~~~~~~~~~~ Prologue ~~~~~~~~~~

A cave. There is a thick mist obscuring the view. A red-eyed, bluish-

gray skinned demon angrily searches through the fog for those who have

attacked it and its kindred, two of which already lie dead on the cave's

floor. Faith is standing in an alcove watching the demon's movements.

Buffy is up on a ledge, watching the demon anxiously. Giles is off in a

corner waiting for the right moment. Willow slowly steps around the

corner of the cave entrance carrying a large lit candle. When she's in

view of the main chamber and senses the moment is right, she quietly

speaks her spell.

Willow: Obscurate nos non diutius.

Translation: Do not conceal any longer.

She blows out the candle, and a wind quickly sucks the fog out of the

cave. The demon is now clearly visible to everyone. Its teeth are sharp,

yet there are no fangs. It has very long pointed ears and a series of

horns starting just above its eyes and continuing up on its high, thick

forehead. It growls as it turns around, trying to get a clear look at

what's there. When it's facing her, Buffy jumps from the ledge and

tackles the demon to the ground. Giles comes out of his corner and grabs

one of its arms. Buffy grabs the other as she scrambles to her feet, and

together they drag the demon up and slam it against a wall. It wraps its

arm around Giles' shoulder and throws him off. He hits an adjacent wall

and falls to the ground.

Buffy: (yells) Now!

Faith comes out of her alcove holding a sword up in both hands and

charges the demon. Before it can react, Faith has plunged the sword

through its heart. The demon screams in agony. Giles looks up and

watches as Faith pulls the sword back out of the demon's chest. Buffy

releases it and allows it to fall. Giles rolls out of the way as it hits

face down on the ground. He rolls back a bit and looks at the body lying

next to him. Faith lowers her sword. Buffy looks down at the demon,

relieved that the fight is over.

Giles: I think that was the last.

Willow comes in from the entrance, visibly shaken but trying to cover it

with a smile. Buffy bends down to help up Giles.

Buffy: Willow, you okay?

Willow: (breathing hard) Yeah, I'm fine. Th-the shaking is, is a side

effect of the fear.

Giles: (on his feet) Thank you. (takes off his glasses and rubs his

brow)

Buffy: Well, if it wasn't for that clouding spell...

Willow: (smiles) Yeah, it went good! (glances at the candle) Nothing

melted like last time.

Faith: These babes were wicked rowdy. What's their deal?

Giles: I wish I knew.

He crouches down and rolls the demon over to get a good look at it.

Faith looks with disgust at another one of them.

Giles: Most of my sources have dried up since the, uh, Council has

relieved me of my duties. I was aware there was a nest here, but quite

frankly, I expected it to be vampires. These, these are new.

Buffy: And improved.

Giles: (stands up) Yes. I'm sorry. I should've had you better prepared,

and I should never have allowed Willow and, uh... (looks around) And,

uh...

They all realize that Xander is nowhere to be seen. Just then they hear

something stirring under a pile of garbage. There they see Xander

crawling out from under a collapsed cardboard box and other refuse.

Xander: (out of breath) I'm good. We're fine. (gets up) Just a little

bit dirty. (gives two thumbs up) Good show, everyone. (staggers out into

the cave) Just great. I think we have a hit.

Willow: (concerned) Are you okay?

Xander: Tip-top, (exhales) really. If anyone sees my spine laying

around, just try not to step on it.

Buffy: (worried) Xander, one of these days, you're gonna get yourself

hurt.

Faith: Or killed.

Buffy: Or both. A-and, you know, with the pain and the death, maybe you

shouldn't be leaping into the fray like that. M-maybe you should be...

fray-adjacent.

Xander: (slightly miffed) Excuse me? Who, at a crucial moment,

distracted the lead demon by allowing her to pummel him about the head?

Faith: Yeah. That was real manly how you shrieked and all.

Xander: (haughtily) I think you'll find that was more of a bellow.

Buffy: Uh, what do we do with the trio here? Should we burn them?

Willow: (smiles) I brought marshmallows.

Everyone gives her a surprised look. Giles puts his glasses back on.

Willow: (with dignity) Occasionally, I'm callous and strange.

Giles: I expect we can leave them. I'm more interested in finding out

what they are, and whether we can expect more of their kind.

Buffy: (starts out of the cave) I hope not. They're *way* too fit.

Faith is right behind her.

Xander: I say bring 'em on!

Willow follows the Slayers out. Giles steps up to Xander and puts his

hand on his shoulder.

Giles: Uh, Xander, I think in the future perhaps it would be best if

you, you, uh, h-hung back to the rear of the battle, you know, for your

own sake.

He lets go of the boy and takes one more look around before following

the others out. Xander is just ahead of him.

Xander: (facetiously) But, gee, Mr. White, if Clark and Lois get all

the good stories, I'll *never* be a good reporter.

Giles: (not getting it) Hmm?

Xander: Jimmy Olsen joke, sir. Pretty much gonna be lost on you, huh?

Giles: Sorry.

Xander: Hey, it's okay.

They continue walking out.

Opening credits roll. Buffy's theme plays.

~~~~~~~~~~ Part 1 ~~~~~~~~~~

Sunnydale High School. Cut to a lawn area between two of the buildings.

It's lunch hour, and two jocks are throwing a football back and forth.

Xander hops around, trying to get their attention.

Xander: Hey, Doug, pass me one!

Doug just gives him an annoyed look and throws the ball back to the

other jock.

Xander: Les-man, I'm open!

A cheerleader looks over at him to see what the fuss is about.

Xander: Les, buddy!

Les ignores him and throws the ball back to Doug.

Xander: Doug, right here, man. Right here.

Doug is about to throw the ball back to Les.

Xander: Doug, please!

Doug sighs and gives in. He throws the ball high and long. Xander has to

run for it.

Xander: Alright! It's all me!

He gets to the ball in time, but fumbles the catch. The ball bounces

awkwardly away from him and over to Jack O'Toole, sitting alone eating

his lunch. The ball hits Jack in the hands, knocking his bag of chips to

the ground. He looks down at his scattered chips in surprise and

snatches up the ball. Xander stops running and steps up to him. Jack

stands up, holding the ball in his hands.

Xander: Boy, I am *so* sorry. Doug's arm is kinda like spaghetti.

(chuckles) We're all so very sad for him. (grins) Is your lunch okay?

Jack: (not amused) What are you, retarded?

Xander: No! No, I had to take that test when I was seven. A little slow

in some stuff, mostly math and spatial relations, but certainly not

challenged or anything. (points down) Can I get you another soda?

Jack: I oughtta cut your face open.

Xander: (nervous) Hey, hey, whoa, whoa, whoa... It was an accident.

Cool down.

Jack: (smiles thinly) You wanna be startin' somethin'?

Xander: What? Starting something? (grins) Like that Michael Jackson

song, right? (chuckles) That was a lot of fun. 'Too high to get over,

yeah, yeah...' Remember that fun song?

Jack takes a step toward him. Xander steps away nervously.

Jack: I get my buddies together, we're gonna kick your ass till it's a

brand-new shape.

Xander knows he's not kidding. Jack tosses the ball to him hard.

Jack: Now get outta here.

Xander wastes no time walking away.

Doug: Yo, man, the ball!

Xander throws it to him. Cordelia is right there, and he steps over to

her.

Cordelia: Boy, of all the humiliations you've had I've witnessed, that

was the latest.

Xander: (points back at Jack) I could've taken him.

Cordelia: Oh, please. O'Toole would macrame' your face. He is a psycho.

Which is still a lot cooler than being a wuss.

