1 INT. CRYPT - NIGHT

BUFFY and ANGEL are still mid-kiss. They break, holding each other.

ANGEL
Well, I guess that qualifies as "happy to see me."

BUFFY
Angel, what are you doing -- no. Don't even. I just wanna bask.

They look at each other, warm and giddy. The smile is still on Buffy's lips as she says:

BUFFY (cont'd)
Okay. I'm basked. What are you doing here?

ANGEL
Not saving the damsel in distress, that's for sure.

BUFFY
You know me. Not big with the damsel-ing.

ANGEL
(turning away)
Got your share of distress, though.

BUFFY
And then some. You heard?

Angel retrieves an accordion file from the corner.

ANGEL
I got coverage on the whole thing. Very gripping, needs a third act.

BUFFY
You have to leave L.A.

ANGEL
It's the First. Right? The First Evil, The power that tried to convince me to kill myself.

BUFFY
Yeah. It's gotten a little more ambitious since then. It's raising an army.

ANGEL
Well it failed once, and I'm here to tell you that --

CALEB Babe-Ruths a beam (or torch pole, or whatever) into Angel's head, sending him flying across the room. Angel lands face first, skids to a stop.

Buffy looks at Caleb. His eyes are black, dark blood dripping like
tears from them, from his nose and mouth. His voice is otherworldly, coming from everywhere.

CALEB
You ready to finish this, bitch?

END OF TEASER

ACT ONE

2 INT. CRYPT - NIGHT

Caleb rushes Buffy, swings at her. She blocks with the scythe. His
movements are more halting, but his strength is greater than ever. She stumbles back.

BUFFY
Okay, how many times do I have to kill you? Ballpark figure.

CALEB
You understand nothing.

He comes at her again and they engage, parry and blow.

ANGLE: SPIKE watches, not sure what to do.

Still they fight, over:

CALEB (cont'd)
You think you have power over me? I am everything. Everywhere.

BUFFY
Speech gettin' old

CALEB
Stupid girl. You'll never stop me. You don't have the b --

As he is saying it, she arcs the blade back and swings it up right
between his legs. We don't see it connect, of course, but we sure as hell see his expression when it does.

BUFFY
Well, who does nowadays?

A moment, and she uses both hands to RIP the blade upwards. We see
nothing of the damage, but some dark blood spatters her face as she
completes the scythe's arc upward. A moment, and we hear the body fall to one side of her -- then hear the other half fall to the other side.

Angel stands, spinning, furious.

ANGEL
Okay, now I'm pissed. Where is he?

Buffy indicates the floor to her left. Angel looks. Then she indicates the floor to her right. Angel looks, then back at her, impressed. Buffy smiles girlishly.

BUFFY
He had to split.

She snorts with dorkish laughter. Angel just shakes his head
reprovingly. She stops after a moment.

BUFFY (cont'd)
I'm sorry, I just... ahhhh... I haven't had a good pun in a while.

ANGEL
That would still be the case.

BUFFY
Hey! My kill, my wordplay.

ANGEL
(hands up)
I'm out of line.

BUFFY
Well, I'm still glad you're here.

ANGLE: SPIKE and the Buffy/First

BUFFY/FIRST
Yeah, she needs you real bad.

Spike just clenches his jaw.

As Buffy wipes the blood from her face Angel retrieves his folder,
pulls out some papers, handing them to Buffy. She scans them.

BUFFY
I'll have the guys run through this, see if there's anything new.
Reliable source?

ANGEL
Not remotely.

BUFFY
Well, any port in an apocalypse...

ANGEL
I brought something else as well.

He pulls the AMULET out of his pocket. She stares at it.

BUFFY
I can already tell you, I don't have anything that goes with this.

ANGEL
It's not for you.

BUFFY
Splainy?

ANGEL
I don't know everything. It's very powerful and probably very
dangerous. Has a purifying power... or a cleansing power - or possibly scrubbing bubbles, the translation is... anyway it bestows strength, worn by the right person.

BUFFY
And the right person is...

ANGEL
Someone ensouled, but stronger than human. A champion. As in me.

BUFFY
Or me.

ANGEL
No. I don't know nearly enough about this to risk you wearing it.
Besides, you've already got that cool axe-thing.

BUFFY
So you're gonna be with me in this.

ANGEL
Shoulder to shoulder. I'm yours.

ANGLE: SPIKE silently retreats.

Buffy looks at Angel warmly.

BUFFY
No.

ANGEL
No, what?

BUFFY
No, you're not gonna be in this fight.

She starts to leave as he follows, unhappy. Stops her near the
entrance.

ANGEL
Why the hell not?

BUFFY
'Cause I can't risk you.

ANGEL
You need me in this.

BUFFY
No, I need you gone.

ANGEL
Why?

She thinks a moment, before:

BUFFY
If I lose... if this gets past Sunnydale, then it's days -- or hours -- before the rest of the world goes. I need a second front, and I need you to run it.

ANGEL
If I'm here we have a better shot at capping this thing. I've read the files --

BUFFY
Well I've lived the files and I... if I can't win this... it's my
fight, Angel. It might be my last. But it's mine.

A beat, as he takes it in.

ANGEL
Okay. That's one reason. What's the other?

BUFFY
There is no other.

3 EXT. GRAVEYARD - NIGHT

She exits, gets a few yards away before he appears at the entrance,
calling after her:

ANGEL
Is it Spike?

She stops, turns. Not overly anxious to look him in the eye. He
approaches.

ANGEL (cont'd)
You're not telling me something. And... his scent. I remember it pretty well.

BUFFY
You vampires... did anybody ever tell you that the whole smelling
everybody thing is a little gross?

ANGEL
Is he your boyfriend?

BUFFY
Is that your business?

ANGEL
Are you in love with him?

Beat. Buffy can't answer.

ANGEL (cont'd)
Maybe I'm outta line, but this is kind of a curveball for me. We are talking about Spike here.

BUFFY
It's different. He's different. He has a soul now.

ANGEL
Oh. Well.

BUFFY
What.

ANGEL
No, no, that's great.
(mumbling)
Everyone's got a soul now.

