Written by Joss Whedon
Directed by David Solomon
Episode 7.01
Original Airdate September 24, 2002

CAST
Buffy Anne Summers SARAH MICHELLE GELLAR
Willow Rosenberg ALYSON HANNIGAN
Xander Harris NICHOLAS BRENDON
Dawn Summers MICHELLE TRACHTENBERG
Spike JAMES MARSTERS
Anya Jenkins EMMA CAULFIELD
Rupert Giles ANTHONY STEWART HEAD
Halfrek KALI ROCHA
Principal Robin Wood D.B. WOODSIDE
Glory CLARE KRAMER
Drusilla Mayor JULIET LANDAU
Richard Wilkins III HARRY GROENER
The Master MARK METCALF
Adam GEORGE HERTZBERG
Warren Mears ADAM BUSCH
Kit Holburn ALEX BRECKINRIDGE
Carlos Trejo DAVID ZEPEDA
Dead Nerd JEREMY HOWARD
Dead Girl RACHAEL BELLA
Dead Janitor KEN STRUNK
Vampire JEFF DENTON
Mr. Lonegrin ED F. MARTIN
Student SIMON CHERNIN.



Prologue
ISTANBUL, TURKEY— NIGHT 1

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

The girl runs into an alley only to find a dead end. She looks around desperately
for an escape and spots a drain pipe. Frantically, she starts to climb. One of the
robed figures seizes her ankle but she pulls free.
As she climbs to the rooftop and scrambles up to the peak, one of her pursuers
pushes her backward off the roof. She lands on her back in the alley below,
stunned. One of the mysterious men grabs her wrists and pulls her arms up over
her head as his companion draws a curved knife from a ceremonial scabbard.
He raises the knife above his head and plunges it toward her chest.

CUT TO:
SUNNYDALE CEMETERY— NIGHT 2

A VAMPIRE pushes up through the earth of a freshly-turned grave and looks
around. He finds BUFFY kneeling right beside him.
BUFFY
It’s about power: who’s got it, who knows how to use it..

She tosses a stake to DAWN who stands at the foot of the grave.
BUFFY
So… who’s got the power, Dawn?
DAWN
Well, I’ve got the stake.
BUFFY
The stake is not the power.
DAWN
But he’s new. He doesn’t know his strength. He might not know
all those fancy martial arts skills they inevitably seem to pick up.
BUFFY
Who’s got the power?
DAWN
(sighs)
He does.
Buffy gets to her feet and approaches her sister.
BUFFY
Never forget it. It doesn’t matter how well-prepped you are or
well-armed you are. You’re a little girl.
DAWN
Woman..
BUFFY
Little woman.
DAWN
I’m taller than you!
BUFFY
He’s a vampire, okay? Demon. Preternaturally strong, skilled
with powers no human could possibly ever—
VAMPIRE
Excuse me… I think I’m stuck.
Buffy looks back at the vampire who is still buried chest-deep.
BUFFY
You’re stuck?
VAMPIRE
My foot’s caught on a root or something. I don’t even know how
I got down there. If you girls could just give me a hand.
DAWN
So he’s got the power?
BUFFY
Zip it.
She walks over to the vampire.
VAMPIRE
I really appreciate it. It’s just that it’s so dark and I don’t even
know what I’m doing here…
Buffy grabs it by the collar of its suit coat and pulls it out of the ground with one
hand.
VAMPIRE
Whew! Thanks. That was a help.
It turns toward Buffy and bares its fangs.
VAMPIRE
Unfortunately, it was the last—
Buffy’s hand clamps around its throat..

VAMPIRE
(choking)
—thing you’ll ever do.
BUFFY
Listen up. I’m the Slayer. You don’t want to get into it with me.
You want blood? You can have hers.
She points at Dawn, who holds her stake ready, a steely gaze in her eyes.
BUFFY
(to Dawn)
Power. He’s got it. He’s going to use it. You don’t have it, so—
Dawn steps back as the vampire moves toward her, then stumbles and falls. The
vampire trips over her and goes head first into a gravestone.
BUFFY
—use that. Perfect.
Dawn scrambles to her feet and plunges her stake into the vampire’s chest. She
straightens up with a smile until she notices that the vampire is still there. She
missed the heart. She tries again but this time the creature is ready for her and it’s
mad. It blocks her attack and knocks her away. She loses the stake and tumbles to
the ground, then scrambles to Buffy’s weapons bag and grabs another one. She
gets back to her feet and tries attacks again. This time it seizes her arm and twists
her around. She looks around desperately for Buffy, only to find her gone.
DAWN
Buffy!.

As the vampire’s fangs descend toward Dawn’s neck, Buffy yanks it away from
her sister by the shoulder. She stuns it with a series of quick punches and kicks.
She sends a back-handed punch at the vampire’s head but it grabs her arm in mid-arc.
She uses the hold as leverage and flips the vampire onto the ground, following
with a vicious kick to the head.
Taking a sword out of her weapons bag, she gracefully spins around and smoothly
decapitates the vampire as it rises to its feet.
BUFFY
(to Dawn)
It’s real. It’s the only lesson, Dawn. It’s always real.
She helps Dawn to her feet.
BUFFY
Let me see.
Dawn pulls her hand away from her neck, revealing two small puncture wounds.
DAWN
It’s nothing. It’s just a scrape. Plus, I had a plan the whole time.
BUFFY
(dubious)
Really?..

