6x15
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         9     INT. HYPERION - LOBBY. NIGHT.                            9

               Illyria is once again standing in the centre of the room,
               listening to the constant crash of thunder. Wes is standing
               near the desk, just watching her.

                                   ILLYRIA
                         Why do you stare at me so?

                                   WES
                         I wasn't staring.

                                   ILLYRIA
                         You were, although I cannot see
                         you, I can sense it. You are
                         staring at me.
                             (beat)
                         Is it because I remind you of her?

                                   WES
                         Partly. But I think we both know by
                         now you'll never completely be Fred
                         again, despite whatever's happening
                         inside you.

                                   ILLYRIA
                         You used to despise me. You would
                         hurl things at me, and call me
                         names meant to spite me.

                                   WES
                         It was hard for me in the
                         beginning.

               Illyria turns to face him, fixing him with her steely gaze.

                                   ILLYRIA
                         Ever since I came to this place,
                         everything has been strange,
                         nothing here feels right,
                         especially now. This storm is
                         unnatural. The vampire was right,
                         this is connected to them.

                                   WES
                         Why did you want to stay here? It's
                         not like you to turn down a chance
                         to beat something.

                                   ILLYRIA
                             (lowers her head)
                         I have explained to you that
                         someone needs to stay here, to
                         protect this location in the event
                         of an attack.

                                   WES
                         It seems unlikely that someone
                         would attack us now. If we were an
                         electronics store, perhaps...

                                   ILLYRIA
                         Darkness is the perfect cover, many
                         of the demons I have encountered in
                         my time preferred it, now is the
                         prime time for such a strike.

                                   WES
                         Still, you waiting for something to
                         happen isn't what we're used to.
                             (eyes her)
                         Is everything alright?

                                   ILLYRIA
                         What if something were to happen to
                         you?

               Illyria looks up at Wes, slightly un-sure as to what to
               expect his reaction to be, Wes however seems slightly touched
               by it.

                                   WES
                         How can anything happen to me? I'm
                         incorporeal. 

                                   ILLYRIA
                         There are ways, and we cannot take
                         that chance. 

               There is another crack of thunder and two consecutive flashes
               of lightening. Illyria looks up, alarmed.

                                   ILLYRIA (cont'd)
                         Something is happening...

        10     INT. WOLFRAM AND HART - LAB. NIGHT.                     10

               The lab workers are still swarming around The Keeper who
               hasn't moved an inch. Manners is still watching carefully.
               Suddenly he moves forwards, shooing the lab workers away
               leaving him just with The Keeper.

                                   MANNERS
                         Well now. It seems your arrival has
                         caused somewhat of a stir in the
                         city, although of course, that
                         probably has a lot to do with us.
                         Then again, it's never a bad thing
                         to make a big entrance, especially
                         for someone as powerful as
                         yourself.

               The Keeper simply looks down at Manners, breathing heavily
               and still not moving.

                                   MANNERS (cont'd)
                         As I mentioned before, we'll be a
                         little off schedule, but once the
                         power comes back on we can make you
                         solid again and then get straight
                         on with the plan. Our biggest
                         threat is of course Angel.

                                   THE KEEPER
                         An... gel?

               He speaks in a deep, throaty voice.

                                   MANNERS
                         Yes, Angel. The vampire with a soul
                         trying to make up for a hundred
                         years of very bad deeds. He is the
                         thorn in our collective side, he is
                         the firm's problem and the Senior
                         Partners don't like that.

               A lab worker rushes into the scene, looking nervous and
               trying to avoid looking at the intimidating figure of The
               Keeper.

                                   LAB WORKER
                         Uh, Mr. Manners, sir, we need to
                         complete some preliminary scans
                         before we can go forward with the
                         plan.

                                   MANNERS
                         Yes, of course. Carry on.
                             (to the Keeper)
                         We can talk more later.

               He turns and walks out of the lab, and we cut to:

        11     INT. WOLFRAM AND HART - HALLWAY. NIGHT.                 11

               The hallway is lit by candles on the wall, giving it a dark,
               Gothic feeling. As Manners is making his way up, Kitridge is
               coming down and they meet in the middle.

                                   MANNERS
                         Ah, James. Finished already?

                                   KITRIDGE
                         There wasn't much to do, and I was
                         more interested in what's going on
                         down here.

