First's or anyone else's influences now. I just wanted you to know that... before I kill you." Spike puts on his game face and goes into Robin's neck.

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"Spike's a liability Buffy. He refuses to see it, and so do you..." Giles says in the night-time graveyard as Buffy continues her fight with Richard the Vampire. Buffy tries to counter Giles' argument by saying it's different now because Spike has a soul, but Giles says that the First is exploiting that to it's advantage. It's then that Buffy realizes that she's being stalled. She almost absentmindedly swings behind her and dusts Richard and confronts Giles. "It's time to stop playing the role of General, and start being one" Giles says as Buffy sprints off.

Spike walks out of the garage door, slowly putting on his leather duster, just as Buffy runs up and asks what happened. Spike sighs and opens the garage door for her to see Robin, sitting on the ground against the wall, battered and bloody but moving "I gave him a pass... let him live, on the count of the fact that I killed his mother. But that's all he gets. He even so much as looks funny at me again, I'll kill him." Spike then walks off into the night as Buffy goes inside to check on Robin, helping him up to a standing position with concern on her face. Buffy starts to talk about how she discovered her mother when she died. She says she understands what he tried to do, but it's different now. Spike is the strongest warrior they have and they need him. "If you try anything like that again, he'll kill you. And more importantly, I'll let him. I have a mission, to win this war, to save the world. I don't have time for vendettas. The mission is what matters." She says as she turns and walks away.

At Dawn's bedside, Buffy brushes Dawn's hair out of her face as she leaves her to sleep, quietly closing the door behind her. Giles approaches, starting to be sympathetic at what Buffy might be going through, but Buffy says that Robin failed, Spike is alive. Giles says that doesn't change anything, what he told her is still true. "No, I think you've taught me everything I need to know" Buffy says very coldly as she closes her bedroom door in Giles' face.

Nighttime and a girl runs through a forest with three Bringers in pursuit. She comes upon a road and at just that moment a pickup truck happens along. She waves it down and jumps in to find the driver, a young, very confused preacher, asking what's wrong. She tells him to just drive. As they speed off, the Bringers chase but can't catch up. The Preacher, speaking in a southern accent, is startled at first, then chats awkwardly, trying to calm the girl down. He looks behind the truck and asks the girl if she got involved with devil worshippers. He then asks if she needs to go anywhere, and she says Sunnydale. He says he's headed that way too. The two introduce themselves as Shannon and Caleb. Caleb asks Shannon why those guys were chasing her, which she is unsure why. "Well, did you ever think that maybe they were chasing you because you're a whore?" Caleb asks calmly. Shannon starts to grow suspicous as Caleb continues his condoning preaching, saying that she was born dirty, which isn't her fault, but she is still dirty. He calmly pushes the truck's cigarrette lighter in while talking as she struggles to find the door handle, which is convinently missing. He points out the broken door, then says that she might not want to get out at that speed, especially with his "boys" behind them. Shannon then tries to grab the steering wheel, but Caleb effortlessly pushes her back into her seat.

Caleb takes the now hot cigarrette lighter out and holds it against a ring on his right hand, heating it up. Shannon says "Please, don't hurt me" which Caleb scoffs at, wondering if that's the part that has her begging to do anything? Caleb says she has nothing he wants, then quick as a blink, his hand shoots out and he presses his hot ring against her neck and we hear a brief sizzling. Shannon screams in pain as Caleb talks about "cleansing fire", then tells her that there is a car behind them with some folks headed in the same direction. He says he has a message for the "accept no substitues Slayer." A frightened Shannon agrees to deliver the message. "Thank you, Shannon..." Says Caleb as he pulls out a knife and swiftly stabs her in the belly. She leans forward in shock and disbelief as Caleb goes close to her ear and whispers something. "Now, let's see what we can't do about that door." He kicks her door open and pushes her out. Shannon tumbles down the road, coming to a stop in headlights of a car approaching, which slams on the brakes. Willow hops out on the driver's side and runs up, asking if she's ok. Seeing she's badly hurt, she says to the unseen approaching passenger that they have to get the girl to a hospital quick. Coming into the moonlight, Faith approaches "Yep, I guess I'm back in Sunnydale..."

Opening Credits: Nothing new. Although in the credits, Anya is not seen this episode.

Still night-time in Xander's apartment, Xander lays in bed as a J-Lo-ish looking SIT sits on the bed in her jammies and talks to him, saying that she's "so scared" and "so young" and such. UBER flirtatious. Xander is talking reasonably, but she is obviously hinting, saying things like she's never experienced things, never had a boyfriend. Xander starts to perk up as she says "I've never been with a man." "I've never been with a man before either" says a second SIT, coming up behind the first and sitting on the bed. Both eye Xander with seduction as Xander's attention is definitely gained. Both approach him seductively as he says they can't, the others might hear them. "No they won't" both SIT's say as they lean down to kiss him. Just then (in slow motion) the door to his living room swings open and we see feathers flying everywhere! Girls in skimpy nighties and underwear jump and bounce, flinging pillows at each other in a playful manner. The scene is every man's dream...

"Xander? Xander!" Rona says, looking down at Xander in bed, waking him. He is startled awake as she tells him bluntly that one of the SIT's has the stomach flu and the toilet is backed up. He tells them he'll be out in a moment.. "I've... got a leg cramp."