BUFFY
What are you, pissed?

ANGEL
No, it's great. One for our side.

BUFFY
He'll make a difference.

ANGEL
(almost to himself)
You know, I started it.
(right to her)
The whole... having a soul. Before it was all the "cool new thing"...

BUFFY
Oh my god, are you twelve?

ANGEL
I'm gettin' the brush off for Captain Peroxide, it doesn't bring out the champion in me.

BUFFY
It's not the brush off. Having both of you here would be... confusing.

ANGEL
For who?

BUFFY
Everybody! Why are you so -- Are you gonna come by and get all Dawson on me every time I have a boyfriend?

ANGEL
Aha! Boyfriend!

BUFFY
He's not! But...
(thinks about it)
He is in my heart.

ANGEL
That'll end well.

BUFFY
And what was the highlight of our relationship? The time you broke up with me or the time I killed you?

He backs down, the fight going out of both of them. She leans against a crypt, placing the file atop it.

BUFFY (cont'd)
I'm well aware of my stellar history with guys, and no, I don't see fat grandchildren in the offing with Spike, but... I don't think that matters right now.
(thinks a moment)
You know, in the midst of all this... insanity, couple things are
actually starting to make sense. And the guy thing...

He joins her, also leaning on the crypt.

BUFFY (cont'd)
You know, I've always figured there was something wrong with me, 'cause I never made it work. But maybe I'm not supposed to.

ANGEL
Because you're the Slayer?

BUFFY
Because... okay, I'm cookie dough, okay?

ANGEL
Yet another curveball...

BUFFY
I'm not done baking yet. I'm not finished becoming... whoever the hell it is I'm gonna turn out to be. I've been looking for someone to make me feel whole, and maybe I just need to be whole. I make it through this, and the next thing, and the next... maybe one day I turn around and realize I'm ready. I'm cookies. And then if I want someone to eat m -- or, to enjoy warm delicious cookie-me, then that's fine. That'll be then. When I'm done.

ANGEL
Any thoughts on who might enjoy... do I have to go with the cookie
analogy?

BUFFY
I don't really think that far ahead. That's kind of the point.

ANGEL
I get it.

A beat, and he hands her the amulet.

ANGEL (cont'd)
I'll start working on a second front. Make sure I don't have to use it.

A beat, his hands on hers, and he starts off.

BUFFY
Angel. I do. Sometimes... think that far ahead.

He stops, smiles a bit.

BUFFY (cont'd)
We both have our lives, but... sometimes...

ANGEL
Sometimes is something.

BUFFY
It'd be a long time coming. Years, if ever.

He walks backwards into the dark, smiling at her.

ANGEL
I ain't gettin' any older.

He disappears into shadow. She watches him go.

4 INT. SUMMERS' HOME - FOYER/LIVING ROOM/DINING ROOM - NIGHT

Buffy enters, contemplative. She closes the door and then looks up to see DAWN glaring at her. She looks over and XANDER is sitting in the dining room, looking pained and sheepish. ANYA rubbing his head. GILES and WILLOW are also there. Buffy looks back at Dawn.

Dawn silently kicks Buffy in the shin. A beat.

BUFFY
Ow...

DAWN
Dumbass.

Buffy looks over at Xander, who just throws up his hands.

XANDER
Don't look at me, this is a Summers' thing. It's all very violent.

BUFFY
(to Dawn)
You get killed, I'm telling.

WILLOW
Did you find out anything about the scythe?

BUFFY
I found out it slices, dices and makes julienne Preacher.

GILES
Caleb?

BUFFY
I cut him in half. I'm not gonna lie, it was pretty neat.

WILLOW
Well all right!

ANYA
He had that coming.

XANDER
Party in my eye-socket and everyone's invited!
(beat)
Sometimes I shouldn't say words.

BUFFY
(re: scythe)
I did find out some history on this puppy. I'll fill you in -- And I got some...
(hands over files)
...files, might be helpful, and
(produces amulet)
This. Supposed to be powerful, don't know much more.

GILES
Where'd you get all this?

BUFFY
Angel.

DAWN
Angel?

GILES
He's here.

BUFFY
I sent him back to L.A. To prepare.

She heads out toward the basement, turning back to add:

BUFFY (cont'd)
If we fail.

XANDER
Operative word "If."

ANYA
Operative word "Fail."

DAWN
Or, operative word "Wheeee!"
(crickets)
Nobody gets me.

5 INT. SUMMERS' HOME - BASEMENT - NIGHT

Buffy comes down the steps. Spike sits in the moonlight, no shirt,
looking off. Sees her.

SPIKE
So where's Tall, Dark and Forehead?

BUFFY
Let me guess. You can smell him.

SPIKE
Yeah, that and I also used my heightened vampire eyeballs to watch you kissing him.

Busted.

BUFFY
It was a... hello. I was surprised.

SPIKE
Most people don't use their tongues to say hello. Or, I guess they do.

BUFFY
There was no tongues. Besides, he's gone.

SPIKE
Just popped round for a quickie, then?

BUFFY
Good, good, I haven't had quite enough jealous vampire crap.

SPIKE
He wears lifts, you know.

BUFFY
One of these days, I'm just gonna put you two in a room and let you
rassle it out.

SPIKE
No problem at this end.

BUFFY
(warming up to it)
There could maybe be oil of some kind involved...

SPIKE
Where's the trinket?

BUFFY
The who-ket?

SPIKE
The pretty necklace your sweetie-bear gave you. The one with all the power. I believe it's mine now.

BUFFY
How do you figure?

SPIKE
Someone with a soul, but more than human... Angel meant to wear it,
that means I'm the qualified party.

BUFFY
It's volatile. We don't know...

SPIKE
You need someone strong to bear it then. You were planning on giving it to Andrew?

BUFFY
Angel said... this amulet is meant to be worn by a champion.

A beat, as he deflates. Then Buffy holds it out to him, and he
understands her meaning. Slowly takes it.

SPIKE
Been called a lot of things in my time...

BUFFY
I want you to be careful.

