7x01
Script created with Final Draft by Final Draft, Inc.

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                                      TEASER

               FADE IN:

         1     INT. UTF MAIN HALL - NIGHT                               1

               Up close on ANGEL, his blank, expressionless face staring
               back at us.

               As 'Where Is My Mind' by The Pixies begins to play, we
               slowly PULL BACK to reveal Angel standing in the middle of
               a chaotic battle royale - everything running at HALF SPEED.

               UTF MEMBERS grapple with DEMON WARRIORS, with guns BLASTING
               and swords SLICING as the two forces tackle one another.

               Bodies hit the deck, demons roar, fists slam into faces -
               but there's no sound other than the music.

               Keep PULLING BACK as the battle scene fills the entire hall
               of the UTF headquarters. Angel stands in the centre of the
               mayhem, unmoving, impassive.

               ILLYRIA pushes into view on our left, grappling with a
               demon much bigger than she is, but with her face twisted
               with rage she PUNCHES it in the face - her fist powering
               straight through the demon's head!

               The demon drops limply to the floor, and Illyria is quick
               to pick a new target and race off to the right.

               WESLEY is next, running across from the right and passing
               Illyria, FIRING twin handguns, dropping one target after
               another as he passes through frame.

               Still pulling back as SONIA and TAYLOR appear, back to
               back, Taylor BLASTING anything that gets too close with a
               huge shotgun as Sonia HACKS away with a pair of spiked
               wrist blades.

               The rest of the gang are here too - SPIKE and SKYE are side
               by side, battling whatever comes their way without ever
               actually looking at one another, as NINA takes aim and
               SHOOTS a stray demon with her pistol.

               There's a sudden EXPLOSION, knocking everyone off their
               feet. Bodies go sailing through the air, everything still
               in SLOW MOTION.

               Angel slowly turns his head towards the source of the blast
               - and sees THE KEEPER stride into the hall. His eyes scan
               the melee until they fall on one person in particular -
               CONNOR.

               Angel slowly turns to look at Connor, bravely cutting down
               an attacking demon. He looks towards Angel and yells
               something, but there's still no sound.

               Angel looks back round - Sonia and Taylor are double
               teaming the Keeper, but one SWIPE from the Keeper knocks
               Sonia off her feet.

               In one smooth motion, the Keeper wrenches free one of her
               wrist blades, turning and SLAMMING it into Taylor's gut!

               Sonia SCREAMS in horror as Taylor, eyes bulging, slumps to
               the floor. 

               Connor runs into frame, grabbing Sonia and hauling her to
               her feet before turning and yelling something at Angel - it
               looks like 'Dad! Come on!'

               Angel just blinks, remaining frozen to the spot.

               Connor turns to the Keeper, getting his sword up to block
               an attack, the two starting to duel.

               Sonia gets a BOOT to her face and hits the deck again, and
               an UPPERCUT from the Keeper sends Connor tumbling down
               after her.

               The Keeper reaches down and grabs the stunned Connor's
               head, pausing to look over at Angel.

               There's a long beat as the two foes stare each other down.
               Connor's too dazed to say or do anything.

               The Keeper TWISTS.

               Connor's neck SNAPS, and he drops to the floor. Eyes
               glazed. Dead.

               Angel stares into his son's lifeless eyes. 

               Something BLACK passes before him, and we cut to:

         2     INT. UTF MAIN HALL - LATER                               2

               Music still playing, everything still at half speed.

               A blood-stained Sonia has Connor's body in her arms,
               WAILING with grief as the shattered remnants of the UTF and
               Angel's team pick up the pieces around her.

               Dead and dying human and demon bodies litter the main hall,
               smoke rising from several small fires.

               Angel stands over Sonia, watching her as she SOBS, cradling
               Connor's broken form.

         3     EXT. UTF BUILDING - DAWN                                 3

               Nina lies on the ground, looking up at Angel with tears in
               her eyes and RED FINGER MARKS round her throat.

               JAMES KITRIDGE lies dead on the ground between them, blood
               bubbling from a slash across his throat.

               Wesley hurries into frame, grabbing Nina, who still stares
               in shock up at Angel.

               Angel turns slowly to look at the sunrise as the first rays
               of sun bleed over the horizon towards him.