DAWN
Yeah, I planned to get killed, come back as a vampire, and bite
you.
BUFFY
You wanted to be trained.
DAWN
Well, just… the next time, when you’re going to—
BUFFY
You did pretty well.
DAWN
(surprised)
I did?
BUFFY
Yeah.
DAWN
’Cause, you know, with the whole rolling thing, I was actually
using his strength and it was very tai chi. Plus, I nearly got the
heart.
BUFFY
My first time out, I missed the heart, too.
DAWN
No way.
BUFFY
Just the once.
DAWN
Well, the next vampire I meet—
Buffy starts to pack their stakes and the sword back into her bag.
BUFFY
The next vampire you meet, you run away. I just wish that was
all we had to worry about.
She and Dawn head for home.
BUFFY
Vampires, demons… they’re nothing compared to what’s
coming..
DAWN
I know. I just can’t believe it’s back.
BUFFY
Believe me, I thought I was long past it. I guess you never are.
Just a few more days till it starts and then we’ll never know
what’s coming next.

CUT TO:
SUNNYDALE HIGH— DAY 3

A small group of people gathers in front of a new building with an imposing pink
stone façade. Principal ROBIN WOOD stands before a large red ribbon and cuts it
with a pair of over-size scissors.
WOOD
It is my great pleasure and privilege to announce the official
opening, on the very ground that it first stood upon, of the
brand-new, state-of-the-art Sunnydale High!

Opening credit sequence.

Act I
WESTBURY, ENGLAND— COUNTRYSIDE 4
GILES rides a horse slowly across the English countryside, searching for
something. He leaves the horse at the foot of a steep hill and climbs to its summit.
WILLOW sits at the base of a tree looking intently at the patch of grass in front of
her. The shoot of a plant rises out of the ground, and quickly blossoms into a large
purple flower.
GILES
That doesn’t belong there.
WILLOW
No, it doesn’t.
GILES
That’s the flora kua-ulaya. Native of Paraguay if my botany
serves..
WILLOW
(smiles)
Is there anything you don’t know everything about?
GILES
Synchronized swimming. Complete mystery to me. (re: flower)
Yes, Paraguayan. Where does it come from?
WILLOW
(smiles)
Paraguay.
GILES
You brought it through the earth?
WILLOW
It’s all connected. The root system, the molecules, the energy.
Everything’s connected.
GILES
You sound like Miss Harkness.
WILLOW
She’s taught me a lot.
GILES
Then why aren’t you in your lesson?
WILLOW
Sorry..
GILES
It’s all right. I think she was just—
WILLOW
Afraid? Yeah. They all are. The coven is… they’re the most
amazing women I’ve ever met. But there’s this look that they get.
Like I’m going to turn them all into bangers and mash or
something. Which I’m not even really sure what that is.
GILES
They’re cautious. I trust you understand that.
WILLOW
I don’t have that much power, I don’t think.
GILES
Everything is connected. You’re connected to a great power,
whether you feel it or not.
WILLOW
Well, you should just take it from me.
Willow stands up and walks away. The flower withdraws back into the earth.
GILES
You know we can’t. This isn’t a hobby or an addiction. It’s
inside you now, this magick. You’re responsible for it.
WILLOW
Will they always be afraid of me?
GILES
Maybe. Can you handle it?
WILLOW
I deserve a lot worse. I killed people, Giles.
GILES
I’ve not forgotten.
WILLOW
When you brought me here, I thought it was to kill me. Or to lock
me in some mystical dungeon for all eternity here, with the
torture. Instead you go all Dumbledore on me. I’m learning about
magick, all about energy and Gaia and root systems.
GILES
Do you want to be punished?..
WILLOW
(beat)
I want to be Willow.
GILES
You are. In the end, we all are who we are, no matter how much
we may appear to have changed.

CUT TO:
SUMMERS HOME— DAY 5
XANDER, dressed in a suit and tie, gets out of his new car, with a set of rolled up
blueprints tucked under his arm. He buttons the jacket of his suit and heads into
Buffy’s house.

