6x15
Script created with Final Draft by Final Draft, Inc.

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                                       TEASER

                                                               FADE IN:

         1     EXT. L.A SKYLINE. NIGHT.                                 1

               The sky is calm and peaceful, as the camera moves over the
               top of the streets, looking down we see cars slowly moving in
               steady streams throughout the city - just another ordinary
               night in LA.

         2     EXT. STREET. NIGHT.                                      2

               We're in the bad part of the city now. A group of TEENAGERS
               stand around on a street corner, smoking, drinking and
               generally making a lot of noise. One of them throws a half
               full beer can across the street and they all CHEER when it
               hits the windscreen of a beaten up car. 

               The huddle of teenagers is suddenly broken apart by an
               ELDERLY WOMAN pulling a little red shopping cart behind her.
               The woman is hunched over slightly, wearing layers of shabby
               clothes. She's a perfect target for the gang.

               Another can is thrown, this time empty and just slightly wide
               of the mark. The woman doesn't stop, not even when the next
               can HITS her in the back. She keeps on walking and the gang
               follow, all they want to do is cause some trouble. 

               One of them grabs the cart from her and pulls it away as the
               others surround her.

                                   TEEN #1
                         Hey lady, what's in the bag?

                                   ELDERLY WOMAN
                         Nothing, nothing important.

               Close up, it's obvious how intimidating they are to her. One
               of the other teenagers tips the cart up and the contents
               spill out. The woman was right, it really is nothing, just a
               carton of milk, a loaf of bread and a newspaper.

                                   TEEN #2
                         She was right, nothing.

               The first teen smiles back at the woman, who is looking
               around the group for some way she can escape.

                                   TEEN #1
                         That's a real shame, but me and the
                         boys can't go home empty handed,
                         can we?

                                   ELDERLY WOMAN
                         I haven't got anything! I haven't
                         got any money!

               One of the gang GRABS her from behind while another one digs
               into the pocket of her coat and pulls out her purse. The
               woman begins to struggle, and the gang LAUGH. 

               The leader flips through the purse, but all he finds is a
               couple of receipts and a bus pass.

                                   TEEN #1
                         This is it? Come on, Grandma, cough
                         up the goods!

                                   ELDERLY WOMAN
                         I swear that's all I have! Please
                         don't hurt me!

               The leader tosses the purse over his shoulder and the camera
               follows it as it flies through the air, landing a few feet
               away in the street. 

               Suddenly there's a huge crack of LIGHTNING from nowhere, and
               all at once the street lights EXPLODE, plunging the street
               into darkness.

         3     EXT. L.A SKYLINE. NIGHT                                  3

               The quiet sky we saw before is gone, replaced by the raging
               storm. The lights in all the buildings fail all at the same
               time plunging the skyline into utter darkness.

         4     EXT. STREET. NIGHT                                       4

               The gang are startled by the ferocity of the sudden storm,
               and as they look up at the sky, wondering what's going on, we
               pull back over to the wallet, lying forgotten.

               A pair of black boots step into frame, and a hand reaches
               into frame to scoop the wallet up - it's SPIKE, and he starts
               to leaf through the wallet as ANGEL, SONIA and TAYLOR dash
               into frame, having exited a building in the street through a
               back door.

               Angel looks up at the sky as Taylor notices the gang, still
               hanging on to the old woman.

                                   TAYLOR
                             (to gang)
                         Hey!

               The teens look up, and as Taylor steps towards them they
               scatter, leaving the woman standing as they escape.

               Taylor jogs over to her as she starts gathering up her
               belongings, patches of rain starting to fall.

                                   TAYLOR (cont'd)
                         Are you alright? Did those kids
                         hurt you?

                                   ELDERLY WOMAN
                         No, no, I'm fine, young man.
                             (looks up)
                         Better get some shelter, looks like
                         a bad one!

               The woman wanders off as Sonia and Angel join Taylor, the
               group already soaked to the skin by the falling rain.