         4     INT. UTF - MAIN HALL - DAWN                              4

               Nina heads down a set of stairs and into the hall, now
               halfway towards being clean. There's a bag slung over her
               shoulder. Her cheeks are still wet with tears, but she
               knows what she has to do.

               She pauses to look around the lobby, her eyes passing over
               patches of blood and rubble.

               When she turns back, Skye is standing before her - also
               with a bag over her shoulder.

               The two girls stare at each other for a beat. Skye's also
               been crying, her eyes bloodshot.

               Nina cocks her head to one side, frowning, and Skye closes
               her eyes and shakes her head, fighting to hold back a fresh
               wave of tears,

               She looks back across at Nina and nods once, and Nina nods
               back - a silent moment of communication. 

               Together, the girls push open what's left of the main doors
               and leave the UTF behind.

                                                       FADE TO BLACK:

               TITLE OVER - Six Months Later...

         5     INT. UTF MAIN HALL - DAY                                 5

               Back in the hall now, still with the song playing and still
               at half speed. It's back to its former glory - fully
               rebuilt and cleaned up, no traces remaining of the
               climactic battle we just witnessed.

               Wes walks into frame, a unfurled set of BLUEPRINTS in his
               hands. Two more UTF MEMBERS walk alongside him, Wes
               conversing animatedly with them.

               He heads over to a nearby desk and lays the plans down, and
               as we move past him, we get a glance down at the blueprints
               - they're for the Hyperion! We pass Wes and cut to:

         6     INT. UTF - SONIA'S ROOM - NEXT                           6

               Sonia is over by a small sink and mirror in one corner,
               staring at her own reflection. Her eyes are red and teary,
               and she wipes them dry before splashing water over her
               face.

               She looks down - there's a small bottle of PILLS on the end
               of the sink. She scoops up the bottle, drops two pills into
               her hand and knocks them back.

               As she swallows, Spike appears in the doorway, still
               pulling on his jacket, a cigarette hanging from his lips.
               He says something to her, and she turns and nods.

               Spike steps out of frame, and as Sonia turns back to stare
               into the mirror, we cut to:

         7     INT. UTF - ILLYRIA'S ROOM - NEXT                         7

               Illyria stands at the window, sunlight filtering over her
               as she stares across the city. She turns and looks towards
               a mirror hanging on one wall.

               Illyria steps before the mirror - but now she's changed her
               form to that of WINIFRED BURKLE. 

               Fred looks at her reflection, tilting her head to the side,
               before reaching for a hairbrush and starting to comb
               through her long hair, slowly and methodically.

         8     INT. UTF - MAIN HALL - NEXT                              8

               As Sonia and Spike push through a pair of double doors and
               out into the lobby, chatting about something, they pass
               Wes. 

               Wes looks up at Sonia, who shakes her head sadly. Wes nods,
               turning back to the discussion over the blueprints.

               Spike holds the front door open for Sonia as they reach it,
               and she pauses in the doorway, looking back towards the
               staircase leading off to the left.

         9     INT. UTF - ROOM - NEXT                                   9

               Up close again with Angel, his face still blank,
               featureless.

               Slowly PULL BACK to find Angel is sitting in a chair, alone
               in a darkened room.

               Continue pulling back to see that the room is bare - no
               wallpaper or carpet, not even a window.

               Our view suddenly DISTORTS - we've passed through a thick
               pane of GLASS.

               Keep pulling back to see a thick DOOR sealing the room
               Angel sits inside, a keypad over the lock indicating that
               this doesn't get opened very often.

               Hold on this for a beat, Angel still visible inside the
               room as the song draws to a close, and we:

                                                           BLACK OUT:



                                   END OF TEASER
                                     ACT ONE

               FADE IN:

        10     INT. UTF HQ - HALLWAY - NIGHT                           10

               Footsteps are quickly approaching the large, metal door -
               the entrance into the UTF Headquarters - before it is
               THROWN open to reveal Spike, his face, hair, and hands
               tarred BLACK. 

                                   SPIKE
                         ... but as it turns out, Percy, I
                         don't give a damn about your
                         politics!

               Moments later, he's followed in by Wesley, relatively clean
               and unscathed by whatever disaster Spike has gotten himself
               into. Behind him, Sonia also enters the room, looking just
               as rough as Spike as she COUGHS, trying to scrape some of
               the tar from her clothes.