Xander: (glances at Jack) Why is it that I've come face-to-face with

vampires, demons, the most hideous creatures Hell ever spit out, and I'm

still afraid of a little bully like Jack O'Toole?

Cordelia: Because, unlike all those creatures that you've come face-to-

face with, Jack actually noticed you were there.

Xander: Why am I surprised by how comforting you're not?

Cordelia: It must be really hard when all your friends have, like,

superpowers -- Slayer, werewolf, witches, vampires -- and you're, like,

this little nothing. (Xander looks down) You must feel like Jimmy Olsen.

Xander: (chuckles) I was just talking to... (suddenly offended) Hey,

mind your own business!

Cordelia: Ooo, I struck a nerve. The boy that had no cool.

Xander: I happen to be an integral part of that group. I happen to have

a *lot* to offer.

Cordelia: (starts to leave) Oh, please.

Xander: I do!

Cordelia: (stops and turns back) 'Integral part' of the group? Xander,

you're the, the *useless* part of the group. You're the Zeppo. (Xander

glances at Jack) 'Cool.' Look it up. It's something that a sub-literate

that's repeated twelfth grade three times has, and you don't.

She turns and walks away with a satisfied smile on her face. Xander is

left in her dust.

Cordelia: There was no part of that that wasn't fun.

Cut to the cafeteria. Today it's kraut-dogs or spaghetti. The camera

pans past the steam table as the kitchen staff doles out the food. It

pans up to show Xander and Oz sitting at a table finishing their lunch.

Xander: But... It's just that it's buggin' me, this 'cool' thing. (cut

to them) I mean, what is it? How do you get it? Who doesn't have it? And

who decides who doesn't have it? What is the essence of cool?

Oz: Not sure. (reaches for a chip)

Xander: I mean, you yourself, Oz, are considered more or less cool. Why

is that?

Oz: Am I? (eats a chip)

Xander: Is it about the talking? You know, the way you tend to express

yourself in short, noncommittal phrases?

Oz: (considers) Could be.

Xander: (smiles) I know! You're in a band! That's like a business-class

ticket to cool with complementary mojo after takeoff! I gotta learn an

instrument. Is it hard to play guitar?

Oz: (shakes his head) Not the way I play it.

Xander: Okay, but on the other hand: eighth grade. I'm taking the

flügelhorn and gettin' *zero* trim. So the whole instrument thing could

be a mislead. (thinks) But you need a thing, one thing nobody else has.

What do I have?

Oz: An exciting new obsession. Which I feel makes you very special.

Xander: Now with the mocking. Which I can handle because I know I'm

right about this. I'm on the track. I just need to find my thing. (gets

lost in thought)

Oz: It seems like you're over-thinking it. I mean, you got some

identity issues. It's not...

Cut to the library that evening. Giles walks out of the cage past Buffy.

Giles: The end of the world? (heads behind the counter)

Buffy: (turns) Can they do that? (goes to the counter)

Giles: They seem fairly committed. (gets a book) The Sisterhood of Jhe

(brings it over) is an Apocalypse cult. They exist solely to bring about

the world's destruction, and we've not seen the last of them. More will

follow.

Buffy: And they're here in Sunnydale for what? Demon Expo?

Giles: (takes off his glasses) Buffy, this is no laughing matter.

Buffy: Hence my no laughing.

Giles: I'm sorry. (slips his glasses back on) I know I'm no longer your

official Watcher, but...

The library door opens, and they look up to see Oz come in.

Oz: Hey.

Buffy: Hey.

The clock on the wall behind Giles shows it's 5:20pm.

Giles: (checks his watch) Um, y-you're cutting it a bit close.

Oz: (steps into the cage) Well, you know me.

He pulls the door closed behind him. The privacy towels have already

been put up. He begins to undress, starting with his jacket.

Buffy: (to Giles) Well, do we know why they're here?

Giles: I think so. (looks around) Based on some artifacts I, I found

with them, and, um, (sees and reaches for another book) taking into

account the current astral cycle...

Buffy: (interrupts) Giles, I don't need to see the math.

He puts down the book and steps back to the counter.

Giles: (seriously) They intend to open the Hellmouth.

Buffy: (looks up in surprise) The Hellmouth. The one that opens...

Giles: About twenty feet from where you're standing.

She looks behind her at the area where it last opened nearly two years

before, where the study table stands surrounded by a semi-circle of low

book shelves and the stack level behind them. Oz has turned into a

werewolf and leaps up against the cage. He growls when he can't break

through, looks up and howls.

Cut to the front of the school the next morning. Willow and Buffy are

arriving.

Willow: And if it opens?

Buffy: Do you remember the demon that almost got out the night I died?

Willow: Every nightmare I have that doesn't revolve around academic

failure or public nudity is about that thing. In fact, once I dreamt

that it attacked me while I was late for a test and naked.

Buffy: Well, it'll be the first to come out, and Giles says it won't be

the worst by a long shot. The world will be overrun with demons if we

don't stop it.

They start to cross the street toward the steps.

Willow: Do we know when this is supposed to happen?

Buffy: (shrugs) Giles is trying to narrow it down. I-if you're up for

it, we're heading into deep research mode.

Willow: I'd be offended if you haven't already counted me in.

Buffy: Thanks, Will. There's something about this one that... scares

me. (puts her arm around her friend) I need my Willow.

Willow: Oh, you don't have to be afraid...

They've reached the other side of the street, and both jump when they

hear a car pull up behind them with the horn honking. They spin around

to see what's going on. There they see Xander behind the wheel of a

light blue 1957 Chevrolet Bel Air convertible, pulling it to a stop. The

radio is blaring. Xander looks cool in his shades and black jacket.

Xander: You girls need a lift?

Buffy: What is this?

Xander: What do you mean, what is it? (gestures around himself) It's my

*thing*.

Willow: Your thing?

Xander: (emphatically) My *thing*!

Buffy: (frowns uncertainly) Is this a penis metaphor?

Xander: (sighs heavily) It's my thing that makes me cool. You know,

that makes me unique. (sees their blank looks) I'm Car Guy. Guy with the

car.

Willow: How can you afford it?

Xander: Uncle Roary stacked up the DUIs, let me rent this bad boy till

he's mobile again. (turns off the radio)

Buffy: (tries to smile) Well, i-it's nice.

Xander: Could you sound a little less enthused?

Buffy: Sorry.

Willow: Evil.

Xander: Big?

Buffy: Biggest. Maybe more than I can handle.

Xander: (pulls off his shades) Then we'll handle it together. You know

I'm here for you. Just tell me what I can do.

Cut to the doughnut shop. Xander stands at the counter and places his

order.

Xander: I'll take two glazed, two cinnamon, couple cream-filled, and a

jelly. No, no, let's round that out to four jellies.

The clerk pulls them out and puts them in a box. Cordelia walks in.

Cordelia: (mockingly) Ooo, is some evil going on? Must be big for them

to entrust you with this daredevil mission.

Xander: (counts out his money) Cordelia. Feel free to drop dead of a

wasting disease in the next twenty seconds. (hands it to the clerk)

Cordelia: (pleased) Ooo, again, I strike the nerve. I am the surgeon of

mean.

Xander: (walks past her with the box) I'm kinda busy right now, okay?

Cordelia: (turns around) Right. Buffy needs your help. Can you say

'expendable'?

Xander: (faces her) You think you know everything.

Cordelia: (steps up to the counter) I think I know you.

Xander: That's a laugh.

Cordelia: (tauntingly) Oh, what, you got a shiny car, and now you're

someone new? Like anybody even cares about...