               Another bolt of lightning FLASHES overhead, before the street
               goes black, and the thunder gives another deafening BANG.

               Spike walks into frame, tucking the wallet away.

                                   SPIKE 
                         Alright, I'm prepared to take some
                         suggestions. What the hell is going
                         on?

               There's another FLASH, and the team recoil slightly - the sky
               overhead looks like a fight between two electrical storms,
               and neither one is giving an inch.

                                   ANGEL
                         I don't know, but it can't be good. 
                             (turns to others)
                         We have to get to Wolfram and Hart.
                         Now.

               Off Angel's rain-soaked but grim expression, we cut to:

         5     EXT. WOLFRAM AND HART - ROOF. NIGHT.                     5

               Despite the city being blacked out around them, the roof of
               the Wolfram & Hart building is both fully lit and buzzing
               with activity - a crackling PORTAL howls as electricity laces
               away from it, and standing before it is the tall, cloaked and
               masked figure of THE KEEPER.

               Another FLASH of lightning shows us MANNERS, standing right
               at the front of the group of people closest to The Keeper.

               KITRIDGE is still looking at him, wide eyed, as the senior
               technician, TAKE, dashes over, shouting over the deafening
               noise of the storm.

                                   TAKE
                         Sir, we're going to have to take
                         him down to the lab to run a few
                         tests!

                                   MANNERS
                         In a second, I need to greet our
                         new arrival first!

               Manners walks up to the Keeper and extends his hand with a
               warm smile.

                                   MANNERS (cont'd)
                         Welcome to Wolfram and Hart.

               From Manner's grin, we:

                                                             BLACK OUT:



                                    END OF TEASER
                                       ACT ONE

                                                               FADE IN:

         6     INT. HYPERION - LOBBY. NIGHT.                            6

               As the storm carries on outside and lightning flashes through
               the windows, NINA, CONNOR and SKYE are rushing around,
               lightning candles and trying to find torches. 

               Standing perfectly still in the centre of the room is
               ILLYRIA, watching the storm as a flash of lightning
               illuminates her features.

               When Connor rushes past carrying candles, she turns abruptly
               an grabs his arm.

                                   ILLYRIA
                         What is the meaning of this
                         darkness?

                                   CONNOR
                         You got me. Maybe instead of just
                         standing around watching, you could
                         help out?

                                   ILLYRIA
                             (imperious)
                         How dare you speak to me in that
                         insolent tone! I have destroyed
                         civilizations, and yet here I am,
                         being undermined by a halfling such
                         as yourself?

                                   CONNOR
                             (shrugs; unfazed)
                         It was just a suggestion.

               He walks away, and Illyria returns her attention back to the
               storm.

                                   ILLYRIA
                         This is not right...

                                   WES (O.S.)
                         Talking to yourself again?

               WES comes into shot just behind her, but she doesn't turn
               around to face him.

                                   ILLYRIA
                         There is something about this dark
                         that troubles me. Is the city often
                         plagued by storms such as this?

                                   WES
                         You'd be surprised. 
                             (beat)
                         Although, I'm afraid this has put a
                         delay on our plans.

               Now she turns to face him, looking concerned.

                                   ILLYRIA
                         What do you mean?

                                   WES
                         Well, with the black out going on,
                         there's no way to power up the
                         machine, so there's no way we can
                         use it.

                                   ILLYRIA
                         No... No! We were to use the device
                         tonight, to restore you to what you
                         once were, and-

                                   WES
                             (interrupts)
                         Illyria, look around you. There's
                         nothing we can do. I don't think
                         even you could recharge the entire
                         city by yourself!

                                   ILLYRIA
                             (growing agitated)
                         There must be something, we cannot
                         just leave you as a shadow, doomed
                         to stay between the two worlds! The
                         plan must go ahead!

               Wes smiles slightly, touched about how strongly she feels
               about this. He puts his hands into his pockets and steps
               closer to her.

                                   WES
                         It's a simple case of logistics,
                         Illyria. With the power down, we're
                         stuck.