                                   MANNERS
                         No need to worry, everything is
                         going to plan.

                                   KITRIDGE
                         But what is the plan?

                                   MANNERS
                         To bring The Keeper here, and
                         that's what we did.

                                   KITRIDGE
                         But what next? And who is 'The
                         Keeper'? Where did he come from,
                         and why is he here? With all due
                         respect, sir,  I'm the CEO, and I
                         didn't know we were even going to
                         attempt this today. I followed my
                         orders, but I don't know a thing. 

                                   MANNERS
                         You will know everything you need
                         to soon enough, but for now you
                         shouldn't worry, I'm sure there are
                         other things for someone like you
                         to worry about in a place like
                         this!

               Manners puts his hand behind Kitridge's back and begins
               guiding him up the hall and away from the lab, giving him
               only one chance to look back over his shoulder at the closed
               door of the lab.

        12     INT. POWER PLANT - NIGHT.                               12

               The gang are gathered back around the turbines, Taylor is
               once again kneeling on the floor near a silver box.

                                   NINA
                         It doesn't look like it can do
                         much. Are you sure that's it?

                                   TAYLOR
                         This is the control panel. It sends
                         an electronic signal to the actual
                         power lines, and redirects them to
                         the turbines.

               He flips open the top of the box and inside we see a large
               red handle, next to a small touch screen that's lit up.
               Taylor expertly begins presses buttons and tapping into the
               system as Angel cranes over to watch.

                                   ANGEL
                         Are you sure that you know what
                         you're doing?

                                   TAYLOR
                         Would I be trying it if I didn't?
                         Or, you could have a go if you
                         want, seeing as you assume you know
                         everything about everything.

               Angel rolls his eyes, obviously not in the mood for Taylor.
               The box beeps loudly and Taylor claps his hands once with a
               satisfied grin.

                                   ANGEL
                         What did that noise mean?

                                   TAYLOR
                         It means we're ready to get going!

               Taylor rolls up his sleeve and grabs the handle in the box
               before begin to move it up and down.

                                   ANGEL
                         How will you know when it's ready?

               With his free hand Taylor points to the touch screen -  there
               are three red bars, and along the bottom is a red line that
               is getting longer as Taylor continues to move the handle.

                                   TAYLOR
                         When that bottom line reaches the
                         end of the screen, one of the bars
                         will fill up a little and when all
                         the bars are full, the power will
                         come back on.

                                   ANGEL
                         What can we do in the meantime?

                                   TAYLOR
                             (exasperated)
                         Well, gee, Angel, I don't know, how
                         about 'wait'?

                                   NINA
                         What about checking around, seeing
                         if this place keeps records? If the
                         power was drained, something here
                         must have  registered it just
                         before it went off. It might help.

                                   ANGEL
                         Good idea, Nina, you stay here,
                         Connor and I'll look around, see
                         what we can find.

               Nina nods as Angel taps Connor on the shoulder to get his
               attention, and the duo head off screen.

        13     INT. POWER PLANT - OFFICE. NIGHT.                       13

               Through the old and broken blinds that cover the windows of a
               tiny office, we see the two torch beams that signify Connor
               and Angel are approaching. The door knob rattles and easily
               swings open. The two step in and look around. 

               The office is big enough for a desk with a computer and a
               large grey unit in the corner that is some sort of monitoring
               system for the whole plant. 

               Angel instantly heads over to a printer on the desk and pulls
               out a piece of paper so long that it's trailing on the floor.
               It's stopped mid print, and Angel examines it for a few
               seconds before putting it back down

                                   ANGEL
                         I can't make any sense of this,
                         it's all just lines and numbers to
                         me.

                                   CONNOR
                         Here, let me look at it.
                             (takes printout)
                         See, there was a major surge in the
                         power at 10.41, and that's the last
                         thing that came off the computer,
                         so the black out must have happened
                         just after this.

                                   ANGEL
                         Does it say where the surge came
                         from?

                                   CONNOR
                         Somewhere downtown, which means we
                         were right. Wolfram and Hart.

                                   ANGEL
                         How can you tell all that from that
                         piece of paper?

                                   CONNOR
                         I read it properly, Dad!

               Connor smirks and heads back out of the office, as Angel
               blinks, then follows.