She is interrupted by a sexy blonde approaching Xander.

Lysette: Is that your car?

Xander: (surprised by the attention) Why, uh... (smiles) Yes! It is!

She walks around the car, checking out the equipment, surveying it

closely.

Lysette: '57 Chevy Bel Air... 283 CID... Solid lifter... Fuel-injected

V-8...

Xander: (has no idea) Uh... very possibly.

Lysette: (abruptly) How does she handle?

Cordelia is fascinated by this display.

Xander: Like a dream about warm, sticky things.

He shoots Cordelia a look. She just raises her eyebrows at him.

Xander: (to the girl) Would you like to go for a little drive?

Lysette: You busy?

Xander: (holds up the doughnut box) Just gotta drop this stuff off, and

then I would describe myself as... (making a face at Cordelia)

expendable.

Cordelia gives him a little huff. The blonde smiles at Xander and tilts

her head, indicating he should open the door for her. He does so, giving

Cordelia a glance as Lysette gets in. He closes the door and jumps up

onto the back seat and scrambles over to the driver's seat. He has some

difficulty sitting down with the huge steering wheel in the way, but

manages well enough. Lysette doesn't care, obviously more impressed with

the car than with him. Xander starts the car, puts it in drive, gives

Cordelia one last look and burns a bit of rubber as he pulls away from

the curb.

Cut to the Bronze that evening. Xander and Lysette are sitting at a

table with their drinks. He looks very bored as he listens to her

chattering on.

Lysette: ...and then I started seeing Dave Peck. Had a Thunderbird,

engine completely tricked out, but the upholstery was kind of shot. So

then I started seeing his friend Mike. Not the Mike with the Mercedes.

The Mike with the Mustang. An '82 V-6. You know the look.

Xander sees Angel come into the Bronze.

Xander: Angel!

Lysette looks toward the entrance. Xander stands up and waves him over

with a smile.

Xander: Buddy! Friend-buddy. (gestures at the table) You wanna sit and

talk?

Angel: (comes over) I'm looking for Buffy.

Xander: Library, last I saw.

Angel: Something's happening. I've seen portents.

Xander: (grins) The Apocalypse. They're on top of it.

Angel: I don't think they know what they're dealing with.

Xander: Let's go there... and tell them that.

Angel: No. (waves him off) It's best you stay out of harm's way.

He turns and leaves.

Xander: (desperate to get away) But I can help!

He watches Angel go out the door.

Lysette: Hey, you wanna go for another drive?

That's pretty much the last thing on Xander's mind.

Cut outside. Xander and Blondie come out and walk to the car parked in

the alley just a short ways from the door.

Xander: Y'know, it's not like I haven't helped before. Y'know, I've

done some quality violence for those people. (opens the door) Do they

even think about that?

Lysette gets in and slides over to the passenger's side. Xander gets in

and pulls the door closed.

Xander: I mean... (starts it, puts it in drive) they act like I'm, like

I'm some sorta klutz.

He steps on the gas without even looking ahead. The car lurches forward

and promptly hits the car parked in front of them. Xander slams on the

brakes and puts the car into park.

Xander: Oh, God! Are you alright?

He gets out of the car and gingerly steps to the front of the car. There

is only some slight bumper damage and a broken taillight on the other

car.

Xander: Oh, God! Stay calm. Little fender bender. It's not...

He sees Jack O'Toole get out of the other car, looking angrily back at

him. Jack just stands and stares at Xander for a long moment, letting

the fear sink in.