                                   WESLEY
                         It's not politics. It's common
                         sense. The futility of your
                         attack strategy would have been
                         blatantly obvious to anyone with
                         the equivalent of a fourth grade
                         education.

               Spike rolls his eyes and continues on down the hallway,
               disappearing through a doorway.

                                   WESLEY (cont'd)
                         You took a two man team to take
                         down a passel of more than two
                         dozen ravenous demons that, need
                         I remind you, were in the midst
                         of a very volatile and licentious
                         mating season, when you've got a
                         fully functional squad of
                         military equipped young men at
                         your very beck and call.

                                   SONIA
                             (beat)
                         Well, when you say it out loud...

                                   WESLEY
                         All I mean to say is that you've
                         made better decisions, and I do
                         hope you'll return to form in
                         that respect.

                                   SONIA
                         I had a 'form'?

               The duo continue down the hallway, towards the doorway
               Spike stepped through.

                                   WESLEY 
                         I know you've been deferring to
                         Spike's experience on a lot of
                         your recent missions, but
                         Spike... doesn't theorize. And
                         with his thinking that he is in
                         charge, comes his thinking that
                         he is qualified to make decisions
                         regarding our personnel - or more
                         precisely, you.

                                   SONIA
                         I see what you're getting at.

                                   WESLEY
                         Good.

               Wes starts to step through the doorway.

                                   SONIA
                         But for the record, I would like
                         to point out that I read well
                         above a fourth grade level.

                                   WESLEY
                             (grins)
                         Duly noted.

               Wes turns and disappears through into his office:

        11     INT. UTF HQ - WESLEY'S OFFICE - CONTINUOUS              11

               Taylor's old office is now home to Wes' barrage of books
               and eclectic stylings. Wes walks into the comfortable
               surroundings as he drops his coat onto a nearby chair.

                                   WESLEY
                             (without looking up)
                         Get out of my chair.

                                   SPIKE (O.S.)
                         Right on top my list of things to
                         do, chief.

               Wes looks over to his desk, where Spike is stretching out
               in the spinning chair.

                                   WESLEY
                         If you insist on being
                         insubordinate, at least do so
                         without getting charred demon
                         remains on my desk.

                                   SPIKE
                         That's number two on the list. 

               Sonia pokes her head into the doorway.

                                   SONIA
                         I'm going to go check on him and
                         take a shower - though maybe not
                         in that order.

               Wes nods as she continues on down the hall. He waits for
               her to be perfectly out of earshot and then turns back to
               Spike.

                                   WESLEY
                         Honestly, Spike, I know you've
                         never been considered a man of
                         great mind, but you really need
                         to start exercising better
                         judgment in the future. 

                                   SPIKE
                         And your point is what, for those
                         of us who don't speak Git?

                                   WESLEY
                         This personal vendetta that
                         you've been carrying on your
                         shoulder all summer has nearly
                         gotten either one of us or
                         yourself killed on more than one
                         occasion and with Angel still...
                         indisposed, we're in dire need of
                         all the superhuman strength that
                         we can get our hands on. Your
                         dying would only complicate
                         things.

                                   SPIKE 
                         You just keep on worrying about
                         yourself and your little smurf
                         dyed sweetie, Watcher M.D, and
                         I'll worry about yours truly. You
                         may have fallen ill the day that
                         they discussed undead physics
                         during your run for head boy, but
                         we vampires are a little
                         something that I like to call
                         immortal.

                                   WESLEY
                         Yes - but Sonia isn't. 

               Spike actually seems to be taken aback by the comment and
               finally shuts up.

                                   WESLEY (cont'd)
                         She's been through a lot the last
                         few months. She lost a boyfriend
                         and a mentor in the very same
                         day. That's a lot for anyone to
                         take in, and she's barely older
                         than a child.

                                   SPIKE
                         She can take care of herself,
                         Wesley. And for the record, she's
                         not a child, she's...
                             (thinks; stuck)
                         ... older.