SPIKE
You're talking to the wrong guy, love.
(feeling it)
This is powerful.

A beat, as he turns it over in his hand.

BUFFY
(quietly)
Faith's still got my room.

SPIKE
(looks up)
Well you're not staying here! Can't buy me off with shiny beads and
sweet talk -- you've got Angel breath.

She looks down, nods quietly.

SPIKE (cont'd)
Won't just let you whack me back and forth like a rubber ball. I've got my pride, you know.

She starts to go.

BUFFY
I understand.

SPIKE
(moves to block)
Clearly you don't, since that whole "having my pride" thing was a
smokescreen.

BUFFY
(very relieved)
Oh thank god.

SPIKE
I don't know what I would have done if you'd gone up those stairs.

She touches his face.

BUFFY
Let's not find out.

6 INT. SUMMERS' HOME - BASEMENT - NIGHT

It is later, and Buffy is wrapped in Spike's arms, facing away from
him. They both wear enough to indicate they did not get sweaty. Spike sleeps, but Buffy cannot. She looks at his hand, resting on the bed in front of her. Runs her hand along it.

After a momment, Spike rolls over, and Buffy takes the opportunity to sit up. She's wearing sweatshorts or something modest and sleepingly. Gets up and crosses to the window, looks out it, bathed in moonlight.

Caleb emerges from the darkness right next to her.

CALEB/FIRST
Pretty, ain't it?

She jumps a bit, then recovers.

BUFFY
You're not him.

CALEB/FIRST
No, you killed him right and proper. Terrible loss. This man was my
good right arm. 'Course, it doesn't pain me too much. Don't need an arm. Got an army.

BUFFY
An army of vampires. However will I fight a bunch of -- oh right, I've been doing that for years!

CALEB/FIRST
Every day our numbers swell. But then, you do have an army of your own. Some thirty-odd pimply-faced girls don't know the pointy end of a stake, maybe I should call this off!

BUFFY
Have you ever considered a cool name? Since you're incorporeal and
basically powerless you could call yourself "The Taunter." Strikes fear...

CALEB/FIRST
I will overrun this earth.

BUFFY
You know how many people have said that to me?

CALEB/FIRST
I do, since they all had a small part of me in them. Whereas I have all of me in me, so I like my chances somewhat better. And when my army outnumbers the humans on this earth the scales will tip and I will be made flesh.

BUFFY
Talk on. I'm not afraid of you.

CALEB/FIRST
Then why aren't you asleep in your dead lover's arms?

She looks over at Spike, doesn't answer.

CALEB/FIRST
'Cause he can't help you. Nor Faith nor your friends... certainly not your little wannaslay brigade. None of those girlies will ever know real power unless you're dead. You know the drill:

And here he morphs into Buffy herself, coming close to say:

BUFFY/FIRST
Into every generation, a Slayer is born. One girl in all the world. She alone will have the strength and skill to fight the... well there's that word again. What you are. How you'll die. Alone.

Buffy takes this in, says nothing.

BUFFY/FIRST (cont'd)
Where's your snappy comeback?

BUFFY
(softly)
You're right.

BUFFY/FIRST
Mmm. Not your best.

SPIKE
I'm drowning in footwear!

Buffy looks over at Spike, who wakes with a start. She looks back to Spike, who shakes it off:

SPIKE (cont'd)
Weird dream.

She doesn't answer.

SPIKE (cont'd)
Buffy? Is something wrong?

She takes her time looking back at him, something quietly building in her.

BUFFY
No. Yes. I just realized something. Something that really never
occurred to me before.

He sits up, quizzical.

BUFFY (cont'd)
We're gonna win.

END OF ACT ONE

ACT TWO

7 INT. SUMMERS' HOME - BUFFY'S BEDROOM - DAY

Buffy is there with the gang (Dawn, FAITH, Xander, Willow, Giles,
Anya). Buffy has the scythe. Faith is out of bed, working out the kinks in her neck and arms, testing her strength as she listens.

BUFFY
Well? What do you think?

A beat.

XANDER
That depends.
(sincere question)
Are you kidding?

BUFFY
You don't think it's a good idea?

FAITH
It's pretty radical, B.

GILES
It's a lot more than that. Buffy what you're talking about flies in the face of everything we've ever -- that every generation has ever done in the fight against evil.
(smiles)
I think it's bloody brilliant.

BUFFY
You mean that?

GILES
If you want my opinion.

BUFFY
I really do.

WILLOW
Whoa hey, not to poop on the party, but I'm the guy who's gonna have to pull this off.

FAITH
It is beaucoup d'mojo...

DAWN
Is it even possible?

GILES
I believe it is, if what Buffy has told us about this weapon is true.

WILLOW
Not to careen back to the me subject, but... I'm... this is beyond
anything I've ever done. This is a total loss of control, and not in a nice wholesome, my-girl-friend-has-a-pierced-tongue way.

BUFFY
I wouldn't ask if I didn't think you could do it.

WILLOW
I'm just not sure I'm stable enough to --

ANYA
Oh, sure y'are. You're as stable as the molecules in Mister Fantastic's uniform, am I right?

XANDER
Oh, you just couldn't have picked a worse example.

GILES
You're going to do this, Willow. Get the coven on the line, see how
they can help. I'll --

DAWN
Oh!
(off their looks)
"pierced tongue"

BUFFY
(quickly)
Dawn should do a research thing.

GILES
Yes, you --

DAWN
It's cool. Watcher Junior to the library.
(as she goes, to Buffy)
You get to save the world, I get more homework.

BUFFY
You could have been in Oxnard...

GILES
I'll start digging up my sources. Literally, actually; there's one or two people I need to talk to who are dead.

ANYA
(to Xander)
Come on. Let's go assemble the cannon fodder.

XANDER
We're not calling them that, sweetie.

ANYA
Not to their faces -- what am I, insensitive?

BUFFY
Willow...

WILLOW
(re: scythe)
I'm gonna need to run an energy scan on that puppy. To start with.

FAITH
Sure you're ready to give it up?

As Buffy hands the scythe to Willow...