Xander: (apprehensive) ...the end of the world.

~~~~~~~~~~ Part 2 ~~~~~~~~~~

The library. Werewolf Oz growls in his cage as he stares at Willow and

Buffy sitting at the table. Willow looks over her shoulder at him.

Willow: He's cranky.

Buffy: It's a good night for it.

Willow: Can't dogs sense when there's an earthquake, a-a-and they bark?

Or cows lie down or something? (looks at Oz again)

Buffy: (reads) 'Sisterhood of Jhe. Race of female demons, fierce

warriors...' Eww. '...celebrate victory in battle by eating their foes.'

They couldn't just pour Gatorade on each other?

Giles come out of his office carrying a heavy leather bag.

Giles: The Council wouldn't even take my calls. (disgusted) Idiots. (to

the girls) Anything useful in the books?

Buffy: Not wildly. (closes hers)

Willow: We still have the Books of Pherion to go through.

Giles nods.

Buffy: (sets her book down) I'm getting itchy feet, Giles. We don't

turn up something soon, I'm gonna hit the streets. (grabs and opens

another) Maybe check out Willy's.

Giles: Fine.

He goes back into his office for his overcoat.

Willow: Where are you going?

Giles: Um, to try and contact the Spirit Guides. (takes his overcoat

from its hanger) They exist out of time, but have knowledge of the

future. (pulls it on) I have no idea if they will respond to my efforts,

but I have to try. (comes back from his office) All we know is that the

fate of the entire world rests on it. (looks into the doughnut box) Did

you eat all the jellies?

Buffy looks up from her book.

Buffy: (innocently) Did you want a jelly?

Giles: (petulantly) I always have a jelly. I'm always the one that says

'let's have a jelly in the mix.'

Willow: We're sorry. (tattles quickly) Buffy had three.

Buffy shoots Willow a look.

Giles: No matter. (grabs his bag) If Xander makes another run...

(starts to go)

Buffy: No. (Giles stops) Xander's out of this. He nearly got killed

last time we fought. This whole thing will be easier if we know he's

safe.

Cut to the alley outside of the Bronze. Jack approaches Xander

menacingly.

Xander: (nervously) Oh, gosh, Jack, man, are, are you okay? (points at

the bumpers) I am really sorry about that. But your car came out of

nowhere.

Jack looks down at the damage and back up at Xander.

Jack: (incredulous) I was parked.

Xander: Exactly. Look, I can cover the damages. I don't have insurance

in the strictest sense of the word, but I have a little money. The

important thing is that we're alright and we can work this out like two

reasonable...

Jack pulls out a very long hunting knife and holds it up.

Xander: ...frontiersmen.

Jack: (points the knife at Xander) Where do you want it?

Xander: What?

Jack: Where do you want it?

Xander: I'm fairly certain I don't want it at all, but, uh, thank you.

Lysette: (bored and impatient) Wow. Cool knife.

Xander gives her a look. She rolls her eyes and walks back to the car.

Xander: Yeah. Great knife. Although I think, uh, it may technically be

a, a sword.

Jack: She's called 'Katie'.

Xander: You gave it a girl's name. How very serial killer of you.

(turns to Lysette) Listen, I think we should be going.

Jack reaches around Xander with the knife and hooks it behind his ear,

forcing Xander to look at him. Xander quakes with fear.

Jack: (jeeringly) Are you scared?

He traces the tip of the blade around Xander's neck and cheek.

Xander: (shakily) Would that make you happy?

Jack: (sneering) Your woman looking on, you can't stand up to me? Don't

you feel pathetic?

He traces the knife past Xander's mouth, back to his ear and around and

down under his chin.

Xander: (nervously) Mostly I feel Katie.

Jack: You know what the difference between you and me is?

Xander: Again... Katie's springing to mind.

Jack: Fear. Who has the least fear.

Xander: And it has nothing to do with who has the big, sharp...

Suddenly Jack slaps the knife into Xander's hand and steps back,

taunting him to fight.

Jack: Come on.

Xander has no idea where to begin. The blonde distracts him.

Lysette: I wanna go for a drive. I'm bored.

He lowers the knife and his guard.

Xander: (sarcastically) Oh, gee, I'm really sorry my life-and-death

situation isn't *exciting* enough for you...

Jack grabs him and shoves him back onto the hood of the car. He grabs

Xander's hand and twists it so the knife is pointing at his neck and

begins to bear down on him. Just then a flashlight shines into Jack's

face.

Police Officer: Hey!

Jack releases Xander and quickly palms the knife. The officer turns off

his flashlight and slowly approaches.

Police Officer: What's goin' on?

Jack: Nothing. Just rasslin'.

Police Officer: (recognizes) O'Toole. (chuckles) What a surprise.

(flashes the light in his face) (to Xander) He attack you?

Xander looks at Jack, who just looks at the officer.

Xander: (to the officer) No. Just blowing off steam. (grins) Two guys

rasslin'. (shakes his head) But not in a gay way.

Police Officer: Do it somewhere else, huh?

He turns and leaves. Xander drops his head in relief. Behind him Jack

has a smile on his lips. Remembering that he's there, Xander looks over

at him and is confused by his expression.

Xander: What?

Jack: That was alright. Could've narc'd on me. Didn't do it. That's

decent of you. I like you. (smiles appraisingly)

Xander: (still nervous) Yay?

Jack: (to Lysette) You two wanna have some fun?

Lysette: (smiles dippily) Like, with driving?

Jack: Yeah.

Xander sees the broad grin on her face and shakes his head, giving in.

Xander: What do you have in mind?

Jack: Well, I was on my way to get the boys. Gonna cruise around.

(checks out Xander's Chevy) We'll take your wheels.

Xander: What about your car?

Jack: (looks at it and shakes his head) It ain't mine.

Xander is aghast and shakes his head. Jack goes to the car door.

Xander: Great. Where to?

Jack opens the door and slides in to the far side.

Jack: Gonna get the boys!

Lysette slides in next to Jack, then Xander gets in.

Xander: Yeah. (pulls the door closed) So, where're the boys?

Cut to a cemetery. The camera pans behind some trees and over to the

three of them by a grave. Xander and Lysette watch as Jack speaks a

spell and dangles a chicken foot on a string over a grave.

Jack: He calls forth the Spirit of Uurthu, the restless. No one shall

speak. (raises his arms) He shall arise! Hear me...

Xander watches, worried that it might work. Lysette is completely bored.

Jack: The blood of the Earth shall restore him...

He puts away the chicken foot and kneels by the grave. He drawn his

knife across the palm of his hand, turns his hand over and lets his

blood drip onto the grave.

Jack: And he shall arise.

Xander takes a step back. Something under the ground begins to move.

Jack: Shall arise!

A pair of arms punch through the grass followed by a head. It's Jack's

friend Bob. He has a huge frown on his face as he looks around. Jack

stands up and steps back. Lysette's eyes go wide with surprise. Bob

pulls himself out the rest of the way and gets up, still frowning and

disoriented. Jack looks him up and down, pleased with the result. Bob

looks over at Jack and recognizes his friend.

Bob: Buddy.

Jack: Bob.

They look at each other for a moment. Bob has clearly started to decay,

but is still easily recognizable.

Jack: You big, hideous corpse... Come here!

Bob comes at Jack and grabs him in a huge bear hug, lifting him off the

ground and laughing. Lysette freaks out and runs away, screaming at the

top of her lungs. Xander watches her go.

Xander: (resentfully) I'll call ya!

Bob keeps laughing as he swings Jack around a bit before putting him

back down.

Bob: Man! You *raised* me!

Jack: (looks him up and down) I *told* you grandpappy could work that

mojo. Big Bob is back in action!

Bob: (raises his arms) Yes!

They each butt hard into the other in celebration. Xander fidgets

restlessly, waiting to see what's going to happen next.

Bob: Oh, man, I can't believe you raised me! That is so awesome!

(starts to calm down, lets go of Jack) You are the coolest.

Xander: Maybe I should just let you guys catch up. (starts to go)

Jack: Bob, this is Xander. He's our wheel man.

Xander turns back around and smiles.

Bob: Hey.

He steps up to Xander and slaps him hard in the shoulder, making him

stagger back a few steps. Xander manages to keep his balance and

straightens back up.

Xander: Howdy.

Bob: (steps back to Jack) Dude, where are the other guys? We gotta go

get 'em.

Jack: (nods) Absolutely.

Bob: (pats him on the arm) Alright.

They start walking to get the rest of the boys. Xander stays back.

Xander: Are, um... Are all your friends dead?

Jack: (over his shoulder) Xander, let's roll.

Bob: How long I been down?

Jack: Eight months. I had to wait till the stars aligned.

Bob: Oh, eight months. I got some catching up to do.

He stops in his tracks and points at Jack.

Bob: Whoa! Walker, Texas Ranger. You been taping 'em?

Jack: Every ep.

Xander catches up with them.

Bob: Alright. We're gonna get the guys together, and we're gonna PARTY,

man! (hits Xander hard in the other shoulder) It's gonna be a night to

remember! (they start walking again) Yeah!

Xander: (trailing them) I'm sensing that.

Cut to Dickie's grave. Jack weaves his spell again.

Jack: The blood of the Earth shall restore him, and he shall arise.