        14     INT. POWER PLANT - NIGHT.                               14

               Nina is sitting on the floor, watching as Taylor continues to
               work on bringing the power back up. The box gives a BEEP but
               Taylor doesn't stop.

                                   NINA
                         Is that it? How many are charged?

                                   TAYLOR
                         Just the one, it's taking longer
                         then I thought but you don't want
                         to overload the turbines.

                                   NINA
                         How do you know all of this stuff
                         anyway?

                                   TAYLOR
                         When I started the UTF, I started
                         learning stuff like this, I thought
                         it would come in handy one day, and
                         guess what, it did.

                                   NINA
                         Yeah, but Angel doesn't know
                         anything like this, and he gets by
                         alright.

                                   TAYLOR
                         Angel's a vampire, he has certain
                         advantages over the rest of us.

                                   NINA
                         You still don't trust him, do you?

                                   TAYLOR
                         That's beside the point, he helped
                         me out so I'll return the favour.
                         Plus, the city is in need, and I do
                         what I can for people in need.

                                   NINA
                         Help the helpless?

                                   TAYLOR
                         Yeah, help the helpless. It's what
                         I do.

                                   NINA
                         It's what we all do.

               Taylor glances at her, then gets back to work.

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

        15     INT. W&H - KITRIDGE'S OFFICE. NIGHT.                    15

               Kitridge is sitting at his desk, staring into space. We can't
               hear the storm from outside, but we can still see it through
               the windows. The door opens and KIRSTEN walks in.

                                   KIRSTEN
                         James? Mr. Manners is here to see
                         you.

               Kitridge sits up straight and re-adjusts his tie.

                                   KITRIDGE
                         Alright, send him in.

               She disappears back out the room, and seconds later Manners
               strides in, standing before Kitridge and smiling.

                                   MANNERS
                         I know you're frustrated James, not
                         knowing anything about the current
                         situation and all.

                                   KITRIDGE
                         I wouldn't say I was 'frustrated,'
                         sir. After all, I am in charge
                         here.

                                   MANNERS
                             (frowns)
                         You're not in charge, you're simply
                         a pawn for the Senior Partners, you
                         do and go wherever they tell you.
                         That's just the way it is.

                                   KITRIDGE
                             (beat; smiles)
                         And in the lab, how are things
                         going down there?

               Manners sighs, beginning to pace the room with his hands
               behind his back.

                                   MANNERS
                         You have to understand, this is a
                         very delicate and complex plan.
                         Something we've been working on for
                         some time now. Timing is everything
                         here. One little slip up and
                         everything could be lost, and that
                         would make the Senior Partners very
                         unhappy.

               Manners stops pacing and stands right in front of Kitridge,
               leaning over the desk to speak to him.

                                   MANNERS (cont'd)
                         It's best if you distance yourself
                         from this project.

                                   KITRIDGE
                         Why?

                                   MANNERS
                         Because I'm asking you to.

                                   KITRIDGE
                         Why won't you tell me anything
                         about The Keeper?

                                   MANNERS
                         Because you don't need to know
                         anything. The information about The
                         Keeper and what he's doing here is
                         to be given out on a need to know
                         basis only.

                                   KITRIDGE
                         And I'm not important enough to
                         know? I know the entire working
                         order of this company, every little
                         thing that goes on. Nothing happens
                         here that I don't hear about.

               Manners pulls back, Kitridge looks fairly confident that he's
               made a good argument.

                                   MANNERS
                         On behalf of myself and the Senior
                         Partners, we would like to thank
                         you for all your help during this
                         time, but your involvement in this
                         project is no longer needed.

                                   KITRIDGE
                         Why?

                                   MANNERS
                         Frankly, this is too top level for
                         you. It would be better for
                         everyone if you stayed out of the
                         way, stick to what you're good at,
                         carry on with your job here and let
                         me take care of the rest.

               With that, Manners exits the office, leaving Kitridge alone,
               seething.

        16     INT. HYPERION - ILLYRIA'S ROOM. NIGHT.                  16

               With a few candles placed around the room, a soft glow is
               being cast on the room. Illyria is sitting on the edge of the
               bed, staring at the window.

                                   ILLYRIA
                         You are staring again. 