BUFFY (V.O.)
I hate this.

8 INT. SUMMERS' HOME - LIVING ROOM - DAY

Every single person ever is in the house, packed like th' little
fishes. There is just enough room for Buffy to pace a little,
inspirational-seargant(sic)-style, as she speaks. The newbies await Buffy's latest proclamation with initial distrust.

BUFFY
I hate being here. I hate that you have to be here. I hate that there's evil, that it's growing, and I hate that I was chosen to fight it. I wish, a whole lot of the time, that I hadn't been.
(smiling wryly)
I know a lot of you wish I hadn't been either.

KENNEDY and VI smile a bit, others look embarrassed.

BUFFY (cont'd)
But this isn't about wishes. This is about choices. I never had one. I was chosen. And I accept that. I'm not asking you to accept anything. I'm asking you to make your own choice. I believe we can beat this evil -- not when it comes, not after its army is ready, but now. Tomorrow morning I'm opening the Seal. I'm going down into the Hellmouth and I'm going to finish it once and for all.

We see the gang as Buffy continues:

BUFFY (cont'd)
I've got strong allies: warriors, charms, sorcerers, and I'll need them all. But I'll also need you. Every single one of you. So now you're asking yourself, "What makes this different? What makes us anything more than a bunch of girls getting picked off one by one?" It's true none of you has the power Faith and I have. I think both of us would have to die for a new Slayer to be called, and we can't even be sure that girl is in this room. That's the rule. So here's the part where you make a choice.

9 INT. SUNNYDALE HIGH SCHOOL - BASEMENT - DAY

Faith and WOOD finish moving something big and metal in front of a
grate. Sweaty work.

WOOD
It's a hell of a risky idea.

FAITH
Buffy's wacky that way.

WOOD
There's one more vent right by the stairs.
(they head for it)
We block that, they got no sewer access, should drive them up into the school proper.

FAITH
That's assuming they get past us.

WOOD
Which, no offence, I am.

FAITH
Come on, you gotta have a little faith.

WOOD
(sardonic)
Think I've had my share, thanks.

FAITH
Well I trundled right into that, didn't I. Look, I'm sorry if it seemed like I was blowing you off the other day. I was just trying to, you know... blow you off.

They start covering the vent by the stairs with stuff.

WOOD
I figured that out all by myself.

FAITH
It's nothing personal, it's just... after I get bouncy with a guy,
there's not a whole lot more I need to know about him.

WOOD
That's bleak.

FAITH
Way of the world.

WOOD
Good to know. For a second there, I was mistaking it for more
defensive, isolationist Slayer crap.

FAITH
And he comes out swingin'...

WOOD
There is a whole world you don't even know about, and a lot of the men in it are pretty decent guys. They'd surprise you.

FAITH
Guy looks at me, let's just say his priorities shift.

WOOD
'Cause you're so hot?

FAITH
Is what it is, yo.

WOOD
Please. I'm much prettier than you.

Faith starts in open-mouthed, victorian shock -- she actually puts a hand to her breast.

WOOD (cont'd)
And for the record, our little encounter didn't exactly change my
world.

FAITH
You're tripping! That was rock 'em sock 'em!

WOOD
Oh, it was nice enough... you're very... enthused... with a little more experience I think you'll really...

FAITH
Dude, I got mad skills!

WOOD
No, of course.
(re: work)
Let's finish up.

FAITH
Hell with that. We're going again. You're gonna learn a little respect here, pal.

She starts pulling off her shirt, Wood stopping her with:

WOOD
Faith. Make me a deal. We live through this, you give me the chance to surprise you.

FAITH
(suspicious)
Well, what would be the surprise?

WOOD
You do know the meaning of the word, right?

FAITH
Fine. Deal.

WOOD
Good enough.

They start moving heavy shit again.

FAITH
No way are you prettier than me.

WOOD
Little bit.

10 INT. SUMMERS' HOME - WILLOW'S BEDROOM - NIGHT

Willow has the scythe on her bed, along with a bunch of books and
papers, mystical objects, and Kennedy. Willow is scribbling down a mystical equation, looking nervous as a kitten.

WILLOW
I really wish she hadn't said that about me.

KENNEDY
What, the thing Buffy said? I think it's true.

WILLOW
(hapless face)
Ehheh.

KENNEDY
I'll be with you. To keep you grounded.

WILLOW
(spear-jab motion)
You may have to keep me stabbed... if I go to the bad place.

KENNEDY
You're saying I might have to kill you.

WILLOW
I am.

KENNEDY
Bite me.

WILLOW
I will. I mean, I do. Mean it. If I go south, you gotta protect the
others.

KENNEDY
It's not gonna happen.

WILLOW
The darkest place I've ever been -- this is what lies beyond that. This is too important for me to...

KENNEDY
Buffy believes in you.

WILLOW
You know, Buffy: Sweet girl, not that bright.

KENNEDY
Hey, I'm the first to call her out when she's not making sense... in fact this may have escaped your keen notice, but I'm kind of a brat. I've sort of always gotten my way. So you're gonna make it through this, no matter how dark it gets. Because now... you're my way.

AnD smooch.

WILLOW
I better go over it again.

11 INT. SUMMERS' HOME - DINING ROOM - NIGHT

Giles sits at the table with Xander. There is a pile of books and plans before us, so we can't see the mpa they are referring to. AMANDA looks on, and an ND potential. They are tired, but earnest.

GILES
I've gotten turned around. You're here.

XANDER
By the pillar, yeah. I'm protecting this area.

GILES
That puts me here. By the door. Demons around the perimeter... right. So I open the door.

Widen to find ANDREW, reading from an old rule book with some
handwritten notes on loose leaf. And, oh, yeah, he's wearing a red cloak, hood up.

ANDREW
You go through the door... you are confronted by Trogdor the
Burninator.

GILES
Bugger all. Fight.

Giles rolls ten-sided dice.

ANDREW
Adios to five hit points. Trogdor has badly wounded you.

GILES
What about my bag of illusions?

ANDREW
Illusions? Against a burninator?
(chuckles)
Silly, silly British man.