                                   WESLEY
                         The last thing that she needs is
                         a daily reason to put herself in
                         harm's way, but having said that,
                         you seem to be her reason. And in
                         case you haven't noticed, despite
                         my sincerest efforts to derail
                         her affections, the girl has
                         taken quite a shine to you. She
                         holds you almost as a role model
                         and, as ridiculous as it may
                         sound, a father figure.

                                   SPIKE 
                         I think you're stepping out on a
                         pretty short limb if you're-

                                   WESLEY
                         How many ill advised missions has
                         she followed you on during the
                         past few months?

                                   SPIKE
                         Just because the girl is loyal
                         hardly means that she fancies me!
                         You're off your rocker if you
                         think that I'm going to sit here
                         and take advice from the one
                         who's shagging the wholly life
                         force from the body of his dead
                         girlfriend's assassin!
                             (off look)
                         That's right. Vampire hearing,
                         remember? And that would have
                         worked even if I hadn't been
                         standing outside the door!

                                   WESLEY
                         Spike, you don't-

                                   SPIKE
                         So the next time you want to
                         discuss morality in the twenty
                         first century, I'd suggest
                         clamping something tightly over
                         that yammering trap of yours
                         before you go off make yourself
                         out to be a great big hypocrite.

                                   WESLEY
                             (beat)
                         All I'm saying is-

                                   SPIKE
                             (stands)
                         Heard enough blaspheming for one
                         night. There's a tall glass
                         calling my name, so if you'll
                         excuse me... 

               Spike scoops up his pack of smokes from the desk and heads
               for the door. Wes watches him, before:

                                   WESLEY
                         There was one other thing, Spike.
                         Those demon remains...

                                   SPIKE
                         I think I can work out how to use
                         the washer, ta.

               Spike disappears around the corner as a broadening smile
               spreads across Wes' face. 

               A huge blast of FLAME suddenly bursts past the doorway!

                                   SPIKE (O.S.) (cont'd)
                         Son of a bitch!

                                   WESLEY
                         ...are flammable.

               Wes allows himself a chuckle as he sits back at his desk,
               and we cut upstairs to:

        12     INT. UTF HQ - BATHROOM - NEXT                           12

               An assortment of medicines are hidden from view as the
               misted door to a bathroom cabinet closes. Sonia wipes her
               hand over the cabinet to reveal her reflection. 

               The shower is on behind her, and the still-filthy Sonia is
               now wearing a towel. She grimaces as she tries to pick a
               few hardened bits of gunk from her hair.

               She steps over to the shower, checking the water
               temperature, as her eyes drift over towards a door visible
               across the hallway - the door to Angel's room.

        13     INT. UTF HQ - ANGEL'S ROOM - NEXT                       13

               Sonia appears at the small glass window, staring into the
               darkness beyond.

               The room is bare. White walls are undecorated and the
               wooden floors are bare. In the far corner of the room,
               sitting in complete darkness, is Angel. 

               Though his eyes are open, his body is lifeless, staring
               pointlessly into the dark abyss that is his room.

               Sonia watches mournfully for another moment before slowly
               turning back around and heading back to the bathroom, and
               we turn back to Angel, PUSHING IN on him before we cut to:

        14     INT. DARKENED ROOM - NIGHT                              14

               Angel sits in another cold silent room, but this one has
               cracks running up the walls, DRIPS of murky water falling
               from the ceiling and distant, echoing GROANS and HOWLS
               sounding from somewhere off in the gloom.

               Fading rays of SUNLIGHT fall on Angel from a small porthole
               high on one wall, but it doesn't seem to affect him.

               Just out of reach of any lurking rays of day light, a
               hideous DEMON is dangling from the ceiling, looking almost
               like a giant bat. Greasy scales cover the whole of its
               body, its narrow eyes glowing RED as its lips move slowly,
               whispering softly into Angel's ear. 

               Though we're unable to make out any of the words, the
               strange BUZZING and occasional CLICKS of its forked tongue
               insinuate something sinister. 

               We watch for several seconds as the demon continues its
               task, before: 

                                   VOICE (O.S)
                         This doesn't mean I have to play
                         good cop, does it?

               Angel slowly turns around and stares across the room to
               reveal WHISTLER standing before us, decked out in his
               typical and laid back New York decor.

                                   WHISTLER
                         Because, seriously, I don't know
                         if I've got the juice to play
                         debate team captain with that
                         thing after the trip I just had. 