Willow and Faith look on as doctors prep Shannon for surgery. Faith comments how she doesn't look like a SIT. Willow says her situation seems to fit what's happening and they'll know more when she wakes. Faith then turns to Willow and wonders why she didn't get even a heads up if "something" is going around killing all the SIT's and trying to eliminate the Slayer line? Willow is apologetic and says that they thought she was safe in prison. She asks Faith if something happened in prison and Faith tells that someone came after her with a "nasty looking" knife, but after more apologies from Willow, Faith shakes it off and says it's cool. Willow says that they should contact Buffy and tell her what's going on. Faith agrees and starts to head out of the hospital eagerly, but Willow is hesitent, saying that someone should stay to look after the wounded girl. Faith says Willow can stay, she'll find Buffy. Willow is still hesitent at the idea, not wanting Faith to just charge in and say "hi" to Buffy without easing them both into the situation. Faith says if Buffy knows she's coming, then all is good and with a smile she walks off.

Yep, still night-time, this time in a graveyard. A young blond girl runs full speed through the cemetary, looking around paniced. She stops momentarily to get her bearings, then a snarl is heard. She spins and is punched back by someone, sending her into a tombstone. The unseen figure approaches the woman, but then it's grabbed from behind and thrown HARD into a gravestone. Faith stands over the attacker, who shakes the cobwebs out of his head. Spike stands up, ready to square off against Faith. She gets first licks in, punching Spike hard and sending him reeling. "Let me guess... Leather pants, nice right cross, doe-eyes, holyer-than-though glower... you must be Faith" Spike says, not fighting back, on the defensive. Faith says she knows him, they've met. Spike starts to say he doesn't recall, but then is hit a few times. "Bloody hell! What are you doing? I'm on your side!" Spike says, a bit surprised. Faith says that he probably hasn't heard that she's reformed now and hits him again. Spike says he's reformed too and now starts to fight back, hitting her across the face. The two exchange blows as Spike says "stop *punch* hitting *punch* me *punch*!" "What do you think? i'm stupid?" Faith asks. "Well, yeah" Spike answers. Faith says he was attacking that girl and goes to charge Spike again, but someone else suddenly belts her, sending her to the ground. "Sorry, Faith. I didn't know that was you..." Buffy says.

Buffy asks if Spike is ok, which Spike says yes to. "You're protecting vampires now? Are you the bad Slayer? Am I the good Slayer now?" Faith asks. Buffy says that he's ok, he has a soul now. "Like Angel?" Faith asks. "NO! Nothing like Angel." Spike responds, pissed. Faith asks if he's one of the good guys now, what he's doing chasing down defenseless women, but her words are cut short as the "defenseless" woman broadsides Faith, clearly now a vampire. Faith and the vamp trade blows as Spike and Buffy watch, then asking to borrow something, Faith grabs a stake from Buffy's belt and goes to the attack. A few more punches then the vamp is dust!

"Angel's dull as a table lamp, and we have very different coloring." Spike says, still trying to defend himself. Faith collects herself and says she's catching up, wondering if there's anything else she has to know? "Nice to have you back..." Buffy says.

Buffy, Faith, and Spike walk in the front door of the Summer's home as Faith comments that everything looks the same. Spike continues down the hall as Buffy says that everything in the house has been destroyed and replaced, so it's new-ish. Sitting in the background in the dining room, Dawn slowly rises and calls Buffy. Giles also rises from the table and both of them glare at Faith who at first tries to smile her welcome. Dawn's glare could break boards though and she asks Buffy if Faith has to stay there. "Isn't there a hotel that takes tried-to-kill-your-sister-types?" Giles doesn't look too pleased either. Faith tries to joke it off, but she's obviously bothered. Buffy says that she has to go to the hospital and check out the situation with the wounded girl, but Dawn (still glaring at Faith) says that Willow has been calling and that she's staying there. Buffy heads off as Giles says that they'd better find somewhere for Faith to sleep. Both he and Dawn walk off, still glaring.

"Not all of that tension was about you" Spike says from behind a bothered Faith "Giles was part of a plan to kill me, for Buffy's own good." "Well, that makes it feel better about me... worse about Giles. Kinda shakey about you" Faith says.

Caleb poors a glass of red wine out from the spiggot of a winebarrel as he addresses someone about how he always wondered what would have happened if someone had ordered white wine at the Last Supper. He then muses that he seemed lost, going from parish to parish, looking for the lord in all the wrong places. "Then you showed me the light" he says, addressing a shadow in the corner of the dark wine cellar where he is. "Do you think I'm god?" Buffy's voice asks as Buffy/the First strolls out of the shadows calmly. Caleb says he doesn't, that he is beyond such concepts. The First notes that he still wears "the outfit" (the preacher's suit). Caleb says he can't turn his back on where he comes from. The First then asks seductively how he likes what she's wearing, doing a little model twirl for him. "Just another dirty girl, and since you only dress up as dead folk, I'm guessing one who has already payed her way." The First asks him to look hard, tell what he sees. Caleb looks at the First's Slayer form and then notes that he sees strength, and the lonelyness that comes with that strength. Then it dawns on him that he is looking at "her." "The Slayer" the First whispers. Caleb is awestruck, looking at the First's form as if it was a god. He reaches out and his hand passes through her easily. "All this time, all the work I've done for you. Blowing up the Councel, organizing the Ray Charles brigade,