AMANDA
I invoke a time flux on Trogdor.

ANDREW
Step down, girlfriend, you can't just --

AMANDA
Ninth level sorcerer, and I carry the emerald chalice. Trogdor is
frozen in time, deal with it.

XANDER
Smackdown on red riding hood! This could get ugly.

GILES
Could it possibly get uglier? I used to be a highly respected Watcher. Now I'm a wounded dwarf with the mystical strength of a doily.
(rubs his eyes)
I wish I could just sleep.

AMANDA
What kind of person could sleep on a night like this?

WIDEN to find Anya, head on the table, snoring away. Xander puts a hand on her head, affectionately.

XANDER
Only the crazy ones.

12 INT. SUMMERS' HOME - DAWN'S BEDROOM - NIGHT

A messload of Potentials are in the room, some with sleeping bags, some just hanging, all more or less sitting at the feet or Dawn, who sits on her bed, in mid-tale.

DAWN
And the Master grabbed Buffy from behind and bit her, she tried to move but he was too strong, he fed on her blood and he tossed her in the water, cackling insanely as the bubbles rose around her and she slowly drowned to death.

VI
(upset)
Do you have any other stories?

DAWN
She gets up again, it's very romantic. Guys, you gotta stop worrying. It's Buffy. She always saves the day.

14 INT. SUMMERS' HOME - BASEMENT - NIGHT

Spike sits, shirted this time, on the bed. He looks at the amulet,
thinking.

He stands as Buffy comes down the stairs. They stand on opposite sides of the room, looking at each other.

Part Two

15 EXT. SUNNYDALE HIGH SCHOOL - DAY
Tableau: the deserted school. A couple of buses, one of them half way in the road, doors open.

We push in at the school, slowly, until Wood blows past us, girls in tow, and we see the gang headed in.

16 INT. SUNNYDALE HIGH SCHOOL - DAY

We're still behind Wood as he leads the group, that we now see includes Buffy, stopping at the big space at the bottom of the stairs.

WOOD
Welcome to Sunnydale High. There's no running in the halls, no yelling and no gum. Apart from that we have only one rule.
(stops and turns)
If they move, kill 'em.

BUFFY
Potentials are in the basement, follow Faith and Spike.

Spike and Faith herd the girls down the hall.

XANDER
If you have to go to the bathroom, it's on the left. If you don't have to go to the bathroom, picture what you're about to face. Better to go NOW.

The gang clusters around this area as orders and plans continue to
rattle out of people:

WOOD
Willow, my office is through there.

BUFFY
It's right over the Seal.

KENNEDY
(takes Will's bag)
I'll start getting you set up.

WILLOW
Thanks.

WOOD
Okay, civilians. The vampires get upstairs we have three areas they
could get through to another building and down into the sewers.

The camera whips around him as he points them out.

WOOD (cont'd)
Down the hall in the atrium, the north hall here, and the primary
target, through the lounge to the science building.

GILES
Teams of two then, and I suggest you and I take the lounge.

WOOD
I concur.

BUFFY
Xander, I want you with Dawn.

XANDER
I concur.

DAWN
We'll take the atrium.

ANYA
So that leaves me and the dungeon master in the north hall.

ANDREW
We will defend it with our very lives.

ANYA
Yes, we'll defend it with his very life.

XANDER
Don't be afraid to use him as a human shield.

ANYA
Good, yes, thanks.

ANDREW
And I just wanna say how proud I am to die for this really special
cause with you guys.
(unfolding paper)
There's some people I'd like to thank, both good and evil... a shout out to my brother Tucker, who gave me the inspiration to summon demons and also --

ANYA
Nobody cares, ya little monkey.

Anya drags Andrew off as Wood also goes off into his corner.

DAWN
I'm gonna check out our field of engagement.

She starts down the hall. Buffy goes after her...

BUFFY
Dawn...

DAWN
No.

Dawn turns back, not waiting for Buffy to speak.

DAWN (cont'd)
Anything you say is gonna sound like goodbye.

And she turns and goes. Buffy watches her. Turns back and joins the
group.

There is a moment, all of them looking at each other, and we realize it's the original four: Buffy, Giles, Willow and Xander. The camera slowly circles around them as they realize it too, look at each other with unspoken feeling. Finally:

BUFFY
So. What do you guys wanna do tomorrow?

WILLOW
Nothing strenuous...

XANDER
Mini-golf is always the first thing that comes to mind.

GILES
Well, I think we can do better than that.

BUFFY
I'm pretty much thinking about shopping. As usual.

WILLOW
There's an Agnes B. in the new mall!

XANDER
I could use a few items.

GILES
Well, no, aren't we gonna discuss this? We're saving the world to go to the mall?

BUFFY
I'm having a wicked shoe craving.

XANDER
Aren't you on the patch?

WILLOW
Those never work.

GILES
And I'm just here, invisible to the eye, not having any vote...

And the kids are headed off, leaving Giles to watch them.

XANDER
See, it's the eye-patch thing.

BUFFY
Right, do you go with the full black secret agent look --

WILLOW
Or the puffy shirt pirate-slash-poet feel. Sensitive yet manly...

XANDER
Now you're gettin' a little renaissance fair on me.

BUFFY
It's a fine line.

Giles turns away from them.

GILES
The earth is definitely doomed.

He heads off ot his corner.

ANGLE: The three of them. They walk together, in slightly slow motion, down the hall. Willow peels off, then Xander, everyone casually talking, any other day, until Buffy is alone. there is no sound save music.

17 INT. SUNNYDALE HIGH - BASEMENT HALL/SEAL ROOM - DAY

Buffy comes down the stairs and on top of the music we hear voices,
remembered voices, phrases from her past -- her first meetings with her friends, key moments together, it all builds and jumbles in her head as she walks along the hall until she reaches

SPIKE
Time to go to work, love.

He is standing at the end of the hall. He indicates the Potentials.
Some are crowded outside the chamber 'cause there's not enough room for everyone. Buffy is let through, moves to the edge of the Seal, next to Faith, who holds out Andrew's knife.

FAITH
You're first, B.