               With one last ragged HISS, an evident sign of defeat, the
               demon hurriedly swoops back up toward the ceiling,
               disappearing into the shadows, its red eyes staring back
               for a moment before fading from view. 

               Angel stares oddly at Whistler for a moment, almost
               weighing if he is actually real or not.

                                   ANGEL
                             (beat)
                         What the hell are you doing here?

                                   WHISTLER
                         Oh, sorry, did I interrupt the
                         chat you and your new friend up
                         there were having? 'Cause, you
                         know, it didn't exactly look like
                         you were swapping muffin recipes. 

                                   ANGEL
                             (turns away)
                         Leave me alone.

                                   WHISTLER 
                         What? No 'hello, thanks for
                         setting me on the path to
                         spiritual enlightenment' before
                         you start in with the twenty
                         questions? Astral projection
                         isn't an easy thing for a guy
                         like me to do, you know. It's
                         typically reserved for high
                         standing witches and the
                         occasional monk, and while my
                         mother still thinks I'm one holy
                         son of a bitch, let's go ahead
                         and face the truth- 

               Before he can finish, he's PINNED against the wall, Angel
               holding his elbow against his throat and staring grimly
               into his eyes.

                                   WHISTLER (cont'd)
                         Hey! What the-

               Whistler struggles for breath, but Angel seems determined
               until a CRASH rings out from somewhere in the building.
               Angel snaps around, confused, before realisation downs:

                                   ANGEL
                         This place...

               With Angel's attention elsewhere, Whistler is able to push
               him away. Angel glares back at him, but doesn't seem
               confrontational this time. 

               Whistler rubs his throat and croaks a bit as he finishes
               Angel's sentence.

                                   WHISTLER
                         ... ain't 5th Avenue, I can tell
                         you that much.

               Angel steps back, looking around at the room again.

                                   WHISTLER (cont'd)
                         My neck's fine, by the way.
                         Thanks for asking.

                                   ANGEL
                         This place... it isn't-

                                   WHISTLER
                             (rolls eyes)
                         Los Angeles? Correct again,
                         sweetheart.

               Whistler rubs his neck again as he runs his fingers along
               the dingy walls, looks at them with disgust, and wipes the
               grime upon his jacket.

                                   WHISTLER (cont'd)
                         What this place is, in all
                         actuality, is the deranged
                         Freudian wonderland that you've
                         been figmenting up for-

                                   ANGEL
                         Then you're not...

                                   WHISTLER
                         No, I'm real. One-hundred
                         percent, in the flesh human.
                         Well, a slightly lower percentage
                         than that, but it comes with the
                         gig, doesn't it?

                                   ANGEL
                         Why am I here?

                                   WHISTLER
                         Why are you here? First thing you
                         should be more worried about, is
                         why am I here. That, however, is
                         a long story - and one that would
                         go great with a nice bottle of
                         something or another. Hey, I
                         don't suppose you could poof me a
                         little something in here so I
                         could...
                             (off look)
                         Never mind. I'm sure you've got
                         questions. I've got answers. 

               He stops and waits for Angel, but gets nothing.

                                   WHISTLER (cont'd)
                         Well... I've got answers, anyway.

                                   ANGEL
                         I've been in this room for...
                         days. I think. Why?

                                   WHISTLER
                         Months, to be exact, but who's
                         counting? As for your question,
                         why is the champion of the people
                         living in seclusion with the
                         ugliest demon that a man could
                         possibly conjure for a Scrabble
                         opponent? Some less open minded
                         might think that he'd given up
                         fighting the good fight.
                             (beat)
                         How many times would that make
                         now?

                                   ANGEL
                             (sternly)
                         I didn't choose this.

                                   WHISTLER
                         Of course you didn't. I wouldn't
                         be here if you had, but that
                         still doesn't answer the
                         question, does it?

                                   ANGEL
                         Did you come to help or riddle me
                         to death?

                                   WHISTLER
                         Depends, really. You willing to
                         listen to what I have to say?

                                   ANGEL
                         Are you willing to speak in plain
                         English?

                                   WHISTLER
                             (laughing)
                         Chin up, kiddo. I know the
                         story's been playing repeat on
                         this chapter, but trust me, this
                         fairy tale is about to hit the
                         next level.