Dickie comes up head first. He is far more decayed than Bob. His face is

raw and bloody, but he is also still recognizable.

Dickie: Dudes!

Cut to the car. The camera is low to the pavement showing the back of

the car. The tires squeal as the four boys take off for another cemetery

to get the last member of the group.

Cut to the Restfield Cemetery. The camera pans low along some

gravestones and up to the sign. Cut to Giles standing before a large

mausoleum and holding up a lit candle. The Spirit Guides appear in the

form of a bright cloud gathering in front of the mausoleum, and Giles

speaks to them.

Giles: Noli me renuere, umbra ducens. Sapienta manium super me

effundatur.

Translation: Do not deny me, Spirit Guide. Let the wisdom of those who

have passed be showered upon me.

Spirit Guides: Illae res occultae sunt tempoti et locis obscuris.

Enuntiare illas Chaos super orbem vivum terrarum ferat.

Translation: These secrets belong to time and the dark regions. To

reveal them would bring Chaos down upon the living Earth.

Giles: Belua propulsanda est! Invenire vitium suum noster spes sola

est!

Translation: The Beast must be fought! Our only hope lies in finding

its weakness!

A strong wind begins to blow.

Spirit Guides: (angrily) Noli petere! Perturba nos non diutius!

Translation: (angrily) Seek not! Disturb us no longer!

The cloud moves away and up into the sky. The wind stops blowing. The

cloud splits in two, and both halves disappear up into the firmament.

Giles isn't happy with the result of the encounter. He looks to his

right when he hears Xander approaching.

Xander: Giles, hey... (smiles) What's goin' on?

Giles: Oh, uh, (looks at the mausoleum) I was just trying to, uh, gain

access to the, um, Spirit Guides. Not going very well, I'm afraid.

(looks around) Uh, what are you doing here? (packs his things)

Xander: Oh, we were just raising, um... (glances back at the others)

some heck.

Jack and the others, having raised the last member of their group, are

waiting by the car for Xander.

Jack: (impatient) Xander! Let's go!

Xander: (kneels by Giles) Listen, do you guys need any help?

Giles: (concentrating on packing) Hmm? Oh, no. Thank you. Uh, probably

best if you, you stay out of trouble.

Xander: No chance of that.

Jack: (impatient) Xander! Motor!

Giles: (stands up) There's something... different about this... menace,

something in the air... The stench of death.

Xander: Yeah, I think it's Bob.

Giles: (absently) We may all be called upon to fight when it happens.

(picks up his bags)

Xander: When what happens, exactly?

Jack: (very impatiently) Come on!

Giles: I better go. (smiles weakly) Um, hopefully, we shall have time

to prepare. All we need is a few weeks. (turns and leaves)

Cut to Willy's bar. The place has been completely trashed. Buffy is

kneeling down next to Willy, who is lying on the floor behind the bar

with his head and shoulders propped up against the cabinets. He's been

very badly beaten, and the blood flows freely from several cuts in his

head.

Buffy: Tonight?

Willy: (nods, laboring to breathe) Before sunrise. That's what they

said. (winces in pain)

Buffy: (looks at the damage) Why did they do this?

Willy: They were looking for Angel.

Buffy: Angel? Why?

Willy: (breathing shallowly) Said they were coming after you, too, and

nothing could stand in their way because (winces in pain) tonight was

the night...

Severe pain stabs him in the gut, and he turns from her and coughs.

Willy: (painfully) Oh, man...

Buffy: (worried) The ambulance is on its way.

Willy: (coughs, swallows) Look, kid, my clientele ain't exactly nuns

and orphans, but I... I never seen anything like these demons.

Buffy: I'm gonna stop them.

Willy: (coughs) That Hellmouth opens (swallows) they're gonna be the

least of your problems is my train of thought.

He winces in pain again and coughs, then swallows again.

Willy: (between shallow breaths) If I were you... I'd go find Angel...

go somewhere quiet together. I'd be thinking about how I wanna spend my

last night on Earth.

Cut to Xander and the gang. Bob is standing in the back seat with his

fists raised into the air.

Bob: LET'S GET SOME BEER! YEAH!

The other dead boys yell in agreement. Parker, the last one of the group

to be raised, is in an advanced state of decay, and so is in much worse

shape than the others. His face is beyond recognition, having lost much

of its flesh, exposing parts of his skull. Xander can't believe he's

caught up in all of this.

Parker: Dude! Let's go pick up some girls, man. We'll hang out at Taco

Bell, get some girls, go cruise around...

They all laugh, except for Xander.

Dickie: I wanna bake a cake.

Bob slides back down into the seat with an arm around each of his buds.

Bob: Hey, we need some beers, though.

Parker: (to Bob) I can't believe you got shot, man. Was it them

Jackals?

Jack: Are you kidding? We wiped them out after they threw you off the

bridge.

Parker: (appreciatively) Oh, man. You guys, you guys are the best, man.

The best! I mean that.

Bob: (explains to Parker) There's a liquor store. Little Armenian guy

runs the place? He had a gun behind the counter.

He looks ahead, frowning in disgust. The bullet hole in his forehead

above his left eye is plainly visible. He brightens when he has an idea.

Bob: Hey... We should go kick his ASS!

Parker: Yeah!

Bob: YEAAAAAH!

Xander glances back at them nervously.

Xander: If you guys want me to drop you off somewhere, that's...

Jack: (interrupts, pats Xander's shoulder) Nah. You're with us now.

Parker reaches up to him from behind and pats him on neck and cheek with

his grossly rotten hands.

Parker: Oh yeah, man, you on the team now, baby. Whoo-hoo!

The guys in the back all chuckle.

Bob: (serious) What're we gonna do?

Jack: Well, I've heard some interesting suggestions, but I'm gonna have

to go with Dickie's. Let's bake a cake.

Dickie: Yeaaaaah!

Bob and Parker: Yeaaaaah!

Bob laughs as he leans back over the trunk and raises his fists into the

air.

Cut to a hardware store. Xander pulls the car to a stop in front.

Jack: Alright.

He gets out. Dickie pushes the front backrest forward and gets out. Bob

and Parker just jump over the side of the car.

Jack: (to Xander) You stay here and keep the motor running. (joins the

others)

Xander: Uh, this time of night, I'm pretty sure nothing's open.

Bob grabs a newspaper vending machine, yanks it from the sidewalk and

heaves it into the hardware store window. It shatters loudly. Xander

watches nervously.

Xander: But they're always open for *crime*.

The dead boys all climb into the store. Xander holds on tightly to the

steering wheel and fidgets nervously in his seat.

Xander: Okay. Now I'm involved in crime. I'm the criminal element.

(sarcastically) Having a car sure is cool!

He hears Willow's voice, and turns to see her leaving the magic shop

about half a block down on the other side of the street.

Willow: Thank you. Sorry to wake you. (starts down the street)

Shopkeeper: No problem.

Xander: Will!

She sees him and walks into the street toward him. Xander gets out of

the car and goes to meet her.

Willow: Xander, what are you doing here?

Xander: Nothing. Certainly not crime. (grins guiltily and glances

behind him) Wh-what about you?

Willow: (worried) I-I needed supplies for a protection spell. Buffy

called from Angel's. I-it's happening tonight.

Xander: And that thing that's happening would be...?

Willow: I-I can't stay. Buffy'll needs this.

She goes, leaving Xander standing there still unenlightened. Just as

quickly she comes back and gives him a tight hug. She lets go and looks

up at him.

Willow: I love you, Xander.

Again she hurries off, leaving him to ponder his next move.

Xander: Okay, that's it. (turns back to the car) I'm gonna...

Jack steps in front of him and stops him.

Jack: Where you going?

Xander: Look, something's just come up. (looks at the store)

Jack: You gonna bail on me? Is that it?

Xander's response is interrupted by the noise of the others coming out

of the hardware store. Dickie holds up two bags full of ingredients for

him to see.

Dickie: (smiling) We got the cake mix! (puts the bags in the car)

Parker: Where you wanna bake it?

Jack: (ominously) Xander's looking to leave.

Bob: No way. (comes around the car) We need a wheel man. (stands behind

Xander)

Dickie and Parker walk around the other way.

Jack: (menacingly) Xander doesn't feel like he's part of the group.

Xander: (placatingly) No. It's just I'm kinda busy!

Bob comes around to Xander's left. Parker stands to his right.

Bob: He doesn't feel like part of the group because he hasn't been

initiated.

Jack: Do you think he's ready?

Parker: (puts his arm around Xander) Oh, I think he's earned his

stripes. I say we let him in, boys. Huh?

Dickie: (chuckles) Woo-hoo!

Xander: (grins) Great! (nods) I wanna be in the gang, sure!

Parker: Alright! (nudges him in the gut) Yeah.

Jack: (lifts his finger to Xander) That's the spirit.

Parker: Yeah.

Xander: (smiling, getting into it) What do I gotta do?

Jack pulls out Katie and holds the blade to his face. Xander's smile is

instantly replaced with fear.

Jack: (twists the blade threateningly) You gotta die.

Parker pats Xander affectionately on the cheek.