Buffy takes the knife, cuts her hand, lets it drip onto the Seal. Faith takes the knife --

FAITH (cont'd)
Pucker up, ladies. We're going to Hell.

--and slices her own hand with casual aplomb.

Hands over the knife to Amanda, who is much more hesitant...

DISSOLVE TO:

18 INT. SUNNYDALE HIGH - SEAL ROOM - A BIT LATER

As girls all around the circle are holding out their hands...

ANGLE: The SEAL -- starts to open.

A moment of watching it, and Buffy starts down.

19 INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - DAY

Willow sits on the floor, the scythe in front of her and mystical
objects arranged. Kennedy watches her from the other side of the room.

WILLOW
They should be in place. Okay. Magic time. You ready to... heh heh... kill me?

KENNEDY
Starting to be...

WILLOW
Great. Pun. Right.
(takes a breath)
Brace yourself.

She shuts her eyes.

KENNEDY
(quietly)
Come on, Red. Make it happen.

20 INT. CAVERN - DAY

Buffy, Faith and a few girls have climbed down, as more follow. Spike comes abreast of Buffy.

SPIKE
Not to be a buzzkill, luv, but my fabulous accessory isn't exactly
tingling with power.

BUFFY
I'm not worried.

SPIKE
I'm getting zero juice here. And I look like Elizabeth Taylor.

FAITH
Cheer up, Liz. Willow's big spell doesn't work, won't matter what you wear.

BUFFY
I'm not worried.

She is looking straight ahead and the others now pay attention as they approach:

ANGLE: THE PRECIPICE, beyond which is an ENDLESS cavern swarming with THOUSANDS of Ubervamps.

ANGLE: OUR GUYS stare down at them.

BUFFY (cont'd)
(catatonic)
I'm not worried...

RONA
(whisper)
Really? 'Cause I'm flashing back to Xander's whole bathroom speech.

AMANDA
Buffy?

BUFFY
(closes her eyes)
Now Willow Now Willow Now....

AMANDA
(more worried)
Buffy...

BUFFY
I'm not worried! As long as Willow can work the spell before they --

As one, the vamps see the girls and charge, screaming.

BUFFY (cont'd)
-- see us.

END OF ACT TWO

ACT THREE

21 INT. CAVERN - CONTINUING

The girls await the really noisy death approaching from off camera.
They are, hey, terrified.

BUFFY
(sooo quiet)
Willow...

22 INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - CONTINUING

Willow is mumbling something rapidfire under her breath.

KENNEDY
Willow?

Willow stabs her a SHUT UP look, her lips still moving.

23 INT. COVERN - CONTINUING

On Buffy and Faith, starting to think about retreat...

24 INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - CONTINUING

Willow suddenly tenses up, eyes wide, as light begins to fill the
room... We do a series of quick dissolves, moving in at her...

WILLOW
Oh...

WILLOW (cont'd)
My...

WILLOW (cont'd)
Goddess.

Kennedy falls back, slammed by something unseen.

KENNEDY
NNnnhhhhaahhhh....

25 INT. SUMMERS' HOME - LIVING ROOM - DAY (DAY 2)

We flash back now to the second half of Buffy's speech to the
Potentials, picking it up again at:

BUFFY
So here's the part where you make a choice.

And we lay in a SERIES OF IMAGES to be INTERCUT with the living room scene. Some of Buffy's speech we see, some we just hear over the images. What she has to say is this:

BUFFY (cont'd)
What if you could have that power? Now. All of you. In every generation one Slayer is born because a bunch of guys that died thousands of years ago made up that rule. They were powerful men.
(points to Willow)
This woman is more powerful than all of them combined. So I say we
change the rules. I say my power should be our power. Tomorrow Willow will use the essence of this scythe, that contains the energy and history of so many Slayers, to change our destiny. From now on, every girl in the world who might be a Slayer, will be a Slayer. Every girl who could have the power, will have the power. Who can stand up, will stand up. Every one of you, and girls we've never known, and generations to come... they will have strength they never dreamed of, and more than that, they will have each other. Slayers. Every one of us. Make your choice. Are you ready to be strong?

And what we see is the present, the moment of the spell's consummation, in different places:

26 INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - DAY

Kennedy's head rears into frame, her eyes sparkling with power.

27 INT. CAVERN - DAY

We steadicam along the row of Potentials as they too absorb the power.

It's a rushing wind, a hammer blow, it's hard, soft, confusing, a first orgasm, a perfect equation, a fevered dream... it's power.

And it's happening everywhere.

28 INT. INDIA - NIGHT

A GIRL has fallen to the floor, wide-eyed as the power and knowledge course through her.

29 INT. INNER CITY SCHOOL - DAY

Unnoticed by the throng, an AFRICAN AMERICAN GIRL leans against her
locker, breathing hard, looking almost puzzled.

30 INT. TRAILER - DAY

We see the back of a beefy fellow as he is about to strike someone -- and HER hand blocks his blow. She rises into frame, slightly bruised and bleeding, but with a cold fury in her eyes that suggests that won't be happening again.

31 INT. JAPANESE HOME - NIGHT

The family is having dinner as the DAUGHTER backs away from the table, trying to keep her balance.

32 EXT. BASEBALL DIAMOND - DAY

A twelve year old girl stands uncertainly at the plate as the power
higs her: she takes it in, looking down in confusion.... then looking back up, slowly, her stance straightening and a wicked grin on her face.

AND FINALLY BACK TO:

33 INT. CAVERN - CONTINUING

As the girls come out of slo-mo and into their own.

AMANDA
Sweet fancy moses.

Buffy and Faith beam at each other.

FAITH
You feel that?

BUFFY
I really do.

Faith looks ahead, they all steel themselves, various expressions of readiness and uncertainty on various faces...

FAITH
Everybody, hold the line...

VI
(dead cool)
These guys are dust.

And the first wave hits, the vamps cresting the edges en masse,
swarming over the girls --

Sorry. "Slayers". Who take the horde and beat it back, every single one of them slicing, kicking, twirling, punching, slaying like they've been doing it all their lives.