                                   ILLYRIA
                         Then we shall restore the power!

               A bright light suddenly shines on Illyria's face - it's Skye
               shining a torch at her. She turns it off and smiles.

                                   SKYE
                         My thoughts exactly, but first we
                         need to know what caused the black
                         out in the first place.

                                   ILLYRIA
                         The vampire is correct, we must go
                         straight to the cause in order to
                         resolve this situation.

               She makes a move, but Skye grabs her arm and pulls her back.
               Illyria quickly shrugs the arm away.

                                   SKYE
                         Not that I don't admire your
                         enthusiasm or anything, 'Ria, but
                         it's probably best we wait for
                         Angel and Spike and then get into
                         research mode first, before we go
                         running off anywhere.

                                   ILLYRIA
                         You are eager to fix the problem
                         too?

                                   SKYE
                         Of course I am!

                                   ILLYRIA
                         Then why do you insist on wasting
                         time by stalling?

               Skye opens her mouth to retort but Wes steps between the two
               girls, hands raised.

                                   WES
                         She has a point, it's best if we
                         wait until everyone is here and
                         then we'll start trying to figure
                         this out.

               Illyria is obviously not happy, but she can tell she's not
               going to win this argument.

                                   ILLYRIA
                         As you wish.

               With that she walks away, storming off up the stairs. Skye
               watches her go, turns on the torch again and turns back to
               Wes with a smile.

                                   SKYE
                         You've got to admire her spark!

                                   WES
                         Illyria is a... unique being.

                                   SKYE
                         'Unique' isn't the word I would
                         use. More like demented.

                                   WES
                         She's just...

               Before Wes can continue, Illyria is heading back down the
               stairs.

                                   ILLYRIA
                         I thought it best if I should
                         remain down here, in case we are
                         attacked and my assistance is
                         needed.

                                   SKYE
                             (smirks)
                         Which means she can't find her way
                         upstairs in the dark. Don't you get
                         night vision as part of the Old One
                         package deal?

               Illyria gives Skye a dark look and she wanders away, once
               again leaving Wes and Illyria alone.

                                   ILLYRIA
                         Upon Spike and Angel's return, we
                         shall resolve this problem
                         immediately.

                                   WES
                         You seem very eager!

               For a brief second Illyria looks almost embarrassed, but it
               quickly fades.

                                   ILLYRIA
                         I wish for this issue to be
                         resolved quickly, there is no other
                         reasoning behind it.

               The doors to the hotel fly open and Taylor hurries in, soaked
               from the rain. He peers round the lobby, picking up Wes and
               Illyria in the gloom.

                                   TAYLOR
                         Are you two just going to stand
                         there, or are you going to do
                         something? We're in the middle of
                         about five storm fronts out there!

                                   WES
                         What can I do?

                                   TAYLOR
                             (beat)
                         Okay, you, maybe not so much, but
                         she can-

                                   ILLYRIA
                         You are not my master, I will not
                         take orders from an outsider such
                         as yourself! Have you discovered
                         the cause for this disturbance?

                                   TAYLOR
                         Not yet, there's only so much one
                         person can do at a time!

               The doors to the hotel BURST open again, and standing in the
               door way are two shadowy figures with the storm going on
               right behind them, like a shot from a bad horror movie.

                                   SPIKE
                         It's bloody treacherous out there!
                         And it took forever!

                                   ANGEL
                         Well, it wouldn't have if you'd
                         listened when I was telling you you
                         were going the wrong way!

                                   SPIKE
                         I'm very sorry, Mister bloody Map
                         Reader, who knew it would be so
                         hard to navigate through LA in the
                         dark!

               They walk down into the lobby, slamming the door behind them
               and shrugging off some of the rain.

                                   ILLYRIA
                         Angel, we need to find the cause of
                         this darkness immediately and
                         remove it, or we cannot restore
                         Wesley. This cannot be tolerated!

               Angel looks at her with raised eyebrows and then turns to
               Skye, who shrugs.