CUT TO:
SUMMERS HOME— KITCHEN— DAY 6
Buffy glances out the kitchen window as she sorts through the morning’s
collection of junk mail. She sees Xander coming and shouts for Dawn as she goes
to the door to meet him
BUFFY
Dawn! Xander’s here.
DAWN
(o.s.)
Just a minute.
BUFFY
You’re going to be late.
DAWN
(o.s.)
I’m comfortable with that.
Xander enters.
XANDER
Good morning.
BUFFY
(to Dawn)
You’ve got to eat something! I made cereal!..
DAWN
(o.s.)
Okay!
BUFFY
(to Xander)
You’re unconscionably spiffy.
XANDER
Client meeting. How exactly do you make cereal?
BUFFY
Ah. You put the box near the milk. I saw it on the Food Channel.
You want something?
XANDER
I ate. I’m good. How are you?
BUFFY
My sister’s about to go to the same high school that tried to kill
me for three years. I can’t change districts, I can’t afford private
school, and I can’t begin to prepare for what could possibly come
out of there. So… peachy with a side of keen, that would be me.
XANDER
(re: blueprints)
Well, here’s a little something for what ails ya. Take a look.
BUFFY
Oh. (re: coffee) Want the rest?
XANDER
(shakes his head)
Take a look.
He leads her over to the table where he rolls out the blueprints as Dawn comes
down from her room.
DAWN
Hey. Check out Double-O Xander.
BUFFY
Go. Talk with your mouth full.
Xander shows Buffy the plans for the new school..
XANDER
I’ve got two crews working on this diabolical yet lucrative new
campus. One here, finishing the science building… and one here,
reinforcing the gym. There are no pentagrams, no secret
passageways. Everything’s up to code and safe as houses.
BUFFY
Nothing creepy? Strange? From beyond?
Dawn enters again with her bowl of cereal.
DAWN
(mouth full)
Maybe you’re just paranoid?
XANDER
Well, there is one interesting detail.
Xander lays a second blueprint down over the first one.
XANDER
I managed to scare up the plans from the old high school. You
remember the very center of Sunnydale’s own Hellmouth?
BUFFY
It’s under the library.
Xander holds both sets of plans up to the sunlight streaming through the window..
XANDER
Right. So I lined up the plans, new and old, and right exactly
where the library was… we now have…
BUFFY
Principal’s office.
DAWN
So the principal’s evil?
BUFFY
Or in a boatload of danger.
XANDER
Well, the last two principals were eaten. Who’d even apply for
that job?
BUFFY
I guess we’ll see. (notices the time) Oh, we have to leave, though.
(to Dawn) Do you have everything? Books? Lunch? Stakes?
DAWN
Checked thrice.
XANDER
(to Buffy)
Did you give her the…?
BUFFY
I was saving it.
Buffy goes to the dining room buffet and opens the drawer. She takes out a small
gift box wrapped with a ribbon.
DAWN
What is it?
BUFFY
Back-to-school gift.
DAWN
(smiles)
It’s a weapon, isn’t it?
BUFFY
Yes, it is.
Dawn warily opens the box..

CUT TO:
SUNNYDALE HIGH— DAY 7
Xander pulls his car to a stop in front of the new Sunnydale High.
BUFFY
I’m gonna take her to class, have a look around.
XANDER
Okay, I’m going to be on site here all day so if you have any
needs…
BUFFY
Thanks.
The girls get out and wave to Xander as he drives off. They start up the steps
toward the main entrance to the new campus.
BUFFY
Now remember, if you see anything strange or, you know…
Buffy’s gaze tracks a rather sullen-looking girl dressed in dark clothes who walks
in front of them.
BUFFY
…dead.
DAWN
I got it.
BUFFY
And stay away from hyena people or any lizardy-type athletes.
Or if you see anyone that’s invisible—
DAWN
Hey, Buffy, I think it’s pretty safe to say I’m not going to see
anybody that’s invisible.
BUFFY
You know, you could still drop out. Only nerds finish high
school.
DAWN
You know, I don’t really think it’s fair for you to try and scare
me on my first day of high school… ’cause it is so redundant..

They pass through the open gate onto the school grounds.
BUFFY
This place is evil.
WOOD
Tough to let ’em go, huh?
Buffy spins around to find the principal standing behind her.
BUFFY
Hi…
WOOD
I’m Robin Wood, new principal
He holds out his hand to her and Buffy shakes it.
BUFFY
Oh, Buffy Summers. This is Dawn.
WOOD
Nice to meet you.
DAWN
Hi.
Buffy gives him an appreciative look..

BUFFY
So you’re the new principal. I expected you to be more… aged.
WOOD
(laughs)
You seem a bit young to have such a grown-up daughter.
BUFFY
(mortified)
No! Uh, no. Sister.
WOOD
(smiles)
Oh, right. Of course.
BUFFY
You didn’t really think she’s my… it’s my hair. I have mom hair.
She nervously fingers the bun on the back of her head.
WOOD
I actually have heard of you, Miss Summers. You graduated from
the old high school, am I right?
BUFFY
(surprised)
Yeah. How did you—
WOOD
Well, I better get back to work. Got to start deadening young
minds. It’s really nice to meet you. (to Dawn) You have fun.
Buffy watches Wood walks briskly away.
BUFFY
That was suspicious.
DAWN
You betcha. Bye.
Dawn heads off herself.
BUFFY
Oh, Dawn—
Dawn turns around but keeps walking backward..
DAWN
I know! You never know what’s coming, the stake is not the
power, To Serve Man is a cookbook. I love you. Go away!
She turns and walks quickly away from her sister.

CUT TO:
SUNNYDALE HIGH— CORRIDOR— DAY 8
The halls empty out quickly after the bell rings leaving Buffy alone. She wanders
around the school, looking things over.
She’s suddenly startled by a basketball bouncing off the lockers ahead of her in the
corridor. It bounces back into an intersecting corridor and is caught by a pair of
hands. Buffy hurries up to the intersection just in time to see a Hispanic boy
disappearing around the corner at the end of the hall.
Buffy follows him, but when she gets to the next corner he has vanished. She
heads down the hall, past a door leading down to the basement.

CUT TO:
SUNNYDALE HIGH— CLASSROOM— DAY 9
Dawn sits at a desk in the back of the class. There are several small clusters of
kids all talking together quietly but Dawn doesn’t seem to know any of them.
She’s alone in the crowd. The teacher, MR. LONEGRIN, stands up and introduces
himself.
MR. LONEGRIN
Okay, I’m Mr. Lonegrin. Why don’t we go around the room and
introduce ourselves? Let’s start with..