                                   WES (O.S.)
                         I wasn't staring this time, just
                         watching.

                                   ILLYRIA
                         The storm fascinates me. There is
                         so much power, the ability to cause
                         so much damage. There are parallels
                         between it and me. 

               Wes steps on screen, standing close to her, his attention
               also drawn to the window.

                                   WES
                         You're comparing yourself to a
                         storm?

                                   ILLYRIA
                         It would be illogical to deny the
                         similarities.

               She turns to look at him, before standing up and looking
               around the room.

                                   ILLYRIA (cont'd)
                         Being here brings so many feelings.
                         There are voices in my head that I
                         do not understand, things that
                         bring back images of times I do not
                         remember. Everything in this place
                         has her mark on it, and so much of
                         what I see drags memories from her
                         life into my mind.

                                   WES
                         What did you expect?

                                   ILLYRIA
                         I am unsure. Not this. I did not
                         expect everything to be so
                         difficult, so strange. How can I
                         feel so weak, when I am a God?

                                   WES
                         You feel weak?

                                   ILLYRIA
                         Sometimes, when I am here alone. It
                         is not so much a weakness as it
                         is...
                             (beat)
                         I am unsure how to describe it. It
                         is a feeling, something I am not
                         used to. 

               She looks around the room again, taking in all of the things
               scattered there that once belonged to Fred. Her eyes well up
               slightly, and Wes looks like he'd trade in everything just to
               be able to touch her for a moment.

                                   ILLYRIA (cont'd)
                         She is everywhere.

                                   WES
                         If you don't like it, maybe you
                         shouldn't spend so much time in
                         here.

                                   ILLYRIA
                         I cannot help it, I am drawn to
                         this place, just like I am drawn
                         to...

               She cuts herself off and decides to change the subject

                                   ILLYRIA (cont'd)
                         Angel has not yet returned, his
                         task must be taking some time.
                         Neither have the two vampires,
                         perhaps they have run into some
                         trouble?

                                   WES
                         Spike is probably holed up in some
                         bar, riding the whole thing out,
                         and the way Skye follows him around
                         I daresay she's with him.

                                   ILLYRIA
                         I have spent time with Spike, is
                         main concern is not always liquor.
                         He helps people. If Angel asked him
                         to keep people safe, then I am
                         certain that is what he's doing.

                                   WES
                             (smiles)
                         That sounds like a different Spike
                         than I remember!

                                   ILLYRIA
                         Many things have changed in your
                         absence, we were divided for a
                         time, people have been lost.

                                   WES
                         You mean Gunn?

               Illyria nods and walks back over to the window, the thunder
               is now nothing more then a low rumble, it seems to be fading.

                                   ILLYRIA
                         First you, and then Charles. 

                                   WES
                         At least one of us came back. In a
                         manner of speaking, at least.

                                   ILLYRIA
                         But you are mortal, one day you
                         will go again and then you will
                         move on. There may be no way to
                         bring you back again. If Angel does
                         not return soon, then you may never
                         become physical again!

                                   WES
                         Angel will be back, he's a man of
                         his word. We just have to wait a
                         little longer.

                                   ILLYRIA
                             (agitated)
                         I have been waiting long enough!
                         For the longest time I have stayed
                         in his vile prison and waited for
                         your return, and now that you are
                         here there is nothing I can do, I
                         do not want to wait any longer!

                                   WES
                             (frowns)
                         Wait for what?

               We cut from Illyria's tense expression to:

        17     INT. POWER PLANT - NIGHT.                               17

               Taylor is still working with the box while the others wait
               around him, but looking bored. Nina is inspecting her nails
               carefully, Angel is tapping his foot.

                                   ANGEL
                         Maybe you'd have this done quicker
                         if Sonia was here?

                                   TAYLOR
                         Well, whose fault is it for sending
                         her with the other two?

                                   ANGEL
                         It's been hours.

                                   TAYLOR
                         It takes time! Maybe you could do
                         something constructive instead of
                         standing there and criticizing me,
                         Angel!

                                   ANGEL
                         Unless you hadn't noticed, there's
                         nothing else to do, we're stuck in
                         this plant waiting for you, so the
                         power can come back on and we can
                         go back to the hotel and fix Wes!

                                   TAYLOR
                         I know the plan! I helped build the
                         damn machine, remember?