                                   SKYE
                         Ignore her, she's been like that
                         ever since the power went out.

                                   SPIKE
                         Any ideas what's going on?

                                   WES
                         It's obviously a side effect of the
                         electrical storm, but what caused
                         that is a mystery. There were no
                         meteorological signs earlier today
                         indicating anything, so it must be
                         linked to-

                                   ANGEL
                             (interrupts)
                         Wolfram and Hart's machine, yeah,
                         way ahead of you. I don't think the
                         storm is our main concern right
                         now, getting the power back on is.
                         Any ideas?

                                   TAYLOR
                         The first place we should start is
                         probably the power plant, see what
                         we can do there.

                                   ANGEL
                         Doesn't the hotel have an emergency
                         generator we can use?

                                   SKYE
                         We haven't had a chance to look,
                         we've been too busy running around
                         trying to bring a little light to
                         this place!

                                   NINA
                         Should some of us get over to
                         Wolfram and Hart and see what's
                         going on?

                                   ANGEL
                         Not now, there's no time.

                                   ILLYRIA
                         This will not do! 

               Everyone turns to look at her as she stomps into frame.

                                   ILLYRIA (cont'd)
                         You talk about time being a factor,
                         yet you stand around idly, talking
                         about plans instead of taking
                         action! 

                                   SPIKE
                             (annoyed)
                         Our track record for unplanned
                         decisions doesn't exactly make for
                         good reading, princess!

                                   ANGEL
                         She has a point, we should probably
                         split up, someone should patrol the
                         streets, make sure everything is in
                         order and the rest of us can tool
                         up and hit Wolfram and Hart.

                                   WES
                         Well I'm the obvious choice to stay
                         here. I can look into the prophecy
                         further while the rest of you go.

                                   ILLYRIA
                         Then I shall stay with you, to
                         protect our stronghold from any
                         evil that may lurk in the shadows.

                                   ANGEL
                             (beat; eyes Illyria)
                         Right, good, everyone else get
                         ready. Taylor, Connor, Nina with
                         me, Spike, Sonia and Skye you can
                         patrol.

               Everyone else wanders off to get ready, except for Spike.

                                   SPIKE
                         Why do I have to patrol? Why can't
                         I go play 'Smack The Suit' with
                         your lot? Is it because I'm not
                         good enough suddenly?

                                   ANGEL
                             (weary)
                         Spike, I don't have time for this-

                                   SPIKE
                         I don't see why you get to do the
                         important job, and I get thrown out
                         like some... lackey!

               Angel walks over to the weapons cabinet, with Spike in hot
               pursuit.

                                   SPIKE (cont'd)
                         Ever since I came back you've been
                         doing this to me! Treating me like
                         your dogsbody instead of an equal,
                         when you know as well as I do that
                         I'm just as good at all this hero
                         stuff as you are!

                                   ANGEL
                         Look, can we possibly leave this
                         until later?

               He pulls open the cabinet doors, and Spike leans over and
               pulls out a broad sword before turning away and muttering
               under his breath. As Angel shakes his head and closes the
               doors, we cut to:

         7     INT. WOLFRAM AND HART - LAB. NIGHT.                      7

               Already set up around the lab are small battery powered
               lamps, while The Keeper is standing in the dead center of the
               room. The group of people from the roof top have followed him
               down. 

                                   MANNERS
                         We've been preparing for your
                         arrival for a long time, and we are
                         honoured to have you here.

               In the crowd of people watching, we see Kitridge trying to
               push his way to the front.

                                   MANNERS (cont'd)
                         There are so many things to show
                         you, so much that you will see that
                         will one day belong to us.

               The Keeper takes a step forward, the mask over his face
               giving him a Darth Vader style wheeze. Manners glances at
               Take before continuing.

                                   MANNERS (cont'd)
                         Your presence here will be felt
                         throughout this city, although we
                         are of course currently suffering a
                         little setback.

               The Keeper tilts its head to one size quizzically, and
               Manners turns back to the rest of the Wolfram and Hart
               employees gathered behind him.