~~~~~~~~~~ Part 3 ~~~~~~~~~~

In the street in front of the hardware store.

Xander: (nervously) Alright, guys, what... Let's just talk about this.

Parker: Aw, you wanna be part of the gang now, don't you?

Jack leers at him, constantly turning his knife.

Xander: Yes, yes, but I'm not *dying* to be in the gang, if you get

the, um... the pun there.

Bob: (insulted) What? You're, you're too good to be dead?

He grabs Xander by the lapels of his jacket and lifts him up.

Bob: You got a problem with dead people?

Xander shakes his head and mouths "no", thinking quickly.

Xander: What about Jack? Jack's not dead.

Jack lowers his knife, reaches down and raises his shirt for Xander to

see. There is a series of bullet holes across his gut. Bob releases

Xander so he can get a better look. Jack drops his shirt back down and

brings Katie back up level to Xander's face.

Jack: Drive-by three weeks ago.

Xander: (exhales) Oh, boy.

Jack: Grandpappy found my body. I wasn't gone but ten minutes before he

raised me. It's a rush, man.

Dickie: (smiling) Let's kill Xander. It'll be fun!

Parker: Yeah, man, you could be a full-fledged member.

Jack: (steps closer and sneers) Come on, Xander. Take it like a man.

Xander: (takes a chance) Alright, enough! You guys have had your fun,

but you forgot about *one* thing.

He looks at Bob and Parker, and then makes a break for it.

Jack: Get him!

Xander runs across the street and into the outside seating area of the

Espresso Pump. They all give chase. Xander waits for them to follow him

into the cafe', then makes another break for it, jumping up onto a table

and hopping over the low wall surrounding the area. He runs back across

the street and jumps into the car. The motor is still running, so he

throws it into drive, floors it and burns rubber out of there, leaving

the dead guys behind.

Bob: Damn him! (throws up his hands) There goes the wheels.

Parker: (plaintively) He took all our stuff, man.

Dickie: I wanna bake a cake.

Jack: (seething with anger) It's alright. We'll get more. The night is

young.

They all head back into the hardware store for more supplies.

Cut to Xander driving along the street, very relieved to have escaped.

Xander: I'd say that's pretty much enough excitement for one evening.

Cut to a park. Faith gets thrown against a fence, pulled off and thrown

against it again by a member of the Sisterhood of Jhe. The demon pulls

her off again, but Faith shakes loose and does a backhand swing at the

demon's head, making it snap hard to the side. Faith then punches it in

the gut and tries for a second hit to the head, but the demon blocks the

attempt, grabs Faith's arms and throws her to the ground. Faith rolls

and comes back up to a fighting stance. The demon lunges at her, but she

kicks it in the knee and then roundhouse kicks it in the head. Without

pausing, Faith launches into a half spinning high wheel kick, which the

demon blocks with both arms. The demon throws Faith's leg down, grabs

onto her jacket and swings her around and back into the fence. Back in

the street Xander rounds a corner and sees the fight in the park ahead

of him. The demon rushes Faith, who grabs the fence behind her and lifts

herself up to do a twin push kick to the demon's gut, shoving her back

hard. Xander sees his opening, and just drives right into the demon,

knocking it back quite a ways onto its ass. He backs the car out into

the street again as Faith watches. The demon gets back to its feet and

starts her chase.

Xander: (to Faith) Get in!

Faith runs to the car and dives into the back seat. Xander guns it just

as the demon catches up, but she can't run fast enough to grab hold of

the car, and is left in their dust.

Cut to Faith's motel. Xander pulls the car to a screeching halt in a

parking spot. They both run out and up the stairs to her room, watching

for any pursuers. Faith opens the door and runs in. Xander is right

behind her and swings the door shut.

Xander: You think Demon Mama followed us?

He checks out the window, but doesn't see anything. He rushes over to

the other window and checks there, too, but again sees nothing.

Faith: No, we're cool. (takes off her jacket) The bitch dislocated my

shoulder, though.

She tosses her jacket aside, careful not to move her arm too much.

Xander comes back over to her.

Faith: Hold me.

He looks at her a bit confused, but gets closer and reaches out to her.

Faith takes his right hand and puts it on her left upper arm. He finally

realizes that he's supposed to hold it steady. She reaches up with her

right hand and grabs hold of his jacket for leverage. She pulls her left

shoulder back and jerks it forward. Her shoulder audibly snaps back into

place. Faith heaves a sigh and rotates her shoulder around in different

positions.

Faith: That's better. (sniffs) She got me really wound up.

She looks at Xander and runs her hand over his chest. She inhales and

exhales deeply.

Faith: A fight like that and... no kill... I'm about ready to pop.

She smiles at him, still rubbing her hand over his chest.

Xander: (nervously) Really? (looks down at her rubbing hands) Pop?!

Faith: (smiles sexily) You up for it?

She runs her other hand down the back of his neck.

Xander: (nods) Oh, I'm up.

She smiles at him and gets closer. She stops rubbing his chest and

lowers her hand to his crotch.

Xander: I'm suddenly *very* up. It's just, um... (grins sheepishly)

I've never been up with people before.

Faith grabs his jaw and kisses him full on the lips with plenty of

tongue.

Faith: Just relax... And take your pants off.

She starts to push his shirt and jacket off of his shoulders.

Xander: Those two concepts are antithetical.

She yanks his shirt and jacket down his back and off his arms, and

throws them down. They lock in a passionate embrace and kiss each other

hard. Faith turns him around and shoves him back onto the bed. She jumps

up after him and straddles him.

Faith: Don't worry. (pulls off her own shirt) I'll steer you around the

curves.

She grins broadly down at him. Xander looks back up at her with more

than a little apprehension on his face.

Xander: Did I mention that I'm having a very strange night?

Cut to a shot of their reflection in the TV. Faith is on top of Xander

under the sheet, moving slowly and purposefully.

Cut to them cuddling afterward. Xander runs his fingertips across her

upper arm. They gaze into each other's eyes for a while. Faith smiles at

him.

Cut outside her motel room door. She opens it and nudges Xander out. He

has only his underwear on and holds the rest of his clothes in his arms.

Faith is wrapped up in the bed sheet.

Faith: That was great. I gotta shower.

She closes the door on him. He just stands there, unsure of what just

happened. He looks at the door again, and soon realizes he's just been

used. Mouth agape, he makes his way back to his car.

Cut to the library. Werewolf Oz is jumping around in the cage, very

agitated. Willow watches him, very worried.

Willow: I've never seen him like this.

Giles comes up behind her with the dart gun and hands it to her.

Giles: It's the Hellmouth. He can sense it's going to open. Be ready

just in case.

Willow checks the rifle as Giles goes to the cage to open it. He looks

back at her before he does.

Giles: Now don't hesitate.

Willow raises the weapon to her shoulder and takes aim, anxious about

having to hurt Oz.

Willow: Do it.

Giles unlocks the door.

Giles: Now Oz...

Oz leaps up against the door and throws it open, knocking Giles to the

floor. He takes a leap toward Willow, but she's ready and pulls the

trigger. The dart flies from the barrel and hits him in the side, and he

yelps and falls to the floor. It's not enough to keep him down in his

agitated state, though, and he gets back up on all fours. Behind him

Giles scrambles to his feet.

Giles: AGAIN!

Willow retreats as she inserts another dart into the gun. Oz is

weakened, but he lunges toward her. Giles runs to get him from behind.

Oz jumps up onto the table just as Giles catches up and grabs him around

the chest. Oz raises himself up on his hind legs, growling fiercely as

Giles gets an arm around each of his, exposing his chest. Willow takes

the shot, and the werewolf yelps again. This time the Phenobarbital does

its job, and Oz collapses onto the table, dragging Giles down on top of

him. The wolf pants shallowly as Willow steps up to him and soothingly

pets the thick fur on his head.

Giles: We've got to move him before he wakes up.

Willow: (remorsefully to Oz) Sorry. I hope you're not mad at me in the

morning.

Cut to Faith's motel. Xander pulls on his jacket and gets into his car.

He checks himself in the rearview mirror and thinks about what just

happened. He sighs and looks into the back seat. There he sees the two

bags of stolen ingredients and grabs one to see what's inside. In it he

finds a can of kerosene, a short length of galvanized pipe with caps,

wire, primer cord and an electronic timer switch. He takes a second look

at the can of kerosene and realizes that the "cake" really isn't.