               Angel blinks, bewildered, as we hear:

                                   MANNERS (O.S.)
                         The final phase is nearly upon
                         us. Such an exciting time to be
                         alive, wouldn't you say? 

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

               Establishing. HOLLAND MANNERS is standing before the
               windows, staring out across downtown Los Angeles. LINDSEY
               MCDONALD is sitting behind Angel's old desk, looking less
               than thrilled to be there.

                                   LINDSEY
                         You're not exactly alive any
                         more, Holland.

                                   MANNERS
                         Come now, Lindsey. Where's your
                         sense of adventure?

                                   LINDSEY
                             (apathetically)
                         I can barely contain my
                         excitement. 

               Manners turns and looks at Lindsey for a beat, then smirks
               as he heads over.

                                   MANNERS
                         We've got a new client coming
                         into town soon, Lindsey. I need
                         you to see that he's well taken
                         care of.

                                   LINDSEY
                             (snarky)
                         Leave a note with my secretary.
                         I'll get right on it.

                                   MANNERS
                             (beat)
                         I realize that you're upset,
                         Lindsey, but-

                                   LINDSEY
                         'Upset'?!? You bring me back from
                         hell to take care of Angel once
                         and for all, and I'm sitting
                         behind a desk while he's a god
                         damn vegetable! 'Upset' is a
                         stage that passed with the
                         hangover of being back in this
                         dimension. Are you sure you want
                         to hear the word that describes
                         my mood?

                                   MANNERS
                         Well, at least you're all healed
                         up and not wearing that dreadful
                         mask anymore. That's something. 

               Lindsey stands violently up from his chair, knocking stacks
               of papers to the floor as he glares at Manners.

                                   LINDSEY
                         'Something' would be killing our
                         mortal enemy! The son of a bitch
                         took my hand and my life - twice! 
                         He's been the bane of our
                         existence ever since he arrived
                         in LA, and the senior partners-

                                   MANNERS
                             (over him)
                         Are less reluctant to abstain
                         from a swift reprisal should you
                         not act accordingly to plan,
                         especially where Angel is
                         concerned.

               Lindsey takes a deep and exasperated breath as he watches
               Manners finish.

                                   MANNERS (cont'd)
                         You've always known that the
                         senior partners have had grander
                         plans for Angel, and yet you
                         still attempt these clandestine
                         operations of yours to undermine
                         their authority on the issue.

                                   LINDSEY
                             (dry)
                         What can I say? Sometimes, I just
                         can't control myself.

                                   MANNERS
                         Nonetheless, they are very
                         impressed by your conduct thus
                         far. The way that you dealt with
                         Angel and his team last year was
                         a remarkable showing of both
                         patience and virtue on your part,
                         but this time around, they have
                         made clear to me that things are
                         going to operate differently.

                                   LINDSEY
                         Are they going to let me do
                         things my way for a change?

                                   MANNERS
                         Not just yet.

                                   LINDSEY
                         What a shock.

                                   MANNERS
                         The fact is that they have not
                         turned a deaf ear to your past...
                         indiscretions. Current
                         satisfactory progress
                         notwithstanding, the partners are
                         wary of you, Lindsey, and they're
                         going to be keeping a very close
                         eye on your activities.

                                   LINDSEY
                         I'm thrilled, Holland, really.
                         Now, if that's all...

                                   MANNERS
                             (smiling)
                         Keep up the good work. 

               Lindsey shakes his head angrily as Manners starts to exit
               the room. Before he can leave, however, Manners stops.

                                   MANNERS (cont'd)
                         Where is my mind these days? I
                         almost forgot that I had one more
                         bit of information to pass onto
                         you. Allow me to introduce you to
                         your new liaison. 

               Manners steps aside as LILAH MORGAN enters the office.
               Lindsey's jaw drops. Lilah looks as good as ever - long
               legs, perfect hair, snappy skirt and blouse.

                                   LILAH
                         Hello, Lindsey. Miss me?

               Lindsey throws a stunned look to Manners, who can't hide
               his smirk as he steps out of the office, closing the doors.

               Lindsey looks back to Lilah, who's now wearing a smug grin
               of her own as we:

                                                           BLACK OUT:



                                  END OF ACT ONE
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