                                   MANNERS (cont'd)
                         Ladies and gentlemen, let's make
                         our guest feel welcome. 

               The employees burst into loud APPLAUSE, and after a few
               seconds Manners raises his hand. The employees stop clapping
               and those who don't belong in the lab begin to drift away. 

               As some lab workers swarm around The Keeper, doing various
               tests, Kitridge pushes his way forward to Manners, who
               doesn't even turn to face him.

               Kitridge opens his mouth to speak, but Manners raises a hand
               to interrupt him.

                                   MANNERS (cont'd)
                         You're wondering why we kept you in
                         the dark?
                         Well, the Senior Partners thought
                         it best that this was kept under
                         wraps from most of the employees,
                         just in case the information was
                         somehow leaked, and the plan
                         compromised.

                                   KITRIDGE
                         'Leaked'? How so?

                                   MANNERS
                             (wry smile)
                         You know how these things happen,
                         James.

                                   KITRIDGE
                             (angry)
                         No, I don't. Are you trying to
                         insinuate that someone in this
                         company would somehow leak the
                         information? Are you suggesting
                         that I was the weak point?

               Manners turns to Kitridge and gives him an insincere smile.

                                   MANNERS
                         Of course not. 

               He turns back to watch the lab assistants swarming round the
               Keeper, and Kitridge seethes for a moment.

                                   KITRIDGE
                         What about the power outage and the
                         storm?

                                   MANNERS
                         I'm sure Angel is already on the
                         case, no doubt he's already formed
                         a plan and is on his way to fix the
                         problem.

                                   KITRIDGE
                         Do you think he'll know that we're
                         behind this?

                                   MANNERS
                         Of course, I have complete faith in
                         Angel, he knows that no one else
                         could do something like this, even
                         if it was a... side effect.

                                   KITRIDGE
                         Do you think he'll cause problems
                         for us? Or, should I say, you and
                         our new friend over there, who I
                         still know absolutely nothing
                         about!

                                   MANNERS
                             (condescending)
                         Now James, I'm sure you have a lot
                         of work to do, so why don't you run
                         back to your office. You're in
                         charge of keeping Angel under
                         control, don't forget!

               Kitridge stares Manners out for a beat, then turns and starts
               stomping away. He pauses near the door and turns back.

                                   KITRIDGE
                         And if I make sure Angel doesn't
                         interfere tonight, you'll tell me
                         what was so secret about all this?

                                   MANNERS
                         Of course.

               Kitridge leaves the lab, not looking a hundred percent
               convinced, as Manners turns back to the Keeper and smiles.

         8     INT. HYPERION - LOBBY. NIGHT.                            8

               The gang are all gathered in the lobby, ready to leave.
               Illyria is watching from the corner, the lobby now lit by the
               soft glow of many candles. 

               Spike is busy lighting his cigarette on one of them and
               doesn't notice that the sleeve of his jacket is on fire. When
               he sees it, Spike simply rolls his eyes and begins waving his
               arm until the flames die down.

                                   SPIKE
                         Bloody fire hazard!

                                   CONNOR
                         It's the best we could do.

               Spike drifts back over to everyone else who are all looking
               at Angel, waiting for the obligatory inspirational speech.

                                   ANGEL
                         Are we all clear on what we're
                         doing? The aim is to get the power
                         on as quickly as possible and all
                         get back here without any trouble.
                         Spike and Skye, I'm counting on you
                         two to keep the streets clear.

                                   SPIKE
                             (sarcastic)
                         Should be too hard, they'll be
                         empty. Oh, except for the
                         inevitable crowds of looters and
                         riots, that is.

                                   ANGEL
                             (ignores him)
                         Illyria can handle anything that
                         crops up here. Once the power's up,
                         we all meet back up and move on
                         Wolfram & Hart.

               Angel looks over at her, but she simply tries to retreat
               farther into the shadows.