They are taking out a bunch (Spike keeping his end up just fine, thank you), holding off others -- but the vamps keep coming, endlessley. It's brutal and dark and sweaty and bloody and I love it. I love it.

34 INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - DAY

Kennedy is giddy, still out there.

KENNEDY
Oh, this is...

She stops, the smile leaving her face as she sees Willow.

KENNEDY (cont'd)
(small voice)
Willow?

ANGLE: WILLOW

Is blown by a force so powerful, so loving, that she is bathed in pure white wind, her hair is actually white, streaming out behind her, her smile a bowl to catch her tears.

A moment of transcedence, then it ends, the wind sucking out of her and her appearence returning to normal. She is clearly completely spent.

KENNEDY (cont'd)
You are a Goddess.

WILLOW
And you're a Slayer.

She tosses Kennedy the scythe.

WILLOW (cont'd)
Get this to Buffy.

Kennedy looks at her for a moment, then runs off. Willow collapses onto her side, giggling like a dope.

WILLOW (cont'd)
That was nifty.

35 INT. CAVERN - DAY

Buffy is near the edge, fighting just about everyone she can touch. She tosses a vamp over the side, stakes another, then takes a couple of brutal hits.

Kennedy jumps down through the Seal opening, calls out:

KENNEDY
Buffy! Catch!

And she hurls the scythe right at her.

ANGLE: THE SCYTHE twirls through the air.

Buffy is fighting, catches it without even looking back, and dispatches two vamps immediately.

Kennedy is attacked and jumps high, kicks hard -- pummels vamps with newfound power.

KENNEDY (cont'd)
Oh, I could get used to this.

ANGLE: SPIKE

Doing his thing.

ANGLE: AMANDA AND VI

Doing something surprisingly similar to Spike's thing.

ANGLE: BUFFY

As she flips the axe in her hand for the big swing and we see:

SLO MO TABLEAU:

The war. Buffy in foreground, axe swinging through an already dusting vamp, a war cry bursting from her mouth. Faith beside her, kicking the face of another vamp. In mid air in the background, a vamp and a Slayer LEAP at each other, above the heads of the warring crowd. There is nothing to see here but the sprawling, brawling mob. Everybody's kung fu fighting.

ANGLE: A few vamps get thrown into the back, see the Seal opening and scurry up it. More follow.

36 INT. SUNNYDALE HIGH SCHOOL - LOUNGE - DAY

Giles and Wood look at each other -- they can hear them. Giles has a hand rolled cigarette. He offers it to Wood, who declines, blowing out a little smoke as Giles stamps out the cigarette. They hoist their swords.

37 INT. SUNNYDALE HIGH SCHOOL - ATRIUM - DAY

Xander and Dawn also wait.

DAWN
You were gonna take me to Oxnard?

XANDER
I know some people there. You're in my blind spot.

DAWN
Ooh.

She gingerly and swiftly changes sides with him.

38 INT. SUNNYDALE HIGH SCHOOL - NORTH HALL - DAY

Andrew and Anya, also in wait mode.

ANDREW
I think they're coming...

ANYA
Oh God. I'm terrified. I didn't think... I just figured you would be terrified and I would be sarcastic about it.

[MISSING
PARTS 44-48]

47 CONTINUED:

SLO MO: Buffy rises. Sweaty, bloodied, hair in her face, but nothing but resolve in her eyes. The First is nowhere in sight as she takes a step forward, two, stumbling, hunched steps...

Rona sees her and throws her the scythe. Buffy catches it. Stands a
little straighter.

And SCREAMS, and swings the back of the axe like it's a bat, knocking five vamps back and over the edge in one blow. Sauron himself would be, like, "dude..."

ANGLE: The pile of vamps on Faith flies back as she kicks out -- Faith kips up, also bloodied, also unbroken.

And the girls turn the tide, forcing the vamps back, many of them
falling over the edge -- and at least one Slayer going with them.

ANGLE: SPIKE stumbles under the Seal opening.

SPIKE
Oh, bollocks.

And energy SHOOTS up from him, straight through

48 INT. SUNNYDALE HIGH - SEAL CHAMBER - CONTINUING

and up into

49 INT. SUNNYDALE HIGH - PRINCIPAL WOOD'S OFFICE - CONTINUING

bursting through the floor, narrowly missing the still-prone Willow, and continuing through the ceiling, from whence the noon sun pours straight back down.

WILLOW
I didn't do that...

50 INT. CAVERN - CONTINUING

The sun hits Spike and he is pinned, pain and something else building in him.

SPIKE
Buffy...

She sees, racing to him --

BUFFY
Spike!

And has to dive out of the way as a prismed ray of pure, soulful
sunlight blasts out of the amulet and into the cavern. It wipes out the vamps instantly -- and even starts tearing apart the cavern.

FAITH
Everybody out! Now!

The girls fight their way to the exit. Everything is shaking. Buffy
comes to Spike. He is pinned in place, energy still blasting from him.

SPIKE
I can feel it, Buffy.

BUFFY
What?

SPIKE
My soul. It's really there. Kinda stings.

51 INT. SAME - DAY

As debris falls and everything shakes, the Slayers run out toward the entrance.

52 EXT. SUNNYDALE HIGH SCHOOL - CONTINUING

Giles is helping Wood toward:

WOOD
The bus! Get 'em on the bus!

GILES
Everybody! This way!

53 INT. SUNNYDALE HIGH SCHOOL - DAY

Kennedy helps Willow out, as Dawn pulls on Xander, who is calling out:

XANDER
Anya! ANYA!

We see, as he cannot, her corpse, hidden by debris and fallen Bringers.

ANGLE: A BRINGER -- the one that jumped on Andrew falls away, Andrew's sword in his chest. Andrew is bloodied but alive, and completely wigged by the fact.

ANDREW
Why...

A girl grabs him, hauls him out.

54 INT. CAVERN - CONTINUING

Buffy hasn't left Spike's side.

SPIKE
Gon on, then...

BUFFY
You've done enough, you can still --

SPIKE
No. You beat 'em back, it's for me to do the clean up.