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 10
Buffy enters a washroom and checks her hair in the mirror.
BUFFY
It’s not mom hair..

She starts to reach for the faucet but stops when she sees a strange object on the
counter. She picks it up. It looks like a small bone, fastened to some twigs and
feathers by some bits of string.
GIRL
You can’t protect her.
Buffy looks up at the mirror and sees a the rotting corpse of a teenage GIRL
standing behind her.
GIRL
You couldn’t protect me.
Buffy spins around but the girl has vanished. A man in JANITOR’s overalls
appears beside Buffy, also looks very dead.
JANITOR
Get out! Get out! Get out!
Buffy drops the bone and jumps away from him as he vanishes.

Act II

SUNNYDALE HIGH— CLASSROOM— DAY 11
Dawn stands at her desk, telling the other students about herself..

DAWN
I love to dance. I like music. I’m very into Britney Spears’ early
work before she sold out, so mostly her finger painting and
macaroni art. Very underrated. Favorite activities include not ever
having to do this again and—
Buffy bursts through the door at the front of the class.
BUFFY
Dawn!
DAWN
What?
BUFFY
We have to go. It’s not safe.
DAWN
But…
BUFFY
We… I mean, I saw…
Buffy realizes that she can’t give any sort of explanation for what she saw that
will sound rational to the other people in the class.
MR. LONEGRIN
Can I help you?
BUFFY
No. I… Dawn, I just thought you were in danger… of smoking.
She starts to back out the door.
BUFFY
I’ll be around.
All the students turn and stare at Dawn.
DAWN
(horrified)
I also have a sister.

CUT TO:.
THE ESPRESSO PUMP— DAY 12
Two folk singers, a guy and a girl, sing a bad love duet while ANYA and HALFREK
watch, sipping coffee.
ANYA
God, they’re depressing.
HALFREK
Oh, who are they kidding with that happy shiny crap?
ANYA
Six weeks tops and she’s calling on me for vengeance.
HALFREK
(laughs)
Oh, he better run for cover.
ANYA
What’s that supposed to mean?
HALFREK
Oh, sweetie, you know exactly what it means.
ANYA
Excuse me?
HALFREK
It’s the talk of the Order. They’re calling you Miss Softserve.
Tell me you don’t know this..

ANYA
But… who?
HALFREK
Listen, Anya. I know I’ve always been a little competitive with
you. I mean, there was that thing in the Crimean War. We laugh
about it now but the fact is I’ve actually always looked up to
you. You were the single most hard-core vengeance demon on the
roster and everybody knew it. Do I have to mention Mrs.
Cholgosh?
ANYA
(smiles)
Hmm. Good times.
HALFREK
And then you lost your powers. It happens. And you fell for
this Xander guy.
ANYA
It was a glitch. A summer thing. I am so back in the vengeance
fold.
HALFREK
No deaths, no eviscerations. You’re not goading women into
anything inventive and you’re not delivering when it is.
ANYA
I don’t even know—
HALFREK
Waitress downtown. Wished her husband was a frog. You made
him French!
ANYA
(defensive)
He’s smelly! And with a little mustache, he—
HALFREK
Listen, Anya, if it was just me—
ANYA
What do you mean if it was just you?
HALFREK
D’Hoffryn, the Lower Beings… they’re all feeling the heat.
Something’s rising— something older than the Old Ones— and
everybody’s tail is twitching. This is a bad time to be a good guy..

ANYA
What is this, an intervention? Shouldn’t all my demon friends be
here?
HALFREK
Sweetie… they are.

CUT TO:
SUNNYDALE HIGH— SCIENCE WING— DAY 13
Buffy finds Xander supervising some workers at the new science building.
XANDER
So how’s it looking? Does the place pass inspection?
BUFFY
Oh, it’s great… if you’re a zombie ghost thing.
XANDER
So school’s back in session, huh?
BUFFY
Seems like old times.
Xander and Buffy move off a little ways so they can talk without being overheard.
XANDER
So zombies or ghosts?..
BUFFY
I’m not sure. They were in the mirror but they disappeared. But
they touched me… I think. Let’s just start with dead and pissed.
XANDER
They’re after you personally?
BUFFY
They talked about protecting people. Told me to leave.
XANDER
No damage, though?
BUFFY
I think I may have destroyed Dawn’s social life in all of about
thirty seconds but apart from that, no.
XANDER
Ah, being popular isn’t so great. Or so I’ve read in books.
BUFFY
This isn’t a coincidence, you know. The school being rebuilt. It
means something.
XANDER
As in what?

CUT TO:
SUNNYDALE HIGH— CLASSROOM— DAY 14
Dawn looks over as the nerdy GUY sitting next to her draws her attention.
GUY
Can I borrow a pencil?
She nods, takes one out of her bag and hands it to him.
GUY
Thanks a lot.
He instantly transforms into a rotted corpse and jams the pencil into her eye.
Dawn screams in terror and falls to the floor, holding her hands over her eye. Mr.
Lonegrin rushes over to see what’s wrong as she sits up and tentatively lowers her
hands. Her eye is uninjured. She looks around to find the dead guy gone and
everyone staring at her..
MR. LONEGRIN
Are you all right?
DAWN
I’m sorry. There was a bee. It flew in my eye. I’m… I’m very
allergic.
MR. LONEGRIN
I think it’s gone.
DAWN
Can I go to the bathroom?
MR. LONEGRIN
Of course.
Dawn hurries from the room and closes the door behind her.
STUDENT
Guess it runs in the family.