                                   ANGEL (cont'd)
                         Okay everyone, I want to be in and
                         out, lets keep it simple.

                                   SKYE
                         Like that's going to happen...

               They all begin to move towards the doors, and we:

                                                             BLACK OUT:



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:
               INT. POWER PLANT. NIGHT.

               The plant is dark, just like everywhere else, and as the
               storm continues to rage outside we see the huge machines
               inside the plant, all of them stationary and silent.

               After A series of BANGS and CRASHES, the front door flies off
               its hinges and across the main part of the room, hitting the
               door. Angel is standing in the open doorway, torch beams
               shining into the plant from behind him.

               His team steps in, their footsteps echoing on the floor as
               their flashlights sweep everything in the room.

                                   CONNOR
                         Where is everyone? It's the middle
                         of a blackout, shouldn't this place
                         be full of, you know, staff?

                                   TAYLOR
                         Chances are they're all dead

                                   NINA
                             (gulps)
                         Oh.

                                   TAYLOR
                         Hey, they may just all be in other
                         parts of the complex. Point is,
                         there's nobody round this part, so,
                         this is where we stay.

                                   CONNOR 
                         How do we know which is the right
                         machine to get working?

                                   TAYLOR
                         We're looking for the turbines.
                         There should be some sort of
                         emergency back up system to
                         recharge them.

                                   NINA
                         How will we know when we've found
                         them?

                                   TAYLOR
                         You just will. We should probably
                         spread out, this place is huge.

               With that, Taylor wanders off on his own, but the rest of the
               gang stay together, deciding to search the lower part of the
               plant.

                                   CONNOR
                         All these machines look the same to
                         me. I don't know Taylor can tell
                         the difference!

                                   ANGEL
                         What I want to know is what are
                         Wolfram and Hart up to this time? A
                         city wide black out can't be a good
                         thing. Whatever it is, it's
                         something big. But we'll worry
                         about that later, right now we need
                         to find these turbines.

               On the upper level, Taylor is checking everything around him,
               but so far he hasn't found anything. He stops to investigate
               a machine in the corner, but decides it isn't the one he's
               looking for and walks on.

               He rounds a corner and stops dead.

                                   TAYLOR
                         Well, that was easy.
                             (shouts)
                         Hey! I found it!

               He walks straight up to the huge machine and shines his torch
               on it, inspecting it carefully as behind him we hear hurried
               footsteps as the others approach. Eventually Angel appears at
               his side.

                                   ANGEL
                         Is this it?

                                   TAYLOR
                         This is it, and from the looks of
                         it the power's been drained out of
                         it like it was a sieve! Something
                         took a lot of juice.

                                   CONNOR
                         How do you fix it?

                                   TAYLOR
                         First we find the back up power,
                         which runs on a completely separate
                         circuit for emergencies like that.
                         Then we have to charge the whole
                         thing back up a little at a time.

                                   ANGEL
                         Why can't you just do the whole
                         thing at once?

                                   TAYLOR
                         Because it could blow the whole
                         system and that could take days to
                         fix. You're in for the long haul
                         here.

                                   ANGEL
                         How long?

                                   TAYLOR
                         I don't know, a few hours maybe?

                                   CONNOR
                         Can't you speed it up?

                                   TAYLOR
                             (frowns)
                         How, exactly?

               Connor shrugs and as Taylor continues to glare, he decides to
               walk off somewhere else. 

                                   ANGEL
                         Just get it done as quickly as you
                         can, alright?

                                   TAYLOR
                         I'll do what I can, but it may not
                         even work at all.

                                   ANGEL
                         What? Why?

                                   TAYLOR
                         The power drain could have damaged
                         the whole network, and I can't fix
                         that. You're just going to have to
                         cross your fingers. Now, if you
                         want to help speed things up, go
                         look for the back up power.

                                   ANGEL
                         Any idea where it'll be?

                                   TAYLOR
                         Somewhere close by.

               Angel nods and steps off frame as Taylor goes back to
               studying the turbine, and we cut to:
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