Xander: Hey! They're not baking any cake.

He quickly sets the can aside and starts the car.

Cut to the hardware store. He comes to a stop in front of it. The place

is a mess, but Jack and his gang are nowhere to be seen.

Xander: Long gone. Probably loaded with supplies. Gotta think.

He looks into the store and tries to concentrate.

Xander: I can't believe I had sex. (catches himself) Okay, bombs.

Already-dead guys with bombs. (realizes) Oh, man, I'm outta my league!

Buffy'll know what to do.

He takes off for Angel's mansion.

Cut to the mansion. Buffy and Angel are inside arguing.

Buffy: (pleading) I don't know what to do.

Angel: Then let me decide for you. I can face this thing.

Buffy: (protests) You can't.

Angel: Look, I, I can at least buy you enough time for Willow's spell

to bind it.

She stares speechlessly at him.

Angel: Buffy, this is worse than anything we've ever faced. It's the

only way.

Buffy: (voice cracking) I can't watch you die again.

He lifts his hand to her cheek and rubs it gently, looking deeply into

her eyes.

Angel: I love you.

Buffy: (takes his hand) I love you.

Angel: Nothing can change that. Not even death.

She jerks his hand away and steps back, angry about his defeatist

attitude.

Buffy: Don't talk to me like that! *You* may be ready to go, but *I* am

not ready to lose you. Okay, this is my fight, and if you won't do it my

way, then you're...

She is interrupted by Xander clearing his throat. She turns to face him.

Xander: (grins) Hey. I've got this, um... There's this, uh... (grins

sheepishly)

Buffy and Angel look at him expectantly. Xander sees the sadness in

their faces and the tear streaks on Buffy's cheeks.

Xander: (awkwardly) It's probably a bad time.

He turns to go, but looks back at them again.

Xander: Can I help?

They both shake their heads at him.

Xander: Okay.

He walks out the door. Buffy turns back to Angel, and they look at each

other sadly.

Cut to the atrium at the mansion. Xander walks to the stairs and starts

up and out.

Xander: Okay, I can work this out. I just got to figure out what they'd

be likely to bomb.

Cut to Sunnydale High School at night. Cut to the library. Giles has

cleared away the table and chairs and painted a black circular figure on

the floor. Eight rays extend from the edge. Inside are four small

semicircles which mark the four corners. At the center three short lines

intersect. A lit candle stands on each line and a fourth at their

intersection. All around the circle and the room are more candles. Giles

is busy lighting them as he recites a spell from a book.

Giles: Terra, vente, ignis et pluvia. Cuncta quattuor numina, vos

obsecro. Defendete nos a recente malo resoluto.

Translation: Earth, wind, fire and rain. Linger four gods, we implore

you. Defend us, immediately after I will release you.

Willow returns to the library with the tranquilizing gun and sets it

down on the counter as she passes by.

Willow: Okay. Oz is moved. He could barely walk after that mickey I

gave him, but we made it. Is he gonna be alright there?

Giles: Anywhere is safer than here. Um, help me with the candles.

He tosses her the lighter, which she catches.

Willow: We're doing the binding spell from the Hebron's Almanac?

Giles: Yes, but once it's ready, (lights a match) you're to stay back

and let me finish the recitation. (Willow starts to protest) Don't

argue. I want you safe. Who knows what's going to come up from beneath

us.

Willow crouches down and starts lighting more of the candles.

Cut to the boiler room. Dickie puts the finishing touches on the bomb.

They have it assembled on top of an oil barrel. Dickie plugs in the

timer, and switches it on.

Parker: Whoo!

He taps the keys and sets it for sixty minutes. Dickie plugs in the last

wire, and the countdown starts. They all chuckle under their breaths.

Jack walks up to the bomb and checks it out.

Jack: This is gonna be large! (smiles at Parker)

Parker: Oh, yeah!