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 15
Dawn enters the washroom and enters one of the stalls. She sits down and tries to
collects herself. She cocks her head when she hears someone crying softly nearby.
She leaves the stall and looks around. The washroom seems to be empty. She
crouches down on the floor and looks under the stall doors but doesn’t see any
feet.

CUT TO:
SUNNYDALE HIGH— ATRIUM— DAY 16
Buffy strides through the large atrium area at the entrance to the school.
Distracted, she stumbles into Principal Wood.
BUFFY
Oh, sorry!
WOOD
Miss Summers, I didn’t know you were still about..
BUFFY
Oh, yeah, I was just looking for—
WOOD
You know, I thought in general it was customary for a person
who’s graduated to… you know, go somewhere else?
BUFFY
Well, it’s a new campus. Just getting to know it. You know,
make sure it’s safe. For my sister.

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 17
Dawn moves down the row of stalls, pushing the doors open. They’re all
empty— except for the last one. She finds KIT HOLBURN inside, crouching on top
of the toilet, terrified. Dawn smiles tentatively at her.
DAWN
Hey. What’s wrong?
KIT
There’s someone in here.
DAWN
It’s only me.
DAWN
No, it’s not..

CUT TO:
SUNNYDALE HIGH— ATRIUM— DAY 18
WOOD
You know, I have to be honest. I actually know a little bit more
about you than I let on before.
BUFFY
Isn’t that interesting…
WOOD
Oh, it really is.

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 19
DAWN
Let’s get you out of here, okay? Maybe we can get some air. I’m
Dawn.
KIT
Kit.
She hesitantly stands up and leaves the stall with Dawn.
DAWN
Saw something pretty creepy, huh?
KIT
You wouldn’t believe me.
DAWN
I kinda sorta think I will. Was there a pencil involved in any of—
Dawn stops short as she sees the two dead kids and the dead janitor in the mirror
at the precise moment the lights overhead start to explode.
DAWN
Come on!
They both run for the door but stop suddenly as rotting hands break up through
the floor and seize their ankles. The floor gives way completely underneath them
and they fall through into the darkness below..

Act III

WESTBURY, ENGLAND— DAY 20
Willow collapses to the ground, gasping for breath. Giles holds her up.
GILES
Just breathe.
WILLOW
(gasping)
I can’t… Goddess.
GILES
(firm)
Just breathe.
Slowly her breathing becomes less labored.
WILLOW
What happened?
GILES
What do you remember?
WILLOW
We were talking. And I felt—..
She suddenly jerks her hands away from the ground as if she’s been scalded.
WILLOW
I felt the earth. It’s all connected, it is. But it’s not all good and
pure and rootsy. There’s deep…deep black. I saw… I saw the
earth, Giles. I saw its teeth.
GILES
The Hellmouth.
WILLOW
It’s going to open. It’s going to swallow us all.

CUT TO:
SUNNYDALE HIGH— BASEMENT— DAY 21
Kit sits up amidst the rubble on the basement floor. She looks around and finds
Dawn unconscious. Kit gently shakes her shoulder.
KIT
Hey. Hey, wake up. Oh, please wake up.
Dawn groans and sits up.
DAWN
Are you okay?
KIT
We have to leave.
DAWN
You’re not wrong.
Dawn climbs to her feet.
DAWN
Come on. There’s got to be a staircase.

CUT TO:
SUNNYDALE HIGH— ATRIUM— DAY 22
WOOD
The school board recommended I spend a little time reading your
record. It’s… quite a page-turner. Kind of a checkered past..
BUFFY
More like a plaid. Kind of a clan tartan of badness, really. But
there were factors.

CUT TO:
SUNNYDALE HIGH— BASEMENT— DAY 23
Dawn and Kit move through the basement.
DAWN
What did you see? When I found you in the stall?
KIT
A girl. She said she died here and that everybody dies here and
that we would, too.
DAWN
Here I was worried about not fitting in.
Dawn and Kit round a corner and run into CARLOS TREJO. They all scream. It’s
the guy Buffy saw with the basketball.
CARLOS
Who are you?
KIT
Who are you?
DAWN
Are you dead?
CARLOS
Stop saying that!
DAWN
Whoa, we’re not dead. We saw creepy dead people and we’re
just trying to get out.
CARLOS
I just came down here for a smoke, you know? And I saw… it
was a janitor. He was yelling at me. I thought he was just pissed
but… I saw him in the light.
DAWN
Wait! You came downstairs? Where?..
CARLOS
Man, I got no clue. I ran away like a girl. I don’t know this place
at all.
DAWN
Okay, so we could run around in circles or—
The dead janitor appears in front of them.
JANITOR
You really think you can run away?
Kit backs away from him.
KIT
It’s not real.
DAWN
Lesson one. It’s always real.
The dead guy appears behind them.
GUY
I tried to run, too.
The dead girl steps out of the shadows.
GIRL
I tried to scream. Doesn’t matter how much you scream. Nobody
ever hears you.
Dawn suddenly remembers.
DAWN
Hear me… right. Oh! I got a present!
She reaches into her belt at the small of her back.
KIT
What is it?
Dawn pulls out a cell phone.
DAWN
A weapon..