Faith calls from the entrance:

FAITH
Buffy! Come on!

Then falling debris makes her bail.

Stuff is falling around Buffy and Spike as well.

SPIKE
Gotta move, lamb. I think it's fair to say school's out for the bloody summer.

ANGLE: THE CAVERN

is collapsing at the top and bottom -- the actual school falling in on the vamps.

BUFFY
Spike...

SPIKE
I mean it. I gotta do this.

His hand is held up, frozen in his rictus of revelatory pain. Buffy
takes her own hand, interlocks it with his. A moment, and both hands burst into flames.

We hold close on the two of them, ignoring the flames, looking at each other.

BUFFY
I love you.

A moment. He smiles kindly.

SPIKE
No you don't. But thanks for saying it.

A big quake rocks them. Spike pushes her away.

SPIKE (cont'd)
It's your world up there. Now GO!

She looks at him -- and bolts.

He looks back at the destruction in front of him, smiles wickedly.

SPIKE (cont'd)
I wanna see how it ends.

55 EXT. SUNNYDALE HIGH SCHOOL - DAY

Wood shuts the door -- he's at the wheel -- and the bus peels out.

ANGLE: The very back of the bus -- there's Dawn, looking for

DAWN
Buffy...

56 INT. SUNNYDALE HIGH SCHOOL - DAY

Buffy tries to head for the door, but is blocked. She has nowhere to go but up the stairs.

57 INT. CAVERN - DAY

Spike is still smiling as he is eaten from inside by the power, and the world falls away from beneath him as he dies.

58 EXT. SUNNYDALE - DAY

The bus rolls on, just ahead of the cracking earth.

59 INT. BUS - CONTINUING

Faith is by Wood, staunching his wound.

Giles is wrapping a tourniquet around a wounded Rona, who is fading... Vi helps him, all in Rona's face.

VI
Stay awake. Look at me! This is nothing!

Andrew sits by himself, lost.

ANDREW
Why didn't I die?

Xander tends a girl, lost in his own thoughts.

Kennedy holds onto the still exhausted Willow.

And Dawn still looks out the back window for any sign of her sister. And then she sees:

60 EXT. ROOFTOPS - DAY

Her sister. running along the rooftop, jumping off of one just as it collapses, keeping pace with the bus...

The bus pulls out ahead of the last building and Buffy JUMPS an
impossible distance, right in front of the collapsing Sun Cinema sign, and lands hard on top of the bus.

ANGLE: ABOVE BUFFY

As she holds on, looking over the back at the cracks chasing them.

ANGLE: SUNNYDALE from way high up -- the whole town is sinking into a smoking black crater, a tiny bus just making its way to the edge of town ahead of the destruction.

61 EXT. OUTSKIRTS OF TOWN - DAY

The bus roars along. Buffy still atop it, no longer in danger.

62 INT. BUS - DAY

Faith looks back, tells Wood:

FAITH
Ease off. We're clear.

63 EXT. OUTSKIRTS OF TOWN - CONTINUING

The bus screeches to a stop. Buffy jumps off and people start getting out, Dawn opening the back door and jumping out. Buffy and Dawn hug for a long while.

ANGLE: XANDER AND ANDREW

Xander knows there's no hope, but presses:

XANDER
Did you see?

ANDREW
I was scared, I'm sorry...

XANDER
Did you see what happened? Was she...

Andrew looks at Xander a moment, rises up a bit.

ANDREW
She was incredible. She died saving my life.

Xander puts a hand on Andrew's shoulder.

XANDER
(welling up)
That's my girl. Always doing the stupid thing.

Andrew nods, sadly.

64 INT. BUS - DAY

Everyone is off as Faith looks at Wood's wound.

FAITH
It's not that bad... you just sit here.

WOOD
That's the plan...

FAITH
I'll get someone to --

WOOD
Did we make it?

He looks at her. A Beat.

FAITH
We made it. We won.

He smiles a little... and then he is just staring. And still. Faith
takes a moment, then moves to cover his eyes.

He coughs, spasming back to life, and she draws back her hand, as
startled as he.

WOOD
(whispers)
Surprise.

65 EXT. BUS - CONTINUING

Giles looks out at the crater.

GILES
I don't understand. What did this?

BUFFY
Spike.

They walk toward the edge of the crater, smoke in front of her, and we

REVERSE: SUNNYDALE is a smoking black crater. In front of it is a sign: WELCOME TO SUNNYDALE. After a beat, the sign creakingly topples back into the crater.

We see everyone now, the girls milling about, the core group nearer the crater, and we push through the smoke to see them: Buffy, Dawn, Giles, Xander, Willow, Faith coming out to join them. Keep pushing slowly in as the all look out at the end of Sunnydale...

FAITH
Looks like the Hellmouth is officially closed for business.

GILES
There is another one in Cleveland. Not to spoil the moment...

XANDER
We saved the world.

WILLOW
We changed the world. I can feel them, Buffy. All over. There are
Slayers awakening everywhere.

DAWN
We'll have to find them.

WILLOW
We will.

GILES
Yes, because the mall was actually in Sunnydale, so no hope of going there tomorrow...

DAWN
We destroyed the Mall? I fought on the wrong side...

XANDER
All those stores gone... The Gap, Starbucks, Toys R Us... who will
remember these landmarks unless we tell the world of them?

We're still pushing in, closer and closer to Buffy, as everyone around her continues talking...

GILES
We have a lot of work ahead of us...

FAITH
Can I push him in?

WILLOW
You got my vote.

FAITH
I just wanna sleep, yo. For like a week.

DAWN
I guess we all could. If we wanted to.

WILLOW
Yeah, the First is scrunched, so... What do you think we should do,
Buffy?

FAITH
Yeah, you're not the one and only chosen anymore. Just gotta live like a person. How's that feel?

She looks at Faith.

DAWN
Buffy? What are we gonna do now?

Buffy looks at them, looks back at the crater, and we are in full close up as she considers the question, a small smile creeping onto her lips as she decides on her answer.

BLACK OUT.

END OF SHOW.