                                   ANGEL
                         You know, I don't like your
                         attitude.

                                   TAYLOR
                         I don't like yours either, so I
                         guess we're even.

               Angel stares at him, then looks away, trying not to get into
               another argument.

                                   ANGEL
                         You're worse then Spike and believe
                         me, that takes some work.

                                   NINA
                         I wonder where Spike is, anyway?

               Angel throws her a look, and we cut to:

        18     INT. DEMON BAR - NIGHT.                                 18

               The bar is lit by torches on the wall, every available space
               is packed and sitting right next to the bar are Spike, Sonia
               and Skye. Spike is finishing off a beer while Skye is busy
               carefully eyeing the clientele.

                                   SPIKE
                         I told you there wouldn't be
                         anything non-human out on the
                         streets, all the ghoulies and the
                         beasties are in here having a pint,
                         while the respectable citizens of
                         LA are busy ram-raiding the 7-11s
                         to grab some free booze and
                         ciggies.

                                   SKYE
                         Sure looks that way...

               The BARTENDER, a huge dark green demon with horns that
               protrude through it's clothes, clear away Spike's empty beer
               bottles.

                                   BARTENDER
                         Another one?

                                   SPIKE
                         Go on mate, you've twisted my arm,
                         and a coke for the little lady.

                                   SONIA
                         Shouldn't we at least go out and do
                         one more sweep of the streets, just
                         in case?

                                   SPIKE
                         In case what? In case the
                         leprechauns are taking their bloody
                         revenge?

                                   SKYE
                         Leprechauns?

               Spike shrugs as if to say 'why not?' and pulls the cap off
               his beer.

                                   SPIKE
                         Look, if there are no humans
                         outside in this weather, then
                         there'll be no demons, so we're
                         safe. All we have to do now is sit
                         back, relax and wait for our cue.

                                   SKYE
                         Which is?

                                   SPIKE
                         When all the lights come back on.
                         Cheers.

               The girls exchange a weary look as Spike swigs his beer.

        19     INT. HYPERION - ILLYRIA'S ROOM. NIGHT.                  19

               Wes and Illyria are still in the same position, seemingly
               having some sort of stand off as Wes waits for Illyria's
               answer.

                                   ILLYRIA
                         I do not understand.

                                   WES
                         You said that you had waited long
                         enough. Waited for what?

                                   ILLYRIA
                             (evasive)
                         It is of no importance.

                                   WES
                         If it isn't important, then why did
                         you mention it?

                                   ILLYRIA
                         It was a mistake, a simple slip.
                         One of many I have found myself
                         making as of late. It is this
                         place, I have told you, it is
                         having a strange effect on me!

               She turns away from him, hoping that the conversation will
               end there, but there is nothing else to distract her and Wes
               is determined to get an answer.

                                   WES
                         Was is it you were waiting for?

               Knowing that Wes isn't going to give up, Illyria turns back,
               trying to do her best to look fearsome, drawing herself up as
               straight as possible.

                                   ILLYRIA
                         Ever since you left I have longed
                         to... to hold you again, but
                         without the spectre of death at
                         your heels. When you returned I
                         thought that may be possible at
                         last, that perhaps your time away
                         may have healed the wounds I
                         inflicted on you. But then, you
                         were not really here, and the task
                         became impossible.

                                   WES
                             (beat; nods)
                         I know what you mean.

                                   ILLYRIA
                             (surprised)
                         You... understand?

               Wes nods and shuffles on his feet slightly as though it's his
               turn to be the nervous one.

                                   WES
                         It would have been... nice, almost,
                         for you to hold me again without
                         knowing that it would be the last
                         time. To get a real chance to enjoy
                         it, even, before being snatched
                         away.

                                   ILLYRIA
                         Then perhaps soon...

               Suddenly the lights in the room begin to flicker and come
               back on. Illyria returns to the window and pulls back the
               curtains, all business.

                                   ILLYRIA (cont'd)
                         The lights are back on, Angel has
                         completed his task!

                                   WES
                             (smiles)
                         Then I think it's time we took care
                         of business, don't you?

               From Illyria's hopeful look, we:

                                                             BLACK OUT:



                                  END OF ACT THREE
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Script created with Final Draft by Final Draft, Inc.