CUT TO:
SUNNYDALE HIGH— ATRIUM— DAY 24
WOOD
Well, it’s clear your sister looks up to you, which I think is
great—
BUFFY
No, she’s much, much worse than me. Trouble Maker. Expulsion
is really the only way to go. Or you could suspend her for three
years.
WOOD
(laughs)
Well, how about we give her a chance first? Just as long as she
keeps her grades up and—
Buffy’s cell phone rings cuts him off. She reaches back into her belt for it.
BUFFY
Boy, that’s loud.
WOOD
That’s part of why we don’t allow cell phones in—
Buffy holds up her hand to stop him..
BUFFY
Excuse me. (turns away; into phone) Yeah? (to Wood) Sorry. My
dog… dog walker. (into phone; sotto) They’re really dead?
WOOD
Oh, my god…
BUFFY
(into phone)
No. I’ll be right there.
WOOD
Your dogs are dead?

CUT TO:
SUNNYDALE HIGH— BASEMENT— DAY 25
DAWN
(into phone)
And, Buffy? Isn’t this reception amazing? I’m in the frickin’
basement! (beat) Okay.

CUT TO:
SUNNYDALE HIGH— ATRIUM— DAY 26
Buffy makes her apologies to the principal.
BUFFY
Sorry about that. I… I have to…
She runs off down the corridor.
WOOD
Yeah, of course. And good luck with that… dog tragedy.

CUT TO:
SUNNYDALE HIGH— BASEMENT— DAY 27
DAWN
Help is on the way, guys. We’ve just got to figure out—
She looks around. The dead people have vanished..
DAWN
Where did they go?
A rotted hand shoots up and seizes her by the throat.

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 28
Buffy opens the washroom door and sees the hole in the floor. Without hesitation,
she jumps down through it.
29 INT. SUNNYDALE HIGH— BASEMENT— DAY 29
Buffy moves quickly through the twisting basement corridors, looking for Dawn.
BUFFY
Dawn!
No answer. She takes out her cell phone and hits the speed dial for Dawn. She
hears Dawn’s phone ringing nearby quickens her pace.
Dawn’s phone suddenly stops ringing. Buffy lifts hers to her ear.
BUFFY
(into phone)
Dawn? I’m close by.
JANITOR
(over phone)
You’re too late. But then you’re always too late, aren’t you?
Buffy rounds the corner to find the dead janitor standing before her.
JANITOR
Sure as hell didn’t save me.
BUFFY
Where’s my sister?
JANITOR
I think she’s lost.
BUFFY
If I’m the one who let you die, why take it out on her? I’m right
here. Come on. What are you after? Fear? Revenge? Tasty
brains?..
The dead student steps out of the shadows.
GUY
I think I’d like Dawn to be my girlfriend.
BUFFY
Again, wrong sister. I’m the one that dates dead guys. And no
offense but they were hotties. I mean, I’m sure you had a great
personality…
The dead girl appears.
GIRL
Were you busy making out with your dead boyfriend while I was
ripped to death by a werewolf? Is that why you let me die?
GUY
I was screaming for help when they pulled me down.
Buffy calls for a time out.
BUFFY
Hello! Not making myself clear. I don’t care how you died. I’m
sorry for your loss but where is my sister? Dawn!
JANITOR
She’s not going to hear you. This place is like a maze.
GIRL
This place is ours now. It was built on our graves.
JANITOR
All we want is for you to leave so we can rest again.
The three have lined themselves up before her, blocking her way.
BUFFY
Actually, I’m thinking all you want is to get between me and that
door. Who’s for finding out why?
The undead charge Buffy. She fights them, throws them off and makes a break for
the door only to find them lined up before her again, blocking her way.
BUFFY
If at first you don’t succeed…..
She rushes the undead, flips over them and rolls toward the door.
BUFFY
…cheat.
She manages to fight her way to the door and throw it open.
BUFFY
Dawnie! We have to get out—
The door slams open to reveal SPIKE.

Act IV

SUNNYDALE HIGH— BASEMENT— DAY 30
Buffy is stunned.
BUFFY
Spike? Are you real?
Spike starts to giggle. He’s obviously not himself. His hair is a wild, tangled mess
and no longer the peroxide blonde it usually is. He looks at Buffy with great
sadness and caresses her cheek..
SPIKE
Buffy… duck.
BUFFY
(confused)
What? Duck? There’s a duck?
The dead janitor bashes her on the back of her head with a pipe and she drops to
the floor, stunned. Spike steps back into the room, laughing again.
SPIKE
No visitors today. Terribly busy.
The janitor tries to hit Buffy again but she blocks the blow and kicks his legs out
from under him.
GUY
Told you to get out.
The janitor falls to the floor with his head in the open doorway. Buffy springs
back to her feet and follows Spike into the other room, pulling the door shut
behind her. The janitor’s head is caught in the doorway so she slams the door hard
on him, knocking him out of the way.
Buffy latches and bolts the door, then backs away from it into the room with
Spike.
BUFFY
They’ll probably show up in a sec.
SPIKE
Nobody comes in here. It’s just the three of us.
BUFFY
Spike, have you seen Dawn? She came down here with some
kids.
SPIKE
(agitated)
Don’t you think I’m trying! I’m not fast, not a quick study. I
dropped my board in the water and the chalk all ran. Sure to be
caned. Should’ve seen that coming.
Buffy notices Spike’s shirt is open and there are deep gashes in his chest. He
quickly pulls his shirt closed. She slowly steps toward him and reaches out,
examining the wounds..
BUFFY
What did you do?
SPIKE
I tried… I tried to cut it out.
Buffy’s cell phone rings and she answers it.
BUFFY
(into phone)
Dawn?