Dickie checks the wiring once more as they all laugh.

~~~~~~~~~~ Part 4 ~~~~~~~~~~

The streets. Xander drives to the school.

Xander: (frantically) Giles will know what to do. He's *way* more calm

than Buffy.

He turns a corner and sees the dead boys walking and laughing.

Xander: Okay, I got a plan.

Jack and Bob hear him approaching and turn around.

Bob: Hey, our wheels.

The group splits up, and Xander drives up between them, slowing down as

if to stop. Parker is right up by the car, so Xander reaches out and

grabs him.

Parker: Hey!

Xander hits the gas and takes off, dragging Parker alongside. Cut around

the next corner. Xander drives around it and weaves the car side to

side. The other boys chase him. Cut to Xander holding onto Parker.

Parker: (scared) Stop! C'mon, man! Stop!

Xander: Where's the bomb?!

Parker: It's in, it's in the high school!

Xander: In the school where?!

Parker: Oh, God, this really, really hurts!

Cut to the street. Xander screeches around the next corner.

Parker: Stop!

Cut to Parker.

Parker: It's in the, it's in the boiler room.

Xander: Alright. Now I'm gonna ask you this once, and you better pray

you get the answer right.

Parker: (still scared) Okay, okay.

Xander: How do I defuse...

He never finishes his question, because he drives too close to a

curbside mailbox, and the impact knocks Parker's head off. Xander

screams in horror at the sight and releases his hold on Parker's now-

headless body. He looks back at the others and guns the car.

Xander: (chagrined) I probably should've left out that whole middle

part.

Bob and Dickie keep up the chase. Jack stops to check on Parker.

Dickie: He's headed for the school!

Cut to a hall in the school. Xander barges through a door and runs past

the basement access door. He comes back to it and notices the sign

stating "Door to remain locked at all times". Jack, Bob and Dickie crash

through the hall door and start to chase him.

Jack: There he is!

Xander starts to run down the hall again.

Xander: Where's a Slayer when you need one?

Cut to the library. The Hellmouth has opened, and the same huge, green,

multi-headed, tentacled demon that erupted from it less than two years

before looms over the heads of Buffy, Faith, Angel, Giles and Willow,

only now it's much larger. Bolts of energy flash about like lightning.

Giles: Oh, my God. It's grown.

The camera passes through the group to the doors, where Xander runs by

followed a moment later by Jack and then Bob and Dickie in rapid

succession. Dickie is distracted by the noise and lights coming from the

library and backtracks to have a look. He peers in through one of the

round door windows and sees the Hellmouth demon waving its three heads

around.

Dickie: Wow.

Jack: C'mon, man!

Dickie joins the chase again.

Cut to another hall. The dead boys have lost Xander. They open a set of

doors and stop at the hall intersection.

Bob: Which way?

Jack: He couldn't have gotten far. Let's split up.

Bob goes right, Dickie goes left and Jack heads straight ahead.

Cut to the stairs by the student lounge. Bob comes bounding down and

stops at the base. He looks around and notices a fire ax on the wall. He

smashes the glass and pulls it out.

Bob: Good for chopping.

He heads into the student lounge. A moment later Xander runs into the

student lounge and runs up to the couches. From off to the side Bob

swings the ax at him. Xander reacts fast and stops short of being

sliced, but loses his balance and falls backward onto a table. He rolls

off of it and onto the floor. Quickly he scrambles to his feet, but

immediately gets knocked onto another table by a punch from Bob.

Bob: Now this is what I call fun.

He wields the ax back and swings it down at the table. Xander rolls away

just as the head of the ax embeds itself into the table, and he comes up

standing next to Bob. He backhand punches Bob in the face, stunning him,

grabs him and swings him around head first into another table. Bob falls

to the floor and lies there on his back, dazed by the impact. Xander

pulls the ax from the other table, looks down at Bob and goes over to a

vending machine. He slips the blade of the ax behind the machine and

uses the handle as a lever to pry it away from the wall. It tilts over

and falls right onto Bob's head, crushing it.

Back out in the hall Dickie comes through a door and runs into the

student lounge. He sees Bob's body lying there and stops, looking at it

aghast. Xander steps out into the open holding up the ax.

Xander: Should've learned by now. If you're gonna play with fire, you

gotta expect sooner or later...

Dickie takes off running before Xander can finish delivering his Clint

Eastwood line.

Xander: (insulted) I wasn't finished!

Dickie disappears back out the same door he came in.

Xander: Note to self: less talk.

He starts to run after Dickie.

Cut to the hall outside the library doors. Suddenly the doors burst

open, and Buffy comes flying out backward, landing almost at the far end

of the hall by the door leading outside. The three heads of the

Hellmouth demon come slithering through the doors after her. Buffy gets

up and runs back at it.

Buffy: Faith! Go for the heart!

Cut to another part of the hall. Dickie runs around a corner and

disappears down an adjacent hall. Xander is right behind him with the

ax. A moment later Xander comes running back with Dickie right behind

him. Right on their heels are three members of the Sisterhood of Jhe.

Xander runs into a room and off to the side. Dickie follows him but runs

through it to the nurse's office. He whips the door open, runs in and

finds himself trapped. The demons run in after him and start ripping him

apart. Xander takes a few deep breaths to calm himself.

Xander: Okay, boiler room.

He turns back toward the door, but is stopped by one of the heads of the

Hellmouth demon when it breaks through the wall next to him.

Xander: Other way.

The head roars after him as he runs away.

Cut to the basement. Xander kicks open the door, enters cautiously and

makes his way down the stairs. At the bottom he opens the door to the

boiler room and looks in. There in the middle of the room he sees the

bomb. The timer is ticking away.

Xander: Hello, nasty.

He steps into the room and closes the door behind him. He gingerly goes

over to the bomb and checks the timer as he sets down the ax.

Xander: (breathing hard) Less than two minutes. Dumb guy. Little bomb.

How hard can it be?

Suddenly Jack grabs him from behind and throws him into a work bench. He

hits it hard and falls to the floor. Xander gets back up only to find

himself face-to-face with Jack.

Jack: And it just got harder.

Xander: I'm not leaving till that thing's disarmed.

Jack: Then I guess you're not leaving.

He swings a right at Xander, which he blocks. Jack swings a high left,

which Xander ducks. Jack swings a right again, and this time hits Xander

in the jaw, making him stagger back into a wall. Jack pulls Katie out

and tries to stab Xander, but he catches Jack's arm and manages to hold

him back. Jack doesn't let up, though, and keeps pressing into him.

Xander glances over at the bomb, which is ticking away.

Jack: (angrily) I'm gonna carve you up and serve you with gravy. You

piss me off, boy. Now you pay the price. First the eyes, then the

tongue. I'm gonna break every one of your fingers.

Xander: You gonna do all that in forty-nine seconds?

Jack looks over at the bomb, and Xander seizes the opportunity to push

him back, grab him by the jacket and shove his head into the wall. He

pulls him back from the wall and punches him in the face. Jack comes

back up unfazed, grabs Xander by the pants and flips him over onto a

crate. He quickly gets back up, and the two boys start to come at each

other again, but then stop when they realize they don't have time for

this. Jack glances over at the exit sign above a door.

Xander: I know what you're thinkin'. Can I get by him? Get up the

stairs, out of the building, seconds ticking away... I don't love your

chances.

Jack: Then you'll die, too.

Xander: (raises his eyebrows) Yeah, looks like. So I guess the question

really is... who has less fear?

Jack: (tries to psyche Xander out) I'm not afraid to die. I'm already

dead.

Xander: Yeah, but this is different. Being blowed up isn't walking

around and drinking with your buddies dead. It's little bits being swept

up by a janitor dead, and I don't think you're ready for that.

He's proven right when Jack makes a move for the door. Xander matches

his move, and Jack realizes there's no way he can get out. They face

each other from opposite sides of the bomb. Xander is oddly calm whereas

Jack is clearly afraid.

Jack: Are you?

Xander: (glances at the bomb, smiles thinly) I like the quiet.

Cut to the library. Angel and Faith fight one of the Sisterhood. She

swings at Angel, but he ducks the punch. He swings at her, and hits her

dead in the face. Giles swings at the Hellmouth demon with an ax, still

trying to force it back the rest of the way as he recites the rest of

the binding spell.

Giles: Omnia... vasa... veritatis!

Translation: All things... the vessel... of truth!

Giles: Now, Buffy!

From above him, at the stack level, she starts to swing at the creature

with a battleaxe.

Cut to the boiler room. The two boys are still facing off with the bomb

between them. The timer counts down the last few seconds.

00:12, 00:11, 00:10, 00:09...

The boys stare each other down, both taking deep breaths.

00:08, 00:07, 00:06...

Xander stands his ground. Jack is starting to have second thoughts.

00:05, 00:04...

Xander gives Jack a little frown, saying in essence, "Too late now."

00:03, 00:02...

Jack caves and quickly reaches in and pulls a wire. The timer goes

blank. He drops the wires and pulls his hands away. It takes Xander a

moment to realize that it's over.

Xander: Good boy.

He steps over to Jack and looks him straight in the eyes.

Xander: I don't think I wanna be seeing you on campus anymore, Jack.

He goes over to the door he entered from, gives Jack one last look,

opens it and leaves, closing it behind him. Jack walks toward the other

door.

Jack: I'm not going anywhere, Harris. The first time you turn your

back...

He pulls the door open, and werewolf Oz jumps out at him. Jack screams

as he hits the floor and gets mauled.

Cut to the school the next day. Students come and go as though nothing

has happened. Dissolve to the quad. Students go about their business.

Willow: Even after the Hellmouth was closed, you could still hear it

screaming.

Dissolve to her, Buffy, Giles and Oz sitting at a lunch table. They all

sit quietly. Dissolve to a close-up of Giles and Oz.

Oz: But Angel's gonna be okay?

The camera pans over to Buffy and Willow. Buffy's right arm is in a

sling.

Buffy: He was only out for a few minutes. Longest of my life.

Willow: (shakes her head) I will never forget that thing's face. Its

*real* face, I mean.

Giles: Yes.

Buffy: (to Giles) I don't know how you managed. (he looks up at her) It

was the bravest thing I've ever seen.

Giles: (grins) Stupidest.

He turns his face revealing several nasty scratches across his left

cheek, ear and neck.

Giles: But the world continues to turn.

Willow: No one will ever know how close it came to stopping. Never know

what we did.

Xander: (finds them) Guys...

Willow: Xander. Boy, you're lucky you weren't at school last night. It

was crazed.

Xander: (shrugs) Well, uh, gimme the quiet life. (grins) I'm gonna grab

a snack. Anyone want?

Giles: (quietly) No, thank you.

Xander: Oz?

Oz: No. I'm oddly full today.

Xander: Okay.

He goes to get his snack, but runs into Cordelia, who is eager to begin

the game again.

Cordelia: Ooo, look, it's Mr. Excitement. On another life-or-death

doughnut mission, or are we just cruising for bimbos again, giving them

lessons in lack of cool?

He just smiles at her. If only she knew. Of course, she doesn't have a

clue.

Cordelia: What?

He smiles more broadly and just walks past her.

Cordelia: (unnerved) What?

Xander just keeps walking away, never looking back.

Cordelia: (insistently) What?!