INTERCUT:
DAWN
Buffy, where are you?
Buffy is still unnerved by Spike’s behavior.
BUFFY
I… where are you?
DAWN
I don’t know. In a room by the furnace. Near where we fell in.
They dragged us in here and then they disappeared.
BUFFY
Yeah. They came after me, too.
DAWN
What do they want?..
BUFFY
So far, to piss me off.
DAWN
Please tell me it’s working.
BUFFY
Oh, I’m damage-bound. I just can’t figure them. Ghosts can’t
touch you and zombies can’t disappear so I don’t know what
we’re dealing wi—
SPIKE
Not ghosts.
DAWN
Who was that?
BUFFY
Hold on. (to Spike) You know what they are?
SPIKE
Manifest spirits controlled by a talisman, raised to seek
vengeance. A four-year-old could figure it.
BUFFY
(to Dawn)
Hang tight. I’ll find you. These things can hurt you. You can hurt
them, too. Find a weapon. I’ll come for you. (to Spike) Spike,
you gonna help me out?
END INTERCUT

SPIKE
This is my home. I belong here. Always been here. Cheers for
stopping by. (mumbles) It’s in the wall.
Buffy looks at Spike, confused.
BUFFY
I’ll… get back to you.
She turns and unbolts the door and cautiously walks back out. The corridor
outside is empty.
BUFFY
Guys? Resentful dead guys? This can’t be good…..
Buffy quickly heads back the way she came, trying to figure out what’s going on.
BUFFY
Come on… manifest spirits, raised up, controlled by a…
talisman.
She hits a speed dial on her phone.
BUFFY
(into phone)
Xander!

CUT TO:
SUNNYDALE HIGH— BASEMENT— FURNACE ROOM— DAY 31
Dawn huddles with Kit and Carlos in the dark boiler room.
DAWN
We need to find some kind of a weapon. Just to hold them off.
They search the shelves and Carlos comes up with a couple of bricks.
CARLOS
I got these.
DAWN
Kit, give me your bag.
She dumps the bag out onto the floor and puts the bricks into it.
KIT
Do you think they’re going to come back?
GIRL
(mocking)
“Do you think they’re going to come back?” We never left. We’ll
always be here. Just like you.
All three of the undead appear and walk toward Dawn and the others.
KIT
No…..
GIRL
Why do you think we picked you? The ones no one will miss.
The ones that don’t belong. Spend all your time trying to get out
high school and now you’ll never, ever leave.
Dawn rushes forward and swings the bag of bricks at the dead girl’s knees. It
connects and she goes down. Dawn’s victory is short-lived, however, as the
janitor sends her sprawling. Kit screams.

CUT TO:
SUNNYDALE HIGH— BASEMENT— CORRIDOR— DAY 32
Buffy hears Kit’s scream and starts to run.

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 33
Xander opens the door to the girl’s restroom and stares in shock at the hole in the
floor.
XANDER
Whoa! Contracty goodness! (beat) Talisman, talisman…
He skirts his way around the hole toward the other side of the room.

CUT TO:
SUNNYDALE HIGH— BASEMENT— FURNACE ROOM— DAY 34
The janitor seizes Dawn by the throat.
JANITOR
You can thank your sister for this.
Buffy kicks the door off its hinges and ducks a swing of the pipe from the dead
guy. She rolls across the floor and kicks the janitor off of Dawn, sending him
flying across the room.
DAWN
Thanks, sis.
BUFFY
We just need to keep them at bay..
The dead guy rushes Buffy again.
DAWN
The bag!
Dawn tosses the bag of bricks to Buffy. She flips back to her feet and twirls the
brick-laden bag over her head like a bolo, landing one devastating blow after
another on her undead opponents.

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 35
Xander crawls around on the restroom floor, looking for the talisman. He finally
finds it under the sink, stands up and grasps it in both hands.
XANDER
Yes! Talisman.
Suddenly the dead girl is there and jumps onto his back with a scream.

CUT TO:
SUNNYDALE HIGH— BASEMENT— FURNACE ROOM— DAY 36
The janitor manages to knock the bag of bricks out of Buffy’s hands. Dawn grabs
the steel pipe off the floor and tosses it to her sister. Buffy catches it without
even looking and turns to the janitor.
BUFFY
You really want to keep this up?
JANITOR
What are you going to do? Kill us?

CUT TO:
SUNNYDALE HIGH— RESTROOM— DAY 37
With the dead girl hanging off his back, Xander struggles to get a good grip on the
talisman. He finally manages to snap it in half. The instant he does, the dead girl
dissolves into mist with a lingering scream.

CUT TO:..
SUNNYDALE HIGH— BASEMENT— FURNACE ROOM— DAY 38
The janitor and the dead guy also disintegrate into the ether.
CARLOS
Are they gone?
BUFFY
Yeah. The talisman must’ve been destroyed.
DAWN
How’d you know it was a talisman?
BUFFY
There’s always a talisman. The real question is who put it there?
Kit gathers up her things from the floor.
BUFFY
Come on, you guys. Let’s go find a way upstairs. Assuming
there is one.
DAWN
You really weren’t kidding about this place. I guess it hasn’t
changed.
BUFFY
I don’t know. It seems smaller.

CUT TO:
SUNNYDALE HIGH— CORRIDOR— DAY 39
Buffy says goodbye to Dawn and her new friends.
BUFFY
You guys are going to be okay. School’s intense but you’ll do all
right as long as you’re careful. And you might want to think
about sticking together.
Kit gives Buffy a hug.
KIT
Thank you.
CARLOS
Yeah, I mean it. You are the coolest mom ever!..
Dawn looks at Buffy, horrified. Buffy tugs nervously at her hair bun again.
DAWN
O-kay. (to Carlos) Come on. We still have a few more classes to
live through.
She gives Buffy a kiss on the cheek and then heads off with Kit and Carlos.
WOOD
Curiouser and curiouser.
Buffy turns around to find Principal Wood behind her again.
BUFFY
What is?
WOOD
Carlos Trejo and Kit Holburn, right? Possibly the only two
students in this school whose files are as thick as yours was.
BUFFY
You really did your homework, didn’t you?
WOOD
Well, I was looking for one or both of them to actually implode in
a fearsome way right before midterms but now I see that you got
’em socializing and hugging and actually— if I’m not mistaken—
headed to class.
BUFFY
Well, we shared an… encounter.
WOOD
I know you were probably more than happy to get out of this
place but I’ve got to tell you, Miss Summers, I think you belong
here.
Buffy is stunned out of the ability to speak coherently.
BUFFY
Hum, new?..
WOOD
Listen, I know this school’s reputation. (off her look) What, you
think I got this job based on seniority? We’ve got a lot of
troubled students here and just enough money to keep this place
from caving in.
BUFFY
Yeah, you might need a little extra there.
WOOD
Well, we do have a community outreach program and the money
we could pay you… wouldn’t even fold but it would just be a
couple of days a week.
BUFFY
Are you asking me to be a counselor?
WOOD
Oh, we have a guidance counselor but I was thinking the kids
could use someone, you know, closer to their age who still has
some—
BUFFY
I’m in.
WOOD
What, you’re serious? You did hear the part about the money,
right?
BUFFY
Yeah, I heard. My schedule might be a little funtastic but I’ll
work it out. I’d like to keep an eye on this place.
WOOD
Well, that’s great! Look at that. It’s not even noon and I’ve
already bullied my first family member into helping out.
He heads off down the hall.
WOOD
I’m going to be the best principal ever.
Buffy watches him go, a wry smile on her face.

CUT TO:..
SUNNYDALE HIGH— BASEMENT— DAY 40
Spike squats on the floor in his new lair, mumbling to himself.
SPIKE
The thing is… I had a speech. I learned it all. Oh, god. She won’t
understand. She won’t understand.
Suddenly WARREN MEARS is there, standing behind him.
WARREN
Of course she won’t understand, Sparky. I’m beyond her
understanding. She’s a girl. Sugar and spice and everything…
useless. Unless you’re baking. I’m more than that. More than
flesh.
Warren’s body suddenly shifts and he morphs into the hell-god GLORY.
GLORY
More than blood. I’m… you know, I honestly don’t think
there’s a human word fabulous enough for me. Oh, my name will
be on everyone’s lips… assuming their lips haven’t been torn off.
But not just yet. That’s all right, though.
Another shift and Glory becomes the demon-cyborg ADAM.
ADAM
I can be patient. Everything is well within parameters. She’s
exactly where I want her to be. And so are you, Number 17.
You’re right where you belong.
Now Adam becomes Mayor RICHARD WILKINS as he crouches down beside
Spike.
MAYOR WILKINS
So what’d you think? You’d get your soul back and everything
would be Jim Dandy? A soul’s slipperier than a greased weasel.
Why do you think I sold mine? (laughs) Well, you probably
thought that you’d be your own man and I respect that. But you
never will.
Now the Mayor fades and is replaced by Spike’s vampire lover DRUSILLA. She
caresses Spike’s cheek affectionately..
DRUSILLA
You’ll always be mine. You’ll always be in the dark with me,
singing our little songs. You like our little songs, don’t you?
You’ve always liked them, right from the beginning. And that’s
where we’re going.
Drusilla stands up and becomes the MASTER.
MASTER
Right back to the beginning. Not the Bang, not the Word. The
true beginning. The next few months are going to be quite a ride
and I think we’re all going to learn something about ourselves in
the process. You’ll learn you’re a pathetic schmuck… if it hasn’t
sunk in already. Look at you. Tried to do what’s right. Just like
her. You still don’t get it. It’s not about right. Not about wrong..
Spike looks up as the Master disappears. In his place stands Buffy, a hard, cold
look in her eye.
BUFFY
It’s about power.
FADE TO BLACK
END